Prysmian S.p.A. Results at 31 December 2018

Projects full combined sales — including General Cable’s contribution for 12 months — totalled €1,804 million in 2018, with 4.7% growth compared to 2017. Adjusted EBITDA amounted to €170 million (€298 million in 2017), negatively impacted by the €95 million provisions related to the Western Link project in 2018, including €25 million allocated following the criticalities disclosed on 20 February 2019. Net of the provisions for the Western Link project, adjusted EBITDA of the Projects business was impacted by the phasing on some projects and some reworking activities, as well as by the unfavourable comparison with 2017 performance (when projects were finalised within the perimeter of both Prysmian and General Cable). 

The organic growth of Submarine Cables and Systems was affected by the impact associated with the Western Link project. The main projects for the period were the connections of the offshore wind farms Borwin3 and 50 Hertz, the NSL between Norway and Great Britain, the Cobra cable link between the Netherlands and Denmark, and the IFA2 interconnector between France and Great Britain. Worth of notice is also the completion of several inter-array connections, such as the Wikinger project — one of the most important offshore wind farms in the Baltic Sea — and the project that the Group was recently awarded for developing a cable system to connect Kincardine floating offshore wind farm to the British mainland. In addition, Prysmian has announced a project to build a new cable-laying vessel that is expected to be operational by Q2 2020. The new vessel will be the most capable on the market and will offer higher capacities and enhanced versatility in managing offshore wind farm interconnection and cabling projects thanks to cutting-edge features and equipment, thus supporting the Group’s prospects for long-term growth on the submarine cable system market.

In High Voltage Underground, the positive results already recorded in 9M 2018, driven mainly by the growth in demand in Asia Pacific, Southern Europe and South America, were confirmed also in Q4. During the period, the procurement process started for major interconnection projects in Germany (SüdLink and SüdOstLink) and in recent months the Group secured important projects, including: the involvement in the project worth $190 million aimed at upgrading Washington D.C. area’s power transmission grid, and expected to run between 2019 and 2026, in several phases; the design, supply, installation and commissioning of two HV cable systems to transfer energy between the substations of Rangoon and Paya Lebar, in the city of Singaporean, worth €33 million.

With regard to the Offshore Specialties business, the market of umbilical cables shrank in Brazil, the Group’s top market.

The (underground and submarine) power transmission order book totalled about €1,900 million (also including the order book of General Cable, which amounted to €175 million at December 2018), down compared to the previous year as a result of the decrease in the number of projects acquired during the year.

Energy

• T&I growth confirmed in Q4 thanks to an increase in volumes in Europe and North America

• Power Distribution: positive organic growth in Q4 and improved profitability thanks to the increase in volumes and operating efficiencies

• Industrial & NWC: good organic growth

Energy full combined sales — including General Cable’s contribution for 12 months — amounted to €8,139 million, with +2.4% organic growth, thanks to the increase in volumes recorded in Europe and North America. Adjusted EBITDA was €372 million (€395 million 2017), with a 4.6% ratio of Adjusted EBITDA to sales (4.9% in 2017).

Energy & Infrastructure

Energy & Infrastructure full combined sales — including General Cable’s contribution for 12 months — amounted to €5,492 million, with +2.1% organic growth compared to 2017. Adjusted EBITDA was €207 million compared to €233 million in 2017 (ratio of Adjusted EBITDA to sales at 3.8% compared to 4.3% in 2017).

Following the merger with General Cable, the Group expanded the Energy & Infrastructure business’ product portfolio and strengthened its geographical position in areas such as North America and Latin America.

In 2018, Trade & Installers reported ongoing organic growth, confirmed also in Q4 2018, thanks to the continuous increase in volumes in North America and Europe. Adjusted EBITDA improved slightly, mainly as a result of the increase in profitability in South Europe (following the CPR introduction) and of the positive performance reported in North America, partially offset by the negative impacts generated by the trend characterising North Europe, Central and Eastern Europe and the APAC region.

