20 13 Consolidated Annual Report Delivering good growth We bring the benefit of our milk to more consumers. COntent Financial highlights ManageMent review Business review 2013 in short A solid platform inviting growth Åke Hantoft: Raising the bar together Peder Tuborgh: On track for sustainable growth Seven essential goals for 2013 Strategy Dedicated to long-term targets Develop the core Consumer UK Consumer Sweden & Finland Consumer Denmark Consumer Germany & The Netherlands Deliver the growth Consumer International Arla Foods Ingredients Innovation creates value Faster, simpler and leaner Arlagården® secures the quality of my milk Governance Corporate Responsibility: Being responsible is key Corporate Responsibility (CSR) – How we meet our responsibilities Diversity is an asset in Arla Tax governance Corporate governance Compliance is in our DNA Strategic risk management Financial review Frederik Lotz: Healthy financial base Investing in development together COnSOLiD ateD FinanCiaL StateMentS Primary financial statements Notes enDOrSeMentS Independent auditor’s report Statement by the Board of Directors and the Executive Board exeCutive ManageMent gr Oup Front flap of the cover inside 1 2 4 6 9 12 14 16 18 20 22 24 26 28 30 32 34 36 38 40 42 44 46 48 50 52 54 62 107 108 110 In order to make this report more manageable and user-friendly, the Arla Foods Group has decided to publish a consolidated annual report that does not include the financial statements of the parent company, Arla Foods amba. In accordance with section 149 of the Danish Financial Statements Act, this consolidated annual report is an extract of the company’s complete annual report. The full report, including the annual report for the parent company, is available at www.arlafoods.com. Profit appropriation and supplementary payment of the parent company are shown under equity in the consolidated financial statements. The Consolidated Annual Report is published in Danish, Swedish, German and English. Only the original Danish text is legally binding. The translation has been prepared solely for practical reasons. Financial Highlights (mDKK) performance price DKK per kg cooperative owner milk SEK per kg cooperative owner milk EUR-cent per kg cooperative owner milk GBP-pence per kg cooperative owner milk Not adjusted for IFRS 2013 2012 2011 2010 2009 3.05 3.63 40.33 33.91 2.71 3.37 35.80 30.21 2.81 3.75 37.40 2.52 3.49 - 2.14 2.91 - total million kg milk weighed in by the group total number of owners 12,676 12,629 10,410 12,256 9,241 8,024 8,713 7,178 8,660 7,625 income statement Revenue EBIT (Earnings before interest and tax) EBITDA (Earnings before interest, tax, depreciations and amortisations) Net financials Net profit for the year 73,600 3,170 63,114 2,502 54,893 1,755 49,030 1,684 46,230 1,412 5,496 -660 2,236 4,445 -518 1,895 3,541 -305 1,399 3,743 -294 1,268 3,223 -232 971 Balance sheet Total assets Non-current assets Investments in property, plant and equipment Current assets Equity Consolidation for the year: Individual capital Common capital Supplementary payment Total non-current liabilities Total current liabilities 46,165 25,574 -3,767 20,591 43,478 24,415 -3,303 19,063 35,146 18,741 -2,165 16,405 30,097 17,004 -1,508 13,093 30,094 16,782 -1,618 13,312 12,736 10,918 9,526 8,580 8,281 323 978 900 283 469 1,112 273 606 491 233 4 1,031 311 0 660 16,324 17,105 15,285 17,275 11,464 14,156 7,359 12,060 7,816 11,768 Net interest bearing debt incl. pensions Net working capital 17,859 6,760 17,145 5,891 12,243 6,147 10,041 4,691 10,257 4,546 Cash flows Cash flow from operating activities Cash flow from investing activities Purchase of enterprises Cash flows from financing activities Financials ratios Leverage Interest cover Equity ratio 2,542 -3,502 0 820 3,799 -5,320 -289 1,748 2,301 -2,482 -149 245 2,552 -1,626 0 -2,392 3,402 -2,392 -729 -526 3.2 11.1 28% 3.9 11.5 25% 3.5 9.7 27% 2.7 10.0 29% 3.2 9.0 28% * The figures stated for 2009 and 2010 except for the balance sheet items for 2010 have been prepared in accordance with the Danish Financial Statements Act. All other figures have been prepared in accordance with IFRS. Definitions Net interest-bearing debt Current interest-bearing liabilities – Securities, cash and cash equivalents and other inter- est-bearing assets + Non-current liabilities. Net interest-bearing liabilities cannot be derived directly from the balance sheet. Net working capital: Inventories + Trade receivables – Trade payables Leverage: Net interest-bearing liabilities, including pension liabilities EBITDA Interest cover: EBITDA Interest costs, net Equity ratio: Equity Balance sheet total Organic growth: Growth in revenue adjusted for acquisitions, divestments, foreign exchange rate changes as well as changes in accounting policy. 2013 in short performance price DKK /kg3.05 revenue 73.6 bn DKK revenue growth 16.6% Milk volume equity net interest-bearing debt 12.7 bn DKK 17.9 bn DKK 12.7 bn kg Profit 2.2 bn DKK 3% of revenue equity ratio 28% Owners 12,629 3.2 Leverage May 2013 October 2013 October / november 2013 Deployment of the world’s largest fresh milk facility in aylesbury outside London. issue of corporate bonds worth 1.3 bn DKK for a broader financing platform. 1 bn kg of milk per year arla’s owners and aFMp farmers decide on merger. 1.5 bn kg of milk from owners 1,300 new owners as per 31 December 2013 Investment of 1.4bn DKK Project management: Charlotte Møller Andersen, Corporate Accounting, Arla. Copy, design and production: We Love People. Web production: Morten Riber Pryds, Corporate Accounting, Arla and We Love People. Translation: TextMinded® Photos: Tine Harden, Jens Bangsbo, Casper Sejersen, Mikkel Bache, Thomas Carlgren and Arla’s archives. Printer: Scanprint A/S. MANAGEMENT REVIEW Arla is a cooperative. We are committed to taking good care of the milk produced by our owners and to adding value to it. No matter how much is produced. More milk is a precondition for scalability and creates more value through innovation, product development and branding, and thereby performance. A solid platform inviting growth The milk wheel illustrates Arla’s business model. Milk is both our commodity and our growth engine. More milk means more power for the engine and more growth for the company. Milk is what drives the company’s earnings and brings new opportunities for growth for its owners. Only a handful of dairy companies in Europe have openly declared that they want more milk. Arla is one of them. We must secure supplies for Arla’s new dairies, Pronsfeld in Germany and Aylesbury in the UK as well as other production sites. In 2013, Arla increased its milk volume significantly. The company’s current volume is the largest milk volume received by any cooperative in Europe. Nevertheless, we still have room for more milk and more owners. We need to keep the wheel turning to secure future supplies of the raw milk that is at the core of our existence. 12.7bn kg milk annually Globalisation opens new markets, and Arla is also seeking new distribution channels for its increasing milk volumes. Based on environmentally respectful production processes, Arla offers the safe and healthy products which are demanded by the consumers in the emerging markets. And with a stable base in our core European markets, we also have the courage to grow further worldwide. For Arla, growth is about increasing earnings. Our growth drives market consolidation and attracts more raw milk. The agreement made with the AFMP partnership in 2013 brings security to the supply chain and signals that we take good care of our milk. 2 Raising the bar together In 2013, Arla consisted of 12,300 milk producers in six countries, who all share the cooperative principle. Collaboration is in Arla’s DNA and is a major strength of the business. Together, the business and the owners are creating the future of dairy and securing the highest value for the farmers’ milk. INFLOW OF RAW MILK 14,000 Mio. kg. 12,000 10,000 8,000 6,000 4,000 2,000 0 12,676 10,410 8,660 8,713 9,241 2009 2010 2011 2012 2013 Owners in Denmark Owners in Sweden Owners in Germany Owners in United Kingdom Owners in Belgium Owners in Luxembourg Others Arla’s increased milk volume supports our increased activities. The increase mainly comes from new owners as a result of the merger activity. Increase in weighed-in milk in past 5 years Milk volume 2013 46% 12,676 mKG Arla performed well in the markets in 2013, and the owners, the milk producers, experienced a much-needed improvement of their financial situation. The higher milk prices helped the finances of the farms. Milk production is soaring, and the relationship between farmers’ income and costs has been improved. 2013 was also the year in which we started to understand the consequences of being a cross-national cooperative after the mergers in 2011 and 2012, and of continued growth. At the end of the year, we welcomed the supplier group Arla Foods Milk Partnership (AFMP) into the owner group. The growing number of owners made it clear that Arla’s democratic structure needed to be updated, and in the spring we established a new structure that balances national and global perspectives. a clear mission During the past year, we have updated Arla’s mission, vision and strategy to better reflect who we are as a company, where we are heading and how we want to deliver on our targets. Our mission clearly states what we have always known: that Arla was founded to create value for our milk. What makes Arla attractive for a dairy farmer is that the company is owned by farmers. We are united by the strength of the cooperative and its promise of a better milk price. It is important for dairy farmers, customers and consumers in Europe that the money Arla earns is returned to us, the owners. The profits are shared, and together we create a strong foundation for dairy farmers to grow – now and in the future. ready for more milk Only a handful of dairy companies in Europe are openly asking for more milk. Arla is one of them. The explanation can be found in the basic story of the ‘milk wheel’. Receiving more milk gives us the strength to grow. Arla, therefore, increased its milk volume significantly in 2013. The company’s current volume of 12.7bn kg of milk is the largest cooperative milk volume in Europe. Nevertheless, we still have room for more milk and more owners. We need to keep the wheel turning to secure future supplies of the raw material that is the very basis of our existence. Seen in that light, the vote in favour of AFMP by the Board of Representatives, Arla’s supreme body, was the single most important decision made by us, as owners, in 2013. I am proud that we had a lively debate, and stood together and made a clear decision to bring our UK suppliers into our group. This decision shows that we are remaining true to the cooperative principle. We want to share both investments, risks and profits. Because even though the merger in itself does not increase milk volumes, the new owners help safeguard the supply chain. The merger signals that we are a European cooperative with a strong focus on European milk to boost the value of raw milk. Having many owners is attractive for us because it translates into stable milk supplies. The greater the number we are, the better we can do things together. Closeness and cohesion The cooperative democracy is a living instrument for Arla. It is our most important strength, but cohesion obviously comes under pressure when we expand our numbers so quickly. Today, Arla has owners in six countries speaking their own languages. It adds to the complexity of our business, and there have been concerns that it will compromise the sense of closeness and involvement. We have therefore established four national councils which are helping to apply the provisions of the merger agreements in the individual owner countries. The national councils are, among other things, involved in the work to introduce the Arlagården® quality assurance programme in all owner countries and in establishing a joint settlement model. The new democratic structure will empower the business and ensure closeness to our cooperative’s owners, the dairy farmers. But as Åke Hantoft, Chairman of the Board of Directors owners, we must also make an active effort to exercise our influence as part of the cooperative democracy.We must read the Owner Update newsletter and participate in the debate – also across national borders. Because without communication the cooperative idea falls apart. But, most importantly, we must share the responsibility for the strategy. I still see Strategy 2017 as a winning one because it creates a sense of security, both for the business and on the individual farms. The strategy creates new opportunities for us following the abolition of the quotas in 2015. We are able to sell all that we can produce. Arla will buy the milk and add value to it. The basic idea behind a cooperative more than 100 years ago still holds true today in Arla: We shoulder the responsibility, we solve tasks together and we share what we achieve. We do things better when we do them together. Creating the future of dairy requires funding, and in 2014 we need to have a discussion about the future consolidation policy as the company and owner group have changed significantly since we agreed on the current consolidation policy. we are raising the bar Arla’s growing cooperative strength brings certain obligations. We will therefore meet consumer demands for traceability and quality. We will manage the entire value chain from cow to consumer. Our most important tool is the quality assurance programme Arlagården®, which is being implemented in Germany, Luxembourg and Belgium, and which will be rolled out in the UK in 2015. Arlagården® creates added value in the market and confidence among customers and consumers. The quality assurance programme is a key element in our corporate reputation and benefits both our business and the individual farm. Also in this context, the company and its owners have a common task: the owners must comply with the programme, and the company must convert it into market value. Arla now has the size to make a real difference. Other milk producers, customers and consumers will look at us and see that we are leading the way in a number of areas. When we are realising our mission of creating growth – also in terms of the milk price level and quality. When we keep focusing on paying for the milk in accordance with the cooperative principle. And in our work with Arlagården® and the promotion of sustainable milk production. This focus will confirm that we are creating the future of dairy. Mission To secure the highest value for our farmers’ milk while creating opportunities for their growth 4 5 MANAGEMENT REVIEW MANAGEMENT REVIEW On track for sustainable growth Arla is a strong European dairy company with global visions and a determination to seek opportunities for growth. Organic growth goes hand in hand with growth through mergers and the consolidation of the cooperative across borders. These are achievements which are rooted in the robustness of the cooperative model and the determination of the company’s owners. perFOrManCe priCe DKK per kg cooperative owner milk 1 8 2 . 1 7 2 . 5 0 3 . 2 5 2 . 4 1 2 . 4 3 2 1 0 Arla’s performance price has increased over the period to reach an all time high for 2013 Peder Tuborgh, CEO 2009 2010 2011 2012 2013 2013 was an exciting year for Arla. We have worked to create a robust platform for growth after several years of mergers. Concurrently with the expected synergies, Arla has realised a 16.6 per cent growth in revenue over the past year. At the same time, we have seen an increase in milk volumes, a widening of the owner group and a broadening of our mindset. At present, we are consolidating the platform on which the global dairy company of the future will be built and which will secure a market beyond Europe for the milk supplied by the company’s owners. We are strengthening the global mindset of our business and sharpening our focus on efficiency improvements, quality and sustain- ability. It is ultimately about meeting our targets, which we did to a large extent in 2013. Focus on the business We have realised a profit of DKK 2.2bn, corresponding to the decided 3 per cent of revenue, which totalled DKK 73.6bn. At DKK 3.05, Arla’s performance price is the highest in the history of the company, while leverage has been reduced to 3.2, which is within the agreed target range. Arla had a good 2013. The 16.6 per cent growth in revenue is driven by organic growth of 6.6 per cent in our core and growth markets, and especially by the realised effect of last year’s mergers in the UK and Germany. The integration of these companies is progressing faster than expected. We have successfully increased the profitability of the additional milk which is weighed in, resulting in a strengthening of the European core business. At the same time, we have followed the price increases in the global market for dairy products. Over the past five to ten years, a relatively stable dairy industry has developed into an industry characterised by considerable volatility. Arla is strongly positioned to navigate short-term market variations without losing sight of our long-term goals. Price fluctuations have refined our ability to identify and seize new market opportunities as they arise. The industry and private-label prices follow the volatility of the market prices, while the prices of branded products are traditionally slightly behind and generally more stable. In a situation with increasing market prices, as in 2013, our branded products therefore come under pressure. Arla’s three global brands have stood still in Europe, primarily due to the negative economic climate and a strong preference among consumers for private-label products. All in all, we have not met the targets set for our three global brands Arla®, Castello® and Lurpak®, and the strengthening of these brands in our core markets will remain a strategic focal point. On the other hand, Arla’s brands are doing well in our growth markets where consumers are becoming more affluent and in a position to buy healthy, and good quality food products. Arla’s strategic growth markets account for an ever-increasing share of the group’s growth because our brands are gaining ground in these markets. For example, we are seeing organic growth of 44 per cent in Russia and growth in excess of 12 per cent in the Middle East and Africa. This confirms that the strategy which we have identified as the driver of growth in these markets in the period up until 2017 is working. Status of our strategy Today, Arla has owners in six European countries and a clear global presence. However, there is no doubt that our presence in emerging markets needs to become even more prominent if we are to keep up with our competitors. In 2013, we presented a revised version of Arla’s strategy, which previously had a strong European focus. Strategy 2017 is still very much about being part of the consolidation which is taking place in Europe and about developing our products and activities for European consumers. The new part of the strategy will prepare us for the expected growth in Russia, the Middle East, Africa and China. The world population is growing at 78 million people a year, and is projected to reach 9bn in 2050. By then, far more than half of the population will be middle-class citizens who can afford more and better products for the whole family. Growth will come both from these emerging markets as well as from Arla Foods Ingredients (AFI). AFI is a company which is truly realising Arla’s vision today with its innovation programmes and advanced technology. AFI is a genuinely global company which is actively engaged in creating the future of dairy. AFI is helping to improve the utilisation of milk-based ingredients, tailoring its products to consumer requirements. Arla’s ingredients is among other things used for child nutrition, that already is so popular that our production capacity cannot keep pace with demand. We are currently expanding our facilities in Videbæk in Denmark so that in 2014 we will be able to export 48,000 tonnes of specialised powder products, primarily to China. We can still sell more than we can produce. Arla offers safe and healthy products, produced with respect for the environment, and demanded by the world’s new middle classes. And with a stable base in our core markets, we also have the courage to explore opportunities in the world market. In step with the successful implementation of the strategy, the proportion of revenue from the original owner countries, Denmark and Sweden, will naturally decline. However, this does not detract from the strategic importance of these countries. view of the future We are fully dedicated to realising Arla’s potential in the updated Strategy 2017 which aims to attract more milk and create more sales opportunities in a globalised world. In 2013, Arla formulated a new mission and vision and is now putting its words into action. Creating the future of dairy is about contributing to the industry’s development and about setting and driving new standards for efficiency, innovation, food safety, animal welfare, social responsibility and sustainability. The vision is already providing a clear direction for our decision-making. In 2013, the business delivered satisfactorily on the seven essential goals defined in connection with the strategy. In China, the building of a future business based on sales of products under the Arla® brand is continuing, while sales of highly processed infant nutrition products for the growing middle classes continue to grow. In Africa, we are entering into strategic partner- ships to prepare a stable platform on a new continent, and in Europe, the integration of Arla Milk Link in the UK and MUH Arla in Germany is progressing according to plan. In Germany, Arla has become a leading company with a completely new status. A few years ago, Arla was only an export office with imported products to offer. However, with owners and milk, production and a broad range of products, Arla is now in a very different league in Germany. Now, we truly stand out as Vision Creating the future of dairy to bring health and inspiration to the world, naturally 6 7 a force to be reckoned with. In 2013, Germany became our third-largest market and a brand new driver of growth in Arla. Our expertise is lifting milk out of Europe, and we have shown the new owners and customers that Arla will create the future of dairy in Germany. The organisation is four times larger than last year, and our German employees deserve praise for their committed efforts to streamline the business. Their commitment is a precondition for a strong future in Germany. The UK business is performing well. With Milk Link, Arla UK now offers a complete portfolio of fresh products, UHT products and – as something new – cheese. In 2013, efforts have been devoted to restructuring and streamlining production, and this is a process which is revealing the true value of the merger. Not least, Arla has won a large cheddar contract with Asda, which means that we will be supplying 100,000 tonnes of cheese to the retail chain over the next three years. This is a historic contract which cements Arla’s position as the largest dairy company in the UK. At the same time, we have strengthened the cooperative through the admission of the Arla Foods Milk Partnership (AFMP) as new owners in the UK. In so doing, our owners have made an important decision which will secure Arla’s milk supplies and enable us to seize future business opportunities. AFMP’s membership of Arla increases the security of supply of raw milk. However, we need more milk if we are to be able to meet customer demand, grow accordingly and scale our business to create the highest value for our owners. increased responsibility Consumers and retailers not only judge Arla on the basis of our products. They also look at the way in which we conduct ourselves, how we produce our products and generally go about our business. As a cooperative, our responsibility extends to the entire supply chain. We must use our strengths as a cooperative to grow, but we are very aware of SeVen eSSentiAl GOAlS FOR 2014 In 2014, the seven essential goals will focus on the execution of the strategy and the commercialisation of initiatives. All in all, this will add the highest possible milk value. how we are growing. With size comes increased responsibility, and our growth must benefit the farmers and our customers as well as consumers, our employees, the environment and society at large. Since the start of the cooperative movement in the 1880s, Arla has pursued the same philosophy: Creating something greater and better together. This is a mindset which remains part and parcel of our business to this day. Nature is one of the areas for which we assume responsibility. We have an ambitious environmental strategy for dairy production and distribution, and in 2013, for example, we completed the construction of the world’s largest fresh milk dairy in Aylesbury outside London, which is environmentally focused. However, we also want to shoulder our share of responsibility on the farms which account for the majority of the milk’s environmental and climate impact. Arla’s owners have adopted a sustainable milk production strategy. A decisive element in the strategy is a shared commit- ment to reduce the total climate impact of the farms. No individual targets are set for the farms, but a joint target based on voluntary climate checks and other initiatives. The owners’ willingness to contribute to the company’s profile is a key factor. Their quality assurance programme Arlagården® is a commercial bonus. For example, Arlagården® was one of the reasons why Chinese Mengniu chose Arla as their new strategic partner in 2012. The agreement is a reflection of Arla’s globally leading position when it comes to quality and food safety. People trust us. Therefore, we must conduct ourselves accordingly. Focus on sustainability is a precondition for realising our vision of being a natural, healthy, global and innovative business. I am therefore pleased that our owners are working to strengthen Arla’s sustainability platform. OutLOOk 2014 Arla operates in a complex world. Production and thereby the supply of milk decide the prices in a global and interconnected world. A drought in New Zealand has an impact on prices in Europe. At the same time, it is a two-speed world. The European crisis drove consumer conversion from brand to discount products in 2013, while consumers outside Europe are experiencing growing affluence and creating a demand for high-quality brand products. This is the world in which we operate. And we have to keep an eye on every continent. The price of milk as a commodity is heavily influenced by market prices as a consequence of the global market for milk. A higher supply of milk will affect prices as global demand is growing at a more stable rate. 2014 has got off to a good start, but we are well aware that a lot of milk is being produced in the world at the moment. 2014 is the last year with the EU milk quota system, and the milk sector is preparing for the abolition of the quotas. This is good for farmers, but will lead to further price volatility. We are strongly focused on the successful realisation of our strategy and targets. Our business will continue to grow, and we are maintaining our focus on efficiency throughout the organisation. We expect our brands to do better – helped by several of our own initiatives, but also by general market conditions. At the same time, we are gaining a foothold in the emerging markets which will account for a growing share of Arla’s earnings in future. We are working hard to optimise all controllable aspects of our business. This will enable us to maintain a market premium over and above the market price for milk. Rather than absolute target milk prices, we define targets for the relative milk price compared with the prices paid by our competitors. The target is a milk price index of 103-105 compared with our peer group. We expect to attain this target. 1. Re-establish market price premium on 4. Continue integration and secure more owner consumer products Goal: A market premium of five Danish øre 2. Create strong volume growth from three global brands in all business groups and commercialise Corporate Identity Goal: Three per cent growth for Arla® Ten per cent growth for Castello® Five per cent growth for Lurpak® Successful launch of Corporate Identity 3. Create commercial breakthrough in China and accelerate Africa, Russia and the ingredients business Goal: Continue strong growth in Middle East & Africa (MEA), Russia, China, Arla Foods Ingredients and third-party manufactured child nutrition. Establish new joint ventures in Africa milk in Consumer UK and Consumer Germany & the Netherlands Goal: Complete integration of MUH and Milk Link. New owner milk in Germany and the UK 5. Progress efficiency agenda and strengthen balance sheet Goal: Savings of 0.7-0.8bn DKK and reduction of DKK 1bn in working capital from efficiency agenda. Leverage of 3.0-3.4 6. Increase profitability through further scaling across core markets Goal: Successful relaunch of the Arla brand Positive financial impact from four innovation platforms 7. Finalise IT turnaround Goal: Clear operational stability throughout the year. Implementation of newly approved IT strategy Seven essential goals for 2013 To deliver good results for the company’s owners and ensure growth in accordance with Arla’s strategic ambition, the Group Management and the Board of Directors each year establish seven essential goals and priorities for the group. In effect, they serve as our lodestars. The seven essential goals reflect the company’s priorities each year. They break long-term strategies down into short-term targets and create the foundation for Arla’s improved year-on-year performance. In 2013, we have been working to execute and realise synergies following the mergers and acquisitions made in 2011 and 2012. For this reason, we decided to change our focus from the top line to our bottom line. This change is reflected in our seven essential goals, which maintain our focus on our working capital and on reducing the group’s leverage. GOAlS FOR 2013 ReSult 1. performance price above peer group Goal: Index 103-105 Arla’s performance price relative to the peer group is under pressure, but is expected to reach the low end of the index – 103. Peer group earnings cannot be calculated in full as some figures are still not available. 2. Bottom line a top priority Goal: Savings from efficiency programmes and improved scalability totalling DKK 1bn The performance price is DKK 3.05 compared with DKK 2.71 in 2012. Scalability (calculating revenue growth in relation to growth of costs) is up from 1:0.3 to 1:1.6 contributing with savings of DKK 0.5 bn. Other efficiency programmes, Tetris ect. contribute to ensure the total savings target. 3. Efficient integration of Milk Link and MuH Goal: Delivery according to business plans The integration of Milk Link and MUH is progressing according to plan, and the expected synergies are being realised after the planned structural changes. The efficiency programmes OPEX and Design to Value are being rolled out both in the UK and in Germany. 4. Developing a Chinese platform for growth Goal: Double revenue in China Revenue in China has almost doubled at DKK 1.2bn against DKK 0.7bn in 2012. Growth is driven by other product types than expected – primarily third-party manufacturing (TPM). 2014 will see the launch of further initiatives concerning Arla’s own brands in China. 5. increase volume and strengthen global trademarks and categories Goal: 2-4 per cent growth for Arla® 4 per cent growth for Castello® 6 per cent growth for Lurpak® 6. Strengthen balance sheet Goal: Reduce working capital and free up DKK 1bn Reduce leverage from 3.9 to approx. 3.5 The following growth rates have been realised for the three global brands: Arla®: Volume growth -0.7 per cent. Castello®: Volume growth 2.7 per cent. Lurpak®: Volume growth 3.0 per cent. Working capital has been reduced by an additional DKK 1.1bn in 2013. Leverage has been reduced to 3.2 and is now within the group’s target range. 7. Stabilise it operations Goal: New IT strategy Improve the user experience MUH and Milk Link integrated with Arla’s IT platform Transition of IT infrastructure and support to NNIT. IT strategy REBOUND: Adopted by EMG in November. Improve user experience: total user satisfaction score up from 67 per cent to 70 per cent. MUH and Milk Link integrated with Arla’s IT platform. “One face to the customer” implemented. Supply chain and infrastructure integration in progress 8 9 MANAGEMENT REVIEW MANAGEMENT REVIEW As Arla continues to grow, more people will make our products part of their everyday diet. Milk enables children to grow, learn and play. It brings natural energy to their parents, so that they can meet the challenges of the day. We have something for everybody at all ages and we believe that our products have the power to improve lives. Arla products in the supermarket Hiperglobus in the small town, Klimovsk, 14 km from Moscow, Russia. 10 11 MANAGEMENT REVIEW Dedicated to long-term targets Arla is a European dairy company with a global strategy. The ambition of Strategy 2017 is to become the world’s leading farmer-owned dairy. We want to attract more raw milk and generate more sales opportunities in a globalised world. Page 16 Consumer UK (CUK) 18 Consumer Sweden & Finland (CSE) 20 Consumer Denmark (CDK) Page 26 Consumer International (CIN) Arla Foods Ingredients (AFI) 28 Global Categories and Operations-Innovation 30 Develop the core Capture the benefits of leading positions and grow three major brands. 22 Consumer Germany & the Netherlands (CGN) 24 Global Categories and Operations-Brands Deliver the growth Increase revenue from non-core markets to 20 per cent, move milk outside Europe. StRAteGy 2017 Faster, simpler & leaner Achieve cost leadership and strong execution with savings of DKK 2.5bn. Page 32 Programme Zero 32 Design to Value (DtV) 32 Total Cost Ownership (TCO) 32 OPEX 32 Lean Strategy 2017 was launched at the beginning of 2013 with the purpose of realising Arla’s potential and activating the organisation, which had delivered in full for Strategy 2015. The revised strategy reflects the global market conditions and Arla’s strong position in the dairy industry. The strategy has provided the company with extra fuel and clear, long-term goals to steer towards. Develop the core Arla has a good basis in our branded business, which is of value both on core markets and growth markets. We want to strengthen our three global brands Arla®, Lurpak® and Castello® and maintain focus on customer relations, innovation, efficiency and value creation. And while we are building new markets for our products, we continue to maintain Arla’s core markets. We want to remain the best dairy company for consumers in our core markets in the United Kingdom, Sweden, Denmark and Germany by inspiring them with new products and appealing concepts that we can share across borders. We have four business groups supporting our core markets to secure the right presence and focus. We will develop both our strong brands and play a major role in developing our customers’ own-label dairy products. Brands are centrally supported by Global Categories and Operations. Deliver the growth One significant change in our strategy is triggered by important factors in the outside world. The EU milk quota system will disappear in 2015, and we expect our farmers to produce an additional 1bn kg milk to the 12.7bn kg that already flows through Arla annually. The European markets will not be able to accommodate the increased number of products. Consequently, our strategic goal is to sell more milk outside Europe in profitable markets where living standards are improving. More consumers demand healthy and inspirational dairy products in their daily diets. They have less time to cook and a growing ability to buy high-quality products. Other potential lies within manufacturing child nutrition for other companies and within our highly profitable ingredients business. This part of the strategy is highly supported by our business group, Consumer International, Arla Foods Ingredients and our innovation department. Faster, simpler and leaner Our rapid growth means that we need to find new ways to achieve synergies, exploit large-scale operations to reduce our unit costs and add value to our business. We want to lead the dairy industry when it comes to efficiency. Strategy 2017 addresses a number of ambitious cost and efficiency programmes with the potential to simplify Arla’s business model, streamline production and optimise processes. The programmes are expected to contribute with total savings of DKK 2.5bn a year from the middle of 2012 to year-end 2015. This will contribute to a competitive milk price for our owners and provide the organisation with leverage for further growth. we are doing well, but we cannot rest In 2013, the business kick-started Strategy 2017. Besides working on maintaining and improving our position in the core markets, we are working full steam ahead in growth markets in Africa, Russia, China and the Middle East. And we have kept focus on efficiency to execute planned savings. +10% Raw milk surplus Raw milk deficit A balanced business The dairy business is both local and global. Arla wants to be ahead in both the local and global dairy industries via six ambitious business groups that can feel the pulse of the unique markets and service their specific needs. REVENUE DISTRIBUTION FOR ARLA BUSINESS GROUPS 80,000 DKKm The composition of Arla’s activities is naturally affected by Arla’s development in the direction of a more globalised company. The core markets in the United Kingdom and Germany are expanding as a consequence of the mergers conducted in recent years. Thereby, the total share of the core markets in Sweden and Denmark is decreasing. Today, about 9 per cent of Arla’s revenue comes from Denmark and 16 per cent from Sweden. Even during the merger process, growth markets in Consumer International and Arla Foods Ingredients have been able to maintain their share due to strong organic growth. This development has helped to spread Arla’s business-related risks, making us today, and in the future, more resilient to fluctuations in the individual markets. Identifying strategic risks and assessing their impact on Arla’s global actions is an integral part of our strategic work. Read more about our risk management process, material operating risks and mitigating actions on page 48. 