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Registration Document REGISTRATION DOCUMENT 2011/2012 1 PRESENTATION OF THE PERNOD RICARD GROUP 3 6 PERNOD RICARD SA FINANCIAL STATEMENTS 159 History and organisation 4 Pernod Ricard SA income statement 160 Operation and strategy 9 Pernod Ricard SA balance sheet 161 Pernod Ricard SA cash flow statement 163 Analysis of Pernod Ricard SA results 164 2 CORPORATE GOVERNANCE AND INTERNAL CONTROL 15 Notes to the Pernod Ricard SA Report of the Chairman of the Board of Directors financial statements 166 of the Company on the composition of the Board and the implementation of the principle of balanced Earnings over the last five financial years 180 representation of women and men within the Board, Dividends distributed over the last five years 181 as well as on the conditions governing the preparation and organisation of the work performed Inventory of marketable securities by the Board of Directors 17 at 30 June 2012 182 Report of the Chairman of the Board of Directors Statutory Auditors’ report on the annual on Internal Control and risk management 35 financial statements 183 Report of the Chairmain of the Board of Directors Statutory Auditors’ special report on regulated of the Company – Financial and accounting agreements and commitments 184 reporting 37 Statutory Auditors’ report 38 COMBINED (ORDINARY AND EXTRAORDINARY) 7 SHAREHOLDERS’ MEETING 189 3 CORPORATE SOCIAL RESPONSIBILITY 39 Agenda of the Combined Sharing a tangible commitment 40 (Ordinary and Extraordinary) Shareholders’ Meeting of 9 November 2012 190 Human resources 42 Presentation of the resolutions 191 Environmental management 50 Draft resolutions 195 Commitment to Society 66 Statutory Auditors’ Report on the authorisation Statutory Auditors’ report on the review of certain to grant free shares (existing or to be issued) 204 environmental, social and societal indicators 72 Statutory Auditors’ Report on the authorisation to grant options for the subscription or purchase of shares 205 4 MANAGEMENT REPORT 73 Statutory Auditors’ report on the share capital Key figures of the consolidated financial increase reserved for members of employee statements for the year ended 30 June 2012 74 savings plans 206 Analysis of business activity and results 76 Cash and capital 80 8 ABOUT THE COMPANY AND ITS SHARE CAPITAL 207 Outlook 81 Information about Pernod Ricard 208 Human Resources 82 Information about its share capital 214 Risk factors 92 Significant contracts 102 ADDITIONAL INFORMATION 9 TO THE REGISTRATION DOCUMENT 227 5 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS 107 Persons responsible 228 Annual consolidated income statement 108 Documents available to the public 228 Consolidated statement of comprehensive income 109 Table of compliance 229 Annual consolidated balance sheet 110 Changes in shareholders’ equity 112 Annual consolidated cash flow statement 113 Notes to the annual consolidated financial statements 114 Statutory A uditors’ report on the consolidated financial statements 158 REGISTRATION DOCUMENT 2011/2012 This Registration document was filed with the French Financial Markets Authority on 26 September 2012 under no. D.12-0869 , in accordance with article 212-13 of its General Regulations. It may be used in support of a financial transaction if it is supplemented by a prospectus approved by the French Financial Markets Authority. This document has been prepared by the issuer under the liability of the signatories. REGISTRATION DOCUMENT 2011/2012 PERNOD RICARD 1 2 PERNOD RICARD REGISTRATION DOCUMENT 2011/2012 1 PRESENTATION OF THE PERNOD RICARD GROUP HISTORY AND ORGANISATION 4 OPERATION AND STRATEGY 9 More than 30 years of continuous growth 4 Main business activities (14 strategic brands) 9 Highlights of the financial year 2011/2012 5 Key markets (4 strategic regions) 10 A decentralised business model 7 Competitive position 11 Company’s dependence on patents, licences and industrial agreements 11 Property, plant and equipment 11 Research and Development 14 REGISTRATION DOCUMENT 2011/2012 PERNOD RICARD 3 PRESENTATION OF THE PERNOD RICARD GROUP History and organisation 1 More than 30 years of continuous growth Consolidation and organisation In 1997, the Group added to its white spirits portfolio through the acquisition of Larios gin, the no. 1 gin in Continental Europe. The Creation of Pernod Ricard (hereinafter referred company producing Larios at the time merged with Pernod Ricard’s local distributor, PRACSA, which had been well-established in Spain to as “Pernod Ricard” or the “ Group”) and first since 1978. Pernod Ricard thereby acquired a prominent position in international acquisitions Spain, one of the world’s biggest markets, allowing it to distribute both its international products and local brands such as Palacio de la Pernod Ricard was born in 1975 out of the merger of two companies, Vega wines and Zoco p acharán. Pernod SA and Ricard SA, long-time competitors in the French anise- based spirits market. The Group formed was able to take advantage Following these acquisitions, the Group embarked on a reorganisation, of new resources to develop its Market