Heineken N.V. reports full year 2013 results

Continued progress against our strategic priorities in a challenging year

Amsterdam, 12 February 2014 – Heineken N.V. today announced:

Group revenue grew 1.3%; 0.1% higher organically, with group revenue per hl up 2.7%
Improved second half performance with group revenue and group operating profit (beia), on an organic basis, up 0.8% and 1.5%, respectively
Heineken® premium volume declined 1.8%, including an impact from destocking in France and the U.S; continued clear leadership in the international premium segment
Group operating profit (beia) increased 2.8% and grew 0.6% organically; group operating margin expansion of 20 basis points
Strong performance of APB¹ with pro-forma organic operating profit (beia) up 14%
€300 million of pre-tax TCM2 cost savings delivered in 2013
Net profit (beia) of €1,585 million, 2% lower on an organic basis; reported net profit of €1,364 million; 2012 reported net profit included a €1,486 million revaluation gain related to the acquisition of APB
Diluted EPS (beia) of €2.75 (2012: €2.89) includes a 10 cent negative impact from revised IAS19 and foreign currency translational movements
Proposed total 2013 dividend of €0.89 per share, unchanged versus 2012

CEO STATEMENT

Jean-François van Boxmeer, Chairman of the Executive Board & CEO, commented:

"2013 was a challenging year as slower economic growth in a number of key markets and adverse regulatory developments impacted performance. However, we increased investments in our premium brand portfolio and innovation. This helped to drive higher revenue per hectolitre and market share gains in a number of important markets. Our volume performance improved in the second half of the year in Western Europe and Africa Middle East. TCM2 generated €300 million of cost savings, driving higher operating margins. Whilst the performance of developing markets was not as strong as expected, they now account for nearly half of group revenues and remain strong platforms for long-term growth. We will continue to invest in and focus on the execution of our strategic priorities to drive future growth."

FINANCIAL SUMMARY

Key financials2 (in mhl or € million unless otherwise stated)	FY13	FY12	Total growth %	Organic growth %
Group revenue	21,255	20,984	1.3	0.1
Group revenue/ hl (in €)	92	90	2.3	2.7
Group operating profit (beia)	3,192	3,106	2.8	0.6
Group operating profit (beia) margin	15.0%	14.8%	+20bps
Consolidated revenue	19,203	18,383	4.5	-0.9
Consolidated operating profit (beia)	2,941	2,666	10	-0.7
Net profit (beia)	1,585	1,661	-4.6	-2.0
Net profit	1,364	2,914	-53
Diluted EPS (beia) (in €)	2.75	2.89	-4.8
Free operating cash flow	1,518	1,484	2.3
Net debt/ EBITDA (beia)3	2.6x	2.8x

¹ Asia Pacific Breweries and Asia Pacific Investment Pte Ltd

²Refer to the Definitions and Glossary sections for an explanation of non-IFRS measures and other terms used throughout this report; 2012 financials restated for the impact of revised IAS19

³ Includes acquisitions and excludes disposals on a 12 month pro-forma basis

OUTLOOK 2014 (Based on consolidated reporting)

In 2014, HEINEKEN expects a gradual recovery in the global economy to underpin improved trading conditions in several of its key markets. This, together with a continued focus on effectively executing against our strategic priorities – Drive Heineken® brand outperformance in the premium segment, invest in brands and innovation for growth, leverage global scale to drive cost efficiencies, capture opportunities in developing markets, drive personal leadership and further embed sustainability across the business – is expected to drive an improved business performance in 2014, and support sustainable revenue and profit growth.

Improved revenue growth: HEINEKEN expects volume growth in developing markets in Africa Middle East, Asia Pacific and Latin America and lower consumption in Europe. This is expected to lead to an improved organic volume performance trend versus 2013. In addition, revenue management initiatives are again expected to drive higher revenue per hectolitre, albeit at a more modest level compared with 2013. Overall, this is expected to result in organic revenue growth in 2014. Emerging markets currencies remain volatile however, and based on current spot rates, this is expected to have an adverse impact on reported revenues.

HEINEKEN plans a slight increase in marketing & selling (beia) spend as a percentage of revenue in 2014 (2013: 12.6%). This primarily reflects higher planned commercial investments in Europe, where HEINEKEN is focused on further premium brand development, ongoing innovation and driving excellence in sales execution.

Driving margin expansion: HEINEKEN is committed to delivering a gradual and sustainable improvement in operating profit (beia) margin in the medium term. This will be supported by continued tight cost management, effective revenue management and the anticipated faster growth of higher margin developing markets.

HEINEKEN expects to realise its targeted TCM2 savings of €625 million covering 2012-2014 during the year. An intensified focus on driving cost efficiencies is expected to result in new restructuring opportunities across the Company. In particular, HEINEKEN plans to further leverage the Global Business Services organisation to accelerate efficiency benefits in Europe by expanding the scope of activities within the HEINEKEN Global Shared Services centre.

As a result of ongoing productivity initiatives, HEINEKEN expects an organic decline in the total number of employees in 2014. HEINEKEN expects input cost prices to be stable to slightly lower in 2014 (excluding a foreign currency transactional effect).

Foreign currency movements: Exchange rate movements will adversely impact revenues and profits in 2014. Assuming spot rates as of 10 February 2014, the calculated negative currency translational impact on consolidated operating profit (beia) will be approximately €115 million. At net profit (beia), this effect will be around €75 million.

Improving financial flexibility: HEINEKEN will maintain its focus on cash flow generation and disciplined working capital management. The Company remains committed to achieving its long-term target net debt/ EBITDA (beia) ratio of below 2.5 by the end of 2014. In 2014, capital expenditure related to property, plant and equipment is forecasted to be approximately €1.5 billion (2013: €1.4 billion). This increase primarily reflects investments in additional brewing capacity and commercial assets to support the anticipated growth in developing markets. Consequently, HEINEKEN expects a cash conversion ratio of below 100% in 2014 (2013: 84%).

Interest rate: HEINEKEN forecasts an average interest rate of around 4.1% (2013: 4.4%) reflecting lower average coupons on outstanding bonds.

Effective tax rate: HEINEKEN expects the effective tax rate (beia) for 2014 to be in the range of 28% to 30% (2013: 28.7%), broadly in line with 2013.

GROUP OPERATIONAL REVIEW

In 2013, despite challenging beer market conditions in several key markets, HEINEKEN continued to invest in its premium brand portfolio and strengthening its market positions. This was supported by higher commercial investments to enhance brand equity and drive effective execution in the marketplace. This led to market share gains in the key markets of Mexico, Vietnam, Russia, France and the U.S. The Company added new capacity in the higher growth markets of Asia Pacific, Americas and Africa Middle East to fully capitalise on current and future growth opportunities in these regions. APB continued its strong growth momentum and was successfully integrated within the HEINEKEN Asia Pacific region. HEINEKEN's continued focus on revenue management and disciplined cost management drove higher revenue per hectolitre and operating margin expansion.

Organically, group revenue grew 0.1%, with lower volume offset by higher pricing and positive sales mix, driving a 2.7% increase in group revenue per hectolitre. Organically, group beer volume was 2.7% lower, as a fragile economic environment, higher excise duties and other adverse regulatory developments led to reduced consumer spending in Europe. In addition, slower economic growth and social unrest impeded volume development in key developing markets. In the second half of the year, group revenue grew 0.8% organically, reflecting improved trading conditions in Western Europe and several key markets in the Americas and Africa Middle East regions.

Group operating profit (beia) grew 0.6%, on an organic basis, as the benefit of higher revenue and TCM2 cost savings was partly offset by higher marketing and selling expense and input costs. Group operating profit (beia) in developing markets grew around 3% organically, reflecting strong profit contributions from Mexico, Nigeria and APB markets, partly offset by lower profitability in a number of key markets in Central and Eastern Europe. Group operating profit (beia) margins expanded by 20 basis points to 15.0% which includes a positive impact from full consolidation of the higher margin APB business.

Heineken® (in mhl or %)	4Q13	Organic growth %	FY13	Organic growth %
Heineken® in premium segment	7.2	-3.1	28.1	-1.8
Africa Middle East	1.0	-4.7	3.5	0.8
Americas	2.2	-2.0	8.5	-2.1
Asia Pacific	1.7	-0.3	6.1	0.5
Central & Eastern Europe	0.5	6.1	2.4	0.6
Western Europe	1.7	-8.5	7.6	-5.1

Heineken® volume in the international premium segment declined by 1.8% in 2013 against strong prior year comparable growth of 5.3%. This performance reflects lower volume in the key markets of U.S, Vietnam and France, with the latter being largely impacted by the effect of destocking following a significant excise duty increase in January 2013. Heineken® had a solid brand performance in Nigeria, South Africa, Russia, Chile, Mexico, Brazil, China, South Korea, Austria and Germany. In China, Heineken® achieved an important milestone, with brand volume surpassing 1 million hectolitres. In France, the Heineken® brand achieved volume share leadership in the beer category for the first time. Heineken® continues to maintain clear leadership in the international premium segment with 20% category share, supported by the success of the 'Open Your World' global campaign.

Volume of Strongbow, our leading cider brand, declined by 2% reflecting lower volume in the UK and South Africa, partly offset by solid brand growth in the U.S. and the Caribbean. During the year, Strongbow was introduced in Mexico, whilst a range of flavour extensions for the Strongbow and Bulmers brands were successfully launched in the UK. Volume of Desperados, our high margin tequila-flavoured beer, grew by 2% following a strong brand performance in the UK, Belgium, Germany and the Caribbean, partly offset by lower volume in France and Poland. Desperados was also launched in a further 4 markets, with the brand now available in over 60 markets.

In 2013, HEINEKEN leveraged its increased scale to support the roll out of global and local brand innovations across multiple markets. This drove an innovation rate of 5.9% (compared with 5.3% in 2012), contributing €1.1 billion of revenues in 2013. 'Radler' beers were launched in 19 markets with the product now available in 31 markets across all 5 regions. THE SUB®, a new draught beer appliance, was unveiled to exploit the fast growing at-home draught beer market and will be rolled out across a number of markets in 2014.

TCM2 Cost Savings (pre-tax) (in € million)	FY13	% of total savings	Cumulative (since 2012)	% of total savings
HEINEKEN	300	100	496	100
Africa Middle East	58	19	79	16
Americas	69	23	97	20
Asia Pacific	16	5	16	3
Central & Eastern Europe	47	16	96	19
Western Europe	68	23	140	28
Head Office	43	14	68	14

TCM2 delivered €300 million of pre-tax cost savings in 2013. Supply chain and commerce contributed 71% and 9% of realised cost savings, respectively. Reduced fixed costs represent approximately 60% of total cost savings primarily related to supply chain, commerce and global support functions.

As previously announced, HEINEKEN is intensifying efforts to drive operational efficiencies in Europe through rightsizing and other restructuring activities. In the fourth quarter of 2013, restructuring initiatives were implemented in France, Greece and the UK, resulting in pre-tax exceptional costs of €99 million (of which €61 million is cash related) in 2013. This was above the previously communicated estimated exceptional costs of €70 million, mainly due to the earlier implementation of planned restructuring activities in Greece.

