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2012 AGM PPR
Disclaimer
This presentation does not constitute an offer of securities for sale in the United States of America or any other jurisdiction.
Certain information contained in this document may include notably projections and forecasts. They express objectives based on current assessments and estimates of the Group’s executive management which are subject to numerous factors, risks and uncertainties. Consequently, reported figures and assessments may differ significantly from projected figures. The following factors among others set out in the Reference Document (Document de Référence) filed with the French Financial Markets Authority (Autorité des Marchés Financiers- AMF) on March 21, 2012 which is available on PPR’s website at www.ppr.com may cause actual figures to differ materially from projected figures: any unfavourable development affecting consumer spending in the activities of the Group in France and abroad, notably for products and services sold by the Retail brands or for Luxury Goods, the events, crises, fears, and resulting costs of complying with environmental, health and safety regulations and all other regulations with which Group companies are required to comply; the competitive situation on each of our markets; the impact of current or future public regulations; exchange rate and other risks related to international activities; risks arising from current or future litigation. PPR gives no commitment to updating and/or revising and/or commenting any projections and forecasts, or their impact on the results and perspectives of the Group, which may be contained in this presentation.
The information contained in this document have been selected by the Group’s executive management to inform about the 2011 annual results and 2012 Q1 sales. This document has not been independently verified. PPR makes no representation or undertaking as to the accuracy or completeness of such information. None of the PPR or any of its affiliates representatives shall bear any liability (in negligence or otherwise) for any loss arising from any use of this presentation or its contents or otherwise arising in connection with this presentation.
IN NO WAY DOES PPR ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED IN THIS PRESENTATION. READERS ARE ADVISED TO REVIEW THE COMPANY'S REFERENCE DOCUMENT AND THE COMPANY'S APPLICABLE AMF FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISION.
2012 AGM PPR
Contents
2011 highlights
Analysis of 2011 results
Corporate governance
Sustainability
Strategy & Outlook
Statutory Auditors’ reports
Questions & Answers
Resolutions
2012 AGM PPR
2011 highlights
Outstanding operating and financial performances
Comparable Group sales up 9.3%
Recurring net income, Group share, from continuing operations: +26.4%
New brands with huge potential join the Group
Sport & Lifestyle Division: Volcom
Luxury Division: Girard-Perregaux & JeanRichard, Brioni (consolidated in 2012)
PPR’s transformation is on track
Process to sell Redcats launched
2012 AGM PPR
Share price performance since 2010 PPR share price compared to the CAC 40 index
PPR: +44% CAC 40: - 20%
60
70
80
90
100
110
120
130
140
Jan-1
0
Apr-
10
Jul-1
0
Oct-
10
Jan-1
1
Apr-
11
Jul-1
1
Oct-
11
Jan-1
2
Apr-
12
In € PPR
CAC 40
2012 AGM PPR
2011 operating performance
CONTINUING OPERATIONS 2011 2010 Change
Revenue
Gross profit
Gross profit margin
Recurring operating income
Recurring operating income margin
EBITDA*
EBITDA margin
11,008
5,369
48.8%
1,370
12.4%
1,649
15.0%
12,227
6,224
50.9%
1,602
13.1%
1,911
15.6%
+11.1%
+15.9%
+2.1pts
+16.9%
+0.7pt
+15.9%
+0.6pt
In €m
(*) EBITDA: used by the Group to monitor its operating performances. This financial indicator corresponds to recurring operating income
plus net charges to depreciation, amortization and provisions on non-current operating assets recognized in recurring operating income.
