2009 REGISTRATION DOCUMENT Page Page
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092009 REGISTRATION DOCUMENT page page 1 Presentation of the Group 3 5 2009 Statutory fi nancial 1.1. Overview 4 statements 225 1.2. Selected fi nancial information 4 5.1. Bureau Veritas SA statutory fi nancial 1.3. History 7 statements 226 1.4. Business overview 9 5.2. Notes to the statutory fi nancial statements 229 1.5. Presentation of the Group’s businesses 24 5.3. Statutory Auditors’ report on the fi nancial 1.6. Accreditations, approvals and authorizations 56 statements 253 1.7. Information and management systems 58 1.8. Risk factors 58 1.9. Insurance 65 6 Information on the Company and the Capital 255 6.1 General information 256 2 Corporate governance 67 6.2. Organizational structure 257 2.1. Corporate Offi cers and members 6.3. Subsidiaries and other equity of the Executive Committee 68 participations 258 2.2. Report of the Chairman of the Board 6.4. Intra-group contracts 260 of Directors 78 6.5. Industrial franchise, brand royalty 2.3. Corporate Offi cers’ remuneration and benefi ts 93 and know-how licensing contracts 261 6.6. Share capital and voting rights 261 6.7. Major shareholders 267 6.8. Dividend policy 270 3 Management Report on the 6.9. Related-party transactions 270 Company and on the Group 103 6.10. Articles of incorporation and by-laws 274 3.1. Overview of the Company and the Group 104 3.2. Summary of signifi cant accounting policies applied by the Group 108 7 3.3. Highlights of the fi nancial year 111 Additional information 281 3.4. Analysis of the 2009 consolidated 7.1. Bureau Veritas and its shareholders 282 fi nancial statements 113 7.2. Documents available to the public 285 3.5. Events after the balance sheet date 128 7.3. Signifi cant contracts 285 3.6. Outlook 129 7.4. Legal, administrative, government 3.7. QHSE Policy (Quality, Health, Safety, and arbitration procedures and and Environment) 130 investigations 285 3.8. Human Resources 141 7.5. Signifi cant changes in fi nancial 3.9. Interests of Executive Corporate Offi cers, or commercial conditions 286 Directors and certain employees 7.6. Information from third parties, expert in the capital of Bureau Veritas 146 certifi cates and interested parties 287 3.10. Additional information concerning 7.7. Principal property, plant and equipment 287 the Company in view of the approval 7.8. Research and development, patents of the 2009 accounts 153 and licenses 288 7.9. Date of the most recent fi nancial information 288 7.10. Interim and other fi nancial information 288 4 2009 consolidated fi nancial 7.11. Persons responsible 289 statements 159 7.12. Statutory Auditors 290 4.1. IFRS Consolidated Financial Statements 7.13. Cross-reference index 292 at December 31, 2009 160 4.2. Notes to the consolidated fi nancial statements 165 4.3. Statutory Auditors’ report on the consolidated fi nancial statements 224 II • DOCUMENT DE RÉFÉRENCE 2009 BUREAU VERITAS REGISTRATION DOCUMENT 2009 This document is a non-certified free translation of the French language Document de référence 2009, which was filed with the Autorité des marché s financiers (AMF) on April 12, 2010 , under number R.10-019 , pursuant its General Regulations and more particularly the provisions of Article 212-13. This document may be used in support of a financial transaction only where it is supplemented by a prospectus approved by the AMF. It was drawn up by the issuer and binds the signatories. The filing, pursuant to the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, was carried out after the AMF had checked “that the document is complete and understandable, and that the information therein is consistent”. This does not imply verification by the AMF of the accounting and financial items presented. Copies of this Registration Document are available free of charge from the registered offi ce of Bureau Veritas at 67-71 Boulevard du Château – 92200 Neuilly-sur-Seine - France. It may also be consulted on the website of Bureau Veritas (www.bureauveritas.com) and on the website of the AMF (www.amf-france.org). Pursuant to Article 28 of Commission Regulation (EC) No. 809/2004, the following information is included by reference in this Registration Document: • the management report, the consolidated fi nancial statements in respect of fi scal year 2008 as well as the corresponding audit report set out on pages 97 to 148, 149 to 215 and 215-216 of the Registration Document fi led with the AMF on April 23, 2009 under number R .09-026; • the management report, the consolidated fi nancial statements in respect of fi scal year 2007 as well as the corresponding audit report set out on pages 85 to 126, 127 to 190 and 191-192 of the Re gistration Document fi led with the AMF on April 21, 2008 under number R .08-028. BUREAU VERITAS 2009 REGISTRATION DOCUMENT • 1 2 • 2009 REGISTRATION