REXEL
Paris : RXL

February 10, 2012 03:44 ET

Rexel : Fourth-Quarter & Full-Year 2011 Results

PARIS--(Marketwire - Feb 10, 2012) - Financial statements at December 31, 2011 were authorised for issue by the Management Board on February 2, 2012.

                         STRONG PERFORMANCE IN Q4 2011

                      FULL-YEAR 2011 RESULTS ABOVE TARGETS

                        DIVIDEND POLICY REVISED UPWARDS

STRONG SALES AND PROFITABILITY IN Q4

* Organic same-day growth: +5.3%, with Europe at +4.5%, North America at +7.4% and double digit-growth in China and in Latin America

* EBITA(1) margin up 40bps, to an historic high of 6.2%

FULL-YEAR PERFORMANCE ABOVE TARGETS

* Sales of EUR12.7bn, up 6.2% on a constant and same-day basis

* EBITA(1) margin up 70bps, to 5.7% of sales

* Free cash-flow (FCF) before interest & tax of EUR601m

* Net income up 39%, to EUR319m

STRENGTHENED FINANCIAL STRUCTURE

* Indebtedness ratio of 2.40x EBITDA at Dec. 31, 2011 (vs. 3.19x at Dec. 31, 2010)

* Strong liquidity and enhanced financial flexibility

DIVIDEND POLICY REVISED UPWARDS

* Proposed dividend of EUR0.65 per share

+---------------------------------+-------+----------+--------+----------+
|At December 31                   |Q4 2011|YoY Change|FY 2011 |YoY Change|
+---------------------------------+-------+----------+--------+----------+
|On a reported basis              |                  |                   |
+---------------------------------+-------+----------+--------+----------+
|Sales (EURm)                     |3,343.7|     +5.4%|12,717.1|     +6.3%|
|                                 |       |          |        |          |
|% change organic same-day        |       |     +5.3%|        |     +6.2%|
+---------------------------------+-------+----------+--------+----------+
|EBITA (EURm)                     |  203.0|     +4.3%|   719.6|    +16.8%|
+---------------------------------+-------+----------+--------+----------+
|EBITA margin (as a % sales)      |   6.1%|    stable|    5.7%|    +60bps|
+---------------------------------+-------+----------+--------+----------+
|Operating income (EURm)          |  123.2|     -2.3%|   596.9|    +23.0%|
+---------------------------------+-------+----------+--------+----------+
|Net income (EURm)                |   60.4|     -1.8%|   319.0|    +39.2%|
+---------------------------------+-------+----------+--------+----------+
|Free cash flow before interest   |  364.4|    +19.0%|   601.0|     +5.5%|
|and tax paid (EURm)              |       |          |        |          |
+---------------------------------+-------+----------+--------+----------+
|Net debt end of period (EURm)    |       |          | 2,078.2|     -8.6%|
+---------------------------------+-------+----------+--------+----------+
|On a constant and adjusted       |                  |                   |
|basis(1)                         |                  |                   |
+---------------------------------+-------+----------+--------+----------+
|Gross profit (EURm)              |  830.6|     +7.1%| 3,123.9|     +6.8%|
+---------------------------------+-------+----------+--------+----------+
|Gross margin (as a % sales)      |  24.8%|    +60bps|   24.6%|    +20bps|
+---------------------------------+-------+----------+--------+----------+
|EBITA (EURm)                     |  208.7|    +11.9%|   726.0|    +20.1%|
+---------------------------------+-------+----------+--------+----------+
|EBITA margin (as a % sales )     |   6.2%|    +40bps|    5.7%|    +70bps|
+---------------------------------+-------+----------+--------+----------+

(1) 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.

Jean-Charles PAUZE, Chairman of the Management Board and CEO, said: "Rexel posted a very good performance in 2011: organic growth was strong, profitability reached an historic high and we strengthened our footprint in emerging markets, while continuing to deleverage the company. Thanks to the commitment and responsiveness of all its teams, Rexel is today stronger, more flexible and better positioned to continue being a leader in its industry."

Rudy PROVOOST, designated Chairman of the Management Board and CEO, said: "I am very pleased to assume the position of Chairman of the Management Board and CEO of Rexel. The company has strong fundamentals on which to build. In 2012, we will continue to seize growth opportunities, reinforce our leadership, extend the range of value-added services offered to our customers and expand in energy efficiency. Even in the current uncertain economic context, I am confident that we will continue to outperform GDP growth in our countries, generate solid profits and cash-flow, maintain a strong financial structure and deliver value for all our shareholders."

Financial review for the period ended December 31, 2011

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

Organic sales growth was solid in Q4 (+5.3% on a constant and same-day basis) with volume growth in line with Q3

In the fourth quarter, Rexel recorded sales of EUR3,343.7 million, up 5.4% on a reported basis and up 5.3% on a constant and same-day basis.

The 5.4% rise in sales on a reported basis included:

* A positive currency impact of EUR18.7 million (mainly due to the appreciation of the AUD and the CHF against the euro),

* A net positive impact of EUR10.2 million from changes in the scope of consolidation (acquisitions: EUR59.9m minus divestments: EUR49.7m),

* A negative calendar impact of 0.9 percentage points.

The 5.3% growth on a constant and same-day basis reflected a solid performance in most European countries (+4.5%), continued strong growth in North America (+7.4%) and double-digit growth in China (+14.1%) and in Latin America (+14.7%). It included a very limited impact of +0.1 percentage points due to the change in copper-based cable prices (compared to +1.9 percentage points in Q3). Excluding this impact in both quarters, organic growth in Q4 was close to the organic growth recorded in Q3: volumes continued to be mainly driven by sustained demand from the industrial end-market in all regions, while the residential and commercial end-markets continued to show signs of improvement, albeit remaining at low levels compared to the pre-crisis levels.

In the full-year, Rexel recorded sales of EUR12,717.1 million, up 6.3% on a reported basis and up 6.2% on a constant and same-day basis.

The 6.3% rise in sales on a reported basis included:

* A negative currency impact of EUR19.4 million (mainly due to the depreciation of the USD against the euro partly offset by the appreciation of the AUD, the CHF and the SEK against the euro),

* A net positive impact of EUR51.6 million from changes in the scope of consolidation (acquisitions: EUR208.9m minus divestments: EUR157.4m),

* A negative calendar impact of 0.2 percentage points.

The 6.2% organic growth included a positive impact of 1.7 percentage points due to the rise in copper-based cable prices (+3.0 points in Q1, +2.6 points in Q2, +1.9 points in Q3 and +0.1 points in Q4).

Europe (59% of Group sales): +4.5% in Q4 and +5.5% in the full-year on a constant and same-day basis

In Q4, sales outside Southern Europe remained solid (+6.7%) while Spain, Italy and Portugal (representing 6% of total European sales and 3.5% of total Group sales) faced further deterioration.

In France, sales growth continued at a sustained pace in Q4 (+5.2%), continuously driven by all three end-markets and by strong activity with large accounts.

In the UK, sales continued to grow in double-digits in Q4 (+13.2%), thanks to targeted commercial initiatives and strong project activity (including photovoltaic), in spite of an economic context that remains difficult.

