Reckitt Benckiser Group plc Reckitt Benckiser Group Healthier Happier Annual Report and Financial Statements 2012 Stronger Reckitt Benckiser Group plc Annual Report and Financial Statements 2012 Contents 1 Chairman’s Statement 2 Chief Executive’s Statement 10 Business Review 2012 18 Board of Directors and Executive Committee 19 Report of the Directors 22 Chairman’s Statement on Corporate Governance 24 Corporate Governance Report 30 Statement of Directors’ Responsibilities 31 Directors’ Remuneration Report 38 Independent Auditors’ Report to the members of Reckitt Benckiser Group plc 39 Group income statement 39 Group statement of comprehensive income 40 Group balance sheet 41 Group statement of changes in equity 42 Group cash flow statement 43 Notes to the financial statements 75 Five-year summary 76 Parent Company – Independent Auditors’ Report to the members of Reckitt Benckiser Group plc 77 Parent Company balance sheet 78 Notes to the Parent Company financial statements 84 Shareholder information Chairman’s Statement largest consumer health care category in The Board conducted its regular reviews the world with the acquisition of Schiff of the Company’s brands, geographic area Nutrition International, Inc. (Schiff) and and functional performance together with its leading US brands in the vitamins, detailed reviews of its human resources. minerals and supplements market. There The Board also completed its annual were also a few disposals of non core assessment of corporate governance assets. Net debt at the end of 2012, after including Board performance, corporate paying for dividends, net acquisitions and responsibility, and reputational and organisation restructuring, stood at business risk. £2,426m (2011: £1,795m). AGM Resolutions Your Board proposes an increase in the final The resolutions, which will be voted dividend of +11%, taking it to 78p per upon at our AGM of 2 May 2013 are share, and bringing the total dividend for fully explained in the Notice of Meeting. Strong Performance as Refreshed 2012 to 134p (which is +7% versus 2011). I encourage all our Shareholders to attend Strategy Delivers our AGM. Social Responsibility I am pleased to report that our The Company reached its goal of reducing Thanks Company delivered a strong its carbon emissions per dose of product On behalf of the Board, I would like to performance in 2012, with results by 20% several years ahead of plan. thank Rakesh Kapoor and his leadership coming both from the world’s It has now set a further goal for 2020 team for their excellent management of emerging markets and also a return to of reducing this by a further third, the business and nurturing of its employee growth in the developed markets of reducing its water impact by a third culture that drive such excellent results Europe and North America. and ensuring that a third of sales comes bothAdjusted commercially net income and £m in corporate The Company announced a refreshed from more sustainable products than responsibility.2000 1600 1200 800 400 0 Many thanks go to our 2000 1,938* strategy last year, which sees it focusing its previously existed. employees globally for their1,818* achievement brand portfolio on the faster growth and in delivering such a strong1,661* year for RB. 1600 Additionally the Company has increased higher margin consumer health and its support of Save the Children by 60% My thanks go1,418* also to my Board colleagues hygiene categories, and redeploying its 1200 which has enabled a significant expansion for their1,143* continued commitment and resources to deliver a more evenly balanced of their work in bringing health through guidance. The Board is grateful for the 800 revenue stream from emerging and hygiene to many more vulnerable children, support of our Shareholders and we developed markets. The Company’s results especially those under five years of age. thank you for your ongoing confidence 400 for 2012 are a testament to the quality of in our Company. Board of Directors 0 this strategy and the speed with which 2008 2009 2010 2011 2012 Since the Annual General Meeting (AGM) The strategy the Company is pursuing management has moved in support of it. *adjusted to exclude the impact of exceptional items and held 3 May 2012 we have changed the is, intax youreffects thereonBoard’s view, the right one Like-for-like1 sales (net revenue) growth Company’s Chief Financial Officer (CFO). and the management team has our was up +5% (both excluding and including Diluted earnings per share pence OnAdjusted 12 February net income 2013 £m Liz Doherty stepped utmost confidence. 