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Legrand: Unaudited Consolidated Financial Statements as of September 30, 2022

LIMOGES, France–()–Regulatory News:

Legrand (Paris:LR):

Consolidated statement of income

2

Consolidated statement of comprehensive income

2

Consolidated balance sheet

3

Consolidated statement of cash flows

5

Notes to the consolidated financial statements

6

Consolidated statement of income

9 months ended

(in € millions)

September 30, 2022

September 30, 2021

Net sales

6,153.7

5,168.7

Operating expenses

Cost of sales

(3,109.6)

(2,507.0)

Administrative and selling expenses

(1,513.4)

(1,296.7)

Research and development costs

(261.0)

(238.3)

Other operating income (expenses)

(105.0)

(85.0)

Operating profit

1,164.7

1,041.7

Financial expenses

(63.6)

(67.9)

Financial income

9.3

5.3

Exchange gains (losses)

2.0

(1.8)

Financial profit (loss)

(52.3)

(64.4)

Profit before tax

1,112.4

977.3

Income tax expense

(300.4)

(278.5)

Share of profits (losses) of equity-accounted entities

0.0

0.0

Profit for the period

812.0

698.8

Of which:

– Net profit attributable to the Group

811.7

699.0

– Minority interests

0.3

(0.2)

Basic earnings per share (euros)

3.045

2.618

Diluted earnings per share (euros)

3.024

2.600

Consolidated statement of comprehensive income

9 months ended

(in € millions)

September 30, 2022

September 30, 2021

Profit for the period

812.0

698.8

Items that may be reclassified subsequently to profit or loss

Translation reserves

763.0

252.3

Cash flow hedges

58.5

0.0

Income tax relating to components of other comprehensive income

11.4

6.1

Items that will not be reclassified to profit or loss

Actuarial gains and losses after deferred taxes

17.9

11.6

Other

0.0

0.0

Comprehensive income for the period

1,662.8

968.8

Of which:

– Comprehensive income attributable to the Group

1,662.2

968.9

– Minority interests

0.6

(0.1)

Consolidated balance sheet

(in € millions)

September 30, 2022

December 31, 2021

Non-current assets

Intangible assets

2,568.0

2,485.3

Goodwill

5,950.8

5,241.2

Property, plant and equipment

740.5

719.2

Right-of-use assets

282.5

268.4

Other investments

1.6

2.4

Other non-current assets

60.8

62.6

Deferred tax assets

147.6

116.3

TOTAL NON CURRENT ASSETS

9,751.8

8,895.4

Current assets

Inventories (Note 4)

1,550.0

1,252.7

Trade receivables (Note 5)

1,032.4

728.5

Income tax receivables

138.7

115.1

Other current assets

275.6

240.4

Other current financial assets

65.2

6.4

Cash and cash equivalents

2,223.7

2,788.3

TOTAL CURRENT ASSETS

5,285.6

5,131.4

TOTAL ASSETS

15,037.4

14,026.8

(in € millions)

September 30, 2022

December 31, 2021

Equity

Share capital (Note 6)

1,067.3

1,069.8

Retained earnings

5,710.0

5,268.5

Translation reserves

140.9

(621.8)

Equity attributable to equity holders of Legrand

6,918.2

5,716.5

Minority interests

6.9

3.8

TOTAL EQUITY

6,925.1

5,720.3

Non-current liabilities

Long-term provisions

224.8

196.6

Provisions for post-employment benefits

139.3

170.7

Long-term borrowings (Note 7)

4,467.6

4,485.9

Deferred tax liabilities

962.2

866.5

TOTAL NON-CURRENT LIABILITES

5,793.9

5,719.7

Current liabilities

Trade payables

878.1

810.5

Income tax payables

77.2

39.6

Short-term provisions

128.1

135.8

Other current liabilities

818.3

774.3

Short-term borrowings (Note 7)

416.1

826.6

Other current financial liabilities

0.6

0.0

TOTAL CURRENT LIABILITIES

2,318.4

2,586.8

TOTAL EQUITY AND LIABILITIES

15,037.4

14,026.8

Consolidated statement of cash flows

9 months ended

(in € millions)

September 30, 2022

September 30, 2021

Profit for the period

812.0

698.8

Adjustments for non-cash movements in assets and liabilities:

– Depreciation and impairment of tangible assets (Note 2.3)

