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Doha<br />

Istanbul<br />

Moscow<br />

Chennai<br />

Shanghai<br />

Bangkok Jakarta<br />

Tokyo<br />

2007 Annual report<br />

<strong>Driving</strong> <strong>progress</strong><br />

Q


METALS - ALUMINIUM: <strong>Fives</strong> Solios<br />

01 Foreword<br />

02 Chairman’s message<br />

04 Governing bodies<br />

06 Key fi gures<br />

08 Highlights<br />

10 Our values<br />

16 International development<br />

20 Human resources<br />

24 Innovation<br />

28 Aluminium<br />

30 Steel<br />

32 Automotive and Logistics<br />

34 Cement<br />

36 Energy<br />

38 Sugar<br />

41 Financial report<br />

www.fi vesgroup.com<br />

AUTOMOTIVE AND LOGISTICS:<br />

<strong>Fives</strong> Cinetic<br />

CEMENT: <strong>Fives</strong> FCB / <strong>Fives</strong> Pillard<br />

METALS - STEEL: <strong>Fives</strong> Stein / <strong>Fives</strong> DMS /<br />

<strong>Fives</strong> Celes / <strong>Fives</strong> Industries<br />

ENERGY: <strong>Fives</strong> Cryogenie / <strong>Fives</strong> Nordon


ENERGY - SUGAR:<br />

<strong>Fives</strong> Cail<br />

<strong>Fives</strong> designs and supplies process equipment,<br />

production lines and plant facilities on<br />

a turnkey basis for major industrial players,<br />

all over the world.<br />

<strong>Fives</strong>’ experience in industrial engineering and<br />

in managing large projects abroad is unique. Thanks<br />

to the quality of its teams and its fi eld knowledge,<br />

<strong>Fives</strong> is recognized for its ability to manage projects<br />

as a whole within deadlines and in compliance<br />

with performance guarantees.<br />

<strong>Fives</strong>’ multi-sector expertise gives it a global vision<br />

of the industry which provides a continuous source<br />

of innovation for R&D departments. <strong>Fives</strong> shares<br />

this wide variety of accumulated experience with<br />

its customers in an effort to keep searching for<br />

new industrial solutions that combine technology,<br />

safety and profi tability.<br />

www.fi <strong>Fives</strong> 2007 vesgroup.com Overview<br />

01


CHAIRMAN’S MESSAGE<br />

2007 was another exceptional year<br />

for <strong>Fives</strong>, enabling us to envision<br />

the future with confi dence.<br />

In 2007, our commercial successes are refl ected in a spectacular<br />

increase in order intake, which grew by 25% to a record €1.5 billion<br />

and by further growth in sales, which increased by 11% on a<br />

reported basis and by 7% at constant scope and exchange rates.<br />

These results refl ect the dynamic momentum in <strong>Fives</strong>’ markets<br />

and our capacity to make the most of this momentum.<br />

The quality of the Group’s operating performance and fi nancial<br />

results is another source of satisfaction. Operating profi t grew by<br />

21% in 2007, thanks to the quality of the orders taken and the<br />

professionalism of their execution. Net group profi t increased<br />

from €22.9 million to €31.6 million. Shareholders’ equity and<br />

net cash once again increased, to €159 million and €253 million<br />

respectively, thanks to strong generation of free cash fl ows.<br />

These fi nancial performances support the Group’s steady and<br />

sustainable strategic path. They give us the means of accelerating<br />

our ambitious and controlled growth strategy, whose long-term<br />

success will depend on our capacity to invest in order to prepare<br />

the future, by:<br />

Investing in the Group’s main asset: the women and men it<br />

employs. Placing the priority on career management, staff training<br />

and on reinforcing and renewing teams (more than 400 new<br />

hires worldwide in 2007) and enhancing cultural diversity.<br />

Investing in research and development – whose budget was<br />

doubled between 2005 and 2007 – with the double aim of<br />

maintaining or even increasing our technological lead and<br />

enhancing the competitiveness of our solutions, to design, with our<br />

customers, the plants of the future. By reconciling responsible<br />

development and industrial profi t as well as creating solutions<br />

with high environmental added value that reduce energy costs<br />

and carbon dioxide emissions, we will accelerate our growth.<br />

<strong>Fives</strong> 2007 Overview<br />

02<br />

Investing in our sales network, by continuing the active<br />

expansion of recent years – two new representative offi ces were<br />

opened in India and Turkey in 2007 – and by making development<br />

in emerging countries, which accounted for more than<br />

42% of Group sales in 2007, an absolute priority.<br />

Investing in external growth operations with the double aim of<br />

expanding and strengthening the Group’s offer at the technical<br />

and/or geographic level. The integration of Sandvik’s postal and<br />

parcel sorting activities (sales of around €85 million) in the<br />

middle of the year refl ects this logic.<br />

Investing in the set up of a Group Corporate Social Responsability<br />

policy.<br />

Investing in building the <strong>Fives</strong> brand name, which is still new<br />

but which has already been adopted by staff and customers.<br />

The resolutely modern visual identity and corporate tagline<br />

“<strong>Driving</strong> <strong>progress</strong>” express <strong>Fives</strong>’ determination and commitment<br />

to becoming a motor for change and lasting <strong>progress</strong> for customers,<br />

staff and shareholders.<br />

Thanks to an opening order book of more than €1.4 billion (an<br />

increase of 42% over the year), which provides good visibility<br />

on sales despite the more diffi cult economic environment, we can<br />

expect 2008 to be another year of strong growth for the Group.<br />

Further ahead, <strong>Fives</strong> – now stronger than ever thanks to the<br />

fundamental changes undergone in recent years – has real<br />

potential for organic growth that adds much value.<br />

Frédéric Sanchez


www.fi vesgroup.com<br />

03


GOVERNING BODIES<br />

Executive Board<br />

<strong>Fives</strong> is managed by an Executive Board composed of four members,<br />

under the supervision of the Supervisory Board.<br />

Jacques Lefèvre is the Chairman of the Supervisory Board which is composed<br />

of six other members: Guillaume Jacqueau, James Arnell, Stéphane Etroy,<br />

Fabrice Georget, Arnaud Leenhardt and Vincent Pautet.<br />

Executive committee<br />

Daniel Brunelli-Brondex<br />

CEO of <strong>Fives</strong> Stein<br />

Chairman and CEO of <strong>Fives</strong> Celes<br />

James Roget<br />

CEO of <strong>Fives</strong> Nordon<br />

<strong>Fives</strong> 2007 Overview<br />

04<br />

Jean-Marie Caroff<br />

Head of the Group International Development<br />

Department<br />

Jean-Claude Salas<br />

CEO of Solios Environnement and Chairman<br />

and CEO of Solios Carbone<br />

Frédéric Sanchez<br />

Chairman of the Executive Board<br />

The Executive Board is assisted by the Executive committee. As a body whose purpose is the consideration and exchange of information,<br />

this committee reviews specifi c issues and helps the Executive Board in reaching decisions concerning matters falling within its powers.<br />

In particular, the Executive committee deliberates on matters of common interest and questions of coordination between the Group’s<br />

various entities.<br />

Alain Cordonnier<br />

CEO of <strong>Fives</strong> FCB<br />

Jean-Paul Sauteraud<br />

Head of the Group Legal Department


Martin Duverne<br />

Member of the Executive Board<br />

In charge of the Energy and Logistics divisions<br />

Michel Dancette<br />

Chairman and CEO of <strong>Fives</strong> Cail<br />

Michelle XY Shan<br />

Vice President Business Development China<br />

Philippe Ramet<br />

Member of the Executive Board<br />

In charge of Strategic development and Innovation<br />

Jean Ledoux<br />

CEO of F.L. Metal<br />

In charge of the set up of a Corporate Social<br />

Responsibility policy<br />

Jean-Camille Uring<br />

Deputy CEO of <strong>Fives</strong> Cinetic<br />

Lucile Ribot<br />

Member of the Executive Board<br />

Group Chief Financial Offi cer<br />

Jean-Claude Pillard<br />

Chairman and CEO of <strong>Fives</strong> Pillard<br />

05<br />

Paule Viallon<br />

Head of the Group Human Resources Department<br />

www.fi vesgroup.com<br />

05


KEY FIGURES<br />

The Group’s leading position in each<br />

of its markets enabled it to record an exceptional<br />

performance in 2007, mainly through organic growth<br />

in terms of both activity and earnings.<br />

<strong>Fives</strong> 2007 Overview<br />

06<br />

877.1<br />

48.8<br />

40.3<br />

914.3<br />

51.3<br />

43.1<br />

1,024.9<br />

62.3<br />

53.1<br />

1,137.3<br />

2004 2005 2006 2007<br />

74.8<br />

64.4<br />

Group sales grew by 11% thanks to a very strong<br />

opening order book as well as an exceptional<br />

level of order intake.<br />

Operating profi t and operating profi t before amort-<br />

ization and depreciation came to €64.4 million<br />

and €74.8 million respectively, another marked<br />

rise year-on-year. All the Group’s businesses<br />

made a positive contribution to performance.<br />

187.8<br />

133.1<br />

2004<br />

190.0<br />

2005<br />

In euros millions In euros millions<br />

Sales<br />

Operating profi t<br />

Operating profi t before amortization<br />

Sales, Operating profi t and Operating<br />

profi t before amortization<br />

134.2<br />

233.8<br />

Closing net cash position<br />

Shareholders’ equity<br />

149.9<br />

2006<br />

Closing net cash position<br />

and Shareholders’ equity<br />

253.3<br />

2007<br />

159.1<br />

The Group’s fi nancial structure is sound and<br />

solid, with shareholders’ equity of €159 million<br />

and a signifi cant increase in net cash compared<br />

with the previous year.


861.1<br />

703.8<br />

953.2<br />

2004 2005<br />

In euros millions<br />

Order intake<br />

Order book<br />

814.4<br />

1,206.6<br />

2006<br />

988.6<br />

1,503.0<br />

1,401.8<br />

2007<br />

Thanks to the excellent commercial performance<br />

achieved in 2007, the Group has started 2008<br />

with yet another record order book, providing<br />

excellent visibility on sales in most of its markets<br />

over the present year.<br />

€1.137 billion<br />

of sales<br />

78%<br />

of sales from activities outside France<br />

19.3%<br />

15.3%<br />

Metals (aluminium<br />

and steel)<br />

Automotive/Logistics<br />

Energy<br />

Cement<br />

Order intake and closing order book Breakdown of 2007 order intake<br />

by end market<br />

43.0%<br />

22.4%<br />

€159 million<br />

of shareholders’ equity<br />

13.1%<br />

30.6%<br />

Breakdown of 2007 order intake<br />

by geographical area<br />

Refl ecting order intake equally divided between the steel and aluminium activities in the metals<br />

division, Group order intake in 2007 was relatively balanced by end market as well as geographic area.<br />

16%<br />

4,986<br />

employees<br />

19.7% 20.6%<br />

Africa and<br />

the Middle East<br />

France<br />

Asia and Oceania<br />

Europe (excluding France)<br />

The Americas<br />

www.fi vesgroup.com<br />

07


HIGHLIGHTS<br />

2007, a year<br />

of remarkable successes.<br />

February<br />

• To the core of the nuclear reactor at Flamanville<br />

1,000 tonnes of tubes, 216 tonnes more contracts at the end<br />

of support fi ttings and 166 tonnes of the year: one with Alstom<br />

of valves are to be installed by <strong>Fives</strong> for medium-pressure pipes linking<br />

Nordon for the construction of the the condensers in the turbine hall,<br />

European Pressurized Reactor (EPR) which calls for another 325 tonnes<br />

at Flamanville, France. This order, of equipment, and the other<br />

awarded by Alstom, covers the with Areva for the reactor’s six<br />

design, supply, prefabrication and<br />

installation of all the high-pressure<br />

steam-water pipes for the turbine<br />

hall. It will be followed by two<br />

IRWST Sump Suction lines.<br />

December<br />

• China: Building a cryogenic heat<br />

exchanger manufacturing plant<br />

In 2007, the Group takes a new step forward<br />

in China by initiating the necessary formalities<br />

with local administrative authorities for the<br />

construction of a new brazed aluminum cryogenic<br />

heat exchanger manufacturing plant near Shanghai.<br />

In response to demand from its main customers,<br />

<strong>Fives</strong> decides to build this new industrial facility<br />

which will strengthen the manufacturing capability<br />

and the market position of its subsidiary, <strong>Fives</strong><br />

Cryo. By 2009, this subsidiary will be the fi rst<br />

heat exchanger manufacturer to combine Western<br />

expertise with a Chinese production unit.<br />

<strong>Fives</strong> 2007 Overview<br />

08


April<br />

• Baosteel renews its confi dence in <strong>Fives</strong><br />

– The Group consolidates its<br />

position as Baosteel’s leading<br />

supplier. China’s premier steel<br />

producer chooses <strong>Fives</strong> for the<br />

manufacturing of mechanical and<br />

thermal equipment for the tinplate<br />

annealing line at its Meishan plant.<br />

In the second half of the year, the<br />

Group won a new order to supply<br />

a galvanizing line for the production<br />

of steel with very high yield<br />

strength and a ZR21 type rolling<br />

mill for the Shanghai No. 1 plant.<br />

These two fl agship projects bring<br />

the number of major contracts<br />

September<br />

• A cement plant<br />

for Beni Suef Cement Company<br />

The joint venture formed by Lafarge, world leader<br />

in building materials, and Titan, the leading Greek<br />

cement producer, awards the Group a turnkey<br />

contract to supply a cement plant with a capacity<br />

of 4,000 tonnes a day in Egypt.<br />

awarded to <strong>Fives</strong> Stein and <strong>Fives</strong><br />

DMS by this customer to fi ve<br />

in less than three years.<br />

– Also in April, <strong>Fives</strong> Cinetic<br />

receives from a worldclass<br />

manufacturer of crankshafts an<br />

order for four large-sized grinding<br />

machines for ship crankshafts.<br />

This commercial success follows<br />

a fi rst order in 2006 and testifi es<br />

to the reputation for quality<br />

earned by the Cinetic Landis<br />

research center which designed<br />

these innovative machines.<br />

May<br />

• Areva chooses <strong>Fives</strong> for<br />

its Georges Besse II project<br />

<strong>Fives</strong> Nordon is awarded an order representing<br />

four years’ work by SET (Société d’Enrichissement<br />

du Tricastin), an Areva subsidiary, for its<br />

Georges Besse II project in France. The uranium<br />

enrichment process based on centrifugation<br />

will consume 30 times less electricity than<br />

conventional processes. For the same project,<br />

<strong>Fives</strong> Nordon is selected by ETC (Enrichment<br />

Technology Corporation), a joint venture between<br />

Areva and Urenco, to install all the valve<br />

and cascade stations.<br />

July<br />

• Birth of Cinetic Sorting<br />

In logistics, <strong>Fives</strong> completes the acquisition<br />

of the Sandvik Sorting Systems subgroup<br />

from the Swedish group Sandvik on June 29.<br />

The subgroup, renamed Cinetic Sorting, has three<br />

subsidiaries, in Italy, the USA and Japan, with<br />

a total workforce of 300. This leader in the parcel<br />

sorting segment for postal and courier services<br />

completes <strong>Fives</strong> Cinetic’s range in the design<br />

and supply of high-speed automatic sorting<br />

systems and equipment.<br />

August<br />

• <strong>Fives</strong>, a major player in the Qatalum project in Qatar<br />

<strong>Fives</strong> Solios is awarded a turnkey water scrubbers for the desulfurization<br />

contract by the Norwegian company of gases, as well as an order for<br />

Hydro Aluminium and Qatar<br />

the liquid pitch terminal. <strong>Fives</strong> Solios<br />

Petroleum, a state-owned company, ends the year by signing four other<br />

in connection with the construction contracts which came into effect<br />

of one of the most effi cient and at the beginning of 2008, concerning<br />

the cleanest aluminium plants ever eleven melting and holding furnaces,<br />

built in the world, in Messaied, Qatar. with two water cooling systems for<br />

In addition to a fi rst contract for the casthouse, the fi ring equipment<br />

the supply of a green anode plant, and control process system for anode<br />

<strong>Fives</strong> Solios obtains a contract for baking furnaces (Setaram technology)<br />

four potline gas treatment centers, and the fume treatment center<br />

supplemented downstream by sea for that baking furnace.<br />

www.fi vesgroup.com<br />

09


OUR VALUES<br />

“To be an accelerator of sustainable industrial<br />

<strong>progress</strong>. <strong>Fives</strong>’ ambition rests as much on<br />

its capacity to conceive and furnish installations<br />

that reconcile responsible development with<br />

industrial profi t, as on its values of accessibility,<br />

expertise, commitment, open-mindedness,<br />

and the spirit of success.”<br />

Frédéric Sanchez<br />

<strong>Fives</strong> 2007 Overview<br />

10


Relationships based on the ability to listen,<br />

communication and responsiveness are essential in order<br />

to build trust. This state of mind enables us to establish<br />

long-term relationships with our customers.<br />

Richard SERRET / Director <strong>Fives</strong> Russia & CIS<br />

Accessibility<br />

www.fi vesgroup.com<br />

11


Expertise<br />

<strong>Fives</strong> 2007 Overview<br />

12<br />

Holding the position of technological leader<br />

in all our fi elds is central to our strategy.<br />

<strong>Fives</strong> has teams of experts ready to take<br />

up the challenges laid down by our customers.”<br />

Oussama CHERIF IDRISSI EL GANOUNI / Manufacturing<br />

Intelligence Project Director


The motto “<strong>Fives</strong> keeps its promises” is fi rmly rooted<br />

in the minds of all our project teams, but its true meaning<br />

comes from our actions: our challenge is to fi nd better<br />

solutions for our customers everyday.<br />

Nathalie VINDEVOGEL / Eng. Project Manager – <strong>Fives</strong> FCB<br />

Commitment<br />

www.fi vesgroup.com<br />

13


DOLORES Open-mindedness<br />

TEMPORET<br />

<strong>Fives</strong> 2007 Overview<br />

14<br />

<strong>Fives</strong> has always expanded by opening up to the world<br />

and sharing its competencies with people from different<br />

backgrounds. This diversity of origin and expertise<br />

is a source of enrichment for all of us.<br />

Michelle SHAN / Vice President Business Development China


Spirit of success<br />

An engineer is always trying to push back boundaries.<br />

<strong>Fives</strong> has been driven by this quest for <strong>progress</strong> for almost<br />

200 years. Now more than ever,the industry has to invent<br />

new solutions in order to meet new challenges.<br />

Jean-Jacques DEPUYDT / Managing Director, <strong>Fives</strong> Cryo Suzhou<br />

www.fi vesgroup.com<br />

15


INTERNATIONAL DEVELOPMENT<br />

A long-standing presence<br />

worldwide<br />

With some 50 subsidiaries across<br />

all the continents, <strong>Fives</strong> spans the globe.<br />

To further strengthen its links with<br />

customers, the Group stepped up the<br />

expansion of its representative network<br />

over the last two years with the opening<br />

of new offi ces in Japan and then Turkey,<br />

followed by the recent creation of a<br />

subsidiary in India. An offi ce is also due<br />

to open mid-2008 in São Paulo, Brazil.<br />

An international network<br />

“<br />

This representative network is of vital<br />

commercial importance and provides all the<br />

companies in the <strong>Fives</strong> Group with the backing<br />

of a permanent means of access to markets,<br />

built on the commercial and organizational<br />

competencies acquired in specifi c geographic<br />

areas.”<br />

Head of the Group International Development Department,<br />

Jean-Marie Caroff.<br />

The many roles of these offi ces include: preparing strategic data<br />

summaries, analyzing the fabric of local industrial activity and<br />

practices, and providing support for negotiations, the creation<br />

of partnerships, subcontracting and securing sales contracts.<br />

<strong>Fives</strong> 2007 Overview<br />

16<br />

They also constitute a channel of communication and a means<br />

of conveying the Group’s image. <strong>Fives</strong> has expanded the role<br />

of this network in some strategic countries by integrating<br />

engineering skills to take charge of some local production<br />

thus increase <strong>Fives</strong>’ competitiveness in the concerned markets.<br />

This has already been achieved in China, and will soon be<br />

happening in India.<br />

Japan, one year later<br />

Like all other offi ces in the world, the top priority for the Tokyo<br />

offi ce, in operation since 2006, is to promote <strong>Fives</strong>’ products<br />

and services to major Japanese contractors. Its role also includes<br />

arranging partnerships with Japanese engineering companies<br />

and identifying acquisition opportunities in this market.<br />

This offi ce’s deployment has been successful, as Jean-Marie<br />

Caroff explains:<br />

“ In<br />

one year, we have secured many privileged<br />

contacts with key players in the automotive<br />

industry, the steel industry and other sectors.<br />

This has already given us a clearer view of<br />

the challenges and practices in Japanese industry<br />

and the scale of its connections with the whole<br />

Asian business world.”<br />

A stronger presence in Turkey<br />

The opening of an offi ce in Istanbul, at the end of 2007,<br />

strengthened the Group’s position in Turkey, at the crossroads<br />

of Europe and Asia. The Group has already won signifi cant<br />

orders from Turkish manufacturers and <strong>Fives</strong> is now recognized<br />

in most of its business fi elds there. Turkey also has engineering<br />

skills and project implementation opportunities, well beyond<br />

its borders.<br />

As Jean-Marie Caroff points out:<br />

“ Our<br />

new offi ce should enable us to form<br />

constructive partnerships with the most powerful<br />

Turkish groups in order to promote mutual<br />

developments throughout the region.”


In 2008, <strong>Fives</strong>’ ambition is to become Indian in India<br />

as the Group has already become Chinese in China.<br />

Jean-Marie CAROFF / Head of the Group International<br />

Development Department<br />

www.fi vesgroup.com<br />

17


INTERNATIONAL DEVELOPMENT<br />

India: Integrating local skills<br />

<strong>Fives</strong> is opening an offi ce in Chennai (formerly Madras) with<br />

the aim of establishing, in the short term, a manufacturing<br />

subsidiary. For <strong>Fives</strong>, it is a matter of becoming “Indian in India”,<br />

just as the Group has already become “Chinese in China”. In<br />

addition to providing sales support for many subsidiaries, this<br />

entity will quickly acquire engineering, sourcing and supply<br />

capacities for various types of equipment. Opening up to the<br />

local market is essential to <strong>Fives</strong>’ competitiveness in this<br />

country.<br />

<strong>Fives</strong> 2007 Overview<br />

18<br />

Harmonizing, sharing and mobilizing<br />

In 2007, <strong>Fives</strong> confi rmed its international stature by continuing<br />

its expansion strategy, strengthening its permanent presence<br />

in every high potential market. In this context, <strong>Fives</strong>’ International<br />

Development Department ensures that information and experience<br />

are shared among the Group’s subsidiairies sales departments.<br />

The International Development Department is also able to offer<br />

its international customers suitable fi nancing solutions and<br />

provides subsidiaries with its technical expertise in the fi eld of<br />

secured payment. It also acts as a natural interface for <strong>Fives</strong>’ export<br />

activities with public authorities, banks, fi nancing companies,<br />

public and private insurance companies and international<br />

development organizations.<br />

Managing major international projects<br />

Recognized know-how<br />

Project management know-how gives a decisive competitive<br />

edge. <strong>Fives</strong> is recognized by industrial groups all over the<br />

world for its technological capabilities and its competency<br />

in the management and performance of major international<br />

contracts. This know-how, developed through the management<br />

of several generations of projects all over the world, is based<br />

on sound in-the-fi eld experience and in-depth knowledge<br />

of local players. This represents a signifi cant advantage when<br />

it comes to selecting partners or subcontractors, integrating<br />

them in the project and supervising their provision<br />

of services. For decades, <strong>Fives</strong> has demonstrated its ability<br />

to fulfi ll its commitments, regarding both deadlines and<br />

production capacities.


Group head offi ce<br />

Representative offi ces<br />

Subsidiaries<br />

NORTH AMERICA<br />

Canada (Montreal)<br />

United States (Carnegie,<br />

Chardon, Farmington Hills,<br />

Louisville, Pittsburgh,<br />

South Beloit, Hagerstown)<br />

Mexico (Mexico City, Saltillo)<br />

Brazil (Sertãozinho)<br />

ASIA, OCEANIA<br />

SOUTH AMERICA<br />

PR of China<br />

(Beijing, Shanghai, Suzhou,<br />

Tianjin)<br />

India<br />

(Calcutta, Chennai)<br />

Indonesia (Jakarta)<br />

Japan (Kobe, Tokyo)<br />

South Korea (Seoul)<br />

Thailand (Bangkok)<br />

Vietnam<br />

(Ho Chi Minh-City)<br />

Australia (Sidney)<br />

South Africa<br />

(Johannesburg)<br />

Bahrain<br />

(Manama)<br />

EUROPE<br />

A worldwide presence in<br />

25 countries<br />

MIDDLE EAST,<br />

AFRICA<br />

France (Head offi ce)<br />

(Paris)<br />

France<br />

(Le Bignon, Évry, Givors, Golbey,<br />

Grigny, Héricourt, Lautenbach,<br />

Marne-la-Vallée, Marseille,<br />

Nancy, Saint-Céré,<br />

Saint-Germain-en-Laye,<br />

Saint-Mars-la-Brière,<br />

Saint-Ouen-l’Aumône, Seclin,<br />

Vaulx-en-Velin,<br />

Verneuil-sur-Vienne,<br />

Villeneuve-d’Ascq…)<br />

Great Britain<br />

(Cranfi eld, Cross Hills, Derby,<br />

Didcot, Liverpool,<br />

Southend-on-Sea,Wombourne)<br />

Germany<br />

(Taunusstein)<br />

Spain<br />

(Bilbao, Madrid,<br />

Valladolid)<br />

Italy<br />

(Milan, Torino)<br />

Belgium<br />

(Brussels, Falisolle)<br />

Switzerland<br />

(Allschwil)<br />

Romania<br />

(Stefanesti)<br />

Slovakia<br />

(Bratislava)<br />

Turkey<br />

(Istanbul)<br />

Russia<br />

(Moscow)<br />

www.fi vesgroup.com<br />

19


HUMAN RESOURCES<br />

Women and men<br />

Our driving force<br />

What are the objectives of the human resources<br />

policy of the <strong>Fives</strong> Group?<br />

Paule Viallon : The <strong>Fives</strong> Group’s ambition is to build the plants<br />

of the future. This calls for technical excellence, but also for<br />

human qualities and full and free expression of creativity. It<br />

shows how important the men and women are in a group like<br />

ours. Placing the individual employee at the heart of our human<br />

resources policy is a clear priority. Our aim is to optimize all<br />

the competencies that exist within the Group, and this means<br />

taking into account each individual. Our high level of activity,<br />

the retirement of many employees and the emergence of<br />

new disciplines have led to profound changes in the challenges<br />

facing the Group’s human resources policy. Recruiting applicants<br />

with the best profi les is no longer enough: we must also support<br />

them, motivate them and secure their loyalty.<br />

How would you defi ne the <strong>Fives</strong> Group’s specifi city?<br />

P.V. : <strong>Fives</strong> is an extremely diversifi ed group of international<br />

standing with business activities worldwide. Each employee has<br />

a specifi c mission and we must create conditions to guarantee<br />

that our personnel do their jobs to the best of their ability by<br />

showing our interest in their future and their needs.<br />

<strong>Fives</strong> is also a captivating group, as illustrated by the results of<br />

the employee satisfaction survey conducted in the fall of 2007:<br />

interest and diversity of the work, autonomy, good internal<br />

relations and openness to many disciplines are valued, showing<br />

a strong feeling of belonging to the Group for all professional<br />

categories. In fact, with some 50 subsidiaries, <strong>Fives</strong> combines<br />

the advantages of a big group with the fl exibility and friendliness<br />

of “human sized” structures.<br />

<strong>Fives</strong> 2007 Overview<br />

20<br />

How would you epitomize the human resources<br />

policy?<br />

P.V. : Dialogue, Development, Diversity.<br />

Dialogue because any community needs constructive exchanges<br />

among its members. Development because every man and<br />

woman should be able to <strong>progress</strong> in their careers and satisfy<br />

their aspirations and, because <strong>Fives</strong>’ development relies on that<br />

of its personnel. And diversity, it is our fi rm conviction, at <strong>Fives</strong>,<br />

that diversity creates wealth.<br />

<strong>Fives</strong>, a great place to work.*<br />

Working conditions are acclaimed at <strong>Fives</strong>:<br />

80%<br />

More than<br />

of employees<br />

are satisfi ed or very satisfi ed<br />

with the interest and the varied<br />

aspects of their work.<br />

The survey results regarding<br />

internal relations show a high<br />

degree of satisfaction (91%<br />

are satisfi ed or very satisfi ed<br />

with the relationships<br />

between colleagues),<br />

and the same applies to the<br />

integration of new recruits.<br />

*2007 satisfaction survey<br />

conducted among French employees.<br />

79%<br />

of <strong>Fives</strong>’ employees<br />

say they are attached to their fi rm.<br />

Two employees out of three<br />

would recommend it to a friend.<br />

Yes<br />

Three people out of four<br />

said “Yes” in answer to<br />

the question : are you satisfi ed<br />

with your work at <strong>Fives</strong>?


