New Generation Leader
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NEW GENERATION LEADER Annual Report and Financial Statements for 2015 NEW GENERATION LEADER Public Joint Stock Company “Research and Production Corporation “United Wagon Company” (UWC) is the leader in the production of new generation railcars in the 1,520 track gauge area. The company is an integrated railway holding structure engaged in production, No. 1 No. 1 TOP 3 transportation, operational leasing, engineering and servicing of freight cars. by the production by the fleet of in the operational of new generation new generation leasing market railcars railcars CONTENT STRATEGIC REPORT CORPORATE GOVERNANCE ENGINEERING AND INNOVATION PRODUCTION About the Company ....................................................................2 Corporate governance bodies .............................................66 30 32 Key events .....................................................................................4 Board of Directors ....................................................................68 2015 highlights .............................................................................6 Information for shareholders ................................................. 76 New generation railcars based on the Barber bogie .......8 Success of customers operating new generation railcars ...........................................................10 APPENDICES Key factors of investment appeal ......................................... 12 Statement of management’s responsibilities .................. 79 Management address .............................................................. 14 Independent auditor’s report ................................................80 Success in implementing the strategy ................................ 18 Consolidated financial statements .......................................81 Business model ......................................................................... 24 Contacts ......................................................................................116 Railway market ..........................................................................26 Disclaimer ...................................................................................116 Business overview ...................................................................30 Engineering and innovation ...............................................30 SALES OPERATION SERVICE Production ............................................................................... 32 38 40 42 Sales .......................................................................................... 38 Operation .................................................................................40 Service ...................................................................................... 42 Corporate social responsibility ............................................. 44 Financial performance overview.......................................... 54 Risk management .....................................................................58 1 United Wagon Company Strategic Report Annual Report 2015 ABOUT THE COMPANY 2 UWC manufactures and distributes freight railcars with improved technical and economic PRODUCTION characteristics, taking a leading position in their production in Russia and other CIS countries. The new generation rolling stock is characterised by higher capacity, longer life, operational reliability and lower life cycle costs, which determines its economic advantage in comparison >> The main UWC’s production asset is Tikhvin with the railcars based on the old generation bogies. Freight Car Building Plant (TVSZ) located on 4 the industrial site in the city of Tikhvin, Leningrad region. TikhvinChemMash is also situated there. It was launched in 2015 to produce new generation tank cars. The company is developing joint ventures with OPERATION Wabtec and Timken (USA) to produce innovative components for railcars. In Izhevsk, NPC “Springs” is located, which fully meets the needs of UWC in >> UWC provides services of rolling stock operating 1 heavy-duty springs. through Vostok1520, a transportation company. Read more on p. 32. The company provides a new generation railcar fleet for loading and perfects heavy-haul traffic technologies. Read more on p. 40. ENGINEERING GEOGRAPHY OF UWC PRESENCE 45.6% UP TO 22 thou. share in railcar railcars per year – planned >> All-Union Research and Development Centre manufacture production capacity No. 1 15.5 thou. for Transportation Technology (VNICTT) ensures in Russia in 2016 by the fleet of new railcars under the development of new models of railcars and their generation cars operation St. Petersburg production technology. UWC owns the intellectual property Tikhvin rights on the