2012 Annual Report - Italcementi Group

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Disputes and pending proceedings With regard to the most important tax disputes arising from tax inspections and audits, the inspections relating to 1987 and the years from 2003 to 2006 are still open, with proceedings, which continued throughout 2012 with no developments of any note, so far in favor of the company. Italcementi Cav. Lav. Carlo Pesenti foundation The Italcementi Cav. Lav. Carlo Pesenti foundation is an independent non-profit entity established in 2004 by Italcementi and Italmobiliare, with the aim of “promoting scientific research and education with a special emphasis on the sustainable economic and social development of enterprises”. Great attention is paid to initiatives and projects that use resources in a sustainable manner and to the ethical, social and cultural development of local communities. In the most important sector of activities, scientific education, training and research, in 2012 the foundation completed the funding of research doctorates in Logistics and “Supply Chain Management” at the University of Bergamo, in collaboration with the Bocconi University and the Zaragoza Logistics Center, a partner of Boston’s M.I.T., a program of four cycles of three-year courses from 2008 to 2013. The initiative, which has received various recognitions of scientific validity and will produce a group of 15 researchers of great potential, involved an overall financial commitment of 1.8 million euro. The foundation also continued in 2012 its support of the “Adopt talent” project of the University of Bergamo, dedicated to the internationalization of the University, with which it started a new important research project on the future trends and choices of urban communities, with a specific focus on Bergamo and its surroundings (metropolitan, provincial and regional areas). Significant recurring interventions continued regarding grants for post-graduate training at the “MIP - School of Management” of the Milan Politecnico and, in collaboration with the Intercultura association, grants for overseas studies of secondary school students. As well as the commitment to support the entrepreneurial culture within the framework of sustainable development, the Italcementi foundation promotes and implements humanitarian interventions in favor of communities affected by natural disasters or in response to specific emergency situations. In this regard, the foundation has promoted and funded the construction of a new Professional Training Center in Sri Lanka, to provide accommodation, training and skills to youths of that country. The Center was established at the beginning of 2011 and is gradually organizing its teaching activities. In 2012, following significant external support, a major expansion and completion plan was implemented, as contemplated in the original project, which will ensure an improvement in the Center’s training and educational activities. Some of the activities envisaged by the foundation’s charter are the promotion and organization of conferences and seminars on current social and economic topics. The foundation has, since its creation, organized important annual conferences attended by leading institutional, business and academic figures. In January 2012, the foundation’s annual conference focused on the role of the real economy and industry from the present day to the near future, with an interesting debate on the possibility of doing business to create value and employment, and to recover Italy’s competitiveness. In January 2013, the 158
2012 Annual Report Presentation 4 General information 14 Annual Report Consolidated Annual Report Directors’ report 146 Sustainability disclosure Italcementi S.p.A. Annual Report Separate financial statements 241 Extraordinary session 351 conference provided an analysis and a discussion on the European economic crisis and the resulting possible impact on the development of EC institutions. The above initiatives and a variety of other recurring projects, such as support for the “Bergamo Scienza” exhibitions and for the activities of the Bergamo foundation in history, involved an overall financial commitment of 563,000 euro in 2012 (852,000 euro in 2011). Performance of the Ciments Français group Key consolidated figures 2012 2011 % change on (in millions of euro) IFRS 5 2011 Revenue 3,727.4 3,823.1 (2.5) Recurring EBITDA 653.2 706.2 (7.5) Other non-recurring income (expense) 4.7 19.0 EBITDA 657.9 725.1 (9.3) Amortization, depreciation and impairment (621.6) (405.9) EBIT 36.3 319.2 (88.6) Finance income/costs (38.1) (48.2) (21.0) Share of profit (loss) of equity-accounted investees 11.3 20.1 (43.7) Profit before tax 9.5 291.1 (96.7) Income tax expense (102.6) (111.6) (8.1) Profit (loss) relating to continuing operations (93.1) 179.4 n.s. Profit (loss) relating to discontinued operations 8.0 94.8 Profit (loss) for the period (85.1) 274.2 n.s. Profit (loss) attributable to owners of the parent (142.6) 215.3 n.s. Total equity 3,849.7 4,257.7 Equity attributable to owners of the parent 3,062.9 3,422.0 Net debt 846.2 1,021.4 In 2012, Ciments Français S.A. consolidated revenue was 3,727.4 million euro, down 2.5% compared to 2011 (-4.0% at constant exchange rates and on a like-for-like basis). Recurring EBITDA stood at 653.2 million euro, a 7.5% decrease compared to 2011. After net non-recurring income of 4.7 million euro (19.0 million euro in 2011), EBITDA was 657.9 million euro, down 9.3% compared to 2011. After amortization and depreciation totaling 350.7 million euro (352.5 million euro) and impairment losses of 270.9 million euro (53.4 million euro), EBIT was 36.3 million euro (-88.6% compared to 2011). Net finance costs at 38.1 million euro were down 21.0%. Loss relating to continuing operations amounted to 93.1 million euro (profit of 179.4 million in 2011). The loss for the year was 85.1 million euro, against a profit of 274.2 million euro in 2011. Ciments Français S.A.’s profit for the year was 50.2 million euro, down from 2011 (296.3 million euro), which benefited from the gain realized on the sale of Set Group. A dividend of 3 euro per share will be proposed at the annual general meeting of Ciments Français S.A. on April 11, 2013. Considering the interim dividend of 1.50 euro of August 3, 2012, the balance to be paid as the dividend for 2012 will be 1.50 euro. 159 www.italcementigroup.com
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2012 Annual Report
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Contents PRESENTATION Letter to the
