Annual Report 2013 Annual Report 2013 Overview Introduction and contents As the leading Company in the fragrance This industry leadership position is and flavour industry, Givaudan develops underpinned by a sales and marketing unique and innovative fragrance and presence in all major markets. flavour creations for its customers around the world. We have a market share of We create fragrances for personal and approximately 25%. home care brands that range from prestige perfumes to laundry care, and in flavours our expertise spans beverages, savoury, snacks, sweet goods and dairy products. Sustainable Overview business model Compensation report 02 Growth strategy 42 – Investor relations 73 – Compensation governance 03 Financial highlights 44 – Customers 73 – Compensation principles 04 Business model 45 – Our people 74 – Compensation of Givaudan 05 Distinct capabilities 47 – Procurement executives 06 Global operations 47 – Supply chain 77 – Compensation of the Executive Committee 08 Key events 48 – Information technology 78 – Compensation of 10 Chairman’s introduction 49 – Environment, Health and Safety the Board of Directors 12 Chief Executive Officer’s review 50 – Risk management 79 – Share ownership guidelines 52 – Compliance 79 – Ownership of shares 53 – Regulatory 80 – Ownership of share options and unvested share rights Strategy Governance Financial report 16 Developing markets 56 Corporate governance 83 Financial review 18 Research and Development 56 – Group structure and shareholders 86 Consolidated financial statements 24 Health and Wellness 57 – Capital structure 91 Notes to the consolidated 26 Sustainable sourcing of raw materials 58 – Board of Directors financial statements 66 – Executive Committee 141 Report of the statutory auditors on 28 Targeted customers and segments 70 – Compensation, shareholdings the consolidated financial statements and loans 142 Statutory financial statements of 70 – Shareholders’ participation Givaudan SA 71 – Change of control and 144 Notes to the statutory Performance defence measures financial statements 71 – Auditors 148 Appropriation of available earnings 31 Business performance and distribution from the general 71 – Information policy 33 Fragrance Division legal reserve 37 Flavour Division – additional paid-in capital of Givaudan SA 149 Report of the statutory auditors on the financial statements Overview Inspired by nature Overview Nature provides many magical moments for us to Strategy experience, from the joy of tasting a juicy mango to smelling the comforting essence of jasmine in our homes. Givaudan has a long tradition of discovering flowers, fruits and other natural raw materials all over the world. Our perfumers and flavourists are inspired by their Performance beautiful essences in creating new fragrances and flavours, and our scientists and technologists are dedicated to preserving their authentic scents and tastes. We are at the forefront of offering a broad portfolio of natural products and are proud of our research and technologies in using natural ingredients. Continuous investment is aimed model Sustainable at discovering how best to use limited and precious natural resources in our creative processes, and to meet increased consumer interest in natural ingredients and Health and Wellness products. Givaudan has a strong commitment to sourcing raw materials Governance in a sustainable way. This means ensuring traceability and consistent product quality, creating partnerships with – and supporting – the communities that supply us, and protecting naturals and the environment. For Givaudan, nature and technology are natural partners in bringing the memory of nature’s smells report Compensation and tastes to people around the world. Financial reportFinancial Givaudan SA – 1 Annual Report 2013 Overview Continued execution of our growth strategy... By executing our five-pillar growth strategy, we are delivering on our 2015 mid-term targets: sales and market share gains by outperforming the underlying market growth, achieving industry-leading EBITDA margins, generating an annual free cash flow (FCF) of 14–16% of sales and returning over 60% of FCF to shareholders1. Ambitious 2015 targets 4.5 to 5.5% 14 to 16% Above 60% organic Best-in-class free cash flow as free cash flow sales growth EBITDA % of sales return to per annum2 by 2015 shareholders1 Driven by our five-pillar growth strategy Five-pillar growth strategy Developing Health and Targeted Sustainable Research and markets Wellness customers sourcing Development and segments of raw materials For more detail For more detail For more detail For more detail For more detail See page 16 See page 24 See page 28 See page 26 See page 18 1) Above 60% return to shareholders whilst maintaining a leverage ratio of no more than 25%. 