In Germany, sales confirmed their return to growth in Q4 (+9.0% and +5.1% excluding photovoltaic sales), driven by sustained activity in the industrial end-market, especially in the chemical sector.

Belgium (+11.6%), Scandinavia (+7.5%) and Austria (+4.6%) continued to post satisfactory growth in Q4, driven mainly by the industrial end-market.

Southern European countries faced further deterioration in Q4:Spain fell by 27.7%, Italy by 10.3% (excluding photovoltaic sales, which recorded a high in Q4 2010) and Portugal by 4.7%, due to the deterioration of macroeconomic conditions in these countries.

North America (29% of Group sales): +7.4% in Q4 and +8.3% in the full-year on a constant and same-day basis

Both the US and Canada posted strong growth in Q4, despite more challenging comparables (sales in North America started to recover significantly as from the last quarter of 2010).

In the US, sales were up 7.4% in Q4, reflecting continued strong performance in the industrial end-market, mainly in the energy and mining sectors. Energy efficiency, transportation, infrastructure, education and healthcare initiatives also contributed to the positive evolution of sales. The residential end-market and some segments in the commercial end-markets continued to show signs of improvement, even if both end-markets are still at low levels, compared to the pre-crisis levels.

Canada also posted strong growth (+7.6%) despite a very challenging base effect (organic growth in Q4 2010 was +14.5%). Growth was mainly driven by the industrial end-market, in particular in the mining and oil & gas sectors, as well as in the telecommunications and renewable energies segments.

Asia-Pacific (10% of Group sales): +1.7% in Q4 and +5.5% in the full-year on a constant and same-day basis

In Q4, sales in Asia-Pacific were up 10.0% on a reported basis, including a positive impact of EUR17.9 million due to the consolidation, as from January 1(st), 2011, of our acquisitions in China and India. On a constant and same-day basis, sales were up 1.7%, driven by continued double-digit growth in China.

In Australia (about 60% of the region's sales), sales were down 2.4% in Q4, further impacted by the economic slowdown attributable to higher interest rates and cuts in public spending.

In China (about 25% of the region's sales), sales posted double-digit growth (+14.1%), driven by strong performance in the industrial automation segment; sales in the full-year reached EUR304.2 million, up 20.1% on a constant and same-day basis and up 37.4% on a reported basis.

In New Zealand (about 10% of the region's sales), sales were down 11.0% in Q4, reflecting the delay in post-earthquake reconstruction and branch closures (55 branches at Dec. 31, 2011 vs. 69 at Dec. 31, 2010).

Latin America and Other operating segments (2% of Group sales)

These operations, together with the unallocated corporate overheads, are reported in Rexel's consolidated financial statements under the "Other Operations" segment.

* Latin America (2% of Group sales): +14.7% in Q4 and +16.0% in the full-year on a constant and same-day basis

Latin American countries include Chile (consolidated since 1999) and Brazil (Nortel Suprimentos Industriais consolidated as from January 1, 2011).

Sales in Latin America amounted to EUR52.8 million Q4, including a positive impact of EUR26.5 million due to the consolidation of Nortel Suprimentos Industriais (Brazil) as from January 1(st), 2011. On a constant and same-day basis, they grew by double-digits both in Chile (+12.1%) and Brazil (+16.7%).

* Other operating segments (1% of Group sales): completion of ACE disposal

As the non-core ACE division was fully divested at the end of Q3, sales from other operating segments in Q4 only amounted to EUR7.0 million, representing activities coordinated at the Group level.

Record profitability in Q4 with EBITA(1) margin at 6.2%

Full-year EBITA(1) margin up 70bps to 5.7%

In Q4, EBITA[1] margin stood at 6.2% vs. 5.8% in Q4 2010.

This 40 basis point improvement reflected:

* Solid gross margin(1) at 24.8%, up 60bps year-on-year,

* A 5.6% increase in distribution and administrative expenses[2], slightly exceeding the rise in sales.

In the full-year, EBITA(1) margin stood at 5.7% vs. 5.0% in 2010.

This 70 basis point improvement reflected:

* A 20 basis point improvement in gross margin, to 24.6%,

* A 50 basis point reduction in distribution and administrative expenses(2) as a percentage of sales (from 19.4% in 2010 to 18.9% in 2011); these expenses grew by only 3.3% while sales grew by 6.2% on a constant and same-day basis.

Reported EBITA reached EUR203.0 million in Q4 and EUR719.6 million in the full-year, up 16.8% year-on-year.

Operating income up 23% at EUR597 million

Net income up +39% at EUR319 million

In the full-year, operating income increased by 23.0% to EUR596.9 million, reflecting the strong rise in EBITA.

* Amortization of purchase price allocation amounted to EUR15.7 million (vs. EUR22.8 million in 2010),

* Other income and expenses amounted to a net charge of EUR107.0 million (vs. a net charge of EUR107.7 million in 2010). They included EUR39.8 million of restructuring costs (vs. EUR65.2 million in 2010), EUR34.5 million of net revenue on disposals and EUR87.9 million of impairment charges (goodwill impairment in the Netherlands, Slovenia and New Zealand and asset impairment in Spain and on the divested ACE division).

In the full-year, net income increased by 39.2% to EUR319.0 million (vs. EUR229.2 million in 2010).

* Net financial expenses amounted to EUR191.1million (vs. EUR203.1 million in 2010). The average effective interest rate for the year stood at 7.2% (vs. 7.1% in 2010). The increase reflected the additional cost due to the refinancing of the Senior Credit facilities by the EUR500 million Senior notes issued in May 2011, with higher nominal interest rate.

* Income tax represented a charge of EUR89.6 million (vs. EUR57.8 million in 2010),

* Share of profit in associates amounted to EUR2.8 million.

Free cash flow before interest and tax(3) of EUR601 million in the full-year

Indebtedness ratio reduced to 2.40x at Dec. 31, 2011 (vs. 3.19x at Dec. 31, 2010)

In the full-year, free cash flow before interest and tax[3] was an inflow of EUR601.0 million, of which EUR364.4 million was generated during Q4. The inflow in the full-year included:

* Net capital expenditure of EUR68.4 million (of which gross capital expenditure represented EUR98.2 million),

* A limited EUR69.9 million outflow from change in working capital, resulting from stronger sales; as a percentage of sales and on a constant and same-day basis, working capital decreased by 30bps, from 10.6% in 2010 to 10.3% in 2011.

In the full-year, net debt was reduced by EUR195.1 million, to EUR2,078.2 million at December 31, 2011. It took into account:

* EUR55.7 million of net financial investment (of which EUR100.5 million related to acquisitions and EUR44.8 million related to disposals),

* EUR155.4 million of net interest paid,

* EUR85.9 million of income tax paid,

* EUR19.2 million of dividends paid in cash,

* EUR22.1 million of unfavourable currency effect.

The indebtedness ratio (Net financial debt / EBITDA), as calculated under the Senior Credit Agreement terms, stood at 2.40x at December 31, 2011, vs. 3.19x at December 31, 2010.