The GBS organisation remains a key enabler of TCM2 cost savings. HEINEKEN Global Procurement (HGP) continues to drive considerable cost benefits facilitated by the central negotiation and purchasing of both product and non-product related spend areas. In addition, 14 of the 24 operating companies in Europe have now successfully transitioned financial transactional services to the HEINEKEN Global Shared Services (HGSS) centre in Poland, with plans for the remaining operating companies to transition these activities by the end of 2014. HEINEKEN plans to further leverage the scalability of GBS by expanding the scope of activities carried out by HGSS. This primarily comprises processes related to purchasing, order fulfilment and standard reporting activities of operating companies. All operating companies in Europe will have transitioned these new activities to HGSS by the end of 2015. In 2013, upfront costs related to the set-up of the GBS organisation were €67 million (including €51 million recognised as an operational expense and €16 million of capitalised IT infrastructure costs). This brings the cumulative amount of upfront GBS costs as at the end of 2013 to €169 million, of which €133 million has been recognised as an operating expense and €36 million capitalised.

From 2014, the planned migration of additional processes and activities from operating companies to HGSS is expected to give rise to restructuring activities. The related costs will be recognised as an exceptional item and not as a recurring operating expense.

TOTAL DIVIDEND FOR 2013

The Heineken N.V. dividend policy is to pay out a ratio of 30% to 35% of full-year net profit (beia). The payment of a total cash dividend of €0.89 per share of €1.60 nominal value for 2013 (total dividend 2012: €0.89) will be proposed to the annual meeting of shareholders. If approved, a final dividend of €0.53 per share will be paid on 8 May 2014, as an interim dividend of €0.36 per share was paid on 3 September 2013. The payment will be subject to a 15% Dutch withholding tax. The ex-final dividend date for Heineken N.V. shares will be 28 April 2014.

DEFINITIONS

Organic growth excludes the effect of foreign currency translational effects, consolidation changes, exceptional items and amortisation of acquisition-related intangibles. Beia refers to financials before exceptional items and amortisation of acquisition-related intangible assets. Group figures are consolidated figures plus attributable share of figures from joint ventures and associates. Organic growth calculations assume HEINEKEN's joint venture share of 41.9% of APB prior to consolidation is maintained through to 15 November 2013. Organic growth of consolidated volume, consolidated revenue and consolidated operating profit (beia) only includes an impact from APB from 16 November to 31 December 2013. Organic growth calculations are adjusted for the previous 3-month delay reported by APB, without a restatement to 2012. Comparative 2012 financials have been adjusted for the impact of revised IAS19. In 2013, the first time impact of revised IAS19 on operating profit (beia), EBIT (beia), net profit (beia) and EPS (beia) is treated as a non-organic item.

ENQUIRIES

John Clarke George Toulantas Head of External Communication Director of Investor Relations Christine van Waveren Sonya Ghobrial/ Aarti Narain Financial Communications Manager Investor Relations Manager(s) E-mail: [email protected] E-mail: [email protected] Tel: +31-20-5239355 Tel: +31-20-5239590

HEINEKEN INVESTOR CALENDAR

What's Brewing Seminar, Asia Pacific, London 21 March 2014 Trading update for Q1 2014 24 April 2014 Annual General Meeting of Shareholders (AGM) 24 April 2014 What's Brewing Seminar, London 19 June 2014 Half Year 2014 Results 20 August 2014 Trading update for Q3 2014 22 October 2014 What's Brewing Seminar, London 19 November 2014

Media Investors

21 March 2014
24 April 2014
24 April 2014
19 June 2014
20 August 2014
22 October 2014
19 November 2014

CONFERENCE CALL DETAILS

HEINEKEN will host an analyst and investor conference call in relation to its full year 2013 results today at 10:00 CET/ 9:00 GMT. The call will be audio cast live via the Company's website: www.theheinekencompany.com/investors/webcasts. An audio replay service will also be made available after the conference call at the above web address.

Analysts and investors can dial-in using the following telephone numbers:

Local line: +31(0)20 716 8296 Local line: +44(0)20 3427 1904

Netherlands United Kingdom

National free phone: 0800 020 2577 National free phone: 0800 279 4977

United States

Local line: +1212 444 0895 National free phone: 1877 280 2342

Participation/ confirmation code for all countries: 3999957

Editorial information:

HEINEKEN is a proud, independent global brewer committed to surprise and excite consumers with its brands and products everywhere. 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. HEINEKEN wants to win in all markets with Heineken® and with a full brand portfolio in markets of choice. The Company is present in over 70 countries and operates more than 165 breweries. 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 250 international premium, regional, local and specialty beers and ciders. These include Heineken®, Amstel, Anchor, Biere Larue, Bintang, Birra Moretti, Cruzcampo, Desperados, Dos Equis, Foster's, Newcastle Brown Ale, Ochota, Primus, Sagres, Sol, Star, Strongbow, Tecate, Tiger and Zywiec. Our leading joint venture brands include Cristal and Kingfisher. The number of people employed is over 85,000. Heineken N.V. and Heineken Holding N.V. shares are listed on the NYSE Euronext in Amsterdam. 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. HEINEKEN has two sponsored level 1 American Depositary Receipt (ADR) programmes: Heineken N.V. (OTCQX: HEINY) and Heineken Holding N.V. (OTCQX: HKHHY). Most recent information is available on HEINEKEN's website: www.theHEINEKENcompany.com.

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 release publicly 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.

REGIONAL REVIEW

Revenue		Consolidated			Group
(in € million)	FY13	FY12	Total growth %	Organic growth %	FY13	FY12	Organic growth %
Heineken N.V.	19,203	18.383	4.5	-0.9	21,255	20,984	0.1
Africa Middle East	2,554	2,639	-3.2	1.5	3,072	3,187
Americas	4,495	4,523	-0.6	1.7	5,315	5,249
Asia Pacific	2,037	527	>100	5.3	2,394	1,493
Central & Eastern Europe	3,097	3,280	-5.6	-2.1	3,453	3,640
Western Europe	7,456	7,785	-4.2	-2.2	7,456	7,785
Head Office & Eliminations	-436	-370	-18	-20	-436	-370

Operating profit (beia)		Consolidated			Group
(in € million)	FY13	FY12	Total growth %	Organic growth %	FY13	FY12	Organic growth %
Heineken N.V.	2,941	2,666	10	-0.7	3,192	3,106	0.6
Africa Middle East	607	618	-1.8	2.7	665	666
Americas	719	678	6.1	5.3	837	804
Asia Pacific	536	156	>100	3.4	580	393
Central & Eastern Europe	290	333	-13	-13	321	363
Western Europe	853	947	-9.9	-4.7	853	947
Head Office & Eliminations	-64	-65	1.5	18	-64	-65

Group beer volumes (in mhl)	4Q13	4Q12	Total growth %	Organic growth %	FY13	FY124	Total growth %	Organic growth %
Heineken N.V.	48.5	48.5	0.0	-1.5	195.2	196.6	-0.7	-2.7
Africa Middle East	7.8	7.6	2.6	2.7	27.4	27.5	-0.4	-0.3
Americas	14.7	15.3	-3.9	-1.9	54.9	56.9	-3.5	-2.0
Asia Pacific	6.3	4.9	29	4.3	22.7	16.9	34	4.2
Central & Eastern Europe	10.0	10.6	-5.7	-5.4	48.0	51.0	-5.9	-6.0
Western Europe	9.7	10.2	-4.9	-2.8	42.2	44.3	-4.7	-4.1

Developing markets5	FY13
(in mhl or € million unless otherwise stated)	Group beer volume	Group revenue	Group operating profit (beia)6
Developing markets in:	120.2	10,328	1,850
Africa Middle East	24.5	2,666
Americas	44.1	3,831
Asia Pacific	19.8	1,804
Central & Eastern Europe	31.7	1,864
% of Group	62%	49%	57%
Organic growth %	-3.2%	2.3%	2.9%

⁴ Volume of attributable share of joint ventures & associates in Africa Middle East has been corrected versus release on 6 August 2013 5 Reflects an updated developing market classification compared with the earnings release dated 21 August 2013

⁶ Head office & eliminations excluded from '% of Group' calculation

Africa Middle East

Key Financials	Consolidated				Group
(in mhl or € million unless otherwise stated)	FY13	FY12	Total growth %	Organic growth %	FY13	FY127	Total growth %	Organic growth %
Revenue	2,554	2,639	-3.2	1.5	3,072	3,187	-3.6
Revenue/ hl (in €)	87	87	-0.3	4.6	87	88	-1.2
Operating profit (beia)	607	618	-1.8	2.7	665	666	-0.1
Operating profit (beia) margin	23.8%	23.4%	+40bps		21.7%	20.8%	+90bps
Total volume	29.4	30.3	-3.0	-3.0	35.3	36.2	-2.5	-2.5
Beer volume	23.3	23.3	0.0	0.0	27.4	27.5	-0.4	-0.3
Licensed & non-beer volume	6.0	6.9	-13	-13	7.6	8.4	-9.5	-9.7

Consolidated revenue grew 1.5% organically with solid revenue per hectolitre growth of 4.6%, partly offset by lower volume. Consolidated operating profit (beia) grew by 2.7% organically, led by higher profit in Nigeria and Egypt, with profit lower in Tunisia, Rwanda and the Democratic Republic of Congo (DRC). Depreciation of the Egyptian pound and Nigerian naira versus the euro reporting currency reduced both consolidated revenue and operating profit (beia). Consolidated operating profit (beia) margins expanded by 40 basis points reflecting the benefit of higher pricing, improved sales mix and operational cost efficiencies.

Group beer volume was slightly below the prior year, on an organic basis, as lower volumes in Algeria, Tunisia, Rwanda, South Africa and the DRC were partly offset by higher volume in Nigeria, Ethiopia, Burundi and Egypt. In the fourth quarter, an improved volume performance in the key markets of Nigeria, Republic of Congo and the DRC drove group beer volume growth of 2%.

A decline in non-beer volume reflects the planned discontinuation of certain SKU's in the soft drink and water categories in Egypt and Tunisia, respectively, in line with the focus on driving value growth.

The beer market in Nigeria in 2013 was impacted by a moderation in economic growth and pressure on household incomes. Against this backdrop, volume in Nigeria grew in the lowsingle digits reflecting growth of the lower-end lager and malt segments, whilst Heineken® benefited from targeted brand activation. Higher profitability was supported by increased pricing and realised cost savings.

Total volume in Egypt declined slightly as performance in the second half of the year was adversely impacted by renewed social unrest and consequently lower tourism.

Volume of the Brandhouse joint venture in South Africa declined in the low-single digits in a beer market adversely impacted by challenging economic conditions and lower consumer spending. Within the premium beer portfolio, growth of the Heineken® brand was offset by lower volume of Amstel and Windhoek.

Volume in the DRC declined in the high-single digits, reflecting the impact of a substantial excise beer increase at the end of 2012 and ongoing civil unrest in the country.

⁷ Volume of attributable share of joint ventures & associates in Africa Middle East has been corrected from the release dated 6 August 2013

Americas

Key Financials	Consolidated				Group
(in mhl or € million unless otherwise stated)	FY13	FY12	Total growth %	Organic growth %	FY13	FY12	Total growth %	Organic growth %
Revenue	4,495	4,523	-0.6	1.7	5,315	5,249	1.3
Revenue/ hl (in €)	86	83	2.8	3.6	88	86	2.8
Operating profit (beia)	719	678	6.1	5.3	837	804	4.1
Operating profit (beia) margin	16.0%	15.0%	+100bps		15.7%	15.3%	+40bps
Total volume	52.5	54.3	-3.3	-1.8	60.1	61.0	-1.5	-0.9
Beer volume	51.2	53.1	-3.6	-2.1	54.9	56.9	-3.5	-2.0
Licensed & non-beer volume	1.2	1.1	9.1	9.1	5.1	4.0	26	14

Consolidated revenue grew 1.7% organically, driven by effective revenue growth management initiatives and a focus on premium brand development across the region. Consolidated operating profit (beia) grew 5.3% organically, driven by double digit profit growth in Mexico. This contributed to a 100 basis point increase in consolidated operating profit (beia) margin for the region. The hedging of U.S. dollar cash inflows related to the U.S. export operations contributed to a favourable currency impact.

