Annual Report • Apr 29, 2013
Annual Report
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| p. 3 | Description of businesses |
|---|---|
| p. 3 | Research and development |
| p. 4 | Year in Review |
| p. 6 | Accounting policies |
| p. 6 | Risk Management |
| p. 9 | Highlights of the group's performance in 2011 |
| p. 11 | Environmental and social information |
| p. 17 | Financial review of Compagnie Plastic Omnium |
| p. 18 | Executive and Corporate offi cers' compensation |
| p. 23 | Share capital |
| p. 23 | Ownership structure |
| p. 24 | Share buyback program |
| p. 25 | Report of the Board of Directors on the resolutions submitted to the Ordinary Shareholders' Meeting |
Other information p. 28
| p. 30 | Preparation and organization of the work |
|---|---|
| of the Board of Directors | |
| p. 32 | Internal control and risk management procedures |
| p. 37 | Statutory Auditors' report on the report |
| of the Chairman of the Board of Directors |
p. 40
p. 47
As presented by the Board of Directors of Compagnie Plastic Omnium to shareholders at the Annual Meeting of 26 April 2012
Plastic Omnium is a manufacturing and services company that partners carmakers and local communities through its two core businesses – Automotive Equipment and Environment.
In Automotive Equipment, which accounted for 88% of 2011 revenue, the Company holds leadership positions in two business segments.
Plastic Omnium Auto Exterior is ranked number one worldwide in exterior components and modules. The Division designs and delivers a wide array of thermoplastic and composite parts and modules, including bumpers and energy absorption systems, fender and front-end modules, and products made from composite materials, especially tailgates. In 2011, Plastic Omnium Auto Exterior delivered 14 million painted bumpers and 3.2 million front-end modules. Active in the body component segment, Plastic Omnium Auto Exterior designs customized, high value-added, multi-material solutions that can integrate a greater number of functions, while enhancing safety performance, making vehicles lighter and reducing carbon emissions.
Plastic Omnium Auto Inergy is the world's leading manufacturer of plastic fuel systems, with nearly 15 million units produced during the year. An integrated safety and emission-control product, the fuel system houses several functions, including the car's fi ller, storage, fuel level gauge, ventilation and engine supply systems.
Both businesses operate around the world, with 85 industrial facilities on fi ve continents and nearly 17,000 employees, and work with practically all global carmakers.
The Environment Division accounted for 12% of consolidated revenue. Pooling the expert capabilities of Plastic Omnium Urban Systems, Sulo and Compagnie Signature, the Division provides cities with the equipment they need, enhances the living environment, and makes roads and highways safer thanks to a comprehensive, integrated portfolio of products and services that includes waste containers, data management systems, urban design solutions and road signage.
The business operates mainly in Europe, with 2,800 employees and 18 plants.
An integral part of Plastic Omnium's long-term strategy, innovation supports the Company's performance and its reputation as a leader in automotive equipment and services for local communities.
In 2011, a total of €206 million was allocated for research and development, equivalent to 4.9% of revenue.
More than 1,200 engineers and technicians – 6% of the workforce – are employed worldwide in 2 R&D centers and 12 development and engineering facilities that provide local support for carmaker projects in their various markets.
The Company manages a portfolio of 2,512 patents, of which 26 were fi led in 2011.
In its Automotive Equipment businesses, Plastic Omnium focuses its research on solutions that reduce carbon dioxide (CO2 ) and nitrous oxide (NOx) emissions and helps automobile manufacturers to build the clean car of tomorrow by activating three main levers:
Lighter vehicles play an important role in helping to meet carbon emissions thresholds set by the European Union and governments in various Plastic Omnium host countries. These thresholds call for a weighted average of 130 grams of CO2 per kilometer for all vehicles sold by a carmaker each year beginning in 2012 and are backed by fi nancial penalties for manufacturers who fail to comply.
A world leader in the market for exterior parts, in which thermoplastics already generate signifi cant weight savings compared with steel, Plastic Omnium goes a step further with products made from composite materials for automotive structural and exterior components. Tailgates and fl oor modules currently in production weigh 30% less than comparable steel solutions. The utilization rate of thermoplastic and composite materials in automobile construction is expected to double in the next ten years. By combining these technologies, Plastic Omnium can off er the material best suited to each application, thereby helping to make vehicles lighter.
At the Frankfurt International Auto Show in September 2011, Plastic Omnium presented its most recent developments and its portfolio of new high-performance thermoplastic and composite solutions that reduce total vehicle weight by a maximum. Using the most appropriate material for each application reduces weight by 110 kg, a savings of 45% compared with a conventional steel structure. ∑-Sigmatech, the Company's international R&D center for automobile modules and exterior components created in 2002 near Lyon, is being enlarged to speed the development of automotive structural parts made with composite materials.
Plastic Omnium Auto Inergy has also stepped up the development of systems that control and reduce emissions of hydrocarbons, nitrous oxide and carbon dioxide with its Twin Sheet Blow Molding (TSBM™) and Selective Catalytic Reduction (SCR-DINOx) solutions.
TSBM™ technology helps reduce hydrocarbon emissions by integrating a large number of components into the fuel tank during the blow molding stage instead of welding them once the tank has been manufactured. The SCR system is designed to reduce diesel engine nitrous oxide emissions 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 its second generation (DINOx Premium), the SCR system eliminates 95% of a diesel vehicle's NOx emissions and up to 8% of its CO2 emissions. Optimized in terms of size and performance, the system meets future emissions and fuel consumption standards, including the EURO VI standard scheduled to take effect in Europe beginning in 2014. In early 2012, a major order was received from Germany's Audi, which has chosen Inergy to supply SCR systems for most of the diesel vehicles it produces, beginning in 2015. The order is for 500,000 SCR systems a year, representing an estimated €500 million over the vehicles' entire life. In 2011, Inergy supplied Audi with approximately 36,000 SCR systems. Other orders for the system have been received from General Motors and Chrysler.
Plastic Omnium's weight-saving solutions for hybrid and electric vehicles are especially important in that they off set battery weight while optimizing vehicle range. For hybrids, Inergy has developed the INbaffl e range of noise reduction systems that attenuate the sloshing caused by the movement of fuel in the tank when the vehicle comes to a halt and the sloshing is no longer covered by the noise of the engine. For future plug-in hybrids, whose batteries can be recharged via a regular electrical outlet, Inergy is developing appropriate fuel storage solutions. For gasoline versions, fuel vapors cannot be treated when the car is operating in all-electric mode or when it is at a standstill. To remedy this situation, Inergy has developed reinforced plastic fuel systems that safely store hydrocarbon vapor until the internal combustion engine is restarted and the vapor is purged.
In the Environment business, research programs focus on increasing the amount of recycled and "green" material used in production. Plastic Omnium Environment has introduced the first wheeled bin manufactured entirely with plant-based polyethylene derived from sugarcane. The Division also strengthened its waste collection data management services with geo-positioning solutions and incentive-based invoicing systems to encourage users to sort their waste more effectively. It also developed the Your City, Your Design offering that allows municipalities to adapt waste containers and urban furniture to their own design specifications.
In 2011, Plastic Omnium pursued its strategy of making targeted acquisitions in its two businesses – Automotive and Environment – to accelerate their potential for growth in new regions and with new customers.
In the Automotive Division, wholly owned subsidiary Plastic Omnium Auto Inergy (POAI) acquired the plastic fuel system/fuel tank manufacturing assets of Ford Motor Company's Automotive Components Holdings LLC subsidiary in Milan, Michigan on 1 June 2011.
The business produces 1.3 million fuel tanks a year.
The acquired operations have strengthened POAI's North American manufacturing base, which already includes three plants – in Adrian, Michigan; Anderson, South Carolina; and Ramos, Mexico – that mainly supply General Motors, Hyundai, Nissan and Chrysler. A new plant will be built in Michigan to which current production at the Milan plant will be transferred in 2013.
The acquisition also enables Plastic Omnium Auto Inergy to forge a global partnership with Ford by becoming a worldwide Aligned Business Framework (ABF) Supplier.
At the same time, Ford has now become one of POAI's leading global customers.
On 29 December 2011, Plastic Omnium Auto Exterior acquired Plastal Poland's manufacturing assets. Located in Gliwice and Poznan, the two plants generated more than €60 million in revenue in 2010. They mainly supply Fiat, Volkswagen, BMW, Audi and Ford, and employ some 600 people. The acquisition strengthens Plastic Omnium Auto Exterior's base in Eastern Europe, where it currently has plants in Poland, the Czech Republic and Slovakia that supply Volkswagen, Audi, Porsche, Skoda, PSA Peugeot Citroën and General Motors. It also reflects Plastic Omnium's successful sale efforts in the region, especially for mass-market cars currently being launched like the all-new Volkswagen Up! and the Opel Astra.
This targeted external growth strategy also involves acquiring majority stakes in joint ventures with companies based in countries in which the Company wants to develop its operations.
In July 2011, Plastic Omnium Auto Inergy announced the creation of a joint venture with Beijing Hainachuan Automotive Parts Co Ltd (BHAP), a subsidiary of Beijing Automotive Industry Co (BAIC). BAIC is one of China's leading automobile manufacturers, selling cars in the local market under its own brand and through its joint ventures with Mercedes Benz and Hyundai. The new company will be owned 40% by BHAP and 60% by Plastic Omnium Auto Inergy, which will contribute its Beijing production plant, where fuel systems for Hyundai are already being produced. The transaction strengthens POAI's growth potential in China, the world's largest automobile market, by creating a cooperative relationship with BAIC and its partners Mercedes and Hyundai in China. The joint company was officially created on 6 February 2012.
On 21 May 2011, Plastic Omnium and Russia's Detalstroykonstruktsiya signed an agreement to create a joint company 51% owned by Inergy that would be the Russian market leader in plastic gasoline tanks and fuel systems. Comprising the manufacturing assets of Plastic Omnium Auto Inergy, which already has industrial operations in Stavrovo, and of its Russian partner, in Togliatti, the company will supply fuel systems for Avtovaz (the Russian leader with a 27% market share) in Togliatti, Ford in St. Petersburg and Avtoframos in Moscow, as well as for future Nissan and Renault models to be produced in Moscow. With Russian competition authorities having approved the transaction on 13 January 2012, the joint company should be operational in early April and is expected to generate revenue of around €40 million in 2012. It will benefit from the rapidly expanding Russian market and from the gradual substitution of plastic fuel tanks for steel models, which still account for 60% of the local market, whereas nearly all tanks in Europe are made of plastic.
In the Environment Division, Plastic Omnium strengthened its regional leadership in the fast-growing underground waste containers market with the May 2011 acquisition of Rotherm, one of the leading European manufacturers in this segment. Based in Stadtlohn, in North Rhine-Westphalia, the company reported revenue of €17 million in 2011.
Underground containers take up less space in public areas, while their large size means that they need fewer collection rounds, thereby reducing both truck traffic and operating costs for public authorities.
The number of these containers is expected to triple in Europe by 2015, generating a targeted €100 million in revenue for Plastic Omnium. At present, the Company's backlog totals 10,000 underground containers, representing total revenue of €50 million.
Worldwide automobile production is expected to increase by 27% between 2011 and 2015. More than 70% of this growth will come from increasingly affl uent countries with still relatively few automobiles per capita, in particular China, India, Russia and a number of South American countries. Plastic Omnium's strategy is to support automobile manufacturers in these regions.
In 2011, fi ve new plants were built in:
The 43% increase in R&D spending in 2011 refl ects Plastic Omnium's determination to become a clean vehicle specialist, by helping to drive down CO2 and NOx emissions, and a waste reduction specialist, through the activities of its Environment Division.
Plastic Omnium Auto Exterior's backlog now includes ten orders for composite-material tailgates, which weigh fi ve to ten kilograms less than their sheet-metal equivalents.
To support carmakers' increasing use of parts made with composite materials and meet demand for hybrid and all-thermoplastic tailgates, Plastic Omnium has bolstered its production facilities in Spain and the United Kingdom and expanded its international R&D center in France.
Attesting to the success of its SCR system that reduces diesel engine nitrous oxide emissions, Plastic Omnium Auto Inergy was awarded a contract with Audi to supply equipment for most of the carmaker's diesel cars beginning in 2015. In addition, Plastic Omnium Auto Inergy is developing its range of fuel systems for hybrid vehicles, with 22 orders already booked.
Plastic Omnium Environment won its fi rst contracts for the new wheeled bin launched in late 2010, which is manufactured entirely from plant-based polyethylene derived from sugarcane. The aim is to sell 300,000 units per year.
The Division also received new orders for underground containers, including for the 14 towns in the Versailles Grand Parc Urban Community, which have a combined population of 186,000. In all, 300 underground containers were ordered and will be installed by mid-2013. They were designed and developed by POEnvdesign Studio, Plastic Omnium Environment's in-house engineering unit.
On 21 March, Compagnie Plastic Omnium rejoined the SBF 120 index and joined the newly created CAC Mid 60 index.
The three-for-one stock split approved by shareholders on 28 April 2011 was carried out on 10 May 2011, so that the share capital is now represented by 52,583,797 shares with a par value of €0.17 each.
These events helped to increase stock liquidity. An average of 110,000 shares a day were traded in 2011, versus 80,000 in 2010.
Accounting policies are described in the appendices to the parent company's consolidated fi nancial statements.
The automotive business depends on a wide range of factors, some of which are regional in nature, such as economic activity, carmaker production strategy, consumer access to credit and the regulatory environment. Moreover, each automobile program is unique (brand, design, launch date, possibility a model not to be renewed, etc.). As a result, investment in a given program includes additional risk that may aff ect sales.
The Company's commitment to diversifying its businesses and increasing the number of automobile programs represents a key component of its strategic vision that signifi cantly reduces exposure to geographic and other risks.
The Automotive Division has more than 30 customers in 23 countries, comprising nearly all global carmakers and serving diff erent market segments with two distinct product families.
In terms of commitments, all new projects are subject to a highly detailed approval process. The largest projects must be authorized by the Company's Executive Management team. Once a project has been accepted, a structured operational and fi nancial monitoring system is set up to track it.
Auto industry performance is based on an outstandingly effi cient, tightly managed supply chain involving close relationships with partners. Supplier accreditation for a given program is a lengthy process, making it diffi cult to change partners quickly in the event of an unexpected breakdown in the chain. For this reason, partner selection and monitoring are key success factors.
Consequently, all automotive suppliers must be accredited according to meticulously defi ned operational, fi nancial and regional criteria.
In the Automotive Division, a panel of chosen suppliers is monitored each quarter on a recurring basis by the Purchasing Department, with the support of specialized agencies.
The Environment Division has more than one supplier for the most important materials. It also constantly monitors a number of major suppliers with support from corporate units and, as needed, from outside agencies.
Lastly, operating units are especially vigilant in this area. They focus on eff ectively anticipating and managing breakdowns in the supply chain that, while infrequent, can quickly become a problem.
That's why, following the earthquake and tsunami at Fukushima on 11 March 2011, a crisis unit was immediately set up to monitor on a day-to-day basis the risks and impact on the Company's supplies. Daily tracking of inventory and of the disaster recovery plans for concerned supplier facilities made it possible to implement the necessary security measures. This system helped to considerably reduce or avoid impact on the Company's production and that of its customers.
The availability, integrity and confi dentiality of information is a major concern of senior management.
To manage information provided by the Company, both internally and externally, the IT System Department ensures that systems set up in subsidiaries comply with its standards and the Technical Aff airs unit plays a key role in guaranteeing compliance. The unit, which reports to the IT System Department, oversees all front offi ce needs, back offi ce applicative and technical architectures, network and telecommunication infrastructure, and operational and support systems.
Moreover, the IT System Department has added an IT System Security unit, which continued to develop the most advanced control systems in 2011. In addition, the creation of a corporate data center confi rmed the Company's integration of new technologies and leading-edge security standards.
With regard to safety and the environment, Compagnie Plastic Omnium has introduced a policy that is described in the Sustainable Development section of the Annual Report. Deployed worldwide, this policy is based on a shared vision, a structured management system, regular reporting and an ongoing certifi cation program.
It is managed by the Company's Executive Committee, which every month examines subsidiaries' performance based on data transmitted via the reporting system set up to help drive continuous improvement.
A dedicated organization comprised of front-line Health, Safety and Environment (HSE) facilitators is responsible for supporting and coordinating deployment. This network of experts is led by the Company's Safety and Environment Department, backed by safety and environment managers at Division level. However, overall responsibility for managing safety and environment risks lies with the Division senior executives.
Ongoing corrective and improvement action plans have been introduced and included in the programs to obtain ISO 14001 and OHSAS 18001 certifi cation for Plastic Omnium facilities. These action plans promote the wider use of best practices and include training in REACH legislation, ergonomics and man-machine interface procedures, as well as in tools for the Top Safety in-house program and equipment compliance upgrades.
The Company also has its own management system. Promoted by the Executive Committee, the system is based on fi ve management roadmaps: leadership, motivation, competence, the search for excellence and working conditions. Its deployment is being overseen by a dedicated Environmental Safety Committee comprised of several Executive Committee members.
In 2011, OHSAS 18001 certifi cation was renewed for the Company's system that centrally manages the safety of people and property.
With regard to product and process quality, the Divisions have implemented dedicated organizations and reliable processes whose robustness and eff ectiveness are systematically tested by certifi cation procedures – ISO 9001 for the Environment Division and ISO/TS 16949 for the Automotive Division. These organizations and processes are aligned with systems that have been widely used in industry for many years, especially in the automotive industry.
Compagnie Plastic Omnium operates a cash pooling system for subsidiaries organized around Plastic Omnium Finance, which manages liquidity, currency and interest rate risks on their behalf. The market risk hedging strategy, which involves entering into on- and off -balance sheet commitments, is approved every quarter by the Chairman and Chief Executive Offi cer.
The Company must have access, at all times, to adequate fi nancial resources not only to fi nance operations and the investments required to support its growth, but also to withstand the eff ects of any exceptional developments.
To meet this need, Compagnie Plastic Omnium and some of its subsidiaries have medium-term fi nancial resources in the form of confi rmed bank lines of credit that are not subject to any fi nancial covenants. At 31 December 2011, the average maturity of these lines of credit was more than three years. The Company also has programs of receivables sales with an average maturity of more than three years. At 31 December 2011, available medium-term facilities covered the Company's fi nancing needs through 30 June 2016. Lastly, the Company has short-term lines of credit and a commercial paper program. All of the medium-term and shortterm lines of credit are with leading banking institutions.
The consolidated cash position and the cash positions of the Divisions are monitored daily and a report is submitted once a week to the Chairman and Chief Executive Offi cer and the two Chief Operating Offi cers.
Plastic Omnium operates mainly through plants that are located near its customers. As a result, exposure to currency risk is limited, except for the translation of the fi nancial statements of foreign subsidiaries. While these risks may have an impact on certain importing subsidiaries, the amounts involved are not material in relation to the consolidated fi nancial statements.
The Company's policy is to avoid any currency risk related to transactions involving a future payment or revenue. Nonetheless, if a transaction does give rise to a currency risk, it will be hedged by a forward currency contract. The hedge is set up at the subsidiary's level with Corporate Treasury, which in turn hedges the position with its banks.
Interest rate hedges used in 2011 included swaps, caps and collars. Their purpose is to hedge variable rate debt against increases in the Euribor and Libor in order to keep interest costs down.
At 31 December 2011, 87% of borrowing in euros, which account for most of Compagnie Plastic Omnium debt, was hedged for periods of 1.5 to 3.5 years, using non-speculative derivative instruments.
Plastic Omnium's operations require large amounts of plastic, steel, paint and other raw materials.
Changes in raw material prices impact the Company's operating margin.
To limit the risks of price fl uctuations, Plastic Omnium negotiates price indexation clauses with customers or, in the absence of such changes, regularly renegotiates selling prices.
In addition, annual price commitments are included in contracts with suppliers. Lastly, inventories are managed to reduce the price impact as much as possible.
The Corporate Legal Aff airs Department is supported as needed by local committees and a network of correspondents in the main countries. The Department helps operating and corporate units to prevent, anticipate and manage recurring and non-recurring business-related legal risks as well as claims and litigation.
Research and innovation are among the main pillars of both the Automotive and Environment Divisions. To protect the Company against any appropriation of an invention or brand by a third party, the Legal Aff airs Department, with the assistance of outside advisors and the support of the Research and Development Departments, is responsible for defending the Company's intellectual property interests.
The Company is exposed to the risk of warranty and liability claims from customers with respect to the products it sells and services it provides. These risks fall into the area of contractual liability and are covered by special insurance policies.
The Company is also exposed to the risk of third-party product liability claims. These risks fall into the area of criminal liability and are covered by special insurance policies.
Given the Company's quality standards, product-related risks are considered as being eff ectively covered.
To demonstrate the Company's commitment to complying with antitrust regulations, senior management has deployed the Compagnie Plastic Omnium Code of Conduct in the Divisions.
A number of late payments were again recorded for contracts with local authorities, particularly in Spain. However, initiatives were launched to reduce overdue customer receivables and the risk is minor given the diversity and nature of the customer base.
A Credit Manager is responsible for implementing structured credit and collection procedures within the Divisions. Days sales outstanding stood at 48 days in 2011. Receivables that are over six months past due amount to €10 million, or approximately 0.24% of revenue.
In all businesses, review procedures are carried out before bids are submitted, in particular to ensure a balanced portfolio of customer receivables, according to a target profi le defi ned and monitored by Senior Management.
The Corporate Tax Aff airs Department works very closely with other units, in particular the Accounting, Legal Aff airs and Finance Departments. Comprised of three units in charge of tax aff airs at entity, business and corporate level, it is supported by a network of tax experts at headquarters and in the main countries as well as by corporate and local advisors. The Department ensures that the diff erent companies meet their tax obligations while complying with local laws and regulations and provides them with the support and expertise they need to carry out all recurring and non-recurring operations in which tax advice is necessary.
The deployment of a tax reporting system has made it possible to monitor and manage current and deferred taxes for all taxable entities and helped to speed up the preparation of the consolidated fi nancial statements. Other tools have been introduced to support the system and to provide the Corporate Tax Aff airs Department with the tax data needed to give Senior Management a comprehensive overview of the challenges and tax risks inherent in the Company's diverse, complex structure.
Compagnie Plastic Omnium has set up a worldwide insurance program for the benefi t of all its companies, supported by local insurance policies taken out in the host countries. The program is intended to cover the main risks that can aff ect its operations, results or assets and includes:
The levels of cover and the insured amounts are appropriate for the types of risk insured and take into account conditions in the insurance market.
Compagnie Plastic Omnium's consolidated revenue rose by 29.9% in 2011 to €4,220.4 million.
The increase was 12.8% at constant scope of consolidation and 14.7% at constant scope of consolidation and exchange rates.
Changes in the scope of consolidations mainly involved the acquisition of Ford Motor Company's fuel system manufacturing assets in May 2011 and, for 2010, the acquisitions of the 50% of Inergy the Company did previously own on 31 August and the exterior automotive components plant in Redondela, Spain in September.
Plastic Omnium's performance in 2011 refl ects the success of its strategy of expanding in fast-growing countries and widening its technological leadership in solutions that reduce motor vehicle weight as well as harmful emissions and amounts of waste produced.
Revenue was sharply higher in all regions, especially North America and Asia, which saw an increase of 41% year-on-year.
| in € millions and as a % of revenue by region | Year | Change | |
|---|---|---|---|
| 2010 | 2011 | ||
| France | 680.8 | 801.3 | +17,7% |
| 21% | 19% | ||
| Rest of Western Europe | 979.5 | 1,236.1 | +26,2% |
| 30% | 29% | ||
| Eastern Europe | 279.6 | 361.8 | +29,4% |
| 9% | 9% | ||
| North America | 712.6 | 1,002.1 | +40,6% |
| 22% | 24% | ||
| South America, Africa | 175.8 | 223.4 | +27,1% |
| 5% | 5% | ||
| Asia | 421.3 | 595.7 | +41,4% |
| 13% | 14% | ||
| CONSOLIDATED REVENUE | 3,249.6 | 4,220.4 | +29,9% |
| 100% | 100% | ||
The increase in revenue by business breaks down as follows:
| in € millions by business | Year | Change | |
|---|---|---|---|
| 2010 | 2011 | ||
| Plastic Omnium Automotive | 2,778.0 | 3,720.1 | +33,9% |
| Plastic Omnium Environment | 471.6 | 500.3 | +6,1% |
| CONSOLIDATED REVENUE | 3,249.6 | 4,220.4 | +29,9% |
Revenue of Plastic Omnium Automotive rose by 34% as reported and by 16% at constant scope of consolidation and exchange rates. By comparison, worldwide automobile production increased by 3%.
Plastic Omnium Automotive generated 58% of its revenue outside Western Europe, versus 56% in 2010. Business was very brisk in North America and Asia, which accounted, respectively, for 27% and 16% of Division revenue.
Five automobile manufacturers accounted for at least 10% of automotive revenue each: General Motors-Opel with 17%, PSA Peugeot Citroën with 17%, the Volkswagen-Porsche Group with 14%, Renault (including Nissan, Dacia and Samsung) with 12% and BMW with 10%. Ford's contribution, which amounted to 6% in 2011, will increase as a result of the acquisition of its assets in Milan, Michigan.
The Environment Division – Plastic Omnium Environment – reported revenue of €500.3 million, up 6.1%. Growth was led by an expanded off ering of urban equipment and waste reduction solutions and by the development of the underground container business, thanks in particular to the acquisition of Germany's Rotherm. France accounted for 41% of Division revenue.
Gross profi t totaled €614.1 million, compared with €494.1 million in 2010, and represented 14.6% of revenue in 2011, versus 15.2% the year before.
Gross R&D spending rose by €62.5 million to €206.2 million, refl ecting deeper backlog. Net research and development costs (i.e. excluding capitalized development costs and amounts reinvoiced to customers) came to €78.3 million, or 1.9% of revenue, versus €64.9 million and 2% of revenue in 2010.
Selling costs amounted to €63.3 million, or 1.5% of revenue, versus 1.7% in 2010.
Administrative expenses rose to €176.1 million in 2011, from €145.9 million in the previous year, but represented just 4.2% of revenue, versus 4.5% in 2010.
Operating margin before amortization of intangible assets acquired rose by 30% to €296.5 million.
In an environment shaped by sustained demand, Plastic Omnium Automotive continued to diligently manage costs and reported a record-high operating margin of €273.2 million that represented 7.3% of revenue (compared with 7.2% in 2010).
Plastic Omnium Environment's operating margin totaled €23.3 million, versus €25.8 million in 2010, due to a signifi cant increase in raw materials costs.
| (in € millions) | 2011 | 2010 |
|---|---|---|
| PLASTIC OMNIUM AUTOMOBILE | 273.2 | 201.4 |
| % of Division revenue | 7.3% | 7.2% |
| PLASTIC OMNIUM ENVIRONNEMENT | 23.3 | 25.8 |
| % of Division revenue | 4.7% | 5.5% |
| TOTAL | 296. 5 | 227.2 |
| % of total revenue | 7.0% | 7.0% |
Amortization of intangible assets acquired represented an expense of €17 million.
Other operating income and expenses represented a net expense of €7.3 million in 2011, comprised mainly of:
Net fi nance costs totaled €42.1 million, versus €27.2 million in 2010, and represented 1% of revenue.
Plastic Omnium recorded a tax expense of €58.1 million in 2011 (compared with an expense of €29.7 million in 2010) for an eff ective tax rate that increased to 25.3% from 16.3%.
Net profi t amounted to €171.4 millions (versus €150.7 million in 2010) and represented 4.1% of revenue.
Earnings per share stood at €3.44, compared with €2.89 in 2010. Before the three-for-one stock split in 2011, earnings per share for 2010 came to €8.68.
Pursuing its development in fast-growing regions and innovative technological solutions, the Company allocated €228 million to R&D and capital spending projects in 2011, representing 5.4% of revenue. This compares with €138 million and 4.2% of revenue in 2010. These investments were amply covered by €421 million in funds from operations, which corresponded to 10% of revenue.
At a time of strong business growth, working capital requirement was reduced by €53 million in 2011.
Free cash fl ow amounted to €153 million, representing 3.6% of revenue.
Dividend payments and share buybacks represented a total of €44 million in 2011. Outlays for acquisitions and the negative currency eff ect came to an aggregate €42 million.
Overall, net debt was reduced to €471 million (64% of equity compared with 87% at year-end 2010) or one year of EBITDA (€461 million).
Plastic Omnium also rolled over its main confi rmed lines of credit, thereby covering its fi nancing needs until 2016.
In a still uncertain economic environment, especially in Europe, worldwide automobile production is expected to rise between 3% and 5% in 2012.
Thanks to its global positioning, strengthened by the construction or launch of 11 new plants and the development of 150 new automotive programs, the Company will be able to outpace growth in automobile production in 2012 and consolidate its business model, which is based on driving profi table growth and generating free cash fl ow.
The beginning of the year is confi rming the positive trend in Compagnie Plastic Omnium's business, which is experiencing a dynamic fi rst quarter.
On 17 February 2012, Plastic Omnium and Eurovia signed a memorandum of understanding whereby the two companies agreed to unwind their cross-shareholdings in road signage and Plastic Omnium would sell its French and German road signage subsidiaries to Eurovia. The transaction is subject to approval by French and German competition authorities. The shares concerned by the transaction are carried in the balance sheet at 31 December 2011 for an amount equal to the agreed sale price.
(decree no. 2002-221 of 20 February 2002 and ministerial order of 30 April 2002)
Compagnie Plastic Omnium, which is listed on the Euronext Paris First Market, is a holding company that has no industrial operations or employees.
The environmental and social information below has been prepared based on the scope of consolidation used for the consolidated fi nancial statements, with the same rules for consolidating subsidiaries. Because environmental data requires that a subsidiary be at least 50% owned, HBPO, which is proportionately consolidated at 33.33%, is not included.
Compared to 2010, the scope of consolidation for 2011 includes seven new industrial facilities: four additional Plastic Omnium Auto Exterior plants in Poland, Mexico and China; two Plastic Omnium Auto Inergy plants in China and India, and one Plastic Omnium Environment plant in Germany.
Note also that one production facility belonging to a foreign subsidiary was closed in 2011.
Plastic Omnium pursued the formalization of its environmental management system begun in 2001.
Environmental data management and reporting is based on the empowerment of everyone involved in the process of applying ISO 14001 standards, with responsibilities decentralized to each unit. Only the general strategy and the consolidation of raw site data are centralized.
Partners and suppliers are gradually being integrated into this general process.
The active involvement of Senior Management and the deployment of a Safety and Environmental Issues organization in 2002 led to further improvement in a number of indicators in 2011:
The ISO 14001 accreditation program was pursued throughout the year, with 80 out of 89 sites certifi ed at 31 December 2011, or 90% of the total (versus 79 sites out of 85 at year-end 2010).
An OHSAS 18001 certifi cation program was launched in late 2005. As of 31 December 2011, a total of 70 facilities out of 86 had been certifi ed, representing 81% of the scope of certifi cation, compared with 66 out of 82 at year-end 2010.
Initially obtained in December 2006, OHSAS 18001 certifi cation for the Company's system that centrally manages the safety of people and property was renewed in December 2011 after a follow-up audit detected no instances of non-compliance.
| • Consumption of water, electricity and gas | ||||
|---|---|---|---|---|
| 2009 | 2010 | 2011 | ||
| Water in cu.m | Annual consumption | 1,764,298 | 2,196,986 | 2,550,046 |
| Response rate in % of revenue covered | 99% | 99.85% | 100.00% | |
| Electricity in kWh | Annual consumption | 501,563,316 | 598,750,059 | 737,939,410 |
| Response rate in % of revenue covered | 99% | 99.85% | 100.00% | |
| Gas in kWh | Annual consumption | 221,199,377 | 259,756,904 | 278,430,074 |
| Response rate in % of revenue covered | 99% | 99.85% | 100.00% | |
| 2009 | 2010 | 2011 | ||
|---|---|---|---|---|
| New plastic (in tonnes) | Annual consumption | 169,133 | 241,681 | 296,624 |
| Response rate in % of revenue covered | 99% | 99.85% | 100.00% | |
| Recycled plastic (in tonnes) | Annual consumption | 26,911 | 30,635 | 58,076 |
| Response rate in % of revenue covered | 96% | 99.85% | 100.00% | |
| Biosourced plastic (in tonnes) | Annual consumption | - | - | 112 |
| Response rate in % of revenue covered | - | - | 100.00% | |
| Total plastic (in tonnes) | Annual consumption | 196,044 | 272,316 | 354,812 |
| Response rate in % of revenue covered | 99% | 99.85% | 100.00% |
| 2009 | 2010 | 2011 | ||
|---|---|---|---|---|
| Paints (in tonnes) | Annual consumption | 5,017 | 7,203 | 8,247 |
| Response rate in % of revenue covered | 99% | 99.85% | 99.53% | |
| Solvents (in tonnes) | Annual consumption | 3,764 | 4,946 | 5,957 |
| Response rate in % of revenue covered | 99% | 99.85% | 99.53% | |
| Paints and solvents (in tonnes) | Annual consumption | 8,781 | 12,149 | 14,204 |
| Response rate in % of revenue covered | 99% | 99.85% | 99.53% | |
– Volatile organic compounds (VOCs)
| 2009 | 2010 | 2011 | |
|---|---|---|---|
| VOCs (in tonnes of carbon equivalent) | 1,274 | 1,434* | 1,684 |
| % of revenue covered by concerned facilities | 96% | 99.38% | 100.00% |
*VOC emissions for 2010 have been adjusted following the discovery of erroneous data concerning four sites.
| – Greenhouse gases | |||
|---|---|---|---|
| 2009 | 2010 | 2011 | |
| Greenhouse gases (in tonnes) | 219,158 | 264,850 | 342,920 |
| % of revenue covered by concerned facilities | 99% | 99.85% | 100.00% |
These fi gures correspond to CO2 emissions from energy consumed in industrial facilities. (Source: International Energy Agency, 2007 data).
| 2009 | 2010 | 2011 | ||
|---|---|---|---|---|
| Recycled (in tonnes) | Volume of waste | 21,103 | 31,281 | 33,996 |
| Response rate in % of revenue covered | 96% | 99.38% | 98.98% | |
| Reused (in tonnes) | Volume of waste | 7,975 | 6,422 | 7,638 |
| Response rate in % of revenue covered | 99% | 99.38% | 98.98% | |
| Final waste (in tonnes) | Volume of waste | 5,253 | 6,727 | 11,313 |
| Response rate in % of revenue covered | 99% | 99.38% | 98.98% | |
| Total (in tonnes) | Volume of waste | 34,331 | 44,430 | 52,948 |
| Response rate in % of revenue covered | 99% | 99.38% | 100.00% | |
The scope of certifi cation covers all production sites in which Compagnie Plastic Omnium holds at least a 50% share.
Forward supplier facilities are included in the certifi cation of the production sites to which they belong.
• ISO 14001 :
80 of 89 sites are now certifi ed to ISO 14001 standards. This represents 90% of the scope of certifi cation.
Plastic Omnium regularly acquires and or builds new plants. As a result, the objective of 92% certifi cation for 2011 was partially achieved. The new facilities are, however, involved in this process.
The objective for 2012 is 90% (because of a larger scope of certifi cation).
• OHSAS 18001 :
In all, 70 of 86 sites are now certifi ed to OHSAS 18001 standards. This represents 81% of the scope of certifi cation.
For the same reasons as for ISO 14001 certifi cation, the objective of 89% set for 2011 was not achieved. However, all facilities are involved in the process.
The objective for 2012 is 86% (because of a larger scope of certifi cation).
Moreover, OHSAS 18001 certifi cation for the Company's system that centrally manages the safety of people and property (initially obtained in December 2006) was renewed in December 2011 after a follow-up audit detected no instances of non-compliance.
The Safety and Environmental Issues organization created in 2001 is supported by:
Personnel from industrial facilities in Europe, the United States, Mexico and South America participated in various programs. In all, 610 managers have received training and 9,492 people have taken part in information/awareness sessions.
• In 2008, Plastic Omnium introduced an ambitious HSE plan for 2012. Based on a four-year action plan, the plan refl ects the Company's commitment to strengthening protection of people and property and to minimizing the environmental impact of its operations.
Diff erences in the number of sites, the allocation base and the response rate between 2010 and 2011 had a slight infl uence on changes in indicators.
Safety indicators (including temporary workers):
| 2009 | 2010 | 2011 | |
|---|---|---|---|
| Number of fi rst aid cases | 1,658 | 1,987 | 1,984 |
| Number of accidents without lost time | 219 | 210 | 197 |
| Number of accidents with lost time | 152 | 135 | 180 |
| Number of days of accident-related lost time | 11,503 | 5,213 | 10,654 |
Accident frequency and severity (including temporary workers):
| 2009 | 2010 | 2011 | |
|---|---|---|---|
| Accident frequency rate with lost time | 5.61 | 4.13 | 4.84 |
| Number of accidents per million hours worked. | |||
| Accident frequency rate with and without lost time | 13.70 | 10.56 | 10.13 |
| Number of accidents per million hours worked. | |||
| Accident severity rate | 0.42 | 0.16 | 0.29 |
| Number of days of accident-related lost time per 1,000 hours worked. | |||
| Accident frequency and severity (excluding temporary workers): | |||
| 2009 | 2010 | 2011 | |
| Accident frequency rate with lost time | 5.25 | 3.74 | 4.32 |
| Number of accidents per million hours worked. | |||
|---|---|---|---|
| Accident frequency rate with and without lost time | 13.08 | 10.06 | 9.39 |
| Number of accidents per million hours worked. | |||
| Accident severity rate | 0,46 | 0.18 | 0.14 |
| Number of days of accident-related lost time per 1,000 hours worked. |
The fi gures directly refl ect the impact of actions undertaken over the past nine years to improve workplace safety.
Plastic Omnium is committed to hiring the best people in all its businesses and to deploying effi cient management processes to secure their loyalty and personal fulfi llment.
The organization is driven largely by management-by-project techniques, both in development activities and in each plant's self-managing production units.
While consistently maintaining an international corporate culture, Plastic Omnium encourages local management and the resolution of problems at the level where they arise. The Group complies with local legislation and seeks to reach consensual agreements with employee representatives, who are present at all operating levels.
At year-end 2011, the Company had 19,764 employees, of which 71% outside France.
| 2011 | 2010 |
|---|---|
| (501,307) | (410,799) |
| (156,368) | (122,545) |
| (13,433) | (12,735) |
| (392) | 1,206 |
| (2,224) | (2,502) |
| (12,072) | (14,417) |
| (685,796) | (561,792) |
| (68,474) | (50,985) |
| (754,270) | (612,777) |
The following information includes all Company businesses.
