REXEL : Third-quarter & 9-month 2012 results (unaudited)

REXEL : Third-quarter & 9-month 2012 results (unaudited) 
PARIS -- (Marketwire) -- 10/31/12 -- 


 
                THIRD-QUARTER & 9-MONTH 2012 RESULTS (unaudited)
 
 Financial statements at Sept. 30, 2012 were authorized for issue by the
                     Management Board on October 24, 2012.
 
             REPORTED SALES UP 7.2% IN Q3 AND 6.8% IN THE 9 MONTHS
 
               RESILIENT PERFORMANCE IN A CHALLENGING ENVIRONMENT
 
            FULL-YEAR PROFITABILITY AND CASH-FLOW TARGETS CONFIRMED
 
                      NEW STRATEGIC ACQUISITION IN THE US

 
SOLID GROWTH IN REPORTED SALES 
* Reported sales up 7.2% in Q3 and up 6.8% in the 9 months 
* Strong contribution from acquisitions and positive currency
effect more than offset the decrease in organic sales 
RESILIENT PERFORMANCE IN INCREASINGLY CHALLENGING CONDITIONS 
* Q3: Reported EBITA up 3.9% and Adjusted EBITA(1) margin of 5.6% 
* 9 months: Reported EBITA up 8.2% and Adjusted EBITA(1) margin of
5.6% 
FULL-YEAR PROFITABILITY AND CASH-FLOW TARGETS CONFIRMED 
NEW STRATEGIC ACQUISITION IN THE US: MUNRO DISTRIBUTING COMPANY 


 
+----------------------------------+-------+----------+--------+-
---------+
|At September 30                   |Q3 2012|YoY Change| 9m 2012|YoY Change|
+----------------------------------+-------+----------+--------+----------+
|On a reported basis               |       |          |        |          |
+----------------------------------+-------+----------+--------+----------+
|Sales (EURm)                      |3,441.3|     +7.2%|10,009.4|     +6.8%|
|                                  |       |          |        |          |
|% change constant & same-day      |       |     -3.6%|        |     -0.8%|
+----------------------------------+-------+----------+--------+----------+
|EBITA (EURm)                      |  190.8|     +3.9%|   561.2|     +8.2%|
+----------------------------------+-------+----------+--------+----------+
|EBITA margin (as a % sales)       |   5.5%|    -20bps|    5.6%|    +10bps|
+----------------------------------+-------+----------+--------+----------+
|Operating income (EURm)           |  172.0|     +3.9%|   482.2|     +1.4%|
+----------------------------------+-------+----------+--------+----------+
|Net income (EURm)                 |   85.3|
     +1.3%|   236.4|     -7.8%|
+----------------------------------+-------+----------+--------+----------+
|Recurring net income (EURm)       |   96.4|     +0.3%|   286.7|    +10.0%|
+----------------------------------+-------+----------+--------+----------+
|Free cash flow before interest and|  103.8|    -34.8%|   228.6|     -3.4%|
| tax paid (EURm)                  |       |          |        |          |
+----------------------------------+-------+----------+--------+----------+
|Net debt end of period (EURm)     |       |          | 2,773.2|    +22.2%|
+----------------------------------+-------+----------+--------+----------+
|On a constant and adjusted basis  |       |          |        |          |
|(1)                               |       |          |        |          |
+----------------------------------+-------+----------+--------+----------+
|Gross profit (EURm)               |  834.0|     -3.3%| 2,456.0|     +0.3%|
+----------------------------------+-------+----------+--------+----------+
|Gross margin (as a % sales)       |  24.2%|    +20bps|   24.5%|    +20bps|
+----------------------------------+-------+----------+--------+----------+
|EBITA (EURm)                      |  191.7|     -8.2%|   558.1|     +1.7%|
+----------------------------------+-------+----------+--------+----------+
|EBITA margin (as a % sales )      |   5.6%|    -20bps|    5.6%|    +10bps|
+----------------------------------+-------+----------+--------+----------+

