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Heineken N.V. — Earnings Release 2010
Feb 16, 2011
3848_iss_2011-02-16_18631c63-91f1-4f53-861f-14b5b03e4e54.pdf
Earnings Release
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Heineken N.V. grows net profit (beia) by 19.7% organically in a transformational year
Amsterdam, 16 February 2011 - Heineken N.V. today announced:
- On an organic basis, a net profit (beia)1 increase of 19.7%, driven by solid EBIT (beia) growth and lower interest expense; Net profit was up 41% to €1,436 million partly due to changes in consolidation scope;
- Organic EBIT (beia) growth of 8.6% as cost saving initiatives, improved pricing and sales mix and higher profit from Heineken"s joint ventures exceeded the effect of lower volume and revenue;
- Heineken brand premium volume growth of 3.4%, further strengthening its position as the world"s leading international premium beer;
- Successful completion of the integration of the beer operations of FEMSA. On a pro forma basis, EBIT (beia) of these operations increased 44% to €397 million for the 12 month period ending December 2010. Pre-tax cost synergies of €42 million have already been realised;
- Total Cost Management (TCM) programme delivered €280 million pre-tax savings in 2010;
- Strong free operating cash flow generation of €1,993 million resulting in a Net debt/EBITDA (beia) ratio of 2.2x, achieving target of below 2.5x ahead of plan;
| Key figures 1) (in hls/ € millions) |
FY 2010 | FY 2009 | Change % |
Organic growth % |
|---|---|---|---|---|
| Group beer volume | 192.3 | 159.1 | 21 | -1.7 |
| Consolidated beer volume | 145.9 | 125.2 | 17 | -3.1 |
| Heineken® premium volume | 26.0 | 25.1 | 3.4 | 3.4 |
| Revenue | 16,133 | 14,701 | 9.7 | -2.2 |
| EBIT | 2,476 | 1,757 | 41 | |
| EBIT (beia) | 2,608 | 2,095 | 25 | 8.6 |
| Net profit | 1,436 | 1,018 | 41 | |
| Net profit (beia) | 1,445 | 1,055 | 37 | 19.7 |
| Free operating cash flow | 1,993 | 1,741 | 14 | |
| Net debt/EBITDA (beia) | 2.2x* | 2.6x | ||
| Diluted EPS (beia) (in €) |
2.56 | 2.15 | 19 |
Proposed total dividend of €0.76 per share for 2010 over an enlarged number of shares outstanding (2009: €0.65).
*Including the beer operations of FEMSA on a 12-month pro-forma basis
1For an explanation of the terms used please refer to the Glossary at the end of the press release
CEO Statement
Jean François van Boxmeer, Chairman of the Executive Board and CEO, commented:
"Heineken delivered a robust performance, generating double-digit organic net profit growth for the fifth consecutive year. We achieved this against a backdrop of an improving yet still challenging economic environment in a number of our key markets. At the same time, we have made significant investments in our platform for future growth. The most transformational event being the acquisition of the beer operations of FEMSA which provide us with significant new opportunities in three of the four largest profit pools in the global beer market: Mexico, Brazil and the USA.
I am particularly pleased that the Heineken brand has once again outperformed our broader brand portfolio, the overall beer market and the international premium segment as a whole. We will continue to invest in our leadership position in this segment.
In addition to the acquisition of the beer operations of FEMSA, our new partnership in India and strong growth in Africa and Asia have further enhanced our exposure to emerging beer markets. At the same time we have a clear plan of action for addressing the challenging market and consumer dynamics that exist in Europe and the USA, focusing our efforts on delivering value growth through increased investments in existing and new higher margin brands such as Dos Equis, Desperados and Strongbow. Over time, this is expected to deliver volume and value share growth.
Our success in 2010 was also built upon the significant progress made with our TCM cost saving programme and cash flow generation, enabling us to achieve our long-term Net debt/ EBITDA target ahead of plan. The relentless focus on cost reduction, global synergies and cash flow generation will continue in 2011 and beyond.
I am confident that all these initiatives will provide an excellent platform for revenue and profit growth in the years ahead."
2011 outlook
Heineken expects volume development in Latin America, Africa and Asia to benefit from ongoing robust economic conditions and marketing and investment programmes. Although the Company expects an improving economic environment in Europe and the USA in 2011, the impact of austerity measures and high unemployment is expected to result in continued cautious consumer behaviour in these markets. The international premium segment will continue outgrowing the overall beer market, benefiting the Heineken® brand and supporting improved sales mix. Heineken forecasts a low-single digit increase in input costs and plans to mitigate this impact through increased pricing.
In Europe, Heineken will shift its prime focus towards volume and value share growth, with increased investments in marketing and innovation in Heineken® and other key brands, further supported by the international roll-out of higher margin brands. Whilst this is expected to affect profit development in Europe in the near term, it underlines our commitment to strengthening our leadership position in the region. In addition, continued efforts will be made to improve the performance of companies acquired over the past few years. In the new markets of Mexico and Brazil, improved marketing effectiveness and the realisation of cost synergies will contribute to higher profitability.
The TCM programme will deliver further cost savings, although at a lower level than in 2010 following the earlier than planned realisation of savings in 2010. As a result of ongoing efficiency improvements, Heineken expects a further organic decline in the number of employees.
For 2011, capital expenditure related to property, plant and equipment is forecast to be approximately €850 million.
Heineken does not expect material changes to the effective tax rate (beia) in 2011 (2010: 27.3%) and forecasts an average interest rate slightly above 5.5%.
Free operating cash flow generation is expected to remain strong, further reducing the level of net debt in 2011. Following two consecutive years of substantially reduced capital expenditure and significantly higher cash flow generation, the cash conversion rate for 2011 will be around 100%.
Total dividend for 2010
The Heineken N.V. dividend policy targets a dividend payout ratio of 30%-35% of full-year net profit (beia). The payment of a total cash dividend of €0.76 per share of €1.60 nominal value for 2010 (total dividend 2009: €0.65) on an enlarged number of shares outstanding will be proposed to the annual meeting of shareholders. If approved, a final dividend of €0.50 per share will be paid on 5 May 2011, as an interim dividend of €0.26 per share was paid on 3 September 2010. The payment will be subject to a 15% Dutch withholding tax. The ex-final dividend date for Heineken N.V. shares will be 27 April 2011.
MANAGEMENT REPORT
OPERATIONAL REVIEW
Heineken delivered a strong operating performance in 2010 driven by solid profit growth in Western Europe, Africa, Asia Pacific and the Americas regions. Lower EBIT (beia) in the Central and Eastern Europe region primarily reflects the challenging operating environment in Russia and Greece following substantial increases in excise duties. On an organic basis, EBIT (beia) grew 8.6%, driven by increased pricing, improved sales mix, significant TCM cost savings and a higher profit contribution from joint venture operations. Organic net profit (beia) grew 19.7% reflecting the higher EBIT (beia) and lower finance costs.
Revenue grew 9.7% to €16.1 billion driven by the first time consolidation of the beer operations of FEMSA from 1 May 2010. On an organic basis, revenue was 2.2% lower, as positive price and sales mix of 1.1% was more than offset by a 3.3% negative impact from lower volumes.
Free operating cash flow was particularly strong at €2.0 billion leading to a reduction of net debt to €8.1 billion (includes €1.6 billion debt related to the first time consolidation of the beer operations of FEMSA). The Net debt/EBITDA (beia) ratio improved to 2.2x as at year-end, achieving the Company"s long-term target of a ratio below 2.5x.
Group beer volume
In 2010, group beer volume grew 21% to 192 million hectolitres reflecting the first time consolidation of the beer operations of FEMSA and inclusion of our UBL joint venture operations in India. On an organic basis, group beer volume was 1.7% lower, with strong growth in Latin America, Africa and Asia partly offsetting lower volumes in Europe and the USA. The Company"s joint venture operations in Asia, South America and Africa contributed 2 million hectolitres of organic growth to group beer volumes.
Global Brands
Volume of the Heineken brand in the premium segment grew 3.4%, reaching 26 million hectolitres and strengthening its position as the leading international premium beer. This growth reflects strong brand performances in Vietnam, South Africa, Taiwan, Nigeria, Brazil, Chile, Argentina and France. On 17 December 2010, the Company launched its new global Heineken brand campaign, "The Entrance" built around the new "Open your world" tagline. The campaign is already proving to be a major on-line success with more than 4 million hits on YouTube in its first three weeks. The commercial will appear on television and movie screens around the world from the first quarter of 2011.
Volume growth of the Amstel brand in Spain, Central Africa and Nigeria was offset by lower volumes in Greece, France, South Africa and the USA, leading to slightly reduced volume at 10.2 million hectolitres.
Volume of Strongbow remained stable at 3.5 million hectolitres. Following its successful launch in 2009, the brand again performed well in South Africa. In the UK, Strongbow volume was lower in a slightly declining cider market.
Desperados, our high-margin, tequila-flavoured beer achieved continued success in both existing and new markets. Volume of Desperados reached 1.1 million hectolitres, growing strongly in Germany, France and Poland.
Volume of our Mexican premium brand, Dos Equis, grew to 1.5 million hectolitres, led by growth in the USA and Mexico. Heineken UK took over the marketing and distribution of the Sol and Dos Equis brands in the UK in October 2010.
Integration of the beer operations of FEMSA completed
The acquisition of the beer operations of FEMSA was completed on 30 April 2010 and has provided Heineken with a strong platform for future value growth in Mexico, Brazil and the USA, three of the four largest beer profit pools in the world. Following the successful integration of the beer operations of FEMSA, the Company confirms earlier announced targeted cost synergies of approximately €150 million. In the first eight months of consolidation, Heineken has realised cost synergies amounting to €42 million before tax, primarily related to savings in the purchasing, sales and distribution areas.
In the eight-month period from May to December 2010, the beer operations of FEMSA generated €2,036 million of revenue and €315 million of EBIT (beia). Assuming a first time consolidation as of 1 January 2010, management estimates that revenue and EBIT (beia) of the beer operations of FEMSA would have amounted to €2,873 million and €397 million, respectively (converted at an average rate of EUR/MXN 16.57).
Total Cost Management (TCM) yields substantial savings
TCM is Heineken"s company-wide cost reduction programme covering the period from the beginning of 2009 to the end of 2011. In 2010, the pre-tax amount of cost savings realised under TCM totalled €280 million, resulting in cumulative TCM savings of €435 million.
