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Legrand

Management Reports Jul 29, 2022

1478_ir_2022-07-29_84293335-8aad-4390-9481-149320905413.pdf

Management Reports

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CONTENTS

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HALF-YEAR MANAGEMENT REPORT FOR THE SIX MONTHS ENDED JUNE 30, 2022 3

1.1 - Preliminary disclaimer 4
1.2 - Overview 4
1.3 - Recent events 4
1.4 - Comparison of first-half results for 2021 and 2022 6
1.5 - Cash flows and indebtedness 12
1.6 - Risks and uncertainties 13
1.7 - Trends and prospects 13

CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022 14

2.1 - Consolidated financial statements in accordance with IFRS as of June 30, 2022 15

STATUTORY AUDITORS'REPORT 58 IDENTITY OF PERSONS RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT AND AUDITING THE FINANCIAL STATEMENTS 62 4.1 - Person responsible for the half-year financial report 63 4.2 - Statutory Auditors 64 4.3 - Financial disclosure policy 65 3 4

HALF-YEAR MANAGEMENT REPORT FOR THE SIX MONTHS ENDED JUNE 30, 2022

1.1 - PRELIMINARY DISCLAIMER 4
1.2 - OVERVIEW 4
1.3 - RECENT EVENTS 4
1.4 - COMPARISON OF FIRST-HALF RESULTS FOR 2021 AND 2022 6
1.4.1 - Net sales 7
1.4.2 - Cost of sales 8
1.4.3 - Administrative and selling expenses 9
1.4.4 - Research and development costs 9
1.4.5 - Other operating income and expenses 9
1.4.6 - Operating profit 10
1.4.7 - Adjusted operating profit 10
1.4.8 - Net financial expenses 10
1.4.9 - Exchange gains and losses 11
1.4.10 - Income tax expense 11
1.4.11 - Net profit attributable to the Group 11
1.5 - CASH FLOWS AND INDEBTEDNESS 12
1.5.1 - Cash flows 12
1.5.2 - Debt 13
1.6 - RISKS AND UNCERTAINTIES 13
1.7 - TRENDS AND PROSPECTS 13

1.1 - PRELIMINARY DISCLAIMER

The following review of Legrand's financial position and the results of operations should be read in conjunction with the consolidated financial statements and the related notes for the six-month period ended June 30, 2022 as set out in chapter 2 of this half-yearly financial report, and any other information included in the Universal Registration Document filed with the French Autorité des marchés financiers (AMF) on April 6, 2022, under number D. 22-0245. The Company's financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) and the

1.2 - OVERVIEW

Legrand is the global specialist in electrical and digital building infrastructure. Its full range of products and systems suitable for the international commercial, industrial, and residential segments of the low-voltage market makes Legrand a benchmark for customers worldwide. The Group markets its products under internationally recognized general brand names, including Legrand and Bticino, as well as under well-known local and specialist brands. Legrand, which is close to its markets and focuses on its customers, has commercial and industrial operations in nearly 90 countries.

Legrand generated sales of €6,994.2 million in 2021, of which more than 82% was generated outside France, and recorded an adjusted operating margin of 20.5% of sales.

Legrand's financial position and results of operations are reported on the basis of three operating segments that correspond to the regions of origin of invoicing. Information concerning the results of operations and financial positions for each of these three operating segments is presented for the first six months of 2022 and 2021 in Note 2.1 to the consolidated financial statements set out in chapter 2 of this half-yearly financial report. These three operating segments— under the responsibility of three segment managers who are directly accountable to the Group's chief operating decision-maker— are:

1.3 - RECENT EVENTS

Strong growth in sales and very solid results

Over the first six months of the year, Legrand reported good results characterized by sustained growth and high profitability.

Sales, which totaled over €4 billion, grew by +18.5%, buoyed by sustained organic growth (+10.9%). Our adjusted operating margin stood at 20.5% of sales, confirming healthy resistance despite a particularly unstable and inflationary environment. Net profit grew by +13.9%.

IFRS Interpretations Committee's guidance as adopted by the European Union. This review also includes forwardlooking statements based on assumptions about the company's future business. Actual results could differ materially from those contained in these forward-looking statements.

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Percentages may be calculated on non-rounded figures and therefore may vary from percentages calculated on rounded figures.

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

Since local market conditions are the determining factors in business performance and net sales by zone, consolidated financial information for multi-country zones does not accurately reflect financial performance in each national market.

Furthermore, products may be manufactured and sold locally or imported from or exported to another Group entity. These factors may make it difficult to compare results for different operating segments. Consequently, with the exception of information relating to net sales, the discussion of results below focuses primarily on consolidated results, with reference to national markets where these have a material impact on consolidated accounts.

In an increasingly uncertain economy, our Group is laying the groundwork to:

■ first, seize any growth opportunities that arise by leveraging the quality of our positioning in segments structurally driven by digitalization and energy savings (these include datacenters, energy efficiency solutions and connected products); by continuing to invest in innovation; and by pursuing our bolt-on acquisitions policy;

■ second, limit the impact of an economic slowdown on our performance, thanks in particular to an ongoing optimization of our cost base, our intact pricing power, and teams that are quick to respond and fully in tune with their markets.

Consolidated sales

In the first half of 2022, sales rose a total of +18.5% from the same period of 2021, reaching €4,092 million.

Organic growth in sales was +10.9% over the period, including +10.0% in mature countries and +13.6% in new economies. This trend reflects many commercial successes, Legrand's pricing power, and a still very active management of the supply chain, which remained under strong pressure in the second quarter, particularly for electronic components.

The impact of the broader scope of consolidation was +2.4%. Based on acquisitions completed and their likely dates of consolidation, this impact should be around +3% for the full year.

The exchange-rate effect on sales in the first half of 2022 was +4.4%. Based on the monthly average exchange rates of June 2022 alone, the full-year exchange-rate effect on sales should be close to +4.5% in 2022.

Adjusted operating profit and margin

Adjusted operating profit for the first half of 2022 was €838 million, up +10.0% from the first half of 2021. Adjusted operating margin thus stood at 20.5% of sales for the period.

Before acquisitions (at 2021 scope of consolidation), adjusted operating margin reached 20.8% of sales in the first half of 2022, down -1.2 points compared with the first half of 2021.

In a lasting strongly inflationary environment (including a rise of around +17% for raw material and components in the first half of the year), persistently high profitability reflects the Group's efficient management of both expenses and sales pricing.

Net profit attributable to the Group

Net profit attributable to the Group rose +13.9% from the same period of 2021 to total €548 million. This €67 million increase results primarily from:

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  • a rise in operating profit (+€73 million);
  • a favourable trend (+€5 million) in financial and foreign-exchange results; and
  • a rise in corporate income tax (-€11 million).

Cash generation and balance sheet structure

Cash flow from operations stood at €787 million, i.e., 19.2% of first-half 2022 sales, down -1.0 point from the first half of 2021.

Representing 16.8% of sales in the first six months of the year, i.e., €688 million, normalized free cash flow grew +19.2% from the first half of 2021.

Free cash flow was equal to 7.8% of sales for the period, including continued strengthened coverage of inventories to serve Group customers best.

The ratio of net debt to EBITDA1 was 1.6 at June 30, 2022.

Acquisitions

During the first six 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 ; and
  • 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% in the United States.

1 Based on EBITDA for the past 12 months.

1.4 - COMPARISON OF FIRST-HALF RESULTS FOR 2021 AND 2022

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6 months ended
(in € millions) June 30, 2022 June 30, 2021
Net sales 4,092.4 3,453.4
Operating expenses
Cost of sales (2,059.4) (1,645.7)
Administrative and selling expenses (998.1) (869.5)
Research and development costs (175.3) (163.2)
Other operating income (expenses) (70.2) (58.8)
Operating profit 789.4 716.2
Financial expenses (43.8) (45.7)
Financial income 5.1 3.3
Exchange gains (losses) 0.6 (0.9)
Financial profit (loss) (38.1) (43.3)
Profit before tax 751.3 672.9
Income tax expense (202.9) (191.7)
Share of profits (losses) of equity-accounted entities 0.0 0.0
Profit for the period 548.4 481.2
Of which:
- Net profit attributable to the Group 548.1 481.3
- Minority interests 0.3 (0.1)

The table below shows the calculation of adjusted operating income (defined as operating income 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), and maintainable adjusted operating income (i.e., excluding restructuring charges) for the periods under review:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Profit for the period 548.4 481.2
Share of profits (losses) of equity-accounted entities 0.0 0.0
Income tax expense 202.9 191.7
Exchange (gains) losses (0.6) 0.9
Financial income (5.1) (3.3)
Financial expenses 43.8 45.7
Operating profit 789.4 716.2
Acquisition-related amortization,depreciation, expenses and income 48.4 45.2
Goodwill impairment 0.0 0.0
Adjusted operating profit 837.8 761.4
Adjusted restructuring costs(1) 14.3 12.6
Maintainable adjusted operating profit 852.1 774.0

(1) Adjusted restructuring costs are defined as restructuring costs adjusted for revaluation of assets at the time of acquisitions.

1.4.1 - Net sales

Consolidated net sales rose 18.5% to €4,092.4 million in the first six months of 2022, compared with €3,453.4 million in the first six months of 2021, reflecting the combined impact of:

  • +10.9% organic rise (at constant scope of consolidation and exchange rates)
  • +2.4% due to the broader scope of consolidation that resulted from acquisitions with carry-over effect of 2021 acquisitions consolidated for 6 months in 2022 including Ensto Building Systems (Finland), Ecotap (Netherlands) and Geiger (Germany); and

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■ +4.4% due to exchange-rate effects over the period.

Organic changes in net sales by destination (local market of the end customer) from the first six months of 2021 to the first six months of 2022 were as follows:

Europe 11.3%
North and Central America 11.2%
Rest of the World 9.7%
Total 10.9%

Comments below concern sales by destination:

Europe: (41.5% of Group revenue)

Net sales in the Europe zone for the first half of 2022 came to €1,699.8 million compared with €1,467.0 million in the first half of 2021, an increase of +15.9%. This reflects a +5.4% change in scope of consolidation, the unfavorable -1.2% impact of exchange-rate fluctuations and +11.3% organic evolution

In Europe's mature countries (35.9% of Group revenue), sales rose organically by +9.5% in the first half of 2022, including +9.1% in the second quarter alone.

Sales in Europe's new economies rose +22.5% in the first half. In the second quarter alone, sales grew +13.8%, negatively impacted by the conflict between Russia and Ukraine. Together, these two countries accounted for around 2% of Group sales in full-year 2021.

North and Central America: (39.1% of Group revenue)

Net sales in the North and Central America zone in the first half of 2022 came to €1,597.8 million compared with €1,303.2 million in the first half of 2021, an increase of +22.6%. This reflects a +0.1% change in scope of consolidation, the favorable +10.2% impact of exchangerate fluctuations and +11.2% organic evolution

In the United States alone (35.8% of Group revenue), sales showed an organic rise of +11.3% in the first six months of the year, including +11.6% in the second quarter alone. The increase throughout the first half remained driven by marked growth in sales of non-residential applications in particular.

Over the first half, sales were almost unchanged in Canada, and up sharply in Mexico.

Rest of the world: (19.4% of Group revenue)

Net sales in the Rest of the World zone for the first half of 2022 came to €794.8 million compared with €683.2 million in the first half of 2021, an increase of +16.3%. This reflects a +0.2% change in scope of consolidation, the favorable +5.9% impact of exchange-rate fluctuations and +9.7% organic evolution.

In Asia-Pacific (12.6% of Group revenue), sales rose +12.2% in the first half of the year and +16.0% in the second quarter. This good momentum reflects very sustained growth in India, compensating a decline recorded in China.

In Africa and the Middle East (3.5% of Group revenue), sales were up +9.8% in the first six months of the year and +14.6% in the second quarter. Over six months, sales trends were upbeat at comparable levels in Africa and Middle East, with many countries recording strong double-digit growth.

In South America (3.3% of Group revenue), sales edged up +0.9% in the first half, with a -5.9% decline in the second quarter that was linked in particular to Brazil.

The table below shows a breakdown of net sales by destination (local market of the end customer) for the 6-month periods ending June 30, 2021 and June 30, 2022:

6 months ended
June 30, 2022 June 30, 2021
(in € million, except %) % %
Net sales by destination
Europe 1,699.8 41.5 1,467.0 42.5
North and Central America 1,597.8 39.1 1,303.2 37.7
Rest of the World 794.8 19.4 683.2 19.8
Total 4,092.4 100.0 3,453.4 100.0

The table below shows a breakdown of changes in net sales to third parties as reported by zone of destination (market where sales are recorded):

6 months ended June 30,
Net sales (in € million, except %) 2022 2021 Total
change
Change in scope of
consolidation
Organic
growth(1)
Exchange
rate effect
Europe 1,699.8 1,467.0 15.9% 5.4% 11.3% (1.2%)
North and Central America 1,597.8 1,303.2 22.6% 0.1% 11.2% 10.2%
Rest of the World 794.8 683.2 16.3% 0.2% 9.7% 5.9%
Consolidated total 4,092.4 3,453.4 18.5% 2.4% 10.9% 4.4%

(1) at constant scope of consolidation and exchange rates.

The following table presents the breakdown of changes in net sales to third parties as reported by zone of origin:

6 months ended June 30,
Change in
Net sales (in € million, except %) 2022 2021 Total
change
scope of
consolidation
Organic
growth(1)
Exchange
rate effect
Europe 1,778.7 1,532.3 16.1% 5.3% 11.6% (1.3%)
North and Central America 1,621.1 1,327.0 22.2% 0% 10.8% 10.2%
Rest of the World 692.6 594.1 16.6% 0% 9.3% 6.7%
Consolidated total 4,092.4 3,453.4 18.5% 2.4% 10.9% 4.4%

(1) at constant scope of consolidation and exchange rates.

1.4.2 - Cost of sales

The consolidated cost of sales rose 25.1% to €2,059.4 million in the first half of 2022, compared with €1,645.7 million in the first half of 2021. This was primarily due to:

  • consolidation of new acquisitions;
  • the increase in the volume of raw materials and components consumed as production increased;
  • higher raw material and component prices in 2022 than in 2021;

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These were partly offset by:

■ ongoing efforts to raise productivity and adjust to changing conditions.

As a percentage of net sales, the cost of sales came to 47.7% in the first half of 2021 compared with 50.3% in the first half of 2022.

1.4.3 - Administrative and selling expenses

Administrative and selling expenses rose by 14.8% to €998.1 million in the first half of 2022, compared with €869.5 million in the first half of 2021. This was essentially attributable to:

  • ongoing investments in growing activities and
  • consolidation of new acquisitions.