Rexel's recent acquisitions illustrate its three-pronged external growth strategy

In 2011, Rexel's M&A activity was sustained with 10 acquisitions (representing sales of c. EUR280 million on an annualized basis) and the final divestment of the non-core ACE division.

In 2012 and onwards, Rexel will pursue its three-pronged M&A strategy aimed at:

* Strengthening its market share in key mature markets (Europe and North America),

* Broadening its footprint in emerging markets (Brazil, China and India),

* Seizing opportunities to broaden its offer of value-added services.

On February 1, Rexel announced the acquisition of Liteco, the largest independent distributor of electrical supplies in the Canadian Maritimes region. This acquisition consolidates Rexel's No.1 position in Canada and will contribute c. EUR50 million in sales on an annualized basis.

On February 6, Rexel announced the acquisitions of Delamano and Etil in Brazil, through which Rexel gains a leading position in the country and becomes No.1 in the state of São Paulo. These two companies will contribute c. EUR100 million in sales on an annualized basis.

Today, Rexel announces the acquisition of Eurodis, in France. Founded in 1993 and based near Paris, this company is a significant player in the security equipment distribution market and operates through 13 branches with national coverage. This acquisition enhances Rexel's offer of products and services in the security equipment segment. It will contribute c. EUR20 million in sales on an annualized basis.

Dividend policy revised upwards

Proposed dividend of EUR0.65 per share

Rexel's structural ability to generate strong cash-flow throughout the cycle allows the Group to revise upwards its dividend policy to at least 40% of the Group's recurring net result (vs. previously "c. 30% to 35% of the Group's net result").

Rexel's strong performance in 2011 enables the Group to propose to shareholders a dividend of EUR0.65 per share (vs. EUR0.40 last year), subject to approval at the Annual Shareholders Meeting to be held on May 16, 2012. This dividend will be paid in cash or shares at shareholders' option and represents a pay-out ratio of 46% of the Group's recurring net result.

Outlook

In 2011, Rexel generated strong organic growth of 6.2%, of which 1.7 percentage points were due to the rise in copper-based cable prices. The 4.5% organic growth excluding the impact of copper outpaced the weighted average GDP growth of the countries in which the Group operates, confirming Rexel's ability to generate organic growth above GDP growth, driven by value-added services and energy efficiency.

In the prevailing uncertain economic context, Rexel remains confident that organic growth excluding the impact of copper in 2012 should continue to outperform the weighted average GDP growth of the regions in which the Group operates.

In this context, Rexel should also in 2012:

* At least maintain its EBITA[4] margin at the same level as the 5.7% reached in 2011,

* Generate free cash-flow before interest and tax of around EUR600 million.

Rexel confirms its medium-term strategic priorities:

* Strengthen its market position through organic growth and acquisitions,

* Enhance its profitability and optimize capital employed to achieve an EBITA(4) margin of close to 6.5% and a return on capital employed close to 14% in 2013,

* Generate solid free cash-flow.

                                    Calendar

May 3, 2012        First-quarter 2012 results

May 16, 2012       Shareholders' Meeting

May 29, 2012       Investor Day

July 27, 2012      Second-quarter and half-year 2012 results

October 31, 2012   Third-quarter and 9-months 2012 results

Financial information

The financial report for the period ended December 31, 2011 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 and full-year 2011 results is also available on the Company's website.

Rexel, a global leader in the distribution of electrical supplies, serves three main end markets: industrial, commercial and residential. The Group operates in 37 countries, with a network of some 2,100 branches, and employs over 28,000 people. Rexel's sales were EUR12.7 billion in 2011. 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 integrated in the following indices: SBF 120, CAC Mid 100, CAC AllTrade, CAC AllShares, FTSE EuroMid, FTSE4Good and STOXX600.

For more information, visit Rexel's web site at www.rexel.com

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 profit of EUR10.2 million in Q4 2010 and a loss of EUR5.8 million in Q4 2011,

* a profit of 23.3 million in FY 2010 and a loss of EUR6.4 million in FY 2011.

GROUP

+-----------------------+-------+-------+------+---------+---------+------+
|     Constant and      |Q4 2010|Q4 2011|Change| FY 2010 | FY 2011 |Change|
| adjusted basis (EURm) |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|Sales                  |3,202.8|3,343.7| +4.4%| 11,992.3| 12,717.1| +6.0%|
|                       |       |       |      |         |         |      |
|  on a constant basis  |       |       | +5.3%|         |         | +6.2%|
|  and same days        |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|Gross profit           |  775.6|  830.6| +7.1%|  2,924.8|  3,123.9| +6.8%|
|                       |       |       |      |         |         |      |
|  as a % of sales      |  24.2%|  24.8%|+60bps|    24.4%|    24.6%|+20bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Distribution & adm.    |(589.1)|(621.8)| +5.6%|(2,320.4)|(2,397.9)| +3.3%|
|expenses (incl.        |       |       |      |         |         |      |
|depreciation)          |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|EBITA                  |  186.6|  208.7|+11.9%|    604.4|    726.0|+20.1%|
|                       |       |       |      |         |         |      |
|  as a % of sales      |   5.8%|   6.2%|+40bps|     5.0%|     5.7%|+70bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Headcount (end of      |       |       |      |         |         |      |
|period                 | 28,013| 28,409|  1.4%|   28,013|   28,409| +1.4%|
+-----------------------+-------+-------+------+---------+---------+------+



EUROPE

+-----------------------+-------+-------+------+---------+---------+------+
|     Constant and      |Q4 2010|Q4 2011|Change| FY 2010 | FY 2011 |Change|
|    adjusted basis     |       |       |      |         |         |      |
|       (EURm)          |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|Sales                  |1,889.8|1,947.9| +3.1%|  7,073.4|  7,437.7| +5.2%|
|                       |       |       |      |         |         |      |
|        on a constant  |       |       | +4.5%|         |         | +5.5%|
|        basis and same |       |       |      |         |         |      |
|        days           |       |       |      |         |         |      |
|                       |       |       |      |         |         |      |
|o/w   France           |  627.6|  640.9| +2.1%|  2,331.1|  2,474.7| +6.2%|
|                       |       |       |      |         |         |      |
|        on a constant  |       |       | +5.2%|         |         | +7.0%|
|        basis and same |       |       |      |         |         |      |
|        days           |       |       |      |         |         |      |
|                       |       |       |      |         |         |      |
| United Kingdom        |  211.4|  239.2|+13.2%|    885.9|    953.4| +7.6%|
|                       |       |       |      |         |         |      |
|        on a constant  |       |       |+13.2%|         |         | +8.1%|
|        basis and same |       |       |      |         |         |      |
|        days           |       |       |      |         |         |      |
|                       |       |       |      |         |         |      |
| Germany               |  229.8|  245.8| +7.0%|    912.9|    915.2| +0.3%|
|                       |       |       |      |         |         |      |
|        on a constant  |       |       | +9.0%|         |         | +0.5%|
|        basis and same |       |       |      |         |         |      |
|        days           |       |       |      |         |         |      |
|                       |       |       |      |         |         |      |
| Scandinavia           |  242.8|  260.2| +7.2%|    864.4|    924.6| +7.0%|
|                       |       |       |      |         |         |      |
|        on a constant  |       |       | +7.5%|         |         | +6.8%|
|        basis and same |       |       |      |         |         |      |
|        days           |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|Gross profit           |  488.7|  519.7| +6.3%|  1,825.8|  1,947.9| +6.7%|
|                       |       |       |      |         |         |      |
| as a % of sales       |  25.9%|  26.7%|+80bps|    25.8%|    26.2%|+40bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Distribution & adm.    |(355.5)|(371.3)| +4.5%|(1,385.6)|(1,430.0)| +3.2%|
|expenses (incl.        |       |       |      |         |         |      |
|depreciation)          |       |       |      |         |         |      |
+-----------------------+-------+-------+------+---------+---------+------+
|EBITA                  |  133.2|  148.4|+11.4%|    440.2|    517.9|+17.7%|
|                       |       |       |      |         |         |      |
| as a % of sales       |   7.0%|   7.6%|+60bps|     6.2%|     7.0%|+80bps|
+-----------------------+-------+-------+------+---------+---------+------+
|Headcount (end of      |       |       |      |         |         |      |
|period)                | 16,543| 16,661|  0.7%|   16,543|   16,661| +0.7%|
+-----------------------+-------+-------+------+---------+---------+------+