The Western Europe and Central and Eastern Europe region contributed 51% and 39% of the total 2010 TCM cost savings, respectively. At a functional level, supply chain contributed 39% of the 2010 TCM savings, following brewery closures and other initiatives resulting in improved cost efficiencies. The commercial function contributed 17% mainly driven by reorganisations and the central procurement of draught installations. The wholesale operation contributed 7%, with the balance of 37% realised in other functions, mainly savings in nonproduct related costs. Exceptional costs in relation to TCM savings in 2010 totalled €39 million before tax.
Leveraging global scale
During the year, Heineken reviewed its business model to better leverage its increased global scale. As a result of this review, Heineken has made changes to its governance structure and established a new set of operating principles between its global functions, management of the regions and operating companies.
Following this, a Global Business Services Organisation was created to achieve the most effective and efficient delivery of purchasing, business process and technology services across the Company and explore opportunities to improve transactional financial shared services.
| Western Europe | ||||
|---|---|---|---|---|
| Full Year | Full Year | Total | Organic | |
| 2010 | 2009 | change | change | |
| % | % | |||
| Group beer volume, mhl | 45.7 | 47.4 | -3.6 | -3.5 |
| Consolidated beer volume, mhl | 45.4 | 47.2 | -3.7 | -3.6 |
| Heineken premium brand, mhl | 7.4 | 7.5 | -0.7 | -0.7 |
| Revenue, € m | 7,894 | 8,432 | -6.4 | -4.6 |
| EBIT (beia), € m | 904 | 792 | +14 | +17 |
| Operating Profit (beia) margin | 11.4% | 9.4% | +200 bp |
Regional Review
EBIT (beia) grew 17% organically, primarily reflecting the achievement of significant TCM cost savings across the region, a strong profit improvement in the United Kingdom and an improved sales mix. This contributed to significantly higher operating profit margins. The reported change in revenue reflects a €280 million reduction related to the deconsolidation of the Waverley TBS distribution operation in the UK. The difference in organic change between consolidated beer volume and revenue is mainly due to the impact of a declining on-trade on the revenues of our wholesale operations.
Group beer volume in the region declined 3.5% on an organic basis as a challenging economic environment impacted consumption, particularly in on-trade channels in Italy,
Spain, The Netherlands, the UK and Ireland. Volume grew in Finland and remained stable in Portugal, France and Belgium.
Premium volume of the Heineken brand outperformed the overall regional volume trend following the success of new marketing initiatives and strong brand performances in France and Portugal.
EBIT (beia) in the United Kingdom grew strongly, primarily driven by higher pricing and significant cost savings. This was achieved despite the overall beer market declining 4%. Lengthy price negotiations with certain off-trade customers in the first half of the year adversely impacted volume and market share in the off-trade channel, part of which was recovered in the second half of the year. The closure of the breweries in Reading and Dunston, the divestment of Waverley TBS and the restructuring of S&N Pub Company increased efficiency and effectiveness.
In Spain, the beer market contracted 1%, with the effect of government austerity programmes impacting consumer spending, particularly in on-trade channels. A successful new marketing campaign supported growth of the Amstel brand. Whilst volumes of the Cruzcampo and Heineken brands were both affected by the overall market trend, the Heineken brand gained market share in the off-trade channel. Higher marketing investments in our brands were only partly offset by the benefit of realised cost savings, resulting in a decrease in EBIT (beia).
Heineken France continued to gain market share. EBIT (beia) grew strongly driven by TCM cost savings, an improved sales mix and improved operating efficiencies at France Boissons, the wholly-owned distributor. The key brands, Heineken, Desperados, Pelforth and Affligem, all achieved solid growth.
In Italy, volume declined 1%, broadly in line with the market. The key brands Heineken and Birra Moretti grew, benefiting from effective trade marketing programmes and the successful introduction of "Moretti Baffo d"Oro", a full-malt beer in the off-trade channel. Volume of the Dreher brand was broadly stable. The restructuring of the Partesa distribution business is well under way. EBIT (beia) was lower due to a higher provision for trade receivables.
EBIT (beia) in The Netherlands was lower, as fixed cost savings and lower marketing expenditure could not fully offset the effects of a declining beer market on volumes. Heineken Netherlands gained market share in the on-trade, but lost share in the off-trade due to lower price levels of competitors. In the fourth quarter, Heineken Netherlands successfully launched Amstel Blond.
Central and Eastern Europe
| Full Year | Full Year | Total | Organic | |
|---|---|---|---|---|
| 2010 | 2009 | change | change | |
| % | % | |||
| Group beer volume, mhl | 49.4 | 55.1 | -10.2 | -7.5 |
| Consolidated beer volume, mhl | 42.2 | 46.1 | -8.5 | -8.6 |
| Heineken premium brand, mhl | 2.3 | 2.5 | -7.4 | -7.4 |
| Revenue, € m | 3,143 | 3,200 | -1.8 | -6.6 |
| EBIT (beia), € m | 363 | 389 | -6.7 | -11 |
| Operating Profit (beia) margin | 10.9% | 11.6% | -70 bp |
Group beer volume in the region was adversely affected by challenging, but gradually improving, economic conditions and higher excise duties. Higher volumes in Romania, Austria, Serbia, Germany and Belarus could not fully offset lower volumes in Russia, Poland, Greece, Hungary, Croatia and the Czech Republic. Volume of the Heineken brand grew in Austria and Germany, but declined in Poland, Greece and Hungary.
EBIT (beia) in the region was 6.7% lower as the decrease in volume was only partly offset by cost reduction, improvement in price and sales mix and foreign exchange benefits, the latter primarily in Russia and Poland. The closure of two breweries and other efficiency improvements resulted in a productivity improvement and lower fixed costs.
Domestic volume of Brau Union Austria grew 1% with growth across most of the key brands. In particular, volume of the Heineken brand grew significantly, supported by increased sales of the 33 centilitres bottle and the can package. The Goesser brand benefited from the growth of Goesser Natur Radler, a beer and lemonade variant. EBIT (beia) decreased moderately, reflecting higher upfront marketing and sales investment in the on-trade channel.
In Russia, a tripling of excise duty at the start of the year led to a contraction of the beer market. A decision to fully recover the excise duty increase through higher pricing and a delayed response from competition resulted in a substantial volume decline in lower priced brands and lower EBIT (beia). Encouragingly, our key premium brands Heineken and Zlaty Bazant proved resilient, both gaining market share.
Grupa Zywiec in Poland achieved strong growth in EBIT (beia) driven by fixed cost reduction, lower input costs and favourable currency movements. Strong sales execution and focused marketing investment for the Desperados brand, resulted in strong volume growth for this brand. Overall volume was lower following an excise duty increase and intense price competition adversely affecting volume in the premium segment. This was only partly offset by growth of the Tatra brand.
Volume of Heineken Romania was 6% up, driven by growth of the Bucegi and Ciuc brands which benefited from increased distribution and higher marketing support. EBIT (beia) increased substantially, primarily driven by this strong volume performance.
In Greece, a highly challenging economic environment, reduced tourism and the negative impact of three consecutive excise duty increases resulted in a volume decrease of 9%. The effect of lower volumes was only partially offset by cost savings and productivity improvements, resulting in a lower EBIT (beia) of Athenian Brewery.
On an organic basis, volume of Brau Holding International, our joint venture with the Schoerghuber Group in Germany, remained broadly stable in a declining market. Imported volume of the Heineken and Desperados brands increased strongly.
| The Americas | ||||
|---|---|---|---|---|
| Full Year | Full Year | Total | Organic | |
| 2010 | 2009 | change | change | |
| % | % | |||
| Group beer volume, mhl | 47.2 | 18.7 | +152 | +0.4 |
| Consolidated beer volume, mhl | 37.9 | 9.4 | +301 | -2.5 |
| Heineken premium brand, mhl | 8.2 | 8.3 | -1.4 | -1.4 |
| Revenue, € m | 3,431 | 1,541 | +123 | -3.1 |
| EBIT (beia), € m | 651 | 273 | +139 | +9.8 |
| Operating Profit (beia) margin | 16.8% | 13.3% | +350 bp |
Reported 2010 figures in the Americas region include the beer operations of FEMSA as of 1 May 2010. These have now been successfully integrated into Heineken.
Group beer volume in the region grew 0.4% on an organic basis. Volume growth in the Caribbean, Canada, Chile and Argentina more than offset lower volumes in the USA. Volume of the Heineken brand performed well across most countries, largely offsetting lower brand volume in the USA.
Regional EBIT (beia), including the first time consolidation of the beer operations of FEMSA, more than doubled. The beer operations of FEMSA contributed €315m to the EBIT (beia) result for the region. On an organic basis, EBIT (beia) grew 9.8% as the effect of higher pricing and realised cost savings exceeded the impact of lower volumes.
EBIT (beia) of Heineken USA increased in a beer market that declined by 2.7%, reflecting lower volumes for both domestic lager and imported brands. Depletions – sales by distributors to retailers – of Heineken USA developed in line with the market. Successful marketing and increased distribution supported strong growth of the Dos Equis brand, partly offsetting lower volumes of Heineken®. Volume of Newcastle Brown Ale increased slightly.
In Mexico, EBIT (beia) of CCM grew strongly as the effect of increased pricing, improved brand mix and cost savings exceeded the impact of lower volumes due to unfavourable weather and excise duty and VAT increases. Favourable currency movements also contributed to the increase in EBIT. Volume of CCM developed in line with a declining market. Growth of the Tecate Light, Indio and Dos Equis brands partly offset lower volume for the Sol brand. As part of our value growth strategy for this market, we are planning to start local production of the Heineken brand in the first half of 2011.
The beer market in Brazil benefitted from a supportive economic environment, favourable weather and strong brand activation around the FIFA World Cup event. The Company"s key brands Heineken, Kaiser and Bavaria all achieved strong volume growth. Higher volume, better pricing and cost savings all contributed to significant EBIT (beia) growth.
Companias Cervecerias Unidas (CCU), the Company"s joint venture business with leading positions in Chile and Argentina, achieved higher beer volumes and profitability despite market disruption following a major earthquake in Chile early in the year.
In the Bahamas, Heineken acquired the remaining shares in Commonwealth Brewery and in distributor Burns House. Heineken will sell 25% of its shares through an initial public offering in 2011.
| Africa and the Middle East | ||||
|---|---|---|---|---|
| Full Year | Full Year | Total | Organic | |
| 2010 | 2009 | change | change | |
| % | % | |||
| Group beer volume, mhl | 25.7 | 23.5 | +9.4 | +9.1 |
| Consolidated beer volume, mhl | 19.1 | 19.8 | -3.8 | +9.7 |
| Heineken premium brand, mhl | 2.7 | 2.3 | +16 | +16 |
| Revenue, € m | 1,988 | 1,817 | +9.4 | +13 |
| EBIT (beia), € m | 549 | 485 | +13 | +10 |
| Operating Profit (beia) margin | 26.2% | 25.9% | +30 bp |
Volumes were strong, reflecting growth across all markets in the region including Nigeria, South Africa, the Democratic Republic of Congo, Republic of Congo, Burundi, Rwanda and Egypt. The total change in consolidated beer volume reflects a shift from imported product to local production by our joint venture operation in South Africa as of January 2010.
