6. Operating and financial reviewPursuant to article 28 of the Commission Regulation (EC)N°809/2004 of April 29, 2004, the following information isincorporated by reference in this <strong>Document</strong> de Référence:− the operating and financial review for the year endedDecember 31, 2007 which is included in pages 80 to 87of the <strong>Document</strong> de Référence filed by <strong>Rexel</strong> with theAutorité des marchés financiers on April 30, <strong>2008</strong>, undernumber R.08-046; and− the operating and financial review for the year endedDecember 31, 2006 which is included in pages 81 to 109of the <strong>Document</strong> de Base filed by <strong>Rexel</strong> with the Autoritédes marchés financiers on February 21, 2007 undernumber I.07-011.The information of these documents that is not incorporatedby reference in this <strong>Document</strong> de Référence is eitherirrelevant for the investor or is covered in another section ofthis <strong>Document</strong> de Référence.6.1 GENERAL OVERVIEWThe Retained Entities (as defined in paragraph 2.2 ofthis <strong>Document</strong> de Référence) were consolidated fromMarch 31, <strong>2008</strong>. As a consequence, the assets andliabilities of these entities are included in the <strong>Rexel</strong>Group consolidated balance sheet while their revenues,costs and cash flows are included in the consolidatedincome statement and cash flow statement only sinceApril 1, <strong>2008</strong>. The former business of the <strong>Rexel</strong> Group inGermany, transferred to Sonepar in the second quarter,has been excluded from the scope of consolidation sinceMarch 31, <strong>2008</strong>. The business acquired from Sonepar inSweden is consolidated from July 1, <strong>2008</strong>. In addition, apro forma income statement is disclosed in section 14.2in order to reflect the effect of these transactions as ifthey had occurred on January 1, <strong>2008</strong>. This pro formaincome statement also reflects the effect of the disposalof the electrical distribution business of Hagemeyer inIreland because of <strong>Rexel</strong>’s commitment to the Europeancompetition authorities to such disposal.Numbers and percentages in this document are calculatedon the basis of numbers expressed in thousands of euros,or other currencies, and accordingly, may differ from thenumbers and percentages calculated on the basis of thenumbers presented.6.1.1 <strong>Rexel</strong> Group overviewThe <strong>Rexel</strong> Group is a worldwide leader in the professionaldistribution of low- and ultra-low voltage electricalproducts based on sales and number of branches.The <strong>Rexel</strong> Group’s business is organized around thethree main geographic areas in which it operates:Europe, North America, and the Asia-Pacific zone. Thisgeographic segmentation was determined on the basisof long-term economic trends, market characteristics,technical standards, products and suppliers operatingin the countries within each geographic zone, as well asthe proximity of markets. Operations deemed of lowermateriality relative to the <strong>Rexel</strong> Group’s operations asa whole and non-core operations are aggregated andpresented under a separate segment called “OtherOperations”, as defined below. This segment also includesunallocated corporate overhead expenses.In the year <strong>2008</strong>, the <strong>Rexel</strong> Group recorded consolidatedsales of €12,861.6 million, of which €7,166.6 million weregenerated in Europe (56% of sales), €4,404.8 million inNorth America (34% of sales), €881.9 million in the Asia-Pacific zone (7% of sales), and €408.3 million related toOther Operations (3% of sales).The Europe zone consists of France (which accounts forapproximately 35% of <strong>Rexel</strong> Group consolidated sales inthis zone), Germany, the United Kingdom, Ireland, Austria,Switzerland, The Netherlands, Sweden, Italy, Belgium,Spain, and Portugal, as well as several Central Europeancountries (Slovenia, Hungary, Slovakia, the Czech Republic,Poland and Russia). Following the acquisition of Hagemeyer,the Europe zone also includes Finland, Norway and theBaltic States from the second quarter of <strong>2008</strong>.The North America zone consists of the United States andCanada. The United States represents approximately 77%of the <strong>Rexel</strong> Group’s consolidated sales in this zone andCanada the remaining 23%.The Asia-Pacific zone consists of Australia, New Zealandand China, as well as India and certain countries inSoutheast Asia (Indonesia, Malaysia, Singapore, Thailandand Vietnam). Australia accounts for approximately 70% ofthe <strong>Rexel</strong> Group’s consolidated sales in this zone and NewZealand close to 15%.The Other Operations segment includes ACE, the Agencies/ Consumer Electronics division acquired in the scope of theHagemeyer Transaction from the beginning of the secondquarter of <strong>2008</strong>, which represented approximately 3% of the<strong>Rexel</strong> Group’s sales on a yearly basis. It also includes Chile,which represented less than 0.5% of the <strong>Rexel</strong> Group’ssales in the same period and certain businesses managedat Group level (Bizline, Citadel and Conectis). Unallocatedcorporate overheads (mainly occupancy and personnel costsof the Paris headquarters) are also included in this segment,as well as elimination of inter-segments operations.The analysis below covers the <strong>Rexel</strong> Group’s sales, grossprofit, distribution and administrative expenses and operatingincome before other income and other expenses (EBITA)separately for each of the three geographic segments, aswell as the Other Operations segment.PAGE 68 | REXEL <strong>2008</strong>