93.3

82.6

– Amortization and impairment of intangible assets (Note 2.3)

79.1

69.2

– Amortization and impairment of capitalized development costs (Note 2.3)

20.2

20.6

– Amortization and impairment of right-of-use assets (Note 3.4)

54.4

50.4

– Amortization of financial expenses

2.7

2.7

– Impairment of goodwill (Note 3.2)

0.0

0.0

– Changes in long-term deferred taxes

45.9

65.6

– Changes in other non-current assets and liabilities (Notes 4.4 and 4.5)

46.6

25.5

– Unrealized exchange (gains)/losses

2.4

3.3

– Share of (profits) losses of equity-accounted entities

0.0

0.0

– Other adjustments

(0.9)

(0.1)

– Net (gains)/losses on sales of assets

0.1

(2.3)

Changes in working capital requirement:

– Inventories (Note 3.5)

(196.6)

(250.1)

– Trade receivables (Note 3.6)

(229.5)

(79.5)

– Trade payables

24.0

151.0

– Other operating assets and liabilities (Notes 3.7 and 4.8)

(36.4)

19.9

Net cash from operating activities

717.3

857.6

– Net proceeds from sales of fixed and financial assets

2.4

8.8

– Capital expenditure (Notes 3.1 and 3.3)

(82.1)

(67.7)

– Capitalized development costs

(20.7)

(24.4)

– Changes in non-current financial assets and liabilities

1.5

(9.0)

– Acquisitions of subsidiaries, net of cash acquired (Note 1.3.2)

(233.2)

(95.8)

Net cash from investing activities

(332.1)

(188.1)

– Proceeds from issues of share capital and premium (Note 4.1.1)

0.0

0.0

– Net sales / (buybacks) of treasury shares and transactions under the liquidity contract (Note 4.1.2)

(45.9)

(96.0)

– Dividends paid to equity holders of Legrand (Note 4.1.3)

(439.3)

(377.9)

– Dividends paid by Legrand subsidiaries

0.0

0.0

– Proceeds from long-term financing (Note 4.6)

100.0

207.9

– Repayment of long-term financing* (Note 4.6)

(474.7)

(55.4)

– Debt issuance costs

0.0

0.0

– Increase / (reduction) in short-term financing (Note 4.6)

(176.2)

(490.4)

– Acquisitions of ownership interests with no gain of control (Note 1.3.2)

0.0

0.0

Net cash from financing activities

(1,036.1)

(811.8)

Translation net change in cash and cash equivalents

86.3

20.6

Increase / (decrease) in cash and cash equivalents

(564.6)

(121.7)

Cash and cash equivalents at the beginning of the period

2,788.3

2,791.7

Cash and cash equivalents at the end of the period (Note 3.8)

2,223.7

2,670.0

Items included in cash flows:

– Interest paid during the period**

69.2

68.8

– Income taxes paid during the period

226.9

194.9

* Of which €54.7 million corresponding to lease financial liabilities repayment for the 9 months ended September 30, 2022 (€50.2 million for the 9 months ended September 30, 2021).

** Interest paid is included in the net cash from operating activities; of which €5.3 million interests on lease financial liabilities for the 9 months ended September 30, 2022 (€5.2 million for the 9 months ended September 30, 2021).

Notes to the consolidated financial statements

Key figures 7

Note 1 – INTRODUCTION 8

Note 2 – Significant transactions and events for the period 8

Note 3 – Changes in the scope of consolidation 8

Note 4 – Inventories 9

Note 5 – Trade receivables 9

Note 6 – SHARE CAPITAL 10

Note 7 – LONG-TERM AND SHORT-TERM BORROWINGS 10

Note 8 – segment information 12

Note 9 – SUBSEQUENT EVENTS 13

Key figures

(in € millions)

9 months 2022

9 months 2021

Net sales

6,153.7

5,168.7

Adjusted operating profit

1,240.3

1,106.7

As % of net sales

20.2%

21.4%

20.4 % before acquisitions

⁽¹⁾

Operating profit

1,164.7

1,041.7

As % of net sales

18.9%

20.2%

Net profit attributable to the Group

811.7

699.0

As % of net sales

13.2%

13.5%

Normalized free cash flow

1,000.0

858.9

As % of net sales

16.3%

16.6%

Free cash flow

616.9

774.3

As % of net sales

10.0%

15.0%

Net financial debt at September 30

2,660.0

2,456.0

(1) At 2021 scope of consolidation.

