2008 Registration Document - Rexel

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14. Financial information concerning the assets andliabilities, financial position and profits and lossesof Rexel3.1.4 Assets and liabilities acquiredAssets and liabilities acquired stated at their estimated fairvalue and determined at their acquisition date are as followsand represents the preliminary allocated purchase prices ofHagemeyer operations and those of Sonepar in Sweden:(in millions of euros)HagemeyeroperationsSwedish operationsof SoneparDistribution networks 161.1 4.4Other intangible assets 136.9 3.2Tangible assets 138.6 4.5Other financial assets 13.3 –Other non current assets 183.0 0.3Inventories 393.5 19.3Trade accounts receivable 624.8 26.3Other accounts receivable 77.3 6.5Assets held for sale 1,586.9 –Cash and Cash Equivalents 22.4 0.9Minority interests (16.5) –Interest bearing debt (332.7) (5.6)Trade accounts payable (547.2) (19.7)Provisions (112.3) –Other liabilities (365.1) (12.2)Net assets acquired excluding acquired goodwill 1,964.0 27.9Purchased goodwill 1,189.1 56.8Total cash consideration 3,153.1 84.7Cash acquired (22.4) (0.9)Outstanding acquisition costs (0.5) –Shares and acquisition costs paid in 2007 (50.9) –Net cash outflow for Hagemeyer acquisition for the period 3,079.3 83.8The acquisition of Hagemeyer operations and the Swedishoperations of Sonepar resulted in an increase in net salesand operating income before other income and expenses of,respectively €2,778.0 million and €41.1 million.Had these transactions occurred on January 1, 2008 andincluding Rexel Germany disposal to Sonepar, Group sales,operating income before other income and expenses andnet income would have been respectively €13,735.0 million,€638.4 million and €220.1 million.3.2 Other acquisitionsFor the period ended December 31, 2008, Rexel completedthe following acquisitions, which are not deemed to bematerial on the financial situation of the company. As aresult, neither sales nor profit and loss have been providedfor the combined entity, as if these acquisitions had beeneffective on January 1, 2008.On January 31, 2008, General Supply & Services Inc.,an indirect subsidiary of Rexel, acquired Beacon ElectricSupply Inc., a distributor of electrical equipment basedin San Diego with net sales of €32.5 million in 2007. Thiscompany has been consolidated as from this date. Theacquisition price for the shares amounts to US$21.2 million(€14.4 million), including an earn-out payment ofUS$1.1 million (€0.7 million) payable subject to conditions in2009, and acquisition costs for US$0.4 million (€0.3 million).Net cash outflow for the period amounted to €12.6 million.On December 31, 2008 goodwill on acquisition determinedon a provisional basis amounted to €8.0 million.PAGE 172 | REXEL 2008
For the period ended December 31, 2008, Rexel acquiredthe following entities: ABK Electrical Wholesale Pty. Ltd inAustralia, Egley Electrical Co Ltd in New Zealand, EspaceElec SAS, NFM SA and CRC SAS in France, ElectronischeGroothandel J.K Busbroek B.V in the Netherlands for a totalamount of €28.8 million (€23.4 million net of cash acquired).Goodwill on these acquisitions determined on a provisionalbasis as of December 31, 2008 amounted to €19.0 million.Net cash outflow resulting from acquisition of subsidiariesduring the period is as follows:(in millions of euros)Net cash outflow related to Hagemeyer (3,079.3)Net cash outflow related to Swedishoperations of Sonepar (83.8)Net cash outflow from other acquisitions (36.0)Earn-out payments and purchase priceadjustments (23.0)Other (4.1)Net cash outflow during the period (3,226.2)4. SEGMENT REPORTINGThe Group operates in the business of the distribution ofelectrical products, which represents its only businesssegment. Segment information is therefore presented inrespect to the Group’s geographical segments, which arethe primary basis of segment reporting. The geographicalsegments presented under IFRS have been determined byreference to the criteria defined by IAS 14.The Group has determined the geographical segments tobe the continents where the Group operates. Operationsin each continent present similar business modelcharacteristics. Economic and market conditions in thesector are usually comparable on a continent level. Thesegment “Other operations” includes operations in LatinAmerica and holding companies as well as eliminations ofintercompany sales.Segment results include items directly attributable toa segment as well as those that can be allocated on areasonable basis.Geographical segment information for the periods ended December 31, 2008 and December 31, 2007(in millions of euros)Europe North America Asia-Pacific Other operations Consolidated2008 2007 2008 2007 2008 2007 2008 2007 2008 2007Sales 7,166.6 5,041.9 4,404.8 4,806.1 881.9 797.2 408.3 59.2 12,861.6 10,704.4Operating income before depreciationand other income & expenses 410.8 409.7 241.1 266.9 65.7 53.9 14.9 (5.1) 732.5 725.4Depreciation (57.1) (35.0) (30.0) (31.3) (5.6) (3.7) (9.8) (7.0) (102.5) (77.0)Operating income before other income &expenses 353.7 374.7 211.0 235.6 60.1 50.2 5.2 (12.1) 630.0 648.4Goodwill impairment (76.2) (8.2) – – (11.2) – – – (87.4) (8.2)Cash flow statement itemCapital expenditures net of disposals (30.0) 8.1 (15.6) (22.9) (4.5) (3.3) 41.4 (2.5) (8.7) (20.6)Balance sheet itemsGoodwill 2,585.0 1,475.8 902.2 927.7 174.0 204.5 1.3 0.4 3,662.5 2,608.4Non-current assets (excludingdeferred tax assets & goodwill) 979.9 649.7 237.3 256.4 46.7 56.4 34.8 72.4 1,298.7 1,034.9Current assets (excludingincome tax receivable andcash & cash equivalents) 2,698.2 2,097.8 1,070.7 1,153.9 236.3 269.9 164.8 62.7 4,170.0 3,584.3Current liabilities (excludingtax liabilities & current portionof financial liabilities) (1,755.8) (1,325.0) (544.5) (598.9) (151.1) (168.3) (102.8) (66.3) (2,554.2) (2,158.5)REXEL 2008 | PAGE 173
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Leadership and proximityDocument de
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General informationIn this Document
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1. Selected financial dataThe follo
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2. Information about the Rexel Grou
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3. Business description3.1 Professi
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3. Business description− security
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3. Business descriptioni.e., approx
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3. Business descriptionIn each of t
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3. Business description− growing
