2012 Annual Financial Report
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Translation of the French “Rapport financier annuel” Fiscal year ended December 31, 2012 2012 Annual Financial Report This document is a free translation into English of the original French “Rapport financier annuel”, hereafter referred to as the “Annual Financial Report”. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. 1_VA_V5 27/05/13 12:35 Page2 Executive and Supervisory Bodies Statutory Auditors as of December 31, 2012 BOARD OF DIRECTORS STATUTORY AUDITORS Florian OLLIVIER ERNST & YOUNG et Autres Chairman and Chief Executive Officer represented by Olivier Breillot Nicolas BAZIRE MAZARS Group Managing Director represented by Simon Beillevaire Representative of Groupe Arnault SAS Denis DALIBOT Pierre DE ANDREA Representative of Montaigne Finance SAS Pierre DEHEN Representative of GA Placements SA Lord POWELL of BAYSWATER 2 2012 Annual Financial Report Contents Management report of the Board of Directors 5 1. Consolidated results 6 2. Results by business group 8 3. Business risk factors and insurance policy 17 4. Financial policy 23 5. Results of Financière Agache 27 6. Information regarding the Company’s share capital 28 7. Administrative matters 28 8. Financial authorizations 29 9. List of positions or offices exercised in all companies by company officers 30 10. Exceptional events and litigation 33 11. Subsequent events 34 12. Recent developments and prospects 34 Consolidated financial statements 35 1. Consolidated income statement 36 2. Consolidated statement of comprehensive gains and losses 37 3. Consolidated balance sheet 38 4. Consolidated statement of changes in equity 39 5. Consolidated cash flow statement 40 6. Notes to the consolidated financial statements 42 7. Statutory Auditors’ report on the consolidated financial statements 99 Parent company financial statements 101 1. Balance sheet 102 2. Income statement 104 3. Company results over the last five fiscal years 106 4. Notes to the parent company financial statements 107 5. Statutory Auditors’ report on the parent company financial statements 116 Fees paid in 2012 to the Statutory Auditors 117 Statement of the Company Officer responsible for the Annual Financial Report 119 2012 Annual Financial Report 3 4 2012 Annual Financial Report Management report of the Board of Directors 1. Consolidated results 6 2. Results by business group 8 2.1. Christian Dior Couture 8 2.2. Wines and Spirits 10 2.3. Fashion and Leather Goods 11 2.4. Perfumes and Cosmetics 12 2.5. Watches and Jewelry 14 2.6. Selective Retailing 15 3. Business risk factors and insurance policy 17 3.1. Strategic and operational risks 17 3.2. Insurance policy 20 3.3. Financial risks 21 4. Financial policy 23 4.1. Comments on the consolidated cash flow statement 24 4.2. Comments on the consolidated balance sheet 25 5. Results of Financière Agache 27 6. Information regarding the Company’s share capital 28 7. Administrative matters 28 7.1. List of positions and offices held by Directors 28 7.2. Membership of the Board of Directors 28 8. Financial authorizations 29 8.1. Status of current delegations and authorizations 29 8.2. Authorizations proposed to the Shareholders’ Meeting 29 9. List of positions or offices exercised in all companies by company officers 30 9.1. Terms of current Directors to be renewed 30 9.2. Currently serving Directors 30 10. Exceptional events and litigation 33 11. Subsequent events 34 12. Recent developments and prospects 34 2012 Annual Financial Report 5 Management report of the Board of Directors Consolidated results This report highlights significant events affecting the Financière Agache group in 2012. 1. Consolidated results Consolidated revenue for the Financière Agache group for representing an increase of 12% from its level in 2011. the year ended December 31, 2012 was 29,287 million euros, The Group posted a net financial expense for the year of up 19% from the previous year. 70 million euros. The Group had posted a net financial expense Revenue was favorably impacted by the appreciation of the of 323 million euros in 2011. Group’s main invoicing currencies against the euro, in particular The aggregate cost of net financial debt declined and the US dollar, which appreciated by 8% on average. represented an expense of 211 million euros compared with The following changes have been made in the Group’s scope of 230 million euros the previous year. In 2012, the Group consolidation since January 1, 2011: in Watches and Jewelry, benefited from a lower average cost of net financial debt, which Bulgari was consolidated with effect from June 30, 2011; more than offset the increase in average outstanding debt. in Selective Retailing, Ile de Beauté, one of the leading Other