Soft drink volume grew 10% reaching 5.8 million hectolitres, with strong performances in the Democratic Republic of Congo, Burundi, Rwanda and Tunisia. In Nigeria, the growth was driven by solid performance of the Fayrouz brand. Volume of the Heineken brand increased substantially in South Africa and Nigeria.
EBIT (beia) in the region grew 10% on an organic basis driven by higher volume and pricing and a larger contribution from our joint ventures.
The beer market in Nigeria grew 10% supported by a strong economic recovery and higher prices for oil and natural gas. All key brands achieved solid volume growth, led by Heineken and Amstel. Volume of the Star brand grew supported by strong sales of the can package. In January 2011, Heineken announced the addition of 5 breweries via the acquisition of two holding companies from the Sona Group. These acquired breweries provide an immediate additional production capacity of 3.7 million hectolitres and alleviate existing capacity constraints. In addition, the breweries broaden the Company"s geographic reach in the country.
Heineken"s joint venture operation in South Africa grew volume by 8.6% and continued to gain market share. The Heineken and Windhoek brands led this strong volume performance. Volume of the Amstel brand was lower due to the transfer from one-way bottles to smaller size returnable bottles. An investment project is underway to expand production capacity at the Sedibeng brewery to 4.5 million hectolitres by the fourth quarter of 2011.
In Egypt, the beer market grew in the double digits driven by a supportive economic environment and increased tourism. Volume of Al Ahram grew 12% organically, driven by the Stella, Birrel and Sakara brands. EBIT (beia) increased substantially.
EBIT (beia) of Bralima in the Democratic Republic of Congo grew significantly driven by strong growth in volume and higher pricing.
In November 2010, Heineken acquired an additional 5% stake in Bralirwa, Rwanda, increasing our shareholding in the company to 75%. The remaining 25% of the shares were listed on the Rwandan stock exchange, representing the first initial public offering of a local company. In Burundi, volume of Brarudi increased driven by a strong economy following an excellent coffee crop.
Asia Pacific
| Full Year | Full Year | Total | Organic | |
|---|---|---|---|---|
| 2010 | 2009 | change | change | |
| % | % | |||
| Group beer volume, mhl | 24.3 | 14.4 | +69 | +6.2 |
| Consolidated beer volume, mhl | 1.3 | 2.7 | -50 | +4.0 |
| Heineken premium brand, mhl | 5.4 | 4.5 | +18 | +18 |
| Revenue, € m | 206 | 305 | -32 | +6.4 |
| EBIT (beia), € m | 122 | 103 | +20 | +44 |
| Operating Profit (beia) margin | 21.2% | 23.7% | -250 bp |
Group beer volume in Asia Pacific grew on an organic basis, supported by robust economic growth. The total change in group beer volume reflects the first time inclusion of United Breweries Limited (UBL) in India. The total change in consolidated beer volume and operating profit margin is the result of the transfer of Multi Bintang Indonesia (MBI) and Grande Brasserie de Nouvelle-Caledonie (GBNC) from Heineken to Asia Pacific Breweries (APB), Heineken"s joint venture with Fraser & Neave in the region.
On an organic basis, EBIT (beia) increased 44%, reflecting higher volumes, increased pricing and lower input costs.
The Heineken brand continued to grow across the region, reaching a significant milestone with more than 5 million hectolitres sold. This growth was driven by strong performances in Vietnam, Taiwan and China. Volume growth of the Tiger brand was driven by increased exports and introduction of the "Tiger Crystal" cold filtered lager variant.
APB reported double digit growth in EBIT (beia). In Vietnam, a supportive economic environment, successful marketing and excise duty reduction all contributed to a strong volume performance. Volumes of the Heineken, Larue and Tiger brands all grew significantly. Volume in Thailand was lower following political unrest causing a reduction in tourism. Indonesia reported a higher profit despite volume being impacted by an increase in excise duty. In China, the Heineken brand achieved strong growth, whilst the new brewery in Guangzhou has commenced production in December.
Exports to South Korea and Taiwan continued to grow significantly driven by the Heineken brand.
Heineken operates in the beer market in India through its joint venture UBL, the leading beer company in the country with a market share of more than 50%. The net profit contribution of UBL to the Group"s EBIT (beia) amounted to €9 million, reflecting solid volume growth and a better sales mix. UBL plans to launch locally produced Heineken® in the middle of 2011.
| Head Office costs, other items and eliminations |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Full Year | Full Year | Total | Organic | ||||||
| 2010 | 2009 | change | change | ||||||
| % | % | ||||||||
| 19 | 53 | -66 | -63 | ||||||
EBIT (beia) was lower primarily due to an increase in the cost of central sponsorships, lower malting fees received and higher costs associated with corporate projects.
Financial Review
Key financials
| Key Financials (in € millions) |
Full year 2009 |
Consol. impact |
Currency translation |
Organic Growth |
Full year 2010 |
Organic change |
|---|---|---|---|---|---|---|
| Revenues | 14,701 | 1,303 | 447 | -318 | 16,133 | -2.2% |
| EBIT (beia) | 2,095 | 264 | 70 | 179 | 2,608 | 8.6% |
| Operating profit (beia) | 1,967 | 242 | 58 | 148 | 2,415 | 7.5% |
| Net profit (beia) | 1,055 | 133 | 49 | 208 | 1,445 | 19.7% |
Scope changes
Changes in the scope of operations in 2010 include:
- The beer operations of FEMSA, consolidated as of 1 May;
- The shift in South Africa from import to local production in our joint venture as of 1 January;
- Multi Bintang Indonesia and Grande Brasserie de Nouvelle-Caledonie, deconsolidated as of 1 February and transferred to our joint venture APB;
- Waverley TBS in the UK, deconsolidated as of 1 July.
In addition, United Breweries Limited, India, was included in group beer volume as of 1 January
Revenue
Revenue increased by 9.7% to €16.1 billion. This includes a positive contribution from the first time consolidation of the beer operations of FEMSA of €1.9 billion, excluding sales to Heineken USA, and the negative effect of deconsolidation in Asia (€135 million) and Waverley TBS in the UK (€280 million). Favourable exchange rate movements (primarily in Poland, Russia, the UK and Nigeria) contributed €447 million (+3.0%) to revenues. On an
organic basis, revenue was 2.2% lower, with a positive price and sales mix effect of 1.1%, partly offsetting a 3.3% negative volume impact on revenue.
Total Expenses
Total expenses (beia) increased 6%, largely reflecting the effect of net changes in the scope of consolidation and foreign exchange movements. On an organic basis, total expenses decreased 3.7%, despite higher marketing costs.
On an organic basis, input costs (raw materials and packaging) decreased by 8%, primarily reflecting lower volumes, a decrease in malting fees and lower barley prices. Reported input costs increased to €3.3 billion (2009: €2.9 billion) due to first time consolidations and higher foreign currency exchange rates.
Marketing and selling expenses increased 24.5% to €2.1 billion. This increase includes the net impact of scope changes and 5.1% organic increase, reflecting the Company"s focus on increasing brand equity and enhancing sales execution to strengthen existing market positions. Marketing and selling expenses (beia) represent 12.4% of revenue (2009: 11.3%).
Personnel expenses decreased 2.6% on an organic basis, as a result of efficiency improvements.
EBIT
EBIT (beia) increased 25% to €2,608 million. This includes the first time consolidation of the beer operations of FEMSA, which contributed €315 million and positive foreign exchange movements of €69 million. On an organic basis, EBIT (beia) grew 8.6%.
Share of net profit of associates and joint ventures grew significantly to €193 million (2009: €127 million). The largest contributors in 2010 were APB (€62 million) and CCU (€55 million), whilst UBL contributed €9 million.
Exceptional items and amortisation of brands and customer relations totalled €132 million (2009: €338 million).
Net Finance Expenses
On an organic basis, net interest costs decreased 22% to €490 million. This was mainly due to a significant organic reduction in net debt and a lower average interest rate of 6.0%. (2009: 6.3%). The average interest rate for the beer operations of FEMSA improved following the refinancing of existing loans on more favourable conditions.
The substantial change in other net finance expenses resulted from the inclusion of an exceptional gain of €236 million in 2009, mainly related to the buy-back of the Globe debt. On an organic basis, other net finance expenses were stable.
Taxation
The effective tax rate (beia) was 27.3% versus 25.0% in 2009, due to the first time consolidation of the beer operations of FEMSA and non-recurring items in the normal line of business.
The reported effective tax rate was 22.5% versus 22.0% in 2009. The rate includes the (partly) tax exempt gain on the sale of MBI/GBNC, the disposal of Waverley TBS, exceptional tax items in 2010 related to the finalisation of the Globe transactions in the UK and various other settlements with the tax authorities.
Net Profit
On an organic basis, net profit (beia) grew 19.7%, reflecting solid growth in EBIT (beia) and a significant reduction in net interest expense. Net profit (beia) increased by 37% to €1,445 million, benefiting from the first time consolidation of the beer operations of FEMSA and a positive currency effect of €49 million.
Net profit of €1,436 million (2009: €1,018 million), includes a €199 million capital gain.
Non-controlling interests in profit were broadly in line with the prior year.
| Exceptional items and amortisation of brands and customer relations (EIA) | ||||||
|---|---|---|---|---|---|---|
| (in € millions) | 2010 | 2009 |
|---|---|---|
| Amortisation of brands & customers incl. in EBIT | ||
| Amortisation of brands and customer relations | -142 | -79 |
| Exceptional items included in EBIT | ||
| TCM programme | -39 | -170 |
| Book gain on divestments | 199 | 0 |
| Acquisition and integration costs | -80 | 0 |
| Costs related to Globe divestment | 0 | -33 |
| Others | -70 | -56 |
| Net EIA losses/gains included in EBIT | -132 | -338 |
| Exceptional items included in net finance expenses | ||
| Gains related to Globe divestment | 0 | 248 |
| Others | 5 | -12 |
| Net EIA losses/gains incl. in net finance expenses | 5 | 236 |
| Net EIA losses/gains incl. in income tax expenses | 118 | 65 |
| Total EIAs | -9 | -37 |
Exceptional items and amortisation of brands and customer relations included in EBIT in 2010 comprise a book gain of €199 million related to the transfer of a controlling stake in Multi Bintang Indonesia and GNBC to our APB joint venture. Acquisition and integration costs totalling €80 million relate to the acquisition of the beer operations of FEMSA. Other exceptional items included in EBIT in 2010 relate to the write-off of an on-trade debt in Western Europe.
