Annual Report 2017

Financial Highlights

Operations 2017 2016 %var 2015 2014 2013
Number of Liverpool and Fábricas de Francia stores 131 118 11.0% 108 101 96
Number of Suburbia stores 124          
Number of Galerías shopping centers 27 25 8.0% 25 24 22
Credit customers 4,703,986 4,364,874 7.8% 3,954,716 3,767,900 3,485,210
             
Results            
Total revenue 122,168,279 100,441,536 21.6% 91,292,889 81,213,589 74,105,444
Revenue from Retail Division and Services 108,583,138 87,897,130 23.5% 79,242,312 70,067,517 65,715,987
Revenue from Real Estate Division 3,104,213 3,179,298 -2.4% 3,020,831 2,707,054 2,579,680
Revenue from Credit Division 10,480,928 9,365,108 11.9% 9,029,746 8,439,018 5,809,777
Operating profit 15,231,684 13,406,391 13.6% 12,655,307 11,113,306 10,836,082
Net profit 9,885,690 10,140,432 -2.5% 8,848,315 7,763,480 7,701,930
EBITDA 18,350,475 16,050,912 14.3% 14,870,389 13,023,604 12,536,327
EBITDA margin 15.0% 16.0% -6.0% 16.3% 16.1% 16.9%
Profit per share 7.37 7.56 -2.5% 6.59 5.78 5.73

Figures in thousand of Mexican pesos, except EBITDA margin and Profit per share.

Letter from the Chairman of the Board

Dear Shareholders,
Puerto de Liverpool last year turned 170, and today its mission continues to be serving the great Mexican Family.

Two events that took place during the year also poised the group on the threshold of the future: the incorporation of Suburbia and its more than 8,500 employees, and an acceleration of online sales.

Those of us who work in the organization, every day and through a personal effort grounded in the values of integrity, innovation, cooperation and productivity, and supported by the many different divisions, formats, channels and brands that make up this company, are today able to provide a more immediate and focused service, tailored increasingly to the tastes and needs of every one of our customers.

For 2017, we completed our Ps. 8.10 billion investment plan, to which we added Ps. 18.20 billion for the Suburbia acquisition, bringing the total to Ps. 26.30 billion. We are confident that this significant effort places us on much stronger footing for the future.

Meticulous administration of our financial resources and especially our loan portfolio enabled us to make advance payments of Ps. 2.50 billion on loans taken out for our expansion, but reducing debt still remains a high priority for this group.

Through efforts such as these, Puerto de Liverpool brought in revenues of Ps. 122.17 billion last year, a 21.6% year-to-year growth; sales totaled Ps. 108.58 billion pesos, an increase of 23.5%; profits came to Ps. 9.89 billion, and EBITDA Ps. 18.35 billion.

Pursuing organic growth for our various divisions and brands is our goal for 2018. This includes the opening of four large Liverpool department stores, two Fábricas de Francia and five Suburbia stores, in addition to the expansion of two shopping centers and investment in new omnichannel and logistics platforms, all of which will enable us to provide a wider assortment of articles and services, as well as a substantial improvement in merchandise delivery times.

The future looks exciting, and with the renewed support of our shareholders, employees, tenants, suppliers, financial institutions, business partners and customers, we are confident we can reach new horizons.

Sincerely,

Max David
Chairman of the Board of Directors
Mexico City, March 15, 2018

Dear Shareholders,
Puerto de Liverpool last year turned 170, and today its mission continues to be serving the great Mexican Family.

Two events that took place during the year also poised the group on the threshold of the future: the incorporation of Suburbia and its more than 8,500 employees, and an acceleration of online sales.

Those of us who work in the organization, every day and through a personal effort grounded in the values of integrity, innovation, cooperation and productivity, and supported by the many different divisions, formats, channels and brands that make up this company, are today able to provide a more immediate and focused service, tailored increasingly to the tastes and needs of every one of our customers.

For 2017, we completed our Ps. 8.10 billion investment plan, to which we added Ps. 18.20 billion for the Suburbia acquisition, bringing the total to Ps. 26.30 billion. We are confident that this significant effort places us on much stronger footing for the future.

Meticulous administration of our financial resources and especially our loan portfolio enabled us to make advance payments of Ps. 2.50 billion on loans taken out for our expansion, but reducing debt still remains a high priority for this group.

