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Compagnie Plastic Omnium SE

Quarterly Report Sep 2, 2013

1603_ir_2013-09-02_666c1b8b-6674-4860-a25a-4c1d8c318b90.pdf

Quarterly Report

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COMPAGNIE PLASTIC OMNIUM

2013 INTERIM FINANCIAL REPORT

CONTENTS

PAGE
STATEMENT BY THE PERSON RESPONSIBLE FOR THE INTERIM
FINANCIAL REPORT
2
INTERIM MANAGEMENT REPORT 3
-
6
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 7
-
46
STATUTORY AUDITORS' REPORT ON THE INTERIM FINANCIAL
INFORMATION
47
-
48

STATEMENT BY THE PERSON RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT

I declare that, to the best of my knowledge, (i) the financial statements for the first six months of 2013 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets and liabilities, financial position and results of the Company and the consolidated companies, and (ii) the accompanying interim management report includes a fair review of significant events of the past six months, their impact on the interim financial statements and the main related party transactions for the period, as well as a description of the main risks and uncertainties in the second half of the year.

Levallois, France – 23 July 2013

Laurent Burelle

Chairman and Chief Executive Officer

INTERIM MANAGEMENT REPORT

SIGNIFICANT EVENTS OF FIRST-HALF 2013

Continuing to develop in fast growing automobile-producing regions

Plastic Omnium is resolutely committed to expanding its manufacturing capacity in fast growing automobile-producing regions, in order to partner carmakers in their global development.

Ten new plants are under construction, mainly in the BRICs which will account for 70% of growth in world car production over the next five years. Four of these facilities will be dedicated to fuel systems and six to exterior automotive components. Two new paint lines are also being installed at existing exterior components plants, one in Mexico and the other in the United Kingdom.

These projects are part of the €1.2 billion capital expenditure program announced by the Group for deployment in growth regions over the period 2013-2016. In the first half of 2013, spending increased by 16% overall to €150 million.

Maintaining a commitment to research and development

On 6 June 2013, the cornerstone was laid for the α-Alphatech international research and development center of Inergy Automotive Systems, the world leader in fuel systems and tanks. The new 23,000 sq.m. facility is set on an eight-hectare site belonging to Plastic Omnium and located near the current Inergy Automotive Systems plant. It will be operational in September 2014. Representing an

investment of €60 million, α-Alphatec will bring together 450 employees currently divided between centers in Venette and Laval in central France, as well as the teams working at the research and development center in Brussels that is dedicated to electronics. All of these centers' employees are scheduled to move to the new site and support measures aimed at facilitating the transfer of employees from Laval and Brussels are now being deployed.

During the period, Plastic Omnium enhanced its offering of products that reduce vehicle weight and harmful emissions with the launch of the first entirely thermoplastic tailgate. Weighing three kilograms less than an equivalent metal part, the thermoplastic tailgate is 25% lighter.In addition, it allows greater styling flexibility and is 100% recyclable.

The all-thermoplastic tailgate represents a further improvement to Plastic Omnium's range of rear opening modules, which also includes thermoset composite tailgates and hybrid tailgates made with thermosetting resins and thermoplastics. This innovation makes for a comprehensive offering of products suited to carmakers with diverse design and weight reduction needs.

Plastic Omnium will produce more than one million tailgates worldwide in 2013 and plans to double the revenue generated by this product line over the next five years.

Production of the first SCR systems began in North America in first-half 2013. These systems reduce nitrous oxide emissions from diesel engines by injecting a urea solution called AdBlue®, which is stored in a separate tank, into exhaust fumes. Vaporized into minute particles, the solution reacts with nitrous oxide to create nitrogen and water. Developed by Inergy in 2006 and currently in production in Europe, the SCR system eliminates 95% of a diesel vehicle's NOx emissions and up to 8% of its CO2 emissions.

At Plastic Omnium Environment, a new 180-liter, thin-walled waste container has been developed that weighs 17% or 1.5 kilograms less than a standard bin and also significantly reduces cycle time.

Ongoing financing diversification strategy

In second-half 2012, the Company began diversifying its sources of financing, which until then had involved exclusively bank credit facilities, with the issue of Schuldschein and EuroPP private placement notes. The two issues enabled Plastic Omnium to raise €370 million over six years without any covenants. This strategy was pursued in 2013 with the completion on 21 May of a €500 million 7 year 2.875% inaugural bond issue for European investors, without any covenants or credit rating.

The net proceeds will be used to meet the general financing needs created by Plastic Omnium's growth strategy and will strengthen the Group's debt structure by extending the average maturity of debt and diversifying its sources of financing.

FIRST-HALF 2013 CONSOLIDATED RESULTS

Consolidated revenue amounted to €2,567.9 million for the six months ended 30 June 2013, a 7.4% rise over first-half 2012.

At comparable scope of consolidation and constant exchange rates (like-for-like), the increase was 8.5%.

The sharp increase in revenue may be analyzed as follows, by business and region:

In € millions First-half %
by business 2012 2013 change
Plastic Omnium Automotive 2,161.5 2,339.3 +8.2%
Plastic Omnium Environment 228.9 228.6 -0.1%
Consolidated revenue 2,390.4 2,567.9 +7.4%
in € millions and as % of revenue First-half %
by region 2012 2013 change
France 408.1 376.1 -7.8%
17% 15%
Rest of Western Europe 635.3 683.0 +7.5%
27% 27%
Eastern Europe 228.8 265.9 +16.2%
9% 10%
644.6 701.9 +8.9%
North America 27% 27%
South America and Africa 111.4 137.8 +23.7%
5% 5%
362.2 403.2 +11.3%
Asia 15% 16%
Consolidated revenue 2,390.4 2,567.9 +7.4%
100% 100%

Automotive – Revenue generated by Plastic Omnium Auto Exterior and Plastic Omnium Auto Inergy totaled €2,339.3 million, up 8.2% as reported and 9.4% like-for-like. By comparison, worldwide automobile production grew by 1.4% in the first half of 2013, compared with the prior-year period. This above-market performance was especially pronounced in the second quarter, when Automotive revenue rose by 14.2% like-for-like, compared with a 3.2% increase in global automobile production.

Growth was strong in Asia (13%), the Americas (11%) and Eastern Europe (14%). Revenue generated outside Western Europe accounted for 64% of the total.

In all, 58 new automotive programs were launched in first-half 2013 – a new record – of which 22 in Western Europe, 17 in Asia and 11 in the Americas.

In terms of customers, Plastic Omnium increased its sales to General Motors, which represented 16% of total Automotive revenue versus 15% in first-half 2012, and to Volkswagen, which accounted for 15% versus 14% in the prior-year period. In the first six months of 2013, German carmakers remained the Group's leading customers, accounting for 31% of revenue versus 30% in the year-earlier period, ahead of US carmakers (25%), French carmakers (23%) and Asian carmakers (16%).

Revenue for Plastic Omnium Environment was stable at €229 million. Business remained buoyant in France, where revenue grew by 5%. The decline in business outside France was mainly attributable to high 2012 comparatives reflecting the non-recurring impact of major contracts in Rio de Janeiro and Malaysia.

Gross profit amounted to €378.3 million, compared with €345.9 million in first-half 2012, representing 14.7% of revenue versus 14.5% .

Gross R&D spending rose to €124.2 million in first-half 2013 from €123 million in the year earlier period. The net spend – i.e. excluding capitalized development costs and amounts re-invoiced to customers – came to €57.3 million or 2.2% of revenue, versus €49.1 million in first-half 2012.

Selling costs amounted to €30.7 million compared with €30.2 million in the first six months of 2012, representing 1.2% of revenue versus 1.3%.

Administrative expenses totaled €100.1 million in first-half 2013, representing just 3.9% of revenue, versus 4.1% in first-half 2012.

Operating margin increased by 12.3% to €190.1 million, representing 7.4% of revenue, versus 7.1% of revenue in first-half 2012.

By business, operating margin may be analyzed as follows:

(in € millions) First-half First-half
2012 2013
PLASTIC OMNIUM AUTOMOTIVE 159.0 183.6
% of Division revenue 7.4% 7.8%
PLASTIC OMNIUM ENVIRONMENT 10.3 6.5
% of Division revenue 4 .5% 2.8%
TOTAL 169.3 190.1
% of total revenue 7.1% 7.4%

The Automotive businesses stepped up their sustained efforts to reduce production costs and overheads, especially in Western Europe. The Automotive plants in Eisenach, Germany and Herentals, Belgium, both of which produce exterior components, will be shut down on 1 August 2013 and their production transferred to other Plastic Omnium plants in Europe. In this environment shaped by high activity levels and disciplined cost management, Plastic Omnium Automotive generated operating margin of €183.6 million, representing 7.8% of revenue. This was an increase of 15.5% compared with the €159 million generated in first-half 2012.

Plastic Omnium Environment's operating margin stood at €6.5 million, representing 2.8% of revenue. The plan to adjust overheads launched in the first six months of 2013 will produce results in the second half of the year and the business should return to normal levels of profitability in 2014.

Other operating income and expenses represented a net expense of €15.0 million in first-half 2013, including mainly the cost of restructuring measures underway in the Automotive and Environment divisions.

Net finance costs and other financial income and expenses totaled €27.4 million, or 1.1% of revenue, versus 0.9% in first-half 2012.

Income tax expense amounted to €34.6 million, as in first-half 2012. The effective tax rate was 25%, versus 26% for the prior-year period.

Net profit climbed 6.4% to €104.3 million, representing 4.1% of revenue. Attributable net profit amounted to €96.4 million, up 1.8% on the first six months of 2012. Earnings per share stood at €1.97.

BALANCE SHEET AND CHANGE IN NET DEBT

EBITDA increased by 10.9% to €293 million, or 11.4% of revenue.

Funds from operations totaled €272 million, or 10.6% of revenue, amply covering capital expenditure for the period which was up 16% at €150 million.

Working capital requirement was reduced by a further €18 million. Free cash flow came to €81 million, representing 3.2% of revenue.

After €47 million in outlays for dividends and purchases of treasury stock, the Company's net debt was reduced to €375 million at 30 June 2013, from €390 million at 31 December 2012 and €464 million at 30 June 2012. Gearing stood at 43% while net debt was 0.6 times EBITDA.

RELATED PARTY TRANSACTIONS

Related parties at 30 June 2013 were unchanged from 31 December 2012 and related party transactions during the first half of 2013 were similar to those for the previous year.

OUTLOOK

In an automobile market that will probably trend more favorably in the second half, with global production expected to increase, Plastic Omnium will launch 49 programs for new vehicles and step up its spending on capital and innovation projects.

Together, these positive elements will help to drive further growth Plastic Omnium's revenue and earnings.

SECOND-HALF 2013 RISK FACTORS

Risk factors for the last six months of the year are the same as those described in the management report for the year ended 31 December 2012.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED 30 JUNE 2013

CONSOLIDATED BALANCE SHEET

(in thousands of euros) Note(s) 30 June 2013 31 December 2012
ASSETS
Goodwill 3.1.2 - 5.1.1 335,591 335,525
Intangible assets 3.1.2 345,807 350,245
Property, plant and equipment 3.1.2 923,945 897,126
Investment property 15,200 15,200
Investments in associates 3.1.2 7,627 6,282
Available-for-sale financial assets* # 2,137 2,734
Other non-current financial assets* 5.1.2 60,617 60,518
5.1.3 - 5.2.4.4
Deferred tax assets 65,323 74,871
TOTAL NON-CURRENT ASSETS 1,756,247 1,742,501
Inventories 3.1.2 - 5.1.4 282,689 271,791
Finance receivables – current portion * 5.1.5 - 5.2.4.4 42,326 40,036
Trade receivables 3.1.2 - 5.1.6.(2) - (4) 680,188 561,975
Other receivables 3.1.2 - 5.1.6.(3) - (4) 212,762 204,008
Other short-term financial receivables* 5.1.5 - 5.2.4.4 1,509 1,777
Hedging instruments* 3.1.2 - 5.2.4.4 - 5.2.5 672 314
Cash and cash equivalents* 5.1.7 609,401 328,089
TOTAL CURRENT ASSETS 1,829,547 1,407,990
Assets held for sale 2.4 - 1,210
TOTAL ASSETS 3,585,794 3,151,701
EQUITY AND LIABILITIES
Capital 5.2.1.1 8,782 8,782
Treasury stock (33,822) (28,556)
Additional paid-in capital 65,913 65,913
Retained earnings and revaluation reserve 679,245 555,615
Profit for the period 96,364 173,382
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 816,482 775,136
Non-controlling interests 34,623 41,870
TOTAL EQUITY 851,105 817,006
Long-term borrowings* 5.2.4.4 937,530 605,086
Provisions for pensions and other post-employment benefits 5.2.3 85,824 80,352
Long-term provisions 5.2.3 14,616 12,218
Government grants 12,861 13,195
Deferred tax liabilities 37,583 55,915
TOTAL NON-CURRENT LIABILITIES 1,088,414 766,766
Bank overdrafts* 5.1.7.2 - 5.2.4.4 - 6.2 53,866 6,864
Short-term borrowings* 5.2.4.4 - 6.2 88,252 186,952
Other short-term debt* 5.2.4.4 - 6.2 459 3,382
Hedging instruments* 5.2.4.4 - 5.2.5 - 6.2 10,655 20,420
Short-term provisions 5.2.3 58,686 52,990
Current portion of government grants 263 276
Trade payables 5.2.6.(1) - (3) - 6.2 889,853 792,860
Other operating liabilities 5.2.6.(2) - (3) 544,241 504,185
TOTAL CURRENT LIABILITIES 1,646,275 1,567,929
Liabilities related to assets held for sale 2.4 -
TOTAL EQUITY AND LIABILITIES 3,585,794 3,151,701

(*) : Net debt stood at €374.6 million at 30 June 2013 compared with €389.8 million at 31 December 2012 (see note 5.2.4.4.).

