2008 Registration Document - Rexel

14. Financial information concerning the assets andliabilities, financial position and profits and lossesof Rexeljustification of our assessments, we bring to your attentionthe following matters:As disclosed in note 2.1, the utility value valuation of financialinvestments is based on net cash-flows of subsidiaries’indebtedness.Within the framework of the justification of our assessments,we reviewed the assumptions of budgeted cash-flowson which these assumptions were based, and theircomputation. We made sure of the reasonableness of theseestimates.The assessments were thus made in the context of theperformance of our audit of the annual financial statementstaken as a whole and therefore contributed to the formationof our audit opinion expressed in the first part of thisreport.III. Specific verifications and informationWe have also performed the specific verifications required bylaw. We have no matters to report regarding the following:− the fair presentation and the conformity with the annualfinancial statements of the information given in theexecutives’ report and in the documents addressed tothe shareholders with respect to the financial positionand the annual financial statements;− the fair presentation of the information given in theexecutives’ report in respect of remunerations andbenefits granted to the relevant directors and any othercommitments made in their favor in connection with, orsubsequent to, their appointment, termination or changein current function.Paris-La Défense, February 11, 2009The statutory auditorsKPMG AuditERNST & YOUNG AuditHervé Chopin Pierre Bourgeois Jean Bouquot14.2 PRO FORMA FINANCIAL INFORMATION14.2.1 Pro forma financial informationfor the financial year endedDecember 31, 2008The pro forma financial information for the year endedDecember 31, 2008 was prepared in order to reflect theimpact of (i) the completion of the Hagemeyer Transaction(as such term is defined in paragraph 2.2 of this Documentde Référence), and (ii) the sale of the business of distributionof electrical products of Hagemeyer in Ireland (the“Operations”), as if they had occurred as of January 1,2008.The pro forma financial information includes a consolidatedpro forma income statement for the financial year endedDecember 31, 2008 as well as a breakdown of certain itemsper geographic zone.The pro forma financial information is provided only forpurposes of illustration and was prepared using themethodologies and restatements described below. Becauseof its nature, the pro forma financial information deals witha hypothetical situation and therefore does not representthe actual financial condition or results of the Rexel Groupas they would have been if the Operations had effectivelyoccurred on January 1, 2008. The pro forma financialinformation does not constitute a forecast of trends in thefinancial condition or results of Rexel in future years.The pro forma financial information should be read inconjunction with the information contained in this Documentde Référence, and in particular, Chapter 6 “Operating andFinancial Review” and Chapter 7 “Liquidity and CapitalResources of the Rexel Group”, and with the auditedfinancial statements of Rexel, which appear in Chapter 14of this Document de Référence.14.2.1.1 Assumptions and methods applied toprepare the pro forma consolidated financialinformationThe pro forma consolidated financial information for the yearended December 31, 2008 was prepared on the basis of theRexel Group’s audited consolidated financial statements,which appear in paragraph 14.1.1 of this Document deRéférence, with the following adjustments:− inclusion of the results of the Retained Entities as part ofthe Hagemeyer Transaction. All of these transactions wereconsidered as having been carried out as of January 1,2008, based on the repurchase of the entirety of theoutstanding shares and convertible bonds outstandingfor the Offer;− inclusion of the additional amortization charge for the firstquarter of 2008 on the identified intangible and tangibleassets valued at their fair market value within the contextof the contemplated allocation of the acquisition price ofthe assets;PAGE 228 | REXEL 2008