2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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3CONSOLIDATED FINANCIAL STATEMENTSNotes to the consolidated fi nancial statementsNet debt corresponds to borrowings and financial liabilities includingany associated hedges with a negative fair value, less (i) cash andcash equivalents, (ii) financial assets held for treasury managementpurposes and other similar investments, (iii) hedges of debt with apositive fair value and (iv) financial assets arising from a significantdisposal of non-current assets.Note 1.5.30. Other f inancial income and expenseThis item corresponds to financial income and expense that is notgenerated by net debt.It consists mainly of dividends from non-consolidated companies,gains and losses arising from remeasurement at fair value of financialassets other than cash and cash equivalents and of derivatives notqualifying for hedge accounting, gains and losses on disposal offinancial assets other than cash and cash equivalents, discountingadjustments (including to provisions for pensions and other postemploymentbenefit obligations) and exchange gains and losses onitems other than components of net debt.Cash discounts are recognised in financial income for the portioncorresponding to the normal market interest rate and as a deductionfrom cost of goods sold for the balance.Note 1.5.31. Income tax expenseIncome tax expense corresponds to the sum of the current taxes dueby the various Group companies and changes in deferred taxes.Qualifying French subsidiaries are generally members of a tax groupand file a consolidated tax return.Current tax expenses reported in the income statement correspondto the tax expenses of the parent companies of the tax groups andcompanies that are not members of a tax group.Deferred tax assets correspond to future tax benefits arising fromdeductible temporary differences, tax loss carryforwards and certainconsolidation adjustments that are expected to be recoverable.Deferred tax liabilities are recognised in full for:■■taxable temporary differences, except where the deferred taxliability results from recognition of a non-deductible impairmentloss on goodwill or from initial recognition of an asset or liabilityin a transaction which is not a business combination and, at thetime of the transaction, affects neither accounting profit nor taxableprofit or the tax loss; andtaxable temporary differences related to investments in subsidiaries,associates and joint ventures, except when the Group controls thetiming of the reversal of the difference and it is probable that it willnot reverse in the foreseeable future.Deferred taxes are recognised according to the balance sheetmethod and, in accordance with IAS 12, are not discounted. Theyare calculated by the liability method, which consists of adjustingdeferred taxes recognised in prior periods for the effect of any enactedchanges in the income tax rate.Effective from 1 January 2010, the French business tax (taxeprofessionnelle) has been replaced with two new levies which aredifferent in nature:■■the Cotisation Foncière des Entreprises (CFE), which is based onthe property rental values previously used to calculate the taxeprofessionnelle;the Cotisation sur la Valeur Ajoutée des Entreprises (CVAE), whichis based on the value added reported in the parent companyfinancial statements.The Group believes that the two new levies are different in nature:■■the CFE is very similar to the taxe professionnelle and has thereforebeen recognised as an operating expense in 2010;the CVAE, according to the Group’s analysis, meets the definitionof a tax on income as defined in IAS 12 and has been thereforerecognised under income tax since the year end 2010.Note 1.5.32. Earnings per shareBasic earnings per share are calculated based on the weighted averagenumber of shares outstanding during the period, excluding sharesissued in payment of dividends and treasury shares. Diluted earningsper share are calculated by the treasury stock method, as follows:■■numerator: earnings for the period are adjusted for interest onconvertible bonds and dividends on deeply subordinated perpetualbonds;denominator: the number of shares is adjusted to include potentialshares corresponding to dilutive instruments (equity warrants, stockoptions and share grants), less the number of shares that could bebought back at market price with the proceeds from the exercise ofthe dilutive instruments. The market price used for the calculationcorresponds to the average share price for the year.Equity instruments that will or may be settled in Casino, Guichard-Perrachon shares are included in the calculation only when theirsettlement would have a dilutive impact on earnings per share.Note 1.5.33. Segment informationAs required by IFRS 8 – Operating Segments, segment informationis now disclosed on the same basis as the Group’s internal reportingsystem.There are now six rather than seven operating segments, reflecting thenew internal organisation structure introduced in France on 1 January2010, split between France (Casino France, Monoprix, Franprix-LeaderPrice) and International (Latin America, Asia and Other Businesses).Segment information is presented in note 4.The new “Casino France” segment comprises all the French retailand real estate businesses other than Franprix-Leader Price andMonoprix.Segment information is provided on the same basis as presented inthe consolidated financial statements.Management evaluates the performance of its operating segmentson the basis of trading profit.72 Casino Group | Registration Document 2010
