Annual Report • Apr 30, 2019
Annual Report
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| 2 | Declaration by Responsible Persons |
|---|---|
| 3 | 2018 Full-Year Results |
| 20 | Consolidated Financial Statements 2018 |
| 21 | Consolidated Statement of Profit or Loss |
| 22 | Consolidated Statement of Comprehensive Income |
| 23 | Consolidated Statement of Financial Position |
| 24 | Consolidated Statement of Changes in Equity |
| 25 | Consolidated Statement of Cash Flows |
| 26 | Notes to the Consolidated Financial Statements |
| 84 | Statutory Auditor's Report |
| 91 | Summarised Statutory Financial Statements 2018 |
| 95 | Corporate Governance Statement |
| 95 | Composition and functioning of the Board, executive management and control bodies |
| 100 | Diversity policy |
| 101 | Remuneration Report |
| 104 | Internal controls and risk management systems |
| 121 | Capital information |
| 123 | Disclosure of non-financial information |
| 150 | Share Information |
| 3 | Evolution of the situation, activities and results of the company |
|---|---|
| 95 | Corporate Governance Statement |
| 95 | Composition and Functioning of the Board and Executive Management Bodies |
| 99 | Derogations to the 2009 Corporate Governance Code |
| 100 | Diversity policy |
| 39, 101 | Remuneration Report |
| 104 | Internal controls and risk management systems |
| 121 | Capital information |
| 122 | • Disclosure of significant shareholdings |
| 122 | • Elements that can have an influence in case of a takeover bid |
| 61 | • Equity |
| 123 | Disclosure of non-financial information |
| 57 | Financial risk management |
| 72 | Services provided by the Statutory Auditor |
| 72 | Subsequent events |
| * The topics of Article 119 of the company code, defining the content of the management report, that are not applicable for D'Ieteren, have not been included in this summary. | |
Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information Section 7 Share Information
Nicolas D'Ieteren, Chairman of the Board, and Axel Miller, Managing Director, certify, on behalf and for the account of s.a. D'Ieteren n.v., that, to the best of their knowledge, the consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the equity, financial position and financial performance of s.a. D'Ieteren n.v. and the entities included in the consolidation as a whole, and the management report includes a fair overview of the development and performance of the business and the position of s.a. D'Ieteren n.v., and the entities included in the consolidation, together with a description of the principal risks and uncertainties which they are exposed to.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial
information
Section 7 Share Information
In the past, the D'Ieteren Auto reportable operating segment included the automobile distribution activities combined with the Group's corporate and real estate activities. From 2018 onwards, the results of the D'Ieteren Auto segment only comprise the automobile distribution activities; the results of the corporate and real estate activities being presented together in the new separate operating segment "Other". The segment statement of profit or loss for 2017 has been restated accordingly to reflect this new presentation.
The transaction whereby CD&R has acquired a 40% stake in Belron closed on 7 February 2018. As from that date, Belron's results are included under the equity-accounting method, following the loss of exclusive control. In accordance with the requirements of IFRS 5 "Non-Current Assets Classified as Held for Sale and Discontinued Operations", Belron's results are presented under discontinued operations (94.85% stake) in 2017 and between 1 January and 7 February 2018.
D'Ieteren's average stake in Belron equalled 57.78% in 2018. D'Ieteren's stake equalled 94.85% between 1 January and 7 February and declined to 54.85% following the transaction with CD&R on 7 February. On 15 June, Belron implemented an equity-based Management Reward Plan (MRP) which led to a reduction of D'Ieteren's stake to 54.11%. The stake equalled 54.10% at the end of 2018, following the entry of new MRP participants on 6 November 2018.
On a comparable basis, D'Ieteren is aiming for a double-digit improvement for its FY 2019 adjusted consolidated result before tax, Group's share1 . The guidance assumes a 54.10% stake in Belron in 2018 (rebased) and 2019 and average foreign exchange rates in 2019 that are in line with the exchange rates that prevailed at the end of 2018.
Consolidated sales under IFRS amounted to EUR 3,578.1 million (+3.6%). This figure excludes Belron. Combined sales (including 100% of Belron) amounted to EUR 7,417.8 million (+6.9%).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Board of Directors proposes a gross ordinary dividend of EUR 1.00 per share. If this dividend is approved by the General Meeting of Shareholders on 6 June 2019, it will be paid on 14 June 2019 (ex date 12 June and record date 13 June).
The combined net financial debt4 including 100% of Belron totalled EUR 839.4 million at the end of 2018 compared to EUR 1,011.8 million at the end of 2017. The net cash position of "Other", which includes Corporate, amounted to EUR 1,142.2 million at the end of 2018 compared to EUR 550.6 million at the end of 2017.
The Belgian new car market continued to be buoyant until the introduction of WLTP (Worldwide Harmonised Light Vehicle Test Procedure) on 1 September. As expected, WLTP led to significant delivery delays during the remainder of the year. Excluding registrations of less than 30 days3 , the number of new car registrations in Belgium reached 528,174 units (-0.9%). Including de-registrations within 30 days, the Belgian market totalled 549,632 new car registrations, up 0.6% year-on-year. This is only slightly below the record high of 2011. The share of diesel cars continued to decline (35.5% in 2018 compared to 46.4% in 2017) and the share of new energy engines (electric, hybrid, CNG and LPG) rose from 5.4% in 2017 to 5.9% in 2018. SUV's continued to gain in popularity with a share of 37.6% in 2018 versus 31.2% in 2017.
Excluding registrations of less than 30 days3 , the market share of the brands distributed by D'Ieteren Auto reached 21.45% in 2018 (vs 21.31% in 2017). Including these registrations, the market share equalled 20.80% (vs 20.93% in 2017).
Volkswagen reinforced its leadership position with a market share3 of 9.91% (+48bps) mainly thanks to higher demand for the T-Roc, the Tiguan (6th most popular car in Belgium) and the Arteon. The Volkswagen Golf remained the most popular car on the Belgian market. The evolution of Audi's market share3 (5.38% or -85bps) reflects the timing of new model launches and the introduction of WLTP. SEAT's share3 improved by 39bps to 1.79% thanks to the success of the Arona. Škoda's share3 reached 3.74% (+14bps) with good volumes in its popular SUV models (Karoq and Kodiaq). The Octavia remains Škoda's most popular model. Porsche's market share3 (0.60%) was roughly stable with higher registrations of the Cayenne and 911.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Registrations of new light commercial vehicles (0 to 6 tonnes) rose by 2.2% to 78,459 units. The marginal decline in D'Ieteren Auto's market share (10.56% or-13bps) is due to a temporary suspension of deliveries of T6 passenger vans at the beginning of 2018.
The total number of new vehicles, including commercial vehicles, delivered by D'Ieteren Auto in 2018 reached 121,855 units (-2.7% compared to 2017).
D'Ieteren Auto's sales increased by 3.2% to EUR 3,404.0 million in 2018 reflecting a positive price and model mix (more SUV's) effect. The acquisition of dealerships contributed EUR 84.2 million in sales. New vehicle sales increased by 2.9% to EUR 2,990.3 million. The sale of spare parts and accessories reached EUR 186.4 million (+1.4% year-on-year). Revenues from after-sales activities of the corporately-owned dealerships increased by 28.1% to EUR 105.5 million. This strong rise is largely due to the acquisition of dealerships. Used vehicle sales amounted to EUR 68.2 million (+2.9%). D'Ieteren Sport's sales, which are mainly comprised of Yamaha motorbikes, quads and scooters, increased by 5.3% to EUR 29.6 million.
The operating result2 reached EUR 106.8 million (EUR 88.0 million in 2017). The adjusted operating result1,2 increased by 18.7% to EUR 113.0 million mainly reflecting:
The adjusting items1 (EUR -6.2 million) are mainly related to the implementation of the Market Area strategy.
Net financial expenses equalled EUR 1.3 million in 2018 (EUR 2.0 million in 2017). Adjusted net financial expenses1 reached EUR 1.9 million (EUR 2.0 million in 2017).
The result before tax2 reached EUR 115.4 million (+25.4%) or EUR 118.0 million (+18.8%) excluding adjusting items1 . The adjusted result before tax, Group's share1,2, rose by 18.7% to EUR 121.7 million. The contribution of the equity accounted entities to the adjusted result before tax, Group's share1 , amounted to EUR 10.6 million (EUR 9.3 million in 2017).
Income tax expensesreached EUR 38.6 million (EUR 29.3 million in 2017). Adjusted tax expenses1 equalled EUR 40.7 million (compared to EUR 30.5 million in 2017). The rise in tax expenses is due to higher profits and a lower level of tax credits.
The result after tax, Group's share2 , amounted to EUR 76.8 million (EUR 62.7 million in 2017). The adjusted result after tax, Group's share1,2, rose by EUR 8.5 million to EUR 77.3 million.
D'Ieteren Auto's net debt position reached EUR 60.8 million at the end 2018. This figure excludes the net cash balance of the Group's treasury activities.
The free cash flow (after tax) reached EUR -44 million in 2018 (EUR 68 million in 2017). The rise in adjusted EBITDA1,5 (EUR 115 million in 2018 versus EUR 95 million in 2017) was more than offset by higher working capital (EUR -114 million versus EUR -5 million impact), higher net capex (EUR -18 million versus EUR -10 million) which was mainly related to IT/software and higher taxes paid (EUR -25 million versus EUR -11 million). The EUR 79 million y/y increase in inventories reflects the temporary WLTP impact.
D'Ieteren Auto signed new import contracts with Volkswagen Group as well as contracts with the dealers who lead the Market Areas. The new contracts reflect the vision of tomorrow's automotive sector and create new opportunitiesincluding a commercial approach that will become increasingly customer centric.
Project Magellan was launched in September 2018 with the goal to develop a strategy that will prepare D'Ieteren Auto for the changes in the mobility sector.
D'Ieteren Auto announced the next phase of Pole Position, the plan that was launched in 2014 to rationalize the footprint and to improve the profitability of the D'Ieteren Car Centers in Brussels. Since the launch of the plan, the number of sites was reduced from 12 to 6, sales volumes have increased and losses have been reduced. The next phase ("Leading the Race") will consist in reinforcing D'Ieteren Auto's presence in the southwest of Brussels. The existing Seat dealership in Anderlecht will be transformed into a state-of-the-art multi-brand site which will offer sales and after-sales services for Volkswagen (including commercial vehicles), Seat and Škoda asfrom 2022. The sales and after-sales activities of Rue du Mail (Ixelles) and D'Ieteren Centre will be moved to the Anderlecht site. The Drogenbos and Zaventem sites will offer services for Audi.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
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| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
D'Ieteren Auto has acquired the following dealers:
These transactions are in line with the Market Area strategy which aims at a coherent approach, leadership and operational excellence in each of the 25 Market Areas. D'Ieteren plays the role of Market Area Leader in Brussels, Antwerp and Mechelen.
D'Ieteren Auto launched EDI (Electric D'Ieteren Solutions) in January 2019. EDI offers a complete solution for drivers of electric cars and fleet managers including charging stations at home or at work and a charging card with access to more than 100,000 charging stations in 25 European countries. VDFin offers financing for EDI-solutions.
D'Ieteren Auto aims at a higher market share in a Belgian new car market that is expected to be slightly down in 2019. D'Ieteren Auto's sales should by underpinned by new model introductions and replacements, especially at Audi. Following the recent replacement of the Q3 and A1 Sportback and the launch of the e-tron and Q8, Audi's pipeline for this year includes a facelift of the Q7 and A4, the introduction of the A1 City Carver, the Q3 Sportback and the e-tron Sportback and the replacement of the A3 Sportback. Volkswagen is enlarging its SUV offering with the introduction of the T-Cross, the Passat will receive a facelift and the new Golf will be launched in Q4 2019. Seat hasrecently launched a large SUV (Tarraco). Škoda introduced the Scala to extend its offering in the compact car segment. The Octavia Combi will be replaced and a new SUV (Kamiq) will be introduced. Porsche has recently replaced the 911 and will introduce the Cayenne Coupé (Q1 2019) and the fully electric Taycan (December 2019).
Taking into account high comparables, the adjusted result before tax, Group'sshare1,2, is expected to improve slightly in FY 2019 thanksto higher volumes, improved profitability of the retail activities and the contribution of recently announced acquisitions.
At Belron's level (at 100%):
At the level of the reporting segment of Belron in D'Ieteren's consolidated accounts:
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Belron's sales were EUR 3,839.7 million in 2018, an increase of 10.1% comprised of 10.3% organic growth6 and 2.0% growth from acquisitions, partially offset by a negative currency translation impact of 2.1%.
Whereas in the past Belron's geographic footprint was subdivided into two regions (Europe and Outside Europe), it includes the following regions from 2018 onwards:
North American sales increased by 10.7%, consisting of a 13.4% organic6 growth and 0.3% from acquisitions, partially offset by an adverse currency translation effect of 3.1%. The organic6 salesimprovementreflects a highershare in a growing market, increased prices due in partto increased windscreen complexity and higher revenues from ancillary products. Increased windscreen complexity is due to the rising penetration of ADAS. Acquired growth mainly relates to the acquisition of Richardson's Auto Glass in the United States of America which completed in June 2018. The negative currency impact is primarily due to the weakening of the US dollar.
European sales increased by 9.7%, consisting of a 5.8% organic6 increase and 4.3% from acquisitions, partially offset by an adverse currency translation effect of 0.4%. The organic6 sales improvement was primarily in France and Spain reflecting a combination of higher volumes and higher prices due in part to increased windscreen complexity. Acquired growth mainly relates to the 2017 service extension acquisitions in France (Home Damage) and Belgium (Automotive Damage) which completed in March 2017 and October 2017 respectively. The negative currency impact is primarily due to the weaker Turkish lira.
Rest of the World sales increased by 9.4%, consisting of a 10.7% organic6 increase and 1.9% from acquisitions, partially offset by an adverse currency translation effect of 3.2%. The organic6 sales improvement was primarily in the United Kingdom reflecting a combination of increased volumes, increased prices due in part to increased windscreen complexity, and higher revenues from ancillary products. The acquired growth primarily relates the Home Damage Repair and Replacement (HDRR) acquisition in Australia and New Zealand which completed in March 2018. The translation impact is mainly due to the weakening of the Australian dollar.
Total consumers served were a record 17.8 million (+7.8% y/y) of which 17.3 million (+5.9%) in Vehicle Glass Repair and Replacement (VGRR) and Claims Management.
The operating result totalled EUR 103.6 million in 2018 (2017: EUR 148.5 million).
The adjusted operating result1 improved by 18.9% to EUR 225.7 million. Note that according to IFRS 5, Belron's assets and liabilities were classified under 'Non-current assets/liabilities classified as held for sale' between 28 November 2017 when D'Ieteren and CD&R signed a definitive agreement regarding CD&R's acquisition of a 40% stake in Belron and 7 February 2018 when the closing took place. Under IFRS 5, tangible and intangible fixed assets were not depreciated during that period, which had a positive impact of EUR 10.3 million (at 100%) on Belron's (adjusted1 ) operating result in 2018 (EUR 10.5 million in 2017). If one takes into account the depreciation charge between 28 November 2017 and 7 February 2018, the adjusted operating result1 increased by EUR 36.1 million to EUR 215.4 million. The US was the main contributor of this improvement, followed by France, the UK, Spain and Germany.
Charges related to the legacy long-term management incentive programme (3-year rolling plans launched in 2016 and 2017) equalled EUR 34.1 million (2017: EUR 20.2 million). The increase reflectssolid resultsin 2018 and a stronger outlook for 2019. The programme has been replaced by an equity-based reward plan or Management Reward Plan (MRP) in June 2018.
Adjusting items1 at the level of the operating result totalling EUR -122.1 million include the transaction bonus and fees related to the disposal of a 40% stake in Belron (booked in H1 2018), impairment charges in the Netherlands, New Zealand, Hungary and Greece, disposal losses (Russia and Turkey), amortisation of customer contracts and brands, provisions, restructuring costs and re-measurement of financial assets.
Net financial income (EUR 907.3 million) included the consolidated gain (EUR 987.7 million booked in H1 2018) on the disposal of the 40% stake in Belron. The adjusted net financial expenses1 rose from EUR 37.5 million in 2017 to EUR 59.1 million in 2018 as a result of the issue of Term Loans B and the payment of a dividends in Q4 2017 and Q4 2018.
The result before tax reached EUR 1,010.9 million in 2018 (EUR 62.4 million in 2017). The adjusted result before tax, Group's share1 increased by 10.3% to EUR 90.3 million on a comparable basis (assuming 57.78% stake in 2017 and 2018). Adjusted income tax expenses1 equalled EUR 39.1 million (EUR 30.0 million in 2017).
The result after tax, Group's share, rose from EUR 41.3 million in 2017 to EUR 991.6 million in 2018. The adjusted result after tax1 , Group's share, declined from EUR 116.0 million to EUR 74.9 million reflecting D'Ieteren's lower stake (57.78% in 2018 versus 94.85% in 2017) in Belron. On a comparable basis (57.78% stake in Belron in 2017 and 2018), the adjusted result after tax1 , Group's share, improved from EUR 70.7 million to EUR 74.9 million.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Belron's net financial debt4 reached EUR 1,638.6 million (100%) at the end 2018 compared to EUR 1,271.9 million at the end of 2017. A new term loan was issued on 13 November 2018 for USD 455 million (EUR 400 million equivalent). The proceeds were used to pay dividends (EUR 400 million). Belron's net financial debt4 /EBITDA5 multiple reached 4.23x at the end of 2018.
The free cash flow (after tax) amounted to EUR 164 million in 2018 compared to EUR 70 million in 2017. The increase is mainly due to a higher adjusted EBITDA1,5, (EUR 55 million improvement), lower capex (EUR 112 million compared to EUR 174 million in 2017) partly offset by higher income tax and interest payments.
Belron initiated a major business transformation project (the Fit for Growth programme) in Q4 2018 aimed at boosting its financial performance.
In December, Belron sold its operations in Russia and Turkey to the local management teams. As part of the transactions, Belron entered into franchise agreements with the new ownersto continue to provide a trade mark license for the Carglass® brand as well as operational,sales and marketing expertise. The loss on disposal and franchising of EUR 19.8 million is included in adjusting items1 .
At the end of December, Belron entered into negotiations with third parties for the sale and franchising of its operations in Greece and Hungary. Included in adjusting items1 is EUR 10.0 million of costs relating to the planned disposal and franchising of these operations.
The Management Reward Plan (MRP) involving about 250 key employees was put in place on 15 June 2018. The participants of the MRP acquired equity instrumentsin Belron Group SA for a total amount of EUR 21.8 million. As a reminder, part of the issued equity under the MRP consists of "ratchetshares" which will allow management to enjoy additional returns if certain performance hurdles (IRR and Cash on Cash) are satisfied at exit, which will result in additional dilution for existing shareholders. The MRP does not impact D'Ieteren's voting rights (54.85%).
| % SHARE CAPITAL | % VOTING RIGHTS | |
|---|---|---|
| D'Ieteren | 54.10% | 54.85% |
| CD&R | 39.45% | 40.00% |
| Family holding company of Belron's CEO | 5.08% | 5.15% |
| MRP participants | 1.37% | 0.00% |
| Total | 100% | 100% |
Belron anticipates "moderate single digit" organic sales growth6 and a double-digit improvement of the adjusted result before tax, D'Ieteren's share1 . This guidance assumes average exchange rates that are in line with the rates that prevailed at the end of 2018 and a 54.10% stake in Belron in 2018 (rebased) and 2019.
The improvement will reflect sales growth and efficiency initiatives in all countries, together with lower charges related to the long-term management incentive programme. In 2019, the charges will be limited to the programme that started in 2017.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
• Revenues rose by 12.0% to EUR 174.1 million in 2018 or by 14.8% at constant exchange rates with a particularly strong performance in December (+28.8% at constant exchange rates). Each region delivered double digit growth. B2B was the fastest growing channel. The non-paper product category, which mainly consists of bags and small leather goods, contributed 40% of Moleskine's sales growth in 2018.
Financial Statements 2018
Moleskine's sales increased by 12.0% to EUR 174.1 million in 2018 or by 14.8% at constant exchange rates. December sales were particularly strong (+28.8% at constant exchange rates). Each region realized double digit sales growth. The weight of non-paper products increased as turnover from bags and small leather goods more than doubled. The negative currency effect mainly reflects the weaker USD and HKD.
Sales growth at constant exchange rates:
Each distribution channel realized healthy sales growth at constant exchange rates:
The operating result reached EUR 28.6 million in 2018 compared to EUR 25.2 million in 2017 as strategic initiatives are bearing fruit. The non-cash charge related to the long-term incentive program of 2016-2021 amounted to EUR 1.7 million in 2018 versus EUR 2.5 million in 2017.
Net financial charges equalled EUR 9.7 million (EUR 10.1 million in 2017). The result before tax amounted to EUR 18.9 million (EUR 15.2 million in 2017). Income tax revenues equalled EUR 3.9 million (EUR 5.1 million tax expenses in 2017). The 2018 figure includes the Patent Box benefit. On 22 June 2018, the Italian Fiscal Authority and Moleskine signed an agreement in which they defined the calculation methodology to determine the taxation benefit under the Patent Box regime which allows reduced taxation on income derived from the use of intellectual property. The balance sheet as per 31 December 2018 includes a tax receivable of EUR 6.5 million related to the period 2015-2017.
The result after tax more than doubled (EUR 22.8 million or +126%) on the back of higher operating results and the Patent Box benefit.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Moleskine's net debt reached EUR 282.2 million (of which EUR 155.9 million intra-Group borrowing) at the end of 2018 compared to EUR 289.4 million at December 2017.
Free cash flow after tax amounted to EUR 13 million in 2018 compared to EUR 0 million in 2017. The EUR 13 million increase comprises EBITDA growth (EUR 40 million versus EUR 38 million) and lower tax payments (EUR -1 million versus EUR -12 million) partly offset by higher working capital needs (EUR -14 million versus EUR -8 million impact). The decrease in tax payments in mainly explained by the Patent Box benefit. Inventories rose by EUR 9.5 million to EUR 41.7 million due to higher US duties, purchases ahead of 2019 product innovation and a stock buyback in Japan following the change in distribution model.
Moleskine continued to strengthen its regional organizations as knowledge of local customer preferences is deemed crucial to develop the brand's competitive edge in each market. The number of FTE's reached 491 at the end of 2018 (+23 y/y).
Moleskine has always innovated along the analogue-digital continuum. In 2017, it launched the Moleskine Open Innovation Program, a call for innovative ideas to add to the growing Moleskine+ ecosystem of smart objects and services. The project invited talented start-ups to submit concepts, projects and proposals in return for the chance to work closely with Moleskine – sharing expertise, building know-how and turning inspiring ideas into business reality. The twelve most successful applicants were invited from all over the world to the Moleskine headquarters in Milan to present their projects. In 2018, three finalists were selected to work with a group of mentors, facilitators and entrepreneurs from Moleskine as part of a 6-month incubator program to bring their proposals to life and to market. Moleskine is currently exploring routes for long term collaboration with one of the three start-ups that has launched an innovative application in the area of personal productivity.
Actions, a successful app aimed at increasing personal productivity, registered approximately 600,000 downloads since its launch in April 2018. It complements the existing Timepage app.
Moleskine aims at double-digit growth at constant exchange rates for its sales and adjusted profit before tax1 , underpinned by continued sales growth across the regions, channels and product categories. Wholesale revenues growth will leverage its proven distribution capabilities through space management, network expansion, growth of key accounts and further development of key markets such as Japan. B2B is expected to consolidate 2018's outstanding performance while unlocking further potential through a multicategory product strategy. Retail growth will be driven by strong focus on KPI improvement and limited new store openings. E-Commerce will benefit from improved business governance and user experience and the activation of new countries.
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
The reportable operating segment "Other" mainly includes the corporate and real estate activities (D'Ieteren Immo S.A.). The adjusted operating result was almost stable at EUR -9.4 million in 2018. The EUR -11.3 million adjusting item1 is related to the remaining professional fees and other expenses in the framework of the finalisation of the disposal of a 40% stake in Belron.
The net financial costs which amounted to EUR 36.3 million (EUR 10.1 million net financial income in 2017) included adjusting items1 totalling EUR 40.9 million related to the loss on the fair value of a contingent liability and other financial expensesrelating to the disposal of the 40% stake in Belron to CD&R. Adjusted result before tax, Group's share1 reached EUR -4.8 million (EUR -4.3 million in 2017).
The significant increase in the net cash position (from EUR 550.6 million at the end of 2017 to EUR 1,142.2 million at the end of 2018) is primarily the result of the consideration received from CD&R following the disposal of the 40% stake in Belron (EUR 628.7 million), the dividend (EUR 217.4 million) received from Belron in Q4 2018, partially offset by the payment in June 2018 of the aggregate dividend to D'Ieteren's shareholders (EUR 208.4 million). The loan to Moleskine amounted to EUR 155.9 million at the end of 2018.
D'Ieteren Immo S.A. groups all of D'Ieteren's Belgian property interests. Capex was stable at EUR 13 million. The Zen Park project in Drogenbos was completed in June 2018. The site welcomes a state-of-the-art multi-brand bodywork centre and a My Way (second hand cars) centre.Ongoing construction projects include a new Porsche Centre in Wallonia, a Seat dealership in Mechelen and an apartment building (TenBosch Housing) in Brussels. D'Ieteren Immo is preparing plans for the development of the distribution centre site (Kortenberg), the renovation of D'Ieteren's headquarters and the Anderlecht site.
Research and development costs incurred by the group totalled EUR 9.7 million in 2018:
2 In the past, the D'Ieteren Auto reportable operating segment included the automobile distribution activities as well as the Group's corporate and real estate activities. From the publication of the H1 2018 results onwards, the results of the D'Ieteren Auto segment only comprise the automobile distribution activities, hereby improving the transparency of the financial reporting.
1 In order to better reflect its underlying performance and assist investors in gaining a better understanding of its financial performance, D'Ieteren uses Alternative Performance Measures ("APMs"). These APMs are non-GAAP measures, i.e. their definitions are not addressed by IFRS. D'Ieteren does not present APMs as an alternative to financial measures determined in accordance with IFRS and does not give to APMs greater prominence than defined IFRS measures.
Section 2 Full-Year Results
2018
Consolidated Financial
Section 3
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
In order to better reflect its underlying performance and assist investors, securities analysts and other interested parties in gaining a better understanding of its financial performance, the Group uses Alternative Performance Measures ("APMs"). These alternative performance metrics are used internally for analysing the Group's results as well as its business units.
These APMs are non-GAAP measures, i.e. their definition is not addressed by IFRS. They are derived from the audited IFRS accounts. The APMs may not be comparable to similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of the Group's performance or liquidity under IFRS. The Group does not present APMs as an alternative to financial measures determined in accordance with IFRS and does not give to APMs greater prominence than defined IFRS measures.
Each line of the statement of profit or loss (see below), and each subtotal of the segment statement of profit or loss (see below), is broken down in order to provide information on the adjusted result and on the adjusting items.
The adjusting items are identified by the Group in order to present comparable figures, giving to the investors a better view on the way the Group is measuring and managing its financial performance. They comprise the following items, but are not limited to:
Adjusted result consists of the IFRS reported result, excluding adjusting items as listed above.
The Group uses as key performance indicator the adjusted consolidated result before tax, Group's share (Adjusted PBT, Group's share). This APM consists of the segment reported result before tax (PBT), taking into account the result before tax of the discontinued operations, and excluding adjusting items and the share of minority shareholders.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Total | Of which | Total Of which |
||||
| Adjusted | Adjusting | Adjusted | Adjusting | |||
| result | items | result | items | |||
| Revenue | 3,578.1 | 3,578.1 | - | 3,455.1 | 3,455.1 | - |
| Cost of sales | -3,090.4 | -3,090.4 | - | -2,985.2 | -2,978.0 | -7.2 |
| Gross margin | 487.7 | 487.7 | - | 469.9 | 477.1 | -7.2 |
| Commercial and administrative expenses | -376.9 | -359.4 | -17.5 | -374.3 | -366.7 | -7.6 |
| Other operating income | 10.1 | 10.1 | - | 5.8 | 5.8 | - |
| Other operating expenses | -6.2 | -6.2 | - | -5.1 | -5.1 | -0.0 |
| Operating result | 114.7 | 132.2 | -17.5 | 96.3 | 111.1 | -14.8 |
| Net finance costs | -47.3 | -7.0 | -40.3 | -1.9 | -6.5 | 4.6 |
| Finance income | 1.8 | 1.3 | 0.5 | 3.6 | 0.7 | 2.9 |
| Finance costs | -49.1 | -8.3 | -40.8 | -5.5 | -7.2 | 1.7 |
| Share of result of equity-accounted investees, net of income tax | 0.1 | 68.1 | -68.0 | 5.4 | 5.6 | -0.2 |
| Result before tax | 67.5 | 193.3 | -125.8 | 99.8 | 110.2 | -10.4 |
| Income tax expense | -20.9 | -24.8 | 3.9 | -28.5 | -31.4 | 2.9 |
| Result from continuing operations | 46.6 | 168.5 | -121.9 | 71.3 | 78.8 | -7.5 |
| Discontinued operations | 1,002.1 | 14.4 | 987.7 | 43.6 | 122.3 | -78.7 |
| RESULT FOR THE PERIOD | 1,048.7 | 182.9 | 865.8 | 114.9 | 201.1 | -86.2 |
| Result attributable to: | ||||||
| Equity holders of the Company | 1,048.0 | 182.2 | 865.8 | 112.6 | 194.8 | -82.2 |
| Non-controlling interests | 0.7 | 0.7 | - | 2.3 | 6.3 | -4.0 |
| Earnings per share | ||||||
| Basic (EUR) | 19.12 | 3.32 | 15.80 | 2.05 | 3.55 | -1.50 |
| Diluted (EUR) | 19.08 | 3.32 | 15.76 | 2.05 | 3.54 | -1.49 |
| Earnings per share -Continuing operations | ||||||
| Basic (EUR) | 0.85 | 3.08 | -2.23 | 1.30 | 1.44 | -0.14 |
| Diluted (EUR) | 0.85 | 3.07 | -2.22 | 1.30 | 1.43 | -0.13 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Group's reportable operating segments are D'Ieteren Auto, Belron, Moleskine and Other. These operating segments are consistent with the Group's organisational and internal reporting structure, and with the requirements of IFRS 8 "Operating Segments".
In the past, the D'Ieteren Auto reportable operating segment included the automobile distribution activities as well as the Group's corporate and real estate activities. From the publication of the 2018 half-year results onwards, the results of the D'Ieteren Auto segment only comprise the automobile distribution activities; the results of the corporate and real estate activities being presented together in a new separate operating segment "Other". The segment statement of profit or loss for the 12-month period ended 31 December 2017 has been restated accordingly to reflect this new presentation.
Despite its classification as an equity-accounted investee as from the closing of the transaction with CD&R (see note 1 of the 2018 consolidated financial statements for more explanation), Belron remains a reportable operating segment, reflecting the Group's internal reporting structure.
| EUR million | 2018 | |||||
|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | |
| Auto | skine | nations | ||||
| External revenue | 3,404.0 | 3,839.7 | 174.1 | - | -3,839.7 | 3,578.1 |
| Inter-segment revenue | - | - | - | - | - | - |
| Segment revenue | 3,404.0 | 3,839.7 | 174.1 | - | -3,839.7 | 3,578.1 |
| Operating result (being segment result) | 106.8 | 103.6 | 28.6 | -20.7 | -103.6 | 114.7 |
| Of which Adjusted result |
113.0 | 225.7 | 28.6 | -9.4 | -225.7 | 132.2 |
| Adjusting items | -6.2 | -122.1 | - | -11.3 | 122.1 | -17.5 |
| Net finance costs | -1.3 | 907.3 | -9.7 | -36.3 | -907.3 | -47.3 |
| Finance income | 0.9 | 988.6 | 0.7 | 0.2 | -988.6 | 1.8 |
| Finance costs | -2.2 | -81.3 | -5.8 | -41.1 | 81.3 | -49.1 |
| Inter-segment financing interest | - | - | -4.6 | 4.6 | - | - |
| Share of result of equity-accounted investees, | ||||||
| net of income tax | 9.9 | - | - | - | -9.8 | 0.1 |
| Result before tax | 115.4 | 1,010.9 | 18.9 | -57.0 | -1,020.7 | 67.5 |
| Of which Adjusted result |
118.0 | 166.6 | 18.9 | -4.8 | -105.4 | 193.3 |
| Adjusting items | -2.6 | 844.3 | - | -52.2 | -915.3 | -125.8 |
| Income tax expense | -38.6 | -26.8 | 3.9 | 13.8 | 26.8 | -20.9 |
| Result from continuing operations | 76.8 | 984.1 | 22.8 | -43.2 | -993.9 | 46.6 |
| Of which Adjusted result |
77.3 | 127.5 | 22.8 | 7.2 | -66.3 | 168.5 |
| Adjusting items | -0.5 | 856.6 | - | -50.4 | -927.6 | -121.9 |
| Discontinued operations | - | - | - | - | 1,002.1 | 1,002.1 |
| RESULT FOR THE PERIOD | 76.8 | 984.1 | 22.8 | -43.2 | 8.2 | 1,048.7 |
| Attributable to: | D'Ieteren | Belron | Mole- | Other | Group |
|---|---|---|---|---|---|
| Auto | skine | ||||
| Equity holders of the Company | 76.8 | 991.6 | 22.8 | -43.2 | 1,048.0 |
| Of which Adjusted result |
77.3 | 74.9 | 22.8 | 7.2 | 182.2 |
| Adjusting items | -0.5 | 916.7 | - | -50.4 | 865.8 |
| Non-controlling interests | - | 0.7 | - | - | 0.7 |
| RESULT FOR THE PERIOD | 76.8 | 992.3 | 22.8 | -43.2 | 1,048.7 |
In the period, the column "Eliminations" reconciles the segment statement of profit or loss (with the 12-month result of Belron presented on all lines as a continuing operation) to the IFRS Group consolidated statement of profit or loss (with the net result of Belron presented as a discontinued operation from the beginning of the period until the closing of the Transaction (see note 1 of the 2018 consolidated financial statements), and in the line "share of result of equity-accounted investees, net of income tax" for the remaining of the year). See note 2 of the 2018 consolidated financial statements for more information.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | 2017 (1) | |||||
|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | |
| Auto | skine | nations | ||||
| External revenue | 3,299.7 | 3,486.2 | 155.4 | - | -3,486.2 | 3,455.1 |
| Inter-segment revenue | 8.3 | - | - | - | -8.3 | - |
| Segment revenue | 3,308.0 | 3,486.2 | 155.4 | - | -3,494.5 | 3,455.1 |
| Operating result (being segment result) | 88.0 | 148.5 | 25.2 | -16.9 | -148.5 | 96.3 |
| Of which Adjusted result |
95.2 | 189.8 | 25.2 | -9.3 | -189.8 | 111.1 |
| Adjusting items | -7.2 | -41.3 | - | -7.6 | 41.3 | -14.8 |
| Net finance costs | -2.0 | -86.1 | -10.0 | 10.1 | 86.1 | -1.9 |
| Finance income | 0.3 | 0.3 | 0.2 | 3.1 | -0.3 | 3.6 |
| Finance costs | -2.3 | -85.5 | -5.7 | 1.6 | 86.4 | -5.5 |
| Inter-segment financing interest | - | -0.9 | -4.5 | 5.4 | - | - |
| Share of result of equity-accounted investees, | 6.0 | - | - | -0.6 | - | 5.4 |
| net of income tax | ||||||
| Result before tax | 92.0 | 62.4 | 15.2 | -7.4 | -62.4 | 99.8 |
| Of which Adjusted result |
99.3 | 152.3 | 15.2 | -4.3 | -152.3 | 110.2 |
| Adjusting items | -7.3 | -89.9 | - | -3.1 | 89.9 | -10.4 |
| Income tax expense | -29.3 | -18.8 | -5.1 | 5.9 | 18.8 | -28.5 |
| Result from continuing operations | 62.7 | 43.6 | 10.1 | -1.5 | -43.6 | 71.3 |
| Of which Adjusted result |
68.8 | 122.3 | 10.1 | -0.1 | -122.3 | 78.8 |
| Adjusting items | -6.1 | -78.7 | - | -1.4 | 78.7 | -7.5 |
| Discontinued operations | - | - | - | - | 43.6 | 43.6 |
| RESULT FOR THE PERIOD | 62.7 | 43.6 | 10.1 | -1.5 | - | 114.9 |
| Attributable to: | D'Ieteren | Belron | Mole- | Other | Group |
|---|---|---|---|---|---|
| Auto | skine | ||||
| Equity holders of the Company | 62.7 | 41.3 | 10.1 | -1.5 | 112.6 |
| Of which Adjusted result |
68.8 | 116.0 | 10.1 | -0.1 | 194.8 |
| Adjusting items | -6.1 | -74.7 | - | -1.4 | -82.2 |
| Non-controlling interests | - | 2.3 | - | - | 2.3 |
| RESULT FOR THE PERIOD | 62.7 | 43.6 | 10.1 | -1.5 | 114.9 |
(1) As restated to present the four operating segments of the Group - See notes 1 and 2 of the 2018 consolidated financial statements for more information on the restatement of comparative information and explanations on the reportable segments.
The column "Eliminations" reconciles the segment statement of profit or loss (with Belron presented on all lines as a continuing operation) with the IFRS Group consolidated statement of profit or loss (with Belron presented as a discontinued operation).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
In 2018 and 2017, the Group identified the following items as adjusting items throughout the four operating segments (none for Moleskine):
| EUR million | 2018 | ||||||
|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Other | Total | ||||
| Auto | (segment)* | ||||||
| Adjusting items | |||||||
| Included in operating result | -6.2 | -122.1 | -11.3 | -139.6 | |||
| Re-measurements of financial instruments | - | -6.9 | (d) | - | -6.9 | ||
| Amortisation of customer contracts | - | -5.5 | (e) | - | -5.5 | ||
| Amortisation of brands with finite useful life | - | -0.5 | (f) | - | -0.5 | ||
| Impairment of goodwill and of non-current assets | - | -50.3 | (g) | - | -50.3 | ||
| Other adjusting items | -6.2 | (a) | -58.9 | (h) | -11.3 | (j) | -76.4 |
| Included in net finance costs | 0.6 | 966.4 | -40.9 | 926.1 | |||
| Re-measurements of financial instruments | - | - | -20.2 | (k) | -20.2 | ||
| Other adjusting items | 0.6 | (b) | 966.4 | (i) | -20.7 | (m) | 946.3 |
| Included in equity accounted result | 3.0 | (c) | - | - | 3.0 | ||
| Included in segment result before taxes (PBT) | -2.6 | 844.3 | -52.2 | 789.5 |
* Total of the adjusting items at the level of each segment, despite the classification as continuing or discontinued operations. The adjusting items presented in the Belron segment should be deducted from this total to reconcile with the Group figures reported in the segment statement of profit or loss.
| EUR million | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Other | Total | ||||
| Auto | (segment)* | ||||||
| Adjusting items | |||||||
| Included in operating result | -7.2 | -41.3 | -7.6 | -56.1 | |||
| Re-measurements of financial instruments | - | 1.6 | (d) | - | 1.6 | ||
| Amortisation of customer contracts | - | -4.5 | (e) | - | -4.5 | ||
| Amortisation of brands with finite useful life | - | -0.8 | (f) | - | -0.8 | ||
| Impairment of goodwill and of non-current assets | - | -19.5 | (g) | - | -19.5 | ||
| Other adjusting items | -7.2 | (a) | -18.1 | (h) | -7.6 | (j) | -32.9 |
| Included in net finance costs | - | -48.6 | 4.6 | -44.0 | |||
| Re-measurements of put options granted to non controlling interests |
- | - | 1.7 | (l) | 1.7 | ||
| Other adjusting items | - | -48.6 | (i) | 2.9 | (m) | -45.7 | |
| Included in equity accounted result | -0.1 | - | -0.1 | -0.2 | |||
| Included in segment result before taxes (PBT) | -7.3 | -89.9 | -3.1 | -100.3 |
(1) As restated to present the four operating segments of the Group - See notes 1 and 2 of the 2018 consolidated financial statements for more information on the restatement of comparative information and explanations on the reportable segments.
* Total of the adjusting items at the level of each segment, despite the classification as continuing or discontinued operations. The adjusting items presented in the Belron segment should be deducted from this total to reconcile with the Group figures reported in the segment statement of profit or loss.
(a) In the period, other adjusting items in operating result include a charge of EUR 6.2 million (EUR 7.2 million in the prior period) in the framework of the "Market Area" project (optimization of the independent dealer network).
(b) In the period, other adjusting items in net finance costs include the consolidated gain on disposal of a dealership.
(c) In the period, the share of the Group in the adjusting items of entities accounted for using the equity method amounts to EUR 3.0 million and is related to the additional revenue recognised following a change in accounting estimates.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
These impairment charges are recognized following the formal impairment calculation performed on each of the cash-generating units (being the countries where Belron operates).
In the prior period, a total impairment charge of EUR 19.5 million was recognized and comprised an impairment charge of EUR 16 million in Italy (fully allocated to the goodwill) and an impairment charge of EUR 4.0 million on capitalised IT software costs in the United States following a decision to terminate a project to develop a new supply chain system.
(h) In the period, other adjusting items of EUR -58.9 million mainly comprises a transaction bonus (EUR -33.1 million) related to the disposal of a 40% stake of Belron to CD&R (see notes 1 and 16 of the 2018 consolidated financial statements), professional fees related to the above-mentioned transaction and to the set-up of a new management reward plan (EUR -2.8 million), provision costs related to the closure of Canada's claims management business (EUR -5.5 million), restructuring costs regarding the United States field sales teams (EUR -4.5 million), provision costs for on-going (United States) legal disputes (EUR -4.1 million), costs related to an ongoing business transformation programme (EUR -2.7 million), and provision costs relating to the planned disposal and franchising of Greece (EUR -4.2 million) and Hungary (EUR -1.6 million).
In the prior period, other adjusting items of EUR -18.1 million mainly comprised professional fees (EUR -8.1 million) related to the project to bring a minority partner in the business and provision costs (EUR -11.4 million) for two settled (Brazil and United Kingdom) and one on-going (United States) legal disputes.
(i) In the period, other adjusting items in net finance costs include the consolidated gain (EUR 987.7 million) on the disposal of the 40% stake in Belron to CD&R (refer to notes 1 and 16 of the 2018 consolidated financial statements for more information and detail on the calculation), the loss (EUR -20.2 million) relating to the disposal of operations in Russia, Turkey and a business in the United Kingdom and costs (EUR -1.1 million) incurred in relation to additional financing undertaken in November 2018 (Belron issued a new 7-year Term Loan B of USD 455 million and proceeds were used to pay a dividend to shareholders). In the prior period, other adjusting items (EUR -48.6 million) were accelerated interest, fees and transaction costs incurred in relation to the refinancing undertaken in Q4 2017.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | 2018 | 2017 (1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Total | D'Ieteren | Belron | Mole- | Other | Total | |
| Auto | (57.78%) | skine | (segment) | Auto | (94.85%) | skine | (segment) | |||
| Segment reported PBT | 115.4 | 1,010.9 | 18.9 | -57.0 | 1,088.2 | 92.0 | 62.4 | 15.2 | -7.4 | 162.2 |
| Less: Adjusting items in PBT | 2.6 | -844.3 | - | 52.2 | -789.5 | 7.3 | 89.9 | - | 3.1 | 100.3 |
| Segment adjusted PBT | 118.0 | 166.6 | 18.9 | -4.8 | 298.7 | 99.3 | 152.3 | 15.2 | -4.3 | 262.5 |
| Less: Share of the group in tax on adjusted results of equity-accounted investees |
3.7 | - | - | - | 3.7 | 3.2 | - | - | - | 3.2 |
| Share of non-controlling interests in adjusted PBT |
- | -70.3 | - | - | -70.3 | - | -7.8 | - | - | -7.8 |
| Segment adjusted PBT, Group's share | 121.7 | 96.3 | 18.9 | -4.8 | 232.1 | 102.5 | 144.5 | 15.2 | -4.3 | 257.9 |
(1) As restated to present the four operating segments of the Group - See notes 1 and 2 of the 2018 consolidated financial statements for more information on the restatement of comparative information and explanations on the reportable segments.
