REXEL : REXEL : Fourth-Quarter & Full-Year 2012 results

           REXEL : REXEL : Fourth-Quarter & Full-Year 2012 results

                   FOURTH-QUARTER & FULL-YEAR 2012 RESULTS

    Financial statements at Dec. 31, 2012 were authorized for issue by the
  Management Board on February 5, 2013 and reviewed by the Supervisory Board
   held on February 11, 2013. They were audited by statutory auditors. The
 following terms: EBITA, Adjusted EBITA, EBITDA, Free Cash Flow and Net Debt
            are defined in the Glossary section of this document.



         ROBUST PROFITABILITY IN Q4, DESPITE CHALLENGING ENVIRONMENT

                    FULL-YEAR RESULTS IN LINE WITH TARGETS

  RISE IN P ROPOSED DIVIDEND TO €0.75 PER SHARE

           SOLID TARGETS FOR 2013 & MEDIUM-TERM GUIDANCE CONFIRMED



ROBUST PROFITABILITY IN Q4 2012, DESPITE CHALLENGING ENVIRONMENT

  oChallenging macroeconomic conditions impacted sales in most geographies
  oAdj. EBITA margin stable at 6.0%, despite 4.7% drop in sales on a constant
    and same-day basis



FULL-YEAR 2012 RESULTS IN LINE WITH TARGETS

  oReported sales up 5.8% to €13.4bn, boosted by sustained acquisition
    strategy
  oReported EBITA up 6.2% to €767m
  oAdj. EBITA margin up 10bps to 5.7%, despite 1.8% drop in sales on a
    constant and same-day basis
  oStrong free cash-flow generation of €627m before int. and tax, up 4.4%
    year-on-year



RISE IN P ROPOSED DIVIDEND TO €0.75 PER SHARE
(vs. €0.65 last year)



SOLID TARGETS FOR 2013 & MEDIUM-TERM GUIDANCE CONFIRMED

  o2013: Adj. EBITA margin of 5.7% and free cash-flow before int. & tax above
    €600m
  o2015: Adj. EBITA margin above 6.5% and free cash-flow after int. & tax
    above €500m

At December 31                          Q4 2012 YoY Change  FY 2012 YoY Change
On a reported basis
Sales (€m)                              3,439.8      +2.9% 13,449.2      +5.8%
% change constant & same-day                         -4.7%               -1.8%
EBITA (€m)                                206.2      +1.3%    767.4      +6.2%
EBITA margin (as a % sales)                6.0%     -10bps     5.7%     stable
Operating income (€m)                     165.2     +33.2%    647.4      +8.0%
Net income (€m)                            82.2     +37.4%    318.6      +0.8%
Recurring net income (€m)                 100.1      -9.9%    386.7      +4.1%
Free cash flow before interest and tax    398.9      +9.5%    627.5      +4.4%
paid (€m)
Net debt end of period (€m)                                 2,599.2     +25.1%
On a constant and adjusted basis^*
Gross profit (€m)                         856.9      -5.3%  3,312.9      -1.2%
Gross margin (as a % sales)               24.9%     +10bps    24.6%     +20bps
EBITA (€m)                                207.4      -5.4%    765.6      -0.3%
EBITA margin (as a % sales )               6.0%     stable     5.7%     +10bps

^* 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:

"2012 marked an important step forward for Rexel. In a very challenging market
environment, Rexel demonstrated the robustness  of its business model as  well 
as its  ability to  generate solid  profitability and  substantial cash  flow, 
enabling the Group to  meet its full-year targets.  Rexel also stepped up  its 
investments in  external  growth, strengthening  its  market position  in  the 
United  States  with   two  strategic  acquisitions,   further  expanding   in 
fast-growing economies,  notably  in Latin  America,  and continuing  to  make 
tactical acquisitions  in  Europe.  Moreover,  Rexel  launched  its  ambitious 
"Energy in Motion" plan,  which aims at accelerating  our growth in  promising 
market segments  such as  energy efficiency  and international  projects  with 
large industrial  or commercial  customers  and improving  our  organizational 
effectiveness.
Thanks to focused resources  allocation, enhanced partnerships with  strategic 
suppliers and continuous commitment to excellence in serving customers  around 
the world, I am confident that Rexel will create significant value in 2013 and
beyond."





           Financial review for the period ended December 31, 2012

  Unless otherwise stated, all comments are on a constant and adjusted basis
                and, for sales, at same number of working days



Reported sales:  +2.9%  in  Q4  and  +5.8%  in  the  FY,  supported  by  solid 
contribution from acquisitions and a positive currency effect



Constant and  same-day  sales evolution:  -4.7%  in Q4,  reflecting  continued 
challenging macroeconomic conditions; -1.8% in the FY



In the fourth quarter, Rexel recorded sales of €3,439.8 million, up 2.9% on  a 
reported basis and down 4.7% on  a constant and same-day basis. Excluding  the 
negative 0.1 percentage point impact due  to the change in copper-based  cable 
prices, sales were down 4.6% on a constant and same-day basis.

The 2.9% rise in sales on a reported basis included:

·  A  positive  currency  effect  of  €104.5  million  (mainly  due  to   the 
appreciation of the US, Canadian and Australian dollars and the British  Pound 
against the euro),

· A positive effect of €197.9 million from acquisitions, of which €93.7m  due 
to the consolidation of Platt as from July 1 and of Munro as from December 1,

· A negative calendar effect of 1.0 percentage point.