Power Distribution reported a positive organic sales trend in Q4 2018, particularly in North America and Europe. Unfavourable exchange rates and the weakness reported by Northern Europe affected the profitability results of this business, which nevertheless improved sharply in Q4 2018 as a consequence of increased volumes and operating efficiencies. The Overhead segment declined chiefly due to the highly competitive market conditions in South America.

Industrial & Network Components

Industrial & Network Components full combined sales — including General Cable’s contribution for 12 months — amounted to €2,353 million, with a sharp +3.3% organic growth in 2018. Adjusted EBITDA amounted to €167 million, in line with €169 million in 2017 (ratio of Adjusted EBITDA to Sales went from 7.4% to 7.1%). The Specialties, OEMs & Renewables market recorded an organic growth of sales, although declining in Q4 2018, with an ongoing performance increase of Railways, Solar and Crane applications and a stable trend reported by Mining and Wind. Growth was chiefly driven by North America and South America and the recovery of the APAC area, whereas profitability was affected by the unfavourable exchange rates. The solid growth reported by the Elevators business, also confirmed in Q4 2018, was supported by the favourable market conditions in North America, coupled with a stable performance in the APAC region. Adjusted EBITDA recovered in Q4 2018, benefiting particularly from the increase in volumes and despite the negative impact of exchange rates and pricing pressure. The sales uptrend of the Automotive business was driven in particular by growth in North America (decreasing in Q4). Adjusted EBITDA benefited from the increase in volumes, the rationalisation of manufacturing footprint and all measures aimed at reducing costs in Europe and North America. Lastly, Network Components showed a solid performance, supported by the volume increase in China and North America.

Telecom

• Sharp sales uptrend thanks to the positive performance of Europe, North America (Ribbon) and Latin America
• Profitability increase thanks to volumes growth, efficiencies and optimisation of manufacturing set-up
• Solid MMS performance thanks to the strong demand for Data Centres and data cables in Europe and a mix improvement in North America

In 2018, Telecom full combined sales — including General Cable’s contribution for 12 months — amounted to €1,634 million (€1,592 million in 2017), with 6.4% organic growth driven by the positive trend in Europe and Latin America. Adjusted EBITDA rose sharply to €295 million compared to €247 million in 2017. Margins also improved with an 18% ratio of Adjusted EBITDA to sales (15.5% in 2017), benefiting from the increase in volumes, the recovery of industrial efficiencies and the positive results of the subsidiary YOFC in China. A positive €11 million one-off impact was generated by the release of the write-down of a receivable due by a Brazilian client, written down in 2016, and by the carry over of 2017 positive results of YOFC.

With regard to the Telecom business, the integration of General Cable allowed Prysmian Group to increase its exposure to the American Multimedia Solutions market, increase its optical cable production capacity and strengthen its presence in Latin America.

The organic growth of sales of the Telecom Solutions business was attributable to the Group’s ability to seize the ongoing increasing demand for optical cables by operators that are developing broadband networks. In Europe, the volume trend was positive and the price level remained constant. In North America, the development of new ultra-broadband networks is generating a constant rise in demand, which benefits Prysmian, as testified by the three-year agreement worth $300 million signed with Verizon for the supply of optical cables starting in January 2018. Brazil and Argentina also showed an increase in investments by the main telecom operators. In Australia, works related to the construction of NBN’s new “multi-technology” platform continued successfully, although volumes are declining as the project is entering the completion phase.  

In the reporting period, Prysmian announced the implementation of the FlexRibbon™ line, with two new products containing 1,728 and 3,456 fibres. Designed applying the MassLink™ and FlexRibbon™ technologies, they can fit the maximum fibre count in the smallest possible cable, reaching a high level of flexibility, combining the high fiber density of the Flex technology with Ribbon cables' fast splicing. These products will support broadband data centres managed by the major companies worldwide.