In the period, the weighted average percentage used for computing the segment adjusted PBT, Group's share of Belron amounts to 57.78% (94.85% in the prior period).
| EUR million | 2018 | 2017 (1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Total | D'Ieteren | Belron | Mole- | Other | Total | |
| Auto | (57.78%) | skine | (segment) | Auto | (57.78%) | skine | (segment) | |||
| Segment adjusted PBT, Group's share | 121.7 | 96.3 | 18.9 | -4.8 | 232.1 | 102.5 | 144.5 | 15.2 | -4.3 | 257.9 |
| Excluding: | ||||||||||
| Depreciation of non-currents assets (Group's Share) |
- | -6.0 | - | - | -6.0 | - | -10.0 | - | - | -10.0 |
| Reduction of the share of the Group (comparable basis with 2018) |
- | - | - | - | - | - | -52.6 | - | - | -52.6 |
| Adjusted PBT, Group's share (key performance indicator) |
121.7 | 90.3 | 18.9 | -4.8 | 226.1 | 102.5 | 81.9 | 15.2 | -4.3 | 195.3 |
(1) As restated to present the four operating segments of the Group - See notes 1 and 2 of the 2018 consolidated financial statements for more information on the restatement of comparative information and explanations on the reportable segments.
In accordance with the requirements of IFRS 5, the Group did not depreciate the Belron's non-current assets as from the date (28 November 2017) of its classification as held for sale until the date of effective disposal (7 February 2018 – see notes 1 and 16 of the 2018 consolidated financial statements for more information). The impact in the consolidated income statement of the period is EUR 10.3 million (EUR 6.0 million for the share of the Group, using the 57.78% average stake of ownership) and should be excluded when calculating the FY2018 Key Performance Indicator.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
In order to better reflect its indebtedness, the Group uses the concept of net debt. This non-GAAP measure, i.e. its definition is not addressed by IFRS, is an Alternative Performance Measure ("APM") and is not presented as an alternative to financial measures determined in accordance with IFRS. Net debt is based on loans and borrowings less cash, cash equivalents and non-current and current asset investments. It excludes the fair value of derivative debt instruments. The hedged loans and borrowings (i.e. those that are accounted for in accordance with the hedge accounting rules of IAS 39/IFRS9) are translated at the contractual foreign exchange rates of the related cross currency swaps. The other loans and borrowings are translated at closing foreign exchange rates.
| EUR million | 31 December 2018 | 31 December 2017 (1) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Total | D'Ieteren | Belron | Mole- | Other | Total | |
| Auto | (100%) | skine | (segment) | Auto | (100%) | skine | (segment) | |||
| Non-current loans and borrowings | 0.7 | 1,709.8 | 114.8 | 0.8 | 1,826.1 | 0.7 | 1,307.1 | 130.5 | 0.8 | 1,439.1 |
| Current loans and borrowings | 2.2 | 47.6 | 37.1 | 0.1 | 87.0 | 0.5 | 41.2 | 31.9 | 0.1 | 73.7 |
| Inter-segment financing | - | - | 155.9 | -155.9 | - | - | - | 152.0 | -152.0 | - |
| Adjustment for hedged borrowings | - | 6.2 | - | - | 6.2 | - | - | - | - | - |
| Gross debt | 2.9 | 1,763.6 | 307.8 | -155.0 | 1,919.3 | 1.2 | 1,348.3 | 314.4 | -151.1 | 1,512.8 |
| Less: Cash and cash equivalents | 57.9 | -124.2 | -23.8 | -967.1 | -1,057.2 | -0.1 | -76.4 | -25.0 | -272.3 | -373.8 |
| Less: Cash included in assets held for sale | - | -0.8 | - | - | -0.8 | - | - | - | - | - |
| Less: Current financial assets | - | - | -1.8 | - | -1.8 | - | - | - | -107.1 | -107.1 |
| Less: Other non-current receivables | - | - | - | -20.1 | -20.1 | - | - | - | -20.1 | -20.1 |
| Total net debt | 60.8 | 1,638.6 | 282.2 | -1,142.2 | 839.4 | 1.1 | 1,271.9 | 289.4 | -550.6 | 1,011.8 |
(1) As restated to present the four operating segments of the Group - See notes 1 and 2 of the 2018 consolidated financial statements for more information on the restatement of comparative information and explanations on the reportable segments.
In both periods, the inter-segment loans comprise amounts lent by the Corporate department to the Moleskine segment (non-recourse loan in the framework of the acquisition), at arm's length conditions.
Belron's net financial debt rose from EUR 1,271.9 million at the end of December 2017 to EUR 1,638.6 million at the end of December 2018. In November 2018 Belron issued a new 7-year Term Loan B facility of USD 455 million (cross currency interest rate swaps were used to swap USD 390 million into EUR 346 million of Euro denominated borrowings). Proceeds were used to pay a dividend (EUR 400 million) to its shareholders.
The increase in the net cash position of the segment "Other" (from EUR 550.6 million at 31 December 2017 to EUR 1,142.2 million at the end of December 2018) is primarily the result of the consideration received from CD&R following the disposal of the 40% stake in Belron (EUR 628.7 million), the dividend (EUR 217.4 million) received from Belron in Q4 2018 following the issue of a new term loan (see above), partially offset by the payment in June 2018 of the aggregate dividend to shareholders (EUR 208.4 million).
Full-Year Results
Section 2 2018
Consolidated Financial Statements 2018
Section 3
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance
Statement
Section 6
information
Disclosure of non-financial
Share Information
Section 7
26 Note 1: General Information
45 Note 9: Current and Deferred Income Taxes
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
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| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
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The notes on pages 21 to 83 are an integral part of these consolidated financial statements.
The Group uses Alternative Performance Measures (non-GAAP measures) to reflect its financial performance – See consolidated management report and press release.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Year ended 31 December
| EUR million | Notes | 2018 | 2017 |
|---|---|---|---|
| Result for the period | 1,048.7 | 114.9 | |
| Other comprehensive income | |||
| Items that will never be reclassified to profit or loss: | 19.9 | 41.2 | |
| Re-measurements of defined benefit liabilities/assets | 8 | 1.2 | 60.1 |
| Related tax | -0.4 | -18.0 | |
| Equity-accounted investees - share of OCI (net of tax) | 15 | 19.1 | -0.9 |
| of which items from discontinued operations | - | 40.8 | |
| Items that may be reclassified subsequently to profit or loss: | 32.5 | -20.1 | |
| Translation differences | 10.7 | -20.7 | |
| Reclassification of foreign currency difference on loss of exclusive control | 16 | 32.0 | - |
| Cash flow hedges: fair value gains (losses) in equity | -0.6 | 0.3 | |
| Reclassification of cash flow hedges on loss of exclusive control | 16 | -0.4 | - |
| Tax relating to cash flow hedges | - | 0.3 | |
| Equity-accounted investees - share of OCI (net of tax) | 15 | -9.2 | - |
| of which items from discontinued operations | 43.5 | -20.4 | |
| Other comprehensive income, net of tax | 52.4 | 21.1 | |
| Total comprehensive income for the period | 1,101.1 | 136.0 | |
| being: attributable to equity holders of the Company |
1,100.4 | 131.9 | |
| of which continuing operations | 55.5 | 72.0 | |
| of which discontinued operations | 1,044.9 | 59.9 | |
| attributable to non-controlling interests ("NCI") | 0.7 | 4.1 |
The notes on pages 21 to 83 are an integral part of these consolidated financial statements.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
At 31 December
| EUR million | Notes | 2018 | 2017 (1) |
|---|---|---|---|
| Goodwill | 10 | 190.3 | 184.2 |
| Intangible assets | 11 | 433.1 | 422.6 |
| Property, plant & equipment | 12 | 222.0 | 211.3 |
| Investment property | 13 | 13.9 | 9.0 |
| Equity-accounted investees | 15 | 721.4 | 69.2 |
| Deferred tax assets | 9 | 26.3 | 19.9 |
| Other receivables | 19 | 24.7 | 25.6 |
| Non-current assets | 1,631.7 | 941.8 | |
| Inventories | 14 | 455.7 | 367.7 |
| Investments | - | 107.1 | |
| Current tax assets | 9 | 10.0 | 7.6 |
| Trade and other receivables | 19 | 394.3 | 309.9 |
| Cash & cash equivalents | 18 | 933.0 | 297.3 |
| Assets classified as held for sale | 16 | 0.9 | 2,528.2 |
| Current assets | 1,793.9 | 3,617.8 | |
| TOTAL ASSETS | 3,425.6 | 4,559.6 | |
| Capital & reserves attributable to equity holders Non-controlling interests ("NCI") |
2,655.1 0.3 |
1,764.3 -3.8 |
|
| Equity | 2,655.4 | 1,760.5 | |
| Employee benefits | 8 | 23.9 | 24.4 |
| Provisions | 21 | 14.9 | 18.9 |
| Loans & borrowings | 22 | 116.3 | 132.0 |
| Other financial liabilities | 17 | 20.2 | - |
| Put options granted to non-controlling interests | 0.3 | - | |
| Other payables | 23 | 1.6 | 1.5 |
| Deferred tax liabilities | 9 | 131.4 | 135.0 |
| Non-current liabilities | 308.6 | 311.8 | |
| Provisions | 21 | 2.2 | 1.8 |
| Loans & borrowings | 22 | 39.4 | 32.5 |
| Derivative hedging instruments | 17 | 0.4 | - |
| Put options granted to non-controlling interests | 25 | - | 80.9 |
| Current tax liabilities | 9 | 5.8 | 1.8 |
| Trade & other payables | 23 | 413.8 | 376.0 |
| Liabilities directly associated with the assets held for sale | 16 | - | 1,994.3 |
| Current liabilities | 461.6 | 2,487.3 | |
| TOTAL EQUITY AND LIABILITIES | 3,425.6 | 4,559.6 |
(1) As restated – refer to note 1 for additional information on the restatement of comparative information. The notes on pages 6 to 63 are an integral part of these consolidated financial statements. (1) As restated – refer to note 1 for additional information on the restatement of comparative information.
The notes on pages 21 to 83 are an integral part of these consolidated financial statements.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4
Summarised Statutory Financial Statements 2018
Corporate Governance
Section 5
Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
At 31 December
| EUR million | Capital and reserves attributable to equity holders | Total | Non- | Equity | |||||
|---|---|---|---|---|---|---|---|---|---|
| Share | Share | Treasury | Hedging | Retained | Cumu- | Group's | controlling | ||
| capital | premium | shares | reserve | earnings | lative | share | interests | ||
| translation | |||||||||
| differences | |||||||||
| At 1 January 2017 | 160.0 | 24.4 | -34.3 | 0.1 | 1,556.3 | -23.5 | 1,683.0 | 0.5 | 1,683.5 |
| Profit for the period | - | - | - | - | 112.6 | - | 112.6 | 2.3 | 114.9 |
| Other comprehensive income | - | - | - | 0.3 | 39.4 | -20.4 | 19.3 | 1.8 | 21.1 |
| Total comprehensive income for the period | - | - | - | 0.3 | 152.0 | -20.4 | 131.9 | 4.1 | 136.0 |
| Treasury shares | - | - | -0.3 | - | - | - | -0.3 | - | -0.3 |
| Dividends | - | - | - | - | -52.1 | - | -52.1 | -26.2 | -78.3 |
| Put options - movements of the period | - | - | - | - | - | - | - | 17.8 | 17.8 |
| Other movements | - | - | - | - | 1.8 | - | 1.8 | - | 1.8 |
| Total contribution and distribution | - | - | -0.3 | - | -50.3 | - | -50.6 | -8.4 | -59.0 |
| Total change in ownership interests | - | - | - | - | - | - | - | - | - |
| At 31 December 2017 | 160.0 | 24.4 | -34.6 | 0.4 | 1,658.0 | -43.9 | 1,764.3 | -3.8 | 1,760.5 |
| At 1 January 2018 (before restatement) | 160.0 | 24.4 | -34.6 | 0.4 | 1,658.0 | -43.9 | 1,764.3 | -3.8 | 1,760.5 |
| Opening IFRS 9 restatement (see note 34) | - | - | - | - | -1.1 | - | -1.1 | - | -1.1 |
| At 1 January 2018 (restated) | 160.0 | 24.4 | -34.6 | 0.4 | 1,656.9 | -43.9 | 1,763.2 | -3.8 | 1,759.4 |
| Profit for the period | - | - | - | - | 1,048.0 | - | 1,048.0 | 0.7 | 1,048.7 |
| Other comprehensive income | - | - | - | 2.2 | 21.1 | 29.1 | 52.4 | - | 52.4 |
| Total comprehensive income for the period | - | - | - | 2.2 | 1,069.1 | 29.1 | 1,100.4 | 0.7 | 1,101.1 |
| Treasury shares | - | - | -3.7 | - | - | - | -3.7 | - | -3.7 |
| Dividends (see note 20) | - | - | - | - | -208.4 | - | -208.4 | - | -208.4 |
| Other movements | - | - | - | - | 3.6 | - | 3.6 | -0.4 | 3.2 |
| Total contribution and distribution | - | - | -3.7 | - | -204.8 | - | -208.5 | -0.4 | -208.9 |
| Disposal of subsidiary with change in control (see note 16) |
- | - | - | - | - | - | - | 3.8 | 3.8 |
| Total change in ownership interests | - | - | - | - | - | - | - | 3.8 | 3.8 |
| At 31 December 2018 | 160.0 | 24.4 | -38.3 | 2.6 | 2,521.2 | -14.8 | 2,655.1 | 0.3 | 2,655.4 |
The notes on pages 6 to 63 are an integral part of these consolidated financial statements. The notes on pages 21 to 83 are an integral part of these consolidated financial statements.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Year ended 31 December
| EUR million | Notes | 2018 | 2017 |
|---|---|---|---|
| Cash flows from operating activities - Continuing | |||
| Result for the period | 46.6 | 71.3 | |
| Income tax expense | 9 | 20.9 | 28.5 |
| Share of result of equity-accounted investees, net of income tax | 15 | -0.1 | -5.4 |
| Net finance costs | 5 | 47.3 | 1.9 |
| Operating result from continuing operations | 114.7 | 96.3 | |
| Depreciation | 4/12 | 18.8 | 17.8 |
| Amortisation of intangible assets | 4/11 | 4.7 | 4.1 |
| Other non cash items | -1.7 | 5.6 | |
| Employee benefits | -4.0 | -4.5 | |
| Change in net working capital | -130.9 | -10.8 | |
| Cash generated from operations | 1.6 | 108.5 | |
| Income tax paid | -29.0 | -23.1 | |
| Net cash from operating activities | -27.4 | 85.4 | |
| Cash flows from investing activities - Continuing | |||
| Purchase of property, plant and equipment and intangible assets | -45.0 | -35.9 | |
| Sale of property, plant and equipment and intangible assets | 6.5 | 2.7 | |
| Net capital expenditure | -38.5 | -33.2 | |
| Acquisition of subsidiaries (net of cash acquired) | 24 | -15.0 | -16.5 |
| Disposal of subsidiaries and equity-accounted investees (net of cash disposed of) | 4.9 | 2.5 | |
| Contribution of cash from / (to) joint ventures | 22.4 | 2.2 | |
| Proceeds from the sale of/(investments in) financial assets | 107.1 | -107.1 | |
| Interest received | 0.3 | 0.1 | |
| Dividends and proceeds from capital reduction received from equity-accounted investees | 18 | 217.4 | - |
| Net investment in other financial assets | -0.3 | 4.5 | |
| Net cash from investing activities | 298.3 | -147.5 | |
| Cash flows from financing activities - Continuing | |||
| Acquisition (-)/Disposal (+) of non-controlling interests | 0.3 | - | |
| Net disposal/(acquisition) of treasury shares | -3.7 | -0.3 | |
| Repayment of finance lease liabilities | 22 | -0.1 | -0.1 |
| Net change in other loans and borrowings | 22 | -25.6 | -116.7 |
| Interest paid | -7.0 | -5.1 | |
| Dividends paid by Company | 20 | -208.4 | -52.1 |
| Dividends received from subsidiaries | - | 482.5 | |
| Net cash from financing activities | -244.5 | 308.2 | |
| Cash flows from continuing operations | 26.4 | 246.1 | |
| Cash flows from discontinued operations | 16 | 532.3 | 37.2 |
| TOTAL CASH FLOW FOR THE PERIOD | 558.7 | 283.3 | |
| Reconciliation with statement of financial position | |||
| Cash at beginning of period | 18 | 295.7 | 96.7 |
| Cash included in non-current assets classified as held for sale | 76.4 | - | |
| Cash equivalents at beginning of period | 1.6 | 1.5 | |
| Cash and cash equivalents at beginning of period | 373.7 | 98.2 | |
| Total cash flow for the period | 558.7 | 283.3 | |
| Translation differences | 0.6 | -7.8 | |
| Cash and cash equivalents at end of period | 933.0 | 373.7 | |
| Included within "Cash and cash equivalents" | 18 | 933.0 | 297.3 |
| Included within "Non-current assets classified as held for sale" | 16 | - | 76.4 |
The notes on pages 21 to 83 are an integral part of these consolidated financial statements.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
s.a. D'Ieteren n.v. (the Company) is a public company incorporated and domiciled in Belgium, whose controlling shareholders are listed in note 20. The address of the Company's registered office is: Rue du Mail 50, B-1050 Brussels.
In existence since 1805, and across family generations, the Company seeks growth and value creation by pursuing a strategy on the long term for its businesses and actively encouraging and supporting them to develop their position in their industry or in their geographies. The Company, its subsidiaries and its interests in associates and joint ventures (together the Group) form an international group, currently active in three activities articulated around strong brands:
The Company is listed on Euronext Brussels.
These consolidated financial statements have been authorized for issue by the Board of Directors on 28 February 2019.
On 28 November 2017, the Company announced the signing of a definitive agreement with Clayton, Dubilier and Rice (CD&R) regarding a partnership investment in Belron. The transaction whereby CD&R acquired a 40% stake in Belron closed on 7 February 2018 (the "Transaction"). As from the closing of the Transaction, Belron's results are included under equity-accounting method (54.10% stake – see note 15; joint control with CD&R), following the loss of exclusive control (some reserved matters being shared with CD&R). In accordance with the requirements of IFRS 5 "Non-Current Assets Classified as Held for Sale and Discontinued Operations", the results of Belron (from 1 January 2018 to 7 February 2018 and for the year ended 31 December 2017) are presented under discontinued operations (94.85% stake). Refer to note 16 for additional information on the Transaction.
The pending exit of the UK from the European Union (Brexit) could affect estimations or judgements made in the preparation of the financial statements, mostly for the entities with operations in the UK or Europe. Due to the uncertainty about developments of the negotiations and the exit scenario, the Group is currently not in a position to provide meaningful estimates of the impact of the Brexit on the financial performance. Risks and potential exposures to the Brexit are however assessed as reasonable due to the limited exposure of the Group to the UK economic environment and to the measures taken by local management to mitigate the risks. Examples of mitigating actions for Belron are negotiations with suppliers guaranteeing volumes and agreed prices for 2019 and the fact the purchases in foreign currencies in the UK have been hedged for 2019.
The consolidated statement of financial position and the segment information have been restated to account for the following elements:
In order to better reflect its underlying performance and assist investors in gaining a better understanding of its financial performance, the Group uses Alternative Performance Measures ("APMs"). These APMs are non-GAAP measures, i.e. their definition is not addressed by IFRS. The Group does not present APMs as an alternative to financial measures determined in accordance with IFRS and does not give to APMs greater prominence than defined IFRS measures.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Group's reportable operating segments are D'Ieteren Auto, Belron, Moleskine and Other. These operating segments are consistent with the Group's organisational and internal reporting structure, and with the requirements of IFRS 8 "Operating Segments".
In the past, the D'Ieteren Auto reportable operating segment included the automobile distribution activities as well as the Group's corporate and real estate activities. From the publication of the 2018 results onwards, the results of the D'Ieteren Auto segment only comprise the automobile distribution activities; the results of the corporate and real estate activities being presented together in a new separate operating segment "Other". The segment statement of profit or loss for the year ended 31 December 2017, the segment statement of cash flows and the segment statement of financial position as at 31 December 2017 have been restated accordingly to reflect this new presentation.
Belron comprises Belron Group s.a. and its subsidiaries. Despite its classification as an equity-accounted investee as from the closing of the Transaction (see notes 1 and 16), Belron remains a reportable operating segment, reflecting the Group's internal reporting structure.
Moleskine comprises Moleskine S.p.a. and its subsidiaries.
These operating segments are consistent with the Group's organisational and internal reporting structure.
| EUR million | Notes | 2018 | |||||
|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | ||
| Auto | skine | nations | |||||
| External revenue | 3 | 3,404.0 | 3,839.7 | 174.1 | - | -3,839.7 | 3,578.1 |
| Inter-segment revenue | - | - | - | - | - | - | |
| Segment revenue | 3,404.0 | 3,839.7 | 174.1 | - | -3,839.7 | 3,578.1 | |
| Operating result (being segment result) | 4 | 106.8 | 103.6 | 28.6 | -20.7 | -103.6 | 114.7 |
| Net finance costs | 5 | -1.3 | 907.3 | -9.7 | -36.3 | -907.3 | -47.3 |
| Finance income | 0.9 | 988.6 | 0.7 | 0.2 | -988.6 | 1.8 | |
| Finance costs | -2.2 | -81.3 | -5.8 | -41.1 | 81.3 | -49.1 | |
| Inter-segment financing interest | - | - | -4.6 | 4.6 | - | - | |
| Share of result of equity-accounted investees, net of income tax |
15 | 9.9 | - | - | - | -9.8 | 0.1 |
| Result before tax | 115.4 | 1,010.9 | 18.9 | -57.0 | -1,020.7 | 67.5 | |
| Income tax expense | 9 | -38.6 | -26.8 | 3.9 | 13.8 | 26.8 | -20.9 |
| Result from continuing operations | 76.8 | 984.1 | 22.8 | -43.2 | -993.9 | 46.6 | |
| Discontinued operations | 1/16 | - | - | - | - | 1,002.1 | 1,002.1 |
| RESULT FOR THE PERIOD | 76.8 | 984.1 | 22.8 | -43.2 | 8.2 | 1,048.7 |
| Attributable to: | D'Ieteren | Belron | Moles- | Other | Group |
|---|---|---|---|---|---|
| Auto | kine | ||||
| Equity holders of the Company | 76.8 | 991.6 | 22.8 | -43.2 | 1,048.0 |
| Non-controlling interests | - | 0.7 | - | - | 0.7 |
| RESULT FOR THE PERIOD | 76.8 | 992.3 | 22.8 | -43.2 | 1,048.7 |
In 2018, the column "Eliminations" reconciles the segment statement of profit or loss (with the 12-month result of Belron presented on all lines as a continuing operation) to the IFRS Group consolidated statement of profit or loss (with the net result of Belron presented as a discontinued operation from the beginning of the period until the closing of the Transaction – see note 1, and in the line "share of result of equity-accounted investees, net of income tax" for the remaining of the period).
In 2018, in the Belron segment, the result for the period attributable to non-controlling interests (EUR 0.7 million) represents the share of non-controlling interests in Belron's net result from the beginning of the period until the closing of the Transaction (see notes 1 and 16).
In 2018, the line "discontinued operations" includes the consolidated gain associated with the loss of exclusive control on the sale of a 40% stake in Belron to CD&R. Refer to notes 1 and 16 for more information.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Note 2.2: Segment Statement of Profit or Loss - Operating Segments (Year ended 31 December)
| EUR million | 2017 (1) | |||||
|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | |
| Auto | skine | nations | ||||
| External revenue | 3,299.7 | 3,486.2 | 155.4 | - | -3,486.2 | 3,455.1 |
| Inter-segment revenue | 8.3 | - | - | - | -8.3 | - |
| Segment revenue | 3,308.0 | 3,486.2 | 155.4 | - | -3,494.5 | 3,455.1 |
| Operating result (being segment result) | 88.0 | 148.5 | 25.2 | -16.9 | -148.5 | 96.3 |
| Net finance costs | -2.0 | -86.1 | -10.0 | 10.1 | 86.1 | -1.9 |
| Finance income | 0.3 | 0.3 | 0.2 | 3.1 | -0.3 | 3.6 |
| Finance costs | -2.3 | -85.5 | -5.7 | 1.6 | 86.4 | -5.5 |
| Inter-segment financing interest | - | -0.9 | -4.5 | 5.4 | - | - |
| Share of result of equity-accounted investees, | ||||||
| net of income tax | 6.0 | - | - | -0.6 | - | 5.4 |
| Result before tax | 92.0 | 62.4 | 15.2 | -7.4 | -62.4 | 99.8 |
| Income tax expense | -29.3 | -18.8 | -5.1 | 5.9 | 18.8 | -28.5 |
| Result from continuing operations | 62.7 | 43.6 | 10.1 | -1.5 | -43.6 | 71.3 |
| Discontinued operations | - | - | - | - | 43.6 | 43.6 |
| RESULT FOR THE PERIOD | 62.7 | 43.6 | 10.1 | -1.5 | - | 114.9 |
| D'Ieteren | Belron | Moles- | Other | Group | ||
| Attributable to: | Auto | kine | ||||
| Equity holders of the Company | 62.7 | 41.3 | 10.1 | -1.5 | 112.6 | |
| Non-controlling interests | - | 2.3 | - | - | 2.3 | |
| RESULT FOR THE PERIOD | 62.7 | 43.6 | 10.1 | -1.5 | 114.9 |
(1) As restated to reflect the four operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments
In 2017, the column "Eliminations" reconciles the segment statement of profit or loss (with Belron presented on all lines as a continuing operation) to the IFRS Group consolidated statement of profit or loss (with Belron presented as a discontinued operation).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | Notes | 31 December 2018 | |||||
|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Moleskine | Other | Elimi- | Group | ||
| Auto | nations | ||||||
| Goodwill | 10 | 18.4 | 544.4 | 171.9 | - | -544.4 | 190.3 |
| Intangible assets | 11 | 20.5 | 447.6 | 412.5 | 0.1 | -447.6 | 433.1 |
| Property, plant & equipment | 12 | 31.1 | 355.6 | 10.1 | 180.8 | -355.6 | 222.0 |
| Investment property | 13 | 0.1 | - | - | 13.8 | - | 13.9 |
| Equity-accounted investees | 15 | 76.6 | - | - | - | 644.8 | 721.4 |
| Financial assets | - | 9.4 | - | - | -9.4 | - | |
| Employee benefits | - | 91.8 | - | - | -91.8 | - | |
| Deferred tax assets | 9 | 6.3 | 18.4 | 11.2 | 8.8 | -18.4 | 26.3 |
| Other receivables | 19 | 2.5 | 2.2 | 1.3 | 20.9 | -2.2 | 24.7 |
| Non-current assets | 155.5 | 1,469.4 | 607.0 | 224.4 | -824.6 | 1,631.7 | |
| Inventories | 14 | 414.0 | 320.1 | 41.7 | - | -320.1 | 455.7 |
| Derivative financial instruments | - | 2.6 | - | - | -2.6 | - | |
| Current tax assets | 9 | 1.1 | 7.7 | 8.9 | - | -7.7 | 10.0 |
| Trade and other receivables | 19 | 352.3 | 315.7 | 40.4 | 1.6 | -315.7 | 394.3 |
| Cash & cash equivalents | 18 | -57.9 | 124.2 | 23.8 | 967.1 | -124.2 | 933.0 |
| Assets classified as held for sale | 16 | - | 3.1 | - | 0.9 | -3.1 | 0.9 |
| Current assets | 709.5 | 773.4 | 114.8 | 969.6 | -773.4 | 1,793.9 | |
| TOTAL ASSETS | 865.0 | 2,242.8 | 721.8 | 1,194.0 | -2,242.8 | 3,425.6 | |
| Equity | - | - | - | 2,655.4 | - | 2,655.4 | |
| Employee benefits | 8 | 21.1 | 6.7 | 2.0 | 0.8 | -6.7 | 23.9 |
| Provisions | 21 | 10.4 | 54.9 | 4.1 | 0.4 | -54.9 | 14.9 |
| Loans & borrowings | 22 | 0.7 | 1,709.8 | 114.8 | 0.8 | -1,709.8 | 116.3 |
| Inter-segment loan | 22 | - | - | 155.9 | -155.9 | - | - |
| Derivative hedging instruments | - | 10.1 | - | - | -10.1 | - | |
| Derivatives held for trading | - | 0.5 | - | - | -0.5 | - | |
| Other financial liabilities | 17 | - | - | - | 20.2 | - | 20.2 |
| Put options granted to non-controlling interests | 0.3 | - | - | - | - | 0.3 | |
| Other payables | 23 | - | 3.1 | 1.6 | - | -3.1 | 1.6 |
| Deferred tax liabilities | 9 | 1.5 | 12.3 | 110.8 | 19.1 | -12.3 | 131.4 |
| Non-current liabilities | 34.0 | 1,797.4 | 389.2 | -114.6 | -1,797.4 | 308.6 | |
| Provisions | 21 | - | 59.1 | 2.2 | - | -59.1 | 2.2 |
| Loans & borrowings | 22 | 2.2 | 47.6 | 37.1 | 0.1 | -47.6 | 39.4 |
| Inter-segment loan | - | - | - | - | - | - | |
| Derivative hedging instruments | - | 0.3 | 0.4 | - | -0.3 | 0.4 | |
| Derivatives held for trading | - | 3.0 | - | - | -3.0 | - | |
| Current tax liabilities | 9 | 10.7 | 13.9 | 0.5 | -5.4 | -13.9 | 5.8 |
| Trade & other payables | 23 | 367.8 | 524.0 | 42.0 | 4.0 | -524.0 | 413.8 |
| Liabilities directly associated with the assets held for sale | 16 | - | 8.1 | - | - | -8.1 | - |
| Current liabilities | 380.7 | 656.0 | 82.2 | -1.3 | -656.0 | 461.6 | |
| TOTAL EQUITY AND LIABILITIES | 414.7 | 2,453.4 | 471.4 | 2,539.5 | -2,453.4 | 3,425.6 |
In 2018, the column "Eliminations" reconciles the segment statement of financial position (including the assets and liabilities of Belron) to the IFRS consolidated statement of financial position (with Belron presented as an equity-accounted investee).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | ||||||
|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Moleskine | Other | Elimi- | Group | |
| Auto | nations | |||||
| Goodwill | 12.3 | 898.2 | 171.9 | - | -898.2 | 184.2 |
| Intangible assets | 11.4 | 463.3 | 411.1 | 0.1 | -463.3 | 422.6 |
| Property, plant & equipment | 23.4 | 369.9 | 10.6 | 177.3 | -369.9 | 211.3 |
| Investment property | 0.2 | - | - | 8.8 | - | 9.0 |
| Equity-accounted investees | 69.2 | - | - | - | - | 69.2 |
| Available-for-sale financial assets | - | 0.5 | - | - | -0.5 | - |
| Derivative hedging instruments | - | 2.0 | - | - | -2.0 | - |
| Derivatives held for trading | - | 0.3 | - | - | -0.3 | - |
| Employee benefits | - | 39.4 | - | - | -39.4 | - |
| Deferred tax assets | 9.2 | 45.3 | 7.8 | 2.9 | -45.3 | 19.9 |
| Other receivables | 2.3 | 2.2 | 2.4 | 20.9 | -2.2 | 25.6 |
| Non-current assets | 128.0 | 1,821.1 | 603.8 | 210.0 | -1,821.1 | 941.8 |
| Inventories | 335.5 | 300.8 | 32.2 | - | -300.8 | 367.7 |
| Investments | - | - | - | 107.1 | - | 107.1 |
| Derivative hedging instruments | - | 0.3 | - | - | -0.3 | - |
| Derivatives held for trading | - | 2.8 | - | - | -2.8 | - |
| Current tax assets | 0.4 | 4.7 | 7.2 | - | -4.7 | 7.6 |
| Trade and other receivables | 281.1 | 309.9 | 28.4 | 0.4 | -309.9 | 309.9 |
| Cash & cash equivalents | 0.1 | 76.4 | 24.9 | 272.3 | -76.4 | 297.3 |
| Assets classified as held for sale | 6.7 | - | - | 5.5 | 2,516.0 | 2,528.2 |
| Current assets | 623.8 | 694.9 | 92.7 | 385.3 | 1,821.1 | 3,617.8 |
| TOTAL ASSETS | 751.8 | 2,516.0 | 696.5 | 595.3 | - | 4,559.6 |
| Equity | - | - | - | 1,760.5 | - | 1,760.5 |
| Employee benefits | 21.8 | 9.3 | 1.8 | 0.8 | -9.3 | 24.4 |
| Provisions | 15.8 | 37.9 | 2.5 | 0.6 | -37.9 | 18.9 |
| Loans & borrowings | 0.7 | 1,307.0 | 130.5 | 0.8 | -1,307.0 | 132.0 |
| Inter-segment loan | - | - | 152.0 | -152.0 | - | - |
| Other payables | - | 5.4 | 1.5 | - | -5.4 | 1.5 |
| Deferred tax liabilities | 1.8 | 10.6 | 110.6 | 22.6 | -10.6 | 135.0 |
| Non-current liabilities | 40.1 | 1,370.2 | 398.9 | -127.2 | -1,370.2 | 311.8 |
| Provisions | - | 50.5 | 1.8 | - | -50.5 | 1.8 |
| Loans & borrowings | 0.5 | 41.2 | 31.9 | 0.1 | -41.2 | 32.5 |
| Derivative hedging instruments | - | 2.6 | - | - | -2.6 | - |
| Derivatives held for trading | - | 0.6 | - | - | -0.6 | - |
| Put options granted to non-controlling interests | - | - | - | 80.9 | - | 80.9 |
| Current tax liabilities | 1.1 | 26.5 | 0.7 | - | -26.5 | 1.8 |
| Trade & other payables | 337.0 | 501.3 | 34.3 | 4.7 | -501.3 | 376.0 |
| Liabilities directly associated with the assets held for sale | 1.4 | - | - | - | 1,992.9 | 1,994.3 |
| Current liabilities | 340.0 | 622.7 | 68.7 | 85.7 | 1,370.2 | 2,487.3 |
| TOTAL EQUITY AND LIABILITIES | 380.1 | 1,992.9 | 467.6 | 1,719.0 | - | 4,559.6 |
(1) As restated to reflect the four operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments
In 2017, the column "Eliminations" reconciles the segment statement of financial position (with the assets and liabilities of Belron presented in each relevant line item) to the IFRS Group consolidated statement of financial position (with Belron classified as held for sale).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Note 2.4: Segment Statement of Cash Flows - Operating Segments (Year ended 31 December)
| EUR million | Notes | 2018 | |||||
|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | ||
| Auto | skine | nations | |||||
| Cash flows from operating activities - Continuing | |||||||
| Result for the period | 76.8 | 984.1 | 22.8 | -43.2 | -993.9 | 46.6 | |
| Income tax expense | 9 | 38.6 | 26.8 | -3.9 | -13.8 | -26.8 | 20.9 |
| Share of result of equity-accounted investees, net of income tax | 15 | -9.9 | - | - | - | 9.8 | -0.1 |
| Net finance costs | 5 | 1.3 | -907.3 | 9.7 | 36.3 | 907.3 | 47.3 |
| Operating result from continuing operations | 106.8 | 103.6 | 28.6 | -20.7 | -103.6 | 114.7 | |
| Depreciation | 4/12 | 5.5 | 79.0 | 4.7 | 8.6 | -79.0 | 18.8 |
| Amortisation of intangible assets | 4/11 | 2.2 | 42.2 | 2.5 | - | -42.2 | 4.7 |
| Impairment losses on goodwill and other non-current assets | 15 | - | 50.3 | - | - | -50.3 | - |
| Other non-cash items | -6.1 | 41.0 | 4.4 | - | -41.0 | -1.7 | |
| Employee benefits | -3.6 | - | -0.4 | - | - | -4.0 | |
| Change in net working capital | -113.9 | -12.9 | -14.8 | -2.2 | 12.9 | -130.9 | |
| Cash generated from operations | -9.1 | 303.2 | 25.0 | -14.3 | -303.2 | 1.6 | |
| Income tax paid | -24.6 | -35.2 | -1.1 | -3.3 | 35.2 | -29.0 | |
| Net cash from operating activities | -33.7 | 268.0 | 23.9 | -17.6 | -268.0 | -27.4 | |
| Cash flows from investing activities - Continuing | |||||||
| Purchase of property, plant and equipment and intangible assets | -19.0 | -95.1 | -10.4 | -15.6 | 95.1 | -45.0 | |
| Sale of property, plant and equipment and intangible assets | 0.7 | 3.6 | 2.6 | 3.2 | -3.6 | 6.5 | |
| Net capital expenditure | -18.3 | -91.5 | -7.8 | -12.4 | 91.5 | -38.5 | |
| Acquisition of subsidiaries (net of cash acquired) | 24 | -15.0 | -37.5 | - | - | 37.5 | -15.0 |
| Disposal of subsidiaries and equity-accounted investees (net of cash disposed of) |
4.9 | -4.7 | - | - | 4.7 | 4.9 | |
| Contribution of cash from joint ventures | 22.4 | - | - | - | - | 22.4 | |
| Investments in/(proceeds from the sale of) financial assets | - | - | - | 107.1 | - | 107.1 | |
| Interest received | - | 0.8 | - | 0.3 | -0.8 | 0.3 | |
| Dividends and proceeds from capital reduction received from / (paid by) | |||||||
| equity-accounted investees | 18 | - | -400.2 | - | 217.4 | 400.2 | 217.4 |
| Net investment in other financial assets | -0.3 | - | - | - | - | -0.3 | |
| Net cash from investing activities | -6.3 | -533.1 | -7.8 | 312.5 | 533.1 | 298.3 | |
| Cash flows from financing activities - Continuing | |||||||
| Acquisition (-)/Disposal (+) of non-controlling interests | - | - | 0.3 | - | - | 0.3 | |
| Share capital increase | 15 | - | 21.8 | - | - | -21.8 | - |
| Net disposal/(acquisition) of treasury shares | -3.7 | - | - | - | - | -3.7 | |
| Repayment of finance lease liabilities | 22 | -0.1 | -35.6 | - | - | 35.6 | -0.1 |
| Net change in other loans and borrowings | 22 | -11.9 | 386.7 | -13.6 | -0.1 | -386.7 | -25.6 |
| Interest paid | -2.3 | -59.2 | -4.5 | -0.2 | 59.2 | -7.0 | |
| Dividends paid by the Company | 20 | - | - | - | -208.4 | - | -208.4 |
| Net cash from financing activities | -18.0 | 313.3 | -17.8 | -208.7 | -313.3 | -244.5 | |
| Cash flows from continuing operations | -58.0 | 48.6 | -1.7 | 86.1 | -48.6 | 26.4 | |
| Cash flows from discontinued operations | 16 | - | - | - | 608.7 | -76.4 | 532.3 |
| TOTAL CASH FLOW FOR THE PERIOD | -58.0 | 48.6 | -1.7 | 694.8 | -125.0 | 558.7 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Note 2.4: Segment Statement of Cash Flows - Operating Segments (Year ended 31 December)
| EUR million | Notes | 2018 | |||||
|---|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | ||
| Auto | skine | nations | |||||
| Reconciliation with statement of financial position | |||||||
| Cash at beginning of period | 18 | -1.5 | - | 24.9 | 272.3 | - | 295.7 |
| Cash included in non-current assets held for sale | - | 76.4 | - | - | - | 76.4 | |
| Cash equivalents at the beginning of the period | 1.6 | - | - | - | - | 1.6 | |
| Cash and cash equivalents at beginning of period | 0.1 | 76.4 | 24.9 | 272.3 | - | 373.7 | |
| Total cash flow for the period | -58.0 | 48.6 | -1.7 | 694.8 | -125.0 | 558.7 | |
| Translation differences | - | - | 0.6 | - | - | 0.6 | |
| Cash and cash equivalents at end of period | -57.9 | 125.0 | 23.8 | 967.1 | -125.0 | 933.0 | |
| Included within "Cash and cash equivalents | 18 | -57.9 | 124.2 | 23.8 | 967.1 | -124.2 | 933.0 |
| Included within "Non-current assets held for sale" | 16 | - | 0.8 | - | - | -0.8 | - |
In the period, the column "Eliminations" reconciles the segment statement of cash flows (with Belron presented on all lines as a continuing operation) to the IFRS Group consolidated statement of cash flows (with Belron presented as a discontinued operation from the beginning of the period until the closing of the Transaction – see note 1).
In the D'Ieteren Auto segment, the line "Acquisition of subsidiaries" for the year ended 31 December 2018 includes the business combinations disclosed in note 24.
The line "Dividends paid by the Company" includes the distribution to shareholders of the ordinary (EUR 0.95 per share) and extraordinary (EUR 2.85 per share) dividend (see note 20).
The line "Dividends and proceeds from capital reduction received from/(paid by) equity-accounted investees" includes the share of the Group in the distribution of the dividend (EUR 64.3 million) and the share capital reduction (EUR 153.1 million) operated by the Belron segment in December 2018 (see note 22 for more information).
The line "Share capital increase" represents the new shares issued by the Belron segment in the context of the implementation of the management reward program (MRP). Refer to note 15 for additional information on the MRP.
In the Belron segment, the line "Other non-cash items" includes, among other amounts, the provision for long-term management incentive program.
In the D'Ieteren Auto segment, the line "disposal of subsidiaries and equity-accounted investees (net of cash disposed of)" includes the proceeds from the disposal of a dealership.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Note 2.4: Segment Statement of Cash Flows - Operating Segments (Year ended 31 December)
| EUR million | 2017 (1) | |||||
|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | |
| Auto | skine | nations | ||||
| Cash flows from operating activities - Continuing | ||||||
| Result for the period | 66.6 | 43.6 | 10.1 | -5.4 | -43.6 | 71.3 |
| Income tax expense | 29.3 | 18.8 | 5.1 | -5.9 | -18.8 | 28.5 |
| Share of result of equity-accounted investees, net of income tax | -5.4 | - | - | - | - | -5.4 |
| Net finance costs | -0.9 | 86.1 | 10.0 | -7.2 | -86.1 | 1.9 |
| Operating result from continuing operations | 89.6 | 148.5 | 25.2 | -18.5 | -148.5 | 96.3 |
| Depreciation Amortisation of intangible assets |
4.1 2.1 |
83.2 33.3 |
4.8 2.0 |
8.9 - |
-83.2 -33.3 |
17.8 4.1 |
| Impairment losses on goodwill and other non-current assets | - | 16.0 | - | - | -16.0 | - |
| Other non-cash items | -1.2 | 27.7 | 6.7 | 0.1 | -27.7 | 5.6 |
| Employee benefits | -3.8 | -0.4 | -0.7 | - | 0.4 | -4.5 |
| Other cash items | - | -25.6 | - | - | 25.6 | - |
| Change in net working capital | -1.1 | -9.7 | -7.7 | -2.0 | 9.7 | -10.8 |
| Cash generated from operations | 89.7 | 273.0 | 30.3 | -11.5 | -273.0 | 108.5 |
| Income tax paid | -10.8 | -28.8 | -12.3 | - | 28.8 | -23.1 |
| Net cash from operating activities | 78.9 | 244.2 | 18.0 | -11.5 | -244.2 | 85.4 |
| Cash flows from investing activities - Continuing | ||||||
| Purchase of property, plant and equipment and intangible assets | -7.9 | -139.7 | -12.2 | -15.8 | 139.7 | -35.9 |
| Sale of property, plant and equipment and intangible assets | 0.9 | 5.0 | 1.8 | - | -5.0 | 2.7 |
| Net capital expenditure | -7.0 | -134.7 | -10.4 | -15.8 | 134.7 | -33.2 |
| Acquisition of subsidiaries (net of cash acquired) | -0.6 | -50.2 | -15.9 | - | 50.2 | -16.5 |
| Disposal of subsidiaries and equity-accounted investees (net of cash disposed of) | - | - | - | 2.5 | - | 2.5 |
| Contribution of cash from/(to) joint venture | - | - | - | 2.2 | - | 2.2 |
| Investments in/(proceeds from the sale of) held-to-maturity financial assets | - | - | - | -107.1 | - | -107.1 |
| Interest received | - | 0.3 | - | 0.1 | -0.3 | 0.1 |
| Net investment in other financial assets | -0.6 | 0.1 | 5.1 | - | -0.1 | 4.5 |
| Net cash from investing activities | -8.2 | -184.5 | -21.2 | -118.1 | 184.5 | -147.5 |
| Cash flows from financing activities - Continuing | ||||||
| Net disposal/(acquisition) of treasury shares | -0.3 | - | - | - | - | -0.3 |
| Repayment of finance lease liabilities | -0.1 | -37.4 | - | - | 37.4 | -0.1 |
| Net change in other loans and borrowings | -146.5 | 651.7 | -11.7 | - | -610.2 | -116.7 |
| Inter-segment loans | - | -41.5 | -3.8 | 45.3 | - | - |
| Interest paid | -1.5 | -86.6 | -3.6 | - | 86.6 | -5.1 |
| Dividends paid by the Company | - | - | - | -52.1 | - | -52.1 |
| Dividends received from/(paid by) subsidiaries | - | -508.7 | - | 482.5 | 508.7 | 482.5 |
| Net cash from financing activities | -148.4 | -22.5 | -19.1 | 475.7 | 22.5 | 308.2 |
| Cash flows from continuing operations | -77.7 | 37.2 | -22.3 | 346.1 | -37.2 | 246.1 |
| Cash flows from discontinued operations | - | - | - | - | 37.2 | 37.2 |
| TOTAL CASH FLOW FOR THE PERIOD | -77.7 | 37.2 | -22.3 | 346.1 | - | 283.3 |
(1) As restated to reflect the four operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Note 2.4: Segment Statement of Cash Flows - Operating Segments (Year ended 31 December)
| EUR million | 2017 (1) | |||||
|---|---|---|---|---|---|---|
| D'Ieteren | Belron | Mole- | Other | Elimi- | Group | |
| Auto | skine | nations | ||||
| Reconciliation with statement of financial position | ||||||
| Cash at beginning of period | 2.5 | 45.9 | 48.3 | - | - | 96.7 |
| Cash included in non-current assets held for sale | - | - | - | - | - | - |
| Cash equivalents at the beginning of the period | 1.5 | - | - | - | - | 1.5 |
| Cash and cash equivalents at beginning of period | 4.0 | 45.9 | 48.3 | - | - | 98.2 |
| Total cash flow for the period | -77.7 | 37.2 | -22.3 | 346.1 | - | 283.3 |
| Translation differences | - | -6.7 | -1.1 | - | - | -7.8 |
| Transfer between operating segments | 73.8 | - | - | -73.8 | - | - |
| Cash and cash equivalents at end of period | 0.1 | 76.4 | 24.9 | 272.3 | - | 373.7 |
| Included within "Cash and cash equivalents | 0.1 | - | 24.9 | 272.3 | - | 297.3 |
| Included within "Non-current assets held for sale" | - | 76.4 | - | - | - | 76.4 |
(1) As restated to reflect the four operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments
In the prior period, the column "Eliminations" reconciles the segment statement of cash flows (with Belron presented on all lines as a continuing operation) to the IFRS Group consolidated statement of cash flows (with Belron presented as a discontinued operation for the entire period).
