2007 Annual Report

Transcription

2007 Annual Report

Heineken N.V. 2007
Annual Report
Also see www.enjoyheinekenresponsibly.com
2007 Annual Report
Contents
01
02
04
Profile
Performance highlights
Milestones 2007
Report of the Executive Board
06 Chief Executive’s statement
10 Outlook 2008
12 Executive Committee
14 Operational review
14
Top-line growth
14
The Heineken brand
16
Innovation, research and development
17
International marketing
18
Shifting the balance
18
The Amstel brand
19
Sustainability
21
Personnel and organisation
22 Regional review
22
Western Europe
26
Central and Eastern Europe
30
Americas
34
Africa and the Middle East
38
Asia Pacific
42 Risk management
47 Financial review
52 Dutch Corporate Governance Code
56 Decree Article 10
Report of the Supervisory Board
58 To the shareholders
61 Supervisory Board
62 Remuneration report
Financial statements
65 Consolidated income statement
66 Consolidated statement of recognised
Income and expense
67 Consolidated balance sheet
68 Consolidated statement of cash flows
70 Notes to the consolidated financial
statements
132 Heineken N.V. balance sheet
133 Heineken N.V. income statement
134 Notes to Heineken N.V.
financial statements
Other information
138 Auditor’s report
140 Appropriation of profit
141 Shareholder information
145 Countries and brands
152 Historical summary
154 Glossary
156 Reference information
01
Profile
Heineken is one of the world’s great brewers and is committed
to growth and remaining independent. The brand that bears
the founder’s family name – Heineken – is available in almost
every country on the planet and is the world’s most valuable
international premium beer brand.
Heineken aims to be a leading brewer in each of the markets in which we operate and
to have the world’s most prominent brand portfolio. Our principal
brands are Heineken® and Amstel®. In addition to these, we have more than 170
international, regional, local and specialty beers around the globe, brewing a Group
beer volume of 139.2 million hectolitres. Our other leading brands include
Cruzcampo®, Tiger®, Żywiec®, Birra Moretti®, Ochota®, Primus® and Star®.
We have the widest presence of all international brewers, thanks to our global
network of distributors and 119 breweries in more than 65 countries. In Europe
we are the largest brewer and distributor of beverages.
Our global coverage is achieved through a combination of wholly-owned companies,
licence agreements, affiliates and strategic partnerships and alliances. Some of our
wholesalers also distribute wine, spirits and soft drinks. Our brands are well established
in profitable, mature markets, whilst the popularity of our beers is growing daily in
emerging beer markets.
Marketing excellence and innovation are key components of our growth strategy.
In everything we do, it is the consumers and their changing needs that is at the heart
of our efforts.
We also fully acknowledge our role in society. Social responsibility and sustainability
underpin everything we do. We will continue expanding initiatives to combat alcohol
abuse and misuse and we will work hard to reach the highest environmental standards
in the industry.
History
The Heineken story began more than 140 years ago in 1864 when Gerard Adriaan
Heineken acquired a small brewery in the heart of Amsterdam. Four generations
of the Heineken family have been passionately involved in the expansion of the
Heineken brand and the Company throughout the world.
Employees
In 2007, the average number of people employed was 54,004. Their hard work
and commitment are the basis of our Company’s success.
Heineken N.V. Annual Report 2007
02
Our performance
highlights
Revenue +6.2%
€12,564 million
• Net profit (beia) increased by 20.4 per cent, the best
performance for the past nine years, driven by an increase
in EBIT (beia).
EBIT (beia) +17.6%
€1,846 million
Net profit (beia) +20.4%
€1,119 million
Consolidated
beer volume +7.1%
119.8 million
hectolitres
Heineken volume in
premium segment +10%
24.7 million
hectolitres
• Consolidated beer volume grew by 7.1 per cent to 119.8 million
hectolitres of which only 0.5 per cent was attributable to the
first time consolidation of newly-acquired companies.
• Volume of the Heineken brand in the international premium
segment grew 10 per cent to 24.7 million hectolitres, increasing
Heineken’s worldwide share in the segment.
EBIT (beia)
In millions of EUR
Net profit (beia)
In millions of EUR
2003
1,357
2003
806
2004
1,377
2004
803
2005
1,392
2005
2006
1,569
2007
2006
1,846
Consolidated beer volume
In millions of hectolitres
2003
2004
2005
2006
2007
840
930
2007
1,119
Heineken volume
vo
in premium segment
85.2
2003
96.7
2004
2005
100.5
111.9
119.8
2006
2007
18.5
19.2
20.1
22.5
24.7
03
Key figures1
Results
In millions of EUR
2007
2006
Change in %
12,564
1,528
1,846
807
1,119
2,292
2,568
1,926
343
745
11,829
1,569
1,211
930
2,618
2,346
1,914
294
1,122
6.2
(16.6)
17.6
(33.4)
20.4
(12.5)
9.5
0.6
16.7
(33.6)
12,968
5,404
1,926
21,639
12,997
5,009
1,914
17,654
(0.2)
7.9
0.6
22.6
Results and balance sheet per share of €1.60
Weighted average number of shares – basic
489,353,315
1.65
Net profit
2.29
Net profit (beia)
0.70
Dividend (proposed)
1.52
Free operating cash flow
11.04
Equity attributable to equity holders of the Company
Share price as at 31 December
44.22
489,712,594
2.47
1.90
0.60
2.29
10.23
36.03
(33.2)
20.4
16.7
(33.6)
7.9
22.7
54,004
57,557
(6.2)
12.2%
11.8%
15.5%
0.75
30.7%
57.9%
22.7
15.5%
14.1%
27.5%
0.82
31.6%
105.6%
19.7
(21.3)
(16.3)
(43.6)
(8.5)
74.5
(45.2)
15.2
Revenue
2
EBIT
EBIT (beia)2
Net profit
Net profit (beia)2
EBITDA2
EBITDA (beia)2
Net debt
Dividend (proposed)
Free operating cash flow2
1,832
Balance sheet
In millions of EUR
Total assets
Net debt position
Market capitalisation
Employees
In numbers
Average number of employees pro rata
Ratios
EBIT as % of revenue
EBIT as % of total assets
Net profit as % of average shareholders’ equity
Net debt/EBITDA (beia)
Dividend % payout
Cash conversion rate
EBITDA/Net interest expenses
1
2
Please refer to the ‘Glossary’ for definitions.
‘EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free operating cash flow’ are not financial measures calculated
in accordance with IFRS. Accordingly, it should not be considered as an alternative to ‘results from operating activities’ or
‘profit’ as indicators of our performance, or as an alternative to ‘cash flow from operating activities’ as a measure of our
liquidity. However, we believe that ‘EBIT, EBIT (beia), net profit (beia), EBITDA, EBITDA (beia) and free operating cash flow’ are
measures commonly used by investors and as such useful for disclosure. 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. For a reconciliation of ‘results from operating activities’, ‘profit’ and ‘cash flow from operating activities’ to ‘EBIT, EBIT
(beia), net profit (beia), EBITDA, EBITDA (beia) and free operating cash flow’ we refer to the financial review on pages 47 to 51.
04
Milestones 2007
Important highlights
March
Amstel in
South Africa
Heineken regains control
of Amstel Lager in South
Africa, following an
arbitration award by
the International Court
of Arbitration of the
International Chamber
of Commerce in favour
of Amstel.
In addition, Heineken takes
an in-principle decision
to construct a brewery
in South Africa.
Amstel Lager will be
marketed, sold and
distributed in South Africa
through brandhouse
Beverages (Pty)
Ltd., the Cape Townheadquartered joint
venture between
Heineken, Diageo and
Namibia Breweries.
Until the new brewery
is completed, the
production of Amstel
Lager will be brewed in
existing Amstel breweries
in Europe and transported
to South Africa.
New UEFA
Champions
League
advertising
campaign
Heineken launches a new
advertising campaign for
the Heineken brand and
the UEFA Champions
League partnership, which
establishes the new theme
“Enjoyed together around
the world.” This new
campaign builds on
the truly international
premium status of both
Heineken and the UEFA
Champions League.
May
June
Heineken and
FEMSA sign
ten year
import
agreement
for the USA
Krušovice
Brewery
in Czech
Republic
Heineken and Fomento
Económico Mexicano,
S.A.B. de C.V. (‘FEMSA’)
extend their existing
three-year relationship
in the United States for
a period of ten years,
effective 1 January 2008.
Heineken USA will
continue to be the sole
and exclusive importer,
marketer and seller of
the FEMSA beer brands,
Dos Equis, Tecate, Tecate
Light, Sol, Bohemia and
Carta Blanca, in the USA.
Heineken announces
the acquisition of
Krušovice Brewery
in the Czech Republic
from Radeberger Gruppe
KG. As a result of this
transaction, the market
share of Heineken in
the Czech Republic will
increase to 8 per cent,
with total volumes of over
1.6 million hectolitres,
improving Heineken’s
position in the market
to number three.
This acquisition provides
a strong opportunity
to accelerate top-line
growth in the Czech
market. The Krušovice
brand is very popular
among local consumers
and Heineken is confident
that with appropriate
commercial investment,
this brand has clear
potential to grow.
05
September
October
December
Rugby World
Cup 2007 in
Paris
Heineken and
Carlsberg to
bid for
Scottish &
Newcastle
Acquisitions in Serbia
and Belarus
Heineken launches its
new campaign entitled
‘Continental Shift,’
officially starting the
countdown to the opening
game of Rugby World
Cup 2007 in Paris on
7 September. Heineken
was once again the Official
Beer of the Rugby World
Cup and holds Official
Sponsor status.
Referring to a new
campaign theme ‘One
World, One Cup, One
Beer’, Heineken presented
a TV commercial in which
thousands of fans from all
over the world show their
passion for the game of
rugby and for Heineken
beer. The television
commercial was shot
in a number of iconic
locations around the
world, and is based around
the idea that rugby fans
would do anything to get
to Rugby World Cup 2007.
Heineken and Carlsberg
confirm their intention
to make an offer for the
entire issued share capital
of Scottish & Newcastle
plc. Through the deal,
it is intended that
Heineken will ultimately
obtain a number 1
position in the UK and
number 2 positions in the
key markets of Portugal,
Ireland, Finland and
Belgium, as well as greater
exposure to developing
markets and segments,
with positions in India and
the US import market.
Carlsberg will ultimately
acquire Scottish &
Newcastle’s interests
in Russia (BBH), France
and Greece.
Heineken announces the
acquisitions of the Rodic
Brewery, in Novi Sad,
Serbia and of the Syabar
Brewing Company, in
Bobruysk, Belarus.
Rodic was established
in 2003 and employs
282 people. The Rodic
Brewery facility is a stateof-the-art, 1.5 million
hectolitre brewery,
located in Novi Sad,
northern Serbia.
The company’s portfolio
consists of the beer
brands MB Premium, MB
Pils and Master. Total 2007
sales volume is estimated
at 500,000 hectolitres.
The Syabar Brewing
Company has been
operational since October
2005 following the
reconstruction of a stateowned brewery, employs
280 people and is located
in Bobruysk, 140 km
south-east of Minsk.
The portfolio consists
of the national
mainstream beer brand
Bobrov, which holds the
number two position
in the market and the
recently introduced
premium brand Syabar.
2007 sales volume is
estimated at 600,000
hectolitres, compared
to 370,000 hectolitres
in 2006.
In January 2008, the board
of Scottish & Newcastle
recommends the terms
of a cash offer to its
shareholders.
06
Chief Executive’s Statement
2007 was an outstanding year. We
executed our plans faster, more
efficiently and with greater impact
than ever before. Alongside this, we
maintained our focus and insistence
on performance and delivery. We will
not be complacent though and will
continue to focus on delivering what
we have promised.
2007 was a very strong year for Heineken.
We significantly exceeded the expectations set at
the start of the year in terms of profit growth and
we delivered on our ambitious cost-reduction
targets. Along the way, we made good progress
towards becoming an organisation in which
performance and focus on consumer needs are
the key drivers of our strategic agenda.
Our success is clearly reflected in the results we
achieved against our key metrics:
• Organic growth in net profit (beia) up
22.6 per cent
• Organic revenue growth up 7.3 per cent
• Organic consolidated beer volume growth
up 6.5 per cent
• Heineken® growth in the premium segment
up 10 per cent.
07
This is a great achievement and I would like
to thank our employees, and our trade and
business partners for playing their part in
this performance.
increased shareholder returns. In particular, we
will have an important new distribution platform
in the UK and other markets to drive growth of the
Heineken brand.
All regions contributed to growth
Our results also reconfirmed that we continue
to benefit from our ability to extract value from
our mature markets. Nowhere is this more evident
than in Western Europe where, despite the
challenging market conditions, we significantly
outperformed the sector with EBIT (beia) growth
of 5.1 per cent.
Our acquisition strategy is focused on building
leadership positions in markets where we operate.
Scottish & Newcastle UK is the leading brewer
and cider producer. Hartwall in Finland, Centralcer
in Portugal and Alken-Maes in Belgium command
respectable number two positions in their
respective countries. We will also reinforce our
business platforms in both Ireland and the USA.
Last but not least the significant stake in India’s
leading brewer UBL will open tremendous
opportunities for the future.
Performance from our Central and Eastern
European (CEE), African and Asian markets was
outstanding and are beginning to deliver on their
potential for both profit and volume growth. CEE is
our second largest profit pool. Consolidated volume
grew by 9 per cent and EBIT (beia) rose by 22 per
cent. With an 18 per cent volume growth and
41 per cent EBIT (beia) increase, Africa and Middle
East was the fastest growing region in 2007. The
Americas region was again consistent in growing
both its consolidated volumes and EBIT (Beia)
and our Asia Pacific region continued its positive
growth in volumes, revenue and profitability.
In the first half of 2007 we also made two very
positive steps, which will help us to maintain strong
regional and market performance in the future.
Firstly, in May, we renewed the sales and marketing
agreement with our partners FEMSA in the USA
for a further 10 years. This will allow our American
operation to mature into a true portfolio business,
firmly positioned in the growth segment of the
US beer market. Secondly, we regained control
of the Amstel brand in South Africa and decided
to construct a brewery there. This will mean
a stronger, more profitable business in partnership
with Diageo and Namibian Breweries.
Scottish & Newcastle: a strategic acquisition
The second half of 2007 was dominated by our
planned acquisition of Scottish and Newcastle
plc., in combination with Carlsberg. This strategic
acquisition, which is still subject to approval of the
relevant authorities, will reinforce our position in
Europe, and will drive a sizeable, reliable cash flow
and profit stream to support future expansion and
Alongside this, we will have acquired some very
strong, complementary brands such as Newcastle
Brown Ale, Foster’s and Strongbow cider, which
have international appeal and potential.
I would like to take this opportunity to wish all our
new employees, business partners and customers
a very warm welcome to Heineken. These are
exciting times for all of us and we will continue to
build on the superb heritage and sterling past
performance of Scottish & Newcastle.
Priorities for action
We remained focused on our four Priorities for
Action:
•
•
•
•
Accelerate top-line growth
Accelerate efficiencies
Accelerate speed of implementation
Focus on selective opportunities.
Looking back at the past few years, much has been
achieved in terms of top-line growth. For the year
2005 we announced revenue growth of 7.3 per
cent, of which 2.2 per cent was organic. For 2006,
revenue growth had risen to 9.6 per cent, of which
7.1 per cent was organic. In 2007, we once again
increased our positive annual revenue growth by
6.2 per cent, of which 7.3 per cent is organic.
We have also significantly grown the Heineken
brand – our key strategic asset – which again
showed excellent growth of 10 per cent in 2007.
Heineken N.V. Executive Board
Left: Jean-François van Boxmeer
Chairman of the Executive Board/CEO
Right: René Hooft Graafland
Member of the Executive Board/CFO
08
Chief Executive’s Statement continued
The market-by-market implementation of our
brand portfolio reviews is well under way. It has
clearly delivered growth on many of our leading
regional and national brands such as Primus
(+14.5 per cent), Star (+13.1 per cent), Ochota
(+14.5 per cent), Cruzcampo (+1.7 per cent),
Żywiec (+8.2 per cent), Gulder (+10.9 per cent),
Goldenbrau (+15.5 per cent) and Three Bears
(+46.2 per cent).
This focused approach to investment in brand
building, innovation and execution is ultimately
what allows us to increase our profitability.
Key in our drive for efficiency is our ‘Fit2Fight’
three-year-cost reduction programme, aiming
to save €450 million (including inflation) before
tax from our fixed cost base over the period
2006–2008. This year, the second year of the
programme, we delivered additional gross savings
of €191 million. To date, as we promised we would,
we have realised, €305 million or 68 per cent of
the total programme.
The savings are flowing through to the bottom line,
enhancing our profitability. In combination with
stronger top-line growth, this has delivered the
strongest operational profit growth in many years.
The Fit2Fight rationale and the techniques for
achieving it are becoming more and more
embedded in the organisation and are crossing
all disciplines.
Looking ahead to 2008, we will complete our
Fit2Fight programme on time and with the stated
level of savings.
Accelerate speed of implementation
We have begun the implementation of an internal
project on information logistics, which will support
and simplify our Company-wide decision-making
processes, by ensuring that the right level of
accurate information on any aspect of our business
is available in a timely manner.
In parallel, we have made good progress on
our major business-wide change programme to
centralise IT and to introduce common systems
and processes.
09
Ultimately, however, it is not about processes and
systems. It is about whether we do or do
not implement decisions more quickly. For me,
there is no better example of this than our
experience in South Africa, where from a virtual
standing start in March of 2007, we had Amstel
back on the market and in the hands of our
consumers by September. Within six months, we
had brewing, packaging, shipping, marketing, sales
and distribution up and running and delivering for
our consumers and trade partners – a great
achievement.
Focus on selective opportunities
Although the focus during 2007 was of course
on our planned acquisition of parts of Scottish
& Newcastle, we were also active on other fronts.
Total investment in acquisitions amounted to
€245 million net of cash acquired, with much of this
focused on markets in Central and Eastern Europe.
In Vietnam, thanks to our acquisition in 2007,
we are now the number two brewer with Heineken
brand volumes of more than one million
hectolitres. In the Czech Republic, we acquired
the Krušovice Brewery, a strategic addition
considerably narrows the gap between the number
two brewer and Heineken.
In December 2007 we acquired the Rodic Brewery
in Novi Sad in Serbia and announced the acquisition
of Syabar Brewing Company in Belarus. In January
2008 we acquired Tango Brewery in Algeria, and
announced a cooperation with Efes Breweries in
Uzbekistan, Serbia and Kazakhstan.
Thanks to our performance-driven approach and
our strategic focus, at the beginning of 2008,
I believe that we emerged stronger, more efficient,
and more competitive than we were a year ago.
Looking ahead, we will continue to invest the
energy of our people and resources of our
business into ensuring that environmental and
social sustainability remain high on our agenda.
We will strengthen our existing commitment to
responsible consumption activities in partnership
with our employees, the industry and third parties
in order to play an active role in addressing
alcohol misuse. In addition, we will maintain our
focus on meeting the environmental and safety
targets that we have set ourselves. Our 2007
Sustainability Report will once again transparently
set out what we have done and what we have
achieved in this regard.
In 2008 and beyond, we remain resolute in
our desire and determination to deliver value
for all our shareholders through the sustainable
growth of our business and our position in the
global beer market.
Jean-François van Boxmeer
Chairman of the Executive Board/CEO
Amsterdam, 19 February 2008
All these transactions take us forward in both our
strategy to become the number one or two player,
in key identified markets where we see
opportunities to grow the Heineken brand.
10
Outlook 2008
This outlook for 2008 provides further information
on general developments in the international beer industry,
their effects on Heineken’s position, its profit forecast and
its capital investments.
Full-year profit outlook
Heineken expects that 2008 will be another year
of good organic growth in net profit, based on
a further improvement in sales mix, better prices,
higher beer volume and savings in fixed costs.
The international premium segment will continue
to grow at a higher rate than that of the overall
beer market and the Heineken brand will benefit
from this trend. In its last year, the Fit2Fight
cost-savings programme is expected to deliver
approximately €150 million of gross costs savings
thus delivering in full the Fit2Fight programme
launched at the beginning of 2006.
As a result of worldwide input cost inflation,
Heineken expects a 15 per cent price increase
in its raw material and packaging costs. The
Company expects that it will be able to pass on
the impact of the increased input and energy costs
in most of its markets. Due to the uncertainties
around the possible impact of worldwide
consumer price inflation and weakening
economies on consumer spending and beer
consumption, it is too early to make a reliable
estimate of volume levels for 2008.
Heineken expects the capital expenditure related
to property, plant and equipment to total around
€1.2 billion in 2008. Part of this investment is
related to capacity expansion and the construction
of new breweries in Central and Eastern
Europe, Asia and Africa. In principle, the capital
expenditures will be financed from the cash flow.
The total restructuring costs associated with the
Fit2Fight cost-savings programme is expected
to amount to about €225 million, of which about
€75 million will relate to 2008. As a result of costreduction programmes, the underlying downward
trend in the number of employees will continue.
11
In the event of a successful offer for Scottish
& Newcastle, Heineken’s share of the assets
will be consolidated for the first time when the
deal becomes effective.
The intended acquisition of the assets of Scottish
& Newcastle represents a significant strategic step
that will create strong platforms for future profit
and cash flow growth. It will enable the Company
to grow its flagship Heineken brand faster
in profitable markets and make the Heineken
Group the leading brewer in the highly profitable
European beer market. Following the transaction,
Heineken will hold 18 number 1 or 2 positions in
Europe. In Western Europe, where Heineken has
increased its profitability consistently, year after
year, Heineken will acquire number 1 and 2 market
positions in significant new profit pools.
The transaction will also add attractive brands with
international appeal such as Newcastle Brown Ale,
Foster’s, John Smith’s Bitter and Strongbow cider
to Heineken’s leading brand portfolio. In addition,
Heineken will acquire a 37.5 per cent stake in
United Breweries, the leading brewer in the still
small but fast-growing Indian beer market.
On a pro-forma annual basis, this acquisition
would add over 27 million hectolitres and revenues
of approximately €3.6 billion to Heineken, thus
becoming twice as big as the second player in the
European market.
12
Executive Committee
The two members of the Executive Board, the five Regional Presidents and five Group
Directors together form the Executive Committee. The Executive Committee supports
the development of policies and ensures the alignment and continuous implementation
of key priorities and strategies across the organisation.
1. Jean-François van Boxmeer (Belgian; 1961)
Chairman Executive Board/CEO
In 2001 appointed member of the Executive Board and from
1 October 2005 Chairman of the Executive Board/CEO. Joined
Heineken in 1984 and held various management positions in
Rwanda (Sales & Marketing Manager), DRC (General Manager),
Poland (Managing Director), Italy (Managing Director).
Executive Board responsibility: Heineken Regions, Group
Human Resources, Group Corporate Relations, Group Supply
Chain, Group Commerce, Group Legal Affairs, Group Internal
Audit, Company Secretary.
2. René Hooft Graafland (Dutch; 1955)
Member Executive Board/CFO
In 2002 appointed member of the Executive Board. Joined
Heineken in 1981 and held various management positions
in DRC (Financial Director), Netherlands (Marketing Director),
Indonesia (General Manager) and the Netherlands (Director
Corporate Marketing, Director Heineken Export Group).
Executive Board responsibility: Group Control & Accounting,
Group Finance, Group Business Development, Group IT
and Group Business Processes.
3. Didier Debrosse (French; 1956)
Regional President Western Europe
Joined Heineken in France in 1997 as Sales and Marketing
Manager, after having worked with Nivea and Kraft Jacobs
Suchard, where he had various commercial positions. He was
later appointed General Manager of Brasseries Heineken in
France. In 2003 he became Managing Director of Heineken
France and Regional President in 2005.
4. Marc Gross (French; 1958)
Group Supply Chain Director
Joined Heineken in Greece in 1995. In 1999 he became Regional
Technical Manager North, Central and Eastern Europe. In 2002
he became Managing Director of Heineken Netherlands Supply.
Prior to joining Heineken, he held various management roles
with international food and consumer businesses. He was
appointed Group Supply Chain Director in 2005.
1.
2.
5.
7.
9.
13
5. Siep Hiemstra (Dutch; 1955)
Regional President Asia Pacific
Joined Heineken in 1978 and worked in various commercial and
logistic positions. In 1989 he was appointed Country Manager
of Heineken Export based in Seoul, South Korea. Subsequently,
he held various management positions in several countries
including Papua New Guinea, Ile de la Réunion and Singapore.
In 2001 he was appointed Director of Heineken Technical
Services and Regional President in 2005.
6. Tom de Man (Dutch; 1948)
Regional President Africa and the Middle East
Joined Heineken Technical Services in 1971. Following this, he
held various management positions in Singapore, Korea, Japan,
Nigeria and Italy. From 1992, he was Group Production Policy &
Control Director. In 2003 he was appointed Managing Director
of Heineken’s operations in Sub-Saharan Africa and Regional
President in 2005.
7. Frans van der Minne (Dutch; 1948)
Group Human Resources Director
Joined Heineken in 1975 in sales. He held various management
positions in the export organisation. In 1988 he was appointed
General Manager of the Murphy Brewery, Ireland. In 1989 he
became Director of Heineken Export and in 1999 he became
Director of Central and Eastern Europe. He was appointed
President of Heineken USA in 2000 and became Group Human
Resources Director in 2005.
8. Nico Nusmeier (Dutch; 1961)
Regional President Central and Eastern Europe
Joined Heineken in 1985 as a management trainee and
graduated as a master brewer in 1988. Since then he has held
various management positions within Heineken in many parts of
the world. In 2001 he was appointed Managing Director of
Grupa Żywiec in Poland and Regional President in 2005.
9. Sean O’Neill (British; 1963)
Group Corporate Relations Director
Joined Heineken in 2004 following eight years in senior roles
within the alcoholic beverages sector. Prior to this, he held
management roles with a global communication and corporate
affairs consultancy based in the UK, Russia, the Middle East
and Australia. In 2005 he was appointed Group Corporate
Relations Director.
10. Stefan Orlowski (Polish/Australian; 1966)
Group Commerce Director
Joined Heineken in 1998, working as Vice-President & Managing
Director of Grupa Żywiec. From 2003 to 2006, he was Chief
Operating Officer, first of Brau Union AG and as of 2005, of
Central and Eastern Europe (C&EE) with direct responsibility
as Managing Director Central Europe for the Central European
markets and for Marketing, Sales and Distribution of C&EE.
In October 2007 he was appointed Group Commerce Director.
11. Floris van Woerkom (Dutch; 1963)
Group Control and Accounting Director
Joined Heineken in 2005 as Group Control & Accounting
Director, after having worked with Unilever for 18 years, where
he held various international positions including Finance Director
in Mexico and regional Vice-President Finance in Latin America.
12. Massimo von Wunster (Italian; 1957)
Regional President Americas
Worked with Wunster Brewery, a family-owned brewery
founded in 1879, before joining Heineken in 1995. He held
various positions within Heineken’s Italian organisation, before
being appointed Managing Director of Heineken Italia in 2001
and Regional President in 2005.
(Regional Presidents and Group Directors are shown in
alphabetical order.)
11.
6.
12.
10.
8.
4.
3.
14
Operational review
Our number one priority is to drive top-line
growth through the creation of a global
portfolio that combines the power of local and
international brands and with the Heineken
brand as the jewel in the crown.
Top-line growth
Top-line growth is the key measure of the strength
of a focused company. At the start of the year,
we set ourselves challenging targets in terms of
growing both profitability and volume across our
brand portfolio. Through a combination of focused
marketing investment, innovation, increased
emphasis on in-market execution, strong creative
marketing and a continuing commitment to
meeting consumer and customer needs, our topline performance across our brand portfolio in
2007 was strong with an organic 7.3 per cent
increase in revenue and a 6.5 per cent rise in
organic consolidated beer volume growth.
The Heineken brand
Nowhere was this growth more evident than
for the Heineken brand. For more than 125 years
the brand has been and continues to be at the
physical, emotional and financial heart of our
global portfolio. Throughout its history, successive
generations of managers and marketers have
made Heineken the world’s most valuable
international premium beer brand. 2007 once
again saw strong growth. Volumes of the brand
in the international premium segment grew
considerably by 10 per cent, driving further
growth in the brand’s share of the segment.
15
Heineken volume by region
• Western Europe*
• Central and Eastern Europe
• Americas
• Africa and Middle East
• Asia Pacific
Total
7.5
30.4%
2.6
10.5%
Global breakdown of brands
9.1
36.8%
Heineken
28.0
1.6
6.5%
Amstel
10.6
7.6%
3.9
15.8%
Other
100.6
72.3%
24.7
100%
Total
139.2
100%
20.1%
* in premium segment
16
Operational review continued
Impressively, the Heineken brand grew volume,
value and share across all regions, further
strengthening its position as the only truly
international premium beer. Of particular note is
the double-digit growth achieved by Central and
Eastern Europe, Africa and Asia Pacific. This now
provides a very positive balance to the brand’s
already strong performance in more mature
markets. The growth and higher contribution of
the Heineken brand continues to be an important
driver of our profitability and our outperformance
of the sector.
Innovation continues to contribute considerably
to top-line growth. In 2007, volume growth from
innovation grew more than 80% and total volume
from innovation passed 1.2 million hectolitres. In
its first full year of sales, the growth of Heineken
Premium Light was fuelled by strong repeat
purchase, and the expansion of packaging choices
for consumers with the launch of a ‘slim’ can and a
5-litre DraughtKeg.
2007 was another very successful year for
DraughtKeg. This unique 5-litre ‘go anywhere’
draught system provides an exciting beer
experience to share with friends. Driven by the
strong volume growth, in 2007 the focus was on
up-scaling the DraughtKeg supply chain and rolling
out systems to more markets. As a result,
DraughtKeg is now selling in 94 markets.
Since the launch of BeerTender, the genuine home
draught beer experience, more than 300,000
appliances have been sold worldwide.In 2007,
Heineken successfully combined DraughtKeg and
BeerTender innovations with a unique one-way
DraughtKeg for BeerTender. Based on the positive
results in France, this innovation was launched
in Greece and piloted in the USA. In 2008,
other countries will follow. Innovations such as
DraughtKeg and BeerTender, clearly differentiate
Heineken from our competitors.
17
Five years following the introduction, the David
draught beer system aimed at lower volume
on-trade outlets, is available in 85 markets. During
the year, we also made good progress on the
mobile Xtreme Draught concept, the next
generation of the David system. Xtreme Draught
uses either the new ‘Ten Can’ (10-litre draught keg)
or the standard 20-litre David keg, making it
flexible and easy to use. It also means optimal
freshness for the beer and a better experience for
both customer and consumer. The new system is
now available in 25 countries around the world.
Finding new and faster ways to grow volume
is the key rationale behind the roll-out of our Extra
Cold programme which adds value to the Heineken
brand equity and which is now available in more
than 100 markets.
As we move into 2008, all these programmes will
continue to be driven at a market level to address
specific consumer needs or to ensure we are able
to offer the consumer a quality Heineken brand
experience across the spectrum of consumer
drinking occasions.
‘One World, One Cup, One Beer’ was the motto for
the fully-integrated campaign for the 2007 Rugby
World Cup held in France. Throughout the seven
weeks of competition, Heineken had a massive
presence around the stadia, the tournament and
in the world’s media. We also entertained 8,000
guests, including consumers and trade partners
from more than 30 markets.
The Heineken brand’s UEFA Champions League
(UCL) sponsorship also leveraged the credibility
and authority of the brand. The programme was
supported by centrally developed international
commercials and break bumpers, on air in 156
countries, as well as consistent communication
material and trade support programmes. At the
tournament final in Athens, the culmination of
more than nine months of in-market activity, we
broke our own record for guests at a single event
when we hosted more than 1,100 guests from
around the world. The first UCL Trophy Tour to Asia
With Heineken now available in almost every
country in the world, Heineken is literally the only
beer brand in the world that can develop and
deliver major international marketing initiatives
with such authority and credibility. In 2007, we
again used this credibility as a way to clearly
differentiate the Heineken brand from its
competitors and as a way to bring the brand alive
for consumers and trade partners.
18
saw over 50,000 consumers have their picture
taken with the trophy and attracted a TV audience
of more than 200 million people.
However, we do not solely strategically promote
the brand. Over the last few years, we have been
building a reputation for innovative use of film as a
way of reaching our target consumers. With ‘The
Matrix’ and ‘James Bond’ franchises already a part
of this approach, in 2007 we again sought a
high-profile opportunity to continue the success.
We chose ‘The Bourne Ultimatum’, which we
successfully integrated into our global marketing
campaigns. Music also remains a key sponsorship
area for the Heineken brand with more than 100
Heineken supported or sponsored large music
events worldwide, including our global music event
‘Thirst Studio’.
2007 was notable for taking the first steps in
re-balancing our approach to marketing and sales.
In the past few years, we have made a significant
investment in the architecture, strategy and
communication platforms for our major brands.
This has undoubtedly helped us drive some of the
growth that we are now seeing. What we began
during 2007 though was a series of marketing and
sales workshops with the clear objective to
improve the in-market execution of the plans we
have developed – in effect, ensuring that we get
the maximum return from the investments we
have already made.
During 2008, the focus on marketing and
communication excellence will accelerate.
Ultimately, our aim is to have the same levels
of competence across our business for delivery
of sales and distribution that we have traditionally
had for creative and consumer communication
development.
The Amstel brand
The Amstel brand is another important pillar within
our global portfolio, with availability in more than
100 markets and global volume of 10.6 million
hectolitres. 2007 was a pivotal year for Amstel
with a number of significant developments which
helped to set the brand’s course for the future.
In March 2007, we regained control of Amstel in
South Africa, one of Amstel’s biggest markets. In
the short term, we have established a supply chain
out of Europe. In 2010 we will switch to local
production, following the completion of a brewery
in South Africa.
19
Amstel volume
2003
11.0
2004
11.1
2005
11.4
12.2
2006
2007
Sustainability
As one of the world’s leading brewers, Heineken
creates value and enjoyment for millions of people
around the world through brewing, marketing and
selling high-quality beers. We are proud of this.
10.6
Just as with Heineken Premium Light, the Amstel
Pulse line extension was a significant driver of
the brand’s growth during 2007 and will continue
to be so in 2008. During 2007, we added both
Hungary and New Zealand, to the list of existing
markets where Amstel Pulse is developing a strong
consumer franchise.
In the USA, Amstel Light did not achieve the
growth we had targeted. We are looking at every
aspect of the brand, from its positioning in the
segment to packaging and communication. We
are introducing new programmes to rejuvenate
the brand and help it regain its position in the
profitable imported light segment.
At the same time, we are fully aware that we have
an important role to play in society at large and in
the lives of all our stakeholders. These include our
employees, customers and suppliers who depend
on us for their income, our consumers who enjoy
our beers, our shareholders who seek a healthy
return on their capital and the communities in
which we operate which rely on us to be a good,
corporate citizen.
In all of our actions, we seek to balance commercial
reality with social responsibility. It is not an easy
task and it ultimately means that we can never
20
groups at a European level and seeks to adopt
a multi-stakeholder approach to addressing alcoholrelated harm. In December 2007, we made a series
of commitments to the Forum which built on the
two pillars of our alcohol policy: adherence to
our alcohol and work programme, training in and
compliance with our internal Rules for Responsible
Commercial Communication and the Enjoy
Heineken Responsibly initiative. We are evolving
our approach to promoting the responsible
consumption of our products by developing
strategic alcohol partnership programmes in many
of our markets, designed to educate consumers
and spread the responsible consumption message.
meet the expectations of all of our stakeholders all
of the time. However, understanding their needs
through dialogue improves our decision-making and
helps us strike a better balance more of the time.
It is this philosophy that underpins our approach
to sustainability and to meeting our obligations as
a brewer. It was also a key driver behind our decision
at the start of 2007 to focus on the seven areas
where we as a business have the most impact on
society:
•
•
•
•
•
•
•
Energy consumption and CO2 emission
Waste water consumption and discharge
Safety of our employees and installations
Quality and availability of raw materials
Supply chain responsibility
Responsible beer consumption
Impact on developing markets.
Through focus, and the establishment of clear
targets in each of these areas, we drive the
continuous improvement in our sustainability
performance. In 2007 we took a significant step,
which reflected this philosophy and reinforced
our long-standing commitment to responsible
consumption, by becoming a founding company
member of the European Forum on Alcohol and
Health. This Forum brings together all stakeholder
Alongside the Forum, we continued our
participation in and membership of international
industry groups such as the International
Centre for Alcohol Policies (ICAP), Global Alcohol
Producers Group and the Brewers of Europe.
We also worked in local partnerships with other
non-industry stakeholders to address specific
issues associated with alcohol abuse.
In 2007, we began the roll-out of the Heineken
Supplier Code to our operating companies.
Although it is still too early to report specific
results, the first comments we received from
the relevant markets are promising. All our Group
suppliers – representing a purchasing value of
over €1.5 billion – have indicated that they are in
compliance with our Code and integration of the
Supplier Code in regular quality audits has started.
Like every energy consumer, we are facing the
global energy challenge: increased cost for fossil
fuels due to a larger demand and decreasing social
acceptance of CO2 emissions. To curb the increase
of fuel consumption due to increased production,
we have set a long-term target to improve efficiency
of our energy consumption by 15 per cent in 2010
as compared to 2002. This target is integrated
in our Total Productive Management programme
and management systems, as a result of which the
energy performance of each individual brewery
is monitored on a quarterly basis.