2012 AGM PPR
Breakdown of 2011 revenue
* Eastern Europe, Middle East, Africa and South America
Revenue breakdown by segment
Revenue breakdown by region - Luxury and Sport & Lifestyle Divisions
Western Europe
32%
North
America
19%
Japan
12%
Asia Pacific
24%
Other*
12%
Luxury
Division
40%
Sport & Lifestyle
Division
26%
Fnac
34%
2012 AGM PPR
2011 recurring operating income
In €m
Recurring operating income – from continuing operations
Recurring operating income – Redcats
(according to IFRS 5 accounting standards*)
In €m
* Non-current Assets Held for sale and Discontinued Operations
2012 AGM PPR
2011 financial performance
In €m 2011 Change
+16.9%
2010
1,370
(240)
(264)
35
(141)
1,015
835
6.59
255
965
7.62
1,602
(215)
(317)
47
(58)
1,046
1,055
8.36
986
7.82
(13)
+3.0%
+26.4%
+26.9%
+2.3%
+2.6%
Recurring operating income
Financial charges
Corporate income tax
Income from equity affiliates
Other non-recurring operating income and expenses
Of which net income – Group share
Net income, Group share, from continuing
operations excluding non-current items
Net income from discontinued operations
Consolidated net income
Net income per share in €
Net income per share from continuing operations.
Group share, excluding non-current items in €
2012 AGM PPR
Net financial indebtedness
3,781
In €m
(934)
198
120
454
Free cash flow from operations
Net indebtedness at December 31, 2011
Net interest paid and dividend received
Net indebtedness at December 31, 2010
Dividends paid
Other
Purchases of PPR shares
3,396
54
Purchases of Puma shares
Other disposals & acquisitions
300
(577)
2012 AGM PPR
Debt ratios
In €m
* Published, not restated.
** Proforma
S&P rating upgraded to ‘BBB , with stable outlook ’, on March 23, 2012
6,121
5,510
4,367
3,781 3,396 2.73
2.57 2.44
2.03
1.78
2007** 2008* 2009* 2010* 2011
Net Financial Indebtedness (NFI) Solvency ratio (NFI/EBITDA)
2012 AGM PPR
2011 condensed consolidated balance sheet
2011 2010
14,546
115
11,750
(364)
3,396
14,740
163
1,058
11,651
(529)
3,781
278
14,575 15,432
Goodwill, brands & other intangible assets - Net
Other net non-current assets
Net current assets
SHAREHOLDERS’ EQUITY
Provisions
NET INDEBTEDNESS
Net assets held for sale
CAPITAL EMPLOYED
In €m
570
2012 AGM PPR
Dividend
In €
* Subject to April 27, 2012 AGM approval
Dividend per share
- 4.3% + 6.1%
2012 AGM PPR
Q1 2012 sales summary
Very satisfactory performances
Luxury: very strong sales growth in all regions
Sport & Lifestyle: continuing growth
Fnac significant market share gains
Solid platform towards another year of growth in our operational an financial performances
(Sales in €m)
Luxury
Sport & Lifestyle
Sub-total
Fnac
Other & inter-company
PPR – Continuing operations
Q1 2012 Reported
change
Comparable
change(1)
(1) Comparable scope and exchange rates
+29.1%
+14.6%
+23.2%
-0.7%
ns
+15.4%
1,458
887
2,345
916
(3)
3,258
+17.8%
+2.8%
+11.6%
-0.8%
ns
+7.9%
2012 AGM PPR
Operation of the Board of Directors
8 meetings held in 2011 and 4 meetings held since the beginning of 2012
Average Directors’ attendance rate in 2011: 81 %
Main issues covered:
Determine Group strategic priorities
Review yearly and half-yearly financial statements
Analyze Group activities
Review the classification of the Group’s risks and the risk management organization
Approve key acquisition and disposal projects
2012 AGM PPR
Operation of the Board of Directors
4 committees set up for assisting the Board:
Audit Committee
Remuneration Committee
Appointments Committee
Strategy and Development Committee
2012 AGM PPR
Audit Committee
Composition: 3 members, including 2 independent directors, all have recognized financial or accounting skills
Mr. Jean-Philippe Thierry (Chairman)
Main tasks
Monitoring the financial information process of the full-year and half-year financial statements
Monitoring the efficiency of the internal control and risk management systems
Examine financing issues
Review Auditors’ fees and assess their independence
In 2011, 7 meetings with an attendance rate of 100% In 2012, 2 meetings held to date
2012 AGM PPR
Remuneration Committee
Composition: 5 members, including 3 independent directors
Mr. Philippe Lagayette (Chairman)
Main tasks