The high value-added business of optical connectivity accessories continued to perform well, thanks to the development of new FTTx networks (last mile broadband access) in Europe, particularly in France.

Multimedia Solutions performed well, particularly in Europe, where demand was also driven by the growing investments in Data Centres and the strong demand for data cables for industrial applications and residential buildings. The combined figures, considering General Cable for the period 1 January – 12 December, are reported in the table.

Business Outlook

In 2018, the global economy grew compared to the previous year, despite the emergence of signs of cyclical deterioration in many advanced economies and emerging countries. In the Euro area, growth slowed down as of the second half of the year, partly due to financial instability factors but also to the deterioration of companies’ expectations and the weakness of demand.

The US continued to show a robust growth rate, driven by internal consumption and investments. Amongst the main emerging economies, in China the slowdown of economic activity, which started in early 2018, continued also in the last months of the year, despite the fiscal stimulus measures introduced by the government.

The consolidation of such trends seems to be confirmed in early 2019, and some economies are expected to worsen. The expansion of international economic activity is indeed hindered by multiple uncertainty and risk factors: the consequences of the negative outcome of the US-China trade negotiations currently underway, the rekindling of financial tensions in emerging countries, the decision, as yet to be finalized, on how Brexit will take place.

Within this macroeconomic scenario, Prysmian Group expects that FY 2019 demand in the cyclical construction and industrial cable businesses will be slightly higher than in 2018. The medium voltage utilities cable business is also expected to show a trend of moderate recovery, with uneven performances at the level of the various geographical areas. In the Submarine systems and cables business, Prysmian Group is aiming to reaffirm its leading position, also in light of a market that is expected to remain stable at the levels of 2018. The results of this business will be positively influenced by the recovery of the negative effect of the Western Link provisions (€95 million). At organic level, said results are expected to decrease in 2019 due to the limited collection of orders in 2018. In the High Voltage Underground systems and cables business, the Group expects virtual stability, with a gradual improvement in expected performance in China and South-East Asia due to the new manufacturing set-up. Finally, for the Telecom segment the Group expects that growth will remain solid in 2019, driven by the increase in demand for optical cables in Europe and North America, whereas a slowdown is expected due to a reduction in volumes on the Australian market.

The effect of converting subsidiaries’ results into the consolidated reporting currency is assumed to be neutral on the Group’s operating performance.

In light of the above considerations, the Group expects to achieve an adjusted EBITDA for FY 2019 in the range of €950-1,020 million, significantly up compared to €837 million reported in 2018 (which included the €95 million negative effect of the Western Link project).

Estimated synergies that can be achieved in 2019 amount to €120 million (€85 million incremental in 2019).

Moreover, for 2019 the Group forecasts a cash flow generation of approximately €300 million, with a foreseeable maximum fluctuation of 10% (FCF before acquisition and disposals). This amount includes the planned cash outflow of €90 million for restructuring and integration activities. 

2019 objectives do not include further impacts of the Western Link project and do not take into account the effect of the implementation of IFRS 16. Moreover, the cash objective includes the negative effect of the Western Link criticalities occurred on 19 February 2019, and does not take into account any impacts from the dispute with the Brazilian Antitrust Regulator.

Prysmian Group continues to optimise its organisational and production structures with the aim of achieving by financial year 2021, a level of cumulated synergies generated by the integration of General Cable of €175 million (compared to €35 million realised at year-end 2018), a higher amount compared to the previous target of €150 million by 2022 and one year ahead of initial expectations.

This forecast is based on the Company’s current business perimeter.

Further Board of Directors’ resolutions

Notice of Calling of Annual General Meeting

The Board of Directors has vested the Chairman of the Board of Directors and the Chief Executive Officer with powers to severally call the Annual General Meeting (AGM) for Wednesday, 17 April 2019, in single call.