 
(1) Constant and adjusted  = at comparable  scope of consolidation and
exchange
rates,  excluding the  non-recurring effect  related to 
changes in copper-based cable prices and before amortization of
purchase price allocation; an extract of financial statements is
presented in Appendix. 
Rudy PROVOOST, Chairman of the Management Board and CEO, said: 
"In  the  past  quarter,  we  demonstrated  the resilience of our
business model
despite  a challenging environment. Supported by 
acquisitions and driven by our Energy  in Motion initiatives,  Rexel
posted solid  growth in reported sales and reported  EBITA. The
strategic acquisition of Munro announced today is a
further
demonstration  of our commitment to increase our  footprint
in the US market and expand our offer in Energy Efficiency solutions.
In  an increasingly  uncertain macroeconomic  context, we  target
mid-  to high-single-digit  growth  in  reported  sales  and 
reported  EBITA for the year and confirm  our targets of
profitability and cash generation with an adjusted EBITA
margin of
5.7% and free cash-flow before interest and tax of around EUR600m." 
Financial review for the period ended September 30, 2012 
Unless otherwise stated, all comments are on a constant and adjusted
basis and, for sales, at same number of working days 
Reported  sales:  +7.2% in  Q3  and  +6.8% in  the  9 months,
supported by solid
contribution from acquisitions and a positive
currency effect 
Constant  and same-day  sales evolution:  -3.6% in  Q3, reflecting 
the economic
slowdown and challenging comparables vs. Q3 2011; -0.8%
in the 9 months 
In  the third quarter,  Rexel recorded sales  of EUR3,441.3 million, 
up 7.2% on a reported  basis and  down 3.6% on  a constant  and
same-day basis. Excluding the negative  1.0 percentage point  impact
due  to the  change in copper-based cable
prices, sales were down
2.6% on a constant and same-day basis. 
The 7.2% rise in sales on a reported basis included: 
-   A positive currency effect of EUR191.4 million (mainly due to the
appreciation
of the USD, the CAD, the GBP and the AUD against the
euro), 
-   A  net  positive  effect  of  EUR191.5  million  from  changes in
the scope of consolidation  (acquisitions: EUR193.4  million minus 
divestments: EUR1.9 million),
which accelerated in Q3 due to the
consolidation of Platt as from July 1, 
-  A negative calendar effect of 0.6 percentage point. 
On  a  constant  and  same-day  basis,  sales reflected increasingly
challenging
conditions in Rexel's end-markets: 
* Slowing momentum from industry, 
* Persistently low level of residential construction, 
* Weak activity in the commercial end-market, impacted by
postponement of projects, as  well as challenging comparables: Q3
2011 was the strongest quarter last year (+7.5% on a constant and
same-day basis). 
In  the nine  months, Rexel  recorded sales  of EUR10,009.4  million,
up 6.8% on a reported  basis and  down 0.8% on  a constant  and
same-day basis. Excluding the negative  0.9 percentage point  impact
due  to the  change in copper-based cable
prices, sales were slightly
up (+0.1%) on a constant and same-day basis. 
The 6.8% rise in sales on a reported basis included: 
-   A positive currency effect of EUR410.5 million (mainly due to the
appreciation
of the USD, the CAD, the GBP and the AUD against the
euro), 
-   A  net  positive  effect  of  EUR281.3  million  from  changes in
the scope of consolidation (acquisitions: EUR346.2 million minus
divestments: EUR64.9 million), 
-  A positive calendar effect of 0.2 percentage points. 
Europe (55% of Group sales): -5.2% in Q3 and -2.5% in 9m on a
constant and same-day basis 
In  the third quarter,  sales in Europe  decreased by 0.7% on  a
reported basis,
includ
ing  a positive impact of EUR67.8  million from
the consolidation of Eurodis
and  Toutelectric in France, Wilts  in
the UK, La  Grange in Belgium and Erka in Spain. 
On  a constant and  same-day basis, sales  slowed sequentially: -5.2%
 in Q3 vs. -2.7% in Q2. Excluding photovoltaic, sales were down 4.6%
in Q3. 
In  France, sales  were down  4.9% in Q3  (vs. -2.8%  in the 
previous quarter),
reflecting  lower demand from the industrial
end-market as well as a slowdown in residential and commercial
construction. 
In  the UK, sales  were down 3.3% in  Q3, in line  with the previous
quarter and against  very challenging  comparables (Q3  2011 was the 
strongest quarter last
year   at   +11.0%). Excluding   photovoltaic 
and  the  impact  of  the branch
optimization  program that was 
implemented in recent  quarters (438 branches at September 30, 2012
vs. 452 branches at September 30, 2011), sales were down only
-1.6%
in Q3 (vs. -2.5% in the previous quarter). 
In  Germany, sales were  down 5.1%, in Q3  (vs. -5.4% in  the
previous quarter).
Excluding  photovoltaic, sales were  down 3.4% in
Q3  (vs. +0.1% in the previous
quarter),  reflecting slowing momentum
from  the industrial end-market and lower
export activity 
In  Belgium, sales  were down  13.9%, in Q3.  Excluding photovoltaic,
sales were
down  6.8% (vs. -0.4% in  the previous quarter),  impacted
by delayed commercial
projects and lower residential activity. 
In  the Netherlands,  sales posted  a 9.6% decline  in Q3, continuing
to reflect
difficult market conditions and the business transformation
underway. 
In  both Switzerland  and Austria,  sales grew  in Q3,  respectively
by 2.3% and 4.2%. 
In  Scandinavia, sales  decreased by  3.3% in Q3.  They were  up 1.4%
in Norway,
while  Sweden  and  Finland  were  down  respectively  5.2%
and 6.4%, reflecting
challenging macroeconomic conditions in both
countries. 
Southern  European countries posted a decline of 11.8% in Q3, largely
due to the continued  poor performance of Spain (-16.8%) and Italy
(-8.4%), while Portugal posted an increase of 4.6%, helped by export
activity. 
North  America (32% of Group  sales): +0.1% in Q3 and  +3.2% in 9m on
a constant
and same-day basis 
In  the third quarter, sales in North America were up 22.5% on a
reported basis,
including  a positive effect of EUR116.1 million  from
exchange rates (USD and CAD against the euro) and a further positive
effect of EUR100.8 million resulting from the   consolidation   of  
Liteco   (Canada)  as  from  January  2012 and, more
significantly, 
from  the  acquisition  of  Platt  (US) as from July 2012.
Platt
represented EUR86.0 million out of the EUR100.8 million scope
effect in the quarter. 
On  a constant and  same-day basis, sales  were broadly flat (+0.1%),
reflecting
contrasting situations: -1.8% in the US and +5.0% in
Canada. 
In  the US, sales  were down 1.8% in  Q3, reflecting challenging
comparables (Q3 2011 was  the  strongest  quarter  last  year:  +9.2%
on a constant and same-day
basis). On a 24-month basis, sales were up
8.9% in Q3 2012 (vs. Q3 2010) in line
with the 8.7% growth posted in
Q2 2012 (vs. Q2 2010). 
In  Canada, sales were up 5.0%, despite  a challenging base effect
(constant and same-day  growth was  +11.2% in Q3  2011). Growth
continued  to be driven by the industrial end-market, particularly in
the mining and oil & gas segments. 
Asia-Pacific (10% of Group sales): -9.0% in Q3 and -4.4% in 9m on a
constant and same-day basis 
In  the third quarter, sales  in Asia-Pacific were up  0.9% on a
reported basis,
including  a  positive  effect  of  EUR40.9  million
from favorable exchange rates (primarily the appreciation of the AUD
against the euro). 
On a constant and same-day basis, sales were down 9.0% in Q3. 
In  China (c.  25% of the  region's sales),  sales were  down 7.4%,
reflecting a strong  decline in wind sales and  extremely challenging
comparables as Q3 2011
was  the strongest quarter  last year, notably
 due to the  positive impact of a large  project  operated  by 
Gexpro  China  (+33.3%  on a constant and same-day
basis). Excluding
wind, sales were up 1.1% in Q3. 
In  Australia  (c.  60% of  the  region's  sales),  sales  were down
8.5%, still
impacted by difficult macroeconomic conditions but also by
the implementation of a new carbon tax as from July 1, that severely
hit mining and projects. 
In  New Zealand  (c. 10% of  the region's  sales), sales  were down
14.8%, still
reflecting  the poor macroeconomic environment,  branch
closures (50 branches at September  30, 2012 vs. 61 branches  at
September  30, 2011) and delay  in post-earthquake reconstruction. 
Latin America (3% of Group sales): +4.3% in Q3 and +5.4% in 9m on a
constant and same-day basis 
In  the third quarter, sales in Latin America were up 47.7% on a
reported basis,
including a positive effect of EUR24.6 million
resulting from the consolidation of Delamano and Etil in Brazil and
V&F Tecnologia in Peru. 
On  a constant and same-day basis, sales  were up 4.3% due to strong
performance
in Chile (+15.9%) and Peru (+15.8%), while sales in
Brazil were slightly down
(-2.0%), impacted  by slower momentum  in
industry and  the integration process of the recently acquired
Delamano. 
Resilient profitability in Europe and improvement in North America
(87% of sales) despite increasingly challenging macroeconomic
conditions; Asia-Pacific and Latin America under pressure 
In  the third quarter, EBITA[1] margin decreased by 20 basis points
and stood at 5.6%. 
This 20 basis point drop reflected: 
* A 20 basis point improvement in gross margin, to 24.2%, 
* An increase in distribution and administrative expenses[2] as a
percentage of sales (from 18.20% in Q3 2011 to 18.66% in Q3 2012):
these expenses were reduced by 1.8% while sales decreased by 4.2% on a
constant and actual-day basis. 
By geography: 
* Europe demonstrated very strong resilience with stable EBITA(1)
margin of 6.5% (sales were down 5.9% in the quarter on a constant and
actual-day basis), 
* North America continued to improve its EBITA(1) margin by 20bps
to 5.4% (sales were flat in the quarter on a constant and actual-day
basis), 
* Asia-Pacific posted a 230bp drop in EBITA(1) margin to 5.1%,
impacted by the strong decline in sales (down 9.7% in the quarter on a
constant and actual-day basis) and adverse geographic mix, 
* Latin America posted a 220bp drop in EBITA(1) margin to 1.5%
(although sales were up 1.2% in the quarter on a constant and
actual-day basis), impacted by strong inflation in personnel costs
and expense due to building a strong national platform in Brazil. 
Europe  and North America, which demonstrated  either very resilient
or improved
EBITA(1) margin, represent over 85% of Group sales. 
In  the nine months,  EBITA(1) margin improved  by 10 basis points 
and stood at 5.6% 
This 10bp improvement reflected: 
* A 20bp improvement in gross margin, to 24.5%, 
* An increase in distribution and administrative expenses2 as a
percentage of sales (from 18.87% in 9m 2011 to 18.96% in 9m 2012):
these expenses were reduced by 0.1% while sales decreased by 0.6% on a
constant and actual-day basis. 
Reported EBITA up 3.9% in Q3 and up 8.2% in the nine months 
Reported  EBITA reached EUR190.8 million in the quarter, up 3.9%
year-on-year, and EUR561.2 m
illion in the nine months, up 8.2%
year-on-year, boosted by acquisitions
and a positive currency effect. 
Operating income up 3.9% in Q3 and 1.4% in the nine months 
Recurring  net income up 10.0% in the  nine months; reported net
income impacted
by rise in tax rate 
In the nine months, operating income was up 1.4% at EUR482.2 million. 
* Amortization of purchase price allocation amounted to EUR9.3
million (vs. EUR13.1 million in 9m 2011). 
* Other income and expenses amounted to a net charge of EUR69.7
million (vs. a net charge of EUR29.9 million in 9m 2011, which
benefited from the net proceeds from the disposals of HBA and Kompro
for EUR26.1 million). They included EUR27.6 million of goodwill
impairment (already accounted for as of June 30 and mainly due to
weaker than expected performance in the Netherlands and in New
Zealand). They also included EUR28.2 million of restructuring costs
(vs. EUR15.2 million in 9m 2011). 
In  the nine months,  net income stood  at EUR236.4 million  vs.
EUR256.3 million in 9m 2011. The  7.8% decrease was mainly
attributable to the rise in the effective
tax  rate: as  expected,
this  rate increased  to 29.5% in  9m 2012 vs. 21.2% in 9m 2011,
which  benefited  from  the  recognition  of  prior-year losses
carried
forward. 
It included: 
*  Net financial expenses for EUR149.0 million (vs. EUR152.1
million in 9m 2011). The average effective interest rate for the nine
months stood at 7.2% (flat vs. 9m 2011). 
*  Income tax represented a charge of EUR98.3 million (vs. EUR68.5
million in 9m 2011), as explained above. 
*  Share of profit/loss in associates was a profit of EUR1.5
million (vs. a profit of EUR1.2 million in 9m 2011). 
In  the nine months, recurring net income  amounted to EUR286.6
million, up 10.0%
year-on-year (see appendix 2). 
Positive free cash-flow before interest and tax(3) of EUR228.6
million in the nine months 
Temporary  rise  in  indebtedness  ratio  to  slightly  above  3
times EBITDA at September  30, 2012 (vs. 2.80x at September  30, 2011)
due to the  impact of the payment of Platt in early July 
In  the nine months, free cash flow before  interest and tax[3] was
an inflow of EUR228.6  million  (vs.  an  inflow  of  EUR236.6 
million  in 9m 2011). This inflow included: 
* Net capital expenditure of EUR54.2 million, 
* A EUR268.0 million outflow from change in working capital,
resulting from stronger sales, higher inventories and lower level of
trade payables. 
At  September 30, 2012, net debt stood  at EUR2,773.2 million, vs.
2,270.2 million
at September 30, 2011 and vs. 2,078.2 million at
December 31, 2011. It took into
account: 
-     EUR491.6 million of net financial investment,  of which
EUR338.1 million in Q3 largely attributable to the payment of Platt in
early July, 
-    EUR126.1 million of net interest paid, 
-    EUR94.9 million of income tax paid, 
-    EUR143.0 million of dividend paid in cash, 
-    EUR19.9 million of unfavorable currency effect. 
At  the end of September, the indebtedness  ratio (Net financial debt
/ EBITDA),
as calculated under the Senior Credit Agreement terms,
stood at 3.07 (vs. 2.80x
at  September  30, 2011 and  vs.  2.40x at 
December  31, 2011). This level was temporarily  impacted by the
payment  of Platt in early  July. It will return to around  2.8 times
 at  the  end  of  the  year  (including the impact of the two
acquisitions  announced below),  thanks to  the strong  seasonality
of cash flow
generation during Q4. 
Two new acquisitions in line with Rexel's external growth strategy
and Energy in Motion plan 
* USA: strengthened presence and acceleration in energy efficiency
with the strategic acquisition of Munro Distributing Company 
Rexel  reached an agreement yesterday to  acquire Munro Distributing
Company, an innovative  electrical products  & services  distributor
specializing  in energy
efficiency  and conservation  solutions in 
the Eastern  US and California. This
acquisition  significantly
reinforces  Rexel's position  in the  US as a premier
provider  of 
energy  efficiency  solutions.  The  combination of Rexel's
robust
energy  platform  -  within  its  Gexpro  and  Rexel  Inc. 
banners  - and Munro
Distributing  Company  will  create  an  energy
efficiency solutions offering of unrivaled  scope  in  the  U.S. 
market,  in  line with Rexel's Energy in Motion
strategic plan. Munro
 Distributing Company's history of  innovative energy efficiency
solutions
and  strong partnerships  with energy  services companies 
(ESCOs) and utilities
will create significant value for the Group.
Founded  in 1951 and  based in  Massachusetts, the  company operates
12 branches
located  in  5 states  (Massachusetts,  Rhode  Island, 
New York, New Jersey and California) and employs about 185 people. It
should post annual sales of c. EUR115
million this year (vs. EUR88
million in 2011). This  acquisition represents c. EUR115 million
(enterprise value) for Rexel and it will  be accretive  by the  end
of  2013. The transaction,  subject to customary
conditions,  should 
close  in  early  December and Munro Distributing
Company's
operations should be consolidated from December 1. 
* Peru: expanded footprint and strengthened links to the mining
industry through the acquisition of Dirome 
In early August, Rexel acquired one of the leading players in Peru,
Dirome. This
acquisition  expands Rexel's footprint  in the
fast-growing  Peruvian market and strengthens  its  presence  in  the
 mining  industry,  one of the priorities of Rexel's Energy in Motion
company plan. With  its experience  in distributing  a broad  offer
of  electrical products to large  industrial and service companies, 
small and medium-sized contractors and retail operators, Dirome
offers strong geographical and business complementarity
with V&F
Tecnologia, which Rexel acquired in October 2011. Founded  in 1996,
Dirome operates 4 branches (2 in Trujillo, 1 in Piura and 1 in Lima),
 employs 55 people and serves the Peruvian  coast from North to
South. It should post annual sales of c. EUR10 million in 2012. This 
acquisition will be  accretive by the  end of 2013 and Dirome's
operations
are consolidated as from October 1. 
2012 outlook 
In  a macroeconomic environment that has slowed continuously since
the beginning
of the year, Rexel, driven by its acquisition strategy,
targets: 
* Mid- to high-single digit growth in reported sales (vs. previous
target of "organic growth above weighted GDP average growth"), 
* Mid- to high-single digit growth in reported EBITA (new target). 
Despite  the increasingly  uncertain macroeconomic  context, Rexel
confirms its profitability and cash-flow targets: 
* Adjusted EBITA(1) margin of 5.7% (in line with the
previously-announced target of "at least 5.7%"), 
* Free cash-flow before interest and tax of around EUR600
million
(unchanged). 


