2012

DOCUMENT

REGISTRATION
5 • Inventing the materials of the future

 6 • STRATEGY - THE REFERENCE IN SUSTAINAbLE HAbITAT AND CONSTRUCTION MARKETS

 10 • SAINT-GObAIN’S bUSINESSES

 11 • Innovative Materials 

 16 • Construction Products 

 21 • Building Distribution 

 24 • Packaging 

 27 • SAINT-GObAIN, ONE OF THE 100 MOST INNOVATIVE COMPANIES IN THE WORLD

 27 • Research supporting strategy 

 29 • An organization attuned to market needs 

 31 • Anticipating future challenges 

33 • Fulfilling our commitment to future generations

 34 • A DEEP cOMMITMENT TO SUSTAINABLE DEvELOPMENT

 35 • SUSTAINABLE DEvELOPMENT GOvERNANcE SYSTEM

 35 • Business practices 

 36 • EHS management system 

 36 • Social management system 

 37 • THE FIvE AREAS OF SAINT-GOBAIN’S SUSTAINABLE DEvELOPMENT STRATEGY

 37 • Invent sustainable buildings 

 37 • Limit environmental impacts 

 38 •Encourage employees’ professional growth 

 38 • Support community development 

 39 •Take action across the value chain 

 40 • PROGRESS REPORT

 40 •Environment 

 41 • Social and societal 

 44 • KEY INDIcATORS

 45 • 2012 Management report 

 46 • A MIXED YEAR

 46 •Markets and economic environment 

 48 •Operating performance 

 48 •Performance of Group Business Sectors 

 49 • Analysis by geographic area 

 50 •Consolidated results 

 52 • DIVIDENDS 

 53 • RESULTS bY SECTOR 

 53 • Innovative Materials Sector 

 55 • Construction Products Sector 

 59 • Building Distribution Sector 

 60 •Packaging Sector 

 61 • OUTLOOK AND ObJECTIVES FOR 2013 

This English-language version of the registration 

document is a free translation of the original French

text. It is not a binding document. In the event of

a conflict of interpretation, reference should be made

to the French version which is the authentic text.

The auditor’s report applies to the French version

of the Management Report and the financial statements.

This registration document, incorporating the annual financial report, was filed 

with the Autorité des Marchés Financiers on March 28, 2013, in accordance with 

Article 212‐13 of the AMF’s General Regulation. It may be used as a supporting 

document for a financial operation, but only alongside an information 

memorandum approved by the Autorité des Marchés Financiers. This registration 

document was prepared by Saint‐Gobain and is the responsibility of the persons 

whose signatures appear herein.
62 • SHARE INFORMATION

 62 • Total shareholder return

 63 • Bonds

 64 • Non-voting participating securities

66 • OWNERSHIP STRUCTURE

 66 • Capital stock

 66 • Ownership structure

 67 • Notifications received under disclosure threshold rules in 2012

 68 • Financial authorizations

 69 • Information that could have a bearing on a takeover bid

 69 • Group savings Plan

 70 • Share buybacks

71 • INFORMATION POLICY AND FINANCIAL CALENDAR

72 • CORPORATE GOVERNANCE

 72 • Bylaws

 73 • Corporate governance

 73 • Board of Directors

 75 • Directors’ independence/gender parity/ representation of employee shareholders

 75 • Re-election of Directors

 80 • Board organization and practices

 81 • Board assessments

 82 • Committees of the Board

 85 • Directors’ Compensation

 85 • Stock option plans – Performance share plans – Principles and rules decided by the Board

of Directors – Performance unit plan

 87 • Compensation and benefits of the Chairman and Chief Executive Officer

 95 • Group management

97 • AUDITORS

 97 • External control of the Company

 97 • Related party agreements

 98 • Statutory auditors’ special report on related party agreements and commitments

101 • INTERNAL CONTROL

 101 • Report on internal control and risk management systems

 101 • Compagnie de Saint-Gobain’s internal control and risk management system

 102 • Organization of the internal control and risk management system

 105 • Standards and procedures

 107 • Organization of internal control processes related to the preparation and processing of financial

and accounting information for shareholders

 109 • Statutory auditors’ report

110 • RISK FACTORS

 110 • Macroeconomic and industry risks

 110 • Operational risks

 111 • Market risks (liquidity, interest rate, foreign exchange, energy, raw materials and credit risks)

 112 • Other risks

 113 • Industrial and environmental risks

 113 • Legal risks

 116 • Insurance - coverage of potential risks

117 

• Consolidated financial statements

175 

• Financial statements of Compagnie de Saint-Gobain

(parent company)

table of contents

Saint-Gobain Registration Document 2012 • 1
Saint-Gobain Registration Document 2012 • 2
from the ChaIrmaN aNd ChIef eXeCutIve offICer

PIERRE-ANDRÉ DE CHALENDAR

MESSAGE

2012 was a difficult year

for the global economy.

We responded quickly

to the worsening economic 

environment by implementing

a new cost reduction plan

and tighter cash management, 

while making carefully

selected investments in line

with our strategic priorities.

We also confirmed our decision

to refocus on the habitat

and construction markets during 

the year with the announced

sale of Verallia north america 

under good terms. 

in this uncertain climate,

Saint-Gobain has shown once 

again that it is a solid, dynamic 

group.

i would like to take this opportunity

to thank all of our teams for 

mobilizing their forces to keep

our development on track.

Our sustainable habitat strategy 

was enhanced during the year 

with tangible results such as

the multi-Comfort program,

which was deployed in several 

countries and serves as a 

showcase of our expertise. 

Each year, we are able to offer

our customers a larger number

of new products and solutions 

thanks to our culture of

operating excellence and 

innovation capabilities. in 2012, 

we successfully brought to market 

new products including Climacoat 

glass from Sekurit, novelio 

paintable wall coverings from 

adfors and Duo’tech plasterboard 

for hospitals. 

Saint-Gobain’s ambition is driven 

by the unique diversity of its 

businesses, which are largely 

complementary. the resulting 

synergy and broad range

of products and solutions sets

us apart from the competition. 

Differentiation is a long-term 

competitive challenge for our 

Group and to meet this challenge, 

we are creating high value-added

cross-business solutions, offering 

increasingly innovative services 

and strengthening our local 

positions by developing

Saint-Gobain’s brands and image. 

Each year, Saint-Gobain further 

increases its commitment

to sustainable development,

in terms of protecting the 

environment, developing

our businesses and people,

and strengthening our ties

with local communities. Being

a responsible player is not just

a slogan at Saint-Gobain,

it is something we work hard

at every day. 

for this reason, in a persistently 

uncertain global economic 

environment, we will maintain

our strategic direction more

than ever in 2013 while continuing 

to adapt to the economic situation.

Pierre-André de Chalendar 

Chairman and Chief Executive Officer

Our sustainable habitat strategy

was enhanced during the year

”

with tangible results.”

Saint-Gobain Registration Document 2012 • 3
(1) Excluding capital gains and losses on disposals, asset write-downs and material non-recurring provisions.

(2) Earnings per share are calculated based on the number of shares outstanding at December 31. 

(3) Capital expenditure and financial investments, excluding share buybacks. 

FINANCIAL HIGHLIGHTS

for the full finanCial results,

go to www.saint-gobain.com

Innovative Materials Construction 

Products

Building 

Distribution

Packaging - Verallia

bY SECTOR

NET SALES

France Other Western 

European countries

North America Emerging countries

and Asia

bY GEOGRAPHIC AREA

NET SALES

OPERATING INCOME 

Ten‐year consolidated financial highlights are presented on page 9

22% 25% 44% 9%

OPERATING INCOME

26% 34% 26% 14%

27% 40% 14% 19%

22% 33% 24% 21%

(in € millions) 2012 2011

net sales 43,198 42,116

Operating income 2,881 3,441

Consolidated net income 796 1,360

Recurring net income(1) 1,126 1,736

Recurring earnings per share (in €)(1) (2) 2.12 3.24

Net income attributable to equity holders of the parent 766 1,284

Earnings per share (in €)(2) 1.44 2.40

Total investments(3) 2,127 2,638

Consolidated equity (including minority interests) 17,851 18,218

Net debt 8,490 8,095

Non-current assets 29,629 29,877

Working capital 4,238 3,161

Saint-Gobain Registration Document 2012 • 4

StratÉgIe et mÉtIerS de SaINt-gobaIN
 6 • Strategy - The reference

in sustainable habitat

and construction markets

10 • Saint-Gobain’s businesses

11 • innovative materials

16 • Construction Products

21 • building Distribution

24 • packaging

27 • Saint-Gobain, one of

the 100 most innovative

companies in the world* 

INVENTING 

THE MATERIALS OF

THE future

*Thomson Reuters 2012 Top Global Innovators

Saint-Gobain Registration Document 2012 • 5
Strategy

the reference in sustainable

habitat and construction markets

In the face of global warming and dwindling natural 

resources, new efforts are required, notably in the building 

industry, which is among the most significant contributors 

to negative environmental impacts. Designing products

and solutions that facilitate sustainable building and help to 

reduce the construction industry’s environmental footprint, 

is at the heart of Saint-Gobain’s sustainable habitat strategy. 

This is a responsibility for the teams, as well as a major 

source of motivation. The construction industry alone 

accounts for nearly 40% of energy consumption and 38%

of greenhouse gas emissions in industrialized nations.

Its impact is considerable on both water use and waste, 

representing 12% of drinking water consumed and 40%

of solid waste in volume(2). A massive commitment from 

Saint-Gobain and all other industry players is urgently 

needed.

Saint-Gobain’s ambition is to be the reference in the 

sustainable habitat market. This means developing

high value-added construction and renovation solutions

for professional customers to ensure that buildings

are energy-efficient, comfortable, healthy and esthetically 

superior, while at the same time protecting natural 

resources.

This strategy is being deployed across all markets,

taking into account their specific characteristics:

 in mature economies, the approaching shortage of fossil

fuels and the pressing need to cut CO2 emissions

have prompted countries to tighten thermal performance

and energy efficiency requirements in the building sector.

Regulations are calling for greater energy efficiency

not only in newbuildings but also in renovation projects;

 in fast-growing economies, markets are driven by rapidly

accelerating urban development and exponential growth

in demand for housing and offices.

All of these developments represent attractive opportunities 

for Saint-Gobain, which offers easy-to-use solutions aligned 

with local needs and practices in every segment of the 

construction market, from homes to offices, and from

newbuilding to renovation projects.

Saint-Gobain, the world leader(1) in the habitat and construction markets, designs, manufactures and distributes building 

materials, providing innovative solutions to the challenges of growth, energy efficiency and environmental protection.

OUR Vision

To offer innovative solutions 

to today’s core challenges

of growth, energy efficiency

and environmental protection.

To be the reference 

in the sustainable habitat

and construction markets.

To develop construction and renovation

solutions for professional customers to ensure 

that buildings are energy efficient, comfortable, 

healthy and esthetically superior, while

at the same time protecting natural resources.

OUR ambition

OUR mission

Positioned to serve the habitat

and construction markets

Four end markets(1)

45%

31%

14%

10%

Renovation

Newbuilding

Industry

Consumers

Habitat solutions represent 

around 80% of our end markets

(1) Source: Saint‐Gobain.

(2) Source: “Building Design and Construction: Forging Resource Efficiency and Sustainable Development”,

United Nations Environment Program – Sustainable Buildings and Climate Initiatives (UNEP-SBCI).

Saint-Gobain Registration Document 2012 • 6

Strategy - the reference in sustainable habitat and construction markets
SAINT-GObAIN

RankS amOnG thE 

TOP 100 INDUSTRIAL GROUPS IN THE WORLD(1)

Unique positioning

Saint‐Gobain is uniquely positioned to meet the needs

of the habitat and construction markets, thanks to:

 A worldwide or European leadership(2) in all of its

 businesses, with local solutions tailored to the needs

 of each market.

 An unrivalled portfolio of energy efficiency products

 and solutions.

 A deep understanding of building professionals’ needs,

 thanks to daily contact with customers, allowing

 to adapt the Group’s solutions to highly specific

 customer requirements.

 An outstanding potential for innovation, supported

 by a unique industrial and distribution expertise

 and a commitment to materials research.

 A culture of operational excellence, which gives the Group

 a sturdy foundation and the ability to respond quickly

 to changing economic conditions.

 A solid set of tested values, empowering the Group

 to build lasting relations with all stakeholders, from

 customers and employees to suppliers, subcontractors,

 shareholders and the community.

A worldwide presence,

local responses

By proposing solutions for markets at all

stages of development, Saint‐Gobain captures 

opportunities in expanding segments of both 

mature and fast‐growing economies. 

Solutions for every stage of the development cycle

(1) Source: FT Global 500 2012

(2) Source: Saint‐Gobain 

OPERATIONS IN 

COUNTRIES 64

Algeria

Argentina

Australia

Austria

Belgium

Bhutan

Brazil

Bulgaria

Canada

Chile

China

Colombia

Czech Republic

Denmark

Egypt

Estonia

Finland

France

Germany

Greece

Hungary

India

Indonesia

Italy

Japan

Jordan

Kuwait

Latvia

Lebanon

Lithuania

Luxemburg

Malaysia

Mexico

Morocco

Netherlands

New Zealand

Norway

Peru

Poland

Portugal

Qatar

Republic of Ireland

Romania

Russia

Saudi Arabia 

Serbia

Singapore

Slovakia

Slovenia

South Africa

South Korea

Spain

Sweden

Switzerland

Syria

Thailand

Turkey

Ukraine

United Arab Emirates

United Kingdom

United States

Venezuela

Vietnam

Zimbabwe

Fast‐growing

markets

Per capita potential market

eXterior and infrastruCture 

Materials

interior solutions

solutions / serviCes

teChnologiCal 

Materials

•COATED GLASS

•RENEWABLE ENERGIES

• HIGH-PERFORMANCE MATERIALS

FOR THE HABITAT, CONSTRUCTION

AND INDUSTRIAL MARKETS

• BUILDING DISTRIBUTION

• INSULATION

• PLASTERBOARD

• FLAT GLASS

• MORTARS

• PIPE

Per capita GDP

Transitioning

markets

Mature

markets

A manufacturing presence in 64 countries,

providing a solid base for Group development.

Saint-Gobain Registration Document 2012 • 7

Strategy - the refereNCe IN SuStaINable habItat aNd CoNStruCtIoN marketS
Energy efficiency solutions,

driving growth in mature markets

Saint-Gobain’s markets in mature countries are driven 

by energy performance requirements and growing 

demand for comfort in homes and buildings. These markets 

are expanding more rapidly than underlying construction 

and renovation volumes because of more stringent building 

energy performance standards, which are supporting 

demand for sustainable, innovative building solutions. 

The most recent regulations adopted in Western Europe 

in particular are leading to a significant increase in the use 

of large window surfaces in newbuildings and encouraging 

the installation of ever more efficient insulation. 

The Group’s capital expenditure choices and acquisitions 

strategy reflect these trends. In 2012, Saint-Gobain opened 

a new plant in North Carolina manufacturing 

environmentally friendly plasterboard to accompany 

the recovery of the US building market. The Group also 

fully acquired electrochromic glass manufacturer SAGE 

whose new plant is currently coming on stream in Faribault, 

Minnesota. In Insulation, Saint-Gobain acquired Celotex, 

a leading UK manufacturer of high-performance insulating 

foam. In Building Distribution, the Group finalized the 

acquisition of the Brossette plumbing-heating-sanitaryware 

distribution network in France.

Accelerated expansion in Asia

and in fast-growing markets

In fast-growing countries, Saint-Gobain’s products 

respond to the increasing demand for equipment 

and new residential, office and other buildings. 

The habitat and construction markets in these countries 

offer substantial growth potential due to urban 

development and exponentially rising infrastructure needs. 

Like in mature markets, demand for high value-added 

building solutions is tending to increase faster than 

per capita wealth or construction volumes.

Saint-Gobain is strengthening its presence in all 

fast-growing regions. For example, the Group started up 

a new float glass production line in Brazil and is finishing 

the construction of two additional float lines in Colombia 

and India. Sekurit is pursuing its development in countries 

with fast-growing automotive markets, notably in China, 

Mexico, Morocco and Poland. In Construction Products, 

the Group invested in Industrial Mortars in Brazil and Serbia 

(with the acquisition of Karbon), and in Gypsum in Russia 

and China. In China, Saint-Gobain also opened an abrasives 

production line and a new performance plastics plant 

dedicated to developing protective film applications for 

glass. Lastly, Verallia started up a new furnace in Argentina.

The Group is continuing to expand its presence in these 

markets, with a priority focus on enhancing profitability 

and developing strategic positions.

Creating 

the buildings

of the future

The habitat and construction markets are undergoing 

a real transformation in which Saint-Gobain is a leading 

player. The Group develops solutions that make buildings 

more energy-efficient and help to protect the planet. 

Therefore, the Group continues to invest heavily in 

research and development. Most of its solutions, 

such as glass products, mineral wool insulation, 

plasterboard, exterior wall and floor coating mortars, 

already help to make buildings more energy-efficient 

and will contribute further to their performance in the future. 

The buildings of the future will offer all types of comfort. 

People would like to be able to make themselves at home 

in a safe, comfortable, healthy place which protects them 

from the aggressions of the outside world. The Group offers 

esthetic solutions such as glazing, colored mortar and 

paintable wall coverings, as well as solutions to improve 

air quality, lighting management, and acoustic comfort 

(ceilings, plasterboard). 

Lastly, the buildings of the future will be constructed 

in partnership with all construction industry players. 

A new generation of contractors capable of using 

energy-efficient construction techniques will have 

to be trained. Saint-Gobain helps customers and partners 

embrace these green principles by leveraging the power 

of its distribution networks. In line with this commitment, 

in 2012 the Group pursued its broad-based program 

to train builders in emerging energy-saving techniques 

and solutions. 

Saint-Gobain Registration Document 2012 • 8

Creating the buildings of the future

Strategy - the reference in sustainable habitat and construction markets
Multi-Comfort:

a demonstration of our know-how

Saint-Gobain does not construct buildings, 

but equips them with differentiating,

high value-added solutions notably

to enhance comfort. To demonstrate

the effectiveness of these solutions and 

further develop research and innovation, 

numerous Saint-Gobain businesses joined forces to promote 

the Multi-Comfort concept in 15 countries. With this 

concept, Saint-Gobain is proposing a new way of making 

buildings. It establishes a common frame of reference

that takes into account each country’s specific features 

while anticipating new regulations. Designed to minimize

a building’s environmental impacts, the Multi-Comfort 

scorecard focuses on five types of comfort: 

Ten-year consolidated financial highlights

 (in € millions) 2012 2011 2010 2009 2008 2007 2006 2005(1) 2004 

(in IFRS) 2004 2003 2002

Net sales (2) 43,198 42,116 40,119 37,786 43,800 43,421 41,596 35,110 32,172 32,025 29,590 30,274

Operating income 2,881 3,441 3,117 2,216 3,649 4,108 3,714 2,860 2,743 2,632 2,442 2,582

Consolidated net income 796 1,360 1,213 241 1,437 1,543 1,682 1,294 1,275 1,120 1,065 1,074

Recurring net income(3) 1,126 1,736 1,335 617 1,914 2,114 1,702 1,284 1,289 1,122 1,020 1,051

Recurring earnings

per share in € (3) (4)

2.12 3.24 2.51 1.20 5.00 5.65 4.62 3.72 3.78 3.29 2.93 12.32

3.08*

Net income attributable

to equity holders of the parent

766 1,284 1,129 202 1,378 1,487 1,637 1,264 1,239 1,083 1,039 1,040

Earnings per share (in €) (4) 1.44 2.40 2.13 0.39 3.60 3.97 4.44 3.66 3.63 3.18 2.99 12.2 

3.05*

Total investments (5) 2,127 2,638 1,580 1,453 4,507 3,238 2,775 8,747 2,197 2,194 1,911 2,061

Consolidated equity 

(including minority interests)

17,851 18,218 18,232 16,214 14,530 15,267 14,487 12,318 10,863 11,806 11,310 11,542

Net debt 8,490 8,095 7,168 8,554 11,679 9,928 11,599 12,850 6,218 5,566 5,657 7,012

Non-current assets 29,629 29,877 28,933 28,149 28,026 26,041 26,274 26,763 17,183 17,515 17,237 18,840

Working capital 4,238 3,161 3,188 2,952 2,392 2,540(6) 2,451 2,324 3,181 4,943 5,247 3,951

Employees ( December 31) 192,781 194,658 189,193 191,442 209,175 205,730 206,940 199,630 181,228 181,228 172,811 172,357

1) Including BPB from December 1, 2005.

(2) Including ancillary revenue for €300 million in 2012, €309 million in 2011, €272 million in 2010, €267 million in 2009 and €318 million in 2008.

(3) Excluding capital gains and losses, asset write-downs and material non-recurring provisions (including a provision for the Flat Glass fine levied

by the European Commission).

(4) Earnings per share are calculated based on the number of shares outstanding at December 31.

(5) Capital expenditure and financial investments, excluding share buybacks.

(6) Working capital adjusted for the €560 million provision set aside in 2007 for the Flat Glass fine.

* Adjusted for the four-for-one stock split on June 27, 2002.

Thermal comfort and energy performance 

Bioclimatic architectural design;

effective thermal insulation; contribution 

from solar gain and renewable energy.

Health comfort and indoor air quality 

Carefully considered building choices 

(low-emission or active materials), 

airtightness, ventilation and monitoring

of indoor air pollution.

Acoustic comfort 

effective acoustic insulation

and correction.

Visual comfort 

Large windows to take maximum

advantage of light and sunlight; esthetic 

quality and harmonious building envelope. 

Modular comfort 

An evolving house: modularity

and accessibility of spaces.

thermAL

CoMfort

Health

CoMfort

acoustiC 

CoMfort

modulaR

CoMfort

visuAl

CoMfort

Saint-Gobain Registration Document 2012 • 9

Creating the buildings of the future

Strategy - the reference in sustainable habitat and construction markets
Saint-Gobain is organized around four Sectors – Innovative Materials, Construction 

Products, Building Distribution and Packaging.

To implement the Group strategy, Saint-Gobain is supported by three pillars, each having its own growth drivers 

contributing in a complementary manner to overall expansion.

SAINT-GOBAIN’s

businesses

The Innovative Materials Sector,

which comprises the Flat Glass and

High-Performance Materials Activities,

is Saint-Gobain’s technological bridgehead. 

With its unique portfolio of materials

and processes for the habitat, construction 

and industrial markets, the Sector embodies 

Saint-Gobain’s innovation-oriented culture 

and accounts alone for almost two-thirds

of the Group’s total research and development 

commitment.

The Construction Products Sector offers 

interior and exterior solutions for the 

buildings of today and tomorrow, including 

plaster and plasterboard products, acoustic 

and thermal insulation products, wall facings, 

roofing products and pipes. Its diversified 

business base provides an unmatched 

referral network, a global industrial presence 

and a portfolio of high-profile brands like 

Isover, PAM, Weber, British Gypsum® ,

Gyproc and CertainTeed. 

The Building Distribution Sector brings

to the Group a thorough understanding

of the needs of building professionals,

private project owners and large companies 

and a detailed knowledge of the newbuilding, 

renovation and home improvement markets 

and how they are changing. It plays a key

role in helping craftsmen embrace and 

acquire newbuilding renovation techniques.

Verallia, Saint-Gobain’s Packaging Sector

and the world’s number two(1) manufacturer

of glass containers, is a major supplier

of bottles for wines and spirits and jars

for food products. It also markets glass 

bottles for beer, fruit juices, soft drinks, 

mineral water and oil. As a Sector that

is not directly involved in Saint-Gobain’s 

sustainable habitat strategy, Verallia

is planned to be gradually divested.

An initial step was taken in January 2013, 

when Saint-Gobain agreed to sell Verallia 

North America to Ardagh. The transaction 

is subject to authorization by the United 

States anti-trust authorities. 

INNOVATIVE 

MATERIALS

CONSTRUCTION 

PRODUCTS

BUILDING 

DISTRIBUTION

PACKAGING 

VERALLIA

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 10

Saint-Gobain’s businesses
Innovative 

Materials

The Innovative Materials Sector 

is Saint-Gobain’s technological 

bridgehead. With its unique portfolio 

of materials and processes 

for the habitat, construction 

and industrial markets, the Sector 

embodies the Group’s innovationoriented culture and accounts 

for almost two-thirds of its total 

research and development 

commitment. 

INNOVATING 

TO PREPARE FOR 

THE futurE

Saint-Gobain Registration Document 2012 • 11
Innovative Materials

FLAT GLASS

With more than 33,000 people in 42 countries, the Flat Glass 

Activity is the leading flat glass manufacturer in Europe 

and number two worldwide(1). It comprises four main 

businesses: flat glass manufacturing; processing

and distribution of glass for the building industry; 

automotive, aircraft and railcar glazing; and distribution

of products for the solar energy market.

The Activity is supported by two dedicated research 

centers, in Germany (Herzogenrath) and France 

(Chantereine), and by the Saint-Gobain Research center

in France (Aubervilliers).

Flat Glass

Flat glass is manufactured in large industrial facilities

on long float lines where Saint-Gobain Glass produces 

everything from basic clear and colored grades to more 

sophisticated types with metallic oxides or other special 

coatings for use in a wide range of applications,

such as insulation and solar control glass. The Flat Glass 

Activity has 36 float lines worldwide, including 9 operated 

with partners. Over a third of the glass produced by

the Activity’s flat glass plants is further processed

before being sold, notably for the building and automotive 

industries. In addition to the core product range,

the Activity also manufactures specialty colored, high

light transmitting and embossed glass. Eurokera, a joint 

venture set up with Corning Glass Works, manufactures

and sells glass ceramics and is the joint world leader(1)

in ceramic glass hobs. 

Last year, the Flat Glass Activity in Europe was impacted

by the crisis and obliged to rightsize production capacity.

A float line in Italy was sold and another in France was 

shifted to operate under a partnership model. In late 2012, 

four float lines in Europe and two in Asia were shut down. 

Emphasis was placed on developing sales of high

value-added products, which continued to meet with

rising demand.

Processing and distribution

of glass for the building industry

Comprising a network of downstream processing

and distribution companies, Glassolutions covers

a broad spectrum of applications, including wall facings, 

large architectural projects, urban amenities, industrial 

joinery, furniture, bathroom fixtures and interior

decoration. All of these applications have benefited

from groundbreaking innovations, such as low-emission 

(low-E) glass, solar-control glass, shatterproof glass, 

fireproof glass, and active glass.

One example is SageGlass, an electrochromic glass

that darkens in response to an electrical charge,

offering total control over solar transmission and combining 

protection with visual comfort and energy efficiency.

The world’s first plant for the series production

of electrochromic glass is due to come on stream

in early 2013. The Flat Glass Activity also offers

specialty glass products that are well positioned

in their respective markets, such as oven door

and refrigerator glass (Euroveder), industrial optics

and industrial refrigeration (Sovis). 

Major cost cutting programs were implemented

in all host countries during 2012, thereby limiting

the impact of reduced sales in Europe.

Automotive glazing

Saint-Gobain Sekurit supplies the world’s major

car manufacturers with windshields, side windows,

rear windows, glass sun-roofs and other ready-to-assemble 

modules. These are all complex, rapidly evolving products 

featuring advanced toughening, lamination and tinting 

technologies and high-performance coatings. They help 

reduce vehicle energy consumption and deliver the safe, 

comfortable driving experience today’s users expect, for 

example with the greater visibility offered by panoramic 

windshields and the well-being afforded by soundproof 

window glass and windshields that are heated in winter and 

absorb heat in the summer. The Activity also serves other

segments of the transportation industry, with glazing 

products for aircraft, railcars, trucks and armored vehicles.

Saint-Gobain Sekurit’s sales were down last year

in Europe and Brazil, but up in Mexico and Asia.

To meet demand more effectively, the business

is pursuing its expansion in fast-growing regions, adding 

production capacity in Asia, Morocco and Eastern Europe.

Solar energy solutions

Active in the renewable energy market, Saint-Gobain 

manufactures and sells specialty glass for solar

applications as well as photovoltaic modules and systems.

At the end of 2011, Avancis in Germany inaugurated

a new photovoltaic module production line with an annual 

capacity of 100 megawatts that uses copper-indiumgallium-selenium (CIGS) technology, without any heavy 

metals. Another line is under construction in South Korea,

in partnership with Hyundai Heavy Industries. In 2012,

tight competition in the market led to a sharp drop

in module prices and a dramatic reduction in European 

output.

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 12

Innovative Materials - FLAT GLASS

Saint-Gobain’s businesses
With operations in 42 countries and nearly

27,000 employees, the High-Performance Materials 

Activity delivers high value-added solutions

to the many different complex problems encountered

by the manufacturing and construction industries.

The Activity is proficient in three main types

of materials – mineral ceramics (Ceramic Materials,

Grains & Powders, Crystals and Abrasives), performance 

polymers (Performance Plastics) and glass fabrics for

the construction and manufacturing industries (Saint-Gobain 

Adfors). It has acquired leading edge expertise in a range

of technologies, enabling it to leverage all the benefits

of these highly complementary materials and to develop 

solutions that meet its customers’ specific needs.

Most of the Activity’s solutions are developed jointly

with customers, in order to match their needs as closely

as possible. Examples include plastic products, highly 

sophisticated refractory products for the metalworking

and glassmaking industries, and crystals for radiation 

detection systems.

The High-Performance Materials Activity allocates

a high proportion of net sales to research and development 

(3.8% in 2012). The research and development commitment 

is split between large projects and a number of specialist 

areas. Examples of these projects include:

 ceramic fuel cell technology for decentralized energy 

production, particularly adapted to domestic energy 

needs;

 ceramic systems for storing the heat generated

by solar concentrators and protective films for the solar, 

building and automotive markets. 

Flat Glass

Businesses

and Products Main Applications Main Competitors Competitive Ranking(1)

Flat glass •	 Plain & tinted glass, coated glass •	 NSG (Japan)

•	 Asahi (Japan)

•	 Guardian

(United States)

•	 P.P.G. (United States)

•	 S ̨is ̨ecam (Turkey)

•	 Various Chinese

glass manufacturers

No.1 in Europe

No.2 worldwide Building products 

manufacturing

and distribution

•	 Glass for residential and commercial construction, 

renovation and interior design projects; intelligent 

glass 

Automotive glazing •	 Safety glass for the automotive, aircraft

and other transportation markets

Solar energy solutions •	 Photovoltaic systems, solar heating

and solar thermodynamic systems

•	 Glass manufacturers

and photovoltaic 

module manufacturers

Specialty glass •	 Fireproof glass, nuclear safety glass, industrial 

optics, glass for household appliances

and industrial refrigeration

•	 Schott (Germany) Leader or joint leader worldwide

The Activity has two dedicated research centers,

in the United States (Worcester) and in France (Cavaillon), 

which are supported by Saint-Gobain’s research

and development centers in China (Shanghai) and France 

(Aubervilliers). In addition, many research and development 

teams based at its large industrial facilities also work

on High-Performance Materials projects. 

During 2012, capital expenditure boosted capacity

in the fast-growing markets of Brazil, China and India.

The High-Performance Materials Activity comprises

four businesses: Ceramic Materials, Abrasives,

Performance Plastics and Saint-Gobain Adfors.

Ceramic Materials

The Ceramic Materials business extends from the synthesis 

and conversion of raw materials (Grains & Powders)

to the manufacture of products for high value-added 

applications, such as refractories for glass and blast

furnaces.

In the value chain, the Grains & Powders business

comes just after the production of silica and zirconium 

sands, bauxite and other mineral raw materials.

Saint-Gobain is the world leader(1) in the purification, 

crushing, melting and sintering of these materials.

It sells high-value suspensions and powders for the ceramics 

industry, aluminum oxide and zirconium oxide abrasive 

grains, and finished products. Typical products include 

pigment powders for home ceramic tiles.

For the energy market, the Group has developed proppants 

that are used to enhance oil reservoir recovery rates.

HIGH-PERFORMANCE MATERIALS

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 13

Innovative Materials - HIGH-PERFORMANCE MATERIALS

Saint-Gobain’s businesses
The global market leader(1) in Ceramics, the Group

serves a wide range of industries with products that deliver

the remarkable properties of high-performance ceramics,

such as exceptional mechanical strength, hardness,

heat resistance, controlled porosity, and light weight.

Examples include the particularly sophisticated refractory 

ceramics used in glass furnaces that produce specialty

glass for flat screen displays and the refractory ceramics

used in the steel industry. In addition to these traditional 

markets in which Saint-Gobain is the world leader(1),

the Group has also launched ambitious development 

projects to address emerging challenges and in 2013

is planning to finish building a large plant in the

United States dedicated to serving the oil and gas industry.

Crystals are used in many advanced technologies

for their optoelectronic and other unique properties.

For example, they are used to make light-emitting diodes 

(LEDs), a highly energy-efficient lighting solution for

the future that the Group is actively helping to develop.

A plant designed to manufacture large, high-performance 

sapphire substrates for LED production is currently under 

construction in the United States and scheduled to come

on stream in first-half 2013. In addition, the Ceramic 

Materials Activity supplies sensors used in medical

imaging machines and airport luggage scanners.

Abrasives

Abrasives is another business in which Saint-Gobain

is world leader(1), thanks to the Ceramic Materials

business expertise in producing the ceramic grains

on which most abrasive products are based.

Saint-Gobain Abrasives covers the entire spectrum

of abrasives, providing expertise and solutions

at every process stage, from slabbing and cutting

to polishing, grinding and surface-finishing.

The markets served are also wide-ranging, including

habitat and construction (from rough cutting of concrete 

walls and floors to sanding of wooden floors and polishing 

for decorative finishes), heavy industry (steelworks

and paper mills), and manufacturing and high-tech 

industries (automotive, aerospace and electronics). 

Innovation drives the development of increasingly

efficient and reliable products that are easier to use

and longer lasting. 

The abrasives market is trending upward outside Europe.

In acquiring Argentine companies Abrasivos Argentinos S.A. 

and Dancan S.A. in late 2011 and Chinese bonded abrasives 

company Nai Er Jian in 2012, the Group has strengthened

its manufacturing base in South America and China.

Performance Plastics 

Thanks to Performance Plastics, the High-Performance 

Materials Activity has developed considerable technological 

expertise in the production of special polymers delivering 

such remarkable properties as high-temperature resistance, 

chemical stability and purity, and special mechanical

and surface properties. As such, they are in high demand 

for a broad range of new applications in the automotive, 

aerospace, healthcare and construction industries. 

One example is the architectural membranes made

of fluoropolymer-coated glass fabric that are now widely 

used in major construction projects for their robustness, 

light weight, ultra-violet resistance, soil resistance,

and acoustic correction capabilities. The Performance 

Plastics business comprises three units: Composites

(films, foams and coated fabrics for construction

and industry), Bearings & Seals (for the automotive

and aerospace industries), and Fluid Systems

(for the healthcare and electronics industries). 

The acquisition of Solar Gard in 2011 facilitated expansion 

in the manufacture and distribution of coated films

for the habitat and construction market (glazing for 

residential and commercial buildings), the automotive 

market and various industrial applications. As a coating

and processing expert, Solar Gard produces solar control 

films that contribute to reducing energy consumption,

tinted films to ensure privacy and security, and films to 

protect against window breakage from attempted break-ins

and storms. In 2012, a new state-of-the-art plant

was inaugurated in Qingdao, China to effectively meet

Asia’s growing demand for films for architectural glazing 

and automotive applications.

Saint-Gobain Adfors

Saint-Gobain Adfors manufacturers and distributes glass fiber

yarns and fabrics, chiefly for habitat and construction 

applications. Its high-performance solutions include glass

fiber mesh for exterior wall insulation, a technique 

increasingly used in Europe. It also markets a growing

range of paintable wall coverings, a simple, elegant interior 

decoration solution that has been further enhanced

with acoustic correction capabilities. In 2012, Saint-Gobain 

Adfors actively pursued its product differentiation strategy 

and brought on stream a new geotextile product line

in India for the mining industry.

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 14

Innovative Materials - HIGH-PERFORMANCE MATERIALS

Saint-Gobain’s businesses
High-Performance Materials

Businesses and Products Main Applications Main Competitors Competitive Ranking(1)

Ceramic Materials

Grains & Powders •	 Raw materials for abrasives

and ceramics industries

•	 Mineral pigments for domestic ceramics

•	 Catalyst substrates

for the petrochemical industry

•	 Proppants for the oil industry

•	 Ceramic balls for micro-grinding 

applications

•	 Carbo Ceramics

(United States)

•	 Imerys (France)

•	 No.1 worldwide in silicon 

car-bide

•	 No.1 worldwide in zirconium

-based abrasives

•	 No.1 worldwide in ceramic balls

•	 No.2 worldwide in proppants

Refractories •	 Ceramic blocks for the manufacture

of industrial furnaces for glass, ceramic, 

metallurgy & energy applications

(including special glass for LCD screens)

•	 Armor plating for the defense industry

•	 Asahi (Japan)

•	 Cookson Vesuvius (UK)

•	 RHI (Austria)

•	 No.1 worldwide in refractories 

for glass and non-ferrous metal 

industries

Crystals •	 Sensors for medical imaging,

oil exploration and security

and safety applications

•	 Substrates, components & equipment

for the semi-conductor and light-emitting 

diode industries

•	 CPI (United States)

•	 GE-Reuter Stokes

(United States)

•	 No.1 worldwide

in scintillation systems

Abrasives

Bonded abrasives •	 Roughing, grinding and sharpening

of materials and tools in aerospace, 

automotive, metal processing, steel

and bearings industries

•	 Winterthur Technology 

– 3M (Switzerland)

•	 Noritake (Japan)

•	 Tyrolit (Austria)

•	 Worldwide co-leader

in all abrasive businesses

Thin grinding wheels •	 Cutting, deburring, metal processing, 

maintenance, energy, steel, construction 

and DIY applications

•	 Tyrolit (Austria)

•	 Comet (Slovenia)

•	 Pferd (Germany)

•	 Rhodius (Germany)

Coated abrasives •	 Surface treatment and sanding applications 

in aerospace, automotive, furniture,

hand tools, steel, jewelry, watchmaking

& biomedical industries

•	 3M (United States)

•	 Hermes (Germany)

•	 Klingspor (Germany)

•	 SIA (Switzerland)

Superabrasives •	 Precision tools for aerospace, automotive, 

bearings, cutting tools, electronics

& composite materials industries

•	 Glass industry

•	 Asahi (Japan)

•	 Noritake (Japan)

•	 Winterthur Technology 

– 3M (Switzerland)

Construction Products •	 Building materials industry

•	 Diamond saws

•	 Drills

•	 Husqvarna (Sweden)

•	 Tyrolit (Austria)

Performance Plastics

Bearings and seals •	 Friction parts for automotive, aerospace 

and industrial machinery applications

•	 Trelleborg (Sweden)

•	 Glacier Garlock

(United States)

•	 Oiles (Japan)

•	 No.1 worldwide

in automotive bearings

Fluid systems •	 Tubes, valves and connectors for fluid 

control systems in agri-food, bio-medical, 

automotive & semiconductor industries

•	 Entegris (United States)

•	 Stedim (France)

•	 Parker Hannifin

(United States)

•	 Kuriyama (Japan)

•	 No.2 worldwide

in specialty pipes

Films, foams

& coated fabrics

•	 Adhesive coatings, architectural units, 

radomes, protective gear, cooking surfaces, 

composite material molds, metal-glass 

seals for the automotive and construction 

industries, coated films for architectural 

glazing and automotive applications

•	 3M (United States)

•	 Rogers (United States)

•	 DuPont (United States)

•	 Nitto Denko (Japan)

•	 No.1 worldwide

in fluoropolymer-coated fabrics 

Saint-Gobain Adfors

Glass fiber yarn •	 Bobbins of glass fiber yarn for the textile 

industry

•	 AGY (United States)

•	 P.P.G. (United States)

•	 Nittobo (Japan)

•	 No.1 worldwide

in construction fabrics

Reinforcement fabrics

for construction

and manufacturing

•	 Wall facing reinforcements, paintable wall 

coverings, mosquito netting, strengtheners

for roof waterproofing systems, geotextiles

•	 Johns Manville

(United States)

•	 Phifer (United States)

•	 Vitrulan (Germany)

•	 No.1 worldwide

in paintable fabrics

•	 No.1 worldwide

in construction fabrics

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 15

Innovative Materials - HIGH-PERFORMANCE MATERIALS

Saint-Gobain’s businesses
construction

produCtS

BUILDING

THE HABITAT 

SOLUTIONS OF

THE FUTURE

The Construction Products Sector offers 

interior and exterior solutions for the buildings 

of today and tomorrow, including plaster 

and plasterboard products, acoustic and 

thermal insulation products, wall facings, 

roofing products and pipes. Its diversified 

business base provides an unmatched 

referral network, a global industrial

footprint and a portfolio of high-profile

brands.

Saint-Gobain Registration Document 2012 • 16
Construction PRODUCTS

With more than 47,000 employees, industrial facilities

in 55 countries and sales operations in 68 countries,

the Construction Products Sector is the worldwide leader(1)

in interior and exterior building solutions. Thanks to its 

high-profile brands and broad geographic footprint, it has 

solutions for every construction need including partitions, 

acoustic and thermal insulation products, wall facings, 

floors, roofing products and pipes. 

The Sector’s strategy is to:

 maintain the pace of innovation in all areas, whether

in terms of technology, organization or quality of customer

service;

 focus on business development in fast-growing markets 

and in developed markets seeking energy-saving

and Multi-Comfort building solutions;

 aim for excellence in operations, sales, marketing

and, more generally, all other functions of the organization;

 promote cross-functional habitat and construction 

solutions.

INTERIOR

SOLUTIONS

Gypsum

With more than 12,000 employees located in 130 production 

facilities worldwide, the Gypsum Activity is the world’s 

leading supplier(1) of plaster and plasterboard. Its operations 

consist of extracting gypsum — an abundant mineral found 

in the earth’s crust — and converting it into a wide range

of plaster-based products used for construction

and decoration.

The Activity offers a comprehensive range of solutions

for partitions, wall linings, ceilings and floors which meet 

high technical specifications in terms of fire and damp 

resistance and thermal and acoustic insulation. Easy to 

install, the products respond to customer demand for

a comfortable and visually pleasing home environment.

The Gypsum Activity’s solutions do not just comply

with the most ambitious technological standards and help

to promote their widespread adoption, they also aim

to remain a step ahead of new regulations concerning,

for example, the protection of interior air quality.

With its ranges of traditional and light plaster products 

marketed under well-known brands such as Placo®, Gyproc, 

Rigips®, British Gypsum and CertainTeed, the Gypsum

Activity holds significant market shares in both mature

and fast-growing markets. The ceiling business also

benefits from the solid position of such brands as Ecophon, 

Eurocoustic and Gyptone and offers thanks to

the combination of specialized brands a comprehensive 

array of high-performance solutions.

Identified reserves at the Activity’s 75 gypsum quarries 

represent several decades of production at current

extraction rates. Large quantities of synthetic gypsum

are also used and plasterboard recycling systems have been 

set up to expand the Activity’s sources of raw material.

The Gypsum Activity has a clear-cut strategy to grow

the business and strengthen its global leadership

by pursuing the following objectives:

 leverage innovation and research capabilities to drive

product development and showcase high value-added

systems;

 expand operations in fast-growing economies

to accompany local construction market dynamics,

particularly in Eastern Europe, Latin America, Africa

and Asia;

 continue to improve manufacturing infrastructure

and cut costs;

 generate synergies in line with Saint-Gobain’s

sustainable habitat strategy.

In 2012, a new plasterboard plant was brought on stream

in Roxboro, North Carolina and construction of new 

manufacturing facilities continued in fast-growing countries, 

notably in Russia and China. 

Insulation

With some 10,000 people worldwide, the Insulation

Activity designs, develops and sells thermal and acoustic 

insulation products and solutions for buildings.

It is the world leader(1) in mineral-wool insulation products, 

in terms of sales and the number of industrial patents.

The Activity’s products made from mineral wool

(glass wool and stone wool), polystyrene foam

and polyurethane are marketed worldwide under

the Isover brand, in the United States under the CertainTeed 

brand and in Japan under the MAG-Isover brand.

These high-performance solutions respond to the growing 

demand for energy-efficient and comfortable buildings,

as well as to certain specific needs in industrial facilities. 

Insulation products are sold as rolls, panels, loose wool

and in pipe sections formats, according to customer needs,

and services are also available such as installer training.

The main product applications are in the residential

and commercial building and renovation industries,

for roof, wall and floor insulation to reduce energy 

consumption and noise for maximum efficiency

and comfort. Other construction industry needs are

also addressed, such as heating and air conditioning

system insulation. In addition to these building

and renovation applications, the Activity also supplies 

technical insulation solutions for industrial facilities,

ships, railcars and automobiles, as well as products

for niche sectors such as soil-less (hydroponic) cultivation.

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 17

Construction Products

Saint-Gobain’s businesses
The Activity offers core thermal and acoustic insulation 

solutions and is expanding in particular thanks to enhanced 

energy efficiency standards and regulations in many 

countries. 

The Activity insulates one in three houses in Europe

and one in five in the United States(1). It has operations

in all five continents either as a direct producer or via 

licensees.

The market leader in insulation(1), the Insulation Activity 

strategically focuses on building:

 dynamic positions in the building insulation and specialty

insulation segments;

 a powerful brand with clear commitments to sustainable

development;

 a broad, innovative range of material solutions adapted

to the specific needs of each country;

 a customer-focused organization that delivers services

responsively thanks to a production and sales network 

attuned to local needs;

 its key role in Saint-Gobain’s sustainable habitat strategy.

In 2012, the Insulation Activity enhanced its portfolio

of solutions by purchasing Celotex, one of the UK’s

leading producers of high-performance insulating foam,

and pursued its expansion in fast-growing markets

by acquiring an interest in Zao Isoroc, a Russian stone

wool manufacturer. 

EXTERIOR

SOLUTIONS

Exterior Products

The Exterior Products Activity, which employs over

3,000 people, is a leading player(1) in the North American 

habitat and construction market. Its comprehensive array

of products designed specifically for North American

homes is marketed under the CertainTeed brand. 

The roofing line-up consists of top-of-the-line asphalt

and composite shingles available in a wide range of styles 

and colors, while for exterior walls, CertainTeed offers

a broad selection of easy-to-maintain vinyl and fiber 

cement siding that combines beauty and durability.

Other exterior products for the homebuilding

and renovation market include fences, railings and decks 

made from PVC or composite materials. 

The Exterior Products Activity also manufactures vinyl 

pipes and fittings for water supply and drainage systems, 

and pipe systems for industrial, mining, irrigation

and pressurized drilling applications.

The strategic objectives of this business are to:

 strengthen CertainTeed’s leadership on the American

market and increase the brand’s market share in Canada;

 become the reference supplier of innovative

construction products and systems;

 broaden the product range and develop new distribution

channels;

 contribute actively to sustainable development

by enhancing the environmental performance of its 

manufacturing plants and products.

Pipe

With over 10,000 people, the Pipe Activity leverages

its more than 150 years of experience in the water

supply market to offer comprehensive solutions that

meet the highest specifications. It ranks number one 

worldwide(1) for the production and marketing of ductile

cast iron pipe systems and number one in Europe(1)

for municipal castings and cast iron wastewater

and rainwater drainage systems for buildings. Products

are sold in over 140 countries from manufacturing bases

in Italy and Brazil as well as from more recently developed 

plants in China, the Czech Republic and South Africa.

With a view to ensuring a local footprint, the Pipe Activity

is organized internationally around three units,

Water & Sewage, Municipal Castings, Soil & Drain.

Under the global PAM brand, the Pipe Activity designs

and sells:

 complete ductile cast iron pipe systems for:

		 - drinking water, irrigation, sanitation and rainwater

 drainage,

	 	 - industrial utility and process circuits,

	 	 - fire sprinkler systems;

 valves, sprinklers and connectors for water networks;

 ductile cast iron and steel municipal castings for network

access (water, wastewater and telecommunications);

 complete cast iron wastewater and rainwater drainage

systems for buildings;

 cast iron underground heat exchangers.

The quality of the Pipe Activity’s solutions is widely 

recognized by customers, who particularly appreciate

the durability, ease of installation and performance

of its pipe systems, the reliability of its products

and services, and the depth and breadth of its offer. 

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 18

Construction Products

Saint-Gobain’s businesses
Fully committed to the principles of sustainable 

development, the Activity develops solutions that have

a remarkably small environmental footprint.

Because they are durable, water-resistant and recyclable, 

they reduce consumption of water and raw materials. 

The Pipe Activity’s strategic objectives are to:

 consolidate its leadership and technological advance

by leveraging its innovation capabilities and service

quality;

 achieve the highest standards of manufacturing excellence 

and efficiency;

 develop effective responses to today’s major societal

and sustainable development challenges with its ductile

cast iron solutions.

In 2012, the Pipe Activity won a major contract in Kuwait 

and lent its expertise to a variety of international projects, 

including the construction of football stadiums in Brazil

for the 2014 World Cup and the global roll-out of

Saint-Gobain’s Blutop pipe solutions, now an integral part

of the drinking water supply system of Guanambi, Bahia.

Industrial Mortars

The Industrial Mortars Activity, which has over 10,000 

employees and markets its products under the Weber

brand, is the world leader(1) in its field, ranking number

one worldwide for tile adhesives and grouting, and number 

one in Europe(1) for exterior wall insulation systems

and flooring systems. It has operations in 48 countries, 

supported by a network of some 180 industrial facilities.

The Activity comprises three business lines:

 industrial mortars, marketed under the Weber global brand;

 expanded clay aggregates, mainly sold under the Leca

brand;

 site and plant equipment, supplied through m-tec.

Weber offers a comprehensive line-up of exterior wall 

decoration, protection and insulation solutions for

the residential, commercial and industrial building markets. 

 Mortars are available in a wide range of colors

and surface effects with a choice of technical functions,

such as insulation, repair and damp-proofing of exterior

walls.

 In Europe, the offer is adapted to each local market,

in terms not only of insulating performance but also

of architectural styles and the general environment.

 The line-up is supported by a full range of services

that include classroom theory and onsite training

for contractors and specifiers.

Weber’s tiling products represent safe, easy-to-implement 

solutions adapted to each situation and based on local

tiling techniques.

They comprise cement and resin-based adhesives

and grouting for fixing all types of tiles on all types

of surfaces, and for decorative and technical joints.

Flooring solutions are designed for a wide range

of applications, such as new or renovated concrete

toppings, screed to create a level base for other flooring, 

and colored mortars for a decorative effect. The lineup

also includes technical products for high traffic areas

such as shopping malls, which are designed for rapid 

installation to keep downtime to a minimum, and solutions 

to meet specific technical challenges, such as underfloor 

heating systems.

The construction mortars offer comprises a full range

of technical mortars for repair, sealing, blocking, pointing, 

renovation and waterproofing applications. By providing 

practical solutions to problems routinely encountered 

during construction and renovation projects, they help

to smooth the workflow and make life much easier

for the project manager. 

Lastly, to ensure that all the needs of building

and renovation contractors are met, from construction

to finishing, Weber also markets a range of masonry 

construction and assembly products and a selection

of interior wall renders. 

Leca supplies expanded clay pellets for use in road 

construction and civil engineering projects as well

as in light concrete and mortars to improve insulation 

performance and reduce the weight of materials handled 

and used on construction sites. Clay aggregates are also 

highly suitable for fast-growing emerging applications,

such as in solar power plants and green roofs. 

m-tec offers turnkey solutions to on-site mortar needs, 

including plants, logistics systems, mobile silos, mixing, 

pumping and conveyor systems. Lastly, a range of additives 

is marketed in the Middle East to meet growing construction 

industry demand for concrete with improved technical 

properties. 

The Industrial Mortars Activity’s strategic objectives are to:

 consolidate its worldwide and regional leadership(1),

in particular by developing innovative solutions

and effective services;

 deploy best worldwide practices to meet local needs;

 build sales in fast-growing markets;

 support improvements in energy efficiency.

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 19

Construction Products

Saint-Gobain’s businesses
 Construction Products

Businesses and Products Main Applications Main Competitors Competitive Ranking(1)

Gypsum

•	 Plasterboard (including

with specific functions)

•	 Plaster: construction plaster 

and other specialty plasters

•	 Plasterboard fastening 

systems and accessories

•	 Ceiling tiles and panels

•	 Soundproof ceilings

•	 Metal frames

•	 Partitions, ceilings & flooring

for residential and commercial buildings

•	 Interior thermal insulation

•	 Soundproofing solutions

•	 Fire protection solutions

•	 Shockproofing solutions

•	 Damp-proofing solutions

•	 Interior air quality solutions

•	 Interior decoration

•	 Ceramic & metal moldings

•	 Siniat, corresponding

to Gypsum Activity assets

in Europe and South America 

acquired by Etex (Belgium) 

from Lafarge (France)

•	 Knauf (Germany)

•	 USG (United States) 

•	 National Gypsum (United States)

•	 Georgia Pacific (United States)

•	 BNBM/Taihe (China) 

•	 Armstrong (United States) 

•	 Rockfon (Denmark),

Rockwool’s ceiling company

•	 Boral (Australia)

•	 World leader

Insulation

•	 Glass wool

•	 Stone wool

•	 Ultimate® mineral wool

•	 Expanded polystyrene foam

•	 Extruded polystyrene foam

•	 Polyurethane

•	 Hemp insulation

•	 Air tightness membranes

•	 VIP fiber rolls

•	 Thermal and acoustic insulation of residential, 

office and industrial buildings

•	 Technical insulation for industrial facilities

and air conditioning and heating systems

•	 Insulation for ships, trains, cars and household 

appliances

•	 Substrates for hydroponic cultivation

•	 Owens Corning

(United States, China)

•	 Johns Manville (United States)

•	 Rockwool (Europe)

•	 Ursa (Europe)

•	 Knauf

(United States, Europe)

•	 BASF (worldwide)

•	 Dow Chemicals (worldwide)

•	 Kingspan (Europe)

•	 Technonicol (Russia)

•	 Asahi (Japan)

•	 World leader,

all insulating 

materials combined

•	 World leader

in mineral wool

•	 No.1 in Europe

in airtightness 

solutions

•	 No.1 in Europe

in expanded 

polystyrene foam

Exterior Products 

•	 Siding 

•	 Vinyl fences, decks, railings

•	 Asphalt and composite 

roofing shingles 

•	 Piping and foundation 

products

•	 Fiber-cement

•	 Single family homes and apartment buildings

•	 Newbuilding, repair and renovation markets

•	 Ply Gem (United States)

•	 Georgia Gulf (United States)

•	 Alside (United States)

•	 James Hardie (United States)

•	 Trex (United States)

•	 Fiberon (United States)

•	 Owens Corning (United States)

•	 Tamko (United States)

•	 IKO (United States)

•	 GAF (United States)

•	 Azek (United States)

•	 Versatex (United States)

•	 No.2

in the United States 

for vinyl siding

•	 No.3

in the United States 

for roofing shingles

•	 No.2

in the United States 

for fiber-cement

Pipe

•	 Complete piping systems

in ductile cast iron, pipe 

connectors and fittings 

•	 Ductile cast iron and steel 

manhole covers

•	 Complete cast iron 

wastewater and rainwater 

drainage systems for 

buildings

•	 Drinking water supply systems

•	 Irrigation systems

•	 Sewage systems

•	 Sprinkler systems

•	 Wastewater and rainwater drainage

for buildings

•	 Utility access (manholes)

•	 Xinxing (China)

•	 Electrosteel (India)

•	 Jindal (India)

•	 US Pipe (United States)

•	 Mac Wane (United States)

•	 Kubota (Japan)

•	 Duktus (Germany)

•	 East Jordan/Norinco (United 

States/France)

•	 Wavin (Netherlands)

•	 PipeLife (Austria)

•	 World leader

in ductile cast

iron pipe systems

•	 European leader

in ductile cast iron 

municipal castings

•	 European leader

in cast iron 

wastewater

and rainwater 

drainage systems

for buildings

Industrial Mortars

•	 Wall rendering products

•	 Tile adhesive & grouting

•	 Flooring screed

•	 Technical mortars

•	 Interior rendering

•	 Masonry mortar

•	 Expanded clay aggregate

•	 Cement additives

•	 Exterior wall decoration and protection

•	 Exterior thermal insulation

•	 Stonework renovation

•	 Tile fixing

•	 Decorative and technical pointing 

•	 Tile cleaning and protection 

•	 Concrete toppings and leveling compounds

•	 Technical and decorative flooring

•	 Building waterproofing

•	 Concrete repairs

•	 Masonry building and finishing

•	 Lightweight blocks

•	 Civil engineering and high-way bedding 

solutions

•	 BASF (Germany)

•	 Mapei (Italy)

•	 Sto (Germany)

•	 Materis (France)

•	 Sika (Switzerland)

•	 Baumit (Austria)

•	 Ardex (Germany)

•	 World leader

in industrial

mortars 

(1) Source: Saint‐Gobain

Saint-Gobain Registration Document 2012 • 20

Construction Products

Saint-Gobain’s businesses
bUILDING

distribution

The Building Distribution Sector 

serves the newbuilding, 

renovation and building 

improvement markets. 

DISTRIBUTING 

THE

MATERIALS OF 

THE FUTURE

Saint-Gobain Registration Document 2012 • 21
BUILDING DISTRIBUTION

With a network of nearly 4,500 sales outlets and 67,000 

employees in 29 countries, the Building Distribution

Sector is Europe’s leading building materials distribution 

network. It serves the newbuilding, renovation and home 

improvement markets. 

The Building Distribution Sector targets craftsmen,

small and medium-sized enterprises, private project

owners and large companies via a network of strong

and complementary trading brands, either generalist

or specialist. Rooted in its local market, each brand has

a unique position to meet the specific needs of each type

of customer and market. Together, they contribute

to the Sector’s overall sales effectiveness. The Sector 

deploys best practices in all its host countries, while 

maintaining a high level of responsiveness to the local 

market. This nimble, proactive organization makes

it possible to meet a wide range of expectations in terms

of products and services. 

The Sector’s ambition is to be the preferred partner of both 

its customers and suppliers. To this end, it mobilizes a vast, 

deep network of sales outlets, also deriving strength

and effectiveness from the quality, vitality and expertise

of its teams. 

The Sector’s strategic priorities are those of a market leader: 

to offer customers the best service and added value while 

at the same time proposing the most effective solutions, 

notably to increase the energy efficiency of newbuildings or 

buildings to be renovated; to strengthen its core 

competencies; to build a solid information systems

and logistics architecture; and to sharply focus on its teams’ 

development.

Brands and teams

that make the difference

Generalist brand Point.P Matériaux de Construction

is the market leader in France(1). It operates alongside

other generalist and specialist brands as part

of Saint-Gobain’s French network. Together, the brands 

mainly target building professionals. They form a network 

that covers the whole of France and serves the newbuilding 

and renovation markets, providing a complete range

of energy efficient solutions.

The acquisition of Brossette during the year further 

strengthened the Building Distribution Sector’s position

in plumbing-heating-sanitaryware distribution in France

and in the rest of Europe in general. Brossette’s brand 

identity was preserved, with integration primarily

involving the creation of purchasing, logistics

and information systems synergies through the Cedeo 

brand, which is positioned in the same market.

Lapeyre, the main brand of the Lapeyre group, is specialized 

in home improvement through its different areas: fittings, 

bathroom, kitchen, joinery and flooring. It offers bespoke 

installation, fitting and related services to its customers. 

Both a manufacturer and distributor, the Lapeyre group 

works on the renovation and newbuilding markets.

In the United Kingdom, Jewson is the leading generalist 

supplier of building products(1). Mainly targeting small

and medium-sized enterprises and tradespeople, its network 

comprises a portfolio of generalist and specialist brands 

serving the newbuilding, renovation and durable home 

improvement markets. 

The acquisition of Build Center enabled Jewson

to consolidate its leadership position in the generalist 

building materials distribution market. 

Careful attention was paid to effectively integrating teams 

during the acquisition. All Build Center outlets took

on the Jewson brand name or other UK brand names 

belonging to the Sector. Employees were supported 

throughout the integration process, the objective being

to impart a common identity and culture. 

Saint-Gobain is the leading building materials distributor

in Germany. Its network is made up of complementary 

generalist and specialist brands to meet the needs

of all types of customers, markets and projects. Raab 

Karcher, its main generalist brand, also operates in the 

Netherlands, Poland, Hungary and the Czech Republic. 

In the Nordic countries, the main brands are Dahl, no.1 

distributor of plumbing, heating and sanitaryware products(1)

and Optimera, a major player in the distribution of building 

materials. They serve the newbuilding, renovation

and sustainable solutions markets, as well as the industrial 

markets.

In Southern Europe, Saint-Gobain is present in Spain, 

Portugal and Italy through a network that includes 

generalist brands as well as brands specialized in interior 

fittings, tiles, and plumbing-heating-sanitaryware solutions.

In the United States, Norandex markets exterior building 

products such as siding, windows, roofing and doors,

while Meyer Decorative Surfaces offers laminate

and related products for the kitchen and for bathroom 

furniture.

The Sector is represented in Brazil by Telhanorte, a builders’ 

merchant specialized in home improvement and more 

particularly, tiles, bathrooms and kitchens. In Argentina, 

Barugel Azulay is a distributor of sanitaryware, tiling, 

kitchen and wooden floor products.

Customer-focused, value-added innovation

The Building Distribution Sector’s teams create value

day in, day out thanks largely to a focus on innovation. 

By placing customers at the heart of their strategy,

its brands play a vital role in helping contractors understand 

and embrace newbuilding renovation techniques,

new regulations and emerging markets.

Always attentive to customers’ requirements, the brands

are constantly looking for the best ways to deliver

customers a professional solution, relevant expertise

and increased added value. This is reflected in products

and services, sales concepts, showrooms, training centers, 

practical guides, professional advice and logistics.

A comprehensive range of solutions

The Building Distribution Sector’s brands leverage

new distribution formats and innovative tools to keep

in step with the times, forever adapting to market

and technological change. 

(1) Source: Saint‐Gobain Saint-Gobain Registration Document 2012 • 22

BUILDING DISTRIBUTION

Saint-Gobain’s businesses
(1) Source: Saint‐Gobain

 In France, Saint-Gobain Building Distribution has unveiled 

the world’s largest industry-specific distribution center 

project. An original concept for meeting the supply needs

of building and renovation professionals, the center will

be situated in the inner Paris suburb of Pantin. It will gather 

six complementary brands – Asturienne, Cedeo, Dispano,

La Plateforme du Bâtiment, Point.P Matériaux de 

Construction and PUM Plastiques – in one single location 

and will be built to unprecedented standards in terms

of energy performance, sustainable urban integration

and corporate social responsibility. 

 For its part, Lapeyre has developed a new sales application

called Lapeyre 3D. In just a few clicks, it allows sales 

personnel to bring customers’ home improvement vision 

to life in instantly viewable 3D format. Also available to 

customers at www.lapeyre.com the application enables 

customers to create their own project at home before 

fine-tuning the details with an in-store representative. 

Lapeyre 3D will soon be rolled out to other product lines.

Promoting energy efficiency

and new energies

To support and guide customers through their energy 

efficiency challenges, the Building Distribution Sector’s 

brands develop innovative tools and provide customized 

training in sustainable products and renewable solutions.

 In Northern Europe, for example, Dahl continued to deploy 

its innovative “Klimacenter” concept, which is a real

showcase for the Building Distribution Sector’s energy 

efficiency expertise. Introduced in Denmark in 2010,

the concept has since been deployed in Norway

and Sweden. A second “Klimacenter” has also opened

in Denmark. The building is a step ahead of Denmark’s 

2015 Construction Code requirements for low-energy 

buildings, based on a concept developed by Saint-Gobain 

Distribution Denmark in cooperation with several

Saint-Gobain Group companies and brands, including 

Optimera and Øland from Building Distribution,

Scanglas from Innovative Materials, and Gyproc,

Ecophon and Isover from Construction Products.

The “Klimacenters” combine a showroom, a training center, 

and a skills center devoted to renewable energies

and ventilation systems, where professional builders

and end users can test a broad range of environmentally 

friendly solutions in practical applications. They can

also receive advice and training from Dahl personnel

with related expertise.

 To guide and support its UK customers in their sustainable 

building practices, Jewson has developed “Ask Jack”,

an interactive application available online and on 

smartphones. It allows professionals and end users

to submit questions to “Jack”, a virtual outlet manager who 

instantly replies based on information contained

in the brand’s now well-known “Sustainable Building 

Guide”. Jewson’s awareness-building program is further 

enhanced by the smartphone application Greenworks

and by training modules offered through Greenworks 

Training Academy. Created and financed by Jewson, 

Graham, Gibbs & Dandy and Minster, Greenworks

Training Academy gives hundreds of professionals

and employees an opportunity to fine-tune their skills

in renewable systems and solutions out of its two locations 

in the United Kingdom. Raab Karcher in the Netherlands 

has also opened its own Green-works Academy in Breda, 

to coincide with the launch of the Greenworks brand. 

 In Germany, Solarkauf offers an all-in-one solution

in selected outlets with a full range of products

and accessoires for the photovoltaic market.

E-commerce and digital presence

The Sector’s brands have continued to innovate in the area 

of e-commerce. Alongside smartphone applications such

as those introduced by Graham, Jewson, Point.P and Raab 

Karcher, many commercial websites and applications

were successfully launched in 2012.

 In Germany, for example, Raab Karcher customers can

now order more than 260,000 products online.

Orders are processed directly by the customer’s chosen 

sales outlet. 

 In France, La Plateforme du Bâtiment has designed a new 

e-commerce site for building professionals. After logging 

in, they can order products and pick them up within

the hour from the closest warehouse, or have them 

delivered to the project site the following day. 

The website is accompanied by a smartphone application 

particularly adapted to La Plateforme du Bâtiment customers, 

who can use it to submit orders when and where they like.

In addition, the Dispart brand has launched an online store 

allowing professionals to access information on more than 

6,000 heating equipment parts, submit orders and request 

delivery within 24 hours. 

Pooling resources

to become stronger together

In a difficult environment, Saint-Gobain’s Building Distribution 

Sector continued to move forward by boosting its sales

and operational momentum. Through sharing experiences 

between its brands, optimizing synergies and putting

the customer at the heart of its strategy, the Building 

Distribution Sector intends to get the most from its size

and diversity, as well as its teams’ local responsiveness

and expertise.

Building

Businesses and Products Main Applications Main Competitors Competitive Ranking(1) 

•	 Distribution

of construction materials 

for the newbuilding

and renovation markets 

•	 Industrial joinery

•	 Individual and collective 

housing market

•	 House fittings: fitted 

kitchens and bathrooms, 

interior fittings, doors

and windows, wall and 

floor coverings, plumbingheating-sanitaryware 

solutions

•	 Wolseley (United Kingdom, France, Nordic 

countries, United States, Canada, Switzerland, 

Austria)

•	 CRH (Netherlands, France, Switzerland, 

Germany, Belgium)

•	 Travis Perkins (United Kingdom, Netherlands) 

•	 SIG (United Kingdom, France, Germany, 

Netherlands, Poland)

•	 Grafton (United Kingdom, Ireland, Belgium)

•	 Ahlsell (Scandinavia)

•	 Chausson, Vendée Matériaux, Samse (France)

•	 No.1 European building

materials distribution network

•	 No.1 in Europe in the plumbingheating-sanitaryware market

Saint-Gobain Registration Document 2012 • 23

BUILDING DISTRIBUTION

Saint-Gobain’s businesses
PACKAGING

VERALLIA

The Packaging Sector, under 

the Verallia name, designs 

and manufactures glass containers DEVELOPING for the food and beverage industry.

THE KNOW-HOW OF 

THE FUTURE

Saint-Gobain Registration Document 2012 • 24
PACKAGING VERALLIA

(1) Source: Saint‐Gobain

With more than 14,000 employees in 14 countries,

the Packing Sector is ranked number two worldwide(1)

in glass containers. Operating under the Verallia brand,

it designs and manufacturers bottles and jars

for the food and beverage industry. 

In 2012, Verallia produced around 25 billion glass bottles 

and jars and held forefront positions in all of its markets

– mainly still and sparkling wines, spirits bottles and food

jars (used for soluble products, yogurts and other dairy 

products, preserves, baby food, etc.), but also beer

and soft drink bottles. 

Its objective is to offer its 10,000 customers in 46 countries 

the most innovative packaging solutions and services

to accompany them sustainably in their expansion

in the markets of tomorrow.

Its business model is based on a unique combination:

a powerful worldwide industrial network of 58 sites

and 96 glass furnaces in 14 countries, and a team

of more than 14,000 people maintaining a close local 

presence alongside customers. 

Backed by centuries of glass expertise, Verallia has set

the ambitious goal of becoming the reference in glass 

containers and rigid packaging solutions, supporting

the sustainable development of its host communities, 

enhancing the value of customer products contained

in its packaging and contributing to the well-being

of end-consumers.

To achieve this, Verallia mobilizes and continually optimizes 

world-class technological expertise and key skills,

particularly at its eight research and development centers 

around the world. The task of improving glass packaging 

and processes is supported by energetic research and 

development activity, often carried out in partnership

with teams from Saint-Gobain’s other glass sectors. 

Attesting to these efforts, a total of more than 300

patents had been filed by Verallia by the year-end.

Lastly, in the area of innovation, Verallia is working

to improve its industrial processes, such as glass melting 

and forming and, in general, is actively committed to a 

program of product differentiation and service innovation.

Verallia supports its customers in new markets with bottles 

and jars featuring ever more original shapes and innovative 

designs. Determined to propose differentiating products, 

the Sector’s teams create highly attractive glass containers 

by playing with product themes as well as colors

and shapes. In 2012, thirteen prizes for innovation were 

awarded to containers designed by Verallia. Among them, 

the blue beer bottle made for Bud Light Platinum in

the United States received a very prestigious Clear Choice 

Award. To encourage new concepts to emerge, Verallia 

France held another creative competition for design school 

students in 2012. In view of the success, the contest will

be extended to other countries in the future.

Product innovation goes hand in hand with the development 

of services tailored to the specific needs of the Sector’s 

customers. Last year in the United States, for example, 

Verallia launched B.0.B. (buyourbottles.com), the first 

website that allows small craft breweries to buy small 

quantities of bottles directly from Saint-Gobain plants,

by pallet rather than by truckload. 

Flexible and innovative, Verallia works closely with

its customers to design and co-develop specific products. 

Thirteen design and development laboratories have been 

set up for this purpose worldwide. The latest of these, 

dedicated to Verallia’s upscale international brand Selective 

Line, was inaugurated in March 2012 in Pont-Sainte-Maxence, 

France, near the Roissy-CDG airport. In these laboratories, 

innovative ideas are transformed into industrializable glass 

solutions through a collaborative process. Verallia’s experts 

bring their customers in to work on new bottle and jar 

projects together in real time, and even use simulated 

environments to test products on the virtual store shelf.

Leveraging its glass expertise and innovation capabilities, 

Verallia works alongside its customers to create products 

aligned with changing market needs, while at the same time 

placing sustainable development at the heart of its strategy. 

Its EcoVa range of eco-designed bottles, which weigh less, 

minimize environmental impacts and optimize the value

of their contents, were launched successfully in Germany

in 2012. They now represent the majority of volumes

sold in some market segments and in certain countries, 

particularly where customers are highly export focused. 

Attentive to the well-being of end users, Verallia uses

the unrivalled properties of glass to its advantage.

Produced from naturally occurring raw materials, glass

is fully and indefinitely recyclable. It is also chemically

inert and neutral, making it an ideal packaging solution

for protecting the health and well-being of consumers.

In 2012, Verallia continued to support all of the major 

national, continental and global federations of glass 

professionals in their campaigns to promote glass.

These included the Little Taste Testers contest organized 

through social media channels by the European Container 

Glass Federation (F.E.V.E.). Verallia also created its own 

Facebook page, Verallia Forever Glass. 

Last year, the Sector pursued its initiatives to improve

the environmental performance of its manufacturing 

facilities, guided by four priority objectives: increase

the use of recycled glass in place of virgin raw materials 

(thereby reducing energy consumption and consequently 

CO2 emissions), cut CO2 emissions, improve process energy 

efficiency and optimize water resources.

Saint-Gobain Registration Document 2012 • 25

PACKAGING

Saint-Gobain’s businesses
 (1) Source: Saint‐Gobain

Verallia’s efforts have not gone unrewarded. In the United 

States, two of its sites obtained ISO 14001 certification 

during the year and three were awarded the Energy Star label. 

Close to its customers, proud of its shared values

and respectful of its environment, Verallia maintained

its position(1) as joint leader of the European market, 

number two player in the United States and leader

or joint leader of each of its market segments.

To step up its commitment to improving industrial 

performance, Verallia set up cross-functional operational 

excellence programs in four areas: manufacturing, capital 

expenditure, procurement optimization and innovation.

In manufacturing, Verallia gave new impetus to its World 

Class Manufacturing E2 (Enterprise Excellence) program

by launching “E2volution” at two initial pilot sites in Burgos, 

Spain and Figueria da Foz, Portugal. By thoroughly rethinking 

work organization, fostering more intense best-practices 

sharing and encouraging greater standardization,

the initiative enabled teams at both sites to reduce losses, 

lower production costs and improve margins.

In the area of capital expenditure, the Sector continued

to pursue modernization, quality enhancement

and environmental stewardship programs in 2012

– despite the financial crisis – in mature and fast-growing 

markets alike.

In Spain, Verallia celebrated the relining of the furnace

at its plant in Montblanc, Spain at a ceremony attended

by its customers.

In Argentina, the Sector inaugurated its third glass furnace, 

which will be dedicated to making wine bottles. The furnace 

will help increase local production capacity by over 40% 

and thereby meet demand from the booming wine industry, 

particularly in export markets.

. Packaging

Businesses and Products Main Applications Main Competitors Competitive Ranking(1)

•	 Glass bottles and jars •	 Packaging for food products 

& beverages

•	 Owens Illinois (United States,

Europe, Asia, Latin America)

•	 Anchor Glass (United States)

•	 Vitro (United States)

•	 Ardagh (Europe)

•	 Vetropack (Europe)

•	 Vidrala (Europe)

•	 S ̨is ̨ecam (Turkey and Eastern Europe)

•	 Barbosa & Almeida (Spain, Portugal)

•	 No.2 worldwide

and leader or joint leader

in all countries where

it has industrial operations

for all its businesses

Saint-Gobain Registration Document 2012 • 26

PACKAGING

Saint-Gobain’s businesses
*Thomson Reuters 2012 Top Global Innovators

(1) Source: “Building Design and Construction: Forging Resource Efficiency and Sustainable Development”, 

United Nations Environment Program-Sustainable Buildings and Climate Initiatives (UNEP-SBCI).

Saint-Gobain,

one of the 100 most innovative

companies in the world*

Research and innovation are at the heart of Saint-Gobain’s 

habitat solutions strategy and sustainable development 

policy. Initiatives to develop the Group’s innovation culture 

are clearly producing results: for the second year in a row, 

Saint-Gobain ranked among Thomson Reuters’ Top 100 

Global Innovator Companies. The Group intends to pursue 

its efforts in this area in the years ahead—notably in terms 

of investment—to maintain and extend its leadership 

positions in its Activities and sustain a high level

of performance and operating excellence. 

In 2012, R&D spending totaled €479 million and 3,700

team members worked on 850 research projects.

Saint-Gobain has six cross-functional R&D centers that serve 

all its Activities (Aubervilliers, Cavaillon and Chantereine

in France, Herzogenrath in Germany, Northboro

in the United States and Shanghai in China). A seventh

was inaugurated in Chennai, India in 2012. The Group

also has a dozen research centers dedicated to specific 

Activities and around 100 development units worldwide. 

These substantial investments and the efforts of the research 

teams work have resulted in a constantly growing number of 

patents. In 2012, Saint-Gobain filed more than 400 patents, 

compared with 260 a year in the 2004-2006 period.

This vibrant research and innovation is also reflected

in the organizational and cultural transformation taking 

place at Saint-Gobain. With its sustainable habitat strategy, 

the Group has shifted gradually from a product-focused 

mindset to a mindset focused on markets and solutions.

Now, new competencies and skills are needed to prepare 

the future and maintain Saint-Gobain’s innovative edge.

RESEARCH

SUPPORTING STRATEGY 

In the face of global warming and dwindling natural 

resources, new research efforts are required, notably

in the building industry, which is among the most significant 

contributors to negative environmental impacts. Designing 

products and solutions that facilitate sustainable building 

and help to reduce the construction industry’s 

environmental footprint is at the heart of Saint-Gobain’s 

sustainable habitat strategy. This is a responsibility

for the Group’s teams, as well as a major source of motivation.

The construction industry alone accounts for nearly 40%

of energy consumption and 35% of greenhouse gas 

emissions in industrialized nations. Its impact on water

use (accounting for 12% of drinking water consumption)

and waste (producing 40% of solid waste in volume)

is considerable(1). A massive commitment from Saint-Gobain, 

and all other industry’s players is urgently needed. 

This commitment to innovation and environmental excellence 

will require measuring and reducing the current impacts

of Group processes, products and solutions, as well

as creating radically innovative processes, products

and solutions.

Developing a new culture

of eco-innovation 

As part of a rigorous improvement approach, Saint-Gobain 

has set the goal of conducting life cycle assessments

for all its building industry and solar product ranges

by 2013. Life cycle assessments are a scientific tool

for conducting a multi-criteria analysis of a product’s

total potential environmental impacts, from extraction

of raw materials to production, distribution, installation,

use and end-of-life recovery and recycling. 

Once the environmental footprint has been measured,

the Group intends to reduce these products’ environmental 

impact while creating value. This is the dual objective

of its eco-innovation strategy. For Saint-Gobain,

eco-innovation should provide customers with real

value-added by offering products and solutions that

reduce the environmental impact of buildings

and infrastructure across their full life cycle. A product

or solution is eco-innovative if it helps reduce the use

of resources (notably energy and water) in buildings

and infrastructure and/or if it has a smaller environmental 

impact across its life cycle. 

Numerous examples demonstrate the growing percentage

of eco-innovative products and solutions in the Group’s 

innovation portfolio. Its commitment can be seen in

the market success of Saint-Gobain Glass’s Miralite 

Revolution lead-free mirrors (launched in 2010),

Pont-à-Mousson’s Blutop lighter-weight pipes (launched

in 2009) and Verallia’s eco-designed EcoVa bottles 

(launched in 2009), which are sold around the world.

Saint-Gobain Registration Document 2012 • 27

Saint-Gobain, one of the 100 most innovative companies in the world
In another area of exploration, Saint-Gobain PAM’s research 

center in Maidières, France, developed a new process

for measuring the thickness of ductile cast iron pipes using 

ultrasonic sensors. This process determines pipe thickness 

throughout the entire length (6 meters) automatically

and at a fast line speed. By controlling pipe thickness, 

Saint-Gobain PAM has been able to reduce the amount

of raw materials used and energy expended in production 

and shipping. 

Group researchers are using their skills in applied 

mathematics to create more efficient shipping processes

for Saint-Gobain materials and to reduce the related 

environmental impact. A team based at the Aubervilliers 

research center is developing innovative models for the 

manufacturing Activities (Saint-Gobain Weber, Saint-Gobain 

Isover and Saint-Gobain Glass), as well as for the distribution 

Activities (Autover and Point.P), where logistics is of key 

importance in responsible, efficient growth.

Products and solutions

for sustainable construction

The challenge for Saint-Gobain is not only to shrink

the environmental footprint of its products and solutions 

across the life cycle, but also to develop products

and solutions that significantly reduce the environmental 

impact of the buildings and infrastructure that use them.

At different levels, this is the objective of all the Group’s 

major strategic R&D programs, from fuel cells and active 

glazing to high-performance insulation, external wall 

insulation systems, flexible functional substrates,

lighting and process energy efficiency. 

It is also the goal of a growing number of innovations

from development teams in the individual Activities

and country organizations.

In 2012, for example, Saint-Gobain Weber launched

a new tile adhesive range in Spain called weber.col confort. 

This lighter product, now packaged in 15 kg bags, offers

the same coverage as the previous version in 25 kg format, 

for savings of 5 square meters. The packaging was also 

redesigned with a handle for easier use. The amount

of adhesive used per square meter was significantly 

reduced, as were shipping costs, CO2 emissions,

product waste and related packaging.

At the same time in Germany, Saint-Gobain Weber 

introduced tile adhesives made with a new formulation

that reduces CO2 emissions during production by up

to 76%. The adhesives are also lighter, more flexible

and easier to apply. They emit fewer irritating components 

and are gentler to the skin.

A more recent example is provided by weber.therm A 200

composite external wall insulation systems combined

with weber.pas top surface coating, which won

the Bundespreis Ecodesign 2012 award for the best 

eco-innovative product from the German Federal 

Environment Ministry.

Saint-Gobain wants to develop this culture of eco-innovation 

more systematically throughout its organization.

This will mean awareness campaigns followed by in-depth 

training for researchers, as well as for marketing, 

purchasing, health-environment-safety and production 

teams. Eco-innovation is systemic and requires continuous 

dialogue among all the functions involved. Teams will

need a common vocabulary and tools to define objectives, 

as well as the necessary resources to achieve those 

objectives.

Saint-Gobain has been deploying specific training programs 

in the Activities and country organizations since mid-2012 

to inform all managers and their teams about the integration 

of eco-innovation in existing innovation processes. These 

efforts will be continued and expanded in the years ahead.

More efficient and environmentally 

friendly processes

Improving the environmental impact of industrial processes, 

notably by reducing energy, water and raw materials use,

has been a key concern at Saint-Gobain for many years.

One of the Group’s strategic research programs is devoted

to the process energy efficiency and environmental impact 

of Activities that use furnaces, such as Flat Glass, Insulation, 

Packaging and Pipes. This year’s successes include improved 

combustion methods in glass furnaces, a nearly 20% 

reduction in the energy used in the TEL process for 

producing mineral wool fibers and optimized drying

in a number of plasterboard plants.

Saint-Gobain researchers are working simultaneously

to drive continuous improvement and produce breakthrough 

innovations. Upstream, teams are involved in more 

fundamental research with public institutes to explore

new paths to progress. In 2012, for example, a joint team 

from the Saint-Gobain and French National Center

for Scientific Research (CNRS) Glass Surface and Interfaces 

laboratory was able to image glass formation in real

time inside a sample using a 3D technique called X-ray 

tomography. The experiments, carried out at the European 

Synchrotron Radiation Facility in France, gave researchers

a better understanding of how different raw materials react 

together and should help Saint-Gobain develop high-quality 

glass at much lower temperatures than those used in today’s 

production processes. 

Saint-Gobain, one of the 100 most innovative companies in the world

Saint-Gobain Registration Document 2012 • 28
Cross-business Habitat organizations, now present

in 32 countries, foster dialogue among teams involved

in innovation processes and help implement inter-Activity 

innovation projects. This dual focus reflects Saint-Gobain’s 

powerful development model, through which local projects 

designed to meet local needs can be supported by

the Group’s corporate and cross-business innovation 

capabilities.

Inter-Activity innovation projects are increasingly common. 

Weber and Adfors, for example, successfully co-developed 

an acoustic barrier flooring mat called Weber.floor 4962 

dB-solution. Launched initially in Norway, Finland

and Sweden, this new product meets the specific needs

of the renovation market by attenuating impact noise

more effectively while maintaining ceiling height

and reducing the weight supported by load-bearing walls.

The Group’s large cross-functional research centers

are also collaborating more and more with local 

development units inside the Activities, which have

a closer view of end markets. In 2012, researchers

at the Gunsan, South Korea R&D center received

valuable support from teams at Saint-Gobain Research

in Aubervilliers, France, Shanghai, China and Herzogenrath, 

Germany for the development of an innovative light 

extraction layer for organic light-emitting diodes that 

performed positively in tests conducted by Philips as part 

of the European OLED100.eu project. This layer doubles

the amount of light extracted from an OLED and,

when combined with today’s most efficient OLED stacks, 

makes it possible to achieve a rating of more than

60 lumens per watt. This is a key technology for accessing 

the functional lighting market. 

In addition, Saint-Gobain has created several specific

venues to foster exchanges with market players

and provide them with solutions aligned even more closely 

to their needs. One of these venues, the Domolab innovation

center in Aubervilliers, France, was inaugurated in October 

2011. After just one year, the center has welcomed

more than 3,500 visitors and nurtured numerous

new projects to be developed in the year ahead. Building

on this success, the Group opened the Habitat Lab 

innovation and training center in Milan, Italy on October 2, 

2012. Similar centers are under construction in London

and Moscow.

Isover has made major progress in inventing more 

environmentally and user friendly binding agents.

Isover’s teams have developed a new generation

of binders containing more than 85% bio-sourced materials 

(sugar derived from wheat or corn starch and citric

acid from lemon juice) to replace phenol formaldehyde 

resin-based formulas. Mineral wool manufactured with 

these new binders helps improve air quality during both 

production and use. 

The building industry, in which Saint-Gobain is a key

player, is involved in projects intended to last a long time. 

Durability and performance in use are therefore critical 

criteria for the Group’s materials. With this in mind, in 2012, 

Saint-Gobain PAM developed a new external coating

to prevent corrosion for its drinking water pipes, which 

already have a more than 100-year lifespan. The coating

is made of a zinc-aluminum alloy offering galvanic 

protection, combined with the antimicrobial properties

of metallic copper. Saint-Gobain PAM has also developed

a new solvent- and bisphenol-free polymer. Together,

these protective coatings deliver higher quality and longer 

life for ductile cast iron pipes in all types of soils.

In the area of energy efficiency, Saint-Gobain has made 

building renovation a special focus. In 2012, Solar Gard®, 

a new Saint-Gobain Performance Plastics company,

received the Blue Sky Leadership award from the Industrial 

Environmental Association (IEA) for its solar control window 

films developed in the United States and its company-wide 

environmental initiatives. The award, handed out

at the IEA Environmental Summit in San Diego, recognizes 

an innovative policy to reduce air pollution and global 

warming. 

AN ORGANIZATION

ATTUNED TO MARKET

NEEDS 

The Group’s strategic growth, combined with the gradual 

transformation of the habitat and construction markets,

has created a dynamic of openness and attentiveness

to customer needs at Saint-Gobain. To meet their 

expectations and anticipate emerging demand, the Group

is developing new research capabilities and fostering

a stronger culture of partnership and co-development.

Stronger ties with marketing

to better understand customer needs

R&D and Marketing have been coming closer together

for many years. Teams now work together at the corporate 

level, as well as in the Activities and in the countries.

This new organization makes it easier to develop specific

responses to market expectations, anticipate emerging 

needs and shorten time to market.

Saint-Gobain Registration Document 2012 • 29

Saint-Gobain, one of the 100 most innovative companies in the world
The virtual reality team based in Aubervilliers has also 

created an indoor staircase sales application for Groupe 

Lapeyre. This augmented reality tool, known as Vizea, 

makes it easier for customers to choose from among more 

than 10,000 consultable configurations and then view

the staircase created. It can be used by sales staff, 

professional clients and consumers.

Each time a major customer need emerges, Saint-Gobain 

develops new laboratories or capabilities near the market

concerned. A local presence allows the Group to respond 

more quickly and exchange information more effectively.

In the area of High-Performance Materials, for example, 

Saint-Gobain created new laboratories in Aubervilliers

in 2012 to study polymers (silicone, rubber, thermoplastic 

elastomers and fluoropolymer), which are used to make 

molded or extruded products for the healthcare, 

transportation, semi-conductor, food and beverage

and manufacturing industries. This investment in new 

laboratories and new teams will allow the Group to serve 

the needs of Saint-Gobain Performance Plastics’ European 

customers more effectively. At the Northboro research 

center in the United States, Saint-Gobain Performance 

Plastics has developed a new extrusion technology

in response to the needs of its American customers.

This technology makes it possible to produce customized 

high-performance silicone tubing for such medical 

applications as ophthalmic pumps and intravenous therapy. 

Fostering a culture of partnership

and co-development

Saint-Gobain’s outward-looking strategy, notably as 

concerns innovation, has led it to develop and diversify

its partnerships. The complexity of the eco-systems

and the acceleration of the technological development 

requires closer cooperation with external partners

to extend the Group’s expertise. Advances made in 2012

in the pilot phase of the BioViVe project are a perfect 

illustration. This project to use vineyard biomass as

a replacement for fossil fuel in glass furnaces is being 

conducted by Verallia with the Aubervilliers and

Saint-Gobain Conceptions Verrière research centers

in collaboration with French agricultural research

for development organization CIRAD, the Champagne

wine industry inter-professional committee (CIVC),

GDF Suez, Xylowatt and the French National Research 

Agency. 

In another example, Isover and the Rantigny

and Aubervilliers research centers in France worked

with numerous outside partners from the private sector 

(IGC and ARCADE), the public sector (EDF) and academia 

(Salford University in the UK) to develop, test and patent

a new in-situ method to measure building energy 

performance.

Developing new competencies

to serve markets more effectively

Saint-Gobain is continuing to develop its research teams’ 

competencies, particularly in the area of habitat solutions, 

by conducting major cross-business programs. 

