Annual Report 2013 Emmi in brief Net sales CHF 3,298 million EBITDA CHF 280 million EBIT CHF 168 million Net profit CHF 105 million Total assets CHF 2,500 million Shareholders’ equity incl. minority interests CHF 1,258 million Headcount (full-time equivalents) 5,217 Key figures Emmi Group Net sales in CHF million 3,500 3,298 +10.6% 1,435 +26.0% 2,981 3,000 1,139 2,684 2,721 2,619 732 811 2,500 675 2,000 1,944 1,952 1,910 1,842 1,863 +1.1% 1,500 1,000 500 0 2009 2010 2011 2012 2013 International Switzerland EBIT Net profit in CHF million in % in CHF million in % 180 140 168.5 160 120 146.3 160.0 104.6 140 135.8 6.5 100 5.0 130.3 90.3 97.6 86.1 83.0 120 5.5 80 4.0 5.1 5.1 4.9 4.8 75.3 3.2 3.2 3.0 3.0 100 109.0 4.9 4.5 60 3.0 3.0 4.2 2.9 80 40 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 EBIT Net profit Adjusted EBIT Adjusted net profit EBIT as % of net sales Net profit as % of net sales Adjusted EBIT as % of net sales Adjusted net profit as % of net sales 2013 2012 Amounts in CHF million 2013 adjusted* 2012 adjusted* Net sales 3,298 2,981 Earnings before interest, taxes, depreciation and amortisation (EBITDA) 280.1 271.4 as % of net sales 8.5 9.1 Earnings before interest and taxes (EBIT) 168.5 160.0 165.7 146.3 as % of net sales 5.1 4.9 5.6 4.9 Net proit 104.6 97.6 106.2 90.3 as % of net sales 3.2 3.0 3.6 3.0 Investment in ixed assets (excl. acquisitions) 126.2 131.3 as % of net sales 3.8 4.4 Headcount (full-time equivalents) as at 31.12. 5,217 5,074 Net sales per employee CHF 000s (average) 632 665 Volume of milk and cream processed in kg million 1,465 1,220 31.12.2013 31.12.2012 Total assets 2,500 2,323 of which shareholders’ equity incl. minority interests 1,258 1,165 as % of total assets 50.3 50.2 * Adjusted for extraordinary gains from the disposal of property, plant and equipment. The extraordinary gains had an impact of CHF 8.5 million on EBIT and CHF 7.0 million on net proit (after taxes) (2012: CHF 19.4 million and CHF 15.9 million, respectively). Net sales by product group 2013 Net sales by country group 2013 32.1 % Cheese 56.5% Switzerland 5.3 % Fresh cheese 2.9 % Powder/concentrates 27.2% Europe excluding 5.0 % Other products Switzerland and services 29.8 % Dairy products 11.7% North and South America 3.7% Africa 24.9 % Fresh products 0.9% Asia/Pacific Emmi Group Annual Report 2013 The information within our Annual Report is originally published in German. Discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes. If any questions arise related to the accuracy of the information contained in the translation, please refer to the German version of our Annual Report, which is the official and only binding version. Emmi is the largest Swiss milk processor and one of the most innovative premium dairies in Europe. In Switzerland, the company focuses on the development, production and marketing of a full range of dairy and fresh products as well as the production, ageing and trade of primarily Swiss cheeses. Outside Switzerland, Emmi concentrates on brand concepts and specialities in Europe and North America and increasingly also in emerging markets outside of Europe. The primary focus in fresh products is on lifestyle, convenience and health products. Emmi is also one of the leading companies for Swiss cheese worldwide. Ensuring that certain something Emmi can only maintain its position in the market by acting in a targeted and far-sighted way. Over 10,000 hands help the Group to do this on a daily basis: they ensure quality, seal partnerships and unite tradition and innovation. The six pairs of hands belonging to the employees you see below represent all Emmi employees who bring their dedication and enthusiasm to their work every day, thus giving our products that certain something. As an employee in Ueli Suter is a farmer Lawrence Nwali looks Thomas Arnold is Works Key Account Manager Environmental specialist Development, Sebastian from the Lucerne region. after the cheese spe- Manager in Emmen, Sophie Tomlinson is Rolf Reichlin keeps Emmi’s Riedweg works on the He has been a reliable cialities in Kaltbach and Emmi’s second-largest responsible for the online wastewater treatment ongoing development of milk supplier to Emmi for knows the sandstone and most complex and convenience channels plant in Dagmersellen up Pure Swiss Yogurt. many years. caves inside out. production site. of Emmi in the UK. and running. CONTENTS 3 Contents Annual Report 6 Editorial 8 The year 2013 at Emmi 14 Inside Emmi