Annual Report 2011 Contents Overview Sustainable business model 2 Financial highlights 46 Sustainable business model 3 Distinct capabilities 46 – Compliance 4 Our business 47 – Shareholders (2011) 6 Key events of the year 48 – Customers 8 Chairman’s letter 49 – Our people 10 Chief Executive’s review 52 – Suppliers Strategy 52 – Supply chain 53 – Information technology 16 Developing markets 53 – Environment, Health and Safety (EHS) 18 Research and Development 55 – Risk management 26 Health and Wellness 57 – Regulatory 28 Sustainable sourcing of raw materials 30 Targeted customers and segments Corporate governance Performance 60 Corporate governance 60 – Group structure and shareholders 34 Business performance 61 – Capital structure 36 Fragrance Division 62 – Board of Directors 37 – Fine Fragrances 72 – Executive Committee 38 – Consumer Products 75 – Compensation, shareholdings and loans 39 – Fragrance Ingredients 75 – Shareholders’ participation 39 – Research and Development 76 – Change of control and defence measures 40 Flavour Division 77 – Auditors 41 – Asia Pacific 77 – Information policy 42 – Europe, Africa, Middle East (EAME) 78 Compensation report 43 – North America 43 – Latin America Financial report 43 – Research and Development 87 Financial review 90 Consolidated financial statements 95 Notes to the consolidated financial statements 145 Report of the statutory auditors on the consolidated financial statements 146 Statutory financial statements of Givaudan SA 148 Notes to the statutory financial statements 152 Appropriation of available earnings of Givaudan SA 153 Report of the statutory auditors on the financial statements Our Brand: Engaging the Senses Introduction As the leading company in the fragrance and flavour industry, Givaudan develops unique and innovative fragrance and flavour creations for its customers around the world. We have a market share of approximately 25%, and this industry leadership position is underpinned by a sales and marketing presence in all major markets. We create fragrances for personal and 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. Our people: engaging the senses worldwiderldwide The theme of the 2011 Givaudan Annual RReporteport iiss ‘Our people: engaging the senses worldwide’,de’, ffeaturingeaturing employees and their work in engaging the ssenses,enses, immersing themselves in the stimulation andand excitement of the creative process. By engaging the senses, our people create pleasurepleasure aandnd celebration from the flavours and fragrancesces theythey identify,identify, develop and create. They bring to life our mission to develop and apply Knowledge and abilities in Discovery, Artistry and Performance. Through our people and their expertise, we aim to engage in a commitment to discover, a pledge to succeed, a profound involvement and a partnership with customers. Givaudan SA – 1 Annual Report 2011 Overview Financial highlights Sales CHF 3.9 billion, up 5.2% in local currencies Pricing actions on track to recover raw material cost increases Comparable EBITDA of CHF 790 million Comparable EBITDA margin of 20.2%, improving in the second half of 2011 Net income of CHF 252 million, 6.4% of sales Tax free cash dividend of CHF 22.0 proposed in millions of Swiss francs, except for per share data 2011 2010 Sales 3,915 4,239 Gross profit 1,666 1,956 as % of sales 42.6% 46.1% EBITDA at comparable basis a, b 790 963 as % of sales 20.2% 22.7% EBITDA a 758 887 as % of sales 19.4% 20.9% Operating income at comparable basis b 480 655 as % of sales 12.3% 15.5% Operating income 443 556 as % of sales 11.3% 13.1% Income attributable to equity holders of the parent 252 340 as % of sales 6.4% 8.0% Earnings per share – basic (CHF) 27.71 37.87 Earnings per share – diluted (CHF) 27.55 37.63 Operating cash flow 456 730 as % of sales 11.6% 17.2% Free cash flow 117 437 as % of sales 3.0% 10.3% 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 of long-lived assets and impairment on joint ventures. b) EBITDA at comparable basis excludes restructuring expenses. Operating income at comparable basis excludes restructuring expenses and impairment of long-lived assets and impairment on joint ventures. 