21
We will never claim to be perfect or to have the
balance exactly right. We are though pleased that
in 2007, once again, our sustainability efforts were
recognised by our continued inclusion in the Dow
Jones Sustainability Index (first within our global
industry category) and membership of the
FTSE4Good index.
We realise that we do not have the answers
to every question. In 2007 our role as
a signatory to the UN Global Compact increasingly
enabled us to learn from other organisations in
other industry sectors in different parts of the world.
More information about where we have and
where we have not fully achieved our objectives
can be found in our 2007 Sustainability Report,
which will be published in April 2008. This report
and other information can be found on our website
and we invite you to read it and to let us know
what you think.
Our people are the basis of our success. Effective
management, leadership and reward systems are
essential to enabling growth of our pelple and our
business.
The programmes initiated in 2006, were continued
in 2007. Based upon benchmark research, we
started a project to enhance consistency and
reliability of our Human Resources data across
the Group and to align the information among
a number of systems.
We developed a technically improved, more
focussed – and in some areas a somewhat
simplified – performance management system
which will become effective in 2008. This will
better support us in developing good leaders and
in employing the right people in the right job at the
right time.
Job Family Modelling was introduced for Senior
Management jobs across the Group. Job Families
Geographical distribution of personnel
In numbers (pro rata)
• Western Europe
• Head office
• Central and Eastern Europe
• Americas
• Africa and the Middle East
• Asia Pacific
* in the Netherlands
14,737*
747
21,237
3,265
10,232
3,786
3,909
form a global platform for consistent and
transparent execution of major HR processes,
including capability building, career pathing,
performance management and job grading.
The consistency and transparency provided
by this platform allows us to become far more
effective and efficient in the provision and
execution of transactional HR operations.
We continued to monitor the improving climate
of our organisation and the level of employee
engagement and were able to roll out a tool that
can be used by the operating companies to give
both management and employees an insight into
how the Company climate and working conditions
are perceived.
In the year under review, undivided attention
was given to the health and safety of our
employees, in particular to the work safety
conditions in different parts of the world.
In 2007, the average number of employees
(pro rata) decreased from 57,557 to 54,004.
22
Regional review
Western Europe
“Our region benefited from the
success of our innovations: profit
grew and the Heineken brand
continued to gain share. DraughtKeg
achieved an increase in sales
and the roll-out of the Extra Cold
programme was accelerated.
We will continue to invest in
innovation in order to create
opportunities.”
Didier Debrosse
President Heineken Western Europe
Revenue
€5.5 billion
EBIT (beia)
€665 million
31.9 million hectolitres
Heineken volume in premium segment
32.8
2004
32.2
2005
31.9
2006
32.1
2007
31.9
In 2007, Heineken continued to invest in its key
brands and in innovation. In the first half of 2007,
two additional filling lines for DraughtKeg were
installed in the Netherlands, increasing production
capacity to more than 1 million hectolitres. As
a result, supply and demand were better aligned
and DraughtKeg was able to achieve a significant
increase in sales, doubling volume versus 2006.
Additionally, the roll-out of the Extra Cold beer
programme was accelerated, with the installation
of Extra Cold fridges or draught installations in
more than 22,000 outlets.
Consolidated beer volume in Western Europe
was 0.6 per cent lower at 31.9 million hectolitres.
Higher volumes were achieved in Spain, Italy, the
UK, Ireland and in the export markets in the Nordic
region. However, lower volumes in France, the
Netherlands and Switzerland offset these gains.
EBIT
€410 million
2003
In Western Europe, Heineken realised good profit
growth driven by the premiumisation of the beer
market, higher prices and the delivery of cost
savings resulting in an EBIT (beia) increase of
5.1 per cent. Revenue grew 1.9 per cent to
€5,450 million.
23
In this challenging environment the Heineken
brand continued to gain market share, organically
growing volume in the premium segment by 7 per
cent. All countries in the region recorded higher
volumes of the brand, with Spain, France, and Italy
accounting for 67 per cent of the total increase.
A new brewery in Seville
Spain is a key market for Heineken. The beer market enjoys longterm growth in terms of volumes and profitability, driven by an
increasing population, a strong on-trade and a healthy growth of
premium beers.
Heineken España, one of the most prominent players in the Spanish
market, currently operates five breweries located in Arano, Jaen,
Madrid, Seville and Valencia, brewing 11.4 million hectolitres
consolidated beer volume across 20 brands.
Capacity utilisation is high, running as high as 100 per cent in
the peak of the summer season over the last few years. Capacity
constraints increased at the brewery in Seville, which was located
in the middle of a residential area, where expansion possibilities
were lacking and vehicle access was limited. In 2005 Heineken
España compared the cost of investing in a new brewery with the
cost of expanding the existing brewery and on the basis of that
decided to construct a greenfield brewery, just outside of the city.
Construction started in early 2006 and the new brewery has been
fully operational since January 2008.
This new brewery in Seville is particularly important to Heineken:
it is the first greenfield in the Western European beer industry
landscape in the past 25 years and one of the largest breweries in
the Group in terms of volume. It marks our strong commitment to
the growing Spanish market as well as our continuous drive for cost
efficiency gains and technical improvements.
The brewery has a capacity of 4.5 million hectolitres and a technical
capacity of 5.2 million hectolitres. It boasts an efficiency ratio
which is twice that of the old brewery. Total investment (including
the site itself) amounted to €220 million. Thanks to state-of-the-art
technology and higher production volumes, the new brewery will
generate annual savings before taxes of €25 million as of 2008.
In August 2006, Heineken España sold the land and buildings of the
old brewery, realising a book gain of €320 million before tax. The
old site will be closed.
24
Regional review – Western Europe continued
The Netherlands
Consolidated beer volume 5.5 million hectolitres
Market share
48.7 per cent
Market position
1
France
Market share
31.2 per cent
Market position
2
Revenue of Heineken Netherlands was only
fractionally down as the increase in selling prices
across the portfolio compensated most of the
effect of lower volumes. The Heineken brand
maintained its market share, whilst Amstel brand
volumes decreased, largely due to a higher-thanaverage price increase. Organic growth in
EBIT (beia) was strong, driven by efficiency
improvement across the supply chain.
EBIT (beia) grew driven by improvement in the
price and sales mix and cost reduction. Revenue
increased slightly. The Heineken brand increased
its market share, posting 7 per cent growth on the
back of continuous innovation and the introduction
of new consumer packs. In the last quarter of 2007,
the Heineken brand gained the leadership position
in the off-trade segment. The Pelforth Blonde
brand developed positively during the year.
Total beer volume of Heineken France was
lower, particularly in the on-trade due to the
effects of mixed weather and lower volumes
of low-priced beers.
Innovation initiatives proceeded at fast pace in the
Heineken brand’s home market: Extra Cold beer
installations are now available in 10 per cent of
the on-trade outlets where Heineken’s brands are
served. The first of a new Amstel franchise bar, the
Loca cafes was opened in 2007 with more to follow
in 2008.
A new cider-based drink, Jillz, was tested in two
Dutch cities and resulted in positive consumer and
on-trade reactions. A further roll-out is planned
for 2008.
Volume at Vrumona, the soft drinks company in
the Netherlands, was lower due to unfavourable
summer weather, however EBIT (beia) improved.
The one-way BeerTender, introduced in October
2006, has now sold more than 100,000 appliances.
Italy
Market share
31.1 per cent
Market position
1
Volume of Heineken Italia increased, driven by the
positive performances of its key brands Heineken
and Birra Moretti. The Heineken brand grew
by 5.4 per cent and reached the 1.5 million
hectolitres mark; Moretti continued to grow,
selling more than 2 million hectolitres, extending
its leadership in the off-trade segment. The roll-out
of Moretti 0/0, the alcohol-free beer is on track.
25
Both revenue and EBIT (beia) increased, driven
by higher volumes, better prices implemented
early in 2007, and an improvement in the sales
mix. The Ten-Can, a 10-litre keg, which can be
combined with the mobile Xtreme draught beer
unit was successfully launched.
Spain
Market share
31.0 per cent
Market position
1
Volume at Heineken España grew healthily and its
market share improved.
The Heineken brand was the main driver behind
the good performance. Volume of the brand
grew almost 8 per cent as a result of focused and
innovative marketing, the successful nationwide
introduction of DraughtKeg and the roll-out of the
Extra cold beer programme.
Cruzcampo, Heineken España’s mainstream brand,
grew 2 per cent in Andalusia, its home region.
Cruzcampo lager benefited from the halo effect
of the recently introduced Cruzcampo Light, which
sold 60,000 hectolitres during the year. Revenue
and EBIT (beia) increased as a result of the positive
volume trend and a better sales and price mix.
United Kingdom
Market share
1.1 per cent
Consolidated beer volume exceeded 0.5 million
hectolitres. Volume of the Heineken brand
increased 20 per cent, continuing its strong
momentum and exceeding 0.4 million hectolitres
in a market that was affected by exceptionally
poor weather and the introduction of a smoking
ban in the on-trade channel. Consumer acceptance
of the premium positioning of Heineken is rising
further also driven by the high-profile introduction
of the DraughtKeg and the eye-catching ‘continental
pour’ advertising campaign. Marketing investment
in the Heineken brand was at a high level and as
a result, EBIT (beia) remained negative.
Ireland
Market share
22.2 per cent
Market position
2
The Heineken brand continued to grow its volume
in the Irish market by 3.5 per cent. Total volume
of Heineken Ireland increased 2.7 per cent and,
in combination with the positive price and sales
mix effect, drove the growth in revenue and
EBIT (beia).
The greenfield brewery in Seville is now complete,
and as planned, will fully replace the old brewery
in the city in the first quarter of 2008. This will
lead to significant savings in production and
logistic costs.
26
Regional review continued
Central and
Eastern Europe
“Across the region, we are obtaining
leading market positions and
brands. Fast-growing markets, new
acquisitions and further top-line
growth give us an excellent platform
from which to develop both the
Heineken brand as well as our
local and regional brands. We are
excellently positioned to build an
increasingly profitable business.”
Nico Nusmeier
President Heineken Central and Eastern Europe
Revenue
€3.7 billion
This growth in the region is driven in part by
an increase in purchasing power and a structural
shift from spirits to beer. Economic growth in new
member states of the European Union and the
development of a modern off-trade also continues
to play an important role in the long-term growth
of beer consumption of the region. With growing
income levels across many markets, the interest
in premium beers is increasing strongly.
The Heineken brand added more than 400,000
hectolitres (+19 per cent) to its volume, thanks to
initiatives such as the introduction of clear plastic
labels in Romania and Hungary, the installation
of 11,000 Extra Cold draught beer units, the
introduction of DraughtKeg and innovative
advertising campaigns. Russia, Greece and Poland
were major drivers of growth of the Heineken brand.
EBIT
€381 million
EBIT (beia)
€444 million
Revenue increased organically by 8.1 per cent,
and fluctuations in currencies in Poland, Romania
and Slovakia contributed €41 million to revenue
(+1.2 per cent). EBIT (beia) increased 22 per cent
to €444 million largely driven by higher volume,
a positive price and sales mix and a modest
increase in fixed costs.
Heineken volume
2003
In 2007, beer consumption in Central and Eastern
Europe was exceptionally strong as a result of
a mild winter and spring. Consolidated volume
increased organically by 8.3 per cent, with
Russia, Poland and Romania as major contributors.
Acquisitions in 2007 in the Czech Republic
(Krusovice Brewery) and Germany (Schmucker
Brewery) contributed 287,000 hectolitres.
27.1
2004
2005
2006
2007
36.9
39.3
46.9
51.1
27
PET
Packaging is a key element in Heineken’s marketing and innovation
strategy. New pack types create new consumption moments, build
excitement around our brands, improved margins and higher
volumes.
In the world beer market, glass bottles are by far the most
important pack type, accounting for 64 per cent of total volume.
The bottled beer segment is still growing, driven by the increasing
beer consumption in emerging markets. Beer in cans ranks second
in terms of importance, with 20 per cent, whilst draught beer
accounts for 11 per cent of world beer consumption. PET
represents the remaining 4 per cent of world volumes, but its share
is growing fast.
PET is the acronym for ‘PolyEthylene Terephthalate’, which is
a lightweight, colourless, transparent plastic. PET is difficult
to break and is widely used for soft drinks and water; the
first PET bottle was patented as early as 1973. PET is cheaper
to produce than other types of packaging and can easily be
recycled through incineration.
Especially in Central and Eastern Europe, beer in PET bottles is
well established. We estimate that beer in PET bottles accounts
for more than 40 per cent of some markets such as Macedonia,
and more than a third of volume in markets such as Romania and
Bulgaria, and is swiftly growing in both Germany (6 per cent) and
Croatia (7 per cent). PET bottles in Russia deserve special mention:
they account for 47 per cent of the beer market and are growing
strongly. PET is available in many sizes, ranging from 0.5-litre to
5-litre bottles. The most popular format, however, is 2.5-litre, which
alone accounts for 25 per cent of the market. Heineken Russia’s
beer sales in PET account for more than half of its volume. All of
our 10 breweries in Russia produce beer in PET.
Heineken is very active in the PET segment in Central and Eastern
Europe and has developed a ‘high quality’ PET proposition named
‘Top Star’, which offers a unique look and feel to the packaging.
Several leading brands in the region, such as Goldenbrau
(Romania), Soproni (Hungary) and Bochkarev (Russia), have
successfully upgraded this format.
28
Regional review – Central and Eastern Europe continued
In 2007 and January 2008, Heineken continued
the expansion of its business in the region through
a series of targeted acquisitions. At the end of
2007 the Krusovice brewery was acquired in the
Czech Republic, whilst the acquisition of the Rodic
brewery in Serbia was announced. Early 2008,
Heineken established a partnership with Efes
Breweries International that will invest in
the growing Uzbek beer market. In addition,
both companies intend to merge the brewing
operations in Serbia and Kazakhstan, leading to
number two market positions in both countries.
Russia
Market share
12.8 per cent
Market position
3
Poland
Market share
33.0 per cent
Market position
2
Volume of the Heineken brand grew nearly
40 per cent. Amstel Pulse continued to develop
well, driven by consistent marketing, the
introduction of a 50cl bottle and the increase
in numerical distribution. Ochota, our key brand
in the mainstream segment and Three Bears
(positioned at the top end of the economy
segment) grew strongly. Volume of the Botchkarov
brand was slightly lower.
Beer volume increased 7.3 per cent, with
a stronger performance in the high-end segments
of the market. In particular the Heineken brand
performed well, growing at 13 per cent and
gaining share in the international premium
segment. Żywiec, the national premium brand,
grew high single digit driven by higher domestic
volumes and an increase in export mainly to the
USA and UK. As a result of its double digit volume
growth, Warka’s market share grew.
Revenue of Grupa Żywiec saw a double-digit
growth rate with volumes accounted for half of
the increase and higher prices, a better sales mix
and a positive currency effect accounting for the
remainder. EBIT (beia) grew significantly, helped by
costs savings in production and the introduction of
a shared service centre.
The winter and spring were exceptionally mild
in Russia leading to exceptionally strong market
growth. Beer volume of Heineken Russia grew
16 per cent, passing 15 million hectolitres. Total
volume of the seven strategic brands, representing
around 60 per cent of the portfolio, grew faster
than the overall market increasing 18 per cent.
Revenue grew at a double-digit rate, despite the
effect of the lower rouble against the euro. EBIT
(beia) increased, driven by the effect of higher
revenue that was only partially offset by the
impact of higher input costs and marketing
investments. Production capacity is being
upgraded and expanded, and headcount at
the breweries continued to reduce.
29
Austria
Market share
49.8 per cent
Market position
1
The beer market in 2007 was broadly stable.
Beer volume of Brau Union Austria was stable
as the growth of the Heineken and Gösser
brands was offset by lower volume of low-priced
beers. Volume of the Heineken brand, in particular,
increased strongly by almost 20 per cent, partly
driven by BeerTender volumes and the success
of the introduction of the 50cl one-way bottle.
BeerTender has now sold more than 40,000
appliances since its introduction in 2005.
Domestic volume of the Gösser brand increased,
mainly due to the introduction of Gösser Natur
Radler in the flavoured speciality beer segment.
Volume of the Zipfer brand remained stable.
Heineken Austria increased prices in March and
April, which together with the higher volume,
resulted in an increase in revenue. Further
efficiency improvements in the production and
restructuring in all parts of the company drove
a double digit increase in EBIT (beia).
Greece
Market share
74.9 per cent
Market position
1
After several years of stagnation, the beer market
show growth again in 2007 as a result of a mild
winter, a hot summer, and higher tourist numbers.
Athenian Brewery grew its beer volume organically
by 5.4 per cent. Volume of the Heineken brand
grew 10 per cent, benefiting from packaging
innovations (DraughtKeg, BeerTender and
Extra cold beer) and the marketing activation
programmes around the Champions League soccer
final in Athens. Domestic volume of the Heineken
brand came close to one million hectolitres.
Amstel, the leading mainstream brand in Greece,
grew volume by 4 per cent, in part due to the
successful introduction of Amstel Pulse, in both
the On-trade and Off-trade channels. Revenue
and EBIT (beia) grew at a double-digit rate.
Germany
Market share
6.9 per cent
The German market declined in 2007 as a result
of poor weather and challenging comparison with
higher volumes of the World Cup Football year
of 2006. Volume at Brau Holding International,
Heineken’s joint venture with the Schoerghuber
Group, was 1 per cent lower. Volume of the
Paulaner brand grew 8 per cent, driven by the
success of its Weissbier and the strength of the
exports to the USA, the UK and continental
Europe. Volumes of the Kulmbacher and Karlsberg
brands were lower.
Revenue was lower, but EBIT (beia) grew as a result
of strict cost control and improvement in sales mix.
30
Americas
“I am very proud that we continued
to maintain our strong position in
the region. Heineken Premium Light
greatly contributed to our success.
The introduction of BeerTender
to the US market expands our
product range and further enhances
consumers’ preference for our
portfolio, with the Heineken brand
as its centrepiece.”
Massimo von Wunster
President Heineken Americas
Markets in the region developed well and saw
continued growth. Consolidated beer volume grew
3.9 per cent, mainly driven by Argentina, Canada
and the USA.
With strong positions throughout the region,
volume of the Heineken brand grew by 5.9 per
cent to 9.1 million hectolitres. Both Canada and
Brazil renewed the Heineken brand import and
licence agreements respectively for 10 years.
In the USA, its largest market, the brand is
centrepiece of a combined Mexican and European
beer portfolio, the two biggest categories in the
import segment.
Revenue increased 3.4 per cent to more
than €2 billion, of which 8.8 per cent was an
organic increase.
Revenue
€2.0 billion
EBIT
€278 million
EBIT (beia)
€278 million
Heineken volume
2003
2004
2005
2006
2007
10.1
11.5
11.8
13.2
13.7
31
Speed of implementation
This was driven by price increases across the
region and higher volumes in Argentina, Chile
and the USA, which were only partly offset by the
effect of the lower Chilean peso and Caribbean
currencies. EBIT (beia) increased 4 per cent as the
much better operating performance was in part
offset by the effect of unfavourable exchange rate
fluctuations against the euro.
DraughtKeg
DraughtKeg is one of the most successful innovations in the beer
industry in the past few years. This unique product, developed and
engineered by Heineken, is a 5-litre, CO2 pressurised keg with
a tap, which allows a perfect and ‘portable’ draft beer experience.
The keg is disposable, 100 per cent recyclable and is manufactured
in lightweight steel. Beer can stay fresh for up to 30 days
after opening.
It was first introduced in France in April 2005 and is now available
in more than 90 countries around the world. It sold more than
10 million units in 2007.
In the USA, DraughtKeg was rolled out nationwide in June 2007 and
contributed significantly to the growth of the Heineken brand.
In August 2007, Heineken Premium Light was also introduced in the
5-litre DraughtKeg format. The introduction campaign included
television, out-of-home and print advertising, as well as a
targeted internet campaign, staged in a night club, which featured
a DraughtKeg coming to life through a stunning metamorphosis.
Heineken Premium Light DraughtKeg recorded a resounding
success and quickly sold out. It ranked first amongst the new Stock
Keeping Units (SKUs) of 2007.
Sales of over 200,000 hectolitres in DraughtKeg format exceeded
expectations in the Americas. Thanks to this successful performance,
most of it achieved in the second half of 2007, the Americas region
became the second biggest region for sales of DraughtKeg, after
Western Europe.
32
Regional review – Americas continued
USA
Consolidated beer volume* 7.5 million hectolitres
Market share*
39 per cent
Market position*
2
* imported beer segment
The total US beer market grew approximately
1 per cent in 2007 with import segment growth
of 2.5 per cent, once again outperforming
domestic beer growth. Over 70 per cent of the
import beer growth was generated by Heineken
USA. The speciality beers segment also showed
further growth.
Heineken USA grew volume of its combined
portfolio of Dutch and Mexican import brands
by 6 per cent despite a substantial price increase
of 3.5 per cent at the start of 2007 and lower
discounts which together translated into an
average consumer price increase of around
5–6 per cent in the key trade channels. Beer sales
volume, excluding the Femsa brands, grew 3.0
per cent at 7.7 million hectolitres whilst depletions
– sales by distributors to retailers – increased
2.3 per cent. Sales volume for the Heineken
franchise totalled 6.8 million hectolitres. Heineken
Lager and Heineken Premium Light grew sales
volume 2.7 per cent and 20 per cent respectively
and depletions by 1 per cent and 27 per cent
respectively. Both beers sold well in DraughtKeg
across the USA and marketing investment behind
both brands increased.
Heineken Premium Light in cans was introduced
in June 2007. Heineken Premium Light continues
to unlock its long-term brand potential and repeatpurchase rates remain high. Tests of the BeerTender
were successfully completed and the concept will
be roll-out nation wide in 2008. A new advertising
agency was appointed with the aim of further
improving the marketing communication and
image of the Heineken brand.
Sales and depletions volume growth of the
Mexican brands was 14 per cent, significantly
exceeding segment growth. This excellent
performance was driven by the rapid growth of
the Dos Equis brand (+17 per cent) and the Tecate
franchise (+13.6 per cent), the latter in part driven
by the introduction of Tecate Light in selective
regions of the USA.
In April 2007, Heineken USA and Femsa announced
a 10 year extension of their existing relationship
in the USA starting 1 January 2008. Under the
terms of the agreement, Heineken USA will be
the exclusive importer, marketer and seller of the
Femsa beer brands.
Sales and depletions volume of Amstel Light
were 11 per cent lower due to weak off-trade
performance in the Northeast Region. Heineken
USA has appointed a new advertising agency for
the brand and will introduce a new proposition for
the brand based on its history, high quality and
Amsterdam origin in 2008.
Revenue of Heineken USA grew 8 per cent
organically driven by higher volumes and prices.
During the year, Heineken USA successfully reorganised its sales force and further lowered
costs in the supply chain. EBIT (beia) grew at a
single-digit rate driven by higher prices, higher
volumes and favourable shifts in the sales mix.
There was a limited adverse effect due to the
lower exchange rate of the dollar versus the euro
was limited.
33
Canada
Volume growth at Heineken Canada outpaced the
overall beer market growth significantly. Despite
price increases, volume of the Heineken brand
grew 15 per cent, driven by the positive effects of
the renewed import agreement, the strong efforts
of our partner Coors-Molson Brewery Company,
and the success of the DraughtKeg.
The Caribbean
Consolidated beer volume was lower and EBIT
(beia) was stable in an environment that was
characterised by lower tourist numbers, extreme
weather conditions and a weak economy
particularly in Puerto Rico. Locally produced and
imported volume of the Heineken brand grew
slightly, driven by the introduction of DraughtKeg
and Heineken Premium Light in several markets.
Chile and Argentina
Beer volumes of CCU, Heineken’s joint venture
with Quiñenco in Chile and Argentina, grew 4 per
cent and 11 per cent respectively driven by good
performance from the Heineken, Escudo and
Schneider brands. Total Group beer volume
of CCU in Chile and Argentina amounted to 7.6
million hectolitres. The soft drink, wine and spirits
business also posted strong volume increases.
Volume of the Heineken brand increased 24
per cent, gaining market share in the premium
segment despite increased competition. EBIT
(beia) grew organically by a double-digit rate,
driven by higher volumes.
34
Africa and the
Middle East
“2007 was a year of unprecedented
success for our region. Our current
operations have delivered sterling
results, whilst brand-building and
marketing initiatives also boosted
growth. Investments have been
made in new operations and in
the construction of new breweries.
We are fully prepared to confront
increasing and new competition.”
Tom de Man
President Heineken Africa and the Middle East
Revenue
€1.4 billion
EBIT
€329 million
EBIT (beia)
€329 million
Heineken volume
2003
2004
10.4
10.8
2005
2006
2007
11.6
13.3
15.7
The increasing worldwide demand for, and rising
prices of, African minerals continues to drive
economic development and improve purchasing
power, making beer more affordable. Foreign
investments in the region continue to grow and
the expansion in infrastructure is opening up new
markets. In a number of countries the emergence
of a distinct middle class has increased the
demand for international premium beers.
Consolidated beer volume of the Heineken group
grew 18 per cent to 15.7 million hectolitres driven
by improved economic conditions and increased
stability in the region. In Nigeria and the
Democratic Republic of Congo (DRC) particularly,
the beer market expanded rapidly and these two
countries accounted for a substantial part of the
regional volume growth. Bralima, our operating
company in the DRC gained market share driven
35
Focus on selective opportunities
by growth of the Primus brand. In Nigeria, the
combined market share of the Heineken Group
increased 2.6 per cent.
Across the region, volume of the Heineken
brand grew almost 40 per cent to 1.6 million
hectolitres. Volume growth was particularly
strong in Nigeria, South Africa and the Middle East.
Volume of Amstel in the region, excluding South
Africa, grew 8 per cent.
During the year, Heineken expanded several
agricultural projects in the region with the aim of
increasing the local supply of raw materials and
reducing dependence on high-priced imported
malt and barley. Heineken is growing part of its
own grain requirements in Nigeria, Ghana, Sierra
Leone, Rwanda and Egypt, whilst similar projects
are under way in Burundi and the DRC.
Greenfield brewery
In Central Africa, increased political stability and the growing
global demand for the region’s raw materials, are driving economic
development. The resulting increase in purchasing power is fuelling
growth of the beer markets of Central Africa and is supporting
the development of an emerging middle class.
These dynamics are helping the Democratic Republic of Congo
to develop quickly and particularly in the province of Katanga in
the south, where new mines are opening, boosting purchasing
power of the local population.
The population of Katanga is approximately 12 million people
and the capital of the province, Lumumbashi, is the largest
city. Although there is higher purchasing power in Lumumbashi,
average beer consumption per capita is only 4.2 litres, compared
with 12 litres in the country’s capital Kinshasa. The beer market
is therefore expected to expand rapidly.
It is this economic development which convinced Heineken’s
operating business in the country, Bralima, to build a greenfield
brewery near Lumumbashi, with an annual brewing capacity of
about 0.5 million hectolitres. The brewery will supply Lumumbashi
and the Katanga province with Primus and other beers,
considerably improving supply.
Production of our local soft drink plant will also be transferred
to the new brewery. The brewery will employ ‘continuous brewing
and fermenting’, a state-of-the-art brewing technology,
which enables a 25 per cent reduction in the amount invested
in equipment.
36
Regional review – Africa and the Middle East continued
Revenue in the region grew 20 per cent driven
by strong volumes in particular in Nigeria, South
Africa and Central Africa, and price and sale mix
improvement, despite an adverse effect of 6 per
cent as a result of weakening of local currencies
against the euro. EBIT (beia) increased 41 per cent.
Heineken is expanding its presence throughout
Africa and the Middle East. Breweries are under
construction in the Democratic Republic of Congo
and Tunisia, whilst preparations are underway
for the construction of a brewery in South Africa.
At the start of 2008, Heineken acquired the second
largest brewer in Algeria.
Nigeria
Market share
66.3 per cent
Market position
1
Strong economic growth in the country continues,
supported by high oil prices. The beer market
increased approximately 12.5 per cent driving
volume growth of both Nigerian Breweries and
Consolidated Breweries. The combined volume
grew more than 17 per cent to 8.4 million
hectolitres and market share increased. Volume
of the Heineken brand grew by 75 per cent, whilst
volume of the Star and ‘33’ Export brands grew by
a double-digit rate in the growing lager segment.
The introduction of the Fayrouz brand in Nigeria
was well received by consumers and the brand
produced good volumes in its first year with
excellent potential for further growth.
Revenue and EBIT (beia) increased substantially
despite the effect of the weaker Nigerian naira.
The increase was driven by strong volumes, price
increases implemented at the end of 2006 and
2007 and efficiency improvements.
37
South Africa
Brandhouse (the distribution joint venture between
Heineken, Diageo and Namibian Breweries for
South Africa) was expanded and reorganised to
cater for the increase in business as a result of
the addition of the Amstel brand to its portfolio.
European-brewed Amstel in cans and one-way
bottles is now fully available in the market.
Although the temporary route to market is not
profitable, it is a necessary interim step until the
profitable local production commences. This is
expected to start by the end of 2009 and until
this point, volume of the Amstel brand will be
temporarily lower.
Egypt
Market share
91.0 per cent
Market position
1
The beer market in Egypt continued its steady
growth, driven by higher tourist numbers.
Total volume (beer, soft drinks and Fayrouz) of
Al Ahram grew in line with the market, driven
by the Heineken and Sakara brands. Substantial
cost savings were achieved in production and the
number of stock-keeping units was reduced by
30 per cent following a review of the product
portfolio. Revenue grew organically and EBIT (beia)
increased substantially.
Heineken has identified potential locations in
the Gauteng province for the new brewery in
South Africa and construction is expected to
commence shortly.
Volume of the Heineken brand grew more than
70 per cent in South Africa.
38
Asia Pacific
“Growing our business and expanding
our portfolio, spearheaded by the
Heineken brand, underpin our
long-standing commitment to this
important region. I am confident that
we continue to grow and increase our
share of the Asia Pacific profit pool,
with the strategic benefit of our wide
geographical spread, our winning
portfolio and successful partnerships.”
Siep Hiemstra
President Heineken Asia Pacific
EBIT
€100 million
EBIT (beia)
€100 million
Heineken volume
4.8
2004
2005
2006
2007
Consolidated beer volume grew by over 1 million
hectolitres in 2007, driven largely by growth
in Vietnam, New Zealand and Cambodia as well
as the first-time consolidation of acquisitions
in Vietnam.
Consolidated beer volume as reported in the first
half of the year included 0.35 million hectolitres in
relation with the Chinese brewing group DaFuHao.
For the full-year 2007 DaFuHao is treated as an
associated company, the beer volumes of the firsthalf of 2007 are excluded from the full-year number.
Volume of the Heineken brand grew 11 per cent
to 3.9 million hectolitres, driven by strong growth
in Vietnam, Taiwan, South Korea, Malaysia, China
and New Zealand. Volume of the Heineken brand
was lower in Thailand where a weaker economy
and trade and advertising restrictions held back
growth. The Heineken brand extended its position
as the leading international premium beer in the
region. Tiger beer expanded its international
footprint further through the expansion of the
number of export markets and the start of local
production in Mongolia.
Revenue
€597 million
2003
In a large part of the region, Heineken operates
through Asia Pacific Breweries (APB), its joint
venture with Fraser and Neave.
5.3
6.0
6.4
7.4
39
Revenue grew by a robust 6.7 per cent and EBIT
(beia) increased 5.5 per cent, driven by better
volume, strict cost control and a better sales
and price mix. Profit growth was held back by
the impact of weaker currencies against the euro,
integration costs of recently acquired breweries
and gestation expenses related to the greenfield
breweries in the region. In addition, profit in 2006
was favourably affected by royalty restitutions.
Breweries are under construction in India
and Laos, whilst the brewery in Mongolia was
completed in 2007.
Vietnam
Profitability in the Asian beer markets varies widely country by
country. While China has a very low profitability, the countries of
Southeast Asia, such as Vietnam, offer attractive profit pools.
Vietnam is a fast-developing beer market, in which Asia Pacific
Breweries (APB) recently achieved a leading market position, driven
by acquisitions and an excellent organic growth rate.
The Vietnamese beer market is particularly attractive as a result
of significant increases in purchasing power and favourable
demographics. After five years of double-digit volume growth,
market volume reached a total of 18.0 million hectolitres in 2007,
with a per capita consumption of 20.9 litres. This is in line with
average consumption in the Asian region, but still far below the per
capita consumption level in Thailand (31.3 litres) and South Korea
(35.4 litres).
The sound economic conditions are expected to drive another
period of sustained growth in the Vietnamese beer market and
a compound average volume growth in excess of 7 per cent is
forecast for the period from 2007 to 2010.
APB’s investments in Vietnam date back to 1993, when the first
brewery was constructed near Ho Chi Min City (in the southern
part of the country). In 2003, a second brewery was completed in
Hatay near Hanoi (in the north). In 2006, APB expanded its existing
footprint in the region through the acquisition of the Foster’s
operations (two breweries) and the assets of the Quang
Nam Brewery. Today APB operates a total of five breweries
in the country.
APB brews, markets and distributes a portfolio of brands,
with a strong focus in the highly profitable premium segment,
where it holds the undisputed leadership position with the Heineken
and Tiger brands. Other well-known brands are Bivina, Anchor
Draft and Biere LaRue.
40
Regional review – Asia Pacific continued
Singapore
Asia Pacific Breweries (Singapore) benefited from
growth in the beer market driven by the good
economy, better export volume and a rise in
contract brewing volume. An influx of foreign
brands expanded the beer market, but increased
competition. In particular the Heineken and Tiger
brands contributed to volume growth.
Vietnam
The strong economy in Vietnam continues to
have a positive impact on beer consumption. The
breweries of APB achieved strong volume growth,
particularly in the southern and central regions
of the country. The Heineken brand continued
to outperform the market. The newly acquired
brands LaRue and Foster’s, the latter produced
under licence, developed positively. EBIT (beia)
grew driven by better prices and higher volume.
The three breweries that were acquired at the end
of 2006 and in 2007 in the central and southern
part of the country have now been successfully
integrated and synergies in costs, brand portfolio
and distribution were realised.
Cambodia
Cambodia Brewery which is 80 per cent owned
by APB, further consolidated its position in the
market. As a result of good distribution and
efficient and effective marketing programmes,
results in terms of volume and profitability
improved significantly in a market that is growing
15 per cent annually. Anchor and Tiger continues
to be the leading brands in the market.
China
The market remains challenging with low selling
prices and increase in input costs. The Heineken
brand continues to perform well in China with
13 per cent growth despite of its 600 per cent
price premium versus local mainstream beers
as a consequence of low local beer prices.
Thailand
Growth in the beer market was mainly limited to
the mainstream and low-priced segments of the
market as a result of the economic uncertainties
in the country and consumption, distribution and
advertising restrictions. Volume of Thai Asia Pacific
Breweries was lower, but volume of the Tiger
brand grew at a double-digit rate.
41
Indonesia
Volume of Multi Bintang Indonesia was marginally
lower, but volume of the Heineken brand once
again grew strongly. As a result of excellent
execution in the market and improved efficiency,
EBIT (beia) improved organically.
Taiwan
In Taiwan, volume of the Heineken brand grew
17 per cent and continued to improve its market
share. Heineken is now the undisputed number
one international premium beer in the country.
South Korea
Volume of the Heineken brand grew by more than
40 per cent as a result of increased penetration
in the various distribution channels. Consumers’
awareness and preference for the brand also
increased as a result of inaugural TV commercials
in 2007 and the brand gained momentum as the
leading international premium beer.
Other markets in Asia Pacific region
In the middle of 2007 the greenfield brewery
in Ulaanbaatar, Mongolia with a capacity of
120,000 hectolitres came on stream. The brewery
produces Tiger beer locally. Tiger has been in the
market on an imported basis for the last 15 years.
In addition, the local brand Sengur was launched.
Volume increased substantially in India, but EBIT
(beia) is still negative as a result of gestation losses
of the greenfield brewery in Hyderabad which will
be completed at the beginning of 2008, and the
marketing investment in the launch of new brands
on the market.
Construction of a greenfield brewery in Laos that
started in July 2006 is expected to be completed
in the first quarter of 2008.
42
Risk management
Managing risks is explicitly on the agenda of management
in order to protect the business from the effects of disasters,
failures and reputational damage. Continuity and sustainability
of the business is as important to the stakeholders as growing
and operating it.
Risk management and control system
The Heineken risk management and control
systems aim to ensure at a reasonable level
of assurance, that the risks of the Company are
identified and managed and that the operational
and financial objectives are met, in compliance
with applicable laws and regulations. A system
of controls to ensure adequate financial reporting
is included. Heineken’s internal control system is
based on the COSO Internal Control Framework.
Responsibilities
The Executive Board, under the supervision of
the Supervisory Board, has overall responsibility
for Heineken’s risk management and control
systems. Regional and operating company
management are responsible for managing
performance, underlying risks and effectiveness
of operations, within the rules set by the
Executive Board, supported and supervised
by Group departments.