Assess the remuneration policy for Group executives
Make proposals to the Board regarding the remunerations of the Chairman & CEO and the Deputy CEO
Make recommendations with respect to stock option and performance share policies
Make proposals to the Board concerning the allocation of directors’ fees granted by the Annual General Meeting to the Board
In 2011, 3 meetings held with an attendance rate of 100% In 2012, 2 meetings held to date
2012 AGM PPR
Components of the gross remuneration of the Chairman & CEO and of the Deputy CEO
A fixed salary (no employment contract)
A variable portion based on the PPR Group’s financial performance:
The amount is established on achieving (or exceeding) two specifically defined financial targets :
recurring operating income (50%), and
changes in free cash flow from operations (50%)
Directors’ fees (PPR + subsidiaries)
No golden parachute and no indemnity relative to non-compete clause
No supplementary pension scheme for the Chairman & CEO
Pension benefits to the Deputy CEO
2012 AGM PPR
Components of the gross remuneration of the Chairman & CEO
2011 2010 2009
Fixed part (in €’000) 1,000 1,100 1,000
Variable part (in €’000) 1,548 1,815 1,663
Director’s fees (in €’000) 162 137 158
Allocation of performance shares* (in number of shares) 12,336 11,682 11,514
For the Year
* the full vesting of which is subject to performance conditions
2012 AGM PPR
Components of the gross remuneration of the Deputy CEO
* the full vesting of which is subject to performance conditions
2011 2010 2009
For the year
613 800 620
800 1,100 859
116 120 128
Allocation of performance shares* (in number of shares) 14,618 8,416 13,581
among which, as a specific lump sum remuneration 6,667 7,744
Fixed part (in €’000)
Variable part (in €’000)
Director’s fees (in €’000)
-
2012 AGM PPR
Implementation of the staggered election of Directors
Mrs. Puel
Mrs. Costes
Mrs. Boone
Mr. Thierry
Mr. Prot
Mr. Pinault
Mr. Palus
Mrs. Mittal
Mrs. Barbizet
Mr. Lagayette
Mr. di Montezemolo
Mr. Denis
2009 2011 2013 2010 2012
2012 AGM PPR
Diversified Board of Directors
12 members, including 6 independent directors
François-Henri Pinault - Chairman
Patricia Barbizet - Vice-Chairwoman
Laurence Boone (independent)
Luca Cordero di Montezemolo (independent – Italian citizen)
Yseulys Costes (independent)
Jean-Pierre Denis (independent)
Philippe Lagayette
Aditya Mittal (independent– Indian citizen)
Jean-François Palus
Baudouin Prot
Caroline Puel
Jochen Zeitz (German citizen)
2012 AGM PPR
PPR HOME…for the long run
In 2011 we took our efforts to a new level with the creation of a new sustainability initiative
PPR HOME’s drive towards best practices is value-creating
A team of international experts have been assembled to support our brands
A comprehensive service offering is being provided
Identifying opportunities
Providing tools & methodologies
Finding more sustainable business solutions
2012 AGM PPR
PPR HOME…for the long run
The PPR Foundation for Women’s Dignity & Rights, which is part of PPR HOME,
benefited over 55,000 women
2012 AGM PPR
Creation of first-ever Environmental Profit & Loss Account (E P&L)
PPR HOME and PUMA announced a pioneering solution to:
Visualize & measure impacts across the entire supply chain
Quantify & monetize impacts
Identify new opportunities & implement solutions to reduce impacts
PPR committed to a Group E P&L across its Luxury and Sport & Lifestyle brands by 2015
PPR HOME…for the long run
2012 AGM PPR
Determined set of core targets to reach by 2016 alongside implementing Group E P&L
Key areas of focus over five years:
Reduction of C02, waste & water use
Sourcing of raw materials
Hazardous chemicals & materials
Paper & packaging
Supply chain
PPR HOME…for the long run
2012 AGM PPR
Partnership with Wildlife Works
Offset of 2011 C02 emissions from Luxury division, Sport & Lifestyle division, and PPR’s HQ
Acquisition of 5 % of Wildlife Works
Investment in for-profit business resulting in net positive social & environmental impacts
Potential for return could exceed original investment multiple times
PPR HOME…for the long run
2012 AGM PPR
At PPR the next 5 years will be pivotal in our sustainable
development.