Group beer volume declined by 2.0% organically, primarily reflecting beer market weakness in Brazil, Mexico and the U.S. This was only partially offset by volume growth in Haiti, Chile, Canada and the Caribbean.

In Mexico, a moderation in economic growth and hurricane weather in September impacted consumer spending. Whilst this led to a slight volume decline, the effectiveness of brand investments and strong sales execution supported market share gains and growth of the Heineken®, Tecate Light and Dos Equis brands. Higher pricing, improved sales mix and ongoing cost efficiencies all contributed to strong profit growth and over 200 basis points of operating margin expansion.

In Brazil, group beer volume declined in the mid-single digits in a market adversely impacted by inflationary pressures, slower economic growth and periods of social unrest. Lower sales of the mainstream brand portfolio were only partly offset by continued growth of Heineken® as we continue to invest in development of the international premium segment. Kaiser Radler was launched in the second half of the year with encouraging results.

In the U.S, slow economic growth and unfavourable weather in the first half of the year led to a low-single digit decline of the beer market. Sales to retailers declined by 0.6%, outperforming the total beer market and driving continued share gains in the country. Sales to wholesalers were 1.5% lower, partly reflecting stock build of the new Heineken® bottle at the end of 2012. Continued double-digit growth of the Dos Equis and Tecate Light brands was offset by lower Heineken® brand volume. Innovation volume accelerated driven by strong growth of Strongbow cider, reaffirming our strategy to develop a leading premium brand portfolio in the U.S.

Asia Pacific

Key Financials	Consolidated				Group
(in mhl or € million unless otherwise stated)	FY13	FY12	Total growth %	Organic growth %	FY13	FY12	Total growth %	Organic growth %
Revenue	2,037	527	>100	5.3	2,394	1,493	60
Revenue/ hl (in €)	113	125	-9.8	2.8	102	86	19
Operating profit (beia)	536	156	>100	3.4	580	393	48
Operating profit (beia) margin	26.3%	29.7%	-340bps		24.2%	26.3%	-210bps
Total volume	18.0	4.2	>100	2.4	23.4	17.4	34	3.9
Beer volume	17.3	3.7	>100	3.2	22.7	16.9	34	4.2

Group and consolidated volume and financials for 2013 include the full consolidation of APB, acquired on 15 November 2012. The organic growth calculation for consolidated volume and financials reflects performance in export markets and a contribution from APB for the six weeks ended 31 December 2013.

APB maintained its strong underlying growth momentum, with pro forma volumes increasing 7 % and operating profit (beia) growing 14% in 2013.

Group beer volume grew organically by 4.2%, reflecting solid performances of APB markets including Vietnam, Indonesia, Malaysia and Mongolia. Heineken® grew strongly in Singapore, New Zealand and China, with brand volume in the latter surpassing one million hectolitres for the first time. The Tiger brand grew 30% with gains across nearly all markets and particularly strong performances in Vietnam, Malaysia and China.

Volume in Vietnam increased by double digits, resulting in market share gains in the country. This was mainly driven by the accelerated growth of the Tiger brand and the mainstream brands of Biere Larue and Anchor, partly offset by lower Heineken® volume.

Volume in Indonesia increased in the mid-single digits, driven by the Bintang brand.

Volume in China grew in the low-single digits with continued strong growth of the Tiger and Heineken® brands in the international premium segment partly offset by lower volume of the mainstream Anchor brand.

Volume in India was in line with the prior year, with improved growth momentum towards the end of the year offsetting the negative impact from an earlier start to the monsoon season and regulatory changes in Tamil Nadu.

In key export markets, Heineken® volume grew strongly in South Korea and was slightly lower in Taiwan, with sustained brand investment and innovation supporting share gains in both markets.

Central & Eastern Europe

Key Financials	Consolidated				Group
(in mhl or € million unless otherwise stated)	FY13	FY12	Total growth %	Organic growth %	FY13	FY12	Total growth %	Organic growth %
Revenue	3,097	3,280	-5.6	-2.1	3,453	3,640	-5.1
Revenue/ hl (in €)	66	66	-	4.0	66	67	1.5
Operating profit (beia)	290	333	-13	-13	321	363	-12
Operating profit (beia) margin	9.4%	10.1%	-70bps		9.3%	10.0%	-70bps
Total volume	46.6	49.9	-6.6	-5.8	51.4	54.8	-6.2	-5.4
Beer volume	44.3	47.3	-6.3	-6.4	48.0	51.0	-5.9	-6.0

Higher revenue per hectolitre growth of 4% was offset by lower volume, resulting in an organic consolidated revenue decline of 2.1%. Consolidated operating profit (beia) declined by 13% organically, primarily reflecting lower profitability in Russia, Poland and Romania.

Group beer volume declined 6.0% organically, as higher volume in Austria, Hungary, Germany and Serbia was more than offset by lower volume in Russia, Poland, Slovakia, Greece and Romania. HEINEKEN's value growth strategy in the region is focused on improving revenue per hectolitre with a strong innovation pipeline and outlet execution. This drove positive revenue per hectolitre growth and supported value market share development in the region in 2013.

In Russia the impact of excise increases and other adverse regulatory changes continues to limit the beer industry's commercial freedom in the country and has resulted in deterioration in HEINEKEN's medium-term outlook for the Russian beer market against earlier expectations. Consequently, an impairment of €102 million before tax has been recognised in 2013. Volume in Russia declined markedly with lower volume of mainstream and economy brands only partly offset by strong Heineken® brand growth. Overall sales mix and revenue per hectolitre improved in line with the region's value growth strategy and we continued to strengthen our volume and value share.

Volume in Poland declined in the mid-single digits, in line with an overall beer market adversely impacted by weak economic growth and high unemployment. Profitability was lower, as the effect of negative operational leverage and adverse channel mix was only partly offset by cost efficiency improvements.

The beer market in Romania was adversely impacted by unfavourable weather, a weak consumer environment and increased price promotion by competition. This led to lower volume and profitability, whilst value share increased slightly.

In Greece, the challenging socio-economic conditions resulted in a mid-single digit domestic volume decline. Lower Heineken® and Amstel brand volume was partially offset by strong growth of the Alfa brand as the economy segment continued to grow. In the fourth quarter of 2013, restructuring was announced across the supply chain function, which is expected to drive productivity improvements in the immediate future. In addition, plans to create an innovation centre in Athens were announced, that will support new product development and drive positive engagement with consumers.

Volume in Austria grew slightly, outperforming a market adversely impacted by severe flooding in June. This performance was led by higher volume for the Gösser brand and double-digit growth of Heineken®.

Western Europe

Key Financials	Consolidated				Group
(in mhl or € million unless	FY13	FY12	Total	Organic	FY13	FY12	Total	Organic
otherwise stated)			growth %	growth %			growth %	growth %

Revenue	7,456	7,785	-4.2	-2.2	7,456	7,785	-4.2
Revenue/ hl (in €)	124	123	0.8	1.6	124	123	0.8
Operating profit (beia)	853	947	-9.9	-4.7	853	947	-9.9
Operating profit (beia) margin	11.4%	12.1%	-70bps		11.4%	12.1%	-70bps
Total volume	60.0	63.2	-5.1	-3.8	60.0	63.2	-5.1	-3.8
Beer volume	42.2	44.3	-4.7	-4.1	42.2	44.3	-4.7	-4.1
Licensed & non-beer volume	10.3	10.6	-2.8	0.5	10.3	10.6	-2.8	0.4
Third party products volume	7.5	8.3	-9.6	-7.9	7.5	8.3	-9.6	-7.9

Higher revenue per hectolitre growth of 1.6% was offset by lower volumes, leading to consolidated revenue declining by 2.2%, on an organic basis. This has impacted consolidated operating profit (beia) organic performance for the full year. In the second half of the year, we witnessed an improved organic profit trend, supported by a slight revenue growth and the benefit of accelerated cost savings. The divestment of Hartwall in Finland and impact of higher pension costs in the Netherlands and the UK (following the introduction of revised accounting standard IAS19) are reported as consolidated changes.

Group beer volume declined by 4.1% organically as higher excise duties and other government austerity measures continued to impact consumer spending. The impact of excise-related destocking in France reduced organic group beer volume by 0.5% in 2013. Overall the region delivered a significantly improved performance in the second half of the year with stable volume development supported by a return to normalised weather conditions, a higher rate of innovation and effective commercial programmes. This contributed to improved market share performances across key markets.

The UK beer market was impacted by a fragile economic environment, contributing to a lowsingle digit beer volume decline. Despite this, Foster's made further gains in the higher value segment following strong growth of Foster's Gold and the successful launch of Foster's Radler. We strengthened our position in the cider category, with Bulmers becoming the number one 'over-ice draught' cider and the introduction of Strongbow Dark Fruit and Bulmers Bold Black Cherry. In addition, strong growth of the Desperados, Sol and Tiger brands and stable volume development for Heineken® supported growth of the premium brand portfolio. The benefit of productivity and other cost saving initiatives contributed to strong profit growth.

Volume in France declined in the low-double digits, reflecting the impact of destocking from a 160% excise duty increase in January 2013. Excluding the effect of destocking, volume declined by 7%. HEINEKEN France gained market share, consolidating its volume leadership in the country. The benefit of sustained marketing investments resulted in the Heineken® brand becoming the number one beer brand in both volume and value terms.

Volume in Spain declined in the low-single digits. Successful innovation and the effectiveness of marketing and sales programmes led to an improved volume performance and market share gains in the second half of the year. Cruzcampo Radler was successfully launched in December.

Volume in the Netherlands declined in the low-single digits reflecting the impact of a challenging economic environment and a 10% excise beer duty increase in January 2013. Amstel Radler, Jillz Cider Red Lime and Desperados flavour variants were also successfully launched during the year. In addition, the Company completed the transition to the iconic green bottle for the Heineken® brand in its home market.

Head office costs, other items and eliminations

Key Financials		Consolidated		Group
(in mhl or € million unless otherwise stated)	FY13	FY12	Total growth %	Organic growth %	FY13	FY12	Total growth %
Revenue	-436	-370	-18	-20	-436	-370	-18
Operating profit (beia)	-64	-65	1.5	18	-64	-65	1.5

Consolidated operating profit (beia) grew by 18% organically, due primarily to lower net central costs related to HEINEKEN Global Procurement and the HEINEKEN Global Shared Services centre.

