Quarterly Report • Aug 1, 2016
Quarterly Report
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| HALF-YEARLY | ||||||
|---|---|---|---|---|---|---|
| FINANCIAL | ||||||
| REPORT | ||||||
| AS OF JUNE 30, |
2016 | |||||
| www.legrand.com | ||||||
| 1 | Half-yearly report for the six months ended June 30, 2016 |
2 |
|---|---|---|
| 2 | Interim consolidated financial statements as of June 30, 2016 |
12 |
| 3 | Statutory auditors' report on interim consolidated financial statements |
65 |
| 4 | Responsibility for the half-yearly financial report |
68 |
The following review of Legrand's financial position and the results of operations should be read in conjunction with the consolidated financial statements and the related notes for the six-month period ended June 30, 2016 as set out in chapter 2 of this half-yearly financial report and other information included in the Registration Document (Document de référence) filed with the French Autorité des marchés financiers (AMF) on March 30, 2016, under number D. 16-0232. The Company's financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) and the IFRS Interpretations Committee's guidance as adopted by the European Union. This review also includes forward-looking statements based on assumptions about the company's future business. Actual results could differ materially from those contained in these forward-looking statements.
All percentages may be calculated on non-rounded figures and may therefore differ from percentages calculated on rounded figures.
Legrand is the global specialist in electrical and digital building infrastructure. Its full range of products and systems suitable for the international commercial, industrial, and residential segments of the low-voltage market makes Legrand a benchmark for customers worldwide. The Group markets its products under internationally recognized general brand names, including Legrand and Bticino, as well as under well-known local and specialist brands. Legrand, which is close to its markets and focuses on its customers, has commercial and industrial operations in nearly 90 countries.
Legrand generated sales of €4,809.9 million in 2015, of which more than 80% was generated outside France, and recorded an adjusted operating margin of 19.3% of sales.
Legrand's financial position and results of operations are reported on the basis of five geographic zones that correspond to the regions of origin of invoicing. Information concerning the results of operations and financial positions for each of these five geographic zones is presented for the first six months of 2016 and 2015 in Note 2.2 to the consolidated financial statements set out in chapter 2 of this halfyearly financial report. Each zone represents either a single country or the consolidated results of a number of countries and distinct markets. These five geographic zones are:
Since local market conditions are the determining factors in business performance and net sales by zone, consolidated financial information for multi-country zones does not accurately reflect financial performance in each national market.
Furthermore, products may be manufactured and sold locally or imported from or exported to another Group entity. These factors may make it difficult to compare results for different geographic zones. Consequently, with the exception of information relating to net sales, the discussion of results below focuses primarily on consolidated results, with reference to national markets where these have a material impact on consolidated accounts.
Legrand has been actively pursuing targeted and bolt-on acquisitions, and since the beginning of the year, the Group has already concluded seven transactions, representing annual sales totaling nearly €160 million.
Luxul Wireless, the US leader in audio/video infrastructure products (wireless routers, access points and switches) for residential buildings and small- to mid-size commercial buildings. Luxul Wireless solutions are an ideal complement to Legrand's generalist US offering of structured cabling for housing (On-Q). Luxul Wireless employs around 30 people and reports annual sales of over \$20m;
Fluxpower in Germany and Primetech in Italy, both specialized in UPS1 , which together employ nearly 60 people and report combined annual sales of almost €9 million;
Based on acquisitions already announced and their likely date of consolidation, external growth should account for over +4% of growth in consolidated sales in 2016.
Legrand is also continuing to expand in connected offerings. The move that began with the launch of the Eliot program and was confirmed in 2015 (when sales of connected products rose 34% in total during the year) has continued successfully. A wide range of connected offerings have been rolled out since the beginning of the year, including the Class 300X door entry system and the MyHome Play user interface. More generally, the Group is ahead of schedule in implementing targets set in the Eliot program.
| Six months ended June 30 | |||||
|---|---|---|---|---|---|
| (in € millions) | 2016 | 2015 | |||
| Net sales | 2,448.4 | 2,411.7 | |||
| Operating expenses | |||||
| Cost of sales | (1,142.8) | (1,153.4) | |||
| Administrative and selling expense | (674.5) | (664.1) | |||
| Research and development expense | (118.1) | (109.3) | |||
| Other operating income (expense) | (42.2) | (28.3) | |||
| Operating income | 470.8 | 456.6 | |||
| Financial expense | (50.0) | (45.6) | |||
| Financial income | 4.4 | 5.9 | |||
| Exchange gains (losses) | (0.2) | 1.0 | |||
| Total net financial expense | (45.8) | (38.7) | |||
| Income before taxes | 425.0 | 417.9 | |||
| Income tax expense | (139.8) | (133.8) | |||
| Share of profits (losses) of equity-accounted entities | (0.3) | 0.0 | |||
| Net income | 284.9 | 284.1 | |||
| Of which: | |||||
| – Net income excluding minorities | 283.5 | 283.4 | |||
| – Minority interests | 1.4 | 0.7 |
1 UPS: Uninterruptible Power Supply.
2 Legrand holds 80% of equity.
The table below presents the calculation of adjusted operating income (defined as operating income adjusted for amortization of revaluation of intangible assets at the time of acquisition and for expense/income relating to acquisitions, and, where applicable, for impairment of goodwill), and maintainable adjusted operating income (i.e., excluding restructuring charges) for the periods under review:
| Six months ended June 30 | |||
|---|---|---|---|
| (in € millions) | 2016 | 2015 | |
| Net income | 284.9 | 284.1 | |
| Share of profits (losses) of equity-accounted entities | 0.3 | 0.0 | |
| Income tax expense | 139.8 | 133.8 | |
| Exchange (gains) losses | 0.2 | (1.0) | |
| Financial income | (4,4) | (5.9) | |
| Financial expense | 50.0 | 45.6 | |
| Operating income | 470.8 | 456.6 | |
| Amortization and costs related to acquisitions | 21.9 | 21.5 | |
| Impairment of goodwill | 0.0 | 0.0 | |
| Adjusted operating income | 492.7 | 478.1 | |
| Restructuring charges | 13.5 | 12.8 | |
| Maintainable adjusted operating income | 506.2 | 490.9 |
Consolidated net sales rose 1.5% to €2,448.4 million in the first six months of 2016, compared with €2,411.7 million in the first six months of 2015, reflecting the combined impact of:
• +1.9% organic1 rise in sales,
Organic changes in net sales by destination (local market of the end customer) from the first six months of 2015 to the first six months of 2016 were as follows:
| France | - 2.7% |
|---|---|
| Italy | + 4.3% |
| Rest of Europe | + 6.0% |
| North and Central America | + 5.7% |
| Rest of the world | - 2.0% |
| TOTAL | + 1.9% |
1 Organic: at constant scope of consolidation and exchange rates.
France. Sales in France for the first half of 2016 came to €457.4 million compared with €466.7 million in the first half of 2015, down a total -2.0% reflecting a +0.7% change in scope of consolidation corresponding primarily to the integration of IME over six months and -2.7% organic evolution over the period, including -1.5% in the second quarter which benefited from a favorable calendar effect. This calendar effect should be reversed in the second half, particularly in the third quarter.
Yet leading indicators for new residential and non-residential construction have improved since the beginning of the year, a trend that should only be reflected in Legrand's activity with several quarters' lag.
Italy. Net sales in Italy rose a total +6.0% to €270.7 million in the first half of 2016 compared with €255.3 million in the first half of 2015. This reflects a +1.6% change in scope of consolidation and +4.3% organic growth. This good performance benefited from the successful launch of the new range of Class 300X connected door entry systems over the first half, along with one-off projects in energy distribution.
Rest of Europe. Net sales in the Rest of Europe zone rose a total +3.4% to €426.7 million in the first half of 2016, compared with €412.8 million in the first half of 2015. This reflects a +2.7% increase in scope of consolidation, primarily inclusion of IME and Raritan for six months; the unfavorable -5.1% impact of exchange-rate fluctuations; and +6.0% organic growth. Several mature countries reported healthy growth, including Germany, Austria and Southern Europe (Spain, Greece and Portugal), as did many new economies Romania, Hungary, Slovakia and the Czech Republic. More specifically, sales in Russia rose in the first half. In addition, it is indicated that the United Kingdom, where sales showed a modest rise in the first half of 2016, accounts for around 2.5% of total Group sales. 1
North and Central America. Net sales in the North and Central America zone rose a total +11.4% to €674.2 million in the first half of 2016, compared with €605.0 million in the first half of 2015. This increase reflects a +6.7% change in scope of consolidation, corresponding primarily to the consolidation of Raritan and Qmotion over six months; the unfavorable -1.2% impact of exchange-rate fluctuations; and +5.7% organic growth. In the US alone, Legrand recorded organic growth of +5.5%. In a construction market that remains well-oriented, Legrand outperformed trends in market indicators, a good performance driven in particular by the continued success of its Digital Lighting Management offering in highly energy-efficient lighting control, plus good showings in the non-residential segment. Excluding these one-off effects, sales in the United States showed an organic rise in the neighborhood of +3%, in line with the estimated trend in Legrand's market. The Group also turned in a healthy rise in sales in Mexico and in other countries in the region as a whole.
Rest of the World. Net sales in the Rest of the World zone came to €619.4 million in the first half of 2016, compared with €671.9 million in the first half of 2015, down -7.8%. This reflected a +2.1% change in the scope of consolidation corresponding primarily to the integration of Raritan over six months, an unfavorable exchange-rate effect of -7.9% and a -2.0% organic decline in sales. Healthy rise in sales in countries including India, Chile, Colombia and Algeria did not offset the decline in Brazil and in certain countries in Asia and the Middle East. In China more particularly, after the non-recurring positive impact of government measures at the beginning of the year, the market resumed its downward trend, and all in all Legrand's sales in China were flat in the first half.
The table below shows a breakdown of changes in net sales by destination (local market of the end customer) for the 6-month period ending June 30, 2016 and 2015.
| 6-month period ending June 30 | ||||||
|---|---|---|---|---|---|---|
| (€ million except %) | 2016 | 2015 | ||||
| € | % | € | % | |||
| Net sales by destination | ||||||
| France | 457.4 | 18.7 | 466.7 | 19.4 | ||
| Italy | 270.7 | 11.1 | 255.3 | 10.6 | ||
| Rest of Europe | 426.7 | 17.4 | 412.8 | 17.1 | ||
| North and Central America | 674.2 | 27.5 | 605.0 | 25.1 | ||
| Rest of the world | 619.4 | 25.3 | 671.9 | 27.8 | ||
| TOTAL | 2,448.4 | 100.0 | 2,411.7 | 100.0 |
1 Based on average exchange rates for the first half of 2016 and annual sales of the last acquisitions.
The table below presents the components of changes in net sales by destination (client markets).
| Net sales € millions, except % |
1st half 2015 |
1st half 2016 |
Total change |
Change in scope of consolidation |
Organic growth(1) |
Exchange rate effect |
||
|---|---|---|---|---|---|---|---|---|
| France | 466.7 | 457.4 | - 2.0% | 0.7% | - 2.7% | 0.0% | ||
| Italy | 255.3 | 270.7 | 6.0% | 1.6% | 4.3% | 0.0% | ||
| Rest of Europe | 412.8 | 426.7 | 3.4% | 2.7% | 6.0% | - 5.1% | ||
| North and Central America | 605.0 | 674.2 | 11.4% | 6.7% | 5.7% | - 1.2% | ||
| Rest of the World | 671.9 | 619.4 | - 7.8% | 2.1% | - 2.0% | -7.9% | ||
| CONSOLIDATED TOTAL | 2,411.7 | 2,448.4 | 1.5% | 3.0% | 1.9% | -3.3% | ||
| (1) At constant scope of consolidation and exchange rates |
The table below presents the components of changes in net sales by origin of invoicing.
| Net sales € million, except % |
1st half 2015 |
1st half 2016 |
Total change |
Change in scope of consolidation |
Organic growth(1) |
Exchange rate effect |
|---|---|---|---|---|---|---|
| France | 524.3 | 511.0 | - 2.5% | 1.1% | - 3.6% | 0.0% |
| Italy | 268.7 | 286.8 | 6.7% | 2.6% | 4.0% | 0.0% |
| Rest of Europe | 405.4 | 412.8 | 1.8% | 1.9% | 5.6% | - 5.4% |
| North and Central America | 620.3 | 688.0 | 10.9% | 6.9% | 4.9% | -1.1% |
| Rest of the World | 593.0 | 549.8 | -7.3% | 1.7% | - 0.1% | -8.8% |
| CONSOLIDATED TOTAL | 2,411.7 | 2,448.4 | 1.5% | 3.0% | 1.9% | -3.3% |
(1) At constant scope of consolidation and exchange rates
The consolidated cost of sales decreased 0.9% to €1,142.8 million in the first half of 2016, compared with €1,153.4 million in the first half of 2015. This was primarily due to:
partially offset by:
As a percentage of net sales, the cost of sales was down from 47.8% in the first half of 2015 to 46.7% in the first half of 2016.
Administrative and selling expense rose to €674.5 million in the first half of 2016, compared with €664.1 million in the first half of 2015. This was essentially attributable to:
partially offset by:
Expressed as a percentage of sales, administrative and selling expense held steady at 27.5% in the first half of 2016.
| Calculation of research and development expenditure in the six months ended June 30 |
|||
|---|---|---|---|
| (€ millions) | 2016 | 2015 | |
| Research and development expense | (118.1) | (109.3) | |
| Amortization related to acquisitions and R&D tax credit | (1.6) | (2.8) | |
| Amortization of capitalized development expense | 13.3 | 12.9 | |
| R&D expense before capitalized development expense | (106.4) | (99.2) | |
| Capitalized development expense | (14.6) | (13.2) | |
| Research and development expenditure for the period | (121.0) | (112.4) |
In accordance with IAS 38 "Intangible Assets", Legrand has implemented an internal measurement and accounting system for development expense to be recognized as intangible assets. On this basis, €14.6 million in development expense was capitalized in the first half of 2016 compared with €13.2 million in the first half of 2015.
Research and development expense totaled €118.1 million in the first half of 2016 compared with €109.3 million in the first half of 2015.
Excluding the impact of the capitalization of development costs and purchase accounting charges relating to acquisitions, as well as the tax credit for research & development activities, R&D expenditure stood at €121.0 million in the first half of 2016 (4.9% of net sales), compared with €112.4 million in the first half of 2015 (4.7% of net sales).
During the first half of 2016, Legrand thus actively pursued its commitment to innovation as a driver of organic growth.
