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X5 Retail Annual Report 2010 Pdf.Indd 2010 Annual Report ANNUAL REPORT 2010 1 DELIVERING FOR OUR CUSTOMERS 1111 fU]Xfdb{ STRATEGIC STEPPED-UP 2010 SHAREHOLDER REVIEW GROWTH 2211 K9B HIGHLIGHTS INFORMATION Chairman & STRATEGIC CEO Messages EFFICIENCY PROGRAMME 2266 X5 & SOCIETY Corporate Governance & Communities 41 MESSAGE FROM 6 Risk Management 34 THE CHAIRMAN Employees 43 OF THE SUPERVISORY BOARD Health & Safety 46 Corporate Governance Report 49 LETTER FROM THE CHIEF EXECUTIVE 7 Свежая рыба OFFICER Risk Management & EXECUTIVE Internal Control 61 BOARD 9 Report of the Supervisory Board 68 Remuneration Report 75 2010 Financial Review Key P&L Trends & 34 Developments Key Cash 38 Flow Trends & 2010 Financial Developments Statements Debt Financing & 39 Liquidity 83 Management ÌÄaÁÉ׾»Êù¸ ½ ÃÌÄaÁÉ׾»Êù¸ ½ à ÅÅ ANNUAL REPORT 2010 2 2010 SHAREHOLDER HIGHLIGHTS INFORMATION 34 ANNUAL REPORT 2010 3 2010 Highlights In 2010 X5: Delivered on full-year revenue growth target with 24% Reported solid like-for-like (LFL) sales growth of 7% in RUR consolidated net sales growth in RUR terms (29% in USD terms) terms Added nearly 1,100 stores, including 437 stores organically Recorded over 1.2 billion customer visits to our stores and the rest through the acquisition of Kopeyka retail chain X5 in 2010 USD 13.0 billion USD 11.3 billion 24% 29% in Pro-Forma Net Sales in Consolidated Net Sales Consolidated Net Sales Consolidated Net Sales Growth in RUR Growth in USD X5 at 31 December 2010 Number Operations 2,469 1.6 1 Multi-Format Stores million sq. m. in 52 Cities Russian Retailer in Russia & Ukraine of Selling Space of Russia and in Ukraine Financial Highlights 2010(1) 2009 % change, y-o-y Net Sales, USD million 11,280 8,717 29% Gross Profi t, USD million 2,629 2,108 25% Gross Margin, % 23.3% 24.2% EBITDA, USD million 844 736 15% EBITDA Margin, % 7.5% 8.4% Net Income, USD million 271 165 64% Net Margin, % 2.4% 1.9% (1) Kopeyka results are consolidated from 1 December 2010. ANNUAL REPORT 2010 4 Shareholder Information The Company’s shares are listed on the London Stock In 2010, X5’s GDR price increased by 45% to close the year at Exchange in the form of Global Depositary Receipts (GDRs) USD 46.25 per GDR. As at 31 December 2010, X5’s total market (LSE ticker: FIVE). Each GDR represents an interest of 0.25 of capitalisation amounted to USD 12.6 billion. one ordinary share. As at 31 December 2010, X5’s share capital consisted X5 2010 GDR Price Performance of 67,893,218 issued ordinary shares, with a nominal value 000 GDR’s USD of €1.00 each. This represents an equivalent of 271,572,872 1,600 50 GDRs. As at 31 December 2010, X5’s share ownership structure 1,400 was as follows: Alfa Group – 47.9%, founders of Pyaterochka – 45 1,200 19.9%, X5 Management – 1.8%, treasury shares – 0.1%, 40 1,000 free fl oat – 30.3%. 800 35 600 X5 Share Capital as at 31 December 2010 30 400 25 19.9% 200 Founders of Pyaterochka 0 20 1.8% JUL 10 FEB 10 JAN 10 SEP 10 MAY 10 MAY APR 10 JUN 10 DEC 10 OCT 10 AUG 10 NOV 10 X5 Management MAR 10 30.3% Tradind Volume, 000 GDR’s Free Float X5 GDR Price, USD 0.1% Treasury Shares 47.9% Alfa Group Total number of shares – 67,893,218 Equivalent of 271,572,872 GDRs ANNUAL REPORT 2010 5 MESSAGE FROM THE CHAIRMAN 6 OF THE SUPERVISORY BOARD LETTER FROM THE CHIEF EXECUTIVE 7 OFFICER EXECUTIVE BOARD 9 ANNUAL REPORT 2010 6 Message from the Chairman of the Supervisory Board I believe X5’s strongest qualities are its long-term strategic focus, The Board elected Andrei Gusev as successor with immediate consistent delivery of results and ability to manage and respond eff ect and recommended his appointment as Chief Executive to change. These qualities were prominently on display this Offi cer to the Annual General Meeting of Shareholders. year as the Company met its growth targets and emerged from Andrei Gusev has been part of X5’s executive team for fi ve the economic downturn as the unrivalled number one leader in years. The Board is confi dent that X5 will sustain its growth as the Russian retail market. the dominant player in Russian retail under his leadership. X5’s continued investment in customer value during the downturn X5 is also delighted to welcome Kieran Balfe as our Company’s was rewarded with increased traffi c and a healthy surge in new Chief Financial Offi cer with eff ect from February 2011. sales as consumer confi dence recovered toward the end of He has almost two decades of management experience in 2010. X5 also learned to be a more effi cient retail operator and Russia, and will contribute invaluable global consumer industry Hervé further strengthened its logistics, IT infrastructure and business expertise and operational