Créateurs De Convivialité
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REGISTRATION DOCUMENT 2010/2011 Créateurs de convivialité 1 PRESENTATION OF THE 6 PERNOD RICARD SA PERNOD RICARD GROUP 3 FINANCIAL STATEMENTS 159 History and organisation 4 Pernod Ricard SA income statement 160 Operation and strategy 8 Pernod Ricard SA balance sheet 161 Pernod Ricard SA cash flow statement 163 2 CORPORATE GOVERNANCE Analysis of Pernod Ricard SA results 164 AND INTERNAL CONTROL 15 Notes to the Pernod Ricard SA financial statements 167 Board of Directors of the Company 17 Earnings over the last five financial years 181 Report of the Chairman of the Board of Directors Dividends distributed over the last five years 182 on the conditions governing the preparation and Inventory of marketable securities at 30 June 2011 183 organisation of the work performed by the Board 28 Statutory Auditors’ report Report of the Chairman of the Board of Directors on the annual financial statements 184 on internal control and risk management 35 Statutory Auditors’ special report Financial and accounting reporting 37 on regulated agreements and commitments 185 Statutory Auditors’ report 38 7 COMBINED (ORDINARY 3 CORPORATE SOCIAL AND EXTRAORDINARY) RESPONSIBILITY 39 SHAREHOLDERS’ MEETING 189 Sharing a tangible commitment 40 Agenda of the Combined (Ordinary and Extraordinary) Human Resources 43 Shareholders’ Meeting of 15 November 2011 190 Environmental management 51 Presentation of the resolutions 191 Commitment to Society 65 Draft resolutions 195 Statutory Auditors’ report on the review of certain Statutory Auditors’ report on the reduction environmental, social and societal indicators 71 of share capital by cancellation of treasury shares 206 Statutory Auditors’ report on the issue of ordinary shares and/or various securities 4 MANAGEMENT REPORT 73 with maintenance or cancellation Key figures from the consolidated financial of the preferential subscription right 207 statements for the year ended 30 June 2011 74 Statutory Auditors’ report on the issue Analysis of business activity and results 76 of securities representing debts granting entitlement to the allocation of debt securities 209 Cash and capital 80 Statutory Auditors’ report on the issue of shares Outlook 81 or securities granting access to the share capital, with cancellation of preferential subscription rights, Human resources 82 reserved for members of employee savings plans 210 Risk factors 92 Statutory Auditors’ report on the issue Significant contracts 102 of share warrants in the event of a public offer on the Company’s shares 211 5 ANNUAL CONSOLIDATED 8 FINANCIAL STATEMENTS 107 ABOUT THE COMPANY AND ITS SHARE CAPITAL 213 Annual consolidated income statement 108 Information about Pernod Ricard 214 Consolidated statement of comprehensive income 109 Information about its share capital 220 Annual consolidated balance sheet 110 Changes in shareholders’ equity 112 Annual consolidated cash flow statement 113 9 ADDITIONAL INFORMATION Notes to the annual consolidated TO THE REGISTRATION DOCUMENT 237 financial statements 114 Persons responsible 238 Statutory Auditors’ report on the consolidated Documents available to the public 238 financial statements 157 Table of compliance 239 REGISTRATION DOCUMENT 2010/2011 This Registration document was filed with the French Financial Markets Authority on 28 September 2011 under no. D.11-0884, 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 2010/2011 PERNOD RICARD 1 2 REGISTRATION DOCUMENT 2010/2011 PERNOD RICARD PRESENTATION OFSOMMAIRE THE1 PERNOD RICARD GROUP PRESENTATION OF THE PERNOD RICARD GROUP 1 History and organisation 4 Operation and strategy 8 More than 30 years of continuous growth 4 Main business activities (14 strategic brands) 8 Highlights of the financial year 2010/2011 5 Key markets (4 strategic regions) 9 A decentralised ‘business model’ 6 Competitive position 10 Company’s dependence on patents, licences and industrial agreements 10 Property, plant and equipment 10 Research and Development 13 REGISTRATION DOCUMENT 2010/2011 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 company producing Larios at the time merged with Pernod Ricard’s referred to as ‘Pernod Ricard’ or ‘the Group’) local distributor, PRACSA, which had been well-established in Spain and first international acquisitions since 1978. Pernod Ricard thereby acquired a prominent position in Spain, one of the world’s biggest markets, allowing it to distribute Pernod Ricard was born in 1975 out of the merger of two companies, both its international products and local brands such as Palacio de la Pernod SA and Ricard SA, long-time competitors in the French Vega wines and Pacharán Zoco. anis-based spirits market. The Group they formed was able