Interim / Quarterly Report • Jul 27, 2017
Interim / Quarterly Report
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2017 HALF-YEAR FINANCIAL REPORT
| 1/ HALF-YEAR ACTIVITY REPORT | 3 |
|---|---|
| Detailed review of the Group's results | 3 |
| Events after the end of the period | 6 |
| Outlook | 6 |
| Review by business group | 6 |
| Related parties and risk factors | 10 |
| 2/ CONDENSED FINANCIAL STATEMENTS | 11 |
| Financial statements | 11 |
| Notes to the financial statements | 18 |
| 3/ STATUTORY AUDITORS' REVIEW REPORT | 41 |
| 4/ PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT | 43 |
In the 1st half of 2017, Imerys improved its results in a market environment that was positive overall. Revenue were up +5.9% yearon-year to €2,220 million on a current basis, reflecting the contribution of acquisitions completed since 2016 and to the positive impact of exchange rates. At comparable Group structure and exchange rates, revenue are up +1.8% compared to the same period in 2016. The current operating income increased by +6.7% to €313 million with an operating margin which improves +10 basis points to 14.1%. The net income from current operations rose +3.2% to €190 million.
| (€ millions) | 06.30.2017 | 06.30.2016 | % current change |
|---|---|---|---|
| Consolidated results | |||
| Revenue | 2,220.3 | 2,096.7 | +5.9% |
| Current EBITDA(1) | 428.3 | 416.9 | +2.7% |
| Current operating income(1) | 312.6 | 293.0 | +6.7% |
| Operating margin | 14.1% | 14.0% | +10 bp |
| Net income from current operations, Groupe share(1) | 189.7 | 183.9 | +3.2% |
| Net income, Group share | 172.2 | 158.1 | +8.9% |
| Financing | |||
| Paid capital expenditure | 144.8 | 116.7 | +24.1% |
| Current free operating cash flow(1) (2) | 150.6 | 176.7 | -14.7% |
| Shareholders' equity | 2,833.9 | 2,644.2 | +7.2% |
| Net financial debt | 1,508.8 | 1,524.1 | -1.0% |
| Data per share | |||
| Net income from current operations, Group share, per share(1) (3) | €2.40 | €2.33 | +3.0% |
(1) Throughout this present activity report, "Current" means "before other operating revenue and expenses".
(2) Current free operating cash flow: current EBITDA after deduction of notional tax, changes in working capital requirement and paid capital expenditure.
(3) The weighted average number of outstanding shares was 79,035,849 in the 1st half of 2017 compared with 78,909,966 in the 1st half of 2016.
| Non-audited | Revenue | Revenue | Change | Comparable | ||
|---|---|---|---|---|---|---|
| quaterly | 2017 | 2016 | in revenue | Change(1) | of which | of which |
| data | (€ millions) | (€ millions) | (% previous year) | (% previous year) | Volume | Price/Mix |
| st quarter 1 |
1,113.2 | 1,038.1 | +7.2% | +2.4% | +2.4% | +0.0% |
| nd quarter 2 |
1,107.1 | 1,058.6 | +4.6% | +1.2% | +0.2% | +1.0% |
| st half 1 |
2,220.3 | 2,096.7 | +5.9% | +1.8% | +1.4% | +0.5% |
Revenue for the 1st half of 2017 totaled €2,220.3 million, a +5.9% increase on a reported basis from the same period in 2016. This improvement results from:
(1) Throughout the present activity report, "comparable change" or "on a comparable basis" mean "at comparable Group structure and exchange rates".
| % of consolidated | % of consolidated | |||
|---|---|---|---|---|
| Revenue | % change | revenue as of | revenue as of | |
| (€ millions) | H1 2017 | H1 17 vs. H1 16 | 06.30.2017 | 06.30.2016 |
| Western Europe | 954.0 | +3.5% | 43% | 44% |
| of which France | 251.8 | +0.9% | 11% | 12% |
| United States / Canada | 559.5 | +8.8% | 25% | 25% |
| Emerging countries | 603.7 | +9.8% | 27% | 26% |
| Others (Japan / Australia) | 103.1 | -7.1% | 5% | 5% |
| Total | 2,220.3 | +5.9% | 100% | 100% |
| Non-audited quarterly data (€ millions) |
2017 | 2016 | % Change |
|---|---|---|---|
| st quarter 1 |
147.2 | 135.4 | +8.7% |
| Operating margin | 13.2% | 13.0% | +0.2 point |
| nd quarter 2 |
165.4 | 157.7 | +4.9% |
| Operating margin | 14.9% | 14.9% | stable |
| st half 1 |
312.6 | 293.0 | +6.7% |
| Operating margin | 14.1% | 14.0% | +0.1 point |
Current operating income totaled €312.6 million in the 1st half of 2017, a +6.7% increase against the 1st half of 2016. The Group's operating margin improved by +10 basis points to 14.1% even though several small bolt-on acquisitions with which synergies will gradually ramp up over the next three years have been completed since 2016.
Imerys' profitability benefited from a positive contribution from volumes (+€19.3 million), the price-mix component (+€8.8 million) and variable costs, which improved by €0.5 million thanks to operating excellence programs and efficient procurement. Fixed costs and overheads increased by €20.9 million, due on one hand to the increase in production and, on the other, the gradual setup of the human and industrial resources needed to ensure the Group's future growth (excellence programs, development teams, additional production capacities, etc.).
Net income from current operations rose +3.2% to €189.7 million (€183.9 million in 1st half of 2016). It takes the following into account:
The Group's share of net income from current operations per share rose +3.0% to €2.40.
Other operating income and expenses, net of tax, most of which correspond to transaction costs, totaled -€17.5 million in the 1 st half of 2017 compared with -€25.8 million in the 1st half of 2016. After taking these other operating income and expenses, the Group's share of net income reached €172.2million (€158.1 million in 1st half of 2016).
| (€ millions) | 06.30.2017 | 06.30.2016 |
|---|---|---|
| Current EBITDA | 428.3 | 416.9 |
| Changes in operating working capital requirement | (44.4) | (48.3) |
| Paid capital expenditure | (144.8) | (116.7) |
| Notional tax | (92.2) | (86.8) |
| Subsidies, value of divested assets and miscellaneous | 3.7 | 11.6 |
| Current free operating cash flow | 150.6 | 176.7 |
| Paid financial expenses | (30.4) | (14.4) |
| Other working capital requirement items | (7.3) | 15.4 |
| Current free cash flow | 113.0 | 177.7 |
Imerys generated high current free operating cash flow at €150.6 million in the 1st half of 2017, compared with €176.7 million in the 1st half 2016. It mainly results from the following items:
| (€ millions) | 06.30.2017 | 12.31.2016 | 06.30.2016 |
|---|---|---|---|
| Paid dividends | (149.2) | (139.0) | (138.9) |
| Net financial debt, end of period | 1,508.8 | 1,366.5 | 1,524.1 |
| Average net debt | 1,489.2 | 1,516.5 | 1,556.3 |
| Shareholders' equity | 2,833.9 | 2,914.2 | 2,644.2 |
| Current EBITDA(2) | 428.3 | 818.9 | 416.9 |
| Net debt / Shareholders' equity | 53.2% | 46.9% | 57.6% |
| Net debt / Current EBITDA | 1.8 x | 1.7 x | 1.8x |
The Group's net financial debt amounts to €1,508.8 million as of the end of June 2017, representing 53% of shareholders' equity and 1.8x current EBITDA. Generation of €150.6 million in current free operating cash flow in the 1st half of 2017 covered the dividend distribution (€149.2 million).
Thanks to the €600 million bond with a 10-year maturity and an annual coupon of 1.5% issued in January 2017 and the reimbursement, in April 2017, of an outstanding €500 million bond with an annual coupon of 5%, the Group was able to extend its average debt maturity to 7.5 years and reduce its average financial cost to 2.2%.
Following the announcement of the Kerneos acquisition project, Moody's long-term credit rating for Imerys, which has been Baa 2 since 2011, was confirmed and with a stable outlook. Standard & Poors' credit rating for the Group is BBB, also with a stable outlook.
(2) EBITDA rolling 12 months.
On July 18, Imerys closed the acquisition of Kerneos, the world leader in high-performance calcium aluminate binders. With revenue of €417 million and EBITDA of €99 million in 2016, Kerneos develops high performance binders that contribute key properties (rapid hardening, self-leveling, sealing and wear, corrosion or heat resistance), to its customers' innovative solutions for the construction (screed and adhesive tiles mortars, etc.), civil engineering (sewage system infrastructure, etc.) or refractories (protection of blast furnaces, thermal power plant, etc.) sectors.
With this operation, the Group enhances its specialty offering in high-potential markets and improves its growth and profitability profile while creating value.
This transaction is expected to have a positive impact on net income from current operations per share from the first full year of consolidation and to rapidly create value, notably thanks to synergies estimated at €23 million in third full year of consolidation.
Kerneos is consolidated in Imerys' accounts since July 18, 2017, and will be part of the High Resistance Minerals business group.
The acquisition is entirely funded from the Group's available resources; it preserves Imerys' sound financial situation, while complying with its goal of maintaining an "investment grade" credit rating.
In the second half of the year, while the Group will continue to benefit from its development strategy and from its operating excellence and innovation programs, it will also start to reap the profits from the integration of its recent acquisitions, particularly Kerneos. In this context and at constant market conditions and exchange rates, the Group is confident in its ability to grow its net income from current operations in 2017 by more than +7% compared to last year.
| Revenue | Revenue | % Current | % Structure | % Exchange | % Comparable | |
|---|---|---|---|---|---|---|
| (€ millions) | H1 2017 | H1 2016 | change | effect | Rate effect | change |
| Revenue of which: | 2,220.3 | 2,096.7 | +5.9% | +2.5% | +1.6% | +1.8% |
| Energy Solutions & Specialties | 653.6 | 617.0 | +5.9% | +3.0% | +2.1% | +0.9% |
| Filtration & Performance Additives | 629.4 | 570.3 | +10.4% | +3.3% | +1.9% | +5.2% |
| Ceramic Materials | 611.8 | 634.6 | -3.6% | -0.5% | +0.7% | -3.8% |
| High Resistance Minerals | 355.7 | 299.8 | +18.6% | +7.2% | +2.0% | +9.5% |
| Holding & Eliminations | (30.2) | (25.0) | n.s. | n.s. | n.s. | n.s. |
(29% of consolidated revenue in 1st half 2017)
| Non-audited quarterly data (€ millions) |
2017 | 2016 | % Current change |
% Comparable change |
|---|---|---|---|---|
| st quarter revenue 1 |
321.6 | 300.8 | +6.9% | +1.0% |
| nd quarter revenue 2 |
332.0 | 316.2 | +5.0% | +0.7% |
| st half revenue 1 |
653.6 | 617.0 | +5.9% | +0.9% |
| Current operating income | 68.8 | 67.0 | +2.6% | |
| Operating margin | 10.5% | 10.9% | -0.4 point |
The Energy Solutions & Specialties business group's revenue totaled €653.6 million in the 1st half of 2017 (+5.9% on a reported basis). This change takes into account a +€18.5 million positive structure effect, mainly resulting from the acquisitions in the Monolithic Refractories division (in particular SPAR in the United States and several smaller acquisitions) and an exchange rate impact of +€12.7 million. At comparable structure and exchange rates, revenue increased +0.9% from the same period in 2016.
The Carbonates division's sales benefited from the favourable trend in the construction and packaging markets, while the paper market remained weak.
In the Monolithic Refractories division, activity was stable in the 1st half of 2017. While sales held out well in India and Asia-Pacific, they decreased slightly in Europe.
The Graphite & Carbon division's sales remained vibrant in the 1st half of 2017. The Group continued to implement its investment program (R&D, industrial capacities and mineral resources), through the acquisition of Nippon Power Graphite (NPG), a technology development company which is active in materials for lithium-ion battery anodes, and the startup of the new natural graphite production unit in Namibia.
In the Oilfield Solutions division, the Group maintained an active industrial and commercial presence on a ceramic proppant market that remained as weak as in the previous year. Over the year as a whole, at unchanged market conditions and foreign exchanges, the Group confirms that this division's negative contribution to the Group's operating income should not be greater than in 2016 (-€23 million).
Current operating income rose +2.6% to €68.9 million, particularly thanks to a positive price-mix effect and lower variable costs.
Given these items, the business group's operating margin is 10.5%.
(28% of consolidated revenue in 1st half 2017)
| Non-audited quarterly data (€ millions) |
2017 | 2016 | % Current change |
% Comparable change |
|---|---|---|---|---|
| st quarter revenue 1 |
312.4 | 278.2 | +12.3% | +6.5% |
| nd quarter revenue 2 |
317.0 | 292.1 | +8.5% | +4.0% |
| st half revenue 1 |
629.4 | 570.3 | +10.4% | +5.2% |
| Current operating income | 125.0 | 105.0 | +19.0% | |
| Operating margin | 19.9% | 18.4% | +1.5 point |
The Filtration & Performance Additives business group's revenue totaled €629.4 million in the 1st half of 2017, a +10.4% increase. It takes into account a structure effect of +€18.8 million related to the acquisition of Damolin, and an exchange rate effect of +€10.6 million.
At comparable structure and exchange rates, revenue increased +5.2% in the 1st half of 2017.
On robust markets, particularly polymers for the automotive sector, the Performance Additives division's sales continued to grow, despite a strike at one of the main production sites in the 2nd quarter of 2017.