In the first six months of 2016, other operating expense totaled €42.2 million compared with €28.3 million in the same period of 2015.
Consolidated operating income rose 3.1% to stand at €470.8 million in the first half of 2016 compared with €456.6 million in the first half of 2015. This increase resulted from:
partially offset by:
Consolidated operating income came to 19.2% of net sales in the first half of 2016, compared with 18.9% in the first half of 2015.
Adjusted operating income is defined as operating income adjusted for amortization of revaluation of intangible assets at the time of acquisition and for expense/income relating to acquisitions, and, where applicable, for impairment of goodwill.
Adjusted operating income rose 3.1% to stand at €492.7 million in the first half of 2016 compared with €478.1 million in the first half of 2015, and broke down as follows by geographical zone:
In the first half of 2016, adjusted operating margin before acquisitions1 stood at 20.3% of sales.
Compared with adjusted operating margin in the first half of 2015 (+19.8%), the +0.5 point increase is mainly due to a good operating performance against a backdrop of rising sales.
Taking acquisitions into account, the group's adjusted operating margin came to 20.1% of sales in the first half of 2016.
Finance expense stood at €50.0 million in the first half of 2016 compared with €45.6 million in the first half of 2015. Financial income came to €4.4 million in the first half of 2016 compared with €5.9 million in the first half of 2015. Net financial expense rose 14.9% in the first six months of 2016 from the same period of 2015, accounting for 1.9% of sales compared with 1.6% in the first half of 2015. This was due in particular to the December 2015 issue of a bond to anticipate refinancing of the bond maturing in February 2017.
Exchange losses amounted to €0.2 million in the first six months of 2016, compared with a €1.0 million gain in the same period of 2015.
1 At 2015 scope of consolidation
Consolidated income tax expense amounted to €139.8 million in the first half of 2016 compared with €133.8 million in the first half of 2015. The effective tax rate stood at 32.9% in the first six months of 2016 compared with 32.0% in the same period of 2015.
Net income rose 0.3% to €284.9 million in the first half of 2016 compared with €284.1 million in the first half of 2015. This reflects:
• a good operating performance, with a €14.2 million rise in operating profit
offset by:
The table below summarizes cash flows for the six-month periods ended June 30, 2016 and June 30, 2015:
| Six months ended June 30 | ||
|---|---|---|
| (€ millions) | 2016 | 2015 |
| Net cash from operating activities | 249.7 | 297.1 |
| Net cash from investing activities* | (447.6) | (95.5) |
| Net cash from financing activities | (351.2) | (325.4) |
| Effect of exchange rates changes on cash impact | (8.0) | 10.7 |
| Increase (reduction) in cash and cash equivalents | (557.1) | (113.1) |
| * of which capital expenditure and capitalized development costs | (59.2) | (55.6) |
For more details of Legrand's cash flows, see the consolidated statement of cash flow in the Group's consolidated financial statements presented in chapter 2 of this half-yearly financial report.
Net cash provided by operating activities stood at €249.7 million at June 30, 2016 compared with €297.1 million at June 30, 2015. This €47.4 million decrease was due primarily to changes in current operating assets and liabilities, which set cash used at €130.8 million in the first half of 2016 compared with €84.2 million in the same period of 2015, or €46.6 million more. The decrease was rounded out by cash flow from operations (defined as net cash generated by operating activities, plus or minus changes in current operating assets and liabilities) reaching €380.5 million at June 30, 2016 compared with €381.3 million on June 30, 2015.
Net cash used in investing activities for the six months ended June 30, 2016 amounted to €447.6 million compared with €95.5 million for the period ended June 30, 2015. This increase mainly reflects the faster pace of acquisitions in the first half of 2016, which saw seven transactions completed compared with three acquisitions announced in the first half of 2015.
Capital expenditure and capitalized development costs amounted to €59.2 million in the first half of 2016 (including €14.6 million in capitalized development costs), or a 6.5% rise compared with investments and capitalized development costs of €55.6 million in the period ending June 30, 2015 (of which €13.2 million in capitalized development costs).
Net cash used for financing activities amounted to €351.2 million in the first half of 2016, including primarily the payment of dividends in an amount of €307.1 million and €65.1 million representing mainly net buybacks of treasury stock. In the first half of 2015, net cash used in financing activities amounted to €325.4 million, including primarily the payment of dividends in an amount of €293.1 million and €40.7 million representing mainly net buybacks of treasury stock.
Gross debt (defined as the sum of long-term and short-term borrowings, including commercial paper and bank overdrafts) came to €1,903.6 million at June 30, 2016 compared to €1,616.5 million at June 30, 2015. Cash and cash equivalents amounted to €528.8 million at June 30, 2016, compared to €615.3 million at June 30, 2015. Net debt (defined as gross debt less cash and cash equivalents) totaled €1,374.8 million at June 30, 2016 compared to €1,001.2 million at June 30, 2015.
The ratio of consolidated net debt to consolidated shareholders' equity was around 37% at June 30, 2016, compared with 28% at June 30, 2015.
At June 30, 2016 gross debt consisted of:
Readers should refer to Note 5.2 to the consolidated financial statements for the six-month period ended June 30, 2016, presented in chapter 2 of this half-year financial report, which details information relating to corporate officers.
Readers should refer to chapter 3 and to Note 5.1 in chapter 8 of the Registration Document (Document de référence) filed with the French Autorité des Marchés Financiers (AMF) on March 30, 2016 under number D.16-0232, which discuss the main risk factors of a nature to adversely affect the group's position and risk management.
Legrand fully confirms its 2016 targets1 :
organic growth in sales of between -2% and +2%
adjusted operating margin before acquisitions (at 2015 scope of consolidation) of between 18.5% and 19.5% of sales
Legrand will also pursue its strategy of value-creating acquisitions.
1 Readers are invited to refer to paragraph 5.13 in chapter 5 of the Registration Document (Document de référence) filed with the French Autorité des Marchés Financiers (AMF) on March 30, 2016 under number D.16-0232 for the complete phrasing of Legrand's 2016 targets
LEGRAND CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2016
| Consolidated key figures | 14 |
|---|---|
| Consolidated statement of income | 15 |
| Consolidated balance sheet | 16 |
| Consolidated statement of cash flows | 18 |
| Consolidated statement of changes in equity | 19 |
| Notes to the consolidated financial statements | 20 |
| (in € millions) | st half 2016 1 |
st half 2015 1 |
|---|---|---|
| Net sales | 2,448.4 | 2,411.7 |
| Adjusted operating profit(1) | 492.7 | 478.1 |
| As % of net sales | 20.1% | 19.8% |
| 20.3% before Acquisitions* |
||
| Operating profit | 470.8 | 456.6 |
| As % of net sales | 19.2% | 18.9% |
| Net income excluding minority interests | 283.5 | 283.4 |
| As % of net sales | 11.6% | 11.8% |
| Normalized free cash flow(2) | 317.6 | 326.7 |
| As % of net sales | 13.0% | 13.5% |
| Free cash flow(3) | 191.2 | 242.2 |
| As % of net sales | 7.8% | 10.0% |
| Net financial debt at June 30(4) | 1,374.8 | 1,001.2 |
*At 2015 scope of consolidation.
The reconciliation of consolidated key figures with the financial statements is available in the appendices to the first-half 2016 results press release.
| 6 months ended | |||
|---|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 | |
| Net sales (Notes 2.1 and 2.3.1) | 2,448.4 | 2,411.7 | |
| Operating expenses (Note 2.4) | |||
| Cost of sales | (1,142.8) | (1,153.4) | |
| Administrative and selling expenses | (674.5) | (664.1) | |
| Research and development costs | (118.1) | (109.3) | |
| Other operating income (expenses) | (42.2) | (28.3) | |
| Operating profit | 470.8 | 456.6 | |
| Financial expenses | (50.0) | (45.6) | |
| Financial income | 4.4 | 5.9 | |
| Exchange gains (losses) | (0.2) | 1.0 | |
| Financial profit (loss) | (45.8) | (38.7) | |
| Profit before tax | 425.0 | 417.9 | |
| Income tax expense (Note 2.5) | (139.8) | (133.8) | |
| Share of profits (losses) of equity-accounted entities | (0.3) | 0.0 | |
| Profit for the period | 284.9 | 284.1 | |
| Of which: | |||
| - Net income excluding minority interests | 283.5 | 283.4 | |
| - Minority interests | 1.4 | 0.7 | |
| Basic earnings per share (euros) (Note 4.1.3) | 1.063 | 1.065 | |
| Diluted earnings per share (euros) (Note 4.1.3) | 1.053 | 1.053 |
| 6 months ended | |||
|---|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 | |
| Profit for the period | 284.9 | 284.1 | |
| Items that may be reclassified subsequently to profit or loss | |||
| Translation reserves (Note 4.3.2) | (6.2) | 95.9 | |
| Income tax relating to components of other comprehensive income Items that will not be reclassified to profit or loss |
(7.0) | 9.1 | |
| Actuarial gains and losses (Note 4.5.1.1) | (15.3) | (5.0) | |
| Deferred taxes on actuarial gains and losses | 4.0 | 3.1 | |
| Comprehensive income for the period | 260.4 | 387.2 | |
| Attributable to: | |||
| - Legrand | 258.9 | 386.3 | |
| - Minority interests | 1.5 | 0.9 |
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| ASSETS | ||
| Non-current assets | ||
| Intangible assets (Note 3.1) | 1,852.8 | 1,822.0 |
| Goodwill (Note 3.2) | 3,113.8 | 2,776.3 |
| Property, plant and equipment (Note 3.3) | 565.6 | 562.2 |
| Investments in equity-accounted entities | 3.1 | 0.0 |
| Other investments | 14.8 | 18.3 |
| Other non-current assets | 5.9 | 6.4 |
| Deferred tax assets (Note 4.7) | 109.3 | 114.9 |
| Total non-current assets | 5,665.3 | 5,300.1 |
| Current assets | ||
| Inventories (Note 3.4) | 684.5 | 680.3 |
| Trade receivables (Note 3.5) | 664.0 | 545.4 |
| Income tax receivables | 23.8 | 28.6 |
| Other current assets (Note 3.6) | 169.7 | 170.0 |
| Marketable securities | 0.0 | 2.5 |
| Other current financial assets | 0.7 | 0.7 |
| Cash and cash equivalents (Note 3.7) | 528.8 | 1,085.9 |
| Total current assets | 2,071.5 | 2,513.4 |
| Total Assets | 7,736.8 | 7,813.5 |
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Share capital (Note 4.1) | 1,068.3 | 1,067.7 |
| Retained earnings (Notes 4.2 and 4.3.1) | 2,904.0 | 3,006.2 |
| Translation reserves (Note 4.3.2) | (282.4) | (276.1) |
| Equity attributable to equity holders of Legrand | 3,689.9 | 3,797.8 |
| Minority interests | 10.7 | 9.6 |
| Total equity | 3,700.6 | 3,807.4 |
| Non-current liabilities | ||
| Long-term provisions (Notes 4.4 and 4.5.2) | 114.3 | 108.8 |
| Provisions for post-employment benefits (Note 4.5.1) | 171.8 | 170.6 |
| Long-term borrowings (Note 4.6.1) | 1,510.9 | 1,823.2 |
| Other non-current liabilities | 0.4 | 0.4 |
| Deferred tax liabilities (Note 4.7) | 673.5 | 656.4 |
| Total non-current liabilities | 2,470.9 | 2,759.4 |
| Current liabilities | ||
| Trade payables | 525.7 | 531.3 |
| Income tax payables | 54.9 | 41.0 |
| Short-term provisions (Note 4.4) | 78.7 | 104.8 |
| Other current liabilities (Note 4.8) | 511.4 | 501.3 |
| Short-term borrowings (Note 4.6.2) | 392.7 | 67.9 |
| Other current financial liabilities | 1.9 | 0.4 |
| Total current liabilities | 1,565.3 | 1,246.7 |
| Total Equity and Liabilities | 7,736.8 | 7,813.5 |
| 6 months ended | ||
|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 |
| Profit for the period | 284.9 | 284.1 |
| Adjustments for non-cash movements in assets and liabilities: | ||
| – Depreciation and impairment of tangible assets (Note 2.4) | 47.1 | 47.7 |
| – Amortization and impairment of intangible assets (Note 2.4) | 22.6 | 21.5 |
| – Amortization and impairment of capitalized development costs (Note 2.4) | 13.1 | 14.4 |
| – Amortization of financial expenses | 1.2 | 1.1 |
| – Impairment of goodwill (Note 3.2) | 0.0 | 0.0 |
| – Changes in long-term deferred taxes | 8.4 | 5.0 |
| – Changes in other non-current assets and liabilities (Notes 4.4 and 4.5) | 6.7 | 3.4 |
| – Unrealized exchange (gains)/losses | (4.6) | 3.5 |
| – Share of (profits) losses of equity-accounted entities | 0.3 | 0.0 |
| – Other adjustments | 0.6 | 0.3 |
| – (Gains)/losses on sales of assets, net | 0.2 | 0.3 |
| Changes in working capital requirement: | ||
| – Inventories (Note 3.4) | (1.0) | (55.6) |
| – Trade receivables (Note 3.5) | (118.2) | (136.1) |
| – Trade payables | (1.2) | 58.2 |
| – Other operating assets and liabilities (Notes 3.6 and 4.8) | (10.4) | 49.3 |
| Net cash from operating activities | 249.7 | 297.1 |
| – Net proceeds from sales of fixed and financial assets | 0.7 | 0.7 |
| – Capital expenditure (Notes 3.1 and 3.3) | (44.6) | (42.4) |
| – Capitalized development costs | (14.6) | (13.2) |
| – Changes in non-current financial assets and liabilities | 11.5 | 2.2 |
| – Acquisitions of subsidiaries, net of cash acquired (Note 1.3.2) | (400.6) | (42.8) |
| Net cash from investing activities | (447.6) | (95.5) |
| – Proceeds from issues of share capital and premium (Note 4.1.1) | 2.9 | 14.5 |
| – Net sales (buybacks) of treasury shares and transactions under the liquidity contract (Note 4.1.2) |
(65.1) | (40.7) |
| – Dividends paid to equity holders of Legrand (Note 4.1.3) | (307.1) | (293.1) |
| – Dividends paid by Legrand subsidiaries | (0.4) | 0.0 |
| – Proceeds from new borrowings and drawdowns (Note 4.6.1) | 3.4 | 0.0 |
| – Repayment of borrowings (Note 4.6.1) | (4.0) | (10.8) |
| – Debt issuance costs | 0.0 | 0.0 |
| – Net sales (buybacks) of marketable securities | 2.5 | 0.6 |
| – Increase (reduction) in bank overdrafts | 16.6 | 5.9 |
| – Acquisitions of ownership interests with no gain of control (Note 1.3.2) | 0.0 | (1.8) |
| Net cash from financing activities | (351.2) | (325.4) |
| Effect of exchange rate changes on cash and cash equivalents | (8.0) | 10.7 |
| Increase (decrease) in cash and cash equivalents | (557.1) | (113.1) |
| Cash and cash equivalents at the beginning of the period | 1,085.9 | 726.0 |
| Cash and cash equivalents at the end of the period (Note 3.7) | 528.8 | 612.9 |
| Items included in cash flows: | ||
| – Free cash flow (Note 2.2) | 191.2 | 242.2 |
| – Interest paid* during the period | 61.0 | 60.4 |
| – Income taxes paid during the period | 99.0 | 63.8 |
* Interest paid is included in the net cash from operating activities.