These were partly offset by:

■ ongoing efforts on productivity initiatives.

Expressed as a percentage of sales, administrative and selling expenses decreased from 24.4% in the first half of 2022 to 25.2% in the first half of 2021.

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1.4.4 - Research and development costs

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Research and development costs (175.3) (163.2)
Acquisition-related amortization and R&D tax credit 6.7 6.3
Amortization of capitalized development costs 14.0 13.1
R&D costs before capitalized development costs (154.6) (143.8)
Capitalized development costs (14.8) (16.7)
Research and development expenditure for the period (169.4) (160.5)

In accordance with IAS 38 "Intangible Assets", Legrand has implemented an internal measurement and accounting system for development costs to be recognized as intangible assets.

On this basis, €14.8 million in development costs were capitalized in the first half of 2022 compared with €16.7 million in the first half of 2021.

Amortization charges for capitalized development costs amounted to €14.0 million in the first half of 2022, compared to €13.1 million in the first half of 2021.

Research and development costs totaled €175.3 million in the first half of 2022, compared with €163.2 million in the first half of 2021. Excluding the impact of the capitalization of development costs and purchase accounting charges relating to acquisitions, as well as the tax credit for research and development activities, R&D expenditure stood at €169.4 million in the first half of 2022. (4.1% of net sales), compared with €160.5 million in the first half of 2021. (4.6% of net sales).

In the first six months of 2022, research and development operations had more than 2,600 employees in more than 20 countries.

1.4.5 - Other operating income and expenses

In the first six months of 2022, other operating income and expenses totaled €70.2 million compared with €58.8 million in the same period of 2021.

1.4.6 - Operating profit

The Group consolidated operating profit rose 10.2% to €789.4 million in the first half of 2022 compared with €716.2 million in the first half of 2021. This increase resulted from:

  • a 18.5% rise in net sales;
  • an 25.1% rise in cost of sales;

■ a 13.6% rise in administrative, selling and research & development costs; and

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■ an €11.4 million rise in other income and operating expenses.

As a percentage of net sales, operating profit came to 19.3% in the first half of 2022 compared with 20.7% in the first half of 2021.

1.4.7 - Adjusted operating profit

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.

Adjusted operating income rose 10.0% to stand at €837.8 million in the first half of 2022 compared with €761.4 million in the first half of 2021, and broke down as follows by geographical zone:

  • Europe: a 1.4% decline to €392.0 million in the first half of 2022 compared with €397.6 million in the first half of 2021, representing 22.0% of net sales in the first six months of 2022 compared with 25.9% in the first six months of 2021;
  • North and Central America: a 19.0% rise to €304.4 million in the first half of 2022, compared

with €255.9 million in the first half of 2021, representing 18.8% of net sales in the first six months of 2022 compared with 19.3% in the first six months of 2021; and

■ Rest of the world: a 31.0% rise to €141.4 million in the first half of 2022 compared with €107.9 million in the first half of 2021, representing 20.4% of net sales in the first six months of 2022 compared to 18.2% in the first six months of 2021.

In the first half of 2022, Group adjusted operating margin before acquisitions (at 2021 scope of consolidation) stood at 20.8% of net sales, a decline of -1.2 point compared with first-half 2021 figure of 22.0%. Taking acquisitions into account, the Group's adjusted operating margin came to 20.5% of net sales in the first half of 2022.

1.4.8 - Net financial expenses

Net financial expenses principally correspond to financial expenses related to Yankee bonds; the 2012, 2015, 2017, 2018, 2019, 2020 and 2021 bond issues; the 2011 credit facility amended in 2014 and in 2019; and other bank borrowings (for a description of these arrangements, see paragraph 1.5.2 of this chapter), less financial income arising from the investment of cash and cash equivalents.

Finance expenses stood at €43.8 million in the first half of 2022 compared with €45.7 million in the first half of 2021.Financial income came to €5.1 million in the first half of 2022 compared with €3.3 million in the first half of 2021.

Net financial expenses decreased €3.7 million in the first six months of 2022 from the same period of 2021, accounting for 0.9% of net sales in the first half of 2022 compared with 1.2% in the first half of 2021.

1.4.9 - Exchange gains and losses

Exchange gains and losses correspond mainly to translation differences recognized on settlement of foreign currency transactions, as well as the translation impact at the closing exchange rate of monetary assets and liabilities denominated in foreign currencies.

Exchange gains amounted to €0.6 million in the first six months of 2022 compared with €0.9 million losses in the same period of 2021.

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1.4.10 - Income tax expense

In first-half 2022 Legrand's pre-tax income amounted to €751.3 million up from €672.9 million in first-half 2021.

Consolidated income tax expense amounted to €202.9 million in the first half of 2022 compared with €191.7 million in the first half of 2021. The effective tax rate stood at 27.0% in the first six months of 2022 compared with 28.5% in the same period of 2021.

1.4.11 - Net profit attributable to the Group

Net income amounted to €548.1 million in the first half of 2022 (€66.8 million increase compared with the first half of 2021) This +13.9% increase reflects:

■ a €73.2 million rise in operating profit;

  • a €3.7 million rise in net financial expenses;
  • a €11.2 million rise in income tax expense.
  • a €0.4 million improvement in profit attributable to minority interests.

1.5 - CASH FLOWS AND INDEBTEDNESS

1.5.1 - Cash flows

The table below summarizes cash flows of the Company for the years ended June 30, 2022 and 2021

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Net cash from operating activities 380.4 621.7
Net cash from investing activities* (199.9) (61.2)
Net cash from financing activities (346.4) (399.3)
Translation net change in cash and cash equivalents 47.5 12.9
Increase (decrease) in cash and cash equivalents (118.4) 174.1
* of which capital expenditure and capitalized development costs (61.5) (58.7)

For a detailed analysis of cash flows, readers should refer to the consolidated statement of cash flows provided in the Group's consolidated financial statements.

1.5.1.1 NET CASH FROM OPERATING ACTIVITIES

Net cash provided by operating activities stood at € 380.4 million at the first of six months of 2022 compared with €621.7 million at the first of six months of 2021, or €241.3 million decrease.

This decrease was due primarily to an increase of €89.1 million in cash flow from operations (defined as net cash generated by operating activities, plus or minus changes in current operating assets and liabilities) reaching €786.9 million at June 30, 2022 compared with €697.8 million on June 30, 2021 and also to changes in current operating assets and liabilities, which set cash used at €406.5 million in the first half of 2022 compared with €76.1 million in the same period of 2021, or €330.4 million more.

1.5.1.2 NET CASH FROM INVESTING ACTIVITIES

Net cash used in investing activities for the period ended June 30, 2022 amounted to €199.9 million compared with €61.2 million for the period ended June 30, 2021.

Capital expenditure and capitalized development costs amounted to €61.5 million for the period ended June 30, 2022 or 1.5% of net sales compared to €58.7 million for the period ended June 30, 2021 or 1.7% of net sales

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The amount of acquisitions (net of cash acquired) totaled €139.7 million in the first half of 2022 (compared with €5.8 million in the first half of 2021).

1.5.1.3 NET CASH FROM FINANCING ACTIVITIES

Net cash used by financing activities amounted to €346.4 million in the first half of 2022, including primarily the payment of dividends in an amount of €439.3 million, an augmentation in short-term financing of €484.6 million and buybacks of treasury shares and transactions under the liquidity contract of €45 million, partially offset by a €100 million increase in long-term financing.

1.5.2 - Debt

Gross debt (defined as the sum of long-term and short-term borrowings, including commercial paper and bank overdrafts) came to €5,531.7 million at June 30, 2022 compared to €5,312.5 million at December 31, 2021.

Cash and cash equivalents and marketable securities amounted to €2,669.9 million at June 30, 2022 compared to €2,788.3 million at December 31, 2021.

Net debt (defined as gross debt less cash and cash equivalents and marketable securities) totaled €2,861.8 million at June 30, 2022 compared to €2,524.2 million at December 31, 2021.

The ratio of consolidated net debt to consolidated shareholders' equity was around 45% at June 30, 2022 compared with around 44% at December 31, 2021.

At June 30, 2022, the Group's gross debt consisted of the following:

■ €3,700.0 million in bonds; issued in December 2015 (€300.0 million), July 2017 (€1 billion), October 2017 (€400.0 million), March 2018 (€400.0 million), June 2019 (€400.0 million), May 2020 (€600.0 million) and October 2021 (€600.0 million);

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  • €1,140.0 million in negociable commercial paper (of which €975.0 million short-term and €165.0 million long-term);
  • €317.8 million in Yankee bonds;
  • €295.8 million in lease financial liabilities; and
  • €78.1 million in other debt, consisting mainly of bank borrowings, overdrafts and debt related to acquisitions, net of debt issuance costs.

1.6 - RISKS AND UNCERTAINTIES

Readers should refer to chapter 2 and to Note 5.1.2 in chapter 8 of the Universal Registration Document filed with the French Autorité des Marchés Financiers (AMF) on April 6, 2022 under number D.22-0245, which discuss the main risk factors of a nature to adversely affect the group's position and risk management.

1.7 - TRENDS AND PROSPECTS

In 2022, Legrand is pursuing its strategy of profitable and responsible development laid out in its strategic roadmap.

Taking into account notable achievements in the first half of 2022 and the current macroeconomic outlook, Legrand has revised the full-year targets it set for 2022, and is now aiming for:

■ growth in sales at constant exchange rates raised and now anticipated between +9% and +12% (compared to between +5% and +11% previously), with (i) organic growth of between +6% and +9% (compared to between +3% and +7% previously) and (ii) a scope of consolidation effect of around

+3% (compared to between +2% and +4% previously);

■ an adjusted operating margin of about 20% of sales, with (i) a margin of between 19.9% and 20.7% before acquisitions (at 2021 scope of consolidation) and (ii) dilution from acquisitions of between -20 and -40 basis points.

The Group also aims to reach around 100% of CSR achievement for the first year of its 2022-2024 roadmap, testifying to its bold and exemplary approach to ESG.

CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

2.1 -CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH IFRS AS OF JUNE 30, 2022 15

2.1.1 - Consolidated statement of income 15
2.1.2 - Consolidated statement of comprehensive income 16
2.1.3 - Consolidated balance sheet 17
2.1.4 - Consolidated statement of cash flows 19
2.1.5 - Consolidated statement of changes in equity 20
2.1.6 - Notes to the consolidated financial statements 21

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2.1 - CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH IFRS AS OF JUNE 30, 2022

2.1.1 - Consolidated statement of income

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Net sales (Notes 2.1 and 2.2) 4,092.4 3,453.4
Operating expenses (Note 2.3)
Cost of sales (2,059.4) (1,645.7)
Administrative and selling expenses (998.1) (869.5)
Research and development costs (175.3) (163.2)
Other operating income (expenses) (70.2) (58.8)
Operating profit 789.4 716.2
Financial expenses (43.8) (45.7)
Financial income 5.1 3.3
Exchange gains (losses) 0.6 (0.9)
Financial profit (loss) (38.1) (43.3)
Profit before tax 751.3 672.9
Income tax expense (Note 2.4) (202.9) (191.7)
Share of profits (losses) of equity-accounted entities 0.0 0.0
Profit for the period 548.4 481.2
Of which:
- Net profit attributable to the Group 548.1 481.3
- Minority interests 0.3 (0.1)
Basic earnings per share (euros) (Note 4.1.3) 2.056 1.803
Diluted earnings per share (euros) (Note 4.1.3) 2.040 1.788

2.1.2 - Consolidated statement of comprehensive income

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Profit for the period 548.4 481.2
Items that may be reclassified subsequently to profit or loss
Translation reserves 459.1 156.6
Cash flow hedges 42.1 0.0
Income tax relating to components of other comprehensive income 6.2 4.2
Items that will not be reclassified to profit or loss
Actuarial gains and losses (Note 4.5.1.1) 35.3 15.2
Deferred taxes on actuarial gains and losses (8.6) (3.7)
Other (Note 5.1.1.1) 0.0 0.0
Comprehensive income for the period 1,082.5 653.5
Of which:
- Comprehensive income attributable to the Group 1,082.0 653.5
- Minority interests 0.5 0.0

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2.1.3 - Consolidated balance sheet

ASSETS

(in € millions) June 30, 2022 December 31, 2021
Non-current assets
Intangible assets (Note 3.1) 2,536.5 2,485.3
Goodwill (Note 3.2) 5,655.4 5,241.2
Property, plant and equipment (Note 3.3) 730.4 719.2
Right-of-use assets (Note 3.4) 283.7 268.4
Other investments 1.4 2.4
Other non-current assets 61.4 62.6
Deferred tax assets (Note 4.7) 133.5 116.3
TOTAL NON CURRENT ASSETS 9,402.3 8,895.4
Current assets
Inventories (Note 3.5) 1,459.6 1,252.7
Trade receivables (Note 3.6) 1,058.1 728.5
Income tax receivables 117.8 115.1
Other current assets (Note 3.7) 270.5 240.4
Other current financial assets 49.4 6.4
Cash and cash equivalents (Note 3.8) 2,669.9 2,788.3
TOTAL CURRENT ASSETS 5,625.3 5,131.4
TOTAL ASSETS 15,027.6 14,026.8

EQUITY AND LIABILITIES

(in € millions) June 30, 2022 December 31, 2021
Equity
Share capital (Note 4.1) 1,067.3 1,069.8
Retained earnings (Notes 4.2 and 4.3.1) 5,425.0 5,268.5
Translation reserves (Note 4.3.2) (162.9) (621.8)
Equity attributable to equity holders of Legrand 6,329.4 5,716.5
Minority interests 6.8 3.8
TOTAL EQUITY 6,336.2 5,720.3
Non-current liabilities
Long-term provisions (Notes 4.4 and 4.5.2) 227.0 196.6
Provisions for post-employment benefits (Note 4.5.1) 128.7 170.7
Long-term borrowings (Note 4.6.1) 4,456.7 4,485.9
Deferred tax liabilities (Note 4.7) 928.9 866.5
TOTAL NON-CURRENT LIABILITES 5,741.3 5,719.7
Current liabilities
Trade payables 908.6 810.5
Income tax payables 55.0 39.6
Short-term provisions (Note 4.4) 128.9 135.8
Other current liabilities (Note 4.8) 782.5 774.3
Short-term borrowings (Note 4.6.2) 1,075.0 826.6
Other current financial liabilities 0.1 0.0
TOTAL CURRENT LIABILITIES 2,950.1 2,586.8
TOTAL EQUITY AND LIABILITIES 15,027.6 14,026.8