60,000 40,000 20,000 0 Revenue development split by business groups shows how mergers in the United Kingdom and Germany have increased revenue, but that the international businesses are able to retain their share of total revenue due to organic growth. 2009 2010 2011 2012 2013 CUK CSE&FI CDK CGN CIN AFI OTHERS gLOBaL CategOrieS anD OperatiOnS (gCO) GCO has the global responsibility for Arla’s product categories and the three global brands. New marketing campaigns, concepts and innovations contribute to Arla’s organic growth. GCO also drives the planning of milk, logistics and production of cheese, butter and milk powder in Denmark, Sweden and Germany and is represented in all three parts of the strategy. Viby Denmark Headquarters 5,475 Number of employees Operating sites 7 dairies in Sweden with production of cheese, butter and powder products, 19 dairies in Denmark with production of cheese, butter and powder products, three dairies in Germany, one dairy in France and one dairy in Poland and with production of cheese products. 12 13 Strategy 2017 Develop the core Arla remains true to its position as a branded business, but at the same time we explore the opportunities in the partnership concerning private label. By 2017, we will capture the benefits of leading positions in core markets and grow our three global brands on core markets but also use synergies on growth markets to support the true global brands. In the core markets, we will develop our positions and become more sophisticated in how we approach the business. It is critical for Arla to be able to offer the right mix of branded products and private-label products in Europe, where private labels account for an increasingly greater share of consumer purchases. As we continue to see growth in retailers’ own brands, Arla’s milk is increasingly becoming a component in other businesses’ products. In all our core markets, we have the capacity, the raw milk and the required expertise to turn private-label products into a profitable business. It is Arla’s strategy to release the potential of our leading positions across all markets. We will maximise value creation in the United Kingdom, Germany, the Netherlands and Finland and sustain profitability in Denmark and Sweden. Three global brands In order to place Arla in the best possible position in the European dairy consolidation, we need to realise cross-national synergies and strengthen our three global brands Arla®, Lurpak® and Castello®. One way of doing so is by strengthening our position as the global dairy company with the natural products and the most sustainable approach from cow to consumer, and by increasing innovation to meet the customers’ needs. Arla sells a full range of dairy products in Northern Europe and exports high-quality cheese, butter and milk powder products all over the world. Arla® We are under pressure in the yellow cheese category. This goes, in particular, for the Arla® brand. In Sweden, we have lost fresh milk volumes, also under the Arla brand, which is impacted by the increasing preference for private-label products. Some Arla® brand products are doing well. In 2013, we saw profitable growth for cream cheese, BUKO® and Apetina®. Lurpak® The premium brand Lurpak® is one of the world’s famous butter brands made from fresh Danish cream. Lurpak® is a strong brand which is realising strong growth both in Europe and in the Middle East. In Denmark, growth is challenged due to the general shift in consumer purchasing behaviour towards private-label products, and in the UK sales grew less than expected, due to a conscious choice of not compromising on prices. The reliable and unique butter brand travels to both China and Australia. And despite its more than 100 year long history, Lurpak® is also a highly innovative brand. The Lurpak® innovation pipeline is launched in Germany and the UK with a planned geographical expansion. Castello® The Castello® brand is a premium cheese brand sold globally. House of Castello® includes blue, white and red mould cheeses, decorated cream cheeses and ripened yellow cheese. The Castello® brands is struggling in many markets, but we are planning a Castello® turnaround. The Castello® portfolio now includes a new British cheddar from the former Milk Link range, and we are integrating other UK specialty cheeses. The overall Castello® portfolio is now so diverse that it will match most of our markets. Our brands in 2013 Generally speaking, the targets defined for Arla’s three global brands have not been achieved. In Europe, developments have been more negative than expected, and price inflation has precluded volume growth. Broken down by business group, a more diverse picture of brand product performance appears. The brands generally do well in the emerging markets, while the economic situation has resulted in price pressure in the core markets, where we have had to choose between losing volumes and lowering prices. OuTLOOk In 2014, the strengthening of our brands in the core markets will remain a strategic focal point. Several business groups are supporting their price management with an increased budget for marketing and innovation. Efficiency and price increases alone will not create long-term growth. Arla has a great deal of “hidden” value in our identity. Many people outside Arla aren’t aware of our great history and the contributions we make to society through our products and actions. We haven’t yet succeeded in exploiting the full value of our identity in a commercial sense. In 2014, we will roll out the third generation of the Arla® brand in order to successfully commer- cialise our branded corporate identity. 14 15 MANAGEMENT REVIEW STRATEGy 2017 – DEVElop ThE CoRE 3,786 Number of employees 19,217 Millions (DKK) in revenue 22% Development in revenue from 2012. leeds, united Kingdom Headquarters Operating sites 5 fresh milk dairies, 8 other dairies (cheese, butter and UHT), 1 cheese packing and 3 distribution centres Product categories Fresh dairy products 54% Cheese 14% Butter and spreads 20% Non dairy products 9% Other 3% Consumer uK 2013 marked another 12 months of unprecedented activity for the UK business. As the largest dairy company in the country, with leading positions in milk, cheese, butter and spreads, focus has been on maintaining and extending these leads, maximising the benefits of the merger with Milk Link, starting up the world’s largest fresh milk dairy and creating the conditions for more UK farmers to become co-owners of the global business. number one dairy company in the uk CUK completed the merger and integration of Milk Link during the year, and the business is already benefiting significantly as a result. The creation of a new cheese strategy, aimed at growing its core cheddar and speciality cheese business, has enabled it to negotiate the biggest cheese contract win in Arlas history. From April 2014, it will annually supply 30,000 tonnes of cheddar to retail customer Asda, which will increase its UK cheese production by 50 per cent. CUK also launched the Anchor® Cheddar brand one year ahead of schedule, and new product variants are already on the market. Tickler® cheese has been migrated to the Castello® brand and Lactofree® came close to the ambition to have a lactose free option across dairy categories by adding mature cheddar to its range. Strengthening its link to the coffee industry, 2013 was the year where CUK signed an exclusive partnership with Starbucks to supply 30 million litres of Cravendale® to all its 700 stores in the UK and Northern Ireland, annually. Arla’s cooperative status was cited as one of the key reasons for gaining the contract. In addition, CUK is also supplying Starbucks with Anchor® butter portions, as well as continuing to develop its Starbucks retail portfolio with a skinny latte in the Discoveries range. To create a stable and secure supply of raw milk in the UK, a landmark decision was made last year when Arla Foods’ Board of Representatives voted for Milk Partnership Limited (Arla Foods Milk Partnership farmers) to become co-owners of Arla Foods amba. This decision has allowed Arla to increase its British farmer owners to approximately 2,800. As part of Arla’s commitment to be a responsible cooperative, CUK launched its most environmentally friendly plastic bottle to date. The eco bottle is 20 per cent lighter and contains 15 per cent recycled plastic. Eco bottles are already in production at the UK’s Aylesbury and Stourton dairies, and all other fresh milk sites will begin using the new packaging in the course of 2014. Arla’s aim is to increase the recycled plastic content to 30 per cent. Competition and consumer trends The UK market is a highly competitive own-label and branded market, and economic pressures continue. Consumers continue to look to buy special deals, and discounters are growing in strength and focus heavily on price and quality. No significant economic growth is expected, and exchange rates are volatile. With the marked increase in obesity levels over the past 10 years and the associated health problems, we recognise our responsibility, as a leading dairy company, to provide consumers with lower-fat and healthier alternatives. Consequently, we have added several healthier options to our portfolio, including Anchor® Unsalted Spreadable, Starbucks Discoveries Skinny Latte and Lactofree® Skimmed Dairy Drink. CUK will launch a health strategy, which will mark a step change in the health arena, in 2014. Financial development CUK revenue rose in 2013, primarily due to the Milk Link merger in 2012. Profitability was challenged in 2013, and profits are down due to competitive trading environments and increased milk price costs. However, the business has delivered price increases. Furthermore, it has delivered close to its OPEX and Lean targets for the year with total savings of DKK 162m. Five-year revenue DeveLOpMent (Dkkm) 2014 OutLOOk 20,000 16,000 12,000 8,000 4,000 0 , 0 6 7 5 1 1 5 7 2 1 , 2 5 8 1 1 , 0 9 1 2 1 , 7 1 2 9 1 , CUK has ambitious targets and will continue to deliver efficiencies and working capital reductions. To strengthen the UK business, and further release its growth potential, CUK commenced production at its new fresh milk facility in Aylesbury in October. Built to schedule and budget, it is the world’s largest and most environmentally advanced dairy of its kind, and a significant operational ramp-up is planned throughout 2014. Aylesbury will work towards being fully operational in 2014. Furthermore, CUK will support the delivery of its cooperative status, integrating its AFMP farmers and recruiting more owner milk where it can. 2009 2010 2011 2012 2013 16 17 MANAGEMENT REVIEW 15,000 12,000 9,000 6,000 3,000 0 4 4 2 , 4 1 9 6 2 , 4 1 8 1 9 , 2 1 8 4 7 , 1 1 4 0 8 , 0 1 2009 2010 2011 2012 2013 arla in Finland Arla’s revenue in Finland increased by 10 per cent and performance is improved thanks to enhanced efficiency and the price recovery in the fresh milk market. The growth in financial result was significant following a few difficult years due to the market situation. Our Finnish organisation has successfully launched new products and has taken an even more consumer-based approach, which will also be in focus in the operations going forward. Competition in the fresh milk market in Finland remains tough. The number of private label products and other price-advantage products grew during the year. Five-year revenue DeveLOpMent (Dkkm) 2014 OutLOOk 15,000 12,000 9,000 6,000 3,000 0 4 4 2 4 1 , 9 6 2 4 1 , 8 1 9 2 1 , 8 4 7 1 1 , 4 0 8 0 1 , 2009 2010 2011 2012 2013 In 2014, CSE aims to further stabilise and improve delivery quality and customer service. Also, CSE will focus on driving volume and revenue growth across all categories and on implementing the announced changes in the dairy structure. In order to remain cost-competitive in the future, and in line with Arla’s strategy for 2017, Arla Foods’ Board of Directors made the final strategic decision on a new dairy structure in Sweden in November 2013. The decision means that the dairy in Gothenburg will close in 2014 and production will be moved primarily to the dairy in Jönköping. Furthermore, the dairy in Skövde will close in Q4 2015. Instead, Arla will create Europe’s largest cottage cheese dairy in Falkenberg in 2014 as its production will move to what will in future be Europe’s largest cottage cheese dairy in Falkenberg, to be opened in 2014. STRATEGy 2017 – DEVElop ThE CoRE 2,545 Number of employees 14,269 Millions (DKK) in revenue 0% Development in revenue from 2012. Stockholm, Sweden Headquarters Operating sites 4 fresh milk dairies, 1 YFD (yoghurt & fermented dairy products) dairy, 1 cottage cheese dairy, 1 fresh dairy multi site (FDP, butter) and 3 milk collection dairies Product categories Fresh dairy products 59% Cheese 21% Butter and spreads 15% Non dairy products 5% Consumer Sweden & Finland Sweden is one of Arla’s core markets and processes the majority of the raw milk produced in Sweden. Overall, the Swedish dairy market slightly declined in volume, but grew in value, driven mainly by a series of price increases during 2013. Consumer Sweden & Finland (CSE) secured a number of strategic private-label contracts in 2013 as a part of the increased focus on becoming a preferred private-label supplier. In November, it was decided to create a new dairy structure in Sweden in order to streamline and gear production for the future, and one of the aims is to reopen and invest in Falkenberg Dairy as Europe’s largest cottage cheese dairy. CSE has made excellent progress on scalability in 2013 and is still harvesting synergies from the Milko merger in 2011. The business group continues to contribute to Arla’s overall strategy by further developing the profitability and by securing a profitable offset for the Swedish owners’ raw milk volumes. CSE does this through programmes and through continued focus on cost improvement by growing scalable concepts fuelled by innovation and finally by continuously refining our category strategies and driving the market together with our customers. Strong focus on private labels Arla in Sweden has many strong brands, e.g. Arla Ko® and Arla Bregott®, a very good image and a strong position in food inspiration among Swedish consumers. CSE will continue to strengthen the brands, but we are now also adjusting to the evolving market situation in which there is a strong growth of retailers’ own brand. Own-label products are very few in Sweden compared to other European markets, but are growing fast. By becoming the preferred customer partner for both branded and private label products, CSE aims to come closer to a fair share of the own-label business. Also the import of cheese, mainly from the Netherlands and Germany, and butter and spreads products, mainly from Belgium and Denmark, has increased significantly over the last couple of years. Arla still gains share in butter and spreads (BSM), despite the growing import. Also CSE is strongly focused on working together with the Swedish Dairy Association to strengthen the value of the Swedish heritage brands. Dialogue with stakeholders CSE has continuously throughout 2013 valued dialogues with consumers, customers, NGOs and politicians in Sweden. Arla’s overall climate work continues, reducing energy consumption in production, packaging and transportation including dialogues with WWF, politicans and national organisations. Consumer dialogue and the presence at social media have increased during the year. More than 50,000 school children visited an Arla farmer (Arla Minior). Almost 1,000,000 school children have been on an Arla farm since the start in 1993! And during 2013 about 150,000 consumers participated in the new folk feast – Arla Kosläpp, letting cows on grass. Together with Arla’s owners we arranged more than 30 different consumer events locally to underline that Arla is close to the consumers and owned by farmers, a true farmer cooperative. These are key activities to strengthen consumer relations and loyalty. Arla has about 50 per cent of the Swedish dairy market, and a growing company needs strong relations with growing numbers of customers and consumers on a highly competitive market. Strategic collaboration on business development is important. Arla Sweden is also spearheading digital solutions to present food inspiration and strengthen consumer loyalty. During 2013, we successfully launched a new responsive arla.se. Financial development Net revenue is at the same level as in 2012, but volumes have been under pressure given the rapid increase in the share of private-label milk triggered by Coop’s acquisition of the Grådö Dairy. However, in Q4 net revenue is growing again, helped by price increases introduced throughout 2013. 18 19 MANAGEMENT REVIEW STRATEGy 2017 – DEVElop ThE CoRE 1,852 Number of employees 6,569 Millions (DKK) in revenue -4% Development in revenue from 2012. Viby, Denmark Headquarters Operating sites 3 fresh milk dairies, 1 yogurt dairy, 1 UHT dairy and 1 smoked cheese dairy. Product categories Fresh dairy products 59% Cheese 24% Butter and spreads 13% Non dairy products 4% Consumer Denmark Consumer Denmark (CDK) has a strong focus on developing the core business, the three global brands and ensuring an effective and lean business. In 2013, CDK executed a clear branded growth strategy across product categories. As a result, CDK has grown the branded business by one per cent in a market that in general is characterised by a trend towards private-label products. Key elements in the brand strategy have been the relaunch of Arla® Lærkevang, growth in several of the yoghurt brands, and new exiting product innovations. A number of changes are happening in the Danish market, including discounting retailers being the preferred shopping destination for Danish consumers, continued focus on private label by our customers, and Danish retailers expanding store numbers and opening hours in a largely saturated market. In this market, CDK has to quickly adapt to market changes, customer developments and consumer trends. It has been key in 2013 to ensure CDK is well geared to meeting these challenges also in the years to come. Among the key activities in 2013 were the relaunch of Arla® Lærkevang with a 24-hour guaranteed delivery from farm to shop, relaunch of the organic brand Arla® Harmonie with a clear link to the zero waste agenda as well as upsizing of the Castello® brand. A clear strategy for the Danish yoghurt brands has helped grown the Arla brand share in the yoghurt category in Denmark throughout 2013. And the yellow cheese brands Klovborg® and Riberhus® also gained traction in 2013. Several new product innovations were launched in 2013, including yoghurt with 30% reduced sugar, Bubble Latte® for at youngsters, Skyr products with high protein and low fat and on-the-go products like cottage cheese. working closely with the world outside arla CDK has stepped up its collaboration with several key organisations and stakeholders working with the food or environmental agenda. One key element was Arla’s presence at “Folkemødet” 2013 on the island of Bornholm, where Arla participated side by side with NGOs, customers and political stakehold- ers discussing how to minimise food waste and the environmental impact of food companies in Denmark. In 2013, CDK also initiated a strong strategy to ensure Arla reaches its environmental targets towards 2020. Several projects supporting this have been initiated in the supply chain where most of CDK’s environmental foot print is seen. One of these projects is a collaboration with the City of Copenhagen involving the collection of used milk cartons for recycling. CDK is also working actively with consumers to engage them in this area – for example in a campaign to collect lids from milk cartons and to reuse these in order to save both waste and CO2. Financial developments Despite a general market development with private-label growth, CDK has been able to grow branded volumes by 1 per cent. Revenue has decreased slightly due to the discontinued fat tax. CDK has a strong efficiency agenda, and in 2013 many of these efficiency projects led to increased competitiveness. To further enhance efficiency, CDK has created a more lean production and logistics setup at the dairies through several projects, including outsourcing parts of CDK’s transportation chain, full implementation of lean across the supply chain and conversion of the supply chain IT systems to new improved solutions. Five-year revenue DeveLOpMent (Dkkm) 2014 OutLOOk 10,000 8,000 6,000 4,000 2,000 0 3 9 3 6 , 4 6 5 6 , 6 6 7 6 , 7 3 8 6 , 9 6 5 6 , CDK will continue to focus on creating growth in dairy in Denmark to bring health and inspiration to Danish consumers. Growth will build on continued innovation of our brands within the core categories as well as strengthening our collaboration with our customers. In addition, 2014 will show a stronger focus on making our products available in new channels. Finally, CDK is continuing is work to become faster, simpler and leaner through various efficiency programmes. 2009 2010 2011 2012 2013 20 21 MANAGEMENT REVIEW STRATEGy 2017 – DEVElop ThE CoRE 1,984 Number of employees 12,953 Millions (DKK) in revenue 54% Development in revenue from 2012. Düsseldorf, Germany Headquarters Operating sites 2 fresh dairies, 1 UHT dairy and 2 powdered milk plants, including 1 powder plant under construction Product categories Fresh dairy products 62% Cheese 18% Butter and spreads 11% Other 9% Consumer Germany & the netherlands For more than a year now, one of the largest integration projects in company history has been underway at Arla Foods. In 2013, Consumer Germany & the Netherlands (CGN) focused on creating one strong business group based on the mergers and acquisitions between 2009 and 2012. After all, this project involved merging the locations in Allgäu, the Eifel, Mecklenburg-Vorpommern, the Dutch city of Nijkerk as well as the headquarters in Düsseldorf into one single, powerful business unit. With the integration of the existing businesses in France, Luxembourg and Belgium, CGN has now become the second-largest business group within Arla in terms of revenue. 2013 was characterised by a strong increase in milk prices based on developments in the price of dairy products in the global markets. CGN succeeded in securing the necessary price increases on its home markets of Germany and the Netherlands. Due to the earlier mergers, high investments into dairies and the launch of new brands and products, Arla is now one of the main players in Germany offering a broad and inspirational product range. The size and the range of its current business gives CGN a strong position in the German dairy market, thereby securing the company’s raw material supply through competitive milk prices paid out to our farmers. new structure CGN is seeking to further grow in the core markets in Germany and the Netherlands along with its neighbouring countries of Belgium, Luxembourg and France. Competition in the markets is expected to remain high, and CGN has prepared for this by initiating a clear supply chain strategy with projects such as LEAN and a new logistics set-up. Moreover, CGN has started integrating administrative functions and has begun the process of optimising the legal entity structure to secure clarity and cost-efficient processes. All activities are now embedded in a coherent company and product strategy. The different business units in the French market, taken over from MUH eG, Allgäuland-Käsereien GmbH and Consumer International, have been streamlined in order to guarantee clear and direct customer relations. Strong product and brand portfolio In 2013, CGN created a strong production platform for the export of mainly ultra-high temperature (UHT) products and prepared for milk powder and butter production in Pronsfeld. CGN also contributed to further strengthening the Arla brand. Throughout the year, Arla® Kærgården continued to develop strongly in the German market, and Arla Bio® – a new organic range for German consumers – was launched. Arla Bio® focuses on the milk’s origin and traceability from the farm to the supermarket. In the Netherlands, the transition of the Frische Vlag product assortment to the Melkunie® brand, which is associated with high-quality milk by Dutch consumers, was completed, and further products were added to the brand assortment including UHT milk and milkshakes. Additional private-label contracts were delivered contributing to significant growth and strengthened relationships with major retailers. Furthermore, the introduction of Arla’s Quality Assurance Programme, Arlagården®, started in 2013 for all the owners and suppliers in Germany, Belgium and Luxembourg with the aim of ensuring the high quality and naturalness of Arla products. Financial developments Global dairy markets experienced strong growth in 2013, and CGN also improved its performance significantly driven by increasing prices across all categories, strong branded growth and the winning of strategically important customer contracts. The reported revenue in CGN increased from DKK 8bn in 2012 to almost DKK 13bn in 2013 – mainly driven by merger effects. Adjusted for the merger effect, the organic revenue growth was around 14 per cent. Five-year revenue DeveLOpMent (Dkkm) 2014 OutLOOk 15,000 12,000 9,000 6,000 3,000 0 3 5 9 2 1 , Investments in quark production capacity in Upahl, the completion of the new milk powder plant and the start of butter production at the Pronsfeld site are some of the main activities in 2014. In the summer, the production of Arla Kærgården® for the German market will move from Denmark to Germany. The Arla Kærgården® spread is expected to continue its strong growth in the German market. 6 8 3 8 , 7 1 0 6 , 4 1 3 3 , 6 5 5 3 , 2009 2010 2011 2012 2013 CGN will continue to further integrate administrative functions and business processes. Therefore, the completion of building one integrated IT landscape will continue to be a key activity in 2014. In the Netherlands, the dairy at Nijkerk will develop products for the German market like Vla, and a continued focus on innovation will add new products to the Melkunie brand portfolio. A plan to consolidate the activities in France into one business has been formulated and will be further strengthened by moving towards a more centralized organization with one face to the French customers. With market indicators showing a stable or even rising outlook on prices for 2014, CGN expect a positive revenue and performance development in 2014. 22 23 MANAGEMENT REVIEW STRATEGy 2017 Deliver the growth By 2017, Arla will increase its revenue share from growth markets to exceed 20 per cent and move 1bn kg of milk outside Europe. Arla has strong brands which are popular with the growing middle classes because they are associated with food safety, healthy living and naturalness. In 2015, the EU’s milk quota system will be abolished, and we anticipate that our owners will produce at least an additional 1bn kg of milk annually. This extra milk can be sold profitably outside the EU where we expect a rise in demand from the growing middle classes in the profitable emerging markets. The aim of this part of our strategy is to move our milk from Europe to growth markets in Russia, China, the Middle East and Africa, where we will invest in sales and marketing, local partnerships and production facilities. We will intensify Arla’s role as Third Party Manufacturer (TPM) with a focus on child nutrition products for other food companies and continue to expand our profitable business, Arla Foods Ingredients, which offers advanced milk-based ingredients for the food industry. the Chinese Journey the Middle east and Africa Journey the Russian Journey Arla Foods ingredients innovation Entering the COFCO partnership in 2012 was a significant step in establishing a growth platform for Arla’s future in China. Arla’s revenue in China – Arla branded products and TPM – doubled in 2013, and an ambitious business plan is guiding the way. The launch of the Arla brand via Mengniu has taken place. Infant formula is the fastest- growing food industry segment with an annual growth rate of 17 per cent forecast in China up to 2015. Consequently, Arla is producing an increasing volume of child nutrition to China and other Asian markets through its TPM business. Arla has more than 50 years of experience in the Middle East, and Africa is one of the key growth clusters in the world with very high growth and promising developments. In the different countries across Africa, 45-80 per cent of total household spending is on food. Arla experiences strong profit growth in the Middle East and North Africa driven by cheese, powder, butter and spreads, and a strong organisation. Now the aim is to create growth in several other African countries. Future development looks very promising. Revenue in the Middle East and Africa increased by 10 per cent in 2013 to DKK 3.3bn. Solid revenue and profit development in Russia is driven by branded organic growth and a strong local team. The annual growth in 2013 was 35 per cent, increasing the revenue to DKK 0.9bn. The next milestone in Arla’s Russian journey is the start-up of locally produced yellow cheese to supplement imported cheeses from Denmark. A new yellow cheese dairy is being built together with Russia’s third largest dairy company, Molvest Group and commercial production of local high quality yellow cheese will start in first quarter 2014. One of Arla’s most profitable business areas increased its revenue by 8 per cent to DKK 2,4bn in 2013. An investment has been made in Danmark Protein in Denmark, where lactose will be processed from the whey. A partnership with the German dairy company DMK will increase Arla’s access to whey. A long range of initiatives is expected to make it possible to double AFI revenue from 2012 before the end of 2017. Innovation is a key driver for Arla’s core. In 2013, Arla’s Strategic Innovation Centre (ASIC) contributed to both the core business and the growth agenda. Launching products across the categories represented an innovation rate in 2013 of about DKK 7bn. Also, a new investmest was made: The new Global Innovation Center. tripLing revenue in ruSSia After five years of growth through former joint-venture company, Arla Foods Artis, Arla has consolidated its position with a full ownership in Russia. One of our strategies is to expand from the big cities – metropoles – and this has shown to have great effect. We now have a regional sales setup that has led to local representation in more than 12 of the largest cities across Russia. Russian consumers choose Arla because Arla’s products are distinguished by being imported from Scandinavia and are associated with high food safety standards and quality. inspiration is key Consumers in the world’s largest country are busy people who are looking for inspiration to cook easy and healthy meals. Also, they are travelling more than ever and come back with a taste for foreign cuisines. These trends are a great opportunity for Arla Apetina®, which six years ago was introduced in Russia as a white cheese brand. Now this positioning is being expanded to a cooking range covering a variety of different dairy products that can add taste and creativity to any meal. Through online recipes, TV commercials, in-store tasting, booklets and competitions, Arla aims to inspire consumers on how to use the new products in their daily cooking. Arla is a well-known brand, and many Russians are willing to pay more for good quality. OutLOOk Linking to the overall Strategy 2017, the priority of 2014 is to further accelerate Russia. The Russian team is expecting a 30 per cent volume growth through acceleration of organic growth and securing local production. The next milestone in Arla’s Russian journey is the start-up of locally produced yellow cheese to supplement imported cheeses from Denmark. To be replaced by Russian Consumer photo 24 25 MANAGEMENT REVIEW STRATEGy 2017 – DElIVER ThE GRoWTh 1,986 Number of employees 9,639 Millions (DKK) in revenue 9% Development in revenue from 2012 Viby, Denmark Headquarters Operating sites Cheese dairies in the USA, Canada, Brazil (associated company) and Saudi Arabia Product categories Fresh dairy products 7% Cheese 58% Butter and spreads 10% Milk powder 24% Other 1% Consumer international Consumer International (CIN) is a profitable growth engine with a focus on moving milk outside Europe. In 2013, CIN delivered strong results with total revenue growth of 12 per cent. CIN plays a major role in executing Arla’s updated strategy towards 2017 with focus on lifting profitability and delivering growth outside Europe. The overall ambition is to more than double CIN’s revenue in 2017 from DKK 9bn in 2012 to DKK 19bn by doubling Arlas’ market share in the Middle East and Africa within long-life dairy, growing China big and profitable, tripling the Russian business, pursuing global leadership within Third Party Manufactured child nutrition (TPM) and further optimising value markets. CIN aims to maximise Arla’s potential in the emerging and developing economies. The major priorities in 2013 were to grow China and TPM, maintain growth in MEA and Russia, and to further boost Rest of World and Distributor Sales. Virtually all of CIN’s markets showed growth in revenue. With total revenue growth of 12 per cent in 2013, Russia grew 35 per cent, the Middle East and Africa 10 per cent and China 61 per cent (including TPM). The emerging and developing economies are driving world growth, but they are also raw milk deficit regions. CIN is present in many of these markets and in execution mode to capture growth. Entry into new markets takes place mainly by working with existing distributors or other local anchorages on the market. Continued growth in russia In 2013, organic growth in Russia was strong, and CIN prepared for local production of yellow cheese together with a strong Russian partner, Molvest Group. The production site is ready for commercial production in spring 2014. 2013 also marked the year where Arla became category leader within sales of both white cheese and mould cheese. Within food service and catering, Arla has strengthened its leading position as a supplier of cream cheese and mozzarella. Stepping up in China In China, CIN markets a range of UHT, processed cheese and milk powder products through Arla’s partnership with Mengniu. 