| Actuarial Share Retained Translation gains and Minority Total (in € millions) capital earnings reserves losses Total interests equity As of December 31, 2014 1,065.4 2,813.6 (281.8) (49.2) 3,548.0 10.4 3,558.4 Profit for the period 283.4 283.4 0.7 284.1 Other comprehensive income 9.1 95.7 (1.9) 102.9 0.2 103.1 Total comprehensive income 292.5 95.7 (1.9) 386.3 0.9 387.2 Dividends paid (293.1) (293.1) 0.0 (293.1) Issues of share capital and premium 2.8 11.7 14.5 14.5 Cancellation of shares acquired under the share buyback program (1.6) (16.8) (18.4) (18.4) Net sales (buybacks) of treasury shares and transactions under the liquidity contract (22.3) (22.3) (22.3) Change in scope of consolidation (4.6) (4.6) (0.4) (5.0) Current taxes on share buybacks (0.3) (0.3) (0.3) Share-based payments 2.7 2.7 2.7 As of June 30, 2015 1,066.6 2,783.4 (186.1) (51.1) 3,612.8 10.9 3,623.7 Profit for the period 267.2 267.2 0.7 267.9 Other comprehensive income 2.0 (90.0) (0.1) (88.1) (0.4) (88.5) Total comprehensive income 269.2 (90.0) (0.1) 179.1 0.3 179.4 Dividends paid 0.0 0.0 (1.7) (1.7) Issues of share capital and premium 1.1 4.5 5.6 5.6 Cancellation of shares acquired under the share buyback program 0.0 0.0 0.0 0.0 Net sales (buybacks) of treasury shares and transactions under the liquidity contract 0.8 0.8 0.8 Change in scope of consolidation (4.0) (4.0) 0.1 (3.9) Current taxes on share buybacks (0.2) (0.2) (0.2) Share-based payments 3.7 3.7 3.7 As of December 31, 2015 1,067.7 3,057.4 (276.1) (51.2) 3,797.8 9.6 3,807.4 Profit for the period 283.5 283.5 1.4 284.9 Other comprehensive income (7.0) (6.3) (11.3) (24.6) 0.1 (24.5) Total comprehensive income 276.5 (6.3) (11.3) 258.9 1.5 260.4 Dividends paid (307.1) (307.1) (0.4) (307.5) Issues of share capital and premium (Note 4.1.1) 0.6 2.3 2.9 2.9 Cancellation of shares acquired under the share buyback program (Note 4.1.1) 0.0 0.0 0.0 0.0 Net sales (buybacks) of treasury shares and transactions under the liquidity contract (Note 4.1.2) (65.1) (65.1) (65.1) Change in scope of consolidation (0.7) (0.7) 0.0 (0.7) Current taxes on share buybacks (0.1) (0.1) (0.1) Share-based payments (Note 4.2) 3.3 3.3 3.3 As of June 30, 2016 1,068.3 2,966.5 (282.4) (62.5) 3,689.9 10.7 3,700.6 Net of deferred taxes |
Equity attributable to equity holders of Legrand |
|||||
|---|---|---|---|---|---|---|
** Corresponds mainly to acquisitions of additional shares in companies already consolidated and to puts on minority interests
The accompanying Notes are an integral part of these consolidated financial statements.
| Note 1 - Basis of preparation of the consolidated financial statements | 21 |
|---|---|
| 1.1 General information | 21 |
| 1.2 Accounting policies | 21 |
| 1.3 Scope of consolidation | 26 |
| Note 2 - Half-year results | 28 |
| 2.1 Net sales | 28 |
| 2.2 Segment information | 29 |
| 2.3 Quarterly data non-audited | 32 |
| 2.4 Operating expenses | 33 |
| 2.5 Income tax expense | 34 |
| Note 3 - Details on non-current and current assets | 35 |
| 3.1 Intangible assets | 35 |
| 3.2 Goodwill | 37 |
| 3.3 Property, plant and equipment | 39 |
| 3.4 Inventories | 40 |
| 3.5 Trade receivables | 41 |
| 3.6 Other current assets | 42 |
| 3.7 Cash and cash equivalents | 42 |
| Note 4 - Details on non-current and current liabilities | 43 |
| 4.1 Share capital and earnings per share | 43 |
| 4.2 Stock option plans and performance share plans | 46 |
| 4.3 Retained earnings and translation reserves | 50 |
| 4.4 Provisions | 51 |
| 4.5 Provision for post-employment benefits and other long-term employee benefits | 52 |
| 4.6 Long-term and short-term borrowings | 57 |
| 4.7 Deferred taxes | 59 |
| 4.8 Other current liabilities | 60 |
| Note 5 - Other information | 61 |
| 5.1 Financial instruments and management of financial risks | 61 |
| 5.2 Related-party information | 62 |
| 5.3 Off-balance sheet commitments and contingent liabilities | 63 |
| 5.4 Subsequent events | 64 |
Legrand ("the Company") along with its subsidiaries (together "Legrand" or "the Group") is the global specialist in electrical and digital building infrastructures.
The Group has manufacturing and/or distribution subsidiaries and offices in nearly 90 countries, and sells its products in close to 180 countries. Its key markets are France, Italy, North and Central America, the Rest of Europe and the Rest of the World.
The Company is a French société anonyme incorporated and domiciled in France. Its registered office is located at 128, avenue du Maréchal de Lattre de Tassigny – 87000 Limoges (France).
The consolidated financial statements were approved by the Board of Directors on July 29, 2016.
They should be read in conjunction with the consolidated financial statements for the year ended December 31, 2015 as set out in the Registration Document filed with the AMF on March 30, 2016 under no. D. 16-0232.
All amounts are presented in millions of euros unless otherwise specified. Some totals may include rounding differences.
As a company incorporated in France, Legrand is governed by French company laws, including the provisions of the Code de commerce (French Commercial Code).
The consolidated financial statements cover the 6 months ended June 30, 2016. They have been prepared in accordance with the International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee interpretations adopted by the European Union(1) and applicable or authorized for early adoption at June 30, 2016, including IAS 34 – Interim Financial Reporting.
None of the IFRS issued by the International Accounting Standards Board (IASB) that have not been adopted for use in the European Union are applicable to the Group.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a specific degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 1.2.3.
The consolidated financial statements have been prepared using the historical cost convention, except for some classes of assets and liabilities in accordance with IFRS. The classes concerned are mentioned in Note 5.1.1.2.
(1) The IFRS adopted by the European Union as of December 31, 2015 can be downloaded from the "IFRS financial statements" page on the following website: http://ec.europa.eu/internal\_market/accounting/ias/index\_en.htm.
1.2.1 New standards, amendments and interpretations that may impact the Group's financial statements
This amendment requires disclosing the judgments made by management in applying the aggregation criteria to operating segments. In particular, a brief description of the operating segments that have been aggregated and the economic indicators that have been assessed in determining that the aggregated operating segments share similar economic characteristics should be disclosed in the notes to the financial statements.
1.2.1.2 New standards, amendments and interpretations with mandatory application from January 1, 2016 that have no impact on the Group's 2016 financial statements
This amendment clarifies the recognition of contributions from employees when accounting for defined benefit plans, depending on whether the contributions are set out in the formal terms of the plan and whether they are linked to periods of service.
The amendment specifies that only contributions set out in the formal terms of the plan that are not linked to periods of service do not reduce the service cost.
This amendment provides guidance on the performance conditions set out in share-based payment plans. In particular, any performance condition whose period extends beyond the period of the service condition is deemed to be a non-vesting condition. Consequently, this type of condition is reflected in the estimation of the fair value of the plan at the grant date, but will have no subsequent impact on the IFRS 2 charge to be recognized over the vesting period.
1.2.1.3 New standards, amendments and interpretations adopted by the European Union not applicable to the Group until future periods
Not applicable.
1.2.1.4 New standards, amendments and interpretations not yet adopted by the European Union not applicable to the Group until future periods
In January 2016, the IASB issued an amendment to IAS 7 – Statement of Cash Flows.
This amendment requires disclosing in the financial statements an analysis of changes in financial liabilities, detailing changes impacting cash flows versus changes not impacting cash flows.
This standard, which has not yet been adopted by the European Union, should be effective for annual periods beginning on or after January 1, 2017.
In January 2016, the IASB issued an amendment to IAS 12 – Income Taxes. This amendment clarifies the elements to include in estimated future taxable profits to justify the recognition of deferred tax assets resulting from tax losses.
This standard, which has not yet been adopted by the European Union, should be effective for annual periods beginning on or after January 1, 2017.
In June 2016, the IASB issued an amendment to IFRS 2 – Share-based Payment. This amendment specifies in particular that, for cash-settled share-based payment plans, non-market performance conditions and service conditions must impact the number of granted shares expected to vest but not their fair value.
In addition, the amendment outlines that, for equity-settled share-based payment plans, the IFRS 2 charge recognized in equity does not have to be reduced by any withholding tax to be paid by the entity to tax authorities on behalf of beneficiaries.
This standard, which has not yet been adopted by the European Union, should be effective for annual periods beginning on or after January 1, 2018.
The Group reviewed these amendments, to determine their possible impacts on the consolidated financial statements and related disclosures. There should be no material impact for the Group from these amendments.
In July 2014, the IASB published the complete version of IFRS 9 – Financial Instruments, which replaces most of the guidance in IAS 39 – Financial Instruments: Recognition and Measurement. The complete standard covers three main topics: classification and measurement, impairment and hedge accounting.
IFRS 9 introduces a single model for determining whether financial assets should be measured at amortized cost or at fair value. This model supersedes the various models set out in IAS 39. The IFRS 9 model is dependent on the entity's business model objective for managing financial assets and the contractual cash flow characteristics
of the financial assets. As under IAS 39, all financial liabilities are eligible for measurement at amortized cost, except for financial liabilities held for trading, which must be measured at fair value through profit or loss.
In addition, IFRS 9 introduces a single impairment model that supersedes the various models set out in IAS 39 and also includes a simplified approach for financial assets that fall within the scope of IFRS 15 – Revenue from Contracts with Customers. This model is based in particular on the notion of expected credit losses, which applies regardless of the financial assets' credit quality.
Lastly, whereas most of the IAS 39 hedge accounting rules still apply, IFRS 9 allows more types of hedge relationships to qualify for hedge accounting, in addition to derivatives.
This standard, which has not yet been adopted by the European Union, should be effective for annual periods beginning on or after January 1, 2018.
In May 2014, the IASB issued IFRS 15 – Revenue from Contracts with Customers, which replaces IAS 18 – Revenue and IAS 11 – Construction Contracts.
IFRS 15 sets out the requirements for recognizing revenue arising from all contracts with customers (except for contracts that fall within the scope of other standards). In addition, the standard requires the reporting entity to disclose certain contract information, particularly in the case of contracts that are expected to extend beyond one year, and to describe the assumptions used by the entity to calculate the revenue amounts to be reported.
This standard and its amendments, which have not yet been adopted by the European Union, should be effective for annual periods beginning on or after January 1, 2018.
In January 2016, the IASB issued IFRS 16 – Leases, which supersedes IAS 17.
IFRS 16 provides a single lessee accounting model for the majority of leases with a term of more than 12 months. This model requires the lessee to recognize a right-of-use asset and a financial liability in the balance sheet when a lease contract conveys the right to control the use of an identified asset. In addition, the standard requires the lessee to recognize the lease expense partly as a depreciation charge within operating expenses and partly as an interest expense within financial expenses.
This standard, which has not yet been adopted by the European Union, should be effective for annual periods beginning on or after January 1, 2019.
The Group is reviewing these standards, to determine their possible impacts on the consolidated financial statements and related disclosures.
Subsidiaries are consolidated if they are controlled by the Group.
The Group has exclusive control over an entity when it has power over the entity, i.e., it has substantive rights to govern the entity's key operations, is exposed to variable returns from its involvement with the entity, and has the ability to affect those returns.
Such subsidiaries are fully consolidated from the date when effective control is transferred to the Group. They are deconsolidated from the date on which control ceases.
Any entity over which the Group has:
is consolidated using the equity method.
Such subsidiaries are initially recognized at acquisition cost and consolidated from the date when effective control is transferred to the Group. They are deconsolidated from the date on which control ceases.
Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in euros, which is the Company's functional and presentation currency.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that are reflected in the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events, and are believed to be reasonable under the circumstances.
Trademarks with indefinite useful lives and goodwill are tested for impairment at least once a year and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets with finite useful lives are amortized over their estimated useful lives and are tested for impairment when there is any indication that their recoverable amount may be less than their carrying amount.
Future events could cause the Group to conclude that evidence exists that certain intangible assets acquired in a business combination are impaired. Any resulting impairment loss could have a material adverse effect on the Group's consolidated financial statements and in particular on the Group's operating profit.
Discounted cash flow estimates (used for impairment tests on goodwill and trademarks with indefinite useful lives) are based on management's estimates of key assumptions, especially discount rates, long term growth and profitability rates and royalty rates for trademarks with indefinite useful lives.
As part of the process of preparing the consolidated financial statements, the Group is required to estimate income taxes in each of the jurisdictions in which it operates. This involves estimating the actual current tax exposure and assessing temporary differences resulting from differing treatment of items such as deferred revenue or prepaid expenses for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are reported in the consolidated balance sheet.
The Group must then assess the probability that deferred tax assets will be recovered from future taxable profit. Deferred tax assets are recognized only when it is probable that sufficient taxable profit will be available, based on management-approved taxable profit forecasts.
The Group has not recognized all of its deferred tax assets because it is not probable that some of them will be recovered before they expire. The amounts involved mainly concern operating losses carried forward and foreign income tax credits. The assessment is based on estimates of future taxable profit by jurisdiction in which the Group operates and the period over which the deferred tax assets are recoverable.