On a  constant and  same-day basis,  sales continued  to reflect  increasingly 
challenging conditions in Rexel's end-markets:

  oSlowing momentum from industry,
  oPersistently low level of residential construction,
  oWeak activity in the commercial end-market, impacted by postponement of
    projects.

In the full-year,  Rexel recorded  sales of €13,449.2  million, up  5.8% on  a 
reported basis and down 1.8% on  a constant and same-day basis. Excluding  the 
negative 0.7 percentage point impact due  to the change in copper-based  cable 
prices, sales were down 1.1% on a constant and same-day basis.

The 5.8% rise in sales on a reported basis included:

·  A  positive  currency  effect  of  €515.0  million  (mainly  due  to   the 
appreciation of the US, Canadian and Australian dollars and the British  Pound 
against the euro),

· A  net positive  effect of  €479.2 million  from changes  in the  scope  of 
consolidation (acquisitions: €544.1 million minus divestments: €64.9 million),

· A slightly negative calendar effect of 0.1 percentage point.





Europe (56% of Group sales): -5.5% in Q4 and -3.3% in the FY on a constant and
same-day basis



In the fourth quarter, sales in Europe decreased by 0.9% on a reported  basis, 
including a positive effect of €64.5 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 evolution was broadly in line with the
previous quarter: -5.5% in Q4 vs.  -5.2% in Q3. Excluding photovoltaic,  sales 
were down 3.8% in Q4 (vs. -4.6% in the previous quarter).

· In France, sales were  down 2.1% in Q4  (an improvement from the  4.9% 
drop posted in the previous quarter) and continued to reflect low demand  from 
the  industrial  end-market  as  well  as  low  activity  in  residential  and 
commercial construction.

· In  the  UK,  sales were  down  8.7%  in Q4,  on  a  very  challenging 
comparable basis  (Q4 2011  was the  strongest quarter  last year  at  +13.2%, 
favored by  strong photovoltaic  sales  and activity  related to  the  Olympic 
Games). Excluding photovoltaic, sales were down  3.5% in Q4 (vs. -2.9% in  the 
previous quarter).

· In Germany,  sales were down  9.0% in  Q4 (vs. -5.1%  in the  previous 
quarter). Excluding photovoltaic, sales were down 2.4% in Q4 (vs. -3.4% in the
previous quarter),  still  reflecting  slowing momentum  from  the  industrial 
end-market and lower export activity.

· In Belgium, sales were  down 13.0% in Q4  (vs. -13.9% in the  previous 
quarter). Excluding  photovoltaic, sales  were  down 2.7%  (vs. -6.8%  in  the 
previous  quarter),  impacted  by   delayed  commercial  projects  and   lower 
residential activity.

· In the Netherlands, sales posted a  16.1% decline in Q4 (vs. -9.6%  in 
the previous quarter), continuing to  reflect difficult market conditions  and 
the business transformation underway.

· In  both Switzerland  and  Austria, sales  continued  to grow  in  Q4, 
respectively by 2.9% and 1.8%.

· In  Scandinavia, sales  decreased by  7.5%  in Q4  (vs. -3.3%  in  the 
previous quarter). They were almost flat  in Norway (-0.2%), while Sweden  and 
Finland  were  down  respectively  9.6%  and  14.8%,  reflecting   challenging 
macroeconomic conditions  in  both  countries  and  poor  export  activity  in 
Finland.

· Southern European countries stabilized in Q4 (+0.1% vs. -11.8% in the
previous quarter). This  stabilization is  attributable to  Spain's return  to 
growth (+1.8% in  Q4 vs. a  double-digit drop  in each of  the three  previous 
quarters) and to a significant improvement in Italy (-0.9% in Q4 vs. -8.4%  in 
the previous quarter).

In the  full-year, sales  in Europe  increased by  0.4% on  a reported  basis, 
including:

  oa positive effect of €200.5 million from the consolidation of Eurodis and
    Toutelectric in France, Wilts in the UK, La Grange in Belgium and Erka in
    Spain,
  oa positive currency effect of €102.5 million due to the appreciation of
    the British Pound and the Swiss Franc against the euro.

On  a  constant  and   same-day  basis,  sales   were  down  3.3%.   Excluding 
photovoltaic, they were down 2.8%.

North America (32%  of Group  sales): -2.2% in  Q4 and  +1.8% in the  FY on  a 
constant and same-day basis



In the fourth  quarter, sales  in North  America were  up 9.6%  on a  reported 
basis, including a positive effect of  €54.8 million from exchange rates  (USD 
and CAD against  the euro)  and a further  positive effect  of €108.9  million 
resulting from the consolidation of Liteco  (Canada) as from January 2012,  of 
Platt (US) as from July 2012 and of Munro (US) as from December 2012.

  oIn the US, sales were down 1.2% in Q4 (vs. -1.8% in the previous quarter),
    reflecting challenging comparables (Q4 2011 posted a 7.4% growth on a
    constant and same-day basis). Excluding the impact of the branch
    optimization program that was implemented in recent quarters (401 branches
    at December 31, 2012 vs. 418 branches at December 31, 2011), sales were up
    1.0% in Q4 (vs. +0.7% in the previous quarter).
  oIn Canada, sales were down 4.5% in Q4 (vs. +5.0% in the previous quarter).
    This decrease reflected a challenging base effect (Q4 2011 posted a solid
    7.6% growth, boosted by large projects in Western Canada and Ontario), an
    extended year-end shutdown period and postponement of new projects.