The Filtration division benefited from the growth of its markets in the 1st half of 2017 (filtration of edible or industrial liquids, etc.). The Group continued its developments, particularly in the health & beauty, construction and agriculture markets.
The Metallurgy division enjoyed a healthy sales momentum, the upturn on steel markets and the integration of Damolin's specialty offering (industrial absorbents, etc.).
The business group's operating income grew +19.0% to €125 million in the 1st half of 2017. Operating margin improved +1.5 point to 19.9%.
Furthermore, Imerys appointed an independent international organization(3) to conduct an audit on the supply chain of its Pakistani supplier of talc from Afghanistan. The audit's findings showed that, given changes in these supply conditions, compliance with the Group's requirements of its suppliers could no longer be guaranteed. Consequently, the Group has discontinued the purchases in question, which represent less than 1% of its talc sales, and alternative sourcing has been set up.
(27% of consolidated revenue in 1st half 2017)
| Non-audited quarterly data (€ millions) |
2017 | 2016 | % Current change |
% Comparable change |
|---|---|---|---|---|
| st quarter revenue 1 |
310.9 | 323.2 | -3.8% | -4.7% |
| nd quarter revenue 2 |
300.9 | 311.4 | -3.3% | -2.9% |
| st half revenue 1 |
611.8 | 634.6 | -3.6% | -3.8% |
| Current operating income | 107.0 | 113.7 | -5.9% | |
| Operating margin | 17.5% | 17.9% | -0,4 point |
The Ceramic Materials business group's revenue amounted to €611.8 million in the 1st half of 2017. The -3.6% change compared with the 1st half of 2016 factors in a +€4.5 million exchange rate effect and a slight structure impact of -€3.2 million (divestment of a site). It can be primarily attributed to the slump in the paper market and to an unfavorable basis of comparison related to the onetime volumes that the Kaolin division had benefited from in the early months of 2016, as it was integrating BASF's paper hydrous kaolin acquired at the end of 2015.
(3) ACAS Consulting
In the Roofing division, the clay roof tile market was down -2.0% in the first half year, according to FFTB (Fédération française de tuiles et briques), particularly due to a lackluster renovation market, while new construction continued its growth momentum. The trend, however, improved in the 2nd quarter 2017.
The Ceramics division's sales showed healthy trends on the floor tile, sanitary ware and technical ceramics markets, and were particularly driven by emerging countries.
In this context, current operating income fell -5.9% to €107.0 million in the 1st half of 2017 and operating margin was 17.5%, a -0.4 point decrease compared with the 1st half of 2016.
(16% of consolidated revenue in 1st half 2017)
| Non-audited quarterly data (€ millions) |
2017 | 2016 | % Current change |
% Comparable change |
|---|---|---|---|---|
| st quarter revenue 1 |
184.2 | 148.3 | +24.2% | +14.6% |
| nd quarter revenue 2 |
171.5 | 151.5 | +13.2% | +4.4% |
| st half revenue 1 |
355.7 | 299.8 | +18.6% | +9.5% |
| Current operating income | 47.5 | 40.0 | +18.8% | |
| Operating margin | 13.4% | 13.3% | +0.1 pt |
The High Resistance Minerals business group's revenue totaled €355.7 million in the 1st half of 2017. On a reported basis, it increased +18.6% compared with the 1st half of 2016. It includes a structure effect of +€21.6 million relating to the consolidation of the Alteo Group's specialty aluminas and a +€6.0 million exchange rate impact.
At comparable structure and exchange rates, sales growth in the Fused Minerals and Refractory Minerals divisions, which had been boosted by inventory rebuilding in the 1st quarter (+14.6%) amounted to +4.4% in the 2nd quarter. It was supported by a strong refractory market and industrial output.
The business group's current operating income rose 18.8% to €47.5 million in the 1st half of 2017. The business group's operating margin increased +0.1 point to 13.4%.
On June 29, 2017, Imerys signed an agreement for the acquisition of Zhejiang Zr-Valley, a leading producer of zirconium oxychloride and high-purity zirconia in China which generate revenue of approximately CNY 220 million (€29 million). With this transaction, Imerys extends its high-purity zirconia specialty offering. The transaction should be closed during the 3rd quarter of 2017.
Related parties disclosures in the 1st half of 2017 are detailed in the present 2017 Half-Year Financial Report: Chapter 2 - Financial Statements - Note 21.
An analysis of major risks is regularly conducted within the Group. It results in the mapping of the estimated potential impact of each identified risk and the extent to which it is controlled. This risk analysis and management process is described in detail in the Report of the Chairman of the Board of Directors in section 4.2 of the 2016 Registration Document. The main risks and risk factors the Group is facing and their management as well as associated control methods are presented in section 4.1 of the 2016 Registration Document. The main categories of identified risks in chapter 4, section 1 of the 2016 Registration Document are risks related to Imerys' business, industrial and environmental risks, legal risks and risks relating to financial markets.
Information related to the management of risks arising from financial liabilities in the 1st half of 2017 are detailed in the present Half-Year Financial Report: Chapter 2 - Financial Statements - Note 18.2.
Management considers that assessment of main risks and uncertainties for the last six months of the year 2017 is unchanged with respect to the description provided in chapter 4, section 1 of the 2016 Registration Document.
| (€ millions) | Notes | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|---|
| Revenue | 4 | 2,220.3 | 2,096.7 | 4,165.2 |
| Current income and expenses | (1,907.7) | (1,803.7) | (3,583.1) | |
| Raw materials and consumables used | 5 | (687.5) | (655.9) | (1,303.2) |
| External expenses | 6 | (605.6) | (563.7) | (1,115.7) |
| Staff expenses | 7 | (475.0) | (446.9) | (898.6) |
| Taxes and duties | (28.6) | (27.1) | (49.1) | |
| Amortization, depreciation and impairment losses | (122.8) | (113.2) | (225.8) | |
| Other current income and expenses | 11.8 | 3.1 | 9.3 | |
| Current operating income | 312.6 | 293.0 | 582.1 | |
| Other operating income and expenses | 8 | (24.2) | (33.4) | (88.8) |
| Gain or loss from obtaining or losing control | (14.5) | (1.9) | (14.5) | |
| Other non-recurring items | (9.7) | (31.5) | (74.3) | |
| Operating income | 288.4 | 259.6 | 493.3 | |
| Net financial debt expense | (27.4) | (24.9) | (52.7) | |
| Income from securities | 5.3 | 6.0 | 12.3 | |
| Gross financial debt expense | (32.7) | (30.9) | (65.0) | |
| Other financial income and expenses | (14.8) | (4.2) | (3.7) | |
| Other financial income | 111.7 | 126.0 | 236.5 | |
| Other financial expenses | (126.5) | (130.2) | (240.2) | |
| Financial income (loss) | 9 | (42.2) | (29.1) | (56.4) |
| Income taxes | 10 | (73.1) | (70.5) | (142.2) |
| Net income | 173.1 | 160.0 | 294.7 | |
| Net income, Group share(1) | 11 | 172.2 | 158.1 | 292.8 |
| Net income, share of non-controlling interests | 0.9 | 1.9 | 1.9 | |
| (1) Net income per share | ||||
| Basic net income per share (in €) | 12 | 2.18 | 2.00 | 3.72 |
| Diluted net income per share (in €) | 12 | 2.14 | 1.97 | 3.66 |
| (€ millions) | Notes | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|---|
| Net income | 173.1 | 160.0 | 294.7 | |
| Items never reclassified subsequently to profit or loss | ||||
| Post-employment employee benefits | 19.0 | (59.5) | 12.8 | |
| Actuarial gains and (losses), excess of the actual return on assets | ||||
| over their normative return in profit or loss | 19.0 | (59.5) | 12.8 | |
| Income taxes on items never reclassified | 10 | (3.2) | 13.1 | (3.3) |
| Items that may be reclassified subsequently to profit or loss | ||||
| Cash flow hedges | (6.5) | 24.3 | 25.8 | |
| Recognition in equity | 1.7 | 15.1 | 19.1 | |
| Reclassification in profit or loss | (8.2) | 9.2 | 6.7 | |
| Translation reserve | (132.3) | 13.3 | 68.9 | |
| Recognition in equity | (132.0) | 13.5 | 67.9 | |
| Reclassification in profit or loss | (0.3) | (0.2) | 1.0 | |
| Income taxes on items that may be reclassified | 10 | (8.2) | (6.8) | (3.2) |
| Other comprehensive income | (131.2) | (15.6) | 101.0 | |
| Total comprehensive income | 41.9 | 144.4 | 395.7 | |
| Total comprehensive income, Group share | 43.0 | 142.1 | 390.5 | |
| Total comprehensive income, share of non-controlling interests | (1.1) | 2.3 | 5.2 |
| (€ millions) | Notes | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|---|
| Non-current assets | 4,309.8 | 4,140.1 | 4,343.3 | |
| Goodwill | 13 | 1,692.6 | 1,619.1 | 1,674.7 |
| Intangible assets | 14 | 72.4 | 72.9 | 81.6 |
| Mining assets | 15 | 560.3 | 570.4 | 585.4 |
| Property, plant and equipment | 15 | 1,624.2 | 1,561.2 | 1,686.5 |
| Joint ventures and associates | 115.7 | 144.5 | 122.5 | |
| Other financial assets | 96.8 | 27.3 | 40.0 | |
| Other receivables | 33.5 | 37.5 | 40.5 | |
| Derivative financial assets | 24.8 | 24.7 | 17.8 | |
| Deferred tax assets | 89.5 | 82.5 | 94.3 | |
| Current assets | 2,358.8 | 2,462.7 | 2,389.1 | |
| Inventories | 17 | 711.3 | 722.5 | 712.5 |
| Trade receivables | 665.8 | 638.4 | 608.1 | |
| Other receivables | 262.3 | 259.5 | 234.4 | |
| Derivative financial assets | 8.1 | 20.9 | 14.9 | |
| Other financial assets(1) | 18.1 | 8.5 | 11.3 | 9.6 |
| Cash and cash equivalents(1) | 18.1 | 702.8 | 810.1 | 809.6 |
| Consolidated assets | 6,668.6 | 6,602.8 | 6,732.4 | |
| Equity, Group share | 2,786.9 | 2,602.8 | 2,861.5 | |
| Capital | 159.9 | 159.4 | 159.2 | |
| Premiums | 550.8 | 536.6 | 529.7 | |
| Reserves | 1,904.0 | 1,748.7 | 1,879.8 | |
| Net income, Group share | 172.2 | 158.1 | 292.8 | |
| Equity, share of non-controlling interests | 47.0 | 41.4 | 52.7 | |
| Equity | 2,833.9 | 2,644.2 | 2,914.2 | |
| Non-current liabilities | 2,902.8 | 2,877.9 | 2,356.7 | |
| Employee benefit liabilities | 261.2 | 372.5 | 295.4 | |
| Other provisions | 333.6 | 310.0 | 343.8 | |
| Loans and financial debts(1) | 18.1 | 2,189.9 | 2,115.9 | 1,601.7 |
| Other debts | 33.0 | 40.9 | 38.5 | |
| Derivative financial liabilities | - | 5.7 | 4.6 | |
| Deferred tax liabilities | 85.1 | 32.9 | 72.7 | |
| Current liabilities | 931.9 | 1,080.7 | 1,461.5 | |
| Other provisions | 22.9 | 21.2 | 22.6 | |
| Trade payables | 460.2 | 448.7 | 422.7 | |
| Income taxes payable | 98.9 | 84.2 | 79.1 | |
| Other debts | 292.0 | 266.3 | 336.5 | |
| Derivative financial liabilities | 6.3 | 7.6 | 5.2 | |
| Loans and financial debts(1) | 18.1 | 48.3 | 214.3 | 584.0 |
| Bank overdrafts(1) | 18.1 | 3.3 | 38.4 | 11.4 |
| Consolidated equity and liabilities | 6,668.6 | 6,602.8 | 6,732.4 | |
| (1) Positions included in the calculation of the net financial debt | 18.1 | 1,508.8 | 1,524.1 | 1,366.5 |
| Equity, Group share | Equity, | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Reserves | Net | share | |||||||||
| Cash | income, | of non- | |||||||||
| Treasury | flow | Translation | Other | Group | controlling | ||||||
| (€ millions) | Capital | Premiums | shares hedges | reserve reserves | Subtotal | share | Subtotal | interests | Total | ||
| Equity as of January 1, 2016 | 159.2 | 530.2 | (14.3) | (11.2) | (231.4) | 2,143.2 | 1,886.3 | 68.4 | 2,644.1 | 27.8 2,671.9 | |
| Total comprehensive income | - | - | - | 15.9 | 14.4 | (46.3) | (16.0) | 158.1 | 142.1 | 2.3 | 144.4 |
| Transactions with shareholders | 0.2 | 6.4 | (54.7) | 0.0 | 0.0 | (66.9) | (121.6) | (68.4) | (183.4) | 11.3 | (172.1) |
| Allocation of 2015 net income | - | - | - | - | - | 68.4 | 68.4 | (68.4) | 0.0 | - | 0.0 |
| Dividend (€1.75 per share) | - | - | - | - | - | (137.5) | (137.5) | - | (137.5) | (1.5) | (139.0) |
| Capital increases in cash | 0.2 | 6.4 | - | - | - | - | 0.0 | - | 6.6 | - | 6.6 |
| Transactions on treasury shares(1) | - | - | (54.7) | - | - | (3.0) | (57.7) | - | (57.7) | - | (57.7) |
| Share-based payments | - | - | - | - | - | 5.3 | 5.3 | - | 5.3 | - | 5.3 |
| Transactions with non-controlling interests | - | - | - | - | - | (0.1) | (0.1) | - | (0.1) | 12.8 | 12.7 |
| Equity as of June 30, 2016 | 159.4 | 536.6 | (69.0) | 4.7 | (217.0) | 2,030.0 | 1,748.7 | 158.1 | 2,602.8 | 41.4 2,644.2 | |
| Total comprehensive income | - | - | - | 1.1 | 56.8 | 55.8 | 113.7 | 134.7 | 248.4 | 2.9 | 251.3 |
| Transactions with shareholders | (0.2) | (6.9) | 12.3 | 0.0 | 0.0 | 5.1 | 17.4 | 0.0 | 10.3 | 8.4 | 18.7 |
| Dividend | - | - | - | - | - | - | 0.0 | - | 0.0 | (0.4) | (0.4) |
| Capital increases in cash | 0.4 | 9.2 | - | - | - | - | 0.0 | - | 9.6 | - | 9.6 |
| Capital decreases in cash | (0.6) | (16.1) | - | - | - | - | 0.0 | - | (16.7) | - | (16.7) |
| Transactions on treasury shares | - | - | 12.3 | - | - | - | 12.3 | - | 12.3 | - | 12.3 |
| Share-based payments | - | - | - | - | - | 5.2 | 5.2 | - | 5.2 | - | 5.2 |
| Transactions with non-controlling interests | - | - | - | - | - | - | 0.0 | - | 0.0 | 8.7 | 8.7 |
| Reclassification | - | - | - | - | - | (0.1) | (0.1) | - | (0.1) | 0.1 | 0.0 |
| Equity as of December 31, 2016 | 159.2 | 529.7 | (56.7) | 5.8 | (160.2) | 2,090.9 | 1,879.8 | 292.8 | 2,861.5 | 52.7 2,914.2 | |
| Total comprehensive income | - | - | - | (4.2) | (140.9) | 15.9 | (129.2) | 172.2 | 43.0 | (1.1) | 41.9 |
| Transactions with shareholders | 0.7 | 21.1 | 15.0 | 0.0 | 0.0 | 138.4 | 153.4 | (292.8) | (117.6) | (4.6) | (122.2) |
| Allocation of 2016 net income | - | - | - | - | - | 292.8 | 292.8 | (292.8) | 0.0 | - | 0.0 |
| Dividend (€1.87 per share) | - | - | - | - | - | (148.2) | (148.2) | - | (148.2) | (0.9) | (149.1) |
| Capital increases in cash | 0.7 | 21.1 | - | - | - | - | 0.0 | - | 21.8 | 2.7 | 24.5 |
| Transactions on treasury shares | - | - | 15.0 | - | - | (12.6) | 2.4 | - | 2.4 | - | 2.4 |
| Share-based payments | - | - | - | - | - | 6.7 | 6.7 | - | 6.7 | - | 6.7 |
| Transactions with non-controlling interests | - | - | - | - | - | (0.3) | (0.3) | - | (0.3) | (6.4) | (6.7) |
| Equity as of June 30, 2017 | 159.9 | 550.8 | (41.7) | 1.6 | (301.1) | 2,245.2 | 1,904.0 | 172.2 | 2,786.9 | 47.0 2,833.9 |
(1) €57.7 million = €61.7 million (total Imerys shares acquired in the 1st half of 2016) -€4.0 million (Imerys shares remitted to the S&B group former shareholders in the 1st half of 2016 (Note 13)).