In the following tables, the 2,508 employees of the HBPO joint venture and Chinese subsidiaries XieNO and YFPO are only included in the fi gures concerning employees at 31 December 2011.
| 2009 | 2010 | 2011 | |
|---|---|---|---|
| Employees at 31 December | 12,433 | 15,674 | 17,068 |
| Permanent employment contracts | 11,317 | 13,976 | 14,984 |
| Fixed-term employment contracts | 1,116 | 1,698 | 2,084 |
| Men | 9,618 | 12,296 | 13,397 |
| Women | 2,815 | 3,378 | 3,671 |
| Operators | 6,903 | 8,958 | 9,794 |
| Employees, technicians and supervisors | 3,433 | 4,185 | 4,298 |
| Managers | 2,097 | 2,531 | 2,976 |
| Terminations during the year | |||
| Redundancies | 815 | 203 | 66 |
| Terminations for other reasons | 283 | 394 | 436 |
| Total terminations | 1,098 | 597 | 502 |
| Overtime | |||
| Hours worked per week: 35 to 48, depending on the country | |||
| Overtime (full-time equivalent) | 239 | 550 | 669 |
| Temporary workers | |||
| Temporary workers (full-time equivalent) | 998 | 2,251 | 2,820 |
| Temporary workers at year-end | 1,305 | 2,274 | 2,696 |
| Employees working in shifts | |||
| Total employees working in shifts | 5,817 | 7,581 | 8,307 |
| Of which employees working only nights | 630 | 956 | 1,313 |
| Of which employees working only weekends | 29 | 59 | 156 |
| Part-time employees | 293 | 350 | 337 |
| Absenteeism and reasons (% of hours worked) | |||
| Absenteeism rate due to occupational accidents | 0.14% | 0.13% | 0.11% |
| Absenteeism rate due to other causes | 2.86% | 2.96% | 2.66% |
| Total absenteeism rate | 3.00% | 3.10% | 2.77% |
| Gender equality | |||
| Number of women managers at 31 December | 366 | 455 | 515 |
| Number of women managers hired during the year | 28 | 46 | 102 |
| Employee relations | |||
| Number of works councils | 138 | 153 | 162 |
| Other committees (training/suggestions) | 39 | 62 | 69 |
| Number of unions represented | 29 | 30 | 32 |
| Number of agreements signed during the year | 121 | 96 | 139 |
| Training | |||
| Number of employees who received training | 15,491 | 21,027 | 26,148 |
| Number of sessions per employee per year | 1.25 | 1.34 | 1.53 |
| Total expenditure on outside training (in € thousands) | 2,010 | 3,062 | 3,776 |
| Total training hours | 183,277 | 277,497 | 313,615 |
| Training hours per year per employee | 14.73 | 17.70 | 18.37 |
| Disabled employees | |||
| Number of disabled workers | 192 | 253 | 293 |
| Works council employee welfare programs (France only) | |||
| Total contribution to works council employee welfare programs (in € thousands) | 1,417 | 1,509 | 1,574 |
Compagnie Plastic Omnium posted operating revenue of €21.2 million in 2011, versus €22.1 million the previous year. The 2011 total consisted mainly of:
The Company ended the year with an operating profi t of €0.4 million, compared with an operating loss of €4.3 million in 2010.
Net interest income came to €133 million, compared with €96.9 million the year before, refl ecting the net impact of:
Taking into account a net non-operating loss of €9.8 million, income before tax amounted to €123.6 million versus €92.5 million in 2010.
The Company recorded a net income tax benefi t of €11 million in 2011 compared with €15.4 million the previous year.
As a result, net income for the year came to €134.6 million versus €108 million in 2010.
No non-deductible overhead expenses were added back to taxable income in application of Articles 223 quater and 223 quinquies of the French General Tax Code.
Compagnie Plastic Omnium ended 2011 with net debt of €69.2 million, compared with net debt of €175.5 million at 31 December 2010. The improvement primarily refl ected the purchase of new shares issued by Plastic Omnium Re AG for €16.7 million and by Plastic Omnium Plastic Recycling for €1 million and the payment of €22.5 million in dividends, off set by the €136.2 million in dividends received from subsidiaries (versus €82.6 million in 2010).
Certain information has been omitted from the "Subsidiaries and Affi liates" table, for reasons of confi dentiality.
In accordance with Article L.225-102.1 of the French Commercial Code and the AFEP-MEDEF recommendations, the total compensation and benefi ts in kind paid to each of Plastic Omnium's Executive and Corporate Offi cers in 2011 is presented in the tables below.
| Laurent BURELLE Chairman and Chief Executive Offi cer |
2010 | 2011 |
|---|---|---|
| Compensation due in respect of the year | ||
| (see details in table 2 below) | 2,808,039 | 2,938,859 |
| Value of stock options granted during the year (see details in table 4 below) | 1,280,000 | 0 |
| Value of performance shares granted during the year (see details in table 6 below) | 0 | 0 |
| TOTAL | 4,088,039 | 2,938,859 |
| Paul Henry LEMARIÉ Member of the Board and Chief Operating Offi cer |
2010 | 2011 |
| Compensation due in respect of the year | ||
| (see details in table 2 below) | 1,454,746 | 1,515,580 |
| Value of stock options granted during the year (see details in table 4 below) | 768,000 | 0 |
| Value of performance shares granted during the year (see details in table 6 below) | 0 | 0 |
| TOTAL | 2,222,746 | 1,515,580 |
| Jean-Michel SZCZERBA | ||
| Chief Operating Offi cer | 2010 | 2011 |
| Compensation due in respect of the year (see details in table 2 below) |
779,699 | 1,021,777 |
| Value of stock options granted during the year (see details in table 4 below) | 1,024,000 | 0 |
| Value of performance shares granted during the year (see details in table 6 below) | 0 | 0 |
| TOTAL | 1,803,699 | 1,021,777 |
| 2010 | |||||
|---|---|---|---|---|---|
| Laurent BURELLE Chairman and Chief Executive Offi cer |
Amounts due |
Amounts paid |
Amounts due |
Amounts paid |
|
| • Fixed compensation (1) | 80,589 | 80,589 | 81,993 | 81,993 | |
| • Variable compensation (1) (2) | 2,609,012 | 1,845,239 | 2,723,357 | 2,756,093 | |
| • Exceptional compensation | 0 | 0 | 0 | 0 | |
| • Directors fees | 118,438 | 118,438 | 133,509 | 133,509 | |
| • Benefi ts in kind | Company car | Company car | |||
| TOTAL | 2,808,039 | 2,044,266 | 2,938,859 | 2,971,595 | |
| 2010 | 2011 | ||||
| Paul Henry LEMARIÉ | Amounts | Amounts | Amounts | Amounts | |
| Member of the Board and Chief Operating Offi cer | due | paid | due | paid | |
| • Fixed compensation (1) | 80,589 | 80,589 | 81,993 | 81,993 | |
| • Variable compensation (1) (2) | 1,304,506 | 1,002,700 | 1,361,678 | 1,378,047 | |
| • Exceptional compensation | 0 | 0 | 0 | 0 | |
| • Directors fees | 69,651 | 69,651 | 71,909 | 71,909 | |
| • Benefi ts in kind | Company car | Company car | |||
| TOTAL | 1,454,746 | 1,152,940 | 1,515,580 | 1,531,949 |
(1) Paid by Burelle SA
(2) Burelle SA pays gross compensation to Executive and Corporate Offi cers for their management services, which is billed on to Compagnie Plastic Omnium and its subsidiaries and calculated based on the estimated time spent by each director on business relating to the Plastic Omnium Group. Directors' bonuses are paid by Burelle SA and determined based on the Burelle Group's operating cash fl ow after interest and tax.
| 2010 | 2011 | |||
|---|---|---|---|---|
| Jean-Michel SZCZERBA | Amounts | Amounts | Amounts | Amounts |
| Chief Operating Offi cer | due | paid | due | paid |
| • Fixed compensation | 619,699 | 619,699 | 681,177 | 681,177 |
| • Variable compensation | 150,000 | 150,000 | 330,000 | 330,000 |
| • Exceptional compensation | 0 | 0 | 0 | 0 |
| • Directors fees | 10,000 | 10,000 | 10,000 | 10,000 |
| • Benefi ts in kind | Company car | Company car | ||
| TOTAL | 779,699 | 779,699 | 1,021,777 | 1,021,777 |
In accordance with Article L.225-102-1 of the French Commercial Code, the compensation paid by Burelle SA to Compagnie Plastic Omnium's Executive and Corporate Offi cers in 2011 and the portion billed on to Compagnie Plastic Omnium for management services are presented in the table below:
| Gross compensation paid by Burelle SA in 2011 |
O/w bonus | Amount billed on to the Plastic Omnium Group in 2011 |
O/w bonus | |
|---|---|---|---|---|
| Laurent BURELLE | 2,859,911 | 2,756,093 | 2,156,945 | 2,094,630 |
| Paul Henry LEMARIÉ | 1,481,865 | 1,378 047 | 730,020 | 689,023 |
| Jean BURELLE | 1,492,065 | 1,378,047 | 365,010 | 344,511 |
| Jean-Michel SZCZERBA | 0 | 0 | 0 | 0 |
| Members of the Board | Directors fees paid | Directors fees paid |
|---|---|---|
| in 2010 | in 2011 | |
| Laurent BURELLE | 23,807 | 24,684 |
| Paul Henry LEMARIÉ | 18,207 | 19,084 |
| Jean BURELLE | 16,907 | 19,084 |
| Éliane LEMARIÉ | 18,207 | 19,084 |
| Laurence DANON | 10,187 | NA |
| Jean-Pierre ERGAS | 19,507 | 22,984 |
| Thierry de la TOUR D'ARTAISE | 15,607 | 15,184 |
| Jérôme GALLOT | 20,807 | 23,784 |
| Francis GAVOIS | 20,807 | 22,984 |
| Vincent LABRUYÈRE | 22,407 | 24,584 |
| Alain MÉRIEUX | 15,607 | 16,484 |
| Bernd GOTTSCHALK | 16,907 | 16,484 |
| Anne-Marie COUDERC | 8,019 | 19,084 |
| Anne ASENSIO | NA | 11,856 |
| TOTAL | 226,983 | 255,364 |
At its 15 March 2011 meeting, the Board of Directors allocated the aggregate amount of directors' fees as follows :
| Executive and corporate offi cers | Directors fees paid | Directors fees paid |
|---|---|---|
| in 2010 | in 2011 | |
| Laurent BURELLE | 94,631 | 108,825 |
| Paul Henry LEMARIÉ | 51,444 | 52,825 |
| Jean BURELLE | 72,781 | 88,025 |
| Jean-Michel SZCZERBA | 10,000 | 10,000 |
| TOTAL | 228,856 | 259,675 |
| Name and position | Number of options granted during the year |
Plan date | Type of options (new or existing shares) |
Value of options using the method applied in the consolidated fi nancial state ments |
Option exercise price |
Exercise period |
|---|---|---|---|---|---|---|
| Laurent BURELLE | ||||||
| Chairman and Chief Executive Offi cer | 0 | - | - | - | - | - |
| Paul Henry LEMARIÉ | ||||||
| Member of the Board and Chief | ||||||
| Operating Offi cer | 0 | - | - | - | - | - |
| Jean Michel SZCZERBA | ||||||
| Chief Operating Offi cer | 0 | - | - | - | - | - |
| Name and position | Plan date | Number of stock options exercised during the year |
Option exercise price |
|---|---|---|---|
| Laurent BURELLE | |||
| Chairman and Chief Executive Offi cer | 2005 | 35,737 | €21,15 |
| Paul Henry LEMARIÉ | |||
| Member of the Board and Chief Operating Offi cer | - | 0 | - |
| Jean Michel SZCZERBA | |||
| Chief Operating Offi cer | - | 0 | - |
| Name and position | Performance shares granted during the year by the issuer and any other Group company |
Plan date | Number of shares granted during the year |
Value of shares using the method applied in the consolidated fi nancial statements |
Vesting date | End of lock-up period |
|---|---|---|---|---|---|---|
| Laurent BURELLE Chairman and Chief Executive Offi cer |
0 | - | - | - | - | - |
| Paul Henry LEMARIÉ Member of the Board and Chief Operating Offi cer |
0 | - | - | - | - | - |
| Jean Michel SZCZERBA Chief Operating Offi cer |
0 | - | - | - | - | - |
| Performance shares that vested during the year for Executive |
Number of shares that | Vesting | ||
|---|---|---|---|---|
| Name and position | Directors | Plan date | vested during the year | conditions |
| Laurent BURELLE | ||||
| Chairman and Chief Executive Offi cer | 0 | - | - | - |
| Paul Henry LEMARIÉ | ||||
| Member of the Board and Chief Operating | ||||
| Offi cer | 0 | - | - | - |
| Jean Michel SZCZERBA | ||||
| Chief Operating Offi cer | 0 | - | - | - |
In 2003, the Board of Directors of Compagnie Plastic Omnium decided to set up a supplementary pension plan for the members of the Company's Executive Committee. Under this plan, benefi ciaries receive a guaranteed pension equal to 1% of the average of the compensation paid to them during the fi ve years preceding their retirement, for every year worked with the company, subject to a ceiling of 10% of their current salary. The entitlement to this pension is conditional on the benefi ciary having at least seven years' seniority within the Group. The Board of Directors of Burelle SA approved a similar plan in the same year for its executive directors. The portion of the related annual cost billed on by Burelle SA to Compagnie Plastic Omnium and its subsidiaries amounted to €666,243 in 2011. The other retirement schemes for executive directors are the same as those for the Group's other managerial employees.
At 31 December 2011, the Company's share capital amounted to €8,939,245.49 and represented by 52,583,797 common shares with a par value of €0.17 each.
At 31 December 2011, 55.1% of the capital of Compagnie Plastic Omnium was held by Burelle SA. To the best of the Company's knowledge, no other shareholder owns 5% or more of the capital.
At 31 December 2011, the 1,560 members of the employee stock ownership plan held 851,617 Compagnie Plastic Omnium shares purchased on the market, representing 1.62% of the Company's capital. Employees do not hold any other shares under the employee stock ownership provisions of Articles L.225-129 and L.225-138 of the Commercial Code. In addition, no employee profi t shares have been reinvested in Company stock.
Compagnie Plastic Omnium has set up a number of stock option plans, whose characteristics were as follows at 31 December 2011:
| After the three-for-one stock split* | ||||||||
|---|---|---|---|---|---|---|---|---|
| Shareholders Meeting |
Board of Directors meeting |
Type of option | Original exercise price (in €) |
Number of grantees |
Number of options granted |
Exercise price (in €) |
Number of options granted |
Options exercised or forfeited in 2011 |
| 22 April 2004** | 11 March 2005 | Purchase of existing shares |
21.15 | 54 | 237,000 | 7.05 | 711,000 | 265,158 |
| 28 April 2005 | 25 April 2006 | Purchase of existing shares |
34.90 | 11 | 267,000 | 11.63 | 801,000 | 122,000 |
| 24 April 2007 | 24 July 2007 | Purchase of existing shares |
39.38 | 65 | 330,000 | 13.12 | 990,000 | 45,680 |
| 24 April 2008 | 22 July 2008 | Purchase of existing shares |
26.51 | 39 | 350,000 | 8.84 | 1,050,000 | 44,400 |
| 28 April 2009 | 16 March 2010 | Purchase of existing shares |
25.60 | 124 | 375,000 | 8.53 | 1,125,000 | 21,000 |
*On 28 April 2011, shareholders in Extraordinary Meeting approved a three-for-one stock split. Since all of the plans outstanding at year-end preceded that decision, as of that date, the number of options granted to each employee in each plan was multiplied by three and the exercise price divided by three.
**The 11 March 2005 plan, which originally granted 118,500 options at an exercise price of €42.30, was impacted by a previous two-for-one stock split on 17 May 2005, which reduced the share's par value to €0.50 from €1.00. As from that date, the number of options was doubled, from 118,500 to 237,000 and the exercise price was halved, to €21.15 from €42.30.
These options were granted to employees and executive and corporate offi cers of Compagnie Plastic Omnium and its subsidiaries and affi liates. They may not be exercised until the end of a minimum holding period, as required under French tax rules. The exercise prices were set in accordance with Articles L. 225-177 and L. 225-179 of the French Commercial Code, without any discount.
Other than the double voting rights described below no other preferential rights are attached to any particular class of shares or category of shareholders.
All fully paid-up shares registered in the name of the same holder for at least two years carry double voting rights. Double voting rights are not lost and the two-year qualifying period continues to run if the shares are transferred (i) as part of the intestate estate of a deceased shareholder, or (ii) in connection with an inter vivos gift to a spouse or a relative in the direct line of succession.
In the event of a bonus share issue paid up by capitalizing retained earnings, income or additional paid-in capital, the bonus shares allotted in respect of registered shares carrying double voting rights will also carry double voting rights as from the date of issue.
The double voting rights cease if the shares are converted to bearer shares or transferred to another shareholder, except in the case of inheritance or an inter vivos gift to a spouse or other person of an eligible degree of relationship.
At 31 December 2011, a total of 29,676,412 of the Company's shares carried double voting rights, excluding treasury shares.
At the date of fi ling, to the best of Compagnie Plastic Omnium's knowledge, none of the capital of any member of the Group is under option or agreed conditionally or unconditionally to be put under option, and there are no agreements in force that could lead to a change in control of the Company.
In 2011, the Company purchased 1,998,890 of its own shares for an aggregate €38,696,619.31, or an average €19.36 per share.
From 28 April 2011 to 31 December 2011, the Company purchased 1,162,178 shares for an aggregate sum of €22,980,347.70 or €19.77 per share, including 718,523 shares through the liquidity contract and 443,655 shares directly. During the same period, the Company sold 686,728 shares through the liquidity contract for an aggregate sum of €13,882,926.15 or €20.22 per share.
From 1 January 2012 to 17 February 2012, the Company purchased 225,949 shares for an aggregate sum of €4,108,220.44 or €18.18 per share, including 125,949 shares through the liquidity contract and 100,000 shares directly. During the same period, the Company sold 158,136 shares through the liquidity contract for an aggregate sum of €2,877,119.27 or €18.19 per share.
The following table summarizes the share buybacks carried out in 2011 and how the repurchased shares were used.
| Date of shareholder authorization | 29 April 2010 (6th resolution) | 28 April 2011 (5th resolution) |
|---|---|---|
| Maximum number of shares that may be purchased | 10% of the share capital at 29 April 2010, or 1,764,460 shares, for a maximum of €105,867,600 |
10% of the share capital at 28 April 2011, or 1,764,460 shares, for a maximum of €269,962,380 |
| Maximum price per share | €60 | €153 |
| Authorized purposes | Cancellation; stock options; stock grants; maintaining a liquid market; acquisitions |
Cancellation; stock options; stock grants; maintaining a liquid market; acquisitions |
| Board of Directors meeting approving the buybacks | 15 March 2011 | 6 March 2012 |
| Purpose of the buybacks | Payment of acquisitions and maintaining a liquid market |
Payment of acquisitions and maintaining a liquid market |
| Buyback period | 29 April to 31 December 2010 | 28 April to 31 December 2011 |
| Number of shares purchased | 342,706 | 1,162,178 |
| Average price per share | €41.22 | €19.77 |
| Use | Cancellation: none Other: 342,706 |
Cancellation: none Other: 1,162,178 |
| Percentage of Company shares held directly or indirectly in treasury at 31 December 2011 Of which: |
8.7% |
|---|---|
| • Allocated to existing stock option plans | 6.8% |
| • Intended to be cancelled | None |
| Number of shares cancelled over the past 24 months | 350,000 |
| Number of own shares held in treasury | 4,573,891 |
| Carrying amount of treasury shares at 31 December 2011 | €37,954,601.80 |
| Market value of treasury shares at 31 December 2011 | €70,254,965.76 |
| Aggregate infl ows and outfl ows | |||
|---|---|---|---|
| Purchases | Sales | Exercised stock options | |
| Number of shares | 1,998,890 | 1,072,516 | 441,238 |
| Average price | €19.36 | €19.65 | - |
| Average exercise price | - | - | €6.21 |
| Amounts | €38,696,619.31 | €21,072,666.97 | €2,740,662 |
At the Annual Meeting, shareholders will be asked to approve a resolution authorizing the Board of Directors to trade in the Company's shares, to enable it to pursue its share buyback policy. The authorization would be given for a maximum period of eighteen months commencing on the date of the Annual Meeting and the per share purchase price may not exceed €60.
The Company could purchase its shares for the purpose of:
The number of shares that could be purchased may not exceed 10% of the Company's capital, or €315,502,740, and the Company may at no time hold more than 10% of its shares. Given that the Company held 4,597,704 shares in treasury as of 17 February 2012, representing 8.7% of its capital, it would be authorized as of that date to purchase 1.3% of its outstanding shares, for no more than €39,640,500 based on the maximum per share purchase price of €60.
The shares could be purchased by any appropriate method, on the stock market or over-the-counter, in particular through transactions involving blocks of shares or the use of derivatives.
The fi rst resolution seeks your approval of the Company's fi nancial statements for the year ended 31 December 2011.
Net profi t for the year amounted to €134,612,857.
The second resolution covers the proposed appropriation of 2011 net profi t and approval of the recommended dividend.
Note that the Company held 1,596,233 treasury shares on 6 May 2011, the 2010 dividend payment date, and the corresponding dividends amounting to €2,234,726.20 were transferred to retained earnings.
We are proposing the following allocation of the year's net profi t of €134,612,857 and retained earnings of €317,115,169:
| (in €) | |
|---|---|
| 2011 net profi t | 134,612,857 |
| Transfer to the statutory reserve | 11,695 |
| Profi t for the period after transfer to the statutory | |
| reserve | 134,601,162 |
| Retained earnings at 31 December 2011 | 317,115,169 |
| TOTAL AVAILABLE FOR DISTRIBUTION | 451,716,331 |
| Recommended dividend for 2011 | |
| (0.69 per share) | 36,282,820 |
| Transfer of the balance to retained earnings | 415,433,511 |
The dividend will be paid as from 4 May 2012.
The total dividend payout is based on the number of Compagnie Plastic Omnium shares outstanding at 31 December 2011, i.e. 52,583,797. The dividend attributable to treasury shares held by the Company will be transferred to retained earnings.
Dividends paid in the past three years were as follows:
| Year | Number of shares carrying dividend rights |
Total dividends (in €) |
Dividend per share(1) (in €) |
|---|---|---|---|
| 2008* | 16,940,234 shares carrying dividend rights |
5,929,082 | 0.35 |
| 2009* | 16,080,282 shares carrying dividend rights |
11,256,197 | 0.70 |
| 2010* | 16,048,366 shares carrying dividend rights |
22,467,712 | 1.40 |
*Amounts for 2008, 2009 and 2010 were fully eligible for the 40% tax relief as provided for in Article 158-3-2° of the French General Tax Code for individual shareholders resident in France for tax purposes.
The third resolution requests your approval, as required by Article L.225-40 of the French Commercial Code, of related-party agreements described in the Auditors' special report and entered into by the Company during 2011.
No new agreements were signed in 2011 that would be governed by Articles L.225-38 and L.225-42-1 of the French Commercial Code.
The fourth resolution seeks your approval of the consolidated fi nancial statements for the year ended 31 December 2011, showing net profi t attributable to owners of the parent of €164,695 thousand.
Under the sixth resolution passed at the Annual Shareholders' Meeting of 28 April 2011, the shareholders authorized the Company to trade in its own shares on the following terms and conditions:
From 28 April 2011 to 31 December 2011, the Company purchased 1,162,178 shares for an aggregate sum of €22,980,347.70 or €19.77 per share, including 718,523 shares through the liquidity contract and 443,655 shares directly. During the same period, the Company sold 686,728 shares through the liquidity contract for an aggregate sum of €13,882,926.15 or €20.22 per share.
From 1 January 2012 to 17 February 2012, the Company purchased 225,949 shares for an aggregate sum of €4,108,220.44 or €18.18 per share, including 125,949 shares through the liquidity contract and 100,000 shares directly. During the same period, the Company sold 158,136 shares through the liquidity contract for an aggregate sum of €2,877,119.27 or €18.19 per share.
Details of these transactions and a description of the authorization we are seeking can be found in the section of the management report entitled "Share buyback program".
The authorization granted on 28 April 2011 expires on 27 October 2012 and we are therefore seeking a new eighteen-month authorization as of the date of the Meeting, which will supersede the existing one.
The proposed terms and conditions of the new authorization are as follows:
The authorization will enable us to purchase shares of the Company on the terms and conditions provided for in Articles L.225-209 et seq. of the French Commercial Code for the purpose of:
• Maintaining a liquid market for the Company's shares under a liquidity contract with an investment fi rm that complies with the Code of Ethics issued by the French Association of Financial Markets (AMAFI).
We are seeking the re-election for a further three-year term of the following directors:
Their terms would expire at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
The sixteenth resolution seeks the election of Jean-Michel Szczerba as director for a three-year term expiring at the close of the Shareholders' meeting to be held in 2015 to approve the 2014 fi nancial statements.
The seventeenth resolution proposes to raise the amount of directors' fees to €280,000 eff ective from 2012.
The eighteenth resolution would authorize the Board of Directors, in accordance with Article L.225-209 of the French Commercial Code, to reduce the Company's capital, on one or several occasions, in the proportions and at the times as it sees fi t, by canceling all or some of the shares bought back or held by the Company, as authorized by shareholders, provided that the number of shares canceled in any 24-month period does not exceed 10% of the total shares outstanding, as adjusted for any corporate actions undertaken after the Meeting.
The authorization would be given for a period of 26 months from the Annual Shareholders' Meeting of 26 April 2012.
The nineteenth resolution gives powers to the bearer of an original, a copy or an extract of the minutes of the Shareholders' Meeting to carry out any legal or regulatory publication formalities required to enforce the decisions taken at the Shareholders' Meeting.
A summary of the Company's results for the last fi ve years is provided on page XX and forms an integral part of this Management's Discussion and Analysis.
| (in euros) | Trade payables - France | ||
|---|---|---|---|
| Type of payable | Due and past-due | Not yet due | Total |
| Intra-group payables | 0.00 | 563,835.66 | 563,835.66 |
| External payables | 659,610.24 | 67,098.04 | 726,708.28 |
| TOTAL | 659,610.24 | 630,933.70 | 1,290,543.94 |
| (in euros) | Payment dates for payables not yet due |
| Type of payable | Jan-12 | Feb-12 | Total |
|---|---|---|---|
| Intra-group payables | 0.00 | 563,835.66 | 563,835.66 |
| External payables | 63,059.08 | 4,038.96 | 67,098.04 |
| TOTAL | 63,059.08 | 567,874.62 | 63,933.70 |
This report has been prepared in accordance with Article L.225-37 of the French Commercial Code to report to shareholders on (i) the preparation and organization of the work of the Board of Directors of Compagnie Plastic Omnium (also referred to as the "Company") during 2011 and (ii) the internal control procedures in place within the Company.
The report was drafted by the Company's Corporate Secretariat and Risk Management Department. It was presented by the Chairman and Chief Executive Offi cer to the Board of Directors, which approved it on 6 March 2012.
The Board continues to use the AFEP-MEDEF Corporate Governance Code for listed companies as its benchmark framework for corporate governance procedures and the Company complies with almost all of the recommendations of this Code. However, the Board itself carries out the work generally performed by an Appointments Committee as well as that of a Compensation Committee, at meetings that are not attended by senior executives and offi cers.
In 2004, the Board of Directors adopted a set of Internal Rules describing its organization and procedures and setting out the obligations of directors. These internal rules add to the provisions of the law and the Company bylaws.
The positions of Chairman of the Board of Directors and Chief Executive Offi cer remain combined, in line with the Board's decision of 11 September 2002. The Company is managed by Laurent Burelle, Chairman and Chief Executive Offi cer, Paul Henry Lemarié, Director and Chief Operating Offi cer and Jean-Michel Szczerba, Chief Operating Offi cer.
The Chairman and Chief Executive Offi cer and the Chief Operating Offi cers have the same powers to represent the Company in its dealings with third parties. Their respective powers are determined by the Board of Directors and the Board's Internal Rules.
A list of the Board members is provided on pages 20 and 21 of the Activity Report.
A list of directorships and other offi ces held in 2011 by each of the Company's directors is provided in the section of the Financial Report entitled "Directorships and functions held by the Directors of the Company" (see page 41)
The AFEP-MEDEF Corporate Governance Code states that in companies that have a controlling shareholder, as is the case with Compagnie Plastic Omnium, independent directors should account for at least a third of the Board's members.
The Company's Internal Rules stipulate that at least half of the members of the Board of Directors must be independent, i.e. have no ties with the Company, the Group or its management that could prevent them from freely exercising their judgment.
As at 31 December 2011, Compagnie Plastic Omnium's Board comprised thirteen directors, of whom four represent the majority shareholder. The nine others meet the independence criteria defi ned in the Board's Internal Rules, although three of them have been directors of the Company for more than twelve years.
The Board has not adopted this particular criteria recommended by AFEP-MEDEF because it does not consider that a director who remains in offi ce for more than twelve years necessarily loses his or her independence. Regardless of how long they have served, all the directors of Compagnie Plastic Omnium are committed, vigilant and actively participate in discussions with full freedom of judgment.
The members of the Board combine a broad range of outstanding managerial, industrial and fi nancial expertise.
Of the Board's thirteen Directors, three or 20% are women, thereby complying with French Law No. 2011-103 of 27 January 2011 on balanced representation of women and men on boards of directors.
The Board of Directors is seeking the re-election for three-year terms, in accordance with the bylaws, of the following directors: Laurent Burelle, Paul Henry Lemarié, Jean Burelle, Burelle SA represented by Eliane Lemarié, Anne-Marie Couderc, Thierry de La Tour d'Artaise, Jean-Pierre Ergas, Jérôme Gallot, Bernd Gottschalk and Alain Mérieux.
Their terms will expire at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
The Board of Directors will ask shareholders at the Annual Meeting on 26 April 2012 to elect a new director, Jean-Michel Szczerba, for a three-year term in accordance with the bylaws.
Given that one director will not be re-elected for another term, the membership of the Board of Directors will remain at thirteen.
The Board's Internal Rules state that the main roles and responsibilities of the Board of Directors, in line with the law and the Company's bylaws, are to:
Ensure that the fi nancial information reported to shareholders and the fi nancial markets is accurate.
Defi ne the key business strategies for Compagnie Plastic Omnium and monitor their application.
The Board of Directors meets as often as required in the interests of the Company, and at least four times a year.
To enable the Board to eff ectively fulfi ll its role and responsibilities, under the internal rules the Chairman is required to report regularly to the Board on the following matters:
Also in accordance with the Board's Internal Rules, transactions that the Chairman believes might impact the Group's strategy or considerably modify its fi nancial position or business base – such as acquisitions, mergers, divestments or demergers – must be submitted to the Board of Directors for prior approval.
The Board's internal rules provide for a self-assessment exercise to be carried out each year, based on directors' replies to a questionnaire on the Board's procedures and practices over the past year, including:
The replies to the 2011 questionnaire showed that directors were fully satisfi ed with the Board's procedures and practices for the year.
Board members expressed appreciation of the quality and comprehensiveness of information provided, especially with regard to corporate strategy, and the organization of discussions at meetings. The questionnaire results also underlined the directors' appreciation of the quality of the Audit Committee's overall work and its presentations to the Board.
The Board met four times in 2011 with an average attendance rate of 85%. Each meeting lasted an average of three hours.
At each meeting, a detailed analysis of the Group's fi nancial results was presented to the Board, which reviewed the 2010 full-year fi nancial statements at the meeting on 15 March and the 2011 interim fi nancial statements at the meeting on 19 July.
Also at each meeting, the Board reviewed the Company's cash and liquidity position and verifi ed that its corporate strategy was being eff ectively implemented.
The Audit Committee is made up of four independent directors. A new Chairman is appointed every three years, on a rotating basis.
The Audit Committee assists the Board of Directors in ensuring that the accounting policies used are appropriate and consistent and that they are properly applied.
Its main roles and responsibilities:
The Audit Committee meets as often as necessary, particularly in advance of Board meetings where accounting matters are to be discussed. At least two meetings are held each year, before the Board meetings called to approve the interim and annual fi nancial statements.
The Committee met three times in 2011, to review the 2010 annual fi nancial statements, the 2011 interim fi nancial statements and the eff ectiveness of the internal control and risk management procedures. The three meetings were attended by all of the Committee members, as well as by the Chief Financial Offi cer, the Corporate Secretary, the Vice President, Risk Management and the Statutory Auditors. The Committee reported to the Board on its work during the year.
The rules and procedures applied by the Board to determine the compensation and benefi ts of corporate offi cers are described in the section of Management's Discussion and Analysis entitled "Corporate offi cers' compensation" (see page 18 and following of the Financial Report).
This report will be presented at the Annual Shareholders' Meeting to be held on 26 April 2012. The conditions applicable for shareholders to participate in this meeting are described in article 16 of the Company's bylaws and can also be viewed on Plastic Omnium's website at www.plasticomnium.com.
Information required under Article L.225-100-3 of the French Commercial Code regarding items that could have a bearing on a public off er is provided in the Management's Discussion and Analysis section of this document as well as in the Company's bylaws.
The AFEP-MEDEF Corporate Governance Code is available for consultation at the Company's administrative headquarters or on www.plasticomnium.com.
Internal control and risk management are the responsibility of Senior Management and require the involvement of everyone in the organization, according to their particular role. Compagnie Plastic Omnium's internal control and risk management system is designed to ensure:
• The commitment of all employees to shared values and a shared vision of the risks they are helping to control.
The internal control and risk management system plays a key role in the management of Compagnie Plastic Omnium's business. However, it cannot provide absolute assurance that every objective will be met or that every risk will be prevented.
Compagnie Plastic Omnium is actively developing its internal control and risk management system as part of a continuous improvement process, based on the Application Guide for Internal Control Procedures published with the AMF's Internal Control Reference Framework.
This report describes the internal control system in eff ect at Compagnie Plastic Omnium, the parent company of the Plastic Omnium Group. It is therefore focused on the procedures intended to guarantee (i) the reliability of the consolidated fi nancial statements and (ii) the Company's control over its majority-owned entities.
For entities in which it has signifi cant equity interests but exercises control jointly with another party, the Company regularly reviews and assesses how these entities operate and uses all of its infl uence to ensure that they comply with its internal control requirements.
The Plastic Omnium Group is made up of two Divisions
• Automotive (Plastic Omnium Auto Exterior and Plastic Omnium Auto Inergy)
Under the supervision and control of Compagnie Plastic Omnium's Senior Management team, these two independently managed Divisions are responsible for deploying the resources required to meet the fi nancial targets set in their annual budgets approved by Senior Management.
The Group's internal control and risk management system is underpinned by (i) the rules and procedures set out in its Internal Control Framework, and (ii) processes aimed at continuously improving the management of the main risks to which the Group may be exposed.
Every employee has a role to play in ensuring that the system operates smoothly. Oversight and controls are performed by the following seven key functions:
• The Chairman and the Senior Management team, the Risk Management Department and the Internal Control Committee, which monitor the system.
The Chairman and Senior Management team defi ne the overall guidelines for organizing and operating the internal control and risk management system.
They are assisted in this task by the Executive Committee, which has management and decision-making powers with regard to the Company's business. It comprises the Chairman and Chief Executive Offi cer, the Chief Operating Offi cers, the Executive Vice President, Corporate Planning and M&A, the Chief Financial Offi cer, the Corporate Secretary-Vice President, Legal Aff airs, the Executive Vice President, Human Resources and the Divisional Presidents. It meets once a month to review the Group's business performance and recent developments and discuss its outlook. During this process, it addresses cross-business issues such as sales and marketing, organizational structure, capital expenditure, legal aff airs and human resources, safety and environmental performance, R&D, mergers and acquisitions, and fi nancing. Each month, it examines results and balance sheet ratios, notably capital expenditure and working capital, for each Division and each subsidiary, compared with prioryear fi gures and the monthly budget. It also reviews three-month forecasts of the consolidated income statement and balance sheet and plays a pro-active role in directing the Group's management. At the end of each quarter, it approves the revised forecasts for the current year. Every June, the Executive Committee reviews each Division's fi ve-year business plan, which is then used in preparing the budget, whose fi nal version is approved in December.
The cornerstone of Compagnie Plastic Omnium's internal control system is the Company's Internal Control Framework, which sets out all the rules and procedures applicable within its majority-controlled companies. It comprises a Code of Conduct, the Group's Internal Control Rules and Procedures, and an Accounting and Financial Procedures Manual.
• The Code of Conduct: In addition to its business responsibilities, Compagnie Plastic Omnium places great importance on respecting human rights and complying with sustainable development principles. The Company's long-standing commitment to corporate social responsibility is demonstrated in the Plastic Omnium Code of Conduct and its pledge to support the UN Global Compact. The Code of Conduct sets out the Company's values as well as the individual and collective conduct expected from members of the Group. It also provides the underlying principles for internal control rules and procedures. In 2010, the Company prepared a specifi c Code of Conduct on competition law, which has been circulated throughout the Group as part of a compliance program.
The Code of Conduct applies to the Company and to all of its majority-owned subsidiaries and affi liates. Plastic Omnium does everything in its power to encourage the other subsidiaries and affi liates to adopt processes and practices that refl ect the provisions of the code. Group management, members of the Executive Committee, Division Presidents and facility managers are all responsible for ensuring that employees are fully aware of the contents of the Code and have access to the necessary resources to comply with its provisions. In return, each employee must behave in a way that demonstrates his or her constant personal commitment to respecting the laws and regulations of the country where he or she works, as well as the ethical rules defi ned in the Code.
The Internal Control Rules, which cover both routine and nonrecurring business operations, constitute a single global reference point aimed at ensuring that the internal control processes are both consistent and appropriate. The internal control processes specify how the rules should be applied.
• The Accounting and Financial Procedures Manual: Compagnie Plastic Omnium has also prepared an Accounting and Financial Procedures Manual that complies with IFRS. These procedures are applicable to all of the consolidated companies.
As part of a continuous internal control improvement process, the Internal Control Framework is regularly amended and updated to refl ect changes in practices, regulations and organization.
The main risks to which Compagnie Plastic Omnium is exposed are described in the "Risk Management" section of Management's Discussion and Analysis. This section also explains the principal measures and processes used to eff ectively prevent and manage these risks.