Foreign exchange rate movements
In 2010, EBIT (beia) and net profit (beia) benefited from a positive foreign exchange effect of €69 million and €49 million, respectively. This was largely due to an appreciation of the Polish zloty (+8%), the Chilean peso (+15%), the Singapore dollar (+12%) and the Nigerian naira (+4%).
Heineken delays the impact of the US dollar fluctuation versus the euro by hedging the net cash inflow of US dollars for up to 18 months in advance. The average EUR/USD exchange rate inclusive of hedging costs was 1.35, compared to 1.43 in 2009.
For the full year of 2011, the net US dollar inflow is forecast at approximately \$770 million, of which 85% is hedged at EUR/USD 1.34. For 2012, the net dollar inflow is forecast at approximately \$770 million, of which 29% is hedged at EUR/USD 1.32 as at 9 February 2011.
Financial structure and Net interest bearing debt
In 2010, the financial position of Heineken strengthened significantly, with free operating cash flow generation of €2.0 billion. As a result, net debt (including the impact of the beer operations of FEMSA), decreased to €8.1 billion at 31 December 2010, compared to €9.3 billion (including €1.6 billion of pro forma debt related to the beer operations of FEMSA) at 31 December 2009. As at 31 December 2010, cash and cash equivalents, including other investments held for trading, amounted to €627 million.
Once again, the cash conversion rate (Free operating cash flow/ Net profit (beia) before noncontrolling interests) exceeded 100%, reaching 126%. The year-end net debt/EBITDA (beia) ratio was 2.2 times including the EBITDA of the beer business of FEMSA for the twelve months period (2009: 2.6 times), in line with the Company"s long-term target for a ratio below 2.5 times.
Gross debt amounted to €8.7 billion. Including the currency effects of cross currency interest rate swaps, approximately 82% of the net debt was euro denominated, the remainder being predominantly British pound, Mexican peso and US Dollar denominated. Approximately 68% of gross debt has a fixed interest rate for the next 12 months. At the end of 2010, the committed available financing headroom was approximately €2.1 billion.
| Repayment long-term liabilities | € million |
|---|---|
| 2011 | 315 |
| 2012 | 556 |
| 2013 | 2,917 |
| 2014 | 2,001 |
| 2015 | 713 |
| 2016 | 746 |
| 2017 | 14 |
| 2018 and beyond | 846 |
The maturity profile of Heineken"s long-term debt as at 31 December 2010 is:
Balance sheet and Cash flow
Property, plant and equipment increased to €7.7 billion, following the inclusion of the assets of the beer operations of FEMSA. Gross capital expenditure amounted to €648 million (2009: €678 million). Gross capital expenditure as a percentage of revenue was 4%.
As at 31 December 2010, intangible assets totalled €10.9 billion compared to €7.1 billion at 31 December 2009. This increase was mainly due to the capitalisation of goodwill, brands and customer relations related to the acquisition of the beer operations of FEMSA.
Free operating cash flow amounted to €1,993 million. This includes a positive movement in working capital of €454 million. Main working capital as a percentage of revenues was 2.4% (2009: 4.5%).
Equity attributable to equity holders of the Company increased by €4.8 billion to €10.2 billion as at 31 December 2010. Retained earnings increased by €717 million to €5.1 billion including a foreign currency translation gain of €358 million. As part of the acquisition of the beer operations of FEMSA, approximately 86 million new shares were issued. These new shares were valued at €2,839 million, of which €138 million related to share capital and €2,701 million to the creation of a share premium reserve. The net contribution of the deferred ASDI shares to equity amounted to €666 million at 31 December 2010.
On 31 December 2010, Heineken NV had 576 million shares outstanding.
Reconciliation of reported and (beia) financial measures
| EIA | ||||
|---|---|---|---|---|
| Numbers in € million, except per share data | Reported | Amortisation of brands, customer relationships |
Exceptional Items |
(beia) |
| Results from operating activities | 2,283 | 142 | -10 | 2,415 |
| Attributable share of net profit from associates and joint ventures |
193 | - | - | 193 |
| EBIT | 2,476 | 142 | -10 | 2,608 |
| Net Profit | 1,436 | 103 | -94 | 1,445 |
| Diluted EPS1 | 2.55 | 0.25 | -0.24 | 2.56 |
| Year ended 31 December, 2009 | ||||
|---|---|---|---|---|
| EIA | ||||
| Numbers in € million, except per share data | Reported | Amortisation of brand, customer relationship |
Exceptional Items |
(beia) |
| Results from operating activities | 1,630 | 79 | 259 | 1,968 |
| Attributable share of net profit from associates and joint ventures |
127 | - | - | 127 |
| EBIT | 1,757 | 79 | 259 | 2,095 |
| Net Profit | 1,018 | 59 | -22 | 1,055 |
| Diluted EPS1 | 2.08 | 0.20 | -0.13 | 2.15 |
1 Per share amounts may not add due to rounding
Average number of shares per 31 December 2010
On 1 January 2010, Heineken N.V. had 489,974,594 shares in issue. As part of the acquisition of the beer operations of FEMSA, on 30 April 2010, 86,028,019 new shares were issued to FEMSA with an undertaking to deliver a further 29,172,504 shares under the ASDI programme which are both pro-rata included the calculation of the weighted average number of shares.
In the calculation of basic EPS, the shares bought in relation to the ASDI and the shares bought in relation to employee incentive programmes are deducted from the weighted average number of ordinary shares outstanding. This resulted in a weighted average basic number of 562,234,726 shares for the full year ended 31 December 2010.
In the calculation of diluted EPS, shares bought in relation to employee incentive programmes are not deducted from the weighted average number of shares outstanding. This resulted in a
weighted average diluted number of 563,387,135 shares for the full year ended 31 December 2010.
At 11 February 2011, Heineken had bought 11,493,195 shares on the market and delivered 10,240,553 of these shares to FEMSA in relation to the ASDI.
John G. Clarke / Jan van de Merbel John-Paul Schuirink Tel: +31 20 5239 590 Tel: +31 20 5239 355 [email protected] [email protected] [email protected]
Press enquiries Investor and analyst enquiries
Editorial information:
Heineken is one of the world"s great brewers and is committed to growth and remaining independent. The brand that bears the founder"s family name - Heineken - is available in almost every country on the globe and is the world"s most valuable international premium beer brand. The Company"s aim is to be a leading brewer in each of the markets in which it operates and to have the world"s most valuable brand portfolio. The Company operates 140 breweries in more than 70 countries and sold 205 million hectolitres of beer on a 2010 pro-forma basis. Heineken is Europe"s largest brewer and the world"s third largest by volume. Heineken is committed to the responsible marketing and consumption of its more than 200 international premium, regional, local and specialty beers and ciders. These include Amstel, Birra Moretti, Cruzcampo, Dos Equis, Foster"s, Kingfisher, Newcastle Brown Ale, Ochota, Primus, Sagres, Sol, Star, Strongbow, Tecate, Tiger and Zywiec. On a 2010 pro-forma basis, including FEMSA Cerveza, revenue totalled €17 billion and EBIT (beia) was €2.7 billion.
The average number of people employed is more than 70,000. Heineken N.V. and Heineken Holding N.V. shares are listed on the Amsterdam stock exchange. Prices for the ordinary shares may be accessed on Bloomberg under the symbols HEIA NA and HEIO NA and on the Reuter Equities 2000 Service under HEIN.AS and HEIO.AS. Most recent information is available on Heineken's website: http://www.heinekeninternational.com.