NORTH AMERICA

+-------------------------+-------+-------+-------+-------+-------+-------+
|  Constant and adjusted  |Q4 2010|Q4 2011|Change |FY 2010|FY 2011|Change |
|      basis (EURm)       |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|Sales                    |  935.4|1,010.6|  +8.0%|3,404.6|3,692.1|  +8.4%|
|                         |       |       |       |       |       |       |
|   on a constant basis   |       |       |  +7.4%|       |       |  +8.3%|
|   and same days         |       |       |       |       |       |       |
|                         |       |       |       |       |       |       |
|o/w   United States      |  644.9|  702.7|  +9.0%|2,356.9|2,529.7|  +7.3%|
|                         |       |       |       |       |       |       |
|   on a constant basis   |       |       |  +7.4%|       |       |  +6.9%|
|   and same days         |       |       |       |       |       |       |
|                         |       |       |       |       |       |       |
| Canada                  |  290.5|  307.9|  +6.0%|1,047.6|1,162.4| +11.0%|
|                         |       |       |       |       |       |       |
|   on a constant basis   |       |       |  +7.6%|       |       | +11.4%|
|   and same days         |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|Gross  profit            |  203.0|  220.9|  +8.8%|  735.9|  789.0|  +7.2%|
|                         |       |       |       |       |       |       |
|as a % of sales          |  21.7%|  21.9%| +20bps|  21.6%|  21.4%| -20bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Distribution & adm.      |       |       |       |       |       |       |
|expenses (incl.          |(160.8)|(164.1)|  +2.1%|(620.8)|(625.2)|  +0.7%|
|depreciation)            |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+
|EBITA                    |   42.2|   56.7| +34.5%|  115.2|  163.9| +42.3%|
|                         |       |       |       |       |       |       |
| as a % of sales         |   4.5%|   5.6%|+110bps|   3.4%|   4.4%|+100bps|
+-------------------------+-------+-------+-------+-------+-------+-------+
|Headcount (end of        |  7,255|  7,293|   0.5%|  7,255|  7,293|  +0.5%|
|period)                  |       |       |       |       |       |       |
+-------------------------+-------+-------+-------+-------+-------+-------+



ASIA-PACIFIC

+---------------------------+-------+-------+------+-------+-------+------+
|        Constant and       |Q4 2010|Q4 2011|Change|FY 2010|FY 2011|Change|
|   adjusted basis (EURm)   |       |       |      |       |       |      |
+---------------------------+-------+-------+------+-------+-------+------+
|Sales                      |  323.6|  325.4| +0.6%|1,216.0|1,278.4| +5.1%|
|                           |       |       |      |       |       |      |
|        on a constant basis|       |       | +1.7%|       |       | +5.5%|
|        and same days      |       |       |      |       |       |      |
|                           |       |       |      |       |       |      |
|o/w   Australia            |  193.8|  186.8| -3.6%|  758.1|  766.8| +1.1%|
|                           |       |       |      |       |       |      |
|        on a constant basis|       |       | -2.4%|       |       | +1.5%|
|        and same days      |       |       |      |       |       |      |
|                           |       |       |      |       |       |      |
|      China                |   77.8|   87.8|+12.8%|  254.1|  304.2|+19.7%|
|                           |       |       |      |       |       |      |
|        on a constant basis|       |       |+14.1%|       |       |+20.1%|
|        and same days      |       |       |      |       |       |      |
|                           |       |       |      |       |       |      |
|      New Zealand          |   34.4|   30.1|-12.4%|  139.1|  134.1| -3.6%|
|                           |       |       |      |       |       |      |
|        on a constant basis|       |       |-11.0%|       |       | -3.2%|
|        and same days      |       |       |      |       |       |      |
+---------------------------+-------+-------+------+-------+-------+------+
|Gross profit               |   67.0|   69.8| +4.2%|  260.5|  279.7| +7.4%|
|                           |       |       |      |       |       |      |
| as a % of sales           |  20.7%|  21.4%|+70bps|  21.4%|  21.9%|+50bps|
+---------------------------+-------+-------+------+-------+-------+------+
|Distribution & adm.        |       |       |      |       |       |      |
|expenses (incl.)           | (48.5)| (51.5)| +6.0%|(191.8)|(202.0)| +5.3%|
|depreciation)              |       |       |      |       |       |      |
+---------------------------+-------+-------+------+-------+-------+------+
|EBITA                      |   18.4|   18.3| -0.6%|   68.7|   77.6|+13.0%|
|                           |       |       |      |       |       |      |
| as a % of sales           |   5.7%|   5.6%|-10bps|   5.6%|   6.1%|+50bps|
+---------------------------+-------+-------+------+-------+-------+------+
|Headcount (end of          |       |       |      |       |       |      |
|period)                    |  2,823|  2,926| +3.6%|  2,823|  2,926| +3.6%|
+---------------------------+-------+-------+------+-------+-------+------+



OTHER (LATIN AMERICA, OTHER OPERATING SEGMENTS + CORPORATE HOLDINGS)