2) Sales growth assumes a market growth of 2-3%. 2 – Givaudan SA Annual Report 2013 Overview results in another year of strong performance. Overview Strategy CHF 4.4 billion 45 % of sales CHF 970 million Sales up 5.5% LFL* in developing markets EBITDA 22.2 % CHF 490 million CHF 662 million EBITDA margin Net income, up 19.5% year on year Free cash flow Performance CHF 6.2 billion CHF 2.8 billion CHF 3.4 billion Total assets Total liabilities Total equity *LFL = Like-for-like excludes the impact of currency, acquisitions and disposals Sustainable model Sustainable Key figures In millions of Swiss francs, except per share and employee data 2013 2012b Group sales 4,369 4,257 Fragrance sales 2,083 2,021 Flavour sales 2,286 2,236 Governance Gross profit 1,954 1,806 as % of sales 44.7% 42.4% EBITDAa 970 889 as % of sales 22.2% 20.9% Operating income 693 626 as % of sales 15.9% 14.7% Income attributable to equity holders of the parent 490 410 report Compensation as % of sales 11.2% 9.6% Earnings per share – basic (CHF) 53.43 45.04 Earnings per share – diluted (CHF) 52.83 44.74 Operating cash flow 888 781 as % of sales 20.3% 18.3% Free cash flow 662 512 as % of sales 15.2% 12.0% Financial reportFinancial Number of employees 9,331 9,124 a) EBITDA: Earnings Before Interest (and other financial income (expense), net), Tax, Depreciation and Amortisation. This corresponds to operating income before depreciation, amortisation and impairment on joint ventures. b) Previous year figures have been restated as a result of changes to accounting policies and presentation (see Note 2.1.1 in our Financial report). Givaudan SA – 3 Annual Report 2013 Overview Our robust business model... Throughout our value chain, we are Operational excellence is driving our committed to anticipating market trends sourcing, production and supply chain and enhancing our competitiveness. to continuously deliver consistent We continuously invest into consumer high-quality products. understanding, innovation and in expanding our global market presence. We care about operating a sustainable business model, creating value for To satisfy locally relevant consumer shareholders and employees, and being preferences, we put a close collaboration able to re-invest in the future growth of with our customers at the heart of creating our business. innovative fragrances and flavours. Cus tomer par tnership Consumer Creation & understanding Research Winning application the brief Discovery Customer orders R aw m O at per S eria ational exce e er ls llenc vic es Sourcing Re-invest in innovation Production Supply Revenues Finance our operations Return value to shareholders 4 – Givaudan SA Annual Report 2013 Overview is underpinned by distinct capabilities... Overview We are proud of our capabilities in creation, innovation and Strategy operational excellence, seeking creativity for commercial success and driving performance to satisfy customers. Performance Sustainable model Sustainable Governance Creation Innovation Operational excellence The heart of our The bedrock for continued A culture of driving business commercial success performance report Compensation • Passionate perfumers • Pioneering R&D teams • Global spread of and flavourists operations, with local • Focus on the science presence • Unique product palettes of taste and smell and ingredients • Supply chain excellence, • Broad product offering addressing customers’ • Customer intimacy and for diverse client portfolio unmet needs reportFinancial consumer understanding • Sustainable sourcing of raw materials Givaudan SA – 5 Annual Report 2013 Overview ...and operations that span the globe. What we do Who we do it for Fragrance Division Our customers are global, regional and local. They serve end consumer markets with fragrances for personal, home and Our talents extend across three business areas – laundry care brands, as well as prestige perfumes. In flavours, Fine Fragrances, Consumer Products and Fragrance our customers are in beverages, savoury, snacks, sweet Ingredients – through which we create scents for leading goods and dairy products. We have a network of more than brands worldwide. In-depth consumer understanding, a 40 subsidiaries working in close partnership with customers high-performing research and development organisation around the world. and an efficient global operations network support our business. Our perfumery team is the largest in the industry. Fragrance Division sales Fragrance Ingredients Fine Fragrances Internal use Signature fragrances Third party sales Line extensions Total 48% of 11% Group sales 19% Consumer Products Fabric & personal care Hair & skin care Household & air care Oral care 70% Flavour Division We work with food and beverage manufacturers to develop flavours