The risk management system presented in this report includes a risk mapping process for the Company's key risks, which is used as a basis for verifying whether the Group's risk management processes are appropriate and for taking measures to improve or expand existing processes where required. Risk mapping is carried out at Group level by the Risk Management Department in conjunction with the Operations Management teams and the Corporate Departments, overseen by Senior Management.
The risk management process is shaped by a commitment to both accountability and independent judgment, as demonstrated at the three levels – Operations Management, the Corporate Departments and Internal Audit – that are responsible for overseeing operations and risk management procedures.
Operations Management sets up the appropriate organizational structures and allocates the necessary resources to ensure that the Group's internal control principles and rules are applied in a satisfactory manner in each of its businesses. Operations managers are tasked with ensuring that corrective measures recommended following audits carried out by the Internal Audit Department are properly undertaken. They are also responsible for identifying the risks specifi c to the business area for which they are responsible and implementing reasonable measures to control such risks.
The Corporate Departments – i.e. Human Resources, Sustainable Development, Corporate Finance, Information Systems and Legal Aff airs – have the broadest powers to defi ne the Company's rules and procedures in the areas falling within their remit, under the responsibility of Senior Management. They coordinate and oversee the activities of their specialized networks with a view to protecting the interests of the Group and all of its stakeholders.
In the particular area of internal control and risk management, the Corporate Departments are responsible for analyzing the risks specifi c to the activities within their remit and for defi ning the necessary structures and systems to ensure that these activities operate smoothly. They prepare and update the Internal Control Framework and the cross-business risk management procedures and are required to ensure that the Framework complies with applicable standards, law and regulations. Their duties also entail putting in place the requisite resources for appropriately relaying the information they produce.
Compagnie Plastic Omnium has a central Internal Audit Department that forms part of the Group Risk Management Department and reports to Senior Management. The Internal Audit Department also regularly reports on its work to the Internal Control Committee, which is responsible for overseeing the Group's internal control procedures. The Internal Audit Department carries out analyses of the overall internal control system and ensures that the procedures are properly implemented.
The Internal Audit Department performs audit assignments in all of the subsidiaries that are either wholly or jointly-controlled by Compagnie Plastic Omnium. At the end of each audit, it issues recommendations to the audited units, which prepare corrective action plans whose implementation is systematically monitored by Division management. The annual internal audit plan is based on criteria relating to how often audits are performed and to each entity's risk and control environment. None of the audits performed in 2011 revealed any serious weaknesses in the internal control and risk management system.
The Internal Audit Department also oversees the annual internal control self-assessment processes that were launched in 2006. The self-assessment questionnaire is broadly based on the Application Guide published with the AMF's Internal Control Framework. This process is an eff ective means of both assessing the internal control system and raising awareness of internal control issues within the Group's local units. At the same time, it is a useful tool for the Internal Audit Department when preparing their audit work.
In addition, special audits are regularly performed by independent organizations to verify (i) compliance with international health, safety and environmental standards, (ii) the Group's quality assurance performance, and (iii) compliance with the requirements of insurance companies and customers. At 31 December 2011, 97%, 90% and 81% of the eligible facilities that were at least 50% owned had respectively earned ISO-TS16949 (or ISO 9001), ISO 14001 or OHSAS 18001 certifi cation.
Employees can access internal control rules and procedures via the home page of the Group's intranet. However, the internal control system is primarily deployed through formal documents, awareness-raising sessions, training programs and reporting processes carried out by the Corporate Departments. All of these measures, which include the self-assessment procedure described above, demonstrate to local units Senior Management's deep commitment to internal control processes.
The dissemination of information on the preparation of fi nancial and accounting data is covered by separate procedures, described below.
Senior Management, assisted by the Risk Management Department, is responsible for the overall oversight of the Group's internal control and risk management processes.
The Risk Management Department exercises a critical oversight role concerning the internal control system as part of its specifi c remit. It reports on its analyses and issues recommendations to Senior Management and the Internal Control Committee. The Risk Management Department is also responsible for identifying business-related risks at Group level and leading the preparation of the corresponding risk management plans.
The Internal Control Committee coordinates the internal control system and ensures that it functions eff ectively. It is chaired by the Corporate Secretary and its other members include one of the Chief Operating Offi cers, the Executive Vice President, Human Resources, the Chief Financial Offi cer, members of the Executive Committees of the Group's various businesses, the Vice President, Risk Management and the Head of Internal Audit. The Committee is responsible for ensuring the overall quality and eff ectiveness of the internal control system and for relaying the decisions and recommendations of the Chairman and Chief Executive Offi cer, to whom it reports. It has the authority to coordinate the measures undertaken by all players involved in the Group's internal control and risk management processes in each of the Group's divisions or corporate functions.
Lastly, the Board of Directors examines all of the main assumptions and strategies defi ned for the Company by Senior Management. It reviews the broad outlines of the internal control system and risk management processes and obtains an understanding of all procedures involved in the preparation and production of general and fi nancial information.
The Finance Department is responsible for ensuring that the Group's fi nancial information is consistent. As such, it is tasked with:
A single accounting plan and the same accounting standards are used by all Group units in order to ensure that data in the consolidated fi nancial statements are consistent. The accounting plan and standards, which take account of the specifi c characteristics of the various businesses, were developed by the Accounting Standards and Policies Department. This department reports to the Corporate Accounting and Tax Department, which has sole authority to make any changes to them.
As a further guarantee of consistency, the fi nancial information systems used by the subsidiaries are also centrally managed by Corporate Finance. The use of a single software application guarantees that all of the reporting and consolidation processes are standardized and applied consistently across the Group. The Divisions have also developed integrated management systems, based on commercial software recommended by the Group. These systems have been rolled out to the majority of the Divisions' manufacturing sites, helping to ensure that the information required for preparing the fi nancial statements is properly controlled.
Group fi nancial information is prepared for the following key processes:
These three processes apply to all of the subsidiaries controlled directly and indirectly by Compagnie Plastic Omnium.
Each subsidiary is responsible for producing its own accounts. Firsttier controls and analyses of the subsidiaries' fi nancial statements are performed at local level and second-tier controls are performed at Division level. Third-tier controls are performed by Corporate Finance.
Monthly reporting data are submitted to Senior Management eight days after the monthly close and are discussed at the Executive Committee meeting. The reporting package includes a detailed income statement presented by function, as well as an analysis of production costs, overheads and research & development costs. It also includes a full cash fl ow statement, forecasts for the next three months and environmental and safety indicators. The information is prepared at Group, Division and subsidiary level. Four sets of fi gures are provided – monthly actual, year-to-date actual, prior-year actual and current year budget – together with an analysis of material variances.
The budget process begins in September, when the subsidiaries prepare their fi gures, which are consolidated at Division level. The budgets are then submitted to Senior Management in November and validated in December prior to being presented to Compagnie Plastic Omnium's Board of Directors. The budget package includes an income statement, cash fl ow statement and data concerning return on capital employed for each subsidiary and Division for year y+1 plus the main income statement data for y+2.
Revised forecasts are regularly produced which enable operations staff to take corrective measures with a view to ensuring that initial budget targets are met. They also help Senior Management to reliably report on the Group's developments.
The budget is based on the rolling four-year business plan approved in July of each year by Senior Management. The plan comprises income statement and balance sheet projections prepared on the basis of the sales, manufacturing and fi nancial strategies of the Group and the Divisions.
Plastic Omnium Finance, the "Group bank", is responsible for managing the fi nancing of all of the subsidiaries that the Group controls. Through Plastic Omnium Finance, Compagnie Plastic Omnium has set up a global cash pooling and netting system for all Group subsidiaries, except in countries where local laws prohibit this practice. Cash positions are consolidated daily and intergroup receivables and payables are netted monthly.
In general, Group companies cannot negotiate external fi nancing arrangements without the prior authorization of Senior Management. Subsidiaries that are directly fi nanced by Plastic Omnium Finance are allocated a monthly credit facility, whose amount is set during the budget process and is approved by Senior Management. When 95% of the credit facility has been used, additional fi nancing from any further drawdowns is released only on the basis of a formal request made by the subsidiary's Senior Executive or the President of the Division to the Group Chairman and Chief Executive Offi cer.
Plastic Omnium Finance is also responsible for centralizing the Group's hedging transactions for both currency and interest rate risks.
Cash reports are sent to the Chairman and Chief Executive Offi cer and the Chief Operating Offi cers on a weekly basis, providing an analysis of the cash position of each Division, and of the Group as a whole, together with comparisons with the previous year and with the budget for the current year.
In 2008, an audit of the Group's cash management procedures and fi nancial transactions was performed by a leading international fi rm, which concluded that the Group's cash transactions were appropriately controlled.
No material incidents occurred during 2011 that could have compromised the eff ectiveness of the internal control system described above.
As part of the commitment to continuously improve the internal control system, Compagnie Plastic Omnium intends to enhance a number of procedures in 2012, based on rules defi ned and published since 2008, in order to make them more eff ective and user-friendly. The Risk Management Department plays a key role in this continuous improvement process, which covers internal control, accounting, fi nancial and risk management procedures.
The Internal Audit Department has added two new members, making it possible to increase the number of audits.
To improve the internal control and risk management system, the Company will strengthen the procedure for tracking progress on recommendations issued by internal auditors.
Statutory auditors' report, prepared in accordance with article L. 225-235 of the French Commercial Code (Code de commerce), on the report prepared by the Chairman of the Board of Directors.
This is a free translation into English of the statutory auditors' report on the fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users.
The statutory auditors' report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the audit opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditors' assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report also includes information relating to the specifi c verifi cation of information given in the management report and in the documents addressed to the shareholders.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
In our capacity as statutory auditors of Compagnie Plastic Omnium and in accordance with article L. 225-235 of the French Commercial Code (Code de commerce), we hereby report on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French Commercial Code (Code de commerce) for the year ended 31 December 2011.
It is the Chairman's responsibility to prepare and submit for the Board of Directors' approval a report on internal control and risk management procedures implemented by the company and to provide the other information required by article L. 225-37 of the French Commercial Code (Code de commerce) relating to matters such as corporate governance.
Our role is to:
We conducted our work in accordance with professional standards applicable in France.
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman's report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information. These procedures consist mainly in:
On the basis of our work, we have no matters to report on the information relating to the company's internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information contained in the report prepared by the Chairman of the Board of Directors in accordance with article L. 225-37 of the French Commercial Code (Code de commerce).
We confi rm that the report prepared by the Chairman of the Board of Directors also contains the other information required by article L. 225-37 of the French Commercial Code (Code de commerce).
Paris – La Défense, 8 March 2012
The statutory auditors French original signed by
JEAN-LUC BARLET GILLES RABIER
MAZARS ERNST & YOUNG et Autres
| Country | Company | Function |
|---|---|---|
| Germany | PLASTIC OMNIUM GmbH | Legal Manager |
| Spain | COMPAÑIA PLASTIC OMNIUM SA | Chairman and Managing Director |
| United States | PERFORMANCE PLASTICS PRODUCTS - 3P Inc. | Chairman (until 1 September 2011) |
| PLASTIC OMNIUM AUTO EXTERIORS LLC | Chairman (until 1 September 2011) | |
| PLASTIC OMNIUM Inc. | Chairman | |
| PLASTIC OMNIUM AUTOMOTIVE SERVICES Inc. | Chairman | |
| PLASTIC OMNIUM INDUSTRIES Inc. | Chairman (until 1 September 2011) | |
| INERGY AUTOMOTIVE SYSTEMS LLC | Director | |
| France | BURELLE SA | Chief Operating Offi cer, Director |
| SOGEC 2 SA | Chief Operating Offi cer, Director | |
| BURELLE PARTICIPATIONS SA | Director | |
| SOFIPARC SAS | Chairman of the Supervisory Board | |
| COMPAGNIE PLASTIC OMNIUM SA | Chairman and Chief Executive Offi cer | |
| PLASTIC OMNIUM ENVIRONNEMENT SAS | Chairman of the Supervisory Board | |
| PLASTIC OMNIUM AUTO SAS | Chairman | |
| VALEO PLASTIC OMNIUM SNC | Co-Managing Partner (SNC) | |
| Legal representative of | ||
| Plastic Omnium Auto Exteriors | ||
| PLASTIC OMNIUM AUTO EXTERIORS SAS | Chairman | |
| INERGY AUTOMOTIVE SYSTEMS SAS | Chairman | |
| LA LYONNAISE DE BANQUE | Director | |
| CIE FINANCIÈRE DE LA CASCADE SAS | Chairman | |
| PERNOD RICARD SA | Director (since 4 May 2011) | |
| LABRUYÈRE EBERLE SAS | Member of the Supervisory Board | |
| United Kingdom | PLASTIC OMNIUM Ltd | Chairman |
| Netherlands | PLASTIC OMNIUM INTERNATIONAL BV | Chairman |
| Switzerland | SIGNAL AG | Director |
| Country | Company | Function |
|---|---|---|
| Germany | PLASTIC OMNIUM GmbH | Member of the Board |
| Spain | COMPAÑIA PLASTIC OMNIUM SA | Director |
| United States | INERGY AUTOMOTIVE SYSTEMS HOLDING Inc. | Director |
| INERGY AUTOMOTIVE SYSTEMS LLC | Director | |
| France | BURELLE SA | Chief Operating Offi cer, Director |
| BURELLE PARTICIPATIONS SA | Chief Operating Offi cer, Director | |
| SOFIPARC SAS | Member of the Supervisory Board | |
| COMPAGNIE PLASTIC OMNIUM SA | Chief Operating Offi cer, Director | |
| PLASTIC OMNIUM ENVIRONNEMENT SAS | Member of the Supervisory Board | |
| INERGY AUTOMOTIVE SYSTEMS SA | Director (until 20 June 2011) | |
| INOPART SA governed by a Management Board and a Supervisory Board |
Member of the Supervisory Board (until 28 June 2011) |
| Country | Company | Function |
|---|---|---|
| France | BURELLE SA | Director |
| SOFIPARC SAS | Member of the Supervisory Board | |
| SOGEC 2 SA | Chief Operating Offi cer, Director | |
| COMPAGNIE PLASTIC OMNIUM SA | Permanent representative of BURELLE SA | |
| UNION INDUSTRIELLE | Chairman of the Supervisory Board |
| Country | Company | Function |
|---|---|---|
| France | BURELLE SA | Chairman and Chief Executive Offi cer |
| BURELLE PARTICIPATIONS SA | Chairman and Chief Executive Offi cer | |
| COMPAGNIE PLASTIC OMNIUM SA | Honorary Chairman – Director | |
| SOGEC 2 SA | Chairman and Chief Executive Offi cer | |
| SOFIPARC SAS | Member of the Supervisory Board | |
| SYCOVEST 1 (SICAV) | Permanent representative of Burelle Participations – Director | |
| REMY COINTREAU | Director and member of the Appointments and Compensation Committee |
|
| SOPAREXO (SCA) | Member of the Supervisory Board | |
| BANQUE JEAN-PHILIPPE HOTTINGUER (SCA) | Member of the Supervisory Board | |
| MEDEF INTERNATIONAL (ASSOCIATION) | Chairman | |
| HARVARD BUSINESS SCHOOL CLUB DE FRANCE (ASSOCIATION) |
Chairman | |
| Spain | COMPAÑIA PLASTIC OMNIUM SA | Director |
| Switzerland | SIGNAL AG | Director |
| Country | Company | Function |
|---|---|---|
| France | COMPAGNIE PLASTIC OMNIUM SA | Director |
| APCI (Agence de la Promotion de la Création Industrielle) | Director | |
| STRATE COLLEGE | Director |
| Country | Company | Function |
|---|---|---|
| France | COMPAGNIE PLASTIC OMNIUM SA | Director |
| MEDIAKIOSK SAS | Director | |
| PRESSTALIS SARL | Chairman of the Board | |
| LA FONDATION VEOLIA ENVIRONNEMENT | Director |
| Country | Company | Function |
|---|---|---|
| France | COMPAGNIE PLASTIC OMNIUM SA | Director |
| SEB SA | Chairman and Chief Executive Offi cer | |
| SEB INTERNATIONALE SAS | Chairman | |
| CLUB MED SA | Director | |
| LYONNAISE DE BANQUE | Permanent Representative of Sofi naction | |
| LEGRAND | Director | |
| China | ZHEJIANG SUPOR | Director |
| Country | Company | Function |
|---|---|---|
| France | COMPAGNIE PLASTIC OMNIUM SA | Director |
| Member of the Audit Committee | ||
| APLIX SA | Director | |
| FINANCIÈRE VIVALDI | Member of the Supervisory Board | |
| United States | DOVER CORPORATION | Director |
| ERGAS VENTURES LLC | Director |
| Country | Company | Function | ||
|---|---|---|---|---|
| France | VEOLIA TRANSDEV VEOLIA TRANSPORT TRANSDEV COMPAGNIE PLASTIC OMNIUM SA CAISSE DES DÉPÔTS NEXANS SA NRJ GROUP SA |
Chief Executive Offi cer | ||
| Chairman and Chief Executive Offi cer | ||||
| Chairman and Chief Executive Offi cer | ||||
| Director | ||||
| Member of the Audit Committee | ||||
| Member of the Group Executive Committee | ||||
| Director | ||||
| Non-Voting Director | ||||
| SCHNEIDER ELECTRIC SA | Member of the Supervisory Board | |||
| Brazil | CAIXA SEGUROS SA | Director |
| Country | Company | Function |
|---|---|---|
| France | COMPAGNIE PLASTIC OMNIUM SA | Director |
| Member of the Audit Committee | ||
| CONSORTIUM DE RÉALISATION (CDR) | Director | |
| Netherlands | STH | Member of the Supervisory Board (until May 2011) |
| Country | Company | Function |
|---|---|---|
| France | COMPAGNIE PLASTIC OMNIUM | Director |
| Germany | PLASTIC OMNIUM GMBH | Member of the Board |
| AUTO VALUE GMBH | Managing Director | |
| ROCHE DEUTSCHLAND HOLDING GmbH | Director | |
| ROCHE DIAGNOSTICS GmbH | Director | |
| JOH. HAY GmbH & Co. KG | Chairman of the Board of Directors | |
| SCHAEFFLER GmbH | Director | |
| WOCO GROUP | Vice-Chairman of the Supervisory Board | |
| JOST | Director (since 28 July 2011) | |
| FACTON GMBH | Chairman of the Board of Directors | |
| (since 21 September 2011) | ||
| United Kingdom | MACQUARIE CAPITAL (EUROPE) Ltd | Chairman |
| Switzerland | VOITH AG | Director |
| Country | Company | Function | |
|---|---|---|---|
| France | SOCIÉTÉ COMMERCIALE DE BIOUX SAS | Member of the Executive Board | |
| GRANDS MAGASINS LABRUYÈRE SAS | Member of the Executive Committee | ||
| SOCIÉTÉ FINANCIÈRE DU CENTRE SAS | Chairman | ||
| COMPAGNIE PLASTIC OMNIUM SA | Director | ||
| Chairman of the Audit Committee | |||
| X, PERROUX et Fils | Director | ||
| PIGE SA | Permanent representative of Labruyère Éberlé | ||
| Director | |||
| MARTIN MAUREL SA | Director | ||
| SNPI SCA | Member of the Supervisory Board | ||
| SLOTA SA | Director |
| Country | Company | Function |
|---|---|---|
| France | INSTITUT MÉRIEUX BIOMÉRIEUX SA FONDATION MÉRIEUX FONDATION CHRISTOPHE ET RODOLPHE MÉRIEUX – Institut de France FONDATION PIERRE FABRE FONDATION PIERRE VEROTS COMPAGNIE PLASTIC OMNIUM SA TRANSGÈNE SA SYNERGIE LYON CANCER ÉCOLE VÉTÉRINAIRE DE LYON FONDATION CENTAURE FONDATION EDMUS CIC LYONNAISE DE BANQUE BIOMÉRIEUX ITALIA SPA BIOMÉRIEUX HELLAS |
Chairman and Chief Executive Offi cer |
| Director | ||
| Chairman of the Board of Directors | ||
| Honorary Chairman of the Board of Directors | ||
| Director | ||
| Director | ||
| Director | ||
| Director | ||
| Director | ||
| Chairman | ||
| Director | ||
| Director | ||
| Director | ||
| Italy | Director | |
| Greece | Director | |
| United States | MERIEUX NUTRI SCIENCES | Director |
| Germany HELLA BEHR PLASTIC OMNIUM GmbH Director Belgium PLASTIC OMNIUM AUTOMOTIVE NV Chairman of the Board of Directors Chile PLASTIC OMNIUM SA Deputy Director China YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR Director SYSTEMS CO LT D PLASTIC OMNIUM CHINA CO LT D Chairman United States INERGY AUTOMOTIVE SYSTEMS LLC Director INERGY AUTOMOTIVE SYSTEMS HOLDING INC Director PERFORMANCE PLASTICS PRODUCTS - 3P Inc Director PLASTIC OMNIUM INDUSTRIES Inc. Chairman of the Board of Directors PLASTIC OMNIUM AUTO EXTERIORS LLC Director PLASTIC OMNIUM AUTOMOTIVE SERVICES Inc. Director PLASTIC OMNIUM Inc. Director France BURELLE PARTICIPATIONS SA Director COMPAGNIE PLASTIC OMNIUM SA Chief Operating Offi cer (Non Director) PLASTIC OMNIUM FINANCE SNC Legal Manager PLASTIC OMNIUM GESTION SNC Legal Manager PLASTIC OMNIUM INTERNATIONAL SAS Chairman (until 30 November 2011) PLASTIC OMNIUM MANAGEMENT 1 SAS Chairman PLASTIC OMNIUM MANAGEMENT 2 SAS Chairman PLASTIC OMNIUM ENVIRONNEMENT Chief Executive Offi cer and Member of the Supervisory Board TRANSIT SAS Chairman COMPAGNIE SIGNATURE SAS Chairman PLASTIC OMNIUM AUTO EXTÉRIEUR SA Director PLASTIC OMNIUM AUTO EXTERIEUR SERVICES SAS Chairman and Member of the Supervisory Board INERGY AUTOMOTIVE SYSTEMS SA Director (until 20 June 2011) PLASTIC OMNIUM VERNON SAS Chairman INOPART SA à Directoire et Conseil de Surveillance Chairman of the Executive Board (until 28 June 2011) SIGNATURE SA Director SIGNATURE VERTICAL HOLDING SAS Member of the Board of Directors EUROMARK HOLDING SAS Member of the Board of Directors |
Country | Company | Function |
|---|---|---|---|
| United Kingdom | PLASTIC OMNIUM Ltd | Director | |
| PLASTIC OMNIUM AUTOMOTIVE LTD Director |
|||
| India PLASTIC OMNIUM VARROC PVT LTD Statutory Director |
|||
| Poland PLASTIC OMNIUM EXTERIORS SPZOO Co-Managing Partner |
|||
| PLASTIC OMNIUM AUTO SPZOO Co-Managing Partner |
Having considered the report of the Board of Directors and the Auditors' report on the Company fi nancial statements and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders approve the Company fi nancial statements for the year ended 31 December 2011 as presented, showing net profi t of €134,612,857, as well as the transactions refl ected in those fi nancial statements or referred to in those reports.
Voting under the quorum and majority conditions required for ordinary shareholders' meetings and having noted that the Company's net income for the year amounts to €134,612,857 and retained earnings stand at €317,115,169, the shareholders approve the Board of Directors' recommendation and resolve to appropriate the total net amount of €451,728,026 as follows:
| TOTAL | €451,728,026 |
|---|---|
| To the statutory reserve | €11,695 |
| To retained earnings | €415,433,511 |
| outstanding at 31 December 2011 | €36,282,820 |
| To dividends on the 52,583,797 shares |
Consequently, the Shareholders' Meeting sets the 2011 dividend at €0.69 per share. Individual shareholders resident in France for tax purposes qualify for the 40% tax relief provided for in Article 158-3-2 of the French General Tax Code on the total dividend.
The dividend will be paid as from 4 May 2012, the date proposed by the Board of Directors.
Compagnie Plastic Omnium shares held in treasury on the dividend payment date will be stripped of dividend rights and the related dividends will be credited to retained earnings.
In accordance with the law, the Shareholders' Meeting notes that, after deducting dividends not paid on treasury stock, dividends for the last three years were as follows:
| Year | Number of shares carrying dividend rights |
Total dividends (in €) |
Dividend per share(1) (in €) |
|---|---|---|---|
| 2008* | 16,940,234 shares carrying dividend rights |
5,929,082 | 0.35 |
| 2009* | 16,080,282 shares carrying dividend rights |
11,256,197 | 0.70 |
| 2010* | 16,048,366 shares carrying dividend rights |
22,467,712 | 1.40 |
* Amounts for 2008, 2009 and 2010 were fully eligible for the 40% tax relief as provided for in Article 158-3-2° of the French General Tax Code for individual shareholders resident in France for tax purposes.
Having considered the Auditors' special report on related-party agreements governed by Article L.225-38 of the French Commercial Code and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders approve the agreement described therein.
Having considered the report of the Board of Directors and the Auditors' report on the consolidated fi nancial statements and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders approve the consolidated fi nancial statements for the year ended 31 December 2011 as presented, showing net profi t attributable to owners of the parent of €164,695 thousand, as well as the transactions refl ected in those fi nancial statements or referred to in those reports.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders authorize the Board to purchase the Company's shares, in accordance with Article L.225-209 et seq. of the French Commercial Code, for the purpose of:
The use of the authorization will be subject to the following restrictions:
At 31 December 2011, the Company held 4,573,891 shares in treasury. If these shares are canceled or used, the total amount that the Company may invest to buy back 5,258,379 shares will not exceed €315,502,740.
The shares may be purchased, sold or transferred at any time and by any appropriate method, on the stock market or over-the-counter, including through the use of derivatives traded on an organized market or over-the-counter, as well as through purchases and sales of puts or calls.
This authorization is given for a period of eighteen months commencing on the date of this Meeting and supersedes the unused portion of the authorization given in the sixth resolution of the Annual Shareholders' Meeting of 28 April 2011.
The shareholders authorize the Board of Directors insofar as necessary to adjust the maximum number of shares and maximum purchase price to take account of the impact on the share capital of any changes in the par value of the shares, bonus share issues paid up by capitalizing reserves, stock splits or reverse stock splits, capital redemptions or any other transactions aff ecting the share capital, within the above-mentioned limit of 10% of the capital and the amount of €315,502,740.
The shareholders give full powers to the Board of Directors to use this authorization, to enter into any agreements, carry out any fi ling and other formalities particularly with regard to the Autorité des Marchés Financiers or any other authority that might replace it, and more generally, do whatever is necessary.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Laurent Burelle for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Paul Henry Lemarié for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Jean Burelle for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Burelle SA, represented by Eliane Lemarié, for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Anne-Marie Couderc for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Jean-Pierre Ergas for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Jérôme Gallot for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Bernd Gottschalk for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Alain Mérieux for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders re-elect Thierry de la Tour d'Artaise for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
Having considered the report of the Board of Directors and voting under the quorum and majority conditions required for ordinary shareholders' meetings, the shareholders elect Jean-Michel Szczerba for a three-year term expiring at the close of the Shareholders' Meeting to be held in 2015 to approve the 2014 fi nancial statements.
The shareholders resolve to raise the aggregate amount of directors' fees to €280,000, eff ective from 2012 until a new amount is set by the shareholders.
Having considered the report of the Board of Directors and the Auditors' report on the Company fi nancial statements and voting under the quorum and majority conditions required for extraordinary shareholders' meetings, in accordance with Article L.225-209 of the French Commercial Code, the shareholders:
The shareholders give full powers to the bearer of an original, a copy or an extract of the minutes of this Meeting to carry out any and all legal publication formalities.
This is a free translation into English of the statutory auditors' report on the fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users.
The statutory auditors' report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the audit opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditors' assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report also includes information relating to the specifi c verifi cation of information given in the management report and in the documents addressed to the shareholders.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
In compliance with the assignment entrusted to us by your Annual Shareholders' meeting, we hereby report to you, for the year ended 31 December 2011, on:
These fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these fi nancial statements based on our audit.
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
51
In our opinion, the fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Company as at 31 December 2011 and of the results of its operations for the year then ended in accordance with French accounting principles.
In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justifi cation of our assessments, we bring to your attention the following matter(s):
• Note I to the fi nancial statements describes the accounting policies and methods used to measure shares in subsidiaries and affi liates, and stock options. We verifi ed the appropriateness of the accounting methods applied and reviewed the assumptions used, as well as the resulting values.
These assessments were made as part of our audit of the fi nancial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the fi rst part of this report.
We have also performed, in accordance with professional standards applicable in France, the specifi c verifi cations required by French law.
We have no matters to report as to the fair presentation and the consistency with the fi nancial statements of the information given in the management report of Board of Directors and in the documents addressed to shareholders with respect to the fi nancial position and the fi nancial statements.
Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French Commercial Code (Code de commerce) relating to remunerations and benefi ts received by the directors and any other commitments made in their favour, we have verifi ed its consistency with the fi nancial statements, or with the underlying information used to prepare these fi nancial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.
As required by law, we have verifi ed that the required information concerning the controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.
Paris – La Défense, 8 March 2012
The statutory auditors
French original signed by
JEAN-LUC BARLET GILLES RABIER
MAZARS ERNST & YOUNG et Autres
This is a free translation into English of the statutory auditors' report on the fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users.
The statutory auditors' report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the audit opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditors' assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report also includes information relating to the specifi c verifi cation of information given in the management report and in the documents addressed to the shareholders.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
In our capacity as statutory auditors of your company, we hereby report on certain related party agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or that we may have identifi ed in the performance of our engagement. We are not required to comment as to whether they are benefi cial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Code (Code de commerce), to evaluate the benefi ts resulting from these agreements and commitments prior to their approval.
In addition, we are required, where applicable, to inform you in accordance with Article R.225-31 of the French Commercial Code (Code de commerce) concerning the implementation, during the year, of the agreements and commitments already approved by the General Meeting of Shareholders.
We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted.
In accordance with Article L.225-38 of the French Commercial Code (Code de commerce), we hereby inform you that we have not been advised of any related party agreements or commitments authorized in the course of the year and to be submitted to the General Meeting of Shareholders for approval.
In accordance with Article R.225-30 of the French commercial code (Code de Commerce), we have been advised that the implementation of the following agreements and commitments which were approved by the General Meeting of Shareholders in prior years continued during the year.
53
As at 1 January 2010, INERGY AUTOMOTIVE SYSTEMS holds a certain number of trademarks.
Further to the total acquisition, with eff ect as from 8 September 2010, of the shares of companies of the INERGY AUTOMOTIVE SYSTEMS group by companies of the Plastic Omnium group, COMPAGNIE PLASTIC OMNIUM has stated that it is interested in purchasing this portfolio of trademarks and, in the meanwhile, has requested that it be able to benefi t from a concession in its favor of a Trademark operating license in order to manufacture or have manufactured, and/or sell or have sold products covered by all of the Trademarks.
Thus, as from 1 September 2010 and up to the eff ective date of the transfer, no later than 31 December 2012, in exchange for the use of the Trademarks, including the right of reproduction and the representation right for all of the countries covered, COMPAGNIE PLASTIC OMNIUM shall pay INERGY AUTOMOTIVE SYSTEMS an annual fee equal to 0.1% of the Sales of all of the Division's entities.
During the fi nancial year ended 31 December 2011, your company recognized a charge of 1 456 598 euros in respect of this agreement.
Directors concerned: Mr Laurent Burelle, Mr Paul Henry Lemarié and Mr Jean-Michel Szczerba. Please note that Mr Paul Henry Lemarié and Mr Jean-Michel Szczerba were members of the Board of Directors of Inergy Automotive Systems until June 16, 2011.
COMPAGNIE PLASTIC OMNIUM directly holds 76.8% of the voting rights in INERGY AUTOMOTIVE SYSTEMS and 100% of the voting rights in Plastic Omnium AUTO, which holds 23.2% of the voting rights in INERGY AUTOMOTIVE SYSTEMS.
These trademark assignment agreements, signed in 1998 or later reviewed according to changes in the Group's legal structure provide for payment of an annual fee equal to 0.5% of the non-Group sales of the companies that benefi t from these agreements, in return for the use of trademarks owned by COMPAGNIE PLASTIC OMNIUM.
During the fi nancial year ended 31 December 2011, your company recognized income of 5 180 853 euros in respect of these agreements, signed with the following companies:
| Entities | People concerned: |
|---|---|
| Compañia Plastic Omnium SA | Laurent Burelle, Jean Burelle, Paul Henry Lemarié and Jean-Michel Szczerba |
| Plastic Omnium Auto Exteriors LLC | Laurent Burelle and Jean-Michel Szczerba |
| Plastic Omnium Environnement | Laurent Burelle, Jean Burelle, Paul Henry Lemarié and Jean-Michel Szczerba |
| Plastic Omnium Auto Extérieur SA | Jean-Michel Szczerba |
| Plastic Omnium Vernon SAS | Jean-Michel Szczerba |
COMPAGNIE PLASTIC OMNIUM holds:
100% of the voting rights in PLASTIC OMNIUM AUTO which holds 100% of the voting rights in PLASTIC OMNIUM Inc which itself holds 100% of the voting rights in PLASTIC OMNIUM AUTO EXTERIORS LLC,
100% of the voting rights in PLASTIC OMNIUM ENVIRONNEMENT
In exchange for the use of COMPAGNIE PLASTIC OMNIUM's drawings, models, industrial procedures, know-how and related technical assistance, this agreement, signed in 2001, provides for payment by B.PLAS-PLASTIC OMNIUM OTOMOTIV PLASTIK of an annual fee equal to 1.5% of its net sales of the licensed products.
During the fi nancial year ended 31 December 2011, your company recognized income of 328 475 euros in respect of this agreement.
Director concerned: Mr. Paul Henry Lemarié
COMPAGNIE PLASTIC OMNIUM holds 50% of the voting rights in B.PLAS-PLASTIC OMNIUM OTOMOTIV PLASTIK.
Under the terms of this agreement with Burelle SA, the Company paid fees of 1 281 839 euros in 2011 for Group management services.
People concerned: Mr Jean Burelle, Mr Laurent Burelle, Mr Paul Henry Lemarié and Ms Eliane Lemarié.
Under the supplementary pension plan set up in accordance with the authorizations granted by the Board of Directors of Compagnie Plastic Omnium S.A. and Burelle SA on 11 December 2003 and 19 December 2003 respectively, executive directors are eligible for pension benefi ts representing up to 10% of their current compensation. Part of the related cost paid by Burelle SA is in principle allocated to Compagnie Plastic Omnium based on the same ratio as that used to calculate its share of management fees. Payments made by Compagnie Plastic Omnium under this agreement amounted to 121 148 euros in 2011.
People concerned: Mr Jean Burelle, Mr Laurent Burelle, Mr Paul Henry Lemarié and Ms Eliane Lemarié
Paris – La Défense, 8 March 2012 The statutory auditors French original signed by
JEAN-LUC BARLET GILLES RABIER
MAZARS ERNST & YOUNG et Autres
This is a free translation into English of the statutory auditors' report on the fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users.
The statutory auditors' report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the audit opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditors' assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report also includes information relating to the specifi c verifi cation of information given in the management report and in the documents addressed to the shareholders.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
In compliance with the assignment entrusted to us by your Annual Shareholders' Meeting, we hereby report to you, for the year ended 31 December 2011, on:
These consolidated fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated fi nancial statements based on our audit.
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated fi nancial statements. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Group as at year ended 31 December 2011 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
In accordance with the requirements of article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justifi cation of our assessments, we bring to your attention the following matters:
Note 1.14 to the consolidated fi nancial statements describes the accounting methods used to recognize (i) costs incurred on behalf of manufacturers for the design and development of equipment for new vehicle models, depending on whether they are fi nanced by the customer, and (ii) the expected profi ts from these projects. We assessed the approach used to measure the expected profi ts from these projects based on the latest available information.
Note 1.29 to the consolidated fi nancial statements states that deferred tax assets are recognized for tax loss carryforwards based on the probability of their future use. We reviewed the methods used to assess the recoverability of these tax loss carryforwards, based on the latest available information, and verifi ed their application on a test basis.
These assessments were made as part of our audit of the consolidated fi nancial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the fi rst part of this report.
As required by law we have also verifi ed in accordance with professional standards applicable in France the information presented in the Group's management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated fi nancial statements.
Paris – La Défense, 8 March 2012
The statutory auditors
French original signed by
JEAN-LUC BARLET GILLES RABIER
MAZARS ERNST & YOUNG et Autres
Shareholders' Meeting of 26 April 2012
This is a free translation into English of the statutory auditors' report on the fi nancial statements issued in French and it is provided solely for the convenience of English-speaking users.
The statutory auditors' report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the audit opinion on the fi nancial statements and includes an explanatory paragraph discussing the auditors' assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures.
This report also includes information relating to the specifi c verifi cation of information given in the management report and in the documents addressed to the shareholders.
This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.
In our capacity as Statutory Auditors of Compagnie Plastic Omnium and in compliance with Article L. 225-209, paragraph 7 of the French Commercial Code (Code de commerce) in respect of the reduction in capital by the cancellation of repurchased shares, we hereby report on our assessment of the terms and conditions for the proposed reduction in capital.
Your Board of Directors requests that it be authorized, for a period of twenty six months, to proceed with the cancellation of shares the Company was authorized to repurchase, representing an amount not exceeding 10 % of its total share capital, by periods of twenty four months.
We have performed those procedures which we considered necessary in accordance with professional guidance issued by the national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying that the terms and conditions for the proposed reduction in capital, which should not compromise equality among shareholders, are fair.
We have no matters to report on the terms and conditions of the proposed reduction in capital.
