X5 REPORTS FULL YEAR 2012 FINANCIAL RESULTS

X5 REPORTS full year 2012 FINANCIAL RESULTS:

Amsterdam, 7 March 2013 - X5 Retail Group N.V., ("X5" or the "Company") Russia's largest retailer in terms of sales (LSE ticker: "FIVE"), today published the Company's audited financial report for the year ended 31 December (FY) 2012, in accordance with International Financial Reporting Standards. X5's 2012 Annual Report is also available on the Company's website at www.x5.ru/en.

Income statement highlights(1)(2)

In FY 2012, X5's net sales in Russian Roubles (RUR) terms increased year-on-year (y-o-y) by 8.1%. The increase was primarily driven by sales growth at soft discounters and to a lesser extent at supermarkets and convenience stores, resulting from organic store additions, the positive performance of maturing stores added over the past two years and on-going promotional activities. These increases were partially offset by a decrease in net retail sales at hypermarkets.

In 2012, net RUR retail sales attributable to hypermarket operations decreased by 7.7% y-o-y primarily due to the closures of a 10,000 and 3,000 square meter hypermarket in July and December of 2012, respectively, the sell-off of a portion of the format's non-food product range in the fourth quarter (Q4) of 2011 as well as other operational issues related to the ongoing transformation of the format's business model in 2012.

Net sales in FY 2012 reported in U.S. Dollars (USD) increased by 2.2%, which differs from the reported increase in RUR terms due to exchange rate differences between the RUR, X5's operational currency, and the USD, the Company's presentation currency.

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 (1) Please note that in this and other tables of the press release, immaterial deviations in the calculation of % changes, subtotals and totals are explained by rounding.

 (2) X5's operational currency is the RUR, while the Company's presentation currency is the USD. As the RUR/USD exchange rate has substantially changed in the past twelve months, comparisons of the Company's financial results either with the corresponding period a year ago (for income statement) or with the beginning of the year (for statement of financial position) have been substantially affected by these movements. For more information please see page four of this press release.

(3) We disposed of the online retail brands, "bolero.ru" and "003.ru" on 29 April 2011. In mid-February 2012, X5 launched "E5.ru" brand, the Company's revised online retail business model.

The gross margin in FY 2012 amounted to 23.6%, which was 20 basis points (bp) below the gross margin in FY 2011. The decline in 2012 was primarily due to inventory clean up at distribution centersthroughout the year, which was partially offset by improved commercial terms from suppliers.

Selling, general and administrative (SG&A) expenses

In FY 2012, SG&A expenses, as a percentage of net sales, increased y-o-y by 3.0% to 23.5%. Excluding the impairment of assets effect, total SG&A costs as a percentage of net sales in FY 2012 amounted to 20.5% and were in line with the corresponding period in 2011.

Staff costs, as a percentage of net sales, decreased y-o-y by 16 bp in FY 2012 to 8.2% primarily due to the following: reclassification of security and maintenance staff expenses from staff costs to other store costs (39 bp), a y-o-y reduction in bonus accruals (20 bp) and a decrease in the social tax rate from 34% to 30%, effective from 1 January 2012 (20 bp). These decreases were partially offset by a y-o-y increase in our 2012 employee salaries and wages (24 bp) and out-staffing expense (10 bp) and a decrease in income recognized on the re-measurement of the Company's long term incentive plans (29 bp) at 31 December 2012, compared to the corresponding period of 2011.

The Company's FY 2012 lease expenses, as a percentage of net sales, increased y-o-y by 13 bp to 3.8% primarily due to an increase in store openings and the greater percentage of leased space in our total real estate portfolio. As a percentage of X5's total real estate portfolio, leased space accounted for 54.4% at 31 December 2012 compared to 53.6% in the corresponding period of 2011.

In FY 2012, other store costs increased, as a percentage of net sales, by 30 bp y-o-y to 1.7% mainly due to the reclassification of security and maintenance staff expenses from staff costs to other store costs.

Third party services expense in FY 2012 increased, as a percentage of net sales, by 8 bp y-o-y due to an increase in advertising and marketing activity.

Other expenses decreased by 50 bp in FY 2012, as a percentage of net sales, primarily due to a decrease in bad debt provision in 2012 (17 bp), while the remainder related to other immaterial expense items.

As a result of the factors discussed above, EBITDA in FY 2012 totaled USD 1,124 million (mln), or 7.1% of net sales.

Impairment of assets

In Q4 2012, the Company recorded an impairment charge to property, plant and equipment, intangible assets, investment property and prepaid leases in the amount of USD 343 mln, USD 78 mln, USD 26 mln and USD 20 mln, respectively. The impairment test was carried out in accordance with IAS 36 "Impairment of assets" and comprises impairments to certain non-performing assets, equipment and the Kopeyka brand. The aggregate amount of the impairment charge is RUR 14,530 mln or USD 467 mln. The impairment charge is a non-cash item, which did not affect the Company's key credit metrics or covenants, bank credit arrangements and bonds.

Non-operating gains and losses

Net finance costs in FY 2012 increased by 9.5% y-o-y in USD terms, and 15.8% in RUR. The weighted average effective interest rate on X5's total debt for FY 2012 increased to 8.6% from 7.7% for FY 2011. The increase was primarily due to the conversion of the Company's USD-denominated debt into RUR by year-end 2011, and the generally higher interest rates charged on RUR-based borrowings.

