Dairy Crest Group plc Dairy Crest Group plc Claygate House Littleworth Road Esher Surrey KT10 9PN Company No: 3162897 Visit our website at www.dairycrest.co.uk Annual Report 2014 http://www.dairycrest.co.uk/investors/ THINKING DIFFERENTLY Dairy Crest Group plc Annual Report 2014 THINKING THINKING DIFFERENTLY DIFFERENTLY This report is printed on Hello Silk paper. This paper has been independently certified as meeting the standards of the Forest Stewardship Council® (FSC) Cows pictured with kind and was manufactured at a mill that is certified to the permission of their owners: ISO14001 and EMAS environmental standards. John S. Pile (Farms) Ltd, The inks used are all vegetable based. Middle Farm, Lewes, East Sussex and D.Goodwin Printed at Pureprint. & Sons, Hill House Farm, Lindfield, West Sussex; Designed and produced by Tor Pettersen & Partners. both of whom supply their Photographic direction by Hudson Wright Associates. milk to Dairy Crest. Board photography by Ed Hill. CONTENTS Dairy Crest is the largest UK-owned dairy food 2 At a glance company. We process and market nutritious fresh Strategic report 4 Our business model milk and branded dairy products. The Company 6 Our strategy has a well-established strategy, a clear vision, 8 Our people 11 Acting Chairman’s statement robust values and good people. 12 Chief Executive’s review 14 Principal risks and uncertainties The year ended 31 March 2014 was one 17 Performance Strategic report of consolidation for Dairy Crest. Following the 17 – Spreads & butters 18 – Cheese & whey transformational sale of our French spreads 20 – Dairies 22 – Milk Procurement business, St Hubert, last year we have continued 23 – Corporate Responsibility to execute our long term strategy of growing our 28 – Financial review key brands and other added value sales and Governance 32 Board of Directors and Advisers reducing our costs. Governance 34 Management team We constantly innovate, bringing new products 35 Corporate governance 45 Directors’ remuneration report to market and new ways of working across 63 Directors’ report the business. 66 Statement of Directors’ responsibilities We are a responsible business and have The numbers recently been awarded 4.5 stars by Business in 67 Independent auditor’s report the Community, their highest ranking in the whole 69 Consolidated income statement 70 Consolidated statement of the UK. of comprehensive income 71 Consolidated and Parent The numbers The Dairy Crest is well positioned to generate Company balance sheets growth which will benefit everyone associated 72 Consolidated statement of changes in equity with the business. 73 Parent Company statement of changes in equity 74 Consolidated and Parent Company statement of cash flows 75 Accounting policies 81 Notes to the financial statements 127 Group financial history 128 Shareholders’ information Notice: Limitations on Director liability – company law. Liabilities of the Directors in Non-GAAP measures of financial performance The purpose of the Annual Report is to provide connection with that report shall be subject to the used throughout this Annual Report and information to members of the Company and it limitations and restrictions provided by such law. Accounts are defined in the Financial review has been prepared for, and only for, the members on pages 28 to 31 and in Note 1 to the of the Company, as a body. The Company its Cautionary statement regarding forward financial statements. Directors, employees, agents and advisors do looking statements – The Group’s reports not accept or assume responsibility to any other including this Annual Report and Accounts and person to whom this document is shown or written information released or oral statements into whose hands it may come and any such made to the public in future, by or on behalf responsibility is expressly disclaimed. Under the of the Company and the Group, may contain Companies Act 2006, a safe harbour limits the forward-looking statements. By their nature, liability of Directors in respect of statements in these statements involve uncertainty since future and omissions from the Report of the Directors events and circumstances can cause results contained on pages 4 to 33 and 35 to 44. Under to differ materially from those anticipated. The English law the Directors would be liable to forward-looking statements reflect knowledge the Company (but not to any third party) if the and information available at the time of their Report of the Directors contained errors as a preparation and, except to the extent required by result of recklessness or knowing misstatement applicable regulations or by law, the Company or dishonest concealment of a material fact, but and the Group undertake no obligation to update would not otherwise be liable. The Report of the these forward-looking statements. Nothing in this Directors has been drawn up and presented in Annual Report and Accounts should be construed accordance with and in reliance upon English as a profit