| (€ millions) | Notes | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|---|
| Cash flow from operating activities | 221.4 | 241.4 | 633.6 | |
| Cash flow generated by current operations | Appendix 1 | 345.0 | 346.3 | 834.8 |
| Interests paid | (53.9) | (31.2) | (57.1) | |
| Income taxes on current operating income and financial income (loss) | (61.2) | (50.0) | (102.0) | |
| Dividends received from available-for-sale financial assets | 0.4 | (0.2) | (0.2) | |
| Cash flow generated by other operating income and expenses | Appendix 2 | (8.9) | (23.5) | (41.9) |
| Cash flow from investing activities | (269.6) | (92.6) | (279.2) | |
| Acquisitions of intangible assets and property, plant and equipment | Appendix 3 | (144.8) | (116.7) | (278.4) |
| Acquisitions of investments in consolidated entities after deduction of cash acquired | (75.6) | (15.3) | (44.5) | |
| Transaction costs | (13.7) | (2.8) | (13.5) | |
| Acquisitions of available-for-sale financial assets | - | - | (6.1) | |
| Disposals of intangible assets and property, plant and equipment | Appendix 3 | 4.1 | 23.3 | 27.4 |
| Disposals of investments in consolidated entities after deduction of cash disposed of | 3.8 | 8.1 | 27.6 | |
| Net change in financial assets | (48.8) | 4.7 | (4.2) | |
| Paid-in interests | 5.4 | 6.1 | 12.5 | |
| Cash flow from financing activities | (38.7) | 191.3 | 6.2 | |
| Capital increases and decreases in cash | 24.5 | 6.6 | (0.5) | |
| Disposals (acquisitions) of treasury shares | (1.6) | (61.7) | (49.4) | |
| Dividends paid to shareholders | (148.2) | (137.5) | (137.5) | |
| Dividends paid to non-controlling interests | (0.9) | (1.5) | (1.9) | |
| Acquisitions of investments in consolidated entities from non-controlling interests | (0.2) | (0.1) | (0.1) | |
| Loan issues(1) | 597.8 | 611.8 | 604.0 | |
| Loan repayments(2) | (532.4) | (1.8) | (4.1) | |
| Net change in other debts(3) | 22.3 | (224.5) | (404.3) | |
| Change in cash and cash equivalents | (86.9) | 340.1 | 360.6 |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Opening cash and cash equivalents | 798.1 | 411.6 | 411.6 |
| Change in cash and cash equivalents | (86.9) | 340.1 | 360.6 |
| Impact of changes due to exchange rate fluctuations | (11.7) | 20.0 | 25.9 |
| Closing cash and cash equivalents(4) | 699.5 | 771.7 | 798.1 |
| Cash | 500.1 | 382.2 | 568.8 |
| Cash equivalents | 202.7 | 427.9 | 240.8 |
| Bank overdrafts | (3.3) | (38.4) | (11.5) |
(1) Of which as of June 30, 2017, a €600.0 million bond issue as part of the Euro Medium Term Note program (EMTN) (Note 18.2) (€600,0 million as of June 30, 2016 and €600,0 million as of December 31, 2016).
(2) Of which as of June 30, 2017, a €600.0 million matured bond repayment.
(3) Of which as of June 30, 2016, a -€217.6 million net change in short term negotiable debt securities.
(4) As of June 30 2017, the position "Closing cash and cash equivalents" comprises a balance of €2.9 million (€3.4 million as of June 30, 2016 and €2.5 million as of December 31, 2016) not available for Imerys SA and its subsidiaries, of which €1.0 million (€1.3 million as of June 30, 2016 and €1.1 million as of December 31, 2016) with respect to foreign exchange control legislations and €1.9 million (€2.1 million as of June 30, 2016 and €1.4 million as of December 31, 2016) with respect to statutory requirements.
| (€ millions) | Notes | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|---|
| Net income | 173.1 | 160.0 | 294.7 | |
| Adjustments | 249.2 | 254.4 | 514.8 | |
| Income taxes | 10 | 73.1 | 70.5 | 142.2 |
| Share in net income of joint ventures and associates | (0.8) | (2.7) | (1.7) | |
| Dividends received from joint ventures and associates | 2.6 | 4.3 | 5.6 | |
| Impairment losses on goodwill | 8 & 13 | - | 0.5 | 0.5 |
| Share in net income of associates out of the recurring business | 0.1 | (0.8) | 0.1 | |
| Other operating income and expenses excluding impairment losses on goodwill | 24.1 | 33.7 | 88.2 | |
| Net operating amortization and depreciation | Appendix 3 | 122.8 | 113.0 | 225.6 |
| Net operating impairment losses on assets | (2.5) | 4.0 | 7.4 | |
| Net operating provisions | (6.1) | 11.5 | (1.8) | |
| Net interest income and expenses | 29.4 | 26.3 | 53.7 | |
| Share-based payments expense | 6.7 | 5.3 | 10.5 | |
| Change in fair value of hedge instruments | 0.2 | (0.4) | (2.1) | |
| Income from current disposals of intangible assets and property, plant and equipment | (0.4) | (10.8) | (13.4) | |
| Change in the working capital requirement | (77.3) | (68.1) | 25.3 | |
| Inventories | (16.9) | 12.9 | 58.5 | |
| Trade accounts receivable, advances and down payments received | (63.0) | (75.4) | (25.5) | |
| Trade accounts payable, advances and down payments paid | 35.5 | 14.2 | (18.6) | |
| Other receivables and debts | (32.9) | (19.8) | 10.9 | |
| Cash flow generated by current operations | 345.0 | 346.3 | 834.8 |
| (€ millions) | Notes | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|---|
| Other operating income and expenses | 8 | (24.2) | (33.4) | (88.8) |
| Adjustments | 15.3 | 9.9 | 46.9 | |
| Transaction costs | 13.7 | 2.8 | 13.5 | |
| Income from disposals of consolidated investments and available-for-sale financial assets | 8 | 0.8 | (0.9) | 1.0 |
| Impairment losses on goodwill | 8 & 13 | - | 0.5 | 0.5 |
| Income from non-recurring disposals of intangible assets and property, plant and equipment | 8 | 0.1 | (1.0) | (1.0) |
| Other net operating amortization and depreciation | Appendix 3 | 0.7 | 6.5 | 22.4 |
| Other net operating provisions | 8 | (4.3) | (5.1) | 1.0 |
| Share in net income of associates out of the recurring business | 0.1 | (0.8) | 0.1 | |
| Income taxes paid on other operating income and expenses | 4.2 | 7.9 | 9.4 | |
| Cash flow generated by other operating income and expenses | (8.9) | (23.5) | (41.9) |
| Notes | 06.30.2017 | 06.30.2016 | 2016 | |
|---|---|---|---|---|
| Consolidated statement of cash flows | ||||
| Acquisitions of intangible assets and property, plant and equipment | (144.8) | (116.7) | (278.4) | |
| Intangible assets | 14 | (2.9) | (3.1) | (9.5) |
| Property, plant and equipment | 15 | (115.5) | (89.1) | (279.0) |
| Neutralization of finance lease acquisitions | - | - | 0.1 | |
| Change in payables on acquisitions of intangible assets and property, plant and equipment | (26.4) | (24.5) | 10.0 | |
| Disposals of intangible assets and property, plant and equipment | 4.1 | 23.3 | 27.4 | |
| Intangible assets | 14 | - | 13.2 | 13.6 |
| Property, plant and equipment | 15 | 3.5 | (1.7) | (0.5) |
| Income on asset disposals | 0.4 | 10.8 | 13.4 | |
| Income on non-recurring asset disposals | 8 | (0.1) | 1.0 | 1.0 |
| Change in receivables on disposals of intangible assets and property, plant and equipment | 0.3 | - | (0.1) | |
| Appendix 1 | ||||
| Net operating amortization and depreciation | 122.8 | 113.0 | 225.6 | |
| Increases in amortization - intangible assets | 14 | 5.2 | 4.9 | 9.5 |
| Increases in depreciation - property, plant and equipment | 15 | 118.3 | 112.0 | 223.5 |
| Amortization and depreciation reversals - intangible assets and property, plant and equipment | (0.7) | (3.7) | (7.2) | |
| Neutralization of finance leases depreciation | - | (0.2) | (0.2) | |
| Appendix 2 | ||||
| Other net operating amortization and depreciation | 0.7 | 6.5 | 22.4 | |
| Impairment losses - intangible assets | 14 | - | 0.1 | 0.7 |
| Impairment losses - property, plant and equipment | 15 | 1.7 | 7.8 | 25.2 |
| Reversal of impairment losses - property, plant and equipment | 15 | (1.0) | (1.4) | (3.5) |
The June 30, 2017 half-year financial statements are intended to provide an update on the complete set of annual financial statements as of December 31, 2016 compliant with IFRSs adopted within the European Union (hereafter "the Referential"). They are established in a condensed form in compliance with IAS 34, Interim financial information and do not include all disclosures for a complete set of financial statements as published for the annual closing. They shall thus be reviewed in relation with the Group annual financial statements published as of December 31, 2016. The adoption process within the European Union may create temporary time-lags at the closing date between the Referential and IFRSs. As of June 30, 2017, such a temporary time-lag exists for the amendments to IAS 7 and IAS 12 (Note 2.1) whose application was set by the IASB on January 1, 2017, but whose adoption within the European Union was delayed to the 3rd quarter of 2017. The financial statements have been closed on July 26, 2017 by the Board of Directors of Imerys SA, the Parent Company of the Group.
Imerys did not apply by anticipation any standard or interpretation in 2016 and 2017.
As of June 30, 2017, the adoption process of these amendements is in progress within the European Union.
Amendments to IAS 7: Disclosure Initiative. The objective of this amendment is to improve the disclosures on changes in liabilities arising from financing activities. Since these disclosures pertain to a note released on a yearly basis, they shall be provided for the first time as on December 31, 2017.
