Report 2010 - Italcementi Group

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The reduction arose essentially as a result of lower third-party sales in a weak economic climate, offset in part by the rise in intragroup sales volumes. Despite the decline in volumes, operating results improved, in part thanks to the increase in sales margins. Calcestruzzi As noted in the quarterly report at March 31, 2010, and the half-year financial report at June 30, 2010, on April 27, 2010, the Caltanissetta preliminary investigating magistrate (GIP) issued an “order for the return of company assets under seizure with prescriptions”. In the second half of 2010, however, Calcestruzzi operations continued to be excluded from the Italcementi Group scope of consolidation. After examining the GIP’s order with its advisors and conferring with the Board of Statutory Auditors and the independent auditors, Italcementi S.p.A. believes that, at the present time, the motives whereby Calcestruzzi is excluded from the scope of consolidation persist. Its opinion is based, first, on the fact that the Calcestruzzi company continues to be subject to the preventive seizure order; second, on the fact that management is subject to serious limitations (authorization of the GIP for extraordinary transactions; absence of a fully approved industrial plan). The above-mentioned order issued by the GIP re-established the conditions for the resumption by Calcestruzzi S.p.A. of the power to govern its subsidiaries’ financial and management policies; consequently the governing bodies of Calcestruzzi appointed boards of directors at the subsidiaries. On December 23, 2010, the Calcestruzzi S.p.A. Board of Directors approved the industrial plan drawn up by the company’s chief executive officer, which was forwarded to the GIP and the external vigilance and control body for the appropriate determinations. During the second half of the year the Calcestruzzi company took rigorous action to fulfill all the prescriptions set out in the GIP’s order, and kept the GIP’s assistant constantly up to date on progress, acting promptly upon that officer’s comments and suggestions. On January 31, 2011, as planned, Calcestruzzi completed the entire schedule of prescriptions and drew up a report for the GIP and the external vigilance and control body detailing the action taken to complete the prescriptions. In view of the current situation with the courts, and in consideration of the resolution approving the industrial plan by Calcestruzzi S.p.A. and completion of all the prescriptions incumbent on the company, the date for the re-inclusion of Calcestruzzi operations within the scope of consolidation of the Italcementi Group is expected to be established shortly. On March 3, 2011, the Calcestruzzi S.p.A. Board of Directors approved the company’s financial statements as at and for the year to December 31, 2010. The statements were forwarded to Italcementi S.p.A. for correct evaluation of the equity investment in Italcementi S.p.A.’s own separate and consolidated financial statements as at and for the year to December 31, 2010. The Calcestruzzi S.p.A. balance sheet and income statement as at and for the year to December 31, 2010, reflect: – revenues of 271.2 million euro (-11.1%% from 305.1 million euro in 2009); 52
2010 Annual Report Presentation 6 Consolidated Annual Report Directors’ report 28 Corporate Governance Consolidated financial statements 68 Italcementi S.p.A. financial statements 158 – negative recurring EBITDA of 30.1 million euro (negative recurring EBITDA of 26.5 million euro in 2009); – negative EBIT of 37.0 million euro (-36.0 million euro in 2009); – a net loss of 22.8 million euro (net loss of 35.0 million euro in 2009); – shareholders' equity of 52.0 million euro (74.7 million euro at December 31, 2009); – a negative net financial position of 188.4 million euro (165.5 million euro at December 31, 2009). Based on the information forwarded by the other companies in the Calcestruzzi group, Italcementi S.p.A. drew up a consolidated balance sheet and income statement for the Calcestruzzi group for full-year 2010 reflecting: – revenues of 335.3 million euro (-13.9% from 389.5 million euro in 2009); – negative recurring EBITDA of 30.8 million euro (-26.7 million euro in 2009); – negative EBIT of 40.1 million euro (-40.4 million euro in 2009); – a net loss of 23.7 million euro (a net loss of 40.4 million euro in 2009); – a negative net financial position of 217.7 million euro (200.0 million euro at December 31, 2009). Energy project Work continued on current initiatives during 2010 and a 49% shareholding was acquired in a company with two 9 MW wind farms in Bulgaria. Italy The Single Authorization decree for the revamping of the Villa di Serio power station issued on March 17, 2010, by the Ministry of Economic Growth authorized Italgen to build a 190 MW combined cycle turbogas power station and a gas pipeline of approximately 40 km to supply energy to the station. Italgen has examined a number of options for implementation of the project, including the possibility of holding a partial shareholding, thus reducing its investment. In this connection it has signed a letter of intent valid through April 30, 2011, with a potential industrial partner, Compagnia Valdostana delle Acque (CVA). Morocco Consistently with the business model formulated in 2009, under which the Indusaha company, a subsidiary of Ciments du Maroc (CIMAR), will make an investment for the first 5 MW and draw up a Service Agreement with Italgen Maroc, operations continued in 2010 for the construction of the Laayoune wind farm, with the official opening of the construction site, the start-up of civil works and delivery of materials. The plant is due to begin operations at the end of 2011. 53 www.italcementigroup.com
Page 1 and 2: 2010 Annual Report
Page 3 and 4: 2010 Annual Report Italcementi S.p.
