Registration Document 2009/10
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REGISTRATION DOCUMENT 2009/10 Registration Document 2009/10 The original French version of this Registration Document was fi led with the Autorité des marchés fi nanciers on 26 May 2010 in accordance with Article 212-13 of its General Regulation. It may be used in connection with an offering of securities if it is supplemented by a prospectus (“note d’information”) for which the Autorité des marchés fi nanciers has issued a visa. 2009/ 10 CONTENTS 1 GROUP ACTIVITY 3 Overview 4 Sector review 12 Operating and fi nancial review 37 2 FINANCIAL INFORMATION 47 Consolidated fi nancial statements 48 Statutory accounts 117 3 RISK FACTORS 139 4 CORPORATE GOVERNANCE 147 Chairman’s report pursuant to article L. 225-37 of the French Commercial Code 148 Executive Committee 187 Independent Auditors’ report prepared in accordance with article L. 225-235 of the French Commercial Code 189 Interests of the offi cers and employees in the share capital 190 Related-party agreements and commitments 202 Independent Auditors 203 5 SUSTAINABLE DEVELOPMENT 205 Sustainable development and Alstom Corporate Responsibility 206 Environmental information 213 Social information 221 Relationships with stakeholders 236 Assessment of Alstom Corporate Responsibility 241 Review report by one of the Statutory Auditors on a selection of Environment, Health and Safety indicators published in Alstom’s 2009/10 Registration Document 242 6 ADDITIONAL INFORMATION 245 Information on the Group and the holding Company 246 Information on the share capital 253 Simplifi ed organisation chart as of 31 March 2010 268 Information on the Annual Financial Report 269 Information on the Registration Document 270 1 GROUP ACTIVITY 4 Overview 37 Operating and fi nancial review 4 Group general organisation 37 Income statement 4 Main events of fi scal year 2009/10 39 Balance sheet 8 General comments on activity and results 40 Liquidity and capital resources 11 Outlook 41 Use of non-GAAP fi nancial indicators 45 Statutory Auditors’ report on profi t forecasts 12 Sector review 12 Power Sector 30 Transport Sector 36 Corporate and Others ALSTOM - REGISTRATION DOCUMENT 2009/10 3 OVERVIEW Management Report Overview GROUP GENERAL ORGANISATION MAIN EVENTS Alstom serves the power generation market through its Power Sector, OF FISCAL YEAR 2009/10 and the rail transport market through its Transport Sector. Alstom designs, supplies and services a complete range of technologically advanced products and systems for its customers, and possesses a Robust results in a diffi cult unique expertise in systems integration and through-life maintenance commercial environment and service. In fi scal year 2009/10, orders amounted to €14.9 billion Alstom’s commercial activity over fi scal year 2009/10 was heavily and sales to €19.7 billion. On 31 March 2010, the backlog amounted impacted by the global economic downturn, with orders declining to €42.6 billion. sharply under the effect of the worldwide recession. On the operational side, the Group remained focused on project execution and tight cost Alstom believes the power and transport markets in which the Group control and achieved an outstanding performance, improving both its operates are sound, offering: revenues and its operating margin. • solid long-term growth prospects based on customers’ needs to expand essential infrastructure systems in developing economies Order intake at €14.9 billion declined substantially as lack of visibility and to replace or modernise them in the developed world; and led customers to postpone a number of infrastructure projects. By • attractive opportunities to serve the existing installed base. contrast, the fi scal year 2008/09 had benefi ted from an exceptional surge in demand, with orders received at a record level of €24.6 billion. Alstom believes it can capitalise on its long-standing expertise in Alstom’s backlog remains strong at €42.6 billion, representing these two markets to achieve competitive differentiation. Alstom is 26 months of sales. strategically well positioned for the following reasons: • Alstom has global reach, with a presence in around 70 countries The main commercial successes recorded this year included: worldwide; • for Power, contracts for the construction of the largest combined- • Alstom is a recognised technology leader in most of its fi elds of cycle power plant in the United Kingdom, including fi ve GT26™ and activity, providing best-in-class technology; and the associated operation and maintenance contract, a turnkey coal- • the Group benefi ts from one of the largest installed bases of equi- fi red power plant in Slovenia, equipment for a thermal power plant pment in power generation and rolling stock, which enables it to in Germany and hydro pumped-storage