Risk appetite
The Company is recognised by its drive for quality,
consistency and financial discipline. Entrepreneurial
spirit is encouraged across the Group to seek
opportunities supporting continuous growth (like
business development and innovation), whilst
taking controlled risks.
Heineken Company Rules
In the year under review, the governance process
of the Heineken Company Rules has been further
structured. Also, compliance monitoring by Group
departments has been further strengthened.
From 2007, local management has been requested
to sign a so-called ‘Assurance Letter’ to confirm
compliance with Company Rules in addition to
compliance with certain matters with regard to
financial reporting.
Risk profile
Heineken is a single-product company, with a high
level of commonality in its worldwide business
operations spread over many mature and emerging
markets. The worldwide activities are exposed
to varying degrees of risk and uncertainty, some
of which, if not identified and managed, may result
in a material impact on a particular operating
company, but may not materially affect the Group
as a whole.
Risk management
Doing business inherently involves taking risks,
and by managing these risks Heineken strives
to be a sustainable and performance-driven
company. Structured risk assessments are part
of, amongst others, Heineken’s Company-change
programmes, business planning and performancemonitoring process, common process and system
implementations, acquisitions and business
integration activities. The risk management and
control systems are considered to be in balance
with Heineken’s risk profile, although such systems
can never provide absolute assurance. Following
Heineken’s continuing growth and changing risk
profile, the Company’s risk management and
control systems are subject to continuous review
and adaptations.
Business planning and performance monitoring
The main pillar of Heineken’s internal governance
activities is the business planning and performance
monitoring process. Operating companies’
strategies, business plans, key risks and quarterly
performance are discussed with Regional
Management. Regional performance is discussed
with the Executive Board. The approved business
plans include clear objectives, performance
indicators and target setting, which provide
the basis for monitoring performance compared
to business plan. These plans also contain an
annual assessment of the main risks (including
mitigation plans) and financial sensitivities. In 2007,
Heineken started a Company-wide programme to
create a more integrated management nformation
environment for reporting to Regions and Group.
Internal control in operating companies
Heineken is progressing the Group-wide
development and implementation of best practice
processes supported by common IT systems.
At the end of 2007, 69 per cent of Heineken’s
43
operations (based on revenue) worked in
accordance with the evolving Heineken Common
System. Best practice key control frameworks, to
ensure the integrity of the information processing
in supporting the day-to-day transactions
and financial and management reporting, are
embedded and used for continuous controls
monitoring and improvements.
Code of Business Conduct and Whistle-blowing
Local Codes of Business Conduct and whistleblowing procedures have been implemented
group-wide based on Group policies applicable
to majority-owned subsidiaries. On Group level
continuous awareness building is supported and
oversees the functioning of the Code. The Integrity
Committee oversees the functioning of whistleblowing and issued two reports to the Executive
Board and Audit Committee in the year under
review on effectiveness of the procedure and
reported cases.
Supervision
The Executive Board oversees the adequacy
and functioning of the entire system of risk
management and internal control, assisted
by Group departments. Group Internal Audit
provides independent assurance on the entire
risk management and internal control system.
The Assurance Meetings, at local and regional
level, oversee the adequacy and operating
effectiveness of the risk management and internal
control systems in their respective environments.
Regional Management and Group Internal
Audit participate in the local meetings to ensure
effective dialogue and transparency. The outcome
and effectiveness of the risk management and
internal control systems have been discussed with
the Audit Committee.
Financial reporting
The risk management and control system over
financial reporting contains clear accounting rules
and a standard chart of accounts. The Heineken
common systems, as implemented in almost all
majority-owned subsidiaries in terms of revenue,
support common accounting and regular
financial reporting in standard forms. In 2007,
the testing of key controls relevant for financial
reporting were added to the Common Internal
Audit Approach.
The worldwide external audit activities – which
are based on local statutory requirements,
and therefore more detailed than necessary for
the audit of the Heineken N.V. consolidated figures
– provide additional assurance on fair presentation
of financial reporting on operating company
level. Within the parameters of their financial
audit assignment, external auditors also
report on internal control issues through
their management letters and attend local
and regional Assurance Meetings.
Considering Heineken’s risk management and
control system described in this section, the
financial reporting is adequately designed and
worked effectively in the year under review in
providing reasonable assurance that the 2007
financial statements do not contain any material
inaccuracies. There are no indications that the
risk management and control systems relating
to financial reporting will not work properly in the
current year.
This statement cannot be construed as a statement
in accordance with the requirements of Section
404 of the US Sarbanes-Oxley Act, which is not
applicable to Heineken N.V.
Main risks
Under the explicit understanding that this is
not an exhaustive list, Heineken’s main risks are
described below. It includes mitigation measures
and where possible quantifying the potential
impact. Risks concerning the Heineken brand
and Company reputation, rising input costs
and increasing legislation (like alcohol, excise
duties and anti-trust) affecting the business, are
considered the most significant risks. The main
Company risks have been discussed with the full
Supervisory Board.
44
Risk management continued
Strategic risks
Heineken brand and Company reputation
As both the Group and its most valuable brand
carry the same name, reputation management
is of utmost importance. Heineken enjoys
a positive corporate reputation and our operating
companies are well respected in their region.
Constant management attention is directed
towards enhancing Heineken’s social,
environmental and financial reputation.
The Heineken brand is key to Heineken’s growth
strategy and is the most valuable asset of
the Company. Anything that adversely affects
consumer and stakeholder confidence in the
Heineken brand or Company could have a negative
impact on the overall business.
The Company reputation and sales could be
damaged by product integrity issues. Therefore,
production and logistics are subject to rigorous
quality standards and monitoring procedures,
which were further strengthened in 2007.
Brand perception is managed by strict marketing
control procedures and, increasingly, by centrally
managed marketing campaigns. A Code of
Business Conduct and Whistle-blowing Procedure
aim to prevent any unethical and irresponsible
behaviour of the Company or its employees.
Reference is made to Heineken’s Sustainability
Report 2007 for reviewing Heineken’s priorities
in the area of social responsibility supporting
Company reputation.
advantages and disadvantages of alcohol,
encouraging informed consumers to be
accountable for their own actions. Markets are
becoming more and more engaged to promote
responsible consumption, in partnership with
third parties. The ‘Enjoy Heineken Responsibly’
programme (a responsibility message on back
labels directing consumers to a dedicated website)
is a key initiative in this respect. Heineken has
signed up to the Charter of the EU Forum and
posted commitments on actions in the area of
consumer information, alcohol consumption at
the workplace and commercial communication.
Alcohol policy compliance monitoring was further
strengthened in 2007.
Attractiveness of beer category under pressure
Heineken has many operations in mature beer
markets where the attractiveness of the beer
category is being challenged by other beverage
categories. In these markets, management focus
is on product innovation, portfolio management
and cost effectiveness in order to secure market
position and profitability. Since Heineken’s
business in emerging markets is growing fast
(autonomously and through acquisitions), the
relative dependency on profitability from mature
markets will further decline over time.
Pressure on alcohol
An increasingly negative perception in society
towards alcohol could prompt legislators to
restrictive measures. Limitations in advertising
could lead to a decrease in sales and damage the
industry in general. Sales of Heineken products
could materially decrease, in particular in Europe.
Rising input costs
Input costs have accelerated to unprecedented
levels. The prices of raw materials (malted barley
and maize) and packaging materials (glass bottles,
aluminium cans and kegs) have risen significantly,
as has the cost of transportation and energy.
Inflation and pressure on labour costs are also
expected in many markets. In addition changes
in packaging mixes has put pressure on input
costs. Central Purchasing is tasked with securing
the best possible deals.
Heineken’s Alcohol Policy is based on the principle
to brew, market, and sell beer in ways that have
a positive impact on society at large. With this
policy, Heineken promotes awareness of the
Our own prices also need to increase to limit margin
erosion. Pricing strategies are top priority in all our
markets. This includes assessments of customer,
consumer and competitor responses based on
45
different pricing scenarios, which will have
different outcomes market by market. In principle,
we will pass on increased input costs. The effect
on volume developments is at present unclear.
Stability of Africa & Middle East Region
In the Africa & Middle East Region, volume growth
is driven by economic growth in Nigeria and the
Middle East and continued stability and economic
growth in Central Africa. The Region is in most
areas at peace, with some uncertainty in Nigeria.
The situation in Lebanon remains fragile. The
impact of the crisis in Kenia on our businesses in
Central Africa is closely followed and still managable.
Operational risks
Change initiative overload
Many change programmes and projects are
running on Group, regional and local level.
Examples are greenfield operations, creation
of back office shared service centres, acceleration
of implementing Heineken best practice
processes based on common information systems,
centralising IT and outsourcing of non-core
activities. The scope and breadth of the
organisational changes may threaten effectiveness
of business operations. Company-wide strategic
programmes are steered by the Executive
Committee, whilst change projects at regional
and local level have direct attention of the
management teams. Since allocating sufficient
management capacity to the many change
projects in addition to managing the regular
business is considered critical, priority setting
is monitored closely. Clear target setting is in
place on achieving the main change objectives.
Risk management structures are overall well
embedded, however further structuring is
required. Sufficient programme and project
management skills need to be ensured.
Reorganisations from Fit2Fight
Many reorganisation projects (amongst others,
centralisation of back office activities, closure
of breweries and other right and downsizing
activities) have been realised, are underway or
are in preparation. Highest impact is in the supply
chain, wholesale business and support functions
in Europe. The risk is that due to social unrest, the
production quality and supply continuity would
affected, which might negatively impact financial
performance and Company reputation. The
operating companies concerned manage
reorganisation projects with care; the right speed,
alignment with relevant industrial and external
relations and consistent communication to
employees. Contingency plans have been put
in place.
Acquisitions and business integration
In the pursuit of further expansion, Heineken
seeks to strike a balance between organic and
acquired growth within the limits of a conservative
financing structure. In acquisitions, specifically
in emerging markets, Heineken will be faced with
different cultures, business principles and political,
economic and social environments. This may
affect corporate values, image and quality
standards. It may also impact the realisation
of long-term business plans, including synergy
objectives, underlying the value of newly
acquired companies.
In order to mitigate these risks, Heineken has
further strengthened its business development
and integration activities, which includes
significant involvement from relevant Group
departments, operating companies and regional
management in carrying out effective due
diligence processes and preparing take charge
and integration plans. The Heineken Common
Systems Strategy is highly supportive to
integrating acquired businesses.
Supply continuity
Discontinuity of supply of our products could
affect sales and market shares. This is not
considered a major risk due to the relative size and
spread of operations. An exception is the supply
of beer products from the Netherlands to the USA,
46
Risk management continued
one of Heineken’s most profitable markets.
Securing supply of fast-growing innovations like
DraughtKeg is also considered critical, since we
also depend on partnerships. Monitoring supply
continuity risks was further structured in 2007,
but requires embedding. Securing timely supply
|of raw and packaging materials is strongly
coordinated by our central purchasing discipline.
In 2007, the production infrastructure in
Western Europe was evaluated. This resulted in
strengthened central coordination with respect
to production allocation and a corresponding
realignment of our investment strategy.
IT security
Heineken’s worldwide operations are increasingly
reliant on information systems. Heineken has
a strict IT security policy to ensure confidentiality,
integrity and availability of information. In 2007
compliance monitoring was further structured
by self-assessments and audits. The progressive
centralisation of IT systems and infrastructure has
a positive impact on ensuring IT security measures.
Financial risks
Currency risk
Heineken operates internationally and reports
in euros, which has proved to be a very strong
currency over the past few years. Currency
fluctuations, relating to the US dollar in particular
could materially affect overall Company results,
considering the size of export from the Euro-zone
to mainly the US.
Heineken has a clear policy on hedging transactional
exchange risks, which postpones the impact on
financial results. Translation exchange risks are not
hedged. The sensitivity on the financial results with
regard to currency risks are explained on page 117.
Capital availability
There could be insufficient capital generated
in order to finance long-term growth. Sufficient
access to capital is ensured to finance long-term
growth and to keep pace with the consolidation
of the global beer market. Financing strategies are
under continuous evaluation. Strong cost and cash
management and strong controls over investment
proposals are in place to ensure effective and
efficient allocation of financial resources.
Regulatory risks
Tax
Heineken and its operating companies are
subject to a variety of local excise and other tax
regulations. The EU Council did not adopt the
Commission proposal to adapt the minimum
excise rate for beer with the rate of inflation. This
adjustment would have lead to increases in some
European markets.
In principle, Heineken’s sales prices are adjusted
to reflect changes in the rate of excise duty, but
increased rates may have a negative impact on
sales volume.
Litigation
Due to increasing legislation there is an increased
possibility of non-compliance. Additionally, more
supervision by regulators and the growing claim
culture may potentially increase the impact of noncompliance, both financially and on the reputation
of the Company. Every half year all majority-owned
companies formally report outstanding claims
and litigations against the Company in excess
of €1 million to Group Legal Affairs, including
an assessment of the amounts to be provided for.
There may be current risks not having a significant
impact on the business but which could – in a later
stage – develop a material impact on the Company’s
business. The Company’s risk management systems
are focused on timely discovery of such risks.
47
Financial review
Results from operating activities
In millions of EUR
Revenue
Other income
Raw materials, consumables and services
Personnel expenses
Amortisation, depreciation and impairments
Total expenses
Share of profit of associates
EBIT
2007
2006
12,564
30
8,162
2,165
764
11,091
1,503
25
1,528
11,829
379
7,376
2,241
786
10,403
1,805
27
1,832
Revenue and expenses
Revenues increased by 6.2 per cent from €11.8 billion to €12.6 billion and by 7.3 per cent organically.
Other revenues, which form part of revenues, increased slightly by 3 per cent from €241 million to
€249 million and relates mainly to royalties, rental income and service to third parties.
Consolidated beer volume rose by 7.9 million hectolitres to 119.8 million hectolitres in 2007,
representing an increase of 7.1 per cent. Organic growth in consolidated beer volume amounted
to 6.5 per cent. Consolidated volumes of the Heineken brand in the premium segment of the market
(including Heineken Premium Light) rose by 10 per cent or 2.2 million hectolitres to 24.7 million
hectolitres in 2007.
The volume increase, improvements in sales mix and higher selling prices drove growth in revenue of
€735 million to €12.6 billion in 2007. All regions contributed to this strong performance. Strong volume
growth of 4.2 per cent and improving sales and price mix of 3.1 per cent drove organic growth of 7.3 per
cent. The negative effect of movements in exchange rates on revenue amounted to €171 million or 1.4
per cent and was mainly related to the US Dollar, Chilean Peso, Singapore Dollar and Nigerian Naira.
Other income dropped to €30 million, mainly due to the gain in 2006 of €320 million, relating to the sale
of land in Seville, Spain,
The Fit2Fight fixed-cost ratio improved further to 30.7 per cent from 33.1 per cent in 2006. In 2007
Heineken delivered additional gross cost savings of €191 million, achieving 68 per cent of the forecast
three-year plan cumulative amount. Exceptional restructuring charges related to Fit2Fight amounted
to €57 million before tax.
Costs of raw materials increased by 14.9 per cent, due to an increase in consolidated volume, higher
commodity and energy prices and the shift towards innovative and more expensive packaging. The
effect of higher commodity prices was limited to 8 per cent as a result of good timing of purchasing
and the advantages of further centralisation of procurement.
Marketing and selling expenses increased by 9 per cent as a result of additional focus on long-term
brand-building across most regions and represented 13 per cent of revenue.
48
Financial review continued
Personnel expenses decreased by 3.4 per cent, including €30 million of exceptional restructuring
charges related to our Fit2Fight initiative.
As such, total expenses increased more than revenue and rose by 6.6 per cent to €11,091 million.
The effect of movements in exchange rates had a marginally positive impact on total operating expenses
of 1.3 per cent or €137 million.
Results (beia)
In millions of EUR
EBIT
Amortisation of brands
Exceptional items
EBIT (beia)
In millions of EUR
Net profit
Amortisation of brands
Exceptional items
Net profit (beia)
2007
1,528
11
307
1,846
2007
807
11
301
1,119
2006
1,832
10
(273)
1,569
2006
1,211
10
(291)
930
EBIT (beia) and Net profit (beia)
In millions of EUR
2006
Organic growth
Changes in consolidation
Effects of movements in exchange rates
2007
EBIT beia
1,569
314
(1)
(36)
1,846
Net profit beia
930
210
(4)
(17)
1,119
EBIT and net profit
In 2007 EBIT amounted to €1,528 million compared with €1,832 million in 2006, heavily impacted
by the EC fine of €219 million in 2007 compared with the exceptional gain on the sale of land in Seville
in 2006. 2007 EBIT (beia) of €1,846 million compared favourably to the 2006 EBIT (beia) of €1,569 million,
representing an organic growth of 20 per cent.
Head office EBIT increased by €54 million from a loss of €24 million to a profit of €30 million in 2007.
This strong improvement was achieved thanks to a combination of positive trends. Volume growth of the
Heineken brand generated an increase in royalties. In addition, the increase in volume in innovative pack
types (BeerTender, DraughtKeg, Xtreme Draught) led to lower marketing support costs from Head Office,
and the global increase in malting fees boosted results of Maltery Albert (which is part of Head Office).
Finally, the cost reductions related to Fit2Fight also contributed positively to the improvement.
49
A total amount of €64 million is recognised on EBIT level, relating to impairments of goodwill, brands
and property, plant and equipment.
€40 million relates to our joint venture, Brau Holding International in Germany, of which €36 million
relates specifically to Karlsberg Brewery in which BHI holds a 45% stake, and the remaining 55% is held
by Kulmbucher Brauerei A.G., and is treated as an exceptional item. Volume and long-term profitability of
Karlsberg Brewery was severely affected by the introduction of a deposit on one-way pack types and the
rise of input costs. By the end of 2007 management of Karlsberg was taken over by an experienced turnaround manager from the Heineken Group.
Other impairments relate to various other entities, across various regions and are individually small and
therefore not treated as exceptional items.
EBIT as a proportion of revenue decreased to 12.2 per cent from 15.5 per cent, mainly due to
aforementioned exceptional items.
The average tax burden increased significantly from 22 per cent in 2006 to 31.7 per cent in 2007. In
2006 the average tax rate was positively affected by the low rate of tax on the sale of real estate in
Spain. In 2007 the average tax rate was negatively impacted by the European Commission fine, which
is treated as non-deductible. Without these exceptional tax gains, the tax burden would have been 26.2
per cent compared with 27.2 per cent in 2006.
Basic earnings per share decreased from €2.47 to €1.65 as a result of lower net profit.
Cash flow
In millions of EUR
Cash flow from operating activities
Cash flow used in operational investing activities
Cash flow used for acquisitions and disposals
Cash flow from financing activities
Net cash flow
2007
1,730
(985)
745
(278)
(656)
(189)
2006
1,849
(727)
1,122
(72)
(649)
401
Cash flow and investments
Cash flow from operating activities is below last year’s performance with €119 million, mainly driven
by the EC fine influencing profit, an increase in working capital investments of €177 million and higher
changes in provisions of €50 million due to the restructuring activities in Western Europe, partly
compensated by €42 million less interest paid.
Purchase of property, plant and equipment was on a higher level compared with 2006, due to
accelerated investments in capacity expansion mainly in Central and Eastern Europe and Africa and
Middle East. Proceeds from the sale of property, plant and equipment amounted to €81 million versus
€182 million last year, mainly due to the aforementioned sale of land and brewery site in Seville, Spain.
50
Financial review continued
A net amount of €278 million in 2007 was invested in acquisitions and expansion of existing interests,
compared with €72 million in 2006. Heineken acquired Královský Pivovar Krušovice a.s. in the Czech
Republic and CJSC Brewing Company ‘Syabar’, in Bobruysk, Belarus for a total amount of €241 million
Net cash flow decreased significantly to - €189 million compared to + €401 million in 2006. This decline
was mainly attributable to a lower operating cash flow and an increase in cash flow used for acquisitions.
Although the cash flow used in financing activities is stable compared with last year, lower repayments
of net borrowings of €132 million are offset by higher dividend payments of €153 million.
EBIT performance
In millions of EUR
1998
1999
Property, plant & equipment
In millions of EUR
703
2003
2000
560
980
2001
2004
719
1,170
615
2002
1,330
2003
1,323
2005
853
705
1,369
2004
2005
• Investments
• Depreciation
611
850
2006
844
1,283
706
1,832
2006
2007
2007
694
Financing structure
0.000000
140.375008
280.750017
421.125025
561.500033
701.875042
842.250050
982.625059
In millions of EUR
Total equity
Deferred tax liabilities
Employee benefits
Provisions
Loans and borrowings
Other liabilities
2007
%
2006
%
5,946
478
646
327
2,394
3,177
12,968
46
4
5
3
18
24
100
5,520
471
665
364
2,585
3,392
12,997
42
4
5
3
20
26
100
Net debt/EBITDA (beia)
Total equity
as a percentage of total assets
2003
2004
2005
2006
2007
* (Dutch GAAP)
1,123
1,528
1.91*
2003
35.8*
2004
34.6
1.41
1.26
2005
38.2
42.5
45.9
2006
2007
* (Dutch GAAP)
0.82
0.75
51
Financing and liquidity
As at 31 December 2007, total equity increased by €426 million to €5,946 million, whilst equity
attributable to equity holders of the Company increased by €395 million to €5,404 million. The total
recognised income and expense attributable to equity holders of the Company of €736 million was
offset by dividend distribution of €333 million and purchase of own shares of €15 million.
In millions of EUR
EBIT
Depreciation and impairments P, P&E
Amortisation and impairments intangible assets
EBITDA
Exceptional items (adjusted for exceptional items in
depreciation and amortisation)
EBITDA (beia)
2007
2006
1,528
712
52
2,292
1,832
739
47
2,618
276
2,568
(272)
2,346
Financing ratios
Our net-interest bearing debt position remains stable compared to last year at €1,926 million, which
is in line with our free operating cash flow and taking into account higher acquisitions and dividends.
Net debt/EBITDA (beia) ratio is 0.75 and improved versus last year (0.82), driven by a higher EBITDA (beia).
Our cash conversion rate dropped from 105 per cent in 2006 to 58 per cent in 2007, which was mainly
driven by the lower free operating cash flow and high Net profit (beia) before minority interest.
Profit appropriation
Heineken N.V.’s profit (attributable to shareholders of the Company) in 2007 amounted to €807 million.
In accordance with Article 12, paragraph 7, of the Articles of Association, the Annual General Meeting
of Shareholders will be invited to appropriate an amount of €343 million for distribution as dividend.
This proposed appropriation corresponds to a dividend of €0.70 per share of €1.60 nominal value, on
account of which an interim dividend of €0.24 was paid on 20 September 2007. The final dividend thus
amounts to €0.46 per share. Netherlands withholding tax will be deducted from the final dividend at
15 per cent. It is proposed that the remaining €464 million be added to retained earnings.
52
Dutch Corporate Governance Code
Heineken N.V. endorses the principles of the Dutch Corporate
Governance Code of December 2003 and applies virtually all best
practice provisions. In particular, the structure of the Heineken
Group – and specifically the relationship between Heineken
Holding N.V. and Heineken N.V. – prevents Heineken N.V. from
applying a small number of best practice provisions.
The Annual Meeting of Shareholders of 20 April
2005 sanctioned the way Heineken deals with the
Code and in particular the non-compliance with
a limited number of best practice provisions. Below
are the best practice provisions not (fully) applied,
or applied with explanation. The full Comply or
Explain report was published in February 2005
and is available at www.heinekeninternational.com
II.1.1
II.2.7
III.2.1
An Executive Board member is appointed
for a maximum period of four years.
A member may be reappointed for a term
of not more than four years at a time.
Members of the Executive Board who have
been appointed before 31 December 2003
have been appointed for an indefinite
period. This best practice provision cannot
be applied, as it conflicts with the law.
The maximum remuneration in the event
of dismissal is one year’s salary (the ‘fixed’
remuneration component). If the maximum
of one year’s salary would be manifestly
unreasonable for a member of the
Executive Board who is dismissed
during his first term of office, such board
member shall be eligible for a severance
pay not exceeding twice the annual salary.
In the contracts of the members of the
Executive Board there is no mention of
a specific scheme in the event of dismissal.
This best practice provision will not be
applied as it conflicts with the law.
All Supervisory Board members, with the
exception of not more than one person,
shall be independent within the meaning
of best practice provision III.2.2.
Heineken endorses the principle and
Heineken considers the members of the
Supervisory Board as independent. In
a strictly formal sense, however, three
members of the Supervisory Board do not
meet the applicable criteria.
III.2.2
A Supervisory Board member shall
be deemed to be independent if the
following criteria of dependence do
not apply to him. The said criteria are
that the Supervisory Board member
concerned or his wife, registered partner
or other life companion, foster child or
relative by blood or marriage up to the
second degree:
a. has been an employee or member
of the management board of the
company (including associated
companies as referred to in section 1
of the Disclosure of Major Holdings in
Listed Companies Act (WMZ) 1996) in
the five years prior to the appointment;
Mr. De Jong was prior to his appointment
in 2002 member of the Board of
Directors of Heineken Holding N.V. for
one year. According to this criterion Mr.
De Jong would not be independent. With
reference to criterion f., which contains
an exception for management board
positions in a group company, Heineken
does not consider this as an impediment
to Mr. De Jong being independent.
b. receives personal financial compensation
from the company, or a company
associated with it, other than the
compensation received for the work
performed as a Supervisory Board
member and in so far as this is not
in keeping with the normal course
of business;
Mr. Das receives from Heineken Holding
N.V. a financial compensation as
Chairman of the Board of Directors of
Heineken Holding N.V. Messrs. Van Lede
and de Carvalho receive from Heineken
Holding N.V. a compensation for
attending the meetings of the Board of
Directors of Heineken Holding N.V. These
compensations are in keeping with the
53
normal course of business. No other
Supervisory Board member receives
personal financial compensation from
the company, or a company associated
with it, other than the compensation
received from the work performed as
a Supervisory Board member.
c. has had an important business
relationship with the company, or a
company associated with it, in the year
prior to the appointment. This includes
the case where the Supervisory Board
member, or the firm of which he is
a shareholder, partner, associate or
adviser, has acted as adviser to the
company (consultant, external auditor,
civil notary and lawyer) and the case
where the supervisory board member
is a management board member or an
employee of any bank with which the
company has a lasting and significant
relationship;
In a strict sense Mr. Das also would not
be independent, as he was a partner in a
firm which was appointed as a consultant
to Heineken N.V. the year before his
appointment in 1994. However, Heineken
does not consider this as an impediment
to Mr. Das being independent.
e. holds at least ten per cent of the shares
in the company (including the shares held
by natural persons or legal entities which
cooperate with him under an express
or tacit, oral or written agreement);
Mr. de Carvalho is married to Mrs. de
Carvalho-Heineken (large shareholder
and delegated member of the Board
of Directors of Heineken Holding N.V.).
Mrs. de Carvalho indirectly holds more
than 10% of the shares in Heineken N.V.
Heineken does not consider this an
impediment to Mr. de Carvalho being
independent.
III.2.3
The report of the Supervisory Board shall
state that, in the view of the Supervisory
Board members, best practice provision
III.2.1 has been fulfilled, and shall also
state which Supervisory Board member is
not considered to be independent, if any.
As indicated in III.2.2, in a strictly formal
sense, three members of the Supervisory
Board do not meet the dependence criteria
as set out in best practice provision III.2.2.
However, Heineken does not consider this
as an impediment to Messrs. De Jong, Das
and de Carvalho being independent.
III.3.4
The number of supervisory boards of
Dutch listed companies of which an
individual may be a member shall be
limited to such an extent that the proper
performance of his duties is assured;
the maximum number is five, for
which purpose the chairmanship of
a supervisory board counts double.
Heineken takes the view that the decision
on whether to apply this best practice
provision should also be guided by the
Company’s interest in terms of its ability
to attract and retain skilled Supervisory
Board members. Any departures for
this provision will be mentioned in the
annual report.
III.3.5
A person may be appointed to the
Supervisory Board for a maximum
of three 4-year terms.
Given the structure of the Heineken group,
the maximum appointment period will not
be applied to members who are related by
blood or marriage to the Heineken family
or who are members of the Board of
Directors of Heineken Holding N.V. For all
other members Heineken applies the best
practice provision.
54
Dutch Corporate Governance Code continued
III.4.1
The Chairman of the Supervisory Board
shall see to it that:
or by a Supervisory Board member who
is a member of the management board
of another listed company.
Given the structure of the Heineken Group
and the character of the Board of Directors
of Heineken Holding N.V., Heineken will not
apply this best practice provision to the
extent that the Remuneration Committee
can be chaired by a Supervisory Board
member who is also a member of the
Board of Directors of Heineken Holding N.V.
Currently the Remuneration Committee is
chaired by Mr. Das, who is chairman of the
Board of Directors of Heineken Holding N.V.
a. the Supervisory Board members
follow their induction and education
or training programme;
b. the Supervisory Board members
receive in good time all information
which is necessary for the proper
performance of their duties;
c. there is sufficient time for consultation
and decision-making by the
Supervisory Board;
III.6.6
d. the committees of the Supervisory
Board function properly;
e. the performance of the Executive
Board members and Supervisory
Board members is assessed at least
once a year;
f. the Supervisory Board elects a
Vice-Chairman;
g. the Supervisory Board has proper
contact with the Executive Board
and the Works Council (or Central
Works Council).
Heineken applies this best practice
provision, with the exception of a part of
criterion g: contact with the Central Works
Council. This relates to the structure of the
group. The Central Works Council operates
on the level of Heineken Nederlands Beheer
B.V., a subsidiary with a separate
Supervisory Board.
III.5.11 The Remuneration Committee shall
not be chaired by the Chairman of the
Supervisory Board or by a former member
of the Executive Board of the company,
A delegated Supervisory Board member
is a Supervisory Board member who has
a special duty. The delegation may not
extend beyond the duties of the Supervisory
Board itself and may not include the
management of the company. It may entail
more intensive supervision and advice
and more regular consultation with the
Executive Board. The delegation shall be
of a temporary nature only. The delegation
may not detract from the role and power
of the Supervisory Board. The delegated
Supervisory Board member remains
a member of the Supervisory Board.
As regulated in the Articles of Association
of Heineken N.V., the delegated Supervisory
Board member, a position currently held by
Mr. Das (Chairman of the Board of Directors
of Heineken Holding N.V.) is consistent with
this best practice provision, except insofar
that the position is not temporary and is
held for the term for which the member
concerned is appointed by the General
Meeting of Shareholders of Heineken N.V.
Heineken considers that, as regulated by
the Articles of Association of Heineken N.V.,
the post of delegated Supervisory Board
member, which has been in existence
since 1952, befits the structure of the
Heineken Group.
55
III.7.3
The Supervisory Board shall adopt a set
of regulations containing rules governing
ownership of and transactions in
securities by Supervisory Board
members, other than securities issued
by their ‘own’ company. The regulations
shall be posted on the company’s website.
A Supervisory Board member shall give
periodic notice, but in any event at least
once a quarter, of any changes in his
holding of securities in Dutch listed
companies to the compliance officer
or, if the company has not appointed
a compliance officer, to the Chairman
of the Supervisory Board. A Supervisory
Board member who invests exclusively
in listed investment funds or who has
transferred the discretionary management
of his securities portfolio to an independent
third party by means of a written mandate
agreement is exempted from compliance
with this last provision.
This best practice provision will be applied,
provided, however, that the periodic notice
will be given only once per year.
III.8.1
The Chairman of the management board
shall not also be and shall not have been
an executive director. The Chairman of the
management board shall check the proper
composition and functioning of the entire
board. The management board shall apply
chapter III.5 of this code. The committees
referred to in chapter III.5 shall consist
only of non-executive management board
members. The majority of the members
of the management board shall be nonexecutive directors and are independent
within the meaning of best practice
provision III.2.2.
Heineken has a two-tier management
structure. Principle III.8 and the best practice
provisions do not apply to Heineken.
IV.3.8
The report of the General Meeting
of Shareholders shall be made available,
on request, to shareholders no later than
three months after the end of the meeting,
after which the shareholders shall have
the opportunity to react to the report
in the following three months. The report
shall then be adopted in the manner
provided for in the Articles of Association.
A notarial record is made of the proceedings
of the meeting, as provided for in the
Articles of Association. Heineken considers
it desirable to continue this practice. Therefore
this best practice provision will be applied
to the extent that it is consistent with a
notarial record. The notarial record will be
available no later than three months after
the meeting.
56
Decree Article 10
Decree Article 10 Information Pursuant to Takeover Directive
(Besluit Artikel 10 Overnamerichtlijn).
The issued share capital of Heineken N.V. amounts
to €783,959,350.40, consisting of 489,974,594
shares of €1.60 each. Each share carries one vote.
The shares are listed on Euronext Amsterdam.
The shares are freely transferable.
Pursuant to the Financial Markets Supervision Act
(Wet op het financieel toezicht) and the Decree on
Disclosure of Major Holdings and Capital Interests
in Securities-Issuing Institutions (Besluit melding
zeggenschap en kapitaalbelang in uitgevende
instellingen), the Financial Markets Authority has
been notified about the following substantial
shareholdings regarding Heineken N.V.:
• Mrs. C.L. de Carvalho-Heineken (indirectly
50.005 per cent; the direct 50.005 per cent
shareholder is Heineken Holding N.V.);
• ING Group N.V. (indirectly 5.40 per cent; the
direct 5.40 per cent shareholder is a subsidiary
of ING Group N.V.).
All shares carry equal rights.
There are share-based long-term incentive plans
for both the Executive Board members and senior
management. Eligibility for participation is based
on objective criteria.
Each year, performance shares are awarded to
the participants. Depending on the fulfilment of
certain predetermined performance conditions
during a three-year performance period, the
performance shares will vest and the participants
will receive real Heineken N.V. shares. The shares
required for the share-based long-term incentive
plans will be acquired by Heineken N.V. The
transfer of shares to the participants requires the
approval of the Supervisory Board of Heineken N.V.
Shares repurchased by Heineken N.V. for the
share-based long-term incentive plans do not
carry any voting rights and dividend rights. As
regards other Heineken N.V. shares, there are
no restrictions on voting rights. Shareholders who
hold shares on a predetermined record date are
entitled to attend and vote at General Meetings
of Shareholders. The record date for the Annual
General Meeting of Shareholders of 17 April 2008
is 21 days before the Annual General Meeting of
Shareholders, i.e. on 27 March 2008.
As far as known to Heineken N.V., there is no
agreement involving a shareholder of Heineken N.V.
that could lead to a restriction of the transferability
of shares or of voting rights on shares.
There are no important agreements to which
Heineken N.V. is a party and that will come into
force, be amended or be terminated under the
condition of a change of control over Heineken N.V.
as a result of a public offer.
There are no agreements of Heineken N.V. with
Executive Board members or other employees
that entitle them to any compensation rights upon
termination of their employment after completion
of a public offer on Heineken N.V. shares.
Members of the Supervisory Board and the
Executive Board are appointed by the General
Meeting of Shareholders on the basis of a nonbinding nomination by the Supervisory Board.
The General Meeting of Shareholders can dismiss
members of the Supervisory Board and the
Executive Board by a majority of the votes cast,
if the subject majority at least represents one-third
of the issued capital.
The Articles of Association can be amended by
resolution of the General Meeting of Shareholders
in which at least half of the issued capital is
represented and exclusively either at the proposal
of the Supervisory Board or at the proposal
of the Executive Board which has been approved
by the Supervisory Board, or at the proposal of
one or more Shareholders representing at least
half of the issued capital.
57
On 20 April 2005, the Annual General Meeting
of Shareholders authorised the Executive
Board (which authorisation was last renewed on
19 April 2007 for the statutory maximum period
of 18 months), to acquire own shares subject to
the following conditions and with due observance
of the law and the Articles of Association (which
require the approval of the Supervisory Board):
a. the maximum number of shares which may be
acquired is the statutory maximum of 10 per
cent of the issued share capital of Heineken N.V.;
incentive plans for both the Executive Board
members and senior management, but may
also serve other purposes, such as acquisitions.
A further renewal of the authorisation will be
submitted for approval to the Annual General
Meeting of Shareholders of 17 April 2008.
Executive Board
J.F.M.L. van Boxmeer
D.R. Hooft Graafland
b. transactions must be executed at a price
between the nominal value of the shares and
110 per cent of the opening price quoted for
the shares in the Official Price List (Officiële
Prijscourant) of Euronext Amsterdam on the
date of the transaction or, in the absence of
such a price, the latest price quoted therein;
c. transactions may be executed on the stock
exchange or otherwise.
The authorisation to acquire own shares may
be used in connection with the share-based longterm incentive plans for both the Executive Board
members and senior management, but may
also serve other purposes, such as acquisitions.
A further renewal of the authorisation will be
submitted for approval to the Annual General
Meeting of Shareholders of 17 April 2008.
On 20 April 2005, the Annual General Meeting
of Shareholders also authorised the Executive
Board (which authorisation was last renewed
on 19 April 2007 for a period of 18 months) to
issue (rights) to shares and to restrict or exclude
shareholders’ pre-emption rights, with due
observance of the law and Articles of Association
(which require the approval of the Supervisory
Board). The authorisation is limited to 10 per
cent of Heineken N.V.’s issued share capital, as per
the date of issue. The authorisation may be used
in connection with the share-based long-term
58
To the shareholders
During the year under review, the Supervisory Board performed its duties in
accordance with the law and the Articles of Association of Heineken N.V. and
supervised and advised the Executive Board on an ongoing basis.
