financial report and registration document 2011 - Groupe SEB

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5 Financial Consolidated fi nancial statements statements CONTENTS NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 83 Note 1.1. Basis and scope of consolidation 84 Note 1.2. Foreign currency translation 84 Note 1.3. Use of estimates 84 Note 1.4. Accounting policies and valuation methods 85 Note 1.5. Income statement presentation 89 NOTE 2 CHANGES IN THE SCOPE OF CONSOLIDATION 90 Note 2.1. Changes in 2011 90 Note 2.2. Changes in 2010 91 Note 2.3. Changes in 2009 91 NOTE 3 SEGMENT INFORMATION 92 Note 3.1. Geographical segment information (by location of assets) 92 Note 3.2. Revenue by geographical location of the customer 95 NOTE 4 OPERATING EXPENSES 95 NOTE 5 EMPLOYEE BENEFITS EXPENSE 95 NOTE 6 OTHER OPERATING INCOME AND EXPENSE 96 Note 6.1. Restructuring costs 96 Note 6.2. Impairment losses 97 Note 6.3. Gains and losses on asset disposals and other 98 NOTE 7 FINANCE COSTS AND OTHER FINANCIAL INCOME AND EXPENSE 98 NOTE 8 INCOME TAXES 99 Note 8.1. Income tax expense 99 Note 8.2. Effective tax rate 99 Note 8.3. Deferred tax assets and liabilities 99 Note 8.4. Other information 100 NOTE 9 EARNINGS PER SHARE 101 NOTE 10 INTANGIBLE ASSETS 101 NOTE 11 PROPERTY, PLANT AND EQUIPMENT 104 NOTE 12 LEASES 106 NOTE 13 INVESTMENTS IN ASSOCIATES, OTHER INVESTMENTS AND OTHER NON-CURRENT FINANCIAL ASSETS 107 Note 13.1. Investments 107 Note 13.2. Other non-current fi nancial assets 107 NOTE 14 PRODUCT DEVELOPMENT COSTS 107 NOTE 15 INVENTORIES 107 NOTE 16 TRADE RECEIVABLES 108 NOTE 17 OTHER NON-CURRENT ASSETS AND OTHER RECEIVABLES 108 NOTE 18 CASH AND CASH EQUIVALENTS 108 NOTE 19 EQUITY 109 Note 19.1. Share capital 109 Note 19.2. Stock options and performance shares 109 Note 19.3. Reserves and retained earnings (before appropriation of profi t) 111 Note 19.4. Treasury stock 111 NOTE 20 NON-CONTROLLING INTERESTS 111 NOTE 21 PROVISIONS 112 Note 21.1. Product warranties 113 Note 21.2. Claims and litigation and other contingencies 113 Note 21.3. Restructuring provisions 113 NOTE 22 EMPLOYEE BENEFITS 113 Note 22.1. Assumptions 113 Note 22.2. Analysis of pension and other post-employment benefi t obligations 115 Note 22.3. Recognised cost 116 Note 22.4. Movements in provisions 116 Note 22.5. Movements in pension and other post-employment benefi t obligations 117 Note 22.6. Analysis of plan assets 118 Note 22.7. Early retirement schemes 118 NOTE 23 TRADE PAYABLES AND OTHER LIABILITIES 119 NOTE 24 BORROWINGS 119 Note 24.1. Total borrowings 119 Note 24.2. Net debt 121 NOTE 25 FAIR VALUE OF FINANCIAL INSTRUMENTS 121 Note 25.1. Financial instruments 121 Note 25.2. Derivative instruments 123 Note 25.3. Information on fi nancial assets and liabilities measured at fair value 124 NOTE 26 FINANCIAL RISK MANAGEMENT 124 Note 26.1. Risk management 124 Note 26.2. Market risks 124 Note 26.3. Liquidity risk 128 Note 26.4. Credit risk 128 NOTE 27 ENVIRONMENTAL EXPENDITURE 128 NOTE 28 OFF-BALANCE SHEET COMMITMENTS 129 Note 28.1. Specifi c commitments 129 Note 28.2. Commitments arising in the ordinary course of business 129 NOTE 29 SIGNIFICANT EVENTS, LITIGATION AND CONTINGENT LIABILITIES 130 Note 29.1. Signifi cant events and litigation 130 Note 29.2. Contingent liabilities 130 NOTE 30 RELATED PARTY TRANSACTIONS 131 Note 30.1. Transactions with associates and non-consolidated companies 131 Note 30.2. Directors’ and offi cers’ remuneration and benefi ts 132 NOTE 31 SUBSEQUENT EVENTS 132 NOTE 32 LIST OF CONSOLIDATED COMPANIES AT 31 DECEMBER 2011 (SHOWING THE % INTEREST HELD BY THE GROUP) 133 Note 32.1. Fully consolidated companies 133 Note 32.2. Associates 135 Note 32.3. Non-consolidated companies 135 82 GROUPE SEB Financial Report and Registration Document 2011
5.4. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years ended 31 December, in millions of euros SEB S.A. (“the Company”) and its subsidiaries (together “Groupe SEB” or “the Group”) are a world leader in the design, manufacture and marketing of cookware and small household appliances such as pressure cookers, irons and steam generators, kettles, coffee machines, deep fryers, toasters and food processors. NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated fi nancial statements were authorised for publication by the Board of Directors on 17 February 2012. As a company listed in a European Union country and in compliance with European Commission regulation 1606/2002/EC dated 19 July 2002, the 2011 consolidated fi nancial statements and the 2010 and 2009 comparative information have been prepared in accordance with the International Accounting Standards (lASs) and International Financial Reporting Standards (IFRSs) adopted by the European Union as of 31 December 2011, including the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and its predecessor, the Standing Interpretations Committee (SIC). These documents can be downloaded from the European