Besides, the amendments to IAS 12, Income Taxes: Recognition of Deferred Tax Assets for Unrealized Losses, do not apply at Imerys. Indeed, these amendments clarify the conditions to recognize deferred tax assets related to debt instruments measured at fair value, a measurement basis that is not used by the Group for this type of liabilities.
Imerys did not perform any voluntary change in accounting policy in 2016 and 2017.
No correction of error was performed in 2016 and 2017.
On the basis of the last projected adoption agenda of IFRSs within the European Union dated July 13, 2017 published by the EFRAG (European Financial Reporting Advisory Group), Imerys will apply the following standards and interpretations after June 30, 2017.
Amendments to IFRS 2, Classification and Measurement of Share-based Payment Transactions. This amendment is providing clarifications on equity-settled share-based payments. It specifies that such a transaction is fully addressed as an equitysettled payment, even if it is incidentally resulting into a cash settlement with respect to a tax obligation. Besides, the amendment is providing clarifications on a type of transaction that is not in use at Imerys: cash-settled share-based payments. As of June 30, 2017, the adoption process of these amendements is in progress within the European Union.
IFRS 9, Financial Instruments. IFRS 9 is intended to replace current standard IAS 39 on financial instruments. The improvements introduced by IFRS 9 include a classification and measurement model of financial instruments, an impairment loss model based upon expected losses and no longer upon past credit events, as well as a new approach to hedge accounting. The classification and measurement model of financial instruments introduced by IFRS 9, simpler than that of current standard IAS 39, shall improve the readability of disclosures in Notes 9. Besides, no material impact is expected from the change from an incurred loss model to an expected loss model as a consequence of the limited exposure of Imerys to credit risk. In terms of hedge accounting, Imerys could consider the possibility to expand the scope of hedged items beyond its current state. Indeed, IFRS 9 is offering broader possibilities than IAS 39 in terms of designation of items eligible to hedge accounting. At last, as a result of the derivative instruments used as part of its hedging policy, the Group shall be affected by the new recognition requirements applicable to changes in the time value of options. The latter shall be recognized in equity instead of profit or loss as is currently the case. Amendments to IFRS 7, Financial Instruments: Disclosures, state the disclosures that enable to understand the bridge, at the adoption date of standard IFRS 9, between the old and new financial instruments categories and the old and new measurement rules for the financial instruments held at that date. Amendments to IFRS 9, Financial Instruments state that the entities that will adopt IFRS 9 as of January 1, 2018 will not have to restate any comparative period. At that date, the bridge between the old and new financial instruments categories will be explained, as a result of the amendments to IFRS 7, by the disclosures provided in the notes and the difference between the old and new valuations of the financial instruments held at that date will be recognized as an adjustment of the consolidated equity as of January 1, 2018.
IFRS 15, Revenue from Contracts with Customers. This new standard, whose objective is to replace the current standard on revenue, is based upon two principles: recognition of the sale when the customer obtains control over the good or service and measurement for the amount of the expected payment. For sales of goods, the analysis in progress is particularly focusing on the impacts related to the use of some specific incoterms. For service contracts, the completed analysis specifically examined how the notion of control could influence the recognition pattern of revenue, considering if the customer obtains control over the service at a point in time or throughout time. The analysis of the various contracts types of the Monolithic Refractories business, the main business concerned by this issue, concluded that the requirements of the new standard would not result in any material impact.
IFRIC 22, Foreign Currency Transactions and Advance Consideration. In the absence of indications from standard IAS 21, The Effects of Changes in Foreign Exchange Rates, on the exchange rate applicable to anticipated payments and receipts related to transactions in foreign currencies, interpretation IFRIC 22 specifies that each payment and receipt is measured at the exchange rate at the date of the cash movement. Already facing the absence of indications from standard IAS 21 on this subject, Imerys had integrated that specification into its accounting policies as soon as 2014, based upon the guidance provided by the technical documentation of a first rank accounting firm. The Group is thus anticipating no impact related to the adoption of this interpretation. As of June 30, 2017, the adoption process of this interpretation is in progress within the European Union.
Besides, the amendments to IAS 40, transfers of Investment Property and to IFRS 4, Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts do not apply at Imerys.
IFRS 16, Leases. This standard abolishes for the lessee the current distinction between operating leases, recognized as expenses (Note 6) and finance leases, recognized as property, plant and equipment (Note 15) against a financial debt (Note 18.1) to require, for all leases, the recognition of a use right against a financial debt. This standard, whose application shall have an impact, mainly on the level of capital employed (Information by segments), the depreciation expense recognized in Current Operating Income, the interest expense recognized in Financial Income (Loss) (Note 9), the impairment tests (Note 16) and the financial ratios that the Group is required to comply with for part of its financing (Note 18.2) and the level of the commitments given with respect to the current operating leases contracts (Note 28, Chapter 6 of the 2016 Registration Document), is monitored by the Group since the first Exposure Draft was released in August 2010. The works performed since 2014 with the intent to define the perimeter of the contracts included in the scope of the standard, were extended in the second half of 2016 to the search for IT solutions to manage the volume of identified contracts. An IT solution was selected in the first half of 2017 and its implementation is in progress. It will be deployed in the second half of 2017 to store the contracts included in the scope of the standard. As of June 30, 2017, the adoption process of this standard is in progress within the European Union.
IFRIC 23, Uncertainty over Income Tax Treatments. This interpretation is clarifying how uncertainties related to the recognition and measurement of income taxes should be addressed. The entity shall presume that a taxation authority has access to all information necessary to carry out its examinations. The interpretation indicates the criteria that shall be examined to determine if several uncertainties shall be addressed together or separately. It requires the entity to assess whether it is probable that a taxation authority accepts an uncertain tax treatment and to draw the resulting consequences. Finally, the interpretation requires judgments and estimates to be reassessed in case of changes in facts and circumstances.
Standard IFRS 17, Insurance Contracts does not apply at Imerys.
The reported segments correspond to the four business groups of Imerys: Energy Solutions & Specialties (ESS); Filtration & Performance Additives (F&PA); Ceramic Materials (CM) and High Resistance Minerals (HRM). Each of the reported segments is thus engaged in the production and rendering of related goods and services presenting geological, industrial and commercial synergies and results from the aggregation of the Cash-Generating Units followed each month by the Executive Management in its business reporting. The Executive Management considers that the holding structures dedicated to the centralized financing of the Group are no segments. Their aggregates are thus presented in a reconciliation column with intersegment eliminations (IS&H).
Revenue from transactions of Imerys with each of its external customers never exceeds a threshold of 10.0% of the Group's revenue.
| (€ millions) | ESS | F&PA | CM | HRM | IS&H | Total |
|---|---|---|---|---|---|---|
| External revenue | 650.8 | 626.1 | 597.4 | 339.4 | 6.6 | 2,220.3 |
| Sales of goods | 548.5 | 572.8 | 517.5 | 333.5 | 5.8 | 1,978.1 |
| Rendering of services | 102.3 | 53.3 | 79.9 | 5.9 | 0.8 | 242.2 |
| Inter-segment revenue | 2.8 | 3.3 | 14.4 | 16.3 | (36.8) | 0.0 |
| Revenue | 653.6 | 629.4 | 611.8 | 355.7 | (30.2) | 2,220.3 |
| Current operating income | 68.8 | 125.0 | 107.0 | 47.5 | (35.7) | 312.6 |
| of which amortization, depreciation and impairment losses | (30.5) | (30.3) | (41.8) | (19.3) | (0.9) | (122.8) |
| Other operating income and expenses | (5.0) | (6.3) | (7.2) | (1.0) | (4.7) | (24.2) |
| Operating income | 63.8 | 118.7 | 99.8 | 46.5 | (40.4) | 288.4 |
| Financial income (loss) | (5.6) | (12.8) | (4.2) | (3.0) | (16.6) | (42.2) |
| Interest income | 1.8 | - | 3.0 | 0.4 | 0.3 | 5.5 |
| Interest expenses | (0.5) | (0.2) | - | (1.0) | (33.2) | (34.9) |
| Income taxes | (20.3) | (29.8) | (24.7) | (12.3) | 14.0 | (73.1) |
| Net income | 37.9 | 76.1 | 70.9 | 31.2 | (43.0) | 173.1 |
| (€ millions) | ESS | F&PA | CM | HRM | IS&H | Total |
|---|---|---|---|---|---|---|
| External revenue | 617.2 | 567.0 | 625.1 | 289.7 | (2.3) | 2,096.7 |
| Sales of goods | 521.2 | 513.8 | 541.6 | 282.7 | (2.3) | 1,857.0 |
| Rendering of services | 96.0 | 53.2 | 83.5 | 7.0 | - | 239.7 |
| Inter-segment revenue | (0.1) | 3.3 | 9.5 | 10.1 | (22.8) | 0.0 |
| Revenue | 617.1 | 570.3 | 634.6 | 299.8 | (25.1) | 2,096.7 |
| Current operating income | 67.0 | 104.8 | 113.7 | 40.0 | (32.5) | 293.0 |
| of which amortization, depreciation and impairment losses | (29.9) | (28.3) | (39.7) | (14.3) | (1.0) | (113.2) |
| Other operating income and expenses | (14.7) | (9.9) | (6.1) | (4.3) | 1.6 | (33.4) |
| Operating income | 52.3 | 94.9 | 107.6 | 35.7 | (30.9) | 259.6 |
| Financial income (loss) | (1.9) | (4.5) | 9.2 | (1.8) | (30.1) | (29.1) |
| Interest income | 0.1 | 0.1 | 5.4 | 0.3 | 0.2 | 6.1 |
| Interest expenses | (0.2) | (0.1) | (0.1) | (1.2) | (30.7) | (32.3) |
| Income taxes | (23.1) | (25.6) | (29.6) | (10.5) | 18.3 | (70.5) |
| Net income | 27.3 | 64.8 | 87.2 | 23.4 | (42.7) | 160.0 |
| (€ millions) | ESS | F&PA | CM | HRM | IS&H | Total |
|---|---|---|---|---|---|---|
| External revenue | 1,251.5 | 1,137.7 | 1,197.4 | 576.3 | 2.3 | 4,165.2 |
| Sales of goods | 1,045.1 | 1,030.0 | 1,040.4 | 563.1 | 1.0 | 3,679.6 |
| Rendering of services | 206.4 | 107.7 | 157.0 | 13.2 | 1.3 | 485.6 |
| Inter-segment revenue | (0.8) | 6.8 | 24.6 | 21.5 | (52.1) | 0.0 |
| Revenue | 1,250.7 | 1,144.5 | 1,222.0 | 597.8 | (49.8) | 4,165.2 |
| Current operating income | 129.9 | 214.6 | 223.4 | 78.0 | (63.8) | 582.1 |
| of which amortization, depreciation and impairment losses | (58.2) | (57.1) | (81.7) | (28.7) | (10.5) | (236.2) |
| Other operating income and expenses | (24.5) | 0.5 | (14.3) | (50.7) | 0.2 | (88.8) |
| Operating income | 105.4 | 215.1 | 209.1 | 27.3 | (63.6) | 493.3 |
| Financial income (loss) | (5.1) | (7.6) | 6.1 | (1.5) | (48.3) | (56.4) |
| Interest income | 0.1 | 0.1 | 11.3 | 0.7 | 0.4 | 12.6 |
| Interest expenses | (1.0) | (0.2) | 0.4 | (2.6) | (62.8) | (66.2) |
| Income taxes | (43.8) | (58.0) | (60.6) | (11.7) | 31.9 | (142.2) |
| Net income | 56.5 | 149.5 | 154.6 | 14.1 | (80.0) | 294.7 |
| (€ millions) | ESS | F&PA | CM | HRM | IS&H | Total |
|---|---|---|---|---|---|---|
| Capital employed - Assets | 1,585.3 | 1,868.7 | 1,348.8 | 858.0 | 77.3 | 5,738.1 |
| Goodwill(1) | 307.5 | 842.8 | 267.8 | 273.7 | 0.8 | 1,692.6 |
