Review of the separate financial statements

EXOR S.p.A. closed the year 2011 with a profit of €58.7 million (€151.8 million in 2010).

The reduction was due primarily to lower dividends received from subsidiaries and associates (-€26.1 million), the impairment recorded on the subsidiary Juventus Football Club (-€56.2 million), the loss realized on the sale of the investment in Intesa Sanpaolo (-€8 million compared to the net gain of €10.2 million realized in 2010), higher net financial expenses (-€12.6 million), higher indirect taxes and duties (€0.8 million), higher income taxes for the year (-€1.5 million), countered by lower recurring expenses (€2.6 million) and higher net non-recurring income (+€19.7 million which among other things includes the gain realized by the merged EXOR Services on the sale of the building at Corso Matteotti 26 for €7.1 million).

On November 24, 2011, the merger deed was signed for the incorporation of EXOR Services in EXOR S.p.A. EXOR Services, a wholly-owned subsidiary, carried out – mainly in the interests of companies of the Group – organization and management of IT systems, telephone and data activities and management of the building at Corso Matteotti 26. Considering the characteristics of the merged company and the nature of the transaction for the sale of building, EXOR has not deemed it necessary to prepare a pro-forma income statement and a statement of financial position for 2010. However, it should be noted that the transactions entered into by EXOR Services for the first eleven months of 2011 were recorded in the EXOR financial statements as from January 1, 2011.

The income statement and statement of financial position, as well as comments on the most significant line items are presented below.

EXOR S.p.A. – Condensed Income Statement

€ million Note 2011 2010
Dividends from investments 1 171.7 197.8
Gains (losses) on disposals and impairments of investments 2 (64.2) 10.2
Net financial expenses 3 (27.7) (15.1)
Net general expenses 4 (19.9) (22.5)
Non-recurring other income (expenses) and general expenses 5 2.4 (17.3)
Non-deductible VAT and other indirect taxes and duties  
(2.0) (1.2)
Profit before income taxes
60.3 151.9
Income taxes  
(1.6) (0.1)
Profit for the year
58.7 151.8

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EXOR S.p.A. - Condensed Statement of Financial Position

 
 
31/12/2011 31/12/2010  
€ million Note Amount % Amount % Change
Investments 6 3,817.2 83.6 3,838.7 78.8 (21.5)
Other non-current financial assets  
115.8 2.5 138.2 2.8 (22.4)
Current financial assets  
529.6 11.6 815.8 16.8 (286.2)
Financial receivables from subsidiaries  
0.0 0.0 30.6 0.6 (30.6)
Tax receivables  
25.1 0.5 45.7 1.0 (20.6)
Other current and non-current assets  
1.8 0.0 0.8 0.0 1.0
Non-current assets held for sale 7 82.5 1.8 0.0 0.0 82.5
Total Assets
4,572.0 100.0 4,869.8 100.0 (297.8)
Equity 8 3,445.4 75.3 3,552.5 72.9 (107.1)
Bonds  
845.8 18.5 945.6 19.4 (99.8)
Current and non-current bank debt  
200.0 4.4 281.1 5.8 (81.1)
Other current financial liabilities  
48.1 1.1 31.8 0.7 16.3
Provisions and other current and non-current liabilities  
32.7 0.7 58.8 1.2 (26.1)
Total Equity and Liabilities
4,572.0 100.0 4,869.8 100.0 (297.8)

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Net financial position

At December 31, 2011, the net financial position is a negative €448.5 million compared to a negative €273.9 million at the end of 2010, with the negative balance increasing €174.6 million. The balance is composed as follows:

  31.12.2011 31.12.2010
€ million Current Non current Total Current Non current Total
Financial assets 435.3(a) 115.7(a) 551.0 596.0 138.2(a) 734.2
Financial receivables from subsidiaries 0.0 0.0 0.0 30.6 0.0 30.6
Cash and cash equivalents 94.2 0.0 94.2 219.8 0.0 219.8
Total financial assets 529.5 115.7 645.2 846.4 138.2 984.6
EXOR bonds 2011-2031 (0.7) (99.5) (100.2) 0.0 0.0 0.0
EXOR bonds 2007-2017 (22.4) (746.2) (768.6) (22.4) (745.7) (768.1)
EXOR bonds  2006-2011 0.0 0.0 0.0 (200.1) 0.0 (200.1)
Financial payables to associates (24.9) (200.0) (224.9) (240.3) (50.0) (290.3)
Total financial liabilities (48.0) (1,045.7) (1,093.7) (462.8) (795.7) (1,258.5)
Consolidated net financial position of the Holdings System 481.5 (930.0) (448.5) 383.6 (657.5) (273.9)
(a) Of which €77 million is included in the current portion and €114.9 million in the non-current portion. They relate to bonds issued by leading counterparties, listed on active regulated markets which the Company intends, and is able, to hold until their natural repayment date as an investment for a part of its available cash, in order to ensure a constant attractive flow of financial income. This designation was decided in accordance with IAS 39, paragraph 9. Such financial instruments are free of whatsoever restriction and, therefore, can be monetized whenever the Company should so decide. Their classification as non-current in the financial position has been adopted only in view of the fact that their natural maturity date is 12 months beyond the closing date of the financial statements. There are no trading restrictions and their degree of liquidity or the degree to which they can be converted into cash is considered high.

The negative change of €174.6 million in 2011 is due to the following cash flows:

€ million 
 
 
Net financial position at December 31, 2010
(273.9)
Dividends and reimbursement of reserves received from the investment holdings
181.7
- Exor S.A. 130.0  
- Fiat S.p.A. 40.3  
- Intesa Sanpaolo S.p.A. 0.8  
- Emittenti Titoli 0.1  
- Rho Immobiliare Fund 0.5  
- Alpitour S.p.A. (reimbursement of reserves) 10.0  
EXOR treasury stock purchases 
 
(68.7)
- 2,619,500 ordinary shares (1.63% of the class) (42.3)  
- 1,450,900 preferred shares (1.89% of the class) (22.8)  
- 244,010 savings shares (2.66% of the class) (3.6)  
Purchase of shares and subscription of capital increases 
 
 
Purchases: 
 
(161.2)
- 12,164,441 Fiat Industrial S.p.A. savings shares (15.22% of the class) (54.2)  
- 300,000 Fiat S.p.A. ordinary shares (0.03% of the class) (1.2)  
- 8,916,670 Fiat S.p.A. savings shares (11.16% of the class) (29.9)  
Capital increases: 
 
 
- Intesa Sanpaolo (3.9)  
- Juventus Football Club (72.0)  
Sale of 12,857,142 Intesa Sanpaolo ordinary shares (0.08% of ordinary capital) 
 
16.4
Sale of building in Corso Matteotti 26 
 
18.2
Dividends paid by EXOR S.p.A. 
 
(75.9)
Other changes 
 
(85.1)
- Net general expenses (excluding the figurative cost of the EXOR stock option plan) (18.2)  
- Non-recurring other income (expenses) and general expenses (excluding fair value adjustment of Alpitour stock option plan) (5.6)  
- Indirect taxes and duties (2.0)  
- Net financial expenses (27.7)  
- Alpitour stock option payment (21.1)  
- Other net changes (10.5)(a)  
Net change during the year
(174.6)
Net financial position at December 31, 2011
(448.5)
(a) Other net changes include the valuation of interest rate swaps on loans for -€23.7 million and the variation of non-financial receivables and payables for +€13.2 million.

Reconciliation between the separate financial statements of EXOR S.p.A. and the consolidated financial statements of the Group

The following reconciliation of the profit for the year and equity in the separate financial statements of EXOR S.p.A. for the years ended December 31, 2011 and December 31, 2010 and the corresponding figures in the consolidated financial statements of the EXOR Group at the same dates are presented as required by Consob Communication 6064293 dated July 28, 2006.

  Profit (Loss) Equity
€ million 2011 2010  12/31/2011  12/31/2010
Separate financial statements of EXOR S.p.A. 59 152 3,445 3,553
Difference between the carrying amounts of investments and corresponding equity at the end of the prior year     2,522 1,765
Net balance between the changes during the year in the equity of consolidated companies and companies accounted for by the equity method (excluding the result)       (28) 771
Share of the profit (loss) of consolidated companies and companies accounted for by the equity method, net of consolidation adjustments 514 206 514 206
Elimination of dividends received from consolidated companies and companies accounted for by the equity method  (176) (202) (176) (202)
Adjustments of gains/losses on disposals of investments and writedowns 108 (19) 108 (19)
Other consolidation adjustments (1)   18 1
Consolidated financial statements of the EXOR Group (attributable to owners of the parent) 504 137 6,403 6,075
Commercial Register No.64236277 Legal notes | Credits