Appendices
- 1. Consolidated income statement
- 2. Consolidated statement of comprehensive income
- 3. Consolidated statement of financial position
- 4. Consolidated statement of cash flows
- 5. Consolidated statement of changes in equity
- 6. Operating segments
- 7. Acquisitions and disposals
- 8. Raw materials, consumables and services
- 9. Loans and borrowings
- 10. Notes to the appendices
- 11. Glossary
Appendix 1
Consolidated income statement
| For the year ended 31 December 2010 | ||
|---|---|---|
| In millions of € | 2010 | 2009 |
| Revenue | 16,133 | 14,701 |
| Other income | 239 | 41 |
| Raw materials, consumables and services | (10,291) | (9,650) |
| Personnel expenses | (2,680) | (2,379) |
| Amortisation, depreciation and impairments | (1,118) | (1,083) |
| Total expenses | (14,089) | (13,112) |
| Results from operating activities | 2,283 | 1,630 |
| Interest income | 100 | 90 |
| Interest expenses | (590) | (633) |
| Other net finance expenses | (19) | 214 |
| Net finance expenses | (509) | (329) |
| Share of profit of associates and joint ventures | ||
| and impairments thereof (net of income tax) | 193 | 127 |
| Profit before income tax | 1,967 | 1,428 |
| Income tax expenses | (399) | (286) |
| Profit | 1,568 | 1,142 |
| Attributable to: | ||
| Equity holders of the Company (Net Profit) | 1,436 | 1,018 |
| Non-controlling interests | 132 | 124 |
| Profit | 1,568 | 1,142 |
| Weighted average number of shares-basic | 562,234,726 | 488,666,607 |
| Weighted average number of shares-diluted | 563,387,135 | 489,974,594 |
| Basic earnings per share (€) | 2.55 | 2.08 |
| Diluted earnings per share (€) | 2.55 | 2.08 |
Appendix 2
| Consolidated statement of comprehensive income | ||
|---|---|---|
| For the year ended 31 December 2010 | ||
| In millions of € | 2010 | 2009 |
| Profit | 1,568 | 1,142 |
| Other comprehensive income: | ||
| Foreign currency translation differences for foreign | ||
| operations | 400 | 112 |
| Effective portion of change in fair value of cash | ||
| flow hedge | 43 | (90) |
| Effective portion of cash flow hedges transferred | ||
| to the income statement | 45 | 88 |
| Ineffective portion of cash flow hedges | 9 | - |
| Net change in fair value available-for-sale investments |
11 | 26 |
| Net change in fair value available-for-sale | ||
| investments transferred to the income statement | (17) | (12) |
| Share of other comprehensive income of | ||
| associates/joint ventures | (29) | 22 |
| Other comprehensive income, net of tax | 462 | 146 |
| Total comprehensive income | 2,030 | 1,288 |
| Attributable to: | ||
| Equity holders of the Company | 1,883 | 1,172 |
| Non–controlling interests | 147 | 116 |
| Total comprehensive income | 2,030 | 1,288 |
Appendix 3
Consolidated statement of financial position
| As at 31 December 2010 | ||
|---|---|---|
| In millions of € | 2010 | 2009 |
| Property, plant & equipment | 7,687 | 6,017 |
| Intangible assets | 10,890 | 7,135 |
| Investments in associates and joint ventures | 1,673 | 1,427 |
| Other investments and receivables | 1,103 | 568 |
| Advances to customers | 449 | 319 |
| Deferred tax assets | 429 | 561 |
| Total non-current assets | 22,231 | 16,027 |
| Inventories | 1,206 | 1,010 |
| Other investments | 17 | 15 |
| Trade and other receivables | 2,273 | 2,310 |
| Prepayments and accrued income | 206 | 189 |
| Cash and cash equivalents | 610 | 520 |
| Assets classified as held for sale | 6 | 109 |
| Total current assets | 4,318 | 4,153 |
| Total assets | 26,549 | 20,180 |
| Equity | ||
| Share capital | 922 | 784 |
| Share premium | 2,701 | - |
| Reserves | 814 | 159 |
| ASDI | 666 | - |
| Retained earnings | 5,125 | 4,408 |
| Equity attributable to equity holders of the Company |
10,228 | 5,351 |
| Non–controlling interest | 289 | 296 |
| Total equity | 10,517 | 5,647 |
| Liabilities | ||
| Loans and borrowings | 8,078 | 7,401 |
| Tax liabilities | 178 | - |
| Employee benefits | 687 | 634 |
| Provisions | 475 | 356 |
| Deferred tax liabilities | 991 | 786 |
| Total non-current liabilities | 10,409 | 9,177 |
| Bank overdrafts | 132 | 156 |
| Loans and borrowings | 862 | 1,145 |
| Trade and other payables | 4,265 | 3,696 |
| Tax liabilities | 241 | 132 |
| Provisions | 123 | 162 |
| Liabilities classified as held for sale | - | 65 |
| Total current liabilities | 5,623 | 5,356 |
| Total liabilities | 16,032 | 14,533 |
| Total equity and liabilities | 26,549 | 20,180 |
| Appendix 4 |
P.O. Box 28 – 1000 AA Amsterdam – The Netherlands 20 of 43 Office address: Tweede Weteringplantsoen, 21 – 1017 ZD Amsterdam Heineken N.V. – Registered Office at Amsterdam – Trade Register Amsterdam No. 33011433
Consolidated statement of cash flows
| For the year ended 31 December 2010 | ||
|---|---|---|
| In millions of € | 2010 | 2009 |
| Operating activities | ||
| Profit | 1,568 | 1,142 |
| Adjustments for: | ||
| Amortisation, depreciation and impairments | 1,118 | 1,083 |
| Net interest (income)/expenses | 490 | 543 |
| Gain on sale of property, plant & equipment, intangible assets | ||
| and subsidiaries, joint ventures and associates | (239) | (41) |
| Investment income and share of profit and impairments of associates and joint ventures |
(200) | (138) |
| Income tax expenses | 399 | 286 |
| Other non-cash items | 163 | 1 |
| Cash flow from operations before changes in working | ||
| capital and provisions | 3,299 | 2,876 |
| Change in inventories | 95 | 202 |
| Change in trade and other receivables | 515 | 337 |
| Change in trade and other payables | (156) | (319) |
| Total change in working capital | 454 | 220 |
| Change in provisions and employee benefits | (205) | (67) |
| Cash flow from operations | 3,548 | 3,029 |
| Interest paid | (554) | (467) |
| Interest received | 15 | - |
| Dividend received | 91 | 62 |
| Income taxes paid | (443) | (245) |
| Cash flow related to interest, dividend and income tax | (891) | (650) |
| Cash flow from operating activities | 2,657 | 2,379 |
| Investing activities | ||
| Proceeds from sale of property, plant & equipment and | ||
| intangible assets | 113 | 180 |
| Purchase of property, plant & equipment | (648) | (678) |
| Purchase of intangible assets | (56) | (99) |
| Loans issued to customers and other investments | (145) | (117) |
| Repayment on loans to customers | 72 | 76 |
| Cash flow used in operational investing activities | (664) | (638) |
| Free operating cash flow | 1,993 | 1,741 |
| Acquisition of subsidiaries, net of cash acquired* | 17 | (84) |
| Acquisition of associates, joint ventures and other investments | (77) | (116) |
| Disposal of subsidiaries and non-controlling interests, net of cash disposed of |
270 | 17 |
| Disposal of associates, joint ventures and other investments | 47 | 34 |
| Cash flow used for acquisitions and disposals | 257 | (149) |
| Cash flow used in investing activities | (407) | (787) |
Appendix 4 - continued
Consolidated statement of cash flows - continued
| For the year ended 31 December 2010 | ||
|---|---|---|
| In millions of € | 2010 | 2009 |
| Financing activities | ||
| Proceeds from loans and borrowings | 1,920 | 2,052 |
| Repayment of loans and borrowings | (3,127) | (3,411) |
| Dividends paid | (483) | (392) |
| Purchase own shares and shares issued | (381) | (13) |
| Acquisition of non-controlling interests | (92) | - |
| Other | (9) | (73) |
| Cash flow from/(used in) financing activities | (2,172) | (1,837) |
| Net Cash Flow | 78 | (245) |
| Cash and cash equivalents as at 1 January | 364 | 604 |
| Effect of movements in exchange rates | 36 | 5 |
| Cash and cash equivalents as at 31 December | 478 | 364 |
*The non-controlling interests has moved from Investing to Financing in 2010, comparatives have not been adjusted.
| Appendix 5 Consolidated statement of changes in equity In millions of € |
Share Capital |
Share premium |
Translation reserve |
Hedging reserve |
Fair value reserve |
Other legal reserves |
Reserve for own shares |
ASDI | Retained earnings |
Equity attributable to equity holders of the Company |
Non - controlling interests |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as at 1 January 2009 | 784 | - | (595) | (122) | 88 | 595 | (40) | - | 3,761 | 4,471 | 281 | 4,752 |
| Other comprehensive income | - | - | 144 | (2) | 12 | 6 | - | - | (6) | 154 | (8) | 146 |
| Profit | - | - | - | - | - | 150 | - | - | 868 | 1,018 | 124 | 1,142 |
| Total comprehensive | ||||||||||||
| income | - | - | 144 | (2) | 12 | 156 | - | - | 862 | 1,172 | 116 | 1,288 |
| Transfer to retained earnings | - | - | - | - | - | (75) | - | - | 75 | - | - | - |
| Dividends to shareholders | - | - | - | - | - | - | - | - | (289) | (289) | (96) | (385) |
| Purchase/reissuance own/non-controlling interest |
||||||||||||
| shares | - | - | - | - | - | - | (2) | - | (11) | (13) | (2) | (15) |
| Share based payments | - | - | - | - | - | - | - | - | 10 | 10 | - | 10 |
| Changes in consolidations | - | - | - | - | - | - | - | - | - | - | (3) | (3) |
| Balance as at 31 December 2009 |
784 | - | (451) | (124) | 100 | 676 | (42) | - | 4,408 | 5,351 | 296 | 5,647 |
| Appendix 5 - continued |
Other | Equity attributable to equity |
Non - contr |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital |
Share premium |
Transla tion reserve |
Hedging reserve |
Fair value reserve |
legal reserve s |
Reserve for own shares |
ASDI | Retained earnings |
holders of the Company |
olling intere sts |
Total equity |
|
| Balance as at 1 January | ||||||||||||
| 2010 | 784 | - | (451) | (124) | 100 | 676 | (42) | - | 4,408 | 5,351 | 296 | 5,647 |
| Other comprehensive | ||||||||||||
| income | - | - | 358 | 97 | (10) | 75 | - | - | (73) | 447 | 15 | 462 |
| Profit | - | - | - | - | - | 241 | - | - | 1,195 | 1,436 | 132 | 1,568 |
| Total comprehensive | ||||||||||||
| income | - | - | 358 | 97 | (10) | 316 | - | - | 1,122 | 1,883 | 147 | 2,030 |
| Transfer to retained | ||||||||||||
| earnings | - | - | - | - | - | (93) | - | - | 93 | - | - | - |
| Dividends to shareholders | - | - | - | - | - | - | - | - | (351) | (351) | (138) | (489) |
| Share Issued | 138 | 2,701 | - | - | - | - | - | 1,026 | - | 3,865 | - | 3,865 |
| Purchase/reissuance | ||||||||||||
| own/non-controlling shares |
- | - | - | - | - | - | (381) | - | - | (381) | - | (381) |
| ASDI | - | - | - | - | - | - | 362 | (360) | (2) | - | - | - |
| Own shares granted | - | - | - | - | - | - | 6 | - | (6) | - | - | - |
| Share purchase mandate | - | - | - | - | - | - | - | - | (96) | (96) | - | (96) |
| Share based payments | - | - | - | - | - | - | - | - | 15 | 15 | - | 15 |
| Acquisition of non | ||||||||||||
| controlling interest without | ||||||||||||
| a change in control | - | - | - | - | - | - | - | - | (58) | (58) | (34) | (92) |
| Acquisition of non | ||||||||||||
| controlling interest with a | ||||||||||||
| change in control | - | - | - | - | - | - | - | - | - | - | 20 | 20 |
| Changes in consolidation | - | - | - | - | - | - | - | - | - | - | (2) | (2) |
| Balance as at 31 | ||||||||||||
| December 2010 | 922 | 2,701 | (93) | (27) | 90 | 899 | (55) | 666 | 5,125 | 10,228 | 289 | 10,517 |
Appendix 5 – continued
Basic earnings per share
The calculation of basic earnings per share as at 31 December 2010 is based on the profit attributable to ordinary shareholders of the Company (net profit) of €1,436 million (2009: €1,018 million) and a weighted average number of ordinary shares – basic outstanding during the year ended 31 December 2010 of 562,234,726 (2009: 488,666,607). Basic earnings per share for the year amount to €2.55 (2009: €2.08).
| Weighted average number of shares-basic | ||||||||
|---|---|---|---|---|---|---|---|---|
| In shares | 2010 | 2009 | ||||||
| Number of shares-basic as at 1 January | 489,974,594 | 489,974,594 | ||||||
| Effect of LTIP own shares held | (1,152,409) | (1,307,987) | ||||||
| Effect of undelivered ASDI shares | 14,726,761 | - | ||||||
| Effect of new shares issued | 58,685,780 | - | ||||||
| Weighted number of basic shares as at 31 December | 562,234,726 | 488,666,607 |
ASDI
Allotted Share Delivery Instrument (ASDI) representing Heineken"s obligation to deliver shares to FEMSA, either through issuance and / or purchasing of its own shares in the open market. EPS is impacted by ASDI as in the formula, calculating EPS, the net profit is divided by the weighted average number of ordinary shares. In this weighted average number of ordinary shares, the weighted average of outstanding ASDI is included. This means that the ASDI leads to a lower basic EPS until all shares have been repurchased.