2013 saw the expansion of exports of Arla products to China. Focus is on strengthening the setup to enable our products to enter the market. Consumer International aims to deliver significant revenue and volume growth in China, while maintaining profitability. Strong strategic traction in the Middle east Arla’s Middle Eastern business is experiencing strong growth in both volume and value. In 2013, CIN’s biggest market share is in the Middle East where the branded business has doubled since 2006 and keeps taking market shares from the closest competitors. The broad product portfolio consists of high-quality and nutritious dairy products, all with a long shelf life and sold under strong brands with a market share of 32 per cent for cream cheese and butter. CIN has long experience and strong capabilities in serving both the traditional and modern trade. CIN masters both local and international retail businesses, and the Middle East learnings will be useful to enter the African markets in the future. Huge ambitions in africa Africa is essential to reaching CIN’s ambitious growth targets, and CIN is stepping up its presence here. 2013 was the year where CIN got it’s first partner in Africa – Ivory Coast – allowing Arla to customise products to the locals. tpM delivers growth Third Party Manufacturing (TPM) is one of the strategic mandates of strategy 2017. TPM experienced revenue of DKK 1.1bn in 2013. TPM customers are companies that lack sufficient capacity at their own sites or which do not have their own production know-how. A major Chinese contract means that Arla will deliver 20,000 tonnes of infant formula milk powder every year for the next 10 years. TPM accounts for about 11 per cent of CIN’s total revenue, and the biggest challenge is lack of production capacity. The current expansion of the Arinco milk powder plant in Videbæk will be completed during 2014. Financial development CIN delivered strong results for 2013 with total revenue growth of 12 per cent driven by strong growth in the emerging economies of about 25 per cent and a stable business on the value markets. The increase in revenue was due to increased volumes but there were also price increases in the second half of 2013. Five-year revenue DeveLOpMent (Dkkm) 2014 OutLOOk 12,000 10,000 8,000 6,000 4,000 2,000 0 9 3 6 9 , 0 7 8 8 , 0 0 8 7 , 0 6 9 6 , 3 9 5 4 , 2009 2010 2011 2012 2013 The strategy for further growth is to build strong market positions based on high quality cheese, milk powder, butter and long-life dairy products and brands and to seek to establish local cooperation within distribution and production through partnerships or acquisitions. In China, CIN plans to secure a commercial breakthrough by building the Arla® brand. In MEA, CIN will continue Middle East growth and accelerate African growth. In Russia the plan is to accelerate organic growth and secure local production. Furthermore, the plan is to optimise the future customer mix to secure TPM growth. Overall, focus is on strengthening the profitability and expanding market shares. 26 27 MANAGEMENT REVIEW STRATEGy 2017 – DElIVER ThE GRoWTh 474 Number of employees 2,392 Millions (DKK) in revenue 8% Development in revenue from 2012 Viby, Denmark Headquarters Production facilities Denmark, joint ventures in Argentina and Germany Revenue in joint ventures A large part of AFI’s activities is centred on joint ventures which are not consolidated in the consolidated financial statements. The total activities including joint ventures amounted to DKK 3,480 million in 2013 (2012: DKK 3,149 million. 28 Arla Foods ingredients Arla Foods Ingredients (AFI) is a leading developer and supplier of nutritional and functional milk-based ingredients to the global food industry. Whey is a by-product of the manufacture of cheese. Innovative thinking and high-tech expertise allow this by-product to be processed into groundbreaking products that can be used as, for example, egg substitutes and to help regenerate muscles. In just a few years, whey- based food ingredients have become a major component in Arla’s general strategy. Solid demand for high-quality whey proteins and lactose is top of the agenda in the AFI strategy. Arla has announced an ambitious aim to double the revenue by 2017 compared to 2012. The biggest challenge is the limited access to whey. Innovation is a core comptence at AFI, which is delivering innovative thinking to, among other things, the nutrition, dairy, bakery and ice-cream industries. In 2013, AFI developed an innovative concept that enables manufacturers of traditional Greek strained yoghurt to profit from their acid whey waste. The unique and simple process uses Nutrilac® protein, which is derived from milk, to turn the whey into a wide range of dairy products. The result is a fresh-tasting and nutritious product that is a good source of calcium, protein and essential amino acids. In addition, using whey in other food products eliminates the storage and transportation requirements associated with other methods of disposing of it. The acid whey concept is also suitable for use in other applications where the whey is a by-product, including quark production. In 2013, AFI launched Quality 2020, which is part of the goal to position AFI as the global market leader within highly refined whey protein and lactose products. Financial developments AFI is a genuine global business, and revenue rose by 8 per cent. In 2013, AFI moved closer to its 2017 goal of doubling its revenue by 2017. Part of achieving the ambitious target for 2017 will be a strong focus on building additional supplies of whey, reinforcing customers’ perception of AFI as a global leader in product and site quality and engaging the entire AFI organisation in delivering quality. 2014 OutLOOk The mission of AFI is to become the true global leader in value-added whey while sustaining attractive returns. Major investments have created the foundations for meeting the growth objectives. An expansion of the company’s whey processing facility in Denmark was completed at the end of 2012, and a plant for the production of new-generation lactose is scheduled for completion in 2014. Once fully up and running, the plants’ combined capacity will increase the global supply of lactose and set new quality standards. Long-term demand for lactose is solid as the middle-class population expands in the booming economies of China, India, Asia and South America. Growing disposable income makes it possible for more and more families to turn to infant formula products, in which lactose is a main component. In recent years, AFI has established several new partnerships to secure the additional whey volumes necessary to make use of the extended production capacity and grow the business. The search to establish further successful partnerships is a key element of the new strategy. Three factors will determine our success: 1: Securing the necessary whey volumes 2: Finishing lactose production at DP (Danmark Protein) to boost earnings 3: A number of new products for launching next year. FrOM waSte prODuCt tO vaLue aDD Arla Foods Ingredients has developed a method to turn the by-product, whey, into ingredients for new products for e.g. bakery, beverage and children nutrition. AFI produces milk proteins from what was once a by-product and has made whey a raw material – creating a new product that supports Arla’s sustainable mindset. Our ingredients are used in product applications as Milk Cheese Whey Special protein powder products Bakery Clinical nutrition Separation and drying processes Standard protein powder products Dairy products Functional foods Ice cream Infant nutrition Lactose and milk mineral powders Beverage Sports nutrition Five-year revenue DeveLOpMent (Dkkm) 3,000 2,500 2,000 1,500 1,000 500 0 2 9 3 2 , 5 1 2 2 , 2 1 0 2 , 0 9 5 1 , 3 3 3 1 , 2009 2010 2011 2012 2013 29 MANAGEMENT REVIEW STRATEGy 2017 – DElIVER ThE GRoWTh innovation creates value Innovation is a key driver in defending Arla’s profitable brand positions and in generating organic growth. In this sense, innovation is an essential ingredient in Arla’s strategic ambition towards 2017. Arla’s Strategic Innovation Centre (ASIC) is contributing to both the core business and the growth agenda. Arla will increase its organic growth by providing customers and consumers with the market’s most innovative products and solutions across all categories. ASIC is operated in the belief that innovation is about the profitable implementation of new ideas. ASIC will help boost Arla’s growth and the milk price paid to its owners by thinking in completely new ways on the farms, in production and in relation to our finished products. results through new concepts, and improve efficiency in our production processes. As set out in Arla’s strategy, at least 10 per cent of the Arla’s earnings must be delivered from the development of new products. In 2013, the launch of products across categories represents an innovation rate at about 12 per cent, which equates to about DKK 7bn across categories. As a consequence of Arla’s s size and vision of creating the healthy and safe foods of tomorrow, innovation remains a top strategic priority. Innovation contributes to sales by developing new products, which in turn can strengthen Arla’s market positions, improve our tracing consumer patterns Understanding consumers is key to making an impact in the markets of today and tomorrow. To grow, we need to understand the needs, tastes and preferences of local consumers. This truth especially applies when Arla enters new markets. In 2013, ASIC was tracing consumer patterns in Africa. These studies create a pipeline of opportunities that innovative thinking will turn into opportunities for Arla in the coming years. new food forms Above all, innovation in Arla is about developing new foods and concepts to inspire consumers and deliver benefits in an optimal manner. From a product innovation perspective, the dairy product of the future is different in two ways: It is out of the fridge, and it’s not white. In many markets, e.g. in African countries, dairy as a category is constrained by the need for cold storage. In order to create the future at the arla Foods global innovation Centre will enable us to achieve our vision of creating the future of dairy through excellence in research and knowledge sharing Become #1 on Innovation in Dairy Connected with internal stakeholders, external partners and worldwide strategic research Best-in-class facility in Science, Technology, and Consumer research Excellence center for Knowledge Sharing & Training Sustainability Support Closer to Nature by reducing environmental and climate impact in production 5 tHe Five arLa reSearCH axeS In Arla, innovation equals the profitable Implementation of ideas. Innovation is delivered by focusing research spending on the Five Arla Research Axes 1 Microbiology Deliver breakthroughs through innovative use of cultures and enzymes and secure the safety and shelf life of our products 3 Manufacturing efficiency Ensure best-in-class manufacturing operations in order to deliver top-quality products at a reasonable price the Stregnth of milk Unleash the power of milk through development of healthy and nutritious dairy products with improved functionality 2 Food forms Constantly offer the best, new and unique food products and formats that suit our consumers and their needs all around the world 4 bottom of the pyramid, we need to overcome this main constraint. In the core markets, Arla already covers all the dairy categories in the nutritional recom- mendations today. Consequently, the future of dairy is outside dairy. The innovation journey is about bringing the nutrition on to non-dairy categories. In 2013, the focus on consumer patterns, milk power and new food forms led to the development of a yogurt which has a tentative shelf life of 12 months, without compromising on quality, a milk tofu with the same properties as soya-based tofu, but which is 30 per cent more nutritious, and a milk powder for the African market, that consumers can mix with water to make yogurt. Thanks to technological developments, we can reuse the valuable ingredients from the milk in other food categories. And people may not even recognise them as dairy. In that sense Arla’s category is expanding. Today, we can make transparent soda out of milk. Or meat, snacks and pasta. Every new product is built on the goodness from the milk. But it all starts with understanding consumer trends. Milk power Nutrition is at the core of everything Arla does. We will unleash the power of milk through the development of healthy and nutritious dairy products with improved functionality. Through advanced technology we can reduce salt, sugar and fat without compromising taste and quality by using natural ingredients. the global innovation Center The development of new cheese, yogurt, milk and butter products that consumers around the world use every day has become increas- ingly important on the international market. Therefore, Arla has decided to create a new, modern innovation centre for global product development. Arla is one of the world’s leading dairy companies, and as such we should be one step ahead in terms of innovation, which enhances the value of our products. Arla has searched across Europe for suitable locations for its Global Innovation Center and chose Aarhus, Denmark. The centere will be part of the Danish Food Cluster, which is an international association of experts in agriculture, food and related technologies. Using the Danish Food Cluster as a stepping stone is a unique opportunity to step change Arla’s innovation. The investment proves that Arla is dedicated to using innovation as the driving force for the company. We are truely committed to developing better products in better ways. Also, the centre will bring a new perspective on open innovation, a key enabler in innovation. The centre will help us establish strategic partner- ships with universities, research organisations, suppliers and other private organisations to fuel Arla with external expertise. Arla’s current centres in Brabrand and Stockholm are already being used to full capacity and lack potential for further development. The new centre is expected to have 120 employees. Construction is due to start in spring of 2014 and will be completed in late 2016. 30 31 MANAGEMENT REVIEW STRATEGy 2017 Faster, simpler and leaner Active cost management is a precondition for Arla’s success. Before the end of 2015, Arla expects to be a cost leader, having reduced cost levels by DKK 2.5bn compared with 2012. The growth in European core markets is slowing, and competition is fierce. Moreover, an increasing share of Arla’s revenue comes from private-label or trading products. Scaling and efficiency increases in production being decisive to the company’s competitiveness in these areas. Arla focuses on earnings. This means that we are continuously making our supply chain more efficient through investments and efficiency programmes. Due to our high growth rates, we must find new ways of working and develop our ability to identify and realise synergies and economies of scale and reduce unit costs. In 2012, we launched a number of ambitious cost-cutting and efficiency programmes with considerable potential. These were successfully completed in 2013. The programmes will simplify Arla’s business model, increase production efficiency and optimise processes. The strategic ambition is an efficiency gain of DKK 2.5bn before the end of 2015. To improve the speed and agility of the organisation, Arla is finding savings within the following main areas: Lean and Operational excellence (Opex) OPEX is about the sharing of knowledge across Arla. It’s about creating a knowledge bank which can pave the way for sharing and applying best practices within a number of supply chain processes. Lean is a precondition for OPEX. While lean focuses on the individual dairy’s structure and use of knowledge and efficiency improvement tools, OPEX looks at all the dairies. procurement and innovation Total Cost of Ownership (TCO) is about standardising purchases and working with fewer suppliers, while Design to Value (DtV) is about redesigning products and packaging so that they are more competitive and deliver more quality without losing sight of the importance of the good consumer experience. Structural rationalisation Arla endeavours to develop and strengthen a competitive and efficient production structure. A large share of Arla’s investment budget is spent on expanding production facilities and increasing production efficiency. exaMpLeS OF ratiOnaLiSatiOnS in 2013 2013 saw the continued rationalisation of the production of yellow cheese. It costs a lot to produce yellow cheese, and competition is fierce. The aim is to increase profitability. Scaling of yellow cheese production in Denmark The European yellow cheese market is important for Arla. In 2011, a process aimed at improving production efficiency and scalability was launched. It will ensure competitive prices, a varied product portfolio and the continued production of high-quality cheeses. All production of yellow cheese for the trading market is being moved to the dairy in Branderup. The production of other cheeses has been moved to other dairies. In connection with the move, capacity has been increased from 13,000 tonnes to 25,000 tonnes in Branderup. Moreover, in 2013 yellow cheese capacity was increased in Taulov after production was moved there from the dairies in Klovborg and Hjørring. The restructuring has increased efficiency and flexibility in the production and packaging departments through the introduction of new technology. and modern dairy structure with reduced environmental and climate change impacts. The plan is for Gothenburg to close down at the end of 2014. Most of the production of fresh products will be transferred to Jönköping, where investments will be made and more jobs created. The rest of production will be moved to the dairies in Linköping and Stockholm. Moreover, Arla’s dairy in Skövde north of Jönköping must be closed by the end of 2015 as any expansion is precluded by the dairy’s town-centre location. The dairy’s unique Billede text fra Pronsfeld knowledge about cottage cheese production will be transferred to Falkenberg, which was originally closed in spring 2013. The aim is for Falkenberg to reopen at the end of 2014 as Europe’s largest cottage cheese dairy. In so doing, Arla will be able to seize new opportunities in and outside Sweden and create more added value for Arla’s owners. Thirdly, production in Visby must be simplified. Acidified products and butter as well as cold storage will be moved to Stockholm and Götene, respectively. Production of milk powder, fresh milk and cream will remain at Visby. Even though Taulov Dairy is 13 years old, it was a brand new dairy that was inaugurated on 29 August 2013. Annual production capacity has been increased from 26,000 to 47,500 tonnes of yellow cheese. 275 employees used to work at the dairy. They still do. As part of the capacity increase, new and smarter ways of working have been developed, which means that the same number of employees can produce almost twice as much as before. rationalisation in the uk closes ashby Dairy It was proposed in July that the dairy and distribution centre in Ashby be closed to ensure efficient production. Milk production will be moved to Arla’s new dairy in Aylesbury. The transfer of milk started in October, and the dairy is expected to close down completely in April 2014. The plan is to outsource milk distribution to a third-party supplier. More efficient production geared for the future in Sweden In 2013, the Board of Directors adopted a structural plan which is designed to secure the future of production in Sweden. Arla will close two of the 14 Swedish dairies and instead invest in other Swedish dairy plants. In line with Strategy 2017, the result will be an efficient Moreover, the former Milk Link offices in Plymouth and Bristol will be closed as part of the post-merger integration process. The sale of Crediton Dairy was required by the competition authorities in connection with the approval of the merger. The sale was completed in August 2013. 32 33 MANAGEMENT REVIEW MANAGEMENT REVIEW “Arlagården® secures the quality of my milk” The Arlagården® quality assurance programme is important for Arla’s reputation. One farmer who highlights Arlagården® is Margit Tanderup Kristensen from Skjern in western Denmark. “I am proud of our shared and strong concept. I believe it is why we have been able to enter new markets, like China. Because we are able to document that our milk is of a high quality and meets food safety criteria. The purpose of the Arlagården® programme is to obtain the best possible price for our milk. In my view, we are really helping ourselves. After all, Arla is your company and mine,” she says. arLagårDen® 2013 The purpose of Arlagården® is to ensure that Arla’s owners work according to the same standards and to provide a quality guarantee for customers and consumers. The programme is unique to Arla, and the aim is for Arlagården® to become a natural part of the working lives of all cooperative owners. Globally acknowledged and a precondition for market access The quality assurance programme rests on four cornerstones – milk quality, food safety, animal welfare and environmental awareness Arla’s own programme instead of many different customer programmes Means that milk producers can be sure that they work according to applicable rules and policies Arlagården® exists in Denmark and Sweden, and a version tailored to local conditions was introduced in Germany, Belgium and Luxembourg on 1 October 2013 Read more about Arlagården® at arla.dk 34 Margit Tanderup Kristensen runs an organic farm with her husband Ernst. The farm has 85 hectares and 80 dairy cattle which produce 700,000 kg of milk a year. Milk has been produced according to the Arlagården® principles since 2003. 35 Corporate Responsibility Being responsible is key Arla has truly become part of the global dairy market, and with greater size comes greater responsibility. The more we grow, the more we want to set and drive the agenda for a healthy, natural and responsible dairy industry. Arla is poised for growth. However, our growth and our actions should not to unfold at the expense of nature and the environment. conduct from cow to consumer, so that we can embrace the challenges and seize the opportunities that will inevitably come our way. We currently have the scale and the resources required to make a difference to society and the environment. Our vision sets out a sustainable way forward. Our goal is to operate our business with respect for, and in harmony with our surroundings. The environment knows no borders, and consumers shop both globally and locally. Arla balances on this global-local axis every single day. We must respect local developments while, maintaining our global perspective. Our responsibility – arla’s Code of Conduct We are dedicated to being an active team player in the local communities in which we do business. We need to build confidence, show initiative and set new standards for quality and Arla’s principles for ethics and sustainable development are contained in Our Responsibility – Arla Foods’ Code of Conduct, which is now available to download in eight languages at www.arla.com. The code serves both as a tool and as a compass, guiding us on how we should behave and assume responsibility within our business. Arla’s ethical, social and environmental responsibilities are constantly being tested. The Code of Conduct shows the way ahead in a dynamic world. It is based on the principles laid out in the UN’s Global Compact, a tool that – along with education and training – is designed to support our colleagues in handling the dilemmas we unavoidably encounter as a global business. the CSr committee To ensure commitment to the Code of Conduct internally, we have established a CSR committee which is chaired by CEO Peder Tuborgh and is made up of representatives from the senior management team. The committee prioritises the areas that need additional focus to ensure the company’s long-term commitment to responsibility. Focus on the future All our colleagues, owners and partners play their part in ensuring that Arla is, and continues to be, a sustainable company, which is imperative for our long-term success. Our approach to running a responsible business now encompasses more countries and more people. This presents us with challenges, and we hope that we can become a source of inspiration to the world around us. Our efforts to develop the future of dairy, our focus on health, naturalness and inspiration, as well as the steps needed to maintain the environmental sustainability of our company, will be major cornerstones on which to build long-term success. owners represent the first link in the chain, we are in a unique position to incorporate nature from cow to consumer. Stakeholder view and expectations For a number of years, we have conducted annual consumer surveys in Denmark, Sweden and Finland. Generally, Arla enjoys a good reputation, and the highest scores awarded relate to our products. Consumer perceptions of Arla’s CSR record (citizenship) and the way in which our company is run with regard to ethics and transparency (governance) are increasingly influencing consumers’ views of Arla. To improve our reputation, consumers say we should pay dairy farmers more, offer a wider range of organic products and improve animal welfare. Clearer marketing communication about our products would also be appreciated. Closer to nature™ Consumers expect us to remain accountable to nature throughout the supply chain. As our To be closer to nature is a corporate philosophy that obligates Arla to ensure that our products are as natural as possible, that our milk is supplied by farms which operate in harmony with nature, and that Arla’s own processes have the least possible impact on nature and the environment. We have defined a number of long-term goals, and we analyse and record our activities from all our business units and functional areas annually. Healthy and safe products We strive to offer our consumers safe, milk-based food products. Making healthy and nutritious milk products is part of our company vision, and food safety is a major priority in Arla. In our vision, we reference the fact that milk is one of nature’s most nutritious foods, and making sure consuming our products does not cause illness or injury is paramount in the food production industry. an engaging workplace 19,600 colleagues work in Arla. All of them contribute to the company’s results and to the societies in which they live and work. We truly believe that respect for the individual creates engagement. Inclusion and diversity in all teams and at all organisational levels benefit the development of the business and the communities around us. We gather and follow up on our colleagues’ views of our company and our leadership by means of our Barometer survey – 85 per cent of all colleagues shared their views this year, and the result shows a great level of commit- ment. 36 37 MANAGEMENT REVIEW Corporate Responsibility (CSR) How we meet our responsibilities Taking responsibility for our impact on society is part of Arla’s DNA. That is why, for many years, we have maintained high standards for natural and healthy products as well as high standards, in terms of food safety, our impact on the environment and climate, for animal welfare and for Arla as a safe and appreciated workplace. It is our conviction that this creates value for society, for individuals and for our business. Arla has participated in Global Compact since 2008, and our Code of Conduct complements its basic principles. This is an extract from the CSR report, where, every year, we report on how our company is adhering to the Code of Conduct. The report describes the progress Arla has made during the year and where we see opportunities for improvement. Read more about how we meet our responsibilities in Arla Foods’ Corporate Responsibility report on https://csr2013.arlafoods.com responsible company Confidence in products Care for the environment and animal welfare respectful relations Our aim is to run a profitable business that is ethically responsible and respects integrity. However, it requires know-how, will power and hard work. Product safety is Arla’s top priority. We want to enable consumers in all markets to make informed choices about healthy products based on clear information and knowledge. Business principles We comply with our Code of Conduct and local legislation in all the countries in which we operate. Operational principles Our democratically elected representatives formulate strategies and ensure that the business is operated in the manner that best serves our cooperative owners. procurement We expect suppliers to assume social and environmental responsibility, so we can achieve our objective of purchasing goods and services in a sustainable manner. Market conduct We communicate openly, act responsibly and have an open dialogue with customers and consumers to ensure their trust. additional principles Arla does not accept the use of bribery. Arla exclusively enters into contracts with suppliers that comply with local legislation and respect the requirements set out in our code of conduct for suppliers. Food safety As a responsible food manufacturer, we are dedicated to ensuring that eating and drinking our products does not cause illness or injury. Food and health We are committed to meeting consumer demand for healthy products and reliable nutritional information. additional principles We use Hazard Analysis and Critical Control Point (HACCP) to evaluate and control food risks throughout the entire supply chain. Arla’s ambition is to produce dairy products for everyone – also those with special requirements. activities and results in 2013 Danish-Chinese knowledge centre in action Better breakfast eating campaigns in many countries Development of lactose-free products Reducing sugar, fat and salt in several products Dairy products developed for mal-nourished people In 2013, 53 of Arlas 73 production sites were certified under the ISO 22000 food safety standard. activities and results in 2013 Objectives Training for elected representatives Global risk & compliance function has visited companies within Arla to verify compliance with framework, guidelines and policies Arla Forum receives 250,000 enquires and has an increasing presence and dialogue in social media Objectives We focus on raising awareness of our Code of Conduct and policies through - out the entire organisation – especially when integrating new business units. All our preferred suppliers must sign our code of conduct for suppliers. 38 None of our products should cause illness or injury. We aim for zero recalls, but if we have to make a recall, we have solid routines and procedures to trace our products. All sites should be certified according to the ISO 2200 food safety standard. Arla will contribute to the health and well-being of consumers in all markets and in all phases of life. Arla’s growth must not take place at the expense of the environment and nature. We are therefore constantly working on ways to reduce our impact on the climate and the environment and on maintaining a high standard of animal welfare. environment and climate We constantly strive to reduce our environmental impact within the value chain, from cow to consumer, by applying sound and sustainable principles. agriculture We will ensure that the farms that deliver milk to Arla are operated in a manner that respects the quality of milk, animal welfare and the environment. Arla interacts with people, organisations, communities and countries. No matter what the relationship is, we are committed to maintaining mutual respect. workplace We have competent and committed colleagues and provide safe and healthy working conditions. Community relations We maintain good, respectful and constructive community relations. Human rights Irrespective of where we operate, we are determined that the rights of the individual should be respected and observed. additional principles additional principles Total life cycle approach – from milk production at the farm to consumer’s handling of packaging and food waste. Arlagården® – the Arla milk production quality programme – focuses on the composition of milk, food safety, animal welfare and the environment. activities and results in 2013 Investment of DKK 142m in eco-friendly and energy-saving initiatives, among other things, using excess heat and biogas plants. The fresh milk dairy Aylesbury outside London, which will be Arla’s largest and most environmental friendly and has started production. Continued savings of energy and water. Key stakeholder dialogue regarding responsibly produced soya. Objectives The 2020 Global Environment Strategy includes reducing CO2 emissions from dairy operations, transport and packaging by 25 per cent before 2020 compared to 2005 levels. To reduce energy and water consumption by three per cent a year until 2020. To ensure that half of the energy consumption is derived from sustainable energy sources by 2020. To role out the Arlagården® quality programme to Arla owners in all six owner countries. Our Responsibility – Arla Foods’ Code of Conduct. Our Character: Lead, Sense & Create, specifies Arla’s culture and values. Diversity & Inclusion Strategy. We are committed to engaging in a wider social perspective and to contributing to the community through our business activities. activities and results in 2013 The diversity agenda was driven by management training. The employee survey (Barometer) covered 16,700 colleagues in 27 countries with responses submitted in 14 different languages. The response rate was 85 per cent. Closer to Arla – new colleague magazine in eight languages 445,000 people visited our farms as part of Arla-arranged events The Danish Arlafoundation was set up – focus on young people learning about food and nature. Team Rynkeby collected DKK 23m for the Children’s Cancer Foundation. Objectives All colleagues comply with Arla’s Code of Conduct. No work-related injuries and no harassment. Continuous development of diversity. Increased consumer confidence. 39 MANAGEMENT REVIEW MANAGEMENT REVIEW DiverSity iS an aSSet in arLa Arla believes in inclusion and diversity as a business imperative. We define diversity broadly as differences between people with individual personalities and from different backgrounds formed by the generation to which they belong, their gender, culture, education, family status, ethnic identity, traditions, beliefs and much more. In 2010, we launched a ten-year Global Diversity & Inclusion strategy. We believe the strategy is right for our people, our business and our suppliers, for consumers and for our customers. Our focus is on making the most of the diversity of thought created by these differences, and we regard inclusion as a means to succeeding as a global business. We have strengthened our recruitment process and our talent management, and we have competence-building diversity & inclusion training for our management teams. We are working to create a more inclusive culture and processes that will enable us to succeed in attaining our goals for diversity in our workforce and teams – and most importantly that will help us meet the goals set out in the business strategy. Targets defined and status 2013 In terms of the composition of teams, the long-term target for 2020 is that max. 70 per cent of members of any one team should represent the same: national/ethnic background gender generation educational/professional background To comply with legislation introduced in 2012, we have set 2017 targets for gender at top/ upper management level: gender composition at top/upper management level: 20 per cent women 80 per cent men Our top/upper management level (top management, senior vice presidents and vice presidents) is very diverse in relation to national background. The group consists of: 2013 status on the gender composition at top/upper management level is: 13 per cent women – 87 per cent men. 8 per cent Swedish 68 per cent Danish 10 per cent British 4 per cent German 10 per cent other nationalities In the Board of Directors the nationality split is: 40 per cent Danish 27 per cent Swedish 13 per cent British 20 per cent German The gender composition of the company as a whole is: 27 per cent women – 73 per cent men. Arla Foods has not been able to realistically set a target for the underrepresented gender on the Board of Directors in compliance with the legislation introduced in 2012. This is due to a shortage of women among the owners in the recruitment base. Agriculture is a traditionally male industry. No statistics are available on the proportion of women in dairy production, but the Danish Agriculture & Food Council has estimated that the proportion of women in Danish agriculture is 9 per cent. We will set a target for the Board of Directors in 2014. This will be an integrated part of developing a strategy on how to benefit from increased cultural diversity as a result of the mergers with German and UK dairy farmers. The strategy will also focus on how to increase gender and generational diversity in the recruitment bases of the Board of Representatives and Board of Directors. 