Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Full-year results 2012

14th Feb 2013 07:00

RNS Number : 8456X
AMEC PLC
14 February 2013
 



 

 

AMEC plc 2012 results

Good performance continues in 2012

 

Highlights

Revenue £4,158 million, up 28 per cent on 2011

- Underlying6 revenue up 21 per cent; excluding £320 million of incremental procurement, up 12 per cent

EBITA1 £331 million, up 11 per cent

Margin2 8.0 per cent (2011: 9.2 per cent)

- Excluding impact of incremental procurement, 8.6 per cent

Diluted EPS from continuing operations4 80.4 pence, up 14 per cent

Operating cash flow5 £309 million, up 16 per cent

Order intake strong and forward visibility good

- Order book £3.6 billion (31 December 2011: £3.7 billion)

Invested £159 million in acquisitions in 2012; pipeline remains good

Completed £400 million share buyback on 8 February 2013

Dividend per share up 20 per cent, to 36.5 pence

 

Chief Executive Samir Brikho said:

 

"AMEC continued to make good progress in 2012, with earnings per share4 up by 14 per cent and strong operating cash flow. Oil & gas revenue was up strongly, especially in the UK North Sea and in Gulf of Mexico, with good contract wins too in the Middle East.

"Acquisitions strengthened our service offering in nuclear and broadened our footprint in Brazil and Australia. The pipeline of future opportunities remains good. Our £400 million share buyback was completed on 8 February 2013.

"We continue to expect good revenue growth in the conventional oil & gas market in 2013, offsetting softening in the oil sands and mining markets. We remain on track to achieve our targeted EPS of greater than 100 pence ahead of 2015. As a mark of our continued confidence in the outlook and reflecting our strong cash generation, the board is recommending a 20 per cent increase in the dividend for the year."

Results presentation and live webcast: AMEC will host a presentation on the results for analysts and investors at 8.45 am today. A live webcast of the event and presentation slides will be available on amec.com.

Interviews: with Samir Brikho, Chief Executive and Ian McHoul, Chief Financial Officer are available at :http://sites.merchantcantos.com/companies/a/amec/full-year-results-2012/

 

Next event: Interim Management Statement and Annual General Meeting, both on 4 April 2013.

Analyst consensus estimates are collated and published on AMEC's website on a periodic basis amec.com/investors/key facts.

Enquiries to:

AMEC plc: + 44 (0)20 7429 7500

Samir Brikho, Chief Executive

Ian McHoul, Chief Financial Officer

Sue Scholes, Director of Communications

Nicola-Jane Brooks, Head of Investor Relations

Media: Brunswick Group LLP - Mike Harrison and David Litterick + 44 (0)20 7404 5959

 

 

PAGE 1

 

 

Financial highlights

Continuing operations:

2012

2011

Change (%)

Revenue

(£m)

4,158

3,261

+28

EBITA1

(£m)

331

299

+11

Adjusted profit before tax3

(£m)

336

311

+8

Profit before tax

(£m)

263

259

+2

Operating cash flow5

(£m)

309

267

+16

Adjusted diluted earnings per share4

pence

80.4

70.5

+14

Diluted earnings per share from continuing operations

pence

65.8

61.9

+6

Dividends per share

pence

36.5

30.5

+20

 

Notes:

1. EBITA for continuing operations before intangible amortisation and exceptional items but including joint venture EBITA

2. EBITA as defined above as a percentage of revenue

3. EBITA, as defined above, plus net financing income (including joint ventures) of £5 million (2011: £12 million)

4. Diluted earnings per share from continuing operations before intangible amortisation and exceptional items

5. Cash generated from operations before exceptional items and discontinued operations, legacy settlements, the difference between pension payments and amounts recognised in the income statement and certain foreign exchange movements but including dividends received from joint ventures

6. References in this document to 'underlying' refer to growth adjusted for the impact of currency movements and acquisitions. 'Underlying excluding incremental procurement' and 'underlying ex. proc.' is also adjusted to remove the impact of incremental procurement.

Basis of presentation

The following commentary is based on the results for continuing operations before intangible amortisation and exceptional items but including joint venture EBITA.

Segmental analysis

Segmental analysis is provided for the group's activities in the Natural Resources, Power & Process and Environment & Infrastructure divisions, as well as fornon-core Investments and other activities.

Amounts and percentage movements relating to continuing segmental earnings before net financing income, tax and intangible amortisation (EBITA) are stated before corporate costs of £33 million (2011: £34 million) and pre-tax exceptional costs of £24 million (2011: £6 million).

From 1 January 2013, reporting will reflect the new geographic structure of Americas, Europe and Growth Regions together with Investment Services. For information, and following the usual divisional commentary, 2012 results are also shown in this new format. Prior year comparatives for 2010 and 2011 can be found on page 17 of this document.

Discontinued operations

In accordance with IFRS 5*, the post-tax results of discontinued operations are disclosed separately in the consolidated income statement. The cash flows of discontinued businesses are fully consolidated within AMEC up to the date of sale.

 

*International Financial Reporting Standard 5 'Non-current assets held for sale and discontinued operations'.

Any forward looking statements made in this document represent management's best judgement as to what may occur in the future. However, the group's actual results for the current and future fiscal periods and corporate developments will depend on a number of economic, competitive and other factors, some of which will be outside the control of the group. Such factors could cause the group's actual results for future periods to differ materially from those expressed in any forward looking statements made in this document.

 

 

 

 

 

PAGE 2

2012 results overview

 

Continuing operations

2012

Underlying ex. proc6.

Incremental procurement

Currency exchange

Net acquisitions

2011

Revenue

(£m)

4,158

414

320

2

161

3,261

Y-on-Y change

(%)

+28

+12

+11

nil

+5

EBITA

(£m)

331

22

nil

nil

10

299

Y-on-Y change

(%)

+11

+8

nil

nil

+3

EBITA margin

(%)

8.0

9.2

Y-on-Y change

(bps)

(120)

Operating cash flow

(£m)

309

267

Y-on-Y change

(%)

+16

Order book

(£bn)

3.6

3.7

Y-on-Y change

(%)

(3)

Average number of employees

28,405

25,757

Y-on-Y change

(%)

+10

 

 

Revenue for the year increased 28 per cent to £4,158 million (2011: £3,261 million). Underlying revenue, excluding incremental procurement, increased by 12 per cent, driven by a strong performance within the Natural Resources division.

EBITA increased 11 per cent to £331 million (2011: £299 million) with margins at 8.0 per cent (2011: 9.2 per cent).

Adjusted profit before tax of £336 million was 8 per cent ahead of the previous year (2011: £311 million) driven by volume growth and acquisitions. After joint venture tax of £5 million (2011: £7 million), amortisation of £44 million (2011: £39 million) and exceptional losses of £24 million (2011: £6 million), profit before tax was £263 million (2011: £259 million). The tax charge for the year, including tax on amortisation and exceptional items, was £51 million (2011: £52 million) resulting in a total profit for the year from continuing operations of £212 million (2011: £207 million).

Adjusted diluted earnings per share from continuing operations were 80.4 pence (2011: 70.5 pence), an increase of 14 per cent. Diluted earnings per share were 67.3 pence (2011: 69.3 pence) reflecting the impact of the exceptional charges, increased amortisation and a lower contribution from discontinued operations.

Operating cash flowfor the period was £309 million (2011: £267 million), up £42 million from last year, reflecting EBITA growth and the continued focus on cash management. Cash conversion was strong at 93 per cent (2011: 89 per cent).

 

 

PAGE 3

 

Dividend

The board is recommending a final dividend of 24.8 pence per share, which, together with the interim dividend of 11.7 pence, results in a total dividend of 36.5 pence per share (2011: 30.5 pence), an increase of 20 per cent.

The board expects to maintain a progressive policy with dividend cover in the range of 2.0 to 2.5 times. The final dividend will be payable on 1 July 2013 to shareholders on the register at the close of business on 31 May 2013.

Share buyback programme

As at 31 December 2012, 33 million shares at a cost of £358 million had been purchased under the £400 million share buyback programme announced in February 2012. The group completed the buyback programme on 8 February 2013 and in total 37.4 million shares were purchased at a total cost of £403 million. The average cost was £10.70 per share.

 

Acquisitions and joint ventures

·; The group invested £159 million in three acquisitions in 2012 and integration is progressing well. The largest was Serco's 600-person nuclear business, Energy Safety and Risk Consultants (ESRC), based in the UK, which was acquired in June 2012 with the acquisition cleared by the Office of Fair Trading in January 2013. The second was Unidel, a 260-person energy, resources and infrastructure engineering and consultancy business in Australia; and the group also acquired a 50 per cent stake in Kromav Engenharia Ltd, a 200-person privately owned Brazilian offshore oil and gas and marine engineering company.

·; In October, AMEC formed a joint venture with Samsung Heavy Industries and Samsung Engineering to carry out the design engineering for fixed and floating offshore platforms, FPSOs and subsea pipelines for Samsung's future offshore oil and gas projects. In June the group signed a collaboration agreement with Aibel, one of the largest service companies in Norway, to jointly deliver projects for the oil and gas industry in the Norwegian Continental Shelf.

Average number of employees

The average number of employees was up 10 per cent in 2012, to 28,405. This reflects increased activity levels, particularly in the UK North Sea and the Americas, as well as the impact of acquisitions.

 

 

 

 

PAGE 4

 

 

 

Average number of employees

2012

2011

Change (%)

Natural Resources

13,849

12,239

+13

Power & Process

7,426

7,042

+5

Environment & Infrastructure

6,953

6,262

+11

Centre

177

214

(17)

Group

28,405

25,757

+10

 

Organisation restructure

AMEC announced a new geographic organisation structure in October 2012. Simon Naylor, John Pearson and Hisham Mahmoud were promoted to the new roles of Group Presidents of Americas, Europe and Growth Regions respectively and the COO role was removed. This simplified structure is designed to enable greater collaboration with faster, more efficient decision-making. The goal is to maximise growth opportunities in each of AMEC's four markets (oil & gas, mining, clean energy and environment & infrastructure) across the three geographies. Each geography has significant potential, though the greatest opportunity will come with the creation of sustainable, localised positions in Growth Regions.

 

Segmental analysis is provided for the group's divisions as they existed in 2012: Natural Resources, Power & Process and Environment & Infrastructure, as well as for non-core Investments and other activities.