Corporate Governance 25 Contents 26 Group structure and shareholders 26 Capital structure 27 Board of Directors 36 Group Management 39 Compensation, participations and loans 40 Shareholders’ rights of co-determination 40 Change of control/defensive measures 40 Auditors 41 Information policy Financial Report 45 Contents 46 Financial Situation 54 Consolidated Financial Statements of Emmi Group 81 Financial Statements of Emmi AG 91 Share Information THAT CERTAIN SOMETHING 5 Determined pursuit of the goal “Nothing is impossible”, as the saying goes. Pure Swiss Yogurt is a perfect example of this, being made from only three ingredients: yogurt, fruit and sugar. what makes the yogurt special is that it contains no additives, but is still full of flavour, creamy and has a long shelf life. Development and Production worked tirelessly to achieve this: where do we source fruit that is as ripe as possible? Which varieties have the most intense flavour? What do we do to prevent the fruit pieces from falling apart? How do we ensure that the yogurt is not too runny? After two years in development, we did it. Pure Swiss Yogurt meets the desire of many consumers for natural food. At the same time, Emmi has gained a techno- logical edge with the development of the manufacturing process – and again proven its innovativeness. 6 EDITORIAL Broad-based growth in Switzerland and abroad Dear Shareholders Pure Swiss Yogurt – additive-free yogurts with only three in- gredients. Currently available in seven varieties, the brand will A restrained first half, a cost-competitive environment, surprise its customers with additional varieties in 2014. successful product innovations and a brilliant finish – that would be an accurate summary of the 2013 financial year Growth abroad in line with planning at Emmi. In Switzerland, Emmi returned to growth after some In the international business, Emmi’s key markets developed years that bore witness to slight declines. The international well, reaching their sales objectives despite very low milk business also saw its sales performance move in the right powder and butter exports. Such exports are used to reduce direction. high milk stocks and disappear when milk levels are low. This had only a marginal effect on earnings, although it had an The company’s sales exceeded CHF 3 billion for the first time impact of around CHF 30 million on sales. Adjusted for this ever in the year ended 31 December 2013: it generated net effect, organic international growth amounted to 4.8 %. sales of CHF 3,298.2 million, up 10.6 % on the previous year. Adjusted for acquisitions and currency effects, Emmi achieved While consumer sentiment remained constrained in Southern sales growth of 1.6 %. Adjusted for extraordinary effects, net Europe, flourishing markets such as the US, Chile and Tunisia operating profit increased by 8.1 % to CHF 97.6 million and as well as strong sales figures for cheese specialities, desserts the net profit margin remained stable at 3.0 %. The reported and Emmi Caffè Latte allowed Emmi to achieve its growth extraordinary income was made up of gains from the dis- targets. posal of fixed assets, in particular the frozen foods premises in Kriens and a commercial site in Langenthal, which had a Targeted acquisitions positive impact on EBIT of CHF 8.5 million and on net profit Acquisition-related effects are attributable to the increase (after tax) of CHF 7.0 million. As a result, net profit including in the stakes in the Spanish firm Kaiku and French firm extraordinary income amounted to CHF 104.6 million. Diprola (both effective 1 July 2012), the acquisition of a ma- jority interest in the Dutch company AVH (goat’s and sheep’s Earnings per share were CHF 19.54 (previous year: CHF 19.86). milk specialities, effective 1 January 2013) and the acquisi- A proposal will be made to the Annual General Meeting tions of the Swiss speciality cheese manufacturer Käserei for a gross dividend of CHF 3.80 per registered share from Studer (effective 1 July 2013) and the Italian dessert manufac- the capital reserves. turer Rachelli (effective 1 August 2013). Effective 31 Decem- ber 2013, Emmi entered into a joint venture with the Mexican Strong domestic market in Switzerland firm Mexideli. The disposal of the stake in Geneva-based Emmi has selectively adjusted its product portfolio in recent Nutrifrais (effective 31 March 2013) resulted in a negative years. The company has disposed of businesses with low acquisition effect.