In the full-year,  sales in  North America increased  by 16.3%  on a  reported 
basis, including:

  oa positive effect of €232.6 million from the consolidation of Platt and
    Munro in the US and Liteco in Canada,
  oa positive currency effect of €296.7 million due to the appreciation of
    the US and Canadian dollars against the euro.

On a constant and same-day basis, sales  were up 1.8%: +1.0% in the US  (+2.9% 
excluding the impact of the branch optimization program) and +3.5% in Canada.

Asia-Pacific (10%  of Group  sales): -8.7%  in Q4  and -5.5%  in the  FY on  a 
constant and same-day basis



In the fourth  quarter, sales  in Asia-Pacific were  down 2.9%  on a  reported 
basis, including a positive  effect of €21.3  million from favorable  exchange 
rates (primarily the appreciation of the Australian dollar against the euro).

On a constant and same-day basis, sales were down 8.7% in Q4 (vs. -9.0% in the
previous quarter).

  oIn China (c. 30% of the region's sales), sales were down 1.5% (vs. -7.4%
    in the previous quarter), still reflecting decline in wind sales and
    extremely challenging comparables as Q4 2011 posted a solid growth of
    14.1% on a constant and same-day basis. Excluding wind, sales were up 7.5%
    in Q4 (vs. +1.1% in the previous quarter).
  oIn Australia (c. 60% of the region's sales), sales were down 13.6%, still
    impacted by difficult macroeconomic conditions and by the implementation
    of a new carbon tax as from July 1, which severely hit mining and
    projects.
  oIn New Zealand (c. 10% of the region's sales), sales stabilized (-0.4% in
    Q4 vs. 14.8% in the previous quarter) but the post-earthquake
    reconstruction program has not yet started.

In the full-year, sales in Asia-Pacific increased by 5.0% on a reported basis,
including:

  oa positive currency effect of €117.2 million, primarily due to the
    appreciation of the Australian dollar against the euro,
  oa positive effect of €23.1 million from the consolidation of companies
    acquired in China and India in 2011.

On a constant  and same-day basis,  sales were  down 5.5%, of  which -7.4%  in 
Australia, -9.7% in New Zealand and +2.0% in China.

Latin America (2%  of Group  sales): -1.1%  in Q4  and +3.7%  in the  FY on  a 
constant and same-day basis



In the fourth  quarter, sales in  Latin America  were up 45.4%  on a  reported 
basis, including  a  positive  effect  of €24.5  million  resulting  from  the 
consolidation of Delamano and Etil in Brazil and V&F Tecnologia and Dirome  in 
Peru.

On a constant and same-day basis, sales were down 1.1%, reflecting  contrasted 
situations. Sales in Brazil decreased by 4.7% in Q4 (vs. -2.0% in the previous
quarter), impacted by slower momentum in industry and the integration  process 
of the recently acquired Delamano, while sales in Chile and Peru posted growth
of respectively 1.6% and 19.6%.

In the full-year,  sales in  Latin America increased  by 44.3%  on a  reported 
basis, including a positive effect of €87.9 million from the consolidation  of 
Delamano and Etil in Brazil and V&F Tecnologia and Dirome in Peru.

On a  constant and  same-day basis,  sales were  up 3.7%,  of which  -1.0%  in 
Brazil, +10.1% in Chile and +18.9% in Peru.

Higher cost flexibility and adjusted EBITA^1 margin stable at 6.0% in the
fourth quarter
Full-year profitability in line with target at 5.7%: improvement in both
Europe and North America (88% of sales), despite challenging market conditions
in Europe



In the fourth quarter, adjusted EBITA margin was stable year-on-year at  6.0%, 
despite 4.7% drop in sales on a constant and same-day basis.



This stability reflected:

  oA 10 basis point improvement in gross margin, to 24.9%,
  oA 10 basis point increase in distribution and administrative
    expenses(including depreciation) as a percentage of sales (from 18.8% in
    Q4 2011 to 18.9% in Q4 2012): these expenses were reduced by 5.3% while
    sales decreased by 5.7% on a constant and actual-day basis.



In  the  full-year,  adjusted  EBITA  margin  improved  by  10  basis   points 
year-on-year and stood at 5.7%.



This 10 basis point improvement reflected:

  oA 20 basis point improvement in gross margin, to 24.6%,
  oA 10 basis point increase in distribution and administrative expenses
    (including depreciation) as a percentage of sales (from 18.8% in the
    full-year 2011 to 18.9% in the full-year 2012): these expenses were
    reduced by 1.4% while sales decreased by 1.9% on a constant and actual-day
    basis.



By geography:

  oEurope improved its adjusted EBITA margin by 40 basis points to 7.1%,
    demonstrating its ability to increase gross margin and to optimize its
    cost flexibility (distribution and administrative expenses2 were down 2.8%
    with sales down 3.6% on a constant and actual-day basis),
  oNorth America also improved its adjusted EBITA margin by 50 basis points
    to 5.2%, thanks to enhanced gross margin (+10bps) and a reduced cost base
    (+40bps),
  oAsia-Pacific posted a 150 basis point drop in adjusted EBITA margin to
    4,5%, impacted by the strong decline in sales (down 5.4% on a constant and
    actual-day basis) and adverse geographic mix,
  oLatin America posted a 230 basis point drop in adjusted EBITA margin to
    2.0% (although sales were up 2.8% on a constant and actual-day basis),
    mainly impacted by strong inflation in personnel costs and expenses linked
    to the development of a national platform in Brazil.

