REGISTRATION DOCUMENT Annual Financial Report 2014/15 SUMMARY REGISTRATION DOCUMENT 2014/15
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REGISTRATION DOCUMENT Annual Financial Report 2014/15 SUMMARY REGISTRATION DOCUMENT 2014/15 MESSAGE OF THE CHAIRMAN 2 DESCRIPTION CORPORATE GOVERNANCE 193 1 OF GROUP ACTIVITIES AFR 5 5 Chairman’s report AFR 194 Transaction to sell the Energy businesses Executive Committee 238 to General Electric 6 Statutory Auditors’ report prepared Alstom Transport 6 in accordance with Article L. 225‑235 Discontinued operations 19 of the French Commercial Code on the report prepared by the Chairman of the Board Alstom Thermal Power 19 of ALSTOM AFR 239 Alstom Renewable Power 30 Interests of the officers and employees Alstom Grid 39 in the share capital 240 Related‑party agreements and commitments 248 Statutory Auditors AFR 249 MANAGEMENT REPORT 2 ON CONSOLIDATED FINANCIAL STATEMENTS SUSTAINABLE DEVELOPMENT: FISCAL YEAR 2014/15 AFR 49 6 ALSTOM’S SOCIAL RESPONSIBILITY Main events of fiscal year 2014/15 50 AND INNOVATION 251 General comments on activity and results 54 Alstom’s contribution to sustainable development 252 Outlook 55 Innovation 268 Operational analysis 56 Environmental performance 270 Operating and financing review 61 Social performance 280 Relationships with external stakeholders 296 Methodology 305 AFR FINANCIAL INFORMATION 71 Synthesis of indicators/key figures 2014/15 307 3 Consolidated financial statements 72 Report by one of the Statutory Auditors, Statutory Accounts 148 appointed as an independent third party, on the consolidated environmental, labour and social information presented in the management report 310 RISK FACTORS AFR 173 Table of Compulsory CSR Information AFR 313 4 Risks in relation to the economic environment and Group activities 174 Operating risks 178 ADDITIONAL INFORMATION 315 Financial risks 182 7 Information on the Group and the holding Company 316 Risks in relation to acquisitions, disposals AFR and other external growth operations 186 Information on the share capital 323 Risks in relation to the transactions Simplified organisation chart as of 31 March 2015 337 contemplated with general electric 187 Information on the Annual Financial Report 338 Legal and tax risks 188 Information on the Registration Document AFR 339 Risk management policy and insurance 191 Table of reconciliation 340 The Content of the Annual Financial Report is identified in the summary table with the help of the pictogram AFR Société anonyme with share capital €2,169,293,924 3, avenue André Malraux – 92300 Levallois‑Perret – RCS: 389 058 447 Nanterre REGISTRATION DOCUMENT 2014/15 ANNUAL FINANCIAL REPORT The original French version of this Registration Document was filed with theAutorité des marchés financiers (AMF) on 21 May 2015 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’opération”) for which the AMF has issued a visa. This document has been prepared by the issuer under the responsability of its signatories. This Registration Document includes all elements of the Annual Financial Report specified by Article L. 451‑1‑2 of the Code monétaire et financier and Article 222‑3 of the AMF’s General Regulation. A table of reconciliation is provided on page 340. This Registration Document is available on our website: www.alstom.com. ALSTOM – REGISTRATION DOCUMENT 2014/15 1 MESSAGE OF THE CHAIRMAN PATRICK KRON – Chairman and Chief Executive Officer How would you describe Alstom results in fiscal year 2014/15? It should be noted that these results are presented differently from previous years. Indeed, international accounting standards require that the discontinued energy operations – those corresponding to Thermal Power, Renewable Power and Grid – are separated from continued operations – those of Transport. Alstom delivered a very strong commercial performance in its Transport activity in 2014/15, booking a record level of orders over €10 billion, resulting in a more than €28 billion backlog corresponding to four and a half years of sales. We have set a solid base for growth in emerging markets with contracts in South Africa, Qatar, Australia or Mexico and we have strengthened our positions in our traditional markets. We achieved our 2014/15 targets with sales up 7% on a like‑for‑like basis while the operating margin improved from 4.7% to 5.2%, benefiting from good project execution and the strict implementation of our performance plan. Following a very negative trend of the free cash flow during the first half, the situation improved in the second half, even if it remains negative for the full fiscal year. Globally, we have achieved the targets we set for this fiscal year. Following these good results in Transport activity, what does the future of Alstom look like? These results underline the strengths of Alstom focused on its Transport activities. Alstom is a world leader. It enjoys a growing market, led by urbanisation and environmental priorities. It benefits from global footprint and it is able to carry out major infrastructure projects, as illustrated by the €4 billion contract signed in South Africa. 