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DDR 2013 EN.Pdf www.legrand.com REGISTRATION DOCUMENT Page Page 01 RESPONSIBILITY FOR THE REGISTRATION 07 CORPORATE GOVERNANCE 139 DOCUMENT AND STATUTORY AUDITORS 3 7.1 - Administration and management 1.1 - Person responsible for the Registration of the Company 140 Document 4 7.2 - Compensation and benefits of Directors 164 1.2 - Statutory Auditors 5 1.3 - Financial information 6 08 SHARE OWNERSHIP 179 8.1 - Breakdown of share capital 180 02 SELECTED FINANCIAL INFORMATION 7 8.2 - Stock option plans 183 8.3 - Performance shares 185 8.4 - Related party transactions 186 03 GROUP OVERVIEW 11 3.1 - Legrand and its business 12 3.2 - A profitable-growth strategy, 09 CONSOLIDATED FINANCIAL INFORMATION driven by leadership 16 CONCERNING THE GROUP’S ASSETS, 3.3 - An organizational structure that supports LIABILITIES, FINANCIAL POSITION the Group’s strategy and customers 21 AND RESULTS 189 3.4 - Other information 26 9.1 - Consolidated financial statements in accordance with IFRS for the years ended December 31, 2013 04 RISK FACTORS 31 and December 31, 2012 190 4.1 - Industrial and environmental risks 32 9.2 - Statutory Auditors’ Report 4.2 - Risks related to Legrand’s business 33 on the Consolidated Financial Statements, in accordance with IFRS for the year 4.3 - Legal risks 37 ended December 31, 2013 243 4.4 - Financial risks 39 9.3 - Fees paid to Statutory Auditors 245 4.5 - Insurance policy 41 9.4 - Dividend policy 246 4.6 - Report by the Chairman of the Board 9.5 - Legal and arbitration proceedings 247 of Directors on corporate governance, risk management and internal controls 43 9.6 - Significant change in financial and trading position 247 4.7 - Statutory Auditors’ report prepared in accordance with Article L. 225-235 9.7 - Material agreements 247 of the French Commercial Code 49 9.8 - Capital expenditure 248 CORPORATE SOCIAL RESPONSIBILITY (CSR) 51 10 ADDITIONAL 05 INFORMATION 251 5.1 - CSR commitment 52 5.2 - Corporate Governance: 2013 policy 10.1 - Information about the Company 252 and results 61 10.2 - Share capital 255 5.3 - Environment: 2013 policy and results 80 10.3 - Memorandum and articles of association 261 5.4 - Workplace and community actions: 2013 policy and results 94 5.5 - Report of the Statutory Auditors 117 T CROSS-REFERENCE TABLES 265 Cross-reference table – Annual Financial Report (Article 222-3 of the French Financial Markets 06 MANAGEMENT REPORT ON THE Authority (Autorité des marchés financiers) CONSOLIDATED FINANCIAL General Regulations) 266 STATEMENTS FOR THE FINANCIAL YEAR Cross-reference table – European Commission ENDED DECEMBER 31, 2013 121 Regulation (EC) 809/2004 of April 29, 2004 266 6.1 - Preliminary disclaimer 122 6.2 - 2013 highlights 122 A APPENDIX 271 6.3 - Operating income 123 6.4 - Year-on-year comparison: 2013 and 2012 127 Appendix 1 272 6.5 - Cash flows and borrowing 132 Appendix 2 287 6.6 - Capital expenditure 133 Appendix 3 298 6.7 - Off balance sheet commitments 133 Appendix 4 300 6.8 - Contractual obligations 134 6.9 - Variations in exchange rates 134 6.10 - Quantitative and qualitative disclosures relating to financial risks 135 6.11 - Summary of critical accounting policies 135 6.12 - New IFRS pronouncements 136 6.13 - Trends and prospects 136 6.14 - Table of consolidated financial results over the last five years 137 www.legrand.com REGISTRATION DOCUMENT INCLUDING ANNUAL FINANCIAL REPORT This is a non binding free translation into English of the Registration Document filed with the French Financial Markets Authority (Autorité des marchés financiers) on April 2 2014, pursuant to Article 212-13 of its General Regulations. The French version of the Registration Document can be used in support of a financial transaction if it is supplemented by an information memorandum duly approved by the French Financial Markets Authority. This Document was prepared by the issuer. The signatories assume responsibility for this document. 7 CONTENTS 3 7 CONTENTS 3 R NOTE References to the “Group” and “Legrand” are to the Company, its verified and Legrand cannot guarantee that a third party using consolidated subsidiaries and its minority shareholdings. different methods to assemble, analyze or compute market data would obtain the same results. In addition, Legrand’s competitors References to “Legrand France” relate specifically to the may define its markets differently. Because data relating to Company’s subsidiary Legrand France, which was previously market shares and market sizes are Company estimates, they are 01 01 named Legrand SA but was renamed by the Shareholders’ not data extracted from the consolidated financial statements, General Meeting dated February 14, 2006, and not to its other and Legrand cautions readers not to place undue reliance on such subsidiaries. information. The Company’s consolidated financial statements presented 02 02 This Registration Document contains forward-looking statements. in this Registration Document for the financial years ending These forward-looking statements include all matters that are December 31, 2013 and December 31, 2012 have been prepared not historical facts. They