TREASURY WINE ESTATES / ANNUAL REPORT 2013 REPORT ANNUAL / WINE ESTATES TREASURY ANNUAL REPORT 2013 THE SKINNY VINE TOLLANA BLACK GRAPE SOCIETY SECRET STONEBERINGER SBRAGIA FAMILY VINEYARDS TAZ GLENROWAN DISTANT COUSINS CHATEAU ST. JEAN F NEW FIFTH LEG LEAF SEPPELTSTONE CELLARS T’GALLANT ROUGE HOMME BAILEYS O BAILEYS PEPPERJACK VIN PARFAIT ST. CLEMENT LUMINA COLDSTREAM HILLS VIE A WINERY BELL ETUDE ROTHBURY ESTATE PENFOLDS P LOS HERMANOS SANTA BARBARA COLLECTION ROBERTSON’S WELL GIANTS ESTATES E BIRD T N HIGHWAY EVERWILD TH F LITTLE PENGUIN SEAVIEW NINE POINTS FA JAMIESONS RUN N O MATUA S Y PE CASTELLO DI GABBIANO LE AL STAGS’ LEA STAGS’ V ABEL’S TEMPEST KILLAWARRA LEO BURING MAKER’S TABLE 900 GRA INGOLDBY BOHEMIA GREG NORMACOLORES DEL SOL PEARL A M UPSIDE DOWN LINDEMAN’S EM MILDARA RIDGE A ANNIE’S LANE TIERRA SECRETA IG DEVIL’S LAIR P YARR G MORGAN’S BAY SOUVERAIN N GREAT WESTERN CRIMES 19 SLEDGEHAMMER CELLAR NO. 8 LI SPY SQUEA METALA ROSEMOUNT ESTATE ROSEMOUNT HUBERTS VINE TALES E EY MAISON DE GRAND ESPRIT HEEMSKERK MERIDIAN ST FICKLE MISTRESS SALTRAM SHINGLE PEAK BE. OPAL CK WOLF BLASSWOLF ANGEL COVE BLA YELLOWGLEN CAMPANILE WYNNS COONAWARRA ESTATE MAGLIERI OUR COMMITMENT TO QUALITY IS REFLECTED IN OUR AWARD WINNING WINES. BUILDING STRONG BRANDS IS FUNDAMENTAL TO REALISING SUSTAINABLE PROFIT GROWTH IN THE LONG TERM. F inancial Summary 3 Consolidated Statement of Profit or Loss Chairman and Chief Executive Officer’s Report 4 and Other Comprehensive Income 72 A Commitment to Quality 8 Consolidated Statement of Financial Position 73 Celebrating our People 12 Consolidated Statement of Changes in Equity 74 Operating and Financial Review 15 Consolidated Statement of Cash Flows 75 Corporate Social Responsibility 27 Notes to the Consolidated Financial Statements 76 Diversity and Inclusion 34 Directors’ Declaration 123 Board of Directors 36 Independent Auditor’s Report 124 Corporate Governance 38 Details of Shareholders, Shareholdings Directors’ Report 46 and Top 20 Shareholders 126 Auditor’s Independence Declaration 50 Shareholder Information 127 Remuneration Report 51 ANNUAL REPORT 2013 / 1 OUR LOCATIONS HCEAD OffI ES TWE EMEA STOCKHOLM, SWEDEN TWE AMERICAS TORONTO, ONTARIO TWE EMEA TWICKENHAM, UK TWE EMEA TUSCANY, ITALY TWE AMERICAS NAPA VALLEY, CALIFORNIA TWE ASIA SINGAPORE TWE ANZ AUCKLAND TWE ANZ MELBOURNE, VICTORIA AUSTRALIA & NEW ZEALAND A MERICAS E UROPE, MIDDLE EAST & AFRICA AUSTRALIA USA UK Corporate head office: Regional head office: Regional head office: Melbourne, Victoria Napa Valley, California Twickenham, Middlesex 6 regional sales offices 4 regional sales offices 25 vineyards 25 vineyards NORDICS & WESTERN EUROPE 8,782 planted hectares 3,239 planted hectares Regional head office: 10 wineries 7 wineries Stockholm, Sweden 1 regional sales office NEW ZEALAND CANADA ITALY Country sales head office: Country head office: Country head office: Auckland Toronto, Ontario Gabbiano, Tuscany 3 regional sales offices 4 regional sales offices 145 planted hectares 5 vineyards 1 winery 311 planted hectares 2 wineries ASI SINGAPORE Regional head office: Singapore 6 regional sales offices 2 / TREASURY WINE ESTATES LIMITED F MINANCIAL SUM ARY • Statutory net profit after tax (including material items) $42.3 million, down 52.9%. • Growth in three out of four regions; collectively EMEA, Asia and ANZ EBITS1 up 17.2%2,3,4. • Addressing inventory challenges in the US. • Pre-tax material item expense of $154.7 million reported. • EBITS $209.2 million; includes $7.0 million unrealised loss on foreign exchange options. • Net sales revenue (NSR) per case up 1.9%. • Non-current inventory up 23.0% to $446.0 million; luxury and masstige wine5 now 90% of non-current inventory, up from 83% at FY12. • Statutory EPS 6.5 cents per share, down 53.2%; EPS (before material items and SGARA) 21.1 cents per share, up 1.0% on a reported currency basis. • Final dividend 7 cents per share, unfranked. Full year dividend 13 cents per share, in line with the prior year. Net sales revenue6 Statutory EPS (A$M) (cents per share) FY13 1,688.7 2.8% FY13 6.5 53.2% FY12 1,642.0 INCREASE FY12 13.9 DECREASE Asia, EMEA & ANZ EBITS growth Non-current inventory (%) (A$M) FY13 17 19PPTS FY13 446.0 23.0% FY12 36 DECREASE FY12 362.5 INCREASE 1. Earnings before interest, tax, SGARA and material items. 2. For income statement measures, unless otherwise stated all percentage or dollar movements from prior periods are pre any material items and on a constant currency basis. 3. Throughout the Annual Report, constant currency assumes current and prior period earnings of foreign operations are translated and cross border transactions are translated at current year exchange rates. 4. Unless otherwise stated, all financial comparisons are in respect of the prior corresponding year. 5. TWE participates in three segments; luxury (A$20+), masstige (A$10–A$20) and commercial (A$5–A$10). Segment price points are retail shelf prices. 