(#) : Of which €1,648 thousand at 30 June 2013 and €2,148 thousand at 31 December 2012, corresponding to contributions to France's Tier 2 Automotive OEM Modernization Fund (FMEA2) that were included in the calculation of net debt at those dates (see note 5.1.2).

CONSOLIDATED INCOME STATEMENT

(in thousands of euros) Note(s) First-half
2013
% First-half
2012
%
REVENUE 3.1.1 - 3.2 2,567,897 100% 2,390,373 100%
Cost of sales 4.2 (2,189,643) -85.3% (2,,044,514) -85.5%
GROSS PROFIT 378,254 14.7% 345,859 14.5%
Net research and development costs 4.1 - 4.2 (57,336) -2.2% (49,094) -2.1%
Selling costs 4.2 (30,686) -1.2% (30,222) -1.3%
Administrative expenses 4.2 (100,093) -3.9% (97,280) -4.1%
OPERATING MARGIN BEFORE AMORTIZATION OF
INTANGIBLE ASSETS ACQUIRED IN BUSINESS
COMBINATIONS*
3.1.1 190,138 7.4% 169,263 7.1%
Amortization of intangible assets acquired in business combinations* 4.3 (9,365) -0.4% (9,051) -0.4%
OPERATING MARGIN AFTER AMORTIZATION OF
INTANGIBLE ASSETS ACQUIRED IN BUSINESS
COMBINATIONS*
3.1.1 180,773 7.0% 160,212 6.7%
Other operating income 3.1.1 - 4.4 1,046 0.0% 16,345 0.7%
Other operating expenses 3.1.1 - 4.4 (16,056) -0.6% (21,961) -0.9%
Finance costs 4.5 (22,637) -0.9% (17,144) -0.7%
Other financial income and expenses, net 4.5 (4,739) -0.2% (4,882) -0.2%
Share of profit/(loss) of associates 532 - (121) -
PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME
TAX
3.1.1 138,918 5.4% 132,449 5.5%
Income tax 4.6 (34,596) -1.3% (34,469) -1.4%
NET PROFIT FROM CONTINUING OPERATIONS 3.1.1 104,322 3.9% 97,980 4.1%
Net income from discontinued operations - - - -
NET PROFIT 3.1.1 104,322 3.9% 97,980 4.1%
Net profit attributable to non-controlling interests 7,957 0.3% 3,253 0.1%
Net profit attributable to owners of the parent 96,364 3.6% 94,727 4.0%
Earnings per share attributable to owners of the parent
Basic earnings per share (in euros)** 4.7 1.97 1.97
Diluted earnings per share (in euros)*** 4.7 1.92 1.91
Earnings per share from continuing operations attributable to owners of the
parent
Basic earnings per share (in euros)** 4.7 1.97 1.97
Diluted earnings per share (in euros)*** 4.7 1.92 1.91

* Intangible assets acquired in business combinations.

** Basic earnings per share are calculated using the weighted average number of shares outstanding less the weighted average number of shares held in treasury stock.

*** Diluted earnings per share are determined after excluding the weighted average number of shares held in treasury stock deducted from equity and including shares to be issued on exercise of stock options.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in thousands of euros) First-half 2013 First-half 2012
Total Gross Tax Total Gross Tax
Net profit for the period attributable to owners of the
parent
96,364 128,730 (32,366) 94,727 127,946 (33,219)
Translation differences (6,086) (6,086) - 9,261 9,261 -
Gains/(losses) for the period (6,086) (6,086) - 9,261 9,261 -
Reclassified to the income statement - - - - - -
Actuarial gains/(losses) recognized in equity (1,521) (2,858) 1,337 (2,617) (3,200) 583
Cash flow hedges 2,779 4,168 (1,389) (3,924) (5,771) 1,847
Gains/(losses) for the period – Interest rate instruments
Reclassified to the income statement – Interest rate
2,912 4,368 (1,456) (3,569) (5,238) 1,669
instruments (353) (530) 177 (355) (533) 178
Gains/(losses) for the period – Currency instruments 220 330 (110) - - -
Other comprehensive income (4,828) (4,776) (52) 2,720 290 2,430
Comprehensive income attributable to owners of the
parent
91,536 123,954 (32,418) 97,447 128,236 (30,789)
Net profit for the period attributable to non-controlling
interests
7,958 10,188 (2,230) 3,253 4,501 (1,248)
Translation differences (1,019) (1,019) - 651 651 -
(1,019) (1,019) - 651 651 -
Gains/(losses) for the period
Reclassified to the income statement
- - - - - -
Other comprehensive income (1,019) (1,019) - 651 651 -
Total comprehensive income 98,475 133,123 (34,648) 101,351 133,388 (32,037)
---------------------------- -------- --------- ---------- --------- --------- ----------

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Equity
(in thousands of euros or
thousands of shares,
where appropriate)
Number
of
shares
Capital Additional
paid-in
capital
Treasury
stock
Other
reserves
and
retained
earnings*
Translation
differences
Net profit
for the
period
Attributable
to owners
of the
parent
Attributable
to non
controlling
interests
Total
equity
Equity at 31 December
2011
52,584 8,939 82,968 (44,403) 428,168* 7,661 164,695 648,028 76,600 724,628
Appropriation of 2011
net profit
164,695 (164,695) - -
First-half 2012 net profit 94,727 94,727 3,253 97,980
Other comprehensive
income
Exchange differences on
- - - - (6,152) 8,872 - 2,720 651 3,371
translating foreign
operations
Actuarial gains/(losses)
389 8,872 9,261 651 9,912
recognized in equity
Cash flow hedges –
(2,617) (2,617) - (2,617)
interest rate instruments (3,924) (3,924) (3,924)
Comprehensive income
Treasury stock
- - - - 158,543 8,872 -69,968 97,447 3,904 101,351
transactions
Changes in scope of
- - (3,266) (3,266) (3,266)
consolidation **
Dividends paid by
15,660 15,660 (36,275) (20,615)
Compagnie Plastic
Omnium
(33,566) (33,566) - (33,566)
Dividends paid by other
Group companies
- - (4,467) (4,467)
Stock option costs 666 666 666
Equity at 30 June 2012
Second-half 2012 net
52,584 8,939 82,968 (47,669) 569,471* 16,533 94,727 724,969 39,762 764,731
profit
Other comprehensive
78,655 78,655 4,868 83,523
income
Exchange differences on
- - - - (6,004) (16,924) - (22,928) (779) (23,707)
translating foreign
operations
137 (16,924) (16,787) (779) (17,566)
Actuarial gains/(losses)
recognized in equity
(5,129) (5,129) (5,129)
Cash flow hedges –
interest rate instruments
(1,138) (1,138) (1,138)
Cash flow hedges –
currency instruments
(207) (207) (207)
Fair value adjustments
to property, plant and
equipment 333 333 333
Comprehensive income
Treasury stock
- - - - (6,004) -16,924 78,655 55,727 4,089 59,816
transactions
Capital reduction
(cancellation of treasury
- - 1,900 2,307 4,207 4,207
stock) (925) (157) (17,055) 17,212 - - -
Tax effect of treasury
stock transactions
(2,918) (2,918) (2,918)
Changes in scope of
consolidation**
(5,884) (5,884) (1,494) (7,378)
Dividends paid by
Compagnie Plastic
Omnium
- - - -
Dividends paid by other
Group companies
- - (487) (487)
Stock option costs 554 554 554
Deferred taxes on stock
options
(1,519) (1,519) (1,519)
Equity at 31 December
2012
51,659 8,782 65,913 (28,556) 556,007* (391) 173,382 775,136 41,870 817,006
COMPAGNIE PLASTIC OMNIUM – 2013 Interim Report
Appropriation of 2012
net profit
173,382 (173,382) - -
First-half 2013 net profit
Other comprehensive
96,364 96,364 7,958 104,322
income
Exchange differences on
translating foreign
- - - - (1,478) (3,350) - (4,828) (1,019) (5,847)
operations
Actuarial gains/(losses)
(2,736) (3,350) (6,086) (1,019) (7,105)
recognized in equity
Cash flow hedges –
(1,521) (1,521) - (1,521)
interest rate instruments
Cash flow hedges –
2,559 2,559 2,559
currency instruments 220 220 220
Comprehensive income - - - - 171,904 (3,350 (77,018 91,536 6,939 98,475
Treasury stock
transactions
Capital reduction
- - - -
(cancellation of treasury
stock)
Tax effect of treasury
stock transactions
(4,824) - (4,824)
-
(4,824)
-
Changes in scope of
consolidation**
Dividends paid by
(8,851) (8,851) (8,964) (17,815)
Compagnie Plastic
Omnium
(37,267) (37,267) - (37,267)
Dividends paid by other
Group companies
- - (5,222) (5,222)
Stock option costs 752 752 752
Equity at 30 June 2013 51,659 8,782 65,913 (33,380) 682,545* (3,741) 96,364 816,482 34,623 851,105

* See note 5.2.1.2 for details of "Other reserves and retained earnings".

** See note 5.2.1.3 for details of "Changes in scope of consolidation".

# Actuarial gains and losses for the period correspond to the impact of applying IAS 19R for €2,163 thousand after tax (€3,250 thousand before tax at 1 January 2012 and €2,764 thousand before tax at 31 December 2012), and to the impact of the decrease in the US tax rate to 35% from 38.5%.

The 2012 dividend paid by Compagnie Plastic Omnium in the first half of 2013 was €0.76 per share compared with the 2011 dividend of €0.69 per share distributed in 2012.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros) Note(s) First-half
2013
2012 First-half
2012 µ
I – CASH FLOWS FROM OPERATING ACTIVITIES
Net profit 3.1.1 104,322 181,503 97,980
Non-cash items 167,429 292,601 145,739
Net income from discontinued operations - (243) -
Share of (profit)/loss of associates (532) 1,220 121
Stock option expense 752 (7,175) 666
Other adjustments (1,566) 122,009 1,888
Depreciation and provisions for impairment of property, plant and equipment 3.1.3 60,674 73,831 59,752
Amortization and provisions for impairment of intangible assets 3.1.3 39,163 10,000 36,385
Negative goodwill 4.4 - (8,996) (7,479)
Changes in provisions 13,127 (28,986) (33,197)
Net (gains)/losses on disposals of non-current assets 4.4.# 521 38,223 38,590
Proceeds from operating grants recognized in the income statement (493) (1,626) (570)
Current and deferred taxes
Interest expense
4.6 34,596
21,187
62,313
32,031
34,333
15,250
FUNDS FROM OPERATIONS (A) 271,751 474,104 243,719
Change in inventories and work-in-progress - net
Change in trade receivables - net
(14,952)
(125,647)
(13,288)
(133,155)
(28,214)
(171,322)
Change in trade payables 126,367 184,208 181,855
Change in other operating assets and liabilities - net 31,790 24,192 38,140
CHANGE IN WORKING CAPITAL (B) 17,558 61,957 20,459
TAXES PAID (C) (42,805) (75,673) (45,596)
Interest paid (17,648) (34,278) (18,951)
Interest received 2,616 2,897 2,423
NET INTEREST PAID (D) (15,032) (31,381) (16,528)
NET CASH GENERATED BY OPERATING ACTIVITIES (A+B+C+D) 231,472 429,007 202,053
II – CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of property, plant and equipment 3.1.3 (93,547) (213,994) (96,293)
Acquisitions of intangible assets 3.1.3 (39,522) (95,580) (58,195)
Proceeds from disposals of property, plant and equipment 4.4.# 3,013 21,311 17,274
Proceeds from disposals of intangible assets
Net change in advances to suppliers of fixed assets
4.4.# 700
(21,355)
1,068
25,801
1,595
7,470
Government grants received 255 167 (645)
NET CASH USED IN OPERATIONS-RELATED INVESTING ACTIVITIES (E) (150,456) (261,227) (128,794)
FREE CASH FLOW (A+B+C+D+E)* 81,016 167,780 73,259
Acquisitions of subsidiaries and associates 5.1.8.1.a (577) (26,396) (18,047)
Acquisitions of available-for-sale financial assets - -133 63
Proceeds from disposals of shares in subsidiaries and associates 4.4 - 5.1.8.2 .a - 20,608 20,608
Proceeds from disposals of available-for-sale financial assets 4.4.# - - -
Impact of changes in scope of consolidation (newly consolidated companies) - 4,701 4,701
Impact of changes in scope of consolidation (deconsolidations) - - -
NET CASH USED IN FINANCIAL INVESTING ACTIVITIES (F) (577) (1,220) 7,325
NET CASH USED IN INVESTING ACTIVITIES (E+F) (151,033) (262,447) (121,469)
III – CASH FLOWS FROM FINANCING ACTIVITIES
Capital increase/(reduction)
(Purchases)/sales of treasury stock, net
-
(4,824)
-
941
-
(3,266)
Dividends paid to Burelle SA** (22,020) (19,992) (19,992)
Dividends paid to other shareholders*** (20,469) (18,527) (18,041)
Acquisitions of non-controlling interests 5.1.8.1.b (17,790) (35,571) (28,200)
Proceeds from disposals of non-controlling interests 4.4.# - 5.1.8.2.b - 2,880 2,880
Proceeds from new borrowings 506,880 474,225 134,558
Repayment of borrowings (284,995) (406,287) (120,864)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (G) 156,782 (2,331) (52,925)
Discontinued operations (H) - - -
Effect of exchange rate changes (I) (2,911) (3,205) 1,773
NET CHANGE IN CASH AND CASH EQUIVALENTS (A+B+C+D+E+F+G+H+I) 234,310 161,024 29,432
NET CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5.1.7.2 321,225 160,201 160,201
NET CASH AND CASH EQUIVALENTS AT END OF PERIOD 5.1.7.2 555,535 321,225 189,633

µ In accordance with IAS 7, paragraphs 42A and 42B, the first-half 2012 cash flow statement has been restated in line with the financial statement presentation applied by the Group as of 31 December 2012 (IFRS 3R), with transactions relating to noncontrolling interests reclassified to "Financing activities" from "Financial investing activities".