2013 status on the gender composition of the Board of Directors: 7 per cent women – 93 per cent men. 2013 status on the gender composition of the Board of Representatives: 13 per cent women – 87 per cent men. Future ambitions to increase diversity Diversity is an asset, and we work to increase diversity in several ways. Actions intended to increase diversity in Arla: Ongoing training for leaders and leadership teams in inclusive leadership & team culture (incl. unconscious bias- and cultural competencies) Strengthening global recruitment-, perform- ance review- and talent management- processes to increase diversity and mitigate unconscious bias Global recruitment policy: Mix of gender and nationality in final shortlist for top 50 and 300 positions, diverse recruiting teams, D&I requirements for search companies 40 41 MANAGEMENT REVIEW tax governance Arla’s tax platform has changed from local to global in step with the development of the business. Arla Global Tax handles the complex legislation and increased regulatory demands of the globalised business proactively. We aim to ensure full compliance and support transparency. Our goal is to manage our tax affairs in a proactive manner that seeks to maximise our milk price, while operating in accordance with the law at all times. Tax is a topic increasingly debated by businesses, governments and other stake- holders worldwide. Generally, we see a growing focus on corporate tax disclosure levels in terms of both tax strategies and payments. Stakeholders want to know more about these business-critical affairs, and also about the extent to which businesses contribute to society in a wider context. Our view on tax is aligned with our business strategy and conformed to our global code of conduct, Our Responsibility. To sustainably and fairly ensure a competitive level of taxation for Arla, we balance and optimise tax while managing risks by application of compliance and prudence. in 2013, we have strengthened our focus on tax as follows: Formalisation of tax directives Establishment of a framework for a risk heat map Extension of our reporting on tax Creation of a new standard for transfer pricing documentation Establishment of synergies of the global organisation Open interaction with authorities We maintain and develop a good working relationship with the tax authorities in order to minimise the risk of disputes and create certainty for our stakeholders. In the UK, we have for several years worked with the authorities to maintain a low risk status. In 2013, we started a tax transparency project in Denmark. How is arla contributing to society? For the cooperative, the farmer is the primary source of taxation. We secure the highest value for the milk produced by our farmers while creating opportunities for growth. We may not be paying much corporation tax but the cooperative’s owners are taxed on the value created by the company. However, this is not reflected in the financial reporting. Therefore, we need to look at the bigger picture to show how Arla contributes to society. We also make other valuable contributions in the various countries: We pay VAT and other duties (energy taxes, VAT, property taxes etc.) We employ people and through their wages we contribute income taxes etc. Some of our other operating costs contribute to the earnings in society. We export products from core markets to growth markets, creating jobs in both places. We are proud to be making a significant contribution to the public finances in the countries in which we operate. Klas Vallhagen, 46, has a farm in Sweden where he lives with his wife Katarina and their five-year-old son Hugo. The farm has 80 cows, which produce approx. 690,000 kg of milk a year. guiDe tO COOperative taxeS Arla is a cooperative company headquartered in Denmark. Our activities are therefore covered by Danish tax rules for cooperatives, which take account of the basic principles of the company. When the owner of a company is also a supplier to the company, earnings end up with the owner in the form of the price paid for the commodity. That is why the farmer is in this case the primary source of taxation. Limited liability company Cooperative Profits Shareholder Min. payment for ommodity Supplier The cooperative is the farmer’s extended arm, and that is how Arla operates. Danish coopera- tive tax rules take account of the fact that Arla’s suppliers are also Arla’s owners and that earnings do not accrue to the company but to its owners in the form of the highest possible milk price inclusive of supplementary payments. The company’s earnings can therefore be viewed as its owners’ personal income. This means that owners of a cooperative, as opposed to shareholders, pay income tax on distributed earnings under the applicable rules in the six countries in which Arla has owners. Max. payment for commodity Owner/ supplier Danish cooperative tax rules take account of the fact that Arla’s suppliers are also Arla’s owners and that earnings do not accrue to the company but its owners in the form of the highest possible milk price. It also means that Arla Foods amba pays income tax based on its assets (equity) – retained profit kept at a minimum because, in principle, the funds belong to the owners. This income tax can be viewed as interest on the tax of the portion of earnings retained in the company. Arla Foods amba has a number of subsidiaries in Denmark and elsewhere. Subsidiaries which are limited liability and private limited companies are subject to regular corporate taxation – just like all other such companies. 42 43 MANAGEMENT REVIEW Corporate governance The dairy industry is changing ever more rapidly, and Arla needs a flexible organisation which can adapt to the changing circumstances. In 2013, Arla’s Board of Representatives adopted a modernised democratic structure for the future. For example, national councils have been established in Sweden, Denmark, Germany and the UK as subcommittees to the Board of Directors. Local democracy has thus been strengthened in step with the growth of Arla’s global organisation. Cooperatives operate according to specific principles. Arla was founded by dairy farmers, and the purpose of the cooperative is to buy, process and sell their milk in the best possible way. The cooperative owners are both owners of and suppliers to Arla. This is the key strength of the cooperative: the long-term, mutually obliging cooperation. The owners are obliged to supply their milk to Arla, thereby securing supplies. On the other hand, Arla is obliged to buy the milk. This means that the owners can be sure of being able to sell their milk at the highest possible price. Unlike a limited company, the purpose of the cooperative is to pay its suppliers the highest possible price for their raw materials. Arla creates value for its owners as a reliable sales channel which pays as much as possible for the milk. Modernised cooperative structure As a cooperative, Arla upholds the fundamental principles of democracy and solidarity. Each owner has one vote – regardless of his or her trading with the cooperative, and all owners are basically paid the same price for their milk, regardless of the country in which their production takes place. In 2013, Arla had 12,600 owners in six countries, and 19,000 employees in a total of 30 markets. In February 2013, Arla adopted a new democratic structure. With the many new cooperative owners which Arla welcomed following the mergers with MUH and Milk Link in 2012 and AFMP in 2013, a need arose for ensuring a stronger balancing of the national and global perspectives. This means that the Board of Directors is being reduced in size, while four national councils have been set up in 44 Sweden, Denmark, Germany and the UK. These national councils function as subcommittees of the Board of Directors. Moving forwards, the Board of Directors will be reduced from the current 15 members to ten members plus the employee representatives. In the 2013-15 period, the Board of Directors will consist of 15 members (plus four employee representatives): six from Denmark, four from Sweden, one from Hansa Arla Milch, two from Arla MUH and two from Arla Milk Link. The Board of Representatives consists of 165 members plus 12 employee representatives. In the 2013-15 period, Sweden and Denmark have a total of 141 members, Hansa Arla Milch five, Arla MUH nine and Arla Milk Link ten. The distribution of seats on the Board of Directors and the Board of Representatives will be determined every other year according to capital shares. District councils Each owner countries has their own democratic structures. This means that there are different local organisations in Denmark, Sweden, the UK and Germany (including Belgium and Luxembourg) that ensure the democratic influence of the cooperative owners in all countries. Each year, the cooperative owners in the local democratic structures are invited to attend meetings. The members of the local organisations elect members of the Board of Representatives. Board of representatives The Board of Representatives is the company’s supreme body which also makes decisions concerning the appropriation of the profit for the year. The Board of Representatives appoints the Board of Directors. The Board of Represent- atives holds a minimum of two meetings a year. Every other year, cooperative owners are elected to Arla’s Board of Representatives. national councils There are four national councils, which are subcommittees of the Board of Directors. The four national councils have been established in the four countries Sweden, Denmark, Germany and the UK. The subcommittees to the Board are established to take care of the matters that concern dairy farmers in each country. Arla has made this change to ensure our close bond to the owners in order to handle the important work with owner-oriented matters. Board of Directors The Board of Directors is responsible for monitoring the company’s activities and asset management, maintaining the accounts satisfactorily and appointing the Management Board. The Board of Directors is responsible for the organisation’s overall strategies and for ensuring that Arla is managed in the best interests of its owners. Together with the Board of Representatives, the Board of Directors decides Arla’s strategic direction, and is responsible for decisions which relate to long-term strategies, major investments, mergers and acquisitions as well as the planning and recruitment of the executive management. arLa’S DeMOCratiC StruCture 2013 12,600 Different democratic structures in DK, SE, UK and DE incl. BE and LUX i n o i t a c n u m m o C Communication binds the cooperative together. Members 177 Members 19 2 8 4 19,600 Owners District councils Board of Representatives Board of Directors 4 national councils Management Board Executive Management Group Functional boards Employees Management Board and executive Management group The top management must ensure the proper, long-term growth of the company in a global perspective, drive the corporate strategy and follow up on the targets for the year. This is where the contents of ONE Arla are defined, where decisions are made regarding activities and resource allocations across geographical areas and functions, and where the group’s ambitions are defined for cross-disciplinary efforts. The Executive Management Group (EMG) is responsible for Arla’s day-to-day business operations and for preparing strategies and planning the future dairy structure. The EMG holds a minimum of 11 meetings a year. The seven business groups are Arla’s executive bodies and focus on ensuring that Arla is a results-oriented, market-facing business. The seven business boards act as boards for the individual business groups. No strategic efforts are initiated in Arla’s business groups, unless they have the support of a business board. Functional boards The functional boards are interdisciplinary forums which create one course for Arla. This is where a number of Arla’s global polices are defined, where best practices are shared and implemented and where efficiency measures are managed. The four functional boards hold four to six meetings a year: Finance Board Supply Chain Board Innovation & Marketing Board Human Resource Board 45 global anti-fraud Directive Arla has a zero tolerance of fraud and breach of anti-corruption laws and takes all forms of non-compliance transactions very seriously. Growing operations in a world where fraud is on the increase has emphasised the need to formalise this in a Global Anti-fraud Directive. The directive was introduced in 2013 and Risk and Compliance conducts fraud inspection visits to subsidiaries to verify compliance. global Fraud response policy Arla has a clear commitment to thoroughly investigate the validity of any credible allegations of fraud and to ensure that the appropriate actions are subsequently taken. During 2013, Arla defined a Global Fraud Response Policy, which also clarifies the responsibilities of the Arla management. Fraud awareness programme In Arla, we believe that fraud awareness training of employees is an essential element in cascading the company’s anti-fraud attitude and communicating fraud-related policies effec- tively. In 2013, a Fraud Awareness Programme was launched in our shared service centre in Gdansk. The work on strengthening the anti-fraud culture in Arla continues and will be supported by further activities in 2014. MANAGEMENT REVIEW Compliance is in our DnA Arla is growing rapidly, and the increased complexity of our global business has highlighted the need for a shared, financial compliance culture. As we grow, we are constantly advancing our compliance and control mechanisms. Starting at the top of the organisation and spanning the various business groups, our compliance and control culture serves to increase transparency and minimise risk exposure. In 2013, we accelerated our efforts to evolve the financial compliance DNA in Arla. The actions will add value to our business and ensure that Arla is always compliant with our business principles. Corporate Finance Directives and policies The increased complexity and diversity of our global business has strengthened the need for our finance community and business to be supported by a clear set of guiding principles. Today, it is no longer enough to design policies with diligence. Rather, we must reach further to make business initiatives and policies come alive through each employee in the global organisation. To dinstinguish clearly between corporate Top Policies and supporting policies we have introduced a set of Corporate Finance Directives. This acts as our overall finance constitution and serves as an overall framework for all supporting policies and procedures / guidelines. Values/Code of Conduct Directives Policies Procedures/Guidelines a new Compliance and Control Committee Financial compliance is key to being a responsible company, and Arla is committed to meeting all applicable laws, rules and regula- tions in the operating markets. In 2013, Arla established a Compliance & Control Committee (C&CC). The purpose of the committee is to ensure that Arla stays compliant as a fast-growing global company. The committee’s tasks include: monitoring compliance and the internal control environment ensuring right training and communication ensuring the continued progress of implementing required internal controls ensuring standardisation of processes implementing anti-fraud plans improving communication In 2013, we prepared several initiatives to improve communication across the global organisation. These include a new internal corporate finance site, hard-copy booklets and material suitable for tablets and mobile devices. Furthermore, we have enhanced our awareness campaign and support for the implementation of our policies. To support the ambition we have opened a new Directive & Policy office under Corporate Accounting. Minimum controls catalogue In 2013, the Risk and Compliance function implemented a minimum controls catalogue into our growth, value and selected core markets. The integrated programme was launched usinga tailored approach that focused on efficiency and controls that were appropriate to the business. The catalogue consisted of a number of critical controls covering six different financial processes. 46 47 Strategic risk management All larger companies basically share many of the same risks. What ultimately differentiates them is their ability to handle these risks. Strategic risk management was a first priority of Arla’s Board of Directors in 2013. We set out to evaluate a number of major strategic risks – “Black swans” – with the capability of significantly impairing our business performance and disabling Arla from delivering a competitive milk price. a D 3 4 2 5 B Low prOBaBiLity Probability is based on the risk that an event will occur and its assumed frequency. Impact is assessed before precautions are taken. The impact is considered major if it unsettles the entire business platform of the company. C High A black swan is a company killer – an unpredict- able risk with the potential to significantly impair the Arla Group as a whole by fundamentally and permanently undermining our competitiveness or as a result of a sudden and major event. The consequence would preclude Arla from delivering a competitive milk price. An impairment may be caused by external factors (macroeconomic, sociopolitical, regulatory, reputation or industry-related) or internal factors (employees, supply chain, commercially or financially related). Black swans tend to come as a surprise and to have major impact on performance overall. The Board of Directors is responsible for Arla’s comprehen- sive risk management framework that involves the identification of the strategic risks. Our risk management approach is top-down and covers all major entities across regions, markets and functions. The framework is based at the strategic level to ensure that the risks related to carrying out Strategy 2017 are identified and that relevant mitigating actions are taken. Black swans for arla Out of a full list of strategic risks, a number were classified as potential black swans for Arla. After identifying and assessing risks that might prevent us from achieving our strategic ambition, the Board of Directors defined a corresponding set of mitigating actions. Operating risks In addition to the black swans, there are a number of operating risks in the industry and markets in which we operate. Our strategy and growth opportunities are to a large extent in emerging markets. A paradigm shift in the current competitive landscape where Arla is ‘left behind’ or ‘stuck in the middle’ due to our current positioning in Europe and internationally l a c i t i r C j r o a M t C a p M i e t a r e d o M r o n M i Strategic risks riSk CHaraCteriStiCS Current Mitigating aCtiOnS pOtentiaL Mitigating aCtiOnS Severe dip in reputation and consumer confidence An external or internal event resulting in a significant impact on the reputation of Arla Foods – either immediately or over time The causes could be e.g. animal welfare, ethics or food safety resulting in major call-back of products and medium/long- term damage to our brands and positions Clear focus on CSR and ‘code of conduct’ Quality programmes across all sites and physical locations Systematic focus on ‘issues management’ in order to constantly be aware of potential damaging issues that could arise Increase focus on crisis management at EMG and BoD level Further increase awareness about reputation for all employees (e.g. through mandatory education) Strengthen quality and food safety procedures 2 Large-scale dairy accident Fire, chemical spill, explosion, sabotage related to one or more of Arla Foods’ production sites The specialisation of dairies has increased the level of exposure An emergency programme exists across all dairies The current emergency programme is to a large extent based on trust… Learnings from historical accidents are continuously built into the emergency programme in order to prevent accidents … for which reason internal/external auditing of the emergency programme could improve the security further Continuous back-up plans for re-allocation of raw milk to other dairies in the case of a serious breakdown 3 anti-competitive ruling Anti-competitive agreement and/or abuse of dominant position Adverse publicity and damage to reputation Compliance manager function supported by governance model and mandate – 2013 “Tone from the top” The potential fine is up to 10% of group revenue (maximum) Implementation of compliance programme for all relevant employees Further business group involvement and appointment of compliance responsible in each business group (already in process) Developing an E-learning system (already in process) Refining reporting mechanisms, controls and reviews 4 political and/or socio-economic instability in emerging markets 5 Lack of milk supply Time-consuming and costly investi- gations; additional third-party claims; sanctions include imprisonment Regulative measures or financial downturn in individual countries/regions preventing Arla Foods from exporting/ selling products to these A potential new revolt hitting Arla growth/profit in one of our growth markets Significant drop in the supply of raw milk from owners ‘Reverse’ milk wheel due to the inability to pay a competitive milk price compared to competitors Significant worsening of the (financial) framework conditions for the farmers Diversification strategy across many international markets reducing dependency on single growth markets Joint ventures and partnerships with lower risk Increase the level of diversification across growth markets Local production in e.g. Russia in order to prevent the consequences of a potential milk import ban Arla’s active part in the consolidation game in Europe is a clear measure to constantly secure a forward-going milk wheel Strategy 2017 emphasising profit and performance in order to pay a competitive milk prices to owners Active participation in lobbying activities Further focus on consolidating the European dairy market More active communication with financial institutions in order to avoid farmers’ bankruptcy could potentially harm our future possibilities of attracting milk. Our strategy captures this exposure, and we are already accelerating our presence in these markets. Financial risks Furthermore, there are a number of financial risks related to doing business in a globalised world – currency risks, interest rate risks, liquidity risks etc. These financial risks are handled centrally by our treasury function and described in note 4.3. Evaluation Risk identification Risk management Mitigating actions Risk assessment riSk ManageMent iS an OngOing exerCiSe Strategic risk management is an ongoing exercise in the years to come. The identified risks and their respective mitigating actions will be evaluated at the annual Board of Directors’ strategy review. 48 49 MANAGEMENT REVIEW MANAGEMENT REVIEW Healthy financial base 2013 was a record year for Arla in terms of both revenue and earnings. We realised growth, while at the same time significantly increasing earnings, with marked organic growth in Russia, the Middle East, China and Africa. Our growth is scalable, leverage has been reduced as promised, and we are successfully releasing passive capital. Arla’s earnings capacity testifies to the robustness of our business model. Earnings increase in step with the scaling of the business based on the considerable growth achieved, and we are seizing the opportunities which present themselves – for example in the emerging markets. We consistently focus on maintaining a solid credit rating. At the start of 2013, leverage exceeded our target range, and this has now been reduced even faster than planned. However, the level of leverage still restricts Arla’s strategic latitude. At the same time, Arla is favoured by a situation with greater than ever opportunities for selling dairy products on attractive terms. All in all, this means that Arla must increasingly prioritise its resources. The company is therefore working hard to finance growth by increasing cash flows from operating activities. growing activities 2013 was a record year for Arla. Revenue growth of 16.6 per cent was driven partly by the group’s acquisitions in 2012, the full-year effect of which is seen in 2013, and partly by increasing global growth. Following the mergers in the UK and Germany, focus has been on business integration. In Denmark and Sweden, we are maintaining a strong focus on developing the business. In 2013, Arla’s organic growth was driven, in particular, by growth in non-core markets and global market price increases. The international activities are seeing significant market-wide growth, with Russia and the Middle East as the most prominent players. Growth rates are being maintained at a solidly high level. A combined growth rate of 24.7 per cent was achieved in Arla’s growth markets. Solid growth continues in the Middle East, where Arla is winning market shares. Against this background, Arla is markedly upping its presence in Africa. In 2013, we started establishing joint ventures which will drive future growth on the continent based on powder products. We expect these develop- ments to accelerate in 2014. At the same time, exports to China are increasing, especially of third-party manufactured child nutrition products, which are seeing growth rates of up to 62 per cent. All in all, the international business is maintain- ing double-digit growth rates and is increasingly seen as the engine which will secure a market beyond Europe for the milk supplied by the company’s owners. Also, earnings levels are now on a par with our established core markets. This development is driven by the underlying global demand for milk products and the fact that world market prices have reached a reasonable level. In the past 12 months, Arla Foods Ingredients has realised satisfactory growth of 8 per cent. We expect the year’s strategic investment in increasing lactose capacity to spur markedly increased growth in 2014. Scalable growth Arla focuses on the bottom line. Growth in revenue is not an aim in itself if it leads to similar or higher increases in cost levels. Scalability is therefore an objective: Arla’s revenue must grow twice as fast as costs. Thanks to our large-scale efficiency programmes, we are now fulfilling this objective. Our cost-cutting initiatives have been more than successful, and in future our focus will remain on ensuring that growth creates value for the company and its owners. A scalability level of 1.6 is reported for 2013, and this is a very central key ratio for the organisation. In 2013, the scalability equates to a value of DKK 0.5bn. Leverage under pressure from investments Arla focuses on its credit rating. We are obliged to maintain a good credit rating, and our efforts to reduce leverage are progressing according to plan. In 2013, leverage was reduced to 3.2 from 3.9 last year. We are still close to the top of the target range of between 2.8 and 3.4. perFOrManCe priCe expeCtatiOnS FOr 2013 2.71 DKK/Kg MiLk vOLuMe 12.5 bn kg revenue revenue grOwtH prOFit Leverage 72 DKKbn 16% 2.2 DKKbn 3.5 aCHieveD 2013 expeCtatiOnS FOr 2014 3.05 DKK/Kg 12.7 bn kg 73.6 DKKbn 16.6% 2.2 DKKbn 3.2 3.25-3.35 DKK/Kg 13 bn kg 79 DKKbn 9% 2.4 DKKbn 3.0-3.4 Frederik Lotz, CFO It is a challenge for Arla today that we are seeing far more favourable investment opportunities than we can finance. Leverage is developing satisfactorily, but restricts the scope for making major new investments. Arla’s future consolidation policy will be a topic for discussion with the owners in 2014. The aim is to be able to finance some of the many exciting opportunities that we are seeing. new programme Zero wave The working capital is one of the measures which in recent years have contributed to financing growth and reducing leverage, and it remains high on Arla’s financial agenda. The purpose of Programme Zero is to release passive capital. Programme Zero has been running successfully for three years. In 2012, our primary focus was to optimise our customers’ terms of payment so as to reduce trade receivables. In 2013, we intensified our focus on reducing inventories by optimising internal planning and forecasting accuracy. These initiatives had an estimated effect of approx. DKK 1.1bn in 2013, and have had a total effect of approx. DKK 3.3bn since 2011. All in all, the resulting improved cash flows from operating activities can be invested or used to repay debt. Despite the marked improvements already realised, there is still considerable potential for further reducing the working capital, and Programme Zero is therefore continuing in the coming years. investments of the year In 2013, Arla invested in the expansion of a number of dairies as well as new facilities with a view to increasing the production of profitable products globally. At the same time, we want to make production more efficient and environ- ment-friendly. As planned, we have invested just over DKK 2bn in capacity increases, efficiency and environmental improvements, quality and innovation. In addition to this is leasing agreements, additions to other assets etc. making the total investments DKK 3,9 bn The aim is to contribute to increasing the profitability of Arla’s business, thereby improving long-term earnings for Arla’s cooperative owners. Focus on risks Strong financial management is key to sustainable growth. At the moment, we are markedly strengthening the way in which we manage and develop our business. The aim is to ensure that we make the most of the assets with which we have been entrusted by the company’s owners. For example, in the past couple of years, Arla has significantly upgraded its internal control set-up, and we are commit- ted to developing an even safer and more effective control culture. At the same time, in 2013 Arla strengthened and formalised its risk management and identification processes at group level. The milk price is the most important factor for Arla’s results. We need the milk to seize scaling, innovation and branding opportunities. Arla must pay a competitive milk price both in the short and long terms in order to secure milk supplies. The creation of value over and above the market price is indicative of the company’s success. OutLOOk FOr 2014 Revenue in the region of DKK 79bn is expected to be realised in 2014. The profit for the year is expected to meet the agreed target of 3 per cent of revenue, corresponding to DKK 2.4bn. Our ambition is to deliver a performance price in the range of 3.25 - 3.35 DKK. This is of course an estimate that is subject to uncertainty, as market conditions in the industry can change rapidly. Arla maintains a consistent focus on the three elements of its strategy – core markets, growth markets and efficiency. We expect to significantly expand our markets to sell the increasing production at our European dairies and on the farms. 50 51 MANAGEMENT REVIEW investing in development together Arla’s Strategy 2017 is ambitious, and we are currently seeing many interesting investment opportunities, among other things in the emerging markets. A strong financing model is required to seize these opportunities. We are willing to increase leverage in excess of the agreed target at times if the opportunities are interesting enough and provided that we can find a way of adjusting back to the leverage target. There are three ways of financing Arla’s growth and development. Owners Company Financial institutions Financing growth Arla is working hard to convert idle working capital so it can be used for investments. This is, for example, being done under Programme Zero. Since 2011, the programme has successfully improved cash flows from operating activities for use to finance investments. In 2014, Programme Zero will enter phase two to emphasise that Arla is consistently focused on improving cash flows and reducing tied-up funds. The next wave of initiatives hold considerable potential and are expected to release several bn kroner in the coming years. Moreover, financing must be arranged through financial institutions and the capital market. Arla is characterised by its solid creditworthiness, a flexible distribution of debt on several sources of financing and a sensible repayment profile. The company has a broadly based financing platform, which in 2013 was supplemented with the issue of a EURO TERM Note programme as a supplement to other sources of financing. It is important that Arla’s owners are behind us and willing to invest in the business. They do so by consolidating. According to Arla’s current consolidation policy, 4.5 per cent of the performance price is consolidated. The consolidation is generally divided between individual capital (one third) and collective capital (two thirds). prioritisation of resources After the financing, sharp priorities are set for the available investment funds. Investments are prioritised in consultation with the company’s business groups. In line with Strategy 2017, we invest in growth, efficiency (including structural rationalisations) and environmental initiatives (e.g. lighter lorries, saving diesel and emitting less CO2). FinanCing OF Strategy 2017 Owners Arla’s ambitious growth strategy calls for a careful balancing of the various sources of financing. Company Financial institutions 52 Arla Foods dairy in Nørre Vium, Denmark. 53 Consolidated income Statement 1 January - 31 December Consolidated Statement of Comprehensive income 1 January - 31 December nOte 2013 2012 (DKKm) nOte 2013 2012 1.1 1.2 1.2 1.2 1.2 1.3 3.5 1.2 4.1 5.1 73,600 -56,576 17,024 -279 -10,647 -3,406 338 140 3,170 5,496 -2,326 3,170 -660 2,510 -274 2,236 -35 2,201 63,114 -48,413 14,701 -202 -9,496 -2,791 217 73 2,502 4,445 -1,943 2,502 -518 1,984 -89 1,895 -31 1,864 Profit for the year 2,236 1,895 Other comprehensive income Items that will not be reclassified to the income statement: Actuarial gains/(losses) on defined benefit plans. Income tax on actuarial gains/(losses) on defined benefit plans Items that may subsequently be reclassified to the income statement: Deferred gains/(losses) on cash flow hedges arising during the year Net change in fair value of hedging instruments reclassified to other operating income Net change in fair value of hedging instruments reclassified to financial items Net change in fair value of hedging instruments reclassified to production costs Net change in fair value of financial assets for the year classified as available for sale Foreign currency translation adjustments of foreign entities Other adjustments Income tax on items that may be reclassified to profit or loss Other comprehensive income, net of tax total comprehensive income allocated as follows: Owners of Arla Foods amba Minority interests total 4.7 168 -41 70 92 188 -12 33 -58 0 -54 386 2,622 2,600 22 2,622 -654 126 68 -46 -39 11 -4 -59 -70 - -667 1,228 1,227 1 1,228 Comprehensive income shows the value creation/impairment during the year. It covers income and changes in equity for the year that are not transactions with owners, e.g. actuarial movements on defined-benefit plans and changes in value of cash flow hedge instruments. The milk price is only affected by the net profit for the year and not by the changes in other comprehensive income. (DKKm) Revenue Production costs Gross profit Research and development costs Sales and distribution costs Administration costs Other operating income and costs Share of net profit in joint ventures and associates earnings before interest and tax (eBit) Specification: Earnings before interest, tax, depreciation and amortisation (EBITDA) Depreciation, amortisation and impairment earnings before interest and tax (eBit) Financial income and costs Profit before tax Tax Profit for the year Minority interests Owners of arla Foods amba For information about profit appropriation, see page 59. 3.0% Profit accounts for 3.0% of revenue, which is in line with the Group’s performance target of 3%. 