The programs, which cover both the physico-chemical 

characteristics of materials and their functions,

are shared by the Group’s Activities and tied directly

to marketing teams’ strategic priorities. This tighter 

collaboration between research and marketing

has produced several success stories.

Cross-functional programs on acoustics, building energy 

efficiency and fire resistance, for example, have helped 

Saint-Gobain define and measure the technical 

characteristics for Multi Comfort buildings. Deploying

this marketing concept, which is now promoted

in all the Habitat Committees, requires a deep 

understanding of local climate, culture and regulations. 

Research teams provide valuable competencies thanks

to their skills in such areas as metrology and

the characterization of thermal, acoustic and visual comfort. 

As part of research to improve indoor air quality,

for example, Isover has developed an electronic nose

to characterize odors and molecules in product emissions.

It provides much faster and more reliable results than

the subjective tests conducted until now among panels

of product users.

Along the same lines, Saint-Gobain has developed

its skills in simulation and virtual reality so it can work

more effectively with major market players. The Group

now has a range of tools for researchers, professional

clients and these clients’ own customers.

To give an example, collaboration between Saint-Gobain 

Glass’s international marketing team and the Chantereine 

and Aubervilliers research centers in France led to

the creation of a mobile application called sgg Glass 

Compass. This digital tool helps building professionals

and consumers choose the best glass for optimal energy 

efficiency and building comfort depending on the location, 

orientation and window surface. Already available

in 16 countries, sgg Glass Compass is being extended

across Europe and will soon be offered around the world. 

The project won an award for operational marketing

and communication from the Netexplo Global Observatory 

on Digital Society, as well as a People’s Choice award

from Batiactu, the leading online information source

for building and real estate professionals in France. 

Saint-Gobain, one of the 100 most innovative companies in the world

Saint-Gobain Registration Document 2012 • 30
The innovative Quick U-value of Buildings (QUB) protocol

is designed to quickly compare real performance

to announced performance in low-energy-consumption

or passive buildings. This marks an important step

in promoting sustainable construction, as for the first

time it will be possible to measure a building’s intrinsic 

energy performance instead of relying on theoretical 

calculations alone. 

During the year, Saint-Gobain also continued to open

its doors to start-ups and emerging technologies. The final 

round of Saint-Gobain’s NOVA Innovation Competition,

held during the Greenbuild International Conference

and Expo in San Francisco, awarded three companies

that have innovations aligned with the Group’s strategy: 

Heliotrope, based in Oakland, California, has developed 

energy-efficient electrochromic glass windows that can 

switch between solar transparent, heat blocking and heat 

and lighting blocking states. Plangrid, based in San 

Francisco, California, offers a complete collaborative 

platform for construction information. Smartershade,

based in South Bend, Indiana, has developed a daylight 

control platform that enables a new or existing window

to go from clear to dark with the touch of a button,

which activates a sliding film.

ANTICIPATING

FUTURE CHALLENGES

All the sectors in which Saint-Gobain operates are changing 

faster than ever before. The building industry, traditionally 

perceived as being conservative, is now experiencing

major transformations. The competitive environment

is becoming tougher every day, and companies must

be agile to anticipate future challenges if they want

to develop. To meet these challenges, Saint-Gobain has

put innovation squarely at the center of its strategy.

R&D objectives are aligned with the Group’s needs

and ambitions to ensure that Saint-Gobain can compete 

successfully, explore new horizons and recruit top talent.

A sustained effort to enhance

the Group’s competitiveness

Innovation is the Group’s greatest differentiating strength

in the face of growing competition and numerous

new players in its markets.

Reducing Time to Market is a very important pathway

to greater competitiveness. The Activities deployed

many initiatives throughout 2012, some of which have 

already produced results. Others will play out in the coming 

months and years.

Reducing production costs by improving processes

and/or using less costly raw materials is another 

differentiating factor. Saint-Gobain Isover, for example, 

deployed a new “cold” technology for fiber production

in more than ten of its plants in 2012, a move that allowed 

it to manufacture a more effective product while generating 

several million euros in savings each year. In the solar 

power segment, marked by a difficult and competitive 

environment, Avancis reduced the cost of the electrodes

in its second-generation thin-film photovoltaic panels

by 25%, maintaining the same level of performance.

A back electrode was developed by depositing a thin-film 

stack directly on the glass substrate, making it possible

to reduce the molybdenum-doped conductive film’s 

thickness (and cost) by 50%. In the same vein, researchers 

at the Cavaillon research center increased the productivity 

of Zirpro Microblast® high-performance ceramic beads

by 35% and production volume by 60%. Zirpro grinding 

beads are used to obtain a satin finish on metallic surfaces.

Lastly, creating new high-performance products also 

constitutes competitive advantage. In 2012, the Group 

inaugurated a new Saint-Gobain Crystals plant in Devens, 

Massachusetts to produce large-diameter, high-performance 

sapphire substrates for light-emitting diodes (LEDs).

The production process for this critical component 

leverages proprietary technology developed in the Group’s 

Northboro research center. $30 million have been invested 

in this new plant which will come on stream in early 2013 

and create some one hundred jobs. 

Also in the area of high-performance materials,

the Abrasives and Ceramic Materials businesses worked 

together to optimize the cutting performance and hardness 

of abrasive products. Their jointly developed HTB seeded 

gel technology has led to a new range of abrasives

that offer 30%-100% better performance than competing 

products. This new generation of abrasives responds 

perfectly to the requirements of the metal precision 

grinding market.

In the automotive glass sector, teams at the Chantereine 

research center developed lighting car doors

for Renault’s new Twizy electric concept car, presented

at the 2012 Paris Motor Show. LEDs mounted on the edges 

of a sheet of extra-clear laminated glass light up 

serigraphed motifs on the windows. The miniaturized 

electronic system is protected by injecting a plastic sealant. 

Series production of the first cars featuring this type

of glass is scheduled for 2016, starting with mid-range

and luxury models. Several car manufacturers have signaled

their interest in this process, which offers a wide range

of possibilities for lighted motifs.

Saint-Gobain, one of the 100 most innovative companies in the world

Saint-Gobain Registration Document 2012 • 31
R&D spending over the last three years 

(in € millions) 2012 2011 2010

479 431 402

Opening up to new regions

and new partners

Preparing the Group’s future also involves pursuing

the Activities’ geographic expansion. Saint-Gobain

research is supporting this development by opening

up to new horizons and new partners. 

In 2012, the Shanghai research center’s capabilities

where strengthened in several areas. Created in 2006

with 30 researchers, the center now has more

than 200 team members to support the Group’s Activities

in China more effectively. At the same time, Saint-Gobain 

has enhanced its intellectual property strategy.

Because Chinese patent law is very different from

European and American laws, the Group needs

to have a deep understanding of local legislation

and a clear strategy to defend its innovations.

This is of critical importance for Saint-Gobain.

Its team of legal and scientific specialists,

created in 2011, has filed more than 60 patents

and helped Saint-Gobain’s Delegation in China to have

a certain number of competing patents invalidated. 

The Shanghai research center is currently being expanded. 

As from mid-2013, it will feature nearly 8,500 square 

meters of new laboratories, offices and common areas.

An example of sustainable construction, the eco-designed 

center will be the first Saint-Gobain building to obtain

triple certification, achieving gold status under

the US LEED standard, two stars under the Chinese

GBDL standard and compliance with Saint-Gobain’s

own CARE4® standard.

In October 2012, Saint-Gobain signed a new cooperation 

agreement with Japan’s National Institute for Materials 

Science (NIMS). This led to the creation of the NIMS

Saint-Gobain Center of Excellence for Advanced Materials

in Tokyo, which houses work on dye-sensitized solar cells.

This partnership was deployed within the framework

of the Saint-Gobain University Network, which brings 

together all the academic and scientific institutions

that have a special relationship with Saint-Gobain.

Lastly, Saint-Gobain opened a new research center

in Chennai, India on December 14, 2012 and signed

an agreement with the Indian Institute of Technology 

Madras (Chennai) Research Park, an internationally

ranked institute of higher education. Saint-Gobain

Research India will support Group operations already 

deployed in India, develop new operations and create

a talent pool for the Group. The center will collaborate with 

local universities and outside partners to design sustainable 

habitat solutions and develop cross-functional capabilities 

through partnerships with institutions of higher education. 

It will also liaise with other Saint-Gobain research centers 

worldwide to speed business growth in the region.

A talent pool

that enhances the Group’s attractiveness

Being attentive to the outside world and how it is changing 

will be a determining factor in Saint-Gobain’s long-term 

competitiveness and attractiveness. Research and innovation 

play a key role in this area, both internally and externally. 

Developing new research centers and partnerships

is a major focus of Saint-Gobain’s innovation strategy,

as well as a way to ensure the vitality of a very high level 

recruitment network.

The Group’s relationships with members of the Saint-Gobain 

University Network (see above) guarantee a regular stream 

of quality applicants. Saint-Gobain’s large cross-functional 

research centers also attract top talent and a number

of them have developed innovating hiring methods.

The Northboro center, for example, has experimented

with an interview system since 2011 in which applicants 

present their work to several juries comprising a researcher 

and representatives from marketing and human resources. 

The system has helped increase the number of applicants 

interviewed and shortening the hiring process from around 

150 days to just 16. 

Hiring high-potential researchers benefits the entire

Group. Research is a fantastic talent pool for Saint-Gobain’s 

Activities. Today, around 40% of the Group’s research 

managers are likely to evolve towards marketing, 

production, auditing or purchasing. More than 25%

of Saint-Gobain’s women managers work in research.

This is a key asset in enhancing the Group’s diversity.

Saint-Gobain, one of the 100 most innovative companies in the world

Saint-Gobain Registration Document 2012 • 32
34 • A deep commitment

to sustainable development

35 • Sustainable development 

governance system

37 • The five key areas 

of Saint-Gobain’s sustainable 

development strategy

40 • Progress report

44 • Key indicators

FULFILLING 

OUR COMMITMENT 

GENERATIONS

to FUTURE

Saint-Gobain Registration Document 2012 • 33
A DEEP COMMITMENT 

TO SUSTAINABLE DEVELOPMENT

A long-term view

Saint-Gobain’s commitment to sustainable development is 

based on the values nurtured by nearly 350 years of history.

Nine binding Principles of Conduct and Action guide 

employees in their daily work as members of the Saint-Gobain 

community. The values of professional commitment,

respect for others, integrity, loyalty and solidarity shape 

the conduct of each and every member of Saint-Gobain, 

from senior management down to junior staff. Respect for 

the law, caring for the environment, worker health and safety 

and employee rights guide the actions of all corporate 

leaders and employees in the performance of their duties. 

Adherence to these principles is a requirement for belonging 

to the Group. Saint-Gobain expects its employees to set an 

example through their conduct and action, both internally 

and externally, as well as to limit their impact on the 

environment as much as possible and make outside partners 

and local communities a top-of-mind concern. Responsible 

development, respect for people and respect for the 

environment will ensure Saint-Gobain’s sustainable growth 

and performance. 

Saint-Gobain made international commitments by joining 

the United Nations Global Compact in 2003 and signing

the declaration of management support for human rights

in 2008. In January 2009, the Group took its commitment 

to the UN Global Compact one step further by endorsing

the Caring for Climate statement and the CEO Water 

mandate for Water Resource Protection as part of the UN’s 

Millennium Development Goals. 

Drawing on its long history and values, Saint-Gobain’s 

ambition is to be the reference in the sustainable habitat 

and construction market. The Group designs, manufacturers 

and distributes building materials for professional 

customers to ensure that buildings are energy-efficient, 

comfortable, healthy and esthetically superior, while

at the same time protecting natural resources. 

Saint-Gobain products, services and solutions are built

to last, backed by a commitment to quality and sustainability 

for direct customers, craftsmen and end users. The Group 

believes that buildings should be looked at across their

life cycle, from the materials production stage

to dismantling and recycling.

Saint-Gobain also produces for other industries, including 

automotive manufacturing, aeronautics and glass packaging. 

Here too, the Group acts as a responsible business player,

in line with its values. 

Inventing of sustainable habitat solutions

The habitat and construction industry, Saint-Gobain’s main 

market, is shaped by major sustainable development 

challenges. Never before has there been such a huge need 

for healthy, comfortable and energy-efficient housing.

To keep up with rapid urbanization in fast-growing markets

and aging constructions in mature markets, the industry

will have to build more, build better, and, most important, 

renovate the buildings people live in today. 

In the face of global warming and dwindling natural 

resources, new models will be required to preserve

the planet. Nothing meaningful will ever be achieved

in improving energy efficiency and reducing greenhouse

gas emissions without massive action in the habitat

and construction industry, as this sector alone accounts

for nearly 40% of energy consumption and 35%

of greenhouse gas emissions in industrialized nations.

It also has a considerable impact on water use

(accounting for 12% of drinking water consumption)

and waste (producing 40% of solid waste in volume)(1).

To meet the challenges of sustainable development, 

Saint-Gobain is imagining the habitat solutions of the future. 

Buildings hold considerable potential to improve comfort, 

well-being and quality of life for men and women around 

the world. It is possible to make progress while reducing

the world’s energy dependency and limiting environmental 

impacts. As places where people live, work and spend time,

the main purpose of homes, offices, hospitals, schools, 

leisure facilities and other buildings is to serve users

and meet their needs. 

To drive these changes, Saint-Gobain is leveraging

a unique innovation model in which local innovations 

receive corporate support and are shared across

the different businesses. 

Engaging all stakeholders

Saint-Gobain interacts with a very large number of 

stakeholders. In each of its businesses and host regions,

and for all existing or potential impacts on its environment, 

teams at both the corporate and local levels listen closely

to stakeholder concerns and organize effective dialogue. 

The Group organizes relations with each stakeholder,

by identifying appropriate information channels and,

when necessary, selecting a suitable framework and venue 

at the appropriate level (headquarters, businesses, sites)

in application of the subsidiarity principle. This system 

reflects the Group’s matrix organization, size, international 

dimension, diverse business portfolio and decentralized 

(1) Source: “Building Design and Construction: Forging Resource Efficiency and Sustainable Development”, 

United Nations Environment Program-Sustainable Buildings and Climate Initiatives (UNEP-SBCI).

Saint-Gobain Registration Document 2012 • 34

SUSTAINABLE DEVELOPMENT

SAINT-GOBAIN, A DEEP COMMITMENT
management, which gives the operating units a great deal

of autonomy in conducting their activities. Each business 

therefore has a specific responsibility to listen to 

stakeholders, establish effective dialogue and take action

on sustainable development issues.

SUSTAINABLE 

DEVELOPMENT 

GOVERNANCE SYSTEM

Saint-Gobain’s Chairman and Chief Executive Officer

sets the strategic objectives in sustainable development.

The Corporate Secretary is responsible for leading this 

policy primarily with the support from Responsible 

Development, Human Resources and Environment,

Health and Safety Departments.

These three departments notably interact with Purchasing, 

Marketing and R&D to ensure that the Group’s sustainable 

development objectives and policies are applied

at the operating level. Lastly, the Corporate Communications 

Department helps familiarize all employees with

the challenges of sustainable development and makes

the Group’s policy and initiatives known to stakeholders

and the general public. The Investor Relations Department 

handles communication with financial analysts, investors 

and shareholders.

Certain subsidiaries have set up sustainable development 

steering committees to apply their specific objectives 

aligned with the Group’s strategy, establish roadmaps

and track progress on environmental and social issues.

Business practices

In 2009, the Board of Directors approved the launch

of a Group Compliance Program to ensure that the Principles 

of Conduct and Action and their related obligations

are applied properly in all Activities worldwide. At one

of its meetings in 2012, the Board of Directors once again 

reviewed the deployment and progress of this program, 

which includes four main components: 

1. Responsible development 

The Responsible Development Department ensures

that the Principles of Conduct and Action are distributed

to all group employees and that everyone understands 

them. Training courses organized during Saint-Gobain 

Management School sessions help raise awareness among 

Group managers, as does the Adhere on-line training 

program. 

In 2012, two new programs were added to support

the Group’s compliance policy, which is a direct application 

of the Principles of Conduct and Action:

 an anti-corruption program that includes initiatives

and good practices already implemented in certain

subsidiaries to prevent international business transaction

risks. This program covers:

 - active and passive corruption,

 - national, foreign or international government agents,

 - the private sector;

 an economic sanctions and embargos compliance program,

to ensure that the Group’s international trade does

not infringe on international regulations.

Both programs include training and tools to help employees 

identify and reduce risks. Deployment began in 2012

and will continue throughout 2013.

2. Competition Law Plan 

Everyone in the Saint-Gobain corporate community

is expected to comply at all times with good competition 

practices. General Management regularly reminds team 

members of the Group’s zero tolerance policy.

The Competition Law Plan, launched in 2007, is designed

to ensure compliance with the Competition Law

and comprises three parts: 

 the online Comply training program for all managers,

available in 21 languages, backed by more in-depth

seminars led by specialized lawyers and Group legal

experts for the most directly concerned managers; 

 unannounced competition audits performed by specialized

lawyers;

 a Competition Law Compliance guide available in 

18 languages and distributed to some 35,000 Saint-Gobain

employees worldwide. 

3. Internal audit and internal control

The internal control system is designed to ensure

that units effectively manage their principal risks,

comply with laws and regulations and apply the strategy 

and guidelines set by General Management. Internal

control also verifies that processes operate properly,

that financial information is reliable, that property,

plant and equipment and intangible assets are safeguarded 

and that fraud is detected and eradicated. 

As part of the Group Compliance Program, the Internal

Audit and Internal Control Department has designed

and deployed a compliance statement that all general 

managers must sign each year.

Saint-Gobain Registration Document 2012 • 35

SUSTAINABLE DEVELOPMENT

SUSTAINABLE DEVELOPMENT GOVERNANCE SYSTEM
4. Compliance alerts system

The Group’s compliance alerts system has been deployed

in virtually all of its host countries, in line with local 

administrative constraints and legislation. 

Dedicated e-mailboxes for employee alerts have been 

opened in all host countries. The compliance correspondents 

are responsible for collecting and processing the messages 

and for ensuring that the identities of the authors

and the persons discussed remain confidential.

This optional system provides a way to report serious 

violations of applicable laws, internal rules and procedures, 

or the Principles of Conduct and Action. All reports must

be submitted in good faith. Anonymous reports are

not accepted. 

In addition to this system, employees in North America,

the United Kingdom and India continue to have access

to local hotlines. The alerts received via hotlines are also 

processed in a way that ensures that the identities of the 

callers and the persons concerned remain confidential. 

Compliance network

Each year, the Board of Directors of Compagnie de

Saint-Gobain receives a detailed annual report on

the Compliance Program’s deployment, which is carried

out through a compliance network composed of 80 

corporate and line executives and coordinated by

the Corporate Secretary. The network includes:

 25 compliance correspondents; 

 a Compliance Committee in each General Delegation;

 a Group Compliance Committee, composed of top

executives from the Sectors and from Compagnie

de Saint-Gobain. 

EHS management system 

The Group’s EHS policy, as expressed in a letter

of commitment from the Chairman and CEO

to all employees, sets Saint-Gobain’s objectives

and priorities concerning the environment, industrial 

hygiene and workplace health and safety. Saint-Gobain

has drawn up standards and recommendations

in response to specific EHS concerns. The standards

are mandatory and apply to all Group sites, regardless

of the country or local legislation concerned.

EHS management and supervisory tools are also provided 

to help sites develop their own EHS practices, in line

with Group policy.

A coordinated network of expertise 

The EHS structure is matrix-based, reflecting the organization 

of Saint-Gobain itself. Its activities are coordinated

by a central department.

An efficient management method 

The World Class Manufacturing (WCM) approach

is a structured industrial excellence method that has

proven effective in the areas of safety, quality and 

productivity. More than 90% of the Group’s manufacturing 

sites will have adopted the WCM method by 2015.

Accurate EHS reporting 

Since 2004, the Group has used a centralized EHS

reporting system called as Gaïa.

A comprehensive audit system 

Saint-Gobain’s audit system is based on the EHS

and self-diagnostic audits initiated by the EHS department 

and a self-assessment questionnaire introduced

by the Internal Audit and Internal Control Department.

Social management system 

A structured network

The Human Resources Department defines priority areas

for action and deploys initiatives through a Human Resources 

network by Delegation, Sector and Activity. This network

is responsible for implementing and adapting Group Human 

Resources policy in each unit.

Reliable information systems 

Consolidated units and companies participate in a monthly 

social reporting system that provides total headcount numbers 

for all companies controlled by the Group. 

France’s NRE (new economic regulations act) reporting system, 

created in 2002, is used to calculate all other social indicators. 

Quantitative social data from the reporting systems

are consolidated using Enablon software. The input, validation, 

verification and consolidation process generates a scorecard

for use by the Group Human Resources Department. 

The PeopleGroup software is used for data concerning 

managers, enabling effective tracking of career paths

and remuneration. Information on the Group’s organization

is updated monthly in PeopleGroup on the basis of data 

provided by the social reporting system.

Continuous improvement 

Saint-Gobain has launched an assertive program to gradually 

improve the reliability of social data by communicating 

continuously with contributors, stabilizing indicators

to enable year-on-year comparisons, ordering external 

audits, implementing stronger controls at each level of data 

collection and consolidation, and multiplying payroll system 

interfaces to ensure that workforce indicators are consistent. 

Saint-Gobain Registration Document 2012 • 36

SUSTAINABLE DEVELOPMENT

SUSTAINABLE DEVELOPMENT GOVERNANCE SYSTEM
1. Invent sustainable buildings

Sustainable buildings 

To meet the challenges of sustainable development,

Saint-Gobain offers sustainable habitat solutions

in all its host countries. The Group adapts its responses

by taking into account the different needs and diverse

markets in both mature and high-growth countries

for renovation and newbuilding and for commercial

and residential buildings. The sustainable solutions

that are gradually emerging in the building industry

will become the standards of tomorrow. Saint-Gobain

is doing everything it can to ensure that these types

of buildings become the norm, rather than an exception. 

Innovation 

The Group focuses its innovation capabilities first

and foremost on developing new technical solutions

to make buildings more energy-efficient (with external

wall insulation systems, increasingly effective mineral

wool and other products) and comfortable (with active 

glass, soundproof ceilings, etc.), while reducing their 

environmental impact (through recycling, eco-designed 

products and other solutions).

A smaller environmental footprint

for products and services

The Group’s environmental commitment involves reducing

the impact of its products and solutions throughout their 

whole lifecycle. All of Saint-Gobain’s businesses are involved 

in this approach through a process that comprises three 

main steps: measure, reduce and communicate.

To determine a product’s environmental footprint,

its total environmental impacts are measured

through a life cycle assessment (LCA).

On the basis of this yardstick, the Group then leverages

its eco-innovation strategy to reduce the product’s

environmental impacts. 

The Group uses LCA-based Type III ecolabels(1)

to communicate on the environmental performance

of its building products, publishes LCA results

in Environmental Product Declarations (EDPs),

and commissions third-party audits of compiled

LCA data.

The sustainable habitat mission, a pluridisciplinary

body led by a committee of senior executives,

is responsible for managing this process. 

THE FIVE KEY AREAS 

OF SAINT-GOBAIN’S SUSTAINABLE 

DEVELOPMENT STRATEGY

2. Limit environmental impacts

Because Saint-Gobain is involved in both manufacturing

and distribution, it has to take into account

the environmental impacts of very different types of sites 

(from production facilities to sales outlets and querries),

as well as of product shipping. To help sites reduce

their environmental impacts, measurement tools

and improvement initiatives are defined at the Group level. 

These resources are designed to combat climate change, 

preserve natural resources or reduce waste and atmospheric 

emissions. More targeted measures are also defined

and implemented by the businesses to meet their specific 

needs. 

Climate change 

Energy efficiency is a key component in the sites’ environmental 

performance. They are making advances in this area

by innovating and optimizing existing equipment. This means 

improving combustion processes, making refractories

more effective, recovering heat from furnaces and driers

and replacing end of life equipment. 

A substantial part of the Group’s research and development 

is devoted to enhancing production processes with the goal 

of reducing atmospheric emissions. 

Natural resources

Sustainable water use is one of Saint-Gobain’s priorities.

A Group-wide sustainable water management policy

has been implemented to help sites measure and reduce 

their impacts on water. The measures taken aim to reduce 

the amount of withdrawals and discharges, promote

the use of the least sensitive sources, improve monitoring

the quality of wastewater and prevent accidental pollution. 

Preserving natural resources not only limits the impact

on ecosystems but also protects local fauna and flora.

The Group’s quarries are operated in an environmentally 

friendly manner in compliance with local and national 

regulations. During extraction and restoration, the effects

on local communities and the environment are reduced

as much as possible. These include the visual impact

of the operations, dust, noise and vibration, added road 

traffic and any repercussions on the natural surroundings.

(1) Type III ecolabels are based on life cycle assessments (ACVs) carried out in accordance 

with international standards.

Saint-Gobain Registration Document 2012 • 37

SUSTAINABLE DEVELOPMENT

THE FIVE KEY AREAS OF SAINT-GOBAIN’S SUSTAINABLE DEVELOPMENT STRATEGY
Waste and atmospheric emissions 

Reducing atmospheric emissions of sulfur dioxide (SO2)

and nitrogen oxides (NOx) from the production of glass,

cast iron and other products has been a priority

for many years. 

Concerning production waste, Saint-Gobain is committed

to reducing the amount of by-products generated by its 

processes and finding ways to re-use them internally

or externally.

In addition to recovering its own waste products,

the Group uses recycled materials from outside sources, 

such as cullet and recovered scrap metal, to optimize

its raw material consumption.

3. Encourage employees’ professional growth

The Human Resources function’s ambition, as expressed

in the OPEN(1) program, is to support the Group’s corporate 

mission and sustainable habitat strategy. The objective

is to give meaning to the Group’s action among all members 

of the organization while ensuring their well-being

and performance in the workplace.

A more open and outward-looking Group

Saint-Gobain has gone through profound changes,

notably with the shift from a product-focused

to a market-focused culture, which have made it a more

open and outward-looking Group. This means listening

to the world outside to provide solutions adapted to 

customer needs and opening up inside, both individually 

and in teams, with the development of diversity, 

professional mobility and internal social networks

to stimulate innovation. 

Foundation

This openness fits in with the values that have forged 

Saint-Gobain’s human resources policies over the years: 

respect for employee health and safety, exemplary 

managerial practices and social dialogue.

At Saint-Gobain, employee health and safety are a constant 

priority. The Group’s long-term objective is zero 

occupational accidents and zero occupational illnesses. 

Everyone at Saint-Gobain sites, from employees

to temporary staff to subcontractors, is ensured of working 

under safe conditions and in an environment that exceeds 

the requirements of local legislation.

To promote exemplary practices, all managers are expected 

to display the following four key behaviors in their daily 

conduct: Always be consistent with our values,

No leadership without close focus on people, Walk the talk, 

No complacency allowed. 

Lastly, social dialogue is an important part of Saint-Gobain’s 

operations and is based on employee involvement, 

discussions with employee representatives and active 

internal communication. 

To support the Group’s development, the OPEN program 

focuses on four priority initiatives:

 increase professional mobility

(geographic, functional and inter-Activity); 

 promote all types of diversity

(nationalities, gender, generations, training and career

backgrounds);

 nurture employee commitment by broadening career

horizons with diversified missions and growth paths

and by moving people up the ladder more quickly; 

 develop talent by identifying open-minded, innovative

profiles and offering all employees appropriate training.

4. Support community development 

Developing job catchment areas 

Saint-Gobain is a multiregional organization serving local 

markets. As such, it invests in both high-growth regions

and mature countries. These investments contribute

to job creation and local economic development.

In certain regions, the Group takes direct measures

to develop its host job catchment areas. These include 

direct partnerships with small and medium-sized 

businesses, assistance for employees interested

in starting their own companies, support for development 

networks and local employment offices and participation

in regional programs.

The Saint-Gobain Initiatives

International Corporate Foundation 

As an economic player with leadership positions in its 

businesses, Saint-Gobain considers that it has a 

responsibility to undertake solidarity actions in favour

of its host communities. These initiatives are carried

out at the corporate level, as well as locally by individual 

sites and Activities. 

(1) Our People in an Empowering Network.

THE FIVE KEY AREAS OF SAINT-GOBAIN’S SUSTAINABLE DEVELOPMENT STRATEGY

Saint-Gobain Registration Document 2012 • 38

SUSTAINABLE DEVELOPMENT
At the corporate level, the Saint-Gobain Initiatives 

International Corporate Foundation supports projects 

sponsored by current or retired Saint-Gobain employees

in three areas aligned with the Group’s strategic focus: 

 youth integration through work in housing sector;

 construction, refurbishment or renovation of social

housing, for general interest purposes;

 energy efficiency and environmental protection

in social housing.

By giving each employee the opportunity to participate

in initiatives aimed at serving the public interest

and providing assistance to the poor, the Foundation

is helping to create a community of socially responsible

men and women who share common values.

Local outreach initiatives 

Group sites around the world interact with their immediate 

environment through a variety of community development 

initiatives. Examples include: 

 in North America: the Saint-Gobain Corporation

Foundation carries out projects in the United States

and Canada;

 in India: the Saint-Gobain India Foundation is active

in educational projects;

 in France: Fondation PAM and Fondation Placoplatre®

are committed to professional integration of young people

in their respective businesses.

Although these initiatives focus on the Group’s reference 

markets, others cover more general areas such as education, 

research, culture or health.

5. Take action across the value chain

Raising awareness among stakeholders

Awareness campaigns on sustainable development

and habitat solutions are carried out internally,

throughout the Group, as well as externally, among 

customers, partners, suppliers and the general public. 

Saint-Gobain also participates in forward-looking thinking 

about the buildings of tomorrow through its membership

in professional associations interested in sustainable 

development, alongside other manufacturers and public 

partners.

Contributing to customers’ performance

Saint-Gobain develops products and services for habitat

and construction industry professionals, who process

or integrate them to serve their own customers.

The Group continuously adjusts its line-up to meet

the changing needs and expectations of these direct

and indirect customers, thereby contributing to the overall 

performance of the entire value chain. This process

is reflected in the introduction of new specifically designed 

solutions and in training programs to help the people who 

use Saint-Gobain products develop in promising markets. 

Responsible purchasing

Saint-Gobain’s responsible purchasing approach is designed 

to extend the Group’s good business practices to partners

all the way up and down the value chain. Two specific 

documents—the Purchasing Charter and the Suppliers’ 

Charter—outline each party’s obligations as concerns 

responsible purchasing.

All framework agreements signed by the Group include 

responsible purchasing clauses to remind suppliers about 

the Saint-Gobain’s sustainable development requirements. 

The Suppliers’ charter and a self-assessment questionnaire

are systematically included in all calls for tenders

generated by the central SRM Prosource software package. 

Lastly, Saint-Gobain conducts a program of supplier audits

to support its approach.

Specific training has been developed for responsible 

purchasing. The approach is deployed by a dedicated 

organization comprising a network of purchasers

in different countries and businesses and designated 

specialists who can provide methodological guidance

and advice. The network is led at the corporate level

by teams from Saint-Gobain Purchasing and Saint-Gobain 

Building Distribution (for distribution issues). 

THE FIVE KEY AREAS OF SAINT-GOBAIN’S SUSTAINABLE DEVELOPMENT STRATEGY

 Find out more

For further details on Saint-Gobain’s sustainable 

development initiatives, along with environmental, 

social and societal data provided in compliance

with Article R 225-105-1 of the French Commercial 

Code, look for the Group’s Sustainable Development 

Report on the corporate website (www.saint-gobain.com) 

in April 2013.

Saint-Gobain Registration Document 2012 • 39

SUSTAINABLE DEVELOPMENT
PROGRESS REPORT

Environment

Challenges Action taken Outlook and future initiatives

Prevent environmental 

incidents

and accidents

•	Development of a Group-wide standard for managing 

environmental incidents, with a methodology for detecting, 

recording and analyzing incidents to reduce the related risks 

•	Gradual deployment of the environmental incident 

management standard

Reduce atmospheric 

emissions of NOx, SO2, 

dust, metals and other 

pollutants

•	Pollution reduction at the source (primary measures)

and through treatment of stack gas (secondary measures)

•	 Selection of the most appropriate energy source

•	Combustion settings for glassmaking furnaces

•	 Ongoing installation of electrostatic precipitators

in the Flat Glass Activity

•	Gradual reduction of NOx emissions at the highest-emitting 

installations

•	Continued investment in electrostatic precipitators

in the Flat Glass Activity

Protect the ozone layer •	 Application of the Montreal Protocol to eliminate

CFCs throughout the Group

•	Inventory of HFCs in anticipation of the Protocol’s application

Preserve energy 

resources and reduce CO2

emissions: 

•	 Development of a methodology for assessing the Group’s

direct and indirect greenhouse gas emissions (GAS)

•	 Assessment of French subsidiaries’ GHG emissions using

this methodology

•	Worldwide deployment of GHG assessments at the Group’s

main subsidiaries

- In our operating processes •	Research into furnace design for improved energy efficiency 

•	Recycling of secondary raw materials 

•	 Selection of the most appropriate energy source 

•	Combustion settings for glassmaking furnaces

•	 Using 2010 emissions as a base, a target of 6% reduction

in emissions at concerned sites by end-2013

(see reporting methodology)

- With our products •	Construction industry: insulation products 

•	Renewable energies: photovoltaic panels, etc.

•	Vehicles: automotive glass, lighter auto body parts, etc. 

•	Research and development of new products and solutions

- In our transport operations •	 Distribution of a Suppliers’ Charter

•	Initiatives within Building Distribution Sector companies

to reduce CO2 emissions from road transport

(for example eco-driving and geomatics)

•	Rollout to other Building Distribution Sector companies

and then to the Group as a whole

- In our buildings •	Initialization of the CARE:4® program: definition

of Factor 4 targets for office buildings

•	14 buildings certified to CARE:4® standards

•	Energy inventory of the Group’s buildings

•	Establishment and implementation of CARE:4® action plans 

(renovation, etc.) in each Activity

Optimized withdrawal

and use of natural 

resources

- Biodiversity

•	 Development and deployment of a pilot biodiversity project

in the Gypsum Activity

•	Inventory of biodiversity priority areas for each Activity

- Water •	Closed-circuit operation extended to all facilities

•	Improved operating processes

•	Constant innovation for Pipe products 

•	 Deployment of a Water Policy, a water risk assessment

grid and a water risk management standard

•	 Updating of the water and wood sections of the purchasing 

questionnaire for suppliers 

•	 Target of 6% reduction in water withdrawals by end-2013

at concerned sites, based on 2010 production output

•	 Deployment of a water risk-assessment grid and

an environmental standard describing minimum mandatory 

requirements for discharge and consumption volumes and quality 

at all sites 

- Wood •	Environmental policy applied to wood for the Building Distribution 

Sector 

•	Nearly 80% of wood product purchases sourced from certified 

forests

•	 Deployment of an environmental policy on wood in all Group 

companies, including those in the industrial Sectors

- Silica, iron ore, gypsum •	Recycling of secondary raw materials

•	 Design of lighter products

•	Improvement of secondary raw materials recycling through

the deployment of a new policy for managing process, construction 

and demolition waste 

Waste management •	Reuse and recycling of raw materials

•	New avenues for reuse of waste in new materials, in products

or as energy

•	 Deployment of initiatives to meet a target of zero non-recycled 

waste

•	Creation of channels to collect worksite and demolition

waste generated by Group products 

•	 Target of 6% reduction in landfill waste disposal by end-2013

at concerned sites, based on 2010 production output

•	Improvement of secondary raw materials recycling through

the deployment of a new waste management policy

•	 Ongoing deployment of worksite waste collection channels

Noise, smell

and visual impacts

•	Management of impacts caused by site traffic and production 

facilities

Awareness-raising 

initiatives

•	 Founding member of dedicated industry associations and labels 

•	Information and training for contractors and other professionals

•	Group-wide celebration of International Environment, Health

and Safety Day

•	Continuation of internal and external awareness-raising 

campaigns

Limit the environmental 

footprint of our products

•	Incorporation of an EHS validation procedure in R&D projects 

•	 Shared methodology for assessing and communicating life -cycle

assessments for all construction products 

•	 Systematic life-cycle assessments for all construction

product lines 

•	Implementation of an eco-design policy for construction products

•	Research and development of new products

•	 Life-cycle assessments for all construction and solar product

lines by end-2013

•	 Deployment of an eco-design (eco-innovation) policy for 

construction products

Environmental actions are undertaken as part of a policy of continuous improvement. The aim is to extend ISO 14001 certification to over 90%

of concerned sites during 2013.

PROGRESS REPORT

Saint-Gobain Registration Document 2012 • 40

SUSTAINABLE DEVELOPMENT
Social and societal

Challenges Action taken Outlook and future initiatives

Health and Safety

- Health policy

•	 Development of a framework health policy

for Saint-Gobain 

•	 Deployment of the health policy as from 2013

- Workplace safety •	Intensified action to prevent serious and fatal accidents: 

continuation of Serious Accident Plan

•	Continuous monitoring of accident incidence rates 

•	 Deployment of risk assessment and accident/incident 

analysis standards

•	 Deployment of safety standards for road risks, working

at height, management of outside firms operating on 

company sites, work permits, lock out/tag in, machine

safety, forklift truck safety, vehicle and pedestrian

safety and warehousing and loading

•	End of rollout and continued application of the Safety 

MAnagement Tool (SMAT) system

•	 Deployment of the Environment, Safety and Risk 

Prevention audit in the Building Distribution Sector

•	 Stronger safety standard requirements for working

on roofs

•	Closer cooperation on safety issues with employee 

representatives through the European Social Dialogue 

process 

•	2013 targets: lost time accident rate (LTAR) of 5 for the 

Building Distribution Sector and a total recordable accident 

rate (TRAR) of under 6 for the industrial Sectors.

LTAR below 2.8 for the Group

•	 Launch of a new safety standard for electrical risks

in 2013

•	 Update of EHS audit system for small manufacturing sites

•	Enhanced tracking of temporary staff and subcontractors

•	 Dissemination of critical EHS standards: best practices

for welcoming and integrating new employees

•	Establishment of a shared Group framework for all health 

policy ambitions and objectives

•	 Deployment of a software program to analyze health

and safety risks

- Ergonomics •	 Deployment of a method for identifying risks related

to handling, lifting and workstation posture

•	 Distribution of a training kit on the Posture Lifting 

Movement (PLM) method recommended by Saint-Gobain

•	Implementation of a program to reduce risks associated

with musculoskeletal disorders (MSDs), in liaison

with the Delegations

- Noise •	Rollout of NOS (Noise Standard) •	 Action plan to reduce noise exposure at the concerned sites 

•	Project to improve the reliability of NOise Standard (NOS) 

reporting

- Toxic agents •	REACH Directive: creation of a dedicated network,

updating of substance inventories in preparation for 2013 

and 2018 deadlines, distribution of information to our 

suppliers on how we use chemicals and our compliance

with exposure scenarios in the new Safety Data Sheets, 

compliance with rules concerning substances included

in the Candidate List of Substances of Very High Concern 

(SVHC) and prioritized substances

•	 Updating of the REACH clause in all purchasing contracts 

and of Groupwide communication on REACH

•	CLP Regulation: notification of substances to be included

in the classification inventory, where necessary,

and updating of our Safety Data Sheets to bring them

into compliance

•	 Deployment of a training program in the R&D centers

on integrating EHS risk criteria into R&D project management

•	 Updating of the Toxic Agents Standard (TAS)

and implementation guidelines

•	 Deployment in 2012 of an online platform for the Toxic 

Agents Standard (TAS), comprising the toxic substance 

inventory required under REACH and the risk assessment 

and management application. Implementation of tracking 

indicators throughout the Group on deployment

of the platform at the sites 

•	Rollout of training sessions throughout the Group

on the Toxic Agents Standard (TAS) and new online tool

•	 Development of refresher training courses, notably

on the product and substance inventory, and collection

of user feedback in the Group’s Delegations

•	REACH Directive: REACH compliance monitoring, 

registration of substances for 2013 and 2018 deadlines, 

deployment of action plans for prioritized substances

for authorization, updating of Safety Data Sheets

(with exposure scenarios, if appropriate) to ensure

their compliance

•	 Updating of the toxic agents standard and applications 

guides, integration of REACH compliance in our internal 

processes (for example, pilot training for purchasing agents) 

•	CLP Regulation: updating to bring our Safety Data Sheets 

into compliance

•	Implementation of a tracking indicator in the Group

on use of the tool in R&D projects

•	 Tracking of tool deployment indicators at the Group’s 

manufacturing sites

•	 Use of the tool to track compliance with local regulations 

and implementation of the Group’s industrial hygiene policy

PROGRESS REPORT

Saint-Gobain Registration Document 2012 • 41

SUSTAINABLE DEVELOPMENT
Challenges Action taken Outlook and future initiatives

Human resources planning

and development

- Hiring

•	 Saint-Gobain Employer Brand program:

 - Launch of a new careers and hiring website

 (www.saint-gobain-experience.com)

 - Broader presence on social networks

 - Enhanced relations with schools and universities

•	Continuation of the HR and Communication plan launched 

in 2012 in France, the United States, China, Brazil, Poland

and other countries

•	 Development of a partnership program with schools

and universities and of a network of ambassadors

•	 Development of Saint-Gobain’s presence on social networks

- Managerial culture •	 Systematic presentation of the OPEN program at all HR 

meetings and New Managers courses in all regions

•	Creation of a new Advanced Manager course for the top 

1,000 managers

•	 Development of the in-house “My Saint-Gobain” 

collaborative platform

- Training •	Introduction of diagnostic tools and initiatives

to prevent workplace stress as part of the deployment

of the framework agreement on preventing stress

•	 Deployment of specific training to identify psychosocial 

risks (600 employees trained)

•	Extension of sustainable habitat training programs

to customers, suppliers, specifiers and other partners

•	 Local deployment of 18 Management School programs

in Group Delegations

•	Continued rollout of the HR Academy with courses

for HR professionals

•	 Development of agreements with local universities

in Brazil, Russia, India, China and Poland

•	Introduction of training programs to detect employee 

depression and mental fragility

•	 Launch of a distance learning program on diversity

Career management and employee 

motivation

•	 Deployment of a plan to carry out more than 1,000

People Reviews each year to stimulate careers and create 

mobility opportunities

•	Creation of a mobility commission for deployment

in 2012

•	Increased channeling towards mobility tracks in HR

Clubs in France

•	 Launch of a new internal job site called OPEN JOB

in all regions to create opportunities for professional 

mobility

•	 Agreement between France and the United States

on student exchange programs and cross-cultural training

for engineers

•	Enhancement of mobility initiatives targeted

towards non-managerial staff in France, with support

from Saint-Gobain Développement

High-quality social dialogue •	 Annual meeting of 70 participants from 27 countries

in Europe to align social policies

•	Measures to enhance the role of the select committee

on cultural diversity

•	 Signature in September 2012 of a framework agreement

on diversity in France

•	Creation in 2013 of a nine-member European select 

committee on cultural diversity and European social

dialogue to foster discussion and exchange, with members 

serving for three-year terms

•	 Deployment of the framework agreement on diversity

to address gender diversity, work-life balance, disabilities 

and professional integration programs

Diversity •	Initiatives to promote gender diversity: women

represent 25% of new hires worldwide

•	 Systematic presentation of women candidates

for job openings and succession plans

•	 Launch of the Women In Network (WIN) to promote

gender diversity in the workplace, notably through

training and tutoring initiatives

•	Inclusion of diversity as a criterion in managers’ annual 

performance reviews (PeopleGroup)

•	 Development of a training course on disabilities for HR 

professionals and managers to support hiring of disabled 

individuals and dispel perceived difficulties

Participation in local

community life

•	 Saint-Gobain Initiatives Foundation: acceptance

of 40 new projects, signature of 10 sponsorship

agreements, allocation of €1.2 million to current projects

•	Creation of a Foundation Ambassadors network

with more than 200 members at end-2012

•	 Active involvement in the geographical expansion

of the “100 opportunities, 100 jobs” campaign to help 

disadvantaged young people enter the workforce

•	 Deployment of an expertise sharing program

led by older employees to help revitalize small

and medium-sized companies

•	 Saint-Gobain Initiatives Foundation: extension of the scope 

of accepted projects and greater focus on energy efficiency; 

stronger communication initiatives towards both internal

and external audiences

•	Continued participation in the “100 opportunities,

100 jobs” campaign

•	 Deployment of a dedicated job opportunities plan focused 

on building professions and techniques

•	Execution of local community outreach initiatives

in the United States, India and other countries

PROGRESS REPORT

Saint-Gobain Registration Document 2012 • 42

SUSTAINABLE DEVELOPMENT
Business practices

Challenges Action taken Outlook and future initiatives

Responsible purchasing •	 Consolidation of the responsible purchasing organization

•	Publication of an updated Purchasing Charter

and Suppliers’ Charter

•	 Deployment of the responsible purchasing awareness 

campaign in all Delegations

•	 Launch of the online responsible purchasing training 

module in English and French

•	Continued development of purchases from the sheltered 

and supported employment sector and launch of a specific 

awareness module

•	 Development of the supplier audit campaign and launch

of a follow-up audit campaign

•	Continuation of the responsible purchasing awareness 

campaign and training

•	Continued development of purchases from the sheltered 

and supported employment sector and launch of a specific 

awareness module

•	Improvement of the supplier screening process

and continued deployment of the supplier audit

and follow-up audit campaigns

Responsible development •	 Ongoing training at the School of Management

•	Introduction in two pilot Delegations of a train-the-trainer 

program on the Principles of Conduct and Action for local

HR managers

•	 Ongoing training at the School of Management

•	 Deployment of a train-the-trainer module worldwide

Compliance program •	Competition Law plan: ongoing adaptation of the training 

modules (adjustment of translations and alignment with 

changing legislation and practices); continuation of classroom 

and online training; continuation of audits

•	Compliance alerts system: complete deployment

•	Program to achieve compliance with economic sanctions 

and embargos: internal procedures and training

•	Prevention of corruption: internal procedures and control; 

training

•	Competition Law plan: continued deployment in line

with previous years

•	 Anti-corruption: deployment of a Group compliance 

program involving adequate procedures, an assessment

of risk exposure, online training and the organization

of specific seminars

PROGRESS REPORT

Saint-Gobain Registration Document 2012 • 43

SUSTAINABLE DEVELOPMENT
KEY

INDICATORS

Indicators presented in this section and the method used to collect and consolidate the underlying data are described

in the Sustainable Development Report published by the Saint-Gobain Group.

Social 

Indicator 2012 2011

Number of millionaire sites (sites that have over one million incident-free hours of work

and/or more than five years’ work without any lost-time incidents)

188 179

Lost-time accident rate (LTAR) (more than 24 hours' lost time) – Group (including temporary staff)* 2.8 3.1

Severity rate – Group (including temporary staff) 0.18 0.20

Lost-time accident rate (LTAR) (more than 24 hours' lost time) - Building Distribution Sector 

(including temporary staff)*

4.3 5.1

Total recordable accident rate (TRAR) - industrial Sectors (including temporary staff)* 5.2 6.3

Number of workplace fatalities - Saint-Gobain employees 6 3

Number of Health & Safety-certified sites (OHSAS 18001 – ILO-OSH 2000) - comparable scope* 341 356

Total headcount 192,781 194,658

Total payroll €8,431 M €7,955 M

*Adjusted for 2012 scope of reporting.

Environment 

Indicator 2012 2011

Number of quality-certified sites - comparable scope* 704 763

Percentage of concerned sites that are environmentally certified (ISO 14001 / EMAS)* 75.2% 72.2%

Number of Seveso-classified sites 5 5

Total environmental expenditure* €144.0 M €117.9 M

Salaries and other payroll expenses for environmental officers* €26.6 M €21.6 M

ISO 14001 and EMAS environmental certification and renewal costs €2.4 M €2.4 M

Environmental taxes* €5.2 M €4.8 M

Insurance and warranties* €5.3 M €2.7 M

Environmental fines €0.1 M €0.5 M

Cost of environmental incidents €1.1 M €0.8 M

Cost of technical measures* €5.9 M €8.3 M

Environmental R&D budget €90.2 M €67.2 M

Soil decontamination, site remediation and other clean-up costs €7.2 M €9.6 M

Capital expenditure on environmental protection measures* €60.8 M €72.1 M

Provisions for environmental risks €151 M €169 M

*Adjusted for 2012 scope of reporting.

A comprehensive 2012 sustainable development report, based on Global Reporting Initiative (GRI) indicators, is available 

for download at www.saint-gobain.com. The report may also be obtained in paper format from Saint-Gobain’s 

Corporate Communications Department.

KEY INDICATORS

Saint-Gobain Registration Document 2012 • 44

SUSTAINABLE DEVELOPMENT
2012

MANAGEMENT

rEport

46 • A MIXED YEAR

Markets and economic environment 46

 Operating performance 48

Performance of Group Business Sectors 48

 Analysis by geographic area 49

Consolidated results 50

52 • DIVIDENDS

53 • RESULTS BY SECTOR 

 Innovative Materials Sector 53

Construction Products Sector 55

 Building Distribution Sector 59

Packaging Sector 60

61 • OUTLOOK AND OBJECTIVES FOR 2013

62 • SHARE INFORMATION

 Total Shareholder Return 62

 Bonds 63

 Non-voting participating securities 64

66 • OWNERSHIP STRUCTURE

Capital stock 66

 Ownership structure 66

 Notifications received under

disclosure threshold rules in 2012 67

 Financial authorizations 68

 Information that could have

a bearing on a takeover bid 69

 Group Savings Plan 69

 Share buybacks 70

71 • INFORMATION POLICY

 AND FINANCIAL CALENDAR

72 • CORPORATE GOVERNANCE

 Bylaws 72

Corporate governance 73 Board of Directors 73

Directors’ independence/gender parity/

representation of employee shareholders 75

Re-election of Directors 75

Board organization and practices 80

Board assessments 81

Committees of the Board 82

Directors’ Compensation 85

 

Stock option plans – Performance share plans

– Principles and rules decided by the Board

of Directors – Performance unit plan 85

 Compensation and benefits of the Chairman

and Chief Executive Officer 87

Group management 95

97 • AUDITORS

 External control of the Company 97

 Related party agreements

 Statutory Auditors’ special report 

on related party agreements

and commitments 98

101 • INTERNAL CONTROL

 Report on internal control and risk

management systems 101

Compagnie de Saint-Gobain’s internal control

and risk management system 101

Organization of the internal control and risk

management system 102

Standards and procedures 105

Organization of internal control processes

related to the preparation and processing

of financial and accounting information

for shareholders 107

Statutory Auditors’ report 109

110 • RISK FACTORS

Macroeconomic and industry risks 110

 Operational risks 110

Market risks (liquidity, interest rate,

foreign exchange, energy, raw materials

and credit risks) 111

 Other risks 112

 Industrial and environmental risks 113

 Legal risks 113

 Insurance - coverage of potential risks 116

Saint-Gobain Registration Document 2012 • 45
MANAGEMENT REPORT

Foreign trade made the most significant contribution

to growth last year, as the balance of trade was positively 

affected by the increase in exports (up by an annual 

average of 5.5%) despite a difficult end to the year and

the decrease in imports caused by waning domestic

demand and inventory drawdowns. On the supply side, 

capital expenditure rebounded briefly in the spring

only to fall at a faster pace over the remainder of the year. 

The slowdown in hiring also accelerated.

In Spain, business contracted further over the full year. 

Exports, which became more competitive as Spanish 

salaries fell, were the only earnings drivers in 2012. 

Private- and public-sector spending were hampered

by ongoing budget cuts, the negative impact of bank 

recapitalizations on the availability of credit and

the worsening employment situation.

In Italy, the recession continued into the third quarter

of 2012, representing the fifth consecutive quarter

of negative growth. Austerity measures designed to

reduce the budget deficit below the 3% threshold 

weighed on private-sector spending, which continued

to retreat.

The United Kingdom emerged only briefly from

the recession in the third quarter, temporarily boosted

by the London Olympics. Committed to an ambitious 

program of budget consolidation that has held back its 

growth, the country suffered a further blow to financial 

sector value creation and a deterioration of its trade 

balance, as the rise in the British pound and reduced 

competitiveness brought soaring energy costs

and diminished export market share.

The United States fared better than Europe. With growth

of just 2.5% year-on-year in the third quarter, the country’s 

performance was modest from a long-term growth 

perspective. While a strong first quarter created significant 

momentum, household spending gradually declined

and replacement capital expenditure remained feeble, 

despite the growing obsolescence of equipment,

the improvement in the capacity utilization rate

and manufacturing competitiveness gains attributable

to shale gas development. The US economy ended the year 

in “wait and see” mode, weighing encouraging news 

concerning the automotive industry, residential property 

market and company margins against apprehensions

about budget adjustments, the struggling job market

and hesitancy in the business world.

Like mature countries, fast-growing markets experienced

a long period of decelerating growth during most of 2012. 

However, their impetus seems to have returned.

A MIXED 

YEAR 

Markets and economic environment

The pace of global economic growth declined further

in 2012, down to nearly 3% from 3.7% in 2011 and 4.6%

in 2010. 

The situation was looking bleak at the end of the first half. 

The global composite purchasing managers’ index (PMI)

was falling, manufacturing was sluggish, international

trade was struggling to bounce back and the labor market

was deteriorating. All economic regions had witnessed

a slowdown. 

Then, in the second half of the year, country performances 

diverged significantly. While the contraction in business 

continued in Japan, and even seemed to intensify in Europe, 

the United States returned to hesitant growth and emerging 

economies began to see small signs of recovery. 

In Japan, the reconstruction-led recovery lost steam

in the second quarter and the economy slowed further

in the third, down 3.5% on an annualized basis. This was 

mainly due to the erosion of exports, which were impacted 

by decelerating world economic growth, the yen’s ongoing 

appreciation and geopolitical conflicts with China. Domestic 

spending remained subdued throughout the year.

In the third quarter, the euro zone succumbed to recession, 

declining 0.2% over the full year after dipping 0.6%

in the second quarter. In the European Union, budget 

discipline measures introduced by the member states

in 2012 heavily impacted domestic demand in both

the private and public sector. Companies saw their

local markets shrink and were unable to conquer market 

share outside the region due to the overvalued euro.

They responded by cutting back on investment,

and unemployment rose to record highs. However,

on a more positive note, the laborious process

to improve European governance, the implementation

of various European subsidy programs and the deployment 

of solutions to save Greece from collapse helped

to relieve uncertainty in the financial markets and reduce 

the volatility of sovereign debt spreads between member 

countries.

Germany continued to hold firm, but its growth was

more moderate in 2012 (+0.9%). Orders for locally 

manufactured goods, from both domestic and export 

markets, gradually declined during the year. Capital 

spending decreased slightly and the job market lost

some of its vigor, thereby eroding consumer confidence.

In France, GDP fell sharply in the fourth quarter of 2012, 

down 0.3% year-on-year. On an average annual basis, 

growth stagnated in 2012 and consumer spending stalled

as well, despite a demand surge in the second half.

A MIXED YEAR

Saint-Gobain Registration Document 2012 • 46
In emerging Asia, China seemed to recover in the second 

half from a rather long slowdown, generating growth

of 7.7% over the first three quarters. Domestic demand

and investment started to bounce back in the summer, 

stimulated internally by various budget measures

and an expansionary monetary policy. In the autumn, 

exports to all regions but the euro zone began to pick up.

India took longer to recover, with GDP up just 5.3%

in volume terms in the second quarter of the fiscal year,

far below the 7% to 8% growth rate observed in

the 2000-2010 period. Faced with a widening foreign

trade deficit, a large budget deficit and high inflation,

the government struggled to revive local consumer 

spending, manufacturing and agricultural output.

Latin America’s economies slowed considerably in 2012. 

They were certainly impacted by the contraction in global 

trade, but the true cause of their depression lay elsewhere. 

In Brazil, the culprits were lacking investment and a weak 

manufacturing base, which failed to meet strong, diversified 

demand in an environment stimulated by expansionary 

economic policies. The result was an uptick in inflation.

In Argentina, in addition to the fallout from Brazil – its main 

trading partner –, import and currency outflow restrictions 

coupled with foreign debt default risk were to blame.

In Mexico, growth moderated while manufacturing output 

and private-sector spending remained high.

In 2012, the economies of Eastern Europe were unevenly 

affected by the euro zone recession and the drop in 

international trade, witnessing a slowdown that was more 

pronounced in the countries most open to foreign markets, 

with Hungary and the Czech Republic experiencing

a recession of their own. 

In contrast, Poland, Russia and the Baltic countries 

continued to show some resilience. 

Habitat and construction

In 2012, the construction market remained tense

in a large number of countries, not just in Europe,

but picked up considerably in the United States,

although from a historically low base.

In the United States, the residential construction market 

significantly improved. Housing starts jumped to a year

high of 954,000 units in December as the property market 

made a comeback – with cumulative sales up 8.2% – helped 

by higher prices, the absorption of excess housing stock

and a decline in vacancy rates. All problems have not been 

resolved yet, but the outlook is now very positive. 

In Japan, government spending on the reconstruction

effort increased in 2012, with a 26.5% year-on-year rise

in construction order volumes in August. However, 

investments in the residential and non-residential

segments faltered in the first quarter.

In fast-growling economies, the Chinese market was buoyant

last year thanks to public spending initiatives. Monetary 

easing led to higher property prices and the non-residential 

construction market rebounded due to both public

- and private-sector spending on infrastructure projects.

In the residential market, investment was fuelled

by the development of low-income housing.

In Brazil, construction volumes rose by 2.4% in real terms 

during the first half of the year, supported by government 

investments in infrastructure and low-income housing as well 

as by vigorous domestic demand. However, the credit boom 

exposed the market’s inability to absorb the housing supply.

In Europe, markets continued to perform unevenly,

with greater difficulties experienced in the southern 

countries of Spain, Italy, Greece and Portugal. 

In Germany, the residential property market regained 

momentum for the first time since reunification. A combination 

of favorable factors – low interest rates, higher real wages,

a resilient economy and safe-haven investing in real estate 

– stimulated residential construction and pushed up housing 

prices in large cities.

In France, poor economic conditions, restricted access

to credit and the reduced attractiveness of the market

– notably due to the elimination of tax incentives under

the Scellier scheme –discouraged residential investment, 

particularly in the rental segment. In 2012, housing starts 

dropped by 19.6% and developer sales plunged by some 30%. 

Given these changes, housing prices held up remarkably well. 

Renovation works were down 2% in the fourth quarter

on a volume and year-on-year basis, but dipped just 1%

on average over the last four quarters, owing to dynamic 

spending on energy efficiency improvements.

In the non-residential market, office starts continued to see 

moderate growth, while the other building categories 

contracted sharply.

In Spain and Italy, where the property, financial and economic 

crisis is posing tough challenges, the industry sank deeper 

into recession. 

In the United Kingdom, the various incentives implemented 

by the government during the year to support household 

financing and first-time homeownership helped to slightly 

improve the property market situation in the third quarter, 

which saw a leveling off of the decline in real estate prices 

and a 16.6% increase in building starts.

In Scandinavia, building starts were down in Sweden, Norway 

and Denmark but up in Finland. More upbeat in Finland

and Norway, property prices were slightly depressed

in Sweden and Denmark as the market underwent

a readjustment.

In Eastern Europe, Poland enjoyed growth in its construction 

volumes. In contrast, Hungary, Slovakia and the Czech 

Republic performed poorly in terms of total construction 

spending.

A MIXED YEAR

Saint-Gobain Registration Document 2012 • 47

MANAGEMENT REPORT
MANAGEMENT REPORT

Automotive industry

In 2012, the global automobile market experienced

two-speed growth, with sustained expansion in fast-growing 

economies and North America on the one hand and, 

unsurprisingly, a significant contraction in Western Europe 

on the other, following the phase-out of incentive schemes, 

a wave of austerity measures and euro area recession. 

In the United States, the market continued to recover

as the country’s economic conditions improved, with 

cumulative growth of 14% in sales of light commercial 

vehicles over the ten months ended October 31.

In Japan, car manufacturers benefited from the upturn

in demand for replacement vehicles – with output up 27.5% 

and sales up 45.2% as of end-October – triggered mainly by 

the losses incurred during the 2011 earthquake and tsunami.

In fast-growing markets, the passenger vehicle segment 

performed well in China, with increases of 7.7% in output 

and 6.9% in sales over the first ten months. In South Korea, 

the sharp rebound in used vehicle exports, up 38% over

the same ten-month period, weakened sales of new models. 

In Russia, cumulative sales at the end of November

were up 12% on the prior year. 

In Brazil, vehicle sales improved by 6.1% in 2012,

spurred by the government’s decision to extend buyer

tax incentives until December 31.

In Western Europe, German car manufacturers fared best, 

leveraging vibrant demand outside the euro zone to offset 

the sharp contraction in their sales on the continent.

Vehicle sales did decrease slightly, down a cumulative 1.6% 

over the first eleven months of 2012, but the decline

was much smaller than in the other three large European 

markets, France (down 13.2%), Italy (down 19.8%)

and Spain (down 11.9%), whose economies were admittedly 

in much worse shape. 

In the United Kingdom, the new vehicle market recovered

in 2012. Sales rose 5.4% and output increased 9.7% over

the first eleven months of the year, attesting to robust 

expansion.

Lastly, new vehicle sales retreated in the Nordic countries 

(including Iceland), and stagnated overall in Eastern Europe.

Operating performance

After a broadly satisfactory start to the year, the Group’s 

businesses were hit as from the second quarter by

the deteriorating economic climate in Europe

and by difficult trading in Flat Glass, in both Europe

and Asia and fast-growing countries. Sales decreased by 

1.9% on a like-for-like basis (comparable Group structure

and exchange rates), with volumes down 3.6% and prices

up 1.7% over the year as a whole.

Barring Interior Solutions – buoyed by the upturn

in residential construction in the US and the growing energy 

efficiency market in Europe – and Packaging (Verallia) 

– boosted by good household consumption levels, all of

the Group’s Business Sectors and Divisions saw sales

decline over the year as a whole, affected by the slowdown 

in industrial and residential construction markets in Western 

Europe. While Latin America picked up in the second half, 

markets in Asia and emerging countries remained stable 

overall in 2012. Among the major geographic areas

in which the Group operates, only North America

remained upbeat, fuelled by the ongoing upturn in

housing and despite tough 2011 comparatives

for this market (roofing renovations had been boosted

in this prior period by severe storms). 

In this challenging economic environment, with commodity 

and energy costs jumping over the year, sales prices 

remained an important priority for the Group, and moved 

up 1.7%, or 2.0% excluding Flat Glass.

Despite profitability gains in North America, the Group’s 

operating margin narrowed, to 6.7% versus 8.2% in 2011, 

impacted mainly by the decline in sales volumes in Western 

Europe and a sharply negative price/cost spread in Flat 

Glass.

Performance of Group Business Sectors

Innovative Materials sales fell 4.4% on a like-for-like basis,

hit by tough trading in Flat Glass and by the slowdown in 

High-Performance Materials, particularly in Western Europe. 

The Business Sector’s operating margin fell to 7.7%

from 11.8% in 2011.

Flat Glass reported a 6.6% decline in like-for-like sales,

driven by a combination of adverse economic factors 

including a contraction in its main markets (automotive, 

construction and solar) in Western Europe, slack trading

in Asia and fast-growing countries, lower float glass prices,

and soaring raw material and energy costs. Only Latin 

America remained upbeat, with growth picking up pace

in the second half. Despite measures taken to address

the deteriorating economic climate (significant capacity 

reductions, restructuring, etc.), the operating margin

for the Division was down sharply, at 2.0% of sales

from 8.8% in 2011. 

After brisk first-half trading, High-Performance Materials 

(HPM) sales slipped 1.7% on a like-for-like basis over

the year as a whole, chiefly due to the economic slowdown

in the second half of 2012, particularly in Europe.

Thanks to cost savings and to upbeat sales prices, the 

operating margin held up well, at 14.2% versus 15.7% in 2011. 

A MIXED YEAR

Saint-Gobain Registration Document 2012 • 48
Construction Products (CP) like-for-like sales dipped 1.3%, 

due to the decline in sales volumes in Western Europe

and Asia. Sales prices remained upbeat. The operating

margin fell to 8.3% from 9.5% in 2011.

Interior Solutions reported slight organic growth of 1.3%

for the year, buoyed by strong sales price momentum 

(especially in the US), which helped offset the impact

of rising energy and raw material costs on earnings.

Volumes were up in both North and especially South 

America, and also in Asia, but retreated in Western

and Eastern Europe. In France, Isover continued to benefit 

from stricter energy efficiency regulations in the habitat and 

construction sector (and particularly from Thermal Regulation 

2012 in France), and delivered organic growth of 5.4% for the 

year. The Activity’s operating margin improved, at 8.3% of 

sales versus 8.2% of sales in 2011.

Exterior Solutions saw like-for-like sales fall 3.7%, hit by

the sharp drop in Pipe sales, while the Activity’s other 

businesses remained stable. Exterior Products continued

to benefit from the upturn in residential construction

in the US, but suffered from very strong comparatives in 2011 

(severe storms in the US in early 2011 had temporarily 

boosted roofing renovations). This temporarily conceals 

advances in the business. Industrial Mortars delivered 

double-digit growth in Asia and emerging countries,

but the worsening economic crisis took its toll on trading

in Western Europe. For the Activity as a whole and Mortars 

in particular, sales prices remained upbeat, but could

not fully offset the spike in raw material and energy costs. 

Consequently, despite the first effects of cost cutting 

measures, the operating margin declined to 8.3% from

10.7% in 2011.

The Building Distribution Sector saw a 2.0% dip in like-for-like 

sales, reflecting the gradual deterioration in market 

conditions across all Western European countries as from

the second quarter, not entirely offset by sales prices.

Over the year as a whole, only Germany, Scandinavia, the USA 

and Brazil continued to report positive organic growth. 

Trading in France proved resilient (down slightly), as a result

of further market share gains, like in Scandinavia. The operating 

margin for the Business Sector came in at 4.0% versus 4.2% 

in 2011.

The Packaging Sector (Verallia) delivered 3.5% organic 

growth, buoyed by a strong uptrend in sales prices in the 

main countries in which it operates. Trading remained brisk

in the US, France and Brazil, but fell back in Southern and 

Eastern Europe. However, the Business Sector’s operating 

margin lost ground, falling to 10.9% of sales from 12.3%

of sales in 2011, due mainly to difficulties in Southern 

Europe and to the time needed to fully pass on the rise

in energy costs to sales prices.

Analysis by geographic area

An analysis by geographic area reveals contrasting trends 

between Western Europe – where trading slowed –

and North America – which reported modest organic growth. 

Asia and emerging countries remained stable, although

there were stark differences from one country to the next.

Profitability improved in North America, but waned

in all other geographic areas.

In France and other Western European countries, like-for-like 

sales were down 2.5% and 4.3%, respectively, due to

the sharp drop in Flat Glass and Pipe sales. Overall,

all of the Group’s other businesses were affected by

the deteriorating economic environment in Western Europe 

as from the second quarter. In contrast, Packaging (Verallia) 

held up well throughout the year. The operating margin 

declined, both in France and in other Western European 

countries, to 5.4% and 5.3%, respectively (versus 6.6%

and 6.7%, respectively, in 2011).

North America posted 2.3% organic growth, with a positive 

contribution from all Business Sectors and especially 

Construction Products, where the gradual upturn in residential 

construction and positive trends in sales prices boosted 

trading. The operating margin continued to advance,

up to 11.1% from 10.4% in 2011. 

Sales in Asia and emerging countries were virtually stable 

(down 0.1%) on a like-for-like basis, with the downturn

in the Group’s Asian markets (particularly in Flat Glass

and Pipe) countered by upbeat trading in Latin America. 

Trading in Eastern Europe retreated slightly, as strong growth 

in Russia and the Baltics failed to fully offset the slowdown

in other Eastern European countries. The operating margin 

fell sharply, chiefly reflecting tough trading conditions

for Flat Glass, and came out at 6.8% of sales versus 10.2%

of sales in 2011. 

A MIXED YEAR

Saint-Gobain Registration Document 2012 • 49

MANAGEMENT REPORT
MANAGEMENT REPORT

Consolidated results

Sales climbed 2.6% to €43,198 million, versus €42,116 

million in 2011. The currency impact was a positive 1.8%, 

primarily reflecting gains in the US dollar and pound

sterling against the euro. Changes in Group structure

also had a positive impact of 2.7%, resulting mainly from

the acquisitions of Build Center and Brossette (Building 

Distribution) and Solar Gard (High-Performance Materials), 

along with bolt-on acquisitions carried out by Construction 

Products (CP) in Asia and emerging countries and on

energy efficiency markets in Europe. 

Like-for-like, sales slipped 1.9%, with the 1.7% increase

in sales prices failing to fully offset the 3.6% downturn

in volumes. 

Operating income shrunk by 16.3%, as a result of both a 

decline in sales volumes and a sharply negative cost/price 

spread in Flat Glass, to come in at €2,881 million versus 

€3,441 million one year earlier. The operating margin was 

6.7% (8.5% excluding Building Distribution) compared to 

8.2% (10.9% excluding Building Distribution) in 2011. 

EBITDA (operating income + operating depreciation

and amortization) fell 10.5%. The consolidated EBITDA 

margin came in at 10.3% of sales (13.7% excluding Building 

Distribution), versus 11.8% of sales (16.0% excluding

Building Distribution) in 2011. 

Non-operating costs rose by 28.4%, due to the rise in 

restructuring costs aimed at addressing the deteriorating 

economic climate in Europe. The accrual to the provision

for asbestos-related litigation in the United States was

the same as in 2011, at €90 million (see “Update

on asbestos claims in the US” on page 51).

The net balance of capital gains and losses on disposals, 

asset write-downs and corporate acquisition fees

totaled €-390 million. This amount includes €436 million

in asset write-downs and €60 million in capital gains

on disposals. Asset write-downs include €310 million

taken against property, plant and equipment relating

to solar businesses (restructuring plans and site closures), 

with the remainder relating primarily to cost-cutting 

programs put in place in certain Building Distribution

and Construction Products businesses in Southern Europe.

Business income fell 25.0% to €1,984 million, as a result of 

asset write-downs and the strong increase in non-operating 

costs (see above).

Net financial expense advanced €86 million (up 13.5%)

to €724 million, chiefly reflecting the rise in average

net debt over 2012 as a whole. The average cost of gross 

debt at December 31 fell slightly, to 4.7% from 4.8% in 2011. 

In line with the 36.9% decline in pre-tax income, income

tax expense was 27.4% lower, falling to €476 million

from €656 million one year earlier. Due mainly to the rise

in the income contribution from the United States

(with an income tax rate of 39%), the tax rate on recurring 

net income rose to 34% from 29% in 2011.

Recurring net income (excluding capital gains and losses, 

asset write-downs and material non-recurring provisions) 

amounted to €1,126 million, a 35.1% fall on 2011. Based

on the number of shares outstanding (excluding treasury 

stock) at December 31, 2012 (526,434,577 shares versus 

526,205,696 shares at December 31, 2011), recurring 

earnings per share came out at €2.14, down 35.2%

on 2011 (€3.30). 

Net income came in at €766 million, a decline of 40.3% 

year-on-year. Based on the number of shares outstanding 

(excluding treasury stock) at December 31, 2012 

(526,434,577 shares versus 526,205,696 shares

at December 31, 2011), earnings per share came out

at €1.46, down 40.2% on 2011 (€2.44). 

Demonstrating the Group’s strict financial discipline amid

a slowing economy, capital expenditure was down 8.4%

or €163 million over the year, after a fall of 21.3%

or €276 million, in the second half. Capital expenditure 

totaled €1,773 million over the year as a whole, or 4.1%

of sales, compared to 4.6% in 2011. Almost half of

this amount relates to growth capex, earmarked almost 

entirely for Asia and fast-growing countries.

Cash flow from operations came in at €2,791 million, 18.4% 

lower than in 2011. Before the tax impact of capital gains 

and losses on disposals and asset write-downs, cash

flow from operations fell 20.3% to €2,668 million,

from €3,349 million in 2011. 

Following the 25.0% fall in business income and despite

the tight rein on capital expenditure:

 free cash flow (cash flow from operations less capital

expenditure) fell 31.4%, to €1,018 million. Before the tax

impact of capital gains and losses on disposals and asset

write-downs, free cash flow stood at €895 million, 

down 36.7% on 2011 (€1,413 million), representing

2.1% of sales (versus 3.4% in 2011);

A MIXED YEAR

Saint-Gobain Registration Document 2012 • 50
 the difference between EBITDA and capital expenditure

was €2,658 million, versus €3,016 million in 2011,

representing 6.2% of sales (7.2% in 2011). 

Operating working capital requirements (WCR) improved 

sharply amid a slowdown in trading, falling 5 days

to 29 days’ sales at December 31, 2012, a record low

for the Group. This performance represents a gain

of €555 million.

Investments in securities came in at €354 million,

almost half the figure for 2011 (€702 million), reflecting

the priority given to cash generation. Investments

in securities relate chiefly to acquisitions focused

on the Group’s key growth drivers, namely Asia

and fast-growing countries, energy efficiency,

and consolidation in the Construction Products

and Building Distribution businesses (in particular,

with the purchase of Brossette on April 1, 2012).

Net debt rose 4.9%, or €395 million, to €8.5 billion

at December 31, 2012. Net debt represents 47%

of consolidated equity versus 44% one year earlier.

The net debt to EBITDA ratio came out at 1.92, slightly 

above the end-2011 figure (1.63). Based on the proforma 

financial statements at December 31, 2012 (following

the sale of Verallia North America), the Group’s net debt 

falls to €7.5 billion, giving a net debt to equity ratio of 41% 

and a net debt to EBITDA ratio of 1.77.

Update on asbestos claims in the US

Some 4,000 claims were filed against CertainTeed in 2012, 

stable compared with 2011. At the same time, 9,000

claims were settled (versus 8,000 in 2011), and 4,000 

claims were transferred to inactive dockets. As a result,

the total number of outstanding claims at December 31, 

2012 felly sharply, to 43,000 from 52,000 at December 31, 

2011. 

A total of $67 million in indemnity payments were

made in the 12 months to December 31, 2012, down 

sharply compared to 2011 ($82 million).

In light of these trends, and particularly the decrease

in indemnity payments and €90 million provision accrual

in 2012 (see page 50), the total provision for CertainTeed’s 

asbestos-related claims amounted to around $550 million

at December 31, 2012, compared to $504 million

at December 31, 2011.

Action plan to address

the deteriorating economic climate

The Group once again showed its extensive capacity

to adapt to the deterioration in the economic climate

as from the second quarter in Western Europe and in Flat 

Glass as a whole. It also showed steely financial discipline 

while pursuing its strategic goals, by:

 continuing to give priority to sales prices, which rose

1.7% over the year (2.0% excluding Flat Glass),

and helped to contain the impact of rising raw material

and energy costs;

 rolling out new cost-cutting measures representing

savings of €520 million over the year as a whole

(including €110 million in Flat Glass). The cost-cutting

program primarily focused on Western Europe,

Asia and fast-growing countries (for Flat Glass and Pipe

in particular) will be continued and extended in 2013,

bringing its full-year impact (in 2013) to €1,100 million

(calculated on the 2011 cost base) – including

€240 million in Flat Glass – instead of the €750 million

initially forecast;

 substantially reducing operating working capital

requirements (WCR), with a gain of 5 days (€555 million) 

over the year as a whole, representing a rise of €613 

million (73.2%) in cash generated (free cash flow(1)

+ change in operating WCR) to reach €1,450 million;

 controlling capital expenditure and financial investments

(down 19% on 2011), particularly in the second half

(down 39% on second-half 2011). Focusing primarily

on strategic growth drivers, namely Asia and fast-growing

countries, energy efficiency and energy markets,

and consolidation of the Group’s strengths in Construction 

Products and Building Distribution;

 entering a new phase in its strategy of refocusing

on its habitat business, with the signature of an

agreement concerning the sale of Verallia North America 

 at a very good price (USD 1.7 billion,or 6.5 x EBITDA). 

This transaction also enables the Group to reinforce its 

balance sheet and consolidate its financial strength. 

Accordingly, taking into account this disposal and on a 

pro forma basis at December 31, 2012:

 - the gearing ratio (net debt to equity) falls from 47%

to 41%, 

 - the net debt to EBITDA ratio falls from 1.92 to 1.77;

 increasing its R&D expenditure by 11.1% to €479 million.

(1) Excluding the tax effect of capital gains and losses on disposals, asset write-downs and material non-recurring provisions. 

A MIXED YEAR

Saint-Gobain Registration Document 2012 • 51

MANAGEMENT REPORT
MANAGEMENT REPORT

Financial investments 

 (in € millions)

Investment

Estimated 

full-year

net sales

2012 acquisitions

Innovative Materials – Flat Glass 82 NA*

Innovative Materials

– High-Performance Materials

18 7

Construction Products 54 143

Building Distribution 200 775

Packaging 0

Holding companies 0

Total acquisitions 354 925

of which in emerging markets 

and Asia-Pacific

39

*In start-up phase.

2011 acquisitions 

Innovative Materials - Flat Glass 122 46

Innovative Materials

– High-Performance Materials

168* 131

Construction Products 139 119

of which in emerging markets 

and Asia-Pacific

292

DIVIDENDS

Year Number of shares

with dividend rights 

Net dividend per share

(in €)

Adjusted yield based

on year-end share price

2010 524,491,350 shares(a)* 1.15 2.99%

2011 521,209,840 shares(b)* 1.24 4.18%

2012 526,953,077 shares(c)** 1.24 3.8%

Dividends not claimed within five years are time-barred and are paid over to the State.

* The number of shares with dividend rights is determined after deducting shares held in treasury on the dividend payment date.

** Estimated at January 31, 2013.

 (a) Based on 530,836,441 shares outstanding (capital stock at December 31, 2010) less 6,345,091 treasury shares held on the dividend payment date.

 (b) Based on 535,563,723 shares outstanding (capital stock at December 31, 2011) less 9,540,000 shares cancelled on May 31, 2012 and 4,813,883 

 treasury shares held on the dividend payment date.

 (c) Based on 531,125,642 shares (capital stock at December 31, 2012) less 4,172,565 treasury shares held at January 31, 2013.

At its meeting on February 20, 2013, the Board of Directors decided to recommend to the Annual General Meeting

on June 6, 2013, that the 2012 dividend should be set at €1.24 to be paid in stock at the election of each shareholder.

For the stock dividend, the Board of Directors of Compagnie de Saint-Gobain will recommend setting the issue price

at the average of the opening prices quoted for Compagnie de Saint-Gobain over the 20 trading days preceding

the Annual General Meeting on June 6, less a 10% discount, and less the net dividend.

DIVIDENDS

Capital expenditure and financial investments

Capital expenditure (excluding finance leases)

(in € millions) 2012 2011 2010

By Sector and Activity

Innovative Materials - Flat Glass 459 682 413

Innovative Materials

– High-Performance Materials

236 198 149

Construction Products 535 553 422

- Interior Solutions 339 330 194

- Exterior Solutions 196 223 228

Building Distribution 233 210 187

Packaging 282 267 261

Other 28 26 18

Group Total 1,773 1,936 1,450

By geographic area 

France 300 313 290

Other Western European countries 435 547 427

North America 314 295 201

Fast-growing countries and Asia 724 781 532

Group Total 1,773 1,936 1,450

Financial investments 

(in € millions)

Investment

Estimated 

full-year

net sales

2012 acquisitions

Innovative Materials – Flat Glass 82 NA*

Innovative Materials

– High-Performance Materials

18 7

Construction Products 54 143

Building Distribution 200 775

Packaging 0

Holding companies 0

TOTAL acquisitions 354 925

of which in fast-growing 

markets and Asia-Pacific

39

* In start-up phase.

2011 Acquisitions

Innovative Materials - Flat Glass 122 46

Innovative Materials – HighPerformance Materials168* 131

Construction Products 139 119

Building Distribution 266 455

Packaging 6 7

Holding companies 1

TOTAL acquisitions 702 758

of which in fast-growing 

markets and Asia-Pacific

292

*Of which €35 million acquired by the holding companies.

Saint-Gobain Registration Document 2012 • 52
RESULTS 

BY SECTOR 

Innovative Materials Sector 

Key Consolidated Figures

(in € millions) 2012 2011 2010 2009

Net sales(a) 9,485 9,596 9,283 7,792

Operating income 726 1,130 1,024 370

EBITDA 1,226 1,605 1,506 843

Capital expenditure(c) 695 880 562 456

 (a) Sales data by Sector include inter-sector sales.

 (c) Excluding finance leases.

Innovative Materials sales contracted by 1.2% over

the year on a reported basis, and by 4.4% like-for-like

(on a comparable structure and currency basis).

The Sector’s operating margin fell to 22% for the year

from 25% in 2011. 

Innovative Materials Sector – Flat Glass

Contribution

to the Group 2012 2011 2010 2009

% of net sales 12% 13% 13% 12%

% of operating income 4% 14% 14% 7%

Key Consolidated Figures

 (in € millions) 2012 2011 2010 2009

Net sales(b) 5,130 5,460 5,218 4,572

Operating income 104 478 439 155

EBITDA 437 793 746 444

Capital expenditure(c) 459 684 413 326

 (b) Sales data by Activity include inter-activity sales.

 (c) Excluding finance leases.

2012 business review

Flat Glass sales were down 6% in 2012, with the financial 

crisis driving down volumes in most markets and countries, 

and prices beginning to stabilize in the second half

of the year.

Sales of commodity products (float glass) shrank in both 

volume and price terms in Europe. Two additional float

lines were shut down in 2012, bringing the total number

of halted lines to four. In Latin America, volumes and prices 

were stable overall in comparison to 2011. Asia lost ground 

due to the construction industry crisis in South Korea

and the shutdown of the building glass line in China. 

Emphasis was placed on developing high value-added 

products.

Building Transformation sales also declined during the year, 

despite a slightly improved price mix. Several countries, 

including Poland, did however see an increase in volumes.

Prices in the solar business tumbled due to stiff 

competition, while volumes were anemic in Europe.

Sekurit saw a smaller decrease in 2012 sales than

the construction markets in general. In Europe sales

did decline in step with automobile manufacturing,

but in Asia they improved significantly in India, China

and Thailand. In Latin America, Brazil experienced

a temporary softening, while Mexico enjoyed a robust 

increase fuelled by the United States market. 

As a result, Flat Glass operating income was weaker

than in 2011, impacted in particular by soaring factor

costs. Measures to improve industrial performance and 

reduce overheads were pursued, particularly in the West, 

and began to pay off during the year. Capital expenditure 

and working capital requirement were also contained

and reduced to a minimum outside fast-growing countries

and the electrochromic glass program.

Outlook for 2013

The general trends observed in 2012 should continue

in 2013, with weak growth in the West led by Eastern 

Europe and more vigorous expansion in fast-growing 

countries. However, growth is expected to remain below 

prior year levels.

Purchases – particularly raw materials and energy –

remain exposed to inflationary pressure. 

The Flat Glass Activity’s strategic priorities will remain

the same, namely:

 implement cross-functional measures to cut fixed costs

in and outside Europe and reduce production costs

through the World Class Manufacturing (WCM)

program and purchasing action plans;

 raise prices and improve the product mix by developing

high value-added products – in particular with

the start-up of series production at the electrochromic

glass plant – while enhancing their added value;

 continue to keep a tight rein on new investment

and working capital requirement.

Research and development spending will remain relatively 

high, to enable the Flat Glass Activity to consolidate

its position at the forefront of innovation, particularly

in energy-saving solutions for the habitat and construction 

markets and the automotive market.

RESULTS BY SECTOR

Saint-Gobain Registration Document 2012 • 53

MANAGEMENT REPORT
MANAGEMENT REPORT

Innovative Materials Sector

– High-Performance Materials

Contribution

to the Group 2012 2011 2010 2009

% of net sales 10% 10% 10% 9%

% of operating income 22% 19% 19% 10%

Key Consolidated Figures

 (in € millions) 2012 2011 2010 2009

Net sales(b) 4,376 4,163 4,088 3,240

Operating income 622 652 585 215

EBITDA 789 812 760 399

Capital expenditure(c) 236 198 149 130

(b) Sales data by Activity include inter-activity sales.

(c) Excluding finance leases.

2012 business review

High-Performance Materials sales edged down 1.7% 

like-for-like in 2012. In a difficult, uncertain environment, 

sales improved for Performance Plastics and Adfors

(textile solutions), but decreased slightly for Ceramic 

Materials and Abrasives. 

The Ceramic Materials business experienced mixed

market environments in 2012, with swiftly rising

demand in the catalyst substrate and proppant segments,

and for liquid crystal display (LCD) glass furnaces

in the refractories segment, contrasting with tougher 

conditions in the solar, metallurgy and traditional

glass furnace segments.

Abrasives continued to enjoy strong sales in the United 

States – led in particular by the bonded abrasives

and superabrasives segments – and in South America,

while holding firm in Europe. Performances were uneven

in the Asia-Pacific region, with growth in Japan,

South Korea, Thailand and the Philippines and weaker 

trading in China and Australia. The integration

of Abrasivos Argentinos, acquired in late 2011, 

strengthened Saint-Gobain’s production and marketing

base in South America.

Performance Plastics continued to grow in all markets 

and save the Solar segment, particularly in transportation, 

medical equipment, habitat and construction, lifted

by new products and an intense joint-development drive

in cooperation with our customers. The acquisition

at the end of third-quarter 2011 of Solar Gard, which 

develops, manufactures and distributes coated films, 

brought to light a number of synergies with the Flat Glass 

Activity.

Adfors (formerly Textile Solutions) saw growth in 2012, 

reaping the full-year effects of European anti-dumping 

tariffs applied to certain Asian imports and the successful 

start-up of its glass furnace in the Czech Republic.

The Sector’s operating margin was impacted by declining 

volumes in Abrasives, Grains, Particulate Filters

and Refractories, with Adfors and Performance

Plastics proving more resilient.

All in all, the combined effect of upbeat prices and ongoing 

cost and structural adjustments, particularly to reduce 

overheads, enabled the various Activities within

the High-Performance Materials Sector to maintain

an operating margin of 14% in a difficult environment.

A conservative approach to acquisitions and capital 

expenditure was pursued in 2012. Two small acquisitions, 

concerning Abrasives in China and Performance Plastics

in the US medical industry, helped to strengthen positions

in these segments. Capital expenditure was higher

than in the two previous years, with a series of targeted 

investments involving Ceramic Materials (specifically 

proppants and crystals) in the United States, Performance 

Plastics and Abrasives in China, and Ceramic Materials

and Abrasives in India.

Outlook for 2013 

In 2013, the High-Performance Materials Activity

will focus on consolidating its market shares

in a still uncertain environment in mature markets

and on implementing growth initiatives in fast-growing 

markets, while pursuing the cost control practices

adopted during the crisis. 

The Activity has a strong presence in growth regions

and fast-growing countries, such as India, China

and South America. Its operations in Western Europe

will continue to feel the effects of the debt crisis

and the softening of the automotive, steel and other 

industrial markets. 

Inflation should be weaker than in 2012, but energy prices 

will continue to rise, by more than 15% in some countries. 

Wherever possible, increases in raw material and energy 

costs will be passed on in the Activity’s sales prices.

In this context, Operational excellence programs

(World Class Manufacturing and Impact 300 Purchasing)

and structural cost controlling will be pursued in 2013.

Capital expenditure will be carefully managed,

while the necessary programs will be implemented

to prepare the future. New investment in mature

regions will be directed towards manufacturing base 

upgrades and markets experiencing solid expansion, 

particularly the US energy market (proppants).

All businesses will strenghten their positions

in fast-growing markets, led by the Ceramic Materials

and Abrasives businesses in India and China.

RESULTS BY SECTOR

Saint-Gobain Registration Document 2012 • 54
Construction Products Sector

Contribution

to the Group 2012 2011 2010 2009

% of net sales 27% 27% 27% 28%

% of operating income 34% 32% 34% 44%

Key Consolidated Figures

 (in € millions) 2012 2011 2010 2009

Net sales(a) 11,709 11,426 10,940 10,414

Operating income 974 1,087 1,064 985

EBITDA 1,481 1,590 1,584 1,494

Capital expenditure(c) 535 554 422 364

 (a) Sales data by Sector include inter-sector sales. 

 (c) Excluding finance leases.

2012 business review

In 2012, Construction Products sales showed a slight 

decrease of 1.3% at constant exchange rates. Faced with 

tough markets in Europe, particularly in the Mediterranean 

and Central European countries, the Sector leveraged its 

product quality and innovation strategy to raise prices, 

thereby offsetting the effect of inflation on its costs.

The North American building industry showed some very 

encouraging signs that allowed some of the Sector’s 

Activities to significantly increase their prices, while also 

boosting volumes. In fast-growing markets, the Sector 

leveraged its assertive strategy and its capital expenditure 

program to significantly raise volumes and prices, 

particularly in Brazil, Southeast Asia, Russia, Turkey and the 

Middle East. In China, financing difficulties and the slowing 

construction market put a damper on the various businesses 

despite improved cost discipline and industrial efficiency.