Europe  and  North  America,  which   both  improved  adjusted  EBITA   margin 
year-on-year, represented 88% of Group sales.

Reported EBITA up 1.3% in the fourth quarter and up 6.2% in the full-year

Reported  EBITA  reached  €206.2  million  in  the  fourth  quarter,  up  1.3% 
year-on-year, and  €767.4  million in  the  full-year, up  6.2%  year-on-year, 
boosted by acquisitions and a positive currency effect.



Operating income up 8.0% in the full-year

Recurring net income up  4.1% in the full-year;  reported net income up  0.8%, 
impacted by rise in tax rate



Operating income in the full-year was up 8.0%, at €647.4 million.



  oAmortization of purchase price allocation amounted to €13.3 million (vs.
    €15.7 million in 2011).
  oOther income and expenses amounted to a net charge of €106.7 million (vs.
    a net charge of €107.0 million in 2011). They included €45.7 million of
    goodwill impairment (vs. €87.9 million in 2011), of which the Netherlands
    accounted for €23.9 million, New Zealand for €20.2 million and Slovenia
    for €1.6 million. They also included €49.9 million of restructuring costs
    (vs. €39.8 million in 2011).



Net income in the full-year was up 0.8%, at €318.6 million (vs. €316.0 million
in 2011). Most of  the difference between the  growth in operating income  and 
net income was attributable to the rise in the effective tax rate: as  already 
stated in the previous quarters, the effective tax rate increased to 29.4%  in 
2012 vs. 22.2%  in 2011, which  benefited from the  recognition of  prior-year 
losses carried forward.



Net income included:

  oNet financial expenses for €200.1 million (vs. €197.1 million in 2011).
    The average effective interest rate in the full-year was slightly down
    year-on-year, at 7.0% (vs. 7.2% in 2011), as a result of an optimized use
    of cash available.
  oIncome tax represented a charge of €131.7 million (vs. €89.3 million in
    2011), as explained above.
  oShare of profit/loss in associates was a profit of €3.1 million (vs. a
    profit of €2.8 million in 2011).



Recurring net income  amounted to  €386.7 million, up  4.1% year-on-year  (see 
appendix 2).





Free cash-flow before  interest and tax  of €627.5 million  in the  full-year, 
above target of around €600 million

Indebtedness ratio at  2.95 times EBITDA  at December 31,  2012 (vs. 2.40x  at 
December 31, 2011), due to the impact of active acquisition policy during  the 
year



In the  full-year, free  cash flow  before interest  and taxwas  an inflow  of 
€627.5 million  (vs.  an  inflow  of €601.0  million  in  2011).  This  inflow 
included:



  oGross capital expenditure of €90.6 million (vs. €98.2 million in 2011),
  oA limited outflow of €37.2 million from change in working capital,
    resulting from stronger sales, higher inventories and lower level of trade
    payables.



At December 31, 2012, net debt stood at €2,599.2 million, vs. 2,773.2  million 
at the end of  the previous quarter  and vs. 2,078.2  million at December  31, 
2011. It took into account:

· €617.5  million of  net financial  investment: in  2012, Rexel  was  very 
active as regards external  growth with two strategic  acquisitions in the  US 
(Platt and Munro), which combined represented almost 70% of the net  financial 
investment in the year,

· €169.7 million of net interest paid,

· €143.4 million of income tax paid,

· €143.0 million of dividend paid in cash.



At December 31, 2012, the indebtedness ratio (Net financial debt / EBITDA), as
calculated under the Senior Credit Agreement terms, stood at slightly below  3 
times, at 2.95x (vs. 3.07x at the end of the previous quarter and vs. 2.40x at
December 31, 2011). This  level reflected the  active acquisition policy  that 
was implemented  in  2012,  resulting  in  €617.5  million  of  net  financial 
investment during the year.















Rexel strengthens its offer of value-added services in Lighting with the
acquisition of LuxLight in Singapore



Last December, Rexel acquired LuxLight, a premier player in high-end  lighting 
solutions in Asia.

In line  with  Rexel's  strategy, this  acquisition  significantly  reinforces 
Rexel's lighting offer to the hospitality segment (including luxury hotels and
residential buildings), an addressable market estimated of €1.8bn by 2016  for 
Asia as a whole.

With an experienced team benefiting from  a solid reputation in the  industry, 
LuxLight has a strong track-record in Singapore, the Maldives, Seychelles  and 
Sri Lanka and significant projects in Asia and the United Arab Emirates.

Founded in 2006,  LuxLight is  present in 10  countries and  employs about  20 
people. The company posted annual sales of  c. €12m in 2012 and benefits  from 
higher profitability than Rexel's average. This acquisition will be  accretive 
in 2013 and LuxLight's operations are consolidated as from January 1.