In FY 2012, X5 recorded an income tax benefit in the amount of USD 11 mln resulting from the Q4 2012 impairment charge. The Company's FY 2012 income tax expense, excluding the effect of the deferred tax income from impairment, was USD 80 mln, which implies an effective tax rate of 24.5% for the year.

Consolidated cash flow

Net cash from operating activities in FY 2012 amounted to USD 609 mln compared to USD 926 mln in FY 2011. The decrease was primarily due to changes in working capital and increases in interest expense and taxes paid in FY 2012. 

Working capital changes in 2012 were driven by an increase in trade payables, due to an increase in purchases related to the growth in sales and the seasonal buildup in inventory prior to the New Year holidays. The increase in purchases also resulted in a higher inventory balance at 31 December 2012 compared to the corresponding period in 2011, which was also affected by the sell-off of a portion of our product range.

Net cash used in investing activities totaled USD 796 mln in FY 2012, compared to USD 894 mln for the corresponding period in 2011, and generally consisted of payments for property, plant and equipment.

Net cash generated from financing activities in FY 2012 totaled USD 188 mln and was related to short-term credit facilities drawn to finance working capital requirements.

Liquidity update

At 31 December 2012, the Company's total debt amounted to USD 4,027 mln (at RUR exchange rate of 30.37), of which 41.7% was short-term debt (USD 1,681 mln) and 58.3% long-term debt (USD 2,346 mln). At 31 December 2012, the Company had access to RUR 81,600 mln (USD 2,687 mln) in undrawn credit lines with major Russian and international banks.

Effect of RUR/USD exchange rate movements on the presentation of X5's results

X5's operational currency is the Russian Rouble (RUR), while the Company's presentation currency is the U.S. Dollar (USD). As the RUR/USD exchange rate has substantially changed in the past twelve months, comparisons of the Company's financial results, either with the corresponding period a year ago (for income statement) or with the beginning of the year (for statement of financial position), have been substantially affected by these movements:

·; Comparisons of income statement figures with the respective period last year reflect a negative translational effect from RUR/USD rate movements, resulting in a difference between the y-o-y change in RUR and the respective change in USD of approximately 6% for FY 2012. For reference, to translate the Company's income statement from RUR to USD for presentation purposes, the Company applied a RUR/USD rate of 31.09 for FY 2012 (average for the period) and a RUR/USD rate of 29.39 for FY 2011 (average for the period).

·; Comparison of the statement of financial position at 31 December 2012 to the statement of financial position at 31 December 2011 reflects a positive translational effect from the RUR/USD exchange rate movement, resulting in a difference between the change in RUR and the respective change in USD of approximately 6%. For reference, to translate the statement of financial position from RUR to USD for presentation purposes, the Company applied a RUR/USD exchange rate of 30.37 at 31 December 2012 and RUR/USD exchange rate of 32.20 at 31 December 2011.

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(1) In RUR terms, as the Company's debt covenants are set in RUR terms in accordance with X5's loan facilities.

(2) Based on consolidated EBITDA of RUR 34,944 mln.

(3) Based on consolidated EBITDA of RUR 34,688 mln.

(4) Based on consolidated EBITDA of RUR 33,215 mln.

Appendices

I. Consolidated Income Statement for the three months and year ended 31 December 2012

II. Consolidated Statement of Comprehensive Income for the three months and year ended 31 December 2012

III. Consolidated Statement of Financial Position at 31 December 2012

IV. Consolidated Statement of Cash Flows for the year ended 31 December 2012

Note to Editors:

X5 Retail Group (LSE: FIVE, Moody's - "B2", S&P - "B+") is Russia's largest retailer in terms of sales. The Company operates several retail formats: the soft discounter chain under the Pyaterochka brand, the supermarket chain under the Perekrestok brand, the hypermarket chain under the Karusel brand, the online retail channel under the E5.ru brand and convenience stores under various brands.

At 31 December 2012, X5 had 3,802 Company-operated stores. It has the leading market position in both Moscow and St. Petersburg and a significant presence in the European part of Russia. Its store base includes 3,220 soft discounter stores, 370 supermarkets, 78 hypermarkets and 134 convenience stores. The Company operates 29 DCs and 1,956 Company-owned trucks across the Russian Federation. At 31 December 2012, the number of X5 employees totaled 109 thousand.

For the full year 2012, net sales totaled USD 15,795 mln, EBITDA reached USD 1,124 mln, and net loss amounted to USD 126 mln.

X5's Shareholder structure is as follows: Alfa Group - 47.86%, founders of Pyaterochka - 19.85%, X5 Directors - 0.13%, treasury shares - 0.11%, free float - 32.05%.

Forward looking statements:

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "expected", "plan", "goal", "believe", or other words of similar meaning.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond X5 Retail Group N.V.'s control. As a result, actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements.

Any forward-looking statements made by or on behalf of X5 Retail Group N.V. speak only as of the date of this announcement. Save as required by any applicable laws or regulations, X5 Retail Group N.V. undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this document that may occur due to any change in its expectations or to reflect events or circumstances after the date of this document.

Appendix I:

CONSOLIDATED INCOME STATEMENT

FOR THE THREE MONTHS AND YEAR ENDED 31 DECEMBER 2012

(expressed in thousands of US Dollars)

Appendix II:

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND YEAR ENDED 31 DECEMBER 2012

(expressed in thousands of US Dollars)

Appendix III: 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2012

(expressed in thousands of US Dollars)

Appendix IV:

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2012

(expressed in thousands of US Dollars)