In an impaired economic environment, factor costs posed

a major challenge to the different Activities. Cost increases 

were smaller than expected in raw materials and energy, 

and the Sector maintained its margin at a high level. 

Operational excellence programs and projects to streamline 

the manufacturing base helped lessen the impact of falling 

production volumes in Western Europe and China.

In line with the Sector’s development and excellence targets, 

capital expenditure was sustained at 2011 levels. The main 

projects were designed to foster growth in fast-growing 

countries and to maintain and improve Western Europe’s 

manufacturing base. Supporting this development strategy, 

cash management remained a priority objective for the 

Sector, which achieved significantly higher net cash

from operations than in 2011.

Outlook for 2013

2013 should be shaped by uncertainty concerning

the economic situation in Europe and government spending 

in China, as well as by the upturn in the North American 

construction market. In this environment, productivity

gains and price increases will be pursued – particularly

in countries where projected growth rates are modest

– and priority focus will remain on expanding

in fast-growing countries and strengthening positions

in North America on the back of the positive signs

observed in 2012.

The Sector will stay on the look-out for acquisition 

opportunities, while also keeping a tight rein on overheads 

and debt. Commitments to innovation will be maintained,

in connection with energy-saving and sustainable 

development objectives.

Interior solutions

Gypsum

2012 business review

2012 was a mixed year for the Gypsum Activity, which

saw stable sales despite the worsening crisis in Europe. 

Growth in fast-growing countries and in the United States

led to overall sales expansion of 3% at constant exchange 

rates. Price discipline, in an environment of heightened 

competitive pressure, was the primary contributor

to the improvement. In addition, innovation expenditure 

was sustained and helped shift the product and services 

offering upmarket.

In Western Europe, the Mediterranean countries and Ireland 

remained mired in recession. The downturn continued

on the Iberian Peninsula, while the crisis intensified

in Greece and Italy. The year got off to a promising

start in Northern Europe but subsequently lost momentum. 

Trading in the United Kingdom showed remarkable

resilience in an unfavorable market, while volumes in France 

were held back by the construction market crisis.

The European market’s decline revived competitive 

pressure, fuelled primarily by certain manufacturers

seeking to improve capacity utilization at their new plants. 

The Activity’s average prices climbed nevertheless,

mainly due to initiatives to develop high value-added 

lineups that fed into a large number of new product 

launches.

In Eastern Europe, despite stark contrasts between them,

all countries were exposed to tough price pressure.

Sales advanced in Poland, Bulgaria and Romania,

but difficulties faced by the other countries led to

a stable sales performance for the region as a whole. 

A considerable improvement was achieved in the United 

States, mainly attributable to significantly higher prices

and, as from the second half, an increase in sales volumes

that reflected the homebuilding market’s comeback.

The start-up of a new plant in Roxboro, North Carolina

was well timed to leverage the recovery.

RESULTS BY SECTOR

Saint-Gobain Registration Document 2012 • 55

MANAGEMENT REPORT
MANAGEMENT REPORT

RESULTS BY SECTOR

Markets in fast-growing countries remained buoyant, 

particularly in Asia and Latin America. Another challenging 

year was experienced in South Africa, while political 

instability hindered growth in Egypt. 

Mainly present in Europe and North America, the Ceiling 

business enjoyed further growth in sales during the year 

and also maintained a good level of profitability.

Operational excellence campaigns were pursued throughout 

the year, notably in manufacturing through the World Class 

Manufacturing (WCM) program to improve production 

processes and reduce waste. In addition, initiatives were 

pursued to cut costs and to align capacity with demand

in the most vulnerable countries.

Outlook for 2013

In 2013, the anticipated decline in volumes should be offset 

by a more favorable shift in prices and product mix

as a direct result of the Activity’s innovation strategy.

At the same time, structural and production capacity 

adjustments will be made to adapt the organization

to the changing demand landscape.

However, barring global contagion from the European

debt crisis, the Gypsum Activity is expected to reap

the benefits of its growth drivers in the United States

and fast-growing countries. The construction market should 

continue to recover in the United States, lifting both 

volumes and prices. Fast-growing countries will enjoy 

positive momentum in their respective economies,

with Gypsum solutions and products gaining a larger

market share.

In this uncertain environment, the Gypsum Activity will 

continue to focus on efficiently managing prices, containing 

costs and pursuing initiatives to move up the price curve 

and broaden the product offering. The innovation drive will 

be stepped up in order to develop products that respond 

more effectively to the growing needs arising from new 

environmental, energy efficiency and comfort standards

in the habitat and construction market. Expansion will be 

pursued in fast-growing markets, primarily through 

capacity-boosting capital expenditure, which will enable

the Activity to meet increasing demand in the regions 

concerned and enter new markets where its presence is 

currently limited. For example, the first plasterboard plant 

in Russia and the third in China will be brought on stream in 2013.

Insulation

2012 business review

2012 was shaped by a degree of recovery in the North 

American construction market and by declining revenues

in Western Europe, where construction markets slowed down

and tighter government budget policies created

a “wait-and-see” atmosphere.

The Insulation Activity continued on its growth trajectory 

in Eastern Europe, led by a robust improvement in Russia, 

while making substantial revenue gains in Latin America 

and Turkey. All in all, the Activity’s like-for-like sales 

were on a par with 2011.

In Western Europe, trading weakened in the second

and third quarters. This was in spite of sustained

first-quarter growth, particularly in the Nordic countries 

and in France, attributable to new thermal regulations

(RT 2012 in France) and building developments underway 

since 2011. Although business picked up in the fourth 

quarter, a contraction in demand was plainly observed

over the full year in most countries in the region, including 

Spain, Italy, the United Kingdom (where the CERT insulation 

subsidy program came to an end) and the Netherlands.

In certain cases, the decrease was offset by an enhanced 

product mix. France, for instance, saw growth in sales

of products designed in compliance with “Grenelle

de d’Environnement” sustainable development standards.

In manufacturing, two major furnace relining projects were 

undertaken in Orange, France and Ladenburg, Germany. 

Organic growth was more robust in Eastern Europe

as a whole. The improvement in sales was chiefly led by

a satisfactory performance in Russia, where 2012 was

also defined by two major developments: (i) the Activity 

strengthened its presence in stone wool applications,

with the integration of Linerock during the year following

its July 2011 acquisition; (ii) Saint-Gobain raised its interest 

in Isoroc in September 2012, creating with it a joint

venture dedicated to selling insulation solutions

for industrial and technical applications. More challenging 

conditions were faced in the other Eastern European 

countries, with a slowdown of trading in Poland and

the Czech Republic, and a generally difficult situation 

continuing to affect Romania.

As in 2010 and 2011, particular attention was given

to closely managing sales prices in Europe. While this

paid off, it was not enough to fully offset the effects

of commodity and energy cost inflation. 

In the United States, the construction markets showed

initial signs of recovery and the Canadian market continued 

to prove more dynamic. Price management remained a 

priority in the interest of improving the Activity’s margins. 

2012 was the first year in which the manufacturing base 

operated at reduced capacity.

With the exception of Brazil, which had to face a tougher 

competitive landscape and more moderate growth in some 

of its markets, robust expansion continued in the fastgrowing countries of Latin America, helped by a healthy 

level of exports. 

Saint-Gobain Registration Document 2012 • 56
RESULTS BY SECTOR

Revenue growth in Asia was driven by Japan. Sales were 

down sharply in China and to a greater extent in South 

Korea, reflecting the slowing of China’s construction market 

and the crisis that hit South Korea’s construction market

in 2012.

The Insulation Activity stepped up its initiatives to reduce 

costs and adjust production capacity in certain countries

as necessary. The World Class Manufacturing (WCM) cost 

reduction program was deployed as part of this process

and will be strengthened in 2013.

Outlook for 2013

2013 is expected to be a year of contrasts. The insulation 

markets will expand in the United States, Japan, Russia

and Turkey, as well as in fast-growing markets and Latin 

America. The sales outlook in Europe is less certain

in light of recent construction market trends, despite

the positive impact of new regulations.

In this environment, in 2013 the Insulation Activity

will continue to focus on efficiently managing prices

to offset inflation, containing costs – supported by

a stepped-up WCM program – and pursuing a leadership 

strategy supported by the roll-out of the Isover Inside 

program. Campaigns will be led to enhance and extend

the product portfolio, helped in particular by the recent 

acquisition of Celotex, a leading UK manufacturer

of high-performance insulating foam.

Measures to adjust production capacity will be taken

in countries where this proves necessary. Research

and Development spending will be maintained, notably to 

renew and broader the offering. Ongoing work concerns the 

comfort range of glass wool products, blown glass wool and 

thin insulation solutions as well as green binding agents and 

industrial process optimization.

Exterior solutions

Exterior Products

2012 business review

2012 was a better year for the construction market

and the US economy in general. Estimated at more

than 750,000, building starts were up dramatically on 2011, 

reaching their highest level since 2008. The increase

was accompanied by favorable trends in housing prices, 

demand for newbuilds and interest rate levels. The number 

of foreclosures was at its lowest point in five years,

due to US government measures and bank policies aimed

at reducing household default rates. The positive effects

of job creation in the private sector during the latter months 

of the year were partly cancelled out by job losses

in the public sector caused by budget cuts.

Nevertheless, uncertainty regarding fiscal policy and 

government spending was still palpable after the 

presidential elections. 

Echoing the general trend, the Exterior Products Activity 

had a good year compared to initial estimates. Favorable 

weather early in the year led to a sharp rise in demand, 

which softened subsequently as distributors sought to 

adjust their inventories. In some regions, measures

were taken to adjust capacity to fading demand, with

for example the closure of the siding plant in Joplin, 

Missouri. 

As a result, sales and operating income targets were 

reached despite higher-than-anticipated factor costs.

Outlook for 2013

The construction market is expected to pick up in 2013, 

with an increase in building starts. 

The 2013 outlook is positive for all Exterior Products 

businesses. In Roofing Solutions, sales volumes should grow 

in step with the construction market’s recovery. In Sidings, 

as well as in Piping and Foundation Products, volumes

are expected to rise in line with the market’s expansion.

Pipe

2012 business review

2012 was a difficult year for the Pipe Activity, despite

its resilience in the 2009 crisis, 2010 and, to a lesser

extent, 2011. With the exception of Brazil, sales were down 

in all the main markets.

Hopes of moderate growth in Europe were dashed by

a further deterioration mainly in South Europe. Adding

to the impact of budget cuts and a restricted lending 

environment, Pipe customers became increasingly 

vulnerable. Conditions were still highly varied between 

countries. In France, the Activity was able to limit

the decline in sales after a strong 2011, while tapping 

growing demand for Blutop® pipes. In the United Kingdom, 

the Municipal Castings and Construction Systems businesses 

performed well in both volume and price terms. Despite 

new product offers, earnings in Germany were weaker than 

expected due to a persistently low level of public spending. 

Satisfactory earnings were reported in the other Northern 

European countries, namely Belgium, Finland, Norway and 

Sweden. In Southern Europe, Italian sales were maintained 

at an appropriate level thanks to major projects, while the 

impact of a further drop in Spain’s sales on Saint-Gobain 

PAM España’s earnings was limited by exceptional costcutting measures. In Eastern Europe, exports to the Balkans 

helped to partly offset stallingsales in Poland.

Saint-Gobain Registration Document 2012 • 57

MANAGEMENT REPORT
MANAGEMENT REPORT

RESULTS BY SECTOR

Overall sales to large export markets continued to be held 

back by political unrest in Arab countries, with the most 

stable governments now placing priority on social rather 

than capital spending. Demand was still strong, with many 

potential contracts on the horizon. Large volumes of small 

orders partly made up for the lack of major projects.

Momentum continued to build in Brazil as sales rose rapidly 

over the year, supported by the strategy to diversify

into industry and distribution. Higher import duties were 

introduced at the end of the year, which will boost

the domestic market.

In China, the year was marked by difficult economic 

conditions, with a drop in public infrastructure spending

and a general shortage of financing. The Activity’s earnings 

were improved in the second half of the year by placing 

priority focus on pipe sales prices and major cost reduction 

plans.

From an operational standpoint, the Pipe Activity

once again demonstrated its strengths, namely:

 sales & marketing excellence, with improved price/cost

spread in sluggish markets and diversification 

campaigns to boost sale;

 innovation capacity and technological leadership, with 

new offerings accounting for nearly 30% of global sales;

 manufacturing excellence, with an ability to adapt

plants to lower outputs while also achieving a high

level of industrial efficiency;

 cost control, with a reduction in overheads achieved

without loss of team expertise, motivation or efficiency;

 cash flow management, in a more difficult economic

and financial environment.

Outlook for 2013

In Europe, the Pipe markets will remain at near-2012 levels. 

The Activity is expected to feel the benefits of nonEuropean exports, improved margins in China and a still 

buoyant market in Brazil.

In sales and marketing, the priority will be to maintain the 

price/cost spread in an environment shaped by commodity 

price volatility, while carrying out innovation-led growth 

initiatives.

In manufacturing, further cost savings and production

cost reductions in Europe will remain the focus.

Industrial Mortars 

2012 business review

Due to the unfavorable economic situation across

Western Europe, revenue for the region was down on 2011. 

Nevertheless, the increase in sales prices was stronger

than last year.

In Eastern Europe, sales decreased slightly as a result

of adverse economic conditions in many countries

in the region, while sales prices held firm during the year.

Sales growth was once again particularly strong in Latin 

America. The Activity continued to expand significantly

in Asia, the Middle East and Turkey, enjoying an uptrend

in both volumes and sales prices.

Expanded Clay Pellet sales decreased in 2012 due to

the Division’s relatively high level of dependence

on Western European markets. Also affected by tough 

economic conditions in Europe, the Equipment Division’s 

sales lost ground in 2012. However, revenue in emerging 

markets improved significantly compared with 2011.

While overall capital spending was scaled back in 2012, 

fast-growing countries such as Brazil, Russia and Thailand 

continued to be an investment priority.

Outlook for 2013

Due to the current crisis in Europe, volumes are expected

to continue falling in 2013 in Western Europe and in certain 

Eastern European countries, but by lesser amounts than

in 2012. The decrease should be mostly offset by volume 

growth forecast for fast-growing markets, with unit sales 

expected to continue rising significantly in Asia, the Middle

East and Latin America. 

2013 will be shaped by a slightly smaller increase in sales 

prices than 2012, particularly in Europe. However, the rise 

in raw material costs will be much less substantial.

The Industrial Mortars Activity will continue to invest

in fast-growing markets to support the business’s expansion

in these geographies. In 2013, they will account for over 

half of the Activity’s capital expenditure budget.

Saint-Gobain Registration Document 2012 • 58
RESULTS BY SECTOR

Building Distribution Sector

Contribution

to the Group 2012 2011 2010 2009

% of net sales 45% 44% 43% 45%

% of operating income 26% 22% 19% 19%

Key Consolidated Figures

 (in € millions) 2012 2011 2010 2009

Net sales(a) 19,233 18,492 17,326 17,101

Operating income 761 768 578 412

EBITDA 1,035 1,040 851 698

Capital expenditure(c) 233 210 187 155

(a) Sales data by Sector include inter-sector sales.

(c) Excluding finance leases.

2012 business review 

In 2012, the Building Distribution Sector’s sales rose 4%

to €19.2 billion. This performance reflected not only

the resilience of the Sector’s main businesses, but also

the successful integration of Brossette and Build Center

in France and the United Kingdom following their acquisition 

from UK-based Wolseley announced in July 2011. 

In terms of organic growth, sales for the year were down 

2%(1), reflecting a downward trend that picked up speed

in April 2012 across Europe despite a temporary 

improvement in 2011 when the Sector broke with three 

consecutive years of declining business with organic

sales growth of 5.5%(1). 

By geography, performances were very mixed, as in 2011. 

Sales of solutions designed for building professionals

were solid in France, Germany and the Nordic countries,

but sales reached a low point in Southern Europe,

Eastern Europe and the Netherlands, marked by

structurally depressed markets. 

In France, where the Sector generates somewhat less

than half of its business, overall growth came in at 4.9%

for 2012. Market share gains(2) achieved in 2012 in both 

large structural works and specialized formats helped

offset the decline in the market as a whole. This was

the case in particular for the Point.P generalist builders’ 

merchants, while La Plateforme du Bâtiment and the 

specialist brands confirmed the solid growth achieved

in 2010 and 2011. 

Also in France, the Brossette network was integrated

into the Plumbing and Heating business in 2012,

enabling Point.P to double its size in this segment,

with a total of 2,577 employees and 349 branches added

to its network as from April 2012. 

In the United Kingdom, growth in sales was supported

by the integration of Build Center as from November 2011. 

All of the Sector’s UK teams were mobilized to ensure

the successful, diligent integration of Build Center into

the Jewson generalist network. Completed at the end of 

September, the integration process involved 126 branches 

and 1,337 employees. 

Germany enjoyed a more favorable economic environment, 

with sales reaching a record high in 2012 due to further 

market share gains, even as growth in newbuilds leveled off. 

In contrast, the Netherlands hit a low point in 2012

after experiencing a lull in 2011. The construction market 

was particularly badly hit and sales dropped significantly

as a result. 

Despite the lagging Swedish and Danish markets, the Nordic 

countries reported record sales in 2012, leveraging as they 

did in 2011 the plan to give new impetus to the generalist 

brands and the development of new marketing concepts,

as well as substantial market share gains. Performances 

were robust in Norway, Finland and the Baltic countries, 

while the business revitalization initiative continued

in Denmark in a still lackluster construction market.

In Switzerland, Sanitas Troesch had a good year even 

though its flagship business slowed to a certain degree. 

In Eastern Europe, sales continued to drop in 2012 after 

stabilizing in 2011 to hit a record low in a still significantly 

shrinking building materials market, particularly in Hungary 

and, to a lesser extent, in the Czech Republic. However, 

despite the adverse macroeconomic environment, Hungary 

achieved noticeable market share gains. Poland continued

to implement its marketing and organizational restructuring 

plan. 

In Spain, the Sector continued to face a very challenging 

economic environment, although specialist merchants

were less affected than general builders’ merchants. 

Outside Europe, Telhanorte in Brazil and Barugel Azulay

in Argentina reported sharp rises in sales. 

In North America, benefiting from a slight uptick in US 

construction and the thorough revision of its sales offering, 

Norandex recovered during the year to deliver significant 

growth on a comparable structure basis. Meyer Decorative 

Surfaces, a sales format aimed more at interior solutions 

customers, achieved double-digit organic growth. 

Contributions from acquisitions in 2012 mainly included

10 months of revenues from Build Center (consolidated 

since November 2011) in the United Kingdom and nine 

months of revenues from Brossette at Point.P (consolidated 

since April 2012) in France, and represented a total positive 

impact on 2012 sales of €898 million. As a result of these 

acquisitions, 360 new outlets were integrated into

the network during the year.

(1) On a comparable structure and currency basis.

(2) Source: www.iplusc.com

Saint-Gobain Registration Document 2012 • 59

MANAGEMENT REPORT
MANAGEMENT REPORT

RESULTS BY SECTOR

In the household consumer segment, Lapeyre had a more 

difficult year, due chiefly to a contraction in sales caused

by hesitancy among end consumers.

In this environment, the Sector’s operating income

was virtually stable overall compared to 2011. However,

as a percentage of sales, it was down by nearly 0.2 point 

to 4%. This performance was largely obtained, despite 

shrinking volumes, thanks to a slight improvement

in gross margin and strict cost discipline resulting from 

initiatives taken in the second quarter of 2008 and stepped 

up since 2009.

Outlook for 2013

After weathering a generally lackluster year in 2012,

the Sector is expecting to face a difficult macro-economic 

environment in 2013, with volumes down in the market. 

Operational priorities will still be to increase market

share through commercial initiatives, improve gross margin, 

tighten cost control and enhance purchasing and cash 

management. The year will also be devoted to deploying 

organization-enhancing IT and logistics projects while also 

optimizing the integration of Build Center and Brossette.

Packaging Sector

Contribution

to the Group 2012 2011 2010 2009

% of net sales 9% 9% 9% 9%

% of operating income 14% 13% 14% 20%

Key Consolidated Figures

 (in € millions) 2012 2011 2010 2009

Net sales(a) 3,792 3,628 3,553 3,445

Operating income 414 448 434 437

EBITDA 657 685 669 657

Capital expenditure(c) 282 267 261 259

(a) Sales data by Sector include inter-sector sales.

(c) Excluding finance leases

2012 business review

In 2012, Verallia’s sales advanced 3.5% like-for-like.

In a difficult macro-economic climate, volumes grew

by 0.4%, mainly due to healthy sales in the United States 

and Latin America. In keeping with prior-year trends,

the increase in sales prices was significant but not sufficient 

to offset rising raw material and energy costs in Europe

and Latin America. 

In Western Europe, volumes were heavily impacted

by the downturn in domestic markets, but were resilient

in end products for export markets, despite a particularly 

unfavorable macro-economic situation on the Iberian 

Peninsula and in Italy.

The region’s flat volumes and resulting overcapacities

put pressure on prices. Overall earnings were nevertheless 

lifted by good performances in France, particularly in wines 

and cognac. However, the year was challenging for Eastern 

Europe, where Verallia’s sales were hampered by waning 

consumption of strong spirits in a context of increasingly 

strict regulations and still aggressive, volatile competition. 

Good trading in the United States was mainly attributable

to dynamic sales in the Wines segment and performances 

achieved in the Beer segment, with the successful launch

of Bud Platinum blue bottles and the rising popularity

of craft beers. Lastly, sales in Latin America were fuelled

by domestic demand in Brazil and strong performances

in Argentina’s wine industry.

Dedicated to partnering customers continuously as they 

develop their businesses, Verallia inaugurated its thirteenth 

design laboratory in 2012, devoted to its upscale Selective 

Line brand. With thirteen products awarded innovation 

prizes in 2012, Verallia once again demonstrated its ability 

to create differentiating, value-enhancing products

for brands and services adapted to its customers’ needs.

In addition, the business continued to roll out its range

of EcoVa eco-designed bottles, successfully launching the 

lineup in Germany in 2012 and stepping up its development

in all other markets. 

In a continuation of the prior-year trend, 2012 saw a strong 

rise in factor costs, mainly for energy and raw materials, 

that could not be fully passed on in sales prices due to

the time lag before contractual indexation clauses apply

and to competitive pressure caused by flat volumes

in certain regions.

Operating income was down on the previous year at €414 

million, representing 10.9% of sales versus 12.3% in 2011. 

The decline was mainly due to significantly higher factor 

costs and difficulties to raise prices in a depressed

macro-economic environment in Southern Europe,

with the related repercussions on domestic demand

for the Activity’s end products.

Capital expenditure was slightly higher than in 2011,

and continued to target furnace relining as well as plant 

maintenance and improvement programs both in

fast-growing and mature markets. For example, Verallia 

celebrated the relining of its furnace in Montblanc,

Spain in 2012. A disciplined approach was applied

to capital projects in order to optimize cash flow 

management, enabling Verallia to maintain a satisfactory 

EBITDA/Capex ratio in a particularly difficult 

macroeconomic environment, albeit lower than in 2011. 

Verallia inaugurated a third glass furnace at its plant

in Mendoza, Argentina, allowing it to meet demand

in a booming local wine industry with particularly

strong exports. 

Saint-Gobain Registration Document 2012 • 60
OUTLOOK AND OBJECTIVES FOR 2013

Lastly, Verallia pursued its initiatives to reduce

the environmental footprint of its activities and raised 

standards at its facilities, notably in the United States, 

where two plants were certified ISO 14001-compliant

and three were granted the “Energy Star” label by

the Environmental Protection Agency (EPA). Its long-term 

sustainable development drive was stepped up in all host 

countries, focusing on four main areas: glass recycling, 

optimized energy consumption and increased reliance

on non-fossil fuels, lower CO2 emissions and reduced

water use. 

Overall, in a particularly adverse macro-economic 

environment, notably in Europe, Verallia’s results

were down on 2011. However, with a high operating

margin of 10.9% and cash flow generation of €374 million 

(corresponding to EBITDA – Capex), the Activity 

demonstrated resilience in a period of crisis. 

Outlook for 2013

Verallia’s 2013 performance should be helped by

the potential to pass on cost increases to customers, 

recovery in Eastern Europe and more stable conditions

in Southern Europe. 

Leveraging its glass expertise and innovation capabilities, 

Verallia will continue to work alongside its customers

in 2013 to develop products aligned with changing market 

needs, while at the same time placing sustainable

development at the heart of its strategy.

An initial step was taken by Saint-Gobain in January 2013 

to withdraw from the Packaging industry. Saint-Gobain 

accepted Ardagh’s offer to purchase Verallia North

America for an enterprise value of $1,694 million

(roughly €1,275 million), representing 6.5 x 2012 EBIDTA 

(around $261 million). The transaction will be subject

to authorization by the United States anti-trust authorities. 

OUTLOOK AND 

OBJECTIVES FOR 2013

After a difficult year in 2012 marked by the sharp decline

in the Flat Glass markets and the slowdown in European 

economies, the outlook for 2013 appears very uncertain

for the time being. However, the year should see an ongoing 

economic recovery in North and South America and Asia, 

although significant uncertainties will remain in Europe. 

Against this backdrop, the Group expects the following 

trends in its main markets: 

 In North America, the gradual upturn in the residential

new-build and renovation markets should continue,

while industrial output should remain at a good level.

 In Asia and fast-growing countries, trading overall should

get back into positive territory, although trends are likely

to differ widely from one country to the next,

with moderate growth in Brazil and China, a slowdown

in India and stability in Eastern Europe.

 In Western Europe, industrial markets and particularly

automotive, should continue to contract, while

construction market trends remain very uncertain 

for the time being. Regulatory measures promoting

energy efficiency in new and existing buildings should 

shore up demand, however, and allow the Group

to outperform its underlying markets.

 Lastly, household consumption markets should hold

firm overall.

In the face of persistently unsettled markets, in 2013 

Saint-Gobain will continue to demonstrate its extensive 

capacity to adapt to changes in its markets, by swiftly 

implementing the necessary adjustments in countries

and/or businesses where trading continues to suffer

(in particular Flat Glass and Southern Europe), but also

by continuing to pursue its strategic goals, namely 

development in high-growth countries and on energy 

efficiency and energy markets, and consolidation in Building 

Distribution and Construction Products. Profitability will be 

a constant focus, underpinned by strict financial discipline.

Its action priorities will be to continue:

 increasing sales prices, with the aim of passing on the rise

in raw material and energy costs; 

 stepping up its cost-cutting measures in order to achieve

savings of €1,100 million in 2013 (calculated on the 2011

cost base);

 keeping a close watch on cash management and financial

strength;

 continuing to pursue its strategic goals, through

a selective investment policy (capex and financial

investments);

•	pursuing its R&D efforts.

For 2013, the Group is therefore anticipating: 

 its operating income to recover in the second half, 

after having bottomed out between mid-2012

and mid-2013;

 a high level of free cash flow, namely as a result

of a €200 million reduction in capital expenditure;

 a robust balance sheet, strengthened by the disposal

of Verallia North America.

Saint-Gobain Registration Document 2012 • 61

MANAGEMENT REPORT
MANAGEMENT REPORT

SHARE INFORMATION

Given the deterioration in the global (and particularly 

European) economic environment in 2012 and the

high degree of uncertainty weighing on the short-term

macro-economic outlook, the Group’s 2015 financial targets 

set in 2010 are unlikely to be met at this date. However, 

aside from the current lack of visibility, the Group is firmly 

pursuing its strategy, underpinned by two growth drivers: 

high value-added products for mature markets in

the environment and energy efficiency sectors, and the 

growth of habitat markets in Asia and emerging countries. 

Share price(1)

Saint-Gobain share price

i

French stock exchange (average)

- - - -

Total Shareholder Return

Since the December 1986 privatization:

9.5% per year

Of which: 4.4% price appreciation

5.1% dividend yield

(including the 50% avoir fiscal tax credit

until 2004)

Calculated as follows:

 IPO price: €10.559(1)

 1987 and 1988 cash dividends

 1989-1997 stock dividends

 1998-2008 cash dividends 

 2009 and 2010 stock dividends

 2011 and 2012 cash dividends

 December 31, 2012 share price: €32.220

Over ten years, from December 31, 2002

to December 31, 2012: 8.8% per year

Of which: 2.4% price appreciation

6.4% dividend yield

(including the 50% avoir fiscal tax credit

until 2004)

(1) Adjusted for the effects of the March 1994 and February 2009 rights issues.

In the second half of 2013, the Group will present

its outlook for the mid to long-term taking into account

the economic environment.

The Group will also maintain strict financial discipline,

by continuing to apply stringent financial criteria

(to capital expenditure, disposals and acquisitions,

and restructuring operations) and by pursuing its 

shareholder-focused policy defined in 2010 (dividend

to remain stable or to increase from one year to the next, 

and to be paid as soon as possible in cash and the number 

of shares comprising the share capital gradually stabilizing, 

at a level close to today’s figure of around 530 million shares).

SHARE 

INFORMATION 

Compagnie de Saint-Gobain shares are traded on

the NYSE Euronext Paris market (ISIN FR 0000 125007).

As of December 31, 2012, the Company represented

the twenty-first largest market capitalization,

at €17,111 million, and the seventeenth most actively 

traded stock on this market, with an average daily

trading volume of 2,322,992 shares during the year. 

Saint-Gobain shares are also traded on the Frankfurt, 

London and Zurich stock markets (since 1987) and on

the markets in Amsterdam and Brussels (since 1988). 

Trading volumes on these markets were also high

in 2012, particularly on the London Stock Exchange.

Compagnie de Saint-Gobain is included in the DJ Euro

Stoxx 50 index and the Global Dow, a 150-stock index

of the most innovative, vibrant and influential

corporations from around the world.

It is also included in the STOXX® Global ESG Leaders,

Vigeo Europe 120, Vigeo France 20, Aspi Eurozone

and FTSE4Good sustainable development indices

and has been selected to be part of the Ethibel

Excellence Register. 

In addition, Saint-Gobain equity options are traded

on the options markets in Paris (Monep) and London (Liffe), 

with Monep trading volume representing 604,671 contracts 

in 2012 versus 815,578 in 2011.

 High and low share prices 

Year High Low Year-end 

price

2010 40.540 27.810 38.500

2011 47.640 26.070 29.665

2012 37.625 23.900 32.220

(Source: Nyse Euronext)

Saint-Gobain Registration Document 2012 • 62
SHARE INFORMATION

Calculated as follows:

 December 31, 2002 share price: €25.402(1)

 2003-2008 cash dividends 

 2009 and 2010 stock dividends

 2011 and 2012 cash dividends

 December 31, 2012 share price: €32.220

 Trading volumes (in thousands)(2)

Trading volume adjusted for the 4-for-1 stock-split in June 2002.

(Source: Nyse Euronext)

Trading volume since September 2011 

(Source: Nyse Euronext Paris)

Paris Stock 

Exchange

ISIN 

FR0000125007

Number

of shares Amount € High € Low €

2011

September 71,793,913 2,169,164,471 35.500 26.070

October 60,121,204 1,943,286,788 35.735 26.550

November 60,325,517 1,834,144,215 33.650 26.705

December 49,918,706 1,535,399,973 32.690 27.030

Total 242,159,340 7,481,995,447

2012

January 46,063,339 1,501,733,669 35.795 29.030

February 45,884,374 1,640,945,159 37.625 33.875

March 46,282,768 1,624,247,321 37.390 33.005

April 58,776,836 1,832,062,386 34.240 29.460

May 56,857,636 1,729,729,667 32.785 28.215

June 65,867,490 1,818,960,007 29.570 25.770

July 59,441,913 1,602,346,888 30.300 24.170

August 42,953,683 1,145,279,453 28.785 23.900

September 49,987,611 1,451,311,192 30.560 26.620

October 47,365,943 1,293,226,047 28.625 25.950

November 41,851,235 1,206,081,578 31.110 26.935

December 33,353,007 1,048,293,854 32.785 30.105

Total 594,685,835 17,894,217,221

2013

January 38,883,581 1,231,870,434 33.580 30.030

February 46,624,198 1,423,149,051 32.390 29.200

-

,

,

,

,

- - -

(1) Adjusted for the effects of the February 2009 rights issue.

(2) Adjusted for the effects of the March 1994 and February 2009 rights issues.

The London Stock Exchange has not provided details

of trading volumes since October 2007.

A total of 665,400 shares were traded on the Frankfurt 

Stock Exchange in 2012 (source: Datastream).

The other Group companies whose shares are traded

on a regulated market are Saint-Gobain Oberland

(Frankfurt, Munich and Stuttgart Stock Exchanges),

Hankuk Glass Industries (Seoul Stock Exchange), Grindwell 

Norton and Saint-Gobain Sekurit India (Mumbai Stock 

Exchange), Izocam (Istanbul Stock Exchange) and Compañía 

Industrial El Volcán (Santiago de Chile Stock Exchange).

Bonds

In 2012, Compagnie de Saint-Gobain carried out the following 

debt management transactions to extend the average maturity 

of debt while reducing average borrowing costs.

 Bond issues:

 - March 28, 2012: a 10-year bond issue for an amount of 

€750 million with an annual coupon of 3.625% due in 

2022.

 - June 15, 2012: a 9-year bond issue for an amount of 

€750 million with an annual coupon of 3.625% due in 

2021.

 - October 9, 2012: a 17-year bond issue for an amount of 

GBP 250 million with an annual coupon of 4.625% due in 

2029, swapped for euros at approximately 4.31%.

 Tap issues:

 - The €750 million bond issue due 2019 was increased

to €950 million through three tap issues carried out

on January 18 and 19, 2012 for a total of €200 million.

 - The €750 million bond issue due 2022 was increased

to €900 million through two tap issues carried out

on May 16, 2012 for a total of €150 million.

 Private placements:

 - January 13, 2012: a 1.9% 5-year private placement

notes issue due 2017, for JPY 5 billion.

 - June 4, 2012: two 4% 20-year private placement

notes issues due 2032, for a total of €90 million.

 - June 28, 2012: two 12-year private placement notes 

issues due 2024, for a total of €95 million indexed

to the 10-year CMS rate (swapped for a fixed rate

of approximately 4.1%).

- October 8, 2012: two 4% 20-year private placement

notes issues due 2032, for €30 million and €20 million 

respectively.

- October 9, 2012: a 3.6% 10-year private placement

notes issue due 2022, for €100 million.

On April 11, 2012, Compagnie de Saint-Gobain redeemed

a €1,250 million bond issue that had reached maturity.

Saint-Gobain Registration Document 2012 • 63

MANAGEMENT REPORT
MANAGEMENT REPORT

SHARE INFORMATION

Non-voting participating securities

In June 1983, Compagnie de Saint-Gobain issued 1,288,299 

non-voting participating securities with a face value

of FRF 1,000, converted to €152.45 in 1999 following

the introduction of the euro. 

Interest on the securities varies according to Saint-Gobain’s 

results and ranges from 0.75 to 1.25 times the average 

French corporate bond rate (known as the “TMO” rate). 

Interest paid in 2012 amounted to €6.82 per security.

Trading volume since September 2011 (First tranche)

 (Source: NYSE Euronext Paris)

Paris Stock 

Exchange

ISIN 

FR0000140030

Number of 

securities Amount € High € Low €

2011

September 772 114,515 151.500 140.000

October 560 82,266 152.000 143.000

November 2,593 382,428 150.000 144.000

December 3,701 546,498 149.000 145.050

Total 7,626 1,125,707

2012

January 1,370 207,019 155.000 148.000

February 4,361 667,685 155.000 150.000

March 3,483 530,122 154.100 140.150

April 5,921 883,233 153.000 130.000

May 2,002 300,379 153.000 148.150

June 2,701 404,166 153.800 146.050

July 3,217 480,815 154.950 144.550

August 15,437 2,257,226 148.350 130.500

September 1,816 264,322 147.000 142.650

October 3,220 468,170 149.150 139.200

November 5,946 861,761 147.000 140.250

December 6,909 981,257 147.000 133.650

Total 56,383 8,306,154

2013

January 2,947 431,593 147.450 143.000

February 2,487 360,648 148.000 143.450

Saint-Gobain Registration Document 2012 • 64
SHARE INFORMATION

Trading volume since September 2011 (Second tranche)

 (Source: NYSE Euronext Paris)

Paris Stock 

Exchange Code 

ISIN 

FR0000047607

Number

of 

securities

Amount € High € Low €

2011

September 76 10,472 140.500 133.910

October 22 2,860 130.000 130.000

November 98 12,600 130.000 128.000

December 285 36,312 128.000 123.000

Total 481 62,244

2012

January 72 8,667 121.000 120.000

February 14 1,708 122.010 122.010

March 179 23,861 134.000 125.700

April 27 3,483 129.010 129.010

May 36 4,619 129.000 128.000

June 35 4,521 129.300 129.050

July 76 9,598 128.010 126.000

August 123 15,429 125.980 125.000

September 587 73,004 125.000 123.750

October 426 52,461 124.100 120.010

November 101 12,227 121.770 121.010

December 226 27,389 122.000 121.010

Total 1,902 236,967

2013

January 480 60,069 128.000 122.970

February 298 36,665 123.330 122.100

In April 1984, 194,633 non-voting participating securities 

were issued with a face value of ECU 1,000, now €1,000.

Investor remuneration on these securities is payable

at a fixed rate of 7.5% on 60% of the securities’ face value 

and at a variable rate on the remaining 40%. The variable 

rate is based on the prior year’s consolidated net income 

and is subject to a cap and a floor. Depending on the level 

of the consolidated net income, it ranges from 4.5% to 6.75%

if the average corporate bond rate at issue (TMOE) is less 

than 5% or TMOE plus 175 bps if the TMOE is higher

than 5%. Remuneration for 2012 amounted to €65.80

per security, paid in two installments (€32.25 and €33.55).

Trading volume since September 2008 

(Source: Luxembourg Stock Exchange)

Luxembourg 

Stock Exchange

ISIN 

LU0002804531

Number

of 

securities

Amount € High € Low €

2008

May 2 2,342 1,173.50 1,168.50

June 10 11,568 1,163.50 1,150.00

Total 12 13,910

2009 No trades

2010

November 1,999 2,298,850 1,150.00 1,150.00

2011 No trades

2012

September 6 5,575 950.00 900.00

Total 6 5,575

These securities are not redeemable and the interest

paid on them is reported under “Borrowing costs”.

Some of the securities have been bought back over

the years. At December 31, 2012, 606,883 securities 

included in the 1983 issue were outstanding, representing

a total nominal amount of €92.5 million, and 77,516 

securities included in the 1984 issue, representing

a total nominal amount of €77.5 million.

No other securities issued by Compagnie de Saint-Gobain 

were traded on a stock market in 2012.

Saint-Gobain Registration Document 2012 • 65

MANAGEMENT REPORT
MANAGEMENT REPORT

OWNERSHIP STRUCTURE

OWNERSHIP 

STRUCTURE

Capital stock

At December 31, 2012, Compagnie de Saint-Gobain’s capital 

stock amounted to €2,124,502,568, represented by 

531,125,642 common shares with a par value of €4 

compared with 535,563,723 shares at the previous

Ownership structure

December 31, 2012 December 31, 2011 December 31, 2010

(in%) Capital stock Voting rights Capital stock Voting rights Capital stock Voting rights

Wendel 17.3 26.8 17.1 26.8 17.5 26.3

Employees, through the Group 

Savings Plan 

8.4 12.1 8.0 11.8 7.8 10.7

Caisse des Dépôts et 

Consignations 

2.5 3.0 2.6 3.2 2.9 3.5

Cogema 1.1 1.8 1.1 1.8 1.1 1.9

Groupama 1.9 1.5 1.9 1.5 1.9 1.6

Predica 0.1 0.1 0.6 0.5 0.7 1.2

Treasury stock 0.8 0.0 1.7 0 0.9 0

Others 67.9 54.7 67.0 54.4 67.2 54.8

Total 100 100 100 100 100 100

year-end. During 2012, the capital was reduced by 

4,438,081 shares (i) 643,155 shares were awarded under 

the 2009, 2010 and 2011 performance share plans (ii)

4,387,680 shares offered to members of the Group Savings 

Plan (iii) 9,540,000 cancelled and (iv) 71,084 shares

issued upon exercise of the same number of stock options.

To the best of the Company’s knowledge, there are no liens 

on Compagnie de Saint-Gobain shares.

To the best of the Company’s knowledge, there are no 

shareholders’ pacts and none of the main shareholders 

mentioned above are acting in concert. No member of

the Board of Directors or senior executive of the Group 

personally holds shares representing more than 0.5%

of the capital stock.

Saint-Gobain does not hold any of its own shares except

for the treasury stock mentioned above. Based on the most 

recent survey of identifiable holders of bearer shares, 

carried out at December 31, 2012, the Company has 

approximately 240,000 shareholders.

Since 1987, the Company’s bylaws have included a clause 

(Article 18, paragraphs 16 and 17) giving double voting 

rights to fully paid-up shares that have been registered

in the name of the same holder for at least two years.

In addition, in the case of a bonus share issue paid up by 

capitalizing reserves, profits or additional paid-in capital, 

bonus shares allocated in respect of registered shares

with double voting rights also carry double voting rights. 

Double voting rights are forfeited when the shares are 

converted to bearer form or sold. However, double voting 

rights are not forfeited when title is transferred by way

of an inheritance or as a result of the liquidation

of the marital estate or an inter vivos donation to a spouse 

or a relative in the direct line of succession, and the transfer 

is not taken into account for the purpose of calculating

the two-year qualifying period.

At December 31, 2012, a total of 681,120,454 voting

rights were attached to the 531,125,642 shares outstanding 

(including non-exercisable rights attached to treasury stock). 

The agreements signed with Wendel and announced

on May 26, 2011(1) were approved by the June 7, 2012 

Annual General Meeting in its fourth resolution concerning 

related-party agreements(2). The commitments made

under these agreements will apply for a 10-year period

as from the June 9, 2011 Annual General Meeting.

(1) See 2011 Registration Document, pages 58 to 60.

(2) See 2011 Registration Document, page 88. 

Saint-Gobain Registration Document 2012 • 66
OWNERSHIP STRUCTURE

Notifications received under disclosure 

threshold rules in 2012

On July 3, 2012, the French securities regulator (Autorité 

des Marchés Financiers – “AMF”) was notified by Amundi 

Asset Management, manager of the Saint-Gobain PEG

France corporate mutual fund, that said fund’s interest

in the capital of Compagnie de Saint-Gobain had been 

increased to above the 10% disclosure threshold of voting 

rights, such that Amundi Asset Management held 7.56%

of the capital and 10.28% of the voting rights on the fund’s 

behalf at that date. 

In addition, Amundi disclosed, in the name and on behalf

of the Saint-Gobain PEG France corporate mutual fund,

that the fund:

 acquired the Saint-Gobain shares via the transfer

of the assets of the 2012 Saint-Gobain Relais corporate 

mutual fund to its Saint-Gobain compartment;

 acts independently;

 does not intend to purchase more Saint-Gobain shares, 

although this position could change given that it is

an open-end fund;

 does not intend to acquire control of the Company;

 does not intend to change the Company’s strategy

or carry out any of the transactions listed in Article 

223-17 I 6 of the AMF’s General Rules;

 has not entered into any temporary disposal agreements 

concerning the Company’s shares and/or voting rights; 

 has one seat on the Company’s Board of Directors

and does not intend to request any additional seats. 

In addition, the Company received several notifications 

during the year in respect of the obligation set out

in the Company’s bylaws to disclose any and all changes

in interest to above or below half a percentage point

of the capital or voting rights, or any multiple thereof.

In particular, Wendel notified the Company that it had 

increased its voting rights to above the 26.5% threshold

on May 31, 2012.

Changes in capital over the last five years

Date Capital stock Number

of shares

12-07 €1,496,864,608 374,216,152 Issuance of 226,195 shares upon exercise of the same number of options 

05-08 €1,529,956,396 382,489,099 Group Savings Plan: issuance of 8,272,947 shares (at €51.751) 

12-08 €1,530,287,940 382,571,985 Issuance of 82,886 shares upon exercise of the same number of options 

03-09 €1,962,356,788 490,589,197 Allocation of 382,571,985 stock warrants exercisable on the basis of seven 

warrants for two new shares at a price of €14 per share 

05-09 €1,996,350,296 499,087,574 Group Savings Plan: issuance of 8,498,377 shares (at €15.80)

06-09 €2,051,573,976 512,893,494 Stock dividend: issuance of 13,805,920 shares (at €22.83)

12-09 €2,051,724,064 512,931,016 Issuance of 37,522 shares upon exercise of the same number of options 

05-10 €2,071,700,020 517,925,005 Group Savings Plan: issuance of 4,993,989 shares (at €28.70)

06-10 €2,123,145,492 530,786,373 Stock dividend: issuance of 12,861,368 shares (at €28.58)

12-10 €2,123,345,764 530,836,441 Issuance of 50,068 shares upon exercise of the same number of options 

05-11 €2,141,336,852 535,334,213 Group Savings Plan: issuance of 4,497,772 shares (at €33.42)

12-11 €2,142,251,560 535,562,890 Issuance of 228,677 shares upon exercise of the same number of options 

12-11 €2,142,254,892 535,563,723 Allocation of 833 performance shares to employees

03-12 €2,144,819,736 536,204,934 Allocation of 641,211 performance shares to employees

05-12 €2,162,370,456 540,592,614 Group Savings Plan: issuance of 4,387,680 shares (at €28.59)

05-12 €2,124,210,456 531,052,614 Capital reduction: cancellation of 9,540,000 shares to employees

12-12 €2,124,218,232 531,054,558 Allocation of 1,944 performance shares

12-12 €2,124,502,568 531,125,642 Issuance of 71,084 shares upon exercise of the same number of options 

Saint-Gobain Registration Document 2012 • 67

MANAGEMENT REPORT
MANAGEMENT REPORT

OWNERSHIP STRUCTURE

Financial authorizations

At the Annual General Meeting of June 9, 2011, the Board

of Directors was given the following financial authorizations: 

 Authorizations valid until August 2013:

- Authorization to issue up to €425 million worth of shares 

with pre-emptive subscription rights.

- Authorization to issue debt securities, without

pre-emptive subscription rights but with a compulsory 

priority period for subscription for shareholders,

giving access to shares in the Company or its 

subsidiaries, or to shares in the Company to which 

entitlement would be granted by securities to be issued, 

where applicable, by subsidiaries. The aggregate

par value of shares issued under the authorization

is capped at €212 million and the aggregate nominal 

value of debt securities at €1.5 billion. The Board

of Directors may increase the number of securities

to be issued by a maximum of 15% if an issue

is oversubscribed.

- Authorization to issue shares in payment for shares

or share equivalents of another company. The number

of shares issued under this authorization may not exceed 

the equivalent of 10% of the issued capital.

- Authorization to increase the capital by up to €106 

million by capitalizing additional paid-in capital,

reserves, income or other eligible items.

The amounts specified in these four authorizations are

not cumulative. 

- Authorization to issue up to €53.08 million worth

of shares (excluding premiums), without pre-emptive 

subscription rights, to the Group Savings Plan.

The shares may not be offered at a discount of more 

than 20% on the average of the prices quoted

for the Company’s shares over the twenty trading

days preceding the Board’s decision. 

- Authorization to cancel all or some of the Saint-Gobain 

shares bought back by the Company provided that

the total number of shares cancelled within any

24 month period does not exceed 10% of the Company’s 

capital, and to reduce the capital accordingly.

At the Annual General Meeting of June 7, 2012,

the Board of Directors was given the following

financial authorizations:

 Authorization valid until December 2013:

 Authorization to issue warrants while a takeover bid

for the Company is in progress. The aggregate par value

of shares issued on conversion of the warrants may

not exceed €536.25 million.

 Authorizations valid until August 2014:

- Authorization to grant performance stock options

to employees and officers, exercisable at a price

at least equal to the average of the prices quoted

for the Company’s shares over the twenty trading days 

preceding the Board’s decision. The options may

not be exercisable for shares representing more than 1%

of the capital, i.e. around €21.245 million.

- Authorization to make performance share grants

to employees and officers representing up to 0.8%

of the capital stock, i.e. around €17 million.

- The 1% ceiling on performance stock options

apply to both authorizations.

In 2012, the following authorizations were used:

 Group Savings Plan: 4,387,680 shares were issued under

the plan.

 Stock options: 253,000 options were granted.

 Performance share plan: 542,370 shares were granted.

Saint-Gobain Registration Document 2012 • 68
OWNERSHIP STRUCTURE

the June 2012 issue in five separate transactions

of €750 million, €45 million, €50 million, €75 million 

and €15 million; GBP 250 million and €150 million

in three separate transactions of €100 million, €30 million

and €20 million under the October 2012 issue.

 In addition, the agreements relating to the syndicated

lines of credit for general corporate purposes set up

in December 2010 (€2,500 million down from an initial

€3,000) and December 2012 (€1,500 million) as well

as a €155 million bank loan repaid in January 2013

all contain change of control clauses.

Group Savings Plan

The Group Savings Plan (Plan d’Épargne du Groupe – PEG)

is a key feature of Saint-Gobain’s social contract.

It represents an excellent means of giving employees

a stake in the Group’s success and profits.

In 2012, 4,387,680 shares were issued under a standard 

plan with a five and ten-year lock-up, for a total of

€125.4 million (2011: 4,497,772 shares and €150.4 million). 

In France, 46.5% of employees invested in the PEG through 

corporate mutual funds (Fonds Communs de Placement 

d’Entreprise – FCPE). With employees in twenty-four

other European countries and seventeen countries outside 

Europe also given the opportunity to take part, in all,

more than 32,000 Group employees participated

in the PEG during 2012.

At December 31, 2012, the corporate mutual funds together 

held 8.4% of the Company’s capital and 12.1% of the voting 

rights.

A new plan will be launched in 2013, giving employees

the opportunity to acquire up to 5.3 million shares with

a five and ten-year lock-up.

Information that could have a bearing

on a takeover bid

French legislation adopted in application of the European 

takeover directive stipulates that the Registration

Document must include any information that could

have a bearing on a takeover bid. In the case

of Saint-Gobain, the disclosures required under

this legislation at December 31, 2012 are as follows:

 as explained above, the Board of Directors has been

authorized by shareholders to issue stock warrants

exercisable for up to €536.25 million worth of shares

while a takeover bid for the Company is in progress.

 The current authorization expires in December 2013;

 in the case of a change of control of Compagnie

de Saint-Gobain:

- several U.S. subsidiaries’ deferred compensation

and defined benefit pension plans would be terminated

immediately and the rights of beneficiaries would

become due within twelve months. The total potential

cost was USD 174.7 million at December 31, 2012,

- the bonds issued by the Company since 2006 could

become redeemable and accrued interest on the bonds

could become immediately due under certain conditions.

 At December 31, 2012, the amounts concerned were

as follows: €700 million under the May 2006 issue;

GBP 600 million under the November 2006 issue;

a second €1,250 million tranche due 2017 out of a total

of €2,500 million under the April 2007 issue, following 

redemption of the first €1,250 million tranche in April 

2012; €605 million under the September 2008 issue; 

€686 million under the January 2009 issue; €575 million 

under the May 2009 issue; €200 million under the June 

2009 issue; €750 million under the October 2010 issue 

and the two tranches of the September 2011 issue, one

of €1,000 million and the other of €750 million, increased

to €950 million through the January 2012 tap issue;

JPY 5 billion under the January 2012 issue; €750 million

under the March 2012 issue, increased to €900 million 

through the May 2012 tap issue; €935 million under

Saint-Gobain Registration Document 2012 • 69

MANAGEMENT REPORT
MANAGEMENT REPORT

OWNERSHIP STRUCTURE

Share buybacks

In 2012, the Company bought back directly on the market 

5.94 million shares (with an aggregate par value

of €23.76 million) for €196.6 million including transaction 

costs of €39 thousand. A total of 744,007 Saint-Gobain 

shares were sold during the year upon exercise of stock 

options, for a total of €15.8 million. 

On May 31, 2012, the Company cancelled 9,540,000

shares held in treasury in order to offset the dilutive

effect of shares issued in 2011 and 2012 under the 2011

and 2012 Group Savings Plans, share grants made to all 

Group employees under the 2009 performance share plan 

and share grants made to certain managers and officers

of the Group under the 2009 performance plan. 

Article L.225-209 of the French Commercial Code

requires disclosure of the number of shares held in treasury. 

At December 31, 2012, 4,148,565 shares representing

0.78% of the capital were held in treasury for the following 

purposes: for allocation on exercise of stock options,

for allocation under performance share plans, for allocation 

or sale as part of a Group Savings Plan or for allocation

to employees in any other form, as follows: 

Plans Number of shares Purchase

price (in €)

2009 Stock Option 

Plan

1,410,802 53,787,297

2012 Performance 

Share Plan

504,404 15,930,087

Shares not yet 

allocated

2,233,359 92,355,006

Shares held in treasury at December 31, 2012

were acquired at an average cost of €39.07 and shares

sold during the year upon exercise of stock options

were acquired at an average cost of €53.11.

In November 2007, the Company entered into an agreement 

with Exane to provide liquidity for the Saint-Gobain share. 

As required by French securities regulations, the agreement 

complies with the code of ethics issued by the Association 

Française des Entreprises d’Investissement that was 

approved by the French securities regulator (AMF)

on March 25, 2005. Under the terms of the agreement, 

Exane is mandated to maintain a liquid market in Compagnie 

de Saint-Gobain shares and ensure that prices are regularly 

quoted for the shares, so as to avoid price fluctuations

that are not justified by market trends.

When the agreement came into effect on December 3,

2007, Compagnie de Saint-Gobain deposited €50 million

in the liquidity account, which was reduced to €30 million 

on May 27, 2009 and to €6.6 million on April 19, 2012.

At December 31, 2012, 12,500 Saint-Gobain shares

were held in the account along with €6,377,350 in cash.

Saint-Gobain Registration Document 2012 • 70
INFORMATION POLICY AND FINANCIAL CALENDAR

INFORMATION POLICY AND 

FINANCIAL CALENDAR

Information policy

The Investor Relations Department is responsible

for implementing the Group’s information policy

with the financial community, investors and shareholders. 

The head of Investor Relations is Florence Triou-Teixeira 

(Phone: +33 (0) 1 47 62 33 33 – Fax: +33 (0) 1 47 62 50 62).

The Department answers requests for information about 

the Group and issues regular Shareholder Newsletters

and the Shareholders’ Guide. These documents can be 

obtained from:

Saint-Gobain

Investor Relations Department

Les Miroirs

92096 La Défense Cedex - France

Toll free number 0800 32 33 33

(calls originating in France only)

Documents can also be downloaded from

the corporate website, www.saint-gobain.com

In 2012, the Company offered its private shareholders

a diverse program of on-site visits, stock market courses 

and meetings with the Group’s executives. It also organized 

meetings with shareholders in Annecy, Orleans, Nice

and Montpellier, as well as a conference during the Salon 

Actionaria in Paris in November, representing the fifteenth 

year in a row that the Company has taken part in this retail 

investor fair.

Numerous meetings were also organized throughout

the year with various members of the international financial 

community, including analysts, institutional investors

and journalists. In addition to the annual and interim results 

presentations held in Paris, London, New York and Boston 

in February and July, several dozen roadshows were 

organized in various European financial centers.

Detailed information about the Group and its businesses, 

and webcasts of analyst meetings are available on

the Saint-Gobain website:

www.saint-gobain.com

The Investor Relations team can be contacted by e-mail

at the following address:

actionnaires@saint-gobain.com

Compagnie de Saint-Gobain also makes additional 

services available to holders of registered shares through 

its registrar, BNP Paribas, to improve the management

of their shares. For more information, contact

the Investor Relations Department or:

BNP Paribas Securities Services

BP2S/GCT – Émetteur Adhérents Euroclear 30

Immeuble GMP – Europe

9, rue du Débarcadère – 93761 Pantin Cedex – France

By phone: Toll free number 0 800 03 33 33

(calls originating in France only)

By fax: +33 (0) 1 55 77 34 17

Online, at:

www.planetshares.bnpparibas.com

2013 Financial Calendar

2012 final results: February 20, after the market closes

First quarter 2013 sales: April 25, after the market closes

Annual General Meeting: June 6 at 3:00 p.m. at Palais

des Congrès (Porte Maillot), Paris 17

Dividend: 

- Ex-dividend date: June 12

- Record date: June 11 

- Dividend payment date: July 5

First-half 2013 results:

July 24, after the market closes

Sales for the first nine months of 2013:

October 24, after the market closes

2014 Financial Calendar

Annual General Meeting: June 5

Saint-Gobain Registration Document 2012 • 71

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

CORPORATE 

GOVERNANCE

Bylaws

The Company was registered in the company and trades 

register on July 21, 1954.

Compagnie de Saint-Gobain is a French société anonyme 

governed by articles L.210-1 et seq. of the French 

Commercial Code. Its head office is at Les Miroirs,

18 avenue d’Alsace, 92400 Courbevoie

(phone: +33 (0) 1 47 62 30 00) and it is registered

in Nanterre under no. 542039532. Its APE business 

identifier code is 741J and its Siret code is 

54203953200040.

The Company’s overall corporate purpose is to conduct

and manage, in France and internationally, any and all 

industrial, commercial, financial, securities and real estate 

transactions related to its manufacturing and contracting 

activities, through French or foreign subsidiaries or affiliates 

or otherwise (article 3 of the bylaws). Its fiscal year runs 

from January 1 to December 31. Its term will end

on December 31, 2040, unless it is wound up before

that date or its term is extended. 

Official documents concerning the Company may be 

consulted at the head office, Les Miroirs, 18, avenue 

d’Alsace, 92400 Courbevoie (Investor Relations 

Department). They may also be downloaded from

the Company’s website, www.saint-gobain.com.

Special clauses in the bylaws

Special clauses contained in the bylaws are as follows:

Disclosure thresholds

The bylaws require shareholders to disclose to the Company, 

within five trading days, any increase in their interest to 

above 0.50% of the capital or voting rights or any multiple 

thereof, or any reduction in their interest to below any

of these thresholds. 

This disclosure requirement applies when a direct, indirect 

or joint holding falls below one of these thresholds.

Failure to comply with these disclosure rules may result

in the undisclosed shares being stripped of voting rights

for a period of two years from the date when the nondisclosure is remedied, at the request of one or more 

shareholders representing at least 3% of the capital

or voting rights, as recorded in the minutes of the General 

Meeting. These disclosure thresholds were decided

by the Annual General Meetings of June 23, 1988,

June 15, 1990 and June 10, 2004.

In addition, the Company may request disclosure of information 

about its ownership structure and ownership of its shares

in application of the relevant laws and regulations.

Board of Directors

The Company is administered by a Board of Directors

with at least three members and no more than sixteen 

members (Annual General Meeting of June 5, 2008), 

including one director representing employee shareholders 

(Annual General Meeting of June 6, 2002).

Directors are elected for a four-year term. The age limit

for holding office as a director is 70, or 68 for the Chairman 

of the Board. The Board may decide to combine

the functions of Chairman of the Board and Chief Executive 

Officer. The age limit for holding office as Chairman

and Chief Executive Officer is 65, the same as for the Chief 

Executive Officer and the Chief Operating Officer(s) (Annual 

General Meetings of June 6, 2002 and June 5, 2003).

A director, the Chairman of the Board or the Chairman

and Chief Executive Officer who reaches the age limit is 

required to step down at the close of the Annual General 

Meeting called to approve the financial statements for the 

year of his or her 70th, 68th or 65th birthday, as applicable.

The Board of Directors determines the Company’s overall 

strategy and examines any issues related to the efficient 

operation of the business (Annual General Meeting

of June 6, 2002).

The Board’s activities are organized and led by the 

Chairman (Annual General Meeting of June 10, 2004).

Board meetings may be held using videoconference

or other interactive telecommunication technologies,

to the extent permitted by law (Annual General Meeting

of June 28, 2001).

Each director is required to hold at least 800 Compagnie

de Saint-Gobain shares (Annual General Meetings

of June 24, 1999, June 28, 2001 and June 5, 2003).

General Meetings

Shareholders may participate in General Meetings in person 

or by giving proxy, provided that they submit proof

of their identity and evidence of ownership of the shares

as specified in the notice of meeting, at least three business 

days before the Meeting date, in accordance with legal 

requirements concerning participation in General Meetings. 

Where decided by the Board, shareholders may be called

to and vote at a General Meeting by any form of electronic 

communication. Shareholders may give proxy to another 

person or entity to represent them at a General Meeting 

subject to the applicable legal provisions. Corporate 

shareholders are represented by their legal representative 

or by any person designated by the legal representative 

(Annual General Meeting of June 3, 2010).

At all General Meetings, voting rights are exercisable by

the beneficial owner of the shares. Each shareholder has

a number of voting rights corresponding to the number

of shares held, without limitation.

However, double voting rights are allocated to fully paid-up 

shares registered in the name of the same holder for at 

least two years.

Saint-Gobain Registration Document 2012 • 72
CORPORATE GOVERNANCE

In addition, in the case of a bonus share issue paid up by 

capitalizing reserves, profits or additional paid-in capital, 

bonus shares allocated in respect of registered shares

with double voting rights also carry double voting rights 

from the date of issue (Annual General Meeting

of February 27, 1987).

Double voting rights are forfeited when the shares are 

converted to bearer form or sold. However, double voting 

rights are not forfeited when title is transferred by way of 

an inheritance or as a result of the liquidation of the marital 

estate or an inter vivos donation to a spouse or a relative

in the direct line of succession, and the transfer is not taken 

into account for the purpose of calculating the two-year 

qualifying period.

Shareholders may vote by post in accordance with

the applicable laws and regulations.

Appropriation of income

Each year, 5% of net income for the year less any losses 

brought forward from prior years is credited to the legal 

reserve, until such time as the legal reserve represents

10% of the capital. If the capital is increased, the same transfer 

requirement applies until the legal reserve represents 10%

of the new capital.

Distributable income corresponds to net income for the year 

less any losses brought forward from prior years and less

any amounts to be credited to reserves in application

of the law or the Company’s bylaws, plus retained earnings.

The Annual General Meeting may appropriate:

1. All or part of this amount to any contingency or special

reserves or to retained earnings, based on a

recommendation of the Board of Directors.

2. If these appropriations do not absorb the total amount

of distributable income, shareholders are paid

a non-cumulative first dividend equal to 5% of

the paid-up par value of shares. 

3. If any funds remain after paying the first dividend,

they are used to pay a second dividend. 

The Annual General Meeting may decide to offer 

shareholders the option of receiving all or part

of the dividend (or any interim dividend) in cash

or in shares.

Compagnie de Saint-Gobain’s bylaws are available

for consultation on the website www.saint-gobain.com

and at the Company’s Legal Department. Copies may

be obtained from the Nanterre Commercial Court

(Greffe du Tribunal de Commerce de Nanterre).

CORPORATE GOVERNANCE 

Compliance with the AFEP-MEDEF corporate 

governance code for listed companies

Compagnie de Saint-Gobain complies with the principles

of corporate governance set out in the AFEP-MEDEF 

corporate governance code for listed companies in France 

(the “AFEP-MEDEF code”)(1).

Board of Directors

Membership of the Board of Directors

Directors are elected for a four-year term, in accordance 

with the recommendations of the AFEP-MEDEF code

(article 9 of the bylaws).

Details of the members of the Board of Directors

of Compagnie de Saint-Gobain are as follows:

The following information is correct as of April 1, 2013.

Pierre-André de CHALENDAR

Chairman and Chief Executive Officer

of Compagnie de Saint-Gobain

Pierre-André de CHALENDAR, 54, was appointed

Chief Operating Officer of Compagnie de Saint-Gobain

by the Board of Directors on May 3, 2005 and was elected 

to the Board of Directors by the General Meeting of June 8, 

2006, becoming Chief Executive Officer on June 7, 2007 

and Chairman and Chief Executive Officer on June 3, 2010. 

He is also a director of two other listed companies, Veolia 

Environnement and BNP Paribas. Within the Saint-Gobain 

Group, he is Chairman of the Board of Directors of Verallia 

and a director of Saint-Gobain Corporation and GIE SGPM 

Recherche. He owns 103,174 Saint-Gobain shares.

Business address: Les Miroirs - 92096 La Défense Cedex 

(France)

Isabelle BOUILLOT

Chairman of China Equity Links

Isabelle BOUILLOT, 63, is a director of Umicore,

as well as the Managing Partner of IB Finance.

She owns 1,542 Saint-Gobain shares.

Business address: 42, rue Henri Barbusse - 75005 Paris 

(France)

Gerhard CROMME

Chairman of the Supervisory Board of Siemens AG

Gerhard CROMME, 70, a German citizen, is also a member

of the Supervisory Board of Axel-Springer AG

(until April 2014). He owns 800 Saint-Gobain shares.

Business address: Siemens AG, Wittelsbacher Platz 2

- D-80333 Munich (Germany)

Jean-Martin FOLZ 

Chairman of the Board of Directors of Eutelsat 

Communications

Jean-Martin FOLZ, 66, is also a director of Société Générale, 

Alstom, Axa and Solvay. He owns 1,653 Saint-Gobain shares.

Business address: Les Miroirs - 92096 La Défense Cedex 

(France)

(1) For information about the number of independent directors, see page 75.

Saint-Gobain Registration Document 2012 • 73

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

Bernard GAUTIER

Member of the Management Board of Wendel

Bernard GAUTIER, 53, is also Chairman of Winvest 

International SA SICAR and Oranje-Nassau Développement 

SA SICAR, Chairman of the Management Advisory Board

of Winvest Conseil, Legal Manager of Materis Parent,

a director of Communication Media Partner, Stahl Holdings 

BV, Stahl Group SA, Stahl Lux2, Stichting Administratiekantor 

II, Stahl Groep II, Trief Corporation, Wendel Japan KK, 

Winvest Part BV, member of the Supervisory Board

of Altineis, Legal Manager of BG Invest, BJPG Conseil,

SCI La République, La Cabane Saint-Gautier, BJPG 

Participations, BJPG Assets and Sweet Investment Ltd.

He owns 1,102 Saint-Gobain shares.

Business address: 89, rue Taibout - 75009 Paris (France)

Anne-Marie IDRAC

Consultant

Anne-Marie IDRAC, 61, is also a member of the Supervisory 

Board of Vallourec and a director of Mediobanca, Total

and Bouygues. She owns 800 Saint-Gobain shares.

Business address: Les Miroirs - 92096 La Défense Cedex 

(France)

Sylvia JAY

Chairman of L’Oréal UK & Ireland

Lady JAY, 66, a British citizen, is also a director of Alcatel 

Lucent, Lazard Limited and the Casino Group, Chairman

of the Pilgrim Trust, and Trustee of the Entente Cordiale 

Scholarship Scheme and the Prison Reform Trust. She owns 

1,030 Saint-Gobain shares.

Business address: 255 Hammersmith Road, London W6 8 AZ 

(United Kingdom)

Frédéric LEMOINE

Chairman of the Management Board of Wendel

Frédéric LEMOINE, 47, is also Chairman of the Supervisory 

Board of Oranje-Nassau Groep BV, Chairman of the Board

of Directors of Trief Corporation, Vice-Chairman of the Board

of Directors of Bureau Veritas, and a director of Legrand.

He owns 800 Saint-Gobain shares.

Business address: 89, rue Taibout - 75009 Paris (France)

Gérard MESTRALLET

Chairman and Chief Executive Officer of GDF Suez

Gérard MESTRALLET, 63, is also a director of Pargesa 

Holding S.A and a member of the Supervisory Board

of Siemens AG. Within the GDF Suez Group, he is Chairman 

of the Board of Directors of GDF Suez Energie Services, 

Suez Environment Company, Electrabel, and Energy 

Management Trading (former GDF Suez Belgium), Chairman 

of GDS Suez Rassembleurs d’Energies SAS, Vice-Chairman

of Sociedad General de Aguas de Barcelona and a director 

of International Power. He owns 840 Saint-Gobain shares.

Business address: 1, Place Samuel de Champlain – Faubourg 

de l’Arche – 92930 Paris-La-Défense (France)

Michel PÉBEREAU

Honorary Chairman of BNP Paribas

Michel PÉBEREAU, 71, is also a Director of BNP Paribas, 

Axa, Total, Pargesa Holding, EADS and BNP Paribas Suisse,

a non-voting director of Galeries Lafayette, as well as

a member of the Supervisory Board of Banque Marocaine 

pour le Commerce et l’Industrie and Institut Aspen France. 

He is also Chairman of the BNP Paribas Foundation

and the Management Board of Institut d’Etudes Politiques 

de Paris, and member of the Académie des Sciences Morales 

et Politiques, the Executive Council of the MEDEF

and the Strategy Committee of the Institut de l’Entreprise. 

He owns 1,100 Saint-Gobain shares.

Business address: 3, rue d’Antin - 75002 Paris (France)

Jacques PESTRE

Senior Vice President of Point.P, Chairman

of the Supervisory Board of the Saint-Gobain PEG 

France corporate mutual fund 

Jacques PESTRE, 56, also holds the following positions 

within the Saint-Gobain Group: Chairman and Chief 

Executive Officer of BMSO, BMCE, SONEN and Docks

de l’Oise, Chairman of the Board of Directors of Comasud, 

Chairman of BMRA SAS, MBM SAS, Cibomat SAS, Boch 

Frères SAS, Dépôt Services Carrelages SAS and Thuon SAS 

and permanent representative of Point.P Développement

on the Board of Directors of Nouveaux Docks. He owns 

1,800 Saint-Gobain shares.

Business address: Le Mozart – 13/15 rue Germaine Tailleferre 

– 75940 Paris Cedex 19 (France)

Olivia QIU

Global Head of Strategic Industries, Alcatel-Lucent

Olivia QUI, 46, does not hold any other directorships.

She owns 800 Saint-Gobain shares.

Business address: 3, avenue Octave Gréard – 75007 Paris 

(France)

Denis RANQUE

Chairman of the Board of Directors of EADS

Denis RANQUE, 61, is also Chairman of the Board

of Directors of the Paris Tech Foundation and a Director

of Sciblab Entreprises. He owns 800 Saint-Gobain shares.

Business address: 37, boulevard de Montmorency

- 75016 Paris (France)

Gilles SCHNEPP

Chairman and Chief Executive Officer of Legrand

Gilles SCHNEPP, 54, is also Chairman and Chief Executive Officer 

of Legrand France and Chairman and Chief Executive Officer, 

Chairman of the Board of Directors, Chairman or member of

the Supervisory Board or a director or permanent representative 

of the Board of Directors of various Legrand Group subsidiaries.

He owns 800 Saint-Gobain shares.

Business address: 128, avenue du Maréchal de Tassigny

- 87045 Limoges Cedex (France)

Jean-Dominique SENARD

Chief Executive Officer of Michelin 

Jean-Dominique SENARD, 60, is also a director of SEB.

He owns 1,770 Saint-Gobain shares.

Business address: 23, Place des Carmes Déchaux

- 63040 Clermont-Ferrand Cedex 9 (France)

Saint-Gobain Registration Document 2012 • 74
CORPORATE GOVERNANCE

Jean-Cyril SPINETTA

Chairman and Chief Executive Officer of Air France-KLM 

Jean-Cyril SPINETTA, 69, is also Chairman of the Supervisory 

Board of Areva and a director of Alcatel-Lucent and Alitalia 

CAI. He owns 1,114 Saint-Gobain shares.

Business address: 2, rue Robert Esnault Pelterie

– BP 90112 – 75326 Paris Cedex 07 (France)

Board secretary: Antoine VIGNIAL, Corporate Secretary

of Compagnie de Saint-Gobain

Directors’ independence/gender parity/

representation of employee shareholders 

In early 2013, as in prior years, the Board reviewed

each director’s situation in relation to the independence 

criteria set out in the AFEP-MEDEF code, based on a report 

prepared by the Appointments and Remuneration 

Committee. Based on this review, the Board concluded that 

as of February 1, 2013, all of these criteria were met by 

seven (44%) of the sixteen directors – Anne-Marie Idrac, 

Jean-Martin Folz, Sylvia Jay, Olivia Qiu, Denis Ranque, 

Jean-Dominique Senard and Jean-Cyril Spinetta – and that 

these seven directors could therefore be qualified as 

independent. This proportion is lower than recommended in 

the AFEP-MEDEF code, due to the presence on the Board of 

three directors representing Wendel, which owns 17.3% of 

the Company’s capital. It reflects the fact that Compagnie de 

Saint-Gobain is neither a widely-held corporation in which 

“independent directors should account for half the members 

of the Board”, nor a controlled company, in which 

“independent directors should account for at least a third” 

according to the code. 

The terms of Gerhard Cromme, Michel Pébereau, Jean-Cyril 

Spinetta, Jean-Martin Folz and Gilles Schnepp expire at

the upcoming Annual General Meeting. Gerhard Cromme

and Jean-Cyril Spinetta have informed the Board that they 

do not wish to stand for re-election, and Michel Pébereau 

will have reached the age limit for holding office as a 

director as specified in the bylaws(1). The Board of Directors 

therefore decided at its meeting on February 20, 2013,

in line with the Appointments and Remuneration 

Committee’s recommendation, to propose at the Annual 

General Meeting (i) the election as directors of Philippe 

Varin, Chairman of the Managing Board of PSA Peugeot Citroën, 

Agnès Lemarchand, Executive Chairman of Steetley Dolomite 

Ltd, and Pamela Knapp, Chief Financial Officer and HR 

Director of GfK SE and member of the GfK Management 

Board, and(ii) the re-election of Jean-Martin Folz and Gilles 

Schnepp.

The Board has determined that Mr. Varin, Ms. Lemarchand 

and Ms. Knapp each fulfill all of the independence criteria 

listed in the AFEP-MEDEF code. Accordingly, as from June 6, 

2013, provided that the related resolutions are adopted by 

the shareholders, eight(2) of the sixteen members of the 

Board of Directors will be independent (50%), complying 

with the recommendation in the AFEP-MEDEF code.

As of February 1, 2013, four of the sixteen Board

members were women (25%), a proportion in line

with the recommendation of the AFEP-MEDEF code

and the requirements of the French Act of January 27, 2011 

on gender equality on companies’ boards of directors.

After the June 6, 2013 Annual General Meeting, provided 

that the above candidates are elected to the Board, six of 

the sixteen Board members will be women, a ratio of 37.5%.

The Board also includes a director, Jacques Pestre,

who represents employee shareholders. Mr. Pestre

is concerned by all the provisions of the law and the 

Company’s bylaws applicable to Board members and

is entitled to vote at Board meetings in the same way

as other directors.

In addition, two members of the Works Council

(M-L Daveau and B. de Bengy) have been elected

by the members of the Works Council and employee 

representatives to attend Board meetings in a consultative 

capacity.

The Company’s bylaws (article 9) stipulate that each

director must hold at least 800 shares.

Jean-Louis Beffa, who stepped down from the Board

after the Annual General Meeting of June 7, 2012

because he had reached the age limit for serving

as a director specified in the bylaws, has been named 

Honorary Chairman of Compagnie de Saint-Gobain.

Re-election of Directors

The dates on which the current directors were first elected 

to the Board and the starting dates of their current

terms are as follows:

•	Michel Pébereau June 1993 June 2009

•	Gérard Mestrallet November 1995 June 2011

•	Isabelle Bouillot June 1998 June 2012

•	Jean-Martin Folz March 2001 June 2009

•	Sylvia Jay June 2001 June 2012

•	Denis Ranque June 2003 June 2011

•	Gerhard Cromme June 2005 June 2009

•	Jean-Cyril Spinetta June 2005 June 2009

•	Pierre-André de Chalendar June 2006 June 2010

•	Bernard Gautier June 2008 June 2012

•	Frédéric Lemoine April 2009 June 2012

•	Gilles Schnepp June 2009 June 2009

•	Anne-Marie Idrac June 2011 June 2011

•	Jacques Pestre June 2011 June 2011

•	Olivia Qiu June 2011 June 2011

•	Jean-Dominique Senard June 2012 June 2012

The current directors’ terms expire as follows:

 - Gerhard Cromme, Jean-Martin Folz, Michel Pébereau, 

 Gilles Schnepp and Jean-Cyril Spinetta: 2013 Annual 

 General Meeting(3). 

 - Pierre-André de Chalendar: 2014 Annual General Meeting.

 - Anne-Marie Idrac, Olivia Qiu, Jacques Pestre, Gérard 

 Mestrallet and Denis Ranque: 2015 Annual General Meeting.

 - Isabelle Bouillot, Bernard Gautier, Sylvia Jay, Frédéric 

 Lemoine and Jean-Dominique Senard: 2016 Annual 

 General Meeting.

(1) See page 72 

(2) If Mr Folz is re-elected to the Board in 2013 he will no longer qualify as an independent director. 

(3) See opposite Saint-Gobain Registration Document 2012 • 75

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

 Other directorships and positions held by members of the Board of Directors in the years prior to 2013

(other than that of a director of Compagnie de Saint-Gobain)

Director’s name

and current

main position

(as of April 1, 2013)(1)

2012 2011 2010 2009 2008

Isabelle BOUILLOT

Chairman of China Equity 

Links

•	Chairman of

China Equity Links

•	Director of Umicore 

•	Managing Partner

of IB Finance

•	Director of Dexia 

(until May 2012)

•	Chairman of

China Equity Links

•	Director of Umicore 

•	Managing Partner

of IB Finance

•	Director of Dexia 

•	Chairman of

China Equity Links

•	Director of Umicore 

•	Managing Partner

of IB Finance

•	Director of Dexia 

•	Chairman of

China Equity Links

•	Director of Accor, 

Umicore

•	Managing Partner

of IB Finance

•	Observer on the Board 

of Directors of Dexia

•	Chairman of

China Equity Links

•	Director of Accor, 

Umicore

•	Managing Partner

of IB Finance

Pierre-André 

de CHALENDAR

Chairman

and Chief Executive

Officer of Compagnie

de Saint-Gobain

•	Chairman and Chief 

Executive Officer

of Compagnie

de Saint-Gobain

•	Director of Veolia 

Environnement

and BNP Paribas

•	Within the 

Saint-Gobain Group, 

Director of

Saint-Gobain 

Corporation and GIE 

SGPM Recherche

•	Chairman of the 

Board of Directors

of Verallia

•	Chairman and Chief 

Executive Officer

of Compagnie

de Saint-Gobain

•	Director of Veolia 

Environnement

•	Within the 

Saint-Gobain Group, 

Director of

Saint-Gobain 

Corporation and GIE 

SGPM Recherche

•	Chairman of the 

Board of Directors

of Verallia

•	Chief Executive 

Officer of Compagnie 

de Saint-Gobain

•	Within the 

Saint-Gobain Group, 

Director of

Saint-Gobain 

Corporation and GIE 

SGPM Recherche

•	Chief Executive 

Officer of Compagnie 

de Saint-Gobain

•	Within the 

Saint-Gobain Group, 

Director of

Saint-Gobain 

Corporation and GIE 

SGPM Recherche

•	Chief Executive 

Officer of Compagnie 

de Saint-Gobain

•	Within the 

Saint-Gobain Group, 

Director of

Saint-Gobain 

Corporation and SG 

Distribution Nordic AB

Gerhard CROMME

Chairman of the Supervisory 

Board of Siemens AG

•	Chairman

of the Supervisory 

Board of 

ThyssenKrupp AG

•	Member of the 

Supervisory Board

of Allianz SE

(until August 2012) 

and Axel-Springer AG 

•	Chairman of the 

Supervisory Board

of Siemens AG

•	Chairman of

the Supervisory Board 

of ThyssenKrupp AG

•	Member of

the Supervisory Board 

of Allianz SE and 

Axel-Springer AG 

•	Chairman of

the Supervisory Board 

of Siemens AG

•	Chairman of

the Supervisory Board 

of ThyssenKrupp AG

•	Member of the 

Supervisory Board

of Allianz SE

and Axel-Springer AG 

•	Chairman of

the Supervisory Board 

of Siemens AG

•	Chairman of

the Supervisory Board 

of ThyssenKrupp AG

•	Member of

the Supervisory Board 

of Allianz SE and 

Axel-Springer AG 

•	Chairman of

the Supervisory Board 

of Siemens AG

•	Chairman of

the Supervisory Board 

of ThyssenKrupp AG

•	Member of

the Supervisory Board 

of Allianz SE

and Axel-Springer AG 

•	Chairman of

the Supervisory Board 

of Siemens AG

Jean-Martin FOLZ

Chairman of the Board

of Directors of Eutelsat 

Communications

•	Chairman of the 

Board of Directors

of Eutelsat 

Communications

•	Director of Société 

Générale, Alstom, 

Axa and Solvay

•	Member of the 

Supervisory Board

of ONF Participations 

SAS. (until December 

31, 2012)

•	Director of Société 

Générale, Alstom,

Axa, Carrefour

and Solvay

•	Member of the 

Supervisory Board

of ONF Participations 

SAS.

•	Chairman of AFEP

•	Director of Société 

Générale, Alstom, 

Carrefour and Solvay

•	Member of the 

Supervisory Board

of Axa and ONF 

Participations SAS.

•	Chairman of AFEP

•	Director of Société 

Générale, Alstom

and Solvay

•	Member of the 

Supervisory Board

of Axa and Carrefour

•	Chairman of AFEP

•	Director of Société 

Générale, Alstom, 

Carrefour and Solvay

•	Member of the 

Supervisory Board

of Axa

Bernard GAUTIER

Member of the Management 

Board of Wendel

•	Member of the 

Management Board

of Wendel

•	Chairman of Winvest 

International SA SICAR 

and Oranje-Nassau 

Développement SA 

SICAR

•	Chairman of the 

Management Advisory 

Board of Winvest Conseil

•	Legal Manager

of Materis Parent 

•	Director of 

Communication Media 

Partner, Stahl Holdings 

BV, Stahl Group SA, 

Stahl Lux2, Stichting 

Administratiekantoor 

II, Stahl Groep II, Trief 

Corporation, Wendel 

Japan KK, Winvest 

Part BV and Sofisamc

•	Vice Chairman of

the Board of Directors 

of Deutsch Group SAS

•	Member of the 

Supervisory Board

of Altineis

•	Legal Manager of BG 

Invest, BJPG Conseil, 

SCI La République,

La Cabane Saint-Gautier, 

BJPG Participations, 

BPJG Assets and 

Sweet Investment Ltd

•	Member of the 

Management Board

of Wendel

•	Chairman of Winvest 

International SA SICAR 

•	Chairman of the 

Management Advisory 

Board of Winvest 

Conseil

•	Legal Manager

of Materis Parent

•	Director of 

Communication Media 

Partner, Stahl Holdings 

BV, Stahl Group SA, 

Stahl Lux2, Stichting 

Administratiekantoor 

II, Stahl Groep II, Trief 

Corporation, Wendel 

Japan KK and Winvest 

Part BV 

•	Member of

the Management 

Committee of Deutsch 

Group 

•	Member of the 

Management Board

of Wendel

•	Chairman of Winvest 

International SA SICAR

•	Chairman of the 

Management Advisory 

Board of Winvest 

Conseil

•	Member of the 

Supervisory Board of 

Legron BV and Materis 

Parent

•	Director of 

Communication Media 

Partner, Stahl Holdings 

BV and Group BV, Trief 

Corporation and 

Wendel Japan KK 

•	Member of the 

Supervisory Board

of Altineis

•	Legal Manager of BG 

Invest, BJPG Conseil, 

SCI La République,

La Cabane Saint-Gautier, 

BJPG Participations, 

BPJG Assets and 

Sweet Investment Ltd

•	Member of the 

Management Board

of Wendel

•	Chairman of Winvest 

International SA SICAR

•	Chairman of the 

Management Advisory 

Board of Winvest 

Conseil

•	Director of 

Communication Media 

Partner, Stahl Holdings 

BV and Group BV, Trief 

Corporation and 

Wendel Japan KK 

•	Member of the 

Management 

Committee of Deutsch 

Group SAS

•	Member of the 

Supervisory Board

of Altineis (SCIP)

•	Legal Manager of BG 

Invest, BJPG Conseil, 

SCI La République,

La Cabane Saint-Gautier, 

BJPG Participations, 

BPJG Assets and Sweet 

Investment Ltd

•	Member of the 

Management Board

of Wendel

•	Vice Chairman of the 

Supervisory Board of 

Editis Holding

•	Director of 

Communication Media 

Partner, Stahl Holdings 

BV and Group BV, and 

Winvest International 

SA SICAR

•	Legal Manager

of Winvest Conseil

•	Member of the 

Supervisory Board

of Altineis, Altineis 2 

and Altineis 3

•	Legal Manager of BG 

Invest, BJPG Conseil, 

SCI La République and 

La Cabane Saint-Gautier

Saint-Gobain Registration Document 2012 • 76 (1) For the up-to-date list of directorships and other positions held as of April 1, 2013, see pages 73 to 75.
CORPORATE GOVERNANCE

Director’s name

and current

main position

(as of April 1, 2013)(1)

2012 2011 2010 2009 2008

Anne-Marie IDRAC

Consultant

•	Member

of the Supervisory 

Board of Vallourec

•	Director of 

Mediobanca,

Total and Bouygues

•	Director

of the Robert Schuman 

Foundation

•	Member of

the Advisory

Board of HEC

•	Secretary of State 

for Foreign Trade

•	Director

of the Robert Schuman 

Foundation

•	Member

of the Advisory

Board of HEC

•	Secretary of State for 

Foreign Trade

•	Director

of the Robert Schuman 

Foundation

•	Member

of the Advisory

Board of HEC

•	Secretary of State

for Foreign Trade

•	Chairman of SNCF

•	Member of the 

Conseil Economique

et Social

•	Director of the 

Robert Schuman 

Foundation

•	Member of the 

Advisory Board of HEC

Sylvia JAY

Chairman of L’Oréal UK

& Ireland

•	Chairman of L’Oréal 

UK & Ireland

•	Director of Alcatel 

Lucent, Lazard Limited 

and the Casino Group

•	Chairman of

the Pilgrim Trust

•	Trustee of the 

Entente Cordiale 

Scholarship Scheme 

and the Prison Reform 

Trust.

•	Chairman

of L’Oréal UK & Ireland

•	Director of Alcatel 

Lucent and Lazard 

Limited 

•	Chairman

of the Pilgrim Trust

•	Trustee of the 

Entente Cordiale 

Scholarship Scheme, 

the Prison Reform 

Trust and the Body 

Shop Foundation

•	Vice Chairman

of L’Oréal UK

•	Director of Alcatel 

Lucent and Lazard 

Limited 

•	Chairman

of the Pilgrim Trust

•	Trustee of the 

Entente Cordiale 

Scholarship Scheme, 

the Prison Reform 

Trust and The Body 

Shop Foundation

•	Vice Chairman

of L’Oréal UK

•	Director of Alcatel 

Lucent and Lazard 

Limited 

•	Chairman of

the Pilgrim Trust

and Food from Britain

•	Trustee of the 

Entente Cordiale 

Scholarship Scheme, 

the Prison Reform 

Trust and The Body 

Shop Foundation

•	Vice Chairman

of L’Oréal UK

•	Director of Alcatel 

Lucent and Lazard 

Limited 

•	Chairman of

the Pilgrim Trust and 

Food from Britain

•	Trustee of the 

Entente Cordiale 

Scholarship Scheme, 

the Prison Reform 

Trust and The Body 

Shop Foundation

Frédéric LEMOINE

Chairman of the Management 

Board of Wendel

•	Chairman of the 

Management Board

of Wendel

•	Chairman of the 

Supervisory Board

of Oranje-Nassau 

Groep BV 

•	Chairman of the 

Board of Directors

of Trief Corporation

•	Vice-Chairman of

the Board of Directors 

of Bureau Veritas 

•	Director of Legrand

•	Chairman of the 

Managing Board

of Wendel

•	Chairman of the 

Supervisory Board

of Oranje-Nassau 

Groep BV

•	Chairman of the 

Board of Directors

of Trief Corporation

•	Vice-Chairman of

the Board of Directors 

of Bureau Veritas

•	Director of Flamel 

Technologies, 

Groupama

and Legrand

•	Chairman

of Winbond SAS

•	Chairman of

the Managing Board

of Wendel

•	Chairman of the 

Supervisory Board

of Oranje-Nassau 

Groep BV

•	Chairman of the 

Board of Directors

of Trief Corporation

•	Vice-Chairman of

the Board of Directors 

of Bureau Veritas

•	Director of Flamel 

Technologies, 

Groupama

and Legrand

•	Chairman

of Winbond SAS

• Chairman of the 

Managing Board

of Wendel

• Chairman of the 

Supervisory Board

of Oranje-Nassau 

Groep BV

• Chairman of the 

Board of Directors

of Trief Corporation

• Vice-Chairman of

the Board of Directors 

of Bureau Veritas

• Director of Flamel 

Technologies, 

Groupama

and Legrand

• Chairman

of Winbond SAS

•	Chairman of

the Supervisory

Board of Areva

•	Legal Manager

of SARL LCE

•	Director of 

Groupama and 

Chairman of the

Audit and Accounts 

Committee

•	Director of Flamel 

Technologies

•	Member then 

non-voting member

of the Supervisory 

Board of Générale

de Santé

•	Member of

the Supervisory Board

of Wendel

Gérard MESTRALLET

Chairman and Chief Executive 

Officer of GDF Suez

•	Chairman and Chief 

Executive Officer

of GDF Suez

•	Director of 

International Power 

and Pargesa Holding 

SA 

•	Chairman of the 

Board of Directors

of GDF Suez Energie 

Services, Suez 

Environment 

Company, Electrabel 

and GDF Suez Belgium

•	Chairman of GDF 

Suez Rassembleurs 

d’Energies SAS

•	Vice-Chairman

of Sociedad General

de Aguas de Barcelona

•	Chairman and Chief 

Executive Officer

of GDF Suez

•	Director of 

International Power 

(from February 3, 

2011) and Pargesa 

Holding SA

•	Chairman of the 

Board of Directors

of GDF Suez Energie 

Services, Suez 

Environment 

Company, GDF Suez 

Belgium and 

Suez-Tractebel

(until January 25, 

2011) 

•	Chairman of GDF 

Suez Rassembleurs 

d’Energies SAS

(from October 27, 

2011)

•	Vice-Chairman

of Electrabel

and Sociedad General 

de Aguas de Barcelona

•	Chairman and Chief 

Executive Officer

of GDF Suez

•	Member of the 

Supervisory Board

of Axa

•	Director of Pargesa 

Holding SA

•	Chairman of the 

Board of Directors

of GDF Suez Energie 

Services, Suez 

Environment 

Company, SuezTractebel (Belgium), 

GDF Suez Belgium

and Hisusa (Spain)

•	Vice-Chairman

of Electrabel

and Sociedad General 

de Aguas de Barcelona

•	Chairman and Chief 

Executive Officer

of GDF Suez

•	Member of the 

Supervisory Board

of Axa

•	Director of Pargesa 

Holding SA

•	Chairman of the 

Board of Directors

of GDF Suez Energie 

Services, Hisusa, Suez 

Environment Company 

and Suez Tractebel

•	Vice-Chairman

of Electrabel

and Sociedad General 

de Aguas de Barcelona

•	Chairman and Chief 

Executive Officer

of Suez (until July 22, 

2008)

•	Chairman and Chief 

Executive Officer

of GDF Suez

•	Member of the 

Supervisory Board

of Axa

•	Director of Pargesa 

Holding SA

•	Chairman of the 

Board of Directors

of Suez-Tractebel, 

Suez Environment 

Company, Electrabel, 

Suez Energie Services 

and Hisusa

•	Vice-Chairman

of Electrabel

and Sociedad General 

de Aguas de Barcelona

(1) For the up-to-date list of directorships and other positions held as of April 1, 2013, see pages 73 to 75.