6.1.2 SeasonalityNotwithstanding the relatively low degree of seasonalitywithin the <strong>Rexel</strong> Group’s sales, there is seasonality in cashflows due to variations in working capital requirements, with,generally, about half of annual free cash flow generatedin the first half, a low third quarter due to an increase inworking capital requirements as a result of higher sales inSeptember, and a strong fourth quarter.6.1.3 Effects of changesin copper pricesThe <strong>Rexel</strong> Group is indirectly exposed to fluctuations incopper prices in connection with the distribution of cableproducts. Cables accounted for 18% of the <strong>Rexel</strong> Group’ssales, and copper accounts for approximately 58% of thecomposition of cables. This exposure is indirect sincecables prices also depend on suppliers’ commercial policiesand on the competitive environment in the <strong>Rexel</strong> Group’smarkets. Changes in copper price have an estimated socalled“recurring” effect and an estimated so called “nonrecurring”effect on the <strong>Rexel</strong> Group’s performance:− The recurring effect related to the change in copperbasedcables price corresponds to the change in valueof the copper part included in the selling price of cablesfrom one period to another. This effect mainly relates tosales;− The non-recurring effect related to the change in copperbasedcables price corresponds to the effect of copperprice variations on the selling prices of cables between themoment they are purchased and the time they are sold,until all such inventory is sold (direct effect on gross profit),offset, when appropriate, by the non-recurring portion ofchanges in the distribution and administrative expenses(essentially, the variable portion of compensation of salespersonnel, which accounts for approximately 10% of thevariation in gross profit).6.1.4 Comparability of the <strong>Rexel</strong>Group’s operating resultsThe <strong>Rexel</strong> Group has undertaken a number of acquisitionsand disposals, and exchange rates may fluctuate significantly.Additionally, the number of working days in each period hasan impact on the <strong>Rexel</strong> Group’s consolidated sales. Finally,changes in copper price have an impact on <strong>Rexel</strong> Group’sfinancial performance. For these reasons, a comparison ofthe <strong>Rexel</strong> Group’s reported operating results over differentperiods may not provide a meaningful comparison of itsunderlying business performance. Therefore, in the analysisof the <strong>Rexel</strong> Group’s consolidated results below, financialinformation is also presented restated for the followingadjustments.Exclude the effects of acquisitions and disposalsThe <strong>Rexel</strong> Group adjusts results to exclude the effectsof acquisitions and disposals. Generally, the <strong>Rexel</strong>Group includes the results of an acquired company inits consolidated financial statements at the date of itsacquisition and ceases to include the results of a divestedcompany at the date of its disposal. To neutralize theeffects of acquisitions and disposals on the analysis of itsoperations, the <strong>Rexel</strong> Group compares the results of thecurrent year against the results of the preceding financialyear, assuming that the preceding financial year would havehad the same scope of consolidation for the same periodas the current year.In the year 2007, the <strong>Rexel</strong> Group acquired NCA (Australia),APPRO 5 (France), Clearlight Electrical (United Kingdom),Tri-Valley Electric Supply (United States), Boutet (Belgium),EIW (Australia) as well as 51% of Huazhang ElectricAutomation (China). The total amount of such investmentswas €116.8 million for the 2007 financial year includingprices adjustments on previous acquisitions. This amountis the price paid for the shares or assets acquired reducedby the acquired cash. In the same period, the <strong>Rexel</strong> Groupdisposed of the activity of the company Kontakt Systemein Switzerland, deemed non-core, for an amount of€4.9 million.In <strong>2008</strong>, the <strong>Rexel</strong> Group acquired Beacon Electric SupplyCompany, an electrical supplies distributor in the area ofSan Diego in the United States, the business of the ABKElectrical Wholesale Pty. Ltd Company, an electricalsupplies distributor in Australia, Egleys Electrical in NewZealand, Espace Elec and NFM SA in France, and B.V.Electrotechnische Groothandel J.K. Busbroek in TheNetherlands. These acquisitions amounted to €59.0 millionnet of cash acquired, including prices adjustments onprevious acquisitions.In <strong>2008</strong>, the <strong>Rexel</strong> Group also acquired Hagemeyer in theOffer. As of December 31, <strong>2008</strong>, <strong>Rexel</strong> owned 99.13% ofthe outstanding shares and all of the convertible bondsoutstanding for an amount of approximately €3.2 billionthrough its subsidiary Kelium. The Assets Sales werecompleted in June for an amount of approximately€1.6 billion. In addition, <strong>Rexel</strong> disposed of its activities inGermany to Sonepar for an amount of €177 million andacquired from Sonepar its activities in Sweden for anamount of €86 million. In total, the Assets sales and theAssets Swaps resulted for <strong>Rexel</strong> in a reduction of its netdebt of approximately €1.7 billion.Exclude the effects of fluctuationsin exchange ratesFluctuations in currency rates against the euro affect theeuro value of the <strong>Rexel</strong> Group’s sales, expenses and otherbalance sheet items as well as the income statement.Nonetheless, the <strong>Rexel</strong> Group has a relatively low exposureto the transaction risk of dealing in different currencies,as cross-border transactions are limited. To neutralizethe currency translation effect on the comparability of itsresults, the <strong>Rexel</strong> Group compares its historical figures forthe current year against the same period of the prior yearfigures, using for these figures the same euro exchangerates as in the current year.REXEL <strong>2008</strong> | PAGE 69
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