best practice knowledge. He succeeds processes to enhance its competitive advantages and manage Evgeny Kornilov, who prior to stepping down as CFO in October, DEFFOREY growth eff ectively for the future. continuously demonstrated the value and importance of this position for X5. The Board oversaw the execution of X5’s stepped up growth plans in 2010, including a record organic expansion programme Finally, I would especiable like to thank the nearly 90,000 and the acquisition of Kopeyka. We expect these investments associates of X5 without whom last year’s performance could have to generate substantial value for shareholders. The Board also never been achieved. monitored X5’s eff orts to refi nance the balance sheet, maintain CapEx discipline and implement effi ciency measures. Russia is one of the world’s most promising consumer markets. Macro-economic conditions have clearly improved and consumers In March 2011 Lev Khasis resigned as CEO after a successful fi ve- are trading up, although infl ation remains a concern. X5 has year tenure during which the Company more than quadrupled in successfully navigated the changing environment and is positioned size. We would like to thank Lev for his hard work and outstanding to remain the dominant player in the Russian retail sector. contributions to X5’s organisation, shareholders and customers and we wish him great success in his future endeavors. Hervé Defforey ANNUAL REPORT 2010 7 Letter from the Chief Executive Offi cer X5 consistently delivers results and this year is no exception. We rich agenda – and 2011 will be a critical year for execution. As the met our 2010 growth outlook with a net retail sales increase of 24% management team focuses on making X5 an even stronger and in ruble terms. The Company ended the year with USD 11.3 billion more effi cient business, I want to emphasise our key priorities for in consolidated net sales, added nearly 1,100 stores and extended success. its number one position far beyond the nearest competitor. Staying close to our customers is essential to everything we do. We have kept our focus on the customer in good times and bad. The Company has a proven strategy to be the best competitor As the economy picked up in 2010, our multi-format approach in the marketplace. With a recovery in consumer spending clearly showed its value. X5 powered to a strong fi nish as supported by an economic upturn, we are focused on consumer confi dence fi nally rebounded and customers began strengthening performance across all our formats. Our multi- spending again towards year-end thanks to a strengthening format approach to customer segmentation has served us well, Andrei Russian economy. off ering stores, assortment and value for every consumer lifestyle and budget. We will continue to win customers and grow sales by GUSEV This year we ramped up organic growth with record new store ensuring a quality shopping experience at aff ordable prices. openings. Net of the Kopeyka acquisition, we added 437 stores, exceeding the Company’s plan while remaining below our We will add a record number of stores to power organic growth. CapEx limit. We are stepping up new store openings, particularly discounters, which is a great format for Russian consumers with low to average Acquisitions added to our growth potential. We successfully incomes. Execution of X5’s store opening programme has always integrated Paterson’s 75 stores acquired in December 2009, been high quality, and our team will continue to manage the and delivered on our objective for a substantial increase in sales economics and operational planning of our expansion strategy to densities. We capped the year by acquiring Kopeyka, giving get the best locations and ramp up sales quickly. X5 the number one position in discounters and enhancing our platform for growth. The deal gave us over 650 discounter stores, X5 is fast-tracking the Kopeyka integration plan. Following establishing X5 as the number one leader in our best performing a thorough analysis, X5 set an ambitious goal to execute the format and signifi cantly increasing our geographic footprint in integration plan in one year instead of two. This will position the Moscow and Moscow region. Company to seize opportunities for growing sales densities and improving effi ciency to get the synergies and generate value for X5 thus begins 2011 in a prime position to strengthen its leadership our shareholders. Customers will also benefi t as we rebrand in Russian retail. The Company has an ambitious, opportunity- Kopeyka to deliver even better assortment and prices. ANNUAL REPORT 2010 8 We will further focus our eff orts on supply chain effi ciency.
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