UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Eni SpA
(Exact name of Registrant as specified
in its charter)
| Republic
of Italy (State or other jurisdiction of incorporation or organization) |
1-14090 (Commission file number) |
1, piazzale Enrico Mattei - 00144 Roma -
Italy
(Address of principal executive offices)
Massimo Mondazzi
Eni SpA
1, piazza Ezio Vanoni
20097 San Donato Milanese (Milano) - Italy
Tel +39 02 52041730 - Fax +39 02 52041765
(Name and telephone number, including area
code, of the person to contact in connection with this report)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
x Rule 13p-1 under
the Securities Exchange Act (17 CFR 240.13p-1) chip7235 for the
reporting period from January 1 to December 31, 2013.
This Specialized Disclosure Report on Form SD (Form SD) for the year ended December 31, 2013, is required by Rule 13p-1 of the Securities Exchange Act of 1934 (the “Final Rule”). The Final Rule was adopted by the Securities and Exchange Commission (SEC) to implement reporting and disclosure requirements related to Conflict Minerals as directed by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Section 1502”). In accordance with the Final Rule, we are required to provide annual disclosure regarding products manufactured during the year that contained “Conflict Minerals” that are necessary to the functionality or production of those products. The Final Rule defines Conflict Minerals as columbite-tantalite, cassiterite, wolframite and gold, and their derivatives which are currently limited to tin, tungsten, tantalum and gold (“3TG”).
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Form SD
If we determine that Conflict Minerals were necessary to the functionality or production of a product (“Necessary Conflict Minerals”) that we manufactured or contracted to be manufactured in the relevant period, we must conduct a “Reasonable Country of Origin Inquiry” (“RCOI”) regarding those Conflict Minerals that is reasonably designed to determine whether any of those Conflict Minerals originated in the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”), or from recycled and scrap sources, and file a Form SD describing the RCOI completed and the results of the RCOI completed.
If we conclude based on the findings of our RCOI that we have reason to believe any of our Necessary Conflict Minerals may have originated in the Covered Countries and that they may not be from recycled or scrap sources, then we must exercise due diligence on the source and chain of custody of the Necessary Conflict Minerals that conforms to a nationally or internationally recognized due diligence framework.
Conflict Minerals Report
In accordance with the Final Rule, we are required annually to submit to the SEC a report, the Conflict Minerals Report (CMR), as an exhibit to the Form SD where we have reason to believe that any of our Necessary Conflict Minerals may have originated in the Covered Countries, or where we are unable to determine the country of origin of those Conflict Minerals.
The CMR must include:
Company Overview
Eni SpA (Eni) is a publicly listed company. The Italian State is the Company’s largest shareholder with a 30.1% stake. Our common stock is listed on the New York Stock Exchange (NYSE).
Eni SpA with its consolidated subsidiaries engages in the oil
and gas exploration and production, marketing of gas and LNG,
refining and marketing of petroleum products, power generation,
production and marketing of petrochemical products, commodity
trading and oilfield services and engineering industries. Eni has
operations in 85 countries.
In this report on form SD and the attached exhibit herein on the
Conflict Minerals, the terms “Eni”, the
“Group”, “we”, “us” or the
“Company” refer to the parent company Eni SpA and its
consolidated subsidiaries.
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Description of the business
Eni’s principal segments of operations are described
below.
Eni’s Exploration & Production segment engages in oil
and natural gas exploration and field development and production,
as well as LNG operations in 42 countries, including Italy,
Libya, Egypt, Norway, the United Kingdom, Angola, Congo, Nigeria,
the United States, Kazakhstan, Russia, Algeria, Australia,
Venezuela, Iraq and Mozambique. In 2013, Eni average daily
production amounted to 1,537 KBOE/d on an available-for-sale
basis. As of December 31, 2013, Eni’s total proved reserves
amounted to 6,535 mmBOE. In 2013, this segment reported net sales
from operations (including inter-segment sales) of euro 31,264
million and operating profit of euro 14,868 million.
Eni’s Gas & Power segment engages in supply, trading and
marketing of gas and electricity, international gas transport
activities, and LNG supply and marketing. This segment also
includes the activity of electricity generation that is ancillary
to the marketing of electricity. In 2013, Eni’s worldwide
sales of natural gas amounted to 93.17 BCM and sales of power
totaled 35.05 TWh. In 2013, this segment reported net sales from
operations (including inter-segment sales) of euro 32,212 million
and operating loss of euro 2,967 million.
Eni’s Refining & Marketing segment engages in crude oil
supply and refining and marketing of petroleum products at retail
and wholesale markets mainly in Italy and in the rest of Europe.
In 2013, processed volumes of crude oil and other feedstock
amounted to 27.38 mmtonnes and sales of refined products were
43.49 mmtonnes, of which 23.34 mmtonnes in Italy. In 2013, this
segment reported net sales from operations (including
inter-segment sales) of euro 57,238 million and operating loss of
euro 1,492 million.
