2015 Registration Document
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2015 Registration Document Annual fi nancial report Contents 1 4 Presentation of the Company Financial information 129 and its activities 5 4.1 Analysis on Capgemini 2015 AFR 1.1 Milestones in the Group’s history and its values 6 Group consolidated results 130 1.2 The Group’s activities 8 4.2 Consolidated fi nancial statements AFR 136 1.3 Main Group subsidiaries and simplifi ed 4.3 Comments on the Cap Gemini S.A. organization chart 13 Financial Statements AFR 196 1.4 The market and the competitive environment 15 4.4 2015 fi nancial statements AFR 199 1.5 2015: a year of development and acceleration 17 4.5 Other fi nancial and accounting information AFR 223 1.6 Investment policy, fi nancing policy and market risks AFR 25 1.7 Risk analysis AFR 26 5 Cap Gemini 2 and its shareholders 225 Corporate governance 5.1 Cap Gemini share capital AFR 226 and Internal control 33 5.2 Cap Gemini and the stock market 231 5.3 Current ownership structure 235 2.1 Organization and activities 5.4 Share buyback program AFR 237 of the Board of Directors AFR 34 2.2 General organization of the Group AFR 56 2.3 Compensation of executive corporate offi cers AFR 59 2.4 Internal control and risk 6 management procedures AFR 71 2.5 Statutory Auditors’ report prepared in accordance Report of the Board of Directors and with Article L. 225-235 of the French Commercial draft resolutions to be presented at Code on the report prepared by the Chairman the Combined Shareholders’ Meeting of the Board of Directors AFR 80 of May 18, 2016 239 6.1 Resolutions presented at the Ordinary Shareholders’ Meeting 240 6.2 Resolutions presented at the Extraordinary 3 Shareholders’ Meeting 252 6.3 Biographies of the candidates Cap Gemini, its values, Employees for the Board of Directors 270 and Corporate Responsability 6.4 Glossary and summary table of fi nancial authorizations 273 and Sustainability (CR&S) 81 6.5 Statutory auditors’ reports 282 3.1 Our approach to CR&S 82 3.2 Human resources, a key Group asset 88 3.3 Environmental responsibility 108 3.4 Engaging with stakeholders 116 7 3.5 Independent external analysis 123 3.6 Grenelle correlation table 126 Additional Information 289 7.1 Legal information 290 7.2 Group Management structure 294 7.3 Persons responsible for the information 295 8 Cross-reference table 299 8.1 Information required under Commission Regulation (EC) no.809/2004 300 8.2 Annual Financial Report cross reference table 301 8.3 Cross-reference table for the Management Report required under Articles L. 225-100 and seq. of the French Commercial Code 302 The information from the Annual Financial Report is clearly identifi ed in the table of contents by the AFR symbol AFR 2015 Registration Document Annual fi nancial report The French version of this Registration Document (Document de 2. Relating to the year ended December 31, 2013: Reference) was filed with the Autorité des Marchés Financiers • the management report, consolidated financial statements (AMF) on April 6 , 2016, pursuant to Article 212-13 of the AMF’s and the Statutory Auditors’ report on the consolidated financial General Regulations. It may be used in connection with a financial statements, set out in the registration document filed on April 3, transaction if it is accompanied by an Information Memorandum 2014 under no. D.14-0283 (pages 276 to 277 and 118 to 185, approved by the AMF. This document was prepared by the issuer respectively); and engages the responsibility of its signatories. • the parent company financial statements of Cap Gemini S.A. and In accordance with Article 28 of European Regulation no. 809/2004 the Statutory Auditors’ report on the parent company financial of April 29, 2004, the following information is incorporated by statements set out in the registration document filed on April 3, reference in this registration document: 2014 under no. D.14-0283 (pages 186 to 209 and 210 to 211, 1. Relating to the year ended December 31, 2014: respectively); • the management report, consolidated financial statements • the Statutory Auditors’ special report on regulated agreements and the Statutory Auditors’ report on the consolidated financial and commitments, set out in the registration document filed on statements, set out in the registration document filed on April 1, April 3, 2014 under no. D.14-0283 (page 212). 2015 under no. D.15-0276 (pages 270 to 271 and 130 to 194, Copies of the registration document are available from Cap Gemini respectively); S.A., 11 rue de Tilsitt, 75017 Paris, on its corporate website at • the parent company financial statements of Cap Gemini S.A. http:// investor.capgemini.com, and on the website of the AMF and the Statutory Auditors’ report on the parent company at www.amf-france.org. financial statements set out in the registration document filed on April 1, 2015 under no. D. 15-0276 (pages 195 to 216 and 217, respectively); • the Statutory Auditors’ special report on regulated agreements and commitments, set out in the registration document filed on April 1, 2015 under no. D. 15-0276 (page 218). 