Adjusted operating profit is defined as operating profit adjusted for amortization and depreciation of revaluation of assets at the time of acquisitions and for other P&L impacts relating to acquisitions and, where applicable, for impairment of goodwill.

Normalized free cash flow is defined as the sum of net cash from operating activities – based on a working capital requirement representing 10% of the last 12 months’ sales and whose change at constant scope of consolidation and exchange rates is adjusted for the period considered – and net proceeds of sales from fixed and financial assets, less capital expenditure and capitalized development costs.

Free cash flow is defined as the sum of net cash from operating activities and net proceeds from sales of fixed and financial assets, less capital expenditure and capitalized development costs.

Net financial debt is defined as the sum of short-term borrowings and long-term borrowings, less cash and cash equivalents and marketable securities.

The reconciliation of consolidated key figures with the financial statements is available in the appendices to the first nine months 2022 results press release.

Note 1 – INTRODUCTION

This unaudited consolidated financial information is presented for the nine months ended

September 30, 2022. It should be read in conjunction with consolidated financial statements for the year ended December 31, 2021 such as established in the Registration Document deposited under visa no D.22-0245 with the French Financial Markets Authority (AMF) on April 06, 2022.

All the amounts are presented in millions of euros unless otherwise indicated. Some totals may include rounding differences.

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations adopted by the European Union and applicable or authorized for early adoption from January 1, 2022.

None of the IFRS standards issued by the International Accounting Standards Board (IASB) that have not been adopted for use in the European Union are applicable to the Group.

Note 2 – Significant transactions and events for the period

Legrand’s activities in Russia and Ukraine accounted for around 2% of sales for full-year 2021.

As of December 31, 2021, the value of the Group’s assets in Russia excluding translation reserves, represented approximately 1% of the Group’s total assets.

Note 3 – Changes in the scope of consolidation

The contributions to the Group’s consolidated financial statements of companies acquired since the end of 2020 were as follows:

2021

March 31

June 30

September 30

December 31

Full consolidation method

Champion One

Balance sheet only

6 months’ profit

9 months’ profit

12 months’ profit

Compose

Balance sheet only

6 months’ profit

9 months’ profit

12 months’ profit

Ecotap

Balance sheet only

6 months’ profit

Ensto Building Systems

2 months’ profit

Geiger

Balance sheet only

2022

March 31

June 30

September 30

Full consolidation method

Champion One

3 months’ profit

6 months’ profit

9 months’ profit

Compose

3 months’ profit

6 months’ profit

9 months’ profit

Ecotap

3 months’ profit

6 months’ profit

9 months’ profit

Ensto Building Systems

3 months’ profit

6 months’ profit

9 months’ profit

Geiger

Balance sheet only

6 months’ profit

9 months’ profit

Emos

Balance sheet only

Balance sheet only

Balance sheet only

Usystems

Balance sheet only

Balance sheet only

A.H.Meyer

Balance sheet only

Power Control

Balance sheet only

Voltadis

Balance sheet only

During the first nine months of 2022, the Group acquired:

  • Emos, the leader in Central and Eastern Europe in electrical installation components. Based in the Czech Republic, Emos has annual sales of around €85 million;
  • Usystems, a specialist in datacenter solutions. Usystems’ portfolio of cooling solutions and racks helps its clients reduce their datacenter energy bills and therefore their carbon footprint. Founded in 2003 and based in Bedford in the United Kingdom, the company has some 70 employees and recorded annual sales of around €11 million, including 50% stemming in the United States;
  • A. & H. Meyer, Germany’s leading player in “power in furniture” connectivity solutions for commercial buildings. Based in Dörentrup (Germany), A. & H. Meyer has nearly 200 employees and annual sales of over €20 million;
  • Power Control, a British specialist in UPS systems (equipment, services and maintenance). Based in Sheffield (United Kingdom), the company has annual sales of around €15 million and a workforce of over 70;
  • Voltadis, a French player in datacenter services. From design to commissioning, including equipment supply and installation, Voltadis offers comprehensive support in defining tailored electrical power supply systems for datacenters’ grey rooms. Based in Cournon d’Auvergne, France, the company has some 20 employees and annual sales of around €13 million.