to take advantage of new resources to develop its Market Companies and Following these acquisitions, the Group embarked on a reorganisation, its brand portfolio (Ricard, Pernod, Pastis 51, Suze, Dubonnet, etc.) in aimed primarily at decentralising its activities. First of all, Pernod France and other countries. Ricard implemented a regionalisation of its structure by creating four direct subsidiaries, each of them responsible for one continent. For its initial acquisitions, Pernod Ricard gave priority to whisky, one The Group’s structure was organised around ‘Market Company’ of the most consumed spirits in the world, and the United States, the subsidiaries (with their own sales presence in local markets) and world’s biggest market for the Wines and Spirits sector. This led to ‘Brand Companies’ (charged with overseeing production and global the Group that had just been created acquiring Campbell Distillers, strategy of brands). The latter mainly only distribute via the Group’s a Scotch whisky producer in 1975, followed by Austin Nichols, the subsidiaries and do not generally have their own sales force, or if producer of Wild Turkey American bourbon whiskey in 1981. so, have a very limited one. In this way, Pernod Ricard was able to ensure global coherence of its brand management, while adapting its Laying the foundations of the worldwide strategy to local market specificities. network The Group acquired Viuda de Romero tequila in Mexico at the end of 1999. The Group continued its growth outside France with the start-up of operations in Asia, and more importantly, the creation of a broad and Over the period from 1999 to 2001, the Group consolidated its deep Market Company network in Europe. Over a period of ten years, positions in Eastern Europe through the acquisition of Yerevan Brandy the Group extended its coverage to all the countries of the 15-member Company (the Ararat brand of Armenian brandies), Wyborowa (Polish European Union, establishing a strong brand presence: Pernod in the vodka) and Jan Becher (Czech bitter). With Ararat to boost the Tamada United Kingdom and Germany and Ricard in Spain and Belgium. A and Old Tbilisi Georgian wines, the Group was able to build a position number of local acquisitions also helped to enhance the network’s in Russia where most of this brand’s sales are made, while the portfolio (Ouzo Mini in Greece, Pacharán Zoco in Spain, etc.). Group’s strong sales presence 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. This acquisition brought with it an extensive sales and distribution Refocusing the business strategy structure in Italy. At the dawn of the new century, the Group doubled its size in the In 1988, the Group took over Irish Distillers, the main Irish whiskey Wines & Spirits segment via the joint purchase with Diageo of producer and owner of the prestigious Jameson, Bushmills, Paddy Seagram’s Wines and Spirits business. Pernod Ricard acquired 39.1% and Powers brands. Jameson provided the Group with a high- of these business activities for an investment of USD3.15 billion. potential brand. Thus, between the acquisition in 1988 and 2011, the This made the Group one of the top three global Wines & Spirits brand has delivered average annual growth in sales volumes of 10%, operators and consolidated its position in the Americas and Asia, rising from 0.4 million to 3.4 million cases. while remaining the leader in Europe. 2002 also saw the successful integration of 3,500 Seagram employees. In 1989, the Group extended its network to Australia by purchasing Orlando Wines, Australia’s No. 2 wine producer. The company went on This helped the Group to hold key positions with regard to strong to form the Orlando Wyndham group with Wyndham Estate, in 1990. brands in the whisky sector, such as Chivas Regal and The Glenlivet, Jacob’s Creek has become the most exported Australian wine brand, a high quality cognac brand with Martell and, in the white spirits and a market leader in the United Kingdom, New Zealand, Ireland, segment, Seagram’s gin. It also had leading local brands such as Scandinavia and Asia. Montilla in Brazil or Royal Stag in India. Pernod Ricard and the Cuban company Cuba Ron created Havana As a result of this major acquisition, the Group decided to refocus Club International in 1993. This joint venture markets and sells on its core business, and started to withdraw from the non-alcoholic Havana Club rum, which has since been one of the fastest growing food and beverage segment: between 2001 and 2002, the Group sold brands of spirits in the world. Orangina, which it had purchased in 1984, SIAS-MPA, the world leader in fruit preparations for yoghurts and dairy-based desserts, BWG, a wholesaler in Ireland and the United Kingdom, and CSR-Pampryl.