 
                                    Calendar
 
February 12, 2013                     Fourth-quarter and full-year 2012
results
 
May 2, 2013                             First-quarter 2013 results
 
July 26, 2013                            Second-quarter and half-year 2013
results
 
October 31, 2013                      Third-quarter and 9-month 2013
results

  
Financial information 
The financial report for the period ended September 30, 2012 is
available on the Group's website (www.rexel.com), in the "Regulated
information" section, and has been filed with the French Autorite des
Marches Financiers. 
A slideshow of the third-quarter & 9-month 2012 results is also
available on the Group's website. 
Rexel,  a  global  leader  in  the  distribution  of  sustainable and
innovative
products  and services for  automation, technical supply 
and energy management,
addresses three main markets - industrial,
commercial and residential. The Group
supports  customers around the
globe, wherever they are, to create value and run their  busine
ss
better. With  a network of  some 2,200 branches in 37 countries,
and 
over  28,000 employees,  Rexel's  sales  were  EUR12.7  billion  in
2011. Its majority  shareholders are  an investor  group led  by
Clayton, Dubilier & Rice,
Eurazeo and BAML Capital Partners. 
Rexel  is listed on the Eurolist market of Euronext Paris
(compartment A, ticker
RXL, ISIN code FR0010451203). It is included
in the following indices: SBF 120,
CAC  Mid 100, CAC  AllTrade, CAC 
AllShares, FTSE  EuroMid, FTSE4Good, STOXX600,
STOXX Europe
Sustainability and ASPI Eurozone. 
Rexel  has  elected  for  early  adoption  of revised IAS 19
"Employee Benefits"
following  its endorsement  by EU  on June  6,
2012. The early  adoption of this
amendment improves information of
the Group's financial situation, in particular
the  presentation  in 
the  financial  statements  of  the surplus or deficit of pension
funds. Accounting policy changes have been applied retrospectively of
of January  1, 2011 and comparative  information are  available in the
consolidated
financial statements. 
Appendix 1 
Segment reporting - Constant and adjusted basis ((*)) 
(*)  Constant and adjusted  = at comparable  scope of consolidation
and exchange
rates,  excluding the  non-recurring effect  related to 
changes in copper-based cables  price and  before amortization  of
purchase  price allocation;  the non-recurring  effect related  to
changes  in copper-based  cables price was, at the EBITA level: 
- a loss of EUR8.8 million in Q3 2011 and a loss of EUR0.9 million in
Q3 2012; 
- a loss of EUR0.4 million in 9m 2011 and a profit of EUR3.1 million
in 9m 2012. 
GROUP 