Based on the results for 2018, the Board of Directors will recommend to the forthcoming AGM that a dividend of €0.43 per share be distributed, involving a total pay-out of approximately €113 million.

If approved, the dividend will be paid out from 25 April 2019, with record date on 24 April 2019 and ex-dividend date on 23 April 2019.

Motion to confirm a Director’s appointment

Prysmian’s Board of Directors has also resolved to submit to the forthcoming AGM the proposal to confirm as Director Francesco Gori, who was co-opted on 18 September 2018 following Director Massimo Tononi’s resignation.

Share buy-back plan

The Board of Directors decided to submit to the forthcoming AGM a request for the authorisation to buy back and dispose of treasury shares, after revocation of the previous resolution approved by the AGM on 12 April 2018.

The plan envisages the possibility to buy back, in one or more tranches, a total number of shares not exceeding 10% of share capital, calculated taking account of treasury shares already purchased and not yet disposed of as per previous AGM’s resolutions. Treasury shares may be purchased within the limits of available reserves recognised from time to time in the most recently approved annual financial statements.

The plan has a maximum term of 18 months, commencing from the date of authorisation by the AGM.

The said authorisation will be requested to:

• create the Company’s portfolio of treasury shares (so-called “stock of shares”), including those already held by the Company, that can be used in any extraordinary transactions (e.g., mergers, de-mergers, purchase of equity investments);
• use the treasury shares acquired by exercising the rights ensuing from debt instruments, whether convertible or exchangeable for financial instruments issued by the Company, its subsidiaries or third-parties (e.g., takeover bids and/or share swaps);
• dispose of own shares in service of share-based incentive plans or share ownership plans reserved for Prysmian Group’s directors and/or employees;
• ensure effective management of the Company’s share capital, by creating investment opportunities also on the basis of available liquidity.

The buy-back and disposal of treasury shares will be performed in compliance with applicable laws and regulations in force:

i.   at a minimum price of no more than 10% below the stock’s official price during the trading session on the day before each transaction is undertaken;

ii. at a maximum price of no more than 10% above the stock’s official price during the trading session on the day before each individual transaction is undertaken.

At 5 March 2019, Prysmian S.p.A. directly and indirectly holds 5,096,883 own shares.

All relevant documentation required under applicable regulations will be made available to Shareholders and the public in the manner and within the terms set forth by applicable laws and regulations.

Group employee incentive plan

Having heard the favourable opinion of the Compensation, Nomination and Sustainability Committee, the Board of Directors has resolved to submit for approval to the forthcoming AGM a proposal for the adoption of several amendments and/or integrations to the long-term incentive plan reserved for Prysmian Group’s Management, initially envisaged for the 2018-2020 period and that has now been extended for the 2018-2021 period.

The amended plan envisages that in case pre-set performance conditions for the four-year period 2018-2021 are achieved, Company’s shares shall be granted to the Plan’s participants.

In 2018, the integration with General Cable Corporation, which was rapidly started after the closing at mid-year, continued to be implemented in line with the plans that envisage completion of the integration by 2021. The related synergies are also expected to be achieved by the same year. Against this background, the long-term incentive plan 2018-2020 has been the main retention tool, used in integrating General Cable Corporation’s key resources — in terms of expertise — in the Prysmian Group. However, the Projects business showed a series of operating issues in the execution phase, especially related to the Western Link project, which significantly affected the Group’s short-term performance.

The amendments to the plan are aimed at better aligning its characteristics to the Group’s new medium-term perspective (2021), strengthening the retention and motivation lever for the approximately 600 plan beneficiaries, who are a key asset for strategy execution and the achievement of expected results, while keeping a constant alignment with the interests of the shareholders.

The main amendments to the plan concern the period and performance terms, which are extended to include 2021; thus, the four-year plan will be in line with the integration roadmap. The lock-up period, which limits the sale of a portion of the shares in the Plan, is extended from two to three years. Moreover, in addition to the shares arising from the capital increase approved by the AGM on 12 April 2018, treasury shares will also be used in service of the Plan.