The line "Transfer between operating segments" is related to the arbitrary initial allocation of cash and cash equivalents between D'Ieteren Auto and the segment "Other" following the decision to separate the corporate and real estate activities of the Group from the D'Ieteren Auto segment (see notes 1 and 2 for more information on the restatement of comparative information and explanation of the reportable segment).
In the Moleskine segment, the EUR 15.9 million in the prior period represented the acquisition of the remaining non-controlling interests in January 2017 (squeeze-out procedure – see note 11 of the 2016 consolidated financial statements for more information).
In the Moleskine segment, the line "Net investments in other financial assets" included the proceeds from the sale of a life insurance product started end of 2015.
The inter-segment loans represent amounts lent by the Corporate department to the Belron and Moleskine segments, at arm's length conditions.
The line "Dividends and proceeds from capital reduction received from/(paid by) subsidiaries" includes the extraordinary dividend paid by Belron to its shareholders in the framework of its refinancing (see note 22 of the 2017 consolidated financial statements), despite the fully elimination of this intragroup transaction in accordance with IFRS 10.
The Group's three operating segments (under continuing operations, being D'Ieteren Auto, Moleskine and Other) operate in three main geographical areas, being Belgium (main market for the D'Ieteren Auto segment), the rest of Europe and the rest of the world.
| EUR million | 2018 | 2017 | ||||||
|---|---|---|---|---|---|---|---|---|
| Belgium | Rest of | Rest of | Group | Belgium | Rest of | Rest of | Group | |
| Europe | the world | Europe | the world | |||||
| Segment revenue from external customers (1) | 3,349.7 | 132.0 | 96.4 | 3,578.1 | 3,106.9 | 250.4 | 97.8 | 3,455.1 |
| Non-current assets (2) | 288.2 | 590.1 | 5.7 | 884.0 | 248.9 | 597.0 | 6.8 | 852.7 |
| Capital additions (3) | 46.8 | 7.8 | 2.6 | 57.2 | 23.3 | 9.2 | 3.1 | 35.6 |
(1) Based on the geographical location of the customers.
(2) Non-current assets, as defined by IFRS 8, consists of goodwill, intangible assets, property, plant and equipment, investment property and non-current other receivables.
(3) Capital additions include both additions and acquisitions through business combinations including goodwill.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The effect of initially applying IFRS 15 on the Group's revenue from contracts with customers, and information about performance obligations among the Group's operating segments are described below. The Group has adopted IFRS 15 using the cumulative effect method (without practical expedients) with the effect of initially applying this standard recognised at the date of initial application (i.e. January 1, 2018). Accordingly, the information presented for 2017 has not been restated – i.e. is it presented, as previously reported, under IAS 18, IAS 11 and related interpretations. The transition to IFRS 15 has had no impact on the recognition of revenue (timing and measurement), hence there is no impact to the opening balance in retained earnings
In the D'Ieteren Auto segment, the Group generates revenue primarily from the sale of new vehicles to independent dealers and to final customers, the sale of used vehicles to final customers, the sale of spare parts and accessories and the rendering of after-sale services. Upon selling vehicles or spare parts to independent dealers or final customers, the Group satisfies its performance obligations and recognizes revenue at a point in time, when control of the goods transfers to the customers. Since the Group issues invoices to customers upon satisfying its performance obligations, rights to financial consideration immediately become unconditional and are therefore recognized as receivables. A legal warranty of 2 years applies to the sale of new vehicles to customers, which in turn corresponds to the legal warranty that the factory grants to the D'Ieteren Auto segment. This warranty does therefore not represent a separate performance obligation.
The Group offers to customers the possibility to purchase maintenance contracts together with the sale of a new vehicle. The duration of these contracts ranges from 3 to 12 years. This type of contract represents a separate performance obligation and should not be combined with the sale of a new vehicle. Under such arrangements, the Group transfers the benefit of the maintenance services to the customers as it performs and therefore satisfies its performance obligation over time. The Group recognizes revenue over time by estimating the occurrence of performance obligations using historical data and projected revenue. Revenue recognized according to the percentage of completion method is therefore reasonably estimated using cost curves and historical data.
The difference between the consideration received from the final customers and the costs incurred over time to satisfy the performance obligation represent contract liabilities under IFRS 15. Contract liabilities as of 31 December 2017 amounts to EUR 28.6 million. During the period, an amount of EUR 8.6 million has been recognized in revenue, as a deduction of the opening balance of contract liabilities. In addition, EUR 7.1 million have been accrued in contract liabilities during the period, hereby increasing the contract liability. As of the end of the reporting period, contract liability amounts to EUR 27.1 million. Since these amounts are not considered significant to the Group compared to total revenue, they have not been presented in a separate line item in the consolidated statement of financial position.
When rendering other repair or maintenance services to final customers, the Group recognizes revenue at a point in time as soon as the services are rendered because the impact of revenue recognition over time is not significant.
The adoption of IFRS 15 in the D'Ieteren Auto segment has also had the following implication: when selling a new vehicle to final customers, the Group sometimes grants special conditions to the final customers by participating in the financing of the vehicle with the credit institution. The financing operation and the sale of the vehicle should be looked at together from an economic point of view (as required by IFRS 15.70 and BC92). Instead of recognizing these sales incentives granted as operating charges (under IAS 18), the Group now recognizes the entire amount in deduction of revenue. The amount recorded in 2018 as a deduction of the transaction price amounts to EUR 7.4 million.
Across all sales channels of the Moleskine segment, revenue is recognized at a point in time, as soon as control of the goods transfers to the customers (i.e. when the good is physically delivered to the final customer). The Group concluded that the initial application of IFRS 15 in the Moleskine segment has had no material impact on the timing of revenue recognition compared to previous accounting policies (under IAS 18). The rights of return have been assessed in accordance with a probability-weighted approach stemming from an accurate review of the agreements in place with the customers. The Group also concluded that "Free-on-board" shipping agreements do not represent distinct performance obligations under the existing arrangements with customers. Finally, there have been no bill-and-hold arrangements in 2018.
In selecting the categories to use to disaggregate revenue from contracts with customers, management considered how the information about the Group's revenue is presented for other purpose, including press releases and information presented to the chief operating decision maker, as well as how the nature, amount, timing and uncertainties of revenue and cash flows are affected by economic factors.
In the following table, revenue from contracts with customers is disaggregated by major product categories (for the D'Ieteren Auto segment) and by primary geographical market (for the Moleskine segment). Although not explicitly required by IFRS 15, the Group has also disclosed comparative information related to the disaggregation of revenue.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | 2018 | 2017 |
|---|---|---|
| D'Ieteren Auto | ||
| New vehicles | 2,990.3 | 2,905.1 |
| Used cars | 68.2 | 66.3 |
| Spare parts and accessories | 186.4 | 183.8 |
| After-sales activities by D'Ieteren Car Centers | 105.5 | 82.3 |
| D'Ieteren Sport | 29.6 | 28.1 |
| Other revenue | 24.0 | 34.1 |
| Subtotal D'Ieteren Auto | 3,404.0 | 3,299.7 |
| Moleskine | ||
| Europe, Middle-East and Africa (EMEA) | 81.9 | 71.8 |
| America | 62.2 | 57.4 |
| Asia-Pacific (APAC) | 30.0 | 26.2 |
| Subtotal Moleskine | 174.1 | 155.4 |
| Total Revenue | 3,578.1 | 3,455.1 |
Operating result is stated after charging:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Purchases and changes in inventories | -2,913.8 | -35.1 | -3.5 | -2,952.4 | -2,829.0 | -29.1 | -0.3 | -2,858.4 |
| Depreciation | -5.5 | -4.7 | -8.6 | -18.8 | -4.1 | -4.8 | -8.9 | -17.8 |
| Amortisation | -2.2 | -2.5 | - | -4.7 | -2.1 | -2.0 | - | -4.1 |
| Other operating lease rentals | - | -0.2 | - | -0.2 | -0.1 | -0.2 | - | -0.3 |
| Write-down on inventories | 4.1 | -0.3 | - | 3.8 | 1.7 | -2.2 | - | -0.5 |
| Write down on receivables | 2.4 | -0.1 | - | 2.3 | 2.2 | -0.1 | - | 2.1 |
| Employee benefit expenses (see note 8) | -167.7 | -29.1 | -14.1 | -210.9 | -154.0 | -28.1 | -19.1 | -201.2 |
| Gain on sale of property, plant and equipment | 0.1 | - | - | 0.1 | 0.4 | - | - | 0.4 |
| Rental income from investment property (2) | - | - | 2.3 | 2.3 | - | - | 1.5 | 1.5 |
| Sundry (3) | -214.6 | -73.5 | 3.2 | -284.9 | -226.7 | -63.7 | 9.9 | -280.5 |
| NET OPERATING EXPENSES | -3,297.2 | -145.5 | -20.7 | -3,463.4 | -3,211.7 | -130.2 | -16.9 | -3,358.8 |
(1) As restated – see notes 1 and 2 for more information on the restatement of comparative information.
(2) The full amount is related to investment property that generated rental income.
(3) Mainly relates to marketing and IT costs, legal and consultancy fees and inter-segment rental income and expenses between the segment "Other" and D'Ieteren Auto.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Net finance costs are broken down as follows:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Finance costs: | ||||||||
| Interest expense | -1.1 | -4.1 | - | -5.2 | -1.5 | -3.5 | - | -5.0 |
| Interest costs on pension | -0.1 | - | - | -0.1 | -0.2 | - | - | -0.2 |
| Other financial charges | -1.0 | -1.7 | -20.3 | -23.0 | -0.6 | -2.2 | 0.8 | -2.0 |
| Subtotal finance costs | -2.2 | -5.8 | -20.3 | -28.3 | -2.3 | -5.7 | 0.8 | -7.2 |
| Re-measurements of put options granted to non-controlling interests (see note 25) |
- | - | - | - | - | - | 1.7 | 1.7 |
| Re-measurements of financial instruments: | ||||||||
| Recognised at fair value upon initial recognition |
- | - | -20.8 | -20.8 | - | - | - | - |
| Finance income | 0.9 | 0.7 | 0.2 | 1.8 | 0.3 | 0.2 | 3.1 | 3.6 |
| Inter-segment financing interest | - | -4.6 | 4.6 | - | - | -4.5 | 4.5 | - |
| NET FINANCE COSTS | -1.3 | -9.7 | -36.3 | -47.3 | -2.0 | -10.0 | 10.1 | -1.9 |
(1) As restated – see notes 1 and 2 for more information on the restatement of comparative information.
In 2017, in the segment "Other", the line "Other financial charges" include the inter-segment financing interests (EUR 0.9 million) on the loans granted by the segment "Other" to the Belron segment, to allow the Belron segment to be presented as a discontinued operation in the consolidated statement of profit or loss. These loans, at arm's length conditions, were fully reimbursed in November 2017 in the framework of the refinancing of Belron (see note 16).
In 2017, in the segment "Other", finance income includes the consolidated gain on the sale of the joint venture OTA Keys s.a. for EUR 2.9 million (see note 15).
In 2018, the EUR -20.8 million of re-measurement of financial instruments in the segment "Other" includes, among other amounts, the loss on the fair value of a financial contingent liability relating to the disposal of the 40% stake of Belron to CD&R.
Earnings per share ("EPS") and earnings per share from continuing operations ("Continuing EPS") are shown on the face of the consolidated statement of profit or loss. Basic and diluted EPS are based on the result for the period attributable to equity holders of the Company (based on the result from continuing operations attributable to equity holders of the Company for the continuing EPS), after adjustment for participating shares (each participating share confers one voting right and gives right to a dividend equal to one eighth of the dividend of an ordinary share). Continuing EPS is significantly lower than EPS as a result of the classification in discontinued operation of the consolidated gain on disposal of 40% stake in Belron to CD&R (see notes 1 and 16 for more information).
The weighted average number of ordinary shares in issue for the period is shown in the table below.
The Group has granted options to employees over ordinary shares of the Company. Such shares constitute the only category of potentially dilutive ordinary shares.
The options over ordinary shares of the Company increased the weighted average number of shares of the Company in 2017 and 2018 as some option exercise prices were below the average market share price.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The computation of basic and diluted EPS is set out below:
| 2018 | 2017 | ||
|---|---|---|---|
| Result for the period attributable to equity holders | 1,048.0 | 112.6 | |
| Adjustment for participating shares | -11.9 | -1.3 | |
| Numerator for EPS (EUR million) | (a) | 1,036.1 | 111.3 |
| Result from continuing operations | 46.6 | 71.3 | |
| Share of non-controlling interests in result from continuing operations | - | - | |
| Result from continuing operations attributable to equity holders | 46.6 | 71.3 | |
| Adjustment for participating shares | -0.5 | -0.8 | |
| Numerator for continuing EPS (EUR million) | (b) | 46.1 | 70.5 |
| Weighted average number of ordinary shares outstanding during the period | (c) | 54,177,545 | 54,209,166 |
| Adjustment for stock option plans | 113,915 | 216,168 | |
| Weighted average number of ordinary shares taken into account for diluted EPS | (d) | 54,291,460 | 54,425,334 |
| Result for the period attributable to equity holders | |||
| Basic EPS (EUR) | (a)/(c) | 19.12 | 2.05 |
| Diluted EPS (EUR) | (a)/(d) | 19.08 | 2.05 |
| Result from continuing operations attributable to equity holders | |||
| Basic continuing EPS (EUR) | (b)/(c) | 0.85 | 1.30 |
| Diluted continuing EPS (EUR) | (b)/(d) | 0.85 | 1.30 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
There is in the Group an equity-settled share-based payment scheme. Since 1999, share option schemes have been granted to officers and managers of the D'Ieteren Auto and Other segments, in the framework of the Belgian law of 26 March 1999. The underlying share is the ordinary share of s.a. D'Ieteren n.v. Under these schemes, vesting conditions are three years' service from grant date and holders of vested options are entitled to purchase shares at the exercise price of the related scheme during the exercise period.
Options outstanding are as follows:
| Date of grant | Number of options | Exercise | Exercise | ||
|---|---|---|---|---|---|
| (in units) | price | period | |||
| 2018 | 2017 | (EUR) | From | To | |
| 2018 | 187,000 | - | 33.32 | 1/01/2022 | 5/06/2028 |
| 2017 | 160,000 | 160,000 | 41.80 | 1/01/2021 | 13/03/2027 |
| 2016 | 10,000 | 10,000 | 38.09 | 1/01/2020 | 16/11/2026 |
| 2016 | 135,000 | 135,000 | 31.71 | 1/01/2020 | 13/03/2026 |
| 2016 | 79,000 | 79,000 | 31.71 | 1/01/2020 | 13/03/2026 |
| 2016 | 98,000 | 98,000 | 28.92 | 1/01/2020 | 21/01/2026 |
| 2015 | 95,000 | 95,000 | 32.10 | 1/01/2019 | 12/03/2025 |
| 2015 | 63,352 | 63,352 | 32.10 | 1/01/2019 | 12/03/2025 |
| 2014 | 39,807 | 122,091 | 33.08 | 1/01/2018 | 10/03/2024 |
| 2013 | 37,150 | 37,450 | 34.99 | 1/01/2017 | 24/11/2023 |
| 2013 | 14,626 | 23,036 | 34.23 | 1/01/2017 | 18/03/2023 |
| 2012 | 38,000 | 39,100 | 36.45 | 1/01/2016 | 14/10/2022 |
| 2011 | 73,375 | 74,275 | 35.00 | 1/01/2015 | 22/12/2021 |
| 2010 | 43,630 | 43,630 | 39.60 | 1/01/2014 | 3/10/2020 |
| 2009 | 18,250 | 20,350 | 24.00 | 1/01/2013 | 27/10/2019 |
| 2008 | - | 15,855 | 12.10 | 1/01/2012 | 5/11/2018 |
| 2007 | 14,400 | 16,350 | 26.40 | 1/01/2011 | 2/12/2022 |
| 2006 | 9,300 | 9,900 | 26.60 | 1/01/2010 | 27/11/2021 |
| 2005 | 8,350 | 10,050 | 20.90 | 1/01/2009 | 6/11/2020 |
| 2004 | 3,150 | 3,150 | 14.20 | 1/01/2008 | 28/11/2019 |
| 2003 | - | 3,300 | 16.34 | 1/01/2007 | 16/11/2018 |
| Total | 1,127,390 | 1,058,889 |
All outstanding options are covered by treasury shares (see note 20).
A reconciliation of the movements in the number of outstanding options during the year is as follows:
| Number (in units) |
Weighted average exercise price (EUR) |
|||
|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |
| Outstanding options at the beginning of the period | 1,058,889 | 1,101,692 | 33.4 | 32.2 |
| Granted during the period | 187,000 | 160,000 | 33.3 | 41.8 |
| Exercised during the period | -112,164 | -202,803 | 30.4 | 33.7 |
| Other movements during the period | -6,335 | - | 12.9 | - |
| Outstanding options at the end of the period | 1,127,390 | 1,058,889 | 33.8 | 33.4 |
| of which: exercisable at the end of the period | 300,038 | 296,446 | 33.6 | 32.2 |
In 2018, a large part of the options was exercised during the second quarter of the period. The average share price during the period was EUR 36.11 (2017: EUR 40.90). In 2018, the CEO exercised 10,000 options relating to the 2013 plan. Other movements during the period relate to options that expired in 2018 and were not exercised. The treasury shares underlying to these expired options are being kept for future plans.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
For share options outstanding at the end of the period, the weighted average remaining contractual life is as follows:
| Number of years | |
|---|---|
| 31 December 2018 | 6.5 |
| 31 December 2017 | 6.7 |
IFRS 2 "Share-Based Payments" requires that the fair value of all share options issued after 7 November 2002 is charged to the income statement (EUR 2.1 million during the period). The fair value of the options must be assessed on the date of each issue. A simple Cox valuation model was used at each issue date re-assessing the input assumptions on each occasion. The assumptions for the 2018 and 2017 issues were as follows:
| 2018 | 2017 | |
|---|---|---|
| Number of employees | 10 | 8 |
| Spot share price (EUR) | 35.9 | 43.0 |
| Option exercise price (EUR) | 33.3 | 41.8 |
| Vesting period (in years) | 3.0 | 3.0 |
| Expected life (in years) | 6.5 | 6.5 |
| Expected volatility (in %) | 24% | 34% |
| Risk free rate of return (in %) | 0.78% | 0.72% |
| Expected dividend (EUR) | 0.5 | 0.8 |
| Probability of ceasing employment before vesting (in %) | 0% | 0% |
| Weighted average fair value per option (EUR) | 8.7 | 14.4 |
Expected volatility and expected dividends were provided by an independent expert. The risk-free rate of return is based upon EUR zerocoupon rates with an equivalent term to the options granted.
The employee benefit expense is analysed below:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Retirement benefit charges under Belgian | ||||||||
| defined contribution schemes considered as | -3.4 | - | -0.2 | -3.6 | -4.4 | - | - | -4.4 |
| defined benefit schemes | ||||||||
| Retirement benefit charges under defined | - | -0.6 | - | -0.6 | 0.7 | -0.7 | - | - |
| benefit schemes | ||||||||
| Total retirement benefit charge (see note 8.2) | -3.4 | -0.6 | -0.2 | -4.2 | -3.7 | -0.7 | - | -4.4 |
| Wages, salaries and social security costs | -162.2 | -28.5 | -13.9 | -204.6 | -148.4 | -27.4 | -19.1 | -194.9 |
| Share-based payments: equity-settled | -2.1 | - | - | -2.1 | -1.9 | - | - | -1.9 |
| Total employee benefit expense | -167.7 | -29.1 | -14.1 | -210.9 | -154.0 | -28.1 | -19.1 | -201.2 |
(1) As restated – see notes 1 and 2 for more information on the restatement of comparative information.
The staff numbers are set out below (average full-time equivalents):
| 2018 | 2017 | |
|---|---|---|
| D'Ieteren Auto | 1,848 | 1,740 |
| Moleskine | 479 | 434 |
| Other | 57 | 55 |
| Group | 2,384 | 2,228 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Long-term employee benefits include post-employment employee benefits and other long-term employee benefits. Post-employment employee benefits are analysed below. Other long-term employee benefits are presented among non-current provisions or non-current other payables, and, if material, separately disclosed in the relevant note.
Post-employment benefits are limited to retirement benefit schemes. Where applicable, Group entities contribute to the relevant state pension schemes. Certain Group entities operate schemes which provide retirement benefits, including those of the defined benefit type, which are in most cases funded by investments held outside the Group.
The Group has established pension schemes for its employees in various locations. The major schemes are located in Belgium and in Italy. Since Belron is an equity-accounted investee, the schemes in place in the Belron segment are not separately disclosed. The schemes in Belgium relate to the D'Ieteren Auto and Other segments and are funded and unfunded. The main scheme in Italy relates to the Moleskine segment. Independent actuarial valuations for the plans in these countries are performed as required. The Group is and has always been fully compliant with all local governance and funding requirements.
The overall investment policy and strategy for the Group's defined benefit schemes is guided by the objective of achieving an investment return, which together with contributions, ensures that there will be sufficient assets to pay pension benefits as they fall due while also mitigating the various risks of the plans. The investment strategies for the plans are managed under local laws and regulations in each jurisdiction. The actual asset allocation is determined by the current and expected economic and market conditions and in consideration of specific asset class risk and risk profile. In addition, consideration is given to the maturity profile of scheme liabilities. There are no assetliability matched assets at 31 December 2018.
The Group operates one defined benefit scheme in Belgium that was closed to new members in 2005. The retirement capital plan accrues a percentage of annual salary inflated to the point of retirement with an annual average of 2,5% (and a maximum of 4,0%). A full actuarial valuation of the plan was carried out in December 2016 by a qualified independent actuary. Full IAS19 measurements are carried out every three years and roll-forwards are performed in the meantime. The Group also operates defined contribution plans with a minimal interest guarantee borne by the employer under the Belgian Legislation.
The Group recognises all actuarial gains and losses directly in the Consolidated Statement of Comprehensive Income.
The main actuarial assumptions are as follows (ranges are provided given the plurality of schemes operated throughout the Group in 2017, with Belron consolidated under global integration):
| Funded schemes | Unfunded schemes | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |||||||
| Min. | Max. | Min. | Max. | Min. | Max. | Min. | Max. | |||
| Inflation rate | 1.5% | 2.0% | 1.5% | 3.4% | n.s. | n.s. | n.s. | n.s. | ||
| Discount rate | 1.5% | 1.6% | 1.3% | 3.2% | n.s. | n.s. | n.s. | n.s. | ||
| Rate of salary increases | 2.8% | 3.5% | 2.0% | 5.3% | 2.0% | 2.0% | 2.0% | 2.0% | ||
| Rate of pension increases | 1.9% | 3.4% | 1.9% | 3.4% | 2.0% | 2.0% | 2.0% | 2.0% | ||
| Life expectancy of male pensioner | 22.5 | 22.5 | 18.6 | 44.7 | ||||||
| Life expectancy of female pensioner | 26.3 | 26.3 | 22.0 | 46.4 | ||||||
| Life expectancy of male non-pensioner | 22.5 | 22.5 | 18.6 | 22.6 | ||||||
| Life expectancy of female non-pensioner | 26.3 | 26.3 | 22.0 | 24.1 |
The weighted average duration of the liabilities across the plans ranges from 10 to 12 years.
The amounts recognised in the statement of financial position are summarised as follows, depending on the net position of each pension scheme:
| EUR million | 2018 | 2017 |
|---|---|---|
| Long-term employee benefit assets | - | - |
| Long-term employee benefit obligations | -23.9 | -24.4 |
| Recognized net deficit (-) / surplus (+) in the schemes | -23.9 | -24.4 |
| of which: amount expected to be settled within 12 months | -0.3 | -0.3 |
| of which: amount expected to be settled in more than 12 months | -22.8 | -24.1 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
For all schemes, the amounts recognised in the statement of financial position are analysed as follows:
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Present value of defined benefit obligations | -91.2 | -3.1 | -94.3 | -91.4 | -3.3 | -94.7 |
| Fair value of scheme assets | 70.4 | - | 70.4 | 70.3 | - | 70.3 |
| Net deficit (-) / surplus (+) in the schemes | -20.8 | -3.1 | -23.9 | -21.1 | -3.3 | -24.4 |
The amounts recognised through the statement of comprehensive income are as follows. They do not include the Belron segment in 2018, Belron being an equity-accounted investee.
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Actual return less interest return on pension assets net of asset management charges |
1.4 | - | 1.4 | 52.3 | - | 52.3 |
| Experience gain (+) / loss (-) on liabilities | - | - | - | 20.7 | - | 20.7 |
| Gain (+) / Loss (-) on change of financial assumptions | -0.5 | 0.3 | -0.2 | -26.8 | - | -26.8 |
| Gain (+) / Loss (-) on change of demographic assumptions | - | - | - | 13.9 | - | 13.9 |
| Actuarial gains (+) / losses (-) | 0.9 | 0.3 | 1.2 | 60.1 | - | 60.1 |
In 2017, an actuarial gain of EUR 40.8 million (included in the EUR 60.1 million reported) related to the Belron segment (presented as a discontinued operation).
Changes to financial assumptions during 2018, all of which were prepared on a consistent basis to prior period, impacted the total actuarial gains (+) / losses (-) by EUR -0.2 million (2017: EUR -26.8 million, including the contribution of Belron).
The cumulative amount of actuarial gains and losses (group's share) recognised in the consolidated statement of comprehensive income is a loss of EUR 29 million (in 2017 a loss of EUR 57 million).
The fair value of scheme assets includes the following items:
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Quoted in an active market |
Other | Total | Quoted in an active market |
Other | Total | |
| Other assets | 70.4 | - | 70.4 | 70.3 | - | 70.3 |
| Fair value of scheme assets | 70.4 | - | 70.4 | 70.3 | - | 70.3 |
The fair value of scheme assets does not comprise any property or other assets used by the Group, nor any financial instruments of the Group. All equity and debt instruments have quoted prices in active markets and are of high investment quality. Other assets are mainly composed of cash.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Note 8.2: Post-employment and long-term employee benefits (continued)
The movements in the fair value of plan assets are as follows:
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Scheme assets at 1 January | 70.3 | - | 70.3 | 567.5 | - | 567.5 |
| Employer contribution | 3.6 | - | 3.6 | 5.2 | - | 5.2 |
| Interest on pension assets | 1.0 | - | 1.0 | 14.2 | - | 14.2 |
| Contributions paid by employees | 1.6 | - | 1.6 | 1.6 | - | 1.6 |
| Benefits paid | -7.5 | - | -7.5 | -20.5 | - | -20.5 |
| Actual return less interest return on pension assets | 1.4 | - | 1.4 | 53.6 | - | 53.6 |
| Costs of managing the pension assets | - | - | - | -1.3 | - | -1.3 |
| Administrative costs | - | - | - | -1.5 | - | -1.5 |
| Group changes | - | - | - | -0.5 | - | -0.5 |
| Translation differences | - | - | - | -22.2 | - | -22.2 |
| Reclassification to non-current assets held for sale | - | - | - | -525.8 | - | - |
| Scheme assets at 31 December | 70.4 | - | 70.4 | 70.3 | - | 70.3 |
The actual return on scheme assets is as follows:
| EUR million | 2018 | 2017 |
|---|---|---|
| Interest return on pension assets | 1.0 | 14.2 |
| Actual return less interest return on pension assets | 1.4 | 53.6 |
| Costs of managing the pension assets | - | -1.3 |
| Actual net return on pension assets | 2.4 | 66.5 |
The movements in the present value of defined benefit obligations are as follows:
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Defined benefit obligations at 1 January | -91.4 | -3.3 | -94.7 | -613.0 | -7.7 | -620.7 |
| Current service cost | -4.1 | -0.1 | -4.2 | -6.4 | 0.9 | -5.5 |
| Interest payable on pension liabilities | -1.0 | -0.1 | -1.1 | -15.1 | - | -15.1 |
| Benefits paid | 7.4 | 0.1 | 7.5 | 21.1 | - | 21.1 |
| Contribution paid by employees | -1.6 | - | -1.6 | -1.6 | - | -1.6 |
| Experience gain (+) / loss (-) on liabilities | - | - | - | 20.7 | - | 20.7 |
| Gain (+) / Loss (-) arising from changes to financial | ||||||
| assumptions | -0.5 | 0.3 | -0.2 | -26.8 | - | -26.8 |
| Gain (+) / Loss (-) arising from changes to demographic | - | - | - | 13.9 | - | 13.9 |
| assumptions | ||||||
| Group change | - | - | - | 0.7 | - | 0.7 |
| Administrative costs | - | - | - | 0.6 | - | 0.6 |
| Translation differences | - | - | - | 22.3 | - | 22.3 |
| Reclassification to liabilities associated with | ||||||
| non-current assets held for sale | - | - | - | 492.2 | 3.5 | - |
| Defined benefit obligations at 31 December | -91.2 | -3.1 | -94.3 | -91.4 | -3.3 | -94.7 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The amounts recognised in the statement of profit or loss are as follows:
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Funded | Unfunded | Total | Funded | Unfunded | Total | |
| schemes | schemes | schemes | schemes | |||
| Current service cost | -4.1 | -0.1 | -4.2 | -5.2 | 0.9 | -4.3 |
| Administrative costs | - | - | - | -0.1 | - | -0.1 |
| Pension costs within the operating result | -4.1 | -0.1 | -4.2 | -5.3 | 0.9 | -4.4 |
| Interest payable on pension liabilities | -1.0 | -0.1 | -1.1 | -1.1 | - | -1.1 |
| Interest return on pension assets | 1.0 | - | 1.0 | 0.9 | - | 0.9 |
| Net pension interest cost | - | -0.1 | -0.1 | -0.2 | - | -0.2 |
| Expenses classified as discontinued operations (Belron) | - | - | - | -2.7 | - | -2.7 |
| Expense recognised in the statement of profit or loss | -4.1 | -0.2 | -4.3 | -8.2 | 0.9 | -7.3 |
The best estimate of normal contributions expected to be paid to the schemes during the 2019 annual period is EUR 3.2 million.
The obligation of defined benefit schemes is calculated on the basis of a set of actuarial assumptions (including among others: mortality, discount rate of future payments, salary increases, personnel turnover, etc.). Should these assumptions change in the future, the obligation may increase. The defined benefit scheme assets are invested in a diversified portfolio, with a return that is likely to experience volatility in the future. Should the return of these assets be insufficient, the deficit might increase (the surplus might decrease).
In 2018, the net deficit (EUR 23.9 million) recognised in the consolidated statement of financial position does not include Belron's net surplus since Belron is now an equity-accounted investee.
The results of the sensitivity analysis performed (for each significant actuarial assumption showing how the defined benefit obligation at 31 December 2018 would have been affected by changes in the relevant actuarial assumption that were reasonably possible at the balance sheet date) are not considered material to the Group and accordingly are not disclosed separately. The 2017 sensitivity analyses included the Belron segment for the situation at 31 December 2017 and are disclosed in note 8 of the 2017 consolidated financial statements.
There is a pension plan in Belgium legally structured as defined contribution plan. Because of the Belgian social legislation applicable, all Belgian defined contribution plans are considered under IFRS as defined benefit plan because the employer must guarantee a minimum return on employee and employer contributions. The Group is therefore exposed to a financial risk (legal obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits).
The plan is insured at an insurance company. The insurance company guarantees a minimum rate of return on the contributions paid. However, the minimum guaranteed rates have dropped significantly the last years and are currently below the social minimum return borne by the employer on the contributions (according to article 24 of the Law of 28 April 2003 on occupational pensions, the Group has to guarantee an average minimum return of 3.75% on employee contributions and of 3.25% on employer contributions paid up to 31 December 2015). The financial risk has therefore increased. The Belgian law of 18 December 2015 entered into effect on 1 January 2016 and amended, inter alia, the calculation of the minimum return guaranteed by law (minimum of 1.75% and maximum of 3.75%).
The IFRS valuation and accounting of this kind of plan with contribution-based promises are not envisaged by IAS 19. Taking into account the change in the pension law and the current consensus on this specific matter, and after analysis of the pension plan, the Group now considers that a method based on the IAS 19 methodology ("Projected unit credit" method used for defined benefit plan) is appropriate to measure the liability in the Belgian context as from 2016 onwards. The present value of the defined benefit obligation amounts to EUR 80 million (2017: EUR 82 million). The calculation is based on the "Projected unit credit" method with projection of the future contributions and services pro-rate for the employer contract and without projection of the future contributions for the employee contract. The fair value of the scheme assets amounts to EUR 66.0 million (2017: EUR 66.0 million) and is set equal to the contractual assets held by the insurance company (no application of paragraph 115 of IAS 19). The net deficit amounts to EUR 14.0 million (2017: EUR 16.0 million), recognized in the consolidated statement of financial position.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Income tax expense is broken down as follows:
| EUR million | 2018 | 2017 |
|---|---|---|
| Current year income tax | -37.5 | -16.6 |
| Prior year income tax | 6.7 | -0.1 |
| Movement in deferred taxes | 9.9 | -11.8 |
| Income tax expense | -20.9 | -28.5 |
The relationship between income tax expense and accounting profit is explained below:
| EUR million | 2018 | 2017 |
|---|---|---|
| Result before taxes | 67.5 | 99.8 |
| Tax at the Belgian corporation tax rate of 29.58% (33.99% in 2017) | -19.9 | -34.0 |
| Reconciling items (see below) | -1.0 | 5.5 |
| Actual tax on result before taxes | -20.9 | -28.5 |
The reconciling items are provided below:
| EUR million | 2018 | 2017 |
|---|---|---|
| Result before taxes | 67.5 | 99.8 |
| Tax at the Belgian corporation tax rate of 29.58% (33.99% in 2017) | -19.9 | -34.0 |
| Rate differential | 3.3 | -0.4 |
| Permanent differences | -11.0 | 1.3 |
| Utilisation of tax credits previously unrecognised | - | 19.5 |
| Other temporary differences | -5.3 | -3.1 |
| Adjustments in respect of prior years | 6.8 | -0.1 |
| Deferred tax assets not recognised | -4.1 | -1.2 |
| Recognition of previously unrecognised deferred tax assets | 8.7 | - |
| Impact of dividends | - | -12.4 |
| Joint venture and associate | - | 1.8 |
| Other | 0.6 | 0.1 |
| Actual income tax on PBT | -20.9 | -28.5 |
The Group's consolidated effective tax rate for the twelve months ended 31 December 2018 is 31.0% (twelve months ended 31 December 2017: 28.6%). The increase in effective tax rate is primarily the result of the increase in current year income tax (increase during the period of charges for which no tax reliefs are available, together with the reduction of available tax reliefs compared to prior year and partially offset by the reduction in 2018 of the Belgium corporate tax rate), partially offset by the recognition of (prior year) tax credits in the Moleskine segment (see note 2 segment information) and by the movement in deferred taxes. The prior year effective tax rate was impacted by the utilisation of previously unrecognized tax losses and credits in the D'Ieteren Auto and Other segments.
The Group is subject to several factors which may affect future tax charges, principally the levels and mix of profitability in different jurisdictions and tax rates imposed.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Current tax assets (liabilities) are largely expected to be recovered (settled) within 12 months.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority.
The movement in deferred tax assets and liabilities during the period and the prior period is as follows:
| EUR million | Revalua- | Depreciation | Provisions | Dividends | Tax losses |
Financial | Other | Total |
|---|---|---|---|---|---|---|---|---|
| tions | amortisation | available | instru- | |||||
| write-downs | for offset | ments | ||||||
| Deferred tax liabilities (negative amounts) | ||||||||
| At 1 January 2017 | -111.7 | -35.7 | 6.4 | - | 2.2 | -2.6 | -3.7 | -145.1 |
| Credited (charged) to income statement | - | -11.0 | -2.1 | - | 0.4 | 0.9 | 1.1 | -10.7 |
| Other variations | - | - | - | - | - | - | 0.7 | 0.7 |
| Exchange differences | - | 12.6 | -2.9 | - | - | - | -0.2 | - |
| Reclassification to liabilities held for sale | - | 12.6 | -0.8 | - | -1.4 | - | 0.2 | 10.6 |
| At 31 December 2017 | -111.7 | -21.5 | 0.6 | - | 1.2 | -1.7 | -1.9 | -135.0 |
| Credited (charged) to income statement | - | 1.9 | 0.7 | - | -1.2 | 0.2 | 1.4 | 3.0 |
| Other variation | - | - | - | - | - | - | 0.6 | 0.6 |
| At 31 December 2018 | -111.7 | -19.6 | 1.3 | - | -0.0 | -1.5 | 0.1 | -131.4 |
| Deferred tax assets (positive amounts) | ||||||||
| At 1 January 2017 | - | -109.8 | 65.5 | -0.9 | 117.7 | - | 13.8 | 86.3 |
| Credited (charged) to income statement | - | 81.1 | -31.5 | 1.0 | -42.7 | 0.2 | 4.9 | 13.0 |
| Credited (charged) to equity | - | - | -17.9 | - | - | 0.2 | - | -17.7 |
| Other variations | - | - | - | - | - | - | -1.2 | -1.2 |
| Exchange differences | - | -0.2 | -6.4 | - | -8.8 | - | 0.2 | - |
| Reclassification to assets held for sale | - | 27.3 | -3.0 | - | -60.3 | -0.4 | -8.9 | -45.3 |
| At 31 December 2017 | - | -1.6 | 6.7 | 0.1 | 5.9 | - | 8.8 | 19.9 |
| Credited (charged) to income statement | - | -0.6 | 0.3 | -0.1 | 3.3 | - | 4.0 | 6.9 |
| Credited (charged) to equity | - | - | -0.4 | - | - | - | - | -0.4 |
| Exchange differences | - | - | - | - | - | - | -0.1 | -0.1 |
| At 31 December 2018 | - | -2.2 | 6.6 | - | 9.2 | - | 12.7 | 26.3 |
| Net deferred tax assets (liabilities) after offsetting recognised in the consolidated statement of financial position: 31 December 2017 |
-111.7 | -23.1 | 7.3 | 0.1 | 7.1 | -1.7 | 6.9 | -115.1 |
31 December 2018 -111.7 -21.8 7.9 - 9.2 -1.5 12.8 -105.1
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The net deferred tax balance includes net deferred tax assets amounting to EUR 9.2 million (2017: EUR 26.8 million, including those from the Belron segment) that are expected to be reversed in the following year. However, given the low predictability of deferred tax movements, this net amount might not be reversed as originally foreseen.
At the balance sheet date, the Group has unused tax losses and credits of EUR 71.6 million (2017: EUR 186.6 million, including those from the Belron segment) available for offset against future profits, for which no deferred tax asset has been recognised, due to the unpredictability of future profit streams. This includes unused tax losses of EUR 2.2 million (2017: EUR 26.8 million, including those from the Belron segment) that will expire in the period 2019-2028 (2017: 2018-2027). Other losses may be carried forward indefinitely.
At the balance sheet date, the aggregate amount of temporary differences associated with the investments in subsidiaries, branches, associates and interests in joint ventures (being mainly the accumulated positive consolidated reserves of these entities) for which deferred tax liabilities have not been recognised is EUR 1,909 million (2017: EUR 1,151 million). No deferred tax liability has been recognised in respect of these differences because the Group is in a position to control the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future. It should also be noted that the reversal of these temporary differences, for example by way of distribution of dividends by the subsidiaries to the Company, would generate no (or a marginal) current tax effect.
Deferred tax assets are recognised provided that there is a sufficient probability that they will be recovered in the foreseeable future. Recoverability has been conservatively assessed. However, should the conditions for this recovery not be met in the future, the current carrying amount of the deferred tax assets may be reduced.
| EUR million | 2018 | 2017 |
|---|---|---|
| Gross amount at 1 January | 184.2 | 1,327.1 |
| Accumulated impairment losses at 1 January | - | -235.9 |
| Carrying amount at 1 January | 184.2 | 1,091.2 |
| Additions (see note 24) | 6.3 | 38.6 |
| Increase/(Decrease) arising from put options granted to non-controlling interests | - | 10.6 |
| Impairment losses | - | -16.0 |
| Adjustments | - | -1.2 |
| Scope exit | -0.2 | - |
| Translation differences | - | -40.8 |
| Reclassification to non-current assets classified as held for sale | - | -898.2 |
| Carrying amount at 31 December | 190.3 | 184.2 |
| of which: gross amount | 190.3 | 184.2 |
| of which: accumulated impairment losses | - | - |
In the period, the additions comprise the goodwill arising from business combinations performed in the D'Ieteren Auto segment.
In 2017, the increase arising from put options comprised the movement of goodwill recognised at year end to reflect the change in the exercise price of the remaining options granted to non-controlling interests and the carrying value of non-controlling interest to which they relate (see note 25 for more information).
In the prior period, following the annual impairment test performed by the Belron segment (its goodwill being classified as assets held for sale in 2017), an impairment loss was recognized in Italy for an amount of EUR 16.0 million (classified as discontinued operation).
In the prior period, the adjustments resulted from subsequent changes in the fair value of the net assets in relation to the acquisitions performed in 2016 by the Belron segment.
All the goodwill related to the Belron segment (EUR 898.2 million as at 31 December 2017) has been classified as held for sale at 31 December 2017 and has been derecognised from the consolidated statement of financial position in 2018 at the date of the Transaction (see notes 1 and 16).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The allocation of goodwill to cash-generating units is set out below (the allocation of intangible assets with indefinite useful lives is set out in note 11):
| EUR million | 2018 | 2017 |
|---|---|---|
| D'Ieteren Auto | 18.4 | 12.3 |
| Moleskine | 171.9 | 171.9 |
| GROUP | 190.3 | 184.2 |
Goodwill is monitored at the operating segment level for business combinations and transactions performed by the Company.