* Free cash flow is calculated on a basis specific to Plastic Omnium and excludes cash flows from financial investing activities. It is used in all external financial reporting (press releases) and in annual and interim results presentations.

** In 2013 and 2012, the Burelle SA dividends were paid in full by Compagnie Plastic Omnium.

*** In first-half 2013, dividends paid to other shareholders included €15,247 thousand (first-half 2012: €13,574 thousand) paid by Compagnie Plastic Omnium. Total dividends paid by the Company in first-half 2013 therefore amounted to €37,267 thousand (firsthalf 2012: €33,566 thousand).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Plastic Omnium's consolidated financial statements for the six months ended 30 June 2013 were approved by the Board of Directors on 23 July 2013.

PRESENTATION OF THE GROUP

Compagnie Plastic Omnium, a company governed by French law, was set up in 1946. The bylaws stipulate that its term ends on 24 April 2112, as extended by the 12th resolution adopted at the Annual Shareholders Meeting of 25 April 2013. The Company is registered in the Lyon Companies Register under number 955 512 611 and its registered office is at 19, avenue Jules Carteret, 69007 Lyon.

The expressions "Plastic Omnium", "the Group" and "the Plastic Omnium Group" all refer to the group of companies comprising Compagnie Plastic Omnium and its consolidated subsidiaries.

Plastic Omnium is a world leader in plastics with two core businesses – Automotive (vehicle body components and modules, and fuel storage and distribution systems) and Environment (on-site waste handling and road signage for local authorities) – which account for 91.1% and 8.9% respectively of consolidated revenue.

Plastic Omnium shares have been traded on the Paris Stock Exchange since 1965. Listed on Eurolist in compartment A since 17 January 2013, they are included in the SBF 120 index and, since 21 March 2011, the CAC Mid 60 index. The Group's main shareholder is Burelle SA, which owned 56.09% of outstanding shares (59.31% excluding treasury stock) at 30 June 2013.

1 – ACCOUNTING POLICIES

1.1 Basis of preparation

The condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared in accordance with IAS 34 – Interim Financial Reporting.

These condensed interim consolidated financial statements do not include all of the information required of annual financial statements and should therefore be read in conjunction with the consolidated financial statements for the year ended 31 December 2012.

The accounting policies applied to prepare these condensed interim consolidated financial statements are the same as those used in 2012, as described in Note 1 to the 2012 consolidated financial statements, except for the amendments applicable in annual periods beginning on or after 1 January 2013. In particular, the amendments to IAS 19 – Employee Benefits were applied in the first half of 2013. The impact of their first-time adoption is not material, as noted in the 2012 consolidated financial statements, and has therefore been recognized in first-half 2013 (see note 5.2.3 "Provisions") without restating the 2012 comparative information.

The Group has not early adopted those standards, interpretations or amendments to standards whose application is optional for annual periods beginning on or after 1 January 2013. These include IFRS 10 – Consolidated Financial Statements, IFRS 11 – Joint Arrangements, IFRS 12 – Disclosure of Interests in Other Entities, IAS 28 – Investments in Associates and Joint Ventures (IAS 28R) and related amendments, which will be applicable in the European Union as from 1 January 2014. Their application will have an impact on the consolidated financial statements because joint ventures are currently consolidated by the proportionate method.

1.2 Preparation of interim consolidated financial statements

Income tax

Current and deferred tax for the first six months of the year is determined based on an estimated annual tax rate, which is applied to profit before tax for the period excluding any material non-recurring items.

Post-employment benefit obligations

Post-employment benefit obligations for the period are considered to represent one half of the net obligation calculated for 2013 based on actuarial estimates and assumptions applied at 31 December 2012.

The change in discount rates over the first six months of 2013 had no material impact on the amount of the obligation recorded for the period.

Seasonality of operations

Plastic Omnium's operations are not seasonal in nature.

1.3 Use of estimates and assumptions

The preparation of the financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities. At 30 June 2013, estimates and assumptions that could lead to a material adjustment to the carrying amount of assets and liabilities mainly concerned deferred taxes and goodwill.

Goodwill is tested for impairment at each year-end and whenever there is objective evidence that it may be impaired. Impairment tests are based on value in use, which is calculated as the present value of future cash flows. The main assumptions used to determine the recoverable amounts of the Group's cash generating units (CGUs) at 31 December 2012 are described in the notes to the 2012 consolidated financial statements. Note than a 0.5-point increase in the discount rate or a 0.5-point decrease in the long-term growth rate would not have had any material impact on the outcome of impairment tests carried out at 31 December 2012.

No indications of impairment were identified by the Group during the period, which was shaped by strong demand and a healthy outlook. As a result, no impairment tests were carried out at 30 June 2013.

2 - SIGNIFICANT EVENTS OF THE PERIOD

2.1 Buy-out of non-controlling interests in China's Jiangsu Xieno Automotive Components Co. Ltd

On 29 January 2013, the Group bought out its partner Xietong's interest in the Chinese joint venture Jiangsu Xieno Automotive Components Co. Ltd. Title to the shares was transferred immediately, increasing the Group's interest to 100%.

This acquisition of non-controlling interests had no impact on the consolidation method applied to this company as it was already controlled by the Group.

The impact of the transaction on consolidated equity attributable to owners of the parent was a negative €8,831 thousand.

2.2 Inaugural bond issue

On 21 May 2013, Compagnie Plastic Omnium issued €500 million in bonds to European investors, without any covenants or credit rating.

For details on the bond issue, see note 5.2.4.2 "Borrowings: private placement notes and bonds".

2.3 Effect of acquisitions completed in 2012

There is no new information to report concerning acquisitions completed in 2012. These included:

  • The partnership agreement with Russia-based Detalstroykonstruktsiya in connection with the creation of DSK Plastic Omnium BV.
  • The buy-out of Varroc Polymers Private Ltd's non-controlling (40%) interest in the Plastic Omnium Varroc Private Ltd joint venture.

2.4. Disposal of assets and related liabilities classified as held for sale

At 30 June 2013, there were no longer any assets and related liabilities classified as held for sale. The only asset classified as held for sale at 31 December 2012 was the Blenheim plant operated by the Automotive subsidiary Inergy Automotive Systems Canada Inc. The sale was completed on 29 January 2013 for an amount of CAD 1,650 thousand (€1,255 thousand). .

30 June 2013 31 December 2012
Assets held for Assets held for
sale/liabilities related to sale/liabilities related to
assets held for sale assets held for sale
(in thousands of euros) Total Total Blenheim
Buildings, fixtures and fittings 1,210 1,210
Assets held for sale 1,210 1,210
Liabilities related to assets held for sale None - -
Net assets held for sale 1,210 1,210

3-SEGMENT INFORMATION

3.1 Information by reportable segment

The following tables present data for each segment, with an "Unallocated items" column corresponding to intersegment eliminations and amounts that are not allocated to a specific segment (for example, holding company activities). The data in this column are presented in order to reconcile segment information to the Group's financial statements. Finance costs and other financial income and expenses, income tax expense and profits/(losses) of associates are accounted for at Group level and are not allocated to the segments. Intersegment transactions are carried out on an arm's length basis.

3.1.1 Consolidated income statement by reportable segment

First-half
2013
(in thousands of euros)
Automotive Environment Unallocated
items*
Consolidated
total
Sales to third parties 2,339,754 228,665 (522) 2,567,897
Sales between segments (452) (70) 522 0
REVENUE 2,339,302 228,595 0 2,567,897
% of revenue 91.1% 8.9% 100%
OPERATING MARGIN BEFORE AMORTIZATION OF
INTANGIBLE ASSETS ACQUIRED IN BUSINESS COMBINATIONS
% of segment revenue
183,704
7.9%
6,434
2.8%
190,138
7.4%
Amortization of intangible assets acquired in business combinations (9,365) 0 (9,365)
OPERATING MARGIN AFTER AMORTIZATION OF INTANGIBLE
ASSETS ACQUIRED IN BUSINESS COMBINATIONS
174,339 6,434 180,773
% of segment revenue 7.5% 2.8% 7.0%
Other operating income 1,046 1,046
Other operating expenses (14,497) (1,560) (16,057)
% of segment revenue (0.6)% (0.7)% (0.6)%
Finance costs, net (22,637)
Other financial income and expenses, net (4,739)
Share of profit/(loss) of associates 532
PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME
TAX
138,918
Income tax (34,596)
NET PROFIT FROM CONTINUING OPERATIONS 104,322
Net income from discontinued operations
NET PROFIT 104,322
First-half
2012
Automotive Environment Unallocated
items*
Consolidated
total
(in thousands of euros)
Sales to third parties 2,162,306 229,731 (1,664) 2,390,373
Sales between segments (807) (857) 1,664 0
REVENUE 2,161,499 228,874 0 2,390,373
% of revenue 90.4% 9.6% 100%
OPERATING MARGIN BEFORE AMORTIZATION OF
INTANGIBLE ASSETS ACQUIRED IN BUSINESS COMBINATIONS
% of segment revenue
158,976
7.5%
10,287
4.5%
169,263
7.1%
Amortization of intangible assets acquired in business combinations (9,051) 0 (9,051)
OPERATING MARGIN AFTER AMORTIZATION OF INTANGIBLE
ASSETS ACQUIRED IN BUSINESS COMBINATIONS
149,925 10,287 160,212
% of segment revenue 6.9% 4.5% 6.7%
Other operating income 14,787 1,558 16,345
Other operating expenses (16,221) (5,740) (21,961)
% of segment revenue (0.1)% (1.8)% (0.2)%
Finance costs, net (17,144)
Other financial income and expenses, net (4,882)
Share of profit/(loss) of associates (121)
PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME
TAX
132,449
Income tax (34,469)
NET PROFIT FROM CONTINUING OPERATIONS 97,980
Net income from discontinued operations -
NET PROFIT 97,980

(*) : "Unallocated items" correspond to inter-segment eliminations and amounts that are not allocated to a specific segment (for example, holding company activities). This column is included to enable segment information to be reconciled to the Group's financial statements.

3.1.2 Consolidated balance sheet data by reportable segment

(in thousands of euros) Automotive
Net amounts
Environment Unallocated
items
Consolidated total
30 June 2013
Goodwill 185,672 146,959 2,960 335,591
Intangible assets 315,024 18,954 11,829 345,807
Property, plant and equipment 793,239 77,877 52,829 923,945
Investment property - - 15,200 15,200
Inventories 233,284 49,405 - 282,689
Trade receivables 605,297 74,350 541 680,188
Other receivables 179,710 14997 18,055 212,762
Finance receivables* (C) 72,909 7,976 - 80,885
Current accounts and other financial assets (D) (300,141) 2,859 320,849 23,567
Available-for-sale financial assets – FMEA 2 (F) - - 1,648 1,648
Hedging instruments (E) - - 672 672
Net cash and cash equivalents** (A) 192,547 7536 355,452 555,535
Total segment assets 2,277,541 400,913 780,035 3,458,489
Borrowings (B) 89,422 14,565 932,909 1,036,896
Segment liabilities 89,422 14,565 932,909 1,036,896
Segment net debt = (B – A – C – D – E – F)*** 124,107 (3,807) 254,289 374,589
(in thousands of euros) Automotive
Net amounts
Environment Unallocated
items
Consolidated total
31 December 2012
Goodwill 185,377 147,188 2,960 335,525
Intangible assets 318,553 19,738 11,954 350,245
Property, plant and equipment 766,383 80,933 49,810 897,126
Investment property - - 15,200 15,200
Inventories 223,736 48,055 - 271,791
Trade receivables 494,808 64,959 2,208 561,975
Other receivables 176,913 12,245 14,850 204,008
Finance receivables* (C) 70,554 8,289 - 78,843
Current accounts and other financial assets (D) (275,371) 18,254 280,605 23,488
Available-for-sale financial assets – FMEA 2 (F) - - 2,148 2,148
Hedging instruments (E) - - 314 314
Net cash and cash equivalents** (A) 207,333 12,047 101,845 321,225
Total segment assets 2,168,286 411,708 481,894 3,061,888
Borrowings (B) 106,014 17,158 692,668 815,840
Segment liabilities 106,014 17,158 692,668 815,840
Segment net debt = (B – A – C – D – E – F)*** 103,498 (21,432) 307,756 389,822

* At 30 June 2013, finance receivables included €38,559 thousand reported in the balance sheet under "Other noncurrent financial assets" and €42,326 thousand reported under "Finance receivables – current portion".

At 31 December 2012, finance receivables included €38,807 thousand reported in the balance sheet under "Other non-current financial assets" and €40,036 thousand reported under "Finance receivables – current portion".

See also note 5.2.4.4.

** Net cash and cash equivalents as reported in the statement of cash flows. See also note 5.1.7.2.

*** See note 5.2.4.1 concerning the net debt indicator used by the Group and note 5.2.4.4 concerning net debt.

3.1.3 Other consolidated information by reportable segment

(in thousands of euros) Automotive Environment Unallocated items Consolidated
total
First-half 2013
Acquisitions of intangible assets 37,642 981 899 39,522
Capital expenditure (including acquisitions of investment property) 82,967 5,974 4,606 93,547
Depreciation and amortization expense* 88,778 8,636 2,424 99,838
First-half 2012
Acquisitions of intangible assets 55,126 1,561 1,508 58,195
Capital expenditure (including acquisitions of investment property) 89,154 6,594 545 96,293
Depreciation and amortization expense* 85,049 9,512 1,577 96,138

* This item corresponds to depreciation, amortization and impairments of property, plant and equipment and intangible assets, including intangible assets acquired in business combinations.

3.2. Information by geographic region - Revenue

The following table shows revenue generated by the Group's subsidiaries in the regions indicated.