Saint-Gobain Registration Document 2012 • 77

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

Director’s name

and current

main position

(as of April 1, 2013)(1)

2012 2011 2010 2009 2008

Michel PEBEREAU

Honorary Chairman

of BNP Paribas

•	Honorary Chairman 

of BNP Paribas

•	Director of BNP 

Paribas, AXA, Total, 

Pargesa Holding,

EADS and BNP Paribas 

Suisse

•	Member of the 

Supervisory Board

of Banque Marocaine 

pour le Commerce et 

l’Industrie and Institut 

Aspen France

•	Non-voting Director 

of Galeries Lafayette

•	Chairman of the BNP 

Paribas Foundation 

and the Management 

Board of Institut 

d’Etudes Politiques

de Paris

•	Member of the 

Académie des Sciences 

Morales et Politique, 

the Executive Council 

of the MEDEF and

the Strategy Board

of the Institut de 

l’Entreprise

•	Chairman of the 

Board of Directors 

of BNP Paribas

•	Director of Axa, 

Lafarge, Total, Pargesa 

Holding, EADS and 

BNP Paribas Suisse

•	Chairman of the 

Supervisory Board

of Banque Marocaine 

pour le Commerce et 

l’Industrie

•	Non-voting director 

of Galeries Lafayette

•	Chairman of the 

European Financial 

Round Table, the 

Investment Banking 

Commission of the 

Fédération Bancaire 

Française, the 

Management Board of 

the Institut d’Etudes 

Politiques de Paris

•	Member of the 

Académie des Sciences 

Morales et Politiques, 

the Haut Conseil de 

l’Education, the 

Executive Council of 

the MEDEF, the Institut 

International d’Etudes 

Bancaires, the 

International Advisory 

Panel of the Monetary 

Authority of 

Singapore, and the 

International Business 

Leaders’ Advisory 

Council for the Mayor 

of Shanghai

•	Chairman of the 

Board of Directors

of BNP Paribas

•	Director of Lafarge, 

Total, Pargesa Holding, 

EADS and BNP Paribas 

Suisse

•	Chairman of the 

Supervisory Board

of Axa and Banque 

Marocaine pour

le Commerce et 

l’Industrie

•	Non-voting director 

of Galeries Lafayette

•	Chairman of the 

Investment Banking 

Commission of the 

Fédération Bancaire 

Française

•	President of Institut 

de l’Entreprise

•	Chairman of the 

Management Board of 

Institut d’Études 

Politiques de Paris

•	Chairman of the 

Supervisory Board of 

Institut Aspen France

•	Member of the 

Académie des Sciences 

Morales et Politiques, 

the Haut Conseil de 

l’Education, the 

Executive Council of 

the MEDEF, the Institut 

International d’Etudes 

Bancaires, the 

European Financial 

Round Table, the 

International Advisory 

Panel of the Monetary 

Reserve Bank of 

Singapore and the 

International Business 

Leaders’ Advisory 

Council for the Mayor 

of Shanghai

•	Chairman of the 

Board of Directors

of BNP Paribas

•	Director of Lafarge, 

Total, Pargesa Holding, 

EADS and BNP Paribas 

Suisse

•	Chairman of the 

Supervisory Board

of Axa and Banque 

Marocaine pour le 

Commerce et 

l’Industrie

•	Non-voting director 

of Galeries Lafayette

•	Chairman of the 

Investment Banking 

Commission of the 

Fédération Bancaire 

Française

•	President of Institut 

de l’Entreprise

•	Chairman of the 

Management Board

of Institut d’Études 

Politiques de Paris

•	Chairman of the 

Supervisory Board of 

Institut Aspen France

•	Member of the 

Académie des Sciences 

Morales et Politiques, 

the Haut Conseil de 

l’Education, the 

Executive Council of 

the MEDEF, the Institut 

International d’Etudes 

Bancaires, the 

European Financial 

Round Table, the 

International Advisory 

Panel of the Monetary 

Reserve Bank of 

Singapore and the 

International Business 

Leaders’ Advisory 

Council for the Mayor 

of Shanghai

•	Chairman of the 

Board of Directors

of BNP Paribas

•	Director of Lafarge, 

Total, Pargesa Holding, 

EADS and BNP Paribas 

Suisse

•	Chairman of the 

Supervisory Board

of Axa and Banque 

Marocaine pour le 

Commerce et 

l’Industrie

•	Non-voting director 

of Galeries Lafayette

•	Chairman of the 

Fédération Bancaire 

Européenne, the 

Investment Banking 

Commission of the 

Fédération Bancaire 

Française

•	President of Institut 

de l’Entreprise

•	Chairman of the 

Management Board of

Institut International 

d’Etudes Bancaires

and Institut d’Études 

Politiques de Paris

•	Chairman of the 

Supervisory Board of 

Institut Aspen France

•	Member of the 

Académie des Sciences 

Morales et Politiques, 

the Haut Conseil

de l’Education, the 

Executive Council

of the MEDEF, the 

European Financial 

Round Table, the 

International Advisory 

Panel of the Federal 

Reserve Bank of 

Singapore and of the 

International Business 

Leaders’ Advisory 

Council for the Mayor 

of Shanghai

Jacques PESTRE

Senior Vice-President

of Point.P 

•	Senior Vice-President

of Point.P 

•	Chairman and Chief 

Executive Officer

of BMSO, BMCE, 

SONEN and Docks

de l’Oise

•	Chairman of the 

Board of Directors

of Comasud

•	Chairman of BMRA 

SAS, MBM SAS, 

Cibomat SAS, Boch 

Frères SAS, Dépôt 

Services Carrelages 

SAS and Thuon SAS

•	Permanent 

representative

of Point.P 

Développement on

the Board of Directors 

of Nouveaux Docks

•	Chairman of the 

Supervisory Board

of the Saint-Gobain 

PEG France corporate 

mutual fund 

(Saint-Gobain

Group savings plan)

•	Senior Vice-President

of Point.P Group

•	Chairman of the 

Board of Directors, 

Chairman and Chief 

Executive Officer

or Director of the 

following Saint-Gobain 

Building Distribution 

companies: BMRA, 

Comasud, Cibomat, 

Dépôt Services 

Carrelages,

La Plateforme,

Boch Frères,

Thuon, Distribution 

Aménagement et 

Isolation, Asturienne

•	Chairman of the 

Supervisory Board

of the Saint-Gobain 

PEG France corporate 

mutual fund 

(Saint-Gobain

Group savings plan)

•	Regional

Vice-President

of Point.P Group

•	Chairman and Chief 

Executive Officer

or Director of the 

following Saint-Gobain 

Building Distribution 

companies: BMRA, 

Comasud, Cibomat, 

Dépôt Services 

Carrelages,

La Plateforme,

Boch Frères

•	Alternate Member

of the Supervisory 

Board of FCPE 

Saint-Gobain PEG 

France (the mutual 

fund for the 

Saint-Gobain

Group Savings Plan)

•	Regional

Vice-President

of Point.P Group

• Chairman and Chief 

Executive Officer

or Director of the 

following Saint-Gobain 

Building Distribution 

companies: BMRA, 

Comasud, Cibomat, 

Dépôt Services 

Carrelages,

La Plateforme,

Boch Frères

• Alternate Member

of the Supervisory 

Board of FCPE 

Saint-Gobain PEG 

France (the mutual 

fund for the 

Saint-Gobain

Group Savings Plan)

•	Regional

Vice-President

of Point.P Group

•	Chairman and Chief 

Executive Officer

or Director of the 

following Saint-Gobain 

Building Distribution 

companies: BMRA, 

Comasud, Cibomat, 

Dépôt Services 

Carrelages

(1) For the up-to-date list of directorships and other positions held as of April 1, 2013, see pages 73 to 75.

Saint-Gobain Registration Document 2012 • 78
CORPORATE GOVERNANCE

Director’s name

and current

main position

(as of April 1, 2013)(1)

2012 2011 2010 2009 2008

Olivia QIU

Global Head of Strategic 

Industries, Alcatel-Lucent

•	Global Head

of Strategic Industries 

Alcatel-Lucent

•	Global Head

of Strategic Industries 

Alcatel-Lucent

•	Regional Vice 

President, East Asia

•	Chief Executive 

Officer of AlcatelLucent Shanghai Bell

•	Director of 

Alcatel-Lucent 

Shanghai Bell

•	Vice Chairman of

the Board of Directors 

of Alcatel-Lucent 

Qingdao 

Telecommunications

•	Chairman of the 

Board of Directors

of Alcatel-Lucent 

Shanghai Bell 

Enterprise 

Communications Co., 

Ltd, Alcatel- Lucent 

Sichuan Bell 

Communication 

System Co. Ltd, Lucent 

Technologies Qingdao 

Telecommunications 

Enterprise Co. Ltd, 

Lucent Technologies 

Information & 

Communications

of Shanghai Ltd

•	Regional Vice 

President, East Asia

•	Chief Executive 

Officer of AlcatelLucent Shanghai Bell

•	Director of 

Alcatel-Lucent 

Shanghai Bell

•	Vice Chairman of

the Board of Directors 

of Alcatel-Lucent 

Qingdao 

Telecommunications

•	Chairman of the 

Board of Directors

of Alcatel-Lucent 

Shanghai Bell 

Enterprise 

Communications Co., 

Ltd, Alcatel- Lucent 

Sichuan Bell 

Communication 

System Co. Ltd, Lucent 

Technologies Qingdao 

Telecommunications 

Enterprise Co. Ltd, 

Lucent Technologies 

Information & 

Communications

of Shanghai Ltd

•	Regional Vice 

President, East Asia

•	Chief Executive 

Officer of AlcatelLucent Shanghai Bell

•	Director

of Alcatel-Lucent 

Shanghai Bell

•	Vice Chairman of

the Board of Directors 

of Alcatel-Lucent 

Qingdao 

Telecommunications

•	Chairman of the 

Board of Directors

of Alcatel-Lucent 

Shanghai Bell 

Enterprise 

Communications Co., 

Ltd, Alcatel- Lucent 

Sichuan Bell 

Communication 

System Co. Ltd, Lucent 

Technologies Qingdao 

Telecommunications 

Enterprise Co. Ltd, 

Lucent Technologies 

Information & 

Communications

of Shanghai Ltd

Denis RANQUE

Chairman of the Board

of Directors of EADS

•	Chairman of the 

Board of Directors

of Technicolor

•	Chairman of the 

Board of Directors

of Scilab Entreprises

•	Director of 

CMA-CGM

and CGG Veritas

•	Chairman of the 

Board of Directors

of Mines Paris Tech, 

Cercle de l’Industrie

and Association 

Nationale Recherche 

et Technologie

•	Chairman of the 

Board of Directors

of Technicolor

•	Chairman of the 

Board of Directors

of Scilab Entreprises

•	Director of 

CMA-CGM and CGG 

Veritas

•	Chairman of the 

Board of Directors

of Mines Paris Tech, 

Cercle de l’Industrie

and Association 

Nationale Recherche 

et Technologie

•	Director

of Technicolor

•	Chairman of the 

Board of Directors

of Mines Paris Tech, 

Cercle de l’Industrie

and Association 

Nationale Recherche 

et Technologie

•	Director

of CMA-CGM

•	Chairman and Chief 

Executive Officer

of Thales

•	Chairman of the 

Board of Directors

of the Ecole Nationale 

Supérieure des Mines 

de Paris and the Cercle 

de l’Industrie

•	First Vice-Chairman 

of GIFAS

•	Director of the 

Fondation de l’Ecole 

Polytechnique

•	Director

of CMA-CGM

•	Chairman and Chief 

Executive Officer

of Thales

•	Chairman of the 

Board of Directors

of the Ecole Nationale 

Supérieure des Mines 

de Paris and the Cercle 

de l’Industrie

•	First Vice-Chairman 

of GIFAS

•	Director of the 

Fondation de l’Ecole 

Polytechnique

Gilles SCHNEPP

Chairman and Chief Executive 

Officer of Legrand

•	Chairman

and Chief Executive 

Officer of Legrand

•	Chairman of the 

Board of Directors, 

President, Legal 

Manager, Director

or permanent 

representative of 

Legrand subsidiaries

•	Chairman

and Chief Executive 

Officer of Legrand

•	Chairman of the 

Board of Directors, 

Chairman of the 

Supervisory Board, 

Director or permanent 

representative of 

Legrand subsidiaries

•	Chairman

and Chief Executive 

Officer of Legrand 

France

•	Chairman of the 

Board of Directors, 

Chairman or Member 

of the Supervisory 

Board, President, 

Legal Manager, 

Director or permanent 

representative of 

Legrand subsidiaries

•	Chairman

and Chief Executive 

Officer of Legrand 

France

•	Chairman of the 

Board of Directors, 

Chairman or Member 

of the Supervisory 

Board, Director

or permanent 

representative of 

Legrand subsidiaries

•	Chairman

and Chief Executive 

Officer of Legrand 

France

•	Chairman

of the Board of 

Directors, Chairman

or Member of the 

Supervisory Board, 

Director or permanent 

representative of 

Legrand subsidiaries

Jean-Dominique SENARD

Chief Executive Officer

of Michelin 

•	Chief Executive 

Officer of Michelin 

•	Director of SEB

•	Non-General 

Managing Partner

of Michelin 

•	Director of SEB

•	Non-General 

Managing Partner

of Michelin 

•	Director of SEB

•	Non-General 

Managing Partner

of Michelin 

•	Director of SEB

•	Non-General 

Managing Partner

of Michelin 

Jean-Cyril SPINETTA

Chairman and Chief Executive 

Officer of Air France-KLM 

•	Chairman and Chief 

Executive Officer

of Air France-KLM

•	Chairman of the 

Supervisory Board

of Areva

•	Director of

Alcatel-Lucent

and Alitalia CAI

•	Chairman of the 

Board of Directors

of Air France and Air 

France-KLM

•	Chairman of the 

Supervisory Board

of Areva

•	Director of

Alcatel-Lucent

and Alitalia 

•	Chairman of the 

Board of Directors

of Air France and Air 

France-KLM

•	Chairman of the 

Supervisory Board

of Areva

•	Director of 

Alcatel-Lucent

and Alitalia 

•	Chairman of the 

Board of Directors

of Air France and Air 

France-KLM

•	Chairman of the 

Supervisory Board

of Areva

•	Director of 

Alcatel-Lucent

and Alitalia 

•	Chairman and Chief 

Executive Officer

of Air France-KLM

•	Chairman and Chief 

Executive Officer

of Air France 

•	Director of 

Alcatel-Lucent,

La Poste

and GDF-Suez

(1) For the up-to-date list of directorships and other positions held as of April 1, 2013, see pages 73 to 75.

Saint-Gobain Registration Document 2012 • 79

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

To the best of Compagnie de Saint-Gobain’s knowledge,

as of the date of this registration document, there are

no family relationships between the Company’s directors 

and, in the last five years, no director has been found guilty 

of fraud, been associated with a bankruptcy, sequestration 

or liquidation, been incriminated by or subject to an official 

public sanction issued by a statutory or regulatory 

authority, or been prevented by a court from acting as

a member of an administrative, management or supervisory 

body of an issuer of securities or from taking part

in managing or conducting an issuer’s business.

To the best of the Company’s knowledge, there are no 

conflicts of interest between Compagnie de Saint-Gobain 

and the personal and professional activities of the members 

of its Board of Directors and there are no service contracts 

between any members of the Board and either Compagnie 

de Saint-Gobain or any of its subsidiaries.

Board organization and practices

At its meeting on June 3, 2010, the Board of Directors

of Compagnie de Saint-Gobain decided to recombine

the functions of Chairman and Chief Executive Officer

by appointing Pierre-André de Chalendar as Chairman

and Chief Executive Officer and naming Jean-Louis Beffa

as Honorary Chairman, effective from the date of

the meeting. The roles of Chairman and Chief Executive 

Officer were separated in June 2007 to ensure a smooth 

handover of powers from Jean-Louis Beffa – then reaching 

the age limit for the position of Chief Executive Officer – 

and Pierre-André de Chalendar. Combining the two roles 

helps to ensure more responsive and efficient corporate 

governance and strategic management of Compagnie

de Saint-Gobain. It is particularly advantageous in a period 

of challenging economic conditions. Moreover, the decision 

to combine the two roles once again was in line with

the Group’s longstanding management tradition.

In line with the guidelines in the AFEP-MEDEF code, the Board 

of Directors adopted a set of internal rules in 2003,

which have since been updated several times. The version 

applicable as of February 1, 2013 was approved by the 

Board of Directors during its meeting of February 25, 2010.

The Internal Rules of the Board of Directors describe the 

Board’s organization and practices. They can be summarized 

as follows:

I - Board meetings

The Board holds seven scheduled meetings each year.

The minutes of each meeting are sent to the directors

at the same time as the agenda for the next meeting. 

They are approved at that meeting and the final minutes 

are then sent with the agenda for the following meeting. 

Except for the meetings held to approve the annual 

financial statements of the Company and the Group

and the registration document, directors who take part 

using videoconference or other telecommunication 

technologies without any break in transmission, enabling 

them to be identified and to participate actively in the 

discussion, are deemed to be present for the calculation 

of the quorum and voting majority.

II – Information for directors

When each meeting is called, as well as the agenda, 

directors are provided with various financial analyses, 

press cuttings about the Saint-Gobain Group published

in the period since the last Board meeting, and copies

of the presentations to be made during the meeting.

The information file for the meeting to approve the 

annual financial statements also includes the draft 

registration document, consolidated financial statements 

and Company financial statements, while the file for

the meeting to approve the interim financial statements 

includes the draft interim consolidated financial 

statements and Company financial statements.

The information file handed out to the directors at each 

meeting includes an analysis of the Group’s year-to-date 

operating income and its net debt at the previous 

month-end, plus details of Saint-Gobain’s share 

performance compared with the CAC 40 and an industry 

index. One Board meeting is held at a different site each 

year, to give the directors an opportunity to also visit the 

site concerned. Between meetings, the directors receive 

copies of all press releases issued by the Company, along 

with relevant information about events or transactions 

that are material for the Group. The directors have the 

right to ask for all other documents that they consider 

necessary to make an informed contribution to the 

Board’s discussions; the request is made to the Chairman 

of the Board of Directors who may submit the request

to the Board for a decision. Directors may also ask to 

meet senior executives of the Group and to request that 

no executive directors are present; in the latter case, the 

request is made to the Chairman of the Board of Directors 

who may submit the request to the Board for a decision.

III - Board activities

The Board examines all issues that fall within its remit

as specified in the applicable laws and regulations and

the Company’s bylaws. In addition, a meeting is held

at least once a year to review and decide on the Group’s 

overall strategy. All capital expenditure, restructuring, 

acquisition and financial investment and divestment 

projects individually representing over €150 million must 

be submitted to the Board for prior approval, along

with any material transactions that fall outside the 

Group’s stated strategy. For urgent matters where there

is not enough time to call a Board meeting, the Chairman 

of the Board provides the directors with all relevant 

information by the most efficient method in order

to obtain their opinion.

Saint-Gobain Registration Document 2012 • 80
CORPORATE GOVERNANCE

The Board’s practices are reviewed during at least

one meeting each year and formal assessments of its 

organization and practices are conducted periodically 

with the guidance of the Appointments and Remuneration 

Committee. The results of the assessment are reviewed at 

the next Board meeting. Every year, the Board also 

reviews each director’s situation in relation to the 

independence criteria set out in the AFEP-MEDEF code, 

based on a report prepared by the Appointments and 

Remuneration Committee. The results of the review are 

reported to shareholders in the registration document. 

Lastly, the non-executive directors may meet during or 

after one Board meeting without the executive director 

being present, so that they can assess the executive 

director’s performance and consider the Group’s future 

senior management line-up.

IV – Committees of the Board

Three committees of the Board – the Financial Statements 

Committee, the Appointments and Remuneration 

Committee and the Strategy Committee (which was set up 

in June 2008)

– prepare presentations of the issues submitted to

the Board in their respective areas. These committees, 

whose members are appointed by the Board, may 

commission technical reports by outside experts

– the costs of which are paid by Compagnie de SaintGobain – and consult Group executives after notifying

the Chairman and Chief Executive Officer. The Board’s 

internal rules also cover the duties and practices

of the three committees of the Board. A description

of their duties is provided below in the section on each 

committee.

V - Directors’ obligations and duties

Under French securities regulations, directors are qualified 

as permanent insiders and as such are required to comply 

with the laws and regulations concerning insider trading. 

Directors are also prohibited from trading directly

or indirectly in Compagnie de Saint-Gobain’s shares

or in derivative instruments that have Compagnie de 

Saint-Gobain’s shares as the underlying, during the 

45 days preceding the Board meetings at which the annual

and interim consolidated financial statements are reviewed 

and the day after these meetings (referred to as “negative 

windows”)(1).

As well as complying with the duty of discretion imposed

by law, directors are required to treat as strictly confidential 

all documents and information submitted to the Board

and all matters discussed during Board meetings, for as

long as they have not been made public. 

Directors must also avoid any actual or potential conflicts

of interest, whether direct or indirect, and if any such 

conflicts of interest should arise, they must inform

the Chairman and Chief Executive Officer and refrain

from participating in discussions and votes on the topics 

concerned.

In accordance with French securities legislation, directors 

must disclose to the Autorité des Marchés Financiers details 

of all of their transactions in Compagnie de Saint-Gobain 

shares.

VI - Attendance fees

The Board’s internal rules also specify the basis on which 

attendance fees are to be allocated among the directors. 

For further information, see the relevant section(2).

VII - Other provisions of the internal rules

The internal rules also allow for directors to receive additional 

training about the Group’s businesses and the accounting, 

financial and operational aspects of its activities. They

also stipulate that directors must attend General Meetings

of shareholders. 

Board assessments

Assessments of the Board’s performance are carried

out each year, in accordance with its internal rules. These 

assessments are conducted with the assistance of outside 

consultants(3) every three years and by the Appointments 

and Remuneration Committee in intermediate years, based 

on a questionnaire sent to each director by the Committee 

Chairman(4). 

The organization of the 2012 assessment was decided

by the Board at its meeting of March 22, 2012, based

on the recommendation of the Appointments and 

Remuneration Committee. Directors were given the choice 

between filling out a questionnaire and discussing the 

Board’s performance during a one-to-one meeting with the 

Chairman of the Appointments and Remuneration 

Committee.

The consultation process took place between April 3

and May 2, 2012 with all directors taking part; six chose

to fill out the questionnaire and the eight others opted

for one-to-one meetings, in six cases by telephone.

The directors all considered that further advances had been 

made since the last assessment in the areas of organization 

and the choice of matters discussed at Board meetings,

and they all rated the current situation as satisfactory.

Their suggestions concerning topics to be looked at in more 

detail or more regularly will be taken into account. 

All of the directors also rated favorably the way that

the Chairman fulfills his role and organizes and leads

Board discussions.

In addition, they considered that the 2010 decision to 

combine the roles of Chairman and Chief Executive Officer 

was and remained appropriate, although one director

stated that this did not rule out the possibility of revisiting 

the decision at a future date.

(1) The ban on trading in the Company’s shares during these negative windows also applies to senior executives

and other employees with access to inside information.

(2) See page 85 

(3) 2000 Annual Report, page 55 ; 2003 Annual Report, page 26 ; 2006 Annual Report, page 26; 2010 Annual Report, page 74.

(4) For details of the 2011 assessment, see 2011 Annual Report , page 74.

Saint-Gobain Registration Document 2012 • 81

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

Overall, the directors considered that Compagnie

de Saint-Gobain’s Board of Directors is of a very high 

quality and has made significant advances, particularly

with the organization of the strategy seminar in response

to recommendations made at previous self-assessments.

The results of the assessment were communicated to

the Board members and discussed during the Board meeting 

of May 24, 2012.

Director induction process

The Board of Directors meets once a year at one of

the Group’s plants or research centers. This year, it was

the turn of the Saint-Gobain Research Center in 

Aubervillliers to play host. Each new director may ask

for training on the topic of his or her choice and visit

the Group’s plants, distribution facilities or research centers.

Board meetings

The Board of Directors met ten times in 2012, with an average 

attendance rate of 88%. Seven of the seventeen directors 

participated in all of the meetings (the Board has sixteen 

members, but one director’s term expired during the year 

and he was replaced). Eight missed just one meeting,

one missed two meetings and one missed three.

At each meeting, the Board reviewed changes in

the Group’s situation since the last meeting. At four

of the seven meetings, including a half-day seminar

devoted to presentations by the Sector Presidents,

the Board discussed and approved the Group’s strategic 

goals or a specific aspect of the strategy (such as China,

the Solar business, disposals or acquisitions in progress,

or the impact on the Group of various economic scenarios), 

where appropriate after hearing the comments

of the member of senior management responsible

for the Activity concerned.

In line with its statutory role, the Board approved the 

annual and interim financial statements of the Company

and the Group, as well as the various reports issued

with the financial statements, after hearing the comments 

of the Financial Statements Committee and the auditors.

The Board decided on the fixed and variable compensation 

to be paid to Pierre-André de Chalendar. It approved

the resolutions to be tabled at the Annual General Meeting 

as well as the various reports and documents containing 

financial projections. It discussed the Company’s gender 

equality and equal pay policies, renewed the authorizations 

to issue bonds and guarantees, and decided to cancel shares 

held in treasury stock.

In line with the recommendations in the AFEP-MEDEF code, 

it assessed its practices. It also assessed the situation

of each director in relation to the independence criteria 

included in the AFEP-MEDEF code and made proposals 

regarding the election of five directors at the Annual 

General Meeting on June 6, 2013. 

The Board examined the situation of the Company

and the Group in relation to certain risks, procedures, 

claims, and regulatory changes, and reviewed 

implementation of the Group’s Compliance program

as well as the changes made to this program.

It decided on the stock option and performance share plans 

to be set up for certain categories of employees, including 

the applicable performance criteria, and approved

in principle the creation of a long-term incentive plan. 

Lastly, as part of the ongoing drive to promote employee 

share ownership, the Board decided to launch a new 

employee rights issue for current and former employees, 

corresponding to just under 1% of the Company’s capital. 

Committees of the Board

Financial Statements Committee

Chairman: 

Mr. Michel PÉBEREAU

(Honorary Chairman of BNP Paribas)

Members: 

Mr. Jean-Dominique SENARD

(Chief Executive Officer of Michelin)

Mr. Jean-Martin FOLZ

(Chairman of the Board of Directors

of Eutelsat Communications)

Mr. Frédéric LEMOINE

(Chairman of the Management Board of Wendel)

Mr. Denis RANQUE

(Chairman of the Board of Directors of EADS)

As of February 1, 2013, three of the five Committee 

members (60%) were independent directors. No executive 

directors sit on the Committee. By virtue of their current

or past positions, each Committee member has considerable 

experience and high-level expertise in financial

and accounting matters.

Saint-Gobain Registration Document 2012 • 82
CORPORATE GOVERNANCE

In line with the Board of Directors’ internal rules in force

at end-February 2013, the Financial Statements Committee:

 oversees the following matters without encroaching

on the role specifically vested in the Board of Directors:

 - the processes used to prepare financial information,

 - the effectiveness of internal control and risk

management systems,

 - the work performed by the auditors on the financial

statements of the Company and the Group,

 - the auditors’ independence;

 ensures that any questions relating to the preparation

and control of accounting and financial information

are followed up, that the accounting policies used

to prepare the financial statements are both appropriate 

and applied consistently from one period to the next,

and that the internal procedures used to collect

and control accounting and financial information

provide the necessary assurance in this regard;

 reviews the interim and annual financial statements

of the Company and the Group, as presented by senior 

management, prior to their examination by the Board

of Directors;

 reviews the scope of consolidation and the reasons

why any companies have been excluded;

 reviews material risks and off-balance sheet commitments,

based on an explanatory report prepared by the Chief 

Financial Officer;

 receives updates from senior management on 

the organization and operation of the risk management 

system;

 reviews the Group’s internal control action plan

and receives updates at least once a year on

the plan’s results;

 makes recommendations concerning the organization

of the internal audit function and receives a copy

of the internal audit program as well as executive 

summaries of the internal audit reports;

 reviews the external auditors’ work plan and conclusions

as well as the post-audit report prepared by the auditors 

concerning their main observations and the accounting 

options selected for the preparation of the financial 

statements;

 conducts the auditor selection process, expresses

an opinion on the proposed statutory audit fee budget, 

submits the results of the selection process to the Board 

and puts forward candidates to be appointed

by the shareholders;

 reviews the advisory and other services that the auditors

and the members of their network are authorized

to provide to Compagnie de Saint-Gobain and other

Group entities under auditor independence rules;

 obtains from the auditors the breakdown of the fees

paid to them and to the members of their network by

the Group over the past year, by category of service, 

and reports to the Board its opinion concerning

the auditors’ independence.

The Financial Statements Committee met three times in 2012, 

in February, July and September, with an attendance rate

of 100%. Two of these meetings, held in February and July, 

were devoted to reviewing in detail the financial statements

of the Company and Group for the year ended December 31, 

2011 and the six months ended June 30, 2012 and discussing 

these accounts with the Chief Executive Officer, the Chief 

Financial Officer and the auditors.

At both of these meetings, the Committee discussed with

the auditors the main audit issues raised with the Finance 

Department during the accounts closing process, particularly 

the key risk exposures and material off-balance sheet 

commitments described in the Chief Financial Officer’s 

explanatory report to the Committee.

During the year the Committee received regular updates

of the situation concerning asbestos litigation in the United 

States. It discussed in detail with the auditors the financial

and accounting consequences of this litigation for the 

American subsidiaries and the Group, in order to present

a report on this issue to the Board at subsequent meetings. 

The Committee also obtained information from each of

the auditors concerning the amount of fees paid to them

by Group companies in 2012 for statutory audit work

and other services. The auditors’ fees for 2011 and 2012

are presented on page 97. A procedure issued in 2003 clearly 

defines the services that may be provided by the Group’s 

auditors and the members of their networks, and the services 

that are prohibited.

In 2012, the Committee also reviewed (i) the draft report

of the Chairman on internal control and risk management, (ii) 

the Group’s internal control framework, (iii) a report prepared 

by the auditors on cash management transactions, (iv)

the Internal Audit and Internal Control department’s activity 

report for 2011, its 2012 audit program and its report

on major fraud incidents, and (v) the activity report of

the Doctrine Department.

Saint-Gobain Registration Document 2012 • 83

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

During the year, the Committee held one-on-one discussions 

with the auditors, the Vice-President – Financial Management, 

the Vice-President – Treasury, Financing, Risks & Insurance,

the Senior Vice-President in charge of Internal Audit & Internal 

Control, and the Chief Financial Officer, in accordance with

the recommendations of the AFEP-MEDEF code.

The Financial Statements Committee reported to the Board

on its activities during the Board meetings of February 16, 

July 26 and September 20, 2012.

Appointments and Remuneration Committee 

Chairman: 

Mr. Jean-Martin FOLZ

(Chairman of the Board oF Directors

of Eutelsat Communications)

Members: 

Mr. Bernard GAUTIER

(Member of the Management Board of Wendel)

Mrs. Sylvia JAY

(Chairman of L’Oréal UK and Ireland)

Mr. Jean-Cyril SPINETTA 

(Chairman and Chief Executive Officer

of Air France-KLM)

As of February 1, 2013, three of the Committee’s

four members, including the Chairman, were independent 

directors. 

The Appointments and Remuneration Committee fulfills the 

duties of both a remunerations committee and a nominations 

committee provided for in the AFEP-MEDEF code.

The Committee’s remit, as defined in the Board of Directors’ 

internal rules in force at end-February 2013, is to: 

 make proposals to the Board in all cases where one

or more seats on the Board fall vacant or the terms of

one or more directors are due to expire. The Committee 

organizes the procedure to select candidates for election 

as independent directors, based on the independence 

criteria set out in the AFEP-MEDEF code;

 review annually each director’s situation in relation to

the independence criteria set out in the AFEP-MEDEF 

code, and report its conclusions to the Board;

 recommend candidates to the Board in the event that

the position of Chairman of the Board falls vacant

for whatever reason;

 review proposals by the Chairman of the Board for

the appointment of a Chief Executive Officer and/or

one or more Chief Operating Officers, and report

its conclusions to the Board;

 make recommendations to the Board concerning

the Chairman’s compensation package, including pension 

benefits, and the criteria to be applied to determine

his bonus, as well as the other aspects of his position;

 make recommendations on the same issues for the Chief 

Executive Officer and/or the Chief Operating Officer(s);

 discuss the Group’s overall stock option policy

and whether the options should be exercisable for new

or existing shares, and review senior management’s 

proposals concerning stock option plans for Group 

employees;

 make recommendations concerning stock option grants

to the Chairman of the Board and the members of senior 

management;

 the Committee also makes presentations to support

the Board’s consideration of corporate governance

issues and leads periodic assessments of the Board’s 

organization and practices.

The Appointments and Remuneration Committee met three 

times in 2012, in February, September and November, with 

an average attendance rate of 92%. The Committee made 

recommendations to the Board on Pierre-André

de Chalendar’s 2011 bonus, as well as on the amount

of his salary for 2012 and the performance criteria

to be applied to determine his 2012 bonus (see page 87).

It reviewed issues arising from the fact that the terms

of five directors were due to expire at the Annual General 

Meeting of June 6, 2013 and, with the assistance of a firm 

of consultants, launched a search for candidates to fill two 

of the three vacant seats, subject to shareholder approval. 

The Committee also discussed (i) the performance unit plan 

to be set up by the Chairman and Chief Executive Officer 

and the performance stock option and performance share 

plans(1) to be set up by the Board – all consisting of deferred, 

variable compensation payable to certain employees subject 

to performance criteria being met – and (ii) the performance 

units and performance stock options to be granted to

the Chief Executive Officer. It reviewed the proposed plan 

terms, decided on the performance criteria that

it considered should be applied, and also decided

to recommend that the performance units, shares

or stock options should be forfeited if the grantee were

to leave the Group before the end of the vesting period. 

The Appointments and Remuneration Committee reported 

to the Board on its activities during the Board meetings of 

February 16, September 20 and November 22, 2012.

 (1) The Group’s stock option policy and the characteristics of the current 

stock option and performance share plans are presented on pages 85 to 86. 

Saint-Gobain Registration Document 2012 • 84
CORPORATE GOVERNANCE

Strategy Committee

Chairman: 

Mr. Jean-Cyril SPINETTA

(Chairman and Chief Executive Officer

of the Air France-KLM Group)

Members: 

Mr. Pierre-André de CHALENDAR

(Chairman and Chief Executive Officer

of Compagnie de Saint-Gobain)

Mr. Frédéric LEMOINE

(Chairman of the Management Board of Wendel)

As of February 1, 2013, the Strategy Committee

was chaired by an independent director.

In accordance with the Board of Directors’ internal rules

in force at end-February 2013, the Strategy Committee

is responsible for examining and identifying improvements 

to the Group’s business plan as well as reviewing

any strategic issues proposed by its members.

The Strategy Committee met five times in 2012,

with an attendance rate of 100%. During these meetings,

the Committee discussed the 2012 budget, the outlook

and development of the Group’s business in China, 

developments in the Group’s solar business, acquisitions

and disposals in progress and the potential impact

on the Group of various economic scenarios. 

The Committee reported to the Board on its activities 

during the Board meetings of March 22, May 24, June 7, 

September 20 and November 22, 2012. 

Directors’ Compensation

At the Annual General Meeting of June 8, 2006, 

shareholders awarded attendance fees of €800,000

per year to directors. This amount has remained unchanged 

since then.

On March 19, 2009, the Board decided to allocate

this amount as follows, for 2009 and subsequent years:

 the Chairman and Chief Executive Officer does

not receive any attendance fees;

 the other directors each receive a fixed amount

of €22,500 per year plus €3,000 for each Board

meeting attended during the year;

 in addition, the Chairmen and members of the Financial 

Statements Committee, the Appointments and 

Remuneration Committee and the Strategy Committee 

(excluding Pierre-André de Chalendar) each receive a 

fixed amount of €5,000 and €2,500 per year, respectively, 

plus €2,000 for each Committee meeting attended 

during the year;

 for directors who are elected or retire/resign from

the Board during the year, the fixed fee is prorated

to the actual period served;

 the fees are paid in two half-yearly installments

in arrears, with any balance available from the annual 

amount distributed at the beginning of the next year 

based on each director’s attendance rate at the prior 

year’s Board meetings.

The total fixed and variable fees paid to each individual 

director in respect of 2012 are shown in table 3 below.

Stock option plans – Performance

share plans – Principles and rules

decided by the Board of Directors

– Performance unit plan

Stock option plans have been set up by the Board

of Directors every year since 1987. The option exercise 

periods for the plans set up between 1987 and 2002

have expired, meaning that these plans are now terminated.

Options granted under the 2003-2007 plans are exercisable 

for new shares. For plans set up between 2008 and 2011, 

the Board decided that the origin of the shares

(new shares or treasury stock) would be determined

at the latest on the day preceding the start of the exercise 

period. If any options were to be exercised before

the Board made its decision, the grantees would receive 

new shares. Options granted in 2012 are exercisable

for new shares.

Performance share plans have also been approved

by the Board of Directors every year since 2009.

All of the above plans were approved by the Board after 

they had been reviewed and recommended for approval

by the Appointments and Remuneration Committee. 

At its meeting on November 22, 2012, the Board of Directors 

decided to set up a stock option plan (exercisable for new 

shares) and a performance share plan (with shares to

be allocated out of treasury stock). The Board also 

approved in principle the creation of a long-term incentive 

plan based on performance units to be implemented by

the Chairman and Chief Executive Officer.

The plans concern 1,753 grantees corresponding

to high-potential managers and managers who have 

performed exceptionally well (164 grantees), the key 

corporate and line executives in the Sectors and Delegations 

(1,545 grantees), members of the Group Coordination 

Committee excluding the senior executive team

(33 grantees) and Group Executive Management 

(11 grantees). In all, the grantees represent 50 different 

nationalities and are based in 49 different countries.

The plans involve a total of 253,000 stock options, 

542,370 performance shares for grantees located outside 

France and 536,400 performance units for grantees in 

France.

Saint-Gobain Registration Document 2012 • 85

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CORPORATE GOVERNANCE

Performance units entitle the grantees to a long-term cash 

incentive payable between November 22, 2016 and 

November 21, 2022 provided that they are still employed 

by the Group when they apply to cash in the units and

the performance conditions are met. The cash incentive

per unit is equal to the Saint-Gobain share price on

the reference date (corresponding to the trading day 

following the date of receipt of the request to cash

in the units) plus all dividends paid or other distributions 

made between November 22, 2016 and the reference date. 

The performance units constitute an operating expense

that is adjustable each year, but they do not lead to any 

dilution of existing shareholders’ interests because they

are settled in cash and not in shares.

The members of the Group Coordination Committee 

received a combination of stock options and performance 

units (Committee members in France) or stock options

and performance shares (Committee members outside 

France). The other grantees received only performance 

shares or performance units, depending on their country

of residence.

The performance conditions attached to the stock options, 

performance shares and performance units are as follows:

- the grantee must be an employee or officer of

a Saint-Gobain company throughout the period up to

the exercise date of the stock options and/or throughout 

the vesting period of the performance shares or throughout 

the period until the performance units are cashed in,

except in a number of defined specific cases such as death, 

category 2 or 3 disability, no-fault dismissal, mutually-agreed 

contract termination, retirement, intra-Group transfer,

or sale of the grantee’s host company to an external entity;

- exercise of the stock options is contingent on

Saint-Gobain’s stock market performance compared with

a reference stock market index which is based for 50%

on the CAC 40 and for 50% on a sample of eight listed 

companies(1) operating in one or more of Saint-Gobain’s 

businesses (with each accounting for 1/8th of the 50%).

The performance shares and performance units will vest 

based on the achievement of the average ROCE(2) target

set for the Group. 

The applicable performance conditions are as follows:

a) For the stock options, Saint-Gobain’s stock market 

performance will be calculated by comparing average

prices for Saint-Gobain shares for the six months to 

November 22, 2012 with the average prices for the six 

months to November 22, 2016. Based on this comparison,

at the end of the four-year vesting period the options

will be exercisable as follows:

 if Saint-Gobain’s stock market performance exceeds

that of the reference index by at least 10%,

all of the options will be exercisable,

 if Saint-Gobain’s stock market performance is between

10% higher and 20% lower than that of the reference

index, the number of exercisable options will be

calculated by the following formula: 

([Saint-Gobain’s stock market performance/

performance of the index] -80%) / (110% - 80%)

 if Saint-Gobain’s stock market performance is 20%

or more below that of the reference index, none

of the options will be exercisable;

b) For the performance shares, the performance condition 

is based on the Group’s average ROCE for the years 2013, 

2014 and 2015, adjusted to exclude the effect of any 

changes in accounting principles:

 if average ROCE is at least 10.5%, all of the performance

shares will vest,

 if average ROCE is between 8.5% and 10.5%, the 

proportion of shares that vest will be calculated by the 

following formula:

(Average ROCE – 8.5%) / (10.5% - 8.5%)

 If average ROCE is 8.5% or lower, none of the performance

shares will vest. 

However, the first 100 shares allocated to each garantee

are exempt from performance conditions (except for shares 

allocated to Coordination Committee members which

are all subject to performance conditions);

c) For the performance units, the performance condition

is based on the Group’s average ROCE for the years 2013, 

2014 and 2015, adjusted to exclude the effect of any 

changes in accounting principles:

 if average ROCE is at least 10.5%, all of the performance 

units will vest,

 if average ROCE is between 8.5% and 10.5%, 

the proportion of units that vest will be calculated by 

the following formula:

Number of performance units x (average ROCE – 8.5%)

/ (10.5% - 8.5%)

 if average ROCE is 8.5% or lower, none of the performance 

units will vest.

The exercise price of the options granted in November 2012 

was set at the average of the prices quoted for Saint-Gobain 

shares over the 20 trading days preceding the grant date, 

i.e. €27.71.

There are no other stock option plans in progress

and no other options on the shares of French or foreign 

listed or unlisted Group companies.

(1) NSG, 3M, Imerys, CRH, Travis Perkins, Wolseley, Owens Corning and Rockwool.

Saint-Gobain Registration Document 2012 • 86 (2) Return On Capital Employed.
CORPORATE GOVERNANCE

Compensation and benefits of the 

Chairman and Chief Executive Officer

The principles and rules governing the compensation

and benefits of the Chairman and Chief Executive Officer 

for 2012 were decided by the Board at its meetings

on February 16 and November 22, 2012, based on

the recommendations of the Appointments and 

Remuneration Committee, as follows:

Salary and bonus

Pierre-André de Chalendar’s compensation as decided

by the Board on February 16, 2012, comprised an annual 

salary of €1,100,000 and a variable bonus of up to

1.5 time salary. 

 Sixty percent of the bonus was based on four financial

indicators – the Group’s return on capital employed (ROCE),

operating income, earnings per share and operating free

cash flow – each counting for one quarter of the 60%. 

 The other 40% was based on qualitative objectives related

to the Group’s strategic development, implementation

of the main lines of the strategic plan presented

to investors on November 15, 2010, the Group’s

responsiveness to changes in raw materials and energy

costs and effective governance by the Board.

Stock options and performance shares

 At its meeting of November 22, 2012, the Board

granted 50,000 stock options (but no performance

shares) to Pierre-André de Chalendar. The performance 

and other conditions attached to the options are

described above, page 86. 

 As provided for in article L.225-185 of the French

Commercial Code, the Board decided that 50%

of the net capital gain (after deducting payroll taxes

and other personal taxes) realized by Pierre-André

de Chalendar on the sale of shares acquired upon

exercise of the options granted to him must be reinvested 

in Saint-Gobain shares until such time as he steps down 

from the position of Chairman and Chief Executive Officer.

This obligation will cease to apply if and when the total 

number of Saint-Gobain shares held personally

by Mr. de Chalendar in registered form represents

the equivalent of five years’ gross salary.

In order to calculate the number of years, months

and days of gross salary that Mr. de Chalendar’s registered 

shares represent, the total number of Saint-Gobain

shares that he holds personally in registered form will be 

multiplied by the opening price quoted for Saint-Gobain 

shares on the option exercise date and compared with

the amount of his gross salary applicable at that time.

Details of the compensation paid to Pierre-André

de Chalendar are provided in tables 1 and 2 below.

Performance units

 At its meeting of November 22, 2012, the Board

also granted 60,000 performance units to

Pierre-André de Chalendar. The performance and other 

conditions attached to the units are described above,

page 86. 

 The value of these performance units, as determined

by the method used in preparing the consolidated 

financial statements, is €1,159,200.

Concerning termination benefits awarded to executive 

directors whose disclosure is required by law (article 

L.225-42-1 of the Commercial Code), at the Annual General 

Meeting of June 3, 2010, shareholders approved the Board’s 

decision to modify the commitment previously given

to Pierre-André de Chalendar in his capacity as

Chief Executive Officer, as follows:

- Compensation for loss of office will be paid

to Pierre-André de Chalendar if and only if:

a) he is removed from office or his appointment

as Chief Executive Officer is not renewed other than

as a result of gross or willful misconduct or serious 

misconduct not related to his duties as Chief Executive 

Officer, or

b) he is forced to resign within the twelve months

following the date of approval by the shareholders

of a merger or demerger affecting Compagnie de

Saint-Gobain, or the date on which a third party

or group of third parties acquires control of the Company, 

or the announcement by Compagnie de Saint-Gobain’s 

management bodies of a significant shift in the Group’s 

strategy leading to a major change in its business.

 In the event of termination of his duties as Chief

Executive Officer in the circumstances described

above, Pierre-André de Chalendar will be entitled

to compensation for loss of office of up to two times

the sum of his most recent annual salary as Chief 

Executive Officer on the day of said termination

plus his average annual bonus as Chief Executive Officer 

for the last three years (or, if he has been Chief Executive 

Officer for less than three years, for the number

of full years that have elapsed since his appointment

as Chief Executive Officer).

(1) Cash Flow Libre d’Exploitation Saint-Gobain Registration Document 2012 • 87

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

Payment of the compensation for loss of office will be 

subject to fulfillment of a performance condition evidenced 

by the Board of Directors’ decision to award him an average 

bonus at least equal to one half of the average maximum 

bonus for the last three years (or, if he has been Chief 

Executive Officer for less than three years, for the number 

of full years that have elapsed since his appointment

as Chief Executive Officer).

No compensation for loss of office will be due if

Pierre-André de Chalendar leaves Compagnie de

Saint-Gobain (i) at his own initiative in circumstances

other than those described above, or (ii) in one of

the circumstances described above, if he would have

been eligible to retire during the following twelve

months and to receive a pension under the SGPM

defined benefit plan.

 Shareholders at the Annual General Meeting of June 3, 

2010 also ratified the Board’s decision according to

which, in the event of termination of Pierre-André

de Chalendar’s duties as Chief Executive Officer

in circumstances qualifying him for compensation

for loss of office, the Board of Directors may decide,

on the recommendation of the Appointments and 

Remuneration Committee, to maintain or to cancel his 

rights to all or some

of the Saint-Gobain stock options and performance

shares granted to him up to the termination date

that have not yet expired or have not yet been delivered, 

as applicable, provided that the performance conditions 

specified in the plan rules have been fulfilled.

 As Chief Executive Officer, Pierre-André de Chalendar

will continue to be fully covered by the SGPM defined 

benefit pension plan, in the same way as all other plan 

participants(1). His pension will be based on his final year’s 

salary and his years of service will be calculated

as from October 1, 1989. If he were to leave after 

completing the maximum number of pensionable years’ 

service under the SGPM plan, he would be entitled

to total pension benefits (including benefits paid under

the compulsory basic and supplementary pension 

schemes) representing a guaranteed replacement rate

of approximately 47% of his final year’s salary.

The seniority-based supplementary pension benefits 

under the SGPM plan that would be paid by Compagnie

de Saint-Gobain would therefore correspond to

the difference between the guaranteed total benefits

and the benefits paid under the compulsory basic

and supplementary pension schemes.

The Annual General Meeting also:

 approved the signature of a non-compete agreement

in which Pierre-André de Chalendar has given an irrevocable 

undertaking not to participate in, acquire or hold any interest 

in any competitor (as defined in the agreement) of Compagnie 

de Saint-Gobain or any Saint-Gobain Group company

during a period of one year from the date on which

his functions as Chief Executive Officer are terminated

in circumstances qualifying him for compensation for loss

of office. The indemnity that would be payable to

Pierre-André de Chalendar under the non-compete agreement 

is set at the equivalent of one year’s total gross compensation. 

For the purpose of this agreement, his gross annual 

compensation is considered as comprising the same

fixed and variable amounts used to calculate his 

compensation for loss of office referred to above.

Under no circumstances will the sum of the indemnity

under the non-compete agreement and the compensation

for loss of office exceed two times Mr. de Chalendar’s

total gross annual compensation;

 approved the signature of addenda to the URPIMMEC 

group death, disability and health insurance policy

in which the persons covered by the policy and riders

are defined as employees with an employment contract 

and executive directors (mandataires sociaux assimilés 

aux salariés) as defined in Article L.311-3 12° of France’s 

Social Security Code.

Pierre-André de Chalendar tendered his resignation

under his employment contract on June 3, 2010.

He had the use of a chauffeur-driven company car in 2012. 

Pierre-André de Chalendar does not receive any directors’ 

attendance fees from Compagnie de Saint-Gobain

or from any Saint-Gobain subsidiary. 

The following tables have been prepared in accordance

with the recommendations contained in the AFEP-MEDEF 

code and the AMF’s December 2008 recommendation

on the information about management compensation

to be disclosed in the registration document.

(1) The SGPM pension plan covers all employees who joined Compagnie 

de Saint-Gobain before January 1, 1994 and who retire at 60 or over

on a full pension under the compulsory government-sponsored schemes 

after contributing to the SGPM plan for at least 15 years. Benefits under 

the plan are determined so that retirees receive a guaranteed total 

income in retirement. The guaranteed amount depends on the retiree’s 

years of service (up to 35 years), and is determined on a declining scale 

for each tranche of gross annual compensation excluding exceptional

or temporary payments. Benefits received by the retiree under other 

basic and supplementary pension plans during the period are deducted 

from the guaranteed amount for the purpose of calculating the plan 

benefits. The seniority-based supplementary pension benefit 

corresponds to the difference between the total guaranteed income

and the deductible benefits. As of December 31, 2012, 245 retired 

former employees of Compagnie de Saint-Gobain were receiving benefits 

under the plan and a further 67 active employees would

be entitled to benefits on retirement.

Saint-Gobain Registration Document 2012 • 88
CORPORATE GOVERNANCE

 1. Total compensation, stock options and performance shares awarded to the Chairman and Chief Executive Officer

(in euros, before payroll taxes and income tax) 2012 2011

Pierre-André de CHALENDAR, Chief Executive Officer 

Compensation for the year (see Table 2 for details) 1,938,880 2,332,265

Value of stock options granted during the year (see Table 4 for details) 174,500 167,000 

Value of performance shares granted during the year (see Table 6 for details) 0 567,600 

Total 2,113,380 3,066,865

2. Compensation and benefits awarded to the Chairman and Chief Executive Officer

(in euros, before payroll taxes and income tax) 2012 2011

Pierre-André de CHALENDAR,

Chairman and Chief Executive Officer 

Amount due Amount paid Amount due Amount paid 

Salary 1,101,328 1,101,328 1,102,013 1,102,013

Bonus 834,900 1,227,600 1,227,600 1,460,137

Exceptional bonus 0 0 0 0

Directors’ attendance fees 0 0 0 0

Benefits in kind: - Accommodation

 - Company car 2,652 2,652 2,652 2,652

Total 1,938,880 2,331,580 2,332,265 2,564,802

The performance units granted in 2012 have not yet vested and no payments will be due in respect of the units until 

November 22, 2016 at the earliest. Information about these units, including the performance and other conditions,

is provided on pages 85 to 86.

 3. Directors’ attendance fees and other compensation received by non-executive directors (gross amounts)

Non-executive directors Gross amounts paid (in €)

For 2012 For 2011

Jean Louis BEFFA (1) Directors’ attendance fees

Pension benefits

21,242

248,767 

46,728

570,620

Isabelle BOUILLOT Directors’ attendance fees 48,685 54,169 

Robert CHEVRIER Directors’ attendance fees 15,207 

Gerhard CROMME Directors’ attendance fees 41,613 49,255 

Bernard CUSENIER Directors’ attendance fees 27,103 

Jean-Martin FOLZ Directors’ attendance fees 64,935 77,788 

Bernard GAUTIER Directors’ attendance fees 57,758 59,542 

Anne-Marie IDRAC Directors’ attendance fees 45,435 20,854

Sylvia JAY Directors’ attendance fees 51,936 56,907 

Frédéric LEMOINE Directors’ attendance fees 70,258 77,286 

Gérard MESTRALLET Directors’ attendance fees 41,613 40,935 

Michel PEBEREAU Directors’ attendance fees 56,436 56,772 

Jacques PESTRE Directors’ attendance fees 49,258 23,593

Olivia QIU Directors’ attendance fees 49,258 20,854

Denis RANQUE Directors’ attendance fees 57,758 54,169 

Gilles SCHNEPP Directors’ attendance fees 45,436 49,046 

Jean-Dominique SENARD (2) Directors’ attendance fees 25,621

Jean-Cyril SPINETTA Directors’ attendance fees 72,758 69,792 

TOTAL

TOTAL

Directors’ attendance fees

Other compensation

800,000

248,767 

800,000

570,620 

(1) Up to June 7, 2012.

(2) From June 7, 2012.

None of the non-executive directors received any other compensation from Compagnie de Saint-Gobain or any Saint-Gobain 

subsidiary for 2011 or 2012. 

Saint-Gobain Registration Document 2012 • 89

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MANAGEMENT REPORT

CORPORATE GOVERNANCE

4. Stock options granted during the year to the Chairman and Chief Executive Officer 

Name Plan date

Options 

exercisable 

for new or 

existing 

shares

Value (based

on method used 

to prepare

the consolidated 

financial 

statements)

Number

of options 

granted 

during

the year

Exercise 

price

Exercise 

period

Pierre-André de CHALENDAR November

22, 2012 

New shares 174,500 50,000 €27.71 November

22, 2016

to November 

21, 2022 

The performance and other conditions applicable to these stock options are described on page 86.

5. Stock options exercised during the year by the Chairman and Chief Executive Officer

Name Plan date

Options exercisable 

for new or existing 

shares

Number of options 

exercised during

the year

Exercise price

Pierre-André de CHALENDAR - - 0 -

6. Performance shares granted during the year to the Chairman and Chief Executive Officer 

Name Plan date

Number of 

performance 

share rights 

granted 

during

the year

Value (based

on method used 

to prepare the 

consolidated 

financial 

statements)

End 

of vesting 

period

End 

of lock-up 

period

Performance 

conditions

Pierre-André de CHALENDAR 0 0 - - -

7. Performance shares delivered during the year to the Chairman and Chief Executive Officer

Plan date

Number of performance 

shares delivered during

the year

End of lock-up

period

Pierre-André de CHALENDAR November 19, 2009 7 March 31, 2014

Saint-Gobain Registration Document 2012 • 90
CORPORATE GOVERNANCE

8. Historical information about stock option plans

YEAR 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003

Date of General 

Meeting

June 7, 

2012

June 4, 

2009

June 4, 

2009

June 4, 

2009

June 7, 

2007

June 7, 

2007

June 9, 

2005

June 9, 

2005

June 5, 

2003

June 5, 

2003

Date of Board

of Directors' 

meeting

Feb. 27, 

2006

Nov. 22, 

2012

Nov. 24, 

2011

Nov. 18, 

2010

Nov. 19, 

2009

Nov. 20 

2008

Nov. 22, 

2007

Nov. 16, 

2006

Nov. 17, 

2005

Nov. 18, 

2004

Nov. 20, 

2003

Total shares

under option

253,000 482,150 1,144,730 1,479,460 3,551,900 3,673,000 4,025,800 3,922,250 3,881,800 3,717,700

Adjustment to 

number of shares 

under option (*)

N/A N/A N/A N/A 375,614 383,133 420,314 397,330 383,963 282,934

Cumulative 

number

of cancelled

or forfeited 

options 

0 0 0 493,154(3) 773,932(2) 652,962(1) 138,460 248,460 80,000 58,500

Adjusted number 

of exercisable 

options

253,000 482,150 1,144,730 986,306 3,153,582 3,403,171 4,307,654 4,071,120 4,185,763 3,942,134

Of which:

options granted

to corporate 

officers

Jean-Louis Beffa 0 0 0 0 46,856(5) 55,288(4)

Pierre-André

de Chalendar

50,000 100,000 130,000 133,333(6) 109,331(5) 110,575(4)

Starting date

of exercise

period

Nov. 22, 

2016

Nov. 25, 

2015

Nov. 19, 

2014

Nov. 20, 

2013

Nov. 21, 

2012

Nov. 23, 

2011

Nov. 17, 

2009 or 

Nov. 17, 

2010

Nov. 18, 

2008 or 

Nov. 18, 

2009

Nov. 19, 

2007 or 

Nov. 19, 

2008

Nov. 21, 

2006 or 

Nov. 21, 

2007

Expiry date of 

exercise period

Nov. 21, 

2022

Nov. 23, 

2021

Nov. 17, 

2020

Nov. 18, 

2019

Nov. 19, 

2018

Nov. 21, 

2017

Nov. 15, 

2016

Nov. 16, 

2015

Nov. 17, 

2014

Nov. 19, 

2013

Exercise price(*) €27.71 €31.22 €35.19 €36.34 €25.88 €64.72 €52.52 €41.34 €39.39 €32.26

Number

of shares

acquired 

0 0 0 400 73,236 0 1,200 19,939 230,669 1 222 763

Options 

outstanding

at December

31, 2012

253,000 482,150 1,144,730 985,906 3,080,346 3,403,171 4,306,454 4,051,181 3,955,094 2,719,371

(*) Following the March 23, 2009 capital increase for cash carried out by issuing and allocating stock warrants, the number of options per grantee 

and the exercise price were adjusted in accordance with the applicable regulations (Article R228-91 of the French Commercial Code) in order

to preserve the grantees’ rights. The new exercise price was determined by taking into account the number of shares issued per existing share

(2 new shares for 7 existing shares), the issue price of the new shares (€14) and the cum rights share price (€24.58, corresponding to

the weighted average price for the three trading days preceding the rights issue, i.e. March 18, 19 and 20, 2009).

On this basis, the original exercise price was multiplied by 0.904363 to calculate the new price and the number of options was multiplied

by 1.10575 so that the total value of option holders’ rights (number of options multiplied by the exercise price) was the same before and after 

the adjustment.

(1) Including 514,502 options forfeited because the performance condition was not met (performance condition attached to half of the options granted

in November 2007 to the 38 members of senior management). 

(2) Including 718,644 options forfeited because the performance condition was only partly met (performance condition attached to all the options granted

in November 2008 to the Chairman and Chief Executive Officer and half of the options granted in November 2008 to the 176 members of senior management).

(3) Including 493,154 options forfeited because the performance condition was only partly met (performance condition attached to all the options granted

in November 2009). 

(4) After deducting the one half of the options granted that are not exercisable because the related performance condition was not met.

(5) After deducting the one half of the options granted that are not exercisable because the related performance condition was only partly met.

(6) After deducting the options granted that are not exercisable because the related performance condition was only partly met.

Saint-Gobain Registration Document 2012 • 91

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CORPORATE GOVERNANCE

9a. Options granted to the ten employees who received the greatest number of options 

Number of options granted Unit price

In 2012 102,000 €27.71

In 2011 209,100 €31.22 

9b. Options exercised by the ten employees who exercised the greatest number of options

Total number 

of options 

exercised

Weighted 

average 

exercise 

price

O/w options 

granted 

on Nov. 22, 

2001

O/w options 

granted

on Nov. 21, 

2002

O/w options 

granted

on Nov. 20, 

2003

O/w options 

granted

on Nov. 18, 

2004

O/w options 

granted

on Nov. 17, 

2005

O/w options 

granted

on Nov. 20, 

2008

In 2012 85,111 €22.30 66,316 18,795

In 2011 130,174 €33.97 68,116 22,023 14,751 23,444 1,840

9c. Performance share rights granted to the ten employees who received the greatest number of rights 

Number of shares granted Unit price

In 2012 48,800 -

In 2011 60,790 -

9d. Performance shares delivered to the ten employees who received the greatest number of shares 

Total number of shares 

delivered

Share price on the grant 

date

O/w performance share rights 

granted on Nov. 19, 2009

In 2012 26,300 €33.39 26,300

In 2011 0 - -

Saint-Gobain Registration Document 2012 • 92
CORPORATE GOVERNANCE

10. Historical information about performance share plans

Year 2012 2011 2010 2009 2009 (*)

Date of General Meeting June, 7, 2012 June 4, 2009 June 4, 2009 June 4, 2009 June 4, 2009

Date of Board of Directors' meeting Nov. 22, 2012 Nov. 24, 2011 Nov. 18, 2010 Nov. 19, 2009 Nov. 19, 2009

Type of shares to be delivered Treasury shares New shares

Total number of performance share 

rights initially granted(1)

542,370 942,920 737,550 622,790 1,359,960

of which, rights under plans with

a two-year vesting period and

a two-year lock-up period (2+2 plan)(2)

415,560 325,060 260,400 430,150

of which, rights under plans with

a four-year vesting period and

no lock-up period(4+0 plan)

 542,370 527,360 412,490 362,390 929,810

Cumulative number of shares 

delivered under the 2+2 plan(2)

0 740 590 245,320 393,610

Cumulative number of shares 

delivered under the 4+0 plan

700 1,500 42

Number of rights forfeited under

the 2+2 plan(**)

0 4,270 10,040 15,080 36,540

Number of rights forfeited under

the 4+0 plan(**)

8,800 18,950 15,730 0

Outstanding rights under the 2+2 plan 542,370 410,550 314,430 0 0

Outstanding rights under the 4+0 plan 0 518,560 392,840 345,160 929,768

Total outstanding performance share 

rights at January 1, 2012 

542,370 929,110 707,270 345,160 929,768

Number of rights forfeited in 2012 

because the performance condition 

was only partly met 

- France 238,313 126,565

- outside France 279,634 143,320

Outstanding performance share 

rights at December 31, 2012(3)

542,370 411,163 437,385 362,390 929,768

(1)o/w rights granted to the Chairman 

and the Chief Executive Officer

- Jean-Louis Beffa

- Pierre-André de Chalendar

0

0

0

30,000

0

20,000

0

0

7

7

(2)o/w shares delivered to the Chairman 

and the Chief Executive Officer

- Jean-Louis Beffa

- Pierre-André de Chalendar

0

0

0

0

0

0

0

0

7

7

(3) o/w outstanding rights granted

to the Chairman and the Chief 

Executive Officer

- Pierre-André de Chalendar 0 9,500 10,000 0 0

(*) Global plan providing for the granting of seven performance share rights to each grantee.

(**) Rights forfeited because the grantee left the Group before the end of the vesting period. 

11. Transactions involving Compagnie de Saint-Gobain shares disclosed to the AMF by the Chairman

and Chief Executive Officer

In 2012, the Chairman and Chief Executive Officer disclosed the following transactions in Saint-Gobain securities to the AMF:

Type of 

securities

Type of 

transaction Transaction date Unit price Total

Pierre-André de CHALENDAR Units in the FCPE 

PEG Saint-Gobain 

corporate mutual 

fund (equivalent 

to 4,517 shares)

Purchase

of new units

May 15, 2012 €28.59 €129,141 (*)

(*) of which €4,141 matching payment, net of CSG/CRDS.

Saint-Gobain Registration Document 2012 • 93

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

Pierre-André de Chalendar’s pension will be based on his 

final year’s salary and his years of service with the Group, 

calculated as from October 1, 1989.

If he were to leave after completing the maximum number 

of pensionable years’ service under the SGPM plan,

he would be entitled to total pension benefits

(including benefits paid under the compulsory basic

and supplementary pension schemes) representing

a guaranteed replacement rate of approximately 47%

of his final year’s salary. The seniority-based supplementary 

pension benefits under the SGPM plan that would be paid 

by Compagnie de Saint-Gobain would therefore correspond 

to the difference between the guaranteed total benefits

and the benefits paid under the compulsory basic

and supplementary pension schemes. (See page 88).

Management Compensation

In Group companies other than Compagnie de Saint-Gobain, 

attendance fees awarded to directors representing

the Group – particularly members of Group senior 

management – are either transferred to the company

that employs them or paid directly to that company.

In other companies of which the Group is a shareholder, 

attendance fees awarded to the Chairman of Saint-Gobain’s 

Board in his capacity as a director of these companies

are paid in full to the Company. 

The compensation paid to members of senior management 

is set at a level consistent with compensation packages 

offered by comparable companies, based on the results

of specific surveys commissioned by senior management 

from specialized consultants.

All members of senior management receive a variable

bonus designed to reflect their personal contribution 

towards the Group’s business and earnings growth.

Target bonuses are set at an amount that is reasonable

in relation to the overall compensation package. 

The principle of performance-related pay has now been 

extended to all managerial staff. The performance targets 

used are based on financial indicators including return

on investment (ROI) and return on capital employed (ROCE), 

as well as personal objectives such as developing a certain 

type of business or entering a new geographic market.

In this way, management compensation is clearly linked

to performance and a system of management by objectives 

that promotes a high level of personal commitment.

Each manager’s compensation can fluctuate significantly 

from one year to the next, based on the results achieved.

Gross compensation received by the members of senior 

management, directly and indirectly from Group companies 

within and outside France, totaled €12.6 million in 2012 

(2011: €13.9 million), including variable bonuses of

€4.6 million (2011: €4.7 million) and termination benefits

of €0 million (2011: €1.3 million). 

12. Other information about the Chairman and Chief Executive Officer

During 2012

Employment contract 

(suspended for 

duration of term)

Supplementary pension 

plan Termination benefits(1) Non-compete 

indemnity(2)

Yes No Yes No Yes No Yes No

Pierre-André

de CHALENDAR

Chairman and Chief 

Executive Officer 

Terminated

on June 3, 2010

X X X

(1) See pages 87 and 88

(2) See page 88

Saint-Gobain Registration Document 2012 • 94
CORPORATE GOVERNANCE

 (1) Until June 30, 2013.

 (2) Since January 1, 2013.

GROUP MANAGEMENT

Group Management

as of February 1, 2013

Senior Management

Pierre-André de CHALENDAR

Chairman and Chief Executive Officer

Benoît BAZIN

Senior Vice-President in charge of the Building

Distribution Sector

Jean-Claude BREFFORT

Senior Vice-President in charge of International 

Development

Gilles COLAS

Senior Vice-President in charge of Strategic Developments(1)

John CROWE

Senior Vice-President, General Delegate for North America(2)

Jérôme FESSARD

Senior Vice-President in charge of the Packaging Sector

Jean-Pierre FLORIS

Senior Vice-President in charge of the Innovative

Materials Sector

Claude IMAUVEN

Senior Vice-President in charge of the Construction 

Products Sector

Claire PEDINI

Senior Vice-President in charge of Human Resources

Jean-François PHELIZON

Senior Vice-President in charge of Internal Audit

and Internal Control

Antoine VIGNIAL

Corporate Secretary, Senior Vice-President

in charge of Sustainable Development

Laurent GUILLOT

Chief Financial Officer

CORPORATE DEPARTMENTS MANAGEMENT 

Gérard ASPAR

Vice-President, Marketing

Sophie CHEVALLON

Vice-President, Communications

François MICHEL

Vice-President, Corporate Planning

Didier ROUX

Vice-President, Research and Development,

and Innovation

SECTOR MANAGEMENT 

Benoît BAZIN

President, Building Distribution Sector

Jérôme FESSARD

President, Packaging Sector

Jean-Pierre FLORIS

President, Innovative Materials Sector

(Flat Glass and High-Performance Materials)

Claude IMAUVEN

President, Construction Products Sector

GENERAL DELEGATES 

as of February 1, 2013

Dominique AZAM

General Delegate for Mexico, Central America, Venezuela, 

Colombia, Ecuador and Peru

John CROWE

General Delegate for North America

Javier GIMENO

General Delegate for the Asia-Pacific region

Peter HINDLE

General Delegate for the United Kingdom, Ireland

and South Africa

Benoît d’IRIBARNE

General Delegate for Brazil, Argentina and Chile

Thierry LAMBERT

General Delegate for the Nordic Countries and Baltic States

Anand MAHAJAN

General Delegate for India, Sri Lanka and Bangladesh

François-Xavier MOSER

General Delegate for Poland, Bulgaria and Romania 

Paul NEETESON

General Delegate for Central Europe

Gonzague de PIREY

General Delegate for Russia, Ukraine and the C.I.S.

Ricardo De RAMON GARCIA

General Delegate for Spain, Portugal and Morocco

Tomas ROSAK

General Delegate for the Czech Republic, Slovakia,

Hungary and the Eastern Adriatic countries

Gianni SCOTTI

General Delegate for Italy, Greece, Egypt and Turkey

Saint-Gobain Registration Document 2012 • 95

MANAGEMENT REPORT
MANAGEMENT REPORT

CORPORATE GOVERNANCE

SAINT-GOBAIN GROUP COMMITTEES

as of February 1, 2013

Executive Committee

Pierre-André de CHALENDAR

Chairman and Chief Executive Officer

Laurent GUILLOT

Chief Financial Officer

Claire PEDINI

Senior Vice-President in charge of Human Resources

Antoine VIGNIAL

Corporate Secretary and Senior Vice-President

in charge of Sustainable Development

The Executive Committee meets once a week.

Senior Management Committee

Pierre-André de CHALENDAR

Chairman and Chief Executive Officer

Benoît BAZIN

Senior Vice-President in charge of the Building

Distribution Sector

Jean-Claude BREFFORT

Senior Vice-President in charge of International 

Development

Gilles COLAS

Senior Vice-President in charge of Strategic Developments(1)

John CROWE

Senior Vice-President, General Delegate for North America(2)

Jérôme FESSARD

Senior Vice-President in charge of the Packaging Sector

Jean-Pierre FLORIS

Senior Vice-President in charge of the Innovative

Materials Sector

Laurent GUILLOT

Chief Financial Officer

Claude IMAUVEN

Senior Vice-President in charge of the Construction 

Products Sector

Claire PEDINI

Senior Vice-President in charge of Human Resources

Jean-François PHELIZON

Senior Vice-President in charge of Internal Audit

and Internal Control

Didier ROUX

Vice-President, Research and Development, and Innovation

Antoine VIGNIAL

Corporate Secretary and Senior Vice-President in charge

of Sustainable Development

The Senior Management Committee meets once a month.

Coordination Committee

Pierre-André de CHALENDAR

Chairman and Chief Executive Officer

The members of the Senior Management Committee

The General Delegates

The heads of the following businesses:

Saint-Gobain Glass (Houchan SHOEIBI), Saint-Gobain Sekurit 

(Patrick DUPIN), SGG Solutions (Jean-Marie VAISSAIRE), 

Abrasives (Patrick MILLOT), Ceramic Materials

(Guillaume TEXIER), Performance Plastics (Thomas KINISKY), 

Pipe (Vincent LEGROS), Gypsum (Claude-Alain TARDY), 

Insulation (Emmanuel NORMANT), Industrial Mortars

(Jean-Luc GARDAZ), Point P (Patrice RICHARD), Lapeyre 

(Patrick BERTRAND), SGBD Deutschland (Udo BRANDT),

SGBD Nordics (Kare O.MALO), Packaging US (Joseph GREWE).

Vice-President, Information Systems and Group Purchasing 

(Frédéric VERGER).

Vice-President, Group Marketing (Gérard ASPAR).

The Coordination Committee meets three times a year.

(1) Until June 30, 2013

(2) Since January 1, 2013

Saint-Gobain Registration Document 2012 • 96
AUDITORS

AUDITORS

EXTERNAL CONTROL OF THE COMPANY

As of December 31, 2012, the Company’s auditors were:

 PricewaterhouseCoopers Audit(1), 63 rue de Villiers,

92208 Neuilly-sur-Seine, represented by Pierre Coll

and Jean-Christophe Georghiou, reappointed on June 3, 

2010, for a six-year term expiring at the 2016 Annual 

General Meeting.

RELATED PARTY AGREEMENTS

Related-party agreements entered into during the year

No related-party agreements were entered into in 2012.

 KPMG Audit, Department of KPMG S.A.(1), 1 Cours Valmy, 

92923 La Défense, represented by Jean-Paul Vellutini

and Philippe Grandclerc, reappointed on June 7, 2012

for a six-year term expiring at the 2018 Annual

General Meeting.

The substitute auditors are:

 Yves Nicolas, 63 rue de Villiers 92208 Neuilly-sur-Seine, 

appointed on June 3, 2010 for a six-year term expiring

at the 2016 Annual General Meeting.

 Fabrice Odent, 1 Cours Valmy 92923 La Défense, appointed 

on June 7, 2012 for a six-year term expiring at the 2018 

Annual General Meeting.

Fees paid by the Group to the Auditors and the members of their network for 2012

 (in € millions) PricewaterhouseCoopers Audit KPMG

Amount % Amount %

2012 2011 2012 2011 2012 2011 2012 2011

Audit

Statutory and contractual audits

Compagnie de Saint-Gobain 0.6 0.6 5% 5% 0.6 0.6 5% 6%

Fully-consolidated subsidiaries 10.4 10.1 84% 83% 9.6 9.7 89% 87%

Total 11.0 10.7 89% 88% 10.2 10.3 94% 93%

Other audit-related services

Compagnie de Saint-Gobain 0.3 0.7 2% 6% 0.1 0.4 1% 3%

Fully-consolidated subsidiaries 0.9 0.5 7% 4% 0.5 0.3 5% 3%

Subtotal 1.2 1.2 9% 10% 0.6 0.7 6% 6%

Total 12.2 11.9 98% 98% 10.8 11.0 100% 99%

Other services provided by members of

the network to fully-consolidated subsidiaries

Legal and tax advice 0.2 0.2 2% 2% 0.0 0.0 0% 0%

Other (fees representing over 10% of the audit fees) 0.0 0.0 0% 0% 0.0 0.1 0% 1%

Subtotal 0.2 0.2 2% 2% 0.0 0.1 0% 1%

Total 12.4 12.1 100% 100% 10.8 11.1 100% 100%

(1) Members of Compagnie Régionale des Commissaires aux Comptes, Versailles.

Saint-Gobain Registration Document 2012 • 97

MANAGEMENT REPORT
MANAGEMENT REPORT

AUDITORS

STATUTORY AUDITORS’ SPECIAL REPORT 

ON RELATED PARTY AGREEMENTS AND COMMITMENTS

This is a free translation into English of the Statutory Auditors’ special report on related party agreements and 

commitments issued in French and is provided solely for the convenience of English speaking readers. This report should 

be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable 

in France. 

To the Shareholders,

In our capacity as Statutory Auditors of Compagnie de Saint-Gobain, we hereby report to you on related party agreements 

and commitments.

It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions 

of agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, 

without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. Under

the provisions of article R.225-31 of the French Commercial Code (Code de commerce), it is the responsibility of the 

shareholders to determine whether the agreements and commitments are appropriate and should be approved. 

Where applicable, it is also our responsibility to provide shareholders with the information required by article R.225-31

of the French Commercial Code in relation to the implementation during the year of agreements and commitments already 

approved by the Annual General Meeting.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France

to such engagements. These procedures consisted in verifying that the information given to us is consistent with the 

underlying documents.

Agreements and commitments to be submitted for the approval of the Annual General 

Meeting on June 6, 2013

We were not informed of any agreement or commitment to be submitted for approval at the Annual General Meeting 

pursuant to the provisions of the article L.225-38 of the French Commercial Code.

Agreements and commitments previously approved by the Annual General Meeting

Agreements and commitments approved in previous years 

a) which were implemented during the year

Pursuant to article R.225-30 of the French Commercial Code, we were informed that the following agreements

and commitments, approved in previous years by the Annual General Meeting, were implemented during the year.

Saint-Gobain Registration Document 2012 • 98
AUDITORS

Nature and date of approval

by the Annual General Meeting Person(s)/entity(ies) concerned Implementation in the year ended

December 31, 2012

Agreements authorized as part of the initial

public offering of Verallia on the regulated market

of NYSE Euronext in Paris, and the postponement 

of the initial public offering

Approved by the Annual General Meeting of:

June 7, 2012 (Statutory Auditors’ special report

of March 9, 2012)

Chairman and Chief Executive 

Officer of Compagnie de

Saint-Gobain and Chairman

of the Board of Directors

of Verallia:

Pierre-André de Chalendar

The nature and terms of such contracts

and agreements and co-contractors are 

presented in the appendix to this report.

Agreement with Wendel, a shareholder

of Compagnie de Saint-Gobain

Approved by the Annual General Meeting of:

June 7, 2012 (Statutory Auditors’ special report

of March 9, 2012) 

Wendel, shareholder with

an interest of over 10%

in Compagnie de Saint-Gobain.

Directors: Frédéric Lemoine, 

Chairman of the Management 

Board of Wendel and Bernard 

Gautier, Member of the 

Management Board of Wendel.

These agreements, which were entered into

on May 26, 2011 for a ten-year term,

and which set out the principles and objectives 

of the long-term cooperation between Wendel 

and Saint-Gobain, have not given rise to

any payment and mainly concern corporate 

governance, voting rights and changes

in Wendel’s interest in the capital of the 

Company.

Group health and personal risk insurance contract 

for employees and corporate officers

Approved by the Annual General Meeting of:

June 3, 2010 (Statutory Auditors’ special report

of March 26, 2010)

Chairman and Chief Executive 

Officer: 

Pierre-André de Chalendar

Payment of €6,453 made by the Company

to URRPIMMEC for Pierre-André de Chalendar’s 

insurance coverage.

Agreement relating to the lease for the apartment 

occupied by Jean-Louis Beffa

Approved by the Annual General Meeting of:

June 3, 2010 (Statutory Auditors’ special report

of March 26, 2010)

Director: 

M. Jean-Louis Beffa

Jean-Louis Beffa remained as a Director

until June 7, 2012.

Bank bond and counter-guarantee for the payment 

of the fine imposed by the European Commission 

concerning the automotive glass industry

Approved by the Annual General Meeting of:

June 4, 2009 (Statutory Auditors’ special report

of March 19, 2009)

Directors: 

MM. Jean-Louis Beffa

and Michel Pébereau

BNP Paribas received a total sum of

€3.5 million from the Company in relation

to this guarantee. 

Defined benefit pension plan 

Approved by the Annual General Meeting of:

June 5, 2008 (Statutory Auditors’ special report

of April 7, 2008)

Director: 

M. Jean-Louis Beffa

Jean-Louis Beffa remained as a Director until 

June 7, 2012 and has received a total sum

of €248,767 in relation to this agreement.

b) which were not implemented during the year

Furthermore, we were informed that the following agreements and commitments, already approved by an Annual General 

Meeting in previous years, remained in force but were not implemented during the year.

Nature and date of approval by the Annual General Meeting Person(s)/entity(ies) concerned

•	Commitments concerning the payment of compensation and termination benefits,

in certain cases, on the termination of the Chairman and Chief Executive Officer’s duties

•	Non-compete agreement valid in certain cases on the termination of the Chairman

and Chief Executive Officer’s duties 

•	Approved by the Annual General Meeting of: June 3, 2010

(Statutory Auditors’ special report of March 26, 2010) 

Chairman

and Chief Executive Officer: 

M. Pierre-André de Chalendar

•	Defined benefit pension plan for the Company’s Chairman and Chief Executive Officer

Approved by the Annual General Meeting of: June 5, 2008

(Statutory Auditors’ special report of April 7, 2008)

Chairman

and Chief Executive Officer: 

M. Pierre-André de Chalendar

Neuilly-sur-Seine and Paris La Défense, March 1, 2013

The statutory Auditors

PricewaterhouseCoopers Audit KPMG Audit

Department of KPMG S.A.

Pierre Coll Jean-Christophe Georghiou Jean-Paul Vellutini Philippe Grandclerc

Saint-Gobain Registration Document 2012 • 99

MANAGEMENT REPORT
MANAGEMENT REPORT

AUDITORS

APPENDIX TO THE STATUTORY AUDITORS’ 

SPECIAL REPORT 

ON RELATED PARTY AGREEMENTS AND COMMITMENTS

Nature and Purpose Co-contracting parties Main terms and conditions of implementation at December 31, 2012

Transitional Services 

Agreement and its 

amendment

Compagnie de Saint-Gobain acting

in its name and on its behalf as well

as in the name and on behalf of other 

companies of the Saint-Gobain Group 

(hereinafter collectively referred

to as “Saint-Gobain”) on the one hand, 

and Verallia and the companies

in the Packaging Sector (hereinafter 

collectively referred to as “Verallia”)

on the other hand

These agreements set out the conditions under which Saint-Gobain 

will continue to provide Verallia with services during a transitory 

period. The duration of this period varies according to the type

of services concerned: financial, human resources,

IT and telecommunications, legal, tax and insurance and real-estate 

services. The annual compensation or the compensation

per assignment were set out in the agreements for each service

and each beneficiary. The compensation is revised every year 

subject to a mutual agreement.

Under this agreement, Saint-Gobain billed Verallia €14,922

thousand including €705 thousand in the name of Compagnie

de Saint-Gobain, for the year ended December 31, 2012.

Technical and Research 

Agreement and its 

amendment

Compagnie de Saint-Gobain acting

in its name and on its behalf as well

as in the name and on behalf of other 

companies of the Saint-Gobain Group 

(hereinafter collectively referred

to as “Saint-Gobain”) on the one hand, 

and Verallia and the companies

in the Packaging Sector (hereinafter 

collectively referred to as “Verallia”)

on the other hand

This agreement sets out the conditions under which Verallia

will continue to benefit from (i) the development of certain entities 

of the Saint-Gobain Group responsible for technical development 

and research in glassmaking, (ii) the implementation of the

cross-licensing between Saint-Gobain and Verallia of the trademarks 

necessary for the performance of their activities, and (iii) the right

to participate in Saint-Gobain’s cross-cutting strategic research

and development programs. This agreement has a five-year

term which began on June 1, 2011.

Under this agreement, Saint-Gobain billed Verallia €4,343 thousand 

for the year ended December 31, 2012. Compagnie de Saint-Gobain 

did not bill any amounts in its own name.

Trademark License 

Agreement and its 

amendment

Compagnie de Saint-Gobain

and Verallia on the one hand,

and the companies in the Packaging 

Sector (hereinafter collectively

referred to as “Verallia”) on the other 

hand

This agreement sets out the conditions under which Verallia

will continue to benefit from its right to the free use of the

Saint-Gobain brand for its company names, material, property,

plant and equipment, and domain names as well as the trademarked 

abbreviation “SG” and for a transitory period from the date

on which Compagnie de Saint-Gobain no longer holds, directly

or indirectly, more than 50% of Verallia’s capital or voting rights.

Saint-Gobain Registration Document 2012 • 100
INTERNAL CONTROL

INTERNAL CONTROL 

Report on internal control

and risk management systems

Report of the Chairman of the Board of Directors

on certain aspects of corporate governance,

on Compagnie de Saint-Gobain’s internal control

and risk management systems and on any restrictions

on the Chief Executive Officer’s powers.

This report has been drawn up in application of article 

L.225-37 of France’s Commercial Code and has been 

approved by the Board of Directors.

Corporate governance

Under French law, the Chairman is required to report

to shareholders on certain aspects of corporate governance. 

The required disclosures concern the composition of

the Board, its organization and practices, the Company’s 

compliance with and implementation of a recognized 

corporate governance code, the formalities for participating 

in General Meetings, the principles and rules applied

by the Board to determine the compensation and benefits 

awarded to executive directors and any other information 

that could have a bearing on a takeover bid for the Company.

This information is provided in the following sections

of this registration document: Membership of the Board

of Directors, Re-election of Directors, Board organization 

and practices, Committees of the Board, Corporate 

governance, Bylaws, Directors’ compensation and benefits, 

Information that could have a bearing on a takeover bid

for the Company (pages 69 to 88), which are incorporated 

by reference in this report of the Chairman.

Compagnie de Saint-Gobain’s internal 

control and risk management system

Saint-Gobain’s internal control and risk management

system is based on the internal control and risk 

management framework issued by the French securities 

regulator (Autorité des Marchés Financiers – AMF),

as updated in July 2010, and complies with the legal 

requirements applicable to companies listed on the Paris 

Stock Exchange.

Supported by a continuous improvement process and

an internal control reference base, the Saint-Gobain Group’s 

internal control and risk management system is a set

of resources, behaviors, procedures and initiatives

tailored to each company’s specific characteristics that:

 contributes to the control of the business,

the effectiveness of operations and the efficient

use of resources;

 enables the Company to appropriately address

material operational, financial, compliance

and other risks.

It is specifically designed to provide assurance concerning:

 the Company’s compliance with the applicable

laws and regulations, in particular regarding

anti-corruption measures and economic sanctions;

 application of senior management’s instructions

and guidelines;

 the efficiency and effectiveness of internal operating, 

industrial, marketing, financial and other processes;

 the protection of tangible and intangible assets;

in particular the prevention of fraud.

 the reliability of financial information.

Deployed in all subsidiaries, the Saint-Gobain Group’s 

internal control and risk management system is therefore 

more than just a set of procedures and it extends beyond 

accounting and financial processes.

Internal control fundamentals

The fundamentals of an efficient and effective internal 

control system include:

 adherence to the values and behavioral rules set

out in the Saint-Gobain Principles of Conduct

and Action (see page 34), which are distributed

to all employees;

 clearly defined organization and allocation

of responsibilities, supported by written procedures

and ensuring effective segregation of tasks;

 delegations of signature authority and other powers

that are aligned with the allocation of responsibilities

and supported by controls over their use;

 human resources management policies aimed at ensuring 

that new hires have the knowledge and skills needed

to fulfill their responsibilities and that existing employees 

are helped to improve their knowledge;

 written internal procedures distributed in an appropriate 

manner to employees;

 secure information systems with access rights granted

on the basis of allocated roles and responsibilities, 

to maintain effective segregation of tasks. Subsidiaries 

have an obligation to comply with the basic security

rules issued by the Group Information Systems 

Department.

Internal control and risk management process

Within Saint-Gobain, internal control is a continuous

process that integrates risk management procedures

and involves (i) analyzing the main identifiable risks, (ii) 

developing controls that are proportionate to the risks 

involved, (iii) communicating control objectives to 

employees and (iv) implementing basic controls and (v) 

oversight controls and regularly checking the process’s 

effectiveness. The process is described in the internal 

control reference base and applies to all Group subsidiaries.

Oversight controls and effectiveness checks may lead to 

corrective action being taken, to ensure that the internal 

control and risk management system evolves as needed.