Make sure that all our employees can do their jobs<br />

to the best of their ability, while clearly demonstrating<br />

that we are interested in their future, we are mindful<br />

of their needs and willing to support them.<br />

Paule VIALLON / Head of the Group Human Resources Department<br />

www.fi vesgroup.com<br />

21


HUMAN RESOURCES<br />

“The Human Resources’<br />

mission is to encourage and<br />

support career development.”<br />

So promoting dialogue is your top priority?<br />

P.V. : With the variety of professional fi elds we cover, dialogue<br />

is absolutely fundamental to the Group’s activities. As dialogue<br />

is essential in our daily engineering work, we also apply it to<br />

our human resources policy in all circumstances.<br />

Firstly, there is dialogue with employee representatives and<br />

this has led to several recent agreements on career assessment<br />

and management, gender equality, and forward-planning management<br />

of jobs and skills. Then there is direct dialogue during<br />

annual interviews between each employee and their manager.<br />

These are very important opportunities when opinions and ideas<br />

are exchanged as objectively as possible about each employee’s<br />

contributions and expectations, and during which solutions are<br />

formulated. New recruits also have the chance to express<br />

themselves freely, during their integration review conducted by<br />

a Human Resources representative from another section, with<br />

the aim of assessing the success of their integration, and<br />

discussing their areas of satisfaction and their plans for the<br />

future. Dialogue is not, however, an ultimate goal in itself: it is<br />

the fi rst step and a prerequisite for development, which is the<br />

second point of our policy.<br />

What are the tools to foster development?<br />

P.V. : Frequent dialogue enables us to follow the individual career<br />

path of each employee and, in this way, we are able to respond<br />

in an appropriate manner to their desires for development. The<br />

Human Resources department’s mission is to encourage and<br />

support career development. We have implemented several tools<br />

for this purpose. Our training schemes are organized around the<br />

<strong>Fives</strong> 2007 Overview<br />

22<br />

main skills required for each profession and customized to foster<br />

individual development. Furthermore, our career management<br />

committees are held annually at each subsidiary, reviewing the<br />

reports on each engineer and executive on the basis of their<br />

annual assessment interview. New ideas are suggested to<br />

speed up and dynamize employees’ career paths, and action<br />

Rewarding jobs<br />

More about integration reviews<br />

The integration review<br />

that every new recruit goes<br />

through after between six<br />

and 18 months work is<br />

conducted with complete<br />

neutrality and confi dentiality<br />

to optimize useful<br />

dialogue. This review provides<br />

recruits with the opportunity<br />

to comment on their period<br />

of integration, to express their<br />

satisfaction and to specify<br />

points that remain to be<br />

dealt with, such as additional<br />

training. This follow-up has<br />

proved to be an excellent<br />

means of gauging and<br />

improving our ability<br />

to welcome and integrate<br />

new employees. These<br />

discussions have confi rmed<br />

the high level of satisfaction<br />

of newcomers and have<br />

pinpointed the main strengths<br />

of the <strong>Fives</strong> Group: technical<br />

excellence, employee-friendly<br />

structures, a high level of<br />

professional autonomy and<br />

diversity and rapid accession<br />

to decision-making<br />

positions.


plans are proposed, including occupational and management<br />

training, etc. These committees have gradually been extended<br />

to all employees of the Group.<br />

Diversity is the last point of the human resources<br />

policy of <strong>Fives</strong>. What do you mean by diversity?<br />

P.V. : We have learnt from our international experience that<br />

diversity is synonymous with mutual enrichment. We are determined<br />

to promote gender equality, multicultural diversity, fairness<br />

and equal opportunities, with the aim of both fostering career<br />

“Diversity is synonymous<br />

with mutual enrichment. ”<br />

development and refl ecting the various facets of the society we<br />

live in. The agreement on gender equality signed by the Group<br />

epitomizes our determination to fi ght against all discriminatory<br />

tendencies in this fi eld, and to make all our employees aware of<br />

the problems of discrimination. We also encourage imagination<br />

in career development and well-being at work through personal<br />

fulfi llment. The possibilities of commitment to volunteer and<br />

humanitarian projects (such as the “Planète Urgence” program)<br />

will be pursued and developed on an international level.<br />

Africa<br />

Régis Didelot, automation Project Leader,<br />

took part in a computer training project<br />

in Dakar, Senegal<br />

“My role was to teach a group of nine people, employed<br />

or not, how to use Word and Excel offi ce software so as<br />

to be able to draft letters and gain access to the job market.<br />

They also all wanted to learn how to use the Internet and<br />

have an email address. Their relatively low level of schooling<br />

meant that I had to adapt my teaching methods, for instance<br />

by providing the texts on a memory stick rather than<br />

dictating them. I also had to cope with frequent power cuts<br />

by using my own computer. At the end of the training course,<br />

I set a short test consisting of page layout exercises that<br />

each student had to send me by email. It was very satisfying<br />

to see the <strong>progress</strong> that had been made by the students,<br />

many of whom had never touched a computer before.<br />

This experience has added to my determination to help<br />

people in diffi culty, particularly in Senegal, a country I was<br />

already familiar with and to which I am extremely attached.”<br />

Actively involved in humanitarian projects<br />

<strong>Fives</strong> has set in place partnerships with Planète Urgence and Projects Abroad<br />

to enable staff to participate actively in humanitarian projects, help fi ght against<br />

North/South inequalities and contribute to environmental conservation projects.<br />

Based on the principle of co-investment, staff donate their skills and their time,<br />

in the form of leave, to projects fi nanced by <strong>Fives</strong>. In 2007, 17 volunteers were<br />

involved in projects ranging from professional training and extra school teaching<br />

to environmental conservation.<br />

www.fi vesgroup.com<br />

23


INNOVATION<br />

Innovation<br />

at the service of our customers<br />

How is <strong>Fives</strong>’ innovation strategy affected<br />

by the specifi c features of its business?<br />

Thierry Valot : <strong>Fives</strong> designs, manufactures and installs equipment<br />

needed by its customers for their industrial processes. While the<br />

production process is generally defi ned by the customer, who<br />

is the specialist in that fi eld, it is up to <strong>Fives</strong>’ engineers to analyze<br />

performance criteria in order to develop the most suitable<br />

technical solutions to meet the customer’s requirements. This<br />

means providing technology that is both reliable and effi cient,<br />

and that stands out from the competition by providing more<br />

fl exible and higher quality production, greater energy effi ciency<br />

and easier maintenance of machines at the lowest possible<br />

overall cost per part or tonne produced.<br />

Although most of the industrial processes we are involved in<br />

have existed for more than a century – such as sugar, steel, glass,<br />

cement and aluminium – operating methods are dramatically<br />

The Horomill® has a key role to play in new<br />

cement production techniques with low carbon<br />

emissions.<br />

<strong>Fives</strong> 2007 Overview<br />

24<br />

and quickly changing due to growing environmental pressure<br />

and changes in our customers’ products (steel is now lighter<br />

and more resistant; cement must have a low CO 2 impact, etc).<br />

Our role is to provide credible responses to these new problems<br />

as quickly as possible. This means foreseeing needs and being<br />

able to provide suitable innovative technologies exactly when<br />

they are needed. The technologies we develop are therefore<br />

crucial for our customers’ innovation.<br />

“<br />

Providing more fl exible<br />

and higher quality production,<br />

greater energy effi ciency…”<br />

An important concept in our fi elds is the “fi rst industrial application”.<br />

Whatever simulations we perform and whatever<br />

scaled-down prototypes we build upstream, the fi nal development<br />

of a new technology always requires input from the end<br />

customer who will utilize it. A key criterion in choosing our<br />

areas of innovation is that one customer is willing and ready to<br />

be the fi rst benefi ciary. This also confi rms that there really is a<br />

potential market! When we have completed the basic research<br />

phases, we generally start looking for a “fi rst customer”. The<br />

Qatalum project perfectly epitomizes this process: we are now<br />

building a green anode workshop using for the fi rst time ever a<br />

Xelios new generation vibrocompactor with the Rhodax®<br />

crushing process in order to produce high density anodes.<br />

What are <strong>Fives</strong>’ innovation accelerators?<br />

T.V. : Our Group has a strong position in the fi eld of high energyconsuming<br />

industrial processes whose environmental impact is<br />

strictly regulated. The increasing emphasis on the environment in<br />

public opinion and among decision-makers, and the considerable<br />

increase in raw material and energy prices, are powerful driving<br />

forces for technological innovation. The energy effi ciency and<br />

environmental performance of equipment we supply have become<br />

important criteria in our customers’ decisions, and this enables<br />

us to differentiate ourselves from low-cost conventional technologies.<br />

Having decided, long ago, to adopt these objectives


We have to foresee our customers needs in order<br />

to be able to provide suitable innovative technologies<br />

exactly when they are needed.<br />

Thierry VALOT / Head of the Group Innovation Department<br />

www.fi vesgroup.com<br />

25


INNOVATION<br />

as main guidelines for its research and development policy, <strong>Fives</strong><br />

is now confi rming its ambition to set itself apart from the<br />

competition, to maintain its technological lead and to position<br />

itself with the most successful solutions available on the market.<br />

Innovation at <strong>Fives</strong> also addresses other issues: reducing manufacturing<br />

costs by increasing equipment productivity with, for<br />

example, the high-speed tinplate annealing line (800 meter per<br />

minute) developed by <strong>Fives</strong> DMS and <strong>Fives</strong> Stein for Baosteel, China’s<br />

premier steelmaker. Improving fi nished products performances,<br />

<strong>Fives</strong> 2007 Overview<br />

26<br />

Turkey “<br />

Rolling out the Manufacturing<br />

Intelligence system<br />

<strong>Fives</strong> Stein is implementing new metaheuristic techniques<br />

based on Simulated Reheat algorithms to control the Digit@l<br />

Furnace®, as part of a project currently under way in Turkey.<br />

These techniques will provide the user with greater fl exibility<br />

while optimizing burner operating conditions.<br />

The equipment installed by <strong>Fives</strong> generally has hundreds<br />

or, even, thousands of sensors providing data in real time<br />

for control purposes. These techniques have recently been<br />

enhanced by Manufacturing Intelligence systems – a range<br />

of software tools using complex metaheuristics and advanced<br />

statistical processing – to optimize the performance, operation<br />

and maintenance of equipment. This type of system collects<br />

readings for thousands of parameters each second (including<br />

power, temperature, fl ow and rotation speed) and provides<br />

a huge database which is then processed and analyzed to<br />

pinpoint deviations, detect any underperformance due to<br />

unexpected effects and adjust equipment control parameters,<br />

etc. Operators and shop supervisors are thus supplied with full<br />

information and, using decision aids, they can quickly take<br />

appropriate actions to get the best out of the installation<br />

and optimize its effi ciency. In time, <strong>Fives</strong> aims to systematically<br />

include the Manufacturing Intelligence functions in its entire<br />

product range.<br />

cutting down on waste or using cheaper raw materials (alternative<br />

fuels for cement plants), optimizing the operation of installations<br />

and increasing their fl exibility, and providing maintenance<br />

assistance are also strongly considered. These issues are partly<br />

achieved through greater use of automation or of “intelligent”<br />

The energy effi ciency<br />

and environmental performance<br />

of equipment we supply have<br />

become important criteria<br />

in our customers’ decisions.”<br />

processing of operating parameters which has been successfully<br />

tested on several key <strong>Fives</strong> technologies in orbital grinding and<br />

steel treatment.<br />

TThe<br />

Innovation Department is responsible for the Group’s overall<br />

ppolicy<br />

in this fi eld and harmonizes the steps taken, especially<br />

tthose<br />

adopted on a horizontal basis by the Innovation Group.<br />

TThis<br />

Group is made up of <strong>Fives</strong> R&D managers who discuss<br />

ccommon<br />

questions (carbon emissions, automation, management<br />

oof<br />

the intellectual property etc.) and identify any possible<br />

ssynergies.<br />

How H do you assess performance of the solutions<br />

proposed p by the Group?<br />

T.V. T : Designing our equipment and validating its performance<br />

implies i using simulation tools that are specifi c to our various<br />

fi fields<br />

of activity. Whenever necessary, we confi rm these simulations’<br />

l results by conducting tests on scaled-down prototypes<br />

or o on pilot systems built in cooperation with the relevant<br />

manufacturers, m<br />

in order to test our innovations in industrial<br />

conditions. c Very recently, we also developed a Manufacturing<br />

Intelligence I system enabling customers to closely monitor<br />

operations o and to guarantee that high performances are reached<br />

in i the long term.


Rhodax®<br />

The Group’s customers are committed to sustained development with an essential priority of protecting<br />

the environment. The quality of the Group’s technology creates value for its customers by improving the performance<br />

of their products and the effi ciency of their installations in terms of energy consumption and environmental impact.<br />

• In the primary aluminum<br />

fi eld, <strong>Fives</strong> Solios has<br />

developed a range of<br />

technologies for newgeneration<br />

high-amperage<br />

electrolysis pots. Using the<br />

new Xelios vibrocompactor,<br />

combined with Rhodax®<br />

technology and the Amelios<br />

supervision system, operators<br />

can produce high-density<br />

anodes which help to improve<br />

the energy effi ciency of<br />

their installations. As regards<br />

environmental protection,<br />

the new generation of Ozeos<br />

compact fi lters keeps<br />

discharges at very low levels,<br />

in spite of a 40% increase<br />

in the volumes of gas treated.<br />

• In the cement fi eld, the<br />

new Low-NOx precalcining<br />

technology offers cement<br />

manufacturers the possibility<br />

of increasing their production<br />

while reducing NO x emissions<br />

by more than 50%. Thanks<br />

to its staged combustion<br />

concept, the Low-NOx<br />

precalciner avoids the<br />

production of any NO x<br />

and, in many cases, makes<br />

it unnecessary to use urea<br />

injection systems.<br />

Furthermore, combustion<br />

is very effi cient using this<br />

precalciner, enabling plants<br />

to operate more smoothly<br />

and consume less energy.<br />

Ultra Low-NOx precalcining<br />

technology<br />

A challenge: increasing the effi ciency of customers’<br />

installations as regards energy consumption and environmental impact<br />

• In thermal equipment for<br />

the steel and glass industries,<br />

the Group has developed<br />

new furnaces and processing<br />

lines that signifi cantly<br />

reduce energy consumption<br />

and CO 2 and NO x emissions.<br />

In the reheating fi eld, the<br />

introduction of newgeneration<br />

Digit@l Furnace®<br />

spread-fl ame burners<br />

has optimized temperature<br />

homogeneity while<br />

signifi cantly reducing NO x<br />

levels and providing users<br />

with greater fl exibility.<br />

Digit@l Furnace®<br />

• In the energy fi eld, thanks<br />

to their compactness, <strong>Fives</strong><br />

Cryogenie’s high-performance<br />

heat exchangers allow a good<br />

exchange coeffi cient which<br />

lowers energy consumption<br />

for the producer.<br />

This equipment is also<br />

the ideal solution for new<br />

applications for the separation<br />

and capture of CO 2.<br />

www.fi vesgroup.com<br />

27


ALUMINIUM<br />

For a project to build a smelter for Sohar Aluminium in the Sultanate<br />

of Oman, <strong>Fives</strong> Solios successfully installed various shops in 2007<br />

(green anode plant, liquid pitch terminal, gas and fume treatment<br />

centers, casthouse furnaces and related water treatment system).<br />

The operations went very smoothly with no accident<br />

on the construction site.<br />

World leader<br />

for green anode plants<br />

World leader<br />

for gas and fume treatment centers<br />

in the fi elds of high-amperage electrolysis<br />

pots and anode baking furnaces<br />

<strong>Fives</strong> 2007 Overview<br />

28<br />

• Range of activities<br />

Electrolysis: gas treatment centres on electrolysis pots<br />

and bath processing units.<br />

Carbon: green anode plants, fi ring systems for anode baking<br />

furnaces, anode baking fume treatment centres, pitch fume<br />

ALUMINIUM Despite the drop in the<br />

aluminium cost per tonnes in 2007 and<br />

disturbances caused by announcements<br />

of mergers between the market’s major<br />

players, the primary aluminum sector<br />

remained buoyant. In this context,<br />

<strong>Fives</strong> Group’s aluminum division, under<br />

its well-known <strong>Fives</strong> Solios brand, once<br />

more felt the benefi t from its technological<br />

offer targeting the needs of producers<br />

to relocate to countries with attractive<br />

energy prices.<br />

<strong>Fives</strong> Solios, a major player in designing<br />

one of the world’s biggest aluminium smelters<br />

Qatalum, a consortium between the Norwegian company Hydro<br />

Aluminium AS and Qatar Petroleum, a state-owned company,<br />

plans to build one of the world’s biggest and most productive<br />

aluminium plants, while reducing its environmental impact to<br />

the minimum. These requirements were satisfi ed by the comprehensive<br />

bid submitted by <strong>Fives</strong> Solios, combining innovative<br />

technologies and environmental protection.<br />

<strong>Fives</strong> Solios was also awarded turnkey contracts for the construction<br />

of a green anode plant along with pot gas treatment centers.<br />

This high-capacity (60 tonnes per hour) plant will be equipped<br />

with Rhodax® and IMC (Intensive Mixing Cascade) technologies,<br />

along with the new Xelios high-density vibrocompactor. The<br />

treatment centres, carbon butts recycling,<br />

coke and liquid pitch marine terminals.<br />

Casthouse: supplier of comprehensive casthouse solutions<br />

(melting and holding furnaces, heat treatment furnaces).


Iceland<br />

A plant delivered in pre-assembled<br />

modules<br />

For Alcoa, its customer in Fjaardal, Iceland, <strong>Fives</strong><br />

Solios took up the massive challenge of delivering<br />

the following equipment by ship: a bath processing<br />

unit, two pot gas treatment centers and four holding<br />

furnaces for the casthouse in the form of pre-assembled<br />

modules in order to cope with the extreme local<br />

working conditions and to ensure compliance<br />

with Iceland’s environmental standards. In 2007,<br />

<strong>Fives</strong> Solios played an active part, with Bechtel,<br />

in the gradual commissioning of the equipment.<br />

Eolios pitch fume capture system will ensure that atmospheric<br />

emissions are minimal, especially regarding volatile organic<br />

compounds. The four gas treatment centers will be equipped<br />

with Yprios double suction technology to ensure that fl uoride<br />

and dust emissions remain extremely low in any circumstances.<br />

These centers will be supplemented down-stream by sea water<br />

scrubbers for the desulphurization of gases.<br />

Other orders taken in 2008 in the context of this project were<br />

awarded to <strong>Fives</strong> Solios at the end of the year: eleven holding<br />

and melting furnaces with capacities between 55 and 66 tons<br />

along with the water cooling system for the casthouse, the<br />

fi ring equipment and process control system for anode baking<br />

furnaces (Setaram technology) and the fume treatment center.<br />

Located in the Messaied industrial area in Qatar, the plant’s fi rst<br />

phase will provide a capacity of 585,000 tonnes of aluminium<br />

a year, with two 352-pot lines, based on Hydro Aluminium HAL<br />

275 technology boosted to 300 kA.<br />

Setaram Engineering, a successful integration<br />

<strong>Fives</strong> Solios won a large order from Rio Tinto Alcan in Tomago,<br />

Australia, for the modernization of anode baking furnaces in<br />

order to implement its thermal control technology for the<br />

anode baking furnaces required to produce primary aluminium.<br />

These technologies developed by Setaram Engineering, acquired<br />

by the Group at the end of 2006, offer the advantages of minimizing<br />

atmospheric emissions and energy consumption while<br />

making installations even safer.<br />

<strong>Fives</strong> Solios, a strong position<br />

in the high-amperage electrolysis sector<br />

On the strength of its leadership in gas treatment for high-amperage<br />

pots, <strong>Fives</strong> Solios achieved some fi ne performances on the<br />

Russian market and will supply two sets of four electrolysis pot<br />

gas treatment centers for a total capacity of 1,250 kilo-tonnes<br />

of aluminium a year, one for Rusal and the other for Hydro-Rusal.<br />

<strong>Fives</strong> Solios was also chosen by Rio Tinto Alcan to install a latestgeneration<br />

Ozeos fi lter on a fi rst series of AP-50 technology<br />

pots at Arvida in Canada.<br />

Key references<br />

• Qatalum (Qatar) 2007-2009:<br />

turnkey supply of green anode<br />

plant, pot gas treatment centres,<br />

an anode baking fume treatment<br />

centre, melting and holding<br />

furnaces for the casthouse with<br />

water cooling system, a heating<br />

and regulating system for anode<br />

baking furnaces and the liquid<br />

pitch marine terminal.<br />

• Alcan Sohar Aluminium (Oman)<br />

2006-2008: turnkey supply<br />

of a green anode plant, 2 pot gas<br />

treatment centres, an anode baking<br />

fume treatment centre, 4 melting<br />

and holding furnaces for the<br />

casthouse with water cooling<br />

system, and the liquid pitch marine<br />

terminal.<br />

• Alcoa Fjardaal (Iceland)<br />

2005-2007: supply of the bath<br />

processing unit, 2 gas treatment<br />

centres and 4 holding furnaces<br />

for the casthouse.<br />

• Alba (Bahrain) 2003-2005:<br />

supply of the green anode plant,<br />

the carbon butts recycling unit,<br />

2 gas treatment centres and<br />

the fume treatment centre for<br />

the extension of line No.5; supply<br />

of a total of 11 furnaces for<br />

casthouse No.3 and the extension<br />

of casthouse No.2.<br />

• Aluminerie Alouette (Canada)<br />

2003-2004: phase II, supply<br />

of the fume treatment centre<br />

for the new anode baking furnace,<br />

3 gas treatment centres and<br />

the pitch fume treatment system<br />

for the green anode plant.<br />

www.fi vesgroup.com<br />

29


STEEL/GLASS<br />

<strong>Fives</strong> DMS secured provisional acceptance for three 20-roll<br />

rolling mills from Chinese steel manufacturers WISCO and TISCO.<br />

These references confi rm <strong>Fives</strong> DMS’s position as world market<br />

leader in the rolling of silicon steel.<br />

World leader for furnaces<br />

and cooling systems for large-capacity treatment lines<br />

and turnkey Mini-lines®, for fl at and carbon steel<br />

Joint world leader for heating furnaces<br />

for fl at and long carbon steel products and fl at<br />

stainless steel products<br />

World leader for treatment<br />

lines, reversible rolling mills and “Skin pass” rolling<br />

mills, for stainless steel strips<br />

<strong>Fives</strong> 2007 Overview<br />

30<br />

• Range of activities: steel<br />

Thermal equipment for steel: reheating furnaces for hot-rolled<br />

fl at products and long products (Digit@l Furnace®), heat treatment<br />

furnaces for steel products, furnaces for galvanizing lines, steel strip<br />

annealing lines, and organic coating lines (Digital vertical furnace,<br />

Flash Cooling®).<br />

Combined galvanazing and painting lines and turnkey Mini-lines®.<br />

STEEL World steel production increased<br />

by nearly 7.5% in 2007 compared<br />

with 2006 and reached a record level<br />

of over 1,343 million tonnes. This very<br />

favorable market context – mainly due<br />

to investments in Asia, and particularly<br />

China – enabled the Group’s well-known<br />

<strong>Fives</strong> Stein and <strong>Fives</strong> DMS brands to<br />

continue to maintain a high level of sales<br />

activity and achieve an extremely good<br />

year in terms of order intake and sales.<br />

<strong>Fives</strong>, a leading supplier to Baosteel in China<br />

Baosteel, China’s premier steel manufacturer, awarded <strong>Fives</strong><br />

with two new orders, bringing to fi ve the number of major<br />

contracts signed with this customer, in less than three years.<br />

The fi rst one was for the supply of all the mechanical and thermal<br />

equipment for the Meishan plant’s tinplate annealing line, similar<br />

to the order contracted for the Yichang plant in 2005. The second<br />

was for a galvanizing line to produce new, very high yield<br />

strength steel for the automotive industry and for a ZR21 type<br />

rolling mill at the Shanghai no.1 plant.<br />

Cold rolling: <strong>Fives</strong> DMS confi rms its technological<br />

leadership<br />

<strong>Fives</strong> DMS obtained several signifi cant orders from long-standing<br />

Chinese and North-American customers, confi rming its technological<br />

leadership in the cold rolling segment for stainless<br />

Mechanical lines and steel production lines: reversible cold<br />

rolling mills, “Skin pass” rolling mills, steel strip treatment<br />

lines and welded tube lines.<br />

Induction heating: induction heating, power electronics<br />

and industrial cooling.


steel. Baosteel’s order for a ZR21 rolling mill was followed by<br />

an order from Tisco for the same type of mill for the rolling of<br />

extra-wide stainless steel strips, and orders from Arcelor and<br />

ThyssenKrupp Mexinox to modernize existing rolling mills.<br />

At the end of the year, <strong>Fives</strong> DMS was also chosen by Thyssen-<br />

Krupp, in the USA, to supply three rolling mills and a “skin-pass”<br />

mill for its new integrated plant in Alabama.<br />

Hot rolling: Digit@l Furnace® chosen by steelmakers<br />

worldwide<br />

Low energy consumption, environment friendliness and the<br />

obtained quality of the reheated products allowed <strong>Fives</strong> Stein<br />

to sell some ten Digit@l Furnace® walking beam furnaces in<br />

India, Turkey, Spain, Russia and Brazil, and the commissioning<br />

of installations all over the world.<br />

Glass: robust sales activity throughout the world<br />

In the glass industry, where the Group offers a comprehensive<br />

technological range, two orders for hot-end construction projects<br />

with capacities of 250 and 550 tonnes a day were signed in<br />

• Range of activities: glass<br />

Thermal equipment and complete assemblies<br />

for the production of fl oat glass, fl at glass,<br />

hollow glass, fi ber glass and special glass.<br />

India<br />

The Indian market chooses <strong>Fives</strong> Stein reheating furnaces<br />

<strong>Fives</strong> Stein obtained seven orders for walking beam furnaces equipped with Digit@l Furnace®<br />

technology in India within two years. These orders confi rm the Indian market’s interest<br />

in <strong>Fives</strong> Stein technologies and further testify to the success of Digit@l Furnace®.<br />

Jindal Steel & Power Ltd, one of the largest Indian steelmakers, selected <strong>Fives</strong> Stein to build three<br />

furnaces in Orissa. The fi rst of these furnaces, with a capacity of 280 t/h, was for a sheet metal<br />

mill and the two others, with capacities of 200 t/h and 160 t/h, were for a bar mill and a wire<br />

rod mill respectively.<br />

The Essar group chose <strong>Fives</strong> Stein to construct two 250 t/h furnaces for a heavy plate mill and a<br />

200 t/h furnace at Visakhapatnam Steel for a wire rod mill. At the same time, steelmaker Welspun<br />

Gujarat Stahl Rohren Ltd ordered two 200 t/h furnaces to reheat slabs for its Anjar plant.<br />

Russia and India. In addition to bringing six new lehrs into<br />

service in China, Algeria, Mexico, the USA and South Africa,<br />

<strong>Fives</strong> Stein started up two fume treatment centers for Saint-<br />

Gobain in France and Spain, in 2007. This equipment, based on<br />

proprietary technologies, confi rmed its effectiveness in total<br />

compliance with European environmental standards.<br />

Key references<br />

• Baosteel (China) 2007: order<br />

for two lines (tinplate continuous<br />

annealing and galvanizing lines) and<br />

one rolling mill for stainless steel.<br />

• Otokumpu (Finland) 2007:<br />

mechanicals equipments<br />

for a stainless steel annealing<br />

and pickling line.<br />

• Tisco (China) 2005-2007: supply<br />

of the “Jumbo Line”, the world’s<br />

largest stainless steel annealing<br />

and pickling line with a capacity<br />

of 1,150,000 t/year.<br />

• ThyssenKrupp (USA) 2007:<br />

order of 3 rolling mills and one<br />

“Skin pass”.<br />

• Magnitogorsk (Russia) 2006:<br />

supply of a large-capacity Digit@l<br />

Furnace® (425 t/hr).<br />

• Severstal (Russia), CST (Brazil),<br />

Celsa (Spain), Colakoglu (Turkey),<br />

Welspun and Jindal Steel<br />

& Power Ltd. (India): order<br />

for Digit@l reheating furnaces.<br />

World leader for melting,<br />

conditioning and forming of glass.<br />

www.fi vesgroup.com<br />

31


AUTOMOTIVE AND LOGISTICS<br />

Confi rming its technological lead in the fi eld of sheet metal routing,<br />

<strong>Fives</strong> Cinetic commissioned its very latest machining cell at EADS<br />