+--------------------------+-------+-------+-------+-------+-------+------+
|           Constant and   |Q4 2010|Q4 2011|Change |FY 2010|FY 2011|Change|
|          adjusted basis  |       |       |       |       |       |      |
|             (EURm)       |       |       |       |       |       |      |
+--------------------------+-------+-------+-------+-------+-------+------+
|Operating segments        |       |       |       |       |       |      |
+--------------------------+-------+-------+-------+-------+-------+------+
|Sales                     |   54.0|   59.8| +10.7%|  298.3|  308.9| +3.5%|
|                          |       |       |       |       |       |      |
| on a constant basis and  |       |       | +12.9%|       |       | +3.0%|
| same days                |       |       |       |       |       |      |
|                          |       |       |       |       |       |      |
|o/w   Latin America       |   47.0|   52.8| +12.2%|  183.9|  214.8|+16.8%|
|                          |       |       |       |       |       |      |
|        on a constant     |       |       | +14.7%|       |       |+16.0%|
|        basis and same    |       |       |       |       |       |      |
|        days              |       |       |       |       |       |      |
|                          |       |       |       |       |       |      |
|      ACE                 |    0.0|    0.0|       |   89.3|   64.9|-27.3%|
|                          |       |       |       |       |       |      |
|        on a constant     |       |       |       |       |       |-27.4%|
|        basis and same    |       |       |       |       |       |      |
|        days              |       |       |       |       |       |      |
+--------------------------+-------+-------+-------+-------+-------+------+
|Gross profit              |   17.0|   20.2| +19.2%|  102.6|  107.4| +4.7%|
|                          |       |       |       |       |       |      |
| as a % of sales          |  31.5%|  33.8%|+230bps|  34.4%|  34.8%|+30bps|
+--------------------------+-------+-------+-------+-------+-------+------+
|Distribution & adm.       |       |       |       |       |       |      |
|expenses (incl.           | (14.6)| (16.8)| +15.1%| (92.3)| (93.9)| +1.7%|
|depreciation)             |       |       |       |       |       |      |
+--------------------------+-------+-------+-------+-------+-------+------+
|EBITA                     |    2.4|    3.4| +41.7%|   10.3|   13.6|+32.0%|
|                          |       |       |       |       |       |      |
| as a % of sales          |   4.4%|   5.7%|+130bps|   3.5%|   4.4%|+90bps|
+--------------------------+-------+-------+-------+-------+-------+------+
|Headcount (end of         |  1,070|  1,178|  10.1%|  1,070|  1,178| 10.1%|
|period)                   |       |       |       |       |       |      |
+--------------------------+-------+-------+-------+-------+-------+------+
|Corporate Holdings        |       |       |       |       |       |      |
+--------------------------+-------+-------+-------+-------+-------+------+
|EBITA                     |  (9.6)| (18.1)| +89.8%| (30.0)| (47.0)|+56.5%|
+--------------------------+-------+-------+-------+-------+-------+------+
|Headcount (end of         |       |       |       |       |       |      |
|period)                   |    322|    351|   9.0%|    322|    351|  8.9%|
+--------------------------+-------+-------+-------+-------+-------+------+



                                   Appendix 2

                        Extract of Financial Statements



                         Consolidated Income Statement

+----------------------+-------+-------+------+---------+---------+------+
|Reported basis (EURm) |Q4 2010|Q4 2011|Change| FY 2010 | FY 2011 |Change|
+----------------------+-------+-------+------+---------+---------+------+
|Sales                 |3,173.9|3,343.7| +5.4%| 11,960.1| 12,717.1| +6.3%|
+----------------------+-------+-------+------+---------+---------+------+
|Gross profit          |  786.7|  823.0| +4.6%|  2,945.6|  3,117.5| +5.8%|
|                      |       |       |      |         |         |      |
|  as a % of sales     |  24.8%|  24.6%|      |    24.6%|    24.5%|      |
+----------------------+-------+-------+------+---------+---------+------+
|Distribution & adm.   |       |       |      |         |         |      |
|expenses (excl.       |(573.5)|(602.4)| +5.0%|(2,253.6)|(2,325.4)| +3.2%|
|depreciation)         |       |       |      |         |         |      |
+----------------------+-------+-------+------+---------+---------+------+
|EBITDA                |  213.1|  220.7| +3.5%|    691.9|    792.1|+14.5%|
|                      |       |       |      |         |         |      |
|  as a % of sales     |   6.7%|   6.6%|      |     5.8%|     6.2%|      |
+----------------------+-------+-------+------+---------+---------+------+
|Depreciation          | (18.6)| (17.7)|      |   (76.1)|   (72.5)|      |
+----------------------+-------+-------+------+---------+---------+------+
|EBITA                 |  194.6|  203.0| +4.3%|    615.9|    719.6|+16.8%|
|                      |       |       |      |         |         |      |
|  as a % of sales     |   6.1%|   6.1%|      |     5.1%|     5.7%|      |
+----------------------+-------+-------+------+---------+---------+------+
|Amortization of       |       |       |      |         |         |      |
|purchase price        |  (4.4)|  (2.6)|      |   (22.8)|   (15.7)|      |
|allocation            |       |       |      |         |         |      |
+----------------------+-------+-------+------+---------+---------+------+
|Operating income bef. |  190.2|  200.3| +5.3%|    593.1|    703.9|+18.7%|
|other inc. and exp.   |       |       |      |         |         |      |
|                      |       |       |      |         |         |      |
|  as a % of sales     |   6.0%|   6.0%|      |     5.0%|     5.5%|      |
+----------------------+-------+-------+------+---------+---------+------+
|Other income and      |       |       |      |         |         |      |
|expenses              | (64.1)| (77.1)|      |  (107.7)|  (107.0)|      |
+----------------------+-------+-------+------+---------+---------+------+
|Operating income      |  126.1|  123.2| -2.3%|    485.4|    596.9|+23.0%|
+----------------------+-------+-------+------+---------+---------+------+
|Financial expenses    |       |       |      |         |         |      |
|(net)                 | (49.6)| (43.5)|      |  (203.1)|  (191.1)|      |
+----------------------+-------+-------+------+---------+---------+------+
|Share of profit (loss)|       |       |      |         |         |      |
|in associates         |    1.5|    1.6|      |      4.7|      2.8|      |
+----------------------+-------+-------+------+---------+---------+------+
|Net income (loss)     |       |       |      |         |         |      |
|before income tax     |   78.0|   81.3| +4.2%|    287.0|    408.6|+42.4%|
+----------------------+-------+-------+------+---------+---------+------+
|Income tax            | (16.5)| (20.9)|      |   (57.8)|   (89.6)|      |
+----------------------+-------+-------+------+---------+---------+------+
|Net income (loss)     |   61.5|   60.4| -1.8%|    229.2|    319.0|+39.2%|
+----------------------+-------+-------+------+---------+---------+------+
|Net income (loss)     |       |       |      |         |         |      |
|attr. to non-         |    0.2|  (0.3)|      |      0.7|      0.7|      |
|controlling interests |       |       |      |         |         |      |
+----------------------+-------+-------+------+---------+---------+------+
|Net income (loss)     |       |       |      |         |         |      |
|attr. to equity       |   61.3|   60.7| -1.0%|    228.5|    318.3|+39.3%|
|holders of the parent |       |       |      |         |         |      |
+----------------------+-------+-------+------+---------+---------+------+