Rise in p roposed dividend to €0.75 per share
(vs. €0.65 last year)



Rexel will propose to shareholders a dividend  of €0.75 per share, to be  paid 
in cash or shares, subject to approval at the Annual Shareholders' Meeting  to 
be held in Paris on May 22, 2013.
This €0.75 dividend represents a payout ratio of 53% of the Group's  recurring 
net income in 2012, consistent with the  policy of paying out at least 40%  of 
the Group's recurring  net income. The  increase vs. last  year's dividend  of 
€0.65 reflects the Group's  confidence in its  structural ability to  generate 
strong cash-flow throughout the cycle.







                                   Outlook



The ongoing  uncertain economic  climate  leads us  to exercise  caution  with 
regards to the 2013 outlook.



The trend in organic  sales is likely  to remain negative  in the first  half, 
with an  expected return  to growth  in the  second half,helped  byimproving 
indicators inNorth America and fast-growing countries. As a result, we target
slightly positive organic sales growth for the year as a whole.

On this basis, we aim at delivering in 2013:

  oStable adjusted EBITA margin of 5.7%,

       oFree cash flow of more than €600 million before interest and tax,
         corresponding to around €300 million after interest and tax.

Assuming a return  to organic  sales growth  in the  second half  of 2013  and 
beyond, combined  with the  benefits of  the "Energy  in Motion"  plan,  Rexel 
confirms its medium-term objectives of an adjusted EBITA margin above 6.5% and
free cash flow after interest and tax above €500 million in 2015.





                                   Calendar



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 December  31, 2012 is available  on 
the Group's website (www.rexel.com),  in the "Regulated information"  section, 
and has been filed with the French Autorité des Marchés Financiers.



A slideshow of the fourth-quarter &  full-year 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 business  better. With a  network of some  2,300 branches in  37 
countries, and  over 31,000  employees, Rexel's  sales were  €13.4 billion  in 
2012. 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.







                                   Contacts



Financial Analysts / Investors Press
Marc MAILLET                   Karolina ADAMKIEWICZ
+33 1 42 85 76 12              +33 1 42 85 76 39
mmaillet@rexel.com             kadamkiewicz@rexel.com
Florence MEILHAC               Brunswick: Thomas KAMM
+33 1 42 85 57 61              +33 1 53 96 83 92
fmeilhac@rexel.com             tkamm@brunswickgroup.com









                                   Glossary





EBITA     (earnings     before 
interest, taxes  and  amortization)  is defined  as  operating  income  before 
amortization of intangible  assets recognized upon  purchase price  allocation 
and before other  income and  other expenses.  Adjusted EBITA  is defined  as 
EBITA excluding  the  estimated  non-recurring  net  impact  from  changes  in 
copper-based cable prices.



EBITDA (earnings  before interest,  taxes, depreciation  and amortization)  is 
defined as operating  income before depreciation  and amortization and  before 
other income and other expenses.



FREE CASH FLOW is defined as cash from operating activities minus net  capital 
expenditure.

NET FINANCIAL DEBT is defined as financial debt less cash and cash
equivalents.



























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 €6.0 million in Q4 2011 and a loss of €1.2 million in Q4 2012;

- a loss of €6.4 million in FY 2011 and a profit of €1.8 million in FY 2012.





GROUP                                                              
                                                                 
          Constant and
          adjusted basis     Q4 2011 Q4 2012 Change  FY 2011   FY 2012  Change
          (€m)
Sales                        3,646.2 3,439.8  -5.7%  13,711.2  13,449.2  -1.9%
          on a constant
          basis and same
          days                                -4.7%                      -1.8%
Gross profit                   904.7   856.9  -5.3%   3,352.3   3,312.9  -1.2%
         as a % of sales      24.8%   24.9% +10bps     24.4%     24.6% +20bps
Distribution & adm. expenses
(incl. depreciation)         (685.5) (649.5)  -5.3% (2,584.5) (2,547.3)  -1.4%
EBITA                         219.2   207.4  -5.4%     767.8     765.6  -0.3%
         as a % of sales       6.0%    6.0% stable      5.6%      5.7% +10bps
Headcount (end of period)     31,191  30,416  -2.5%    31,191    30,416  -2.5%
                                                                 
EUROPE                                                             
                                                                 
          Constant and
          adjusted basis     Q4 2011 Q4 2012 Change  FY 2011   FY 2012  Change
          (€m)
Sales                       2,033.6 1,923.0  -5.4%   7,723.7   7,448.6  -3.6%
          on a constant
          basis and same
          days                                -5.5%                      -3.3%
o/w       France               662.7   659.1  -0.5%   2,545.5   2,484.6  -2.4%
          on a constant
          basis and same
          days                                -2.1%                      -2.4%
          United Kingdom       271.3   247.7  -8.7%   1,077.7   1,042.3  -3.3%
          on a constant
          basis and same
          days                                -8.7%                      -3.3%
          Germany              245.8   217.0 -11.7%     915.2     867.6  -5.2%
          on a constant
          basis and same
          days                              -9.0%                    -4.1%
          Scandinavia          270.6   246.2  -9.0%     952.6     934.6  -1.9%
          on a constant
          basis and same
          days                                -7.5%                      -1.2%
Gross     profit               544.3   522.7  -4.0%   2,042.9   2,012.1  -1.5%
          as a % of sales      26.8%   27.2% +40bps     26.4%     27.0% +60bps
Distribution & adm. expenses
(incl. depreciation)         (400.2) (373.1)  -6.8% (1,524.6) (1,481.3)  -2.8%
EBITA                          144.1   149.7  +3.9%     518.3     530.9  +2.4%
          as a % of sales       7.1%    7.8% +70bps      6.7%      7.1% +40bps
Headcount (end of period)     17,710  17,057  -3.7%    17,710    17,057  -3.7%

