Note 4 – Inventories

Inventories are as follows:

(in € millions)

September 30, 2022

December 31, 2021

Purchased raw materials and components

678.6

529.3

Sub-assemblies, work in progress

156.8

145.7

Finished products

907.7

727.4

Gross value at the end of the period

1,743.1

1,402.4

Impairment

(193.1)

(149.7)

NET VALUE AT THE END OF THE PERIOD

1,550.0

1,252.7

Note 5 – Trade receivables

Trade receivables are as follows:

(in € millions)

September 30, 2022

December 31, 2021

Trade receivables

1,132.8

826.6

Impairment

(100.4)

(98.1)

NET VALUE AT THE END OF THE PERIOD

1,032.4

728.5

Note 6 – SHARE CAPITAL

Share capital as of September 30, 2022 amounted to €1,067,270,984 represented by 266,817,746 ordinary shares with a par value of €4 each, for 266,817,746 theoretical voting rights and 266,651,033 exercisable voting rights (after subtracting shares held in treasury by the Group as of this date).

Changes in share capital in the first nine months of 2022 were as follows:

Number of shares

Par value

Share capital (euros)

Premiums (euros)

As of December 31, 2021

267,447,746

4

1,069,790,984

539,064,770

Cancellation of shares

(630,000)

4

(2,520,000)

(47,307,842)

As of September 30, 2022

266,817,746

4

1,067,270,984

491,756,928

As of September 30, 2022, the Group held 166,713 shares in treasury, versus 678,176 shares as of December 31,2021, i.e 511,463 fewer shares corresponding to:

  • the net acquisition of 450,000 shares outside of the liquidity contract at a cost of €38.1 million ;
  • the transfer of 426,945 shares to employees under performance share plans;
  • the cancellation of 630,000 shares;
  • the net purchase of 95,482 shares under the liquidity contract that led to a cash outflow of €7.8 million.

As of September 30, 2022, among the 166,713 shares held in treasury by the Group, 38,285 shares have been allocated for performance share plans, and 128,428 shares are held under the liquidity contract.

Note 7 – LONG-TERM AND SHORT-TERM BORROWINGS

7.1 LONG-TERM BORROWINGS

Long-term borrowings can be analyzed as follows:

(in € millions)

September 30, 2022

December 31, 2021

Negotiable commercial paper

165.0

220.0

Bonds

3,700.0

3,700.0

Yankee bonds

330.4

304.1

Lease financial liabilities

223.5

217.0

Other borrowings

65.4

64.1

Long-term borrowings excluding debt issuance costs

4,484.3

4,505.2

Debt issuance costs

(16.7)

(19.3)

TOTAL

4,467.6

4,485.9

7.2 SHORT-TERM BORROWINGS

Short-term borrowings can be analyzed as follows:

(in € millions)

September 30, 2022

December 31, 2021

Negotiable commercial paper

305.0

320.0

Bonds

0.0

400.0

Lease financial liabilities

71.1

62.2

Other borrowings

40.0

44.4

TOTAL

416.1

826.6

7.3 CHANGES IN LONG-TERM AND SHORT-TERM BORROWINGS

Changes in long-term and short-term borrowings can be analyzed as follows:

Variations not impacting cash flows

(in € millions)

September 30, 2022

Cash

flows

Acquisitions

Reclassifications

Translation adjustments

Other

December 31, 2021

Long-term borrowings

4,467.6

89.5

0.9

(222.3)

65.0

48.6

4,485.9

Short-term borrowings

416.1

(640.3)

0.2

222.3

7.8

(0.5)

826.6

Gross financial debt

4,883.7

(550.8)

1.1

0.0

72.8

48.1

5,312.5

Note 8 – SEGMENT INFORMATION

In accordance with IFRS 8, operating segments are determined based on the reporting made available to the chief operating decision maker of the Group and to the Group’s management.

Given that Legrand activities are carried out locally, the Group is organized for management purposes by countries or groups of countries which have been allocated for internal reporting purposes into three operating segments:

  • Europe, including France, Italy and Rest of Europe (mainly including Benelux, Germany, Iberia (including Portugal and Spain), Poland, Russia, Turkey, and the United Kingdom);
  • North and Central America, including Canada, Mexico, the United States, and Central American countries; and
  • Rest of the world, mainly including Australia, China, India and South America (of which particularly Brazil, Chile and Colombia).

These three operating segments are under the responsibility of three segment managers who are directly accountable to the chief operating decision maker of the Group.