                              Recurring Net Income

+-----------------------------------------+---------+---------+--------+
|        In millions of euros             | FY 2010 | FY 2011 | Change |
+-----------------------------------------+---------+---------+--------+
| Reported net income                     |   229.2 |   319.0 | +39.2% |
|                                         |         |         |        |
| Non recurring items on tax rate         |   -28.3 |   -52.1 |        |
|                                         |         |         |        |
| Non-recurring copper effect             |   -23.4 |     6.4 |        |
|                                         |         |         |        |
| Restructuring costs                     |    65.2 |    39.8 |        |
|                                         |         |         |        |
| Loss (profit) on disposal of investment |     9.1 |   -26.1 |        |
|                                         |         |         |        |
| Goodwill & assets impairment            |    41.0 |    87.7 |        |
|                                         |         |         |        |
| Acquisition costs                       |     0.0 |     5.6 |        |
|                                         |         |         |        |
| Loss (profit) on assets disposals       |    -0.7 |    -6.4 |        |
|                                         |         |         |        |
| Unused provision reversal               |    -5.7 |    -4.5 |        |
|                                         |         |         |        |
| Swaps written off in P&L                |     0.0 |    13.1 |        |
|                                         |         |         |        |
| Other                                   |    -1.0 |    10.9 |        |
|                                         |         |         |        |
| Tax effect                              |   -14.3 |   -18.7 |        |
|                                         |         |         |        |
| Recurring net income                    |   270.9 |   374.6 | +38.3% |
+-----------------------------------------+---------+---------+--------+



                       Sales and profitability by segment

+-----------------------+-------+-------+------+--------+--------+------+
| Reported basis (EURm) |Q4 2010|Q4 2011|Change|FY 2010 |FY 2011 |Change|
+-----------------------+-------+-------+------+--------+--------+------+
|Sales                  |3,173.9|3,343.7| +5.4%|11,960.1|12,717.1| +6.3%|
|                       |       |       |      |        |        |      |
|  Europe               |1,864.3|1,947.9| +4.5%| 6,966.8| 7,437.7| +6.8%|
|                       |       |       |      |        |        |      |
|  North America        |  934.2|1,010.6| +8.2%| 3,530.8| 3,692.1| +4.6%|
|                       |       |       |      |        |        |      |
|  Asia-Pacific         |  295.8|  325.4|+10.0%| 1,116.3| 1,278.4|+14.5%|
|                       |       |       |      |        |        |      |
|  Other                |   79.6|   59.8|-24.8%|   346.2|   308.9|-10.8%|
+-----------------------+-------+-------+------+--------+--------+------+
|Gross profit           |  786.7|  823.0| +4.6%| 2,945.6| 3,117.5| +5.8%|
|                       |       |       |      |        |        |      |
|  Europe               |  488.2|  514.4| +5.4%| 1,813.6| 1,941.0| +7.0%|
|                       |       |       |      |        |        |      |
|  North America        |  205.2|  219.5| +7.0%|   769.0|   789.0| +2.6%|
|                       |       |       |      |        |        |      |
|  Asia-Pacific         |   63.8|   69.5| +9.0%|   242.9|   279.8|+15.2%|
|                       |       |       |      |        |        |      |
|  Other                |   29.6|   19.5|-33.9%|   120.1|   107.7|-10.3%|
+-----------------------+-------+-------+------+--------+--------+------+
|EBITA                  |  194.6|  203.0| +4.3%|   615.9|   719.6|+16.8%|
|                       |       |       |      |        |        |      |
|  Europe               |  136.7|  144.8| +5.9%|   446.5|   511.2|+14.5%|
|                       |       |       |      |        |        |      |
|  North America        |   45.0|   55.5|+23.3%|   123.1|   163.7|+33.0%|
|                       |       |       |      |        |        |      |
|  Asia-Pacific         |   17.7|   18.1| +2.0%|    63.7|    77.8|+22.0%|
|                       |       |       |      |        |        |      |
|  Other                |  (4.9)| (15.4)|   n/m|  (17.4)|  (33.0)|   n/m|
+-----------------------+-------+-------+------+--------+--------+------+



           Impact on sales from changes in the scope of consolidation

+------------+-----------+--------+-------+-------+-------+-------+-------+
|Acquisitions|  Country  | Conso. |Q1 2011|Q2 2011|Q3 2011|Q4 2011|FY 2011|
|            |           |        |       |       |       |       |       |
|            |           |as from |       |       |       |       |       |
+------------+-----------+--------+-------+-------+-------+-------+-------+
|Europe      |Switzerland|01/01/11|   12.3|   13.1|   15.0|   15.6|   56.0|
|            |           |        |       |       |       |       |       |
|Asia-Pacific|China,India| misc.  |    5.0|    8.1|   17.6|   17.9|   48.6|
|            |           |        |       |       |       |       |       |
|Latin       |           |        |       |       |       |       |       |
|America     |  Brazil   |01/01/11|   21.7|   27.4|   28.8|   26.5|  104.4|
+------------+-----------+--------+-------+-------+-------+-------+-------+
|Total       |           |        |   39.0|   48.6|   61.4|   59.9|  208.9|
|acquisitions|           |        |       |       |       |       |       |
+------------+-----------+--------+-------+-------+-------+-------+-------+
|Divestments |  Country  |Deconso.|Q1 2011|Q2 2011|Q3 2011|Q4 2011|FY 2011|
|            |           |        |       |       |       |       |       |
|            |           |as from |       |       |       |       |       |
+------------+-----------+--------+-------+-------+-------+-------+-------+
|HCL Asia    |   ACE     |01/02/10|   -3.8|    0.0|    0.0|    0.0|   -3.8|
|            |           |        |       |       |       |       |       |
|Haagtechno  |   ACE     |01/06/10|  -33.6|  -24.8|    0.0|    0.0|  -58.4|
|            |           |        |       |       |       |       |       |
|HBA         |   ACE     |01/07/11|    0.0|    0.0|  -44.5|  -46.6|  -91.1|
|            |           |        |       |       |       |       |       |
|Kompro      |   ACE     |01/08/11|    0.0|    0.0|   -0.9|   -3.2|   -4.1|
+------------+-----------+--------+-------+-------+-------+-------+-------+
|Total       |           |        |  -37.4|  -24.8|  -45.4|  -49.7| -157.4|
|divestments |           |        |       |       |       |       |       |
+------------+-----------+--------+-------+-------+-------+-------+-------+
|Net impact  |           |        |       |       |       |       |       |
|on sales    |           |        |    1.6|   23.8|   16.0|   10.2|   51.6|
+------------+-----------+--------+-------+-------+-------+-------+-------+


                           Consolidated Balance Sheet

+-------------------------------+----------------------+-----------------+
|Assets (EURm)                  |December 31(st) , 2010|December 31, 2011|
+-------------------------------+----------------------+-----------------+
|Goodwill                       |               3,931.2|          4,002.2|
|                               |                      |                 |
|Intangible assets              |                 934.4|            935.7|
|                               |                      |                 |
|Property, plant & equipment    |                 245.4|            261.7|
|                               |                      |                 |
|Long-term investments(1)       |                 132.1|            122.5|
|                               |                      |                 |
|Investments in associates      |                   9.3|             11.8|
|                               |                      |                 |
|Deferred tax assets            |                 138.6|            144.3|
+-------------------------------+----------------------+-----------------+
|Total non-current assets       |               5,391.0|          5,478.2|
+-------------------------------+----------------------+-----------------+
|Inventories                    |               1,203.1|          1,240.8|
|                               |                      |                 |
|Trade receivables              |               2,022.0|          2,122.9|
|                               |                      |                 |
|Other receivables              |                 436.1|            476.2|
|                               |                      |                 |
|Assets classified as held for  |                      |                 |
|sale                           |                  23.1|              3.7|
|                               |                      |                 |
|Cash and cash equivalents      |                 311.9|            413.7|
+-------------------------------+----------------------+-----------------+
|Total current assets           |               3,996.2|          4,257.3|
+-------------------------------+----------------------+-----------------+
|Total assets                   |               9,387.2|          9,735.5|
+-------------------------------+----------------------+-----------------+