financial income and expenses were positive, amounting perfume and cosmetics retail chains in Russia, was consolidated to 141 million euros for the year, compared with a negative with effect from June 1, 2011. These changes in the scope amount of 93 million euros in 2011. This positive result consists of consolidation made a positive contribution of 3 points to essentially of dividends received in connection with the Group’s revenue growth for the year. shareholding in Hermès, which increased significantly as a result of the payment of an exceptional dividend. On a constant consolidation scope and currency basis, revenue grew by 9.5%. The Group’s effective tax rate was 33% in 2012, compared to 30% in 2011. The Group’s profit from recurring operations was 6,014 million euros, up 13% compared to 2011. The current operating margin Income from investments in associates was 49 million euros in as a percentage of revenue decreased by 1 point from the 2012, up from 10 million euros in 2011. previous year, to 21%. Consolidated net profit amounted to 3,896 million euros, Operating profit, after other operating income and expenses compared to 3,441 million euros in 2011. The Group share of (a net expense of 180 million euros in 2012 compared with a consolidated net profit was 1,035 million euros, compared with net expense of 84 million euros in 2011), was 5,834 million euros, 912 million euros in 2011. The main financial items were as follows: (EUR millions) 2012 2011 2010 Revenue 29,287 24,615 21,112 Profit from recurring operations 6,014 5,314 4,327 Operating profit 5,834 5,230 4,193 Net profit 3,896 3,441 3,265 of which: Group share 1,035 912 907 Revenue growth in 2012 by business group was as follows: strategy. Surging demand in Asia made a particularly significant contribution to this strong upturn in revenue. China is still • Revenue from Christian Dior Couture totaled 1.2 billion euros, the second largest market for the Wines and Spirits business up 24% at actual exchange rates and up 17% at constant group. exchange rates compared to 2011. In 2012, boutique sales increased by 31% at actual exchange rates and by 23% at • Fashion and Leather Goods posted organic revenue growth constant exchange rates. All product lines contributed to this of 7%, and 14% based on published figures. This business performance. group’s performance benefited from the solid results achieved by Louis Vuitton, which recorded double-digit revenue • Wines and Spirits saw an increase in revenue of 17% based on growth. Céline, Loewe, Givenchy, Berluti, Donna Karan, published figures. Revenue for the business group increased by and Marc Jacobs confirmed their potential, also delivering 11% on a constant consolidation scope and currency basis, double-digit revenue growth in 2012. with the net impact of exchange rate fluctuations raising Wines and Spirits revenue by 6 points. This performance was • Revenue for Perfumes and Cosmetics increased by 8% on a made possible by higher sales volumes and a sustained policy constant consolidation scope and currency basis, and by 13% of price increases in line with the ongoing value-creation based on published figures. All of this business group’s brands 6 2012 Annual Financial Report Management report of the Board of Directors Consolidated results performed well. This rebound confirmed the effectiveness of • Based on published figures, revenue for Selective Retailing the value-enhancing strategy resolutely pursued by the increased by 22%, and by 14% on a constant consolidation Group’s brands in the face of competitive pressures spawned scope and currency basis. The 2% positive effect of changes in by the economic crisis. The Perfumes and Cosmetics business the scope of consolidation relates to the consolidation of group saw considerable revenue growth in the United States. Ile de Beauté, the Russian perfume and cosmetics retail chain, with effect from June 2011. The main drivers of this • Revenue for Watches and Jewelry increased by 6% on a performance were Sephora, which saw considerable growth constant consolidation scope and currency basis, and by 46% in revenue across all world regions, and DFS, which made based on published figures. The consolidation of Bulgari with excellent progress, spurred in particular by the continuing effect from June 30, 2011 boosted this business group’s development of Chinese tourism boosting business at its stores revenue by 34%. The rebuilding of inventories by retailers in Hong Kong, Macao and Hawaii. and the recovery in consumer demand helped to drive stronger revenue. For all of the business group’s brands, Europe and Japan were the most dynamic regions. Revenue and profit from recurring operations by business group Revenue Profit from recurring operations (EUR millions)