Quarterly Report • Sep 2, 2013
Quarterly Report
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| 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 |
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
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.
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.
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.
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.
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 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.
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.
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.
| (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).
| (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.
| (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) |
|---|---|---|---|---|---|---|
| ---------------------------- | -------- | --------- | ---------- | --------- | --------- | ---------- |
| 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.
| (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).
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.
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.
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.
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 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.
Plastic Omnium's operations are not seasonal in nature.
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.
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.
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".
There is no new information to report concerning acquisitions completed in 2012. These included:
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 |
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.
| 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.
| (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.
| (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.
The following table shows revenue generated by the Group's subsidiaries in the regions indicated.
| (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% |
| (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% |
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)% |
| (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.
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) |
| (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) |
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.
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.
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) |
| (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) |
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.
| 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 |
| 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.
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.
| (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.
| (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 |
| 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.
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.
| 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.
| (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 |
| 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.
| (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 |
| (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.
| (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").
These investments are broken down between:
Details are as follows:
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:
In first-half 2012, €18,047 thousand was invested, corresponding to:
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.
Disposals are also broken down into two categories, as follows:
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.
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.
| (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.
| (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 |
| 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) |
| 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%).
| (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).
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:
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 |
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 |
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.
| 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".
| 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.
| 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% |
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):
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".
"Interest rate derivatives (fair value)" recorded in assets and liabilities include both interest rate hedges and currency hedges.
| 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.
| 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.
| (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) |
| (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.
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.
| (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 |
| (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 |
| 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.
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.
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).
The analysis of liquidity risk by maturity presented below is based on undiscounted contractual cash flows from financial liabilities:
| (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 |
| (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.
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.
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.
| 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 |
FC: Full consolidation
P: Proportionate consolidation EM: : Equity method
a2012 Companies newly-formed and/or in start-up phase in 2012 a2013 Companies newly-formed and/or in start-up phase in 2013
b2012 Companies acquired in 2012 b2013 Companies acquired in 2013
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).
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
e2012 Companies liquidated in 2012 e2013 Companies liquidated in 2013
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)
g2012 Non-controlling interests sold in 2012 g2013 Non-controlling interests sold in 2013
h2012 Businesses acquired in 2012 h2013 Businesses acquired in 2013
i2012 Businesses sold in 2012 i2013 Businesses sold in 2013
x2013 a Jiangsu Xieno Automotive Components Co Lit was renamed PO Composites (Jiangsu) Co. Ltd on 18 April 2013
x2012 c Plastic Omnium Signalisation SAS is the new name of Signature Vertical Holding SAS
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
1, place des Saisons 92037 Paris-La-Défense S.A.S. à capital variable
Commissaire aux Comptes Membre de la compagnie régionale de Versailles
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:
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.
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.
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
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