Saint-Gobain Registration Document 2012 • 101

MANAGEMENT REPORT
MANAGEMENT REPORT

INTERNAL CONTROL

Implementation of the internal control

and risk management process within

Group entities

Saint-Gobain Group units implement the internal control

and risk management process and adapt it to their own 

organization by identifying any operational risks specific

to their entity that are not covered by the controls provided 

for in the internal control reference base. The Senior

Vice-Presidents of the Group’s operating units and the heads 

of the shared service centers follow a five-step process:

 check that the fundamentals of internal control have

been deployed;

 implement the controls described in the internal

control reference base;

 lead the internal control process within their unit

and identify any risks not covered by the controls

provided for in the internal control reference base;

 deploy the internal control system in all of the unit’s

or center’s facilities;

 oversee the internal control system and organize

regular internal control reviews by the unit’s Management

Committee, in particular for the purposes of the compliance

statement.

Compliance statement 

Compliance statements are used to periodically assess

units’ compliance with a limited number of internal control 

reference base fundamentals.

Since 2009, the Senior Vice-Presidents of the operating 

units and the heads of the Shared Service Centers report 

annually to the Group Chief Executive Officer on the level

of internal control within their unit or center, by filling out

a questionnaire relating to the internal control reference 

base. They also commit to taking all necessary action

to remedy any cases of non-compliance with the reference 

base.

The compliance statements and action plans are centralized 

and tracked by the Internal Control unit which also prepares 

an executive summary of the information. They are 

reviewed with the heads of the Activities, General 

Delegations and corporate departments and are the subject 

of an annual report to the Group Chief Executive Officer 

and to the Financial Statements Committee of the Board

of Directors.

The compliance statement comprises 60 questions covering 

three main areas – the control environment, internal control 

procedures and internal control activities.

Monitoring action plans 

A database is used to centralize information about

the measures implemented to remedy any non-compliance 

issues identified during the compliance statement process, 

and about the action plans drawn up following audits 

performed by the Internal Audit unit.

This means that each Group company has access to a 

centralized platform that it can use to manage its action 

plans by reporting the corrective measures taken

and the progress made compared with the predefined 

implementation schedule. The Group finance, human 

resources and IT departments can also use the system

to monitor these action plans.

Organization of the internal control

and risk management system 

Everyone within the organization has some responsibility 

for internal control, from senior management down

to the employees of the individual units.

Board of Directors

In 2012, a report on the Group Compliance Program,

mainly focusing on internal control and risk management, 

was submitted to the Board of Directors after being 

reviewed by the Financial Statements Committee.

Senior management

Group senior management oversees implementation

of the internal control system and the existence

and appropriateness of internal control and risk 

management monitoring systems within the subsidiaries.

Internal Audit and Internal Control Department

The Internal Audit and Internal Control Department 

organizes oversight of internal control and risk management 

systems based on the compliance statement, the results

of internal audits, the action plan tracking system

and the incident monitoring system. The Internal Audit

and Internal Control Department plays a key role in

the Group Compliance Program.

On the instructions of senior management, the Internal 

Control unit is responsible for designing the Group’s internal 

control system and coordinating its deployment, working 

with the corporate departments, the General Delegations 

and the Sectors. Its main responsibilities are to:

 develop and maintain the internal control reference base;

 communicate and provide training on internal control

and risk management;

 lead the annual compliance statement process;

 analyze incidents, the compliance statements

and the results of audits, and propose upgrades

to the internal control system;

 monitor implementation of the action plans

decided following these exercises;

 monitor internal control indicators on a scorecard.

Saint-Gobain Registration Document 2012 • 102
INTERNAL CONTROL

In 2012, some 400 managers and senior managers

of the Group received training in internal control,

risk management and fraud prevention.

The Internal Audit unit is tasked with deploying a systematic 

and methodical approach designed to provide assurance 

concerning the appropriateness and effectiveness

of the internal control systems and issuing recommendations 

for improvement. Its main responsibilities are to:

 check that compliance statements and action plans drawn

up by the units to achieve the required level of compliance

are appropriate;

 audit internal control systems in order to check their 

compliance with the rules set by the Group and their 

effectiveness considering the situation of the audited unit;

 monitor compliance with recommendations through

to execution of action plans.

The Internal Audit unit also conducts value-added

research into cross-functional issues, on behalf of a Sector 

or the Company, with the aim of improving performance.

The research and audits are planned by the Internal Audit 

and Internal Control Department based on the overall 

internal audit program approved by senior management

and communicated to the Financial Statements Committee 

of the Board of Directors.

The internal audit program is based on the annual proposals 

of the Senior Vice Presidents responsible for the Sectors, 

the General Delegates and the heads of the corporate 

departments. The Internal Audit and Internal Control 

Department may also be asked to perform unscheduled 

audits during the year.

The internal auditors are based at the Company’s head 

office and in the main General Delegations. They are hired 

internally and externally according to a rigorous selection 

procedure. Some 200 internal audits were carried out in 

2012. Copies of the auditors’ reports were given to senior 

management as well as to the Sector Senior Vice-Presidents 

and General Delegates concerned. A report is issued

at the end of each audit, describing the internal auditors’ 

observations. The audited unit is given the opportunity

to respond to these observations, after which a set

of recommendations is issued, together with an action

plan that the audited unit is required to implement within

a fixed timeframe.

In May 2012, the Chairman and Chief Executive Officer

and the Vice-President of the Internal Audit and Control 

Department signed an internal control charter based

on the Saint-Gobain Principles of Conduct and Action

and professional practice standards. It outlines the rules 

governing relationships between auditors and the audited.

The external auditors are given copies of all internal

audit reports, and the Internal Audit and Internal Control 

Department receives copies of the external auditors’ 

reports, as well as summary descriptions of their internal 

control and information systems reviews.

An executive summary is sent to the Financial Statements 

Committee of the Board of Directors.

In line with the anti-fraud policies defined by senior 

management, the Fraud Prevention Officer is responsible 

for verifying the effectiveness of prevention measures, 

investigating incidents of fraud reported by Group entities 

and reporting to senior management on a monthly basis.

His role is to preserve and secure the Group’s assets,

reduce the risk of a recurrence of fraud and take corrective 

action where process weaknesses are identified.

In this capacity, he regularly updates the Group’s fraud 

prevention policies and tracks incidents on a fraud risk

map. He also defines, leads and coordinates training

and awareness-building initiatives that are integral

to a successful fraud prevention program.

Corporate departments

The corporate departments are responsible for setting up 

an internal control organization and defining internal control 

strategies and procedures in their area. To this end, they:

 identify and analyze the main risks associated with

their internal processes;

 define appropriate controls based on those described

in the internal control reference base;

 inform and train the employees responsible for internal 

controls within their area;

 analyze any internal control weaknesses or incidents

and the results of internal audits.

The corporate departments are also responsible for the 

internal control system within Compagnie de Saint-Gobain 

units.

Environment, Health and Safety Department

The Environment, Health and Safety (EHS) Department 

leads and coordinates Group policy in these areas.

It has produced a reference manual (see below) describing 

the EHS management system requirements that all site

managers are expected to comply with.

The EHS Department checks application of the reference 

manual procedures through detailed audits commissioned 

by the Company, the General Delegations or the Sectors 

roughly every three years.

The audits are based on a 12 or 20-step plan for 

manufacturing units. They are performed by staff working 

in the operating units – often in the area of EHS or in plant 

management – who have received specific training

in auditing techniques.

Audits are assigned to staff from a different Sector

on a priority basis, with the aim of ensuring that

the process is doubly rigorous. All three areas are

covered – environmental protection, health and safety –

in an integrated process. The audit standards comply

with OSHAS 18001 and ISO 14001.

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A specific, customized audit plan has been developed

for the Building Distribution Sector to replace the 12-step 

plan used previously. Known as ESPR for Environment, 

Safety and Prevention of Risks, the plan also includes

a section on equipment safety and business interruption 

risk. The majority of ESPR auditors belong to the Building 

Distribution Sector.

In 2012, 68 twelve-step audits, 184 twenty-step audits

and 214 ESPR audits were carried out within the Group.

To enable unit managers to quickly and easily obtain

an overview of their unit’s performance in relation

to Saint-Gobain EHS management system criteria,

a self-assessment tool has been developed, comprising

a detailed list of questions and a measurement scale.

There are two types of self-assessment packs for small 

units (less than 50 employees), one for industrial

operations and the other for distribution operations.

Information Systems Department

In addition to its general responsibilities with regard

to information systems, the Information Systems 

Department is tasked with drawing up Group systems

and network security policies.

The department’s Information Systems Security unit leads 

and coordinates yearly self-assessment exercises

in these areas, supported by a reporting system that 

provides a basis for measuring the advances made by

the various units and initiating any necessary action. 

Risks and Insurance Department

The Risks and Insurance Department defines the Group’s 

policies for managing industrial and distribution risks.

It issues risk prevention and insurance guidelines, supported 

by a self-assessment tool for managers of manufacturing 

and distribution units, and organizes visits to key sites

by external risk prevention auditors. In 2012, around 492 

such visits took place. At the end of each audit, 

recommendations are issued to enable site managers

to draw up an action plan. In addition, training sessions

are organized on-site – with 24 held in 2012 – to equip 

operational managers with the technical skills they need

to implement prevention policies at their respective 

locations and the ability to test and update their business 

continuity plans.

In addition to helping to reduce the risk of accidents,

the audits serve to align insurance coverage with

potential risks by setting appropriate limits on claims.

Since 2004, property and casualty risks at the 

manufacturing and distribution units, except in Algeria, 

Brazil and Morocco, are insured by a wholly-owned captive 

insurance company, with a cap of €12.5 million per claim

in the Innovative Materials, Construction Products

and Building Distribution Sectors. The use of a captive 

insurance company facilitates risk prevention decisions.

The subsidiaries’ property & casualty and liability

insurance programs are managed by the Risk and Insurance 

Department either directly or indirectly through the General 

Delegations.

Treasury and Financing Department

The Treasury and Financing Department defines financing 

policies for the entire Group (Compagnie de Saint-Gobain, 

the General Delegations and the subsidiaries).

Cash management transactions are subject to periodic 

controls.

At Group level the cash position is monitored

on a daily basis and gross and net debt are analyzed

in detail on a monthly basis by currency, maturity

and type of interest rate (fixed or variable), before

and after hedging. Due to Compagnie de Saint-Gobain’s 

central role in the Group’s financing, its debt structure

is monitored through a specific monthly reporting system.

The Internal Audit unit performs periodic reviews, on a 

rotating basis, of transactions by the General Delegations’ 

cash management units, to check their compliance with 

Treasury and Financing Department policies and the

quality of internal control.

Internal controls over cash management transactions are

an integral part of internal audit plans for the subsidiaries 

and are also examined by the subsidiaries’ external 

auditors.

The Group’s risk factors are described on pages 110 to 116. 

The Treasury and Financing Department has drawn up

a set of procedures for managing these risks which is 

updated on a regular basis and applies to the subsidiaries 

and General Delegations. The Department also performs 

compliance controls on financial market transactions carried 

out by the Corporate Treasury unit.

In addition, the Company’s external auditors carry out

the following reviews and audits of the Treasury and 

Financing Department:

 a half-yearly review and an annual audit covering (i)

the type of treasury transactions carried out, (ii)

the accounting treatment used for these transactions

and (iii) the underlying risks;

 an annual review of the security of information systems 

used by the Department for conducting its operations.

Saint-Gobain Registration Document 2012 • 104
INTERNAL CONTROL

Management and Financial

Control Departments

The Management Control Department is responsible

for carrying out controls over the Group’s earnings

and operating performance. It participates in drawing up

the budget and the quarterly budget reviews and oversees 

the monthly earnings figures of the subsidiaries and Sectors 

and the Group as a whole. It also plays an active role

in operational performance improvement projects and 

controls their costs and cost effectiveness. The Financial 

Control Department is responsible for validating capital 

expenditure, acquisition, divestment and merger projects 

and corporate actions prepared by the Sectors, following

a detailed analysis of their financial impacts. The validation 

process also includes consulting the corporate departments 

and the General Delegation concerned about the project’s 

legal, tax and employment aspects. The financial controllers’ 

analyses are submitted by the Finance Department

with the authorization request to Group senior management 

for a decision.

Sectors and Activities

The heads of the Sectors and Activities are responsible

for distributing the internal control reference base to their 

various units and for ensuring compliance with Group 

instructions. They are also responsible for managing

the specific risks associated with their business.

General Delegations

The General Delegates are responsible for distributing

the internal control reference base to the companies

in their Delegation and for ensuring compliance with Group 

instructions. Working with the Sector and Activity heads,

they determine any specific conditions in which the controls 

defined by the Group are implemented so that local particularities 

can be taken into account, and deploy any additional controls 

that are necessary due to the specific risks associated

with operations in the countries covered by the Delegation.

Standards and procedures

Compagnie de Saint-Gobain has developed numerous internal 

control and risk management procedures for its own needs 

and those of its subsidiaries.

Internal control reference base

The internal control reference base describes the Group’s 

internal control and risk management system and presents,

in a manual, all the mandatory controls to be implemented

by all subsidiaries.

The internal control manual is organized around the following 

areas: Senior Management, Research & Development, 

Marketing, Sales & Customer Service, Inventories & Purchasing 

Logistics, Manufacturing & Plant Operations, Risk Prevention

& Insurance, Environment, Health & Safety, Human Resources, 

Communication, Information Systems, Legal, Tax, Cash 

Management & Financing, Accounting & Non-current Financial 

Assets, Financial Management & Consolidation and Shared 

Services. It lists the main risks to which the Group is exposed 

in each of these areas and describes the controls that need

to be performed to contain them. A risk/control matrix is also 

provided in the manual, and each chapter is broken down 

into sub-processes.

Each unit is required to incorporate these controls

in its internal procedures, with any adjustments that may

be necessary depending on the unit’s own organization.

The internal control reference base was enhanced in 2012 

with the addition of Chapter 18 on Shared Service Centers

and a number of controls relating to the Group Compliance 

Program, in particular those concerning the deployment

of anti-corruption measures and the economic sanctions

and embargos compliance program. In addition, a list of

the 100 programmed or semi-programmed controls needed

to strengthen internal control within SAP systems was drawn 

up in liaison with the Information Systems Department.

Checklists are added to the reference base as necessary

to help the Group’s different entities clearly understand

how to implement internal control rules. Four such checklists 

have been published to date, concerning: (i) delegations of 

signature authority and other powers, (ii) confidentiality 

management, (iii) segregation of tasks and (iv) gap analysis. 

Group financial, administrative

and management procedures

The Doctrine Department is responsible for preparing

all financial, administrative and management procedures 

applicable to Group companies. Together, they compose

a body of rules, methods and procedures enshrined

in some 250 documents accessible on the Group’s intranet, 

that can be used by the individual units as a basis

for developing their own internal procedures. The rules, 

methods and procedures are organized in four chapters, 

Group Organization & Procedures, Financial Reporting,

News & Meeting Reports, and Issues Specific to France.

Doctrine briefs are prepared by the corporate and/or 

operational departments concerned, and are then approved 

by the Doctrine Committee made up of representatives

of the Sectors and General Delegations and the

Vice-Presidents in charge of the corporate departments.

Reports on the Doctrine Department’s activities are 

prepared three times a year for the Financial Statements 

Committee of the Board of Directors.

 around sixty doctrine briefs are issued or updated each

year and made available on an intranet;

 Doctrine Newsletters are sent by e-mail to some

1,000 finance executives within the Group and various

other communication media are used to highlight specific

financial developments;

 training sessions, seminars and meetings are also organized

on issues examined by the Doctrine Department;

 the Doctrine Department also provides guidance on 

accounting issues, examining over 400 questions

submitted directly by Group companies in 2012.

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Environment, Health and Safety

(EHS) reference manual

The EHS reference manual describes the approach

to be followed by all units to meet the Group’s overall 

objectives in terms of environmental protection

and the prevention of workplace accidents and

occupational diseases. The approach is organized

around the core processes of identifying risks,

implementing preventive action and assessing

and monitoring the system’s effectiveness.

The EHS reference manual is accessible on the Group 

intranet and is distributed to all sites. In 2012, the manual 

was updated in alignment with new standards, changing

EHS management practices and the Group’s World Class 

Manufacturing (WCM) program. Due for publication in 2013, 

the new version will be implemented gradually.

The EHS Department and its network of correspondents 

have also drawn up EHS standards describing the methods 

to be applied to resolve specific environmental, health

and safety issues. Implementation guides, procedures, 

training packs and computer applications have been 

developed to support application of the standards.

These tools help to ensure that risks are measured

and controlled according to the same preventive base

at all Group units, whatever the country and the local

laws and regulations.

NOS (NOise Standard) is a standard for identifying, 

assessing and managing potential exposure to noise

in the workplace. Developed in 2004, it was rolled out

to the entire Group in 2005, including units outside Europe.

TAS (Toxic Agents Standard) serves to identify, assess

and manage potential exposure to toxic agents in the 

workplace. A trial version of the standard was launched

in 2005 in the form of a guide to using crystalline silica, 

which is now being applied. The TAS framework document 

dated November 29, 2006 describes the background

to the TAS, its objectives and how its application guides

and dedicated tools should be used. Since the pilot 

crystalline silica project, three new TAS application guides 

have been developed concerning: construction, renovation 

and maintenance of smelting furnaces, the handling

of nanomaterials at the research and development centers 

(updated in 2008) and the use of fibrous materials.

The guides are updated regularly – generally every

three years – to keep pace with regulatory changes

and improved understanding of industrial health and

safety risks.

A new SAFHEAR (SAFety and HEAlth Risk assessment tool) 

tool for managing toxic, mechanical, electric and other

risks, based on internal and external best practices, is being 

deployed at all of Saint-Gobain’s manufacturing facilities. 

The toxic risk assessment module was successfully tested

at nine pilot sites in November 2011 and rolled out to all 

other sites in 2012. Due for deployment in 2013, the health 

and safety module helps manufacturing facilities manage 

risks other than toxic risks while also ensuring that they 

comply with local regulations. The overall policy and

related resources are designed to ensure uniform 

prevention of health risks for all employees and product 

users.

The standard dealing with the implementation of a broadbased approach to assessing industrial risks covers

the identification and measurement of potential health

and safety risks at Group sites, in order to set priorities

and develop action plans for reducing and controlling

those risks.

The accident analysis standard defines the criteria

needed to analyze the causes of accidents.

Safety standards have been drawn up concerning work

at height, the management of outside contractors working 

on site, work permits and commissioning/decommissioning 

procedures.

Two safety standards were deployed in 2010, concerning 

lifting equipment and lift trucks, followed by another

three in 2011, dealing with confined spaces, vehicle

and pedestrian safety, and warehouses and unloading 

operations. In addition, a standard on road risks was 

deployed in 2012.

Lastly, the SMAT (Safety MAnagement Tool) standard

was updated in 2012.

Information systems security

The Information Systems Department compiles rules and best 

practices concerning information systems and networks, 

based on four sets of compulsory minimum security rules

in the following areas:

 infrastructure, with 15 minimum security rules (22 control

points, 267 units) and SGTS Security Reporting (34 control 

points, 16 SGTS covering 329 units);

 manufacturing systems, with 14 minimum security

rules (20 control points, 306 units with critical or large

manufacturing IT systems);

 research and development systems, with seven minimum

security rules (11 control points, 12 units);

 applications, with 17 minimum security rules (35 control

points, 50 skills centers).

Technical standards are also issued and updated to keep 

pace with technological advances. 

In addition, the ITAC guide was published in 2012

to complement the internal control reference base.

Saint-Gobain Registration Document 2012 • 106
INTERNAL CONTROL

It describes the programmed and semi-programmed 

controls used for five key processes: Purchasing,

Sales, Inventories, Cash Management and Accounting. 

Different versions of ITAC are to be developed for each

of the Group’s main information systems. 

Thus far, we have developed ITAC100, describing

100 controls that will gradually be integrated in all

of the Group’s SAP systems, and ITAC85, describing

85 controls that are integrated in the Innovative Materials 

Sector’s EXACT system.

In 2012, ITAC100 was adapted for use in six SAP systems, 

for a total of 10,000 SAP users.

Organization of internal control processes 

related to the preparation and processing 

of financial and accounting information

for shareholders

Parent company financial statements

The Accounting Department is responsible for producing 

financial information for shareholders, partners and other 

third parties in accordance with French legal requirements. 

This information is prepared in accordance with generally 

accepted accounting principles, including the going concern 

principle, the principles of consistent application

of accounting policies, alignment of the opening balance 

sheet with the prior-period closing balance sheet, recognition 

of expenses in the same period as the revenue to which

they relate, segregation of accounting periods and substance 

over form.

Accounting organization

The accounting organization is based on the rules, methods 

and procedures set out in the Group’s doctrine briefs.

It facilitates the monthly reconciliation and substantiation

of the accounts and the creation of an audit trail.

The organization also acts in an advisory capacity, working 

to anticipate events and regulatory changes that are likely

to have a material impact on the Company’s financial statements.

The chart of accounts is aligned with the 

Company’s needs

in terms of transaction classifications and 

complies

with the materiality principle. It is linked to 

the Group’s financial information 

system. Internal control

In addition to performing controls over compliance

with payment procedures and the double signature rule

for secure payment media, the Accounting Department 

contributes to internal control through a cost accounting 

system that tracks expenses by cost center. Cost center 

managers receive monthly schedules listing the expenses 

incurred under their signature, allowing them to check these 

expenses and also to compare actual and year-to-date 

expenses with the budget. 

A summary of these cost accounting reports is sent to

the Finance Department and Group senior management

at the end of each month.

Consolidated financial statements

The consolidated financial statements are prepared

by the Group Consolidation and Reporting Department.

This department is responsible for updating consolidation 

procedures, training the financial reporting teams of newly 

acquired subsidiaries and integrating these subsidiaries

in the consolidation process, processing information,

and utilizing, maintaining and developing consolidation 

systems and the Financial Information System for

the Group and all the Sectors.

Consolidation standards

The Consolidation Department is responsible for providing 

information and training to subsidiaries through the Sectors 

and General Delegations, using the consolidation manual, 

data input manuals, the intranet site and an online training 

application in French and English. Consolidation instructions 

are issued for each closing, describing the changes 

compared with the previous period-end and enhancements 

to reporting systems, standards and procedures.

In 2012, the Group continued its training programs 

concerning the reporting system and IFRS, notably as part 

of the process to set up shared accounting services centers 

and integrating them into the financial information system. 

Each year, the Consolidation Department organizes

an average of ten such training sessions.

Organization

of the consolidation process

The Group has consolidation teams at the level of each 

direct subgroup and indirect subgroup. These teams

report to the head of their Sector or General Delegation

and have a dotted-line reporting relationship with the Group 

Consolidation and Reporting Department. This organization, 

which is based on the Group’s organization by business 

(Sectors) and by region (General Delegations), is designed

to guarantee the reliability of the consolidated financial 

statements while also ensuring that information

is processed and overseen at a level as close as possible

to operations staff.

Processing and control

of accounting information

Each subsidiary submits its consolidation package

in accordance with the timeline set by the Group.

The packages are checked and processed at Sector level, 

reviewed by the General Delegation concerned,

then transmitted to the Consolidation Department which 

performs an overall review of the Group accounts

and records the necessary consolidation adjustments.

These consolidated accounts are submitted to Group

senior management every month.

The consolidated financial statements are examined

by the auditors in accordance with professional auditing 

standards. The subsidiaries’ financial statements

Saint-Gobain Registration Document 2012 • 107

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INTERNAL CONTROL

are audited by local auditors, who apply local auditing 

standards and tailor their procedures to the size

of the audited unit.

Consolidation systems

The consolidated financial statements are prepared

using consolidation software equipped with a powerful, 

efficient and secure database that is aligned with

the Group’s matrix management structure. The software

is regularly updated to guarantee the financial information 

system’s sustainability. The latest update was in 2011,

on which occasion a highly controlled access procedure

was set up to enhance system security.

The software is capable of managing a database

with several levels of consolidation and of transparently 

centralizing data in the database.

It feeds data into a secure reporting system accessible

on the Group’s intranet for Group senior management

and the management of the Sectors and General 

Delegations, contributing to internal control of information 

output.

A reporting process that contributes

to financial statement reliability

The monthly reporting process contributes to the reliability 

of the annual and interim consolidated financial statements. 

Hard closes are performed at May 31 and October 31,

to reduce the workload at June 30 and December 31.

Hard close results and balance sheets are reviewed

by finance executives from the Finance Department,

the Sectors and the General Delegations in the same detail 

and in accordance with the same principles as the annual 

and interim financial statements. Their review also covers 

projected actual results to June 30 and December 31.

The hard close is also reviewed by the auditors.

This procedure helps to ensure early detection of any errors 

and their adjustment during the actual close.

Since 2006, forecasts have been adjusted at quarterly 

intervals to reflect differences in actual year-to-date results 

compared with the budget. This cross-checking by head 

office teams, the Sectors and the General Delegations 

represents a key element of the Group’s system of internal 

control over financial and accounting information

for shareholders.

Each month, a consolidated report is prepared for Group 

senior management, supported by discussions and analyses 

of material events and issues of the period.

Restrictions on the Chief Executive

Officer’s powers

On June 3, 2010, Pierre-André de Chalendar was appointed 

as Chairman and Chief Executive Officer, following a Board 

decision to once again combine these two positions,

which had been segregated on June 7, 2007. He has

the powers vested in him by law, as there are no 

restrictions on his powers in the bylaws or imposed

by the Board.

Saint-Gobain Registration Document 2012 • 108
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STATUTORY

AUDITORS’ REPORT

Statutory auditors’ report, prepared in accordance with article L.225-235 of the French Commercial 

Code on the report prepared by the Chairman of the Board of Directors of Compagnie de Saint-Gobain

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely

for the convenience of English speaking readers. This report should be read in conjunction with, and construed

in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

In our capacity as Statutory Auditors of Compagnie de Saint-Gobain, and in accordance with article L.225-235 of the French 

Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of your company 

in accordance with article L.225-37 of the French Commercial Code for the year ended December 31, 2012.

It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report describing

the internal control and risk management procedures implemented by the company and providing the other information 

required by article L.225-37 of the French Commercial Code in particular relating to corporate governance. 

It is our responsibility:

 to report to you on the information set out in the Chairman’s report on internal control and risk management procedures

relating to the preparation and processing of financial and accounting information, and

 to attest that the report sets out the other information required by article L.225-37 of the French Commercial Code,

it being specified that it is not our responsibility to assess the fairness of this information.

We conducted our work in accordance with professional standards applicable in France.

Information concerning the internal control and risk management procedures relating to the preparation

and processing of financial and accounting information

The professional standards require that we perform procedures to assess the fairness of the information on internal

control and risk management procedures relating to the preparation and processing of financial and accounting

information set out in the Chairman’s report. 

These procedures mainly consisted of:

 obtaining an understanding of the internal control and risk management procedures relating to the preparation

and processing of financial and accounting information on which the information presented in the Chairman’s report

is based, and of the existing documentation;

 obtaining an understanding of the work performed to support the information given in the report and of the existing

documentation;

 determining if any material weaknesses in the internal control procedures relating to the preparation and processing

of financial and accounting information that we may have identified in the course of our work are properly described

in the Chairman’s report.

On the basis of our work, we have no matters to report on the information given on internal control and risk management 

procedures relating to the preparation and processing of financial and accounting information, set out in the Chairman

of the Board’s report, prepared in accordance with article L.225-37 of the French Commercial Code.

Other information

We attest that the Chairman’s report sets out the other information required by article L.225-37 of the French Commercial Code.

Neuilly-sur-Seine and Paris La Défense, February 20, 2013.

The statutory Auditors

PricewaterhouseCoopers Audit KPMG Audit

Department of KPMG S.A.

Pierre Coll Jean-Christophe Georghiou Jean-Paul Vellutini Philippe Grandclerc

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RISK FACTORS

risK

FACTORS 

Macroeconomic and industry risks

Most of the Group’s markets are cyclical in nature. 

A significant portion of revenues depends on the level

of investment in the construction market, which generally 

closely follows economic trends. Consequently, the Group’s 

earnings are highly sensitive to national, regional

and local economic conditions.

The sovereign debt crisis that began in mid-2011 

accentuated the global economy’s vulnerabilities.

A further deterioration in the global economic environment 

and in financial market conditions could have a material 

adverse effect on the Group’s sales, earnings, cash flow

and outlook.

Operational risks

Risks associated with the Group’s

international operations

With over two-thirds of revenues generated outside

France, the Group is exposed to the inherent risks

of doing business internationally, including economic, 

political and operational risks. These risks could have

a negative effect on the Group’s business, results

and financial position. Future changes in the political,

legal or regulatory environment could have an adverse 

effect on the Group’s assets, its ability to do business

and its profitability in the countries concerned.

The Group’s businesses are exposed to various

operational risks that could lead to operations being 

interrupted, or to the loss of customers or to financial 

losses.

In 2012, nearly 20% of consolidated sales were realized

in emerging markets and Asia, where risks arising from 

falling GDP, exchange controls, changes in exchange rates, 

inflation and political instability may be greater than

in developed economies.

Innovation risks

The emergence of new technologies is driving rapid

change in some of the Group’s markets. The Group

has to keep pace with these changes and integrate

the new technologies in its product offer, in order

to respond effectively to customers’ needs.

This requires spending on research and development,

with no guaranteed return on investment. The Group’s

sales and operating margin may be affected if it fails

to invest in appropriate technologies or to rapidly bring

new products to market, or if competing products

are introduced or the Group’s new products do not 

adequately respond to customers’ needs.

Intellectual property risks

The Group uses manufacturing secrets, patents, trademarks 

and models and relies on applicable laws and regulations

to protect its intellectual property rights. If the Group

failed or was unable to protect, preserve and use its 

intellectual property rights, this could result in the loss

of its exclusive right to use technologies and processes,

with a material adverse effect on earnings. In addition,

the laws in some of the Group’s host countries may

not protect intellectual property rights to the same degree 

as in other countries such as France and the United States. 

The Group may take legal action against third parties 

suspected of breaching its rights. Any such lawsuits may 

give rise to significant costs and hamper growth in sales

of the products manufactured using the rights concerned.

Risk of being unable to raise prices

to reflect higher costs

The Group’s businesses may be affected by fluctuations

in the prices and availability of feedstocks and/or energy 

(such as natural gas). Its ability to pass on these cost 

increases or decreases to customers depends to a large 

extent on market conditions and practices. If the Group’s 

ability to pass on increases in feedstock and/or energy 

costs were limited, this could have a material adverse

effect on its financial position and earnings.

Risks associated with the integration

of acquisitions

Historically, the Group has grown notably through 

acquisitions. The benefits of acquisitions depend

in part on the realization of cost synergies and

the seamless integration of the acquired businesses

There is no guarantee that these objectives will be met.

Restructuring risks

The Group has undertaken a variety of cost-cutting

and restructuring initiatives. While further savings

are planned, there is no guarantee that the forecast 

reductions will be achieved or that the related

restructuring costs will not be more than originally 

budgeted. In particular, certain restructuring operations

and other initiatives may cost more than expected,

or the cost savings may be less than expected or

take longer than expected to achieve. An increase

in restructuring costs and/or the inability of the Group

to achieve the expected savings could have a material 

adverse effect on the Group’s outlook and earnings.

Saint-Gobain Registration Document 2012 • 110
RISK FACTORS

Market risks

(liquidity, interest rate, foreign exchange, 

energy, raw materials and credit risks)

Liquidity risk on financing 

In a crisis environment, the Group could be unable to raise 

the financing or refinancing needed to cover its investment 

plans on the credit market or the capital market, or to 

obtain such financing or refinancing on acceptable terms.

There is also no guarantee that the Company’s credit

rating will remain at the current level.

The Group’s overall exposure to liquidity risk on net debt

is managed by the Treasury and Financing Department

of Compagnie de Saint-Gobain. Except in special cases,

all of the Group companies’ long-term financing needs

and the majority of their short-term financing needs

are met by Compagnie de Saint-Gobain or by the national 

delegations’ cash pools.

The main objective of liquidity risk management processes 

is to guarantee that the Group’s financing sources will be 

rolled over at maturity and to optimize annual borrowing 

costs. Long-term debt therefore systematically represents

a high percentage of overall debt. At the same time,

the maturity schedules of long-term debt are set in such

a way that replacement capital market issues are spread 

over time.

Medium-term notes are the main source of long-term 

financing used by the Group, along with bonds. However

it also uses perpetual bonds, participating securities,

bank borrowings and lease financing.

Short-term debt is composed mainly of borrowings

under French Commercial Paper (Billets de Trésorerie)

programs and, from time to time, Euro Commercial Paper 

and US Commercial Paper programs, but also includes 

receivables securitization programs and bank overdrafts. 

Financial assets comprise marketable securities and cash 

equivalents. 

Compagnie de Saint-Gobain’s liquidity position is secured

by various confirmed syndicated lines of credit.

A breakdown of long- and short-term debt is provided

by type and maturity in Note 20 to the consolidated 

financial statements. The amounts, currencies,

and acceleration clauses of the Group’s financing programs 

and confirmed credit lines are also discussed in Note 20.

Saint-Gobain’s long-term debt issues have been rated

BBB with a negative outlook by Standard & Poor’s since 

October 29, 2012 and Baa2 with a negative outlook

by Moody’s since November 12, 2012. 

Liquidity risk on investments

Short-term investments consist of bank deposits and mutual 

fund units. To reduce liquidity or volatility risk, whenever 

possible, the Group invests in money market and/or bond 

funds. 

Interest rate risks

The Group’s overall exposure to interest rate risk on consolidated 

debt is managed by the Treasury and Financing Department

of Compagnie de Saint-Gobain. Where subsidiaries use 

derivatives to hedge interest rate risks, their counterparty

is generally Compagnie de Saint-Gobain, the Group’s parent 

company.

The Group’s overall exposure to interest rate risk on consolidated 

debt is managed primarily with the objective of fixing the cost

of medium-term debt and optimizing annual borrowing costs. 

According to Group policy, the derivative financial instruments 

used to hedge these risks comprise interest rate swaps,

cross-currency swaps, options – including caps, floors

and swaptions – and forward rate agreements. 

Based on a sensitivity analysis of the Group’s total net debt

after hedging, a 50-basis point increase in euro interest rates

at the balance sheet date would lead to an €11 million increase

in net income, while a 50-basis point increase in euro and pound 

sterling interest rates at the balance sheet date would lead

to a €6 million increase in equity.

Foreign exchange risk

The currency hedging policies described below could

be inadequate to protect the Group against unexpected

or sharper-than-expected fluctuations in exchange rates

resulting from economic and financial market conditions.

Foreign exchange risks are managed by hedging commercial 

transactions carried out by Group entities in currencies

other than their functional currencies. Compagnie de 

Saint-Gobain and its subsidiaries use options and forward 

contracts to hedge exposures arising from current and 

future commercial transactions. The subsidiaries set up 

options generally through the Group’s parent company, 

Compagnie de Saint-Gobain, which then takes a reverse 

position on the market.

Most forward contracts are for periods of around three 

months. However, forward contracts taken out to hedge 

firm orders may have terms of up to two years. 

Wherever possible, foreign exchange risks are hedged

with Compagnie de Saint-Gobain upon receipt of the orders 

sent by the subsidiaries, or with the local delegations’

cash pools. In other cases, hedges are contracted with the 

subsidiaries’ banks. 

Saint-Gobain Registration Document 2012 • 111

MANAGEMENT REPORT
MANAGEMENT REPORT

RISK FACTORS

The Group monitors its exposure to foreign exchange

risk using a monthly reporting system that captures

the foreign exchange positions taken by subsidiaries.

At December 31, 2012, 97% of the Group’s foreign

exchange position was hedged. 

The net foreign exchange exposure of subsidiaries whose 

functional currency is not one of those presented below 

was as follows at December 31, 2012:

In millions of euro equivalents Long Short

EUR 1 7

USD 4 19

Other currencies 1 3

Total 6 29

Based on a sensitivity analysis at December 31, 2012,

a 10% increase in the exchange rates of the main currencies 

used by subsidiaries would have the following impact on

net income: 

Impact in € millions Net gain or loss

EUR (0.7)

USD (1.5)

A 10% fall in exchange rates would have a positive impact

in the same amounts, assuming that all other variables were 

unchanged.

Energy and raw materials risk

The Group is exposed to changes in the price of raw 

materials used in its products and in energy prices.

Its energy and raw materials hedging programs may

be inadequate to protect the Group against significant

or unforeseen price swings that could result from

the prevailing financial and economic environment.

The Group limits its exposure to energy price fluctuations 

by using swaps and options to hedge part of its fuel oil, 

natural gas and electricity purchases. The swaps and 

options are mainly contracted in the functional currency

of the entities concerned. Hedges of natural gas and fuel oil 

purchases are managed by steering committees comprising 

members of the Group Finance Department, the Group 

Purchasing Department (Saint-Gobain Achats) and

the relevant delegations.

Hedges of energy purchases (excluding fixed-price 

purchases negotiated directly with suppliers by

the Purchasing Department) are generally arranged

by the Group Treasury and Financing Department

(or with the delegations’ treasury departments)

in accordance with instructions received from SGA. 

Hedges other than those mentioned above are not managed 

by a Group-level steering committee because:

 the volumes involved are not material, or

 there are no international price indexes used by local

players and transactions are therefore based on either

administered prices or strictly national indexes.

In both cases, local purchasing units manage energy

risk primarily through fixed-price purchases.

The Group may from time to time enter into contracts

to hedge purchases of other commodities, in accordance

with the principles outlined above for energy purchases.

Credit risk

The Group may be exposed to the risk of losses on cash

and other financial instruments held or managed

on its behalf by financial institutions, if any of these 

counterparties defaults on its obligations. Group policy

is to limit its exposure by dealing solely with leading 

counterparties and monitoring their credit ratings,

in line with guidelines approved by the Board of Directors. 

However, credit risks arising from transactions

with financial counterparties can escalate rapidly and

a high credit rating is no guarantee that an entity will not 

experience a rapid deterioration of its financial position. 

Consequently, there is no guarantee that this policy will

be effective in entirely eliminating counterparty risk.

Any default by a counterparty could have a material 

adverse effect on the Group’s objectives, operating

income and financial position.

To limit the Group’s exposure to credit risk, the Treasury

and Financing Department only deals with counterparties 

with a long-term rating of A- or above from Standard

& Poor’s or A3 or above from Moody’s, with a stable 

outlook in both cases. Concentrations of credit risk are 

closely monitored to ensure that they remain at reasonable 

levels.

Note 21 to the consolidated financial statements provides 

details of the Group’s interest rate and energy hedges,

and the interest rates for the main items of debt. It also 

provides a breakdown of debt by currency and interest

rate (fixed or variable), as well as the interest rate repricing 

schedule.

Other risks 

Customer credit risk

The Group’s exposure to customer credit risk is limited

due to its wide range of businesses, global presence

and very large customer base. Past-due receivables

are regularly analyzed and provisions are booked

whenever necessary (see Note 10 to the consolidated 

financial statements). Nevertheless, changes in the economic 

situation could lead to an increase in customer credit risk.

Consumer credit risk

The Group’s exposure to consumer credit risk is also

limited due to its wide range of businesses, global

presence and very large customer base. Past-due 

receivables are regularly analyzed and provisions

are booked where necessary. In 2013, changes

in the economic situation could lead to an increase

in consumer credit risk.

Saint-Gobain Registration Document 2012 • 112
RISK FACTORS

Employee benefit plan risks

The Group has set up pension and other post-employment 

benefit plans, mainly in France, Germany, the Netherlands, 

the United Kingdom, the United States and Canada.

Most of these plans are closed to new entrants.

The funded status of the plans (which had assets

of €6.8 billion at December 31, 2012) may be affected

by unfavorable changes in the actuarial assumptions

used to calculate the projected benefit obligation,

such as a reduction in discount rates, an increase in life 

expectancy or higher inflation, or by a fall in the market 

values of plan assets, consisting mainly of equities

and bonds.

At December 31, 2012, the total projected benefit

obligation was €10.0 billion. The obligation increased

by €0.2 billion over the year and the fair value of plan 

assets rose by around €0.2 billion. These figures take

into account the reclassification to assets and liabilities

held for sale of Verallia North America’s benefit

obligation and plan assets, in the amount of €1.0 billion

and €0.7 billion, respectively.

Risk of impairment of property,

plant and equipment and intangible assets

Brands and goodwill make up a significant proportion

of the Group’s intangible assets, representing €2.8 billion 

and €10.9 billion, respectively. In line with Group

accounting policies, goodwill and certain other intangible 

assets with indefinite useful lives are tested for impairment 

periodically and whenever there is an indication that their 

carrying amount may not be fully recoverable. Goodwill

and other identified intangible assets may become impaired 

as a result of worse-than-expected performance by

the Group, unfavorable market conditions, unfavorable

legal or regulatory changes or many other factors.

The recognition of impairment losses on goodwill could 

have an adverse effect on consolidated net income. 

Property, plant and equipment (€13.7 billion) represent 

roughly one third of total assets and may become

impaired in the event of a downturn in business.

Industrial and environmental risks

The Group may be exposed to capital costs and environmental 

liabilities as a result of its past, present or future operations.

The main industrial and environmental risks result from

the storage of hazardous substances at certain sites.

Five of the Group’s plants are considered as representing 

“major technological risks” under European regulations,

and are subject to specific legislation and close supervision 

by the relevant authorities.

In 2012, five Saint-Gobain plants in Europe were considered 

as classified installations under the EU Seveso II Directive. 

Three of these are classified as “lower-tier” under

the directive: Conflans Sainte-Honorine (Abrasives)

in France, which stores phenolic resin; Neuburg (Packaging) 

in Germany, which stores liquefied petroleum gas;

and Avilès (Flat Glass) in Spain, which stores propane (C3H8) 

and oxygen (O2). The other two are classified as “upper tier”: 

Bagneaux-sur-Loing (Flat Glass) in France, which stores 

arsenic (AS2O3) and Carrascal del Rio (Flat Glass) in Spain, 

which stores hydrofluoric acid (HF), amongst other 

substances.

In application of France’s Act of July 30, 2003 on the 

prevention of technological and natural risks and the 

remediation of contaminated sites, specific risk prevention 

and safety policies have been implemented at all of

the French sites listed above, with particular emphasis

on “upper tier” Seveso sites. After having identified accident 

risks and their potential impact on the environment, 

preventive measures were implemented, covering the 

design and construction of storage areas,

as well as the manner in which they are used

and maintained. Internal contingency plans have been 

developed to respond to incidents. Liability for personal 

injury and damage to property arising from the operation

of the plants is covered by the current insurance program, 

except for the Bagneaux-sur-Loing plant, which is insured 

under a specific policy taken out by the joint venture

that operates the facility. In the event of a technological 

accident, compensation payments to victims would

be organized jointly by the joint venture, the insurance 

broker and the insurer.

Saint-Gobain also has to deal with risks relating to chronic 

pollution. Ninety-eight Group sites are classified as IPPC(1)

installations and are subject to integrated pollution 

prevention and control regulations.

Legal risks

The Group is not subject to any specific regulations

that could have an impact on its financial position,

although its manufacturing subsidiaries are generally 

required to comply with specific national laws

and regulations that vary from country to country.

In France, for example, Group plants are subject to

the laws and regulations applicable to classified sites.

The Group is not dependent on any other companies

for its technical or commercial operations, is not subject

to particular confidentiality restrictions and has full

access to the assets required to operate its business.

The regulations applicable to the Group may change

in a manner that may be favorable or unfavorable.

The introduction of stricter regulations or more diligent 

enforcement of existing regulations may, in some cases,

open up new growth opportunities for the Group,

but may also change the way the Group conducts

(1) The purpose of Directive 2008/1/EC concerning integrated pollution prevention and control (IPPC Directive) is to ensure a high level of protection

for the environment by using an integrated approach to prevent and control pollution from a wide range of industrial and agricultural activities.

Saint-Gobain Registration Document 2012 • 113

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MANAGEMENT REPORT

RISK FACTORS

its business, possibly leading to an increase in operating 

expenses or restrictions on the scope of the business

or, more generally, acting as a brake on business growth.

Compagnie de Saint-Gobain has elected to be taxed under

the group relief scheme provided for in articles 223A

et seq. of France’s General Tax Code. 

The Group’s main legal risks concern asbestos-related 

litigation in France and, above all, the United States,

and competition issues.

There can be no guarantee that there will be no unforeseen 

or significant regulatory changes in the future with

a material adverse effect on the Group’s business,

financial position or earnings.

There are no other governmental, legal or arbitration 

proceedings in progress, pending or threatened of which

the Company is aware which may have, or have had

in the past 12 months, significant effects on the Group’s 

financial position or profitability.

Asbestos-related litigation in France

 Inexcusable fault lawsuits

In France, further individual lawsuits were filed in 2012 

by former employees (or persons claiming through them) 

of Everite and Saint-Gobain PAM (“the employers”)

– which in the past had carried out fiber-cement 

operations – for asbestos-related occupational diseases, 

with the aim of obtaining supplementary compensation 

over and above the amounts paid by the French Social 

Security authorities in this respect. A total of 759

such lawsuits have been issued against the two 

companies since 1997.

At December 31, 2012, 684 of these 759 lawsuits

had been completed in terms of both liability

and quantum. In all of these cases, the employers

were held liable on the grounds of “inexcusable fault”.

Everite and Saint-Gobain PAM were held liable to pay

a total amount of some €1.3 million in compensation

in settlement of these lawsuits.

Concerning the 75 lawsuits outstanding against Everite 

and Saint-Gobain PAM at December 31, 2012, the merits 

of nine have been decided but the compensation awards 

have not yet been made, pending issue of medical

reports or Appeal Court rulings. A further 33 of these

75 lawsuits have been completed in terms of both

liability and quantum, but liability for the payment

of compensation has not yet been assigned.

Out of the 33 remaining lawsuits, at December 31, 2012 

the procedures relating to the merits of 26 cases were

at different stages, with three in the process of being 

investigated by the French Social Security authorities

and 23 pending before the Social Security courts.

The final seven suits have been withdrawn by the 

plaintiffs who can ask for them to be re-activated

at any time within a two-year period.

In addition, as of December 31, 2012, 183 suits based

on inexcusable fault had been filed by current or former 

employees of 12 other French companies in the Group 

(excluding Saint-Gobain Desjonquères and Saint-Gobain 

Vetrotex, which have been sold), in particular involving 

circumstances where equipment containing asbestos

had been used to protect against heat from furnaces.

At that date, 123 lawsuits had been completed. In 51

of these cases, the employer was held liable for 

inexcusable fault.

The companies were held liable to pay a total amount

of some €0.6 million in compensation in settlement

of these lawsuits.

For the 60 suits outstanding at December 31, 2012, 

arguments were being prepared by the French Social 

Security authorities in six cases, 35 were being 

investigated – including 24 pending before the Social 

Security courts, 10 before the Courts of Appeal

and one before the Court of Cassation – and nine had

been completed in terms of liability but not in terms

of quantum, of which eight pending before the Courts

of Appeal and one before the Court of Cassation.

The final 10 suits have been withdrawn by the plaintiffs 

who can ask for them to be re-activated at any time 

within a two-year period.

 Anxiety claims

Four French companies in the Group that currently

operate or previously operated “asbestos facilities” 

in France are facing legal action different from 

that described above.

In France, “asbestos facilities” are plants – currently in 

operation or closed – that once either manufactured 

materials containing asbestos or used asbestos-containing 

equipment for protection and insulation, and which, by 

ministerial order, are included in a list of sites whose 

former or current employees are eligible for the asbestos 

workers’ early retirement benefit (ACAATA).

As of December 31, 2012, 145 lawsuits had been filed

by employees or former employees of such facilities

– not affected by asbestos-related occupational illness

and benefiting or not from ACAATA – with the aim

of obtaining compensation for damages arising from

their alleged exposure to asbestos. Out of the 145 suits,

49 have been completed, with three cases dismissed 

outright. Concerning the other 46 suits, where exposure

to risk was recognized, claimants were allowed to recover 

damages solely in compensation for anxiety, resulting

in a total settlement of €629,500. Out of the remaining

96 suits, 30 are pending before the Courts of Appeal,

two of which were filed by claimants and 28 by

the companies in question, and 66 are before Labor 

Relations Boards.

Saint-Gobain Registration Document 2012 • 114
RISK FACTORS

Asbestos-related litigation in the United States

In the United States, several companies that once 

manufactured products containing asbestos such

as asbestos-cement pipes, roofing products, specialized 

insulation or gaskets, are facing legal action from

persons other than their employees or former employees. 

These claims for compensatory – and in many cases 

punitive – damages are based on alleged exposure

to the products, although in many instances the claimants 

cannot demonstrate any specific exposure to one or more 

products, or any specific illness or physical disability.

The vast majority of these claims are made simultaneously 

against many other non-Group entities that have been 

manufacturers, distributors, installers or users of products 

containing asbestos.

 Developments in 2012

About 4,000 new claims were filed against CertainTeed

in 2012, compared to about 4,000 in 2011, 5,000

in 2010, 4,000 in 2009 and 5,000 in 2008. Over

the last five years the number of new claims has 

remained relatively stable.

Almost all of the claims against CertainTeed are settled 

out of court or dismissed. Approximately 9,000

of the pending claims were resolved in 2012, compared

to 8,000 in 2011, 13,000 in 2010 and 8,000 in 2009

and 2008. In addition, roughly 4,000 claims (primarily

in Texas) were transferred to inactive dockets further

to court rulings, as plaintiffs did not meet certain 

minimum medical criteria. Taking into account the

52,000 outstanding claims at the end of 2011, new claims 

that arose during the year and claims settled or placed

on the inactive docket, some 43,000 claims were 

outstanding at December 31, 2012. A large number

of these pending claims were filed more than five years 

ago by individuals without any significant asbestos-related 

impairment, and it is likely that many of them ultimately 

will be dismissed.

 Impact on the accounts

The Group recorded a €90 million charge in 2012

to cover future developments in relation to claims 

involving CertainTeed. This amount is identical

to that recorded in 2011, less than the €97 million 

recorded in 2010 and higher than the €75 million 

recorded in 2009 and 2008. At December 31, 2012,

the Group reserve for asbestos-related claims against 

CertainTeed in the United States amounted

to €417 million (USD 550 million), compared with

€389 million (USD 504 million) at December 31, 2011, 

€375 million (USD 501 million) at December 31, 2010, 

€347 million (USD 500 million) at December 31, 2009 and 

€361 million (USD 502 million) at December 31, 2008.

 Cash flow impact

Compensation paid in respect of these claims against 

CertainTeed, including claims settled prior to 2012

but only paid out in 2012, and those fully resolved

and paid in 2012, and compensation paid

(net of insurance) in 2012 by other Group businesses

in connection with asbestos-related litigation, amounted 

to €52 million (USD 67 million), compared to €59 million 

(USD 82 million) in 2011, €78 million (USD 103 million)

in 2010, €55 million (USD 77 million) in 2009

and €48 million (USD 71 million) in 2008.

Situation in Brazil

In Brazil, former Group employees suffering from asbestosrelated occupational illness are offered either exclusively 

financial compensation or lifetime medical assistance 

combined with financial compensation. Only a small number 

of asbestos-related lawsuits brought by former employees 

(or persons claiming through them) were outstanding

at December 31, 2012, and they do not currently represent 

a material risk for the companies concerned.

Ruling by the European Commission following 

the investigation into the automotive glass 

industries

In the November 12, 2008 decision concerning

its investigation into automotive glass manufacturers,

the European Commission held that Saint-Gobain Glass 

France, Saint-Gobain Sekurit France and Saint-Gobain 

Sekurit Deutschland Gmbh had violated Article 81

of the Treaty of Rome based on acts committed between 

1998 and 2003, and fined them €896 million.

Compagnie de Saint-Gobain was held jointly and severally 

liable for the payment of this amount.

The companies concerned believe the fine is excessive

and disproportionate, and have appealed the decision 

before the General Court of the European Union.

The European Commission has granted them a stay

of payment until the appeal has been heard, in exchange

for a bond covering the €896 million fine and the related 

interest, calculated at the rate of 5.25% from March 9, 2009. 

The necessary steps were taken to set up this bond within 

the required timeframe.

The hearing before the General Court of the European

Union in Luxembourg took place on December 11, 2012. 

The ruling is expected to be handed down within six

to twelve months.

The provision set aside to cover the fine, the late interest, 

the cost of the above bond and the related legal costs 

amounted to €1,098 million at December 31, 2012.

Saint-Gobain Registration Document 2012 • 115

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RISK FACTORS

Insurance - coverage of potential risks

The Group transfers its risks to the insurance market

when this is the most efficient solution. Default by one

or more of the Group’s insurers could therefore lead

to financial losses.

The Group implements preventive programs and purchases 

insurance cover to protect its assets and revenue.

The policy is determined, coordinated and overseen

by the Risks and Insurance Department based on conditions 

in the insurance market. It defines insurance criteria

for the most significant risks, such as property & casualty, 

business interruption, and business and product liability.

For other types of cover, such as automobile fleet insurance, 

the Risks and Insurance Department advises the individual 

operating units on policy content, broker selection

and which market to consult. These represent high 

frequency risks, for which claims are monitored internally 

and appropriate action taken. The 2011 policies were 

renewed in 2012 and the captive insurance company

set up to cover property risks delivered real benefits.

Companies acquired during the year have been integrated 

into existing insurance programs.

Property & casualty and business

interruption insurance

The Group’s non-excluded property & casualty risks

and business interruption risks arising from accidental 

damage to insured assets are covered by two worldwide 

insurance programs, one for the Group excluding the 

Packaging Sector and one for the Packaging Sector alone. 

They do not cover operations in Brazil, which are insured

by two local programs, one for the Group’s Brazilian entities 

excluding the Packaging Sector and one for its Brazilian 

Packaging Sector entities alone. These insurance programs 

come under the Risk and Insurance Department’s 

supervision.

The programs meet the insurance criteria laid down

by the Department:

 All policies are «all risks» policies with named exclusions.

 Claims ceilings are based on worst-case scenarios

where safety systems operate effectively.

 Deductibles are proportionate to the size of the site

concerned and cannot be qualified as self-insurance.

These criteria take into account current insurance offerings, 

which exclude certain risks, such as computer viruses

and their impact on operations, and cover natural disasters 

like floods, storms or earthquakes only up to a certain 

amount.

In extreme scenarios, such events could have a substantial 

uninsured financial impact in terms of both reconstruction 

costs and lost production costs.

The Risks and Insurance Department’s policy is based

on the findings of the annual audits carried out by 

independent prevention experts recognized by the Group’s 

insurers. These audits give a clear picture of the main

sites’ risk exposure in the event of a fire or other incident 

and provide an estimate of the financial consequences

in a worst-case scenario.

Individual claims in excess of €12.5 million are transferred 

to the insurance market for all Group subsidiaries, excluding 

the Packaging Sector and Brazil.

Claims representing less than this amount are self-insured 

through the Group’s captive insurance company, which 

purchases reinsurance cover against increases in frequency 

or severity rates.

Liability insurance

Two programs provide coverage for third-party personal 

injury and property damage claims: one for Group 

subsidiaries, excluding the Packaging Sector, and one

for the Packaging Sector. The programs are similarly 

structured, with each comprising several programs

for the lower tranches of claims.

The first covers all subsidiaries except those located

in the geographic area covered by the United States

& Canada Delegation and has a coverage limit of 

€50 million. The program’s exclusions are consistent with

market practice and concern in particular potentially 

carcinogenic substances and gradual pollution.

In order to satisfy local regulatory requirements,

a policy is taken out in each country in which the Group

has a significant presence. Local policies are backed up

by first line insurance issued in Paris, which can be 

activated when local cover proves inadequate.

The second program covers subsidiaries located in the 

geographic area covered by the United States & Canada 

Delegation and has a coverage limit of USD 50 million.

This program is structured differently to deal with

the specific nature of liability risks in the United States.

It is divided into several lines of coverage, allowing

it to be placed on the London insurance market.

Exclusions are in line with current market practice

in the United States and primarily concern contractual 

liability, pollution and third party consequential loss.

In addition to the two above-described programs,

a number of supplementary programs have been set up

in order to bring the total coverage limit to a level 

considered compatible with the Group’s businesses.

Within the operating units, action is taken to raise 

awareness of liability risks. In the case of a claim,

the deductible is paid directly by the unit concerned, 

representing an added incentive to contain these risks. 

Deductibles do not, however, constitute self-insurance. 

Saint-Gobain also runs a risk prevention program at its 

operating units with the support of the Environment,

Health and Safety Department.

Exceptions

Joint ventures and companies not controlled by the Group 

are excluded from the above programs and purchase 

separate insurance coverage.

Saint-Gobain Registration Document 2012 • 116
Consolidated Financial Statements

financial statements

Consolidated

SAINT-GOBAIN Registration document 2012 • 117

118 • CONSOLIDATED BALANCE SHEET

120 • CONSOLIDATED INCOME STATEMENT

121 • CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE

122 • cONSOLIDATED STATEMENT OF CASH FLOWS

123 • CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

124 • Notes to the consolidated financial statements

124 • NOTE 1 Accounting principles and policies

133 • NOTE 2 Changes in Group structure

135 • NOTE 3 Assets and liabilities held for sale

135 • NOTE 4 Goodwill

136 • NOTE 5 Other intangible assets

137 • NOTE 6 Property, plant and equipment

138 • NOTE 7 Investments in associates

139 • NOTE 8 Other non-current assets

140 • NOTE 9 Inventories

140 • NOTE 10 Trade and other accounts receivable

140 • NOTE 11 Equity

141 • NOTE 12 Stock option plans

142 • NOTE 13 Group savings plan (“peg”)

143 • NOTE 14 Performance share 

and performance unit plans

145 • NOTE 15 Provisions for pensions 

and other employee benefits

150 • NOTE 16 Current and deferred taxes

151 • NOTE 17 Other current and non-current liabilities 

and provisions

152 • NOTE 18 Trade and other accounts payable 

and accrued expenses

152 • NOTE 19 Risk factors

155 • NOTE 20 Net debt

157 • NOTE 21 Financial instruments

159 • NOTE 22 Financial assets and liabilities

161 • NOTE 23 Business income by expense type

161 • NOTE 24 Net financial expense

162 • NOTE 25 ebitda – Recurring net income

cash flow from operations

162 • NOTE 26 Earnings per share

163 • NOTE 27 Commitments

164 • NOTE 28 Litigation

167 • NOTE 29 Related-party transactions

167 • NOTE 30 Joint ventures

167 • NOTE 31 Management compensation

167 • NOTE 32 Employees

168 • NOTE 33 Segment information

170 • NOTE 34 Principal fully consolidated companies

172 • NOTE 35 Subsequent events

173 • statutory auditor’s report on the consolidated financial statements
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 118

CONSOLIDATED BALANCE SHEET

at 31 december

ASSETS Dec. 31,

(in EUR millions) Notes 2010 2011

Goodwill (4) 10,936 11,041 

Other intangible assets (5) 3,196 3,148 

Property, plant and equipment (6) 13,696 14,225 

Investments in associates (7) 206 167 

Deferred tax assets (16) 1,236 949 

Other non-current assets (8) 359 347 

Non-current assets 29,629 29,877 

Inventories (9) 6,133 6,477 

Trade accounts receivable (10) 5,017 5,341 

Current tax receivable (16) 204 182 

Other receivables (10) 1,425 1,408 

Assets held for sale (3) 936 0 

Cash and cash equivalents (20) 4,179 2,949 

Current assets 17,894 16,357 

Total Assets 47,523 46,234 

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED BALANCE SHEET

Dec. 31,

2012
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 119

EQUITY AND LIABILITIES Dec. 31,

(in EUR millions) Notes 2011

Capital stock (11) 2,125 2,142 

Additional paid-in capital and legal reserve 5,699 5,920 

Retained earnings and net income for the year 10,334 10,654 

Cumulative translation adjustments (523) (476)

Fair value reserves (15) (22)

Treasury stock (11) (181) (403)

Shareholders’ equity 17,439 17,815 

Minority interests 412 403

Total equity 17,851 18,218 

Long-term debt (20) 9,588 8,326 

Provisions for pensions and other employee benefits (15) 3,465 3,458 

Deferred tax liabilities (16) 792 893 

Other non-current liabilities and provisions (17) 2,171 2,143 

Non-current liabilities 16,016 14,820 

Current portion of long-term debt (20) 1,732 1,656 

Current portion of other liabilities (17) 457 733 

Trade accounts payable (18) 6,143 6,018 

Current tax liabilities (16) 70 165 

Other payables and accrued expenses (18) 3,408 3,562 

Liabilities held for sale (3) 497 0 

Short-term debt and bank overdrafts (20) 1,349 1,062 

Current liabilities 13,656 13,196 

Total Equity and Liabilities 47,523 46,234 

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED BALANCE SHEET

Dec. 31,

2012
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 120

CONSOLIDATED

INCOME STATEMENT

(in EUR millions) Notes 2010 2011

Net sales (33) 43,198 42,116 

Cost of sales (23) (33,046) (31,763)

Selling, general and administrative expenses including research (23) (7,271) (6,912)

Operating income 2,881 3,441 

Other business income (23) 116 69 

Other business expense (23) (1,013) (864)

Business income 1,984 2,646 

Borrowing costs, gross (627) (559)

Income from cash and cash equivalents 40 43 

Borrowing costs, net (587) (516)

Other financial income and expense (24) (137) (122)

Net financial expense (724) (638)

Share in net income of associates (7) 12 8 

Income taxes (16) (476) (656)

Net income 796 1,360 

Attributable to equity holders of the parent 766 1,284 

Minority interests 30 76 

Earnings per share (in Eur)

Weighted average number of shares in issue 526,399,944 526,274,931

Basic earnings per share (26) 1.46 2.44

Weighted average number of shares assuming full dilution 528,692,847 530,333,380

Diluted earnings per share (26) 1.45 2.42

The accompanying notes are an integral part of the consolidated financial statements.

2012

CONSOLIDATED INCOME STATEMENT
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 121

consolidated STATEMENT

OF RECOGNIZED INCOME

AND EXPENSE

(in EUR millions) 2010 2011

Net income 796 1,360

Items that may be subsequently reclassified to profit or loss

Translation adjustments (65) (108)

Changes in fair value 7 21

Tax on items that may be subsequently reclassified to profit or loss (24) (6)

Items that will not be reclassified to profit or loss

Changes in actuarial gains and losses (922) (704)

Tax on items that will not be reclassified to profit or loss 293 240

Income and expense recognized directly in equity (711) (557)

Total recognized income and expense for the year 85 803

Attributable to equity holders of the parent 74 742

Minority interests 11 61

The accompanying notes are an integral part of the consolidated financial statements.

2012

CONSOLIDATED STATEMENT OF RECOGNIZED INCOME AND EXPENSE
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 122

CONSOLIDATED

STATEMENT of CASH FLOWs

(in EUR millions) Notes 2012 2011

Net income attributable to equity holders of the parent 766 1,284

Minority interests in net income (*) 30 76

Share in net income of associates, net of dividends received (7) (6) (1)

Depreciation, amortization and impairment of assets (23) 1,988 1,892

Gains and losses on disposals of assets (23) (60) (1)

Unrealized gains and losses arising from changes in fair value and share-based payments (23) 48

Changes in inventories (9) 252 (551)

Changes in trade accounts receivable and payable, and other accounts receivable and payable (10)(18) 429 18

Changes in tax receivable and payable (16) (118) (6)

Changes in deferred taxes and provisions for other liabilities and charges (15)(16)(17) (696) (374)

Net cash from operating activities 2,562 2,385

Purchases of property, plant and equipment [2012: (1,773), 2011: (1,936)] and intangible assets (5)(6) (1,883) (2,028)

Increase (decrease) in amounts due to suppliers of fixed assets (18) (67) 18

Acquisitions of shares in consolidated companies [2012: (338), 2011: (688)], net of cash acquired (2) (323) (666)

Acquisitions of other investments (8) (15) (8)

Increase in investment-related liabilities (17) 46 0

Decrease in investment-related liabilities (17) (8) (17)

Investments (2,250) (2,701)

Disposals of property, plant and equipment and intangible assets (5)(6) 83 90

Disposals of shares in consolidated companies, net of cash divested (2) 81 8

Disposals of other investments (8) 1 2

Divestments 165 100

Increase in loans and deposits (8) (85) (38)

Decrease in loans and deposits (8) 58 53

Changes in loans and deposits (27) 15

Net cash from (used in) investing activities (2,112) (2,586)

Issues of capital stock (*) 127 158

(Increase) decrease in treasury stock (*) (162) (186)

Dividends paid (*) (646) (603)

Transactions with shareholders of parent company (681) (631)

Minority interests’ share in capital increases of subsidiaries 13 4

Acquisitions of minority interests without gain of control (1) (6)

Disposals of minority interests without loss of control 5 0

Changes in investment related liabilities following the exercise of put options of minority (69) (20)

Dividends paid to minority shareholders of consolidated subsidiaries and increase (decrease) in dividends payable (55) (20)

Transactions with minority interests (107) (42)

Increase (decrease) in bank overdrafts and other short-term debt 296 64

Increase in long-term debt (**) 2,808 2,069

Decrease in long-term debt (**) (1,515) (1,055)

Changes in gross debt 1,589 1,078

Net cash from (used in) financing activities 801 405

Increase (decrease) in cash and cash equivalents 1,251 204

Net effect of exchange rate changes on cash and cash equivalents (16) (20)

Net effect from changes in fair value on cash and cash equivalents (4) 3

Cash and cash equivalents classified as assets held for sale (3) (1) 0

Cash and cash equivalents at beginning of year 2,949 2,762

Cash and cash equivalents at end of year 4,179 2,949

(*) Refer to the consolidated statement of changes in equity.

(**) Including bond premiums, prepaid interest and issue costs.

Income tax paid amounted to €730 million in 2012 (2011: €668 million). Interest paid net of interest received amounted to €571 million (2011: €484 million).

The accompanying notes are an integral part of the consolidated financial statements.

2012

CONSOLIDATED STATEMENT OF CASH FLOWS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 123

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

(Number of shares) (in EUR millions)

Issued Outstanding Capital Additional Retained Cumulative Fair Treasury Share- Minority Total

(excluding stock paid-in earnings translation value stock holders’ interests equity

treasury capital and net adjust- reserves equity 

stock) and legal income for ments 

 reserve the year

At January 1, 2011 530,836,441 525,722,544 2,123 5,781 10,614 (383) (43) (224) 17,868 364 18,232

Income and expenses recognized 

directly in equity 0 0 (470) (93) 21 0 (542) (15) (557)

Net income for the year 1,284 1,284 76 1,360 

Total recognized income 

and expense for the year 0 0 814 (93) 21 0 742 61 803 

Issues of capital stock

Group Savings Plan 4,497,772 4,497,772 18 132 150 150 

Stock option plans 229,510 229,510 1 7 8 8 

Other 0 4 4 

Dividends paid (EUR 1.15 per share) (603) (603) (21) (624)

Treasury stock purchased (10,180,347) (418) (418) (418)

Treasury stock sold 5,936,217 (7) 239 232 232 

Forward purchases of treasury stock (197) (197) (197)

Share-based payments 39 39 39 

Changes in Group structure (6) (6) (5) (11)

At December 31, 2011 535,563,723 526,205,696 2,142 5,920 10,654 (476) (22) (403) 17,815 403 18,218

Income and expenses 

recognized directly in equity 0 0 (652) (47) 7 0 (692) (19) (711)

Net income for the year 766 766 30 796 

Total recognized income 

and expense for the year 0 0 114 (47) 7 0 74 11 85 

Issues of capital stock

Group Savings Plan 4,387,680 4,387,680 18 107 125 125 

Stock option plans 714,239 714,239 3 (1) 2 2 

Other 0 13 13 

Dividends paid (EUR 1.24 per share) (646) (646) (54) (700)

Treasury stock purchased (8,727,221) (280) (280) (280)

Treasury stock sold 3,854,183 (19) 137 118 118 

Treasury stock canceled (9,540,000) (38) (327) 365 0 0 

Forward purchases of treasury stock 197 197 197 

Share-based payments 14 14 14 

Changes in Group structure 20 20 39 59 

At December 31, 2012 531,125,642 526,434,577 2,125 5,699 10,334 (523) (15) (181) 17,439 412 17,851

The accompanying notes are an integral part of the consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 124

NOTES

TO THE CONSOLIDATED

FINANCIAL STATEMENTS

Note 1 Accounting principles and policies

Basis of preparation

The consolidated financial statements 

of Compagnie de Saint-Gobain and its subsidiaries 

(“the Group”) have been prepared in accordance 

with the International Financial Reporting Standards (IFRS) 

adopted for use in the European Union at December 31, 

2012, corresponding to the IFRS issued by the International 

Accounting Standards Board (IASB).

The accounting policies applied are consistent 

with those used to prepare the financial statements 

for the year ended December 31, 2011, except 

for the application of the new standards and interpretations 

described below. The consolidated financial statements have 

been prepared using the historical cost convention, except 

for certain assets and liabilities that have been measured 

using the fair value model as explained in these notes.

The standards, interpretations and amendments to published 

standards applicable for the first time in 2012 (see the table 

below) do not have a material impact on the Group’s 

consolidated financial statements.

The Group has not early adopted any new standards, 

interpretations or amendments to published standards 

that are applicable for accounting periods beginning 

on or after January 1, 2013 (see the table below). 

The estimated impact of applying the amendment 

to IAS 19 – Employee Benefits on the 2013 consolidated 

financial statements would be as follows:

l Financial expenses would be approximately €150 million 

higher, as a result of calculating the return on plan assets 

using the discount rate applied to the projected benefit 

obligation instead of the expected rate of return.

l Consolidated equity would be €26 million lower, due 

to the immediate recognition of cumulative past service cost 

at January 1, 2013.

These consolidated financial statements were adopted 

by the Board of Directors on February 20, 2013 and will be 

submitted to the Shareholders’ Meeting for approval. 

They are presented in millions of euros.

Estimates and assumptions

The preparation of consolidated financial statements 

in compliance with IFRS requires management to make 

estimates and assumptions that affect the reported amounts 

of assets and liabilities and the disclosure of contingent 

assets and liabilities at the date of the financial statements, 

as well as the reported amounts of income and expenses 

during the period. These estimates and assumptions are 

based on past experience and on various other factors 

in the prevailing deteriorated economic and financial 

environment which makes it difficult to predict future 

business performance. Actual amounts may differ 

from those obtained through the use of these estimates 

and assumptions.

The main estimates and assumptions described 

in these notes concern the measurement of employee 

benefit obligations (Note 15), provisions for other liabilities 

and charges (Note 17), asset impairment tests (Note 1), 

deferred taxes (Note 16), share-based payments (Notes 12, 

13 and 14) and financial instruments (Note 21).

Summary of new standards, interpretations 

and amendments to published standards

Standards, interpretations and amendments to existing 

standards applicable in 2012:

Amendments to IFRS 7 Disclosures – Transfers of financial 

assets

Standards, interpretations and amendments 

to existing standards early adopted in 2012:

Amendment to IAS 1 Presentation of items 

of other comprehensive income

Amendments to IAS 12 Deferred taxes: recovery of underlying 

assets and incorporation 

into the standard of SIC-21 income 

taxes – recovery of revalued 

non-depreciable assets

Amendments to IAS 19 Employee benefits

Amendment to IAS 27 Separate financial statements

Amendment to IAS 28 Investments in associates 

and joint ventures

Amendment to IAS 32 Offsetting financial assets and financial 

liabilities

Amendments to IFRS 1 Severe hyperinflation and removal 

of fixed dates for first-time adopters

Amendments to IFRS 7 Disclosure of offsetting financial assets 

and financial liabilities

IFRS 10 Consolidated financial statements

IFRS 11 Joint arrangements

IFRS 12 Disclosure of interests in other entities

IFRS 13 Fair value measurement

IFRIC 20 Stripping costs in the production phase 

of a surface mine

Standards adopted by the European Union may be consulted 

on the European Commission website, at http://ec.europa.eu/

internal_market/accounting/ias/index_en.htm

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 125

Scope and methods of consolidation

Scope

The Group’s consolidated financial statements include 

the accounts of Compagnie de Saint-Gobain 

and of all companies controlled by the Group, as well 

as those of jointly controlled companies and companies 

over which the Group exercises significant influence.

Significant changes in the Group’s scope of consolidation 

during 2012 are presented in Note 2 and a list 

of the principal consolidated companies at December 31, 

2012 is provided in Note 34.

Consolidation methods

Companies over which the Group exercises exclusive control, 

either directly or indirectly, are fully consolidated.

Interests in jointly controlled entities are proportionately 

consolidated. The Group has elected not to apply 

the alternative treatment permitted by IAS 31, under which 

jointly controlled companies may be accounted 

for by the equity method, and has maintained 

the proportionate consolidation method.

Companies over which the Group directly or indirectly 

exercises significant influence are accounted 

for by the equity method.

The Group’s share of the profit of companies accounted 

for by the equity method is recognized in the income 

statement under “Share in net income of associates”.

Business combinations

The Group has applied IFRS 3R and IAS 27A on a prospective 

basis starting from January 1, 2010. As a result, business 

combinations completed prior to that date are recognized 

in accordance with the previous versions of IFRS 3 and IAS 27. 

Goodwill

When an entity is acquired by the Group, the identifiable 

assets and assumed liabilities of the entity are recognized 

at their fair value. Any adjustments to provisional values 

as a result of completing the initial accounting are recognized 

within 12 months and retrospectively at the acquisition date.

The final acquisition price (referred to as “consideration 

transferred” in IFRS 3R), including the estimated fair value 

of any earn-out payments or other deferred consideration 

(referred to as “contingent consideration”), is determined 

in the 12 months following the acquisition. Under IFRS 3R, 

any adjustments to the acquisition price beyond 

this 12-month period are recorded in the income statement. 

Since January 1, 2010, all costs directly attributable 

to the business combination, i.e. costs that the acquirer incurs 

to effect a business combination such as professional fees 

paid to investment banks, attorneys, auditors, independent 

valuers and other consultants, are no longer capitalized 

as part of the cost of the business combination, 

but are recognized as expenses as incurred.

In addition, since January 1, 2010, goodwill is recognized 

only at the date that control is achieved (or joint control 

is achieved in the case of proportionately consolidated 

companies or significant influence is obtained in the case 

of entities accounted for by the equity method). 

Any subsequent increase in ownership interest is recorded 

as a change in equity attributable to the equity holders 

of the parent without adjusting goodwill.

Goodwill is recorded in the consolidated balance sheet 

as the difference between the acquisition-date fair value of (i) 

the consideration transferred plus the amount of any minority 

interests and (ii) the identifiable net assets of the acquiree. 

Minority interests are measured either as their proportionate 

interest in the net identifiable assets (partial goodwill 

method) or at their fair value at the acquisition date 

(full goodwill method). As the Group generally applies 

the partial goodwill method, goodwill calculated by the full 

goodwill method is not material.

Goodwill represents the excess of the cost of an acquisition 

over the fair value of the Group’s share of the assets 

and liabilities of the acquired entity. If the cost 

of the acquisition is less than the fair value of the net assets 

and liabilities acquired, the difference is recognized directly 

in the income statement.

Step acquisitions and partial disposals

When the Group acquires control of an entity 

in which it already held an equity interest, the transaction 

is treated as a step acquisition (an acquisition in stages), 

as follows: (i) as a disposal of the previously-held interest, 

with recognition of any gain or loss in the consolidated 

financial statements, and (ii) as an acquisition of the entire 

interest, with recognition of the corresponding goodwill 

(on both the old and new acquisitions).

When the Group disposes of part of an equity interest, 

leading to the loss of control (with a minority interest 

retained), the transaction is also treated as both a disposal 

and an acquisition, as follows: (i) as a disposal of the entire 

interest, with recognition of any gain or loss 

in the consolidated financial statements, 

and (ii) as an acquisition of the retained non-controlling 

(minority) interest, measured at fair value.

Potential voting rights and share purchase commitments

Potential voting rights conferred by call options on minority 

interests (non-controlling interests) are taken into account 

in determining whether the Group exclusively controls 

an entity only when the options are currently exercisable.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 126

When calculating its percentage interest in controlled 

companies, the Group considers the impact of cross 

put and call options on minority interests in the companies 

concerned. This approach gives rise to the recognition 

in the financial statements of an investment-related liability 

(included within “Other liabilities”) corresponding 

to the present value of the estimated exercise price 

of the put option, with a corresponding reduction in minority 

interests and equity attributable to equity holders 

of the parent. Any subsequent changes in the fair value 

of the liability are recognized by adjusting equity.

Minority interests

Up to December 31, 2009, transactions with minority 

interests were treated in the same way as transactions with 

parties external to the Group. As from January 1, 2010, 

changes in minority interests (referred to as “non-controlling 

interests” in IFRS 3R) are accounted for as equity 

transactions between two categories of owners of a single 

economic entity in accordance with IAS 27A. As a result, 

they are recorded in the statement of changes in equity and 

have no impact on the income statement or balance sheet, 

except for changes in cash and cash equivalents.

Non-current assets and liabilities held for sale – 

Discontinued operations

Assets and liabilities that are immediately available for sale 

and for which a sale is highly probable are classified 

as non-current assets and liabilities held for sale. 

When several assets are held for sale in a single transaction, 

they are accounted for as a disposal group, which also 

includes any liabilities directly associated with those assets.

The assets or disposal groups held for sale are measured 

at the lower of carrying amount and fair value less costs 

to sell. Depreciation ceases when non-current assets 

or disposal groups are classified as held for sale. 

When the assets held for sale are consolidated companies, 

deferred tax is recognized on the difference between 

the consolidated carrying amount of the shares and their tax 

basis, in accordance with IAS 12.

Non-current assets and liabilities held for sale are presented 

separately on the face of the consolidated balance sheet, 

and income and expenses continue to be recognized 

in the consolidated income statement on a line-by-line basis. 

Income and expenses arising on discontinued operations are 

recorded as a single amount on the face of the consolidated 

income statement.

At each balance sheet date, the value of the assets and 

liabilities is reviewed to determine whether any provision 

adjustments should be recorded due to a change in their fair 

value less costs to sell.

Intragroup transactions

All intragroup balances and transactions are eliminated 

in consolidation.

Translation of the financial statements 

of foreign companies

The consolidated financial statements are presented in euros, 

which is Compagnie de Saint-Gobain’s functional 

and presentation currency.

Assets and liabilities of subsidiaries outside the euro zone 

are translated into euros at the closing exchange rate 

and income and expense items are translated using 

the average exchange rate for the period, except in the case 

of significant exchange rate volatility.

The Group’s share of any translation gains or losses 

is included in equity under “Cumulative translation 

adjustments” until the foreign operations to which they relate 

are sold or liquidated, at which time they are taken 

to the income statement if the transaction results in a loss 

of control or recognized directly in the statement of changes 

in equity if the change in ownership interest does not result 

in a loss of control.

Foreign currency transactions 

Foreign currency transactions are translated 

into the Company’s functional currency using the exchange 

rates prevailing at the transaction date. Assets and liabilities 

denominated in foreign currencies are translated at the closing 

rate and any exchange differences are recorded in the income 

statement. As an exception to this principle, exchange 

differences relating to loans and borrowings between Group 

companies are recorded, net of tax, in equity under 

“Cumulative translation adjustments”, as in substance they are 

an integral part of the net investment in a foreign subsidiary.

Balance sheet items

Goodwill

See the section above on “Business combinations”.

Other intangible assets

Other intangible assets primarily include patents, 

brands, software and development costs. They are measured 

at historical cost less accumulated amortization 

and impairment.

Acquired retail brands and certain manufacturing brands 

are treated as intangible assets with indefinite useful lives 

as they have a strong national and/or international reputation. 

These brands are not amortized but are tested for impairment 

on an annual basis. Other brands are amortized 

over their useful lives, not to exceed 40 years.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 127

Costs incurred to develop software in-house – primarily 

configuration, programming and testing costs – are recognized 

as intangible assets. Patents and purchased computer software 

are amortized over their estimated useful lives, not exceeding 

20 years for patents and three to five years for software.

Research costs are expensed as incurred. Development costs 

meeting the recognition criteria under IAS 38 are included in 

intangible assets and amortized over their estimated useful 

lives (not to exceed five years) from the date when 

the products to which they relate are first marketed.

Concerning greenhouse gas emissions allowances, a provision 

is recorded in the consolidated financial statements to cover 

any difference between the Group’s emissions 

and the allowances granted.

Property, plant and equipment

Land, buildings and equipment are carried at historical cost 

less accumulated depreciation and impairment.

Cost may also include incidental expenses directly 

attributable to the acquisition, such as transfers from equity 

of any gains/losses on qualifying cash flow hedges 

of property, plant and equipment purchases.

Expenses incurred in exploring and evaluating mineral 

resources are included in property, plant and equipment 

when it is probable that associated future economic benefits 

will flow to the Group. They include mainly the costs 

of topographical or geological studies, drilling costs, 

sampling costs and all costs incurred in assessing 

the technical feasibility and commercial viability 

of extracting the mineral resource.

Material borrowing costs incurred for the construction 

and acquisition of property, plant and equipment 

are included in the cost of the related asset.

Except for the head office building, which is the Group’s only 

material non-industrial asset, property, plant and equipment 

are considered as having no residual value, as most items 

are intended to be used until the end of their useful lives 

and are not generally expected to be sold.

Property, plant and equipment other than land 

are depreciated using the components approach 

on a straight-line basis over the following estimated useful 

lives, which are regularly reviewed:

l Major factories and offices 30-40 years

l Other buildings 15-25 years

l Production machinery and equipment 5-16 years

l Vehicles 3-5 years

l Furniture, fixtures, office 

and computer equipment 4-16 years

Gypsum quarries are depreciated over their estimated useful 

lives, based on the quantity of gypsum extracted during 

the year compared with the extraction capacity.

Provisions for site restoration are recognized as components 

of assets whenever the Group has a legal or constructive 

obligation to restore a site in accordance with contractually 

determined conditions or in the event of a sudden or gradual 

deterioration in site conditions. These provisions 

are reviewed periodically and may be discounted 

over the expected useful lives of the assets concerned. 

The component is depreciated over the same useful life 

as that used for mines and quarries.

Government grants for purchases of property, plant 

and equipment are recorded under “Other payables” 

and taken to the income statement over the estimated 

useful lives of the relevant assets.

Finance leases and operating leases 

Assets held under leases that transfer to the Group 

substantially all of the risks and rewards of ownership 

(finance leases) are recognized as property, plant 

and equipment. They are recognized at the commencement 

of the lease term at the lower of the fair value of the leased 

property and the present value of the minimum lease 

payments.

Property, plant and equipment acquired under finance leases 

are depreciated on a straight-line basis over the shorter 

of the estimated useful life of the asset – determined using 

the same criteria as for assets owned by the Group – 

or the lease term. The corresponding liability is shown 

in the balance sheet net of related interest.

Rental payments under operating leases are expensed 

as incurred.

Non-current financial assets

Non-current financial assets include available-for-sale 

and other securities, as well as other non-current assets, 

which primarily comprise long-term loans and deposits.

Investments classified as “available-for-sale” are carried 

at fair value. Unrealized gains and losses on these 

investments are recognized in equity, unless the investments 

have suffered an other-than-temporary or material decline 

in value, in which case an impairment loss is recorded 

in the income statement.

Impairment of property, plant and equipment, 

intangible assets and goodwill 

Property, plant and equipment, goodwill and other intangible 

assets are tested for impairment on a regular basis. 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 128

These tests consist of comparing the asset’s carrying amount 

to its recoverable amount. Recoverable amount is the higher 

of the asset’s fair value less costs to sell and its value in use, 

calculated by reference to the present value of the future 

cash flows expected to be derived from the asset.

For property, plant and equipment and amortizable 

intangible assets, an impairment test is performed whenever 

revenues from the asset decline or the asset generates 

operating losses due to either internal or external factors, 

and no material improvement is forecast in the annual 

budget or the business plan.

For goodwill and other intangible assets (including brands 

with indefinite useful lives), an impairment test is performed 

at least annually based on the 5-year business plan. 

Goodwill is reviewed systematically and exhaustively 

at the level of each cash-generating unit (CGU). The Group’s 

reporting segments are its business sectors, which may each 

include several CGUs. A CGU is a reporting sub-segment, 

generally defined as a core business of the segment 

in a given geographical area. It typically reflects the manner 

in which the Group organizes its business and analyzes 

its results for internal reporting purposes. A total of 36 CGUs 

had been identified at December 31, 2012.

Goodwill is allocated mainly to the Gypsum CGU 

(€3,264 million at December 31, 2012), the Industrial 

Mortars CGU (€1,991 million at December 31, 2012) 

and the Building Distribution CGUs (€3,435 million 

at December 31, 2012) primarily in the United Kingdom, 

France and Scandinavia. Details of goodwill 

and unamortizable brands by sector are provided 

in the segment information tables in Note 33.

The method used for these impairment tests is consistent 

with that employed by the Group for the valuation 

of companies acquired in business combinations 

or acquisitions of equity interests. The carrying amount 

of the CGUs is compared to their value in use, corresponding 

to the present value of future cash flows excluding interest 

but including tax. Cash flows for the fifth year 

of the business plan are rolled forward over the following 

two years. For impairment tests of goodwill, normative cash 

flows (corresponding to cash flows at the mid-point 

in the business cycle) are then projected to perpetuity using 

a low annual growth rate (generally 1%, except for emerging 

markets or businesses with a high organic growth potential 

where a 1.5% rate may be used). 

The discount rate applied to these cash flows corresponds 

to the Group’s average cost of capital (7.25% in both 2012 

and 2011) plus a country risk premium where appropriate 

depending on the geographic area concerned. The discount 

rates applied in 2012 and 2011 for the main operating 

regions were 7.25% for the euro zone and North America, 

8.25% for Eastern Europe and China and 8.75% 

for South America.

The recoverable amount calculated using a post-tax discount 

rate gives the same result as a pre-tax rate applied 

to pre-tax cash flows.

Different assumptions measuring the method’s sensitivity 

are systematically tested using the following parameters:

l 0.5-point increase or decrease in the annual average rate 

of growth in cash flows projected to perpetuity;

l 0.5-point increase or decrease in the discount rate applied 

to cash flows.

When the annual impairment test reveals 

that the recoverable amount of an asset is less 

than its carrying amount, an impairment loss is recorded.

Tests performed in 2012 led to the recognition 

of a €45 million impairment loss on Building Distribution 

Sector goodwill, along with impairment losses on various 

items of property, plant and equipment held by the other 

Sectors, particularly the solar businesses. The breakdown 

of asset impairments by Sector and by Activity for 2012 

and 2011 is provided in the segment information tables 

in Note 33. 

A 0.5-point decrease in projected average annual growth 

in cash flows to perpetuity for all the CGUs would lead 

to approximately €30 million in additional write-downs 

of intangible assets, while a 0.5-point increase 

in the discount rate applied to all the CGUs would result 

in additional write-downs of less than €100 million.

Impairment losses on goodwill can never be reversed 

through income. For property, plant and equipment 

and other intangible assets, an impairment loss recognized 

in a prior period may be reversed if there is an indication 

that the impairment no longer exists 

and that the recoverable amount of the asset concerned 

exceeds its carrying amount.

Inventories

Inventories are stated at the lower of cost and net realizable 

value. The cost of inventories includes the costs of purchase, 

costs of conversion, and other costs incurred in bringing 

the inventories to their present location and condition. 

It is generally determined using the weighted-average cost 

method, and in some cases the First-In-First-Out (FIFO) 

method. Cost of inventories may also include the transfer 

from equity of any gains/losses on qualifying cash flow 

hedges of foreign currency purchases of raw materials. 

Net realizable value is the selling price in the ordinary 

course of business, less estimated costs to completion 

and costs to sell. No account is taken in the inventory 

valuation process of the impact of below-normal capacity 

utilization rates.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 129

Operating receivables and payables

Operating receivables and payables are stated at nominal 

value as they generally have maturities of less than three 

months. Provisions for impairment are established to cover 

the risk of total or partial non-recovery.

The Group considers that its exposure to concentrations 

of credit risk is limited due to its diversified business 

line-up, broad customer base and global presence. Past-due 

trade receivables are regularly monitored and analyzed, 

and provisions are set aside when appropriate.

Trade and other accounts receivable are mainly due 

within one year, with the result that their carrying amount 

approximates fair value.

For trade receivables transferred under securitization 

programs, the contracts concerned are analyzed 

and if substantially all the risks associated 

with the receivables are not transferred to the financing 

institutions, they remain on the balance sheet 

and a corresponding liability is recognized 

in short-term debt.

Net debt

Long-term debt

Long-term debt includes bonds, Medium Term Notes, 

perpetual bonds, participating securities and all other types 

of long-term financial liabilities including lease liabilities 

and the fair value of derivatives qualifying as interest 

rate hedges.

Under IAS 32, the distinction between financial liabilities 

and equity is based on the substance of the contracts 

concerned rather than their legal form. As a result, 

participating securities are classified as debt. At the balance 

sheet date, long-term debt is measured at amortized cost. 

Premiums and issuance costs are amortized using 

the effective interest method.