In accordance with the requirements of IAS 36 "Impairment of Assets", the Group completed a review of the carrying value of goodwill and of the intangible assets with indefinite useful lives (see note 11) as at each year end. The impairment review, based on the value in use calculation, was carried out to ensure that the carrying value of the Group's assets are stated at no more than their recoverable amount, being the higher of fair value less costs to sell and value in use.
The Board of Directors of the Company also reviewed the carrying amount of its investment in Moleskine. In determining the value in use, the Company calculated the present value of the estimated future cash flows expected to arise, based on Moleskine's latest five-year plan reviewed by the Board of Directors, with extrapolation thereafter (terminal growth rate of 2%). The discount rate applied (pre-tax rate of 6.6%; 7.4% in 2017) is based upon the weighted average cost of capital of the Moleskine segment. The Board of Directors of the Company is satisfied that the carrying amount of the Moleskine cash-generating unit is stated at no more than its value in use.
Key assumptions of the financial projections in supporting the value of goodwill and intangible assets with indefinite useful lives include revenue growth rates, operating margins, discount rates, long-term growth rates and segment share. A set of financial projections were prepared, starting with the budget numbers for 2019. Margins are based on historical values achieved and global market trends. Operating expenses are based on historical levels suitably adjusted for increases in activity levels over the term of the cash projections. The assumptions on revenue growth are consistent with historical long-term trends. Long-term growth rates are based upon industry analysis and consistent with historical trends.
Future cash flows are estimates that may be revised in future periods as underlying assumptions change. Should the assumptions vary adversely in the future, the value in use of goodwill and intangible assets with indefinite useful lives may reduce below their carrying amounts. Sensitivities were also calculated on each of the key assumptions as follows: reduction in the long-term growth rate of 1%, decrease in margins of 0.5% and increase in the discount rate of 1%. When applying the sensitivities as of 31 December 2018, headroom appears to be sufficient for all the cash-generating units.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Goodwill is analysed in note 10. All intangible assets have finite useful lives, unless otherwise specified.
| EUR million | Other licenses and similar rights |
Brands (finite and indefinite useful lives) |
Customer contracts |
Computer software |
Intan gibles under develop ment |
Other | Total |
|---|---|---|---|---|---|---|---|
| Gross amount at 1 January 2018 | 12.8 | 402.8 | - | 26.7 | 1.1 | 5.3 | 448.7 |
| Accumulated amortisation and impairment losses at 1 January 2018 |
-7.3 | - | - | -14.8 | - | -4.0 | -26.1 |
| Carrying amount at 1 January 2018 | 5.5 | 402.8 | - | 11.9 | 1.1 | 1.3 | 422.6 |
| Additions: | |||||||
| Internal development | - | - | - | - | - | 0.5 | 0.5 |
| Items separately acquired | 1.5 | - | - | 0.7 | 1.4 | 11.2 | 14.8 |
| Disposals | -0.1 | - | - | - | - | -0.2 | -0.3 |
| Amortisation | -1.5 | - | - | -0.7 | - | -2.5 | -4.7 |
| Transfer from (to) another caption | 0.1 | - | - | 0.7 | -1.0 | 0.2 | - |
| Translation differences | - | - | - | - | - | 0.2 | 0.2 |
| Carrying amount at 31 December 2018 | 5.5 | 402.8 | - | 12.6 | 1.5 | 10.7 | 433.1 |
| of which: gross amount | 14.3 | 402.8 | - | 28.1 | 1.5 | 17.2 | 463.9 |
| of which:accumulated amortisation and impairment losses | -8.8 | - | - | -15.5 | - | -6.5 | -30.8 |
| Gross amount at 1 January 2017 | 0.4 | 786.8 | 100.1 | 317.4 | 2.9 | 5.3 | 1,212.9 |
| Accumulated amortisation and impairment losses | -0.4 | -46.1 | -88.8 | -196.8 | -0.0 | -4.0 | -336.1 |
| at 1 January 2017 | |||||||
| Carrying amount at 1 January 2017 | - | 740.7 | 11.3 | 120.6 | 2.9 | 1.3 | 876.8 |
| Additions: | |||||||
| Items separately acquired | - | 4.3 | 1.4 | 63.3 | 0.8 | - | 69.8 |
| Disposals | - | - | - | -3.7 | - | - | -3.7 |
| Amortisation Transfer from (to) another caption |
-1.9 7.4 |
-0.8 -4.2 |
-4.5 1.2 |
-30.2 -0.6 |
- -2.6 |
- - |
-37.4 1.2 |
| Items acquired through business combinations | - | 0.6 | 3.8 | 0.6 | - | - | 5.0 |
| Translation differences | - | -17.2 | -1.0 | -7.6 | - | - | - |
| Reclassification to assets held for sale Carrying amount at 31 December 2017 |
- 5.5 |
-320.6 402.8 |
-12.2 - |
-130.5 11.9 |
- 1.1 |
- 1.3 |
-463.3 422.6 |
| of which: gross amount | 12.8 | 402.8 | - | 26.7 | 1.1 | 5.3 | 448.7 |
| of which:accumulated amortisation and impairment losses | -7.3 | - | - | -14.8 | -0.0 | -4.0 | -26.1 |
All the Intangible assets in the Belron segment have been classified as held for sale at 31 December 2017 and have been derecognised in 2018 at the date of the Transaction (see notes 1 and 16).
The Moleskine brand (EUR 402.8 million; acquired in November 2016) has an indefinite useful life, since, given the absence of factors that could cause its obsolescence and in light of the life cycles of the products to which the trademark relates, there is no foreseeable limit to the period over which this asset is expected to generate net cash inflows for the Group.
The carrying value of the brands with a finite useful life amounted to nil at 31 December 2017 and 2018, whilst the carrying amount of brands with indefinite useful life amounted to EUR 402.8 million (2017: EUR 402.8 million), fully allocated to the Moleskine cash-generating unit.
The other disclosures required by IAS 36 for intangible assets with indefinite useful lives are provided in note 10.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | Property | Plant and | Assets | Total |
|---|---|---|---|---|
| equipment | under | |||
| construction | ||||
| Gross amount at 1 January 2018 | 312.2 | 116.9 | 16.5 | 445.6 |
| Accumulated depreciation and impairment losses at 1 January 2018 | -149.6 | -84.7 | - | -234.3 |
| Carrying amount at 1 January 2018 | 162.6 | 32.2 | 16.5 | 211.3 |
| Additions | 4.3 | 12.4 | 12.9 | 29.6 |
| Disposals | -0.1 | -2.9 | -3.2 | -6.2 |
| Depreciation | -8.6 | -9.9 | - | -18.5 |
| Transfer from (to) another caption | 12.7 | 1.8 | -14.5 | - |
| Items acquired through business combinations (see note 24) | 3.6 | 2.2 | - | 5.8 |
| Carrying amount at 31 December 2018 | 174.5 | 35.8 | 11.7 | 222.0 |
| of which: gross amount | 332.7 | 130.4 | 11.7 | 474.8 |
| of which: accumulated depreciation and impairment losses | -158.2 | -94.6 | - | -252.8 |
| Gross amount at 1 January 2017 | 518.9 | 875.0 | 9.3 | 1,403.2 |
| Accumulated depreciation and impairment losses at 1 January 2017 | -256.1 | -572.7 | -0.0 | -828.8 |
| Carrying amount at 1 January 2017 | 262.8 | 302.3 | 9.3 | 574.4 |
| Additions | 22.4 | 113.0 | 7.9 | 143.3 |
| Disposals | -3.1 | -8.1 | - | -11.2 |
| Depreciation | -21.5 | -78.9 | - | -100.4 |
| Transfer from (to) another caption | -0.4 | 0.2 | -0.7 | -0.9 |
| Items acquired through business combinations | 5.3 | 3.4 | - | 8.7 |
| Translation differences | -8.0 | -23.9 | - | - |
| Reclassification to assets held for sale | -94.9 | -275.8 | - | -370.7 |
| Carrying amount at 31 December 2017 | 162.6 | 32.2 | 16.5 | 211.3 |
| of which: gross amount | 312.2 | 116.9 | 16.5 | 445.6 |
| of which: accumulated depreciation and impairment losses | -149.6 | -84.7 | -0.0 | -234.3 |
Property, plant and equipment in the Belron segment have been classified as held for sale at 31 December 2017 and have been derecognised from the consolidated statement of financial position in 2018 at the date of the Transaction (see notes 1 and 16).
At 31 December 2018 and at 31 December 2017, assets under construction mainly included property under construction in the segment "Other", as part of the real estate activities of the Group.
Assets held under finance leases are included in the above at the following amounts:
| EUR million | Property | Plant and equipment |
Assets under |
Total |
|---|---|---|---|---|
| construction | ||||
| 31 December 2018 | - | 4.6 | - | 4.6 |
| 31 December 2017 | - | 5.3 | - | 5.3 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | 2018 | 2017 |
|---|---|---|
| Gross amount at 1 January | 16.6 | 10.8 |
| Accumulated depreciation at 1 January | -7.6 | -7.0 |
| Carrying amount at 1 January | 9.0 | 3.8 |
| Additions | 0.6 | 4.9 |
| Depreciation | -0.3 | -0.6 |
| Transfer from (to) another caption | 4.6 | 0.9 |
| Carrying amount at 31 December | 13.9 | 9.0 |
| of which: gross amount | 21.8 | 16.6 |
| of which: accumulated depreciation | -7.9 | -7.6 |
| Fair value | 18.0 | 10.0 |
The fair value is supported by market evidence and is based on a valuation by an independent valuer who holds a recognised and relevant professional qualification, and who has recent experience in the location and category of the investment property held by the Group. The latest valuations were performed in March 2014 and May 2016.
All items of investment property are located in Belgium and are held by the segment "Other". The line "transfer from (to) another caption" in 2018 relates to the transfer of an asset previously classified as held for sale (see note 16 of the 2017 consolidated financial statements) for which the disposal did not occur in 2018.
See also note 27 for other disclosures on investment property.
| EUR million | 2018 | 2017 |
|---|---|---|
| D'Ieteren Auto | ||
| Vehicles | 384.6 | 309.6 |
| Spare parts and accessories | 29.2 | 25.5 |
| Other | 0.2 | 0.4 |
| Subtotal | 414.0 | 335.5 |
| Moleskine | 41.7 | 32.2 |
| GROUP | 455.7 | 367.7 |
The accumulated write-down on inventories amounts to EUR 9.4 million (2017: EUR 13.2 million). The decrease is mainly explained by the reversal of write down on inventories in the D'Ieteren Auto segment. The amount of write down of inventories recognised in the cost of sales (see note 4) is an income of EUR 3.8 million (2017: charge of EUR -0.5 million).
The inventories are expected to be recovered within 12 months and are mainly composed of merchandises.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
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| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
In accordance with the requirements of IAS 36 "Impairment of Assets", Belron completed a review of the carrying value of goodwill and of the intangible assets with indefinite useful lives as at each year end. The impairment review, based on the value in use calculation, was carried out to ensure that the carrying value of the Belron's assets are stated at no more than their recoverable amount, being the higher of fair value less costs to sell and value in use.
In 2018, this review led to a total impairment charge of EUR 50.3 million, of which EUR 40.0 million in relation to the Netherlands (allocated to the goodwill, brands and other intangible assets), EUR 6.0 million in relation to New Zealand (fully allocated to the goodwill), EUR 3.4 million in Greece and EUR 0.9 million in Hungary. This impairment charge in the Belron segment however has no impact on the Group operating result, since Belron is an equity-accounted investee.
At year-end, based on IAS28, the Board of Directors of the Company did not identify any indication of possible impairment (a triggering event) on its investments in Belron (equity-accounted investee) and therefore did not perform an impairment test.
A new shareholders' agreement was signed in May 2018 between the Group and the family holding company of the Belron's CEO, including put options (with related call options) related to the interest held by the family holding company of the Belron's CEO. Based on IFRS requirements, the (financial) obligation to buy the equity instruments in an equity-accounted investee does not give rise to a financial liability in the consolidated statement of financial position (because equity-accounted investees are not part of the Group). This contract is a derivative that is in the scope of IFRS 9 "Financial Instruments", measured at fair value through profit or loss and categorised within the fair value hierarchy as level 3. The fair value of this derivative amounts approximatively to nil as at 31 December 2018; the value of the Belron's share based on the put formula being very close to the recent fair market value of Belron (based on the transaction with CD&R).
In the consolidated statement of comprehensive income, the lines "Equity-accounted investees – share of OCI" mainly relate to the remeasurements of defined benefit assets/liabilities (primarily due to the UK pension scheme mainly due to an increase in the discount rate following economic uncertainties related to the Brexit), to the cash flow hedges and translation differences of Belron.
The table below presents the revenue, profit before tax, the net result, and the other comprehensive income for the period going from 7 February (the Transaction date) until 31 December 2018, period over which the result of BGSA is accounted for under equity-accounting method. The Group's share in net result is computed based on a weighted average percentage of 54.10%. The result from the beginning of the period until 7 February 2018 is accounted for under global integration method (94.85% stake), under discontinued operations (see note 16).
| EUR million | 2018 |
|---|---|
| Revenue | 3,528.1 |
| Profit before tax | 6.9 |
| Result for the period (100%) | -18.1 |
| Other comprehensive income (100%) | 18.4 |
| Profit (or loss) and total comprehensive income (100%) | 0.3 |
| Group's share of profit (or loss) and comprehensive income | 0.2 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
In 2018, the second largest equity-accounted investee (the largest in 2017) is the joint venture Volkswagen D'Ieteren Finance (VDFin), owned 50% minus one share by the Group and 50% plus one share by Volkswagen Financial Services (a subsidiary of the Volkswagen group), active in a full range of financial services related to the sale of the Volkswagen group vehicles on the Belgian market.
The following table summarises the financial information of VDFin as included in its own financial statements, adjusted for differences in accounting policies, and also reconciles this summarised financial information to the carrying amount of the Group's interest in VDFin.
| EUR million | 2018 | 2017 |
|---|---|---|
| Non-current assets | 1,353.6 | 1,171.7 |
| Current assets (excluding cash and cash equivalents) | 759.9 | 667.8 |
| Cash and cash equivalents | 170.6 | 50.2 |
| Non-current liabilities (excluding financial liabilities) | -9.3 | -9.4 |
| Non-current financial liabilities | -1,005.0 | -625.0 |
| Current liabilities (excluding financial liabilities) | -121.5 | -96.8 |
| Current financial liabilities | -995.0 | -1,022.9 |
| Net assets (100%) | 153.3 | 135.6 |
| Group's share of net assets (49,99%) and carrying amount of interest in joint venture | 76.6 | 67.8 |
| Revenue | 537.6 | 342.6 |
| Net finance costs | 25.2 | 18.8 |
| Profit before tax | 29.5 | 17.5 |
| Tax expense | -9.8 | -6.1 |
| Result for the period (100%) | 19.7 | 11.4 |
| Other comprehensive income (100%) | - | -1.8 |
| Profit (or loss) and total comprehensive income (100%) | 19.7 | 9.6 |
| Group's share of profit (or loss) and comprehensive income (49,99%) | 9.9 | 4.8 |
Share of net assets represents the share of the Group in the equity of VDFin as at 31 December 2018.
On 1 July 2017, the Company sold its 50% stake in OTA Keys s.a. to Continental AG. OTA Keys was set up by the Company and Continental in 2014 to develop virtual key solutions. OTA Keys was included in the Group's consolidated accounts via the equity method. In H1 2017, the share of the Group in OTA Keys' result amounted to EUR -0.6 million. The consolidated gain on the disposal of the joint venture was recorded among the net finance costs in the segment "Other" (see note 5).
As from June 2012, new finance lease services to customers of the D'Ieteren Auto segment are provided by the joint venture VDFin. Services related to previous finance lease contracts were still provided by D'Ieteren Vehicle Trading (DVT) s.a., a 49%-owned associate. All the lease contracts managed at the level of DVT arrived at their term in the second half of 2018. The Group therefore decided to liquidate the associate.
The following table summarises the financial information of DVT as included in its own financial statements and also reconciles this summarised financial information to the carrying amount of the Group's interest in DVT (for 2017 only).
| EUR million | 2018 | 2017 |
|---|---|---|
| Non-current assets | - | - |
| Current assets | - | 3.2 |
| Non-current liabilities | - | - |
| Current liabilities | - | -0.3 |
| Net assets (100%) | - | 2.9 |
| Group's share of net assets (49%) and carrying amount of interest in associate | - | 1.4 |
| Revenue | - | 0.5 |
| Profit before tax | 0.1 | 0.7 |
| Result for the period (100%) | 0.1 | 0.6 |
| Group's share of profit (or loss) and comprehensive income (49%) | - | 0.3 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The table below summarizes the assets and liabilities classified as held for sale:
| EUR million | 2018 | 2017 (1) | ||||
|---|---|---|---|---|---|---|
| Other | Group | D'Ieteren | Belron | Other | Group | |
| Auto | ||||||
| Goodwill | - | - | - | 898.2 | - | 898.2 |
| Other intangible assets | - | - | - | 463.3 | - | 463.3 |
| Property, plant & equipment | - | - | 0.8 | 369.9 | - | 370.7 |
| Investment property | 0.9 | 0.9 | - | - | 5.5 | 5.5 |
| Available-for-sale financial assets | - | - | - | 0.5 | - | 0.5 |
| Derivative hedging instruments | - | - | - | 2.0 | - | 2.0 |
| Derivatives held for trading | - | - | - | 0.3 | - | 0.3 |
| Employee benefits | - | - | - | 39.4 | - | 39.4 |
| Deferred tax assets | - | - | - | 45.3 | - | 45.3 |
| Other receivables | - | - | - | 2.2 | - | 2.2 |
| Inventories | - | - | 4.2 | 300.8 | - | 305.0 |
| Derivative hedging instruments | - | - | - | 0.3 | - | 0.3 |
| Derivatives held for trading | - | - | - | 2.8 | - | 2.8 |
| Current tax assets | - | - | - | 4.7 | - | 4.7 |
| Trade and other receivables | - | - | 1.7 | 309.9 | - | 311.6 |
| Cash & cash equivalents | - | - | - | 76.4 | - | 76.4 |
| Non-current assets classified as held for sale | 0.9 | 0.9 | 6.7 | 2,516.0 | 5.5 | 2,528.2 |
| EUR million | 2018 | 2017 (1) | ||||
|---|---|---|---|---|---|---|
| Other | Group | D'Ieteren | Belron | Other | Group | |
| Auto | ||||||
| Employee benefits | - | - | - | 9.3 | - | 9.3 |
| Provisions | - | - | - | 37.9 | - | 37.9 |
| Loans & borrowings (long-term) | - | - | - | 1,307.0 | - | 1,307.0 |
| Other payables | - | - | - | 5.4 | - | 5.4 |
| Deferred tax liabilities | - | - | - | 10.6 | - | 10.6 |
| Provisions | - | - | - | 50.5 | - | 50.5 |
| Loans & borrowings (short-term) | - | - | - | 41.2 | - | 41.2 |
| Derivative hedging instruments | - | - | - | 2.6 | - | 2.6 |
| Derivatives held for trading | - | - | - | 0.6 | - | 0.6 |
| Current tax liabilities | - | - | 0.1 | 26.5 | - | 26.6 |
| Trade & other payables | - | - | 1.3 | 501.3 | - | 502.6 |
| Liabilities associated with non-current assets held for sale | - | - | 1.4 | 1,992.9 | - | 1,994.3 |
| Net assets group's share | 0.9 | 0.9 | 5.3 | 523.1 | 5.5 | 533.9 |
(1) As restated to reflect the operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments.
On 28 November 2017, the Company announced the signing of a definitive agreement with Clayton, Dubilier and Rice (CD&R) regarding a partnership investment in Belron. The transaction whereby CD&R acquired a 40% stake in Belron closed on 7 February 2018. In accordance with the requirements of IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations", the assets and liabilities of Belron have been classified as held for sale in the statement of financial position at 31 December 2017.
On the Transaction date (7 February 2018), the Board of Directors of the Company concluded that the Group had lost exclusive control over its subsidiary at this effective date and share joint control over the entity with CD&R. As from this effective date, the result of Belron is consolidated under the equity-accounting method (54.10% stake after MRP – see note 15). The disposal proceeds (cash consideration of EUR 628.7 million) was received in February 2018.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Board of Directors of the Company also concluded that the recognition criteria defined in IFRS 5 "Non-Current Assets Held for Sale and Discontinued Operations" were met and has therefore presented the 1-month (January) result of the Belron segment as a discontinued operation (94.85% stake) in 2018 (12-month result in 2017).
In accordance with the requirements of IFRS 10 "Consolidated Financial Statements", the Group derecognized the assets and liabilities of Belron from the consolidated statement of financial position and recognized the fair value of the investment retained at the moment control is lost (February 2018). The assets and liabilities of Belron were accounted for at the lower of carrying amount and fair value less costs of disposal and classified under assets and liabilities held for sale until the closing of the Transaction.
Based on the transaction price agreed between the Company and CD&R (EUR 3 billion of enterprise value which, after deduction of debtlike items, translates into an equity value of about EUR 1.55 billion), the Transaction led to the recognition of a consolidated gain on disposal of EUR 987.7 million, as follows:
| EUR million | 2018 |
|---|---|
| Fair value of consideration received from CD&R (satisfied by cash) | 628.7 |
| Recycling of currency translation reserve attributable to equity holders of the Company | -32.0 |
| Recycling of cash flow hedges attributable to equity holders of the Company | 0.4 |
| Fair value of investment retained in Belron (at the Transaction date) | 862.0 |
| Net book value of non-controlling interests | -3.8 |
| Net assets of the disposal group as of the date of the Transaction | -467.6 |
| Consolidated gain on disposal | 987.7 |
The consolidated gain on disposal has been recognized in discontinued operations in the consolidated statement of profit or loss (and in finance income in the segment statement of profit or loss). The share of the group in the recycling of currency translation reserve and cash flow hedges is accounted for in the statement of other comprehensive income.
The result from discontinued operation in the Belron segment is presented below. In 2018, it includes the result of Belron from the beginning of the period until the closing of the Transaction (7 February 2018). In 2017, it includes the 12-month result of Belron. In accordance with the requirements of IFRS 5, the Group did not depreciate Belron's non-current assets as from the date (28 November 2017) of its classification as held for sale. The impact on the consolidated income statement as of 31 December 2018 is EUR 10.3 million (2017: EUR 10.5 million)
| EUR million | 2018 | 2017 |
|---|---|---|
| Sales | 311.6 | 3,486.2 |
| Operating result | 21.1 | 148.5 |
| Net finance costs | -4.8 | -86.1 |
| Result before tax | 16.3 | 62.4 |
| Tax expense | -1.9 | -18.8 |
| Result after tax of discontinued operations | 14.4 | 43.6 |
| Consolidated gain on disposal of subsidiary with change of control | 987.7 | - |
| Result after tax from discontinued operations | 1,002.1 | 43.6 |
| Basic earnings (loss) per share from discontinued operations (EUR) | 18.27 | 0.75 |
| Diluted earnings (loss) per share from discontinued operations (EUR) | 18.23 | 0.75 |
In 2018, the EUR 987.7 million consolidated gain on disposal includes the recycling of currency translation reserve and hedging reserve for EUR -32.0 million and EUR 0.4 million respectively, recognized in the statement of other comprehensive income.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Cash flows from discontinued operation
| EUR million - Year ended 31 December | 2018 | 2017 |
|---|---|---|
| Net cash generated from operating activities | -16.8 | 244.2 |
| Net cash from investing activities | 531.0 | -184.5 |
| Net cash from financing activities | 18.1 | -22.5 |
| Effect on cash flows | 532.3 | 37.2 |
The aggregate cash flow from losing control of the subsidiary - included in the line "Net cash from investing activities" in the above table amounts to EUR 533.3 million and is composed of the fair value of the consideration received from CD&R less cash and cash equivalents of Belron at the date of the Transaction.
The Group adopted IFRS 9 on 1 January 2018 using the cumulative effect method. Under this method, the comparative information is not restated (it is therefore presented according to previous guidance of IAS 39 - see note 34 for more information on the accounting policies related to financial instruments). The initial application of IFRS 9 has had no significant impact on the Group's recognition and measurement of financial instruments.
Financial assets held by the Group at 31 December 2018 are limited to trade and other receivables (see note 19) and cash and cash equivalents (see note 18). Trade and other receivables and cash and cash equivalents are measured at amortised costs under IFRS 9 (loans and receivables under IAS 39). Their carrying amount remain unchanged as a consequence of IFRS 9 adoption.
Financial liabilities held by the Group at 31 December 2018 consist in loans and borrowings (see note 22) and trade and other payables (see note 23), both classified as liabilities at amortised costs under IAS 39 and IFRS 9. Their carrying amount remain unchanged as a consequence of IFRS 9 adoption. The financial contingent liability relating to the disposal of the 40% stake of Belron is measured at FVTPL and amounts to EUR 20.2 million.
In the current period (see note 2.3 segment information), the financial instruments held in the Belron segment (equity-accounted investee) consist in cross-currency interest rate swaps to hedge against changes in market interest rates, forward exchange contracts used to hedge the cost of future payable where those payables are denominated in a currency other than the currency of the purchasing company (both measured as hedging instruments), and fuel derivatives used to hedge the price of fuel purchase (measured at FVTPL). All derivative instruments in the Belron segment have been classified as held for sale in the consolidated statement of financial position at 31 December 2017 and have been derecognized in 2018 at the date of the Transaction (see notes 1 and 16).
In the Moleskine segment, the EUR 0.4m derivative hedging instrument relates to interest rates swaps used to hedge future loan reimbursements against fluctuation in interest rates.
For more information on the impact of IFRS 9 on the trade and other receivables, refer to note 19.
In the prior period, held to maturity financial assets comprised investments in a portfolio of marketable securities (mainly sovereign and corporate bonds in Europe with maturity of 1 to 3 years). The carrying amount is equal to its fair value and is classified in level 1 of the fair value hierarchy as specified below. This portfolio has been sold in 2018.
All Group's financial assets and liabilities measured at fair value in the consolidated statement of financial position are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
In 2018 and 2017, all Group's financial assets and liabilities measured at fair value in the consolidated statement of financial position are classified in level 2, except the money-market assets (EUR 258.5 million; see note 18) classified in level 1 and the financial contingent liability (EUR 20.2 million; see above) classified in level 3.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The fair values of derivative hedging instruments and derivatives held for trading are determined using valuation techniques. The Group uses a variety of methods and makes assumptions based on market conditions at the balance sheet date. The fair value of cross currency interest rate swaps and interest rate swaps is calculated as the present value of future estimated cash flows. The fair value of interest rate caps and collars is valued using option valuation techniques. The fair value of forward exchange contracts is determined using forward exchange market rates at the balance sheet date. The fair value of fuel hedge instruments (combination of options, collars and swaps used in the Belron segment to hedge the price of fuel purchases) is determined using market valuations prepared by the respective banks that executed the initial transactions at the statement of financial position date based on the present value of the monthly futures forward curve for gasoline given the volume hedged and the contract period. The fair values of forward rate agreements are calculated as the present value of future estimated cash flows.
The main risks managed by the Group under policies approved by the Board of Directors, are liquidity and re-financing risk, market risk, credit risk, counterparty risk and price risk. The Board periodically reviews the Group's treasury activities, policies and procedures. Treasury policies aim to ensure permanent access to sufficient liquidity, and to monitor and limit interest and currency exchange risks. These are summarised below.
Liquidity risk is associated with the Group's ability to meet its obligations. Each business unit of the Group manages liquidity risk by maintaining sufficient cash and funding available through an adequate amount of committed credit facilities to cover its anticipated medium-term commitments at all times. To minimise liquidity risk, the Group ensures, on the basis of its long-term financial projections, that it has a core level of committed long-term funding in place, with maturities spread over a wide range of dates, supplemented by various shorter-term facilities, and various funding sources.
Cash pooling schemes are sought and implemented each time when appropriate in order to minimise gross financing needs and costs of liquidity.
The following is an analysis of the contractual undiscounted cash flows payable under financial liabilities.
| EUR million | Due within | Due between | Due after | Total | ||||
|---|---|---|---|---|---|---|---|---|
| one year one and five years |
five years | |||||||
| Capital | Interest | Capital | Interest | Capital | Interest | Capital | Interest | |
| At 31 December 2018 | ||||||||
| Loans and borrowings | ||||||||
| Obligations under finance leases | 0.1 | - | 0.3 | 0.1 | 0.3 | 0.1 | 0.7 | 0.2 |
| Other borrowings and private bonds | 39.6 | 2.3 | 115.3 | 2.6 | 0.3 | - | 155.2 | 4.9 |
| Total | 39.7 | 2.3 | 115.6 | 2.7 | 0.6 | 0.1 | 155.9 | 5.1 |
| Trade and other payables | 413.8 | - | - | - | - | - | 413.8 | - |
| Total | 453.5 | 2.3 | 115.6 | 2.7 | 0.6 | 0.1 | 569.7 | 5.1 |
| At 31 December 2017 | ||||||||
| Loans and borrowings | ||||||||
| Obligations under finance leases | 0.1 | - | 0.7 | - | - | - | 0.8 | - |
| Other borrowings and private bonds | 32.5 | 1.6 | 133.6 | 5.8 | - | - | 166.1 | 7.4 |
| Total | 32.6 | 1.6 | 134.3 | 5.8 | - | - | 166.9 | 7.4 |
| Trade and other payables | 376.0 | - | - | - | - | - | 376.0 | - |
| Total | 408.6 | 1.6 | 134.3 | 5.8 | - | - | 542.9 | 7.4 |
The settlement of the financial contingent liability of EUR 20.2 million is expected between one and five years.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Group's interest rate risk arises from changes in interest rates on interest-bearing assets and from loans and borrowings.
The Group seeks to cap the impact of adverse interest rates movements on its financial results, particularly in relation to the next 12 months. To manage its interest rate exposures, the Group primarily uses forward rate agreements, interest rate swaps, caps and floors. Each business unit determines its own minimum hedge percentages, which, for the period up to 12 months, are comprised between 50% and 100%, and thereafter sets them gradually lower over time. The overall hedge horizon is typically 3 years. Hedges, or fixed rate indebtedness, beyond 5 years are unusual.
The interest rate and currency profiles of loans and borrowings are disclosed in note 22.
A change of 100 basis points in interest rate at the reporting date would have increased/decreased the result from continuing operations by the amounts shown below. This analysis assumes that all other variables remain constant.
| EUR million | Result from continuing operations | |
|---|---|---|
| 1% increase | 1% decrease | |
| 31 December 2018 | -2.4 | 2.4 |
| 31 December 2017 | -1.4 | 1.4 |
The Group's objective is to protect its cash flows, commercial transactions and net investments in foreign operations from the potentially high volatility of the foreign exchange markets by hedging any material net foreign currency exposure.
The Group has certain investments in foreign operations whose net assets and related goodwill are exposed to foreign currency translation risk. Group policy is to hedge the economic value of material foreign currency investments (limited to the net book value of the asset) in a particular currency with financial instruments including debt in the currency of the investment. The proportion to which an investment is hedged is individually determined having regard to the economic and accounting exposures and the currency of the investment. To complement these natural hedges, the Group uses instruments such as forwards, swaps, plain-vanilla foreign exchange options and, when appropriate, cross currency swaps. The hedging levels are reviewed periodically, in light of the market conditions and each time a material asset is added or removed.
The significant exchange rates applied in 2018 and in 2017 are disclosed in note 30.
A 10 percent strengthening/weakening of the euro against the following currencies at 31 December would have increased/decreased result from continuing operations by the amounts shown below. This analysis assumes that all other variables remain constant.
| EUR million | Result from continuing operations | ||||
|---|---|---|---|---|---|
| 10% strenghtening | 10% weakening | ||||
| 31 December 2018 | |||||
| EUR vs GBP | -0.3 | 0.4 | |||
| EUR vs USD | -2.3 | 3.7 | |||
| 31 December 2017 | |||||
| EUR vs GBP | -0.2 | 0.2 | |||
| EUR vs USD | -1.8 | 2.2 |
Price risk is related to oscillations in the prices of raw materials, semi-finished and finished goods purchased. Specifically, the price risk mainly arises from the presence of a limited number of supplier of goods and the need to guarantee procurement volumes. The Group limits price risk through its procurement policy.
Exposure limits to financial counterparties in respect of both amount and duration are set in respect of derivatives and cash deposits. Such transactions are entered into with a limited number of pre-designated banks on the basis of their publicly available credit ratings, which are checked at least once a year. Limits on length of exposure per category of transaction are in place to protect liquidity and mitigate counterparty default risks. The instruments and their documentation must be authorized before entering the contemplated transactions.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Cash and cash equivalents are analysed below:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Cash at bank and in hand | -128.5 | 23.8 | 408.6 | 303.9 | -1.6 | 24.9 | 272.3 | 295.6 |
| Short-term deposits | 69.5 | - | 300.0 | 369.5 | - | - | - | - |
| Money Market Assets | 1.1 | - | 258.5 | 259.6 | 1.7 | - | - | 1.7 |
| Cash and cash equivalents | -57.9 | 23.8 | 967.1 | 933.0 | 0.1 | 24.9 | 272.3 | 297.3 |
(1) As restated to reflect the operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments.
In the segment "Other", the increase during the period is explained by the aggregate cash flow (EUR 628.7 million) received from CD&R following the Transaction (see notes 1 and 16), the dividend (EUR 217.4 million) received from the Belron segment following the issue of a new 7-year Term Loan B in Q4 2018 (USD 455 million), partially offset by the payment in June 2018 of the aggregate dividend to shareholders (EUR 208.4 million).
Cash and cash equivalents are mainly floating rate assets which earn interest at various rates set with reference to the prevailing EONIA, LIBID or equivalent. Their carrying amount is equal to their fair value. In 2018, in the segment "Other" Money Market Assets represents the fair value of investment funds. They are measured at fair value through P&L.
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Non-current receivables | Auto 2.5 |
1.3 | 20.9 | 24.7 | Auto 2.3 |
2.4 | 20.9 | 25.6 |
| Trade receivables | 320.1 | 35.6 | 0.3 | 356.0 | 266.6 | 24.1 | 0.2 | 290.9 |
| Current receivables from equity-accounted investees |
12.6 | - | - | 12.6 | 6.1 | - | - | 6.1 |
| Other current receivables | 19.6 | 4.8 | 1.3 | 25.7 | 8.4 | 4.3 | 0.2 | 12.9 |
| Trade and other receivables | 352.3 | 40.4 | 1.6 | 394.3 | 281.1 | 28.4 | 0.4 | 309.9 |
(1) As restated to reflect the operating segments of the Group and to present the trade receivables in the D'Ieteren Auto segment gross from trade credit notes to be received – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments.
The non-current receivables are composed of guarantee deposits against rental properties and of a loan granted to a minority shareholder of Belron (family holding company of Belron's CEO). The loan granted to this minority shareholder is fully guaranteed by a pledge. Their carrying amount approximates their fair value. The loan granted to a minority shareholder of Belron earns interest at a rate set with reference to the prevailing EURIBOR and the other non-current receivables generally generate no interest income. They are expected to be recovered after more than 12 months.
The trade and other receivables are expected to be recovered within 12 months. Their carrying amount approximates their fair value, and they generate no interest income.
The Group is exposed to credit risk arising from its operating activities (potential losses arising from the non-fulfilment of obligations assumed by trade and financial counterparties). Such risks are mitigated by selecting clients and other business partners on the basis of their credit quality and by avoiding as far as possible concentration on a few large counterparties. Credit quality of large counterparties is assessed systematically, and credit limits are set prior to taking exposure. Payment terms are on average less than one month except where local practices are otherwise. Receivables from sales involving credit are closely tracked and collected mostly centrally in the D'Ieteren Auto segment, and at the country level in the Belron segment (equity-accounted investee). In the Moleskine segment, the risk of insolvency is monitored centrally with review of the credit exposure. The credit risk is differentiated by sales channel and the acceptance of new customers is monitored by conducting qualitative and quantitative corporate rating services.
| Section 1 Section 2 Section 4 Section 3 |
Section 5 Section 6 |
Section 7 |
|---|---|---|
| Declaration by 2018 Consolidated Financial Summarised Statutory Responsible Persons Full-Year Results Statements 2018 |
Corporate Governance Disclosure of non-financial Financial Statements 2018 Statement information |
Share Information |
In the D'Ieteren Auto segment, concentration on top ten customers, based on the gross receivables, is 31.9% (2017: 33.7%) and no customer is above 9% (2017: 8%). Certain receivables are also credit insured. In the Belron segment (equity-accounted investee), concentrations of risk with respect to receivables are limited due to the diversity of Belron's customer base. In the Moleskine segment, trade receivables are concentrated due to the distribution model. However, there were no specific concentration risks since the counterparties do not present solvency risk and in any event could be replaced, if required, which would not entail operational difficulties. The credit position of certain customers is also partly guaranteed by letters of credit.
Statement of financial position amounts are stated net of provisions for doubtful debts, and accordingly, the maximum credit risk exposure is the carrying amount of the receivables in the statement of financial position.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for trade receivables (refer to note 34 for additional information on the adoption of IFRS 9). To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the historic payment profiles and the corresponding historical credit losses experienced. The historical loss rates are adjusted where relevant to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
As at 31 December 2018, the provisions for bad and doubtful debt amount to EUR 7.5 million (2017: EUR 9.8 million).
The ageing analysis of trade and other receivables past due but not impaired is as follows:
| EUR million | 2018 | 2017 |
|---|---|---|
| Up to three months past due | 37.3 | 37.4 |
| Three to six months past due | 3.2 | 3.2 |
| Over six months past due | 3.3 | 4.3 |
| Total | 43.8 | 44.9 |
The income in 2018 for bad and doubtful debts amounts to EUR 2.3 million (2017: income of EUR 2.1 million). See note 4.
A reconciliation of share capital and reserves are set out in the consolidated statement of changes in equity.
The change in ordinary share capital is set out below:
| EUR million, except number of shares stated in units | Number of | Ordinary |
|---|---|---|
| ordinary | share | |
| shares | capital | |
| At 1 January 2017 | 55,302,620 | 160.0 |
| Change | - | - |
| At 31 December 2017 | 55,302,620 | 160.0 |
| Change | - | - |
| At 31 December 2018 | 55,302,620 | 160.0 |
The 5,000,000 nominative participating shares do not represent share capital. Each participating share confers one voting right and gives the right to a dividend equal to one eighth of the dividend of an ordinary share.
Treasury shares are held by the Company and by subsidiaries as set out below:
| EUR million, except number of shares stated in units | 31 December 2018 | 31 December 2017 | |||
|---|---|---|---|---|---|
| Number | Amount | Number | Amount | ||
| Treasury shares held by the Parent | 1,164,933 | 38.3 | 1,085,217 | 34.6 | |
| Treasury shares held by subsidiaries | - | - | - | - | |
| Treasury shares held | 1,164,933 | 38.3 | 1,085,217 | 34.6 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Treasury shares are held to cover the stock option plans set up by the Company since 1999 (see note 7).
The share-based payment reserve relates to the employee stock option plans (equity-settled) granted to officers and managers of the D'Ieteren Auto and Other segments (see note 7).
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss as the hedged cash flows affect profit or loss.
In 2018, following the disposal in February 2018 of the 40% stake of Belron to CD&R, the cumulative amount of hedging reserve has been recycled to profit or loss (non-cash income of EUR 0.4 million – see note 16).
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of financial instruments that hedge the Group's net investment in a foreign subsidiary.
In 2018, following the disposal in February 2018 of the 40% stake of Belron to CD&R, the cumulative amount of foreign exchange difference held in translation reserve has been recycled to profit or loss (non-cash charge of EUR -32.0 million – see note 16).
Registered shares not fully paid-up may not be transferred except by virtue of a special authorisation from the Board of Directors for each assignment and in favour of an assignee appointed by the Board (art. 7 of the Articles). Participating shares may not be transferred except by the agreement of a majority of members of the Board of Directors, in which case they must be transferred to an assignee appointed by said members (art. 8 of the Articles).
The Group's objectives when managing capital are to safeguard each of its activities ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors the capital adequacy at the level of each of its activities through a set of ratios relevant to their specific business. In order to maintain or adjust the capital structure, each activity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt, taking into account the existence of non-controlling shareholders.
The controlling shareholders are listed here below:
| Shareholders with controlling interest according to the | Capital | Participating | Total voting | |||
|---|---|---|---|---|---|---|
| declaration of transparency dated 2 November 2011, and to | shares | shares | rights | |||
| further communications to the company (of which the latest on 24 July 2018). |
Number | % | Number | % | Number | % |
| s.a. de Participations et de Gestion, Brussels | 12,117,954 | 21.91% | - | - | 12,117,954 | 20.10% |
| Reptid Commercial Corporation, Dover, Delaware | 1,974,500 | 3.57% | - | - | 1,974,500 | 3.27% |
| Mrs Catheline Périer-D'Ieteren | - | - | 1,250,000 | 25.00% | 1,250,000 | 2.07% |
| Mr Olivier Périer | 10,000 | 0.02% | - | - | 10,000 | 0.02% |
| The four abovementioned shareholders (collectively "SPDG Group") are associated. |
14,102,454 | 25.50% | 1,250,000 | 25.00% | 15,352,454 | 25.46% |
| Nayarit Participations s.c.a., Brussels | 17,217,830 | 31.13% | - | - | 17,217,830 | 28.55% |
| Mr Roland D'Ieteren | 466,190 | 0.84% | 3,750,000 | 75.00% | 4,216,190 | 6.99% |
| Mr Nicolas D'Ieteren | 10,000 | 0.02% | - | - | 10,000 | 0.02% |
| The three abovementioned shareholders (collectively "Nayarit Group") are associated. |
17,694,020 | 31.99% | 3,750,000 | 75.00% | 21,444,020 | 35.56% |
| The shareholders referred to as SPDG Group and Nayarit Group act in concert. |
The Board of Directors proposed the distribution of a gross dividend amounting to EUR 1.00 per share (2018: an ordinary dividend of EUR 1.00 per share; 2017: an ordinary dividend of EUR 0.95 per share and an extraordinary dividend of EUR 2.85 per share), or EUR 54.7 million in aggregate (2017: EUR 208.4 million).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Liabilities for post-retirement benefit schemes are analysed in note 8. The other provisions, either current or non-current, are analysed below.
The major classes of provisions are the following ones:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Non-current provisions | ||||||||
| Dealer-related | 3.8 | - | - | 3.8 | 5.2 | - | - | 5.2 |
| Warranty | - | - | - | - | 4.5 | - | - | 4.5 |
| Other non-current items | 6.6 | 4.1 | 0.4 | 11.1 | 6.1 | 2.5 | 0.6 | 9.2 |
| Subtotal | 10.4 | 4.1 | 0.4 | 14.9 | 15.8 | 2.5 | 0.6 | 18.9 |
| Current provisions | ||||||||
| Other current items | - | 2.2 | - | 2.2 | - | 1.8 | - | 1.8 |
| Subtotal | - | 2.2 | - | 2.2 | - | 1.8 | - | 1.8 |
| Total provisions | 10.4 | 6.3 | 0.4 | 17.1 | 15.8 | 4.3 | 0.6 | 20.7 |
(1) As restated to reflect the operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments
The changes in provisions are set out below for the year ended 31 December 2018:
| EUR million | Dealer- | Warranty | Other | Other | Total |
|---|---|---|---|---|---|
| related | non-current | current | |||
| items | items | ||||
| At 1 January 2018 | 5.2 | 4.5 | 9.2 | 1.8 | 20.7 |
| Charged in the year | 0.4 | 0.2 | 2.4 | - | 3.0 |
| Utilised in the year | -1.5 | - | -0.4 | - | -1.9 |
| Reversed in the year | -0.3 | -4.7 | - | - | -5.0 |
| Transferred during the year | - | - | -0.4 | 0.4 | - |
| Items acquired through business combination | - | - | 0.2 | - | 0.2 |
| Translation differences | - | - | 0.1 | - | 0.1 |
| At 31 December 2018 | 3.8 | - | 11.1 | 2.2 | 17.1 |
The timing of the outflows being largely uncertain, most of the provisions are considered as non-current items. The non-current provisions are not discounted since the impact is not considered material to the Group. Current provisions are expected to be settled within 12 months.
In the D'Ieteren Auto segment, the dealer-related provisions arise from the ongoing improvement of the distribution networks.