54 55 Consolidated finanCial statements/Primary finanCial statements Consolidated Balance Sheet 31 December Consolidated Balance Sheet 31 December (DKKm) nOte 2013 2012 (DKKm) nOte 2013 2012 eQuity anD LiaBiLitieS eQuity Equity before proposed supplementary payment to owners Proposed supplementary payment to owners equity attributable to the parent company’s owners Minority interests total equity LiaBiLitieS non-current liabilities Pension obligations Provisions Deferred tax Loans Other payables total non-current liabilities Current liabilities Loans Trade payables Amounts owed to joint ventures Amounts owed to associates Provisions Derivatives Current tax Other payables Total current liabilities excl. liabilities classified as held for sale Liabilities classified as held for sale Total current liabilities incl. liabilities classified as held for sale total liabilities tOtaL eQuity anD LiaBiLitieS aSSetS non-current assets Intangible assets Property, plant and equipment Investments in associates and joint ventures Deferred tax Other non-current assets total non-current assets Current assets Inventories Trade receivables Amounts owed by joint ventures Amounts owed by associates Derivatives Current tax Receivable for non-paid equity instruments Other receivables Securities Cash and cash equivalents total current assets excl. assets held for sale Assets held for sale total current assets incl. assets held for sale 3.1.a 3.3.a 3.5 5.1.c 2.1.b 2.1.c 3.5.b 3.5.d 3.6.a 5,569 16,851 2,353 427 374 25,574 7,562 6,762 41 34 208 30 111 1,083 3,994 566 20,391 200 20,591 5,442 15,644 2,350 435 544 24,415 6,034 6,723 83 25 251 82 - 753 4,021 735 18,707 356 19,063 tOtaL aSSetS 46,165 43,478 BALANCE SHEET SPLIT BY MAIN ITEMS Total equity Total non-current liabilities Total current liabilities Total non-current assets Total current assets The balance sheet composition is sound and stable. The share of non-current assets is on par with other companies in the dairy business. Non-current assets are mainly financed by equity and non-current liabilities. Current assets exceed current liabilities, which is a sound overall measure for liquidity. , 1 2 7 3 6 , 1 6 3 2 4 , 1 7 1 0 5 , 2 5 5 7 4 , 2 0 5 9 1 , 2 4 4 1 5 , 1 0 9 1 8 , 1 5 2 8 5 , 1 9 0 6 3 , 1 7 2 2 6 2013 2012 100 % 90 80 70 60 50 40 30 20 10 0 56 11,676 900 12,576 160 12,736 2,593 66 266 13,346 54 16,324 6,600 7,564 2 9 314 623 80 1,913 17,105 - 17,105 9,643 1,112 10,755 163 10,918 3,129 77 93 11,908 78 15,285 7,269 6,866 - 15 188 864 27 1,997 17,226 49 17,275 33,429 32,560 46,165 43,478 4.7 3.7 5.1.c 4.2 4.2 4.2 2.1.a 3.5.b 3.5.d 3.7 3.6.b 57 Consolidated finanCial statements/Primary finanCial statements Group Statement of Changes in equity 1 January - 31 December DEVELOPMENT IN EQUITY ATTRIBUTABLE TO ARLA (DKKm) The Group statement of changes in equity shows the development of the year in net assets, that is, the Group’s assets less liabilities. As at 31 December 2013, equity amounted to DKK 12,736m, up DKK 1,818m compared with 31 December 2012. 25% of the total equity is individual capital. Solvency measured as equity in relation to the balance sheet total was 28% as at 31 December 2013 compared with 25% last year. Profit for consolidation was DKK 1,301m, with DKK 978m consolidated to the reserve for special purposes and DKK 323m to contributed capital (2012: DKK 469m to the reserve for special purposes and DKK 283m to contributed capital). As at 31 December 2013, Arla Foods amba merged with AFMP, whereby Arla Milk Cooperative limited (AMCo) became a member of Arla Foods amba. As part of the transaction, Arla Foods amba issued DKK 41m as collective capital (capital account) and DKK 501m as individual capital (contributed capital). Supplementary payment for 2012 were paid out from equity in March 2013. The payment amounted to DKK 1,126m after exchange rate adjustments primarily related to SEK. (DKKm) I C A P T A L A C C O U N T I D E L V E R Y - B A S E D O W N E R I C E R T F C A T E S I I C O N T R B U T E D C A P T A L I R E S E R V E F O R S P E C A L P U R P O S E S I R E S E R V E F U N D B I N S T R U M E N T S J A D U S T M E N T O F H E D G N G I , 1 0 7 5 5 1 J a n u a r y 2 0 1 3 R E S E R V E F O R V A L U E , - 1 1 2 6 S u p . p a y m e n t f o r 2 0 1 2 R E S E R V E F O R F O R E G N C U R R E N C Y I + 4 9 1 O w n e r t r a n s a c t i o n s P R O P O S E D S U P P L E M E N T A R Y P A Y M E N T T O M E M B E R S I T R A N S L A T O N A D U S T M E N T S J , + 2 2 0 1 , 1 2 5 7 6 +1,821 (+17%) + 2 5 5 i P e n s o n a n d h e d g n g i P r o fi t f o r t h e y e a r 3 1 D e c e m b e r 2 0 1 3 I I E Q U T Y A T T R B U T A B L E T O A R L A F O O D S A M B A I M N O R T Y I I N T E R E S T S T O T A L E Q U T Y I equity as at 1 January 2013 6,894 835 1,628 969 - -673 -10 1,112 10,755 163 10,918 Net profit for the year Other comprehensive income total comprehensive income Capital issued to new owners Payment to owners Dividend to minority shareholders Acquisition of non-controlling interests Disposal of non-controlling interests Supplementary payment to owners Foreign currency translation adjustments total transactions with owners equity at 31 December 2013 83 83 41 -139 -5 19 -84 6,893 323 978 978 - 337 337 -21 -21 - -28 323 501 -23 -11 -39 796 -22 456 2,407 - 1,947 - - - -336 - -31 900 900 -1,126 14 -1,112 900 2,201 399 2,600 542 -51 -139 -5 -1,126 - -779 12,576 35 -13 22 2,236 386 2,622 542 -51 -38 -134 3 -1,126 - -804 -25 160 12,736 -38 5 8 equity as at 1 January 2012 7,465 840 682 - 500 -667 53 491 9,364 162 9,526 Net profit for the year Other comprehensive income total comprehensive income Capital issued to new owners Payment to owners Transfer Supplementary payment to owners Foreign currency translation adjustments total transactions with owners equity at 31 December 2012 -568 -568 14 283 469 - -18 283 678 -19 469 - 500 -500 -6 -6 -63 -63 1,112 1,112 -17 -3 6,894 13 -5 835 4 663 1,628 500 969 -500 - - -673 - -10 -491 1,112 -491 1,864 -637 1,227 692 -37 -491 - 164 10,755 31 -30 1 1,895 -667 1,228 692 -37 -491 - 164 10,918 - 163 58 Financial review Arla Foods’ equity is divided into individual capital (delivery-based owner certificates and contributed capital) that can be allocated to the individual owners and common capital (capital account and the statutory Reserve for special purposes). Also included are a number of technical accounts maintained by law. Supplementary payment for the year then ended is shown as a separate item under equity. Collective capital Capital account, which comprises the Group’s unallocated equity. In connection with the AMCo transaction DKK 41m was issued. A reserve for special items was established in 2011 when the former reserve fund B was transferred to a new reserve which, upon the Board of Director’s proposal, may be applied by the Board of Representatives for the full or partial offsetting of material extraordinary losses or impairment, cf. art. 19(iii) of the Articles of Association. Amounts added from the profit appropriation represent DKK 978m. Individual capital Delivery-based owner certificates established in accordance with art. 19(1)(ii) of the Articles of Association and related regulations. Consolidation in this respect is suspended from 2010. Contributed capital established in accordance with art. 19(1)(iii) of the Articles of Association and regulation. Supplementary payment to owners are recognised separately in equity until they are paid out. Amounts added from the profit appropriation represent DKK 323m. In addition to this, DKK 501m has been issued in connection with the AMCo transaction. Amounts consolidated as contributed capital via the annual distribution of net profit carry interest at CIBOR + 1.5%. Amounts paid into the contributed capital in connection with mergers carry no interest. Interest is paid out along with the supplementary payment. Interest for 2013 is DKK 18m compared with DKK 16m in 2012. Individual owners’ balances on delivery-based owner’s certificate and on contributed capital can be paid out over three years upon termination of membership of Arla Foods amba in accordance with the provisions set out in the regulation subject to the Board of Representatives’ approval. In 2013, a net amount of DKK 51m has been paid out to members who had decided to leave the company. It is expected that DKK 90 m will be paid out in 2014. Balances on individual accounts are denominated in the currency relevant to the country in which the members are registered. Foreign currency translation adjustments are calculated annually, the amount of which is then transferred to the capital account. Proposed supplementary payment amount to DKK 900m, of which interest on the contributed capital amounts to DKK 18m. In March 2013, a resolution was passed to pay out DKK 1.112m in supplementa- ry payment and interest on contributed capital in connection with the 2012 profit appropriation. Other equity accounts Reserve for hedge accounting comprise the fair value of derivative financial instruments classified as and meeting the conditions for hedging of future cash flows and where the hedged transaction has not yet been realised. Reserve for foreign currency translation adjustments comprises currency translation differences arising during the translation of the financial statements of foreign companies including value adjustments relating to assets and liabilities that constitute part of the Group’s net investment, and value adjustments relating to hedging transactions that hedge the Group’s net investment. Non-impairment clause Under the Article of Associations, no payment may be made by Arla Foods amba to members that impair the sum of the company’s capital account and equity accounts prescribed by law and prescribed by IFRS. The non-impairment clause is assessed on the basis of the Arla Group’s most recent annual report presented under IFRS. Individual accounts, reserve for special purposes and proposed supplementary payment to members are not covered by the non-impairment clause. Minority interests Subsidiaries are fully recognised in the consolidated financial statements. Minority interests’ shares of the results for the year and of the equity in the subsidiar- ies that are not wholly owned are recognised as part of the consolidated results and equity, respectively, but are listed separately. On initial recognition, minority interests are measured at either the fair value of the equity interest or the proportional share of the fair value of the acquired companies identified assets, liabilities and contingent liabilities. The measurement of minority interests is selected on a transactional basis, and disclosure is made in the note pertaining to business combinations. Profit appropriation (DKKm) Profit for the year Minority interests Arla Foods amba’s share of the net profit for the year Proposed profit appropriation: Supplementary payment for milk Interest on contributed capital Supplementary payment, total transferred to equity: Reserve for special purposes Contributed capital transferred to equity, total Appropriated profit, total 2013 2012 2,236 -35 2,201 882 18 900 978 323 1,301 2,201 1,895 -31 1,864 1,096 16 1,112 469 283 752 1,864 59 Consolidated finanCial statements/Primary finanCial statements Group Cash Flow Statement 1 January - 31 December The success, growth and survival of every company depend on its ability to generate or otherwise obtain cash. What enables Arla to survive is the tangible resources of cash, not profit, which is merely one indicator of financial performance. Thus, our owners look for supplementary payment, suppliers and lenders expect payment and repayment, employees receive wages for their services and the tax authorities are legally entitled to tax revenue. Hence, a cash flow statement is an important part of corporate reporting. (DKKm) Profit for the year Depreciation and impairment Share of results in joint ventures and associates Profit/loss from disposal of enterprises and properties, etc. Change in primary working capital Change in other working capital Other operating items without cash impact Dividends received, joint ventures and associates Financial income Financial costs Interest paid Interest received Change in deferred tax Tax paid Total cash flow from operating activities Investment in intangible fixed assets Sale of intangible fixed assets Investment in property, plant and equipment Sale of property, plant and equipment total operational investing activities Free operating cash flow Investment in financial assets Sale of financial assets Acquisition of enterprises Sale of enterprises Total financial investing activities Total cash flow from investing activities Total free cash flow Supplementary payment regarding the previous financial year Paid in funds from new owners Paid out from equity regarding terminated member contracts Loans obtained, net Change in current liabilities Net change in marketable securities Total cash flow from financing activities Net cash flow Cash funds at 1 January Exchange rate adjustments of cash funds Cash funds at 31 December 60 nOte 1.2.d 3.5 2.1.a 4.1 4.1 3.1 3.1 3.3 3.3 3.4 4.2 2013 2,236 2,326 -140 - -973 -886 -207 15 -37 697 -481 37 73 -118 2,542 -253 - -3,767 345 -3,675 -1,133 - 173 - - 173 -3,502 -960 -1,126 396 -51 1,202 321 78 820 -140 735 -29 566 2012 1,895 1,943 -73 -59 1,436 -1,429 -3 - -101 619 -431 69 21 -88 3,799 -136 19 -3,303 37 -3,383 416 -1,701 - -289 53 -1,937 -5,320 -1,521 -491 - -37 1,674 680 -78 1,748 227 504 4 735 SPECIFICATION OF TOTAL FREE CASH FLOW (DKKm) -3,988 (-131.7%) , 3 5 1 5 , - 1 6 4 2 + 4 2 0 , - 3 6 7 5 + 3 2 6 + 7 7 - 9 6 0 T o t a l f r e e c a s h fl o w + 1 7 3 T o t a l fi n a n c a i l i n v e s t i n g a c t i v i t i e s C h a n g e i n m e m b e r i l m k p a y m e n t T o t a l o p e r a t i o n a l i n v e s t i n g a c t i v i t i e s C h a n g e C h a n g e i n t r a d e r e c e v a b e s i l i n t r a d e p a y a b e s l ( e x c l . M e m b e r m k ) i l C h a n g e i n i n v e n t o r i e s O p e r a t i n g c a s h fl o w b e f o r e p r i m a r y w o r k n g c a p i t a i l arla accounting policies Financial review The consolidated cash flow statement is presented according to the indirect method, whereby the net profit for the year is reconciled to the total net cash flow from operating activities. This is done by adjusting the net profit for the year for non-cash items such as depreciation, items that do not relate to the Group’s operating activities such as tax and disposals of assets and movements in working capital balances during the period. Cash flows from operating activities were DKK 2,542 million in 2013 compared with DKK 3,799 million in 2012. The reduction in cash flows from operating activities represented a decline of DKK 1,257 million. Primary working capital – the sum of inventories and trade receivables less trade payables (incl. payables for milk – stood at DKK 6,760 million at 31 December 2013 compared with DKK 5,891 million in 2012. Arla sharpened its focus on increasing cash flows from operating activities (Programme Zero). The positive effect of this was offset by the effects of a higher milk price, growth in revenue and inventory build up for delivering contracts in 2014. Cash flows from financial investment activities were DKK -3,502million compared with DKK -5.320 million in 2012. The year’s investments in property, plant and equipment stood at DKK -3,767 million. Free cash flows totalled DKK -960 million in 2013 compared with DKK -1,521 million in 2012. These are calculated as cash flows from operating activities less cash flows from investment activities. Cash flows from financing activities were DKK 820, which are affected by paid-in funds from new owners at DKK 396 million. Cash and cash equivalents combined represented DKK 566 million, compared with DKK 735 million in the previous year. 61 Consolidated finanCial statements/Primary finanCial statements Overview of notes and Accounting Policies note 1. Primary Activities The notes and accounting policies sections are divided into sections that describe the various parts of the financial statements. The sections comprise accounting policies, estimates and uncertainties (where relevant), specifications of the figures and comments on the figures. The consolidated financial statements are presented in Danish kroner (DKK), the parent company’s functional currency. note 1. note 2. note 3. Primary activities Note 1.1 Revenue Note 1.2 Costs Note 1.3 Other operating income and other operating costs Working capital Note 2.1 Primary net working capital Other operating assets and other operating liabilities Note 3.1 Intangible assets Note 3.2 Impairment tests Note 3.3 Property, plant and equipment Note 3.4 Business combinations Note 3.5 Joint ventures and associates Note 3.6 Assets held for sale Note 3.7 Provisions nOte 4. Financial matters Note 4.1 Financial items Note 4.2 Net interest-bearing debt Note 4.3 Financial risks Note 4.4 Derivative financial instruments Note 4.5 Financial instrument disclosures Note 4.6 Transfer of financial assets Note 4.7 Pension obligations nOte 5. Other areas Note 5.1 Tax Note 5.2 Fees to auditors appointed by the Board of Representatives Note 5.3 Management remuneration and transactions Note 5.4 Contractual commitments and contingent liabilities Note 5.5 Events after the balance sheet date Note 5.6 Future standards – Early adoption of new or amended IFRS Group chart 63 63 65 67 68 68 70 70 72 73 75 77 79 80 81 81 82 87 93 94 96 96 100 100 102 102 103 103 103 104 Summary of significant accounting policies The Consolidated financial statement included in this Annual Report have been prepared in accordance with the International Financial Reporting Standards (IFRS) as endorsed by the European Union. These consolidated financial statements were authorised for issue by the Company’s Board of Directors on 18 February 2014 and presented for approval by the Board of Representatives on 26 February 2014. Change in accounting policies - adoption of new or amended iFrSs Under the revisions of IAS 19, interest is now calculated by applying the discount rate to the net defined benefit obligation (or asset) of the pension plan as opposed to previously, where this rate was applied only to the defined benefit obligation and the expected return on plan assets was instead recognised. This change has increased the Group’s financial expenses by DKK 57m in 2013. As retrospective application of these changes would have only an immaterial impact on each financial year, Arla has fully adopted the amendment in 2013 without restating previous years’ comparable amounts and disclosures. In addition to the above, Arla has assessed that the application of the other new IFRSs has not had a material impact on the Consolidated financial statement. IASB has issued a number of new or amended and revised accounting standards and interpretations that have not yet come into effect. IASB has issued IFRS 9 Financial Instruments and amendments to IFRS 9, which is applicable for reporting periods starting on or after 1 January 2015. The new standard and the amendment have not yet been endorsed by the EU. Arla has assessed the impact of the standard and determined that it, in its current wording, will not have any significant impact on the Consolidated financial statement. The approved non-effective standards and interpretations will be implemented as they become mandatory for Arla. Consolidated financial statements The consolidated financial statements are prepared as a compilation of the parent company’s and the individual subsidiaries’ financial statements prepared under the Group’s accounting policies. Revenue, costs, assets, liabilities together with items included in the equity of subsidiaries are aggregated and presented on a line-by-line basis in the consolidated financial statements. Intra-group shareholdings, balances and transactions as well as any unrealised income and expenses arising from intra-group transactions are eliminated. The consolidated financial statements comprise Arla Foods amba (parent company) and the subsidiaries in which the parent company directly or indirectly holds more than 50% of the voting rights or otherwise maintains control in order to obtain benefits from its activities. Companies in which the Group exercises joint control through a contractual arrangement are considered to be joint ventures. Companies in which the Group exercises a significant but not controlling influence are considered to be associates. A significant influence is typically obtained by holding or having at the Group’s disposal, directly or indirectly, more than 20% but less than 50% of the voting rights in a company. Unrealised gains (i.e. profits arising from sales to joint ventures or associates, whereby the customer pays with funds partly owned by the Group) from transactions with joint ventures and associates are eliminated against the carrying amount of the investment in proportion to the Group’s interest in the company. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. The consolidated financial statements are prepared on a historical cost basis except for certain items with alternative measurement bases, which are identified in these accounting policies. translation of transactions and monetary items in foreign currencies For each reporting entity in the Group, a functional currency is determined, being the currency used in the primary economic environment where the entity operates. Where a reporting entity transacts in a foreign currency, it will record the transaction in its functional currency using the transaction date rate. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the exchange rate applicable at the reporting date. Exchange differences are recognised in the income statement under financial items. Non-monetary items, e.g. property, plant and equipment which are measured based on historical cost in a foreign currency, are translated into the functional currency on initial recognition. translation of foreign operations The assets and liabilities of consolidated companies, including the share of net assets and goodwill of joint ventures and associates with a functional currency other than DKK, are translated into DKK using the year-end exchange rate. The revenue, costs and share of the results for the year are translated into DKK using the average monthly exchange rate if this does not differ materially from the transaction date rate. Foreign currency differences are recognised in other comprehensive income (OCI) and accumulated in the translation reserve. On divestment of subsidiaries, associates and joint ventures, the relevant proportional amount of the cumulative foreign currency translation adjustment reserve is transferred to the results for the year along with any gains or losses related to the divestment. Repayment of outstanding balances considered part of the net investment is not in itself considered to be a partial divestment of the subsidiary. 62 2013 was a record year for Arla. Revenue growth of 16,6 per cent was driven partly by the group’s acquisitions in 2012. Arla’s organic growth was driven in particular by growth in non-core markets and global market price increases. However, growth in revenue is not an aim in itself if it leads to similar or higher increases in cost levels. Scalability is therefore an objective: Arla’s revenue must grow twice as fast as costs. A scalability level of 1:1,6 is reported for 2013. This note section focuses on the Group’s performance. The specifications include disclosures about the distribution of revenue across business areas and product categories. Organic growth is adjusted for the impact of mergers, acquisitions and foreign currencies. The note states the weighed-in volumes of milk from owners as well as contract suppliers and the cost of the milk, which is the single main cost item in our income statement. The total cost is the prepaid price for milk. Supplementary payment is generated as part of the Group’s profit appropriation and are therefore not included under costs. +10.2 (+17%) REVENUE DEVELOPMENT (DKKm) COST DEVELOPMENT (DKKm) + 1 5 . - 1 5 . +10.5 (16.6%) 7 3 6 . - 1 0 . - 0 2 . - 7 1 4 . - 6 3 . - 6 1 2 . 2 0 1 2 - 2 7 . I n c r e a s e d m k p r i c e i l 2 0 1 3 l V o u m e / m i x O t h e r i n c l . C u r r e n c y G r o w t h m k v o u m e i l l O t h e r 2 0 1 3 G r o w t h c o s t b a s e e x c m k i l l + 7 5 . M & A e ff e c t 6 3 1 . 2 0 1 2 + 3 0 . l S a e s p r i c e s nOte 1.1. revenue arla accounting policies Revenue from the sale of dairy and other food products is recognised in the income statement when delivery and risk of the products have passed to the buyer, the amount of revenue can be measured reliably and collection is probable. Revenue comprises invoiced sales for the year less sales rebates, cash discounts, VAT and duties. Revenue by business area/geographical market and product category is based on the Group’s internal financial reporting. note 1.1.a. revenue by business area/market 2013 (DKKm) Consumer United Kingdom Consumer Sweden Consumer Finland Consumer Denmark Consumer Germany Consumer Netherlands Core markets total Consumer International – Russia Consumer International – Middle East & Africa Consumer International – China* Consumer International – TPM Arla Foods Ingredients growth markets total Value markets Global Categories and Operations – Trading Others total revenue ORGANIC GROWTH 3.4% -2.7% 10.3% 1.3% 8,7% 16.5% 3.5% 44.3% 11.6% 54.0% 61.7% 9.6% 24.7% 5.2% 28.0% 6.6% REVENUE 19,217 11,592 2,677 6,569 10,782 1,746 52,583 857 3,337 119 1,084 2,392 7,789 4,667 6,712 1,849 73,600 * Our sales to China including TPM and other areas total approximately 1,200m compared to approximately DKK 750m in 2012. 2012 REVENUE 15,760 11,823 2,421 6,837 6,891 1,495 45,227 634 3,045 78 671 2,215 6,643 4,442 5,263 1,539 63,114 63 Consolidated finanCial statements/notes note 1.1.b. revenue by product category REVENUE SPLIT BY PRODUCT CATEGORY, 2013 REVENUE SPLIT BY PRODUCT CATEGORY, 2012 Fresh dairy products 42.8% Cheese 23.4% Butter and spreads 13.0% Milk powder 9.5% Whey products 3.4% Non dairy products 5.1% Other 2.8% Fresh dairy products 42.0% Cheese 24.1% Butter and spreads 14.0% Milk powder 9.1% Whey products 3.6% Non dairy products 5.2% Other 2.0% Financial review Revenue for 2013 totalled DKK 73,600m compared with DKK 63,114m in 2012 – an increase of 16,6 per cent. Revenue growth is primarily driven by the full year effect of the mergers in 2012, but also by a solid organic growth of 6,6 per cent in 2013. Core markets in total show an organic growth of 3,5 per cent primarily related to price increases, while growth markets in total display an organic growth of 24,7 per cent and now represent 10 per cent of the total revenue. Especially Russia and the Middle East show high growth rates. In the table China only consist of export of consumer goods in Consumer International. Our total sales to China including TPM and other areas total approximately DKK 1,200m compared to approximately DKK 750 m in 2012. The largest category is fresh dairy product (FDP) that is mainly sold in core markets. The category is responsible for almost half of total revenue. FDP contain milk, cream, cooking ingredients, UHT and yogurts. Organic growth is about 9 per cent mainly due to price increases. The sale of cheese represent 23 per cent of total revenue and contains yellow cheese primarily on the core markets and other cheese categories around the world – cream cheese, white cheese and mould cheese. Organic growth in this area is limited – on core markets growth is negative, however sound revenue increases on growth markets more than compensate for this. The categories white cheese, mould and cream cheese shows sound growth while yellow cheese is struggling. Substantial growth can be found in the milk powder category, which, however, only represents a relatively small part of the business – about 10 per cent of total revenue. nOte 1.2. COStS accounting policies Production costs Production costs comprise the purchase of goods (including the purchase of milk from cooperative owners) and the direct and indirect costs (including depreciation and impairment losses on production plant etc. (mainly dairy sites) as well as payroll costs) related to the revenue for the year. The purchase of milk from cooperative owners is recognised at prepaid prices for the accounting period and therefore does not include supplementary payment, which is classified as distributions to owners and recognised directly in equity. Research and development costs Research and development costs comprise attributable direct and indirect costs, including payroll costs, amortisation and impairment losses. Research costs are expensed as incurred. Development costs are capitalised at cost under intangible assets only from the time that the product is considered technically and commercially viable, but are expensed in all other circumstances. Normally, these criteria are met late in the development phase. Development costs capitalised are measured at cost. Sales and distribution costs Costs incurred for the sale and distribution of goods sold in the course of the year and for promotional campaigns etc. during the year are recognised as sales and distribution costs. Costs relating to sales staff, write-down of receivables, costs relating to sponsorships, advertising and exhibits and depreciation and impairment losses are also recognised as selling and distribution costs. Administration costs Administration costs incurred in the course of the year relate to management and administration, including administrative staff, office premises and office costs as well as depreciation and impairment losses. note 1.2.a. Costs (DKKm) Production costs Research and development costs Sales and distribution costs Administration costs total of this: Cost of raw milk Staff costs Depreciation, amortisation and impairment losses Other costs total note 1.2.b. Cost of raw milk (DKKm) Cost of owner milk Cost of other milk total cost of raw milk (mKG) Inflow of owner milk Inflow of other milk Total inflow of raw milk Note 1.2.c. Staff costs (DKKm) Wages, salaries and remuneration Pensions – defined benefit plans Pensions – defined contribution plans Other social security costs Total staff costs Staff costs relate to: Production costs Research and development costs Sales and distribution costs Administration costs Total staff costs 2013 2012 -56,576 -279 -10,647 -3,406 -70,908 -35,635 -8,342 -2,326 -24,605 -70,908 -26,901 -8,734 -35,635 9,474 3,202 12,676 -7,192 -23 -490 -637 -8,342 -4,503 -107 -2,374 -1,358 -8,342 -48,413 -202 -9,496 -2,791 -60,902 -26,625 -7,753 -1,943 -24,581 -60,902 -19,127 -7,498 -26,625 7,529 2,881 10,410 -6,543 -26 -416 -768 -7,753 -4,295 -77 -2,372 -1,009 -7,753 average number of full-time employees 19,577 18,112 64 65 Consolidated finanCial statements/notes note 1.2.d. Depreciation, amortisation and impairment losses (DKKm) Intangible assets, amortisation Property, plant and equipment, depreciation Property, plant and equipment, impairment losses total depreciation, amortisation and impairment losses Depreciation/amortisation and impairment relate to: Production costs Research and development costs Sales and distribution costs Administration costs total depreciation, amortisation and impairment losses TOTAL COST BREAKDOWN 60,000 50,000 40,000 30,000 20,000 10,000 0 P r o d u c tio n c o sts R e s e a r c h a n d d e v elo 2013 2012 A d m inistr a tio n c o sts S ale s a n d distrib u tio p m e n t c o sts n c o sts 2013 2012 nOte 1.3. OtHer Operating inCOMe anD COStS -219 -1,970 -137 -2,326 -1,833 -13 -181 -299 -2,326 -177 -1,698 -68 -1,943 -1,499 -8 -144 -292 -1,943 accounting policies Other operating income and costs comprise items secondary to the Group’s principal activities. These items comprise gains and losses relating to the divestment of intangible assets and property, plant and equipment etc. note 1.3.a. Other operating income (DKKm) Gain on disposal of intangible assets and property, plant and equipment Gain on divestment of companies Sale of electricity Rent and other secondary income Financial instruments Other items total other operating income note 1.3.b. Other operating costs (DKKm) Loss on disposal of intangible assets and property, plant and equipment Costs relating to the sale of electricity Financial instruments Other items total other operating costs Financial review Other items include income and costs related to the sale of surplus power from condensation plants. The net result of this in 2013 is DKK 16m compared to DKK 17m in 2012. Gains and losses related to sale and disposal of assets amount to a gain of DKK219 m and a loss of DKK -31m. The gain on divestment of enterprises in 2012 relate to the sale of the subsidiary Arla Foods S.p.z.o.o. in Poland and the ownership interest in Mengniu Arla Dairy sold in connection with the investment in COFCO Dairy Holding Limited, China. Financial review Total production, research and development costs, sales and distribution costs and administration costs have risen 16,2 per cent which is just below the revenue growth of 16,6 per cent. The prepaid milk price is determined to reach a profit of three per cent of revenue. However focus is on keeping all other costs down to pass on the highest possible milk price to the owners through the milk price and supplementary payment. In general the costs have risen due to increased activities after the mergers with MUH and Milk Link in 2012. However, the cost per kg milk processed has decreased due to economies of scale. The total inflow of raw milk has increased by 2,266m kg. milk, which is mainly delivered by our owners. The greater volume and prepaid price has increased costs by 34 per cent. Substantial efficiency programmes have been launched to help us keep costs down and thereby support earnings. 66 2013 2012 219 - 60 28 92 186 585 -31 -44 - -172 -247 64 78 59 34 - 167 402 -30 -42 -46 -67 -185 67 Consolidated finanCial statements/notes note 2. Working Capital UNDERLYING IMPROVEMENTS IN PROGRAMME ZERO (DKKm) note 2.1.a. primary net working capital (DKKm) 2013 2012 , + 1 4 7 5 , - 1 1 2 5 + 5 1 9 , + 6 7 6 0 Inventories Trade receivables Trade payables total primary net working capital Payables relating to cooperative owner milk total primary net working capital excl. cooperative owner milk Working capital is one of the measures, which in the last couple of years have contributed to financing growth and reducing leverage, and it remains high on our financial agenda. In 2013, as a part of Programme Zero, we intensified our focus on reducing inventories by optimising internal planning and forecasting accuracy. At Arla we focus on reducing funds tied up in the primary working capital, i.e. inventories and trade receivables less trade payables. This is a continuous focus as the business grows. This note shows the development of the primary working capital components used to ensure the company’s business performance. , + 5 8 9 1 1 J a n u a r y 2 0 1 3 P r o g r a m m e Z e r o I n v e n t o r y b u i l d u p f o r g r o w t h O t h e r ( g r o w t h a n d t i 3 1 D e c e m b e r 2 0 1 3 i i m n g d ff e r e n c e s ) nOte 2.1. net wOrking CapitaL accounting policies Inventories Inventories are measured at the lower of cost or net realisable value, calculated on a first-in, first-out basis. The net realisable value is established taking into account the inventories’ negotiability, marketability and estimate of the selling price, less completion costs and costs incurred to execute the sale. The cost of raw materials, consumables as well as commercial goods includes the purchase price plus delivery costs. The prepaid price to Arla Foods amba’s cooperative owners is used as the purchase price for cooperative owner milk. The cost of goods in progress and manufactured goods also includes an appropriate share of production overheads, including depreciation, based on the normal operating capacity of the production facilities. Trade receivables Trade receivables are recognised at the invoiced amount less write-downs for amounts considered irrecoverable (at amortised cost). Write-downs are measured as the difference between the carrying amount and the present value of anticipated cash flows. Write-downs are assessed on major individual receivables or in groups at portfolio level based on the receivables’ age and maturity profile as well as historical record of losses. Trade payables Trade payables are measured at amortised cost, which usually corresponds to the invoiced amounts. uncertainties and estimates Inventories The entities in the Group that use standard costs for calculating inventory revise their indirect production costs at least once a year. Standard costs are also revised if they deviate materially from the actual cost of the individual product. Indirect production costs are calculated based on relevant assumptions with respect to capacity utilisation, production time and other factors characterising the individual product. The assessment of the net realisable value requires judgement, particularly in relation to the estimate of the selling price of discounted products and bulk products to be sold in the world market. Receivables Receivables are written down based on an individual assessment of signs of impairment in connection with customers’ insolvency, anticipated insolvency and a mathematical computation based on grouping receivables by the number of days to maturity. Additional write-downs may be necessary in future reporting periods if customers’ financial conditions worsen and customers are no longer able to meet their payment obligations. Movements for the year relating to write-down of receivables pertaining to sales and services are shown below. note 2.1.b. inventory (DKKm) Inventory, gross Write-downs total inventory Raw materials and consumables Work in progress Finished goods and goods for resale total inventory note 2.1.c. trade receivables (DKKm) trade receivables Trade receivables before provision for bad debts Provision for bad debts total trade receivables, net Write-down for bad debts, 1 January Foreign currency translation adjustments Addition Additions regarding Mergers and Acquisitions Write-downs used write-down for bad debts, 31 December 7,562 6,762 -7,564 6,760 2,018 8,778 7,728 -166 7,562 1,665 684 5,213 7,562 6,853 -91 6,762 82 1 11 - -3 91 6,034 6,723 -6,866 5,891 1,677 7,568 6,115 -81 6,034 1,464 534 4,036 6,034 6,805 -82 6,723 82 - - 1 -1 82 Financial review Reduced funds tied up in working capital has in recent years contributed to financing growth and reducing leverage and it remains high on Arla’s financial agenda under the project Programme Zero. Processes across the group have been optimised- with focus on terms of payment to both customers and suppliers. In 2013, we intensified our focus on reducing inventory by optimising internal planning and forecasting accuracy. Despite these initiatives, inventory has increased DKK 1,528m. The main reason relates to increased activity including large amounts of stock volumes being held in order to secure supply for new contracts starting in 2014. Inventory is further influenced by the increase in the prepaid milk price. All Programme Zero initiatives had an estimated effect of approx. DKK 1,100m in 2013. 