For us sustainability IS quality…. for the long run
PPR HOME…for the long run
2012 AGM PPR
Our mission
Inspire our clients
Enable our clients to express themselves, fulfil their dreams and to enjoy themselves
Empower our brands to reach their full global potential in a sustainable and responsible way
Two coherent product areas: apparel and accessories
Two fast-growing market segments: Luxury Goods and Sport & Lifestyle
2012 AGM PPR
Our strengths
Unique ensemble of premium consumer brands:
Strong equity, leading positions, huge consumer appeal, significant pricing power
Considerable organic growth potential
Strong human values at the core of our success and transformation
Mastering the entire value chain of our brands
Flexible production and distribution infrastructure
Total control over design, development and brand characteristics
Financial and operational discipline
Relentless monitoring and challenging of business and financial plans
Strong cash flow generation, robust capital structure to support long-term growth
2012 AGM PPR
Our management principles
We give our brands freedom within a framework
Empower the development of our key assets – the brands – and help them reach beyond their limits
Well-defined management principles
We are a group and act as a group, in a coherent manner
A single worldwide corporate team
PPR Asia and PPR Americas to bring corporate support closer to the brands
HR talent development driving the Group forward
New governance
Expanded Executive Committee
Streamlined, more efficient, closer to our customers
2012 AGM PPR
Luxury Division – Drivers of future growth and profitability
A coherent collection of world-leading brands
Consistency of the portfolio: markets, products categories, styles
Designs, manufactures and markets leather goods, shoes, ready-to-wear, jewelry & watches
A Group characterized by:
Quality, outstanding know-how, ultimate craftsmanship in Italy and in France
A unique talent pool, from design to craftsmanship, from marketing to retail
A tightly controlled distribution network and a rigorous communication policy
2012 AGM PPR
Sport & Lifestyle Division – Drivers of future growth and profitability
A global segment, underpinned by strong demographic trends
Sports increasingly becoming key drivers of self-fulfillment, notably in emerging countries
Support from strong demographic and social trends
Puma
The reference sportlifestyle brand - one of the world’s largest providers of athletic footwear, apparel and accessories
Volcom
Global action sports brand – an iconic apparel and accessories brand with a heritage in skateboarding, surfing and snowboarding
Synergies and complementarity with Puma and considerable growth potential
2012 AGM PPR
Tomorrow’s PPR– Our 2020 ambitions
€24 billion Revenue
40% Revenue generated by
Sport & Lifestyle Divison
1 Group Environmental
Profit & Loss Account
Gender parity In the Group leadership
€10 billion Revenue in Asia
54% Revenue generated in
directly-operated stores
Over €1 billion Revenue generated online
1 PPR talent mobility
platform
2012 AGM PPR
Conclusion & Outlook
Unique combination of global luxury and premium sport & lifestyle brands with considerable organic growth potential
Broad consumer appeal as self-fulfiment and indulgence increasingly drive buying decisions
Favorable geographic balance
Increasingly flexible cost structure enabling all our brands to respond swiftly to market conditions
Confident in our capacity to improve our operational and financial performances once again in 2012
2012 AGM PPR
PPR company financial statements: certification without comments or qualifications
Pages 291 and 292 of the Reference Document.
In our opinion the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as of December 31, 2011 and of the results of its operations for the year then ended in accordance with French accounting principles.
The justification of our assessments covered the measurement of long-term investments.