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2.1.4 - Consolidated statement of cash flows

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Profit for the period 548.4 481.2
Adjustments for non-cash movements in assets and liabilities:
– Depreciation and impairment of tangible assets (Note 2.3) 62.2 55.4
– Amortization and impairment of intangible assets (Note 2.3) 51.7 48.3
– Amortization and impairment of capitalized development costs (Note 2.3) 13.4 13.3
– Amortization of right-of-use assets (Note 3.4) 35.5 33.5
– Amortization of financial expenses 1.8 1.8
– Impairment of goodwill (Note 3.2) 0.0 0.0
– Changes in long-term deferred taxes 29.8 44.8
– Changes in other non-current assets and liabilities (Notes 4.4 and 4.5) 38.9 19.5
– Unrealized exchange (gains)/losses 5.2 3.6
– Share of (profits) losses of equity-accounted entities 0.0 0.0
– Other adjustments 0.0 (0.2)
– Net (gains)/losses on sales of assets 0.0 (3.4)
Changes in working capital requirement:
– Inventories (Note 3.5) (139.6) (121.8)
– Trade receivables (Note 3.6) (287.6) (97.1)
– Trade payables 68.5 121.7
– Other operating assets and liabilities (Notes 3.7 and 4.8) (47.8) 21.1
Net cash from operating activities 380.4 621.7
– Net proceeds from sales of fixed and financial assets 2.0 8.3
– Capital expenditure (Notes 3.1 and 3.3) (46.7) (42.0)
– Capitalized development costs (14.8) (16.7)
– Changes in non-current financial assets and liabilities (0.7) (5.0)
– Acquisitions of subsidiaries, net of cash acquired (Note 1.3.2) (139.7) (5.8)
Net cash from investing activities (199.9) (61.2)
– 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)
(45.0) (94.9)
– 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) 100.0 216.0
– Repayment of long-term financing* (Note 4.6) (446.7) (38.0)
– Debt issuance costs 0.0 0.0
– Increase (reduction) in short-term financing (Note 4.6) 484.6 (104.5)
– Acquisitions of ownership interests with no gain of control (Note 1.3.2) 0.0 0.0
Net cash from financing activities (346.4) (399.3)
Translation net change in cash and cash equivalents 47.5 12.9
Increase (decrease) in cash and cash equivalents (118.4) 174.1
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) 2,669.9 2,965.8
Items included in cash flows:
– Interest paid during the period** 42.0 42.1
– Income taxes paid during the period 151.4 125.4

* Of which €35.5 million corresponding to lease financial liabilities repayment for the 6 months ended June 30, 2022 (€33.0 million for the 6 months ended June 30, 2021).

** Interest paid is included in the net cash from operating activities; of which €3.4 million interests on lease financial liabilities for the 6 months ended June 30, 2022 (€3.4 million for the 6 months ended June 30, 2021).

2.1.5 - Consolidated statement of changes in equity

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Equity attributable to the Group
(in € millions) Share
capital
Retained
earnings
Translation
reserves
Actuarial
gains and
losses*
Total Minority
interests
Total
equity
As of December 31, 2020 1,069.8 4,881.2 (962.3) (92.9) 4,895.8 10.2 4,906.0
Profit for the period 481.3 481.3 (0.1) 481.2
Other comprehensive income 4.2 156.5 11.5 172.2 0.1 172.3
Total comprehensive income 485.5 156.5 11.5 653.5 0.0 653.5
Dividends paid (377.9) (377.9) (377.9)
Issues of share capital and premium 0.0 0.0
Cancellation of shares held in treasury 0.0 0.0
Net sales (buybacks) of treasury shares and
transactions under the liquidity contract
(94.9) (94.9) (94.9)
Change in scope of consolidation** (1.5) (1.5) (1.9) (3.4)
Current taxes on share buybacks (0.4) (0.4) (0.4)
Share-based payments 15.2 15.2 15.2
As of June 30, 2021 1,069.8 4,907.2 (805.8) (81.4) 5,089.8 8.3 5,098.1
Profit for the period 423.2 423.2 0.7 423.9
Other comprehensive income 8.7 184.0 13.8 206.5 0.1 206.6
Total comprehensive income 431.9 184.0 13.8 629.7 0.8 630.5
Dividends paid 0.0 0.0
Issues of share capital and premium 0.0 0.0
Cancellation of shares held in treasury
Net sales (buybacks) of treasury shares and
0.0 0.0
transactions under the liquidity contract 3.2 3.2 3.2
Change in scope of consolidation** (21.3) (21.3) (5.3) (26.6)
Current taxes on share buybacks (0.2) (0.2) (0.2)
Share-based payments 15.3 15.3 15.3
As of December 31, 2021 1,069.8 5,336.1 (621.8) (67.6) 5,716.5 3.8 5,720.3
Profit for the period 548.1 548.1 0.3 548.4
Other comprehensive income 48.3 458.9 26.7 533.9 0.2 534.1
Total comprehensive income 596.4 458.9 26.7 1,082.0 0.5 1,082.5
Dividends paid (439.3) (439.3) (439.3)
Issues of share capital and premium (Note 4.1.1) 0.0 0.0
Cancellation of shares held in treasury (Note 4.1.1) (2.5) (47.3) (49.8) (49.8)
Net sales (buybacks) of treasury shares and
transactions under the liquidity contract (Note 4.1.2)
4.8 4.8 4.8
Change in scope of consolidation** 0.1 0.1 2.5 2.6
Current taxes on share buybacks 0.5 0.5 0.5
Share-based payments (Note 4.2) 14.6 14.6 14.6
As of June 30, 2022 1,067.3 5,465.9 (162.9) (40.9) 6,329.4 6.8 6,336.2

* Net of deferred taxes.

** Corresponds mainly to acquisitions of additional shares in companies already consolidated and to puts on minority interests.

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2.1.6 - Notes to the consolidated financial statements

KEY FIGURES AND SIGNIFICANT EVENTS FOR THE PERIOD 22
NOTE 1 - BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 23
1.1 General information 23
1.2 Accounting policies 23
1.3 Significant transactions and events for the period 26
1.4 Scope of consolidation 26
NOTE 2 - HALF-YEAR RESULTS 27
2.1 Segment information 27
2.2 Net sales 28
2.3 Operating expenses 29
2.4 Income tax expense 30
NOTE 3 - DETAILS ON NON-CURRENT AND CURRENT ASSETS 31
3.1 Intangible assets 31
3.2 Goodwill 33
3.3 Property, plant and equipment 35
3.4 Right-of-use assets and lease contracts 36
3.5 Inventories 37
3.6 Trade receivables 37
3.7 Other current assets 38
3.8 Cash and cash equivalents 38
NOTE 4 - DETAILS ON NON-CURRENT AND CURRENT LIABILITIES 39
4.1 Share capital and earnings per share 39
4.2 Stock option plans and performance share plans 40
4.3 Retained earnings and translation reserves 43
4.4 Provisions 44
4.5 Provision for post-employment benefits and other long-term employee benefits 45
4.6 Long-term and short-term borrowings 48
4.7 Deferred taxes 51
4.8 Other current liabilities 51
NOTE 5 - OTHER INFORMATION 52
5.1 Financial instruments and management of financial risks 52
5.2 Off-balance sheet commitments 55
5.3 CLAIMS and contingent liabilities 55
5.4 Subsequent events 55
5.5 Key figures reconciliation 56

KEY FIGURES AND SIGNIFICANT EVENTS FOR THE PERIOD

Key figures

(in € millions) 1st half 2022 1st half 2021
Net sales 4,092.4 3,453.4
Adjusted operating profit 837.8 761.4
As % of net sales 20.5% 22.0%
⁽¹⁾
20.8 % before
acquisitions
Operating profit 789.4 716.2
As % of net sales 19.3% 20.7%
Net profit attributable to the Group 548.1 481.3
As % of net sales 13.4% 13.9%
Normalized free cash flow 688.2 577.4
As % of net sales 16.8% 16.7%
Free cash flow 320.9 571.3
As % of net sales 7.8% 16.5%
Net financial debt at June 30 2,861.8 2,545.3

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(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 key figures with the financial statements is available in Note 5.5.

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NOTE 1 - BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

1.1 GENERAL INFORMATION

Legrand ("the Company") along with its subsidiaries (together "Legrand" or "the Group") is the global specialist in electrical and digital building infrastructures.

The Group has manufacturing and/or distribution subsidiaries and offices in close to 90 countries and sells its products in close to 180 countries.

The Company is a French société anonyme incorporated and domiciled in France. Its registered office is located at 128, avenue du Maréchal de Lattre de Tassigny – 87000 Limoges (France).

1.2 ACCOUNTING POLICIES

As a company incorporated in France, Legrand is governed by French company laws, including the provisions of the Code de commerce (French Commercial Code).

The consolidated financial statements cover the 6 months ended June 30, 2022. They have been prepared in accordance with the International Financial Reporting Standards (IFRS), including IAS 34 – Interim Financial Reporting, and IFRS Interpretations Committee publications adopted by the European Union and applicable or authorized for early adoption from January 1, 2022.

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

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Group's accounting policies.

The areas involving a specific degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 1.2.3.

The consolidated financial statements have been prepared using the historical cost convention, except for some classes of assets and liabilities in accordance with IFRS. The classes concerned are mentioned in Note 5.1.1.2.

The consolidated financial statements were approved by the Board of Directors on July 28, 2022. They should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021 as set out in the Universal Registration Document filed with the AMF on April 6, 2022 under no. D.22-0245.

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

  • 1.2.1 New standards, amendments and interpretations that may impact the Group's financial statements
  • 1.2.1.1 New standards, amendments and interpretations with mandatory application from January 1, 2022 that have an impact on the Group's 2022 financial statements

Not applicable.

1.2.1.2 New standards, amendments and interpretations with mandatory application from January 1, 2022 that have no impact on the Group's 2022 financial statements

Not applicable.

1.2.1.3 New standards, amendments and interpretations adopted by the European Union and not applicable to the Group until future periods

Not applicable.

1.2.1.4 New standards, amendments and interpretations not yet adopted by the European Union and not applicable to the Group until future periods

Amendment to IAS 1 – Classification of Liabilities as Current or Non-current

In January 2020, the IASB issued the IAS 1 amendment - Classification of Liabilities as Current or Non-current.

This amendment clarifies the requirements for classifying liabilities as current or non-current.

Not yet been adopted by the European Union, the amendment should be effective for annual periods beginning on or after January 1, 2023 at the latest.

The Group reviewed the amendment, to determine its possible impacts on the consolidated financial statements and related disclosures.

The amendment is not expected to have a material impact on the Group.

Amendment to IAS 12 – Income Taxes

In May 2021, the IASB issued an amendment to IAS 12 – Income Taxes.

This amendment reduces the scope of application of the exemption from initial recognition of deferred tax for transactions such as decommissioning obligations and leases.

Not yet been adopted by the European Union, the amendment should be effective for annual periods beginning on or after January 1, 2023 at the latest.

The amendment is not expected to have a material impact on the Group.

1.2.1.5 Standards newly applicable to the Group

IAS 29 – Financial Reporting in Hyperinflationary Economies

On March 16, 2022, the International Practices Task Force (IPTF) of the Center for Audit Quality (CAQ), the benchmark for monitoring "highly inflationary" countries, included Turkey in the list of hyperinflationary economies.

IAS 29 provides for an entity's financial statements to be restated when its functional currency is that of a hyperinflationary economy.

Pursuant to the requirements of the standard, the Group has identified and measured the restatements needed to adequately present the impacts of the hyperinflationary Turkish currency in the consolidated financial statements.

1.2.2 Basis of consolidation

Subsidiaries are consolidated if they are controlled by the Group.

The Group has exclusive control over an entity when it has power over the entity, i.e., it has substantive rights to govern the entity's key operations, is exposed to variable returns from its involvement with the entity and has the ability to affect those returns.

Such subsidiaries are fully consolidated from the date when effective control is transferred to the Group. They are deconsolidated from the date on which control ceases.

Any entity over which the Group has either:

■ significant influence (a situation that occurs when the Group holds more than 20% of the voting rights without providing it with substantive rights to govern the entity's key operations); or

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■ joint control (a situation where the Group's participation gives it substantive rights to govern the entity's key operations jointly with a partner but does not provide exclusive control to the Group);

is consolidated using the equity method.

Such subsidiaries are initially recognized at acquisition cost and consolidated from the date when effective control is transferred to the Group. They are deconsolidated from the date on which control ceases.

Items included in the financial statements of each Group entity are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in euros, which is the Company's functional and presentation currency.

1.2.3 Use of judgments and estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that are reflected in the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events, and are believed to be reasonable under the circumstances.

1.2.3.1 Impairment of goodwill and intangible assets

Trademarks with indefinite useful lives and goodwill are tested for impairment at least once a year and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Intangible assets with finite useful lives are amortized over their estimated useful lives and are tested for impairment when there is any indication that their recoverable amount may be less than their carrying amount.

Future events could cause the Group to conclude that evidence exists that certain intangible assets acquired in a business combination are impaired. Any resulting impairment loss could have a material adverse effect on the Group's consolidated financial statements and in particular on the Group's operating profit.

Discounted cash flow estimates (used for impairment tests on goodwill and trademarks with indefinite useful lives) are based on management's estimates of key assumptions, especially discount rates, long-term growth and profitability rates and royalty rates for trademarks with indefinite useful lives.

1.2.3.2 Accounting for income taxes

As part of the process of preparing the consolidated financial statements, the Group is required to estimate income taxes in each of the jurisdictions in which it operates. This involves estimating the actual current tax exposure and assessing temporary differences resulting from differing treatment of items such as deferred revenue or prepaid expenses for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are reported in the consolidated balance sheet.

The Group must then assess the probability that deferred tax assets will be recovered from future taxable profit.

Deferred tax assets are recognized only when it is probable that sufficient taxable profit will be available, based on management-approved taxable profit forecasts.

The Group has not recognized all of its deferred tax assets because it is not probable that some of them will be recovered before they expire. The amounts involved mainly concern operating losses carried forward and foreign income tax credits. The assessment is based on management's estimates of future taxable profit by jurisdiction in which the Group operates and the period over which the deferred tax assets are recoverable.

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1.2.3.3 Other assets and liabilities based on estimates

Other assets and liabilities based on estimates include provisions for pensions and other post-employment benefits, impairment of trade receivables, inventories and financial assets, share-based payments, provisions for contingencies and charges, right-of-use assets, capitalized development costs, and any annual volume rebates offered to customers. ............. . ............. . ............. . CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

1.3 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.