 

From 1 January 2013, as required by accounting rules, the group will report its results under the new geographic structure, consistent with the way in which the business is managed. In order to provide context to the outlook and underlying trends in the business, AMEC's 2012 results are also presented under this new geographic structure. See pages 13 to 17 for further detail.

 

Outlook

The priority remains to grow the business, across all four markets and all three geographies, by continuing to deliver for customers while investing in AMEC's people.

 

In 2013, AMEC expects low-to-mid single digit revenue growth for the group on an underlying basis, excluding procurement. A strong conventional oil & gas performance across the board and more modest growth in the clean energy and environment & infrastructure markets in the Americas are expected to offset reduced oil sands revenue and softening demand in the mining market, and in Australia more generally. The full-year impact of acquisitions made in 2012 will further boost revenue growth. Procurement activity in 2013 is expected to be £200 million lower than in 2012.

PAGE 5

 

Group margins are expected to improve gradually at the headline level in 2013, taking into account the reduced procurement. Cost efficiencies from the reorganisation are expected to come through during the year and offset a dilutive mix effect from lower oil sands activity.

 

The group remains on track to achieve earnings per share of greater than 100 pence ahead of 2015.

 

Overall a further year of good progress is expected. Further details on outlook by geography can be found on pages 14, 16 and 17.

 

 

PAGE 6

 

Segmental review - by division

Natural Resources

The Natural Resources division included the following AMEC activities: engineering, project management and asset support services, particularly in upstream oil and gas, unconventional oil and mining. It had particular expertise in large and complex projects in remote regions and in extending the life of assets.

Approximately 68 per cent of 2012 revenue was generated by asset development (capex) activities, with the remainder in asset support (opex) (2011: capex 74 per cent; opex 26 per cent).

The revenue can be analysed by market and sectors as shown below:

Natural Resources

2012

2011

Oil & Gas market

a

Oil & Gas

(%)

50

53

a

Unconventional Oil & Gas

(%)

27

23

Mining market

(%)

23

24

 

Oil & gas activities were concentrated mainly in the upstream segment (90 per cent of 2012 revenues), with the balance in midstream and downstream.

Natural Resources

2012

Underlying ex. proc.6

Incremental procurement

Currency exchange

Net acquisitions

2011

Revenue

(£m)

2,416

347

320

nil

7

1,742

Y-on-Y change

(%)

+39

+20

+18

nil

+1

EBITA

(£m)

192

nil

nil

nil

nil

192

Y-on-Y change

(%)

nil

nil

nil

nil

nil

EBITA margin

(%)

8.0

11.0

Y-on-Y change

(bps)

(300)

Order book

(£bn)

2.3

2.2

Y-on-Y change

(%)

+4

 

Revenue in the Natural Resources division improved 39 per cent to £2,416 million with good growth in both oil & gas and mining. A strong performance in conventional oil & gas in the UK North Sea and the Gulf of Mexico and in mining throughout the Americas was further boosted by incremental procurement (£320 million) on three key projects. Excluding incremental procurement, underlying growth was 20 per cent.

EBITA (£192 million) was in line with 2011, and the EBITA margin was 8.0 per cent, down 300 basis points. Incremental procurement contributed to this decline as did the shift in work mix to the more mature regions of the UK North Sea and Gulf of Mexico, as previously flagged. In addition, and as discussed in August, there were delays to the Kearl initial development in the oil sands, which resulted in first half profits being lower than anticipated. As a result, the group chose to adopt a more cautious approach to profit-recognition in the second half. Finally, market

PAGE 7

softening in Australia had an impact on margin that was accentuated by comparison with 2011, which saw successful claim settlements in the GRD Minproc business and a number of positive project close-outs.

Contract wins in 2012reflected continued customer spending in core energy and commodity markets. They included:

Oil & Gas

Customer

Description

Country

KNPC

Project management consultancy (PMC) for a new oil refinery at Al Zour

Kuwait

ADGAS

PMC contract for front end engineering and design (FEED) phase of flaring and emissions reduction project for LNG facilities

Das Island UAE

ADMA OPCO

PMC for the 'execute phase' of the Nasr Phase 1 and Umm Lulu Phase 1 field development projects

Offshore Abu Dhabi, UAE

BP

Decommissioning services for the Valhall production and compression platform

Norway

Talisman

Five-year call off contract to provide brownfield engineering

UK North Sea

BP

£10 million contract to modify and extend its Kinneil Terminal

UK

GDF SUEZ

Awarded the £60 million detail design contract for GDF SUEZ's Cygnus field, following on from FEED

UK North Sea

Centrica

Five-year asset support contract for a mixture of manned and unmanned offshore assets, as well as onshore gas terminals - worth approximately £75 million

East Irish Sea

SABIC

Extension to two asset support contracts worth over £70 million over three years

UK

BP

FEED services for the second phase of the substantial Mad Dog oil field

US Gulf of Mexico

Chevron

Asset support contract for the Wheatstone offshore facility

Australia

Chevron

Contract extension to provide engineering services to oil production facilities at Barrow Island

Australia

ENI

'Blacktip' contract to provide maintenance support to onshore gas treatment plant and offshore unmanned wellhead platform

Australia

Conoco Phillips

Two-year contract extension to provide operations and maintenance services to the Bayu Undan facilities, East Timor

Indonesia

 

 

Mining

Customer

Description

Country

Swakop Uranium

AMEC joint venture awarded the Husab EPCM project. AMEC responsible for engineering and project management

Namibia

Balkans Minerals & Metals

Engineering and procurement services for the Krumovgrad Gold Project

Bulgaria

 

Other on-going projects included designing and delivering components of the Marine Well Containment Company's expanded containment system; detailed engineering and procurement

Page 8

for ConocoPhillips' existing Judy platform and the hook-up and commissioning of the new Jasmine facilities in the North Sea; a long-term project management contract for KOC in Kuwait; and on-going oil sands work for Imperial Oil, Syncrude, Teck, Suncor and Connacher among others. 

Order intake improved with oil & gas activity driving the increase. The order book at 31 December 2012 was up 4 per cent at £2.3 billion.

 

Power & Process

The Power & Process division included the following AMEC activities: engineering, project management and asset support services in the clean energy market. It was principally based in the UK and Americas. It had a leading position in the nuclear sector, particularly in the UK, where its services were well-balanced across the asset lifecycle.

Approximately half of the division's revenues were generated by capex services with the remainder in asset support (opex).

The revenue can be analysed by market and sectors as shown below:

Power & Process

2012

2011

Clean Energy market

a

Renewables / Bioprocess

(%)

41

32

a

Nuclear

(%)

28

31

a

Conventional Power

(%)

15

21

a

Transmission & Distribution

(%)

16

16

 

Power & Process

2012

Underlying6 business

Currency exchange

Acquisitions

2011

Revenue

(£m)

973

93

nil

31

849

Y-on-Y change

(%)

+15

+11

nil

+4

EBITA

(£m)

78

3

nil

3

72

Y-on-Y change

(%)

+8

+4

nil

+4

EBITA margin

(%)

8.0

8.5

Y-on-Y change

(bps)

(50)

Order book

(£bn)

0.8

1.0

Y-on-Y change

(%)

(22)

 

Revenue increased 15 per cent, to £973 million in 2012 (2011: £849 million). This reflected the continued refocusing of the business, with a strong performance in the renewable/bioprocess sector in the Americas in particular and a six month impact of the ESRC acquisition. This was

PAGE 9

offset by a decline in conventional power, driven by the phasing down of the West Burton combined-cycle gas turbine power station project.

EBITA was up 8 per cent, to £78 million (2011: £72 million), which reflected revenue growth and the ESRC acquisition, with the Sellafield decommissioning joint venture contributing £15 million (2011: £20 million).

The overall EBITA margin was down 50 basis points to 8.0 per cent. The margin decline was largely the result of a reduced contribution from the Sellafield joint venture, where results, though in line with original expectations, were below 2011.

Contract awards in 2012 reflected the focus on the clean energy market, particularly nuclear, where AMEC has benefited from an increase in safety engineering, environmental services and waste management work.

 

Customer

Description

Country

Sellafield Ltd

Four-year extension to existing contract to provide maintenance, asset care and restoration work across the Sellafield site

UK

Sellafield Ltd

Three-year framework contract to provide environmental services

UK

Sellafield Ltd

Axiom joint venture awarded a 15-year design and support framework contract

UK

National Nuclear Lab

Five-year contract to provide project management support for the refurbishment of the customer's active handling facility

UK

JAVYS

Three-year contract to provide waste treatment services to the Bohunice nuclear power plant

Slovakia

International Power Canada

Engineering, procurement and construction (EPC) contract for the Brockville solar project, a 10-megawatt (MW) solar photovoltaic plant

Canada

National Grid

AMEC JV awarded five-year extension to the Electricity Alliance West contract worth £650 million, to upgrade overhead power lines and underground cables across the western half of England and all of Wales

UK

 

In the North American clean energy market, good progress was made on the Sapphire Energy biofuel project in the US, and in Canada, the 99 MW Erieau wind project continued to advance. Work also continued on a number of other clean energy projects.

The order book at 31 December 2012 was £0.8 billion (2011: £1.0 billion). The decline reflected a reduction in conventional power and transmission & distribution activity, consistent with the shift to cleaner energy sectors. The tier one Sellafield decommissioning contract, as it is an equity accounted joint venture, was not included in these figures.

Progress continued to be made on the resolution of the 'older contracts', which, as previously referenced, did not meet the revised criteria of low-risk services with high value-add.

PAGE 10

Environment & Infrastructure

The Environment & Infrastructure division included AMEC's international environmental and engineering consulting activities. It worked across all AMEC's markets and provided a complementary offering to many customers common to the Natural Resources or Power & Process divisions.

The division provided services from approximately 210 offices, mainly in North America, but with an increasing presence in Europe, South America, the Middle East and Australasia.

Revenues can be analysed by market and sector as follows:

Environment & Infrastructure

2012

2011

Oil & Gas market

(%)

12

14

Mining market

(%)

15

11

Clean Energy market

(%)

5

2

Environment & Infrastructure market

a

Government services

(%)

20

29

a

Industrial / Commercial

(%)

14

16

a

Transportation / Infrastructure

(%)

16

15

a

Water

(%)

18

13

 

 

Environment & Infrastructure

2012

Underlying6 business

Currency exchange

Acquisitions

2011

Revenue

(£m)

820

(27)

2

123

722

Y-on-Y change

(%)

+14

(3)

nil

+17

EBITA

(£m)

87

14

nil

7

66

Y-on-Y change

(%)

+31

+21

nil

+10

EBITA margin

(%)

10.6

9.2

Y-on-Y change

(bps)

+140

Order book

(£bn)

0.53

0.48

Y-on-Y change

(%)

+9

 

 

Revenue increased by 14 per cent to £820 million in 2012 (2011: £722 million), driven by acquisitions; MACTEC in the US in June 2011 and Unidel in Australia in May 2012. Underlying revenue was down, reflecting a good performance in the oil & gas, mining and clean energy markets but slower performance in other sectors, particularly government services. As can be seen from the tables above, some 32 per cent of revenues in this division came from markets common to Natural Resources and Power & Process (2011: 27 per cent).

