2013 Annual Report
Total Page:16
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Annual Report 2013 TABLE OF CONTENTS Page DIRECTORS’ REPORT 2013—Constellium N.V. ......................................................................................................... 2 1. Description of the Company ................................................................................................................................. 2 2. Strategy and Performance .................................................................................................................................... 4 3. Sustainability ...................................................................................................................................................... 12 4. Governance (Including Corporate Governance Statement) ............................................................................... 13 5. Board Statements ................................................................................................................................................ 28 CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2013 .......................................... F-1 Consolidated Income Statement ................................................................................................................................ F-2 Consolidated Statement of Comprehensive Income / (Loss) ...................................................................................... F-3 Consolidated Statement of Financial Position .......................................................................................................... F-4 Consolidated Statement of Changes in Equity ........................................................................................................... F-6 Consolidated Statement of Cash Flows ..................................................................................................................... F-7 Notes to the Consolidated Financial Statements ....................................................................................................... F-9 FINANCIAL STATEMENTS 2013 CONSTELLIUM N.V. ....................................................................................... F-67 Statement of Comprehensive income / (loss) ........................................................................................................... F-68 Statement of Financial position (Before proposed appropriation of results) .......................................................... F-69 Statement of Changes in equity ................................................................................................................................ F-70 Statement of Cash flows ........................................................................................................................................... F-71 Notes to the Company Financial Statements ........................................................................................................... F-72 Other information .................................................................................................................................................... F-88 Provisions in the Articles of Association governing the appropriation of profit ..................................................... F-88 Proposal for profit appropriation ............................................................................................................................ F-88 Profit-sharing certificates and similar rights .......................................................................................................... F-88 Subsequent events .................................................................................................................................................... F-88 INDEPENDENT AUDITOR'S REPORT ................................................................................................................. F-90 i DIRECTORS’ REPORT 2013—Constellium N.V. This Directors’ report has been prepared in compliance with the requirements of the Dutch Civil Code, the Dutch Corporate Governance Code, the Financial Supervision Act, the Dutch Royal Decree dated 20 March 2009, and the Royal Decree implementing article 10 of the Takeover Directive. 1. DESCRIPTION OF THE COMPANY 1.1 History of the Company Constellium Holdco B.V. (formerly known as Omega Holdco B.V.) was incorporated as a Dutch private limited liability company on May 14, 2010. Constellium Holdco B.V. was formed to serve as the holding company for various entities comprising the Alcan Engineered Aluminum Products business unit. On May 21, 2013, Constellium Holdco B.V. was converted into a Dutch public limited liability company and renamed Constellium N.V. Constellium N.V. (“the Company” or “Constellium”) has its seat in Amsterdam, the Netherlands, with a registered address at 1119 NW Schiphol-Rijk, Tupolevlaan 41-61. 1.2 General information on the Company and its affiliated companies We are a global leader in the design and manufacture of a broad range of innovative specialty rolled and extruded aluminum products, serving primarily the aerospace, packaging and automotive end-markets. We have a strategic footprint of manufacturing facilities located in the United States, Europe and China. Our business model is to add value by converting aluminum into semi-fabricated products. We believe we are the supplier of choice to numerous blue-chip customers for many value-added products with performance- critical applications. Our product portfolio commands higher margins as compared to less differentiated, more commoditized fabricated aluminum products, such as common alloy coils, paintstock, foilstock and soft alloys for construction and distribution. As of December 31, 2013, we operate 23 production facilities, 10 administrative and commercial sites and one R&D center, and have approximately 8,600 employees. We believe our portfolio of flexible and integrated facilities is among the most technologically advanced in the industry. It is our view that our established presence in the United States and Europe and our growing presence in China strategically position us to service our global customer base. For example, based on information available to us as an industry participant, we believe we are one of only two suppliers of aluminum products to the aerospace market with facilities in both the United States and Europe. We believe this gives us a key competitive advantage in servicing the needs of our aerospace customers, including Airbus S.A.S. and The Boeing Company. We believe our well-invested facilities combined with more than 50 years of manufacturing experience, quality and innovation and pre-eminent R&D capabilities have put us in a leadership position in our core markets. We seek to sell to end-markets that have attractive characteristics for aluminum, including (i) higher margin products, (ii) stability through economic cycles, and (iii) favorable growth fundamentals supported by customer order backlogs in aerospace and substitution trends in automotive and European can sheet. We are the leading global supplier of aluminum aerospace plates, the leading European supplier of can body stock and a leading global supplier of automotive structures. Our unique platform has enabled us to develop a stable and diversified customer base and to enjoy long-standing relationships with our largest customers. Our relationships with our top 20 customers average over 25 years. Our customer base -2- includes market leading firms in aerospace, automotive, and packaging, like Airbus, Boeing, Rexam PLC, Ball Corporation, Crown Holdings, Inc. and several premium automotive original equipment manufacturers (“OEMs”), including BMW AG, Mercedes-Benz and Volkswagen AG. We believe that we are a “mission critical” supplier to many of our customers due to our technological and R&D capabilities as well as the long and complex qualification process required for many of our products. Our core products require close collaboration and, in many instances, joint development with our customers. 1.3 Business (overview of operating segments) Our business is organized into three operating segments: (i) Aerospace & Transportation, (ii) Packaging & Automotive Rolled Products, and (iii) Automotive Structures & Industry. Aerospace &Transportation includes the production of rolled and extruded aluminum products for the aerospace market, as well as rolled products for transport and industry end-uses. We produce aluminum plate, sheet and fabricated products in our European and North American facilities. Substantially all of these aluminum products are manufactured to specific customer requirements using direct-chill ingot cast technologies that allow us to use and offer a variety of alloys and products. Our Aerospace & Transportation operating segment has market leadership positions in technologically advanced aluminum and specialty materials products with wide applications across the global aerospace, defense, transportation, and industrial sectors. We offer a wide range of products including plate, sheet, extrusions and precision casting products which allows us to offer tailored solutions to our customers. We seek to differentiate our products and act as a key partner to our customers through our broad product range, advanced R&D capabilities, extensive recycling capabilities and portfolio of plants with an extensive range of capabilities across Europe and North America. In order to reinforce the competitiveness of our metal solutions, we design our processes and alloys with a view to