Socata, in Tarbes (France), enabling this customer to produce more<br />

than a million parts a year. This cell combines the DHP 1250 routing<br />

machine equipped with a high-capacity electric spindle, two loading<br />

and unloading stations and a fully automated transfer robot.<br />

World leader<br />

for automated sorting systems<br />

World leader<br />

for orbital and double disc grinding machines<br />

No.2 worldwide<br />

for fl uid fi lling equipment<br />

<strong>Fives</strong> 2007 Overview<br />

32<br />

AUTOMOTIVE AND LOGISTICS<br />

Despite diffi cult market conditions<br />

in the automotive sector, <strong>Fives</strong> Cinetic<br />

continued to expand its business in 2007<br />

by seizing opportunities in new markets<br />

such as aeronautics and energy, where<br />

the technological solutions developed<br />

for the automotive industry have found<br />

other applications. The situation was more<br />

favorable in the logistics market, with the<br />

main players renovating their installations<br />

to cope with increasingly complex fl ow<br />

management requirements.<br />

Uncontested leader in grinding<br />

In 2007, <strong>Fives</strong> Cinetic confi rmed its position as the technological<br />

leader in the grinding sector, notably by winning a big order<br />

from Chrysler for the supply of grinding machines to equip two<br />

new engine assembly lines, one in Trenton, Michigan, USA, and<br />

the other in Saltillo, Mexico. At the same time, <strong>Fives</strong> Cinetic was<br />

chosen by Ford, in Mexico, to manufacture some 10 machinetools<br />

for the machining of its newly developed diesel engine.<br />

Thanks to the research center of its Cinetic Landis subsidiary,<br />

the Group was also successful in bids for innovative projects<br />

requiring the development of specifi c machines, such as large<br />

grinding machines for ship engine crankshafts and generators.<br />

• Range of activities<br />

High production automated mechanical<br />

systems for machining, foundry, assembly and industrial<br />

process integration.<br />

Automated handling systems: installation of high-speed<br />

sorting equipment, palletisation, conveying systems for<br />

production lines…


Canada<br />

<strong>Fives</strong> Cinetic confi rms its position as top<br />

supplier of sorting systems<br />

Contributing to the design of Canada’s largest mail<br />

sorting center, <strong>Fives</strong> Cinetic designed and installed<br />

the center’s parcel processing system featuring its<br />

latest developments and making Purolator Courier Ltd<br />

the country’s most effi cient mail sorting center.<br />

This mail processing center is also equipped with<br />

an automated sorting system with a capacity<br />

of 24,000 items per hour featuring two SBIR MD-W<br />

type high-speed parcel sorters developed by Cinetic<br />

Sorting.<br />

The success of these developments was also confi rmed by a new<br />

order from a worldclass crankshaft manufacturer for four grinding<br />

machines of the same type.<br />

General Motors renews its confi dence<br />

in <strong>Fives</strong> Cinetic<br />

In the USA, General Motors chose <strong>Fives</strong> Cinetic to supply assembly<br />

lines for all its new engine production lines. This new order<br />

confi rms this manufacturer’s confi dence in <strong>Fives</strong> Cinetic’s teams<br />

and technologies, as it follows a three-year contract signed in<br />

2006 for the supply of fl uid fi lling equipment for all General<br />

Motors plants.<br />

Mechanization: skills recognized<br />

by industrial players<br />

<strong>Fives</strong> Cinetic’s expertise in mechanization, especially the automation<br />

of production lines, has enabled it to win market shares<br />

in fi elds such as the energy sector. These skills, combined with<br />

<strong>Fives</strong> Celes’s expertise in induction technology, led, among others,<br />

to the development of a tube end and sleeve hot coating system,<br />

ordered by Vallourec and Sumitomo for their plants in Scotland<br />

and Japan, respectively.<br />

Automated sorting systems: <strong>Fives</strong> strengthens<br />

its position with the acquisition of Sandvik<br />

Sorting Systems activities<br />

A 2007 highlight was the Group’s strengthening of its position<br />

in the logistics fi eld through the acquisition at the end of June<br />

of high-speed parcel sorting operations, from the Swedish<br />

Sandvik group, in Italy, the USA and Japan. This acquisition has<br />

made <strong>Fives</strong> Cinetic the world leader in the sorting centers segment<br />

for postal and courier services. The long-established French<br />

subsidiary and the newly acquired Italian subsidiary joined forces<br />

to obtain an important commercial success with a fi rst signifi cant<br />

order from Coliposte for the installation of an automated sorting<br />

system at its Melun site in France. In the fall, <strong>Fives</strong> Cinetic obtained<br />

two other important orders, one from Michelin for two<br />

palletizing robots for a site in Poland and the other from Purolator<br />

in the context of its modernization project for a sorting<br />

center in Vancouver, Canada.<br />

Key references<br />

• A worldclass crankshaft<br />

manufacturer (Germany) 2007:<br />

grinding machines for ship engine<br />

crankshafts.<br />

• DACIA (Romania) 2007: conveyors<br />

for the fi nal assembly shop.<br />

• La Poste (France) 2006-2010:<br />

signing of a three-year contract for<br />

the supply of sorting and conveying<br />

systems for all the future postal<br />

platforms.<br />

• Chang’An Ford Mazda (China)<br />

2006: complete grinding system<br />

for the machining of new crankshats<br />

and camshafts (12 orbital grinders).<br />

• General Motors 2006-2009:<br />

a three-year contract to supply<br />

fl uid fi lling equipment for all its<br />

plants worldwide. / (USA) 2007:<br />

HOV6 engine assembly lines.<br />

• Caterpillar (France) 2007:<br />

refurbishment of 2 machining centres.<br />

(USA) 2006: grinding machines<br />

for engine parts of generators.<br />

• PSA (Slovakia) 2004-2006:<br />

design and construction of the<br />

fi nal assembly line and the supply<br />

of fl uid fi lling and leak testing<br />

equipment at the Trnava plant.<br />

• Purolator Courier (Canada) 2007:<br />

automated sorting system with<br />

a capacity of 24,000 items/hour.<br />

• Vallourec/Sumitomo Fin Tech<br />

(Scotland and Japan) 2007: tube<br />

end and sleeve hot coating system.<br />

www.fi vesgroup.com<br />

33


CEMENT<br />

2007 highlight for <strong>Fives</strong> FCB was the simultaneous construction<br />

of three cement plants of which two units for QNCC in Qatar.<br />

A 4,000 t/day production line was accepted in April while the last<br />

plant, with a capacity of 5,000 t/day, is currently being built.<br />

World’s No.1<br />

for combustion systems<br />

World’s No.4 for cement plants,<br />

grinding plants and process equipment for the cement<br />

and mineral industries<br />

<strong>Fives</strong> 2007 Overview<br />

34<br />

• Range of activities<br />

Turnkey cement plants.<br />

Grinding plants and process equipment for the cement<br />

industry and mineral grinding (kilns, ball mills, Horomill®,<br />

Rhodax®, Low-NOx precalciner, TSVTM classifi ers, etc.).<br />

Clean combustion engineering and systems for rotary<br />

kilns for calcining and drying.<br />

Dust collection equipment for kilns, coolers and grinders.<br />

CEMENT Growth of the cement sector<br />

has enjoyed a further boost in 2007 as<br />

the cement production market expanded<br />

worldwide due to strong demand from<br />

developing countries. All the major<br />

cement producers launched ambitious<br />

investment programs. In this context,<br />

in 2007, the Group confi rmed its solid<br />

competitive positioning in the cement<br />

and ore market with a very high<br />

order intake.<br />

<strong>Fives</strong> FCB chosen for the future production line of<br />

cement manufacturers Lafarge and Titan in Egypt<br />

On the strength of its work in the last few years, <strong>Fives</strong> FCB won<br />

an order in the second half of the year from a joint venture<br />

between the world leader, Lafarge, and Titan, the leading Greek<br />

cement manufacturer. The aim is to construct a turnkey<br />

cement plant with a capacity of 4,000 tonnes a day, along with<br />

a 170 tonnes per hour cement grinding plant, at Beni Suef,<br />

120 km from Cairo in Egypt.<br />

The contract includes some modifi cations to the fi rst cement<br />

production line, as well as <strong>Fives</strong> FCB designed optimized equipment<br />

to comply with energy consumption and environmental<br />

protection criteria. The second production line will be commissioned<br />

at the end of 2009.<br />

Horomill®, TSV TM : Proprietary equipment is a hit<br />

with customers<br />

In 2007, the Group exceeded the fi gure of 50 Horomill® grinding<br />

mills sold worldwide. The most recent references are two Twin<br />

Horomill® grinding units in China (Rizhao), two others in India<br />

and an order of three Horomill® grinding mills from Cementos<br />

Moctezuma in Mexico for its Veracruz plant. These references<br />

helped strengthen <strong>Fives</strong> FCB’s leadership in the high value<br />

added grinding sector. Having already made its name in raw<br />

and clinker grinding, this equipment demonstrated its high<br />

performance in the grinding of blast furnace slag. Thanks to this


versatility, the Horomill® has a key role to play in new cement<br />

production techniques with low carbon emissions.<br />

Another highlight was the big increase in orders for proprietary<br />

equipment, such as the third-generation TSV TM classifi er<br />

chosen, for example, by the Cemex group and its subsidiary,<br />

Assiut Cement Company, for the modernization of one of its<br />

grinding plants in Egypt.<br />

Gas treatment: <strong>Fives</strong> Solios technologies win<br />

recognition in North America<br />

The TGT fi lter technology developed by <strong>Fives</strong> Solios, ideal for<br />

the treatment of large gas discharge fl ows from modern highcapacity<br />

furnaces and vertical grinding mills, continues to be a<br />

big success with leading manufacturers.<br />

In 2007 in addition to taking orders from Graymont in Utah for<br />

two TGT fi lters for lime kilns and Polysius at its TXI plant in<br />

Texas for a series of fi lters for a cement grinding shop, <strong>Fives</strong><br />

Solios delivered four TGT fi lters for two clinker kilns and cooler<br />

vents at the Cemex plant in Texas.<br />

Combustion: a sector that remains active,<br />

especially in China<br />

<strong>Fives</strong> Pillard’s combustion system technologies are sought<br />

after all over the world and, this year, especially in China where<br />

numerous orders were obtained for Rotafl am® type burners from<br />

the Sinoma group, the country’s leading cement producer, and<br />

from Baosteel for lime kiln burners.<br />

Closely monitoring the needs of the cement market, <strong>Fives</strong> Pillard<br />

is constantly developing new combustion systems enabling its<br />

customers to combine high-quality cement production and<br />

the increased use of solid alternative fuels. The operation of<br />

new <strong>Fives</strong> Pillard burners in one of the Holcim group’s cement<br />

plants in Germany resulted in the production of better quality<br />

clinker while using increasing quantities of fuels such as fl uff.<br />

Key references<br />

The<br />

Americas<br />

<strong>Fives</strong> FCB confi rms its position<br />

as a top supplier<br />

<strong>Fives</strong> FCB consolidated its presence in America<br />

by winning a new contract with Holcim Apasco<br />

in Mexico. It had already supplied a turnkey cement<br />

plant and several Horomill® grinding mills in<br />

Mexico, a cement production line in Costa Rica<br />

and two grinding plants in Panama and Honduras<br />

for prestigious customers such as Lafarge, Cemex,<br />

Cementos Moctezuma and Holcim.<br />

Coming into effect at the beginning of 2008,<br />

the new order is for the construction of a complete<br />

greenfi eld cement plant with a capacity of 3,500<br />

tonnes a day. This plant is scheduled to come<br />

into service in early 2010. The new plant will feature<br />

the latest technologies developed by <strong>Fives</strong> FCB to<br />

reduce the whole installation’s energy consumption<br />

and NO x emissions.<br />

• Qatar National Cement<br />

Company (Qatar) 1995-2007:<br />

turnkey supply of Umm Bab<br />

production lines No.2, 3<br />

and 4 including one of 5,000 t/d.<br />

• Lafarge (Mexico) 2004-2006:<br />

supply and construction<br />

of a turnkey cement plant with<br />

a capacity of 1,500 t/d at Tula.<br />

• Holcim APASCO (Mexico)<br />

2007-2009 and Holcim (Costa<br />

Rica) 2002-2004: supply<br />

of 2 production lines<br />

of 3,500 t/d and 3,000 t/d.<br />

• Beni Suef Cement Company<br />

(Egypt) 2007-2009: turnkey supply<br />

of a cement plant with a capacity<br />

of 4,000 t/d, including a 170t/h<br />

grinding plant.<br />

• Vinaincon (Vietnam) 2005-2007:<br />

supply of a 4,000 t/d cement plant<br />

at Thai Nguyen.<br />

• Cemex (Panama) 2006: turnkey<br />

supply of a cement grinding plant<br />

equipped with a Horomill® 3,800<br />

grinding unit.<br />

• Cementos Moctezuma (Mexico):<br />

13 Horomill® grinding mills<br />

of which 10 in operation to date.<br />

www.fi vesgroup.com<br />

35


ENERGY<br />

<strong>Fives</strong> Cryogenie has been chosen by Air liquide in China<br />

for its project to build two air separation units to supply oxygen,<br />

nitrogen and argon to Shagang’s steel works at Zhanjiagang.<br />

No.3 worldwide<br />

for aluminium plate fi n heat exchangers<br />

No.2 in Europe<br />

for cryogenic pumps<br />

European joint leader<br />

for high-pressure pipes and pipes designed<br />

for nuclear and conventional power plants<br />

<strong>Fives</strong> 2007 Overview<br />

36<br />

• Range of activities<br />

Industrial equipment mainly for energy production:<br />

Piping systems (new construction and refurbishment).<br />

Brazed aluminium heat exchangers (for air separation units, ethylene<br />

production and natural gas liquefaction).<br />

ENERGY This market’s dynamism<br />

was fueled by the continuing growth<br />

of China’s energy demands, the structural<br />

escalation of oil prices, and Western<br />

countries’ resumption of their conventional<br />

and nuclear power plant construction<br />

programs. In this context, sales activity<br />

of the Group was robust in the both heat<br />

exchangers and cryogenic pump activities<br />

as well as in high-pressure piping mainly<br />

designed for nuclear or conventional power<br />

plants and the petrochemical industry.<br />

<strong>Fives</strong> Nordon, the key supplier<br />

of the nuclear industry<br />

On the basis of its strong experience and qualifi cations in nuclear<br />

construction, <strong>Fives</strong> Nordon won two major orders in 2007 for<br />

the supply of HP pipes: the fi rst from Alstom for the new EPR<br />

nuclear reactor at Flamanville, France and the second from Areva<br />

and ETC (a joint venture formed by Areva and Urenco), in the<br />

Georges Besse II project of the uranium enrichment facilities in<br />

Tricastin, France. This project features a centrifuge uranium<br />

enrichment process that will consume 30 times less electricity<br />

than the gaseous diffusion process used on the existing site.<br />

In China, after partnering CNPEC in 2006 for its Lingao and<br />

Qinshan plants, <strong>Fives</strong> Nordon obtained an order to supply<br />

RCC-M class carbon steel pipes for six new nuclear plant units<br />

in Dalian and Fujian.<br />

Cryogenic pumps.<br />

Combustion systems for the production of electrical<br />

and thermal energy.


As the market leader in compensators and spiral seamed tubes,<br />

<strong>Fives</strong> Nordon also signed a three-year framework contract in<br />

2007 to supply Areva’s T&D division with this equipment.<br />

<strong>Fives</strong> Cryogenie pursues its breakthrough in the<br />

natural gas reliquefaction market<br />

Having already supplied Hamworthy KSE with some 20 cold boxes<br />

for the recondensation of LNG vapors during transportation in<br />

LNG tankers, <strong>Fives</strong> Cryogenie won a further order for eleven<br />

cold boxes from the same customer. These latest references<br />

confi rm the promising prospects this new LNG transport market<br />

offers <strong>Fives</strong> Cryogenie,<br />

<strong>Fives</strong> Cryogenie rolls out its know-how in China<br />

<strong>Fives</strong> Cryogenie started work on the construction of a standard<br />

heat exchanger manufacturing plant in China at the end of<br />

2007 to meet the requirements of its customers including Air<br />

Liquide, which this summer unveiled a €10 billion investment<br />

plan for the 2007–2011 period with the aim of accelerating its<br />

growth and doubling its size within fi ve years. The new plant<br />

should produce its fi rst heat exchangers by the end of the fi rst<br />

semester of 2009.<br />

France<br />

<strong>Fives</strong> Nordon recruiting<br />

To deal with the considerable growth of its activity,<br />

<strong>Fives</strong> Nordon hires an average of 100 additional<br />

personnel a year in France. In addition to management<br />

positions on construction sites and in design offi ces<br />

(i.e. design engineers, draftsmen, etc.), <strong>Fives</strong> Nordon<br />

offers complete specialized training in its dedicated<br />

center to qualify new employees for jobs as welders<br />

and pipe fi tters.<br />

Key references<br />

• Hamworthy KSE – Qatargas<br />

2005-2008: 31 cold boxes<br />

and 26 cryogenic pumps for<br />

the reliquefaction of liquid natural<br />

gas vapours during transport.<br />

• Areva/ETC, Georges Besse II<br />

project (France): prefabrication<br />

and erection of process and<br />

auxiliary piping for centrifuge<br />

enrichment.<br />

• Alstom, EPR Flamanville (France)<br />

2006-2007: design, procurement<br />

and prefabrication of HP pipes.<br />

• CNPEC, nuclear power plants<br />

(China) 2006-2007: procurement<br />

of RCC-M class carbon steel pipes.<br />

• Framatone Olkiluoto (Finland):<br />

prefabrication of primary coolant<br />

piping systems and surge line<br />

for the EPR reactor.<br />

• Air Liquide: supply of exchangers<br />

and pumps in China, Mongolia and<br />

South Korea.<br />

www.fi vesgroup.com<br />

37


SUGAR<br />

Bogazliyan in Turkey: new technological showcase<br />

for <strong>Fives</strong> Group beet sugar plants.<br />

World’s No.1<br />

for crystallization process (Continuous Vacuum Pans)<br />

World’s No.1<br />

in cane extraction processes<br />

(In Line Shredders, Diffusers, MillMax®)<br />

for the sugar and bioethanol industries<br />

<strong>Fives</strong> 2007 Overview<br />

38<br />

SUGAR In spite of a large drop in world<br />

sugar prices, due to very signifi cant increase<br />

in production that compensated for the<br />

shortfall in production in the last two years,<br />

many investment projects were in <strong>progress</strong><br />

in 2007. Among the most dynamic markets<br />

were Russia, India and Brazil, the latter<br />

having a signifi cant potential considering its<br />

commitment to biofuel development.<br />

Bogazliyan: the worldwide reference<br />

for beet sugar plants<br />

A highlight of 2007 was the fi nal acceptance of the Bogazliyan<br />

beet sugar plant in Turkey by the Kayseri Seker group. Built in<br />

17 months, a record time, this turnkey plant quickly reached a<br />

nominal daily capacity of more than 10,000 tonnes of beet.<br />

Incorporating the most advanced <strong>Fives</strong> Cail technologies, this<br />

plant is notable for its highly effi cient thermal performance<br />

and is one of the most modern and highly automated plants ever<br />

built in the world. Bogazliyan is the new worldwide reference in<br />

the fi eld of beet sugar plants and is an excellent showcase for<br />

<strong>Fives</strong> Cail technologies.<br />

• Range of activities<br />

Design and supply of process equipment<br />

and turnkey assembly for the cane and beet sugar<br />

and bioethanol industries.


Brazil<br />

Manufacturers overwhelmingly choose the<br />

revolutionary MillMax® milling technology<br />

Having already installed more than 1,000 mills throughout<br />

the world, <strong>Fives</strong> Cail recently developed and patented<br />

its new MillMax® milling technology, which offers major<br />

advantages, especially big savings in investment and<br />

operating costs, notably by offering a 30% reduction in<br />

energy consumption compared with conventional milling<br />

technologies. The true originality of this revolutionary<br />

technology lies in its simplifi ed design based on the use<br />

of two press rollers and a completely unique device limiting<br />

the reabsorption of juice (CAP®).<br />

Thanks to its technological lead, <strong>Fives</strong> Cail won numerous<br />

contracts in 2007 in the Brazilian market, thus securing<br />

the success of MillMax® .<br />

International sugar market: <strong>Fives</strong> Cail strengthens<br />

its technological lead<br />

The Division’s recent technological developments helped secure<br />

major sales successes in the most signifi cant markets in 2007.<br />

The ZUKA® centrifugal confi rmed its unrivaled performance of<br />

30 cycles per hour with low energy consumption and is attracting<br />

interest from the beet and cane markets and from refi neries.<br />

The In Line Shredder, using a single-step process optimizing the<br />

preparation of cane before extraction, and the MillMax®, the<br />

latest and unique cane extraction concept, underscored the<br />

Group’s strong position in the cane milling fi eld. Continuous<br />

vacuum pans based on <strong>Fives</strong> Cail technology, a worldwide reference<br />

in the crystallization fi eld, and falling fi lm evaporation<br />

technology which has made a major contribution to optimizing<br />

energy effi ciency of sugar plants continue to be prized by<br />

manufacturers worldwide.<br />

Sales to customers including Cosan, Guarani and Santa Elisa<br />

in Brazil, Tongaat-Hulett in South Africa, Prodimex in Russia and<br />

Mitr Phol in China, confi rm the relevance of these technological<br />

developments which have earned <strong>Fives</strong> Cail an excellent reputation.<br />

Bioethanol: <strong>Fives</strong> Cail takes up position<br />

in a vibrant market<br />

With many fi rm commitments to the development of biofuels,<br />

especially in Brazil where the Cosan group, a national leader in<br />

ethanol and sugar, announced a USD 1.7 billion investment plan<br />

for the construction of new plants, <strong>Fives</strong> Cail has a very strong<br />

position in cane preparation thanks to its unique expertise.<br />

Recognized on all sugar markets, especially in South-East Asia,<br />

Central America and Brazil, where its technologies are highly<br />

prized, <strong>Fives</strong> Cail continues to pursue its objective of further<br />

development in the fi eld of distilleries.<br />

Key references<br />

• Kayseri Seker (Turkey)<br />

2006-2007: turnkey contract, as<br />

part of a consortium, for the supply<br />

of equipment for a 10,000 t/d<br />

beet sugar plant, from refi ning<br />

to packaging of the sugar.<br />

• CNTIC for Guysuco (Guyana):<br />

Skeldon II contract covering the<br />

supply of a diffuser, 3 continuous<br />

vacuum pans, 2 vertical crystallisers<br />

and a massecuite reheater.<br />

• SUDS (Mauritius), Cosan,<br />

Guarani, Santa Elisa (Brazil),<br />

Jeypore Sugar, Rashree Sugars<br />

& Chemicals and EID Parry (India),<br />

Mitr Phol (China), Tongaat Hulett<br />

(South Africa), Prodimex (Russia):<br />

supply of process equipments.<br />

• Crystallisation: More than<br />

100 units installed throughout<br />

the world since 2000.<br />

www.fi vesgroup.com<br />

39


www.fi vesgroup.com<br />

<strong>Fives</strong> 2007 Overview<br />

40


Financial report<br />

42 Group activity<br />

58 Mastering technology and sustainable development<br />

60 Corporate governance<br />

66 Financial and legal information<br />

2007 consolidated financial statements<br />

70 Consolidated balance sheet<br />

72 Consolidated profit and loss statement<br />

73 Consolidated cash flow statement<br />

74 Notes to the consolidated financial statements<br />

106 Auditors’ report on the consolidated financial statements<br />

Ordinary and Extraordinary General Meetings<br />

of Shareholders of June 19, 2008<br />

108 Draft resolutions<br />

www.fivesgroup.com<br />

41


Group activity<br />

Report of the Executive Board to the Ordinary<br />

General Meeting on June 19, 2008<br />

FIVES GROUP:<br />

ORDER INTAKE AND CLOSING ORDER BOOK<br />

€ millions 2005 2006 2007<br />

Order intake<br />

Order book<br />

953.2 1,206.6 1,503.0<br />

at December 31 814.4 988.6 1,401.8<br />

FIVES GROUP: SALES<br />

€ millions 2005 2006 2007<br />

Sales 914.3 1,024.9 1,137.3<br />

<strong>Fives</strong> 2007 Annual report<br />

42<br />

1. GROUP OPERATIONS IN 2007<br />

2007 was an excellent year for the Group with significant increases<br />

in sales and earnings thanks to strong organic growth. In terms<br />

of external growth, 2007 featured the acquisition on June 29 of<br />

the Swedish group Sandvik’s logistics activities.<br />

In addition to Cinetic Service Slovakia s.r.o. (in automotive) and<br />

<strong>Fives</strong> Cail KCP Ltd (in sugar), consolidated as of January 1, 2007<br />

in the context of the Group’s organic growth, the consolidation<br />

scope includes, as of July 1, 2007, the three companies acquired<br />

from Sandvik, renamed Cinetic Sorting S.p.a. (Italy), Cinetic<br />

Sorting Corp. (United States) and Cinetic Sorting K.K. (Japan).<br />

1.1 Trading conditions<br />

Order intake crossed the €1.5 billion threshold in 2007. At constant<br />

scope, i.e. excluding the newly consolidated businesses (Cinetic<br />

Sorting, <strong>Fives</strong> Cail KCP Ltd and Cinetic Service Slovakia s.r.o.),<br />

<strong>Fives</strong> set a new record with order intake of €1,470 million,<br />

nearly 22% more than in 2006 which had already been a record<br />

year with €1,207 million.<br />

The Group’s performance in 2007 stemmed primarily from the<br />

commercial successes achieved in the aluminium sector, with<br />

the signing in the second half of the year of an exceptional order<br />

for key process workshops for an aluminium smelter under<br />

construction in Qatar. It also reflects the significant number of<br />

orders won in the steel sector and in the glass sector as well as a<br />

steadily growing contribution from the energy sector.


Metals<br />

As expected, the Group’s metals activity (steel and aluminium)<br />

benefited from renewed investment in the primary aluminium<br />

sector. Order intake in the aluminium sector doubled compared<br />

with 2006 thanks to a major contract obtained in Qatar.<br />

Economic growth in China, which continued to increase its steel<br />

production capacities, and the resumption of some significant<br />

investments in glass boosted new orders in these markets.<br />

Against this backdrop, the Group confirmed its position as a<br />

benchmark supplier to the Chinese steel company, Baosteel, by<br />

winning two substantial contracts for the supply of a tinplate<br />

annealing line and a hot galvanizing line integrating all the<br />

mechanical and thermal equipment offered by the Group.<br />

Automotive/Logistics<br />

The automotive activity continued to be severely affected by<br />

depressed market conditions in both Europe and North America.<br />

Conditions were, however, more favorable for the logistics activity<br />

as most of the leading players are thoroughly remodeling their<br />

plants in order to manage more complex and increasing flows. All<br />

in all, <strong>Fives</strong> showed firm resistance, posting an increase in order<br />

intake at constant scope and exchange rates compared with 2006<br />

thanks to a solid offer of machining equipment, notably Cinetic Landis<br />

grinding machines, and marketing successes in logistics and in new<br />

markets where the technological solutions developed for the<br />

automotive industry have found other applications.<br />

Energy<br />

Business was particularly robust in heat exchangers and cryogenic<br />

pumps (used in the process of separating and liquefying gas and<br />

in ethylene production) and high-pressure piping (mainly for<br />

nuclear and conventional power plants and for the petrochemical<br />

industry). Market conditions remained dynamic, boosted by<br />

China’s growing energy needs, the structural rise in oil prices and<br />

renewed investment in industrialized countries in the construction<br />

and renovation of traditional and nuclear power plants. In France,<br />

the Group won several orders as part of two major projects, the<br />

first relating to the new nuclear reactor (EPR) being built by<br />

Alstom at Flamanville, and the other involving Areva’s extension<br />

of the Georges Besse II uranium enrichment plant.<br />

Cement<br />

Boosted by growth in emerging countries, the Group confirmed<br />

its strong competitive positioning in the cement and minerals<br />

market in 2007, with order intake remaining high. The highlights<br />

of the year included an order for a turnkey plant with a capacity<br />

of 4,000 tonnes per day for the Lafarge-Titan joint venture in<br />

Egypt and the growing proportion of orders for proprietary<br />

equipment, notably Horomill® grinding mills and <strong>Fives</strong> Pillard<br />

combustion systems.<br />

By geographic area, 2007 again featured a very high volume of<br />

business from the Middle East thanks to the contracts obtained<br />

in Qatar in aluminium and in Egypt in cement. As in 2006, Asia<br />

and France were contenders for second place, each accounting for<br />

one fifth of new orders. France’s contribution was primarily due<br />

to the orders taken in energy for the Flamanville EPR and the<br />

Georges Besse II uranium enrichment plant. Order intake from<br />

Asia concerned mainly the steel sector, with a very significant<br />

share of orders from China and a growing number from India.<br />

The remaining orders were divided among the other European<br />

countries and North America, with a large proportion of European<br />

orders linked to renewed investment in Russia, notably in the<br />

metals and glass sectors.<br />

Sales increased significantly in 2007, up by 11% to €1,137.3<br />

million. Sales grew by 7% at constant scope, i.e. excluding the<br />

newly consolidated activities, and exchange rates.<br />

As in 2006, the metals and automotive divisions made the largest<br />

contributions to sales, together accounting for nearly 63% of Group<br />

sales. However, their relative weight declined slightly in favor of<br />

the energy division, which continues to grow. By geographic region,<br />

Asia, in keeping with its record opening order book, accounted<br />

for one quarter of sales, thereby qualifying as the Group’s leading<br />

geographic market for the fourth consecutive year.<br />

<strong>Fives</strong> began 2008 with a record opening order book of €1.4 billion,<br />

providing an excellent outlook for sales in the present year.<br />

www.fivesgroup.com<br />

43


Group activity<br />

ORDER INTAKE BY END MARKET<br />

€ millions 2005 2006 2007<br />

Automotive/Logistics 195.6 299.5 339.5<br />

Cement 128.4 268.1 230.4<br />

Energy 195.8 213.7 289.9<br />

Metals (aluminium and steel) 434.0 426.2 646.4<br />

Eliminated on consolidation (0.6) (0.9) (3.2)<br />

TOTAL 953.2 1,206.6 1,503.0<br />

ORDER INTAKE BY GEOGRAPHIC AREA<br />

€ millions 2005 2006 2007<br />

Africa and the Middle East 105.0 351.0 459.7<br />

France 236.9 242.6 308.9<br />

Asia and Oceania 308.0 251.3 295.9<br />

Europe (excluding France) 191.9 176.5 241.0<br />

The Americas 111.4 185.2 197.5<br />

TOTAL 953.2 1,206.6 1,503.0<br />

SALES BY END MARKET<br />

€ millions 2005 2006 2007<br />

Automotive/Logistics 219.0 311.4 315.6<br />

Cement 188.9 157.3 196.2<br />

Energy 146.1 177.7 226.7<br />

Metals (aluminium and steel) 361.0 379.1 400.2<br />

Eliminated on consolidation (0.7) (0.6) (1.4)<br />

TOTAL 914.3 1,024.9 1,137.3<br />

<strong>Fives</strong> 2007 Annual report<br />

44<br />

1.2 Highlights<br />

The Group achieved an exceptional performance in 2007, mainly<br />

through organic growth, thanks to its international scope and to an<br />

innovative and efficient technical offer.To further its development,<br />

the Group has:<br />

implemented a significant recruitment program in 2007 and<br />

stepped up its efforts in terms of research and development. It<br />

has also reinforced its corporate image by adopting the <strong>Fives</strong> brand<br />

for each of its businesses and using a common visual identity;<br />

rounded out its logistics offer through the acquisition in June<br />

of Sandvik Sorting Systems, one of the world leaders in automated<br />

sorting systems, from the Swedish group Sandvik. It also strengthened<br />

its aluminium activity by integrating the staff of Setaram<br />

Engineering, acquired at the end of 2006;<br />

extended its international scope by opening three new offices,<br />

in Japan, Turkey and India. Lastly, it added to its operating resources<br />

in China by buying out its Chinese partner in the joint venture<br />

created in 1999 and now renamed Stein (Shanghai) Industrial<br />

Furnace Co. Ltd, and by starting construction of a new factory for<br />

manufacturing standard cryogenic heat exchangers.<br />

Continuing expansion<br />

In aluminium, the Group integrated the staff from Setaram<br />

Engineering, acquired at the end of 2006. Specialized in the design<br />

and supply of heat control systems for green anode baking furnaces,<br />

this team brings the Group some key technological skills in the<br />

carbon sector. <strong>Fives</strong> Solios was thus able to win two significant<br />

orders, one from Rio Tinto Alcan in Tomago (Australia) to modernize<br />

its anode baking furnaces and the other for the new aluminium<br />

plant being built by Hydro Aluminium in Qatar. This second<br />

order will enable the Group to equip the baking furnaces with a<br />

comprehensive and coherent system that optimizes furnace<br />

management and pitch fume treatment so as to minimize emissions<br />

and energy consumption, while reinforcing the safety of<br />

the installations. At the same time, <strong>Fives</strong> Solios successfully


ought into service the new furnace control systems at Lanzhou<br />

(China) and Almahdi (Iran) and continued to develop Helios, a<br />

regulation technology based on measurement of carbon<br />

monoxide, implemented in the regulation system of the ovens<br />

delivered to Rio Tinto Alcan at Saint-Jean-de-Maurienne (France)<br />

and adopted by Hydro Aluminium in Qatar.<br />

On June 29, 2007, <strong>Fives</strong> completed the acquisition of the Sandvik<br />