Information by geographic region

(in thousands of euros) First-half
2013
% First-half
2012
%
France 376,099 14.6% 408,079 17.1%
North America 701,920 27.3% 644,559 27.0%
Europe excluding France 948,875 37.0% 864,108 36.1%
South America 112,973 4.4% 89,317 3.7%
Africa 24,856 1.0% 22,105 0.9%
Asia 403,174 15.7% 362,205 15.2%
Total 2,567,897 100% 2,390,373 100%

Information on the ten countries that are the largest contributors to revenue

(in thousands of euros) First-half
2013
% First-half
2012
%
United States 488,612 19.0% 457,973 19.2%
France 376,099 14.6% 408,079 17.1%
Germany 277,785 10.8% 256,523 10.7%
Mexico 179,166 7.0% 149,342 6.2%
Spain 177,305 6.9% 152,557 6.4%
China 161,510 6.3% 132,603 5.5%
United Kingdom 134,899 5.3% 126,997 5.3%
Slovakia 129,182 5.0% 121,938 5.1%
South Korea 89,215 3.5% 85,744 3.6%
Brazil 67,307 2.6% 47,017 2.0%
Other 486,817 19.0% 451,600 18.9%
Total 2,567,897 100% 2,390,373 100%

4- NOTES TO THE INCOME STATEMENT

4.1. Research and development costs

The following table analyzes research and development expenditure incurred in first-half 2013 and first-half 2012, as well as the percentage of revenue it represents.

(in thousands of euros) First-half
2013
% First-half
2012
%
Research and development costs
Of which capitalized development costs and research and development
(124,158)
66,822
(4.8)%
2.6%
(122,982)
73,888
(5.1)%
3.1%
costs billed to customers
Net research and development costs
(57,336) (2.2)% (49,094) (2.1)%

4.2 Cost of sales, development, selling and administrative costs

(in thousands of euros) First-half
2013
First-half
2012
Cost of sales includes:
Raw materials (purchases and changes in inventory) (1,674,977) (1,569,711)
Direct production outsourcing (6,281) (5,191)
Utilities and fluids (46,582) (44,575)
Employee benefits expense (258,543) (252,155)
Other production costs (136,574) (110,942)
Proceeds from the sale during the period of waste containers leased to customers under
operating leases*
252 952
Carrying amount of waste containers leased to customers under operating leases that were
sold during the period*
(223) (886)
Depreciation (58,759) (58,355)
Provisions (7,956) (3,651)
Total (2,189,643) (2,044,514)
Research and development costs include:
Employee benefits expense (64,290) (59,067)
Amortization of capitalized development costs (28,485) (25,543)
Other 35,439 35,516
Total (57,336) (49,094)
Selling costs include:
Employee benefits expense (21,014) (19,967)
Depreciation and provisions (273) (296)
Other (9,399) (9,959)
Total (30,686) (30,222)
Administrative costs include:
Employee benefits expense (58,944) (56,183)
Other administrative expenses (37,719) (37,691)
Depreciation (3,538) (3,237)
Provisions 108 (169)
Total (100,093) (97,280)

(*): See "Gains/(losses) on disposals of non-current assets" in note 4.4.

4.3 Amortization of intangible assets acquired in business combinations

This item corresponds to the recurring impact of applying the acquisition method to Inergy (acquired in 2010) and Ford Milan (Michigan) (acquired in 2011).

(in thousands of euros) First-half
2013
First-half
2012
Brands (175) (175)
Contractual customer relationships (9,190) (8,876)
Total amortization of intangible assets acquired in business combinations (9,365) (9,051)

4.4. Other operating income and expenses

(in thousands of euros) First-half
2013
First-half
2012
Gains/(losses) on disposals of non-current assets # (529) (733)
Employee downsizing plans(1) (9,514) (1,642)
Impairment of non-current assets (410) (761)
Pre-start-up costs at new plants (562) (2,608)
Provisions for charges 287 (1,119)
Litigation - (1,902)
Foreign exchange gains/(losses) on operating activities (3,303) (109)
Impact of acquisitions
Acquisition of Ford Milan (Michigan) and financing received from Ford - 7,479
Related fees and expenses (486) (1,212)
Other(2) (493) (3,009)
Total operating income and expenses, net (15,010) (5,616)
- of which total other operating income 1,046 16,345
- of which total other operating expense (16,056) (21,961)

First-half 2013:

(1): Employee downsizing plans

Downsizing plans mainly concerned the Automotive Division's plants in Herentals (Belgium), Eisenach-Thuringe (Germany), Compiègne-Laval (France) and St Désirat (France).

(2): Other

The Eurovia transaction was completed in 2012. No additional impact relating to this transaction was recognized in the first half of 2013. The amount reported under this item in first-half 2013 corresponds to various non-material transactions.

First-half 2012:

(2): Other

This item includes the effects of unwinding the Eurovia partnership, most of which were accrued in the prior-period accounts. The provisions set aside since 2010 were reversed to offset the losses incurred on disposal of the entities and equity interests concerned. The net impact on first-half 2012 profit was a negative €747 thousand.

# Gains/(losses) on disposals of non-current assets

Proceeds from disposals of non-current assets and the resulting gains and losses recognized in the statement of cash flows consist respectively of (i) the amount received on the sale of non-current assets and (ii) the disposal gain or loss reported in the income statement under "Other operating income and expenses" on the disposal of non-current assets and of waste containers leased to customers under operating leases (see note 4.2). These amounts break down as follows:

First-half
2013
First-half
2012
(in thousands of euros) Disposal
proceeds
Gain/(loss) Disposal
proceeds
Gain/(loss)
Sales of waste containers included in operating margin 252 29 952 66
Total sales of waste containers included in operating margin (see
note 4.2)
952 66
Disposals of intangible assets 700 (70) 1,595 (321)
Disposals of property, plant and equipment 1,506 (446) 14,322 (285)
Disposals of available-for-sale financial assets 1,255 (13) 2,001 (127)
Total disposals of property, plant and equipment, intangible
assets and available-for-sale financial assets recorded in other
operating income and expense (see footnote to "Gains/(losses) on
disposals of non-current assets" in note 4.4)
3,461 (529) 17,918 (733)
Disposals of non-current financial assets - - 23,488 (37,923)
Total disposals of non-current financial assets (see footnote to
"Other" in note 4.4)
- - 23,488 (37,923)
Total 3,713 (500) 42,358 (38,590)

4.5 Finance costs and other financial income and expenses, net

(in thousands of euros) First-half
2013
First-half
2012
Finance costs (17,201) (12,028)
Interest cost – post-employment benefit obligations (1,298) (1,667)
Financing fees and commissions (4,138) (3,449)
Finance costs (22,637) (17,144)
Exchange gains or losses on financing activities (2,878) (538)
Losses on interest rate instruments (1,861) (4,325)
Other - (19)
Other financial income and expenses, net (4,739) (4,882)
Total (27,376) (22,026)

4.6 Income tax

Income tax expense breaks down as follows:

(in thousands of euros) First-half
2013
First-half
2012
Current taxes
Deferred taxes
(44,810)
10,214
(31,817)
(2,652)
Income tax expense recorded in the consolidated income statement (34,596) (34,469)

The tax proof is presented below:

TAX PROOF First-half
2013
First-half
2012
Consolidated profit before tax and share of profit/(loss) of associates (A) (in thousands of euros) 138,386 132,570
Actual income tax expense reported in the income statement (B) (in thousands of euros) (34,596) (34,469)
Effective tax rate (C) = (B) / (A) % 25.0% 26.0%
French standard tax rate (D) % 35% 35%
Theoretical income tax expense (E) = (A) * (D) (in thousands of euros) (48,435) (46,399)
Difference (F)
(in thousands of euros)
= Actual income tax expense (C) – Theoretical income tax expense (E)
13,839 11,930
Analysis of the difference between actual and theoretical income tax expense (F) Amount % Amount %
Tax credits and other tax savings 5,440 3.9% 5,905 4.5%
Permanent differences between reported profit and taxable profit (1,885) (1.4)% (3,510) (2.6)%
Recognition and/or utilization of tax loss carryforwards and other deferred tax assets 5,925 4.3% 3,469 2.6%
Impact of differences in foreign tax rates 6,580 4.8% 8,023 6.0%
Other (2,221) (1.6)% (1,957) (1.5)%
Total difference (F) 13,839 10.0% 11,930 9.0%

In first-half 2013, actual income tax expense was €34.6 million compared with theoretical tax expense of €48.4 million at the French standard rate of 35%.

The French standard rate is considered to be 35% due to the Group's tax position in France, although the actual rate is 36.1%.

The effective tax rate was 25% in the first half of 2013, versus 26% in first-half 2012.

4.7. Earnings per share and earnings per share from continuing operations

Earnings per share attributable to owners of the parent First-half
2013
First-half
2012
Basic earnings per share (in €) 1.97 1.97
Diluted earnings per share (in €) 1.92 1.91
Earnings per share from continuing operations, attributable to owners of the parent First-half
2013
First-half 2012
Basic earnings per share from continuing operations (in €) 1.97 1.97
Diluted earnings per share from continuing operations (in €) 1.92 1.91
Weighted average number of ordinary shares outstanding 51,659,007 52,583,797
- Treasury stock (2,806,698) (4,411,817)
Weighted average number of ordinary shares used to calculate basic earnings per share 48,852,309 48,171,980
- Impact of dilutive instruments (stock options) 1,330,881 1,313,333
Weighted average number of ordinary shares used to calculate diluted earnings per share 50,183,189 49,485,313

5- NOTES TO THE BALANCE SHEET

5.1 Assets

5.1.1 Goodwill

GOODWILL
(in thousands of euros)
Gross value Impairment Carrying amount
At 1 January 2012 343,811 0 343,811
Acquisition of control of DSK* 2,081 - 2,081
Impairment of Signature goodwill** - (10,000) (10,000)
Translation adjustment (367) - (367)
At 31 December 2012 345,525 (10,000) 335,525
Translation adjustment 66 - 66
At 30 June 2013 345,591 (10,000) 335,591

* See note 2.2 "Partnership agreement in Russia – DSK" in the 2012 Annual Report.

** See note 1.16 "Goodwill and impairment tests" and the item "Impairment of non-current assets" in note 4.5 "Other operating income and expenses" in the 2012 Annual Report.

5.1.2 Available-for-sale financial assets

This item corresponds to shares in shell or dormant companies and the Group's contribution to the "FMEA 2" Tier 2 Automotive OEM Modernization Fund.

(in thousands of euros) 30 June 2013 31 December 2012
Shell companies and dormant companies 489 586
Contribution to the "FMEA 2" fund* 1,648 2,148
Available-for-sale financial assets 2,137 2,734

(*): In note 5.2.4.4 "Net debt", FMEA 2 contributions are included in long-term financial receivables.

5.1.3 Other non-current financial assets

(in thousands of euros) 30 June
2013
31 December
2012
Loans 204 109
Deposits and bonds 15,814 15,548
Other receivables 6,040 6,054
Long-term financial receivables (see note 5.2.4.4) 22,058 21,711
Finance receivables related to Environment finance leases 6,541 6,674
Finance receivables related to Automotive contracts 32,018 32,133
Long-term finance receivables (see note 5.2.4.4) 38,559 38,807
Total 60,617 60,518

Deposits and bonds correspond mainly to guarantee deposits on leased offices and sold receivables.

Finance receivables mainly concern work in progress on Automotive projects for which the Group has received a firm commitment on the selling price of developments and/or tooling. These receivables are discounted.

5.1.4 Inventories

(in thousands of euros) 30 June
2013
31 December
2012
Raw materials and supplies
Cost 104,728 100,615
Net realizable value 99,225 95,,464
Molds, tooling and engineering
Cost 85,584 86,880
Net realizable value 85,584 86,880
Other work in progress
Cost 532 1,433
Net realizable value 532 1,404
Maintenance inventories
Cost 28,327 25,561
Net realizable value 22,662 20,249
Merchandise
Cost 8,155 7,471
Net realizable value 7,578 6,878
Semi-finished products
Cost 27,003 22,642
Net realizable value 25,683 21,203
Finished products
Cost 44,478 42,319
Net realizable value 41,425 39,713
Total inventories at the lower of cost
and net realizable value
282,689 271,791

5.1.5 Short-term financial receivables

30 June
2013
31 December
2012
(in thousands of euros) Carrying amount Carrying amount
Finance receivables – current portion* 42 326
Finance receivables related to Environment finance leases 1,435 1,615
Finance receivables related to Automotive contracts 40,891 38,421
Other short-term financial receivables 1,509
Current accounts 922 1,205
Other 587 572
Total 43 835

(#) : See "Finance receivables – current portion" in note 5.2.4.4.

(##) : See "Other short-term financial receivables" in note 5.2.4.4.

5.1.6 Trade and other receivables

5.1.6.1 Sales of receivables

Compagnie Plastic Omnium and some of its European and US subsidiaries have set up several receivables sales programs with French banks.

* Nearly all of these non-recourse programs transfer substantially all the risks and rewards of ownership to the buyer, with only the non-material dilution risk retained by the Group, and the sold receivables are therefore derecognized.

Derecognized sold receivables totaled €250 million at 30 June 2013, compared with €201 million at 31 December 2012.

* One program does not transfer substantially all the risks and rewards of ownership to the buyer and the sold receivables therefore continue to be carried in the balance sheet for €8 million at 30 June 2013, versus €15 million at 31 December 2012.

5.1.6.2 Trade receivables – cost, impairment and carrying amounts

30 June 2013 31 December 2012
(in thousands of euros) Cost Impairment Carrying
amount
Cost Impairment Carrying
amount
Trade receivables 686,110 (5,922) 680,188 568,186 (6,211) 561,975
Trade receivables 686,110 (5,922) 680,188 568,186 (6,211) 561,975

There were no identified material doubtful receivables at 30 June 2013 that were not covered by provisions.