300 RB Pharmaceuticals), adjusted operating 2000 1600 1200 800 400 0 down from the Board and Adrian Hennah 2000 300 2 profit grew +6% and adjusted diluted 1,938* was appointed. The Board’s many thanks Adrian240 180 120 Bellamy 60 Chairman 2 1,818* 264.4* earnings per share was 264.4p which is 247.1* 240 go to Liz for her contributions1,661* to Reckitt 1600 +7% versus 2011. 226.5* Benckiser (RB)1,418* during her tenure, and we 194.7* 1200 180 Acquisitions, Disposals and Cash welcome1,143* Adrian to the Company. Adrian 157.8* 1 Like-for-like growth excludes the impact of The Company made some strategic was previously CFO of Smith & Nephew 120 changes800 in exchange rates, material acquisitions acquisitions in support of the health and PLC, the international medical devices and disposals. 60 hygiene focus, strengthening the company. Adrian is also a Non-Executive 2 Adjusted400 results exclude exceptional items. Company’s health care capabilities in Latin Director of Reed Elsevier. There have been 0 0 0 America and China. Additionally, the no other2008 Board2009 changes.2010 2011 2012 2008 2009 2010 2011 2012 *adjusted to exclude the impact of exceptional items and Company made its first move into the *adjusted to exclude the impact of exceptional items and tax effects thereon tax effects thereon Adjusted net income £m Diluted earnings per share pence Declared dividend per share pence 150 2000 1600 1200 800 400 0 300 2000 300 150 1,938* 120 1,818* 240 180 120 60 134.0 264.4* 1,661* 1600 247.1* 240 125.0 120 226.5* 115.0 1,418* 90 60 30 0 100.0 1200 194.7* 180 90 1,143* 157.8* 80.0 800 120 60 400 60 30 0 0 0 0 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 2008 2009 2010 2011 2012 *adjusted to exclude the impact of exceptional items and *adjusted to exclude the impact of exceptional items and tax effects thereon tax effects thereon 2012 1 Diluted earnings per share pence Declared dividend per share pence 300 150 120 300 150 240 180 120 60 * 264.4 240 134.0 247.1* 125.0 120 226.5* 115.0 194.7* 90 60 30 0 100.0 180 90 157.8* 80.0 120 60 60 30 0 0 2008 2009 2010 2011 2012 0 2008 2009 2010 2011 2012 *adjusted to exclude the impact of exceptional items and tax effects thereon Declared dividend per share pence 150 120 150 134.0 125.0 120 115.0 90 60 30 0 100.0 90 80.0 60 30 0 2008 2009 2010 2011 2012 Chief Executive’s Statement – Results Highlights Outperformance continues RB has once again met or exceeded its targets. • Like-for-like net revenue grew +5% to £9,567m. • Excellent growth in emerging market areas of LAPAC1 & RUMEA1; • ENA1 performance improved progressively and now back to growth over the year. The last quarter was +3% growth like-for-like. • Health & hygiene Powerbrands Durex, Gaviscon, Strepsils, Dettol, Lysol, Harpic and Finish led the growth. • Suboxone film reached 64% volume share of the US market. • Operating margins2 increased by +70 bps, ahead of target. • Adjusted net income2 grew +7% (+10% constant); adjusted diluted earnings2 per share of 264.4p (+7%). • Strong cash flow took net debt to £2,426m after dividends, £9,567m our net revenue in 2012 acquisitions and restructuring. These results are very encouraging and give us confidence that we have the right business strategy, the right organisation, the right £2,570m growth platforms and the right culture to deliver our long-term goals. adjusted operating profit in 2012 2013 targets Medium-term KPIs • Net revenue growth of 5-6% at • Health and hygiene revenues constant exchange rates, excluding to be 72% of core3 net revenue RB Pharmaceuticals. by end of 2015. • Maintain operating margin2, • AC LAP and RUMEA combined to be excluding RB Pharmaceuticals. equal in net revenue size to ENA by end of 2015. For 2012 our health and hygiene revenues were 68% of our core3 • Achieve 200 bps pa of net revenue geographic portfolio (67% in 2011) growth on average above our and LAPAC and RUMEA were 44% of market growth. our core3 geographic portfolio (42% • Achieve moderate operating in 2011). This strategic reshaping of margin expansion (excluding our portfolio is ahead of schedule RB Pharmaceuticals). and we have accelerated two of our medium-term KPIs from 2016 to 2015. 1 Latin America, North Asia, South East Asia, and 2 Adjusted to exclude the impact of exceptional items Australia and New Zealand (LAPAC), Russia and CIS, 3 Core includes health, hygiene, home and Middle East, North Africa, Turkey and Sub-Saharan portfolio brands Africa (RUMEA), Europe and North America (ENA) 2 2012 Chief Executive’s Statement Healthier lives Happier homes Stronger business 2012 was a seminal year for RB. We announced our new vision and purpose, and laid out a strategy to deliver our second decade of market outperformance. HEALTH Our vision is a world where people are healthier and live better. Our purpose is to make a difference by giving people innovative solutions for healthier lives and happier homes.