Short-term debt

Short-term debt includes the current portion 

of the long-term debt described above, short-term financing 

programs such as commercial paper or “billets de trésorerie”

(French commercial paper), bank overdrafts 

and other short-term bank borrowings, as well as the fair 

value of credit derivatives not qualifying for hedge 

accounting. At the balance sheet date, short-term debt 

is measured at amortized cost, with the exception 

of derivatives that are held as hedges of debt. Premiums 

and issuance costs are amortized using the effective 

interest method.

Cash and cash equivalents 

Cash and cash equivalents mainly consist of cash on hand, 

bank accounts and marketable securities that are short-term 

(i.e. generally with maturities of less than three months), 

highly liquid investments readily convertible into known 

amounts of cash and subject to an insignificant risk 

of changes in value. Marketable securities are measured 

at fair value through profit or loss.

Further details about long- and short-term debt are provided 

in Note 20.

Foreign exchange, interest rate and commodity 

derivatives (swaps, options, futures)

The Group uses interest rate, foreign exchange 

and commodity derivatives to hedge its exposure to changes 

in interest rates, exchange rates and commodity prices 

that may arise in the normal course of business.

In accordance with IAS 32 and IAS 39, all of these 

instruments are recognized in the balance sheet 

and measured at fair value, irrespective of whether 

or not they are part of a hedging relationship that qualifies 

for hedge accounting under IAS 39.

Changes in fair value of both derivatives that are designated 

and qualify as fair value hedges and derivatives that do not 

qualify for hedge accounting are taken to the income 

statement (in business income for foreign exchange 

and commodity derivatives qualifying for hedge accounting, 

and in net financial expense for all other derivatives). 

However, in the case of derivatives that qualify as cash flow 

hedges, the effective portion of the gain or loss arising from 

changes in fair value is recognized directly in equity, 

and only the ineffective portion is recognized 

in the income statement.

Fair value hedges

Most interest rate derivatives used by the Group to swap 

fixed rates for variable rates are designated and qualify 

as fair value hedges. These derivatives hedge fixed-rate 

debts exposed to a fair value risk. 

In accordance with hedge accounting principles, debt 

included in a designated fair value hedging relationship 

is remeasured at fair value. As the effective portion 

of the gain or loss on the fair value hedge offsets the loss 

or gain on the underlying hedged item, the income 

statement is only impacted by the ineffective portion 

of the hedge.

Cash flow hedges

Cash flow hedge accounting is applied by the Group mainly 

for derivatives used to fix the cost of future investments 

in financial assets or property, plant and equipment, future 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 130

purchases of gas and fuel oil (fixed-for-variable price swaps) 

and future purchases of foreign currencies (forward 

contracts). The transactions hedged by these instruments 

are qualified as highly probable. The application of cash flow 

hedge accounting allows the Group to defer the impact 

on the income statement of the effective portion of changes 

in the fair value of these instruments by recording 

them in a special hedging reserve in equity. The reserve 

is reclassified into the income statement when the hedged 

transaction occurs and the hedged item affects income. 

In the same way as for fair value hedges, cash flow hedging 

limits the Group’s exposure to changes in the fair value 

of these price swaps to the ineffective portion of the hedge.

Derivatives that do not qualify for hedge accounting

Changes in the fair value of derivatives that do not qualify 

for hedge accounting are recognized in the income 

statement. The instruments concerned mainly include 

cross-currency swaps; gas, currency and interest rate 

options; currency swaps; and futures and forward contracts.

Fair value of financial instruments

The fair value of financial assets and financial liabilities 

quoted in an active market corresponds to their quoted 

price, classified as level 1 in the fair value hierarchy defined 

in IFRS 7. The fair value of financial assets and financial 

liabilities not quoted in an active market is established 

by a recognized valuation technique such as reference 

to the fair value of another recent and similar transaction, 

or discounted cash flow analysis based on observable 

market data, classified as level 2 in the IFRS 7 

fair value hierarchy.

The fair value of short-term financial assets and liabilities 

is considered as being the same as their carrying amount 

due to their short maturities.

Employee benefits – defined benefit plans

After retirement, the Group’s former employees are eligible 

for pension benefits in accordance with the applicable laws 

and regulations in the respective countries 

in which the Group operates. There are also additional 

pension obligations in certain Group companies, 

both in France and in other countries.

In France, employees receive length-of-service awards 

on retirement based on years of service and the calculation 

methods prescribed in the applicable collective 

bargaining agreements.

The Group’s obligation for the payment of pensions 

and length-of-service awards is determined at the balance 

sheet date by independent actuaries, using a method 

that takes into account projected final salaries at retirement 

and economic conditions in each country. These obligations 

may be financed by pension funds, with a provision 

recognized in the balance sheet for the unfunded portion.

The effect of any plan amendments (past service cost) 

is recognized on a straight-line basis over the remaining 

vesting period, or immediately if the benefits are already 

vested.

Actuarial gains or losses reflect year-on-year changes 

in the actuarial assumptions used to measure the Group’s 

obligations and plan assets, experience adjustments 

(differences between the actuarial assumptions 

and what has actually occurred), and changes in legislation. 

They are recognized in equity as they occur.

In the United States, Spain and Germany, retired employees 

receive benefits other than pensions, mainly concerning 

healthcare. The Group’s obligation under these plans 

is determined using an actuarial method and is covered 

by a provision recorded in the balance sheet.

Provisions are also set aside on an actuarial basis 

for other employee benefits, such as jubilees or other 

long-service awards, deferred compensation, specific welfare 

benefits, and termination benefits in various countries. 

Any actuarial gains and losses relating to these benefits 

are recognized immediately.

The Group has elected to recognize the interest costs 

for these obligations and the expected return on plan assets 

as financial expense or income.

Employee benefits – defined contribution plans

Contributions to defined contribution plans are expensed 

as incurred.

Employee benefits – share-based payments 

Stock-option plans

The cost of stock option plans is calculated using the Black & 

Scholes option pricing model, based on the following 

parameters:

l volatility assumptions that take into account the historical 

volatility of the share price over a rolling 10-year period, 

as well as implied volatility from traded share options. 

Periods of extreme share price volatility are disregarded;

l assumptions relating to the average holding period 

of options, based on observed behavior of option holders;

l expected dividends, as estimated on the basis of historical 

information dating back to 1988;

l a risk-free interest rate corresponding to the yield 

on long-term government bonds;

l the effect of any stock market performance conditions, which 

is taken into account in the initial measurement of the plan 

cost under IFRS 2. 

The cost calculated using this method is recognized 

in the income statement over the vesting period 

of the options, ranging from three to four years.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 131

For options exercised for new shares, the sum received 

by the Company when the options are exercised is recorded 

in “Capital stock” for the portion representing the par value 

of the shares, with the balance – net of directly attributable 

transaction costs – recorded under “Additional 

paid-in capital”.

Group Savings Plan (“PEG”)

The method used by Saint-Gobain to calculate the costs 

of its Group Savings Plan takes into account the fact 

that shares granted to employees under the plan are subject

to a 5- or 10-year lock-up. The lock-up cost is measured 

and deducted from the 20% discount granted by the Group 

on employee share awards. The calculation parameters are 

defined as follows:

l the exercise price, as set by the Board of Directors, 

corresponds to the average of the opening share prices quoted 

over the 20 trading days preceding the date of grant, less 

a 20% discount;

l the grant date of the options is the date on which the plan 

is announced to employees. For the Saint-Gobain Group, 

this is the date when the plan’s terms and conditions 

are announced on the Group’s intranet;

l the interest rate used to estimate the cost of the lock-up 

feature of employee share awards is the rate that would be 

charged by a bank to an individual with an average risk profile 

for a general purpose 5- or 10-year consumer loan repayable 

at maturity.

Leveraged plan costs are calculated under IFRS 2 in the same 

way as for non-leveraged plans, but also take into account 

the advantage accruing to employees who have access to share 

prices with a volatility profile adapted to institutional investors.

The cost of the plans is recognized in full at the end 

of the subscription period.

Performance share and performance unit grants

The Group set up a worldwide share grant plan in 2009 

whereby each Group employee was awarded seven shares, 

while since 2009, performance share plans have been 

established for certain categories of employees. These plans 

are subject to eligibility criteria based on the grantee’s 

period of service with the Group. The plan costs calculated 

under IFRS 2 take into account the eligibility criteria, the 

performance criteria – which are described in Note 14 – 

and the lock-up feature. They are determined after 

deducting the present value of forfeited dividends 

on the performance shares and are recognized over 

the vesting period, which ranges from two to four years 

depending on the country.

Since 2012, performance unit plans have been set up 

for certain employees in France. These plans are also subject 

to eligibility criteria based on the grantee’s period of service 

with the Group and to certain performance criteria. The costs 

calculated under IFRS 2 therefore take into account these 

factors, as well as the fact that the units are cash-settled. 

IFRS 2 stipulates that for cash-settled share-based payment 

transactions, the granted instruments are initially measured 

at fair value at the grant date, then remeasured at each 

period end, with the cost adjusted accordingly pro rata 

to the rights that have vested at the period-end. 

The cost is recognized over the vesting period of the rights.

Equity 

Additional paid-in capital and legal reserve

This item includes capital contributions in excess 

of the par value of capital stock as well as the legal reserve, 

which corresponds to a cumulative portion of the net income 

of Compagnie de Saint-Gobain.

Retained earnings and net income for the year

Retained earnings and net income for the year correspond 

to the Group’s share in the undistributed earnings 

of all consolidated companies.

Treasury stock

Treasury stock is measured at cost and recorded 

as a deduction from equity. Gains and losses on disposals 

of treasury stock are recognized directly in equity and have 

no impact on net income for the period.

Forward purchases of treasury stock are treated in the same 

way.When a fixed number of shares is purchased forward 

at a fixed price, this amount is recorded in “Other liabilities” 

and as a deduction from equity under “Retained earnings 

and net income for the year”.

Other current and non-current liabilities 

and provisions

Provisions for other liabilities and charges

A provision is booked when (i) the Group has a present legal 

or constructive obligation towards a third party as a result 

of a past event, (ii) it is probable that an outflow 

of resources will be required to settle the obligation, 

and (iii) the amount of the obligation can be estimated 

reliably.

If the timing or the amount of the obligation cannot 

be measured reliably, it is classified as a contingent liability 

and reported as an off-balance sheet commitment.

Provisions for other material liabilities and charges whose 

timing can be estimated reliably are discounted to present 

value.

Investment-related liabilities

Investment-related liabilities correspond to put options 

granted to minority shareholders of subsidiaries 

and liabilities relating to the acquisition of shares in Group 

companies, including additional purchase consideration. 

They are reviewed on a periodic basis and any subsequent 

changes in the fair value of minority shareholder puts 

are recognized by adjusting equity.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 132

Income statement items

Revenue recognition

Revenue generated by the sale of goods or services 

is recognized net of rebates, discounts and sales taxes (i) 

when the risks and rewards of ownership have been 

transferred to the customer, or (ii) when the service has 

been rendered, or (iii) by reference to the stage 

of completion of the services to be provided.

Construction contracts are accounted for using 

the percentage of completion method, as explained below. 

When the outcome of a construction contract can be 

estimated reliably, contract revenue and costs are 

recognized as revenue and expenses, respectively, 

by reference to the stage of completion of the contract 

activity at the balance sheet date. When the outcome 

of a construction contract cannot be estimated reliably, 

contract revenue is recognized only to the extent of contract 

costs incurred that it is probable will be recovered. When it 

is probable that total contract costs will exceed total contract 

revenue, the expected loss is recognized as an expense 

immediately.

Construction contract revenues are not material in relation 

to total consolidated net sales.

Operating income

Operating income is a measure of the performance 

of the Group’s business sectors and has been used 

by the Group as its key external and internal management 

indicator for many years. Foreign exchange gains and losses 

are included in operating income, as are changes in the fair 

value of financial instruments that do not qualify for hedge 

accounting when they relate to operating items.

Other business income and expense

Other business income and expense mainly include 

movements in provisions for claims and litigation and 

environmental provisions, gains and losses on disposals 

of assets, impairment losses, restructuring costs incurred 

upon the disposal or discontinuation of operations 

and the costs of workforce reduction measures.

Business income

Business income includes all income and expenses 

other than borrowing costs and other financial income 

and expense, the Group’s share in net income of associates, 

and income taxes.

Net financial expense

Net financial expense includes borrowing and other 

financing costs, income from cash and cash equivalents, 

interest cost for pension and other post-employment benefit 

plans, net of the return on plan assets, and other financial 

income and expense such as exchange gains and losses 

and bank charges.

Income taxes

Current income tax is the estimated amount of tax payable 

in respect of income for a given period, calculated 

by reference to the tax rates that have been enacted 

or substantively enacted at the balance sheet date, plus 

any adjustments to current taxes recorded in previous 

financial periods.

Deferred taxes are recorded using the balance sheet liability 

method for temporary differences between the carrying 

amount of assets and liabilities and their tax basis. Deferred 

tax assets and liabilities are measured at the tax rates 

expected to apply to the period when the asset is realized 

or the liability settled, based on the tax laws that have been 

enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognized only if it is considered 

probable that there will be sufficient future taxable income 

against which the temporary difference can be utilized. 

They are reviewed at each balance sheet date and written 

down to the extent that it is no longer probable 

that there will be sufficient taxable income against which 

the temporary difference can be utilized. In determining 

whether to recognize deferred tax assets for tax loss 

carryforwards, the Group applies a range of criteria that take 

into account the probable recovery period based on business 

plan projections and the strategy for the long-term recovery 

of tax losses applied in each country.

No deferred tax liability is recognized in respect 

of undistributed earnings of subsidiaries that are not 

intended to be distributed.

In accordance with former interpretation SIC 21, a deferred 

tax liability is recognized for brands acquired in a business 

combination.

Deferred taxes are recognized as income or expense 

in the income statement, except when they relate to items 

that are recognized directly in equity, in which case 

the deferred tax is also recognized in equity.

Earnings per share

Basic earnings per share are calculated by dividing net 

income by the weighted average number of shares in issue 

during the period, excluding treasury stock.

Diluted earnings per share are calculated by adjusting 

earnings per share (see Note 26) and the average number 

of shares in issue for the effects of all dilutive potential 

common shares, such as stock options and convertible 

bonds. The calculation is performed using the treasury stock 

method, which assumes that the proceeds from the exercise 

of dilutive instruments are assigned on a priority basis 

to the purchase of common shares in the market.

Recurring net income

Recurring net income corresponds to income after tax 

and minority interests but before capital gains or losses, 

asset impairment losses, material non-recurring provisions 

and the related tax and minority interests.

The method used for calculating recurring net income 

is explained in Note 25.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 133

Performance indicators

EBITDA

EBITDA corresponds to operating income before depreciation 

and amortization.

The method used for calculating EBITDA is explained 

in Note 25.

Return on capital employed

Return on capital employed (ROCE) corresponds 

to annualized operating income adjusted for changes 

in the scope of consolidation, expressed as a percentage 

of total assets at the period-end. Total assets include net 

property, plant and equipment, working capital, net goodwill 

and other intangible assets, but exclude deferred tax assets 

arising from non-amortizable brands and land.

Cash flow from operations

Cash flow from operations corresponds to net cash 

generated from operating activities before the impact 

of changes in working capital requirement, changes in 

current taxes and movements in provisions for other 

liabilities and charges and deferred taxes. Cash flow from 

operations is adjusted for the effect of material 

non-recurring provision charges.

The method used for calculating cash flow from operations 

is explained in Note 25.

Cash flow from operations before tax on capital 

gains and losses and non-recurring provisions

This item corresponds to cash flow from operations less 

the tax effect of asset disposals and of non-recurring 

provision charges and reversals.

The method used for calculating cash flow from operations 

before tax on capital gains and losses and non-recurring 

provisions is explained in Note 25.

Segment information

In compliance with IFRS 8, segment information reflects 

the Group’s internal presentation of operating results 

to senior management. The Group has chosen to present 

segment information by Sector and Activity, without any 

further aggregation compared with the internal presentation. 

There were no changes in the presentation of segment 

information in 2012 compared with prior years.

NOTE 2 Changes in Group structure

Changes in the number of consolidated companies

France Outside Total

France

Fully consolidated companies

At January 1, 2012 173 768 941 

Newly consolidated companies 2 18 20 

Merged companies (7) (66) (73)

Deconsolidated companies (1) (1)

Change in consolidation method (1) (1) (2)

At December 31, 2012 166 719 885 

Proportionately 

consolidated companies

At January 1, 2012 2 27 29 

Newly consolidated companies 0 

Deconsolidated companies (1) (1)

Change in consolidation method 1 (3) (2)

At December 31, 2012 3 23 26 

Companies accounted 

for by the equity method

At January 1, 2012 6 71 77 

Newly consolidated companies 3 3 

Merged companies 0 

Deconsolidated companies (2) (2)

Change in consolidation method 4 4 

At December 31, 2012 4 78 82 

TOTAL at January 1, 2012 181 866 1,047 

TOTAL at December 31, 2012 173 820 993

Significant changes in Group structure

2012

On January 17, 2013, after consulting the Works Council 

which expressed its support for the plan, Saint-Gobain 

accepted an offer received from Ardagh to acquire Verallia 

North America. Consequently, Verallia North America’s 

assets and liabilities were reclassified as held for sale 

in the consolidated balance sheet at December 31, 2012. 

Details of assets and liabilities held for sale are presented 

in Note 3.

On June 8, 2012, Saint-Gobain signed an agreement 

for the acquisition of the Celotex Group, one of the UK’s 

leading manufacturers of high-performance insulating foam. 

The transaction was completed in the second half 

of the year and Celotex was consolidated 

from September 1, 2012.

On March 30, 2012, Saint-Gobain completed the acquisition 

of Brossette from Wolseley, after the transaction was 

approved by France’s competition authorities on March 23. 

Brossette is a distributor of plumbing-heating-sanitaryware 

products in France. It has been consolidated 

as from April 1, 2012.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 134

2011

On November 30, 2011, the Group’s Abrasives Activity 

expanded its presence in South America by acquiring 

Abrasivos Argentinos S.A. and Dancan S.A. 

and their subsidiaries. The two groups are specialized 

in the production of coated abrasives and masking tapes. 

They have been consolidated as from December 1, 2011.

On August 11, 2011, the Group signed an agreement 

with Belgian group Bekaert for the acquisition of 100% 

of its Specialty Films subsidiaries. This business, operating 

under the name Solar Gard, is specialized 

in the development, manufacturing and distribution 

of coated films used in the habitat market, the automotive 

market and various industrial applications. 

The Solar Gard subsidiaries have been consolidated 

as from November 1, 2011.

On July 25, 2011, the Group signed an agreement with UK 

building materials distributor Wolseley for the acquisition 

of its British Build Center network. This business has been 

consolidated as from November 1, 2011.

On May 31, 2011, Saint-Gobain announced that it had signed 

an agreement to acquire Sezal Glass Limited’s float glass 

business in India. This business has been consolidated 

as from June 30, 2011.

In first-half 2011, Saint-Gobain signed an agreement 

for the buy-out of Alver by the Group’s Packaging Sector 

(Verallia). A former state-owned company, Alver is one 

of Algeria’s leading glass packaging manufacturers 

and distributors. It has been consolidated as from the second 

half of 2011.

On June 20, 2011, Saint-Gobain announced 

the postponement of the initial public offering of a minority 

interest in Verallia due to very adverse market conditions.

Impact on the consolidated balance sheet

The impact on the balance sheet at December 31, 2012 

of changes in Group structure and in consolidation methods 

was as follows:

Companies Companies Total

consolidated removed

for the from the

first time scope of

(in EUR millions) consolidation

Impact on assets

Non-current assets 343 (45) 298 

Inventories 147 (22) 125 

Trade accounts receivable 131 (15) 116 

Other current assets excluding cash 

and cash equivalents 37 (3) 34 

658 (85) 573 

Impact on equity and liabilities

Shareholders’ equity 

and minority interests 25 44 69 

Provisions for pensions 

and other employee benefits 18 (1) 17 

Non-current liabilities 20 (1) 19 

Trade accounts payable 131 (8) 123 

Other payables 

and accrued expenses 76 (5) 71 

270 29 299

Enterprise value of consolidated 

companies acquired/divested (a) 388 (114) 274 

Impact on consolidated net debt*

Impact on cash and cash equivalents (15) 0 (15)

Impact on net debt excluding cash 

and cash equivalents (b) 65 (33) 32 

50 (33) 17 

Acquisitions/disposals of shares 

in consolidated companies net 

of cash acquired/divested (a) - (b) 323 (81) 242 

(*) Corresponding to the debt, short-term credit facilities and cash 

and cash equivalents of acquired/divested companies.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 135

NOTE 3 Assets and liabilities held for sale

On January 14, 2013, Saint-Gobain entered into exclusive 

negotiations with the Ardagh Group concerning the latter’s 

offer to acquire Verallia North America. The binding and 

irrevocable offer is not conditional upon financing being 

arranged. The balance sheet accounts of Verallia North 

America at December 31, 2012 have therefore been 

combined and reported in the consolidated balance sheet, 

under “Assets held for sale” and “Liabilities held for sale”, 

except for debt towards other Group companies and equity.

In accordance with IAS 12, a deferred tax asset relating 

to the cumulative reserves carried in respect of Verallia 

North America was recognized in 2012 for an amount 

of €20 million.

Assets and liabilities held for sale

31 déc.

(in EUR millions) 2012

Goodwill and other intangible assets 195 

Property, plant and equipment, net 449 

Other non-current assets 12 

Inventories, trade accounts receivable 

and other accounts receivable 279 

Cash and cash equivalents 1 

Total assets held to sale 936 

Provisions for pensions 

and other employee benefits 348 

Deferred tax liabilities 

and other non-current liabilities 6 

Trade accounts payable, other payables 

and accrued expenses, and other current liabilities 143 

Short-term debt and bank overdrafts 0 

Total liabilities held for sale 497 

Commitments 

Verallia North America’s off-balance sheet commitments 

have been excluded from the Group’s off-balance sheet 

commitments at December 31, 2012. They concern future 

minimum lease payments due under non-cancellable 

operating leases and other commitments for approximately 

€50 million (Note 27).

Employees

The average number of employees of Verallia North America 

(4,416 in 2012) is included in the average number of Group 

employees for the year (Note 32).

NOTE 4 Goodwill

(in EUR millions) 2012 2011

At January 1

Gross value 11,903 11,560 

Accumulated impairment (862) (530)

Net 11,041 11,030 

Movements during the year

Changes in Group structure 143 248 

Reclassification to assets held for sale (191) 0 

Impairment (67) (309)

Translation adjustments 10 72 

Total (105) 11 

At December 31

Gross value 11,765 11,903 

Accumulated impairment (829) (862)

Net 10,936 11,041 

In 2012, movements in goodwill mainly arose from changes 

in the scope of consolidation, with the acquisition of Celotex 

by the Construction Products Sector and Brossette 

by the Building Distribution Sector, and the reclassification 

as “Assets held for sale” of the remaining Verallia North 

America goodwill (Note 3).

In 2011, movements in goodwill mainly corresponded 

to (i) changes in the scope of consolidation, with the 

acquisition of Solar Gard by the Innovative Materials Sector 

and Build Center by the Building Distribution Sector, 

and (ii) the write-down of Gypsum assets in North America 

and of Building Distribution goodwill.

2012

Dec. 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 136

NOTE 5 Other intangible assets

Patents Non- Software Develop- Other Total

amortizable ment

(in EUR millions) brands costs 

At January 1, 2011

Gross value 124 2,747 798 60 301 4,030 

Accumulated amortization and impairment (104) (642) (42) (175) (963)

Net 20 2,747 156 18 126 3,067 

Movements during the year

Changes in Group structure and reclassifications 13 10 24 47 

Acquisitions 3 59 19 11 92 

Disposals (1) (1)

Translation adjustments 31 (1) 1 31 

Amortization and impairment (3) (70) (6) (9) (88)

Total movements 13 31 (3) 14 26 81 

At December 31, 2011

Gross value 141 2,778 834 80 334 4,167 

Accumulated amortization and impairment (108) (681) (48) (182) (1,019)

Net 33 2,778 153 32 152 3,148 

Movements during the year

Changes in Group structure and reclassifications (4) (1) 11 2 11 19 

Reclassification to assets held for sale (4) (4)

Acquisitions 3 62 36 9 110 

Disposals (2) (2) (4)

Translation adjustments 29 (1) (2) 26 

Amortization and impairment (4) (64) (17) (14) (99)

Total movements (5) 28 2 21 2 48 

At December 31, 2012

Gross value 140 2,806 870 118 342 4,276 

Accumulated amortization and impairment (112) (715) (65) (188) (1,080)

Net 28 2,806 155 53 154 3,196 

The “Other” column includes amortizable manufacturing brands totaling €54 million at December 31, 2012 

(December 31, 2011: €45 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 137

NOTE 6 Property, plant and equipment

Land Buildings Machinery Assets Total 

and and under

(in EUR millions) quarries equipment construction

At January 1, 2011

Gross value 2,397 8,338 21,047 1,042 32,824 

Accumulated depreciation and impairment (394) (4,333) (14,327) (43) (19,097)

Net 2,003 4,005 6,720 999 13,727 

Movements during the year

Changes in Group structure and reclassifications 22 126 94 (4) 238 

Acquisitions 73 100 333 1,448 1,954 

Disposals (31) (29) (38) (4) (102)

Translation adjustments 8 (33) (59) (13) (97)

Depreciation and impairment (33) (296) (1,161) (5) (1,495)

Transfers 132 812 (944) 0 

Total movements 39 0 (19) 478 498 

At December 31, 2011

Gross value 2,462 8,529 21,660 1,518 34,169 

Accumulated depreciation and impairment (420) (4,524) (14,959) (41) (19,944)

Net 2,042 4,005 6,701 1,477 14,225 

Movements during the year

Changes in Group structure and reclassifications 29 45 (3) 44 115 

Reclassification to assets held for sale (10) (66) (338) (35) (449)

Acquisitions 65 97 432 1,197 1,791 

Disposals (14) (17) (32) (7) (70)

Translation adjustments (13) (2) (48) (31) (94)

Depreciation and impairment (43) (311) (1,407) (61) (1,822)

Transfers 239 948 (1,187) 0 

Total movements 14 (15) (448) (80) (529)

At December 31, 2012

Gross value 2,512 8,697 21,377 1,500 34,086 

Accumulated depreciation and impairment (456) (4,707) (15,124) (103) (20,390)

Net 2,056 3,990 6,253 1,397 13,696 

Acquisitions of property, plant and equipment during 2012 included assets acquired under finance leases for an amount 

of €18 million (2011: €18 million). These finance leases are not included in the cash flow statement, in accordance 

with IAS 7. At December 31, 2012, total property, plant and equipment acquired under finance leases amounted 

to €109 million (December 31, 2011: €119 million) (see Note 27).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 138

NOTE 7 Investments in associates

(in EUR millions) 2012 2011

At January 1

Equity in associates 129 120 

Goodwill 38 17 

Investments in associates 167 137 

Movements during the year

Changes in Group structure 31 31 

Translation adjustments 2 (3)

Transfers, share issues and other movements 0 0 

Dividends paid (6) (6)

Share in net income of associates 12 8 

Total movements 39 30 

At December 31

Equity in associates 157 129 

Goodwill 49 38 

Investments in associates 206 167 

Investments in associates include shares in Compania Industrial El Volcan, which is listed on the Santiago de Chile stock 

exchange. At December 31, 2012, the market value of the shares was higher than the carrying amount of the Group’s equity 

in the company’s net assets.

Annual net sales recorded in the individual financial statements of associates totaled €984 million in 2012 

(2011: €858 million) and their aggregate net income totaled €32 million (2011: €27 million). At December 31, 2012, 

total assets and liabilities of these companies amounted to €1,082 million and €535 million, respectively 

(December 31, 2011: €941 million and €489 million).

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 139

NOTE 8 Other non-current assets

Available- Capitalized Pension plan Total

for-sale and loans surpluses

(in EUR millions) other securities and deposits

At January 1, 2011

Gross value 43 218 37 298 

Provisions for impairment in value (18) (8) (26)

Net 25 210 37 272 

Movements during the year

Changes in Group structure 8 (1) 7 

Increases/(decreases) (4) 70 14 80 

Movements in provisions for impairment in value (1) (1) (2)

Translation adjustments (8) 1 (7)

Transfers and other movements 1 (4) (3)

Total movements 4 56 15 75 

At December 31, 2011

Gross value 48 273 52 373 

Provisions for impairment in value (19) (7) (26)

Net 29 266 52 347 

Movements during the year

Changes in Group structure 1 1 2 

Increases/(decreases) 14 27 4 45 

Movements in provisions for impairment in value 1 1 

Translation adjustments (3) 1 (2)

Transfers and other movements (3) (31) (34)

Total movements 12 (5) 5 12 

At December 31, 2012

Gross value 59 266 57 382 

Provisions for impairment in value (18) (5) (23)

Net 41 261 57 359

The change in impairment provisions on other non-current assets in 2012 reflects €1 million in additions (2011: €3 million) 

and €2 million in reversals (2011: €1 million).

Verallia North America assets classified as held for sale amounted to €12 million and are included in the above table under 

“Transfers and other movements”.

As discussed in Note 1, available-for-sale and other securities are measured at fair value.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 140

NOTE 9 Inventories

Dec. 31, Dec. 31,

(in EUR millions) 2010 2011

Gross value

Raw materials 1,463 1,634 

Work in progress 249 279 

Finished goods 4,910 5,027 

Gross inventories 6,622 6,940

Provisions for impairment in value

Raw materials (134) (132)

Work in progress (10) (8)

Finished goods (345) (323)

Provisions for impairment in value (489) (463)

Net 6,133 6,477

In 2012, cost of sales came to €33,046 million 

(2011: €31,763 million).

Impairment losses on inventories recorded in the 2012 

income statement totaled €174 million (2011: €138 million). 

Impairment reversals, due to increases in the net realizable 

value of inventories, amounted to €130 million in 2012 

(2011: €111 million) and were recorded as a deduction from 

impairment losses for the year. 

NOTE 10 Trade and other accounts 

receivable

Dec. 31, Dec. 31,

(in EUR millions) 2010 2011

Gross value 5,512 5,821 

Provisions for impairment in value (495) (480)

Trade accounts receivable 5,017 5,341

Advances to suppliers 621 550 

Prepaid payroll taxes 20 25 

Other prepaid and recoverable taxes 

(other than income tax) 351 380 

Other 438 456 

Less:

France 94 100 

Other Western European countries 165 168 

North America 22 19 

Emerging countries and Asia 157 169 

Provisions for impairment in value (5) (3)

Other receivables 1,425 1,408

The change in impairment provisions for trade accounts 

receivable in 2012 reflects €107 million in additions 

(2011: €87 million) and €98 million in reversals 

(2011: €101 million) – resulting from recoveries as well as 

write-offs. Bad debt write-offs are also reported under 

this caption, for €71 million (2011: €94 million).

Net past-due trade receivables amounted to €874 million 

at December 31, 2012, after deducting provisions 

of €436 million (December 31, 2011: €843 million, 

after deducting provisions of €411 million), including 

€206 million over three months past due 

(December 31, 2011: €198 million).

NOTE 11 Equity

Number of shares outstanding

At December 31, 2012, Compagnie de Saint-Gobain’s capital 

stock comprised 531,125,642 shares of common stock 

with a par value of €4 each, all in the same class 

(December 31, 2011: 535,563,723 shares). 

During 2012, 4,387,680 new shares were issued to members 

of the 2012 Group Savings Plan at a price 

of €28.59, representing total proceeds of €125 million.

At the Annual General Meeting of June 9, 2011, shareholders 

authorized the Board of Directors of Compagnie 

de Saint-Gobain to:

l issue, on one or several occasions, up to 106,250,000 new 

shares with pre-emptive subscription rights for existing 

shareholders and debt securities without pre-emptive rights 

but with a priority subscription right 

(10th to 14th resolutions/26-month authorization 

commencing June 9, 2011);

l issue, on one or several occasions, up to 13,270,000 new 

shares to members of the Group Savings Plan 

(15th resolution/26-month authorization commencing 

June 9, 2011). The authorization was used to grant 

4,387,680 shares under the 2012 Group Savings Plan.

At the Annual General Meeting of June 7, 2012, shareholders 

authorized the Board of Directors of Compagnie 

de Saint-Gobain to:

l grant performance stock-options exercisable for shares 

representing up to 1% of capital stock on the Meeting date, 

i.e. 5,310,526 options exercisable for the same number 

of shares (14th resolution/26-month authorization 

commencing June 7, 2012);

Dec. 31,

2012

Dec. 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 141

l Make performance share grants representing up to 0.8% 

of the capital stock on the Meeting date, i.e. grants 

of 4,248,420 shares (15th resolution/26-month authorization 

commencing June 7, 2012). If this authorization were 

to be used, the performance shares would be deducted from 

the shares available for the stock-option plan authorized 

in the 14th resolution.

The Board of Directors used this authorization 

on November 22, 2012 to grant 542,370 performance 

shares and 253,000 performance stock-options. 

If all outstanding stock-options were to be exercised, 

with the issue of new shares, this would potentially have 

the effect of increasing the number of shares outstanding 

to 557,630,521. In addition, if the authorizations described 

above were to be used in full, this would potentially have 

the effect of increasing the number of shares outstanding 

to 677,277,997.

At the Annual General Meeting of June 7, 2012, the Board 

of Directors was also authorized to issue stock warrants 

in the event of a public tender offer for the Company’s 

shares, in accordance with the French Act of March 31, 2006 

on takeover bids (16th resolution). Under this authorization, 

the Group may issue up to €536 million worth of stock 

(excluding premiums), representing 134,100,000 shares.

Treasury stock

Saint-Gobain shares held or controlled by Compagnie 

de Saint-Gobain and Saint-Gobain Corporation are shown 

as a deduction from shareholders’ equity under “Treasury 

stock” at historical cost. At December 31, 2012, 

4,691,065 shares were held in treasury 

(December 31, 2011: 9,358,027). In 2012, 8,727,221 shares 

were bought back on the market (2011: 10,180,347) 

and 3,854,183 shares were sold (2011: 5,936,217). 

In 2012, 9,540,000 shares were cancelled.

The liquidity contract set up with Exane BNP Paribas 

on November 16, 2007 was rolled over in 2012 and 2011. 

In addition, for the purposes of a compensation plan set up 

in January 2008 for certain employees in the United States, 

Compagnie de Saint-Gobain shares are held by a trust 

administered by Wachovia Bank, National Association. 

These shares are treated as being controlled by Saint-Gobain 

Corporation in the consolidated financial statements.

NOTE 12 Stock option plans

Compagnie de Saint-Gobain has stock option plans available 

to certain employees.

Stock options are exercisable for Saint-Gobain shares 

at a price based on the average share price 

for the 20 trading days preceding the grant date. Since 

1999, no stock options have been granted at a discount 

to the average price.

Since the November 2007 plan, all stock-options are subject 

to a 4-year vesting period. Under earlier plans, the vesting 

period was three years for non-residents and four years 

for tax residents. Options must be exercised within 10 years 

of the date of grant. All rights to options are forfeited 

if the holder leaves the Group, unless expressly agreed 

otherwise by both the Chairman and Chief Executive Officer 

of Compagnie de Saint-Gobain and the Appointments 

Committee of the Board of Directors.

The options granted between 1999 and 2002 were 

exercisable for existing shares, while those granted between 

2003 and 2007 were exercisable for new shares. For plans 

launched between 2008 and 2011, the origin of the shares 

is determined at the latest at the end of the vesting period, 

with any options exercised before said decision is made 

being exercised for new shares. The options granted in 2012 

are exercisable for new shares.

Until 2008, options were subject to a performance condition 

for certain categories of grantees only. Since 2009, the plans 

are subject to a performance condition for all grantees. 

For options granted under the 2012 plan, the value used 

to calculate the 30% contribution sociale tax due by grantees 

employed by French companies in the Group is €3.49 

per option.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 142

Movements relating to stock-options outstanding in 2011 and 2012 are summarized below:

EUR 4 Average

par value exercise 

shares price

 (in EUR)

Options outstanding at December 31, 2010 28,748,648 41.27

Options granted 482,150 31.22

Options exercised (724,853) 33.84

Options forfeited (2,706,502) 38.97

Options outstanding at December 31, 2011 25,799,443 41.54

Options granted 253,000 27.71

Options exercised (815,091) 21.68

Options forfeited* (855,949) 30.13

Options outstanding at December 31, 2012 24,381,403 42.46

(*) Including 362,795 options under the 2002 plan which expired on November 20, 2012 and 493,154 options under the 2009 plan that were cancelled due 

to the performance targets being only partly met.

Stock-option expense recorded in the income statement amounted to €2 million in 2012 (2011: €14 million). The fair value 

of options granted in 2012 amounted to €1 million.

The table below summarizes information about stock-options outstanding at December 31, 2012, after taking into account 

the partial fulfillment of the performance criteria attached to certain plans:

Grant Options exercisable Options not exercisable Total options Type 

date outstanding of options

Exercise Number Weighted Exercise Number Number

price of options average price of options of options

(in EUR) contractual life (in EUR)

 (in months)

2003 32.26 2,719,371 11 2,719,371 Subscription

2004 39.39 3,955,094 23 3,955,094 Subscription

2005 41.34 4,051,181 35 4,051,181 Subscription

2006 52.52 4,306,454 47 4,306,454 Subscription

2007 64.72 3,403,171 59 3,403,171 Subscription

2008 25.88 3,080,346 71 3,080,346 Subscription

2009 83 36.34 985,906 985,906 Subscription or purchase

2010 95 35.19 1,144,730 1,144,730 Subscription or purchase

2011 107 31.22 482,150 482,150 Subscription or purchase

2012 119 27.71 253,000 253,000 Subscription

Total 21,515,617 2,865,786 24,381,403

At December 31, 2012, 21,515,617 stock-options were exercisable (at an average price of €43.56) and 2,865,786 options 

(average price €34.26) had not yet vested.

NOTE 13 Group savings plan (“PEG”)

The PEG Group Savings Plan is an employee stock purchase 

plan open to all Group employees in France and in most 

other countries where the Group does business. Eligible 

employees must have completed a minimum 

of three months’ service with the Group. The purchase price 

of the shares, as set by the Chairman and Chief Executive 

Officer on behalf of the Board of Directors, corresponds 

to the average of the opening share prices quoted over 

the 20 trading days preceding the pricing date.

In 2012, the Group issued 4,387,680 shares with a par value 

of €4 (2011: 4,497,772 shares) to members of the PEG, 

for a total of €125 million (2011: €150 million).

In some years, as well as the standard plans, leveraged plans 

are offered to employees in countries where this is allowed 

under local law and tax rules.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 143

Standard plans

Under the standard plans, eligible employees are offered 

the opportunity to invest in Saint-Gobain stock at a 20% 

discount. The stock is subject to a five or 10-year lock-up, 

except following the occurrence of certain events. 

The compensation cost recorded in accordance with IFRS 2 

is measured by reference to the fair value of a discount 

offered on restricted stock (i.e. stock subject to a lock-up). 

The cost of the lock-up for the employee is defined 

as the cost of a two-step strategy that involves first selling 

the restricted stock forward five or 10 years and then 

purchasing the same number of shares on the spot market 

and financing the purchase with debt. The borrowing cost 

is estimated at the rate that would be charged by a bank 

to an individual with an average risk profile for a general 

purpose 5- or 10-year consumer loan repayable at maturity 

(see Note 1 for details of the calculation).

The standard plan cost recorded in the income statement 

amounted to €0 in 2012 (2011: €6.7 million), net 

of the lock-up cost for employees of €18.7 million 

(2011: €20.6 million).

The following table shows the main features of the standard 

plans, the amounts invested in the plans and the valuation 

assumptions applied in 2012 and in 2011:

 2012 2011

Plan characteristics

Grant date 26 March 28 March

Plan duration (in years) 5 or 10 5 or 10

Benchmark price (in EUR ) 35.73 41.77

Purchase price (in EUR ) 28.59 33.42

 Discount (in %) 20.00% 20.00%

(a) Total discount 

on the grant date (in %) 17.60% 22.50%

Employee investments 

(in EUR millions) 125.4 150.3

Total number of shares purchased 4,387,680 4,497,772 

Valuation assumptions

Interest rate paid by employees* 6.35% 6.50%

5-year risk-free interest rate 1.75% 2.86%

Repo rate 0.40% 0.40%

(b) Lock-up discount (in %) 20.18% 16.97%

Total cost to the Group (in %) (a-b) –2.58% 5.53%

(*) A 0.5-point decline in borrowing costs for the employee would have no 

impact on the 2012 cost as calculated in accordance with IFRS 2.

Leveraged plans

No leveraged plans were set up in 2012 or in 2011.

NOTE 14 Performance share 

and performance unit plans

Various performance share plans have been set up 

by Saint-Gobain since 2009 and one performance unit plan 

was set up in 2012. 

As of December 31, 2012, five performance share plans 

and one performance unit plan were outstanding:

l A worldwide plan authorized by Saint-Gobain’s Board 

of Directors on November 19, 2009 whereby eligible 

employees and officers of the Group in France and abroad 

were each awarded seven performance shares. The shares 

were subject to a performance condition, which was met, 

and would have been forfeited if the grantee had left the 

Group before the end of the vesting period. In all, 

1,359,960 performance shares vested under the plan, 

as follows:

- for eligible Group employees in France, Spain and Italy, 

the vesting period ended on March 29, 2012 and the shares 

were delivered on March 30, 2012. The vesting period 

has been followed by a 2-year lock-up, such that the shares 

may not be sold until March 31, 2014 except in the case 

of the grantee’s death or disability;

- for eligible Group employees in all other countries, 

the vesting period will end on March 30, 2014 

and the shares will be delivered on March 31, 2014. 

No lock-up period will apply.

l A performance share plan for eligible employees 

and officers of the Group in France and abroad authorized 

by the Board of Directors on November 19, 2009. 

The shares were subject to a performance condition, which 

was met, and would have been forfeited if the grantee had 

left the Group before the end of the vesting period. In all, 

622,790 performance shares were awarded, as follows:

- for eligible Group employees in France, the vesting period 

ended on March 29, 2012 and the shares were delivered 

on March 30, 2012. The vesting period has been followed 

by a 2-year lock-up, such that the shares may not be sold 

until March 31, 2014 except in the case of the grantee’s 

death or disability;

- for eligible Group employees in all other countries, 

the vesting period will end on March 30, 2014 

and the shares will be delivered on March 31, 2014. 

No lock-up period will apply.

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 144

l A performance share plan for eligible employees 

and officers of the Group in France and abroad authorized 

by the Board of Directors on November 18, 2010. 

The shares are subject to a performance condition and will 

be forfeited if the grantee leaves the Group before the end 

of the vesting period. In all, an estimated 737,550 

performance shares may vest under the plan, as follows:

- for eligible Group employees in France, the vesting period 

will end on March 29, 2013 and the shares will be delivered 

on March 30, 2013. The vesting period will be followed 

by a 2-year lock-up, such that the shares may not be sold 

until March 31, 2015 except in the case of the grantee’s 

death or disability;

- for eligible Group employees outside France, the vesting 

period will end on March 30, 2015 and the shares will be 

delivered on March 31, 2015. No lock-up period will apply.

l A performance share plan for eligible employees 

and officers of the Group in France and abroad authorized 

by the Board of Directors on November 24, 2011. 

The shares are subject to a performance condition 

and will be forfeited if the grantee leaves the Group before 

the end of the vesting period. In all, 942,920 performance 

shares may vest under the plan, as follows:

- for eligible Group employees in France, the vesting period 

will end on March 29, 2014 and the shares will be delivered 

on March 30, 2014. The vesting period will be followed 

by a 2-year lock-up, such that the shares may not be sold 

until March 31, 2016 except in the case of the grantee’s 

death or disability;

The table below shows changes in the number of performance share rights:

Number of rights

Number of performance share rights at December 31, 2010 2,720,300

Performance share rights granted in November 2011 942,920

Shares issued/delivered (833)

Lapsed and canceled rights 0

Number of performance share rights at December 31, 2011 3,662,387

Performance share rights granted in November 2012 542,370

Shares issued/delivered (641,669)

Lapsed and canceled rights (897,242)

Number of performance share rights at December 31, 2012 2,665,846

- for eligible Group employees outside France, the vesting 

period will end on March 30, 2016 and the shares will be 

delivered on March 31, 2016. No lock-up period will apply.

l A performance share plan for certain eligible managers 

and senior executives of the Saint-Gobain Group outside 

France authorized by the Board of Directors on November 

22, 2012. Eligibility is based on the grantee’s period 

of service with the Group and on a performance criterion. 

The plan involves a total of 542,370 performance shares. 

Grantees will be allocated existing shares of the Company. 

The vesting period will end on November 21, 2016 

and the shares will be delivered on November 22, 2016. 

No lock-up period will apply. 

l A long-term incentive plan involving the award 

of performance units for certain eligible managers 

and senior executives of the Saint-Gobain Group in France 

authorized by the Board of Directors on November 22, 

2012, that will be implemented by the Chairman and Chief 

Executive Officer of Compagnie de Saint-Gobain. 

In all, 536,400 performance units may be awarded. The units 

are subject to a performance condition and will be forfeited 

if the grantee leaves the Group before the end of the vesting 

period. Vested units will entitle the grantees to a long-term 

cash incentive determined by reference to the Saint-Gobain 

share price. The exercise period for the units will run from 

November 22, 2016 to November 21, 2022. 

The performance units will not give rise to the issue 

of any new shares or the allocation of any exiting shares.

The fair value of the performance shares corresponds 

to the Saint-Gobain share price on the grant date less (i) 

the value of dividends not payable on the shares during 

the vesting period, and (ii) as for the Group Savings Plan, 

less the discount on restricted stock (i.e. stock subject 

to a 4-year lock-up), which has been estimated at around 

30%. The compensation cost is recognized over the two 

or four-year vesting period of the performance shares.

The cost recorded in the income statement for the two plans 

amounted to €12 million in 2012 (2011: €18 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 145

The following table shows the expected dates when vested performance shares will be issued/delivered under the five plans, 

except in the case of the grantee’s death or disability or departure from the Group before the end of the vesting period:

Grant date Number of rights End of the vesting period Type of rights

at December 31, 2012

November 19, 2009 929,768 March 2014 transmitting

November 19, 2009 345,160 March 2014 transmitting

November 18, 2010 437,385 March 2015 transmitting

November 24, 2011 411,163 March 2016 transmitting

November 22, 2012 542,370 November 2016 existing

Total 2,665,846

NOTE 15 Provisions for pensions and other employee benefits

December 31, December 31,

(in EUR millions) 2012 2011

Pensions 2,526 2,544 

Length-of-service awards 292 237 

Post-employment healthcare benefits 502 504 

Total provisions for pensions and other post-employment benefit obligations 3,320 3,285 

Healthcare benefits 27 46 

Long-term disability benefits 23 29 

Other long-term benefits 95 98 

Provisions for pensions and other employee benefits 3,465 3,458 

The following table shows defined benefit obligations under pension and other post-employment benefit plans 

and the related plan assets:

December 31, December 31,

(in EUR millions) 2012 2011

Provisions for pensions and other post-employment benefit obligations 3,320 3,285 

Pension plan surpluses (57) (52)

Net pension and other post-employment benefit obligations 3,263 3,233 

December 31,

2012

December 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 146

Changes in pension and other post-employment benefit obligations are as follows:

Pension Fair value Other Net

and other of plan pension

post- assets and postemployement employment

benefit benefit

(in EUR millions) obligations obligations

At January 1, 2011 8,892 (6,224) 38 2,706 

Movements during the year

Service cost 180 180 

Interest cost/expected return on plan assets* 438 (415) 23 

Contributions to pension (239) (239)

Employee contributions (19) (19)

Actuarial gains and losses and asset ceiling 595 112 (3) 704 

Currency translation adjustment 236 (159) 77 

Benefit payments (451) 362 (89)

Past service cost** (86) (86)

Changes in Group structure 2 2 

Curtailments/settlements (22) 5 (17)

Other 36 (16) (29) (9)

Total movements 928 (369) (32) 527 

At December 31, 2011 9,820 (6,593) 6 3,233 

Movements during the year

Service cost 188 188 

Interest cost/expected return on plan assets* 439 (403) 36 

Contributions to pension (470) (470)

Employee contributions (14) (14)

Actuarial gains and losses and asset ceiling 1,212 (300) 10 922 

Currency translation adjustment 2 (24) (22)

Benefit payments (493) 393 (100)

Past service cost** (194) (194)

Changes in Group structure 39 (23) 16 

Curtailments/settlements (5) (5)

Other 8 (4) (2) 2 

Reclassification to liabilities held for sale (977) 648 (329)

Total movements 219 (197) 8 30 

At December 31, 2012 10,039 (6,790) 14 3,263 

(*) The actual return on plan assets came to €703 million for the year (2011: €303 million).

(**) Including the changes in reference and calculation assumptions in the United Kingdom explained in the paragraphs on actuarial assumptions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 147

The following tables show the funded status of pension and other post-employment benefit obligations by geographic area:

December 31, 2012

France Other Western North Rest Net total

European America of the World

(in EUR millions) countries

Defined benefit obligation - funded plans 479 5,730 2,444 147 8,800 

Defined benefit obligation - unfunded plans 310 386 500 43 1,239 

Fair value of plan assets (285) (4,769) (1,619) (117) (6,790)

Deficit/(surplus) 504 1,347 1,325 73 3,249 

Asset ceiling 14 

Insured plans 0 

Net pension and other post-employment benefit obligations 3,263

December 31, 2011

France Other Western North Rest Net total

European America of the World

(in EUR millions) countries

Defined benefit obligation - funded plans 403 5,210 3,026 139 8,778 

Defined benefit obligation - unfunded plans 227 268 507 40 1,042 

Fair value of plan assets (182) (4,363) (1,942) (106) (6,593)

Deficit/(surplus) 448 1,115 1,591 73 3,227 

Asset ceiling 6 

Insured plans 0 

Net pension and other post-employment benefit obligations 3,233 

Description of defined benefit plans

The Group’s main defined benefit plans are as follows:

In France, in addition to length-of-service awards, 

there are three defined benefit plans all of which are final 

salary plans. These plans were closed to new entrants 

by the companies concerned between 1969 and 1997. 

Effective March 1, 2012, a new defined benefit plan 

complying with Article L.137-11 of France’s Social Security 

Code was set up by Compagnie de Saint-Gobain.

In Germany, retirement plans provide pensions 

and death and disability benefits for employees. 

These plans have been closed to new entrants since 1996.

In the Netherlands, ceilings have been introduced 

for defined benefit supplementary pension plans, above 

which they are converted into defined contribution plans.

In the United Kingdom, retirement plans provide pensions 

as well as death and permanent disability benefits. 

These defined benefit plans – which are based 

on employees’ average salaries over their final years 

of employment – have been closed to new entrants 

since 2001.

In the United States and Canada, the Group’s defined benefit 

plans are final salary plans. Since January 1, 2001, new 

employees have been offered a defined contribution plan.

Provisions for other long-term employee benefits amounted 

to €145 million at December 31, 2012 (December 31, 2011: 

€173 million), and covered all other employee benefits, 

notably long-service awards in France, jubilees in Germany 

and employee benefits in the United States. The related 

defined benefit obligation is generally calculated 

on an actuarial basis using the same rules 

as for pension obligations.

Measurement of pension 

and other post-employment benefit obligations

Pensions and other post-employment benefit obligations 

are determined on an actuarial basis using the projected unit 

credit method, based on estimated final salaries.

The Group’s total pension and other post-employment 

benefit obligations amounted to €10,039 million 

at December 31, 2012 (December 31, 2011: €9,820 million).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 148

The assumptions used in 2012 for the Group’s main plans were as follows:

France Other European countries United States

(in %) Euro zone United Kingdom

Discount rate 3.25% 3.25% 4.15% 3.75%

Salary increases 2.50% 2.00% to 2.60% 2.00%* 3.00%

Expected return on plan assets 5.00% 4.00% to 5.25% 5.85% 8.75%

Inflation rate 1.90% 1.75% to 2.00% 1.65% 2.00%

(*) A cap applies to the reference salaries used to calculate benefit entitlements.

The assumptions used in 2011 for the Group’s main plans were as follows:

France Other European countries United States

(in %) Euro zone United Kingdom

Discount rate 4.75% 4.75% 4.65% 4.50%

Salary increases 2.40% 1.80% to 2.60% 3.30% 3.00%

Expected return on plan assets 5.00% 4.00% to 5.25% 5.85% 8.75%

Inflation rate 1.80% 1.50% to 2.00% 1.80% 2.10%

Plan assets

For defined benefit plans, plan assets have been 

progressively built up by contributions, primarily 

in the United States, the United Kingdom and Germany. 

Contributions paid by the Group totaled €470 million 

in 2012 (2011: €239 million). The actual return on plan 

assets came to €703 million for the year 

(2011: €303 million).

The fair value of plan assets – which came to €6,790 million 

at December 31, 2012 (December 31, 2011: €6,593 million) 

– is deducted from the Group’s defined benefit obligation, 

as estimated using the projected unit credit method, in order 

to calculate the unfunded obligation to be covered 

by a provision.

Discount rates were set by region or country based 

on observed bond rates at December 31, 2012.

A 0.5-point decrease (increase) in the discount rate would 

lead to an increase (decrease) in defined benefit obligations 

of around €200 million for the North American plans, 

€200 million for the euro-zone plans and €325 million 

for the UK plans. A 0.5-point increase in the inflation rate 

would lead to an overall increase in defined benefit 

obligations of €485 million.

The same assumptions concerning mortality, employee 

turnover and interest rates are used to determine 

the Group’s defined benefit obligations for other long-term 

employee benefits. In the United States, retirees’ healthcare 

costs are projected to rise by 7.78% per year. A 1-point 

increase in this rate would lead to an increase in the related 

defined benefit obligation of around €50 million.

Since December 31, 2011, the inflation rate used 

by the Group to adjust pension benefits in the United 

Kingdom has been based on the Consumer Price Index (CPI). 

Plan assets are mainly composed of equities (42%) 

and bonds (41%), with the remaining 17% invested in other 

asset classes.

Projected contributions to pension plans for 2013 

are estimated at around €155 million.

Actuarial assumptions used to measure defined 

benefit obligations and plan assets

Assumptions related to mortality, employee turnover 

and future salary increases take into account the economic 

conditions specific to each country and company.

In addition, calculation assumptions in the United Kingdom 

have been partly modified by the introduction, in 2012, 

of a cap on reference salaries and the adjustment of benefit 

entitlements for employees taking early retirement 

or retiring for health reasons. The resulting reduction 

in the related benefit obligation, for the amount 

of £140 million in 2012, has been recognized under 

“Past service cost” in the table analyzing changes in pension 

and other post-employment benefit obligations.

Expected rates of return on plan assets are estimated 

by country and by plan, taking into account the different 

classes of assets held by the plan and the outlook 

in the various financial markets. In 2012, firm equity 

and bond markets led to a €703 million increase in plan 

assets versus an estimated €403 million based 

on the expected return on the assets. A 50 bps change 

in the estimated return on plan assets would have a roughly 

€35 million impact on profit for the year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 149

Actuarial gains and losses

In 2006, the Group elected to apply the option available 

under IAS 19 and to record in equity actuarial gains and 

losses and the change in the asset ceiling. In 2012, 

€922 million was recognized in equity (increase 

in provisions). This amount corresponds to €1,212 million 

in actuarial differences, including a €60 million experience 

adjustment (corresponding to the effects of differences 

between previous actuarial assumptions and what 

has actually occurred), €10 million due to the raising 

of the asset ceiling, and a €300 million increase 

in plan assets.

The defined benefit obligation, asset ceiling and experience adjustments recognized in the last five years are as follows:

(in EUR millions) 2012 2011 2010 2009 2008

Defined benefit obligation 10,039 9,820 8,892 7,999 6,803 

Fair value of plan assets (6,790) (6,593) (6,224) (5,384) (4,976)

Plan (surplus)/deficit 3,249 3,227 2,668 2,615 1,827 

Experience actuarial gain (loss) as a % 

of the defined benefit obligation 0.6 0.1 (0.4) (0.5) 0.4 

Plan surpluses and the asset ceiling

When plan assets exceed the defined benefit obligation, 

the excess is recognized in other non-current assets 

under “Plan surplus” (see Note 8) provided 

that it corresponds to future economic benefits. The asset 

ceiling corresponds to the maximum future economic 

benefit. Changes in the asset ceiling are recognized in equity.

Contributions to insured plans

This item corresponded to amounts payable in the future 

to insurance companies under the externally funded pension 

plans for Group employees in Spain. These amounts were fully 

repaid at June 30, 2011.

Plan surpluses and provisions for pensions 

and other post-employment benefits classified 

as assets and liabilities held for sale

In accordance with IFRS 5, the provisions for pensions 

and other post-employment benefits for employees 

of Verallia North America were classified as liabilities held 

for sale at December 31, 2012, for an amount 

of €329 million. Including provisions for other long-term 

benefits in the amount of €19 million, the total amount 

reclassified as “Liabilities held for sale” was €348 million 

(Note 3).

Employee benefits expense

The cost of the Group’s pension and other post-employment 

benefit plans (excluding other employee benefits) 

is as follows:

(in EUR millions) 2011

Service cost 188 180

Interest cost 439 438 

Expected return on plan assets (403) (415)

Curtailments and settlements (199) (103)

Pensions, length-of-service awards 

and other post-employment benefits 25 100 

Employee contributions (14) (19)

Total 11 81 

Additional information about defined contribution 

plans

Contributions to defined contribution plans for 2012 

represented an estimated €681 million (2011: €645 million), 

including €473 million for government-sponsored basic 

pension schemes (2011: €453 million), €138 million 

for government-sponsored supplementary pension schemes, 

mainly in France (2011: €141 million), and €70 million 

for corporate-sponsored supplementary pension plans 

(2011: €51 million).

2012

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 150

NOTE 16 Current and deferred taxes

The pre-tax income of consolidated companies is as follows: 

(in %) 2011

Net income 796 1,360

Less:

Share in net income of associates 12 8

Income taxes (476) (656)

Pre-tax income 

of consolidated companies 1,260 2,008

Income tax expense breaks down as follows:

(in EUR millions) 2011

Current taxes (612) (662)

France (151) (106)

Outside France (461) (556)

Deferred taxes 136 6 

France 60 (12)

Outside France 76 18 

Total income tax expense (476) (656)

The effective tax rate breaks down as follows:

(in %) 2011

Tax rate in France 34.4 34.4 

Impact of tax rates outside France (3.8) (5.9)

Impact of 2011 Finance Law in France 

(add-in 5%) 1.7 1.7 

Impact of 2012 Finance Law in France 1.6 0.0 

Capital gains and losses 

and asset impairments 4.3 3.8 

Provisions for deferred tax assets 4.3 0.8 

Effect of changes in future tax rates (3.7) (1.1)

Research tax credit (1.6) (0.7)

Other deferred and miscellaneous taxes 0.6 (0.3)

Effective tax rate 37.8 32.7 

In the balance sheet, changes in net deferred tax asset 

and liability break down as follows:

Net deferred tax

(in EUR millions) assets/(liability)

At January 1, 2011 (209)

Deferred tax (expense)/benefit 6 

Changes in deferred taxes on actuarial gains 

and losses recognized in accordance with IAS 19 (note 15) 240 

Translation adjustments 25 

Impact of changes in Group structure and other (6)

At December 31, 2011 56 

Deferred tax (expense)/benefit 136 

Changes in deferred taxes on actuarial gains 

and losses recognized in accordance with IAS 19 (note 15) 293 

Translation adjustments (19)

Impact of changes in Group structure and other (22)

At December 31, 2012 444 

The table below shows the principal components 

of the deferred tax:

Dec. 31, Dec. 31,

(in EUR millions) 2010 2011

Deferred tax assets 1,236 949 

Deferred tax liabilities (792) (893)

Net deferred tax 444 56 

Pensions 935 948 

Brands (781) (799)

Depreciation & amortization, 

accelerated capital allowances 

and tax-driven provisions (1,005) (1,182)

Tax loss carryforwards 748 584 

Other 547 505 

Total 444 56 

Deferred taxes are offset at the level of each tax entity, i.e., 

by tax group where applicable (mainly in France, the United 

Kingdom, Spain, Germany, the United States 

and the Netherlands).

Deferred tax assets of €1,236 million were recognized 

at December 31, 2012 (December 31, 2011: €949 million). 

They include deferred tax assets of €702 million 

in the United States that are expected to be recovered 

within the maximum utilization period of 20 years, 

and €174 million in Germany, where the “Organschaft” 

group relief system allows deferred tax assets to be 

recovered within a short period. Deferred tax liabilities 

recognized at December 31, 2012 amounted to €792 million 

(December 31, 2011: €893 million), including €291 million 

in France and €197 million in the United Kingdom. Deferred 

tax liabilities recognized in other countries represented 

considerably smaller amounts.

Deferred tax assets whose recovery is not considered 

probable totaled €261 million at December 31, 2012 

(December 31, 2011: €190 million) and are fully accrued.

2012

2012

Dec. 31,

2012

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 151

In France, the taxe professionnelle local business tax has 

been replaced, from 2010, by the Contribution Economique 

Territoriale (CET), a two-part tax. In accordance with IAS 12, 

the portion of the tax assessed on the value added 

by the business (Cotisation sur la Valeur Ajoutée 

des Enterprises – CVAE) has been included in income tax 

for the period, because it is assessed on revenues net 

of expenses, particularly in the Building Distribution sector 

which represents roughly 50% of the Group’s revenue 

in France.

NOTE 17 Other current and non-current liabilities and provisions

Provisions Provisions Provisions Provisions Provisions Provisions Total Investment Total

for claims for environ- for restruc- for for for other provision related

and litigation mental turing personnel customer contin- for other liabilities

(in EUR millions) risks costs costs warranties gencies liabilities

At January 1, 2011

Current portion 100 37 117 45 100 113 512 15 527 

Non-current portion 1,338 137 120 47 157 286 2,085 143 2,228 

Total 1,438 174 237 92 257 399 2,597 158 2,755 

Movements during the year

Additions 151 18 87 23 119 88 486 486 

Reversals (1) (13) (32) (13) (34) (77) (170) (170)

Utilizations (102) (9) (100) (24) (90) (66) (391) (391)

Changes in Group structure 1 (1) 0 9 9 

Other (reclassifications 

and translation adjustments) 15 (1) (10) (5) 3 23 25 162 187 

Total movements 63 (5) (54) (19) (2) (33) (50) 171 121 

At December 31, 2011

Current portion 117 33 93 36 113 137 529 204 733 

Non-current portion 1,384 136 90 37 142 229 2,018 125 2,143 

Total 1,501 169 183 73 255 366 2,547 329 2,876 

Movements during the year

Additions 157 8 151 24 95 88 523 523 

Reversals (7) (2) (37) (8) (24) (53) (131) (131)

Utilizations (97) (13) (112) (18) (66) (77) (383) (383)

Changes in Group structure 5 1 4 10 10 

Other (reclassifications 

and translation adjustments) (6) (11) (5) (5) (4) 9 (22) (245) (267)

Total movements 47 (18) 2 (6) 1 (29) (3) (245) (248)

At December 31, 2012

Current portion 102 16 98 32 105 102 455 2 457 

Non-current portion 1,446 135 87 35 151 235 2,089 82 2,171 

Total 1,548 151 185 67 256 337 2,544 84 2,628 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 152

Provisions for claims and litigation

In 2012, provisions for claims and litigation covered 

potential costs arising from investigations 

by the competition authorities involving the Flat Glass 

business and from asbestos-related litigation. 

These provisions are described in further detail in Note 28.

Provisions for environmental risks

Provisions for environmental risks cover costs relating 

to environmental protection measures, as well as site 

rehabilitation and clean-up costs.

Provisions for restructuring costs

Provisions for restructuring costs came to €185 million 

at December 31, 2012 (December 31, 2011: €183 million), 

including net additions of €114 million during the year. 

The provisions primarily concern Benelux (€42 million), 

Germany (€44 million), France (€31 million) 

and the United Kingdom (€28 million).

Provisions for personnel costs

These provisions primarily cover indemnities due to employees 

that are unrelated to the Group’s reorganization plans.

Provisions for customer warranties 

These provisions cover the Group’s commitments 

under the warranties granted to customers 

in the United States and other markets. They are determined 

on a statistical basis using a range of criteria and take 

into account contractual warranty payments made in prior 

years in the business and region concerned. In addition, 

specific provisions may be set aside for identified risks.

Provisions for other contingencies

At December 31, 2012, provisions for other contingencies 

amounted to €337 million and mainly concerned France 

(€124 million), Germany (€97 million), Latin America 

(€43 million), Italy (€23 million) and the United States 

(€15 million).

Investment-related liabilities

Changes in investment-related liabilities primarily resulted 

from the settlement and delivery of forward purchases 

of treasury stock.

NOTE 18 Trade and other accounts payable 

and accrued expenses

Dec. 31,

(in EUR millions) 2011

Trade accounts payable 6,143 6,018 

Customer deposits 795 791 

Payable to suppliers 

of non-current assets 298 374 

Grants received 125 99 

Accrued personnel expenses 1,173 1,177 

Accrued taxes other than on income 408 434 

Other 609 687 

- France 89 119 

- Germany 57 51 

- United Kingdom 120 111 

- Other Western European countries 109 135 

- North America 32 60 

- Emerging countries and Asia 202 211 

Total other payables 

and accrued expenses 3,408 3,562 

Trade and other accounts payable are due mainly within one 

year, with the result that their carrying amount 

approximates fair value.

NOTE 19 Risk factors

Market risks (liquidity, interest rate, foreign exchange, 

energy and credit risks)

Liquidity risk on financing

In a crisis environment, the Group could be unable to raise 

the financing or refinancing needed to cover its investment 

plans on the credit market or the capital market, or to obtain 

such financing or refinancing on acceptable terms.

There is also no guarantee that the Company’s credit rating will 

remain at the current level.

The Group’s overall exposure to liquidity risk on net debt 

is managed by the Treasury and Financing Department 

of Compagnie de Saint-Gobain. Except in special cases, 

all of the Group companies’ long-term financing needs 

and the majority of their short-term financing needs 

are met by Compagnie de Saint-Gobain or by the Delegations’ 

cash pools.

The main objective of liquidity risk management processes 

is to guarantee that the Group’s financing sources will be rolled 

over and to optimize annual borrowing costs. Long-term debt 

therefore systematically represents a high percentage 

of overall debt. At the same time, the maturity schedules 

of long-term debt are set in such a way that replacement 

capital markets issues are spread over time.

Dec. 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 153

Medium-term notes are the main source of long-term financing 

used by the Group, along with bonds. However it also uses 

perpetual bonds, participating securities, bank borrowings 

and lease financing.

Short-term debt is composed mainly of borrowings 

under French Commercial Paper (Billets de Trésorerie) 

programs and, from time-to-time, Euro Commercial Paper 

and US Commercial Paper programs, but also includes 

receivables securitization programs and bank overdrafts. 

Short-term financial assets comprise marketable securities 

and cash equivalents.

To maintain secure sources of financing, Compagnie 

de Saint-Gobain has various confirmed syndicated lines 

of credit.

A breakdown of long- and short-term debt is provided 

by type and maturity in Note 20. The amounts, currencies, 

and acceleration clauses of the Group’s financing programs 

and confirmed credit lines are also discussed in Note 20.

Saint-Gobain’s long-term debt issues have been rated BBB 

with a negative outlook by Standard & Poor’s since October 29, 

2012 and Baa2 with a negative outlook by Moody’s since 

November 12, 2012.

Liquidity risk on investments

Short-term investments consist of bank deposits and mutual 

fund units. To reduce liquidity or volatility risk, whenever 

possible, the Group invests in money market and/or bond 

funds.

Interest rate risks

The Group’s overall exposure to interest rate risk on net debt 

is managed by the Treasury and Financing Department 

of Compagnie de Saint-Gobain. Where subsidiaries use 

derivatives to hedge interest rate risks, their counterparty 

is generally Compagnie de Saint-Gobain, the Group’s parent 

company.

The Group’s overall exposure to interest rate risk 

on consolidated debt is managed primarily 

with the objective of fixing the cost of medium-term debt 

and optimizing annual borrowing costs. According to Group 

policy, the derivative financial instruments used to hedge 

these risks comprise interest rate swaps, cross-currency 

swaps, options – including caps, floors and swaptions – 

and forward rate agreements. 

Based on a sensitivity analysis of the Group’s total net debt 

after hedging, a 50-basis point increase in euro interest 

rates at the balance sheet date would lead to an €11 million 

increase in net income and a 50-basis point increase in euro 

and sterling interest rates at the balance sheet date would 

lead to a €6 million increase in equity.

Foreign exchange risk

The currency hedging policies described below could be 

inadequate to protect the Group against unexpected 

or sharper than expected fluctuations in exchange rates 

resulting from economic and financial market conditions.

Foreign exchange risks are managed by hedging commercial 

transactions carried out by Group entities in currencies other 

than their functional currencies. Compagnie de Saint-Gobain 

and its subsidiaries use options and forward contracts 

to hedge exposures arising from current and future 

commercial transactions. The subsidiaries generally set up 

options through the Group’s parent company, Compagnie 

de Saint-Gobain, which then takes a reverse position 

on the market.

Most forward contracts have short maturities, of around 

three months. However, forward contracts taken out 

to hedge firm orders may have terms of up to two years. 

Wherever possible, foreign exchange risks are hedged 

with Compagnie de Saint-Gobain upon receipt of the orders 

sent by the subsidiaries, or with the local Delegations’ cash 

pools. In other cases, hedges are contracted 

with the subsidiaries’ banks. 

The Group monitors its exposure to foreign exchange risk 

using a monthly reporting system which captures the foreign 

exchange positions taken by subsidiaries. At December 31, 

2012, 97% of the Group’s hedgeable foreign exchange 

position was hedged. 

The net foreign exchange exposure of subsidiaries whose 

functional currency is not one of those presented below 

was as follows at December 31, 2012:

(in millions of euro equivalents) Long Short

EUR 1 7 

USD 4 19 

Other currencies 1 3 

Total 6 29 

Based on a sensitivity analysis at December 31, 2012, a 10% 

increase in the exchange rates of the main currencies used 

by subsidiaries would have the following impact on net 

income: 

(in EUR millions) Net gain or loss

EUR (0.7)

USD (1.5)

A 10% fall in exchange rates would have a reverse impact 

in the same amounts, assuming that all other variables 

were unchanged.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 154

Energy and raw materials risk

The Group is exposed to changes in the price of raw 

materials used in its products and in energy prices. 

The energy and raw materials hedging programs may be 

inadequate to protect the Group against significant 

or unforeseen price swings that could result 

from the prevailing financial and economic environment.

The Group may limit its exposure to energy price 

fluctuations by using swaps and options to hedge part 

of its fuel oil, natural gas and electricity purchases. 

The swaps and options are mainly contracted 

in the functional currency of the entities concerned. Hedges 

of gas and fuel oil purchases are managed by a steering 

committee comprising members of the Group Finance 

Department, the Group Purchasing Department (Saint-Gobain 

Achats - SGA) and the relevant Delegations.

Hedges of energy purchases (excluding fixed-price purchases 

negotiated directly with suppliers by the Purchasing 

Department) are generally arranged by the Group Treasury 

and Financing Department (or with the Delegations’ treasury 

departments) in accordance with instructions received from 

SGA.

The steering committee does not manage hedges 

not mentioned above because:

l the volumes involved are not material, or

l there are no international price indexes used by local 

players and transactions are therefore based on either 

administered prices or strictly national indexes.

In both of these cases, local purchasing units manage energy 

risk primarily through fixed-price purchases.

The Group may from time to time enter into contracts 

to hedge purchases of other commodities, in accordance 

with the principles outlined above for energy purchases.

Credit risk

The Group may be exposed to the risk of losses on cash 

and other financial instruments held or managed 

on its behalf by financial institutions, if any of its 

counterparties defaults on its obligations. Group policy 

is to limit its exposure by dealing solely with leading 

counterparties and monitoring their credit ratings, 

in line with guidelines approved by the Board of Directors. 

However, credit risks arising from transactions with financial 

counterparties can escalate rapidly and a high credit rating 

is no guarantee that an institution will not experience 

a rapid deterioration of its financial position. As a result, 

there is no guarantee that this policy will be effective 

in entirely eliminating counterparty risk. Any default 

by a counterparty could have a material adverse effect 

on the Group’s objectives, operating income 

and financial position.

To limit the Group’s exposure to credit risk, the Treasury 

and Financing Department deals primarily 

with counterparties with a long-term rating of A- or above 

from Standard & Poor’s or A3 or above from Moody’s, 

with a stable outlook in both cases. Concentrations of credit 

risk are closely monitored to ensure that they remain 

at reasonable levels.

Note 21 provides details of the Group’s interest rate 

and energy hedges, and the interest rates for the main items 

of debt. It also provides a breakdown of debt by currency 

and interest rate (fixed or variable), as well as the interest 

rate repricing schedule.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 155

NOTE 20 Net debt

Long- and short-term debt

Long- and short-term debt consists of the following:

December 31, December 31,

(in EUR millions) 2010 2011

Bond issues and Medium-Term Notes 8,989 7,620

Perpetual bonds and participating securities 203 203

Other long-term debt including finance leases 374 347

Debt recognized at fair value under the fair value option 0 156 

Fair value of interest rate hedges 22 0 

Total long-term debt (excluding current portion) 9,588 8,326

Current portion of long-term debt 1,732 1,656

Short-term financing programs (US CP, Euro CP, Billets de trésorerie) 691 76 

Bank overdrafts and other short-term bank borrowings 570 627

Securitizations 89 357

Fair value of derivatives not qualified as hedges of debt (1) 2

Short-term debt and bank overdrafts 1,349 1,062

TOTAL GROSS DEBT 12,669 11,044 

Cash and cash equivalents (4,179) (2,949)

TOTAL NET DEBT, INCLUDING ACCRUED INTEREST 8,490 8,095

The fair value of gross long-term debt (including the current portion) managed by Compagnie de Saint-Gobain amounted 

to €11.5 billion at December 31, 2012, for a carrying amount of €10.6 billion. The fair value of bonds corresponds 

to the market price on the last day of the year. For other borrowings, fair value is considered as being equal 

to the amount repayable.

Long-term debt repayment schedule

Long-term debt at December 31, 2012 can be analyzed as follows by maturity:

Within 1 to Beyond

(in EUR millions) Currency 1 year 5 years 5 years Total

Bond issues and Medium-Term Notes EUR 1,180 4,329 3,581 9,090

GBP 367 668 1,035 

JPY 44 44

Perpetual bonds and participating securities EUR 203 203

Other long-term debt including finance leases All currencies 141 248 126 515

Debt recognized at fair value 

under the fair value option EUR 155 155

Fair value of interest rate hedges EUR 22 22

TOTAl, excluding accrued interest 1,476 4,988 4,600 11,064

At December 31, 2012, future interest payments on gross long-term debt (including the current portion) managed 

by Compagnie de Saint-Gobain were due as follows:

Within 1 to Beyond

(in EUR millions) 1 year 5 years 5 years Total

Future interest payments on gross long-term debt 477 1,239 888 2,604

Interest on perpetual bonds and participating securities is calculated through to 2032.

December 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 156

Bond issues

During 2012, Compagnie de Saint-Gobain carried out 

the following debt management transactions to extend 

the average maturity of debt while reducing average 

borrowing costs:

l Three bond issues:

- on March 28, 2012: placement of €750 million worth 

of 3.625% 10-year bonds due 2022;

- on June 15, 2012: placement of €750 million worth 

of 3.625% 9-year bonds due 2021;

- on October 9, 2012: placement of GBP 250 million worth 

of 4.625% 17-year bonds due 2029, swapped for euros 

at a fixed rate of approximately 4.31%.

l Tap issues:

- the €750 million bond issue due 2019 was increased 

to €950 million through three tap issues carried out 

on January 18 and 19, 2012 for a total of €200 million;

- the €750 million bond issue due 2022 was increased 

to €900 million through two tap issues carried out on May 16, 

2012 for a total of €150 million.

l Private placements:

- on January 13, 2012: issue of JPY 5 billion worth 

of 1.90% 5 year private placement notes, due 2017;

- on June 4, 2012: two 4% 20-year private placement notes 

issues due 2032, for a total of €90 million;

- on June 28, 2012: two 12-year private placement notes issues 

due 2024, for a total of €95 million indexed to the 10-year CMS 

rate (swapped for a fixed rate of approximately 4.1%);

- on October 8, 2012: two 4% 20-year private placement notes 

issues due 2032, for a total of €50 million;

- on October 9, 2012: a 3.6% 10-year private placement notes 

issue due 2022, for €100 million.

On April 11, 2012, Compagnie de Saint-Gobain redeemed 

a €1,250 million bond issue that had reached maturity.

Perpetual bonds 

In 1985, Compagnie de Saint-Gobain issued €125 million 

worth of perpetual bonds – 25,000 bonds with a face value 

of €5,000 – paying interest at a variable rate indexed 

to Euribor. Interest paid in 2012 amounted to €85.68 

per bond. These securities are not redeemable 

and the interest paid on them is reported 

under “Borrowing costs”.

Up to December 31, 2012, 18,496 perpetual bonds had been 

bought back and canceled, and 6,504 perpetual bonds were 

outstanding, representing a total face value of €33 million.

Participating securities 

In June 1983, Compagnie de Saint-Gobain issued 1,288,299 

non-voting participating securities with a face value of FRF 

1,000. Their face value is now €152.45, following 

their conversion into euros in 1999. 

Interest on the securities ranges from 75% to 125% 

of the average bond rate (“TMO”), depending on the level 

of Saint-Gobain’s consolidated net income. Interest paid 

in 2012 amounted to €6.82 per security.

In April 1984, Compagnie de Saint-Gobain also issued 

194,633 participating securities with a face value of ECU 

1,000 (now €1,000).

Interest comprises (i) a fixed portion of 7.5% per year 

applicable to 60% of the security, and (ii) a variable portion 

applicable to the remaining 40% of the security, which 

is linked to consolidated net income of the previous year, 

subject to the cap specified in the issue agreement. 

In all, depending on the level of consolidated net income, 

the interest rate ranges from a minimum of 4.5% 

to a maximum of 6.75% if the TMOE rate is below 5% 

or TMOE + 175bps if the TMOE rate is above 5%. Interest 

for 2012 amounted to €65.80 per security, paid in two 

installments (€32.25 and €33.55).

These securities are not redeemable and the interest paid 

on them is reported under “Borrowing costs”.

A certain number of securities have been bought back over 

the years. At December 31, 2012, 606,883 participating 

securities issued in 1983 were outstanding, for a total face 

value of €92.5 million, together with 77,516 participating 

securities issued in 1984, for a total face value 

of €77.5 million.

Financing programs

Compagnie de Saint-Gobain has a number of medium 

and long-term financing programs (Medium Term Notes) 

and short-term financing programs (Commercial Paper 

and Billets de Trésorerie).

At December 31, 2012, issuance under these programs was as follows:

Programs Currency Maturities Authorized Outstanding Outstanding

 program issues issues

at Dec. 31, at Dec. 31, at Dec. 31,

(in millions of currency units) 2012 2012 2011

Medium Term Notes EUR 1 to 30 years 12,000 9 246 7 951

US Commercial Paper USD Up to 12 months 1,000 * 0 0

Euro Commercial Paper USD Up to 12 months 1,000 * 0 0

Billets de Trésorerie EUR Up to 12 months 3,000 691 76

(*) Equivalent to €758 million based on the exchange rate at December 31, 2012.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 157

In accordance with market practices, Billets de Trésorerie,

Euro Commercial Paper and US Commercial Paper are 

generally issued with maturities of one to six months. 

They are treated as variable-rate debt, because 

they are rolled over at frequent intervals.

Syndicated lines of credit

Compagnie de Saint-Gobain has various confirmed 

syndicated lines of credit that are intended to provide 

a secure source of financing for the Group (including 

as additional backing for its US Commercial Paper, 

Euro-Commercial Paper and Billets de Trésorerie programs). 

They include:

l a €3 billion syndicated line of credit expiring in December 

2015. The facility was obtained in December 2010 

and its amount was reduced to €2.5 billion in December 

2012. It is not subject to any hard covenants;

l a second €1.5 billion syndicated line of credit expiring 

in December 2017. When the facility was set up, 

in December 2012, the €1 billion facility expiring 

in June 2013 was canceled and the facility expiring 

in December 2015 was reduced from €3 billion 

to €2.5 billion as explained above. Based on Saint-Gobain’s 

current credit rating for long-term debt issues, the facility 

is not subject to any hard covenants. 

Neither of these confirmed lines of credit was drawn down 

at December 31, 2012.

Bank overdrafts and other short-term bank 

borrowings 

This item includes bank overdrafts, local short-term bank 

borrowings taken out by subsidiaries, and accrued interest 

on short-term debt.

Receivables securitization programs 

The Group has set up a securitization program through its US 

subsidiary, Saint-Gobain Receivables Corporation. 

The program, which can be rolled over annually, amounted 

to €89 million at December 31, 2012 

(December 31, 2011: €177 million).

The difference between the face value of the sold 

receivables and the sale proceeds is treated as a financial 

expense, and amounted to €2.5 million in 2012 

(2011: €2.5 million). 

A second program in the United Kingdom, which amounted 

to €180 million at December 31, 2011, was discontinued 

on March 6, 2012. Financial expense under the program 

came to €0.4 million in 2012 (2011: €1.6 million).

Collateral 

At December 31, 2012, €62 million of Group debt was 

secured by various non-current assets (real estate 

and securities).

NOTE 21 Financial instruments

Derivatives 

The following table presents a breakdown of the principal derivatives used by the Group: 

Fair value Nominal value broken down by maturity

at December 31, 2012 Fair value at December 31, 2012

Derivatives Derivatives Total at Dec. 31, Within 1 to Beyond Total

(in EUR millions) recorded recorded 2011 1 year 5 years 5 years

in assets in liabilities

Fair value hedges 0 0 0 0 0 0 0 0 

Cash flow hedges

Forward foreign exchange contracts 2 (1) 1 (4) 163 34 0 197 

Currency options 0 0 0 

Currency swaps 0 0 0 

Interest rate swaps 0 (10) 95 95 

Cross-Currency Swaps (22) (22) 0 306 306 

Energy and commodity swaps (2) (2) (8) 60 60 

Cash flow hedges - total 2 (25) (23) (22) 223 34 401 658 

Derivatives not qualifying for hedge accounting

Interest rate swaps 0 1 155 155 

Currency swaps 3 (2) 1 (4) 1,332 1,332 

Energy and commodity swaps 0 0 0 

Forward foreign exchange contracts 1 0 1 1 78 78 

Currency options 4 0 4 130 130 

Derivatives not qualifying 

for hedge accounting - total 8 (2) 6 (2) 1,695 0 0 1,695 

Total 10 (27) (17) (24) 1,918 34 401 2,353 

“o/w derivatives used to hedge net debt” 3 (24) (21) (12) 0 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 158

Interest rate swaps

The Group uses interest rate swaps to convert part 

of its fixed (variable) rate bank debt and bond debt 

to variable (fixed) rates.

Cross-currency swaps

The Group uses cross-currency swaps to convert foreign 

currency debt into euro debt.

Currency swaps

The Group uses currency swaps for day-to-day cash 

management purposes and, in some cases, to permit the use 

of euro-denominated funds to finance foreign currency 

assets.

Forward foreign exchange contracts and currency options

Forward foreign exchange contracts and currency options 

are used to hedge foreign currency transactions, particularly 

commercial transactions (purchases and sales) 

and investments.

Energy and commodity swaps

Energy and commodity swaps are used to hedge the risk 

of changes in the price of certain purchases used 

in the subsidiaries’ operating activities, particularly energy 

(fuel oil, natural gas and electricity) purchases.

Impact on equity of financial instruments qualifying 

for hedge accounting

At December 31, 2012, the cash flow hedging reserve 

carried in equity in accordance with IFRS had a debit 

balance of €15 million, mainly breaking down as follows:

l €14 million corresponding to the interest rate component 

of cross-currency swaps designated as cash flow hedges 

that are used to convert a bond issue into euros;

l €1 million corresponding to the remeasurement 

at fair value of other cash flow hedges to be reclassified 

to income when the hedged items affect income.

The ineffective portion of gains and losses on cash flow 

hedges is not material.

Impact on income of financial instruments not 

qualifying for hedge accounting

The fair value of derivatives classified as financial assets 

and liabilities at fair value through profit or loss represented 

a €6 million profit at December 31, 2012 

(December 31, 2011: €2 million loss).

Embedded derivatives 

Saint-Gobain regularly analyzes its contracts in order 

to separately identify financial instruments classified 

as embedded derivatives under IFRS. 

At December 31, 2012, no embedded derivatives deemed 

to be material at Group level were identified.

Group debt structure 

The weighted average interest rate on total debt under IFRS, 

after hedging (using currency swaps, cross-current swaps 

and interest rate swaps) was 4.7% at December 31, 2012 

(December 31, 2011: 4.8%).

The average internal rates of return for the main 

components of long-term debt before hedging were 

as follows in 2012 and 2011:

Internal rate of return on long-term debt

Dec. 31,

(in %) 2011

Bonds and Medium Term Notes 5.17 5.19

Perpetual bonds 

and participating securities 4.30 4.85

The table below presents the breakdown by currency 

and by interest rate (fixed or variable) of the Group’s gross 

debt at December 31, 2012, after giving effect to interest 

rate swaps, cross-currency swaps and currency swaps.

Gross debt denominated in foreign currencies

After hedging

(in EUR millions) Variable rate Fixed rate Total

EUR 1,247 9,481 10,728 

GBP (241) 721 480 

USD 193 5 198 

NOK, SEK, DKK 295 2 297 

Other currencies 490 189 679 

TOTAL 1,984 10,398 12,382

16% 84% 100%

Fair value of related derivatives 21 

Accrued interest 266 

TOTAL GROSS DEBT 12,669

Interest rate repricing schedule for debt 

The table below shows the interest rate repricing schedule 

at December 31, 2012 for gross debt after hedging:

Within 1 to Beyond Total

(in EUR millions) 1 year 5 years 5 years

Gross debt 3,504 4,875 4,290 12,669 

Impact of interest rate swaps (95) 95 0 

GROSS DEBT 

AFTER HEDGING 3,409 4,875 4,385 12,669 

Dec. 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 159

NOTE 22 Financial assets and liabilities

Financial assets and liabilities are classified as follows in accordance with IFRS 7:

At December 31, 2011

Financial instruments 

at fair value

Total 

financial 

instruments 

measured 

at fair value

Other financial instruments

Total 

financial 

instruments

Financial instrument 

at fair value hierarchy 

under IFRS 7

Total 

financial 

instruments 

measured 

at fair value

Balance sheet headings 

and classes 

of instrument

(in EUR millions) Notes

Financial 

instruments 

through 

profit 

or loss

Derivatives 

designated 

as hedges

Assets and 

liabilities 

measured 

at fair value 

(fair value 

option)

Availablefor-sale 

financial 

assets 

Loans and 

receivables

Liabilities at 

amortized 

cost

Level 1: 

quoted prices 

and cash

Level 2: 

internal 

model using 

observable 

factors

Level 3: 

internal 

model 

using non 

observable 

factors

Trade and other 

accounts receivable (10) 0 6,749 6,749 0 

Loans 

and deposits (8) 0 266 266 0 

Available 

for sale and other 

securities

(8) 0 29 29 0 

Derivatives 

recorded in assets

(20)

(21) 6 6 6 6 6 

Cash and cash 

equivalents (20) 2,949 2,949 2,949 2,949 2,949 

Total assets 6 0 2,949 2,955 29 7,015 0 9,999 2,949 6 0 2,955 

Trade and other 

accounts payable (18) 0 (9,580) (9,580) 0 

Long and short-term 

debt (20) (156) (156) (10,876) (11,032) (156) (156)

Derivatives 

recorded 

in liabilities

(20)

(21) (8) (10) (18) (18) (18) (18)

Total liabilities (8) (10) (156) (174) 0 0 (20,456) (20,630) 0 (174) 0 (174)

Total (2) (10) 2,793 2,781 29 7,015 (20,456) (10,631) 2,949 (168) 0 2,781 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 160

At December 31, 2012

Financial instruments 

at fair value

Total 

financial 

instruments 

measured 

at fair value

Other financial instruments

Total 

financial 

instruments

Financial instrument 

at fair value hierarchy 

under IFRS 7

Total 

financial 

instruments 

measured 

at fair value

Balance sheet headings 

and classes 

of instrument

(in EUR millions) Notes

Financial 

instruments 

through 

profit 

or loss

Derivatives 

designated 

as hedges

Assets and 

liabilities 

measured 

at fair value 

(fair value 

option)

Availablefor-sale 

financial 

assets 

Loans and 

receivables

Liabilities at 

amortized 

cost

Level 1: 

quoted prices 

and cash

Level 2: 

internal 

model using 

observable 

factors

Level 3: 

internal 

model 

using non 

observable 

factors

Trade and other 

accounts receivable (10) 0 6,442 6,442 0 

Loans 

and deposits (8) 0 261 261 0 

Available 

for sale and other 

securities

(8) 0 41 41 0 

Derivatives 

recorded in assets

(20)

(21) 3 3 3 3 3 

Cash and cash 

equivalents (20) 4,179 4,179 4,179 4,179 4,179 

Total assets 3 0 4,179 4,182 41 6,703 0 10,926 4,179 3 0 4,182 

Trade and other 

accounts payable (18) 0 (9,551) (9,551) 0 

Long and short-term 

debt (20) (155) (155) (12,493) (12,648) (155) (155)

Derivatives 

recorded 

in liabilities

(20)

(21) (2) (22) (24) (24) (24) (24)

Total liabilities (2) (22) (155) (179) 0 0 (22,044) (22,223) 0 (179) 0 (179)

Total 1 (22) 4,024 4,003 41 6,703 (22,044) (11,297) 4,179 (176) 0 4,003 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 161

(e) Restructuring costs in 2012 mainly consisted 

of employee termination benefits in an amount 

of €180 million (2011: €95 million).

