Update of the 2015 Registration Document
Total Page:16
File Type:pdf, Size:1020Kb
Update of the 2015 Registration Document Including the 2016 half-year financial report This document is a full free translation of the original French text. In case of discrepancies, the French version shall prevail. The original Update of the 2015 Registration Document has been filed with the Autorité des Marchés Financiers (AMF) on August 4, 2016, in accordance with Article 212-13 of the AMF’s general regulations. It complements the 2015 Registration Document filed with the AMF on April 7, 2016 under number D.16-0300. This document has been issued by the Company and commits its signatories. This update of the Registration Document is available on the AMF website (www.amf-france.org) and the one of the issuer (www.atos.net). CONTENTS Contents ................................................................................................................................................. 2 A Persons responsibles .......................................................................................................................... 3 A.1 For the Update of the Registration Document ................................................................................. 3 A.2 For the accuracy of the Update of the Registration Document........................................................... 3 A.3 For the audit .............................................................................................................................. 3 B Atos in the first half of 2016 ............................................................................................................... 4 C Finance ............................................................................................................................................ 6 C.1 Operational review...................................................................................................................... 6 C.2 2016 objectives ........................................................................................................................ 26 C.3 Financial review ....................................................................................................................... 27 C.4 Interim condensed consolidated financial statements .................................................................... 34 C.5 Statutory Auditors’ review report on the half-yearly financial information for the period from January 1st to June 30, 2016 ................................................................................................................................. 53 D Corporate governance ...................................................................................................................... 54 D.1 Office renewals and appointment of directors ............................................................................... 54 D.2 Composition of the Board of Directors ......................................................................................... 54 D.3 Combined General Meeting held on May 26, 2016 ......................................................................... 54 D.4 Executive compensation and stock ownership .............................................................................. 55 E Common Stock Evolution .................................................................................................................. 58 E.1 Basic data ............................................................................................................................... 58 E.2 Dividend policy ......................................................................................................................... 59 E.3 Financial calendar ..................................................................................................................... 59 E.4 Contacts .................................................................................................................................. 59 E.5 Common stock ......................................................................................................................... 60 F Risks analysis ................................................................................................................................. 64 G Locations ........................................................................................................................................ 66 H Full index ....................................................................................................................................... 67 2/69 A PERSONS RESPONSIBLES A.1 For the Update of the Registration Document Thierry Breton CEO and Chairman, Atos A.2 For the accuracy of the Update of the Registration Document I hereby declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Update to the 2015 Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. I hereby declare that, to the best of my knowledge, the condensed consolidated financial statements of Atos S.E., for the period from January 1st to June 30, 2016 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the financial position and results of the Company and all the other companies included in the scope of consolidation, and that the included half-year financial report gives a fair description of the material events that occurred in the first six months of the financial year and their impact on the financial statements, the main related party transactions, as well as a description of the main risks and uncertainties for the remaining six months of the year. I obtained a statement from the Statutory Auditors at the end of their engagement affirming that they have examined the information in respect of the financial position and the accounts contained herein and read the whole of the Update of the 2015 Registration Document. Thierry Breton CEO and Chairman, Atos Bezons, August 3, 2016 A.3 For the audit Appointment and term of offices Statutory Auditors Substitute Auditors Grant Thornton Cabinet IGEC Victor Amselem Appointed on: May 27, 2014 for a term of 6 Appointed on: May 27, 2014 for a term of 6 years years Term of office expires: at the end of the AGM Term of office expires: at the end of the AGM held to adopt the 2019 financial statements held to adopt the 2019 financial statements Deloitte & Associés Cabinet B.E.A.S. Jean Pierre Agazzi Appointed on: May 30, 2012 for a term of 6 Appointed on: May 30, 2012 for a term of 6 years years Term of office expires: at the end of the AGM Term of office expires: at the end of the AGM held to adopt the 2017 financial statements held to adopt the 2017 financial statements 3/69 B ATOS IN THE FIRST HALF OF 2016 January On January 19, 2016, Atos announced that it has been ranked by PAC as one of the top three leading security IT services providers in Europe, the Middle East & Africa. The report ranks the top 20 IT security software vendors and the top 20 IT security services providers in EMEA. For IT services providers it considers infrastructure support, project and outsourcing services as well as application management and project services. It also takes into account BPO services as well as costs for hardware and personnel. On January 20, 2016, Atos announced it has completed the acquisition from Gores Group and Siemens of Unify, the world number three in integrated communication solutions generating € 1.2 billion annual revenue. The acquisition creates a unique integrated proposition for unified communications improving the social collaboration, digital transformation and business performance of its clients. As disclosed on January 21, 2016, the bullion servers from Bull, the Atos brand for technology products and software, have again beaten performance records, according to the international benchmark from Standard Performance Evaluation Cooperative (SPEC). Performed with a 16-socket configuration, this benchmark demonstrates that the high-end enterprise bullion x86 servers perform at exceptional levels and are the most powerful in the world in terms of speed and memory. Orange Cyberdefense and Atos, through its technology brand Bull, announced on January 25, 2016 having signed a strategic partnership to jointly take on the secure mobile terminal communications market. This partnership with Atos completes Orange Cyberdefense range of communications security solutions. Under the agreement, Orange Cyberdefense will be selling Hoox, the most secure smartphone on the market, to its customers. February On February 24, 2016, Atos announced its 2015 annual results. All 2015 objectives were achieved. Revenue was € 10,686 million, up +18% year-on-year and +0.4% organically. Operating margin was € 883.7 million, representing 8.3% of revenue, compared to 7.1% in 2014 at constant scope and exchange rates. Order entry was € 11.2 billion leading to a book to bill ratio of 105%. Full backlog increased by €+2.9 billion to € 19.1 billion, representing 1.7 year of revenue. Net cash position was € 593 million at the end of 2015. Free cash flow was € 450 million in 2015 compared to € 367 million in 2014. Net income was € 437 million, up +55% year-on-year and net income Group share was € 406 million, up +53% compared to 2014. Significant further improvements are planned in 2016 April On April 07, 2016, Atos launched its fully integrated business-driven analytics solution – Atos Codex. According to Gartner,