EBITA increased 31 per cent in 2012 to £87 million (2011: £66 million). The sector mix improved towards the higher margin energy markets, there were overhead synergies and pension benefits resulting from the integration of MACTEC, and increased Canadian government incentives were

PAGE 11

received for research and development. Overall EBITA margin increased to 10.6 per cent (2011: 9.2 per cent).

The order book was up nine per cent at £0.5 billion, benefiting from contract awards during the year. The average contract size in Environment & Infrastructure was much lower than the other divisions at approximately $100,000. Some recent contract awards included:

Customer

Description

Country

Sydney Water

Programme, cost and risk management (PCRM) role with the network and facilities renewals programme

Australia

KOC

PMC contract to provide environmental remediation of 40k area of land damaged during 1990-91 Iraqi invasion of Kuwait

Kuwait

Government Procurement Services

Three-year framework agreement to provide environmental and sustainability advice, support and delivery services across the UK public sector

UK

North London Waste Authority

Four-year framework agreement to help deliver state-of-art new waste services infrastructure for North London

UK

 

Investment and other activities

This principally comprised the Incheon Bridge PPP project in Korea, now in operational phase, the group's insurance captive, and AMEC's residual UK wind development activities. Revenue was £9 million (2011: £7 million) with EBITA £7 million (2011: £3 million).

PAGE 12

Segmental review - by geography

AMEC announced a new geographic organisation structure in October 2012. The simplified structure has a greater focus on collaboration and fostering sustainable growth. The objective is to maximise growth opportunities in each of the four markets, providing consistent services across each of the geographies. From 1 January 2013 and in accordance with accounting rules, reporting will be changed to reflect the management of the business.

A detailed review of 2012 performance by geography is provided below.

Average number of employees

The average number of employees was up 10 per cent in 2012, to 28,405 and the split by geography is shown below.

Average number of employees

2012

2011

Change (%)

Americas

14,828

13,286

+12

Europe

10,473

9,558

+10

Growth Regions

2,874

2,655

+8

Centre

230

258

(11)

Group

28,405

25,757

+10

 

Americas

Americas generated 60 per cent of group revenue in 2012. The portfolio of activities is well balanced across all four markets as shown below:

Americas

2012

2011

Oil & Gas

 (%)

36

32

Mining

(%)

22

22

Clean Energy

(%)

23

23

Environment & Infrastructure

(%)

19

23

 

A detailed overview of the Americas business is provided in the 2012 full-year results presentation (14 February 2013), available on www.amec.com.

Americas

2012

Underlying ex. proc.6

Incremental procurement

Currency exchange

Acquisitions

2011

 

Revenue

(£m)

2,500

264

320

3

106

1,807

 

Y-on-Y change

(%)

+38

+14

+18

nil

+6

 

EBITA

(£m)

233

27

nil

6

200

 

Y-on-Y change

(%)

+16

+14

nil

+2

 

EBITA margin

(%)

9.3

11.1

 

Y-on-Y change

(bps)

(180)

 

Order book

(£bn)

1.3

1.5

 

Y-on-Y change

(%)

(15)

 

 

PAGE 13

Revenue in Americas improved 38 per cent to £2.5 billion, with good growth across all markets, boosted by incremental procurement. Excluding this incremental procurement (£320 million), underlying growth was 14 per cent.

EBITA was up 16 per cent, to £233 million (2011: £200 million). The EBITA margin was 9.3 per cent, down 180 basis points from 2011, largely as the result of the increased procurement activities on three Americas' projects. It was also impacted by a decline in profits from the Kearl project, as discussed on page 7. Excluding incremental procurement, margins were similar to last year at 10.7 per cent.

Contract wins in 2012reflect continued customer spending in core energy and commodity markets. They included: BP Mad Dog in the Gulf of Mexico and the Brockville solar plant in Canada among others, as highlighted on pages 8 and 10.

Order book was down 15 per cent at £1.3 billion (2011: £1.5 billion), reflecting softer conditions in some markets and a reduction in incremental procurement.

Americas outlook

Looking ahead to 2013, and on an underlying basis excluding procurement, revenue growth is expected to be in the low-to-mid single digit range, with growth in conventional oil & gas, clean energy and environment & infrastructure offset by a significant reduction in oil sands. Mining, whilst still robust, is expected to be relatively stable, excluding incremental procurement. Overall, procurement in Americas is expected to be £200 million lower than in 2012.

Headline margins are expected to improve in 2013 as procurement reduces. The negative impact from the shift in business mix away from oil sands will be offset in part by cost efficiencies from the organisational restructure.

PAGE 14

Europe

Europe generated 27 per cent of group revenue in 2012, largely from conventional oil and gas and nuclear.

Europe

2012

2011

Oil & Gas

 (%)

58 

51

Mining

(%)

1

1

Clean Energy

(%)

38

44

Environment & Infrastructure

(%)

3

4

 

A detailed overview of the Europe business is provided in the 2012 full-year results presentation (14 February 2013), available on www.amec.com.

 

Europe

2012

Underlying business

Currency exchange

Net acquisitions

2011

Revenue

(£m)

1,150

88

(1)

36

1,027

Y-on-Y change

(%)

+12

+8

nil

+4

EBITA

(£m)

91

5

nil

3

83

Y-on-Y change

(%)

+10

+6

+4

EBITA margin

(%)

7.9

8.1

Y-on-Y change

(bps)

(20)

Order book

(£bn)

1.6

1.6

Y-on-Y change

(%)

(2)

Note: Incremental procurement has no impact on Europe business

Revenue in Europe improved 12 per cent to £1,150 million through a mix of organic growth and acquisition. The oil and gas market was the primary driver, boosted by a six-month impact of the ESRC acquisition in clean energy.

EBITA was up 10 per cent, to £91 million (2011: £83 million) and the EBITA margin was 7.9 per cent, down 20 basis points from 2011. The margin decline is largely the result of a reduced contribution from the Sellafield joint venture as discussed on page 10, offset by a stronger oil & gas mix.

Contract wins in 2012reflect continued customer investment in the UK North Sea and the clean energy market, where AMEC has benefited from an increase in nuclear safety engineering, environmental services and waste management work (see pages 8, 10 and 12 for 2012 contract awards).

The order book was stable at £1.6 billion, reflecting the decline in conventional power and transmission & distribution in the UK, offset by a strong position in oil & gas.

PAGE 15

 

Europe outlook

Underlying revenue growth in 2013 is expected in the low-to-mid single digit range, driven by oil & gas in the North Sea, while in clean energy, growth in the nuclear sector is expected to offset a reduction in conventional power.

Margins are expected to improve in 2013, as result of the shift in business mix and efficiencies from the integration of operations.

 

Growth Regions

Growth Regions generated 13 per cent of group revenue in 2012, driven by conventional oil and gas and mining.

Growth Regions

2012

2011

Oil & Gas

(%) 

62 

61

Mining

(%)

24

21

Clean Energy

(%)

1

1

Environment & Infrastructure

(%)

13

17

 

A detailed overview of the Growth Regions business is provided in the 2012 full-year results presentation (14 February 2013), available on www.amec.com.

 

Growth Regions

2012

Underlying business

Currency exchange

Net acquisitions

2011

Revenue

(£m)

531

70

nil

19

442

Y-on-Y change

(%)

+20

+15

nil

+5

EBITA

(£m)

32

(15)

nil

1

46

Y-on-Y change

(%)

(30)

(32)

nil

+2

EBITA margin

(%)

6.1

10.3

Y-on-Y change

(bps)

(420)

Order book

(£bn)

0.8

0.6

Y-on-Y change

(%)

+28

Note: Incremental procurement has no impact on Growth Regions business

Revenue in Growth Regions improved 20 per cent to £531 million primarily driven by organic growth in the oil & gas and mining markets and boosted by the Unidel acquisition.

EBITA was down 30 per cent, to £32 million (2011: £46 million) and the EBITA margin was 6.1 per cent, down 420 basis points from 2011. The margin decline is largely the result of general market softening in Australia in 2012, which was only partly offset by contract wins in the Middle East, and which was accentuated by a particularly strong year in 2011, on the back of successful claim settlements arising in the GRD Minproc business and a number of positive project close-outs.

PAGE 16

Contract wins in 2012reflect customer investment in the oil & gas and mining markets (see pages 9 and 12 for 2012 contract awards).

Order book was £0.8 billion in 2012 (2011: £0.6 billion), benefitting from a strong oil & gas performance in the Middle East including the award of the KNPC PMC contract.

Growth Regions outlook

Looking ahead, overall revenue in 2013 is expected to be stable, with good performance in most regions, but significant weakness in Australia where demand has softened.

Margins are expected to improve gradually as a result of efficiencies from the integration of operations and as the business matures.

 

Restatement of historic results

2012

2011

2010

£million

Revenue

EBITA

Margin

Revenue

EBITA

Margin

Revenue

EBITA

Margin

Americas

2,500

233

9.3%

1,807

200

11.1%

1,691

185

10.9%

Europe

1,150

91

7.9%

1,027

83

8.1%

905

82

9.0%

Growth Regions

531

32

6.1%

442

46

10.3%

365

29

8.0%

Investment Services

9

8

6

4

8

9

Corporate costs

(33)

(34)

(36)

Internal revenue

(32)

(21)

(18)

4,158

331

8.0%

3,261

299

9.2%

2,951

269

9.1%

Oil & Gas

1,918

1,375

1,290

Mining

682

507

342

Clean Energy

1,015

860

896

Environment & Infrastructure

566

534

433

Investment Services

9

6

8

Internal revenue

(32)

(21)

(18)

4,158

331

8.0%

3,261

299

9.2%

2,951

269

9.1%

 

Average employees

Order book (£bn)

2012

2011

2010

2012

2011

2010

Americas

14,828

13,286

11,106

1.27

1.49

0.96

Europe

10,473

9,558

8,182

1.57

1.61

1.59

Growth Regions

2,874

2,655

2,425

0.78

0.61

0.58

Centre

230

258

260

-

-

-

28,405

25,757

21,973

3.62

3.71

3.13

 

PAGE 17

  

 

 

Financial review

Geographical analysis

The group's largest country of operation was Canada with 30 per cent of revenue (2011: 28 per cent), driven by growth across all markets and increased procurement activity. The UK was the group's largest revenue generating country in 2011.