(f) In the periods presented, provisions and expenses 

relating to claims and litigation corresponded for the most 

part to asbestos-related litigation and the provision 

for the competition litigation discussed in Notes 17 and 28.

(g) Impairment losses on assets in 2012 included 

€67 million on goodwill (2011: €309 million), €371 million 

on property, plant and equipment and intangible assets 

(2011: €72 million). In addition, €2 million in impairment 

losses on financial assets and current assets were reversed 

(2011: recognition of a €2 million impairment loss). 

The caption “Other” includes capital losses on asset disposals 

and scrapping for €56 million (2011: €68 million) 

and acquisition costs incurred in connection with business 

combinations for €13 million (€2011: 18 million).

NOTE 24 Net financial expense

Breakdown of other financial income and expense

(in EUR millions) 2011

Interest cost - pension 

and other post-employment 

benefit obligations (446) (445)

Expected return on plan assets 403 415 

Interest cost - pension 

and other post-employment 

benefit obligations - net (43) (30)

Other financial expense (121) (111)

Other financial income 27 19 

Other financial income and expense (137) (122)

Recognition of financial instruments

Net financial expense amounted to €724 million in 2012 

(2011: €638 million). Of this amount, €484 million 

(2011: €473 million) relates to instruments carried 

at amortized cost by Compagnie de Saint-Gobain 

and Saint-Gobain Nederland. Instruments measured at fair 

value by these two entities resulted in a positive impact 

of €2 million (2011: €3 million positive impact).

NOTE 23 Business income by expense type

(in EUR millions) 2011

Net sales 43,198 42,116 

Personnel costs

- Salaries and payroll taxes (8,431) (7,955)

- Share-based payments (a) (14) (39)

- Pensions (b) (5) (76)

Depreciation and amortization (1,550) (1,511)

Other (c) (30,317) (29,094)

Operating income 2,881 3,441 

Other business income (d) 116 69 

Negative goodwill recognized in income 0 0 

Other business income 116 69 

Restructuring costs (e) (285) (167)

Provisions and expenses relating 

to claims and litigation (f) (152) (149)

Impairment of assets 

and other business expenses (g) (505) (469)

Other (71) (79)

Other business expense (1,013) (864)

Business income 1,984 2,646 

(a) Details of share-based payments are provided 

in Notes 12, 13 and 14.

(b) Changes in pension costs are presented in Note 15 

“Provisions for pensions and other employee benefits”.

(c) This item corresponds to Building Distribution Sector cost 

of sales, supplier discounts and selling expenses, 

and to transport costs, raw materials costs, and other 

production costs for the other Sectors. This item also 

includes net foreign exchange gains and losses, representing 

a net gain of €13 million in 2012 (2011: net loss 

of €1 million). In 2012, research and development costs 

recorded under operating expenses amounted 

to €451 million (2011: €417 million).

(d) This item includes capital gains on disposals of property, 

plant and equipment and intangible assets.

2012

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 162

NOTE 25 EBITDA – Recurring net income – 

cash flow from operations 

EBITDA amounted to €4,431 million in 2012 

(2011: €4,952 million), calculated as follows:

(in EUR millions) 2011

Operating income 2,881 3,441 

Depreciation and amortization 1,550 1,511 

EBITDA 4,431 4,952 

Recurring net income totaled €1,126 million in 2012 

(2011: €1,736 million). Based on the weighted average 

number of shares outstanding at December 31 

(526,399,944 shares in 2012, 526,274,931 shares in 2011), 

recurring earnings per share amounted to €2.14 in 2012 

and €3.30 in 2011.

The difference between net income and recurring net income 

(attributable to equity holders of the parent) corresponds 

to the following items:

(in EUR millions) 2011

Net income attributable 

to equity holders of the parent 766 1,284 

Less:

Gains on disposals of assets 60 1 

Impairment of assets and acquisition 

costs incurred in connexion 

with business combinations (449) (401)

Provision for competition litigation 

and other non-recurring 

provision charges (96) (123)

Impact of minority interests 2 (1)

Tax impact 123 72 

Recurring net income attributable 

to equity holders of the parent 1,126 1,736 

Cash flow from operations for 2012 amounted 

to €2,791 million (2011: €3,421 million). Excluding tax 

on capital gains and non-recurring provision charges, cash 

flow from operations came to €2,668 million in 2012 

(2011: €3,349 million).

These amounts are calculated as follows:

(in EUR millions) 2011

Net income attributable 

to equity holders of the parent 766 1,284 

Minority interests in net income 30 76 

Share in net income of associates, 

net of dividends received (6) (1)

Depreciation, amortization 

and impairment of assets 1,988 1,892 

Gains and losses on disposals of assets (60) (1)

Non-recurring charges to provisions 96 123 

Unrealized gains and losses arising 

from changes in fair value 

and share-based payments (23) 48 

Cash flow from operations 2,791 3,421

Tax on capital gains and losses 

and non-recurring charges to provisions (123) (72)

Cash flow from operations before tax 

on capital gains and losses 

and non-recurring charges to provisions 2,668 3,349 

NOTE 26 Earnings per share

The calculation of earnings per share is shown below.

Net income Number Earnings 

attributable of shares per share

to equity holders (in EUR)

(in EUR millions) of the parent

2012

Weighted average 

number of shares 

outstanding 766 526,399,944 1.46

Weighted average 

number of shares 

assuming full dilution 766 528,692,847 1.45

2011

Weighted average 

number of shares 

outstanding 1,284 526,274,931 2.44

Weighted average 

number of shares 

assuming full dilution 1,284 530,333,380 2.42

The weighted average number of shares outstanding 

is calculated by deducting treasury stock (4,691,065 shares 

at December 31, 2012) from the average number of shares 

outstanding during the year.

The weighted average number of shares assuming full 

dilution is calculated based on the weighted average number 

of shares outstanding, assuming conversion of all dilutive 

instruments. The Group’s dilutive instruments consist 

of stock-options and performance share grants 

corresponding to a weighted average of 599,942 shares 

and 1,692,961 shares respectively in 2012.

2012

2012

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 163

NOTE 27 Commitments

Commitments related to shares in subsidiaries 

and associates

Puts granted to minority shareholders are carried 

in the balance sheet under investment-related liabilities. 

They are reviewed on a periodic basis and any subsequent 

changes in their fair value are recognized 

by adjusting equity.

Financing-related commitments 

The Group’s commitments related to debt and financial 

instruments are discussed in Notes 20 and 21, respectively.

Commitments related to operating activities

Obligations under finance leases

Non-current assets acquired under finance leases 

are recognized as an asset and a liability in the consolidated 

balance sheet.

At December 31, 2012, €28 million of future minimum lease 

payments due under finance leases concerned land 

and buildings. Total assets under finance leases recognized 

in consolidated assets amounted to €109 million 

at December 31, 2012 (December 31, 2011: €119 million).

Dec. 31,

(in EUR millions) 2011

Future minimum lease payments

Due within 1 year 21 25

Due in 1 to 5 years 43 46

Due beyond 5 years 10 10

Total 74 81

Less finance charge (9) (9) 

Present value of future 

minimum lease payments 65 72

Obligations under operating leases

The Group leases equipment, vehicles and office, manufacturing and warehouse space under various non-cancelable 

operating leases. Lease terms generally range from one to nine years. The commitment corresponding to total future 

minimum payments over the lease term is discounted. The leases contain rollover options for varying periods of time 

and some include clauses covering the payment of real estate taxes and insurance. In most cases, management expects 

that these leases will be rolled over or replaced by other leases in the normal course of business.

Rental expense was €861 million in 2012, including €559 million for land and buildings, and revenue from subleases was 

€19 million. Net rental expense was €842 million.

Future minimum payments due under non-cancelable operating leases are as follows:

Total Payments due Total

2011 Within in 1 to Beyond 2011

(in EUR millions) 1 year 5 years 5 years

Operating leases

Rental expense 3,022 752 1,560 710 3,028

Subletting revenue (56) (15) (29) (12) (59) 

Total 2,966 737 1,531 698 2,969

Non-cancelable purchase commitments

Non-cancelable purchase commitments include commitments to purchase raw materials and services and firm orders 

for property, plant and equipment.

Total Payments due Total

2011 Within in 1 to Beyond 2011

(in EUR millions) 1 year 5 years 5 years

Non-cancelable purchase commitments

Non-current assets 128 118 10 0 230

Raw materials and energy 1,096 339 635 122 845

Services 218 75 128 15 181

Investments and other 57 13 44 0 347

Total 1,499 545 817 137 1,603

Total

2012

Total

2012

Dec. 31,

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 164

The €104 million decrease in non-cancelable purchase commitments in 2012 was mainly due to the completion 

of the Brossette acquisition.

Data for 2011 have been reclassified to take into account the reallocation of energy contracts. 

Guarantee commitments

In some cases, the Group grants seller’s warranties to the buyers of divested businesses. A provision is set aside whenever 

a risk is identified and the related cost can be estimated reliably.

The Group also receives guarantees, amounting to €110 million at December 31, 2012 (December 31, 2011: €101 million).

Commercial commitments

Total Payments due Total

2011 Within in 1 to Beyond 2011

(in EUR millions) 1 year 5 years 5 years

Commercial commitments

Security for borrowings 45 10 19 16 35

Other commitments given 163 82 23 58 216

Total 208 92 42 74 251

At December 31, 2012, pledged assets amounted to €708 

million (December 31, 2011: €301 million). The year-on-year 

increase mainly concerned fixed assets in the United 

Kingdom.

Guarantees given to the Group in respect of receivables 

amounted to €136 million at December 31, 2012 

(December 31, 2011: €109 million).

Other commitments

Greenhouse gas emissions allowances granted to Group 

companies under the 2008-2012 plan represent 

approximately 6.9 million metric tons of CO2 emissions 

per year. The 2012 and 2011 allowances are above the 

greenhouse gas emissions for those years and, consequently, 

no provision has been recorded in this respect 

in the Group accounts.

NOTE 28 Litigation

Asbestos-related litigation in France

“Inexcusable fault” proceedings

In France, further individual lawsuits were filed 

in 2011 by former employees (or persons claiming through 

them) of Everite and Saint-Gobain PAM (“the employers”) 

– which in the past had carried out fiber-cement 

operations – for asbestos-related occupational diseases, 

with the aim of obtaining supplementary compensation over 

and above the amounts paid by the French Social Security 

authorities in this respect. A total of 759 such lawsuits 

have been issued against the two companies since 1997.

At December 31, 2012, 684 of these 759 lawsuits 

had been completed in terms of both liability 

and quantum. In all of these cases, the employers 

were held liable on the grounds of “inexcusable fault”.

Total

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 165

Compensation paid by Everite and Saint-Gobain PAM 

in settlement of these lawsuits totaled approximately 

€1.3 million.

Concerning the 75 lawsuits outstanding against Everite 

and Saint-Gobain PAM at December 31, 2012, the merits 

of nine have been decided but the compensation awards 

have not yet been made, pending issue of medical reports 

or Appeal Court rulings. A further 33 of these 75 lawsuits 

have been completed in terms of both liability and quantum, 

but liability for the payment of compensation has not yet 

been assigned.

Out of the 33 remaining lawsuits, at December 31, 2012 

the procedures relating to the merits of 26 cases were 

at different stages, with three in the process of being 

investigated by the French Social Security authorities 

and 23 pending before the Social Security courts. The final 

seven suits have been withdrawn by the plaintiffs or struck 

out. The plaintiffs can ask for them to be re-activated 

at any time within a 2-year period.

In addition, as of December 31, 2012, 183 suits based 

on inexcusable fault had been filed by current or former 

employees of 12 other French companies in the Group 

(excluding Saint-Gobain Desjonquères and Saint-Gobain 

Vetrotex, which have been sold), in particular involving 

circumstances where equipment containing asbestos had 

been used to protect against heat from furnaces.

At that date, 123 lawsuits had been completed. In 51 

of these cases, the employer was held liable for inexcusable 

fault. Compensation paid by the companies totaled 

approximately €0.6 million.

For the 60 suits outstanding at December 31, 2012, 

arguments were being prepared by the French Social 

Security authorities in six cases, 35 were being investigated 

– including 24 pending before the Social Security courts, 

ten before the Courts of Appeal and one before the Court 

of Cassation – and nine had been completed in terms 

of liability but not in terms of quantum or liability 

for paying the compensation, of which eight pending before 

the Courts of Appeal and one before the Court of Cassation. 

The final ten suits have been withdrawn by the plaintiffs 

or struck out. The plaintiffs can ask for them 

to be re-activated at any time within a 2-year period.

Anxiety claims

Four of the Group’s French subsidiaries that operate 

or have operated facilities in France classified as presenting 

an asbestos hazard are the subject of damages claims 

that are different from those described above.

“Facilities classified as presenting an asbestos hazard” 

are defined as manufacturing facilities that have been closed 

or are still operating which previously manufactured 

materials containing asbestos or used asbestos protection 

and insulation equipment and are included on the official list 

of facilities whose current or former employees are entitled 

to the asbestos workers benefit (ACAATA).

At December 31, 2012 a total of 145 suits had been brought 

by current or former employees of facilities classified 

as presenting an asbestos hazard, claiming compensation 

for various damages suffered as a result of their exposure 

to asbestos. None of these plaintiffs were suffering 

from an asbestos-related disease and some of them were 

not receiving the ACAATA benefit. Of these 145 suits, 

49 have been terminated. Three plaintiffs had their claims 

dismissed. For the 46 others, who were recognized 

as having been exposed to an asbestos risk, 

only the damage caused by anxiety was accepted, leading 

to payment of total compensation of €629,500. 

Of the remaining 96 suits, 30 are pending before 

the competent Courts of Appeal – including two 

where the appellants are the plaintiffs and 28 where 

the appellants are the companies concerned – and 66 before 

the competent labor tribunals.

Asbestos-related litigation in the United States 

In the United States, several companies that once 

manufactured products containing asbestos such 

as asbestos-cement pipes, roofing products, specialized 

insulation or gaskets, are facing legal action from persons 

other than their employees or former employees. 

These claims for compensatory – and in many cases 

punitive – damages are based on alleged exposure 

to the products, although in many instances the claimants 

cannot demonstrate any specific exposure to one or more 

products, or any specific illness or physical disability. 

The vast majority of these claims are made simultaneously 

against many other non-Group entities which have been 

manufacturers, distributors, installers or users of products 

containing asbestos.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 166

Developments in 2012

About 4,000 new claims were filed against CertainTeed 

in 2012, compared to about 4,000 in 2011, 5,000 in 2010, 

4,000 in 2009, and 5,000 in 2008. Over the last five years 

the number of new claims has remained relatively stable.

Almost all of the claims against CertainTeed are settled out 

of court or dismissed. Approximately 9,000 of the pending 

claims were resolved in 2012, compared to 8,000 in 2011, 

13,000 in 2010, and 8,000 in 2009 and in 2008. In addition, 

approximately 4,000 claims (mainly in Texas) were 

designated as inactive as they did not meet required 

minimum medical impairment criteria and were on the 

court’s “inactive docket.” Taking into account the 52,000 

outstanding claims at the end of 2011 and the new claims 

having arisen during the year, as well as claims resolved 

or designated as inactive, some 43,000 claims were 

outstanding at December 31, 2012. A large number 

of these pending claims were filed more than five years ago 

by individuals without any significant asbestos-related 

impairment, and it is likely that many of these claims 

ultimately will be dismissed.

Impact on the Group’s accounts

The Group recorded a €90 million charge in 2012 to cover 

future developments in relation to claims. This amount 

is identical to the amount recorded in 2011, lower 

than the €97 million recorded in 2010, and higher 

than the €75 million recorded in 2009 and 2008. 

At December 31, 2012, the Group reserve for asbestosrelated claims against CertainTeed in the United States 

amount to €417 million ($550 million), compared 

with €389 million ($504 million) at December 31, 2011, 

€375 million, ($501 million) at December 31, 2010, 

€347 million, ($500 million) at December 31, 2009, 

and €361 million ($502 million) at December 31, 2008.

Cash flow impact

Compensation paid in respect of these claims against 

CertainTeed, including claims settled prior to 2012 but only 

paid out in 2012, and those fully resolved and paid in 2012, 

and compensation paid (net of insurance) in 2012 by other 

Group businesses in connection with asbestos-related 

litigation, amounted to €52 million ($67 million), compared 

to €59 million ($82 million) in 2011, €78 million 

($103 million) in 2010, €55 million ($77 million) in 2009, 

and €48 million ($71 million) in 2008.

In Brazil, former Group employees suffering from asbestosrelated occupational illness are offered either exclusively 

financial compensation or lifetime medical assistance 

combined with financial compensation. Only a small number 

of asbestos-related lawsuits brought by former employees 

(or persons claiming through them) were outstanding 

at December 31, 2012, and they do not currently represent 

a material risk for the companies concerned.

Ruling by the European Commission following 

the investigation into the automotive glass industries

In the November 12, 2008 decision concerning 

its investigation into automotive glass manufacturers, 

the European Commission held that actions carried out 

between 1998 and 2003 by Saint-Gobain Glass France, 

Saint-Gobain Sekurit France and Saint-Gobain Sekurit 

Deutschland GmbH had violated Article 81 of the Treaty 

of Rome and fined them €896 million. Compagnie 

de Saint-Gobain was held jointly and severally liable 

for the payment of this amount.

The companies concerned believe the fine is excessive 

and disproportionate, and have appealed the decision before 

the General Court of the European Union.

The European Commission has granted them a stay 

of payment until the appeal has been heard, in exchange 

for a bond covering the €896 million fine and the related 

interest, calculated at the rate of 5.25% from March 9, 2009. 

The necessary steps were taken to set up this bond within 

the required timeframe.

The appeal was heard by the General Court of the European 

Union in Luxembourg on December 11, 2012 and the Court’s 

ruling is due within six to 12 months.

The provision set aside to cover the fine, the late interest, 

the cost of the above bond and the related legal costs 

amounted to €1,098 million at December 31, 2012.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 167

NOTE 29 Related-party transactions

Balances and transactions with associates

(in EUR millions) 2012 2011

Assets

Financial receivables 1 1 

Inventories 0 0 

Short-term receivables 3 10 

Cash and cash equivalents 0 0 

Provisions for impairment in value 0 0 

Liabilities

Short-term debt 2 3 

Cash advances 0 0 

Expenses

Purchases 5 11 

Income

Sales 35 32 

Revenue from transactions with proportionately 

consolidated companies

Transactions with proportionately consolidated companies 

are treated as transactions with external parties 

and the Group’s share of revenue arising from such 

transactions is not eliminated on consolidation. In 2012, 

these revenues amounted to €23 million (2011: €16 million).

Transactions with key shareholders

Some Group subsidiaries, particularly in the Building 

Distribution Sector, carry out transactions with subsidiaries 

of the Wendel group. All of these transactions 

are on an arm’s length basis.

NOTE 30 Joint ventures

The amounts recorded in the balance sheet and income 

statement corresponding to the Group’s interest 

in its proportionately consolidated companies are as follows:

(in EUR millions) 2012 2011

Assets

Non-current assets 277 380 

Current assets 134 173 

Liabilities

Non-current liabilities 1 51 

Current liabilities 90 107 

Expenses

Operating expenses 258 273 

Income

Sales 293 320 

NOTE 31 Management compensation

Direct and indirect compensation and benefits paid 

to members of the Board of Directors and the Group’s senior 

management were as follows in 2012:

(in EUR millions) 2011 2011

Attendance fees 0.8 0.8

Direct and indirect compensation (gross):

- fixed portion 8.0 7.9

- variable portion 4.6 4.7

Estimated compensation cost - pensions 

and other employee benefits (IAS 19) 2.2 2.0

Expense relating to stock options* 1.3 1.4

Termination benefits 0.0 1.3

Total 16.9 18.1

(*) Including the impact of adjusting costs recorded in prior years due 

to performance targets being only partly met.

Employers’ social security contributions relating 

to the above compensation represented 

an estimated €4.2 million.

Pension obligations for the Group’s directors and corporate 

officers totaled €41.8 million.

NOTE 32 Employees

(Average number of employees) 2011 2011

Fully consolidated companies

Managers 26,719 25,452

Administrative employees 80,662 76,904

Other employees 85,448 85,999

Total 192,829 188,355

Proportionately 

consolidated companies (*)

Managers 118 119

Administrative employees 531 657

Other employees 969 910

Sub-total 1,618 1,686

Total 194,447 190,041

(*) Proportion of headcount allocated to the Group.

At December 31, 2012, the total number of Group 

employees – including in proportionately consolidated 

companies – was 191,113 (December 31, 2011: 192,933).

2012

2012

2012

2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 168

2012 Innovative Materials Construction Products Building Packaging Other* Total

Flat High Intra- Total Interior Exterior Intra- Total DistriGlass Perfor- segment Solutions Solutions segment bution

mance elimi- elimi-

(in EUR millions) Materials nations nations

External sales 5,079 4,264 9,343 5,260 5,558 10,818 19,229 3,792 16 43,198 

Internal sales 51 112 (21) 142 587 357 (53) 891 4 0 (1,037) 0 

Net sales 5,130 4,376 (21) 9,485 5,847 5,915 (53) 11,709 19,233 3,792 (1,021) 43,198 

Operating income/(loss) 104 622 726 484 490 974 761 414 6 2,881 

Business income/(loss) (274) 535 261 408 386 794 613 387 (71) 1,984 

Share in net income/(loss) 

of associates 0 1 1 7 0 7 1 2 1 12 

Depreciation and amortization 333 167 500 321 186 507 274 243 26 1,550 

Impairment of assets 301 25 326 44 9 53 53 6 0 438 

Capital expenditure 461 236 697 343 198 541 243 282 28 1,791 

Cash flow from operations 730 641 555 506 359 2,791 

EBITDA 437 789 1,226 805 676 1,481 1,035 657 32 4,431 

Goodwill, net 1,597 5,844 3,435 60 0 10,936 

Non-amortizable brands 0 856 1,950 0 0 2,806 

Total segment assets and liabilities** 7,577 12,388 8,495 1,921 163 30,544 

(*) “Other” corresponds to a) the elimination of intragroup transactions for internal sales and b) holding company transactions for the other captions.

(**) Segment assets and liabilities include net property, plant and equipment, working capital, goodwill and net other intangible assets, after deducting deferred 

taxes on brands and land.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 33 Segment information

Segment information by Sector and Activity

Segment information is presented as follows:

l Innovative Materials (IM) Sector :

– Flat glass ;

– High-Performance Materials (HPM).

l Construction Products (CP) Sector :

– Interior Solutions: Insulation and Gypsum;

– Exterior Solutions: Industrial Mortars, Pipe 

and Exterior Fittings.

l Building Distribution Sector.

l Packaging Sector.

Management uses several different internal indicators 

to measure operational performance and to make resource 

allocation decisions. These indicators are based on the data 

used to prepare the consolidated financial statements and 

meet financial reporting requirements. Intragroup (“internal”) 

sales are generally carried out on the same terms as sales 

to external customers and are eliminated in consolidation. 

The accounting policies used are the same as those applied 

for consolidated financial reporting purposes, as described 

in Note 1. The column “Other” corresponds solely to holding 

companies and certain corporate support functions (tax, cash 

management, purchasing, etc.)
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 169

2011 Innovative Materials Construction Products Building Packaging Other* Total

Flat High Intra- Total Interior Exterior Intra- Total DistriGlass Perfor- segment Solutions Solutions segment bution

mance elimi- elimi-

(in EUR millions) Materials nations nations

External sales 5,419 4,047 9,466 4,933 5,595 10,528 18,487 3,628 7 42,116 

Internal sales 41 116 (27) 130 578 372 (52) 898 5 (1,033) 0 

Net sales 5,460 4,163 (27) 9,596 5,511 5,967 (52) 11,426 18,492 3,628 (1,026) 42,116 

Operating income/(loss) 478 652 1,130 450 636 1,086 768 448 9 3,441 

Business income/(loss) 340 588 928 211 541 752 598 437 (69) 2,646 

Share in net income/(loss) 

of associates 0 1 1 6 6 0 1 8 

Depreciation and amortization 315 160 475 319 185 504 273 237 22 1,511 

Impairment of assets 35 29 64 214 17 231 85 3 383 

Capital expenditure 684 198 882 332 227 559 219 268 26 1,954 

Cash flow from operations 1,102 888 566 512 353 3,421 

EBITDA 793 812 1,605 769 821 1,590 1,041 685 31 4,952 

Goodwill, net 1,551 5,828 3,408 254 11,041 

Non-amortizable brands 0 847 1,931 2,778 

Total segment assets and liabilities** 7,786 12,637 8,311 2,255 196 31,185 

(*) “Other” corresponds to a) the elimination of intragroup transactions for internal sales and b) holding company transactions for the other captions.

(**) Segment assets and liabilities include net property, plant and equipment, working capital, goodwill and net other intangible assets, after deducting deferred 

taxes on brands and land.

Information by geographic area

France Other Western North Emerging Internal Total

European America countries sales

(in EUR millions) countries and Asia

2012

Net sales 12,044 18,014 6,179 8,709 (1,748) 43,198

Total segment assets 

and liabilities 6,993 12,453 4,419 6,679 30,544

Capital expenditure 311 438 314 728 1,791

France Other Western North Emerging Internal Total

European America countries sales

(in EUR millions) countries and Asia

2011

Net sales 11,802 18,049 5,505 8,643 (1,883) 42,116

Total segment assets 

and liabilities 7,027 12,726 4,713 6,719 31,185

Capital expenditure 327 548 295 784 1,954

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 170

NOTE 34 Principal fully consolidated companies

The table below shows the Group’s principal consolidated companies, typically those with annual sales of over €100 million.

Principal fully consolidated % interest

companies at December 31, 2012 (held directly and indirectly)

INNOVATIVE MATERIALS SECTOR

Flat glass

Saint-Gobain Glass France France 100.00%

Saint-Gobain Sekurit France France 100.00%

Saint-Gobain Glass Logistics France 100.00%

Saint-Gobain Sekurit Deutschland GmbH & Co. Kg Germany 99.99%

Saint-Gobain Glass Deutschland GmbH Germany 99.99%

Saint-Gobain Deutsche Glas GmbH Germany 99.99%

Saint-Gobain Glass Benelux Belgium 99.97%

Saint-Gobain Sekurit Benelux SA Belgium 99.99%

Saint-Gobain Autover Distribution SA Belgium 99.99%

Cebrace Cristal Plano Ltda Brazil 50.00%

Saint-Gobain Do Brasil Ltda Brazil 100.00%

Hankuk Glass Industries, Inc. South Korea 81.07%

Hankuk Sekurit Limited South Korea 90.43%

Saint-Gobain Cristaleria S.L. Spain 99.83%

Saint-Gobain Glass India Ltd India 98.71%

Saint-Gobain Glass Italia S.p.a Italy 100.00%

Saint-Gobain Sekurit Italia Italy 100.00%

Saint-Gobain Glass Mexico Mexico 99.83%

Koninklijke Saint-Gobain Glass Nederland Netherlands 100.00%

Saint-Gobain Glass Polska Sp Zoo Poland 99.99%

Saint-Gobain Sekurit Hanglas Polska Sp Zoo Poland 97.68%

Glassolutions Saint-Gobain Ltd (Solaglas) United Kingdom 99.99%

Saint-Gobain Glass UK Limited United Kingdom 99.99%

High performance materials

Saint-Gobain Abrasifs France 99.97%

Société Européenne des Produits Réfractaires France 100.00%

Saint-Gobain Abrasives GmbH Germany 100.00%

Saint-Gobain Do Brasil Ltda Brazil 100.00%

Saint-Gobain Abrasives Canada, Inc. Canada 100.00%

Saint-Gobain Abrasives, Inc. United States 100.00%

Saint-Gobain Ceramics & Plastics, Inc. United States 100.00%

Saint-Gobain Performance Plastics Corporation United States 100.00%

Saint-Gobain Solar Gard, LLC United States 100.00%

Saint-Gobain Abrasivi S.p.a Italy 99.97%

SEPR Italia S.p.a Italy 100.00%

Saint-Gobain Abrasives BV Netherlands 100.00%

Saint-Gobain Abrasives Ltd United Kingdom 99.99%

Saint-Gobain Adfors CZ S.R.O. Czech Republic 100.00%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 171

Principal fully consolidated % interest

companies at December 31, 2012 (held directly and indirectly)

CONSTRUCTION PRODUCTS SECTOR

Interior solutions

Placoplatre SA France 99.75%

Saint-Gobain Isover France 100.00%

Saint-Gobain Rigips GmbH Germany 100.00%

Saint-Gobain Isover G+H AG Germany 99.91%

Saint-Gobain Construction Products Belgium Belgium 100.00%

Saint-Gobain Construction Products South Africa Ltd South Africa 100.00%

CertainTeed Gypsum Canada, Inc. Canada 100.00%

Saint-Gobain Placo Iberica Spain 99.83%

CertainTeed Corporation United States 100.00%

CertainTeed Gypsum & Ceillings USA, Inc. United States 100.00%

Gypsum Industries Ltd Ireland 100.00%

Saint-Gobain PPC Italia S.p.a Italy 100.00%

Mag-Isover K.K. Japan 99.95%

BPB United Kingdom Ltd United Kingdom 100.00%

BPB Plc United Kingdom 100.00%

Saint-Gobain Construction Product Russia Insulation Russia 100.00%

Saint-Gobain Isover AB Sweden 100.00%

Saint-Gobain Ecophon AB Sweden 100.00%

Thai Gypsum Products PLC Thailand 99.66%

Izocam Ticaret VE Sanayi A.S. Turkey 47.53%

Exterior solutions

Saint-Gobain Weber France 100.00%

Saint-Gobain PAM France 100.00%

Saint-Gobain Weber GmbH Germany 100.00%

Saint-Gobain PAM Deutschland GmbH Germany 100.00%

Saint-Gobain Do Brasil Ltda Brazil 100.00%

Saint-Gobain Canalizaçao Ltda Brazil 100.00%

Saint-Gobain (Xuzhou) Pipe Co., Ltd China 100.00%

Saint-Gobain Pipelines Co., Ltd China 100.00%

Saint-Gobain Weber Cemarksa SA Spain 99.83%

Saint-Gobain PAM España SA Spain 99.83%

CertainTeed Corporation United States 100.00%

Saint-Gobain PAM Italia S.p.a Italy 100.00%

Saint-Gobain PAM UK Ltd United Kingdom 99.99%

Saint-Gobain Byggprodukter AB Sweden 100.00%

Saint-Gobain Weber AG Switzerland 100.00%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 172

Principal fully consolidated % interest

companies at December 31, 2012 (held directly and indirectly)

BUILDING DISTRIBUTION SECTOR

Distribution Sanitaire Chauffage France 100.00%

Lapeyre France 100.00%

Point.P France 100.00%

Saint-Gobain Building Distribution Deutschland GmbH Germany 100.00%

Saint-Gobain Distribuiçao Brasil Ltda Brazil 100.00%

Saint-Gobain Distribution Denmark Denmark 100.00%

Saint-Gobain Distribución Construcción, S.L. Spain 99.83%

Norandex Building Material Distribution, Inc. United States 100.00%

Optimera As Norway 100.00%

Saint-Gobain Distribution The Netherlands B.V. Netherlands 100.00%

Saint-Gobain Dystrybucja Budowlana Sp Zoo Poland 99.99%

Saint-Gobain Building Distribution Ltd United Kingdom 99.99%

Saint-Gobain Building Distribution CZ, Spol S.R.O. Czech Republic 100.00%

Saint-Gobain Distribution Nordic Ab Sweden 100.00%

Sanitas Troesch Ag Switzerland 100.00%

PACKAGING SECTOR

Saint-Gobain Emballage France 100.00%

Saint-Gobain Oberland Aktiengesellschaft Germany 96.67%

Saint-Gobain Vidros SA Brazil 100.00%

Saint-Gobain Vicasa SA Spain 99.75%

Saint-Gobain Containers, Inc. United States 100.00%

Saint-Gobain Vetri S.p.a Italy 99.99%

NOTE 35 Subsequent events

On January 14, 2013, Saint-Gobain entered into exclusive negotiations with the Ardagh Group concerning the latter’s offer 

to acquire Verallia North America. The binding and irrevocable offer is not conditional upon financing being arranged.

On January 17, 2013, after consulting the Works Council which expressed its support for the plan, the Group accepted 

Ardagh’s offer to acquire Verallia North America.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 173

STATUTORY AUDITORS’ REPORT

ON THE CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2012

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, 

for the year ended December 31, 2012, on:

l the audit of the accompanying consolidated financial statements of Compagnie de Saint-Gobain;

l the justification of our assessments;

l the specific verification required by law.

These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion 

on these consolidated financial statements based on our audit.

I - Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan 

and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free 

of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, 

to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes 

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, 

as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence 

we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial 

position of the Group at December 31, 2012 and of the results of its operations for the year then ended in accordance 

with International Financial Reporting Standards as adopted by the European Union.

II - Justification of our assessments

In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating 

to the justification of our assessments, we bring to your attention the following matters:

l Measurement of property, plant and equipment and intangible assets

The Group regularly carries out impairment tests on its property, plant and equipment, goodwill and other intangible assets, 

and also assesses whether there is any indication of impairment of property, plant and equipment and amortizable intangible 

assets, based on the methods described in Note 1 to the consolidated financial statements (Impairment of property, plant 

and equipment, intangible assets and goodwill). We examined the methods applied in implementing these tests 

and the estimates and assumptions used, and we verified that the information disclosed in Note 1 to the consolidated 

financial statements is appropriate.

statutory auditor’s report on the consolidated financial statements

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely 

for the convenience of English speaking users. The Statutory Auditors’ report includes information specifically required 

by French law in such reports, whether modified or not. This information is presented below the opinion on the financial 

statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant accounting 

and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial 

statements taken as a whole and not to provide separate assurance on individual account balances, transactions, 

or disclosures. 

This report also includes information relating to the specific verification of information given in the management report 

and in the documents addressed to shareholders. 

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing 

standards applicable in France.
Consolidated Financial Statements

SAINT-GOBAIN Registration document 2012 • 174

l Employee benefits

The methods applied for assessing employee benefits are set out in Note 1 to the consolidated financial statements 

(Employee benefits – defined benefit plans). These benefit obligations were reviewed by independent actuaries. Our work 

consisted of assessing the data and assumptions used, examining, on a test basis, the calculations performed and verifying 

that the information disclosed in Notes 1 and 15 to the consolidated financial statements is appropriate.

l Provisions 

As specified in Note 1 to the consolidated financial statements (Other current and non-current liabilities and provisions), 

the Group books provisions to cover risks. The nature of the provisions recorded under “Other current and non-current 

liabilities and provisions” are described in Note 17 to the consolidated financial statements. Based on the information 

available at the time of our audit, we ensured that the methods and data used to determine provisions, particularly relating 

to the European Commission’s decision concerning the automotive glass industry, as well as the disclosures regarding said 

provisions provided in the notes to the consolidated financial statements, are appropriate.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore 

contributed to the opinion we formed which is expressed in the first part of this report.

III - Specific verification

As required by law, we have also verified in accordance with professional standards applicable in France the information 

presented in the Group’s management report. 

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Neuilly-sur-Seine and Paris La Défense, February 20, 2013

The Statutory Auditors

PricewaterhouseCoopers Audit KPMG Audit

Department of KPMG S.A.

Pierre Coll Jean-Christophe Georghiou Jean-Paul Vellutini Philippe Grandclerc

statutory auditor’s report on the consolidated financial statements
financial statements

financial

statements

of compagnie de saint-gobain 

(parent company)

176 • Income Statement

178 • Balance sheet

180 • Statement of Cash Flows

181 • Notes to the parent company financial statements

181 • NOTE 1 Accounting principles and methods 

182 • NOTE 2 Operating income

182 • NOTE 3 Net financial income 

182 • NOTE 4 Exceptional income and expense 

183 • NOTE 5 Income taxes 

183 • NOTE 6 Intangible assets

183 • NOTE 7 Property and equipment

183 • NOTE 8 Financial investments

185 • NOTE 9 Current assets

186 • NOTE 10 Shareholders’ equity

190 • NOTE 11 Other equity

191 • NOTE 12 Provisions

192 • NOTE 13 Debt and payables

194 • NOTE 14 Related party transactions 

195 • NOTE 15 Investment portfolio

196 • NOTE 16 Information about subsidiaries 

and affiliates

197 • NOTE 17 Off-balance sheet commitments

198 •NOTE 18 Fees paid to the Statutory Auditors

198 •NOTE 19 Employees

199 • NOTE 20 Litigation

201 • NOTE 21 Subsequent events

202 • Statutory Auditors’ report on the financial statements

204 • Management Report

205 • Five-year financial summary

SAINT-GOBAIN Registration document 2012 • 175
financial statements

SAINT-GOBAIN Registration document 2012 • 176

Income statement

Income Statement 

(in EUR thousands) 2011 2011

Operating revenue

Royalties and license fees 98,756 107,351 

Other services 76,919 68,951 

Net revenue 175,675 176,302

Write-backs of depreciation, amortization, impairment and provisions 46,666 9,032 

Expense transfers 1,840 11,748

Other operating income 556 200 

TOTAL I 224,737 197,282

Operating expenses

Other purchases and external charges (146,494) (108,417)

Taxes other than on income (6,023) (6,873)

Wages and salaries (42,248) (43,413)

Payroll taxes (24,756) (18,973)

Depreciation, amortization, impairment and provisions (44,809) (12,075)

Other operating expenses (2,267) (2,635)

TOTAL II (266,597) (192,386)

Operating income (Note 2) (41,860) 4,896

Share in profits/(losses) of joint ventures

Profits TOTAL III

Losses TOTAL IV

Financial income

Income from investments in subsidiaries and affiliates 565,822 825,143 

Income from loans and other investments 642,346 628,290 

Income from other non-current investment securities 11 9 

Other interest income 26,529 47,039 

Write-backs of impairment and provisions, expense transfers 66,913 5,054 

Foreign exchange gains 45,210 5,818 

Net income from sales of marketable securities 7,754 6,467 

TOTAL V 1,354,585 1,517,820

Financial expense

Amortization, impairment and provisions (54,574) (40,462)

Interest expense (556,666) (554,417)

Foreign exchange losses (41,023) (3)

Net losses on sales of marketable securities

TOTAL VI (652,263) (594,882)

Net financial income (Note 3) 702,322 922,938 

Income before tax and exceptional items 660,462 927,834 

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 177

income statement

(in EUR thousands) 2011 2011

Exceptional income

On revenue transactions 2,221 16,435 

On capital transactions 30,313 19,808

Write-backs of depreciation, amortization, impairment and provisions 4,986 25,063

TOTAL VII 37,520 61,306

Exceptional expense

On revenue transactions (8,585) (7,788)

On capital transactions (40,091) (32,596)

Depreciation, amortization, impairment and provisions (23,236) (8,758)

TOTAL VIII (71,912) (49,142)

Net exceptional (expense)/income (Note 4) (34,392) 12,164 

Income taxes (Note 5) TOTAL IX 135,663 145,386 

Total income 1,616,842 1,776,408 

Total expenses (855,109) (691,024)

Net income 761,733 1,085,384

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 178

balance sheet at december 31

Balance sheet at december 31

ASSETS 2011 2011

Gross Amortissements Net

 

(in EUR thousands) and impairment and impairment

Non-current assets

Intangible assets (Note 6)

Goodwill (1) – –

Other intangible assets 47,291 (34,057) 13,234 3,290 

Intangible assets in progress 1,529 1,529 11,158 

Property and equipment (Note 7)

Land 14,538 14,538 14,538 

Buildings 17,232 (4,113) 13,119 13,975 

Other 11,636 (7,180) 4,456 3,615 

Assets under construction 2,562 2,562 1,382 

Financial investments (2) (Note 8)

Investments in subsidiaries and affiliates 12,808,154 (631) 12,807,523 12,368,857 

Loans and advances to subsidiaries and affiliates 13,079,308 13,079,308 12,091,057 

Other investment securities 54,003 (9,328) 44,675 307,638 

Other loans 1,003,182 1,003,182 530,024 

Other financial investments 588 588 486 

TOTAL I 27,040,023 (55,309) 26,984,714 25,346,020

Current assets (Note 9)

Other receivables (3) 1,082,771 1,082,771 2,462,079 

Marketable securities 2,637,917 (21,869) 2,616,048 985,330 

Cash and cash equivalents 658,605 658,605 701,409 

Accruals

Prepayments (3) 3,928 3,928 3,006 

TOTAL II 4,383,221 (21,869) 4,361,352 4,151,824

Deferred charges TOTAL III 130,758 – 130,758 135,622

Translation losses TOTAL IV – – – –

TOTAL ASSETS 31,554,002 (77,178) 31,476,824 29,633,466

(1) including leasehold rights – –

(2) of which due within one year 4,203,707 2,260,883

(3) of which due beyond one year 7 194

2012

Gross Depreciation, Net

amortization

and impairment
financial statements

SAINT-GOBAIN Registration document 2012 • 179

balance sheet at december 31

SHAREHOLDERS’ EQUITY AND LIABILITIES 2011 2011

(in EUR thousands)

Shareholders’ equity (Note 10)

Capital stock 2,124,503 2,142,255

Additional paid-in capital 5,486,575 5,705,911

Revaluation reserve 55,532 55,532

Other reserves:

- Legal reserve (a) 212,450 214,225

- Untaxed reserves 2,617,758 2,617,758

- Other reserves 301,428 301,428

Unappropriated retained earnings 3,930,282 3,491,199

Net income for the year 761,733 1,085,384

Untaxed provisions (Note 12) 15,817 13,605

TOTAL I 15,506,078 15,627,297 

Other equity (note 11)

Non-voting participating securities TOTAL I bis 170,035 170,035 

Provisions (Note 12)

Provisions for contingencies 90,759 85,846

Provisions for charges 91,317 80,956

TOTAL II 182,076 166,802 

Liabilities (1) (note 13)

Bonds 10,026,402 8,677,922

Bank borrowings (2) 176,872 221,084

Other borrowings 5,273,103 4,668,324

Tax and social charges payable 94,493 52,772

Other payables 40,716 38,815

Accruals

Deferred income 7,049 10,415

TOTAL III 15,618,635 13,669,332 

Translation gains TOTAL IV

TOTAL SHAREHOLDERS’EQUITY AND LIABILITIES 31,476,824 29,633,466 

(a) of which long-term capital gains reserves 14,225 14,225 

(1) of which due beyond one year 9,119,081 8,325,893 

of which due within one year 6,499,554 5,343,439

(2) of which short-term bank loans and overdrafts 21,091 59,519 

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 180

statement of cash flows

STATEMENT of CASH FLOWs

(in EUR thousands) 2011 2011

Net income 761,733 1,085 384

Depreciation and amortization 29,922 23,597

Changes in provisions (25,868) (1,778)

Gains and losses on disposals of assets, net 9,202 1,845

Net cash from operations 774,989 1,109,048

(Increase) decrease in other receivables 1,379,309 (174,345)

(Increase) decrease in deferred charges and prepaid expenses (22,147) (8,685)

Increase (decrease) in taxes and social charges payable 41,721 272

Increase (decrease) in other payables (1,465) 19,020

Net change in working capital 1,397,418 (163,738)

Net cash from/(used in) operating activities 2,172,407 945,310

Acquisition of intangible assets (2,523) (7,151)

Acquisition of property and equipment (2,792) (1,800)

Proceeds from disposals of property and equipment and intangible assets

Acquisition of investments in subsidiaries and affiliates and other investment securities (438,666)

Acquisition of treasury stock (196,569) (198,646)

Proceeds from disposals of investments in subsidiaries 

and affiliates and other investment securities 30,313 19,808

(Increase) decrease in loans and advances to subsidiaries and affiliates (988,251) (879,287)

(Increase) decrease in long-term loans (473,158) 116,897

(Increase) decrease in other financial investments (101) (54)

Net cash used in investing activities (2,071,747) (950,233)

Issues of capital stock 126,567 158,083

Dividends paid (646,300) (603,165)

Increase (decrease) in provisions for contingencies and charges 4,945 2,419

Increase (decrease) in short- and long-term debt 1,342,705 687,194

Increase (decrease) in bank overdrafts and other short-term debt 566,344 (82,876)

Decrease (increase) in marketable securities (1,537,725) 175,182

Increase (decrease) in translation adjustments –

Net cash from financing activities (143,464) 336,837 

Increase (decrease) in cash and cash equivalents (42,804) 331,914

Cash and cash equivalents at beginning of year 701,409 369,495

Cash and cash equivalents at end of year 658,605 701,409

Analysis of cash and cash equivalents at December 31

Cash at bank 658,605 701,409

Cash on hand 0 0

Total 658,605 701,409

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 181

Notes

to the Parent Company

Financial Statements

The financial statements cover the twelve-month period 

from January 1 to December 31, 2012.

The following notes form an integral part of the financial 

statements.

These financial statements were approved by the Board 

of Directors on February 20, 2013.

NOTE 1 Accounting principles and methods

The financial statements of Compagnie de Saint-Gobain have 

been drawn up in accordance with the French Chart 

of Accounts, French law and accounting principles generally 

accepted in France.

They include the accounts of the Company’s German branch.

Intangible assets

Purchased goodwill that is not legally protected is amortized 

over 25 years. Other intangible assets consist of computer 

software. They are measured at cost and amortized over 

a period of three, five or ten years.

Property and equipment

Property and equipment are stated at cost (purchase price 

plus incidental expenses), except for assets acquired prior 

to December 31, 1976 which have been revalued.

They are depreciated over their estimated useful lives using 

the straight-line or declining-balance method. The most 

commonly used useful lives are as follows:

l Buildings 40 to 50 years Straight-line

l Improvements and additions 12 years Straight-line

l Fixtures and fittings 5 to 12 years Straight-line

l Office furniture 10 years Straight-line

l Office equipment 5 years Straight-line

l Vehicles 4 years Straight-line

l Computer equipment 3 years Straight-line 

or decliningbalance

Investments in subsidiaries and affiliates, other 

investment securities and other financial investments

On initial recognition, investments in subsidiaries 

and affiliates are stated at cost excluding any incidental 

expenses. They are subsequently measured at the lower 

of cost and fair value. Fair value is estimated at each balance 

sheet date based on the Company’s equity in the underlying 

net assets and the proportion of consolidated net assets 

represented by the investment. Specific impairment tests 

may be performed on a case-by-case basis to determine 

the net present value of future cash flows, excluding interest 

expense but after tax, based on business plans or long-term 

budget projections.

When the fair value of the investments falls below their cost 

(net book value), a provision is set aside for impairment. 

No unrealized capital gain is recorded if fair value exceeds 

cost, and unrealized capital gains and losses are not offset.

Compagnie de Saint-Gobain shares held by the Company 

at year-end for allocation upon exercise of stock options 

are recorded in the balance sheet under “Other investment 

securities”. They are carried at the lower of cost, market 

price or the option exercise price when it is probable 

that the options will be exercised.

Receivables

Receivables are stated at the lower of their nominal value 

and recoverable amount.

Marketable securities

Marketable securities mainly include units in money-market 

funds (SICAV) and are stated at the lower of cost and market. 

This item also includes Compagnie de Saint-Gobain shares 

held by the Company that are not classified as “Other 

investment securities”.

Foreign currency transactions

Income and expenses in foreign currencies are recorded 

at the exchange rate prevailing on the transaction date. 

Receivables, payables and bank balances in foreign 

currencies are converted at the year-end exchange rate, 

along with the related hedging instruments, 

and the differences arising on translation are recorded 

in the balance sheet under “Translation gains” 

or “Translation losses”. Provisions are booked 

for any translation losses that are not hedged. 

Risk management/Financial instruments

Liquidity risk is managed with the main objective 

of ensuring that the Group’s existing facilities are rolled over 

at maturity, while at the same time optimizing annual 

borrowing costs. For this reason, long-term debt consistently 

represents a significant proportion of total debt, while 

repayment profiles are designed to ensure that new debt 

issues are spread over several years.

Currency, interest rate, and commodity (energy and raw 

materials) price risks resulting from the Group’s international 

activities are hedged by Compagnie de Saint-Gobain, mainly 

on behalf of subsidiaries. 

Currency risks are hedged mainly by forward purchase 

and sale contracts and currency options. The hedged 

receivables and payables are recorded in the balance sheet 

at the hedging rate.

The portion of the gain or loss on currency options 

qualifying for hedge accounting that represents the extrinsic 

(time) value is taken to income, and the portion that 

notes to the parent company financial statements
financial statements

SAINT-GOBAIN Registration document 2012 • 182

notes to the parent company financial statements

represents the intrinsic value is recorded in the balance 

sheet. Unrealized losses on currency options that do not 

qualify for hedge accounting are recognized in the income 

statement, whereas unrealized gains are not recognized.

The Company uses interest rate swaps and cross-currency 

swaps to hedge its exposure to fluctuations in interest rates.

Financial income and expenses on interest rate swaps 

and cross-currency swaps are recognized in the income 

statement on a symmetrical basis with the income 

and expenses on the hedged items.

The portion of the gain or loss on interest rate options 

qualifying for hedge accounting that represents the extrinsic 

(time) value is taken to income, and the portion 

that represents the intrinsic value is recorded in the balance 

sheet. Interest rate options that do not qualify for hedge 

accounting are recognized in the income statement 

at market value.

Subsidiaries’ commodity price risks (energy and raw 

materials) are hedged by the Company, mainly by using 

swaps. Financial income and expenses on these swaps are 

recognized in the income statement on a symmetrical basis 

with the income and expenses on the hedged items.

Tax consolidation agreements

Compagnie de Saint-Gobain was previously assessed 

for income tax on its worldwide taxable income as provided 

for under Article 209 quinquies of the French Tax Code. 

The last period covered by the agreement was 2004-2006. 

The Company chose not to renew the agreement 

for the accounting period starting January 1, 2007.

A provision is recorded in the Company’s accounts 

for the taxes that may be payable in future periods 

following the return to profit of members of the tax group 

whose tax losses have been used by the Company. 

Movements in this provision are recorded under 

exceptional items.

Since January 1, 2007, the Company has applied the group 

relief regime provided for in Articles 223 A et seq.

of the French Tax Code.

Under the group relief agreements between Compagnie 

de Saint-Gobain and the subsidiaries, the subsidiaries record 

in their accounts the income tax expense or benefit 

that would have been incurred or received if they had been 

taxed on a stand-alone basis. Subsidiaries with taxable 

income transfer to Compagnie de Saint-Gobain the amount 

that would have been paid to the tax administration. When 

a loss-making subsidiary leaves the tax group, Compagnie 

de Saint-Gobain is not required to make any cash payment 

to them to cover the tax benefits obtained by utilizing their 

tax losses.

NOTE 2 Operating income

The Company ended 2012 with an operating loss 

of €41.9 million as opposed to operating income 

of €4.9 million the previous year. The €46.8 million 

unfavorable swing was mainly due to (i) the increase 

in actuarial differences on pension and other postemployment benefit obligations that resulted 

from a reduction in the discount rate (to 3.25% from 4.75% 

in 2011) and (ii) a decline in fees received from subsidiaries. 

Actuarial differences are recorded as a deduction from 

equity in the Group’s consolidated financial statements.

NOTE 3 Net financial income

Net financial income declined by €220.7 million in 2012 

to €702.3 million from €923 million the previous year, 

reflecting:

l the €259.3 million impact of the decrease in dividends 

received from subsidiaries and the lower profit transferred 

to the Company from the German branch in 2012;

l a €7.5 million decline in income from loans and 

investments, net of interest expense;

l a €1.6 million decrease in net foreign exchange gains (after 

the impact of provisions).

Changes in amortization and impairment of financial assets 

represented net income of €12.3 million in 2012 versus 

a net expense of €35.4 million the previous year, 

corresponding to a positive net impact of €47.7 million. 

This was due to:

l net reversals of provisions for impairment of Compagnie 

de Saint-Gobain shares held by the Company, versus net 

charges in 2011, representing a €52.8 million favorable 

impact that was partly offset by losses recorded 

in exceptional expense (see note 4);

l a €5.1 million increase in amortization of debt issuance 

costs and syndicated loan arrangement fees.

NOTE 4 Exceptional income and expense

The Company reported net exceptional expense 

of €34.4 million in 2012, primarily comprising:

l a €23.7 million loss on the sale of Compagnie 

de Saint-Gobain shares to employees upon exercise of stock 

options. The loss was offset by the reversal of a provision 

for impairment in value of the shares recorded in financial 

income (see note 3);

l exceptional income of €14.5 million, corresponding 

to losses incurred on the exercise of stock options that were 

rebilled to other Group companies. The loss is billed 

to the company that employed the option-holder 

on the option grant date in order to be able to deduct 

the loss from the tax base;

l €22.5 million in losses arising from the allocation 

to the 2012 performance share plan of Compagnie 

de Saint-Gobain shares held by the Company, partly offset 

by a €6.6 million provision reversal recorded in financial 

income (see Note 3);

l accelerated capital allowances of €2.2 million 

(net of reversals) recorded during the year.
financial statements

SAINT-GOBAIN Registration document 2012 • 183

notes to the parent company financial statements

NOTE 5 Income taxes

The Company recorded a net tax benefit of €135.7 million 

in 2012, corresponding primarily to:

l French group relief of €168 million for 2012 (Compagnie 

de Saint-Gobain reported a tax loss of €49.6 million 

on a stand-alone basis).

l a net tax benefit of €7.2 billion for the German branch;

l income tax of €36 million paid in France in settlement 

of tax reassessments related to prior years, partly offset 

by the reversal of €2.9 million in provisions;

l income tax adjustments of €3.6 million paid in France.

The French tax group generated a tax loss in 2012, giving 

rise to a tax loss carryforward. At December 31, 2012, 

future tax savings corresponding to unused tax loss 

carryforwards and research tax credits amounted 

to €142 million.

The German branch also reported a tax loss under 

the Organschaft group relief regime in 2012. 

At December 31, 2012, future tax savings corresponding 

to the branch’s unused tax loss carryforwards amounted 

to €39.3 million.

No deferred tax assets have been recorded in the financial 

statements for these future tax savings.

NOTE 6 Intangible assets

Intangible assets Amortization

Gross at Additions Disposals Gross at Accumu- Increases Decreases AccumuJanuary 1, Dec. 31, lated at lated at

2012 2012 January 1, Dec. 31,

(in EUR thousands) 2012 2012

Purchased goodwill 567 – – 567 567 – – 567

Other intangible assets 35,692 12,151 (1,119) 46,724 32,402 2,207 (1,119) 33,490

Greenhouse gas emissions allowances – – – – – – – –

Intangible assets in progress 11,158 729 (10,358) 1,529 – – – –

47,417 12,880 (11,477) 48,820 32,969 2,207 (1,119) 34,057

The negative amount shown on the “Intangible assets in progress” line under “Disposals” corresponds to the value of assets 

put into service during the year and reclassified to another intangible assets account.

NOTE 7 Property and equipment

Property and equipment Depreciation

Gross at Additions Disposals Gross at Accumu- Additions Disposals AccumuJanuary 1, Dec. 31, lated at lated at

2012 2012 January 1, Dec. 31,

(in EUR thousands) 2012 2012

Land 14,538 – – 14,538 – – – – 

Buildings 17,232 – – 17,232 3,257 856 – 4,113 

Other 10,319 1,612 (295) 11,636 6,704 771 (295) 7,180

Assets under construction 1,382 1,180 – 2,562 – – – –

Prepayments 0 – – 0 – – – – 

43,471 2,792 (295) 45,968 9,961 1,627 (295) 11,293 

NOTE 8 Financial investments 

Financial investments

Gross at Additions Disposals Gross at

January 1, December 31,

(in EUR thousands) 2012 2012

Investments in subsidiaries and affiliates 12,369,488 871,153 (432,487) 12,808,154 

Loans and advances to subsidiaries and affiliates 12,091,057 14,204,651 (13,216,400) 13,079,308

Other investment securities 377,245 166,785 (490,027) 54,003 

Other loans 530,024 4,946,759 (4,473,601) 1,003,182

Other financial investments 486 307 (205) 588

25,368,300 20,189,655 (18,612,720) 26,945,235
financial statements

SAINT-GOBAIN Registration document 2012 • 184

notes to the parent company financial statements

Changes in investments in subsidiaries and affiliates

(in EUR thousands) Additions Disposals

Purchase of shares in CertainTeed Gypsum & Ceilings USA, Inc. from Commatone Ltd. 432,014 –

Participation in a share issue by SPAFI 438,664 –

Contribution of CertainTeed Gypsum & Ceilings USA, Inc. shares to SPAFI – 432,014 

Vertec/SG Compensation merger 473 –

Purchase of SG Compensation shares from SPAFI 2 –

Vertec/SG Compensation merger – 473 

TOTAL 871,153 432,487 

Analysis of loans, receivables and other financial investments by maturity 

Total Due

(in EUR thousands) Within 1 year Beyond 1 year

Loans and advances to subsidiaries and affiliates 13,079,308 3,200,531 9,878,777 

Other loans 1,003,182 1,003,176 6 

Other financial investments 588 – 588 

TOTAL 14,083,078 4,203,707 9,879,371

Changes in other investment securities

(in EUR thousands) Additions Disposals

Compagnie de Saint-Gobain shares bought back for cancellation (see footnote 1 below) 166,785 –

Sales of Compagnie de Saint-Gobain shares – 39,515 

Compagnie de Saint-Gobain shares reclassified as marketable securities 85,080 

Cancellations of Compagnie de Saint-Gobain shares held by the Company – 365,432 

TOTAL 166,785 490,027

Changes in Compagnie de Saint-Gobain shares classified as financial investments

Number of shares Gross value Net

held (in EUR thousands) (in EUR thousands)

At December 31, 2010 4,487,136 200,026 144,918 

Shares purchased in 2011 4,500,000 198,646 198,646

Shares sold in 2011 (496,176) (21,644) (16,607)

Shares cancelled in 2011 – – –

Adjustments to provision for impairment in value – – (19,456)

At December 31, 2011 8,490,960 377,028 307,501

Shares purchased in 2012 (1) 5,040,000 166,786 166,786

Shares sold in 2012 (744,007) (39,515) (15,833)

Shares canceled in 2012 (9,540,000) (365,432) (365,432)

Shares reclassified as marketable securities in 2012 (1,836,151) (85,080) (61,306)

Adjustments to provision for impairment in value – – 12,840 

At December 31, 2012 1,410,802 53,787 44,556 

(1) In 2012, the Company bought back directly on the market 5,940,000 shares (versus 4,500,000 shares in 2011) with a par value of €4 each, for €196.6 million, 

of which €23.8 million corresponded to the aggregate par value of the shares. Of the total, 5,040,000 shares were classified as financial investments held 

for cancellation (included in the shares cancelled on May 31, 2012) and 900,000 were classified as marketable securities.

l The 1,410,802 shares shown in the table above are held 

in connection with 2009 stock options.

The number of shares sold under stock option plans totaled 

744,007 in 2012 compared with 496,176 in 2011.

The Company also holds: 

l 12,500 of its own shares in connection with a liquidity 

agreement (see Note 9 “Marketable securities”),

l 2,737,763 shares for employee share-based payment 

plans (see Note 9 “Marketable securities”), bringing 

the total number of own shares held to 4,161,065

at December 31, 2012.
financial statements

SAINT-GOBAIN Registration document 2012 • 185

notes to the parent company financial statements

Marketable securities

Marketable securities amounted to €2,616 million 

at December 31, 2012.

The total included €2,523 million worth of units in money 

market funds, representing the investment of funds held 

by the cash pool managed by the Company on behalf 

of the Group and the carrying amount of 2,737,763 shares 

held for employee share-based payment plans.

On November 16, 2007, the Company entered into a liquidity 

agreement with Exane BNP Paribas. This agreement complies 

with the Code of Ethics adopted by the Association Française 

des Entreprises d’Investissement (AFEI), which is recognized 

by the Autorité des Marchés Financiers (AMF). It came 

into effect on December 3, 2007 for an initial period ending 

on December 31, 2007, since when it has been automatically 

renewable for successive one-year periods.

The assets held by the Company under the liquidity 

agreement are reported under “Marketable securities”. 

At December 31, 2012, these assets comprised:

l €6.4 million worth of units in a euro-denominated money 

market fund, and

l 12,500 Compagnie de Saint-Gobain shares with a carrying 

value of €0.4 million.

During 2012, 2,702,027 shares were purchased under 

the contract (2011: 5,578,490 shares) and 3,096,476 shares 

were sold (2011: 5,440,041 shares).

Marketable securities are valued using the first in-first out 

(FIFO) method. 

Deferred charges

(in EUR thousands) 2011 2011

Bond issuance costs 115,829 116,292

Syndicated credit facility 

arrangement fees 14,925 19,274

Other debt issuance costs 4 56

Deferred charges 130,758 135,622

In 2012, new debt issuance costs recorded under “Deferred 

charges” totaled €27 million and amortization for the year 

amounted to €32 million. 

Refinancing transactions are presented in Note 13.

NOTE 9 Current assets

Maturities of receivables reported under “Current assets”

Total Due

(in EUR thousands) Within 1 year Beyond 1 year

Other receivables 1,082,771 1,082,764 7 

Prepayments 3,928 3,796 132 

TOTAL 1,086,699 1,086,560 139

Provision for doubtful receivables – – –

Analysis of “Other receivables” 

(in EUR thousands) 2011 2011

Current account advances to subsidiaries 1,011,730 2,380,971 

Accounts receivable – Group 43,875 29,194 

Income tax prepayments 12,872 34,539 

Mark-to-market adjustments to swaps and options (1) 6,155 3,057 

Accruals for goods and services delivered but not yet invoiced 3,794 3,629 

Accruals for income and credit notes receivable – Group 1,074 95 

Prepaid and recoverable taxes 929 7,250 

Dividends receivable 539 –

Prepayments to suppliers 183 985 

Recoverable withholding tax 179 113 

Other 1,441 2,246 

TOTAL 1,082,771 2,462,079

(1) Mark-to-market adjustments to swaps and options that represent debit entries are recorded as assets under “Other receivables” and those representing credit 

entries are recorded as liabilities under “Other payables”. 

2012

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 186

notes to the parent company financial statements

NOTE 10 Shareholders’ equity

10.1 Changes in capital stock

Par value 

at December 31, 2011: 4 euros Number Amount 

Par value of shares (EUR thousands)

at December 31, 2012: 4 euros

Capital stock at January 1, 2012 535,563,723 2,142,255 

Stock grants made 

to all employees 

on March 30, 2012 393,561 1,574 

Shares issued under 

the performance share plan 

on March 30, 2012 247,650 991 

Shares issued under 

the Group Savings Plan 

on May 15, 2012 4,387,680 17,551 

Shares cancelled 

on May 31, 2012 (9,540,000) (38,160)

Shares issued upon exercise 

of stock options 

on December 31, 2012 71,084 284 

Stock grants to all employees 

(December 31, 2012) 14 

Shares issued under 

the performance share plan 

on December 31, 2012 1,930 8 

Capital stock at December 31, 2012 531,125,642 2,124,503

At December 31, 2012, capital stock amounted 

to €2,124,503 thousand, represented by 531,125,642 shares

of common stock with a par value of €4 each.

10.2 Statement of changes in shareholders’ equity

(in EUR thousands) Amount

Shareholders’ equity at December 31, 2011 

before appropriation of 2011 net income 15,627,297 

Shares issued under the Group Savings Plan 

on May 15, 2012 124,727 

Share cancellations on May 31, 2012 (365,433) 

Payment in 2012 of the 2011 dividend (646,300) 

Shares issued upon exercise of stock options 

on December 31, 2012 1,840 

Other changes – adjustments 

to the revaluation reserve and untaxed provisions 2,214 

Net income for 2012 761,733 

Shareholders’ equity at December 31, 2012 

before appropriation of 2012 net income 15,506,078 

10.3 Main changes in shareholders’ equity

The main changes in capital stock and shareholders’ equity 

in 2012 were as follows:

l 641,211 new shares were issued in March 2012 under 

the 2009 stock grant plant for all employees and the 2009 

management performance share plan (see Note 10.5). 

The shares were paid up by transferring €2,822 thousand 

from the additional paid-in capital account to the capital 

stock account.

l 4,387,680 new shares were issued in May 2012 under 

the Group Savings Plan at a price of €28.59. The issue 

proceeds amounted to €125,444 thousand (€124,727 

thousand net after deducting the issue costs, net of tax, 

from the premium).

l 9,540,000 shares were cancelled on May 31, 2012,

reducing the capital by a gross and net amount 

of €365,432 thousand.

l 1,944 new shares were issued in December 2012,

representing advance deliveries of shares under the 2009 

stock grant plant for all employees and the 2009, 2010 

and 2011 management performance share plans. 

The shares were paid up by transferring €8 thousand 

from the additional paid-in capital account to the capital 

stock account.

l 71,084 shares were issued during the year at an average 

price of €25.89 upon exercise of stock options granted 

under the 2003 and 2008 plans. The gross and net issue 

proceeds amounted to €1,840 thousand and the issues were 

placed on record in December 2012.

These various transactions had the effect of reducing capital 

stock by €17,752 thousand, the legal reserve

by €1,775 thousand and additional paid-in capital

by €219,337 thousand.

Changes in unappropriated retained earnings during 

the year were as follows (in EUR thousands):

l At December 31, 2011

(before appropriation of 2011 net income): 3,491,199 

Appropriation of net income 

(3rd resolution of the AGM of June 7, 2012):

l Net income for the year 1,085,383

l Less: final dividend taking into account 

the actual number of own shares held –646,300

l At December 31, 2012 

(before appropriation of 2012 net income): 3,930,282

10.4 Stock option plans

Compagnie de Saint-Gobain has stock option plans available 

to certain employees.

The options are exercisable for Saint-Gobain shares 

at a price based on the average share price 

for the 20 trading days preceding the grant date. Since 

1999, no discounts on the average price have been granted 

under these plans. 
financial statements

SAINT-GOBAIN Registration document 2012 • 187

notes to the parent company financial statements

Since the November 2007 plan, all stock options are subject 

to a four-year vesting period. Under earlier plans, 

the vesting period was three years for non-residents 

and four years for residents. Options must be exercised 

within ten years of the date of grant. All rights to options 

are forfeited if the holder leaves the Group, unless expressly 

agreed otherwise by both the Chairman and Chief Executive 

Officer of Compagnie de Saint-Gobain and the Appointments 

Committee of the Board of Directors.

All options granted between 1999 and 2002 were 

exercisable for existing shares, while those granted between 

2003 and 2007 were exercisable for new shares. For plans 

set up between 2008 and 2011, the Board decided 

The following table presents changes in the number of outstanding options:

€4 Average

par value exercise price

shares (in EUR)

Options outstanding at December 31, 2010 28,748,648 41.27

Options granted 482,150 31.22

Options exercised (724,853) 33.84

Options forfeited (2,706,502) 38.97

Options outstanding at December 31, 2011 25,799,443 41.54

Options granted 253,000 27.71

Options exercised (815,091) 21.68

Options forfeited * (855,949) 30.13

Options outstanding at December 31, 2012 24,381,403 42.46

(*) Including 362,795 options under the 2002 plan which expired on November 20, 2012 and 493,154 options under the 2009 plan that were canceled due 

to the performance target being only partly met.

The following table presents information about stock options outstanding at December 31, 2012, after taking into account 

the fact that the performance targets for certain plans were only partly met. 

Grant Exercisable options Options not yet exercisable Total options Type 

date outstanding of options

Exercise Number Weighted Exercise Number Number

price of options average price of options of options

(in EUR) contractual life (in EUR)

 (in months)

2003 32.26 2,719,371 11 – – 2,719,371 Subscription

2004 39.39 3,955,094 23 – – 3,955,094 Subscription

2005 41.34 4,051,181 35 – – 4,051,181 Subscription

2006 52.52 4,306,454 47 – – 4,306,454 Subscription

2007 64.72 3,403,171 59 – – 3,403,171 Subscription

2008 25.88 3,080,346 71 – – 3,080,346 Subscription

2009 – – 83 36.34 985,906 985,906 See Note 10.4 

2010 – – 95 35.19 1,144,730 1,144,730 See Note 10.4 

2011 – – 107 31.22 482,150 482,150 See Note 10.4 

2012 – – 119 27.71 253,000 253,000 Subscription

Total – 21,515,617 – – 2,865,786 24,381,403 –

At December 31, 2012, 21,515,617 stock options were exercisable (at an average price of €43.56) and 2,865,786 options 

(average exercise price €34.26) had not yet vested.

that the origin of the shares (new shares or treasury stock) 

would be determined at the latest on the day preceding 

the start of the exercise period. If any options were 

to be exercised before the Board made its decision, 

the grantees would receive new shares. Options granted 

in 2012 are exercisable for new shares.

Until 2008, options were subject to a performance condition 

for certain grantees only. Since 2009, all options are subject 

to a performance condition without exception.

For options granted under the 2012 plan, the value used 

to calculate the 30% contribution sociale tax due by grantees 

employed by French companies in the Group is €3.49 

per option. 
financial statements

SAINT-GOBAIN Registration document 2012 • 188

notes to the parent company financial statements

10.5 Performance share and performance unit plans

Various performance share plans have been set up 

by Saint-Gobain since 2009 and one performance unit plan 

was set up in 2012. All these plans are subject 

to performance conditions.

As of December 31, 2012, five performance share plans 

and one performance unit plan were outstanding:

l A worldwide plan authorized by Saint-Gobain’s Board 

of Directors on November 19, 2009 whereby eligible 

employees and officers of the Group in France and abroad 

were each awarded seven performance shares. The shares 

are subject to a performance condition, which has been met, 

and are forfeited if the grantee leaves the Group before 

the end of the vesting period.

In all, the plan concerns 1,359,960 performance shares, 

as follows:

- for eligible Group employees in France, Spain and Italy, 

the vesting period ended on March 29, 2012 and the shares 

were delivered on March 30, 2012 (393,568 shares 

delivered plus 42 shares delivered early, in 2011; 

36,540 rights forfeited due to the grantees leaving 

the Group before the end of the vesting period). The vesting 

period has been followed by a two-year lock-up, such 

that the shares may not be sold until March 31, 2014 except 

in the case of the grantee’s death or disability;

- for eligible Group employees in other countries, 

the vesting period will end on March 30, 2014 and the 

shares will be delivered on March 31, 2014 (potential 

number of shares still to be delivered: 929,768 

after deducting 42 shares delivered early). No lock-up 

period will apply.

l A performance share plan for certain eligible managers 

and senior executives of the Saint-Gobain Group in France 

and abroad authorized by the Board of Directors 

on November 19, 2009. The shares are subject 

to a performance condition, which has been met, 

and are forfeited if the grantee leaves the Group before 

the end of the vesting period.

In all, the plan concerns 622,790 performance shares, 

as follows:

- for eligible Group employees in France, the vesting period 

ended on March 29, 2012 and the shares were delivered 

on March 30, 2012 (245,320 shares delivered; 15,080 rights 

forfeited due to the grantees leaving the Group before 

the end of the vesting period). The vesting period has been 

followed by a two-year lock-up, such that the shares may 

not be sold until March 31, 2014 except in the case 

of the grantee’s death or disability;

- for eligible Group employees in other countries, 

the vesting period will end on March 30, 2014 

and the shares will be delivered on March 31, 2014 

(potential number of shares still to be delivered: 345,160 

after deducting 1,500 shares delivered early and 15,730 

rights forfeited due to the grantees leaving the Group before 

the end of the vesting period). No lock-up period will apply.

l A performance share plan for certain eligible managers 

and senior executives of the Saint-Gobain Group in France 

and abroad authorized by the Board of Directors 

on November 18, 2010. The shares are subject to a 

performance condition, which has been only partly met, 

and are forfeited if the grantee leaves the Group before 

the end of the vesting period.

In all, the plan concerns 737,550 performance shares, 

as follows:

- for eligible Group employees in France, the vesting period 

will end on March 29, 2013 and the shares will be delivered 

on March 30, 2013 (potential number of shares 

to be delivered: 187,865 after deducting 590 shares 

delivered early, 126,565 rights canceled due 

to the performance conditions being only partly met 

and 10,400 rights forfeited due to the grantees leaving 

the Group before the end of the vesting period). The vesting 

period will be followed by a two-year lock-up, such 

that the shares may not be sold until March 31, 2015 except 

in the case of the grantee’s death or disability;

- for eligible Group employees outside France, the vesting 

period will end on March 30, 2015 and the shares will be 

delivered on March 31, 2015 (potential number of shares 

to be delivered: 249,520 after deducting 700 shares 

delivered early, 143,320 rights canceled due 

to the performance conditions being only partly met 

and 18,950 rights forfeited due to the grantees leaving 

the Group before the end of the vesting period). No lock-up 

period will apply.

l A performance share plan for certain eligible managers 

and senior executives of the Saint-Gobain Group in France 

and abroad authorized by the Board of Directors 

on November 24, 2011. The shares are subject 

to a performance condition, which has been only partly met, 

and are forfeited if the grantee leaves the Group before 

the end of the vesting period.

In all, the plan concerns 942,920 performance shares, 

as follows:

- for eligible Group employees in France, the vesting period 

will end on March 29, 2014 and the shares will be delivered 

on March 30, 2014 (potential number of shares 

to be delivered: 172,237 after deducting 740 shares 

delivered early, 238,313 rights canceled due 

to the performance conditions being only partly met and 

4,270 rights forfeited due to the grantees leaving the Group 

before the end of the vesting period). The vesting period will 

be followed by a two-year lock-up, such that the shares may 

not be sold until March 31, 2016 except in the case 

of the grantee’s death or disability;

- for eligible Group employees outside France, the vesting 

period will end on March 30, 2016 and the shares will be 

delivered on March 31, 2016 (potential number of shares 

to be delivered: 238,926 after deducting 279,634 rights 

canceled due to the performance conditions being only 

partly met and 8,800 rights forfeited due to the grantees 

leaving the Group before the end of the vesting period). 

No lock-up period will apply.
financial statements

SAINT-GOBAIN Registration document 2012 • 189

notes to the parent company financial statements

l A performance share plan for certain eligible managers 

and senior executives of the Saint-Gobain Group in France 

and abroad authorized by the Board of Directors 

on November 22, 2012. These shares are subject 

to a performance condition and are forfeited if the grantee 

leaves the Group before the end of the vesting period.

The plan involves a total of 542,370 performance shares 

and grantees will be allocated existing Saint-Gobain shares. 

The vesting period will end on November 21, 2016 

and the shares will be delivered on November 22, 2016. 

No lock-up period will apply.

l A long-term incentive plan based on performance unit 

awards for certain eligible managers and senior executives 

of the Saint-Gobain Group in France, approved in principle 

by the Board of Directors on November 22, 2012, to be 

implemented by the Chairman and Chief Executive Officer.

In all, the plan concerns 536,400 performance units that will 

entitle grantees to a long-term cash incentive based 

on Saint-Gobain share price provided that the performance 

criterion is met. The units will be exercisable between 

November 22, 2016 and November 21, 2022 and will be 

forfeited if the grantee leaves the Group before this period. 

The performance units will not result in any new or existing 

shares being allocated to grantees.

The table below shows changes in the number 

of performance share rights:

Number of rights

Number of performance share rights 

at December 31, 2010 2,720,300 

- performance share rights granted 

in November 2011 942,920 

- vested shares delivered during the period (833)

- rights forfeited or canceled during the period 0 

Number of performance share rights 

at December 31, 2011 3,662,387

- performance share rights granted 

in November 2012 542,370

- vested shares delivered during the period (641,669)

- rights forfeited or canceled during the period (897,242)

Number of performance share rights 

at December 31, 2012 2,665,846

The following table shows the expected dates when vested performance shares will be issued/delivered, except in the case 

of the grantee’s death or disability or departure from the Group before the end of the vesting period:

Grant Number End of the vesting period

date of rights End-March End-March End-March End-March End-November Type

at Dec. 31, 2012 2013 2014 2015 2016 2016 of shares

Nov. 19, 2009 929,768 929,768 New shares

Nov. 19, 2009 345,160 345,160 –

Nov. 18, 2010 437,385 187,865 249,520 –

Nov. 24, 2011 411,163 172,237 238,926 –

Dec. 22, 2012 542,370 542,370 Existing

 shares

TOTAL 2,665,846 187,865 1,447,165 249,520 238,926 542,370

10.6 Compagnie de Saint-Gobain Group 

Savings Plan (PEG) 

The PEG Group Savings Plan is an employee stock purchase 

plan open to all Group employees in France and in most 

other countries where the Group does business. Eligible 

employees must have completed at least three months’ 

service with the Group. The purchase price of the shares, 

as set by the Chief Executive Officer on behalf of the Board 

of Directors, corresponds to the average of the opening 

share prices quoted over the 20 trading days preceding 

the pricing date less a 20% discount. The shares are subject 

to a five or ten-year lock-up, at the choice of employees. 

During the lock-up period the shares may be held directly 

or through the PEG corporate mutual fund. They may 

not be sold during this period except in the case 

of exceptional events. 

In 2012, 4,387,680 shares with a par value of €4 were 

issued to employees under the Group Savings Plan 

at an average price of €28.59 (2011: 4,497,772 shares 

at an average price of €33.42).

10.7 Potential number of shares 

At the Annual General Meeting of June 9, 2011, shareholders 

authorized the Board of Directors of Compagnie 

de Saint-Gobain to: 

l issue, on one or several occasions, up to 106,250,000 new 

shares with pre-emptive subscription rights for existing 

shareholders and debt securities without pre-emptive 

subscription rights to be offered to shareholders 

on a priority basis (10th to 14th resolutions/26-month 

authorization commencing June 9, 2011);

l issue, on one or several occasions, up to 13,270,000 

new shares to members of the Group Savings Plan 

(15th resolution/26-month authorization commencing 

June 9, 2011). This authorization was used in 2012 to issue 

4,387,680 shares to Group Savings Plan members.
financial statements

SAINT-GOBAIN Registration document 2012 • 190

notes to the parent company financial statements

At the Annual General Meeting of June 7, 2012, shareholders 

authorized the Board of Directors of Compagnie 

de Saint-Gobain to:

l grant stock options exercisable for existing or new shares, 

subject to performance conditions, representing up to 1% 

of capital stock on the Meeting date, i.e. 5,310,526 options 

exercisable for the same number of shares 

(14th resolution/26-month authorization commencing 

June 7, 2012);

l make performance share grants, subject to performance 

conditions, representing up to 0.8% of the capital stock 

on the Meeting date, i.e. grants of 4,248,420 shares 

(15th resolution/26-month authorization commencing 

June 7, 2012). If this authorization were to be used, 

the performance shares would be deducted from the shares 

available for the stock option plan. Grantees would receive 

existing Saint-Gobain shares.

The Board of Directors used these authorizations on 

November 22, 2012 to grant 542,370 performance shares 

and 253,000 stock options (see Notes 10.4 and 10.5). 

If all outstanding stock options were to be exercised, 

with the issue of new shares, this would potentially have 

the effect of increasing the number of shares outstanding 

to 557,630,521 shares. In addition, if the authorizations 

described above were to be used in full, this would 

potentially have the effect of increasing the number 

of shares outstanding to 677,277,997 shares.

At the Annual General Meeting of June 7, 2012, the Board 

of Directors was also authorized to issue stock warrants in 

the event of a public tender offer for the Company’s shares, 

in accordance with the French Act of March 31, 2006 

on takeover bids (16th resolution). Under this authorization, 

the Group may issue up to €536.25 million worth of stock 

(excluding premiums), representing 134.1 million shares.

NOTE 11 Other equity 

Non-voting participating securities

In June 1983, Compagnie de Saint-Gobain issued 1,288,299 

non-voting participating securities with a face value 

of FRF 1,000, converted to €152.45 in 1999 following the 

introduction of the euro. 

Interest on the securities ranges from 75% to 125% 

of the average corporate bond rate (TMO), based 

on the Group’s consolidated earnings. Interest paid in 2012 

amounted to €6.82 per security.

In April 1984, 194,633 non-voting participating securities 

were issued with a face value of ECU 1,000, now €1,000.

Investor remuneration on these securities is payable 

at a fixed rate of 7.5% on 60% of the securities’ face value 

and at a variable rate on the remaining 40%. The variable 

rate is based on the prior year’s consolidated net income 

and is subject to a cap and a floor. Depending on the level 

of Group income, it ranges from 4.5% to 6.75% if the average 

corporate bond rate at issue (TMOE) is less than 5% or TMOE 

plus 175 bps if the TMOE is higher than 5%. Remuneration 

for 2012 amounted to €65.80 per security, paid in two 

installments (€32.25 and €33.55).

These securities are not redeemable and the remuneration 

paid to investors is qualified as interest expense.

Some of the securities have been bought back 

over the years. At December 31, 2012, 606,883 securities 

included in the 1983 issue were outstanding, representing 

a total nominal amount of €92.5 million, 

and 77,516 securities included in the 1984 issue, 

representing a nominal amount of €77.5 million.
financial statements

SAINT-GOBAIN Registration document 2012 • 191

notes to the parent company financial statements

NOTE 12 Provisions

At Charge Write-backs Write-backs Other At

January 1, for the year of utilized of surplus (transfers) December 31,

(in EUR thousands) 2012 provisions provisions 2012

Untaxed provisions 

Reinvested capital gains 6,427 6,427 

Other 7,178 2,343 (131) 9,390

13,605 2,343 (131) 0 0 15,817 

Provisions for contingencies 

Provisions for taxes 81,925 4,606 (2,905) 4,950 88,576 

Provisions for stock options 0 0 

Provisions 

for other contingencies 3,921 285 (32) (1,918) (73) 2,183 

85,846 4,891 (2,937) (1,918) 4,877 90,759 

Provisions for charges 

Provisions for pensions 

and other post-employment 

benefit obligations (1) 80,471 40,953 (46,654) 124 74,894 

Provisions for performance 

share plan costs 15,930 15,930

Provisions for other charges 485 76 (11) (56) 494 

80,956 56,959 (46,665) 0 68 91,318 

Provisions for impairment 

Investments in subsidiaries 

and affiliates 631 631 

Other investment securities 69,607 6,633 (23,682) (43,230) 9,328 

Doubtful receivables 0 0 

Marketable securities 0 21,869 21,869 

70,238 28,502 (23,682) (43,230) 0 31,828 

Impact on operating income 40,975 (46,665)

Impact on net financial income 28,502 (23,682) (43,230) 

Impact on exceptional items 23,218 (3,068) (1,918) 

(1) The Company’s obligations with respect to supplementary pension plans and other post-employment benefits are measured using the projected unit credit 

method based on end-of-career salaries and employees’ vested rights at the measurement date. 

Actuarial gains and losses arising in the year under defined benefit plans are recognized immediately in the income statement. 

The discount rate used was 3.25% in 2012 and 4.75% in 2011.
financial statements

SAINT-GOBAIN Registration document 2012 • 192

notes to the parent company financial statements

NOTE 13 Debt and payables

Total debt and payables increased by a net amount of €1,949 million to €15,619 million at December 31, 2012. Bond debt 

increased by €1,348 million, bank borrowings were reduced by €44 million, tax and social charges payable increased 

by €42 million and other borrowings increased by €605 million. 

Maturities of debt and payables

Total Due

(in EUR thousands) Within 1 year Beyond 1 year

Bonds (1) 10,026,402 1,387,478 8,638,924 

Bank borrowings (1) and (2) 176,872 176,872 0 

Other borrowings (1) and (3 5,273,103 4,795,172 477,931 

Sub-total Debt 15,476,377 6,359,522 9,116,855 

Tax and social charges payable 94,493 94,493 –

Other payables (3) 40,716 40,716 – 

Deferred income 7,049 4,823 2,226 

Total payables (4) 15,618,635 6,499,554 9,119,081 

(1) New debt for the year 3,877,030

Debt repaid during the year 1,979,910

(2) Of which:

– debt with original maturity of up to two years 21,872

– debt with original maturity of more than two years 155,000

(3) Of which:

– shareholders’ loans None

– New loans from subsidiaries 0 

– Loans from subsidiaries repaid during the year 0

(4) Of which debt due beyond 5 years 4,392,041 

Analysis of long- and short-term debt

(in EUR thousands) 2012 2011

Medium and long-term debt

Long-term portion

Due between January 1 and December 31 

2013 1,755,441 

2014 1,163,202 1,163,202 

2015 1,000,000 1,000,000 

2016 1,067,602 1,059,152 

2017 1,494,010 1,450,000 

2018 750,000 750,000 

2019 and beyond 3,609,520 1,109,153 

No fixed maturity 32,520 33,209 

Total long- and medium-term debt excluding short-term portion 9,116,854 8,320,157 

Short-term portion 1,984,092 1,438,085 

Total 11,100,946 9,758,242 

Short-term debt

Borrowings from Group entities 3,658,735 3,666,008 

Bank overdrafts and other short-term borrowings 21,091 59,519 

Other 695,605 83,561 

Total 4,375,431 3,809,088 

Total long- and short-term debt 15,476,377 13,567,330 

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 193

notes to the parent company financial statements

Long-term debt can be analyzed as follows by currency: 

(in EUR thousands) 2011 2011

Euros 10,008,120 9,031,030 

US dollars 0 5,374 

Pounds sterling 1,048,425 721,838

Yen 44,401 0 

TOTAL 11,100,946 9,758,242

Debt issuance costs are amortized over the life of the debt, 

from the issue date. These costs are recorded in assets, 

under “Deferred charges” (see Note 9).

13.1 Perpetual bonds

In 1985, Compagnie de Saint-Gobain issued €125 million 

worth of perpetual bonds – 25,000 bonds with a face value 

of €5,000 – paying interest at a variable rate indexed 

to Euribor. Interest paid in 2012 amounted to €85.68 per bond.

These securities are not redeemable and the remuneration paid 

to investors is qualified as interest expense.

At December 31, 2012, 18,496 perpetual bonds had been 

bought back and canceled, and 6,504 perpetual bonds were 

outstanding, representing a total face value of €33 million.

13.2 Main changes in bond debt in 2012

In 2012, Compagnie de Saint-Gobain carried out 

the following debt management transactions to extend 

the average maturity of debt while reducing average 

borrowing costs.

l Public placements: 

- March 28, 2012: placement of €750 million worth 

of 3.625% 10-year bonds due 2022;

- June 15, 2012: placement of €750 million worth of 3.625% 

9-year bonds due 2021;

- October 9, 2012: placement of GBP 250 million worth 

of 4.625% 17-year bonds due 2029, swapped for euros 

at approximately 4.31%.

l Tap issues: 

- the €750 million bond issue due 2019 was increased 

to €950 million through three tap issues carried out on 

January 18 and 19, 2012 for a total of €200 million;

- the €750 million bond issue due 2022 was increased 

to €900 million through two tap issues carried out 

on May 16, 2012 for a total of €150 million.

l Private placements: 

- January 13, 2012: issue of JPY 5 billion worth of 1.90% 

5-year private placement notes, due 2017;

- June 4, 2012: two 4% 20-year private placement notes 

issues due 2032, for a total of €90 million;

- June 28, 2012: two 12-year private placement notes issues 

due 2024, for a total of €95 million indexed to the 10-year 

CMS rate (swapped for a fixed rate of approximately 4.1%);

- October 8, 2012: two 4% 20-year private placement notes 

issues due 2032, for a total of €50 million;

- October 9, 2012: a 3.6% 10-year private placement notes 

issue due 2022, for €100 million.

On April 11, 2012, Compagnie de Saint-Gobain redeemed 

a €1,250 million bond issue that had reached maturity.

13.3 Financing programs

Compagnie de Saint-Gobain has a number of medium and long-term financing programs (Medium Term Notes) and short-term 

financing programs (Commercial Paper and Billets de Trésorerie).

At December 31, 2012, issuance under these programs was as follows:

Programs Currency Maturities Authorized Outstanding Outstanding

program at issues at issues at

(in millions of currency units) December 31, 2012 December 31, 2012 December 31, 2011

Medium Term Notes EUR 1 to 30 years 12,000 million 9 246 7 951

US Commercial Paper USD up to 12 months 1,000 million (*) 0 0

Euro Commercial Paper USD up to 12 months 1,000 million (*) 0 0

Billets de trésorerie EUR Up to 12 months 3,000 million 691 76

(*) Equivalent to €758 million based on the exchange rate at December 31, 2012.