power plants in Switzerland; develop its service activities. • for Transport, large orders for regional trains, suburban trains and tramways in France, tramways and metros in Brazil, metros in the An international network coordinates the presence of Alstom throu- Netherlands, regional trains in Germany and several signalling ghout the world. This network supports the Sectors in their business projects around the world. development and sales. Delivering its high quality backlog, the Group achieved record On 31 March 2010, Alstom had a total of approximately operational results. Sales increased by 5%, on an actual and organic 76,500 employees worldwide. basis, reaching €19.7 billion. Income from operations improved at €1,779 million, a 16% increase, and operating margin rose from 8.2% to 9.1%. The quality of orders in backlog and the attention paid to project execution played a major part in this performance. In addition, specifi c actions were taken to cut costs and increase the fl exibility of the industrial base. During the fi scal year 2009/10, net profi t (Group share) increased by 10% to €1,217 million. The Group’s free cash fl ow dropped to €185 million but remained posi- tive, the good operational performance having more than compensated the deterioration of working capital resulting from lower order intake. 4 ALSTOM - REGISTRATION DOCUMENT 2009/10 OVERVIEW Management Report Pursuing strategic priorities • productivity improvement in various manufacturing facilities for key components in France, Belgium, Germany and Italy. for development 1 In December 2009, Alstom and Bharat Forge Ltd (BFL), a global leader ADAPT THE GROUP’S COST STRUCTURE in manufacturing and metal-forming, fi rmed up their agreement in TO THE COMMERCIAL ENVIRONMENT principle signed in November 2008 to set up a joint venture company Since the start of the fi nancial crisis, a programme to reinforce the based in India to manage the whole process from engineering and control of selling and administrative expenses has been implemented manufacturing to selling and commissioning of 600 MW to 800 MW across the Group. A series of short-term specifi c actions delivered turbine island for coal-fuelled power plants. The implementation of positive results; in addition, several initiatives were taken to boost this agreement will complement Alstom’s local presence in boiler the effi ciency of support functions and optimise sourcing and supply manufacturing, turn the Group into a major player in the fast growing chain management. Indian energy market and strengthen its position in Asia. Group Activity In response to the economic uncertainty, Alstom adapted the On 1 March 2010, Alstom and Transmashholding (TMH), Russia’s management of its workforce, strictly limiting new recruitments to largest railway equipment manufacturer, fi rmed up the strategic backlog execution, reducing fi xed term contracts and using specifi c partnership agreement that they had agreed on in March 2009. Both measures in some countries. The Group also adjusted the capacities partners signed: of some of its industrial sites to their workload, downsizing sites for • a Share Purchase Agreement under the terms and conditions of the production of boilers in the Czech Republic and for rolling stock in which Alstom acquires a 25% stake +1 share in Transmashholding’s the United States of America and Brazil. parent company, Breakers Investment BV. This acquisition is subject to the fulfi lment of certain conditions; As a result of these measures and despite a growing activity, selling • an amendment to the current Shareholders’ Agreement on the and administrative expenses decreased from €1,392 million in company’s management governance; 2008/09 to €1,331 million in 2009/10, representing a decrease in • a Master Cooperation Agreement which specifi es the terms accor- percentage of sales from 7.4% to 6.8%. Total headcount decreased from ding to which their joint activities in developing and manufacturing 81,500 at the end of March 2009 to 76,500 at the end of March 2010. new rolling stock and components for railway equipment are to be carried out. EXPAND AND MODERNISE THE INDUSTRIAL FOOTPRINT As part of the strategic partnership agreement, a representative of In 2009/10, Alstom invested €470 million in capital expenditure Alstom Transport was appointed Transmashholding’s new deputy programmes (excluding capitalised development costs) to expand its managing director. He was joined in Russia by a team of experts in industrial base on key geographical markets and to adapt its footprint manufacturing, engineering, human resources and fi nancial control. to the evolution of demand. A 50/50 joint engineering company – “Tekhnologii Relsovogo For Power, main capital expenditure programmes included: Transporta – TRT” – has already been set up and registered