Sorting Systems subgroup from the Swedish company Sandvik.<br />

This subgroup is made up of three subsidiaries located respectively<br />

in Italy, the United States and Japan.This subgroup has been<br />

renamed Cinetic Sorting and, with a total headcount of around<br />

300 people, is an ideal addition to <strong>Fives</strong> Cinetic’s offer in the<br />

design and supply of automated “high speed” sorting systems<br />

and equipment. Cinetic Sorting is the leading supplier of parcel<br />

sorting systems for postal and courier companies.With operating<br />

profit of €4.5 million on annual sales of around €85 million, this<br />

acquisition also provides an opening for the Group in Japan.<br />

After setting up a representative office in Japan at the beginning<br />

of 2007 to track technology and market developments there, <strong>Fives</strong><br />

continued to extend its international reach by opening two new<br />

sales offices at the beginning of 2008, one in Istanbul (Turkey)<br />

and the other in Chennai (India). As well as providing good<br />

access to fast growing markets where it already has outstanding<br />

references, the Group intends to use <strong>Fives</strong> Turkey as a basis for<br />

concluding partnerships with local subcontractors in neighboring or<br />

regional markets and to equip <strong>Fives</strong> India with its own competence<br />

in terms of project completion, thereby improving its penetration<br />

of the Indian market and its competitive edge.<br />

<strong>Fives</strong> also entered a new phase in China in 2007 by starting procedures<br />

with the local authorities with a view to creating a plant<br />

for manufacturing brazed aluminium cryogenic exchangers near<br />

Shanghai.This new facility will respond to customer demand and<br />

strengthen <strong>Fives</strong> Cryo’s range of services and competitive position.<br />

In 2009 it will be the first exchanger manufacturer combining<br />

Western know-how and a Chinese production base.<br />

SALES BY GEOGRAPHIC AREA<br />

€ millions 2005 2006 2007<br />

Africa and the Middle East 167.7 157.4 226.1<br />

France 217.9 228.5 244.9<br />

Asia and Oceania 234.6 276.8 286.1<br />

Europe (excluding France) 139.5 182.3 207.1<br />

The Americas 154.6 179.9 173.1<br />

TOTAL 914.3 1,024.9 1,137.3<br />

ORDER BOOK BY END MARKET<br />

€ millions Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Automotive/Logistics 147.2 130.5 190.4<br />

Cement 172.3 283.0 313.9<br />

Energy 114.0 150.1 226.6<br />

Metals (aluminium and steel) 381.0 425.5 672.9<br />

Eliminated on consolidation (0.1) (0.5) (2.0)<br />

TOTAL 814.4 988.6 1,401.8<br />

CARNET DE COMMANDES<br />

PAR ZONE GÉOGRAPHIQUE<br />

€ millions Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Africa and the Middle East 133.9 328.5 558.2<br />

France 110.6 125.2 190.8<br />

Asia and Oceania 316.6 289.0 333.5<br />

Europe (excluding France) 141.4 145.6 194.5<br />

The Americas 111.9 100.3 124.8<br />

TOTAL 814.4 988.6 1,401.8<br />

www.fivesgroup.com<br />

45


Group activity<br />

Outstanding commercial successes<br />

<strong>Fives</strong> recorded numerous commercial successes in 2007, illustrating<br />

its international scope, its capacity to innovate and the confidence<br />

of its major customers regarding the management of complex,<br />

strategic projects.<br />

In February, <strong>Fives</strong> obtained a major order from Alstom in the<br />

context of the new nuclear reactor (EPR) at Flamanville (France)<br />

for the design, supply, prefabrication and assembly of high pressure<br />

“water-steam” pipes in the machine room, requiring the installation<br />

of around 1,000 tonnes of pipes, 216 tonnes of fittings and 166 tonnes<br />

of valves. This contract was followed by two other orders at<br />

the end of the year, one from Alstom for medium pressure pipes<br />

linking the machine room condensors and representing another<br />

325 tonnes of equipment, and the other from Areva for the six<br />

reactor containment penetrations.<br />

In April, China’s leading steel company Baosteel contracted <strong>Fives</strong><br />

to supply and install all the mechanical and thermal equipment<br />

for a tinplate annealing line at its Meishan plant based on the<br />

same model as the order won in 2005 for its Yichang plant. In<br />

the second half, the Group was again contracted to supply a galvanizing<br />

line for the production of new steels with very high<br />

elasticity limits for the automotive industry and a ZR21 rolling<br />

mill for the Shanghai No.1 site.These two orders bring to five the<br />

number of major contracts obtained from this customer in less<br />

than three years, strengthening <strong>Fives</strong>’ position as a benchmark<br />

supplier for Baosteel.<br />

Also in April, <strong>Fives</strong> took a major order for four large-size grinding<br />

machines for ship crankshafts. This follows a first order obtained<br />

in 2006, reflecting recognition of the quality of the research center<br />

that developed these innovative machines.<br />

In May, the Group won a four year order representing from<br />

Areva subsidiary SET (Société d’Enrichissement du Tricastin) for<br />

pipes for the Georges Besse II project in France. This enrichment<br />

plant will use a centrifugal uranium enrichment process that<br />

<strong>Fives</strong> 2007 Annual report<br />

46<br />

consumes only one thirtieth of the electricity of the gaseous<br />

diffusion process currently used. For this same project, <strong>Fives</strong> Nordon<br />

was also selected by ETC (Enrichment Technology Corporation),<br />

a joint venture between Areva and Urenco, to assemble all the<br />

valve stations and cascades. The Group is therefore participating<br />

in a major investment that will confirm Areva’s leadership in the<br />

enrichment market where it already has 25% of world capacity.<br />

In August, <strong>Fives</strong> Solios obtained an order from the consortium<br />

formed by the Norwegian company Hydro Aluminium and the<br />

State company Qatar Petroleum for the supply of a turnkey raw<br />

anode production workshop as part of the construction of an<br />

aluminium plant with an annual capacity of 585,000 tonnes at<br />

Messaied (Qatar). In November, <strong>Fives</strong> Solios obtained an order<br />

for four electrolysis pot gas treatment systems, supplemented<br />

downstream by seawater scrubbers for desulphurizing gases, and<br />

an order for the liquid pitch terminal. <strong>Fives</strong> Solios ended the year<br />

with four other contracts that were brought into force early in<br />

2008 involving eleven holding and melting furnaces, the water<br />

cooling system for the casthouse, the firing equipment and control<br />

process system for the anode baking furnace (Setaram technology)<br />

and the fume treatment system. Thanks to this equipment and<br />

two series of 352 pots each based on Hydro Aluminium HAL 275<br />

technology, upgraded to 300 kA, this smelter will be the largest,<br />

most efficient and cleanest ever built.<br />

In September, the Group won an order from Beni Suef Cement<br />

Company, the joint venture between global leader Lafarge and the<br />

leading Greek cement manufacturer Titan, for a 4,000 tonnes per<br />

day turnkey cement plant in Egypt.<br />

Main deliveries in 2007<br />

In cement, following a series of successful tests, <strong>Fives</strong> FCB obtained<br />

provisional acceptance from Qatar National Cement Company<br />

in April 2007 for a 4,000 tonnes per day clinker production line in<br />

Qatar. In August, <strong>Fives</strong> FCB also successfully brought into service<br />

the first Twin Horomill® workshop for CamPha in Vietnam. The


workshop’s design, based on two Horomill® mills operating in<br />

parallel on the same grinding circuit, which itself includes a<br />

materials separator, a ventilator filter and a raw materials feeder,<br />

enables production capacity to be doubled – bringing it to 240 tonnes<br />

an hour in the present case – at reduced cost while offering<br />

great operating flexibility.<br />

In steel, <strong>Fives</strong> distinguished itself in China with the delivery of a<br />

120,000 tonnes per year hot coating line ordered by TPCO and the<br />

acceptance of three silicium steel rolling mills, two for Wisco and<br />

one for Tisco.<br />

Lastly, at the end of the year, <strong>Fives</strong> obtained provisional acceptance<br />

for the sugar plant completed in consortium with Maguin<br />

and OEP for Kayseri Seker (Turkey). This turnkey plant, built in a<br />

record time of just seventeen months, showcases all the latest<br />

technology developed by the Group. Its high level of automation<br />

and high-power thermal system make it one of the most up-to-date<br />

sugar plants ever built.<br />

1.3 Outlook for 2008<br />

The Group entered 2008 with excellent sales prospects for the<br />

year, thanks to an order book that set a new record, at constant<br />

scope, for the sixth consecutive year. At December 31, 2007, the<br />

order book stood at €1,402 million (of which €37 million for<br />

the newly consolidated entities), up by 42% compared with 2006<br />

(€989 million), thanks to the remarkable sales performance of<br />

the metals and energy divisions and a continuing strong contribution<br />

from the cement division.<br />

The business outlook for 2008 remains positive despite a more<br />

uncertain economic background due to rising raw materials and<br />

transport prices, negative exchange rate trends and the risk that<br />

the current financial crisis might spread to the real economy<br />

and, consequently, to industrial investment.<br />

The key challenges in 2008 will be:<br />

at the strategic level, to continue to adopt a pragmatic and<br />

opportunistic approach to external growth, focusing on deals<br />

that add to the Group’s range of technical services and products<br />

and/or extend its market coverage;<br />

at the marketing level, to develop the Group’s presence in<br />

regions considered to have strong growth potential over the<br />

coming years;<br />

at the operating level, to continue to implement cross-Group<br />

measures in terms of research and development and to step up<br />

recruitment, while keeping tight control of overheads. In addition,<br />

contracts in <strong>progress</strong> will continue to be monitored carefully to<br />

ensure they are completed with satisfactory levels of profitability<br />

given a heavy workload, rising raw materials prices and longer<br />

supply times.<br />

Thanks to its strong positions in fast-growing markets, notably<br />

China, India, the Middle East and Russia, and to the diversity of<br />

its products and services, the Group is expecting further growth<br />

in sales and operating profit in 2008.<br />

www.fivesgroup.com<br />

47


Group activity<br />

SUMMARY OF CONSOLIDATED RESULTS<br />

€ millions 2005 2006 2007<br />

Sales 914.3 1,024.9 1,137.3<br />

Operating profit 43.1 53.1 (*) 64.4 (**)<br />

Profit before exceptional<br />

profit/(loss) and taxation 46.0 52.6 65.9<br />

Net exceptional profit/(loss) (3.7) (5.9) 0.7<br />

Profit before tax 42.3 46.7 66.6<br />

Net profit of consolidated<br />

companies before<br />

amortization of goodwill 31.9 29.5 42.0<br />

Group share in the net<br />

loss of companies in the<br />

process of being sold (3.8)<br />

Net profit 21.6 24.4 32.9<br />

Net profit, Group share 20.1 22.9 31.6<br />

Shareholders’ equity after<br />

net profit, Group share 134.2 149.9 159.1<br />

(*) Restated for the impact of the allocation of the acquisition price of Landis’ assets,<br />

amounting to €3.5 million, consolidated operating profit came to €56.6 million.<br />

(**) Restated for the impact of the allocation of the acquisition price of Sorting’s assets,<br />

amounting to €0.4 million, consolidated operating profit came to €64.8 million.<br />

<strong>Fives</strong> 2007 Annual report<br />

48<br />

2. FINANCIAL PERFORMANCE<br />

2.1 Accounting principles and companies<br />

included in the Group consolidation<br />

The consolidated profit and loss statement includes the contributions<br />

in the second half of the year from Cinetic Sorting Corp.,<br />

Cinetic Sorting S.p.a. and Cinetic Sorting K.K. acquired on June<br />

29 and consolidated for the first time as of July 1, 2007.These contributions,<br />

which amounted to €1.8 million of operating profit on<br />

sales of €41.2 million, reduced by €0.4 million on revaluation of<br />

assets in accordance with the Group’s accounting principles<br />

when allocating the acquisition price to the new entities. These<br />

adjustments consisted mainly of taking into account under<br />

work-in-<strong>progress</strong> part of the margin (percentage of completion)<br />

and valuing real estate at its useful value.<br />

Cinetic Service Slovakia s.r.o. in the automotive division and<br />

<strong>Fives</strong> Cail KCP Ltd in the sugar division, which both constitute<br />

extensions of their parent companies’ activities, were consolidated<br />

for the first time in 2007. Cinetic Service Slovakia s.r.o. is fully<br />

consolidated and <strong>Fives</strong> Cail KCP Ltd is consolidated using the<br />

proportional method (40%).Their combined contribution to sales<br />

and consolidated operating profit in 2007 came to €14.5 million<br />

and €1.7 million respectively.<br />

2.2 2007 results<br />

Despite the negative impact of dollar exchange trends, sales<br />

including the newly consolidated companies reached €1,137.3<br />

million in 2007, 11% more than in 2006 (€1,024.9 million).<br />

Sales grew by 7% at constant scope and exchange rates thanks<br />

to a record opening order book in cement and energy.


Including the newly consolidated entities, operating profit came<br />

to €64.4 million in 2007, more than 20% higher than in 2006<br />

(€53.1 million) and up by 17% at constant scope and exchange<br />

rates. Net profit, (Group share) came to €31.6 million, nearly<br />

38% higher than in 2006 (€22.9 million).This increase was mainly<br />

due to growth in operating profit and a significant reduction in<br />

exceptional expenses, which more than offset the higher tax charge.<br />

Operating profit<br />

Operating profit for the year came to €64.4 million, up strongly<br />

from €53.1 million in 2006. As in 2006, all the Group’s activities<br />

made a positive contribution to this performance.<br />

At €21.9 million, operating profit for the metals division was<br />

slightly lower than the record €22.5 million achieved in 2006, which<br />

had included final acceptance of several contracts in the aluminium<br />

sector. The aluminium activity’s contribution to operating profit<br />

increased in 2007 whereas that of steel diminished. In aluminium,<br />

the Group benefited from completion milestones, notably in Oman,<br />

and from the successful delivery by ship of the pre-assembled<br />

equipment to Fjardaàl in Iceland in the first quarter. In steel, the<br />

rising cost of raw materials and transport as well as the heavy<br />

workload placed on the staff for the fourth consecutive year<br />

reduced the margin on a contract in the Netherlands. All in all,<br />

the metals division continues to make the largest contribution<br />

to Group operating profit.<br />

The energy division posted spectacular growth with operating<br />

profit of €18.1 million in 2007 compared with €10.2 million in<br />

2006 and €4.9 million in 2005. This performance reflects exceptional<br />

commercial activity over the past two years in cryogenic<br />

equipment and high-pressure pipes. The consolidation of<br />

<strong>Fives</strong> Cail KCP Ltd, an Indian sugar company consolidated using<br />

the proportional method, also contributed to growth in earnings,<br />

making this division the second-largest contributor to Group<br />

operating profit.<br />

At constant scope, i.e. excluding Cinetic Sorting and Cinetic<br />

Service Slovakia s.r.o., the automotive/logistics division recorded<br />

operating profit of €14.7 million, similar to the level achieved in<br />

2006 (€14.5 million). Growth in earnings from the machining<br />

and automated sorting systems businesses offset the difficulties<br />

encountered by the automated production systems activity, due<br />

mainly to a low opening order book. Including the newly consolidated<br />

companies, operating profit came to €16.9 million, making<br />

this division the third-largest contributor to Group operating<br />

profit.<br />

The contribution from the cement division increased strongly<br />

in 2007, at €15.3 million compared with €11.2 million in 2006.<br />

The division benefited from milestone payments on contracts<br />

from QNCC in Qatar for two turnkey cement plants, one of<br />

which was delivered and accepted during the year, as well as<br />

robust business in combustion equipment thanks to a significant<br />

volume of orders from Asia.<br />

In 2007 growth in earnings in all the Group’s markets offset the<br />

increase in holding company expenses, which came to a net<br />

charge of €7.7 million compared with €5.3 million in 2006.<br />

Financial results<br />

The Group recorded net financial income of €1.5 million in 2007<br />

compared with a net financial loss of €0.5 million in 2006. This<br />

significant improvement reflects higher investment returns in<br />

the euro zone and an increase in average cash. Consolidated Group<br />

cash amounted to €253 million at the end of 2007 compared<br />

with €234 million a year earlier.<br />

www.fivesgroup.com<br />

49


Group activity<br />

Exceptional profit/(loss)<br />

€ millions 2005 2006 2007<br />

Net restructuring costs (1.4) (5.5) (1.2)<br />

Financing costs (1.1) (1.4)<br />

Net gain on disposals<br />

of intangible assets, property,<br />

plant and equipment<br />

and long-term investments 0.1 1.1 1.0<br />

Net income of newly<br />

consolidated companies prior<br />

to inclusion in the<br />

consolidation scope 0.2 0.5<br />

Other (1.3) (0.3) 0.4<br />

TOTAL (3.7) (5.9) 0.7<br />

The Group recorded net exceptional income of €0.7 million<br />

compared with a net exceptional loss of €5.9 million in 2006,<br />

which had been affected by high restructuring costs, mainly at<br />

the automotive division. Like the previous year, the Group generated<br />

a gain of €1 million on the sale of non-strategic real estate in<br />

France and the United States.<br />

Net profit<br />

The total tax expense (current and deferred tax) for the year<br />

came to €24.6 million.This was higher than in 2006 (€17.2 million)<br />

due principally to the significant increase in taxable income.<br />

It includes current tax amounting to €24.3 million, of which<br />

€16.9 million from companies in the French tax group and €7.4<br />

million on French and foreign companies not included in the tax<br />

group, as well as a deferred tax expense of €0.3 million.<br />

After taking into account amortization and depreciation of<br />

goodwill amounting to €9.1 million, versus €5 million in 2006,<br />

which includes an additional write down of goodwill on<br />

Cinetic Filling, net profit, (Group share) came to €31.6 million,<br />

up by 38% from €22.9 million in 2006.<br />

<strong>Fives</strong> 2007 Annual report<br />

50<br />

2.3 Contribution of each division<br />

to Group results<br />

METALS (ALUMINIUM & STEEL)<br />

Activity: the metals division supplies key processes and<br />

equipment, mainly for aluminium and steel production.<br />

For aluminium, the equipment covers key manufacturing<br />

processes in the carbon, smelting and electrolysis sectors.<br />

All this equipment is marketed under the <strong>Fives</strong> Solios brand<br />

name. In steel, the Group has both mechanical and thermal<br />

expertise and supplies rolling mills, large capacity reheat<br />

furnaces and surface treatment lines.The division also serves<br />

the glass industry where its thermal technology has found<br />

new applications. This division’s activities are carried out<br />

under the <strong>Fives</strong> DMS and <strong>Fives</strong> Stein brands in steel and<br />

under the <strong>Fives</strong> Stein brand in the glass sector.<br />

Despite the price adjustment in aluminium traded on the London<br />

market (LME) in the second half of 2007 and the turbulence triggered<br />

by announcement of mergers between the Majors, the primary<br />

aluminium sector continued to boom, as had been expected, thanks<br />

to the simultaneous launch of several large-scale projects. The<br />

macroeconomic context of global supply and demand, upheld by<br />

economic growth in emerging markets, particularly China, continues<br />

to be favorable to continuing investment. In the short term,<br />

however, the energy problems encountered by some producer<br />

countries, notably South Africa, the rise in construction costs in<br />

some regions and upcoming mergers in the sector could result in<br />

some investment decisions being postponed.<br />

Owing to a comprehensive range of services integrating innovative<br />

and efficient technology that complies with the strictest environmental<br />

requirements, the Group won a number of turnkey contracts<br />

in the second half of 2007 for the new 585,000 tonnes per year<br />

aluminium plant built at Messaied (Qatar) by Qatalum, the<br />

consortium formed by Hydro Aluminium and Qatar Petroleum.<br />

The contracts obtained include a turnkey green anode production<br />

workshop, four electrolysis pot gas treatment centers with


downstream seawater scrubbers for desulphurizing gases and a<br />

liquid pitch terminal. In connection with the same project, the<br />

Group obtained several other orders at the end of the year which<br />

were recorded in the order book at the beginning of 2008. These<br />

concerned eleven holding and melting furnaces with capacities<br />

of between 55 and 66 tonnes, the water cooling equipment, an<br />

anode baking furnace heating and regulation system (Setaram<br />

technology) and the fume treatment center. Thanks to this<br />

equipment and two series of 352 pots each based on Hydro<br />

Aluminium HAL 275 technology, upgraded to 300 kA, this smelter<br />

will be the largest, most efficient and cleanest built to date.<br />

Due to these commercial successes, the Group achieved record<br />

order intake and a record closing order book, in each case more<br />

than double that of 2006 in value. Although 2008 is expected to<br />

be lower than 2007, the year has started well. <strong>Fives</strong> Solios<br />

recently signed two contracts for the supply of pot gas treatment<br />

centers, one with Rusal and the other with Hydro-Rusal for the<br />

Taishet and Boguchanski aluminium plants in Russia. It has also<br />

been selected by Rio Tinto Alcan to equip a first series of AP-50<br />

pots in Arvida, Canada, with the latest-generation Ozeos filter.<br />

At the operating level, <strong>Fives</strong> Solios participated actively alongside<br />

Bechtel to bring into service the pre-assembled equipment shipped<br />

to Alcoa’s Fjardaàl plant in Iceland and continued its work on the<br />

installations in Oman ordered by Sohar in 2006. The various<br />

workshops (green anode shop, liquid pitch terminal, gas treatment<br />

systems, smelting towers and effluent treatment systems) were<br />

assembled without any site accidents. All in all, although still<br />

below the record levels achieved from 2002 to 2004, operating<br />

profit from the aluminium activity increased compared with<br />

2006. The exceptionally high level of the closing order book<br />

together with robust commercial activity at the beginning of<br />

2008 offers excellent business prospects for the year and points<br />

to a further rise in operating profit in 2008.<br />

In the steel sector, world production rose to a record level of<br />

1,343 million tonnes in 2007, 7.5% more than in 2006. The greater<br />

METALS (ALUMINIUM & STEEL)<br />

€ millions 2005 2006 2007<br />

Order intake 434.0 426.2 646.4<br />

Order book at Dec. 31 381.0 425.5 672.9<br />

Sales 361.0 379.1 400.2<br />

Operating profit 19.4 22.5 21.9<br />

Employees at Dec. 31 1,195 1,177 1,271<br />

www.fivesgroup.com<br />

51


Group activity<br />

part of this growth continues to proceed from China, which<br />

accounts for one third of world production in volume. Steel prices<br />

remained high and are likely to continue to rise given strong<br />

demand and a rise in the price of iron ore. The pace of Chinese<br />

investment could slow down over the medium term, but this is<br />

likely to be partly offset by growing demand in India, Russia,<br />

Eastern Europe, Turkey and Brazil.<br />

In this environment, order intake grew significantly compared<br />

with 2006, ending the year with a record closing order book.<br />

Thanks to a comprehensive offer combining the Group’s thermal<br />

and mechanical equipment, the Group won the contract from<br />

Baosteel for a tinplate annealing line for the Meishan plant and<br />

a galvanizing line at the Shanghai site for producing new steel<br />

with very high elasticity limits for the automotive industry.<br />

These two orders bring the number of major contracts obtained<br />

from this customer to five in less than three years, consolidating<br />

<strong>Fives</strong>’ position as a benchmark supplier for Baosteel. In cold rolling<br />

mills, two orders were taken for Sendzimir ZR21 rolling mills, one<br />

for Tisco and one for Baosteel’s Shanghai no.1 plant. With regard<br />

to thermal equipment for continuous lines, the Group was chosen<br />

to supply a new line for Shougang in China and to upgrade a silicium<br />

steel normalization line for Novolipetsk, a leading Russian steel<br />

company. In hot rolling, orders were taken in India, Turkey, Spain,<br />

Russia and Brazil for around ten walking beam reheat furnaces with<br />

Digit@l Furnace® technology. Lastly, in glass, where the Group<br />

has a comprehensive technological range of services, it obtained<br />

contracts in Russia and India to build hot ends with capacities of<br />

respectively 250 tonnes per day and 550 tonnes per day.<br />

As well as commercial successes, 2007 was a busy year in terms<br />

of completion. In September 2007, <strong>Fives</strong> successfully started the<br />

continuous high-speed tinplate annealing line for Baosteel and a<br />

ZR22 rolling mill for Thainox in Thailand. The division also<br />

obtained acceptance of the pickling and annealing line delivered<br />

to TPCO and of three silicium steel rolling mills for the Chinese<br />

steel companies Wisco and Tisco. With regard to Digit@l<br />

<strong>Fives</strong> 2007 Annual report<br />

52<br />

Furnace® reheat furnaces, numerous furnaces were brought into<br />

service notably at Laiwu Steel and Nanjing Steel in China. For<br />

Nanjing Steel, the Group distinguished itself by completing all<br />

the equipment in eleven months, one month ahead of schedule.<br />

The production start up of a new walking beam furnace equipped<br />

with the latest Digit@l technology and capable of processing<br />

420 tonnes per hour for VAS in Austria also stands out for its<br />

prompt execution. The division successfully started up - in some<br />

cases within very tight deadlines - several steel strip processing lines<br />

as well as six new processing lehrs.<br />

All said, although lower than in 2006, operating profit remained<br />

high for the steel division. The heavy workload faced by the<br />

various teams for the fourth consecutive year combined with a<br />

significant rise in the cost of raw materials and transport had a<br />

negative impact on the operating margin. For 2008, the Group is<br />

starting the year with a strong opening order book, which together<br />

with projects being followed up at the beginning of the year,<br />

guarantees a robust level of activity.<br />

AUTOMOTIVE/LOGISTICS<br />

Activity: the automotive division designs, manufactures and<br />

installs equipment, integrated tooling systems and automated<br />

production systems for the automotive industry. These<br />

handling systems have several other fields of application,<br />

particularly in the logistics sector where the Group offers an<br />

extensive range of automated sorting systems. All this<br />

equipment is marketed under the <strong>Fives</strong> Cinetic brand.<br />

2007 marked the strengthening of this division’s logistics activities<br />

through the acquisition at the end of June of the Swedish group<br />

Sandvik’s high-speed parcel sorting activities in Italy, the United<br />

States and Japan.<br />

Business conditions underwent no significant change in 2007.<br />

Conditions remained particularly difficult in the automotive sector


in Europe and the United States where, faced with the strengthening<br />

of South Korean and Japanese transplants, the European<br />

and North American carmakers, in the throes of major restructuring,<br />

were still limiting their investments. Conditions are more<br />

positive, however, for the logistics activity as the main players<br />

are upgrading their equipment and systems in order to cope<br />

with increasingly complex and numerous flows.<br />

In terms of tooling systems, the Group won a major order from<br />

Chrysler for the supply of grinding machines for two new engine<br />

assembly lines, located in Trenton, Michigan, in the United States<br />

and Saltillo in Mexico. It also won an order from Ford for around<br />

ten tooling machines, for its new diesel engine which will be<br />

manufactured in Mexico.The research center enabled the division<br />

to successfully bid for innovative projects requiring the development<br />

of specific machines, such as the contract obtained from a worldclass<br />

crankshaft manufacturer for four large-sized grinding machines for<br />

crankshafts for boat engines which followed a first order obtained<br />

in 2006. Lastly, thanks to an extensive sales network, efforts to<br />

diversify its activity since 2006 and a recognized know-how, the<br />

Group was able to win numerous upgrading contracts as well as<br />

orders for new machines, notably laser welders.<br />

In terms of automated production systems, the Group posted<br />

strong growth in order intake in 2007 after a very disappointing<br />

performance in 2006, winning contracts for the rare investments<br />

made by its traditional carmaker customers and thanks to a more<br />

diversified customer base following the extension and redefinition<br />

of its offer in 2006. In North America, it obtained several orders<br />

from General Motors at the beginning of the year for assembly<br />

lines for six-cylinder engines located respectively in Tonawanda,<br />

New York (United States) and Ramos (Mexico). In 2004, the Group<br />

had supplied nearly all the main equipment at this last site. It<br />

also enjoyed a substantial flow of orders under the global master<br />

agreement signed with this carmaker in 2006 for fluid filling<br />

equipment. In Europe, in an environment of stiff competition, it<br />

won a contract to extend the Renault/Dacia assembly plant in<br />

AUTOMOTIVE/LOGISTICS<br />

€ millions 2005 (*) 2006 2007<br />

Order intake 195.6 299.5 339.5<br />

Order book at Dec. 31 79.7 130.5 190.4<br />

Sales 219.0 311.4 315.6<br />

Operating profit 10.4 14.5 16.9<br />

Employees at Dec. 31 1,119 1,804 2,005<br />

(*) Excluding Cinetic Landis Grinding which had an order book of €67.5 million at December<br />