forecast. Dairy Crest Annual Report 2014 1 AT A GLANCE Who we are Dairy Crest is the largest UK-owned dairy food company, processing and selling fresh milk and branded dairy products in the UK Vision Strategy • We are proud of our links to • We aim to meet • To build market-leading • To improve quality of the countryside, our dairy consumers’ needs and positions in branded and earnings and reduce risk heritage and the part they go where this takes us added value markets To generate organic play in everyday life • • As we grow, we will look • To focus on cost growth and to make • We want to earn the right after our people and reduction and efficiency acquisitions and to consumers’ loyalty by the communities where improvements disposals where they providing healthy, enjoyable, we work will generate value convenient products Product groups Spreads & butters Cheese & whey Dairies Dairy Crest produces some of Dairy Crest has the leading We process and deliver fresh the UK’s leading spreads and butter cheese brand in the UK, Cathedral conventional, organic and flavoured brands. We focus on two key brands City, and a world-class cheese supply milk to major retailers, ‘middle ground’ Clover and Country Life. chain. Cathedral City is made at our customers including smaller retailers, We also manufacture and sell Davidstow creamery in Cornwall from coffee shops and hospitals, and Frylight one calorie cooking spray. milk supplied by local dairy farmers. residential customers. The cheese is matured, cut and We also manufacture and sell FRijj, wrapped at our purpose-built facility in the leading fresh flavoured milk brand, Nuneaton from where it is despatched cream and milk powders. to retailers. We also have a smaller cheese packing facility at Frome, Somerset which provides the business with additional flexibility. Whey, a by-product of cheese-making, is also produced at Davidstow and is currently dried and sold as whey powder. Contribution to Group % of total Group Revenue excludes other revenue. Profit is product group profit excluding associates Spreads revenue Spreads profit Cheese revenue Cheese profit Dairies revenue Dairies profit 13% 23% 19% 52% 68% 25% Highlights • In a difficult butter and spreads market • Cathedral City continues to grow market • Increased profits from Dairies arising Clover grew volume but lost a little market share and is now Britain’s 18th largest from strong property sales share, Country Life spreadable grew and grocery brand (Source: The Grocer) Cost savings delivered ahead of target outperformed the market but sales of • Cathedral City brand extended outside of Country Life block butter declined • FRijj capacity extended and new flavours cheese for the first time with Baked Bites • and pack sizes successfully introduced • The rationalisation of our spreads and butter – Cathedral City biscuits manufacturing onto one well-invested site is On track to commence demineralised nearing completion • whey powder (a base ingredient for infant • Frylight sales have grown strongly in the year formula) production in 2015 2 Dairy Crest Annual Report 2014 Markets Financial highlights DairyDairy isis now worth Revenue Adjusted profit Net debt (£m) before tax* (£m) (£m) £10.6now worth bn 336.4 337.2 65.3 1,530.6 1,514.7 1,502.2 311.6 1,391.0 1,381.6 52.9 49.7 49.0 47.5 £ Dairy bn 10.6 142.2 £10.6 bn * Before exceptionals, Source: Source: 59.7 amortisation of IRI 52 weeks ended IRI 52 weeks ended acquired intangibles 29 March 2014 29 March 2014 and pension interest 10 11 12 13 14 10 11 12 13 14 10 11 12 13 14 Production sites Spreads & butters Kirkby Foston Crudgington No1 UK Nuneaton dairy spread Severnside Chadwell Heath Hanworth Erith Frome Frylight 1Cal Chard Davidstow Cheese & whey Dairies Fresh milk Country Life milk No1 UK to retailers branded cheese No1 ready Residential to drink delivery – flavoured milk ‘milk&more’ Dairy Crest Annual Report 2014 3 OUR BUSINESS MODEL Making the most from milk Cheese & whey Raw milk Cheese Cheese Dairies and Spreads Packaged milk Whey Cream Dairies Butter Retail Dairy Crest is the largest UK-owned dairy food company. Our business depends on milk and we Residential make sure we use every drop we buy. This diagram Middle ground shows how milk flows through our business and the Skimmed milk products we make from it. powder We have three product groups: Cheese & whey, Spreads & butters and Dairies. Potted cream Cream for manufacturing Buttermilk Bulk butter Spreads & butter Packet butter Milk Procurement Cheese & whey Spreads & butters Dairy spreads A sustainable supply of high We process over 400 million Our Spreads & butters quality milk is important to litres of milk into cheese each operation makes butter and Dairy Crest. We buy 1.9 year; which is all sourced direct dairy spreads from cream billion litres each year – from dairy farmers in Devon separated from the milk around 1 litre in every 6 and Cornwall and turned into processed by our Dairies produced in Great Britain.