CONSOLIDATED FINANCIAL REVIEW

Key figures	Consolidated
(in mhl or € million unless otherwise stated)	8 FY12	Currency translation	Consolidation impact	Organic growth	FY13	Organic growth %
Revenue	18,383	-389	1,377	-168	19,203	-0.9
Total expenses (beia)	-15,717	350	-1,044	149	-16,262	1.0
Operating profit (beia)	2,666	-39	333	-19	2,941	-0.7
Share of net profit of assoc./ JVs (beia)	252	-6	-117	21	150	8.4
EBIT (beia)	2,918	-45	216	2	3,091	0.1
Net interest income/(expenses) (beia)	-489	6	-80	31	-532	6.3
Other net finance income/(expenses) (beia)	-38	4	-6	-32	-72	-86
Income tax expense (beia)	-569	10	-87	-25	-671	-4.4
Minority interests	-161	5	-66	-9	-231	-5.8
Net profit (beia)	1,661	-20	-23	-33	1,585	-2.0
Eia	1,253				-221
Net profit	2,914				1,364
Total consolidated volume	202.0		11.7	-7.1	206.6	-3.5
Beer volume	171.7		12.4	-5.8	178.3	-3.4
Licensed & non-beer volume	20.5		-0.9	-0.7	18.9	-3.3
Third party products volume	9.8		0.2	-0.6	9.4	-6.3

⁸ 2012 financials have been restated for the impact of revised IAS19

Changes in consolidation

The main items included as consolidation changes are:

The acquisition of a controlling stake in APB, consolidated from 15 November 2012
The acquisition of Efes Breweries International's 28% stake in Central Europe Beverages, Serbia, now a wholly owned subsidiary, on 27 December 2012 and disposal of a 28% stake in Efes Kazakhstan, on 8 January 2013
The divestment of Pago International, a wholly owned subsidiary, on 15 February 2013
The implementation of revised accounting standard IAS19, from 1 January 2013
The divestment of Oy Hartwall Ab in Finland on 23 August 2013

Revenue

Revenue grew 4.5% to €19,203 million, including a positive net consolidation impact of 7.5% (+€1,377 million) and unfavourable foreign currency translational effect of 2.1% (-€389 million), largely driven by depreciation of the British pound, Egyptian pound, Nigerian naira, Brazilian real and the Russian rouble versus our euro reporting currency. An organic revenue decrease of 0.9% is made up of a total consolidated volume decline of 3.5%, partly offset by a 2.6% increase in revenue per hectolitre (net of a positive country mix effect of 0.6%).

Total expenses (beia)

Total expenses (beia) were €16,262 million, up 1% on an organic basis. Input costs decreased organically by 1% to €4,262 million and increased by 2% on a per hectolitre basis. Energy and water costs declined by 2.9% organically. Marketing and selling expenses (beia) increased organically by 1.2% to €2,418 million, representing 12.6% of revenues (2012: 12.2%).

Operating profit (beia)

Operating profit (beia) grew by 10% to €2,941 million, including a positive net consolidation impact of 12.5% (+€333 million) and unfavourable foreign currency translational effect of 1.5% (€39 million). On an organic basis, operating profit (beia) declined by 0.7% as lower revenue was only partially offset by reduced input costs and the benefit of realised cost savings.

Share of net profit of associates and joint ventures (beia)

Share of net profit of associates and joint ventures (beia) decreased from €252 million to €150 million mainly reflecting the full consolidation of APB (HEINEKEN reported its share of net profit from its previously held equity interest in APB prior to consolidation). On an organic basis, share of net profit of associates and joint ventures (beia) increased by 8.4%, primarily reflecting higher profit of Asia Pacific Breweries (from 1 January to 15 November 2013) and our joint venture in Chile, Compania Cervecerias Unidas. This was only partly offset by lower profitability of United Breweries Limited, our Indian joint venture business.

Net finance expenses (beia)

Net interest expenses (beia) increased by €43 million, reflecting higher interest expenses related to financing raised for the acquisition of APB. On an organic basis, net interest expenses declined by €31 million. The average interest rate in 2013 was 4.4%, compared with 5.4% in 2012.

Other net finance expenses (beia) amounted to €72 million, primarily due to the interest expense on the net pension liability being presented in other net finance income/(expenses) from 1 January 2013. On an organic basis, other net finance expenses increased by €32 million, due to the impact of adverse foreign currency transactional movements and lower dividends received.

Income tax expense (beia)

The effective tax rate (beia) was 28.7% (2012: 26.6%). The higher effective tax rate (beia) can be primarily explained by the full consolidation of APB which is subject to a higher effective tax rate and the result of favourable outcomes with tax authorities included in 2012.

Net profit and net profit (beia)

Net profit declined by €1,550 million to €1,364 million. This includes net exceptional items and amortisation costs of €221 million, compared with a net exceptional items and amortisation gain of €1,253 million in 2012, which included an exceptional gain of €1,486 million related to the revaluation of HEINEKEN's previously held equity interest in APB. Further details on exceptional items and amortisation are provided in Appendix 12 'Non-GAAP Measures'.

Net profit (beia) declined by €76 million to €1,585 million. The combined impact of unfavourable currency translational movements and consolidation changes (excluding the impact of revised IAS19) decreased net profit (beia) by €3 million. The introduction of revised IAS19 is recognised as a consolidation impact and reduced net profit (beia) by €40 million. On an organic basis, net profit (beia) declined by 2%.

Foreign exchange rate movements

Unfavorable foreign currency translation decreased operating profit (beia) by €39 million. This was largely due to a depreciation of the Egyptian Pound (-18%), the British pound (-5%) and the Nigerian naira (-3%). At the net profit level, foreign currency translational movements had a negative impact of €20 million.

HEINEKEN delays the impact of the U.S. dollar fluctuations versus the euro by hedging the net cash inflow of U.S. dollars from exports for up to 18 months in advance.

The average EUR/USD exchange rate inclusive of hedging was 1.31 in 2013, versus 1.36 in 2012. For the full year 2014, the net dollar inflow is forecasted at US\$537 million, of which 87% has been hedged at EUR/USD 1.31.

For 2015, the net dollar inflow is forecasted at approximately US\$555 million of which 29% is hedged at EUR/USD 1.35 as of 7 February 2014.

Capital expenditure and cash flow

Capital expenditure related to property, plant and equipment increased to €1,369 million (2012: €1,170 million) representing 7.1% of revenue (2012: 6.4%). This reflects the consolidation of APB and higher investments in new capacity, renewal of returnable bottle fleet and commercial investments in several developing markets.

Free operating cash flow increased to €1,518 million from €1,484 million, predominantly due to higher cash flow from operations partly offset by higher capital expenditure and income tax paid.

Financial structure

Net debt decreased to €10,868 million (from €12,311 million at 31 December 2012) due to strong free operating cash flow, a net cash inflow from acquisitions and disposals and foreign currency movements.

The pro forma net debt/EBITDA (beia) ratio was 2.6x on 31 December 2013 (2012: 2.8x). HEINEKEN remains committed to achieving its long-term target net debt/ EBITDA (beia) ratio of below 2.5 by the end of 2014.

On 30 January 2014, HEINEKEN privately placed €200 million of 15.5 year 3.5% Notes under its EMTN programme.

Including the effect of cross-currency swaps, 58% of net debt is euro-denominated and 29% is U.S. dollar-denominated. Total gross debt amounts to €12,170 million (from €13,359 million at 31 December 2012).

Average number of shares

In the calculation of basic EPS, the weighted average number of shares outstanding in 2013 was 575,062,357. In the calculation of diluted EPS, shares held in treasury related to the employee incentive programme are not deducted from the weighted average shares outstanding. The weighted average diluted number of shares outstanding in 2013 was 576,002,613 (equal to 2012).

Consolidated & Group metrics: Full year 2013

	Consolidated (A)							Attributable share of joint ventures / assoc (B)	Group (C) = A + B
(in mhl or €million unless otherwise stated)	FY12	Currency Translation	Consolidation impact	Organic Growth	FY13	Organic Growth %	FY12	FY13	FY12	FY13	Organic Growth %
Africa Middle East
Revenue	2.639	-126	-	41	2.554	1.5	548	518	3.187	3.072	2.2
Revenue per Hl (in €)	87			4	87	4.6	93	88	88	87	4.8
Operating profit (beia)	618	-27	-	16	607	2.7	48	58	666	665	4.2
Operating profit (beia) margin	23.4%				23.8%		8.7%	11.2%	20.8%	21.7%
Total volume	30.3		-	-0.9	29.4	-3.0	5.9	5.9	36.2	35.3	-2.5
Beer volume	23.3		-	-	23.3	-	4.2	4.1	27.5	27.4	-0.3
Licensed & non-beer volume	6.9		-	-0.9	6.0	-13	1.5	1.6	8.4	7.6	-9.7
Third party products volume	0.1		-	-	0.1	-17	0.2	0.2	0.3	0.3	-1.8
Americas
Revenue	4.523	-104	-3	79	4.495	1.7	726	821	5.249	5.315	2.4
Revenue per Hl (in €)	83			3	86	3.6	108	108	86	88	3.4
Operating profit (beia)	678	10	-5	36	719	5.3	126	118	804	837	4.1
Operating profit (beia) margin	15.0%				16.0%		17.4%	14.4%	15.3%	15.7%
Total volume	54.3		-0.8	-1.0	52.5	-1.8	6.7	7.6	61.0	60.1	-0.9
Beer volume	53.1		-0.8	-1.1	51.2	-2.1	3.8	3.7	56.9	54.9	-2.0
Licensed & non-beer volume	1.1		-	0.1	1.2	9.1	2.9	3.9	4.0	5.1	14
Third party products volume	0.1		-	-	0.1	11	-	-	0.1	0.1	11
Asia Pacific
Revenue	527	-32	1.514	28	2.037	5.3	967	357	1.493	2.394	8.9
Revenue per Hl (in €)	125			4	113	2.8	73	66	86	102	4.8
Operating profit (beia)	156	-7	382	5	536	3.4	236	44	393	580	8.7
Operating profit (beia) margin	29.7%				26.3%		24.5%	12.3%	26.3%	24.2%
Total volume	4.2		13.7	0.1	18.0	2.4	13.2	5.4	17.4	23.4	3.9
Beer volume	3.7		13.5	0.1	17.3	3.2	13.2	5.4	16.9	22.7	4.2
Licensed & non-beer volume	0.5		-0.1	-	0.4	-4.2	-	-	0.5	0.4	-7.3
Third party products volume	-		0.3	-	0.3	-	-	-	-	0.3	-
Central & Eastern Europe
Revenue	3.280	-51	-64	-68	3.097	-2.1	360	357	3.640	3.453	-2.0
Revenue per Hl (in €)	66			3	66	4.0	74	74	66	67	3.6
Operating profit (beia)	333	-2	3	-44	290	-13	30	31	363	321	-12.2
Operating profit (beia) margin	10.1%				9.4%		8.3%	8.7%	10.0%	9.3%
Total volume	49.9		-0.4	-2.9	46.6	-5.8	4.9	4.8	54.8	51.4	-5.4
Beer volume	47.3		-	-3.0	44.3	-6.4	3.7	3.7	51.0	48.0	-6.0
Licensed & non-beer volume	1.3		-0.4	0.1	1.0	4.8	0.6	0.6	1.9	1.6	3.4
Third party products volume	1.3		-	-	1.3	3.0	0.5	0.5	1.9	1.8	1.7