Administrative expenses

Administrative expenses increased by £16 million to £225 million (2011: £209 million) principally as a result of acquisitions and higher share based payment charges.

Net financing income

Net financing income of £11 million was £5 million lower than last year (2011: £16 million) and included bank interest of £2 million (2011: £4 million) and net interest on pensions assets and liabilities of £9 million (2011: £9 million). 2011 also included foreign exchange gains and other items totaling £3 million.

The average interest rate received was approximately 0.6 per cent compared with 0.8 per cent in 2011.

In addition, AMEC's share of interest payable of equity accounted joint ventures was £6 million (2011: £4 million).

Taxation

Continuing operations

The group's effective tax rate in 2012 for the continuing businesses (including tax attributable to joint venture interests) before exceptional items and excluding intangible amortisation was 23.0 per cent (2011: 24.1 per cent). The reduction principally reflects decreases in statutory tax rates, the benefit of previously unrecognised tax losses, and the agreement of historical items with various tax authorities.

The tax rate in 2013 and beyond is expected to be in the mid-20s.

Deferred tax

At 31 December 2012, the group had net deferred tax assets of £33 million (2011: £72 million) arising from short-term timing differences relating to provisions, property, plant and equipment, and tax losses, offset by liabilities in respect of intangible assets and retirement benefits.

Financial position and net cash

The group remains in a strong financial position, with net cash as at 31 December 2012 of £99 million (2011: £521 million).

PAGE 18

Cash generated from operations in 2012 was £271 million (2011: £209 million). After adjusting for exceptional items and discontinued operations, legacy settlements, pension payments in excess of amounts recognised in the income statement, certain foreign exchange movements and dividends received from joint ventures, operating cash flow was £309 million (2011: £267 million).

Going concern

The directors are satisfied that the group has adequate resources to operate for the foreseeable future.

Intangible amortisation and goodwill impairment

Intangible amortisation relates to capitalised software and intangible assets acquired as part of the group's expansion programme. The 2012 charge of £44 million is £5 million higher than the prior year (2011: £39 million) with the increase due to the acquisitions in the year and the full-year impact of acquisitions in 2011. 2011 also included a £2 million goodwill impairment charge.

In line with IAS 36 'Impairment of assets', annual impairment reviews have been performed on the goodwill carried on the balance sheet. There were no impairment charges required in 2012 (2011: £2 million).

Exceptional items

Total pre-tax exceptional losses of £18 million (2011: £8 million) include:

a loss on business disposals and closures of £11 million arising from adjustments to existing provisions made in respect of prior year disposals and closures

other exceptional costs of £7 million which include the transaction costs of acquisitions made in the period and certain deferred compensation costs on prior year acquisitions, along with the costs of funding a joint venture which was part of a recent acquisition and restructuring costs associated with the management reorganisation into geographical business units. These costs have been offset by the recognition, within discontinued operations,of an insurance receivable following the Supreme Court judgement on mesothelioma liability, a provision against which was established a number of years ago.

In aggregate, there was a post-tax exceptional charge of £10 million (2011: gain of £25 million).

Legacy issues

No new significant contingent liabilities were added in 2012. Provisions currently held for future costs of litigation total £40 million (2011: £54 million).

PAGE 19

Balance sheet highlights

Key movements in the balance sheet are discussed below:

Intangible assets

The net book value of intangible assets as at 31 December 2012 was £969 million (2011: £848 million) comprising goodwill £791 million, software £32 million, customer relationships £130 million and other acquired intangible assets £16 million.

The increase in goodwill of £66 million primarily related to the acquisitions in the year of Unidel and ESRC. Other acquired intangible assets included the value of brand names and trademarks, non-compete agreements and order backlogs of acquired businesses.

Derivative financial instruments

As at 31 December 2012, there were derivative financial instruments with a net liability of £3 million (2011: £14 million) on the balance sheet. This net liability represents the fair value of foreign exchange contracts used to hedge the cash flows of foreign currency contracts and cross currency instruments used to hedge the net investment in overseas subsidiaries.

Distributable reserves

As at 31 December 2012, distributable reserves of AMEC plc stood at £620 million (2011: £820 million).

£million

As at 1 January 2012

820

Dividends approved during 2012

(98)

Dividends received from subsidiaries

66

Distributable reserves generated in the year

217

Share buyback

(403)

Other movements

18

As at 31 December 2012

620

 

During the year, the group holding company, AMEC plc, generated a significant profit from an internal restructuring. This profit becomes distributable as qualifying consideration is passed to AMEC plc to settle the associated loan balance.

Pensions

The IAS 19 surplus of the principal UK pension schemes at the end of 2012 of £86 million increased compared with 2011 (£32 million) reflecting reductions in both the discount rate and price inflation, along with higher than expected asset returns.

The UK schemes have operated on a career average salary basis since January 2008. During 2012, the UK defined benefit schemes were closed to new entrants but will remain open to future accrual for existing members.

PAGE 20

There are a number of smaller schemes which are in a deficit position. The combined deficit as at 31 December 2012 was £93 million (2011: £81 million) with the increase in the year being due to actuarial losses. During 2012, some 30 per cent of the members of the scheme acquired with MACTEC accepted a lump sum settlement of their liabilities.

Contributions of £30 million were paid to the company's defined benefit schemes during the year (2011: £28 million). This included special contributions agreed with the trustees of £5 million (2011: £5 million).

Provisions

Provisions held at 31 December 2012 were £171 million (31 December 2011: £169 million). During 2012, £22 million of the brought forward provisions were utilised. As part of the ongoing review of the potential liabilities, £5 million of provisions were released as they were no longer required but additional provisions were created in respect of indemnities granted on prior year disposals, which have been charged as an adjustment to the profit on disposal within discontinued operations; and the expected cost of funding a joint venture. This includes £11 million in respect of a joint venture that was part of a recent acquisition, which has been charged as an exceptional item.

Provisions are analysed as follows:

As at 31 December 2012

£ million

Litigation provisions

40

Indemnities granted to buyers and retained obligations on disposed businesses

69

Insurance, onerous property contracts and provisions to fund joint ventures

62

Total

171

 

 

PAGE 21

 

CONSOLIDATED INCOME STATEMENT

2012

Before

Amortisation,

 

amortisation,

impairment and

 

impairment and

exceptional

 

exceptional

items

 

items

(note 3)

Total

 

£ million

£ million

£ million

 

Continuing operations

 

 

Revenue

2

4,158 

4,158 

 

 

Cost of sales

(3,625)

(3,625)

 

 

Gross profit

533 

533 

 

 

Administrative expenses

(225)

(68)

(293)

 

 

Profit on business disposals and closures

 

 

Profit/(loss) before net financing income

308 

(68)

240 

 

 

Financial income

19 

19 

 

Financial expense

(8)

(8)

 

 

Net financing income

11 

11 

 

 

Share of post-tax results of joint ventures

12 

12 

 

 

 

Profit/(loss) before income tax

2

331 

(68)

263 

 

 

Income tax

4

(72)

21 

(51)

 

 

Profit/(loss) for the year from continuing

 

operations

259 

(47)

212 

 

 

Profit for the year from discontinued

 

operations

5

 

 

Profit/(loss) for the year

259 

(42)

217 

 

 

Attributable to:

 

Equity holders of the parent

216 

 

Non-controlling interests

 

 

217 

 

 

Basic earnings per share:

6

 

Continuing operations

82.0p

67.0p

 

Discontinued operations

-

1.5p

 

 

82.0p

68.5p

 

 

Diluted earnings per share:

6

 

Continuing operations

80.4p

65.8p

 

Discontinued operations

1.5p

 

 

80.4p

67.3p

 

 

 

Dividends per share:

7

36.5p

 

 

PAGE 22

CONSOLIDATED INCOME STATEMENT

 

2011

Before

Amortisation,

 

amortisation,

impairment and

 

impairment and

exceptional

 

exceptional

items

 

items

 (note 3)

Total

 

£ million

£ million

£ million

 

Continuing operations

 

 

Revenue

2

3,261 

3,261 

 

 

Cost of sales

(2,779)

(2,779)

 

 

Gross profit

482 

482 

 

 

Administrative expenses

(209)

(47)

(256)

 

 

Profit on business disposals and closures

 

 

Profit/(loss) before net financing income

273

(45)

228

 

 

Financial income

18 

18 

 

Financial expense

(2)

(2)

 

 

Net financing income

16 

16 

 

 

Share of post-tax results of joint ventures

15 

15 

 

 

Profit/(loss) before income tax

2

304 

(45)

259 

 

 

Income tax

4

(69)

17 

(52)

 

 

Profit/(loss) for the year from continuing

 

operations

235 

(28)

207 

 

 

Profit for the year from discontinued

 

operations

5

-

25 

25 

 

 

Profit/(loss) for the year

235 

(3)

232 

 

 

Attributable to:

 

Equity holders of the parent

232 

 

Non-controlling interests

-

 

 

232 

 

 

Basic earnings per share:

6

 

Continuing operations

71.9p

63.3p

 

Discontinued operations

-

7.5p

 

 

71.9p

70.8p

 

 

Diluted earnings per share:

6

 

Continuing operations

70.5p

61.9p

 

Discontinued operations

- 

7.4p

 

 

70.5p

69.3p

 

 

 

Dividends per share:

7

30.5p

 

 

PAGE 23

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

2012

2011

£ million

£ million

Profit for the year

217 

232 

Actuarial gains/(losses) on defined benefit pension schemes

24 

(71)

Tax on actuarial gains/(losses)

(19)

23 

Exchange movements on translation of foreign subsidiaries

(34)

Net gain on hedges of net investment in foreign subsidiaries

4 

Tax on exchange movements

(1)

- 

Cash flow hedges:

Effective portion of changes in fair value

- 

Tax on effective portion of changes in fair value of cash flow hedges

(1)

- 

Other comprehensive income

(27)

(44)

Total comprehensive income

190 

188 

Attributable to:

