Annual Report 2005
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Annual report 2005 Società per Azioni Capital stock - € 163,251,460 fully paid-in Registered office in Turin - Corso Matteotti, 26 – Turin Company Register No. 00470400011 TABLE OF CONTENTS DIRECTORS’ REPORT ON OPERATIONS 1 Board of Directors, General Manager, Board of Statutory Auditors and Independent Auditors 2 Chairman’s letter 4 IFI Group profile 10 Major events in 2005 10 IFI Group - Review of the condensed consolidated results 14 IFI Group - Review of the results of the consolidated financial statements 15 IFI S.p.A. - Review of the results of the statutory financial statements 18 Transition to International Financial Reporting Standards (IFRS) by IFI S.p.A. 21 Related party disclosures 23 Stock option plans 23 Other information 24 Equity investments held by directors, statutory auditors and general manager 25 Significant events subsequent to the end of the year 25 Business outlook 26 Review of the operating performance of the holdings IFIL and Exor Group 32 Motion for the approval of the financial statements and the appropriation of net income for the year IFI S.p.A. - STATUTORY FINANCIAL STATEMENTS AT DECEMBER 31, 2005 34 Balance sheet 36 Income statement 37 Notes to the financial statements 53 Annexes IFI GROUP - CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2005 66 Consolidated balance sheet 67 Consolidated income statement 68 Statement of changes in consolidated equity 69 Consolidated statement of cash flows 70 Notes to the consolidated financial statements 131 Appendix – Transition to International Financial Reporting Standards (IFRS) 142 REPORTS OF THE BOARD OF STATUTORY AUDITORS 146 REPORTS OF THE INDEPENDENT AUDITORS 149 LIST OF IFI GROUP COMPANIES AND SIGNIFICANT INVESTMENTS AT DECEMBER 31, 2005 This is an English translation of the Italian original document “Relazioni e Bilanci 2005” approved by the IFI Board of Directors on March 31, 2006, which has been prepared solely for the convenience of the reader. The version in Italian takes precedence: for complete information about IFI S.p.A. and the Group, reference should be made to the full original report in Italian “Relazioni e Bilanci 2005” containing the Directors’ Report on Operations and the Statutory financial statements and Consolidated financial statements also available on the corporate website: http://www.gruppoifi.com. Board of Directors Chairman Gianluigi Gabetti Vice Chairman Pio Teodorani-Fabbri Directors Annibale Avogadro di Collobiano John Elkann Luca Ferrero Ventimiglia Gabriele Galateri di Genola Franzo Grande Stevens Andrea Nasi Lupo Rattazzi Secretary to the Board of Directors Pierluigi Bernasconi General Manager Virgilio Marrone Board of Statutory Auditors Chairman Cesare Ferrero Standing auditors Giorgio Giorgi Lionello Jona Celesia Alternate auditors Giorgio Ferrino Paolo Piccatti Independent Auditors Deloitte & Touche S.p.A. Expiry of term of office The three-year term of office of the Board of Directors and the Board of Statutory Auditors, elected by the Stockholders’ Meeting held on May 29, 2003, will expire concurrently with the Stockholders’ Meeting called for the approval of the financial statements for the year ending December 31, 2005, as will the appointment of the independent auditors. Corporate Governance The Chairman, according to the bylaws (art. 21), may represent the Company, also before a court of law, and has signature powers. Specific operating powers have been conferred to the Vice Chairman and the General Manager. 1 REPORT ON OPERATIONS CHAIRMAN’S LETTER To our Stockholders, In 2005, the expansion phase of the global economy moved forward, driven, in particular, by growth in the United States and China. According to the International Monetary Fund (IMF), this year, the world economy grew by approximately 4.3%, still quite a high pace, but lower than that achieved in 2004 (+5.1%). The persisting, fairly favorable financial conditions limited the negative repercussions originating from the rise in the cost of oil. However, there were again very different trends of growth in the various main industrial areas: in the face of considerable expansion in the United States, activity in the Eurozone was weak, and there was a net deceleration in the United Kingdom; only in Japan was the recovery more rapid than expected, while China maintained its high growth rates. Compared to 2004, GDP in the United States was 3.5%, less than the prior year (+4.2%) but, in any case, much higher than the figures reported in many countries in the Eurozone. The expansion of employment and the growth of consumption were the driving force behind the American economy until the end of summer 2005, only to contract suddenly due to the natural disasters, which affected part of the country. But it is precisely the reconstruction work in the areas hit by the disaster, partly financed by the national debt, which should provide the boost that will accelerate growth in 2006. However, the increase in the prices of energy led to a significant rise in consumer prices. High inflation (+4.3% in October 2005) drove the Federal Reserve to intervene, increasing