Diluted earnings per share
The calculation of diluted earnings per share as at 31 December 2010 was based on the profit attributable to ordinary shareholders of the Company (net profit) of €1,436 million (2009: €1,018 million) and a weighted average number of ordinary shares – basic outstanding after adjustment for the effects of all dilutive potential ordinary shares of 563,387,135 (2009: 489,974,594). Diluted earnings per share for the year amounted to €2.55 (2009: €2.08).
| Weighted average number of shares-diluted | ||
|---|---|---|
| In shares | ||
| 2010 | 2009 | |
| Weighted number of basic shares 31 December | 562,234,726 | 488,666,607 |
| Effect of LTIP own shares held | 1,152,409 | 1,307,987 |
| Weighted average diluted shares 31 December | 563,387,135 | 489,974,594 |
Appendix 5 – continued
Dividends
The following dividends were declared and paid by Heineken:
| In millions of € | 2010 | 2009 |
|---|---|---|
| Final dividend previous year €0.40, respectively €0.34 per | ||
| qualifying ordinary share | 195 | 167 |
| Interim dividend current year €0.26, respectively €0.25 per | ||
| qualifying ordinary share | 156 | 122 |
| Total dividend declared and paid | 351 | 289 |
The coupon paid on the ASDI in 2010 amounts to €7 million.
After the balance sheet date the Executive Board proposed the following dividends. The dividends, taken into account the interim dividends declared and paid, have not been provided for.
| In millions of € | 2010 | 2009 |
|---|---|---|
| €0.76 per qualifying ordinary share (2009: €0.65) | 438 | 318 |
Appendix 6 Operating segments
| Western Europe | Central and Eastern Europe |
The Americas | Africa and the Middle East |
Asia Pacific | Head Office / Eliminations |
Consolidated | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In millions of € | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
| Revenue | ||||||||||||||
| Third party revenue2 | 7,284 | 7,775 | 3,130 | 3,183 | 3,419 | 1,540 | 1,982 | 1,807 | 206 | 301 | 112 | 95 | 16,133 | 14,701 |
| Interregional revenue | 610 | 657 | 13 | 17 | 12 | 1 | 6 | 10 | - | 4 | (641) | (689) | - | - |
| Total revenue | 7,894 | 8,432 | 3,143 | 3,200 | 3,431 | 1,541 | 1,988 | 1,817 | 206 | 305 | (529) | (594) | 16,133 | 14,701 |
| Other income | 71 | 28 | 8 | 11 | - | - | - | 2 | 158 | - | 2 | - | 239 | 41 |
| Results from operating activities |
765 | 504 | 330 | 329 | 474 | 204 | 520 | 470 | 201 | 72 | (7) | 51 | 2,283 | 1,630 |
| Net finance expenses Share of profit of associates and joint ventures and |
(509) | (329) | ||||||||||||
| impairments thereof | 3 | (2) | 21 | 18 | 75 | 69 | 28 | 15 | 79 | 31 | (13) | (4) | 193 | 127 |
| Income tax expenses | (399) | (286) | ||||||||||||
| Profit | 1,568 | 1,142 | ||||||||||||
| Attributable to: | ||||||||||||||
| Equity holders of the Company | ||||||||||||||
| (net profit) | 1,436 | 1,018 | ||||||||||||
| Non-controlling interest | 132 | 124 | ||||||||||||
| 1,568 | 1,142 | |||||||||||||
| EBIT reconciliation | ||||||||||||||
| EBIT | 768 | 502 | 351 | 347 | 549 | 273 | 548 | 485 | 280 | 103 | (20) | 47 | 2,476 | 1,757 |
| eia | 136 | 290 | 12 | 42 | 102 | - | 1 | - | (158) | - | 39 | 6 | 132 | 338 |
| EBIT (beia) | 904 | 792 | 363 | 389 | 651 | 273 | 549 | 485 | 122 | 103 | 19 | 53 | 2,608 | 2,095 |
2 Includes other revenue of €439 million in 2010 and €432 million in 2009.
Heineken N.V. – Registered Office at Amsterdam – Trade Register Amsterdam No. 33011433
Appendix 6 - continued Operating segments
| Western | Central and | Africa and the | Head Office / | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Europe | Eastern Europe |
The Americas | Middle East | Asia Pacific | Eliminations | Consolidated | ||||||||
| In millions of € | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 |
| Beer volumes3 | ||||||||||||||
| Consolidated volume | 45,394 | 47,151 | 42,237 | 46,165 | 37,843 | 9,430 | 19,070 | 19,820 | 1,328 | 2,681 | - | - | 145,872 | 125,247 |
| Joint ventures volume | - | - | 7,229 | 8,909 | 9,195 | 8,988 | 5,399 | 2,228 | 22,181 | 10,897 | - | - | 44,004 | 31,022 |
| Licenses | 284 | 243 | - | - | 173 | 339 | 1,204 | 1,413 | 806 | 805 | - | - | 2,467 | 2,800 |
| Group volume | 45,678 | 47,394 | 49,466 | 55,074 | 47,211 | 18,757 | 25,673 | 23,461 | 24,315 | 14,383 | - | - | 192,343 | 159,069 |
| Segment assets | 10,123 | 11,047 | 4,583 | 4,826 | 7,756 | 834 | 1,911 | 1,673 | 86 | 185 | (74) | (414) | 24,385 | 18,151 |
| Investment in associates and JVs | 28 | 26 | 134 | 143 | 758 | 565 | 262 | 226 | 507 | 472 | (16) | (5) | 1,673 | 1,427 |
| Total segment assets | 10,151 | 11,073 | 4,717 | 4,969 | 8,514 | 1,399 | 2,173 | 1,899 | 593 | 657 | (90) | (419) | 26,058 | 19,578 |
| Unallocated assets | 491 | 602 | ||||||||||||
| Total assets | 26,549 | 20,180 | ||||||||||||
| Segment liabilities | 3,072 | 3,355 | 1,128 | 1,153 | 1,115 | 123 | 529 | 466 | 33 | 107 | 479 | 571 | 6,356 | 5,775 |
| Unallocated liabilities | 9,676 | 8,758 | ||||||||||||
| Total equity | 10,517 | 5,647 | ||||||||||||
| Total equity and liabilities | 26,549 | 20,180 | ||||||||||||
| Purchase of P, P & E | 205 | 291 | 158 | 216 | 121 | 13 | 163 | 139 | 1 | 10 | - | 9 | 648 | 678 |
| Acquisition of goodwill | 4 | 16 | - | - | 1,780 | 5 | 1 | 13 | - | - | (37) | - | 1,748 | 34 |
| Purchases of intangible assets | 5 | 31 | 4 | 20 | 24 | 1 | 9 | 1 | - | - | 14 | 46 | 56 | 99 |
| Depreciation of P, P & E | 381 | 401 | 253 | 244 | 149 | 15 | 100 | 84 | 1 | 10 | 9 | 14 | 893 | 768 |
| Impairment and reversal of | ||||||||||||||
| impairment of P, P & E | 1 | 108 | 9 | 51 | - | - | 2 | 2 | - | - | 2 | 2 | 14 | 163 |
| Amortisation intangible assets | 90 | 89 | 22 | 21 | 73 | 12 | 4 | 2 | - | - | 3 | 3 | 192 | 127 |
| Impairment intangible assets | 15 | 21 | 1 | 4 | - | - | - | - | - | - | - | - | 16 | 25 |
3 For volume definitions see "Glossary". Joint venture volume in 2009 excludes India volumes
Appendix 7
Acquisitions and disposals of subsidiaries and non-controlling interests
Acquisition of 100% of the beer operations of FEMSA
On 30 April 2010 Heineken N.V. completed the acquisition of the beer operations of Fomento Económico Mexicano, S.A.B. de C.V. ("FEMSA") via an all share transaction (the "transaction"). Heineken N.V. acquired all shares of common stocks in FEMSA Cerveza, comprising 100% of FEMSA"s Mexican beer operations (including its US and other export businesses) and the remaining 83% of FEMSA"s Brazilian beer business that Heineken did not own. A portion of the Heineken shares allotted to FEMSA (and its affiliates) will be delivered over a period of not more than five years (the "Allotted Shares" or Allotted Share Delivery Instrument or ASDI). The Allotted Shares have been recognised as a separate category within equity.
The beer operations acquired from FEMSA contributed a revenue of €2,036 million and results from operating activities of €215 million (EBIT) for the 8 months period from 1 May 2010 to 31 December 2010. Amortisation of brands and customer relationships for the 8 months amounts to €62 million. Had the acquisition occurred on 1 January 2010, pro-forma revenue and pro-forma results from operating activities (EBIT) for the 12 months period ended December 31, 2010 would have amounted to €2,873 million and €268 million respectively. The pro-forma amortisation of brands and customer relationships would have amounted to €90 million. This pro-forma information does not purport to represent what our actual results would have been had the acquisition actually occurred on 1 January 2010, nor are they necessarily indicative of future results of operations. In determining the contributions, management has assumed that the fair value adjustments that arose on the date of the acquisition would have been the same as the acquisition had occurred on 1 January 2010.
The following summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date.
| In millions of € | |
|---|---|
| Property, plant & equipment |
1,851 |
| Intangible assets | 2,104 |
| Investments in associates & joint ventures |
7 |
| Other investments |
342 |
| Advances to customers | 210 |
| Inventories | 273 |
| Trade and other receivables |
521 |
| Cash and cash equivalents | 69 |
| Assets acquired | 5,377 |
| Loans and borrowings, interest bearing |
894 |
| Loans and borrowings, non-interest bearing | 124 |
| Tax liabilities (non current) | 150 |
| Employee benefits |
162 |
| Provisions | 175 |
| Deferred tax liabilities | 449 |
| Current part loans, interest bearing | 701 |
| Bank overdraft | 38 |
| Tax liabilities (current) | 32 |
| Other current liabilities | 609 |
| Liabilities assumed | 3,334 |
| Total net identifiable assets | 2,043 |
Appendix 7 - continued
| Consideration transferred in exchange for shares | 3,865 |
|---|---|
| Consideration paid in cash | 51 |
| Recognition indemnification receivable | (134) |
| Fair value of previous interest in the acquiree | 21 |
| Non-controlling interests | 20 |
| Net identifiable assets acquired | (2,043) |
| Goodwill on acquisition | 1,780 |
Amounts were converted into euros at the rate of MXN/EUR 16.246, BRL/EUR 2.2959 and USD/EUR 1.3315 for the statement of financial position.