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1.4 SCOPE OF CONSOLIDATION

1.4.1 List of main consolidated companies

The consolidated financial statements comprise the financial statements of Legrand and its 226 subsidiaries.

The main consolidated operating subsidiaries are reported in Note 1.4.1 to the consolidated financial statements as of December 31, 2021. Changes in the scope of consolidation in first-half 2022 are presented below in Note 1.4.2.

1.4.2 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
Full consolidation method
Champion One 3 months' profit 6 months' profit
Compose 3 months' profit 6 months' profit
Ecotap 3 months' profit 6 months' profit
Ensto Building Systems 3 months' profit 6 months' profit
Geiger Balance sheet only 6 months' profit
Emos Balance sheet only Balance sheet only
Usystems Balance sheet only

During the first six 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 ; and
  • 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

NOTE 2 - HALF-YEAR RESULTS

2.1 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's 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

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■ Rest of the world, mainly including Australia, China, India, and South America (including 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.

North and
Central
Rest of the
(in € millions) Europe America world Total
Net sales to third parties 1,778.7 ⁽¹⁾
1,621.1
⁽²⁾
692.6
4,092.4
Cost of sales (823.4) (844.1) (391.9) (2,059.4)
Administrative and selling expenses, R&D costs (513.6) (502.2) (157.6) (1,173.4)
Other operating income (expenses) (57.8) (7.8) (4.6) (70.2)
Operating profit 383.9 267.0 138.5 789.4
- of which acquisition-related amortization,
expenses and income
· accounted for in administrative and
selling expenses, R&D costs
(8.1) (37.4) (2.9) (48.4)
· accounted for in other operating income
(expenses)
0.0
- of which goodwill impairment 0.0
Adjusted operating profit 392.0 304.4 141.4 837.8
- of which depreciation and impairment of tangible assets (36.8) (13.2) (12.2) (62.2)
- of which amortization and impairment of intangible assets (3.6) (1.1) (0.6) (5.3)
- of which amortization and impairment of development costs (12.9) 0.0 (0.5) (13.4)
- of which amortization and impairment of right-of-use assets (13.1) (12.0) (10.4) (35.5)
- of which restructuring costs (10.0) (2.6) (1.7) (14.3)
Capital expenditure (31.4) (9.2) (6.1) (46.7)
Capitalized development costs (14.1) 0.0 (0.7) (14.8)
Net tangible assets 445.5 155.5 129.4 730.4
Total current assets 3,468.0 1,185.3 972.0 5,625.3
Total current liabilities 1,977.6 518.5 454.0 2,950.1

6 months ended June 30, 2022

(1) Of which France: €653.2 million.

(2) Of which United States: €1,497.8 million.

6 months ended June 30, 2021

(in € millions) Europe North and
Central
America
Rest of the
world
Total
Net sales to third parties 1,532.3
⁽¹⁾
1,327.0 ⁽²⁾ 594.1 3,453.4
Cost of sales (660.1) (642.0) (343.6) (1,645.7)
Administrative and selling expenses, R&D costs (454.0) (436.2) (142.5) (1,032.7)
Other operating income (expenses) (27.7) (28.3) (2.8) (58.8)
Operating profit 390.5 220.5 105.2 716.2
- of which acquisition-related amortization,
expenses and income
· accounted for in administrative and
selling expenses, R&D costs
(7.1) (35.4) (2.7) (45.2)
· accounted for in other operating income
(expenses)
0.0
- of which goodwill impairment 0.0
Adjusted operating profit 397.6 255.9 107.9 761.4
- of which depreciation and impairment of tangible assets (31.9) (12.5) (10.8) (55.2)
- of which amortization and impairment of intangible assets (3.8) (1.3) (0.4) (5.5)
- of which amortization and impairment of development costs (12.8) 0.0 (0.5) (13.3)
- of which amortization and impairment of right-of-use assets (13.1) (11.0) (9.4) (33.5)
- of which restructuring costs (8.5) (6.2) 2.1 (12.6)
Capital expenditure (28.2) (7.0) (6.8) (42.0)
Capitalized development costs (16.0) 0.0 (0.7) (16.7)
Net tangible assets 420.0 139.7 114.4 674.1
Total current assets 3,412.3 821.3 804.4 5,038.0
Total current liabilities 2,442.3 416.4 427.3 3,286.0

(1) Of which France: €625.4 million.

(2) Of which United States: €1,229.4 million.

2.2 NET SALES

The Group derived the large majority of its revenue from product sales to generalist and specialist distributors. The two largest distributors accounted for close to 17% of consolidated net sales in 2021. The Group estimates that no other distributor accounted for more than 5% of consolidated net sales.

Contracts with distributors are signed for a one-year period. As a general rule, there is only one performance obligation in these contracts, which is to sell and deliver products to the customer (the performance obligation related to delivery is not material within the context of customer contracts).

Within the context of these contracts, the Group owns the main risks and benefits resulting from the product sales, and therefore acts as the principal (and not as an agent).

Net sales are generally recognized at one point in time, corresponding to the date on which the control of the asset (products or, more rarely, services) is transferred to the customer, usually the date of shipment in the case of product

sales. In the specific case of service sales where the customer consumes the service benefits over the period in which they are provided, net sales are recognized over time, i.e. spread over the period in which the services are provided to the customer.

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Contracts with customers generally include variable payments in their favor, primarily deferred discounts and rebates, and occasionally commercial returns. These variable payments to customers are estimated at their most likely amount and accounted for when net sales are recognized. By default, variable payments to customers are accounted for as a deduction from net sales. Only payments made to customers in exchange for the transfer of products or services by these customers are accounted for as selling expenses, for the portion of these payments corresponding to the transferred products' or services' fair value.

In first-half 2022, the Group's consolidated net sales came to €4,092.4 million, up +18.5% in total compared with firsthalf 2021 due to organic arising +10.9%, changes in scope

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of consolidation +2.4% and the favorable impact of exchange rates +4.4%.

Changes in net sales by destination are as follows:

6 months ended June 30,
Net sales (in € million, except %) 2022 2021 Total
change
Change in scope of
consolidation
Organic
growth(1)
Exchange
rate effect
Europe 1,699.8 1,467.0 15.9% 5.4% 11.3% (1.2%)
North and Central America 1,597.8 1,303.2 22.6% 0.1% 11.2% 10.2%
Rest of the World 794.8 683.2 16.3% 0.2% 9.7% 5.9%
Consolidated total 4,092.4 3,453.4 18.5% 2.4% 10.9% 4.4%

(1) at constant scope of consolidation and exchange rates.

The Group sells its products in mature countries as well as many new economies (Eastern Europe and Turkey in the Europe operating segment, Central America and Mexico in the North and Central America operating segment, Asia excluding South Korea, South America, Africa and the Middle East in the Rest of the world operating segment).

Net sales (by destination) in these two geographical areas are as follows:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Mature countries 3,067.4 2,580.6
New economies 1,025.0 872.8
TOTAL 4,092.4 3,453.4

2.3 OPERATING EXPENSES

Operating expenses include the following main categories of costs:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Raw materials and component costs (1,483.8) (1,135.3)
Personnel costs (931.1) (850.7)
Other external costs (655.0) (541.2)
Amortization of right-of-use assets (35.5) (33.5)
Depreciation of tangible assets (62.2) (56.4)
Amortization of intangible assets (65.1) (61.3)
Restructuring costs (14.3) (12.6)
Goodwill impairment 0.0 0.0
Other (56.0) (46.2)
OPERATING EXPENSES (3,303.0) (2,737.2)

"Other" primarily includes impairment losses and reversals on inventories (Note 3.5), trade receivables (Note 3.6), and provisions for contingencies (Note 4.4).

The Group had an average of 38,051 employees as of June 30, 2022 (versus 37,473 as of June 30, 2021), of which 30,685 back-office employees and 7,366 front-office employees (versus 30,483 and 6,990, respectively, as of June 30, 2021).

2.4 INCOME TAX EXPENSE

Income tax expense consists of the following:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Current taxes (175.9) (156.1)
Deferred taxes (27.0) (35.6)
TOTAL INCOME TAX EXPENSE (202.9) (191.7)

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The reconciliation of total income tax expense for the period to income tax calculated at the standard tax rate in France is as follows, based on profit before tax of €751.3 million in first-half 2022 (versus €672.9 million in first-half 2021):

6 months ended
(Tax rate) June 30, 2022 June 30, 2021
Standard French income tax rate 25.83% 28.41%
Increases (reductions):
- Effect of foreign income tax rates (1.72%) (4.13%)
- Non-taxable items 0.48% (0.76%)
- Income taxable at specific rates (0.21%) (0.23%)
- Other 2.50% 5.26%
26.88% 28.55%
Impact on deferred taxes of:
- Changes in tax rates 0.08% (0.11%)
- Recognition or non-recognition of deferred tax assets 0.04% 0.05%
EFFECTIVE TAX RATE 27.00 % 28.49%

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NOTE 3 - DETAILS ON NON-CURRENT AND CURRENT ASSETS

3.1 INTANGIBLE ASSETS

(in € millions) June 30, 2022 December 31, 2021
Trademarks 1,883.6 1,849.6
Patents 124.3 125.5
Customer relationships 374.8 358.3
Other intangible assets 153.8 151.9
NET VALUE AT THE END OF THE PERIOD 2,536.5 2,485.3

3.1.1 Trademarks with indefinite and finite useful lives

The Legrand and Bticino brands represent close to 98% of the total value of trademarks with indefinite useful lives. These trademarks with indefinite useful lives are used internationally, and therefore contribute to all of the Group's cash-generating units.

They should contribute indefinitely to future consolidated cash flows because management plans to continue using them indefinitely. The Group performs periodical reviews of these trademarks' useful lives.

Trademarks with finite useful lives are amortized over their estimated useful lives ranging:

  • from 10 years when management plans to gradually replace them by other major trademarks owned by the Group;
  • to 20 years when management plans to replace them with other major trademarks owned by the Group only over the long term or when, in the absence of such an intention, management considers that the trademarks may be threatened by a major competitor in the long term.

Amortization of trademarks is recognized in the income statement under administrative and selling expenses.

Trademarks can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Gross value at the end of the period 2,350.7 2,264.2
Accumulated amortization and impairment
at the end of the period
(467.1) (414.6)
NET VALUE AT THE END OF THE PERIOD 1,883.6 1,849.6

To date, no significant impairment has been recognized for these trademarks.

Each trademark with an indefinite useful life is tested for impairment separately, in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment tests are performed using the relief from royalty method. This method consists of measuring the royalties that the company would have to pay to license the trademark from a third party. The theoretical value of these royalties is then measured by estimating future revenue generated by the trademark over its useful life, as if the trademark were owned by a third party.

There was no evidence of events or changes in circumstances requiring the recognition of impairment losses in first-half 2022.

The following impairment testing parameters were used in the period ended December 31, 2021:

Value in use
(in € millions) Recoverable
amount
Carrying amount of
trademarks with
indefinite useful lives
Discount rate
(before tax)
Growth rate to
perpetuity
Value in use 1,408.0 9.6 to 10.5% 2.8 to 3.2%

No impairment was recognized in the period ended December 31, 2021.

3.1.2 Patents

Patents can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Gross value at the end of the period 799.2 780.2
Accumulated amortization and impairment
at the end of the period
(674.9) (654.7)
NET VALUE AT THE END OF THE PERIOD 124.3 125.5

To date, no significant impairment has been recognized for these patents.

3.1.3 Customer relationships

Customer relationships acquired in business combinations are recognized when they correspond to contractual relationships with key customers. Such relationships are measured using the excess earnings method, and are amortized over a period ranging from 3 to 20 years.

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Customer relationships can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Gross value at the end of the period 576.6 531.6
Accumulated amortization and impairment
at the end of the period (201.8) (173.3)
NET VALUE AT THE END OF THE PERIOD 374.8 358.3

To date, no significant impairment has been recognized for these customer relationships.

3.1.4 Other intangible assets

Other intangible assets are recognized at cost less accumulated amortization and impairment. They include in particular:

■ costs related to development projects (relating to the design and testing of new or improved products). They are amortized on a straight-line basis from the date of sale of the product over the period of its expected profits, which does not exceed 10 years. Costs related to projects that do

not meet the capitalization criteria of IAS 38 are recognized as research and development expenses in the year in which they are incurred.

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■ software, which is generally purchased from an external supplier and amortized over 3 years. The Group reviewed the impacts of the interpretation on IAS 38 "Configuration or Customization Costs in a Cloud Computing Arrangement", impacts which were not material at June 30, 2022.

Other intangible assets can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Capitalized development costs 475.2 459.3
Software 164.6 159.8
Other 33.4 32.0
Gross value at the end of the period 673.2 651.1
Accumulated amortization and impairment
at the end of the period
(519.4) (499.2)
NET VALUE AT THE END OF THE PERIOD 153.8 151.9

To date, no significant impairment has been recognized for these items.

3.2 GOODWILL

To determine the goodwill for each business combination, the Group applies the partial goodwill method whereby goodwill is calculated as the difference between the consideration paid to acquire the business combination and the portion of the acquisition date fair value of the identifiable net assets acquired and liabilities assumed that is attributable to the Group.

Under this method no goodwill is allocated to minority interests. Changes in the percentage of interest held in a controlled entity are recorded directly in equity without recognizing any additional goodwill.

Goodwill is tested for impairment annually, in the fourth quarter of each year, and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Within the Legrand Group, the level at which goodwill is measured (cash-generating units) corresponds to individual countries or to groups of countries, when they

either have similar market characteristics or are managed as a single unit.

Value in use is estimated based on discounted cash flows for the next five years and a terminal value calculated from the final year of the projection period. The cash flow data used for the calculation is taken from the most recent medium-term business plans approved by Group management. Business plan projections are based on the latest available external forecasts of trends in the Group's markets. Cash flows beyond the projection period of five years are estimated by applying a growth rate to perpetuity.

The discount rates applied derive from the capital asset pricing model. They are calculated for each individual country, based on financial market and/or valuation services firm data (average data over the last three years). The cost of debt used in the calculations is the same for all individual countries (being equal to the Group's cost of debt).

Goodwill can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Europe 1,966.0 1,833.8
Of which France 819.9 819.9
North and Central America 3,000.5 2,750.6
Rest of the world 688.9 656.8
NET VALUE AT THE END OF THE PERIOD 5,655.4 5,241.2

The North and Central America operating segment is considered to be a single cash-generating unit (CGU), whereas both the Europe and Rest of the world operating segments include several CGUs. Within these two operating segments, France and Italy, China, India and South America, are respectively the largest CGUs.