5.1.6.3 Other receivables

(in thousands of euros) 30 June 2013 31 December 2012
Sundry receivables 68,143 72,387
Prepayments to suppliers of tooling and prepaid development
costs
66,223 61,380
Prepaid and recoverable income taxes 38,769 37,275
Other prepaid and recoverable taxes 32,945 26,659
Employee advances 1,330 3,792
Prepayments to suppliers of non-current assets 5,352 2,515
Other receivables 212,762 204,008

5.1.6.4 Trade and other receivables by currency

Receivables at 30 June 2013 Receivables at 31 December 2012
In thousands of currency units Local currency Euro % Local currency Euro %
EUR Euro 506,366 506,366 57% 450,628 450,628 59%
USD US dollar 181,180 138,517 16% 143,701 108,914 14%
GBP Pound sterling 15,109 17,626 2% 10,482 12,844 2%
BRL Brazilian real 70,044 24,238 3% 71,961 26,617 3%
CHF Swiss franc 17,664 14,317 2% 13,457 11,147 1%
CNY Chinese yuan 826,776 102,987 12% 614,914 74,801 10%
Other Other currencies 88,898 10% 81,033 11%
Total 892 950 100% 765 983 100%
Of which:
Trade receivables
Other receivables
680,188
212,762
76%
24%
561,975
204,008
73%
27%

The sensitivity of trade receivables to changes in exchange rates is not analyzed, as more than half of these receivables are in euros and the Group's net exposure (trade receivables – trade payables, see note 5.2.6.3) is not material.

5.1.7 Cash and cash equivalents

5.1.7.1 Cash and cash equivalents - gross

(in thousands of euros) 30 June 2013 31 December 2012 30 June 2012
Cash at bank and in hand 208,990
265,461
191,672
Short-term deposits 400,411 62,628 36,053
Total cash and cash equivalents on the balance sheet 609,401
328,089
227,725

Cash and cash equivalents break down as follows:

(in thousands of euros) 30 June 2013 31 December 2012 30 June 2012
Cash and cash equivalents of joint ventures 45,124 42,378 46,802
Cash and cash equivalents of the Group's captive reinsurance company 40,773 41,956 38,463
Cash and cash equivalents in countries with exchange controls on remittances
and transfers*
73,335 93,120 40,649
Unrestricted cash and cash equivalents 450,168 150,635 101,811
Total 609,401 328,089 227,725

The above amounts are presented in the balance sheet as current assets as they are not subject to any general restrictions.

(*): Since 31 December 2012, the "countries with exchange controls on remittances and transfers" are Brazil, China, India, Chile and Argentina.

5.1.7.2 Net cash and cash equivalents at end of period

(in thousands of euros) 30 June 2013 31 December 2012 30 June 2012
Cash and cash equivalents 609,401 328,089 227,725
Short-term bank loans and overdrafts (53,866) (6,864) (38,092)
Net cash and cash equivalents at end of period in the statement of cash
flows
555,535 321,225 189,633

The increase at 30 June 2013 is related to the bond issue carried out during the period (see note 2.2 "Inaugural bond issue" and note 5.2.4.2 "Borrowings: private placement notes and bonds").

5.1.8. Statement of cash flows – Acquisitions and disposals of non-current financial assets and noncontrolling interests

5.1.8.1 Acquisitions of shares in subsidiaries and associates and non-controlling interests

These investments are broken down between:

  • Acquisitions of subsidiaries and associates and investments leading to a change of control (see "Cash flows from financial investing activities" in the statement of cash flows)
  • Buy-outs of non-controlling interests (see "Cash flows from financing activities" in the statement of cash flows)

Details are as follows:

a - Acquisitions of shares in subsidiaries and associates and investments leading to a change of control

In first-half 2013, acquisitions of shares in subsidiaries and associates and investments leading to a change of control totaled €577 thousand, breaking down as follows:

  • Participation in a rights issue by Dongfeng Plastic Omnium Automotive Exterior Systems Co. Ltd, an associated company accounted for by the equity method, for €552 thousand.
  • €25 thousand earn-out payment on the acquisition of shares in HBPO Germany GmbH.

In first-half 2012, €18,047 thousand was invested, corresponding to:

  • Net investment in Ford Milan (Michigan) for €15,144 thousand.
  • Payment of a control premium under the partnership agreement with Russia-based Detalstroykonstruktsiya in connection with the creation of DSK Plastic Omnium BV, for €2,081 thousand.
  • Participation in a rights issue by Dongfeng Plastic Omnium Automotive Exterior Systems Co. Ltd, an associated company accounted for by the equity method, for €822 thousand.

b – Acquisitions of non-controlling interests

In first-half 2013, the Group bought out the 40% non-controlling interest held by its partner Xietong in the Chinese joint venture Jiangsu Xieno Automotive Components Co. Ltd.

In first-half 2012, the Group acquired the 35% non-controlling interest held by Eurovia in Signature Vertical Holding (renamed Plastic Omnium Signalisation) for €28,200 thousand.

5.1.8.2 Disposals of shares in subsidiaries and associates and non-controlling interests

Disposals are also broken down into two categories, as follows:

  • Disposals of shares in subsidiaries and associates (see "Cash flows from financial investing activities" in the statement of cash flows)
  • Disposals of non-controlling interests (see "Cash flows from financing activities" in the statement of cash flows).

a - Disposals of shares in subsidiaries and associates

In first-half 2013, no such disposals were carried out.

In first-half 2012, disposals corresponded to the sale of the Signature companies in France for an amount of €20,608 thousand in connection with the unwinding of the Eurovia partnership.

b – Disposals of non-controlling interests

In first-half 2013, no such disposals were carried out.

In first-half 2012, the Group sold 40% of Inergy Automotive Systems Manufacturing Beijing Co. to its Chinese partner, Beijing Hainachuan Automotive Parts Co. Ltd (a subsidiary of BAIC) for €2,880 thousand.

5.2 Equity and liabilities

5.2.1 Equity attributable to owners of the parent

5.2.1.1 Share capital of Compagnie Plastic Omnium

(in euros) 30 June 2013 31 December
2012
Share capital at 1 January 8,782,031 8,939,245
Capital reduction during the period - (157,214)*
Share capital at end of period
(ordinary shares with a par value of €0.17)
8,782,031 8,782,031
Treasury stock 477,034 526,081
Total net of treasury stock 8,304,997 8,256,950

Shares registered in the name of the same holder for at least two years carry double voting rights.

At 30 June 2013, Compagnie Plastic Omnium held 2,806,085 shares in treasury, representing 5.43% of the share capital, compared with 3,094,595 shares representing 5.99% of the share capital at 31 December 2012.

* At its meeting on 17 July 2012, the Board of Directors decided to cancel 924,790 shares held in treasury. The shares were cancelled on 12 September 2012,leading to a capital reduction of €157,214.30, from €8,939,245 to €8,782,031.19, represented by 51,659,007 shares with a par value of €0.17 each.

5.2.1.2 Details of "Other reserves and retained earnings" in the consolidated statement of changes in equity

(in thousands of euros) Actuarial
gains and
losses
recognized
in equity
Cash flow
hedges (int
erest rate
instruments
)
Cash flow
hedges
(currency
instruments
)
Revaluation
s of
property,
plant and
equipment
Retained
earnings and
other reserves
Attributable
to owners of
the parent
At 31 December 2011 (23,648) (8,368) 16,393 443,791 428,168
Movements for first-half
2012
(2,617)
,
(3,924) 147,844 141,303
At 30 June 2012 (26,265) (12,292) 16,393 591,635 569,471
Movements for second
half 2012
(5,129)
,
(1,138) (207) 333 (7,323) (13,464)
At 31 December 2012 (31,394) (13,430) (207) 16,726 584,312 556,007
Movements for first-half
2013
(1,521)
,
2,559 220 , 125,280 126,538
At 30 June 2013 (32,915) (10,871) 13 16,726 709,592 682,545

5.2.1.3 Details of "Changes in scope of consolidation" in the consolidated statement of changes in equity

Equity
(in thousands of euros) Attributable
to owners of
the parent
Non
controlling
interests
Total equity
Acquisition by Plastic Omnium of Eurovia's 35% interest in Signature Vertical
Holding (renamed Plastic Omnium Signalisation)
16,372 (44,572) (28,200)
Share of the 49% minority partner, Detalstroykonstruktsiya (DSK), in the rights
issue carried out by DSK Plastic Omnium BV
- 4,701 4,701
Sale of a 40% stake in Inergy Automotive Systems Manufacturing Beijing Co. Ltd to
partner BAIC
(713) 3,593 2,880
Other changes 1 3 4
Changes in the scope of consolidation in first-half 2012 15,660 (36,275) (20,615)
Acquisition by Plastic Omnium of Varroc Polymers Private Ltd's 40% interest in
subsidiary Plastic Omnium Varroc Private Ltd (5,875) (1,496) (7,371)
Other changes (9) 2 (7)
Changes in the scope of consolidation in second-half 2012 (5,884) (1,494) (7,378)
Acquisition by Plastic Omnium of Xietong's 40% interest in subsidiary Plastic
Omnium Composites Jiangsu Co. Ltd
(8,831) (8,959) (17,790)
Earn-out payment for the acquisition of shares in subsidiary HBPO Germany GmbH (25) - (25)
Other changes 5 (5) -
Changes in the scope of consolidation in first-half 2013 (8,851) (8,964) (17,815)

5.2.2 Dividends voted and paid by Compagnie Plastic Omnium

Total dividend in thousands of euros
Dividend per share in euros
First-half 2013 2012
Number of shares in units Number of
shares in 2012
Dividend Number of
shares in 2011
Dividend
Dividend per share (in €) 0.76* 0.69*
Total number of shares outstanding at the end of the previous year 51,659,007 52,583,797
Total number of shares held in treasury on the ex-dividend date 2,623,837** 3,937,360**
Total number of shares held in treasury at the period-end (for information) 3,094,595** 4,573,891**
Dividends on ordinary shares 39,261 36,283
Dividends on treasury stock (unpaid) (1,994) (2,717)
Total net dividend 37,267 33,566

* The 2012 dividend paid by Compagnie Plastic Omnium in first-half 2013 was €0.76 per share compared with the 2011 dividend of €0.69 per share paid in 2012.

** First-half 2013: the estimated total 2012 dividend was determined by deducting the 3,094,595 shares held in treasury at 31 December 2012. On the ex-dividend date, there were only 2,623,837 shares in treasury and the amount deducted for dividends not paid on treasury stock was therefore €1,994 thousand and not €2,352 thousand as initially estimated.

2012: The estimated total 2011 dividend was determined by deducting the 4,573,891 shares held in treasury at 31 December 2011. On the ex-dividend date, there were only 3,937,360 shares in treasury and the amount deducted for dividends not paid on treasury stock was therefore €2,717 thousand and not €3,156 thousand as initially estimated.

The negative impact of the 3% dividend tax was recognized in first-half 2013 for a total amount of €968 thousand. A related provision for €1,005 thousand had been set aside in 2012, corresponding to the share of the dividend tax attributable to the majority shareholder (i.e.: 56%).

5.2.3 Provisions

(in thousands of euros) 31
December
2012
Charges Utilization
s
Releases
of surplus
provision
s
Reclassi
fications
Actuarial
loss
Changes in
scope of
consolidatio
n
Translatio
n
adjustment
30 June
2013
Customer warranties 9,962 2,803 (961) (434) 2,367 (31) 13,706
Reorganization plans* 27,911 10,116 (5,417) (4,238) 6 28,378
Taxes and tax risks 4,249 1,130 (553) (32) (133) 4,661
Contract risks 4,850 8,257 (1,252) 11,855
Claims and litigation 8,342 248 (206) (64) (5) (184) 8,131
Other 9,893 1,724 (2,551) (213) (2,330) 48 6,571
Provisions for liabilities and charges 65,207 24,278 (10,940) (4,949) 0 0 0 (294) 73,302
Provisions for pensions and other post
employment benefits**
80,352 4,250 (1,338) (1) 2,858 (298) 85,824
TOTAL 145,559 28,528 (12,278) (4,949) (1) 2,858 0 (592) 159,126

* Provisions for reorganization plans mainly concern four Automotive Division plants: Eisenach-Thuringe (Germany), Compiègne-Laval (France), St Désirat (France) and Herentals (Belgium) (see note 4.4).

** See note 5.2.6.h "Impact of the amendment to IAS 19 (IAS 19R)" in the 2012 Annual Report for details of the amount of the actuarial loss, reflecting the first-time adoption of IAS 19R. The impact was not material, particularly on the income statement, as the Group did not previously recognize actuarial gains and losses by the corridor approach. As a result, the impact of the change at 1 January 2013 has been recognized in full in the first half of 2013 without restating the 2012 comparative information to take into account the impact on the opening balance sheet.

The amount of the actuarial loss mainly corresponds to the IAS 19R impact of €2,764 thousand at 31 December 2012 (versus €3,250 thousand at 1 January 2012).

(in thousands of euros) 31
December
2011
Charges Utilizations Releases of
surplus
provisions
Reclassi
fications
Actuarial
gains and
losses
Changes in
scope of
consolidation
Translation
adjustment
31
December
2012
Customer warranties 20,671 8,827 (5,327) (13,972) (357) 119 9,962
Reorganization plans* 8,735 26,807 (2,853) (4,371) (397) (10) 27,911
Taxes and tax risks 2,049 4,300 (1,765) (248) (87) 4,249
Contract risks 4,390 4,855 (2,113) (2,282) 4,850
Claims and litigation 6,864 5,176 (3,501) (210) 397 (383) 8,342
Other 12,625 10,234 (5,745) (8,376) 357 796 2 9,893
Provisions for liabilities and
charges
55,334 60,199 (21,304) (29,459) 0 796 (359) 65,207
Provisions for pensions and
other post-employment
benefits**
62,689 4,960 (2,957) 16,346 4 (690) 80,352
TOTAL 118,023 65,159 (24,261) (29,459) 0 16,346 800 (1,049) 145,559

* Provisions for reorganization plans mainly concern four Automotive Division plants, Eisenach-Thuringe (Germany), Compiègne-Laval (France), St Désirat (France) and Duncan (United States) (see note 4.5 to the 2012 consolidated financial statements).