Paris – La Défense, 8 March 2012
The statutory auditors
French original signed by
JEAN-LUC BARLET GILLES RABIER
MAZARS ERNST & YOUNG et Autres
| ASSETS | |||
|---|---|---|---|
| (in thousands of euros) | Notes | 31 December 2011 | 31 December 2010 |
| Goodwill | 3.1.2 – 3.4 – 5.1.1 – 5.1.2 | 343,811 | 362,549 |
| Intangible assets | 3.1.2 – 3.4 – 5.1.2 | 331,349 | 284,900 |
| Property, plant and equipment | 3.1.2 – 3.4 – 5.1.3 | 770,514 | 672,865 |
| Investment property | 3.1.2 – 3.4 – 5.1.4 | 18,355 | 18,355 |
| Investments in associates | 5.1.5 | 4,436 | 14,224 |
| Available-for-sale fi nancial assets * # | 5.1.6 | 1,952 | 1,444 |
| Other fi nancial assets* | 5.1.7 | 81,538 | 66,591 |
| Deferred tax assets | 5.1.11 | 58,473 | 70,682 |
| Total non-current assets | 1,610,428 | 1,491,610 | |
| Inventories | 3.1.2 – 5.1.8 | 261,399 | 273,337 |
| Finance receivables * | 5.1.9 – 5.2.7. (a) | 39,066 | 51,034 |
| Trade receivables | 3.1.2 – 5.1.10. (b) – (d) – 6.3 | 439,668 | 391,780 |
| Other receivables | 3.1.2 – 5.1.10. (c) – (d) | 206,971 | 139,974 |
| Other fi nancial receivables* | 5.1.9 – 5.2.7. (a) | 5,714 | 4,098 |
| Hedging instruments* | 5.2.7. (a) – 5.2.8 | 2 | 3,386 |
| Cash and cash equivalents* | 5.1.12 | 204,536 | 193,305 |
| Total current assets | 1,157,356 | 1,056,914 | |
| Assets held for sale | 2.3.2 | 41,569 | 2,394 |
| TOTAL ASSETS | 2,809,353 | 2,550,918 | |
| (in thousands of euros) | Notes | 31 December 2011 | 31 December 2010 |
|---|---|---|---|
| Share capital | 5.2.1 | 8,939 | 8,822 |
| Treasury stock | (44,403) | (37,839) | |
| Additional paid-in capital | 82,968 | 89,459 | |
| Other reserves and retained earnings | 435,829 | 327,224 | |
| Profi t for the period | 164,695 | 139,546 | |
| Equity attributable to owners of the parent | 648,028 | 527,212 | |
| Non-controlling interests | 76,600 | 79,468 | |
| Total equity | 724,628 | 606,680 | |
| Long-term borrowings * | 5.2.7. (a) | 564,397 | 723,145 |
| Provisions for pensions and other post-employment benefi ts | 5.2.5 – 5.2.6 | 62,689 | 47,074 |
| Provisions for liabilities and charges | 5.2.5 | 17,614 | 19,187 |
| Government grants | 5.2.4 | 14,692 | 11,658 |
| Deferred tax liabilities | 5.1.11 | 52,094 | 53,462 |
| Total non-current liabilities | 711,486 | 854,526 | |
| Bank overdrafts* | 5.1.12. (b) – 5.2.7. (a) | 44,335 | 30,672 |
| Short-term borrowings * | 5.2.7. (a) | 171,471 | 90,766 |
| Other short-term debt * | 5.2.7. (a) | 11,363 | 7,147 |
| Hedging instruments* | 5.2.7. (a) – 5.2.8 | 11,937 | 5,362 |
| Provisions for liabilities and charges | 5.2.5 | 37,720 | 55,649 |
| Government grants | 5.2.4 | 277 | 277 |
| Trade payables | 5.2.9. (a) – (c) | 643,405 | 528,839 |
| Other operating liabilities | 5.2.9. (b) – (c) | 435,804 | 371,000 |
| Total current liabilities | 1,356,312 | 1,089,712 | |
| Liabilities related to assets held for sale | 2.3.2 | 16,927 | – |
| Total equity and liabilities | 2,809,353 | 2,550,918 |
* Net debt totaled €471.3 million at 31 December 2011 versus €537.8 million at 31 December 2010.
| (in thousands of euros) | Notes | 2011 | % | 2010 | % |
|---|---|---|---|---|---|
| Revenue | 3.1.1 – 3.2 | 4,220,410 | 100% | 3,249,596 | 100% |
| Cost of sales | 4.2 | (3,606,305) | –85.4% | (2,755,487) | –84.8% |
| Gross profi t | 614,105 | 14.6% | 494,109 | 15.2% | |
| Net research and development costs | 4.1 – 4.2 | (78,323) | –1.9% | (64,867) | –2.0% |
| Distribution costs | 4.2 | (63,254) | –1.5% | (56,117) | –1.7% |
| Administrative expenses | 4.2 | (176,076) | –4.2% | (145,911) | –4.5% |
| Operating margin before amortization of intangible assets acquired in business combinations * |
3.1.1 | 296,452 | 7.0% | 227,214 | 7.0% |
| Amortization of intangible assets acquired in business combinations* |
3.1.1 – 4.4 | (17,042) | –0.4% | (10,260) | –0.3% |
| Operating margin after amortization of intangible assets acquired in business combinations* |
3.1.1 | 279,410 | 6.6% | 216,954 | 6.7% |
| Other operating income | 3.1.1 – 4.5 | 56,071 | 1.3% | 36,591 | 1.1% |
| Other operating expenses | 3.1.1 – 4.5 | (63,339) | –1.5% | (42,087) | –1.3% |
| Finance costs – net | 4.6 | (35,807) | –0.8% | (23,157) | –0.7% |
| Other fi nancial income and expense, net | 4.6 | (6,330) | –0.1% | (4,056) | –0.1% |
| Share of profi t/(loss) of associates | 5.1.5 | (551) | – | (1,871) | –0.1% |
| Profi t from continuing operations before income tax | 229,454 | 5.4% | 182,374 | 5.6% | |
| Income tax | 4.7 | (58,086) | –1.4% | (29,682) | –0.9% |
| Net profi t from continuing operations | 171,368 | 4.1% | 152,692 | 4.7.% | |
| Net loss from discontinued operations | – | – | (2,024) | –0.1% | |
| Net profi t | 171,368 | 4.1% | 150,668 | 4.6% | |
| Net profi t attributable to non-controlling interests | 6,673 | 0.2% | 11,122 | 0.3% | |
| Net profi t attributable to owners of the parent | 164,695 | 3.9% | 139,546 | 4.3% | |
| Earnings per share attributable to owners of the parent | 4.8 | ||||
| Basic earnings per share (in euros)** | 3.44# | 8.68# | |||
| Diluted earnings per share (in euros)*** | 3.30# | 8.38# | |||
| Earnings per share from continuing operations attributable to owners of the parent |
4.8 | ||||
| Basic earnings per share (in euros)** | 3.44# | 8.80# | |||
| Diluted earnings per share (in euros) *** | 3.30# | 8.49# |
* Intangible assets acquired in business combinations.
** Basic earnings per share have been calculated using the number of shares outstanding less treasury stock.
*** Diluted earnings per share are determined after excluding treasury stock deducted from equity and including shares to be issued on exercise of stock options.
¤ See the note at the foot of the Consolidated Statement of Changes in Equity concerning the three-for-one stock split carried out on 10 May 2011, whereby the shares' par value was divided by three and the number of shares outstanding was multiplied by three. To be comparable with 2011 earnings per share, reported earnings per share for periods prior to 10 May 2011 should be divided by three. See note 4.8.
| 2011 | 2010 | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Total | Gross | Tax | Total | Gross | Tax | |
| Net profi t for the period attributable to owners of the parent |
164,695 | 220,820 | (56,125) | 139,546 | 166,928 | (27,382) | |
| Translation diff erences | 4,862 | 4,862 | – | 16,537 | 16,537 | – | |
| Gains/(losses) for the period | 4,545 | 4,545 | – | 21,834 | 21,834 | – | |
| Reclassifi ed to the income statement | 317 | 317 | – | (5,297) | (5,297) | – | |
| Actuarial gains/(losses) recognized in equity | (9,688) | (11,901) | 2,213 | 978 | 2,160 | (1,182) | |
| Cash fl ow hedges | (5,556) | (8,925) | 3,369 | 2,611 | 2,081 | 530 | |
| Gains/(losses) for the period | (4,439) | (7,250) | 2,811 | 293 | (1,208) | 1,501 | |
| Reclassifi ed to the income statement | (1,117) | (1,675) | 558 | 2,318 | 3,289 | (971) | |
| Other comprehensive income | (10,382) | (15,964) | 5,582 | 20,126 | 20,778 | (652) | |
| Comprehensive income attributable to owners of the parent |
154,313 | 204,856 | (50,543) | 159,672 | 187,706 | (28,034) | |
| Net profi t for the period attributable to non-controlling interests |
6,673 | 8,634 | (1,961) | 11,124 | 13,424 | (2,300) | |
| Translation diff erences | (1,168) | (1,168) | – | 2,807 | 2,807 | – | |
| Gains/(losses) for the period | (1,168) | (1,168) | – | 2,807 | 2,807 | – | |
| Reclassifi ed to the income statement | – | – | – | – | – | – | |
| Actuarial gains/(losses) recognized in equity | (1,110) | (1,619) | 509 | (706) | (706) | – | |
| Other comprehensive income | (2,278) | (2,787) | 509 | 2,101 | 2,101 | – | |
| Comprehensive income attributable to non-controlling interests |
4,395 | 5,847 | (1,452) | 13,225 | 15,525 | (2,300) | |
| TOTAL COMPREHENSIVE INCOME | 158,708 | 210,703 | (51,995) | 172,897 | 203,231 | (30,334) |
| Equity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| in thousands of euros or thousands of shares, where appropriate |
Number of shares |
Capital | Addi tional paid-in capital |
Treasury stock |
Other reserves and retained earnings* |
Transla tion diff er ences |
Net profi t for the period |
Attribut able to owners of the parent |
Attribut able to non control ling interests |
Total equity |
| Equity at 31 December 2009 | 17,644 | 8,822 | 89,459 | (39,404) | 327,285* | (39,335) | 27,887 | 374,714 | 54,856 | 429,570 |
| Appropriation of 2009 net profi t | 27,887 | (27,887) | – | – | ||||||
| 2010 net profi t | 139,546 | 139,546 | 11,124 | 150,670 | ||||||
| Other comprehensive income | – | – | – | – | (20,605) | 40,731 | – | 20,126 | 2,101 | 22,227 |
| Exchange diff erences on translating foreign operations** |
(24,194) | 40,731 | 16,537 | 2,807 | 19,344 | |||||
| Actuarial gains/(losses) recognized in equity | 978 | 978 | -706 | 272 | ||||||
| Cash fl ow hedges | 2,611 | 2,611 | 2,611 | |||||||
| Treasury stock transactions | – | – | 1,565 | 1,565 | 1,565 | |||||
| Capital reduction | – | – | – | – | – | – | ||||
| Changes in scope of consolidation | 16 | 16 | 17,931 | 17,947 | ||||||
| Dividends paid by Plastic Omnium | (11,256) | (11,256) | – | (11,256) | ||||||
| Dividends paid by other Group companies | – | (6,544) | (6,544) | |||||||
| Stock option costs | 2,501 | 2,501 | 2,501 | |||||||
| Equity at 31 December 2010 | 17,644 | 8,822 | 89,459 | (37,839) | 325,828* | 1,396 | 139,546 | 527,212 | 79,468 606,680 | |
| Appropriation of 2010 net profit | 139,546 | (139,546) | – | – | ||||||
| 2011 net profi t | 164,695 | 164,695 | 6,673 | 171,368 | ||||||
| Other comprehensive income | – | – | – | – | (16,647) | 6,265 | – | (10,382) | (2,278) | (12,660) |
| Exchange diff erences on translating foreign operations |
(1,403) | 6,265 | 4,862 | (1,168) | 3,694 | |||||
| Actuarial gains/(losses) recognized in equity | (9,688) | (9,688) | (1,110) | (10,798) | ||||||
| Cash fl ow hedges | (5,556) | (5,556) | (5,556) | |||||||
| Treasury stock transactions | – | – | (13,115) | (13,115) | (13,115) | |||||
| Three-for-one stock-split*** | 35,289 | 177 | (177) | – | – | |||||
| Capital reduction (cancellation of treasury stock) |
(350) | (60) | (6,491) | 6,551 | – | – | ||||
| Changes in scope of consolidation | (29) | (29) | 1,564 | 1,536 | ||||||
| Dividends paid by Plastic Omnium | (22,545) | (22,545) | – (22,545) | |||||||
| Dividends paid by other Group companies | – | (8,827) | (8,827) | |||||||
| Stock option costs | 2,191 | 2,191 | 2,191 | |||||||
| 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 |
The 2010 dividend paid by Compagnie Plastic Omnium in 2011 was €1.40 per share compared with a 2009 dividend of €0.70 per share paid in 2010.
* A breakdown of "Other reserves and retained earnings" is provided in the table below.
** Including -€24,194 thousand reclassifi ed to "Other reserves and retained earnings" at 31 December 2010, corresponding to the balance of exchange diff erences on the date of fi rst-time adoption of IFRSs.
*** The Shareholders' Meeting of 28 April 2011 approved a three-for-one stock split reducing the par value of the Plastic Omnium share from €0.50 to €0.17 and multiplying the number of shares outstanding by three. The stock-split was carried out on 10 May 2011.
| (in thousands of euros) | Actuarial gains or losses recognized in equity |
Cash fl ow hedges | Fair-value adjustments to property, plant and equipment |
Retained earnings and other reserves |
Attributable to owners of the parent |
|---|---|---|---|---|---|
| At 31 December 2009 | (14,938) | (5,423) | 16,393 | 331,253 | 327,285 |
| Change in 2010 | 978 | 2,611 | – | (5,046) | (1,457) |
| At 31 December 2010 | (13,960) | (2,812) | 16,393 | 326,207 | 325,828 |
| Change in 2011 | (9,688) | (5,556) | – | 117,584 | 102,340 |
| At 31 December 2011 | (23,648) | (8,368) | 16,393 | 443,791 | 428,168 |
| (in thousands of euros) | Notes | 2011 | 2010 |
|---|---|---|---|
| I - CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net profi t | 3.1.1 | 171,368 | 150,668 |
| Non-cash items | 249,453 | 206,625 | |
| Net profi t from discontinued operations | – | 2,024 | |
| Share of (profi t)/loss of associates | 5.1.5 | 551 | 1,871 |
| Stock option expense | 2,191 | 2,501 | |
| Other adjustments | (6,448) | (19,546) | |
| Depreciation and provisions for impairment of property, plant and equipment | 3.1.3 - 5.1.3 | 115,289 | 103,695 |
| Amortization and provisions for impairment of intangible assets | 3.1.3 – 5.1.2 | 70,420 | 45,488 |
| Negative goodwill | 4.5 | (43,619) | – |
| Changes in provisions for liabilities and charges | 18,217 | 20,138 | |
| Net (gains)/losses on disposals of fi xed assets | 4.5.# | 2,323 | 1,093 |
| Proceeds from operating grants recognized in the income statement | (1,311) | (1,762) | |
| Current and deferred taxes | 4.7 | 58,086 | 29,682 |
| Interest expense | 33,754 | 21,441 | |
| Funds from operations (A) * | 420,821 | 357,293 | |
| Change in inventories and work-in-progress- net | 18,363 | (1,570) | |
| Change in trade receivables – net | (74,857) | (44,252) | |
| Change in trade payables | 118,746 | 38,275 | |
| Change in other operating assets and liabilities – net | (8,805) | 17,921 | |
| Change in working capital (B) | 53,447 | 10,374 | |
| Taxes paid (C) | (58,706) | (15,581) | |
| Interest paid | (38,392) | (21,632) | |
| Interests received | 3,936 | 1,274 | |
| Net interest paid (D) | (34,456) | (20,358) | |
| Net cash generated by operating activities (A + B + C + D) | 381,106 | 331,728 | |
| II - CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Acquisitions of property, plant and equipment | 3.1.3 – 5.1.3 | (170,227) | (95,156) |
| Acquisitions of intangible assets | 3.1.3 – 5.1.2 | (94,975) | (59,425) |
| Proceeds from disposals of property, plant and equipment | 4.5.# | 8,894 | 12,089 |
| Proceeds from disposals of intangible assets | 4.5.# | 4,517 | 4,232 |
| Net change in advances to suppliers of fi xed assets | 18,798 | (1,305) | |
| Government grants received | 4,434 | 1,704 | |
| Net cash used in operations-related investing activities (E) | (228,559) | (137,862) | |
| Free cash fl ow (A + B + C + D + E) ** | 152,547 | 193,866 | |
| Acquisitions of subsidiaries and associates | 5.1.13 | (31,563) | (301,162) |
| Acquisitions of available-for-sale fi nancial assets | (161) | (26) | |
| Disposals of subsidiaries and associates | 4.5.# – 5.1.13 | 1,831 | – |
| Disposals of available-for-sale fi nancial assets | 4.5.# | 156 | 611 |
| Impact of changes in scope of consolidation (newly consolidated companies) | 1,922 | 20,420 | |
| Impact of changes in scope of consolidation (deconsolidations) | (385) | (252) | |
| Net cash used in fi nancial investing activities (F) | (28,200) | (280,408) | |
| Net cash used in investing activities (E + F) | (256,759) | (418,270) | |
| (in thousands of euros) | Notes | 2011 | 2010 |
|---|---|---|---|
| III - CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Capital increase/(reduction) | – | – | |
| Purchases of treasury stock, net | (13,115) | 1,565 | |
| Dividends paid to Burelle SA | (13,521) | (6,761) | |
| Dividends paid to other shareholders | (17,853) | (11,039) | |
| Proceeds from new borrowings | 116,972 | 265,713 | |
| Repayment of borrowings | (196,246) | (105,147) | |
| Net cash (used in) provided by fi nancing activities (G) | (123,763) | 144,332 | |
| Discontinued operations (H) | (759) | (1,942) | |
| Eff ect of exchange rate changes (I) | (2,257) | 5,777 | |
| Net change in cash and cash equivalents (A + B + C + D + E + F + G + H + I) | (2,432) | 61,623 | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 5.1.12 | 162,633 | 101,010 |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 5.1.12 | 160,201 | 162,633 |
* The full payment in fi rst-half 2011 of the fi ne levied in a 2010 competition ruling reduced funds from operations by €18.7 million. The settlement of a claim made under a seller's warranty received from Burelle SA had an impact of €10.5 million on working capital.
** Free cash fl ow is calculated on a basis specifi c to Plastic Omnium and excludes cash fl ows from fi nancial investing activities. It is used in all external fi nancial reporting (press releases) and in annual and interim results presentations.
The consolidated fi nancial statements of Plastic Omnium for the year ended 31 December 2011 were approved for publication by the Board of Directors on 6 March 2012. They will be submitted for approval at the Annual Shareholders' Meeting to be held on 26 April 2012.
Compagnie Plastic Omnium, a company governed by French law, was set up in 1946. Its term ends in 2017 unless further extended. It is registered in the Lyon Companies Register under number 955 512 611 and its registered offi ce 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 (body components and modules, and fuel systems) and Environment (on-site waste handling and road signage for local authorities) – which account for 88.1% and 11.9% respectively of consolidated revenue.
Plastic Omnium shares have been traded on the Paris Bourse since 1965. Listed on Eurolist, compartment B, they are part of the SBF 120 index and, since 21 March 2011, the CAC Mid 60 index. The Group's main shareholder is Burelle SA, which owned 55.10% of outstanding shares (60.35% excluding treasury stock) at 31 December 2011.
The consolidated fi nancial statements have been prepared in accordance with the international fi nancial reporting standards (IFRSs) and related interpretations adopted for use in the European Union at 31 December 2011, which are available at http://ec. europa.eu/internal_market/accounting/ias/index_en.htm
IFRSs include International Accounting Standards (IASs), International Financial Reporting Standards (IFRSs) and interpretations published by the International Financial Reporting Interpretations Committee (IFRICs).
All of the standards and interpretations published by the IASB and mandatorily applicable at 31 December 2011 have been adopted for use in the European Union at that date.
The accounting policies applied to prepare the 2011 fi nancial statements are the same as those used in 2010, except for the adoption of the following new standards and interpretations which were applicable for the fi rst time in 2011:
• IAS 24 (revised) – Related Party Disclosures. The revised version of IAS 24 clarifi es the defi nition of a related party to eliminate previous inconsistencies and to facilitate the identifi cation of related party transactions, particularly in the case of joint control or signifi cant infl uence. It also introduces a partial exemption for government-related entities. Its application had no impact on the consolidated fi nancial statements.
Other amendments that are applicable for annual periods beginning on or after 1 January 2011 concern IFRS 3 – Business Combinations, IFRS 7 – Financial Instruments: Disclosures, IAS 1 – Presentation of Financial Statements and included in the May 2010 annual improvements to IFRSs. These amendments do not have a material impact on the consolidated fi nancial statements.
The Group has not early adopted those standards, interpretations and amendments that are applicable for annual periods beginning on or after 1 January 2012. Their adoption is not expected to have a material impact on the consolidated fi nancial statements.
Concerning the other standards and amendments that are not yet applicable, particularly IFRS 10 – Consolidated Financial Statements and IFRS 11 – Joint Arrangements which requires join ventures to be accounted for by the equity method, the Group considers that the impact of applying these standards cannot be assessed with a reasonable degree of accuracy at this stage.
The preparation of the fi nancial statements requires the use of estimates and assumptions that aff ect the reported amounts of certain assets, liabilities, income, expenses and commitments. These estimates and assumptions are reviewed by senior management at regular intervals. Actual results may diff er from these estimates if the underlying assumptions are changed to refl ect actual experience or changes in circumstances or economic conditions.
As a general rule, estimates and assumptions are based on the latest available information on the balance sheet date. Estimates may be revised depending on developments in the underlying assumptions. The assumptions used mainly concern:
• Deferred taxes:
The recognition of deferred tax assets depends on the probability of suffi cient taxable earnings being generated to permit their utilization. The Group makes regular estimates of future taxable earnings, mainly in its medium-term business plans. These estimates take account of the recurring or non-recurring nature of certain losses and expenses.
• Pension and other post-employment benefi t obligations:
For defi ned benefi t plans, the projected benefi t obligation is calculated by independent actuaries using techniques and assumptions (see notes 1.21.2 and 5.2.6 (a)-(b)) that are based on:
Impairment tests are performed notably on goodwill and automotive project development costs recognized as intangible assets. Recoverable amounts determined for these tests are based on estimates of fair value less costs to sell and value in use calculated by the discounted cash fl ows method. Assumptions about discount rates and future growth in operating cash fl ows can have a material impact on these estimates.
Entities in which the Group owns more than 50% of the voting rights are fully consolidated. Entities in which the Group owns less than 50% but that are controlled in substance are also fully consolidated.
Joint ventures, corresponding to jointly controlled entities in which control is shared with one or more parties, are proportionately consolidated, irrespective of the percentage of voting power held, by incorporating in the Group's fi nancial statements its proportionate share of assets, liabilities, income and expenses.
Associates, corresponding to entities over which the Group has signifi cant infl uence, are accounted for using the equity method. Signifi cant infl uence is presumed to exist when the Group owns more than 20% of the voting rights.
Non-controlling interests correspond to the share of the Group's equity attributable to outside shareholders. They are presented in the consolidated balance sheet within equity, separately from equity attributable to owners of the parent. Non-controlling interests in profi t or loss are also disclosed separately.
Under IFRS 3R "Business Combinations", non-controlling interests in an acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be measured either at the acquisition date fair value (i.e. including a share of the goodwill) or at their proportionate share of the fair value of the acquiree's identifi able net assets. The option is available on a transaction-by-transaction basis.
Transactions with non-controlling interests that do not result in control being acquired or lost are treated as equity transactions. Accordingly, when the Group's interest in a controlled entity is increased (or reduced), without control being acquired (or lost), the diff erence between the acquisition price (or disposal price) and the carrying amount of the acquired (sold) share of the subsidiary's net assets is recorded in equity.
This accounting treatment complies with IAS 27R "Consolidated and Separate Financial Statements", which has been applicable since 1 January 2010.
In accordance with IFRS 8 – Operating Segments, segment information is presented in a manner consistent with the internal reporting provided to Group Management for allocating resources and assessing performance of the operating segments.
The Group has two operating segments :
Business combinations are accounted for using the acquisition method in accordance with IFRS 3R. Under this method, identifi able assets, liabilities and contingent liabilities acquired are recognized at their acquisition-date fair values.
Goodwill is recognized as the excess of (i) the consideration transferred to the vendor plus (ii) the amount of any non-controlling interest in the acquiree over (iii) the net of the acquisition-date amounts of the identifi able assets and liabilities acquired, measured in accordance with IFRS 3R.
In a business combination achieved in stages, the consideration also includes the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree. The previously held equity interest is remeasured at fair value through profi t or loss.
Acquisition-related costs are expensed as incurred, in accordance with IFRS 3R "Business Combinations".
The fair values of assets and liabilities acquired may be adjusted through goodwill for a period of twelve months after the acquisition date. After that date, any changes in fair values are recognized in profi t or loss, including any changes in recognized deferred tax assets.
Plastic Omnium uses the euro as its presentation currency in the consolidated fi nancial statements. Financial statements of foreign subsidiaries are prepared in their functional currency(1) and translated into euros as follows:
Goodwill arising on the acquisition of foreign operations is recognized in the functional currency of the foreign operation and then translated into the presentation currency at the closing rate. The resulting translation diff erence is recognized in equity. On disposal of the entire interest in a foreign operation, the cumulative translation diff erence initially recognized in equity is reclassifi ed to the income statement.
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rate on the transaction date. At the balance sheet date, foreign currency monetary items are translated using the closing rate.
The resulting exchange diff erence is recognized in "Other operating income and expense" for transactions related to operating activities, and in "Other fi nancial income and expense" for fi nancial transactions.
Borrowings denominated in foreign currency whose settlement is neither planned nor probable in the foreseeable future are considered to form part of the Plastic Omnium Group's net investment in the related foreign operation and any foreign exchange diff erences are recognized in equity.
Revenue from the sale of goods and services is recognized when the risks and rewards of ownership are transferred, it is probable that the economic benefi ts associated with the transaction will fl ow to the Group and the amount of revenue can be measured reliably.
Revenue from the sale of goods and from wholesale transactions is recognized when the signifi cant risks and rewards of ownership of the goods are transferred to the buyer, generally on delivery.
If the customer has given a payment guarantee, tooling and development revenue is recognized on the basis of the stage of completion validated by the customer and, at the latest, on the fi rst day of series production.
If payment is not guaranteed (fi nancing by "development unit" with no volume guarantee), tooling and development revenue is deferred across the life of the series.
Most Plastic Omnium Urban Systems lease-maintenance contracts are operating leases. Revenue from lease-maintenance contracts classifi ed as operating leases is recognized on a straight-line basis over the lease term. Services provided under contracts classifi ed as fi nance leases are recognized as a sale, for an amount corresponding to the sum of the market survey and equipment installation costs and the estimated sale price of the leased equipment.
Revenue is measured at the fair value of the consideration received or receivable, net of any trade discounts and volume rebates allowed by the Group as well as any sales tax or customs duties.
Receivables are initially recognized at fair value. Fair value generally represents the nominal amount of the receivable when the corresponding sale is subject to routine payment terms. Provisions for doubtful accounts are recorded when there is objective evidence that the receivables are impaired. Their amount is determined separately for each customer.
Finance receivables correspond primarily to Plastic Omnium Environment lease-maintenance contracts classifi ed as fi nance leases, and to sales of "development, tooling or equipment units" billed at a specifi c unit price for which payment is contractually guaranteed by the customer. These latter receivables are originally due in more than one year and are interest-bearing. The corresponding fi nance income is recognized in revenue. Finance receivables are deducted from the calculation of net debt.
Sold receivables are derecognized in accordance with IAS 39 "Financial Instruments": Recognition and Measurement when they meet the following conditions:
The risks taken into account are:
• Credit risk
(1) The functional currency is the currency of the economic environment in which an entity operates. It is usually the local currency, except for certain subsidiaries that carry out the majority of their transactions in another currency.
Operating margin corresponds to profi t from fully consolidated companies, before other operating income and expenses which consist mainly of:
Amortization of contractual customer relationships acquired in business combinations is recognized as a separate component of operating margin.
Since 2010, the Group has presented operating margin before as well as after amortization of intangible assets acquired in business combinations.
Operating margin before amortization of intangible assets acquired in business combinations is the Group's main performance indicator and is similar to operating margin as presented before 2010.
Certain research expenditure by Group subsidiaries qualifi es for French tax credits. These credits are included in operating margin as a deduction from research and development costs (see notes 4.1 and 4.2).
The right to individual training ("DIF") was introduced in France by the Act of 4 May 2004, which gives all employees, regardless of their qualifications, the right to a certain number of hours training each year, at their own initiative and subject to employer approval.
Rights are acquired at the rate of 20 hours per year, with an aggregate cap of 120 hours.
To date, no provision has been recognized for individual training rights, as the related costs are expected to generate future economic benefits for the Group. These costs are therefore expensed as incurred.
In accordance with IAS 38 "Intangible Assets", material development costs are recognized as an intangible asset when the entity can demonstrate:
Automotive Division development costs
Research and development costs covered by a customer payment guarantee are recognized based on the stage of completion validated by the customer. The recognition policy is described in note 1.9.
Costs incurred on orders for specific tooling and molds paid by the customer before production begins are recognized in inventories. Revenue from the developed products is recognized on the date of technical acceptance, or, at the latest, on the first day of series production. Amounts received in the period prior to technical acceptance are recorded under "Customer prepayments".
Development costs for "development units" not covered by a contractual volume undertaking from the customer are recognized as intangible assets in progress during the development phase.
Capitalized development costs are amortized when daily output reaches 30% of estimated production and, at the latest, three months after the launch of series production.
Amortization is calculated on a straight-line basis over the estimated period of series production, which averages three years.
Other research and development costs
Other research and development costs are recognized as an expense for the period in which they are incurred.
Other intangible assets are measured at cost less accumulated amortization and impairment losses. They are amortized on a straight-line basis over their estimated useful lives.
They mainly include Plastic Omnium Auto Inergy and Ford-Milan (Michigan) contractual customer relationships.
These assets are tested for impairment whenever there is objective evidence that they are impaired.
Start-up costs on new production capacity or processes, including the related organizational costs, are recognized as an expense for the period in which they are incurred.
In compliance with IFRS, goodwill is not amortized but is tested for impairment at least once a year, at the year-end, and on the interim balance sheet date if there is objective evidence of impairment.
Impairment tests are carried out at the level of each cash generating unit (CGU) or group of CGUs. The Group has identifi ed three CGUs:
The Group has two operating segments – Automotive and Environment (see note 1.5) and information on goodwill is presented based on the same segment analysis (see note 5.1.1).
The carrying amount of each CGU's assets (including goodwill) is compared with its recoverable amount. Recoverable amount is the higher of fair value less costs to sell and value in use, determined by the discounted cash fl ows method.
Future cash fl ows are estimated based on the Group's three-year business plan, as revised where necessary to take into account the most recent market conditions. The terminal value is calculated by capitalizing projected cash fl ows for the last year covered by the business plan, using a long-term growth rate that refl ects the outlook for the market concerned. The cash fl ow projections are then discounted.
For 2011, the following assumptions were used for the Group's operating segments:
The growth rates are in line with those used in the market for the relevant segment.
Discount rates are based on:
Based on the results of impairment tests, no impairment losses were recognized on goodwill at 31 December 2011.
A 50 bps increase in the discount rate, or a 50 bps decrease in either the long-term growth rate or the operating margin rate, would not have had a material impact on the test results.
Negative goodwill is recorded in the income statement for the year of acquisition.
Goodwill is measured annually at cost, less any accumulated impairment losses. Impairment losses recognized on goodwill are irreversible.
Property, plant and equipment are initially recorded at purchase cost, or production cost for assets manufactured by the Group (or by a subcontractor) for its own use, or at fair value in the case of assets acquired without consideration.
Unrealized gains and losses on intra-group sales or contributions of property, plant and equipment are eliminated in consolidation.
After initial recognition, property, plant and equipment – including industrial buildings and the related land – are measured using the cost model. Maintenance and repair costs incurred to restore or maintain the future economic benefi ts expected based on the asset's estimated level of performance at the time of acquisition are recognized as an expense.
In accordance with IAS 17 "Leases, assets acquired under fi nance leases" are recognized in property, plant and equipment at the lower of their fair value at the inception of the lease and the present value of future minimum lease payments. They are depreciated at the same rate as assets that are owned outright. Contracts classifi ed as fi nance leases primarily concern industrial buildings, major functional assemblies such as paint lines and presses, and containers leased by Plastic Omnium Environment.
Property, plant and equipment are depreciated by the straight-line method over the following estimated useful lives:
| Buildings and fi xtures | 20-40 years |
|---|---|
| Presses, blow-molding and transformation machines | 7-12 years |
| Machining, fi nishing and other equipment | 3-7 years |
| Containers (Plastic Omnium Environment) | 8 years |
In accordance with IAS 16 "Property, Plant and Equipment", each signifi cant part of property assets and major functional assemblies, such as paint lines, presses and blow-molding machines, is depreciated separately over its specifi c estimated useful life.
Impairment of property, plant and equipment
Property, plant and equipment are tested for impairment when the decision is made to withdraw a product manufactured using the assets concerned or to close a facility.
"Investment property" does not form part of the Group's ordinary business activities. It comprises:
The Group may decide to use all or part of an unoccupied property (in which case the relevant part is reclassified as owner-occupied property falling within the scope of IAS 16) or to lease it to third parties under one or more operating leases.
Properties or parts of properties reclassified as owner-occupied property are transferred to property, plant and equipment at their carrying amount on the reclassification date in accordance with IAS 16, paragraph 31.
Owner-occupied properties or parts of properties accounted for in accordance with IAS 16 paragraph 31 that are reclassified as investment property governed by IAS 40 "Investment Property" are transferred at their carrying amount on the reclassification date and are subsequently measured at fair value through profit or loss.
Investment property is measured at fair value at the balance sheet date, with changes in fair value recognized in profit or loss. The same accounting treatment is applied for the land on which the property is constructed. The land and buildings are valued at the year-end by an independent valuer. Between two valuations the valuer informs the Group if the real estate market has undergone any significant changes. The fair value determined by the valuer is calculated by direct reference to observable prices in an active market.
Raw materials and supplies are measured at the lower of cost and net realizable value.
A provision for impairment is recorded when the estimated selling price of the related fi nished products in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale, is less than the carrying amount of the raw materials or supplies.
Finished and semi-fi nished products are measured at standard production cost, adjusted annually. Cost includes raw materials and direct and indirect production costs. It does not include any administrative overheads or data processing costs that do not contribute to bringing the products to their present location and condition, or any research and development or distribution costs. In addition, it does not include the cost of any below normal capacity utilization.
At each balance sheet date, the gross value of fi nished and semifi nished products is compared to their net realizable value, determined as explained above, and a provision for impairment is recorded when necessary.
Provisions for liabilities and charges are recorded when the Group has a present obligation, it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation and no equivalent benefi t is expected to be received in return. They are recognized in current liabilities because the obligation is generally expected to be settled within one year.
The cost of downsizing plans is recognized in the period when a detailed plan has been drawn up and announced to the employees concerned or their representatives.
All active Group employees are covered by pension and other longterm and post-employment benefi t plans. Pension plans comprise both defi ned contribution and defi ned benefi t plans.
The cost of defi ned contribution plans, corresponding to salarybased contributions to government-sponsored pension and death/disability insurance plans made in accordance with local laws and practices, is recognized in operating expense. The Group has no legal or constructive obligation to pay any additional contributions or any future benefi ts. Consequently, no benefi t obligation is recognized in respect of these defi ned contribution plans.
The Group's defi ned benefi t plans are mainly post-employment benefi t plans, consisting of length-of-service awards payable to employees of the French companies in the Group and:
Provisions for defi ned benefi t obligations are calculated on an actuarial basis by the projected unit credit method in accordance with IAS 19 "Employee Benefi ts".
The calculations take into account:
• Discount and infl ation rate assumptions.
In the case of funded defi ned benefi t plans, the obligation is calculated each year by independent actuaries and deducted from the fair value of plan assets at the year-end. These valuations factor in assumptions concerning the long-term return on plan assets.
Changes in provisions for defi ned benefi t obligations are recognized over the benefi t vesting period in operating expenses, except for:
Plastic Omnium has elected to recognize actuarial gains and losses on defi ned benefi t plans directly in other comprehensive income with no deferral.
Other long-term benefi ts mainly correspond to jubilees payable to employees of French companies in the Group.
In accordance with IAS 19, paragraph 129, actuarial gains and losses on other long-term benefi t plans (mainly jubilees) are recognized immediately through profi t or loss.
Government grants are recognized as a liability in the balance sheet and correspond to grants to finance investments in new facilities, production equipment or research and development programs.
They are reclassified in gross profit over the periods and in the proportions in which the acquired assets are depreciated, or when it is established that the research and development programs will not be successful.
Treasury stock is recorded as a deduction from equity, regardless of the purpose for which the shares are being held.
The proceeds from sales of treasury stock are recorded directly in equity and gains or losses on the sales therefore have no impact on profi t for the year.
In accordance with IFRS 2 "Share-Based Payment", employee stock options are measured at their fair value at the grant date, using the Black & Scholes option pricing model.
The fair value is recognized in employee benefits expense on a straight-line basis over the option vesting period, with a corresponding adjustment to reserves.
Financial assets include equity interests in companies that are not consolidated because they are not controlled by the Group (either alone or jointly with a partner) or because the Group does not exercise signifi cant infl uence over their management, as well as loans and securities. They are measured and presented in accordance with IAS 32 "Financial Instruments": Presentation and IAS 39 "Financial Instruments: Recognition and Measurement".
Financial assets are classifi ed as non-current assets, except for assets maturing within twelve months of the balance sheet date which are recorded under current assets or cash equivalents, as appropriate.
Equity interests in companies over which the Group does not exercise control or significant influence are classified as available-for-sale financial assets. They are measured at fair value on the balance sheet date, with changes in fair value recognized directly in other comprehensive income. An impairment loss is recognized when there is objective evidence of a prolonged or significant decline in the recoverable amount of the assets below their cost. Impairment losses recognized on available-for-sale financial assets are irreversible.
Other financial assets comprise loans, security deposits and surety bonds. They are measured at amortized cost. Whenever there is any objective evidence of impairment – i.e. the carrying amount is lower than the recoverable amount – an impairment provision is recognized through profit or loss. These provisions may be reversed if the recoverable amount subsequently increases.
The Group uses derivative instruments traded on organized markets or over-the-counter to manage its exposure to interest rate risks. In accordance with IAS 39, these hedging instruments are recognized in the balance sheet and measured at fair value on the basis of market prices provided by financial organizations.
The Group has opted to apply cash flow hedge accounting within the meaning of IAS 39. Accordingly, the effective portion of the change in fair value of interest rate hedges is recognized in other comprehensive income and the ineffective portion is recognized in financial income or expense.