Only the goodwill allocated to the North and Central America CGU and the goodwill allocated to the France CGU represent more than 10% of total goodwill.

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Changes in goodwill can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Gross value at the beginning of the period 5,277.9 4,840.4
- Acquisitions 142.7 271.5
- Adjustments* (14.5) (86.1)
- Translation adjustments 286.1 252.1
Gross value at the end of the period 5,692.2 5,277.9
Impairment value at the beginning of the period (36.7) (36.7)
- Impairment losses 0.0 0.0
- Translation adjustments (0.1) 0.0
Impairment value at the end of the period (36.8) (36.7)
NET VALUE AT THE END OF THE PERIOD 5,655.4 5,241.2

*Adjustments correspond to the difference between provisional and final goodwill.

Purchase price allocations, which are performed within one year of each business combination, are as follows (excluding inventory step-up):

6 or 12 months ended
(in € millions) June 30, 2022 December 31, 2021
- Trademarks 20.1 21.8
- Deferred taxes on trademarks (5.2) (1.0)
- Patents 0.0 5.1
- Deferred taxes on patents 0.0 (1.4)
- Other intangible assets 0.0 32.2
- Deferred taxes on other intangible assets 0.0 0.0

There was no evidence of events or changes in circumstances requiring the recognition of impairment losses in first-half 2022.

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The following impairment testing parameters were used in the period ended December 31, 2021:

Value in use
Recoverable
amount
Carrying
amount of
goodwill
Discount rate
(before tax)
Growth rate to
perpetuity
Europe 1,833.8 7.7 to 22.9% 2.0 to 5.0%
Of which France Value in use 819.9 7.7% 2.0%
North and Central America 2,750.6 8.7% 3.1%
Rest of the World 656.8 9.4 to 14.6% 2.0 to 5.0%
NET VALUE AT THE END OF THE PERIOD 5,241.2

No goodwill impairment losses were identified in the period ended December 31, 2021.

3.3 PROPERTY, PLANT AND EQUIPMENT

Depreciation is calculated on a straight-line basis over the estimated useful lives of the respective assets; the most commonly adopted useful lives are the following:

Lightweight buildings 25 years
Standard buildings 40 years
Machinery and equipment 8 to 10 years
Tooling 5 years
Building fixtures 15 years

Property, plant and equipment can be analyzed as follows:

June 30, 2022
(in € millions) Land Buildings Machinery and
equipment
Assets under
construction and
other
Total
Gross value at the end of the
period
51.4 677.3 1,966.0 353.7 3,048.4
Depreciation and impairment
at the end of the period
(0.2) (448.2) (1,656.5) (213.1) (2,318.0)
NET VALUE AT THE END OF
THE PERIOD
51.2 229.1 309.5 140.6 730.4
December 31, 2021
(in € millions) Land Buildings Machinery and
equipment
Assets under
construction
and other
Total
Gross value at the end of the
period
49.4 630.9 1,918.0 368.8 2,967.1
Depreciation and impairment
at the end of the period
(0.2) (435.2) (1,607.8) (204.7) (2,247.9)
NET VALUE AT THE END OF
THE PERIOD
49.2 195.7 310.2 164.1 719.2

............. . ............. . ............. . CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

3.4 RIGHT-OF-USE ASSETS AND LEASE CONTRACTS

Right-of-use assets are initially measured at an amount equal mainly to the sum of:

  • initial values of the lease financial liability;
  • prepayments (including the first lease payment in case of lease payments made at the beginning of lease periods); and
  • restoration costs.

Right-of-use assets value is subsequently remeasured whenever the lease financial liability value is remeasured.

Right-of-use assets are depreciated using the straight-line method over the estimated lease contract duration. This latter is determined by taking into account the existence of lease renewal options and early termination options whose exercise is subject solely to the Group's decision.

More specifically, regardless of the nature of these options, whenever there is significant capital expenditures on leased buildings, the depreciation period applied to the tangible assets resulting from these expenditures is used to determine the estimated lease contract duration of these buildings.

Right-of-use assets can be analyzed as follows:

Lease financial liabilities are initially measured at the present value of future lease payments (excluding variable lease payments and service payments whenever it is possible to identify these payments within total lease payments, while including, when applicable, the purchase option value if the exercise of this option is deemed probable), using as the discount rate the borrowing rate available for a Group entity for both the currency and the maturity corresponding to the estimated duration of the lease contract.

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Lease financial liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate, or a change in the lease term (following the subsequent exercise of an extension or an early termination option).

Lease financial liabilities are analyzed in Note 4.6.1.

The Group has elected not to recognize right-of-use assets and lease financial liabilities for short-term leases (not exceeding a one-year period) and/or leases of low-value assets.

June 30, 2022
(in € millions) Buildings Machinery and
equipment
Other Total
Gross value at the end of the period 553.8 4.6 59.2 617.6
Depreciation and impairment
at the end of the period (298.7) (2.5) (32.7) (333.9)
Net value at the end of the period 255.1 2.1 26.5 283.7
December 31, 2021
(in € millions) Buildings Machinery and
equipment
Other Total
Gross value at the end of the period 504.5 5.5 60.0 570.0
Depreciation and impairment
at the end of the period
(265.7) (3.3) (32.6) (301.6)
Net value at the end of the period 238.8 2.2 27.4 268.4

"Buildings" right-of-use assets mainly concern lease contracts for production sites, commercial offices and warehouses. Most of these lease contracts offer both extension and early termination options, while very few of them include purchase options or restoration costs. Therefore, the corresponding right-of-use assets do not include any material amount for purchase options or restoration costs.

"Machinery and equipment" right-of-use assets comprises mainly industrial machinery.

"Other" right-of-use assets mainly concern vehicles, forklifts and some IT equipment. Although most of these lease contracts include purchase options, these options are generally not exercised.

3.5 INVENTORIES

Inventories are measured at the lower of cost (of acquisition or production) and net realizable value, with cost determined principally on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

Inventories can be analyzed as follows:

Impairment provisions are recognized when inventories are considered wholly or partially obsolete, and for finished goods inventories when their net realizable value is lower than their net book value.

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(in € millions) June 30, 2022 December 31, 2021
Purchased raw materials and components 632.5 529.3
Sub-assemblies, work in progress 163.3 145.7
Finished products 840.8 727.4
Gross value at the end of the period 1,636.6 1,402.4
Impairment (177.0) (149.7)
NET VALUE AT THE END OF THE PERIOD 1,459.6 1,252.7

3.6 TRADE RECEIVABLES

Trade receivables are initially recognized at fair value and are subsequently measured at amortized cost.

In accordance with IFRS 9, expected credit losses on trade receivables are estimated based on a provision table, by applying provision rates depending on the receivables aging.

Trade receivables can be analyzed as follows:

Furthermore, a provision can be recognized in the income statement when there is objective evidence of impairment such as:

  • when a debtor has defaulted; or
  • when a debtor's credit rating has been downgraded or its business environment has deteriorated.
(in € millions) June 30, 2022 December 31, 2021
Trade receivables 1,157.3 826.6
Impairment (99.2) (98.1)
NET VALUE AT THE END OF THE PERIOD 1,058.1 728.5

The Group uses factoring contracts to reduce the risk of late payments.

During first-half 2022, a total of €164.9 million in receivables were transferred under the terms of the factoring contracts. The resulting costs were recognized in financial profit (loss) for an amount of less than €1 million.

As of June 30, 2022, these factoring contracts allowed the Group to derecognize trade receivables for an amount of €95.8 million (€79.6 million as of December 31, 2021), as their terms transfer all credit and late payment risks to the factoring companies. The only risk that is not transferred is dilution risk, which is historically very low.

............. . ............. . ............. . CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

Past-due trade receivables can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Less than 3 months past due receivables 199.7 151.7
From 3 to 12 months past due receivables 47.7 40.4
More than 12 months past due receivables 37.8 35.3
TOTAL 285.2 227.4

Provisions for impairment of past-due trade receivables amounted to €62.4 million as of June 30, 2022 (€76.4 million as of December 31, 2021). These provisions break down as follows:

(in € millions) June 30, 2022 December 31, 2021
Provisions for less than 3 months past due receivables 6.8 13.6
Provisions for 3 to 12 months past due receivables 17.8 27.5
Provisions for more than 12 months past due receivables 37.8 35.3
TOTAL 62.4 76.4

3.7 OTHER CURRENT ASSETS

Other current assets can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Employee advances 3.0 2.6
Prepayments 94.2 80.8
Taxes other than income tax 129.5 121.4
Other receivables 43.8 35.6
NET VALUE AT THE END OF THE PERIOD 270.5 240.4

These assets are valued at amortized cost.

3.8 CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash, short-term deposits and other liquid financial assets (possibility to realize the assets in less than 3 months at any time), readily convertible to known amounts of cash and are not subject to any material risk of change in value. Some of these other financial assets may have an initial maturity of one year or more, while being very easily convertible.

Cash and cash equivalents that are unavailable in the short term for the Group correspond to the bank accounts of

certain subsidiaries facing complex, short-term fund repatriation conditions due mainly to regulatory reasons.

........... .. . ............. .

............. .

Cash and cash equivalents totaled €2,669.9 million as of June 30, 2022 (versus €2,788.3 million as of December 31, 2021). Of this amount, €9.2 million was not available to the Group in the short term as of June 30, 2022 (versus €7.3 million as of December 31, 2021).

NOTE 4 - DETAILS ON NON-CURRENT AND CURRENT LIABILITIES

4.1 SHARE CAPITAL AND EARNINGS PER SHARE

Share capital as of June 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 266,668,994 exercisable voting rights (after subtracting shares held in treasury by the Group as of this date).

As of June 30, 2022, the Group held 148,752 shares in treasury, versus 678,176 shares as of December 31, 2021, i.e. 529,424 fewer shares corresponding to:

■ the net acquisition of 450,000 shares outside of the liquidity contract;

■ the transfer of 431,211 shares to employees under performance share plans;

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • the cancellation of 630,000 shares.
  • the net purchase of 81,787 shares under the liquidity contract (Note 4.1.2.2).

As of June 30, 2022, among the 148,752 shares held in treasury by the Group, 34,019 shares have been allocated according to the allocation objectives described in Note 4.1.2.1, and 114,733 shares are held under the liquidity contract.

4.1.1 Changes in share capital

Changes in share capital in first-half 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 free shares (630,000) 4 (2,520,000) (47,307,842)
As of June 30, 2022 266,817,746 4 1,067,270,984 491,756,928

4.1.2 Share buybacks and transactions under the liquidity contract

As of June 30, 2022, the Group held 148,752 shares in treasury (678,176 as of December 31, 2021, of which 645,230 under the share buyback program and 32,946 under the liquidity contract) which can be analyzed as follows:

4.1.2.1 Share buybacks

During first-half 2022, the Group acquired 450,000 shares, at a cost of €38.1 million.

As of June 30, 2022, the Group held 34,019 shares, acquired at a total cost of €2.8 million. These shares are being held for allocation, upon exercise of performance share plans.

4.1.2.2 Liquidity contract

The Group has appointed a financial institution to maintain a liquid market for its shares on the Euronext™ Paris market under a liquidity contract. This contract is compliant with the AMF decision on July 2, 2018, relating to the establishment

of liquidity contracts on equity securities under accepted market practice.

As of June 30, 2022, the Group held 114,733 shares under this contract, purchased at a total cost of €8.3 million.

During first-half 2022, transactions under the liquidity contract led to a cash outflow of €6.8 million corresponding to the net purchase of 81,787 shares.

4.1.3 Earnings per share

Basic earnings per share are calculated by dividing net profit attributable to the Group by the weighted average number of ordinary shares outstanding (excluding shares held in treasury) during the period.

Diluted earnings per share are calculated according to the treasury stock method, by dividing profit attributable to the Group by the weighted average number of ordinary shares outstanding (excluding shares held in treasury) during the period, plus the number of dilutive potential ordinary shares. The weighted average number of ordinary shares outstanding used in these calculations is adjusted for the share buybacks and sales carried out during the period.

Basic and diluted earnings per share, calculated on the basis of the average number of ordinary shares outstanding during the period, are as follows:

6 months ended
June 30, 2022 June 30, 2021
Net profit attributable to the Group (in € millions) A 548.1 481.3
Average number of shares (excluding shares held in treasury) B 266,545,461 266,923,173
Average dilution from:
- Performance shares 2,135,448 2,197,164
Average number of shares after dilution (excluding shares held in treasury) C 268,680,909 269,120,337
Number of stock options and performance share grants outstanding at the period
end
1,888,054 1,818,926
Sales (buybacks) of shares and transactions under the liquidity contract (net during
the period)
(531,787) (1,167,074)
Shares transferred during the period under performance share plans 431,211 582,035
Basic earnings per share (in euros) A/B 2.056 1.803
Diluted earnings per share (in euros) A/C 2.040 1.788
Dividend per share (in euros) 1.650 1.420

As mentioned above, during first-half 2022, the Group:

  • transferred 431,211 shares under performance share plans, out of the 415,981 shares bought back in first-half 2022 and 15,230 shares bought back from previous years for this purpose; and
  • purchased a net 81,787 shares under the liquidity contract.

These movements were taken into account on an accruals basis in the computation of the average number of ordinary shares outstanding during the period, in accordance with IAS 33. If the shares had been issued and bought back on January 1, 2022, earnings per share and diluted earnings per share would have amounted to €2.055 and €2.043 respectively for the 6 months ended June 30, 2022.

During first-half 2021, the Group:

■ transferred 582,035 shares under performance share plans, out of the 554,355 shares bought back in first-half 2021 and 27,680 bought back from previous years for this purpose; and

.................................... . .................................... . ........... .. . ........... .. . ............. .

............. .

■ sold a net 32,926 shares under the liquidity contract.

These movements were taken into account on an accruals basis in calculating the average number of ordinary shares outstanding during the period, in accordance with IAS 33. If the shares had been issued and bought back on January 1, 2021, basic earnings per share and diluted earnings per share would have amounted to €1.804 and €1.789 respectively for the 6 months ended June 30, 2021.

4.2 STOCK OPTION PLANS AND PERFORMANCE SHARE PLANS

The cost of stock options or performance shares is measured at the fair value of the award on the grant date, using the Black & Scholes option pricing model or the binomial model, and is recognized in the income statement under personnel costs on a straight-line basis over the vesting period with a corresponding adjustment to equity. Changes in the fair value of stock options after the grant date are not taken into account.