Report on the Company financial statements (1st resolution)
2012 AGM PPR
PPR Group consolidated financial statements: certification without comments or qualifications
Page 271 of the Reference Document.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as of December 31, 2011 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
The justification of our assessments covered: Methods of implementing impairment tests for goodwill and assets with
indefinite useful lives.
Reasonableness of the estimates made by Management for the recording of provisions.
Methods of measuring long-term employee benefit obligations.
Report on the consolidated financial statements (2nd resolution)
2012 AGM PPR
Other reports issued by the Statutory Auditors (1/2)
Statutory Auditors’ report on internal control and risk management procedures
Page 136 of the Reference Document
We have nothing to report on the information in respect of the Company’s internal control and risk management procedures relating to the preparation and processing of the accounting and financial information contained in the report prepared by the Chairman of the Board of Directors in accordance with article L. 225-37 of the French Commercial Code.
Statutory Auditors’ special report on related-party agreements and commitments with third parties
Pages 293 and 294 of the Reference Document
The related-party agreement relating to the retirement commitment in favour of Mr. Jean-François Palus and the agreement relating to the payment for advisory and support services performed by Artémis, both authorized in previous years, are included in our special report
2012 AGM PPR
Statutory Auditors’ special reports on capital transactions: delegation of authority / authorisation to be granted to the Board of Directors.
We have no comments to make on these transactions which comply with the terms and conditions stipulated in the French Commercial Code.
Issue of redeemable share subscription and/or purchase warrants to Group employees and corporate officers, with cancellation of pre-emptive subscription rights.
Resolution 9
Issue of shares or marketable securities conferring entitlement to capital reserved for current and former employees who are members of a Company Savings Plan, with cancellation of pre-emptive subscription rights.
Resolution 10
Other reports issued by the Statutory Auditors (2/2)
2012 AGM PPR
First resolution (acting as an Ordinary Meeting)
Approval of the Parent Company financial statements for FY 2011
2012 AGM PPR
Second resolution (acting as an Ordinary Meeting)
Approval of the consolidated financial statements for FY 2011
2012 AGM PPR
Third resolution (acting as an Ordinary Meeting)
Appropriation of FY 2011 net income and distribution of a €3.50 dividend per share
2012 AGM PPR
Fourth resolution (acting as an Ordinary Meeting)
Renewal of the term of the Director Luca Cordero Di Montezemolo
2012 AGM PPR
Fifth resolution (acting as an Ordinary Meeting)
Renewal of the term of the Director Jean-Pierre Denis
2012 AGM PPR
Sixth resolution (acting as an Ordinary Meeting)
Renewal of the term of the Director Philippe Lagayette
2012 AGM PPR
Seventh resolution (acting as an Ordinary Meeting)
Election of Mr. Jochen Zeitz as a Director
2012 AGM PPR
Eighth resolution (acting as an Ordinary Meeting)
Authorization Resolution number
Term of authorization
Conditions
Share buy-back
Outstanding (May 2011)
18 months (November 2012)
Maximum purchase price: €160 Cap : 10 % of the share capital
8th resolution as of April 27, 2012
18 months (October 2013)
Maxium purchase price: €180 Cap: 10% of the share capital
2012 AGM PPR
Ninth resolution (acting as an Extraordinary Meeting)-BSAAR
Authorization Resolution number
Term of the authorization
Maximum par value issue
Issue of redeemable equity warrants (BSAAR) to employees and corporate officers
Outstanding (May 2011)
18 months (November 2012)
0.5 % of the capital at the time of the allocation
9th resolution as of April 27, 2012
18 months (October 2013)
0.5 % of the capital at the time of the allocation
2012 AGM PPR
Tenth resolution (acting as an Extraordinary Meeting)
Authorization Resolution number
Term of the authorization
Maximum par value issue
Capital increase reserved to the Company Employee Saving schemes employees
10th resolution as of April 27, 2012
26 months (June 2014)
€ 5.04 million
2012 AGM PPR
Eleventh resolution (acting as an Ordinary and Extraordinary Meeting)
Powers for formalities