Driving progress - Fives
Driving progress - Fives
Driving progress - Fives
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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 />
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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 />
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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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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 />
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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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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 />
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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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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 />
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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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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 />
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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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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
www.fivesgroup.com<br />
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 />
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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 />
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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 />
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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 />
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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 />
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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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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 />
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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 />
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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 />
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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 />
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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 />
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