The expense recognized by crediting equity is adjusted at each period-end during the vesting period to take into account changes in the number of shares that are expected to be delivered to employees when the performance shares vest or the stock options are exercised, except for the number of shares related to the share price performance criteria.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.2.1 Performance share plans

2018 Plans 2019 Plans 2020 Plans 2021 Plans 2022 Plans
Date approved by shareholders May 30, 2018 May 30, 2018 May 30, 2018 May 26, 2021 May 26, 2021
Grant date May 30, 2018 May 29, 2019 May 26, 2020 May 26, 2021 May 25, 2022
Total number of performance
share rights initially granted
524,123 (1) 617,818 461,861 491,477 514,981
o/w to Executive Officer 19,546 (1) 22,954 11,544 20,544 22,534
- Benoît Coquart 19,546 22,954 11,544 20,544 22,534
Total IFRS 2 expense (in €
millions)
28.5 (2) 31.0 (2) 22.8 (2) 35.2 (2) 31.9 (2)
June 16, 2021 (3) June 16, 2022 (3) June 16, 2023 (3) June 14, 2024 (3) June 11, 2025 (3)
End of vesting period June 16, 2022 (4) June 16, 2023 (4) June 14, 2024 (4) June 12, 2025 (4) June 11, 2026 (4)
May 31, 2023 (3) May 31, 2024 (3) May 28, 2025 (3) May 27, 2026 (3) May 26, 2027 (3)
End of lock-up period June 16, 2022 (4) June 16, 2023 (4) June 14, 2024 (4) June 12, 2025 (4) June 11, 2026 (4)
Number of performance shares
adjusted for the performance
criteria fulfillment
(37,046) (5) (2,416) (6) 0 0 0
Number of performance share
rights cancelled or forfeited
(96,365) (65,015) (22,042) (14,470) 0
Number of performance shares
acquired as of June 30, 2022
(390,712) (93,274) (866) 0 0
PERFORMANCE SHARE
RIGHTS OUTSTANDING AS
OF JUNE 30, 2022
0 457,113 438,953 477,007 514,981

The following performance share plans were approved by the Company's Board of Directors:

(1) Given the dividend distribution features approved at the General Meetings of Shareholders on May 30, 2018 and on May 29, 2019, the number of remaining performance shares was adjusted to take into account the impact of these transactions on the interests of performance share beneficiaries in accordance with article L.228-99 of the French Commercial Code.

(2) Total charge estimated at the grant date assuming 100% achievement for each performance criteria. This charge is spread over the vesting periods.

(3) Date applicable to the Executive Officer and members of the Executive Committee.

(4) Date applicable to beneficiaries other than the Executive Officer and members of the Executive Committee.

(5) Percentage of performance criteria achievement: see Note 4.2.1.3 of the consolidated financial statements for the year ended at December 31, 2021.

(6) Adjustments estimated at the date when the consolidated financial statements were prepared.

If all the performance shares from the 2019 to 2022 plans were to be granted (i.e., 1,888,054 shares) and if those shares were transferred following capital increases, the Company's capital would be diluted by 0.7% as of June 30, 2022.

4.2.1.1 2018, 2019, 2020, 2021 and 2022 performance share plans

The final number of shares granted to beneficiaries is determined on the condition that the beneficiary is present within the Group at the time the vesting period expires and according to several performance criteria.

For the Executive Officer and members of the Executive Committee, the term of the vesting period is three years, with an additional two-year holding period; for other beneficiaries, the vesting period is four years, with no holding period

Performance criteria applicable to the Executive Officer and members of the Executive Committee

.................................... . .................................... . ........... .. . ........... .. . ............. .

............. .

The performance criteria applicable to the Executive Officer and members of the Executive Committee are defined as follows:

Type of performance criteria Description of performance criteria
and target-setting method
Weight of
performance
criteria
Target for organic sales growth Target: 3-year arithmetic mean of the upper and lower bounds of the
annual target ranges concerned.
Comparison between the target and the average achievement over
three years.
1/4
Target for adjusted operating margin
before acquisitions(1)
Target: 3-year arithmetic mean of the upper and lower bounds of the
annual target ranges concerned.
Comparison between the target and the average achievement over
three years.
1/4
Annual rates of achievement of the Group's
CSR roadmap
Target: arithmetic mean over 3 years of the annual
CSR roadmap achievement rates.
1/4
Legrand's share price performance relative
to the performance of the CAC 40 index
Performance gap between Legrand's share price and the CAC 40 index
over a 3-year period.
1/4

(1) The adjusted operating margin before acquisitions corresponds to the adjusted operating profit (see key figures)

Performance criteria applicable to beneficiaries other than the Executive Officer and members of the Executive Committee

The performance criteria applicable to beneficiaries other than the Executive Officer and members of the Executive Committee are defined as follows:

Type of performance
criteria
Description of performance criteria
and target-setting method
Weight of
performance
criteria
Target for organic sales growth The target to be reached for this criterion, set annually corresponds to the lower and
upper ranges of the relevant annual target. The annual rate of achievement is
measured in relation to the annual target. The final pay-out rate for this criterion
corresponds to the arithmetic average over a three-year period of the annual rates of
achievement.
1/3
Target for adjusted operating
margin before acquisitions(1)
The target to be reached for this criterion, set annually corresponds to the lower and
upper ranges of the relevant annual target. The annual rate of achievement is
measured in relation to the annual target. The final pay-out rate for this criterion
corresponds to the arithmetic average over a three-year period of the annual rates of
achievement.
1/3
Annual rates of achievement of
the Group's CSR roadmap
The annual rate of achievement corresponds to the rate of achievement of the CSR
annual roadmap.
The final pay-out rate for this criterion corresponds to the arithmetic average over a
three-year period of the annual rates of attainment.
1/3

(1) The adjusted operating margin before acquisitions corresponds to the adjusted operating profit (see key figures).

The final pay-out rate for each criterion corresponds to the arithmetic average over a three-year period of the annual achievement rates.

4.2.2 Share-based payments (IFRS 2 expense)

In accordance with IFRS 2, an expense of €14.6 million was recorded in first-half 2022 (€15.2 million in first-half 2021) for all of these plans combined.

4.3.2 Translation reserves

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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4.3 RETAINED EARNINGS AND TRANSLATION RESERVES

4.3.1 Retained earnings

The Group's consolidated retained earnings as of June 30, 2022 amounted to €5,425.0 million.

As of the same date, the Company had retained earnings including profit for the period of €1,040.7 million available for distribution.

Assets and liabilities of Group entities whose functional currency is different from the presentation currency are translated using the exchange rate at the balance sheet date. Statements of income are translated using the average exchange rate for the period. Gains or losses arising from the translation of the financial statements of foreign subsidiaries are recognized directly in equity under "Translation reserves", until the potential Group's loss of control over the entity.

Translation reserves record the impact of fluctuations in the following currencies:

(in € millions) June 30, 2022 December 31, 2021
US dollar 361.2 (13.7)
Other currencies (524.1) (608.1)
TOTAL (162.9) (621.8)

The Group operates in close to 90 countries. It is mainly exposed to a dozen currencies other than the euro and the US dollar, including the Australian dollar, Brazilian real, British pound, Chilean peso, Chinese yuan, Indian rupee, Mexican peso, Russian ruble and Turkish lira.

Under IFRS 9, non-derivative financial instruments may be designated as hedges only when they are used to hedge foreign currency risk and provided that they qualify for hedge accounting.

Accordingly, in the case of hedges of a net investment in a foreign operation, the portion of the gain or loss on the hedging instrument that is deemed to be an effective hedge is recognized in equity.

The counterpart of the Yankee debt increase amounting to €26.8 million in first-half 2022, was recorded as a decrease in conversion reserves. As of June 30, 2022, a total balance of €90.5 million was recorded as a decrease in conversion reserves, under the Yankee loan.

Finally, in accordance with IAS 21, translation gains and losses on receivables or payables considered as part of a net investment in a foreign Group entity are recognized in translation reserves. Gains recognized in translation reserves in first-half 2022 amounted to €2.8 million, resulting in a positive balance of €14.0 million as of June 30, 2022.

4.4 PROVISIONS

Changes in provisions in first-half 2022 can be analyzed as follows:

June 30, 2022
(in € millions) Product
warranties
Claims and
litigation
Tax and
employee risks
Restructuring Other Total
At the beginning of the period 52.4 126.1 43.6 38.0 72.3 332.4
Changes in scope of consolidation 0.0 0.0 0.0 0.0 0.0 0.0
Increases 9.2 47.4 3.0 7.4 3.4 70.4
Utilizations (4.6) (12.0) (0.9) (12.2) (7.0) (36.7)
Reversals of surplus provisions (5.6) (15.9) 0.0 0.0 (0.3) (21.8)
Reclassifications 0.0 0.1 (0.3) 0.0 (0.1) (0.3)
Translation adjustments 1.3 1.9 2.1 1.7 4.9 11.9
AT THE END OF THE PERIOD 52.7 147.6 47.5 34.9 73.2 355.9
Of which non-current portion 29.2 120.6 15.4 3.6 58.2 227.0

.................................... . .................................... . ........... .. . ........... .. . ............. .

............. .

Changes in provisions in 2021 were as follows:

December 31, 2021
(in € millions) Product
warranties
Claims and
litigation
Tax and
employee risks
Restructuring Other Total
At the beginning of the period 52.0 127.4 40.8 36.6 71.3 328.1
Changes in scope of consolidation
Increases
(0.1)
15.3
0.2
25.9
(1.5)
8.3
-
20.9
1.9
25.4
0.5
95.8
Utilizations (7.9) (16.5) (5.3) (19.3) (23.4) (72.4)
Reversals of surplus provisions (8.0) (12.7) - (1.3) (5.3) (27.3)
Reclassifications - - (0.3) - - (0.3)
Translation adjustments 1.1 1.8 1.6 1.1 2.4 8.0
AT THE END OF THE PERIOD 52.4 126.1 43.6 38.0 72.3 332.4
Of which non-current portion 31.8 85.3 13.2 3.7 62.6 196.6

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4.5.1 Pension and other post-employment benefit obligations

Group companies operate various pension plans. The plans are funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined contribution and defined benefit plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Contributions are recognized as an expense for the period of payment. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in current and prior periods.

A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and end-of-career salary.

The liability recognized in the balance sheet for defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets. The past service cost arising from changes to pension benefit plans is expensed in full as incurred.

In accordance with IAS 19, the Group recognizes all actuarial gains and losses outside profit or loss, in the consolidated statement of comprehensive income.

Defined benefit obligations are calculated using the projected unit credit method. This method takes into account estimated years of service at retirement, final salaries, life expectancy and staff turnover, based on actuarial assumptions. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of investment grade corporate bonds that are denominated in the currency in which the benefits will be paid and have terms to maturity approximating the period to payment of the related pension liability.

Some Group companies provide post-employment healthcare benefits to their retirees. Entitlement to these benefits is usually conditional on the employee remaining with one of these Group companies up to retirement age and completion of a minimum service period. These benefits are treated as post-employment benefits under the defined benefit scheme.

Pension and other post-employment defined benefit obligations can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
France (Note 4.5.1.2) 79.2 103.6
Italy (Note 4.5.1.3) 27.2 33.9
United Kingdom (Note 4.5.1.4) 91.7 123.4
United States (Note 4.5.1.5) 70.8 75.7
Other countries 56.5 53.7
TOTAL PENSION AND OTHER POST-EMPLOYMENT DEFINED BENEFIT
OBLIGATIONS 325.4 390.3

4.5.1.1 Analysis of pension and other post-employment defined benefit obligations

The total (current and non-current) obligation under the Group's pension and other post-employment defined benefit plans, consisting primarily of plans in France, Italy, the United States and United Kingdom, is as follows:

(in € millions) June 30, 2022 December 31, 2021
Defined benefit obligation
Projected benefit obligation at the beginning of the period 390.3 386.8
Service cost 4.9 10.0
Interest cost 3.4 5.6
Benefits paid or unused (11.1) (19.6)
Employee contributions 0.2 0.4
Actuarial losses/(gains) (68.0) (24.8)
Curtailments, settlements, special termination benefits 0.0 (0.8)
Translation adjustments 5.6 15.1
Other 0.1 17.6
PROJECTED BENEFIT OBLIGATION AT THE END OF THE PERIOD 325.4 390.3
Fair value of plan assets
Fair value of plan assets at the beginning of the period 231.2 207.8
Expected return on plan assets 2.3 3.8
Employer contributions 4.2 8.5
Employee contributions 0.4 0.4
Benefits paid (6.1) (11.6)
Actuarial (losses)/gains (32.7) 7.6
Translation adjustments 6.5 14.7
Other 0.0 0.0
FAIR VALUE OF PLAN ASSETS AT END OF PERIOD 205.8 231.2
PROVISION RECOGNIZED IN THE BALANCE SHEET 133.2 175.7
Current liability 4.5 5.0
Non-current liability 128.7 170.7
Non-current asset 13.6 16.6

Actuarial losses recognized in equity in first-half 2022 amounted to €35.3 million.

These €35.3 million actuarial gains resulted from:

  • €37.0 million in gains from changes in financial assumptions;
  • €0.1 million in losses from changes in demographic assumptions; and
  • €1.6 million in experience losses.

The discount rates used are determined by reference to the yield on high-quality bonds based on the following benchmark indices:

.................................... . .................................... . ........... .. . ........... .. . ............. .

............. .

  • Euro zone: iBoxx € Corporates AA 10+;
  • United Kingdom: iBoxx £ Corporates AA 15+;
  • United States: Citigroup Pension Liability Index.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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The impact of service costs and interest costs on profit before tax for the period is as follows:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Service cost (4.9) (4.5)
Net interest cost* (1.1) (0.8)
TOTAL (6.0) (5.3)

* The expected return on assets and interest costs are presented as a net amount in financial expenses.

The weighted average allocation of pension plan assets is as follows as of June 30, 2022:

(as a percentage) United Kingdom United States
Equity instruments 57.8 59.4
Debt instruments 32.5 29.4
Insurance funds 9.7 11.2
TOTAL 100.0 100.0

These assets are marked to market.

4.5.1.2 Provisions for retirement benefits and supplementary pension benefits in France

The provisions recorded in the consolidated balance sheet concern the unvested entitlements of active employees. The Group has no obligation with respect to the vested entitlements of former employees, as the benefits were settled at the time of their retirement, either directly or through payments to insurance companies in full discharge of the liability.