Other non-current provisions also comprise:
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Loans and borrowings are presented as follows:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Non-current loans and borrowings | ||||||||
| Obligations under finance leases | 0.6 | - | - | 0.6 | 0.7 | - | - | 0.7 |
| Bank and other loans | 0.1 | 114.8 | 0.8 | 115.7 | - | 130.5 | 0.8 | 131.3 |
| Inter-segment loan | - | 155.9 | -155.9 | - | - | 152.0 | -152.0 | - |
| Subtotal non-current loans and borrowings | 0.7 | 270.7 | -155.1 | 116.3 | 0.7 | 282.5 | -151.2 | 132.0 |
| Current loans and borrowings | ||||||||
| Obligations under finance leases | 0.1 | - | - | 0.1 | 0.1 | - | - | 0.1 |
| Bank and other loans | 2.1 | 37.1 | 0.1 | 39.3 | 0.4 | 31.9 | 0.1 | 32.4 |
| Subtotal current loans and borrowings | 2.2 | 37.1 | 0.1 | 39.4 | 0.5 | 31.9 | 0.1 | 32.5 |
| TOTAL LOANS AND BORROWINGS | 2.9 | 307.8 | -155.0 | 155.7 | 1.2 | 314.4 | -151.1 | 164.5 |
(1) As restated to reflect the operating segments of the Group – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments.
Obligations under finance leases are analysed below:
| EUR million | 2018 | 2017 | |||
|---|---|---|---|---|---|
| Minimum lease |
Present value of minimum |
Minimum lease |
Present value of minimum |
||
| payments | lease payments | payments | lease payments | ||
| Within one year | 0.1 | 0.1 | 0.1 | 0.1 | |
| Between one and five years | 0.6 | 0.6 | 0.7 | 0.7 | |
| Subtotal | 0.7 | 0.7 | 0.8 | 0.8 | |
| Present value of finance lease obligations | 0.7 | - | 0.8 | - |
In 2018, in the D'Ieteren Auto segment, bank and other loans include bank overdrafts of EUR 2.0 million.
In both periods, the non-current inter-segment loans comprise amounts lent by the segment "Other" to the Moleskine segment (nonrecourse loan in the framework of the acquisition), at arm's length conditions.
Non-current loans and borrowings are due for settlement after more than one year, in accordance with the maturity profile set out below:
| EUR million | 2018 | 2017 |
|---|---|---|
| Between one and five years | 115.8 | 132.0 |
| After more than five years | 0.5 | - |
| Non-current loans and borrowings | 116.3 | 132.0 |
The exposure of the Group's loans and borrowings to interest rate changes and the repricing dates (before the effect of the debt derivatives) at the balance sheet date is as follows:
| EUR million | 2018 | 2017 |
|---|---|---|
| Less than one year | 39.4 | 32.5 |
| Between one and five years | 115.8 | 132.0 |
| After more than five years | 0.5 | - |
| Loans and borrowings | 155.7 | 164.5 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The interest rate and currency profiles of loans and borrowings are as follows (including the effects of debt derivatives):
| EUR million | 2018 2017 |
|||||
|---|---|---|---|---|---|---|
| Currency | Fixed | Floating | Total | Fixed | Floating | Total |
| rate | rate | rate | rate | |||
| EUR | 3.8 | 150.2 | 154.0 | 2.1 | 162.4 | 164.5 |
| HKD | - | 1.7 | 1.7 | - | - | - |
| Total | 3.8 | 151.9 | 155.7 | 2.1 | 162.4 | 164.5 |
EUR borrowings are stated after deduction of deferred financing costs of EUR 1.1 million (2017: EUR 2.1 million).
The floating rate borrowings bear interest at various rates set with reference to the prevailing EURIBOR or equivalent. The range of interest rates applicable for fixed rate borrowings outstanding is as follows:
| 2018 | 2017 | |||
|---|---|---|---|---|
| Currency | Min. | Max. | Min. | Max. |
| EUR | 0.6% | 3.0% | 0.6% | 3.0% |
| HKD | 1.5% | 3.6% | - | - |
The fair value of loans and borrowings (both current and non-current) approximates their carrying amount. Certain of the borrowings in the Group have covenants attached. At year-end, there is no breach of covenants.
The table below provides information about the changes in liabilities arising from financing activities:
| At 1 | Cash | Non-cash movements | Sub- | Reclassi- | At 31 | ||||
|---|---|---|---|---|---|---|---|---|---|
| EUR million | January | flows | Acqui- | Conversion | Tans- | Other | total | fication to | December |
| 2018 | sition | difference | fer | held-for-sale | 2018 | ||||
| Long-term loans and borrowings | 131.3 | -0.1 | - | - | -16.5 | 1.0 | 115.7 | - | 115.7 |
| Short-term loans and borrowings | 32.4 | -25.5 | - | - | 16.5 | 15.9 | 39.3 | - | 39.3 |
| Lease liabilities | 0.8 | -0.1 | - | - | - | - | 0.7 | - | 0.7 |
| Total liabilities arising from financing activities |
164.5 | -25.7 | - | - | - | 16.9 | 155.7 | - | 155.7 |
| At 1 | Cash | Non-cash movements | Sub- | Reclassi- | At 31 | ||||
|---|---|---|---|---|---|---|---|---|---|
| EUR million | January | flows | Acqui- | Conversion | Tans- | Other | total | fication to | December |
| 2017 | sition | difference | fer | held-for-sale | 2017 | ||||
| Long-term loans and borrowings | 717.3 | 817.9 | - | -78.3 | -45.9 | -10.1 | 1,400.9 | -1,269.6 | 131.3 |
| Short-term loans and borrowings | 327.1 | -324.4 | - | -5.9 | 45.9 | - | 42.7 | -10.3 | 32.4 |
| Lease liabilities | 74.5 | -37.5 | 40.8 | -8.8 | - | - | 69.0 | -68.2 | 0.8 |
| Total liabilities arising from financing activities |
1,118.9 | 456.0 | 40.8 | -93.0 | - | -10.1 | 1,512.6 | -1,348.1 | 164.5 |
In both periods, other movements include, among other amounts, the amortization of deferred financing costs and impacts of business combinations performed by the D'Ieteren Auto segment
In the prior period, the acquisitions included the new finance leases assumed by the Belron segment.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Other non-current payables are other creditors (2018: EUR 1.6 million; 2017: EUR 1.5 million), payable after more than 12 months. The carrying value of other non-current payables approximates their fair value.
Trade and other payables are described below:
| EUR million | 2018 | 2017 (1) | ||||||
|---|---|---|---|---|---|---|---|---|
| D'Ieteren | Moleskine | Other | Group | D'Ieteren | Moleskine | Other | Group | |
| Auto | Auto | |||||||
| Trade payables | 242.4 | 34.8 | 2.1 | 279.3 | 238.8 | 28.8 | 2.2 | 269.8 |
| Accrued charges and deferred income | 34.1 | 0.8 | 0.8 | 35.7 | 34.2 | 0.3 | 1.2 | 35.7 |
| Non-income taxes | 0.7 | 1.2 | - | 1.9 | -2.7 | 0.8 | - | -1.9 |
| Other current creditors | 90.6 | 5.2 | 1.1 | 96.9 | 66.7 | 4.4 | 1.3 | 72.4 |
| Trade and other payables | 367.8 | 42.0 | 4.0 | 413.8 | 337.0 | 34.3 | 4.7 | 376.0 |
(1) As restated to reflect the operating segments of the Group and to present the trade payables in the D'Ieteren Auto segment gross from trade credit notes to be issued – see notes 1 and 2 for more information on the restatement of comparative information and explanations of the reportable segments.
Trade and other current payables are expected to be settled within 12 months. The carrying value of trade and other current payables approximates their fair value.
During the period, the D'Ieteren Auto segment made the following acquisitions:
The additional revenue and result arising subsequent to these acquisitions are not considered material to the Group and accordingly are not disclosed separately.
| Section 1 Section 2 |
Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|
| Declaration by 2018 Responsible Persons Full-Year Results |
Consolidated Financial Statements 2018 |
Summarised Statutory Financial Statements 2018 |
Corporate Governance Statement |
Disclosure of non-financial information |
Share Information |
The details of the net assets acquired, goodwill and consideration of the acquisitions performed by the D'Ieteren Auto segment are set out below:
| EUR million | Total provisional fair value (1) |
|---|---|
| Property, plant & equipment | 5.8 |
| Inventories | 14.9 |
| Current tax assets | 0.1 |
| Trade and other receivables | 7.9 |
| Cash & cash equivalents | 4.3 |
| Provisions | -0.2 |
| Loans & borrowings | -2.6 |
| Loans & borrowings ST | -13.0 |
| Current tax liabilities | -0.1 |
| Trade & other payables | -4.1 |
| Net assets acquired | 13.0 |
| Non-controlling interests | |
| Goodwill (see note 10) | 6.3 |
| TOTAL IDENTIFIABLE NET ASSETS ACQUIRED AND LIABILITIES ASSUMED, INCLUDING GOODWILL | 19.3 |
| Consideration satisfied by: | |
| Cash payment | 19.3 |
| TOTAL CONSIDERATION | 19.3 |
(1) The fair values have been measured on a provisional basis (for some acquisitions). If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition, then the accounting for the acquisition will be revised.
The goodwill recognised above reflects the expected synergies and other benefits resulting from the combination of the acquired activities with those of the D'Ieteren Auto segment. As permitted by IFRS 3 "Business Combinations" (maximum period of 12 months to finalize the acquisition accounting), the above provisional allocation will be reviewed and if necessary reallocated to brands and intangible assets.
Until the closing of the Transaction (see note 1), the Group was committed to acquiring the non-controlling interests owned by third parties in Belron (5.15%), should these third parties have wished to exercise their put options. The exercise price of such options granted to non-controlling interests was reflected as a financial liability in the consolidated statement of financial position.
At 31 December 2017, the exercise price of all options granted to non-controlling interests (put options with related call options, exercisable until 2024) amounted to its fair value of EUR 80.9 million, based on the transaction price agreed between the Company and Clayton, Dubilier & Rice ("CD&R") regarding the acquisition by CD&R of a 40% stake in Belron (see notes 1 and 16). This amount has been derecognised in 2018 at the date of the Transaction (see notes 1 and 16).
For put options granted to non-controlling interests (4.15%) prior to 1 January 2010, the difference between the exercise price of the options and the carrying value of the non-controlling interest (EUR 7.0 million at 31 December 2017) was presented as additional goodwill (EUR 58.2 million at 31 December 2017). For put options granted to non-controlling interests (1.0%) as from 1 January 2010, the remeasurement at 31 December 2017 of the financial liability resulting from these options amounted to EUR 1.7 million and was recognised in the consolidated statement of profit or loss (net finance costs - see note 5).
A new shareholders' agreement was signed in May 2018 between the Group and the family holding company of the Belron's CEO, including put options (with related call options) related to the interest held by the family holding company of the Belron's CEO. Based on IFRS requirements, the (financial) obligation to buy the equity instruments in an equity-accounted investee does not give rise to a financial liability in the consolidated statement of financial position (because equity-accounted investees are not part of the Group). This contract is a derivative that is in the scope of IFRS 9 "Financial Instruments", measured at fair value through profit or loss and categorised within the fair value hierarchy as level 3. The fair value of this derivative amounts approximatively to nil as at 31 December 2018; the value of the Belron's share based on the put formula being very close to the recent fair market value of Belron (based on the transaction with CD&R).
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The full list of companies concerned by articles 114 and 165 of the Royal Decree of 30 January 2001 implementing the Company Code will be lodged with the Central Balance Sheet department of the National Bank of Belgium. It is also available on request from the Company head office (see note 1). The main subsidiaries, associates and joint ventures of the Company are listed below:
| Name | Country of incorporation | % of share capital owned at 31 December 2018 |
% of share capital owned at 31 December 2017 |
|---|---|---|---|
| D'Ieteren Auto | |||
| s.a. D'Ieteren Sport n.v. | Belgium | 100% | 100% |
| s.a. D'Ieteren Services n.v. | Belgium | 100% | 100% |
| s.a. D'Ieteren Treasury n.v. | Belgium | 100% | 100% |
| Dicobel s.a. | Belgium | 100% | 100% |
| PC Paal - Beringen n.v. | Belgium | 100% | 100% |
| Kronos Automobiles s.a. | Belgium | 100% | 100% |
| PC Liège s.a. | Belgium | 100% | 100% |
| s.a. Wondercar n.v. | Belgium | 100% | 100% |
| Auto Center Kontich b.v.b.a. | Belgium | 100% | 100% |
| Auto Center Mechelen 2 b.v.b.a. | Belgium | 100% | 100% |
| PC Mechelen n.v. | Belgium | 100% | 100% |
| Automobiel Center Puurs n.v. | Belgium | 100% | 100% |
| Autonatie n.v. | Belgium | 100% | 100% |
| Geel Automotive n.v. | Belgium | - | 100% |
| Overijse Automotive n.v. | Belgium | 100% | 100% |
| Y&N Claessens b.v.b.a. | Belgium | 100% | 100% |
| Garage Rietje n.v. | Belgium | 100% | - |
| Rietje Waasland n.v. | Belgium | 100% | - |
| Carrosserie Rietje n.v. | Belgium | 100% | - |
| Garage Clissen n.v. | Belgium | 100% | - |
| Garage Bruynseels n.v. | Belgium | 100% | - |
| Carrosserie Bruynseels n.v. | Belgium | 100% | - |
| Sopadis Knokke n.v. | Belgium | 100% | 100% |
| Lab Box s.a. | Belgium | 100% | 100% |
| Poppy Mobility n.v. | Belgium | 100% | - |
| Volkswagen D'Ieteren Finance n.v. | Belgium | 50% | 50% |
| D'Ieteren Vehicle Trading b.v. | Belgium | - | 49% |
| Belron | |||
| Belron Group s.a. | Luxemburg | 54.10% | 94.85% |
| Moleskine | |||
| Moleskine SpA | Italy | 100% | 100% |
| Other | |||
| s.a. D'Ieteren Immo n.v. | Belgium | 100% | 100% |
| D'IM s.a. | Luxemburg | 100% | 100% |
| s.a. Immobilière Dumont n.v. | Belgium | 100% | - |
| D'Ieteren Vehicle Glass s.a. | Luxemburg | 100% | 100% |
The Group's average stake (used for the income statement) in Belron equalled 57.78% in 2018. This stake equalled 94.85% between 1 January and 7 February and declined to 54.85% following the transaction with CD&R on 7 February. On 15 June, Belron implemented an equity-based Management Reward Plan (MRP) which led to a reduction of group's stake to 54.11%. The stake equalled 54.10% at the end of 2018, following the entry of new MRP participants on 6 November 2018.
The main entities accounted for using the equity method are the joint venture Belron Group s.a. and Volkswagen D'Ieteren Finance s.a. See note 15 for adequate disclosures.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| EUR million | 2018 | 2017 |
|---|---|---|
| Commitments to acquisition of non-current assets | 8.6 | 1.2 |
| Other important commitments: | ||
| Commitments given | 6.5 | 23.6 |
| Commitments received | 24.2 | 24.2 |
In 2018 and in 2017, the commitments to acquisition of non-current assets mainly concern intangible assets and property, plant and equipment in the segment "Other".
The Group is a lessee in a number of operating leases (mainly buildings, stores, non-fleet vehicles and items of property, plant and equipment). The related future minimum lease payments under non-cancellable operating leases, per maturity, are as follows:
| EUR million | 2018 | 2017 |
|---|---|---|
| Within one year | 9.2 | 9.1 |
| Later than one year and less than five years | 25.0 | 25.1 |
| After five years | 6.0 | 7.8 |
| Total | 40.2 | 42.0 |
The Group also acts as a lessor in a number of operating leases, normally when the Group has been unable to extricate itself from a head lease when the use of that head lease is no longer required. The related future minimum lease payments under non-cancellable operating leases, per maturity, are as follows:
| EUR million | 2018 | 2017 | ||||
|---|---|---|---|---|---|---|
| Investment property |
Other property, plant and equipment |
Total | Investment property |
Other property, plant and equipment |
Total | |
| Within one year | 0.9 | - | 0.9 | 1.1 | - | 1.1 |
| Later than one year and less than five years | 2.8 | - | 2.8 | 3.7 | - | 3.7 |
| After five years | 0.8 | - | 0.8 | 1.5 | - | 1.5 |
| Total | 4.5 | - | 4.5 | 6.3 | - | 6.3 |
At each year end, the Group also has various other prepaid operating lease commitments in relation to vehicles sold under buy-back agreements, included in deferred income in note 23.
The revenue, expenses, rights and obligations arising from leasing arrangements regarding investment property are not considered material to the Group, and accordingly a general description of these leasing arrangements is not disclosed.
D'Ieteren I Financial and directors' report 2018 I 69
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| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
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| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Monthly income statements of foreign operations are translated at the relevant rate of exchange for that month. Except for the statement of financial position which is translated at the closing rate, each line item in these consolidated financial statements represents a weighted average rate.
The main exchange rates used for the translations were as follows:
| Number of euros for one unit of foreign currency | 2018 | 2017 |
|---|---|---|
| Closing rate | ||
| AUD | - | 0.65 |
| BRL | - | 0.25 |
| CAD | 0.64 | 0.66 |
| GBP | 1.12 | 1.13 |
| USD | 0.87 | 0.83 |
| HKD | 0.11 | 0.11 |
| CNY | 0.13 | 0.13 |
| JPY | 0.01 | 0.01 |
| SGD | 0.64 | 0.62 |
| Average rate (1) | ||
| AUD | - | 0.68 |
| BRL | - | 0.27 |
| CAD | 0.65 | 0.68 |
| GBP | 1.13 | 1.14 |
| USD | 0.85 | 0.88 |
| HKD | 0.11 | 0.11 |
| CNY | 0.13 | 0.13 |
| JPY | 0.01 | 0.01 |
| SGD | 0.63 | 0.64 |
(1) Effective average rate for the profit or loss attributable to equity holders.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The external audit is conducted by KPMG Réviseurs d'Entreprises, represented by Alexis Palm, whose audit mandate expires at the General Meeting of 2020.
| EUR million | 2018 | 2017 |
|---|---|---|
| Audit services | 3.0 | 3.0 |
| KPMG Belgium | 0.6 | 0.5 |
| Other offices in the KPMG network | 2.4 | 2.5 |
| Non-audit services | 1.2 | 1.3 |
| KPMG Belgium | 0.2 | 0.3 |
| Other offices in the KPMG network | 1.0 | 1.0 |
| Services provided by the Statutory Auditor | 4.2 | 4.3 |
Based on total audit fees of EUR 3.0 million, fees for non-audit services as a percentage of total fees amount to 40%, which is less than 70%.
No significant transactions out of the ordinary course of business occurred between the closing date and the date these consolidated financial statements were authorised for issue.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
These 2018 consolidated financial statements are for the 12 months ended 31 December 2018. They are presented in euro, which is the Group's functional currency. All amounts have been rounded to the nearest million, unless otherwise indicated. They have been prepared in accordance with the International Financial Reporting Standards ("IFRS") and the related International Financial Reporting Interpretations Committee ("IFRIC") interpretations issued which have been adopted by the European Union ("EU") as at 31 December 2018 and are effective for the period ending 31 December 2018.
These consolidated financial statements have been prepared under the historical cost convention, except for money market assets (shortterm securities of monetary instruments) classified within cash and cash equivalents, employee benefits, non-current assets and liabilities held for sale, business combination and financial assets and financial liabilities (including derivative instruments) that have been measured at fair value.
These consolidated financial statements are prepared on the assumption that the Group is a going concern and will continue in operation for the foreseeable future.
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates. If in the future such estimates and assumptions, which are based on management's best judgement at the date of the financial statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change or prospectively. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are mainly the measurement of defined benefit obligations (key actuarial assumptions), the recognition of deferred tax assets (availability of future taxable profit against which carryforward tax losses can be used), goodwill and brands with indefinite useful lives, the impairment test (key assumptions underlying recoverable amounts), the recognition and measurement of provisions and contingencies (key assumptions about the likelihood and magnitude of an outflow of resources) the allowance for doubtful trade receivables (management's best estimate of losses on trade receivables), provision for inventory obsolescence and the acquisition of subsidiary (fair value of the consideration transferred and of the assets acquired and liabilities assumed). They are also disclosed in the relevant notes.
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Further information is included in the relevant notes. The main areas are share-based payments (see note 7), investment properties (see note 13), financial instruments (see note 17) and business combinations (see note 24). When measuring the fair value of an asset or a liability, the Group used observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques.
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
The new standards and amendments to standards that are mandatory for the first time for the Group's accounting period beginning on 1 January 2018 are listed below and have no significant impact on the Group's consolidated financial statements.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The standards, amendments and interpretations to existing standards issued by the IASB but not yet effective in 2018 have not been early adopted by the Group. They are listed below.
Except from IFRS 16 "Leases", the above standards, amendments and interpretations have no significant impact on the Group's consolidated financial statements.
The Group will adopt IFRS 16 "Leases" from 1 January 2019. The Group has assessed the estimated impact that the initial application of IFRS 16 will have on its consolidated financial statements, as described below. The actual impacts of adopting the standard may change, because the Group has not finalized the testing and assessment of control over its new IT systems, and because the new accounting policies are subject to change until the Group presents its first financial statements that include the date of initial application. In addition, the assessment relies on the use of discount rates (either the rate implicit in the contract, if easily determinable, or the incremental borrowing rate that would have been made available for the financing of similar items) which are likely to be revised.
IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are recognition exemptions for short-term leases and leases of low-value items (which have not been applied by the Group). Lessor accounting remains similar to the current standard – lessors continue to classify leases as finance or operating leases.
The most significant impact identified in relation to the adoption of IFRS 16 is that the Group will recognize new assets and liabilities for its operating leases. In addition, the nature of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities. Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised.
No significant impact is expected for the Group's finance leases.
In the Moleskine segment, the Group will recognize new assets and liabilities for its operating leases of retail stores and offices. The Group has further analysed the impact linked to IFRS 16 adoption. The additional right-of-use assets and related liabilities that would have been recognized as of 1 January 2019 amounts to ca. EUR 36 million. Depreciation costs and interest costs that would have been recorded in the statement of profit or loss of the year 2018 amounts to ca. EUR 6.7 million and EUR 0.6 million, respectively, with a related favourable impact on EBITDA.
In the Belron segment, the new standard will primarily affect the accounting for the operating leases (mainly building rentals). Based on the latest simulation available, the additional right-of-use assets that would have been recognised as of 1 January 2019 is estimated at EUR 648 million, with corresponding lease liabilities of EUR 665 million. The current operating costs of ca. EUR 176 million would be splitted between depreciation costs for ca. EUR 150 million and interest costs for ca. EUR 26 million, with a related favourable impact on EBITDA. The implementation of IFRS 16 at the level of Belron will however have limited impact on D'Ieteren Group's statement of financial position since Belron is an equity accounted investee.
The Group does not expect the adoption of IFRS 16 to impact its ability to comply with the terms of the loan facilities currently in place, as the covenants over these facilities require reporting under IAS 17.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The real estate activity of the Group included in the operating segment "Other" mostly consists in renting buildings and office spaces to actors of the D'Ieteren Auto segment. The existing contracts in which the Group is a lessee consist in a limited number of lease agreements whereby the Group rents lands and buildings to exercise its activity. Based on the information available and existing assessment, the Group anticipates that the additional right-of-use assets and lease liabilities that would be recognized as of 1 January 2019 under IFRS 16 amounts to ca. EUR 7 million, whereas the impact on depreciation and interest expense in the income statement is not significant to the Group.
No significant impact is expected in the D'Ieteren Auto segment.
The Group will adopt IFRS 16 as of 1 January 2019 using the modified retrospective approach across all its operating segments. The cumulative effect of adopting IFRS 16 will be recognized as an adjustment to the opening balance of retained earnings at 1 January 2019, with no restatement of comparative information. The magnitude of the adjustment to the opening balance of retained earnings (or other components of equity, as appropriate) at 1 January 2019 is currently estimated at ca. EUR 19 million expense (considering Belron at 100%). The Group plans to apply the practical expedient to grandfather the definition of a lease on transition. This means that it will apply IFRS 16 to all contracts entered into before 1 January 2019 and identified as leases in accordance with IAS 17 and IFRIC 4. No other practical expedient is likely to be applied.
Subsidiaries, which are those entities in which the Group has, directly or indirectly, an interest of more than half of the voting rights or otherwise has the power to exercise control over the operations, are consolidated. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date that control is transferred to the Group, and are no longer consolidated from the date that control ceases. All inter-company transactions, balances and unrealised gains and losses on transactions between group companies are eliminated upon consolidation.
Transactions with non-controlling interest that do not result in loss of control are accounted for as equity transactions. The difference between fair value of any consideration paid and the relevant share acquired in their interests in the subsidiary's equity is recorded in equity. Gains or losses on disposals to non-controlling interest (that do not result in loss of control) are also recorded in equity.
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date where control is lost, with the change in carrying amount recognised in profit or loss as part of the gain or loss recognized upon loss of control. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income are reclassified to profit or loss if required by IFRS standards.
Associates are all entities over which the Group has significant influence but not control or joint control, over the financial and operating policies. Investments in associates are accounted for using the equity method. The investment is initially recognised at cost (including transaction costs), and the carrying amount is increased or decreased to recognise the investor's share of the profit or loss of the investee after the date of acquisition, until the date on which significant influence or joint control ceases. The Group's investment in associates includes goodwill identified on acquisition.
The Group's share of profit from the associate represents the Group's share of the associate's profit after tax. Profits and losses resulting from transactions between the Group and its associate are eliminated to the extent of the Group's interest in the associate. Unrealised gains on transactions between the Group and its associate are also eliminated based on the same principle; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Equity accounting is discontinued when the carrying amount of the investment in an associate reaches zero, unless the Group has incurred obligations or guaranteed obligations in respect of the associate.
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities. Interests in joint ventures are recognised using the equity method. The above principles regarding associates are also applicable to joint ventures.
The Group determines at each reporting date whether there is any objective evidence that the investment in the equity-accounted investee is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate or joint venture and its carrying value and recognises the amount adjacent to "share of result of equity-accounted investees, net of income tax" in the income statement.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Group consolidation is prepared in euro. Income statements of foreign operations are translated into euro at the weighted average exchange rates for the period and statements of financial positions are translated into euro at the exchange rate at the reporting date (except for each component of equity, translated once at the exchange rates at the dates of the relevant transactions). Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as local currency assets and liabilities of the foreign entity and are translated at the closing rate. The translation reserve, which is recorded in other comprehensive income (except to the extent that the translation difference is allocated to NCI) includes both the difference generated by translating income statement items at a different exchange rate from the period-end rate and the differences generated by translating opening shareholders' equity amounts at a different exchange rate from the period-end rate.
Foreign currency transactions are accounted for at the exchange rate prevailing at the date of the transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised within the income statement. Exchange movements arising from the retranslation at closing rates of the Group's net investment in subsidiaries, joint ventures and associates are taken to the translation reserve component in other comprehensive income. The Group's net investment includes the Group's share of net assets of subsidiaries, joint ventures and associates, and certain intercompany loans. The net investment definition includes loans between "sister" companies and certain inter-company items denominated in any currency. Other exchange movements are taken to the income statement.
Where the Group hedges net investments in foreign operations, the gains and losses relating to the effective portion of the hedging instrument are recognised in the translation reserve in other comprehensive income. The gain or loss relating to any ineffective portion is recognised in the income statement. Gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
For each business combination, the Group measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. The consideration transferred does not include amounts related to the settlement of preexisting relationships. Such amounts are generally recognised in profit or loss. The excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net recognised amount (generally at fair value) of the identifiable assets acquired and liabilities assumed constitutes goodwill, and is recognised as an asset. In case this excess is negative, it is recognised immediately in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss. Acquisition-related costs, other than those associated with the issue of debt or equity securities that the Group incurs in connection with a business combination, are expensed as incurred.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGU's or groups of CGU's that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level for business combinations and transactions performed by the Company.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is not subsequently reversed.
An item of intangible assets is valued at its cost less any accumulated amortisation and any accumulated impairment losses. Customer contracts and brands acquired in a business combination are recognised at fair value at the acquisition date. Generally, costs associated with developing or maintaining computer software programmes are recognised as an expense as incurred. However, costs that are directly associated with identifiable and unique software products controlled by the Group which have probable economic benefits exceeding the cost beyond one year are recognised as intangible assets.
The amortisation method used reflects the pattern in which the assets' future economic benefits are expected to be consumed. Intangible assets with a finite useful life are generally amortised over their useful life on a straight-line basis. The estimated useful lives are between 2 and 10 years.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Brands for which there is a limit to the period over which these assets are expected to generate cash inflows will be amortised on a straight-line basis over their remaining useful lives which are estimated to be up to 5 years. Amortisation periods are reassessed annually.
Brands that have indefinite useful lives are those, thanks to the marketing spend, the advertising made and the absence of factors that could cause their obsolescence, where there is no foreseeable limit to the period over which these assets are expected to generate net cash inflows for the Group. They are therefore not amortised but tested for impairment annually.
For any intangible asset with a finite or indefinite useful life, where an indication of impairment exists, its carrying amount is assessed and written down immediately to its recoverable amount. Impairment losses are recognised in the consolidated income statement.
Expenditure on internally generated intangible assets which does not meet the capitalization conditions under IFRS is recognised in the consolidated income statement as an expense as incurred. Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.
Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then, to reduce the carrying amount of the other assets in the unit, on a pro rata basis.
Expenditure on research (or on the research phase of an internal project) is recognised as an expense when it is incurred. An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following are demonstrated:
An item of property, plant and equipment is initially measured at cost. This cost comprises its purchase price (including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates), plus any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating. If applicable, the initial estimate of the cost of dismantling and removing the item and restoring the site is also included in the cost of the item. After initial recognition, the item is carried at its cost less any accumulated depreciation and any accumulated impairment losses. The cost of self-constructed assets includes the cost of materials, direct labour, the initial estimate, where relevant, of the costs of dismantling and removing the items and restoring the site on which they are located, and an appropriate proportion of production overheads. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
The depreciable amount of the item is allocated according to the straight-line method over its useful life. Land is not depreciated. The main depreciation periods are the following:
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the items will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Assets leased out under operating leases in which a significant portion of the risks and rewards of ownership are retained by the lessor (other than vehicles sold under buy-back agreements) are included in property, plant and equipment in the statement of financial position. They are depreciated over their expected useful lives. Rental income is recognised on a straight-line basis over the lease term.
Lease payments under operating leases are recognised as expenses in the income statement on a straight-line basis over the lease term. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
Leases of property, plant and equipment for which substantially all the risks and rewards of ownership are transferred to the Group are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and the finance charge so as to achieve a constant rate of return on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is charged to the income statement over the lease period. The leased assets are depreciated over their expected useful lives on a basis consistent with similar owned property, plant and equipment.
If there is no reasonable certainty that ownership will be acquired by the end of the lease term, the asset is depreciated over the shorter of the lease term and its useful life.
Vehicles sold under buy-back agreements are accounted for as operating leases (lessor accounting), and are presented in the statement of financial position under inventories. The difference between the sale price and the repurchase price (buy-back obligation) is considered as deferred income, while buy-back obligations are recognised in trade payables. The deferred income is recognised as revenue on a straightline basis over the relevant vehicle holding period.
Investment properties are measured at cost less accumulated depreciation and accumulated impairment losses. These items are amortised over their useful life on a straight-line basis method. The estimated useful lives are between 40 and 50 years.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Items that are not interchangeable, like new vehicles and second-hand vehicles, are valued using specific identification of their individual costs. Other items are valued using the first in, first out or weighted average cost formula. When inventories are sold, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. Losses and write-downs of inventories are recognised in the period in which they occur. Reversal of a write-down is recognised as a credit to cost of sales in the period in which the reversal occurs.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effect(s).
Where the Company (or its subsidiaries) reacquires its own equity instruments, those instruments are deducted from equity as treasury shares. Where such equity instruments are subsequently sold, any consideration received is recognised in equity.
Dividends to holders of equity instruments proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date; it is presented in equity.
A provision is recognised when:
If these conditions are not met, no provision is recognised. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money.
A provision for warranties is recognised when the underlying products or services are sold, based on historical warranty data and a weighting of possible outcomes against their associated probabilities.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
The Group has various defined benefit pension plans and defined contribution pension plans. Most of these plans are funded schemes, i.e. they are financed through a pension fund or an external insurance policy. The minimum funding level of these schemes is defined by national rules (see note 8).
Obligations for contributions to defined contribution pension plans are charged as an expense as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
The Group's commitments under defined benefit pension plans, and the related costs, are valued using the "projected unit credit method", with independent actuaries carrying out the valuations at least on a yearly basis. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation. Actuarial gains and losses are recognised in full in the period in which they occur. They are recognised in other comprehensive income. Past service cost is recognised as an expense at the earlier of the following dates: a) when the plan amendment or curtailment occurs; b) and when the entity recognizes related restructuring costs or termination benefits.
The long-term employee benefit obligation recognised in the statement of financial position represents the present value of the defined benefit obligations as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to the present value of any refunds and reductions in future contributions to the plan.
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits as it is demonstrably committed to a termination when the entity has a detailed formal plan to terminate the employment of current employees without possibility of withdrawal. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.
The group recognises a provision for long-term incentives where they are contractually obliged or where there is a past practice that has created a constructive obligation. This provision is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.
The Group initially recognises loans and receivables and debt securities issued on the date when they are originated. All other financial assets and liabilities are initially recognised when the entity becomes a party to the contractual provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
The Group classifies its financial assets in the following categories: at fair value through profit or loss, held-to-maturity investments, loans and receivables, and available for sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
(a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as non-current.
These assets are initially recognised at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group's loans and receivables comprise 'trade and other receivables', 'cash and cash equivalents' and 'other financial assets' in the statement of financial position.
(d) Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of it within 12 months of the end of the reporting period.
Measurement of financial instruments:
The Group classifies its financial assets in the following categories on initial recognition: at amortised cost; at fair value through other comprehensive income (FVOCI) – debt; at FVOCI – equity investment; or fair value through profit or loss (FVTPL). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
The Group assesses the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basis lending risks and costs, as well as profit margin.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL, including all derivative financial assets.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Subsequent measurement of financial assets:
Cash comprises cash on hand and demand deposits, excluding any blocked or restricted cash held by the Group. Cash equivalents are short-term (maximum 3 months), highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents are classified and measured at amortised cost.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as heldfor-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
Derivatives are used as hedges in the financing and financial risk management of the Group.
The Group's activities expose it to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses foreign exchange forward contracts, interest rate swaps, cross currency interest rate swaps, and options to hedge these exposures. The Group does not use derivatives for speculative purposes. However, certain financial derivative transactions, while constituting effective economic hedges, do not qualify for hedge accounting under the specific rules in IAS 39.
Derivatives are recorded initially and subsequently at fair value. Any directly attributable transaction costs are recognised in profit or loss as incurred. Subsequent changes in fair value are generally recognised in profit or loss.
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in other comprehensive income and any ineffective portion is recognised immediately in the income statement. If the cash flow hedge is a firm commitment or the forecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated gains or losses on the derivative that had previously been recognised in other comprehensive income are included in the initial measurement of the asset or liability. For hedges that do not result in the recognition of an asset or a liability, amounts deferred in other comprehensive income are recognised in the income statement in the same period in which the hedged item affects net profit or loss.
For an effective hedge of an exposure to changes in the fair value, the hedged item is adjusted for changes in fair value attributable to the risk being hedged with a corresponding entry in profit or loss. Gains or losses from re-measuring the derivative, or for non-derivatives the foreign currency component of its carrying amount, are recognised in profit or loss.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. In the case of a cash flow hedge, any cumulative gain or loss recognised in other comprehensive income is transferred to profit or loss when profit or loss is impacted by the hedged item. If the forecast transaction is no longer expected to occur, the cumulative gain or loss is reclassified in the profit or loss immediately.
Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts, and the host contracts are not carried at fair value with unrealised gains or losses reported in income statement.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Until the loss of exclusive control of Belron as at 7 February 2018, the Group was committed to acquiring the non-controlling interests owned by third parties in Belron, should these third parties have wished to exercise their put options. The exercise price of such options granted to non-controlling interests was reflected as a financial liability in the consolidated statement of financial position per 31 December 2017. For put options granted to non-controlling interests prior to 1 January 2010, the goodwill was adjusted at period end to reflect the change in the exercise price of the options and the carrying value of non-controlling interest to which they relate.
Due to the introduction of the revised version of IFRS 3 (effective date 1 January 2010), for put options granted to non-controlling interests as from 1 January 2010, at inception, the difference between the consideration received and the exercise price of the options granted was recognised against the group's share of equity. At each period end, the re-measurement of the financial liability resulting from these options were recognised in the consolidated income statement (net finance costs).
Non-current assets (or disposal groups comprising assets and liabilities) are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell. Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortised or depreciated.
A discontinued operation is a component of the Group's business that represents a separate major line of the business or geographical area of operations that either has been disposed of, or is classified as held for sale and is disclosed as a single line item in the income statement. When an operation is classified as a discontinued operation, the comparative statement of profit or loss and statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative year.
The Group has initially applied IFRS 15 from 1 January 2018. The effect of initially applying IFRS 15 is described in note 3. Information about the Group's accounting policies relating to contracts with customers is provided in note 3.
Finance income and finance costs include interest income, interest expenses, dividend income ,and net gains and losses on financial assets measured at fair value through profit or loss. Interest income and expenses are recognized using the effective interest method. The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
Dividend income is recognized in profit or loss on the date on which the Group's right to receive payment is established.
Share-based payments are exclusively made in connection with employee stock option plans ("ESOP"). Equity-settled ESOP granted after 7 November 2002 are accounted for in accordance with IFRS 2, such that their cost is recognised in the income statement, with a corresponding increase in equity, over the vesting period of the awards.
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset.
Government grants related to assets are presented in liabilities as deferred income, and amortised over the useful life of the related assets.
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or other comprehensive income.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Current taxes relating to current and prior periods are, to the extent unpaid, recognised as a liability. Current taxes are measured using tax rates enacted or substantially enacted at the reporting date. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset. The benefit relating to a tax loss that can be carried back to recover current tax of a previous period is recognised as an asset. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. Current tax assets and liabilities are offset only if the following criteria are met:
Deferred taxes are provided using the balance sheet liability method, on temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes (such as unused tax losses carried forward). Deferred taxes are not calculated on the following temporary differences: (i) the initial recognition of goodwill and (ii) the initial recognition of assets and liabilities that affects neither accounting nor taxable profit in a transaction that is not a business combination. The amount of deferred tax recognized is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the unused tax losses and credits can be utilised. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered.
Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balance on a net basis.
Full-Year Results
Section 2 2018
Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information
Section 7
Share Information
In the context of the statutory audit of the consolidated financial statements of D'Ieteren SA ("the company") and its subsidiaries (jointly "the Group"), we provide you with our statutory auditor's report. This includes our report on the consolidated financial statements for the year ended 31 December 2018, as well as other legal and regulatory requirements. Our report is one and indivisible.
We were appointed as statutory auditor by the general meeting of 1 June 2017, in accordance with the proposal of the board of directors issued on the recommendation of the audit committee and as presented by the workers' council. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended 31 December 2019. We have performed the statutory audit of the consolidated financial statements of D'Ieteren SA for 5 consecutive financial years.
We have audited the consolidated financial statements of the Group as of and for the year ended 31 December 2018, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2018, the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to EUR 3,425.6 million and the consolidated statement of profit or loss shows a profit for the year of EUR 1,048.7 million.
In our opinion, the consolidated financial statements give a true and fair view of the Group's equity and financial position as at 31 December 2018 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing ("ISAs") as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the "Statutory auditors' responsibility for the audit of the consolidated financial statements" section of our report. We have complied with
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory
Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information
Section 7 Share Information
the ethical requirements that are relevant to our audit of the consolidated financial statements in Belgium, including the independence requirements.
We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We refer to note 2 "Segment Information", note 15 "Equity-accounted Investees" and note 16 "Non-current Assets and Disposal Group Classified as Held for Sale and Discontinued Operations" of the consolidated financial statements.
On 28 November 2017, the company announced the signing of a definitive agreement with Clayton, Dubilier and Rice (CD&R) regarding a partnership investment in Belron. The transaction whereby CD&R acquired a 40% stake in Belron closed on 7 February 2018. The Board of Directors of the company concluded that the Group had lost exclusive control over Belron and its subsidiaries at this effective date and shares joint control over the investee with CD&R since then.
The presentation of Belron and subsidiaries and the accounting impacts of the loss of exclusive control are a Key Audit Matter due to:
With the involvement of our specialists, our procedures included, amongst others:
Full-Year Results Statements 2018
Section 2 2018
Section 3 Consolidated Financial
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
Valuation of goodwill and intangible assets with indefinite useful lives of the cash-generating unit Moleskine
We refer to note 10 "Goodwill" and note 11 "Intangible Assets" of the consolidated financial statements.
In accordance with the requirements of IAS 36 "Impairment of Assets", the Group completed an impairment test of its cash-generating unit Moleskine (the "CGU"), which includes goodwill and intangible assets with indefinite useful lives. The impairment review, based on the value in use calculation, was carried out to ensure that the carrying value of the CGU's assets are stated at no more than their recoverable amount, being the higher of fair value less costs to sell and value in use.
We identified the valuation of the cash-generating unit "Moleskine" as a Key Audit Matter due to the significance of the carrying amount of the goodwill and intangible assets with indefinite useful lives (EUR 171.9 and EUR 402.8 million respectively) and also because of the significant management judgement and estimation required in assessing potential impairment which could be subject to error and potential management bias. In addition, changes in the key assumptions may have a significant financial impact.
With the involvement of our valuation specialists, our procedures included, amongst others:
Section 2 2018 Full-Year Results Section 3
Statements 2018
Consolidated Financial Section 4
Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
Board of directors' responsibilities for the preparation of the consolidated financial statements
The board of directors is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as board of directors determines, is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, mattersrelated to going concern and using the going concern basis of accounting unlessthe board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of the users taken on the basis of these consolidated financial statements.
When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the consolidated financial statements in Belgium.
Full-Year Results Statements 2018
Section 2 2018
Section 3 Consolidated Financial Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures:
We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
For the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
OTHER LEGAL AND REGULATORY REQUIREMENTS
The board of directors is responsible for the preparation and the content of the board of directors' annual report on the consolidated financial statements and the other information included in the annual report.
In the context of our mandate and in accordance with the Belgian standard (revised in 2018) which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors' annual report on the consolidated financial statements and the other information included in the annual report, and to report on these matters.
Aspects concerning the board of directors' annual report on the consolidated financial statements and other information included in the annual report
Based on specific work performed on the board of directors' annual report on the consolidated financialstatements, we are of the opinion that this report is consistent with the consolidated financial statements for the same period and has been prepared in accordance with article 119 of the Companies' Code.
In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors' annual report on the consolidated financial statements and other information included in the annual report:
contain material misstatements, or information that isincorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.
The non-financial information required by article 119 §2 of the Companies' Code has been included in the board of directors' annual report on the consolidated financial statements, which is part of section "Financial and Directors' Report 2018" of the annual report. The company has prepared this non-financial information based on the Global Reporting Initiative (GRI) and the Sustainability Accounting Standards Board (SASB) frameworks. In accordance with art 148 §1,5° of the Belgian Companies' Code, we do not comment on whether this non-financial information has been prepared in accordance with the mentioned Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) frameworks.
Full-Year Results Section 3 Statements 2018
Section 2 2018
Consolidated Financial
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
Information about the independence
— This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation (EU) No 537/2014.