Other assets and liabilities based on estimates include provisions for pensions and other post-employment benefits, impairment of trade receivables, inventories and financial assets, share-based payments, provisions for contingencies and charges, capitalized development costs, and any annual volume rebates offered to customers.
The consolidated financial statements comprise the financial statements of Legrand and its 187 subsidiaries.
The main consolidated operating subsidiaries are reported in Note 1.3.1 to the consolidated financial statements as of December 31, 2015.
Changes in the scope of consolidation in first-half 2016 are presented below in Note 1.3.2.
As of June 30, 2016 all subsidiaries were wholly owned except for Kontaktor and Legrand Polska, which are both over 98%-owned, Megapower which is 80%-owned, Adlec Power which is 70%-owned, Neat which is 51%-owned, and TBS which is 50%-owned.
The contributions to the Group's consolidated financial statements of companies acquired since January 1, 2015 were as follows:
| 2015 | March 31 | June 30 | September 30 | December 31 |
|---|---|---|---|---|
| Full consolidation method | ||||
| Valrack | Balance sheet only | Balance sheet only | Balance sheet only | 10 months' profit |
| IME | Balance sheet only | Balance sheet only | 7 months' profit | |
| Raritan Inc. | Balance sheet only | 3 months' profit | ||
| QMotion | Balance sheet only |
| 2016 | March 31 | June 30 |
|---|---|---|
| Full consolidation method | ||
| Valrack | 3 months' profit | 6 months' profit |
| IME | 3 months' profit | 6 months' profit |
| Raritan Inc. | 3 months' profit | 6 months' profit |
| QMotion | 3 months' profit | 6 months' profit |
| Fluxpower | Balance sheet only | Balance sheet only |
| Primetech | Balance sheet only | Balance sheet only |
| Pinnacle | Balance sheet only | |
| Luxul Wireless | Balance sheet only | |
| Jontek | Balance sheet only | |
| Trias | Balance sheet only | |
| CP Electronics | Balance sheet only | |
| Equity method | ||
| TBS (1) | 6 months' profit |
(1) Created together with a partner, TBS is to produce and sell transformers and busways in the Middle East.
The main acquisitions carried out in first-half 2016 were as follows:
the Group acquired Jontek, specialist in solutions for monitoring assisted living platforms in the UK. Jontek has annual sales of around £3 million;
the Group acquired 80% of Trias, Indonesian specialist in cable management and distribution cabinets. Trias has annual sales of around €6 million;
In all, acquisitions of subsidiaries (net of cash acquired) came to a total of €400.6 million in first-half 2016, versus €42.8 million in first-half 2015 (plus €1.8 million for acquisitions of ownership interests without gain of control).
In first-half 2016, the Group's consolidated net sales came to € 2,448.4 million, up +1.5% in total compared with first-half 2015 due to organic growth (+1.9%), the unfavorable impact of exchange rates (-3.3%), and changes in scope of consolidation (+3.0%).
The Group derived the large majority of its revenue from sales to generalist and specialist distributors. The two largest distributors accounted for approximately 22% of consolidated net sales in 2015. The Group estimates that no other distributor accounted for more than 5% of consolidated net sales.
Revenue from the sale of goods is recognized when ownership and liability for loss or damage is transferred to the buyer, which is generally upon shipment.
The Group offers some sales incentives to customers, consisting primarily of volume rebates and cash discounts. Volume rebates are typically based on three, six, and twelve-month arrangements with customers, and rarely extend beyond one year. Based on the trade of the current period, such rebates are recognized on a monthly basis as a reduction in revenue from the underlying transactions that reflect progress by the customer towards earning the rebate, with a corresponding deduction from the customer's trade receivables balance.
Revenue is also presented net of product returns which are strictly limited by sales conditions defined on a country by country basis.
In accordance with IFRS 8, operating segments are determined based on the reporting made available to the chief operating decision maker of the Group and to the Group's management.
Given that Legrand activities are carried out locally, the Group is organized for management purposes by countries or groups of countries which are allocated for internal reporting purposes into five geographical segments:
The first four segments are under the responsibility of four segment managers who are directly accountable to the chief operating decision maker of the Group.
Rest of the world is the only segment subject to an aggregation of several operating segments which are under the responsibility of segment managers who are themselves directly accountable to the chief operating decision maker of the Group, knowing that the economic models of subsidiaries within these segments are quite similar. Indeed, their sales are made up of electrical and digital building infrastructure products to electrical installers mainly through third-party distributors.
On January 1, 2016, the United States/Canada segment became the North and Central America segment. This change reflects the new organization of Legrand's operations in North America, with the United States, Canada, Mexico and the other countries in Central America now headed by the same segment manager which is in keeping with the region's market structure.
| 6 months ended June 30, 2016 | Geographical segments | ||||||
|---|---|---|---|---|---|---|---|
| North and | Rest | Items not | |||||
| Europe | central | of the | allocated to |
||||
| (in € millions) | France | Italy | Others | America | world | segments | Total |
| Net sales to third parties | 511.0 | 286.8 | 412.8 | 688.0 | 549.8 | 2,448.4 | |
| Cost of sales | (184.0) | (99.7) | (234.4) | (323.1) | (301.6) | (1142.8) | |
| Administrative and selling expenses, R&D costs | (209.8) | (83.6) | (106.7) | (237.7) | (154.8) | (792.6) | |
| Other operating income (expenses) | (12.3) | (0.5) | (5.7) | (9.5) | (14.2) | (42.2) | |
| Operating profit | 104.9 | 103.0 | 66.0 | 117.7 | 79.2 | 470.8 | |
| - of which acquisition-related amortization, expenses and income |
|||||||
| accounted for in administrative and selling expenses, R&D costs |
(2.2) | (0.1) | (1.2) | (12.0) | (6.4) | (21.9) | |
| accounted for in other operating income (expenses) |
0.0 | ||||||
| - of which goodwill impairment | 0.0 | ||||||
| Adjusted operating profit | 107.1 | 103.1 | 67.2 | 129.7 | 85.6 | 492.7 | |
| - of which depreciation expense | (12.7) | (8.8) | (7.2) | (6.3) | (11.8) | (46.8) | |
| - of which amortization expense | (1.0) | (1.6) | (0.3) | (1.3) | (0.6) | (4.8) | |
| - of which amortization of development costs | (9.0) | (3.6) | (0.1) | (0.1) | (0.3) | (13.1) | |
| - of which restructuring costs | (5.7) | (0.9) | (3.4) | (0.2) | (3.5) | (13.7) | |
| Net cash provided by operating activities | 249.7 | 249.7 | |||||
| Net proceeds from sales of fixed and financial assets | 0.7 | 0.7 | |||||
| Capital expenditure | (11.6) | (8.7) | (5.4) | (10.1) | (8.8) | (44.6) | |
| Capitalized development costs | (10.2) | (3.6) | (0.2) | 0.0 | (0.6) | (14.6) | |
| Free cash flow | 191.2 | 191.2 | |||||
| Normalized free cash flow | 317.6 | 317.6 | |||||
| Normalized free cash flow as % of sales | 13.0% | ||||||
| Current operating assets excluding taxes | 252.9 | 165.3 | 291.7 | 325.2 | 483.1 | 1,518.2 | |
| Net tangible assets | 170.6 | 107.0 | 82.8 | 68.5 | 136.7 | 565.6 | |
| Current operating liabilities excluding taxes | 353.8 | 181.8 | 115.2 | 175.1 | 289.9 | 1,115.8 |
| 6 months ended June 30, 2015 | Geographical segments | ||||||
|---|---|---|---|---|---|---|---|
| North and | Rest | Items not | |||||
| Europe | central | of the | allocated to |
||||
| (in € millions) | France | Italy | Others | America(1) | world(1) | segments | Total |
| Net sales to third parties | 524.3 | 268.7 | 405.4 | 620.3 | 593.0 | 2,411.7 | |
| Cost of sales | (190.8) | (92.9) | (230.2) | (299.9) | (339.6) | (1,153.4) | |
| Administrative and selling expenses, R&D costs | (206.6) | (82.7) | (106.0) | (207.3) | (170.8) | (773.4) | |
| Other operating income (expenses) | (8.5) | (0.2) | (7.4) | (4.2) | (8.0) | (28.3) | |
| Operating profit | 118.4 | 92.9 | 61.8 | 108.9 | 74.6 | 456.6 | |
| - of which acquisition-related amortization, expenses and income |
|||||||
| accounted for in administrative and selling expenses, R&D costs |
(3.2) | 0.0 | (1.3) | (8.8) | (8.2) | (21.5) | |
| accounted for in other operating income (expenses) |
0.0 | ||||||
| - of which goodwill impairment | 0.0 | ||||||
| Adjusted operating profit | 121.6 | 92.9 | 63.1 | 117.7 | 82.8 | 478.1 | |
| - of which depreciation expense | (13.2) | (9.4) | (7.4) | (5.9) | (11.5) | (47.4) | |
| - of which amortization expense | (0.7) | (1.6) | (0.4) | (1.1) | (0.7) | (4.5) | |
| - of which amortization of development costs | (9.7) | (4.3) | 0.0 | (0.1) | (0.3) | (14.4) | |
| - of which restructuring costs | (4.9) | (0.4) | (2.8) | (0.3) | (4.4) | (12.8) | |
| Net cash provided by operating activities | 297.1 | 297.1 | |||||
| Net proceeds from sales of fixed and financial assets | 0.7 | 0.7 | |||||
| Capital expenditure | (9.6) | (5.6) | (7.7) | (7.8) | (11.7) | (42.4) | |
| Capitalized development costs | (9.4) | (3.4) | (0.1) | 0.0 | (0.3) | (13.2) | |
| Free cash flow | 242.2 | 242.2 | |||||
| Normalized free cash flow | 326.7 | 326.7 | |||||
| Normalized free cash flow as % of sales | 13.5% | ||||||
| Current operating assets excluding taxes | 237.9 | 160.2 | 291.9 | 318.4 | 500.6 | 1,509.0 | |
| Net tangible assets | 171.2 | 108.1 | 89.6 | 63.1 | 125.1 | 557.1 | |
| Current operating liabilities excluding taxes | 357.2 | 192.4 | 115.9 | 161.1 | 298.6 | 1,125.2 |
(1) For the 6 month period ended June 30, 2015, the published data have been restated to reflect the change in geographical segments starting January 1, 2016.
| (in € millions) | st quarter 2016 1 |
st quarter 2015 1 |
|---|---|---|
| France | 239.3 | 250.3 |
| Italy | 147.5 | 137.2 |
| Rest of Europe | 205.0 | 200.4 |
| North and Central America (1) | 334.5 | 290.3 |
| Rest of the world (1) | 263.3 | 286.5 |
| Total | 1,189.6 | 1,164.7 |
| (in € millions) | nd quarter 2016 2 |
nd quarter 2015 2 |
| France | 271.7 | 274.0 |
| Italy | 139.3 | 131.5 |
| Rest of Europe | 207.8 | 205.0 |
| North and Central America (1) | 353.5 | 330.0 |
| Rest of the world (1) | 286.5 | 306.5 |
(1) For the 1 st quarter 2015 and 2nd quarter 2015, the published data have been restated to reflect the change in geographical segments starting January 1, 2016.
| (in € millions) | st quarter 2016 1 |
st quarter 2015 1 |
|---|---|---|
| Net sales | 1,189.6 | 1,164.7 |
| Operating expenses | ||
| Cost of sales | (559.4) | (565.4) |
| Administrative and selling expenses | (335.9) | (325.9) |
| Research and development costs | (59.0) | (53.7) |
| Other operating income (expenses) | (19.3) | (11.2) |
| Operating profit | 216.0 | 208.5 |
| Financial expenses | (24.4) | (22.6) |
| Financial income | 2.4 | 3.4 |
| Exchange gains (losses) | (3.7) | (0.6) |
| Financial profit (loss) | (25.7) | (19.8) |
| Profit before tax | 190.3 | 188.7 |
| Income tax expense | (62.1) | (60.7) |
| Share of profits (losses) of equity-accounted entities | 0.0 | 0.0 |
| Profit for the period | 128.2 | 128.0 |
| Of which: | ||
| - Net income excluding minority interests | 127.4 | 127.4 |
| - Minority interests | 0.8 | 0.6 |
| (in € millions) | nd quarter 2016 2 |
nd quarter 2015 2 |
|---|---|---|
| Net sales | 1,258.8 | 1,247.0 |
| Operating expenses | ||
| Cost of sales | (583.4) | (588.0) |
| Administrative and selling expenses | (338.6) | (338.2) |
| Research and development costs | (59.1) | (55.6) |
| Other operating income (expenses) | (22.9) | (17.1) |
| Operating profit | 254.8 | 248.1 |
| Financial expenses | (25.6) | (23.0) |
| Financial income | 2.0 | 2.5 |
| Exchange gains (losses) | 3.5 | 1.6 |
| Financial profit (loss) | (20.1) | (18.9) |
| Profit before tax | 234.7 | 229.2 |
| Income tax expense | (77.7) | (73.1) |
| Share of profits (losses) of equity-accounted entities | (0.3) | 0.0 |
| Profit for the period | 156.7 | 156.1 |
| Of which: | ||
| - Net income excluding minority interests | 156.1 | 156.0 |
| - Minority interests | 0.6 | 0.1 |
Operating expenses include the following main categories of costs:
| 6 months ended | |||
|---|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 | |
| Raw materials and component costs | (759.6) | (779.6) | |
| Personnel costs | (652.4) | (639.6) | |
| Other external costs | (440.4) | (425.7) | |
| Depreciation and impairment of tangible assets | (47.1) | (47.7) | |
| Amortization and impairment of intangible assets | (35.7) | (35.9) | |
| Restructuring costs | (13.7) | (12.8) | |
| Goodwill impairment | 0.0 | 0.0 | |
| Other | (28.7) | (13.8) | |
| Operating expenses | (1,977.6) | (1,955.1) |
"Other" primarily includes impairment losses and reversals on inventories (Note 3.4), trade receivables (Note 3.5), and provisions for contingencies (Note 4.4).
As of June 30, 2016 the Group had 32,043 employees on the payroll (June 30, 2015: 33,047).