6,716m 3,221m 3,495m 456m Total assets (CHF) Total liabilities (CHF) Total equity (CHF)) Operating cash flow (CHF) 2 – Givaudan SA Annual Report 2011 Overview Distinct capabilities Overview Global reach 8,913 employees work in 82 locations worldwide Supply chain and creative centres operate close to our customers’ end markets and service our customers locally Diversity in our teams Strategy Depth and range of customer relationships Long-standing strategic relationships with top accounts Performance Diverse client portfolio across multinationals, private labels, regional and local customers Largest commercial organisation allowing us to operate a dedicated customer servicing model More in-depth customer relationships model business Sustainable Leading innovation and broadest product offering Corporate governance Corporate Cross-leveraging of product knowledge CHF 294 million spend in R&D in 2011 About 400 of our employees dedicated to R&D Bringing differentiation to our customers by addressing consumers’ unmet needs reportFinancial Innovating and creating ingredients for our product palette in line with our Sustainability programme Givaudan SA – 3 Annual Report 2011 Overview Our business What we do Flavour Division Fragrance Division We work with food and beverage manufacturers to develop Our talents extend across three business areas – Fine flavours and tastes for market-leading products across all Fragrances, Consumer Products and Fragrance Ingredients continents. We are a trusted partner to the world’s leading – through which we create scents for leading brands food and beverage companies, combining our global worldwide. In-depth consumer understanding, a high- expertise in sensory understanding, analysis and consumer- performing research and development organisation and an led innovation in support of unique product applications efficient global operations network support our business. and new market opportunities. Our Perfumery team is the largest in the industry. Flavour Division sales Fragrance Division sales % % Confectionery Beverages Fragrance Ingredients Fine Fragrances 17% 35% 20% 13% t#BLFEHPPET t4PGUESJOLT t*OUFSOBMVTF t4JHOBUVSFGSBHSBODFT t4VHBSDPOGFDUJPOFSZ t'SVJUKVJDFT t5IJSEQBSUZTBMFT t-JOFFYUFOTJPOT t$IPDPMBUF t*OTUBOUCFWFSBHFT t$IFXJOHHVN 5PUBMPG 5PUBMPG Dairy (SPVQTBMFT (SPVQTBMFT 13% Savory Consumer Products t*DFDSFBNZPHIVSU 35% 67% t%FTTFSUT t3FBEZNBEFNFBMT t'BCSJDQFSTPOBMDBSF t:FMMPXGBUT NBSHBSJOFT t4OBDLT t)BJSTLJODBSF t4PVQTTBVDFT t)PVTFIPMEBJSDBSF t.FBUQPVMUSZ t0SBMDBSF How we do it Research Creation Winning the brief Production Innovating to create new consumer- The creative process of transforming An ability to fulfil the demands of Timely and efficient manufacturing of preferred aromas and ingredients ingredients and technology into our customers, thanks to successful thousands of flavour and fragrance combinations and improving the successful products. research and creation. ingredients globally. performance of flavours and fragrances in their final application. 4 – Givaudan SA Annual Report 2011 Where we do it Overview Mature markets Developing markets 58% of Group sales 42% of Group sales Representing 58% of the annual revenue, mature markets Asia Pacific, Latin America and Eastern Europe, already such as North America, Western Europe and Japan are account for 42% of our annual sales and this is expected to expected to grow less fast than the developing markets but increase to 50% by 2015. Market growth is expected to be Strategy at the same time offer potential for growth in areas such as much higher due to urbanisation, changes in lifestyle and the increase in demand for Health and Wellness products. the increase in consumers’ disposable income. We have a dedicated presence with creation and production facilities in all key regions to fully capture this potential. Performance New partnership in Sustainable sourcing Sodium reduction in Snacks Promoting high end, sustainable sourcing of tonka beans An understanding of local needs ‘high tea’ in China In March 2011 Givaudan announces Givaudan signs an extension to and consumer preferred flavour Black Tea flavour design tools are a new partnership with Amyris Inc our agreement with Conservation profiles, along with innovative successfully launched and promoted to explore the use of its sustainable International, to protect the technical expertise for the creation to ready-to-drink tea companies source material, Biofene®, to produce environment in the lower Caura Basin of healthier snack products, has throughout Asia. fragrance materials. area of Venezuela and to secure led to the emergence of our EAME the sourcing of tonka beans used Snacks team as a preferred partner model business Sustainable in perfumery. for major Snack customers. Corporate governance Corporate Financial reportFinancial 8,913 33 82 25% Employees Production sites Locations worldwide Market share (approx.) Givaudan SA – 5 Annual Report 2011 Overview Key f events o the year January February March 1 January: 8 February: 13 March: CP Certificate for China Fragrance team Full year results 2010 New Flavours manufacturing