Zaventem, 29 March 2019
KPMG Réviseurs d'Entreprises / Bedrijfsrevisoren Statutory Auditor represented by
Alexis Palm Réviseur d'Entreprises / Bedrijfsrevisor
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory
Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
CONTENTS
The statutory financial statements of s.a. D'Ieteren n.v. are summarised below in accordance with article 105 of the company Code. The unabridged version of the statutory financial statements of s.a. D'Ieteren n.v., the related management report and Statutory Auditor's report shall be deposited at the National Bank of Belgium within the legal deadline and may be obtained free of charge from the internet site www.dieteren.com or on request from:
s.a. D'Ieteren n.v. Rue du Mail 50 B-1050 Brussels
The Statutory Auditor has issued an unqualified opinion on the statutory financial statements of s.a. D'Ieteren n.v.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
At 31 December
| EUR million | 2018 | 2017 | |
|---|---|---|---|
| ASSETS | |||
| Fixed assets | 2,881.2 | 2,140.0 | |
| II. | Intangible assets | 18.7 | 10.4 |
| III. | Tangible assets | 22.0 | 20.3 |
| IV. | Financial assets | 2,840.5 | 2,109.3 |
| Current assets | 749.5 | 1,506.3 | |
| V. | Non-current receivables | 20.0 | 20.1 |
| VI. | Stocks | 350.2 | 291.2 |
| VII. | Amounts receivable within one year | 334.8 | 1,150.7 |
| VIII. | Investments | 37.8 | 36.6 |
| IX. | Cash at bank and in hand | - | 0.4 |
| X. | Deferred charges and accrued income | 6.7 | 7.3 |
| TOTAL ASSETS | 3,630.7 | 3,646.3 | |
| EUR million | 2018 | 2017 | |
| LIABILITIES | |||
| Capital and reserves | 1,540.1 | 1,493.9 | |
| I.A. | Issued capital | 160.0 | 160.0 |
| II. | Share premium account | 24.4 | 24.4 |
| IV. | Reserves | 1,341.2 | 1,295.0 |
| V. | Accumulated profits | 14.5 | 14.5 |
| Provisions and deferred taxes | 33.5 | 20.4 | |
| Creditors | 2,057.1 | 2,132.0 | |
| VIII. | Amounts payable after one year | 553.2 | 953.2 |
| IX. | Amounts payable within one year | 1,466.6 | 1,137.7 |
| X. | Accrued charges and deferred income | 37.3 | 41.1 |
| TOTAL LIABILITIES | 3,630.7 | 3,646.3 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Year ended 31 December
| EUR million | 2018 | 2017 | |
|---|---|---|---|
| I. | Operating income | 3,280.3 | 3,209.0 |
| II. | Operating charges | 3,218.4 | 3,153.4 |
| III. | Operating profit | 61.9 | 55.6 |
| IV. | Financial income | 82.4 | 789.7 |
| V. | Financial charges | 27.6 | 30.8 |
| IX. | Result for the period before taxes | 116.7 | 814.5 |
| IXbis. Deferred taxes | 0.3 | 0.4 | |
| X. | Income taxes | -16.3 | -0.5 |
| XI. | Result for the period | 100.7 | 814.4 |
| XII. | Variation of untaxed reserves (1) | 0.6 | 0.2 |
| XIII. | Result for the period available for appropriation | 101.3 | 814.6 |
(1) Transfers from untaxed reserves (+) / Transfers to untaxed reserves (-).
Year ended 31 December
| EUR million | 2018 | 2017 |
|---|---|---|
| APPROPRIATION ACCOUNT | ||
| Profit (loss) to be appropriated | 115.8 | 829.1 |
| Gain (loss) of the period available for appropriation | 101.3 | 814.6 |
| Profit (loss) brought forward | 14.5 | 14.5 |
| Withdrawals from capital and reserves | 4.1 | 1.0 |
| from capital and share premium account | ||
| from reserves | 4.1 | 1.0 |
| Transfer to capital and reserves | 50.7 | 607.2 |
| to capital and share premium account | ||
| to legal reserve | ||
| to other reserves | 50.7 | 607.2 |
| Profit (loss) to be carried forward | 14.5 | 14.5 |
| Profit to be distributed | 54.7 | 208.4 |
| Dividends | 54.7 | 208.4 |
This proposed appropriation is subject to approval by the Annual General Meeting of 6 June 2019.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The capitalised costs for the development of information technology projects (intangible assets) are amortised on a straight-line basis over their useful life. The amortisation period cannot be less than 2 years nor higher than 7 years.
Tangible Fixed Assets are recognised at their acquisition value; this value does not include borrowing costs. Assets held by virtue of longterm leases ("emphytéose"), finance leases or similar rights are entered at their capital reconstitution cost. The rates of depreciation for fixed assets depend on the probable economic lifetime for the assets concerned. As from 1 January 2003, tangible fixed assets acquired or constructed after this date shall be depreciated pro rata temporis and the ancillary costs shall be depreciated at the same rate as the tangible fixed assets to which they relate.
| Rate | Method |
|---|---|
| Buildings 5% |
L/D |
| Building improvements 10% |
L/D |
| Warehouse and garage 15% |
L/D |
| Network identification equipment 20% |
L/D |
| Furniture 10% |
L/D |
| Office equipment 20% |
L/D |
| Rolling stock 25% |
L |
| Heating system 10% |
L/D |
| EDP hardware 20%-33% |
L/D |
L: straight line.
D: declining balance (at a rate twice as high as the equivalent straight-line rate).
Tangible fixed assets are revalued if they represent a definite, long-term capital gain. Depreciation of any revaluation surplus is calculated linearly over the remaining lifetime in terms of the depreciation period of the asset concerned.
Financial Fixed Assets are entered either at their acquisition price, after deduction of the uncalled amounts (in the case of shareholdings), or at their nominal value (amounts receivable). They can be revalued, and are written down if they suffer a capital loss or a justifiable longterm loss in value. The ancillary costs are charged to the income statement during the financial year.
Amounts Receivable within one year and those receivable after one year are recorded at their nominal value. Write-downs are applied if repayment by the due date is uncertain or compromised in whole or in part, or if the repayment value at the closing date is less than the book value.
Stocks of new vehicles are valued at their individual acquisition price. Other categories of stocks are valued at their acquisition price according to the fifo method, the weighted average price or the individual acquisition price. Write-downs are applied as appropriate, according to the selling price or the market value.
Treasury Investments and Cash at Bank and in Hand are recorded at their acquisition value. They are written down if their realisation value on the closing date of the financial year is less than their acquisition value.
When these treasury investments consist of own shares held for hedging share options, additional write-downs are applied if the exercise price is less than the book value resulting from the above paragraph.
Provisions for Liabilities and Charges are subject to individual valuation, taking into account any foreseeable risks. They are written back by the appropriate amount at the end of the financial year if they exceed the current assessment of the risks which they were set aside to cover.
Amounts Payables are recorded at their nominal value.
Financial fixed assets are valued in accordance with recommendation 152/4 by the Accounting Standards Commission. Stocks are valued at their historical cost. However, the market value (as defined by the average rate on the closing date of the balance sheet) is applied if this is less than the historical cost. Monetary items and commitments are valued at the official rate on the closing date, or at the contractual rate in the case of specific hedging operations. Only negative differences for each currency are entered in the income statement.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
The company adheres to the corporate governance principles set out in the 2009 Belgian Code of Corporate Governance published on the website www.corporategovernancecommittee.be. It has published its Corporate Governance Charter on its website (www.dieteren.com) since 1 January 2006. For the implementation of the principles of the Code, the company took into consideration the particular structure of its share capital, with a majority family shareholder ensuring the stability of the company since 1805. Exceptions to the Code are set out on page 99.
The Board of Directors consists of:
The Chairman and Deputy Chairmen of the Board are selected among the Directors appointed upon proposal of the family shareholders. Four female directors are members of the Board.
Without prejudice to its legal and statutory attributions and those of the General Meeting, the role of the Board of Directors is to:
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| Composition of the Board of Directors on 31 December 2018 | Joined Board in |
End of mandate |
|
|---|---|---|---|
| Nicolas D'Ieteren (43)1 |
Chairman of the Board BSc Finance & Management (University of London); Asia Int'l Executive Program and Human Resources Management in Asia Program (INSEAD). Led projects at Bentley Germany and Porsche Austria. From 2003 to 2005, finance director of a division of Total UK. Since 2005, managing director of a private equity fund investing in young companies. |
2005 | June 2019 |
| Olivier Périer (47)1 | Deputy Chairman of the Board and Chairman of the Strategic Committee Degree in architecture and urban planning (ULB). Executive Program for the Automotive Industry (Solvay Business School). International Executive, Business Strategy Asia Pacific and International Director Pro grams; Certificate in Global Management (INSEAD). Founding partner of architectural firm Urban Platform. Managing director of SPDG, a private holding company, since 2010. Chairman, member of the advisory board or of the supervisory board of various venture capital companies. |
2005 | June 2019 |
| Christine Blondel (60) |
Independent Director Ecole Polytechnique (France), MBA (INSEAD). Management Consultant at Procter & Gamble from 1981 to 1984, first female Director at the Wendel International Centre for Family Enterprise at INSEAD (until 2007), where she is still an Adjunct professor. Founder of FamilyGovernance, advising family businesses. |
2009 | June 2021 |
| CB Management | Independent Director– Permanent representative: Cécile Bonnefond (63) MBA European Business School & Senior Executive Program IMD Lausanne. 20 years in various marketing and sales positions and executive positions in international agri-food sector: Danone (1979-1984), Kellogg (1984-1994), Diageo-Foods/Sara Lee (1995-2001). 15 years in Wine & Champagne /luxury sector: CEO of Veuve Clicquot (LVMH, 2001-2008) followed by Bon Marché (2009-2010). Chairman and co-investor at Piper & Charles Heidsieck champagnes (family-owned EPI group) and Group Deputy Managing Director (2011-2015). Directorships in listed and family-owned companies. Consultant for BPI France. Various non-profit organisations (since 2011). |
2018 | June 2022 |
| Sophie Gasperment (54) |
Independent Director Graduate of ESSEC and INSEAD. Joined L'Oréal in 1986 and became General Manager in the UK in 2000, notably as Chairman and CEO of The Body Shop International. From 2014 to 2018 she was Group General Manager leading Financial Communication & Strategic Prospective for the L'Oréal Group. Appointed Foreign French Trade Advisor in 2005. Directorship at AccorHotels since 2010. Member of the Supervisory Board of Cimpress N.V. |
2018 | June 2022 |
| GEMA sprl1 | Non-executive Director – Permanent representative: Michel Allé (68) Civil engineer and economist (ULB). Joined Cobepa in 1987, member of its Executive Committee (1995-2000). CFO of Brussels Airport (2001-2005). CFO of SNCB Holding (2005-2013). CFO of SNCB (2013-2015). Director of Elia and Chairman of the Boards of EPICS Therapeutics and DIM3. Professor at ULB. |
2014 | June 2022 |
| Axel Miller (53) | Chief Executive Officer Law degree (ULB). Partner at Stibbe Simont, then at Clifford Chance (1996-2001). After holding several executive positions within the Dexia Group, became Chairman of the executive committee of Dexia Bank Belgium (2002-2006) and CEO of Dexia s.a. (2006-2008). Managing Partner at Petercam from 2009 to March 2012. Chairman of the Board of Directors of Belron and Director of Moleskine. Directorships: Carmeuse (Chairman), Spadel, Duvel Moortgat. |
2010 | June 2022 |
| Pascal Minne (68) | Non-executive Director Law degree (ULB), Masters in Economics (Oxford). Former partner and Chairman of PwC Belgium (until 2001). Former Director of the Petercam group (until 2015). Chairman Wealth Structuring Committee Banque Degroof Petercam. Various Directorships. Emeritus Professor at ULB. |
2001 | June 2022 |
| Nayarit Participations s.c.a.1 |
Non-executive Director – Permanent representative: Frédéric de Vuyst (45) Bachelor of Law (Université de Namur), BA Business & BSc Finance (London Metropolitan, School of Business). Managing Director Corporate & Investment Banking at BNP Paribas Belgium until 2008. Head of Business Development Investment Banking et Management Board Corporate Banking at BNP Paribas Fortis until 2012. Since then, CEO at Nayarit Participations and various directorships. |
2001 | June 2022 |
| Pierre-Olivier Beckers sprl |
Independent Director – Permanent representative: Pierre-Olivier Beckers (58) Master in Management Sciences (LSM), Louvain-la-Neuve. MBA Harvard Business School. Career at Delhaize Group (1983-2013). Chairman of the Executive Committee and managing director of Delhaize Group (1999-2013). Chairman of the Belgian Olympic and Interfederal Committee since 2004. Member of the International Olympic Committee (IOC) and Chairman of its Audit Committee. Chairman of the Coordinating Committee for the 2024 Paris Olympics. Various directorships. Advisor to and investor in various recently-formed companies. |
2014 | June 2022 |
| s.a. de Participation et de Gestion (SPDG)1 |
Non-executive Director – Permanent representative: Denis Pettiaux (50) Civil engineer in physics and Executive Masters in Management (ULB). Member of SPDG executive committee, in charge of finance and a non-executive member of various Boards of Directors, advisory boards and investment committees. Joined Coopers & Lybrand in 1997. Until 2008, Director of Pricewaterhouse Coopers Advisory in Belgium. Until 2011, Director of PricewaterhouseCoopers Corporate Finance in Paris. |
2001 | June 2022 |
| Michèle Sioen (53)1 | Non-executive Director Degree in economics. CEO of Sioen Industries, a listed company specialised in technical textiles. Honorary Chairman of the FEB. Various Directorshipsof Belgian companies, notably Immobel, Sofina, Fedustria and Guberna. |
2011 | June 2019 |
1 Director appointed upon proposal of family shareholders.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Board of Directors meets at least six times a year. Additional meetings are held if necessary. The Board of Directors' decisions are taken by a majority of the votes, the Chairman having a casting vote in case of a tie. In 2018, the Board met 6 times. All of the Directors attended all of the meetings, except for Mrs Sophie Gasperment, who was excused for 1 meeting.
Sophie Gasperment and CB Management, s.a., whose permanent representative is Cécile Bonnefond, were appointed on 31 May 2018 as Independent Directors for a period of 4 years. The tenures of several Directors were also renewed at the AGM of 31 May 2018 for a period of 4 years: Pierre-Olivier Beckers sprl, whose permanent representative is Mr Pierre-Olivier Beckers, as an independent director; GEMA sprl, whose permanent representative is Michel Allé, as a non-Executive Director; Participation et de Gestion s.a., whose permanent representative is Denis Pettiaux, as a non-Executive Director; Nayarit Participationss.c.a., whose permanent representative is Frédéric de Vuyst, as a non-Executive Director; Pascal Minne, as a non-Executive Director; and Axel Miller, as Managing Director.
| Audit Committee1 Composition (at 31/12/2018) |
Nomination and Remuneration Committee 1 | |
|---|---|---|
| Chairman | Pascal Minne | Nicolas D'Ieteren |
| Members | Christine Blondel2 | Pierre-Olivier Beckers³ |
| Frédéric de Vuyst4 | Christine Blondel² | |
| Denis Pettiaux5 | Sophie Gasperment² | |
| Olivier Périer |
(1) Given their respective education and management experience in industrial and financial companies, the members of the Audit Committee and the members of the Nomination and Remuneration Committee, possess the expertise required by law in accounting and audit for the former and in remuneration policy for the latter.
(2) Independent Director
(3) Permanent representative of Pierre-Olivier Beckers sprl. Independent Director
(4) Permanent representative of Nayarit Participations s.c.a.
(5) Permanent representative of SPDG s.a.
The Audit Committee met 4 times in 2018. These meetings were held in the presence of the Auditor. All of its members attended all of the meetings.
The Nomination and Remuneration Committee met three times in 2018. All of its members attended all of the meetings.
Each Committee reported on its activities to the Board.
On 31 December 2018, the Audit Committee was comprised of four non-executive Directors, of which one independent Director. The Audit Committee's primary role is to monitor the company's financial information and supervise the risk management and internal controls systems of the company and the main entities of the group. The Committee reviewsthe auditor'sreports on the half-year and annual financialstatements of the company, of Belron and of Moleskine. The Audit Committee meets at least four times a year, including at least once every six months in the presence of the Auditor, and reports on its activities to the Board of Directors. At least one specific meeting is dedicated to the supervision of the risk management and internal controls systems. The Auditor KPMG, appointed by the Ordinary General Meeting of 1 June 2017, has outlined the methodology for auditing the statutory and consolidated statements as well as the applicable materiality and reporting thresholds. The Committee's charter adopted by the Board is set out in Appendix I of the Charter published on the company's website.
On 31 December 2018, the Nomination and Remuneration Committee was comprised of five Directors, including the Chairman of the Board, who chairs the committee meetings, the Deputy Chairman and three independent Directors.
The Committee meets at least four times a year and reports on its work to the Board of Directors. The Committee's Charter adopted by the Board is set out in Appendix II of the Corporate Governance Charter available on the company's website.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Strategic Committee, which was formed as a Board Committee on 28 February 2019, meets at least once a month and brings together the Chairman and Deputy Chairman of the Board, two Directors representing the family shareholders and the CEO. The other members of the Executive Committee are permanent observers. The Committee's mission is to, at the level of the Group and its subsidiaries, consider the development axes of the Group, to analyse the long-term strategies and objectives of the Group, to examine the progress of strategic projects, to analyse investment and divestment projects, to follow-up on the group's businesses, and to prepare strategic points for discussion at Board meetings. The Committee's Charter, adopted by the Board, is set out in Appendix III of the company Governance Charter available on the company's website.
Directors and managers are not authorised to provide paid services or to purchase or sell goods, directly or indirectly, to or from the company or its group companies within the framework of transactions not covered by their mandates or duties, without the specific consent of the Board of Directors, except for transactions realised in the normal course of business of the company. They are to consult the Chairman or CEO, who shall decide whether an application for derogation can be submitted to the Board of Directors. If so, they will notify the details of the transaction to the company secretary, who will ensure that the applicable rules are complied with. Such transactions shall only be authorised if carried out at market conditions.
The Board and its Committees assess on a regular basis, and at least once every three years, their size, composition, procedures, performance and their relationships with the management, as well as the individual contribution of each Director to overall functioning, in order to constantly improve the effectiveness of their actions and the contribution of said actions to the group's proper governance.
The Board and its Committees will undergo a new evaluation during the first quarter of 2019. This process will be conducted with the help of an outside professional who will interview all Directors and members of the Executive Committee. A summary of the interviews will be presented to the Board along with clear recommendations for the Board's consideration.
The CEO is responsible for the day-to-day management of the company and is assisted by the Executive Committee. On 31 December 2018, the Group Executive Committee was comprised of the Group CEO (Chairman of the Group Executive Committee), the Group CFO and the member responsible for business support and development to the group's existing and new activities.
| Composition of the Executive Committee on 31 December 2018 | Start of mandate | |
|---|---|---|
| Axel Miller (53) | Chairman of the Executive Committee – Chief Executive Officer (Cfr profile above) |
2013 |
| Arnaud Laviolette (57) |
Member of the Executive Committee – Chief Financial Officer | 2015 |
| Master in Economic Sciences (UCL). Worked in banking for almost 25 years, head of Corporate Finance, Corporate Clients and Board member at ING Belgique until 2013. Investment manager at GBL from 2013 to June 2015. Directorships at Belron and Moleskine. External Director at Rossel. |
||
| Francis Deprez (53) | Member of the Executive Committee | 2016 |
| Diploma in Applied Economic Sciences (UFSIA Anvers) and Master's in Business Administration (Harvard Business School). Associate (1991-1998) and Partner (1998-2006) at McKinsey & company Belgium. In the Deutsche Telekom Group, served as Managing Director of the Center for Strategic Projects (2006- 2011), Chief Strategy and Policy Officer of Deutsche Telekom AG (2007–2011), member of the Supervisory Boards of T-Mobile International (2007-2009) and of T-Systems International (2008-2011), Chief Executive Officer of Detecon International Gmbh (2011-2016). Directorships at Belron and Moleskine. |
Together the members of the Group Executive Committee act collegially and are responsible, at the Group level for, amongst others, the monitoring and development of the Group's businesses, strategy, human resources, finance, financial communication, investor relations, account consolidation, management information systems, treasury, M&A, legal and tax functions.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The D'Ieteren Group owns three businesses which each have their own executive management structure: D'Ieteren Auto, Belron and Moleskine.
D'Ieteren Auto, which is an operational department of D'Ieteren SA/NV withoutseparate legalstatus – is managed by the CEO of D'Ieteren Auto, reporting to the Group CEO. The CEO of D'Ieteren Auto chairs a management committee comprising six other members responsible for Retail, Finance, Operations, Research, Marketing & Training, Brands & Network Management as well as Human Resources.
Belron, of which D'Ieteren owned 54.10% on 31 December 2018, is governed by a Board of Directors consisting of 6 members: the 3 members of the Group Executive Committee, 2 members appointed by CD&R (minority 39.45% shareholder in Belron) and the CEO of Belron. The Board of Belron is chaired by the Group CEO.
Moleskine, a fully-owned subsidiary of D'Ieteren, is governed by a Board of Directors consisting of 6 members: the three members of the Group Executive Committee, the former CEO of Moleskine (who presides over the meetings) and the current CEO and CFO of Moleskine.
The external audit is conducted by KPMG Bedrijfsrevisoren–Réviseurs d'Entreprises, represented by Alexis Palm, whose term to audit the statutory and consolidated accounts for 2017, 2018 and 2019 was renewed at the General Meeting of 1 June 2017.
The total fees charged by the Statutory Auditor and linked companies for the work carried out in 2017 on behalf of D'Ieteren SA/NV and linked companies amounted to EUR 4.2 million, excluding VAT. Details of the fees are included in the annexe of the 2018 Consolidated Financial Statements (page 72).
The company derogates from the Code on the following principles:
The group of Directors appointed upon proposal of the family shareholders is in a position to dominate decisions taken by the Board of Directors. In companies where family shareholders hold a majority of the share capital, the family shareholders do not have, as do other shareholders, the opportunity to sell their shares if they do not agree with the orientations defined by the Board. Their joint or majority representation on the Board enables them to influence these orientations, thereby ensuring the shareholding stability necessary to the profitable and sustainable growth of the company. The potential risks for corporate governance resulting from the existence of a high degree of control by the majority shareholder on the activities of the Board can be mitigated, on the one hand, by the appropriate use of this power by the Directors concerned in respect of the legitimate interests of the company and of its minority shareholders and, on the other hand, by the long-term presence of several non-executive Directors not representative of the family shareholding, which ensure a genuine dialogue at Board level.
The composition of the Audit Committee, which includes at least one independent Director, derogates from the Belgian Corporate Governance Code, which recommends the presence of a majority of independent Directors. This is because the Board believes that an in-depth knowledge of the company is at least as important as independent status.
Section 3
Consolidated Financial Statements 2018
Section 2 2018 Full-Year Results
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
The company aims to have a diverse Board of Directors and Executive Committee. This is achieved when including amongst its members differences in background, age, gender, independence, experience and professional skills. The company believes that teams consisting of individuals with different experiences and backgrounds will lead to diversity of thought, which is to key to well-performing governance bodies. Such diversity will provide a range of perspectives, insights and challenges necessary to support good decision making. Enhancing diversity at the board and management level also increases the pool of potential candidates, and helps to attract and retain talent.
The Nomination and Remuneration Committee reviews and assesses the composition of the Board of Directors and the Executive Committee, and recommends to the Board the appointment of new directors or Executive Committee members, as well as the renewal of any existing mandates. When carrying out these reviews and recommendations, the Nomination Committee will consider the candidates on merit, having due regard to the benefits of diversity (including criteria such as background, age, gender, independence (for board members), professional skills, length of service and differences both in professional and personal experiences).
On gender diversity, the Board of Directors had a specific objective, in accordance with legal requirements, to have a minimum of one third of the underrepresented gender on the Board1 . Thistarget was achieved on 31 May 2018 with the nomination of two new female administrators. The Board is currently composed of 12 members, including four female board members.
Reference is made to section 1 of the Corporate Governance Statement (available in the Financial and Director's report) regarding other diversity criteria (age, length of service, educational and professional experience) in relation to the members of the Board of directors and the Executive Committee as of 31 December 2018.
[1] The required minimum number will be rounded off to the nearest whole number.
Section 2 2018 Full-Year Results
Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial information Section 7 Share Information
The policy and the individual remuneration of the non-executive directors and executive management of the company are determined by the group's Board of Directors based on the recommendations of the Nomination and Remuneration Committee.
D'Ieteren's Nomination and Remuneration Committee, which relies on the proposals of the CEO when it concerns the other members of the Executive Committee, reviews the following elements at the end of each year and submits the following to the Board for approval:
The Board intends to maintain this procedure for the next two years.
The company implements a remuneration policy designed to attract and retain on the Board non-executive Directors with a wide variety of expertise in the various areas necessary for the profitable growth of the company's activities. These Directors receive an identical fixed annual remuneration, unrelated to their effective presence at Board meetings. Some Directors are entitled to a fixed remuneration for rendering specific services such as Chairman or Deputy Chairman of the Board, for participating in one or more Board committees and, as the case may be, for the use of company cars. The total amount of these remunerations is shown in the following table. The non-executive Directors do not receive any remuneration related to the company's performance. The CEO does not receive any specific remuneration for his participation on the Board of Directors.
For the year ended 31 December 2018, a total of EUR 1,280,000 was paid to the non-executive Directors by the company, broken down as illustrated in the table below. No other benefit or remuneration, loan or guarantee was granted to them by D'Ieteren or its subsidiaries.
| 2018 (in EUR) | Base remuneration | Board Committees | Total remuneration |
|---|---|---|---|
| D'Ieteren N. | 250,000 | All in | 250,000 |
| Périer O. | 200,000 | All in | 200,000 |
| P.-O. Beckers sprl | 70,000 | 35,000 | 105,000 |
| Bonnefond C. | 40,833 | 40,833 | |
| Blondel C. | 70,000 | 70,000 | 140,000 |
| Gasperment S. | 40,833 | 23,333 | 64,166 |
| Gema (M. Allé) | 70,000 | 70,000 | |
| Minne P. | 70,000 | 60,000 | 130,000 |
| Nayarit (de Vuyst) | 70,000 | 35,000 | 105,000 |
| Sioen M. | 70,000 | 70,000 | |
| SPDG (D. Pettiaux) | 70,000 | 35,000 | 105,000 |
| Total | 1,021,667 | 258,333 | 1,280,000 |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
At 31 December 2018, the executive management team, defined as the members of the Executive Committee, was comprised of Axel Miller (President of the Executive Committee), Arnaud Laviolette and Francis Deprez. The group has its own remuneration policy for attracting and retaining managers with the appropriate background and motivating them by means of appropriate incentives. This policy is based on external fairness criteria, measured in terms of comparable positions outside the group, and on internal fairness criteria between colleagues within the company.
The policy aims to position total individual remuneration of the members of the Executive Committee around the median remuneration for positions of similar responsibility in comparable Belgian or foreign companies, as benchmarked by independent experts. The most recent benchmarking dates from January 2016.
Axel Miller's managing director's contract comprises the following remuneration components:
The company also coversthe contributionsto disability, life insurance and pension schemesfor the benefit of the managing director for an annual amount of EUR 115,000.
The remuneration of the other members of the Executive Committee comprises:
The company also covers the contributions to disability, life insurance and pension schemes for the benefit of the members of the Executive Committee.
As regards the phasing of the payment of the components of this variable remuneration over time, the company complies with the legal requirements in terms of relative proportions relating to:
The allocation of the variable remuneration depends on the compliance with collective quantitative performance criteria (consolidated result compared with the budget, which includes all the objectives and missions approved by the Board of Directors with a view to creating long-term value) and qualitative individual (related to the job description) and collective (related to the development and execution of the group's strategy, to the development of its human and financial resources, and to the conduct of specific key projects) criteria.
The annual bonus breaks down as 50% for achieving the annual quantitative objectives, and 50% for achieving the qualitative objectives. It can vary from 0% to 150% of the target in EUR, according to the result of the annual performance appraisal.
The performance of the interested parties is assessed at the start of the year following that for which the remuneration is being allocated, by the CEO for the members of the Executive Committee, and by the Board for the CEO, upon recommendation of the Nomination and Remuneration Committee, and in accordance with the agreed performance criteria.
The long-term incentive plan for the members of the Executive Committee consists of D'Ieteren stock options. The amount granted is decided by the Board of Directors upon proposal of the Nomination and Remuneration Committee and fixed with regard to the long-term median of remunerations for positions ofsimilar responsibilitiesin comparable Belgian or foreign companies, as benchmarked by independent experts. The most recent benchmarking dates from January 2016.
The features of the D'Ieteren share option schemes are those approved by the Ordinary General Meeting of 26 May 2005. These options give the right to acquire existing shares of the company at an exercise price that corresponds, for each plan, either to the average price over the 30 calendar days preceding the offer date, or to the closing price on the working day preceding the offer date, as decided by the Chairman of the Board of Directors on the working day preceding the launch of the plan.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
These options may be exercised from 1 January of the 4th year following the date they were granted and up until the end of the tenth year following their granting, with the exception of approximately 1-month periods preceding the release of the full-year and half-year financial results. The actual exercise of the options depends on the evolution of the share price, which may allow them to be exercised after the 3-year vesting period. Additional details on the share option plans are provided in note 7 of the consolidated financial statements
The following table summarises the various categories of Executive Committee remuneration allocated for 2018.
| Other members of | |||
|---|---|---|---|
| 2018 (in EUR) | CEO 1 | Executive Committee 1 | Total |
| Fixed remuneration | 750,000 | 1,080,000 | 1,830,000 |
| Short-term variable remuneration 2 | 400.000 | 703.000 | 1.103.000 |
| Contribution to disability, pension and life insurance | 115,000 | 241,000 | 356,000 |
1 With an independent contract
2 For a breakdown of the variable remuneration, see previous page "Description of the various components"
Moreover, 130,000 share options were granted to the members of the Executive Committee for the fiscal year 2018, at a strike price of EUR 33.32 per option, allocated as follows:
| 2018 | Granted options |
|---|---|
| Axel Miller (CEO) | 50,000 |
| Arnaud Laviolette (CFO) | 40,000 |
| Francis Deprez | 40,000 |
Details of the share options belonging to members of the Executive Committee that were exercised or which expired during the year 2018 can be found in note 7 of the consolidated financial statements.
Except for cases of unprofessional conduct, incapacity or gross negligence, the contracts of the Executive Committee members allow for 12 months of severance pay.
The contracts of the Executive Committee members do not contain claw-back clauses that are applicable if the variable remuneration has been allocated on the basis of false information.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
D'Ieteren and its activities operate in a constantly changing environment that exposes them to multiple risks.
In order to protect their reputation while ensuring sustainable success and the achievement of corporate targets, D'Ieteren and its activities have in place comprehensive risk management and internal control systems which:
There are three lines of defence:
The organizational structure at the level of D'Ieteren and the activities ensuresthe appropriate delegation of authorities to management and a separation of duties.
| 4.1. D'Ieteren Group |
|
|---|---|
| 4.1.1.1. | Board of Directors |
| 4.1.1.2. | 1 Audit Committee |
| 4.1.1.3. | Executive Committee |
1 D'Ieteren Group, D'Ieteren Auto and D'Ieteren Immo have the same Audit Committee.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
The Board's control duties include (i) ensuring that D'Ieteren's activities correctly perform their own control duties and that Committees entrusted with special survey and control tasks (such as the Audit and Remuneration Committees) are put in place and function properly and (ii) ensuring that reporting procedures are implemented to allow the Board to review the entities' activities at regular intervals, notably regarding the risks they face.
The Board of Directorsis assisted by the Audit Committee in the exercise of its control responsibilitiesfor the company's entities, in particular with respect to the financial information distributed to shareholders and to third parties and the monitoring of the different risk management and internal control mechanisms.
The Group Audit Committee receivesregular reports on the work carried out by the Audit Committees of each activity before itself reporting to the Board.
The independence of the head of Internal Audit is ensured by direct reporting to the Audit Committee and CEO.
The members of the Executive Committee act collegially and are responsible for, amongst others, monitoring of the Group's businesses, strategy, human resources, financial communication, investor relations, account consolidation, management information systems, treasury, M&A, legal and tax matters.
Each activity has its own Board of Directors, Audit Committee and Management Committee. The Heads of Internal Audit or Internal Control and Risk Management report directly to the Audit Committees and to the CFO or CEO.
D'Ieteren SA is the legal entity of D'Ieteren and D'Ieteren Auto. D'Ieteren Auto's Board of Directors meets at least quarterly. The Audit Committee, which is the same for D'Ieteren and D'Ieteren Auto convenes every quarter.
Divisional directors are responsible for risk management on a day-to-day operational level. D'Ieteren Auto's import operations are certified by ISO 9001:2015.
The real estate assets and operations of D'Ieteren Auto are grouped under a single legal entity (D'Ieteren Immo SA). It has its own Board of Directors and Management Committee. The Audit Committee is the same as those of D'Ieteren and D'Ieteren Auto.
Belron uses the '3-Lines of Defence' model to manage business and financial risk:
The 3-Line model, which providesthe framework for risk management activitiesthroughout Belron, issupported by Risk Management Programmes which are used by each Business Unit to assess and benchmark the management of the main risks.
Moleskine's Internal Control and Risk Management system includes rules, procedures and organizational structures aimed at ensuring adequate identification, measurement, management and monitoring of the main risks.
The owners of the Internal Control and Risk Management process are:
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
Moleskine's CEO and the Department Heads are the process and risk owners. They are responsible for identifying and assessing risks.
The Internal Audit Manager monitors the activities based on the Internal Audit plan which is approved on an annual basis by the Audit Committee. The results of the monitoring activities are contained in the Audit reports to the Audit Committee. The Internal Audit Manager reports hierarchically to Moleskine's CFO, who is a member of Moleskine's Audit Committee.
Moleskine's Audit Committee is composed of Moleskine's CFO and D'Ieteren's CFO. Moleskine's Internal Audit Manager is a permanent observer. They meet twice a year.
The Supervisory Body of Moleskine oversees the functioning of and the compliance with the "Organizational, Management and Control Model" adopted to prevent crimes provided for in the Legislative Decree no. 231/2001. The goal is to ensure regularity and transparency in carrying out business activities, while protecting Moleskine's position and image, shareholders expectations and employees.
The outcome of the Supervisory Body's activities is summarized every six months in a report sent to Moleskine's Board of Directors. The Supervisory Body is composed of three members, two externals and Moleskine's Internal Audit Manager.
Each activity identifies its key business and financial risks by assessing factors that could have an adverse impact on the future operations and financial returns of the business. External and operational risk factors are assessed in terms of the scale of their impact and the probability of their occurrence, with particular attention given to the most important ones. Risks are categorised as Governance/Compliance, Strategic, Operational or Financial.
Each activity conducts an annual risk review and updates its risk register to reflect the impact of each risk and the measures proposed to mitigate them. This approach forms the cornerstone of D'Ieteren's risk management activities, which aims to ensure that the major risks faced by the Group have been identified and assessed, and that there are controls either in place or planned to manage them.
The process includes the review of internal and external Audit plans (including IT Audit missions and fraud risks), strategic plans, annual budgets and monthly financial results and key performance indicators. The adoption of accounting procedures ensures the consistency, integrity and accuracy of the company's financial records.
Following the annual risk review process, measures are implemented to mitigate the identified risks and control missions are prioritized based on the risk profile. The execution of the plans is supervised by Internal Audit teams.
Mitigating actions include for instance the regular reporting and review of all significant treasury transactions and financing activities, procedures for the authorisation of capital expenditure, country visits and discussions with local management.
The Internal Audit Managers of Moleskine and D'Ieteren Auto/Immo report regularly to their respective Audit Committees. At Belron, the outcome of the work carried out to assess the effectiveness and efficiency of risk management practices across the company is reported to both local and regional management and to the Belron Audit Committee, which meet regularly during the year.
Reporting includes an assessment of the mitigating actions and recommendations. The Chairmen of the Audit Committees present the risk management report to their Board. Control issues that arise from internal and external audits together with any additional matters are brought to the attention of the Audit Committees.
At the Group level, the Head of Internal Audit reports on a quarterly basis to the Audit Committee.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial
information
Section 7
Share Information
Risk of deficient governance (management, functioning of the committees, decisionmaking process and/or risk management).
Risk that laws and regulations governing listed companies are breached. D'Ieteren is subject to regulations related to communication, financial reporting, transparency, insider trading and corporate governance (see previous risk).
Risk related to volatility on the equity markets.
Drop in D'Ieteren share price and market capitalization.
Significant fines if laws or regulations are breached. Loss of confidence on the part of investors and analysts.
The consolidation process is based on a centralized accounting software to ensure consistency across the participations. D'Ieteren's Consolidation team checks that the financial figures of its activities present a complete, accurate and reliable reflection of their financial performance and position. The financial reports and press releases related to the full year and halfyear results are reviewed by Executive Committee members, the Audit Committee, the external auditor and the Board of Directors prior to publication.
Risk related to capital allocation decisions (investments in existing operations, acquisitions/disposals, dividend policy, share buybacks). Risks related to the timing of those decisions. The availability of investment/divestment opportunities is subject to macroeconomic and market conditions.
Disappointing shareholder value creation and share price underperformance. Loss of confidence on the part of investors and analysts.
Write-downs and impairment losses in the income statement.
D'Ieteren is an investment company with a long-term focus. D'Ieteren aims at full control, a majority stake or the option to gain a majority stake in its participations. Every material investment is subject to an in-depth due diligence and is reviewed by an Investment Committee, the Strategic Committee and the Board. D'Ieteren's Executive Committee members are board members at the level of the participations.
Failure to achieve long-term strategic objectives. Failure to comply with applicable laws and regulations. Adverse financial and reputational impact, claims and fines.
D'Ieteren adheres to the Belgian Code of Corporate Governance while taking into account the unique structure of its share capital, with family shareholders owning the majority of the shares. The Corporate Governance Charter provides clear guidelines for the decision-making process and delegation of authority.
The meaning of the icons used throughout this chapter can be found in the Reference Index of Non-Financial Information (page 70-71 of the Activity Report).
Section 2 2018 Full-Year Results
Section 3
Statements 2018
Consolidated Financial Section 4
Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
Risks arising from a lack of financial resources. Risks related to fiscal regulations.
Risks related to deficient governance (e.g. corporate organization, functioning of the committees, decision-making process and risk management). Deficient governance could lead to inadequate decisions and failure to comply with applicable laws and regulations.
Risk that unethical behaviour (inside or outside the company) may harm the company and/or third parties.
Insufficient financial resources may hamper the implementation of D'Ieteren's investment strategy.
D'Ieteren invests in participations while maintaining a solid financial structure. D'Ieteren's participations are financed independently through non-recourse debt. In other words, D'Ieteren does not provide guarantees for the benefit of its participations. At the end of 2018, D'Ieteren's (excluding Belron, D'Ieteren Auto and Moleskine) net cash position amounted EUR 1,142.2 million. Financial flexibility is ensured through a prudent cash management policy. Control processes for tax regulation compliance include internal reviews and external audits.
POTENTIAL IMPACT
Adverse reputational and financial impact including claims and fines. Failure to achieve targets when major decisions are taken without being adequately challenged/authorized.
Governance policies are widely communicated, and their application is audited. Clear allocation of responsibilities and decision-making power (e.g. at the level of D'Ieteren Auto versus D'Ieteren).
A breach of legal provisions and unethical behaviour (e.g. disrespect for human rights, discrimination, corruption, fraud and conflicts of interest) could seriously damage D'Ieteren Auto's reputation and results. Disrespectful and inappropriate behaviour may also have a negative impact on the working atmosphere.
A new version of the Code of Ethics, "The Way We Work" was released in 2018. New employees receive the Code of Ethics when joining the company. Preventive measures are in place including psychosocial risk detection and reporting. A new project ('Living our values') has been launched to redefine D'Ieteren Auto's internal values.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory
Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial
information
Section 7
Share Information
Risks related to breaches of European and Belgian competition laws that prohibit anticompetitive practices (e.g. agreements between two or more independent market operators which restrict competition) and the abuse of dominance. Anti-competitive practices include vertical agreements (factories-importer-dealer) and horizontal agreements (between competitors).
An infringement of competition law could result in legal proceedings, fines up to 10% of consolidated revenues and damagesto affected competitors. It may also severely harm D'Ieteren Auto's reputation and result in the loss of distribution contracts.
The Legal Department informs, advises and monitors. A document with guidelines lists the potential risks and appropriate behaviour to mitigate them.
Risks related to changes in regulation, the fiscal regime and policies related to the automotive sector and vehicle ownership and usage. Risks related to changing customer preferences and growing popularity of car sharing.
Risks related to new technological advances (e.g. electric, connected and autonomous vehicles).
Changes in taxes and policies and car sharing may impact the volume of vehicles sold on the Belgian market. Negative impact on margins. Growing penetration of electric vehicles and advanced driver assistance systems has a negative impact on the sale of spare parts and revenues from bodywork jobs and maintenance.
D'Ieteren Auto's business model is evolving towards enabling more fluid, accessible and sustainable mobility to create a better quality of life for all citizens. Lab Box, a subsidiary of D'Ieteren, explores and tests new mobility solutions (e.g. Poppy, a green car-sharing service in Antwerp, and Pikaway, a MaaS solution). The rising penetration of electric vehicles and new digital products create new opportunities (e.g. offering of integrated systems including solar panels and home batteries, functions on demand and mobility services).
Risks related to the loss of one or more distribution contracts with Volkswagen Group and Yamaha. Risk that Volkswagen Group or Yamaha might take strategic decisions (e.g. pricing, design, type of engines) that are detrimental to D'Ieteren Auto's competitive position. Risk that Volkswagen will bypass D'Ieteren.
Negative financial impact, redundancies and reputational damage.
The relationship with key suppliers is based on D'Ieteren Auto's ability to demonstrate its added value through state-of-the-art logistics, the professionalization of the Belgian dealer network and in-depth knowledge of the Belgian market. A trust-based relationship allows D'Ieteren Auto to be informed at an early stage of Volkswagen Group's or Yamaha's decisions at an early stage.
2018 Full-Year Results
Section 2
Section 3 Consolidated Financial Statements 2018
Section 4
Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
Operational Operational Operational
Risk that D'Ieteren Auto fails to attract, motivate and retain skilled people.
Risks related to failure or interruption of critical IT services and applications. Cyber-attacks (e.g. phishing, malware). Loss of confidentiality and integrity (e.g. customer, employee and cost price data). Data leaks (e.g. customer data). Non-compliance with GDPR or other regulatory obligations. Unintentional internal user actions. Risks related to implementation of new software/IT systems.
Business disruption. Negative impact on sales and financial results. Reputational damage. Loss of trust of customers, factories and employees.Fines (up to 4% of the annual turnover) for non- GDPR compliance.
Technical/software controls (e.g. firewalls, antivirus). Physical controls (e.g. security doors for computer rooms, badge readers). Appointment of a Data Protection Officer and a Chief Information Security Officer. Communication to improve employee awareness. Training for high risk profile employees who have access to personal data. Actions to protect data and ensure compliance with GDPR including assessment, an implementation program and data cartography. A roadmap to enforce controlsthat protect against cyber threats and prevent compliance breaches.
Health and safety risks related to the use of potentially dangerous machinery and chemicals, the work environment, the handling of goods and psychological issues (burn-out and stress). Fire risks related to infrastructure and activities.
Non-compliance with safety regulations and internal policies. Injuries, penalties, fines, reputational damage and disruption of the activities. Health & safety issues could result in an increase in absenteeism.
Zero-tolerance policy regarding breaches of safety standards. The safety department carries out risk assessments, monitors protection measures (e.g. the use of safe tools and machinery and protective equipment) and organises workshops on fire prevention and health and safety issues such as ergonomics, first aid, the safe use of chemicals and electrical risks. Employees can count on help from an internal person of trust or an external prevention advisor in the case of psychological issues.
The loss of know-how due to the departure of key personnel could lead to a loss of revenues and costs. D'Ieteren Auto's competitive position may suffer if it fails to attract and retain talents that are needed to prepare itself for the sweeping changes in the mobility sector.
An attractive employer brand to attract new talent. Personal and professional development through appraisals and coaching. The CaReer Model increases transparency in terms of expectations, skills and results, while offering career opportunities acrossthe business. A Succession Plan is also in place for key positions. Employee satisfaction surveys. MySkillCamp, the Learning & Content Management platform allows employees to learn autonomously. Create a learning mindset to prepare D'Ieteren Auto for the future.
1 EU General Data Protection Regulation
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial
information
Section 7
Share Information
Risks related to the distribution of polluting combustion vehicles, transportation, the handling of chemicals and waste. See Non-Financial Declaration (page 125) for the environmental impact related to the buildings.
Risks related to the preparation of financial information. Risks related to incorrect financial information and/or non-compliance with relevant standards.
Breach of environmental laws, fines and reputational impact.
D'Ieteren Auto's clean vehicle offer is set to expand significantly as Volkswagen Group aims to launch more than 50 new electric vehicles by 2025.
Working from home and environmentally friendly mobility solutions are offered to employees.
Lab Box, a 100% subsidiary, explores innovative mobility services.