the cost of money (4.5%). The current deficit in the balance of payments in 2005 exceeded 6% of domestic product, largely due to the high price of oil and the increase of imports from China. It is precisely the trade deficit and its “twin problem” – the national deficit – which continue to constitute a serious source of concern for the American economy: the dual deficit, already referred to in the Letter to IFI Stockholders of last year, has for a long time been creating a serious imbalance which, although easily financed by the American economic system, is causing alarm for the international scenario in relation to the potential effects on American interest rates and on the U.S. dollar. In recent months, the U.S. dollar has increased in value against other strong currencies (the euro and the yen) partly as a result of higher interest rates, which generated a considerable flow of private capital from abroad. In Europe, year-to-year growth was 1.3%, higher than in 2004. Countries which reported considerable growth include France (+1.4%), Spain (+3.4%) and the United Kingdom (+1.8%), while Germany (+0.9%) and Italy (+0.0%) showed only modest or zero growth. One source of concern for the ECB is the increase in consumer prices, forced up by the price of energy; in fact, in 2005, inflation settled at an average of 2.3%. The new estimated forecast for 2006 is an inflation rate for the Eurozone of between 1.5% and 2.1% and for 2007 between 1.6% and 2.8%. For this reason, the ECB has not ruled out that it might have to intervene again with a new increase in the cost of money (already raised from 2.25% to 2.50% in the last few months) in order to avoid an increase in prices that might slow down the much awaited economic recovery. As far as Italy is concerned, recent figures published by ISTAT show that, in 2005, the value of GDP at market prices was equal to € 1,417,241 million, with an increase of 2% compared to 2004. The growth of GDP, valued at constant prices, on the other hand, was equal to zero, marking a net deceleration compared to the dynamics of the prior year (+1.1%). The balance of trade (the balance between exports and imports of goods and services) at current values shows a negative figure in 2005, for the first time since 2000, due largely to the rise in prices of energy products. Despite this, growth prospects for our country over the next few years appear to be in line with the economic scenario in the Eurozone. According to estimates by the IMF, Italy should report a growth in GDP in the order of 1.5% both in 2006 and 2007. In this context, the first indications from ISTAT with regard to industrial production seem positive (+4.1% on an annual basis in January 2006), driven, in particular, by the strong growth of automotive production (+19.7% on an annual basis). During 2005, the situation of the national debt deteriorated further. The net debt of the Public Administrations as a ratio of GDP was 4.1% compared to 3.4% in 2004. It increased in absolute value by € 10,265 million, rising to € 57,917 million. The deterioration in the dynamics of public expenditures requires immediate action to restore balance, so as not to jeopardize the prospects of higher growth forecast for 2006. With regard to the dynamics of consumer prices, the price index in Italy was impacted less by the increase in the price of energy than other countries in the Eurozone. According to figures from ISTAT, inflation in Italy in 2005 settled at an average of 2.2%. 2 REPORT ON OPERATIONS Overall, despite some positive signs, the performance of the Italian economy in 2005 was stagnant. For some time it has been obvious that what is limiting Italy’s growth potential are not only cyclical factors, but a series of serious structural problems, which it becomes ever more urgent to solve, rapidly and with determination. Competitiveness must become the priority objective for our country’s policies: only by creating the broadest and most effective conditions for competition, understood as a stimulus capable of driving companies towards a more efficient use of resources, will it be possible to augment the competitiveness of our economic and production system on global markets. To this end, it is necessary to pursue the objectives already laid down in last year’s Letter: to create the conditions that will make it possible to significantly reduce the cost of energy, which, today, weighs more heavily on the companies of our country than in other European nations through investments geared to diversifying the sources and raising competition in accessing the networks; to sustain training, innovation and research, which is a strategic driver for the country’s growth, with the introduction of tax credits on research expenditures; to support innovative start-ups and to relaunch public investments in this sector; to open up regulated markets, the professions and local public services more to competition, by reducing the weight of public influence; to promote greater efficiency in the Public Administration by introducing a greater simplification of procedures, strictness with regard to public expenditures and balance in taxation.