The main defined benefit plan applicable in France concerns statutory length-of-service awards, under which all retiring employees are eligible for a lump-sum payment calculated according to their length of service. This payment is defined either in the collective bargaining agreement to which their company is a party or in a separate company-level agreement, whichever is more advantageous to the employee. The amount generally varies depending on the employee category (manager/non-manager).

In France, provisions recorded in the consolidated balance sheet amounted to €79.2 million as of June 30, 2022 (€103.6 million as of December 31, 2021) corresponding to the difference between the projected benefit obligation of €79.2 million as of June 30, 2022 (€103.6 million as of December 31, 2021), and the fair value of the related plan assets of €0.0 million as of June 30, 2022 (€0.0 million as of December 31, 2021).

The projected benefit obligation is calculated based on staff turnover and mortality assumptions, estimated rates of salary increases and an estimated discount rate. In France, the calculation in 2022 was based on a salary increase rate of 2.8% and a discount rate of 3.3% (respectively 2.8% and 1.2% in 2021).

4.5.1.3 Provisions for termination benefits in Italy

In Italy, a termination benefit is awarded to employees regardless of the reason for their departure.

Since January 1, 2007, such benefits have been paid either into an independently managed pension fund or to the Italian social security service (INPS). As from that date, the Italian termination benefit plans have been qualified as defined contribution plans under IFRS. Termination benefit obligations arising prior to January 1, 2007 continue to be accounted for under IFRS as defined benefit plans, based on revised actuarial estimates that exclude the effect of future salary increases.

The resulting provisions for termination benefits, which correspond to the obligation as of December 31, 2006 plus the ensuing actuarial revisions, amounted to €27.2 million as of June 30, 2022 (€33.9 million as of December 31, 2021).

The calculation for first-half 2022 was based on a discount rate of 3.1% (0.4% in 2021).

4.5.1.4 Provisions for retirement benefits and other post-employment benefits in the United Kingdom.

The UK plan is a trustee-administered plan governed by article 153 of the 2004 Finance Act, and is managed in a legal entity outside of the Group.

Benefits are paid directly out of funds consisting of contributions paid by the company and by plan participants.

The plan has been closed to new entrants since May 2004.

Active plan participants account for 1.5% of the projected benefit obligation, participants who are no longer accumulating benefit entitlements for 37.6% and retired participants for 60.9%.

The provisions recorded in the consolidated balance sheet amounted to €1.6 million as of June 30, 2022 (€13.3 million as of December 31, 2021) corresponding to the difference between the projected benefit obligation of €91.7 million as of June 30, 2022 (€123.4 million as of December 31, 2021) and the fair value of the related plan assets of €90.1 million as of June 30, 2022 (€110.1 million as of December 31, 2021).

The projected benefit obligation is calculated based on staff turnover and mortality assumptions, estimated rates of salary increases and an estimated discount rate. The calculation in 2022 was based on a salary increase rate of 4.8% and a discount rate and an expected return on plan assets of 3.4% (respectively 4.7% and 1.7% in 2021).

4.5.1.5 Provisions for retirement benefits and other post-employment benefits in the United States

In the United States, the Group provides pension benefits for employees and health care and life insurance for certain retired employees.

The Legrand North America Retirement Plan is covered by a plan document in force since January 2002 that was last amended in January 2008. The minimum funding requirement is determined based on Section 430 of the Internal Revenue Code.

To meet its obligations under the plan, the Group has set up a trust with Prudential Financial, Inc. The trust assets include several different investment funds. The current trustee is Legrand North America. The Wiremold Company is the Plan Administrator and the Custodian is Prudential Financial, Inc.

The plan has been closed to new entrants since August 2006 for salaried employees and since April 2009 for hourly employees. Since January 1, 2018, active plan participants can no longer cumulate new rights.

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Active plan participants account for 9.9% of the projected benefit obligation, other participants who are no longer accumulating benefit entitlements for 20.5% and retired participants for 69.6%.

The funding policy consists of ensuring that the legal minimum funding requirement is met at all times.

The provisions recorded in the consolidated balance sheet amounted to €0.0 million as of June 30, 2022 (€0.0 million as of December 31, 2021) reflecting the fact that the fair value of the plan assets is higher than the value of the projected benefit obligation.

The calculation in first-half 2022 was based on a discount rate and an expected return on plan assets of 4.1% (2.5% in 2021).

4.5.2 Other long-term employee benefits

The Group implemented cash-settled long-term employee benefit plans for employees deemed to be key for the Group, subject to the grantees' continued presence within the Group after a vesting period of three years.

In addition to the grantee still being present within the Group, these plans can, in certain cases, depend on the Group's achievement of future economic performance conditions.

Due to their gradual replacement by equity-settled long-term employee benefit plans detailed in Note 4.2.1, these plans no longer represent material amounts in the Group's financial statements.

4.6 LONG-TERM AND SHORT-TERM BORROWINGS

The Group actively manages its debt through diversified sources of financing available to support its medium-term business growth while guaranteeing a robust financial position over the long term.

Negotiable commercial paper

Legrand France has a short-term marketable securities program (NEU CP) whose package was increased from €700.0 million to €1,200.0 million on March 25, 2020.

A medium-term marketable securities program (NEU MTN) was opened on March 18, 2021 with a package of €1,200.0 million.

Bonds

In April 2012, the Group carried out a €400.0 million 3.375% ten-year bond issue. The bonds were redeemed at maturity on April 19, 2022.

In December 2015, the Group carried out a €300.0 million 1.875% twelve-year bond issue. The bonds will be redeemable at maturity on December 16, 2027.

In July 2017, the Group carried out a bond issue for a total of €1.0 billion, in two tranches of €500.0 million each, with maturities of seven and fifteen years. The respective maturity dates of these two tranches are July 6, 2024 and July 6, 2032 and their annual coupons are respectively 0.750% and 1.875%.

In October 2017, the Group carried out a €400.0 million 0.5% six-year bond issue. The bonds will be redeemable at maturity on October 9, 2023.

In March 2018, the Group carried out a €400.0 million 1.0% eight-year bond issue. The bonds will be redeemable at maturity on March 6, 2026.

In June 2019, the Group carried out a €400.0 million 0.625% nine-year bond issue. The bonds will be redeemable at maturity on June 24, 2028.

In May 2020, the Group carried out a €600.0 million 0.75% ten-year bond issue. The bonds will be redeemable at maturity on May 20, 2030.

In October 2021, the Group carried out its first sustainabilitylinked bond issue indexed to its carbon neutrality metrics. The 0.375% ten-year bonds were issued for a total amount of €600 million and will be redeemable at maturity on October 6, 2031.

The issue is indexed to the Group's carbon trajectory by applying a potential additional coupon of 0.50% over the only last year in which the bond reaches maturity, in the event that the related objectives are not achieved.

Yankee bonds

On February 14, 1995, Legrand France issued \$400.0 million worth of 8.5% debentures due February 15, 2025, through a public placement in the United States. Interest on Yankee bonds is payable semi-annually on February 15 and August 15 of each year, beginning August 15, 1995.

A number of Yankee bondholders offered to sell their securities to the Group. Acting on this offer, the Group decided to acquire Yankee bonds:

  • in 2013, with an aggregate face value of \$6.5 million,
  • in 2020, with an aggregate face value of \$18.6 million,
  • In 2021, with an aggregate face value of \$27.5 million,
  • In 2022, with an aggregate face value of \$15.1 million.

The acquired debentures were subsequently cancelled.

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2011 Credit Facility

In October 2011, the Group signed a Credit Facility with six banks to set up a €900.0 million revolving multicurrency credit line for a five-year period with two successive oneyear period renewal options. As per this contract, the margin applied to market rates is determined on the basis of the Group's credit rating.

In July 2014, the Group signed an agreement that amends and extends this Credit Facility with all banks party to this contract. This agreement extends the maximum maturity of the €900.0 million revolving credit line by three years, i.e., up to July 2021, including two successive one-year period extension options, and at improved financing terms compared with October 2011.

In December 2019, the Group signed a new agreement that amends and extends this Credit Facility with all banks party to this contract.

Following this agreement, the maturity of the €900.0 million revolving credit line is extended up to December 2026.The margin applied to market rates is still determined on the basis of the Group's credit rating, but it will be increased or decreased each year according to the Group yearly achievement rate on its CSR roadmap.

The 2011 Credit Facility does not contain any covenants.

As of June 30, 2022, the Credit Facility had not been drawn down.

4.6.1 Long-term borrowings

Long-term borrowings are initially recognized at fair value, taking into account any transaction costs directly attributable to the issue, and are subsequently measured at amortized cost, using the effective interest method.

Long-term borrowings can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Negotiable commercial paper 165.0 220.0
Bonds 3,700.0 3,700.0
Yankee bonds 317.8 304.1
Lease financial liabilities 225.4 217.0
Other borrowings 65.9 64.1
Long-term borrowings excluding debt issuance costs 4,474.1 4,505.2
Debt issuance costs (17.4) (19.3)
TOTAL 4,456.7 4,485.9

............. . ............. . ............. . CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

No guarantees have been given with respect to these borrowings.

Long-term borrowings (excluding debt issuance costs) as of June 30, 2022 can be analyzed by maturity as follows:

(in € millions) Negotiable
commercial paper
Bonds Yankee
bonds
Lease financial
liabilities
Other
borrowings
Due in one to two years 115.0 400.0 0.0 54.7 37.8
Due in two to three years 50.0 500.0 317.8 42.5 9.6
Due in three to four years 0.0 400.0 0.0 32.7 7.3
Due in four to five years 0.0 0.0 0.0 24.8 11.2
Due beyond five years 0.0 2,400.0 0.0 70.7 0.0
LONG-TERM BORROWINGS
EXCLUDING DEBT ISSUANCE COSTS
165.0 3,700.0 317.8 225.4 65.9

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Long-term borrowings (excluding debt issuance costs) as of December 31, 2021 can be analyzed by maturity as follows:

(in € millions) Negotiable
commercial paper
Bonds Yankee
bonds
Lease financial
liabilities
Other
borrowings
Due in one to two years 155.0 400.0 0.0 51.2 10.7
Due in two to three years 65.0 500.0 0.0 39.0 37.4
Due in three to four years 0.0 0.0 304.1 30.0 9.0
Due in four to five years 0.0 400.0 0.0 23.3 7.0
Due beyond five years 0.0 2,400.0 0.0 73.5 0.0
LONG-TERM BORROWINGS
EXCLUDING DEBT ISSUANCE COSTS
220.0 3,700.0 304.1 217.0 64.1

Average interest rates on borrowings are as follows:

6 months and 12 months ended
June 30, 2022 December 31, 2021
Negotiable commercial paper (0.05%) (0.20%)
Bonds 1.00% 1.15%
Yankee bonds 8.50% 8.50%
Lease financial liabilities 2.42% 2.49%
Other borrowings 3.63% 3.04%

4.6.2 Short-term borrowings

Short-term borrowings can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Negotiable commercial paper 975.0 320.0
Bonds 0.0 400.0
Lease financial liabilities 70.4 62.2
Other borrowings 29.6 44.4
TOTAL 1,075.0 826.6

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4.6.3 Changes in long-term and short-term borrowings

Cash Variations not impacting cash flows
(in € millions) June 30, 2022 flows Acquisitions Reclassifications Translation
adjustments
Other December 31, 2021
Long-term borrowings 4,456.7 97.8 0.9 (204.2) 38.2 38.1 4,485.9
Short-term borrowings 1,075.0 40.0 0.2 204.2 4.4 (0.4) 826.6
Gross financial debt 5,531.7 137.8 1.1 0.0 42.6 37.7 5,312.5

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

4.7 DEFERRED TAXES

In accordance with IAS 12, deferred taxes are recognized for temporary differences between the tax bases of assets and liabilities and their carrying amount in the consolidated balance sheet.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled.

Deferred tax assets and deferred tax liabilities are offset when the entity has a legally enforceable right of offset and they relate to income taxes levied by the same taxation authority.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The recognized deferred tax assets are expected to be utilized no later than five years from the period-end.

The timing of expected reversal of deferred taxes can be analyzed as follows:

(in € millions) December 31, 2021
Deferred tax assets (liabilities) reversing in the short term 102.4 90.8
Deferred tax assets (liabilities) reversing in the long term (897.8) (841.0)
TOTAL (795.4) (750.2)

Tax losses carried forward break down as follows:

(in € millions) December 31, 2021
Recognized operating losses carried forward 27.7 14.4
Recognized deferred tax assets 6.6 3.5
Unrecognized operating losses carried forward 138.5 125.6
Unrecognized deferred tax assets 29.9 27.0
Total net operating losses carried forward 166.2 140.0

4.8 OTHER CURRENT LIABILITIES

Other current liabilities can be analyzed as follows:

(in € millions) June 30, 2022 December 31, 2021
Taxes other than income tax 132.8 89.9
Accrued employee benefits expense 323.4 345.4
Statutory and discretionary profit-sharing reserve 17.4 38.0
Payables related to fixed asset purchases 16.6 29.5
Accrued expenses 188.4 164.1
Accrued interest 32.0 36.5
Deferred revenue 40.1 33.7
Other current liabilities 31.8 37.2
TOTAL 782.5 774.3

NOTE 5 - OTHER INFORMATION

5.1 FINANCIAL INSTRUMENTS AND MANAGEMENT OF FINANCIAL RISKS

5.1.1 Financial instruments

5.1.1.1 Impact of financial instruments

6 months ended
June 30, 2022 June 30, 2021
Impact on equity
(in € millions) Impact on financial
profit (loss)
Fair value Translation
adjustment
Impact on financial
profit (loss)
Impact on equity
Other investments 0.0 0.0
Trade receivables (0.2) (0.7)
Cash and cash equivalents 4.5 47.5 2.4 12.9
Trade payables 0.0 0.0
Borrowings (39.4) (26.8) (37.0) (10.3)
Derivatives 2.1 42.1 0.0 8.9 (5.6)
TOTAL (33.0) 42.1 20.7 (26.4) (3.0)

In accordance with IFRS 9, other investments are valued at fair value through equity. Therefore, changes in the fair value of other investments only impact the consolidated balance sheet and the consolidated statement of comprehensive income.

In 2021, the Group subscribed to a rate hedging instrument for future financing. As of June 30, 2022, this instrument with a fair value of €47.1 million (€5.0 million at December 31, 2021) was recognized as other financial assets through equity as counterpart for the variation of €42.1 million (cash flow hedge recognition).

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Yankee bonds denominated in US dollars are treated as net investment hedges (see Note 4.3.2).