2 ALSTOM – REGISTRATION DOCUMENT 2014/15 MF essage O THE CHAIRMAN Alstom achieved its Alstom will be reinforced with the acquisition of General Electric signalling and will benefit from financial strength targets and as a result of the transaction with General Electric, since two thirds of the proceeds will be used to consolidate the project Alstom’s balance sheet and make it debt‑free. This is why we can confirm with these annual results our with General medium term guidance: an organic sales growth over 5% per year, a gradual improvement of the operating margin in the 5‑7% range and a free cash flow in line with Electric net income. The strategy remains unchanged: is moving yy seize growth opportunities thanks to our innovation and investment policy; ahead yy continue efforts to improve our performance and to reduce our costs in a very competitive market. What is the status of the project with General Electric? Can you give an update on the next steps towards the closing? The project with General Electric is progressing. Key milestones were reached at the end of 2014. Consultation process with work councils was completed, the master agreement and all the related documentation were signed between Alstom and General Electric, the French Foreign Investment authorisation was obtained and, on 19 December 2014, the shareholders approved the transaction by a majority of 99.2%. Competition and regulatory authorisations processes are underway. General Electric and Alstom are actively working to complete the process and achieve a closing in the coming months. After completion of the transaction, we plan to call a Shareholders’ Meeting to vote on the amount of cash proceeds to be distributed to shareholders. ALSTOM – REGISTRATION DOCUMENT 2014/15 3 4 ALSTOM – REGISTRATION DOCUMENT 2014/15 DESCRIPTION 1 OF GROUP ACTIVITIES TRANSACTION TO SELL THE ENERGY BUSINESSES TO GENERAL ELECTRIC 6 ALSTOM TRANSPORT AFR 6 Industry characteristics 6 Competitive position 9 Strategy 9 Offering 10 Research and development 16 DISCONTINUED OPERATIONS AFR 19 ALSTOM THERMAL POWER AFR 19 Industry characteristics 19 Competitive position 22 Offering 22 Research and development 29 ALSTOM RENEWABLE POWER AFR 30 Industry characteristics 30 Competitive position 33 Offering 33 Research and development 37 ALSTOM GRID AFR 39 Industry characteristics 39 Competitive position 41 Offering 41 Research and development 45 The Content of the Annual Financial Report is identified in the summary table with the help of the pictogram AFR ALSTOM – REGISTRATION DOCUMENT 2014/15 5 DESCRIPTION OF GROUP ACTIVITIES Alstom Transport 1 TRANSACTION TO SELL THE ENERGY BUSINESSES TO GENERAL ELECTRIC On 20 June 2014, Alstom’s Board of Directors unanimously recommended the offer from General Electric to acquire Alstom’s Energy businesses (Thermal Power, Renewable Power and Grid activities, as well as corporate and shared services) and to set up three alliances under the form of joint‑ventures in some of these activities. After completion of this operation, the Group will focus on its rail transportation activities. In this context, Thermal Power, Renewable Power and Grid activities were classified as Discontinued Operations. ALSTOM TRANSPORT Alstom Transport is one of the global leaders in rail transport equipment, systems, services and signalling for urban, suburban, regional and main line passenger transportation, as well as for freight transportation. It benefits from a growing market with solid fundamentals, driven by economic growth, growing urbanisation, environmental concerns and public spending. In this context, Transport has been able to develop both a local and global presence that distinguishes it from many of its competitors, while providing it with a real sense of proximity to its clients and greater industrial flexibility. Its products, which constitute one of the most complete and integrated product offerings on the market today, together with its position as a technological leader, place Alstom in a unique position through which it is able to benefit from the worldwide growth of the rail transport market. Lastly, in order to generate profitable growth, Transport focuses on operational excellence and continuous efforts toward improvement. INDUSTRY CHARACTERISTICS Main markets MARKET PER PRODUCT (annual average value) Market evolution In € billion According to UNIFE (Union of European Rail Industries, Union des 140 industries ferroviaires européennes), the annual accessible worldwide 121 120 market for the 2011‑2013 period is estimated at €102 billion. This 108 market should grow to reach an annual average of €121 billion over 102 100 the 2017‑2019 period, which corresponds to an average annual growth rate of +2.8% (source: 2014 UNIFE Report). 80 Regional trains Urban trains 60 Main line trains Freight trains 40 Services Infrastructure 20 Signalling 0 2011-2013 2014-2016* 2017-2019* Source: Alstom — UNIF E * Forecasted data. 6 ALSTOM – REGISTRATION DOCUMENT 2014/15 DESCRIPTION OF GROUP ACTIVITIES Alstom Transport MARKET PER REGION (annual average value) In € billion market, which should grow from €22 billion to €27 billion per year from 140 2011‑2013 to 2017‑2019.