NORTH AMERICA                                                     
                                                                 
        Constant and adjusted  Q4 2011 Q4 2012 Change  FY 2011 FY 2012 Change
        basis (€m)
Sales                          1,189.0 1,124.2   -5.5% 4,267.5 4,348.6   +1.9%
        on a constant basis
        and same days                            -2.2%                   +1.8%
o/w     United States            843.4   789.2   -6.4% 2,969.0 2,999.0   +1.0%
        on a constant basis
        and same days                            -1.2%                   +1.0%
        Canada                   345.6   335.0   -3.1% 1,298.5 1,349.5   +3.9%
        on a constant basis
        and same days                            -4.5%                   +3.5%
Gross   profit                  265.6   253.0   -4.7%   925.2   946.1   +2.3%
as a % of sales                  22.3%   22.5%  +20bps   21.7%   21.8%  +10bps
Distribution & adm. expenses
(incl. depreciation)           (194.1) (189.4)   -2.4% (722.7) (720.1)   -0.4%
EBITA                             71.5    63.6  -11.0%   202.5   226.0  +11.6%
        as a % of sales           6.0%    5.7%  -30bps    4.7%    5.2%  +50bps
Headcount (end of period)        8,630   8,647    0.2%   8,630   8,647    0.2%
                                                                
                                                                
ASIA-PACIFIC                                                      
                                                                
        Constant and adjusted  Q4 2011 Q4 2012 Change  FY 2011 FY 2012 Change
        basis (€m)
Sales                            346.7   315.9   -8.9% 1,418.6 1,341.9   -5.4%
        on a constant basis
        and same days                            -8.7%                   -5.5%
o/w     China                     93.2    90.0   -3.4%   357.6   364.9   +2.1%
        on a constant basis
        and same days                            -1.5%                   +2.0%
        Australia                199.1   173.4  -12.9%   833.3   773.2   -7.2%
        on a constant basis
        and same days                           -13.6%                   -7.4%
        New Zealand               33.2    33.7   +1.5%   148.7   133.7  -10.1%
        on a constant basis
        and same days                            -0.4%                   -9.7%
Gross   profit                    76.4    63.6  -16.7%   314.6   281.8  -10.4%
        as a % of sales          22.0%   20.1% -190bps   22.2%   21.0% -120bps
Distribution & adm. expenses
(incl. depreciation)            (56.9)  (53.1)   -6.7% (229.0) (221.2)   -3.4%
EBITA                             19.5    10.5  -46.0%    85.5    60.6  -29.2%
        as a % of sales           5.6%    3.3% -230bps    6.0%    4.5% -150bps
Headcount (end of period)        2,926   2,730   -6.7%   2,926   2,730   -6.7%
                                                                
LATIN AMERICA                                                     
                                                                
        Constant and adjusted  Q4 2011 Q4 2012 Change  FY 2011 FY 2012 Change
        basis (€m)
Sales                            77.0    76.7   -0.3%   301.4   310.0   +2.8%
        on a constant basis                      -1.1%                   +3.7%
        and same days
o/w     Brazil                    46.8    44.8   -4.2%   184.0   180.7   -1.8%
        on a constant basis                      -4.7%                   -1.0%
        and same days
        Chile                     24.9    25.8   +3.3%   102.8   111.9   +8.8%
        on a constant basis                      +1.6%                  +10.1%
        and same days
        Peru                       5.2     6.1  +17.3%    14.6    17.4  +19.3%
        on a constant basis                     +19.6%                  +18.9%
        and same days
Gross   profit                    19.3    17.3  -10.5%    68.1    71.0   +4.3%
        as a % of sales          25.0%   22.5% -250bps   22.6%   22.9%  +30bps
Distribution & adm. expenses    (14.4)  (16.5)  +14.6%  (55.1)  (64.8)  +17.5%
(incl. depreciation)
EBITA                             4.9     0.8  -84.1%    13.0     6.3  -51.7%
        as a % of sales           6.4%    1.0% -540bps    4.3%    2.0% -230bps
Headcount (end of period)        1,721   1,775    3.1%   1,721   1,775    3.1%















                                  Appendix 2

                                      

                       Extract of Financial Statements





                                      

                        Consolidated Income Statement

                                      