	Consolidated (A)							Attributable share of joint ventures / assoc (B)		Group (C) = A + B
(in mhl or €million unless otherwise stated)	FY12	Currency Translation	Consolidation impact	Organic Growth	FY13	Organic Growth %	FY12	FY13	FY12	FY13	Organic Growth %
Western Europe
Revenue	7.785	-76	-78	-175	7.456	-2.2	-	-	7.785	7.456	-2.2
Revenue per Hl (in €)	123			2	124	1.6	-	-	123	124	1.6
Operating profit (beia)	947	-12	-38	-44	853	-4.7	-	-	947	853	-4.7
Operating profit (beia) margin	12.1%				11.4%		-	-	12.1%	11.4%
Total volume	63.2		-0.8	-2.4	60.0	-3.8	-	-	63.2	60.0	-3.8
Beer volume	44.3		-0.3	-1.8	42.2	-4.1	-	-	44.3	42.2	-4.1
Licensed & non-beer volume	10.6		-0.4	0.1	10.3	0.5	-	-	10.6	10.3	0.4
Third party products volume	8.3		-0.1	-0.7	7.5	-7.9	-	-	8.3	7.5	-7.9
Head Office & Eliminations
Revenue	-370	-	8	-73	-436	-20	-	-	-370	-436	-19.6
Operating profit (beia)	-65	-	-11	12	-64	18	-	-	-65	-64	18.2
Heineken N.V.
Revenue	18.383	-389	1.377	-168	19.203	-0.9	2.601	2.052	20.984	21.255	0.1
Revenue per Hl (in €)	91			2	93	2.6	85	87	90	92	2.7
Total expenses (beia)	-15.717	350	-1.044	149	-16.262	1.0	-2.161	-1.801	-17.878	-18.063	-
Operating profit (beia)	2.666	-39	333	-19	2.941	-0.7	440	251	3.106	3.192	0.6
Operating profit (beia) margin	14.5%				15.3%		16.9%	12.2%	14.8%	15.0%
Share of net profit of associates / JVs (beia)	252	-6	-117	21	150	8.4
Net Interest income/ (expenses) (beia)	-489	6	-80	31	-532	6.3
Other net finance income/(expenses) (beia)	-38	4	-6	-32	-72	-86
Income tax expense (beia)	-569	10	-87	-25	-671	-4.4
Minority interests	-161	5	-66	-9	-231	-5.8
Net profit (beia)	1.661	-20	-23	-33	1.585	-2.0
Total volume	202.0		11.7	-7.1	206.6	-3.5	30.7	23.7	232.7	230.3	-2.6
Beer volume	171.7		12.4	-5.8	178.3	-3.4	24.9	16.9	196.6	195.2	-2.7
Licensed & non-beer volume	20.5		-0.9	-0.7	18.9	-3.3	5.1	6.1	25.5	25.0	-0.7
Third party products volume	9.8		0.2	-0.6	9.4	-6.3	0.7	0.7	10.5	10.1	-5.9

Consolidated & Group Metrics: Fourth Quarter 2013

		Consolidated (A)							Attributable share of joint ventures / assoc (B)	Group (C) = A + B
	(in mhl or €million unless otherwise stated)	4Q12	Currency Translation	Consolidation impact	Organic Growth	4Q13	Organic Growth %	4Q12	4Q13	4Q12	4Q13	Organic Growth %
Africa Middle East
Revenue		703	-42	-	30	691	4.3	158	152	860	843	5.4
Revenue per Hl (in €)		88			4	86	4.3	88	84	88	86	6.0
Total volume		8.0		-	-	8.0	-	1.8	1.8	9.8	9.8	-0.5
	Beer volume	6.2		-	0.3	6.5	4.6	1.4	1.3	7.6	7.8	2.7
	Licensed & non-beer volume	1.8		-	-0.3	1.5	-16	0.4	0.5	2.2	2.0	-12
	Third party products volume	-		-	-	-	-	-	-	-	-	-
Americas
Revenue		1.152	-64	5	33	1.126	2.9	223	217	1.375	1.343	2.4
Revenue per Hl (in €)		80			3	80	4.5	112	90	84	82	4.8
Total volume		14.4		-0.2	-0.2	14.0	-1.6	2.0	2.4	16.4	16.4	-2.2
	Beer volume	14.1		-0.2	-0.3	13.6	-1.9	1.2	1.1	15.3	14.7	-1.9
	Licensed & non-beer volume	0.3		-	-	0.4	17	0.8	1.3	1.1	1.7	-7.1
	Third party products volume	-		-	-	-	-	-	-	-	-	-
Asia Pacific
Revenue		336	-24	220	32	564	9.4	165	66	501	630	5.2
Revenue per Hl (in €)		108			7	111	6.2	75	51	95	98	1.0
Total volume		3.1		1.9	0.1	5.1	3.0	2.2	1.3	5.3	6.4	4.1
	Beer volume	2.7		2.2	0.1	5.0	4.2	2.2	1.3	4.9	6.3	4.3
	Licensed & non-beer volume	0.4		-0.4	-	-	-4.3	-	-	0.4	-	2.5
	Third party products volume	-		0.1	-	0.1	-	-	-	-	0.1	-
Central & Eastern Europe
Revenue		712	-21	-4	-14	673	-1.9	80	81	792	754	-1.8
Revenue per Hl (in €)		69			3	69	4.2	80	81	70	70	4.2
Total volume		10.3		-	-0.6	9.7	-5.9	1.0	1.0	11.3	10.7	-5.8
	Beer volume	9.8		-	-0.5	9.3	-5.4	0.8	0.7	10.6	10.0	-5.4
	Licensed & non-beer volume	0.3		-	-0.1	0.1	-45	0.1	0.2	0.4	0.3	-28
	Third party products volume	0.3		-	-	0.3	10	0.1	0.1	0.4	0.4	4.4

	Consolidated (A)							Attributable share of joint ventures / assoc (B)		Group (C) = A + B
(in mhl or €million unless otherwise stated)	4Q12	Currency Translation	Consolidation impact	Organic Growth	4Q13	Organic Growth %	4Q12	4Q13	4Q12	4Q13	Organic Growth %
Western Europe
Revenue	1.804	-17	-74	-3	1.710	-0.2	-	-	1.804	1.710	-0.2
Revenue per Hl (in €)	124			2	126	1.7	-	-	124	126	1.7
Total volume	14.6		-0.7	-0.3	13.6	-1.8	-	-	14.6	13.6	-1.8
Beer volume	10.2		-0.2	-0.3	9.7	-2.8	-	-	10.2	9.7	-2.8
Licensed & non-beer volume	2.5		-0.5	0.1	2.2	4.1	-	-	2.5	2.2	4.1
Third party products volume	1.8		-	-0.1	1.7	-4.9	-	-	1.8	1.7	-4.9
Head Office & Eliminations
Revenue	-76	-6	9	-23	-97	-30	-	-	-76	-97	-29.7
Heineken N.V.
Revenue	4.630	-175	157	56	4.668	1.2	626	516	5.256	5.184	1.3
Revenue per Hl (in €)	92			3	92	3.2	89	81	92	91	3.3
Total volume	50.4		1.1	-1.0	50.5	-2.0	7.0	6.4	57.4	56.9	-2.0
Beer volume	43.0		1.8	-0.7	44.1	-1.6	5.5	4.4	48.5	48.5	-1.5
Licensed & non-beer volume	5.3		-0.7	-0.3	4.3	-5.0	1.3	1.8	6.6	6.1	-4.9
Third party products volume	2.2		-	-0.1	2.1	-2.7	0.2	0.2	2.4	2.3	-3.0

APPENDICES

1. Consolidated income statement
1. Consolidated statement of comprehensive income
1. Consolidated statement of financial position
1. Consolidated statement of cash flows
1. Consolidated statement of changes in equity
1. Earnings per share
1. Dividends
1. Operating segments
1. Acquisitions and disposals of subsidiaries and non-controlling interests
1. Raw materials, consumables and services
1. Loans and borrowings
1. Non-GAAP measures
1. Notes to the appendices
1. Glossary

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December

In millions of EUR	2013	2012*
Revenue	19,203	18,383
Other income	226	1,510
Raw materials, consumables and services	(12,186)	(11,849)
Personnel expenses	(3,108)	(3,031)
Amortisation, depreciation and impairments	(1,581)	(1,316)
Total expenses	(16,875)	(16,196)
Results from operating activities	2,554	3,697
Interest income	47	62
Interest expenses	(579)	(551)
Other net finance income/(expenses)	(61)	168
Net finance expenses	(593)	(321)
Share of profit of associates and joint ventures
and impairments thereof (net of income tax)	146	213
Profit before income tax	2,107	3,589
Income tax expense	(520)	(515)
Profit	1,587	3,074
Attributable to:
Equity holders of the Company (net profit)	1,364	2,914
Non-controlling interests	223	160
Profit	1,587	3,074
Weighted average number of shares – basic	575,062,357	575,022,338
Weighted average number of shares – diluted	576,002,613	576,002,613
Basic earnings per share (EUR)	2.37	5.07
Diluted earnings per share (EUR)	2.37	5.06

*Restated for the revised IAS19.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December
--------------------------------

In millions of EUR	2013	2012*
Profit	1,587	3,074
Other comprehensive income:
Items that will not be reclassified to profit or loss:
Actuarial gains and losses	197	(404)
Items that may be subsequently reclassified to profit or loss:
Currency translation differences	(1,282)	39
Recycling of currency translation differences to profit or loss	1	-
Effective portion of net investment hedges	13	6
Effective portion of change in fair value of cash flow hedges	16	14
Effective portion of cash flow hedges transferred to profit or loss	(4)	41
Net change in fair value available-for-sale investments	(53)	135
Net change in fair value available-for-sale investments transferred to profit or loss	-	(148)
Share of other comprehensive income of associates/joint ventures	5	(1)
Other comprehensive income, net of tax	(1,107)	(318)
Total comprehensive income	480	2,756
Attributable to:
Equity holders of the Company	336	2,608
Non-controlling interests	144	148
Total comprehensive income	480	2,756

*Restated for the revised IAS19.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December
In millions of EUR	2013	2012*
Assets
Property, plant & equipment	8,454	8,844
Intangible assets	15,934	17,688
Investments in associates and joint ventures	1,883	1,950
Other investments and receivables	762	1,099
Advances to customers	301	312
Deferred tax assets	508	550
Total non-current assets	27,842	30,443
Inventories	1,512	1,596
Other investments	11	11
Trade and other receivables	2,427	2,537
Prepayments and accrued income	218	232
Cash and cash equivalents	1,290	1,037
Assets classified as held for sale	37	124
Total current assets	5,495	5,537
Total assets	33,337	35,980

* Restated for the revised IAS19 and finalisation of the purchase price allocation for APB.