Income tax expense consists of the following:
| 6 months ended | |||
|---|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 | |
| Current taxes: | |||
| France | (24.4) | (35.7) | |
| Outside France | (105.2) | (98.4) | |
| Total | (129.6) | (134.1) | |
| Deferred taxes: | |||
| France | (5.3) | 0.2 | |
| Outside France | (4.9) | 0.1 | |
| Total | (10.2) | 0.3 | |
| Total income tax expense: | |||
| France | (29.7) | (35.5) | |
| Outside France | (110.1) | (98.3) | |
| Total | (139.8) | (133.8) |
The reconciliation of total income tax expense for the period to income tax calculated at the standard tax rate in France is as follows, based on profit before tax of €425.0 million in first-half 2016 (versus €417.9 million in first-half 2015):
| 6 months ended | |||||
|---|---|---|---|---|---|
| (Tax rate) | June 30, 2016 | June 30, 2015 | |||
| Standard French income tax rate | 34.43% | 34.43% | |||
| Increases (reductions) : | |||||
| - Additional contributions in France | 0.00% | 0.40% | |||
| - Effect of foreign income tax rates | (5.17%) | (4.87%) | |||
| - Non-taxable items | 0.98% | (0.08%) | |||
| - Income taxable at specific rates | (0.12%) | (0.01%) | |||
| - Other | 2.41% | 2.75% | |||
| 32.53% | 32.62 % | ||||
| Impact on deferred taxes of: | |||||
| - Changes in tax rates | 0.49% | (0.01%) | |||
| - Recognition or non-recognition of deferred tax assets | (0.14%) | (0.59%) | |||
| Effective tax rate | 32.88% | 32.02 % |
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Trademarks with indefinite useful lives | 1,408.0 | 1,408.0 |
| Trademarks with finite useful lives | 272.6 | 258.0 |
| Patents | 21.8 | 2.0 |
| Other intangible assets | 150.4 | 154.0 |
| Net value at the end of the period | 1,852.8 | 1,822.0 |
The Legrand and Bticino brands represent close to 98% of the total value of trademarks with indefinite useful lives. These trademarks with indefinite useful lives are used internationally, and therefore contribute to all of the Group's cash-generating units. They should contribute indefinitely to future consolidated cash flows because management plans to continue using them indefinitely. The Group performs periodical reviews of these trademarks' useful lives.
Trademarks with finite useful lives are amortized over their estimated useful lives ranging:
Amortization of trademarks is recognized in the income statement under administrative and selling expenses.
Trademarks can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Gross value at the end of the period | 1,879.1 | 1,852.9 |
| Accumulated amortization and impairment at the end of the period |
(198.5) | (186.9) |
| Net value at the end of the period | 1,680.6 | 1,666.0 |
To date, no impairment has been recognized for these trademarks.
Each trademark with an indefinite useful life is tested for impairment separately, in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Impairment tests are performed using the relief from royalty method. This method consists of measuring the royalties that the company would have to pay to license the trademark from a third party. The theoretical value of
these royalties is then measured by estimating future revenue generated by the trademark over its useful life, as if the trademark were owned by a third party.
There was no evidence of events or changes in circumstances requiring the recognition of impairment losses in first-half 2016.
The following impairment testing parameters were used in the period ended December 31, 2015:
| Value in use | |||||
|---|---|---|---|---|---|
| Recoverable amount | Carrying amount of trademarks with indefinite useful lives |
Discount rate (before tax) |
Growth rate to perpetuity |
||
| Value in use | 1,408.0 | 9.8 to 10.3% | 2.6 to 3.1% |
No impairment was recognized in the period ended December 31, 2015.
Patents can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Gross value at the end of the period | 611.4 | 591.2 |
| Accumulated amortization and impairment | ||
| at the end of the period | (589.6) | (589.2) |
| Net value at the end of the period | 21.8 | 2.0 |
To date, no impairment has been recognized for these patents.
Other intangible assets are recognized at cost less accumulated amortization and impairment. They include in particular:
Other intangible assets can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Capitalized development costs | 328.5 | 313.9 |
| Software | 106.6 | 108.8 |
| Other | 80.0 | 82.7 |
| Gross value at the end of the period | 515.1 | 505.4 |
| Accumulated amortization and impairment at the end of the period |
(364.7) | (351.4) |
| Net value at the end of the period | 150.4 | 154.0 |
To date, no material impairment has been recognized for these items.
To determine the goodwill for each business combination, the Group applies the partial goodwill method whereby goodwill is calculated as the difference between the consideration paid to acquire the business combination and the portion of the acquisition date fair value of the identifiable net assets acquired and liabilities assumed that is attributable to the Group.
Under this method no goodwill is allocated to minority interests. Changes in the percentage of interest held in a controlled entity are recorded directly in equity without recognizing any additional goodwill.
Goodwill is tested for impairment annually, in the fourth quarter of each year, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Within the Legrand Group, the level at which goodwill is measured (cash-generating units) corresponds to individual countries or to groups of countries, when they either have similar market characteristics or are managed as a single unit.
Value in use is estimated based on discounted cash flows for the next five years and a terminal value calculated from the final year of the projection period. The cash flow data used for the calculation is taken from the most recent medium-term business plans approved by Group management. Business plan projections are based on the latest available external forecasts of trends in the Group's markets. Cash flows beyond the projection period of five years are estimated by applying a growth rate to perpetuity.
The discount rates applied derive from the capital asset pricing model. They are calculated for each individual country, based on financial market and/or valuation services firm data (average data over the last three years). The cost of debt used in the calculations is the same for all individual countries (being equal to the Group's cost of debt).
Goodwill can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| France | 685.8 | 685.6 |
| Italy | 382.2 | 379.3 |
| Rest of Europe | 381.3 | 265.6 |
| North and Central America (1) | 992.3 | 794.2 |
| Rest of the world (1) | 672.2 | 651.6 |
| Net value at the end of the period | 3,113.8 | 2,776.3 |
(1) For the 12 months ended 31 December 2015, the published data have been restated to reflect the change in geographical segments starting January 1, 2016.
France, Italy and North and Central America are each considered to be a single cash-generating unit (CGU), whereas both Rest of Europe and Rest of the world regions include several CGUs.
In the Rest of Europe and Rest of the world regions, no final amount of goodwill allocated to a CGU represents more than 10% of total goodwill. Within these two regions, China, India and South America are the largest CGUs.
Changes in goodwill can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Gross value at the beginning of the period | 2,814.0 | 2,601.0 |
| - Acquisitions | 411.4 | 174.7 |
| - Adjustments | (45.3) | (5.0) |
| - Reclassifications | 0.0 | 1.9 |
| - Translation adjustments | (28.5) | 41.4 |
| Gross value at the end of the period | 3,151.6 | 2,814.0 |
| Impairment value at the beginning of the period | (37.7) | (37.3) |
| - Impairment losses | 0.0 | 0.0 |
| - Translation adjustments | (0.1) | (0.4) |
| Impairment value at the end of the period | (37.8) | (37.7) |
| Net value at the end of the period | 3,113.8 | 2,776.3 |
Adjustments correspond to the difference between provisional and final goodwill.
Acquisition price allocations, which are performed within one year of each business combination, are as follows:
| (in € millions) | 6 months ended June 30, 2016 |
12 months ended December 31, 2015 |
|---|---|---|
| - Trademarks | 29.8 | 4.8 |
| - Deferred taxes on trademarks | (10.4) | (0.9) |
| - Patents | 21.2 | 0.0 |
| - Deferred taxes on patents | (6.2) | 0.0 |
| - Other intangible assets | 0.0 | 0.0 |
| - Deferred taxes on other intangible assets | 0.0 | 0.0 |
| - Tangible assets | 10.6 | 0.0 |
| - Deferred taxes on tangible assets | (1.8) | 0.0 |
There was no evidence of events or changes in circumstances requiring the recognition of impairment losses in first-half 2016.
The following impairment testing parameters were used in the period ended December 31, 2015:
| Value in use | |||||
|---|---|---|---|---|---|
| Recoverable amount |
Carrying amount of goodwill |
Discount rate (before tax) |
Growth rate to perpetuity |
||
| France | 685.6 | 8.9% | 2% | ||
| Italy | 379.3 | 10.0% | 2% | ||
| Rest of Europe | Value in use | 265.6 | 7.5 to 14.2% | 2 to 5% | |
| North and Central America (1) | 794.2 | 10.0% | 3.2% | ||
| Rest of the world (1) | 651.6 | 8.5 to 19.5% | 2 to 5% | ||
| Net value at the end of the period | 2,776.3 |
(1) For the 12 months ended 31 December 2015, the published data have been restated to reflect the change in geographical segments starting January 1, 2016.
No goodwill impairment losses were identified in the period ended December 31, 2015.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective assets; the most commonly adopted useful lives are the following:
| Lightweight buildings………………………………………………………….25 years | |
|---|---|
| Standard buildings…………………………………………………………….40 years | |
| Machinery and equipment……………………………………………………8 to 10 years | |
| Tooling………………………………………………………………………….5 years | |
| Office furniture and equipment………………………………………………5 to 10 years |
Assets acquired under lease agreements that transfer substantially most of the risks and rewards of ownership to the Group are capitalized on the basis of the present value of future minimum lease payments and are depreciated over the shorter of the lease contract period and the asset's useful life determined in accordance with Group policies.
Property, plant and equipment can be analyzed as follows:
| June 30, 2016 | |||||
|---|---|---|---|---|---|
| (in € millions) | Land | Buildings | Machinery and equipment |
Assets under construction and other |
Total |
| Gross value at the end of the period Depreciation and impairment |
67.7 | 601.5 | 1,703.5 | 271.2 | 2,643.9 |
| at the end of the period | (9.4) | (396.4) | (1,485.4) | (187.1) | (2,078.3) |
| Net value at the end of the period | 58.3 | 205.1 | 218.1 | 84.1 | 565.6 |
As of June 30, 2016, total property, plant and equipment includes €10.4 million corresponding to assets held for sale, which are measured at the lower of their carrying amount and fair value less disposal costs.
| December 31, 2015 | |||||
|---|---|---|---|---|---|
| (in € millions) | Land | Buildings | Machinery and equipment |
Assets under construction and other |
Total |
| Gross value at the end of the period | 60.3 | 595.1 | 1,699.9 | 272.4 | 2,627.7 |
| Depreciation and impairment at the end of the period |
(9.1) | (389.3) | (1,479.6) | (187.5) | (2,065.5) |
| Net value at the end of the period | 51.2 | 205.8 | 220.3 | 84.9 | 562.2 |
Inventories are measured at the lower of cost (of acquisition or production) or net realizable value, with cost determined principally on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Impairment provisions are recognized when inventories are considered wholly or partially obsolete, and for finished goods inventories when their net realizable value is lower than their net book value.
Inventories are as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Purchased raw materials and components | 246.7 | 238.2 |
| Sub-assemblies, work in progress | 90.2 | 88.1 |
| Finished products | 454.8 | 459.6 |
| Gross value at the end of the period | 791.7 | 785.9 |
| Impairment | (107.2) | (105.6) |
| Net value at the end of the period | 684.5 | 680.3 |
Trade receivables are initially recognized at fair value and are subsequently measured at amortized cost. A provision can be recognized in the income statement when there is objective evidence of impairment such as:
Trade receivables can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Trade accounts and notes receivable | 737.6 | 621.1 |
| Impairment | (73.6) | (75.7) |
| Net value at the end of the period | 664.0 | 545.4 |
The Group uses factoring contracts to reduce the risk of late payments.
During first-half 2016, a total of €251.3 million in receivables were transferred under the terms of the factoring contracts. The resulting costs were recognized in financial profit (loss) for an amount of less than €1.0 million. The factoring contract terms qualify the receivables for derecognition under IAS 39. The amount derecognized as of June 30, 2016 was €93.1 million (€79.7 million as of December 31, 2015).
Past-due trade receivables can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Less than 3 months past due receivables | 90.2 | 102.2 |
| From 3 to 12 months past due receivables | 30.0 | 33.2 |
| More than 12 months past due receivables | 31.6 | 29.8 |
| Total | 151.8 | 165.2 |
Provisions for impairment of past-due trade receivables amounted to €65.9 million as of June 30, 2016 (€67.7 million as of December 31, 2015). These provisions break down as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Provisions for less than 3 months past due receivables | 9.9 | 10.1 |
| Provisions for 3 to 12 months past due receivables | 24.4 | 27.8 |
| Provisions for more than 12 months past due receivables | 31.6 | 29.8 |
| Total | 65.9 | 67.7 |
Other current assets are as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Employee advances | 4.3 | 3.0 |
| Prepayments | 35.1 | 26.7 |
| Taxes other than income tax | 90.5 | 92.3 |
| Other receivables | 39.8 | 48.0 |
| Net value at the end of the period | 169.7 | 170.0 |
These assets are valued at amortized cost.
Cash and cash equivalents consist of cash, short-term deposits and all other financial assets with an original maturity of less than three months. The other financial assets maturing in less than three months are readily convertible to known amounts of cash and are not subject to any material risk of change in value.
Cash and cash equivalents that are unavailable in the short term for the Group correspond to the bank accounts of certain subsidiaries facing complex, short-term fund repatriation conditions due mainly to regulatory reasons.
Cash and cash equivalents totaled € 528.8 million as of June 30, 2016 and corresponded primarily to deposits with an original maturity of less than three months. Of this amount, about €16.3 million were not available to the Group in the short term.
Share capital as of June 30, 2016 amounted to €1,068,264,900 represented by 267,066,225 ordinary shares with a par value of €4 each, for 267,066,225 voting rights.
As of June 30, 2016, the Group held 1,048,286 shares in treasury, versus 156,595 shares as of December 31, 2015, i.e. 891,691 additional shares consequently to:
As of June 30, 2016, among the 1,048,286 shares held in treasury by the Group, 920,688 shares have been allocated according to the allocation objectives described in Note 4.1.2.1, and 127,598 shares are held under the liquidity contract.
Changes in share capital in first-half 2016 were as follows:
| Number of | Share capital | Premiums | ||
|---|---|---|---|---|
| shares | Par value | (euros) | (euros) | |
| As of December 31, 2015 Exercise of options under the 2007 |
266,930,602 | 4 | 1,067,722,408 | 1,055,470,630 |
| plan | 36,946 | 4 | 147,784 | 779,861 |
| Exercise of options under the 2008 plan Exercise of options under the 2009 |
24,635 | 4 | 98,540 | 406,720 |
| plan Exercise of options under the 2010 |
12,204 | 4 | 48,816 | 110,811 |
| plan | 61,838 | 4 | 247,352 | 1,095,691 |
| As of June 30, 2016 | 267,066,225 | 4 | 1,068,264,900 | 1,057,863,713 |
In first-half 2016, 135,623 shares were issued under the 2007 to 2010 stock option plans, resulting in a capital increase representing a total amount of €2.9 million (premiums included).