2015 REGISTRATION DOCUMENT — CAPGEMINI 1 For the fiscal year 2015 Board of Directors Statutory Auditors Serge KAMPF, Honorary Chairman and Vice-Chairman* PricewaterhouseCoopers Audit Paul HERMELIN, Chairman and Chief Executive Offi cer Represented by Françoise GARNIER Daniel BERNARD, Lead Independent Director KPMG S.A. Represented by Frédéric QUELIN Anne BOUVEROT Yann DELABRIÈRE Laurence DORS Phil LASKAWY Xavier MUSCA Pierre PRINGUET Bruno ROGER Lucia SINAPI-THOMAS Caroline WATTEEUW-CARLISLE Kevin MASTERS , Representative of the International Works Council – Non-voting guest. * Serge KAMPF passed away on March 15, 2016 2 2015 REGISTRATION DOCUMENT — CAPGEMINI Financial highlights Consolidated Financial Statements in millions of euros 2011 2012 2013 2014 2015 Revenues 9,693 10,264 10,092 10,573 11,915 Operating expenses (8,950) (9,435) (9,235) (9,603) (10,653) Operating margin * 743 829 857 970 1,262 % of revenues 7.7% 8.1% 8.5% 9.2% 10.6% Operating profit 600 606 720 853 1,022 % of revenues 6.2% 5.9% 7.1% 8.1% 8.6% Profit for the year attributable to owners of the Company 394 353 442 580 (1) 1,124 % of revenues 4.1% 3.4% 4.4% 5.5% 9.4% Earnings P er S hare Average number of shares during the year 153,595,650 155,795,618 158,147,868 157,855,433 168,452,917 Normalized earnings per share * (in euros) 3.30 3.29 3.41 4.22 4.84 Dividend per share for the year (in euros) 1.00 1.00 1.10 1.20 (2) 1.35 GOODWILL AT DECEMBER 31 3,768 3,702 3,601 3,784 7,055 EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY 4,239 4,482 4,458 5,057 6,887 AT DECEMBER 31 (NET DEBT) / NET CASH AND CASH EQUIVALENTS * 454 872 678 1,218 (1,767) AT DECEMBER 31 ORGANIC FREE CASH FLOW * AT DECEMBER 31 164 496 (3) 455 668 815 Average number of employees 114,354 121,829 128,126 137,747 161,268 Number of employees at December 31 119,707 125,110 131,430 143,643 180,639 (1) Including the remeasurement of deferred tax assets on US tax loss carry-forwards in the amount of €476 million; (2) Subject to approval by the Combined Shareholders’ Meeting of May 18, 2016; (3) Before the €235 million exceptional contribution to a UK pension fund. * The alternative performance measures monitored by the Group (operating margin, normalized earnings per share, net debt and organic free cash flow) are defined in Note 4, Consolidated Income Statement, Note 10, Earnings per share, Note 20, Net debt / Net cash and cash equivalents and Note 21, Cash flows, respectively. 2015 REGISTRATION DOCUMENT — CAPGEMINI 3 4 2015 REGISTRATION DOCUMENT — CAPGEMINI 1 Presentation of the Company and its activities 1.1 1.5 Milestones in the Group’s history 2015: a year of development and its values 6 and acceleration 17 Seven values at the heart of the Group 7 Making the most of the IGATE acquisition 17 Rapid Digital growth 17 The Cloud provides a strong platform for growth 18 1.2 Capgemini leads the way in Business Services 19 Major contracts signed by Capgemini in 2015 19 The Group’s activities 8 Innovation: helping clients to speed up their integration of emerging technologies 20 IGATE: a strategic acquisition in Capgemini’s history 8 Setting up a Directorate of Competitiveness 21 Four major businesses offering global solutions for Our Talent brings more agility and expertise our clients 8 to the Group 21 Solutions for six major business sectors 9 Honors and Awards 22 An ecosystem of technological partners 9 Capgemini’s publications: a 360° view of our clients’ challenges 23 180,639 Men and Women Supporting Our Clients 10 Corporate Responsibility & Sustainability: New Ambitions 10 A Functional Organization Adapted 1.6 to the Clients’ Needs 11 Revenue for 2015 (by business, sector and region) 12 Investment policy, financing policy and market risks 25 1.3 Investment policy 25 Financing policy and fi nancial rating 25 Main Group subsidiaries and Market risks 25 simplified organization chart 13 1.7 1.4 Risk analysis 26 The market and Identifi cation of risks 26 the competitive environment 15 Risks relating to operations and the strategy 26 Operational risks 27 Competition 15 Legal risks 28 Market trends 16 Financial risks 29 Insurance 30 2015 REGISTRATION DOCUMENT — CAPGEMINI 5 1 Presentation of the Company and its activities 1.1 Milestones in the Group’s history and its values 1.1 Milestones in the Group’s history and its values Capgemini was deeply saddened to hear about the passing of its founder, Serge Kampf, on March 15, 2016 at the age of 81.