68 69 Consolidated finanCial statements/notes note 3. Other operating assets and other operating liabilities DEVELOPMENT TANGIBLE AND INTANGGIBLE ASSETS (DKKm) note 3.1.a. intangible assets (continued) (DKKm) GOODWILL LICENCES AND TRADEMARKS ETC. IT DEVELOPMENT TOTAL In 2013, Arla invested just over DKK 3,9bn in capacity increases, efficiency and environmental improvements, quality and innovation. The aim is to contribute to increasing the profitability of Arla’s business globally, thereby improving long-term earnings for Arla’s cooperative members. At the same time, we want to make production more efficient and environment-friendly. In this note, both the Group’s intangible assets and property, plant and equipment are specified as well as their development and any depreciation/amortisation. Intangible assets and property, plant and equipment represent the majority of the Group’s non-current assets. Additionally, the note specifies impairment tests about which there is a high degree of uncertainty, and therefore a sensitivity analysis has also been carried out. , 2 1 0 8 6 2 0 1 2 - 1 2 6 - 3 8 9 - 3 2 2 , 2 2 4 2 0 , + 4 3 6 0 , - 2 1 8 9 Aylesbury, UK DP, DK Pronsfeld, GE Nr Vium, DK Westbury, UK Taulov, DK I n v e s t m e n t s D e p r e c a t i o n s i I m p a i r m e n t i D s p o s a s l 2 0 1 3 C u r r e n c y nOte 3.1. intangiBLe aSSetS accounting policies Goodwill Goodwill represents the premium paid by the Group above the fair value of the net assets of an acquired company. On initial recognition, goodwill is recognised at cost as described under ‘Business combinations’. Goodwill is subsequently measured at cost less any accumulated impairment. The carrying amount of goodwill is allocated to the Group’s cash-generating entities that follow the management structure and internal financial management. Cash-generating entities are the smallest group of assets which is able to generate independent cash inflows. Licences and trademarks Licences and trademarks are initially recognised at cost. The cost is subsequently amortised on a straight-line basis over their expected useful lives, however, with a maximum period of 20 years. IT development Costs incurred during the research phase in carrying out general assessments of the Group’s IT needs and available technologies are expensed as incurred. Directly attributable costs incurred during the IT development stage relating to the design, programming, installation and testing of projects before they are ready for commercial use are capitalised as intangible assets. Such costs are only capitalised provided the expenditure can be measured reliably, the project is technically and commercially viable, future economic benefits are probable and the Group intends to and has sufficient resources to complete and use the asset. IT development is amortised on a straight-line basis over five to eight years. note 3.1.a. intangible assets (DKKm) GOODWILL LICENCES AND TRADEMARKS ETC. IT DEVELOPMENT TOTAL 2013 Cost at 1 January Exchange rate adjustments Additions Reclassification Disposals Cost at 31 December Amortisation and impairments at 1 January Exchange rate adjustments Amortisation for the year Reclassification Amortisation of disposals amortisation and impairment at 31 December Carrying amount at 31 December 4,622 -74 63 - - 4,611 - - - - - - 4,611 781 -29 27 -3 - 776 -392 25 -63 3 - -427 349 1,397 -7 226 116 -261 1,471 -966 2 -156 -3 261 -862 609 6,800 -110 316 113 -261 6,858 -1,358 27 -219 - 261 -1,289 5,569 2012 Cost at 1 January Exchange rate adjustments Additions Mergers and acquisitions Reclassification Disposals Cost at 31 December Amortisation and impairment at 1 January Exchane rate adjustments Amortisation for the year Reclassification Amortisation of disposals amortisation and impairment at 31 December Carrying amount at 31 December 3,904 62 - 656 - - 4,622 - - - - - - 4,622 770 7 18 4 5 -23 781 -322 -4 -63 -5 2 -392 389 1,260 1 118 22 11 -15 1,397 -859 -1 -113 -5 12 -966 431 5,934 70 136 682 16 -38 6,800 -1,181 -5 -176 -10 14 -1,358 5,442 INTANGIBLE ASSETS 2013 INTANGIBLE ASSETS 2012 Goodwill DKKm 4,611 Licenses and trademarks etc. DKKm 349 IT-development DKKm 609 Goodwill DKKm 4,622 Licenses and trademarks etc. DKKm 389 IT-development DKKm 431 Financial review Intangible assets were DKK 5,569m compared with DKK 5,442m last year. Amortisation was DKK -219m. There was no impairment in 2013. Goodwill Opening balances for goodwill primarily related to Arla Foods UK, Arla Ingman in Finland and Milko in Sweden. Impairment testing did not indicate a need for impairment of goodwill in 2013. Goodwill related to Finland has been monitored closely due to the challenging competitive situation in previous years. However impairment testing showed no need for impairment in 2013 as the expected profit was delivered. The investment continues to be subject to a certain risk. Total goodwill related to Finland amounts to DKK 298m. Licences and trademarks. The opening balances for licences and trademarks primarily includes Cocio®, Anchor®, God Morgon®, Hansano® and import licenses in Canada. IT development Arla continues to invest in the development of IT. Investments are part of normal business operations. In 2013 focus has been on our transition of the IT infrastructure and support to NNIT, and on the integration of MUH and Milk Link into Arla’s IT platform. 70 71 Consolidated finanCial statements/notes nOte 3.2. iMpairMent teStS accounting policies Impairment Impairment is indicated where the carrying amount of an asset is greater than its recoverable amount through either use or sale. For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use (cash-generating unit) that are largely independent of the cash inflows of other assets or cash-generating units. Goodwill is subjected to an impairment test at least once a year. The carrying amount is tested for impairment together with the other non-current assets in the cash-generating unit to which the goodwill is allocated. The recoverable amount of goodwill is recognised as the present value of the expected future net cash flows from the cash-gener- ating unit to which the goodwill is linked, discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and risks specific to the asset or cash-generating unit. Impairment of goodwill is recognised on a separate line in the income statement and is not reversed. note 3.2.a. impairment tests (DKKm) 2013 Finland UK Sweden Other total carrying amount as at 31 December 2012 Finland UK Sweden Other total carrying amount as at 31 December The carrying amount of other non-current assets is assessed annually to determine whether there is any indication of impairment. The assets are measured on the balance sheet at the lower value of the recoverable amount and the carrying amount. The recoverable amount of other non-current assets is the higher value of the asset’s value in use and the market value (fair value), less expected disposal costs. The value in use is calculated as the present value of the estimated future net cash flows from the use of the asset or the cash-generating unit of which the asset is part of. An impairment loss on other non-current assets is recognised in the income statement under production, sales and distribution costs or administration costs, respectively. Impairment made is reversed to the extent that the assumptions and estimates that led to the impairment have changed. 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. uncertainties and estimates The estimated useful lives of amortised and depreciated intangible assets and property, plant and equipment are reviewed regularly. Impairment tests for goodwill are performed every year and for other intangible assets when there are indications of impairment. An estimate is made as to whether the parts of the cash-generating unit to which the asset belongs will have the capacity to generate sufficiently positive net cash flows in the future (value in use) to support the carrying value of the asset and other net assets for the relevant part of the business. Because of the nature of the company, significant estimates are made of anticipated cash flows together with an assessment of the long-term growth rate as well as an assessment of a reasonable discount rate reflecting the risks inherent in the asset or cash-generating unit, which naturally results in a certain degree of uncertainty. Changes in the future cash flow or discount rate estimates used may result in materially different values. CARRYING AMOUNT, GOODWILL 298 3,702 132 479 4,611 appLieD key aSSuMptiOnS DISCOUNT RATE, NET OF TAX 7.3% 7.5% 7.7% 7.4% DISCOUNT RATE, BEFORE TAX 9.0% 8.3% 9,9% 7.8% 298 3,744 132 448 4,622 7.6% 7.8% 7.7% 7.6% 10.1% 10.2% 9.9% 8.4% Financial review Procedure for impairment tests Arla performs goodwill impairment testing annually and testing on general intangible assets when there is indication of impairment. Impairment testing is performed for each business area, since these represent the lowest level for cash-generating units (CGU’s) to which the carrying amount of intangible assets can be allocated and monitored with reasonable certainty. This level of allocation and monitoring of intangible assets should be seen in the context of the Group’s efforts to integrate acquired enterprises as rapidly as possible to be able to realise synergies. The Group’s goodwill for the business area Consumer UK was generated in connection with the purchase of the British Express Dairies in 2003 and 2007, the acquisition of full ownership of AFF in 2009 and the 2012 Milk Link merger. In Consumer Finland, the goodwill arose in connection with the 2007 purchase of Ingman. The remaining goodwill arose from the 2006 purchase of Tholstrup and the 2011 merger with Milko. The combined business areas Consumer DK and Consumer SE support the export business of Consumer International. This means that these earnings contribute to support the value of the assets here. That is the reason these goodwill amounts are tested together. There is no goodwill related to the business areas Consumer Germany & Netherlands and Arla Foods Ingredients. Applied estimates The recoverable amount for each cash-generating unit is determined based on its value in use. Calculations are based on forecasts that cover the following four fiscal years. The performed impairment tests do not include actual growth in the terminal value. In the applied forecasts, the milk is the most significant cost. The milk is recognised at a milk price that corresponds to the expected price at the time the test is performed. A discount rate (WACC) is applied for the specific business areas based on assumptions about interest rates, tax and risk premiums. Test results No impairments were performed of intangible assets in 2013. For goodwill in Finland, there was indication of an impairment loss because of the challenging competitive situation. Impairment testing showed that there was no need for impairments in 2013. In that regard, sensitivities to changes in milk prices and discount rates have been calculated. The discount rate may rise by 3.5 percentage points before the need for impairment arises. In 2013, underlying earnings improved over 2012. In our opinion, there are no significant risks to the Group’s general goodwill and there is no indication of impairment need for other intangible assets. nOte 3.3. prOperty, pLant anD eQuipMent accounting policies Property, plant and equipment are measured at cost less accumulated depreciation and impairment. Depreciation aims to allocate the cost of the asset, less any amounts estimated to be recovered at the end of its expected use, to the periods in which the Group obtains benefits from its use. Plant under construction, land and decommissioned plants are not depreciated. Cost Cost comprises the acquisition price as well as costs directly associated with the asset until such time as the asset is ready for its intended use. For self-constructed assets, cost comprises direct and indirect costs relating to materials, components, payroll etc. and the borrowing costs from specific and general borrowing that directly concerns the construction of assets. If significant parts of an item of property, plant and equipment have different useful lives, they are recognised as separate items (major components). When component parts are replaced, any remaining carrying value of replaced parts is removed from the balance sheet and recognised as an accelerated depreciation charge in the income statement. Subsequent expenditure items of property, plant and equipment are only recognised as an addition to the carrying amount of the item, when it is likely that incurring the cost will result in financial benefits for the Group. Other costs for e.g. general repair and maintenance are recognised in the income statement when incurred. Depreciation Property, plant and equipment are depreciated on a straight-line basis from the time of acquisition, or when the asset is available for use based on an assessment of the anticipated useful life. The estimated useful lives are as follows: Office buildings – 50 years Production buildings – 20 years Technical facilities and machinery – 5-20 years Other fixtures and fittings, tools and equipment – 3-7 years The depreciation base is measured taking into account the residual value of the asset, being the estimated value the asset can generate through sale or scrappage at the end of its useful life, and reduced by the impairment made, if any. The residual value is determined at the date of acquisition and is reviewed annually. Depreciation ceases when the carrying value of an item is lower than the residual value. Changes during the depreciation period or in the residual value are treated as changes to the accounting estimates, the effective of which is adjusted only in the current and future periods. Depreciation, to the extent it does not form part of the cost of self-constructed assets, is recognised in the income statement as production, sales and distribution costs or administration costs. uncertainties and estimates Estimates are made in assessing the useful lives of items of property, plant and equipment that determine the period over which the depreciable amount of the asset is expensed to the income statement. The depreciable amount of an item of property, plant and equipment is a function of the asset’s cost or carrying amount and its residual value. Estimates are made in assessing the amount that the Group can recover at the end of the useful life of an asset. An annual review of the appropriate- ness of the depreciation method, useful life and residual values of items of property, plant and equipment is undertaken. 72 73 Consolidated finanCial statements/notes note 3.3.a. property, plant and equipment (DKKm) 2013 Cost at 1 January Exchange rate adjustments Additions Transferred from assets in course of construction Disposals Cost at 31 December Depreciation and impairments at 1 January Exchange rate adjustments Depreciation for the year Impairment for the year Depreciation on disposals Depreciation and impairment at 31 December Carrying amount at 31 December Of which assets held under finance lease 2012 Cost at 1 January Exchange rate adjustments Additions Mergers and acquisitions Transferred from assets in course of construction Disposals Cost at 31 December Depreciation and impairments at 1 January Exchange rate adjustments Depreciation for the year Impairment for the year Depreciation on disposals Depreciation and impairment at 31 December Carrying amount at 31 December Of which assets held under finance lease LAND AND BUILDINGS PLANT AND MACHINERY FIXTURES AND FITTING, TOOLS AND EQUIPMENT ASSETS IN COURSE OF CONSTRUCTION 8,234 -120 327 1,277 -390 9,328 -2,895 49 -438 -34 200 -3,118 6,210 321 7,448 123 30 632 244 -243 8,234 -2,597 -34 -331 -64 131 -2,895 5,339 41 14,165 -213 732 1,530 -296 15,918 -7,628 119 -1,304 -91 243 -8,661 7,257 276 12,537 191 170 602 1,168 -503 14,165 -6,849 -104 -1,126 -4 455 -7,628 6,537 319 3,052 -74 228 233 -144 3,295 -2,272 59 -228 -1 107 -2,335 960 22 2,799 74 100 70 142 -133 3,052 -2,132 -59 -197 - 116 -2,272 780 33 2,988 -59 2,644 -3,040 -109 2,424 - - - - - - 2,424 - 1,270 36 3,019 233 -1,570 - 2,988 - - - - - - 2,988 - TOTAL 28,439 -466 3,931 - -939 30,965 -12,795 227 -1,970 -126 550 -14,114 16,851 619 24,054 424 3,319 1,537 -16 -879 28,439 -11,578 -197 -1,654 -68 702 -12,795 15,644 393 PROPERTY, PLANT AND EQUIPMENT 2013 PROPERTY, PLANT AND EQUIPMENT 2012 DK DKKm 6,150 SE DKKm 2,686 UK DKKm 5,144 GE DKKm 1,775 FI DKKm 370 NL DKKm 295 Other DKKm 431 DK DKKm 5,454 SE DKKm 3,082 UK DKKm 4,356 GE DKKm 1,681 FI DKKm 367 NL DKKm 328 Other DKKm 376 Financial review The item property, plant and equipment totalled DKK 16,851m compared with DKK 15,644m last year. The largest part of Arla’s tangible assets is located in its core markets in Denmark, Sweden, Germany and the UK. In 2013, Arla executed the biggest investment plan in the history of the company. Investments were primarily made in dairy structure and increased capacity. The year’s investments add a total of DKK 3,931m to property, plant and equipment, mainly from investments in Arla’s core markets. The construction of the new dairy in Aylesbury, UK, was completed in October 2013. Construction costs were realised within budget estimates at DKK 1,400m. The restructuring of yellow cheese, which involves moving production from Klovborg and Hjørring, has resulted in a capacity expansion investment at the Danish Taulov dairy of DKK 358m. Arla has entered into an agreement with a Chinese food business operator to produce milk powder for the baby foods segment. That order will involve expanding Arla’s milk powder facility at Arinco in Videbæk, an investment of DKK 111m. At Arla Foods Ingredients’ plant Danmark Protein in Nr. Vium, an investment of DKK 98m was made in a new drying tower, which will be used in the joint venture partnership with German DMK. The plants have not yet been completed and have been recognised in assets under construction. Arla continues to strive for efficiency improvements by investing in new facilities, which also means centralising production. In 2013, Arla announced the closure of the dairies in Ashby, UK and Göteborg/Skövde, Sweden. As a result of this Arla has recognised an impairment on assets of DKK 126m. nOte 3.4. BuSineSS COMBinatiOnS accounting policies Recognition date and considerations Newly acquired companies are recognised in the consolidated financial statements at the date when Arla obtains control. The purchase consideration is generally measured at fair value. If an agreement relating to a business combination requires that the purchase consideration be adjusted in connection with future events or the performance of certain obligations (contingent consideration), this portion of the purchase consideration is recognised at fair value at the date of acquisition. Changes in estimates relating to a contingent consideration are recognised in the income statement. Costs directly attributable to the acquisition are recognised in the income statement as incurred. identifiable net assets of the acquired company. Any goodwill that arises, which is not amortised, is tested annually for impairment. The methodology outlined above also applies to mergers with other cooperatives, where the owners of the acquired company become owners of Arla Foods amba: The purchase consideration is calculated as the acquisition date fair values of the assets transferred and equity instruments issued. Positive differences between the consideration and fair value are recognised as goodwill. Divestment Changes in the Group’s interest in a subsidiary that do not result in a loss of control are recognised as equity transactions. uncertainties and estimates For mergers and acquisitions where Arla acquires control of the company in question, the purchase method is applied. There can be uncertainty associated with the identification of assets, liabilities and contingent liabilities, and with measuring the fair value at the time of acquisition. Significant estimates are made in the measurement of the fair value of the consideration transferred by Arla in the acquisition of companies where the owners of the company acquired become owners of Arla. The measurement of the fair value of the company acquired is often used to determine the value of the consideration transferred by Arla, as this is a more reliable valuation basis considering that Arla’s equity is not based on a quoted price. The acquired assets, liabilities and contingent liabilities are generally measured at their fair value at the date of acquisition. Goodwill arises when the aggregate of the fair value of consideration transferred, previously held interest and the value assigned to non-controlling interest (NCI) holders exceeds the fair value of the When the Group loses control of a subsidiary, the carrying amount of the assets (including allocated goodwill) and liabilities of the subsidiary, together with any related NCI and other components of equity, such as foreign currency reserves, are derecognised. Gains and losses arising from divestments are recognised in the income statement under other operating income and costs. note 3.4.a. Business combinations Mergers and acquisitions in 2013 Arla made no acquisitions during 2013. 74 75 Consolidated finanCial statements/notes note 3.4.a. Business combinations (continued) (DKKm) Mergers and acquisitions in 2012 Company Milk Link Limited, UK Milch-Union Hocheifel eG, Germany Others 2012 Intangible assets (excl. goodwill) Property, plant and equipment Other assets Liabilities total net assets acquired Goodwill purchase price Cash in acquired company Issued capital Other payment Cash payment during the year INCOME STATEMENT CONSOLIDATED FROM HOLDING ACQUIRED REVENUE PER YEAR NO. OF EMPLOYEES 1 October 1 October - MILK LINK - 579 1,552 -1,902 229 629 858 -101 -396 -53 308 100% 100% 100% MUH 22 958 1,022 -1,679 323 - 323 -39 -291 -32 -39 4,743 5,330 34 OTHERS 4 - 5 -9 - 27 27 - - -7 20 1,267 951 6 TOTAL 26 1,537 2,579 -3,590 552 656 1,208 -140 -687 -92 289 Financial review Mergers and acquisitions in 2012: Milk Link On 1 October 2012, Arla merged with the British company Milk Link with an annual milk weighing-in of approx. 1.3bn kg. Milk Link primarily produces cheese both under its own brands and under retailer brands. Arla merged by paying DKK 409m. Furthermore, Arla issued DKK 396m in new contributed capital to Milk Link and – based on fair values of identified net assets – goodwill stood at DKK 629m. Goodwill could primarily be attributed to the premium paid for the capacity to establish a full dairy company as well as obtaining a market leading position in the British market. The competition authorities stipulated that Arla was required to divest its UHT business in connection with the Crediton dairy as a condition for the executed merger. MUH On 1 October 2012, Arla merged with the German company Milch-Union Hocheifel (MUH) with an annual milk weighing-in of approx. 1.3bn kg. MUH primarily produces UHT milk for the German market as well as for export. Arla merged by issuing DKK 277m in new contributed capital as well as DKK 14m in non-distributed collective capital to MUH. Moreover, Arla assumed a liability of DKK 32m. nOte 3.5. JOint ventureS anD aSSOCiateS accounting policies Interests in joint ventures and associates Interests in joint ventures and associates are recognised in the balance sheet using the equity method. The equity accounted investment is presented as a single line item and measured at the original cost, including any goodwill arising on acqui- sition, together with the Group’s share of any post-acquisition profit or loss and OCI, prepared in accordance with the Group’s accounting policies. ‘The Group’s share of the net profit or loss for the year for joint ventures and associates is recognised in the Group’s income statement. note 3.5.a. Joint ventures (DKKm) 2013 Revenue Results after tax Total assets Total liabilities Ownership share Group share Results after tax recognised value, total 2012 Revenue Results after tax Total assets Total liabilities Ownership share Group share Results after tax recognised value, total ARNOCO GMBH, GERMANY ARLA FOODS INGREDIENTS SA, ARGENTINA BIOLAC GMBH, GERMANY DAN VIGOR LTDA., BRAZIL TOTAL INVESTMENTS IN JOINT VENTURES - -3 273 79 50% -1 78 512 41 609 327 50% 12 128 581 49 309 56 50% 30 127 242 23 131 30 50% 10 64 1,335 110 1,322 492 51 397 ARNOCO GMBH, GERMANY ARLA FOODS INGREDIENTS SA, ARGENTINA ARLA FOODS UK FARMERS, UK BIOLAC GMBH, GERMANY DAN VIGOR LTDA., BRAZIL TOTAL INVESTMENTS IN JOINT VENTURES OTHERS - -1 97 - 50% 1 45 449 40 559 310 50% 20 121 - - 270 - 50% - 88 555 75 315 66 50% 37 125 242 23 131 30 50% 16 65 - - - - 40-50% -45 - 1,246 137 1,372 406 29 444 76 77 Consolidated finanCial statements/notes note 3.5.b. transactions with joint ventures (DKKm) Sale of goods to Joint Ventures Purchase of goods from Joint Ventures Trade receivables Trade payables note 3.5.c. associates (DKKm) 2013 Revenue Results after tax Total assets Total liabilities Arla group share: Ownership interest Net profit for the year recognised value, total 2012 Revenue Results after tax Total assets Total liabilities Arla group share: Ownership interest Net profit for the year recognised value, total note 3.5.d. transactions with associates (DKKm) Sale of goods to associates Purchase of goods from associates Trade receivables Trade payables 2013 2012 nOte 3.6. aSSetS HeLD FOr SaLe CHINA COFCO DAIRY HOLDING LIMITED SVENSK MJöLK - 50 4,296 - 5.7% 71 1,770 81 38 298 120 73% 11 104 CHINA COFCO DAIRY HOLDING LIMITED SVENSK MJöLK - 661 4,468 - 5.9% 39 1,732 147 3 236 50 51% 5 90 129 2 41 2 OTHERS 75 3 996 743 30-50% 7 82 OTHERS 75 3 996 743 30-50% - 84 112 - 83 - TOTAL INVESTMENTS IN ASSOCIATES 142 697 5,597 808 89 1,956 TOTAL INVESTMENTS IN ASSOCIATES 222 667 5,700 793 44 1,906 2013 2012 205 204 34 9 247 165 25 15 accounting policies Assets held for sale are non-current assets and divestment groups whose value will highly probable to be recovered through a sale within 12 months rather than ongoing use within the Group’s operations. Assets held for sale and divestment groups are measured at the lower of their carrying amount at the classification date as ‘held for sale’ and their fair value, less cost to sell. Property, plant and equipment and intangible assets are not depreciated or amortised from the time they are classified as ‘held for sale.’ Any impairment loss on a divestment group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis, except that no loss is allocated to items that continue to be measured in accordance with the Group’s other accounting policies, such as inventories, financial assets and deferred tax assets. Impairment that arises at the initial classification as ‘held for sale’, and any profit or loss in connection with subsequent remeasurement is recognised in the income statement under the items to which it relates. note 3.6.a. assets (DKKm) assets held for sale comprise the following individual assets: Fixed assets Current assets Carrying amount assets note 3.6.b. Liabilities (DKKm) Liabilities associated with assets held for sale: Current liabilities Carrying amount, liabilities Financial review Assets classified as held for sale in 2012 primarily concerned the UHT business relating to the dairy in Crediton, UK. In connection with the merger with Milk Link, the competition authorities required this part of the business to be sold. This took place in 2013. Assets and liabilities classified as held for sale moreover relate to land and buildings, which are expected to be sold off within the next 12 months. In 2013 the assets held for sale amounts to DKK 200m, which consist of land in the UK. 2013 2012 200 - 200 262 94 356 2013 2012 - - 49 49 Financial review During 2013, Arla’s owners and AFMP farmers in the UK decided on a merger. As a consequence, Arla acquired the remaining 50 per cent ownership share of Arla Foods UK Farmers J.V. Company Limited, UK, and hereby bought the minority share of the Arla UK business. In 2012, Arla invested DKK 1,8bn in an equity interest in COFCO Dairy Holdings Limited, which makes Arla an indirect co-owner of the largest Chinese dairy business, China Mengniu Dairy Company Limited that is registered at the Hong Kong Stock Exchange. Mengniu publishes its annual report in March 2014. The computation of Arla’s share of profit of the year and share of equity is based on the latest published financial information from the company, other publicly available information on the company’s financial development and the effect of re-assessed net assets. Fair value of shares 31 December 2013 equals DKK 2,706m 78 79 Consolidated finanCial statements/notes nOte 3.7. prOviSiOnS accounting policies reporting date for the persons affected by the plan. No provision is made for future operating losses. uncertainties and estimates Provisions The provisions in the balance sheet represent the best estimate of the amount that will be required to settle either a present legal or constructive obligation arising from a past event, and it is probable that the Group will be required to pay an amount that can be reliably estimated. The obligation arises as a result of present legal or constructive obligations. Restructuring provisions Costs relating to restructurings are recognised as liabilities when a detailed, formal plan for the restruc- turing is published no later than at the Onerous contracts A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. Insurance provisions Insurance provisions are recognised on the basis of the risk relating to future payment of losses, injuries or damages that have already occurred. Insurance provisions primarily cover provisions relating to occupational injuries. Provisions are particularly associated with estimates on restructurings and insurance provisions. The scope and size of onerous contracts as well as employee and other liabilities related to the restructuring are also estimated. Insurance provisions are assessed based on historical records of, among other things, the number of insurance events and related costs. note 3.7.a. provisions (DKKm) 2013 Provisions at 1 January Exchange rate adjustments New provisions during the year Reversals Used during the year provisions at 31 December Current provisions Other non-current provisions total provisions 2012 Provisions at 1 January Exchange rate adjustments New provisions during the year Reversals Used during the year provisions at 31 December Current provisions Non-current provisions total provisions INSURANCE PROVISIONS RESTRUCTURING PROVISIONS OTHER PROVISIONS 130 - 48 -37 -26 115 49 66 115 128 - 33 -13 -18 130 53 77 130 81 -1 167 - -81 166 166 - 166 117 3 59 -98 81 81 81 54 -2 81 -1 -33 99 99 - 99 78 1 33 -8 -50 54 54 54 Financial review Provisions totalled DKK 380m as at 31st December 2013, which represents an increase of DKK 115m compared to last year. Provisions primarily pertain to insurance provisions (occurred but not reported) and restructuring provisions. Insurance provisions primarily concern occupational injuries. Payment relating to these totalled DKK 26m in 2013 (2012: DKK 18m). New provisions of DKK 48m were recognised. Restructuring provisions pertained to the decommissioning of facilities related to restructuring; Ashby in UK and Göteborg in Sweden will be closed. Minor new provisions were made for redundancies in connection with the efficiency programmes. Restructuring provisions were reduced over the course of the year in line with disbursements of termination benefits, etc. Other provisions include such charges as onerous contracts. With the exception of occupational injuries, all provisions are expected to be exercised within one year. 80 note 4. Financial Matters This note describes the Group’s capital structure, financing, liquidity and related items. Arla’s investments are financed with both equity and with external funding. The balance between the two is expressed in the equity ratio. The Group’s net interest-bearing debt (NIBD) consists of current and non-current liabilities to banks and credit institutions, less interest-bearing assets. Arla’s definition of leverage is the ratio between Net interest bearing debt including pensions and EBITDA and expresses the Group capacity to service its debt. Arla’s long-term target range for leverage is between 2.8–3.4. The Group’s policy is to retain a credible balance between debt, equity and earnings resulting in a robust credit rating at investment grade level. Financial risks are managed by the Corporate Treasury and Finance Department in accordance with the Treasury and Funding Policy approved by the Board of Directors. Arla’s ambition is to reduce its refinancing risk by ensuring a reasonable spread in its repayment profile for its interest bearing debt. Risks related to interest and foreign ex-changes rates are managed by use of derivatives. Hedging the volatility in milk prices is not within the scope of financial risk management, but an inherent component of the Arla business model. NET INTEREST BEARING DEBT (DKKm) 21,000 18,000 15,000 12,000 9,000 6,000 3,000 0 2009 2010 2011 2012 2013 4.0 NIBD incl. Pensions Leverage Target range - leverage 2.8-3.4 3.5 3.0 2.5 2.0 nOte 4.1. FinanCiaL iteMS accounting policies Financial income and financial costs Interest income and costs as well as capital gains and losses etc. are recognised in the income statement at the amounts that can be attributed to the period. Additionally, financial items comprise realised and unrealised value adjustments of note 4.1.a. Financial income (DKKm) Interest, cash and cash equivalents Interest, securities Fair value adjustments etc. Other financial income Total financial income securities and currency adjustments on financial assets and financial liabilities, depreciation of financial assets and liabilities as well as the interest portion of finance lease payment. Additionally, realised and unrealised gains and losses on financial derivative instruments not classified as hedging contracts are included. Borrowing costs from general borrowing or loans that directly relate to the acquisition, construction or development of qualified assets are attributed to the cost of such assets, and are therefore not included in financial costs. Financial income and costs relating to financial assets and financial liabilities are recognised using the effective interest method. 2013 2012 8 18 7 4 37 10 48 38 5 101 81 Consolidated finanCial statements/notes note 4.1.b. Financial costs (DKKm) Financial costs on financial instruments measured at amortised cost Foreign exchange losses (net) Fair value adjustments Interest, pension obligations Interest transferred to property, plant and equipment Other financial cost Total financial costs Financial review Finance income and costs totalled a net DKK 660 million in 2013 against DKK 518 million in 2012. The increase primarily relates to foreign exchange adjustments , fair value adjustments and increasing interest expense due to higher net interest bearing debt. As a result of increasing borrowing activities, the Group’s finance costs increased compared with last year. Average net interest cost, excluding pensions, totalled 3.1% compared with 2.9% in 2012. 