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June 30, 2022 December 31, 2021
Carrying Amortized Fair Levels of valuation
(in € millions) amount cost value Level 1 (1) Level 2 (2) Level 3 (3) Carrying amount
ASSETS
Non-current assets
Other investments 1.4 1.4 1.4 2.4
Other non-current assets 61.4 47.8 13.6 61.4 62.6
TOTAL NON-CURRENT ASSETS 62.8 47.8 15.0 0.0 61.4 1.4 65.0
Current assets
Trade receivables 1,058.1 1,058.1 1,058.1 728.5
Other current financial assets 49.4 49.4 49.4 6.4
Cash and cash equivalents 2,669.9 2,669.9 2,669.9 2,788.3
TOTAL CURRENT ASSETS 3,777.4 1,058.1 2,719.3 0.0 3,777.4 0.0 3,523.2
EQUITY AND LIABILITIES
Non-current liabilities
Long-term borrowings 4,456.7 439.2 3,720.7 3,720.7 439.2 (0.3) 4,485.9
TOTAL NON-CURRENT LIABILITIES 4,456.7 439.2 3,720.7 3,720.7 439.2 (0.3) 4,485.9
Current liabilities
Short-term borrowings 1,075.0 1,075.0 1,075.0 826.6
Trade payables 908.6 908.6 908.6 810.5
Other current financial liabilities 0.1 0.1 0.1 0.0
TOTAL CURRENT LIABILITIES 1,983.7 1,983.6 0.1 0.0 1,983.7 0.0 1,637.1

5.1.1.2 Breakdown of balance sheet items by type of financial instrument

(1) Level 1: quoted prices on an active market.

(2) Level 2: calculations made from directly observable market data.

(3) Level 3: calculations made from non-observable market data.

In accordance with IFRS 13, fair value measurement takes counterparty default risk into account.

In light of the Group's credit rating, the measurement of other current financial liabilities is subject to insignificant credit risk.

5.1.2 Management of financial risks

The Group's cash management strategy is based on overall financial risk management principles and involves taking specific measures to manage the risks associated with interest rates, exchange rates, commodity prices and the investment of available cash. The Group does not conduct any trading in financial instruments, in line with its policy of not carrying out any speculative transactions. All transactions involving derivative financial instruments are conducted with the sole purpose of managing interest rate, exchange rate and commodity risks and as such are limited in duration and value.

This strategy is centralized at Group level. Its implementation is deployed by the Financing and Treasury Department which recommends appropriate measures and implements them after they have been validated by the Corporate Finance Department and Group management. A

detailed reporting system has been set up to enable permanent close tracking of the Group's positions and effective oversight of the management of the financial risks.

This strategy is described in Note 5.1.2 to the consolidated financial statements for the year ended December 31, 2021.

5.1.3 Climat risk management

The Group considered the challenges of climate change in the preparation of its financial statements.

Thus, as part of the management of climate-related risks and opportunities, the Group has set up a specific governance and has assessed the risks and opportunities related to climate issues, in particular through the realization of a risk mapping in 2020 in partnership with an expert firm.

During this mapping:

  • a systematic review of Legrand's activities and value chain in relation to climate risks was carried out taking into account the direct and indirect impacts of physical and transition risks;
  • a prioritisation of risks and opportunities has been carried out according to the financial impact and the probability of occurrence, in accordance with the

Group's risk management framework. The financial impact was estimated on the basis of Legrand's activity, financial data and forward-looking reports and scenarios of the likely impact of climate change (ILO, IEA or sector reports).

Thus, 19 risks and opportunities were identified:

  • 9 transition risks and significant opportunities have been identified; and
  • 10 moderate or minor risks & opportunities have been identified.

A detailed analysis of the physical risks associated with climate change was carried out. This analysis shows a low sensitivity of the Group.

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Based on these analyses, no material impact related to climate change issues is expected in the short or medium term. In particular, these climate issues are not likely to modify the Group's various business plans.

For more information, readers are invited to refer to the note 4.4 of chapter 4 of the Universal Registration Document, filed with the AMF on April 6, 2022 under no.D.22-0245 where are commented the actions to limit the environmenntal impact.

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5.2 OFF-BALANCE SHEET COMMITMENTS

5.2.1 Specific transactions

Specific commitments and their expiry dates are discussed in the following notes:

  • Note 3.4: Right-of-use assets; and
  • Note 4.5.1: Pension and other post-employment benefit obligations.

5.2.2 Routine transactions

5.2.2.1 Financial guarantees

(in € millions) June 30, 2022 December 31, 2021
Guarantees given to banks 89.6 115.6
Guarantees given to other organizations 45.2 45.1
TOTAL 134.8 160.7

Most of these guarantees are given by the Company to banks for Group subsidiaries located outside of France.

5.2.2.2 Lease contracts outside IFRS 16 scope

As of June 30, 2022, the Group holds short-term or low value lease contracts which are outside IFRS 16 scope.

These lease contracts relate mostly to low value assets. The resulting future minimum rental commitments are not material as of June 30, 2022.

5.2.2.3 Commitments to purchase property, plant and equipment

Commitments to purchase property, plant and equipment amounted to €32.9 million as of June 30, 2022.

5.3 CLAIMS AND CONTINGENT LIABILITIES

The Group is involved in a number of claims and legal proceedings arising in the normal course of business. In the opinion of management, all such matters have been adequately provided for, being specified that no provision is recorded for claims and legal proceedings for which the Group considers that the provision recognition criteria under IFRS are not met.

On July 4, 2022, Legrand received a statement of objections (notification de griefs) from the French Competition Authority (Autorité de la concurrence), concerning the derogation mechanism with its distributors on the French market. Legrand is committed to strictly complying with all applicable legislation and intends to fully exercise its rights in the upcoming proceedings.

5.4 SUBSEQUENT EVENTS

Legrand is continuing his strategy of targeted external growth with the acquisition of Voltadis1 , 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.

1 Subject to standard conditions precedent.

............. . ............. . ............. . CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2022

5.5 KEY FIGURES RECONCILIATION

Reconciliation of adjusted operating profit with profit for the period:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Profit for the period 548.4 481.2
Share of profits (losses) of equity-accounted entities 0.0 0.0
Income tax expense 202.9 191.7
Exchange (gains) / losses (0.6) 0.9
Financial income (5.1) (3.3)
Financial expense 43.8 45.7
Operating profit 789.4 716.2
Amortization & depreciation of revaluation of assets at the time of acquisitions and
other P&L impacts relating to acquisitions
48.4 45.2
Impairment of goodwill 0.0 0.0
Adjusted operating profit 837.8 761.4

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Reconciliation of cash flow from operations, free cash flow and normalized free cash flow with profit for the period:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Profit for the period 548.4 481.2
Adjustments for non-cash movements in assets and liabilities:
Depreciation, amortization and impairment 164.6 152.3
Changes in other non-current assets and liabilities and long-term deferred taxes 68.7 64.3
Unrealized exchange (gains)/losses 5.2 3.6
(Gains)/losses on sales of assets, net 0.0 (3.4)
Other adjustments 0.0 (0.2)
Cash flow from operations 786.9 697.8
Decrease (Increase) in working capital requirement (406.5) (76.1)
Net cash provided from operating activities 380.4 621.7
Capital expenditure (including capitalized development costs) (61.5) (58.7)
Net proceeds from sales of fixed and financial assets 2.0 8.3
Free cash flow 320.9 571.3
Increase (Decrease) in working capital requirement 406.5 76.1
(Increase) Decrease in normalized working capital requirement (39.2) (70.0)
Normalized free cash flow 688.2 577.4

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Reconciliation of EBITDA with profit for the period:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Profit for the period 548.4 481.2
Share of profits (losses) of equity-accounted entities 0.0 0.0
Income tax expense 202.9 191.7
Exchange (gains) / losses (0.6) 0.9
Financial income (5.1) (3.3)
Financial expense 43.8 45.7
Operating profit 789.4 716.2
Depreciation and impairment of tangible assets 97.7 88.9
Amortization and impairment of intangible assets (including capitalized development
costs) and reversal of Milestone inventory step-up
65.1 61.6
Impairment of goodwill 0.0 0.0
EBITDA 952.2 866.7

Calculation of net financial debt:

6 months ended
(in € millions) June 30, 2022 June 30, 2021
Short-term borrowings 1,075.0 1,641.9
Long-term borrowings 4,456.7 3,869.2
Cash and cash equivalents (2,669.9) (2,965.8)
Net financial debt 2,861.8 2,545.3

Calculation of working capital requirement:

(in € millions) June 30, 2022 June 30, 2021
Trade receivables 1,058.1 789.2
Inventories 1,459.6 987.6
Other current assets 270.5 230.2
Income tax receivables 117.8 63.6
Deferred tax assets / (liabilities) reversing in the short term 102.4 106.7
Trade payables (908.6) (763.8)
Other current liabilities (782.5) (695.7)
Income tax payables (55.0) (43.4)
Short-term provisions (128.9) (140.9)
Working capital required 1,133.4 533.5

STATUTORY AUDITORS'REPORT

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LEGRAND SA

STATUTORY AUDITORS' REVIEW REPORT ON THE HALF - YEAR FINANCIAL INFORMATION

(Period from January 1, 2022 to June 30, 2022)

............. . ............. . ............. . STATUTORY AUDITORS'REPORT

PricewaterhouseCoopers Audit Deloitte et Associés

92208 Neuilly-sur-Seine 92908 Paris-la-Défense

63 rue de Villiers 6, place de la Pyramide

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STATUTORY AUDITORS' REVIEW REPORT ON THE HALF-YEAR FINANCIAL INFORMATION

(Period from January 1, 2022 to June 30, 2022)

This is a free translation into English of the Statutory Auditors' review report issued in French language and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Shareholders,

LEGRAND SA

BP 523

128, avenue du Maréchal de Lattre de Tassigny

87045 LIMOGES Cedex

In compliance with the engagement entrusted to us by your Annual General Meetings and in accordance with the requirements of article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:

  • the review of the accompanying half-year consolidated financial statements of LEGRAND, for the period from January 1, 2022 to June 30, 2022;
  • the verification of the information contained in the half-year management report.

These half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

I CONCLUSION ON THE FINANCIAL STATEMENTS

We conducted our review in accordance with professional standards applicable in France.

A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying half-year consolidated financial statements do not give a true and fair view of the assets and liabilities and of the financial position of the Group as at June 30, 2022, and of the results of its operations for the six-month period then ended, in accordance with IFRSs as adopted by the European Union.

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II SPECIFIC VERIFICATION

We have also verified the information given in the half-year management report commenting the half-year consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and consistency with the half-year consolidated financial statements.

Neuilly-sur-Seine and Paris-la Défense, July 29, 2022

The Statutory auditors

PricewaterhouseCoopers Audit Deloitte et Associés

Camille Phelizon Olivier Broissand

IDENTITY OF PERSONS RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT AND AUDITING THE FINANCIAL STATEMENTS ggg

4.1 - PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT
4.2 - STATUTORY AUDITORS 64
4.3 - FINANCIAL DISCLOSURE POLICY 65

4.1 - PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT

NAME AND POSITION OF THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT

Benoît Coquart, Chief Executive Officer of Legrand, a French société anonyme whose registered office is located at 128 avenue du Maréchal de Lattre de Tassigny, 87000 Limoges, France, registered in the Trade and Companies Register of Limoges under number 421 259 615.

DECLARATION OF THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT

I hereby certify that, to the best of my knowledge, the full consolidated financial statements for the first half 2020 have been drawn up in accordance with applicable accounting standards and provide a true and fair image of the assets, financial position and results of the Company and of all its consolidated businesses, and that the management report that appear in Chapter 1 of the half-year financial report fairly presents the material events that occurred in the first six months of the financial year and their impact of the interim accounts, the main related party transactions as well as a description of the principal risks and uncertainties for the remaining six months of the financial year

Benoît Coquart

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Chief Executive Officer

4.2 - STATUTORY AUDITORS

PRINCIPAL STATUTORY AUDITORS

PricewaterhouseCoopers Audit

Member of the Compagnie régionale des Commissaires aux comptes de Versailles (Versailles Regional Body of Statutory Auditors)

Represented by Camille Phelizon Crystal Park, 63, rue de Villiers 92208 Neuilly-sur-Seine

Appointed Deputy Statutory Auditors by the Ordinary Shareholders' Meeting of June 6, 2003, they became Principal Statutory Auditors following the merger between Pricewaterhouse and Coopers & Lybrand Audit, and renewed as Principal Statutory Auditors by the Ordinary Shareholders' Meeting of March 2, 2004, May 27, 2010, May 27, 2016 and May 25, 2022 for a term of six financial years. This appointment expires at the end of the Ordinary Shareholders' Meeting convened to vote in 2028 on the financial statements for the year ended December 31, 2027.

Deloitte & Associes

Member of the Compagnie régionale des Commissaires aux comptes de Versailles (Versailles Regional Body of Statutory Auditors)

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Represented by Olivier Broissand 6, place de la Pyramide 92908 Paris-la-Défense-Cedex

Appointed Principal Statutory Auditor at the Ordinary Shareholders' Meeting of December 21, 2005 and renewed as Principal Statutory Auditor by the Ordinary Shareholders' Meeting of May 26, 2011 for a term of six financial years and by the Ordinary Shareholders' Meeting of May 31, 2017. This appointment expires at the end of the Ordinary Shareholders' Meeting convened to vote in 2023 on the financial statements for the year ended December 31, 2022.

4.3 - FINANCIAL DISCLOSURE POLICY

PERSON RESPONSIBLE FOR FINANCIAL DISCLOSURES

Mr Franck Lemery

Chief Financial Officer

Address: 128 avenue du Maréchal de Lattre de Tassigny, 87045 Limoges Cedex

Telephone: +33 (0)5 55 06 87 87

Fax: +33 (0)5 55 06 88 88

DOCUMENTS AVAILABLE TO THE PUBLIC

The legal documents relating to the Company that must be made available to shareholders in accordance with the applicable regulations, as well as the Group's past financial records, may be consulted at the Company's registered office.

INDICATIVE TIMETABLE OF FINANCIAL REPORTING

The financial information to be disclosed to the public by the Company will be available from the Company's website (www.legrand.com).

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As an indication only, the Company's timetable for the publication of financial information is expected to be as follows:

■ 2022 nine-month results: November 3, 2022

"Quiet period(1)" starts October 4, 2022

■ 2022 annual results: February 9, 2023

"Quiet period(1)" starts January 10, 2023

■ General Meeting of Shareholders: May 31, 2023.

Company Headquarters

128, avenue de Lattre de Tassigny 87045 Limoges Cedex, France +33 (0) 5 55 06 87 87 www.legrandgroup.com @legrand

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