Through efforts such as these, Puerto de Liverpool brought in revenues of Ps. 122.17 billion last year, a 21.6% year-to-year growth; sales totaled Ps. 108.58 billion pesos, an increase of 23.5%; profits came to Ps. 9.89 billion, and EBITDA Ps. 18.35 billion.

Pursuing organic growth for our various divisions and brands is our goal for 2018. This includes the opening of four large Liverpool department stores, two Fábricas de Francia and five Suburbia stores, in addition to the expansion of two shopping centers and investment in new omnichannel and logistics platforms, all of which will enable us to provide a wider assortment of articles and services, as well as a substantial improvement in merchandise delivery times.

The future looks exciting, and with the renewed support of our shareholders, employees, tenants, suppliers, financial institutions, business partners and customers, we are confident we can reach new horizons.

Sincerely,

Max David
Chairman of the Board of Directors
Mexico City, March 15, 2018

Report from the Chief Executive Officer

Mexico faced daunting challenges in 2017: natural disasters like the September earthquakes, floods, exchange-rate volatility, price inflation, and rising crime and public safety problems. It was also a year of major achievements, signs of solidarity, common efforts. In short, it was a year of changes, and for Liverpool, a highly important one. We celebrated our 170th year as a company and we continue transforming ourselves. We have followed the path of cultural and technological change to become a truly omnichannel company. We had a record year in terms of expansion, with 11 openings, and in April we acquired Suburbia, a highly successful clothing store chain, enabling us to serve new customers, and we even added two new stores of this format, bringing the total to 124 Suburbia stores. Last year was also by far the year of greatest investment for the company, making it clear that Liverpool is growing, and stands behind Mexico.

In this year of transformation, we focused on serving a customer now more immersed in an omnichannel world, where digital media are becoming increasingly important. We launched an app for online shopping, designed for mobile devices. We opened a central warehouse in northern Mexico City that will expedite customer delivery and improve inventory reliability. We completed construction of a new call center in Morelia, Michoacán, where we can better support and advise our customers. Additionally, to enhance the appeal of our product offering, we launched an improved version of our internal app, aimed at providing a better experience in our stores. Customers can use it to locate not only articles in stock in that store but in our entire store chain, in real time, as well as a wide variety of inventory in our extended catalog. We know that technological advances will continue to change the way we reach our customers, which we find very exciting, because in the future the new ways we can better satisfy them will be limited only by our imagination.

Suburbia is the largest acquisition in this company’s history. In April, Puerto de Liverpool acquired this 122-store chain, welcoming more than 8,500 new employees to the group. We were immediately able to confirm that the loyalty and talent of the people working at Suburbia was the most attractive aspect of this partnership. We opened two additional Suburbia stores, and the results of these first nine months of operations have been far better than we expected in terms of sales and profits. With Suburbia, we also gained access to great store brands like Weekend, Contempo and Metropolis, and a culture of savings and efficiency that will undoubtedly make us grow as a group. Suburbia’s commercial revenues in this period totaled Ps. 12.53 billion, EBITDA was Ps. 1.62 billion, and pre-tax net profit was Ps. 1.30 billion pesos.

We also opened 11 new Liverpool and Fábricas de Francia stores, and achieved a 5.8% growth in same-store sales compared to 2016. Even though we had to close Liverpool Coapa—one of our most successful stores—during the strongest season of the year, due to the effects of the September 19th earthquake, we also achieved total store sales growth of 9.3% and an 8.0% increase in operating income over the preceding year.

In our real-estate division, we opened Galerías Tlaxcala, and despite the fact that Galerías Coapa was closed starting in September, profits for this division rose by 6.6% over 2016. We expect to reopen both the Liverpool store and the Galerías Coapa shopping center toward the end of 2018.

It was a difficult year for credit, as evident in our NPL rate. At the close of 2017, with some effort, our past-due loan portfolio began to show signs of improvement, moving down to 4.5%. With this, the growth of our private label card was only 0.8% compared to 2016. For the Liverpool-Visa card, growth, also compared to 2016, was 9.6% and, as in the previous case, the NPL rate improved a bit toward the end of the year. In the area of insurance, strong customer acceptance of family and merchandise protection policies drove a 10.5% increase over 2016.

For boutiques, the results were mixed: cosmetic brands and some clothing labels like Gap and Banana Republic saw a substantial improvement over preceding years. But brands like Sfera and Williams-Sonoma experienced a drop in margins, due to the exchange rate in the early months of 2017 and excess inventory in the last months of the year.

