[PDF] Créateurs de convivialité Pernod Ricard SA's financial

View - Download Créateurs de convivialité

Previous PDF

Next PDF

REFERENCE DOCUMENT

2009/2010

Créateurs de convivialité

PRESENTATION OF THE PERNOD RICARD GROUP 3

History and organisation 4

Operation and strategy 8

CORPORATE GOVERNANCE AND INTERNAL CONTROL 25

Board of Directors of the Company 27

Report of the Chairman of the Board

of Directors on the conditions governing the preparation and organisation of the work performed by the Board 36

Report of the Chairman of the Board

of Directors on internal control and risk management 43

Financial and accounting reporting 45

Statutory auditors" report, prepared

in accordance with article L. 225-235 of the french commercial code (code de commerce), on the report prepared by the Chairman of the Board of Directors 46

MANAGEMENT REPORT 47

Key figures from the consolidated financial

statements for the year ended 30 June 2010 48

Analysis of business activity and results 49

Cash and capital 54

Outlook 55

Human resources 56

Risk factors 70

Significant contracts 80

Statutory auditors" report on the review

of certain environmental, social and societal indicators 84

ANNUAL CONSOLIDATED FINANCIAL STATEMENTS 85

Annual consolidated income statement 86

Consolidated statement

of comprehensive income 87

Annual consolidated balance sheet 88

Changes in shareholders" equity 90

Annual consolidated cash flow statement 91

Notes to the annual consolidated

financial statements 92

Statutory auditors" report

on the consolidated financial statements 134

PERNOD RICARD SA FINANCIAL STATEMENTS 135

Pernod Ricard SA income statement 136

Pernod Ricard SA balance sheet 137Pernod Ricard SA cash flow statement 139

Analysis of Pernod Ricard SA results 140

Notes to the Pernod Ricard SA financial

statements 142

Earnings over the last five financial years 156

Dividends distributed during the last five years 157

Inventory of marketable securities

at 30 June 2010 158

Statutory auditors" report

on the annual financial statements 159

Statutory Auditors" Special Report

on regulated agreements and commitments 160 COMBINED (ORDINARY AND EXTRAORDINARY) SHAREHOLDERS" MEETING 165

Agenda of the Combined

(Ordinary and Extraordinary)

Shareholders" Meeting of 10 November 2010 166

Presentation of the resolutions 167

Draft resolutions 170

Statutory Auditors" Special Report

on the allocation of free existing or future shares to employees of the Company and/or employees and Corporate Officers of the Companies of the Group 177

Statutory Auditors" Special Report

on the issue of share warrants in the event of a public offer on the Company"s shares 178

Statutory Auditors" Special Report on share

capital increases through the issue of shares or securities granting access to the share capital with cancellation of preferential subscription rights reserved for members of employee saving plans 179

ABOUT THE COMPANY AND ITS SHARE CAPITAL 181

Information about Pernod Ricard 182

Information about share capital 187

ADDITIONAL INFORMATION TO THE REFERENCE DOCUMENT 203

Persons responsible 204

Documents available to the public 204

Table of compliance 205

1 2 6 7 8 3 4 5

1REFERENCE DOCUMENT 2009/2010 PERNOD RICARD

REFERENCE DOCUMENT 2009/2010

This reference document was filed with the French Financial Markets Authority on 29 September 2010, in accordance

with Article 212-13 of its General Regulation. It may be used in support of a financial transaction if it is supplemented by a

prospectus approved by the French Financial Markets Authority.

2REFERENCE DOCUMENT 2009/2010 PERNOD RICARD

3REFERENCE DOCUMENT 2009/2010 PERNOD RICARD

SOMMAIRE

Operation and strategy 8

Main businesses 8

Key markets (4 large geographical areas) 9

Competitive position 10

Company"s dependence on patents, licences

and industrial agreements 10

Property, plant and equipment 10

Environmental management 13

Research and Development 23

History and organisation 4

More than 30 years of continued growth 4

Highlights of the financial year 2009/2010 5

A decentralised business model 6

PRESENTATION OF THE PERNOD RICARD GROUP

1

4REFERENCE DOCUMENT 2009/2010 PERNOD RICARD

PRESENTATION OF THE PERNOD RICARD GROUP

1

More than 30 years of continued growth

Creation of Pernod Ricard (hereinafter referred to as "Pernod Ricard" or "the Group") and first international acquisitions

Pernod Ricard was born in 1975 out of the link-up of two drinks specialists, Pernod SA and Ricard SA, long-time competitors on the French aniseed market. The Group they formed was able to take advantage of new resources to develop its Market Companies and its brand portfolio (Ricard, Pernod, Pastis 51, Suze, Dubonnet, etc.) in

France and other countries.