Commission’s website, http://ec.europa.eu/internal_market/ accounting/ias_en.htm. New standards, amendments and interpretations whose application was mandatory from 1 January 2011 The following standards, amendments and interpretations whose application was mandatory as from 1 January 2011 had no material impact on the Group’s fi nancial statements: � IAS 24 (revised) – Related Party Disclosures, which clarifi es the defi nition of a related party and broadens the scope of disclosure requirements to include commitments with related parties rather than just transactions recognised in the fi nancial statements; � amendment to IAS 32 – Financial Instruments: Presentation, concerning the classifi cation of rights issues denominated in a currency other than the issuer’s functional currency; � amendment to IFRIC 14 – Prepayments of a Minimum Funding Requirement. This amendment states that when an entity is subject to minimum funding requirements under a defi ned benefi t plan and makes an early payment of contributions to cover those requirements, the benefi t of such an early payment can be treated as an asset in the same way as other forms of prepayments; � IFRIC 19 – Extinguishing Financial Liabilities with Equity Instruments, which provides guidance on accounting for agreements to settle a fi nancial liability fully or partially with shares or other equity instruments; Financial Report and Registration Document 2011 5 Consolidated fi nancial statements Notes to the consolidated fi nancial statements SEB S.A.’s registered office is at Chemin du Petit Bois, Ecully (69130 Rhône, France). The Company is listed on Eurolist by Euronext Paris (ISIN FR0000121709). � amendment to IFRS 1 – Limited Exemption from Comparative IFRS 7 Disclosure for First-time Adopters; � annual Improvements to IFRSs (May 2010), which mainly concern clarifications related to (i) the application of IFRS 3R – Business Combinations and IAS 27R, and (ii) the presentation of fi nancial statements in accordance with IAS 1, notably the disclosures required concerning items of other comprehensive income. New standards, amendments and interpretations not early adopted The following new standards, amendments and interpretations whose application is mandatory from 1 January 2012 or which may be applied even if they are not adopted by the European Union, provided that they do not confl ict with current standards, were not early adopted by the Group in 2011. Apart from the amendment to IAS 19 described below they are not expected to have any material impact on the Group’s fi nancial statements; � amendments to IFRS 7 – Financial Instruments: Disclosures, which are intended to improve the understanding of transfer transactions of fi nancial assets by requiring disclosures that enable users of fi nancial statements to (i) understand the relationship between transferred fi nancial assets that are not derecognised in their entirety and the associated liabilities and (ii) evaluate the nature of, and risks associated with, the entity’s continuing involvement in derecognised fi nancial assets; � amendment to IAS 1 – Presentation of Items of Other Comprehensive Income, which requires entities to group items presented in other comprehensive income on the basis of whether they are subsequently reclassifi able to profi t or loss; � amendment to IAS 12 – Income Taxes, concerning the measurement of deferred taxes relating to certain assets measured at fair value. This amendment is not expected to have a material impact on the consolidated fi nancial statements; � amendments to IAS 19 – Employee Benefits, which (i) eliminate the option to defer the recognition of actuarial gains and losses, known as the “corridor method” (at 31 December 2011, the Group’s unrecognised actuarial gains and losses represented a net loss of €30.2 million), (ii) clarify the presentation of changes in assets and liabilities arising from defi ned benefi t plans, (iii) remove the notion of expected return on plan assets, GROUPE SEB 5 83
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FINANCIAL REPORT and REGISTRATION D
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This Registration Document was fi l
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1Presentation of the Group 1.1. KEY
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Financial Report and Registration D
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1.3. BUSINESS SECTORS As a global l
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1.4. GROUP STRATEGY A long-term str
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In 2011, with only a few rare excep
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for an amount of €465 million, mo
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policy (monitored by a Steering Com
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INTEREST-RATE RISK AND CURRENCY RIS
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2Corporate governance 2.1. BOARD OF