Financial statements and profit appropriation
The Executive Board has submitted its financial
statements for 2007 to the Supervisory Board.
These financial statements can be found on pages
65 to 137 of this Annual Report.
KPMG ACCOUNTANTS N.V. audited the financial
statements. Their report appears on page 138.
The Supervisory Board recommends that
shareholders, in accordance with the Articles of
Association, adopt these financial statements and,
as proposed by the Executive Board, appropriate
€343 million of the profit as dividend and add the
remainder, amounting to €464 million, to retained
earnings. The proposed dividend amounts to
€0.70 per share of €1.60 nominal value, of which
€0.24 was paid as an interim dividend on
20 September 2007.
Supervisory Board composition
and remuneration
Mr. M.R. de Carvalho resigned by rotation from the
Supervisory Board at the Annual General Meeting
of Shareholders on 19 April 2007. Mr. de Carvalho
was duly reappointed for a period of four years.
As at the same date Mr. A.H.J. Risseeuw stepped
down from the Supervisory Board as he reached
the statutory age limit, based on the internal
regulations of the Supervisory Board. The
Supervisory Board currently consists of seven
members.
All members of the Supervisory Board comply
with best practice provision III.3.4 of the Dutch
Corporate Governance Code (maximum number
of Supervisory Board seats).
The General Meeting of Shareholders determines
the remuneration of the members of the
Supervisory Board. The 2005 Annual General
Meeting of Shareholders resolved to adjust the
remuneration of the Supervisory Board effective
1 January 2006. The detailed amounts are stated
on page 125 of the financial statements.
Corporate Governance
The Annual General Meeting of Shareholders of
20 April 2005 sanctioned the way Heineken deals
with the Dutch Corporate Governance Code
of 9 December 2003, and in particular the noncompliance with a limited number of best practice
provisions (see page 52), as a consequence of the
special character of the Company. Since then there
has been no change in the way Heineken N.V. deals
with the Code.
Meetings and activities of the
Supervisory Board
The Supervisory Board held eight meetings
with the Executive Board, including meetings by
telephone conference. The items discussed in the
meetings included recurring subjects, such as the
Company’s strategy, the financial performance
of the Group and the operating companies,
acquisitions – in particular the acquisition of part of
Scottish & Newcastle – large investment proposals,
management changes and the reappointment of
the external auditor. The external auditor attended
the meeting in which the annual results were
discussed.
One meeting was held in New York, USA where the
Regional President Americas and his management
team presented the main developments in this
region and the Management Team of Heineken
USA presented an overview of the developments
in the USA. In 2007 the Regional Presidents of
Western Europe and Asia Pacific presented the
main developments in their regions during the
regular meetings of the Supervisory Board. Also
a meeting was held on the developments of the
Heineken brand.
None of the members of the Supervisory Board
were frequently absent. Two absences in two years
or more is considered frequent.
59
Independence
With regard to the independence of the
Supervisory Board members, reference is made
to the best practice provision III.2.2 of the Dutch
Corporate Governance Code as contained in the
‘Comply or Explain’ report of 21 February 2005
(see page 52).
The external auditor was appointed in the Annual
General Meeting of 2003 for a five-year period.
In 2007 an assessment was made, following
a thorough review in 2005. The Audit Committee
recommended to the Supervisory Board to
re-appoint KPMG Accountants N.V. as the external
auditors for Heineken N.V. for a further period of
four years.
Committees
The Supervisory Board has four committees,
the Preparatory Committee, the Audit Committee,
the Selection & Appointment Committee and the
Remuneration Committee.
The Supervisory Board will submit the
recommendation for approval to the shareholders
in the Annual General meeting of Shareholders on
17 April 2008.
Preparatory Committee
Composition: Messrs. Van Lede (Chairman),
Das and de Carvalho.
Selection & Appointment Committee
Composition: Messrs. Van Lede (Chairman),
Das, de Carvalho and Lord MacLaurin.
The Preparatory Committee met eight times.
The committee prepares decision-making by
the Supervisory Board.
The Selection & Appointment Committee met
once. In this meeting the composition and the
rotation schedule of the Supervisory Board were
discussed.
Audit Committee
Composition: Messrs. De Jong (Chairman), Hessels
and Mrs. Fentener van Vlissingen.
The members collectively have the experience
and financial expertise to supervise the financial
statements and the risk profile of Heineken N.V.
The Audit Committee met three times to discuss
regular topics, such as the annual and interim
financial statements, risk management, the
adequacy of internal control policies and internal
audit programmes, the external audit scope,
approach and fees, as well as reports from both
the internal and external audits.
Remuneration Committee
Composition: Messrs. Das (Chairman), Van Lede
and de Carvalho.
The Remuneration Committee met three times.
The Remuneration Committee discussed the target
setting and payout levels for the annual bonus and
the long-term incentive plan for the Executive
Board (Heineken N.V. shares).
The Audit Committee also reviewed the
achievement of targets for the annual bonus
for the Executive Board and Senior Management
and decided on the procedure for the assessment
of the external auditor, in view of the reappointment. The CEO and the CFO attended all
the meetings, as well as the external auditor, the
Director Group Control & Accounting and the
Group Internal Auditor.
60
To the shareholders continued
Remuneration Executive Board
The Annual General Meeting of Shareholders
adopted on 19 April 2007 a revised remuneration
policy for the Executive Board. In 2006 a new
pension scheme was introduced. Details of the
policy and its implementation are described on
page 62 of this report. The remuneration policy
aims to ensure that highly qualified managers
can be attracted and retained as members of the
Executive Board. The package includes a base
salary, an annual bonus and a long-term incentive
scheme. Ensuring a balanced focus on both the
short-term and long-term, performance variable
pay is equally divided between short-term bonus
and the long-term incentive. Every two years the
policy is evaluated.
Appreciation
The Supervisory Board would like to take this
opportunity to express its gratitude to the members
of the Executive Board and all Heineken employees
for their contribution to the results in 2007.
Supervisory Board Heineken N.V.
Van Lede
De Jong
Das
de Carvalho
Hessels
Fentener van Vlissingen
MacLaurin
61
Supervisory Board as at 19 February 2008
Cees (C.J.A.) van Lede (1942)
Dutch; male.
Appointed in 2002; latest reappointment in 2006;
next reappointment in 2010. Chairman (2004).
Profession: Company Director.
Supervisory directorships Dutch stock listed
companies: Royal Philips Electronics N.V.
Other: Sara Lee Corporation, Air Liquide S.A.,
Air France/KLM, Senior Advisor Europe JP Morgan
Plc., London.
Jan Maarten (J.M.) de Jong (1945)
Dutch; male.
next reappointment in 2010. Vice-Chairman (2004).
Profession: Banker.
companies: Nutreco Holding N.V.
Other: Banca Antonveneta SpA, Italy, CRH plc,
Ireland, AON Groep Nederland B.V.
Maarten (M.) Das (1948)
Dutch; male.
next reappointment in 2009. Delegated member
(1995).
Profession: Lawyer, Partner of Loyens & Loeff.
No supervisory directorships Dutch stock listed
companies. Other: Greenfee B.V. (Chairman) Other
posts*: Heineken Holding N.V. (Chairman), L’Arche
Green N.V. (Chairman), Stichting
Administratiekantoor Priores, LAC B.V.
Michel (M.R.) de Carvalho (1944)
British; male.
next reappointment in 2011.
Profession: Banker, Investment Banking (ViceChairman) Citigroup Inc., UK.
companies.
Jan Michiel (J.M.) Hessels (1942)
Dutch; male.
next reappointment in 2009.
companies: Royal Philips Electronics N.V., Fortis N.V.
Other: NYSE Euronext (Chairman), S.C. Johnson
Europlant B.V. (Chairman), Member International
Advisory Board The Blackstone Group, USA,
Netherlands Committee for Economic Policy
Analysis (CPB) (Chairman).
Annemiek (A.M.) Fentener van Vlissingen (1961)
Dutch; female.
Appointed in 2006; reappointment in 2010.
companies: Draka Holding N.V.
Other: SHV Holdings N.V. (Chairman),
De Nederlandsche Bank N.V. (member).
Ian (I.C.) MacLaurin (1937)
British; male.
Appointed in 2006; reappointment in 2010.
companies.
Other: Evolution Group Plc., Chartwell Group Ltd.
(Chairman).
If applicable, board memberships mentioned
under ‘Other’ only list other major board
memberships.
* Where relevant to performance of the duties of
the Supervisory Board.
62
Remuneration report
The remuneration policy and structure reflects the strategic
ambitions of the Company and takes into account internal and
external circumstances. The policy seeks to maintain a tight focus
on both short-term and long-term strategic results. The policy
was adopted in the Annual General Meeting of Shareholders in
2005 and the revised policy was adopted in 2007. A review of the
policy is conducted every two years.
Remuneration Executive Board as from 2007
The remuneration package of the Executive Board
includes a base salary, a short-term incentive and
a long-term incentive. Base salary accounts for
33 per cent of the total remuneration package
at target level for the CEO and 40 per cent for the
CFO. Target percentage for each of annual bonus
and long-term incentive is 100 per cent of base
salary for the CEO and 75 per cent for the CFO.
The equal division of variable pay between shortterm bonus and long-term incentive ensures
a balanced focus, on both short-term and longterm performance.
The Company aims to achieve consistency in the
structure of the remuneration packages of both
Executive Board members and senior Heineken
executives. The variable elements in Executive
Board members’ remuneration are more strongly
emphasised than those of senior executives,
reflecting the principle of increasing performance
sensitivity in line with the impact on Group results.
Both internal pay relativities and relevant
market data are used to define the remuneration
package for the Executive Board. For market data,
a specific labour market is defined.
Heineken operates in a highly international labour
market and is headquartered in the Netherlands.
Consequently, the reference for market data
is primarily other Dutch multinational companies.
To reflect the specific business of Heineken
a minority of continental European companies
that operate in the branded consumer products
markets are included. The labour market peer
group consists of the following companies:
Akzo Nobel N.V.,
Koninklijke DSM N.V.,
Reed Elsevier N.V.,
Koninklijke Ahold N.V.,
Koninklijke KPN N.V.,
Koninklijke Numico N.V.*,
TNT N.V.,
Unilever N.V.,
Koninklijke Philips Electronics N.V.,
InBev S.A.,
Henkel KGaA,
L’Oréal S.A.,
Nestlé S.A.
* Replacement of Koninklijke Numico N.V., following its takeover, will be part of our next review in 2009.
Base salary
The members of the Executive Board are paid
at the median of the labour market peer group.
This represents €750,000 for the CEO and
€550,000 for the CFO.
Annual bonus
The focus of the annual bonus is on annual
operational performance. Organic net profit
growth is the measure used to assess the
operational performance of Heineken on
a one-year basis and accounts for 75 per
cent of the bonus opportunity. Each year, the
Supervisory Board determines an ambitious,
yet realistic organic net profit growth target. The
threshold level of payout is set at 60 per cent of
target. A linear payout curve applies. Part of the
payout is subject to meeting an acceptable cash
conversion rate. The remaining 25 per cent of the
annual bonus is linked to yearly personal targets.
The specific targets are commercially sensitive
and cannot be disclosed. At target level, the annual
bonus level for the CEO is €750,000 and for the CFO
€412,500. The maximum payout will not exceed
1.5 times the target bonus level.
Based on its overall assessment, the Supervisory
Board awarded the maximum bonus, as in 2007
all targets were exceeded. This represents
€1,125,000 for the CEO and €618,750 for the CFO.
Long-term incentive
The long-term incentive plan for the Executive
Board, in effect since 1 January 2005, is
a performance share plan. A similar plan was
63
implemented for senior management in 2006.
Each year a number of performance shares are
conditionally awarded, the vesting of which is
subject to meeting a stretching performance
target after three years. The value of the
performance shares at target level for 2007 for
the CEO is €750,000 and for the CFO €412,500.
The performance condition is total shareholder
return, measured over a three-year period,
relative to a performance peer group. The
performance peer group is different from the
labour market peer group and includes companies
with which Heineken competes for shareholder
preference. It is composed of other brewers,
but also includes European companies operating
in the branded consumer products market.
The performance peer group consists of the
following companies:
Anheuser-Busch Inc.,
Carlsberg A/S,
InBev S.A.,
SABMiller plc,
Scottish & Newcastle plc,
Henkel KGaA,
L’Oréal S.A.,
LVMH S.A.,
Koninklijke Numico N.V.*,
Nestlé S.A.,
Unilever N.V.
* Following its take-over, Koninklijke Numico N.V. has been
replaced in the performance peer group by Diageo Plc. This
replacement shall have effect as of the plan period 20052007.
If, over a three-year period, Heineken performs
better than the median of the peer group
a proportion of the performance shares will vest.
Below median, no performance shares will vest.
At sixth position, 25 per cent of the target amount
will vest. A linear vesting schedule applies, with
50 per cent of the target number vesting at fifth
position and 75 per cent at fourth position. At third
position, the target number will vest. If Heineken is
ranked first, the maximum number of performance
shares will vest. This is 1.5 times the target
amount of shares. The vested shares are subject
to a holding restriction of two years.
For the LTIP performance period, Heineken was
ranked at the end of 2007 as follows:
• Period 2007-2009: 5th
• Period 2006-2008: 3rd
• Period 2005-2007: 3rd
Heineken is acquiring the shares that will be
required for vesting.
The Executive Board performance share allocation
at target level is as follows:
• For the year starting 1 January 2005, based on
the share price of €24.53 at 31 December 2004,
17,224 performance shares for the CEO and
13,250 performance shares for the CFO. On
the basis of the fulfilment of the performance
condition (total shareholder return ranking
for the LTIP performance period 2005-2007
at third position), the performance shares will
vest within 5 business days after the publication
of the 2007 annual results as determined by the
Supervisory Board in such a way that Mr Van
Boxmeer is entitled to a gross amount (prorated to the time of appointment as CEO) of
14,244 (100 per cent of target) Heineken N.V.
shares and Mr Hooft Graafland is entitled to
a gross amount of 13,250 (100 per cent of
target) Heineken N.V. shares. As Heineken N.V.
will fulfill the tax payment obligations related
to vesting, the amount of Heineken N.V. shares
to be received by the CEO and CFO will be a net
amount in shares.
12,136 performance shares for the CFO. These
will vest, subject to the fulfilment of the
performance condition, in 2009.
64
Remuneration report continued
• For the year starting 1 January 2007, based
on the share price of €36.03 at 31 December
2006, 20,816 performance shares for the CEO
and 11,449 performance shares for the CFO.
These will vest, subject to the fulfilment of the
9,328 performance shares for the CFO. These
will vest, subject to the fulfilment of the
Pensions
In 2006 a new pension policy was introduced
for current and future members of the Executive
Board, reflecting the Netherlands market and
Netherlands legislative changes. The arrangement
is based on the principle of defined contribution.
Executive Board members can choose to
participate in the Defined Contribution Plan or
to allocate, within the fiscal rules, the amounts
into a Capital Creation option. In the Defined
Contribution Plan, apart from the survivor’s
pension, a separate lump sum of two times base
salary will be paid in the event of death whilst
in service.
In the Capital Creation option the Executive
Board member may elect to receive as income
the Defined Contribution premium amounts from
the pension scheme, less an amount equivalent to
the employee contribution. Instead of a survivor’s
pension, a lump sum of, depending on age, ten,
eight, six or four times base salary will be paid,
in the event of death whilst in service.
The retirement age is 65, but individual Executive
Board members may retire earlier with a reduced
level of benefit. Contribution rates are designed
to enable the current Executive Board members
to retire from the Company at the age of 62.
Contracts
The contracts of the Executive Board are for an
indefinite period of time. The general notice period
is six months for the Company and three months
for the members of the Executive Board. There is
no specific scheme in the event of dismissal. As
stated in the Comply or Explain Report (February
2005), on the basis of the Dutch Corporate
Governance Code, provision II.2.7 cannot be
complied with as it conflicts with the law.
Shares held by the Executive Board
As at 31 December 2007, except for the
aforementioned performance shares, the
members of the Executive Board did not hold
directly any of the Company’s shares, convertible
bonds or option rights.
Mr. Hooft Graafland held 3,052 shares of Heineken
Holding N.V. as per 31 December 2007.
Remuneration Supervisory Board
The amounts paid to the members of the
Supervisory Board are stated on page 125 of the
financial statements. These amounts came into
force as per 2006. The General Meeting of
Shareholders determines the remuneration of the
Supervisory Board.
Shares held by the Supervisory Board
As at 31 December 2007, Mr. de Carvalho held
8 shares in Heineken N.V. The other Supervisory
Board members do not hold any of the Company’s
shares, convertible bonds or option rights. As at
31 December 2007 Mr. Van Lede held 2,656 shares
in Heineken Holding N.V. and Mr. de Carvalho held
8 shares in Heineken Holding N.V.
Supervisory Board Heineken N.V.
65
Consolidated income statement
For the year ended 31 December 2007
In millions of EUR
Note
2007
2006
Revenue
5
12,564
11,829
Other income
8
30
379
Personnel expenses
Total expenses
Interest income
Interest expenses
Other net finance (expenses)/income
Net finance expenses
Share of profit of associates (net of income tax)
Profit before income tax
Income tax expenses
Profit
Attributable to:
Equity holders of the Company (net profit)
Minority interest
Profit
Weighted average number of shares – diluted
Basic earnings per share (€)
Diluted earnings per share (€)
9
10
11
12
12
12
13
23
23
23
23
8,162
2,165
764
11,091
1,503
67
(168)
(26)
(127)
25
1,401
(429)
972
7,376
2,241
786
10,403
1,805
52
(185)
11
(122)
27
1,710
(365)
1,345
807
165
972
1,211
134
1,345
489,353,315
489,974,594
1.65
1.65
489,712,594
489,974,594
2.47
2.47
66
Consolidated statement of recognised income and expense
In millions of EUR
Foreign currency translation differences
for foreign operations
Effective portion of change in fair value
of cash flow hedge
Net change in fair value of cash flow
hedges transferred to the income statement
Net change in fair value available-for-sale investments
IFRS transitional adjustments prior year
Net income and expense recognised directly in equity
Profit
Total recognised income and expense
Attributable to:
Equity holders of the Company
Minority interest
Total recognised income and expense
Note
2007
2006
12
(100)
(84)
12
51
50
12
12
22
22
(36)
2
–
(83)
972
889
–
48
(10)
4
1,345
1,349
736
153
889
1,246
103
1,349
67
Consolidated balance sheet
As at 31 December 2007
In millions of EUR
Assets
Intangible assets
Investments in associates
Other investments
Advances to customers
Deferred tax assets
Total non-current assets
Inventories
Other investments
Trade and other receivables
Prepayments and accrued income
Cash and cash equivalents
Assets classified as held for sale
Total current assets
Total assets
Equity
Share capital
Reserves
Retained earnings
Minority interests
Total equity
Liabilities
Employee benefits
Provisions
Total non-current liabilities
Bank overdrafts
Trade and other payables
Tax liabilities
Provisions
Total current liabilities
Total liabilities
Total equity and liabilities
Note
2007
2006
14
15
16
17
5,362
2,541
214
452
219
336
9,124
1,007
105
1,873
123
715
21
3,844
12,968
4,944
2,449
186
606
180
395
8,760
893
59
1,779
91
1,374
41
4,237
12,997
784
692
3,928
5,404
542
5,946
784
666
3,559
5,009
511
5,520
1,521
646
184
478
2,829
282
873
2,806
89
143
4,193
7,022
12,968
2,091
665
242
471
3,469
747
494
2,496
149
122
4,008
7,477
12,997
18
19
17
20
21
7
22
24
26
28
18
21
24
29
28
68
Consolidated statement of cash flows
In millions of EUR
Operating activities
Profit
Adjustments for:
Net interest (income)/expenses
Gain on sale of property, plant & equipment,
intangible assets and subsidiaries,
joint ventures and associates
Investment income and share of profit of associates
Income tax expenses
Other non-cash items
Cash flow from operations before changes
in working capital and provisions
Change in inventories
Change in trade and other receivables
Change in trade and other payables
Total change in working capital
Change in provisions and employee benefits
Cash flow from operations
Interest paid and received
Dividend received
Income taxes paid
Cash flow used for interest, dividend and income tax
Investing activities
Proceeds from sale of property, plant & equipment
and intangible assets
Purchase of property, plant & equipment
Purchase of intangible assets
Loans issued to customers and other investments
Repayment on loans to customers
Cash flow used in operational investing activities
Acquisition of subsidiaries, joint ventures and
minority interests, net of cash acquired
Acquisition of associates and other investments
Disposal of subsidiaries, joint ventures and
minority interests, net of cash disposed of
Disposal of associates and other investments
Cash flow used for acquisitions and disposals
Cash flow used in investing activities
Note
2007
2006
972
1,345
11
12
764
101
786
133
8
(30)
(41)
429
103
(379)
(40)
365
31
2,298
(140)
(175)
282
(33)
(53)
2,212
(96)
27
(413)
(482)
1,730
2,241
(43)
85
102
144
(3)
2,382
(138)
13
(408)
(533)
1,849
81
(1,123)
(22)
(146)
225
(985)
182
(844)
(33)
(166)
134
(727)
6
(245)
(89)
(84)
(29)
6
12
44
(278)
(1,263)
17
24
(72)
(799)
13
14
15
69
In millions of EUR
2007
2006
77
(265)
(450)
(15)
(3)
(656)
262
(582)
(297)
(14)
(18)
(649)
Net Cash Flow
(189)
401
Cash and cash equivalents as at 1 January
Effect of movements in exchange rates
Cash and cash equivalents as at 31 December
627
(5)
433
234
(8)
627
Financing activities
Proceeds from loans and borrowings
Repayment of loans and borrowings
Dividends paid
Purchase own shares
Other
Cash flow used in financing activities
Note
22
21
70
Notes to the consolidated financial statements
1. Reporting entity
Heineken N.V. (the ‘Company’) is a company domiciled in the Netherlands. The address of the Company’s
registered office is Tweede Weteringplantsoen 21, Amsterdam. The consolidated financial statements of
the Company as at and for the year ended 31 December 2007 comprise the Company and its subsidiaries
(together referred to as ‘Heineken’ or the ‘Group’ and individually as ‘Heineken’ entities) and Heineken’s
interests in joint ventures and associates.
A summary of the main subsidiaries, joint ventures and associates is included in note 34, 35 and 16.
Heineken is primarily involved in brewing and selling of beer.
2. Basis of preparation
(a) Statement of compliance
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.
The Company presents a condensed income statement, using the facility of Article 402 of Part 9, Book 2,
of the Dutch Civil Code.
The financial statements have been prepared by the Executive Board of the Company and authorised
for issue on 19 February 2008 and will be submitted for adoption to the Annual General Meeting of
Shareholders on 17 April 2008.
(b) Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the
following assets and liabilities:
•
•
•
•
Available-for-sale investments are measured at fair value.
Investments at fair value through profit and loss are measured at fair value.
Derivative financial instruments are measured at fair value.
Liabilities for equity-settled share-based payment arrangements are measured at fair value.
The methods used to measure fair values are discussed further in note 4.
(c) Functional and presentation currency
These consolidated financial statements are presented in euro, which is the Company’s functional
currency. All financial information presented in euros has been rounded to the nearest million unless
stated otherwise.
(d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts
of assets and liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future
periods affected.
71
In particular, information about significant areas of estimation uncertainty and critical judgements
in applying accounting policies that have the most significant effect on the amounts recognised in the
financial statements are described in the following notes:
•
•
•
•
•
•
•
Note 6 Acquisitions and disposals of subsidiaries, joint ventures and minority interests.
Note 15 Intangible assets.
Note 18 Deferred tax assets and liabilities.
Note 26 Employee benefits.
Note 27 Share-based payments – Long-Term Incentive Plan.
Note 28 Provisions and 32 Contingencies.
Note 30 Financial risk management and financial instruments.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements and have been applied consistently by Heineken entities.
Certain comparative amounts have been reclassified or line items have been added in order to conform
with current year’s presentation, in accordance with IFRS 7, of the consolidated balance sheet, the
consolidated statement of recognised income and expense, net finance expenses (see note 12), other
investments (see note 17), prepayments and accrued income, trade and other receivables (see note 20)
and financial risk management and financial instruments (see note 30). In addition certain comparative
amounts in the consolidated statement of cash flows have been reclassified to conform with current
year’s presentation.
(a) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by Heineken. Control exists when Heineken has the power, directly
or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from
its activities. In assessing control, potential voting rights that currently are exercisable or convertible
are taken into account. The financial statements of subsidiaries are included in the consolidated financial
statements from the date that control commences until the date that control ceases. Accounting policies
have been changed where necessary to ensure consistency with the policies adopted by Heineken.
(ii) Associates
Associates are those entities in which Heineken has significant influence, but not control, over the
financial and operating policies. Significant influence is presumed to exist when the Group holds between
20 and 50 per cent of the voting power of another entity. The consolidated financial statements include
Heineken’s share of the total recognised income and expenses of associates on an equity-accounted
basis, from the date that significant influence commences until the date that significant influence ceases.
When Heineken’s share of losses exceeds the carrying amount of the associate, the carrying amount is
reduced to nil and recognition of further losses is discontinued except to the extent that Heineken has an
obligation or has made a payment on behalf of the associate.
(iii) Joint ventures
Joint ventures are those entities over whose activities Heineken has joint control, established by
contractual agreement and requiring unanimous consent for strategic financial and operating decisions.
The consolidated financial statements include Heineken’s proportionate share of the entities’ assets,
liabilities, revenue and expenses with items of a similar nature on a line-by-line basis, from the date that
joint control commences until the date that joint control ceases.
(iv) Transactions eliminated on consolidation
Intra-Heineken balances and transactions, and any unrealised gains and losses or income and expenses
arising from intra-Heineken transactions, are eliminated in preparing the consolidated financial statements.
Unrealised income arising from transactions with associates and joint ventures are eliminated to the
extent of Heineken’s interest in the entity. Unrealised expenses are eliminated in the same way as
unrealised income, but only to the extent that there is no evidence of impairment.
72
Notes to the consolidated financial statements continued
3. Significant accounting policies continued
(b) Foreign currency
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Heineken
entities at the exchange rates at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the balance sheet date are retranslated to the functional currency
at the exchange rate at that date. The foreign currency gain or loss arising on monetary items is the
difference between amortised cost in the functional currency at the beginning of the period, adjusted
for effective interest and payments during the period, and the amortised cost in foreign currency
translated at the exchange rate at the end of the period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value
are retranslated to the functional currency at the exchange rate at the date that the fair value was
determined. Foreign currency differences arising on retranslation are recognised in the income
statement, except for differences arising on the retranslation of available-for-sale (equity) investments
and foreign currency differences arising on the retranslation of a financial liability designated as a hedge
of a net investment. Non-monetary assets and liabilities denominated in foreign currencies that are
measured at cost remain translated into the functional currency at historical exchange rates.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising
on consolidation, are translated to euro at exchange rates at the balance sheet date. The revenue and
expenses of foreign operations are translated to euro at exchange rates approximating the exchange
rates ruling at the dates of the transactions.
Foreign currency differences are recognised directly in equity as a separate component. Since 1 January
2004, the date of transition to IFRS, such differences have been recognised in the translation reserve.
The cumulative currency differences at the date of transition to IFRS were deemed to be zero. When
a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is
transferred to the income statement. Foreign exchange gains and losses arising from a monetary item
receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely
in the foreseeable future, are considered to form part of a net investment in a foreign operation and are
recognised directly in equity in the translation reserve.
The following exchange rates, for most important countries in which Heineken has operations, were used
whilst preparing these financial statements:
Year-end
Average
In EUR
2007
2006
2007
2006
CLP
EGP
NGN
PLN
RUB
SGD
USD
ZAR
0.0014
0.1238
0.0058
0.2783
0.0278
0.4725
0.6793
0.0997
0.0014
0.1333
0.0059
0.2611
0.0288
0.4951
0.7584
0.1087
0.0014
0.1294
0.0058
0.2645
0.0286
0.4850
0.7308
0.1036
0.0015
0.1389
0.0062
0.2570
0.0293
0.5020
0.7973
0.1188
73
(iii) Hedge of net investment in foreign operation
Foreign currency differences arising on the retranslation of a financial liability designated as a hedge
of a net investment in a foreign operation are recognised directly in equity, in the translation reserve,
to the extent that the hedge is effective. To the extent that the hedge is ineffective, such differences
are recognised in profit or loss. When the hedged part of a net investment is disposed of, the associated
cumulative amount in equity is transferred to profit or loss as an adjustment to the profit or loss
on disposal.
(c) Non-derivative financial instruments
(i) General
Non-derivative financial instruments comprise investments in equity and debt securities, trade and other
receivables, cash and cash equivalents, loans and borrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair
value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition
non-derivative financial instruments are measured as described below.
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable
on demand and form an integral part of Heineken’s cash management are included as a component of
cash and cash equivalents for the purpose of the statement of cash flows.
Accounting for interest income, interest expenses and other net finance income and expenses are
discussed in note 3r.
(ii) Held-to-maturity investments
If Heineken has the positive intent and ability to hold debt securities to maturity, they are classified as
held-to-maturity. Debt securities are loans and long-term receivables and are measured at amortised
cost using the effective interest method, less any impairment losses. Investments held-to-maturity are
recognised or derecognised on the day they are transferred to or by Heineken. Held-to–maturity
investments includes loans to customers of Heineken.
(iii) Available-for-sale investments
Heineken’s investments in equity securities and certain debt securities are classified as available-for-sale.
Subsequent to initial recognition, they are measured at fair value and changes therein, except for
impairment losses (see note 3i(i)), and foreign exchange gains and losses on available-for-sale monetary
items (see note 3b(i)), are recognised directly in equity. When these investments are derecognised, the
cumulative gain or loss previously recognised directly in equity is recognised in the income statement.
Where these investments are interest-bearing, interest calculated using the effective interest method is
recognised in the income statement. Available-for-sale investments are recognised or derecognised by
Heineken on the date it commits to purchase or sell the investments.
(iv) Investments at fair value through profit or loss
An investment is classified as at fair value through profit or loss if it is held for trading or is designated
as such upon initial recognition. Investments are designated at fair value through profit or loss if
Heineken manages such investments and makes purchase and sale decisions based on their fair value
in accordance with Heineken’s documented risk management or investment strategy. Upon initial
recognition, attributable transaction costs are recognised in the income statement when incurred.
Investments at fair value through profit or loss are measured at fair value, with changes therein
recognised in the income statement. Investments at fair value through profit and loss are recognised
or derecognised by Heineken on the date it commits to purchase or sell the investments.
74
(v) Other
Other non-derivative financial instruments are measured at amortised cost using the effective interest
method, less any impairment losses. Included in non-derivative financial instruments are advances
to customers. Subsequently the advances are amortised over the term of the contract as a reduction
of revenue.
(d) Derivative financial instruments
(i) General
Heineken uses derivatives in the ordinary course of business in order to manage market risks. Generally
Heineken seeks to apply hedge accounting in order to minimise the effects of foreign currency
fluctuations in the income statement.
Derivatives that can be used are interest rate swaps, forward rate agreements, caps and floors, forward
exchange contracts and options. Transactions are entered into with a limited number of counterparties
with strong credit ratings. Foreign currency and interest rate hedging operations are governed by an
internal policy and rules approved and monitored by the Executive Board.
Derivative financial instruments are recognised initially at fair value, with attributable transaction
costs recognised in the income statement when incurred. Derivatives for which hedge accounting
is not applied are accounted for as instruments at fair value through profit or loss. When derivatives
qualify for hedge accounting, subsequent measurement is at fair value, and changes therein accounted
for as described in note 3d(ii).
The fair value of interest rate swaps is the estimated amount that Heineken would receive or pay
to terminate the swap at the balance sheet date, taking into account current interest rates and the
current creditworthiness of the swap counterparties.
(ii) Cash flow hedges
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are
recognised directly in equity to the extent that the hedge is effective. To the extent that the hedge
is ineffective, changes in fair value are recognised in the income statement.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold,
terminated or exercised, then hedge accounting is discontinued and the cumulative unrealised gain or
loss recognised in equity is recognised in the income statement immediately. When a hedging instrument
is terminated, but the hedged transaction still is expected to occur, the cumulative gain or loss at that
point remains in equity and is recognised in accordance with the above-mentioned policy when the
transaction occurs. When the hedged item is a non-financial asset, the amount recognised in equity
is transferred to the carrying amount of the asset when it is recognised. In other cases the amount
recognised in equity is transferred to the income statement in the same period that the hedged item
affects the income statement.
(iii) Economic hedges
Hedge accounting is not applied to derivative instruments that economically hedge monetary assets and
liabilities denominated in foreign currencies. Changes in the fair value of such derivatives are recognised
in the income statement as part of foreign currency gains and losses.
75
(e) Share capital
(i) Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax effects.
(ii) Repurchase of share capital (treasury shares)
When share capital recognised as equity is repurchased, the amount of the consideration paid, which
includes directly attributable costs, is net of any tax effects, and is recognised as a deduction from
equity. Repurchased shares are classified as treasury shares and are presented in the reserve for own
shares. When treasury shares are sold or reissued subsequently, the amount received is recognised as
an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from
retained earnings.
(iii) Dividends
Dividends are recognised as a liability in the period in which they are declared.
(f) Property, Plant and Equipment (P, P and E)
(i) Owned assets
Items of property, plant and equipment are measured at cost less government grants received (refer (q)),
accumulated depreciation (refer (iv)) and accumulated impairment losses (refer accounting policy 3i(ii)).
Cost comprises the initial purchase price increased with expenditures that are directly attributable
to the acquisition of the asset (like transports and non-recoverable taxes). The cost of self-constructed
assets includes the cost of materials and direct labour and any other costs directly attributable
to bringing the asset to a working condition for its intended use (like an appropriate proportion of
production overheads), and the costs of dismantling and removing the items and restoring the site on
which they are located. Borrowing costs related to the acquisition or construction of qualifying assets
are recognised in the income statement when incurred.
Spare parts that are acquired as part of an equipment purchase and only to be used in connection with
this specific equipment are initially capitalised and amortised as part of the equipment.
Where an item of property, plant and equipment comprises major components having different useful
lives, they are accounted for as separate items of property, plant and equipment.
(ii) Leased assets
Leases in terms of which Heineken assumes substantially all the risks and rewards of ownership are
classified as finance leases. Upon initial recognition P, P and E acquired by way of finance lease is measured
at an amount equal to the lower of its fair value and the present value of the minimum lease payments
at inception of the lease. Lease payments are apportioned between the outstanding liability and finance
charges so as to achieve a constant periodic rate of interest on the remaining balance of the liability.
Other leases are operating leases and are not recognised on Heineken’s balance sheet. Payments made
under operating leases are charged to the income statement on a straight-line basis over the term of the
lease. When an operating lease is terminated before the lease period has expired, any payment required
to be made to the lessor by way of penalty is recognised as an expense in the period in which
termination takes place.
76
(iii) Subsequent expenditure
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying
amount of the item or recognised as a separate asset, as appropriate, if it is probable that the future
economic benefits embodied within the part will flow to Heineken and its cost can be measured reliably.
The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of
property, plant and equipment are recognised in the income statement when incurred.
(iv) Depreciation
Land is not depreciated as it is deemed to have an infinite life. Depreciation on other P, P and E is charged
to the income statement on a straight-line basis over the estimated useful lives of items of property,
plant and equipment, and major components that are accounted for separately. Assets under
construction are not depreciated. The estimated useful lives are as follows:
• Buildings
• Plant and equipment
• Other fixed assets
30 – 40 years
10 – 30 years
5 – 10 years
Where parts of an item of P, P and E have different useful lives, they are accounted for as separate items
of P, P and E.
The depreciation methods, residual value as well as the useful lives are reassessed, and adjusted if
appropriate, annually.
(v) Net gains on sale
Net gains on sale of items of P, P and E are presented in the income statement as other income.
Net gains are recognised in the income statement when the significant risks and rewards of ownership
have been transferred to the buyer, recovery of the consideration is probable, the associated costs can
be estimated reliably, and there is no continuing management involvement with the P, P and E.
(g) Intangible assets
(i) Goodwill
Goodwill arises on the acquisition of subsidiaries, associates and joint ventures and represents the
excess of the cost of the acquisition over Heineken’s interest in net fair value of the net identifiable
assets, liabilities and contingent liabilities of the acquiree. Goodwill on acquisitions of subsidiaries is
included in ‘intangible assets’. Goodwill arising on the acquisition of associates is included in the carrying
amount of the associate.
In respect of acquisitions prior to 1 October 2003, goodwill is included on the basis of deemed cost,
being the amount recorded under previous GAAP.
Goodwill on acquisitions purchased before 1 January 2003 has been deducted from equity.
Goodwill arising on the acquisition of a minority interest in a subsidiary represents the excess of the cost
of the additional investment over the carrying amount of the net assets acquired at the date of exchange.
Goodwill is measured at cost less accumulated impairment losses (refer accounting policy 3i(ii)).
Goodwill is allocated to cash-generating units for the purpose of impairment testing and is tested
annually for impairment.