Employees are trained to correctly sort and collect waste. Periodic site visits by a project coordinator of the main waste collector (Suez) for the optimization of the on-site waste management. Waste container parks on severalsites.
Misrepresentation of D'Ieteren Auto's financial performance to investors and other stakeholders. Regulatory scrutiny. Reputational damage.
The financial statements are prepared by D'Ieteren Auto's accounting department in accordance with the International Financial Reporting Standards (IFRS). The consolidation is performed on a centralized accounting IT system to ensure consistency and adequacy of accounting policies with those of D'Ieteren. The financial information processes are covered by specific procedures, follow-up checks and rules of validation. The application of IFRS is discussed with the Statutory Auditor and in the Audit Committee.
Risks related to the residual value of leasing vehicles at D'Ieteren Lease (100% owned by VDFin). D'Ieteren Lease is exposed to fluctuations in selling prices at the end of the leasing contracts. Residual values reflect changes in demand (e.g. shift away from diesel engines, rising popularity of SUVs), regulations, taxation and macro-economic factors.
Negative financial impact: leasing contracts may turn out to be unprofitable if residual values drop.
D'Ieteren Lease continuously monitors the second-hand vehicle market. Residual values are analysed on a quarterly basis to take into account recent sales results and new model launches. Provisions are also reviewed and if necessary adjusted on a quarterly basis.
Operational Financial Financial
Section 2 2018 Full-Year Results
Section 3
Statements 2018
Consolidated Financial Section 4
Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
Risks related to the financing of Volkswagen D'Ieteren Finance (VDFin ), a provider of retail finance, operating leases and financial leases. VDFin also provides financing to the dealer network.
Risks related to increasingly stringent environmental regulations. Risks related to environmental permits.
Risks related to the financial health of the builders and contractors. Risks related to safety on the building sites.
Risks related to cost overruns.
Insufficient financing at competitive interest rates would be detrimental to VDFin's competitive position and financial performance.
VW Financial Services, a subsidiary of Volkswagen group, has diversified sources of financing and provides financing to VDFin at attractive market conditions while ensuring permanent access to liquidity. Standard & Poor's gives VW Financial Services AG a credit rating of A-2 on commercial paper and a BBB+ rating on senior unsecured loans. The Controlling & Treasury department of VDFin closely monitors the cost of financing in order to minimize the risk related to market conditions and the asset and liability management (ALM) policy ensures that the interest rate is well managed.
Reputational damage. Higher costs to satisfy regulatory requirements.
D'Ieteren Immo is committed to reducing its environmental footprint. Over recent years, various measures have been implemented aimed at using energy more efficiently while integrating alternative energy sources such as solar panels and co-generation units that produce not only electricity but also heat for buildings.
Bankruptcy of a builder or contractor may result in stoppage or interruption of the construction process, delayed rental income, lawsuits and additional costs. It is difficult to find contractors who are willing to take over a project from an insolvent peer. Reputational damage if an accident occurs on a building site. Cost overruns have a negative impact on a project's return on investment.
Thorough screening of the contractors. For example, Graydon reports are consulted when large projects are undertaken. Insurance coverage. A safety coordinator is assigned by D'Ieteren Immo. During site meetings contractors are repeatedly reminded of safety requirements. Projects are carefully scrutinized before approval. D'Ieteren Immo has developed expertise in dealership real estate.
2 D'Ieteren Auto has a stake of 50% minus one share in VDFin. Volkswagen Group owns 50% plus one share.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Corporate Governance Statement
Section 5
Section 6 Disclosure of non-financial
information
Section 7 Share Information
Risks related to occupancy rates. D'Ieteren Auto is by far the main tenant (92% of total rental income) of D'Ieteren Immo's real estate.
Risks related to breaches of legislation and regulation. The key legislative risks faced by Belron relate to competition law, GDPR, anti-bribery, health & safety, social law and tax compliance.
Risks related to unethical behaviour from within and/or external to the company which may harm the business and/or third parties.
Lossofrevenues andextra costsiftheoccupancy rate declines.
Diversification of the real estate assets (e.g. residential, commercial, workshops, offices). Focus on multifunctionalsitesthat can be developed for various purposes. Unoccupied space is rented out to tenants other than D'Ieteren Auto. Some dealership sites that are no longer used by D'Ieteren Auto are sold.
POTENTIAL IMPACT
The reputation of Belron, its operating businesses and brands may be adversely affected by a breach of legislation or regulation.
Established policies, procedures and guidance related to legislation and regulation are regularly updated and promoted through on-site workshops. The legal department reviews contracts and business activities and performs legal audits. Outcomes arising from their assurance work are separately reported to the Audit Committee and/or the Board. Advice and opinions are also sought from external counsel as and where thought appropriate.
Reputation or (intangible) assets may be affected were employees, customers, suppliers or agents to commit unethical or fraudulent acts for personal gain, or were Belron to be considered jointly responsible for any such act perpetrated by a third party. Unethical behaviour may negatively impact working atmospheres and further damage business performance.
A 'Genuine' Guiding Principles initiative, led by the Belron Group People & Leadership function, was published in 2018 which set out the way things are done at Belron. This helps underpin the genuine approach to 'the way we work', guided by its ethical principles of integrity, respect and trust.
2018 Full-Year Results
Section 2
Section 3
Consolidated Financial Statements 2018
Section 4
Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information
Section 7 Share
Information
Risks related to major projects, including the service extension strategy to expand into other consumer services, notably Automotive and Home Damage Repair and Replacement.
TECHNOLOGY
Risks related to new and emerging technologies. The technological complexity of vehicles (and vehicle glass) continues to gather pace, typified by the growing popularity of Advanced Driver Assistance Systems (ADAS).
Diversification beyond Vehicle Glass Repair and Replacement entails acquisitions, integration, financial and reputational related risks. Other major projects, such as IT implementations and digitalization, could impair Belron's ability to maintain established customer service levels were such projects to not run as planned.
Belron is well placed to offer high quality service to large, fragmented Automotive and Home Repair markets, whilst building upon its existing brands and its strong relationships with key accounts. In addition to leveraging local knowledge and research activities into the industry group and specific business targets, due-diligence and project management activities, drawing in subject matter experts, and legal and consultancy services engaged on an 'as needs' basis.
Failure to adapt to technological advancements and developments may have an adverse impact on the leadership position held by Belron.
In addition to its broad geographicalspread and its cross-national operating platforms, Belron is a world leader in assessing and understanding the ever-changing technology advancements in vehicles and vehicle glass.
Risks related to the Vehicle Glass, Automotive and Home repair and replacement market including industry, macro-economic and technological factors.
As with any business, Belron may be impacted by external factors, including general economic conditions, climate, changes in government policy and consumer behaviour.
Negative impact on growth, sales and financial results.
Global and local country developments are actively monitored and fed in to a planning process. This process allows early anticipation of these trends or swift reactions to sudden events, for example climatic conditions, providing management with a base for making decisions regarding the range of products and services offered, their pricing and the optimum size of the operational platform. The workforce at Belron is highly skilled and competent and, through its inspiring leadership, the business is well positioned to recognise change and adapt to optimise the resulting opportunities.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial Section 7
Share Information
Risks related to employee hiring, engagement, development and staff-turnover.
Risks related to information security (including payment card processing, data purge and data discovery, VPN and firewalls and legislative compliance). An evolving threat of cyber-crime including attacks on systems and infrastructure, or those of key third parties. Risk related to IT implementation.
Failure or protracted loss of IT functionality, denial of service, or an inability to access data could significantly impair customer service levels, adversely impact financial results and damage reputation.
Business units implement general IT controls, which include measures to help to prevent unauthorised access and inappropriate use of systems. Disaster recovery plans are developed and tested. An annual review (drawn from internationally recognised IT governance, practice and service management frameworks) is undertaken at all business units to assess the design and operation of IT controls. Any actions arising are then addressed by management.
Operating businesses address any identified vulnerabilities from (external and internal) penetration tests which are performed independently.
information
Risks related to the loss of major accounts. The Belron business model depends on constantly achieving high customer satisfaction levels which also reflect very positively on Key Account partners.
Loss of Key Account partners, including insurers and fleets, could adversely impact sales and performance and impair the ability of the business to acquire new accounts.
Belron maintains a close relationship with its insurance, fleet and lease Key Accounts and is committed to being open and honest in all its dealings. Belron constantly and extensively monitors customer satisfaction through 'Net Promoter Score' assessments over its service levels. Each key account has a Sales team 'owner' who executes plans with clear objectives to strengthen relationships. These plans are overseen by Sales Directors within each country and for the largest Key Accounts, these plans are overseen by the Belron Sales & Marketing team. Key Accounts perform their own audits in some countries.
The inability to continue to identify, attract and retain the best people could have a negative impact on the continued success of the Belron business, itsreputation, itsservice levels and its financial performance.
The business regularly monitors the levels of Employee Engagement and responds effectively to the results. Employee performance is regularly reviewed, with continuing specific initiatives related to succession planning, leadership potential and ongoing development.
Belron measures and improves the performance of its leaders through its Executive Winning Behaviours programmes. Employee retention is managed through the offer of a competitive compensation package that is regularly benchmarked against market practices, good career prospects, regular feedback and employee satisfaction surveys.
Section 1 Declaration by
2018 Full-Year Results
Section 2
Section 3
Section 4
Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Section 6
Disclosure of non-financial information Share Information
Section 7
Responsible Persons
Statements 2018
Consolidated Financial
Statement
Risks related to safety and health of the employees and members of the public in the established, day-to-day business operations (including glass repair and replacement through its service centres or mobile fleets, its supply chain sites, or driving at work).
Risks related to the sourcing of vehicle glass, polyurethane, repair resin and other products through a strategic (primary) supplier. Risks in the operational supply chain to deliver consistent capability from any of the Belron distribution centers or responses to customers' contacts through its call centres.
POTENTIAL IMPACT
Non-compliance with safety regulations and internal policies, processes and procedures could lead to serious injury to our employees or to third parties.
The key fitting steps are codified within the Belron 'Way of Fitting' processes. Safety standards are embedded in this 'Way of Fitting' through its 'Quality starts with Safety' procedures. These methods, specialist tools, training courses and assessments are developed and implemented across all locations. Each business is responsible for implementing measures to comply with national safety requirements and standards and many of them are supported by dedicated Health & Safety personnel. Extensive training programmes for all its technicians are delivered through locally based technical teams. Any customer complaints are thoroughly followed-up. Actions to rectify any issues are captured and are fed-back into the content of global training programmes.
POTENTIAL IMPACT
A temporary loss of one of the distribution centers or call centers or the loss of a key supplier, for example as a result of a fire or other natural hazard, could result in business disruption. This could damage established customer service levels and impact financial performance.
The Supplier Code of Conduct sets out the underlying principles on which supply chain relationships at Belron are based. A strategy to diversify sourcing from glass, repair resin and accessory manufacturers and suppliers. As part of the service delivery, Business Continuity Plans are designed to ensure continuity of operationsshould a significant adverse event occur. Belron has property damage/business interruption insurance to cover the maximum potential loss of any of its major distribution centres or call centres and its property insurers perform regular, routine inspections of all key sites.
The risk of a breakdown of fundamental financial and treasury processes and controls.
Negative on results, a lack of financial resources to execute the strategy and a detrimental impact upon the reputation of the business.
Regular financial performance monitoring. Business units implement internal financial controls including segregation of duties and delegation of authorities over all key financial processes. Treasury policies are communicated, with the Belron Group Treasury overseeing activity on a regular basis. Internal financial controls protect business assets and ensure effective stewardship (including internal and external reporting). In addition to annual assessments of financial controls conducted by both Belron and its business units, the external auditors review the key financial controls.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Section 5
Section 6 Disclosure of non-financial information
Section 7 Share
Information
Risks related to fluctuations in foreign exchange rates. Risks related to funding, liquidity and changes in interest rates.
Risks related to economic downturns. Risk related to competitive pressure. Risk related to brand recognition, positioning and customer perception.
Risks related to increasing digital penetration at the expense of paper.
Adverse foreign exchange rate fluctuations could have a negative impact on sales and results. Difficulty to renew funding in adverse financial markets. A lack of financial resources to execute the strategy, which in turn may have a detrimental impact on the reputation of the business.
In each country where Belron has operations, revenues and costs incurred are primarily denominated in the relevant local currency, and principally in USD, EUR and GBP, thereby providing a natural currency hedge. Wherever possible, the policy is to hedge investments that are made in foreign currencies with debt in the same currency. Belron aims to generate a strong free cash flow and manages liquidity risk by maintaining sufficient cash and funding available. The exposure to variable interest rates arising on the Term Loan facilities are hedged through a series of interest rate swaps.
An economic downturn could have a negative impact on demand for discretionary consumer goods. Competitive pressure could result in lower sales and earnings.
Moleskine is a premium and aspirational lifestyle brand. Teams continuously monitor emerging trends and mindstyle changes. Innovation mitigates competitive pressures and the impact from economic downturns. Macro-economic risks are also mitigated through geographic diversification given Moleskine's presence in more than 115 countries while competition is diverse and fragmented.
Moleskine partners with universities, consultants and creative companies to identify the needs of the creative class and to co-develop new applications.
Negative impact on demand for analogue and paper products such as notebooks. Negative impact on revenues and results.
.
Moleskine is pursuing a multi-category strategy and the contribution of non-paper products (e.g. bags) is rising as a % of total sales. Moleskine has developed hybrid products that migrate content from paper to digital devices and vice versa. Analogue products are also subject to new developments to reinforce the customer experience. Moleskine is present across a network of websites, blogs, online groups and virtual archives, not least within the brand's own online community, myMoleskine.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
Risks related to the implementation of the multi-category/multi-channel strategy.
Risks related to the supply chain and outsourced production. Risks related to trade barriers and tariffs.
Risks related to key accounts. The Wholesale channel of Moleskine supplies 'bricks-and-mortar' retailers who are under pressure from online retailers and changing consumer behaviour.
Poor execution of the strategy could lead to reputational damage and financial losses.
Moleskine has put in place an action plan to make its retail activities profitable including a detailed store-by-store analysis, closure of underperforming stores, the launch of a new store format and the implementation of best practices. It is also improving the customer experience on its e-commerce site.
POTENTIAL IMPACT
Revenues, earnings and reputation could suffer if the manufacturers fail to fulfil the contractual obligations in terms of timing and quality or if Moleskine's Code of Ethics is breached. Trade barriers and tariffs could also have a negative impact on results.
Moleskine has a procurement process in place for its diversified supplier base. For example, paper products are supplied by 6 manufacturersfrom 2 countries. Product quality is checked by external auditors. Moleskine's purchasing conditions require suppliers to guarantee that every stage of their chain of production complies with the SA8000 International Social Responsibility Standard. New suppliers are currently under evaluation to reduce the risk related to trade tariffs.
POTENTIAL IMPACT
Lower revenues and earnings.
.
In 2018,the top 5 customersrepresented 21%of total company sales. Risks related to customer concentration has diminished as Moleskine's business model evolved from a predominantly wholesale business to a direct-to-consumer model. Moleskine helpsthe 'bricks-and-mortar' retailers to improve the customer experience in the stores. Moleskine has strengthened its local presence and relationship with key clients through direct distribution in major markets like Germany, US and more recently Japan. Countries with a direct distribution model represent more than 60% of sales.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial
Section 7
Share Information
Risks related to Moleskine's capacity to attract, motivate and retain skilled people.
Risks related to the environmental impact of Moleskine's operations and products.
information
Risks related to data leaks (e.g. customer data). Non-compliancy with GDPR or other regulatory obligations. Unintentional internal user actions.
Inability to execute Moleskine'sstrategy. Failure to achieve targets. Negative financial impact.
In 2018, Moleskine focused on nurturing its corporate culture while engaging its employees. It included qualitative and quantitative surveys, an intense development activity for the executive team including team coaching and off-site leadership seminars, a total reward system (flexible benefits, smart working, working environment) and the initial set-up of the Moleskine Training Lab. Moleskine's 'hiring from within' and 'horizontal job rotation' approach continues to be encouraged. An attractive long-term incentive program has been set up for top and senior management to align their interests with shareholder value creation for in the next years.
POTENTIAL IMPACT
Breach of environmental laws, fines and reputational impact.
Most of Moleskine's environmental impact is related to its supply chain. The company mitigatesthe impact through various measures. For example, the Moleskine notebooks are made of acid- and chlorine free paper and FSC3 -certification ensures that 100% of Moleskine's paper products are made of paper that comes from responsibly-managed forests. Moleskine develops products that are designed to be reused and wasteful packaging is kept to a minimum.
Loss of reputation. Loss of trust of customers, factories and employees. Fines for non GDPR compliancy.
Actions to protect data and to ensure compliance with GDPR including GDPR Assessment and a GDPR implementation program. Appointment of an external Data Protection Officer.
3 Forest Stewardship Council
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
Risks related to fluctuations in foreign exchange rates.
Risks related to the preparation of financial information. Risks related to incorrect financial information and/or non-compliance with relevant standards.
Adverse foreign exchange rate fluctuations could have a negative impact on sales and earnings.
Price lists are updated to reflect foreign exchange rate fluctuations. The procurement strategy aims to make purchases in the same currency as sales. Moleskine has adopted a system that makes it possible to monitor exposure to foreign exchange rate fluctuations with greater reliability, in particular with regards to trade receivables and payables. It strives to hedge major exposure through forward currency purchase and sale contracts.
Misrepresentation of Moleskine's financial performance to the company's stakeholders. Reputational damage.
The financial statements are prepared by Moleskine's Finance department in accordance with the International Financial Reporting Standards (IFRS). Consolidation is performed on a centralized accounting IT system to ensure consistency and adequacy of accounting policies across the D'Ieteren Group. Financial information processes are covered by specific procedures, follow-up checks and rules of validation. The application of IFRS is discussed with the Statutory Auditor and in the Audit Committee.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| At 31 December 2018 | Number | Related voting rights |
|---|---|---|
| Ordinary shares | 55,302,620 | 55,302,620 |
| Participating shares | 5,000,000 | 5,000,000 |
| Total | 60,302,620 |
| At 31 December 2018 | In share capital | In voting rights |
|---|---|---|
| Family shareholders | 57.50% | 61.02% |
| of which Nayarit Group | 31.99% | 35.56% |
| of which SPDG Group | 25.50% | 25.46% |
| Treasury shares | 2.11% | 1.93% |
| Free float | 40.40% | 37.05% |
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
In compliance with Article 14 paragraph 4 of the law of 2 May 2007 on the disclosure of significant shareholdings, the shareholding structure such as it results from the latest notification received by the company (on 24 July 2018) is presented in Note 20 (see page 62).
The company is not aware of any subsequent notification modifying the information presented in this Note.
In accordance with Article 74 § 7 of the Law of 1 April 2007 on takeover bids, the company received on 20 February 2008 a notification from the Nayarit group (whose members are listed in Note 20 of the Consolidated Financial Statements, page 62), which mentions that, either separately or acting in concert with other people, this group held more than 30% of the voting shares issued by the company on 30 September 2007. This notification remains relevant at the date of this report.
The Extraordinary General Meeting of 5 June 2014 renewed the authorisation to the Board to:
Without prejudice to the authorisations given to the Board of Directors described in the preceding paragraphs, the Extraordinary General Meeting of 1 June 2017 also renewed the authorisation of the Board of Directors, for a renewable 3-year period, to proceed – in the event of takeover bids on the company's shares and provided the required notification has been made by the FSMA within 3 years of the General Meeting's decision – with capital increases by contribution in kind or in cash, as the case may be without preferential subscription rights for shareholders;
The Extraordinary General Meeting of 31 May 2018 also approved the renewal of the 5-year authorization granted to the Board to purchase, transfer and cancel own shares under legal conditions, notably to cover stock option plans for managers of the company.
In the event of a risk of serious and imminent harm to the company, the Board of Directors has the authority to transfer treasury shares either on the market or through a sale under the same conditions to all shareholders in compliance with the applicable legal conditions. This authorisation applies, under the same conditions, to the purchase or transfer of shares held in the company by its subsidiaries as stated in articles 627, 628 and 631 of the company Code.
The rules governing the appointment and replacement of Board members and the amendment of the articles of association of the company are those provided for by the company Code.
The change of control clauses included in the credit agreements concluded in 2015 with financial institutions were approved by the General Meeting of shareholders of 26 May 2016, in accordance with article 556 of the company Code.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4
Summarised Statutory Financial Statements 2018 Statement
Section 5 Corporate Governance
Section 6
information
Disclosure of non-financial
Section 7 Share Information
As the parent company, the largest impact of D'Ieteren occurs as a result of where it chooses to invest. The D'Ieteren Group currently has three activities articulated around strong brands: - D'Ieteren Auto (100% owned), Belron (54.10% owned ) and Moleskine (100% owned) and has recently welcomed D'Ieteren Immo as a new entity (100% owned). D'Ieteren seeks growth and value creation by pursuing a long term strategy for its businesses and actively encouraging and supporting them to strengthen their positions in their specific industries or regions. As a whole, it aims to create value for all its stakeholders.
This year, D'Ieteren has taken further steps to enhance its non-financial disclosure. Firstly, the communications professionals and sustainability experts of D'Ieteren, D'Ieteren Auto, Belron, Moleskine and D'Ieteren Immo gathered in Brussels in October 2018 to discuss how to align their sustainability reporting method and share best practices. Some common priorities were pinpointed in this context, including Customer Welfare and Satisfaction, Employee Well-being and Development, Innovation for Society, Respect for the Environment and Community Engagement.
These common themes arose from the materiality analysisthat was carried out for each activity. The D'Ieteren Group and its activitiesreviewed the results of the materiality analyses made in 2018 with the aim of achieving more alignement with the standards of the Sustainability Accounting Standards Board (SASB). The SASB has developed a set of 77 standards that identify a range of material sustainability themes for specific industries. By assessing the SASB standards, the selection of material themes can be made more relevant to the industries in which D'Ieteren operates. As a result, the list of material themes for each activity has been tweaked compared to last year. These themes relate to significant environmental and social impacts that D'Ieteren's activities have on stakeholders and society at large. External sustainability experts also supported D'Ieteren and its activities in this process and helped to ensure a consistent and accurate materiality assessment.
Moreover, D'Ieteren has aligned its material themes to the UN Sustainable Development Goals (SDGs). This 2030 Agenda for Sustainable Development, which consists of 17 Goals covering 169 targets, was adopted by all United Nations Member States in 2015. For each of the identified material themes, D'Ieteren identified the related SDG and SDG target and looked at the way its activities were contributing to this agenda.
D'Ieteren aimsto integrate further its non-financial and financial information. This can be seen in the Activity report'sintroduction ("D'Ieteren at a glance" on page 2-3) and Reference Index (page 70-71 of the Activity Report). The latter connects material topics of each of the activities with related information in both the Activity and Management reports.
Another D'Ieteren ambition isto further align itsreporting to the GRI Standardsin the coming years. Thisis why, in addition to the requirements of Belgian law on disclosure of non-financial and diversity information, additional details have been reported for each material theme.
As part of this approach, the D'Ieteren Group and each activity interviewed one of their key stakeholders to get a perspective on their actual and potential impact on their stakeholders' ecosystems. A summary of each of these interviews can be found in the Activity report.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
As part of its 70-year old relationship with the Volkswagen Group, D'Ieteren Auto imports and distributes the vehicles of Volkswagen, Audi, SEAT, Škoda, Bentley, Lamborghini, Bugatti and Porsche across Belgium, along with the brands' respective spare parts and accessories.
It is the country's number one vehicle distributor, with a market share of around 21%. D'Ieteren Auto manages a strong network of independent dealers across the country and corporately owns dealerships on the Brussels-Antwerp-Mechelen axis.
Besides distributing vehicles in Belgium, D'Ieteren Auto provides after-sales services through its Corporate-owned operations. These include bodywork, maintenance and repair, glass repair and tyre replacement. It also sells used vehicles through My Way centres and My Way Authorized Distributors. In addition, D'Ieteren Auto provides car financing and long-term car rental services through a joint venture between D'Ieteren and Volkswagen Financial Services. Finally, it distributes the products of Yamaha in Belgium and the Grand Duchy of Luxembourg through D'Ieteren Sport.
D'Ieteren Auto's business model is currently evolving towards the offer of more fluid, accessible and sustainable mobility solutions as a way of improving the day-to-day lives of citizens. The company is focussing strongly on promoting responsible mobility, mainly through the initiatives of its subsidiary Lab Box.
D'Ieteren Immo manages the real estate interests of the D'Ieteren Group in Belgium. 2018 was the second full year of activity, during which various investment projects were completed. Its trained teams have also been studying the viability of renovating certain sites in order to identify future sources of innovation and creativity. In addition to managing property assets, the company offers property consulting services to the tenants of the approximately 30 sites in the portfolio.
Although it acts as a vector of prosperity and integration, mobility also faces challenges related to economic, environmental, social and security related issues. D'Ieteren Auto is aware of this and accepts its share of responsibility. To improve the lives of citizens through fluid, accessible and sustainable mobility is its primary commitment, and the one that is closest to the spirit of the core business. D'Ieteren Auto is therefore working to build a raft of mobility servicesthat will enable citizensto travel easily and in a sustainable way. It will achieve thisthrough the Lab Box subsidiary that is heavily involved in creating innovative and flexible mobility services, but also through its core business by developing a range of services linked to the use of electric cars.
D'Ieteren Auto also strivesto reduce its environmental footprint by transforming itsinfrastructure and adapting its behaviour. Over recent years, D'Ieteren Immo has implemented various measures aimed at using energy more efficiently and integrating alternative energy sources.
Another priority for the company isto offer its people a working environment that issafe and enriching, where well-being isn't just a slogan. D'Ieteren Auto has launched multiple initiatives to improve staff welfare, enable their professional development and enhance their working environment and conditions.
Finally, through its Give & Gain patronage programme, D'Ieteren Auto isfully committed to causesthat are related to socially-responsible mobility – where the company can bring real added value – while simultaneously encouraging its employees to get involved in such causes.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
D'Ieteren Auto's main impact on the environment concerns its activity of distributing polluting combustion vehicles. This has resulted in new challenges for D'Ieteren Auto's business continuity, e.g. stricter legislation, such as new forms of taxation on transportation and new car policies in companies. On the other hand, it creates great opportunities to develop innovative new mobility solutions.
In addition to the products it delivers, D'Ieteren Auto's own operations and processes also have an environmental impact. This is mainly managed by D'Ieteren Immo.
D'Ieteren Auto is expanding its clean car offer. In particular, it provides a complete solution (infrastructure) to private electric car clients and specific solutions for companies.
The company also develops alternative mobility solutions, notably through itssubsidiary Lab Box (Car sharing, Intermodality, Maas platforms, …)
Internally, it raises awareness among employees: promoting working from home, environmentfriendly driving habits, multimodal solutions such as combining public transport and company cars, cycling or car-pooling with guaranteed parking space.
The company adopts D'Ieteren Immo's approach to (renewable) energy management, thereby lowering the energy consumption of its buildings while increasing the share of self-produced renewable energy.
Case study : a comprehensive electric solution Electric D'Ieteren Solutions (EDI) is a smart solution pack for private and professional clients
to load and store energy.
The D'Ieteren subsidiary, Lab Box, worked hard to develop and expand its products and services related to intermodal mobility. In January 2018, Lab Box successfully launched Poppy in Antwerp, which now manages 350 shared cars (incl. 200 electric VW Golf) and 25 scooters. By the end of the year it had 20,000 registered clients.
Partly thanksto itssolar panels, D'Ieteren Immo produced 41.5% of its own electricity needs. It also installed in several locations green corridors aimed at protecting biodiversity.
To promote clean mobility, D'Ieteren Immo created a new parking for bikes in the D'Ieteren Mail building, including a changing room for people wishing to commute by bike.
D'Ieteren Auto's distribution activities have a negative impact on the climate. However, the company is trying to reduce this impact by adapting its offer and developing alternative mobility solutions and by producing renewable energy.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
Used cars contain many valuable materials that should be reused upon disposal. As resources become scarcer, the recycling of components is a way of contributing to the circular economy.
Next to its products, D'Ieteren Auto further produces waste through its own after-sales activities and in its offices.
The company identified several risks related to the management of waste, including breaking of environmental laws, fines and reputational impact.
D'Ieteren Auto has a waste management policy in place. Employees are trained to correctly sort and collect waste (including paper, residual waste, scrap iron, wood, tires and glass) in its offices, workshops, stores and garages, as well as to store harmful materials.
For the disposal and recycling of its waste D'Ieteren Auto works together with waste management firms like Suez, Oilco, Dechamps and RecupBat. A project coordinator of the main waste collector (Suez) performs periodic site visits for the follow-up and optimization of the on-site waste management.
D'Ieteren Auto also facilitates the recycling of used-vehicles, in particular by offering an extra allowance to clients and non-clients returning their vehicles for recycling. In this field, D'Ieteren Auto is working with Febelauto, whose mission is to organise and monitor the management of end-of-life vehicles, in accordance with the European Directive in force. Currently, Febelauto is able to recycle about 95% of the weight of these vehicles in an approved and inspected system, placing Belgium among the leaders in Europe.
In 2018, more than 76.5% of the company's waste was recycled (compared to more than 75% in 2017). The majority of this was paper/carboard, iron, wood, oil, tires and car batteries.
In 2018, D'Ieteren Auto started building a new workshop to repair/upgrade high voltage batteries (of electric/hybrid) cars. Given the safety hazard related to high voltage batteries, this is a highly technical facility with strict safety requirements. The workshop, which required an investment of EUR 1 million, should be ready in May 2019.
By monitoring the waste arising from its day to day activities, D'Ieteren Auto is continuously looking for ways to reduce it.
D'Ieteren Auto has a policy of environmentally sound management of vehicle waste and related chemicals throughout their lifecycle, in accordance with the regulatory framework in force.
Section 1 Declaration by
Responsible Persons
Section 2 2018 Full-Year Results
INNOVATION
Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
The car of the future is being shaped by technological advances, such as electrification, developments in connectivity and automation, and the introduction of smart, multi-use features. Societal and economic changes are also transforming the concept of mobility, amid tighter restrictions on cars, new forms of taxation and the shift towards a sharing economy. Through innovation, D'Ieteren Auto wants to be at the forefront of tomorrow's mobility markets and thereby ensure its business continuity.
Pikaway is the new MaaS platform launched by D'Ieteren Auto's subsidiary Lab Box.
D'Ieteren Auto's business model is evolving towards the offer of more fluid, accessible and sustainable mobility solutions to improve the day-to-day lives of citizens. To support this new approach, D'Ieteren Auto has launched a new project called Magellan to set up a clear strategy and define action plans.
Through its Lab Box subsidiary, D'Ieteren Auto continues to explore, analyse and develop flexible and innovative services related to mobility. Lab Box develops new initiatives with a focus on intermodality and MaaS (Mobility as a Service).
In September 2018, Lab Box initiated a MaaS platform called Pikaway, which allows routing, booking and payment for intermodal mobility solutions. It was launched in January 2019 in Antwerp.
Budget invested in the Lab Box subsidiary:
2017: +/- EUR 2.3 million
2018: +/- EUR 6.5 million
Lab Box is currently developing different initiatives aimed at improving mobility and making cities more liveable, including:
D'Ieteren Auto contributes to sustainable cities by looking for solutions for sustainable mobility services.
2018 Full-Year Results
Section 2
Section 3
Statements 2018
Consolidated Financial
Section 4
Summarised Statutory Financial Statements 2018 Section 5
Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
As a vehicle distributor, D'Ieteren Auto's main purchase item is cars, making it highly dependent on its partnership with the car producers. Any problems with these direct suppliers might impact D'Ieteren Auto's own reputation. In addition to the car producers, D'Ieteren Auto has other (indirect) suppliers, which it ensures are run as responsible businesses.
For cars, D'Ieteren Auto has built a solid partnership with the Volkswagen Group. Wholesale agreements have been formalized and are revised periodically.
For operational indirect spending, the policy is twofold:
20 to 25% of the suppliers have signed the procurement charter to date.
The new distribution contracts signed at end 2018 with the factories of the Volkswagen Group and D'Ieteren Auto's authorised distributors contain a specific section relating to the general obligation for all members of the distribution network to comply with national and international standards and values – particularly those relating to sustainable development, labour protection and the environment. These standards and values form the foundation of the Volkswagen Group's own economic development and the contract allows it to verify that its partners are in compliance.
D'Ieteren Auto aims for 100% of indirect suppliers to have signed the procurement charter.
D'Ieteren Auto takes into account social, ethical and environmental criteria when selecting products and services.
CUSTOMER WELFARE AND SAFETY
Customer welfare and safety are highly important for D'Ieteren Auto, which aims to remain the provider of choice for all of its clients. Any failure could harm the image of the company and the brand in Belgium and lead to a loss of market share.
Through its Lab Box subsidiary, D'Ieteren Auto is developing an autonomous vehicle operator. The latter will provide vehicle lease and support services to realise autonomous shuttle projects in cities, companies and organisations. According to the FPS mobility and transport, automated mobility could reduce road accidents by 90%.
D'Ieteren Auto has opted for a customeroriented approach, which implies that it constantly strives to understand clients' needs in order to answer them in an appropriate and timely manner. Its Market Area project launched in 2015 has been aimed at offering clients a complete range of services, including bodywork and sale of used vehicles, in the same area. D'Ieteren Auto also tries to adapt its product offer to clients' needs, including financial services through its VDFin joint subsidiary. An example is the "We cover" insurance plan, which is specifically designed for the needs of young drivers.
Today, the mission of D'Ieteren Auto has evolved to meet clients' mobility needs beyond the use of a car. This is reflected in the stated purpose to "improve people's lives through fluid, accessible and sustainable mobility." With this new approach, D'Ieteren Auto has evolved its offer to reflect new trends like decarbonisation, digitisation, shared mobility and automation. Finally, a customer care team is available to answer any questions clients may have concerning D'Ieteren Auto's products and services.
Customer Delight Index 2018:
D'Ieteren Auto launched its Mobility 2025 vision and set up the Magellan project to implementthe vision by determining a globalstrategy and defining action plans.
D'Ieteren Auto will continue to implement its Mobility 2025 vision in several fields, including sustainable mobility, electric mobility, shared mobility, mobility as a service (MaaS), connected mobility and automated mobility.
D'Ieteren Auto focuses on client welfare and satisfaction through tailored business solutions, thereby achieving high productivity.
Section 2 Full-Year Results
2018
Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
In an evolving sector, staff need to be ready to tackle new and future challenges. Preparing D'Ieteren Auto for these challenges begins with developing a learning mindset among staff and providing them with learning facilities. In addition to helping employees develop their skills, D'Ieteren Auto is committed to keeping them happy. The efficiency of the business relies on its employees and their commitment to improving both personal and collective performances.
D'Ieteren Auto encourages people's personal and professional development through appraisals and coaching sessions. Jobs in the car sector rely on very specific technical skills, therefore the company promotes the participation in dedicated trainings and workshops.
The company also respects clear governance principlesin terms of fairness, transparency and dialogue. In particular, the CaReer Model has been set up to increase transparency in terms of expectations,skills and results, while offering career opportunities acrossthe business. A Succession Plan also exists to ensure a pipeline of potential successors for all key positions.
Employee welfare is also a priority. Among other advantages, homeworking is encouraged and was facilitated by a communication campaign called "Ho.ffice, another way to be @ work". The campaign was launched in September in order to determine the ideal homeworking conditions and facilitate access to all employees.
In terms of stress and burnout, employees can count on help from an internal person of trust or an external prevention advisor, as well as the offer of learning programmes (burnout prevention, time management, breathing and relaxation techniques, etc.) Individual coaching is provided to help employees cope with psycho-social issues.
MySkillCamp is a Learning Experience Platform aimed at putting the employees in the driving seat of their own personal development. It enables them to train in a continuous and autonomous way, including through e-learnings and webinars, and providesthem with an accessto a library containing 10,000 books. MySkillCamp was launched in a pilot phase in 2018 and will be rolled out in 2019 for all employees.
In terms of well-being, as from 2018 a medical check-up for the over-50s is offered 1x/3years (which 67 employees used in 2018).
D'Ieteren Auto will launch a recruitment campaign for MySkillCamp and make sure that at least 95% of employees have an active account. The tool will evolve into a Learning Experience Platform, allowing other personal development initiatives like mentoring.
In terms of well-being, the training offer will be expanded to include workshops on digital detox and healthy food. A workshop on cardiopulmonary resuscitation techniques (CPR) will also be proposed, including how to use an external defibrillator.
Each year, employees with 10 years of service in the company have the opportunity to visit the Volkswagen Group's factories and to celebrate together their collaboration decade.
D'Ieteren Auto is committed to the personal and professional development of its employees and the creation of a decent working environment.
Declaration by Responsible Persons Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Summarised Statutory Financial Statements 2018
Section 4
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
D'Ieteren Auto operates in the field of car & spare parts distribution and car maintenance, and the majority of the work takes place around potentially dangerous machinery and chemical products. Guaranteeing that employees are protected from all hazards in their daily work is one of D'Ieteren Auto's highest priorities. In addition, by promoting employee welfare, D'Ieteren Auto can prevent costs arising from staff injuries and absenteeism.
There is a zero-tolerance policy towards non-respect for safety standards. Workers in maintenance workshops carry out risk assessments, make inventories of protection and intervention measures and conduct workshops on fire prevention and safety.
Number of work accidents
Number of lost workdays
Initiatives in 2018 included: first aid trainings, firefighting training, training on high-voltage batteries and a risk analysis on fire safety.
D'Ieteren Auto aims to get as close as possible to zero incidents. While it recognizes the impossibility of eliminating all risk, the company aims to remain under the frequency rate and the global severity rate in the automobile sector. It also aims to reduce absenteeism as far as possible and to remain below the total private sector absenteeism rate (7% in 2017 in Belgium according to a Securex study).
D'Ieteren Auto is committed to the safety of its employees and the creation of a decent working environment.
D'Ieteren Auto's community engagement policy mainly relates to socially-responsible mobility. Connecting business and solidarity enables the company to maximise the impact of its philanthropic initiatives.
With its 'Give & Gain' philanthropy policy D'Ieteren Auto aims to support charities connected to its work. The policy contains three types of activity:
The 2018 Give and Gain mobility challenge enabled the purchase of prosthetic sporting limbs for disabled children.
Outcome of the D'Ieteren Mobility challenge:
In 2018, more than 300 employees walked, ran and pedalled about 80,000 km overall in support of charity projects related to sociallyresponsible mobility. The kilometres were converted into Euros via a dedicated application. The final amount was used to buy bicycles for children in need, as well as prosthetic sporting limbs for disabled children.
The Give & Gain Mobility Challenge will be held again in 2019 and will be associated with the annual call for projects. The money collected by staff, based on kms covered, will finance projects related to solidarity mobility set up after the call for projects from Belgian charities.
As a sponsor of long-term programmes closely linked to sociallyresponsible mobility, D'Ieteren Auto contributes to more accessible transportation systems with special attention to those in vulnerable situations.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 |
|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | information |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement |
Disclosure of non-financial Section 7 Share Information
D'Ieteren Auto has issued a Code of Ethics called "The Way We Work", which is personally handed to all new employees, and which remains easily accessible in its digital version on the company's Intranet site.
D'Ieteren Auto operates only in Belgium and complies with a strict social/legal framework that addresses areas like working conditions, health and safety requirements and collective bargaining regulations.
The Code of Ethics was revised in 2018 and published on the company intranet.
D'Ieteren Auto is committed to promoting a work environment in which people respect each other. Behaviour including harassment, intimidation, oppression, exploitation, discrimination, racism, sexism or homophobia is not tolerated. A speak-up policy has been put in place for people that have witnessed or been themselves the victim of inappropriate behaviour, discrimination or harassment.
The company also invests in employee safety, development and satisfaction (see Employee Wellbeing and Development aspect, p.129).
Furthermore, D'Ieteren Auto requires all of its new suppliers to adhere to its Procurement Charter, which implements the Ten Principles of the UN Global Compact (see Sustainable Procurement aspect p.128).
D'Ieteren Auto makes sure that individual rights are respected throughout the organisation.
Corruption, attempted corruption, fraud and money-laundering constitute a risk to both the employee and the company since they are a reason for legal pursuit and would affect the company's reputation.
No incidents linked to corruption or bribery were reported in 2018.
The company's Code of Ethics – "The Way We Work" – makes it clear that all employees must respect anti-corruption and anti-bribery laws. Corruption, attempted corruption, fraud and moneylaundering are not tolerated within the company. Gifts and invitations that employees receive from clients, suppliers or any other partners, or that employees offer to clients, must be in compliance with commercial practices and anti-bribery legislation.
D'Ieteren Auto plays its part in collective efforts to prevent corruption and bribery in all their forms.
D'Ieteren Auto is conscious of its responsibility to provide its employees with a fair workplace, in which everyone has the same opportunities, irrespective of factors like gender, age, culture or physical abilities.
Evolution of the ratio of female employees in managerial positions:
As clearly indicated in its Code of Ethics, D'Ieteren Auto guarantees equal opportunities in the workplace. Skills and performance are the only criteria that are considered when making decisions related to hiring, promotions or job rotations.
D'Ieteren Auto contributes to SDG 16, which aims, among other targets, to promote and enforce non-discriminatory laws and policies for sustainable development.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4
Summarised Statutory Financial Statements 2018 Section 5 Statement
Corporate Governance
Section 6
Disclosure of non-financial information
Section 7 Share
Information
Belron is the worldwide leader in vehicle glass repair and replacement, operating in 35 countries, through wholly-owned businesses and franchises, with market leading brands including Carglass®, Safelite® Autoglass and Autoglass®. In addition, it manages vehicle glass and other insurance claims on behalf of insurance customers. With its corporate purpose to "make a difference by solving people's problems with real care", Belron focuses on high-quality services that generate a very high level of customer satisfaction. Belron International Limited, based in the UK, acts as the global support centre for all operations, which are each run and managed locally by an executive team. In 2018, the Belron group had 30,567 people, 2,674 service centres and 10,730 mobile units.
Over the course of 2018, Belron continued to expand its services into the automotive damage and home damage repair and replacement markets. It acquired targeted businesses carrying out auto damage repair and replacement (ADRR) and home damage repair and replacement (HDRR) in various countries.
Belron has an active approach to corporate and social responsibility that is aligned to the United Nations Global Compact, to which it is a signatory. The basisfor itsimplementation isleft to the individual business units, which define their own strategy and objectives based on their local context. Thisis done with support and best practice guidance from Belron International.
The CSR strategy consists of programmes related to the environmental, social and ethical dimensions. The environmental programme focuses on a minimum, responsible use of resources, recycling where possible and reducing carbon emissions.
The social dimension is aimed at supporting numerous causes through its businesses' local Giving Back programmes, in line with the commitment to the societies in which it operates. With regards to ethics, it was decided in 2018 for each business unit to define its own code of conduct based on the Belron Guiding Principles and the Ten Principles of Sustainable Business under the United Nations Global Compact. This approach enables the business units to customise and personalise their codes of conduct to better reflect local policies and legislation, thereby making them more relevant to their employees. In 2019, all business units will implement their own codes through awareness and training programmes. This will ensure that all Belron people have a clear set of behavioural guidelines while providing an ethical framework for the business as a whole.
Belron's progress towards becoming a sustainable business is measured externally by Ecovadis using its sustainability platform. Ecovadis has been helping organisations assess and support their sustainability ambitions for over 10 years. The tool allows each of Belron's businesses to be externally assessed on their progress in meeting the Belron CSR strategy and objectives. The assessment evaluates the gap between the commitments outlined in the principles of the United Nations Global Compact and the current status of actions taken in each Belron business. It provides a benchmark against over 45,000 other organisations who have been assessed by Ecovadis from over 90 countries, and a scorecard which identifies specific and prioritised opportunities for improvement. The assessment also uses questions from other internationally-recognised CSR frameworks; ISO:26000 and the Global Reporting Initiative (GRI).
Each business is evaluated on the policies in place, the steps taken to implement those policies and the overall results of those actions. The evaluation assesses the activities relating to four themes: minimising the impact on the environment, labour practices and human rights, customer relations and fair business practices, and sustainable procurement. Once Ecovadis completes the analysis, each business receives a full scorecard and a rating score between 1 and 100. If the business scores 37 or above they receive a recognition level of Bronze, Silver or Gold. The scorecard provides guidance on areas to prioritise in order to make improvements. Each business unit is then responsible for defining its own action plan for improvement, with support from Belron International.