 
+-----------------------+-------+-------+------+---------+-------
--+------+
|Constant and adjusted  |Q3 2011|Q3 2012|Change| 9m 2011 | 9m 2012 |Change|
|      basis (EURm)     |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|Sales                  |3,593.7|3,441.3| -4.2%| 10,065.1| 10,009.4| -0.6%|
|                       |       |       |      |         |         |      |
|    on a constant basis|       |       |      |         |         |      |
|    and same days      |       |       | -3.6%|         |         | -0.8%|
+-----------------------+-------+-------+------+---------+---------+------+
|Gross profit           |  862.7|  834.0| -3.3%|  2,447.5|  2,456.0| +0.3%|
|                       |       |       |      |         |         |      |
|      as a % of sales  |  24.0%|  24.2%|+20bps|    24.3%|    24.5%|+20bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Distribution & adm.    |       |       |      |         |         |      |
|expenses               |       |       |      |         |         |      |
|(incl. depreciation)   |(653.9)|(642.3)| -1.8%|(1,899.0)|(1,897.9)| -0.1%|
+-----------------------+-------+-------+------+---------+---------+------+
|EBITA                  |  208.8|  191.7| -8.2%|    548.6|    558.1| +1.7%|
|                       |       |       |      |         |         |      |
|      as a % of sales  |   5.8%|   5.6%|-20bps|     5.5%|     5.6%|+10bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Headcount              |       |       |      |         |         |      |
|(end of period)        | 30,927| 30,400| -1.7%|   30,927|   30,400| -1.7%|
+-----------------------+-------+-------+------+---------+---------+------+

 
 EUROPE 


 
+-----------------------+-------+-------+------+---------+-------
--+------+
| Constant and adjusted |Q3 2011|Q3 2012|Change| 9m 2011 | 9m 2012 |Change|
| basis (EURm)          |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|Sales                  |1,944.9|1,829.3| -5.9%|  5,690.1|  5,525.6| -2.9%|
|                       |       |       |      |         |         |      |
|    on a constant basis|       |       |      |         |         |      |
|    and same days      |       |       | -5.2%|         |         | -2.5%|
|                       |       |       |      |         |         |      |
|o/w   France           |  606.6|  576.9| -4.9%|  1,882.8|  1,825.5| -3.0%|
|                       |       |       |      |         |         |      |
|    on a constant basis|       |       |      |         |         |      |
|    and same days      |       |       | -4.9%|         |         | -2.5%|
|                       |       |       |      |         |         |      |
|    United Kingdom     |  294.9|  281.3| -4.6%|    806.4|    794.5| -1.5%|
|                       |       |       |      |         |         |      |
|    on a constant basis|       |       |      |         |         |      |
|    and same days      |       |       | -3.3%|         |         | -1.5%|
|                       |       |       |      |         |         |      |
|    Germany            |  241.1|  225.5| -6.5%|    669.3|    650.5| -2.8%|
|                       |       |       |      |         |         |      |
|    on a constant basis|       |       |      |         |         |      |
|    and same days      |       |       | -5.1%|         |         | -2.3%|
|                       |       |       |      |         |         |      |
|    Scandinavia        |  239.9|  228.6| -4.7%|    682.1|    688.4| +0.9%|
|                       |       |       |      |         |         |      |
|    on a constant basis|       |       |      |         |         |      |
|    and same days      |       |       | -3.3%|         |         | +1.3%|
+-----------------------+-------+-------+------+---------+---------+------+
|Gross profit           |  500.8|  482.6| -3.6%|  1,498.6|  1,489.4| -0.6%|
|                       |       |       |      |         |         |      |
|      as a % of sales  |  25.7%|  26.4%|+70bps|    26.3%|    27.0%|+70bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Distribution & adm.    |       |       |      |         |         |      |
|expenses               |       |       |      |         |         |      |
|(incl. depreciation)   |(373.8)|(364.1)| -2.6%|(1,124.4)|(1,108.2)| -1.4%|
+-----------------------+-------+-------+------+---------+---------+------+
|EBITA                  |  127.0|  118.4| -6.7%|    374.2|    381.2| +1.9%|
|                       |       |       |      |         |         |      |
|      as a % of sales  |   6.5%|   6.5%|stable|     6.6%|     6.9%|+30bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Headcount (end of      |       |       |      |         |         |      |
|period)                | 17,818| 17,230| -3.3%|   17,818|   17,230| -3.3%|
+-----------------------+-------+-------+------+---------+---------+------+

 
NORTH AMERICA 


 
+-------------------------+-------+-------+-------+-------+------
-+-------+
|    Constant and adjusted|Q3 2011|Q3 2012|Change |9m 2011|9m 2012|Change |
|    basis (EURm)         |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|Sales                    |1,181.4|1,181.3|   0.0%|3,078.5|3,224.4|  +4.7%|
|                         |       |       |       |       |       |       |
|  on a constant basis and|       |       |       |       |       |       |
|  same days              |       |       |  +0.1%|       |       |  +3.2%|
|                         |       |       |       |       |       |       |
|o/w   United States      |  838.2|  826.0|  -1.4%|2,125.6|2,209.8|  +4.0%|
|                         |       |       |       |       |       |       |
|  on a constant basis and|       |       |       |       |       |       |
|  same days              |       |       |  -1.8%|       |       |  +1.8%|
|                         |       |       |       |       |       |       |
|  Canada                 |  343.3|  355.3|  +3.5%|  952.9|1,014.6|  +6.5%|
 
|                         |       |       |       |       |       |       |
|  on a constant basis and|       |       |       |       |       |       |
|  same days              |       |       |  +5.0%|       |       |  +6.5%|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Gross  profit            |  255.7|  258.2|  +1.0%|  659.7|  693.1|  +5.1%|
|                         |       |       |       |       |       |       |
|as a % of sales          |  21.6%|  21.8%| +20bps|  21.4%|  21.5%| +10bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Distribution & adm.      |       |       |       |       |       |       |
|expenses                 |       |       |       |       |       |       |
|(incl. depreciation)     |(194.0)|(194.5)|  +0.2%|(528.6)|(530.7)|  +0.4%|
+-------------------------+-------+-------+-------+-------+-------+-------+
|EBITA                    |   61.7|   63.7|  +3.3%|  131.1|  162.4| +23.9%|
|                         |       |       |       |       |       |       |
|      as a % of sales    |   5.2%|   5.4%| +20bps|   4.3%|   5.0%| +70bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Headcount (end of period)|  8,378|  8,485|   1.3%|  8,378|  8,485|   1.3%|
+-------------------------+-------+-------+-------+-------+-------+-------+