        Reported basis (€m)  Q4 2011 Q4 2012 Change  FY 2011   FY 2012  Change
Sales                        3,343.7 3,439.8  +2.9%  12,717.1  13,449.2  +5.8%
Gross profit                   823.0   855.7  +4.0%   3,117.5   3,315.0  +6.3%
       as a % of sales        24.6%   24.9%           24.5%     24.6%      
Distribution & adm. expenses
(excl. depreciation)         (601.6) (630.1)  +4.7% (2,322.7) (2,473.9)  +6.5%
EBITDA                         221.4   225.6  +1.9%     794.8     841.1  +5.8%
       as a % of sales         6.6%    6.6%            6.2%      6.3% 
Depreciation                  (17.7)  (19.4)           (72.5)    (73.7)
EBITA                          203.6   206.2  +1.3%     722.3     767.4  +6.2%
       as a % of sales         6.1%    6.0%            5.7%      5.7% 
Amortization of purchase
price allocation               (2.7)   (4.0)           (15.7)    (13.3)
Operating income bef. other
inc. and exp.                  200.9   202.2  +0.6%     706.6     754.1  +6.7%
       as a % of sales         6.0%    5.9%            5.6%      5.6% 
Other income and expenses     (77.1)  (37.0)          (107.0)   (106.7)
Operating income               124.0   165.2 +33.2%     599.6     647.4  +8.0%
Financial expenses (net)      (45.0)  (51.1)          (197.1)   (200.1)
Share of profit (loss) in
associates                       1.6     1.6              2.8       3.1
Net income (loss) before
income tax                      80.6   115.6 +43.4%     405.3     450.3 +11.1%
Income tax                    (20.8)  (33.4)           (89.3)   (131.7)
Net income (loss)               59.8    82.2 +37.4%     316.0     318.6  +0.8%
Net income (loss) attr. to
non-controlling interests      (0.3)   (0.2)              0.7       0.5
Net income (loss) attr. to
equity holders of the parent    60.1    82.4 +37.1%     315.3     318.1  +0.9%

                                      

                                      

                                      



                             Recurring Net Income

                                      

       In millions of euros Q4 2011 Q4 2012 Change FY 2011 FY 2012 Change
Reported net income            59.8    82.2 +37.4%   316.0   318.6  +0.8%
Non-recurring copper effect     5.8     1.3            6.4    -1.8
Other expense & income         77.1    36.9          107.0   106.7
Financial expense                 -       -           13.1    -7.4
Tax expense                   -31.5   -20.4          -70.8   -29.4
Recurring net income          111.2   100.1  -9.9%   371.6   386.7  +4.1%

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                      Sales and profitability by segment

                                      

                                      

 Reported basis (€m) Q4 2011 Q4 2012 Change FY 2011  FY 2012  Change
Sales                3,343.7 3,439.8  +2.9% 12,717.1 13,449.2  +5.8%
 Europe              1,940.4 1,923.0  -0.9%  7,420.7  7,448.6  +0.4%
 North America       1,025.3 1,124.2  +9.6%  3,738.2  4,348.6 +16.3%
 Asia-Pacific          325.4   315.9  -2.9%  1,278.4  1,341.9  +5.0%
 Latin America          52.8    76.7 +45.4%    214.9    310.0 +44.3%
Gross profit           823.0   855.7  +4.0%  3,117.5  3,315.0  +6.3%
 Europe                516.3   521.0  +0.9%  1,958.9  2,015.2  +2.9%
 North America         224.2   253.5 +13.1%    801.7    945.7 +18.0%
 Asia-Pacific           69.5    63.6  -8.5%    279.8    281.2  +0.5%
 Latin America          13.7    17.2 +25.7%     50.1     70.9 +41.5%
EBITA                  203.6   206.2  +1.3%    722.3    767.4  +6.2%
 Europe                143.1   147.9  +3.4%    511.9    533.7  +4.3%
 North America          59.3    64.1  +8.2%    173.7    225.6 +29.9%
 Asia-Pacific           18.1    10.5 -41.8%     77.9     60.0 -22.9%
 Latin America           3.7     0.7 -80.9%     10.2      6.2 -39.7%











          Impact on sales from changes in the scope of consolidation



 Acquisitions     Country      Conso.  Q1 2012 Q2 2012 Q3 2012 Q4 2012 FY 2012
                              as from
Europe          France, UK,    misc.      10.4    57.8    67.8    64.5   200.5
               Spain, Belgium
North America   Canada, USA    misc.      10.9    12.0   100.8   109.0   232.6
Asia-Pacific    China, India  01/07/11    10.3    12.6     0.2     0.0    23.1
Latin America   Brazil, Peru   misc.      14.8    24.0    24.6    24.5    87.9
Total                                     46.4   106.4   193.4   197.9   544.1
acquisitions
 Divestments      Country     Deconso. Q1 2012 Q2 2012 Q3 2012 Q4 2012 FY 2012
                              as from
ACE                 ACE       01/07/11   -28.5   -34.5    -1.9     0.0   -64.9
Total                                    -28.5   -34.5    -1.9     0.0   -64.9
disvestments
Net impact on                             17.9    71.9   191.5   197.9   479.2
sales









































                                      

                          Consolidated Balance Sheet

Assets (€m)                               December 31, 2011 December 31, 2012
Goodwill                                            4,002.2           4,369.2
Intangible assets                                     935.7           1,035.8
Property, plant & equipment                           261.7             282.7
Long-term investments^(1)                              97.1              79.5
Investments in associates                              11.8              10.8
Deferred tax assets                                   153.4             171.9
Total non-current assets                            5,461.9           5,949.9
Inventories                                         1,240.8           1,426.7
Trade receivables                                   2,122.9           2,123.9
Other receivables                                     476.2             502.5
Assets classified as held for sale                      3.7              21.2
Cash and cash equivalents                             413.7             291.9
Total current assets                                4,257.3           4,366.2
Total assets                                        9,719.2          10,316.1
                                                          