A P P E N D I X 3 ( C O N T I N U E D )

2013	2012*

922	922
2,701	2,701
(858)	365
8,637	7,746
11,402	11,734
954	1,071
12,356	12,805

9,853	11,437
112	140
1,202	1,575
367	419
1,444	1,792
12,978	15,363
178	191
2,195	1,863
5,131	5,285
317	305
171	129
11	39
8,003	7,812
20,981	23,175
33,337	35,980

* Restated for the revised IAS 19 and finalisation of the purchase price allocation for APB.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December
In millions of EUR	2013	2012*
Operating activities
Profit	1,587	3,074
Adjustments for:
Amortisation, depreciation and impairments	1,581	1,316
Net interest expenses	532	489
Gain on sale of property, plant & equipment, intangible assets and subsidiaries, joint ventures and associates	(226)	(1,510)
Investment income and share of profit and impairments of associates and joint ventures and dividend income on available-for sale and held-for-trading investments	(160)	(238)
Income tax expenses	520	515
Other non-cash items	156	(65)
Cash flow from operations before changes
in working capital and provisions	3,990	3,581
Change in inventories	(42)	(52)
Change in trade and other receivables	5	(64)
Change in trade and other payables	88	217
Total change in working capital	51	101
Change in provisions and employee benefits	(58)	(164)
Cash flow from operations	3,983	3,518
Interest paid	(557)	(490)
Interest received	56	82
Dividends received	148	184
Income taxes paid	(716)	(599)
Cash flow related to interest, dividend and income tax	(1,069)	(823)
Cash flow from operating activities	2,914	2,695
Investing activities
Proceeds from sale of property, plant & equipment and intangible assets	152	131
Purchase of property, plant & equipment	(1,369)	(1,170)
Purchase of intangible assets	(77)	(78)
Loans issued to customers and other investments	(143)	(143)
Repayment on loans to customers	41	50
Cash flow (used in)/from operational investing activities	(1,396)	(1,210)
Free operating cash flow	1,518	1,485

P.O. Box 28 – 1000 AA Amsterdam – The Netherlands Office address - Tweede Weteringplantsoen 21 – 1017 ZD Amsterdam Heineken N.V. - Registered Office at Amsterdam – Trade Register Amsterdam No. 33011433

A P P E N D I X 4 ( C O N T I N U E D )

For the year ended 31 December

In millions of EUR	2013	2012*
Acquisition of subsidiaries, net of cash acquired	(17)	(3,311)
Acquisition of/additions to associates, joint ventures and other investments	(53)	(1,246)
Disposal of subsidiaries, net of cash disposed of	460	-
Disposal of associates, joint ventures and other investments	165	142
Cash flow (used in)/from acquisitions and disposals	555	(4,415)
Cash flow (used in)/from investing activities	(841)	(5,625)
Financing activities
Proceeds from loans and borrowings	1,663	6,837
Repayment of loans and borrowings	(2,474)	(2,928)
Dividends paid	(710)	(604)
Purchase own shares	(21)	-
Acquisition of non-controlling interests	(209)	(252)
Other	(1)	3
Cash flow (used in)/from financing activities	(1,752)	3,056
Net cash flow	321	126
Cash and cash equivalents as at 1 January	846	606
Effect of movements in exchange rates	(55)	114
Cash and cash equivalents as at 31 December	1,112	846

*Restated for the revised IAS 19.

A P P E N D I X 5

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

In millions of EUR	Share capital	Share Premium	Translation reserve	Hedging reserve	Fair value reserve	Other legal reserves	Reserve for own shares	Retained earnings	Equity attributable to equity holders of the Company	Non controlling interests	Total equity
Balance as at 1 January 2013	922	2,701	(527)	(11)	150	779	(26)	7,746	11,734		1,071 12,805
Profit	-	-	-	-	-	214	-	1,150	1,364	223	1,587
Other comprehensive income	-	-	(1,194)	13	(53)	-	-	206	(1,028)	(79)	(1,107)
Total comprehensive income	-	-	(1,194)	13	(53)	214	-	1,356	336	144	480
Transfer to retained earnings	-	-	-	-	-	(188)	-	188	-	-	-
Dividends to shareholders	-	-	-	-	-	-	-	(530)	(530)	(185)	(715)
Purchase/reissuance own/non-controlling shares	-	-	-	-	-	-	(21)	-	(21)	-	(21)
Own shares delivered	-	-	-	-	-	-	6	(6)	-	-	-
Share-based payments	-	-	-	-	-	-	-	8	8	-	8
Acquisition of non-controlling interests without
a change in control	-	-	-	-	-	-	-	(125)	(125)	(76)	(201)
Balance as at 31 December 2013	922	2,701	(1,721)	2	97	805	(41)	8,637	11,402		954 12,356

A P P E N D I X 5 ( C O N T I N U E D )

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

In millions of EUR							Reserve		Equity attributable	Non	Total
	Share capital	Share Premium	Translation reserve	Hedging reserve	Fair value reserve	Other legal reserves	for own shares	Retained earnings	to equity holders of the Company	controlling interests	equity
Balance as at 1 January 2012	922	2,701	(575)	(69)	159	1,026	(43)	5,653	9,774		318 10,092
Policy change	–	–	–	–	–	–	–	43	43	–	43
Restated balance as at 1 January 2012*	922	2,701	(575)	(69)	159	1,026	(43)	5,696	9,817		318 10,135
Profit	–	–	–	–	–	222	–	2,692	2,914	160	3,074
Other comprehensive income	–	–	48	58	(9)	4	–	(407)	(306)	(12)	(318)
Total comprehensive income	–	–	48	58	(9)	226	–	2,285	2,608	148	2,756
Transfer to retained earnings	–	–	–	–	–	(473)	–	473	–	–	–
Dividends to shareholders	–	–	–	–	–	–	–	(494)	(494)	(110)	(604)
Own shares delivered	–	–	–	–	–	–	17	(17)	–	–	–
Share-based payments	–	–	–	–	–	–	–	15	15	–	15
Acquisition of non-controlling interests without a change in control	–	–	–	–	–	–	–	(212)	(212)	715	503
Balance as at 31 December 2012	922	2,701	(527)	(11)	150	779	(26)	7,746	11,734		1,071 12,805

*Restated for the revised IAS 19.

EARNINGS PER SHARE

Basic earnings per share

The calculation of basic earnings per share as at 31 December 2013 is based on the profit attributable to ordinary shareholders of the Company (net profit) of EUR1,364 million (2012: EUR2,914 million) and a weighted average number of ordinary shares – basic outstanding during the year ended 31 December 2013 - of 575,062,357 (2012:575,022,338). Basic earnings per share for the year amounted to EUR2.37 (2012: EUR5.07*).

Diluted earnings per share

The calculation of diluted earnings per share as at 31 December 2013 is based on the profit attributable to ordinary shareholders of the Company (net profit) of EUR1,364 million (2012: EUR2,914 million) and a weighted average number of ordinary shares – basic outstanding after adjustment for the effects of all dilutive potential ordinary shares - of 576,002,613 (2012: 576,002,613). Diluted earnings per share for the year amounted to EUR2.37 (2012: EUR5.06*).

* Restated for the revised IAS 19.

Weighted average number of shares – basic and diluted

	2013	2012
Number of shares basic 1 January	576,002,613	576,002,613
Effect of own shares held	(940,256)	(980,275)
Weighted average number of basic shares for the year	575,062,357	575,022,338
Effect of own shares held	940,256	980,275
Weighted average number of diluted shares for the year	576,002,613	576,002,613

DIVIDENDS

The following dividends were declared and paid by HEINEKEN:

In millions of EUR	2013	2012
Final dividend previous year EUR0.56, respectively EUR0.53 per qualifying ordinary share	323	305
Interim dividend current year EUR0.36, respectively EUR0.33 per qualifying ordinary share	207	189
Total dividend declared and paid	530	494

The Heineken N.V. dividend policy is to pay-out a ratio of 30 per cent to 35 per cent of fullyear net profit (beia).The interim dividend is fixed at 40 per cent of the total dividend of the previous year.

After the balance sheet date the Executive Board proposed the following dividends. The dividends, taking into account the interim dividends declared and paid, have not been provided for.

In millions of EUR	2013	2012
Per qualifying ordinary share EUR0.89 (2012: EUR0.89)	512	512

Page 32 of 51

A P P E N D I X 8

OPERATING SEGMENTS

Information about reportable segments

In millions of EUR		Western Europe		Central and Eastern Europe		The Americas	Africa Head Office & Other/ Middle East Asia Pacific		Eliminations	Consolidated
	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*
Revenue
Third party revenue1	6,800	7,140	3,082	3,255	4,486	4,507	2,554	2,639	2,036	527	245	315	19,203	18,383
Interregional revenue	656	645	15	25	9	16	-	–	1	–	(681)	(686)	-	–
Total revenue	7,456	7,785	3,097	3,280	4,495	4,523	2,554	2,639	2,037	527	(436)	(371)	19,203	18,383
Other income	50	13	119	9	56	2	1	–	-	1,486	-	–	226	1,510
Results from operating activities	737	723	231	320	681	593	606	616	376	1,546	(77)	(101)	2,554	3,697
Net finance expenses													(593)	(321)
Share of profit of associates and joint ventures and impairments thereof	2	1	15	24	70	81	37	1	26	109	(4)	(3)	146	213
Income tax expense													(520)	(515)
Profit													1,587	3,074

* Restated for the revised IAS 19 and finalisation of the purchase price allocation for APB.

1 Includes other revenue of EUR375 million in 2013 and EUR433 million in 2012.

2 For definition see "Glossary". Note that these are both non-GAAP measures and therefore un-audited.

P.O. Box 28 – 1000 AA Amsterdam – The Netherlands

Office address - Tweede Weteringplantsoen 21 – 1017 ZD Amsterdam

Heineken N.V. - Registered Office at Amsterdam – Trade Register Amsterdam No. 33011433

A P P E N D I X 8 ( C O N T I N U E D )

In millions of EUR		Western Europe		Central and Eastern Europe		The Americas		Africa Middle East		Asia Pacific		Head Office & Other/ Eliminations		Consolidated
	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*
Attributable to:
Equity holders of the Company (net profit)													1,364	2,914
Non-controlling interests													223	160
													1,587	3,074
EBIT reconciliation
EBIT²	739	724	246	344	751	674	643	617	402	1,655	(81)	(104)	2,700	3,910
Eia²	115	224	60	12	39	86	2	38	163	(1,388)	12	36	391	(992)
EBIT (beia)²	854	948	306	356	790	760	645	655	565	267	(69)	(68)	3,091	2,918
Beer volumes (in million hectolitres)
Consolidated beer volume²	42,224	44,288	44,261	47,269	51,209	53,124	23,281	23,289	17,347	3,742	-	–	178,322	171,712
Attributable share of joint ventures and associates volume²	-	–	3,743	3,735	3,717	3,785	4,119	4,200	5,345	13,202	-	-	16,924	24,922
Group beer volume²	42,224	44,288	48,004	51,004	54,926	56,909	27,400	27,489	22,692	16,944	-	-	195,246	196,634

* Restated for the revised IAS 19 and finalisation of the purchase price allocation for APB.

1 Includes other revenue of EUR375 million in 2013 and EUR433 million in 2012.

2 For definition see "Glossary". Note that these are both non-GAAP measures and therefore un-audited.

P.O. Box 28 – 1000 AA Amsterdam – The Netherlands Office address - Tweede Weteringplantsoen 21 – 1017 ZD Amsterdam

Heineken N.V. - Registered Office at Amsterdam – Trade Register Amsterdam No. 33011433

A P P E N D I X 8 ( C O N T I N U E D )

In millions of EUR		Western Europe Eastern Europe		Central and	The Americas		Africa Middle East		Asia Pacific		Head Office & Other/ Eliminations		Consolidated
	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*
Current segment assets	2,036	2,007	982	1,082	1,236	1,193	939	959	757	913	(475)	(629)	5,475	5,525
Non-current segment assets	7,262	8,015	3,128	3,423	5,193	5,649	2,216	2,073	6,254	7,166	1,400	1,619	25,453	27,945
Investment in associates and joint ventures	43	22	194	196	823	835	238	281	476	534	109	82	1,883	1,950
Total segment assets	9,341	10,044	4,304	4,701	7,252	7,677	3,393	3,313	7,487	8,613	1,034	1,072	32,811	35,420
Unallocated assets													526	560
Total assets													33,337	35,980

* Restated for the revised IAS 19 and finalisation of the purchase price allocation for APB.

