2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

4PARENT COMPANY FINANCIAL STATEMENTSNotes to the income statement and balance sheetNOTE 12. PROVISIONSBreakdown€ millions 2010 2009Provisions for foreign exchange losses 1.4 1.6Provisions for potential repayment of income tax saving - 82.1Provision for Exito equity swap (1) - 16.5Provision for other liabilities (2) 74.2 78.6Provisions for charges 20.6 15.1TOTAL 96.2 193.9(1) On 19 December 2007, Casino announced an amendment to the shareholders’ agreement entered into with Exito on 7 October 2005.On the same date, the minority shareholders of Suramericana de Inversiones S.A. and other Colombian strategic partners entered into reciprocal put and call options with Citi on theirinterests in Exito (5.8% and 4.4% respectively). On 8 January 2008, Grupo Nacional de Chocolates SA sold its interest in Exito to Citi. Consequently, these partners have renounced the putoption granted to them under the historical shareholders’ agreement with Casino, thereby releasing Casino from its commitment to purchase their stakes in Exito.Suramericana sold its 5.8% interest in Exito on 19 January 2010 for COP 21,804 per share.The put options on the 4.4% owned by other Colombian strategic partners are exercisable for a period of three months from 16 December 2010, 2011, 2012, 2013 and 2014. The calloption is exercisable by Citi for a period of three months from 16 March 2015. The exercise price of the options is the higher of:– a fi xed price of COP 19,477 per share, revalued for infl ation at +1%;– a multiple of EBITDA less net fi nancial debt;– a multiple of sales less net fi nancial debt;– the average quoted share price over the preceding six months.Concurrently with these transactions, on 8 January 2008 and 19 January 2010, Casino entered into a total return swap (TRS) with Citi on the interests in Exito acquired respectively fromChocolates and Suramericana, with net settlement due in cash. The TRS is valid for three years and three months. Casino also undertook to enter into a further TRS contract on thecombined interests of the other partners (4.4% in total) the call and put options referred to above.During the fi rst half of 2010, the Chocolates TRS was liquidated giving rise to a loss of €5 million.The Suramericana TRS contract states that Casino will receive the difference between the market price (sale price of Citi’s interest) and a minimum sum of COP 21,804 per share for theinterest sold by Suramericana, if positive, and will pay the difference to Citi if negative.The TRS on the 4.4% interest held by the other Colombian strategic partners will have the same terms and conditions as the Chocolates and Suramericana TRSs and will be effective fora maximum period of three years and three months from the date of exercise of the relevant call or put options.Casino will receive or pay as applicable the difference between the sale price of the interest on the market and the TRS entry price (i.e. the sale price paid by Citi to the minority shareholderson the basis described above).Casino has no contractual commitment nor the option to purchase the shares from Citi at maturity of the TRS (net settlement in cash).The main risk for Casino is that the sale price received by Citi at maturity of the TRS could be lower than the price paid by Citi to the Colombian shareholders, and that Casino couldbe obliged to pay Citi the difference, if negative, between the entry price (minority shareholders’ put exercise price) and the exit price (market sale price received by Citi).The risk has been measured on the basis of several factors:– the exercise price by the shareholders holding the 4.4% interest in Exito, which itself depends on when they elect to exercise their put according to their assessment of market conditionsand Exito’s future performance;– the term of each TRS, which is a maximum of three years and three months from the exercise date of the relevant put by the Colombian partners.– the market value of Exito shares on maturity of the TRSs.An independent bank has carried out several simulations to determine the best time for the minority shareholders to exercise their put options. It has also estimated the market value of Exitoshares at maturity of the TRSs using a multi-criteria approach based on forecast operating performance as set out in Exito’s business plan, investor expectations and Exito’s share price.Given the specifi c features of these TRSs and the estimated associated risk (the share price was COP 23,360 on 31 December 2010), the Group made a €17 million provision reversal at theyear-end, fully extinguishing the provision originally recognised. The “central case” (most probable) simulation gives a positive value of €18 million at the year-end, which is not recognisedin the fi nancial statements. The “high case” (more optimistic) and “low case” (less optimistic) simulations give a positive value of €31 million and €7 million respectively.(2) Provisions for contingencies mainly comprise tax risks (Casino has received tax reassessments for 2006, 2007 and 2008, which have been contested) and the risk related to the negativenet equity position of some Group subsidiaries.Movements during the period€ millions 2010 2009At 1 January 193.9 198.8Additions 9.0 26.8Reversals (1) (106.7) (31.7)At 31 December 96.2 193.9o/w operating (1.6) (1.8)o/w financial (0.3) (7.7)o/w non-recurring (95.8) 4.6TOTAL (97.7) (4.9)(1) Including reversals of surplus provisions totalling €126.6 million in 2010 and €11.1 million in 2009.142 Casino Group | Registration Document 2010