Equity holders of the parent

189 

188 

Non-controlling interests

Total comprehensive income

190 

188 

 

 

 

 

 

 

PAGE 24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED BALANCE SHEET

31 December

31 December

Note

 2012

2011

£ million

£ million

ASSETS

Non-current assets

Property, plant and equipment

43 

35 

Intangible assets

9

969 

848 

Interests in joint ventures

47 

41 

Retirement benefit assets

86 

32 

Other receivables

10

27 

23 

Deferred tax assets

42 

72 

Total non-current assets

1,214 

1,051 

Current assets

Inventories

4 

Trade and other receivables

1,014 

844 

Derivative financial instruments

Current tax receivable

10 

31 

Bank deposits (more than three months)

17 

28 

Cash and cash equivalents (excluding bank overdrafts)

258 

493 

Total current assets

1,304 

1,404 

Total assets

2,518 

2,455 

LIABILITIES

Current liabilities

Bank loans and overdrafts

(176)

-

Trade and other payables

(905)

(758)

Derivative financial instruments

(4)

(15)

Current tax payable

(66)

(55)

Total current liabilities

(1,151)

(828)

Non-current liabilities

Trade and other payables

10

(11)

-

Derivative financial instruments

(3)

Retirement benefit liabilities

(93)

(81)

Deferred tax liabilities

(9)

Provisions

11

(171)

(169)

Total non-current liabilities

(284)

(253)

Total liabilities

(1,435)

(1,081)

Net assets

1,083 

1,374 

EQUITY

Share capital

154 

169 

Share premium account

101 

101 

Hedging and translation reserves

99 

131 

Capital redemption reserve

32 

17 

Retained earnings

693 

955 

Total equity attributable to equity holders of the parent

1,079 

1,373 

Non-controlling interests

Total equity

1,083 

1,374 

 

PAGE 25

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Capital

Non-

Share

Share

Hedging

Transl'n

redemption

Retained

controlling

Total 

capital

premium

reserve

reserve

reserve

earnings

Total

interests

equity 

£ million

£ million

£ million

£ million

£ million

£ million

£ million

£ million

£ million 

As at 1 Jan 2012

169 

101 

(4)

135 

17 

955 

1,373 

1 

1,374 

Profit for the

year

216 

216 

217 

Actuarial gains on

defined benefit

pension schemes

24 

24 

24 

Tax on actuarial gains

(19)

(19)

(19)

Exchange movements

on translation of

foreign subsidiaries

(34)

(34)

(34)

Net gain on hedges of

net investment in

foreign subsidiaries

Tax on net gain on

hedges of net

investment in foreign

subsidiaries

(1)

(1)

(1)

Effective portion of

changes in fair value of

cash flow hedges

Tax on effective portion

of changes in fair value

of cash flow hedges

(1)

-

(1)

(1)

Other comprehensive

income for the year

(34)

(27)

(27)

Total comprehensive

income for the year

(34)

221 

189 

190 

Dividends

(98)

(98)

(98)

Equity-settled

share-based payments

15 

15 

15 

Acquisition of shares

by trustees of the

Performance Share

Plan

(6)

(6)

(6)

Utilisation of treasury

shares

Acquisition of treasury

shares

(36)

(36)

(36)

Acquisition of shares

under the buyback

programme

(15)

15 

(322)

(322)

(322)

Forward share

purchase agreement

at 31 December 2012

(45)

(45)

(45)

Arising on

on business combinations

 

 

 

 

 

 

 

 

 

As at 31 Dec 2012

154 

101 

(2)

101 

32 

693 

1,079 

1,083 

 

PAGE 26

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

Capital

Non-

Share

Share

Hedging

Transl'n

redemption

Retained

controlling

Total 

capital

premium

reserve

reserve

reserve

earnings

Total

interests

equity 

£ million

£ million

£ million

£ million

£ million

£ million

£ million

£ million

£ million 

As at 1 Jan 2011

169 

101 

(4)

131

17 

858 

1,272 

1,275 

Profit for the

year

-

-

-

-

-

232 

232 

232 

Actuarial losses on

defined benefit

pension schemes

-

-

-

-

-

(71)

(71)

(71)

Tax on actuarial losses

-

-

-

-

-

23 

23 

23 

Net gain on hedges of

net investment in

foreign subsidiaries

-

-

-

4

-

4 

4 

Other comprehensive

income for the year

-

-

-

4

-

(48)

(44)

(44)

Total comprehensive

income for the year

-

-

-

4

-

184 

188 

188 

Dividends

-

-

-

-

-

(86)

(86)

(86)

Equity-settled

share-based payments

-

-

-

-

-

11 

11 

11 

Acquisition of shares

by trustees of the

Performance Share

Plan

-

-

-

-

-

(11)

(11)

(11)

Utilisation of treasury

shares

-

-

-

-

-

11 

11 

11 

Acquisition of treasury

shares

-

-

-

-

-

(12)

(12)

(12)

Business disposal

-

-

-

-

-

(2)

(2)

As at 31 Dec 2011

169 

101 

(4)

135

17 

955 

1,373 

1 

1,374 

 

Page 27

CONSOLIDATED CASH FLOW STATEMENT

2012

2011

Note

£ million

£ million

Cash flow from operating activities

Profit before income tax from continuing operations

263 

259 

Profit/(loss) before income tax from discontinued operations

5

6 

(2)

Profit before income tax

269 

257 

Financial income

(19)

(18)

Financial expense

8 

2 

Share of post-tax results of joint ventures

(12)

(15)

Intangible amortisation and goodwill impairment

44 

39 

Impairment of joint venture investment

3 

Depreciation

11 

10 

Loss on disposal of businesses

11 

2 

Difference between contributions to retirement benefit

schemes and current service cost

(6)

(7)

Profit on disposal of property, plant and equipment

(2)

Loss on disposal of intangible assets

Equity-settled share-based payments

15 

11 

323 

281 

Increase in inventories

-

(3)

Increase in trade and other receivables

(154)

(62)

Increase/(decrease) in trade and other payables and provisions

102 

(7)

Cash generated from operations

271 

209 

Tax paid

(29)

(36)

Net cash flow from operating activities

242 

173 

Cash flow from investing activities

Acquisition of businesses (net of cash acquired)

(159)

(254)

Funding of joint ventures

(11)

(12)

Purchase of property, plant and equipment

(19)

(12)

Purchase of intangible assets

(15)

(11)

Movements in short-term bank deposits

11 

168 

Disposal of businesses (net of cash disposed of)

(6)

(9)

Disposal of property, plant and equipment

4 

1 

Interest received

8 

6 

Dividends received from joint ventures

11 

17 

Amounts paid on maturity of net investment hedges

(7)

(20)

Net cash flow from investing activities

(183)

(126)

Net cash flow before financing activities

59 

47 

Cash flow from financing activities

Proceeds from other borrowings

150 

- 

Interest paid

(9)

- 

Dividends paid

(98)

(86)

Acquisition of shares for cancellation

(322)

- 

Acquisition of treasury shares (net)**

(27)

(1)

Acquisition of shares by trustees of the Performance Share Plan

(6)

(11)

Net cash flow from financing activities

(312)

(98)

Decrease in cash and cash equivalents

(253)

(51)

Cash and cash equivalents as at the beginning of the year

493 

544 

Exchange losses on cash and cash equivalents

(8)

- 

Cash and cash equivalents as at the end of the year

232 

493 

 

PAGE 28

CONSOLIDATED CASH FLOW STATEMENT continued

2012

2011

£ million

£ million

Cash and cash equivalents consist of:

Cash at bank and in hand

169 

130 

Bank deposits (less than three months)

89 

363 

Bank overdrafts *

(26)

Cash and cash equivalents as at the end of the year

232 

493

Bank deposits (more than three months)

17 

28

Bank loans

(150)

-

Net cash as at the end of the year

99 

521 

 

*Bank overdrafts arise from a new global cash pooling arrangement which from an accounting perspective must be shown gross.

**Net of £9 million (2011: £11 million) received from SAYE option holders on exercise of options.

 

PAGE 29

 

 

 

NOTES

 

1. ACCOUNTING STANDARDS ADOPTED DURING THE YEAR AND BASIS OF PREPARATION

 

AMEC plc is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in the UK. The principal activities of the company and its subsidiaries (the group) are described in note 2.

 

In accordance with EU law (IAS Regulation EC 1606/2002), the preliminary results have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the EU as at 31 December 2012 (adopted IFRS), International Financial Reporting Interpretations Committee (IFRIC) interpretations and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

Accounting standards adopted in the year

 

There are no IFRS or IFRIC interpretations effective for the first time this financial year that have had a material impact on the group.

 

New standards, amendments and interpretations issued but not effective which have not been early adopted by the group

 

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the group's accounting period beginning on 1 January 2013. The group has elected not to adopt early these standards which are described below:

 

IAS 19 'Employee Benefits' was amended in June 2011. The impact on the group will be to replace interest cost and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit asset.

 

The group has assessed the impact of the revised standard IAS 19 (2011). The impact on the results for the year ended 31 December 2012 will be to increase cost of sales by £1 million, to reduce the net finance income by £12 million and reduce the income tax charge by £5 million, resulting in a lower profit after tax of £8 million. Within the consolidated statement of other comprehensive income, the impact will be to increase the actuarial gains on defined benefit schemes by £13 million and to increase the tax on actuarial gains by £5 million resulting in an increased total comprehensive income of £8 million. There is no impact on either the net retirement benefit liability or related deferred tax balance within the balance sheet.

 

IFRS 10 'Consolidated Financial Statements' builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated accounts of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess.

 

IFRS 11 'Joint Arrangements' replaces IAS 31 'Interests in Joint Ventures'. IFRS 11 considers the classification of joint arrangements in which two or more parties have joint control. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements.

 

IFRS 12 'Disclosures of Interests in Other Entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.

 

IFRS 13 'Fair Value Measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRS.

 

IFRS 10, 11, 12 and 13 are not expected to have a material impact on the group's reported results.

 

There are no other IFRS, IAS amendments or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.

 

Basis of preparation

 

The financial information set out herein does not constitute the company's statutory accounts for the years ended 31 December 2012 or 2011 but is derived from those accounts. The financial information has been prepared using accounting policies consistent with those set out in the annual report and accounts for the year ended 31 December 2011. Statutory accounts for 2011 have been delivered to the Registrar of Companies, and those for 2012 will be delivered in due course. The auditors have reported on those accounts; their reports were unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report; and did not contain any statements under Section 498 (2) or (3) of the Companies Act 2006.