Eni’s chemical activities include production of olefins and
aromatics, basic intermediate products, polyethylene,
polystyrenes, and elastomers. Eni’s chemical operations are
concentrated in Italy and Western Europe. In 2013, Eni sold 3.79
mmtonnes of chemical products. In 2013, this segment reported net
sales from operations (including inter-segment sales) of euro
5,859 million and operating loss of euro 725 million.
Eni’s partially-owned subsidiary Saipem, an entity listed on
the Italian stock exchange, engages in oilfield services,
construction and engineering activities (Eni’s interest
being 42.91%). Saipem provides a full range of engineering,
drilling and construction services to the oil and gas industry
and downstream refining and petrochemical sectors, mainly in the
field of performing large EPC contracts offshore and onshore for
the construction and installation of fixed platforms, sub-sea
pipe laying and floating production systems and onshore
industrial complexes. In 2013, this segment reported net sales
from operations (including intragroup sales) of euro 11,598
million and operating loss of euro 98 million.
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Section 1 - Conflict Minerals disclosure
Item 1.01 - Conflict Minerals disclosure and report
We have conducted an initial evaluation of our product portfolio and we have determined that there are two broad product categories sold to third parties which may contain Conflict Minerals as defined in Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1). These two product categories are described below.
Description of the Reasonable Country of Origin Inquiry
Overview
In accordance with the Final Rule, we have concluded that during
the 2013 calendar year we have manufactured products containing
Conflict Minerals and determined that the use of these minerals
is necessary to the functionality or production of these
products.
We have conducted a good faith RCOI that is reasonably designed
to determine whether Necessary Conflict Minerals originated in
the Covered Countries or are from recycled or scrap sources.
We directed and coordinated the execution of the RCOI at Group
level. Our segments and subsidiaries which were determined to be
in scope of the Final Rule were responsible for performing a
risk-based analysis to identify direct suppliers to be included
within the RCOI. This analysis included focusing on the suppliers
presenting the highest risk of providing us with Necessary
Conflict Minerals in our manufactured products and was based on
segment and subsidiaries expertise and product knowledge. We
intend to reassess our product portfolio and supply chain on an
ongoing basis in future years.
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Reasonable Country of Origin Inquiry
Our RCOI was designed to assess whether the Necessary Conflict Minerals in our products originated from the Covered Countries. Our impacted businesses performed their RCOI as follows:
Refining & Marketing Division
As the number of direct suppliers of catalysts used in
our refining processes is limited, we asked all of our
catalyst suppliers to identify for us the country of
origin of the Necessary Conflict Minerals. All these
suppliers belong to or are affiliated with U.S.-listed
companies.
Saipem
Saipem is part of a complex supply chain which includes
several product groups potentially containing Conflict
Minerals. Our suppliers are spread worldwide and we are
several steps removed from the smelters in the supply
chain. We undertook an assessment to determine the
presence of Necessary Conflict Minerals in our products.
Subsequently, we have investigated whom of our direct
suppliers to survey in order to determine the likely
origin of these Conflict Minerals. We used internal data
sets (such as information extracted by our Business
Intelligence tools) to identify a population of
higher-risk suppliers which provided relevant parts or
materials for products manufactured in 2013.
Our assessment considered a number of criteria focusing
on product groups sourced from third parties potentially
containing Conflict Minerals. In addition, we also
identified the suppliers in supply chains where we have a
certain level of control, in particular where we are the
technology licensee.
As a result, we identified 65 more significant and reasonably accessible Tier 1 suppliers to include in our RCOI. We surveyed these Tier 1 suppliers using the Conflict Minerals Reporting Template developed by the Electronic Industry Citizenship Coalition - Global eSustainability Initiative (EICC/GeSI).
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Results of the RCOI
As a result of the RCOI conducted as described above,
approximately 50% of suppliers surveyed have provided a response.
However, to date, none of these suppliers provided us with a
conclusive determination about the country of origin of our
Necessary Conflict Minerals. The remaining 50% of the surveyed
suppliers have not yet provided a response.
As a result, we have not been able to determine that our
Necessary Conflict Minerals have not originated in the Covered
Countries or are from recycled or scrap resources. Therefore, in
accordance with the Final Rule, we have exercised due diligence
as described in the Conflict Minerals Report.
In accordance with Rule 13p-1 under the Securities Exchange Act
of 1934 (“Rule 13p-1”), this Specialized Disclosure
Form (Form SD) and the associated Conflict Minerals Report are
posted to our external website at http://www.eni.com/en_IT/sustainability/business-ethics/human-rights-supply-chain/human-rights-supply-chain.shtml.
Item 1.02 - Exhibit
Section 2 - Exhibits
Item 2.01 - Exhibits
Exhibit 1.02 - Conflict Minerals Report as required by Items
1.01 and 1.02 of this Form.
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the duly authorized undersigned.
Eni SpA
(Registrant)
/s/ MASSIMO MONDAZZI
Massimo Mondazzi
Chief Financial Officer of Eni SpA
Date: May 28, 2014
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