technologies of two leading manufacturers of bogies – Barber S-2-R (Wabtec, USA) and Motion Control (Amsted Rail, USA), their production and sale in Russia and other CIS countries. Read more on p. 30. Moscow >200 >140 patents in Russia and designers with experience 3 5 other CIS countries in leading research centres and high-tech engineering and car building plants Izhevsk SALES SERVICE >> UWC uses multiple channels to sell its innovative >> The network of service centres based at railcar railcars, which ensures the efficiency of work in all repair depots in Russia, Kazakhstan, and Belarus market conditions. One of the key areas is operational provides maintenance and planned overhaul services IN 2015 UWC REVENUE IN 2015 UWC PRODUCTION leasing. RAIL1520 group of leasing companies, part for new generation railcars produced by UWC. of UWC, is among the three leading players in the Read more on p. 42. INCREASED BY 147% VOLUME GREW BY 28% operational leasing market. RUB bln thou. railcars Read more on p. 38. 2015 42.1 2015 12.4 thou. 2014 2014 TOP 3 16 19 51 17.1 9.6 in the operational railcars owned new service centres service centres lease market joined the partner network in Russia and other 2013 3.1 2013 3.9 in 2015 CIS countries 2012 2.2 2012 1.3 2 3 United Wagon Company Strategic Report Annual Report 2015 KEY EVENTS IPO AND SHARE CAPITAL NEW VENTURES NEW MAJOR CONTRACTS April 2015 December 2015 The company held an IPO TikhvinChemMash Launched On April 30, UWC announced the completion of the initial public UWC launched a new transport engineering company offering (IPO) of its ordinary shares on the Moscow Exchange. producing new generation tank cars – TikhvinChemMash. Under the offering, 12.22% of shares amounting to 9.028 bln Production capacity is up to 3.6 thousand railcars per year. roubles was sold. Based on the established price of 700 roubles The plant will produce more than 15 models and modifications per share, the Company’s market capitalisation reached of tank cars. 73.9 bln roubles. More than 50 Russian and foreign investors participated in Acquisition of Transmashenergo April 2015 December 2015 UWC’s IPO. UWC acquired a 100% stake in Transmashenergo, Agreement of Intent with Logistics 1520 Contract with Uralkali the customer in the construction of a gas piston thermal power UWC and rail operator Logistics 1520 agreed on the supply of up UWC and Uralkali, the world’s largest potash fertiliser producer, July 2015 plant. Our own CHP will ensure the energy security of UWC’s to 600 new 19-9549 grain hopper cars with improved technical signed a contract for the supply of 400 mineral hoppers. UWC changed the composition of its shareholders production facilities within the Tikhvin industrial site. and economic characteristics. The share of ICT Holding Ltd., the main shareholder of UWC, January 2016 (holding shares in the Company through United Wagon Plc) March 2016 June 2015 Agreement with VM-Trans decreased to 74.71%. The share of RONIN Trust was 13.1%. Acquisition of TSZ Titran Express Strategic partnership with Technotrans UWC and rail operator VM-Trans agreed to supply up to 3 thou. The change in shareholding was the result of transactions that As part of the strategy to diversify the business, UWC acquired UWC and rail operator Technotrans announced a strategic new generation freight cars of various types. The shipment of took place on the Moscow Exchange. 100% stake in Tikhvin Assembling Plant Titran Express partnership and signed an agreement of intent to supply freight cars started in Q1 2016. (TSZ Titran Express). The design capacity of the facility allows 500 grain hoppers with improved technical and economic May 2016 for repair and modernisation of more than 3.5 thou. freight cars characteristics. February 2016 UWC SPO per year. NPC “Springs” entered export markets UWC completed a secondary public offer (SPO). The company July 2015 NPC “Springs” started to deliver its products to the USA. placed 7,867,948 shares or 6.9% of the increased authorised Agreement with Eurosib SPb – Transportation Systems The prospective volume of shipments is expected to reach capital for a total amount of more than 5.0 bln roubles. UWC and Eurosib SPb – Transportation Systems, one of 20 thou. car spring sets per year. the leading private railway operators in Russia, signed an agreement on the transfer of up to 1 thou. innovative heavy- March 2016 duty timber flatcars. Agreement with Metafrax PROMISING PRODUCTS Metafrax, Russia’s largest producer and exporter of methanol, September 2015 purchased from UWC 134 new generation tank cars for Agreement with Eurosib SPb – Transportation Systems transportation of methanol. UWC and Eurosib SPb – Transportation Systems signed an agreement on the supply of up to 600 60-feet timber cars April 2016 and up to 100 box-cars