 

 

PAGE 30

 

 

 

NOTES

 

1. ACCOUNTING STANDARDS ADOPTED DURING THE YEAR AND BASIS OF PREPARATION continued

 

Basis of preparation (continued)

 

The preparation of accounts in accordance with generally accepted accounting principles requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Some of these policies require a high level of judgement, and AMEC believes that the most critical accounting policies and significant areas of judgement and estimation arise from the accounting for long-term contracts under IAS 11 'Construction Contracts', for provisions under IAS 37 'Provisions, Contingent Liabilities and Contingent Assets' and for defined benefit pensions schemes under IAS 19 (revised) 'Employee Benefits'.

 

The results for 2012 were approved by the board of directors on 14 February 2013 and are audited.

 

The annual report and accounts for the year ended 31 December 2012 will be posted to shareholders on 4 March 2013.

 

The annual general meeting (AGM) will take place on 4 April 2013.

 

Subject to approval by shareholders at the forthcoming AGM, the final dividend will be paid on 1 July 2013 to shareholders on the register of members at the close of business on 31 May 2013.

 

Half-year, full-year and all other announcements notified to the London Stock Exchange are available on the internet at amec.com.

 

PAGE 31

NOTEScontinued

 

2. SEGMENTAL ANALYSIS OF CONTINUING OPERATIONS

 

In 2012 AMEC had three divisions, Natural Resources, Power & Process and Environment & Infrastructure, offering high-value consultancy, engineering and project management services to the world's oil and gas, mining, clean energy, and environment and infrastructure markets. Each of the divisions is considered to be a reportable segment. See page 5 for details of the new geographic structure to be adopted from 1 January 2013.

 

AMEC's Chief Executive together with the senior management team constitute the chief operating decision maker and they regularly review the performance of these three divisions, as well as the Investments and other activities segment. The Investments and other activities segment principally comprises the Incheon Bridge PPP project in Korea now in the operational phase, the group's insurance captive and AMEC's residual UK wind development activities. Details of the services offered by each division and the end markets in which they operated are given in the segmental review on pages 7 to 12.

 

Revenue

Profit/(loss)

2012

2011

2012

2011

 

£ million

£ million

£ million

£ million

 

 

Class of business:

 

Natural Resources

2,416 

1,742 

192 

192 

 

Power & Process

973 

849 

78 

72 

 

Environment & Infrastructure

820 

722 

87 

66 

 

Investments and other activities

3 

 

 

4,218 

3,320 

364 

333 

 

Internal revenue

(60)

(59)

 

 

External revenue

4,158 

3,261 

 

 

Corporate costs1

(33)

(34)

 

EBITA2

331 

299 

 

Net financing income3

12 

 

Adjusted profit before tax

336 

311 

 

Tax on results of joint ventures4

(5)

(7)

 

331 

304 

 

Intangible amortisation and goodwill impairment

(44)

(39)

 

Exceptional items

(24)

 (6)

 

 

Profit before income tax

263 

259 

 

 

 

1Corporate costs comprise the costs of operating central corporate functions and certain regional overheads.

2EBITA is earnings from continuing operations before net financing income, tax, intangible amortisation and goodwill impairment and pre-tax exceptional items of £308 million (2011: £273 million) but including joint venture EBITA of £23 million (2011: £26 million).

3Net financing income includes AMEC's share of net interest payable of joint ventures.

4The share of post-tax results of joint ventures is further analysed as follows:

2012

2011

£ million

£ million

EBITA

23 

26 

Net financing expense

(6)

(4)

Tax

(5)

(7)

12 

15 

 

PAGE 32

3. AMORTISATION, IMPAIRMENT AND EXCEPTIONAL ITEMS

 

2012

2011 

£ million

£ million 

Continuing operations:

Administrative expenses - exceptional items

(24)

(8)

Administrative expenses - intangible amortisation and goodwill impairment

(44)

(39)

(68)

(47)

Profit on business disposals and closures

2 

(68)

(45)

Taxation credit on exceptional items of continuing operations

6 

Taxation credit on intangible amortisation and goodwill impairment

12 

11 

21 

17 

Post-tax amortisation, impairment and exceptional items

of continuing operations

(47)

(28)

Exceptional items of discontinued operations (post-tax)

25 

Post-tax amortisation, impairment and exceptional items

(42)

(3)

 

Post-tax exceptional items are further analysed as follows:

 

Year ended 31 December 2012

Profit in

Loss

respect of

on business

Other

Loss on

business

disposals

exceptional

disposals

closures

and closures

items

Total

£ million

£ million

£ million

 £ million

£ million

Continuing operations

(24)

(24)

Discontinued operations

(11)

(11)

17 

(Loss)/profit before tax

(11)

(11)

(7)

(18)

Tax

(Loss)/profit after tax

(8)

(8)

(2)

(10)

 

Pre-tax costs of £24 million in continuing operations includes the cost of funding a joint venture which was part of a recent acquisition, costs associated with restructuring following the management reorganisation into geographic business units and transaction and deferred compensation costs which, in line with IFRS 3, are charged to the income statement. Transaction costs of £2 million were incurred in the year.

 

Pre-tax gains in discontinued operations of £6 million represents a £17 million credit from the recognition of an insurance receivable following the Supreme Court judgement on mesothelioma liability, a provision against which was established a number of years ago, offset by an £11 million loss on disposals and closures arising from adjustments to provisions held in respect of businesses sold in prior years and foreign exchange movements on provisions established on the disposal of SPIE.

Year ended 31 December 2011

Profit/

Profit in

(loss) on

Profit/

respect of

business

Other

(loss) on

business

disposals

exceptional

disposals

closures

and closures

items

Total

£ million

£ million

£ million

 £ million

£ million

Continuing operations

2 

2 

(8)

(6)

Discontinued operations

(2)

- 

(2)

(2)

Profit/(loss) before tax

(2)

2 

- 

(8)

(8)

Tax

27 

1 

28 

5 

33 

Profit/(loss) after tax

25 

3 

28 

(3)

25 

 

Adjustments to provisions held in respect of businesses sold in prior years, including the release of a tax provision relating to the disposal of AMEC's Built Environment businesses in 2007, resulted in a post-tax profit on disposal and closures of £28 million.

 

Other exceptional losses of £8 million include IFRS 3 acquisition, transaction and deferred compensation costs along with the costs of exiting the group's activities in Libya and restructuring costs in the Environment and Infrastructure segment following the acquisition of MACTEC. Transaction costs of £3 million were incurred in the year.

PAGE 33

4. INCOME TAX

 

On 21 March 2012, in his budget speech, the UK Chancellor of the Exchequer announced a reduction in the rate of corporation tax from 26 per cent to 24 per cent from 1 April 2012 and further reductions to 22 per cent by April 2014. In the autumn statement, a further 1 per cent reduction to 21 per cent by April 2014 was announced.

 

As at 31 December 2012, the reduction in the rate to 23 per cent has been substantively enacted. However the remaining reductions in the rate were not substantively enacted before the year end and therefore the proposed changes are not reflected in the figures reported.

 

The decrease in the rate from 23 per cent to 21 per cent would increase the balance sheet deferred tax liability by approximately £2 million and would leave unrecognised deferred tax assets unchanged. During the period to 2014, we estimate that the effect of the proposed changes to income and equity would be a charge of £2 million to the income statement.

 

5. PROFIT FOR THE YEAR FROM DISCONTINUED OPERATIONS

 

Discontinued operations represent the residual assets and retained obligations in respect of businesses sold in prior years.

 

In accordance with IFRS 5, the post-tax results of discontinued operations are disclosed separately in the consolidated income statement. The results of the discontinued operations are as follows:

 

2012

2011

£ million

£ million

Loss on disposal

(11)

(2)

Attributable tax on loss on disposal

Adjustments in respect of prior year - release of tax provision on disposal of business

24 

Other exceptional items

17 

 

Attributable tax on exceptional items

(4)

 

Profit for the year from discontinued operations

25 

 

Other exceptional items relate to the recognition of an insurance receivable, following the Supreme Court judgement on mesothelioma liability.

 

6. EARNINGS PER SHARE

 

Basic and diluted earnings per share are shown on the face of the income statement. The calculation of the average number of shares in issue has been made having deducted the shares held by the trustees of the Performance Share Plan, those held by the qualifying employee share ownership trust and those held in treasury by the company.

 

2012

2011

Weighted

Weighted

average

shares

Earnings

per

average shares

Earnings per

Earnings

number

share

Earnings

number

share

£ million

 million

pence

£ million

million

pence

Basic earnings from

continuing operations

211 

315 

67.0 

207 

327

63.3 

Share options

(0.4)

3

(0.6)

Employee share and incentive schemes

(0.8)

4

(0.8)

Diluted earnings from

continuing operations

211 

321 

65.8 

207 

334

61.9 

 

PAGE 34

6. EARNINGS PER SHARE continued

2012

2011

Weighted

Weighted

average

shares

Earnings

per

average shares

Earnings per

Earnings

number

share

Earnings

number

share

£ million

 million

pence

£ million

million

pence

Basic earnings from

discontinued operations

5

315

1.5

25 

327

7.5 

Share options

-

2

-

3

Employee share and incentive schemes

-

4

-

4

(0.1)

Diluted earnings from

discontinued operations

5

321

1.5

25 

334

7.4 

 

 

Basic and diluted profit from continuing operations is calculated as set out below:

 

2012

2011

£ million

£ million

Profit for the year from continuing operations

212 

207

Profit attributable to non-controlling interests

(1)

-

Basic and diluted profit from continuing operations

211 

207

 

In order to appreciate the effects on the reported performance of intangible amortisation, goodwill impairment and exceptional items, additional calculations of earnings per share are presented.