 
ASIA-PACIFIC 


 
+-------------------------+-------+-------+-------+-------+-------+-------+
|    Constant and adjusted|Q3 2011|Q3 2012| Change|9m 2011|9m 2012| Change|
|    basis (EURm)         |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|Sales                    |  390.8|  352.9|  -9.7%|1,071.9|1,026.0|  -4.3%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       |       |       |       |       |
|      and same days      |       |       |  -9.0%|       |       |  -4.4%|
|                         |       |       |       |       |       |       |
|o/w   China              |  103.3|   97.2|  -5.8%|  264.3|  274.9|  +4.0%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       |       |       |       |       |
|      and same days      |       |       |  -7.4%|       |       |  +3.2%|
|                         |       |       |       |       |       |       |
|      Australia          |  226.7|  203.8| -10.1%|  634.2|  599.9|  -5.4%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       |       |       |       |       |
|      and same days      |       |       |  -8.5%|       |       |  -5.5%|
|                         |       |       |       |       |       |       |
|      New Zealand        |   41.0|   34.4| -16.1%|  115.6|  100.1| -13.4%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       |       |       |       |       |
|      and same days      |       |       | -14.8%|       |       | -12.5%|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Gross profit             |   88.5|   74.6| -15.7%|  238.2|  218.2|  -8.4%|
|                         |       |       |       |       |       |       |
|      as a % of sales    |  22.6%|  21.1%|-150bps|  22.2%|  21.3%| -90bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Distribution & adm.      |       |       |       |       |       |       |
|expenses                 |       |       |       |       |       |       |
|(incl. depreciation)     | (59.4)| (56.4)|  -5.0%|(172.2)|(168.1)|  -2.4%|
+-------------------------+-------+-------+-------+-------+-------+-------+
|EBITA                    |   29.1|   18.1| -37.6%|   66.0|   50.1| -24.2%|
|                         |       |       |       |       |       |       |
|      as a % of sales    |   7.4%|   5.1%|-230bps|   6.2%|   4.9%|-130bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Headcount (end of period)|  2,920|  2,794|  -4.3%|  2,920|  2,794|  -4.3%|
+-------------------------+-------+-------+-------+-------+-------+-------+

 
LATIN AMERICA 


 
+-------------------------+-------+-------+-------+-------+------
-+-------+
|   Constant and adjusted |Q3 2011|Q3 2012|Change |9m 2011|9m 2012|Change |
|   basis (EURm)          |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|Sales                    |   76.7|   77.6|  +1.2%|  224.4|  233.2|  +3.9%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       |  +4.3%|       |       |  +5.4%|
|      and same days      |       |       |       |       |       |       |
|                         |       |       |       |       |       |       |
|o/w   Brazil             |   49.1|   47.3|  -3.5%|  137.1|  135.8|  -0.9%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       |  -2.0%|       |       |  +0.3%|
|      and same days      |       |       |       |       |       |       |
|                         |       |       |       |       |       |       |
|      Chile              |   24.3|   26.2|  +8.0%|   77.9|   86.1| +10.6%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       | +15.9%|       |       | +12.9%|
|      and same days      |       |       |       |       |       |       |
|                         |       |       |       |       |       |       |
|      Peru               |    3.4|    4.1| +19.3%|    9.4|   11.3| +20.4%|
|                         |       |       |       |       |       |       |
|      on a constant basis|       |       | +15.8%|       |       | +18.5%|
|      and same days      |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|Gross profit             |   17.3|   18.1|  +4.7%|   48.8|   53.8| +10.1%|
|                         |       |       |       |       |       |       |
|      as a % of sales    |  22.5%|  23.3%| +80bps|  21.8%|  23.1%|+130bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Distribution & adm.      |       |       |       |       |       |       |
|expenses                 | (14.4)| (16.9)| +17.4%| (40.7)| (48.3)| +18.6%|
|(incl. depreciation)     |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|EBITA                    |    2.9|    1.2| -58.5%|    8.1|    5.5| -32.1%|
|                         |       |       |       |       |       |       |
|      as a % of sales    |   3.7%|   1.5%|-220bps|   3.6%|   2.4%|-120bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Headcount (end of period)|  1,614|  1,685|   4.4%|  1,614|  1,685|   4.4%|
+-------------------------+-------+-------+-------+-------+-------+-------+

  
Appendix 2 
Extract of Financial Statements 
Consolidated Income Statement 


 
+-----------------------+-------+-------+------+---------+-------
--+------+
|  Reported basis (EURm)|Q3 2011|Q3 2012|Change| 9m 2011 | 9m 2012 |Change|
+-----------------------+-------+-------+------+---------+---------+------+
|Sales                  |3,210.8|3,441.3| +7.2%|  9,373.3| 10,009.4| +6.8%|
+-----------------------+-------+-------+------+---------+---------+------+
|Gross profit           |  761.9|  833.1| +9.3%|  2,294.5|  2,459.3| +7.2%|
|                       |       |       |      |         |         |      |
|  as a % of sales      |  23.7%|  24.2%|      |    24.5%|    24.6%|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Distribution & adm.  
  |       |       |      |         |         |      |
|expenses               |       |       |      |         |         |      |
|(excl. depreciation)   |(560.4)|(623.3)|+11.2%|(1,721.0)|(1,843.7)| +7.1%|
+-----------------------+-------+-------+------+---------+---------+------+
|EBITDA                 |  201.5|  209.7| +4.1%|    573.5|    615.6| +7.3%|
|                       |       |       |      |         |         |      |
|  as a % of sales      |   6.3%|   6.1%|      |     6.1%|     6.2%|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Depreciation           | (17.9)| (18.9)|      |   (54.8)|   (54.4)|      |
+-----------------------+-------+-------+------+---------+---------+------+
|EBITA                  |  183.6|  190.8| +3.9%|    518.7|    561.2| +8.2%|
|                       |       |       |      |         |         |      |
|  as a % of sales      |   5.7%|   5.5%|      |     5.5%|     5.6%|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Amortization of        |       |       |      |         |         |      |
|purchase price         |       |       |      |         |         |      |
|allocation             |  (3.9)|  (4.2)|      |   (13.1)|    (9.3)|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Operating income       |       |       |      |         |         |      |
| bef. other inc.       |       |       |      |         |         |      |
|and exp.               |  179.7|  186.6| +3.8%|    505.6|    551.9| +9.2%|
|                       |       |       |      |         |         |      |
|  as a % of sales      |   5.6%|   5.4%|      |     5.4%|     5.5%|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Other income and       |       |       |      |         |         |      |
|expenses               | (14.1)| (14.6)|      |   (29.9)|   (69.7)|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Operating income       |  165.6|  172.0| +3.9%|    475.7|    482.2| +1.4%|
+-----------------------+-------+-------+------+---------+---------+------+
|Financial expenses     |       |       |      |         |         |      |
|(net)                  | (54.4)| (52.0)|      |  (152.1)|  (149.0)|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Share of profit        |       |       |      |         |         |      |
|(loss) in associates   |    1.1|    1.3|      |      1.2|      1.5|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Net income (loss)      |       |       |      |         |         |      |
|before income tax      |  112.3|  121.3| +8.1%|    324.8|    334.7| +3.0%|
+-----------------------+-------+-------+------+---------+---------+------+
|Income tax             | (28.1)| (36.0)|      |   (68.5)|   (98.3)|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Net income (loss)      |   84.2|   85.3| +1.3%|    256.3|    236.4| -7.8%|
+-----------------------+-------+-------+------+---------+---------+------+
|Net income (loss) attr.|       |       |      |         |         |      |
|to non-controlling     |       |       |      |         |         |      |
|interests              |    0.6|    0.6|      |      1.0|      0.7|      |
+-----------------------+-------+-------+------+---------+---------+------+
|Net income (loss) attr.|       |       |      |         |         |      |
|to equity holders of   |       |       |      |         |         |      |
|the parent             |   83.6|   84.7| +1.3%|    255.3|    235.7| -7.7%|
+-----------------------+-------+-------+------+---------+---------+------+