Although it is increasingly difficult to separate online sales from physical stores, internet and phone sales grew 45.6% between 2016 and 2017. Today, in much of their online shopping, customers prefer to pick up the merchandise in our stores under the Click & Collect system, while a substantial portion of in-store sales are made following the customers’ previous browsing in our online store. Clearly the market is increasingly hybrid—an omnichannel world—and that is where we are focusing, committed to remaining an important part of our customers’ lives.

Sincerely,

Graciano Guichard G.
Chief Executive Officer
December 31, 2017

Mexico faced daunting challenges in 2017: natural disasters like the September earthquakes, floods, exchange-rate volatility, price inflation, and rising crime and public safety problems. It was also a year of major achievements, signs of solidarity, common efforts. In short, it was a year of changes, and for Liverpool, a highly important one. We celebrated our 170th year as a company and we continue transforming ourselves. We have followed the path of cultural and technological change to become a truly omnichannel company. We had a record year in terms of expansion, with 11 openings, and in April we acquired Suburbia, a highly successful clothing store chain, enabling us to serve new customers, and we even added two new stores of this format, bringing the total to 124 Suburbia stores. Last year was also by far the year of greatest investment for the company, making it clear that Liverpool is growing, and stands behind Mexico.

In this year of transformation, we focused on serving a customer now more immersed in an omnichannel world, where digital media are becoming increasingly important. We launched an app for online shopping, designed for mobile devices. We opened a central warehouse in northern Mexico City that will expedite customer delivery and improve inventory reliability. We completed construction of a new call center in Morelia, Michoacán, where we can better support and advise our customers. Additionally, to enhance the appeal of our product offering, we launched an improved version of our internal app, aimed at providing a better experience in our stores. Customers can use it to locate not only articles in stock in that store but in our entire store chain, in real time, as well as a wide variety of inventory in our extended catalog. We know that technological advances will continue to change the way we reach our customers, which we find very exciting, because in the future the new ways we can better satisfy them will be limited only by our imagination.

Suburbia is the largest acquisition in this company’s history. In April, Puerto de Liverpool acquired this 122-store chain, welcoming more than 8,500 new employees to the group. We were immediately able to confirm that the loyalty and talent of the people working at Suburbia was the most attractive aspect of this partnership. We opened two additional Suburbia stores, and the results of these first nine months of operations have been far better than we expected in terms of sales and profits. With Suburbia, we also gained access to great store brands like Weekend, Contempo and Metropolis, and a culture of savings and efficiency that will undoubtedly make us grow as a group. Suburbia’s commercial revenues in this period totaled Ps. 12.53 billion, EBITDA was Ps. 1.62 billion, and pre-tax net profit was Ps. 1.30 billion pesos.

We also opened 11 new Liverpool and Fábricas de Francia stores, and achieved a 5.8% growth in same-store sales compared to 2016. Even though we had to close Liverpool Coapa—one of our most successful stores—during the strongest season of the year, due to the effects of the September 19th earthquake, we also achieved total store sales growth of 9.3% and an 8.0% increase in operating income over the preceding year.

In our real-estate division, we opened Galerías Tlaxcala, and despite the fact that Galerías Coapa was closed starting in September, profits for this division rose by 6.6% over 2016. We expect to reopen both the Liverpool store and the Galerías Coapa shopping center toward the end of 2018.

It was a difficult year for credit, as evident in our NPL rate. At the close of 2017, with some effort, our past-due loan portfolio began to show signs of improvement, moving down to 4.5%. With this, the growth of our private label card was only 0.8% compared to 2016. For the Liverpool-Visa card, growth, also compared to 2016, was 9.6% and, as in the previous case, the NPL rate improved a bit toward the end of the year. In the area of insurance, strong customer acceptance of family and merchandise protection policies drove a 10.5% increase over 2016.

For boutiques, the results were mixed: cosmetic brands and some clothing labels like Gap and Banana Republic saw a substantial improvement over preceding years. But brands like Sfera and Williams-Sonoma experienced a drop in margins, due to the exchange rate in the early months of 2017 and excess inventory in the last months of the year.

Although it is increasingly difficult to separate online sales from physical stores, internet and phone sales grew 45.6% between 2016 and 2017. Today, in much of their online shopping, customers prefer to pick up the merchandise in our stores under the Click & Collect system, while a substantial portion of in-store sales are made following the customers’ previous browsing in our online store. Clearly the market is increasingly hybrid—an omnichannel world—and that is where we are focusing, committed to remaining an important part of our customers’ lives.