1 Includes other revenue of EUR375 million in 2013 and EUR433 million in 2012.

2 For definition see "Glossary". Note that these are both non-GAAP measures and therefore un-audited.

A P P E N D I X 8 ( C O N T I N U E D )

In millions of EUR		Central and Western Europe Eastern Europe The Americas			Africa Middle East			Head Office & Other/ Asia Pacific Eliminations		Consolidated
	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*	2013	2012*
Segment liabilities	3,571	4,121	1,242	1,347	1,027	1,072	853	760	449	513	319	238	7,461	8,051
Unallocated liabilities													13,520	15,124
Total equity													12,356	12,805
Total equity and liabilities														33,337 35,980
Purchase of P, P & E	264	260	191	197	261	250	461	395	142	20	50	48	1,369	1,170
Acquisition of goodwill	9	7	-	–	-	36	-	–	-	2,720	-	480	9	3,243
Purchases of intangible assets	24	26	6	12	12	14	2	2	5	–	28	24	77	78
Depreciation of P, P & E	(329)	(344)	(235)	(247)	(211)	(201)	(183)	(176)	(80)	(11)	(35)	(38)	(1,073)	(1,017)
(Impairment) and reversal of impairment of P, P & E	(7)	(36)	(9)	15	(1)	(17)	-	(8)	2	–	(1)	2	(16)	(44)
Amortisation intangible assets	(65)	(86)	(17)	(16)	(97)	(103)	(6)	(6)	(179)	(24)	(12)	(12)	(376)	(247)
(Impairment) and reversal of impairment of intangible
assets	(17)	(7)	(99)	–	-	–	-	–	-	–	-	–	(116)	(7)

* Restated for the revised IAS 19 and finalisation of the purchase price allocation for APB.

1 Includes other revenue of EUR375 million in 2013 and EUR433 million in 2012.

2 For definition see "Glossary". Note that these are both non-GAAP measures and therefore un-audited.

ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND NON-CONTROLLING INTERESTS

Accounting for the acquisition of APIPL/APB

The accounting for the acquisition of Asia Pacific Investment Pte. Ltd ('APIPL') and Asia Pacific Breweries Ltd ('APB') and their subsidiaries (together referred to as the 'APIPL/APB acquisition') has been finalised on 15 November 2013. Some adjustments were made to the provisional accounting for the APIPL/APB acquisition, resulting in a decrease in goodwill of EUR37 million. The adjustments mainly related to the revaluation of P, P & E based on additional information obtained about the facts and circumstances that existed at the acquisition date, which resulted in an increase in P, P & E of EUR52 million and an increase in trade and other payables of EUR10 million. Comparative information has been restated.

In 2012 the APIPL/APB financial figures were consolidated for 1.5 months from 15 November 2012 to year end. In 2013, the APIPL/APB financial figures have been consolidated for the full year.

Acquisitions of non-controlling interests

In 2013, HEINEKEN paid a total cash consideration of EUR156 million for the remaining APB shares outstanding in the market as at 31 December 2012. There were no other individually material acquisitions of non-controlling interests during 2013.

The value of non-controlling interests and equity impact (result of buy-out) are disclosed in the table below:

In millions of EUR	Consideration paid	Value of the non-controlling interest	Result buy-out
APB	156	65	91
Other	53	7	46

A P P E N D I X 9 ( C O N T I N U E D )

Disposals

Disposal of Oy Hartwall Ab ('Hartwall') in Finland

On 23 August 2013 HEINEKEN sold its 100 per cent stake in Oy Hartwall Ab in Finland to Danish Royal Unibrew A/S. A EUR6 million pre-tax book gain on the disposal was recorded in other income.

Disposal of our stake in Kazakhstan

On 8 January 2013, HEINEKEN sold its 28 per cent stake in Efes Kazakhstan JSC FE to the majority shareholder Efes Breweries International N.V. A EUR75 million pre-tax book gain on the disposal was recorded in other income.

Disposal of Jiangsu Dafuhao Breweries Co. Ltd

On 15 January 2013, HEINEKEN sold its 49 per cent stake in Jiangsu Dafuhao Breweries Co. Ltd, which was acquired in the APIPL/APB acquisition, to Nantong Fuhao Alcohol Co. Ltd.

Disposal of Pago International GmbH

On 15 February 2013, HEINEKEN sold its 100 per cent stake in Pago International GmbH to the Eckes-Granini Group. A pre-tax EUR17 million book gain on the disposal was recorded in other income.

Disposal of stake in Shanghai Asia Pacific Brewery Company

On 12 April 2013, HEINEKEN disposed Shanghai Asia Pacific Brewery Company by selling its shares in Heineken-APB (China) Pte. Ltd to Step Best Investments Ltd. Full ownership of these entities was acquired in the APIPL/APB acquisition.

The aggregated consideration received in cash amounts to EUR588 million. Assets sold in the transactions above that resulted in loss of control included cash and cash equivalents amounting to EUR37 million negative. The other categories of assets and liabilities other than cash and cash equivalents in the operations over which control was lost were as follows:

In millions of EUR	2013
Current assets	83
Non-current assets	541
Current liabilities	(165)
Non-current liabilities	(63)
	396

RAW MATERIALS, CONSUMABLES AND SERVICES

In millions of EUR	2013	2012
Raw materials	1,868	1,892
Non-returnable packaging	2,502	2,376
Goods for resale	1,551	1,616
Inventory movements	2	(85)
Marketing and selling expenses	2,418	2,250
Transport expenses	1,031	1,029
Energy and water	564	562
Repair and maintenance	482	458
Other expenses	1,768	1,751
	12,186	11,849

Other expenses mainly include rentals of EUR282 million (2012: EUR264 million), consultant expenses of EUR166 million (2012: EUR191 million), telecom and office automation of EUR183 million (2012: EUR179 million), travel expenses of EUR155 million (2012: EUR155 million).

LOANS AND BORROWINGS

Non-current liabilities

In millions of EUR	2013	2012
Secured bank loans	16	28
Unsecured bank loans	422	1,221
Unsecured bond issues	8,083	8,206
Finance lease liabilities	5	22
Other non-current interest-bearing liabilities	1,271	1,828
Non-current interest-bearing liabilities	9,797	11,305
Non-current derivatives	47	111
Non-current non-interest-bearing liabilities	9	21
Non-current liabilities	9,853	11,437

Current interest-bearing liabilities

In millions of EUR	2013	2012
Current portion of secured bank loans	12	13
Current portion of unsecured bank loans	261	740
Current portion of unsecured bonds issued	904	600
Current portion of finance lease liabilities	4	16
Current portion of other non-current interest-bearing liabilities	471	12
Total current portion of non-current
interest-bearing liabilities	1,652	1,381
Deposits from third parties (mainly employee loans)	543	482
	2,195	1,863
Bank overdrafts	178	191
Current interest-bearing liabilities	2,373	2,054

A P P E N D I X 1 1 ( C O N T I N U E D )

Net interest-bearing debt position

In millions of EUR	2013	2012
Non-current interest-bearing liabilities	9,797	11,305
Current portion of non-current interest-bearing liabilities	1,652	1,381
Deposits from third parties (mainly employee loans)	543	482
	11,992	13,168
Bank overdrafts	178	191
	12,170	13,359
Cash, cash equivalents and current other investments	(1,302)	(1,048)
Net interest-bearing debt position	10,868	12,311

New Financing

On 4 April 2013, HEINEKEN issued 8-year Notes for a principal amount of EUR500 million with a coupon of 2.0 per cent, followed by a private placement of approximately EUR680 million of Notes with a weighted average yield of 2.5 per cent.

15 April 2013, 20-year Notes for a principal amount of EUR180 million;
16 April 2013, 2-year Notes for a principal amount of SGD75 million;
18 April 2013, 5-year Notes for a principal amount of EUR100 million;
19 April 2013, 20-year Notes for a principal amount of EUR100 million;
17 May 2013, 4-year Notes for a principal amount of SGD100 million;
2 July 2013, 5-year Notes for a principal amount of SGD95 million;
2 July 2013, 30-year Notes for a principal amount of EUR75 million;
4 July 2013, 5-year Notes for a principal amount of EUR60 million.

These Notes have been issued under the Company's Euro Medium Term Note Programme. The proceeds of the Notes will be used for general corporate purposes.

On 31 May, three outstanding Notes of Asia Pacific Breweries Ltd. were replaced by equivalent Notes from Heineken Asia Pacific Pte. Ltd. with a guarantee from Heineken NV:

2014 Notes with a principal amount of SGD100 million;
2020 Notes with a principal amount of SGD40 million;
2022 Notes with a principal amount of SGD40 million.

In this process, SGD51 million of these Notes were purchased by HEINEKEN and subsequently cancelled. Two other outstanding Notes were terminated in full:

2015 Notes with a principal amount of SGD75 million;
2017 Notes with a principal amount of SGD100 million.

A P P E N D I X 1 1 ( C O N T I N U E D )

Long term debt maturity profile

Including notes issued after 31 December 2013

Year	EUR million
2014	1,761
2015	1,133
2016	902
2017	1,034
2018	1,062
2019	850
2020	1,013
2021	500
2022	553
2023	725
2024	500
2025	750
2029	200
2033	280
2042	363
2043	75

Financing Headroom

As at 31 December 2013, the committed financing headroom including cash balances available at Group level was approximately EUR 2.7 billion.

Incurrence covenant

HEINEKEN has an incurrence covenant in some of its financing facilities. This incurrence covenant is calculated by dividing net debt (calculated in accordance with the consolidation method of the 2007 Annual Accounts) by EBITDA (beia) (also calculated in accordance with the consolidation method of the 2007 Annual Accounts and including the pro-forma full-year EBITDA of any acquisitions made in 2013). As at 31 December 2013, this ratio was 2.5 (2012: 2.8). If the ratio would be beyond a level of 3.5, the incurrence covenant would prevent us from conducting further significant debt financed acquisitions.

NON-GAAP MEASURES

In the internal management reports HEINEKEN measures its performance primarily based on EBIT and EBIT (beia). These are non-GAAP measures not calculated in accordance with IFRS. A similar non-GAAP adjustment can be made to the IFRS profit or loss as defined in IAS 1 paragraph 7 being the total of income less expense. Exceptional items are defined as items of income and expense of such size, nature or incidence, that in the view of management their disclosure is relevant to explain the performance of HEINEKEN for the period. The table below presents the relationship with IFRS measures, the results from operating activities and Net profit and HEINEKEN non-GAAP measures being EBIT, EBIT (beia), Consolidated operating profit (beia), Group operating profit (beia) and Net profit (beia) for the financial year 2013.

Reconciliation of results from operating activities to group operating profit (beia)

In millions of EUR	20131	2012* 1
Results from operating activities (or consolidated operating profit)	2,554	3,697
Share of profit of associates and joint ventures and impairments
thereof (net of income tax)	146	213
EBIT	2,700	3,910
Exceptional items and amortisation of acquisition related intangible	391	(992)
assets included in EBIT
EBIT (beia)	3,091	2,918
Share of profit of associates and joint ventures and impairments thereof (beia) (net of income tax)	(150)	(252)
Consolidated operating profit (beia)	2,941	2,666
Attributable share of operating profit from joint ventures and associates and impairments thereof	251	440
Group operating profit (beia)	3,192	3,106

Exceptional items and amortisation of acquisition related intangible assets (eia)

In millions of EUR	20131	2012* 1
Profit attributable to equity holders of the Company (net profit)	1,364	2,914
Exceptional items and amortisation of acquisition related intangible assets included in EBIT	391	(992)
Exceptional items included in finance costs	(11)	(206)
Exceptional items included in income tax expense	(151)	(55)
Exceptional items included in non-controlling interest	(8)	-
Net profit (beia)	1,585	1,661

* Restated for the revised IAS 19. Unaudited.

A P P E N D I X 1 2 ( C O N T I N U E D )

The 2013 exceptional items included in EBIT contain the amortisation of acquisition related intangibles for EUR329 million (2012: EUR198 million), the impairment of intangible assets and P, P & E in Russia for EUR102 million, the gain on sale of our Kazakhstan operations of EUR75 million and restructuring expenses in Europe of EUR99 million (2012: EUR97 million). The remainder of EUR64 million primarily relates to the dilution gain as a result of the share issuance by our joint venture Compania Cervecerias Unidas S.A. of EUR47 million.