Companies and its brand aimed primarily at decentralising its activities. First of all, Pernod portfolio (Ricard, Pernod, Pastis 51, Suze, Dubonnet, etc.) in France Ricard created a regional structure with four direct subsidiaries, and other countries. each of them responsible for one continent. The Group’s structure also comprised “Market Company” subsidiaries (with their own For its initial acquisitions, Pernod Ricard gave priority to whisky, one sales presence in local markets) and “Brand Companies” (charged of the most consumed spirits in the world, and the United States, the with overseeing production and global strategy of brands). The latter world’s biggest market for the Wines and Spirits sector. This led to mainly distribute to the Group’s subsidiaries and do not generally the Group that had just been created acquiring Campbell Distillers, have their own sales force. Pernod Ricard was able to ensure global a Scotch whisky producer, in 1975, followed by Austin Nichols, the coherence of its brand management, while adapting its strategy to producer of Wild Turkey American bourbon whiskey in 1981. local market specificities. The Group acquired Viuda de Romero tequila in Mexico at the end of Laying the foundations of the worldwide network 1999. The Group continued its growth outside France with the start-up of Over the period from 1999 to 2001, the Group consolidated its positions operations in Asia, and more importantly, the creation of a dense in Eastern Europe through the acquisition of Yerevan Brandy Company Market Company network in Europe. Over a period of ten years, (the ArA rA t brand of Armenian brandies), Wyborowa (Polish vodka) the Group extended its coverage to all 15 European Union member and Jan Becher (Czech bitter). With ArA rA t to boost the Tamada and countries, establishing a strong brand presence: Pernod in the United Old Tbilissi Georgian wines (the latter two of which were sold in June Kingdom and Germany and Ricard in Spain and Belgium. A number of 2011), the Group was able to build a position in Russia where most of local acquisitions also helped to enhance the network’s portfolio ( Mini this brand’s sales are made, while the Group’s strong sales presence o uzo in Greece, Zoco p acharán in Spain, etc.). provided opportunities for Wyborowa to develop internationally. In 1985, Pernod Ricard acquired Ramazzotti, which had been producing Amaro Ramazzotti, a well-known bitter, since 1815. Refocusing the business strategy This acquisition brought with it an extensive sales and distribution structure in Italy. At the dawn of the new century, the Group doubled its size in the Wines & Spirits segment via the joint purchase with Diageo of In 1988, the Group took over Irish Distillers, the main Irish whiskey Seagram’s Wines and Spirits business. Pernod Ricard acquired 39.1% producer and owner of the prestigious Jameson, Bushmills, Paddy of these business activities for an investment of USD 3.15 billion. and Powers brands. Jameson provided the Group with a high- This made the Group one of the top three global Wines & Spirits potential brand. Thus, from the acquisition in 1988 through 2012, the operators and consolidated its position in the Americas and Asia, brand has delivered average annual growth in sales volumes of 10%, while remaining the leader in Europe. 2002 also saw the successful rising from 0.4 million to 3. 9 million 9-litre cases. integration of 3,500 Seagram employees. In 1989, the Group extended its network to Australia by purchasing This helped the Group to hold key positions with strong brands Orlando Wines, Australia’s n o. 2 wine producer. The company went on such as Chivas Regal and The Glenlivet in the whisky segment, with to form the Orlando Wyndham group with Wyndham Estate, in 1990. Martell in the cognac segment, and Seagram’s gin in the white spirits Jacob’s Creek has become the most exported Australian wine brand, segment. It also integrated leading local brands such as Montilla in and a market leader in the United Kingdom, New Zealand, Ireland, Brazil or Royal Stag in India. Scandinavia and Asia. As a result of this major acquisition, the Group decided to refocus Pernod Ricard and the Cuban company Cuba Ron created Havana on its core business, and started to withdraw from the non-alcoholic Club International in 1993. This joint venture markets and sells food and beverage segment: between 2001 and 2002, the Group sold Havana Club rum, which has since been one of the fastest growing Orangina, which it had purchased in 1984, SIAS-MPA, the world leader brands of spirits in the world. in fruit preparations for yoghurts and dairy-based desserts, BWG, a wholesaler in Ireland and the United Kingdom, and CSR-Pampryl. 4 PERNOD RICARD REGISTRATION DOCUMENT 2011/2012 PRESENTATION OF THE PERNOD RICARD GROUP HISTORY AND ORGANISATION 2003 saw the Group re-enter the CAC 40 stock market index in Paris, more remarkable considering the return to pre-crisis advertising thanks to the success of the Seagram acquisition and the Group’s new and promotional investment, continued debt reduction and the strategic focus.
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