+-------------------------------+----------------------+-----------------+
|Liabilities (EURm)             |December 31(st) , 2010|December 30, 2011|
+-------------------------------+----------------------+-----------------+
|Total equity                   |               3,834.4|          4,150.8|
+-------------------------------+----------------------+-----------------+
|Long-term debt                 |               2,463.5|          2,182.3|
|                               |                      |                 |
|Deferred tax liabilities       |                 144.5|            132.9|
|                               |                      |                 |
|Other non-current liabilities  |                 330.7|            323.8|
+-------------------------------+----------------------+-----------------+
|Total non-current liabilities  |               2,938.7|          2,639.0|
+-------------------------------+----------------------+-----------------+
|Interest bearing debt &        |                      |                 |
|accrued interests              |                 122.0|            333.5|
|                               |                      |                 |
|Trade payables                 |               1,866.2|          1,903.3|
|                               |                      |                 |
|Other payables                 |                 623.9|            708.9|
|                               |                      |                 |
|Liabilities classified as held |                      |                 |
|for sale                       |                   2.0|              0.0|
+-------------------------------+----------------------+-----------------+
|Total current liabilities      |               2,614.1|          2,945.7|
+-------------------------------+----------------------+-----------------+
|Total liabilities              |               5,552.8|          5,584.7|
+-------------------------------+----------------------+-----------------+
|Total equity & liabilities     |               9,387.2|          9,735.5|
+-------------------------------+----------------------+-----------------+

(1) Includes Fair value hedge derivatives for EUR0.3m at December 31, 2010
and for EUR23.8m at December 31, 2011



                               Change in Net Debt

+---------------------------------------+-------+-------+-------+-------+
|EURm                                   |Q4 2010|Q4 2011|FY 2010|FY 2011|
+---------------------------------------+-------+-------+-------+-------+
|EBITDA                                 |  213.1|  220.7|  691.9|  792.1|
+---------------------------------------+-------+-------+-------+-------+
|Other operating revenues & costs(1)    | (22.7)| (13.9)|(111.8)| (52.8)|
+---------------------------------------+-------+-------+-------+-------+
|Operating cash flow                    |  190.4|  206.8|  580.1|  739.3|
+---------------------------------------+-------+-------+-------+-------+
|Change in working capital              |  137.8|  183.9|   42.0| (69.9)|
|                                       |       |       |       |       |
|Net capital expenditure, of which:     | (22.1)| (26.3)| (52.4)| (68.4)|
|                                       |       |       |       |       |
|Gross capital expenditure              | (22.6)| (37.8)| (57.5)| (98.2)|
|                                       |       |       |       |       |
|Disposal of fixed assets & other       |    0.5|   11.5|    5.1|   29.8|
+---------------------------------------+-------+-------+-------+-------+
|Free cash flow before interest and tax |  306.1|  364.4|  569.8|  601.0|
+---------------------------------------+-------+-------+-------+-------+
|Net interest paid / received           | (41.1)| (40.2)|(160.7)|(155.4)|
|                                       |       |       |       |       |
|Income tax paid                        |   11.9| (14.3)| (36.9)| (85.9)|
+---------------------------------------+-------+-------+-------+-------+
|Free cash flow after interest and tax  |  276.9|  309.9|  372.2|  359.7|
+---------------------------------------+-------+-------+-------+-------+
|Net financial investment(2)            | (66.7)| (41.7)| (55.8)| (55.7)|
|                                       |       |       |       |       |
|Dividends paid                         |    0.0|    0.0|    1.3|(105.3)|
|                                       |       |       |       |       |
|Net change in equity                   |    3.3|    0.1|   10.9|   88.5|
|                                       |       |       |       |       |
|Other(3)                               |  (4.8)| (33.4)| (36.0)| (70.0)|
|                                       |       |       |       |       |
|Currency exchange variation            | (49.1)| (42.9)|(164.5)| (22.1)|
+---------------------------------------+-------+-------+-------+-------+
|Decrease (increase) in net debt        |  159.6|  192.0|  127.9|  195.1|
+---------------------------------------+-------+-------+-------+-------+
|Net debt at the beginning of the period|2,432.8|2,270.2|2,401.2|2,273.3|
+---------------------------------------+-------+-------+-------+-------+
|Net debt at the end of the period      |2,273.3|2,078.2|2,273.3|2,078.2|
+---------------------------------------+-------+-------+-------+-------+

(1) Includes restructuring outflows of EUR18.5 million in Q4  2010 and
EUR7.8 million in Q4 2011,  EUR78.3 million in FY 2010 and EUR42.2 million
in FY 2011
(2) FY 2011 includes EUR100.5 million of acquisitions (net of cash) and
EUR44.8 million from assets disposals, mainly HBA and Kompro
(3) Q4 2011 includes a EUR(1.2) million adjustment to the High Yield Bond
carrying value



                           Return on Capital Employed

+------------------------------------+-----------------+-----------------+
|ROCE calculation                    |December 31, 2010|December 31, 2011|
+------------------------------------+-----------------+-----------------+
|Goodwill                            |          3,931.2|          4,002.2|
|                                    |                 |                 |
|Intangible assets                   |            934.4|            935.7|
|                                    |                 |                 |
|Property, plant & equipment         |            245.4|            261.7|
|                                    |                 |                 |
|Inventories                         |          1,203.1|          1,240.8|
|                                    |                 |                 |
|Trade receivables                   |          2,022.0|          2,122.9|
|                                    |                 |                 |
|Other receivables                   |            436.1|            476.2|
|                                    |                 |                 |
|Other non-current liabilities       |           -330.7|           -323.8|
|                                    |                 |                 |
|Trade payables                      |         -1,866.2|         -1,903.3|
|                                    |                 |                 |
|Other payables                      |           -623.9|           -708.9|
|                                    |                 |                 |
|Reported capital employed           |          5,951.4|          6,103.5|
|                                    |                 |                 |
|Adjustment of GW related to Rexel   |         -1,322.0|         -1,322.0|
|acquisition in 2005                 |                 |                 |
+------------------------------------+-----------------+-----------------+
|Capital employed used for ROCE      |                 |                 |
|calculation (1)                     |          4,629.4|          4,781.5|
+------------------------------------+-----------------+-----------------+
|Operating inc. bef. other inc. &    |                 |                 |
|exp. pre-tax                        |            593.1|            703.9|
+------------------------------------+-----------------+-----------------+
|Effective tax rate                  |            20.5%|            22.1%|
+------------------------------------+-----------------+-----------------+
|Operating inc. bef. other inc. &    |                 |                 |
|exp. after tax (2)                  |            471.5|            548.3|
+------------------------------------+-----------------+-----------------+
|ROCE after tax (2/1)                |            10.2%|            11.5%|
+------------------------------------+-----------------+-----------------+