The exceptional items in income tax expense include the tax impact on amortisation of acquisition related intangible assets of EUR84 million (2012: EUR53 million), the tax impact on other exceptional items included in EBIT and finance cost of EUR21 million (2012: EUR2 million) and the remeasurement of a deferred tax position due to a tax rate change amounting to EUR46 million (2012: nil).

EBIT and EBIT (beia) are not financial measures calculated in accordance with IFRS. The presentation on these financial measures may not be comparable to similarly titled measures reported by other companies due to differences in the ways the measures are calculated.

A P P E N D I X 1 2 ( C O N T I N U E D )

Reconciliation of reported to consolidated (beia) financial measures

Year ended 31 December 2013

		EIA1
	Reported	Amortisation	Exceptional	(beia)1
		of acquisition	Items
		related
(in EUR million, except per share data)		intangible
		assets
Results from operating activities (or	2,554	325	62	2,941
consolidated operating profit)
Share of profit of associates and joint	146	4	-	150
ventures and impairments thereof (net of
income tax)
EBIT	2,700	329	62	3,091
Net Profit	1,364	245	(24)	1,585
Diluted EPS (EUR)	2.37	0.42	(0.04)	2.75

	Year ended 31 December 2012
		EIA1
	Reported	Amortisation of acquisition related	Exceptional Items	(beia)1
(in EUR million, except per share data)		intangible
		assets
Results from operating activities (or	3,697	195	(1,226)	2,666
consolidated operating profit)
Share of profit of associates and joint	213	3	36	252
ventures and impairments thereof (net of
income tax)
EBIT	3,910	198	(1,190)	2,918
Net Profit	2,914	145	(1,398)	1,661
Diluted EPS (EUR)	5.06	0.25	(2.42)	2.89

Unaudited.

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 financial information contained in this document of the Company as at and for the year ended 31 December 2013 comprises the Company, its subsidiaries (together referred to as 'HEINEKEN' and individually as 'HEINEKEN' entities) and HEINEKEN's interest in jointly controlled entities and associates.

HEINEKEN is primarily involved in the brewing and selling of beer.

Accounting Policies

The accounting policies applied by HEINEKEN in these appendices are the same as the policies applied by HEINEKEN in the consolidated financial statements for 2013.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the EU and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code. Substantially all standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) effective year-end 2013 have been adopted by the EU. It is noted that IFRS 10, 11 and 12, which were adopted by the EU with an effective date of 1 January 2014, were adopted by HEINEKEN as at 1 January 2013. Consequently, the accounting policies applied by the Company also comply fully with IFRS as issued by the IASB.

These appendices do not contain all the information required for a complete full-year set of financial statements.

Revised IAS 19 Employee Benefits

As a result of the revision of IAS 19, HEINEKEN has changed its accounting policy with respect to the basis for determining the income or expense related to defined benefit plans.

Previously, HEINEKEN determined interest income on plan assets based on their long-term expected return. The variance between actual and expected return continues to be accounted for in other comprehensive income. Therefore, the change in method of calculating the net interest expense (income) has no impact on equity. The change in accounting policy increased the defined benefit expense recognised in profit or loss and correspondingly increased the defined benefit plan remeasurement gain recognised in other comprehensive income by EUR96 million for the reporting period ending 31 December 2013 (EUR45 million reduction of remeasurement loss for the period ending 31 December 2012).

A P P E N D I X 1 3 ( C O N T I N U E D )

HEINEKEN now presents the net interest on the net defined benefit liability (asset) in other net finance income and expenses rather than personnel expenses. As a result, a reclassification from personnel expenses to other net finance income and expenses of EUR55 million was made for the reporting period ending 31 December 2013 (EUR51 million for the period ending 31 December 2012).

The revised IAS 19 no longer allows inclusion of future pension administration costs as part of the defined benefit obligation. Such costs should be recognised when the administration services are incurred. Previously, HEINEKEN accrued a surcharge for pension administration costs of the Dutch pension plan as part of the current service costs in the defined benefit obligation. With the adoption of the revised standard, this accrual was released to equity. As a result, HEINEKEN's defined benefit obligation decreased by EUR57 million as at 1 January 2012.

Outstanding shares

As at 31 December 2013 the issued share capital comprised 576,002,613 ordinary shares (2012: 576,002,613). The ordinary shares have a par value of EUR1.60. All issued shares are fully paid.

A P P E N D I X 1 3 ( C O N T I N U E D )

Contingencies

Brazil

As part of the acquisition of the beer operations of FEMSA in 2010, HEINEKEN inherited existing legal proceedings with labour unions, tax authorities and other parties of its, now whollyowned, subsidiaries Cervejarias Kaiser Brasil and Cervejarias Kaiser Nordeste (jointly, 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 2013 is EUR564 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 aforementioned contingencies (EUR308 million) is tax related and qualifies 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 EUR296 million by either pledging fixed assets or entering into available lines of credit which cover such contingencies.

In millions of EUR	Total 2013	Less than 1 year	1-5 years	More than 5 years	Total 2012
Guarantees to banks for loans (to third parties)	280	191	72	17	300
Other guarantees	423	122	258	43	358
Guarantees	703	313	330	60	658

Guarantees

Guarantees to banks for loans relate to loans to customers, which are given to external parties in the ordinary course of business of HEINEKEN. HEINEKEN provides guarantees to the banks to cover the risk related to these loans.

Subsequent events

New Financing

On 30 January 2014, HEINEKEN issued 15.5 year Notes for an amount of EUR200 million with a coupon of 3.5% under the EMTN programme.

GLOSSARY

Acquisition related intangible assets

Acquisition related intangible assets are assets that HEINEKEN only recognises as part of a purchase price allocation following an acquisition. This includes amongst others brands, customer-related and certain contract-based intangibles.

Beia

Before exceptional items and amortisation of acquisition-related intangible assets

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

EBIT

Earnings before interest, taxes and net finance expenses. EBIT includes HEINEKEN's share in net profit of joint ventures and associates.

EBITDA

Earnings before interest, taxes, net finance expenses, depreciation and amortisation. EBITDA includes HEINEKEN's share in net profit of joint ventures and associates.

Effective tax rate

Income tax expense expressed as a percentage of the profit before income tax, adjusted for share of profit of associates and joint ventures and impairments thereof (net of income tax)

Eia

Exceptional items and amortisation of acquisition-related intangible assets

A P P E N D I X 1 4 ( C O N T I N U E D )

Free operating cash flow

This represents the total of cash flow from operating activities, and cash flow from operational investing activities

Innovation rate

From 1 January 2013, the innovation rate is calculated as revenues generated from innovations (introduced in the past 40 quarters for a new category, 20 quarters for a new brand and 12 quarters for all other innovations, excluding packaging renovations) divided by total revenue.

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 12 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 currency translational effects, consolidation changes, exceptional items and amortisation of acquisition-related intangible assets

Organic volume growth

Growth in volume, excluding the effect of consolidation changes

Operating profit

Consolidated operating profit Results from operating activities

Group operating profit (beia) Consolidated operating profit (beia) plus attributable share of operating profit (beia) from joint ventures and associates

Profit

Total profit of the Group before deduction of non-controlling interests

A P P E N D I X 1 4 ( C O N T I N U E D )

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

Consolidated revenue Net realised sales proceeds

Group revenue (beia)

Consolidated revenue plus attributable share of revenue from joint ventures and associates

Volume

Consolidated beer volume

100 per cent of beer volume produced and sold by consolidated companies

Group beer volume

Consolidated beer volume plus attributable share of beer volume from joint ventures and associates

Group total volume

Total consolidated volume plus attributable share of volume from joint ventures and associates

Heineken® volume

100 per cent of beer volume sold of the Heineken® brand by consolidated companies, joint ventures and associates and produced and sold under license by third parties

Heineken® volume in premium segment Heineken® volume excluding Heineken® volume in the Netherlands

Licensed beer & non-beer volume

Cider, soft drink and non-beer volume sold in consolidated companies, joint ventures and associates, as well as HEINEKEN's brands produced and sold under license by third parties

Third party products volume

Volume of third party products sold through consolidated companies, joint ventures and associates

Total consolidated volume

100 per cent of volume produced and sold by consolidated companies (including beer, cider, soft drinks and other beverages), volume of third party products and volume of HEINEKEN's brands produced and sold under license by third parties

A P P E N D I X 1 4 ( C O N T I N U E D )

Weighted average number of shares

Basic

Weighted average number of outstanding shares

Diluted

Weighted average number of outstanding shares and the number of Long-Term Variable award shares held

AI assistant

Heineken N.V. — Earnings Release 2013

3848_iss_2014-02-12_f55bdee6-f36f-426a-a4cd-0054dde0719a.pdf

Heineken N.V. reports full year 2013 results

Continued progress against our strategic priorities in a challenging year

CEO STATEMENT

FINANCIAL SUMMARY

GROUP OPERATIONAL REVIEW

TOTAL DIVIDEND FOR 2013

DEFINITIONS

ENQUIRIES

HEINEKEN INVESTOR CALENDAR

Media Investors

CONFERENCE CALL DETAILS

Netherlands United Kingdom

United States

Editorial information:

Disclaimer:

REGIONAL REVIEW

Africa Middle East

Americas

Central & Eastern Europe

Western Europe

Head office costs, other items and eliminations

CONSOLIDATED FINANCIAL REVIEW

Changes in consolidation

Revenue

Total expenses (beia)

Operating profit (beia)

Share of net profit of associates and joint ventures (beia)

Income tax expense (beia)

Net profit and net profit (beia)

Foreign exchange rate movements

Capital expenditure and cash flow

Financial structure

Average number of shares

Consolidated & Group metrics: Full year 2013

Consolidated & Group Metrics: Fourth Quarter 2013

APPENDICES

CONSOLIDATED INCOME STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF CASH FLOWS

A P P E N D I X 4 ( C O N T I N U E D )

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EARNINGS PER SHARE

Basic earnings per share

Diluted earnings per share

Weighted average number of shares – basic and diluted

DIVIDENDS

A P P E N D I X 8

OPERATING SEGMENTS

Information about reportable segments

A P P E N D I X 8 ( C O N T I N U E D )

A P P E N D I X 8 ( C O N T I N U E D )

A P P E N D I X 8 ( C O N T I N U E D )

ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES AND NON-CONTROLLING INTERESTS

Accounting for the acquisition of APIPL/APB

Acquisitions of non-controlling interests

Disposals

Disposal of Oy Hartwall Ab ('Hartwall') in Finland

Disposal of our stake in Kazakhstan

Disposal of Jiangsu Dafuhao Breweries Co. Ltd

Disposal of Pago International GmbH

Disposal of stake in Shanghai Asia Pacific Brewery Company

RAW MATERIALS, CONSUMABLES AND SERVICES

LOANS AND BORROWINGS

Non-current liabilities

Current interest-bearing liabilities

Net interest-bearing debt position

New Financing

Long term debt maturity profile

Financing Headroom

Incurrence covenant

NON-GAAP MEASURES

Reconciliation of results from operating activities to group operating profit (beia)

Exceptional items and amortisation of acquisition related intangible assets (eia)

Reconciliation of reported to consolidated (beia) financial measures

NOTES TO THE APPENDICES

Heineken N.V. Earnings Release 2013