31, 2005 and 747 employees.<br />

www.fivesgroup.com<br />

53


Group activity<br />

Romania to 60 vehicles per hour and a contract for alterations<br />

to the conveyers at PSA Peugeot Citroën’s Mulhouse plant in<br />

France. Its know-how in industrial automation enabled it to<br />

enter new markets such as the order obtained from Vallourec<br />

and its licensed subcontractors (Sumitomo in Japan) for the supply<br />

of robotized islands for hot coating of tube ends and sleeves.<br />

In automated sorting systems, the Group consolidated its position<br />

by acquiring Sandvik’s Sorting Systems operations, thereby becoming<br />

the world leader in sorting centers for postal and courier<br />

companies.At the operating level, priority was given to integrating<br />

the new entities within the Group so as to accelerate growth in<br />

markets they did not previously reach and to settle on a common<br />

approach to the other markets. In July, the Group’s long-standing<br />

French subsidiary and the newly acquired Italian subsidiary<br />

jointly made a successful bid for a substantial order from<br />

Coliposte for an automated sorting center at Melun in France.<br />

The Group won two other significant orders in the autumn, one<br />

from Michelin for two palletization robots for a plant in Poland<br />

and one from Purolator as part of a project to modernize sorting<br />

facilities at its Vancouver sorting center in Canada.<br />

Under these circumstances, the division posted an increase in<br />

order intake and in the closing order book compared with 2006.<br />

Operating profit also grew thanks to the cancellation of part of<br />

the health insurance provided to some of its American employees.<br />

It nonetheless continued to suffer from the low opening level of<br />

orders in 2007 – especially with respect to automated production<br />

systems – as well as by the depreciation of some work-in-<strong>progress</strong><br />

following the merger of the Group’s traditional grinding activities<br />

with the Landis operations acquired in 2006.<br />

<strong>Fives</strong> 2007 Annual report<br />

54<br />

Conditions in 2008 are expected to remain similar to those in<br />

2007.The Group will continue its efforts to lower the break-even<br />

point of its most vulnerable subsidiaries and extend its offer to<br />

the most promising markets.<br />

CEMENT<br />

Activity: the cement division’s offer ranges from supplying<br />

isolated equipment such as burners (marketed under the<br />

<strong>Fives</strong> Pillard brand), grinders and materials separators, to<br />

complete grinding shops and turnkey cement factories<br />

(under the <strong>Fives</strong> FCB brand).<br />

Despite the crisis in the American real estate market during the<br />

summer, which had a negative impact on building activity,<br />

trends in the global cement industry remain robust thanks to<br />

still growing demand in emerging countries. The latest estimates<br />

put investment in cement production in 2007 (excluding China)<br />

at between 125 million and 150 million tonnes of additional<br />

capacity. This is in line with the record level achieved in 2006 of<br />

140 million tonnes, i.e. doubling the high point (70 million) of<br />

the previous upward cycle, which ended abruptly in 1997. In<br />

view of the significant number of projects identified to date, we<br />

expect 2008 to be similar to 2007 in terms of investment. Like<br />

Lafarge, which – in addition to the acquisition of the Egyptian<br />

company Orascom – has maintained its target of increasing<br />

production capacity by 45 million tonnes between now and<br />

2010, all the major cement groups have launched ambitious<br />

investment programs.<br />

In this environment and thanks to the major projects completed<br />

in recent years, <strong>Fives</strong> FCB won an order from the joint venture


etween the world leader Lafarge and the leading Greek cement<br />

company Titan for a turnkey cement plant with a capacity of<br />

4,000 tonnes per day – including a 170 tonnes per hour grinding<br />

shop – at Beni Suef in Egypt. 2007 also featured a strong increase<br />

in orders for proprietary equipment, notably Horomill® grinding<br />

mills, for installations in China, India, Spain and Mexico and TSV TM<br />

separators for Cemex. The Group also recorded numerous orders<br />

for combustion systems, particularly in the Chinese market, with<br />

a significant flow of business from the energy sector where this<br />

technology has found new applications, notably in the context<br />

of the upgrading of EDF’s power plants in France and the requirement<br />

to meet new standards applicable to the sector as from<br />

January 1, 2008.<br />

Despite these commercial successes, order intake was slightly<br />

down from the record level achieved in 2006, which featured the<br />

largest order ever taken by the Group, for a 5,000 tonnes per day<br />

clinker line in Qatar.<br />

At the operational level, 2007 featured the simultaneous completion<br />

of three cement plants: two for QNCC in Qatar (the first<br />

was commissioned last year) and one for Thai Nguyen in<br />

Vietnam. The sustained activity generated by executing these<br />

contracts and the smooth unwinding of warranty periods on past<br />

contracts resulted in strong growth in operating profit compared<br />

with 2006. A record opening order book and robust sales activity<br />

in early 2008, with the bringing into force of a contract for a<br />

3,500 tonnes per day cement plant equipped with three<br />

Horomill® 3,800 grinding mills for Holcim in Mexico, provide<br />

excellent visibility for the year and point to further growth in<br />

operating profit in 2008.<br />

CEMENT<br />

€ millions 2005 2006 2007<br />

Order intake 128.4 268.1 230.4<br />

Order book at Dec. 31 172.3 283.0 313.9<br />

Sales 188.9 157.3 196.2<br />

Operating profit 6.4 11.2 15.3<br />

Employees at Dec. 31 442 454 476<br />

www.fivesgroup.com<br />

55


ENERGY<br />

Group activity<br />

€ millions 2005 2006 2007<br />

Order intake 195.8 213.7 289.9<br />

Order book at Dec. 31 114.0 150.1 226.6<br />

Sales 146.1 177.7 226.7<br />

Operating profit 4.9 10.2 18.1<br />

Employees at Dec. 31 1,026 1,061 1,176<br />

<strong>Fives</strong> 2007 Annual report<br />

56<br />

ENERGY<br />

Activity: the energy division designs and manufactures<br />

a variety of industrial equipment for all types of energy<br />

production (nuclear, fossil fuel or renewable), marketed under<br />

the <strong>Fives</strong> Nordon, <strong>Fives</strong> Cryogenie and <strong>Fives</strong> Cail brands.<br />

Bolstered by a dynamic market driven by steadily growing<br />

energy consumption in emerging countries, a structural increase<br />

in oil prices and renewed investment in industrialized countries<br />

in the construction of new plants and the renovation of existing<br />

ones, the energy division’s order book rose to a record level in<br />

2007 after an already exceptional year in 2006. The outlook<br />

beyond 2007 looks promising. In France, EDF is to begin the third<br />

phase of the 10-year inspections of its power plants, while more<br />

than 220 projects to build nuclear reactors have been identified<br />

internationally.<br />

<strong>Fives</strong> Nordon obtained two major orders in France in high pressure<br />

piping, the first from Alstom for the new nuclear reactor (EPR) at<br />

Flamanville, and the second from Areva and ETC, the joint venture<br />

between Areva and Urenco, for the Georges Besse II uranium<br />

enrichment facility whose centrifugal process will use thirty times<br />

less electricity than the gaseous diffusion method currently used<br />

at the plant. This investment will consolidate Areva’s leadership<br />

in the enrichment market, where it already has 25% of available<br />

world capacity. Internationally, <strong>Fives</strong> obtained another order from<br />

the Chinese company, CNPEC, for RCC-M carbon steel pipes for the<br />

Dalian and Fujian nuclear plants. A framework agreement was<br />

reached with Areva’s T&D division for the supply of compensators<br />

and spiral seam tubes over the next three years.


In cryogenic equipment, the Group continued to benefit from the<br />

constant rise of oil prices, increasing the use of natural gas. <strong>Fives</strong><br />

won an order from Hamworthy for eleven cold boxes installed in<br />

gas tankers, bringing to thirty the number of equipment orders<br />

taken from this customer in the past three years. <strong>Fives</strong> Cryo has<br />

decided to set up a manufacturing plant in China for standard<br />

exchangers in order to respond to the needs of Air Liquide, which<br />

during the summer announced an investment program of<br />

€10 billion for the 2007-2011 period, aimed at accelerating<br />

growth and doubling size over the next five years. <strong>Fives</strong> Cryo has<br />

also launched a plan designed to optimize production capacity,<br />

targetting an additional 30% in France rapidly and at reduced cost.<br />

In sugar, <strong>Fives</strong> Cail posted a level of order intake similar to that<br />

of 2006 despite a significant drop in world sugar prices linked to<br />

significant growth in production, which covered the production<br />

shortfall of the past two years. Investment projects remained<br />

numerous, particularly in Russia, India and Brazil. Brazil has particularly<br />

strong potential given its commitment to developing<br />

bio-fuels. Louis Dreyfus is planning to double its processing<br />

capacity and become the second-largest producer in Brazil;<br />

meanwhile Cosan, the national leader in ethanol and sugar has<br />

announced plans to invest USD1.7 billion in building new sugar<br />

plants over the next four years.<br />

At an operational level, final acceptance of the Bogazliyan sugar<br />

plant in Turkey and of several natural gas liquefaction units on<br />

gas tankers during the year, as well as satisfactory <strong>progress</strong> on<br />

the contracts to supply pipes for Lingao (China) and Maritza<br />

(Bulgaria), contributed to strong growth in sales and operating<br />

profit in 2007.The division began 2008 with a record order book,<br />

pointing to further growth in operating profit and profitability.<br />

www.fivesgroup.com<br />

57


Mastering technology and sustainable development<br />

Mastering leading-edge technology and developing specific<br />

know-how have for many years been considered a strategic priority<br />

for the Group’s development, providing an excellent means of<br />

standing out from the competition. By offering customers a<br />

wide range of proprietary innovative technologies, the Group has<br />

acquired a significant competitive edge in most of its areas of<br />

activity.<br />

The quality of the Group’s technology creates value for its customers<br />

by improving the performance of their products and the<br />

efficiency of their installations in terms of energy consumption<br />

and environmental impact:<br />

in primary aluminum, <strong>Fives</strong> Solios has developed a range of<br />

technologies for new-generation high-amperage electrolysis pots.<br />

Using the new Xelios vibrocompactor, combined with Rhodax®<br />

technology and the Amelios supervision system, operators can<br />

produce high-density anodes which help to improve the energy<br />

efficiency of their installations.As regards environmental protection,<br />

the new generation of Ozeos compact filters keeps discharges at very<br />

low levels, in spite of a 40% increase in the volumes of gas treated;<br />

in thermal equipment for the steel and glass industries, the<br />

Group has developed new furnaces and processing lines that<br />

significantly reduce energy consumption and CO 2 and NO x<br />

emissions. In the reheating field, the introduction of new-generation<br />

Digit@l Furnace® spread-flame burners has optimized<br />

temperature homogeneity while significantly reducing NO x<br />

levels and providing users with greater flexibility;<br />

in the cement industry, the Horomill® grinding mill, which has<br />

already made its name in the grinding of raw materials and clinker,<br />

has demonstrated its high performance in the grinding of blast<br />

<strong>Fives</strong> 2007 Annual report<br />

58<br />

furnace slag. Thanks to this versatility, the Horomill® has a key<br />

role to play in new cement production techniques with low carbon<br />

emissions;<br />

in the energy sector, <strong>Fives</strong> Nordon’s recognized competencies<br />

in the manufacture of pipes for the nuclear industry make it a<br />

leading partner for operators in that field, and <strong>Fives</strong> Cryo’s highperformance<br />

heat exchangers are the ideal solution for new<br />

applications for the separation and sequestering of CO 2 ;<br />

in logistics, <strong>Fives</strong> Cinetic’s acquisition of Sandvik’s high-speed<br />

sorting systems business means that <strong>Fives</strong> is able to offer the<br />

world’s best technologies for mail sorting and logistics applications.<br />

The Group has also decided to extend its technical offer with the<br />

development of “manufacturing intelligence” tools specifically for<br />

its equipment. These solutions, based on recent innovations in<br />

statistical algorithms, help operators optimize their installations’<br />

performances and operating stability over time.<br />

For its research programs, some of which receive partial public<br />

financing, <strong>Fives</strong> has dedicated teams in each business sector<br />

with their own resources, including laboratories, test centers and<br />

pilot installations, some of which were developed in collaboration<br />

with customers.<br />

The Innovation Group, which was set up in 2006 through the<br />

efforts of the Innovation Department, ensures the consistency of<br />

innovation projects and promotes technical synergies between<br />

the Group’s various fields of activity.<br />

<strong>Fives</strong>’ focus on innovation is backed by a policy for the protection<br />

of intellectual property codified in a White Paper. This policy is


orne out by an extensive portfolio of patents which provide the<br />

Group with a clear strategic advantage for successfully winning<br />

and carrying out contracts, but no single patent or trademark<br />

has a decisive impact on the Group’s business activities or financial<br />

results.<br />

In all, research and development expenditure amounted to<br />

€12.8 million in 2007, 8% more than in 2006. These expenses,<br />

recorded under “Research and development” in the overhead<br />

costs section of the profit and loss statement, are only the tip of the<br />

iceberg with regard to actual research and development expenses.<br />

Given the nature of the Group’s business fields, a significant portion<br />

of total development costs is incurred in seeking solutions for<br />

customers’ specific needs and is therefore included in contracts’<br />

cost of sales.<br />

In terms of sustainable development, the Group’s aim is to<br />

reconcile environmental friendliness, social equity and economic<br />

efficiency. The companies in the Group are pursuing this goal in<br />

their relationships with customers, staff and partners. The<br />

Group’s commitment takes several forms:<br />

by the very nature of its activity as a specialized engineering<br />

company, <strong>Fives</strong> has very little direct impact on the environment.<br />

It has few production sites and these are mainly assembly plants;<br />

by striving to develop solutions at optimal cost for its customers’<br />

production plants that respect worker safety and the environment,<br />

the Group responds to its customers’ desire to show their social<br />

commitment and, by ensuring the continuity of its business,<br />

contributes to its own sustainable development;<br />

through active career management and by developing skills<br />

through training in order to attract and keep staff, the Group is<br />

preparing for in-depth changes in the market in coming years<br />

resulting from the decline in the working population, the retirement<br />

of a large number of experienced employees and the difficulties<br />

of recruiting staff in certain technical and highly specialized areas;<br />

thanks to an organization balanced between decentralized<br />

decision-making that responds to customers’ needs and strict<br />

compliance with effective internal control procedures, the Group<br />

has forged a shared model that ensures the consistency of the<br />

policies implemented by the various divisions. By combining<br />

rigorous contract management, selective project acceptance<br />

and, more generally, a culture of responsibility and control, the<br />

Group has equipped itself well to face the challenge of development<br />

and to accelerate its profitable growth.<br />

www.fivesgroup.com<br />

59


Corporate governance<br />

THE EXECUTIVE BOARD<br />

The Executive Board manages the company under the supervision<br />

of the Supervisory Board.The number of Executive Board members<br />

is fixed by the Supervisory Board at a minimum of two and a<br />

maximum of five.<br />

The Executive Board currently has four members and is responsible<br />

for the company’s management. It has the broadest powers to<br />

act in all circumstances in the company’s name within the limits<br />

of its corporate purpose and the powers expressly attributed to<br />

the Supervisory Board and to General Meetings of shareholders.<br />

With regard to the Supervisory Board, the Executive Board:<br />

presents a quarterly report on the Group’s performance, together<br />

with a revised budget for the current year and, at each year end,<br />

an initial budget for the following year;<br />

within the three months following the financial year end, closes<br />

the annual company and consolidated financial statements and<br />

provides them to the Supervisory Board;<br />

provides the Supervisory Board with the Executive Board<br />

report that will be presented to the Annual Ordinary General<br />

Meeting;<br />

reports on specific issues that could be of major importance<br />

for the Group.<br />

The Executive Board meets as often as the company’s interests<br />

require. The Executive Board met on the following dates in 2007:<br />

March 29, June 19, July 12, September 27, November 15 and<br />

December 19.<br />

Executive Board members are appointed and remunerated as<br />

provided for by law. Their term of office can be terminated by<br />

the General Meeting of shareholders or directly by the<br />

Supervisory Board.The Executive Board is appointed for a term of<br />

six years. All Executive Board members shall cease their functions<br />

on the date of their 65 th birthday.<br />

<strong>Fives</strong> 2007 Annual report<br />

60<br />

Composition of the Executive Board<br />

Frédéric Sanchez<br />

48 years old, Chairman of the Executive Board.<br />

Appointed on October 3, 2002, until October 3, 2008.<br />

Main positions held:<br />

Various positions in companies affiliated to the <strong>Fives</strong> group.<br />

Member of the Supervisory Board of Latronche Madrangeas.<br />

Member of the Board of Directors of Compagnie des Gaz de<br />

Pétrole Primagaz.<br />

Martin Duverne<br />

51 years old, member of the Executive Board.<br />

Appointed on October 3, 2002, until October 3, 2008.<br />

Main positions held:<br />

Various positions in companies affiliated to the <strong>Fives</strong> group.<br />

Philippe Ramet<br />

59 years old, member of the Executive Board.<br />

Appointed on December 14, 2006, until October 3, 2008.<br />

Main positions held:<br />

Various positions in companies affiliated to the <strong>Fives</strong> group.<br />

Lucile Ribot<br />

41 years old, member of the Executive Board.<br />

Appointed on October 3, 2002, until October 3, 2008.<br />

Main positions held:<br />

Various positions in companies affiliated to the <strong>Fives</strong> group.


THE SUPERVISORY BOARD<br />

The Supervisory Board shall be composed of at least three and<br />

at most eighteen members, except in the case of a merger, in<br />

accordance with applicable law.<br />

Currently composed of seven members, the Supervisory Board<br />

exercises permanent control over the Executive Board’s management<br />

of the company. It meets at least four times a year to<br />

review the quarterly report presented to it by the Executive<br />

Board. It checks and controls the company and consolidated<br />

financial statements presented to it by the Executive Board<br />

within the three months following the financial year end.<br />

Throughout the year, it performs the checks and controls it<br />

considers appropriate and may request any documents it deems<br />

useful in the accomplishment of its role.<br />

The Supervisory Board met on the following dates in 2007:<br />

March 30, June 20, July 23, September 28 and December 20.<br />

The members of the Supervisory Board are appointed and removed<br />

from office in the conditions provided for by law. Each member<br />

of the Supervisory Board must own at least one share in the<br />

company. Supervisory Board members are appointed for a term<br />

of six years expiring at the end of the Ordinary General Meeting<br />

of Shareholders called to approve the financial statements for<br />

the year ended and held in the year in which the term of office<br />

expires. The General Meeting shall determine the remuneration,<br />

if any, paid to Supervisory Board members. The number of<br />

Supervisory Board members aged 70 or over may not exceed<br />

one third of the number of Board members.<br />

Composition of the Supervisory Board<br />

Jacques Lefèvre<br />

70 years old, Chairman of the Supervisory Board.<br />

Appointed on September 14, 2001, his term of office was renewed<br />

by the Supervisory Board on March 30, 2007 and will expire at<br />

the end of the General Meeting called to approve the 2012<br />

financial statements.<br />

Main positions held:<br />

Member of the Boards of Directors of Lafarge and affiliated<br />

companies, of Cementos de Portugal and of Société Nationale<br />

d’Investissement.<br />

Guillaume Jacqueau<br />

41 years old, Vice-Chairman of the Supervisory Board.<br />

Appointed on August 18, 2004, his term of office will expire at<br />

the end of the General Meeting called to approve the 2008<br />

financial statements.<br />

Main positions held:<br />

Managing Director of Barclays Private Equity France SAS.<br />

Various positions in companies affiliated to Barclays Private<br />

Equity France SAS.<br />

James Arnell<br />

38 years old, member of the Supervisory Board.<br />

Appointed on July 27, 2006, his term of office will expire at the<br />

end of the General Meeting called to approve the 2011 financial<br />

statements.<br />

Main positions held:<br />

Member of the Board of Directors of Charterhouse Capital Partners<br />

Limited.<br />

Various positions in companies affiliated to Charterhouse Capital<br />

Partners Limited.<br />

www.fivesgroup.com<br />

61


Corporate governance<br />

Stéphane Etroy<br />

36 years old, member of the Supervisory Board.<br />

Appointed on July 27, 2006, his term of office will expire at the<br />

end of the General Meeting called to approve the 2011 financial<br />

statements.<br />

Main positions held:<br />

Member of the Board of Directors of Charterhouse Capital Partners<br />

Limited.<br />

Various positions in companies affiliated to Charterhouse Capital<br />

Partners Limited.<br />

Fabrice Georget<br />

35 years old, member of the Supervisory Board.<br />

Appointed on July 27, 2006, his term of office will expire at the<br />

end of the General Meeting called to approve the 2011 financial<br />

statements.<br />

Main positions held:<br />

Chairman of Charterhouse Services France SAS.<br />

Various positions in companies affiliated to Charterhouse<br />

Capital Partners Limited.<br />

Arnaud Leenhardt<br />

79 years old, member of the Supervisory Board.<br />

Appointed on August 18, 2004, his term of office was renewed<br />

by the General Meeting held on June 3, 2005, and will expire at<br />

the end of the General Meeting called to approve the 2010<br />

financial statements.<br />

Main positions held:<br />

Honorary Chairman of Vallourec and of UIMM.<br />

Member of the Board of Directors of Aon France and Fenie-Brossette.<br />

Member of the Supervisory Board of Oddo et Cie.<br />

Vincent Pautet<br />

33 years old, member of the Supervisory Board.<br />

Appointed on July 27, 2006, his term of office will expire at the<br />

end of the General Meeting called to approve the 2011 financial<br />

statements.<br />

Main positions held:<br />

Various positions in companies affiliated to Charterhouse Capital<br />

Partners Limited.<br />

<strong>Fives</strong> 2007 Annual report<br />

62<br />

<strong>Fives</strong>’ governing bodies are assisted in their decision making<br />

by various committees, as follows:<br />

THE EXECUTIVE COMMITTEE<br />

To assist with its decisions, the Executive Board has instituted an<br />

Executive committee made up of the members of the Executive<br />

Board and the Group’s main operating managers.<br />

As a body for reviewing and exchanging information, the<br />

Executive committee meets to examine specific issues and assist<br />

the Executive Board to reach decisions concerning matters falling<br />

within its powers. In particular, the Executive committee deliberates<br />

on matters of common interest and on questions of coordination<br />

between the Group’s various entities.<br />

The Executive committee meets at least six times a year.<br />

The committee met on the following dates in 2007: January 29,<br />

February 21, March 15, April 2, May 4, June 15, September 17<br />

and December 14 and examined the following main subjects:<br />

formation of consolidated results;<br />

career management, remuneration policy, satisfaction survey<br />

and manpower planning;<br />

development of the Group’s international sales force;<br />

research and development, industrial property;<br />

standardization and improvement of the Group’s design tools<br />

and procedures;<br />

Group procurement policy;<br />

Group communication strategy;<br />

internal control, review of the Directives and Recommendations<br />

Manual;<br />

introduction of a “social responsibility” approach.


Composition<br />

of the Executive committee<br />

Daniel Brunelli-Brondex, 47 years old.<br />

Main positions within the Group:<br />

CEO of <strong>Fives</strong> Stein and Chairman and CEO of <strong>Fives</strong> Celes.<br />

Jean-Marie Caroff, 46 years old.<br />

Head of the International Development Department.<br />

Alain Cordonnier, 47 years old.<br />

Main position within the Group:<br />

CEO of <strong>Fives</strong> FCB.<br />

Michel Dancette, 54 years old.<br />

Main position within the Group:<br />

Chairman and CEO of <strong>Fives</strong> Cail.<br />

Jean Ledoux, 61 years old.<br />

Main positions within the Group:<br />

CEO of F.L. Metal and Chairman of the Boards of Directors of<br />

<strong>Fives</strong> DMS and <strong>Fives</strong> Industries.<br />

Jean-Claude Pillard, 62 years old.<br />

Main position within the Group:<br />

Chairman and CEO of <strong>Fives</strong> Pillard.<br />

James Roget, 59 years old.<br />

Main position within the Group:<br />

CEO of <strong>Fives</strong> Nordon.<br />

Jean-Claude Salas, 57 years old.<br />

Main positions within the Group:<br />

CEO of Solios Environnement and Chairman and CEO of Solios<br />

Carbone.<br />

Jean-Paul Sauteraud, 56 years old.<br />

Head of the Group Legal Department.<br />

Michelle XY Shan, 42 years old.<br />

Vice President Business Development China.<br />

Main positions within the Group:<br />

Chairman of the Boards of Directors of <strong>Fives</strong>-Lille Machinery<br />

International Trading (Shanghai) Co. Ltd, and of Stein (Shanghai)<br />

Industrial Furnace Co. Ltd.<br />

Jean-Camille Uring, 57 years old.<br />

Main position within the Group:<br />

Deputy CEO of <strong>Fives</strong> Cinetic.<br />

Paule Viallon, 42 years old.<br />

Head of the Group Human Resources Department.<br />

THE ACCOUNTS COMMITTEE<br />

The role of the Accounts committee is to provide information to<br />

the Supervisory Board. It is composed of the following<br />

Supervisory Board members:<br />

Jacques Lefèvre, Chairman.<br />

James Arnell, member.<br />

Fabrice Georget, member.<br />

The Chairman of the Executive Board, the Chief Financial Officer,<br />

the Director of Accounting for the Group and/or the Financial<br />

Control Director and the company’s Statutory Auditors also<br />

attend Accounts committee meetings.<br />

Its role is primarily to:<br />

examine and assess the financial documents issued by <strong>Fives</strong> in<br />

connection with the preparation of the annual and interim company<br />

and consolidated financial statements;<br />

advise the Supervisory Board on any changes in accounting<br />

principles and policies applied;<br />

examine the manner in which internal and external controls<br />

are performed in respect of the company’s consolidated financial<br />

statements.<br />

The Accounts committee meets at least twice a year. In 2007, it<br />

met on March 29 and on September 27.<br />

www.fivesgroup.com<br />

63


Corporate governance<br />

THE APPOINTMENTS AND<br />

REMUNERATION COMMITTEE<br />

The Appointments and Remuneration committee is responsible<br />

for making proposals to the Supervisory Board concerning<br />

appointments to the Executive Board and the renewal of<br />

Executive Board members’ terms of office together with the<br />

amount of their remuneration.<br />

It is composed of the following Supervisory Board members:<br />

James Arnell, Chairman of the Appointments and Remuneration<br />

committee;<br />

Jacques Lefèvre, member of the Appointments and Remuneration<br />

committee.<br />

INTERNAL CONTROL<br />

The internal control procedures applied within the Group are<br />

intended:<br />

to ensure that management actions and the conduct of transactions,<br />

as well as the behavior of personnel, are fully consistent<br />

with the applicable laws and regulations, the guidelines issued<br />

by the Group’s governing bodies and its values, standards and<br />

internal rules, and<br />

to ensure that the accounting, financial and management<br />

information provided to the Group’s governing bodies gives an<br />

accurate picture of the Group’s activities and position.<br />

<strong>Fives</strong> 2007 Annual report<br />

64<br />

With a view to preventing and managing risk arising from the<br />

Group’s activities and the conduct of its staff, the Group’s structure<br />

is based on:<br />

the quality, personal involvement and accountability of management<br />

teams at each Group company;<br />

coordination by business division;<br />

the implementation, as part of concerted action by all Group<br />

companies, of the “Directives and Recommendations Manual”.<br />

This manual is a major risk management tool and provides the<br />

basis for the internal limitations set by the Boards of Directors<br />

of Group companies on the powers of their Chief Executive<br />

Officers and Deputy Chief Executive Officers.<br />

In particular, every material binding offer is subjected to an in-depth<br />

review intended to avoid exposure to risks that could have a<br />

significant effect on the financial outcome of the proposed<br />

contract or an adverse impact on the business or reputation of<br />

the company in a given business sector or geographic region.<br />

Similarly, each material contract in <strong>progress</strong> is reviewed in detail<br />

at least once a quarter by the main managers of each Group<br />

company so as to make a detailed assessment of contract <strong>progress</strong>,<br />

review the technical, financial and contractual issues involved,<br />

and make any relevant decisions.<br />

With regard to the preparation and processing of accounting and<br />

financial information, internal control is based on:<br />

implementing professional accounting and financial procedures<br />

throughout the <strong>Fives</strong> Group by building on the experience of its staff;<br />

uniform guidelines, accounting methods and consolidation rules;<br />

a common integrated consolidation and management application,<br />

thus ensuring the consistency of accounting data and<br />

management information.


EXTERNAL CONTROL<br />

The Company’s Independent Auditors are:<br />

Ernst & Young Audit, represented by Marc Stoessel.<br />

Statutory Auditor, whose term of office was renewed on June 16, 2006.<br />

Deloitte & Associés, represented by Pascal Colin.<br />

Statutory Auditor, whose term of office was renewed on June 16, 2006.<br />

Auditex.<br />

Substitute Statutory Auditor, appointed on June 16, 2006.<br />

Beas.<br />

Substitute Statutory Auditor, whose term of office was renewed<br />

on June 16, 2006.<br />

In the context of their assignment, the Statutory Auditors carry<br />

out a limited review of the consolidated interim financial statements<br />

and a detailed audit of the annual company and consolidated<br />

financial statements. The company and consolidated financial<br />

statements have, to date, been approved without qualifications.<br />

www.fivesgroup.com<br />

65


FINANCIAL INFORMATION<br />

Share capital<br />

At December 31, 2007, <strong>Fives</strong> had share capital of €24,041,732,<br />

composed of 2,185,612 fully paid-up shares with a par value of<br />

€11 each.<br />

The shares are registered shares.<br />

There are no other securities giving access to the capital.<br />

Changes in the share capital<br />

The share capital, unchanged since December 30, 2005, amounted<br />

to €17,733,128 at January 1, 2007 and was made up of 2,216,641<br />

shares with a par value of €8 each.<br />

As part of the merger-absorption of Financière F.L. by <strong>Fives</strong> on<br />

December 20, 2007, the share capital of <strong>Fives</strong> changed as follows:<br />

capital increase of €17,303,464 by the issue of 2,162,933 new<br />

shares,<br />

capital reduction of €17,551,696 by the cancellation of<br />

2,193,962 shares contributed by Financière F.L.<br />

During the same General Meeting of shareholders held on<br />

December 20, 2007, the share capital was increased by<br />

€6,556,836 by the incorporation of reserves and by an increase<br />

in the par value per share from €8 to €11.<br />

<strong>Fives</strong> 2007 Annual report<br />

66<br />

Financial and legal information<br />

Share ownership<br />

<strong>Fives</strong>’ main shareholder at December 31, 2007 was FL Investco,<br />

which held 98.07% of the share capital.<br />

Stock options<br />

The company had not set in place any stock option plan at<br />

December 31, 2007.<br />

Within the merger-absorption of Financière F.L., however, <strong>Fives</strong><br />

took over the stock option plan set up by Financière F.L. in 2005.<br />

Given the share exchange rate applicable on conclusion of the<br />

merger, <strong>Fives</strong> received a contribution of 19,504 of its own shares<br />

to cover its commitments to beneficiaries of the stock option plan.<br />

Dividends / Distribution of reserves<br />

The Ordinary General Meeting of June 3, 2005, resolved to distribute<br />

a total dividend of €20,013,740.78 to shareholders, corresponding<br />

to €9.11 per share.<br />

The Ordinary and Extraordinary General Meeting of June 16, 2006,<br />

resolved to distribute a total dividend of €2,659,969.20 to shareholders,<br />

corresponding to €1.20 per share.<br />

No dividends were paid in 2007.