| Intangible assets and property, plant and equipment(2) | 765.7 | 595.4 | 632.5 | 254.0 | 9.3 | 2,256.9 |
| Inventories | 176.0 | 153.5 | 193.7 | 188.9 | (0.8) | 711.3 |
| Trade receivables | 228.6 | 199.4 | 146.4 | 101.8 | (10.4) | 665.8 |
| Other receivables - non-current and current | 80.6 | 43.6 | 77.9 | 39.6 | 54.1 | 295.8 |
| Joint ventures and associates | 26.9 | 34.0 | 30.5 | - | 24.3 | 115.7 |
| Unallocated assets | 930.5 | |||||
| Total assets | 6,668.6 | |||||
| Capital employed - Liabilities | 267.7 | 223.3 | 221.0 | 118.5 | 53.6 | 884.1 |
| Trade payables | 159.3 | 111.2 | 124.5 | 70.8 | (5.6) | 460.2 |
| Other debts - non-current and current | 85.7 | 83.3 | 92.0 | 35.7 | 28.3 | 325.0 |
| Income taxes payable | 22.7 | 28.8 | 4.5 | 12.0 | 30.9 | 98.9 |
| Provisions | 132.8 | 202.1 | 175.4 | 78.7 | 28.7 | 617.7 |
| Unallocated liabilities | 2,332.9 | |||||
| Total non-current and current liabilities | 3,834.7 | |||||
| Total capital employed | 1,317.6 | 1,645.4 | 1,127.8 | 739.5 | 23.7 | 4,854.0 |
| (1) Increases in goodwill | 2.7 | 57.1 | 3.1 | (9.4) | - | 53.5 |
| (2) Acquisitions of intangible assets and property, plant and equipment | 55.0 | 28.8 | 38.0 | 18.9 | 4.1 | 144.8 |
| (€ millions) | ESS | F&PA | CM | HRM | IS&H | Total |
|---|---|---|---|---|---|---|
| Capital employed - Assets | 1,495.2 | 1,796.9 | 1,389.0 | 849.5 | 95.4 | 5,626.0 |
| Goodwill(1) | 279.1 | 790.3 | 273.4 | 275.5 | 0.8 | 1,619.1 |
| Intangible assets and property, plant and equipment(2) | 711.7 | 582.0 | 654.2 | 251.0 | 5.6 | 2,204.5 |
| Inventories | 169.9 | 154.2 | 204.9 | 193.5 | - | 722.5 |
| Trade receivables | 220.6 | 192.0 | 147.8 | 83.0 | (5.0) | 638.4 |
| Other receivables - non-current and current | 80.8 | 42.4 | 79.0 | 46.5 | 48.3 | 297.0 |
| Joint ventures and associates | 33.1 | 36.0 | 29.7 | - | 45.7 | 144.5 |
| Unallocated assets | 976.8 | |||||
| Total assets | 6,602.8 | |||||
| Capital employed - Liabilities | 257.3 | 208.4 | 224.0 | 111.0 | 39.4 | 840.1 |
| Trade payables | 163.9 | 107.6 | 127.0 | 62.3 | (12.1) | 448.7 |
| Other debts - non-current and current | 75.7 | 81.1 | 87.7 | 36.5 | 26.2 | 307.2 |
| Income taxes payable | 17.7 | 19.7 | 9.3 | 12.2 | 25.3 | 84.2 |
| Provisions | 133.0 | 201.4 | 226.4 | 68.9 | 74.0 | 703.7 |
| Unallocated liabilities | 2,414.8 | |||||
| Total non-current and current liabilities | 3,958.6 | |||||
| Total capital employed | 1,237.9 | 1,588.5 | 1,165.0 | 738.5 | 56.0 | 4,785.9 |
| (1) Increases in goodwill | (0.4) | - | 3.2 | - | - | 2.8 |
| (2) Acquisitions of intangible assets and property, plant and equipment | 39.6 | 23.7 | 37.5 | 15.0 | 0.9 | 116.7 |
| (€ millions) | ESS | F&PA | CM | HRM | IS&H | Total |
|---|---|---|---|---|---|---|
| Capital employed - Assets | 1,578.5 | 1,843.2 | 1,385.2 | 897.2 | 42.1 | 5,746.2 |
| Goodwill(1) | 313.1 | 794.4 | 274.9 | 291.5 | 0.8 | 1,674.7 |
| Intangible assets and property, plant and equipment(2) | 790.9 | 612.2 | 673.7 | 269.7 | 7.0 | 2,353.5 |
| Inventories | 165.6 | 159.5 | 193.4 | 194.7 | (0.7) | 712.5 |
| Trade receivables | 211.5 | 181.3 | 135.1 | 87.4 | (7.2) | 608.1 |
| Other receivables - non-current and current | 67.8 | 61.3 | 76.8 | 53.8 | 15.2 | 274.9 |
| Joint ventures and associates | 29.6 | 34.5 | 31.3 | 0.1 | 27.0 | 122.5 |
| Unallocated assets | 986.2 | |||||
| Total assets | 6,732.4 | |||||
| Capital employed - Liabilities | 275.0 | 226.0 | 215.2 | 134.2 | 26.4 | 876.8 |
| Trade payables | 153.9 | 102.3 | 116.6 | 61.7 | (11.8) | 422.7 |
| Other debts - non-current and current | 99.3 | 97.9 | 95.7 | 64.9 | 17.2 | 375.0 |
| Income taxes payable | 21.8 | 25.8 | 2.9 | 7.6 | 21.0 | 79.1 |
| Provisions | 134.4 | 199.6 | 181.2 | 86.4 | 60.2 | 661.8 |
| Unallocated liabilities | 2,279.6 | |||||
| Total non-current and current liabilities | 3,818.2 | |||||
| Total capital employed | 1,303.5 | 1,617.2 | 1,170.0 | 763.0 | 15.7 | 4,869.4 |
| (1) Increases in goodwill | 29.7 | - | 2.4 | 13.6 | - | 45.7 |
| (2) Acquisitions of intangible assets and property, plant and equipment | 96.4 | 61.4 | 79.2 | 39.2 | 2.2 | 278.4 |
The following table presents revenue by geographical location of the businesses of the Group:
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| France | 388.2 | 352.7 | 689.3 |
| Other European countries | 820.6 | 804.5 | 1,568.2 |
| North America | 635.7 | 595.1 | 1,179.1 |
| Asia - Oceania | 279.1 | 270.0 | 567.0 |
| Other countries | 96.7 | 74.4 | 161.6 |
| Revenue by geographical location of the businesses of the Group | 2,220.3 | 2,096.7 | 4,165.2 |
The following table presents revenue by geographical location of customers:
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| France | 251.7 | 249.6 | 473.9 |
| Other European countries | 824.6 | 786.0 | 1,541.0 |
| North America | 595.3 | 548.5 | 1,100.9 |
| Asia - Oceania | 394.2 | 376.2 | 773.5 |
| Other countries | 154.5 | 136.4 | 275.9 |
| Revenue by geographical location of customers | 2,220.3 | 2,096.7 | 4,165.2 |
The following table presents the carrying amount of goodwill, intangible assets and property, plant and equipment by geographical zone:
| Intangible assets and property, plant |
|||
|---|---|---|---|
| (€ millions) | Goodwill | and equipment | Total |
| France | 736.3 | 287.4 | 1,023.7 |
| Other European countries | 383.4 | 639.3 | 1,022.7 |
| North America | 313.4 | 778.6 | 1,092.0 |
| Asia - Oceania | 197.5 | 199.4 | 396.9 |
| Other countries | 62.0 | 352.2 | 414.2 |
| Total | 1,692.6 | 2,256.9 | 3,949.5 |
| Intangible assets | |||
|---|---|---|---|
| and property, plant | |||
| (€ millions) | Goodwill | and equipment | Total |
| France | 817.5 | 255.4 | 1,072.9 |
| Other European countries | 327.9 | 612.3 | 940.2 |
| North America | 203.8 | 789.8 | 993.6 |
| Asia - Oceania | 210.2 | 204.4 | 414.6 |
| Other countries | 59.7 | 342.6 | 402.3 |
| Total | 1,619.1 | 2,204.5 | 3,823.6 |
| Intangible assets | |||
|---|---|---|---|
| and property, plant | |||
| (€ millions) | Goodwill | and equipment | Total |
| France | 743.5 | 283.9 | 1,027.4 |
| Other European countries | 333.7 | 635.6 | 969.3 |
| North America | 329.8 | 853.7 | 1,183.5 |
| Asia - Oceania | 205.2 | 199.7 | 404.9 |
| Other countries | 62.5 | 380.6 | 443.1 |
| Total | 1,674.7 | 2,353.5 | 4,028.2 |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Sales of goods | 1,978.0 | 1,857.0 | 3,679.7 |
| Rendering of services | 242.3 | 239.7 | 485.5 |
| Total | 2,220.3 | 2,096.7 | 4,165.2 |
Revenue is made up of sales of goods and rendering of services whose greater part corresponds to the reinvoicing of the freight cost of the product. Revenue amounts to €2,220.3 million the 1st half of 2017 (€2,096.7 million in the 1st half of 2016 and €4,165.2 million in 2016), i.e. an increase of +5.9% (+1.9% in the 1st half of 2016 and +1.9% in 2016), including a positive effect of +€33.7 million due to foreign currency changes (-€27.2 million in the 1st half of 2016 and -€4.4 million in 2016) and a positive structure impact of +€51.8 million (+€112.1 million in the 1st half of 2016 and +€140.2 million in 2016). At comparable structure and foreign currency rates, revenue increases by +1.8% (-2.2% in the 1st half of 2016 and -1.4% in 2016).
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Raw materials | (342.6) | (281.3) | (538.6) |
| Energy | (177.9) | (166.3) | (324.1) |
| Chemicals | (33.3) | (34.9) | (68.8) |
| Other consumables | (123.0) | (98.2) | (199.3) |
| Merchandises | (34.1) | (69.2) | (126.8) |
| Change in inventories | 16.9 | (12.9) | (58.5) |
| Internally generated property, plant and equipment | 6.5 | 6.9 | 12.9 |
| Total | (687.5) | (655.9) | (1,303.2) |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Freight | (269.1) | (250.4) | (497.5) |
| Operating leases | (41.6) | (39.6) | (79.7) |
| Subcontracting | (70.6) | (59.6) | (125.9) |
| Maintenance and repair | (61.1) | (54.0) | (110.5) |
| Fees | (49.7) | (56.1) | (97.5) |
| Other external expenses | (113.5) | (104.0) | (204.6) |
| Total | (605.6) | (563.7) | (1,115.7) |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Salaries | (361.2) | (341.7) | (691.1) |
| Social security contributions | (72.8) | (68.9) | (133.4) |
| Net change in employee benefit liabilities | 2.6 | 1.5 | 3.5 |
| Contributions to defined employee benefit plans | (9.0) | (7.1) | (15.0) |
| Contributions to defined contribution plans | (11.1) | (11.4) | (22.9) |
| Profit-sharing | (15.9) | (14.1) | (28.6) |
| Other employee benefits | (7.6) | (5.2) | (11.1) |
| Total | (475.0) | (446.9) | (898.6) |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Gain or loss from obtaining or losing control | (14.5) | (1.9) | (14.5) |
| Transaction costs | (13.7) | (2.8) | (13.5) |
| Income from disposal of consolidated businesses | (0.8) | 0.9 | (1.0) |
| Other non-recurring items | (9.7) | (31.5) | (74.3) |
| Impairment losses on goodwill | - | (0.5) | (0.5) |
| Impairment losses on restructuring | (0.7) | (6.5) | (22.4) |
| Income on non-recurring asset disposals | (0.1) | 1.0 | 1.0 |
| Restructuring expenses paid | (13.2) | (31.4) | (51.3) |
| Change in provisions | 4.3 | 5.1 | (1.0) |
| Share in net income of associates out of the recurring business | - | 0.8 | (0.1) |
| Other operating income and expenses | (24.2) | (33.4) | (88.8) |
| Income taxes | 6.7 | 7.6 | 13.2 |
| Other operating income and expenses net of income taxes, Group share | (17.5) | (25.8) | (75.6) |
Gross "Other operating income and expenses" amount to -€24.2 million, of which -€5.0 million in the Energy Solutions & Specialties business group; -€6.3 million in the Filtration & Performance Additives business group; -€7.2 million in the Ceramic Materials business group; -€0.9 million in the High Resistance Minerals business group; and -€4.8 million in the holdings. Income taxes gains and losses on "Other operating income and expenses" amount to +€6.7 million. "Other operating income and expenses net of income taxes, Group share" thus amount to -€17.5 million, of which +€3.5 million with no cash impact and -€21.0 million in cash.
Gross "Other operating income and expenses" amount to -€33.4 million: -€14.7 million in the Energy Solutions & Specialties business group; -€9.9 million in the Filtration & Performance Additives business group; -€6.1 million in the Ceramic Materials business group; -€4.3 million in the High Resistance Minerals business group; and +€1.6 million in the holdings. Income taxes gains and losses on "Other operating income and expenses" amount to +€7.6 million. "Other operating income and expenses net of income taxes, Group share" thus amount to -€25.8 million, of which -€11.4 million with no cash impact and -€14.4 million in cash.
The gross "Other operating income and expenses" amount to -€88.8 million: -€19.0 million in the Energy Solutions & Specialties business group; -€17.2 million in the Filtration & Performance Additives business group; -€11.9 million in the Ceramic Materials business group; -€26.3 million in the High Resistance Minerals business group; and -€14.4 million in the holdings. Income taxes gains and losses on "Other operating income and expenses" amount to +€13.2 million. 2016 "Other operating income and expenses net of income taxes, Group share" thus amount to -€75.6 million, of which -€50.1 million with no cash impact and -€25.5 million in cash.
The tables hereafter disclose the financial income (loss) by categories of financial instruments. These result from contracts whose execution symmetrically creates a financial asset of one party to the contract and a financial liability or an equity instrument of the other party. Financial instruments are related to one of the following categories: "Available-for-sale financial assets" (investments in non-consolidated entities), "Financial assets and liabilities at fair value through profit or loss" (other current financial assets and derivatives not eligible to hedge accounting), "Loans and receivables" (trade receivables, cash and cash equivalents), or "Financial liabilities at amortized cost (bonds, bank loans, trade payables, bank overdrafts).