A condition of access to the Plan, which is solely share-based, is that participants defer a portion of their yearly bonus accrued for the years 2018, 2019 and 2020; such deferral is conditional upon the achievement of further economic and financial performance objectives, as well as objectives of value generation for the shareholders that are measured over the four-year period 2018-2021. In addition, the plan involves the free granting of shares, also conditional upon the achievement of multi-year economic and financial objectives, as well as objectives of value creation for the shareholders.

The plan further strengthens the shareholding participation of Prysmian Group’s Management at every level. The Management’s variable remuneration is largely based on shares and the Management is a stable shareholder of the Company.

The information memorandum relating to the proposed amendments to the incentive plan will be published within the terms provided for by the law.

Sustainability Report

The Board of Directors approved the Consolidated Non-Financial Statement (NFS) pursuant to Legislative Decree No. 254/16 containing the Company’s non-financial disclosures on areas specifically related to environmental, social and employee topics, as well as the respect for human rights and anti-corruption and bribery matters.

The NFS has been drawn up in accordance with the GRI Sustainability Reporting Standards (‘in accordance ‒ core’ option), issued by the Global Reporting Initiative (GRI) in 2016. In accordance with the 2017 NFS and the requirements set forth by Legislative Decree No. 254/16, the 2018 NFS includes approximately 60 GRI indicators and has been prepared taking into account all sustainability topics that are deemed material to the Group and its stakeholders and are presented in the materiality matrix, updated in 2018 through an internal stakeholder engagement event.

The NFS reports data and information regarding all the companies belonging to Prysmian Group as at 31 December 2018 and consolidated on a line-by-line basis in the annual Financial Statements. However, in accordance with the requirements set forth by Legislative Decree No. 254/16 and in light of the acquisition of General Cable finalised in financial year 2018, all plants and operations falling within Prysmian Group’s pre-acquisition consolidation area are recognised for the entire reporting period (January 2018 – December 2018), whereas those included in the former General Cable’s consolidation area are accounted for in the period starting from the date of acquisition (June 2018 - December 2018).

The NFS confirms that in 2018 Prysmian Group improved its performance in several environmental, social and economic areas. Within the environmental area, results were reported in: waste recycling (66% vs 50% in 2017); reuse of reels for cables transportation (>50% vs >40% in 2017), exceeding the 2020 target (40%) ahead of time; product families included in the calculation of CO₂ emissions (60% vs 5% in 2017); recyclable products acquired annually to support circular economy (86% vs >80% in 2017).

In addition, the Group improved its performance also in some aspects of the social area, mainly in the following areas: key position taken on following internal staff promotions (90% vs >80% in 2017), exceeding the >80% target set for 2020 ahead of time; women in executive positions (10.8% vs 6.4% in 2017).

In the reporting period, the Company provided over 350,000 training hours, in addition to more than 37,000 hours offered through Prysmian’s Training Academy, which were attended by approximately 900 employees.

Including General Cable’s contribution, Prysmian Group reported an economic value generated of €10,293 million. Investments amounted to €295 million and were aimed chiefly at strengthening the production capacity of higher value-added segments, i.e., optical fibres and submarine cables for transmission of data and energy. €105 million was invested in research & development, where the Group can boast over 50 partnerships with international universities and research institutes.

Prysmian Group continued to cooperate with international NGOs to implement projects aimed at developing local communities through the donation of cables, such as the construction — in partnership with Electriciens sans frontières — of photovoltaic installations in the village of Chiulo, Angola, to resolve the local hospital's severe energy shortage, and in Palermo, Italy, to provide electricity to a facility that is home to approximately one hundred individuals in situations of adversity. 

In light of the positive performance achieved in 2018 in all the three areas, the Group confirmed its inclusion in the main international sustainability indices and assessments, including the Dow Jones Sustainability Index and CDP.