LEGAL INFORMATION<br />

Company name and registered office<br />

<strong>Fives</strong> – 27-29 rue de Provence, 75009 Paris – France<br />

Legal form<br />

A French limited company (Société anonyme) with an Executive<br />

Board and Supervisory Board since September 13, 2001.<br />

Term<br />

The term of the company is set at January 1, 2039, unless the<br />

company is wound-up early or the term is extended.<br />

Trade and companies registry<br />

542 023 841 RCS Paris<br />

Financial year<br />

January 1 to December 31.<br />

Purpose (summary of Article 3 of the Memorandum and<br />

Articles of Association)<br />

The Company’s object is, directly or indirectly, in France and<br />

abroad, all engineering activities in the areas of the mechanical<br />

and electrical industries and in particular in the areas linked to<br />

the production and use of energy, the liquefaction of gas, the<br />

production of aluminium, cement, glass, steel and sugar, the<br />

automobile industry and logistics and, in this context, all activities<br />

relating to design, development of and completion of projects of<br />

all kinds in the form of the providing of services, design offices<br />

and engineering advice as well as the design, development, and<br />

acquisition of all property rights, processes and all industrial<br />

manufacturing resources, entering into all licensing agreements<br />

or any agreements relating to these assets.<br />

Distribution of profits (summary of Article 23 of the<br />

Articles of Association)<br />

The General Meeting of shareholders shall have the power to<br />

grant each shareholder the option of receiving all or part of the<br />

dividend in cash or in shares in accordance with the applicable<br />

statutory and regulatory provisions.<br />

Dividends or interim dividends shall be paid under the conditions<br />

provided for by law.<br />

Conditions for the holding of General<br />

Meetings (summary of Articles 18, 19 and 21<br />

of the Memorandum and Articles of Association)<br />

General Meetings shall be convened under the conditions laid<br />

down by law and chaired by the Chairman of the Supervisory Board<br />

or, if unavailable, by whichever member has been designated by<br />

the Board.<br />

The agenda shall be prepared as provided for by law.<br />

General Meetings shall deliberate and decide in the conditions of<br />

quorum and majority provided for by law.<br />

Voting rights shall be exercised by usufructuaries at Ordinary<br />

General Meetings and by bare owners at Extraordinary General<br />

Meetings.<br />

Shareholders may appoint proxies under the conditions provided<br />

for by law.<br />

Decisions taken by General Meetings in accordance with the<br />

Memorandum and Articles of Association shall be binding on all<br />

shareholders without exception. They shall be recorded in the<br />

minutes signed by the officers of the meeting and kept in a special<br />

register initialed and signed as provided for by law, held at the<br />

registered office.<br />

Legal documents<br />

All legal documents relating to the company and notably the<br />

Memorandum and Articles of Association, minutes of General<br />

Meetings and Statutory Auditors’ reports may be consulted by<br />

the shareholders at the company’s registered office.<br />

www.fivesgroup.com<br />

67


<strong>Fives</strong> 2007 Annual report<br />

68


2007 consolidated financial statements<br />

70 Consolidated balance sheet<br />

72 Consolidated profit and loss statement<br />

73 Consolidated cash flow statement<br />

74 Notes to the consolidated financial statements<br />

106 Auditors’ report on the consolidated<br />

financial statements<br />

www.fivesgroup.com<br />

69


2007 consolidated financial statements<br />

Consolidated balance sheet<br />

Assets<br />

In thousands of euros Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

FIXED ASSETS<br />

Intangible assets (note 3.1) 1,449 1,748 5,124<br />

Goodwill on consolidation (note 3.2) 81,500 73,026 64,368<br />

Property, plant and equipment (note 3.3) 64,963 61,793 79,821<br />

Investments (note 3.4) 9,522 9,773 10,070<br />

CURRENT ASSETS<br />

157,434 146,340 159,383<br />

Inventories and work in <strong>progress</strong> (note 3.5) 81,369 82,913 102,497<br />

Trade receivables (note 3.6) 293,277 280,887 343,200<br />

Other receivables (note 3.7) 45,698 45,978 45,840<br />

Marketable securities (note 3.8) 134,735 156,217 176,366<br />

Cash and cash equivalents (note 3.8) 55,969 77,775 78,803<br />

Prepayments (note 3.14) 4,436 4,133 4,428<br />

615,484 647,903 751,134<br />

TOTAL 772,918 794,243 910,517<br />

<strong>Fives</strong> 2007 Annual report<br />

70


Liabilities and shareholders’ equity<br />

In thousands of euros Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

SHAREHOLDERS’ EQUITY (NOTE 3.9)<br />

Share capital 17,733 17,733 24,042<br />

Share premium 1,001<br />

Reserves 96,378 109,294 102,441<br />

Net profit 20,065 22,911 31,629<br />

134,176 149,938 159,113<br />

MINORITY INTERESTS (NOTE 3.9) 5,687 4,882 2,704<br />

NEGATIVE GOODWILL (NOTE 3.2) 2,181 2,025 2,338<br />

CONTINGENCY AND COST PROVISIONS (NOTE 3.10) 123,982 120,659 129,035<br />

LIABILITIES<br />

Borrowings and other debts (note 3.11) 90,330 93,284 77,962<br />

Trade payables 210,623 212,282 280,178<br />

Advances against contracts in <strong>progress</strong> (note 3.12) 104,408 119,795 153,727<br />

Other payables (note 3.13) 99,487 90,412 104,372<br />

Unearned income (note 3.14) 2,044 966 1,088<br />

506,892 516,739 617,327<br />

TOTAL 772,918 794,243 910,517<br />

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71


2007 consolidated financial statements<br />

Consolidated profit and loss statement<br />

In thousands of euros 2005 2006 2007<br />

SALES (NOTE 3.15) 914,256 1,024,921 1,137,270<br />

Cost of sales (743,053) (816,696) (909,641)<br />

GROSS PROFIT 171,203 208,225 227,629<br />

Selling costs (40,279) (52,493) (53,652)<br />

Administrative costs (77,386) (84,109) (91,275)<br />

Research and development costs (7,978) (11,840) (12,808)<br />

TOTAL OVERHEAD COSTS (125,643) (148,442) (157,735)<br />

Other operating items 2,877 (1,606) 1,006<br />

Employee profit sharing and bonus schemes (5,312) (5,078) (6,515)<br />

OPERATING PROFIT (*)<br />

43,125 53,099 64,385<br />

Net financial income/(loss) (note 3.16) 2,857 (529) 1,498<br />

PROFIT BEFORE EXCEPTIONAL ITEMS AND TAXATION 45,982 52,570 65,883<br />

Net exceptional income/(loss) (note 3.17) (3,666) (5,874) 738<br />

Corporation tax (note 3.18)<br />

NET PROFIT OF CONSOLIDATED COMPANIES<br />

(10,431) (17,226) (24,590)<br />

BEFORE AMORTIZATION OF GOODWILL 31,885 29,470 42,031<br />

Group’s share in the net loss of companies in the process of being sold (3,795)<br />

Amortization of goodwill on consolidation (6,520) (5,042) (9,126)<br />

NET PROFIT 21,570 24,428 32,905<br />

Minority interests 1,505 1,517 1,276<br />

Net profit, Group share 20,065 22,911 31,629<br />

EARNINGS PER SHARE (IN EUROS) (NOTE 3.20) 9.13 10.34 14.27<br />

(*) Consolidated operating profit includes the impact linked to the revaluation of assets, in application of the accounting principles relating to assets, on allocation of the acquisition<br />

price of the Cinetic Landis and Cinetic Sorting sub-groups respectively consolidated for the first time at the end of 2005 and in mid-2007. In respect of Cinetic Landis these adjustments<br />

consisted of neutralizing the reversal of unrealized margins recognized in inventories in the opening balance sheets and the additional depreciation recorded as the result of the<br />

revaluation of property, plant and equipment and amounted to a charge of €3,511 thousand in 2006. In respect of Cinetic Sorting, these adjustments resulted in an additional<br />

charge of €374 thousand in 2007. Restated for the impact of these adjustments, operating profit came to €56,610 thousand in 2006 and €64,759 thousand in 2007.<br />

<strong>Fives</strong> 2007 Annual report<br />

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Consolidated cash flow statement<br />

In thousands of euros 2005 2006 2007<br />

OPENING NET CASH POSITION 187,835 190,015 233,758<br />

OPERATING ACTIVITIES<br />

Net profit 21,570 24,428 32,905<br />

Elimination of non-cash items:<br />

amortization and depreciation 14,698 14,248 19,531<br />

change in provision for retirement obligations and service awards (1,273) 1,120 (1,581)<br />

net gains on disposal of fixed assets (232) (1,146) (1,130)<br />

other items (4,618) 211 2,132<br />

Changes in cash movements on operating activities 13,907 19,053 42,819<br />

CASH PROVIDED BY OPERATING ACTIVITIES 44,052 57,914 94,676<br />

INVESTING ACTIVITIES<br />

Purchases of fixed assets (7,489) (9,391) (14,697)<br />

Disposals of fixed assets 1,475 2,998 2,453<br />

Net decrease (increase) in finance receivables (3,269) 32 (2,598)<br />

Investments in companies (54,970) (9,404) (36,032)<br />

Proceeds from disposals of companies 345 (1,336) (4)<br />

CASH USED IN INVESTING ACTIVITIES (63,908) (17,101) (50,878)<br />

FINANCING ACTIVITIES<br />

Dividends paid (20,698) (4,845) (1,066)<br />

Net (decrease) increase in borrowings 41,096 10,514 (20,334)<br />

CASH FLOW PROVIDED BY (USED IN) FINANCING ACTIVITIES 20,398 5,669 (21,400)<br />

Currency translation differences 1,638 (2,739) (3,151)<br />

CLOSING NET CASH POSITION 190,015 233,758 253,005<br />

INCREASE IN NET CASH POSITION 2,180 43,743 19,247<br />

Comments on the principal components of the cash flow statement are provided in note 3.24.<br />

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73


1. ACCOUNTING POLICIES<br />

The consolidated financial statements are prepared in compliance<br />

with French Law 85-11 of January 3, 1985, the Implementing<br />

Decree of February 17, 1986 and CRC Regulation 99-02.<br />

1.1 Changes in accounting principles<br />

There were no changes in accounting principles in either 2006 or 2007.<br />

1.2 Consolidation methods<br />

Companies in which the <strong>Fives</strong> Group holds, directly or indirectly,<br />

a majority of the voting rights are fully consolidated.<br />

Companies in which <strong>Fives</strong> exercises joint control are consolidated<br />

using the proportional method.<br />

Investments in subsidiaries meeting the above criteria, but which<br />

are not material in relation to the consolidated financial statements,<br />

are not consolidated.<br />

Companies are consolidated on the basis of their annual accounts<br />

at December 31 adjusted where appropriate to comply with the<br />

Group’s accounting policies. Inter-company transactions are<br />

eliminated on consolidation.<br />

<strong>Fives</strong> 2007 Annual report<br />

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2007 consolidated financial statements<br />

Notes to the consolidated financial statements<br />

The General Meeting of Shareholders of June 20, 2007 decided to change the company’s name from “Compagnie de <strong>Fives</strong>-Lille”<br />

to “<strong>Fives</strong>” with effect from July 1, 2007.<br />

1.3 Translation of accounts<br />

of foreign subsidiaries<br />

Balance sheets of foreign subsidiaries are translated into euro at<br />

the exchange rates on the balance sheet date. Profit and loss statements<br />

are translated at the average exchange rates for the<br />

year. Translation differences are taken directly to reserves.<br />

1.4 Goodwill on acquisition<br />

Goodwill corresponds to the residual difference between the<br />

purchase cost of the shares, plus the amount net of tax of any<br />

acquisition expenses directly attributable to the transaction, and<br />

the share of the net assets acquired appraised at the fair value<br />

of the assets and liabilities acquired.<br />

The identifiable assets and liabilities are valued based on the<br />

situation of the company acquired on the date that the Group<br />

makes the acquisition. If subsequent information results, prior to<br />

the end of the first financial year following the first-time consolidation,<br />

in the revised appraisal of the values determined for<br />

inclusion in the consolidated balance sheet, these values are<br />

adjusted, resulting in an adjustment to the goodwill amount.<br />

Goodwill is amortized to the profit and loss statement on a<br />

straight-line basis over a period not exceeding 20 years, and<br />

generally over exactly 20 years. In the event that there is evidence<br />

of a loss in value, an impairment test is performed. If the current<br />

value of activities representing the goodwill is less than their net<br />

book value on consolidation, a depreciation expense is recognized<br />

for the difference.


1.5 Intangible assets<br />

Research costs are expensed in the period in which they are<br />

incurred. The Group also charges to expenses all development<br />

costs as well as patent production and filing costs.<br />

Business goodwill acquired that is recorded as an asset in the<br />

balance sheet is not amortized. At the balance sheet date, if the<br />

current value of business goodwill is less than the net book value,<br />

a depreciation expense is recognized for the difference.This impairment<br />

test is based on the actual and anticipated performance of<br />

the activities representing the business goodwill, to which an<br />

estimated market coefficient is applied.<br />

Software and IT license rights are amortized on a straight-line<br />

basis over their estimated useful lives.<br />

1.6 Property, plant and equipment<br />

Property, plant and equipment are valued at cost. A depreciation<br />

schedule is established for each depreciable asset based on the<br />

rate of consumption of the expected economic benefits according<br />

to its likely utilisation. In the case of buildings and certain large<br />

plants, when several material components of these assets provide<br />

the business with economic benefits accruing at different rates,<br />

each identified component is recognized individually and a<br />

depreciation schedule specific to each component is used. The<br />

straight-line method of depreciation is used in most cases.<br />

An analysis of buildings resulted in a distinction being made between<br />

the main structure of buildings (shell), depreciated over a period<br />

of 30 to 50 years depending on the type of building, and three<br />

of its components:<br />

facade, waterproofing and finishings depreciated over a period<br />

of 20 to 30 years;<br />

plant and equipment, depreciated over a period of 15 to 20 years;<br />

fixtures and fittings, depreciated over a period of 10 to 15 years.<br />

The main structure of large plant items is amortized over a<br />

period of 15 to 25 years depending on the type of machine.<br />

Other components as well as small plant items, equipment and<br />

tools are amortized over periods ranging from 5 to 15 years.<br />

When the amounts are material, assets exploited under finance<br />

leases are restated in the consolidated balance sheet by recording<br />

the item as a fixed asset and recognizing the corresponding<br />

borrowing as a liability in the balance sheet.<br />

1.7 Investments<br />

Shares in non-consolidated companies are stated at cost. If their<br />

economic value falls below the gross value, a depreciation expense<br />

is recognized for the difference. Economic value is determined<br />

notably by reference to the company’s prospects and the<br />

Group’s share in its net assets. Any depreciation is recorded first<br />

against the cost of the shares, then, if applicable, against related<br />

receivables, and a provision for contingencies is booked if required.<br />

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75


2007 consolidated financial statements<br />

1.8 Valuation methods and disclosure<br />

requirements specific to long-term<br />

contracts<br />

Long-term contracts are defined as those that demonstrate all<br />

the following characteristics:<br />

execution periods are generally long, covering at least two<br />

accounting periods;<br />

contracts are negotiated one by one as single projects;<br />

contracts are frequently very complex and/or involve a high<br />

degree of integration, generally necessitating specific designs;<br />

contractual revenues are linked to the achievement of guaranteed<br />

performance levels within contractually defined deadlines.<br />

The margin on completion of long-term contracts is estimated<br />

on the basis of analyses of costs and revenues on completion,<br />

which are updated periodically and consistently over the entire<br />

duration of the contracts.<br />

Sales and margins are recognized using the percentage-of-completion<br />

method as contracts are executed. The percentage of<br />

completion for each contract is calculated based on the ratio of<br />

actual costs incurred to estimated costs on completion.<br />

Work in <strong>progress</strong> on long-term contracts, valued at the direct<br />

production cost plus the margin recognized given the percentage<br />

of completion of the work, is recognized as an asset on the balance<br />

sheet in “Trade receivables”, net of any advances received that<br />

are less than the production cost plus the margin earned to date,<br />

this analysis being performed for each contract individually.<br />

On contracts in <strong>progress</strong> for which the advances received are<br />

greater than the production cost plus the margin earned to date,<br />

the surplus is recognized as a liability in the balance sheet in<br />

“Excess advances received against contracts in <strong>progress</strong>”.<br />

<strong>Fives</strong> 2007 Annual report<br />

76<br />

Probable losses on completion are recognized in full as soon as<br />

they become foreseeable. The fraction of loss on completion that<br />

exceeds the loss recognized given the percentage of completion<br />

of the work is recognized as a liability in the balance sheet in<br />

contingency provisions.<br />

The percentage of completion is said to reach 100% on receipt<br />

of provisional acceptance (or an equivalent event) for contracts<br />

corresponding to the execution of integrated systems with an<br />

overall performance commitment.Any additional expenses to be<br />

incurred in order to obtain full acceptance are accrued to a cost<br />

provision. Any expected warranty costs, however, are accrued to<br />

a contingency provision.<br />

1.9 Inventories and work in <strong>progress</strong><br />

(other than long-term contracts)<br />

Sales of goods such as free-standing equipment and machinery<br />

are deemed not to fall within the definition of long-term contracts.<br />

Sales and margins are recognized on delivery of the goods concerned.<br />

Inventories and work in <strong>progress</strong> (other than long-term contracts)<br />

are valued at acquisition cost, determined using the weighted<br />

average cost method, or production cost. Where appropriate, a<br />

provision is raised to reduce this cost to estimated net realizable<br />

value.<br />

1.10 Marketable securities<br />

Marketable securities are recorded in the balance sheet at acquisition<br />

cost plus accrued interest at the year end, less any depreciation<br />

where appropriate.


1.11 Translation of items denominated<br />

in foreign currency<br />

Amounts payable and receivable denominated in foreign currencies<br />

are translated at the exchange rate ruling on the balance sheet date,<br />

unless covered by a specific forward exchange contract.Translation<br />

differences are recognized in the profit and loss statement.<br />

1.12 Corporation tax<br />

Deferred tax is calculated in respect of timing differences between<br />

the tax and net book values of assets and liabilities reported in<br />

the consolidated balance sheet. Deferred tax at the balance<br />

sheet date is calculated under the liability method, i.e. at the<br />

estimated tax rate applicable for the coming year.<br />

No deferred tax asset is recorded unless recovery is reasonably<br />

assured.<br />

1.13 Retirement benefits<br />

In compliance with legal requirements and market practices, <strong>Fives</strong><br />

Group companies pay retirement indemnities and supplementary<br />

pension benefits to their employees.<br />

The commitments are provided for at the balance sheet date<br />

based on actuarial calculations after taking into account, where<br />

applicable, the market value of plan assets.<br />

Actuarial estimates are based on a number of long-term<br />

assumptions that are reviewed annually, e.g. rate of salary<br />

increases, expected return on plan assets, discount rate, etc.<br />

Actuarial differences relating to commitments or plan assets arising<br />

from changes in the actuarial assumptions used are amortized<br />

over the estimated remaining working life of employees at the<br />

period end for the portion exceeding 10% of the value of the<br />

commitment or of the fair value of the assets.<br />

1.14 Employee long-service awards<br />

The provision for bonuses paid in respect of long-service awards<br />

is calculated in accordance with IAS 19, taking into account all<br />

categories of such awards. The provision is calculated in respect<br />

of all employees present at the balance sheet date and is based<br />

on actuarial assumptions, reflecting in particular: length of service,<br />

life expectancy and staff turnover rate.The impact of changes in the<br />

actuarial assumptions is recognized in the profit and loss statement<br />

for the period.<br />

1.15 Earnings per share<br />

Basic earnings per share are calculated by dividing net profit for<br />

the year by the weighted average number of shares in issue.<br />

Treasury shares recorded under marketable securities are not restated<br />

for calculation of the weighted average number of shares.<br />

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77


2007 consolidated financial statements<br />

2. CONSOLIDATION SCOPE<br />

A list of companies included in the consolidation scope is provided<br />

in note 3.25.<br />

2.1 Changes in the consolidation<br />

scope in 2007<br />

First-time consolidation (acquisitions)<br />

Setaram Engineering SAS absorbed by Solios Carbone<br />

Acquired on December 31, 2006, Setaram Engineering SAS, a<br />

French company specializing in heating and regulation systems<br />

for anode baking furnaces was consolidated from January 1,<br />

2007 using the full consolidation method. It was absorbed by<br />

Solios Carbone on April 2, 2007, through the transfer of all its<br />

assets.<br />

Cinetic Sorting<br />

On June 29, 2007, <strong>Fives</strong> Cinetic purchased the Sandvik Sorting<br />

Systems from Swedish group Sandvik Aktiebolag at a cost of around<br />

€23 million, entirely financed with cash. Renamed Cinetic Sorting,<br />

this sub-group specializes in high-speed sorting systems and has<br />

a leading position among postal and courier companies in the parcel<br />

sorting segment. The sub-group is made up of three subsidiaries,<br />

respectively based in Italy, the United States and Japan and<br />

employed 265 people at December 31, 2007. Cinetic Sorting S.p.a.,<br />

Cinetic Sorting Corp. and Cinetic Sorting K.K., together with <strong>Fives</strong><br />

Cinetic S.r.l., <strong>Fives</strong> Cinetic group’s new holding company in Italy,<br />

are consolidated from July 1, 2007.<br />

<strong>Fives</strong> 2007 Annual report<br />

78<br />

For allocation of the acquisition price, technology and patents<br />

were valued at cost and the value of other assets, notably real<br />

estate, inventories and work in <strong>progress</strong>, deferred tax assets and<br />

provisions for retirement commitments, was reassessed. This<br />

resulted in the allocation of the entire acquisition cost without<br />

generating any residual goodwill.<br />

On a pro forma basis, Cinetic Sorting generated sales of €84.3<br />

million and operating profit of €4.5 million in 2007, excluding<br />

the impact of asset value readjustments. Only the activity in the<br />

second half is included in the consolidated figures. Cinetic Sorting<br />

therefore contributed €41.2 million to consolidated sales and<br />

€2.2 million to consolidated operating profit, excluding the<br />

impact of asset value adjustments (€1.8 million after asset value<br />

adjustments).<br />

First-time consolidation (new companies)<br />

Cinetic Service Slovakia s.r.o.<br />

Cinetic Service Slovakia s.r.o. was set up by Cinetic Service to<br />

develop its business in Slovakia.<br />

<strong>Fives</strong> Cail KCP Ltd<br />

<strong>Fives</strong> Cail KCP Ltd is a 40%-owned joint venture set up in<br />

Chennai in southern India to manufacture equipment for the<br />

sugar industry, mainly for the Indian market. Under the existing<br />

agreements between <strong>Fives</strong> Cail and KCP, <strong>Fives</strong> Cail KCP Ltd is<br />

consolidated using the proportional method.<br />

Cement Process Technologies Egypt<br />

Cement Process Technologies Egypt was formed by <strong>Fives</strong> FCB in<br />

2007 to carry out the local work on the contract from the<br />

Lafarge/Titan joint venture for a turnkey cement plant at Beni<br />

Suef in Egypt.


First-time consolidation (linked to merger by absorption)<br />

As part of streamlining Group structures, <strong>Fives</strong> absorbed its<br />

parent company, Financière F.L.The latter was therefore included<br />

in the consolidation scope on December 20, 2007, being the<br />

date on which the merger was approved by the two companies’<br />

respective General Meetings.<br />

Prior to the merger, Financière F.L.’s parent company, FL Investco,<br />

converted to equity the loan granted to Financière F.L.Therefore,<br />

the assets and liabilities contributed by Financière F.L. consist<br />

mainly of cash, an amount owing to <strong>Fives</strong>, and shares in <strong>Fives</strong><br />

which were cancelled by the same General Meeting. In addition,<br />

<strong>Fives</strong> has assumed Financière F.L.’s commitments in respect of<br />

its stock-option plan.<br />

Given the date of first consolidation, Financière F.L. had no impact<br />

on consolidated earnings, with the exception of a tax loss transferred<br />

to <strong>Fives</strong> due to the retroactive nature of the transaction,<br />

part of which was recorded as a deferred tax asset in the consolidated<br />

financial statements. Neither will the merger have any<br />

impact on the Group’s future earnings given the composition of<br />

the assets transferred.<br />

Increase in percentage owned<br />

On June 4, 2007, <strong>Fives</strong> Stein bought all the shares owned by<br />

MECC in their former joint venture Shanghai Stein Heurtey<br />

MECC Industry Furnace Co. Ltd, thereby raising its stake in the<br />

company from 51% at December 31, 2006 to 99.99% at<br />

December 31, 2007. The company has been renamed Stein<br />

(Shanghai) Industrial Furnace Co. Ltd.<br />

The contribution of newly consolidated companies to the main<br />

headings in the consolidated balance sheet as at December 31,<br />

2007 was as follows:<br />

CONTRIBUTIONS TO THE CONSOLIDATED BALANCE SHEET<br />

Of which<br />

In thousands of euros Dec. 31, 2007 Cinetic Sorting<br />

Goodwill on consolidation 2,339<br />

Intangible assets 3,209 2,844<br />

Property, plant and equipment 12,067 12,065<br />

Investments 775 768<br />

Inventories and work in <strong>progress</strong> 4,539 4,167<br />

Trade receivables 34,368 29,136<br />

Other receivables 4,870 3,011<br />

Marketable securities and cash 11,031 9,910<br />

Contingency and cost provisions 9,480 9,470<br />

Borrowings and other debts 1,990 1,880<br />

Trade payables 22,495 18,766<br />

Advances against contracts in <strong>progress</strong> 9,780 3,277<br />

Other payables 16,081 4,452<br />

The contribution of newly consolidated companies to the main<br />

headings in the consolidated profit and loss statement for the<br />

year ended December 31, 2007 was as follows:<br />

CONTRIBUTIONS TO THE CONSOLIDATED PROFIT<br />

AND LOSS STATEMENT<br />

In thousands of euros 2007<br />

Of which<br />

Cinetic Sorting<br />

Sales 60,131 41,204<br />

Operating profit 3,669 1,811<br />

Removal from the consolidation scope<br />

Cinetic Cleaning & Machining Corp., which had no trading activity<br />

in 2007, was wound up and removed from the consolidation scope.<br />

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79


2007 consolidated financial statements<br />

2.2 Changes in the consolidation<br />

scope in 2006<br />

First-time consolidation<br />

Cinetic DyAG Corp.;<br />

Cinetic Service UK Ltd;<br />

<strong>Fives</strong>-Lille do Brasil Ltda;<br />

Solios Services Southern Africa (PTY) Ltd.<br />

The four companies consolidated for the first time in 2006 are<br />

99.99% owned by the Group and had not previously been<br />

consolidated as their contribution to the Group’s results had not<br />

been considered material.<br />

Their contribution to the main headings in the consolidated<br />

balance sheet and profit and loss statement for the year ended<br />

December 31, 2006 was as follows:<br />

CONTRIBUTIONS TO THE CONSOLIDATED BALANCE SHEET<br />

In thousands of euros Dec. 31, 2006<br />

Property, plant and equipment 268<br />

Inventories and work in <strong>progress</strong> 495<br />

Trade receivables 2,744<br />

Other receivables 119<br />

Marketable securities and cash 1,677<br />

Contingency and cost provisions 57<br />

Trade payables 1,412<br />

Advances against contracts in <strong>progress</strong> 495<br />

Other payables 409<br />

<strong>Fives</strong> 2007 Annual report<br />

80<br />

CONTRIBUTIONS TO THE CONSOLIDATED PROFIT<br />

AND LOSS STATEMENT<br />

In thousands of euros 2006<br />

Sales 11,474<br />

Operating profit 439<br />

The Cinetic Landis sub-group, acquired on December 9, 2005,<br />

was consolidated at the end of 2005 on the basis of the opening<br />

balance sheet alone. It therefore had no impact on consolidated<br />

profit or loss before 2006. In 2006, it contributed €130,424 thousand<br />

to sales and €11,522 thousand to operating profit.<br />

Removal from the consolidation scope<br />

SCI Chariot d’Argent;<br />

BGE Holding.<br />

Following the sale of the land it owned at Lagny-sur-Marne<br />

(France), the property company SCI Chariot d’Argent went into<br />

liquidation on December 28, 2006. BGE Holding, a subsidiary<br />

with no trading activity, was wound up during the year with the<br />

aim of simplifying the structure of investments in Belgium.<br />

The contributions of these companies to the main headings in<br />

the consolidated balance sheet and profit and loss statement for<br />

the year ended December 31, 2005 were not material.


3. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

(In thousands of euros)<br />

3.1 Intangible assets<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Business goodwill 2,595 2,813 2,850<br />

Research and development 280<br />

Patents, licenses and trademarks 9,369 9,568 13,000<br />

Other intangible assets 2,007 2,105 2,654<br />

GROSS VALUE 13,971 14,486 18,784<br />

Business goodwill (2,528) (2,469) (2,469)<br />

Research and development (20)<br />

Patents, licenses and trademarks (8,204) (8,345) (9,021)<br />

Other intangible assets (1,790) (1,924) (2,150)<br />

ACCUMULATED AMORTIZATION AND DEPRECIATION (12,522) (12,738) (13,660)<br />

NET BOOK VALUE 1,449 1,748 5,124<br />

Intangible assets do not include expenses arising on research and development produced internally. The increase in intangible assets<br />

in 2007 is explained for €2.4 million by <strong>Fives</strong> Cinetic’s acquisition of all Cinetic Sorting’s business patents (see note 2.1) acquired<br />

with the shareholdings in the three companies and, to a lesser extent, by the value assigned to Setaram Engineering technology upon<br />

first-time consolidation.<br />

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2007 consolidated financial statements<br />

3.2 Goodwill on consolidation<br />

Amortization Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Positive goodwill period Net Net Gross Amortization Net<br />

<strong>Fives</strong> Cinetic 20 23,189 21,258 38,646 (19,324) 19,322<br />

Cinetic Landis 20 38,172 33,743 33,757 (3,420) 30,337<br />

Cinetic Filling 20 10,929 10,322 12,143 (6,129) 6,014<br />

Cinetic Automation Corp. 20 6,971 5,798 7,980 (3,192) 4,788<br />

<strong>Fives</strong> Fletcher Ltd 20 1,865 1,704 3,212 (1,669) 1,543<br />

Solios Carbone 6 2,807 (468) 2,339<br />

<strong>Fives</strong> Stein Belgium S.A. 10 309 156 1,535 (1,535) 0<br />

<strong>Fives</strong> Cryomec AG 10 65 45 201 (176) 25<br />

TOTAL 81,500 73,026 100,281 (35,913) 64,368<br />

First-time consolidation of Setaram Engineering resulted in recognition of positive goodwill amounting to €2,807 thousand. Setaram<br />

Engineering was absorbed by Solios Carbone in the first half of 2007.<br />

Impairment tests at December 31, 2007 resulted in recognition of additional amortization of goodwill on Cinetic Filling amounting<br />

to €3,700 thousand.<br />

Negative goodwill Amortization period Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Nordon 20 2,181 2,025 1,871<br />

Stein (Shanghai) Industrial Furnace Co. Ltd 5 467<br />

TOTAL 2,181 2,025 2,338<br />

<strong>Fives</strong> Stein’s buyout of minority interests in Stein (Shanghai) Industrial Furnace Co. Ltd resulted in recognition of negative goodwill<br />

amounting to €529 thousand, amortized through profit and loss over a period of five years.<br />

<strong>Fives</strong> 2007 Annual report<br />

82


3.3 Property, plant and equipment<br />

Changes in<br />

consolidation<br />

Dec. 31, 2005 Dec. 31, 2006 Acquisitions Disposals scope and other Dec. 31, 2007<br />

Land and land improvements 10,455 9,449 15 (404) 1,520 10,580<br />

Leasehold land 1,023 1,023 237 1,260<br />

Buildings 53,881 53,492 1,107 (1,265) 9,666 63,000<br />

Leasehold buildings 5,597 5,597 4,254 9,851<br />

Plant, equipment and tooling<br />

Leasehold plant, equipment<br />

55,841 58,284 3,608 (914) 8,803 69,781<br />

and tooling 668 668<br />

Other assets 28,737 28,372 2,722 (2,514) 1,766 30,346<br />

Assets under construction 1,495 704 5,901 (76) (1,621) 4,908<br />

Payments on account 171 547 389 (107) (722) 107<br />

GROSS VALUE 157,200 157,468 18,901 (5,280) 19,412 190,501<br />

Changes in<br />

Expense for consolidation<br />

Dec. 31, 2005 Dec. 31, 2006 the year Writebacks scope and other Dec. 31, 2007<br />

Land and land improvements (77) (89) (12) (101)<br />

Buildings (34,586) (35,750) (1,842) 99 (2,374) (39,867)<br />

Leasehold buildings (497) (750) (375) (1,125)<br />

Plant, equipment and tooling<br />

Leasehold plant, equipment<br />

(34,425) (36,664) (4,512) 727 (5,197) (45,646)<br />

and tooling (42) (42)<br />

Other assets (22,596) (22,366) (2,444) 2,406 (1,439) (23,843)<br />

Assets under construction (56) (56) (56)<br />

ACCUMULATED AMORTIZATION<br />

AND DEPRECIATION (92,237) (95,675) (9,227) 3,232 (9,010) (110,680)<br />

NET BOOK VALUE 64,963 61,793 79,821<br />

At December 31, 2007, the contribution to the net book value of property, plant and equipment of companies consolidated for the<br />

first time in 2007 totaled €12,067 thousand. At December 31, 2006, the contribution to the net book value of property, plant and<br />

equipment of companies consolidated for the first time in 2006 totaled €46 thousand.<br />

www.fivesgroup.com<br />

83


2007 consolidated financial statements<br />

3.4 Investments<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Investments in affiliates 17,400 16,224 8,190<br />

Related loans and advances and other investments 17,210 16,445 13,560<br />

GROSS VALUE 34,610 32,669 21,750<br />

Investments in affiliates (14,233) (12,801) (6,905)<br />

Related loans and advances and other investments (10,855) (10,095) (4,775)<br />

ACCUMULATED DEPRECIATION (25,088) (22,896) (11,680)<br />

NET BOOK VALUE 9,522 9,773 10,070<br />

“Investments in affiliates” are composed of:<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Net Net Gross Depreciation Net<br />

Procedair Benelux 1,790 369 725 (541) 184<br />

Nordon Cryogénie (Suzhou) Co. Ltd 300 300<br />

<strong>Fives</strong>-Lille China 169 169 239 239<br />

Pillard Tianjin 167 167 167 167<br />

Stein Heurtey Vostok 29 29<br />

Setaram Engineering* 2,250<br />

Cinetic DyAG Corp.** 212<br />

SCI Jura-Rhône*** 210<br />

Other 619 468 6,730 (6,364) 366<br />

TOTAL 3,167 3,423 8,190 (6,905) 1,285<br />

* Consolidated as from 2007.<br />

** Consolidated as from 2006.<br />

*** Wound up on October 27, 2006 by the transfer of all its assets to <strong>Fives</strong> Cinetic.<br />

Nordon Cryogénie (Suzhou) Co. Ltd and Stein Heurtey Vostok were created in 2007 by <strong>Fives</strong> Cryo and <strong>Fives</strong> Stein to develop their<br />

businesses in China and Russia.<br />

<strong>Fives</strong> 2007 Annual report<br />

84


Shareholders’ equity and profit of non-consolidated companies broke down as follows at December 31, 2007:<br />

Shareholders’ 2007 net<br />

At December 31, 2007 % held equity* profit<br />

Procédair Benelux (Belgium) 99.99 222 31<br />

Nordon Cryogénie (Suzhou) Co. Ltd (China) 100.00 300 N/A<br />

<strong>Fives</strong>-Lille China (China) 100.00 61 199<br />

Pillard Tianjin (China) 100.00 344 122<br />

Stein Heurtey Vostok (Russia) 100.00 29 N/A<br />

* 100% of shareholders’ equity at December 31, 2007 including profit for the year.<br />

“Related loans and advances and other investments” includes mainly receivables relating to non-consolidated equity interests, loans<br />

extended in connection with government home-ownership incentive schemes and marketable securities of which <strong>Fives</strong> is merely the<br />

bare owner.<br />

The decrease in the gross value of “Related loans and advances and other investments” and in accumulated depreciation in 2007 is<br />

essentially due to the removal from the scope of two subsidiaries with no trading activities.<br />

3.5 Inventories and work in <strong>progress</strong><br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Raw materials 34,735 33,061 36,195<br />

Work in <strong>progress</strong> on contracts accounted for by the completion method 51,207 50,879 58,661<br />

Semi-finished and finished goods 8,505 9,418 18,895<br />

GROSS VALUE 94,447 93,358 113,751<br />

Raw materials (8,312) (7,857) (7,359)<br />

Work in <strong>progress</strong> on contracts accounted for by the completion method (2,426) (1,021) (898)<br />

Semi-finished and finished goods (2,340) (1,567) (2,997)<br />

ACCUMULATED DEPRECIATION (13,078) (10,445) (11,254)<br />

NET BOOK VALUE 81,369 82,913 102,497<br />

At December 31, 2007, the net book value of inventories and work in <strong>progress</strong> for companies consolidated for the first time in 2007<br />

totaled €4,539 thousand. At December 31, 2006, the net book value of inventories and work in <strong>progress</strong> of companies consolidated<br />

for the first time in 2006 totaled €495 thousand.<br />

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85


2007 consolidated financial statements<br />

3.6 Trade receivables<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Work in <strong>progress</strong> to be invoiced 125,293 124,463 153,918<br />

Invoices outstanding for completed work 175,152 164,237 198,708<br />

GROSS VALUE 300,445 288,700 352,626<br />

Depreciation on invoices outstanding for completed work (7,168) (7,813) (9,426)<br />

NET BOOK VALUE 293,277 280,887 343,200<br />

At December 31, 2007, the net book value of trade receivables of companies consolidated for the first time in 2007 totaled €34,368<br />

thousand. At December 31, 2006, the net book value of trade receivables of companies consolidated for the first time in 2006 totaled<br />

€2,744 thousand.<br />

3.7 Other receivables<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Income taxes 4,316 4,551 2,977<br />

Deferred tax assets 20,106 21,481 20,842<br />

Sale of fixed assets 23<br />

VAT receivables 13,718 13,351 12,536<br />

Other 9,568 8,455 11,229<br />

GROSS VALUE 47,731 47,838 47,584<br />

VAT receivables (135) (37) (27)<br />

Other receivables (1,898) (1,823) (1,717)<br />

ACCUMULATED DEPRECIATION (2,033) (1,860) (1,744)<br />

NET BOOK VALUE 45,698 45,978 45,840<br />

At December 31, 2007, the net book value of other receivables of companies consolidated for the first time in 2007 totaled €4,870 thousand.<br />

At December 31, 2006, the net book value of other receivables of companies consolidated for the first time in 2006 totaled €119 thousand.<br />

<strong>Fives</strong> 2007 Annual report<br />

86


Income taxes<br />

Income tax receivables consisted mainly of excess amounts paid on account compared with the actual tax due for the year.<br />

Deferred tax assets<br />

Deferred tax assets correspond for the most part to timing difference relating in particular to provisions for retirement commitments<br />

(see. note 3.18).<br />

3.8 Marketable securities and cash<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Net book Market Net book Market Net book Market<br />

value value value<br />

Mutual funds and other listed securities 125,428 125,428 141,299 141,299 156,289 156,291<br />

Negotiable debt securities 9,309 14,920 19,736<br />

Treasury shares (see note 3.9.) 343<br />

Depreciation (2) (2) (2)<br />

MARKETABLE SECURITIES 134,735 156,217 176,366<br />

CASH AND CASH EQUIVALENTS 55,969 77,775 78,803<br />

TOTAL 190,704 233,992 255,169<br />

At December 31, 2007, marketable securities and cash of companies consolidated for the first time in 2007 totaled €11,031 thousand.<br />

At December 31, 2006, marketable securities and cash of companies consolidated for the first time in 2006 totaled €1,677 thousand.<br />

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87


2007 consolidated financial statements<br />

3.9 Change in shareholders’ equity and minority interests<br />

CHANGES IN GROUP SHAREHOLDERS’ EQUITY<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

At January 1 133,146 134,176 149,938<br />

Change in translation adjustment 2,395 (4,472) (4,394)<br />

Net profit 20,065 22,911 31,629<br />

Dividends paid (20,014) (2,660)<br />

Net contributions from the merger by absorption of Financière Alexandre III (2,329) (19)<br />

Net contributions from the merger by absorption of Financière F.L. (18,060)<br />

Retroactive application of new regulations concerning assets 913<br />

Other 2<br />

AT DECEMBER 31 134,176 149,938 159,113<br />

Share capital and merger by absorption of Financière F.L.<br />

At December 31, 2006, <strong>Fives</strong>’ share capital totaled €17,733,128 and consisted of 2,216,641 fully paid up shares with a par value of<br />

€8 each.<br />

The merger with Financière F.L. on December 20, 2007 resulted in <strong>Fives</strong> issuing 2,162,933 new shares as payment for the net assets<br />

transferred. The transfers included 2,193,962 of its own shares, which the General Meeting voted to cancel immediately after approval<br />

of the merger. Following the merger and capital reduction, <strong>Fives</strong> incorporated reserves by increasing the par value of its shares by €3<br />

each. Therefore, at December 31, 2007, <strong>Fives</strong>’ share capital totaled €24,041,732 and consisted of 2,185,612 fully paid up shares with<br />

a par value of €11 each. These shares are in registered form. There are no other securities conferring rights to subscribe to the<br />

Company’s shares.<br />

The contribution from the merger with Financière F.L. on December 20, 2007 net of merger expenses and the impact of the cancellation<br />

of the <strong>Fives</strong> shares transferred reduced shareholders’ equity by €18,060 thousand.<br />

Shareholders<br />

On December 31, 2006, 98.98% of <strong>Fives</strong> share capital was held by Financière F.L., which was owned by FL Investco.<br />

Following the merger of Financière F.L. with <strong>Fives</strong>, the main shareholder is now FL Investco with 98.07% of the capital as at December 31,<br />

2007. FL Investco is owned by the investment funds managed by Charterhouse General Partners (VIII) Limited.<br />

<strong>Fives</strong> 2007 Annual report<br />

88


Dividends<br />

<strong>Fives</strong> did not pay any dividends in 2007.<br />

The Ordinary and Extraordinary General Meeting held on June 16, 2006 agreed the distribution of a dividend of €2,660 thousand.<br />

The Ordinary General Meeting held on June 3, 2005 agreed the distribution of a dividend of €20,014 thousand.<br />

Takeover of Financière F.L.’s stock option plan<br />

As a result of the merger by absorption of Financière F.L., <strong>Fives</strong> has assumed the rights and obligations formerly incumbent on<br />

Financière F.L. in respect of the stock options allocated to Group employees on February 17, 2005 and not yet exercised at the date<br />

of the merger. <strong>Fives</strong> received by asset transfer 19,504 own shares with a total value of €343 thousand (see note 3.8) covering the<br />

obligations to the stock option plan’s 25 beneficiaries. The exercise period for these options begins at the end of a four-year lock-in<br />

period as from the allocation date.<br />

Changes in accounting principles relative to prior years<br />

First-time application of accounting standards concerning assets in 2005<br />

CRC Regulations No.2002-10 and No.2004-06 relating to the definition, appraisal and depreciation of assets were applied retroactively, i.e.<br />

the impact of the change was calculated as if the new rules had always been applied. The changes in the net book values of assets<br />

resulting from the application of these new rules were offset by increasing reserves by their amount net of tax, i.e. €913 thousand.<br />

CHANGES IN MINORITY INTERESTS<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

At January 1 4,657 5,687 4,882<br />

Change in translation adjustment 196 (134) (75)<br />

Share of net profit 1,505 1,517 1,276<br />

Dividends paid to minority interests (687) (2,185) (1,066)<br />

Retroactive application of new regulations concerning assets 2<br />

Changes in consolidation scope 14 (2,313)<br />

Other (3)<br />

AT DECEMBER 31 5,687 4,882 2,704<br />

The change in minority interests in 2007 reflects <strong>Fives</strong> Stein’s buyout of minority interests in Stein (Shanghai) Industrial Furnace Co. Ltd<br />

(see note 2.1).<br />

www.fivesgroup.com<br />

89


2007 consolidated financial statements<br />

3.10 Contingency and cost provisions<br />

CONTINGENCY PROVISIONS<br />

Changes in<br />

consolidation<br />

Dec. 31,2005 Dec. 31,2006 Increases Decreases scope and other Dec. 31,2007<br />

Guarantees 39,423 33,432 25,114 (23,037) 3,848 39,357<br />

Disputes 7,503 8,894 5,085 (2,027) 25 11,977<br />

Future losses on contracts 927 967 1,914 (1,420) 549 2,010<br />

Other contingency provisions 5,452 4,883 2,091 (2,908) 1,171 5,237<br />

COST PROVISIONS<br />

Completed contracts 22,675 22,790 21,823 (19,398) (370) 24,845<br />

Restructuring 2,234 3,899 470 (3,610) (3) 756<br />

Employee long-service awards 454 449 72 (54) (1) 466<br />

Retirement benefits 43,032 44,075 6,481 (8,071) 527 43,012<br />

Other cost provisions 1,975 1,139 989 (968) (2) 1,158<br />

Deferred tax liabilities 307 131 465 (322) (57) 217<br />

TOTAL 123,982 120,659 64,504 (61,815) 5,687 129,035<br />

At December 31, 2007, contingency and cost provisions of companies consolidated for the first time in 2007 totaled €9,480 thousand.<br />

At December 31, 2006, contingency and cost provisions of companies consolidated for the first time in 2006 totaled €57 thousand.<br />

Contingency provisions<br />

Provisions for guarantees cover the estimated future costs that may be incurred during the warranty period for orders, following<br />

provisional acceptance or an equivalent event.<br />

Known disputes that may involve companies of the <strong>Fives</strong> Group are reviewed at the time that the accounts are prepared and, following<br />

consultation with legal advisers, any provisions deemed necessary are set aside to cover such contingencies.<br />

Future losses on contracts in <strong>progress</strong> are recognized as soon as they can be foreseen by recording a provision as a liability in the<br />

balance sheet corresponding to the amount by which the loss on completion exceeds the loss recognized under the percentage of<br />

completion method of measuring work in <strong>progress</strong>.<br />

Other contingency provisions cover mainly technical and geopolitical risks.<br />

<strong>Fives</strong> 2007 Annual report<br />

90


Employee long-service awards<br />

The provision for bonuses paid in respect of long-service awards was calculated using a discount rate of 5.5% at December 31, 2007<br />

and 4.4% at December 31, 2006 and December 31, 2005.<br />

Retirement benefits<br />

The provision for retirement benefits and other benefits granted to employees relates to the following defined benefit plans operated<br />

within the Group:<br />

France: retirement indemnities;<br />

Italy: contractual departure indemnities (TFR);<br />

United Kingdom, Germany, Japan and France: supplementary retirement benefit plans - all these plans, with the exception of the<br />

Cinetic Landis Ltd and Cinetic Sorting K.K. plans, have been closed and the vested rights frozen at the date of closure;<br />

post-retirement healthcare for the American employees of Cinetic Landis Corp.<br />

Commitments are calculated on the basis of actuarial assumptions that are reviewed annually. The discount rates and expected<br />

returns on plan assets used as at December 31, 2006 and December 31, 2007 were as follows:<br />

At December 31, 2007 Euro zone United Kingdom United States Japan<br />

Discount rate 5.5% 5.9% 5.75% 1.3% – 2.0%<br />

Expected return on plan assets 4.2% 6.0% – 8.0% 3.5%<br />

At December 31, 2006 Euro zone United Kingdom United States<br />

Discount rate 4.5% 5.1% – 5.2% 5.75%<br />

Expected return on plan assets 4.0% 5.5% – 7.3%<br />

The assumptions in terms of salary and healthcare cost increases used for the calculation of these commitments were as follows:<br />

Retirement indemnities or supplementary Post-retirement<br />

At December 31, 2007 retirement commitments healthcare<br />

Euro zone United Kingdom United States<br />

Rate of salary increase 2.0% – 2.5% 3.3% – 4.0%<br />

Rate of increase in healthcare costs 5.0% – 9.5%<br />

Retirement indemnities or supplementary Post-retirement<br />

At December 31, 2006 retirement commitments healthcare<br />

Euro zone United Kingdom United States<br />

Rate of salary increase 2.5% – 3.0% 3.0% – 3.75%<br />

Rate of increase in healthcare costs 5.0% – 8.5%<br />

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91


2007 consolidated financial statements<br />

The present value of defined benefit obligations at December 31, 2007 totaled €119,261 thousand.Taking into account the fair value<br />

of the various plan assets at December 31, 2007, the net commitment at that date amounted to €49,604 thousand versus €58,393<br />

thousand at December 31, 2006. The decrease in the net commitment during the period, despite an additional commitment of<br />

€3,246 thousand resulting from changes in the consolidations scope, reflects mainly the rise in interest rates during the year and, to<br />

a lesser extent, the cancellation of medical care benefits for some American employees.<br />

A provision of €43,012 thousand was recognized in the consolidated financial statements as at December 31, 2007; the difference<br />

of €6,592 thousand compared with the net commitment consisted mainly of unrecognized actuarial deficits.<br />

The portion of these actuarial differences exceeding 10% of the corresponding liability or fair value of the plan assets is amortized<br />

over the employees’ remaining working life, as estimated at the year end.<br />

In 2007, the expense corresponding to the cost of services rendered, the effect of reversing the discounting of the commitment net<br />

of the expected return on plan assets, the amortization of actuarial differences and past service costs, and the gain or loss arising on<br />

reductions or liquidations of retirement plans, came to €3,574 thousand.<br />

The actuarial assumptions used to calculate the commitments at December 31, 2007 relating to retirement indemnities for French<br />

employees take into account the changes introduced by the 2008 social security financing law relating, in particular, to the contributions<br />

paid to the Caisse nationale d’assurance vieillesse (French State pension scheme).<br />

<strong>Fives</strong> 2007 Annual report<br />

92


Supplementary Post-<br />

Retirement retirement retirement<br />

indemnities commitments healthcare<br />

France Italy United Kingdom Euro zone Japan United States TOTAL<br />

CHANGE IN THE DISCOUNTED VALUE OF THE LIABILITY<br />

Discounted value of the liability at January 1, 2007 13,218 1,320 107,697 3,275 2,599 128,109<br />

Cost of services rendered during the year 733 377 2,412 90 103 17 3,732<br />

Effect of discounting 597 5,395 146 43 80 6,261<br />

Employees contributions 675 675<br />

Plan reductions/liquidations (1,432) (1,432)<br />

First-time consolidation 60 2,443 4,017 6,520<br />

Benefits paid (1,929) (605) (2,638) (177) (107) (268) (5,724)<br />

New actuarial differences 335 (9,723) (211) 140 (252) (9,711)<br />

Foreign exchange differences (8,825) (199) (145) (9,169)<br />

Discounted value of the liability 13,014 3,535 94,993 3,123 3,997 599 119,261<br />

at December 31, 2007<br />

CHANGE IN THE FAIR VALUE OF PLAN ASSETS<br />

Fair value of plan assets at January 1, 2007 654 68,945 117 69,716<br />

Actual return on plan assets 23 2,895 9 (170) 2,757<br />

Employer’s contributions 2,650 5 96 2,751<br />

Employees contributions 675 675<br />

First-time consolidation 3,274 3,274<br />

Benefits paid by the plan (154) (2,638) (40) (485) (3,317)<br />

Foreign exchange differences (6,053) (146) (6,199)<br />

Fair value of plan assets 523 66,474 91 2,569 69,657<br />

at December 31, 2007<br />

ANALYSIS OF AMOUNTS RECOGNISED IN THE FINANCIAL STATEMENTS<br />

Excess of retirement commitments<br />

over value of funds<br />

12,491 3,535 28,519 3,032 1,428 599 49,604<br />

Actuarial net gain (loss) not recognized (5,415) (1,516) 451 (361) 249 (6,592)<br />

Net provision at December 31, 2007 7,076 3,535 27,003 3,483 1,067 848 43,012<br />

ANALYSIS OF THE NET LOSS (GAIN) RECOGNIZED IN 2007<br />

Cost of services rendered during the year 733 377 2,412 90 103 17 3,732<br />

Effect of discounting 597 5,395 146 43 80 6,261<br />

Expected return on plan assets (26) (4,382) (5) (55) (4,468)<br />

Amortization of cost of past services (2,452) (2,452)<br />

Amortization of actuarial differences 211 347 (11) (46) 501<br />

Net loss (gain) recognized in 2007 1,515 377 3,772 220 91 (2,401) 3,574<br />

CHANGE IN THE PROVISION FOR RETIREMENT AND OTHER BENEFITS GRANTED<br />

Provision at January 1, 2007 7,276 1,320 28,345 3,405 3,729 44,075<br />

Employer’s contributions (2,650) (5) (96) (2,751)<br />

Net loss (gain) recognized in 2007 1,515 377 3,772 220 91 (2,401) 3,574<br />

Benefits paid directly by the employer (1,775) (605) (137) 378 (268) (2,407)<br />

First-time consolidation 60 2,443 743 3,246<br />

Foreign exchange differences (2,464) (49) (212) (2,725)<br />

Provision at December 31, 2007 7,076 3,535 27,003 3,483 1,067 848 43,012<br />

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93


2007 consolidated financial statements<br />

3.11 Borrowings and other debt<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Bank borrowings 67,548 66,563 59,927<br />

Finance leases<br />

Amounts classified as debt (employee profit-sharing schemes<br />

5,973 5,628 10,220<br />

grants, deposits received and other debt) 16,120 20,859 5,994<br />

Bank overdrafts 689 234 1,821<br />

TOTAL 90,330 93,284 77,962<br />

Of which, amounts due in:<br />

less than 1 year 12,107 22,101 16,363<br />

1 to 5 years 64,720 49,336 55,248<br />

over 5 years<br />

Of which, secured by collateral:<br />

13,503 21,847 6,351<br />

mortgages 180<br />

pledges 67,218 66,563 58,066<br />

At December 31, 2007, borrowings and other debt of companies consolidated for the first time in 2007 totaled €1,990 thousand.<br />

At December 31, 2006, borrowings and other debt of companies consolidated for the first time in 2006 were nil.<br />

Bank borrowings<br />

Bank borrowings consist mainly of the loan contracted by <strong>Fives</strong> Cinetic from the lending banks represented by The Royal Bank of<br />

Scotland. This loan is a variable-rate loan made up of three separate tranches respectively denominated in EUR, USD and GBP and<br />

representing a total of €58 million at December 31, 2007. Of the €8.6 million decrease compared with end-2006, €4.5 million<br />

corresponds to loan repayments with changes in exchange rates accounting for the remainder. The various clauses that could lead to<br />

early repayment of this bank loan did not apply as at December 31, 2007.<br />

Since 2007, this heading also includes a bank loan of €1.9 million contracted by Cinetic Sorting S.p.a. prior to its acquisition by the Group.<br />

Finance leases<br />

Finance lease liabilities, which at December 31, 2006 corresponded mainly to the acquisition by Cinetic Assembly of its head office<br />

under a finance lease, also included the financing of Cinetic Filling’s head office at December 31, 2007.<br />

<strong>Fives</strong> 2007 Annual report<br />

94


Amounts classified as debt<br />

The decrease in amounts classified as debt between December 31, 2006 and December 31, 2007 is essentially due to repayment by<br />

<strong>Fives</strong> of temporary cash advances from FL Investco and by payment of the USD 10 million vendor credit granted by Unova in connection<br />

with the acquisition of the Landis group’s assets.<br />

3.12 Advances against contracts in <strong>progress</strong><br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Advances against contracts accounted for by the completion method 18,837 29,595 32,373<br />

Excess of advances received over value of work in <strong>progress</strong> (note 1.8) 85,571 90,200 121,354<br />

TOTAL 104,408 119,795 153,727<br />

At December 31, 2007, advances against contracts in <strong>progress</strong> for companies consolidated for the first time in 2007 totaled €9,780<br />

thousand. At December 31, 2006, advances against contracts in <strong>progress</strong> for companies consolidated for the first time in 2006 totaled<br />

€495 thousand.<br />

3.13 Other liabilities<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Income tax liabilities 13,257 9,742 20,173<br />

Tax and social security liabilities 62,766 66,100 70,874<br />

Amounts due on acquisitions of fixed assets 12,853 4,985 2,092<br />

Other payables 10,611 9,585 11,233<br />

TOTAL 99,487 90,412 104,372<br />

At December 31, 2007, other liabilities for companies consolidated for the first time in 2007 totaled €16,081 thousand.<br />

At December 31, 2006, other liabilities for companies consolidated for the first time in 2006 totaled €409 thousand.<br />

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95


2007 consolidated financial statements<br />

3.14 Prepayments and unearned income<br />

All items included in prepayments and unearned income recorded as assets and liabilities in the balance sheet are due in less than<br />

one year.<br />

3.15 Analysis of sales by geographic region<br />

2005 2006 2007<br />

France 217,917 228,527 244,834<br />

Europe (excluding France) 139,455 182,256 207,131<br />

Africa and Middle East 167,645 157,379 226,074<br />

North America 135,963 163,537 143,947<br />

Central and South America 18,660 16,424 29,170<br />

ASEAN countries 23,364 45,187 39,225<br />

China 153,325 194,125 179,467<br />

Rest of Asia and Oceania 57,927 37,486 67,422<br />

TOTAL 914,256 1,024,921 1,137,270<br />

3.16 Net financial income/(loss)<br />

2005 2006 2007<br />

Interest income 2,521 4,105 5,275<br />

Net gain on disposals of marketable securities 1,561 1,740 2,841<br />

Dividends from non-consolidated affiliates 51 679 301<br />

Foreign exchange gains (losses) 742 (1,475) (648)<br />

Net provision against investments and related receivables 14 (509) (434)<br />

Interest expense (2,047) (5,524) (5,849)<br />

Other 15 455 12<br />

TOTAL 2,857 (529) 1,498<br />

The increase in interest expense as from 2006 is due to the financing with bank borrowings and vendor credit of the acquisition of<br />

the Landis assets. The USD 10 million vendor credit granted by Unova in connection with the acquisition of the Landis group’s assets<br />

was repaid in December 2007.<br />

<strong>Fives</strong> 2007 Annual report<br />

96


3.17 Net exceptional income/(loss)<br />

2005 2006 2007<br />

Net restructuring costs (1,389) (5,452) (1,167)<br />

Financing costs (1,086) (1,421)<br />

Net impact of fixed asset disposals 52 1,087 963<br />

Net profit prior to first-time consolidation 171 533<br />

Other (1,243) (259) 409<br />

TOTAL (3,666) (5,874) 738<br />

The net restructuring costs incurred in 2006 related mainly to charges for which provisions were raised at some of the automotive<br />

division’s French subsidiaries.<br />

Financing costs in 2005 and 2006 correspond to bank and legal fees linked to arranging bank financing for <strong>Fives</strong> Cinetic in 2005,<br />

notably in the context of the acquisition of the Landis assets, and to the debt refinancing carried out in July 2006.<br />

Net gains on disposals of fixed assets in 2007 resulted mainly from the disposal of various real estate and investments. Net gains on<br />

disposals of fixed assets in 2006 resulted mainly from the disposal of various real estate, notably the Lagny-sur-Marne site held by<br />

SCI Chariot d’Argent.<br />

In 2007, net profit prior to first-time consolidation related to the net prior year profit of Cinetic Service Slovakia s.r.o. and<br />

<strong>Fives</strong> Cail KCP Ltd (see note 2.1). In 2006, it related to the net prior year profit of Cinetic DyAG Corp., Cinetic Service UK Ltd,<br />

<strong>Fives</strong> Lille do Brasil Ltda and Solios Services Southern Africa (PTY) Ltd net of provisions raised by their parent companies.<br />

3.18 Corporation tax<br />

2005 2006 2007<br />

French companies included in the tax group* (11,656) (12,675) (16,877)<br />

French companies not included in the tax group (642) (650) (788)<br />

Foreign companies (2,953) (4,176) (6,594)<br />

Sub-total: income tax (15,251) (17,501) (24,259)<br />

Change in deferred tax 4,820 275 (331)<br />

TOTAL (10,431) (17,226) (24,590)<br />

* Including foreign taxation of €(130) thousand in 2005, €(241) thousand in 2006 and €(1,309) thousand in 2007 paid by permanent establishments.<br />

www.fivesgroup.com<br />

97


2007 consolidated financial statements<br />

French income tax<br />

The composition of the tax group formed since 2007 by FL Investco and French subsidiaries that are, directly or indirectly, more than<br />

95%-owned, is described in note 3.25. The tax saving arising from offsetting the taxable results of loss-making companies against<br />

the taxable results of profit-making companies in calculating the group tax position is recognized in FL Investco’s consolidated financial<br />

statements. Up to the end of 2006, it was recognized in the consolidated financial statements of Financière F.L.<br />

Foreign income tax<br />

Companies consolidated for the first time in 2007 contributed €1.3 million to the Group’s current income tax expense. In 2006, current<br />

income tax relating to Landis companies amounted to €1.7 million after taking into account the impact of group tax relief in the<br />