2013 2012 -434 -165 -3 -112 30 -13 -697 -440 -131 - -46 11 -13 -619 note 4.2.a. Borrowings (DKKm) Long-term borrowings: Issued bonds Mortgage credit institutions Bank borrowings Finance lease liabilities Other payables total Short-term borrowings: Mortgage credit institutions Bank borrowings Commercial papers Finance lease liabilities Other payables total 2013 2012 2,508 6,143 4,265 430 54 13,400 77 5,221 1,155 147 16 6,616 1,309 5,943 4,245 411 78 11,986 56 6,529 549 135 - 7,269 nOte 4.2 net intereSt-Bearing DeBt accounting policies Financial instruments Financial instruments are recognised at the date of trade. Arla ceases recognising financial assets when the contractual rights to the underlying cash flows either cease to exist or are transferred to the purchaser of the financial asset and substantially all risks and rewards related to ownership are also transferred to the purchaser. Financial assets and liabilities are offset and the net amount presented in the balance sheet when and only when the Group obtains a legal right of offsetting and either intends to offset or settle the financial asset and the liability simultaneously. Available-for-sale financial assets Financial assets classified as available for sale consist of mortgage credit bonds, which correspond in part to raised mortgage debt. Available-for-sale financial assets are measured on first-time recognition at fair value plus transaction costs. The financial assets are subsequently measured at fair value with adjustments made in other comprehensive income and accumulated in the reserve. Interest income, impairment as well as foreign currency translation adjustments of debt instruments are recognised in the income statement on a continuous basis under financial income and financial expenses. For sales of financial assets classified as available for sale, realised gains or losses are recognised under financial income and financial expenses. Financial assets measured at fair value Securities classified at fair value consist primarily of listed securities, which are monitored, measured and reported continuously in accordance with the Group’s Treasury and Finance policy. Changes in the fair value are recognised in the income statement under financial income and financial expenses. Liabilities Debts to mortgage and credit institutions etc. as well as issued bonds are measured at the trade date upon first recognition at fair value plus transaction costs. Subsequently, liabilities are measured at amortised cost with the difference between the loan proceeds and the nominal value recognised in the income statement over the expected life of the loan. Capitalised residual lease obligations relating to finance lease agreements are recognised under liabilities, measured at amortised cost. Other financial liabilities are measured at amortised cost. Cash and cash equivalents Cash and cash equivalents consist of readily available cash at bank and deposits together with exchange listed debt securities with an original maturity of three months or less, which have only an insignificant risk of changes in value and can be readily converted to cash or cash equivalents. total long-term and short-term borrowings 20,016 19,255 note 4.2.b. net interest-bearing debt (DKKm) Securities, cash and cash equivalents Other interest-bearing assets Current liabilities Non-current liabilities net interest-bearing debt excl. pension liabilities Pension liabilities net interest-bearing debt incl. pension liabilities -4,560 -190 6,616 13,400 15,266 2,593 17,859 -5,093 -146 7,318 11,937 14,016 3,129 17,145 82 83 Consolidated finanCial statements/notes note 4.2.c. net interest-bearing debt excl. pension obligations, maturity (DKKm) 31 December 2013 DKK EUR GBP SEK Other total 31 December 2012 DKK EUR GBP SEK Other total total 5,632 3,373 2,212 3,745 304 15,266 total 6,643 1,943 2,797 2,100 533 14,016 2014 -304 842 261 1,217 16 2,032 2013 437 375 500 784 217 2,313 2015 102 536 545 8 285 1,476 2014 5 587 1.349 9 314 2,264 2016 157 162 96 1,259 - 1,674 2015 249 303 575 - - 1,127 2017 172 577 1,195 - - 1,944 2016 148 290 - 1,307 - 1,745 2018 188 309 67 1,249 - 1,813 2017 298 22 366 - - 686 2019 392 553 12 - - 957 2018 376 358 - - - 734 2020 2021-2023 After 2023 3,369 1,149 407 140 51 203 - 24 12 - 12 - 2 1 - 3,511 1,237 622 2019 2020-2022 After 2022 4,204 551 375 - 1 7 7 - - - - - 2 - - 4,213 552 382 MATURITY OF NET INTEREST BEARING DEBT, 2013 PERSPECTIVE, (DKKm) MATURITY OF NET INTEREST BEARING DEBT, 2012 PERSPECTIVE, (DKKm) 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 2014 2015 2016 2017 2018 2019 2020 2021- 2023 After 2023 2013 2014 2015 2016 2017 2018 2019 2020- 2022 After 2022 Maturity profile Unutilised committed facilities Maturity profile Unutilised committed facilities 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 84 note 4.2.d. interest rate risk as at 31 December (DKKm) 2013 Issued bonds: SEK 350m maturing 22.06.2016 SEK 1.000m maturing 04.06.2018 SEK 1,150m maturing 22.06.2016 SEK 500m maturing 04.06.2018 Total issued bonds Mortgages credit institutions: Floating-rate Fixed-rate Total mortgages credit institutions Bank borrowings: Fixed rate Floating-rate Total bank borrowings Commercial papers: Fixed-rate Total commercial papers Finance lease liabilities: Fixed-rate Floating-rate Total finance lease liabilities 2012 Issued bonds: SEK 350m maturing 22.06.2016 SEK 1,150m maturing 22.06.2016 Total bonds issued Mortgages credit institutions: Floating-rate Fixed-rate Total mortgages credit institutions Bank borrowings: Fixed rate Floating-rate Total bank borrowings Commercial papers: Fixed-rate Total commercial papers Finance lease liabilities: Fixed-rate Floating-rate Total finance lease liabilities INTEREST RATE AVERAGE INTEREST RATE FIXED FOR CARRYING AMOUNT INTEREST RATE RISK Fixed Fixed Floating Floating Floating Fixed Fixed Floating Fixed Fixed Floating Fixed Floating Floating Fixed Fixed Floating Fixed Fixed Floating 5.00% 3.25% 2.73% 2.78% 3.18% 1.24% 2.96% 1.24% 0.44% 1.59% 1.16% 1.72% 1.72% 5.03% 2.85% 3.48% 5.00% 3.10% 3.54% 1.20% 2.96% 1.20% 0.56% 1.65% 1.26% 2.35% 2.35% 5.05% 2.85% 4.59% 2-3 years 4-5 years 0-1 year 0-1 year 0-1 year 3-4 years 0-1 year 0-1 year 0-1 year 0-4 years 0-1 year 3-4 years 0-1 year 0-1 year 3-4 year 0-1 year 0-1 year 0-1 year 0-5 year 0-1 year 292 837 961 418 2,508 6,208 12 6,220 3,521 6,042 9,563 1,155 1,155 168 409 577 306 1,003 1,309 5,982 17 5,999 3,882 6,963 10,845 549 549 229 317 546 Fair value Fair value Cash flow Cash flow Cash flow Fair value Fair value Cash flow Fair value Fair value Cash flow Fair value Cash flow Cash flow Fair value Fair value Cash flow Fair value Fair value Cash flow 85 Consolidated finanCial statements/notes The table below discloses the interest profile of Net Interest Bearing Debt at 31 December. INTEREST PROFIL - NET INTEREST BEARING DEBT 2013 INTEREST PROFIL - NET INTEREST BEARING DEBT 2012 m K K D D B N I 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 m K K D D B N I 15,000 12,000 9,000 6,000 3,000 0 1Y 2Y 3Y 4Y 5Y 6Y 7Y 10Y 15Y 25Y 1Y 2Y 3Y 4Y 5Y 6Y 7Y 10Y 15Y 25Y Fixed debt Fixed via Swap Fixed via options (delta) Floating debt Note 4.2.e. Currency profile of borrowings (DKKm) Currency profile of borrowings before and after derivative financial instruments 2013 (DKKm) DKK EUR GBP SEK Other total 2012 DKK EUR GBP SEK Other total ORIGINAL PRINCIPAL 5,632 3,373 2,212 3,745 304 15,266 6,643 1,943 2,797 2,100 533 14,016 EFFECT OF SWAP -830 1,253 1,666 -2,089 - -830 871 1,266 -1,307 - AFTER SWAP 4,802 4,626 3,878 1,656 304 15,266 5,813 2,814 4,063 793 533 14,016 Financial review The Group’s net interest-bearing debt, including pensions, increased from DKK 17,145 million at 31 December 2012 to DKK 17,859 million at 31 December 2013. Net interest-bearing debt, excluding pension obligations, increased by DKK 1,250 million to DKK 15,266 million at 31 December 2013, primarily relating to investments in Property, plant and equipment, higher accounts receivable and stocks due to higher milk price. The Group’s leverage ratio decreased and totalled 3.2 at 31 December 2013 (31 December 2012: 3.9). This is within the Group’s long-term objective of 2.8-3.4, and the Group constantly focuses on reaching its objective. The solvency ratio represented 28% at 31 December 2013 compared with 25% at 31 December 2012. nOte 4.3. FinanCiaL riSkS Financial risk management Financial risks are an inherent part of Arla’s operating activities and Arla’s profit is therefore impacted by the developments in currencies, interest rates and certain types of commodities. The global financial markets are volatile and, thus, it is critical for Arla to have a well implemented financial risk management approach in order to mitigate short-term market volatilities while at the same time achieving the highest possible milk price. Arla’s comprehensive financial risk management strategy and system builds on a thorough understanding of the interaction between Arla’s operating activities and the financial risks. The overall framework for managing financial risks (the Treasury and Funding Policy) is approved by the Board of Directors and managed centrally by the Corporate Treasury & Finance department. The Treasury and Funding Policy states risk limits for each type of financial risk, permitted financial instruments and counterparties. Hedging the volatility of milk prices is not within the scope of financial risk management, but an inherent component of the Arla business model. Each month, the Board of Directors receives a report on Arla’s financial risk exposures from the Corporate Treasury & Finance department which manages the financial risks on a continuous basis. note 4.3.a. Liquidity risk Related business activity Liquidity is vital for Arla to be able to pay its financial liabilities as they become due. Risk impact Insufficient liquidity will hinder Arla in meeting its financial liabilities on a timely basis. This could cause breaches of loan covenants, reduce the ability to pay for cooperative owner milk and in the extreme impact Arla’s ability to continue as a going concern. Mitigation process Arla seeks to have diversified funding with a balanced mix in maturity and counterparties. Arla has centralised its cash management in order to optimise the cash position within the Group. Performance indicator Level of unutilised credit facilities and available cash and securities. Policies and systems The Treasury and Funding Policy states the threshold for minimum average maturity for net interest bearing debt and limitations on debt maturing within the next 12 and 24 months. Activities in 2013 In the 2013 acquired businesses has been included in the central cash management setup where after more than 90% are handled centrally. Credit facilities and free cash have during 2013 been on a comfortable level. Liquidity reserves (DKKm) Cash refunds Securities (free cash flow) Unutilised committed loan facilities Other unutilised loan facilities total Financial review Arla manages liquidity risk by ensuring the availability of sufficient operating liquidity and credit facilities for operations. Any major acquisitions or investments are funded separately. The management of the day-to-day liquidity flow is, representing more than 90% of the net revenue of the Group, conducted by Arla Foods Finance A/S, via cash pool arrangements with the Group’s banks. This secures a scalable and efficient operating model. Within Arla, the companies with excess liquidity finance the companies with liquidity deficits. As a result, the Group achieves a cost-efficient utilising of credit facilities. The credit facilities contains relaxed financial covenants on Equity/Total Assets and minimum Equity as well as standard non-financial covenants. Arla did not in 2013 nor in 2012 default on or fail to fulfil any loan agreements. Further information on net interest bearing debt is provided in note 4.2. 2013 2012 566 92 1,858 3,513 6,029 734 123 2,777 3,939 7,573 The Group’s cash resources decreased from DKK 7,573 million at 31 December 2012 to DKK 6,029 million at 31 December 2013. The decrease was according to plan and cash resources are continually managed at a comfortable level. 86 87 Consolidated finanCial statements/notes note 4.3.b Funding activities Access to funding is vital for Arla to be able to fulfil its strategy and ambitions. Risk impact Insufficient funding will hinder Arla in achieving its strategic ambitions. Mitigation process Arla seeks to have a diversified funding platform comprising bilateral bank financing, mortgage loans, supranationals, capital market bond issues, commer- cial papers and financial leases. The funding of mergers, acquisitions and major investments is assessed separately. The funding strategy is supported by the members’ long-term commitment to invest in the company. Performance indicator Average maturity for interest-bearing debt. Diversified funding platform for both counterparties and markets. Counterparties’and investors’ perception of Arla as an investment grade credit. Policies and systems The Treasury and Funding Policy states the threshold for minimum average maturity for net interest bearing debt as well as a financing strategy approved by the Board of Directors. It is Arla’s objective to maintain its credit quality at a robust investment grade level. Activities in 2013 During 2013 Arla has strengthened its funding platform by establishing an EMTN bond program enabling a fast and cost efficient access to the European bond program markets. Gross financial liabilities (DKKm) Non-discounted contractual cash flows 2013 Issued bonds Mortgage credit institutions Credit institutions Finance lease liabilities Other non-current borrowings Interest expense - interest-bearing debt Trade payables Derivative instruments total 2012 Issued bonds Mortgage credit institutions Credit institutions Finance lease liabilities Interest expense - interest-bearing debt Trade payables Derivative instruments total Carrying aMOunt 2,508 6,220 10,640 577 tOtaL 2,508 6,390 10,640 576 2014 - 79 6,512 147 2015 - 79 1,067 135 2016 1,259 157 321 126 2017 - 156 1,999 160 2018 1,249 180 223 8 2019 - 406 221 - 2020 - 407 220 - 2021- 2023 - 1,440 77 - aFter 2023 - 3,486 - - 70 70 16 16 16 16 6 - - - - - 7,575 623 28,213 1,082 7,575 907 29,748 208 7,575 423 14,960 160 - 171 1,628 152 - 104 2,135 96 - 68 2,495 82 - 56 1,804 54 - 30 711 49 - 5 681 Carrying aMOunt 1,309 5,999 11,323 546 - 6,881 864 26,922 tOtaL 1,307 6,011 11,855 546 1,073 6,881 1,282 28,955 2013 - 55 7,206 134 157 6,881 215 14,648 2014 - 70 2,493 266 142 - 165 3,136 2015 - 70 1,158 74 139 - 153 1,594 2016 1,307 150 189 60 131 - 138 1,975 2017 - 149 795 12 65 - 114 1,135 2018 - 2019 - 148 8 - 74 - 110 340 383 6 - 58 - 92 539 118 - 8 1,643 2020- 2022 - 1,555 - - 142 - 64 1,761 163 - 42 3,691 aFter 2022 - 3,431 - - 165 - 231 3,827 assumptions The contractual cash flows are based on the following assumptions: The cash flows are based on the earliest possible date at which Arla can be required to settle the financial liability. The interest rate cash flows are based on the contractual interest rate. Floating interest rate payment have been determined using the current floating rate for each item at the reporting date. Financial review Arla applies a diversified funding strategy in order to mitigate the liquidity and refinancing risk and given the balanced funding to achieve an attractive low financing cost. During 2013 Arla has raised following kind of funding: Credit institutions: Arla uses bank loans as part of the daily liquidity management. Mortgage credit intitutions: Arla raises long-term funding by obtaining mortgage loans under the Danish Mortgage Act with mandatory security in land and buildings. Issued bonds: Arla made one issue in 2013. The issue was split between a five year SEK 1.000 million bond with a fixed coupon of 3.25% and a SEK 500 million bond with a floating interest coupon of Stibor 3 months + 1.7%. Commercial papers: Arla raises short-term funding by having a commercial paper program in Sweden denominated in SEK and EUR. Currently the commercial papers are issued in SEK. The average utilization in 2013 has been in the level of 1,000 million SEK. Repo: Arla raises short-term funding by entering into sale and repurchase arrangement of its investment in listed Danish Mortgage Bonds. This sale and repurchase agreement has been described in further details in note 4.6. note 4.3.c. Currency risks Related business activity Currency risks arise from Arla’s export activities, investments and financing activities. Risk impact on balance sheet Changes in currency rates could cause volatility in the balance sheet, equity and cash flow. Risk impact on profit Volatility in currency rates impacts Arla’s revenue, cost of sales and financial items with a potential adverse effect on milk prices and cash flow. Mitigation process The majority of local funding are obtained in local currencies. Investments in subsidiaries are normally not hedged. Mitigation process The currency exposure is continuously managed by the Corporate Treasury & Finance department. The individual currency exposures are hedged in accordance with the Treasury and Funding Policy. Performance indicator Realised foreign exchange gains and losses and predictability in short-term performance. REVENUE BY CURRENCY 2013 REVENUE BY CURRENCY 2012 GBP 27% EUR 31% SEK 16% DKK 12% USD 10% Others 4% GBP 26% EUR 26% SEK 19% DKK 14% USD 10% Others 5% Policies and systems The Treasury and Funding Policy and a profound understanding of Arla’s business combined with a deep knowledge of the financial markets. Activities in 2013 During 2013, Arla continued to hedge its forecasted sales and purchases in foreign currencies, always taking the current market situation into consideration. 88 89 Consolidated finanCial statements/notes note 4.3.c. Currency risks (continued) Currency exposures (DKKm) 2013 Financial liabilities Financial assets Derivatives net external exposures Net internal exposure from financial activities net exposures The net exposure relates to: Hedging of expected commercial cash flow that qualify for hedge accounting Hedging of expected commercial cash flow where hedge accounting is not used Exposure not hedged Applied sensitivity Impact on profit or loss Impact on OCI 2012 Financial liabilities Financial assets Derivatives net external exposures Net internal exposure from financial activities net exposures The net exposure relates to: Hedging of expected commercial cash flow that qualify for hedge accounting Hedging of expected commercial cash flow where hedge accounting is not used Exposure not hedged Applied sensitivity Impact on profit or loss Impact on OCI *) Incl SAR and AED EUR/DKK USD/DKK*) GBP/DKK SEK/DKK -3,212 3,386 -1,248 -1,074 -4 -1,078 - -1,078 - 1% -11 0 -2,099 2,014 -1,350 -1,435 440 -995 - -995 - 1% -14 - -119 1,195 -2,181 -1,105 -65 -1,170 -957 -213 - 5% -11 -48 -158 992 -1,750 -916 -96 -1,012 -727 -285 - 5% -14 -36 -1,743 903 -3,496 -4,336 3,716 -620 -936 0 316 5% 16 -47 -233 1,212 -1,315 -336 -82 -418 -676 - 176 5% 9 -34 -3,842 304 1,545 -1,993 1,713 -280 -167 -113 - 5% -6 -8 -1,984 473 340 -1,171 1,015 -156 - -156 - 5% 8 - assumptions for the sensitivity analysis The sensitivity analysis only includes currency exposures arising from financial instruments and thus, the analysis does not include the hedged future commercial transactions. The applied change in the exchange rate is based on the historical currency fluctuations and the sensitivity analysis assumes unchanged interest rate levels. Financial review Arla operates in many different countries and has significant investment in operations outside Denmark, of which UK, Germany and Sweden represent the largest part of the business by net revenue, profit, and assets. A major part of the currency risk from net revenue denominated in foreign currencies are offset by sourcing in the same currency. The currency risks primarily arise from transaction risks in the form of future commercial and financial payment and translation risks relating to investments in foreign operations in the form of subsidiaries, joint ventures and associated companies. The financial instruments used to hedge the currency exposures need not to qualify for hedge accounting and hence, some of the applied financial instruments (i.e., option strategies) are accounted for as at fair value through profit or loss. The transaction risks arise out of sales or sourcing in currencies different from the functional currency in each subsidiary. Measured in nominal DKK the Group’s consolidated risk is largest in EUR, followed by USD, GBP and SEK. According to the Treasury Policy the Corporate Treasury & Finance department can hedge: Up to 15 months of the net forecasted cash receipts and payables. The level of hedging activity is affected by factors such as the underlying business, currency rates and the time until forecasted cash flow will occur. Up to 100% of net recognized trade receivables and trade payables. The EMG has the discretion to decide if and when investment in foreign operation should be hedged (translation risks). This aggregate group level currency exposure is composed of all assets and liabilities denominated in foreign currencies, and economic hedged projected cash flows for unrecognized firm commitments, and anticipated transactions. This analysis excludes net foreign currency investments in subsidiaries together with instruments hedging these investments. The hedging relationships are fully effective and hence, the net impact on profit or loss and other compre- hensive income from the movements in currency rates are negligible. note 4.3.d interest rate risk Related business activity Interest rate risks arise from Arla’s funding activities and pension liabilities. Risk impact An increase in interest rates impacts Arla’s financial items with an adverse effect on milk prices but with a positive impact in OCI from revaluation of pension liabilities and interest hedges. Mitigation process The interest rate exposures are continuously managed by the Corporate Treasury & Finance department. The exposures are hedged in accordance with the Treasury and Funding Policy. Performance indicator Predictability of realised funding costs. Policies and systems The Treasury and Funding Policy and a profound understanding of Arla’s business combined with a deep knowledge of the financial markets. Activities in 2013 The interest rate risk from refinancing was partly hedged by entering into interest rate swaps. Sensitivity based on a 1 percentage point increase in interest rates (DKKm) CARRYING VALUE SENSITIVITY Potential accounting impact OCI P/L 2013 Financial assets Derivatives Financial liabilities niBD excl. pensions Pensions niBD incl. pensions Following year’s cash flow impact 2012 Financial assets Derivatives Financial liabilities niBD excl. pensions Pensions niBD incl. pensions Following year’s cash flow impact -4,750 - 20,016 15,266 2,593 17,859 -5,239 - 19,255 14,016 3,129 17,145 1% 1% 1% 1% 1% 1% 1% 1% 41 62 -164 -21 -82 46 53 -157 - -58 13 364 - - 13 383 - - Financial review Arla is exposed to interest-rate risks on interest bearing borrowings, pension obligations, interest bearing assets and the impairment test of non-current assets. The risk is divided between profit and loss exposure and exposure to other comprehensive income. The profit and loss exposure relates to net interest paid , valuation of marketable securities and potential impairments of fixed assets. The exposure to other comprehensive income relates to revaluation of net pension liabilities and interest hedging instruments. The interest rate risk from net borrowing is managed by having an appropriate split between fixed and floating interest rates. The Corporate Treasury & Finance department actively uses derivative financial instruments to reduce the risks related to fluctuations in the interest-rate and to manage the re-pricing profile of Arla’s debt. According to the Treasury Policy the average duration of the net interest bearing debt should be between 1 and 7. Fair value sensitivity A change in interest rates will impact the fair value of Arla’s interest bearing assets, interest rate derivative instruments and debt instruments measured at either fair value through profit or loss, or through other comprehensive income. The table above shows the fair value sensitivity. The sensitivity is based on a 1%-point increase in interest rates. A decrease in the interest rate would have the reverse effect. The sensitivity on pensions can be calculated for the pension obligation, however a large part of the assets is invested in non interest bearing assets like stocks and property where the sensitivity can’t be calculated and therefore we haven’t stated a sensitivity on the net pension obligation. Cash flow sensitivity A change in interest rates will impact the interest rate payment on Arla’s un-hedged floating rate debt. The table above shows the one year cash flow sensitivity from 1%-point increase in interest rates on the un-hedged floating rate instruments recognised as at 31 December. A decrease in the interest rate would have the reverse effect. The average duration of the Group’s net inter- est-bearing debt, excluding pensions, was reduced from 3.5 at 31 December 2012 to 2.9 at 31 December 2013 as a result of the raising of new variable loans and the time lapsed. Part of the new variable-rate loans has been converted into fixed interest rate loans by means of interest swaps. 90 91 Consolidated finanCial statements/notes note 4.3.e. Commodities Related business activity Commodity risks arise from Arla’s operating activities of buying energy, but also to a minor extent the commodities used in production. Risk impact Increased commodity prices impacts the cost of production and cost of distribution negatively. This could have an adverse effect on the milk price to members. Mitigation process Commodity price risks are mainly hedged by entering into fixed price contracts with suppliers. However, certain commodities, such as energy, are hedged using derivative financial instruments. Performance indicator Realised commodity prices. Policies and systems The commodity price risks are managed by Arla’s Corporate Supply Chain department. When financial contracts are used, this takes place in close collaboration with the Corporate Treasury and Finance department. Activities in 2013 The level of hedging activities was the same as in previous years. Hedged commodities (DKKm) 2013 Oil/natural gas Electricity 2012 Oil/natural gas Electricity SENSITIVITY CONTRACT VALUE POTENTIAL ACCOUNTING IMPACT OCI 5% 5% 5% 5% 9 -32 1 -15 21 23 4 8 Financial review Arla is exposed to commodity risk on future commodity purchases. The risk mainly concerns energy commodities. The risk is divided between profit and loss exposure and exposure to other comprehensive income. The exposure to other comprehensive income (OCI) relates to the revaluation of commodities hedges. The Corporate Supply Chain department uses derivatives financial instruments to reduce the risk of fluctuations in the prices of energy commodities. The financial impact from derivative hedging contracts has been insignificant in 2013. Fair value sensitivity A change in commodity prices will impact the fair value of Arla’s hedged commodity derivative instruments measured though other comprehensive income. The table shows the sensitivity from 5% increase in commodity prices for hedged commodity purchases . A decrease in commodity prices would have the reverse effect. note 4.3.f. Credit risk Related business activity Credit risks arise from Arla’s operating activities and engagement with financial counterparties. Risk impact Losses arising from either customers, suppliers or financial counterparties defaulting on their obligations towards Arla. Furthermore, the weak credit quality of a counterparty can reduce the ability to support Arla going forward, thereby jeopardising the Group’s fulfilment of its strategy. Mitigation process Arla has an extensive credit risk policy and uses credit insurance and other trade finance products extensively in connection with export. If a customer payment is late, internal procedures are followed to mitigate losses. Arla uses a limited number of financial counterparties. Performance indicator Expected and realised credit losses on customers. Policies and systems Financial counterparties must be approved by Managing directors and CFO and have a credit rating of at least A-/A-/A3 by S&P, Fitch or Moody’s. A credit assessment is performed of all new customers. In addition, existing customers are subject to an ongoing monitoring of their credit quality. Activities in 2013 As in previous years, Arla has experienced a very low level of losses on customers. netting of credit risk In order to manage counterparty risk Arla uses master netting agreements when entering into derivative contracts with counterparties. The below tables show the counterparty exposure for those agreements covered by entering into netting agreement. External rating of financial counterparties 2013 (DKKm) AA- A+ A- total 2012 (DKKm) AA- A+ A- total ASSETS QUALIFING FOR NETTING NET ASSETS LIABILITIES QUALIFING FOR NETTING NET LIABILITIES 81 16 59 156 142 12 21 175 81 12 59 152 137 9 21 167 - 4 - 4 5 3 - 8 176 147 229 552 573 204 36 813 81 12 59 152 137 9 21 167 95 135 170 400 436 195 15 646 In addition, Arla has entered into sales and repurchase agreements on mortgage bonds. This sales and repurchase agreement has been decribed in futher details in note 4.6 Financial review Credit risk stems from the possibility that counterparties to transactions may default on their obligations, thereby causing losses for the Group. For financial counterparties, Arla minimises the credit risk by only entering into transactions with those with a credit rating of least A-/A-/A3 from either S&P, Fitch or Moody’s. All financial counter- parties had a satisfactory credit rating at 31 December 2013 or in one case a dispensation by the Board of Directors. Other counterparties, customers and suppliers, are subject to an on-going monitoring of their fulfilment of their contractual obligations and their credit quality. Outside the Group’s core markets credit insurance and trade finance instruments are widely used to reduce the risks. Further information on trade receivables is provided in note 2.1.c. The maximum exposure to credit risk is approximately equal to the carrying amount. nOte 4.4. Derivative FinanCiaL inStruMentS accounting policies Derivative financial instruments are recognised from the trade date and measured in the balance sheet at fair value. Positive and negative fair values of derivative financial instruments are recognised on separate lines in the balance sheet, and offsetting of positive and negative amounts only takes place once Arla has obtained the legal right and intends to settle several financial instruments net. Fair value hedging Changes in the fair value of derivative financial instruments, which meet the criteria for hedging of the fair value of recognised assets and liabilities, are recognised alongside changes in the value of the hedged asset or the hedged liability with respect to the portion that is hedged. Cash flow hedging Changes in the portion of the fair value of derivative financial instruments that are classified as and meet the conditions for hedging of future cash flows, and that effectively hedge changes in future cash flows, are recognised under other comprehensive income in a special reserve for hedging transactions under equity until the hedged cash flows affect the income statement. The cumulative gains or losses from such hedging transactions that are retained in equity are reclassified from and recognised under the same item as the hedged item (basic adjustment). If the hedging instrument no longer meets the criteria for hedge accounting, the hedge will cease from that point onward. The accumulated change in value recognised in other comprehensive income is reclassified to the income statement once the hedged cash flows affect the income statement or are no longer likely. If the hedged cash flows are no longer expected to be realised, the cumulative value change is immediately reclassified from equity to the income statement. Hedging of net investments Changes to the fair value of derivative financial instruments used to hedge net investments in foreign subsidiaries (the currency risk associated with the translation of foreign company’s net assets into DKK), and that effectively hedge against exchange rate changes in these companies, are recognised in the consolidated financial statements in other comprehensive income under a special reserve for foreign currency translation adjustments. For derivative financial instruments that do not meet the conditions for treatment as hedging instru- ments, changes in fair value are recognised on a continuous basis in the income statement under financial income and financial expenses. 92 93 Consolidated finanCial statements/notes 2017 - -42 - 2016 - -75 - LATER THAN 2017 - 40 - LATER THAN 2016 - -282 - 2013 2012 14 -10 4 - - 14 14 - Note 4.4.a. Hedging of future cash flows from highly probable forecast transactions (DKKm) 2013 Currency contracts Interest rate contracts Commodity Contracts 2012 Currency contracts Interest rate contracts Commodity Contracts CARRYING VALUE 15 -331 -23 CARRYING VALUE 25 -709 -14 FAIR VALUE RECOGNISED IN OCI 15 -331 -14 FAIR VALUE RECOGNISED IN OCI 25 -709 -14 2014 15 -151 -10 2013 25 -123 -13 2015 - -113 -2 2014 - -119 -1 2016 - -65 -2 2015 - -109 - note 4.4.b. net investment hedges (DKKm) Net investment hedges (OCI) at 1 January Change in net investment hedges Net investment hedges (OCI) at 31 December Profit or loss Financial review Fair value hedge At 31 December 2013, Arla had no derivative financial instruments that qualified for the criteria for fair value hedge. Hedging of future cash flows The Group uses forward currency contracts to hedge currency risks regarding expected future net revenue and costs. Interest rate swaps are used to hedge risks regarding movement in expected future interest payment. Hedging of net investments As at 31 December 2013 (2012) Arla has hedged an insignificant part of currency exposures relating to its investments in subsidiaries, joint ventures and associated companies using loans and derivatives. The above table shows the change in fair value recognised in other comprehensive income and the ineffectiveness recognised in profit or loss. not qualify for hedge accounting and hence, the fair value adjustment is recognised directly in profit or loss. Currency swaps are used as part of the daily liquidity management. The objective of the currency swaps is to match the timing of in- and outflow of foreign currency cash flows. Fair value of hedge instruments not qualifying for hedge accounting (financial hedge) Arla uses currency options which are hedging forecasted sales and purchases. These options do nOte 4.5. FinanCiaL inStruMent DiSCLOSureS Note 4.5.a. Categories of financial instruments (DKKm) Available for sale financial assets Loans and receivables Financial assets measured at fair value through profit or loss Financial liabilities measured at fair value through profit or loss Financial liabilities measured at amortised cost The fair value of financial assets and financial liabilities measured at amortised cost is approximately equal to the carrying amount. 