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Letter to the stakeholders Consolid
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Italcementi Group in the world (as
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Highlights Contribution to consolid
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Share prices and market capitalizat
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E) Share prices and market capitali
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Italcementi S.p.A. Directors, Offic
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Lorenzo Renato Guerini (Director si
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Alberto Clô (Director since May 4,
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Yves René Nanot (Director since Ju
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Board of Statutory Auditors Maria M
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Notice of Call Those who are entitl
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Appointment of the Board of Directo
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Annual Report Consolidated Annual R
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2012 Annual Report Presentation 4 G
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Financial statements Statement of f
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Statement of comprehensive income N
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Statement of cash flows Notes 2012
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21. Deferred tax assets and Deferre
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Amendments to IAS 12 “Income taxe
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1.3. Basis of consolidation The con
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Changes in equity interests in subs
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Operating lease payments are recogn
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1.15. Cash and cash equivalents Cas
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1.18. Share-based payments The Grou
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1.24. Government grants Government
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4. Operating segment disclosure The
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The table below sets out segment re
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The table below sets out other segm
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The useful life adopted by the Grou
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Assumptions used for the computatio
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7. Intangible assets in thousands o
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10. Other non-current assets This c
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15. Reserves Translation reserve Th
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Net liabilities determined on the b
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The table below sets out key data f
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appeal and by the regional court of
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Page 112 and 113: Bond loans f) The Italcementi Group
Page 114 and 115: The bond was assigned a Ba2 Moody
Page 116 and 117: At December 31, 2012 lines of credi
Page 118 and 119: 22.3.1 Fair value of derivatives Th
Page 120 and 121: 22.4 Interest-rate risk management
Page 122 and 123: The Group companies operate chiefly
Page 124 and 125: From 2008 to 2012, the Group transa
Page 126 and 127: 26. Services Services amounted to 1
Page 128 and 129: 29. Non-recurring income (expense)
Page 130 and 131: The income statement and the statem
Page 132 and 133: Diluted earnings per share Diluted
Page 134 and 135: 36. Joint ventures The Group’s mo
Page 136 and 137: Net debt (in thousands of euro) amo
Page 138 and 139: Annex 1 The following table shows i
Page 140 and 141: Company Registered office Share cap
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Separated financial statements 241
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Annexes 303 www.italcementigroup.co
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ITALCEMENTI S.P.A. REPORT OF THE BO
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We ascertained that the Remuneratio
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312
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Sustainability disclosure Italcemen
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In 2010, the Group reinforced its a
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2 Looking forward 2.1 Targets 2015
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3 Social responsibility 3.1 Valuing
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2012 2011 2010 2012 2011 2010 Italy
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Trainees (%) 2012 2011 2010 Manager
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3.3 Health and product responsibili
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The Social Initiatives Policy reinf
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In 2012, Energy Efficiency Certific
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Power consumption, concrete 2012 20
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4.3 Air emissions At the end of 201
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Water consumption, cement 2012 2011
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Quarry management, cement (*) Matur
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5.2 Quality The Group is committed
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5.4 Sustainable construction Italce
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6 Reporting and additional informat
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6.4 Boundaries and reporting method
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Training management system Hours of
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Extraordinary session 351 www.italc
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Summary of resolutions The Annual G
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at an extraordinary session: to ren
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April 2013 Project by LSVmultimedia
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2012 Annual Report - Italcementi Group

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