 

2012

2011

Weighted

Weighted

average

Earnings

average

Earnings

shares

per

shares

per

Earnings

number

share

Earnings

number

share

£ million

 million

pence

£ million

million

pence

Basic earnings from continuing operations

211

315

67.0 

207 

327

63.3 

Exceptional items (post-tax)

15

-

4.8 

-

0.2 

Amortisation and impairment (post-tax)

32

-

10.2 

28 

-

8.4 

Basic earnings from continuing operations before

amortisation, impairment and exceptional items

258

315

82.0 

235 

327

71.9 

Share options

-

2

(0.6)

3

(0.6)

Employee share and incentive schemes

-

4

(1.0)

4

(0.8)

Diluted earnings from continuing operations before

amortisation, impairment and exceptional items

258

321

80.4 

235 

334

70.5 

 

PAGE 35

6. EARNINGS PER SHARE continued

 

 

2012

2011

Weighted

Weighted

average

Earnings

average

Earnings

shares

per

shares

per

Earnings

number

share

Earnings

number

share

£ million

 million

pence

£ million

million

pence

Basic earnings from discontinued operations

315

1.5 

25 

327

7.5 

Exceptional items (post-tax)

(5)

-

(1.5)

(25)

(7.5)

Basic earnings from discontinued operations before

amortisation, impairment and exceptional items

315

327

Share options

2

3

Employee share and incentive schemes

4

4

Diluted earnings from discontinued operations before

amortisation, impairment and exceptional items

321

334

- 

 

 

7. DIVIDENDS

 

The directors are proposing a final dividend in respect of the financial year ended 31 December 2012 of 24.8 pence per share, which will absorb an estimated £74 million of equity. Subject to approval, it will be paid on 1 July 2013 to shareholders on the register of members on 31 May 2013. This dividend has not been provided for and there are no income tax consequences for the company. This final dividend together with the interim dividend of 11.7 pence (2011: 10.2 pence) per share results in a total dividend for the year of 36.5 pence per share (2011: 30.5 pence).

 

2012

2011

Pence

Pence

Dividends charged to reserves and paid

per share

£ million

per share

£ million

Interim dividend in respect of 2011 (2011: interim

10.2

34

7.3

24

dividend in respect of 2010)

Final dividend in respect of 2011 (2011: final dividend

20.3

64

19.2

62

in respect of 2010)

30.5

98

26.5

86

 

8. SHARE BUYBACK PROGRAMME

 

During the year, 33 million ordinary shares were purchased at an average price of £10.76 and a total cost of £358 million. Of the shares purchased, 30 million shares have subsequently been cancelled.

 

At 31 December 2012 the company was party to an irrevocable closed season buyback agreement for the purchase of its own ordinary shares for a maximum total cost of £45 million. The purchase of these shares was dependent upon the company's share price not reaching a pre-determined level during the remainder of the contract period. The remaining outstanding share purchase mandate liability of £45 million has been presented as a current liability in accordance with IAS 32.23. The company was not party to any such contracts as at 31 December 2011.

 

PAGE 36

 

 

9. INTANGIBLE ASSETS

 

Customer

Goodwill

Software

relationships

Other

Total

£ million

£ million

£ million

£ million

£ million

Cost:

As at 1 January 2012

764 

46 

107 

57 

974 

Exchange and other movements

(20)

(3)

(3)

(1)

(27)

Acquired through business combinations

87 

85 

178 

Additions

12 

12 

Disposals and retirements

(3)

(1)

(5)

(9)

As at 31 December 2012

831 

53 

188 

56 

1,128 

Amortisation:

As at 1 January 2012

39 

19 

36 

32 

126 

Exchange and other movements

(2)

(1)

(1)

(3)

Provided during the year

24 

14 

44 

Disposals and retirements

(2)

(1)

(5)

(8)

As at 31 December 2012

40 

21 

58 

40 

159 

Cost:

As at 1 January 2011

597 

27

57 

48 

729 

Exchange and other movements

5 

- 

(1)

8 

Acquired through business combinations

164 

5

53 

21 

243 

Additions

- 

14

- 

14 

Disposals and retirements

(2)

- 

(2)

(16)

(20)

As at 31 December 2011

764 

46

107 

57 

974 

Amortisation:

As at 1 January 2011

40 

15

21 

32 

108 

Exchange and other movements

(1)

- 

(1)

Provided during the year*

4

17 

16 

39 

Disposals and retirements

(2)

- 

(2)

(16)

(20)

As at 31 December 2011

39 

19

36 

32 

126 

Net book value:

As at 31 December 2012

791 

32 

130 

16 

969 

As at 31 December 2011

725 

27 

71 

25 

848 

As at 1 January 2011

557 

12 

36 

16 

621 

 

*Amounts provided during 2011 included £2 million of goodwill allocated to a small business divested during that year.

 

10. OTHER NON-CURRENT ASSETS AND LIABILITIES

 

Other non-current receivables of £27 million (2011: £23 million) represent indemnities received on the acquisition of MACTEC, and, in 2012 certain insurance receivables, both of which are matched by liabilities included within provisions.

 

Trade and other payables of £11 million (2011: £nil) represents lease incentives received which are being amortised over the period of the lease.

 

PAGE 39

11. PROVISIONS

 

The nature and measurement bases of the group's provisions are unchanged from those presented in the 2011 annual report and accounts. 

Onerous

property

Indemnities

contracts

granted and

and

Litigation

retained

provisions

settlement

obligations

to fund

and future

on disposed

joint

legal costs

businesses

Insurance

ventures

Total

£ million

£ million

£ million

£ million

£ million

As at 1 January 2012

54 

66 

37 

12 

169 

Exchange and other movements

(2)

(1)

(3)

Utilised

(12)

(6)

(4)

(22)

Charged/(credited) to the income

statement:

Additional provisions

12 

17 

31 

Unused amounts reversed

(2)

(2)

(1)

(5)

Arising on business

combinations

As at 31 December 2012

40 

69 

36 

26 

171 

 

12. ACQUISITIONS AND DISPOSALS

 

The following purchases have been accounted for as acquisitions. None of the businesses acquired made a material contribution to consolidated revenue and profit in the period from their acquisition to 31 December 2012, nor would they have done in the year ended 31 December 2012 if they had been acquired on 1 January 2012.

 

Intangible assets recognised at fair value on the acquisition of these businesses included trade names, order backlogs, customer relationships and non-compete agreements.

 

ACQUISITIONS IN 2012

 

Unidel

 

On 30 May 2012, the group acquired all of the shares in Unidel Group Pty Limited (Unidel).

 

Unidel is a 260-person company working in Australia's energy, resources and infrastructure sectors which provides a range of environmental and infrastructure services similar to those of AMEC. Their experience includes projects involving gas field exploration, development, production and transmission, water pipelines and coal seam methane.

 

The acquisition is fully aligned with AMEC's Vision 2015 strategy and builds AMEC's presence in Australia to some 1,500 employees. It also expands the group's capabilities in one of the key growth regions and allows the group to better serve customers in the oil & gas, mining, and clean energy markets.

 

 

 

PAGE 38

12. ACQUISITIONS AND DISPOSALS continued

 

Unidel (continued)

 

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Unidel were as follows:

Recognised

value

£ million

Intangible assets

11 

Trade and other receivables

Cash and cash equivalents

Trade and other payables

(5)

Deferred tax liability

(3)

Net identifiable assets and liabilities

11 

Goodwill on acquisition

16 

Consideration

Cash - paid on completion

16 

16 

 

Goodwill has arisen on the acquisition of Unidel primarily due to its skilled workforce positioned within the Australian market which did not meet the criteria for recognition as intangible assets as at the date of acquisition.

 

Energy, Safety and Risk Consultants

On 29 June 2012, the group acquired all of the shares in Energy, Safety and Risk Consultants (UK) Limited (ESRC). ESRC was Serco Group plc's nuclear technical services business. It is based at a number of sites in the UK and has around 600 people providing consultancy and project solutions for customers including the Ministry of Defence, EDF, Magnox and the Nuclear Decommissioning Authority. The acquisition is fully aligned with AMEC's Vision 2015 growth strategy and further builds AMEC's footprint and capabilities in the clean energy market. The team of highly skilled professionals will complement AMEC's existing expertise in nuclear support activities and enable AMEC to better service its customers.

The amounts recognised in respect of identifiable assets and liabilities relating to the ESRC acquisition were as follows:

Recognised

value

£ million

Property, plant and equipment

Intangible assets

74 

Cash and cash equivalents

Trade and other receivables

13 

Trade and other payables

(7)

Deferred tax liability

(20)

Net identifiable assets and liabilities

62 

Goodwill on acquisition

75 

137 

Consideration

Cash - paid on completion

137 

137 

Goodwill has been recognised on this acquisition as a result of the value of its skilled workforce which did not meet the criteria for recognition as intangible assets as at the date of acquisition. The acquisition also provides significant opportunities for the combined business to grow due to the complementary skills.

Other acquisitions

Other acquisitions were made in the year for a total consideration of £8 million of which £6 million was paid on completion with the balance of £2 million dependent on the achievement of set earnings targets. The aggregate fair value of identifiable net assets was £4 million, and there was a minority interest of £2 million created. Goodwill arising was £6 million and has been recognised as a result of the value of its skilled workforce which did not meet the criteria for recognition as intangible assets as at the date of acquisition.

A further £2 million was paid in the period in respect of businesses acquired in 2011 and prior years.

PAGE 39

12. ACQUISITIONS AND DISPOSALS continued

 

ACQUISITIONS IN 2011

 

QED International Limited

 

On 21 February 2011, the group acquired all of the shares in QED International Limited (qedi). qedi is a market-leading project delivery company, focused on delivering specialist completion and commissioning services for major projects in the oil and gas industry. The acquisition strengthens AMEC's project delivery capability across its key sectors, supports the Vision 2015 strategy, and reinforces AMEC's excellent track record through commissioning into operation.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of qedi were as follows:

Recognised

value

£ million

Intangible assets

14 

Trade and other receivables

10 

Bank loans

(1)

Trade and other payables

(4)

Deferred tax liability

(3)

Net identifiable assets and liabilities

16 

Goodwill on acquisition

17 

33 

Consideration

Cash - paid on completion

28 

- paid to repay debt

33 

Goodwill has arisen on the acquisition of qedi primarily through the recognition of the specialist expertise of its workforce in completion and commissioning services for major projects in the oil and gas industry which did not meet the criteria for recognition as intangible assets at the date of acquisition. The acquisition also provides opportunities for expansion of the qedi business utilising AMEC's geographic coverage.