6. NSR stated pre material items. ANNUAL REPORT 2013 / 3 CHAIRMAN’S REPORT Following the write-down of excess US inventory, the Board undertook a review and concluded that TWE required a leader with stronger operational focus to deliver the Company’s growth ambitions. As a consequence, Chief Executive Officer David Dearie left the business on 23 September 2013, with Warwick Every-Burns, a member of the Board, stepping in as interim Chief Executive whilst the search for a permanent replacement takes place. The challenges TWE has faced in the Americas do need to be set in context against how the business has performed in its other three key regions; with modest growth in Australia & New Zealand (ANZ) Dear Shareholder, complemented by strong performances in both Europe, Please find enclosed the Treasury Wine Estates Middle East & Africa (EMEA) and Asia. Limited (TWE) 2013 Annual Report, our second Overall TWE’s 2013 financial performance demonstrates full report as a standalone wine business and my that the fundamentals of the Company’s strategy first as TWE’s Chairman. in three out of four regions are working, and our In reflecting on TWE’s financial performance over the decisive action on the US will better enable TWE fiscal year, I recognise that 2013 has been a challenging to achieve its priority to win in the Americas. period for the business. As outlined at last year’s That is why the Board continues to support the Annual General Meeting, many of these challenges Company’s strategic direction and the focus on key were expected as the business cycled through platforms such as: building exceptional brands, the commercial implications of weather-impacted increasing the production and supply of luxury 2011 vintages in both Australia and California. and masstige wine, maintaining the scale and Other challenges, such as those affecting TWE’s US efficiency of the commercial portfolio, and expanding inventory required urgent action and tough decisions routes-to-market globally. to be taken by the Company. New banking facilities entered into in August 2013 Despite this, TWE remains well positioned to support the inherent strength of TWE’s balance achieve its commercial and strategic objectives by sheet and contribute to TWE’s strength, whilst delivering sustainable growth over the longer term. continuing to support our strategic objectives As such, the Board regards the financial results by enabling operational flexibility. achieved in FY13 as a solid performance, although the one-off losses incurred in the US significantly Despite a challenging year, and due to the underlying dented the overall profit performance of the Company, strength of TWE’s balance sheet mentioned above, which was, given that context, disappointing. I am pleased to report a final dividend of 7 cents per share (unfranked), to give a full year dividend of 13 cents per share. 4 / TREASURY WINE ESTATES LIMITED More than ever before, 2013 reinforced the benefit of FY13 also saw an increasing focus on the role TWE’s global footprint, with strong brand and profit of alcohol within our society, with understandable growth in regions such as Asia and EMEA, and an concern voiced by governments and other stakeholders excellent second half in ANZ, contrasting with issues about the minority of individuals who consume that impacted our performance in the Americas. alcohol in an irresponsible manner. The inherent benefit of TWE’s geographic footprint This is an area of great interest to the Board, and was further underpinned by the excellence of the TWE is actively engaged in a number of campaigns Company’s viticultural assets and the exceptional that provide education on alcohol and the responsible portfolio of wine brands; with 2013 providing further consumption of wine, including working with the evidence of the fact that TWE wines continue to beat Winemakers Federation and DrinkWise in Australia, the competition for awards and trophies at the world’s the Wine & Spirits Trade Association and Drinkaware leading wine shows and within the world’s leading in the UK, and the Wine Institute in the United States. wine publications. TWE also remains committed to ensuring that our iconic wine brands are only marketed and sold in A global wine business also needs a truly global a responsible manner. perspective if it is to succeed, and the changes made to TWE’s Board, announced at last October’s AGM, On behalf of the Board, I would like to thank our have brought fresh insight, energy and skills to our inaugural Chairman, Max Ould, for his excellent business. Accordingly, I would like to thank all our stewardship over TWE in the period following the Board members for their significant contribution Company’s demerger from Foster’s Group Limited. over the year. I would also like to acknowledge David Dearie’s The entire Board is committed to the highest contribution as Chief Executive Officer over the financial standards of corporate governance and ensuring year.