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3. Business description3.2.2 The Re
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3. Business description3.3.2 Divers
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3. Business descriptionin a profita
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3. Business descriptionthat its cus
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3. Business description3.7 RESEARCH
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4. Risk factors4.1 Risks relating t
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4. Risk factorsthe commercial polic
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4. Risk factors4.3 LEGAL AND REGULA
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4. Risk factorsNon-compliance by th
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5. Corporate responsibility5.1 empl
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5. Social responsibilityHeadcount b
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5. Social responsibilityAware of th
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5. Social responsibilityaccount for
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eality of the market and the low le
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− promotion days at branches or a
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5.3.2.1 Consumption of raw material
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Emissions per item on the basis of
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5.4 STATUTORY AUDITOR’S REPORT ON
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6. Operating and financialreview6.1
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6.1.2 SeasonalityNotwithstanding th
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6.2 COMPARISON OF THE FINANCIAL RES
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The following table analyzes the ch
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In the year 2008, sales increased b
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In the year 2008, sales in North Am
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to 2007, while sales grew 6.3%. Adj
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Pursuant to article 28 of the Commi
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Financial investments also included
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− Facility C, which was a multi-c
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The main characteristics of these p
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7.2.4.1 Operating leasesThe above t
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The trends and objectives presented
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9. Profit forecastsor estimates9.1
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9.2 REXEL GROUP FORECASTS FOR 2009G
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Rexel is a company with limited lia
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Jean-Dominique Perret has been a me
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10.2 SUPERVISORY BOARD10.2.1 Compos
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Surname, name,professional addressa
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11. Compensation of corporate offic
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11. Compensation of corporate offic
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15. Additional informationRexel is
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15. Additional informationAuthoriza
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15. Additional informationDeclarati
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15. Additional informationTransacti
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15. Additional informationEach Mana
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15. Additional information− propo
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15. Additional informationmeeting b
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15. Additional information15.2.8 Sp
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17. Documents availableto the publi
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18. Responsibility forthe Document
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19. Statutory auditors19.1 Principa
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Annex 1Report of the Chairman of th
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Annex 1− authorization of regulat
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Annex 1This contractual indemnity i
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Annex 1− the payment of 50% of th
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Annex 1Additional retirement planA
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Annex 1− authorization to be give
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Annex 12. Implemented internal cont
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Annex 1defined a set of procedures,
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Annex 2Report of the Statutory Audi
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Annex 3Report of the Supervisory Bo
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Annex 4Report of the Management Boa
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Annex 42. Resolutions requiring the
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Annex 4Group, which may be existing
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Annex 4AuthorizationIssuance in con
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Annex 5Having reviewed the report o
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Annex 5II. Resolutions to be submit
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Annex 5of the proper performance of
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Annex 5Board in accordance with the
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Annex 5accordance with the provisio
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Annex 55. Decided that this delegat
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Annex 6DateTitleDecember 11, 2008Re
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Annex 7Regulation (EC) 809/2004 of
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Annex 7Regulation (EC) 809/2004 of
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2008 Registration Document - Rexel

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