For its initial acquisitions, Pernod Ricard gave priority to whisky, one of the most consumed spirits in the world, and the United States, the world"s biggest market for the Wine & Spirits sector. This led to the newly created Group acquiring Campbell Distillers, a Scotch whisky producer in 1975, followed by Austin Nichols, the producer of Wild

Turkey American bourbon whiskey in 1981.

Laying the foundations of the worldwide network

The Group continued its growth outside France with the start-up of operations in Asia, and more importantly, the creation of an extensive, dense Market Company in Europe. Over a period of ten years, the Group extended its coverage to all the countries of the 15-member European Union, establishing a strong brand presence: Pernod in the United Kingdom and Germany and Ricard in Spain and Belgium. A number of local acquisitions also helped to enhance the network"s portfolio (Ouzo Mini in Greece, Pacharan Zoco in Spain, etc.). 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 structure in Italy. In 1988, the Group took over Irish Distillers, the main Irish whiskey producer and owner of the prestigious Jameson, Bushmills, Paddy and Powers brands. Jameson provided the Group with a high- potential brand to develop : thus, b etween the acquisition in 1988 and 2009, the brand has delivered average annual growth in sales volumes of nearly 10%, rising from 0.4 million to 2.7 million cases. In 1989, the Group extended its network to Australia by purchasing Orlando Wines, Australia"s No. 2 wine producer. The company went on to form the Orlando Wyndham group with Wyndham Estate, in 1990. Jacob"s Creek has become the most exported Australian wine brand, and a market leader in the United Kingdom, New Zealand, Ireland,

Scandinavia and Asia.

Pernod Ricard and the Cuban company Cuba Ron created Havana Club International in 1993. This joint venture markets and sells Havana Club rum, which has since been one of the fastest growing brands of spirits in the world.

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 company producing Larios at the time merged with Pernod Ricard"s local distributor, PRACSA, which had been well-established in Spain since 1978. Pernod Ricard thereby acquired a prominent position in Spain, one of the world"s biggest markets, allowing it to distribute both its international products and local brands such as Palacio de la

Vega wines and Pacharan Zoco .

Following all these acquisitions, the Group embarked on a reorganisation, aimed primarily at decentralising its activities. First of all, Pernod Ricard implemented the regionalisation of its structure by creating 4 direct subsidiaries each responsible for one continent. The Group"s structure is organised around Distribution Subsidiaries (with their own sales activities in local markets) and "Brand Companies " (charged with overseeing production and global brand strategy). The latter mainly distribute via the Group"s subsidiaries and do not generally have their own sales force or have a very limited sales force. In this way, Pernod Ricard was able to ensure global coherence of its portfolio of brands, while adapting its strategy to local market specificities. The Group acquired Viuda de Romero tequila in Mexico at the end of 1999.
Over the period from 1999 to 2001, the Group consolidated its positions in Eastern Europe through the acquisition of Yerevan Brandy Company (the Ararat brand of Armenian brandies), Wyborowa (Polish vodka) and Jan Becher (Czech bitter). With Ararat to boost the Tamada and Old Tbilisi Georgian wines, the Group was able to build a position in Russia where most of this brand"s sales are made, while the Group"s sales capacity provided Wyborowa with a platform for international development.

Refocusing the business strategy

At the dawn of the new century, the Group doubled its size in the Wines & Spirits segment via the joint purchase with Diageo of Seagram"s Wines and Spirits business. Pernod Ricard acquired

39.1% of these business activities for an investment of $3.15 billion.

This made the Group one of the top three global Wines & Spirits operators and consolidated its position in the Americas and Asia, while remaining the leader in Europe. 2002 also saw the successful integration of 3,500 Seagram employees. This helped the Group to hold key positions with regard to strong brands in the whisky sector , such as Chivas Regal and The Glenlivet, a high quality cognac brand with Martell and, in the white spirits segment, Seagram"s Gin. It also had leading local brands such as

Montilla in Brazil or Royal Stag in India.