DOCUMENT BUREAU VERITAS 1 OF THE GROUP 1 PRESENTATION Presentation of the Group page 1.1. Overview 4 1.2. Selected fi nancial information 4 1.3. History 7 1.4. Business overview 9 1.5. Presentation of the Group’s businesses 24 1.6. Accreditations, approvals and authorizations 56 1.7. Information and management systems 58 1.8. Risk factors 58 1.9. Insurance 65 BUREAU VERITAS 2009 REGISTRATION DOCUMENT • 3 PRESENTATION OF THE GROUP 1 Overview 1.1. Overview Founded in 1828, Bureau Veritas considers itself to be the world’s • inspection, audit, measuring and testing services in the fi elds of second largest group (based on revenue and number of employees health, safety and environment (Health, Safety & Environment in 2009) off ering, conformity assessment and certifi cation services business (HSE)); in the areas of quality, health, safety, environment and social construction services (Construction business); responsibility (“QHSE”), and considers itself to be the world leader for • QHSE services excluding commodities testing. The Group’s business • certifi cation of management systems or services (Certifi cation involves inspecting, testing, auditing or certifying products, assets business); (such as buildings, industrial infrastructure, equipment and ships) inspection and testing of consumer products (Consumer Products and management systems (particularly against ISO standards) • business); and based on regulatory or voluntarily adopted standards. services related to customs control and international trade The Group is one of the world leaders in the markets where its eight • services (Government Services & International Trade business businesses are present: - GSIT). ship classifi cation (Marine business); • The Group currently operates in more than 140 countries through a • industry services (Industry business); network of approximately 900 offi ces and laboratories. It employs more than 39,000 people and has a portfolio of over 370,000 clients. • inspection and verifi cation of equipment in service (In-Service Inspection & Verifi cation business (IVS)); 1.2. Selected fi nancial information The tables below set forth information taken from the Group’s This information should be read and evaluated in conjunction with consolidated fi nancial statements for the years ended December 31, the Group’s audited financial statements and the notes thereto 2007, 2008 and 2009 which were prepared in accordance with IFRS presented in Chapter 4 - 2009 consolidated fi nancial statements and audited. and Chapter 3 - Management report of this Registration Document. ❚ SELECTED INCOME STATEMENT DATA OF BUREAU VERITAS (in millions of euros) 2009 2008 2007 Revenue 2,647.8 2,549.4 2,066.9 Adjusted operating profi t (a) 433.2 387.6 312.1 Adjusted operating margin (in %) 16.4% 15.2% 15.1% Net fi nancial expense (61.1) (69.7) (47.7) Attributable net profi t 252.7 217.2 158.4 A ttributable a djusted net profit (a) (b) 273.5 231.4 193.2 (a) Before income and expenses related to acquisitions and other non-recurring items. (b) Details of Group adjusted attributable net profi t are provided in section 3.4.1 of Chapter 3 – Management report of this Registration Document. 4 • 2009 REGISTRATION DOCUMENT BUREAU VERITAS PRESENTATION OF THE GROUP Selected fi nancial information ❚ RECONCILIATION OF OPERATING PROFIT WITH ADJUSTED OPERATING PROFIT 1 (in millions of euros) 2009 2008 2007 Operating profi t 405.4 368.5 265.5 Amortization of intangible assets resulting from business combinations 19.8 17.9 9.6 Goodwill impairment 1.9 1.2 0.3 Discontinued activities 6.1 - - OF THE GROUP Management fees paid to the principal shareholder - - 1.6 PRESENTATION Initial public off ering related expenses - - 35.1 Adjusted operating profit 433.2 387.6 312.1 ❚ SELECTED CASH FLOW DATA OF BUREAU VERITAS (in millions of euros) 2009 2008 2007 Consolidated net profi t 257.7 223.6 163.5 Movements in working capital 46.6 (62.5) (10.1) Net cash generated from operating activities 418.6 315.4 217.3 Purchases of property, plant and equipment and intangible assets (65.3) (88.1) (51.0) Proceeds from sales of property, plant and equipment and intangible assets 0.6 2.0 1.5 Dividends received - - 1.3 Interest paid (43.8) (40.0) (35.5) Levered free cash flow (a) 310.1 189.3 133.6 (a) Cash fl ow after tax, interest expenses and capital expenditure . ❚ SELECTED BALANCE SHEET DATA (in millions of euros) 2009 2008 2007 Total non-current assets 1,310.3 1,258.8 898.9 Total current assets 987.3 1,009.4 910.3 Total equity 501.2 283.8 165.5 Non-current fi nancial liabilities 742.7 978.6 742.2 Other non-current liabilities 226.0 246.6 190.3 Current liabilities 828.2 756.3 716.7 Net financial debt (a) 679.3 907.7 667.3 (a) Net fi nancial debt is defi ned as the Group’s total fi nancial liabilities less marketable securities and similar receivables and cash and cash equivalent.