CONSOLIDATED FINANCIAL STATEMENTSNotes to the consolidated fi nancial statements3NOTE 2. SIGNIFICANT EVENTS OF THE YEARNote 2.1. Changes in the scope of consolidationThe main changes in the scope of consolidation during 2010 were as follows:Newly-consolidated and deconsolidated companiesCompany Business Country OperationConsolidationmethod(1)Casas BahiaRetailing Brazil Acquisition FC(2)Alamea InvestmentsFinancing Luxembourg Acquisition FC(3)Cativen and BonuelaRetailing Venezuela Disposal -(4)Leader Centre Gestion (LCG)Retailing France Disposal EMLeader Price Argentina Retailing Argentina Disposal -(1) See note 3 – Casas Bahia is fully consolidated by GPA (PC in Casino).(2) See note 28.1.(3) See note 2.2.(4) In February 2010, RLPI, a subsidiary of the Franprix-Leader Price sub-group, signed a partnership agreement with Nougein SA creating a new company called Leader Centre Gestion(“LCG”). Both partners contributed assets to LCG, which is owned 49% and 51% respectively by RLPI and Nougein SA. The impacts of this transaction, including the gain on the percentageinterest sold and revaluation of the percentage interest retained in accordance with IAS 27R (see note 1.5.2), are described in note 6.Changes in percentage interest with no change of consolidation methodCompany Business CountryChange inpercentageinterestConsolidationmethodMercialys Real estate France 0.13% FCCdiscount e-commerce France 2.11% FCGPA Retailing Brazil 0.03% PC(1)Globex UtilidadesRetailing Brazil (43.05)% FC(1) See note 3.2 – Globex Utilidades is fully consolidated by GPA.A list of main consolidated companies is provided in note 37.Note 2.2. Other significant eventsVenezuelan operationsThe Group operated in Venezuela through its subsidiary Cativen, oneof the country’s leading retailers.On 17 January 2010, the Venezuelan government decided tonationalise Exito’s hypermarkets. Since that date, the Group has lostcontrol of its Venezuelan assets and its subsidiary Cativen has beendeconsolidated. The Group concurrently began negotiations with theVenezuelan government for a voluntary sale of its assets.The two parties reached an agreement on 26 November 2010 underwhich the Bolivarian Republic of Venezuela acquired 80.1% of Cativenfor a total consideration of USD 690 million (€518 million). Cativen’sother shareholders (Exito and Polar) sold their entire interests whileCasino retained a 19.9% holding to continue providing operationalsupport to and develop cooperation with the new state-controlledentity. This residual holding has been recognised under available-forsaleassets and the Group does not exercise significant influence.The Group has also undertaken to hold its interest for a period of fiveyears. The two parties have granted reciprocal call and put optionsover the Group’s 19.9% interest. The options are exercisable as of26 November 2015, although the exact terms and conditions haveyet to be defined.At 31 December 2010, the Group had received USD 138 million (about€103 million) in cash and two USD-denominated promissory notestotalling USD 138 million in consideration for the sale. The balance of40% is due by the end of February 2011. The promissory notes are forequal amounts and mature on 26 November 2011 and 26 November2012 respectively. The Group received USD 138 million after theyear-end. At 31 December 2010, receivables totalling USD 510 million(€382 million) after discounting were recognised under other currentand non-current assets according to their maturity.The disposal generated a capital gain of €186 million net of expensesand was recognised in “other operating income” (see note 6).Bond exchange offersOn 8 February 2010 Casino made an offer to exchange its 2012 and2013 bonds for new bonds due February 2017 and paying interestequivalent to midswap plus 135 basis points. A total of €440 millionand €354 million respectively of 2012 and 2013 bonds were tenderedto the offer and €888 million worth of the new bonds were issued.On 11 May 2010, the Group made a second offer to exchange its2011, 2012 and 2013 bonds for new bonds due November 2018 andpaying interest equivalent to midswap plus 160 basis points. A totalof €190 million, €156 million and €127 million respectively of the 20112012 and 2013 bonds were tendered to the offer and €508 millionworth of the new bonds were issued.The accounting treatment for these offers is described in note28.1.Registration Document 2010 | Casino Group73
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Registration Document2010
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KEEPING AHEADIN A CHANGING WORLDCas
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1PRESENTATION OFTHE CASINO GROUP1.1
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PRESENTATION OF THE CASINO GROUPBus
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SCCR/SS/GE/13/3 Prov.page 945. The
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PRESENTATION OF THE CASINO GROUPRea
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2MANAGEMENTREPORTAT 31 DECEMBER 201
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31 DECEMBER 2010Business Review22.1
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31 DECEMBER 2010Business Review22.1
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5CORPORATEGOVERNANCE5.1. Board of D
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CORPORATE GOVERNANCEBoard of Direct
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CORPORATE GOVERNANCEManagement5Comp
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CORPORATE GOVERNANCEAppendix: Board
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6GENERALMEETING6.1. Report of the B
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GENERAL MEETINGReport of the Board
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GENERAL MEETINGStatutory Auditors
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GENERAL MEETINGProposed resolutions
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7ADDITIONALINFORMATION7.1. General
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ADDITIONAL INFORMATIONGeneral infor
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ADDITIONAL INFORMATIONGeneral infor
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ADDITIONAL INFORMATIONHistory of th
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ADDITIONAL INFORMATIONThe market fo
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ADDITIONAL INFORMATIONStore network
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ADDITIONAL INFORMATIONTable of corr
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Investor RelationsNadine COULMAline
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2010 REGISTRATION DOCUMENT (3.4 Mo) - Groupe Casino

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