As a result of this major acquisition, the Group decided to refocus on its core business, and started to withdraw from the non-alcoholic food and beverage segment: between 2001 and 2002, the Group sold 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.

History and organisation

5REFERENCE DOCUMENT 2009/2010 PERNOD RICARD

PRESENTATION OF THE PERNOD RICARD GROUP

1

History and organisation

2003 saw the Group re-enter the CAC 40 stock market index in Paris,

thanks to the success of the Seagram acquisition and the Group"s new strategic focus. In 2004, the sales of its non-alcoholic products businesses had dropped to just 2% of Pernod Ricard"s consolidated net sales, a clear signal of its intention to focus on only one business. In July 2005, Pernod Ricard acquired Allied Domecq in conjunction with Fortune Brands for €10.7 billion. The aim of this acquisition was to enable the Group to strengthen its presence in high-growth potential markets (North America in particular) and to round out its portfolio by adding a number of new white spirits and liqueurs. Pernod Ricard financed its €6.6 billion investment by issuing shares and securities for €2 billion and via a €4.6 billion cash payment.

2005/2006 and 2006/2007 were marked by the complete success of

Allied Domecq"s integration and the continued strong growth of the

Group"s historical brands.

Pernod Ricard then decided to dispose of the non-core activities acquired through the purchase of Allied Domecq, mainly Dunkin" Brands Inc. and the interest in Britvic Plc. Similarly, The Old Bushmills Distillery and the Bushmills brands were sold to Diageo, Glen Grant and Old Smuggler to Campari and Larios to Fortune Brands. These disposals allowed the Group to accelerate its debt reduction. Furthermore, Pernod Ricard signed an agreement with SPI Group for the distribution of the Stolichnaya brand and gradually implemented new global marketing strategies on all the brands gained from the acquisition of Allied Domecq such as: Ballantine"s, Beefeater, Malibu,

Kahlúa, Mumm and Perrier-Jouët.

Despite the global economic and financial crisis spurred by the subprime debacle in the United States early in the year, 2007/2008 was an outstanding year for Pernod Ricard, with continued business growth in regions, further upturn in earnings and margins and ongoing improvement in debt ratios. In addition to this strong financial and commercial performance,

2007/2008 will remain marked by the preparation for the acquisition

of the Vin&Sprit group, owner of ABSOLUT P remium vodka, the worldquotesdbs_dbs32.pdfusesText_38

[PDF] Généralités. Pétrole intervient dans la composition de nombreux produits (rouge à lèvres, plastique, goudron, médicaments, chewing-gum).

[PDF] ORIENTATION VERS UN ÉTABLISSEMENT OU UN SERVICE SOCIAL OU MÉDICO-SOCIAL POUR PERSONNES HANDICAPEES (ADULTES)

[PDF] 13 profils pour répondre à vos besoins

[PDF] DOSSIER D INSCRIPTION BPJEPS

[PDF] RÉPARTITION DES FONCTIONS ET MODALITÉS DE FONCTIONNEMENT ET DE FINANCEMENT DES COMITÉS RÉGIONAUX ET DU COMITÉ CENTRAL DE PARENTS CODE: CS-12

[PDF] Associations - Collectivités - Habitants Construire ensemble un projet citoyen d énergies renouvelables

[PDF] Guide de bienvenue. Le 1 er site de brunchs à thème entre particuliers

[PDF] DEVELOPPER ET APPROFONDIR LA CULTURE SECURITE DES SALARIES DANS L INDUSTRIE - 6 jours -

[PDF] DOSSIER STATISTIQUE BILAN 2012

[PDF] aroline MASCRET Mission Juridique Pôle «Actes et Produits de Santé» Haute Autorité de Santé

[PDF] Direction des Relations et Des Ressources Humaines Direction des Personnels Enseignants DPE GUIDE DU TZR

[PDF] Votre espace adhérent Mutualia

[PDF] Suivant la convention régionale portant création ou renouvellement d un centre de formation d apprentis pour la période 2011 2015 :

[PDF] CONDITIONS GENERALES DE VENTE AUX PARTICULIERS

[PDF] Élections 2016 aux instances de l Institut d études politiques de Paris et de la Fondation nationale des sciences politiques Méthodologie