Goodwill has, for the vast majority, provisionally been allocated to the America"s region and is held in USD, MXN and BRL. The rationale for the allocation is that, the acquisition provides access to the Latin American market, cost synergies to be achieved through economies of scale due to the increased size of the operations and deferred taxes and assembled workforce will mostly be between Mexico and USA. Additionally, the acquisition secures the distribution of the FEMSA products in the USA, previously arrangement via a 10 years license agreement. The entire amount of goodwill is not expected to be tax deductible.
The consideration transferred in exchange of Heineken N.V. is based on 86,028,019 new Heineken N.V. Shares with a commitment to deliver Allotted Shares over a period of not more than five years from the date of Closing. The Allotted Shares will be delivered to FEMSA pursuant to the Allotted Share Delivery Instrument (ASDI). Simultaneously with the Closing, Heineken Holding N.V. has exchanged 43,018,320 (out of the 86,028,019 new) Heineken N.V. Shares with FEMSA for an equal number of newly issued Heineken Holding Shares. The equity consideration transferred is based on:
- Heineken N.V. issued shares (based on listed share price of Heineken N.V. and Heineken Holding N.V. of respectively €35.18 and €30.82 per 30 April 2010)
- ASDI, number of shares 29,172,504 (based on listed share price of Heineken N.V. of €35.18 per 30 April 2010)
The consideration paid in cash amounting to €51 million relates to the working capital adjustment for the period between 1 January and 30 April 2010 as agreed in the Share Exchange Agreement.
Between Heineken and FEMSA certain indemnifications were agreed on, that primarily relate to tax and legal matters. Upon acquisition, the indemnification asset amounts to €134 million, this asset will subsequently change depending on the corresponding liabilities and amounts to €145 million as at 31 December 2010. Indemnification assets are recognised as an asset of the acquirer at the same time and on the same basis as the indemnified items are recognised as a liability. The indemnification asset is considered an included element of the business combination. Mexican contingencies will be fully indemnified by FEMSA, Brazilian contingencies however are covered by FEMSA for its former share of approximately 83%. Items will only qualify for indemnification if they have not been previously disclosed to Heineken, exceed the floor of USD50 million individually, relate to the period prior to acquisition and the total indemnification does not exceed the cap. The indemnification is maximized at USD500 million, excluding items attributable to Brazilian tax matters.
The fair value of the previously held 17 per cent in Cervejarias Kaiser (Kaiser) is recognised at €21 million. The remeasurement to fair value of the Group"s existing 17 per cent interest in Kaiser resulted in a net loss of €4 million that has been recognised in profit or loss under other net finance (expenses)/income.
Appendix 7 - continued
Non-controlling interests are recognised based on their proportional interest in the recognised amounts of the assets and liabilities of the beer operations acquired from FEMSA of €20 million.
In the net assets acquired Heineken noted trade receivables with a fair value of €319 million. The gross amount is €365 million, of which €46 million is considered doubtful.
As part of business combination accounting contingent liabilities amounting to €14 million have been recognised mainly relating to change in control provisions in existing contracts and certain onerous contracts. The cash-outflow is expected between 1 to 7 years.
Acquisition related costs of €24 million have been recognised in profit or loss for the period ended 31 December 2010.
Provisional accounting other acquisitions in 2010
During 2010 several adjustments were made to provisional accounting for acquisitions in the UK and Ireland. Total impact resulted in a decrease of goodwill with €32 million, of which €37 million was received in cash. Goodwill decreased due to the S&N acquisition of 2008 for €37 million and is caused by adjustments made to the debt allocation agreement with Carlsberg Group. For the other acquisitions in 2009 related to Universal Beverages Limited (UBL Cider Mill) in the UK the goodwill increased by approximately €9 million, these adjustments were made within the window period of one year. The remainder of €4 million goodwill decrease relates to the finalisation of the contingent consideration of Nash Beverages Ltd. in Ireland.
Acquisition of non-controlling interest
On 12 May 2010, Heineken International acquired an additional interest in Commonwealth Brewery Limited (CBL) of 47% and Burns House Limited (BHL) of 60%, increasing its ownership to 100% in both entities. Before this acquisition, Heineken International already had control in CBL / BHL. On 17 November 2010 Heineken International acquired an additional 5% interest in Brasseries et Limonaderies du Rwanda S.A., increasing its ownership to 75%. During the year 2010 several other non-controlling interests were bought out which is regular business within the Heineken Group. The cash paid for all the acquired non-controlling interests during 2010 amounts to €92 million, decreased our non-controlling interests with €34 million and resulted in a net decrease of our retained earnings of €58 million.
Due to non-disclosure agreements Heineken cannot provide the consideration paid on an individual level. Considering the overall amounts disclosed above we deem these to be individually as well as aggregated to be immaterial in nature.
Disposals
On 10 February 2010 and 13 April 2010 Heineken N.V. transferred in total a 78.3% stake in PT Multi Bintang Indonesia (MBI) and Heineken"s 87% stake in Grande Brasserie de Nouvelle-Caledonie S.A. (GBNC) to its joint venture Asia Pacific Breweries (APB). Heineken retains a direct shareholding in MBI of 6.8%. As a result of the transaction a gain of €157 million before tax has been recognised in other income including the remeasurement to fair value of the Group"s remaining 6.8% share amounting to €29 million. The Sales Price of this transaction was €265 million.
Other disposals during 2010 include Waverley TBS in the United Kingdom and certain smaller entities in the Caribbean. Due to competitive sensitivity and the non-disclosure agreements with the parties involved, the disposal prices are not individually disclosed.
The disposals had the following effect on Heineken"s assets and liabilities on disposal date:
Appendix 7 - continued
| In millions of € | Total |
|---|---|
| Disposals | |
| Property, plant & equipment | (61) |
| Intangible assets | - |
| Investments in associates & joint ventures | - |
| Other investments | (2) |
| Deferred tax assets | (4) |
| Inventories | (35) |
| Trade and other receivables | (69) |
| Cash and cash equivalents | (24) |
| Assets | (195) |
| Loans and borrowings | 2 |
| Employee benefits | 1 |
| Provisions | 17 |
| Deferred tax liabilities | 6 |
| Trade and other payables | 147 |
| Tax liabilities | 5 |
| Liabilities | 178 |
| Net identifiable assets and liabilities | (17) |
| Non-controlling interest | 5 |
| Gain on sale of subsidiaries | (282)* |
| Consideration received in cash net | (294) |
| Net cash disposed of | 24 |
| Net cash outflow/(inflow) | (270) |
* €101 million of the gain on disposal is eliminated reflecting the Heineken share in APB
Appendix 8
| In millions of € | 2010 | 2009 |
|---|---|---|
| Raw materials | 1,474 | 1,140 |
| Non-returnable packaging | 1,863 | 1,739 |
| Goods for resale | 1,655 | 2,253 |
| Inventory movements | (8) | (5) |
| Marketing and selling expenses | 2,072 | 1,664 |
| Transport expenses | 979 | 934 |
| Energy and water | 442 | 319 |
| Repair and maintenance | 375 | 299 |
| Other expenses | 1,439 | 1,307 |
| 10,291 | 9,650 |
Other expenses include rentals of €224 million, consultant expenses of €126 million, telecom and office automation of €156 million and other fixed expenses of €933 million.
Appendix 9
Loans and borrowings
| Non-current liabilities | ||
|---|---|---|
| In millions of € | 2010 | 2009 |
| Secured bank loans | 48 | 179 |
| Unsecured bank loans | 3,260 | 2,958 |
| Unsecured bond issues | 2,482 | 2,445 |
| Finance lease liabilities | 47 | 89 |
| Other non-current interest-bearing liabilities | 1,895 | 1,267 |
| Non-current interest-bearing liabilities | 7,732 | 6,938 |
| Non-current non-interest-bearing liabilities | 55 | 93 |
| Non-current derivatives | 291 | 370 |
| 8,078 | 7,401 | |
| Current interest-bearing liabilities | ||
| In millions of € | 2010 | 2009 |
| Current portion of secured bank loans | 11 | 96 |
| Current portion of unsecured bank loans | 346 | 78 |
| Current portion of unsecured bond issues | - | 500 |
| Current portion of finance lease liabilities | 48 | 19 |
| Current portion of other interest-bearing liabilities | 32 | 75 |
| Total current portion of non-current interest-bearing liabilities | 437 | 768 |
| Deposits from third parties | 425 | 377 |
| 862 | 1,145 | |
| Bank overdrafts | 132 | 156 |
| 994 | 1,301 | |
| Net interest-bearing debt position | ||
| In millions of € | 2010 | 2009 |
| Non-current interest-bearing liabilities | 7,732 | 6,938 |
| Current portion of non-current interest-bearing liabilities | 437 | 768 |
| Deposits from third parties | 425 | 377 |
| 8,594 | 8,083 | |
| Bank overdrafts | 132 | 156 |
| 8,726 | 8,239 | |
| Cash, cash equivalents and current other investments | (627) | (535) |
| Net interest-bearing debt position | 8,099 | 7,704 |
Appendix 9 - continued
Loans and borrowings
As per 31 December 2010, no amount was drawn on the existing Revolving Credit Facility of €2 billion. This revolving credit facility is expiring in 2012. Interest is based on EURIBOR plus a margin.
As part of the acquisition of the beer operations of FEMSA, Heineken acquired a net debt position of €1,564 million. From this amount loans and borrowings in Mexico and Brazil amount to €1,595 million, the remainder is cash (net of bank overdrafts) of €31 million. This position largely consisted of bank loans from local financial institutions as well as several loans from FEMSA, the seller of FEMSA Cerveza. These loans, which amounted to €573 million as at 30 April 2010, were repaid in May and June 2010. These loans have been refinanced by drawings under the Revolving Credit Facility of Heineken. As per 31 December 2010 the available headroom (including cash available in the Group cash pool) is approximately €2.1 billion, as revolving credit facility was undrawn.
On 13 August 2010, Heineken N.V. received the funds related to the 8-year private loan notes, which were placed on May 7, 2010 with institutional investors in the United States. The principal amount of the loan notes is \$725 million and the coupon was fixed at 4.6%. The maturity date is 15 August 2018. Heineken has swapped the proceeds into €559 million with a fixed coupon of 3.9%.
EMTN Programme
The Euro Medium Term Note Programme ('EMTN') was updated and increased to €5 billion in September 2010 and is registered on the Luxembourg Stock Exchange. As currently approximately €1.9 billion is outstanding, Heineken still has capacity of €3.1 billion under this programme. The programme can be used for issuing up to one year after its latest update.