United Kingdom.<br />

Deferred taxes<br />

Deferred tax assets are recognized only when there are reasonable prospects of them being utilized.<br />

At December 31, 2007, deferred tax assets in the consolidated balance sheet totaled €20,842 thousand, while deferred tax liabilities<br />

totaled €217 thousand.<br />

Deferred tax recognized corresponds mainly to temporary differences between the net book value of an asset or liability and its tax<br />

value. At December 31, 2005, a deferred tax asset of €1,130 thousand was recognized relating to the carried-forward loss of <strong>Fives</strong>. As<br />

a result of the change in 2007 of the company heading the tax group, this deferred tax asset was wholly reversed in 2006. At<br />

December 31, 2007, carried-forward losses recognized as deferred tax assets amounted to €2,117 thousand, of which €1,775 thousand<br />

relating to <strong>Fives</strong> and €342 thousand relating to Cinetic Sorting S.p.a.<br />

Analysis of 2007 tax expense<br />

CONSOLIDATED PROFIT BEFORE TAX 57,495<br />

Theoretical tax expense (at 33.33%) 19,165<br />

Permanent differences 1,357<br />

Current year tax losses not utilized 4,760<br />

Change in tax assets on timing differences not recognized (220)<br />

Other (472)<br />

CURRENT AND DEFERRED TAX EXPENSE 24,590<br />

<strong>Fives</strong> 2007 Annual report<br />

98


3.19 Market segment information<br />

2005 2006 2007<br />

ORDER INTAKE<br />

Automotive/Logistics 195,562 299,548 339,539<br />

Cement 128,438 268,118 230,382<br />

Energy/Sugar 195,770 213,735 289,851<br />

Metals 434,031 426,214 646,404<br />

Other (including inter-division eliminations) (573) (1,052) (3,213)<br />

TOTAL 953,228 1,206,563 1,502,963<br />

SALES<br />

Automotive/Logistics 218,968 311,436 315,648<br />

Cement 188,891 157,306 196,179<br />

Energy/Sugar 146,075 177,719 226,671<br />

Metals 360,973 379,144 400,212<br />

Other (including inter-division eliminations) (651) (684) (1,440)<br />

TOTAL 914,256 1,024,921 1,137,270<br />

OPERATING PROFIT<br />

Automotive/Logistics 10,374 14,508 16,880<br />

Cement 6,403 11,189 15,267<br />

Energy/Sugar 4,893 10,186 18,054<br />

Metals 19,406 22,526 21,862<br />

Other (including inter-division eliminations) 2,049 (5,310) (7,678)<br />

TOTAL 43,125 53,099 64,385<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

INTANGIBLE ASSETS (NET BOOK VALUE)<br />

Automotive/Logistics 125 439 3,114<br />

Cement 200 221 332<br />

Energy/Sugar 264 549 709<br />

Metals 498 507 892<br />

Other (including inter-division eliminations) 362 32 77<br />

TOTAL 1,449 1,748 5,124<br />

PROPERTY, PLANT AND EQUIPMENT (NET BOOK VALUE)<br />

Automotive/Logistics 34,381 31,274 46,679<br />

Cement 3,478 3,493 3,657<br />

Energy/Sugar 14,642 15,085 17,768<br />

Metals 9,871 9,504 9,336<br />

Other (including inter-division eliminations) 2,591 2,437 2,381<br />

TOTAL 64,963 61,793 79,821<br />

www.fivesgroup.com<br />

99


2007 consolidated financial statements<br />

The segment information provided above was prepared on the basis of the sub-consolidation of sub-groups as follows:<br />

Automotive/Logistics: this sub-group is made up of <strong>Fives</strong> Cinetic and its subsidiaries (see detailed list in note 3.25), whose products<br />

are essentially intended for the automotive and logistics industries;<br />

Cement: this sub-group includes <strong>Fives</strong> FCB and <strong>Fives</strong> Pillard and their subsidiaries (see detailed list in note 3.25), whose activities<br />

are mainly geared to the cement industry;<br />

Energy/Sugar: this sub-group is made up of Nordon and <strong>Fives</strong> Cail and their subsidiaries (see detailed list in note 3.25), whose<br />

activities are mainly geared to energy production industries of all types (nuclear, fossil fuels and renewable);<br />

Metals: this division includes the subgroups formed by F.L. Métal, Solios Environnement and <strong>Fives</strong> Stein and their subsidiaries (see<br />

detailed list in note 3.25). Its activities are mainly geared to the steel and aluminium industries;<br />

Other: this corresponds to <strong>Fives</strong> and includes the effect of eliminating transactions between the four divisions defined above.<br />

3.20 Earnings per share<br />

2005 2006 2007<br />

Net profit, Group share 20,065 22,911 31,629<br />

Average number of shares 2,196,898 2,216,641 2,215,706<br />

Earnings per share (in €) 9.13 10.34 14.27<br />

<strong>Fives</strong> has not issued any dilutive financial instruments.<br />

3.21 Off-balance sheet commitments<br />

COMMITMENTS GIVEN<br />

Dec. 31, 2005 Dec. 31, 2006 Dec. 31, 2007<br />

Guarantees and sureties 214,505 232,077 340,680<br />

Obligations under finance leases 110 97 69<br />

COMMITMENTS RECEIVED<br />

Guarantees and sureties 41,171 37,795 61,109<br />

Commitments given result mainly from the manner in which contracts in <strong>progress</strong> are financed, and from performance bonds issued<br />

in respect of contracts.<br />

In order to hedge against the foreign currency risk in respect of their commercial transactions, the Group’s operating subsidiaries use<br />

financial instruments, mainly in the form of forward sales and purchases of foreign currency.<br />

<strong>Fives</strong> 2007 Annual report<br />

100


As a guarantee for the bank borrowings refinanced on July 27, 2006, <strong>Fives</strong> Cinetic pledged some of its holdings in its subsidiaries.<br />

<strong>Fives</strong> accepted to stand as joint guarantor for all sums payable by <strong>Fives</strong> Cinetic and in respect of this commitment it pledged its holding<br />

in <strong>Fives</strong> Cinetic to the lending banks. FL Investco also stands as joint guarantor for <strong>Fives</strong> Cinetic.<br />

3.22 Staff costs and employees at December 31<br />

2005 2006 2007<br />

Staff costs 206,466 253,044 265,745<br />

For the year ended December 31, 2007, staff costs at companies consolidated for the first time in 2007 totaled €9,930 thousand.<br />

In 2006, the share of staff costs attributable to companies consolidated for the first time during the year amounted to €2,407 thousand.<br />

Staff costs in 2005 did not include any charge in respect of Cinetic Landis Grinding companies, whereas these amounted to €39,635<br />

thousand in 2006.<br />

Period-end headcount<br />

By category 2005 2006 2007<br />

Engineers and management staff 1,400 1,428 1,602<br />

Supervisory and office staff 1,901 1,994 2,190<br />

Workers 1,281 1,122 1,194<br />

TOTAL 4,582 4,544 4,986<br />

By type of contract 2005 2006 2007<br />

Permanent employment 4,388 4,349 4,687<br />

Fixed-term contract 126 108 196<br />

Apprenticeships and internships 68 87 103<br />

TOTAL 4,582 4,544 4,986<br />

The headcount increased in 2007 due to 343 additional staff contributed by newly consolidated companies and significant recruitment<br />

in the energy and metals divisions.<br />

The slight decrease in the headcount in 2006 compared with 2005 concerned the automotive/logistics and metals divisions.<br />

Companies consolidated for the first time in 2006 accounted for 37 employees at December 31, 2006.<br />

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101


2007 consolidated financial statements<br />

3.23 Remuneration of management bodies<br />

Total remuneration, both direct and indirect, paid in 2007 to members of the Executive Committee, 16 people in total, by <strong>Fives</strong> or<br />

its subsidiaries amounted to €3,727 thousand.<br />

3.24 Consolidated cash flow statement<br />

The main components of the consolidated cash flow statement are as follows:<br />

Opening and closing net cash positions<br />

These are made up of marketable securities and cash (see note 3.8), excluding own shares amounting to €343 thousand at December<br />

31, 2007, less bank overdrafts (see note 3.11).<br />

Operating activities<br />

Income and expenses that have no cash impact are eliminated from the net profit of consolidated companies as follows:<br />

amortization and depreciation of €19,531 thousand in 2007, €14,248 thousand in 2006 and €14,698 thousand in 2005, including<br />

respectively €9,126 thousand, €5,042 thousand and €6,520 thousand for goodwill amortization and depreciation;<br />

restatement of changes in provisions for retirement indemnities and long-service awards amounted to –€1,581 thousand in 2007,<br />

€1,120 thousand in 2006 and –€1,273 thousand in 2005;<br />

restatement of net gains on fixed asset disposals. In 2007 and 2006, these restatements amounted to €1,130 thousand and<br />

€1,146 thousand respectively and related mainly to sales of real estate. In 2005, these amounted to €232 thousand and stemmed<br />

mainly from the gain realized by <strong>Fives</strong> on the disposal of its holding in Gecina, partially offset by the loss realized by <strong>Fives</strong> Cinetic on<br />

the disposal of its shares in Cinetic GmbH;<br />

other non-cash items, including notably changes in deferred tax and provision for depreciation of securities and related receivables,<br />

accrued interest not yet due and the prior year profit or loss of newly consolidated companies.<br />

The impact of changes in cash movement on operating activities include changes in working capital requirements, in contingency<br />

and cost provisions and in the tax liability, and amounted to €42,819 thousand in 2007.<br />

Investing activities<br />

Acquisitions of intangible assets and property, plant and equipment amounted to €14,697 thousand in 2007, compared with €9,391<br />

thousand in 2006 and €7,489 thousand in 2005.<br />

<strong>Fives</strong> 2007 Annual report<br />

102


In 2007, disposals of fixed assets had a positive impact of €2,453 thousand. In 2006, gains on disposals amounted to €2,998 thousand<br />

and related mainly to sales of real estate, notably the property held by SCI Chariot d’Argent. In 2005, disposals of fixed assets totaled<br />

€1,475 thousand and included notably receipt of the balance of the sale proceeds for the office premises near Milan owned by <strong>Fives</strong>.<br />

The change in finance receivables does not include changes in shareholdings and was negative by €2,598 thousand in 2007 due<br />

mainly to the loan granted to a new, non-consolidated subsidiary Stein Heurtey Vostok. In 2006, the change was an increase of €32<br />

thousand. In 2005, this item had totaled a negative €3,269 thousand and consisted mainly of the reclassification into investments<br />

of marketable securities of which <strong>Fives</strong> is merely the bare owner, and loans granted during the year to the non-consolidated subsidiaries<br />

FL Industries Inc. and Penelectro.<br />

Net impact of acquisitions and disposals of businesses<br />

Net impact of acquisitions and disposals in 2007<br />

In 2007, the net impact of acquisitions was negative by €36,032 thousand and was attributable mainly to the acquisition of the<br />

Cinetic Sorting companies for a total of €23 million, to the €8.5 million loan granted by <strong>Fives</strong> to Financière F.L. during the year and<br />

eliminated on merger, and for €2.8 million, to the acquisition cost of Setaram Engineering SAS.<br />

Disposals had a net negative impact of €4 thousand in 2007.<br />

Net impact of acquisitions and disposals in 2006<br />

The net impact of acquisitions in 2006 was negative by €9,404 thousand and was attributable mainly to the deferred payment of<br />

part of the acquisition cost of the Landis assets, including the price adjustment based on working capital requirements and acquisition<br />

expenses.<br />

The net impact of disposals in 2006 was negative by €1,336 thousand and is explained mainly by the sale of Cinetic GmbH.<br />

Net impact of acquisitions and disposals in 2005<br />

In 2005, investments and disposals had a net negative impact of €54,625 thousand, corresponding mainly to the portion of the<br />

acquisition cost of the Landis assets paid in cash.<br />

Financing activities<br />

Dividends paid<br />

In 2007, this heading was made up of dividends paid by <strong>Fives</strong> Pillard and its subsidiaries to minority shareholders.<br />

In 2006, this heading was made up of dividends paid by <strong>Fives</strong> to Financière F.L. amounting to €2,660 thousand and dividends paid<br />

by <strong>Fives</strong> Pillard and its subsidiaries and by Stein (Shanghai) Industrial Furnace Co. Ltd to their minority shareholders.<br />

In 2005, this heading included mainly dividends paid by <strong>Fives</strong> to Financière Alexandre III totaling €20,014 thousand with the balance<br />

made up of dividends paid by the consolidated companies to minority shareholders.<br />

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103


2007 consolidated financial statements<br />

Net (decrease) increase in borrowings<br />

Borrowings decreased by €20,334 thousand in 2007 due to the repayment (€7,365 thousand) of the cash advance granted by<br />

FL Investco to <strong>Fives</strong>, payment of the vendor credit linked to the acquisition of Cinetic Landis (€7,296 thousand) and repayments on<br />

the RBS loan.<br />

In 2006, net borrowings increased by €10,514 thousand due mainly to the cash advance amounting to €8,325 thousand granted<br />

by FL Investco to <strong>Fives</strong> and to the net impact of the repayment and refinancing of <strong>Fives</strong> Cinetic’s bank loans.<br />

In 2005, the net increase in borrowings came to €41,096 thousand, due mainly to drawdowns of borrowings used to finance the<br />

acquisition of the Landis assets (denominated in USD and GBP for an equivalent of €48,818 thousand), partly offset by payment of<br />

the annual instalment due on the borrowing entered into by <strong>Fives</strong> Cinetic in August 2004 (€2,800 thousand) and repayment of the<br />

external borrowings of Cinetic Giustina Grinding S.r.l. amounting to €6,550 thousand.<br />

Currency translation differences<br />

Currency translation differences relate to foreign subsidiaries that prepare their consolidation reporting packages in a currency other<br />

than the euro. They correspond to the differences between the opening and closing exchange rates applied to the opening net cash<br />

position and to differences between the average and closing exchange rates applied to cash flows for the year.<br />

<strong>Fives</strong> 2007 Annual report<br />

104


3.25 Companies included in the 2007 Group consolidation<br />

Consolidation Percentages<br />

CONSOLIDATED COMPANIES Location method Voting Ownership<br />

<strong>Fives</strong> * (ex-Compagnie de <strong>Fives</strong>-Lille) Paris, France Parent company<br />

AUTOMOTIVE / LOGISTICS<br />

<strong>Fives</strong> Cinetic *(ex-Cinetic Industries) Paris, France F 99.99 99.99<br />

Cinetic Assembly * Montévrain, France F 99.99 99.99<br />

Cinetic Automation * (ex-Cinetic Linking) Héricourt, France F 99.96 99.96<br />

Cinetic Automation Corp. United States F 100.00 99.99<br />

Cinetic DyAG Corp. United States F 100.00 99.99<br />

Cinetic Filling* Le Bignon, France F 99.99 99.99<br />

Cinetic Giustina Grinding Vaulx-en-Velin, France F 100.00 99.99<br />

Cinetic Giustina S.r.l. (ex-Cinetic Giustina Grinding S.r.l.) Italy F 100.00 99.99<br />

Cinetic Landis Corp. (ex-Cinetic Landis Grinding Corp.) United States F 100.00 99.99<br />

Cinetic Landis Ltd (ex-Cinetic Landis Grinding Ltd) United Kingdom F 100.00 99.99<br />

Cinetic Machining * Saint-Laurent-les-Tours, France F 99.99 99.99<br />

Cinetic Service * Montévrain, France F 99.80 99.80<br />

Cinetic Service Slovakia s.r.o. Slovakia F 100.00 99.80<br />

Cinetic Service UK Ltd United Kingdom F 100.00 99.80<br />

Cinetic Sorting Corp. United States F 100.00 99.99<br />

Cinetic Sorting K.K. Japan F 100.00 99.99<br />

Cinetic Sorting S.p.a. Italy F 100.00 99.99<br />

Cinetic Transitique * Grigny, France F 99.98 99.98<br />

<strong>Fives</strong> Cinetic Inc. (ex-Cinetic Industries Inc.) United States F 100.00 99.99<br />

<strong>Fives</strong> Cinetic S.r.l. Italy F 100.00 99.99<br />

CEMENT SUB-GROUP<br />

<strong>Fives</strong> FCB * (ex-FCB Ciment) Villeneuve-d’Ascq, France F 99.99 99.99<br />

Cementos Plantas Construcciones SA de C.V. Mexico F 99.90 99.90<br />

Cement Process Technologies Egypt Egypt F 99.00 99.00<br />

<strong>Fives</strong> Pillard (ex-Pillard EGCI) Marseille, France F 85.18 85.18<br />

<strong>Fives</strong> Pillard España S.A. (ex-Pillard España S.A.) Spain F 67.00 57.07<br />

Pillard Feuerungen GmbH Germany F 47.50 40.46<br />

ENERGY/SUGAR SUB-GROUP<br />

<strong>Fives</strong> Cail * Villeneuve-d’Ascq, France F 99.99 99.99<br />

<strong>Fives</strong> Cail KCP Ltd India P 40.00 40.00<br />

<strong>Fives</strong> Fletcher Ltd (ex-Fletcher Smith Ltd) United Kingdom F 100.00 99.99<br />

<strong>Fives</strong> Lille do Brasil Ltda Brazil F 99.99 99.99<br />

Fletcher Smith Inc. United States F 100.00 99.99<br />

Nordon * Paris, France F 99.98 99.98<br />

<strong>Fives</strong> Cryo * (ex-Nordon Cryogénie) Golbey, France F 99.80 99.78<br />

<strong>Fives</strong> Cryomec AG (ex-Cryomec AG) Switzerland F 99.93 99.71<br />

<strong>Fives</strong> Nordon * (ex-Nordon Industries) Nancy, France F 99.99 99.98<br />

Nordon Frères - SCI * Nancy, France F 100.00 99.98<br />

METALS SUB-GROUP<br />

F.L. Métal * Seclin, France F 99.99 99.99<br />

<strong>Fives</strong> DMS * (ex-DMS) Seclin, France F 99.99 99.99<br />

<strong>Fives</strong> Industries * (ex-DMS Industries) Seclin, France F 99.99 99.99<br />

Solios Environnement * Saint-Germain-en-Laye, France F 99.99 99.99<br />

Solios Carbone * Givors, France F 99.99 99.99<br />

Solios Environment Corp. United States F 100.00 99.99<br />

Solios Environnement Inc. Canada F 100.00 99.99<br />

Solios Services Southern Africa (PTY) Ltd South Africa F 100.00 99.99<br />

Solios Thermal Ltd United Kingdom F 100.00 99.99<br />

<strong>Fives</strong> Stein * (ex-Stein Heurtey) Ris-Orangis, France F 99.99 99.99<br />

<strong>Fives</strong> Celes *(ex-Celes) Lautenbach, France F 99.99 99.99<br />

<strong>Fives</strong> Stein Belgium S.A. (ex-Belgium Glass Equipment S.A.) Belgium F 100.00 99.99<br />

<strong>Fives</strong> Stein Bilbao SA (ex-Stein Heurtey Bilbao SA) Spain F 100.00 99.99<br />

<strong>Fives</strong> Stein Ltd (ex-BH-F Engineering Ltd) United Kingdom F 100.00 99.99<br />

Stein Heurtey Australia PTY Ltd Australia F 100.00 99.99<br />

Stein (Shanghai) Industrial Furnace Co. Ltd China F 100.00 99.99<br />

(ex-Shanghai Stein Heurtey MECC Industry Furnace Co. Ltd)<br />

*Companies included in the FL Investco. tax group.<br />

F : Fully consolidated. – P : Proportionate.<br />

At December 31, 2007, <strong>Fives</strong> and its subsidiaries are consolidated in the FL Investco group.<br />

www.fivesgroup.com<br />

105


2007 consolidated financial statements<br />

Auditors’ report on the consolidated<br />

financial statements<br />

To the shareholders,<br />

In our capacity as statutory auditors, we have audited the<br />

consolidated financial statements of FIVES for the year ended<br />

December 31, 2007 as attached to our report.<br />

The consolidated financial statements were approved by the<br />

Executive Board. Our responsibility is to express an opinion on<br />

the consolidated financial statements based on our audit.<br />

I. Opinion on the consolidated<br />

financial statements<br />

We conducted our audit in accordance with French auditing<br />

standards. Those standards require that we plan and perform the<br />

audit to obtain reasonable assurance that the consolidated financial<br />

statements are free of material misstatement. An audit includes<br />

an examination, on a test basis, of the evidence supporting the<br />

amounts and disclosures in the financial statements.An audit also<br />

includes an assessment of the accounting policies used and significant<br />

estimates made by management, as well as an evaluation of the<br />

overall presentation of the financial statements. We believe that<br />

our audit provides a reasonable basis for the opinion expressed below.<br />

In our opinion, the annual consolidated financial statements present<br />

fairly, in accordance with generally accepted accounting principles<br />

in France, the assets and liabilities, financial situation and results<br />

of the Group formed by the entities and companies included in<br />

the consolidation scope.<br />

<strong>Fives</strong> 2007 Annual report<br />

106<br />

ERNST & YOUNG AUDIT<br />

Faubourg de l’Arche - 11, allée de l’Arche<br />

92037 Paris-La Défense Cedex – France<br />

ERNST & YOUNG AUDIT<br />

Marc Stoessel<br />

The Statutory Auditors<br />

DELOITTE & ASSOCIÉS<br />

185, avenue Charles-de-Gaulle<br />

92524 Neuilly-sur-Seine Cedex – France<br />

II. Justification for our assessments<br />

Pursuant to the provisions of Article L. 823.9 of the French<br />

Commercial Code relating to the justification for our assessments,<br />

we wish to bring the following matters to your attention:<br />

Group companies recognise income or loss on long-term contracts<br />

in accordance with the principles and methods described in note<br />

1.8 of the notes to the consolidated financial statements. These<br />

results depend on the estimates on completion made by the<br />

project managers under the supervision of the companies’ general<br />

management.<br />

Based on the information provided to us, our work consisted in<br />

assessing the data and assumptions used as the basis for the<br />

estimated results on completion of these contracts and examining<br />

the calculations made by the company.We assessed the reasonable<br />

nature of these estimates.<br />

Our assessments in this regard fall within the scope of our audit<br />

of the consolidated financial statements taken as a whole, and<br />

therefore contributed to the unqualified opinion expressed in<br />

the first part of this report.<br />

III. Specific procedures<br />

We have also examined, in accordance with professional standards<br />

applicable in France, the information relating to the Group provided<br />

in the management report.We have nothing to report with respect<br />

to the fairness of such information and its consistency with the<br />

consolidated financial statements.<br />

Paris-La Défense and Neuilly-sur-Seine, April 9, 2008<br />

DELOITTE & ASSOCIÉS<br />

Pascal Colin


Ordinary and Extraordinary General Meetings of Shareholders of June 19, 2008<br />

108 Draft resolutions<br />

www.fivesgroup.com<br />

107


Ordinary and Extraordinary General Meetings<br />

of Shareholders of June 19, 2008<br />

DRAFT RESOLUTIONS<br />

SUBMITTED TO THE ORDINARY<br />

GENERAL MEETING<br />

OF SHAREHOLDERS<br />

First resolution<br />

The General Meeting,<br />

having heard the reports of the Executive Board and the<br />

Supervisory Board as well as the Statutory Auditor’s general report;<br />

and after reviewing the company financial statements;<br />

approves the company financial statements for the year ended<br />

December 31, 2007 as presented to the Meeting and the transactions<br />

reflected in such financial statements or described in the<br />

reports and which show a net profit of €681,669.69.<br />

The General Meeting also approves the non tax-deductible<br />

expenses and costs amounting to €35,664.<br />

Second resolution<br />

As proposed by the Executive Board, the General Meeting decides<br />

to allocate the net profit for the year of €681,669.69 as follows:<br />

5% to legal reserves €34,083.49<br />

Dividends to shareholders €647,586,20<br />

In addition, the General Meeting agrees to draw €12,349,061.80<br />

from retained earnings for payment as dividends, thus bringing<br />

the amount of dividends paid to the shareholders in respect of<br />

2007 to €12,996,648.00.<br />

<strong>Fives</strong> 2007 Annual report<br />

108<br />

Accordingly, the General Meeting sets the dividend at €6.00 per<br />

share (excluding own shares), payable on June 24, 2008.<br />

The dividend paid to natural persons qualifies for a tax deduction<br />

under Article 158-3 2° of the French general tax code.<br />

The General Meeting notes that the dividends paid in respect of<br />

the previous three years were as follows:<br />

Tax deduction<br />

pursuant<br />

to Article<br />

Number of 158-3 2° of<br />

shares with Total the French<br />

a par value Dividend dividend general<br />

Year of €8 per share paid tax code<br />

2004 2,196,892 €9.11 €20,013,686.12 not<br />

applicable<br />

6 €9.11 €54.66 eligible<br />

2005 2,193,957 €1.20 €2,632,748.40 not<br />

applicable<br />

22,684 €1.20 €27,220.80 eligible<br />

2006 2,216,641 – – –


Third resolution<br />

The General Meeting,<br />

having heard the reports of the Executive Board and the<br />

Supervisory Board as well as the Statutory Auditors’ report on<br />

the consolidated financial statements for the year ended<br />

December 31, 2007;<br />

and after reviewing the consolidated financial statements;<br />

approves the consolidated financial statements for the year<br />

ended December 31, 2007 as presented to the meeting and the<br />

transactions reflected in such financial statements or described<br />

in the reports, showing net profit, Group share of €31,629 thousand.<br />

Fourth resolution<br />

Having heard the Statutory Auditors’ special report on regulated<br />

agreements governed by Article L. 225-86 of the French commercial<br />

code, the General Meeting approves the report and the<br />

transactions described therein.<br />

Fifth resolution<br />

As a consequence of the preceding resolutions, the General<br />

Meeting gives full and final discharge for the year ended<br />

December 31, 2007 to the members of the Executive Board for<br />

their management and to the members of the Supervisory Board<br />

for the execution of their mandate.<br />

Sixth resolution<br />

The General Meeting expressly ratifies the decision taken by the<br />

Supervisory Board meeting on December 20, 2007 to transfer the<br />

company’s registered offices from 38 rue de la République, 93100<br />

Montreuil-sous-Bois to 27-29 rue de Provence, 75009 Paris.<br />

DRAFT RESOLUTIONS<br />

SUBMITTED TO THE<br />

EXTRAORDINARY GENERAL<br />

MEETING<br />

Seventh resolution<br />

The General Meeting resolves to add to the company’s corporate<br />

purpose and to amend Article 3 of the Memorandum and Articles<br />

of Association accordingly. It shall henceforth read as follows:<br />

« Article 3 – Object<br />

The Company’s object is, directly or indirectly, in France and abroad:<br />

all engineering activities in the areas of the mechanical and<br />

electrical industries and in particular in the areas linked to the<br />

production and use of energy, the liquefaction of gas, the production<br />

of aluminium, cement, glass, steel and sugar, the automobile<br />

industry and logistics and, in this context, all activities relating to<br />

the design, development of and completion of projects of all<br />

kinds in the form of the provision of services, design offices and<br />

engineering advice;<br />

the design, development, and acquisition of all property rights,<br />

processes and all industrial manufacturing resources, entering into<br />

all licensing agreements or any agreements relating to these assets;<br />

the taking of holdings, in particular by subscribing to or acquiring<br />

shares or any transferable securities or rights, by creating new<br />

companies or institutions, by transfer, merger or taking shareholdings<br />

in any grouping or legal entity, entering into any partnership<br />

agreements, any partnerships or by any other means, in the<br />

above-mentioned areas and in particular in all companies having<br />

as their object:<br />

www.fivesgroup.com<br />

109


Ordinary and Extraordinary General Meetings<br />

of Shareholders of June 19, 2008<br />

– the design, development or acquisition of all property rights, all<br />

processes and industrial manufacturing resources, entering into<br />

all licensing agreements and all agreements relating to these assets,<br />

– the manufacture, sale, installation or repair of all facilities,<br />

equipment machines and parts of all kinds, for all uses,<br />

– the provision of technical assistance related to the abovementioned<br />

activities,<br />

– the general undertaking, directly or indirectly, of any assembly,<br />

work, supply, construction or installation necessary or useful for<br />

the fulfilment of the corporate object,<br />

– the acquisition, rental, construction, installation and fitting and<br />

the operation of all buildings and all works or property rights of<br />

any kind and all industrial establishments,<br />

– the provision of services of any type;<br />

all services involving providing advice and assistance in particular<br />

commercial, financial, legal, accounting, administrative and technical<br />

advice and assistance to its subsidiaries;<br />

and more generally, all civil, commercial, industrial and financial<br />

transactions, whether in moveable or immoveable property, relating,<br />

directly or indirectly, to any of the abovementioned objects, in<br />

whole or in part, to any similar or related object or to any other<br />

object that may be such as to favour or develop the Company’s<br />

business.<br />

Eighth resolution<br />

The General Meeting gives the bearer of the original, a copy or<br />

an extract of the minutes of this Meeting, full powers to carry<br />

out all statutory and regulatory publication formalities.<br />

<strong>Fives</strong> 2007 Annual report<br />

110


www.fivesgroup.com<br />

111


<strong>Fives</strong> 2007 Annual report<br />

112


PEFC/10-31-1190<br />

FCBA/08-00860<br />

This document is printed<br />

on Condat silk, PEFC<br />

(Programme for the Endorsement<br />

of Forest Certifi cation), certifi cat<br />

that garantees sustainable<br />

development of forests.<br />

<strong>Fives</strong><br />

French limited company (Société Anonyme) with Executive Board and Supervisory Board – Share capital 24,041,732€<br />

Registered offi ce: 27-29 rue de Provence – 75009 Paris (France)<br />

Tel: +33 (0)1 45 23 75 75 – Fax : +33 (0)1 45 23 75 71<br />

E-mail : contact@fi vesgroup.com<br />

www.fi vesgroup.com<br />

542 023 841 R.C.S. PARIS – APE 7010Z<br />

Edited by the Communication Department of <strong>Fives</strong><br />

Design: TBWA\CONSULTING<br />

Production: – Tel: +33 (0)1 53 00 74 29<br />

Photos: <strong>Fives</strong>, Philippe Dureuil, Le Square, Emmanuel Goulliart.


Detroit<br />

Mexico<br />

Montreal<br />

Paris<br />

Johannesburg

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