  
Recurring Net Income 


 
+---------------------------+-------+-------+------+-------+-----
--+------+
|       In millions of euros|Q3 2011|Q3 2012|Change|9m 2011|9m 2012|Change|
+---------------------------+-------+-------+------+-------+-------+------+
|Reported net income        |   84.2|   85.3| +1.3%|  256.3|  236.4| -7.8%|
|                           |       |       |      |       |       |      |
|Non-recurring copper effect|    8.6|    0.9|      |    0.6|   -3.1|      |
|                           |       |       |      |       |       |      |
|Other expense & income     |   14.2|   14.6|      |   29.9|   69.7|      |
|                           |       |       |      |       |       |      |
|Financial expense          |    3.1|    0.0|      |   13.1|   -7.4|      |
|                           |       |       |      |       |       |      |
|Tax expense                |  -13.9|   -4.4|      |  -39.4|   -9.0|      |
|                           |       |       |      |       |       |      |
|Recurring net income       |   96.1|   96.4| +0.3%|  260.5|  286.7|+10.0%|
+---------------------------+-------+-------+------+-------+-------+------+

  
Sales and profitability by segment 


 
+---------------------+-------+-------+------+-------+--------+--
----+
|Reported basis (EURm)|Q3 2011|Q3 2012|Change|9m 2011|9m 2012 |Change|
+---------------------+-------+-------+------+-------+--------+------+
|Sales                |3,210.8|3,441.3| +7.2%|9,373.3|10,009.4| +6.8%|
|                     |       |       |      |       |        |      |
|  Europe             |1,842.2|1,829.3| -0.7%|5,480.3| 5,525.6| +0.8%|
|                     |       |       |      |       |        |      |
|  North America      |  964.5|1,181.3|+22.5%|2,712.9| 3,224.4|+18.9%|
|                     |       |       |      |       |        |      |
|  Asia-Pacific       |  349.7|  352.9| +0.9%|  953.0| 1,026.0| +7.7%|
|                     |       |       |      |       |        |      |
|  Latin America      |   52.6|   77.6|+47.7%|  162.1|   233.2|+43.9%|
+---------------------+-------+-------+------+-------+--------+------+
|Gross profit         |  761.9|  833.1| +9.3%|2,294.5| 2,459.3| +7.2%|
|                     |       |       |      |       |        |      |
|  Europe             |  467.9|  482.7| +3.2%|1,442.5| 1,494.2| +3.6%|
|                     |       |       |      |       |        |      |
|  North America      |  203.7|  257.9|+26.6%|  577.6|   692.2|+19.8%|
|                     |       |       |      |       |        |      |
|  Asia-Pacific       |   76.6|   73.8| -3.6%|  210.3|   217.6| +3.5%|
|                     |       |       |      |       |        |      |
|  Latin America      |   12.3|   18.0|+46.1%|   36.4|    53.7|+47.5%|
+---------------------+-------+-------+------+-------+--------+------+
|EBITA                |  183.6|  190.8| +3.9%|  518.7|   561.2| +8.2%|
|                     |       |       |      |       |        |      |
|  Europe             |  119.3|  118.6| -0.5%|  368.7|   385.8| +4.6%|
|                     |       |       |      |       |        |      |
|  North America      |   48.4|   63.4|+31.0%|  114.4|   161.5|+41.2%|
|                     |       |       |      |       |        |      |
|  Asia-Pacific       |   25.4|   17.4|-31.4%|   59.8|    49.5|-17.2%|
|                     |       |       |      |       |        |      |
|  Latin America      |    2.1|    1.1|-48.7%|    6.5|     5.4|-16.4%|
+---------------------+-------+-------+------+-------+--------+------+

  
Impact on sales from changes in the scope of consolidation 


 
+-------------------+--------------------------+--------+-------+
-------+
|   Acquisitions    |         Country          | Conso. |Q3 2012|9m 2012|
|                   |                          |        |       |       |
|                   |                          |as from |       |       |
+-------------------+--------------------------+--------+-------+-------+
|Europe             |France, UK, Spain, Belgium| misc.  |   67.8|  136.0|
|                   |                          |        |       |       |
|North America      |       Canada, USA        | misc.  |  100.8|  123.7|
|     
              |                          |        |       |       |
|Asia-Pacific       |       China, India       |01/07/11|    0.2|   23.1|
|                   |                          |        |       |       |
|Latin America      |       Brazil, Peru       | misc.  |   24.6|   63.4|
+-------------------+--------------------------+--------+-------+-------+
|Total acquisitions |                          |        |  193.4|  346.1|
+-------------------+--------------------------+--------+-------+-------+
|    Divestments    |         Country          |Deconso.|Q3 2012|9m 2012|
|                   |                          |        |       |       |
|                   |                          |as from |       |       |
+-------------------+--------------------------+--------+-------+-------+
|ACE                |           ACE            |01/07/11|   -1.9|  -64.9|
+-------------------+--------------------------+--------+-------+-------+
|Total divestments  |                          |        |   -1.9|  -64.9|
+-------------------+--------------------------+--------+-------+-------+
|Net impact on sales|                          |        |  191.5|  281.2|
+-------------------+--------------------------+--------+-------+-------+

  
Consolidated Balance Sheet 


 
+------------------------------------+-----------------+---------
---------+
|Assets (EURm)                       |December 31, 2011|September 30, 2012|
+------------------------------------+-----------------+------------------+
|Goodwill                            |          4,002.2|           4,348.2|
|                                    |                 |                  |
|Intangible assets                   |            935.7|           1,045.5|
|                                    |                 |                  |
|Property, plant & equipment         |            261.7|             276.1|
|                                    |                 |                  |
|Long-term investments((1))          |             97.1|              89.9|
|                                    |                 |                  |
|Investments in associates           |             11.8|              11.2|
|                                    |                 |                  |
|Deferred tax assets                 |            153.2|             164.9|
+------------------------------------+-----------------+------------------+
|Total non-current assets            |          5,461.7|           5,935.8|
+------------------------------------+-----------------+------------------+
|Inventories                         |          1,240.8|           1,468.6|
|                                    |                 |                  |
|Trade receivables                   |          2,122.9|           2,316.8|
|                                    |                 |                  |
|Other receivables                   |            476.2|             473.4|
|                                    |                 |                  |
|Assets classified as held for sale  |              3.7|               3.3|
|                                    |                 |                  |
|Cash and cash equivalents           |            413.7|             251.6|
+------------------------------------+-----------------+------------------+
|Total current assets                |          4,257.3|           4,513.7|
+------------------------------------+-----------------+------------------+
|Total assets                        |          9,719.0|          10,449.5|
+------------------------------------+-----------------+------------------+
 
+------------------------------------+-----------------+------------------+
|Liabilities (EURm)                  |December 31, 2011|September 30, 2012|
+------------------------------------+-----------------+------------------+
|Total equity                        |          4,042.5|           4,132.8|
+------------------------------------+-----------------+------------------+
|Long-term debt                      |          2,182.3|           2,557.6|
|                                    |                 |                  |
|Deferred tax liabilities            |            111.3|             163.0|
|                                    |                 |                  |
|Other non-current liabilities       |            437.2|             471.2|
+------------------------------------+-----------------+------------------+
|Total non-current liabilities       |          2,730.8|           3,191.8|
+------------------------------------+-----------------+------------------+
|Interest bearing debt & accrued     |                 |                  |
|interests                           |            333.5|             503.2|
|                                    |                 |                  |
|Trade payables                      |          1,903.3|           1,926.1|
|                                    |                 |                  |
|Other payables                      |            708.9|             695.6|
|                                    |                 |                  |
|Liabilities classified as held for  |                 |                  |
|sale                                |              0.0|               0.0|
+------------------------------------+-----------------+------------------+
|Total current liabilities           |          2,945.7|           3,124.9|
+------------------------------------+-----------------+------------------+
|Total liabilities                   |          5,676.5|           6,316.7|
+------------------------------------+-----------------+------------------+
|Total equity & liabilities          |          9,719.0|          10,449.5|
+------------------------------------+-----------------+------------------+