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DAMARYS BRAIDA Member of the Founde
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JEAN-NOËL LABROUE Independent dire
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Attendance fees The maximum amount
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2.3. GROUP MANAGEMENT BODIES Group
Page 33 and 34: BENEFITS IN KIND Thierry de La Tour
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Page 37 and 38: TABLE 10 General information about
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Page 41 and 42: THE INFORMATION SYSTEMS DEPARTMENT
Page 43 and 44: Financial Report and Registration D
Page 45 and 46: 3Corporate, social and environmenta
Page 49 and 50: Breakdown of changes in staffi ng (
Page 51 and 52: Persons with disabilities (Worldwid
Page 53 and 54: Overtime (Worldwide) 2011: In Franc
Page 55 and 56: Bonuses and profi t sharing (France
Page 59 and 60: 3 Corporate, social and environment
Page 61 and 62: 4Commentary on the fi nancial year
Page 63 and 64: Raw materials The Group’s busines
Page 65 and 66: Groupe SEB receives recognition As
Page 67 and 68: Quarterly curve of 2010 organic gro
Page 69 and 70: In North America, 2011 was marked b
Page 71 and 72: in 2010 to €261 million in 2011)
Page 73 and 74: Cash fl ow and investment In €M 3
Page 75 and 76: 4.5. FINANCIAL REVIEW OF SEB S.A. S
Page 77 and 78: 5Consolidated fi nancial statements
Page 79 and 80: 5.2. CONSOLIDATED RATIOS (in %) 201
Page 81 and 82: Consolidated balance sheet At 31 De
Page 83: Consolidated statement of changes i
Page 87 and 88: The assumptions used - which mainly
Page 89 and 90: Derivative instruments designated a
Page 91 and 92: C) RESTRUCTURING PROVISIONS The Gro
Page 93 and 94: The provisional value assigned to t
Page 95 and 96: (in € millions) France Financial
Page 97 and 98: Note 3.2. REVENUE BY GEOGRAPHICAL L
Page 99 and 100: � €1 million in compensation co
Page 101 and 102: NOTE 8 INCOME TAXES Note 8.1. INCOM
Page 103 and 104: NOTE 9 EARNINGS PER SHARE Financial
Page 105 and 106: The discount rates used were determ
Page 107 and 108: 2009 (in € millions) Land Buildin
Page 111 and 112: NOTE 19 EQUITY Note 19.1. SHARE CAP
Page 113 and 114: Note 19.3. RESERVES AND RETAINED EA
Page 115 and 116: Note 21.1. PRODUCT WARRANTIES Provi
Page 121 and 122: NOTE 23 TRADE PAYABLES AND OTHER LI
Page 123 and 124: Note 24.2. NET DEBT Financial Repor
Page 125 and 126: Non-current financial assets consis
Page 127 and 128: currencies are partly hedged by mea
Page 129 and 130: The following table analyses fi nan
Page 131 and 132: (in € millions) Expenses Financia
Page 133 and 134: IFRIC interpretation no. 6 adopted
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NOTE 32 LIST OF CONSOLIDATED COMPAN
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Specifi c verifi cation Financial R
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6Company fi nancial statements 6.1.
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Note 2.3. NON-CURRENT FINANCIAL ASS
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NOTE 4 OTHER RECEIVABLES Financial
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NOTE 9 ACCRUALS ACCOUNTS Note 9.1.
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NOTE 13 OFF-BALANCE SHEET COMMITMEN
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6.4. STATUTORY AUDITORS’ REPORT O
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7Information on the Company and its
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7.3. FINANCIAL AUTHORISATIONS Finan
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HOLDING CONDITIONS APPLICABLE TO TH
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7.5. STOCK MARKET AND DIVIDEND INFO
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8Annual General Meeting 8.1. REPORT
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Board of Directors Financial Report
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8.3. PROPOSED RESOLUTIONS Proposed
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AUTHORISATION TO TRADE IN THE COMPA
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AUTHORISATION TO MAKE PERFORMANCE S
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� that the Board of Directors sha
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SEVENTEENTH RESOLUTION: EMPLOYEE SH
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9Additional information 9.1. CONSUL
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Fees paid to Statutory auditors The
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9.6. REGISTRATION DOCUMENT CROSS- R
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21 - ADDITIONAL INFORMATION Financi
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NOTES Financial Report and Registra
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FINANCIAL AGENDA 2012 26 APRIL AFTE
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