** The actuarial loss corresponds to the impact of lower interest rates in the euro zone and the United States in 2012 (see notes 1.2 and 5.2.6 to the 2012 consolidated financial statements).

5.2.4 Long and short-term borrowings

5.2.4.1 Net debt indicator used by the Group

Net debt is an important indicator for day-to-day cash management purposes. It is used to determine the Group's debit or credit position outside of the operating cycle. Net debt is defined as:

  • Long-term borrowings:
  • o Lines of credit
  • o Private placement notes
  • o Bonds
  • Less loans and other current and non-current financial assets
  • Plus short-term debt
  • Plus overdraft facilities
  • Less cash and cash equivalents

5.2.4.2 Borrowings: private placement notes and bonds

First-half 2013

On 21 May 2013, Compagnie Plastic Omnium carried out a €500 million bond issue for European investors, without any covenants or credit rating. The details of the issue are presented in the table below:

Bond issue Completed in 2013
Fixed rate issue (in euros) 500,000,000
Due 29 May 2020
Interest rate 2.875%
Listed NYSE Euronext Paris

2012

The Group carried out two new financing operations in 2012, both without any covenants or credit rating:

A €250 million EuroPP private placement notes issue, placed with French institutional investors, with the following characteristics:

Private placement notes Euro PP
Fixed rate issue (in euros) 250,000,000
Due 12 December 2018
Interest rate 3.875%
Listed NYSE Euronext Paris

A €119 million "Schuldschein" private placement notes issue placed mainly with foreign investors (Asian, German, Canadian and Belgian) but also with French investors, with the following characteristics:

Private placement notes
Schuldschein Amount Annual cost
Fixed rate tranche (in euros) 45,000,000 3.72%
Variable rate tranche (in euros) 74,000,000 6-month Euribor
+
240 bps
Due 27 June 2017

5.2.4.3 Utilization of medium-term credit lines

At 30 June 2013, the Group had access to several confirmed bank lines of credit with an average maturity of more than three years. The facility amounts, which are greater than the Group's financing needs, totaled €1,059 million at 30 June 2013 versus €1,160 million at 31 December 2012.

5.2.4.4 Reconciliation of gross and net debt

30 June 2013 31 December 2012
(in thousands of euros) Total Short
term
Long
term
Total Short-term Long-term
Finance lease liabilities 22,247 8,954 13,293
Borrowings 769,791 177,998 591,793
Of which 2013 bond issue - - -
Of which EuroPP private placement notes issue 248,905 2,123 246,782
Of which Schuldschein private placement notes issue 119,000 - 119,000
Of which bank lines of credit 401,886 175,875 226,011
Long and short-term borrowings 792,038 186,952 605,086
Other short-term debt 3,382 3,382
Hedging instruments – liabilities# 20,420 20,420
Total borrowings (B) 815,840 210,754 605,086
Available-for-sale financial assets – FMEA 2 fund## (2,148) (2,148)
Other financial assets (100,554) (40,036) (60,518)
Of which long-term financial receivables## (21,711) (21,711)
Of which finance receivables### (78,843) (40,036) (38,807)
Other short-term financial receivables (1,777) (1,777)
Hedging instruments – assets# (314) (314)
Total financial receivables (C) (104,792) (42,127) (62,666)
Total debt (D) = (B) + (C) 711,047 168,627 542,420
Cash and cash equivalents 328,089 328,089
Short-term bank loans and overdrafts (6,864) (6,864)
Net cash and cash equivalents as recorded in the statement
of cash flows (A)*
(321,225) (321,225)
NET DEBT (E) = (D) + (A) 389,822 (152,598) 542,420

# See note 5.2.5.1 "Interest rate hedges".

## See note 5.1.2 "Available-for-sale financial assets".

### See "Long-term financial receivables" in note 5.1.3 "Other non-current financial assets".

5.2.4.5 Analysis of debt by currency

As a % of total debt 30 June 2013 31 December 2012
Euro 91% 86%
US dollar 4% 8%
Pound sterling 1% 2%
Other currencies 4% 4%
TOTAL 100% 100%

"Other currencies" consist of various borrowing currencies that individually represent less than 1% of total debt at 30 June 2013 and 31 December 2012.

5.2.4.6 Analysis of debt by type of interest rate

As a % of total debt 30 June 2013 31 December 2012
Hedged variable rates 7% 49%
Unhedged variable rates 0% 0%
Fixed rates 93% 51%
TOTAL 100% 100%

5.2.5 Interest rate and currency hedges

5.2.5.1 Interest rate hedges

Interest rate hedges used in first-half 2013 included swaps and caps. Their purpose is to hedge variable rate debt against increases in interest rates.

The total notional amount of derivative instruments used to manage interest rate risks was €355 million at 30 June 2013, compared with €570 million at 31 December 2012. These instruments are intended to hedge interest rate risks on the Group's current and future borrowings.

Of the total notional amount, €135 million consisted of derivatives qualified as cash flow hedges under IAS 39 at 30 June 2013, compared with €370 million at 31 December 2012.

The derivatives are recognized in the balance sheet at fair value under "Hedging instruments" in assets (derivatives with a positive fair value) or in liabilities (derivatives with a negative fair value).

For derivatives that qualify for hedge accounting under IFRS (cash flow hedges):

  • The effective portion of the gain or loss on the hedging instrument is recognized in equity (in "Other comprehensive income").
  • It is reclassified to the income statement under "Finance costs" in the same period as the hedged cash flows (i.e. interest payments) affect profit.
  • The time value of options is excluded from the hedging relationship. Changes in the time value of options and the ineffective portion of the gain or loss on the hedging instrument are recognized in the income statement, under "Finance costs".

For derivatives that do not fulfill the criteria for the application of hedge accounting, changes in their fair value are recorded directly in the income statement, under "Finance costs".

5.2.5.1.1 Derivative portfolios

"Interest rate derivatives (fair value)" recorded in assets and liabilities include both interest rate hedges and currency hedges.

Derivative portfolios

30 June 2013 31 December 2012
(in thousands of euros) Fair value of hedging
instruments
Recorded in
assets
Recorded in
liabilities
Fair value of hedging
instruments
Recorded
in assets
Recorded
in liabilities
Interest rate derivatives (fair
value)
(9,983) 672 #
(10,655)
(19,796) 314 #
(20,110)
Outstanding premiums (2,739) - - (3,923)
Total fair value and
outstanding premiums
672 (13,394) 314 (24,033)

#

At 30 June 2013, hedging instruments recorded in assets comprised €20 thousand corresponding to currency hedges (see note 5.2.5.2) and those recorded in liabilities included €10,655 thousand corresponding to interest rate hedges.

At 31 December 2012, hedging instruments recorded in liabilities comprised €310 thousand corresponding to currency hedges (see note 5.2.8.2 in the 2012 Annual Report) and €20,110 thousand corresponding to interest rate hedges.

Composition of interest rate derivatives portfolio

30 June 2013
(in
thousands
of euros)
Qualifying
for hedge
accounting
Fair value Recorded
in assets
Recorded in
liabilities
Effective
portion
included in
other
comprehensive
income
Hedged
notional
Maturity Reference
interest rate
Outstanding
premium*
Caps Yes 271 271 - 60,000 May 2017 2-month
Euribor
(1,132)
Caps No 381 381 - 90,000 June 2017 1-month
Euribor
(1,607)
Swaps Yes (1,992) (1,992) (1,992) 75,000 June 2015 6-month
Euribor
N/A
Swaps No (636) (636) - 25,000 August 2015 1-month
Euribor
N/A
Swaps No (8,027) (8,027) - 105,000 February
2019
1-month
Euribor
N/A
TOTAL (10,003) 652 (10,655) (1,992) 355,000 (2,739)
31 December 2012
(in
thousands
of euros)
Qualifying
for hedge
accounting
Fair value
Recorded
Recorded in
in assets
liabilities
Effective
portion
included in
other
comprehensive
income
Hedged
notional
Maturity Reference
interest rate
Outstanding
premium*
Caps No - - - - 110,000 June 2013 3-month
Euribor
(213)
Caps Yes 148 148 - - 60,000 May 2017 2-month
Euribor
(1,807)
Caps No 166 166 - - 90,000 June 2017 1-month
Euribor
(1,273)
Swaps Yes (9,400) - (9,400) (9,400) 205,000 August 2015 1-month
Euribor
N/A
Swaps Yes (10,710) - (10,710) (10,710) 105,000 February
2019
1-month
Euribor
N/A
TOTAL (19,796) 314 (20,110) (20,110) 570,000 (3,293)

* Premiums on caps are paid over the life of the instrument. Premiums not yet paid at the period-end are recognized in liabilities under "Long-term borrowings" and "Short-term borrowings" as applicable.

5.2.5.1.2 Amounts recognized in "Other comprehensive income"

(in thousands of euros) Balance before tax
recorded in
"Other
comprehensive
income" at 31
December 2012
Transactions
for the
period #
Change in fair
value of
derivatives
Fair value
adjustments
reclassified to
the income
statement
Balance before
tax recorded in
"Other
comprehensive
income" at 30
June 2013
Effective portion of gains and losses on derivatives in the
portfolio
(20,110) 14,809 3,310 - (1,992)
Impact of interest rate hedge transactions 2,591 (14,809) - 530 (11,687)
TOTAL (17,519) 0 3,310 530 (13,679)

# Transactions for the period correspond to the unwinding of a swap representing a notional amount of €105 million and the discontinuation of hedge accounting for two swaps representing notional amounts of €105 million and €25 million respectively. As from 31 May 2013, changes in fair value of derivatives that no longer qualify for hedge accounting are recognized under "Finance costs and other financial income and expenses, net".

(in thousands of euros) Balance before tax
recorded in "Other
comprehensive
income" at 31
December 2011
Transactions
for the
period #
Change in fair
value of
derivatives
Fair value
adjustments
reclassified to
the income
statement
Balance before
tax recorded in
"Other
comprehensive
income" at 31
December 2012
Effective portion of gains and losses on derivatives in the
portfolio
(11,937) - (8,173) - (20,110)
Effect of August 2010 restructuring of the derivatives
portfolio*
1,675 - - 248 1,923
Effect of February 2012 restructuring of the derivatives
portfolio**
- - - 668 668
TOTAL (10,262) - (8,173) 916 (17,519)
  • * See note 5.2.8.1 "Interest rate hedges" in the 2012 Annual Report concerning the restructuring of the derivatives portfolio in 2010.
  • ** See note 5.2.8.1 "Interest rate hedges" in the 2012 Annual Report concerning the restructuring of the derivatives portfolio in 2012.

5.2.5.1.3 Impact of hedging on the income statement

(in thousands of euros) First-half 2013 2012
Effective portion of gains and losses on derivatives in the portfolio (hedges of
accrued interest for the period)
(3,427) (6,145)
Reclassification to the income statement of accumulated gains and losses
following interest rate hedge transactions
(530) (916)
Time value of caps 2,096 (1,633)
Total* (1,861) (8,694)

*

Concerning first-half 2013, see "Losses on interest rate instruments" in note 4.5 "Finance costs and other financial income and expenses, net".

Concerning 2012, see "Losses on interest rate instruments" in note 4.6 "Finance costs and other financial income and expenses, net" in the 2012 Annual Report.

5.2.5.2 Currency hedges

The Group uses derivatives to hedge its exposure to currency risks. The derivatives are not included in a documented hedging relationship within the meaning of IAS 39 as the Group considers that changes in their fair value automatically offset the income statement impact of remeasuring hedged receivables and payables at the year-end exchange rate.

Changes in the fair value of currency hedges are recognized in the income statement under "Other financial income and expenses, net".

30 June 2013 31 December 2012
Fair value in
€ thousands
Notional
amount in
thousands
of currency
units
Average
forward
exchange
rate
Exchange
rate at 30
June 2013
Fair value in
€ thousands
Notional
amount in
thousands of
currency
units
Average
forward
exchange
rate
Exchange
rate at 31
December
2012
vs. the euro vs. the euro vs. the euro vs. the euro
Net sell position (net buy position)
USD – Forward exchange contract 24 22,626 1.290441 1.3080 73 13,548 1.2859 1.3194
GBP – Forward exchange contract 47 818 0.8170 0.8572 (359) 14,988 0.8271 0.8161
HUF – Forward exchange contract 150 1,765,337 292.2250 294.85 212 2,153,750 289.7667 292.30
RUB – Forward currency swap - - - (5) (17,850) 41.5770 40.3295
USD – Forward currency swap (197) (112.500) 1.303670 1.3080 - - - -
GBP – Forward currency swap (2) 2.193 0.8556 0.8572 - - - -
USD – Non-deliverable forward contract - - - (232) 4,535 1.4171 1.3194
TOTAL * 20 (310)

* At 30 June 2013, hedging instruments recorded in assets included interest rate hedges for €652 thousand and currency hedges for €20 thousand.

At 31 December 2012, hedging instruments recorded in liabilities for an amount of €20,420 thousand included currency hedges for €310 thousand and interest rate hedges for €20,110 thousand.