Liabilities (€m)                          December 31, 2011 December 31, 2012
Total equity                                        4,041.9           4,117.6
Long-term debt                                      2,182.3           2,303.2
Deferred tax liabilities                              111.3             152.3
Other non-current liabilities                         438.0             474.6
Total non-current liabilities                       2,731.6           2,930.1
Interest bearing debt & accrued interests             333.5             627.6
Trade payables                                      1,903.3           1,937.2
Other payables                                        708.9             703.7
Liabilities classified as held for sale                   -                 -
Total current liabilities                           2,945.7           3,268.5
Total liabilities                                   5,677.3           6,198.6
Total equity & liabilities                          9,719.2          10,316.1





^1 Includes Fair value hedge derivatives for €23.8 million at December 31,
2011 and for €39.8 million at December 31, 2012





                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                                      

                              Change in Net Debt

                                      

€m                                      Q4 2011 Q4 2012 FY 2011 FY 2012
EBITDA                                    221.4   225.6   794.8   841.1
Other operating revenues & costs^(1)     (14.7)  (27.9)  (55.5)  (92.6)
Operating cash flow                       206.7   197.7   739.3   748.5
Change in working capital                 184.0   230.8  (69.9)  (37.2)
Net capital expenditure, of which:       (26.3)  (29.6)  (68.4)  (83.8)
              Gross capital expenditure  (37.8)  (36.8)  (98.2)  (90.6)
       Disposal of fixed assets & other    11.5     7.2    29.8     6.8
Free cash flow before interest and tax    364.4   398.9   601.0   627.5
Net interest paid / received             (40.2)  (43.6) (155.4) (169.7)
Income tax paid                          (14.3)  (48.5)  (85.9) (143.4)
Free cash flow after interest and tax     309.9   306.8   359.7   314.4
Net financial investment^(2)             (41.7) (125.9)  (55.7) (617.5)
Dividends paid                              0.0     0.0 (105.3) (143.0)
Net change in equity                        0.1     0.0    88.5     0.0
Other                                    (33.4)  (35.3)  (70.0)  (83.4)
Currency exchange variation              (42.9)    28.4  (22.1)     8.5
Decrease (increase) in net debt           192.0   174.0   195.1 (521.0)
Net debt at the beginning of the period 2,270.2 2,773.2 2,273.3 2,078.2
Net debt at the end of the period       2,078.2 2,599.2 2,078.2 2,599.2



(1) Includes restructuring outflows of :

  o7.8 million in Q4 2011 and €21.7 million in Q4 2012

       o42.2 million in FY 2011 and €49.9 million in FY 2012

(2) Q4 2012 includes €122.5million of acquisitions (net of cash) and FY 2012
includes €595.6 million of acquisitions (net of cash)









                                  Appendix 3

                                      

                           Working Capital Analysis





Constant basis                    December 31, 2011 December 31, 2012
Net inventories
as a % of sales 12 rolling months              9.5%             10.2%
              as a number of days              42.0              46.8
Net trade receivables
as a % of sales 12 rolling months             16.8%             16.1%
              as a number of days              52.0              54.9
Net trade payables
as a % of sales 12 rolling months             14.6%             14.3%
              as a number of days              58.3              58.5
Trade working capital
as a % of sales 12 rolling months             11.7%             12.0%
Total working capital
as a % of sales 12 rolling months             10.4%             10.7%













                                  Appendix 4

                                      

                     Headcount and branches by geography

                                      

                                      

FTEs at end of period 31/12/2011 31/12/2012 Change
     comparable
Europe                    17,710     17,057  -3.7%
USA                        6,233      6,241   0.1%
Canada                     2,397      2,406   0.4%
North America              8,630      8,647   0.2%
Asia-Pacific               2,926      2,730  -6.7%
Latin America              1,721      1,775   3.1%
Other                        204        207   1.5%
Group                     31,191     30,416  -2.5%
                                         
      Branches        31/12/2011 31/12/2012 Change
     comparable
Europe                     1,389      1,359  -2.2%
USA                          418        401  -4.1%
Canada                       221        218  -1.4%
North America                639        619  -3.1%
Asia-Pacific                 293        261 -10.9%
Latin America                 89         96   7.9%
Group                      2,410      2,335  -3.1%









                                  Appendix 5

                                      

                           Senior Credit Agreement





The SCA is a 5-year multi-currency revolving credit facility in an amount of
€1.1bn.



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. or     IR sup.  IR sup.  IR sup.  IR sup.  IR
Indebtedness IR sup.  equal to 4.5x  or equal or equal or equal or equal inf.
Ratio (IR)   or equal and inf. to    to 4.0x  to 3.5x  to 3.0x  to 2.5x  to
             to 5.0x  5.0x           and inf. and inf. and inf. and inf. 2.5x
                                     to 4.5x  to 4.0x  to 3.5x  to 3.0x
            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:



  o25bps if the total amount drawn under both facilities is comprised between
    33% and 66% of the total commitment;
  o50bps if the total amount drawn under both facilities equals or exceeds
    66% of the total commitment.

The applicable financial covenants are the following:



  oCommitment 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



  oCommitment to suspend dividend payments as long as IR equals or exceeds
    4.00x



  oCommitment 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  €200 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 
Référence registered with the French Autorité des Marchés 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  Référence registered with the AMF  March 
15, 2012  under  number  D.12-0164,  as well  as  the  consolidated  financial 
statements and activity report for the 2012 fiscal year, which may be obtained
from Rexel's website (www.rexel.com).

Fourth-Quarter & Full-Year 2012 results

------------------------------------------------------------------------------

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#1677303
 
Press spacebar to pause and continue. Press esc to stop.