Negative goodwill is recognised directly in the income statement.
77
(ii) Brands
Brands acquired, separately or as part of a business combination, are capitalised as part of a brand
portfolio if the portfolio meets the definition of an intangible asset and the recognition criteria are
satisfied. Brand portfolios acquired as part of a business combination include the customer base related
to the brand because it is assumed that brands have no value without a customer base and vice versa.
Brand portfolios acquired as part of a business combination are valued at fair value based on the royalty
relief method. Brands and brand portfolios acquired separately are measured at cost. Brands and brand
portfolios are amortised on a straight-line basis over their estimated useful life.
(iii) Software, research and development and other intangible assets
Purchased software is measured at cost less accumulated amortisation (refer (v)) and impairment losses
(refer accounting policy 3i(ii)). Expenditure on internally developed software is capitalised when the
expenditure qualifies as development activities, otherwise it is recognised in the income statement when
incurred.
Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge
and understanding, is recognised in the income statement when incurred.
Development activities involve a plan or design for the production of new or substantially improved
products and processes. Development expenditure is capitalised only if development costs can be
measured reliably, the product or process is technically and commercially feasible, future economic
benefits are probable, and Heineken intends to and has sufficient resources to complete development
and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and
overhead costs that are directly attributable to preparing the asset for its intended use. Borrowing costs
related to the development of qualifying assets are recognised in the income statement when incurred.
Other development expenditure is recognised in the income statement when incurred.
Capitalised development expenditure is measured at cost less accumulated amortisation (refer (v)) and
accumulated impairment losses (refer accounting policy 3i(ii)).
Other intangible assets that are acquired by Heineken are measured at cost less accumulated
amortisation (refer (v)) and impairment losses (refer accounting policy 3i(ii)). Expenditure on internally
generated goodwill and brands is recognised in the income statement when incurred.
(iv) Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied
in the specific asset to which it relates. All other expenditure is expensed when incurred.
(v) Amortisation
Intangible assets with a finite life are amortised on a straight-line basis over their estimated useful lives
from the date they are available for use. The estimated useful lives are as follows:
• Brands
• Software
• Capitalised development costs
15 – 25 years
3 years
3 years
78
(vi) Gains and losses on sale
Gains on sale of intangible assets are presented in the income statement as other income. Gains are
recognised in the income statement when the significant risks and rewards of ownership have been
transferred to the buyer, recovery of the consideration is probable, the associated costs can be estimated
reliably, and there is no continuing management involvement with the intangible assets.
(h) Inventories
(i) General
Inventories are measured at the lower of cost and net realisable value, based on the First In First Out
principle and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course
of business, less the estimated costs of completion and selling expenses.
(ii) Finished products and work in progress
Finished products and work in progress are measured at manufacturing cost based on weighted
averages and takes into account the production stage reached. Costs include an appropriate share
of direct production overheads based on normal operating capacity.
(iii) Other inventories and spare parts
The cost of other inventories is based on weighted averages. Spare parts are valued at the lower of
cost and net realisable value. Value reductions and usage of parts are charged to the income statement.
Spare parts that are acquired as part of an equipment purchase and only to be used in connection with
this specific equipment are initially capitalised and amortised as part of the equipment.
(i) Impairment
(i) Financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence
that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one
or more events have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the
difference between its carrying amount, and the present value of the estimated future cash flows
discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale
financial asset is calculated by reference to its current fair value.
Individually significant financial assets are tested for impairment on an individual basis. The remaining
financial assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in the income statement. Any cumulative loss in respect of an
available-for-sale financial asset recognised previously in equity is transferred to the income statement.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the
impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale
financial assets that are debt securities, the reversal is recognised in the income statement. For
available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.
79
(ii) Non-financial assets
The carrying amounts of Heineken’s non-financial assets, other than inventories (refer accounting
policy (h)) and deferred tax assets (refer accounting policy (s)), are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists then the asset’s
recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are
not yet available for use, the recoverable amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is considered the value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a post-tax
discount rate that reflects current market assessments of the time value of money and the risks specific
to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group
of assets that generates cash inflows from continuing use that are largely independent of the cash
inflows of other assets or groups of assets (the ‘cash-generating unit’). The goodwill acquired in a
business combination, for the purpose of impairment testing, is allocated to cash-generating units that
are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds
its recoverable amount. A cash-generating unit is the smallest identifiable asset group that generates
cash flows that largely are independent from other assets and groups. Impairment losses are recognised
in the income statement. Impairment losses recognised in respect of cash-generating units are allocated
first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying
amount of the other assets in the unit (group of units) on a pro rata basis. An impairment loss in respect
of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods
are assessed at each reporting date for any indications that the loss has decreased or no longer exists.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount
does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
(j) Non-current assets held for sale
Non-current assets (or disposal groups comprising assets and liabilities) that are expected to be
recovered primarily through sale rather than through continuing use are classified as held for sale.
Immediately before classification as held for sale, the assets (or components of a disposal group) are
remeasured in accordance with Heineken’s accounting policies. Thereafter the assets (or disposal group)
are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss
on a disposal group first is allocated to goodwill, and then to remaining assets and liabilities on pro rata
basis, except that no loss is allocated to inventories, financial assets, deferred tax assets and employee
benefit assets, which continue to be measured in accordance with Heineken’s accounting policies.
Impairment losses on initial classification as held for sale and subsequent gains or losses on
remeasurement are recognised in the income statement. Gains are not recognised in excess of any
cumulative impairment loss.
(k) Employee benefits
(i) Defined contribution plans
A defined contribution plan is a pension plan under which the Group pays fixed contributions into
a separate entity. The Group has no legal or constructive obligations to pay further contributions if the
fund does not hold sufficient assets to pay all employees the benefits relating to employee service in
thecurrent and prior periods.
Obligations for contributions to defined contribution pension plans are recognised as an employee
benefit expense in the income statement when they are due. Prepaid contributions are recognised as
an asset to the extent that a cash refund or a reduction in future payments is available.
80
(ii) Defined benefit plans
A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined
benefit plans define an amount of pension benefit that an employee will receive on retirement, usually
dependent on one or more factors such as age, years of service and compensation. Heineken’s net
obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating
the amount of future benefit that employees have earned in return for their service in the current and
prior periods; that benefit is discounted to determine its present value. Any unrecognised past service
costs and the fair value of any plan assets are deducted. The discount rate is the yield at balance sheet
date on AA-rated bonds that have maturity dates approximating the terms of Heineken’s obligations and
that are denominated in the same currency in which the benefits are expected to be paid.
The calculations are performed annually by qualified actuaries using the projected unit credit method.
Where the calculation results in a benefit to Heineken, the recognised asset is limited to the net total of
any unrecognised actuarial losses and past service costs and the present value of any future refunds
from the plan or reductions in future contributions to the plan.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by
employees is recognised as an expense in the income statement on a straight-line basis over the average
period until the benefits become vested. To the extent that the benefits vest immediately, the expense is
recognised immediately in the income statement.
In respect of actuarial gains and losses that arise, Heineken applies the corridor method in calculating
the obligation in respect of a plan. To the extent that any cumulative unrecognised actuarial gain or loss
exceeds 10 per cent of the greater of the present value of the defined benefit obligation and the fair
value of plan assets, that portion is recognised in the income statement over the expected average
remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss
is not recognised.
(iii) Other long-term employee benefits
Heineken’s net obligation in respect of long-term employee benefits, other than pension plans, is the
amount of future benefit that employees have earned in return for their service in the current and prior
periods; that benefit is discounted to determine its present value, and the fair value of any related assets
is deducted. The discount rate is the yield at balance sheet date on high-quality credit-rated bonds that
have maturity dates approximating the terms of Heineken’s obligations. The obligation is calculated using
the projected unit credit method. Any actuarial gains or losses are recognised in profit or loss in the
period in which they arise.
(iv) Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal
retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits.
Termination benefits are recognised as an expense when Heineken is demonstrably committed to
either terminating the employment of current employees according to a detailed formal plan without
possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage
voluntary redundancy. Termination benefits for voluntary redundancies are recognised if Heineken has
made an offer encouraging voluntary redundancy, it is probable that the offer will be accepted, and the
number of acceptances can be estimated reliably.
Benefits falling due more than 12 months after the balance sheet date are discounted to their present value.
81
(v) Share-based payment plan (long-term incentive plan)
As at 1 January 2005 Heineken established a share plan for the Executive Board members (see note 27),
as at 1 January 2006 Heineken also established a share plan for senior management members
(see note 27).
The share plan for the Executive Board is fully based on external performance conditions, while the plan
for senior management members is for 25 per cent based on external market performance conditions
and for 75 per cent on internal performance conditions.
The grant date fair value of the share rights granted is recognised as personnel expenses with
a corresponding increase in equity (equity-settled), over the period that the employees become
unconditionally entitled to the share rights. The costs of the share plan for both the Executive Board
and senior management members are spread evenly over the performance period.
At each balance sheet date, Heineken revises its estimates of the number of share rights that are
expected to vest, only for the 75 per cent internal performance conditions of the share plan of the
senior management members. It recognises the impact of the revision of original estimates, if any, in the
income statement, with a corresponding adjustment to equity. The fair value is measured at grant date
using the Monte Carlo model taking into account the terms and conditions of the plan.
(vi) Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed
as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term benefits if the Group has
a present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
(l) Provisions
(i) General
A provision is recognised if, as a result of a past event, Heineken has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will
be required to settle the obligation. Provisions are measured at the present value of the expenditures
to be expected to be required to settle the obligation using a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the obligation. The increase in the
provision due to passage of time is recognised as part of the net finance expenses.
(ii) Restructuring
A provision for restructuring is recognised when Heineken has approved a detailed and formal
restructuring plan, and the restructuring has either commenced or has been announced publicly. Future
operating costs are not provided for. The provision includes the benefit commitments in connection with
early retirement, relocation and redundancy schemes.
(iii) Onerous contracts
A provision for onerous contracts is recognised when the expected benefits to be derived by Heineken
from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The
provision is measured at the present value of the lower of the expected cost of terminating the contract
and the expected net cost of continuing with the contract. Before a provision is established, Heineken
recognises any impairment loss on the assets associated with that contract.
82
(m) Loans and borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently stated at amortised cost any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the income statement over the period of the borrowings using
the effective interest method.
Borrowings for which the Group has an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date, are classified as non-current liabilities.
(n) Revenue
(i) Products sold
Revenue from the sale of products in the ordinary course of business is measured at the fair value of
the consideration received or receivable, net of sales tax, excise duties, returns, customer discounts and
other sales-related discounts. Revenue from the sale of products is recognised in the income statement
when the amount of revenue can be measured reliably, the significant risks and rewards of ownership
have been transferred to the buyer, recovery of the consideration is probable, the associated costs and
possible return of products can be estimated reliably, and there is no continuing management
involvement with the products.
(ii) Other revenue
Other revenues are proceeds from royalties, rental income and technical services to third parties, net
of sales tax. Royalties are recognised in the income statement on an accrual basis in accordance with the
substance of the relevant agreement. Rental income and technical services are recognised in the income
statement when the services have been delivered.
(o) Other income
Other income are gains from sale of P, P and E, intangible assets and (interests in) subsidiaries, joint
ventures and associates, net of sales tax. They are recognised in the income statement when ownership
has been transferred to the buyer.
(p) Expenses
(i) Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line basis
over the term of the lease. Lease incentives received are recognised in the income statement as an
integral part of the total lease expense, over the term of the lease.
(ii) Finance lease payments
Minimum lease payments under finance leases are apportioned between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease
term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the
remaining term of the lease when the lease adjustment is confirmed.
(q) Government grants
Government grants are recognised at their fair value when it is reasonably assured that Heineken will
comply with the conditions attaching to them and the grants will be received.
Government grants relating to P, P and E are deducted from the carrying amount of the asset.
Government grants relating to costs are deferred and recognised in the income statement over the
period necessary to match them with the costs that they are intended to compensate.
83
(r) Interest income, interest expenses and other net finance income and expenses
Interest income and expenses are recognised as they accrue, using the effective interest method unless
collectibility is in doubt.
Other net finance income comprises dividend income, gains on the disposal of available-for-sale
investments, changes in the fair value of investments designated at fair value through profit or loss
and held for trading investments and gains on hedging instruments that are recognised in the income
statement. Dividend income is recognised in the income statement on the date that Heineken’s right
to receive payment is established, which in the case of quoted securities is the ex-dividend date.
Other net finance expenses comprise unwinding of the discount on provisions, changes in the fair
value of investments designated at fair value through profit or loss and held for trading investments,
impairment losses recognised on investments, and losses on hedging instruments that are recognised
in the income statement.
Foreign currency gains and losses are reported on a net basis.
(s) Income tax
Income tax comprises current and deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items recognised directly to equity, in which case it is recognised
in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted
or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Deferred tax is recognised using the balance sheet method, for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial
recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit, and differences relating to investments
in subsidiaries and joint ventures to the extent that the Company is able to control the timing of the
reversal of the temporary difference and they will probably not reverse in the foreseeable future.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the balance sheet date and are expected to apply when the related deferred income tax
asset is realised or the deferred income tax liability is settled. Deferred tax assets and liabilities are
offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate
to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will
be available against which the temporary difference can be utilised. Deferred tax assets are reviewed
at each balance sheet date and are reduced to the extent that it is no longer probable that the related
tax benefit will be realised.
When an entity has a history of recent losses, the entity recognises a deferred tax asset arising from
unused tax losses or tax credits only to the extent that the entity has sufficient taxable temporary
differences or there is convincing other evidence that sufficient taxable profit will be available against
which the unused tax losses or unused tax credits can be utilised by the entity.
84
(t) Earnings per share
Heineken presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS
is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined
by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number
of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which comprise
share rights granted to employees.
(u) Cash flow statement
The cash flow statement is prepared using the indirect method. Changes in balance sheet items that
have not resulted in cash flows such as translation differences, fair value changes, equity-settled sharebased payments and other non-cash items, have been eliminated for the purpose of preparing this
statement. Assets and liabilities acquired as part of a business combination are included in investing
activities (net of cash acquired). Dividends paid to ordinary shareholders are included in financing
activities. Dividends received are classified as operating activities. Interest paid is also included in
operating activities.
(v) Segment reporting
A segment is a distinguishable component of Heineken that is engaged either in providing related
products or services (business segment), or in providing products or services within a particular economic
environment (geographical segment), which is subject to risks and rewards that are different from those
of other segments. Segment information is presented in respect of the Group’s business and geographical
segments. Heineken’s primary format for segment information is based on geographical segments.
Inter-segment transfers or transactions are entered into under the normal commercial terms and
conditions that would also be available to unrelated third parties.
Segment results, assets and liabilities include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis. Unallocated result items comprise net finance expenses
and income tax expenses. Unallocated assets comprise current other investments and cash call deposits.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and
equipment, and intangible assets other than goodwill.
(w) Emission rights
Emission rights are related to the emission of CO2, which relates to the production of energy. Heineken
has received a certain quantity of emission rights from the government for free for the first allocation
period 2005–2007. These rights are freely tradable. Bought emission rights and liabilities due to production
of CO2 are measured at cost, including any directly attributable expenditure. Emission rights received for
free are also recorded at cost, i.e. with a zero value.
(x) Recently issued IFRS
(i) Standard and amendment effective in 2007
IFRS 7 ‘Financial instruments: Disclosures and the complementary amendment to IAS 1 Presentation
of financial statements – Capital disclosures’ is effective as from 2007. 2006 comparative disclosures
have been amended accordingly. For a description of the changes due to this standard, refer to note 3
significant accounting policies.
85
(ii) New standards and interpretations not yet adopted
The following new standards and interpretations to existing standards relevant to Heineken are not
yet effective for the year ended 31 December 2007, and have not been applied in preparing these
consolidated financial statements:
• IAS 23 (Amendment) Borrowing costs (effective from 1 January 2009). The amendment to
the standard is still subject to endorsement by the EU. It requires an entity to capitalise borrowing
costs directly attributable to the acquisition, construction or production of a qualifying asset (one
that takes a substantial period of time to get ready for use or sale) as part of the cost of that asset.
The option of immediately expensing those borrowing costs will be removed. The revised IAS 23 will
constitute a change in accounting policy for Heineken. In accordance with the transitional provisions
the Company will apply the revised IAS 23 to qualifying assets for which capitalisation of borrowing
costs commences on or after the effective date.
• IFRS 8 Operating segments (effective from 1 January 2009). The standard is still subject to endorsement
by the EU. IFRS 8 replaces IAS 14 and aligns segment reporting with the requirements of the US standard
SFAS 131, ‘Disclosures about segments of an enterprise and related information’. The new standard
requires a ‘management approach’, under which segment information is presented on the same basis
as that used for internal reporting purposes. The Company is currently assessing the impact.
• IFRIC 13 Customer loyalty programmes (effective from 1 July 2008). The interpretation is still subject
to endorsement by the EU. IFRIC 13 clarifies that where goods or services are sold together with
a customer loyalty incentive (for example, loyalty points or free products), the arrangement is a
multiple-element arrangement and the consideration receivable from the customer is allocated
between the components of the arrangement in using fair values. The Company is currently assessing
the impact, but it is not expected that it will have a material impact.
• IFRIC 14 IAS 19 – The limit on a defined benefit asset, minimum funding requirements and their
interaction (effective from 1 January 2008). The interpretation is still subject to endorsement by the
EU. IFRIC 14 provides guidance on assessing the limit in IAS 19 on the amount of the surplus that can
be recognised as an asset. It also explains how the pension asset or liability may be affected by a
statutory or contractual minimum funding requirement. It is not expected that the IFRIC will have a
material impact on Heineken’s accounts.
• IFRIC 11 IFRS 2 – Group and Treasury Share Transactions (effective for annual periods beginning
on or after 1 March 2007). IFRIC 11 requires a share-based payment arrangement in which an entity
receives goods or services as consideration for its own equity instruments to be accounted for as
an equity-settled share-based payment transaction, regardless of how the equity instruments are
obtained. Based on the fact that the LTIP of Heineken is already accounted for as equity-settled, it
is not expected that this IFRIC will have an impact.
86
4. Determination of fair values
(i) General
A number of Heineken’s accounting policies and disclosures require the determination of fair value, for
both financial and non-financial assets and liabilities. Fair values have been determined for measurement
and/or disclosure purposes based on the following methods. When applicable, further information about
the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(ii) Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is
based on the quoted market prices for similar items.
(iii) Intangible assets
The fair value of brands acquired in a business combination is based on the ‘relief of royalty’ method.
The fair value of other intangible assets is based on the discounted cash flows expected to be derived
from the use and eventual sale of the assets.
(iv) Inventories
The fair value of inventories acquired in a business combination is determined based on its estimated
selling price in the ordinary course of business less the estimated costs of completion and sale, and
a reasonable profit margin based on the effort required to complete and sell the inventories.
(v) Investments in equity and debt securities
The fair value of financial assets at fair value through profit or loss, held-to-maturity investments and
available-for-sale financial assets is determined by reference to their quoted bid price at the reporting
date. The fair value of held-to-maturity investments is determined for disclosure purposes only.
(vi) Trade and other receivables
The fair value of trade and other receivables is estimated as the present value of future cash flows,
discounted at the market rate of interest at the reporting date.
(vii) Derivative financial instruments
The fair value of forward exchange contracts is based on their listed market price, if available. If
a listed market price is not available, then fair value is in general estimated by discounting the difference
between the contractual forward price and the current forward price for the residual maturity of the
contract using a risk-free interest rate (based on inter-bank interest rates).
The fair value of interest rate swaps is estimated by discounting the difference between cash flows
resulting from the contractual interest rates of both legs of the transaction, taking into account current
interest rates and the current creditworthiness of the swap counterparties.
(viii) Non-derivative financial instruments
Fair value, which is determined for disclosure purposes, is calculated based on the present value of
future principal and interest cash flows, discounted at the market rate of interest at the reporting date.
For finance leases the market rate of interest is determined by reference to similar lease agreements.
(ix) Interest rates
The interest rates used to discount estimated cash flows were as follows:
Derivatives
Non-derivative financial instruments, assets
Non-derivative financial instruments, liabilities
Finance leases
2007
2006
0%-11.0%
0.4%-3.8%
4.0%-5.0%
3.8%-10.5%
0%-7.0%
0.4%-2.9%
4.0%-5.0%
8.0%-13.0%
87
5. Segment reporting
General
Segment information is presented only in respect of geographical segments consistent with Heineken’s
management and internal reporting structure. Over 80 per cent of the Heineken sales consist of beer.
The risks and rewards in respect of sales of other beverages do not differ significantly from beer, as such
no business segments are reported.
Heineken has multiple distribution models to deliver goods to end customers. Deliveries are done in
some countries via own wholesalers, in other markets directly and in some others via third parties. As
such distribution models are country-specific and on consolidated level diverse. Therefore the results
and the balance sheet items cannot be split between types of customers on a consolidated basis. The
various distribution models are also not centrally managed or monitored. Therefore no secondary
segment information is provided.
Geographical segments
In presenting information on the basis of geographical segments, segment revenue is based on the
geographical location of customers. Export revenue and results are also allocated to the regions. Most
of the production facilities are located in Europe. Sales to the other regions are charged at transfer prices
with a surcharge for cost of capital. Segment assets are based on the geographical location of the assets.
Heineken distinguishes the following geographical segments:
•
•
•
•
•
•
Western Europe
The Americas
Asia Pacific
Head Office/eliminations
88
5. Segment reporting continued
Geographical segments
Western Europe
In millions of EUR
Central and
Eastern Europe
The Americas
2007
2006
2007
2006
2007
2006
4,814
636
5,450
4,752
599
5,351
3,668
18
3,686
3,337
22
3,359
2,043
–
2,043
1,975
–
1,975
26
361
3
16
1
15
416
916
376
339
263
257
4
5
–
15
10
31,910
–
313
11,223
43,446
32,100
–
305
10,596
43,001
51,114
6,397
–
356
57,867
46,925
6,433
–
269
53,627
13,718
3,792
223
–
17,733
13,197
3,555
172
–
16,924
Segment assets
Investment in associates
Total segment assets
Unallocated assets
Total assets
3,778
7
3,785
4,046
9
4,055
5,586
16
5,602
5,238
14
5,252
1,170
74
1,244
1,176
55
1,231
Segment liabilities
Total equity
3,664
3,583
3,432
2,950
431
546
393
Purchase of P, P and E
11
Acquisition of goodwill
5
Purchases of intangible assets
253
Depreciation of P, P and E
–
Impairment and reversal of impairment of P, P & E
9
Amortisation intangible assets
–
Impairment intangible assets
340
5
5
264
11
6
–
417
135
12
290
14
18
21
287
12
16
298
12
18
19
70
–
2
49
–
3
–
53
7
11
42
–
3
–
Revenue
Third party revenue1
Interregional revenue
Total revenue
Other income
Share of profit of associates
Income tax expenses
Profit
Attributable to:
Equity holders of the Company (net profit)
Minority interest
Beer volumes2
Consolidated volume
Minority interests
Licences
Interregional volume
Group volume
1
2
(6)
Includes other revenue of €249 million in 2007 and €241 million in 2006.
For volume definitions see ‘Glossary’.
89
Head Office/
Eliminations
Asia Pacific
2007
2006
2007
2006
2007
2006
1,412
4
1,416
1,179
3
1,182
597
–
597
560
–
560
30
(658)
(628)
–
3
–
–
325
231
93
86
4
4
7
9
Consolidated
2007
2006
26
(624)
(598)
12,564
–
12,564
11,829
–
11,829
–
(16)
30
379
30
(24)
1,503
1,805
–
15,668
1,044
1,586
2
18,300
13,281
925
3,500
–
17,706
7,418
5,060
933
–
13,411
6,402
4,157
993
–
11,552
1,358
37
1,395
1,105
36
1,141
473
80
553
457
72
529
831
631
263
279
(1,599)
170
1
2
85
–
1
–
98
4
1
78
1
1
–
35
2
1
20
1
–
–
34
39
–
20
–
–
–
38
4
–
(3)
3
–
–
–
(127)
25
(429)
972
(122)
27
(365)
1,345
807
165
972
1,211
134
1,345
–
– 119,828 111,905
–
– 16,293 15,070
–
–
3,055
4,970
(11,581) (10,865)
–
–
(11,581) (10,865) 139,176 131,945
25
–
25
307
–
307
12,390
214
12,604
364
12,968
12,329
186
12,515
482
12,997
(512)
7,022
5,946
12,968
7,477
5,520
12,997
1,123
153
22
694
18
31
21
844
67
33
706
33
28
19
32
–
–
4
9
–
–
90
6. Acquisitions and disposals of subsidiaries, joint ventures and minority interests
Krušovice and Syabar acquisition
On 4 September 2007 Heineken acquired Králowský Pivovar Krušovice a.s. in the Czech Republic from
Radeberger Gruppe KG. The transaction was funded from existing cash resources.
On 28 December 2007, Heineken acquired the Cypriot holding company of the CJSC Brewing Company
‘Syabar’, in Bobruysk, Belarus. Heineken acquired Syabar’s Cypriot holding company from a consortium
led by Detroit Investments Limited (Cyprus) and from the International Finance Corporation, an affiliate
of the World Bank. The transaction was funded from existing cash resources.
Due to the competitive sensitivity and the non-disclosure agreements with the parties involved, the
acquisition prices of the Krušovice and Syabar acquisition are not individually disclosed.
Effect of Krušovice and Syabar acquisition
The Krušovice and Syabar acquisition had the following effect on Heineken’s assets and liabilities on
acquisition date.
In millions of EUR
Intangible assets
Other investments
Inventories
Trade and other receivables,
prepayments and accrued income
Minority interests
Provisions
Current liabilities
Net identifiable assets and liabilities
Goodwill on acquisition
Consideration paid, satisfied in cash
Cash acquired
Net cash outflow
Note
14
15
28
18
15
Preacquisition
Recognised
carrying
Fair value
values on
amounts adjustments acquisition
70
–
8
7
50
17
–
–
120
17
8
7
10
2
–
(9)
(1)
(1)
(32)
54
–
–
(2)
–
–
(13)
–
52
10
2
(2)
(9)
(1)
(14)
(32)
106
134
240
(2)
238
The fair values of assets and liabilities have been determined on a provisional basis, as not all information
was available on the balance sheet date.
The amount of goodwill paid relates to synergies Heineken expects to realise. With respect to the
Krušovice acquisition, the synergies to be achieved are a result of a stronger presence in the Czech
market a growth expected that the potential growth opportunities will be realised with the appropriate
commercial investments. Furthermore, it is expected that cost synergies will be realised due to more
efficient purchasing, sourcing and selling, as a result of the integration of these activities within the
region Central and Eastern Europe.
With respect to the Syabar acquisition, the synergies to be achieved are a result of a stronger presence
in the Belarus market, also it is expected that the Belarus market will become a fast-growing market and
by way of this acquisition a platform is established from which it is expected that both the Heineken
brand and imported Russian brands will grow. Furthermore, it is expected that cost synergies will be
realised resulting from more efficient purchasing, sourcing and selling due to the integration of these
activities within the region Central and Eastern Europe.
91
The contribution of these acquisitions in 2007 to results from operating activities was €1 million and to
revenue €12 million.
If both acquisitions had occurred on 1 January 2007, management estimates that consolidated results
from operating activities would have been €6 million higher and consolidated revenue would have
been €49 million higher. In determining these amounts, management has assumed that the fair value
adjustments that arose on the date of the acquisitions would have been the same if the acquisitions had
occurred on 1 January 2007.
Other acquisitions and disposals
In addition to the acquisitions of Krušovice and Syabar, there were various other minor acquisitions and
disposals during 2007.
In 2007 wholesalers in France, Spain and the Netherlands were acquired. In Vietnam and Germany
breweries were acquired.
Disposals during the year concerned a number of wholesalers in Italy and Austria. Furthermore our joint
venture in Chile sold the majority of shares of a subsidiary, which held investments in brands.
Effect of other acquisitions and disposals
Other acquisitions and disposals had the following effect on Heineken’s assets and liabilities on
acquisition date.
In millions of EUR
Intangible assets
Investments in associates
Other investments
Deferred tax assets
Inventories
Trade and other receivables,
prepayments and accrued income
Minority interests
Employee benefits
Current liabilities
Net identifiable assets and liabilities
Goodwill on acquisitions
Consideration paid/(received), satisfied in cash
Cash disposed of/(acquired)
Net cash outflow/(inflow)
Note
14
15
18
26
15
Total other
acquisitions
2007
Total
disposals
2007
6
–
7
9
–
2
(11)
(11)
–
(2)
(3)
(2)
1
2
–
–
–
(35)
(8)
17
9
(2)
7
(12)
(1)
(6)
2
1
36
(9)
(4)
(13)
1
(12)
The fair values of assets and liabilities of some acquisitions have been determined on a provisional basis,
as not all information was available yet on the balance sheet date.
The contribution in 2007 of the other acquisitions to results from operating activities and to revenue was
immaterial. If the acquisitions had occurred on 1 January 2007, management estimates that consolidated
results from operating activities and consolidated revenue would not have been materially different.
Aquisition of minority interests
In 2007, Heineken increased its ownership in Heineken Spain. The Group recognised an increase in
goodwill of €6 million.
92
7. Assets classified as held for sale
Assets classified as held for sale represent land and buildings following the commitment of Heineken to
a plan to sell the land and buildings. During 2007, part of the assets classified as held for sale have been
sold. Efforts to sell the remaining assets have commenced and are expected to be completed during 2008.
In millions of EUR
2007
2006
21
41
2007
2006
27
–
3
30
351
10
18
379
8. Other income
In millions of EUR
Net gain on sale of P, P and E
Net gain on sale of intangible assets
Net gain on sale of subsidiaries, joint ventures and associates
The net gain on sale of P, P and E in 2006 is for €320 million relating to the sale of a brewery site in
Seville, Spain.
9. Raw materials, consumables and services
In millions of EUR
Raw materials
Non-returnable packaging
Goods for resale
Inventory movements
Marketing and selling expenses
Transport expenses
Energy and water
Repair and maintenance
EC fine
Other expenses
For more details regarding the EC fine, refer to note 32.
2007
896
1,592
1,604
(51)
1,627
711
290
263
219
1,011
8,162
2006
780
1,439
1,531
(11)
1,493
640
268
258
–
978
7,376
93
10. Personnel expenses
In millions of EUR
Wages and salaries
Compulsory social security contributions
Contributions to defined contribution plans
Expenses related to defined benefit plans
Increase in other long-term employee benefits
Equity-settled share-based payment plan
Other personnel expenses
Note
26
27
2007
2006
1,488
245
14
84
9
7
318
2,165
1,490
249
10
100
10
4
378
2,241
The average number of employees during the year was:
2007
2006
The Netherlands
Other Western Europe
The Americas
Asia Pacific
Heineken N.V. and subsidiaries
3,909
11,575
18,749
1,797
9,516
893
4,315
12,080
20,220
1,785
11,504
1,035
The Americas
Asia Pacific
Joint ventures1
4,983
4,440
1,614
5,787
16,824
5,061
4,323
659
4,666
14,709
2,488
1,468
716
2,893
2,526
1,429
330
2,333
The Americas
Asia Pacific
Joint ventures employees pro rata
1
46,439
50,939
7,565
54,004
6,618
57,557
Employees of joint ventures are stated at 100%.
11. Amortisation, depreciation and impairments
In millions of EUR
Property, plant &equipment
Intangible assets
Note
2007
2006
14
15
712
52
764
739
47
786
94
12. Net finance expenses
Recognised in the income statement
In millions of EUR
Interest income on unimpaired held-to-maturity investments
Interest income on impaired held-to-maturity investments
Interest income on available-for-sale investments
Interest income on cash and cash equivalents
Interest income
Interest expenses
Dividend income on available-for-sale investments
Net gain on disposal of investments held for trading
Net change in fair value of derivatives
Net foreign exchange loss
Unwinding discount on provisions
Other net finance income
2007
2006
6
–
1
60
67
10
1
1
40
52
(168)
(185)
16
–
(4)
(37)
(1)
(26)
13
1
10
(11)
(2)
11
(127)
(122)
2007
2006
Recognised directly in equity
In millions of EUR
Foreign currency translation differences for foreign operations
Effective portion of changes in fair value of cash flow hedges
Net change in fair value of cash flow hedges transferred to the income statement
Net change in fair value of available-for-sale investments
Recognised in:
Fair value reserve
Hedging reserve
Translation reserve
(100)
51
(36)
2
(83)
(84)
50
–
48
14
2
15
(100)
(83)
48
50
(84)
14
95
13. Income tax expenses
Recognised in the income statement
In millions of EUR
Current tax expense
Current year
Over provided in prior years
Deferred tax expense
Change in previously unrecognised temporary differences
Origination and reversal of temporary differences
Change in tax rate
(Benefit)/charge of tax losses recognised
Under/(over)provided in prior years
Total income tax expenses in the income statement
2007
2006
408
(30)
378
439
(26)
413
(1)
37
4
(7)
18
51
429
(55)
(6)
10
3
–
(48)
365
Reconciliation of effective tax rate
In millions of EUR
2007
Profit before income tax
Net gain on sale of subsidiaries, joint ventures and associates
Income from associates
Dividend income
Taxable profit
%
Income tax using the Company’s domestic tax rate
Effect of tax rates in foreign jurisdictions
Effect of non-deductible expenses
Effect of tax incentives and exempt income
Change in previously unrecognised temporary differences
Effect of recognition of previously unrecognised tax losses
Current year losses for which no deferred tax asset is recognised
Effect of change in tax rates
Under/(over) provided in prior years
Other reconciling items
2006
1,401
(3)
(25)
(16)
1,357
25.5
1.3
6.6
(2.7)
(0.1)
(0.1)
1.1
0.3
(0.9)
0.7
31.7
2007
346
18
89
(36)
(2)
(2)
15
4
(12)
9
429
1,710
(18)
(27)
(13)
1,652
%
2006
29.6
(3.0)
2.4
(3.2)
(3.3)
(0.3)
0.4
0.6
(1.6)
0.4
22.0
489
(50)
40
(53)
(55)
(4)
7
10
(26)
7
365
In 2007 the tax effect related to the fine of the European Commission of €219 million has been included
in non-deductible expenses.
In 2006 within various countries it was agreed with the tax authorities to fiscally amortise goodwill.
This benefit was capitalised in 2006 and explains the decrease in change in previously unrecognised
temporary differences.
Deferred tax (debit)/credit recognised directly in equity
In millions of EUR
Relating to changes in fair value recognised directly in equity
Note
18
2007
2006
(5)
(5)
(14)
(14)
96
14. Property, plant and equipment
In millions of EUR
Note
Cost
Balance as at 1 January 2006
Purchases
Transfer of completed projects under construction
Transfer to assets classified as held for sale
Disposals
Balance as at 31 December 2006
Purchases
Transfer of completed projects under construction
Transfer to/from assets classified as held for sale
Disposals
Depreciation and impairment losses
Balance as at 1 january 2006
Depreciation charge for the year
Impairment losses
Reversal impairment losses
Transfer to assets classified as held for sale
Disposals
Depreciation charge for the year
Impairment losses
Reversal impairment losses
Transfer to/from assets classified as held for sale
Disposals
Carrying amount
As at 1 January 2006
6
11
11
11
6
11
11
11
Land and
buildings
Plant and
Other
Under
equipment fixed assets construction
Total
2,725
88
40
27
(70)
(150)
(39)
2,621
5,093
(125)
125
104
–
(214)
(76)
4,907
2,985
53
311
90
(6)
(198)
(30)
3,205
271
2
368
(221)
–
–
(7)
413
11,074
18
844
–
(76)
(562)
(152)
11,146
2,621
41
56
109
12
(32)
(27)
2,780
4,907
29
186
241
(3)
(156)
(58)
5,146
3,205
14
344
72
(1)
(347)
(25)
3,262
413
2
537
(422)
–
1
(9)
522
11,146
86
1,123
–
8
(534)
(119)
11,710
(1,339)
11
(75)
(10)
–
35
115
14
(1,249)
(2,724)
8
(251)
(24)
2
–
163
23
(2,803)
(1,944)
(9)
(380)
(3)
2
–
169
15
(2,150)
–
–
–
–
–
–
–
–
–
(6,007)
10
(706)
(37)
4
35
447
52
(6,202)
(1,249)
7
(74)
(8)
3
(4)
15
13
(1,297)
(2,803)
21
(252)
(23)
13
2
142
26
(2,874)
(2,150)
1
(368)
(12)
9
–
320
23
(2,177)
–
–
–
–
–
–
–
–
–
(6,202)
29
(694)
(43)
25
(2)
477
62
(6,348)
1,386
1,372
1,372
1,483
2,369
2,104
2,104
2,272
1,041
1,055
1,055
1,085
271
413
413
522
5,067
4,944
4,944
5,362
97
Impairment losses
In 2007 a total impairment loss of €43 million was charged to the income statement. These impairment
losses related to various entities of which a total of €20 million related to impairments of the Karlsberg
Brewery in Germany held by our joint venture, Brau Holding International, in Germany.
Security
Property, plant & equipment totalling €68 million (2006: €131million) has been pledged to the authorities
in a number of countries as security for the payment of taxation, particularly excise duties on beers, nonalcoholic beverages and spirits and import duties.