5.2.6 Operating and other liabilities

5.2.6.1 Trade payables

(in thousands of euros) 30 June 2013 31 December 2012
Trade payables 848,090 731,539
Due to suppliers of fixed assets 41,763 61,321
TOTAL 889,853 792,860

5.2.6.2 Other operating liabilities

(in thousands of euros) 30 June 2013 31 December 2012
Accrued employee benefits expense 127,689 115,599
Accrued income taxes 29,560 27,809
Other accrued taxes 53,129 32,539
Other payables 155,092 153,305
Customer prepayments 178,771 174,933
TOTAL 544,241 504,185

5.2.6.3 Trade payables and other operating liabilities, by currency

Liabilities
at 30 June 2013
Liabilities
at 31 December 2012
In thousands of currency units Local
currency
Euro % Local
currency
Euro %
EUR Euro 769,336 769,336 54% 675,817 675,817 52%
USD US dollar 360,279 275,442 19% 337,744 255,983 20%
GBP Pound sterling 38,983 45,477 3% 48,252 59,125 5%
BRL Brazilian real 90,641 31,365 2% 89,548 33,122 3%
CNY Chinese yuan 1,170,336 145,782 10% 931,757 113,343 9%
Other Other currencies 166,692 12% 159,655 12%
TOTAL 1,434,094 100% 1,297,045 100%
Of which:
Trade payables
Other operating liabilities
889,853
544,241
62%
38%
792,860
504,185
61%
39%

At 30 June 2013, the sensitivity of trade payables to changes in exchange rates is not analyzed, as more than half of these payables are in euros and the Group's net exposure (trade receivables – trade payables) is not material. Trade receivables are analyzed by currency in note 5.1.6.4.

6 - CAPITAL MANAGEMENT AND MARKET RISKS

Compagnie Plastic Omnium has set up a global cash management system organized around its subsidiary Plastic Omnium Finance, which manages liquidity, currency and interest rate risks on behalf of all subsidiaries. The market risks strategy, which may involve entering into balance sheet and off-balance sheet commitments, is approved every quarter by the Chairman and Chief Executive Officer.

6.1 Capital management

Plastic Omnium raises equity and debt capital on the markets to meet its objective of maintaining ready access to sufficient financial resources to carry out its business operations, fund the investments required to drive growth and respond to exceptional circumstances.

As part of its capital management strategy, the Group provides shareholders with a return primarily by paying dividends, which may be increased or reduced to take into account changing business and economic conditions.

The capital structure may also be adjusted by paying ordinary or special dividends, buying back and canceling Company shares, returning a portion of the share capital to shareholders or issuing new shares and/or securities carrying rights to shares.

The Group uses the gearing ratio – corresponding to the ratio of consolidated net debt to equity and quasi-equity (including government grants) – as an indicator of its financial condition. Net debt includes all of the Group's interest-bearing financial liabilities (other than operating payables) less cash and cash equivalents and other financial assets (other than operating receivables), such as loans and marketable securities.

At 30 June 2013 and 31 December 2012, the gearing ratio stood at:

(in thousands of euros) 30 June 2013 31 December 2012
Net debt 374,589 389,822
Equity and quasi-equity (including government grants) 863,965 830,201
Gearing ratio 43.36% 46.96%

None of the Group's bank loans or financial liabilities contain acceleration clauses based on compliance with financial ratios.

A liquidity contract has been set up to support the capital management strategy.

At 30 June 2013, 2,555 Compagnie Plastic Omnium shares and €1,264,263 in cash were held in the liquidity account (30 June 2012: 10,389 shares and €970,891 in cash; 31 December 2012: 13,808 shares and €891,849 in cash).

6.2 Liquidity risk by maturity

The analysis of liquidity risk by maturity presented below is based on undiscounted contractual cash flows from financial liabilities:

At 30 June 2013

(in thousands of euros) 30 June 2013 Less than 1
year
1 to 5 years More than 5
years
FINANCIAL LIABILITIES
Long-term borrowings* 1,126,110 29,995 312,920 783,195
Bank overdrafts 53,866 53,866
Short-term borrowings** 91,551 91,551
Other short-term debt 459 459
Hedging instruments 10,655 10,655
Trade payables 889,853 889,853
TOTAL FINANCIAL LIABILITIES 2,172,493 1,076,378 312,920 783,195

At 31 December 2012

(in thousands of euros) 31 December 2012 Less than 1
year
1 to 5 years More than 5
years
FINANCIAL LIABILITIES
Long-term borrowings* 719,473 12,402 443,980 263,091
Bank overdrafts 6,864 6,864 - -
Short-term borrowings** 193,599 193,599 - -
Other short-term debt 3,382 3,382 - -
Hedging instruments 20,420 20,420 - -
Trade payables 792,860 792,860 - -
TOTAL FINANCIAL LIABILITIES 1,736,598 1,029,527 443,980 263,091

* Long-term borrowings include the amounts reported in the balance sheet and interest payable over the remaining life of the debt.

** Short-term borrowings include the amounts reported in the balance sheet and interest due within one year.

7 - OTHER INFORMATION

7.1 Related party transactions

Related party transactions correspond exclusively to transactions with Sofiparc, Burelle SA and Burelle Participations. No changes occurred in the contracts between the Group and these companies during the period.

No material change has been made to the compensation paid to senior executives and officers since 31 December 2012.

7.2. Subsequent events

No events have occurred since 30 June 2013 that would be likely to have a material impact on the Group's business, financial position, results or assets.