                                   Appendix 3

                            Working Capital Analysis

+--------------------------------+-------------------+-------------------+
| Constant basis (EURm)          | December 31, 2010 | December 31, 2011 |
+--------------------------------+-------------------+-------------------+
| Sales (12 rolling months)      |          11,763.5 |          12,504.6 |
+--------------------------------+-------------------+-------------------+
| Net inventories                |           1,151.1 |           1,178.9 |
|                                |                   |                   |
| as a % of sales 12 rolling     |                   |                   |
| months                         |              9.8% |              9.4% |
|                                |                   |                   |
|            as a number of days |              42.4 |              41.5 |
+--------------------------------+-------------------+-------------------+
| Net trade receivables          |           2,072.8 |           2,129.9 |
|                                |                   |                   |
| as a % of sales 12 rolling     |                   |                   |
| months                         |             17.6% |             17.0% |
|                                |                   |                   |
|            as a number of days |              53.2 |              52.2 |
+--------------------------------+-------------------+-------------------+
| Net trade payables             |           1,812.1 |           1,842.8 |
|                                |                   |                   |
| as a % of sales 12 rolling     |                   |                   |
| months                         |             15.4% |             14.7% |
|                                |                   |                   |
|            as a number of days |              59.5 |              58.2 |
+--------------------------------+-------------------+-------------------+
| Trade working capital          |           1,411.8 |           1,466.0 |
|                                |                   |                   |
| as a % of sales 12 rolling     |                   |                   |
| months                         |             12.0% |             11.7% |
+--------------------------------+-------------------+-------------------+
| Non-trade working capital      |            -165.1 |            -184.0 |
+--------------------------------+-------------------+-------------------+
| Total working capital          |           1,246.6 |           1,282.0 |
|                                |                   |                   |
| as a % of sales 12 rolling     |                   |                   |
| months                         |             10.6% |             10.3% |
+--------------------------------+-------------------+-------------------+



                                   Appendix 4

                      Headcount and branches by geography


+-------------------------------------+------------+------------+--------+
|        FTEs at end of period        | 31/12/2010 | 31/12/2011 | Change |
|                                     |            |            |        |
|             comparable              |            |            |        |
+-------------------------------------+------------+------------+--------+
| Europe                              |     16,543 |     16,661 |     1% |
+-------------------------------------+------------+------------+--------+
| USA                                 |      5,054 |      5,015 |    -1% |
+-------------------------------------+------------+------------+--------+
| Canada                              |      2,201 |      2,278 |     3% |
+-------------------------------------+------------+------------+--------+
| North America                       |      7,255 |      7,293 |     1% |
+-------------------------------------+------------+------------+--------+
| Asia-Pacific                        |      2,823 |      2,926 |     4% |
+-------------------------------------+------------+------------+--------+
| Latin America  & Other Op. segments |      1,070 |      1,178 |    10% |
+-------------------------------------+------------+------------+--------+
| Corporate holdings                  |        322 |        351 |     9% |
+-------------------------------------+------------+------------+--------+
| Other                               |      1,392 |      1,529 |    10% |
+-------------------------------------+------------+------------+--------+
| Group                               |     28,013 |     28,409 |     1% |
+-------------------------------------+------------+------------+--------+

+-------------------------------------+------------+------------+--------+
|              Branches               | 31/12/2010 | 31/12/2011 | Change |
|                                     |            |            |        |
|             comparable              |            |            |        |
+-------------------------------------+------------+------------+--------+
| Europe                              |      1,274 |      1,257 |    -1% |
+-------------------------------------+------------+------------+--------+
| USA                                 |        314 |        297 |    -5% |
+-------------------------------------+------------+------------+--------+
| Canada                              |        210 |        207 |    -1% |
+-------------------------------------+------------+------------+--------+
| North America                       |        524 |        504 |    -4% |
+-------------------------------------+------------+------------+--------+
| Asia-Pacific                        |        291 |        293 |     1% |
+-------------------------------------+------------+------------+--------+
| Latin America  & Other Op. segments |         24 |         74 |   208% |
+-------------------------------------+------------+------------+--------+
| Corporate holdings                  |          - |          - |      - |
+-------------------------------------+------------+------------+--------+
| Other                               |         24 |         74 |   208% |
+-------------------------------------+------------+------------+--------+
| Group                               |      2,113 |      2,128 |     1% |
+-------------------------------------+------------+------------+--------+



                                   Appendix 5

                            Senior Credit Agreement


The EUR1.3bn SCA comprises two revolving credit facilities:
  *  a 3-year multi-currency revolving credit facility in an amount of
     EUR200m (the initial amount was EUR600m and was reduced to EUR400m
     after one year and to EUR200m after two years), named "Facility A"
  *  a 5-year multi-currency revolving credit facility in an amount of
     EUR1.1bn, named "Facility B"


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:


+-------------------------------------------------------------------------+
|Indebt-   IR sup.  IR sup.  IR sup.  IR sup.  IR sup.   IR sup.  IR inf. |
|edness    or       or       or       or       or        or       to      |
|Ratio     equal    equal    equal    equal    equal     equal    2.5x    |
|(IR)      to       to       to       to       to        to               |
|          5.0x     4.5x     4.0x     3.5x     3.0x      2.5              |
|                   and      and      and      and       and              |
|                   inf. to  inf. to  inf. to  inf. to   inf. to          |
|                   5.0x     4.5x     4.0x     3.5x      3.0x             |
+-------------------------------------------------------------------------+
|Facility                                                                 |
|A         4.25%    3.50%    3.00%    2.50%    2.00%    1.75%    1.50%    |
+-------------------------------------------------------------------------+
|Facility                                                                 |
|B         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:

  * 25bps if the total amount drawn under both facilities is comprised
    between 33% and 66% of the total commitment;
  * 50bps if the total amount drawn under both facilities equals or exceeds
    66% of the total commitment.


The applicable financial covenants are the following:

  * Commitment 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       |
+------------------------------------------------------------------------+

  * Commitment to suspend dividend payments as long as IR superior or equal
    to 4.00x

  * Commitment to limit capital expenditure to 0.75% of sales as long as
    IR superior or equal to 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 EUR200 million for each 12-months period if the Indebtedness Ratio equals or exceed 3.50x.

As the indebtedness ratio at December 31, 2011 was 2.40x, the limitations regarding dividend payment, capital expenditure and acquisitions do not apply.

DISCLAIMER

The Group is exposed to fluctuations in copper prices in connection with its distribution of cable products. Cables accounted for approximately 18% 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 April 11, 2011 under number D.11-0272. 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 on April 11, 2011 under number D.11-0272, as well as the consolidated financial statements and activity report for the 2011 fiscal year, which may be obtained from Rexel's website (www.rexel.com).

[1] 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

[2] 2 including depreciation

[3] Cash from operating activities minus net capital expenditure and before net interest and income tax paid

[4] 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

PR REXEL Q4 2011 results: http://hugin.info/143564/R/1584433/495709.pdf

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#1584433]

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