Property, plant and equipment under construction
Property, plant & equipment under construction mainly relates to expansion of the brewing capacity in
the Netherlands, Spain, Russia, Poland and Congo.
98
15. Intangible assets
In millions of EUR
Note
Goodwill
Software,
research and
development
Brands
and other
Total
Cost
Purchases/internally developed
Disposals
2,152
67
–
–
7
2,226
232
11
11
–
(1)
253
137
2
22
(1)
(2)
158
2,521
80
33
(1)
4
2,637
Purchases/internally developed
Disposals
2,226
153
–
–
(38)
2,341
253
4
–
–
(2)
255
158
2
22
(1)
–
181
2,637
159
22
(1)
(40)
2,777
(14)
–
(17)
(31)
(20)
(11)
(1)
(32)
(107)
(17)
(1)
(125)
(141)
(28)
(19)
(188)
(31)
–
(18)
–
–
(49)
(32)
(11)
(3)
–
2
(44)
(125)
(20)
–
1
1
(143)
(188)
(31)
(21)
1
3
(236)
212
221
221
211
30
33
33
38
Amortisation and impairment losses
Amortisation charge for the year
Impairment losses
Amortisation charge for the year
Impairment losses
Disposals
Carrying amount
6
11
11
11
11
2,138
2,195
2,195
2,292
2,380
2,449
2,449
2,541
99
Impairment tests for cash-generating units containing goodwill
The aggregate carrying amounts of goodwill allocated to each cash-generating unit are as follows:
In millions of EUR
Brau Union
Russia
Compania Cervecerias Unidas (CCU)
Various other entities
2007
2006
1,250
434
328
2,012
280
2,292
1,116
451
339
1,906
289
2,195
Goodwill has been tested for impairment as at 31 December 2007. The recoverable amounts exceed
the carrying amount of the cash-generating units including goodwill, except for cash-generating units
(various other entities) where an impairment loss of €18 million was charged to the income statement.
This mainly relates to impairments of goodwill on the Karlsberg Brewery in Germany for a total amount
of €13 million.
The recoverable amounts of the cash-generating units are based on value-in-use calculations. Value-inuse was determined by discounting the future post-tax cash flows generated from the continuing use of
the unit using a post-tax discount rate.
The key assumptions used for the value in use calculations are as follows:
• Cash flows were projected based on actual operating results and the three-year business plan. Cash
flows for a further seven-year period were extrapolated using expected annual per country volume
growth rates, which are based on external sources. Management believes that this forecasted period
is justified due to the long-term nature of the beer business and past experiences.
• The beer price growth per year after the first three-year period is assumed to be at specific per
country expected annual long-term inflation, based on external sources.
• Cash flows after the first ten-year period were extrapolated using expected annual long-term inflation,
based on external sources, in order to calculate the terminal recoverable amount.
• A per cash-generating unit specific post-tax Weighted Average Cost of Capital (WACC) was applied in
determining the recoverable amount of the units. The WACC’s used are presented in the table below,
accompanied by the expected volume growth rates and the expected long-term inflation:
Post-tax WACC
Expected annual long-term inflation
Expected volume growth rates 2011-2017
Brau union
Russia
CCU
Other
8.7%
2.9%
1.0%
13.1%
6.8%
2.8%
9.4%
3.4%
3.1%
6.4%-17.4%
1.3%-8.7%
-0.3%-4.4%
The values assigned to the key assumptions represent management’s assessment of future trends in the
beer industry and are based on both external sources and internal sources (historical data).
100
16. Investments in associates
Heineken has the following investments in associates, direct or indirect through subsidiaries or joint
ventures:
Country
Cervecerias Costa Rica S.A.
Brasserie Nationale d’Haïti
Guinness Ghana Breweries Ltd.
Sierra Leone Brewery
Guinness Anchor Berhad1,2
Thai Asia Pacific Brewery Co. Ltd.1,2
Jiangsu DaFuHao Breweries Co. Ltd.1,2
1
2
Costa Rica
Haïti
Ghana
Sierra Leone
Malaysia
Thailand
China
Ownership
2007
Ownership
2006
25.0%
23.3%
20.0%
42.5%
10.7%
14.7%
22.5%
25.0%
23.3%
20.0%
42.5%
10.7%
14.7%
22.5%
Indirect through joint ventures.
The reporting date of the financial statements of these associates is 30 September.
Heineken’s share in the profit of associates for the year ended 31 December 2007 was €25 million
(2006: €27 million).
Guinness Anchor Berhad is listed on the Malaysian stock exchange. Fair value as at 31 December 2007
amounted to €37 million (2006: €42 million).
Heineken is considered to have significant influence in Guinness Anchor Berhad and Thai Asia Pacific
Brewery Co. Ltd. indirectly via Heineken’s interest in Asia Pacific Investment Pte. Ltd.
101
17. Other investments
In millions of EUR
Non-current other investments
Held-to-maturity investments
Available-for-sale investments
Current other investments
Investments held for trading
Financial assets held for trading
Derivatives used for hedging
Note
2007
2006
30
30
218
234
452
404
202
606
30
15
15
90
105
12
12
47
59
30
Included in held-to-maturity investments are loans to customers with a carrying amount of €145 million
as at 31 December 2007 (2006: €180 million). Effective interest rates range from 3 to 10 per cent.
€139 million (2006: €168 million) matures between one and five years and €6 million (2006: €12 million)
after five years.
In 2006, deferred payments in relation to the sale of a brewery site in Seville, Spain, amounting to
€147 million were included in held-to-maturity investments and is included in trade and other receivables
as at 31 December 2007.
Within available-for-sale investments, debt securities (which are interest-bearing) with a carrying amount
of €26 million (2006: €24 million) are included.
Sensitivity analysis – equity price risk
An amount of €76 million as at 31 December 2007 (2006: €84 million) of available-for-sale investments
and investments held for trading is listed on stock exchanges. A 1 per cent increase in the share price at
the reporting date would have increased equity by €1 million (2006: €1 million) an equal change in
the opposite direction would have decreased equity by €1 million (2006: €1 million).
102
18. Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following items:
Assets
Liabilities
Net
In millions of EUR
2007
2006
2007
2006
2007
2006
Intangible assets
Investments
Inventories
Employee benefits
Provisions
Other items
Tax losses carry-forwards
Tax assets/(liabilities)
Set-off of tax
Net tax assets/(liabilities)
21
65
3
15
1
113
52
98
17
385
(49)
336
21
79
9
12
(3)
134
73
72
13
410
(15)
395
(388)
(45)
(2)
–
–
–
–
(92)
–
(527)
49
(478)
(387)
(41)
(2)
(2)
–
1
5
(58)
(2)
(486)
15
(471)
(367)
20
1
15
1
113
52
6
17
(142)
–
(142)
(366)
38
7
10
(3)
135
78
14
11
(76)
–
(76)
Heineken has losses carry-forwards for an amount of €193 million (2006: €119 million) as per
31 December 2007 which expire in the following years:
In millions of EUR
2007
2006
2007
2008
2009
2010
2011
2012
After 2012 respectively 2011 but not unlimited
Unlimited
–
18
12
8
3
2
65
85
193
(71)
122
33
23
24
13
7
3
–
36
13
119
(42)
77
21
Recognised as deferred tax assets gross
Unrecognised gross
Unrecognised net
The tax losses expire in different years. Deferred tax assets have not been recognised in respect of
these items because it is not probable that future taxable profit will be available against which Heineken
can utilise the benefits thereof.
The increase of €45 million in unrecognised gross tax losses mainly relates to impairments taken for
which it is uncertain that they will be recovered by future profits.
103
Movement in temporary differences during the year
In millions of EUR
Intangible assets
Investments
Inventories
Employee benefits
Provisions
Other items
In millions of EUR
Intangible assets
Investments
Inventories
Employee benefits
Provisions
Other items
Effect of
Balance
Changes movements
1 January
in
in foreign Recognised Recognised
2006 consolidation
exchange
in income
in equity
(360)
(15)
14
9
3
139
60
24
19
(107)
(3)
6
–
–
(6)
–
–
(7)
–
(10)
9
–
–
(1)
–
(1)
–
1
(1)
7
(13)
47
(6)
2
–
(3)
19
9
(7)
48
Balance
31
December
2006
1
–
(1)
–
–
–
(1)
(13)
–
(14)
Effect of
Balance
Changes movements
1 January
in
in foreign Recognised Recognised
2007 consolidation
exchange
in income
in equity
(366)
38
7
10
(3)
135
78
14
11
(76)
(4)
(9)
–
1
1
(1)
(5)
–
–
(17)
7
–
–
–
3
–
–
(3)
–
7
(4)
(9)
(6)
4
–
(21)
(21)
–
6
(51)
(366)
38
7
10
(3)
135
78
14
11
(76)
Balance
31
December
2007
–
–
–
–
–
–
–
(5)
–
(5)
(367)
20
1
15
1
113
52
6
17
(142)
19. Inventories
In millions of EUR
Raw materials
Work in progress
Finished products
Goods for resale
Non-returnable packaging
Other inventories
2007
2006
168
92
188
221
108
230
1,007
131
86
226
162
85
203
893
101
97
In millions of EUR
Inventories measured at net realisable value
In 2007 the write-down of inventories to net realisable value amounted to €12 million (2006: €8 million).
The write-downs are included in expenses for raw materials, consumables and services.
104
20. Trade and other receivables
In millions of EUR
Note
2007
2006
30
9
1,416
448
1,873
22
1,388
369
1,779
Trade receivables due from associates and joint ventures
Trade receivables
Other receivables including current part loans to customers
Included in other receivables including current part loans to customers, is a deferred payment in relation
to the sale of a brewery site in 2006 in Seville, Spain, amounting to €153 million.
With respect to this deferred payment, Heineken España received bank guarantees from several banks
to cover this deferred payment by the buyer, due in March 2008.
A net impairment loss of €19 million (2006: €3 million) in respect of trade receivables was included in
expenses for raw materials, consumables and services.
21. Cash and cash equivalents
In millions of EUR
Bank balances
Call deposits
Bank overdrafts
Cash and cash equivalents in the statement of cash flows
Note
30
24
2007
2006
326
389
715
(282)
433
894
480
1,374
(747)
627
Heineken set up notional cash pools in 2006. The structure facilitates interest and balance compensation
of cash and bank overdrafts. This notional pooling did not meet the strict set-off rules under IFRS in
2006, and as a result, the cash and bank overdraft balances have been reported ‘gross’ on the balance
sheet. On a ‘netted’ pro forma basis cash and cash equivalents and overdraft balances would have been
€401 million lower, resulting in €973 million cash and cash equivalents and €346 million bank overdraft
balances as at 31 December 2006. In 2007 the set-off rules under IFRS have been met.
105
22. Total equity
In millions of EUR
Note
Balance as at
1 January 2006
Share
capital
784
Translation Hedging
reserve reserve
148
Fair
Other Reserve
value
legal for own
reserve reserves shares
(21)
49
392
Net recognised
income and expense
–
(52)
49
48
Profit
–
–
–
–
110
(6)
–
–
–
Equity
attributable
to equity
holders
Retained
of the Minority
earnings Company interests
2,617 3,969
(4)
Transfer to retained earnings
–
–
–
–
(37)
–
37
Dividends to shareholders
–
–
–
–
–
–
(196)
Purchase minority shares
–
–
–
–
–
–
Purchase own shares
–
–
–
–
–
(14)
Share-based payments
27
35
1,101 1,211
Total
equity
545 4,514
(31)
4
134 1,345
–
–
–
(196)
(101)
(297)
–
–
(30)
(30)
–
(14)
–
(14)
–
–
–
–
–
–
4
4
–
4
–
–
–
–
–
–
–
–
(6)
(6)
Balance as at
31 December 2006
784
96
28
97
459
(14) 3,559 5,009
511 5,520
Balance as at
1 January 2007
784
96
28
97
459
(14) 3,559 5,009
511 5,520
(89)
–
–
–
–
–
–
–
16
–
–
–
–
–
–
–
2
–
–
–
–
–
–
–
19
89
4
–
–
–
–
–
7
44
99
571
Net recognised
income and expense
Profit
Transfer to retained earnings
Dividends to shareholders
Purchase minority shares
Purchase own shares
Share-based payments
27
Balance as at
31 December 2007
–
–
–
–
–
–
–
–
784
–
–
–
–
–
(15)
–
–
(19)
(71)
718
807
(4)
–
(333) (333)
–
–
–
(15)
7
7
–
–
(29) 3,928 5,404
(12)
(83)
165
972
–
–
(117) (450)
(13)
(13)
–
(15)
–
7
8
8
542 5,946
Share capital
Ordinary shares
In millions of EUR
2007
2006
On issue as at 1 January
Issued for cash
784
On issue as at 31 December
784
784
–
784
–
As at 31 December 2007, the issued share capital comprised 489,974,594 ordinary shares
(2006: 489,974,594). The ordinary shares have a par value of €1.60. All issued shares are fully paid.
The Company’s authorised capital amounts to €2.5 billion, comprising of 1,562,500,000 shares.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company. In respect of the Company’s shares that are
held by Heineken (see next page), rights are suspended.
106
22. Total equity continued
Translation reserve
The translation reserve comprises foreign currency differences arising from the translation of the
financial statements of foreign operations of the Group (excluding amounts attributable to minority interests).
Hedging reserve
This reserve comprises the effective portion of the cumulative net change in the fair value of cash
flow hedging instruments where the hedged transaction has not yet occurred. Heineken considers this
a legal reserve.
Fair value reserve
This reserve comprises the cumulative net change in the fair value of available-for-sale investments until
the investment is derecognised or impaired. Heineken considers this a legal reserve.
Other legal reserves
These reserves relate to the share of profit of joint ventures and associates over the distribution of which
Heineken does not have control. The movement in these reserves reflects retained earnings of joint
ventures and associates minus dividends received.
In case of a legal or other restriction which causes that retained earnings of subsidiaries cannot be freely
distributed, a legal reserve is recognised for the restricted part.
Reserve for own shares
The reserve for the Company’s own shares comprises the cost of the Company’s shares held by
Heineken. As at 31 December 2007, Heineken held 800,000 of the Company’s shares (2006: 410,000).
Dividends
The following dividends were declared and paid by Heineken:
In millions of EUR
2007
2006
Final dividend previous year €0.44, respectively €0.24 per qualifying ordinary share
Interim dividend current year €0.24, respectively €0.16 per qualifying ordinary share
Total dividend declared and paid
215
118
78
196
118
333
As approved during the Annual General Meeting of Shareholders in April 2007, Heineken renewed its
dividend policy by reinforcing the relationship between dividend payments and the annual development
of net profit before exceptional items and amortisation of brands. Heineken’s dividend policy targets a
payout of 30 to 35% of net profit before exceptional items and amortisation of brands.
After the balance sheet date the Executive Board proposed the following dividends. The dividends, taken
into account the interim dividends declared and paid, have not been provided for.
In millions of EUR
2007
2006
€0.70 per qualifying ordinary share (2006: €0.60)
343
294
Prior-year adjustments in 2006
In 2006, BHI recognised IFRS transitional adjustments, which should have been reflected in the 2004
Heineken IFRS opening balance sheet. The prior-year estimation error, with a negative impact of
€10 million, is not considered material and was recognised in equity in 2006.
107
23. Earnings per share
Basic earnings per share
The calculation of basic earnings per share as at 31 December 2007 is based on the profit attributable to
ordinary shareholders of the Company (net profit) of €807 million (2006: €1,211 million) and a weighted
average number of ordinary shares – basic outstanding during the year ended 31 December 2007
of 489,353,315 (2006: 489,712,594).
Basic earnings per share for the year amounts to €1.65 (2006: €2.47).
In thousands of shares
Number of shares – basic – as at 1 January
Effect of own shares held
Weighted average number of shares – basic – as at 31 December
2007
489,564,594
(211,279)
489,353,315
2006
489,974,594
(262,000)
489,712,594
Diluted earnings per share
The calculation of diluted earnings per share as at 31 December 2007 was based on the profit attributable
to ordinary shareholders of the Company (net profit) of €807 million (2006: €1,211 million) and a weighted
average number of ordinary shares – basic outstanding after adjustment for the effects of all dilutive
potential ordinary shares of 489,974,594 (2006: 489,974,594). Diluted earnings per share for the year
amounted to €1.65 (2006: €2.47).
24. Loans and borrowings
This note provides information about the contractual terms of Heineken’s interest-bearing loans and
borrowings. For more information about Heineken’s exposure to interest rate risk and foreign currency
risk, refer to note 30.
Non-current liabilities
In millions of EUR
Secured bank loans
Unsecured bank loans
Unsecured bond issues
Finance lease liabilities
Non-current interest-bearing liabilities
Non-current non-interest-bearing liabilities
2007
2006
38
304
1,143
16
1,501
20
1,521
70
642
1,341
6
2,059
32
2,091
2007
2006
39
291
216
2
548
323
2
282
1,155
22
159
2
1
184
293
17
747
1,241
Current interest-bearing liabilities
In millions of EUR
Current portion of secured bank loans
Current portion of unsecured bank loans
Current portion of unsecured bond issues
Current portion of finance lease liabilities
Total current portion of non-current interest-bearing liabilities
Deposits from third parties
Other current interest-bearing liabilities
Bank overdrafts
108
24. Loans and borrowings continued
Net interest-bearing debt position
In millions of EUR
2007
Non-current interest-bearing liabilities
Current portion of non-current interest-bearing liabilities
Deposits from third parties and other current interest-bearing liabilities
1,501
548
325
2,374
282
2,656
(730)
1,926
Bank overdrafts
Cash, cash equivalents and investments held for trading
Net interest-bearing debt position
2006
2,059
184
310
2,553
747
3,300
(1,386)
1,914
Terms and debt repayment schedule
Terms and conditions of outstanding loans were as follows:
In millions of EUR
Nominal
Currency interest rate %
Secured bank loans
EUR
Secured bank loans
USD
Secured bank loans
various
EUR
PLN
CLP
EGP
various
EUR
EUR
EUR
CLP
various
Deposits from third parties and other
current interest-bearing liabilities
various
various
various
1.2-6.6
various
various
4.2-4.5
5.5-8.0
8.9-11.6
various
4.4
5.0
5.5
7.6-8.0
various
various
various
Repayment
Face
value
2007
Carrying
amount
2007
Face
value
2006
Carrying
amount
2006
various
2008-2011
various
various
2008
2009-2012
2009-2010
various
2010
2013
2008
2024-2025
various
45
9
23
327
6
101
56
105
500
600
200
41
22
45
9
23
327
6
101
56
105
499
597
200
41
22
52
15
25
456
26
86
85
148
500
600
200
48
–
52
15
25
456
26
86
85
148
499
597
200
47
–
various 325
18
various
2,378
325
18
2,374
310
7
2,558
310
7
2,553
Committed facilities: the Heineken N.V. €2 billion Revolving Credit Facility 2005-2012 was not utilised as
at 31 December 2007 (31 December 2006: not utilised).
25. Finance lease liabilities
Finance lease liabilities are payable as follows:
In millions of EUR
Less than one year
Between one and five years
More than five years
Future
minimum
lease
payments
2007
2
6
12
20
Present value
of minimum
lease
Interest
payments
2007
2007
–
1
1
2
2
5
11
18
Future
minimum
lease
payments
2006
2
4
1
7
Present value
of minimum
lease
Interest
payments
2006
2006
–
–
–
–
2
4
1
7
109
26. Employee benefits
In millions of EUR
2007
Present value of unfunded obligations
Present value of funded obligations
Total present value of obligation
Fair value of plan assets
Present value of net obligation
Actuarial gains (losses) not recognised
Recognised liability for defined benefit obligations
Other long-term employee benefits
2006
345
2,571
2,916
(2,535)
381
171
552
94
646
309
2,734
3,043
(2,397)
646
(78)
568
97
665
Plan assets comprise:
In millions of EUR
Equity securities
Government bonds
Properties and real estate
Other plan assets
2007
2006
1,050
959
220
306
2,535
968
955
199
275
2,397
Liability for defined benefit obligations
Heineken makes contributions to a number of defined benefit plans that provide pension benefits for
employees upon retirement in a number of countries being mainly: the Netherlands, Greece, Austria,
Germany, Italy, France, Spain and Nigeria. In other countries the pension plans are defined contribution
plans and/or similar arrangements for employees.
Other long-term employee benefits mainly relate to long-term bonus plans, termination benefits and
jubilee benefits.
Movements in the present value of the defined benefit obligations
In millions of EUR
Defined benefit obligations as at 1 January
Changes in consolidation and reclassification
Benefits paid
Current service costs and interest on obligation (see next page)
Past service costs
Effect of any curtailment or settlement
Actuarial gains
Defined benefit obligations as at 31 December
Note
6
2007
2006
3,043
(1)
(4)
(98)
206
1
4
(235)
2,916
3,121
(1)
(2)
(97)
209
2
6
(195)
3,043
110
26. Employee benefits continued
Movements in the present value of plan assets
In millions of EUR
2007
Fair value of plan assets as at 1 January
Contributions paid into the plan
Benefits paid
Expected return on plan assets
Actuarial gains
Fair value of plan assets as at 31 December
Actual return on plan assets
2006
2,397
(3)
91
(98)
129
19
2,535
2,268
(3)
99
(97)
118
12
2,397
148
138
2007
2006
72
134
(129)
2
1
4
84
84
125
(118)
1
2
6
100
Expense recognised in the income statement
In millions of EUR
Note
Current service costs
Interest on obligation
Expected return on plan assets
Actuarial gains and losses recognised
Past service costs
Effect of any curtailment or settlement
10
Principal actuarial assumptions as at the balance sheet date
Western and Central
and Eastern Europe
Discount rate as at
31 December
Expected return on plan
assets as at 1 January
Future salary increases
Future pension increases
Medical cost trend rate
Americas
Africa and the
Middle East
Asia
Pacific
2007
2006
2007
2006
2007
2006
2007
2006
3.5-5.7
2.5-6
5.5-6.5
5.5-6.5
4.6-15
4.5-15
3.5-9.5
3.5-13
1.5-6.6
2-9
1-2.5
1.5
3.5-6.6
1.5-8
1-2.5
1.5
6.5
0.5-5.5
3.5
5
6.5
0.5-5
3.5
5
4.6
3-14
2
–
6.5
3-14
2
–
3.5-8
3-6.5
6.5
–
3.5-11
3-8
8
–
Assumptions regarding future mortality rates are based on published statistics and mortality tables.
The overall expected long-term rate of return on assets is 5.3% (2006: 5.9%).
Assumed healthcare cost trend rates have a significant effect on the amounts recognised in profit or loss.
A one per centage point change in assumed healthcare cost trend rates would have the following effects:
In millions of EUR
Effect on the aggregate service and interest costs
Effect on defined benefit obligation
1 percentage
point increase
9
142
1 percentage
point decrease
(9)
(142)
The Group expects the 2008 contributions to be paid for the defined benefit plans to be in line with 2007
and 2006, excluding the impact of acquisitions.
111
Historical information
In millions of EUR
2007
Present value of the defined benefit obligation
Fair value of plan assets
Deficit in the plan
Experience adjustments arising on plan liabilities
Experience adjustments arising on plan assets
2006
2005
2,916
(2,535)
381
3,043
(2,397)
646
(4)
16
(159)
9
3,121
(2,268)
853
27. Share-based payments – Long-Term Incentive Plan
On 1 January 2005 Heineken established a performance-based share plan (Long-Term Incentive Plan LTIP)
for the Executive Board. On 1 January 2006 a similar LTIP was established for senior management.
The Long-Term Incentive Plan for the Executive Board includes share rights, which are conditionally
awarded to the Executive Board each year and are subject to Heineken’s Relative Total Shareholder
Return (RTSR) performance in comparison with the TSR performance of a selected peer group.
The LTIP share rights conditionally awarded to senior management each year is for 25 per cent subject
to Heineken’s RTSR performance and for 75 per cent subject to internal performance conditions.
At target performance, 100 per cent of the shares will vest. At maximum performance 150 per cent
of the shares will vest.
The performance period for share rights granted in 2005 was from 1 January 2005 to 31 December 2007.
The performance period for share rights granted in 2006 is from 1 January 2006 to 31 December 2008.
The performance period for share rights granted in 2007 is from 1 January 2007 to 31 December 2009.
The vesting date for the Executive Board is within five business days, and for senior management the
latest of 1 April and 20 business days, after the publication of the annual results of 2007, 2008 and 2009
respectively.
As Heineken N.V. will fulfil the tax payment obligations related to vesting on behalf of the individual
employees, the amount of Heineken N.V. shares to be received by the Executive Board and senior
management will be a net amount.
The terms and conditions of the share rights granted are as follows:
Grant date/employees entitled
Share rights granted to
Executive Board in 2005
senior management
in 2006
senior management
in 2007
Based on
Number share price
43,724
24.53
40,049
26.78
352,098
26.78
32,265
36.03
281,400
749,536
36.03
Vesting conditions
Continued service
and RTSR performance
Continued service
Continued service, 75%
internal performance
conditions and 25%
RTSR performance
Continued service
Continued service, 75%
internal performance
conditions and 25%
RTSR performance
Contractual
life of rights
3 years
3 years
3 years
3 years
3 years
The number of shares in the table above is based on target performance.
112
27. Share-based payments – Long-Term Incentive Plan continued
Based on the expectations in relation to RTSR performance and internal performance additional shares
will be expected to be vested, amounting to 121,018 shares. The expenses relating to these expected
additional grants are recognised in profit and loss during the vesting period.
The number and weighted average share price per share is as follows:
Weighted
average share
price 2007
Outstanding as at 1 January
Granted during the year
Forfeited during the period
Outstanding as at 31 December
26.55
36.03
–
30.10
Number
of share
rights 2007
Weighted
average share
price 2006
Number
of share
rights 2006
24.53
26.78
–
26.55
43,724
392,147
–
435,871
435,871
313,665
(52,920)
696,616
The fair value of services received in return for share rights granted is based on the fair value of shares
granted, measured using the Monte Carlo model, with following inputs:
In EUR
Fair value at grant date
Expected volatility
Expected dividends
Executive
Board
2007
Executive
Board
2006
Senior
management
2007
Senior
management
2006
486,879
20.1%
1.2%
424,519
22.4%
1.5%
9,524,037
20.1%
1.2%
8,814,436
22.4%
1.5%
Personnel expenses
In millions of EUR
Share rights granted in 2006
Share rights granted in 2007
Total expense recognised as personnel expenses
Note
2007
2006
10
3
4
7
4
–
4
Other
Total
28. Provisions
In millions of EUR
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Unwinding of discounts
Non-current
Current
Note
6
Restructuring
252
–
49
(108)
(23)
–
1
171
112
1
66
(6)
(16)
(1)
–
156
364
1
115
(114)
(39)
(1)
1
327
61
110
171
123
33
156
184
143
327
Restructuring
The provision for restructuring of €171 million mainly relates to restructuring programmes in the
Netherlands, France, Spain and Italy. During the year, €46 million (2006: €102 million) restructuring
expenses relating to Fit2Fight have been recognised.
113
Other provisions
Included are, amongst others, provisions formed for onerous contracts (€22 million), surety provided
(€26 million), litigations and claims (€55 million) and environmental provisions (€17 million).
29. Trade and other payables
In millions of EUR
Note
2007
2006
30
6
1,164
382
296
36
38
22
174
688
2,806
9
1,030
340
301
29
34
10
140
603
2,496
Trade payables due to associates and joint ventures
Other trade payables
Returnable packaging deposits
Taxation and social security contributions
Dividend
Interest
Derivatives used for hedging
Other payables
Accruals and deferred income
30. Financial risk management and financial instruments
Overview
Heineken has exposure to the following risks from its use of financial instruments, as they arise in the
normal course of Heineken’s business:
• Credit risk
• Liquidity risk
• Market risk
This note presents information about Heineken’s exposure to each of the above risks, Heineken’s
objectives, policies and processes for measuring and managing risk, and Heineken’s management
of capital. Further quantitative disclosures are included throughout these consolidated financial
statements.
The Executive Board, under the supervision of the Supervisory Board, has overall responsibility for
Heineken’s risk management and control systems. Regional and subsidiary company management are
responsible for managing performance, underlying risks and effectiveness of operations, within the
Rules set by the Executive Board, supported and supervised by Group departments.
Heineken’s risk management policies are established to identify and analyse the risks faced, to set
appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s
activities. Heineken, through its training and management standards and procedures, aims to develop
a disciplined and constructive control environment in which all employees understand their roles and
responsibilities.
The Executive Board oversees the adequacy and functioning of the entire system of risk management
and internal control, assisted by Group departments. Group Internal Audit provides independent
assurance on the entire risk management and internal control system. The Assurance Meetings at
subsidiary companies and regional level, oversee the adequacy and operating effectiveness of the risk
management and internal control system. Regional management and Group Internal Audit participate
in these meetings to ensure effective dialogue and transparency.
The outcome and effectiveness of the risk management and internal control systems have been
discussed with the Audit Committee of the Supervisory Board.
114
30. Financial risk management and financial instruments continued
Credit risk
Credit risk is the risk of financial loss to Heineken if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from Heineken’s receivables from
customers and investment securities.
As at balance sheet date there were no significant concentrations of credit risk. The maximum exposure
to credit risk is represented by the carrying amount of each financial instrument, including derivative
financial instruments, in the balance sheet.
Loans to customers
Heineken’s exposure to credit risk is mainly influenced by the individual characteristics of each customer.
The demographics of Heineken’s customer base, including the default risk of the industry and country
in which customers operate, have less of an influence on credit risk. Geographically there is no
concentration of credit risk.
Heineken’s held-to-maturity investments includes loans to customers, issued based on a loan contract.
Loans to customers are ideally secured by, amongst others, rights on property or intangible assets, such
as the right to take possession of the premises of the customer. Interest rates calculated by Heineken
are at least based on the risk-free rate plus a margin, which takes into account the risk profile of the
customer and value of security given.
Heineken establishes an allowance for impairment of loans that represents its estimate of incurred
losses. The main components of this allowance are a specific loss component that relates to individually
significant exposures, and a collective loss component established for groups of similar customers
in respect of losses that have been incurred but not yet identified. The collective loss allowance
is determined based on historical data of payment statistics.
In a few countries the issue of new loans is outsourced to third parties. In most cases, Heineken issues
sureties (guarantees) to the third party for the risk of default of the customer. Heineken in return
receives a fee.
Heineken’s local management has credit policies in place and the exposure to credit risk is monitored
on an ongoing basis. Under the credit policies all customers requiring credit over a certain amount are
reviewed and new customers are analysed individually for creditworthiness before Heineken’s standard
payment and delivery terms and conditions are offered. Heineken’s review includes external ratings,
where available, and in some cases bank references. Purchase limits are established for each customer
and these limits are reviewed regularly. Customers that fail to meet Heineken’s benchmark
creditworthiness may transact with Heineken only on a prepayment basis.
In monitoring customer credit risk, customers are, on a country base, grouped according to their credit
characteristics, including whether they are an individual or legal entity, which type of distribution
channel they represent, geographic location, industry, ageing profile, maturity and existence of previous
financial difficulties. Customers that are graded as ‘high risk’ are placed on a restricted customer list,
and future sales are made on a prepayment basis with approval of management.
Heineken has multiple distribution models to deliver goods to end customers. Deliveries are done in
some countries via own wholesalers, in other markets directly and in some others via third parties. As
such distribution models are country-specific and on consolidated level diverse, as such the results and
the balance sheet items cannot be split between types of customers on a consolidated basis. The various
distribution models are also not centrally managed or monitored.
Heineken establishes an allowance for impairment that represents its estimate of incurred losses in
respect of trade and other receivables and investments. The components of this allowance are a specific
loss component and a collective loss component.
115
Investments
Heineken limits its exposure to credit risk, except for held-to-maturity investments as disclosed in note
17, by only investing in liquid securities and only with counterparties that have a credit rating of at least
single A or equivalent.
Guarantees
Heineken’s policy is to avoid issuing guarantees where possible unless this leads to substantial savings
for the Group. In cases where Heineken does provide guarantees, such as to banks for loans (by third
parties), Heineken aims to receive security from the third party.
The Company has issued a joint and several liability statement to the provisions of Section 403, Part 9,
Book 2 of the Dutch Civil Code with respect to legal entities established in the Netherlands.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum
exposure to credit risk at the reporting date was:
In millions of EUR
Interest rate swaps used for hedging: assets
Forward exchange contracts used for hedging: assets
Note
2007
2006
17
17
17
17
17
20
21
218
15
234
–
90
1,873
715
3,145
404
12
202
4
43
1,779
1,374
3,818
The maximum exposure to credit risk for trade and other receivables at the reporting date by
geographic region was:
In millions of EUR
Western Europe
The Americas
Asia Pacific
Head Office/eliminations
2007
2006
896
548
214
126
78
11
1,873
907
478
205
90
74
25
1,779
Impairment losses
The ageing of trade and other receivables at the reporting date was:
In millions of EUR
Not past due
Past due 0–30 days
Past due 31–120 days
More than 120 days
Gross Impairment
2007
2007
1,363
292
182
244
2,081
(7)
(33)
(23)
(145)
(208)
Gross Impairment
2006
2006
1,385
177
177
248
1,987
(8)
(6)
(47)
(147)
(208)
116
The movement in the allowance for impairment in respect of trade and other receivables during the year
was as follows:
In millions of EUR
2007
2006
Balance as at 1 January
Impairment loss recognised
Allowance used
Allowance released
Balance as at 31 December
208
49
(12)
(30)
(7)
208
215
39
(10)
(36)
–
208
The movement in the allowance for impairment in respect of held-to-maturity investments during the
year was as follows:
In millions of EUR
2007
Balance as at 1 January
Impairment loss recognised
Allowance used
Balance as at 31 December
90
–
38
(19)
109
2006
53
2
37
(2)
90
Impairment losses recognised for trade and other receivables and held-to-maturity investments are part
of the other non-cash items in the consolidated statement of cash flows.
The impairment loss of €38 million in respect of held-to-maturity investments and the impairment loss of
€49 million in respect of trade receivables were included in expenses for raw materials, consumables
and services.
An impairment loss of €38 million in respect of held-to-maturity investments was recognised during the
current year of which €25 million related to loans to customers. Heineken has no collateral in respect of
these impaired investments.
The allowance accounts in respect of trade and other receivables and held-to-maturity investments are
used to record impairment losses, unless Heineken is satisfied that no recovery of the amount owing is
possible, at that point the amount considered irrecoverable is written off against the financial asset.
Liquidity risk
Liquidity risk is the risk that Heineken will not be able to meet its financial obligations as they fall due.
Heineken’s approach to managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to Heineken’s reputation.
Strong cash flow generation and sufficient access to capital is ensured to finance long-term growth and
to keep pace with the consolidation of the global beer market. Financing strategies are under continuous
evaluation. Strong cost and cash management and controls over investment proposals are in place to
ensure effective and efficient allocation of financial resources. In addition, the Heineken N.V. €2 billion
Revolving Credit Facility 2005–2012 was not utilised as at 31 December 2007 (31 December 2006:
not utilised).
117
Contractual maturities
The following are the contractual maturities of non-derivative financial liabilities and derivative financial
assets and liabilities, including interest payments and excluding the impact of netting agreements:
2007
In millions of EUR
Carrying Contractual
amount cash flows
Non-derivative financial liabilities
Secured bank loans
77
595
1,359
18
Non-interest-bearing liabilities
20
Deposits from third parties and other
325
current interest-bearing liabilities
Bank overdrafts
282
2,806
Derivative financial assets
and liabilities
Forward exchange contracts used
for hedging accounting:
Outflow
Inflow
36
(104)
5,414
6 months
or less
6-12
months
1-2 years
More than
5 years
2-5 years
(80)
(609)
(1,609)
(19)
(20)
(6)
(185)
(23)
(1)
–
(9)
(117)
(246)
(2)
–
(11)
(79)
(55)
(1)
(12)
(52)
(220)
(619)
(4)
(7)
(2)
(8)
(666)
(11)
(1)
(327)
(282)
(2,823)
(324)
(282)
(2,646)
(3)
–
(163)
–
–
(4)
–
–
(3)
–
–
(7)
(1,492)
1,560
(5,701)
(707)
738
(3,436)
(586)
613
(513)
(199)
209
(152)
–
–
(905)
–
–
(695)
The total carrying amount of derivatives are included in current other investments (note 17) and trade
and other payables (note 29).
2006
In millions of EUR
Carrying Contractual
amount cash flows
Non-derivative financial liabilities
Secured bank loans
92
801
1,343
7
Non-interest-bearing liabilities
32
Deposits from third parties and
other current interest-bearing liabilities 310
Bank overdrafts
747
2,496
Derivative financial assets
and liabilities
Interest rate swaps used for
hedging net
Forward exchange contracts used
for hedging accounting:
Outflow
Inflow
12
2
(43)
5,799
6 months
or less
6-12
months
1-2 years
More than
5 years
2-5 years
(96)
(827)
(1,667)
(10)
(34)
(7)
(30)
(22)
–
–
(16)
(146)
(43)
(1)
(5)
(18)
(287)
(265)
(2)
(23)
(54)
(357)
(641)
(3)
(4)
(1)
(7)
(696)
(4)
(2)
(310)
(749)
(2,496)
(310)
(749)
(2,281)
–
–
(195)
–
–
(3)
–
–
(1)
–
–
(16)
(1)
(11)
–
(269)
273
(595)
–
–
(1,071)
(12)
(1,234)
1,268
(6,167)
–
(514)
531
(3,382)
–
(451)
464
(393)
–
–
(726)
The total carrying amount of derivatives are included in current other investments (note 17) and trade
and other payables (note 29).
