MANAGEMENT’S DISCUSSION AND ANALYSIS

In 2012, the Group’s consolidated sales totaled 84,179 million pesos, up 6.3% over the previous year, due to solid 22.2% and 8.2% sales performances from the Infrastructure and Commercial divisions, respectively.

Operating income increased by 32.2% in 2012, totaling $9,260 million pesos, while operating margin rose by 2.2 percentage points, representing 11.0% of sales. These results reflected reductions of 1.6 and 0.1 percentage points in sales costs and consolidated operating expenses, respectively.

On the other hand, EBITDA increased 27.3%, moving up from $8,330 million pesos in 2011 to $10,605 million pesos in 2012, accompanied by an EBITDA margin of 12.6%, a 2.1 percentage point increase with respect to sales.

The improvement in operating results was attributable to the positive performance of the three divisions, particularly Carso Infraestructura y Construcción, and, to a lesser extent, Grupo Sanborns and Grupo Condumex.

With regard to financial results, we recorded a positive overall financing result of $387 million pesos, compared to the cost of $1,133 million posted in 2011, which included higher interest payments and the booking of exchange rate and derivatives losses.

Consolidated net income came to $7,640 million pesos in 2012, up $3,319 million pesos, yielding a significant growth rate of 76.8% over the 2011 net income figure.

On December 31, 2012, total debt stood at $14,413 million pesos, 33.9% higher than the overall debt level reported at the close of the previous year. Net debt was $9,314 million pesos, compared to $5,752 million pesos at the close of 2011. Despite the increase in overall debt, the Group’s financial condition remains sound, with a net debt to EBITDA ratio of 0.9 times and interest coverage measured as EBITDA over financing expenses of 13.0 times.

The company has two stock certificate programs: i) a short-term program authorized in June of 2011 for up to $5,000 million pesos, of which no amount had been issued through the end of the year, and ii) a short- and long-term program authorized in February of 2012, also for $5,000 million pesos or its equivalent in U.S. dollars, which has been fully utilized.

One of the division’s most significant corporate events occurred in February of 2013 when Grupo Sanborns, a Grupo Carso subsidiary, reported on its IPO issue of 405.3 million common “B-1” series shares at a unit price of $28.00 pesos. The issue increased the company’s subscribed capital to $11,349 million pesos.

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