In accordance with IAS 7 "Statement of Cash Flows", cash and cash equivalents presented in the statement of cash flows are short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. Cash comprises cash at bank and in hand, short-term deposits and bank balances in credit, except for funds used to cover short- or medium-term cash needs arising in the ordinary course of business, as these are considered to represent sources of financing. Cash equivalents correspond to the temporary investment of surplus cash in instruments with short maturities. They include marketable securities, units in money market mutual funds, and money market securities. Cash equivalents are measured at fair value and changes in their fair value are recognized in the income statement.
The following items are classifi ed as assets held for sale:
Liabilities related to assets, disposal groups or business operations held for sale are presented as a separate item in the balance sheet.
Assets (or disposal groups) classified as held for sale are no longer depreciated. They are measured at the lower of their carrying amount and estimated sale price less costs to sell. Any impairment losses are recognized through profit or loss in "Other operating expense".
Assets, disposal groups and operations may be classified in this category for more than a year only if they meet the conditions set out in IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations".
In the balance sheet, prior year data are not adjusted to reflect the reclassification of assets held for sale.
In the income statement, the results of business operations or entities that meet the definition of a discontinued operation and any gain or loss on their disposal are reported as a separate line item entitled "Profit/(loss) from discontinued operations" in each of the years presented.
In accordance with IAS 12 "Income Taxes", deferred taxes recognized on temporary diff erences between the carrying amount of assets and liabilities and their tax base are not discounted.
Deferred taxes are calculated using the liability method based on the most recent enacted tax rate at the balance sheet date that is expected to apply to the period in which the temporary diff erences reverse.
Deferred tax assets corresponding to tax credits, tax loss carryforwards and other temporary diff erences are recognized when it is probable that suffi cient taxable earnings will be generated to permit their utilization.
After a four-year partnership in the road signage market, the Plastic Omnium and Eurovia groups agreed to go their separate ways by unwinding their cross-shareholdings. Under the terms of the agreement:
Following these transactions, Plastic Omnium's road signage business will be conducted through its Signal AG, Signature Ltd and Post & Column subsidiaries.
The assets and liabilities of Farcor, STS, Sodilor and Signature Deutschland were classifi ed under "Assets held for sale" and "Liabilities related to assets held for sale" in the consolidated balance sheet at 31 December 2011. The impact of the transactions was recognized in the income statement under "Other operating expenses" (see note 4.5).
On 9 May, the Group acquired a 70% controlling interest in German company RMS Rotherm Maschinenbau GmbH, a manufacturer of underground waste containers. The company has been included in the Group's Environment Division. Provisional goodwill relating to the acquisition was recognized in the 2011 accounts in an amount of €4.3 million. RMS Rotherm contributed €5.7 million to consolidated revenue for 2011.
On 1 June, the Group acquired the plastic fuel system/fuel tank manufacturing assets of Ford Motor Company's Automotive Components Holdings LLC subsidiary in Milan, Michigan. The business produces 1.3 million fuel tanks a year.
As part of the acquisition, which was completed on terms that refl ected operating conditions at the Milan site, Plastic Omnium agreed to build a new plant in Michigan where production will be transferred in 2013.
The acquisition led to the recognition of the following items in the balance sheet at 31 December 2011 in accordance with IFRS 3R "Business Combinations", for amounts based on the most recent management estimates:
Employee benefi t obligations for the employees transferred as of 1 June 2011 will not be assumed by Plastic Omnium.
The acquisition also led to the recognition of an after-tax profi t in "Other operating income" in 2011 (see note 4.5). The accounting for the business combination will be completed within twelve months of the acquisition date.
The Ford – Milan (Michigan) business has been fully consolidated from the acquisition date. It contributed €89.2 million to consolidated revenue for 2011.
On 29 December, Plastic Omnium acquired Plastal Poland's Automotive assets. Located in Gliwice and Poznan, the two plants generated more than €60 million in revenue in 2010. They mainly supply Fiat, Volkswagen, BMW, Audi and Ford, and employ some 600 people.
The acquisition strengthens Plastic Omnium Auto Exterior's base in Eastern Europe, where it currently has plants in Poland, the Czech Republic and Slovakia that supply Volkswagen, Audi, Porsche, Skoda, PSA Peugeot Citroën and General Motors. It also refl ects Plastic Omnium's successful sale eff orts in the region, especially for mass-market cars currently being launched like the all-new Volkswagen Up! and the Opel Astra.
The acquisition led to recognition of the following items in the balance sheet at 31 December 2011 in accordance with IFRS 3R "Business Combinations":
It also led to the recognition of an after-tax profi t in "Other operating income" in 2011 (see note 4.5). The accounting for the business combination will be completed within twelve months of the acquisition date, in accordance with IFRS.
The Plastal Poland business has been fully consolidated from the acquisition date. Due to the timing of the acquisition, it made no contribution to revenue for the year.
At the beginning of the year, the Group sold its South African subsidiary Plastic Omnium Urban Systems Pty for €1,831 thousand. This subsidiary was part of the Group's Environment Division. The net impact on consolidated profi t was €(71) thousand.
In 2011, the Group sold Sulo Verwaltung und Technik GmbH's Elsfl eth and Heideloh facilities (Environment Division). The two facilities were classifi ed as "Assets held for sale" in the balance sheet at 31 December 2010.
Assets held for sale and the related liabilities were as follows at 31 December 2011:
| 31 December 2011 | 31 December 2010 | ||||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Total | Assets held for sale/liabilities related to assets held for sale |
Total | Assets held for sale/ liabilities related to assets held for sale |
|||
| Signature entities |
Signature headquarters building in Germany |
Blenheim facility |
Elsfl eth – Heideloh facilities |
Blenheim facility |
|||
| Intangible assets (including goodwill) | 9,634 | 9,634 | |||||
| Land and improvements | 1,138 | 593 | 545 | 366 | 366 | ||
| Buildings, fi xtures and fi ttings | 3,632 | 816 | 1,583 | 1,233 | 2,003 | 809 | 1,194 |
| Plant and equipment | 1,012 | 1,012 | 25 | 25 | |||
| Financial assets | (2) | (2) | |||||
| Deferred tax assets | 177 | 177 | |||||
| Inventories | 5,426 | 5,426 | |||||
| Trade and other receivables | 9,243 | 9,243 | |||||
| Current account advances | 10,533 | 10,533 | |||||
| Cash and cash equivalents | 776 | 776 | |||||
| Assets held for sale | 41,569 | 38,208 | 2,128 | 1,233 | 2,394 | 1,200 | 1,194 |
| Provisions for liabilities and charges | 371 | 371 | |||||
| Provisions for pensions and other post employment benefi ts |
837 | 837 | |||||
| Government grants | 6 | 6 | |||||
| Deferred tax liabilities | 772 | 772 | |||||
| Current account advances | 1,876 | 1,876 | |||||
| Bank overdrafts | 17 | 17 | |||||
| Trade and other payables | 13,048 | 13,048 | |||||
| Liabilities related to assets held for sale | 16,927 | 16,927 | |||||
| NET ASSETS HELD FOR SALE | 24,642 | 21,281 | 2,128 | 1,233 | 2,394 | 1,200 | 1,194 |
The following tables present data for each segment, with an "Unallocated items" column that includes inter-segment eliminations and amounts that are not allocated to a specifi c segment (for example, holding company activities). The data in this column are presented in order to reconcile segment information to the Group's fi nancial statements. Finance costs and other fi nancial income and expense, income tax and profi ts/(losses) of associates are accounted for at Group level and are not allocated to the segments. Inter-segment transactions are carried out on an arm's length basis.
| 2011 | ||||
|---|---|---|---|---|
| (in thousands of euros) | Automotive | Environment | Unallocated items * |
Consolidated total |
| Sales to third parties | 3,721,659 | 501,191 | (2,440) | 4,220,410 |
| Sales between segments | (1,571) | (869) | 2,440 | – |
| Revenue | 3,720,088 | 500,322 | – | 4,220,410 |
| % of revenue | 88.1% | 11.9% | 100% | |
| Operating margin before amortization of intangible assets acquired in business combinations |
273,146 | 23,306 | 296,452 | |
| % of segment revenue | 7.3% | 4.7% | 7.0% | |
| Amortization of intangible assets acquired in business combinations | (17,042) | (17,042) | ||
| Operating margin after amortization of intangible assets acquired in business combinations |
256,104 | 23,306 | 279,410 | |
| % of segment revenue | 6.9% | 4.7% | 6.6% | |
| Other operating income | 54,332 | 1,739 | 56,071 | |
| Other operating expenses | (26,796) | (36,543) | (63,339) | |
| % of segment revenue | 0.7% | –7.0% | –0.2% | |
| Finance costs, net | (35,807) | |||
| Other fi nancial income and expense, net | (6,330) | |||
| Share of profi t/(loss) of associates | (551) | |||
| PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME TAX | 229,454 | |||
| Income tax | (58,086) | |||
| NET PROFIT FROM CONTINUING OPERATIONS | 171,368 | |||
| Net loss from discontinued operations | – | |||
| NET PROFIT | 171,368 |
| 2010 | Unallocated Environment items * 472,138 (1,626) (589) 1,626 471,549 – 14.5% 25,797 5.5% 25,797 5.5% 2,804 (18,449) –3.3% |
|||
|---|---|---|---|---|
| (in thousands of euros) | Automotive | Consolidated total |
||
| Sales to third parties | 2,779,084 | 3,249,596 | ||
| Sales between segments | (1,037) | – | ||
| Revenue | 2,778,047 | 3,249,596 | ||
| % of revenue | 85.5% | 100% | ||
| Operating margin before amortization of intangible assets acquired in business combinations |
201,417 | 227,214 | ||
| % of segment revenue | 7.2% | 7.0% | ||
| Amortization of intangible assets acquired in business combinations | (10,260) | (10,260) | ||
| Operating margin after amortization of intangible assets acquired in business combinations |
191,157 | 216,954 | ||
| % of segment revenue | 6.9% | 6.7% | ||
| Other operating income | 33,787 | 36,591 | ||
| Other operating expenses | (23,638) | (42,087) | ||
| % of segment revenue | 0.4% | –0.2% | ||
| Finance costs, net | (23,157) | |||
| Other fi nancial income and expense, net | (4,056) | |||
| Share of profi t/(loss) of associates | (1,871) | |||
| PROFIT FROM CONTINUING OPERATIONS BEFORE INCOME TAX | 182,374 | |||
| Income tax | (29,682) | |||
| NET PROFIT FROM CONTINUING OPERATIONS | 152,692 | |||
| Net loss from discontinued operations | (2,024) | |||
| NET PROFIT | 150,668 |
* "Unallocated items" correspond to inter-segment eliminations and amounts that are not allocated to a specifi c segment (for example, holding company activities). This column is included to enable segment information to be reconciled to the Group's fi nancial statements.
| Net amounts | 31 December 2011 | |||
|---|---|---|---|---|
| Unallocated | Consolidated | |||
| (in thousands of euros) | Automotive | Environment | items | total |
| Goodwill | 183,772 | 157,079 | 2,960 | 343,811 |
| Intangible assets | 300,931 | 19,625 | 10,793 | 331,349 |
| Property, plant and equipment | 650,836 | 85,315 | 34,363 | 770,514 |
| Investment property | – | – | 18,355 | 18,355 |
| Inventories | 216,729 | 44,670 | – | 261,399 |
| Trade receivables | 360,035 | 76,013 | 3,620 | 439,668 |
| Other receivables | 175,261 | 14,661 | 17,049 | 206,971 |
| Finance receivables * (C) | 88,543 | 8,789 | – | 97,332 |
| Current accounts and other fi nancial assets (D) | (17,206) | 15,451 | 32,069 | 30,314 |
| Hedging instruments (E) | – | – | 2 | 2 |
| Net cash and cash equivalents ** (A) | 122,942 | 15,257 | 22,002 | 160,201 |
| Total segment assets | 2,081,843 | 436,860 | 141,213 | 2,659,916 |
| Short-term borrowings (B) | 164,924 | 18,583 | 575,661 | 759,168 |
| Segment liabilities | 164,924 | 18,583 | 575,661 | 759,168 |
| NET SEGMENT DEBT = (B – A – C – D – E) | (29,355) | (20,914) | 521,588 | 471,319 |
| Net amounts | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Unallocated | Consolidated | |||||
| (in thousands of euros) | Automotive | Environment | items | total | ||
| Goodwill | 182,732 | 176,857 | 2,960 | 362,549 | ||
| Intangible assets | 256,896 | 19,592 | 8,412 | 284,900 | ||
| Property, plant and equipment | 555,312 | 86,285 | 31,268 | 672,865 | ||
| Investment property | – | – | 18,355 | 18,355 | ||
| Inventories | 228,925 | 44,412 | – | 273,337 | ||
| Trade receivables | 288,372 | 84,065 | 19,343 | 391,780 | ||
| Other receivables | 110,198 | 14,290 | 15,486 | 139,974 | ||
| Finance receivables * (C) | 88,194 | 9,618 | – | 97,811 | ||
| Current accounts and other fi nancial assets (D) | 52,891 | 26,337 | (54,468) | 24,761 | ||
| Hedging instruments (E) | – | – | 3,385 | 3,385 | ||
| Net cash and cash equivalents ** (A) | 142,369 | 15,485 | 4,779 | 162,633 | ||
| Total segment assets | 1,905,889 | 476,941 | 49,520 | 2,432,350 | ||
| Short-term borrowings (B) | 250,147 | 18,627 | 557,646 | 826,420 | ||
| Segment liabilities | 250,147 | 18,627 | 557,646 | 826,420 | ||
| NET SEGMENT DEBT = (B – A – C – D – E) | (33,307) | (32,812) | 603,950 | 537,831 |
* At 31 December 2011, fi nance receivables included €58,266 thousand classifi ed in the balance sheet as "Other fi nancial assets" in non-current assets and €39,066 thousand classifi ed as "Finance receivables" in current assets.
At 31 December 2010, fi nance receivables included €46,777 thousand classifi ed in the balance sheet as "Other fi nancial assets" in non-current assets and €51,034 thousand classifi ed as "Finance receivables" in current assets.
See also note 5.2.7.a.
** Net cash and cash equivalents as reported in the statement of cash fl ows. See also note 5.1.12.b.
| (in thousands of euros) | Automotive | Environment | Unallocated items |
Consolidated total |
|---|---|---|---|---|
| 31 December 2011 | ||||
| Acquisitions of intangible assets | 87,433 | 4,545 | 2,997 | 94,975 |
| Capital expenditure (o/w Investment property) | 142,236 | 22,167 | 5,824 | 170,227 |
| Depreciation and amortization expense* | 160,474 | 21,710 | 3,525 | 185,709 |
| 31 December 2010 | ||||
| Acquisitions of intangible assets | 55,757 | 2,305 | 1,363 | 59,425 |
| Capital expenditure (o/w Investment property) | 64,663 | 18,157 | 12,336 | 95,156 |
| Depreciation and amortization expense* | 124,001 | 23,588 | 1,594 | 149,183 |
* 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) | 2011 | % | 2010 | % |
|---|---|---|---|---|
| France | 801,280 | 19.0% | 680,782 | 20.9% |
| North America | 1,002,101 | 23.7% | 712,629 | 21.9% |
| Europe excluding France | 1,597,975 | 37.9% | 1,259,131 | 38.7% |
| South America | 182,154 | 4.3% | 143,982 | 4.4% |
| Africa | 41,204 | 1.0% | 31,764 | 1.0% |
| Asia | 595,696 | 14.1% | 421,308 | 13.0% |
| TOTAL | 4,220,410 | 100% | 3,249,596 | 100% |
| 2011 | 2010 | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Amounts | % of total revenue from manufacturers |
% of total Automotive revenue |
Amounts | % of total revenue from manufacturers |
% of total Automotive revenue |
| Automobile manufacturer | ||||||
| PSA Peugeot Citroën | 636,924 | 25.0% | 17.1% | 483,063 | 23.6% | 17.4% |
| Renault/Nissan | 447,750 | 17.6% | 12.1% | 368,622 | 18.0% | 13.3% |
| General Motors | 630,254 | 24.8% | 16.9% | 478,807 | 23.4% | 17.2% |
| BMW | 387,926 | 15.3% | 10.4% | 382,155 | 18.6% | 13.8% |
| Volkswagen | 439,254 | 17.3% | 11.8% | 337,839 | 16.5% | 12.2% |
| Total main manufacturers | 2,542,108 | 100.0% | 68.3% | 2,050,486 | 100.0% | 73.8% |
| Other | 1,177,980 | 31.7% | 727,561 | 26.2% | ||
| TOTAL AUTOMOTIVE REVENUE | 3,720,088 | 100% | 2,778,047 | 100% | ||
| North | Europe exclu - | South America | ||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | France | America | ding France | Asia | Other* | Total |
| 31 December 2011 | ||||||
| Goodwill | 211,113 | 23,068 | 105,434 | 4,196 | – | 343,811 |
| Intangible assets | 152,101 | 61,579 | 94,991 | 21,861 | 817 | 331,349 |
| Property, plant and equipment | 161,028 | 130,772 | 292,741 | 180,553 | 5,420 | 770,514 |
| including capital expenditure for the year | 31,064 | 11,159 | 72,792 | 54,025 | 1,187 | 170,227 |
| Investment property | 18,355 | – | – | – | – | 18,355 |
| TOTAL NON-CURRENT ASSETS | 542,597 | 215,419 | 493,166 | 206,610 | 6,237 | 1,464,029 |
| 31 December 2010 | ||||||
| Goodwill | 233,303 | 22,338 | 102,621 | 3,881 | 406 | 362,549 |
| Intangible assets | 155,916 | 36,980 | 70,434 | 20,988 | 582 | 284,900 |
| Property, plant and equipment | 167,938 | 104,231 | 243,924 | 150,356 | 6,416 | 672,865 |
| including capital expenditure for the year | 22,972 | 8,021 | 26,683 | 36,134 | 494 | 94,303 |
| Investment property | 18,355 | – | – | – | – | 18,355 |
| TOTAL NON-CURRENT ASSETS | 575,512 | 163,549 | 416,979 | 175,225 | 7,404 | 1,338,669 |
* "Other" corresponds to two companies in South Africa.
The following table analyzes research and development expenditure for 2011 and 2010, as well as the percentage of revenue it represents.
| (in thousands of euros) | 2011 | % | 2010 | % |
|---|---|---|---|---|
| Research and development costs | (206,227) | –4.9% | (143,742) | –4.4% |
| Of which capitalized development costs and research and development costs billed to customers |
127,904 | 3.0% | 78,875 | 2.4% |
| NET RESEARCH AND DEVELOPMENT COSTS | (78,323) | –1.9% | (64,867) | –2.0% |
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Cost of sales includes | ||
| Raw materials (purchases and changes in inventory)* | (2,683,641) | (1,967,932) |
| Direct production outsourcing* | (7,336) | (7,453) |
| Utilities and fl uids | (75,695) | (61,914) |
| Employee benefi ts expense | (447,937) | (359,522) |
| Other production costs | (276,686) | (235,165) |
| Proceeds from the sale during the period of waste containers leased to customers under operating leases** | 1,167 | 2,180 |
| Carrying amount of waste containers leased to customers under operating leases that were sold during the period** |
(957) | (2,168) |
| Depreciation | (124,540) | (110,658) |
| Provisions | 9,320 | (12,855) |
| TOTAL | (3,606,305) | (2,755,487) |
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Research and development costs include | ||
| Employee benefi ts expense | (96,938) | (79,014) |
| Amortization of capitalized development costs | (33,106) | (25,036) |
| Other | 51,721 | 39,184 |
| TOTAL | (78,323) | (64,867) |
| Distribution costs include | ||
| Employee benefi ts expense | (40,466) | (35,514) |
| Depreciation and provisions | (194) | 537 |
| Other | (22,594) | (21,140) |
| TOTAL | (63,254) | (56,117) |
| Administrative costs include | ||
| Employee benefi ts expense | (100,455) | (87,742) |
| Other administrative expenses | (64,632) | (53,617) |
| Depreciation | (8,273) | (5,483) |
| Provisions | (2,716) | 930 |
| TOTAL | (176,076) | (145,911) |
* Refl ects Westfalia (Environment Division) transport outsourcing, reclassifi ed from "Direct production outsourcing" to "Raw materials". Data for 2010 has been restated to facilitate comparisons. ** See "Gains/losses on disposals of non-current assets" in note 4.5.
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Wages and salaries | (501,307) | (410,799) |
| Payroll taxes | (156,368) | (122,545) |
| Non-discretionary profi t-sharing | (13,433) | (12,735) |
| Pension and other post-employment benefi t costs | (392) | 1,206 |
| Share-based compensation | (2,224) | (2,502) |
| Other employee benefi ts expenses | (12,072) | (14,417) |
| Total employee benefi ts expense excluding temporary staff costs | (685,796) | (561,792) |
| Temporary staff costs | (68,474) | (50,985) |
| TOTAL EMPLOYEE BENEFITS EXPENSE INCLUDING TEMPORARY STAFF COSTS | (754,270) | (612,777) |
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) | 2011 | 2010 |
|---|---|---|
| Brand | (350) | (117) |
| Contractual customer relationships | (16,692) | (5,143) |
| Consumption of inventories revalued in the opening balance sheet | – | (5,000) |
| TOTAL AMORTIZATION OF INTANGIBLE ASSETS ACQUIRED IN BUSINESS COMBINATIONS | (17,042) | (10,260) |
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Gains/losses on disposals of non-current assets# | (1,501) | 369 |
| Pre-start-up costs at new plants | (4,235) | (970) |
| Employee downsizing plans | (7,490) | (4,080) |
| Impairment of non-current assets* | (29,008) | (6,372) |
| Provisions for charges ** | (5,096) | (245) |
| Litigation*** | 1,568 | (9,863) |
| Foreign exchange gains and losses on operating activities | (1,870) | 591 |
| Impact of acquisitions | ||
| Revaluation of the 50% interest in Plastic Omnium Auto Inergy | – | 18,785 |
| Acquisition of Ford Milan and Plastal Poland (see note 2.2.2) | 43,619 | – |
| Related fees and expenses | (1,248) | (2,431) |
| Other **** | (2,007) | (1,280) |
| TOTAL | (7,268) | (5,496) |
| Of which other operating income | 56,071 | 36,591 |
| Of which other operating expenses | (63,339) | (42,087) |
* €15,390 thousand in impairment losses on the Signature companies classifi ed as "Assets held for sale".
€10,625 thousand impairment loss on Plastic Omnium's 35% interest in Euromark Holding.
** €2,200 thousand provision for indemnities included in the overall negotiations.
*** In 2010, €8,300 thousand provision for fi nes resulting from competition proceedings.
**** "Other" includes net losses on sales of non-current fi nancial assets for €1,032 thousand in 2011 and €139 thousand in 2010.
Proceeds from disposals of property, plant and equipment and intangible assets in the statement of cash fl ows include proceeds from disposals of assets reported under "Other operating income and expenses" and proceeds from sales of waste containers leased to customers under operating leases reported under "Cost of sales" (see note 4.2).
Net (gains)/losses on disposals of fi xed assets in the statement of cash fl ows include gains and losses from disposals of property, plant and equipment and intangible assets reported under "Other operating income and expenses" and gains and losses from sales of waste containers leased to customers under operating leases reported under "Cost of sales" (see note 4.2). These amounts break down as follows:
| 2011 | 2010 | |||
|---|---|---|---|---|
| (in thousands of euros) | Disposal proceeds |
Gain/loss | Disposal proceeds |
Gain/loss |
| Sales of waste containers included in operating margin | 1,167 | 210 | 2,180 | 12 |
| Total sales of waste containers included in operating margin (see note 4.2) |
1,167 | 210 | 2,180 | 12 |
| Disposals of intangible assets | 4,517 | 99 | 4,232 | (237) |
| Disposals of property, plant and equipment | 6,982 | (1,845) | 9,390 | (1,248) |
| Disposals of available-for-sale fi nancial assets | 745 | 245 | 519 | 519 |
| Total disposals of property, plant and equipment, intangible assets and available-for-sale fi nancial assets recorded in other operating income and expense (see footnote # to note 4.5) |
12,244 | (1,501) | 14,141 | (966) |
| Disposals of non-current fi nancial assets | 1,987 | (1,032) | 611 | (139) |
| Total disposals of non-current fi nancial assets (see footnote **** to "Other" in note 4.5) |
1,987 | (1,032) | 611 | (139) |
| TOTAL | 15,398 | (2,323) | 16,932 | (1,093) |
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Finance costs | (27,485) | (14,023) |
| Interest cost - pension obligations | (1,502) | (3,430) |
| Financing fees and commissions | (6,820) | (5,704) |
| Finance costs – net | (35,807) | (23,157) |
| Exchange gains or losses on fi nancing activities | 772 | (434) |
| Losses on fi nancial instruments | (7,189) | (3,622) |
| Other | 87 | – |
| Other fi nancial expenses | (6,330) | (4,056) |
| TOTAL | (42,137) | (27,213) |
Income tax expense breaks down as follows:
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Current taxes | (59,421) | (27,950) |
| Current income tax (expense)/benefi t | (56,227) | (26,371) |
| Tax (expense)/benefi t on exceptional items | (3,194) | (1,579) |
| Deferred taxes | (1,732) | |
| Deferred tax (expense)/benefi ts on temporary diff erences arising or reversing during the period | 2,093 | (2,133) |
| Eff ect of change in tax rates or the introduction of new taxes | (758) | 401 |
| INCOME TAX (EXPENSE)/BENEFIT RECORDED IN THE INCOME STATEMENT | (58,086) | (29,682) |
The income tax rate in France has been increased to 36.1% from 33.3%. In light of the Group's tax situation in France, a 35% rate has been applied. The new rate was used to calculate current taxes for 2011 and for the measurement of deferred tax assets and liabilities. In addition, the newly introduced cap on the use of tax loss carryforwards was taken into account in assessing the probability of tax losses being used and, consequently, in determining the amount of deferred tax assets to be recognized in respect of French tax loss carryforwards. The eff ect of the new tax rules on income tax expense for the year was not material.
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Consolidated profi t before tax | 229,454 | 182,374 |
| Theoretical tax at French standard tax rate | (80,492) | (60,785) |
| Impact of diff erences in foreign tax rates | 7,966 | 8,508 |
| Eff ect on opening deferred taxes of changes in tax rates | 758 | (401) |
| Recognition and utilization of previously unrecognized tax loss carryforwards | 27,061 | 37,446 |
| Unrecognized tax loss carryforwards and other tax assets | (21,784) | (9,368) |
| Tax credits and other tax savings | 15,401 | 6,866 |
| Non-deductible expenses and non-taxable income | (5,028) | (13,262) |
| Other | (1,968) | 1,314 |
| Tax at the eff ective tax rate | (58,086) | (29,682) |
| Eff ective tax rate | 25,3% | 16,3% |
In 2011, actual income tax expense was €58 million compared with theoretical tax expense of €80 million at the French standard rate (35% for the Group). The diff erence was attributable for €8 million to the impact of lower foreign tax rates, particularly in Asia, and for €8 million to the use of tax credits in the United States and other countries. Mergers and acquisitions for the year had a very limited impact on the Group's eff ective tax rate. The impact of i) unrecognized deferred tax assets for tax loss carryforwards and other items used and/or recognized during the year and of ii) unrecognized tax losses generated during the year was signifi cantly lower in 2011 than in 2010 but remained positive at €5 million.
The eff ective tax rate increased to 25.3% in 2011 from 16.3% the previous year. This was because results forecasts were upgraded in 2010, providing scope to signifi cantly increase the amount of recognized deferred tax assets.
| 2010 on a comparable | |||
|---|---|---|---|
| Earnings per share attributable to owners of the parent | 2011 | basis to 2011 | 2010 reported |
| Basic earnings per share (in €) | 3.44 | 2.89 | 8.68 |
| Diluted earnings per share (in €) | 3.30 | 2.79 | 8.38 |
| Earnings per share from continuing operations, | 2010 on a comparable | ||
| attributable to owners of the parent | 2011 | basis to 2011 | 2010 reported |
| Basic earnings per share from continuing operations (in €) | 3.44 | 2.93 | 8.80 |
| Diluted earnings per share from continuing operations (in €) | 3.30 | 2.83 | 8.49 |
| Weighted average number of ordinary shares | 52,583,797 | 52,933,797 | 17,644,599 |
| • Treasury stock | (4,742,107) | (4,728,204) | (1,576,068) |
| Weighted average number of ordinary shares used to calculate basic | |||
| earnings per share | 47,841,690 | 48,205,593 | 16,068,531 |
| • Impact of dilutive instruments (stock options) | 2,035,380 | 1,737,855 | 579,285 |
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES USED | |||
| TO CALCULATE DILUTED EARNINGS PER SHARE | 49,877,071 | 49,943,448 | 16,647,816 |
| (in thousands of euros) | Gross value | Impairment | Carrying amount |
|---|---|---|---|
| At 1 January 2010 | 289,931 | 0 | 289,931 |
| Redondela acquisition | 5,660 | – | 5,660 |
| Post & Column acquisition | 3,393 | – | 3,393 |
| John Wilkinson acquisition | 244 | – | 244 |
| Acquisition of control of Plastic Omnium Auto Inergy* | 62,635 | – | 62,635 |
| Translation adjustment and other movements | 686 | – | 686 |
| At 31 December 2010 | 362,549 | 0 | 362,549 |
| RMS Rotherm acquisition ** | 4,306 | – | 4,306 |
| Cancellation of PO Urban Systems Pty goodwill (divested) | (406) | – | (406) |
| Adjustment to Redondela goodwill*** | (300) | – | (300) |
| Adjustment to Plastic Omnium Auto Inergy goodwill *** | 294 | – | 294 |
| Dissolved company | 19 | – | 19 |
| Reclassifi cation of goodwill on Signature companies classifi ed as held for sale **** | (23,835) | – | (23,835) |
| Translation adjustment | 1,184 | – | 1,184 |
| AT 31 DECEMBER 2011 | 343,811 | 0 | 343,811 |
* The acquisition of control of Inergy in 2010 led to the derecognition of €90 million in goodwill recognized on the initial acquisition of 50% of the company and to the recognition of €151.9 million in goodwill on the total interest.
** See note 2.2.1 "Acquisitions of controlling interests – Rotherm"
*** Companies acquired in 2010 for which goodwill was adjustable up until 31 December 2011.
**** See note 2.3.2. on assets held for sale (Sodilor, Farcor, STS and Signature Deutschland) and related liabilities.
Goodwill breaks down as follows by reportable segment:
| (in thousands of euros) | Gross value | Impairment | Carrying amount |
|---|---|---|---|
| Automotive | 183,772 | – | 183,772 |
| Environment | 157,079 | – | 157,079 |
| Unallocated * | 2,960 | – | 2,960 |
| AT 31 DECEMBER 2011 | 343,811 | 0 | 343,811 |
| Automotive | 182,732 | – | 182,732 |
| Environment | 176,857 | – | 176,857 |
| Unallocated * | 2,960 | – | 2,960 |
| At 31 December 2010 | 362,549 | 0 | 362,549 |
* "Unallocated" corresponds to goodwill on the Group's holding companies.
| (in thousands of euros) | Goodwill | Patents and licenses |
Software | Develop ment costs |
Contractual customer relationships |
Other | Total |
|---|---|---|---|---|---|---|---|
| Carrying amount at 1 January 2011 | 362,549 | 29,061 | 12,341 | 135,673 | 102,857 | 4,968 | 647,449 |
| Acquisitions | – | 847 | 4,435 | 88,476 | – | 1,217 | 94,975 |
| Disposals – net | – | (1) | (1) | (4,417) | – | – | (4,419) |
| Companies consolidated for the fi rst time |
4,306 | – | 533 | 1,543 | 21,634 | 954 | 28,970 |
| Changes in scope of consolidation | (393) | – | – | (2) | – | – | (395) |
| Reclassifi cations* | (23,835) | (127) | 353 | (8) | – | (699) | (24,316) |
| Impairments recognized and reversed | – | – | – | 34 | – | – | 34 |
| Amortization for the period | – | (2,090) | (6,242) | (44,305) | (16,692) | (1,125) | (70,454) |
| Translation adjustment | 1,184 | (6) | (17) | 317 | 1,540 | 298 | 3,316 |
| CARRYING AMOUNT AT 31 DECEMBER 2011 |
343,811 | 27,684 | 11,402 | 177,311 | 109,339 | 5,613 | 675,160 |
* Goodwill on the Signature vertical signage business reclassifi ed in "Assets held for sale" at 31 December 2011 (see notes 2.3.2 and 5.1.1).
Movements for 2011 corresponded mainly to the following:
Reclassifi cations:
Contractual customer relationships:
Reclassifi cation as "Assets held for sale" of goodwill related to Sodilor, Farcor, STS and Signature Deutschland (see note 2.3.2).
Recognition of contractual customer relationships on the Ford Milan business combination for €21.6 million, amortized over nine years.
| Patents and | Development | Contractual customer |
|||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Goodwill | licenses | Software | costs | relationships | Other | Total |
| Carrying amount at 1 January 2010 | 289,931 | 22,418 | 11,530 | 68,901 | 0 | 4,083 | 396,863 |
| Acquisitions | – | 899 | 2,619 | 54,748 | – | 1,159 | 59,425 |
| Disposals – net | – | (63) | 10 | (4,372) | – | (32) | (4,457) |
| Companies consolidated for the fi rst time |
9,297 | (3) | – | 1,466 | – | – | 10,760 |
| Other changes in scope of consolidation |
62,635 | 7,233 | 2,901 | 46,155 | 108,000 | 137 | 227,061 |
| Reclassifi cations | – | 85 | 1,127 | (618) | – | (199) | 395 |
| Impairment | – | (125) | – | (34) | – | – | (159) |
| Amortization for the period | – | (1,513) | (5,957) | (32,330) | (5,143) | (386) | (45,329) |
| Translation adjustment | 686 | 130 | 111 | 1,757 | – | 206 | 2,890 |
| CARRYING AMOUNT AT 31 DECEMBER 2010 |
362,549 | 29,061 | 12,341 | 135,673 | 102,857 | 4,968 | 647,449 |
Movements for 2010 corresponded primarily to the recognition of contractual customer relationships and the Inergy brand following acquisition of control of Inergy, for €115 million. These assets are being amortized over 7 and 20 years respectively (see note 2.1.1 of the 2010 Annual Report).
| Patents and | Development | Contractual customer |
|||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Goodwill | licenses | Software | costs | relationships | Other | Total |
| Analysis of carrying amount at 1 January 2011 |
|||||||
| Cost | 362,549 | 41,181 | 75,051 | 282,610 | 108,000 | 10,727 | 880,118 |
| Accumulated amortization | – | (11,995) | (62,710) | (146,903) | (5,143) | (5,759) | (232,510) |
| Accumulated impairment | – | (125) | – | (34) | – | – | (159) |
| Carrying amount at 1 January 2011 | 362,549 | 29,061 | 12,341 | 135,673 | 102,857 | 4,968 | 647,449 |
| Analysis of carrying amount at 31 December 2011 |
|||||||
| Cost | 343,811 | 41,547 | 76,763 | 361,183 | 131,269 | 12,146 | 966,719 |
| Accumulated amortization | – | (13,738) | (65,360) | (183,872) | (21,930) | (6,534) | (291,434) |
| Accumulated impairment | – | (125) | – | – | – | – | (125) |
| CARRYING AMOUNT AT 31 DECEMBER 2011 |
343,811 | 27,684 | 11,403 | 177,311 | 109,339 | 5,612 | 675,160 |
| Patents and | Development | Contractual customer |
|||||
|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Goodwill | licenses | Software | costs | relationships | Other | Total |
| Analysis of carrying amount at 1 January 2010 |
|||||||
| Cost | 289,931 | 30,807 | 62,358 | 225,009 | – | 8,970 | 617,075 |
| Accumulated amortization | – | (8,389) | (50,828) | (156,108) | – | (4,887) | (220,212) |
| Accumulated impairment | – | – | – | – | – | – | – |
| Carrying amount at 1 January 2010 | 289,931 | 22,418 | 11,530 | 68,901 | 0 | 4,083 | 396,863 |
| Analysis of carrying amount at 31 December 2010 |
|||||||
| Cost | 362,549 | 41,181 | 75,051 | 282,610 | 108,000 | 10,727 | 880,118 |
| Accumulated amortization | – | (11,995) | (62,710) | (146,903) | (5,143) | (5,759) | (232,510) |
| Accumulated impairment | – | (125) | – | (34) | – | – | (159) |
| CARRYING AMOUNT AT 31 DECEMBER 2010 |
362,549 | 29,061 | 12,341 | 135,673 | 102,857 | 4,968 | 647,449 |
| Technical equipment and |
Assets under | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Land at cost | Buildings | tooling | construction | Other | Total |
| Carrying amount at 1 January 2011 | 54,960 | 228,250 | 241,700 | 43,713 | 104,241 | 672,865 |
| Increases | 2,124 | 8,069 | 63,500 | 56,672 | 39,863 | 170,227 |
| Disposals | (857) | (3,697) | (3,517) | – | (1,988) | (10,059) |
| Companies consolidated for the fi rst time |
1,998 | 7,844 | 17,970 | 23,550 | 3,382 | 54,744 |
| Companies removed from the scope of consolidation |
– | (247) | – | (45) | (62) | (354) |
| Reclassifi cations | (942) | 2,514 | 20,307 | (23,230) | (3,139) | (4,490) |
| Revaluations | 31 | 444 | – | – | – | 475 |
| Impairments recognized and reversed |
– | (1,138) | (126) | – | 96 | (1,168) |
| Depreciation for the period | (612) | (14,493) | (62,722) | – | (36,294) | (114,121) |
| Translation adjustment | (120) | (101) | 1,575 | 2,791 | (1,750) | 2,395 |
| CARRYING AMOUNT AT 31 DECEMBER 2011 |
56,582 | 227,445 | 278,687 | 103,451 | 104,349 | 770,514 |
| (in thousands of euros) | Land at cost | Buildings | Technical equipment and tooling |
Assets under construction |
Other | Total |
|---|---|---|---|---|---|---|
| Carrying amount at 1 January 2010 | 45,140 | 169,685 | 214,573 | 16,574 | 80,998 | 526,968 |
| Increases* | 167 | 9,936 | 28,364 | 27,634 | 28,202 | 94,303 |
| Disposals | (8) | (233) | (4,271) | – | (4,068) | (8,580) |
| Companies consolidated for the fi rst time |
9,033 | 54,171 | 51,275 | 7,986 | 24,696 | 147,161 |
| Reclassifi cations | 22 | 3,340 | 3,913 | (9,511) | 1,659 | (577) |
| Impairment | – | – | (1,044) | – | (220) | (1,264) |
| Depreciation for the period | (568) | (13,440) | (58,799) | – | (29,624) | (102,431) |
| Translation adjustment | 1,173 | 4,791 | 7,691 | 1,029 | 2,599 | 17,284 |
| CARRYING AMOUNT AT 31 DECEMBER 2010 |
54,960 | 228,250 | 241,700 | 43,713 | 104,241 | 672,865 |
* In 2010, the €95,156 thousand in acquisitions of property, plant and equipment reported in the statement of cash fl ows corresponds to acquisitions of property, plant and equipment excluding investment property for €94,303 thousand and acquisitions of investment property for €853 thousand.
| Technical equipment and |
Assets under | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Land at cost | Buildings | tooling | construction | Other | Total |
| Analysis of carrying amount at 1 January 2011 |
||||||
| Gross value | 58,581 | 378,125 | 971,328 | 43,713 | 413,507 | 1,865,255 |
| Accumulated depreciation and impairment |
(3,621) | (149,875) | (729,628) | – | (309,266) | (1,192,390) |
| Carrying amount at 1 January 2011 | 54,960 | 228,250 | 241,700 | 43,713 | 104,241 | 672,865 |
| Analysis of carrying amount at 31 December 2011 |
||||||
| Gross value | 60,530 | 387,455 | 1,069,398 | 103,451 | 413,484 | 2,034,318 |
| Accumulated depreciation and impairment |
(3,948) | (160,010) | (790,711) | – | (309,135) | (1,263,804) |
| CARRYING AMOUNT AT 31 DECEMBER 2011 |
56,582 | 227,445 | 278,687 | 103,451 | 104,349 | 770,514 |
| Technical equipment and |
Assets under | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Land at cost | Buildings | tooling | construction | Other | Total |
| Analysis of carrying amount at 1 January 2010 |
||||||
| Gross value | 48,127 | 279,667 | 794,020 | 16,574 | 294,736 | 1,433,124 |
| Accumulated depreciation and impairment Carrying amount at 1 January 2010 Analysis of carrying amount at |
(2,987) 45,140 |
(109,982) 169,685 |
(579,447) 214,573 |
– 16,574 |
(213,738) 80,998 |
(906,154) 526,968 |
| 31 December 2010 | ||||||
| Gross value | 58,581 | 378,125 | 971,328 | 43,713 | 413,507 | 1,865,255 |
| Accumulated depreciation and impairment |
(3,621) | (149,875) | (729,628) | – | (309,266) | (1,192,390) |
| CARRYING AMOUNT AT 31 DECEMBER 2010 |
54,960 | 228,250 | 241,700 | 43,713 | 104,241 | 672,865 |
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Gross value | 70,662 | 68,719 |
| Accumulated depreciation | (47,884) | (45,283) |
| Accumulated impairment* | (124) | (220) |
| Of which net depreciation for the year | (5,845) | (6,719) |
| Of which net impairments for the year | 96 | (220) |
| CARRYING AMOUNT | 22,654 | 23,216 |
* In last year's consolidated fi nancial statements, the above table showed equipment values net of accumulated depreciation only. Starting in 2011, the table also provides details of accumulated impairment losses and impairments for the year.