Sincerely,

Graciano Guichard G.
Chief Executive Officer
December 31, 2017

The Board of Directors’ Report to the Shareholders’ Meeting
Operating
Summary

Board of Directors

Max David1
Chairman

Madeleine Brémond S.1
Vice Chairman
Director of Orion Tours, S.A. de C.V.

Miguel Guichard1
Vice Chairman
Member, Executive Committee

Enrique Brémond S.1
Administrator, Victium, S.A. de C.V.

Jorge Salgado2,3
Independent Consultant and Chairman of the Audit and Societary Practices Committee

Juan David1
Director, Banco Invex, S.A.

Pedro Velasco2,3
Partner Emeritus and Board Member, Santamarina and Steta, S.C.

Juan Miguel Gandoulf2,3
Director, Sagnes Constructores, S.A. de C.V.

Armando Garza Sada2
Chairman, Alfa, S.A.B. de C.V.

Ricardo Guajardo2
Consultant

Graciano Guichard M.1
Director, M. Lambert y Cía. Sucs., S.A. de C.V.

Guillermo Simán2
Vicepresident, Grupo Unicomer

Esteban Malpica2
Directing Partner, Praemia, S.C.

Maximino Michel G.1
Independent Businessman

Luis Tamés2
Independent Businessman

Ignacio Pesqueira
Secretary
Partner, Galicia Abogados, S.C.

Norberto Aranzábal
Deputy Secretary
Legal Director, Servicios Liverpool, S.A. de C.V.

Executive Committee
Graciano Guichard G.
Chairman

Santiago de Abiega
Max David
Miguel Guichard
Enrique Güijosa
Ernesto Ynestrillas

Norberto Aranzábal
Secretary

Patrimony Board
Enrique Brémond
Chairman

Juan David
Member of the Board

Juan Guichard
Member of the Board

Magdalena Michel
Member of the Board

Madeleine Brémond
Alternate Board Member

Monique David
Alternate Board Member

Magdalena Guichard
Alternate Board Member

Bertha Michel
Alternate Board Member

Alejandro Duclaud
Secretary

Honorary Chairman
Enrique Brémond

Honorary Board Members
José Calderón
J. Claudio Montant
Pedro Robert

1 Patrimony Board Member
2 Independent Board Member
3 Audit Committee Member

Board of Directors

Max David1
Chairman

Madeleine Brémond S.1
Vice Chairman
Director of Orion Tours, S.A. de C.V.

Miguel Guichard1
Vice Chairman
Member, Executive Committee

Enrique Brémond S.1
Administrator, Victium, S.A. de C.V.

Jorge Salgado2,3
Independent Consultant and Chairman of the Audit and Societary Practices Committee

Juan David1
Director, Banco Invex, S.A.

Pedro Velasco2,3
Partner Emeritus and Board Member, Santamarina and Steta, S.C.

Juan Miguel Gandoulf2,3
Director, Sagnes Constructores, S.A. de C.V.

Armando Garza Sada2
Chairman, Alfa, S.A.B. de C.V.

Ricardo Guajardo2
Consultant

Graciano Guichard M.1
Director, M. Lambert y Cía. Sucs., S.A. de C.V.

Guillermo Simán2
Vicepresident, Grupo Unicomer

Esteban Malpica2
Directing Partner, Praemia, S.C.

Maximino Michel G.1
Independent Businessman

Luis Tamés2
Independent Businessman

Ignacio Pesqueira
Secretary
Partner, Galicia Abogados, S.C.

Norberto Aranzábal
Deputy Secretary
Legal Director, Servicios Liverpool, S.A. de C.V.

Executive Committee
Graciano Guichard G.
Chairman

Santiago de Abiega
Max David
Miguel Guichard
Enrique Güijosa
Ernesto Ynestrillas

Norberto Aranzábal
Secretary

Patrimony Board
Enrique Brémond
Chairman

Juan David
Member of the Board

Juan Guichard
Member of the Board

Magdalena Michel
Member of the Board

Madeleine Brémond
Alternate Board Member

Monique David
Alternate Board Member

Magdalena Guichard
Alternate Board Member

Bertha Michel
Alternate Board Member

Alejandro Duclaud
Secretary

Honorary Chairman
Enrique Brémond

Honorary Board Members
José Calderón
J. Claudio Montant
Pedro Robert

1 Patrimony Board Member
2 Independent Board Member
3 Audit Committee Member