Hedge derivatives are disclosed in a separate column since the exceptional character of hedge accounting excludes any relation to one of the above categories. This note presents disclosures on financial instruments in accordance with these categories. The classification logic of financial instrument assets and liabilities transversally applies to their changes in profit or loss. For example, "Revenue" is attached to "Amortized cost" as its counterparts in "Trade receivables" or "Cash and cash equivalents" belong to that category in the assets. In addition, in order to enable the reconciliation between the disclosures and the financial statements, these notes include a column "Non IAS 39" that includes the following items:
| Available- | Fair value | Financial | Hedge | ||||||
|---|---|---|---|---|---|---|---|---|---|
| for-sale | through profit or loss | Loans | liabilities at | derivatives | |||||
| financial | Non Non hedge | and | amortized | Fair Cash | Non | ||||
| (€ millions) | assets derivative derivatives | receivables | cost value | flow | IAS 39 | Total | |||
| Net financial debt expense | 0.0 | 5.3 | (0.2) | 0.0 | (32.5) | 0.0 | 0.0 | 0.0 | (27.4) |
| Income from securities | - | 5.3 | - | - | - | - | - | - | 5.3 |
| Gross financial debt expense | - | - | (0.2) | - | (32.5) | - | - | - | (32.7) |
| Other financial income and expenses | 0.4 | 0.0 | (0.1) | 2.0 | (11.3) | 0.0 | 0.0 | (5.8) | (14.8) |
| Net exchange rate differences | - | - | (0.1) | - | (10.0) | - | 1.4 | 0.1 | (8.6) |
| Expense and income on derivative instruments | - | - | - | - | - | - | (1.4) | - | (1.4) |
| Financial income and expenses of defined employee benefit plans |
- | - | - | - | - | - | - | (3.6) | (3.6) |
| Unwinding of other provisions | - | - | - | - | - | - | - | (2.1) | (2.1) |
| Other financial income and expenses | 0.4 | - | - | 2.0 | (1.3) | - | - | (0.2) | 0.9 |
| Financial income (loss) | 0.4 | 5.3 | (0.3) | 2.0 | (43.8) | 0.0 | 0.0 | (5.8) | (42.2) |
| Available- | Fair value | Financial | Hedge | ||||||
|---|---|---|---|---|---|---|---|---|---|
| for-sale | through profit or loss | Loans | liabilities at | derivatives | |||||
| financial | Non Non hedge | and | amortized | Fair Cash | Non | ||||
| (€ millions) | assets derivative derivatives | receivables | cost value | flow | IAS 39 | Total | |||
| Net financial debt expense | 0.0 | 6.0 | (0.5) | 0.0 | (30.4) | 0.0 | 0.0 | 0.0 | (24.9) |
| Income from securities | - | 6.0 | - | - | - | - | - | - | 6.0 |
| Gross financial debt expense | - | - | (0.5) | - | (30.4) | - | - | - | (30.9) |
| Other financial income and expenses | (1.4) | 0.0 | 2.0 | (3.9) | 5.4 | 0.0 | 0.0 | (6.3) | (4.2) |
| Net exchange rate differences | - | - | 2.0 | - | 4.4 | - | (4.9) | - | 1.5 |
| Expense and income on derivative instruments | - | - | - | - | - | - | 4.9 | - | 4.9 |
| Financial income and expenses of defined employee benefit plans |
- | - | - | - | - | - | - | (4.4) | (4.4) |
| Unwinding of other provisions | - | - | - | - | - | - | - | (1.9) | (1.9) |
| Other financial income and expenses | (1.4) | - | - | (3.9) | 1.0 | - | 0.0 | - | (4.3) |
| Financial income (loss) | (1.4) | 6.0 | 1.5 | (3.9) | (25.0) | 0.0 | 0.0 | (6.3) | (29.1) |
| Available- | Fair value | Financial | Hedge | ||||||
|---|---|---|---|---|---|---|---|---|---|
| for-sale | through profit or loss | Loans | liabilities at | derivatives | |||||
| financial | Non Non hedge | and | amortized | Fair Cash | Non | ||||
| (€ millions) | assets derivative derivatives | receivables | cost value | flow | IAS 39 | Total | |||
| Net financial debt expense | 0.0 | 12.3 | (1.0) | 0.0 | (64.0) | 0.0 | 0.0 | 0.0 | (52.7) |
| Income from securities | - | 12.3 | - | - | - | - | - | - | 12.3 |
| Gross financial debt expense | - | - | (1.0) | - | (64.0) | - | - | - | (65.0) |
| Other financial income and expenses | (1.6) | 0.0 | 0.5 | (2.3) | 4.6 | 0.0 | 0.0 | (4.9) | (3.7) |
| Net exchange rate differences | - | - | 0.5 | - | 6.0 | - | 1.0 | (1.2) | 6.3 |
| Expense and income on derivative instruments | - | - | - | - | - | - | (1.0) | - | (1.0) |
| Financial income and expenses of defined employee benefit plans |
- | - | - | - | - | - | - | 0.6 | 0.6 |
| Unwinding of other provisions | - | - | - | - | - | - | - | (3.7) | (3.7) |
| Other financial income and expenses | (1.6) | - | - | (2.3) | (1.4) | - | - | (0.6) | (5.9) |
| Financial income (loss) | (1.6) | 12.3 | (0.5) | (2.3) | (59.4) | 0.0 | 0.0 | (4.9) | (56.4) |
The tax rate applied to the half-year income from current operations (Note 11) is obtained from an estimate of the rate applicable to the annual income from current operations. The latter is calculated from the average of legal rates, weighted by forecasted incomes from current operations. This weighted average is adjusted by the incidence of item without impact over the 1st half-year, i.e. permanent differences and events whose triggers are expected over the 2nd half-year. The tax rate applicable to items recognized over the half-year as other operating income and expenses (Note 8) cannot be obtained from an annual estimate, for they correspond to limited number of well identified, non-recurring and significant items. As a consequence, these are taxed on an actual basis.
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Payable and deferred income taxes | |||
| Income taxes payable | (61.1) | (56.9) | (119.6) |
| Income taxes payable for the period | (61.5) | (56.8) | (120.9) |
| Income taxes payable - Prior period adjustments | 0.4 | (0.1) | 1.3 |
| Deferred taxes | (12.0) | (13.6) | (22.6) |
| Deferred taxes due to changes in temporary differences | (12.0) | (16.6) | (26.5) |
| Deferred taxes due to changes in income tax rates | - | - | 3.9 |
| Total | (73.1) | (70.5) | (142.2) |
| Income taxes by level of income | |||
| Income taxes on current operating and financial income (loss) | (79.8) | (78.1) | (155.4) |
| Current operating and financial income (loss) taxes payable | (65.4) | (64.8) | (131.8) |
| Current operating and financial income (loss) deferred taxes | (14.4) | (13.3) | (23.6) |
| Income taxes on other operating income and expenses | 6.7 | 7.6 | 13.2 |
| Income taxes payable on other operating income and expenses | 4.3 | 7.9 | 12.2 |
| Deferred taxes on other operating income and expenses | 2.4 | (0.3) | 1.0 |
| Total | (73.1) | (70.5) | (142.2) |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Actuarial gains and (losses), excess of the actual return on assets over their normative return in profit or loss and assets limitations |
(3.2) | 13.1 | (3.3) |
| Income taxes on items never reclassified | (3.2) | 13.1 | (3.3) |
| Cash flow hedges | 2.3 | (8.4) | (8.8) |
| Income taxes recognized in equity | (0.5) | (5.2) | (6.5) |
| Income taxes reclassified in profit or loss | 2.8 | (3.2) | (2.3) |
| Translation reserve | (10.5) | 1.6 | 5.6 |
| Income taxes recognized in equity | (10.5) | 1.6 | 5.6 |
| Income taxes reclassified in profit or loss | - | - | - |
| Other comprehensive income | (8.2) | (6.8) | (3.2) |
| Total | (11.4) | 6.3 | (6.5) |
The amount of income taxes paid in the 1st half of 2017 in cash and by means of tax credits amounts to €57.0 million (€42.1 million in the 1st half of 2016 and €92.6 million in 2016).
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Current operating income | 312.6 | 293.0 | 582.1 |
| Financial income (loss) | (42.2) | (29.1) | (56.4) |
| Income taxes on current operating income and financial income (loss) | (79.8) | (78.1) | (155.4) |
| Non-recurring settlement of the Imerys UK closed plan(1) | - | - | (7.5) |
| Income taxes on the non-recurring settlement of the Imerys UK closed plan(1) | - | - | 1.2 |
| Non-controlling interests | (0.9) | (1.9) | (1.9) |
| Net income from current operations, Group share | 189.7 | 183.9 | 362.1 |
| Other operating income and expenses - gross | (24.2) | (33.4) | (88.8) |
| Income taxes on other operating income and expenses | 6.7 | 7.6 | 13.2 |
| Non-recurring settlement of the Imerys UK closed plan(1) | - | - | 7.5 |
| Income taxes on the non-recurring settlement of the Imerys UK closed plan(1) | - | - | (1.2) |
| Net income, Group share | 172.2 | 158.1 | 292.8 |
(1) Since the closure of the Imerys UK retirement plan on April 1, 2015, the net change in its liability is classified in Financial income (loss) (Note 23.1 - Accounting policy), including this gain on liquidation recognized in the fourth quarter of 2016 further to an offer made to its beneficiaries (Note 23.1 - Tables of changes). In the financial communication indicator "Net income from current operations, Group share", this gain is reclassified in "Other net operating revenue and expenses, Group share" so as to stress its non-recurring and significant character.
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Numerator | |||
| Net income, Group share | 172.2 | 158.1 | 292.8 |
| Net income from current operations, Group share | 189.7 | 183.9 | 362.1 |
| Denominator | |||
| Weighted average number of shares used for the calculation of the basic income per share | 79,035,849 | 78,909,966 | 78,714,966 |
| Impact of share option conversion | 1,322,258 | 1,145,936 | 1,169,276 |
| Weighted average number of shares used for the calculation of the diluted income per share | 80,358,107 | 80,055,902 | 79,884,242 |
| Basic income per share, Group share (in €) | |||
| Basic net income per share | 2.18 | 2.00 | 3.72 |
| Basic net income from current operations per share | 2.40 | 2.33 | 4.60 |
| Diluted income per share, Group share (in €) | |||
| Diluted net income per share | 2.14 | 1.97 | 3.66 |
| Diluted net income from current operations per share | 2.36 | 2.30 | 4.53 |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Opening carrying amount | 1,674.7 | 1,631.3 | 1,631.3 |
| Gross amount | 1,744.5 | 1,702.8 | 1,702.8 |
| Impairment losses | (69.8) | (71.5) | (71.5) |
| Incoming entities | 53.5 | 2.8 | 45.7 |
| Outgoing entities | - | - | (1.1) |
| Impairment losses(1) | - | (0.5) | (0.5) |
| Exchange rate differences | (35.6) | (14.5) | (0.7) |
| Closing carrying amount | 1,692.6 | 1,619.1 | 1,674.7 |
| Gross amount | 1,776.0 | 1,688.4 | 1,744.5 |
| Impairment losses | (83.5) | (69.3) | (69.8) |
(1) Impairment losses on goodwill are disclosed in Note 16.
In the 1st half of 2016, the Group had performed some minor acquisitions whose purchase accountings were finalized in the 1st half of 2017. These acquisitions, paid in cash for an amount of €5.9 million generate a final goodwill of nil.
Alteo. On December 31, 2016, Imerys acquired 100.00% of the voting rights corresponding to three industrial sites of the specialty alumina business of the French group Alteo located in Germany and in France. This business is mainly addressing the refractories, abrasives and ceramics markets. The €34.3 million acquisition price was paid in cash at the date control was obtained. The fair value measurement of most assets and liabilities identifiable at the date control was obtained was entrusted to independent experts. As of June 30, 2017, the items of property, plant and equipment and dismantling liabilities were remeasured, while the other assets and liabilities of the business were temporarily maintained at their historical values pending the results of purchase accounting works. The goodwill resulting from the difference between that partially remeasured net asset and the value of the investment thus amounts to a provisional value of €4.0 million as of June 30, 2017.
Damolin. On January 4, 2017, Imerys acquired 100.00% of the voting rights of the Danish group Damolin specialized in particular in oil and chemical absorbents. The €62.2 million acquisition price was paid in cash to the seller, the Danish investment fund Erhvervsinvest, at the date control was obtained. The fair value measurement of most assets and liabilities identifiable at the date control was obtained was entrusted to independent experts. As of June 30, 2017, most of the assets and liabilities of the business were temporarily maintained at their historical values pending the results of purchase accounting works. The goodwill resulting from the difference between that partially remeasured net asset and the value of the investment thus amounts to a provisional value of €52.0 million as of June 30, 2017.