The above fi gures correspond to waste containers leased to customers by the Urban Systems division under contracts that do not qualify as fi nance leases.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Minimum lease payments under non-cancelable operating leases and/or lease-maintenance contracts |
||
| Due within one year | 51,640 | 112,071 |
| Due in one to fi ve years | 127,617 | 160,507 |
| Due beyond fi ve years | 70,613 | 67,234 |
| TOTAL | 249,870 | 339,812 |
These assets, which are included in the tables above on property, plant and equipment, correspond to plants, research and development centers and production equipment.
| Technical equipment | Total at | ||
|---|---|---|---|
| (in thousands of euros) | Land and buildings | and tooling | 31 December 2011 |
| Cost | 38,983 | 25,807 | 64,790 |
| Accumulated depreciation | (21,178) | (12,246) | (33,424) |
| CARRYING AMOUNT | 17,805 | 13,561 | 31,366 |
| Technical equipment | ||||
|---|---|---|---|---|
| (in thousands of euros) | Land and buildings | and tooling | 31 December 2010 | |
| Cost | 40,270 | 22,700 | 62,970 | |
| Accumulated depreciation | (19,943) | (9,448) | (29,391) | |
| CARRYING AMOUNT | 20,327 | 13,252 | 33,579 |
| Minimum future lease | Present value | |
|---|---|---|
| (in thousands of euros) | payments at 31 December 2011 | at 31 December 2011 |
| Due within one year | 8,159 | 7,170 |
| Due in one to fi ve years | 21,009 | 19,045 |
| Due beyond fi ve years | 921 | 873 |
| TOTAL | 30,089 | 27,088 |
| (in thousands of euros) | Minimum future lease payments at 31 December 2010 |
Present value at 31 December 2010 |
|---|---|---|
| Due within one year | 6,948 | 6,029 |
| Due in one to fi ve years | 23,508 | 21,157 |
| Due beyond fi ve years | 1,505 | 1,349 |
| TOTAL | 31,961 | 28,535 |
Based on the latest valuation carried out by an independent valuer in December 2011, the fair value of investment property – corresponding to a building in Nanterre, a suburb of Paris – amounted to €17.5 million, unchanged overall from the end-2010 value. The value of the land declined by €2.2 million over the year but the value of the building increased by the same amount.
In July 2010, the Group purchased a plot of land in Lyon for €853 thousand.
| (in thousands of euros) | Total | Land | Building |
|---|---|---|---|
| Fair value at 31 December 2010 | 18,355 | 6,522 | 11,833 |
| Acquisition | – | – | – |
| Fair value adjustment based on independent valuations | – | (2,177) | 2,177 |
| Fair value at 31 December 2011 | 18,355 | 4,345 | 14,010 |
| (in thousands of euros) | Total | Land | Building |
| Fair value at 31 December 2009 | 17,502 | 5,669 | 11,833 |
| Acquisition | 853 | 853 | – |
| Fair value adjustment based on independent valuations | – | – | – |
| Fair value at 31 December 2010 | 18,355 | 6,522 | 11,833 |
If the land and building had been measured using the cost model instead of the fair value model, their carrying amount would have been €8,014 thousand at 31 December 2011 versus €8,120 thousand at 31 December 2010 (or €7,267 thousand excluding the land in Lyon purchased for €853 thousand).
At 31 December 2011, the revaluation reserve amounted to €10,023 thousand, unchanged from 31 December 2010.
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Rental income from investment | ||
| property | 25 | – |
| Property operating expenses | (461) | (550) |
At 31 December 2011, investments in associates corresponded to two Chinese joint ventures, Chengdu Faway Yanfeng PO (24.48%-owned) and Dongfeng Plastic Omnium SA Auto Exterior Systems Co Ltd (24.95%-owned).
At 31 December 2010, this item also included 35%-owned Euromark, which was reclassifi ed in 2011 under "Assets held for sale" and written down in full (see note 2.1).
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Interest in Chengdu Faway Yanfeng PO | 4,043 | 3,600 |
| Interest in Dongfeng Plastic Omnium Automotive Exterior Systems Co. Ltd. | 393 | – |
| Interest in Euromark | – | 10,625 |
| TOTAL INVESTMENTS IN ASSOCIATES | 4,436 | 14,224 |
The tables below provide summary balance sheet and income statement data for all of the associates on the same basis as if they were fully consolidated companies.
Balance sheet and income statement data for associates on a 100% basis
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Non-current assets | 16,813 | 42,418 |
| Current assets | 6,075 | 69,795 |
| Total assets | 22,888 | 112,213 |
| Equity - Eurovia's interest in Signature Horizontal | – | (4,812) |
| Equity - Yanfeng and Faway's interest in Chengdu | 12,474 | 11,106 |
| Equity - Yanfeng and Hongtaï's interest in Dongfeng Plastic Omnium Automotive Exterior Systems Co. Ltd. |
1,181 | – |
| Equity attributable to Plastic Omnium | 4,436 | 14,224 |
| Non-current liabilities | 590 | 9,061 |
| Current liabilities | 4,207 | 82,634 |
| Total equity and liabilities | 22,888 | 112,213 |
| Revenue | 539 | 128,306 |
| Net profi t - Eurovia's interest in Signature Horizontal | – | (1,785) |
| Net profi t – Yanfeng and Faway's interest in Chengdu | (1,258) | (696) |
| Net profi t – Yanfeng and Hongtaï's interest in Dongfeng Plastic Omnium Automotive Exterior Systems Co. Ltd. |
(430) | – |
| Net profi t attributable to Plastic Omnium | (551) | (1,871) |
This item corresponds to shares in non-material shell or dormant companies and the Group's contribution to the "FMEA 2" Tier 2 Automotive OEM Modernization Fund.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Shell companies and dormant companies | 624 | 596 |
| Contribution to the "FMEA 2" fund | 1,328 | 848 |
| AVAILABLE-FOR-SALE FINANCIAL ASSETS | 1,952 | 1,444 |
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Loans | 15 | 26 |
| Deposits and bonds | 17,209 | 13,753 |
| Other receivables (see note 6.4.1) | 6,048 | 6,035 |
| Finance receivables related to Environment fi nance leases (see note 6.4.1) | 7,269 | 8,367 |
| Finance receivables related to Automotive contracts (see note 6.4.1) | 50,997 | 38,410 |
| TOTAL | 81,538 | 66,591 |
Deposits and bonds correspond mainly to guarantee deposits on leased offi ces and sold receivables.
Finance receivables mainly concern work in progress on automotive projects for which the Group has received a fi rm commitment on the selling price of developments and/or tooling. These receivables are discounted.
| 31 December 2011 | 31 December 2010 | |||
|---|---|---|---|---|
| (in thousands of euros) | Undiscounted value |
Carrying amount |
Undiscounted value |
Carrying amount |
| Finance receivables related to Environment fi nance leases | 1,999 | 1,519 | 1,598 | 1,250 |
| Finance receivables related to Automotive contracts | 37,994 | 37,547 | 49,784 | 49,784 |
| Other short-term fi nancial receivables | 5,714 | 5,714 | 4,098 | 4,098 |
| Of which: Current accounts |
2,927 | 2,927 | 1,113 | 1,113 |
| Other | 2,787 | 2,787 | 2,985 | 2,985 |
| TOTAL SHORT-TERM FINANCE RECEIVABLES | 45,707 | 44,780 | 55,480 | 55,132 |
Compagnie Plastic Omnium and some of its European subsidiaries have set up receivables sales programs with French banks covering periods of three to fi ve years. These non-recourse programs transfer substantially all the risks and rewards of ownership to the buyer and the sold receivables are therefore derecognized.
Derecognized sold receivables totaled €192 million at 31 December 2011, compared with €190 million at 31 December 2010.
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Cost | Impairment | Carrying amount |
Cost | Impairment | Carrying amount |
| Trade receivables | 444,666 | (4,998) | 439,668 | 396,000 | (4,220) | 391,780 |
| TRADE RECEIVABLES | 444,666 | (4,998) | 439,668 | 396,000 | (4,220) | 391,780 |
There were no identifi ed material doubtful receivables at 31 December 2011 that were not covered by provisions.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Sundry receivables | 87,967 | 72,055 |
| Prepayments to suppliers of tooling and prepaid development costs | 52,194 | 26,933 |
| Prepaid and recoverable income taxes | 37,853 | 20,506 |
| Other prepaid and recoverable taxes | 24,312 | 13,896 |
| Employee advances | 1,168 | 247 |
| Prepayments to suppliers of non-current assets | 3,477 | 6,337 |
| OTHER RECEIVABLES | 206,971 | 139,974 |
"Other receivables" at 31 December 2011 no longer include the €10.4 million claim under the seller's warranty given by Burelle SA on the sale of Signature in 2007. The claim concerned competition proceedings involving Signature SA and Sodilor. The related fi ne was paid during the fi rst half of 2011; however, Signature SA and Sodilor have appealed the ruling before the Paris Court of Appeal.
| Receivables at 31 December 2011 |
Receivables at 31 December 2010 |
||||||
|---|---|---|---|---|---|---|---|
| Foreign currency, in thousands | Local currency |
Euro | % | Local currency |
Euro | % | |
| EUR | Euro | 327,582 | 327,582 | 51% | 294,967 | 294,967 | 55% |
| USD | US dollar | 175,106 | 135,332 | 21% | 110,362 | 82,594 | 16% |
| GBP | Pound sterling | 8,540 | 10,223 | 2% | 6,089 | 7,074 | 1% |
| CHF | Swiss franc | 10,451 | 8,597 | 1% | 12,875 | 10,297 | 2% |
| CNY | Chinese yuan | 692,233 | 84,845 | 13% | 536,300 | 60,791 | 12% |
| Other | Other currencies | 80,060 | 12% | 76,031 | 14% | ||
| TOTAL | 646,639 | 100% | 531,754 | 100% | |||
| Of which: | Trade receivables | 439,668 | 68% | 391,780 | 74% | ||
| Other receivables | 206,971 | 32% | 139,974 | 26% |
The sensitivity of trade receivables to changes in exchange rates is not analyzed, as more than half of these receivables are in euros.
As explained in Note 1.29 above, deferred tax assets corresponding to tax loss carryforwards, deductible temporary diff erences and tax credits are measured based on the probability of suffi cient taxable earnings being generated to permit their utilization. Given the prevailing economic environment, new estimates were made at the year-end based on a prudent assessment of probable future earnings in the short to medium term.
Recognized deferred taxes relate to the following items:
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Property, plant and equipment | (15,153) | (23,301) |
| Post-employment benefi t obligations | 19,694 | 20,864 |
| Provisions | 14,289 | 17,600 |
| Hedging instruments | 3,870 | 598 |
| Tax loss carryforwards and tax credits | 81 612 | 80,606 |
| Other | (23,272) | (14,729) |
| Impairment of deferred tax assets | (74 661) | (64,418) |
| TOTAL | 6,379 | 17,220 |
| Of which: | ||
| Deferred tax assets | 58,473 | 70,682 |
| Deferred tax liabilities | 52,094 | 53,462 |
Unrecognized deferred tax assets on tax loss carryforwards amounted to €59,403 thousand at 31 December 2011 versus €41,069 thousand at 31 December 2010, as follows:
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Evergreen tax loss carryforwards | 52,835 | 30,788 |
| Tax loss carryforwards available for more than 5 years | 3,250 | 6,433 |
| Tax loss carryforwards available for up to 5 years | 720 | 633 |
| Tax loss carryforwards available for up to 4 years | – | 1,985 |
| Tax loss carryforwards available for up to 3 years | 1,557 | 1,230 |
| Tax loss carryforwards available for less than 3 years | 1,041 | – |
| TOTAL | 59,403 | 41,069 |
The year-on-year change was mainly due to increases in unrecognized deferred tax assets in France, utilizations of unrecognized tax loss carryforwards in the United States and the United Kingdom, and the recognition of previously unrecognized deferred tax assets in Brazil and other countries.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Cash at bank and in hand | 162,966 | 167,527 |
| Short-term deposits | 41,570 | 25,778 |
| TOTAL | 204,536 | 193,305 |
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Cash and cash equivalents of joint ventures | 38,886 | 39,195 |
| Cash and cash equivalents of the Group's captive reinsurance company | 37,697 | 17,389 |
| Cash and cash equivalents in regions with exchange controls on remittances and transfers | 7,528 | 10,620 |
| Unrestricted cash and cash equivalents | 120,425 | 126,101 |
| TOTAL | 204,536 | 193,305 |
The above amounts are presented in the balance sheet as current assets as they are not subject to any general restrictions.
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Cash and cash equivalents | 204,536 | 193,305 |
| Short term bank loans and overdrafts (-) | (44,335) | (30,672) |
| NET CASH AND CASH EQUIVALENTS AT END OF YEAR AS RECORDED IN THE STATEMENT OF CASH FLOWS |
160,201 | 162,633 |
5.1.13.1 Acquisitions of shares in subsidiaries and associates
Acquisitions of subsidiaries and associates amounted to €31,563 thousand in 2011 compared with €301,162 thousand in 2010.
Further details of the transactions listed below are provided in note 2 "Signifi cant events of the year".
Acquisitions for the year correspond to:
The acquisition of Plastal Poland assets for €11,169 thousand.
The acquisition of 70% of the capital of RMS Rotherm Maschinenbau GmbH for €6,000 thousand (the cash acquired in the acquisition amounted to €834 thousand).
In 2011, the Group sold its South African subsidiary Plastic Omnium Urban Systems Pty (Environment Division) for €1,831 thousand.
| 5.2.1. Share capital | ||
|---|---|---|
| (in euros) | 2011 | 2010 |
| Share capital at 1 January | 8,822,300 | 8,822,300 |
| Shares issued during the year | – | – |
| Capital increase following the three-for-one stock-split | 176,446 | – |
| Capital reduction during the year | (59,500) | – |
| Share capital at 31 December (ordinary shares with a par value of €0.17 at 31 December 2011 vs. | ||
| €0.5 at 31 December 2010*) | 8,939,245 | 8,822,300 |
| Treasury stock | 777,561 | 739,793 |
| TOTAL NET OF TREASURY STOCK | 8,161,684 | 8,082,507 |
* See the footnote to the Consolidated Statement of Changes in Equity concerning the three-for-one stock split. The fi gure corresponds to reserves capitalized to cover the capital increase resulting from the reduction in the shares' par value that led to the creation of rights to fractions of shares.
Shares registered in the name of the same holder for at least two years carry double voting rights.
At 31 December 2011, Compagnie Plastic Omnium held 4,573,891 shares in treasury, representing 8.70% of the share capital, compared with 4,438,755 shares (on a like-for-like basis, as opposed to 1,479,585 shares before the 10 May 2011 three-for-one stock split), representing 8.39% of the share capital at 31 December 2010.
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Dividends on ordinary shares | 24,703 | 12,351 |
| Dividends on treasury stock (unpaid) | (2,158) | (1,095) |
| NET DIVIDENDS VOTED BY SHAREHOLDERS AND PAID DURING THE YEAR | 22,545 | 11,256 |
| Dividend per share (in €) | 0.47 | 0.70 |
The 2010 dividend voted by shareholders was €1.40 per share, corresponding to the amount recommended when the 2010 fi nancial statements were approved. The number of shares carrying rights to this dividend was the number of shares outstanding before the three-for-one stock split. As a result of the split, the dividend per share was reduced from €1.40 to €0.47.
The recommended dividend for 2011 amounts to €0.69 per share, representing a total payout of €36,283 thousand based on the 52,583,797 shares outstanding at 31 December 2011.
At the Annual Meeting of 28 April 2011, Compagnie Plastic Omnium's shareholders voted to carry out a three-for-one stock-split by reducing the shares' par value from €0.50 to €0.17, eff ective 10 May 2011. As all of the stock options outstanding at 31 December 2011 were granted prior to the stock-split, the number of options held by each grantee was multiplied by three and the option exercise price was divided by three.
| Grant date | Options exercisable for | Grantees | Vesting conditions | Maximum number of options available under the plan |
Maximum number of options available under the plan as adjusted for the stock-split |
|---|---|---|---|---|---|
| 11 March 2005* | Existing shares | 54 | Employment contract in force on | 237,000 | 711,000 |
| 25 April 2006 | Existing shares | 11 | the option exercise date, except in | 267,000 | 801,000 |
| 24 July 2007 | Existing shares | 65 | the case of transfer by the | 330,000 | 990,000 |
| 22 July 2008 | Existing shares | 39 | employer, early retirement or | 350,000 | 1,050,000 |
| 1 st April 2010 |
Existing shares | 124 | retirement | 375,000 | 1,125,000 |
* The 11 March 2005 plan, under which 118,500 options were originally granted at an exercise price of €42.30, was impacted by a previous two-for-one stock split decided on 17 May 2005, which reduced the share's par value to €0.50 from €1.00. As from that date, the number of options was doubled, from 118,500 to 237,000 and the exercise price was halved, to €21.15 from €42.30.
Outstanding options at 31 December and compensation cost recognized during the period
The vesting period for each plan is four years.
| Outstanding options | Options | Increases | Decreases | Options outstanding at 31 December 2011 |
|||
|---|---|---|---|---|---|---|---|
| In euros In units for the number of options |
outstan ding at 1 January 2011 |
Options granted during the period |
Options forfeited during the period |
Options that expired during the period |
Options exercised during the period |
Total | of which, options exercisable as of 31 Dec. 2011 |
| 11 March 2005 plan | |||||||
| Number of options granted * | 298,158 | (265,158) | 33,000 | ||||
| Share price at the grant date (€) | 7.05 | 7.05 | |||||
| Option exercise price (€) | 7.05 | 7.05 | |||||
| Life | 7 years | 7 years | |||||
| Unrecognized cost at period-end | – | – | |||||
| Cost recognized during the period | – | – | |||||
| Remaining life | 1 year | – |
* 11 March 2005 plan: the number of options at 1 January 2011 – i.e. 99,386 before the stock-split – was multiplied by three after the split.
| Outstanding options | Increases | Decreases | Options outstanding at 31 December 2011 |
||||
|---|---|---|---|---|---|---|---|
| In euros In units for the number of options |
Options outstan ding at 1 January 2011 |
Options granted during the period |
Options forfeited during the period |
Options that expired during the period |
Options exercised during the period |
Total | of which, options exercisable as of 31 Dec. 2011 |
| 25 April 2006 plan | |||||||
| Number of options granted * | 741,000 | (122,000) | 619,000 | ||||
| Share price at the grant date (€) | 11.75 | 11.75 | |||||
| Option exercise price (€) | 11.63 | 11.63 | |||||
| Life | 7 years | 7 years | |||||
| Unrecognized cost at period-end | – | – | |||||
| Cost recognized during the period | – | – | |||||
| Remaining life | 2 years | 1 year | |||||
| * 25 April 2006 plan: the number of options at 1 January 2011 – i.e. 247,000 before the stock-split – was multiplied by three after the split. | |||||||
| 24 July 2007 plan | |||||||
| Number of options granted * | 894,000 | (6,000) | (39,680) | 848,320 | |||
| Share price at the grant date (€) | 13.10 | 13.10 | |||||
| Option exercise price (€) | 13.12 | 13.12 | |||||
| Life | 7 years | 7 years | |||||
| Unrecognized cost at period-end | 641,487 | – | |||||
| Cost recognized during the period | – | 641,487 | |||||
| Remaining life | 3 years | 2 years | |||||
| * 24 July 2007 plan: the number of options at 1 January 2011 – i.e. 298,000 before the stock-split – was multiplied by three after the split. | |||||||
| 22 July 2008 plan | |||||||
| Number of options granted* | 1,022,400 | (36,000) | (8,400) | 978,000 | |||
| Share price at the grant date (€) | 5.98 | 5.98 | |||||
| Option exercise price (€) | 8.84 | 8.84 | |||||
| Life | 7 years | 7 years | None | ||||
| Unrecognized cost at period-end | 588,282 | 369,575 | |||||
| Cost recognized during the period | 218,707 | ||||||
| Remaining life | 4 years | 3 years | |||||
| * 22 July 2008 plan: the number of options at 1 January 2011 – i.e. 340,800 before the stock-split – was multiplied by three after the split. | |||||||
| 1 April 2010 plan | |||||||
| Number of options granted * | 1,114,500 | (15,000) | (6,000) | 1,093,500 | |||
| Share price at the grant date (€) | 9.60 | 9.60 | |||||
| Option exercise price (€) | 8.53 | 8.53 | |||||
| Life | 7 years | 7 years | None | ||||
| Unrecognized cost at period-end | 3,831,716 | 2,651,483 | |||||
| Cost recognized during the period | 1,180,233 | ||||||
| 6.5 years | 5.5 years |
At 31 December 2011, 325,365 shares were held to cover these plans but had not yet been allocated.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Revenue grants | – | – |
| Investment grants | 14,692 | 11,658 |
| Total government grants recognized in non-current liabilities | 14,692 | 11,658 |
| Short-term government grants | 277 | 277 |
| Total government grants recognized in current liabilities | 277 | 277 |
| TOTAL | 14,969 | 11,935 |
| (in thousands of euros) | 31 December 2010 |
Charges | Utilizations | Releases of surplus provisions |
Reclas sifi ca tions |
Actuarial gains and losses |
Changes in scope of consolidation |
Translation adjustment |
31 December 2011 |
|---|---|---|---|---|---|---|---|---|---|
| Customer warranties | 18,043 | 11,511 | (5,918) | (9,898) | 6,988 | 123 | (178) | 20,671 | |
| Reorganization plans | 4,355 | 7,690 | (3,052) | (149) | (71) | (38) | 8,735 | ||
| Taxes and tax risks | 3,875 | 445 | (203) | (2,000) | 0 | (68) | 2,049 | ||
| Contract risks | 4,780 | 2,427 | (1,751) | (2,939) | 1,873 | 0 | 4,390 | ||
| Claims and litigation* | 24,834 | 1,793 | (19,178) | (211) | (278) | (96) | 6,864 | ||
| Other | 18,950 | 9,333 | (4,022) | (2,911) | (8,900) | (403) | 578 | 12,625 | |
| Provisions for liabilities and charges |
74,836 | 33,199 | (34,124) | (18,108) | (387) | - | (280) | 198 | 55,334 |
| Provisions for pensions and other post-employment |
|||||||||
| benefi ts | 47,074 | 5,372 | (3,478) | – | (837) | 13,520 | 267 | 771 | 62,689 |
| TOTAL | 121,910 | 38,571 | (37,602) | (18,108) | (1,224) | 13,520 | (13) | 969 | 118,023 |
| 31 December | Releases of surplus |
Reclas sifi - |
Actuarial gains and |
Changes in scope of |
Translation | 31 December | |||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 2009 | Charges | Utilizations | provisions | cations | losses | consolidation | adjustment | 2010 |
| Customer warranties | 5,265 | 11,882 | (3,098) | (807) | 3,103 | 1,559 | 138 | 18,043 | |
| Reorganization plans | 23,160 | 845 | (17,235) | (2,753) | 247 | 91 | 4,355 | ||
| Taxes and tax risks | 467 | 2,355 | (62) | (2) | 1,025 | 92 | 3,875 | ||
| Contract risks | 4,782 | 383 | (1,500) | (102) | 1,217 | 4,780 | |||
| Extension to container fl eet | 389 | (389) | - | ||||||
| Claims and litigation* | 1,529 | 19,648 | (485) | (84) | 3,994 | 85 | 147 | 24,834 | |
| Other | 13,220 | 12,336 | (1,734) | (3,040) | (3,182) | 1,170 | 180 | 18,950 | |
| Provisions for liabilities | |||||||||
| and charges | 48,812 | 47,449 | (24,503) | (6,788) | 3,915 | - | 5,303 | 648 | 74,836 |
| Provisions for pensions and other post-employment |
|||||||||
| benefi ts | 33,121 | 5,380 | (3,156) | (1,455) | 11,941 | 1,242 | 47,074 | ||
| TOTAL | 81,933 | 52,829 | (27,659) | (6,788) | 3,915 | (1,455) | 17,244 | 1,890 | 121,910 |
* Including €18.7 million at 31 December 2010 corresponding to the fi ne levied on Signature SA and Sodilor under a competition ruling. The fi ne was paid in fi rst-half 2011 and the provision was reversed, with no impact on 2011 profi t. Signature SA and Sodilor have appealed the ruling before the Paris Court of Appeal.
a - Actuarial assumptions
The main actuarial assumptions used to measure post-employment and other long-term benefi t obligations are as follows:
• Retirement age of employees of Group companies in France:
Retirement by managers and non-managers at the age when they become entitled to the full state pension following the 2010 pensions reform. Under this reform, the retirement age will gradually be raised from 60 to 62, and the age at which retirees will be entitled to a full pension (provided that they have paid into the scheme for the required period) will be raised from 65 to 67.
Discount rates are determined by reference to market yields on high quality corporate bonds with terms that are consistent with the duration of the benefi t obligations. The reference rates used at 31 December 2011 were as follows (unchanged from end-2010):
2.5% for post-employment benefi t plans in Switzerland (3% in 2010).
Infl ation rate:
These rates are based on long-term market forecasts and take account of each plan's asset allocation.
Note : For other foreign subsidiaries, rate diff erentials are determined based on local conditions.
The amounts reported in the balance sheet for defi ned benefi t plans are as follows:
| Post-employment benefi t plans |
Other long-term benefi t plans |
Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 |
| Projected benefi t obligation at 1 January | 81,363 | 51,857 | 45,282 | 7,619 | 6,424 | 6,244 | 88,982 | 58,281 | 51,526 |
| Service cost | 6,118 | 5,545 | 2,264 | 330 | 668 | 227 | 6,448 | 6,213 | 2,491 |
| Interest cost | 3,426 | 3,269 | 2,447 | 226 | 161 | 246 | 3,652 | 3,430 | 2,693 |
| Curtailments, settlements and other | (1,153) | (377) | (500) | (293) | (85) | – | (1,446) | (462) | (500) |
| Actuarial gains and losses | 8,859 | 770 | 80 | (591) | 9 | (11) | 8,268 | 779 | 69 |
| Of which experience adjustments | 1,406 | 1,773 | (2,525) | – | – | (7) | 1,406 | 1,773 | (2,532) |
| Benefi ts paid from plan assets | (97) | 372 | (131) | – | – | – | (97) | 372 | (131) |
| Benefi ts paid by the company | (2,261) | (2,151) | (513) | (95) | (454) | (277) | (2,356) | (2,605) | (790) |
| Changes in scope of consolidation | 267 | 16,688 | (105) | – | 852 | – | 267 | 17,540 | (105) |
| Internal transfer | – | – | 3,213 | – | – | – | – | – | 3,213 |
| Reclassifi cation as "Discontinued operations" | (971) | – | – | 134 | – | – | (837) | – | – |
| Translation adjustment | 1,966 | 5,390 | (180) | 14 | 44 | (5) | 1,980 | 5,434 | (185) |
| Projected benefi t obligation at 31 December | 97,517 | 81,363 | 51,857 | 7,344 | 7,619 | 6,424 | 104,861 | 88,982 | 58,281 |
| Change in projected benefi t obligation | 16,154 | 29,506 | 6,575 | (275) | 1,195 | 180 | 15,879 | 30,701 | 6,755 |
| Fair value of plan assets at 1 January | 41,908 | 25,160 | 19,625 | – | – | – | 41,908 | 25,160 | 19,625 |
| Return on plan assets | 2,150 | 1,359 | 1,383 | – | – | – | 2,150 | 1,359 | 1,383 |
| Employer contributions | 3,680 | 2,993 | 1,961 | – | – | – | 3,680 | 2,993 | 1,961 |
| Employee contributions | – | – | 468 | – | – | – | – | – | 468 |
| Actuarial gains and losses | (4,662) | 2,234 | (1,306) | – | – | – | (4,662) | 2,234 | (1,306) |
| Of which experience adjustments | (4,662) | 2,234 | (1,306) | – | – | – | (4,662) | 2,234 | (1,306) |
| Benefi t payments funded by plan assets | (97) | 372 | (131) | – | – | – | (97) | 372 | (131) |
| Curtailments, settlements and other | (2,016) | – | – | – | – | – | (2,016) | – | – |
| Changes in scope of consolidation | – | 5,599 | – | – | – | – | – | 5,599 | – |
| Internal transfer | – | – | 3,213 | – | – | – | – | – | 3,213 |
| Translation adjustment | 1,209 | 4,191 | (53) | – | – | – | 1,209 | 4,191 | (53) |
| Fair value of plan assets at 31 December | 42,172 | 41,908 | 25,160 | – | – | – | 42,172 | 41,908 | 25,160 |
| Change in fair value of plan assets | 264 | 16,748 | 5,535 | – | – | – | 264 | 16,748 | 5,535 |
| Excess of projected benefi t obligation over plan assets = | |||||||||
| provision recorded in the balance sheet | 55,345 | 39,455 | 26,697 | 7,344 | 7,619 | 6,424 | 62,689 | 47,074 | 33,121 |
| • of which France | 26,340 | 21,706 | 16,896 | 3,216 | 3,223 | 2,462 | 29,556 | 24,929 | 19,358 |
| • of which United States | 17,499 | 8,930 | 5,467 | 429 | 652 | 293 | 17,928 | 9,582 | 5,760 |
| • of which other regions | 11,506 | 8,819 | 4,334 | 3,699 | 3,744 | 3,669 | 15,205 | 12,563 | 8,003 |
The present value of partially funded obligations was €28,447 thousand at 31 December 2011, including €10,519 thousand for French plans and €17,928 thousand for US plans. At 31 December 2010, the present value of partially funded obligations was €18,537 thousand, of which €8,955 thousand for French plans and €9,582 thousand for US plans.
Post-employment benefi t obligations include:
• France:
A 25-bps increase in the discount rate would:
– reduce the obligation by 2.39%.
A 25-bps decrease in the discount rate would:
– increase the obligation by 2.51%.
• United States:
A 25-bps increase in the discount rate would:
A 25-bps increase in the discount rate would:
Other long-term benefi ts correspond mainly to jubilees paid to longserving employees in France and Germany.
Changes in net balance sheet amounts for defi ned benefi t plans are as follows:
| Post-employment benefi t plans |
Other long-term benefi t plans |
Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | 2011 | 2010 | 2009 | |
| Net position at 1 January | 39,455 | 26,697 | 25,657 | 7,619 | 6,424 | 6,244 | 47,074 | 33,121 | 31,901 | |
| Expense/(income) for the period | ||||||||||
| • Service cost | 6,118 | 5,545 | 2,264 | 330 | 668 | 227 | 6,448 | 6,213 | 2,491 | |
| • Interest cost | 3,426 | 3,269 | 2,447 | 226 | 161 | 246 | 3,652 | 3,430 | 2,693 | |
| • Expected return on plan assets | (2,150) | (1,359) | (1,383) | – | – | – | (2,150) | (1,359) | (1,383) | |
| • Curtailments, settlements and other | 863 | (377) | (500) | (883) | (85) | (20) | (462) | (500) | ||
| Benefi ts paid by the company | (2,261) | (2,151) | (513) | (95) | (454) | (277) | (2,356) | (2,605) | (790) | |
| Employer contributions | (3,680) | (2,993) | (1,961) | – | – | – | (3,680) | (2,993) | (1,961) | |
| Employee contributions | – | – | (468) | – | – | – | – | – | (468) | |
| Changes in scope of consolidation | 267 | 11,089 | (105) | – | 852 | – | 267 | 11,941 | (105) | |
| Actuarial gains and losses | 13,520 | (1,464) | 1,386 | – | 9 | (11) | 13,520 | (1,455) | 1,375 | |
| Reclassifi ed as "Discontinued operations" | (971) | – | – | 134 | – | – | (837) | – | – | |
| Translation adjustment | 758 | 1,199 | (127) | 13 | 44 | (5) | 771 | 1,243 | (132) | |
| Net position at 31 December | 55,345 | 39,455 | 26,697 | 7,344 | 7,619 | 6,424 | 62,689 | 47,074 | 33,121 |
The following table shows the impact of a 1-point change in the healthcare cost trend rate in the United States:
| 31 December 2011 | 31 December 2010 | |||
|---|---|---|---|---|
| (in thousands of euros) | Increase | Decrease | Increase | Decrease |
| Eff ect on service cost and interest cost | 34 | (28) | 19 | (16) |
| Eff ect on provisions for post-employment benefi t obligations | 187 | (299) | 283 | (235) |
At 31 December 2011, the plan assets of funded or partially funded defi ned benefi t plans – mainly in the United States and Switzerland – broke down as follows by investment category:
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Equities | 17,483 | 18,523 |
| Bonds | 15,147 | 15,345 |
| Real estate | 6,211 | 6,023 |
| Other | 3,330 | 2,019 |
| TOTAL | 42,171 | 41,910 |
a - Reconciliation of gross and net debt
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 defi ned as:
• Less cash and cash equivalents
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| (in thousands of euros) | Total | Short-term | Long-term | Total | Short-term | Long-term |
| Finance lease liabilities | 27,088 | 7,170 | 19,918 | 29,406 | 6,789 | 22,617 |
| Bank borrowings | 708,780 | 164,301 | 544,479 | 784,506 | 83,977 | 700,529 |
| Other short-term debt | 11,363 | 11,363 | 7,147 | 7,147 | ||
| Hedging instruments - liabilities | 11,937 | 11,937 | 5,362 | 5,362 | ||
| Total borrowings (B) | 759,168 | 194,771 | 564,397 | 826,420 | 103,275 | 723,145 |
| Long-term fi nancial receivables | (24,600) | (24,600) | (20,662) | (20,662) | ||
| Finance receivables | (97,332) | (39,066) | (58,266) | (97,811) | (51,034) | (46,777) |
| Other short-term fi nancial receivables | (5,714) | (5,714) | (4,098) | (4,098) | ||
| Hedging instruments - assets | (2) | (2) | (3,385) | (3,385) | ||
| Total fi nancial receivables (C) | (127,648) | (44,782) | (82,866) | (125,956) | (58,517) | (67,439) |
| Gross debt (D) = (B) + (C) | 631,520 | 149,989 | 481,531 | 700,464 | 44,758 | 655,706 |
| Net cash and cash equivalents at end of year as recorded in the statement of cash fl ows (A) * |
(160,201) | (160,201) | (162,633) | (162,633) | ||
| NET DEBT (E) = (D) + (A) | 471,319 | (10,212) | 481,531 | 537,831 | (117,875) | 655,706 |
* See note 5.1.12.b on "Net cash and cash equivalents".
At 31 December 2011, the Group had access to several confi rmed bank lines of credit with an average maturity of more than three years. The facility amounts, which are greater than the Group's fi nancing needs, stood at a total of €1,255 million at 31 December 2011 versus €1,257 million at 31 December 2010.
| As a % of total debt | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Euro | 86% | 93% |
| US dollars | 9% | 6% |
| Pound sterling | 0% | 0% |
| Other currencies | 5% | 1% |
| TOTAL | 100% | 100% |
| As a % of total debt | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Hedged variable rates | 74% | 68% |
| Unhedged variable rates | 14% | 17% |
| Fixed rates | 12% | 15% |
| TOTAL | 100% | 100% |
Interest rate hedges used in 2011 included swaps and caps. Their purpose is to hedge variable rate debt – representing the bulk of the Group's borrowings – against increases in the Euribor.
