Jsfc Sistema Annual Report 2008
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JSFC SISTEMA ANNUAL REPORT 2008 1 To whom it may concern April 30, 2009 Responsibility Statement To the best of my knowledge (a) the financial statements, prepared in accordance with the US GAAP, give a true and fair view of the assets, liabilities, financial position and profit or loss of Sistema JSFC and the undertakings included in the consolidation taken as a whole; and (b) the management report includes a fair review of the development and performance of the business and the financial position of Sistema JSFC and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. Yours sincerely, Alexei Buyanov Head of Financial functional division Senior Vice President CONTENTS PART 1 SISTEMA OVERVIEW 1. About Sistema (including assets structure) 2. Financial Highlights 3. Strategy 4. Key events of 2008 5. Financial Review 6. Corporate Governance 7. Shareholder Capital 8. Risks 9. Social Responsibility PART 2 BUSINESSES OVERVIEW 10. Business Unit “Telecommunication Assets” Unit’s Strategy a. Telecommunications Mobile Fixed b. Media Content 11. Business Unit “Consumer Assets” Unit’s Strategy a. Financial Services b. Travel c. Retail d. Healthcare e. Real Estate 12. Business Unit “Technology and Industry” Unit’s Strategy a. Technology b. Radar and Space c. Pharmaceuticals 13. Petrochemicals PART 3 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CONTACTS 3 PART 1 SISTEMA OVERVIEW 1. About Sistema Sistema is the largest public diversified corporation in Russia and the CIS, which manages fast growing companies operating in the telecommunications, consumer services sectors and technology industries and has over 100 million customers. Sistema develops and manages market-leading businesses in selected industries, including telecommunications, IT, aerospace technologies, banking, real estate, retail, media, tourism, healthcare and others. Sistema’s subsidiaries operate in various countries of Central and Eastern Europe as well as India. Founded in 1993, the company reported revenues of US$ 16.7 billion in 2008 and total assets of US$ 29.2 billion as at December 31, 2008. Following Sistema’s IPO in February 2005, 19% of Sistema’s shares are now traded under the symbol “SSA” on the London Stock Exchange, under the symbol “AFKS” on the Russian Trading System (RTS), under the symbol “AFKC” on the Moscow Interbank Currency Exchange (MICEX), and under the symbol “SIST” on the Moscow Stock Exchange (MSE). In July 2008 Sistema adopted a matrix model and formed three new operating units in addition to functional divisions. These units will be responsible for the management of Sistema’s subsidiaries. The operating unit “Telecommunications Assets”, previously the Telecommunications Assets Development unit, will be responsible for the development and implementation of Sistema’s telecommunications strategy, as well as management of telecommunications and media assets, including MTS, Comstar-UTS, Sistema Mass Media, and other companies in Russia, as well as Sistema Shyam TeleServices Ltd., Sistema’s telco subsidiary in India. The operating unit “Consumer Assets” will focus on the development of companies in the consumer sector, including Detsky Mir, Intourist, MEDSI and MBRD, as well as Sistema-Hals. The operating unit “High Technologies and Industry” will be engaged in Sistema’s high-tech and venture projects, as well as private-public partnerships. This unit, will also oversee Sitronics, RTI Systems and Binnopharm. Since March 2009, Sistema has been the controlling shareholder of a number of oil production companies in Bashkortostan, Russia. The Corporation focuses on the development of advanced technologies and innovative services which is in line with our strategy to create additional shareholder value, to maximize the returns from our portfolio investments, to make a significant contribution to the development and diversification of the economy and improvement in the quality of life for people in Russia and the other markets in which it operates. 