Half-Year Financial Report 2012
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Half-year Financial R eport 2012 Società per Azioni Share capital Euro 246,229,850, fully paid-in Registered office in Turin, Italy – Via Nizza 250 - Turin Comp any Register No. 00470400011 The Half-year Financial Report for the fir st half ended June 30, 2012 has been prepared i n accordance with Legislative Decree 58/1998 (Consolidated Law on Finance), as amended, and the Regulatio n on Issuers issued by Consob. This Half-year Report also conforms with the requirements of the International Financial R eporting Standards (“IFRS”) issued by the International Accou nting Standards Board (“IASB”) and adopted by t he European Union and has been prepared in a ccordance with IAS 34 - Interim Fin ancial Reportin g. The accounting principles applied are c onsistent with those used for the preparation o f the Consolidated Financial Statements at December 31, 2011, except as otherwise stated under “Acc ounting standards, amendments and interpretations adopted from Januar y 1, 2012” in the Notes to the Ha lf-year Condensed Consolidated Financial Statements. The Half-year Financial Report includes th e Interim Report on Operations, the half-year cond ensed consolidated financial statements at June 30, 2012 and the attestation pursuant to art. 154-bis, paragra ph 5, of Legislative Decree 58/1998. The Half-year Financial Report 2012 also includes the independent audito rs' review report on the limited review of the half-year condens ed consolidated financial statements at June 30, 2012, and the list of the EXOR Group companies at June 30, 2 012. Interim Report on Operations 3 Board of Directors, Committees, Board o f Statutory Auditors and Independent Auditors 4 EXOR Group Profile 6 Net Asset Value 9 Significant Events in the First Half 2012 a nd Subsequent Events 12 Review of the EXOR Group's Results in t he Shortened First-half Consolidated Financial Statements 22 Business Outlook 24 Review of Performance by the Operating Subsidiaries and Associates EXOR Group – Half-year Condensed C onsolidated Financial Statements at June 30, 2012 40 Consolidated Income Statement 41 Consolidated Statement of Comprehensi ve Income 42 Consolidated Statement of Financial Posi tion 43 Consolidated Statement of Cash Flows 44 Consolidated Statement of Changes in E quit y 45 Consolidated Income Statement pursuan t to Consob Resolution 15519 of July 27, 2006 46 Consolidated Statement of Financial Posi tion pursuant to Consob Resolution 15519 of July 27, 2006 47 Consolidated Statement of Cash Flows p ursuant to Consob Resolution 15519 of July 27, 2006 48 Notes 95 Attestation of the Half-year Condensed C onsolidated Financial Statements pursuant to art. 154-bis, Paragraph 5, of Legislative Decree 58/98 96 Independent Auditors' Review Report o n the Half-year Condensed Consolidated Financial Statements 99 List of EXOR Group Companies at June 30, 2012 Disclaimer This report, and in particular the section describing the “Busi ness Outlook”, contains forward-looking statements. These statementss are based on the Group’s current expectations and projections about future events and , by their nature, are subject to inhe rent risks and uncertainties. They r elate to events and depend on circumstances that may or may not occur or exist in th e future and, as such, undue reliance should not be placed on themm. Actual results may differ materially from those expressed in such statements as a re sult of a variety of factors, including: volatility and deterioration of ca pital and financial markets, including further worsening of the Eurozone sovereign debt c risis, changes in commodity prices, changes in general economic condi tions, economic growth and other changes in business conditions, weather, floods, eart hquakes or other natural disasters, changes in government regulatio n (in each case, in Italy or abroad), production difficulties, including capacity and suppl y constraints and many other risks and uncertainties, most of which are outside of the Group’s control. This is an English translation of the Italian original docume nt “Relazione Finanziaria Semestrale 2012” approved by the EXOR S .p.A. board of directors on August 29, 2012 which has been prepared solely for the con venience of the reader. The version in Italian takes precedence and for complete information about EXOR S.p.A. and the Group, reference should be made to th e full original report in Italian “Relazione Finanziaria Semestrale 2012”. Honorary Chairmen Gianluigi Gabetti Pio Teodorani-Fabbri Board of Directors Chairman and Chief Executive Officer John Elkann Vice Chairman Tiberto Brandolini d'Adda Vice Chairman Alessandro Nasi Non-independent Directors Andrea Agnelli Vittorio Avogadro di Collobiano Luca Ferrero Ventimiglia Sergio Marchionne Lupo Rattazzi Eduardo Teodorani-Fabbri Independent Directors Victor Bischoff Giuseppina Capaldo (Lead Indepe ndent Director) Mina Gerowin Jae Y. Lee Giuseppe