2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
2010Annual Report - Schneider Electric CZ, s.r.o.
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Note 2 Changes in the scope of consolidation<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
The Group’s consolidated fi nancial statements for the year ended December 31, 2010 include the accounts of the companies listed in note 32.<br />
The scope of consolidation at December 31, 2010 can be summarised as follows:<br />
Dec. 31, 2010<br />
Dec. 31, 2009<br />
Number of companies France International France International<br />
Parent company and fully consolidated subsidiaries 57 492 60 477<br />
Proportionally consolidated companies - 1 - 1<br />
Companies accounted for by the equity method 1 5 1 3<br />
Sub-total by region 58 498 61 481<br />
TOTAL 556 542<br />
2.1 - Acquisition of Areva T&D’s Distribution<br />
business<br />
On June 7, 2010 (closing date), a consortium comprising Alstom<br />
and <strong>Schneider</strong> <strong>Electric</strong> acquired all of Areva T&D’s capital for<br />
EUR2.29 billion. The two consortium partners also fi nanced the<br />
repayment of Areva T&D’s debt towards the Areva Group. As the<br />
buyer of the Distribution business, <strong>Schneider</strong> <strong>Electric</strong> fi nanced the<br />
equity value in the amount of EUR815 million and the debt refi nancing<br />
in the amount of EUR323 million. The transaction agreements specify<br />
no liability guarantee clause or earn-out payments.<br />
The Consortium agreement stipulates that, as of the transaction<br />
date, <strong>Schneider</strong> <strong>Electric</strong> immediately became the sole owner, with<br />
exclusive control, of the Distribution business previously held by<br />
Areva (and within the limit of Areva’s holding) and acquired through<br />
the Consortium. Consequently, the Distribution business was fully<br />
consolidated as of June 7, 2010, whilst the Transmission business<br />
was entirely excluded from the scope of consolidation.<br />
In accordance with standard IFRS 3 R, <strong>Schneider</strong> <strong>Electric</strong> valued<br />
the assets acquired and liabilities assumed at their fair value on the<br />
date of acquisition. This resulted in preliminary goodwill, which may<br />
be adjusted over a maximum period of 12 months starting from the<br />
acquisition date, according to new information relating to the facts<br />
and circumstances existing on the acquisition date. The provisional<br />
allocation of the acquisition price breaks down as follows:<br />
Before allocation (provisional)<br />
of acquisition price PPA<br />
After allocation (provisional)<br />
of acquisition price<br />
Acquisition price 1,138<br />
Non-current assets<br />
Current assets (excluding cash<br />
437 170 607<br />
and cash equivalents) 992 - 992<br />
Cash and cash equivalents 33 - 33<br />
Total assets 1,462 170 1,632<br />
Financial liabilities 45 - 45<br />
Non-current liabilities excluding debt 167 121 288<br />
Current liabilities excluding debt 799 54 853<br />
Non-controlling interests 34 2 36<br />
Total liabilities 1,045 177 1,222<br />
GOODWILL 727<br />
The valuation of the assets acquired at their fair value led principally to<br />
the recognition of intangible assets in the amount of EUR164 million<br />
(technology, backlog, inventories and customer relationships) and<br />
to revaluations of property, plant and equipment in the amount<br />
of EUR54 million; these assets were valued by independent<br />
experts. Contingent liabilities were recognised for a total amount of<br />
EUR155 million. The goodwill is not tax-deductible.<br />
2010 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC 167<br />
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