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Heineken N.V. N.V. Heineken ANNUAL REPORT 2008 Annual Annual Report 2008 A l s o see www.enjoyheinekenresponsibly.com WELCOME TO THE WORLD’S MOST INTERNATIONAL BREWER: HEINEKEN 1 PROFILE 2 PERFORMANCE HIGHLIGHTS 4 MILESTONES 2008 REPORT OF THE EXECUTIVE BOARD 6 CHIEF EXECUTIVE’S STATEMENT 10 OUTLOOK 2009 12 EXECUTIVE COMMITTEE 14 OPERATIONAL REVIEW 14 INTRODUCTION 14 THE HEINEKEN BRAND 16 DRIVERS OF GROWTH 16 INTERNATIONAL MARKETING 18 SUSTAINABILITY 19 PERSONNEL AND ORGANISATION 20 REGIONAL REVIEW 22 WESTERN EUROPE 28 CENTRAL AND EASTERN EUROPE 32 AFRICA AND THE MIDDLE EAST 36 AMERICAS 40 ASIA PACIFIC 44 RISK MANAGEMENT 49 FINANCIAL REVIEW 54 DUTCH CORPORATE GOVERNANCE CODE 57 DECREE ARTICLE 10 REPORT OF THE SUPERVISORY BOARD 59 TO THE SHAREHOLDERS 62 SUPERVISORY BOARD 63 REMUNERATION REPORT FINANCIAL STATEMENTS 67 CONSOLIDATED INCOME STATEMENT 68 CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE 69 CONSOLIDATED BALANCE SHEET 70 CONSOLIDATED STATEMENT OF CASH FLOWS 72 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 136 HEINEKEN N.V. BALANCE SHEET 137 HEINEKEN N.V. INCOME STATEMENT 138 NOTES TO THE HEINEKEN N.V. FINANCIAL STATEMENTS OTHER INFORMATION 1 4 4 STATEMENT OF THE EXECUTIVE BOARD 1 4 5 APPROPRIATION OF PROFIT 1 4 6 AUDITOR’S REPORT 148 SHAREHOLDER INFORMATION 152 COUNTRIES AND BRANDS 1 6 0 HISTORICAL SUMMARY 162 GLOSSARY 1 6 4 REFERENCE INFORMATION HEINEKEN N.V. ANNUAL REPORT 2008 1 PROFILE Heineken is one of the world’s great Marketing excellence and innovation are key components of brewers and is committed to growth our growth strategy. In everything we do, it is the consumers and their changing needs that is at the heart of our efforts. and remaining independent. The brand that bears the founder’s family name – We also play an important role in society and in the communities in which we operate. Social responsibility and Heineken – is available in almost every sustainability underpin everything we do. As part of this, we country on the globe and is the world’s continue to increase our initiatives to combat alcohol abuse and misuse and we will work hard to reach the highest most valuable international premium environmental standards in the industry. beer brand. History The Heineken story began more than 140 years ago in 1864 when Gerard Adriaan Heineken acquired a small brewery in Our aim is to be a leading brewer in each of the markets in the heart of Amsterdam. Since 1886, the unique Heineken which we operate and to have the world’s most prominent A-yeast has guaranteed the pure, premium taste of Heineken brand portfolio. Our principal international brand is beer. After 13 years of prohibition, in 1933, Heineken set foot Heineken®, but the Group brews and sells more than 200 on American soil and in 1937 the first Heineken beer was international premium, regional, local and specialty beers brewed outside the Netherlands, in the Dutch East Indies. and ciders, including Amstel®, Birra Moretti®, Cruzcampo®, Foster’s®, Maes®, Murphy’s®, Newcastle Brown Ale®, Over the ensuing 60 years, growth and acquisitions Ochota®, Primus®, Sagres®, Star®, Strongbow®, Tiger® . substantially expanded the Company. The acquisition of and Zywiec®. Brau Union in Austria in 2003 significantly extended the pre-eminence of Heineken in Europe. We have the widest presence of all international brewers, thanks to our global network of distributors and 125 The acquisition of key Scottish & Newcastle businesses in breweries in more than 70 countries. In Europe we are 2008 represented the largest acquisition in the history of the largest brewer and cider producer. Heineken. It created a single, stronger, more competitive business focused on sustainable growth. We achieve our global coverage through a combination of wholly-owned companies, licence agreements, affiliates and Four generations of the Heineken family have been strategic partnerships and alliances. Some of our wholesalers passionately involved in the expansion of the Heineken brand also distribute wine, spirits and soft drinks. Our brands are well and the Heineken Company throughout the world. By the established in profitable, mature markets, whilst the popularity 21st century, the small 19th century local Amsterdam brewer of our beers is growing in emerging beer markets. has grown into a worldwide business with a global brand, employing more than 50,000 people. 2 HEINEKEN N.V. ANNUAL REPORT 2008 perforMANCE HIGHliGHTS €14,319 MillioN • Strong organic net profit growth of Revenue 11 per cent, ahead of forecast; net profit + 27.3% (beia) amounted to €1,013 million. €1,932 MillioN • Reported net profit of €209 million: diluted EBIT (beia) by lower than expected profits from new + 10.5% businesses, related financing charges and €1,013 MillioN net exceptional charges of €757 million. Net profit (beia) • Consolidated beer volume grew 3.5 per cent (9.5%) organically. 