 
(1) Includes Fair value hedge derivatives for EUR23.8 million at
December 31, 2011 and for EUR36.0 million at September 30, 2012 
Change in Net Debt 


 
+---------------------------------------+-------+-------+-------+
-------+
|EURm                                   |Q3 2011|Q3 2012|9m 2011|9m 2012|
+---------------------------------------+-------+-------+-------+-------+
|EBITDA                                 |  201.5|  209.7|  573.5|  615.6|
+---------------------------------------+-------+-------+-------+-------+
|Other operating revenues & costs((1))  | (10.8)| (19.5)| (40.9)| (64.8)|
+---------------------------------------+-------+-------+-------+-------+
|Operating cash flow                    |  190.7|  190.2|  532.6|  550.8|
+---------------------------------------+-------+-------+-------+-------+
|Change in working capital              | (16.5)| (69.0)|(253.9)|(268.0)|
|                                       |       |       |       |       |
|Net capital expenditure, of which:     | (15.1)| (17.4)| (42.1)| (54.2)|
|                                       |       |       |       |       |
|              Gross capital expenditure| (16.0)| (20.2)| (60.4)| (53.8)|
|                                       |       |       |       |       |
|       Disposal of fixed assets & other|    0.9|    2.8|   18.3|  (0.4)|
+---------------------------------------+-------+-------+-------+-------+
|Free cash flow before interest and tax |  159.1|  103.8|  236.6|  228.6|
+---------------------------------------+-------+-------+-------+-------+
|Net interest paid / received           | (43.8)| (44.7)|(115.2)|(126.1)|
|                                       |       |       |       |       |
|Income tax paid                        | (24.1)| (27.1)| (71.6)| (94.9)|
+---------------------------------------+-------+-------+-------+-------+
|Free cash flow after interest and tax  |   91.2|   32.0|   49.8|    7.6|
+---------------------------------------+-------+-------+-------+-------+
|Net financial investment((2))          |   41.2|(353.1)| (14.0)|(491.6)|
|                                       |       |       |       |       |
|Divid
ends paid                         |  (0.1)|    0.0|(105.3)|(143.0)|
|                                       |       |       |       |       |
|Net change in equity                   |    0.0|  (0.2)|   88.4|    0.0|
|                                       |       |       |       |       |
|Other                                  | (15.1)| (13.4)| (36.6)| (48.1)|
|                                       |       |       |       |       |
|Currency exchange variation            | (23.6)|   19.9|   20.8| (19.9)|
+---------------------------------------+-------+-------+-------+-------+
|Decrease (increase) in net debt        |   93.6|(314.8)|    3.1|(695.0)|
+---------------------------------------+-------+-------+-------+-------+
|Net debt at the beginning of the period|2,363.8|2,458.4|2,273.3|2,078.2|
+---------------------------------------+-------+-------+-------+-------+
|Net debt at the end of the period      |2,270.2|2,773.2|2,270.2|2,773.2|
+---------------------------------------+-------+-------+-------+-------+

 
(1) Includes restructuring outflows of  : 
* 7.0 million in Q3 2011 and EUR10.6 million in Q3 2012 
* 34.4 million in 9m  2011 and EUR29.5million  in 9m 2012 
(2) Q3 2012 includes EUR338.1 million of acquisitions (net of cash)
and 9m 2012
includes EUR473.1 million of acquisitions (net of cash) 
Appendix 3 
Working Capital Analysis 


 
+-----------------------------------+------------------+---------
---------+
|                                   |  September 30,   |  September 30,   |
| Constant basis                    |      2011        |       2012       |
+-----------------------------------+------------------+------------------+
| Net inventories                   |                  |                  |
|                                   |                  |                  |
| as a % of sales 12 rolling months |            10.0% |            10.3% |
|                                   |                  |                  |
|               as a number of days |                  |                  |
+-----------------------------------+------------------+------------------+
| Net trade receivables             |                  |                  |
|                                   |                  |                  |
| as a % of sales 12 rolling months |            18.2% |            17.2% |
|                                   |                  |                  |
|               as a number of days |                  |                  |
+-----------------------------------+------------------+------------------+
| Net trade payables                |                  |                  |
|                                   |                  |                  |
| as a % of sales 12 rolling months |            14.9% |            13.8% |
|                                   |                  |                  |
|               as a number of days |                  |                  |
+-----------------------------------+------------------+------------------+
| Trade working capital             |                  |                  |
|                                   |                  |                  |
| as a % of sales 12 rolling months |            13.3% |            13.6% |
+-----------------------------------+------------------+------------------+
| Total working capital             |                  |                  |
|                                   |                  |                  |
| as a % of sales 12 rolling months |            11.8% |            12.4% |
+-----------------------------------+------------------+------------------+

  
Appendix 4 
Headcount and branches by geography 


 
+-----------------------+------------+------------+------------+-
-------+
| FTEs at end of period |            |            |            |        |
|                       | 30/09/2011 | 31/12/2011 | 30/09/2012 | Change |
|      comparable       |            |            |            |        |
+-----------------------+------------+------------+------------+--------+
| Europe                |     17,818 |     17,710 |     17,230 |  -3.3% |
+-----------------------+------------+------------+------------+--------+
| USA                   |      6,017 |      6,078 |      6,070 |   0.9% |
+-----------------------+------------+------------+------------+--------+
| Canada                |      2,361 |      2,397 |      2,414 |   2.2% |
+-----------------------+------------+------------+------------+--------+
| North America         |      8,378 |      8,475 |      8,485 |   1.3% |
+-----------------------+------------+------------+------------+--------+
| Asia-Pacific          |      2,920 |      2,926 |      2,794 |  -4.3% |
+-----------------------+------------+------------+------------+--------+
| Latin America         |      1,614 |      1,661 |      1,685 |   4.4% |
+-----------------------+------------+------------+------------+--------+
| Other                 |        197 |        204 |        206 |   4.6% |
+-----------------------+------------+------------+------------+--------+
| Group                 |     30,927 |     30,976 |     30,400 |  -1.7% |
+-----------------------+------------+------------+------------+--------+
 
+-----------------------+------------+------------+------------+--------+
|       Branches        |            |            |            |        |
|                       | 30/09/2011 | 31/12/2011 | 30/09/2012 | Change |
|      comparable       |            |            |            |        |
+-----------------------+------------+------------+------------+--------+
| Europe                |      1,396 |      1,389 |      1,377 |  -1.4% |
+-----------------------+------------+------------+------------+--------+
| USA                   |        413 |        406 |        395 |  -4.4% |
+-----------------------+------------+------------+------------+--------+
| Canada                |        223 |        221 |        218 |  -2.2% |
+-----------------------+------------+------------+------------+--------+
| North America         |        636 |        627 |        613 |  -3.6% |
+-----------------------+------------+------------+------------+--------+
| Asia-Pacific          |        299 |        293 |        278 |  -7.0% |
+-----------------------+------------+------------+------------+--------+
| Latin America         |         83 |         85 |         89 |   7.2% |
+-----------------------+------------+------------+------------+--------+
| Group                 |      2,414 |      2,394 |      2,357 |  -2.4% |
+-----------------------+------------+------------+------------+--------+