LIST OF CONSOLIDATED COMPANIES AT 30 JUNE 2013

Reportable segments 30 June 2013 31 December 2012 30 June 2012
Company Automotive Environ ment Not
allocated
Consolidation
method
% voting
rights
%
intere
st
Consolidation
method
% voting rights % interest Consolidation
method
% voting
rights
%
intere
st
Tax
group
France
COMPAGNIE PLASTIC OMNIUM SA
l Société mère Société mère Société mère 1 - a
PLASTIC OMNIUM SYSTEMES URBAINS SAS
METROPLAST SAS
l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - b
1 - b
LA REUNION VILLES PROPRES SAS
PLASTIC OMNIUM CARAIBES SAS
x2012 e l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - b
1 - b
INERGY AUTOMOTIVE SYSTEMS FRANCE SAS l G 100 100 G 100 100 G 100 100 1 - a
PLASTIC RECYCLING SAS
PLASTIC OMNIUM AUTO EXTERIEUR SA
l
l
P
G
5
0
100
5
0
100
P
G
5
0
100
5
0
100
P
G
5
0
100
5
0
100
1 - a
PLASTIC OMNIUM AUTO EXTERIEUR SERVICES SAS l G 100 100 G 100 100 G 100 100 1 - a
TRANSIT SAS
PLASTIC OMNIUM GESTION SNC
l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - a
1 - a
PLASTIC OMNIUM FINANCE SNC l G 100 100 G 100 100 G 100 100 1 - a
LUDOPARC SAS
PLASTIC OMNIUM AUTO SAS
l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - a
1 - a
PLASTIC OMNIUM ENVIRONNEMENT SAS l l G 100 100 G 100 100 G 100 100 1 - a
PLASTIC OMNIUM AUTO EXTERIORS SAS
PLASTIC OMNIUM COMPOSITES HOLDING SAS
l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - a
1 - a
INERGY AUTOMOTIVE SYSTEMS SAS l G 100 100 G 100 100 G 100 100 1 - a
INERGY AUTOMOTIVE SYSTEMS MANAGEMENT SAS
PLASTIC OMNIUM ENVIRONNEMENT GUYANE SAS
x2012 f l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - a
1 - b
VALEO PLASTIC OMNIUM SNC l P 5
0
5
0
P 5
0
5
0
P 5
0
5
0
BEAUVAIS DIFFUSION SAS
PLASTIC OMNIUM VERNON SAS
l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - b
1 - a
TECHNIQUES ET MATERIELS DE COLLECTE - « TEMACO » SAS l G 100 100 G 100 100 G 100 100 1 - b
PLASTIC OMNIUM COMPOSITES SA
MIXT COMPOSITES ET RECYCLABLES - MCR SAS
l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - a
1 - a
PLASTIC OMNIUM ENVIRONNEMENT HOLDING SAS
SIGNALISATION FRANCE SA
x2012 a,d21
x2012 b
l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
1 - b
1 - b
PLASTIC OMNIUM SIGNALISATION SAS f21,d21, l - - - - - - G 100 100 1 - b
SULO FRANCE SAS x2012 c l G 100 100 G 100 100 G 100 100 1 - b
PLASTIC OMNIUM AUTO EXTERIORS INDUSTRIES SAS
PO INTERNATIONAL
a2013 l
l
G
G
100
100
100
100
G
-
100
-
100
-
G
-
100
-
100
-
Argentina
INERGY AUTOMOTIVE SYSTEMS ARGENTINA SA
PLASTIC OMNIUM SA
l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
Belgium
PLASTIC OMNIUM AUTOMOTIVE NV
PLASTIC OMNIUM NV
l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
INERGY AUTOMOTIVE SYSTEMS RESEARCH NV l G 100 100 G 100 100 G 100 100
INERGY AUTOMOTIVE SYSTEMS BELGIUM SA
SULO NV
l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
Brazil
INERGY AUTOMOTIVE SYSTEMS DO BRASIL LTDA
PLASTIC OMNIUM DO BRASIL LTDA
l
l
l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
Canada
INERGY AUTOMOTIVE SYSTEMS CANADA INC
HBPO CANADA INC
l
l
G
P
100
33,33
100
33,33
G
P
100
33,33
100
33,33
G
P
100
33,33
100
33,33
Chile
PLASTIC OMNIUM SA
l G 100 100 G 100 100 G 100 100
China
PO COMPOSITES (JIANGSU) CO LTD
f2013, x2013 l G 100 100 G 6
0
6
0
G 6
0
6
0
INERGY AUTOMOTIVE SYSTEMS WUHAN CO LTD
YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR
a l G 100 100 G 100 100 G 100 100
SYSTEMS CO LTD
PLASTIC OMNIUM (SHANGHAÏ) BUSINESS CONSULTING CO
l l P
G
49,95
100
49,95
100
P
G
49,95
100
49,95
100
P
G
49,95
100
49,95
100
LTD
INERGY AUTOMOTIVE SYSTEMS CONSULTING (BEIJING) CO
LTD
INERGY AUTOMOTIVE SYSTEMS MANUFACTURING (Beijing)
l G 100 100 G 100 100 G 100 100
CO LTD
CHONGQING YANFENG PO AE FAWAY CO LTD
g2012 l
l
G
P
6
0
49,95
6
0
49,95
G
P
6
0
49,95
6
0
49,95
G
P
6
0
49,95
6
0
49,95
GUANGZHOU ZHONGXIN YANFENG PO AE TRIM CO LTD l P 49,95 49,95 P 49,95 49,95 P 49,95 49,95
CHENGDU FAWAY YANFENG PO
HBPO CHINA Ltd
l
l
M.E.E.
P
24,48
33,33
24,48
33,33
M.E.E.
P
24,48
33,33
24,48
33,33
M.E.E.
P
24,48
33,33
24,48
33,33
YANFENG PLASTIC OMNIUM (SHANGHAI) AUTOMOTIVE l P 49,95 49,95 P 49,95 49,95 P 49,95 49,95
EXTERIOR SYSTEMS CO LTD
DONGFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR
l M.E.E. 24,95 24,95 M.E.E. 24,95 24,95 M.E.E. 24,95 24,95
SYSTEMS CO LTD
INERGY CHINE GUANGZHOU
a2012 l G 100 100 G 100 100 G 100 100
INERGY AUTOMOTIVE SYSTEMS SHENYANG a2012 l G 100 100 G 100 100 - - -
YANFENG PLASTIC OMNIUM YIZHENG AUTOMOTIVE
EXTERIOR SYSTEMS CO., LTD
a2012 l P 49,95 49,95 P 49,95 49,95 P 49,95 49,95
PLASTIC OMNIUM (SHANGHAI) HOLDING CO. LTD
YFPO SHENYANG TIEXI AUTOMOTIVE EXTERIOR SYSTEM
a2012
a2013
l l G
P
100
49,95
100
49,95
G
-
100
-
100
-
-
-
-
-
-
-
NINGBO YFPO AE CO LTD
WUHAN SUBSIDIARY
a2013
a2013
l
l
P
P
49,95
49,95
49,95
49,95
-
-
-
-
-
-
-
-
-
-
-
-
Czech Republic
HBPO CZECH S.R.O
SULO SRO
l l P
G
33,33
100
33,33
100
P
G
33,33
100
33,33
100
P
G
33,33
100
33,33
100
Germany
PLASTIC OMNIUM GmbH l G 100 100 G 100 100 G 100 100 2 - b
PLASTIC OMNIUM AUTO COMPONENTS GmbH
PLASTIC OMNIUM ENTSORGUNGSTECHNIK GmbH
l l G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
2 - b
INERGY AUTOMOTIVE SYSTEMS GERMANY GmbH l G 100 100 G 100 100 G 100 100 2 - b
HBPO BETEILIGUNGSGESELLSCHAFT GmbH
HBPO Rastatt GmbH
x2012 g l
l
P
P
33,33
33,33
33,33
33,33
P
P
33,33
33,33
33,33
33,33
P
P
33,33
33,33
33,33
33,33
HBPO GERMANY GmbH l P 33,33 33,33 P 33,33 33,33 P 33,33 33,33
HBPO GmbH
PLASTIC OMNIUM ENVIRONNEMENT GmbH
x2012 d l l P
G
33,33
100
33,33
100
P
G
33,33
100
33,33
100
P
G
33,33
100
33,33
100
ENVICOMP GmbH l G 100 100 G 100 100 G 100 100 2 - a
WESTFALIA INTRALOG GmbH
SULO EISENWERK STREUBER & LOHMANN GmbH
l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
2 - a
2 - b
SULO UMWELTTECHNIK GmbH l G 100 100 G 100 100 G 100 100 2 - b
SULO UMWELTTECHNIK BETEILIGUNGS GmbH
SULO EMBALLAGEN BETEILIGUNGS GmbH
x2012 h l
l
G
G
100
100
100
100
G
G
100
100
100
100
G
G
100
100
100
100
2 - b
PLASTIC OMNIUM URBAN SYSTEMS GmbH l G 100 100 G 100 100 G 100 100 2 - a
PLASTIC OMNIUM COMPOSITES GmbH
RMS ROTHERM MASCHINENBAU GmbH
l l G
G
100
7
0
100
7
0
G
G
100
7
0
100
7
0
G
G
100
7
0
100
7
0
2 - b
HBPO Ingolstadt GmbH l P 33,33 33,33 P 33,33 33,33 P 33,33 33,33
Reportable segments 30 June 2013 31 December 2012 30 June 2012
Company Automotive Environ ment Not
allocated
Consolidation
method
% voting
rights
%
intere
st
Consolidation
method
% voting rights % interest Consolidation
method
% voting
rights
%
intere
st
Tax
group
Hungary
HBPO MANUFACTURING HUNGARY Kft
HBPO AUTOMOTIVE HUNGARIA Kft
a2012 l
l
P
P
33,33
33,33
33,33
33,33
P
P
33,33
33,33
33,33
33,33
P
-
33,33
-
33,33
-
India
INERGY AUTOMOTIVE SYSTEMS INDIA
INERGY AUTOMOTIVE SYSTEMS MANUFACTURING INDIA
PVT LTD
l
l
G
G
100
5
5
100
5
5
G
G
100
5
5
100
5
5
G
G
100
5
5
100
5
5
Ireland
INERGY AUTOMOTIVE SYSTEMS REINSURANCE LTD
l G 100 100 G 100 100 G 100 100
Japan
INERGY AUTOMOTIVE SYSTEMS KK
l G 100 100 G 100 100 G 100 100
Malaysia
HICOM HBPO SDN. BHD.
a2013 l MEE 13,33 13,33 - - - - - -
Mexico
PLASTIC OMNIUM AUTOMOVIL SA DE CV
PLASTIC OMNIUM AUTO EXTERIORES SA DE CV
PLASTIC OMNIUM INDUSTRIAL AUTO EXTERIORES RAMOS
ARIZPE SA DE CV
PLASTIC OMNIUM DEL BAJIO SA DE CV
INERGY AUTOMOTIVE SYSTEMS MEXICO SA DE CV
INERGY AUTOMOTIVE SYSTEMS INDUSTRIAL MEXICO SA DE
CV
l
l
l
l
l
l
G
G
G
G
G
G
100
100
100
100
100
100
100
100
100
100
100
100
G
G
G
G
G
G
100
100
100
100
100
100
100
100
100
100
100
100
G
G
G
G
G
G
100
100
100
100
100
100
100
100
100
100
100
100
INOPLAST COMPOSITES SA DE CV
INOPLASTIC OMNIUM INDUSTRIAL SA DE CV
PLASTIC OMNIUM SISTEMAS URBANOS SA DE CV
HBPO MEXICO SA DE CV
PLASTIC OMNIUM MEDIO AMBIENTE SA DE CV
PLASTIC OMNIUM TOLUCA SA DE CV
CREATEC DE MEXICO SRL DE CV
PULIDOS DE JUAREZ SA DE CV
a2012
a2012
l
l
l
l
l
l
l
l
G
G
G
P
G
G
G
G
100
100
100
33,33
100
100
100
100
100
100
100
33,33
100
100
100
100
G
G
G
P
G
G
G
G
100
100
100
33,33
100
100
100
100
100
100
100
33,33
100
100
100
100
G
G
G
P
G
G
-
-
100
100
100
33,33
100
100
-
-
100
100
100
33,33
100
100
-
-
Middle East
INERGY VLA PLASTIRAN
l G 5
1
5
1
G 5
1
5
1
G 5
1
5
1
Morocco
INERGY AUTOMOTIVE SYSTEMS MOROCCO
l G 100 100 G 100 100 G 100 100
Netherlands
PLASTIC OMNIUM BV
PLASTIC OMNIUM INTERNATIONAL BV
SULO BV
DSK PLASTIC OMNIUM BV
a2012 l l
l
l G
G
G
G
100
100
100
5
1
100
100
100
5
1
G
G
G
G
100
100
100
5
1
100
100
100
5
1
G
G
G
G
100
100
100
5
1
100
100
100
5
1
5
5
5
Poland
INERGY AUTOMOTIVE SYSTEMS POLAND Sp. Z.O.O
PLASTIC OMNIUM AUTO EXTERIORS Sp Z.O.O
SULO Sp. Z.O.O
PLASTIC OMNIUM AUTO Sp Z.O.O
l
l
l
l G
G
G
G
100
100
100
100
100
100
100
100
G
G
G
G
100
100
100
100
100
100
100
100
G
G
G
G
100
100
100
100
100
100
100
100
Romania
INERGY AUTOMOTIVE SYSTEMS ROMANIA
l G 100 100 G 100 100 G 100 100
Russia
OOO STAVROVO AUTOMOTIVE SYSTEMS
DSK PLASTIC OMNIUM INERGY
a2012 l
l
G
G
100
5
1
100
5
1
G
G
100
5
1
100
5
1
G
G
100
5
1
100
5
1
Singapore
SULO ENVIRONMENTAL SYSTEMS PTE Ltd
l G 100 100 G 100 100 G 100 100
Slovakia
PLASTIC OMNIUM AUTO EXTERIORS S.R.O.
INERGY AUTOMOTIVE SYSTEMS SLOVAKIA S.R.O.
HBPO SLOVAKIA S.R.O
l
l
l
G
G
P
100
100
33,33
100
100
33,33
G
G
P
100
100
33,33
100
100
33,33
G
G
P
100
100
33,33
100
100
33,33
South Africa
INERGY AUTOMOTIVE SYSTEMS SOUTH AFRICA LTD
l G 100 100 G 100 100 G 100 100
South Korea
SHB AUTOMOTIVE MODULES
HBPO KOREA Ltd
INERGY AUTOMOTIVE SYSTEMS CO LTD
l
l
l
P
P
G
16,67
33,33
100
16,67
33,33
100
P
P
G
16,67
33,33
100
16,67
33,33
100
P
P
G
16,67
33,33
100
16,67
33,33
100
Spain
COMPANIA PLASTIC OMNIUM SA
PLASTIC OMNIUM EQUIPAMIENTOS EXTERIORES SA
PLASTIC OMNIUM SISTEMAS URBANOS SA
INERGY AUTOMOTIVE SYSTEMS VALLADOLID SL
INERGY AUTOMOTIVE SYSTEMS SPAIN SA (Arevalo/Vigo)
VALEO PLASTIC OMNIUM SL
PLASTIC OMNIUM COMPOSITES ESPANA
HBPO IBERIA SL
SIGNATURE SENALIZACION SA
HBPO AUTOMOTIVE SPAIN SL
PLASTIC OMNIUM COMPONENTES EXTERIORES SL
f21 l
l
l
l
l
l
l
l
l
l
l G
G
G
G
G
P
G
P
G
P
G
100
100
100
100
100
5
0
100
33,33
100
33,33
100
100
100
100
100
100
5
0
100
33,33
100
33,33
100
G
G
G
G
G
P
G
P
G
P
G
100
100
100
100
100
5
0
100
33,33
100
33,33
100
100
100
100
100
100
5
0
100
33,33
100
33,33
100
G
G
G
G
G
P
G
P
G
P
G
100
100
100
100
100
5
0
100
33,33
100
33,33
100
100
100
100
100
100
5
0
100
33,33
100
33,33
100
3
3
3
3
3
Sweden
PLASTIC OMNIUM AB
l G 100 100 G 100 100 G 100 100
Switzerland
PLASTIC OMNIUM AG
PLASTIC OMNIUM RE AG
SIGNAL AG
f21 l
l
l G
G
G
100
100
5
0
100
100
5
0
G
G
G
100
100
5
0
100
100
5
0
G
G
G
100
100
5
0
100
100
5
0
Thailand
INERGY AUTOMOTIVE SYSTEMS (THAILAND) LTD
l G 100 100 G 100 100 G 100 100
Turkey
B.P.O. AS
l G 49,98 49,98 G 49,98 49,98 G 49,98 49,98
Reportable segments 30 June 2013 31 December 2012 30 June 2012
Company Automotive Environ ment Not
allocated
Consolidation
method
% voting
rights
%
intere
st
Consolidation
method
% voting
rights
% interest Consolidation
method
% voting
rights
%
intere
st
Tax
group
United Kingdom
PLASTIC OMNIUM AUTOMOTIVE LTD l G 100 100 G 100 100 G 100 100 6
PLASTIC OMNIUM LTD l G 100 100 G 100 100 G 100 100 6
PLASTIC OMNIUM URBAN SYSTEMS LTD l G 100 100 G 100 100 G 100 100 6
SIGNATURE LTD f21 l G 100 100 G 100 100 G 100 100
SULO MGB LTD l G 100 100 G 100 100 G 100 100
HBPO UK LTD l P 33,33 33,33 P 33,33 33,33 P 33,33 33,33
POST & COLUMN COMPANY LTD f21 l G 100 100 G 100 100 G 100 100
United States
PLASTIC OMNIUM AUTO EXTERIORS LLC l G 100 100 G 100 100 G 100 100 4
PERFORMANCE PLASTICS PRODUCTS - 3 P INC. e2012 l G 100 100 G 100 100 G 100 100 4
PLASTIC OMNIUM INC. l G 100 100 G 100 100 G 100 100 4
PLASTIC OMNIUM INDUSTRIES INC. l G 100 100 G 100 100 G 100 100 4
INERGY AUTOMOTIVE SYSTEMS (USA) LLC l G 100 100 G 100 100 G 100 100 4
PLASTIC OMNIUM AUTOMOTIVE SERVICES INC. l G 100 100 G 100 100 G 100 100 4
HBPO NORTH AMERICA INC. l P 33,33 33,33 P 33,33 33,33 P 33,33 33,33
INERGY AUTOMOTIVE SYSTEMS HOLDING INC. l G 100 100 G 100 100 G 100 100

Consolidation method and notes:

FC: Full consolidation

P: Proportionate consolidation EM: : Equity method

Movements during the period:

New companies:

a2012 Companies newly-formed and/or in start-up phase in 2012 a2013 Companies newly-formed and/or in start-up phase in 2013

Acquired companies:

b2012 Companies acquired in 2012 b2013 Companies acquired in 2013

Divested companies:

c2012 Companies divested in 2012 c2013 Companies divested in 2013 c21 Companies sold as part of the unwinding of the partnership with Eurovia in 2012 (with effect from 1 January 2012).

Merged companies:

d2012 Companies merged in 2012 d2013 Companies merged in 2013 d21 Merger of Plastic Omnium Signalisation SAS into Plastic Omnium Environnement Holding SAS in 2012

Liquidated companies:

e2012 Companies liquidated in 2012 e2013 Companies liquidated in 2013

Bought-out non-controlling interests:

f2012 Non-controlling interests bought out in 2012 f2013 Non-controlling interests bought out in 2013 f21 Non-controlling interests acquired as part of the unwinding of the partnership with Eurovia in 2012 (with effect from 1 January 2012)

Sold non-controlling interests:

g2012 Non-controlling interests sold in 2012 g2013 Non-controlling interests sold in 2013

Acquired businesses:

h2012 Businesses acquired in 2012 h2013 Businesses acquired in 2013

Sold businesses:

i2012 Businesses sold in 2012 i2013 Businesses sold in 2013

Renamed companies:

x2013 Companies whose name was changed in 2013

x2013 a Jiangsu Xieno Automotive Components Co Lit was renamed PO Composites (Jiangsu) Co. Ltd on 18 April 2013

x2012 Companies whose name was changed in 2012

  • x2012 a Plastic Omnium Environnement Holding SAS is the new name of Compagnie Signature SAS
  • x2012 b Signalisation France SA is the new name of Signature SA

x2012 c Plastic Omnium Signalisation SAS is the new name of Signature Vertical Holding SAS

  • x2012 d Plastic Omnium Environnement GmbH is the new name of SULO Verwaltung und Technik GmbH
  • x2012 e Plastic Omnium Caraïbes SAS is the new name of Plastic Omnium Caraïbe SASU
  • x2012 f Plastic Omnium Environnement Guyane SAS is the new name of Plastic Omnium Environnement Guyane SASU
  • x2012 g HBPO Beteiligungsgesellschaft GmbH is the new name of HBPO Beteiligungsgesellschaft mbH
  • x2012 h SULO Emballagen Beteiligungs GmbH is the new name of SULO Emballagen GmbH
  • x2012 hi Plastic Omnium Auto Exteriors (India) Pvt Ltd is the new name of Plastic Omnium Varroc Private Ltd

Tax groups:

  • 1 a Plastic Omnium France
  • 1 b Signature Vertical Holding
  • 2 a SD Germany
  • 2 a Plastic Omnium GmbH (Germany)
  • 3 Spain
  • 4 United States
  • 5 Netherlands
  • 6 United Kingdom

MAZARS

61, rue Henri Regnault 92075 Paris-La-Défense Société Anonyme d'Expertise Comptable et de Commissariat aux Comptes au capital de € 8.320.000 Nanterre B 784 824 153

Commissaire aux Comptes Membre de la compagnie régionale de Versailles

ERNST & YOUNG ET AUTRES

1, place des Saisons 92037 Paris-La-Défense S.A.S. à capital variable

Commissaire aux Comptes Membre de la compagnie régionale de Versailles

Compagnie Plastic Omnium Period from January 1, 2013 to June 30, 2013

Statutory auditors' review report on the first half-yearly financial information

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual Shareholders' meeting and in accordance with the requirements of article L. 445-1-2 III of the French monetary and financial code (Code monétaire et financier), we hereby report to you on:

  • the review of the accompanying condensed half-yearly consolidated financial statements of Compagnie Plastic Omnium, for the period from January 1, 2013 to June 30, 2013, and
  • the verification of the information contained in the interim management report.

These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

I. Opinion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the condensed half-yearly consolidated financial statements are not prepared in all material respects in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

II. Specific verifications and information

We have also verified the information presented in the interim management report in respect of the condensed half-yearly financial statements subject to our review.

We have no matters to report as to its fair presentation and its consistency with the condensed half-yearly financial statements.

Paris-La-Défense, July 23, 2013

The statutory auditors French original signed by

Jean-Luc Barlet Gilles Rabier

MAZARS ERNST & YOUNG ET AUTRES

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