As of June 30, 2016, the Group held 1,048,286 shares in treasury (156,595 as of December 31, 2015, out of which 94,945 under the share buyback program and 61,650 under the liquidity contract) which can be detailed as follows:
During first-half 2016, the Group acquired 1,377,850 shares, at a cost of €63,174,848 and sold 4,921 shares, initially acquired at a cost of €122,631.
As of June 30, 2016, the Group held 920,688 shares, acquired at a total cost of €42,663,969. These shares are being held for the following purposes:
On May 29, 2007, the Group appointed a financial institution to maintain a liquid market for its ordinary shares on the Euronext™ Paris market under a liquidity contract complying with the Code of Conduct issued by the AMAFI (French Financial Markets Association) approved by the AMF on March 22, 2005. €15.0 million in cash was allocated by the Group to the liquidity contract.
As of June 30, 2016, the Group held 127,598 shares under this contract, purchased at a total cost of €5,818,595.
During first-half 2016, transactions under the liquidity contract led to a cash outflow of €2,204,343 corresponding to net purchases of 65,948 shares.
Basic earnings per share are calculated by dividing net profit attributable to equity holders of Legrand by the weighted number of ordinary shares outstanding during the period.
Diluted earnings per share are calculated according to the treasury stock method, by dividing profit attributable to equity holders of Legrand by the weighted average number of ordinary shares outstanding during the period, plus the number of dilutive potential ordinary shares. The weighted average number of ordinary shares outstanding used in these calculations is adjusted for the share buybacks and sales carried out during the period and does not take into account shares held in treasury.
Basic and diluted earnings per share, calculated on the basis of the average number of ordinary shares outstanding during the period, are as follows:
| 6 months ended | ||||
|---|---|---|---|---|
| June 30, 2016 | June 30, 2015 | |||
| Profit attributable to equity holders of Legrand (in € millions) | A | 283.5 | 283.4 | |
| Average number of shares (excluding shares held in treasury) | B | 266,658,893 | 266,146,125 | |
| Average dilution from: | ||||
| Performance shares | 1,010,482 | 1,117,104 | ||
| Stock options | 1,510,128 | 1,962,685 | ||
| Average number of shares after dilution (excluding shares held in treasury) |
C | 269,179,503 | 269,225,914 | |
| Number of stock options and performance share grants outstanding at the period end |
3,443,062 | 3,908,078 | ||
| Sales (buybacks) of shares and transactions under the liquidity contract (net during the period) |
(1,438,877) | (849,500) | ||
| Shares allocated during the period under performance share plans | 547,186 | 783,861 | ||
| Basic earnings per share (euros) | A/B | 1.063 | 1.065 | |
| Diluted earnings per share (euros) | A/C | 1.053 | 1.053 | |
| Dividend per share (euros) | 1.150 | 1.100 |
As mentioned above, during first-half 2016, the Group:
These movements were taken into account on an accruals basis in the computation of the average number of ordinary shares outstanding during the period, in accordance with IAS 33. If the shares had been issued and bought back on January 1, 2016, earnings per share and diluted earnings per share would have amounted to €1.066 and €1.054 respectively for the six months ended June 30, 2016.
During first-half 2015, the Group:
These movements were taken into account on an accruals basis in the computation of the average number of ordinary shares outstanding during the period, in accordance with IAS 33. If the shares had been issued and bought back on January 1, 2015, basic earnings per share and diluted earnings per share would have amounted to €1.063 and €1.049 respectively for the six months ended June 30, 2015.
The cost of stock options or performance shares is measured at the fair value of the award on the grant date, using the Black & Scholes option pricing model or the binomial model, and is recognized in the income statement under "Employee benefits expense" on a straight-line basis over the vesting period with a corresponding adjustment to equity. Changes in the fair value of stock options after the grant date are not taken into account.
The expense recognized by crediting equity is adjusted at each period-end during the vesting period to take into account changes in the number of shares that are expected to be delivered to employees when the performance shares vest or the stock options are exercised.
The following performance share plan was approved by the Company's Board of Directors in previous years:
| Plan 2012 | |
|---|---|
| Date approved by shareholders | May 26, 2011 |
| Grant date | March 7, 2012 |
| Total number of performance share rights granted | (1) 987,910 |
| o/w to Executive Director | 30,710 |
| French tax residents: March 8, 2014 |
|
| End of vesting period | Non-residents: March 8, 2016 |
| French tax residents: March 9, 2016 |
|
| End of lock-up period | Non-residents: March 8, 2016 |
| Number of performance shares acquired as of June 30, 2016 | (933,481) |
| Number of performance share rights cancelled or forfeited | (54,429) |
| Performance share rights outstanding as of June 30, 2016 | 0 |
(1) Given the dividend distribution features approved at the General Meeting of Shareholders on May 29, 2015, the number of remaining performance shares was adjusted to take into account the impact of this transaction on the interests of performance share beneficiaries in accordance with article L.228-99 of the French Commercial Code.
The following performance share plans were also approved by the Company's Board of Directors:
| Plan 2015 | Plan 2016 | |
|---|---|---|
| Date approved by shareholders | May 24, 2013 | May 24, 2013 |
| Grant date | May 29, 2015 | May 27, 2016 |
| Total number of performance share rights initially granted | (1) 386,230 |
(1) 502,242 |
| o/w to Executive Director | (1) 14,567 |
(1) 25,303 |
| Total IFRS 2 charge in € millions | (2) 16.3 |
(2) 20.3 |
| End of vesting period | June 17, 2019 | June 17, 2020 |
| End of lock-up period | June 17, 2019 | June 17, 2020 |
| Number of performance shares acquired as of June 30, 2016 | 0 | 0 |
| Number of performance share rights cancelled or forfeited | (3,056) | 0 |
| Performance share rights outstanding as of June 30, 2016 | 383,174 | 502,242 |
(1) Given the dividend distribution features approved at the General Meetings of Shareholders on May 29, 2015 and on May 27, 2016, the number of remaining performance shares was adjusted to take into account the impact of these transactions on the interests of performance share beneficiaries in accordance with article L.228-99 of the French Commercial Code. Moreover, the number of performance shares has been reduced following the Executive Director's decision to waive part of his entitlement to performance shares granted under the 2015 plan.
(2) Total charge estimated at the grant date, which is spread over the 4 years of the vesting period.
The final number of shares ultimately granted to beneficiaries is determined based on a service condition and several performance criteria.
| Type of performance criteria |
Description of performance criteria |
|---|---|
| "External" financial performance criterion |
Comparison between the arithmetic mean of Legrand's consolidated EBITDA margin as published in the consolidated financial statements for the three years preceding the date of expiry of the three-year vesting period and the arithmetic mean of EBITDA margins achieved by companies forming part of the MSCI World Capital Goods index over the same period. |
| "Internal" financial performance criterion |
Arithmetic mean of levels of normalized free cash flow as a percentage of sales, as published in the consolidated financial statements for the three years preceding the date of expiry of the three-year vesting period. |
| Non-financial performance criterion |
Arithmetic mean of average levels of attainment of Group CSR Roadmap priorities over a three-year period. |
The number of shares ultimately granted to beneficiaries is calculated as follows, knowing that the weight of each performance criterion in the determination of the number of shares finally granted to beneficiaries is the same for a given plan:
| Pay-out rate (1) | 0% | 100% | 150% |
|---|---|---|---|
| 2015 Plan: | 2015 Plan: | 2015 Plan: | |
| Average gap in Legrand's favour between Legrand |
4 points or less | 8.3 points | 10.5 points or more |
| and the MSCI average over | 2016 Plan: | 2016 Plan: | 2016 Plan: |
| a three-year period | 3.5 points or less | 7.8 points | 10.0 points or more |
| Pay-out rate (1) | 0% | 100% | 150% |
|---|---|---|---|
| 2015 Plan: | 2015 Plan: | 2015 Plan: | |
| Average normalized free cash flow as a percentage |
9.4% or less | 12.8% | 14.5% or more |
| of sales over a three-year | 2016 Plan: | 2016 Plan: | 2016 Plan: |
| period | 8.8% or less | 12.2% | 13.9% or more |
| Applicable to beneficiaries with the exception of the Executive Director | |||||
|---|---|---|---|---|---|
| Pay-out rate (1) | 0% | Between 70% and 100% |
Between 100% and 105% |
Between 105% and 150% |
Capped at 150% |
| Average rate of attainment of Group CSR Roadmap priorities over a three-year period |
Below 70% |
Between 70% and 100% |
Entre 100 % et 125 % |
Entre 125 % et 200 % |
Above 200% |
| Applicable to the Executive Director | |||||
| Pay-out rate (1) | 0% | Between 70% and 90% |
Between 90% and 97% |
Between 97% and 150% |
Capped at 150% |
| Average rate of attainment of Group CSR Roadmap priorities over a three-year period |
Below 70% |
Between 70% and 90% |
Between 90% and 125% |
Between 125% and 213% |
Above 213% |
(1) For any point between the limits given in the table above, the pay-out rate would be calculated in a linear way.
(2) This performance criterion applies from the 2016 performance share plan.
If all these shares from 2015 and 2016 plans were to vest (i.e., 885,416 shares), the Company's capital would be diluted by 0.3% as of June 30, 2016.
No stock option plans have been implemented since the 2010 Plan.
The following stock option plans were approved by the Company's Board of Directors in previous years:
| 2007 Plan | 2008 Plan | 2009 Plan | 2010 Plan | |||||
|---|---|---|---|---|---|---|---|---|
| Date approved by shareholders | May 15, 2007 | May 15, 2007 | May 15, 2007 | May 15, 2007 | ||||
| Grant date | May 15, 2007 | March 5, 2008 | March 4, 2009 | March 4, 2010 | ||||
| Total number of options granted | 1,642,578 | (1) | 2,022,337 | (1) | 1,190,242 | (1) | 3,271,684 | (1) |
| o/w to Executive Directors | 79,871 | (1) | 142,282 | (1) | 94,663 | (1) | 220,212 | (1) |
| - Gilles Schnepp | 40,880 | (1) | 72,824 | (1) | 48,460 | (1) | 135,935 | (1) |
| - Olivier Bazil | 38,991 | (1) | 69,458 | (1) | 46,203 | (1) | 84,277 | (1) |
| Start of exercise period | May 16, 2011 | March 6, 2012 | March 5, 2013 | March 5, 2014 | ||||
| Expiry of exercise period | May 15, 2017 | March 5, 2018 | March 4, 2019 | March 4, 2020 | ||||
| Exercise price | €24.91 Average closing price over the 20 trading days preceding the grant date |
(1) | €20.34 Average closing price over the 20 trading days preceding the grant date |
(1) | €12.97 Average closing price over the 20 trading days preceding the grant date |
(1) | €21.57 Average closing price over the 20 trading days preceding the grant date |
(1) |
| Exercise terms (plans comprising several tranches) |
(2) | (3) | (2) | (3) | (2) | (3) | (2) | (3) |
| Number of options exercised as of June 30, 2016 |
(1,208,901) | (1,357,340) | (756,538) | (1,668,216) | ||||
| Number of options cancelled or forfeited | (108,448) | (122,844) | (108,507) | (238,401) | ||||
| Stock options outstanding as of June 30, 2016 |
325,229 | 542,153 | 325,197 | 1,365,067 |
(1) Given the dividend distribution features approved at the General Meetings of Shareholders on May 29, 2015 and on May 27, 2016, the number and exercise price of stock options was adjusted to take into account the impact of these transactions on the interests of stock option beneficiaries, in accordance with article L.228-99 of the French Commercial Code.
(2) Options vest after a maximum of four years, except in the event of resignation or termination for willful misconduct.
(3) All these plans were subject to performance conditions (see Note 12 to the consolidated financial statements for the twelve months ended December 31, 2014).
The weighted average market price of the Company stock upon exercises of stock options in first-half 2016 was €48.56.
If all these options were to be exercised (i.e., 2,557,646 options), the Company's capital would be diluted at most by 1.0% (which is a maximum dilution as it does not take into account the exercise price of these options) as of June 30, 2016.
4.2.3 Share-based payments: IFRS 2 charges
In accordance with IFRS 2, a charge of €3.3 million was recorded in first-half 2016 (€2.7 million in first-half 2015) for all of these plans combined. See also Note 4.5.2 for cash-settled long-term employee benefits plans implemented from 2013.
Consolidated retained earnings of the Group as of June 30, 2016 amounted to €2,904.0 million.
As of the same date, the Company had retained earnings including profit for the period of €1,123.0 million available for distribution.
Assets and liabilities of Group entities whose functional currency is different from the presentation currency are translated using the exchange rate at the balance sheet date. Statements of income are translated using the average exchange rate for the period. Gains or losses arising from the translation of the financial statements of foreign subsidiaries are recognized directly in equity, under "Translation reserves", until such potential time as the Group no longer controls the entity.
The translation reserve records the impact of fluctuations in the following currencies:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| US dollar | (12.9) | 9.4 |
| Other currencies | (269.5) | (285.5) |
| Total | (282.4) | (276.1) |
The Group operates in more than 80 countries. It is mainly exposed to a dozen currencies other than euro and US dollar, including the Indian rupee, Chinese yuan, Brazilian real, British pound, Australian dollar, Turkish lira, Mexican peso, Russian ruble and Chilean peso.
Under IAS 39, non-derivative financial instruments may be designated as hedges only when they are used to hedge foreign currency risk and provided that they qualify for hedge accounting.
Accordingly, in the case of hedges of a net investment in a foreign operation, the portion of the gain or loss on the hedging instrument that is deemed to be an effective hedge is recognized in equity, as required under paragraph 102 of IAS 39.
Consequently, unrealized foreign exchange gains and losses on US dollar-denominated 8½% Debentures (Yankee bonds) are recognized in the translation reserve. Gains on these bonds recognized in the translation reserve in first-half 2016 amounted to €7.3 million, resulting in a net negative balance of €71.6 million as of June 30, 2016.
In addition, in accordance with IAS 21, translation gains and losses on receivables or payables are treated as part of a net investment in the related foreign Group entity. Gains recognized in the translation reserve in first-half 2016 amounted to €3.0 million, resulting in a net positive balance of €7.2 million as of June 30, 2016.
Finally, in accordance with IAS 39, foreign exchange gains and losses on the derivative financial instrument covering a significant portion of the net investment in British pound are recognized in the translation reserve. Gains on this derivative financial instrument recognized in the translation reserve in first-half 2016 amounted to €9.6 million.