  
Appendix 5 
Senior Credit Agreement 
The EUR1.3bn SCA comprises two revolving credit facilities: 
*  a 3-year multi-currency revolving credit facility in an amount
of EUR200m (the initial amount was EUR600m and was reduced to EUR400m
after one year and to EUR200m after two years), named "Facility A" 
*  a 5-year multi-currency revolving credit facility in an amount
of EUR1.1bn, 
named "Facility B" 
The applicable margin levels vary according to the IR thresholds (IR
= Indebtedness Ratio, i.e. adjusted consolidated net debt to adjusted
consolidated
EBITDA of the last 12 months), as indicated below: 


 
+------------+--------+--------+--------+--------+--------+------
--+------+
|            |        |IR sup. |IR sup. |IR sup. |IR sup. |IR sup. |      |
|Indebtedness|IR sup. |or equal|or equal|or equal|or equal|or equal|IR    |
|Ratio (IR)  |or equal|to 4.5x |to 4.0x |to 3.5x |to 3.0x |to 2.5x |inf.  |
|            |to 5.0x |and inf.|and inf.|and inf.|and inf.|and inf.|to    |
|            |        |to 5.0x |to 4.5x |to 4.0x |to 3.5x |to 3.0x |2.5x  |
+------------+--------+--------+--------+--------+--------+--------+------+
|Facility A  |4.25%   |3.50%   |3
.00%   |2.50%   |2.00%   |1.75%   |1.50% |
+------------+--------+--------+--------+--------+--------+--------+------+
|Facility B  |4.50%   |3.75%   |3.25%   |2.75%   |2.25%   |2.00%   |1.75% |
+------------+--------+--------+--------+--------+--------+--------+------+

 
In addition, the margin applicable to both facilities shall be
increased by an
utilisation fee equal to: 
* 25bps if the total amount drawn under both facilities is
comprised between 33% and 66% of the total commitment; 
* 50bps if the total amount drawn under both facilities equals or
exceeds 66% of the total commitment. 
The applicable financial covenants are the following: 
* Commitment to keep indebtedness ratio below thresholds: 


 
+--------+---------+---------+---------+---------+---------+-----
-----+
|Date    |30 june  |31 dec.  |30 june  |31 dec.  |30 june  |Thereafter|
|        |2010     |2010     |2011     |2011     |2012     |          |
+--------+---------+---------+---------+---------+---------+----------+
|Covenant|5.15x    |4.90x    |4.50x    |4.00x    |3.75x    |3.5x      |
+--------+---------+---------+---------+---------+---------+----------+

 
 * Commitment to suspend dividend payments as long as IR equals or
exceeds     4.00x 
* Commitment to limit capital expenditure to 0.75% of sales as long
as IR     equals or exceeds 4.00x 
The  SCA contains  customary clauses  for this  type of agreement.
These include
clauses restricting the ability of Rexel Group companies
to pledge their assets,
carry  out mergers  or restructuring 
programs, borrow  or lend money or provide
guarantees. In particular,
the Rexel Group has no restriction on acquisitions if the
Indebtedness Ratio does not exceed 3.50x and has an acquisition
basket of up to  EUR200 million for each  12-months period if the 
Indebtedness Ratio equals or exceed 3.50x. 
DISCLAIMER 
The  Group is exposed  to fluctuations in  copper prices in 
connection with its distribution  of cable products.  Cables accounted
for  approximately 17% of the Group's  sales, and copper accounts for
 approximately 60% of the composition of cables.  This  exposure  is 
indirect  since  cable  prices  also reflect copper
suppliers' 
commercial policies and  the competitive environment  in the
Group's
markets. Changes in copper prices have an estimated so-called
"recurring" effect
and  an estimated so  called "non-recurring" effect
 on the Group's performance,
assessed as part of the monthly internal
reporting process of the Rexel Group: 
-  the  recurring  effect  related  to  the  change in copper-based
cable prices
corresponds  to the  change in  value of  the copper 
part included in the sales
price  of cables from one  period to
another. This  effect mainly relates to the Group's sales; 
-  the non-recurring effect related to  the change in copper-based
cables prices
corresponds  to the  effect of  copper price  variations
on  the sales price of cables between the time they are purchased and
the time they are sold, until all such  inventory has been sold
(direct  effect on gross profit). Practically, the non-recurring 
effect on gross profit is  determined by comparing the
historical
purchase  price for copper-based  cable and the  supplier
price effective at the date  of  the  sale  of  the  cables  by the
Rexel Group. Additionally, the non-recurring  effect  on  EBITA 
corresponds  to  the non-recurring effect on gross profit,  which may
be offset, when  appropriate, by the non-recurring portion of changes
 in  the  distribution  and  administrative  expenses (principally,
the variable  portion  of  compensation  of  sales  personnel,  which 
accounts for
approximately 10% of the variation in gross profit). 
The  impact of these  two effects is  assessed for as  much of the
Group's total
cable  sales  as  possible,  over  each  period.  Group 
procedures require that
entities  that do  not have  the information 
systems capable of such exhaustive
calculations  to estimate these
effects based  on a sample representing at least
70% of  the sales in
the period. The results are then extrapolated to all cables
sold
during the period for that entity. Considering the sales covered, the
Rexel
Group  considers  such  estimates  of  the  impact  of  the 
two  effects to be reasonable. 
This  press  release  may  contain  statements  of future
expectations and other
forward-looking  statements. By their nature,
they are subject to numerous risks
and  uncertainties,  including 
those  described  in  the  Document de Reference
registered  with 
the  French  Autorite  des  Marches  Financiers (AMF) on March 15,
2012 under   number  D.12-0164. These  forward-looking  statements 
are not
guarantees  of Rexel's future performance. Rexel's actual
results of operations,
financial  condition and  liquidity as  well
as  development of  the industry in which  Rexel operates may differ 
materially from those made  in or suggested by the  forward-looking
statements  contained in  this release. The forward-looking
statements  contained in this  communication speak only  as of the 
date of this communication   and  Rexel  does  not  undertake, 
unless  required  by law  or regulation,  to update any of the 
forward-looking statements after this date to conform  such 
statements  to  actual  results,  to  reflect  the occurrence of
anticipated results or otherwise. 
The  market and industry data and forecasts  included in this press
release were
obtained   from   internal   surveys,  estimates, 
experts  and  studies, where
appropriate, as well as external market
research, publicly available information
and  industry publications.
Rexel, its affiliates, directors, officers, advisors
and  employees
have not  independently verified the  accuracy of any such market
and
 industry data  and forecasts  and make  no representations or
warranties in relation  thereto. Such data  and forecasts are 
included herein for information
purposes only. 
This  press  release  includes  only  summary  information  and  must
be read in conjunction  with Rexel's  Document de  Reference
registered with the AMF March 15, 2012 under   number   D.12-0164, as 
 well  as  the  consolidated financial
statements  and activity
report for the  2011 fiscal year, which may be obtained
from Rexel's
website (www.rexel.com). 
--------------------------------------------------------------------------- 
[1]  Constant and adjusted = at comparable scope of consolidation and
exchange
rates, excluding the non-recurring effect related to changes
in copper-based cable prices and before amortization of purchase price
allocation 
[2]Including depreciations 
[3]Cash from operating activities minus net capital expenditure and
before net
interest and income tax paid 
Thrid-quarter & 9-month 2012 results (non audited):
http://hugin.info/143564/R/1653769/534199.pdf 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: 
(i) the releases contained herein are protected by copyright and
other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein. 
Source: REXEL via Thomson Reuters ONE 
[HUG#1653769] 
Contacts
Financial Analysts / Investors
Marc MAILLET
+33 1 42 85 76 12
mmaillet@rexel.com 
Florence MEILHAC
+33 1 42 85 57 61
fmeilhac@rexel.com 
Press
Karolina ADAMKIEWICZ
+33 1 42 85 76 39
kadamkiewicz@rexel.com 
Brunswick:
Thomas KAMM
+33 1 53 96 83 92
tkamm@brunswickgroup.com
 
 
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