118
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and
equity prices will affect Heineken’s income or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, whilst optimising the return on risk.
Heineken uses derivatives in the ordinary course of business, and also incurs financial liabilities, in order
to manage market risks. Generally Heineken seeks to apply hedge accounting in order to minimise the
effects of foreign currency fluctuations in the income statement.
Derivatives that can be used are interest rate swaps, forward rate agreements, caps and floors, forward
exchange contracts and options. Transactions are entered into with a limited number of counterparties
with strong credit ratings. Foreign currency and interest rate hedging operations are governed by an
internal policy and rules approved and monitored by the Executive Board.
Foreign currency risk
Heineken is exposed to foreign currency risk on sales, purchases and borrowings that are denominated
in a currency other than the respective functional currencies of Heineken entities. The main currency
that gives rise to this risk is the US Dollar.
In managing foreign currency risk Heineken aims to reduce the impact of short-term fluctuations on
earnings. Over the longer term, however, permanent changes in foreign exchange rates would have an
impact on profit.
Heineken hedges up to 90 per cent of its mainly intra-Heineken US Dollar cash flows on the basis of
rolling cash flow forecasts in respect of forecasted sales and purchases. Cash flows in other foreign
currencies are also hedged on the basis of rolling cash flow forecasts. Heineken mainly uses forward
exchange contracts to hedge its foreign currency risk. The majority of the forward exchange contracts
have maturities of less than one year after the balance sheet date. Where necessary, the forward
exchange contracts are rolled over at maturity.
The Company has a clear policy on hedging transactional exchange risks, which postpones the impact
on financial results. Translation exchange risks are hedged to a limited extent, as the underlying
currency positions are generally considered to be long-term in nature.
It is Heineken’s policy to provide intra-Heineken financing in the functional currency of subsidiaries where
possible to prevent foreign currency exposure on subsidiary level. The resulting exposure at Group level
is hedged by means of forward exchange contracts. Intra-Heineken financing is mainly in US Dollars,
Russian Rubles and Polish Zloty.
The principal amounts of Heineken’s Chilean Peso, Polish Zloty and Egyptian Pound bank loans and bond
issues are used to hedge local operations, which generate cash flows that have the same respective
functional currencies. Corresponding interest on these borrowings is also denominated in currencies
that match the cash flows generated by the underlying operations of Heineken. This provides an
economic hedge and no derivatives are entered into.
In respect of other monetary assets and liabilities denominated in currencies other than the functional
currencies of the Company and the various foreign operations, Heineken ensures that its net exposure
is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to
address short-term imbalances.
119
Exposure to foreign currency risk
Heineken’s exposure for the USD was as follows based on notional amounts:
In millions
Loans and held-to-maturity investments
Secured bank loans
Bank overdrafts
Gross balance sheet exposure
Estimated forecast sales next year
Estimated forecast purchases next year
Gross exposure
Cash flow hedging forward exchange contracts
Other hedging forward exchange contracts
Net exposure
2007
2006
USD
USD
74
198
5
–
–
(8)
269
1,051
(163)
1,157
(890)
(161)
106
25
229
33
(35)
(3)
(16)
233
1,147
(201)
1,179
(978)
(178)
23
Included in the USD amounts are intra-Heineken cash flows.
The loans represent intra-Heineken financing.
The following significant exchange rates applied during the year:
Average rate
In EUR
USD
Reporting date
mid-spot rate
2007
2006
2007
2006
0.7308
0.7973
0.6793
0.7584
Sensitivity analysis
A 10 per cent strengthening of the euro against the US Dollar as at 31 December would have increased
(decreased) equity and profit by the amounts shown below. This analysis assumes that all other variables,
in particular interest rates, remain constant. The analysis is performed on the same basis for 2006.
Equity
In millions of EUR
USD
2007
2006
41
50
Profit or loss
2007
2006
(6)
(3)
A 10 per cent weakening of the euro against the US Dollar as at 31 December would have had the equal
but opposite effect on the basis that all other variables remain constant.
Interest rate risk
In managing interest rate risk, Heineken aims to reduce the impact of short-term fluctuations on
earnings. Over the longer term, however, permanent changes in interest rates would have an impact
on profit.
Heineken opts for a well-balanced mix of fixed and variable interest rates in its financing operations,
combined with the use of interest rate instruments. Currently, Heineken’s interest rate position is
predominantly fixed rather than floating. Interest rate instruments that can be used are interest rate
swaps, forward rate agreements, caps and floors.
Swap maturity follows the maturity of the related loans and borrowings and have swap rates ranging
from 5.0 to 5.5 per cent (2006: from 3.4 to 5.5 per cent).
120
Interest rate risk – Profile
At the reporting date the interest rate profile of Heineken’s interest-bearing financial instruments was
as follows:
In millions of EUR
2007
Fixed rate instruments
Financial assets
Financial liabilities
Interest rate swaps floating to fixed
Variable rate instruments
Financial assets
Financial liabilities
Interest rate swaps fixed to floating
2006
63
(1,779)
40
(1,676)
32
(1,797)
(82)
(1,847)
810
(878)
(40)
(108)
1,522
(1,503)
70
89
Fair value sensitivity analysis for fixed rate instruments
During 2007, Heineken did not account for any fixed rate financial assets and liabilities at fair value
through profit or loss. Therefore a change in interest rates at the reporting date would not affect profit
or loss or equity.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points in interest rates constantly applied during the reporting period would have
increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that
all other variables, in particular foreign currency rates, remain constant. The analysis is performed on
the same basis for 2006.
Profit or loss
In millions of EUR
100 bp
increase
100 bp
decrease
Equity
100 bp
increase
100 bp
decrease
31 December 2007
Cash flow sensitivity (net)
(1)
–
(1)
1
–
1
(1)
–
(1)
1
–
1
31 December 2006
Cash flow sensitivity (net)
(1)
1
–
1
(1)
–
(1)
1
–
1
(1)
–
121
Other market price risk
Management of Heineken monitors the mix of debt and equity securities in its investment portfolio based
on market expectations. Material investments within the portfolio are managed on an individual basis.
The primary goal of Heineken’s investment strategy is to maximise investment returns in order to
partially meet its unfunded defined benefit obligations management is assisted by external advisors
in this regard.
Commodity risk is the risk that changes in commodity price will affect Heineken’s income. The objective
of commodity risk management is to manage and control commodity risk exposures within acceptable
parameters, whilst optimising the return on risk. So far, commodity trading by the Company is limited to
the sale of surplus CO2 emission rights. Heineken does not enter into commodity contracts other than
to meet Heineken’s expected usage and sale requirements.
Cash flow hedges
The following table indicates the periods in which the cash flows associated with derivatives that are
cash flow hedges are expected to occur.
2007
In millions of EUR
Interest rate swaps used
for hedging, net liabilities
Forward exchange contracts:
Assets
Liabilities
Carrying
amount
Expected
cash
flows
6
months
or less
6-12
months
1-2
years
2-5
years
More
than 5
years
–
–
–
–
–
–
–
–
–
–
–
–
–
2-5
years
More
than 5
years
(104)
36
(68)
1,560
(1,492)
68
738
(707)
31
613
(586)
27
209
(199)
10
2006
In millions of EUR
Interest rate swaps used
for hedging, net liabilities
Forward exchange contracts:
Assets
Liabilities
Carrying
amount
12
(43)
2
(29)
Expected
cash
flows
(12)
1,154
(1,121)
21
6
months
or less
6-12
months
–
–
531
(514)
17
350
(338)
12
1-2
years
(1)
(11)
–
273
(269)
3
–
–
(11)
–
–
–
The periods in which the cash flows associated with derivatives that are cash flow hedges are expected
to impact the income statement is on average two months earlier than the occurrence of the cash flows
as in above table.
Capital management
There were no major changes in Heineken’s approach to capital management during the year. The
Executive Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and
market confidence and to sustain future development of business and acquisitions. Capital is herein
defined as equity attributable to equity holders of the Company (total equity minus minority interests).
Heineken is not subject to externally imposed capital requirements other then the legal reserves
explained in note 22. Shares are purchased to meet the requirements under the Long-Term Incentive
Plan as further explained in note 27. As approved in the Annual General Meeting of Shareholders in
April 2007, Heineken renewed its dividend policy as further explained in note 22.
122
Fair values
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance
sheet, are as follows:
In millions of EUR
Advances to customers
Loans and receivables
Interest rate swaps used for hedging:
Assets
Liabilities
Forward exchange contracts used for hedging:
Assets
Liabilities
Bank loans
Unsecured bond loans
Non-current non-interest-bearing liabilities
Deposits from third parties and other current liabilities
Trade and other payables excluding dividend, interest
and derivatives
Bank overdrafts
Carrying
amount
Fair
value
Carrying
amount
2007
2007
2006
2006
218
234
219
15
1,873
715
218
234
219
15
1,879
716
404
202
180
12
1,779
1,374
404
202
180
12
1,781
1,374
–
–
–
–
4
(16)
4
(16)
90
(36)
(672)
(1,359)
(18)
(20)
(325)
90
(36)
(675)
(1,364)
(18)
(20)
(325)
43
(2)
(893)
(1,343)
(7)
(32)
(310)
43
(2)
(877)
(1,374)
(7)
(32)
(310)
(2,710)
(282)
(2,058)
(2,713)
(282)
(2,062)
(2,423)
(747)
(1,775)
(2,401)
(747)
(1,766)
Basis for determining fair values
The significant methods and assumptions used in estimating the fair values of financial instruments
reflected in the table above are discussed in note 4.
Fair
value
123
31. Off-balance sheet commitments
In millions of EUR
Total
Less than
1 Year
1-5
Years
More than
5 Years
Total
2006
Guarantees to banks for loans (by third parties)
Other guarantees
Guarantees
387
138
525
188
27
215
182
94
276
17
17
34
398
116
514
Lease & operational lease commitments
Property, plant and equipment ordered
Raw materials purchase contracts
Other off-balance sheet obligations
Off-balance sheet obligations
281
64
621
460
1,426
48
64
71
186
369
127
–
8
175
310
106
–
542
99
747
242
127
610
267
1,246
Committed bank facilities
2,120
77
2,043
–
2,411
Heineken leases buildings, cars and equipment.
During the year ended 31 December 2007 €147 million (2006: €133 million) was recognised
as an expense in the income statement in respect of operating leases and rent.
Other off-balance sheet obligations mainly include rental, service and sponsorship contracts.
Committed bank facilities are credit facilities on which commitment fee is paid as compensation for the
bank’s requirement to reserve capital. The bank is obliged to provide the facility under the terms and
conditions of the agreement.
Of the total guarantees, off-balance sheet obligations and committed bank facilities, an amount of
€288 million is related to joint ventures.
32. Contingencies
The Netherlands
Heineken is involved in an antitrust case initiated by the European Commission for alleged violations of
the EU competition laws. By decision of 18 April 2007 the European Commission stated that Heineken,
and other brewers operating in the Netherlands, restricted competition in the Dutch market during the
period 1996–1999. This decision follows an investigation by the European Commission that commenced
in March 2000. Heineken fully cooperated with the authorities in this investigation. As a result of its
decision, the European Commission has imposed a fine on Heineken of €219 million.
All cartel decisions by the European Commission may be appealed against before the European Court of
First Instance and then before the Court of Justice of the European Communities in Luxembourg. These
two courts are empowered to annul decisions in whole or in part and to reduce or increase fines, where
this is deemed appropriate.
On 4 July 2007 Heineken filed an appeal with the European Court of First Instance against the decision of
the European Commission as Heineken disagrees with the findings of the European Commission. Pending
appeal, Heineken was obliged to pay the fine to the European Commission. This imposed fine is treated
as an expense in our 2007 annual report.
The European Commission filed its defence on 22 November 2007. Heineken will file its statement of
reply in March 2008. After the European Commission will have filed its reply by rejoinder, Heineken is
entitled to request for oral pleadings before the Court. A final decision by the European Court is
expected thereafter.
124
32. Contingencies continued
USA
Heineken USA and Heineken N.V. (and in certain cases other Heineken companies and Heineken Holding
N.V.) were named as defendants in purported ‘class action’ lawsuits filed in nine states. The lawsuits
claim that Heineken companies, along with other producers and distributors of alcoholic beverages,
had unlawfully advertised and marketed its products to underage people. Heineken has been defending
vigorously against these accusations, as Heineken companies advertise and market their products
lawfully to people of legal drinking age. In November 2007, Heineken reached agreement with the
plaintiffs of the lawsuits to finally end all of the plaintiffs’ underage drinking cases.
33. Related parties
Identity of related parties
Heineken has a related party relationship with its associates (refer note 16 and 33), joint ventures
(refer note 33 and 35), Heineken Holding N.V., Heineken pension funds (refer note 26) and with its key
management personnel (Executive Board and the Supervisory Board).
Key management remuneration
In millions of EUR
Executive Board
Supervisory Board
2007
2006
4.1
0.4
4.5
6.0
0.4
6.4
Executive Board
The remuneration of the members of the Executive Board comprises a fixed component and a variable
component. The variable component is made up of a Short-Term Incentive Plan and a Long-Term
Incentive Plan. The Short-Term Incentive Plan is based on an organic profit growth target and specific
year targets as set by the Supervisory Board. For the Long-Term Incentive Plan we refer to note 27.
The separate remuneration report is stated on page 62.
As at 31 December 2007 and as at 31 December 2006, the members of the Executive Board did not
hold any of the Company’s shares, bonds or option rights, other than under the Long-Term Incentive
Plan aforementioned. D.R. Hooft Graafland held 3,052 shares of Heineken Holding N.V. as at
31 December 2007 (2006: 3,052 shares).
Executive Board
Fixed
Salary
In thousands of EUR
J.F.M.L. van
Boxmeer
D.R. Hooft
Graafland
M.J. Bolland1
Total
Short-Term
Incentive
Plan
Long-Term
Incentive
Plan
Other
deferred
Benefits
Pension Plan
Total
2007
2006
2007
2006
2007
2006
2007
2006
2007
2006*
750
680 1,125
592
207
93
–
–
395
192 2,477 1,557
550
525
619
455
–
306
–
189
1,300 1,511 1,744 1,236
143
–
350
86
50
229
–
–
– 2,550
– 2,550
311
–
706
238 1,623 1,304
82
– 3,177
512 4,100 6,038
1
2007
Stepped down from the Executive Board on 1 August 2006. Mr. Bolland was compensated with an amount of €2,550,000.
* Comparatives have been adjusted to include pension entitlements related to the Short-Term Incentive Plan.
2006
125
Supervisory Board
The individual members of the Supervisory Board received the following remuneration:
In thousands of EUR
2007
2006
C.J.A. van Lede
J.M. de Jong
M. Das
M.R. de Carvalho
A.H.J. Risseeuw1
J.M. Hessels
I.C. MacLaurin
A.M. Fentener van Vlissingen
Total
66
52
52
50
13
50
50
50
383
66
52
52
50
50
50
33
33
386
Only M.R. de Carvalho held 8 shares of Heineken N.V. as at 31 December 2007 (2006: 8 shares).
As at 31 December 2007 and 2006, the Supervisory Board members did not hold any of the Company’s
bonds or option rights. C.J.A. van Lede and M.R. de Carvalho (2006: three Supervisory Board members)
together held 2,664 shares of Heineken Holding N.V. as at 31 December 2007 (2006: 9,508 shares).
1
Stepped down from the Supervisory Board on 19 April 2007.
Other related party transactions
In millions of EUR
Sale of products and services
Joint ventures
Associates
Goods for resale – joint ventures
Other expenses – joint ventures
Transaction value
2007
2006
Balance outstanding
as at 31 December
2007
2006
44
17
61
26
20
46
4
–
4
1
–
1
4
1
5
–
–
–
1
1
2
–
–
–
Heineken Holding N.V.
In 2007 an amount of €572,000 (2006: €551,000) was paid to Heineken Holding N.V. for management
services for the Heineken Group.
This payment is based on an agreement of 1977 as amended in 2001, providing that Heineken N.V.
reimburses Heineken Holding N.V. for its administration costs. Best practice provision III.6.4 of the Dutch
Corporate Governance Code of 9 December 2003 has been observed in this regard.
126
34. Heineken entities
Control of Heineken
The shares and options of the Company are traded on Euronext Amsterdam, where the Company is
included in the main AEX index. Heineken Holding N.V. Amsterdam has an interest of 50.005 per cent
in the issued capital of the Company. The financial statements of the Company are included in the
consolidated financial statements of Heineken Holding N.V.
A declaration of joint and several liability pursuant to the provisions of Section 403, Part 9, Book 2, of
the Dutch Civil Code has been issued with respect to legal entities established in the Netherlands marked
with a • below.
Significant subsidiaries
Ownership interest
• Heineken Nederlands Beheer B.V.
• Heineken Brouwerijen B.V.
• Heineken Nederland B.V.
• Heineken International B.V.
• Heineken Supply Chain B.V.
• Amstel Brouwerij B.V.
• Amstel Internationaal B.V.
• Vrumona B.V.
• Invebra Holland B.V.
• B.V. Beleggingsmaatschappij Limba
• Brand Bierbrouwerij B.V.
• Beheer- en Exploitatiemaatschappij Brand B.V.
• Heineken CEE Holdings B.V.
• Heineken CEE Investments B.V.
• Brasinvest B.V.
• Heineken Beer Systems B.V.
Heineken France S.A.
Heineken España S.A.
Heineken Italia S.p.A
Athenian Brewery S.A.
Brau Union AG
Brau Union Österreich AG
Grupa Żywiec S.A. 1
Heineken Ireland Ltd. 2
Heineken Hungária Myrt.
Heineken Slovensko a.s.
Heineken Switzerland AG
Karlovacka Pivovara d.o.o.
Mouterij Albert N.V.
Ibecor S.A.
Affligem Brouwerij BDS N.V.
LLC Heineken Breweries
Dinal LLP
Heineken USA Inc.
Starobrno a.s.
Králowský Pivovar Krušovice a.s.
Heineken Romania S.A.
Country of incorporation
2007
2006
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
The Netherlands
France
Spain
Italy
Greece
Austria
Austria
Poland
Ireland
Hungary
Slovakia
Switzerland
Croatia
Belgium
Belgium
Belgium
Russia
Kazakhstan
United States
Czech Republic
Czech Republic
Romania
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
98.6%
100%
98.8%
100%
100%
61.7%
100%
99.6%
100%
100%
100%
100%
100%
100%
100%
99.9%
100%
97.6%
100%
96.3%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
100%
100%
100%
98.5%
100%
98.8%
100%
100%
61.8%
100%
99.6%
100%
100%
100%
100%
100%
100%
100%
99.9%
100%
97.6%
–
96.3%
127
Significant subsidiaries continued
Ownership interest
JSC KPBN Shikhan
LLC Volga Brewing Company
LLC Patra
LLC Heineken Brewery Baikal
LLC Heineken Brewery Siberia
LLC Company PIT, Kaliningrad
LLC PIT Novotroitsk
JSC Amur-Pivo
CJSC Brewing Company ‘Syabar’
Commonwealth Brewery Ltd.
Windward and Leeward Brewery Ltd.
Cervecerias Baru-Panama S.A.
Nigerian Breweries Plc.
Al Ahram Beverages Company S.A.E.
Brasserie Lorraine S.A.
Surinaamse Brouwerij N.V.
Consolidated Breweries Ltd.
Grande Brasserie de Nouvelle Calédonie S.A.
Brasserie Almaza S.A.L.
Brasseries, Limonaderies et Malteries ‘Bralima’ S.A.R.L.
Brasseries et Limonaderies du Rwanda ‘Bralirwa’ S.A.
Brasseries et Limonaderies du Burundi ‘Brarudi’ S.A.
Brasseries de Bourbon S.A.
P.T. Multi Bintang Indonesia Tbk.
1
2
2007
2006
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Russia
Belarus
Bahamas
St Lucia
Panama
Nigeria
Egypt
Martinique
Surinam
Nigeria
New Caledonia
Lebanon
R.D. Congo
Rwanda
Burundi
Réunion
Indonesia
99.8%
100%
100%
100%
100%
100%
100%
100%
96.0%
53.2%
72.7%
74.9%
54.1%
99.9%
83.1%
76.1%
50.1%
87.3%
67.0%
95.0%
70.0%
59.3%
85.7%
84.5%
99.3%
100%
100%
100%
100%
100%
100%
98.8%
–
53.2%
72.7%
74.9%
54.1%
99.9%
83.1%
76.1%
50.1%
87.3%
67.0%
95.0%
70.0%
59.3%
85.6%
84.5%
Excluding treasury shares (will be cancelled in the course of 2008).
In accordance with article 17 of the Republic of Ireland Companies (Amendment) Act 1986, the Company issued an irrevocable
guarantee for the year ended 31 December 2007 and 2006 regarding the liabilities of Heineken Ireland Ltd. and Heineken Ireland
Sales Ltd., as referred to in article 5(c) of the Republic of Ireland Companies (Amendment) Act 1986.
128
35. Significant interests in joint ventures
Heineken has interests in the following joint ventures:
Ownership interest
2007
2006
BrauHolding International GmbH and Co KgaA
Germany
Zagorka Brewery A.D.
Bulgaria
Pivara Skopje A.D
Macedonia
Brasseries du Congo S.A.
Congo
Asia Pacific Investment Pte. Ltd.
Singapore
Asia Pacific Breweries (Singapore) Pte. Ltd.
Singapore
Shanghai Asia Pacific Brewery Ltd.
China
Hainan Asia Pacific Brewery Ltd.
China
South Pacific Brewery Ltd.
Papua New Guinea
Vietnam Brewery Ltd.
Vietnam
Cambodia Brewery Ltd.
Cambodia
DB Breweries Ltd.
New Zealand
Compania Cervecerias Unidas S.A.
Chile
Tempo Beverages Ltd.
Israel
Asia Pacific Brewery (Lanka) Ltd.
Sri Lanka
Société de Production et de Distribution des Boissons “SPDB”
Tunesia
Heineken Lion Australia Pty.
Australia
49.9%
50.0%
50.0%
50.0%
50.0%
41.9%
44.6%
46.0%
31.8%
25.2%
33.5%
41.9%
33.1%
40.0%
25.2%
49.9%
50.0%
49.9%
49.0%
27.6%
50.0%
50.0%
41.9%
44.6%
46.0%
31.8%
25.2%
33.5%
41.9%
33.1%
40.0%
25.2%
49.9%
50.0%
Via joint ventures Heineken is able to jointly govern the financial and operating policies of the above
mentioned companies. Consequently, Heineken proportionally consolidates these companies.
129
Reporting date
The reporting date of the financial statements of all Heineken entities and joint ventures disclosed are
the same as for the Company, except for: Asia Pacific Breweries (Singapore) Pte. Ltd., Shanghai Asia
Pacific Brewery Ltd., Hainan Asia Pacific Brewery Ltd., South Pacific Brewery Ltd., Heineken Lion Australia
Pty., Vietnam Brewery Ltd., and Cambodia Brewery Ltd., which have a 30 September reporting date.
Included in the consolidated financial statements are the following items that represent Heineken’s
interests in the assets and liabilities, revenue and expenses of the joint ventures:
In millions of EUR
Non-current assets
Current assets
Current liabilities
Net assets
Revenue
Expenses
2007
2006
978
588
(364)
(479)
723
982
504
(328)
(441)
717
1,373
(1,244)
129
1,295
(1,155)
140
130
36. Subsequent events
Acquisition of Tango Sarl
On 14 January 2008, Heineken announced and completed the acquisition of Tango Sarl in Algeria.
Heineken acquired 100% of the shares from the Group Mehri. The transaction has been funded from
existing cash resources. Due to the competitive sensitivity and the non-disclosure agreements with the
parties involved, the acquisition price is not disclosed.
Based on the timing of this acquisition and the local timing of the year-end closing and the subsequent
IFRS changes involved, it is considered impracticable to disclose the information required according
to IFRS 3.67.
Tango Sarl employs 350 employees and operates a modern brewing facility in Algiers. The brewery has
been operational since 2001 and has a production capacity of 750,000 hectolitres. The brand portfolio
consists of the leading national mainstream beer brand Tango, and two brands in the economy segment,
Samba and Fiesta.
Acquisition of Rodic
In December 2007, Heineken announced the acquisition of the Rodic Brewery, in Novi Sad, Serbia.
On 12 February 2008 this acquisition was completed by way of acquiring 100% of the shares. Heineken
aims to combine its operations in Serbia with the operations of Efes Breweries International.
Based on the timing of this acquisition and the local timing of the year-end closing and the subsequent
IFRS changes involved, it is considered impracticable to disclose the information required according to
IFRS 3.67.
The Rodic Brewery was established in 2003 and employs 282 employees. The Rodic Brewery facility is
a state-of-the-art, 1.5 million hectolitre brewery, located in Novi Sad, northern Serbia. The company’s
portfolio consists of the beer brands MB Premium, MB Pils and Master.
Announcement of joint venture with Efes Breweries
On 28 January 2008, Heineken announced the establishment of a joint venture with Efes Breweries
International to invest in the Uzbek beer market through the acquisition of breweries. Under the terms
of the agreement, Heineken and Efes Breweries International will hold 40% and 60% of the shares in the
joint venture, respectively, with Efes Breweries International responsible for operational management.
In addition, Heineken and Efes Breweries International have also announced that they intend to combine
their operations in the Kazakh and Serbian beer markets. Both of these transactions are subject to the
customary regulatory approvals and are expected to be completed in the first half of 2008.
131
Announcement of recommended cash offer for Scottish and Newcastle plc
On 25 January 2008, the boards of Sunrise Acquisitions Limited (the company jointly owned by Heineken
N.V. and Carlsberg A/S) and Scottish and Newcastle plc (‘S&N’) announced that they have reached an
agreement on the terms of a recommended cash offer (‘the Offer’) for the entire issued and to be issued
share capital of S&N. Under the terms of the offer, S&N shareholders will receive 800 pence in cash for
each share.
The offer is subject to the approval of Heineken N.V. and Heineken Holding N.V. (‘Heineken Holding’)
shareholders. S&N has received irrevocable undertakings from the controlling family shareholders in
respect of all of their own beneficial holdings of Heineken shares and Heineken Holding shares to vote
in favour of (or procure the voting in favour of) any such resolutions that may be necessary to approve,
effect and implement the Offer by Sunrise Acquisitions Limited to be proposed at the Heineken
Shareholders Meeting and the Heineken Holding Shareholders Meeting.
The approval of the European Commission and certain other competition authorities will also be
required. Subject to the satisfaction of the Conditions, it is expected that the Scheme will become
effective during the first half of 2008.
In anticipation of the contemplated acquisition of S&N, banks committed to a new multicurrency
acquisition facility for an amount of £3.85 billion for Heineken’s part of the financing of the offer,
for any re-financing of existing debt of the companies to be acquired by Heineken as well as for related
transaction costs. The facility consists of a £1.1 billion tranche with a maturity of one year (extendable
to two years), and a £2.75 billion five year tranche. Interest is based on EURIBOR/LIBOR plus a margin.
No financial covenants apply; there is only an incurrence covenant.
The combination of this new credit facility, and the €2 billion existing facility, largely exceeds the
estimated enterprise value (including assumed debt) of the S&N’s businesses to be acquired by Heineken
of £4.5 billion (€6.1 billion).
If the Offer is accepted by the Scheme Shareholders, Heineken will gain control over S&N’s businesses
in the United Kingdom and Ireland, Portugal, Finland, Belgium, United States and India. Following
completion of the offer, S&N’s share of BBH Russian Breweries, as well as the French, Greek, Chinese and
Vietnamese operations are transferred to Carlsberg A/S. The remaining businesses, principally the UK
and Ireland, Portuguese, Finnish, Belgian, US and Indian operations, will be seperated as soon as possible
and in any event within 12 months after the Effective Date.
132
Heineken N.V. balance sheet
Before appropriation of profit as at 31 December 2007
In millions of EUR
Fixed assets
Financial fixed assets
Total fixed assets
Total current assets
Total assets
Shareholders’ equity
Issued capital
Translation reserve
Hedging reserve
Fair value reserve
Other legal reserves
Reserve for own shares
Retained earnings
Net profit
Total shareholders’ equity
Liabilities
Total non-current liabilities
Tax payable
Total current liabilities
Total liabilities
Total shareholders’ equity and liabilities
Note
2007
2006
37
6,560
6,560
–
1
1
6,561
6,160
6,160
3
3
6
6,166
784
7
44
99
571
(29)
3,121
807
5,404
784
96
28
97
459
(14)
2,348
1,211
5,009
1,096
1,096
29
32
61
1,157
6,561
1,096
1,096
27
34
61
1,157
6,166
38
39
133
Heineken N.V. income statement
In millions of EUR
Share of profit of participating interests, after income tax
Other profit after income tax
Net profit
Note
37
2007
840
(33)
807
2006
1,190
21
1,211
134
Notes to Heineken N.V. financial statements
Reporting entity
The financial statements of Heineken N.V. (the ‘Company’) are included in the consolidated statements
of Heineken.
Basis of preparation
The Company financial statements have been prepared in accordance with the provisions of Part 9,
Book 2, of the Dutch Civil Code. The Company uses the option of Article 362.8 of Part 9, Book 2,
of the Dutch Civil Code to prepare the Company financial statements, using the same accounting
policies as in the consolidated financial statements. Valuation is based on recognition and measurement
requirements of accounting standards adopted by the EU (i.e., only IFRS that is adopted for use
in the EU at the date of authorisation) as explained further in the notes to the consolidated financial
statements).
Significant accounting policies
Participating interests (subsidiaries, joint ventures and associates) are measured on the basis of the
equity method.
Shareholders’ equity
The translation reserve and other legal reserves are previously formed under and still recognised and
measured in accordance with the Dutch Civil Code.
Profit of participating interests
The share of profit of participating interests consists of the share of the Company in the results of these
participating interests. Results on transactions, where the transfer of assets and liabilities between the
Company and its participating interests and mutually between participating interests themselves, are
not recognised.
135
37. Financial fixed assets
In millions of EUR
Loans to
Participating participating
interests
interest
Total
Loans converted into share capital
Dividend payments by participating interests
Changes in hedging and fair value adjustments
Cash receipts
Repayments
1,598
815
1,190
(232)
(52)
97
(1)
–
3,415
3,721
(815)
–
232
–
–
–
(393)
2,745
5,319
–
1,190
–
(52)
97
(1)
(393)
6,160
Dividend payments by participating interests
Changes in hedging and fair value adjustments
Cash receipts
Repayments
3,415
840
(224)
(89)
18
(6)
–
3,954
2,745
–
224
–
–
–
(363)
2,606
6,160
840
–
(89)
18
(6)
(363)
6,560
136
Notes to Heineken N.V. financial statements continued
38. Shareholders’ equity
In millions of EUR
Fair
value
reserve
Other
legal
reserves
Reserve
for own
shares
Retained
earnings
(21)
49
392
–
1,856
(52)
–
49
–
48
–
(6)
110
–
–
(4)
(110)
–
–
–
(37)
–
798
–
–
–
–
–
–
–
–
–
–
–
–
–
(14)
–
(196)
–
4
96
28
97
459
(14)
2,348
1,211
5,009
96
28
97
459
(14)
2,348
1,211
5,009
(89)
–
16
–
2
–
19
89
–
–
–
–
–
4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(15)
–
7
44
99
571
(29)
Issued Translation
capital
reserve
Balance as at
1 January 2006
784
Net recognised
income and expense1 –
Profit
–
Transfer to
retained earnings
–
Dividends to
shareholders
–
Purchase own shares –
Share-based payments –
Balance as at
31 December 2006 784
Balance as at
1 January 2007
784
Net recognised
income and expense1 –
Profit
–
Transfer to
–
retained earnings
Dividends to
–
shareholders
Purchase own shares –
Share-based payments –
Balance as at
31 December 2007 784
148
Hedging
reserve
(19)
(89)
1,207
Shareholders’
Net profit
equity
761
3,969
–
1,211
35
1,211
(761)
–
–
–
–
–
807
(1,211)
(333)
–
7
3,121
–
–
–
807
For more details on reserves, please refer to note 22 of the consolidated financial statements.
For more details on LTIP, please refer to note 27 of the consolidated financial statements.
1
Net recognised income and expense is explained in note 22 of the consolidated financial statements.
(196)
(14)
4
(71)
807
–
(333)
(15)
7
5,404
137
39. Loans and borrowings
Terms and debt repayment schedule
In millions of EUR
Nominal
interest rate
Unsecured
Bond loan in EUR
Bond loan in EUR
4.4%
5.0%
Total
1 year
or less
1-2
years
2-5
years
More than
5 years
2006
499
597
1,096
–
–
–
–
–
–
499
–
499
–
597
597
499
597
1,096
Total
Less than
1 Year
1-5
Years
More than
5 Years
Total
2006
2,000
–
2,000
–
2,000
Third
parties
2007
Heineken
companies
Third
parties
2006
Heineken
companies
–
1,067
–
1,364
40. Off balance sheet commitments
In millions of EUR
Committed bank faciliity
Declarations of joint and several liability
Fiscal unity
The Company is part of the fiscal unity of Heineken in the Netherlands. Based on this the Company is
liable for the tax liability of the fiscal unity in the Netherlands.
41. Other disclosures
Remuneration
We refer to note 33 of the consolidated financial statements for the remuneration and the incentives of
the Executive Board members and the Supervisory Board. The Executive Board members are the only
employees of the Company.
Participating interests
For the list of direct and indirect participating interests, we refer to notes 16, 34 and 35 to the
consolidated financial statements.
Executive Board
Van Boxmeer
Hooft Graafland
Supervisory Board
Van Lede
De Jong
Das
de Carvalho
Hessels
Fentener van Vlissingen
MacLaurin
138
Other information
Auditor’s report
To: Annual General Meeting of Shareholders of Heineken N.V.
Report on the financial statements
We have audited the 2007 financial statements
of Heineken N.V., Amsterdam as set out on pages
65 to 137. The financial statements consist of
the consolidated financial statements and the
Company financial statements. The consolidated
financial statements comprise the consolidated
balance sheet as at 31 December 2007, the income
statement, statement of recognised income and
expense and statement of cash flows for the
year then ended, and a summary of significant
accounting policies and other explanatory notes.
The Company financial statements comprise the
Company balance sheet as at 31 December 2007,
the Company income statement for the year then
ended and the notes.
Management’s responsibility
The Executive Board is responsible for the
preparation and fair presentation of the financial
statements in accordance with International
Financial Reporting Standards as adopted by the
European Union and with Part 9 of Book 2 of the
Netherlands Civil Code, and for the preparation
of the report of the Executive Board in accordance
with Part 9 of Book 2 of the Netherlands Civil Code.
This responsibility includes: designing, implementing
and maintaining internal control relevant to
the preparation and fair presentation of the
financial statements that are free from material
misstatement, whether due to fraud or error;
selecting and applying appropriate accounting
policies; and making accounting estimates that
are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on
the financial statements based on our audit. We
conducted our audit in accordance with Dutch
law. This law requires that we comply with ethical
requirements and plan and perform our audit to
obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain
audit evidence about the amounts and disclosures
in the financial statements. The procedures
selected depend on the auditor’s judgement,
including the assessment of the risks of material
misstatement of the financial statements, whether
due to fraud or error. In making those risk
assessments, the auditor considers internal
control relevant to the entity’s preparation and fair
presentation of the financial statements in order
to design audit procedures that are appropriate
in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes
evaluating the appropriateness of accounting
policies used and the reasonableness of
accounting estimates made by management,
as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our audit opinion.
139
Opinion with respect to the consolidated
In our opinion, the consolidated financial
statements give a true and fair view of the financial
position of Heineken N.V. as at 31 December 2007,
and of its result and its cash flow for the year then
ended in accordance with International Financial
Reporting Standards as adopted by the European
Union and with Part 9 of Book 2 of the Netherlands
Civil Code.
Opinion with respect to the Company
In our opinion, the Company financial statements
give a true and fair view of the financial position
of Heineken N.V. as at 31 December 2007, and of
its result for the year then ended in accordance
with Part 9 of Book 2 of the Netherlands Civil Code.
Report on other legal and regulatory
requirements
Pursuant to the legal requirement under 2:393 sub
5 part e of the Netherlands Civil Code, we report,
to the extent of our competence, that the report of
the Executive Board as set out on pages 6 to 57 is
consistent with the financial statements as required
by 2:391 sub 4 of the Netherlands Civil Code.
KPMG ACCOUNTANTS N.V.
J.F.C. van Everdingen RA
140
Other information
Appropriation of profit
Appropriation of profit
Article 12, paragraph 7, of the Articles of
Association stipulates:
“Of the profits, payment shall first be made, if
possible, of a dividend of six per cent of the issued
part of the authorised share capital. The amount
remaining shall be at the disposal of the General
Meeting of Shareholders.”
It is proposed to appropriate €343 million of
the profit for payment of dividend and to add
€464 million to the retained profits.