Changes in provisions in first-half 2016 are as follows:
| June 30, 2016 | ||||||
|---|---|---|---|---|---|---|
| (in € millions) | Products guarantee |
Claims and litigation |
Fiscal and employee risks |
Restructuring | Other | Total |
| At beginning of period Changes in scope of |
18.8 | 56.4 | 14.9 | 12.8 | 110.7 | 213.6 |
| consolidation | 0.1 | 0.0 | 0.0 | 0.0 | 0.0 | 0.1 |
| Increases | 2.5 | 7.3 | 3.5 | 6.9 | 12.8 | 33.0 |
| Utilizations | (2.0) | (10.2) | (1.0) | (7.0) | (29.0) | (49.2) |
| Reversals of surplus provisions | (1.3) | (3.8) | 0.0 | (0.3) | (1.6) | (7.0) |
| Reclassifications | 0.0 | 0.8 | 0.0 | (0.7) | 1.5 | 1.6 |
| Translation adjustments | (0.4) | 0.5 | 0.6 | 0.0 | 0.2 | 0.9 |
| At end of period | 17.7 | 51.0 | 18.0 | 11.7 | 94.6 | 193.0 |
| Of which non-current portion | 8.0 | 35.1 | 13.7 | 1.1 | 56.4 | 114.3 |
"Other" includes long-term provisions for employee benefits, corresponding mainly to cash-settled long-term employee benefits plans described in Note 4.5.2 for an amount of €60.3 million (see also consolidated statement of changes in equity for performance share plans described in Note 4.2.1).
"Other" also includes a €10.4 million provision for environmental risks, mainly to cover estimated depollution costs related to property assets held for sale.
Changes in provisions in 2015 were as follows:
| December 31, 2015 | ||||||
|---|---|---|---|---|---|---|
| (in € millions) | Products guarantee |
Claims and litigation |
Fiscal and employee risks |
Restructuring | Other | Total |
| At beginning of period Changes in scope of |
17.6 | 62.8 | 11.3 | 15.6 | 93.2 | 200.5 |
| consolidation | 0.6 | 7.6 | 0.9 | 0.2 | 0.3 | 9.6 |
| Increases | 6.9 | 15.0 | 1.9 | 9.6 | 42.1 | 75.5 |
| Utilizations | (4.5) | (7.6) | (3.2) | (11.4) | (5.0) | (31.7) |
| Reversals of surplus provisions | (2.5) | (16.8) | 0.0 | (1.5) | (5.6) | (26.4) |
| Reclassifications | 0.1 | (4.4) | 4.2 | 0.0 | (7.2) | (7.3) |
| Translation adjustments | 0.6 | (0.2) | (0.2) | 0.3 | (7.1) | (6.6) |
| At end of period | 18.8 | 56.4 | 14.9 | 12.8 | 110.7 | 213.6 |
| Of which non-current portion | 8.6 | 31.3 | 10.0 | 1.0 | 57.9 | 108.8 |
Group companies operate various pension plans. The plans are funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined contribution and defined benefit plans.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Contributions are recognized as an expense for the period of payment. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in current and prior periods.
A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and end-of-career salary. The liability recognized in the balance sheet for defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets. The past service cost arising from changes to pension benefit plans is expensed in full as incurred.
In accordance with IAS 19, the Group recognizes all actuarial gains and losses outside profit or loss, in the consolidated statement of comprehensive income.
Defined benefit obligations are calculated using the projected unit credit method. This method takes into account estimated years of service at retirement, final salaries, life expectancy and staff turnover, based on actuarial assumptions. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of investment grade corporate bonds that are denominated in the currency in which the benefits will be paid and have terms to maturity approximating the period to payment of the related pension liability.
Some Group companies provide post-employment healthcare benefits to their retirees. Entitlement to these benefits is usually conditional on the employee remaining with the company up to retirement age and completion of a minimum service period. These benefits are treated as post-employment benefits under the defined benefit scheme.
Pension and other post-employment defined benefit obligations can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| France (Note 4.5.1.2) | 89.1 | 94.7 |
| Italy (Note 4.5.1.3) | 40.7 | 38.6 |
| United Kingdom (Note 4.5.1.4) | 13.4 | 11.9 |
| United States (Note 4.5.1.5) | 13.3 | 11.0 |
| Other countries | 20.7 | 20.9 |
| Total pension and other post-employment defined benefit obligations |
177.2 | 177.1 |
| Of which current portion | 5.4 | 6.5 |
The total amount of those liabilities is €177.2 million as of June 30, 2016 (€177.1 million as of December 31, 2015) and is analyzed in Note 4.5.1.1 which shows total liabilities of €353.1 million as of June 30, 2016 (€361.7 million as of December 31, 2015) less total assets of €175.9 million as of June 30, 2016 (€184.6 million as of December 31, 2015).
The provisions recorded in the balance sheet correspond to the portion of the total liability remaining payable by the Group; this amount is equal to the difference between the total obligation recalculated at each balance sheet date, based on actuarial assumptions, and the net residual value of the plan assets at that date.
The total (current and non-current) obligation under the Group's pension and other post-employment benefit plans, consisting primarily of plans in France, Italy, the United States and United Kingdom, is as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Defined benefit obligation | ||
| Projected benefit obligation at beginning of period | 361.7 | 352.8 |
| Service cost | 5.0 | 9.8 |
| Interest cost | 5.4 | 10.7 |
| Benefits paid or unused | (21.4) | (36.0) |
| Employee contributions | 0.2 | 0.5 |
| Actuarial losses/(gains) | 16.1 | 4.0 |
| Curtailments, settlements, special termination benefits | 0.0 | 0.6 |
| Translation adjustments | (14.0) | 16.0 |
| Other | 0.1 | 3.3 |
| Projected benefit obligation at end of period (I) | 353.1 | 361.7 |
| Fair value of plan assets | ||
| Fair value of plan assets at beginning of period | 184.6 | 169.1 |
| Expected return on plan assets | 3.3 | 6.5 |
| Employer contributions | 3.8 | 9.7 |
| Employee contributions | 0.3 | 0.8 |
| Benefits paid | (5.2) | (13.8) |
| Actuarial (losses)/gains | 0.8 | (1.6) |
| Translation adjustments | (11.7) | 13.9 |
| Other | 0.0 | 0.0 |
| Fair value of plan assets at end of period (II) | 175.9 | 184.6 |
| Liability recognized in the balance sheet (I) - (II) | 177.2 | 177.1 |
| Current liability | 5.4 | 6.5 |
| Non-current liability | 171.8 | 170.6 |
Actuarial losses recognized in equity in first-half 2016 amounted to €15.3 million (€11.3 million after tax).
The €15.3 million actuarial losses resulted from:
The discount rates used are determined by reference to the yield on high-quality bonds based on the following benchmark indices:
The impact of service costs and interest costs on profit before tax for the period is as follows:
| 6 months ended | ||
|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 |
| Service cost | (5.0) | (4.6) |
| Net interest cost | (2.1) | (1.9) |
| Total | (7.1) | (6.5) |
The weighted-average allocation of pension plan assets is as follows as of June 30, 2016:
| United | ||||
|---|---|---|---|---|
| (as a percentage) | France | Kingdom | United States | Weighted total |
| Equity instruments | 43.3 | 63.8 | 52.7 | |
| Debt instruments | 48.9 | 35.2 | 42.3 | |
| Insurance funds | 100.0 | 7.8 | 1.0 | 5.0 |
| Total | 100.0 | 100.0 | 100.0 | 100.0 |
These assets are marked to market.
The provisions recorded in the consolidated balance sheet concern the unvested entitlements of active employees. The Group has no obligation with respect to the vested entitlements of former employees, as the benefits were settled at the time of their retirement, either directly or through payments to insurance companies in full discharge of the liability.
The main defined benefit plan applicable in France concerns statutory length-of-service awards, under which all retiring employees are eligible for a lump-sum payment calculated according to their length of service. This payment is defined either in the collective bargaining agreement to which their company is a party or in a separate company-level agreement, whichever is more advantageous to the employee. The amount generally varies depending on the employee category (manager/non-manager).
In France, provisions recorded in the consolidated balance sheet amount to €89.1 million as of June 30, 2016 (€94.7 million as of December 31, 2015) corresponding to the difference between the projected benefit obligation
of €89.7 million as of June 30, 2016 (€95.4 million as of December 31, 2015) and the fair value of the related plan assets of €0.6 million as of June 30, 2016 (€0.7 million as of December 31, 2015).
The projected benefit obligation is calculated base on staff turnover and mortality assumptions, estimated rates of salary increases and an estimated discount rate. In France, the calculation in first-half 2016 was based on a salary increase rate of 2.8%, a discount rate and an expected return on plan assets of 1.5% (respectively 2.8% and 2.0% in 2015).
In Italy, a termination benefit is awarded to employees regardless of the reason for their departure.
Since January 1, 2007, such benefits have been paid either into an independently managed pension fund or to the Italian social security service (INPS). As from that date, the Italian termination benefit plans have been qualified as defined contribution plans under IFRS. Termination benefit obligations arising prior to January 1, 2007 continue to be accounted for under IFRS as defined benefit plans, based on revised actuarial estimates that exclude the effect of future salary increases.
The resulting provisions for termination benefits, which correspond to the obligation as of December 31, 2006 plus the ensuing actuarial revisions, amounted to €40.7 million as of June 30, 2016 (€38.6 million as of December 31, 2015).
The calculation in first-half 2016 was based on a discount rate of 1.2% (2.0% in 2015).
The UK plan is a trustee-administered plan governed by article 153 of the 2004 Finance Act, and is managed in a legal entity outside of the Group.
Benefits are paid directly out of funds consisting of contributions paid by the company and by plan participants.
The plan has been closed to new entrants since May 2004.
Active plan participants account for 2.3% of the projected benefit obligation, participants who are no longer accumulating benefit entitlements for 44.8% and retired participants for 52.9%.
The provisions recorded in the consolidated balance sheet amounted to €13.4 million as of June 30, 2016 (€11.9 million as of December 31, 2015), corresponding to the difference between the projected benefit obligation of €98.2 million (€104.8 million as of December 31, 2015) and the fair value of the related plan assets of €84.8 million (€92.9 million as of December 31, 2015).
The projected benefit obligation is calculated base on staff turnover and mortality assumptions, estimated rates of salary increases and an estimated discount rate. The calculation in first-half 2016 was based on a salary increase rate of 3.8%, a discount rate and an expected return on plan assets of 3.2% (respectively 4.1% and 3.6% in 2015).
In the United States, the Group provides pension benefits for employees and health care and life insurance for certain retired employees.
The Legrand North America Retirement Plan is covered by a plan document in force since January 2002 that was last amended in January 2008. The minimum funding requirement is determined based on Section 430 of the Internal Revenue Code.
To meet its obligations under the plan, the Group has set up a trust with Prudential Financial, Inc. The trust assets include several different investment funds.
The current trustee is Legrand North America. The Wiremold Company is the Plan Administrator and the Custodian is Prudential Financial, Inc.
The plan has been closed to new entrants since August 2006 for salaried employees and since April 2009 for hourly employees.
Active plan participants account for 30.2% of the projected benefit obligation, participants who are no longer accumulating benefit entitlements for 14.0% and retired participants for 55.8%.
The funding policy consists of ensuring that the legal minimum funding requirement is met at all times.
The provisions recorded in the consolidated balance sheet amounted to €13.3 million as of June 30, 2016 (€11.0 million as of December 31, 2015), corresponding to the difference between the projected benefit obligation of €89.0 million (€87.8 million as of December 31, 2015) and the fair value of the related plan assets of €75.7 million (€76.8 million as of December 31, 2015).
The projected benefit obligation is calculated based on staff turnover and mortality assumptions, estimated rates of salary increases and an estimated discount rate. The calculation in first-half 2016 was based on a salary increase rate of 3.5%, a discount rate and an expected return on plan assets of 3.6% (respectively 3.5% and 4.0% in 2015).
The Group implemented cash-settled long-term employee benefits plans for employees deemed to be key for the Group, subject to the grantees' continued presence within the Group after a vesting period of three years.
In addition to the grantee being still present within the Group, the plans can, in certain cases, depend on the Group's achievement of future economic performance conditions which may or may not be indexed to the share price.
Plans indexed to the share price are cash-settled and thus, in accordance with IFRS 2, the corresponding liability has been recorded in the balance sheet and will be remeasured at each period-end until the transaction is settled.
The other plans qualify as long-term employee benefit plans, with a corresponding provision recognized in compliance with IAS 19.
During first-half 2016, a net expense of €10.8 million was recognized in operating profit in respect to these plans. As mentioned in Note 4.4, the resulting provision amounted to €60.3 million as of June 30, 2016 (including payroll taxes). See also Notes 4.2.1 for performance share plans and Note 4.2.3 for IFRS 2 charges accounted for in the period.
The Group actively manages its debt. Through diversified sources of financing, it increases the resources available to support its medium-term business growth while guaranteeing a robust financial position over the long term.
Long-term borrowings are initially recognized at fair value, taking into account any transaction costs directly attributable to the issue, and are subsequently measured at amortized cost, using the effective interest method.
Long-term borrowings can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| 8 ½% debentures | 349.5 | 356.6 |
| Bonds | 1,100.0 | 1,400.0 |
| Other borrowings* | 69.2 | 75.6 |
| 1,518.7 | 1,832.2 | |
| Debt issuance costs | (7.8) | (9.0) |
| Total | 1,510.9 | 1,823.2 |
* Including €37.3 million corresponding to private placement notes held by employees through the "Legrand Obligations Privées" corporate mutual fund (€44.7 million as of December 31, 2015).
No guarantees have been given with respect to these borrowings.
Long-term borrowings (excluding debt issuance costs) as of June 30, 2016 can be analyzed by maturity as follows:
| (in € millions) | 8½% debentures | Bonds | Other borrowings |
|---|---|---|---|
| Due in one to two years | 0.0 | 400.0 | 35.1 |
| Due in two to three years | 0.0 | 0.0 | 10.0 |
| Due in three to four years | 0.0 | 0.0 | 9.3 |
| Due in four to five years | 0.0 | 0.0 | 10.5 |
| Due beyond five years | 349.5 | 700.0 | 4.3 |
| Total | 349.5 | 1,100.0 | 69.2 |
Long-term borrowings (excluding debt issuance costs) as of December 31, 2015 can be analyzed by maturity as follows:
| (in € millions) | 8½% debentures | Bonds | Other borrowings |
|---|---|---|---|
| Due in one to two years | 0.0 | 300.0 | 19.7 |
| Due in two to three years | 0.0 | 400.0 | 31.2 |
| Due in three to four years | 0.0 | 0.0 | 9.7 |
| Due in four to five years | 0.0 | 0.0 | 9.1 |
| Due beyond five years | 356.6 | 700.0 | 5.9 |
| Total | 356.6 | 1,400.0 | 75.6 |
Average interest rates on long-term borrowings are as follows:
| June 30, 2016 | December 31, 2015 | |
|---|---|---|
| 8 ½% debentures | 8.50% | 8.50% |
| Bonds | 3.51% | 3.95% |
| Other borrowings | 2.66% | 2.74% |
In February 2010, the Group carried out a €300.0 million 4.25% seven-year bond issue. The bonds will be redeemable at maturity on February 24, 2017.