At 31 December 2011, all interest rate derivatives in the portfolio qualifi ed as cash fl ow hedges under IAS 39 and were therefore accounted for as follows:
• 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).
| 31 December 2011 | 31 December 2010 | |||||
|---|---|---|---|---|---|---|
| Recorded | Recorded | |||||
| Fair value of hedging | Recorded | in | Fair value of hedging | Recorded | in | |
| (in thousands of euros) | instruments | in assets | liabilities | instruments | in assets | liabilities |
| Interest rate derivatives (fair value) | (11,935) | 2 | (11,937) | 558 | 3,386 | (2,828) |
| Outstanding premium | – | – | (1,520) | – | – | (2,535) |
| TOTAL FAIR VALUE AND | ||||||
| OUTSTANDING PREMIUMS | 2 | (13,457) | 3,386 | (5,363) | ||
| 31 December 2011 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) |
Fair value | Recorded in assets |
Recorded in liabilities |
Eff ective portion included in other comprehensive income |
Hedged notional |
Maturity | Reference interest rate |
Outstanding premium* |
||
| Caps | 2 | 2 | – | 260,000 | June-13 | 3-month Euribor |
(1,520) | |||
| Swaps | (11,937) | (11,937) | (11,937) | 310,000 | Aug-15 | 1-month Euribor |
N/A | |||
| TOTAL | (11,935) | 2 | (11,937) | (11,937) | 570,000 | (1,520) |
| 31 December 2010 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) |
Fair value | Recorded in assets |
Recorded in liabilities |
Eff ective portion included in other comprehensive income |
Hedged notional |
Maturity | Reference interest rate |
Outstanding premium* |
||
| Caps | 222 | 222 | – | 260,000 | June-13 | 3-month Euribor |
(2,535) | |||
| Swaps | 336 | 2,750 | (2,414) | 336 | 310,000 | Aug-15 | 1-month Euribor |
N/A | ||
| TOTAL | 558 | 2,972 | (2,414) | 336 | 570,000 | (2,535) |
* Premiums on caps are paid over the life of the instrument. Premiums not yet paid at 31 December 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 2010 |
Change in fair value of derivatives |
Fair value adjustments reclassifi ed to the income statement |
Balance before tax recorded in "Other comprehensive income" at 31 December 2011 |
|---|---|---|---|---|
| Eff ective portion of gains and losses on derivatives in the portfolio |
336 | (12,273) | (11,937) | |
| Eff ect of August 2010 restructuring of the derivatives portfolio* |
1,675 | 1,675 | ||
| TOTAL | 336 | (12,273) | 1,675 | (10,262) |
* The Group restructured its derivatives portfolio at 31 August 2010 to modify the types of instruments used and extend their remaining life. The restructuring did not lead to any cash flows with the banking counterparties, as the fair value of the new portfolio was the same as that of the previous one, i.e. a negative €7.7 million.
Cumulative gains and losses as of 31 August 2010 on the old portfolio are being reclassified to the income statement over the remaining duration of the hedged cash flows, which expire between March 2012 and August 2015.
The initial fair value of the new portfolio will be reclassified to the income statement in the period when the hedged cash flows (i.e. interest payments) affect profit, which ends in August 2015.
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Eff ective portion of gains and losses on derivatives in the portfolio | ||
| (hedges of accrued interest for the period) | (5,293) | (4,370) |
| Reclassifi cation to the income statement of accumulated gains and losses | ||
| following restructuring of the derivatives portfolio in August 2010 | (1,675) | |
| Time value of caps | (220) | 750 |
| TOTAL | (7,188) | (3,620) |
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 off set 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 fi nancial income and expense".
| 31 December 2011 | 31 December 2010 | ||||||
|---|---|---|---|---|---|---|---|
| Fair value in € millions |
Notional amount in millions of currency units |
Average forward exchange rate |
Exchange rate at 31 December 2011 |
Notional amount in millions of currency units |
Average forward exchange rate |
Exchange rate at 31 December 2010 |
|
| Net sell position (net buy position) | |||||||
| USD – Forward exchange contract | – 0.03 | (0.5) | 1.3852 | 1.2939 | 1.5 | 1.33 | 1.3362 |
| GBP – Forward exchange contract | – 0.22 | 11.5 | 0.8533 | 0.8353 | 4.2 | 0.85 | 0.86075 |
| USD – Currency swap | – 0.02 | 27.4 | 1.2926 | 1.2939 | – 8.7 | 1.32 | 1.3362 |
| USD – Currency swap | + 0.04 | 10.8 | 0.8382 | 0.8353 | 2.2 | 0.86 | 0.86075 |
| MYR – Non-deliverable forward contract | – 0.04 | 7.9 | 4.2026 | 4.1055 | – | – | – |
| TOTAL | – 0.27 |
All currency derivatives held in the portfolio at 31 December 2011 and 31 December 2010 had maturities of less than one year.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Trade payables | 615,744 | 517,127 |
| Due to suppliers of fi xed assets | 27,661 | 11,712 |
| TOTAL | 643,405 | 528,839 |
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Accrued employee benefi ts expense | 102,840 | 96,914 |
| Accrued income taxes | 41,065 | 20,282 |
| Other accrued taxes | 20,672 | 13,148 |
| Other payables | 151,361 | 128,603 |
| Customer prepayments | 119,866 | 112,053 |
| TOTAL | 435,804 | 371,000 |
| Liabilities at 31 December 2011 |
Liabilities at 31 December 2010 |
||||||
|---|---|---|---|---|---|---|---|
| Foreign currency, in thousands | Local currency | Euro | % | Local currency | Euro | % | |
| EUR | Euro | 607,688 | 607,688 | 56% | 524,113 | 524,113 | 58% |
| USD | US dollar | 272,006 | 210,222 | 20% | 192,511 | 144,073 | 16% |
| GBP | Pound sterling | 27,227 | 32,596 | 3% | 25,709 | 29,868 | 3% |
| BRL | Brazilian real | 64,961 | 26,889 | 2% | 46,150 | 20,810 | 2% |
| CNY | Chinese yuan | 719,223 | 88,153 | 8% | 589,050 | 66,771 | 8% |
| Other | Other currencies | 113,661 | 11% | 114,204 | 13% | ||
| TOTAL | 1,079,209 | 100% | 899,839 | 100% | |||
| Of which: | Trade payables | 643,405 | 60% | 528,839 | 59% | ||
| Other operating liabilities | 435,804 | 40% | 371,000 | 41% |
The sensitivity of trade payables to changes in exchange rates is not analyzed, as more than half of these payables are in euros.
Compagnie Plastic Omnium has set up a global cash management system organized around its subsidiary Plastic Omnium Finance, which manages currency, interest rate and liquidity 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 senior management and the Chairman and Chief Executive Offi cer.
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 – 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 31 December 2011 and 31 December 2010, the gearing ratio stood at:
| (in thousands of euros) | 31 December 2011 |
31 December 2010 |
|---|---|---|
| Net debt | 471,319 | 537,831 |
| Equity and quasi-equity (including government grants) |
739,320 | 618,338 |
| GEARING RATIO | 63,75% | 86,98% |
None of the Group's bank loans or fi nancial liabilities contain acceleration clauses based on compliance with fi nancial ratios.
A liquidity contract has been set up to support the capital management strategy. At 31 December 2011, 46,003 Compagnie Plastic Omnium shares and €285,582.35 in cash were held in the liquidity account, compared with 3,485 shares and €857,735.74 in cash at the previous year-end.
The Group is exposed to the risk of fl uctuations in the price of polyethylene and polypropylene, ethylene byproducts that are used in injection-molding and blow-molding of plastic parts. This risk arises when supply contracts contain price indexation clauses, which is not always the case with customer sale contracts. The Group hedges a portion of its commodities purchases.
The benchmark indices for polyethylene and polypropylene are C2 and C3.
Some 227,796 tonnes of ethylene byproducts were purchased in 2011 versus 205,121 tonnes in 2010.
All other variables remaining constant, a 10% increase in the C2 and C3 benchmark indices in 2011 would have had a negative impact of around €19.4 million, before any impact of passing on the rise to customers, compared with a negative impact of €14.8 million in 2010.
Conversely, a 10% decrease would have had a positive impact of the same amount in 2011 and 2010.
At 31 December 2011, 10.93% of trade receivables were between one month and one year past due, compared with 10.84% at the previous yearend. The ageing analysis of trade receivables is presented below.
Net receivables by age:
| 31 December 2011 (in thousands of euros) |
Total recei vables |
Not yet due |
Due and past-due |
0-1 month | 1 - 2 months |
2 - 4 months |
4 - 6 months |
6 - 12 months |
More than 12 months |
|---|---|---|---|---|---|---|---|---|---|
| Automotive | 360,035 | 334,886 | 25,149 | 15,558 | 3,731 | 1,805 | 1,697 | 1,844 | 514 |
| Environment | 76,013 | 53,120 | 22,893 | 7,934 | 2,303 | 2,701 | 2,357 | 2,534 | 5,064 |
| Unallocated | 3,620 | 3,603 | 17 | 17 | |||||
| TOTAL | 439,668 | 391,609 | 48,059 | 23,492 | 6,034 | 4,506 | 4,054 | 4,378 | 5,595 |
| 31 December 2010 (in thousands of euros) |
Total recei vables |
Not yet due |
Due and past-due |
0-1 month | 1 - 2 months |
2 - 4 months |
4 - 6 months |
6 - 12 months |
More than 12 months |
|---|---|---|---|---|---|---|---|---|---|
| Automotive | 288,372 | 271,029 | 17,343 | 9,190 | 1,539 | 3,503 | 1,132 | 299 | 1,680 |
| Environment | 84,065 | 59,231 | 24,834 | 7,948 | 2,606 | 2,766 | 2,608 | 3,463 | 5,443 |
| Unallocated | 19,343 | 19,051 | 292 | 292 | |||||
| TOTAL | 391,780 | 349,311 | 42,469 | 17,430 | 4,145 | 6,269 | 3,740 | 3,762 | 7,123 |
The risk of non-recovery is low and involves only a non-material amount of receivables more than twelve months past due.
The Group needs to have access, at all times, to adequate fi nancial resources not only to fi nance operations and the investments required to support its growth, but also to withstand the eff ects of any exceptional developments.
This need is met primarily through medium-term bank lines of credit, but also through short-term bank facilities.
The cash position of each division and the Group position are reviewed on a daily basis and a cash report is submitted to the Chairman and Chief Executive Offi cer every week.
| 31 December 2011 | 31 December 2010 | |||
|---|---|---|---|---|
| (in thousands of euros) | Value before discounting * |
Carrying amount |
Value before discounting * |
Carrying amount |
| Due within one year (see note 5.1.9 on fi nance receivables classifi ed in current assets) |
– | – | – | – |
| Due in one to fi ve years (see note 5.1.7) | 68,035 | 62,982 | 56,942 | 51,337 |
| Other receivables | 7,771 | 6,037 | 7,784 | 6,035 |
| Environment fi nance lease receivables | 7,752 | 5,948 | 7,966 | 6,892 |
| Automotive fi nance receivables | 52,512 | 50,997 | 41,192 | 38,410 |
| Due beyond fi ve years (see note 5.1.7) | 1,680 | 1,332 | 2,188 | 1,475 |
| Other receivables | 11 | 11 | – | – |
| Environment fi nance lease receivables | 1,669 | 1,321 | 2,188 | 1,475 |
| Automotive fi nance receivables | – | – | – | – |
| TOTAL | 69,715 | 64,314 | 59,130 | 52,812 |
* In the 2010 Financial Report, the value of fi nance receivables before discounting in the above table was presented based on gross amounts. Starting in 2011, the value before discounting is based on net amounts, to permit reconciliations to the information disclosed in note 6.4.3 on fi nancial assets and liabilities.
The table below shows the carrying amounts of fi nancial assets and liabilities.
The diff erence between the carrying amount and fair value of items measured at amortized cost was not material at 31 December 2011 for the following reasons:
Bank borrowings and overdraft facilities: 88% of the Group's fi nancing was at variable rates of interest in 2011 compared with 85% in 2010.
| 31 December 2011 |
31 December 2010 |
||
|---|---|---|---|
| (in thousands of euros) | IAS 39 category | Carrying amount |
Carrying amount |
| FINANCIAL ASSETS | |||
| Available-for-sale fi nancial assets | At fair value through equity | 1,952 | 1,444 |
| Other fi nancial assets | At amortized cost | 81,538 | 66,591 |
| Finance receivables | At amortized cost | 39,066 | 51,034 |
| Trade receivables | Loans and receivables at amortized cost | 439,668 | 391,780 |
| Other short-term fi nancial receivables | Loans and receivables at amortized cost | 5,714 | 4,098 |
| Hedging instruments | Cash fl ow hedges at fair value through equity | 2 | 3,385 |
| Cash and cash equivalents | Financial assets at fair value through profi t or loss | 204,536 | 193,305 |
| Assets held for sale | Lower of carrying amount and estimated sale price | 19,435 | – |
| FINANCIAL LIABILITIES | |||
| Long-term borrowings | At amortized cost | 564,397 | 723,145 |
| Bank overdrafts | At amortized cost | 44,335 | 30,672 |
| Short-term borrowings | At amortized cost | 171,471 | 90,766 |
| Other short-term debt | At amortized cost | 11,363 | 7,147 |
| Hedging instruments | Cash fl ow hedges at fair value through equity | 11,937 | 5,362 |
| Trade payables | At amortized cost | 643,405 | 528,839 |
| Liabilities related to assets held for sale | Lower of carrying amount and estimated sale price | 11,303 | – |
The analysis of liquidity risk by maturity presented below is based on undiscounted contractual cash fl ows from fi nancial assets and liabilities:
| (in thousands of euros) | 31 December 2011 | Less than 1 year | 1 to 5 years | More than 5 years |
|---|---|---|---|---|
| FINANCIAL ASSETS | ||||
| Available-for-sale fi nancial assets | 1,952 | 1,952 | – | – |
| Other fi nancial assets* | 25,005 | 17,223 | 7,771 | 11 |
| Finance receivables* | 101,927 | 39,993 | 60,265 | 1,669 |
| Trade receivables ** | 439,668 | 434,073 | 5,595 | – |
| Other short-term fi nancial receivables | 5,714 | 5,714 | – | – |
| Hedging instruments | 2 | 2 | – | – |
| Cash and cash equivalents | 204,536 | 204,536 | – | – |
| TOTAL FINANCIAL ASSETS | 778,804 | 703,493 | 73,631 | 1,680 |
| FINANCIAL LIABILITIES | ||||
| Long-term borrowings *** | 671,915 | – | 662,339 | 9,576 |
| Bank overdrafts | 44,336 | 44,336 | – | – |
| Short-term borrowings **** | 171,471 | 171,471 | – | – |
| Other short-term debt | 11,363 | 11,363 | – | – |
| Hedging instruments | 11,937 | 11,937 | – | – |
| Trade payables | 643,405 | 643,405 | – | – |
| TOTAL FINANCIAL LIABILITIES | 1 554,427 | 882,512 | 662,339 | 9,576 |
| FINANCIAL ASSETS AND FINANCIAL LIABILITIES - NET # | (775,623) | (179,019) | (588,708) | (7,896) |
* Undiscounted amounts (see notes 5.1.9 and 6.4.1).
** Trade receivables include past-due receivables of €48,059 thousand at 31 December 2011. See ageing analysis in note 6.3.
*** Long-term borrowings include the amounts reported in the balance sheet and interest payable over the remaining life of the debt.
**** The increase in short-term borrowings in 2011 is attributable to expansion of the commercial paper program.
# See note 5.2.7 b on confi rmed medium-term credit lines and drawdowns.
| (in thousands of euros) | 31 December 2010 | Less than 1 year | 1 to 5 years | More than 5 years |
|---|---|---|---|---|
| FINANCIAL ASSETS | ||||
| Available-for-sale fi nancial assets | 1,444 | – | 1,444 | – |
| Other fi nancial assets * | 21,563 | 13,779 | 7,784 | – |
| Finance receivables* | 102,729 | 51,383 | 49,158 | 2,188 |
| Trade receivables ** | 391,781 | 384,658 | 7,123 | – |
| Other short-term fi nancial receivables | 4,098 | 4,098 | – | – |
| Hedging instruments | 3,385 | 3,385 | – | – |
| Cash and cash equivalents | 193,305 | 193,305 | – | – |
| TOTAL FINANCIAL ASSETS | 718,305 | 650,608 | 65,509 | 2,188 |
| FINANCIAL LIABILITIES | ||||
| Long-term borrowings | 832,589 | – | 762,274 | 70,315 |
| Bank overdrafts | 30,672 | 30,672 | – | – |
| Short-term borrowings | 90,766 | 90,766 | – | – |
| Other short-term debt | 7,147 | 7,147 | – | – |
| Hedging instruments | 5,362 | 5,362 | – | – |
| Trade payables | 528,839 | 528,839 | – | – |
| TOTAL FINANCIAL LIABILITIES | 1,495,375 | 662,786 | 762,274 | 70,315 |
| FINANCIAL ASSETS AND FINANCIAL LIABILITIES - NET # | (777,070) | (12,178) | (696,765) | (68,127) |
* Undiscounted amounts (see notes 5.1.9 and 6.4.1).
** Trade receivables include past-due receivables of €42,469 thousand at 31 December 2010. See ageing analysis in note 6.3.
# See note 5.2.7 b on confi rmed medium-term credit lines and drawdowns.
Because Plastic Omnium's business is based mainly on local production facilities, exposure to currency risks is limited, except for intra-group billings between entities with diff erent functional currencies.
Group policy consists of hedging currency risks arising from crossborder transactions, such as purchases of property, plant and equipment. All hedging positions are taken by Group Treasury, in liaison with the operating divisions and national structures.
Interest rate risk on debt is managed by the Group with the prime objective of achieving acceptable levels of interest cover.
Financial transactions, particularly interest rate hedges, are carried out with a number of leading fi nancial institutions. A competitive bidding approach is used for all material transactions, one of the
7. Other information
selection criteria being satisfactory resource and counterparty diversifi cation.
At 31 December 2011, 87% of borrowings in euros were hedged over 1.5 and 3.5 years using non-speculative fi nancial instruments, compared with 74% of borrowings hedged over 2.5 and 4.5 years at the previous year-end.
A 100-bps rise (or fall) in interest rates on the Group's variable rate debt would have led to an increase (or decrease) in interest expense after the impact of hedging of €6 million in 2011 and €3 million in 2010.
| December 2011 | December 2010 | ||||||
|---|---|---|---|---|---|---|---|
| Number of employees | Excluding temporary staff |
Temporary staff |
Total | Excluding temporary staff |
Temporary staff |
Total | Total change |
| France | 4,919 | 714 | 5 633 | 4,774 | 770 | 5,544 | 2% |
| % | 28.8% | 26.5% | 28.5% | 30.5% | 33.9% | 30.9% | |
| Europe excluding France | 5,042 | 646 | 5 688 | 4,635 | 531 | 5,166 | 10% |
| % | 29.5% | 24.0% | 28.8% | 29.6% | 23.4 % | 28.8% | |
| North America | 2,667 | 447 | 3,114 | 2,276 | 258 | 2,534 | 23% |
| % | 15,6% | 16,6% | 15,8% | 14,5% | 11,3% | 14,1% | |
| Asia and South America * | 4,440 | 889 | 5,329 | 3,989 | 715 | 4,704 | 13% |
| % | 26.0% | 33.0% | 27.0% | 25.4% | 31.4% | 26.2% | |
| TOTAL | 17,068 | 2,696 | 19,764 | 15,674 | 2,274 | 17,948 | 10% |
| Change by employee category: : | |||||||
| Employees excluding temporary staff | 9% | 26% | |||||
| Temporary staff | 19% | 74% | |||||
| Of which, employees of joint ventures adjusted on the basis of the Group's percentage interest in the joint ventures |
1,289 | 127 | 1,416 | 1,176 | 1 | 1,177 | 20% |
* The "Asia and South America» region includes Turkey and South Africa.
| (in thousands of euros) | Total | Intangible assets | Property, plant and equipment |
Financial assets/liabilities |
Other non fi nancial current assets/liabilities |
|---|---|---|---|---|---|
| Surety bonds given | (26,727) | – | (9,955) | (12,663) | (4,109) |
| Commitments to purchase assets | (86,790) | – | (86,790) | – | – |
| Debt collateral (mortgages) | (5,805) | – | (5,805) | – | – |
| Guarantees | (8,912) | – | (737) | (8,175) | – |
| Other off -balance sheet commitments | (24,634) | – | (382) | (9,066) | (15,186) |
| Total commitments given | (152,868) | – | (103,669) | (29,904) | (19,295) |
| Surety bonds received | 1,764 | – | 858 | – | 906 |
| Other commitments received | 164 | – | 164 | – | – |
| Total commitments received | 1,928 | – | 1,022 | – | 906 |
| TOTAL COMMITMENTS – NET | (150,940) | – | (102,647) | (29,904) | (18,389) |
| (in thousands of euros) | Total | Intangible assets | Property, plant and equipment |
Financial assets/liabilities |
Other non fi nancial current assets/liabilities |
|---|---|---|---|---|---|
| Surety bonds given | (22,040) | (6) | (419) | (16,305) | (5,310) |
| Commitments to purchase assets | (9,987) | – | (9,877) | (110) | – |
| Debt collateral (mortgages) | (6,179) | – | (6,179) | – | – |
| Other off -balance sheet commitments | (9,571) | – | (106) | (6,280) | (3,185) |
| Total commitments given | (47,777) | (6) | (16,581) | (22,695) | (8,495) |
| Surety bonds received | 793 | 121 | 672 | – | – |
| Total commitments received | 793 | 121 | 672 | – | – |
| TOTAL COMMITMENTS – NET | (46,984) | 115 | (15,909) | (22,695) | (8,495) |
At the time of the Group's acquisition of 50% of Inergy in 2010, the vendors provided a 5-year warranty covering any recalls of products manufactured or sold in the period before the acquisition.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Minimum lease payments under non cancelable operating leases | ||
| Due within one year | 29,720 | 26,024 |
| Due in one to fi ve years | 73,050 | 45,069 |
| Due beyond fi ve years | 31,884 | 16,709 |
| TOTAL | 134,654 | 87,802 |
The total number of training hours accumulated but not used by the Group's employees based in France was as follows:
| Number of hours | 31 December 2011 | 31 December 2010 |
|---|---|---|
| 2004 to 2010 | 480,262 | |
| 2004 to 2011 | 491,886 | |
As explained in note 1.13, no provision is recorded for the cost of these training hours.
Senior executives and offi cers are the "persons having authority and responsibility for planning, directing and controlling the activities" of Compagnie Plastic Omnium and its subsidiaries, as defi ned in IAS 24.
No stock options were granted to any senior executives or offi cers in 2011. In 2010, a total of 120,000 options were granted to them.
The table below shows the total compensation and benefi ts paid to members of the Board of Directors and senior executives in 2011 and 2010.
| (in thousands of euros) | Paid or payable by … | 2011 | 2010 |
|---|---|---|---|
| Directors' fees | paid by Compagnie Plastic Omnium | 63 | 59 |
| Directors' fees | paid by companies controlled by Compagnie Plastic Omnium and by Burelle SA |
260 | 229 |
| Gross compensation | payable by the Plastic Omnium Group | 3,865 | 3,046 |
| Cost of supplementary pension plan | payable by the Plastic Omnium Group | 666 | 307 |
| Cost of stock option plans | payable by the Plastic Omnium Group | 718 | 872 |
| TOTAL COMPENSATION | 5,572 | 4,513 | |
7.3.2. Transactions with Sofi parc SAS, Burelle SA and Burelle Participations SA
| Direct and | Royalties and | Financial | Long and | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | indirect costs |
management fees |
income and expenses |
Current accounts |
Deposits | Trade payables |
Trade receivables |
Other receivables |
short-term debt |
| Sofi parc SAS | (794) | (4,096) | (1,412) | 7 | 981 | 125 | – | – | 40,327 |
| Burelle SA | 2 | (5,866) | (46) | 201 | – | 2,348 | – | 36 | – |
| Burelle Participations SA | – | 7 | – | – | – | – | – | – | – |
| (in thousands of euros) | Direct and indirect costs |
Royalties and management fees |
Financial income and expenses |
Current accounts |
Deposits | Trade payables |
Trade receivables |
Other receivables |
Long and short-term debt |
|---|---|---|---|---|---|---|---|---|---|
| Sofi parc SAS | (4,512) | 91 | (1,549) | 6,450 | 890 | 226 | – | – | 40,327 |
| Burelle SA | 2 | (4,264) | 3 | 237 | – | 1,944 | – | 10,435 | – |
| Burelle Participations SA | – | 7 | – | – | – | – | – | – | – |
The consolidated fi nancial statements include transactions with joint ventures carried out in the ordinary course of business on arm's length terms.
These joint ventures, which are managed jointly by Plastic Omnium and other investors, are consolidated by the Group on the following bases:
| 31 December 2011 | 31 December 2010 | |
|---|---|---|
| Plastic Recycling | 50% | 50% |
| VPO joint venture | 50% | 50% |
| Yanfeng PO joint venture | 49.95% | 49.95% |
| HBPO joint venture | 33.33% | 33.33% |
| ARC * | – | 50% |
| (in thousands of euros) | 31 December 2011 * | 31 December 2010 * |
|---|---|---|
| Revenue | 4,153 | 3,200 |
| Trade receivables | 1,845 | 1,818 |
| Trade payables | (886) | (870) |
| Dividends | 18,071 | 9,766 |
| Current accounts | 435 | 225 |
* Data are presented based on the Group's ownership interest in the joint ventures concerned.
| (in thousands of euros) | 31 December 2011 | 31 December 2010 |
|---|---|---|
| Non-current assets | 88,302 | 59,574 |
| Current assets | 184,509 | 107,144 |
| TOTAL ASSETS | 272,811 | 166,718 |
| Equity | 99,657 | 73,217 |
| Non-current liabilities | 7,309 | 5,597 |
| Current liabilities | 165,845 | 87,904 |
| TOTAL EQUITY AND LIABILITIES | 272,811 | 166,718 |
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Revenue | 482,092 | 420,800 |
| Cost of sales | (439,477) | (385,148) |
| Research and development costs | (6,778) | (5,218) |
| Distribution costs | (254) | (181) |
| Administrative expenses | (11,995) | (11,725) |
| Operating margin | 23,588 | 18,528 |
| Other operating income and expenses | 10,002 | 6,619 |
| Operating profi t | 33,590 | 25,147 |
| Finance costs, net and other fi nancial income and expenses, net | 263 | 102 |
| Profi t before tax | 33,853 | 25,249 |
| Income tax expense | (6,325) | (4,621) |
| NET PROFIT FROM CONTINUING OPERATIONS | 27,528 | 20,628 |
| Net loss from discontinued operations | – | – |
| NET PROFIT | 27,528 | 20,628 |
| 2011 | |||
|---|---|---|---|
| (in thousands of euros) | Mazars | Ernst & Young | Total |
| Audit services | (1,596) | (1,427) | (3,023) |
| Of which: | |||
| Compagnie Plastic Omnium | (360) | (349) | (709) |
| Subsidiaries | (1,236) | (1,078) | (2,314) |
| Other fees | (218) | (250) | (468) |
| Of which: | |||
| Compagnie Plastic Omnium | 0 | 0 | 0 |
| Subsidiaries | (218) | (250) | (468) |
| TOTAL | (1,814) | (1,677) | (3,491) |
| 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of euros) | Mazars | Ernst & Young | Total | |||||
| Audit services | (1,659) | (1,238) | (2,897) | |||||
| Of which: | ||||||||
| Compagnie Plastic Omnium | (273) | (287) | (560) | |||||
| Subsidiaries | (1,386) | (951) | (2,337) | |||||
| Other fees | (210) | (219) | (429) | |||||
| Of which: | ||||||||
| Compagnie Plastic Omnium | (8) | 0 | (8) | |||||
| Subsidiaries | (202) | (219) | (421) | |||||
| TOTAL | (1,869) | (1,457) | (3,326) |
Compagnie Plastic Omnium is fully consolidated in the accounts of Burelle SA, which owns 55.10% of its capital, or 60.35% after the impact of canceling treasury stock.
Burelle SA – 19 Avenue Jules Carteret
69342 Lyon Cedex 07
On 17 February 2012, Plastic Omnium and Eurovia signed a memorandum of understanding whereby the two companies agreed to unwind their cross-shareholdings in road signage and Plastic Omnium would sell its French and German road signage subsidiaries to Eurovia. The transaction is subject to approval by French and German competition authorities. The impact of the transactions is refl ected in the consolidated fi nancial statements at 31 December 2011.
To the best of management's knowledge, no other events have occurred since 31 December 2011 that would be likely to have a material impact on the Group's business, fi nancial position, results or assets.