Others. Besides, the Group performed other minor acquisitions in the 2nd half of 2016 and in the 1st half of 2017. These acquisitions, paid in cash for an amount of €52.5 million generate a provisional goodwill of €39.9 million.
| Trademarks, | Industrial | |||
|---|---|---|---|---|
| patents and | processes | |||
| (€ millions) | Software | licenses | and others | Total |
| Carrying amount as of January 1, 2016 | 20.6 | 29.8 | 54.7 | 105.1 |
| Gross amount | 84.3 | 48.1 | 123.6 | 256.0 |
| Amortization and impairment losses | (63.7) | (18.3) | (68.9) | (150.9) |
| Incoming entities | - | (0.3) | 3.8 | 3.5 |
| Outgoing entities | - | - | (0.1) | (0.1) |
| Acquisitions | 2.8 | 0.7 | 6.0 | 9.5 |
| Disposals | (0.1) | - | (13.5) | (13.6) |
| Increases in amortization | (6.3) | (1.3) | (1.9) | (9.5) |
| Impairment losses | (0.1) | - | (0.6) | (0.7) |
| Reclassification and other | 1.9 | 0.5 | (15.4) | (13.0) |
| Exchange rate differences | 0.4 | 0.4 | (0.4) | 0.4 |
| Carrying amount as of January 1, 2017 | 19.2 | 29.8 | 32.6 | 81.6 |
| Gross amount | 78.2 | 48.5 | 100.4 | 227.1 |
| Amortization and impairment losses | (59.0) | (18.7) | (67.8) | (145.5) |
| Incoming entities | - | 0.9 | (5.3) | (4.4) |
| Acquisitions | 0.7 | - | 2.2 | 2.9 |
| Disposals | - | - | - | 0.0 |
| Increases in amortization | (3.2) | (0.7) | (1.3) | (5.2) |
| Reversals of impairment losses | - | - | 0.1 | 0.1 |
| Reclassification and other | 0.4 | 0.2 | (0.4) | 0.2 |
| Exchange rate differences | (1.0) | (0.9) | (0.9) | (2.8) |
| Carrying amount as of June 30, 2017 | 16.1 | 29.3 | 27.0 | 72.4 |
| Gross amount | 74.2 | 47.1 | 91.5 | 212.8 |
| Amortization and impairment losses | (58.1) | (17.8) | (64.5) | (140.4) |
| Down payments | Other | |||||
|---|---|---|---|---|---|---|
| (€ millions) | Mining assets |
Land and buildings |
Plant and equipment |
and assets under construction |
property, plant and equipment |
Total |
| Carrying amount as of January 1, 2016 | 552.3 | 321.9 | 1,020.9 | 184.1 | 62.7 | 2,141.9 |
| Gross amount | 891.3 | 598.1 | 3,573.5 | 186.7 | 276.9 | 5,526.5 |
| Depreciation and impairment losses | (339.0) | (276.2) | (2,552.6) | (2.6) | (214.2) | (3,384.6) |
| Incoming entities | 12.4 | 14.4 | 18.9 | 0.9 | 2.0 | 48.6 |
| Outgoing entities | (0.1) | (2.3) | (5.1) | - | (0.3) | (7.8) |
| Acquisitions | 50.7 | 5.5 | 59.8 | 154.1 | 8.9 | 279.0 |
| Disposals | - | (1.2) | (6.1) | (0.2) | 8.0 | 0.5 |
| Increases in depreciation | (51.8) | (15.4) | (140.2) | (0.2) | (15.9) | (223.5) |
| Impairment losses | (1.1) | (2.2) | (20.8) | (0.9) | (0.2) | (25.2) |
| Reversals of impairment losses | 0.1 | 0.7 | 2.7 | - | - | 3.5 |
| Reclassification and other | 5.9 | 21.2 | 130.3 | (159.5) | 1.7 | (0.4) |
| Exchange rate differences | 17.0 | 8.3 | 21.4 | 7.5 | 1.1 | 55.3 |
| Carrying amount as of January 1, 2017 | 585.4 | 350.9 | 1,081.8 | 185.8 | 68.0 | 2,271.9 |
| Gross amount | 935.2 | 642.5 | 3,640.7 | 188.9 | 282.1 | 5,689.4 |
| Depreciation and impairment losses | (349.8) | (291.6) | (2,558.9) | (3.1) | (214.1) | (3,417.5) |
| Incoming entities | 4.0 | 4.6 | 8.1 | - | 4.9 | 21.6 |
| Acquisitions | 27.8 | 1.6 | 19.5 | 64.0 | 2.6 | 115.5 |
| Disposals | - | (2.6) | (0.5) | (0.3) | (0.1) | (3.5) |
| Increases in depreciation | (28.7) | (8.0) | (72.4) | - | (9.2) | (118.3) |
| Impairment losses | - | (0.1) | (1.6) | - | - | (1.7) |
| Reversals of impairment losses | - | - | 1.0 | - | - | 1.0 |
| Reclassification and other | 1.3 | 5.6 | 40.0 | (55.3) | 8.8 | 0.4 |
| Exchange rate differences | (29.5) | (12.5) | (48.6) | (9.3) | (2.5) | (102.4) |
| Carrying amount as of June 30, 2017 | 560.3 | 339.5 | 1,027.3 | 184.9 | 72.5 | 2,184.5 |
| Gross amount | 900.3 | 616.4 | 3,572.8 | 187.6 | 270.1 | 5,547.2 |
| Depreciation and impairment losses | (340.0) | (276.9) | (2,545.5) | (2.7) | (197.6) | (3,362.7) |
The impairment test on the Cash Generating Units (CGUs) performed systematically on the annual closing is only renewed on the half-year closing where an impairment loss indicator is identified. Since no impairment loss indicator has been identified, the impairment test on the CGUs is not renewed as of June 30, 2017. As of December 31, 2016, this test had not required the recognition of any impairment loss.
| 06.30.2017 | 06.30.2016 | 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Gross | Write- | Carrying | Gross | Write- | Carrying | Gross | Write- | Carrying | |
| (€ millions) | amount | down | amount | amount | down | amount | amount | down | amount |
| Raw materials | 321.6 | (28.7) | 292.9 | 320.2 | (26.7) | 293.5 | 320.1 | (29.3) | 290.8 |
| Work in progress | 77.4 | (1.2) | 76.2 | 69.3 | (0.9) | 68.4 | 76.3 | (1.3) | 75.0 |
| Finished goods | 304.6 | (17.1) | 287.5 | 328.0 | (18.8) | 309.2 | 316.3 | (21.1) | 295.2 |
| Merchandises | 57.0 | (2.3) | 54.7 | 53.6 | (2.2) | 51.4 | 53.8 | (2.3) | 51.5 |
| Total | 760.6 | (49.3) | 711.3 | 771.1 | (48.6) | 722.5 | 766.5 | (54.0) | 712.5 |
The net financial debt is the net position of Imerys towards the market and the financial institutions, i.e. the total of financing liabilities subscribed towards the market and the financial institutions in the form of bonds, bank credits, finance lease credits and bank overdrafts, decreased by cash, cash equivalents and other current financial assets. The net financial debt is used in the management of the financial resources of the Group. This indicator is used in particular in the calculation of financial ratios that Imerys has to comply with under financing agreements entered into with financial markets (Note 18.2).
The present note analyses the change in the net financial debt in two steps: from current operating income to current free operating cash flow; and from current free operating cash flow to the change in net financial debt. The following table presents the link between the net financial debt and the consolidated statement of financial position with a distinction between non-derivative and derivative financial instruments. Derivative financial instruments included in the calculation of the net financial debt correspond to financing hedge instruments assets and liabilities since they are part of the future cash outflows of this aggregate (Note 18.2). The operational hedge instruments are not included in the calculation of the net financial debt.
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Non-derivative financial liabilities | 2,241.5 | 2,368.6 | 2,197.1 |
| Loans and financial debts - non-current | 2,189.9 | 2,115.9 | 1,601.7 |
| Loans and financial debts - current | 48.3 | 214.3 | 584.0 |
| Bank overdrafts | 3.3 | 38.4 | 11.4 |
| Non-derivative financial assets | (711.3) | (821.4) | (819.2) |
| Other financial assets | (8.5) | (11.3) | (9.6) |
| Cash and cash equivalents | (702.8) | (810.1) | (809.6) |
| Hedge derivatives | (21.4) | (23.1) | (11.4) |
| Financing hedge instruments - liabilities | 3.7 | 8.2 | 6.9 |
| Financing hedge instruments - assets | (25.1) | (31.3) | (18.3) |
| Net financial debt | 1,508.8 | 1,524.1 | 1,366.5 |
The current free operating cash flow is the residual cash flow resulting from current operating business and remaining after payment of current operating income taxes and operating capital expenditure, receipt of the disposal proceeds of operating assets and adjustment from cash changes in operational working capital requirement.
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Current operating income | 312.6 | 293.0 | 582.1 |
| Operating amortization, depreciation and impairment losses(1) | 122.8 | 113.2 | 225.8 |
| Net change in operating provisions | (8.9) | 9.1 | 7.0 |
| Share in net income of joint ventures and associates | (0.8) | (2.7) | (1.7) |
| Dividends received from joint ventures and associates | 2.6 | 4.3 | 5.6 |
| Operating cash flow before taxes (current EBITDA) | 428.3 | 416.9 | 818.8 |
| Notional taxes on current operating income(2) | (92.2) | (86.7) | (173.1) |
| Current net operating cash flow | 336.1 | 330.2 | 645.7 |
| Paid capital expenditures(3) & (4) | (144.8) | (116.7) | (278.5) |
| Intangible assets | (2.9) | (3.1) | (9.5) |
| Property, plant and equipment | (90.1) | (65.3) | (230.1) |
| Overburden mining assets(5) | (25.4) | (23.8) | (48.9) |
| Debts on acquisitions | (26.4) | (24.5) | 10.0 |
| Carrying amount of current asset disposals | 3.7 | 11.5 | 13.0 |
| Change in the operational working capital requirement | (44.4) | (48.3) | 14.4 |
| Inventories | (16.9) | 12.9 | 58.5 |
| Trade accounts receivable, advances and down payments received | (63.0) | (75.4) | (25.5) |
| Trade accounts payable, advances and down payments paid | 35.5 | 14.2 | (18.6) |
| Current free operating cash flow | 150.6 | 176.7 | 394.6 |
| (1) Operating amortization, depreciation and impairment losses | 122.8 | 113.2 | 225.8 |
| Net operating amortization and depreciation (Appendix 1 of the consolidated statement of cash flows) | 122.8 | 113.0 | 225.6 |
| Finance leases depreciation (Appendix 3 of the consolidated statement of cash flows) | - | 0.2 | 0.2 |
| (2) Effective tax rate on current operating income | 29.5% | 29.6% | 29.7% |
| (3) Paid capital expenditure | (144.8) | (116.7) | (278.5) |
| Acquisitions of intangible assets and property, plant and equipment (Consolidated statement of cash flows) | (144.8) | (116.7) | (278.4) |
| Finance lease acquisitions (Appendix 3 of the consolidated statement of cash flows) | - | - | (0.1) |
| (4) Recognized capital expenditures / asset depreciation ratio | 96.4% | 81.4% | 127.8% |
| The recognized capital expenditures / asset depreciation ratio equals the paid capital expenditures | |||
| (except for debts on acquisitions) divided by the increases in amortization and depreciation | |||
| Increases in asset amortization and depreciation | 122.8 | 113.2 | 225.8 |
| (5) Overburden mining assets | (25.4) | (23.9) | (48.9) |
| Overburden mining assets - capital expenditure | (25.4) | (23.8) | (48.9) |
| Neutralization of activated restoration provisions | - | (0.1) | - |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Current free operating cash flow | 150.6 | 176.7 | 394.6 |
| Financial income (loss) | (42.2) | (29.1) | (56.4) |
| Financial impairment losses and unwinding of the discount | (0.7) | 6.1 | (2.5) |
| Income taxes on financial income (loss) | 12.4 | 8.6 | 19.0 |
| Change in income tax debt | 4.2 | 16.7 | 30.1 |
| Change in deferred taxes on current operating income | 14.4 | 11.5 | 22.1 |
| Change in other items of working capital | (32.9) | (19.8) | 10.7 |
| Share-based payments expense | 6.7 | 5.3 | 10.5 |
| Change in fair value of operational hedge instruments | - | 1.9 | 0.9 |
| Change in dividends receivable from available-for-sale financial assets | 0.4 | (0.2) | (0.2) |
| Current free cash flow | 112.9 | 177.7 | 428.8 |
| External growth | (84.7) | (16.0) | (84.6) |
| Acquisitions of investments in consolidated entities after deduction of the net debt acquired | (84.5) | (15.9) | (78.5) |
| Acquisitions of investments in consolidated entities from non-controlling interests | (0.2) | (0.1) | (0.1) |
| Acquisitions of available-for-sale financial assets | - | - | (6.0) |
| Disposals | 3.8 | 9.1 | 28.5 |
| Disposals of investments in consolidated entities after deduction of the net debt disposed of | 3.8 | 8.1 | 27.5 |
| Non-recurring disposals of intangible assets and property plant and equipment | - | 1.0 | 1.0 |
| Transaction costs | (13.7) | (2.8) | (13.5) |
| Cash flow from other operating income and expenses | (8.9) | (23.5) | (41.9) |
| Dividends paid to shareholders and non-controlling interests | (149.1) | (139.0) | (139.4) |
| Financing requirement | (139.7) | 5.5 | 177.9 |
| Transactions on equity | 22.8 | (55.1) | (49.8) |
| Net change in financial assets | (53.1) | 0.4 | (4.3) |
| Change in net financial debt | (170.0) | (49.2) | 123.8 |
| (€ millions) | 06.30.2017 | 06.30.2016 | 2016 |
|---|---|---|---|
| Opening net financial debt | (1,366.5) | (1,480.4) | (1,480.4) |
| Change in net financial debt | (170.0) | (49.2) | 123.8 |
| Impact of changes due to exchange rate fluctuations | 27.7 | 5.5 | (9.9) |
| Closing net financial debt | (1,508.8) | (1,524.1) | (1,366.5) |
Description of the risk. The borrower's liquidity risk is the risk whereby Imerys would not be in a position to meet the repayment obligations of its financial liabilities. The maturity on issue as of June 30, 2016 presented hereafter enables to assess the exposure of the Group to this risk.