Civil code
Heineken N.V. is not a ‘structuurvennootschap’
within the meaning of Sections 152-164 of the
Netherlands Civil Code. Heineken Holding N.V.,
a company listed on the Euronext Amsterdam,
holds 50.005 per cent of the issued shares of
Heineken N.V.
Authorised capital
The Company’s authorised capital amounts to
€2.5 billion.
141
Shareholder information
Investor relations
Heineken takes a proactive role in maintaining an
open dialogue with shareholders and bondholders,
providing accurate and complete information in
a timely and consistent way. We do this through
press releases, the Annual Report, presentations,
webcasts, regular briefings and open days with
analysts, fund managers and shareholders.
holding company of the Hoyer family, that owned
6.81 per cent of the shares ) combined their
shareholdings in a new company called L’Arche
Green N.V. The holding companies of the Heineken
family hold 88.42 per cent of L’Arche Green N.V.
Ownership structure
Heading the Heineken Group, Heineken Holding N.V.
is no ordinary holding company. Since its
formation in 1952, the objective of Heineken
Holding N.V., pursuant to its Articles of Association
has been to manage and/or supervise the
Heineken Group and to provide services to the
Heineken Group. The role Heineken Holding N.V.
has performed for the Heineken Group since 1952
has been to safeguard its continuity, independence
and stability and create conditions for controlled,
steady growth of the activities of the Heineken
Group. This stability has enabled the Heineken
Group to rise to its present position as the brewer
with the widest international presence and one
of the world’s largest brewing groups. Every
Heineken N.V. share held by Heineken Holding N.V.
is matched by one share issued by Heineken
Holding N.V. The net asset value of one Heineken
Holding N.V. share is therefore identical to
the net asset value of one Heineken N.V. share.
The dividend payable on the two shares is also
identical. Historically, however, Heineken Holding
N.V. shares have traded at a lower price due to
technical factors that are market-specific.
In addition, Mrs de Carvalho-Heineken owns a
direct 0.03 per cent stake in Heineken Holding N.V.
Neither Heineken N.V. nor Heineken Holding N.V.
are a ‘structuurvennootschap’ within the meaning
of the Dutch Civil Code.
On 2 March 2007, Heineken Holding N.V.’s principal
long-term shareholders L’Arche Holding S.A. (the
Heineken family’s holding company, that owned
50.005 per cent of the shares), LAC B.V. (the
Heineken family’s holding company, that owned
1.97 per cent of the shares) and Greenfee B.V. (the
L’Arche Green N.V. holds 58.78 per cent of the
Heineken Holding N.V. shares.
Heineken Holding N.V. still holds 50.005 per cent
of the Heineken N.V. issued shares.
Pursuant to the Financial Markets Supervision Act
(Wet op financieel toezicht) and the Decree on
Disclosure of Major Holdings and Capital Interests
in Securities-Issuing Institutions (Besluit melding
zeggenschap en kapitaalbelang in uitgevende
instellingen), the Financial Markets Authority has
been notified about the following substantial
shareholding regarding Heineken N.V.:
• ING Group N.V. (5.40 per cent indirectly through
a subsidiary).
Heineken N.V. shares and options
Heineken N.V. shares are traded on Euronext
Amsterdam, where the Company is included in
the main AEX Index. Prices for the ordinary shares
may be accessed on Bloomberg under the symbols
HEIA NA and HEIO NA and on the Reuters Equities
2000 Service under HEIA.AS and HEIO.AS. The ISIN
code is NL0000009165. Options on Heineken N.V.
shares are listed on Euronext.Liffe. Additional
information is available on the website:
www.heinekeninternational.com.
In 2007, the average daily trading volume of
Heineken N.V. shares was 1,668,921 shares.
Right to add agenda items
Shareholders who, alone or together, represent at
least 1 per cent of Heineken N.V.’s issued capital or
142
Other information
Shareholder information continued
who hold shares with a market value of €50 million
have the right to request items to be placed on the
agenda of the General Meeting of Shareholders.
Requests to place items on the agenda must be
received by Heineken N.V. at least 60 days before
the date of the General Meeting of Shareholders.
Heineken N.V. reserves the right to refuse to place
an item on the agenda if its inclusion would be
contrary to the Company’s material interest.
Share distribution comparison
year-on-year Heineken N.V. shares*
Based on Free float: Excluding shares of
Heineken Holding N.V. in Heineken N.V.
On 31 December 2007, there were 489,974,594
shares of €1.60 nominal value in issue. At a yearend price of €44.22 on 31 December 2007, the
market capitalisation of Heineken N.V. on the
balance sheet date was €21.7 billion.
Based on 245.0 million shares in free float
• North America
• UK/Ireland
• Netherlands
• Europe (ex. Netherlands)
• Rest of the world
• Undisclosed
30.7%
14.9%
14.3%
14.5%
Year-end price
High
Low
2.3%
23.3%
€44.22
€48.98
€35.72
31 December 2007
2 November 2007
5 January 2007
* Source: Capital Precision, based on best
estimate January 2008
Dividend per share (proposed)
In EUR
after restatement for recapitalisation and share split
Heineken N.V. share price
In EUR, Euronext Amsterdam
1998
33.05
1998
0.20
1999
0.26
0.26
1999
30.75
2000
2000
42.24
2001
0.32
2001
34.07
2002
0.32
2002
29.76
2003
0.32
2003
24.15
2004
0.40
2004
24.53
2005
0.40
2005
26.78
2006
36.03
2007
44.22
0
10
20
30
Share price range
Year-end price
Average trade in 2007: 1,668,921 shares per day
40
2006
0.70
50
Heineken N.V. share price
2003
24.15
2004
24.53
2005
2006
2007
0.60
2007
26.78
36.03
44.22
143
Heineken Holding N.V. shares
The ordinary shares of Heineken Holding N.V. are
traded on Euronext Amsterdam. The shares are
listed under ISIN code NL0000008977. In 2007, the
average daily trading volume of Heineken Holding
N.V. shares was 257,636 shares.
Right to add agenda items
Shareholders who, alone or together, represent
at least 1 per cent of Heineken Holding N.V.’s issued
capital or who hold shares with a market value
of at least €50 million have the right to request
items to be placed on the agenda of the General
Meeting of Shareholders.
Requests to place items on the agenda must be
received by Heineken Holding N.V. at least 60
days before the date of the General Meeting of
Shareholders. Heineken Holding N.V. reserves the
right to refuse to place an item on the agenda if
its inclusion would be contrary to the Company’s
material interest.
On 31 December 2007, there were 245,011,848
ordinary shares of €1.60 nominal value in issue and
250 priority shares of €2.00 nominal value in issue.
At a year-end price of €38.73 on 31 December
2007, the market capitalisation of Heineken
Holding N.V. on balance sheet date was €9.5 billion.
Year-end price
High
Low
€38.73
€42.00
€30.09
31 December 2007
24 July 2007
10 January 2007
Share distribution comparison yearon-year Heineken Holding N.V. shares*
Based on Free float: Excluding shares of
L’Arche Green N.V. in Heineken Holding N.V.
Based on 101 million shares in free float
• North America
• UK/Ireland
• Netherlands
• Europe (ex. Netherlands)
• Rest of the world
• Undisclosed
48.1%
15.2%
2.1%
6.3%
0.4%
27.9%
* Source: Capital Precision, based on best
estimate January 2008
Heineken Holding N.V. share price
1998
26.14
1999
22.37
2000
28.80
2001
25.60
2002
22.12
2003
21.70
2004
22.25
2005
24.82
2006
30.80
2007
38.73
0
10
20
30
40
50
Share price range
Year-end price
Average trade in 2007: 257,636 shares per day
144
Other information
Shareholder information continued
Financial calendar in 2008 for both
Heineken N.V. and Heineken Holding N.V.
Announcement of 2007 results
20 February
Publication of Annual Report
19 March
Annual General Meeting of
Shareholders, Amsterdam
17 April
Quotation ex-final dividend
21 April
Final dividend 2007 payable
25 April
Announcement of half-year
results 2008
27 August
Quotation ex-interim dividend
28 August
Interim dividend 2008 payable
3 September
Bonds
Heineken N.V. bonds are listed on the Luxembourg
Stock Exchange. Two bond loans were issued on
4 November 2003. One was issued for €500 million
with an annual coupon of 4.375 per cent,
maturing on 4 February 2010 and listed under ISIN
code XS0179266597.
Another one was issued for €600 million with
a annual coupon of 5.00 per cent, maturing on 4
November 2013 and listed under ISIN code
XS0179266753.
Contacting Heineken N.V.
and Heineken Holding N.V.
Further information on Heineken N.V. is obtainable
from the Group Corporate Relations and/or
Investor Relations department,
telephone +31 20 523 92 39 or by
e-mail: investors@heineken.com.
Further information on Heineken Holding N.V. is
obtainable by telephone +31 20 622 11 52 or fax
+31 20 625 22 13. Information is also obtainable
from the Investor Relations department,
telephone +31 20 523 92 39 or by
email: investors@heineken.com.
The website www.heinekeninternational.com
also carries further information about both
Heineken N.V. and Heineken Holding N.V.
145
Other information
Countries and brands
Reach
At Heineken we aim to be a leading brewer in each
of the markets in which we operate and to have
the world’s most prominent brand portfolio. The
tables in this chapter show our breweries and
brands worldwide.
1. Western Europe
Heineken is Western Europe’s largest and leading
beer brewer. We have market leadership positions
in the Netherlands, Spain and Italy and we are
the number two player in France, Ireland and
Switzerland. Heineken, and in some cases Amstel,
are also brewed under licence or imported into
several other Western European markets.
2. Central and Eastern Europe
Heineken is the largest brewing group in Central
Europe, leading in Greece, Austria, Romania,
Slovakia, Bulgaria and Macedonia. We are the
number two player in Poland, Croatia and Belarus.
Heineken has strong market positions in Russia,
Germany, Hungary, Serbia and the Czech Republic.
Heineken, and in some cases Amstel, are also
brewed under licence or imported into several
other Central and Eastern European markets.
3. The Americas
Heineken has built a strong position in the
Americas, with exports to the USA, Central
America and the Caribbean. Heineken also owns
a number of breweries in the Caribbean and
Central America and has interests in and licensing
agreements with several breweries in Central and
South America. The agreement of Heineken USA
and FEMSA of Mexico makes Heineken the exclusive
national importer, marketer and seller of FEMSA’s
brands for ten years. Our interest in CCU has
strengthened our position in Chile and Argentina.
4. Africa and the Middle East
Heineken is also very successful in Africa and the
Middle East. We have owned breweries and have
enjoyed substantial market positions in several
African countries for more than 50 years. In Africa
we brew a variety of local brands and in some
countries Heineken and Amstel beer are also
brewed locally. Most of the operating companies
also produce and market soft drinks.
5. Asia Pacific
Underpinning our position in the region is our
Singapore-based joint venture with Fraser &
Neave, Asia Pacific Breweries (APB). It operates
32 breweries in Singapore, Malaysia, Thailand,
Vietnam, Cambodia, China, New Zealand, Papua
New Guinea, India and Sri Lanka. Heineken is
brewed at several of APB’s breweries throughout
the region. In addition, we have our own breweries
in Indonesia and on New Caledonia. We also import
Heineken into the region. Heineken beer has
a strong market position, particularly in Thailand,
Vietnam, Australia, New Zealand, Singapore and
Taiwan. In the first quarter of 2008, two greenfield
breweries will be operational in Laos and India.
Geographical distribution
of Consolidated beer volume
Western Europe
Central and
Eastern Europe
The Americas
Africa and the
Middle East
Asia Pacific
Consolidated
beer volume
2007
2006
31,910
32,100
(0.6)
%
51,114
13,718
46,925
13,197
8.9
3.9
15,668
7,418
13,281
6,402
18.0
15.9
119,828
111,905
7.1
146
Other information
Countries and brands continued
Western Europe
Country
Company
Brewery location
Brands
Belgium
Affligem Brouwerij BDS (100%)
Opwijk
Affligem
France
Heineken France (100%)
Marseille, Mons-en-Baroeul,
Schiltigheim, St. Omer
Heineken, Adelscott, Amstel, Buckler,
Desperados, Doreleï, ‘33’ Export,
Fischer tradition, Kriska, Murphy’s Irish
Stout, Pelforth, St. Omer
Ireland
Heineken Ireland (100%)
Cork
Heineken, Amstel, Coors Light, Murphy’s
Irish Stout
Italy
Heineken Italia (100%)
Aosta, Bergamo, Cagliari,
Massafra, Messina
Heineken, Amstel, Birra Messina, Birra
Moretti, Budweiser, Classica von
Wunster, Dreher, Ichnusa, McFarland,
Murphy’s Irish Stout, Prinz, Sans Souci
Netherlands
Heineken Nederland (100%)
’s-Hertogenbosch,
Zoeterwoude
Wijlre
Heineken, Amstel, Lingen’s Blond,
Murphy’s Irish Red, Wieckse Witte,
Brand
Brand Bierbrouwerij (100%)
Spain
Heineken España (98.6%)
Arano, Jaen, Madrid, Seville,
Valencia
Heineken, Amstel, Buckler, Cruzcampo,
Guinness, Kaliber, Legado de Yuste,
Murphy’s Irish Red
Switzerland
Heineken Switzerland (100%)
Chur
Heineken, Amstel, Calanda, Ittinger,
Murphy’s Irish Stout
147
Country
Company
Brewery location
Brands
Austria
Brau Union Österreich (100%)
Göss, Puntigam, Schladming,
Schwechat, Wieselburg, Zipf
Heineken, Edelweiss, Gösser, Kaiser,
Puntigamer, Schlossgold, Schwechater,
Wieselburger, Zipfer
Belarus
Brewing Company Syabar (96%)
Babruysk
Syabar, Bobrov
Bulgaria
Zagorka Brewery (50%)
Stara Zagora
Heineken, Amstel, Ariana, Stolichno,
Zagorka
Croatia
Karlovacka Pivovara (100%)
Karlovac
Heineken, Desperados, Karlovačko
Czech
Republic
Starobrno (97.6%)
Brno, Znojmo
Kralovsky Pivovar Krušovice
(100%)
Krušovice
Heineken, Amstel, Hostan, Starobrno,
Zlaty Bazant
Krušovice
Paulaner Brauerei (25%)
Munich, Rosenheim
Kulmbacher Brauerei (31.4%)
Karlsberg (22.5%)
Fürstlich Fürstenbergische
Brauerei (49.9%)
Hoepfner Brauerei (49.9%)
Chemnitz, Kulmbach, Plauen
Homburg, Koblenz
Donaueschingen
Schmucker Brauerei (49.8%)
Würzburger Hofbräu (31.4%)
Mossautal, Odenwald
Würzburg, Poppenhausen
Greece
Athenian Brewery (98.8%)
Athens, Patras, Thessaloniki
Heineken, Alfa, Amstel, Buckler,
Desperados, Fischer McFarland,
Murphy’s Irish Stout, Zorbas
Hungary
Heineken Hungaria (99.6%)
Martfü, Sopron
Heineken, Amstel, Buckler, Gösser,
Kaiser, Schlossgold, Soproni Ászok,
Talléros, Zlaty Bazant
Kazakhstan
Dinal (99.9%)
Almaty
Heineken, Amstel, Tian Shan
Macedonia
Pivara Skopje (50%)
Skopje
Heineken, Amstel, Gorsko, Skopsko
Germany
Karlsruhe
Hacker-Pschorr, Paulaner, Paulaner
Weissbier
Kulmbacher, Mönchshof, Sternquell-pils
Desperados, Karlsberg, Mixery, UrPils
Bären Pilsner, Fürstenberg, Riegeler,
QOWAZ
Arnegger, Edel-Weizen, Export,
Goldköpfle, Grape, Hefe Weißbier,
Hoepfner Pilsner, Jubelbier, KellerWeißbier, Kräusen, Leicht, Maibock,
Porter, Radler
Schmucker, Odenwälder Zwickel
Würzburger Hofbräu, Werner Bräu,
Lohrer Bier, Wächtersbacher
148
Other information
Central and Eastern Europe continued
Country
Company
Brewery location
Brands
Poland
Grupa Żywiec (61.7%)
Bydgoszcz, Cieszyn, Elblag,
Lezajsk, Warka, Żywiec
Heineken, Krȯlewskie, Kujawiak, Lezajsk,
Specjal, Strong, Tatra, Warka Jasne
Pelne, Żywiec, Budweiser
Romania
Heineken Romania (96.3%)
Bucuresti, Constanta, Craiova, Heineken, Bucegi, Ciuc, Gambrinus,
Hateg, Miercurea Ciuc
Golden Brau, Gösser, Schlossgold, Silva
Russia
Heineken Breweries (100%)
St. Petersburg (2)
Heineken Brewery Siberia (100%)
Shikhan Brewery (99.8%)
Volga Brewery (100%)
Patra (100%)
Heineken Brewery Baikal (100%)
Novosibirsk
Sterlitamak
Nizhnyi Novgorod
Ekaterinburg
Irkutsk
PIT Kaliningrad (100%)
Kaliningrad
PIT Novotroitsk (100%)
Amur-Pivo (100%)
Novotroitsk
Chabarovsk
Heineken Slovensko (100%)
Hurbanovo
Slovakia
Heineken, Amstel, Botchkarov, Ochota,
Zlaty Bazant, Bud, Kirin, Guinness,
Kilkenny, Buckler, Stepan Razin, Kalinkin,
Ordinar
Sobol, Zhigulevskoye
Sedoy Ural, Shikhan, Solyanaya Pristan
Okskoye, Rusich, Volga
Patra, Strelets, Zhigulevskoye
Zhigulevskoye, Yantarnoe, Rizhkoye,
Kumanda, Gubernatorskoye,
Brandmayor
PIT, Docter Diesel, Ostmark, Three
Bears, Gösser, Bitburger, Buckler
PIT, Docter Diesel, Three Bears, Gösser
PIT, Amur-Pivo, Docter Diesel,
Three Bears
Heineken, Amstel, Corgon, Gemer, Kelt,
Martiner, Zlaty Bazant
149
The Americas
Country
Company
Brewery location
Brands
Argentina
Companias Cervecerias Unidas
Argentina (30.7%)
Salta, Santa Fe
Heineken, Budweiser, Cordoba,
Rosario, Salta, Santa Fe, Schneider
Bahamas
Commonwealth Brewery (53.2%) Nassau
Heineken, Guinness, Kalik, Vitamalt
Chile
Companias Cervecerias
Unidas (33.1%)
Antofagasta, Santiago,
Temuco
Heineken, Cristal, Escudo
• Costa Rica
Cervecería Costa Rica (25%)
San José
Heineken, Bavaria, Imperial, Pilsen, Rock
Ice
• Dominican
Republic
Cervecería Nacional
Dominicana (9.3%)
Santo Domingo
Presidente
• Haiti
Brasserie Nationale d’Haïti (23.3%) Port-au-Prince
Guinness, Malta, Prestige
• Jamaica
Desnoes & Geddes (15.5%)
Kingston
Heineken, Dragon Stout, Guinness,
Red Stripe
Martinique
Brasserie Lorraine (83.1%)
Lamentin
Heineken, Lorraine, Malta, Porter
• Nicaragua
Consorcio Cervecero
Centroamericano (12.4%)
Managua
Heineken, Bufalo, Tona, Victoria
Panama
Cervecerias Barú-Panama (74.9%) Panama City
Heineken, Crystal, Guinness, Panama,
Soberana, Budweiser
St. Lucia
Windward & Leeward
Brewery (72.7%)
Vieux-Fort
Heineken, Guinness, Piton
Surinam
Surinaamse Brouwerij (76.1%)
Paramaribo
Heineken, Parbo
• Affiliated company (non-consolidated).
150
Other information
Country
Company
Brewery location
Brands
Burundi
Brarudi (59.3%)
Bujumbura, Gitega
Amstel, Primus
• Cameroon
Brasseries du Cameroun (8.8%)
Bafoussam, Douala, Garoua,
Yaoundé
Amstel, Dynamalt, Mützig
Congo
Brasseries du Congo (50%)
Brazzaville, Pointe Noire
Amstel, Guinness, Maltina, Mützig,
Ngok, Primus, Turbo King
Democratic
Republic of
Congo
Bralima (95%)
Boma, Bukavu, Kinshasa,
Kisangani, Mbandaka
Amstel, Guinness, Maltina, Mützig,
Primus, Turbo King
Egypt
Al Ahram Beverages
Company (99.9%)
Badr, El Obour, Sharkí
Heineken, Birell, Fayrouz, Meister,
Sakara, Stella
• Ghana
Guinness Ghana
Breweries Ltd. (20%)
Accra, Kumasi
Amstel Malt, Guinness, Gulder, Star
Israel
Tempo Beverages Limited (40%)
Netanya
Heineken, Gold Star, Maccabee, Malt
Star, Nesher
• Jordan
General Investment (10.8%)
Zerka
Amstel
Lebanon
Almaza (67%)
Beirut
Almaza, Laziza
• Morocco
Brasseries du Maroc (2.2%)
Casablanca, Fès, Tanger
Heineken, Amstel
• Namibia
Namibia Breweries (14.5%)
Windhoek
Heineken, Beck’s, Guinness, Killkenny,
Windhoek
Nigeria
Nigerian Breweries (54.1%)
Consolidated Breweries (50.1%)
Aba, Ama, Ibadan, Kaduna,
Lagos
Jjebu Ode, Owe Omamma
Heineken, Amstel Malta, Gulder, Legend,
Maltina, Star
“33” Export, Hi-malt
Réunion
Brasseries de Bourbon (85.7%)
Saint Denis
Bourbon, Dynamalt
Rwanda
Bralirwa (70%)
Gisenyi, Kigali
Amstel, Guinness, Mützig, Primus
Freetown
Heineken, Guinness, Maltina, Star
• Sierra Leone Sierra Leone Brewery (42.5%)
South Africa
**
Tunisia
Société de Production et de
Tunis
Distribution des Boissons (49.99%)
** Under construction.
Johannesburg
Heineken
151
Asia Pacific
Country
Company
Brewery location
Brands
Cambodia
Cambodia Brewery (33.5%)
Phnom Penh
ABC Extra Stout, Anchor, Gold Crown,
Tiger
China
Shanghai Asia
Pacific Brewery (44.6%)
Hainan Asia Pacific (46%)
• Kingway Brewery (9.9%)
• Jiangsu Da Fu Hao
Breweries (22.5%)
Guangzhou Asia Pacific Brewery
(46%)**
Shanghai
Heineken, Reeb, Tiger
Haikou
Shantou, Shenzhen
Nantong, Tongzhou, Qidong,
Yancheng
Guangzhou
Anchor, Aoke, Tiger
Kingway
BBOSS, Tongzhou, Changjiang
Asia Pacific Breweries
(Aurangabad) (31.9%)
Asia Pacific Breweries – Pearl
Private (28.1%)**
Chowgule
Cannon – 10000, Arlem
Indonesia
Multi Bintang Indonesia (84.5%)
Sampang Agung, Tangerang
Heineken, Bintang, Guinness, Bintang
Zero, Green Sands
Laos
Lao Asia Pacific Breweries
(28.5%)**
• Malaysia
Guinness Anchor Berhad (10.7%)
Kuala Lumpur
Heineken, Anchor, Baron’s, Guinness,
Kilkenny, Tiger, Lion, Malta, Anglia
Mongolia
Asia Pacific Breweries (23.1%)
Ulaan baatar
Tiger
New
Caledonia
Grande Brasserie de Nouvelle
Calédonie (87.3%)
Noumea
Heineken, Number One, Desperados
New Zealand
DB Breweries (41.9%)
Greymouth, Mangatainoka,
Otahuhu, Timaru
Heineken, Amstel, DB Draught, Export
Gold, Export Dry, Tiger, Erdinger, Sol,
Budejovicky Budvar, Monteith’s, Tui
Papua New
Guinea
South Pacific Brewery (31.8%)
Lae, Port Moresby
Niugini Ice Beer, South Pacific Export
Lager, SP Lager
Singapore
Asia Pacific Breweries (41.9%)
Singapore
Heineken, ABC Extra Stout, Anchor,
Baron’s, Tiger, Gold Crown, Sol
Sri Lanka
Asia Pacific Brewery (Lanka)
(25.2%)
Mawathagama
Archipelago, Bisonxxtra, Kings Lager,
Pilsener, Stout
• Thailand
Thai Asia Pacific Brewery (14.7%) Bangkok
Heineken, Tiger, Cheers
Vietnam
Vietnam Brewery (25.2%)
Hatay Brewery (41.9%)
Foster's Da Nang Co (41.9%)
Foster's Tien Giang (25.2%)
Heineken, Bivina, Tiger, Coors Light
Heineken, Anchor Draft, Tiger
Coors Light, Foster's, Bier Larue
India
Hyderabad
Ho Chi Minh City
Hatay
** Under construction
152
Other information
Historical summary
Dutch
GAAP
2004
Dutch
GAAP
2003
Dutch
GAAP
2002
Dutch
GAAP
2001
Dutch
GAAP
2000
Dutch
GAAP
1999
Dutch
GAAP
1998
12,564 11,829 10,796 10,062 10,005
1,503 1,805 1,249 1,348 1,248
1,821 1,543 1,363 1,355 1,329
14.5
13.0
12.6
13.5
13.3
14.0
11.9
11.5
12.6
12.8
22.7
19.7
14.8
12.2
11.2
807 1,211
761
642
537
1,119
930
840
803
791
9,255
1,222
1,327
14.3
12.2
13.3
798
806
8,482
1,282
1,282
15.1
16.4
16.6
795
795
7,637
1,125
1,125
14.7
15.6
22.5
767
715
6,766
921
921
13.6
14.6
21.0
621
621
5,973
799
799
13.4
13.3
30.1
516
516
5,347
659
659
12.3
12.4
92.7
445
445
IFRS
2007
IFRS
2006
IFRS
2005
IFRS
2004
Revenue and profit
In millions of EUR
Revenue
Results from operating (beia)
as % of revenue
as % of total assets
EBITDA/net interest expenses
Net profit
Net profit (beia)
as % of equity attributable to
equity holders of the Company
Dividend proposed
as % of net profit
20.7
343
42.5
18.6
294
24.3
21.2
196
25.8
24.7
196
30.5
23.4
196
36.5
25.4
157
19.7
30.1
157
19.7
25.9
157
20.5
25.9
125
20.1
19.7
125
24.2
19.4
100
22.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
25
–
–
–
25
–
–
–
–
–
–
–
–
73
–
73
10
–
–
–
–
–
–
–
–
142
16
158
25
3.53
2.28
0.70
3.77
1.90
0.60
3.82
1.71
0.40
3.29
1.64
0.40
3.10
1.61
0.40
3.34
1.64
0.32
2.42
1.62
0.32
2.38
1.46
0.32
2.11
1.27
0.26
1.91
1.05
0.26
1.80
0.91
0.20
11.04
–
–
10.23
–
–
8.10
–
–
6.65
–
–
6.90
–
–
6.46
–
–
5.38
–
–
5.63
0.23
–
4.89
–
–
5.34
–
–
4.69
0.57
0.06
1,730 1,849 1,872 1,611 1,520 1,638 1,184 1,165 1,035
(450) (294) (271) (243) (243) (241) (187) (168) (160)
(1,263) (799) (1,194) (1,795) (1,671) (2,081) (1,973) (783) (1,503)
(206) (355) (321) (123) (125) 1,233
427
(39)
335
(189)
401
86
(550) (519)
549
(549)
175
(293)
935
(112)
(527)
(13)
283
882
(114)
(728)
80
120
Bonus shares
In millions of EUR
Increase in share capital
Cash payment
Distribution from reserves
Percentage increase
Per share of €1.601
In millions of EUR
Cash flow from
operating activities
Net profit (beia)
Dividend proposed
Equity attributable to equity
holders of the Company
Bonus shares (par value)
Cash payment
Cash flow statement
In millions of EUR
Dividend
Investing
Financing
Net cash flow
1
Adjusted for the 5:4 share split in 2004.
All years prior to 2005 have been restated using the current number of issued shares of 489,974,594.
153
Dutch
GAAP
2003
Dutch
GAAP
2002
Dutch
GAAP
2001
Dutch
GAAP
2000
Dutch
GAAP
1999
Dutch
GAAP
1998
Share capital
784
784
784
784
784
784
Reserves and retained
4,620 4,225 3,185 2,472 2,595 2,383
earnings
holders of the Company
5,404 5,009 3,969 3,256 3,379 3,167
Minority interest
542
511
545
477
483
732
Total equity
5,946 5,520 4,514 3,733 3,862 3,899
Employee benefits
646
665
664
680
680
Provisions (incl. deferred tax liabilities) 805
835
766
725
568 1,367
1,521 2,091 2,233 2,638 2,642 2,721
Current liabilities (excl. provisions) 4,050 3,886 3,652 3,001 2,666 2,910
Liabilities
5,571 5,977 5,885 5,639 5,308 5,631
12,968 12,997 11,829 10,777 10,418 10,897
784
784
711
711
711
1,853
1,974
1,685
1,907
1,588
2,637
393
3,030
2,758
381
3,139
2,396
124
2,520
2,618
248
2,866
2,299
256
2,555
981
1,215
2,555
3,770
7,781
1,024
797
2,235
3,032
7,195
976
875
1,892
2,767
6,263
770
490
1,860
2,350
5,986
733
522
1,460
1,982
5,270
0.56
0.64
0.77
0.67
0.92
0.94
5,362 4,944 5,067 4,773 5,127 4,995
2,541 2,449 2,380 1,837 1,720 1,151
1,221 1,367 1,104 1,035
779 1,122
9,124 8,760 8,551 7,645 7,626 7,268
1,007
893
883
782
779
834
1,873 1,779 1,787 1,646 1,309 1,379
964 1,565
608
704
704 1,416
3,844 4,237 3,278 3,132 2,792 3,629
12,968 12,997 11,829 10,777 10,418 10,897
4,094
39
835
4,968
765
1,270
778
2,813
7,781
3,592
13
531
4,136
692
1,192
1,175
3,059
7,195
3,250
–
615
3,865
550
1,024
824
2,398
6,263
2,964
–
422
3,386
490
903
1,207
2,600
5,986
2,605
–
490
3,095
452
775
948
2,175
5,270
IFRS
2007
IFRS
2006
IFRS
2005
IFRS
2004
Dutch
GAAP
2004
Financing
In millions of EUR
holders of the Company/(employee
benefits, provisions, and liabilities)
0.77
0.74
0.62
0.53
0.59
Employment of capital
In millions of EUR
P, P & E
Intangible fixed assets
Total non-current assets
Inventories
Cash and other current assets
Current assets
Total assets
Total equity/Total
non-current assets
Current assets/
Current liabilities
Revenue
Adjustments:
Excise duties
Variable selling expenses
Correction
adjustment 2002/1996
Revenue
0.65
0.63
0.53
0.49
0.51
0.54
0.61
0.76
0.65
0.85
0.83
0.95
1.09
0.90
1.04
1.05
1.25
1.10
1.37
1.27
1.40
1.49
IFRS
2007
IFRS
2006
IFRS
2005
IFRS
2004
Dutch
GAAP
2004
Dutch
GAAP
2003
Dutch
GAAP
2002
Dutch
GAAP
2001
Dutch
GAAP
2000
Dutch
GAAP
1999
Dutch
GAAP
1998
–
–
–
–
–
– 10,293
9,333
8,107
7,149
6,272
–
–
–
–
–
–
–
–
–
–
– (1,282) (1,226) (1,093)
–
(529) (300) (248)
(984)
(192)
–
–
–
–
–
12,564 11,829 10,796 10,062 10,005
–
9,255
–
8,482
(170)
–
7,637 6,766
–
5,973
(819)
(106)
–
5,347
154
Other information
Glossary
Definitions of terms and phrases used in this report
Beia
Before exceptional items and amortisation
of brands.
Cash conversion ratio
Free operating cash flow/Net profit (beia)
before deduction of minority interests.
Fit2Fight
Cost saving programme aimed at reducing
the fixed cost base versus 2005 by €450 million
by 2008.
Depletions
Sales by distributors to the retail trade.
Fixed costs under Fit2Fight
Fixed costs under Fit2Fight include personnel
costs, depreciation and amortisation, repair
and maintenance costs and other fixed costs.
Exceptional items are excluded from these costs.
Dividend payout
Proposed dividend as percentage of net
profit (beia).
Fixed costs ratio
Fixed costs under Fit2Fight as a percentage
of revenue.
Earnings per share
Basic
Net profit divided by the weighted average
number of shares – basic – during the year.
This represents the total of cash flow from
operating activities, and cash flow from
operational investing activities.
Diluted
Net profit divided by the weighted average
number of shares – diluted – during the year
Gearing
Net debt/shareholders’ equity.
EBIT
Earnings before interest and taxes and net
finance expenses.
Net debt
Non-current and current interest-bearing loans
and borrowings and bank overdrafts less
investments held for trading and cash.
EBITDA
Earnings before interest and taxes and net finance
expenses before depreciation and amortisation.
Net profit
Profit after deduction of minority interests (profit
attributable to equity holders of the Company).
Effective tax rate
Taxable profit adjusted for share of profit of
associates, dividend income and impairments
of other investments.
Organic growth
Growth excluding the effect of foreign
exchange rate movements, consolidation changes,
exceptional items, amortisation of brands and
changes in accounting policies.
155
Organic volume growth
Increase in consolidated volume, excluding
the effect of the first time consolidation
of acquisitions.
Profit
Total profit of the Group before deduction
of minority interests.
®
All brand names mentioned in this Annual Report,
including those brand names not marked by an ®,
represent registered trade marks and are legally
protected.
Region
A region is defined as Heineken’s managerial
classification of countries into geographical units.
Revenue
Net realised sales proceeds in Euros.
Top-line growth
Growth in net revenue.
Volume
Amstel® volume
The group beer volume of the Amstel brand.
100 per cent of beer volume produced and
sold by fully consolidated companies and
the share of beer volume brewed and
sold by proportionately consolidated jointventure companies.
Group beer volume
The part of the total Group volume that relates
to beer.
Heineken® volume
The Group beer volume of the Heineken brand.
Heineken® volume in premium segment
The Group beer volume of the Heineken brand in
the premium segment (Heineken volume in the
Netherlands is excluded).
Total beer volume
The Group beer volume in a country.
Total group volume
100 per cent of beer, soft drinks and other
beverages volume produced and sold by fully
consolidated companies and by proportionately
consolidated joint-venture companies as well as
the volume of Heineken’s brands produced and
sold under licence by third parties.
Weighted average number of shares
Basic
Weighted average number of issued shares
adjusted for the weighted average of own shares
purchased in the year.
Diluted
Weighted average number of basic shares after
adjustment for the effects of all dilutive own
shares purchased.
156
Other information
Reference information
A Heineken N.V. publication
Graphic design and electronic publishing
Addison Corporate Marketing Ltd, London
Heineken N.V.
P.O. Box 28
1000 AA Amsterdam
The Netherlands
Printing
Boom & van Ketel Grafimedia, Haarlem,
the Netherlands
telephone +31 20 523 92 39
fax +31 20 626 35 03
Binding and distribution
Hexspoor, Boxtel, the Netherlands
Copies of the Annual Report and further
information are obtainable from the
Group Corporate Relations department
via www.heinekeninternational.com
Paper
9lives 55 silk 300 gms cover
9lives 55 silk 135 gms inside pages 01–64
9lives 55 silk 100 gms inside pages 65–156
Production and editing
Heineken N.V. Group Corporate Relations
9lives 55 is produced by an ISO 14001 accredited
manufacturer and is certified as an FSC mixed
sources product. It is produced with 55% recycled
fibre from both pre- and post-consumer sources,
together with 45% virgin elementary chlorine free
(ECF) fibre sourced from well-managed forests.
Text
Heineken International
Translation into Dutch
V V H Business Translations, Utrecht,
the Netherlands
Photography
Andreas Pohlmann, Munich
The packshot company Ltd, London
Heineken International
This Report is available in the Dutch language
as well. In the event of any discrepancy between
language versions, the English version prevails.
More from Heineken online:
www.heinekeninternational.com
www.heineken.com
www.enjoyheinekenresponsibly.com
Contents
01
02
04
Profile
Milestones 2007
06 Chief Executive’s statement
10 Outlook 2008
12 Executive Committee
14 Operational review
14
Top-line growth
14
The Heineken brand
16
17
18
18
The Amstel brand
19
Sustainability
21
22 Regional review
22
Western Europe
26
30
Americas
34
38
Asia Pacific
42 Risk management
47 Financial review
52 Dutch Corporate Governance Code
56 Decree Article 10
58 To the shareholders
61 Supervisory Board
62 Remuneration report
65 Consolidated income statement
66 Consolidated statement of recognised
Income and expense
67 Consolidated balance sheet
68 Consolidated statement of cash flows
70 Notes to the consolidated financial
statements
132 Heineken N.V. balance sheet
133 Heineken N.V. income statement
134 Notes to Heineken N.V.
Other information
138 Auditor’s report
140 Appropriation of profit
141 Shareholder information
145 Countries and brands
152 Historical summary
154 Glossary
156 Reference information
Heineken N.V. 2007
Annual Report
Also see www.enjoyheinekenresponsibly.com
2007 Annual Report

2007 Annual Report

Transcription

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