 

Zektin Group Pty Limited

On 28 February 2011, the group acquired all of the shares in Zektin Group Pty Limited (Zektingroup). Zektingroup is an Australian-based specialist engineering consultancy for the oil and gas and resources industries. The acquisition provides AMEC with oil and gas capability on the east coast of Australia, as well as access to the coal seam methane sector. This is fully aligned with AMEC's Vision 2015 strategy of assured growth through a strengthened geographic footprint and enhanced capabilities in key sectors.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of Zektingroup were as follows:

Recognised

value

£ million

Intangible assets

Trade and other receivables

Cash and cash equivalents

Current tax payable

(1)

Trade and other payables

(3)

Deferred tax liability

(1)

Net identifiable assets and liabilities

Goodwill on acquisition

25 

33 

Consideration

Cash - paid on completion

26

Contingent consideration

33 

Goodwill has arisen on the acquisition of Zektingroup through recognition of the value of its workforce of circa 220 which has strong capabilities and experience in target markets which did not meet the criteria for recognition as intangible assets at the date of acquisition. The acquisition also provides opportunities for synergies with, and cross-selling for, existing AMEC businesses.

 

At 31 December 2011, the latest forecasts indicated that due to events that had occurred since the acquisition, the contingent consideration would not be payable and the provision was released to the income statement in 2011 within other exceptional items. Latest forecasts in 2012 support this position.

Page 40

12. ACQUISITIONS AND DISPOSALS continued

 

 

MACTEC, Inc

 

On 3 June 2011, the group acquired all of the shares in MACTEC, Inc (MACTEC). MACTEC is a leading US engineering and environmental services company that provides a similar wide range of services to the group's Environment & Infrastructure division. The acquisition provides greater access to new customers and regions, is fully aligned with the Vision 2015 strategy and provides the group with the right scale to service the important and growing environmental and infrastructure engineering services market.

The amounts recognised in respect of identifiable assets and liabilities relating to the acquisition of MACTEC were as follows:

Recognised

value

£ million

Property, plant and equipment

Intangible assets

54 

Indemnities received

23 

Trade and other receivables

65 

Cash and cash equivalents

14 

Current tax payable

(2)

Trade and other payables

(46)

Deferred tax liability

(7)

Retirement benefit liabilities

(20)

Provisions

(23)

Net identifiable assets and liabilities

62 

Goodwill on acquisition

121 

183 

Consideration

Cash - paid on completion

123 

- paid to repay debt

60 

183 

 

Goodwill has been recognised on this acquisition through recognition of the value of its workforce of circa 2,600 mostly highly skilled technical professionals which did not meet the criteria for recognition as intangible assets as at the date of acquisition. MACTEC's 70 offices are mainly based in eastern US, complementing the strength of the existing AMEC Environment and Infrastructure business in western US and Canada. The acquisition also provides significant opportunities for synergy benefits and cost savings.

 

Other acquisitions

 

Other acquisitions were made in the year for a total consideration of £14 million of which £11 million was paid on completion with the balance of £3 million dependent on the achievement of set targets for labour revenue growth. The aggregate fair value of identifiable net assets was £6 million, which consisted of £6 million relating to other intangible assets, cash and cash equivalents of £1 million and other net liabilities of £1 million. Goodwill arising was £8 million and has been recognised as a result of expected synergies.

 

A further £16 million was paid in the period in respect of businesses acquired in 2010 and prior years.

 

DISPOSAL IN 2011

 

There was one small disposal made during the year. In addition, there were various cash payments in respect of businesses sold in prior years and adjustments to provisions held in respect of prior year disposals resulting in a net loss of £2 million and a net cash outflow of £9 million.

 

PAGE 41

13. RELATED PARTY TRANSACTIONS

During 2012 there were a number of transactions with joint venture entities.

 

The transactions and related balances outstanding with joint ventures are as follows:

Value of transactions

in the year

Outstanding balance

as at 31 December

2012

2011

2012

2011 

£ million

£ million

£ million

£ million 

Services rendered

28

41

14

16

Provisions of finance

5

12

35

31

 

14. BUSINESS THREATS AND OPPORTUNITIES

 

AMEC operates in some 40 countries globally, serving a broad range of markets and customers. As such, the group is subject to certain general and industry specific risks. Where practicable, the group seeks to mitigate exposure to all forms of risk through effective risk management and risk transfer practices.

 

Specific risks faced by AMEC are as set out below.

 

Risk

Mitigation

Geopolitical and economic conditions

AMEC operates predominately in the UK and North America and is therefore particularly affected by political and economic conditions in those markets.

 

Recent instability and heightened security concerns in North Africa may hinder growth opportunities in this region.

 

Changes in general economic conditions may influence customers' decisions on capital investment and/or asset maintenance, which could lead to volatility in the development of AMEC's order intake. These may also lead to change in the customer base, competition and in the way customers procure the services we provide.

 

AMEC seeks to maintain a balanced geographic presence, and through acquisitions and organic growth, will continue to increase its exposure to other attractive regions of the world.

 

The risk associated with economic conditions resulting in a downturn and affecting the demand for AMEC's services has been addressed, as far as practicable, by seeking to maintain a balanced business portfolio in terms of geographies, markets, clients and service offering/business model.

 

In light of continuing global economic uncertainties, steps have been taken to assess and monitor any potential impact on AMEC's business opportunities and address potential increased supply chain and, more broadly, counterparty risk.

Major third party environmental event

A major third party event resulting in significant environmental damage may lead to adverse developments in one of AMEC's key markets.

 

The impact of such an event would be mitigated by closely monitoring the developments of such an event, the concerns of stakeholders and other interested parties and by actively engaging with local regulators and maintaining close communication with customers.

Changes in commodity prices

A sustained and significant reduction in oil and gas or commodity prices could have an adverse impact on the level of customer spending in AMEC's markets and consequently represents a risk to organic growth.

 

This risk is mitigated by maintaining a balanced business portfolio of geographies, markets, clients and service offering.

Restructure to focus on expansion of global footprint

AMEC recently restructured the business units to focus on delivering growth and expanding the global footprint into Growth Regions. A failure of this strategy would result in failure to meet targeted growth levels.

 

The business restructure has resulted in closely defined roles and responsibilities being identified across operations and functions with a formal review process initiated to monitor performance and ensure appropriate remedial actions are put in place without delay.

 

AMEC's Vision 2015 strategy identified, by geography, the opportunities and risks across the markets in which AMEC operates. The strategy is regularly reviewed for continued relevance and covers both organic growth and mergers and acquisitions.

 

PAGE 42

14. BUSINESS THREATS AND OPPORTUNITIES continued

Risk continued

Mitigation continued

Mergers and acquisitions

A failure to identify, complete and successfully integrate target acquisitions represents a risk to growth.

 

The Vision 2015 strategic plan includes a structured internal review of identified target acquisitions, followed by an established and robust due diligence and integration planning process.

Project delivery

Failing to maintain discipline and meet customer expectations on project delivery could result in damage to reputation, loss of repeat business and potentially lead to litigation and/or claims against AMEC.

 

AMEC operates a system of globally applied policies and procedures. These, combined with comprehensive management oversight, the risk management process, project reviews, internal audit, peer reviews and customer feedback, mitigate the risk to successful project delivery.

Pensions

AMEC operates a number of defined benefits pension schemes, where careful judgement is required in determining the assumptions for future salary and pension increases, discount rate, inflation, investment returns and member longevity.

 

There is a risk of underestimating this liability.

 

 

This risk to AMEC's pension schemes is mitigated by:

§ maintaining a relatively strong funding position over time

§ taking advice from independent qualified actuaries and other

professional advisers

§ agreeing appropriate investment policies with the trustees

§ close monitoring of changes in the funding position, with reparatory action agreed with the trustees in the event that a sustained deficit emerges

 

Health, safety and security

AMEC is involved in activities and environments that have the potential to cause serious injury to personnel or damage to property or the environment and damage to our reputation.

 

In order to control risk and prevent harm, AMEC is focused on achieving the highest standards of health and safety management. This is achieved through setting of an effective health and safety policy and ensuring effective leadership and organisational arrangements are in place to deliver this policy.

 

The personal security risk to AMEC employees while travelling or working in potentially hazardous locations is mitigated by providing professional advice and support, together with appropriate contingency planning.

 

Health and safety performance is regularly reviewed against agreed targets to facilitate continual improvement.

Legacy risk

Litigation and business claims from divested and non-core businesses remain a risk to AMEC.

 

Managing non-core legacy assets until divestment may require skills that are not common to the rest of the company.

 

The established legacy team manages these claims with internal and external legal advice. The aim is to seek cost-effective management of litigation and promote commercially sensible settlements where appropriate.

 

AMEC has made provisions for the legacy issues that are believed to be adequate and is not aware of any current issues relating to disposed businesses which are likely to have a material impact. Specialist teams with the appropriate knowledge are brought in as required.

Information technology (IT)

AMEC is exposed to the risks that the IT systems on which it relies fail and/or that sensitive data held by the group is lost.

 

AMEC has appropriate controls in place in order to mitigate the risk of systems failure and data loss, including systems back-up procedures and disaster recovery plans and also has appropriate virus protection, network security controls and encryption of mobile devices.

 

Staff recruitment and retention

An inability to attract and retain sufficient highcalibre employees could become a barrier to the continued success and growth of AMEC.

This risk is mitigated with a clear Human Resources (HR) strategy, which is aligned to the business strategy and focused on attracting, developing and retaining the best people for AMEC. It is underpinned by an employee framework which describes how we manage our people consistently.

 

In addition, there is a continual review of compensation and benefits to ensure sector and geographic competitiveness and there are localised recruitment teams capable of recruiting large numbers into AMEC using common systems.

 

AMEC Academy delivers development activities to enhance delivery and prepare employees for more advanced roles.

PAGE 43

14. BUSINESS THREATS AND OPPORTUNITIES continued

 

Risk continued

Mitigation continued

Ethical breach

A substantive ethical breach and/or non-compliance with laws or regulations could potentially lead to damage to AMEC's reputation, fines, litigation and claims for compensation.

 

AMEC has a number of measures in place across the group to mitigate this risk, including:

§ embedded policies and procedures

§ Code of Business Conduct

§ segregation of duties

§ management oversight

§ financial and operational controls

§ independent whistle-blowing mechanism

§ appointment of Ethics officers

§ anti-fraud and other internal audits

§ legal team advice

§ ethics training programme

§ oversight by the ethics committee of the board.

 

 

 

PAGE 44

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL REPORT

 

 

We confirm that to the best of our knowledge:

 

·; the accounts, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and

·; the directors' report includes a fair review of the development and performance of the business and the position of the issuer and undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

 

 

 

 

Samir Brikho

Chief Executive

 

 

 

Ian McHoul

Chief Financial Officer

 

14 February 2013

 

 

PAGE 45

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR TJMBTMBIBTTJ

Related Shares:

AMFW.L
FTSE 100 Latest
Value8,463.46
Change0.00