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
At the end of 2018 Belron had 10 businesses rated Gold and 10 rated Silver, six of which are within five points of being Gold rated. Overall, the Belron group has made good progress towards its target of having all its corporate businesses Gold-rated by the end of 2020, with the average score increasing to 60.4 in 2018.
Overall Belron Group Average External CSR Assessment Score (Ecovadis)
While the average score places Belron in the top 15% of the 45,000+ companies assessed by Ecovadis, there are some outstanding performers, with Carglass in France, Belgium and Italy being ranked in the top 1000 companies assessed.
In May 2018, the annual CSR Workshop saw Ambassadors from 10 Belron countries review progress and share best practices. Stress was placed on how creating a responsible and sustainable business supports the purpose and ambition of that business, and the role of the Ambassadors in inspiring and influencing it. Representatives from Ecovadis presented on changes and improvements to the platform and answered questions from the Group on the analysis of the assessments, the evidence and the scoring process. During the workshop, praise went to the best-performing countries: France, Belgium and Italy were recognised as achieving the highest assessment scores, with Turkey, the USA and Portugal being recognised as best improvers.
Section 2 2018
Full-Year Results
Section 3 Statements 2018
Consolidated Financial
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
As an international company with national businesses in six continents across the world, involving branches, warehouses and fleets, Belron has a direct and indirect impact on climate change.
Non-renewable energy sources, which contribute to climate change and air pollution, represent a risk for Belron due to volatility in pricing of fossil fuels and the ever-increasing burden of carbon and air pollution taxes. Stakeholders are also becoming increasingly concerned about climate change and expect demonstrable action from large companies such as Belron towards meeting the UN climate change target.
Efforts to reduce climate impact can also represent an opportunity as, in almost all its markets, Belron leads the way in offering a Repair First strategy, which on average reduces the carbon impact by 75% over replacement. Reducing energy consumption will also reduce the cost of doing business.
Since 2017 Belron has begun evaluating the potential for carbon offsetting. In 2018 the annual triathlon event (Spirit of Belron Challenge) and the biannual Best of Belron event were offset, in partnership with the French company EcoAct.
The purpose is to neutralise the environmental impact caused by gathering a large group of international gueststogether in a single location, by calculating the amount of CO2 created by the events. The amount is then offset through investing in a positive initiative in another part of the world. In this case, the project involves distributing 5,753 water filters in rural Kenya a project that has a positive social as well as environmental impact and will benefit over 54,000 local people.
Belron Group CO2 Intensity Over Time
©Lifestraw
Belron works hard to understand, measure and manage its environmental impacts. It monitors the carbon emissions directly under its control, such as those related to the energy consumption of its branches and its fleet, as well as scope 3 emissions related to travel and subcontracted logistics. Belron has developed and shared a carbon footprint reporting tool across all the corporate business units and supports them in measuring, managing and reducing their own carbon footprints.
In 2018 Belron saved 141,000 tonnes of CO2 through its Repair First strategy.
Overall, Belron has made progress in reducing its carbon emissions per job from 27.1kg in 2016 to 25.0 in 2018, representing an overall reduction of 7.7%.
Belron has improved the environmental part of its Ecovadis assessment score from being in the top 19th percentile in 2017 to the top 14th percentile in 2018.
Belron works hard to understand, measure and manage its impact on climate change, both locally and globally. In particular, it seeks to limit its emissions through its repair first strategy.
The UN Global Compact: Belron is committed to principles 7, 8 and 9 of the UN Global Compact, which address corporate responsibilities with regard to the environment.
In 2018 Belron opened its new European distribution centre in Bilzen, Belgium, bringing 5 sites into one building. Incorporating the latest environmental technology - including natural light collectors, solar panels, LED lighting and sophisticated HVAC building management controls - it will have a significant impact on reducing carbon emissions and energy use in 2019.
Belron launched a best practice environmental policy blueprint to help its different businesses to evaluate their environmental impact and the extent of their environmental risks such as noise, air or dust pollution, waste management, product safety and packaging. They can then assess what actions they should be taking to manage and minimise their impact.
Belron has also focused on monitoring and evaluating the potential for alternative fuel vehicles and has implemented the eNV200 all-electric van in high-job-density areas in France. There are major challenges with current technology development as commercially suitable hybrid or electric vans only have a real-world autonomy of around 100km, whereas Belron vans need on average 200km. The other major factor is how the vans are driven. A core project team was established in 2018 including France, Belgium, UK and the US to develop some group standards around driver behaviour based on best local practice, which will deliver recommendations for implementation in 2019. Evidence from work by Safelite shows that simple actions such as reducing idling time while the technician is serving customers and improving driver behaviour can have a big impact, and experience like this will be used to help create a best practice for the group.
Attendees at Belron's Fleet Manager Workshop, trialing recent electric vans models.
Belron will continue to apply its carbon offsetting programme to its global events planned for 2019 and implement group standards based on project team outcomes.
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Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Belron's biggest waste product by weight is the glass taken from the customers' vehicles. While it cannot be reused, there is an opportunity to recycle the glass into other products. Recycling the glass efficiently helps Belron to significantly reduce waste-related costs as well as to minimise its environmental impact.
There are only a small number of specialised laminated glass recycling centres across the world, which makes it more difficult to recycle windscreens than normal glass. However, where possible Belron uses its extensive distribution network to return waste glass from customer service centres to its central hubs. This reduces the costs and carbon emissions from local waste hauliers and allows Belron to partner with regional recycling centres close to their Distribution Centres. In Europe, glass is returned to Belron's European hub in Belgium where itisrecycled by two partners, Maltha and GRL. In the US, Safelite has set up a partnership with Shark Solutions to establish two bespoke laminated glass recycling centres, the second of which was opened in 2018. Safelite now has the opportunity to increase its glass recycling to around 90% of its operation.
The glass separator used by Safelite's partner, Shark Solutions, to recycle windscreens.
The 'Repair First' strategy plays a role in the company's continuous effort to reduce waste by avoiding the need to replace glass.
However, when repair is not possible, Belron aims to recycle the glass waste using innovative approaches and supplier partnerships.
Where recycling in its operating countries is not in place or is inadequate, Belron has evaluated alternative options such as reverse logistics and partnering with local recycling companies to increase the percentage of products recycled.
With other waste streams Belron aims firstly to minimise use by setting technical standards for the amount of product needed during each job and secondly, to define clearly what to do with specific waste streams to maximise recycling.
Waste sources and treatment methods in 2018
| 19.3% | Waste volume avoided doing repair jobs |
|---|---|
| 36.2% | Glass recycled |
2016 2017 2018
Glass waste reycled Other waste to incineration Glass waste to landfill Other waste to recycling
Waste increased due to an 8% increase in windscreen replacements.
60.2
Care for the Environment (Ecovadis)
2nd Assessment 61.7
3rd Assessment (2018)
3.1 million repairs saving 44,985 tonnes of glass waste
In 2018 Belron's overall average external assessment score for its approach to managing its impact on the environment was 61.7, placing Belron in the top 14% of all companies assessed by Ecovadis.
In 2018 Safelite extended its glass recycling potential from 70% to 90% by opening a West Coast facility in addition to its East Coast facility.
Belron's ambition is to recycle 100% of its glass waste and to work with its recycling partners and business units to extend its ability to recycle all glass.
Belron aimsto achieve environmentally-sound management of glass and other materials throughout their life cycle, in accordance with agreed international frameworks, in order to minimize their adverse impacts on human health and the environment. In addition, Belron works to substantially reduce waste generation through prevention, reduction,
Assessment score
The UN Global Compact: Belron is committed to principles 7,8, 9 of the UN Global Compact, which address corporate responsibilities with regard to the environment.
recycling and reuse.
55.9
1st Assessment
D'Ieteren I Financial and directors' report 2018 I 135
Section 1
Declaration by Responsible Persons
Section 2 2018 Full-Year Results Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
Innovation is an important area for Belron, which invests heavily in ensuring that it is at the forefront of glass and vehicle technology in order to be well prepared for changes in the VGRR* and ADRR** markets. In addition, it focuses on developing new tools and techniques to support the business in operating efficiently and safely both for its customers and its people.
Amongst other examples, maintaining Belron's market leading Glass Medic repair system and HPX resin technology has been important to maximise repair potential, to offer customers high quality service and to lower the cost of fixing damaged vehicle glass.
Case study : safer windscreen cut
Belron has continually pioneered better and safer ways of cutting out windscreens. By replacing knives with the patented Eziwire, the cut-out process became much easier and safer for the technician. The metal wire used originally has now been replaced by an innovative fibre-line which removes the risk of damaging the car while allowing the line to be reused multiple times, rather than once, as was the case for the metal wire.
Belron has its own dedicated research and development division, Belron Technical. This is a team of innovators and thinkers – all focused on driving technical standards and developing innovations that break new ground in vehicle glass repair and replacement.
Belron also invests in other central functional areas such as purchasing, distribution, operations support, customer insight, marketing, digital and people development.
All of these efforts help Belron maintain its market leadership position and offer cutting edge services to its customers.
R&D annual budget: EUR 2.7 million in 2018
In 2018 significant steps forward were made in Belron's ability to offer ADAS (Advanced Driver Assistance System) calibration services to all its customers. This was a combination of product development, tools and training, and partnerships with third party companies to extend the product offering towards 100% of all ADAS customers in a more seamless way.
This was underpinned by research at the Motor Industry Research Association into the impact of correctly and incorrectly calibrated vehicles to ensure a clear understanding of the standards and risks associated. Belron is now a leader in this technology through its in-house expertise and independent third-party testing.
Extending Belron's offering by adding centrally-tested and developed added-value products such as rain repellant and windscreen wipers has been another key addition that is driving both customer satisfaction and sales value.
* Vehicle Glass Repair and Replacement
** Automotive Damage Repair and Replacement
One of Belron's key challenges with ADAS is to be able to calibrate newly-released models as it can take up to a year before the existing calibration tools are updated with the new software. In 2019 Belron is looking at innovative ways of utilising vehicle manufacturer tools and software to enable calibration of vehicles as soon as they come off the production line. While this will add additional costs, it will also allow all customers to have a seamless customer service experience when they bring their vehicles to Belron.
Belron has also been carrying out detailed customer research across different countries to validate what customers expect from Belron and how best to deliver it. These insights will be prioritised and developed into group-wide projects in the coming year.
Belron aimsto achieve higher levels of economic productivity through diversification, technological upgrading and innovation.
Section 1 Declaration by
Responsible Persons
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4
Summarised Statutory Financial Statements 2018 Statement
Section 5 Corporate Governance
Disclosure of non-financial
Section 6
information
Section 7 Share Information
SUSTAINABLE PROCUREMENT
Almost 40% of Belron's turnover is spent on buying products and services from other companies. The majority by value is the glass but there are many other products, such as glue, repair resin, trims and mouldings, tools and uniforms. First and foremost, Belron needs to be sure that the suppliers' business ethics reflect its own, as they become part of the value chain delivered to the customer. While Belron has been doing this in the past, more and more legislation is being introduced that requires more diligence and clear evidence that companies like Belron are validating how suppliers manages their business and how it sources its products - for example on questions of modern slavery, anti-bribery and corruption and scope 3 emissions. In addition, suppliers with poor financial or operational management pose a risk to the continuity of the supply chain. From a brand perspective, if suppliers are using unethically sound practices or sub-suppliers this can reflect negatively on the reputation of Belron.
Belron's new distribution center in Bilzen, Belgium.
Belron manages a number of suppliers through group wide purchasing agreements and performs various on-site audits, external assessment and contractual discussions to ensure that suppliers are fit for purpose and meet Belron's exacting standards.
Each Belron business unit has its own process of managing the risk and sustainability criteria of its local suppliers. This is evaluated as part of the businesses' CSR assessment and benchmarking programme using the Ecovadis platform.
64% of all centrally-managed suppliers have been assessed, equivalent to 33% of the total group spend.
In 2018 Belron's overall average external assessment score was 52.1 (level 'Confirmed') for its Sustainable Procurement approach. This places Belron in the top 19% of all companies assessed by Ecovadis.
In 2018 Belron implemented a new process for the approval of both new and existing centrally managed suppliers.
Every Group supplier now undergoes an assessment of their financialstanding, legal compliance, risk management, and CSR performance. The latter is done through the Ecovadis platform, which ensures that all suppliers meet the latest standards across all areas.
Suppliers are required to pass all parts of the process to be officially approved for use, score at least a silver rating, and must demonstrate ongoing improvement in order to remain a Belron-approved supplier.
Belron aims to have all suppliers (incl. local business unit suppliers) assessed and managed according to their risk profile. In the longer term the ambition is to have a gold-rated sustainable supply chain as assessed by Ecovadis. Belron International has also adopted a lead accountability for the procurement of indirect materials. This will lead to more consistency in the assessment of sustainable procurement approaches, especially with larger regional or global suppliers.
Belron seeks to procure quality products from responsible and sustainable sources and to minimize the environmental and negative social impact of its value chain.
2018 Full-Year Results
Section 2
Section 3 Statements 2018
Consolidated Financial
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
The Belron customer sits at the heart of the business and the company's purpose to 'solve problems with real care'. To maintain its position in the market and to grow, Belron needs an experienced, highly trained technician team with the right piece of quality glass at the right time and place, for every job.
Failure to do this would impact the customer experience and run the risk of breaching fitting standards, which could in turn impact customer safety and the reputation of the Belron business.
The company offers an omni-channel experience to customers; they can make contact by phone, online or by visiting a branch.
When a replacement is required, the work is performed by Belron's highly skilled technicians. The products and training are designed to deliver a service that is equivalent to the Original Equipment Manufacturer (OEM)standards. When applicable, technicians will also recalibrate the car's Advanced Driver Assistance Systems (ADAS), which is paramount to ensuring the safety of customers on the road. Furthermore, the Repair First strategy saves customers both time and money.
Belron works in partnership with the insurance companies to provide a seamless service for the motorist by making the vehicle insurance claim on the motorists' behalf.
It constantly reviews operational quality and monitors how customers feel about the service they receive, using thisto drive an even betterservice. The company commitsto responding positively and promptly to customer claims, enquiries and complaints made in good faith.
To regularly measure customer satisfaction across each of its businesses, Belron asks customers to rate on a scale of one to ten, "How likely are you to recommend us to a colleague or friend?" (Net Promoter Score). Thisregular feedback score and verbatim comments enablesthe company to maintain and improve its high standard of customer service.
Belron consistently achieves a global score of over 80 (an NPS score of over 70 is considered world class) despite the rise in the number of customers served:
2018: 17.8m consumers - NPS 82.8 2017: 16.5m consumers - NPS 83.1 2016: 15.4m consumers - NPS 82.6
A breakthrough during 2018 was the ability to recognise customers further upstream on their individual service journeys and then track them as they move between channels. This provides the capability to identify and address pain points not previously understood, thereby putting Belron in a better place to convert more jobs and to do so more effectively.
A new internal awareness programme was developed and began to be rolled out in the second half of 2018. The programme highlights the importance of ADAS and the need to identify and carry out calibration correctly and safely.
Belron will continually look at ways of improving the customer journey, moving towards its ambition to be the world's best distress service provider.
By the quality of its service, Belron contributes to reducing the number of global deaths and injuries from road traffic accidents.
Belron contributes to achieving higher levels of economic productivity through diversification, technological upgrading and innovation.
Section 2 Full-Year Results
2018
Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Belron employees are at the very core of the business' quality of service. Therefore, their well-being and engagement are paramount, especially if we consider Belron's purpose to 'solve people's problems with real care'. Furthermore, fostering employees' well-being is increasingly relevant in attracting and retaining talent to the business.
Belron celebrated many of their people through the annual global recognition scheme - the Belron Exceptional People Awards - celebrating 63 outstanding people across the business, with individual countries recognising far more people across their own operations.
In October, the Group People team, which looks at ways to provide support and share best practice across the business, held an Engagement Forum, where representatives from 16 countries shared best practices and agreed on actions that would help to increase engagement. The team also introduced a Quarterly People Leader meeting for European countries to again share good practice and discuss areas where they can work together to make improvements.
Belron will continue to use the BPM measure with the primary purpose to stimulate discussion and actions aimed at improving the engagement and well-being of Belron people.
More than offering a decent work environment, Belron's aspiration is for all its employees to feel that it is "the best place they will ever work". Thereby, it also fosters productive behavior, customer orientation and strong performance.
The UN Global Compact: Belron is committed to principles 3, 4, 5, 6 of the UN Global Compact, which address corporate responsibilities towards labour.
Management approach
Belron aspires to providing its people with a working environment that is "the best place they will ever work".
Whilst each Belron business has its own policies and procedures in place with regards to people management, the core culture is maintained across the Group. The Spirit of Belron is described in four dimensions: Care, Driven, Collaborative and Genuine. The last attribute encompasses the business's Guiding Principles of Integrity, Respect and Trust.
With over 30,000 people across the business in different roles, Belron recognises the areas that contribute to an employee's overall wellbeing:
For these areas to be meaningful for Belron people, the business units have many programmes in place that include training and career development, recognition programmes, flexible working, feedback and community involvement.
The Belron People Measure survey continues to have a consistent response rate of over 50%, which is important as the business wants to hear from as many people as possible. The average score (out of 10) across the business year on year is as follows:
There is no central Belron target in place, however each business does agree its own target score at the beginning of each year.
The Ecovadis CSR assessment tool rates Belron in the top 16% of businesses in the same industry, for the area of Labour Practices & Human Rights. This theme looks at the policies in place, actions to implement the policies and the results in the following areas: health & safety, development, training, social dialogue, benefits, percentage of women in top executive positions and integration of senior employees.
140 I
Section 1 Declaration by
2018 Full-Year Results
Section 2
Section 3
Section 4
Summarised Statutory Financial Statements 2018 Section 5
Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
The 'Care' attribute is a key component of the Belron culture. By promoting health and safety training and overall employee well-being, injuries and absenteeism along with their associated costs and legal consequences can be avoided, as can distress to employees and their families.
Every two years, each Belron business holds a fitting competition to communicate, demonstrate and reinforce standards of safety, quality and customer service, as well as recognising and rewarding the best technicians. The top technician from each country then competes at an international final where the winner is crowned the 'Best of Belron'. In June 2018, 30 technicians competed for the title in Frankfurt, Germany with Rick Beasley of Safelite winning, making it a back-to-back win for the USA.
The Belron Technical team has been working to develop a group-wide external certification of the Belron training programmes by the Institute of the Motor Industry. This will start to be implemented in 2019, with the accreditation of the Belron Way of Fitting and of the central Belron Training Team. This will ensure that the internal training programmes retain their status as an industry benchmark for windscreen technicians.
Safety training continues to be monitored and changes to equipment will be made where necessary.
Through respecting standards and setting ambitious programmes aimed at increasing employee safety, Belron contributes to promoting labour rights and to ensuring a safe and secure working environment for all its staff.
Belron believes in creating a safe working environment for its people and customers. The business commits to providing everyone with the correct training and skills to feel confident in their role, including stringent safety procedures for technicians so that they can deliver the highest technical standards.
Belron developed safety standards that are embedded in the Belron Way of Fitting. This is the method, tools, training and assessments developed and implemented across the group by Belron's technical team. This includes Quality Starts with Safety - an awareness training on the importance of following the correct process when replacing a windscreen and the consequences of not doing so; 1-2-3-Easy - a training programme on how technicians can avoid injury while doing their job; and the STOP programme - how technicians should look after Self, Tools, Organise their work and use the right Processes.
In addition, each business is responsible for implementing the necessary measures to comply with their national requirements and many businesses have dedicated Health and Safety and/or Internal Audit personnel to audit their procedures as well as highly-skilled trainerstomonitor and update training as needed.
Each business is required to report on a monthly basis the number of registered occupational accidents according to their local legislations. As a whole, a decline in the work accidents has been observed in 2018 compared to 2017. The company is currently looking into ways to consolidate these figures per business into one company indicator.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
Belron believesit has a responsibility to give back to the communities where it operates and in South Africa, where the roots of the business lie.
'Giving Back' is a key aspect of Belron culture, demonstrating the 'Care' attribute of the Spirit of Belron.
By involving the passion and energy of its people, these activities have a positive impact not only on the communities where the business operates, but also on staff engagement.
In November, members of the Belron International team who organise the Spirit of Belron Challenge visited Afrika Tikkun's Community Centres of Excellence in Johannesburg and Cape Town to see the impact of the fundraising efforts. They met the Afrika Tikkun staff who deliver the programmes and chatted with many of the young beneficiaries. They also assisted those with disabilities by doing gardening, cooking, reading stories and much more. A highlight was visiting the Belron Training Centre that opened in 2017, offering professional and life skills training for young people as they transition from school to employment.
Belron is committed to making a meaningful impact on society, which is why its businesses and people across the world choose their own community initiatives and organisations to support. Each business sets its own 'Giving Back' agenda and through this approach, sees a greater sense of personal involvement and achievement amongst its employees Support is provided in many ways including financial donations, volunteering time,sharing resources or participating in sporting events, all of which help to improve staff well-being.
Total fundraising:
2018 EUR 1.2 million 2017 EUR 1.2 million
2018 EUR 3.45 million 2017 EUR 3.25 million
The Spirit of Belron Challenge - which raises funds for Belron's global charity partner Afrika Tikkun - has been running for 17 years, during which time it raised over EUR 10 million. This has had a huge impact on the lives of thousands of young South Africans around Johannesburg and Cape Town who have been supported by the charity's 'cradle to career' model.
In 2018 over 2,200 Belron people, their families and friends, and business partners swam, cycled and ran in the torrential rain truly embracing the Belron 'spirit'.
Belron and its businesses will continue to look at how they can have a positive impact on the communities in which they operate as well as providing continued support for Afrika Tikkun.
Through the Belron/Afrika Tikkun partnership the charity is able to support over 17,000 beneficiaries across many programmes in their 'cradle to career' model.
Responsible Persons
Section 1 Declaration by Full-Year Results Section 3 Statements 2018
Consolidated Financial
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7 Share Information
ETHICAL PRINCIPLES I RESPECT FOR HUMAN RIGHTS
Human rights are a fundamental pillar of ethics and the Belron Guiding Principles support this. The company has established clear standards for itself and expects similar standards from its partners.
Section 2 2018
A breach of these standards not only impacts those involved but the adverse publicity could also have a detrimental impact on a brand or brands.
Belron is in the top 16% of all businesses assessed by Ecovadis, with a score of 61.7 for labour practices and human rights, which cover respect for human rights within the workplace, employee well-being and employee health and safety.
Belron registered 8 Original Incident Reports through its central Speak Up line.
Human rights are addressed in Belron's ethics policy and Guiding Principles as well as through the programme in place to assess suppliers. Belron people treat each other with respect and ensure that their activities do not contribute directly or indirectly to human rights abuses. The business adheres to and promotes clear ethical standards for itself and expects similar standards from all third parties who work with Belron or on its behalf.
The company's Guiding Principles commit to promoting a culture of respect and equal opportunity in which individual success depends solely on a staff member's personal ability and contribution. It also commits to promoting an open and fair recruitment process, hiring and promoting people on the basis of their ability for a role and their appreciation, respect and alignment with the Belron culture.
Belron outlaws the use of child labour in any form. It does not employ anyone below the age of 16 or the local legal minimum employment age should this be different in a country it operates in. It will not use suppliers who use child labour in any manner. All of its employees, contractors and suppliers' working conditions are required to be compliant with national legislation and in cases where this is deemed insufficient, with the relevant International Labour Organisation Standards. In no instance will inhumane treatment of its people or those in its supply chain be acceptable, including any form of forced labour, physical punishment or other abuse.
In 2018, Belron International and Belron UK once again published theirslavery and human trafficking statements in response to the UK Modern Slavery Act. These statements set out the approach to addressing the risk as well as the due diligence process.
Through its Guiding Principles and its CSR benchmarking programme, Belron has systems in place to ensure that the Articles of the United Nations Universal Declaration of Human Rights are assessed, prioritised and implemented as they apply to its sphere of influence.
Whilst the approach to the Code of Ethics was decentralised, Belron retains the centrally facilitated Speak Up line through a third-party provider, Expolink. The communication best practice shared with the businesses emphasized the importance of encouraging and supporting people to speak up with any ethical concerns they may have. While Belron encourages the raising of concerns within the local country, the Speak Up line is provided as an additional channel to raise concerns confidentially.
Belron makes sure that individual rights are respected throughout the organisation within its sphere of influence.
Belron is committed to principles 1 and 2 of UN Global Compact, which address corpo-
rate responsibilities with regard to human rights.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory
Financial Statements 2018 Section 5 Corporate Governance Statement
Disclosure of non-financial information
Share Information
Section 7
Why it is material
Belron's Guiding Principles are explicit: it will not tolerate any form or attempts of corruption or bribery either towards or by its people or partnersregardless of local customs and business practices.
A breach of this could seriously damage the reputation of the business and result in legal consequences.
In the Fair Business Practices area, Belron's average benchmarking assessment results show that it is in the top 5% of all businesses assessed by Ecovadis. For this area of the assessment, the businesses need to provide information about their policies, actions and results in relation to anti-bribery and corruption, conflict of interest, fraud, money laundering, anti-competitive practices, truthfulness of marketing and advertising messages as well as data protection and privacy.
Section 6
The Belron Guiding Principles are in place and upheld to ensure that offences such as bribery and corruption are not tolerated within the business. Anti-bribery and corruption is one area of compliance that the Group Legal team promotes throughout the business. The approach is business-unit and market-specific and therefore the policies and procedures adopted depend on a number of factors, including the relevant risk and local rules in each business unit country. In higher-risk jurisdictions, more stringent measures are put in place to help prevent bribery and corruption.
The Legal team provides training and awareness sessions to all businesses on anti-corruption law and anti-corruption policies to ensure that each business continues to compete fairly and in compliance will all applicable anti-bribery laws.
Belron contributes to reducing corruption and bribery in all their forms.
Belron is committed to principle 10 of the UN Global Compact, which addresses corporate responsibilities in the fight against corruption.
Section 2 Full-Year Results
2018
Section 3 Consolidated Financial
Statements 2018
Section 4 Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information Share Information
Section 7
Moleskine is a premium aspirational lifestyle brand with global reach. It is synonymous with culture, travel, memory, imagination and personal identity. A symbol of contemporary nomadism, its product range encompasses notebooks, diaries, journals, bags, writing instruments, reading accessories and hybrid products that migrate content from paper to digital devices and vice versa. Moleskine has its fingers on the pulse of contemporary creativity and is present across a network of websites, blogs, online groups and virtual archives, not least within the brand's own online community, myMoleskine.
Moleskine is a creative company enjoying steady growth. It has about 490 employees and a vast network of partners and consultants. Though headquartered in Milan, Italy, the Group also has Moleskine America, based in New York, and Moleskine Asia in Hong Kong.
The Group designs and sells its products through a multichannel distribution platform in more than 115 countries. The production itself is outsourced to partner suppliers.
With a mission statement dedicated to supporting our users in expanding knowledge, creativity and individual expression, the question of sustainability has always been at the heart of Moleskine's concerns.
Moleskine's most valuable creative capital is of course its own people, for whom it aims to provide a fair and enriching work environment. In 2019, Moleskine's People Strategy will focus primarily on reconnecting and engaging staff with the company purpose. To pursue this objective, the Executive Team has identified the corporate culture as the prime motor for embracing and manifesting the company's purpose in everyday life. This year will therefore see numerousinitiatives designed to enrol the entire Group into embodying the core cultural valuesthat are essential to "leading the Moleskine way".
Consistent with this mission, the non-profit Moleskine Foundation was launched in 2017. The Foundation – which is fully aligned with the values and beliefs of the company – fosters creativity for social change through a number of educational initiatives, with a focus on communities affected by cultural and social deprivation.
The company is also aware that its products use natural resources. It therefore seeks to balance economic benefit and environmental protection in its activities, developing them with respect for current environmental regulations while bearing in mind the rights of future generations. As the company operates primarily as a distributor, most of its environmental footprint comes from the operations of its suppliers. It therefore ensures that its values are respected throughout the supply chain.
Section 1 Declaration by Responsible Persons
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6 Disclosure of non-financial
information
Section 7
Share Information
Moleskine's business model is based on the conception and creation of consumer goods. Therefore, a substantial part of the environmental impact stems from the design and manufacture of new products. Taking environmental criteria into account and considering the products' full lifecycle at the design stage is crucial to minimizing waste and increasing the recyclability of materials. This perspective goes beyond the product to include the packaging.
Failure to comply with environmental standards and regulations can lead to additional costs and potentially harm the company's reputation.
But adapting to the growing demand of clientsto reduce the environmental footprint of the products they are using also creates a great business opportunity for Moleskine.
Snow White Limited Edition Notebooks Paperband B-side.
Moleskine takes environmental criteria into account when designing new products. Finding the right balance between quality and minimizing the environmental impact is a significant challenge. In Moleskine's sustainable product development process, a significant area of focus is increasing the re-usability of packaging. Two examples are:
93% of paper products in the 2018 catalogue have a reusable paperband.
In 2019 the company will continue working on re-usable packaging in order to reduce its environmental impact.
Moleskine aims to contribute to reducing waste generation through prevention, reduction, recycling and reuse.
Moleskine must exercise responsibility when choosing the materials it uses in its products, since such choices will inevitably impact the world's resources. Even though Moleskine does not produce its products, it designs them and initiates their production. It ensures the resources are sourced responsibly with respect for the environment.
The use of chemicals can also affect the health of end consumers. This can represent a risk for the brand's good reputation as well as costs associated with the non-compliance with standards and regulations.
One of Moleskine's priorities is to find a balance between ensuring high product quality and using sustainable materials to make those products. Moleskine is aware of its responsibility to ensure the resources it uses are sourced with respect for the environment. The main material used is paper. Paper is a sustainable raw material when sourced responsibly. Given current deforestation concerns, Moleskine's policy is to ensure that the paper used comes from sustainably-managed sources. Hence, all of its paper products must meet the FSC standard. Moleskine also ensures that the chemicals used in the production process by its suppliers comply to regulations and do not impact health and the environment. To this end, all its paper is acid-free and ECF (elementary chlorine free). Also, all products and materials comply to major international regulations such as REACH and Proposition 65.
Moleskine will continue applying the same high standards to all materials used to produce its products (paper, cardboard, polypropylene, polyurethane, polyester, nylon, fabrics and textiles, metals, ABS plastic, EVA rubber, real leather).
By ensuring that all its paper products come from responsibly- managed forest, Moleskine contributes to SDG 15 which aims to promote the implementation of sustainable management of all types of forest, halt deforestation, restore degraded forests and substantially increase afforestation and reforestation globally.
The company also contributes to SDG 12 as, by respecting the above-mentioned regulations, Moleskine aims to reduce the impact of the materials it uses on the environment and human health.
2018 Full-Year Results
Section 2
Section 3 Consolidated Financial
Statements 2018 Section 4
Summarised Statutory Financial Statements 2018 Section 5 Corporate Governance Statement
Section 6
information
Disclosure of non-financial
What we achieved in 2018
quarters.
Way forward
environmental impact.
In line with Moleskine's resolution to increase the use of renewable energy, 60 solar panels covering a total of 97,50 square meters were installed in 2018 on the roof of the Milan head-
Moleskine also reached several agreements with Milan's public transport operator (ATM), including favourable conditions for Moleskine
Solar panel in Milan HQ will be activated in 2019. Moleskine will also explore relevant and meaningful ways to assess Moleskine's global
employees who buy season tickets.
Climate change is one of the biggest challenge facing society. Moleskine has a direct and indirect environmental impact, which results respectively from its own operations (product design and distribution) and from the activities of its supply chain (product manufacturing).
Moleskine takes steps to shrink its own – direct - environmental footprint by improving the energy efficiency of its offices and by promoting sustainable mobility for its employees. In 2019 the company has started to reflect on ways to assess Moleskine's global – indirect - environmental impact.
15,000 kWh annual estimated renewable electricity production starting from the activation of the solar panels in Milan.
By implementing climate change measures, Moleskine contributes to SDG 13, which involves taking action to combat climate change and its effects.
Most of Moleskine's products are supplied by producers located in China, Vietnam, India, Pakistan and Europe.
Since Moleskine initiates the production process at its suppliers, it ensures these suppliers respectthe existing social and ethicalstandards.
Failure by suppliers to comply with standards of ethical conduct could be reflected on Moleskine's reputation.
Moleskine has processes in place to ensure their suppliers' commitment to social well-being.
Moleskine asks its vendors to comply with the company's Code of Ethics, which aims to reaffirm the Group's deep-seated commitment to meeting the highest standards of legal and ethical conduct in its commercial dealings.
Next to this, Moleskine's purchasing conditions require suppliers located in India, China, Vietnam and Pakistan to guarantee that every stage of their production chain complies with the SA8000 International Responsibility Standard. This standard applies to all working conditions and covers safety, hygiene, under-age workers and non-voluntary work (exploitation), the legitimacy of employment contracts and the environment. The company verifies whether suppliers are certified during the vendor selection process. Moleskine asks companies that are not certified to begin the certification process and monitors their progress.
By the end of 2019 Moleskine wants to ensure that general purchase conditions are implemented by all main suppliers selected in 2018.
Moleskine's procurement policy contributesto SDG 8, which aimsto protect labour rights and to promote safe and secure working environments for all workers.
Section 7
Section 2 2018
Full-Year Results
Section 3 Consolidated Financial
Statements 2018 Section 4
Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance
Statement
Section 6
information
Disclosure of non-financial
Section 7
Share Information
INNOVATION
Moleskine caters for creative consumers who are open to new ideas and ways of increasing productivity/self-expression. Among Moleskine's target audiences are digitallyconnected professionals, knowledge workers and students who are used to the convenience of digital technology but who still enjoy creating plans and developing ideas on paper first.
By delivering meaningful and innovative products, services and business practices, Moleskine has the opportunity to answer an important need of an ever-growing audience.
The Pen+ Ellipse seamlessly combines the everyday experience of writing and creating by hand with the digital world.
The company dedicates significant energy to identifying areas for innovation across every product category, while also seeking ways to innovate internal processes, the business model and overall corporate culture.
In particular, Moleskine's Digital Development and R&D departments actively seek to intercept emerging trends and mindstyle changes.
Digital Innovation cell spent circa EUR 500,000 in 2018.
Strong employee engagement with the corporate culture and goals, and staff retention are crucial to the long-term success of the business.
Staff training at Moleskine
Since 2018, Moleskine took an integrated approach under the "Total Rewards System". The TRS implies that investment in people is not only related to monetary status (basic salary and variable incentive bonus), but is also related to a more general investment in the corporate well-being of staff (workplace, learning, engagement). In terms of learning, Moleskine provides its employees with professional learning, personal development programmes and technical training. Moleskine is also committed to using internal job rotation before hiring external candidates.
In Q1 2018 Moleskine ran two world-wide climate surveys with its people, both qualitative and quantitative. The purpose of the surveys was to let people freely express on their satisfaction and trust toward the company and to receive key feedbacks on the improvement areas.
• In 2018, Moleskine launched a Smart Working policy on a global scale, which allows
In 2018, the Digital Development and R&D departments sought to identify solutions to bridge the analogue-digital continuum, creating a connection between digital and paper products. Examples of key projects are:
Moleskine will focus on consumers, deepening its understanding of how Moleskine can provide meaningful innovation.
By constantly innovating with the launch of new original products (including its M+ collection), Moleskine contributes to SDG 8, which aims to achieve higher levels of economic productivity through diversification, technological upgrading and innovation.
employees to work remotely, in accordance with corporate regulations, to improve worklife balance, individual performance and satisfaction.
In 2019, Moleskine will proceed with a groupwide roll-out of its corporate values – called "Pillars" – that were identified in 2018.
Moleskine is committed to the development of its employees and wants to contribute to creating a decent working environment.
2018 Full-Year Results
Section 2
Section 3 Statements 2018
Consolidated Financial
Section 4 Summarised Statutory Financial Statements 2018
Section 5 Corporate Governance Statement
Section 6
Disclosure of non-financial information
Section 7
Share Information
It is part of Moleskine's DNA to sustain creativity and critical thinking in the community.
Moleskine believes that community engagement can create opportunities to engage creative people.
Moleskine has a twofold approach to community engagement:
A number of activities aim to nurture the brand's close relationship with its community. This involves curated events that take place in its physical and digital spaces. Through content platforms such as the Moleskine Café and FOLD Magazine, the company invites high-profile authors and emerging talents to share their stories, in turn inspiring the audience and elevating the brand.
The Moleskine Foundation is a non-profit organisation that provides young people with unconventional educational tools and experiences that help foster critical thinking, creativity and life-long learning, with a focus on communities affected by cultural and social deprivation.
The company has recently strengthened its relationship with the Moleskine Foundation in a joint mission to create co-curated cultural formats that leverage creativity as an engine for positive social change.
Among initiatives in 2018 aimed at sustaining creativity within the creative audience, Moleskine partnered with a number of high-profile institutions around the world such as the National Geographic and the Hong Kong Film Festival.
In its triennial 2018-2020 business plan, Moleskine has approved the yearly designation of a sizeable contribution (1% of EBITDA each year, or EUR 500,000, whichever is higher) that will cover the structural costs of the Foundation and allow it to have a sustainable, longterm vision. Henceforth, 100% of the resources received by the Foundation can go directly to creating a positive social impact.
The 10 years ofshared value and expertise have allowed Moleskine and the Moleskine Foundation to develop a new innovative partnership model of social engagement that brings together a non-profit organisation and a business to create a more significant social impact on a larger scale. The Moleskine company is committed to collaborating with the Moleskine Foundation by putting its network, its people and its infrastructure at the disposal of the Foundation.
Through the Moleskine Foundation, Moleskine contributes to SDG 4, which aims to increase the number of youth and adults with
relevant skills, including technical and vocational skills, that will create decent employment opportunities and encourage entrepreneurship.
Moleskine is committed to meeting the highest standards of legal and ethical conduct in its employee management and commercial dealings. Non-compliance with standards and regulations can bring costs and reputational damages.
Management approach and result of the policy
The legal and ethical standards that Moleskine adheres to are described in the company's Code of Ethics, adopted in 2013. All of Moleskine's employees must accept the Code when joining the company, as must all vendors who supply Moleskine with finished products.
The company considers unacceptable any type of violence, harassment or undesirable conduct that violates the dignity of a person. All those who observe or are the victim of any form of harassment (sexual or linked to personal, cultural or religious diversity) are asked to report this to the relevant managers or to the Supervisory Board.
The company aims to propagate and reinforce a safety culture by developing awareness of risks, and developing knowledge of, and compliance with, current prevention and protection legislation, promoting responsible behaviour on the part of all workers. No employee or contractor may expose others to risks and dangers that might cause harm to their health or physical safety, and each worker is responsible for and must act to ensure effective management of workplace health and safety.
As mentioned above, Moleskine requires its suppliers to guarantee that every stage of their chain of production complies with the SA8000 International Social Responsibility Standard (which covers, amongst other points, working conditions, under-age workers and non-voluntary work).
Moleskine makes sure that individual rights are respected throughout the organisation.
Section 2 2018 Full-Year Results Section 3 Consolidated Financial Statements 2018
Section 4 Summarised Statutory Financial Statements 2018
Management approach and result of the policy
Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information
Section 7 Share
Contact with public authorities must only be handled by individuals expressly authorised for this task and are guided by the need for the utmost honesty and transparency. Any forms of attempted or actual corruption and bribes can represent a reputational risk and lead to legal fines.
In 2018 no cases of corruption or bribery were
registered by the Supervisory Board.
Moleskine contributes to global efforts to counter corruption and bribery in the corporate sector.
Key indicator
Moleskine promotes diversity, rejects all forms of discrimination and applies the same standard of treatment toward each employee regardless of their religion, nationality, origin, gender or beliefs. Any episode of discrimination would put Moleskine's reputation at risk. Furthermore, a lack of diversity within the organisation would reduce the benefit for the business of mixing different genders, mindsets, cultural and professional backgrounds.
In Moleskine's working environment 65.8% of employees are women, more than 25 nationalities are represented and 47.5% of the top and middle management are women.
Moleskine recognises the importance of its employees as one of the fundamental factors in achieving corporate objectives, and adopts procedures and techniques for recruiting, development, evaluation and training aimed at providing equal opportunities without discrimination on the basis of gender, age, sexual orientation, religious beliefs or any other factor.
Staff are recruited on the basis of their experience, their attitudes and their skills. Recruitment and internal promotions are based exclusively on the correspondence between expected and required profiles.
Moleskine contributes to SDG 16, which aims, among other targets, to promote and enforce non-discriminatory laws and policies for sustainable development
Section 5 Corporate Governance
Statement
Section 6
Disclosure of non-financial information
| Minimum lot | 1 share |
|---|---|
| ISIN code | BE0974259880 |
| Reuters code | IETB.BR |
| Bloomberg code | DIE:BB |
On 31 December 2018, the D'Ieteren share had the following weighting in Euronext indices:
| 2018 | ||
|---|---|---|
| Performance | -12.3% | |
| Total shareholder return1 | -6.8% | |
| Average price (EUR) | 36.11 | |
| Maximum price (EUR) | 40.08 | 06/09/2018 |
| Minimum price (EUR) | 32.36 | 27/12/2018 |
| Average volume (in units) | 42,142 | |
| Maximum volume (in units) | 192,953 | 22/06/2018 |
| Minimum volume (in units) | 8,649 | 27/08/2018 |
1 Based on gross dividend
| Section 1 | Section 2 | Section 3 | Section 4 | Section 5 | Section 6 | Section 7 |
|---|---|---|---|---|---|---|
| Declaration by | 2018 | Consolidated Financial | Summarised Statutory | Corporate Governance | Disclosure of non-financial | Share |
| Responsible Persons | Full-Year Results | Statements 2018 | Financial Statements 2018 | Statement | information | Information |
| 01/01/2009 - 31/12/2018 | Share price | ||
|---|---|---|---|
| EUR | |||
| Performance | 338.3% | 60 | |
| Total shareholder return 1 | 470.2% | 50 | |
| 40 | |||
| Average price (EUR) | 34.67 | 30 | |
| Maximum price (EUR) | 49.85 | 14/06/2011 | 20 |
| Minimum price (EUR) | 7.56 | 02/01/2009 | |
| 10 | |||
| Average volume (in units) | 52,823 | 0 | |
| Maximum volume (in units) | 675,467 | 29/02/2012 | 01/09 01/10 01/11 01/12 01/13 01/14 01/15 01/16 01/17 01/18 |
| Minimum volume (in units) | 3,900 | 24/12/2009 |
1 Based on gross dividends
Detailed and historic information on the share price and the traded volumes are available on the website of D'Ieteren (www.dieteren.com).
If the allocation of results proposed in Note 20 of this report is approved by the Ordinary General Meeting of 6 June 2019, a gross ordinary dividend of EUR 1.00 per share will be distributed. The dividend will be paid starting on 14 June 2019.
| General Meeting & Trading update 6 June 2019 | |
|---|---|
| Dividend ex date 12 June 2019 | |
| Dividend payment date 14 June 2019 | |
| 2019 Half-Year Results 28 August 2019 |
E-mail: [email protected] Website: www.dieteren.com
VAT BE 0403.448.140 – Brussels RPM
Information about the group (press releases, annual reports, financial calendar, share price, financial information, social documents…) is available, mostly in three languages (French, Dutch and English), on www.dieteren.com or on request.
Ce rapport est également disponible en français. Dit verslag is ook beschikbaar in het Nederlands.
PRINT'IN s.a. D'Ieteren n.v. rue du Mail, 50 B-1050 Brussels Belgium Tel. : + 32 2 536 52 48 [email protected]
John Stapels, François de Ribaucourt, and Volkswagen, Audi, Škoda, SEAT, Bentley, Lamborghini, Porsche, Yamaha, Belron and Moleskine photo libraries.
The major trading brands of the Belron group: Belron®, Autoglass®, Carglass®, Lebeau®, Vitres d'autos, Speedy Glass®, Safelite® AutoGlass, O'Brien® and Smith&Smith® are trademarks or registered trademarks of Belron Group S.A. and its affiliated companies.
This Annual Report contains forward-looking information that involves risks and uncertainties, including statements about D'Ieteren's plans, objectives, expectations and intentions. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of D'Ieteren. Should one or more of these risks, uncertainties or contingencies materialize, or should any underlying assumptions prove incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. As a result, D'Ieteren does not assume any responsibility for the accuracy of these forward-looking statements.
www.dieteren.com/en
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