Recchi Michelangelo Volpi Secretary to the Board Gianluca Ferrero Internal Control and Risks Committee Giuseppina Capaldo ( Chairman ), Victor Bis choff and Giuseppe Recchi Compensation and Nominating Commit tee Victor Bischoff ( Chairman ), Giuseppina Ca paldo and Mina Gerowin Strategy Committee John Elkann ( Chairman ), Victor Bischoff, M ina Gerowin, Sergio Marchionne, Jae Y. Lee and Michelangelo Volpi Board of Statutory Auditors Chairman Sergio Duca Regular auditors Nicoletta Paracchini Paolo Piccatti Alternate auditors Giorgio Ferrino Ruggero Tabone Independent Auditors Reconta Ernst & Young Expiry of the terms of office The terms of office of the board of directors and the board of statutory auditors will expire concurrently with the shareholders' meeting that will approve the 2014 annual finan cial statements. The terms of office of the independent auditors will expire concurrently with the shareholders' meeting that will approve the 2020 annual financial statements. INTERIM R EPORT ON OPERATIONS 3 EXOR GROUP PROFILE EXOR is one of Europe’s leading invest ment companies and is controlled by Giovanni Agnelli e C. S.a.p.az., which holds 51.16% of share capital and, specifically, 59.10% of ordinary capital, 39.24% of preferred capital and 12.36% of savings capital. Listed on the Italian Stock Exchange, EX OR has a Net Asset Value of more than €7 billion at June 30, 2012. EXOR is headquartered in Turin, Italy. EXOR invests in global companies in vari ous sectors, mainly in Europe and in the United States with a long- term time frame. EXOR’s objective is to increase its Net A sset Value and outperform the Morgan Stanley Capital World Index (MSCI) in Euro. Core investments (b) (a) (a) Fiat also holds 2.8% of share capital. (b) Interest equal to 79.01% Fiat Industrial (30.01% of share capital w ith Fiat also holding 2.8% of share capital) is liste d on the Electronic Share Market (Mercato Telematico Aziona rio) of Borsa Italiana’s Italian Stock Exchange (Blue Chip segment). Created in January 2011 from the demerg er from Fiat, Fiat Industrial operates through businesses that are all major international players in the sectors of trucks, commercial vehicles, buses, special ve hhicles (with Iveco), tractors, agricultural and construction equi pment (with CNH – Case New Holland), in addit ion to engines and transmissions for those vehicles and engi nes for marine applications (FPT Industrial). At D ecember 31, 2011, the Fiat Industrial Group had 64 factories a nd 66,998 employees throughout the world. SGS (15.00% of share capital) is a Swiss c ompany listed on the Virt-x market. Founded in 18 78, the company is today the global leader in verification, in spection, control and certification activities with more than 70,000 employees and a network of more than 1,3 50 offices and laboratories throughout the world. Fiat (30.05% of share capital) is listed on t he Electronic Share Market of Borsa Italiana’s Italian Stock Exchange (Blue Chip segment). Founded in 1899, Fiat is an international auto group that designs, produces and sells vehicles for the mass market under the Fi at, Lancia, Alfa Romeo, Fiat Professional and Ab arth brands, as well as luxury and performance cars under th e Ferrari and Maserati brands. The Group has i ncreased its global reach through the integration with Chrys ler Group and recently expanded its product portfolio with Jeep, Chrysler, Dodge and Ram that are produc ed in North America and now also distributed in Europe through the new Lancia-Chrysler and Jeep sales netw orks. Fiat also operates in the components sect or, through Magneti Marelli and Teksid, and in the production systems sector, through Comau. At December 31, 2011, the Fiat Group had 155 factories and 197,021 empl oyees throughout the world. 4 INTERIM REPORT ON OPERATIONS C&W Group (69.33% of share capital) is the largest privately held company for re al estate services. C&W Group has its headquarters in New York, where it was founded in 1917, and has 24 3 offices and more than 14,000 employees in 60 countries. Small investments Some of the most important small investm ents are: Almacantar (36.29% of share capital) is a ctive in the real estate sector which realizes com mercial investment and development opportunities, for offices and residential units, situated in London. Juventus Football Club (63.77% of shar e capital) is listed on the Electronic Share Market of Borsa Italiana’s Italian Stock Exchange. Founded in 1897 , it is one of the most prominent professional fo otball teams in the world. Gruppo Banca Leonardo (17.40% of share capital) is a privately held and indepe ndent international investment bank offering a complete rang e of services in investment banking, wealth man agement and other areas linked to financial markets. Sequana (18.74% of share capital) is a Fr ench diversified paper group, listed on the NYSE Euronext market in Paris, with production and distribution activ ities through Arjowiggins and Antalis.