| 2017 | 2018 - 2022 | 2023 and later | |||||
|---|---|---|---|---|---|---|---|
| (€ millions) | Capital | Interests | Capital | Interests | Capital | Interests | Total |
| Non-derivative financial liabilities | 32.7 | 29.8 | 732.1 | 169.5 | 1,454.8 | 111.8 | 2,530.7 |
| Eurobond / EMTN | - | 27.5 | 703.0 | 158.8 | 1,400.0 | 91.3 | 2,380.6 |
| Private placements | - | 2.3 | 26.3 | 10.7 | 54.8 | 20.5 | 114.6 |
| Short term negotiable debt securities issues | - | - | - | - | - | - | 0.0 |
| Bilateral facilities | - | - | - | - | - | - | 0.0 |
| Facilities due within one year | 32.7 | - | 2.8 | - | - | - | 35.5 |
| Hedge derivatives | (21.4) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | (21.4) |
| Financing hedge instruments - liabilities | 3.7 | - | - | - | - | - | 3.7 |
| Financing hedge instruments - assets | (25.1) | - | - | - | - | - | (25.1) |
| Future cash outflows with | |||||||
| respect to gross financial debt | 11.3 | 29.8 | 732.1 | 169.5 | 1,454.8 | 111.8 | 2,509.3 |
| Non-derivative financial liabilities | 3.3 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 3.3 |
| Bank overdrafts | 3.3 | - | - | - | - | - | 3.3 |
| Non-derivative financial assets | (711.3) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | (711.3) |
| Other current financial assets | (8.5) | - | - | - | - | - | (8.5) |
| Cash and cash equivalents | (702.8) | - | - | - | - | - | (702.8) |
| Future cash outflows with | |||||||
| respect to net financial debt | (696.7) | 29.8 | 732.1 | 169.5 | 1,454.8 | 111.8 | 1,801.3 |
| of which items recognized | |||||||
| as of June 30, 2017 (net financial debt) | (696.7) | 18.6 | 732.1 | - | 1,454.8 | - | 1,508.8 |
| Non-derivative financial liabilities | 752.2 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 752.2 |
| Trade payables | 460.2 | - | - | - | - | - | 460.2 |
| Other debts | 292.0 | - | - | - | - | - | 292.0 |
| Hedge derivatives | (5.2) | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | (5.2) |
| Operational hedge instruments - liabilities | 2.6 | - | - | - | - | - | 2.6 |
| Operational hedge instruments - assets | (7.8) | - | - | - | - | - | (7.8) |
| Future cash outflows | 50.3 | 29.8 | 732.1 | 169.5 | 1,454.8 | 111.8 | 2,548.3 |
In addition, a large part of the debt at fixed rate on issue being swapped into floating rate, the maturity of the net financial debt after interest rate swap is analyzed as follows:
| (€ millions) | 2017 | 2018 - 2022 | 2023 and later | Total |
|---|---|---|---|---|
| Debt at fixed rate | 18.6 | 726.3 | 1,400.0 | 2,144.9 |
| Debt at fixed rate on issue | 18.6 | 726.3 | 1,454.8 | 2,199.7 |
| Swap fixed rate into floating rate | - | - | (54.8) | (54.8) |
| Debt at floating rate | (696.7) | 5.8 | 54.8 | (636.1) |
| Debt at floating rate on issue | 11.3 | 5.8 | - | 17.1 |
| Net cash and other current financial assets | (708.0) | - | - | (708.0) |
| Swap fixed rate into floating rate | - | - | 54.8 | 54.8 |
| Net financial debt | (678.1) | 732.1 | 1,454.8 | 1,508.8 |
Management of the risk. For part of its financing, Imerys is required to comply with several covenants. The main restrictive terms and conditions attached to certain bilateral facilities and to part of the bond issues under private placements are as follows:
The failure to comply with the above obligations on one of the related financing contracts could lead to the cancellation of its available amount and, upon demand of the related creditor(s), make the amount of the corresponding financial debt immediately callable. Apart from two exceptions, the financing contracts of the Group do not provide for any cross default with each other in case of breach of a mandatory covenant applicable to one of these contracts. As of June 30, 2017, Imerys has a long-term rating of Baa2 outlook Stable by Moody's (Baa2 outlook Stable as of June 30, 2016 and Baa2 outlook Stable as of December 31, 2016) and a rating BBB outlook Stable by S&P (Baa2 outlook Stable as of December 31, 2016).
As of June 9, 2017, Imerys has updated its new Euro Medium Term Note program (EMTN) with the Commission de Surveillance du Secteur Financier (Luxemburg) for an amount of €3.0 billion. As of June 30, 2017, outstanding securities total €2,154.8 million (€1,561.4 million as of June 30, 2016 and 1,556.7 million as of December 31, 2016). Imerys also has a short term negotiable debt securities program limited to €1,000.0 million (€800.0 million as of June 30, 2016 and €1,000.0 million as of December 31, 2016) rated P-2 by Moody's (P-2 as of June 30, 2016 and P-2 as of December 31, 2016). As of June 30, 2017, outstanding short term negotiable debt securities total €0.0 million (€130.0 million as of June 30, 2016 and €0.0 million as of December 31, 2016). As of June 30, 2017, Imerys has access to €1,330.0 million of bank facilities (€1,405.0 million as of June 30, 2016 and €1,855.0 million as of December 31, 2016) part of which secures the issued short term negotiable debt securities in accordance with the financial policy of the Group.
Energy Solutions & Specialties (ESS). The previous significant evolution of the consolidation scope of the Energy Solutions & Specialties business group corresponds to the acquistion, on October 30, 2015, of the PCC (Precipitated Calcium Carbonate) business of the Belgian Solvay group, the European leader for fine and ultra-fine PCC products.
Filtration & Performance Additives (F&PA). On January 4, 2017, the Filtration & Performance Additives business group acquired the Danish group Damolin specialized in particular in oil and chemical absorbents. (Note 13).
Ceramic Materials (CM). The last significant change in the scope of the Ceramic Materials business group corresponds to the disposal to the Bouyer Leroux group of the clay bricks, walls and chimney blocks business on September 30, 2013.
High Resistance Minerals (HRM). On December 31, 2016, the High Resistance Minerals business group took control of three industrial sites of the specialty alumina business of the French group Alteo located in Germany and in France and addressing the refractories, abrasives and ceramics markets (Note 13).
| Foreign | 06.30.2017 | 06.30.2016 | 2016 | |||||
|---|---|---|---|---|---|---|---|---|
| (€1 =) | currencies | Closing | Average | Closing | Average | Closing | Average | |
| Australia | AUD | 1.4851 | 1.4364 | 1.4929 | 1.5220 | 1.4596 | 1.4883 | |
| Bahrain | BHD | 0.4311 | 0.4084 | 0.4190 | 0.4211 | 0.3964 | 0.4175 | |
| Brazil | BRL | 3.7753 | 3.4461 | 3.5635 | 4.1297 | 3.4354 | 3.8558 | |
| Canada | CAD | 1.4785 | 1.4453 | 1.4384 | 1.4844 | 1.4188 | 1.4659 | |
| Chile | CLP (100) | 7.5686 | 7.1480 | 7.3439 | 7.6958 | 7.0339 | 7.4878 | |
| China | CNY | 7.7309 | 7.4362 | 7.3620 | 7.2812 | 7.3123 | 7.3417 | |
| Denmark | DKK | 7.4366 | 7.4368 | 7.4393 | 7.4497 | 7.4344 | 7.4452 | |
| Hungary | HUF (100) | 3.0897 | 3.0942 | 3.1706 | 3.1271 | 3.0983 | 3.1144 | |
| India | INR | 73.8789 | 71.1913 | 75.0679 | 74.9931 | 71.6310 | 74.3699 | |
| Indonesia | IDR (100) | 152.0934 | 144.3418 | 146.0170 | 149.6345 | 141.7343 | 147.2083 | |
| Japan | JPY (100) | 1.2775 | 1.2178 | 1.1405 | 1.2441 | 1.2340 | 1.2020 | |
| Malaysia | MYR | 4.9002 | 4.7511 | 4.4636 | 4.5782 | 4.7280 | 4.5835 | |
| Mexico | MXN | 20.5839 | 21.0441 | 20.6347 | 20.1731 | 21.7719 | 20.6673 | |
| Russia | RUB | 67.5449 | 62.8057 | 71.5200 | 78.2968 | 64.3000 | 74.1446 | |
| Singapore | SGD | 1.5710 | 1.5208 | 1.4957 | 1.5400 | 1.5234 | 1.5275 | |
| South Africa | ZAR | 14.9200 | 14.3063 | 16.4461 | 17.1983 | 14.4570 | 16.2645 | |
| South Korea | KRW (100) | 13.0553 | 12.3653 | 12.7962 | 13.1872 | 12.7388 | 12.8361 | |
| Sweden | SEK | 9.6398 | 9.5968 | 9.4242 | 9.3019 | 9.5525 | 9.4689 | |
| Switzerland | CHF | 1.0930 | 1.0766 | 1.0867 | 1.0960 | 1.0739 | 1.0902 | |
| Taiwan | TWD | 34.7201 | 33.2188 | 35.8583 | 36.5648 | 34.0200 | 35.6981 | |
| Ukraine | UAH | 29.8000 | 29.0004 | 27.5750 | 28.4444 | 28.5428 | 28.2892 | |
| United Kingdom | GBP | 0.8793 | 0.8606 | 0.8265 | 0.7788 | 0.8562 | 0.8195 | |
| United States | USD | 1.1412 | 1.0830 | 1.1102 | 1.1159 | 1.0541 | 1.1069 |
The related parties of Imerys are the Canadian group Power and the Belgian group Frère-CNP. These groups are the ultimate controlling parties of Imerys. Through their joint venture Parjointco, they exercise joint control on the Swiss group Pargesa that controls Imerys through a direct investment in the Belgian group GBL. In this respect, Pargesa and GBL are related parties of Imerys. Imerys is not party to any contract with its external related parties.
The managers qualifying as related parties as of June 30, 2017 are the 17 members of the Board of Directors (17 members as of June 30, 2016 and 17 members as of December 31, 2016) and the 8 members of the Executive Committee (8 members as of June 30, 2016 and 9 members as of December 31, 2016) (Note 27, Chapter 6 of the 2016 Registration Document).
The post-employment benefit plans for the benefit of Imerys employees are related parties. The amount of the contributions to external funds recognized as an expense in the 1st half of 2017 amounts to €5.6 million (€8.9 million as of June 30, 2016 and €19.4 million in 2016), of which mainly €3.5 million to Imerys UK Pension Fund Trustees Ltd., United Kingdom (€3.7 million as of June 30, 2016 and €7.4 million in 2016) and €0.5 million to Comerica, United States (€2.3 million as of June 30, 2016 and €5.4 million in 2016).
The FCPE Imerys Actions is managed by BNP Paribas Asset Management SAS. Its management is controlled by a Supervisory Board of 8 members, equally made up of shareholders' and Imerys representatives. As Imerys exercises together with the shareholders a joint control over the FCPE Imerys Actions, the FCPE Imerys Actions is a related party. The amounts recognized in the 1st half of 2017 (the 1st half of 2016 and 2016) for the FCPE Imerys Actions are immaterial.
The annual consolidated financial statements as of June 30, 2017 were closed by the Board of Directors at its meeting on July 26, 2017. On July 18, 2017, Imerys acquired 100.00% of Kerneos' voting rights, world leader in high performance calcium aluminate binders (€417.0 million sales in 2016). The acquisition price amounts to €451.0 million.
ERNST & YOUNG et Autres 1/2, place des Saisons 92400 Courbevoie - Paris-La Défense 1
S.A.S. à capital variable Commissaire aux Comptes Membre de la compagnie régionale de Versailles
Deloitte & Associés 185, avenue Charles-de-Gaulle 92524 Neuilly-sur-Seine Cedex
S.A. au capital de € 1.723.040 Commissaire aux Comptes Membre de la compagnie régionale de Versailles
For the period from January 1 to June 30, 2017
This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group's half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by annual general meeting and in accordance with the requirements of article L. 451-1-2-III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:
These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.
Paris-La Défense and Neuilly-sur-Seine, July 26, 2017 The Statutory Auditors French original signed by
ERNST & YOUNG et Autres Jean-Roch Varon Sébastien Huet Deloitte & Associés Frédéric Gourd
Gilles Michel, Chairman and Chief Executive Officer
I certify that to the best of my knowledge the condensed financial statements for the past six months have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the reporting entity and the companies included in the scope of consolidation, and that the enclosed half-year activity report includes a fair review of the material events that occurred in the first six months of the financial year, their impact on the financial statements, an account of the main related-party transactions as well as a description of the principal risks and the principal uncertainties for the remaining six months of the year.
Paris, July 26, 2017
Gilles Michel Chairman and Chief Executive Officer
154 rue de l'Université - F-75007 Paris Telephone: +33 (0)1 49 55 63 00 Fax: +33 (0)1 49 55 63 01 www.imerys.com
Financial Communication Telephone: +33 (0)1 49 55 66 55 Fax: +33 (0)1 49 55 63 16 email: [email protected]
Imerys - French limited liability company (Société Anonyme) Share capital €159,135,748 Trade Register RCS Paris 562 008 151
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