In accordance with market practices, Billets de Trésorerie, Euro Commercial Paper and US Commercial Paper are generally 

issued with maturities of one to six months. They are treated as variable-rate debt, because they are rolled over 

at frequent intervals.

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 194

notes to the parent company financial statements

Syndicated lines of credit

Compagnie de Saint-Gobain has various confirmed 

syndicated lines of credit that are intended to provide 

a secure source of financing for the Group (including 

as additional backing for its US Commercial Paper, 

Euro-Commercial Paper and Billets de Trésorerie programs). 

They include:

l a €3 billion syndicated line of credit expiring in December 

2015 that was obtained in December 2010 and reduced 

to €2.5 billion in December 2012. The facility agreement 

does not include any covenants based on financial ratios;

l a second €1.5 billion syndicated line of credit expiring 

in December 2017 that was obtained in December 2012. 

At the same time, the €1 billion line of credit expiring 

in June 2013 was canceled and the line of credit expiring 

in December 2015 was reduced from €3 billion 

to €2.5 billion as explained above. No minimum financial 

ratio requirements applied to this facility based 

on Saint-Gobain’s current credit rating for its long-term 

debt issues.

Neither of these confirmed lines of credit was drawn down 

at December 31, 2012.

NOTE 14 Related party transactions

14.1 Transactions with related companies

Net amount concerning Net balance

sheet amount

Other related Other at December 31,

(in EUR thousands) Subsidiaries (1) companies (2) companies 2012

Balance sheet items

Investments in subsidiaries and affiliates 12,807,336 187 12,807,523 

Loans and advances to subsidiaries and affiliates 13,079,308 13,079,308 

Other investment securities 44,556 119 44,675 

Other loans 921,893 81,289 1,003,182 

Other receivables 1,060,901 110 21,760 1,082,771 

Marketable securities 86,820 2,529,228 2,616,048 

Cash and cash equivalents 658,605 658,605 

Bonds 10,026,402 10,026,402 

Bank borrowings 176,872 176,872 

Other borrowings 4,574,516 2,398 696,189 5,273,103 

Tax and social charges payable 94,493 94,493 

Other payables 12,374 28,342 40,716 

Income statement items

Income from investments in subsidiaries 

and affiliates 565,866 (44) 565,822 

Income from loans and other investments 2 26,527 26,529 

Other interest income 642,335 1 10 642,346 

Interest expense 46,832 16 509,818 556,666 

(1) Fully consolidated companies.

(2) Companies that are not fully consolidated.

14.2 Transactions with other related parties 

There are no material transactions with other related parties not entered into on arm’s length terms.
financial statements

SAINT-GOBAIN Registration document 2012 • 195

notes to the parent company financial statements

NOTE 15 Investment portfolio

Country Net book % interest Number

value of shares

Spafi France 5,768,287 100.00 251,014,613 

Partidis France 2,065,919 100.00 78,262,892 

Saint-Gobain Matériaux de Construction France 1,723,712 100.00 85,916,100 

Vertec France 891,512 100.00 11,790,698 

Saint-Gobain Benelux Belgium 812,344 100.00 3,296,475 

Saint-Gobain do Brasil Brazil 220,001 55.31 78,404,824 

Saint-Gobain Cristaleria Spain 211,220 16.35 3,659,866 

Saint-Gobain Building Distribution Deutschland Germany 194,609 100.00 100,000,000 

Saint-Gobain Glass Benelux SA Belgique 160,880 16.19 1,667,698 

Saint-Gobain Isover G+H AG Germany 153,800 99.91 3,197,027 

Saint-Gobain Vetrotex Deutschland GmbH Germany 153,669 100.00 45,000,000 

Saint-Gobain Glass Deutschland GmbH Germany 86,660 60.00 120,000,000 

Saint-Gobain Autoglas GmbH Germany 72,833 60.00 120,000,000 

Saint-Gobain Vidros SA Brazil 67,181 99.96 209,374,623 

Saint-Gobain Emballage France 61,553 20.52 331,964 

Saint-Gobain Schleifmittel-Beteiligungen GmbH Germany 61,151 100.00 20,000,000 

SEPR France 53,310 25.73 407,600 

Saint-Gobain PAM France 30,733 8.10 360,255 

Saint-Gobain Nederland Netherlands 13,621 100.00 66,100 

SCI Ile-de-France France 3,428 – –

Miscellaneous French companies – – –

Miscellaneous foreign companies 1,100 – –

Investments in subsidiaries and affiliates 12,807,523 

Cie de Saint-Gobain (treasury stock) France 44,556 – 1,410,802 

Cie de Saint-Gobain (treasury stock held for cancellation) France – – –

Miscellaneous French companies 119 – –

Other investment securities 44,675 – –

Total Titres 12,852,198 – –
financial statements

SAINT-GOBAIN Registration document 2012 • 196

notes to the parent company financial statements

NOTE 16 Information about direct investments in subsidiaries and affiliates 

with a carrying amount representing over 1% of the Company’s capital stock

Companies Capital Reserves % Book value Loans and Guarantees 2012 2012 Dividends

stock interest of shares held advances given net net received

Gross Net granted by the sales income in 2012

 by the Company (loss)

(in thousands of euros Company

or local currency) (EUR k) (EUR k) (EUR k) (EUR k) (EUR k)

1 - SUBSIDIARIES (1)

At least 50%-owned by Compagnie de Saint-Gobain

Spafi

18. avenue d’Alsace EURk EURk EURk EURk

92400 Courbevoie 3,012,175 4,169,712 100.00 5,768,287 5,768,287 – 63 517,172 426,355 

Partidis

18. avenue d’Alsace EURk EURk EURk EURk

92400 Courbevoie 1,193,509 525,296 100.00 2,065,919 2,065,919 1,355,000 5,577 137,883 79,985

S.G. Matériaux de Construction

18. avenue d’Alsace EURk EURk EURk EURk

92400 Courbevoie 1,310,221 (805,372) 100.00 1,723,712 1,723,712 5,030,000 24,196 (256,165) –

Vertec

18. avenue d’Alsace EURk EURk EURk EURk

92400 Courbevoie 188,651 912,594 100.00 891,512 891,512 – – 76,282 166,152 

Saint-Gobain Benelux

Bouleverd de la Plaine 5 EURk EURk EURk EURk

B 1050 Brussels 812,345 92,371 100.00 812,344 812,344 – – 30,902 –

Saint-Gobain Building

Distrib Deutsch

Hanauer Landstrasse. 150 EURk EURk EURk EURk

D-60314 Frankfurt am Main 100,000 94,600 100.00 194,609 194,609 – 1,371,962 6,771 6,771

S. G. Glass Benelux SA

Rue des Glaces Nationales. 169 EURk EURk EURk EURk

B-5060 Sambreville 388,300 36,658 16.19 160,880 160,880 – 97,789 (13,830) –

S. G. Isover G+H AG

Burgermeister-Grünzweig-Strasse 1 EURk EURk EURk EURk

D-67059 Ludwigshafen 82,000 11,426 99.91 153,800 153,800 – 367,959 1,291 1,291

S. G. Vetrotex 

Deutschland GmbH

Bicherouxstrasse 61 EURk EURk EURk EURk

D-52134 Herzogenrath 23,008 139,936 100.00 153,669 153,669 – – 28,466 28,466

S. G. Glass Deutschland GmbH

Viktoriaallee 3-5 EURk EURk EURk EURk

D-52066 Aachen 102,258 32,899 60.00 87,197 86,660 – 316,087 (190,553) (202,079) 

S G Do Brasil

482. avenida Santa Marina

Agua Branca BRLk BRLk BRLk BRLk

05036-903 São Paulo-SP (Brazil) 1,417,564 260,821 55.31 220,001 220,001 – 2,774,529 62,017 19,043

Saint-Gobain Autoglas GmbH

Viktoriaallee 3-5 EURk EURk EURk EURk

D-52066 Aachen 102,258 19,130 60.00 72,833 72,833 – – (1,621) (3,708) 

Saint-Gobain 

Schleifmittel-Beteiligungen GmbH

Viktoriaallee 3-5 EURk EURk EURk EURk

D-52066 Aachen 10,226 50,925 100.00 61,151 61,151 – – (4,050) (4,049)

Saint-Gobain Vidros SA

482. avenida Santa Marina

Agua Branca BRLk BRLk BRLk BRLk

05036-903 São Paulo-SP (Brazil) 371,159 1,480 99.96 67,181 67,181 – 423,173 39,977 14,520 

(1) The amount shown for subsidiaries of the German branch corresponds to 2012 profit or loss transferred under the group relief system.
financial statements

SAINT-GOBAIN Registration document 2012 • 197

notes to the parent company financial statements

Companies Capital Reserves % Book value Loans and Guarantees 2012 2012 Dividends

stock interest of shares held advances given net net received

Gross Net granted by the sales income in 2012

 by the Company (loss)

(in thousands of euros Company

or local currency) (EUR k) (EUR k) (EUR k) (EUR k) (EUR k)

2 - AFFILIATES (1)

10% to 50%-owned by Compagnie de Saint-Gobain

S. G. Cristalería

Edificio Ederra Centro Azca

Paseo de la Castellana 77 EURk EURk EURk EURk

28046 Madrid 134,512 846,345 16.35 211,220 211,220 655,000 397,147 (119,481) 0 

Saint-Gobain Emballage

18. avenue d’Alsace EURk EURk EURk EURk

92400 Courbevoie 42,069 432,978 20.52 61,553 61,553 710,936 115,912 23,301 

SEPR

18. avenue d’Alsace EURk EURk EURk EURk

92400 Courbevoie 63,361 6,348 25.73 53,310 53,310 10,000 191,956 27,092 8,604 

OTHER COMPANIES 

Subsidiaries (over 50% owned)

Total French companies 3,429 3,429 82 

Total foreign companies 14,045 14,045 500,848 (137)

Affiliates (10 to 50%-owned) 

Total French companies –

Total foreign companies 648 648 

Other investments 31,071 30,879 975,000 1,225

Treasury stock 53,787 44,556 

Treasury stock held for cancellation

Total 12,862,158 12,852,198 8,025,000 500,848 565,822

(1) The amount shown for subsidiaries of the German branch corresponds to 2012 profit or loss transferred under the group relief system.

NOTE 17 Off-balance sheet commitments

Off-balance sheet commitments given on behalf of consolidated companies

Off-balance sheet commitments given Date Counterparty 2012 amount 2011 amount 

on behalf of consolidated companies (EURk) (EURk)

Commitment related to the fine levied on the Flat 

Glass business by the European Commission 

(see Note 20 Litigation para. 20.2) Indefinite Multiple 1,075,396 1,028,228 

Saint-Gobain Receivable Corporation 

securitization program Indefinite Citibank 88,883 176,521 

Guarantee given on behalf of Saint-Gobain Isover December 31,

(electricity purchases) 2025 Exeltium 32,860 34,890 

Commitment to employees of the German companies December 30,

in the Group (early-retirement plan) 2015 Sparkasse Aachen 9,354 11,753 

Commitments towards other members 

of economic interest groupings (GIE) Indefinite Other GIE members 2,710 3,668 

Employee-related commitments in Germany (guarantee fund) 2012 Eigene Bursch 190 190 

Other commitments given Multiple Multiple 96 96 

Financing-related off-balance sheet commitments 

Financing-related off-balance sheet commitments given Date Counterparty 2012 amount 2011 amount 

 (EURk) (EURk)

Guarantee for Saint-Gobain Nederland bond issue May 25, 2014 BNP Paribas 500,848 500,848

Liquidity agreement guarantee January 2013 Exane 484 878

Euro equivalent of forward foreign currency sale contracts Multiple Multiple 817 907

Euro equivalent of foreign currencies payable under currency swaps Multiple Multiple 1,798 1,876
financial statements

SAINT-GOBAIN Registration document 2012 • 198

notes to the parent company financial statements

Financing-related off-balance sheet Date Counterparty 2012 amount 2011 amount 

commitments received (EURk) (EURk)

Liquidity agreement guarantee January 2013 Exane 803 956

Euro equivalent of forward foreign currency purchase contracts Multiple Multiple 828 907

Euro equivalent of foreign currencies receivable under currency swaps Multiple Multiple 1,806 1,872

2009-2013 undrawn line of credit 15/06/2013 Multiple 1,000,000

2010-2015 undrawn line of credit 08/12/2015 Multiple 2,500,000 3,000,000

2012-2017 undrawn line of credit 07/12/2017 Multiple 1,500,000 3,000,000

Financing-related off-balance sheet commitments Date Counterparty 2012 amount 2011 amount 

given and received (EURk) (EURk)

Interest rate swaps Fixed rate borrower/Fixed rate lender Multiple Multiple 308,135

Interest rate swaps Variable rate borrower/Fixed rate lender Multiple Multiple 95,000

Interest rate swaps Fixed rate borrower/Variable rate lender Multiple Multiple 1,250,000

Interest rate swaps Variable rate borrower/Variable rate lender Multiple Multiple 155,000 155,000

Commodity swaps Fixed rate buyer/Variable rate seller Multiple Multiple 41,713 46,459

Commodity swaps Variable rate buyer/Fixed rate seller Multiple Multiple 41,713 46,459

Operations-related off-balance sheet commitments

Operations-related off-balance sheet commitments Date Counterparty 2012 amount 2011 amount 

given and received (EURk) (EURk)

Forward purchases of Compagnie de Saint-Gobain shares May 31, 2012 Multiple 196,569

Tax reassessments are covered by provisions recorded in the balance sheet. In exchange for a stay of payment 

of the additional tax claimed, Compagnie de Saint-Gobain has obtained tax bonds from its banks in the amount 

of €9,952 thousand and the tax administration has also been granted liens on assets in the amount of €10,592 thousand. 

In addition, Compagnie de Saint-Gobain has granted a lien on assets totaling €16,900 thousand in connection with a tax 

dispute involving a subsidiary.

NOTE 18 Fees paid to the Statutory 

Auditors

The total fees (excluding VAT) paid and payable 

to the auditors for 2012, as reflected in the income statement, 

include:

l Statutory audit fees of €1.2 million

l Fees for audit-related advice and services of €0.4 million.

NOTE 19 Employees

Number of employees

2011 2011

Paris Head Office 

(Les Miroirs, La Défense)

Managers 184 174

Supervisors 41 43

Administrative staff 6 7

Total 231 224

Of which, employees 

under fixed-term contracts 2 3

2012 2011

German branch

(Aachen)

Managers 66 63

Supervisors 128 120

Administrative staff 1 1

Total 195 184

Of which, employees 

under fixed-term contracts 2 4

2012

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 199

notes to the parent company financial statements

Statutory training entitlement

Unused vested training entitlements under Act no. 2004.391 

of March 4, 2004 relating to lifelong learning amounted 

to 20,329 hours at December 31, 2012, representing 

an estimated cost of €413 thousand.

Management compensation

Compensation received by the Group’s directors and officers 

directly and indirectly from Group companies within 

and outside France totaled €12.6 million in 2012 

(2011: €13.9 million), including variable bonuses 

of €4.6 million (2011: €4.7 million). No termination 

benefits were paid to any directors or officers in 2012 

(2011: €1.3 million). 

Pensions and other post-employment benefits (defined 

benefit obligations in respect of retirement bonuses 

and pensions) accruing to the Group’s directors and officers 

totaled €41.8 million at December 31, 2012 

(2011: €46.7 million).

Attendance fees paid to directors for 2012 totaled 

€0.8 million (2011: €0.8 million). Other compensation paid 

to directors – corresponding to pension benefits – amounted 

to €0.2 million in 2012 (2011: €0.6 million).

NOTE 20 Litigation

20.1 Asbestos-related litigation

The lawsuits described below involve Group subsidiaries. 

The related costs and provisions are recorded 

in the accounts of the subsidiaries concerned.

Asbestos-related litigation in France

l “Inexcusable fault” proceedings

In France, further individual lawsuits were filed in 2012 

by former employees (or persons claiming through them) 

of Everite and Saint-Gobain PAM (“the employers”) – which 

in the past had carried out fiber-cement operations – 

for asbestos-related occupational diseases, with the aim 

of obtaining supplementary compensation over and above 

the amounts paid by the French Social Security authorities 

in this respect. A total of 759 such lawsuits have been 

issued against the two companies since 1997.

At December 31, 2012, 684 of these 759 lawsuits had been 

completed in terms of both liability and quantum. 

In all of these cases, the employers were held liable 

on the grounds of “inexcusable fault”.

Compensation paid by Everite and Saint-Gobain PAM 

in settlement of these lawsuits totaled approximately 

€1.3 million.

Concerning the 75 lawsuits outstanding against Everite 

and Saint-Gobain PAM at December 31, 2012, the merits 

of 9 have been decided but the compensation awards have 

not yet been made, pending issue of medical reports 

or Appeal Court rulings. A further 33 of these 75 lawsuits 

have been completed in terms of both liability and quantum, 

but liability for the payment of compensation has not yet 

been assigned.

Out of the 33 remaining lawsuits, at December 31, 2012 

the procedures relating to the merits of 26 cases were 

at different stages, with three in the process of being 

investigated by the French Social Security authorities 

and 23 pending before the Social Security courts. The final 

seven suits have been withdrawn by the plaintiffs or struck 

out. The plaintiffs can ask for them to be re-activated at any 

time within a two-year period.

In addition, as of December 31, 2012, 183 suits based 

on inexcusable fault had been filed by current or former 

employees of 12 other French companies in the Group 

(excluding Saint-Gobain Desjonquères and Saint-Gobain 

Vetrotex, which have been sold), in particular involving 

circumstances where equipment containing asbestos had 

been used to protect against heat from furnaces.

At that date, 123 lawsuits had been completed. In 51 

of these cases, the employer was held liable for inexcusable 

fault. Compensation paid by the companies totaled 

approximately €0.6 million.

For the 60 suits outstanding at December 31, 2012, 

arguments were being prepared by the French Social 

Security authorities in six cases, 35 were being investigated 

– including 24 pending before the Social Security courts, 

ten before the Courts of Appeal and one before the Court 

of Cassation – and nine had been completed in terms 

of liability but not in terms of quantum or liability for 

paying the compensation, of which eight pending before 

the Courts of Appeal and one before the Court of Cassation. 

The final ten suits have been withdrawn by the plaintiffs 

or struck out. The plaintiffs can ask for them 

to be re-activated at any time within a two-year period.
financial statements

SAINT-GOBAIN Registration document 2012 • 200

notes to the parent company financial statements

Anxiety claims

Four of the Group’s French subsidiaries that operate 

or have operated facilities in France classified as presenting 

an asbestos hazard are the subject of damages claims 

that are different from those described above.

“Facilities classified as presenting an asbestos hazard” are 

defined as manufacturing facilities that have been closed 

or are still operating which previously manufactured 

materials containing asbestos or used asbestos protection 

and insulation equipment and are included on the official list 

of facilities whose current or former employees are entitled 

to the asbestos workers benefit (ACAATA).

At December 31, 2012 a total of 145 suits had been brought 

by current or former employees of facilities classified 

as presenting an asbestos hazard, claiming compensation 

for various damages suffered as a result of their exposure 

to asbestos. None of these plaintiffs were suffering 

from an asbestos-related disease and some of them were 

not receiving the ACAATA benefit. Of these 145 suits, 

49 have been terminated. Three plaintiffs had their claims 

dismissed. For the 46 others, who were recognized 

as having been exposed to an asbestos risk, only the 

damage caused by anxiety was accepted, leading to payment 

of total compensation of €629,500. Of the remaining 

96 suits, 30 are pending before the competent Courts 

of Appeal – including two where the appellants 

are the plaintiffs and 28 where the appellants 

are the companies concerned – and 66 before the competent 

labor tribunals.

Asbestos-related litigation in the United States

In the United States, several companies that once 

manufactured products containing asbestos such 

as asbestos-cement pipes, roofing products, specialized 

insulation or gaskets, are facing legal action from persons 

other than their employees or former employees. 

These claims for compensatory – and in many cases punitive 

– damages are based on alleged exposure to the products, 

although in many instances the claimants cannot 

demonstrate any specific exposure to one or more products, 

or any specific illness or physical disability. The vast 

majority of these claims are made simultaneously against 

many other non-Group entities that have been 

manufacturers, distributors, installers or users of products 

containing asbestos.

Developments in 2012

About 4,000 new claims were filed against CertainTeed 

in 2012, compared to about 4,000 in 2011, 5,000 in 2010, 

4,000 in 2009 and 5,000 in 2008. Over the last five years 

the number of new claims has remained relatively stable.

Almost all of the claims against CertainTeed are settled out 

of court or set aside. Approximately 9,000 of the pending 

claims were resolved in 2012, compared to 8,000 in 2011, 

13,000 in 2010 and 8,000 in 2009 and 2008. In addition, 

around 4,000 claims (mainly in the State of Texas) were 

requalified as inactive because they did not meet 

the minimum criteria for medical treatment and had been 

transferred to the inactive docket by decision of the courts. 

Taking into account the 52,000 outstanding claims 

at the end of 2011 and the new claims having arisen during 

the year, as well as claims settled or requalified as inactive, 

some 43,000 claims were outstanding at December 31, 

2012. A large number of these pending claims were filed 

more than five years ago by individuals without 

any significant asbestos-related impairment, and it is likely 

that many of them ultimately will be dismissed.

Impact on the accounts

The Group recorded a €90 million charge in 2012 to cover 

future developments in relation to claims involving 

CertainTeed. This amount is the same as that recorded 

in 2011, less than the €97 million recorded in 2010 and 

higher than the €75 million recorded in 2009 and 2008. 

At December 31, 2012, the Group reserve for asbestosrelated claims against CertainTeed in the United States 

amounted to €417 million (USD 550 million), compared 

with €389 million (USD 504 million) at December 31, 2011, 

€375 million (€501 million) at December 31, 2010, 

€347 million (USD 500 million) at December 31, 2009 

and €361 million (USD 502 million) at December 31, 2008.

Cash flow impact

Compensation paid in respect of these claims against 

CertainTeed, including claims settled prior to 2012 but only 

paid out in 2012, and those fully resolved and paid in 2012, 

and compensation paid (net of insurance) in 2012 by other 

Group businesses in connection with asbestos-related 

litigation, amounted to €52 million (USD 67 million) 

compared to €59 million (USD 82 million) in 2011, 

€78 million (USD 103 million) in 2010, €55 million 

(USD 77 million) in 2009 and €48 million (USD 71 million) 

in 2008.

In Brazil, former Group employees suffering from asbestosrelated occupational illness are offered either exclusively 

financial compensation or lifetime medical assistance 

combined with financial compensation. Only a small number 

of asbestos-related lawsuits brought by former employees 

(or persons claiming through them) were outstanding 

at December 31, 2012, and they do not currently represent 

a material risk for the companies concerned.
financial statements

SAINT-GOBAIN Registration document 2012 • 201

notes to the parent company financial statements

20.2 Ruling by the European Commission 

following the investigation into the automotive 

glass industries

In the November 12, 2008 decision concerning 

its investigation into automotive glass manufacturers, 

the European Commission held that actions carried out 

between 1998 and 2003 by Saint-Gobain Glass France, 

Saint-Gobain Sekurit France and Saint-Gobain Sekurit 

Deutschland GmbH had violated Article 81 of the Treaty 

of Rome and fined them €896 million. Compagnie 

de Saint-Gobain was held jointly and severally liable 

for the payment of this amount.

The companies concerned believe the fine is excessive 

and disproportionate, and have appealed the decision before 

the General Court of the European Union.

The European Commission has granted them a stay 

of payment until the appeal has been heard, in exchange 

for a bond covering the €896 million fine and the related 

interest, calculated at the rate of 5.25% from March 9, 2009. 

The necessary steps were taken to set up this bond within 

the required timeframe.

The appeal was heard by the General Court of the European 

Union in Luxembourg on December 11, 2012 and the Court’s 

ruling is due within six to twelve months.

The provision set aside to cover the fine, the late interest, 

the cost of the above bond and the related legal costs 

amounted to €1,098 million at December 31, 2012.

It is carried in the accounts of Saint-Gobain Sekurit France 

and Saint-Gobain Sekurit Deutschland GmbH.

NOTE 21 Subsequent events

No material events have occurred since the balance 

sheet date.
financial statements

SAINT-GOBAIN Registration document 2012 • 202

STATUTORY AUDITORS’ REPORT

ON THEparent company FINANCIAL STATEMENTS

Year ended December 31, 2012

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, 

for the year ended December 31, 2012, on:

l the audit of the accompanying financial statements of Compagnie de Saint-Gobain;

l the justification of our assessments;

l the specific verifications and information required by law.

These financial statements have been approved by the Board of Directors. Our role is to express an opinion 

on these financial statements based on our audit.

I - Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require 

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free 

of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, 

to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating 

the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall 

presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate 

to provide a basis for our audit opinion.

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position 

of the Company at December 31, 2012 and of the results of its operations for the year then ended in accordance with French 

accounting principles.

statutory auditors’ report on the financial statements

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely 

for the convenience of English speaking users. The Statutory Auditors’ report includes information specifically required 

by French law in such reports, whether modified or not. This information is presented below the opinion on the financial 

statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant accounting 

and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial 

statements taken as a whole and not to provide separate assurance on individual account balances, transactions, 

or disclosures. 

This report also includes information relating to the specific verification of information given in the management report 

and in the documents addressed to shareholders. 

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing 

standards applicable in France.
financial statements

SAINT-GOBAIN Registration document 2012 • 203

II - Justification of our assessments

In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de Commerce) relating 

to the justification of our assessments, we bring to your attention the following matter:

As described in Note 1 to the financial statements on accounting principles and methods (Investments in subsidiaries 

and affiliates, other investment securities and other financial investments), the Company carries out impairment tests 

on a yearly basis for its financial investments and investments in subsidiaries and affiliates. Based on the information 

available at the time of our audit, we assessed the approach used by the Company and ensured that the estimates made 

by the Company at December 31, 2012 were reasonable.

These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed 

to the opinion we formed which is expressed in the first part of this report.

III - Specific verifications and information

We have also performed, in accordance with professional standards applicable in France, the specific verifications required 

by French law.

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information 

given in the management report of the Board of Directors, and in the documents addressed to the shareholders with respect 

to the financial position and the financial statements.

Concerning the information given in accordance with the requirements of article L.225-102-1 of the French Commercial Code 

(Code de commerce) relating to remuneration and benefits received by the directors and any other commitments made 

in their favour, we have verified its consistency with the financial statements, or with the underlying information used 

to prepare these financial statements and, where applicable, with the information obtained by your company from companies 

controlling your company or controlled by it. Based on this work, we attest to the accuracy and fair presentation 

of this information.

In accordance with French law, we have verified that the required information concerning the identity of shareholders 

has been properly disclosed in the management report.

Neuilly-sur-Seine and Paris La Défense, February 20, 2013

The Statutory Auditors

PricewaterhouseCoopers Audit KPMG Audit

Department of KPMG S.A.

Pierre Coll Jean-Christophe Georghiou Jean-Paul Vellutini Philippe Grandclerc

statutory auditors’ report on the financial statements
financial statements

SAINT-GOBAIN Registration document 2012 • 204

management report

MANAGEMENT REPORT

FINANCIAL STATEMENTS OF COMPAGNIE DE SAINT-GOBAIN (*)

Compagnie de Saint-Gobain ended 2012 with net income of €761.7 million (2011: €1,085.4 million). The total consists 

mainly of dividends from subsidiaries and affiliates and the income of the subsidiaries of the German branch, 

which is a flow-through entity, in the amount of €565.8 million (2011: €825.1 million).

Shareholders’ equity before appropriation of income for the year totaled €15,506.1 million at December 31, 2012 

(December 31, 2011: €15,627.3 million).

Significant events of the year

Changes in shareholders’ equity

The main changes in shareholders’ equity during the year were as follows:

l On May 15, capital stock was increased by €124.7 million following the issue of 4,387,680 shares to employees at a price 

of €28.59 through the Group Savings Plan.

l On May 31, shareholders’ equity was reduced by €365.4 million following the cancellation of 9,540,000 shares bought 

back at an average price of €38.31 per share.

l On June 14, the Company paid dividends representing a total payout of €646.3 million.

Financing programs

In 2012, Compagnie de Saint-Gobain carried out the following debt management transactions to extend the average maturity 

of debt while reducing average borrowing costs.

l Public placements: 

- March 28, 2012: placement of €750 million worth of 3.625% 10-year bonds due 2022;

- June 15, 2012: placement of €750 million worth of 3.625% 9-year bonds due 2021;

- October 9, 2012: placement of GBP 250 million worth of 4.625% 17-year bonds due 2029, swapped for euros 

at approximately 4.31%.

l Tap issues: 

- The €750 million bond issue due 2019 was increased to €950 million through three tap issues carried out on January 18 

and 19, 2012 for a total of €200 million;

- The €750 million bond issue due 2022 was increased to €900 million through two tap issues carried out on May 16, 2012 

for a total of €150 million.

l Private placements: 

- January 13, 2012: issue of JPY 5 billion worth of 1.90% 5-year private placement notes, due 2017;

- June 4, 2012: two 4% 20-year private placement notes issues due 2032, for a total of €90 million;

- June 28, 2012: two 12-year private placement notes issues due 2024, for a total of €95 million indexed 

to the 10-year CMS rate (swapped for a fixed rate of approximately 4.1%);

- October 8, 2012: two 4% 20-year private placement notes issues due 2032, for a total of €50 million;

- October 9, 2012: a 3.6% 10-year private placement notes issue due 2022, for €100 million.

On April 11, 2012, Compagnie de Saint-Gobain redeemed a €1,250 million bond issue that had reached maturity.

Other compulsory disclosures

Trade accounts payable at December 31, 2012 and 2011 by due date are as follows (disclosure made in application 

of Article D.441-4):

(in EUR thousands) 2011 2011

Total trade accounts payable 10,760 12,965

- Of which past due 2,091 1,860

- Of which not yet due 8,669 11,105

Of which due in 60 days 8,662 11,068

Of which due beyond 60 days 7 37

Compagnie de Saint-Gobain pays supplier invoices on a timely basis. The only invoices not paid on time are disputed invoices 

for which a credit note is pending and invoices received late. 

(*) Based on French GAAP – see the financial statements. 

2012
financial statements

SAINT-GOBAIN Registration document 2012 • 205

five-year financial summary

FIVE-YEAR FINANCIAL SUMMARY

(in EUR thousands) 2012 2011 2010 2009 2008

1 - Capital stock at year-end

Capital stock 2,124,503 2,142,255 2,123,346 2,051,724 1,530,288 

Number of common shares outstanding 531,125,642 535,563,723 530,836,441 512,931,016 382,571,985 

2 – Results of operations

Net sales 175,675 176,302 176,128 171,655 199,301 

Income before tax, depreciation, 

amortization and provisions 630,125 962,144 1,056,117 908,322 1,119,557 

Income tax 135,663 145,386 160,637 150,254 160,471 

Net income 761,733 1,085,384 1,176,909 1,038,013 1,263,527 

Total dividend (1) 653,422 (2) 646 300 (3) 603,165 (4) 508 701 (5) 486 009

3 – Earnings per share (in EUR)

Earnings per share before tax, depreciation, 

amortization and provisions 1.19 1.80 1.99 1.77 2.93 

Net earnings per share 1.43 2.03 2.22 2.02 3.30 

Net dividend per share 1.24 1.24 1.15 1.00 1.00 

4 - Employee information (6)

Average number of employees 

during the year 231 224 224 224 228 

Total payroll for the year 28,122 29,664 26,796 21,302 26,082 

Total benefits for the year 22,892 17,276 15,145 13,569 16,081 

(1) Based on 531,125,642 shares (capital stock at December 31, 2012) less 4,172,565 treasury shares held at January 31, 2013.

(2) Based on 535,563,723 shares (capital stock at December 31, 2011) less 9,540,000 cancelled on May 31, 2012 and 4,813,883 treasury shares held 

on the dividend payment date, i.e. 521,209,840 shares net.

(3) Based on 530,836,441 shares (capital stock at December 31, 2010) less 6,345,091 treasury shares held 

on the dividend payment date, i.e. 524,491,350 shares net.

(4) Based on 512,931,016 shares (capital stock at December 31, 2009) less 4,230,266 treasury shares held 

on the dividend payment date, i.e. 508,700,750 shares net.

(5) Based on 382,571,985 shares (capital stock at December 31, 2008) plus 108,017,212 shares issued on March 23, 2009 less 4,580,419 treasury shares 

held on the dividend payment date, i.e. 486,008,778 shares net.

(6) Employee numbers only include staff at the Company’s head office and exclude the German branch.

2012
SAINT-GOBAIN Registration document 2012 • 206

main subsidiaries

MAIN SUBSIDIARIES, BY COUNTRY AND DELEGATION

All of the subsidiaries are wholly owned, unless otherwise stated.

Amounts are converted to euros at the average exchange rate for 2012.

FRANCE

Saint-Gobain Glass France: flat glass and flat glass 

products. Sales: €265.8 million. Employees: 880. 

Subsidiaries:

l M.O. Pays de Loire, M.O. Armorique, Quantum Glass 

International, Société Verrière Française (SVF), Sovedys, 

Sivaq, SGGS Menuisiers Industriels, SG Solar Systems FR, 

SG Glass Solutions Paris-Normandie, SG Glass Solutions 

Sud-Ouest, Charles André, Société Verrière de l’Atlantique 

(SVA), Le Vitrage du Midi (LVM), Gobba Vitrage, Vitrages 

Isolants d’Auvergne, Alp’Verre, Verrerie Aurys, Pierre Pradel, 

Wehr Miroiterie, Techniverre. Construction glass products 

manufacturing and distribution. Employees 

of the subsidiaries: 2,649.

l Eurokera (50%). Employees: 135.

l Keraglass (50%): glass ceramic hobs. Employees: 105.

l Saint-Gobain Sovis: tempered glass for household 

appliances, industrial and scientific optics, anti-radiation 

glass. Employees: 85.

l Verrerie de Saint-Just: decorative glass. Employees: 39.

l Saint-Gobain Sully: flat glass for the train and aircraft 

industries. Employees: 509.

l Saint-Gobain Glass Logistics: transport.

l Saint-Gobain Recherche (34.5% owned by SG Glass 

and wholly owned by the Group): glass and building 

materials research center. Employees: 457.

l Samin: quarry operator. Employees: 124.

Eurofloat: float glass. Employees: 100.

Saint-Gobain Sekurit France: automotive glass products. 

Sales: €197.4 million. Employees: 734. These figures include 

Société Verrière d’Encapsulation: encapsulated automotive 

glass. Subsidiary:

l Saint-Gobain Autover: automotive glass products 

manufacturing and distribution. Sales: €30.4 million. 

Employees: 86.

SEPR - Société Européenne des Produits Réfractaires:

fused-cast refractory products used mainly for glass 

furnaces and various special ceramic products (pellets, 

grains and powders). Sales: €162.2 million. Employees: 741. 

Subsidiaries:

l Savoie Réfractaires: special refractories. 

Sales: €36.4 million. Employees: 180.

l Saint-Gobain Cristaux et Détecteurs: optical crystals and 

artificial monocrystals for chemical analyses. 

Sales: €25.2 million. Employees: 116.

l Saint-Gobain Matériaux Céramiques: seeded gel abrasives. 

Sales: €13.5 million. Employees: 23. Subsidiary: Saint-Gobain 

Coating Solutions. Sales: €12.7 million. Employees: 28.

l Saint-Gobain Centre de Recherche et d’Etudes 

Européennes: European ceramics research center. 

Employees: 214.

l Valoref SA: recycling.

Saint-Gobain Performance Plastics Europe: holding 

company. Subsidiaries:

l Saint-Gobain Quartz SAS: silica parts for the chemical 

industry, silica crucibles and reactor tubes 

for the semi-conductor industry, silica wool and yarn 

for the space industry, Micaver insulating materials, 

piezoelectric ceramics. Sales: €13.1 million. Employees: 60.

l Saint-Gobain Performance Plastics France: manufacture 

and sale of high-performance plastics. Sales: €45.5 million. 

Employees: 319.

l Saint-Gobain Adfors France. Sales: €19.5 million. 

Employees: 14.

Saint-Gobain Abrasifs (France): coated abrasives, grinding 

wheels and superabrasives. Sales: €149.2 million. 

Employees: 505.

Saint-Gobain Isover: glass wool and stone wool insulation 

products. Sales: €396.4 million. Employees: 942. 

Subsidiaries:

l Saint-Gobain Eurocoustic: stone wool insulation products 

and ceiling tiles. Sales: €66.9 million. Employees: 187.

l Saint-Gobain Ecophon SA: acoustic ceilings. 

Sales: €4.2 million. Employees: 32.

l Plafométal: metal ceilings. Sales: €30.5 million. 

Employees: 94.

Placoplatre: plaster, plasterboard, insulation products 

and ceiling tiles. Sales: €573.4 million. Employees: 1,649.

Saint-Gobain Matériaux de Construction: holding 

company. Subsidiary:

l Saint-Gobain Weber: industrial mortars. Sales: €2.4 billion.

Employees: 10,240. These figures include Weber and Maxit’s 

subsidiaries in 48 countries, including countries 

that are listed below.

Saint-Gobain PAM: ductile cast-iron pipes and hydraulic 

connectors for water-supply, irrigation and sewer networks; 

cast-iron products for the building industry. 

Sales: €675.1 million. Employees: 2,594. Subsidiary:

l Saint-Gobain Seva: industrial equipment, glass molds, 

fiberglass plates for insulation, door fittings. 

Sales: €60.5 million. Employees: 293.

Partidis: building materials distribution. Sales: €8.2 billion. 

Employees: 30,986. Subsidiaries:

l Point.P: France, Belgium. Building materials distribution 

through:

- 11 regional companies (Brittany, Central France, Eastern 

France, Paris region, Loire region, Languedoc Midi-Pyrénées, 

Northern France, Normandy, Provence-Alpes-Côte d’Azur, 

Rhône-Alpes, South-West France);

- 8 national companies (Brossette, DSC, DAI, Asturienne, 

DMBP, PUM Plastiques, DMTP, Eurobéton) and a company 

in Belgium.

2,078 sales outlets (2,065 in France and 13 in Belgium).
SAINT-GOBAIN Registration document 2012 • 207

main subsidiaries

l La Plateforme du Bâtiment: 54 platforms in France.

l Lapeyre: distribution of home improvement products 

under the following brands: Lapeyre-La Maison, DISTRILAP, 

K par K, GIMM, Cougnaud, Cordier, Lagrange, Poreaux, 

Pastural and Technifen (France), Contrumega-Megacenter 

(Brazil), 141 sales outlets (134 in France, 4 in Belgium, 

3 in Switzerland).

Saint-Gobain Emballage: glass containers (bottles and 

industrial jars). Sales: €709.9 million. Employees: 1,877. 

Subsidiaries:

l VOA Verrerie d’Albi: glass containers (bottles). 

Sales: €99.9 million. Employees: 314.

l Saga Décor: decoration of bottles and jars. 

Sales: €11.7 million. Employees: 117.

Verallia: holding company.

Spafi: holding company.

Vertec: holding company.

CENTRAL AND NORTHERN EUROPE

Germany

Saint-Gobain Glass Deutschland GmbH: flat glass and flat 

glass products. Sales: €321.2 million. Employees: 967.

Saint-Gobain Deutsche Glas GmbH: holding company 

controlling various companies active in construction glass 

products manufacturing and distribution. 

Sales: €262.1 million (including subsidiaries). 

Employees: 1,600 (including subsidiaries).

Saint-Gobain Sekurit Deutschland Beteiligungen GmbH:

management company for Saint-Gobain Sekurit Deutschland 

KG and other equity interests. Subsidiaries:

l Saint-Gobain Autover Deutschland GmbH which itself owns 

Freudenberger Autoglas GmbH.

l Faba Autoglas Technik GmbH: automotive glass products.

Saint-Gobain Sekurit Deutschland KG: automotive glass. 

Sales: €243.2 million. Employees: 1,353. These figures 

include those of Faba Autoglas Technik KG: tempered glass.

Saint-Gobain Autover Deutschland: replacement glass. 

Sales: €54.7 million. Employees: 157.

Avancis GmbH and Co. KG: photovoltaic modules. 

Employees: 414.

SEPR Keramik GmbH & Co. KG: holding company. 

Subsidiaries:

l Saint-Gobain Performance Plastics Isofluor GmbH: 

fluoropolymer pipes. Sales: €8.7 million. Employees: 67. 

Subsidiaries: - Saint-Gobain Performance Plastics Pampus 

GmbH: high-performance plastics for the medical 

and automotive industries, industrial equipment. 

Sales: €78.5 million. Employees: 353; 

- Saint-Gobain PPL MG Sil. Sales: €14.6 million. 

Employees: 101.

l Saint-Gobain IndustrieKeramik Roedental: 

high-performance refractory products. Sales: €74.8 million. 

Employees: 639.

l Saint-Gobain Performance Plastics Cologne. 

Sales: €3.2 million.

l Saint-Gobain Ceramic Materials GmbH. Sales: €40.7 million. 

Employees: 40.

Saint-Gobain Schleifmittel GmbH/Saint-Gobain 

Abrasifs GmbH: industrial superabrasives and grinding 

wheels. Sales: €134.5 million. Employees: 741.

Saint-Gobain Isover G + H AG: mineral fibers and foams 

for thermal and acoustic insulation and fireproofing. 

Sales: €368 million. Employees: 1,182. These figures include 

Superglass Dämmstoffe GmbH: insulating materials 

distribution.

Saint-Gobain Rigips GmbH: plaster, plasterboard, 

insulation products and ceiling tiles. Sales: €281.4 million. 

Employees: 822.

Saint-Gobain PAM Deutschland GmbH: pipe systems 

for the building industry. Holding company. 

Sales: €105.1 million. Employees: 338. Subsidiary:

l Saint-Gobain HES GmbH: ductile cast-iron pipes. 

Sales: €31.9 million. Employees: 28.

Saint-Gobain Building Distribution Deutschland GmbH:

building materials distribution (254 outlets). Sales: €2 billion. 

Employees: 5,423.

Schäfer: roofing materials distribution.

Saint-Gobain Oberland AG (96.7%): listed on the Frankfurt, 

Munich and Stuttgart stock exchanges: glass containers 

(bottles and industrial jars). Sales: €374.8 million. 

Employees: 1,512. Subsidiary:

l GPS Glas Produktions-Service: machines for the glass 

containers industry. Sales: €20.9 million. Employees: 86.

Austria

Eckelt Glas GmbH: flat glass products. Sales: €40.5 million. 

Employees: 214.

Glas Ziegler. Sales: €22.4 million. Employees: 115.

Saint-Gobain Adfors Austria GmbH: paintable wall 

coverings. Sales: €15 million. Employees: 73.

Saint-Gobain Isover Austria AG: insulating materials. 

Sales: €42.8 million. Employees: 176.

Rigips Austria GmbH: plaster, plasterboard, insulation 

products and ceiling tiles. Sales: €65.5 million. 

Employees: 225.
SAINT-GOBAIN Registration document 2012 • 208

main subsidiaries

Belgium

Saint-Gobain Glass Benelux SA: flat glass and flat glass 

products. Sales: €98.9 million. Employees: 318. Subsidiaries:

l Hanin Miroiterie.

l Techniver. Sales: €2.9 million.

l Saint-Gobain Glass Solutions Belgium. Sales: €72.3 million. 

Employees of subsidiaries: 377.

Saint-Gobain Sekurit Benelux SA: automotive glass 

products. Sales: €42.4 million. Employees: 247. Subsidiary:

l Saint-Gobain Autover Distribution SA. Sales: €98.9 million. 

Employees: 116.

Saint-Gobain Abrasives NV. Sales: €10.2 million. 

Employees: 17.

Saint-Gobain Matériaux Céramiques Benelux SA: silicon 

carbide and corundum for the refractory and abrasives 

industries. Sales: €31.6 million. Employees: 30.

Saint-Gobain Performance Plastics Chaineux SA 

and Saint-Gobain Performance Plastics Kontich NV:

manufacture and sale of high-performance plastics. 

Sales: €48.1 million. Employees: 223.

Saint-Gobain Construction Products Belgium NV:

plaster, plasterboard and insulation products. 

Sales: €139.5 million. Employees: 212.

Saint-Gobain Pipe Systems Belgium: Sales: €38.3 million. 

Employees: 27.

Luxembourg

Saint-Gobain Abrasives SA (Luxembourg):

diamond-tipped tools, disks and drills, asphalt cutters 

for the construction and civil engineering industries. 

Sales: €11.7 million. Employees: 95.

Saint-Gobain Solar Systems SA Luxembourg:

solar solutions. Employees: 37.

Netherlands

Sas Van Gent Glasfabriek BV: reflective glass, enameled 

glass and tempered glass. Sales: €12.6 million. 

Employees: 88.

Koninklijke Saint-Gobain Glass NV: construction glass 

products manufacturing and distribution. 

Sales: €87.3 million. Employees: 384 (including subsidiaries).

Saint-Gobain Autover International BV: replacement 

automotive glass distribution. Sales: €25.8 million. 

Employees: 33.

Saint-Gobain Abrasives Nederland: holding company. 

Subsidiary:

l Saint-Gobain Abrasives BV: thin grinding wheels and 

coated abrasives. Sales: €108.5 million. Employees: 242.

Saint-Gobain Construction Products Nederland BV:

plaster, plasterboard, insulation products, acoustic ceilings 

and paintable wall coverings. Sales: €147.1 million. 

Employees: 411.

Saint-Gobain Cultilène BV: glass wool and stone wool 

products for hydroponic (soil-less) cultivation. 

Sales: €33.2 million. Employees: 58.

Saint-Gobain Distribution The Netherlands BV: building 

materials distribution in the Netherlands (43 outlets). 

Sales: €339.6 million. Employees: 980.

Galvano Groothandel BV: plumbing and heating supplies 

distribution. Sales: €57.8 million. Employees: 130.

Van Keulen: interior solutions and fitted kitchens. 

Sales: €20.5 million. Employees: 61.

Saint-Gobain Nederland Beheer BV: holding company.

Saint-Gobain Nederland BV: finance company.

NORDIC COUNTRIES AND BALTIC STATES

Denmark

€1 = DKK 7.44377

Saint-Gobain Glass Nordic A/S: insulating and tempered 

glass. Sales: €28.2 million. Employees: 153.

Saint-Gobain Isover A/S: insulation products. 

Sales: €46.3 million. Employees: 194.

Saint-Gobain Ecophon A/S: acoustic products. 

Sales: €2.6 million. Employees: 17.

Gyproc A/S: plasterboard and ceiling tiles. 

Sales: €37.7 million. Employees: 141.

Finland

Saint-Gobain Glass Finland Oy: construction and 

automotive glass products manufacturing and distribution. 

Sales: €22.9 million. Employees: 143.

Saint-Gobain Construction Products Finland: plaster, 

insulation products, acoustic products. Sales: €110 million. 

Employees: 391.

Saint-Gobain Pipe Systems Oy: pipe systems. 

Sales: €13.9 million. Employees: 30.

Norway

€1 = NOK 7.47555

Saint-Gobain Böckmann A/S: insulating glass and 

replacement glass. Sales: €62.9 million. Employees: 323.

Saint-Gobain Ceramic Materials A/S: silicon carbide 

products. Sales: €50.1 million. Employees: 204.
SAINT-GOBAIN Registration document 2012 • 209

main subsidiaries

Gyproc A/S: plaster and plasterboard products. 

Sales: €34.1 million. Employees: 77.

Saint-Gobain Byggevarer A/S: pipe systems and industrial 

mortars. Sales: €140.1 million. Employees: 282.

Optimera A/S: building materials distribution (77 outlets). 

Sales: €794.2 million. Employees: 2 376.

Sweden

€1 = SEK 8.70643

Saint-Gobain Emmaboda Glas AB: insulating 

and tempered glass. Sales: €34 million. Employees: 150.

Saint-Gobain Sekurit Scandinavia AB: tempered 

and laminated automotive glass. Sales: €64.5 million. 

Employees: 151.

Saint-Gobain Autover Direktglas AB: replacement glass. 

Sales: €15.6 million. Employees: 70.

Saint-Gobain Abrasives AB: abrasives. 

Sales: €18.8 million. Employees: 23.

Gyproc AB: plaster and plasterboard products. 

Sales: €49.8 million. Employees: 115.

Scanpac: plaster. Sales: €29.8 million. Employees: 51.

Saint-Gobain Isover AB: insulation products. 

Sales: €99.8 million. Employees: 378.

Saint-Gobain Ecophon AB: acoustic ceilings. 

Sales: €185.8 million. Employees: 403.

Saint-Gobain Distribution Nordic AB: plumbing 

and heating supplies distribution under the Dahl brand 

in Sweden, Norway, Denmark, Finland, Romania and Estonia 

(325 outlets). Sales: €2.8 billion. Employees: 5,272.

Estonia

Saint-Gobain Glass Eesti A/S: replacement windshields, 

construction glass products manufacturing and distribution. 

Sales: €54.7 million. Employees: 452.

Saint-Gobain Ehitustooted Eesti A/S: insulation products, 

plasterboard and industrial mortars. Sales: €24 million. 

Employees: 52.

Optimera Estonia: building materials distribution 

(15 outlets). Sales: €64.8 million. Employees: 442.

Latvia

€1 = LVL 0.69729

SIA-Saint-Gobain Celtniecibas Produkti: insulation 

products, plasterboard and industrial mortars. 

Sales: €8.9 million. Employees: 24.

Lithuania

€1 = LTL 3.4528

UAB Saint-Gobain Statybos Gaminiai: insulation 

products, plasterboard and industrial mortars. 

Sales: €10.3 million. Employees: 49.

POLAND, BULGARIA AND ROMANIA

Poland

€1 = PLN 4.18424

Saint-Gobain Glass Polska Sp zoo: flat glass, glass 

products for household appliances and photovoltaic glass. 

Sales: €162.3 million. Employees: 832.

Glaspol Sp zoo: construction glass and furniture glass 

products manufacturing and distribution. 

Sales: €79.3 million. Employees: 749.

Saint-Gobain Sekurit Hanglas Polska Sp Zoo: automotive 

and other transportation glass. Sales: €173.4 million. 

Employees: 1,565.

Saint-Gobain HPM Polska Sp Zoo: glass veil, 

high-performance plastics and abrasive grinding wheels. 

Sales: €104.8 million. Employees: 858.

Saint-Gobain Construction Products Polska: plaster, 

plasterboard, insulation products, ceiling tiles, piping 

systems and industrial mortars. Sales: €169.6 million. 

Employees: 912.

Saint-Gobain Dystrybucja Budowlana Sp Zoo: building 

materials distribution (108 outlets). Sales: €224.3 million. 

Employees: 1,169.

Bulgaria

€1 = BGL 1.9558

Saint-Gobain Construction Product Eood: plaster, 

plasterboard, insulation products and industrial mortars. 

Sales: €12.7 million. Employees: 90.

Romania

€1 = RON 4.45774

Saint-Gobain Glass Romania SRL: flat glass. 

Sales: €59.6 million. Employees: 252.

Saint-Gobain Construction Products Romania SRL:

plaster, plasterboard and stone wool manufacturing 

and marketing, pipe distribution, industrial mortars 

manufacturing and marketing. Sales: €62 million. 

Employees: 488.
SAINT-GOBAIN Registration document 2012 • 210

main subsidiaries

CZECH REPUBLIC, SLOVAKIA AND HUNGARY

EAST-ADRIATIC

Czech Republic

€1 = CZK 25.14487

Saint-Gobain Sekurit CR Spol S.R.O.: laminated glass 

for the automotive industry. Sales: €79.1 million. 

Employees: 583.

Saint-Gobain Adfors CZ S.R.O.: Sales: €203.5 million. 

Employees: 1,490 (including subsidiaries).

Saint-Gobain Abrasives S.R.O.: abrasives distribution. 

Sales: €9 million. Employees: 33.

Saint-Gobain Construction Products CZ S.R.O.: plaster, 

plasterboard, insulation products, stone wool insulating 

materials and ceiling tiles. Sales: €151.8 million. 

Employees: 776.

Saint-Gobain PAM CZ S.R.O.: foundry. Sales: €23.2 million. 

Employees: 132.

Saint-Gobain Building Distribution CZ: building material, 

tile and sanitaryware distribution (52 outlets). 

Sales: €103 million. Employees: 537.

Slovakia

Nitrasklo A.S.: construction glass products manufacturing 

and distribution. Sales: €12.8 million. Employees: 97.

Saint-Gobain Construction Products Slovakia:

manufacturing of plaster, plasterboard, insulation 

and ceiling tile products, pipe distribution, industrial mortars 

manufacturing and marketing. Sales: €51.8 million. 

Employees: 230.

W.A.W. Spol S.R.O.: tile and sanitaryware distribution 

(9 outlets). Sales: €6.9 million. Employees: 60.

Hungary

€1 = HUF 289.34619

Saint-Gobain Construction Products Hungaria: plaster, 

plasterboard, insulation products and industrial mortars. 

Sales: €33.7 million. Employees: 208.

Saint-Gobain Distribution of Construction Materials 

Hungary: building materials distribution (30 outlets). 

Sales: €39.2 million. Employees: 305.

RUSSIA, UKRAINE AND CIS COUNTRIES

Russia

€1 = RUB 39.92394

Saint-Gobain Construction Products Russia: insulation 

products, plaster, plasterboard and industrial mortars. 

Sales: €220.8 million. Employees: 757.

Zao Zavod Minplita: Sales: €30.5 million. Employees: 374.

Kavminsteklo Zao (94.9%): glass containers. 

Sales: €43.4 million. Employees: 621.

Kamyshinsky Steklotarny (95.5%): glass containers. 

Sales: €46.1 million. Employees: 632.

Ukraine

€1 = UAH 10.39097

Saint-Gobain Construction Products Ukraine: insulation 

products, plaster and plasterboard. Sales: €11.5 million. 

Employees: 50.

Consumers Sklo Zorya (96.7%): glass containers. 

Sales: €40.2 million. Employees: 570.

SPAIN, PORTUGAL, MOROCCO AND ALGERIA

Spain

Saint-Gobain Cristaleria SA: construction glass, 

automotive glass, insulation materials (glass wool and stone 

wool) and photovoltaic glass. Sales: €361.1 million. 

Employees: 1 196. Subsidiaries:

l Saint-Gobain Autover: replacement automotive glass 

distribution.

l Saint-Gobain Wanner: thermal and acoustic insulation. 

Sales: €18.8 million. Employees: 185.

l Industrias del Cuarzo (Incusa): sand quarry. 

Sales: €14.7 million. Employees: 48.

l La Venecia Iberiaglass S.L. Sales: €32.1 million. 

Employees: 185.

La Veneciana: flat glass product and mirror glass 

manufacturing, distribution and installation. 

Sales: €29.1 million. Employees: 172.

Saint-Gobain Abrasivos: abrasive grinding wheels. 

Sales: €30 million. Employees: 122.

Saint-Gobain Performance Plastics España: manufacture 

and sale of high-performance plastics. Sales: €5.1 million. 

Employees: 45.

Saint-Gobain Adfors España. Sales: €11.7 million. 

Employees: 63.

Saint-Gobain Placo Iberica SA: plasterboard. 

Sales: €106 million. Employees: 524.

Saint-Gobain Transformados: mineral wool 

transformation and production for the acoustic and 

hydroponics markets. Sales: €11.6 million. Employees: 40.
SAINT-GOBAIN Registration document 2012 • 211

main subsidiaries

Saint-Gobain PAM España SA: ductile cast-iron pipes. 

Sales: €69.8 million. Employees: 244. Subsidiary:

l Saniplast: distribution of pipes and accessories. 

Sales: €31.5 million. Employees: 141.

Saint-Gobain Vicasa SA: glass containers (bottles and 

industrial jars). Sales: €322.4 million. Employees: 1,017. 

These figures include Saint-Gobain Montblanc SA: glass 

containers. Subsidiary:

l Vidrieras Canarias (41%): glass containers. 

Sales: €25.4 million. Employees: 88.

Portugal

Saint-Gobain Glass Portugal Vidro Plano SA:

construction glass, construction glass products, glass 

for household appliances. Sales: €36.4 million. 

Employees: 26. Subsidiary:

l Covipor-CIA Vidreira do Norte, Covilis and EVI-Pruducao 

de Energia: construction glass products. Sales: €23.5 million. 

Employees: 138.

Saint-Gobain Sekurit Portugal Vidro Automovel SA:

automotive glass products. Sales: €48.3 million. 

Employees: 205. Subsidiary:

l Saint-Gobain Autover Portugal (60%): replacement 

automotive glass distribution. Sales: €10.3 million. 

Employees: 102.

Saint-Gobain Abrasivos Lda: abrasives distribution. 

Sales: €6.9 million. Employees: 30.

Saint-Gobain PAM Portugal SA: pipe distribution. 

Sales: €9.5 million. Employees: 18.

Saint-Gobain Mondego SA: glass containers (bottles 

and industrial jars). Sales: €92.4 million. Employees: 238.

Morocco

€1 = 11.09376 MAD

Saint-Gobain Abrasivos Lda (85%): abrasives distribution. 

Sales: €9.1 million. Employees: 103.

Algeria

€1 = 99.7371 DZD

Alver Spa (99.4%): glass containers. Employees: 331.

UNITED KINGDOM, REPUBLIC OF IRELAND 

AND SOUTH AFRICA

United Kingdom

€1 = GBP 0.81113

Saint-Gobain Glassolutions Ltd: construction glass 

products manufacturing, distribution and installation 

(tempered glass, laminated glass, mirrors, insulating glass). 

Network of 25 sites, including 8 production facilities, 

throughout the UK. Sales: €139.6 million. Employees: 998.

Saint-Gobain Ceramics & Plastics Plc: holding company. 

Subsidiaries:

l Saint-Gobain Industrial Ceramics Ltd: high-temperature 

insulating fiber and refractory products. Sales: €10.3 million. 

Employees: 56.

l Saint-Gobain Performance Plastics Corby and Saint-Gobain 

Performance Plastics Tygaflor Ltd: heat-resistant hose, 

tubing and bundles for beverage-dispensing applications. 

Sales: €19.3 million. Employees: 45.

Rencol Tolerance Rings Ltd: Sales: €17.7 million. 

Employees: 124.

Saint-Gobain Abrasives Ltd. Sales: €45.1 million. 

Employees: 201. Bonded and coated abrasives, 

superabrasives (through various subsidiaries).

British Plaster Board (BPB Plc): plasterboard, construction 

plaster, other specialty plasters, insulation products 

and acoustic products. Sales: €547.4 million. 

Employees: 1,611 (including subsidiaries).

Celotex Group. Sales: €31.6 million. Employees: 170.

Saint-Gobain PAM Ltd: ductile cast-iron pipes and 

hydraulic connectors for water and sewer networks; 

hydraulic valves; cast-iron and steel municipal castings, 

cast-iron construction products. Sales: €92.4 million. 

Employees: 380.

Saint-Gobain Building Distribution Ltd.: building 

materials distribution (992 outlets in the United Kingdom 

and the Republic of Ireland). Sales: €2.8 billion. Employees: 

12,290 (including subsidiaries).

Saint-Gobain Plc: holding company. Subsidiaries:

l Saint-Gobain Glass UK Ltd: flat glass and flat glass 

products. Sales: €85.5 million. Employees: 197.

l Saint-Gobain Technical Fabrics UK Ltd.

Republic of Ireland

Saint-Gobain Performance Plastics Ireland: PTFE 

and silicone-coated fabrics, adhesive tapes. 

Sales: €22.4 million. Employees: 79.

Gypsum Industries Ltd Ireland: manufacturing of plaster, 

plasterboard, ceiling tiles, manufacturing and marketing 

of insulation products . Sales: €44.5 million. 

Employees: 149.
SAINT-GOBAIN Registration document 2012 • 212

main subsidiaries

South Africa

€1 = ZAR 10.55449

Saint-Gobain Abrasives Pty Ltd: coated abrasives, 

superabrasives, grinding wheels. Sales: €5.3 million. 

Employees: 98.

Saint-Gobain Construction Products South Africa Ltd:

manufacturing of plaster, plasterboard, ceiling tiles, 

pipe systems and industrial mortars, manufacturing 

and marketing of insulation products. Sales: €144.9 million. 

Employees: 944.

Donn South Africa Ltd (66.7%): plasterboard and ceiling 

tiles. Sales: €19.8 million. Employees: 89.

Saint-Gobain Pipelines South Africa: cast-iron parts. 

Sales: €14.2 million. Employees: 198.

ITALY, GREECE, EGYPT AND TURKEY

Italy

Saint-Gobain Glass Italia SpA: flat glass and flat glass 

products. Sales: €81.9 million. Employees: 262.

Saint-Gobain Sekurit Italia S.R.L: automotive glass 

products. Sales: €59.9 million. Employees: 239. Subsidiaries:

l S.G. Autover Italia S.R.L.

l Sicurglass Sud. Combined sales of the two subsidiaries: 

€40.4 million. Employees: 220.

Saint-Gobain Euroveder Italia SpA: tempered glass for 

household appliances. Sales: €22.6 million. Employees: 140.

Saint-Gobain Abrasivi SpA: abrasive grinding wheels. 

Sales: €76.3 million. Employees: 321.

SEPR Italia SpA: fused-cast refractory products. 

Sales: €28.3 million. Employees: 149.

Saint-Gobain Adfors Italia: manufacturing. 

Sales: €2.9 million. Employees: 13.

Saint-Gobain PPC Italia SpA: insulation products and 

sealing products (roofing materials, glass veil siding), plaster, 

plasterboard, ceiling tiles and industrial mortars. Sales: 

€231.6 million. Employees: 696.

Saint-Gobain PAM Italia SpA: ductile cast-iron pipes. 

Sales: €60.5 million. Employees: 89.

Vemac S.R.L: building materials distribution (11 outlets). 

Sales: €38.6 million. Employees: 155.

Saint-Gobain Vetri SpA: glass containers 

(bottles and industrial jars). Sales: €538.6 million. 

Employees: 1,198. These figures include those of Ecoglass: 

cullet collection and processing.

Greece

Autover Hellas. Sales: €6 million. Employees: 34.

Saint-Gobain Hellas ABEE: plaster manufacturing 

and marketing and pipe distribution. Sales: €9.1 million. 

Employees: 53.

Egypt

€1 = EGP 7.80457

Saint-Gobain Glass Egypt (80%): flat glass and flat glass 

products. Employees: 314.

BPB Placo Egypt for Industrial Investments Sae: plaster. 

Employees: 384.

Turkey

€1 = TRY 2.31463

Do ̆ganer Alci Madencilik Enerji: plasterboard products. 

Sales: €22.1 million. Employees: 103.

Izocam (47.5%): glass wool and stone wool. 

Sales: €141.6 million. Employees: 437.

Saint-Gobain Rigips Alci: plaster. Sales: €18.7 million. 

Employees: 105.

Saint-Gobain Weber Yapi: industrial mortars. 

Sales: €51.4 million. Employees: 259.

OTHER EUROPEAN COUNTRIES

Switzerland

€1 = CHF 1.20529

Vetrotech Saint-Gobain International AG: glass ceramic 

hobs and construction glass. Sales: €133.9 million. 

Employees: 291.

Rasta AG: Abrasives (thin grinding wheels). 

Sales: €18.5 million. Employees: 18.

Saint-Gobain Isover SA: insulation products manufacturing 

and marketing, fiberglass reinforcements distribution. 

Sales: €52 million. Employees: 164.

Rigips AG: plaster, plasterboard, insulation products and 

ceiling tiles. Sales: €71.5 million. Employees: 173.

KBS AG: industrial mortars. Sales: €31.8 million. 

Employees: 35.

Sanitas Troesch AG: fitted bathrooms and kitchens 

distribution (32 outlets). Sales: €479.6 million. 

Employees: 975.

International Saint-Gobain: holding company.
SAINT-GOBAIN Registration document 2012 • 213

principales filiales

NORTH AMERICA

United States

€1 = USD 1.28576

Saint-Gobain Corporation: holding company.

CertainTeed Corporation: insulation products and building 

materials, including:

l Roofing shingles for the homebuilding and renovation 

market.

l Roofing products for the commercial building market.

l Siding.

l Roofing granules.

l PVC pipe and exterior products 

(fencing, decking and railings).

Subsidiary:

l CertainTeed Ceilings : acoustic ceiling distribution.

Sales: €2.1 billion. Employees: 4,391.

CertainTeed Corporation sales and employees include 

CertainTeed Reinforcement Glass Materials, CertainTeed 

Ceilings and GS Roofing.

Saint-Gobain Glass Corporation: holding company. 

Subsidiaries:

l HCS Corporation, Vetrotech Saint-Gobain North America 

Inc. Total sales by the subgroup: €37 million. Employees: 98.

Sage Electrochromics Inc. (100%): electrochromic glass.

Employees: 137.

Saint-Gobain Autover Inc: replacement glass. Total sales 

by the subgroup: €9 million. Employees: 13.

Eurokera North America (50%): glass ceramic hobs. 

Sales: €21.2 million. Employees: 51.

Saint-Gobain Abrasives, Inc.: bonded abrasives, coated 

abrasives and superabrasives. Sales: €598.2 million. 

Employees: 2,941. These figures include Saint-Gobain 

Universal Superabrasives, Inc. and its main subsidiaries 

in the United States, Canada, Mexico and New Zealand.

Saint-Gobain Ceramics & Plastics, Inc.: technical ceramics, 

chemical process products, high-performance plastics, 

fused-cast refractory products, special ceramic grains 

and silicon carbide products (businesses conducted directly 

or through subsidiaries). Sales: €1.2 billion. 

Employees: 4,377.

Saint-Gobain Adfors America: industrial reinforcements. 

Sales: €94.9 million. Employees: 330.

Norandex Building Materials Distribution: building 

materials distribution (104 outlets), vinyl siding production. 

Sales: €312.6 million. Employees: 806.

Meyer International Inc. Sales: €44.4 million. 

Employees: 184.

CertainTeed Gypsum & Ceilings USA: plaster, plasterboard 

and ceiling tiles. Sales: €296.1 million. Employees: 725.

Saint-Gobain Containers, Inc.: glass containers 

(bottles and jars). Sales: €1.3 billion. Employees: 4,277. 

Subsidiary:

l GPS America. Sales: €26.6 million. Employees: 64.

Canada

€1 = CAD 1.28484

Saint-Gobain Adfors Canada Ltd: industrial door 

and window parts. Sales: €12.3 million. Employees: 59.

Saint-Gobain Ceramic Materials Canada Inc.: abrasive 

grains. Sales: €19.8 million. Employees: 35.

Decoustics: acoustic products. Sales: €15.4 million. 

Employees: 94.

CertainTeed Gypsum Canada, Inc.: plasterboard. 

Sales: €221 million. Employees: 537.

CertainTeed Insulation: insulation products. 

Sales: €37.9 million. Employees: 199.

MEXICO, COLOMBIA, ECUADOR, PERU

AND VENEZUELA – CENTRAL AMERICA

Mexico

€1 = MXN 16.90812

Saint-Gobain Mexico: flat glass and flat glass products, 

automotive glass and tempered glass for household 

appliances. Sales: €252 million. Employees: 1,657.

Saint-Gobain America (Mexico): insect screens and coated 

abrasives. Sales: €65.2 million. Employees: 744.

Saint-Gobain Gypsum SA de CV: Sales: €9.1 million. 

Employees: 86.

Colombia

€1 = COP 2.31054

Saint-Gobain Sekurit de Colombia (94.8%): automotive 

and construction glass. Sales: €28.7 million. Employees: 239.

Saint-Gobain Abrasivos Colombia: coated abrasives 

and grinding wheels. Sales: €21.6 million. Employees: 83.

FiberGlass Colombia: glass wool for the building 

and manufacturing industries. Sales: €28.3 million. 

Employees: 194.

PAM Colombia SA: water supply pipe distribution. 

Sales: €7.4 million. Employees: 11.
SAINT-GOBAIN Registration document 2012 • 214

main subsidiaries

Venezuela

€1 = VEF 5.52131

Saint-Gobain Sekurit: automotive glass distribution. 

Sales: €2.5 million. Employees: 2.

Saint-Gobain Abrasivos CA: coated abrasives and grinding 

wheels. Sales: €14.8 million. Employees: 87.

Saint-Gobain Materiales Ceramicos CA: silicon carbide. 

Sales: €11.4 million. Employees: 43.

Fibras Fivenglass SA: insulation products distribution. 

Sales: €3.6 million. Employees: 12.

BRAZIL, ARGENTINA AND CHILE

Brazil

€1 = BRL 2.50960

Saint-Gobain Do Brazil Ltda: construction and automotive 

glass and glass products, fiberglass insulation, reinforcement 

products, ceramic products, plastics, grains and powders, 

high-performance plastics, bonded and coated abrasives, 

refractory products, silicon carbide and tile adhesives. 

Sales: €1.1 billion. Employees: 6,011. Subsidiaries:

l Mineraçao Jundu (50%): quarry operator. 

Sales: €22.2 million. Employees: 161.

l Cebrace (50%): flat glass and flat glass products. 

Sales: €407.9 million. Employees: 1,038.

Placo Do Brazil (55%): plaster and plasterboard products. 

Sales: €55.2 million. Employees: 161.

Saint-Gobain Vidros SA: glass containers 

(bottles and industrial jars). Sales: €168.6 million. 

Employees: 725.

Saint-Gobain Canalização: ductile cast-iron pipes 

and connectors. Sales: €182.4 million. Employees: 1 332.

Saint-Gobain Distribuiçao Brasil Ltda: building materials 

distribution (38 outlets). Sales: €528.3 million. 

Employees: 3,478.

Argentina

€1 = ARS 5.84407

Vidriería Argentina (VASA) (49%): construction glass. 

Sales: €67.6 million. Employees: 177.

Saint-Gobain Abrasivos Argentina and Abrasivos 

Argentina: bonded abrasives, coated abrasives and masking 

tape. Sales: €54.6 million. Employees: 324.

Saint-Gobain Argentina SA: plaster, plasterboard, 

fiberglass insulation and reinforcement products, automotive 

glass distribution and pipe product and industrial mortar 

marketing. Sales: €127.9 million. Employees: 578.

Barugel Azulay: sanitaryware, tile and fitted kitchen 

distribution (7 outlets). Sales: €42.1 million. Employees: 232.

Rayen Cura Saic (60%): glass containers (bottles). 

Sales: €100.4 million. Employees: 365.

Chile

€1 = CLP 625.03041

Inversiones Float Chile Ltda (49%): flat glass and flat glass 

products. Subsidiary:

l Vidrios Lirquen (51.5%): flat glass and flat glass products. 

Sales: €25.7 million. Employees: 106.

Saint-Gobain Envases SA : glass containers (bottles). 

Sales: €24.7 million. Employees: 175.

ASIA-PACIFIC

Australia

1€ = AUD 1.24142

Saint-Gobain Abrasives Australia Pty Ltd:

Sales: €72.5 million. Employees: 238.

China

€1 = CNY 8.10944

Saint-Gobain Hanglas Sekurit Shanghai Co. Ltd:

automotive and photovoltaic glass products. 

Sales: €119.4 million. Employees: 817.

Nanjing New Nanwoo Glass Industries Co. Ltd:

Sales: €40.7 million. Employees: 174.

Qingdao Saint-Gobain Hanglas Clfg Co. Ltd:

Sales: €34.5 million. Employees: 206.

Eurokera Guangzhou Co. Ltd (50%): glass ceramic hob 

finishing products.

Kunshan Yongxin Glassware Co. Ltd (60%): 

Sales: €26.4 million. Employees: 391.

SEPR Beijing (87.8%): fused-cast refractory products. 

Sales: €26.6 million. Employees: 363.

Saint-Gobain PPL Shanghai: Sales: €58.9 million. 

Employees: 422.

Saint-Gobain Abrasives Shanghai and Saint-Gobain 

Abrasives Suzhou: abrasive grinding wheels. 

Sales: €105.8 million. Employees: 621.

Saint-Gobain Proppants Guanghan Ltd.

Sales: €26.6 million. Employees: 208.

Saint-Gobain Ceramic Materials (Zhengzhou).

Sales: €27 million. Employees: 253.

Saint-Gobain Zirpro Handan Co Ltd. Sales: €31.8 million. 

Employees: 189.

Saint-Gobain Gypsum (Changzhou): plaster. 

Sales: €28.1 million. Employees: 120.
SAINT-GOBAIN Registration document 2012 • 215

main subsidiaries

Saint-Gobain Gypsum Materials Shanghai: plaster. 

Sales: €30.4 million. Employees: 176.

Saint-Gobain Isover Gu An: Sales: €7.8 million. 

Employees: 139.

Saint-Gobain Pipelines Co. Ltd.: ductile cast iron pipes. 

Sales: €163.7 million. Employees: 912.

Saint-Gobain Foundry Co. Ltd.: Sales: €11.3 million. 

Employees: 175.

DIP: ductile cast iron pipes. Sales: €56.1 million. 

Employees: 417.

Saint-Gobain (Xuzhou) Pipe Co. Ltd (Xuzhou General Iron 

and Steel Works): liquid cast iron production. Subsidiary:

l Xuzhou Everbright Ductile Iron Pipes Ltd. 

Sales: €249 million. Employees: 2,015.

Saint-Gobain Pipelines (Xuzhou) Co. Ltd:

Sales: €166.2 million. Employees: 647.

South Korea

€1 = KRW 1.44816

Hankuk Glass Industries Inc. (77.5%): listed on the Seoul 

stock exchange: flat glass. Sales: €178.5 million. 

Employees: 440. Subsidiaries:

l Hankuk Sekurit Limited (99.9%): automotive glass products. 

Sales: €124.6 million. Employees: 393.

l Hankuk Haniso. Sales: €54 million. Employees: 108.

Saint-Gobain PPL Korean Co. Ltd. Sales: €26.1 million. 

Employees: 70.

Indonesia

€1 = IDR 12,052.74688

PT Cipta Mortar Utama (51%): industrial mortars. 

Employees: 178.

PT Prima Rezeki Pertiwi (51%): industrial mortars. 

Employees: 138.

Saint-Gobain Winter Diamas (75%). Sales: €9.8 million. 

Employees: 264.

Saint-Gobain Abrasives Indonesia: Sales: €4.8 million. 

Employees: 63.

Japan

€1 = JPY 102.62952

Saint-Gobain K.K.: automotive glass, superabrasives, 

technical ceramics and high-performance plastics. 

Sales: €132.8 million. Employees: 244.

Saint-Gobain TM K.K. (60%): glass furnace refractories. 

Sales: €60.8 million. Employees: 175.

MAG Isover K.K. (99.9%): glass wool. Sales: €204.2 million. 

Employees: 404.

Malaysia

€1 = MYR 3.96902

Saint-Gobain Construction Products Malaysia Sdn:

plaster. Sales: €30.3 million. Employees: 146.

Singapore

€1 = SGD 1.60623

Saint-Gobain (SEA) Pte Ltd.: Sales: €15.6 million. 

Employees: 51.

Rencol MMI Technology Pte Ltd (51%): high-performance 

plastics. Sales: €7.9 million. Employees: 24.

Thailand

€1 = THB 39.94416

Saint-Gobain Sekurit Thailand (95%): automotive glass 

products. Sales: €81.8 million. Employees: 568.

Saint-Gobain Abrasives Thailand Ltd. Sales: €14 million. 

Employees: 156.

Thai Gypsum Products Plc (99.7%): plaster 

and plasterboard. Sales: €72.9 million. Employees: 383. 

Subsidiary:

l Bpb Asia Ltd.

Vietnam

€1 = VND 26,848.10975

Saint-Gobain Construction Products Vietnam: plaster. 

Sales: €24.5 million. Employees: 139.

INDIA, SRI LANKA AND BANGLADESH

India

€1 = INR 68.62792

Saint-Gobain Glass India Ltd (98.7%): flat glass and flat 

glass products. Sales: €248.9 million. Employees: 1,481.

Saint-Gobain Sekurit India Ltd, listed on the Mumbai 

stock exchange: construction and automotive glass products. 

Sales: €15.6 million. Employees: 189.

Grindwell Norton Ltd (51.6%), listed on the Mumbai stock 

exchange: abrasives, ceramics and high-performance 

plastics. Sales: €136.6 million. Employees: 1,620.

SEPR Refractories India Ltd: fused-cast refractory 

products. Sales: €31.2 million. Employees: 538.

Saint-Gobain Crystals & Detectors India Ltd.

Sales: €8 million. Employees: 94.

Saint-Gobain Gyproc India Ltd (99.8%): plaster 

and plasterboard. Sales: €75 million. Employees: 447.
SAINT-GOBAIN Registration document 2012 • 216

statement by the person responsible for the registration document and the annual financial report

STATEMENT

Statement by the person responsible for the Registration Document and the Annual Financial Report

“I hereby declare that, to the best of my knowledge, and having taken all reasonable care to ensure that such is the case, 

the information contained in the Registration Document is in accordance with the facts and contains no omission likely 

to affect its import.

I further declare that, to the best of my knowledge, the financial statements have been prepared in accordance 

with applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit 

or loss of Compagnie de Saint-Gobain and the undertakings in the consolidation taken as a whole, and that the management 

report (p. 45-116) includes a fair review of the development and performance of the business, profit or loss and financial 

position of the Company and the undertakings in the consolidation taken as a whole, together with a description 

of the principal risks and uncertainties they face.

I obtained a statement from the Statutory Auditors at the end of their audit in which they confirm that they verified 

the information regarding the financial position and the accounts contained herein, and read the entire Registration Document.”

Courbevoie,

March 27, 2013

Pierre-André de CHALENDAR

Chairman and Chief Executive Officer
SAINT-GOBAIN Registration document 2012 • 217

table of concordance

Table of Concordance

For the convenience of readers of this Registration Document, the following table provides an index to the main disclosures 

required by Annex 1 of European Commission Regulation (EC) 806/2004.

1 Person responsible for the Registration Document 216

2 Statutory Auditors 97

3 Selected financial information 4, 9, 53/55, 59/60

4 Risk factors

Legal risks 51, 113/115, 164/166

Industrial and environmental risks 113

Credit and/or counterparty risk 112, 154

Operational risks 110

Liquidity risks 111

Market risks 111/112, 152/154

Interest rate risk 111, 153

Currency risk 111/112, 153/154

Equity and other financial instrument risks 112, 154

Raw materials risk 112, 154

5 Information about the issuer

History and development of the issuer 6/8

Investments 52, 163

6 Business overview

Principal activities 10/26

Principal markets 13, 15, 20, 23, 26

7 Organizational structure 170/172, 206/215

8 Property, plant and equipment 137, 163

9 Operating and financial review

Operating income 4, 9, 48/49, 53/55, 59/60, 120

10 Liquidity and capital resources 67, 122/123, 140/141, 155/157

11 Research and development, patents and licences 27/32

12 Trend information 53/62

13 Profit forecasts or estimates NA

14 Administrative, management and supervisory bodies and senior management 73/75, 95/96

15 Remuneration and benefits 85/94, 167, 198/199

16 Board practices 80/85

17 Employees

17.1 Average number of employees

Consolidated companies 9, 167

Compagnie de Saint-Gobain 198

17.2 Shareholdings and stock options

Shareholdings 66, 69/70, 142/145, 189/190

Stock options 141/142, 186/189

17.3 Arrangements for involving the employees in the capital of the issuer 69, 142/143, 189

18 Major shareholders 66

19 Related party transactions 167, 194

20 Financial information concerning the issuer's assets and liabilities, financial position and profits and losses

20.1 Historical financial information 9

20.2 Pro forma financial information NA

20.3 Financial statements 117/172, 175/201

20.4 Auditing of the historical annual financial statements 173/174, 202/203

20.5 Age of latest financial information 71

20.6 Interim and other financial information NA

20.7 Dividend policy 52, 73

20.8 Legal and arbitration proceedings 113/115

20.9 Significant change in the issuer's financial or trading position NA
SAINT-GOBAIN Registration document 2012 • 218

table of concordance

21 Additional information

21.1 Share capital

21.1.1 Amount of issued capital 66, 123, 140/141, 186, 205

(a) Number of shares authorized 189/190

(b) Number of shares issued and fully paid and issued but not fully paid 66, 123, 140/141, 186, 205

(c) Par value per share 66, 140/141, 186

(d) Number of shares outstanding at the beginning and end of the year 67, 186, 205

21.1.2 Shares not representing capital NA

21.1.3 Number, book value and face value of shares in the issuer held by or on behalf of the issuer itself 

or by subsidiaries of the issuer 52, 66, 70, 141, 184, 205

21.1.4 Convertible securities, exchangeable securities or securities with warrants NA

21.1.5 Acquisition rights and obligations over authorized but unissued capital 

or an undertaking to increase the capital 68/70, 140/145, 186/190

21.1.6 Capital of any member of the group which is under option or agreed conditionally or unconditionally to be put under option NA

21.1.7 History of share capital 67

21.2 Memorandum and Articles of Association

21.2.1 Issuer’s objects and purposes 72

21.2.2 Provisions of the issuer’s articles of association, statutes, charter or bylaws with respect 

to the members of the administrative, management and supervisory bodies 72/73, 80/85

21.2.3 Rights, preferences and restrictions attaching to each class of the existing shares 66

21.2.4 Action necessary to change the rights of holders of the shares, indicating where the conditions are most significant 

than is required by law NA

21.2.5 Conditions governing the manner in which annual general meetings and extraordinary general meetings 

of shareholders are called, including the conditions of admission 72/73

21.2.6 Provisions of the issuer's articles of association, statutes, charter or bylaws that would have an effect 

of delaying, deferring or preventing a change in control of the issuer 66

21.2.7 Provisions of the issuer’s articles of association, statutes, charter or bylaws governing the ownership threshold above 

which shareholder ownership must be disclosed 72

21.2.8 Conditions imposed by the memorandum and articles of association, statutes, charter 

or bylaw governing changes in the capital, where such conditions are more stringent than is required by law NA

22 Material contracts NA

23 Third party information and statements by experts and declarations of interest NA

24 Documents on display 71

25 Information on holdings 170/172, 206/215

The following information is incorporated by reference in the Registration Document:

l The consolidated financial statements and the parent company financial statements for the year ended December 31, 2011 

and the Statutory Auditors' reports on the consolidated financial statements and the parent company financial statements 

for the same period, and the Group management report, which are contained in Registration Document filed 

with the Autorité des Marchés Financiers on March 23, 2012 under no. D.12-0212.

l The consolidated financial statements and the parent company financial statements for the year ended December 31, 2010 

and the Statutory Auditors' reports on the consolidated financial statements and the parent company financial statements 

for the same period, and the Group management report, which are contained in Registration Document filed 

with the Autorité des Marchés Financiers on March 29, 2011 under no. D.11-0189.

For the convenience of readers of the Annual Financial Report, the following table provides an index to the main disclosures 

required by article L.451-1-2 of the French Monetary and Financial Code.

Information required in the Annual Financial Report Pages in this document

Statement by the person responsible for the Annual Financial Report 216

Management report 

Analysis of profits and losses, financial position and risks of the parent company and the consolidated group, 

and details of shareholder authorizations given to the Board of Directors to increase the capital 

of the parent company (art. L.225-100-2 of the French Commercial Code) 46/62, 68

Information that may have a bearing on a takeover bid, whose disclosure is required by art. L.225-100-3 of the French Commercial Code 69

Information about share buybacks (art. L.225-211, paragraph 2, of the French Commercial Code) 70

Other information 27/32, 34/44, 66, 72/96, 110/116, 204/205

Financial statements

Parent company financial statements 176/201

Statutory Auditors' report on the financial statements 202/203

Consolidated financial statements 118/172

Statutory Auditors' report on the consolidated financial statements 173/174
SAINT-GOBAIN Registration document 2012 • 219

main adresses

COMPAGNIE

DE SAINT-GOBAIN

France

Head Office

INNOVATIVE 

MATERIALS

CONSTRUCTION 

PRODUCTS

BUILDING 

DISTRIBUTION

PACKAGING

CENTRAL EUROPE

NORDIC & BALTIC 

COUNTRIES

UNITED KINGDOM

REPUBLIC OF IRELAND

& SOUTH AFRICA

SPAIN, PORTUGAL

& MOROCCO

POLAND, ROMANIA, 

BULGARIA

CZECH REPUBLIC, 

SLOVAKIA,HUNGARY 

& EASTERN ADRIATIC 

REGION

Head office

Les Miroirs

18. avenue d’Alsace

F-92400 Courbevoie

Mailing address: Les Miroirs

92096 La Défense Cedex

France

Tel.: +33 (1) 47 62 30 00

www.saint-gobain.com

Flat glass

Tel.: +33 (1) 47 62 34 00

High-Performance Materials

Tel.: +33 (1) 47 62 37 00

Tel.: +33 (1) 47 62 45 00

Tel.: +33 (1) 47 62 53 00

Tel.: +33 (1) 47 62 38 00

General Delegation

Viktoriaallee 3-5

52066 Aachen

Germany

Tel.: +49 (241) 51 60

www.saint-gobain.de

General Delegation

Robert Jacobsens Vej 62A

2300 Copenhagen

Denmark

Tel.: +45 70 300 688 

General Delegation

Saint-Gobain House

Binley Business Park

Coventry CV3 2TT

United Kingdom

Tel.: +44 (0) 2476 56 0700

www.saint-gobain.co.uk

Office in South Africa

Regional Head Office 

77 Ostend Road

Germiston South 

South Africa

Tel.: +27 (0) 11 345 5300

www.saint-gobain.co.za

Address as of June 2013:

General Delegation

C/ Principe de Vergara 132

28002 Madrid - Spain

Tel.:+34 (91) 397 20 00

General Delegation in Poland

Iris

Ul. Cybernetyki 9

02-677 Warsaw 

Poland

Tel.: +48 (22) 653 79 00

www.saint-gobain.pl

Office in Romania

str Tipografilor 11 – 15, S-Park.

Building B3 – B4, 3rd floor

013714 Bucharest

Romania

Tel.: + 40 21 207 57 00

www.saint-gobain.ro

Office Czech Republic 

(Central Europe area)

Počernicka 272/96

Prague 108 03

Czech Republic

Tel.: + 420 296 411 758

www.saint-gobain.cz
SAINT-GOBAIN Registration document 2012 • 220

main addresses

ITALY, EGYPT, GREECE

& TURKEY

RUSSIA, UKRAINE

& CIS COUNTRIES

NORTH AMERICA

BRAZIL, ARGENTINA

& CHILE

MEXICO, CENTRAL 

AMERICA,VENEZUELA, 

COLOMBIA, ECUADOR & 

PERU

ASIA-PACIFIC

INDIA, SRI LANKA

& BANGLADESH

General Delegation

Via E. Romagnoli, 6

20146 Milan

Italy

Tél.: +39 (0) 2 42 431

www.saint-gobain.it

Office in Egypt

66, Cornish einil,

Zahret ElMaadi Tower, 

Maadi - Heiwan

Egypt

Tél.: +202 (252) 88 070

General Delegation

Lefort Business Centre

Street Elektrozavodskaya, 27 Bld. 3D.

107023 Moscow 

Russia

Tél.: +7 (499) 929 55 70

www.saint-gobain.com

General Delegation

750 E Swedesford Road

PO Box 860

Valley Forge, PA 19482-0101

United States

Tél.: +1 (610) 341 70 00

www.saint-gobain-northamerica.com

General Delegation

Avenida Santa Marina, 482

Agua Branca

SP 05036-903 São Paulo

Brazil

Tél.: +55 (11) 2246 7622

www.saint-gobain.com.br

General Delegation

Horacio no. 1855-502

Colonia Polanco

11510 Mexico DF

Mexico

Tél.: +52 (55) 52 79 16 00

www.saint-gobain.com.mx

General Delegation

1701, Ocean Tower

550 Yan An East Road

Shanghai 200001

People’s Republic of China

Tél.: +86 (21) 63 61 88 99

www.saint-gobain.com.cn

Office in Japan

Saint-Gobain Bldg

3-7 Kojimachi, Chiyoda-ku

102-0083 Tokyo

Japan

Tél.: +81 (3) 32 88 63 10

www.saint-gobain.co.jp

Office in South Korea

Youngpoong Building 15th Floor, 

33, Seorin-dong, 

Jongno-gu

Seoul 110-752

South Korea

Tél.: +82 2 3706 9071

www.hanglas.co.kr

Office in Thailand

(Southeast Asia)

127, Gypsum Metropolitan Tower

539/2, Si Ayutthaya Road,

Thanonphayathai, Ratchathewi

Bangkok 10400

Thailand

Tél.: +66 2 640 8721

www.saint-gobain.co.th

Office in Australia 

15 Edgars Road, 

Thomastown

VIC 3074 Australia

Tél.: +61 3 93 58 61 00

www.saint-gobain.com.au

General Delegation

Level 5, Leela Business Park,

Andheri Kurla Road,

Andheri (East)

Mumbai - 400059

India

Tél.: + 91 (022) 40 21 21 21

www.saint-gobain.co.in
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