The economic models of subsidiaries within these segments are quite similar. Indeed, their sales are made up of electrical and digital building infrastructure products in particular to electrical installers, sold mainly through third-party distributors.

9 months ended September 30, 2022

(in € millions)

Europe

North and Central America

Rest of the world

Total

Net sales to third parties

2,561.2

⁽¹⁾

2,537.4

⁽²⁾

1,055.1

6,153.7

Cost of sales

(1,205.1)

(1,306.0)

(598.5)

(3,109.6)

Administrative and selling expenses, R&D costs

(753.0)

(777.5)

(243.9)

(1,774.4)

Other operating income (expenses)

(70.7)

(23.8)

(10.5)

(105.0)

Operating profit

532.4

430.1

202.2

1,164.7

– of which acquisition-related amortization,

expenses and income

· accounted for in administrative and

selling expenses, R&D costs

(13.7)

(57.5)

(4.4)

(75.6)

· accounted for in other operating income

(expenses)

0.0

– of which goodwill impairment

0.0

Adjusted operating profit

546.1

487.6

206.6

1,240.3

– of which depreciation and impairment of tangible assets

(54.4)

(20.1)

(18.5)

(93.0)

– of which amortization and impairment of intangible assets

(5.4)

(1.8)

(0.9)

(8.1)

– of which amortization and impairment of development costs

(19.4)

0.0

(0.8)

(20.2)

– of which amortization and impairment of right-of-use assets

(20.0)

(18.5)

(15.9)

(54.4)

– of which restructuring costs

(16.1)

(5.2)

(4.6)

(25.9)

Capital expenditure

(52.6)

(15.9)

(13.6)

(82.1)

Capitalized development costs

(19.7)

0.0

(1.0)

(20.7)

Net tangible assets

444.0

165.1

131.4

740.5

Total current assets

2,874.4

1,414.5

996.7

5,285.6

Total current liabilities

1,292.6

547.5

478.2

2,318.3

(1) Of which France: €933.6 million.

(2) Of which United States: €2,349.5 million.

9 months ended September 30, 2021

(in € millions)

Europe

North and Central America

Rest of the world

Total

Net sales to third parties

2,208.8

⁽¹⁾

2,044.3

⁽²⁾

915.6

5,168.7

Cost of sales

(972.9)

(1,003.2)

(530.9)

(2,507.0)

Administrative and selling expenses, R&D costs

(661.2)

(658.6)

(215.2)

(1,535.0)

Other operating income (expenses)

(38.3)

(34.3)

(12.4)

(85.0)

Operating profit

536.4

348.2

157.1

1,041.7

– of which acquisition-related amortization,

expenses and income

· accounted for in administrative and

selling expenses, R&D costs

(11.1)

(49.8)

(4.1)

(65.0)

· accounted for in other operating income

(expenses)

0.0

– of which goodwill impairment

0.0

Adjusted operating profit

547.5

398.0

161.2

1,106.7

– of which depreciation and impairment of tangible assets

(47.4)

(18.7)

(16.2)

(82.3)

– of which amortization and impairment of intangible assets

(5.6)

(1.9)

(0.7)

(8.2)

– of which amortization and impairment of development costs

(19.9)

0.0

(0.7)

(20.6)

– of which amortization and impairment of right-of-use assets

(19.6)

(16.6)

(14.2)

(50.4)

– of which restructuring costs

(9.8)

(6.8)

1.8

(14.8)

Capital expenditure

(44.0)

(11.8)

(12.0)

(67.8)

Capitalized development costs

(23.3)

0.0

(1.0)

(24.3)

Net tangible assets

417.9

140.8

115.2

673.9

Total current assets

3,172.4

878.6

851.0

4,902.0

Total current liabilities

2,044.7

479.5

454.2

2,978.4

(1) Of which France: €884.7 million.

(2) Of which United States: €1,894.2 million.

Note 9 – SUBSEQUENT EVENTS

As part of the investigation of the derogation mechanism on the French market, one of Legrand’s French entities has been indicted and ordered to provide security in the amount of €80.5 million.

Neither this indictment nor the ordering of this security mean that Legrand will ultimately be found guilty of any wrongdoing.

Legrand rejects that these proceedings have any merit and intends to vigorously demonstrate that its trade policy is in full compliance with the applicable law.

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