125.8 MillioN HECToliTreS 1 EBIT (beia) Net profit (beia) Consolidated beer volume In millions of EUR In millions of EUR + 19.4% 2004 1,322 2004 803 2005 1,319 2005 840 25.9 MillioN 2006 1,481 2006 930 2007 1,748 2007 1,119 HECToliTreS 2008 1,932 2008 1,013 Heineken volume in premium segment + 4.7% Consolidated beer volume1 Heineken volume in premium segment In millions of hectolitres In millions of hectolitres 2004 86.3 2004 19.2 2005 88.3 2005 20.1 2006 98.8 2006 22.5 2007 105.4 2007 24.7 2008 125.8 2008 25.9 HEINEKEN N.V. ANNUAL REPORT 2008 3 Key figures2 Results In millions of EUR 2008 20071 Change in % Revenue 14,319 11,245 27.3 EBIT3 1,080 1,418 (23.8) EBIT (beia)3 1,932 1,748 10.5 Net profit 209 807 (74.1) Net profit (beia)3 1,013 1,119 (9.5) EBITDA3 2,286 2,056 11.2 EBITDA (beia)3 2,720 2,384 14.1 Net debt 8,932 1,746 411.6 Dividend (proposed) 304 343 (11.4) Free operating cash flow3 550 663 (17.0) Balance sheet In millions of EUR Total assets 20,563 11,954 72.0 Equity attributable to equity holders of the Company 4,471 5,404 (17.3) Net debt position 8,932 1,746 411.6 Market capitalisation 10,708 21,639 (50.5) Results and balance sheet per share of €1.60 Weighted average number 1 Restated for change in accounting of shares – basic 488,930,340 489,353,315 (0.1) policies as disclosed in note 3(b) of the notes to the consolidated Net profit 0.43 1.65 (73.9) financial statements. Net profit (beia) 2.07 2.28 (9.2) 2 Please refer to the ‘Glossary’ Dividend (proposed) 0.62 0.70 (11.4) for definitions. Free operating cash flow 1.12 1.35 (17.0) 3 ‘EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free Equity attributable to equity operating cash flow’ are not financial holders of the Company 9.14 11.04 (17.2) measures calculated in accordance 4 with IFRS. Accordingly, it should not Share price 21.90 44.22 (50.5) be considered as an alternative to ‘results from operating activities’ or ‘profit’ as indicators of our Employees performance, or as an alternative to In numbers ‘cash flow from operating activities’ as a measure of our liquidity. Average number of employees 56,208 46,439 21.0 However, we believe that ‘EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free operating Ratios cash flow’ are measures commonly used by investors and as such useful EBIT as % of revenue 7.5% 12.6% (40.5) for disclosure. The presentation on these financial measures may not EBIT as % of total assets 5.3% 11.9% (55.5) be comparable to similarly titled measures reported by other Net profit as % of average equity companies due to differences in the attributable to equity holders of the Company 4.2% 15.5% (72.9) ways the measures are calculated. For a reconciliation of ‘results from Net debt/EBITDA (beia) 3.28 0.73 349.3 operating activities’, ‘profit’ and ‘cash flow from operating activities’ to Dividend % payout 30.0% 30.7% (2.3) ‘EBIT, EBIT (beia), net profit (beia), Cash conversion rate 47.8% 53.3% (10.3) EBITDA, EBITDA (beia) and free operating cash flow’ we refer to the EBITDA/Net interest expenses 6.0 22.6 (73.5) financial review on pages 49 to 53. 4 As at 31 December. 4 HEINEKEN N.V. ANNUAL REPORT 2008 MILESTONES 2008 JANUARY FEBRUARY ACQUISITioN IN JoiNT VENTUre ACQUISITioN AlGeriA SerBIA AND IN ROMANIA Heineken announces the Heineken announces the acquisition of the Tango KAZAKHSTAN acquisition of the Romanian Heineken announces the Brewery in Algiers, Algeria. brewer Bere Mures. The establishment of a joint venture transaction will strengthen with Efes Breweries International The company employs 350 Heineken’s number one position (EBI) in order to invest in the employees and operates a in the country, increasing both Uzbek beer market through modern brewing facility in its market share – to 31 per cent the acquisition of breweries. Rouiba, near Algiers, the – and its volume to 6 million Heineken and EBI hold 40 capital. The brewery has been hectolitres. per cent and 60 per cent operational since 2001 and respectively of the shares in has a production capacity The brewer is located in the joint venture, respectively, of 750,000 hectolitres. Targu Mures in the Transylvania with EBI responsible for region. The company employs operational management. The company’s portfolio 394 people and has a production consists of the leading capacity of 1.6 million hectolitres. In addition, Heineken and mainstream beer brand Tango EBI announce they intend to and two brands in the economy The company’s portfolio combine their operations in segment, Samba and Fiesta.