Financial Report and Registration Document 2010 - Groupe Seb

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3 NOTES CONSOLIDATED FINANCIAL STATEMENTS TO THE CONSOLIDATED FINANCIAL STATEMENTS 19.2.2. Performance shares In 2009 and 2010, the Board of Directors granted performance shares to certain employees and corporate officers. Shares granted under the plan are subject to a two-year vesting period and certain performance obligations. The performance targets concern growth in revenue and operating margin and are the same as those used to determine senior management bonuses. Vested shares are subject to a two-year lock-up. Further information on the performance share plan is provided in the table below: At 31 December 2010 Dates Number of shares Share price at Type of option Grant date* Vesting date End of lock-up Granted Vested Cancelled Outstanding grant date** Performance shares 12/06/2009 12/06/2011 12/06/2013 50,472 0 451 50,021 30.08 Performance shares 18/06/2010 18/06/2012 18/06/2014 58,363 0 0 58,363 55.00 * The grant date corresponds to the date of the Board Meeting when the performance share grants were decided. ** Opening price on the day of the Board of Directors’ Meeting. The fair value of performance shares includes a discount to reflect the impact of the lock-up period. The measurement method used to determine this discount is based on a strategy that consists of selling the shares under a four-year forward contract (corresponding to the vesting/lock-up period) and immediately purchasing an equivalent number of shares free of any restrictions, with the purchase financed by debt repayable at the end of the lock-up using the proceeds from the forward sale and dividends received during the lock-up period. The main assumptions applied to determine the fair value of performance shares are as follows: 2010 plan 2009 plan ASSUMPTIONS Share price on the grant date (in €) 55.00 30.80 Four-year risk-free interest rate 3.28% 2.50% Average interest rate on a four-year general purpose loan 6.88% 6.90% Dividend rate 2.36% 3.28% INITIAL VALUE (IN € MILLIONS) 2.7 1.2 COST RECOGNISED IN EMPLOYEE BENEFITS EXPENSE IN 2010 (IN € MILLIONS) 0.8 0.5 19.3. RESERVES AND RETAINED EARNINGS (BEFORE APPROPRIATION OF PROFIT) Reserves and retained earnings include the reserves recorded in the balance sheet of SEB S.A. (including €747 million available for distribution at 31 December 2010, €753 million at 31 December 2009 and €742 million at 31 December 2008), and SEB S.A.’s share of the post-acquisition retained earnings of consolidated subsidiaries. SEB S.A.’s share of the retained earnings of foreign subsidiaries is considered as being permanently reinvested and withholding taxes or additional taxes on distributed income are recognised only when distribution of these amounts is planned or considered probable. 19.4. TREASURY STOCK The Group’s share buyback policy is to acquire shares: for cancellation in order to reduce the Company’s capital; for allocation to employees, managers or senior executives of the Company or of related companies upon exercise of stock options; for delivery on redemption, conversion, exchange or exercise of share equivalents. Share buybacks are carried out based on market opportunities and only when the Group has sufficient cash to fund the transactions. In 2010, the Group bought back 264,329 SEB shares on the market at a weighted average price of €56.54 and sold 1,433,074 shares on the market at an average price of €33.76. The after-tax loss on the sales, in the amount of €9 million, was recognised directly in equity without affecting profit for the period. At 31 December 2010, the Group held 1,980,698 shares in treasury, acquired at an average price of €31.14. 92 FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 GROUPE SEB
3 CONSOLIDATED FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Movements in 2010, 2009 and 2008 were as follows: (in number of shares) 2010 2009 2008 Shares held in treasury at 1 January 3,149,443 4,376,100 2,983,515 Purchases Buyback plan 149,072 1,518,500 Liquidity contract 264,329 578,136 438,302 Sales Shares sold on the market (279,525) (570,601) (433,718) Shares allocated on exercise of stock options (1,153,549) (383,264) (130,499) SHARES CANCELLED DURING THE PERIOD (1,000,000) SHARES HELD IN TREASURY AT 31 DECEMBER 1,980,698 3,149,443 4,376,100 NOTE 20 NON-CONTROLLING INTERESTS Changes in non-controlling interests are as follows: (in € millions) 2010 2009 2008 AT 1 JANUARY 138.8 131.6 Non-controlling interests in profit 23.2 16.8 11.2 Dividends paid (4.7) (4.8) Exercise of stock options 1.3 Non-controlling interests in share issues by subsidiaries 4.3 Changes in scope of consolidation 100.2 Translation adjustment 15.8 (4.8) 14.6 3 AT 31 DECEMBER 173.1 138.8 131.6 Non-controlling interests since 31 December 2008 concern ZJ Supor and the 2010 change mainly reflected changes in ZJ Supor’s retained earnings, corresponding essentially to recognition of profit for the period and the effect of translating the Company’s financial statements. In the future, changes may occur exceptionally as a result of purchases, sales or any other voluntary adjustments to the Group’s interest in ZJ Supor. There were no non-controlling interests at 31 December 2007. NOTE 21 PROVISIONS Provisions are classified as short-term or long-term according to whether the obligation is expected to be settled within or beyond one year. Provision movements (other than provisions for pensions and other post-employment benefits) were as follows: 2010 2009 2008 (in € millions) Long-term Short-term Long-term Short-term Long-term Short-term Pension and other post-employment benefit obligations (Note 22) 78.0 6.0 76.4 7.6 72.2 12.3 Product warranties (Note 21.1) 3.0 31.8 3.4 35.6 1.1 38.3 Claims and litigation and other contingencies (Note 21.2) 25.0 25.5 17.5 14.4 13.4 16.3 Restructuring provisions (Note 21.3) 14.0 15.0 14.0 29.3 15.6 10.3 TOTAL 120.0 78.3 111.3 86.9 102.3 77.2 GROUPE SEB FINANCIAL REPORT AND REGISTRATION DOCUMENT 2010 93
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FINANCIAL REPORT AND REGISTRATION D
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GROUP PROFILE AND KEY FIGURES 2010
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GROUPE SEB IN 2010 1 GROUPE SEB IN
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1 GROUPE SEB IN 2010 MILESTONES IN
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1 GROUPE SEB IN 2010 BUSINESS SECTO
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1 GROUPE SEB IN 2010 INDUSTRIAL STR
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1 GROUPE SEB IN 2010 MANAGEMENT REP
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1 GROUPE SEB IN 2010 RISK MANAGEMEN
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1 GROUPE SEB IN 2010 SOCIAL PERFORM
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1 GROUPE SEB IN 2010 ENVIRONMENT PE
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CORPORATE GOVERNANCE 2 CORPORATE GO
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2 CORPORATE GOVERNANCE BOARD OF DIR
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2 CORPORATE GOVERNANCE BOARD OF DIR
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Page 137 and 138: ANNUAL GENERAL MEETING 5 ANNUAL GEN
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ADDITIONAL INFORMATION 6 ADDITIONAL
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6 ADDITIONAL INFORMATION GENERAL IN
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6 ADDITIONAL INFORMATION SHARE CAPI
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6 ADDITIONAL INFORMATION SHARE CAPI
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6 ADDITIONAL INFORMATION FINANCIAL
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6 ADDITIONAL INFORMATION EMPLOYEE S
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6 ADDITIONAL INFORMATION EMPLOYEE S
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6 ADDITIONAL INFORMATION STOCK MARK
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NOTES GROUPE SEB FINANCIAL REPORT A
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FINANCIAL AGENDA 2011 26 APRIL AFTE
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Financial Report and Registration Document 2010 - Groupe Seb

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