are mentioned in various sections of this in accordance with International Financial Reporting Standards Registration Document and contain data relating to Legrand’s (“IFRS”), as adopted by the European Union. Since the Group 03 03 intentions, estimates and targets, concerning in particular its has not applied the carve-out arrangements proposed by the EU market, strategy, growth, results, financial position and cash and specified in IAS 39, these consolidated financial statements position. were also prepared in accordance with IFRS, as issued by the International Accounting Standards Board (IASB). References By their nature, forward-looking statements involve risks and 04 04 therefore to the term “IFRS” within this Registration Document uncertainties because they relate to events and depend on relate to international accounting standards as adopted in the circumstances that may or may not occur in the future. Forward- European Union or as issued by IASB. The Company prepares looking statements are not guarantees of the Group’s future and presents its consolidated financial statements in accordance performance. Legrand’s actual financial position, results and 05 05 with IFRS as required by French law. IFRS may differ in certain cash flows as well as the development of the industrial sector significant respects from French GAAP. The separate financial in which it operates may differ significantly from the forward- statements are presented in accordance with French GAAP. looking information mentioned in this Registration Document, and even where these elements are consistent with the forward- 06 06 This Registration Document contains information about Legrand’s looking information mentioned in this Registration Document, markets and its competitive position therein, including market they may not be representative of the results or developments in size and market share. As far as Legrand is aware, no exhaustive later periods. Factors that could cause such differences include, report exists with regard to the industry or the market for among other things, the risk factors described in chapter 4 of 07 07 electrical and digital building infrastructures. As such, Legrand this Registration Document. Accordingly, all forward-looking obtains data on its markets through its subsidiaries which compile statements should be evaluated with the understanding of their information on their relevant markets on an annual basis. This inherent uncertainty. information is derived from formal and informal contacts with The forward-looking statements referred to in this Registration 08 08 industry professionals (notably professional associations), from Document are only made as of the date of this Registration the sales data of distributors of electrical products, and from Document. The Group will update this information as necessary in building statistics and macroeconomic data. Legrand estimates its financial communications. Legrand operates in a competitive its position in its markets based on the market data referred to environment subject to rapid change. It therefore may not be able 09 09 above and on its actual sales in the relevant market. to anticipate all of the risks, uncertainties and other factors that Legrand believes that the market share information contained in could affect its activities, their potential impact on its activities this Registration Document provides fair and adequate estimates or the extent to which the occurrence of a risk or combination of of the size of its markets and fairly reflects its competitive position risks could lead to significantly different results from those set 10 10 within these markets. However, internal surveys, estimates, out in any forward-looking statements, it being noted that such market research and publicly available information, while forward-looking statements do not constitute a guarantee of believed by Legrand to be reliable, have not been independently actual results. T T A A 2 REGISTRATION DOCUMENT 2013 - LEGRAND 7 CONTENTS 3 7 CONTENTS 3 RESPONSIBILITY FOR THE REGISTRATION DOCUMENT AND STATUTORY AUDITORS 01 01 01 02 02 1.1 - PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 4 1.1.1 - Name and position of the person responsible 03 for the Registration Document 4 03 1.1.2 - Declaration of the person responsible for the Registration Document including the annual financial report 4 1.1.3 - Incorporation by reference 4 04 04 1.2 - STATUTORY AUDITORS 5 1.2.1 - Principal Statutory Auditors 5 05 1.2.2 - Deputy Statutory Auditors 5 05 1.3 - FINANCIAL INFORMATION 6 1.3.1 - Person responsible for financial information 6 06 1.3.2 - Documents available to the public 6 06 1.3.3 - Indicative financial information schedule 6 07 07 08 08 09 09 10 10 T T A A REGISTRATION DOCUMENT 2013 - LEGRAND 3 7 CONTENTS 3 7 CONTENTS 3 RESPONSIBILITY FOR THE registration DOCUMENT AND statutory auditors 01 Person responsible for the Registration Document 1.1 - PERSON RESPONSIBLE FOR THE REGISTRATION R DOCUMENT 01 01 1.1.1 - Name and position of the person responsible 02 02 for the Registration Document 03 03 Mr.
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