Appendix 10
Notes to the appendices
Reporting entity
Heineken N.V. (the "Company") is a company domiciled in the Netherlands. The address of the Company"s registered office is Tweede Weteringplantsoen 21, Amsterdam. The consolidated financial statements as at and for the year ended 31 December 2010 comprise the Company, its subsidiaries (together referred to as "Heineken" or the "Group" and individually as "Heineken" entities) and Heineken"s interests in Joint Ventures ("JVs") and associates.
The financial information included in appendix 1-9 is extracted from Heineken"s consolidated financial statements 2010. These financial statements were authorised for issue on 15 February 2011. The financial statements have been audited and an unqualified auditors" report has been issued. The annual report is yet to be approved in the annual general meeting of shareholders on 21 April 2011 and will be published on the website on 7 March 2011
Heineken"s consolidated financial statements for 2010 will be available on request from Heineken"s Corporate Relations department, P.O. Box 28, 1000 AA Amsterdam, The Netherlands or can be obtained from the website www.heinekeninternational.com.
Accounting policies
Except for the accounting policies mentioned below, the accounting policies applied by Heineken in these appendices are the same as the policies applied by Heineken in the consolidated financial statements for 2009. Applied are International Financial Reporting Standards (IFRS) adopted by the EU (i.e. only IFRS"s that are adopted for use in the EU at the date of publication).
These appendices do not contain all the information required for a complete full-year set of financial statements.
Accounting for business combinations
From 1 January 2010, the Group has applied IFRS 3 Business Combinations (2008) in accounting for business combinations. The change in accounting policy has been applied prospectively and has no impact on Earnings per Share.
For acquisition on or after 1 January 2010, the Group measures goodwill at the acquisition date as the fair value of the consideration transferred plus the fair value of any previously-held equity interest in the acquiree and the recognised amount of any non-controlling interests in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or loss.
Appendix 10 - continued
Accounting for acquisitions of non-controlling interests
From 1 January 2010 the Group has applied IAS 27 Consolidated and Separate Financial Statements (2008) in accounting for acquisitions of non-controlling interests. The change in accounting policy has been applied prospectively and has no impact on Earnings per Share.
Under the new accounting policy, acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary.
Previously, goodwill was recognised on the acquisition of non-controlling interests in a subsidiary, which represented the excess of the cost of the additional investment over the carrying amount of the interest in the net assets acquired at the date of the transaction.
Issued and outstanding shares
The number of outstanding shares as per 31 December 2009 was 489,974,594. In 2010 a (net) total of 86,028,019 shares were issued due to the acquisition of FEMSA. The number of outstanding shares per 31 December 2010 is 576,002,613.
Exceptional items and amortisation of brands and customer relationships
In 2010 a total of €132 million is recognised at EBIT level as exceptional items and amortisation of brands and customer relationships:
| | Restructuring costs included in personnel expenses | €39 million |
|---|---|---|
| | Acquisition and integration expenses | €80 million |
| | Book gain on sales | €199 million |
| | Impairments loans, receivables and guarantees | €70 million |
| | Amortisation of brands and customer relationships | €142 million |
Appendix 10 - continued
Contingencies
Netherlands
Heineken is involved in an antitrust case initiated by the European Commission for alleged violations of the European Union competition laws. By decision of 18 April 2007 the European Commission stated that Heineken and other brewers operating in the Netherlands, restricted competition in the Dutch market during the period 1996-1999. This decision follows an investigation by the European Commission that commenced in March 2000. Heineken fully cooperated with the authorities in this investigation. As a result of its decision, the European Commission has imposed a fine on Heineken of €219 million in April 2007.
On 4 July 2007 Heineken filed an appeal with the European Court of First Instance against the decision of the European Commission as Heineken disagrees with the findings of the European Commission. Pending appeal, Heineken was obliged to pay the fine to the European Commission. This fine was paid in 2007 and was treated as an expense in the 2007 Annual Report. A final decision by the European Court of First Instance is expected in 2011.
Carlsberg
During 2010 the existing contingency between Heineken and Carlsberg was settled. The consideration paid (purchase price) for the acquisition of S&N has been finalised. The impact on goodwill was immaterial.
Brazil
As part of the acquisition of the beer operations of FEMSA Heineken also inherited existing legal proceedings with labour unions, tax authorities and other parties of its, now wholly owned, subsidiary Cervejarias Kaiser (Heineken Brasil). The proceedings have arisen in the ordinary course of business and are common to the current economic and legal environment of Brazil. The proceedings have partly been provided for. The contingent amount being claimed against Heineken Brasil resulting from such proceedings as at 31 December 2010 is €1,267 million. Such contingencies were classified by legal counsel as less than probable but more than remote of being settled against Heineken Brasil. However, Heineken believes that the ultimate resolution of such legal proceedings will not have a material adverse effect on its consolidated financial position or result of operations. Heineken does not expect any significant liability to arise from these contingencies. A significant part of the afore mentioned contingencies (€364 million) are tax related and qualify for indemnification by FEMSA.
As is customary in Brazil, Heineken Brasil has been requested by the tax authorities to collateralise tax contingencies currently in litigation amounting to €218 million by either pledging fixed assets or entering into available lines of credit which cover such contingencies.
Guarantees
| In millions of € | Total 2010 |
Less than 1 year |
1-5 years |
More than 5 years |
Total 2009 |
|---|---|---|---|---|---|
| Guarantees to banks for loans (to third par ies) |
384 | 213 | 111 | 60 | 371 |
| Other guarantees | 271 | 68 | 9 | 194 | 177 |
| 655 | 281 | 120 | 254 | 548 | |
Guarantees to banks for loans relate to loans to customers, which are given by external parties in the ordinary course of business of Heineken. Heineken provides guarantees to the banks to cover the risk related to these loans.
Appendix 10 - continued
Subsequent events
Acquisition of business in Nigeria
On 12 January Heineken announced that it has strengthened its platform for growth in Nigeria via the acquisition of two holding companies from the Sona Group. The two acquired businesses have controlling interests in each of the Sona, IBBI, Benue, Life and Champion breweries in Nigeria. Heineken will explore the possibility to sell the newly acquired breweries to its existing businesses in Nigeria during 2011. Discussions with Nigerian Breweries and Consolidated Breweries will begin now the transaction has been finalised. The acquired breweries will continue to provide and expand contract brewing services to Nigerian Breweries and Consolidated Breweries for the meantime, while continuing to own, brew and support the Goldberg, Williams Dark Ale and Malta Gold brands as well as various smaller regional brands.
The acquisition has been funded from existing resources.
Allotted Share Delivery Instrument
Between 1 January and 11 February 2011, Heineken has bought 710,437 additional Heineken N.V. shares, which are in portfolio pending delivery to FEMSA.
Appendix 11
Glossary
Beia
Before exceptional items and amortisation of brands and customer relations.
Cash conversion ratio
Free operating cash flow/Net profit (beia) before deduction of non-controlling interests.
Depletions
Sales by distributors to the retail trade.
Dividend payout
Proposed dividend as percentage of net profit (beia).
Earnings per share
Basic
Net profit divided by the weighted average number of shares – basic – during the year.
Diluted
Net profit divided by the weighted average number of shares – diluted – during the year.
ASDI
Allotted share delivery instrument (ASDI) representing Heineken"s obligation to deliver shares, either through issuance and or purchasing of its own shares.
EBIT
Earnings before interest and taxes and net finance expenses. EBIT includes Heineken"s share in net profit of associates and joint ventures.
EBITDA
Earnings before interest and taxes and net finance expenses before depreciation and amortisation.
Effective tax rate
Taxable profit adjusted for share of profit of associates and joint ventures, dividend income and impairments of other investments.
Fixed costs
Fixed costs include personnel costs, depreciation and amortisation, repair and maintenance costs and other fixed costs. Exceptional items are excluded from these costs.
Fixed costs ratio
Fixed costs as a percentage of revenue.
Appendix 11 – continued
Free operating cash flow
This represents the total of cash flow from operating activities, and cash flow from operational investing activities.
Gearing
Net debt/total equity.
Net debt
Non-current and current interest-bearing loans and borrowings and bank overdrafts less investments held for trading and cash.
Net debt/EBITDA (beia) ratio
The ratio is based on a twelve month rolling calculation for EBITDA (beia).
Net profit
Profit after deduction of non-controlling interests (profit attributable to equity holders of the Company).
Organic growth
Growth excluding the effect of foreign exchange rate movements, consolidation changes, exceptional items, amortisation of brands and customer relations.
Organic volume growth
Increase in consolidated volume, excluding the effect of the first-time consolidation of acquisitions.
Profit
Total profit of the Group before deduction of non-controlling interest.
®
All brand names mentioned in this report, including those brand names not marked by an ®, represent registered trademarks and are legally protected.
Region
A region is defined as Heineken"s managerial classification of countries into geographical units.
Revenue
Net realised sales proceeds in Euros.
Top-line growth
Growth in net revenue.
Volume
Amstel® volume
The Group beer volume of the Amstel brand.
Consolidated beer volume (excluding Joint Ventures)
100 per cent of beer volume produced and sold by fully consolidated companies excluding the beer volume brewed and sold by joint venture companies.
Group beer volume
The part of the total Group volume that relates to beer.
Appendix 11 – continued
Heineken® volume
The Group beer volume of the Heineken brand.
Heineken® volume in premium segment
The Group beer volume of the Heineken brand in the premium segment (Heineken volume in the Netherlands is excluded).
Total beer volume The Group beer volume in a country.
Total Group volume
100 per cent of beer, soft drinks and other beverages volume produced and sold by fully consolidated companies and joint-venture companies as well as the volume of Heineken"s brands produced and sold under licence by third parties.
Weighted average number of shares
Basic
Weighted average number of issued shares including the weighted average of outstanding ASDI, adjusted for the weighted average of own shares purchased in the year.
Diluted
Weighted average number of issued shares including weighted average of outstanding ASDI.
Disclaimer
This press release contains forward-looking statements with regard to the financial position and results of Heineken"s activities. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Heineken"s ability to control or estimate precisely, such as future market and economic conditions, the behaviour of other market participants, changes in consumer preferences, the ability to successfully integrate acquired businesses and achieve anticipated synergies, costs of raw materials, interest-rate and exchange-rate fluctuations, changes in tax rates, changes in law, pension costs, the actions of government regulators and weather conditions. These and other risk factors are detailed in Heineken"s publicly filed annual reports. You are cautioned not to place undue reliance on these forward-looking statements, which are only relevant as of the date of this press release. Heineken does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of these statements. Market share estimates contained in this press release are based on outside sources, such as specialised research institutes, in combination with management estimates.