Présentation PowerPoint - kering.com · plus net charges to depreciation, amortization and...

62
2012 Annual General Meeting PPR 2011 An outstanding year

Transcript of Présentation PowerPoint - kering.com · plus net charges to depreciation, amortization and...

2012 Annual General Meeting PPR

2011 An outstanding year

2012 Annual General Meeting PPR

Annual General Meeting April 27, 2012

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

Agenda & regulatory issues

Michel Friocourt Group General Counsel

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 an outstanding year

François-Henri Pinault Chairman & CEO

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

Analysis of 2011 annual results

Jean-François Palus Group Managing Director

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

Governance

Patricia Barbizet Vice-Chair of the Board of Directors

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

Sustainable Development

Jochen Zeitz Chief Sustainability Officer

Amy, PPR

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

Strategy & Outlook

François-Henri Pinault Chairman & CEO

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

Statutory Auditors’ reports

Assemblée Générale PPR 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

Questions & Answers

2012 AGM - PPR

Resolutions

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

2012 Annual General Meeting PPR

Annual General Meeting April 27, 2012