In March 2011, the Group carried out a €400.0 million 4.375% seven-year bond issue. The bonds will be redeemable at maturity on March 21, 2018.
In April 2012, the Group carried out a €400.0 million 3.375% ten-year bond issue. The bonds will be redeemable at maturity on April 19, 2022.
In December 2015, the Group carried out a €300.0 million 1.875% twelve-year bond issue. The bonds will be redeemable at maturity on December 16, 2027.
On February 14, 1995, Legrand France issued \$400.0 million worth of 8½% debentures due February 15, 2025, through a public placement in the United States. Interest on the debentures is payable semi-annually on February 15 and August 15 of each year, beginning August 15, 1995.
In December 2013, a number of debenture holders offered to sell their securities to the Group. Acting on this offer, the Group decided to acquire Yankee bonds with an aggregate face value of \$6.5 million. The acquired debentures were subsequently cancelled.
In October 2011, the Group signed an agreement with six banks to set up a €900.0 million revolving multicurrency facility (2011 Credit Facility) utilizable through drawdowns. The five-year facility may be extended for two successive one-year periods.
In July 2014, the Group signed an agreement that amends and extends the Credit Facility finalized in October 2011 with all banks party to this contract. This agreement extends the maximum maturity of the €900 million revolving credit line by three years, i.e., up to July 2021, including two successive one-year period extension options, and at improved financing terms compared with October 2011.
Drawndowns are subject to an interest rate equivalent to Euribor/Libor plus a margin determined on the basis of the Group's credit rating. In addition, the 2011 Credit Facility does not contain any covenants.
As of June 30, 2016, the Credit Facility had not been drawn down.
Short-term borrowings can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Bonds* | 300.0 | 0.0 |
| Commercial paper | 15.0 | 15.0 |
| Other borrowings | 77.7 | 52.9 |
| Total | 392.7 | 67.9 |
* Corresponds to bonds which will be redeemable at maturity on February 24, 2017.
In accordance with IAS 12, deferred taxes are recognized for temporary differences between the tax bases of assets and liabilities and their carrying amount in the consolidated balance sheet. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled.
Deferred tax assets and deferred tax liabilities are offset when the entity has a legally enforceable right of offset and they relate to income taxes levied by the same taxation authority.
Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The recognized deferred tax assets are expected to be utilized no later than five years from the period-end.
Short- and long-term deferred taxes can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Deferred taxes – short-term | 89.2 | 94.8 |
| Deferred taxes – long-term | (653.4) | (636.3) |
| Total | (564.2) | (541.5) |
Tax losses carried forward break down as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Recognized operating losses carried forward | 15.3 | 19.2 |
| Recognized deferred tax assets | 4.3 | 5.2 |
| Unrecognized operating losses carried forward | 144.7 | 159.0 |
| Unrecognized deferred tax assets | 29.1 | 32.7 |
| Total net operating losses carried forward | 160.0 | 178.2 |
Other current liabilities can be analyzed as follows:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Taxes other than income tax | 91.2 | 68.3 |
| Accrued employee benefits expense | 227.5 | 215.1 |
| Statutory and discretionary profit-sharing reserve | 19.0 | 26.0 |
| Payables related to fixed asset purchases | 13.0 | 14.9 |
| Accrued expenses | 83.8 | 78.9 |
| Accrued interest | 27.4 | 48.2 |
| Deferred revenue | 16.4 | 13.9 |
| Pension and other post-employment benefit obligations | 5.4 | 6.5 |
| Other current liabilities | 27.7 | 29.5 |
| Total | 511.4 | 501.3 |
5.1.1 Financial instruments
| 6 months ended June 30, 2016 | |||||
|---|---|---|---|---|---|
| Impact on | Impact on equity | ||||
| (in € millions) | financial profit (loss) |
Fair value | Translation adjustment |
Other | |
| Trade receivables | |||||
| Trade payables | |||||
| Borrowings | (43.4) | 7.3 | |||
| Derivatives | (11.5) | 9.6 | |||
| Total | (54.9) | 16.9 |
Debentures denominated in US dollars ("Yankee bonds") and the derivative financial instrument denominated in British pound are treated as net investment hedges (see Note 4.3.2).
| December 31, 2015 |
|||||
|---|---|---|---|---|---|
| Type of financial instrument |
|||||
| Receivables, payables and borrowings at |
|||||
| (in € millions) | Carrying amount |
Fair value | amortized cost |
Derivatives | Carrying amount |
| ASSETS | |||||
| Current assets | |||||
| Trade receivables | 664.0 | 664.0 | 664.0 | 545.4 | |
| Other current financial assets | 0.7 | 0.7 | 0.7 | 0.7 | |
| Total current assets | 664.7 | 664.7 | 664.0 | 0.7 | 546.1 |
| EQUITY AND LIABILITIES | |||||
| Current liabilities | |||||
| Short-term borrowings | 392.7 | 400.9 | 392.7 | 67.9 | |
| Trade payables | 525.7 | 525.7 | 525.7 | 531.3 | |
| Other current financial liabilities | 1.9 | 1.9 | 1.9 | 0.4 | |
| Total current liabilities | 920.3 | 928.5 | 918.4 | 1.9 | 599.6 |
| Non-current liabilities | |||||
| Long-term borrowings | 1,510.9 | 1,640.0 | 1,510.9 | 1,823.2 | |
| Total non-current liabilities | 1,510.9 | 1,640.0 | 1,510.9 | 0.0 | 1,823.2 |
Only items classified as "Other current financial assets and liabilities" are measured at fair value. In accordance with IFRS 13, fair value measurement of other current financial assets takes counterparty default risk into account.
In light of the Group's credit rating, the measurement of other current financial liabilities is subject to insignificant credit risk.
The Group's cash management strategy is based on overall financial risk management principles and involves taking specific measures to manage the risks associated with interest rates, exchange rates, commodity prices and the investment of available cash. The Group does not conduct any trading in financial instruments, in line with its policy of not carrying out any speculative transactions. All transactions involving derivative financial instruments are conducted with the sole purpose of managing interest rate, exchange rate and commodity risks and as such are limited in duration and value.
This strategy is centralized at Group level. Its implementation is deployed by the Financing and Treasury Department which recommends appropriate measures and implements them after they have been validated by the Corporate Finance Department and Group management. A detailed reporting system has been set up to enable permanent close tracking of the Group's positions and effective oversight of the management of the financial risks.
This strategy, which is described in the notes to the consolidated financial statements for the year ended December 31, 2015, has not significantly changed during first-half 2016.
The only individuals qualifying as related parties within the meaning of IAS 24 are the corporate officers who serve on the Executive Committee.
Compensation and benefits provided to the members of the Executive Committee for their services are detailed in the following table:
| 6 months ended | ||||
|---|---|---|---|---|
| (in € millions) | June 30, 2016 | June 30, 2015 | ||
| Compensation (amounts paid during the period) | ||||
| Fixed compensation | 1.9 | 1.9 | ||
| Variable compensation | 2.7 | 2.0 | ||
| Other short-term benefits (1) | 0.0 | 0.0 | ||
| Pension and other post-employment benefits (2) | (11.2) | (9.4) | ||
| Other long-term benefits (charge for the period) (3) | 0.6 | 2.4 | ||
| Termination benefits (charge for the period) | 0.0 | 0.0 | ||
| Share-based payments (charge for the period) (4) | 0.6 | 0.2 |
(1) Other short-term benefits include benefits in kind.
(2) Change in the obligation's present value (in accordance with IAS 19).
(3) As per the long-term employee benefits plans described in Note 4.5.2.
(4) As per the performance share plans described in Note 4.2.1.
Specific commitments and their expiry dates are discussed in the following notes:
Note 4.5.1: Pension and other post-employment benefit obligations.
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Guarantees given to banks | 168.4 | 164.3 |
| Guarantees given to other organizations | 60.1 | 59.9 |
| Total | 228.5 | 224.2 |
Most of these guarantees are given by the Company to banks for Group subsidiaries located outside of France.
The Group uses certain facilities under lease agreements and leases certain equipment. There are no special restrictions related to these operating leases. Future minimum rental commitments under leases are detailed below:
| (in € millions) | June 30, 2016 | December 31, 2015 |
|---|---|---|
| Due within one year | 44.9 | 45.4 |
| Due in one to two years | 40.5 | 38.9 |
| Due in two to three years | 30.4 | 30.5 |
| Due in three to four years | 22.9 | 21.9 |
| Due in four to five years | 18.2 | 17.1 |
| Due beyond five years | 34.4 | 36.2 |
| Total | 191.3 | 190.0 |
Commitments to purchase property, plant and equipment amounted to €24.6 million as of June 30, 2016.
The Group is involved in a number of claims and legal proceedings arising in the normal course of business. In the opinion of management, all such matters have been adequately provided for or are without merit, and are of
such nature that, should the outcome nevertheless be unfavorable to the Group, they should not have a material adverse effect on the Group's consolidated financial position or results of operations.
No significant event occurred between June 30, 2016 and the date when the consolidated financial statements were prepared.
3 STATUTORY AUDITORS' REPORT ON INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the six-month period ended June 30, 2016
This is a free translation into English of the Statutory Auditors' review report on the half-year financial information issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
128, avenue du Maréchal de Lattre de Tassigny 87000 Limoges
In compliance with the assignment entrusted to us by your Annual General Meetings and in accordance with the requirements of article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier) , we hereby report to you on:
These half-year consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-year consolidated financial statements do not give a true and fair view of the assets and liabilities and of the financial position of the Group as at June 30, 2016, and of the results of its operations for the six-month period then ended, in accordance with IFRSs as adopted by the European Union.
We have also verified the information given in the half-year management report commenting the halfyear consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the half-year consolidated financial statements.
Neuilly-sur-Seine, July 29, 2016
The Statutory Auditors
Edouard Sattler Jean-François Viat
Mr. Gilles Schnepp, Chairman and Chief Executive Officer of Legrand, a French société anonyme whose registered office is located at 128 avenue du Maréchal de Lattre de Tassigny, 87000 Limoges, France, registered at the Limoges trade and companies register under the number 421 259 615, hereinafter referred to as "the Company".
"I hereby certify that, to the best of my knowledge, the full consolidated financial statements for the first half 2016 have been drawn up in accordance with the applicable set of accounting standards and fairly present the assets, the financial position and results of the Company and the businesses within the scope of consolidation and that management report appearing on pages 3 et seq. of the half-yearly financial report fairly presents the material events that occurred in the first six months of the financial year and their impact of the interim accounts, the main related-party transactions as well as a description of the principal risks and uncertainties for the remaining six months of the financial year."
Gilles Schnepp Chairman and Chief Executive Officer
Member of the Versailles Regional Body of Deputy Statutory Auditors (Compagnie régionale des commissaires aux comptes de Versailles) Represented by Edouard Sattler Crystal Park, 63, rue de Villiers 92200 Neuilly-sur-Seine, France
Appointed Deputy Statutory Auditors at the Ordinary General Meeting of Shareholders of June 6, 2003, became Principal Statutory Auditors following the merger between Pricewaterhouse and Coopers & Lybrand Audit, and renewed as Principal Statutory Auditors at the Ordinary General Meeting of Shareholders of May 27, 2010, a for a term of six financial years and at the Ordinary General Meeting of Shareholders of May 27, 2016. This appointment expires at the end of the Ordinary General Meeting of Shareholders convened to vote on the financial statements for the financial year ended December 31, 2021.
Member of the Versailles Regional Body of Deputy Statutory Auditors (Compagnie régionale des commissaires aux comptes de Versailles) Represented by Jean-Marc Lumet 185, avenue Charles-de-Gaulle 92524 Neuilly-sur-Seine Cedex, France
Appointed as Principal Statutory Auditors at the Ordinary General Meeting of Shareholders of December 21, 2005 and renewed as Principal Statutory Auditor at the Ordinary General Meeting of Shareholders of May 26, 2011, for a term of six financial years. This appointment expires at the end of the Ordinary General Meeting of Shareholders convened to vote on the financial statements for the financial year ended December 31, 2016.
Member of the Versailles Regional Body of Deputy Statutory Auditors (Compagnie régionale des commissaires aux comptes de Versailles) Crystal Park, 63, rue de Villiers 92200 Neuilly-sur-Seine, France
Appointed Deputy Statutory Auditor at the Ordinary General Meeting of Shareholders of May 27, 2016 for a term of six financial years. This appointment expires at the end of the Ordinary General Meeting of Shareholders convened to vote on the financial statements for the financial year ended December 31, 2021.
Member of the Versailles Regional Body of Deputy Statutory Auditors (Compagnie régionale des commissaires aux comptes de Versailles) 195, avenue Charles-de-Gaulle 92200 Neuilly-sur-Seine Cedex, France
Appointed Deputy Statutory Auditor at the Ordinary General Meeting of Shareholders of December 21, 2005 and renewed as Deputy Statutory Auditor at the Ordinary General Meeting of Shareholders of May 26, 2011 for a term of six financial years. This appointment expires at the end of the Ordinary General Meeting of Shareholders convened to vote on the financial statements for the financial year ended December 31, 2016.
Mr. Antoine Burel
Chief Financial Officer Address: 82, rue Robespierre, 93170 Bagnolet, France Tel: + 33 (0) 1 49 72 52 00 Fax: + 33 (0) 1 43 60 54 92
The financial information to be disclosed to the public by the Company will be available from the Company's website (www.legrand.com).
As an indication only, the Company's timetable for the publication of financial information should be as follows:
• 2016 nine-month results: November 10, 2016
• 2016 annual results: February 9, 2017
• General Meeting of Shareholders: May 31, 2017
| COMPANY HEADQUARTERS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 128, avenue de Lattre de Tassigny 87045 Limoges Cedex, France +33 (0) 5 55 06 87 87 |
|||||||||
| www.legrand.com | |||||||||
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