| Reportable segments | 31 December 2011 | 31 December 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Un | Consoli | % | Consoli | % | |||||||
| Auto | Environ | alloca | dation | voting | % | dation | voting | % | Tax | ||
| Company | motive | ment | ted | method | rights | interest | method | rights | interest | group | |
| France | |||||||||||
| COMPAGNIE PLASTIC OMNIUM SA | • | Parent company |
Parent company |
1 | |||||||
| PLASTIC OMNIUM SYSTEMES URBAINS SAS |
• | F | 100 | 100 | F | 100 | 100 | 1 | |||
| METROPLAST SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| LA REUNION VILLES PROPRES SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM CARAIBES SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| INERGY AUTOMOTIVE SYSTEMS FRANCE SAS |
c | • | F | 100 | 100 | F | 100 | 100 | 1 | ||
| PLASTIC RECYCLING SAS | a | • | P | 50 | 50 | P | 50 | 50 | |||
| PLASTIC OMNIUM AUTO EXTERIEUR SA |
• | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM AUTO EXTERIEUR SERVICES SAS |
• | F | 100 | 100 | F | 100 | 100 | 1 | |||
| TRANSIT SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM GESTION SNC | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM FINANCE SNC | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| LUDOPARC SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM AUTO SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM ENVIRONNEMENT SAS |
• | • | F | 100 | 100 | F | 100 | 100 | 1 | ||
| PLASTIC OMNIUM AUTO EXTERIORS SAS |
• | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM COMPOSITES HOLDING SAS |
p, r | • | F | 100 | 100 | F | 100 | 100 | 1 | ||
| INERGY AUTOMOTIVE SYSTEMS SAS |
c | • | F | 100 | 100 | F | 100 | 100 | 1 | ||
| INERGY AUTOMOTIVE SYSTEMS MANAGEMENT SAS |
c | • | F | 100 | 100 | F | 100 | 100 | 1 |
| Reportable segments | 31 December 2011 | 31 December 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Auto motive |
Environ ment |
Un alloca ted |
Consoli dation method |
% voting rights |
% interest |
Consoli dation method |
% voting rights |
% interest |
Tax group |
|
| PLASTIC OMNIUM | |||||||||||
| ENVIRONNEMENT GUYANE SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| VALEO PLASTIC OMNIUM SNC | • | P | 50 | 50 | P | 50 | 50 | ||||
| BEAUVAIS DIFFUSION SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| PLASTIC OMNIUM VERNON SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| TECHNIQUES ET MATERIELS DE | |||||||||||
| COLLECTE - « TEMACO » SAS | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| INOPART SA | k | • | F | 100 | 100 | F | 100 | 100 | |||
| PLASTIC OMNIUM COMPOSITES SA p, q | • | F | 100 | 100 | F | 100 | 100 | 1 | |||
| MIXT COMPOSITES ET | |||||||||||
| RECYCLABLES - MCR SAS | p | • | F | 100 | 100 | F | 100 | 100 | 1 | ||
| ALLEVARD RESSORTS | |||||||||||
| COMPOSITES - « ARC » SAS | h | • | - | - | - | P | 50 | 50 | |||
| COMPAGNIE SIGNATURE SAS | • | F | 100 | 100 | F | 100 | 100 | ||||
| SIGNATURE HOLDING SAS | k | • | F | 100 | 100 | F | 100 | 100 | |||
| SIGNATURE SA | • | F | 100 | 100 | F | 100 | 100 | ||||
| SIGNATURE VERTICAL HOLDING SAS |
• | F | 100 | 65 | F | 100 | 65 | 5 | |||
| ATLAS SAS | n | • | - | - | - | E | 26.25 | 26.25 | |||
| SOCIETE D'APPLICATIONS ROUTIERES SAS |
n | • | - | - | - | E | 35 | 35 | |||
| EUROLINERS SAS | n | • | - | - | - | E | 35 | 35 | |||
| SIGNATURE TRAFFIC SYSTEMS SAS | o | • | F | 100 | 65 | F | 100 | 65 | 5 | ||
| SIGNALISATION SECURITE SARL | n | • | - | - | - | E | 35 | 35 | |||
| FARCOR SAS | o | • | F | 100 | 65 | F | 100 | 65 | 5 | ||
| SODILOR SASU | o | • | F | 100 | 65 | F | 100 | 65 | 5 | ||
| SECTRA | n | • | - | - | - | E | 35 | 35 | |||
| SIGNALIS SAS | n | • | - | - | - | E | 35 | 35 | |||
| SIGNALISATION TOULOUSAINE SAS | n | • | - | - | - | E | 35 | 35 | |||
| EUROMARK HOLDING SAS | n | • | - | - | - | E | 35 | 35 | |||
| SIGNATURE INTERNATIONAL SAS | m | • | F | 100 | 100 | F | 100 | 100 | |||
| SIGNATURE SAS | n | • | - | - | - | E | 35 | 35 | |||
| SIGNATURE FRANCE SAS | n | • | - | - | - | E | 35 | 35 | |||
| SIGNATURE GESTION SAS | n | • | - | - | - | E | 35 | 35 | |||
| GTU SAS | n | • | - | - | - | E | 35 | 35 | |||
| SULO FRANCE SAS | • | F | 100 | 100 | F | 100 | 100 | 1 |
| Reportable segments | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 31 December 2011 | 31 December 2010 | ||||||||||
| Auto | Environ | Un alloca |
Consoli dation |
% voting |
% | Consoli dation |
% voting |
% | Tax | ||
| Company | motive | ment | ted | method | rights | interest | method | rights | interest | group | |
| South Africa | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS | |||||||||||
| SOUTH AFRICA LTD | c | • | F | 100 | 100 | F | 100 | 100 | |||
| PLASTIC OMNIUM URBAN | |||||||||||
| SYSTEMS (Pty) LTD | i | • | F | 100 | 100 | F | 100 | 100 | |||
| Germany | |||||||||||
| PLASTIC OMNIUM GmbH | • | F | 100 | 100 | F | 100 | 100 | 8 | |||
| PLASTIC OMNIUM AUTO | |||||||||||
| COMPONENTS GmbH | • | F | 100 | 100 | F | 100 | 100 | 8 | |||
| PLASTIC OMNIUM ENTSORGUNGSTECHNIK GmbH |
• | F | 100 | 100 | F | 100 | 100 | ||||
| INERGY AUTOMOTIVE SYSTEMS | |||||||||||
| GERMANY GmbH | c | • | F | 100 | 100 | F | 100 | 100 | 8 | ||
| HBPO | |||||||||||
| BETEILIGUNGSGESELLSCHAFT GmbH | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| HBPO Rastatt GmbH | d | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | |||
| HBPO GERMANY GmbH | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| HBPO GmbH | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| BERLACK GmbH | n | • | - | - | - | E | 35 | 35 | |||
| SULO VERWALTUNG UND TECHNIK | |||||||||||
| GmbH (Signature Verkehrstechnik | |||||||||||
| GmbH) | • | F | 100 | 100 | F | 100 | 100 | ||||
| SIGNATURE MARKIERTECHNIK | |||||||||||
| GmbH | n | • | - | - | - | E | 35 | 35 | |||
| SIGNATURE DEUTSCHLAND GmbH | o | • | F | 100 | 100 | F | 100 | 100 | 2 | ||
| ENVICOMP GmbH | • | F | 100 | 100 | F | 100 | 100 | 2 | |||
| ENVICOMP SYSTEMLOGISTIK VERWARLTUNG GmbH & Co KG |
m | • | F | 100 | 100 | F | 100 | 100 | |||
| WESTFALIA INTRALOG GmbH | p | • | F | 100 | 100 | F | 100 | 100 | 2 | ||
| SULO EISENWERK STREUBER & | |||||||||||
| LOHMANN GmbH | • | F | 100 | 100 | F | 100 | 100 | 8 | |||
| SULO UMWELTTECHNIK GmbH | • | F | 100 | 100 | F | 100 | 100 | 8 | |||
| SULO UMWELTTECHNIK | |||||||||||
| BETEILIGUNGS GmbH | • | F | 100 | 100 | F | 100 | 100 | ||||
| SULO EMBALLAGEN BETEILIGUNGS | |||||||||||
| GmbH | l | • | - | - | - | F | 100 | 100 | |||
| SULO EMBALLAGEN GmbH | • | F | 100 | 100 | F | 100 | 100 | 8 | |||
| PLASTIC OMNIUM URBAN SYSTEMS | |||||||||||
| GmbH | • | F | 100 | 100 | F | 100 | 100 | 2 | |||
| EUROMARK DEUTSCHLAND GmbH | n | • | - | - | - | E | 35 | 35 | |||
| PLASTIC OMNIUM COMPOSITES GmbH |
d | • | F | 100 | 100 | F | 100 | 100 | 8 | ||
| SULO ENTSORGUNGSTECHNIK | |||||||||||
| GmbH | d, k | • | F | 100 | 100 | F | 100 | 100 | |||
| Un Consoli % Consoli % Auto Environ alloca dation voting % dation voting % Company motive ment ted method rights interest method rights interest RMS ROTHERM MASCHINENBAU GmbH g • F 70 70 - - - HBPO Ingolstadt GmbH e • P 33.33 33.33 - - - Argentina INERGY AUTOMOTIVE SYSTEMS ARGENTINA SA c • F 100 100 F 100 100 PLASTIC OMNIUM SA • • F 100 100 F 100 100 Belgium PLASTIC OMNIUM AUTOMOTIVE NV • F 100 100 F 100 100 PLASTIC OMNIUM NV • F 100 100 F 100 100 INERGY AUTOMOTIVE SYSTEMS RESEARCH NV c • F 100 100 F 100 100 INERGY AUTOMOTIVE SYSTEMS BELGIUM SA c • F 100 100 F 100 100 DIDIER VANDENWEGHE NV n • - - - E 35 35 VANDIPAINT NV n • - - - E 35 35 SULO NV • F 100 100 F 100 100 Brazil INERGY AUTOMOTIVE SYSTEMS DO BRASIL LTDA c • F 100 100 F 100 100 PLASTIC OMNIUM DO BRASIL LTDA • F 100 100 F 100 100 Canada INERGY AUTOMOTIVE SYSTEMS • CANADA INC c F 100 100 F 100 100 HBPO CANADA INC • P 33.33 33.33 P 33.33 33.33 Chile PLASTIC OMNIUM SA • F 100 100 F 100 100 China JIANGSU XIENO AUTOMOTIVE COMPONENTS CO LTD • F 60 60 F 60 60 INERGY AUTOMOTIVE SYSTEMS WUHAN CO LTD c • F 100 100 F 100 100 YANFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS CO LTD • P 49.95 49.95 P 49.95 49.95 PLASTIC OMNIUM (SHANGHAÏ) BUSINESS CONSULTING CO LTD • F 100 100 F 100 100 INERGY AUTOMOTIVE SYSTEMS |
Reportable segments | 31 December 2011 | 31 December 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tax | |||||||||||
| group | |||||||||||
| CONSULTING (BEIJING) CO LTD | c | • | F | 100 | 100 | F | 100 | 100 | |||
| INERGY AUTOMOTIVE SYSTEMS MANUFACTURING (Beijing) CO LTD c • F 100 100 F 100 100 |
|||||||||||
| CHONGQING YANFENG PO AE FAWAY CO LTD d • P 49.95 49.95 P 49.95 49.95 |
| Reportable segments | 31 December 2011 | 31 December 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Auto motive |
Environ ment |
Un alloca ted |
Consoli dation method |
% voting rights |
% interest |
Consoli dation method |
% voting rights |
% interest |
Tax group |
|
| GUANGZHOU ZHONGXIN YANFENG | |||||||||||
| PO AE TRIM CO LTD | d | • | P | 49.95 | 49.95 | P | 49.95 | 49.95 | |||
| CHENGDU FAWAY YANFENG PO | d | • | E | 24.48 | 24.48 | E | 24.48 | 24.48 | |||
| HBPO CHINA Ltd | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| YANFENG PLASTIC OMNIUM (SHANGHAI) AUTOMOTIVE EXTERIOR SYSTEMS CO LTD |
e | • | P | 49.95 | 49.95 | - | - | - | |||
| DONGFENG PLASTIC OMNIUM AUTOMOTIVE EXTERIOR SYSTEMS CO LTD |
e | • | E | 24.95 | 24.95 | - | - | - | |||
| South Korea | |||||||||||
| SHB AUTOMOTIVE MODULES | p | • | P | 16.67 | 16.67 | P | 16.67 | 16.67 | |||
| HBPO KOREA Ltd | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| INERGY AUTOMOTIVE SYSTEMS CO LTD |
c | • | F | 100 | 100 | F | 100 | 100 | |||
| Spain | |||||||||||
| COMPAÑIA PLASTIC OMNIUM SA | • | F | 100 | 100 | F | 100 | 100 | 3 | |||
| PLASTIC OMNIUM EQUIPAMIENTOS | |||||||||||
| EXTERIORES SA | • | F | 100 | 100 | F | 100 | 100 | 3 | |||
| PLASTIC OMNIUM SISTEMAS URBANOS SA |
• | F | 100 | 100 | F | 100 | 100 | 3 | |||
| INERGY AUTOMOTIVE SYSTEMS | |||||||||||
| VALLADOLID SL | c | • | F | 100 | 100 | F | 100 | 100 | |||
| INERGY AUTOMOTIVE SYSTEMS | |||||||||||
| SPAIN SA (Arevalo/Vigo) | c | • | F | 100 | 100 | F | 100 | 100 | |||
| VALEO PLASTIC OMNIUM SL | • | P | 50 | 50 | P | 50 | 50 | ||||
| JUEGOS LUDOPARC SL | j | • | - | - | - | F | 100 | 100 | |||
| PLASTIC OMNIUM COMPOSITES | |||||||||||
| ESPANA | p, s | • | F | 100 | 100 | F | 100 | 100 | 3 | ||
| HBPO IBERIA SL | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| SIGNATURE SEÑALIZACION SA HBPO AUTOMOTIVE SPAIN SL |
• | • | F P |
100 33.33 |
65 33.33 |
F P |
100 33.33 |
65 33.33 |
|||
| PLASTIC OMNIUM COMPONENTES EXTERIORES SL |
f | • | F | 100 | 100 | F | 100 | 100 | 3 | ||
| United States | |||||||||||
| EPSCO INTERNATIONAL INC. | l | • | - | - | - | F | 100 | 100 | |||
| PLASTIC OMNIUM AUTO EXTERIORS LLC |
• | F | 100 | 100 | F | 100 | 100 | 4 | |||
| PERFORMANCE PLASTICS | |||||||||||
| PRODUCTS - 3 P INC. | • | F | 100 | 100 | F | 100 | 100 | 4 | |||
| PLASTIC OMNIUM INC. | • | F | 100 | 100 | F | 100 | 100 | 4 | |||
| PLASTIC OMNIUM INDUSTRIES INC. | • | F | 100 | 100 | F | 100 | 100 | 4 | |||
| INERGY AUTOMOTIVE SYSTEMS (USA) LLC |
c | • | F | 100 | 100 | F | 100 | 100 | 4 |
| Reportable segments | 31 December 2011 | 31 December 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Company | Auto motive |
Environ ment |
Un alloca ted |
Consoli dation method |
% voting rights |
% interest |
Consoli dation method |
% voting rights |
% interest |
Tax group |
|
| PLASTIC OMNIUM AUTOMOTIVE SERVICES INC. |
• | F | 100 | 100 | F | 100 | 100 | 4 | |||
| HBPO NORTH AMERICA INC. | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| INERGY AUTOMOTIVE SYSTEMS HOLDING INC. |
c | • | F | 100 | 100 | F | 100 | 100 | |||
| Greece | |||||||||||
| SIGNATURE HELLAS | n, b | • | - | - | - | E | 17.50 | 17.50 | |||
| Hungary | |||||||||||
| HBPO MANUFACTURING HUNGARY Kft |
e | • | P | 33.33 | 33.33 | - | - | - | |||
| India | |||||||||||
| PLASTIC OMNIUM VARROC PRIVATE LTD |
• | F | 60 | 60 | F | 60 | 60 | ||||
| INERGY AUTOMOTIVE SYSTEMS INDIA |
c | • | F | 100 | 100 | F | 100 | 100 | |||
| INERGY AUTOMOTIVE SYSTEMS MANUFACTURING INDIA PVT LTD |
d, c | • | F | 55 | 55 | F | 55 | 55 | |||
| Ireland | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS REINSURANCE LTD |
c | • | F | 100 | 100 | F | 100 | 100 | |||
| Japan | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS KK | c | • | F | 100 | 100 | F | 100 | 100 | |||
| HBPO JAPAN | m | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | |||
| Morocco | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS MOROCCO |
d, c | • | F | 100 | 100 | F | 100 | 100 | |||
| Mexico | |||||||||||
| PLASTIC OMNIUM AUTOMOVIL SA DE CV |
• | F | 100 | 100 | F | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO EXTERIORES SA DE CV |
• | F | 100 | 100 | F | 100 | 100 | ||||
| PLASTIC OMNIUM INDUSTRIAL AUTO EXTERIORES RAMOS ARIZPE |
|||||||||||
| SA DE CV | • | F | 100 | 100 | F | 100 | 100 | ||||
| PLASTIC OMNIUM DEL BAJIO SA DE CV INERGY AUTOMOTIVE SYSTEMS |
• | F | 100 | 100 | F | 100 | 100 | ||||
| MEXICO SA DE CV | c | • | F | 100 | 100 | F | 100 | 100 | |||
| INERGY AUTOMOTIVE SYSTEMS INDUSTRIAL MEXICO SA DE CV |
e | • | F | 100 | 100 | - | - | - | |||
| INOPLAST COMPOSITES SA DE CV | • | F | 100 | 100 | F | 100 | 100 | ||||
| INOPLASTIC OMNIUM INDUSTRIAL SA DE CV |
• | F | 100 | 100 | F | 100 | 100 | ||||
| PLASTIC OMNIUM SISTEMAS URBANOS SA DE CV |
• | F | 100 | 100 | F | 100 | 100 | ||||
| Reportable segments | 31 December 2011 | 31 December 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Un | Consoli | % | Consoli | % | |||||||
| Auto | Environ | alloca | dation | voting | % | dation | voting | % | Tax | ||
| Company | motive | ment | ted | method | rights | interest | method | rights | interest | group | |
| HBPO MEXICO SA DE CV | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| PLASTIC OMNIUM MEDIO | |||||||||||
| AMBIENTE SA DE CV | • | F | 100 | 100 | F | 100 | 100 | ||||
| PLASTIC OMNIUM TOLUCA SA DE CV | d | • | F | 100 | 100 | F | 100 | 100 | |||
| Middle East | |||||||||||
| INERGY VLA PLASTIRAN | c | • | F | 51 | 51 | F | 51 | 51 | |||
| Netherlands | |||||||||||
| PLASTIC OMNIUM BV | • | F | 100 | 100 | F | 100 | 100 | 6 | |||
| PLASTIC OMNIUM INTERNATIONAL | |||||||||||
| BV | • | F | 100 | 100 | F | 100 | 100 | 6 | |||
| SIGNATURE WEGMARKERING BV | n | • | - | - | - | E | 35 | 35 | |||
| SULO BV | • | F | 100 | 100 | F | 100 | 100 | 6 | |||
| Poland | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS POLAND Sp. Z.O.O |
c | • | F | 100 | 100 | F | 100 | 100 | |||
| PLASTIC OMNIUM AUTO | |||||||||||
| EXTERIORS Sp Z.O.O | • | F | 100 | 100 | F | 100 | 100 | ||||
| SULO Sp. Z.O.O | • | F | 100 | 100 | F | 100 | 100 | ||||
| PLASTIC OMNIUM AUTO Sp Z.O.O | g | • | F | 100 | 100 | - | - | - | |||
| Portugal | |||||||||||
| PLASTIC OMNIUM SA | l | • | - | - | - | F | 100 | 100 | |||
| Czech Republic | |||||||||||
| HBPO CZECH S.R.O | • | P | 33.33 | 33.33 | P | 33.33 | 33.33 | ||||
| VODOROVNE DOPRAVNI ZNACENT | |||||||||||
| S.A.R S.R.O | n | • | - | - | - | E | 35 | 35 | |||
| SULO SRO | • | F | 100 | 100 | F | 100 | 100 | ||||
| Romania | |||||||||||
| INERGY AUTOMOTIVE SYSTEMS | |||||||||||
| ROMANIA | c | • | F | 100 | 100 | F | 100 | 100 | |||
| SIGNATURE SEMNALIZARE | |||||||||||
| ROMANIA | n | • | - | - | - | E | 34.88 | 34.88 | |||
| United Kingdom | |||||||||||
| PERFORMANCE PLASTICS | |||||||||||
| PRODUCTS - 3P LTD | l | • | - | - | - | F | 100 | 100 | |||
| PLASTIC OMNIUM AUTOMOTIVE LTD | • | F | 100 | 100 | F | 100 | 100 | 7 | |||
| PLASTIC OMNIUM LTD | • | F | 100 | 100 | F | 100 | 100 | 7 | |||
| PLASTIC OMNIUM URBAN SYSTEMS LTD |
• | F | 100 | 100 | F | 100 | 100 | 7 | |||
| INERGY AUTOMOTIVE | |||||||||||
| SYSTEMS UK LTD | c, m | • | F | 100 | 100 | F | 100 | 100 | |||
| SIGNATURE LTD | • | F | 100 | 65 | F | 100 | 65 | ||||
| SULO MGB LTD | • | F | 100 | 100 | F | 100 | 100 | 7 | |||
| Reportable segments 31 December 2011 31 December 2010 Un Consoli % Consoli % Auto Environ alloca dation voting % dation voting % Tax Company motive ment ted method rights interest method rights interest group HBPO UK LTD • P 33.33 33.33 P 33.33 33.33 POST & COLUMN COMPANY LTD f • F 100 56.87 F 100 48.75 Russia OOO STAVROVO AUTOMOTIVE SYSTEMS c, p, t • F 100 100 F 100 100 Singapore SULO ENVIRONMENTAL SYSTEMS PTE Ltd • F 100 100 F 100 100 Slovakia PLASTIC OMNIUM AUTO EXTERIORS S.R.O. • F 100 100 F 100 100 INERGY AUTOMOTIVE SYSTEMS SLOVAKIA S.R.O. c • F 100 100 F 100 100 HBPO SLOVAKIA S.R.O • P 33.33 33.33 P 33.33 33.33 Sweden PLASTIC OMNIUM AB • F 100 100 F 100 100 Switzerland PLASTIC OMNIUM AG • F 100 100 F 100 100 • PLASTIC OMNIUM RE AG F 100 100 F 100 100 SIGNAL AG u • F 50 32.50 F 50 32.50 Thailand INERGY AUTOMOTIVE SYSTEMS (THAILAND) LTD c • F 100 100 F 100 100 Turkey B.P.O. AS b • F 49.98 49.98 F 49.98 49.98 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| SIGNATEKMA | n | • | - | - | - | E | 17.50 | 17.50 |
n Companies that were deconsolidated in 2011 (eff ective as of 1 January) and reclassifi ed as assets held for sale
t Inergy Russia has been renamed OOO Stavrovo Automotive Systems
Tax groups:
u Company that consolidated the fi nancial statements of Segnaletica Mordasini acquired in 2009
127
| INCOME STATEMENT | |||
|---|---|---|---|
| (in thousand of euros) | Notes | 2011 | 2010 |
| Net sales* | 1,559 | 7,709 | |
| Provision reversals and expense transfers | M | 982 | - |
| Other operating revenue* | 18,703 | 14,359 | |
| Total operating revenue | 21,244 | 22,068 | |
| Operating and other expenses | L | (18,345) | (21,080) |
| Taxes other than on income tax | (878) | (133) | |
| Depreciation, amortization and provisions | M | (464) | (3,288) |
| Other expenses | (1,144) | (1,829) | |
| Operating income/(loss) | 413 | (4,262) | |
| Joint venture income | 0 | (105) | |
| Net interest income | N | 132,976 | 96,871 |
| Income before non-operating items | 133,389 | 92,504 | |
| Non-operating items | O | (9,822) | 80 |
| Income before tax | 123,567 | 92,584 | |
| Corporate income tax | P | 11,046 | 15,383 |
| NET INCOME | 134,613 | 107,967 | |
| *Net sales and other operating income | K | 20,262 | 22,068 |
| (in thousands of euros) | Note | 2011 | 2010 | ||
|---|---|---|---|---|---|
| Cost | Depreciation, amortization and provisions |
Net | Net | ||
| NON CURRENT ASSETS | |||||
| Intangible assets | A | 8,818 | 877 | 7,941 | 7,948 |
| Property and equipment | B | 8,010 | 3,193 | 4,817 | 4,931 |
| Investments | C | 675,118 | 20,774 | 654,344 | 626,543 |
| Total fi xed assets | 691,946 | 24,844 | 667,102 | 639,422 | |
| CURRENT ASSETS | |||||
| Prepayments to suppliers | D | 11 | 0 | 11 | 0 |
| Trade receivables | D | 1,684 | 0 | 1,684 | 7,512 |
| Other receivables* | D | 448,138 | 3,466 | 444,672 | 312,344 |
| Cash and cash equivalents* | E | 26,916 | 0 | 26,916 | 28,678 |
| Total current assets | 476,749 | 3,466 | 473,283 | 348,534 | |
| Prepaid expenses | 514 | 0 | 514 | 358 | |
| Conversion losses | 2,724 | 0 | 2,724 | 1,186 | |
| TOTAL | 1,171,933 | 28,310 | 1,143,623 | 989,499 |
| (in thousands of euros) Note |
2011 | 2010 |
|---|---|---|
| SHAREHOLDERS' EQUITY | ||
| Share capital F |
8,939 | 8,822 |
| Additional paid-in capital G |
82,968 | 89,458 |
| Retained earnings and other reserves H |
360,497 | 275,240 |
| Net income for the year | 134,613 | 107,967 |
| Untaxed provisions I |
543 | 515 |
| Total shareholders' equity | 587,560 | 482,002 |
| Provisions for contingencies and charges I |
12,302 | 1,339 |
| LIABILITIES | ||
| Bank borrowings* | 469,000 | 478,226 |
| Other borrowings* | 52,386 | 17,019 |
| Trade payables | 3,134 | 6,340 |
| Accrued tax and personnel-related liabilities | 113 | 865 |
| Other liabilities | 15,698 | 1,069 |
| Total liabilities J |
540,330 | 503,519 |
| Conversion gains | 3,430 | 2,639 |
| TOTAL | 1,143,623 | 989,499 |
* Compagnie Plastic Omnium had €69.2 million in net debt at 31 December 2011, versus €175.5 million a year earlier.
| (in thousands of euros) | |
|---|---|
| Financial position | |
| Share capital | 8,939 |
| Shareholders' equity | 587,560 |
| Financial liabilities | 69,173 |
| Net non-current assets | 667,102 |
| Total assets | 1,143,623 |
| Results of operations | |
| Operating revenue | 21,244 |
| Operating income | 413 |
| Income before non-operating items | 133,389 |
| Non-operating items | (9,822) |
| Net income | 134,613 |
| EARNINGS PER SHARE (in euros) | 2.56 |
The fi nancial statements of Compagnie Plastic Omnium have been prepared in accordance with French generally accepted accounting policies (CRC Regulation 99-03 as amended by the various regulations issued by the Comité de la Réglementation Comptable and the Autorité des Normes Comptables).
The accounting policies used to prepare the 2011 fi nancial statements are the same as those used in the previous year. Signifi cant accounting policies are as follows:
Intangible assets mainly comprise trademarks and patents, which are not amortized. Trademark and patent fi ling fees have been recognized in the income statement since 1 January 2009.
In July 2000, Compagnie Plastic Omnium acquired a multipurpose offi ce building, which it leases to other companies.
Property and equipment are stated at cost and depreciated on a straight-line basis over their estimated useful lives as follows:
| Buildings | 40 years |
|---|---|
| Fixtures and fi ttings | 10 years |
| Offi ce equipment and furniture | 5 to 10 years |
Gross amount of investments in subsidiaries and affi liates corresponds to the cost of the investment or to the transfer value. Should the carrying amount exceeds the value in use, a provision is recorded. Value in use is based on the share in the subsidiary's underlying net assets and its earnings outlook, which takes into account current market conditions as refl ected in the subsidiary's medium-term plan.
The Company is authorized to purchase treasury stock for (i) maintaining of stock liquidity through a contract with an investment fi rm, (ii) future reductions in share capital, (iii) current or future stock option or stock grant plans for employees and offi cers of the Group, (iv) exchange or payment in the context of future acquisitions.
The accounting classifi cation of treasury shares depends on their purpose:
Treasury shares are stated at the lower of cost and fair value on a fi rst-in fi rst-out (FIFO) basis.
For treasury shares classifi ed as marketable securities, fair value is the lower of the exercise price of the options granted and the stock market price.
For treasury shares classifi ed as investments, fair value is determined on the basis of the average quoted price during the month before the balance sheet date.
Unhedged foreign currency payables and receivables are initially recorded by applying the spot exchange rate at the date of the transaction. They are subsequently translated using end-of-period exchange rate.
Any resulting gains or losses are recognized on the balance sheet as conversion gains (liabilities) or conversion losses (assets) and a provision is recorded for unrealized conversion losses.
| A - Intangible assets | ||||
|---|---|---|---|---|
| (in thousands of euros) | 2010 | + | - | 2011 |
| Patents and licenses | 8,818 | 8,818 | ||
| Total, gross | 8,818 | 8,818 | ||
| (in thousands of euros) | 2010 | + | - 2011 |
|---|---|---|---|
| Land | 1,769 | 1,769 | |
| Buildings | 3,516 | 3,516 | |
| Fixtures and fi ttings | 2,594 | 2,594 | |
| Offi ce equipment and furniture | 43 | 43 | |
| Assets in progress | 88 | 88 | |
| Total, gross | 7,922 | 88 | 8,010 |
| Accumulated depreciation | 2,991 | 202 | 3,193 |
| TOTAL NET | 4,931 | (114) | 4,817 |
Accumulated amortization 870 7 877 TOTAL NET 7,948 (7) 7,941
| (in thousands of euros) | 2010 | + | - | 2011 |
|---|---|---|---|---|
| Shares in subsidiaries and affi liates | 644,426 | 17,489 | 1,157 | 660,758 |
| Other long-term investments | 2,663 | 39,430 | 27,862 | 14,231 |
| Loans | 129 | 129 | ||
| TOTAL | 647,219 | 56,919 | 29,019 | 675,118 |
Decreases in investments in 2011 mainly concerned the liquidation of subsidiaries Plastic Omnium AE (€148 thousand) and Plastic Omnium AS (€1,006 thousand).
Increases in investments in 2011 mainly concerned:
See the table on subsidiaries and affi liates for information on impairment.
Other long-term investments mainly included €12,212 thousand in treasury shares held for future acquisitions or capital reductions and €690 thousand in treasury shares allocated to the liquidity contract.
At 31 December 2011 no loans were due beyond one year and loans to related companies amounted to €129 thousand.
| (in thousands of euros) | 2011 | Due within one year |
Related companies |
|---|---|---|---|
| Prepayments to suppliers | 11 | 11 | |
| Trade receivables (1) | 1,684 | 1,684 | 1,571 |
| Tax receivables (2) | 9,294 | 9,294 | |
| Short-term loans | 425,296 | 425,296 | 425,296 |
| Other | 10,082 | 2,348 | 2,343 |
| TOTAL | 446,367 | 438,633 | 429,210 |
(1) Including €1,366 thousand in accrued income comprising royalty income (€1,135 thousand) and patent protection expenses (€118 thousand). (2) Including €9,011 thousand in accrued income mainly comprising research tax credits (€7,567 thousand) and VAT refunds due (€1,277 thousand).
Short-term loans correspond to intercompany accounts with other Plastic Omnium Group companies, used for day-to-day fi nancing transactions.
Other receivables due beyond one year correspond to the additional €10,668 thousand consideration to be received on the sale of 3P (written down by €2,934 thousand), which is due beyond four years except if the agreement's acceleration clause is triggered due to the purchaser losing control of the business or deciding to sell it. They also include tax current accounts due by various members of the tax group headed by Compagnie Plastic Omnium (€2,317 thousand).
| (in thousands of euros) | 2010 | + | - | 2011 |
|---|---|---|---|---|
| Marketable securities (1) | 27,793 | 358 | 3,099 | 25,052 |
| Cash | 885 | 979 | 0 | 1,864 |
| Total at cost | 28,678 | 1,337 | 3,099 | 26,916 |
| Accumulated impairments | 0 | 0 | 0 | 0 |
| TOTAL NET | 28,678 | 1,337 | 3,099 | 26,916 |
(1) Marketable securities include €23,132 thousand in treasury stock allocated to existing stock option plans and €1,920 thousand in treasury stock held to cover future plans but not yet allocated.
At the year-end, Compagnie Plastic Omnium held:
1,093,500 shares allocated to the stock option plan granted by the Board of Directors on 16 March 2010, pursuant to the authorization given at the Extraordinary Shareholders' Meeting of 28 April 2009;
45,880 shares allocated to the liquidity contract;
As described in the section on accounting policies, treasury shares are classifi ed either as investments (676,706 shares) or as marketable securities (3,897,185 shares), depending on their intended purpose.
The Company's share capital at 31 December 2011 amounted to €8,939,245.49, divided into 52,583,797 common shares with a par value of €0.17 each.
A three-for-one stock split, agreed by the Board of Directors on 15 March 2011 and approved by shareholders in Extraordinary Meeting on 28 April 2011, was carried out on 10 May 2011.
To round up the par value per share to €0.17, the share capital was increased by €176 thousand by capitalizing reserves.
A €59,500 capital reduction, agreed by the Board of Directors on 14 October 2011 pursuant to the authorization granted by extraordinary resolution of the shareholders on 24 April 2007, was carried out on 3 November 2011 by canceling 350,000 shares.
G - Additional paid-in capital
Additional paid-in capital totaled €82,968 at 31 December 2011. The decrease of €6,490 thousand compared with the previous year was due to the cancelation of 350,000 treasury shares and the resulting capital reduction (see note F above).
| (in thousands of euros) | 2010 | + | - | 2011 |
|---|---|---|---|---|
| Revaluation reserve | 245 | 245 | ||
| Legal reserve | 948 | 505 | 1,453 | |
| Other reserves | 41,859 | 176 | 41,683 | |
| Unappropriated retained earnings | 232,199 | 84,917 | 317,116 | |
| TOTAL | 275,251 | 85,422 | 176 | 360,497 |
The €176 thousand decrease in other reserves was due to the capital increase carried out to round up the par value per share to €0.17 (see note F above).
| (in thousands of euros) | 2010 | + | - 2011 |
|---|---|---|---|
| Untaxed provisions | |||
| Excess tax depreciation | 503 | 40 | 543 |
| TOTAL | 503 | 40 | 543 |
| (in thousands of euros) | 2010 | + | - | 2011 |
|---|---|---|---|---|
| Other provisions | ||||
| Provisions for foreign exchange losses | 1,185 | 2,723 | 1,185 | 2,723 |
| Provisions for other contingencies | 154 | 30 | 124 | |
| Provisions for taxes (cf. Note P) | 9,455 | 9,455 | ||
| TOTAL | 1,339 | 12,178 | 1,215 | 12,302 |
The €30 thousand decrease in provisions for other contingencies corresponds to the reversal in full of a site decontamination provision, as the related risk no longer exists.
| (in thousands of euros) | 2011 | Due within one year | Related companies |
|---|---|---|---|
| Bank borrowings (1) | 469,000 | 51,575 | |
| Other borrowings | 52,386 | 52,386 | 30 |
| Trade payables (2) | 3,134 | 3,134 | 888 |
| Accrued taxes and payroll costs | 113 | 113 | |
| Other liabilities | 15,698 | 15,698 | 8,220 |
| TOTAL | 540,330 | 122,906 | 9,138 |
(1) Including €219 thousand in accrued interest payable and loans denominated in foreign currencies for USD 66,000 thousand (€51,008 thousand).
(2) Including €1,843 thousand of accrued expenses mainly comprising professional fees (€1,320 thousand), trademark license fees (€367 thousand) and patent protection expenses (€164 thousand).
At 31 December 2011, bank borrowings due beyond one year totaled €417,425 (€414,567 thousand at 31 December 2010), of which €28,695 thousand is due beyond fi ve years.
Short-term debt comprises €52,350 thousand in commercial paper (€17,000 thousand in 2010) issued entirely in the domestic market. This is a revolving credit line that can be drawn down for periods of three to six months.
Other liabilities correspond to the tax liability of the tax group headed by Compagnie Plastic Omnium (€7,478 thousand) and to intercompany tax payable due to members of the tax group (€8,220 thousand).
Net sales and other operating revenues are analyzed in the tables below: :
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| By business segment | ||
| License and service fees | 18,700 | 19,630 |
| Other | 2,544 | 2,438 |
| TOTAL | 21,244 | 22,068 |
| By region | 2011 | 2010 |
| France | 9,770 | 16,642 |
| International | 11,474 | 5,426 |
| TOTAL | 21,244 | 22,068 |
Operating revenue includes:
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Executive management services | 1,403 | 1,064 |
| Overheads and headquarters expenses | 2,052 | 1,931 |
| Fees | 3,560 | 3,237 |
| Advertising, print collateral and publication | 1,277 | 1,173 |
| Travel and entertainment | 741 | 535 |
| Bank charges | 5,422 | 5,665 |
| Other* | 3,890 | 7,475 |
| TOTAL | 18,345 | 21,080 |
* The decrease in purchases and other external charges stemmed mainly from the non-recurrence of services rebilled to subsidiaries (€2,229 thousand in 2010).
| (in thousands of euros) | 2010 | + | - | 2011 |
|---|---|---|---|---|
| Deducted from assets | ||||
| Patents and licenses | 870 | 7 | 877 | |
| Buildings | 567 | 109 | 676 | |
| Fixtures and fi ttings | 2,383 | 92 | 2,475 | |
| Offi ce equipment and furniture | 41 | 1 | 42 | |
| Investments | 20,675 | 1,253 | 1,155 | 20,773 |
| Other receivables | 4,053 | 255 | 842 | 3,466 |
| Marketable securities | ||||
| Deferred charges | ||||
| TOTAL | 28,589 | 1,717 | 1,997 | 28,309 |
| Included in liabilities | ||||
| Untaxed provisions | 514 | 40 | 554 | |
| Provisions for contingencies | 1,339 | 12,179 | 1,216 | 12,302 |
| TOTAL | 1,853 | 12,219 | 1,216 | 12,856 |
| Total increase/decrease | 13,936 | 3,213 | ||
| Of which: | Increase | Decrease | ||
| Included in operating income and expense | 464 | 872 | ||
| Included in interest income and expense | 3,977 | 2,341 | ||
| Included in non-operating items | 9,495 |
| (in thousands of euros) | 2011 | 2010 |
|---|---|---|
| Dividend income(1) | 136,194 | 82,604 |
| Other income | ||
| Interest income and expense | (2,567) | (1,826) |
| Foreign exchange gains and losses | 985 | (3,969) |
| Provision movements(2) | (1,636) | 20,062 |
| TOTAL | 132,976 | 96,871 |
(1) Dividend income includes €7,153 thousand in dividends received from foreign subsidiaries and €129,041 thousand from French subsidiaries.
(2) The decrease in provisions mainly includes a reversal of the impairment provisions against investments in subsidiaries and affi liates (€1,538 thousand) and a net reversal of provisions for foreign exchange losses (€98 thousand).
Transactions with related companies represented net interest income of €8,665 thousand.
| 2011 | ||||
|---|---|---|---|---|
| (in thousands of euros) | Income | Expense | Net | |
| On revenue transactions | ||||
| On capital transactions | 1,751 | 2,078 | (327) | |
| Provision movements | 9,495 | (9,495) | ||
| TOTAL | 1,751 | 11,573 | (9,822) | |
Net non-operating expenses are primarily made of (i) a provision for future tax risk (€9,455 thousand) (see note P), (ii) a loss on disposal of shares in Plastic Omnium AE (€148 thousand) and Plastic Omnium AS (€1,006 thousand), (iii) a loss on current accounts with Plastic Omnium AE (€87 thousand) and Plastic Omnium AS (€102 thousand) subsequent to their liquidation (see note C), (iv) a claim under the 3P seller's warranty (€123 thousand) and (v) a net gain on disposal of treasury shares (€1,145 thousand).
| 2011 | ||||
|---|---|---|---|---|
| (in thousands of euros) | Income before non-operating items |
Non-operating items |
Net | |
| * Income before tax | 133,389 | (9,822) | 123,567 | |
| * Tax adjustments | (118,355) | 10,612 | (107,743) | |
| = Tax base | 15,034 | 790 | 15,824 | |
| Tax at standard rate | (5,011) | (263) | (5,274) | |
| Income after tax at standard rate | 128,378 | (10,085) | 118,293 | |
| Impact of group relief | 20,264 | |||
| Reversal of provisions for taxes | ||||
| Other impacts (including withholding taxes) | (9,218) | |||
| Total corporate income tax | 11,046 | |||
| INCOME AFTER TAX | 134,613 | |||
Compagnie Plastic Omnium is the parent company of a tax group comprising 28 companies, corresponding to practically all of the Company's French subsidiaries.
The income tax benefi t generated from group relief in 2011 came to €20.2 million, which is recorded in full as income in the fi nancial statements of Compagnie Plastic Omnium.
In accordance with the neutrality principle under the group tax relief agreement, Compagnie Plastic Omnium is required to pass back any tax benefi t it obtains from the use of a subsidiary's tax losses if the subsidiary returns to profi t.
At 31 December 2011, the tax group had tax loss carryforwards totaling €26.8 million (excluding Plastic Omnium Auto Inergy's increased base totaling €40.3 million), which will reduce the future tax charge by €8.9 million. The tax expense to be paid back to the subsidiaries under the group relief agreement amounted to €18.1 million and therefore a €9,455 thousand provision was recognized at the year-end (see note O).
The tax loss carryforwards arising since 2000 were used and reduced by €28 million in 2011, due to taxable profi ts generated by companies in the tax group.
Unrecognized deferred tax assets, calculated at a tax rate of 33.33%, broke down as follows at 31 December 2011:
| Non-deductible provisions and accrued expenses |
€915 thousand |
|---|---|
| Expenses related to the acquisition of Inergy | |
| shares | €144 thousand |
| Conversion gains | €1,143 thousand |
| Share in net loss of Plastic Omnium Gestion | €368 thousand |
| Conversion losses | €(907) thousand |
| UNRECOGNIZED DEFERRED TAX ASSETS |
€1,663 THOUSAND |
• Commitments given
| 31/12/2011 | |
|---|---|
| Guarantees * | 219,065 |
| Collateral | 5,805 |
| TOTAL | 224,870 |
* Guarantees given to banks on behalf of subsidiaries
There were no other material commitments or commitments that might become material in the future.
• Commitments received
Upon its acquisition of 50% of Inergy Automotive Systems SA in 2010, Compagnie Plastic Omnium was given a fi ve-year seller's warranty covering any recalls of products manufactured or sold before the acquisition date.
Debts secured by collateral amounted to €5,805 thousand under a mortgage agreement.
No loans or advances governed by Article L.225-43 of the French Commercial Code have been granted to directors or offi cers.
The total compensation paid to the members of the Board of Directors in 2011 amounted to €255,372.
No signifi cant events have occurred since 31 December 2011.
The fi nancial statements of Compagnie Plastic Omnium are included in the consolidated fi nancial statements of Burelle SA - 19, avenue Jules Carteret - 69342 Lyon Cedex 07, France.
At 31 December 2011, Burelle SA held 55.10% of the capital of Compagnie Plastic Omnium.
| (in thousands of euros) | 2007 | 2008 | 2009 | 2010 | 2011 |
|---|---|---|---|---|---|
| 1 - Capital at year-end | |||||
| a) Share capital | 9,336 | 9,073 | 8,822 | 8,822 | 8,939 |
| b) Shares outstanding* | 18,671,332 | 18,146,794 | 17,644,599 | 17,644,599 | 52,583,797 |
| c) Convertible bonds outstanding | 0 | 0 | 0 | 0 | 0 |
| 2 – Results of operations | |||||
| a) Net sales | 19,221 | 18,218 | 15,467 | 22,068 | 21,244 |
| b) Income/(loss) before tax, depreciation, amortization and provisions |
48,101 | (11,283) | 27,508 | 75,853 | 134,290 |
| c) Corporate income tax | (621) | 5,422 | 11,668 | 15,383 | 11,046 |
| d) Net income | 46,560 | 17,829 | 90,911 | 107,967 | 134,613 |
| e) Dividends | 13,070(1) | 6,351(2) | 12,351(3) | 24,702(4) | 36,283(5) |
| 3 – Per share data | |||||
| a) Income/(loss) after tax, before depreciation, amortization | |||||
| and provisions | 2.54 | (0.32) | 2.22 | 5.17 | 2.76 |
| b) Earnings per share | 2.49 | 0.98 | 5.15 | 6.12 | 2.56 |
| c) Dividend | 0.70 | 0.35 | 0.70 | 1.40 | 0.69 |
| 4 – Employee data | |||||
| a) Number of employees | 0 | 0 | 0 | 0 | 0 |
| b) Total payroll | 0 | 0 | 0 | 0 | 0 |
| c) Total benefi ts | 0 | 0 | 0 | 0 | 0 |
* Refl ecting the three-for-one stock split on 10 May 2011.
(2) Including €422 thousand due on treasury shares that was not paid out as these shares do not carry dividend rights.
(3) Including €1,095 thousand due on treasury shares that was not paid out as these shares do not carry dividend rights.
(4) Including €2,234 thousand due on treasury shares that was not paid out as these shares do not carry dividend rights.
(5) Before deducting dividends due on shares held in treasury at the date of the Shareholders' Meeting, which do not carry dividend rights.
(1) Including €901 thousand due on treasury shares that was not paid out as these shares do not carry dividend rights.
| Share capital | % | |
|---|---|---|
| interest | ||
| SUBSIDIARIES | ||
| PLASTIC OMNIUM AUTO SAS | €15,021,440 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| TRANSIT SAS | €37,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM ENVIRONNEMENT | €4,900,000 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM AUTO EXTERIORS SAS | €54,037,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM GESTION SNC | €2,011,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM VERNON | €150,000 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM GmbH | €13,500,000 | 100.0% |
| Romanstrasse 35- 80639 Munich - Germany | ||
| COMPAÑIA PLASTIC OMNIUM SA | €30,350,000 | 100.0% |
| Calle Pouet de Nasio – Parcela n° 5 – Ribarroja del Turia – Valencia – Spain | ||
| PLASTIC OMNIUM RE AG | CHF 16,167,000 | 100.0% |
| Sternengasse 21 – CH – 4010 Basel – Switzerland | ||
| PLASTIC OMNIUM INTERNATIONAL SAS | €37,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM FINANCE SNC | €247,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM SHANGHAI BUSINESS CONSULTING CO Ltd | CNY 2,303,350 | 100.0% |
| Suite 1105, Building 20, N° 487 Tianlin Road, Caoejing, High Tech Park, | ||
| 200233 Shanghai, PR China | ||
| PLASTIC OMNIUM MANAGEMENT 1 SAS | €37,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| PLASTIC OMNIUM MANAGEMENT 2 SAS | €37,500 | 100.0% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| INERGY AUTOMOTIVE SYSTEMS SAS | €119,796,330 | 76.8% |
| 19, avenue Jules Carteret – 69007 Lyon - France | ||
| AFFILIATES | ||
| PLASTIC OMNIUM Ltd | £6,270,000 | 17.1% |
| Huntington Way – Measham Swadlincote – Derbshire DE12 7DS – UK | ||
| BPO AS | TRL5,075,831 | 50.0% |
| Y.Yalova Yolu 8 km, Panayir – Bursa – Turkey | ||
| PLASTIC RECYCLING SAS | €123,000 | 50.0% |
| ZA du Monay – Saint Eusèbe – 71210 Montchanin - France |
| SUBSIDIARIES | AFFILIATES | |||
|---|---|---|---|---|
| (in thousands of euros) | French | International | French | International |
| Book value of shares | ||||
| • Cost | 493,859 | 158,271 | 2,753 | 5,750 |
| • Net | 492,607 | 141,292 | 1,739 | 4,222 |
| Loans and advances granted | 423,342 | 0 | 1,923 | 0 |
| Guarantees given | 0 | 0 | 0 | 0 |
| Dividends received | 129,041 | 0 | 0 | 7,153 |
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