4 BUSINESS UNIT ‘TECECOMMUNICATION ASSETS’ Telecommunications MTS The largest mobile-phone operator in Russia and the CIS in terms of subscriber numbers, sales and market capitalization. Comstar UTS A national fixed-line provider of integrated telecommunication solutions in Russia and the CIS. Sky Link A leader in the Russian 3G telecommunications market, providing high-speed mobile Internet access and voice communications. Sistema Shyam A joint venture company, between Shyam TeleServices Group of India & Sistema Corporation of Russia. Media Content Sistema Mass One of the largest Russian companies in the Media market for the development and distribution of content for pay-TV networks and other media platforms and resources. BUSINESS UNIT ‘CONSUMER ASSETS’ Real Estate Sistema-Hals One of the key players in the Russian market for construction and real estate. Financial Services MBRD One of Russia’s largest universal banks and operates a leading national retail banking network. Travel Intourist Russia’s leading universal operator in the travel market, providing services for Russian tourists and international visitors to Russia. Retail Detsky Mir The leading retailer of children’s goods in Russia and one of the country’s best-known and trusted retail brands. Healthcare Medsi Russia’s first national chain of private medical clinics which provide medical treatment, preventative care, dental, fitness and other health-enhancing services in Moscow and regions BUSINESS UNIT ‘TECHNOLOGY AND INDUSTRY’ High Technology Sitronics The largest high-technology company in Eastern Europe, with business interests in telecom solutions, information technology, system integration and consulting, and microelectronics. Radar and Aerospace Concern “RTI One of Russia’s largest defense-industrial Systems” holdings and incorporates leading Russian 5 companies with enormous scientific and production potential and experience in high- technology projects. Pharmaceuticals Binnopharm One of Russia’s leading vertically integrated pharmaceutical and biotechnology holding. PETROCHEMICALS Bashkir Oil & Energy Group One of Russia’s Top-10 oil producers and Top- 5 oil refiners with the fourth largest reserves among Russian oil companies. 6 2. Financial Highlights Revenues, ($ OIBDA*, ($ OIBDA Net Income, Assets, ($ Shareholders' EPS million) million) margin ($ million) million) Equity ($ million) ($) 2008 16, 670.8 5,489.6 32.9% 62.0 29,158.8 5,557.9 0.67 2007 13,701.0 5,050.4 36.9% 1,571.9 28,396.7 6,658.8 16.88 2006 10,266.6 3,977.1 38.7 813.0 20,191.2 4,505.1 8.50 Revenues by Units* 15,0% 14,7% 70,0% Telecommunications business unit Consumer business unit Technology and Industry business unit *Before interunits eliminations and without Corporate & Other segment Assets by Units* 7,9% 27,9% 53,6% Telecommunications business unit Consumer business unit Technology and Industry business unit *Before interunits eliminations and without Corporate & Other segment 7 Revenues by segments 68,5% 11,7% 0,4%0,2%2,7% 0,7%3,6% 1,3% 4,6% 2,1% 4,2% Telecommunications High Technology Banking Real Estate Retail Media Content Tourism Healthcare Radar and Aerospace Pharmaceuticals Corporate & Other* *The Corporate & Other segment comprises the companies that control and manage the Group’s interests in its subsidiaries. Assets by Segments 51,3% 6,1% 10,4% 19,0% 0,4%1,3% 0,3%1,7%2,1%1,4% 6,0% Telecommunications High Technology Banking Real Estate Retail Media Content Tourism Healthcare Radar and Aerospace Pharmaceuticals Corporate & Other* 8 3. Strategy Sistema’s mission reflects the shareholders’ aspiration to develop a large-scaled, competitive, diversified business in Russia and CIS and selected emerging markets with high potential for long term equity value growth. In accordance with the mission, Sistema sets up the following strategic aims over the next three to five years: • The Total Shareholder Return of Sistema should surpass the weighted average cost of capital for Sistema and index performance for comparable companies, • The company should remain financially stable, • Sistema should strengthen its leading positions on key markets and ensure stable cash flow from its businesses. Along with these priorities, Sistema intends to continuously develop its main businesses, focus on optimizing its current assets portfolio, increase the share of the non-public companies in its portfolio and realize possible synergies between its businesses. The company intends to achieve these strategic purposes by developing and managing its businesses actively, focusing on effective investments, and maintaining a reasonable financing. Operational growth is being planned by organic accretion as well as through acquisitions and strategic partnerships. In order to achieve these goals, especially while the current economy is uncertain, Sistema has defined three-level approach to optimize its businesses: 1. Improving business efficiency at all levels, including strengthening financial discipline, introducing new KPIs for our subsidiaries, increasing revenues and reducing operating costs; 2. Optimising investment policy, including focusing on more profitable investment projects; reviewing capital-intensive projects, investing subject to availability of capital, reducing the Group’s CAPEX by 30% in 4Q 2008. 3. Searching for partners in investment projects with long term investment return. The management will be able to make timely and effective decisions