Page 5 and 6: In the past three financial years w
Page 7 and 8: 2010 Annual Report Presentation Gen
Page 25: 2010 Annual Report Presentation Gen
Page 28 and 29: Directors’ report Following the a
Page 30 and 31: Significant events for the year Sig
Page 32 and 33: Business and financial performance
Page 34 and 35: Fourth-quarter sales volumes and in
Page 36 and 37: Revenues and operating results Cont
Page 38 and 39: Total comprehensive income In 2010,
Page 40 and 41: Net debt breakdown (in millions of
Page 42 and 43: 2010 to the Internal Control Commit
Page 44 and 45: Conformity risks The Group is subje
Page 46 and 47: constraints imposed by the stringen
Page 48 and 49: The construction sector reported a
Page 50 and 51: ASIA Thailand India Others (1) Tota
Page 54 and 55: Turkey Work continued in 2010 to ob
Page 56 and 57: variable amount. The fixed amount i
Page 58 and 59: Information systems The three-year
Page 60 and 61: Raw materials and alternative fuels
Page 62 and 63: Engineering, technical assistance,
Page 64 and 65: serves public companies and institu
Page 66 and 67: Set Group Holding represents a sign
Page 68 and 69: Financial statements Balance sheet
Page 70 and 71: Statement of comprehensive income (
Page 72 and 73: Consolidated cash flow statement No
Page 74 and 75: 21. Deferred tax 22. Net debt 23. O
Page 76 and 77: no longer generate goodwill, nor ga
Page 78 and 79: Subsidiaries Subsidiaries are compa
Page 80 and 81: 1.5. Translation of foreign currenc
Page 82 and 83: 1.10. Intangible assets Intangible
Page 84 and 85: deferred tax assets are reviewed at
Page 86 and 87: Pending publication of a standard/i
Page 88 and 89: 2. Exchange rates used to translate
Page 90 and 91: 4. Operating segment disclosure The
Page 92 and 93: Operating segments The table below
Page 94 and 95: The table below sets out other segm
Page 96 and 97: Assets 5 Property, plant and equipm
Page 98 and 99: 6.2 Goodwill testing Goodwill acqui
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9. Other equity investments This no
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12. Trade receivables (in thousands
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17. Dividends paid Dividends declar
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The movements in defined benefit li
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20. Provisions Non-current and curr
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22.1 Loans and borrowings Loans and
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) in the third quarter of 2010, Ita
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v) in the third quarter of 2010, Ci
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Fair value - hierarchy In determini
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In 2009 and 2010, in view of the su
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22.4 Interest-rate risk Notional va
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22.6 Exposure to exchange-rate risk
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22.8 Hedge Accounting The effects a
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At December 31, 2010, the average m
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25. Goods and utilities expenses Go
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The following table sets out the de
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The reconciliation between the theo
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34. Transactions with related parti
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36. Cash flow statement 36.1. Cash
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38. Considerations to the Independe
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Annex 1 The following table has bee
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Company Registered office Share cap
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Representation form pursuant to art
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Financial statements Balance sheet
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Statement of comprehensive income (
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Cash flow statement 2010 2009 (euro
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Transactions with related parties o
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Summary of resolutions The Annual G
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Extraordinary session: 1) to amend
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Report on Corporate Governance and
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c) Significant shareholders as disc
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In the event of presentation of mor
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By resolution of June 20 th , 2007,
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d) Analysis of controls at process
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8) the various company functions, w
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knowledge of the company and its dy
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Emilio Zanetti * Unione di Banche I
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at their request, the Chief Executi
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The lists must be presented at the
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- for the simultaneous replacement
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Within the Board of Directors, the
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their level of agreement has been m
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The Board of Directors, with the as
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TABLE 2 BOARD OF STATUTORY AUDITORS
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Code of ethics The Code, approved f
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only if the unrelated shareholders
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EQUITY INVESTMENTS OF DIRECTORS, ST
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parent company, on a regular basis,
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Stock option plan for directors - 2
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Based on the opinion of the Committ
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g) Share capital increase; disposal
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Italcementi S.p.A. will have a pre-
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iii) approving for each assignee th
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216
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Annex 1 Highlights from the most re
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(in thousands of euro) Full name Po
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STOCK OPTIONS GRANTED TO DIRECTORS
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CIMENTS FRANÇAIS S.A. Options held
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Corporate bodies resulting from the
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italcementi S.p.A. Via G. Camozzi,
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Report 2010 - Italcementi Group

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