94 2013 2012 3,994 6,940 478 623 27,471 4,021 6,946 685 864 26,058 note 4.5.b. Fair value Hierarchy – accounting value Methods and assumptions applied when measuring the fair values of financial instruments: Bonds and shares The fair value is determined using the quoted prices in an active market. Non-option derivatives The fair value is calculated using discounted cash flow models and observable market data. The fair value is determined as a termination price, and consequently the value is not adjusted for credit risks. Option instruments The fair value is calculated using option models and observable market data, such as option volatilities. The fair value is determined as a termination price, and consequently the value is not adjusted for credit risks. Fair value hierarchy Level 1: Fair values measured using unadjusted quoted prices in an active market Level 2: Fair values measured using valuation methods and observable market data. Level 3: Fair values measured using valuation methods and observable as well as significant non-observable market data. Fair value Hierarchy – accounting value (DKKm) 2013 Financial assets Bonds Shares Derivatives total assets Financial liabilities Issued bonds Mortgage credit institutions Derivatives total liabilities 2012 Financial assets Bonds Shares Derivatives total assets Financial liabilities Issued bonds Mortgage credit institutions Derivatives total liabilities LEVEL 1 LEVEL 2 LEVEL 3 4,144 73 4,217 6,220 6,220 208 208 2,508 623 3,131 - LEVEL 1 LEVEL 2 LEVEL 3 4,322 90 - 4,412 5,999 - 5,999 - - 251 251 1,309 864 2,173 - - - - - - TOTAL 4,144 73 208 4,425 2,508 6,220 623 9,351 TOTAL 4,322 90 251 4,663 1,309 5,999 864 8,172 95 Consolidated finanCial statements/notes nOte 4.6. tranSFer OF FinanCiaL aSSetS (DKKm) CARRYING VALUE NOTIONAL AMOUNT FAIR VALUE note 4.7.a. pension obligations recognised in the balance sheet (DKKm) 2013 Mortgage bonds Repurchase liability net position 2012 Mortgage bonds Repurchase liability net position 3,581 -3,521 60 3,904 -3,882 22 3,715 -3,715 - 4,102 -4,102 - 3,581 -3,521 60 3,904 -3,882 22 Financial review As at 31 December 2013 Arla has invested in the mortgage bonds underlying its mortgage debt. The reason for investing in the mortgage bonds is that Arla is able to achieve a lower interest rate than the current market interest rate on mortgage debt by entering into a sale and repurchase agreement on the listed Danish mortgage bonds. The net interest rate payable by Arla, by raising financing through this kind of sale and repurchase, is the interest rate inherent in the sale and repurchase agreement and the contribution to the mortgage institute. Due to the repurchase agreement the risks and rewards arising from the ownership of the transferred mortgage bonds have been retained by Arla. These mortgage bonds have been classified as available for sale with value adjustments over other comprehensive income. The received proceeds creates a repurchase obligation which has been recognised as short term bank loans and overdrafts. The Group provides both funded and unfunded defined benefit plans to certain employees. Funded plan are where the Group pays cash contributions into a separately administered fund, which invests the contributions into various assets with the aim of generating returns to meet present and future pension obligations. Unfunded plans are where no cash or other assets are set aside from the Group’s assets used for operations to cover future pension obligations. The Group’s net obligation is the amount presented on the balance sheet as pension obligations. The net obligation is calculated separately for each defined benefit plan and comprises: The amount of future pension benefits that employees have earned in current and prior periods (i.e. the obligation for pension payment for the portion of the employees’ estimated final salary earned at the balance sheet date) discounted to a present value (the defined benefit obligation), less The fair value of assets held separately from the Group in a plan fund. The Group uses qualified actuaries to annually calculate the defined benefit obligation using a projected unit credit method. The balance sheet amount of the net obligation is impacted by remeasurements, which comprise the effect of changes in assumptions used to calculate the future obligation (actuarial gains and losses) and the return generated on plan assets (excluding interest). Remeasurements are recognised in OCI. Interest costs for the period are calculated using the discount rate used to measure the defined benefit obligation at the start of the reporting period to the then carrying amount of the net obligation, taking into account changes arising from contributions and benefit payment. The net interest costs and other costs relating to defined benefit plans are recognised in the income statement. The provision covers defined benefit plans primarily in the UK, Germany and Sweden. uncertainties and estimates The costs relating to defined benefit plans and their carrying amount are assessed based on a number of assumptions, including discount rates, inflation rates, salary growth and mortality. A small difference in actual experience compared with assumptions and any changes in assumptions can have a significant impact on the carrying amount of the net obligation. nOte 4.7. penSiOn OBLigatiOnS accounting policies Pension obligations and similar non-current liabilities The Group has entered into post-employment pension plan agreements with a significant number of its employees. The post-employment pension plan agreements take the form of defined benefit plans and defined contribution plan agreements. Defined contribution plans For defined contribution plans, the Group pays fixed contributions to independent pension companies. The Group has no obligation to make supplementa- ry payment beyond those fixed payment, and the risks and rewards of the value of the pension plan therefore rest with the plan member and not the Group. Amounts payable for contributions to defined contribution plans are expensed in the income statement as incurred. Defined benefit plans Defined benefit plans are characterised by the Group’s obligation to make a specific payment from the date and during the period the plan member is pensioned, depending on, for example, the member’s seniority and final salary. The Group is subject to the risks and rewards associated with the uncertainty that the returns generated by the assets are able to meet the pension obligations, which are affected by assumptions concerning mortality and inflation. 96 Present value of funded obligations Fair value of plan assets Deficit of funded plans Present value of unfunded obligations net pension obligations recognised in the balance sheet Specification of total obligations: Present value of funded obligations Present value of unfunded obligations total obligations Note 4.7.b. Development in defined benefit pension obligations (DKKm) Present value of pension obligation at 1 January Additions from mergers and acquisitions Current service cost Interest cost Actuarial (gains)/losses from changes in financial assumptions Actuarial (gains)/losses from change in demographic assumptions Benefits paid Curtailments and settlements Exchange rate adjustments present value of pension obligation at 31 December note 4.7.c. Development in fair value of plan assets (DKKm) Fair value of plan assets at 1 January Additions from mergers and acquisitions Interest income Return on plan assets excl. interest income Contributions to plans Benefits paid Administration costs Exchange rate adjustments Fair value of plan assets at 31 December The Arla Group expects to contribute DKK 260m (2013: DKK 358m) to the plan assets in 2014. Actual return on plan assets: Calculated interest income Return excl. calculated interests actual return 2013 2012 9,874 -7,281 2,593 - 2,593 9,874 - 9,874 8,173 -6,915 1,258 1,871 3,129 8,173 1,871 10,044 2013 2012 10,044 - 25 408 59 -17 -392 - -253 9,874 6,915 - 296 211 358 -336 -15 -148 7,281 296 211 507 7,859 1,131 27 385 781 - -364 -1 226 10,044 5,635 719 338 127 264 -309 - 141 6,915 338 127 465 97 Consolidated finanCial statements/notes Note 4.7.d. Sensitivity of defined benefit obligation to key assumptioms (DKKm) Impact on defined benefit obligation at 31 December 2013 Discount rate +/- 10bps Salary increases +/- 10bps Life expectancy +/- 1 year note 4.7.e. assets invested in pension funds (DKKm) Shares Bonds Properties Other assets total assets -159 11 294 % 21% 53% 11% 15% 100% 159 -24 -295 2012 1,472 3,682 739 1,022 6,915 % 21% 19% 9% 51% 100% 2013 1,547 1,375 655 3,704 7,281 note 4.7.f. recognised in the income statement for the year (DKKm) 2013 2012 Current service cost Administration cost Curtailments and settlements Recognised as staff costs Interest cost on obligations Interest income on plan assets Recognised as financial (gains)/losses total amount recognised in the income statement note 4.7.g. recognised in other comprehensive income (DKKm) Accumulated actuarial gains/(losses) 1 January Actuarial gains/(losses) for the year accumulated actuarial gains/(losses) 31 December 25 15 - 40 408 -296 112 152 27 - -1 26 384 -338 46 72 -1,091 169 -922 -437 -654 -1,091 note 4.7.h. assumptions for the actuarial calculations at the balance sheet date are: (DKKm) Discount rate, Sweden Discount rate, UK Expected payroll increase, Sweden Expected payroll increase, UK 2013 2012 4.5% 4.6% 3.0% 4.8% 3.5% 4.5% 3.0% 4.2% Financial review Net pension liabilities have been recognised at DKK 2,593 million compared with DKK 3,129 million. The present value of defined benefit plans declined because of the Group’s payment to these plans and an increased discounting rate in Sweden. The provision consists primarily of defined benefit plans in the United Kingdom and Sweden. The defined benefit plans secure pension disbursements to participating employees based on seniority and final salary. United Kingdom: The defined benefit plans in the United Kingdom are administered of independent pension funds that invest deposited amounts to cover pension obligations. All schemes are closed to future accruals. The actuarial present value of the obligations totalled DKK 8,226 million at 31 December 2013 compared with DKK 8,173 million at 31 December 2012. Recognised net liabilities – less the fair value of the assets of DKK 7,188 million at 31 December 2013 compared with DKK 6,915 million at 31 December 2012 – stood at DKK 1,037 million (2012: DKK 1,257 million). The decline is primarily due to payment to scheme assets at plan of DKK 271 million. Sweden: The defined benefit plan in Sweden is not covered by ongoing deposits paid into the fund. Arla paid an extraordinary payment to scheme assets at DKK 86 million during 2013. The recognised liability stood at DKK 1,357 million compared with DKK 1,687 million in 2012. The decrease is primarily due to actuarial gain of DKK 207 million resulting from an increase in the discounting rate, a foreign exchange rate adjustment of DKK 64 million as well as the extraordinary payment of DKK 86 million. Implementation of IAS 19: IAS 19 on personal benefits was amended effective 1 January 2013. The most significant change pertains to calculating the return component based on net liability. Thus, expected returns are calculated neither on pension assets nor on pension liabilities. The impact on the result was DKK -57 million in 2013. 98 99 Consolidated finanCial statements/notes note 5. Other areas Arla’s tax platform has changed from local to global in step with the development of our business. However, Arla is a cooperative company headquartered in Denmark. Our activities are therefore covered by Danish tax rules for cooperatives, which take account of the basic principles of such a company. When the owner of a company is also a supplier to the company, earnings end up with the owner in the form of the price paid for the commodity. That is why the farmer is in this case the primary source of taxation. Our goal is to manage our tax affairs in a proactive manner that seeks to maximise our milk price, while operating in accordance with the law at all times. This note specifies taxes, which are divided into tax in the income statement and deferred tax in the balance sheet. The effective tax rate is calculated, and deferred tax assets not included in the balance sheet are listed. The note also contains other statutory disclosures, such as the remuneration paid to members of the Board of Directors and the Executive Board as well as auditors elected by the Board of Representatives. Furthermore, the note contains disclosures about contractual obligations and related parties. nOte 5.1. tax accounting policies Tax in the income statement Taxable income is assessed according to the national rules and regulations that apply to the companies. Tax is assessed on the basis of cooperation or income tax. Tax in the income statement comprises current tax and adjustments to deferred tax. Tax is recognised in the income statement, except to the extent that it relates to a business combination or items (earnings and costs) recognised directly in equity or in OCI. Current tax Current tax is assessed on the basis of cooperation or income tax. Cooperative taxation is based on capital, while income tax is based on the company’s income for the year. Current tax payable and receivable are recognised in the balance sheet as tax calculated on the taxable income for the year, adjusted for any tax from previous years’ taxable income as well as prepaid on-account taxes. The amount is calculated using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax Deferred tax and related adjustments for the year are calculated applying the balance sheet liability method as the tax base of temporary differences between carrying amounts and the tax base of assets and liabilities. Deferred tax is not recognised on temporary differences relating to goodwill, which is not deductible for tax purposes or arising at the acquisition date of items without affecting either the profit or loss for the year or taxable income, with the exception of those arising from business combina- tions. Deferred tax assets, including the value of tax loss carry-forwards, are recognised under other non-current assets at the value at which they are expected to be used, either by elimination in the tax of future earnings or by offsetting against deferred tax payable in companies within the same legal tax entity or jurisdiction. Deferred tax is measured on the basis of the tax rules and tax rates in the respective countries effective under the legislation at the reporting date when the deferred tax is expected to be realised. Changes in deferred tax assets and liabilities as a result of changes in the tax rate are recognised in the comprehensive income for the year. uncertainties and estimates Deferred tax: Deferred tax reflects assessments of the actual future tax due for items in the financial statements, taking into account timing and probability. These estimates also reflect expectations about future taxable profits and the Group’s tax planning. Actual future taxes may deviate from these estimates as a result of changes to expectations relating to future taxable income, future statutory changes in income taxation or the outcome of the tax authorities’ final review of the Group’s tax returns. Recognition of deferred tax asset also depends on an assessment of the future use of the asset. note 5.1.a. tax in the income statement (DKKm) Cooperative tax Current tax Deferred tax Change in deferred tax resulting from a change in the tax rate Adjustment regarding previous years, actual tax Adjustment regarding previous years, deferred tax total tax in the income statement 100 2013 2012 -67 -131 -18 -38 2 -22 -274 -46 -39 -34 15 -11 26 -89 Note 5.1.b. Calculation of effective tax rate (DKKm) Statutory corporate income tax rate in Denmark Deviation in foreign subsidiaries' tax rates compared with the Danish tax rate (net) Adjustment for cooperative tax Non-taxable income less non-tax-deductible costs (net) Change in tax percentage Regulation regarding previous years Other adjustments Effective tax rate 2013 2012 25% 0% -15% 0% 2% 0% 0% 12% 25% 0% -22% 5% -1% -2% -1% 4% INTANGIBLE ASSETS PROPERTY, PLANT AND EQUIPMENT FINANCIAL ASSETS CURRENT ASSETS PROVISIONS OTHER LIABILITIES TAX LOSS CARRY- FORWARDS OTHER CATEGORY TOTAL note 5.1.c. Deferred tax (DKKm) 2013 Net deferred tax asset/liability at 1 January Income/charge to the income statement Income/charge to other comprehensive income Change in tax rate Exchange rate adjustment Other adjustments net deferred tax asset/liability at 31 December Specified as follows: Deferred tax asset at 31 December Deferred tax liability at 31 December 2012 Net deferred tax asset/liability at 1 January Income/charge to the income statement Income/charge to other comprehensive income Change in tax rate Mergers and acquisitions Exchange rate adjustment Other adjustments net deferred tax asset/liability at 31 December Specified as follows: Deferred tax asset at 31 December Deferred tax liability at 31 December -15 -8 0 0 1 3 -19 -23 4 -7 -11 0 3 0 0 0 -15 -15 0 -136 167 0 1 3 -15 20 53 -33 -173 -30 -1 22 49 -3 0 -136 -105 -31 80 -13 -17 0 -2 4 52 87 -35 53 14 0 -1 12 1 1 80 115 -35 5 0 0 0 1 -9 -3 -3 0 -18 1 0 4 20 -2 0 5 5 0 357 15 43 0 -3 -72 340 348 -8 269 -5 101 -1 -16 10 -1 357 368 -11 3 -2 -25 -2 -3 -44 -73 -73 0 -5 10 27 -1 -28 1 -1 3 -1 4 94 -47 0 -26 -1 13 33 24 9 111 0 0 -11 -8 2 0 94 94 0 -46 -152 -96 -11 -5 121 -189 14 -203 -83 13 0 0 26 -2 0 -46 -26 -20 Financial review Tax in the income statement Generally tax cost has increased – specifically in Sweden and Finland as the tax profits in the legal entities in these countries have risen. Deferred tax The tax rate changed in the UK from 23 per cent to 21 per cent, which is in effect for 2014. On 1st January 2014 the tax rate changed in Finland from 24,5 per cent to 20 per cent, which reduces the value of the recognised deferred tax asset and thereby creates a cost in the income statement. Deferred tax assets are primarily based on pension obligations while deferred tax liabilities mainly relate to property, plant and equipment. A deferred tax asset of DKK 269m (2012: DKK 232m) has not been recognised, as we do not expect to be able to use it within a limited time range. 342 -40 -95 -38 -9 1 161 427 -266 147 -8 127 15 55 7 -1 342 435 -93 101 Consolidated finanCial statements/notes nOte 5.2. FeeS tO auDitOrS appOinteD By tHe BOarD OF repreSentativeS (DKKm) 2013 2012 nOte 5.4. COntraCtuaL COMMitMentS anD COntingent LiaBiLitieS Statutory audit Other assurance engagements Tax assistance Other services total fees to auditors KPMG has been appointed as auditors by the Board of Representatives. nOte 5.3. ManageMent reMuneratiOn anD tranSaCtiOnS The remuneration of the Executive Board is proposed by the Chairmanship and approved by the Board of Directors. Remuneration for the Board of Directors is approved by the Board of Representatives. Remuneration is negotiated on an annual basis. The Board of Directors and Executive Board is exercising significant influence. Members of the Board of Directors are paid for milk supplies to Arla Foods amba on equal terms with other owners of the company. note 5.3.a. Management remuneration (DKKm) Board of Directors Wages, salaries and remuneration etc. Pensions total Executive Board Wages, salaries and remuneration etc. Pensions total note 5.3.b. transactions with the Board of Directors (DKKm) Purchase of goods Supplementary payment received regarding previous years Trade payables Owner accounts 102 12 2 8 9 31 11 2 8 17 38 uncertainties and estimates The Group has entered into a number of lease agreements. In executing such agreements, Management assesses the substance of the agreements for the purpose of classifying the leasing agreements as either financial or operational leasing. The Group has mainly entered into lease agreements for standardised assets that are short-term in relation to the assets’ useful lives, which is why the lease agreements are classified as operational leasing. note 5.4.a. Contractual commitments and contingent liabilities (DKKm) 2013 2012 2013 2012 -8 - -8 -18 -1 -19 89 4 9 8 -6 - -6 -16 -1 -17 85 2 7 8 Surety and guarantee commitments Operating rent commitments 0-1 year 1-5 years Over 5 years Operating lease commitments 0-1 year 1-5 years Over 5 years Commitments in relation to agreements on the purchase of intangible assets Commitments in relation to agreements on the purchase of property, plant and equipment Financial review The Group is party to a small number of lawsuits, disputes etc. with no significant impact on the financial position beyond what is recognised in the balance sheet and/or disclosed in the annual report. nOte 5.5. eventS aFter tHe BaLanCe SHeet Date No events with a significant effect on the business has happened after the balance sheet date. nOte 5.6. Future StanDarDS - earLy aDOptiOn OF new Or aMenDeD iFrS Arla has incorporated the new accounting standards, IFRS 10, IFRS 11 and IFRS 12 and amendments to accounting standards IAS 19, IAS 27 and IAS 28 with an effective date on or after 1 January 2014. Furthermore Arla has incorporated amendments to IAS 36 endorsed by EU in May 2013 with an effective date of 1 January 2014. None of the other new or revised accounting standards have a material impact on the recognition or measurement of profit and financial position in 2013. 99 666 145 301 220 733 272 418 43 53 1,430 72 508 115 214 178 1,045 225 746 73 115 954 103 Consolidated finanCial statements/notes Group chart COMPANY NAME arla Foods amba Arla Foods Ingredients Group P/S Arla Foods Ingredients Energy A/S Arla Foods Ingredients KK Arla Foods Ingredients Inc. Arla Foods Ingredients Korea, Co. Ltd Arla Foods Ingredients Trading (Beijing) Co. Ltd. Arla Foods Ingredients S.A.* Arla Foods Ingredients Singapore Pte. Ltd Arla Foods Ingredients S.A. de C.V. AFI Partner Aps Cocio Chokolademælk A/S Cocio Beverage International P/S CBI GP ApS Andelssmør A.m.b.a. Aktieselskabet J. Hansen J.P. Hansen Inc Mejeriforeningen Arla Foods Holding A/S Medlemsartikler ApS Arla Foods Distribution A/S Økomælk A/S Danmark Protein A/S Cocio Chokolademælk A/S Arla Foods International A/S Arla Foods UK Holding Ltd Arla Foods UK Farmers JV Company Limited *** Arla Foods UK plc Arla Foods Finance Ltd Arla Foods Holding Co. Ltd Arla Foods UK Investments Limited Arla Foods UK Services Ltd Arla Foods Naim Limited Healds Foods Limited Arla Foods Limited Milk Link Holdings Ltd. Milk Link Processing Ltd. Milk Link (Crediton No 2) Limited Milk Link Investments Ltd. The Cheese Company Holdings Ltd. The Cheese Company Ltd. MV Ingredients Ltd. Cornish Country Larder Ltd. The Cheese Company Investments Ltd. Westbury Dairies Ltd Arla Foods (Westbury) Ltd Arla Creamery Ltd. Arla Foods UK Property Co. Ltd Arla Foods B.V. Arla Foods Ltda Dan-Vigor Ltda* Danya Foods Ltd AF A/S Thisted Dairy Foods ApS Arla Foods Finance A/S Danske Immobilien ApS** K/S Danske Immobilien** A/S af 05.06.92 Kingdom Food Products ApS Ejendomsanpartsselskabet St. Ravnsbjerg Arla Insurance Company (Guernsey) Ltd Rynkeby Foods A/S Krogab Sverige AB Arla Foods Energy A/S Arla Foods Trading A/S Mejerianpartsselskabet Danapak Holding A/S Danapak A/S Danapak Flexibles A/S Danapak Plast A/S Danapak WP A/S COUNTRY CURRENCY GROUP EQUITY INTEREST (%) COMPANY NAME COUNTRY CURRENCY GROUP EQUITY INTEREST (%) Denmark Denmark Denmark Japan USA Korea China Argentina Singapore Mexico Denmark Denmark Denmark Denmark Denmark Denmark USA Denmark Denmark Denmark Denmark Denmark Denmark Denmark Denmark UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK Netherlands Brazil Brazil Saudi Arabia Denmark Denmark Denmark Denmark Denmark Denmark Denmark Denmark Guernsey Denmark Sweden Denmark Denmark Denmark Denmark Denmark Denmark Denmark Denmark Dkk DKK DKK JPY USD KRW CNY USD SGD MZN DKK DKK DKK DKK DKK DKK USD DKK DKK DKK DKK DKK DKK DKK DKK GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP EURO BRL BRL SAR DKK DKK DKK DKK DKK DKK DKK DKK DKK DKK SEK DKK DKK DKK< DKK DKK DKK DKK DKK 100 100 100 100 100 100 100 50 100 100 100 50 100 100 98 100 100 91 100 100 100 100 100 50 100 86 50 100 100 100 100 100 100 100 100 100 100 100 100 100 100 50 100 100 11 100 100 100 100 100 50 75 100 100 100 35 35 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Fidan A/S Dairy Fruit A/S Tholstrup International B.V. Tholstrup Cheese Holding A/S Tholstrup Cheese A/S, Tholstrup Cheese TC Sverige AB, Arla Foods GmbH, Tholstrup Cheese USA Inc., Tholstrup Taulov A/S, Arla Foods Ingredients GmbH, Arla Tagatose Holding GmbH, Arla CoAr Holding GmbH ArNoCo GmbH & Co. KG* Arla Biolac Holding GmbH Biolac GmbH & Co. KG* Arla Foods Kuwait Company LLC Arla Kallassi Foods Lebanon S.A.L. Arla Foods Qatar WLL AFIQ, WLL Arla Foods AB Boxholm Mejeri AB HB Grådö Produktion Rynkeby Foods Förvaltning AB Rynkeby Foods HB Arla Ingman Oy Ab Ranuan Meijeri Oy Kiteen Meijeri Oy Halkivahan Meijeri Oy Massby Facility & Services Oy Arla Foods UK Holding Ltd Restaurang akademien Aktiebolag** Arla Foods Russia Holding AB Arla Foods Artis Ltd L&L International Bolag AB Arla Foods Specialost AB Silvadden AB Milko Sverige AB Videbæk Biogas A/S Arla Foods Holding AB Arla Foods Inc Arla Foods Production LLC Arla Foods Transport LLC Arla Foods SA COFCO Dairy Holdings Limited Arla Foods Inc. Arla Global Financial Services Centre Sp. Z.o.o. Arla National Foods Products LLC Arla Foods Deutschland GmbH Arla Foods Käsereinen GmbH Allgäuland Frische GmbH Bergland Naturkäse GmbH** Molkerei-Zentrale Südwest eG Sengale SAS Team-Pack GmbH MUH France, S.a.r.l Milch-Union Hocheifel, Luxemburg GmbH Milch-Union Hocheifel, Belgium AG Hansa Verwaltungs und Vertriebs GmbH Hansa Logistik eG Arla Foods Srl Arla Foods S.a.r.l. Arla Foods AS Arla Foods S.A. Arla Foods Hellas S.A. Svensk Mjölk Ekonomisk förening** Denmark Denmark Netherlands Denmark Denmark Sweden Germany USA Denmark Germany Germany Germany Germany Germany Germany Kuwait Lebanon Qatar Bahrain Sweden Sweden Sweden Sweden Sweden Finland Finland Finland Finland Finland UK Sweden Sweden Russia Sweden Sweden Sweden Sweden Denmark Sweden USA USA USA Poland Hong Kong Canada Poland UAE Germany Germany Germany Germany Germany France Germany France Luxemburg Belgium Germany Germany Italy France Norway Spain Greece Sweden DKK DKK EURO DKK DKK SEK EURO USD DKK EURO EURO EURO EURO EURO EURO KWD USD QAR BHD SEK SEK SEK SEK SEK EURO EURO EURO EURO EURO GBP SEK SEK RUB SEK SEK SEK SEK DKK SEK USD USD USD PLN HKD CAD PLN AED EURO EURO EURO EURO EURO EURO EURO EURO EURO EURO EURO EURO EURO EURO NOK EURO EURO SEK 100 100 100 100 100 100 100 100 100 100 100 100 50 100 50 49 50 40 25 100 100 100 100 100 100 99 99 97 60 14 50 100 100 100 100 100 100 50 100 100 100 100 100 30 100 100 40 100 100 100 50 99 100 100 100 100 100 100 100 100 100 100 100 100 73 * Joint ventures ** Associates *** Arla Foods amba owns at 31 December 2013 the remaining 50 per cent The Group also owns a number of companies without material commercial activities. 104 105 Consolidated finanCial statements/notes ENDORSEMENTS Consolidated Annual Report: Under section 149 of the Danish Financial Statements Act, the present consolidated annual report represents an extract of the Company’s complete annual report. In order to make this report more manageable and user-friendly, the Arla Foods Group has decided to publish a consolidated annual report without the financial statements for the parent company, Arla Foods amba. The annual report for the parent company is an integrated part of the full annual report and is available in Danish at www.arlafoods.dk. Profit sharing and supplementary payment from the parent company are set out in the equity section of the consolidated annual report. The full annual report contains the following statements from the Board of Directors and the Executive Board as well as the independent auditor. independent auditor’s report accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the parent company financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group’s and the parent company’s financial position at 31 December 2013 and of the results of the Group’s and the parent company’s operations and cash flows for the financial year 1 January – 31 December 2013 in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act. Statement on the Management’s review Pursuant to the Danish Financial Statements Act, we have read the Management’s review. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our opinion that the information provided in the Management’s review is consistent with the consolidated financial statements and the parent company financial statements. tO tHe OwnerS OF arLa FOODS aMBa are free from material misstatement, whether due to fraud or error. auditors’ responsibility Our responsibility is to express an opinion on the consolidated financial statements and the parent company financial statements based on our audit. We conducted our audit in accord- ance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the parent company financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements and the parent company financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstate- ment of the consolidated financial statements and the parent company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation of consolidated financial statements and parent company financial statements that give a true and fair view in order to design audit proce- dures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of independent auditors’ report on the consolidated financial statements and the parent company financial statements We have audited the consolidated financial statements and the parent company financial statements of Arla Foods amba for the financial year 1 January – 31 December 2013. The consolidated financial statements and the parent company financial statements comprise income statement, statement of comprehen- sive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies for the Group as well as for the parent company. The consolidated financial statements and the parent company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act. Management’s responsibility for the consolidated financial statements and the parent company financial statements Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act and for such internal control that Management determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that Aarhus, 18 February 2014 KPMG Statsautoriseret Revisionspartnerselskab Jesper Ridder Olsen State Authorised Public Accountant Morten Friis State Authorised Public Accountant 106 107 EndorsEmEnts ENDORSEMENTS Peder Tuborgh, CEo Åke Hantoft, Chairman Viggo Ø. Bloch Oliver Brandes Leif Eriksson hélene Gunnarson Thomas Johansen Steen Nørgaard Madsen Ib Bjerglund Nielsen Johnnie Russell Manfred Sievers Povl Krogsgaard, Vice CEO Jan Toft Nørgaard, Vice Chairman Palle Borgström Jonas Carlgren Manfred Graff Bjørn Jepsen Klaus land Deceased December 2013 Torben Myrup Jonathan Ovens Harry Shaw peter Winstone Statement by the Board of Directors and the executive Board Today, the Board of Directors and the Executive Board discussed and approved the annual report of Arla Foods amba for the financial year 2013. The annual report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and additional disclosure requirements in the Danish Financial Statements Act. In our opinion, the Management’s review on the annual report includes a true and fair view of the developments of the Group’s and the parent company’s financial position, activities and financial matters, results for the year and cash flows as well as a description of the most significant risks and uncertainties that may affect the Group and the parent company. It is our opinion, that the consolidated financial statements and the parent company financial statements give a true and fair view of the Group’s and the parent company’s financial position at 31 December 2013 and of the results of the Group’s and the parent company’s activities and cash flows for the financial year 1 January-31 December 2013. We hereby recommend the annual report for adoption by the Board of Representatives. Aarhus, 18 February 2014 108 108 109 109 EndorsEmEnts executive Management Group EXECUTIVE BOARD OTHER EXECUTIVE MANAGEMENT GROUP Peder Tuborgh CEo Povl Krogsgaard Vice CEO Frederik Lotz CFO Ola Arvidsson ChRo Jais Valeur Executive Vice President, Global Categories & Operations peter lauritzen Executive Vice President, Consumer UK Henri de Sauvage Nolting Executive Vice President, Consumer Sweden & Finland Peter Giørtz-Carlsen Executive Vice President, Consumer Denmark 2005: CEO, Arla Foods 2002: Executive Group Director, Arla Foods, with responsibility for the Nordics 2000: Divisional Director, Den- mark Division, Arla Foods 1994: Marketing Director, Den- mark Division, Arla Foods 1990: Marketing Manager, Danya Foods (MD Foods in Saudi Arabia) 1987: Product Manager, MD Foods Germany 2004: Vice CEO, Arla Foods 2000: Executive Group Director, Arla Foods 1998: Executive Group Director, MD Foods 1994: CEO, Mejeriernes Produk- tionsselskab, and Director, Home Market Division 1991: Director, Home Market Division, MD Foods 1989: Production Manager, of Yellow Cheese, MD Foods 1988: Head of Department, Home Market Division, MD Foods 1987: Head of Department, Mejeriselskabet Denmark, Company Secretariat 1979: Joined Danske Mejeriers Fællesorganisation, appointed Head of Department in 1983 2010: CFO, Arla Foods 2007: CFO, Danfoss A/S 2002: CFO, Ferrosan A/S 2001: Finance Director, ISS Asia 1998: Finance Manager, A.P. Møller Maersk China 1995: Economist, A.P. Møller Maersk 2007: CHRO, Arla Foods 2006: HR Director, Arla Foods 2005: Vice President HR, Unile- ver Nordic, Helsingborg 2003: European HR Director, Unilever Home & Personal Care Europe, Brussels 2001: HR Director, Unilever, Sweden 2000: HR Director, Lever Faberge Nordic, Unilever Sweden 1998: HR Director DiversyeLever Nordic, Unilever Sweden and Denmark 1995: HR Manager, Unilever Sweden 1988: Officer, Royal Combat Engineering Corps, Swedish Army 2007: Executive Vice President, Global Categories & Operations, Arla Foods 2006: CEO, Mengniu Arla (China) 2000: Sales Director, Arla Foods Ingredients 1998: Export Director, Royal Unibrew 1994: General Manager, Fonter- ra/NZDB (New Zealand) 1993: Director, Cremo Cheese, Arla Foods 1990: Sales and Marketing Manager, Denmark Protein/ Arla Foods 1986: Regional Sales Manager, Denmark Protein/Arla Foods 2011: Executive Vice President, Arla Foods, responsible for Consumer Denmark 2010: Vice CEO, Bestseller Fashion Group China 2008: Managing Director, Cocio Chokolademælk A/S 2003: Vice President, Corporate Strategy, Arla Foods 2002: Business Development Di- rector, Semco/Bravida Danmark 1999: Management Consultant, Accenture Strategy Practice 2007: Executive Vice President, Consumer UK, Arla Foods 2005: Group Executive Director, Arla Foods Global Ingredients 1994: Managing Director, Ingre- dients Division, Arla Foods 1992: Director MD Foods, Copenhagen, Denmark 1985: Managing Director, Danya Foods Ltd Saudi Arabia 1977: General Export Manager, DOFO, Haderslev, Denmark 1975: Deputy General Manager, DOFO Italy S.r.l. Milano 1971: Deputy General Manager, DOFO Cheese Ltd. Nantwich, UK 2009-2013: Chairman of Unilever Nordic, member of the European Board, Unilever 2006-2009: Country Manager, Unilever Sweden 2004-2007: Chairman of Ice Cream, Unilever Nordic 1998-2004: Customer & Category Director, Lever Faberge Netherlands (Unilever) 1997-1998: Left the company to travel for one year with my wife through South America and Asia. 1996-1997: General Manager, Hefei Lever, Unilever China 1993-1995: Factory Manager, Lever Vlaardingen (Unilever Netherlands) 1991-1993: Operations Manag- er, Lever Brothers Port Sunlight, UK (Unilever UK) 1989-1991: Technical Manager, Unilever de Fenix, Netherlands Tim Ørting Jørgensen Executive Vice President Consumer Germany & the Netherlands Finn S. Hansen Executive Vice President, Consumer International 2012: Executive Vice President, Consumer Germany and Nether- lands, Arla Foods 2007: Executive Vice President, Consumer International, Arla Foods 2005: Divisional Director, Den- mark Division, Arla Foods 2003: Sales Director, Denmark Division, Arla Foods 2001: Business Unit Director with responsibility for Dansk Supermarked, Arla Foods 1999: Group Project Manager, MD Foods 1996: Commercial Manager, MD Foods do Brasil/Dan Vigor, Brazil 1993: Product Manager, Danya Foods, Saudi Arabia 1992: Trade Marketing Manager for France, MD Foods 1991: Trade Marketing Assistant, Cheese Division, MD Foods 2011: Executive Vice President, Consumer International, Arla Foods 2008: Senior Vice President, Middle East & North Africa, Arla Foods, Dubai 1998: Managing Director, Division Overseas, Arla Foods, Copenhagen 1994: Regional Director, Overseas Division, MD Foods, Copenhagen 1990: General Manager, Danya Foods, Riyadh, Saudi Arabia 1988: Branch Manager, Danya Foods, Jeddah, Saudi Arabia 1986: Export Manager, Dofo Cheese, Haderslev, Denmark 1984: Area Manager, Dofo Cheese, Haderslev, Denmark 1981: Traffic Manager, Dofo Cheese Inc., Canada 110 111 EndorsEmEnts Arla worldwide production and Sales Denmark UK Sweden Germany Netherlands Finland France Saudi Arabia USA Canada Brazil 112 Sales offices Australia Bangladesh (sub) China Dominican Rep. Greece (sub) Iraq Italy (sub) Kuwait (sub) Mexico Lebanon (sub) Oman (sub) Poland (sub) Philippines Qatar (sub) Russian Fed. (sub) Spain (sub) Singapore Utd. Arab Emir. (sub) Norway (sub) aFi Denmark USA Japan Korea China Argentina Singapore Mexico Germany Consolidated finanCial statements/Primary finanCial statements BuSineSS gr OupS in arLa gLOSSary Global Categories & Operations, GCO, is responsible for global innovation, research, logistics, industrial sales, production and marketing in Arla. Moreover, GCO is in charge of sales of trading products in the global market. See page 14 and 30. Consumer UK, CUK, is responsible for the UK market, a core market contributing 26% of Arla’s total revenue. See page 16. Consumer Sweden & Finland, CSE, covers the Swedish market and has a strong position in this core market. CSE contributes 19% of Arla’s revenue. See page 18. Consumer Denmark, CDK, focuses on developing a strong position in the Danish core market and contributes 9% of Arla’s revenue. See page 20. Consumer Germany & the Netherlands, CGN, aims to realise the potential of the fast-growing German core market and generate synergies between Germany and the Netherlands. In 2013, 18% of Arla’s revenue was generated by CGN. See page 22. Consumer International, CIN, is a growth driver which handles Arla’s consumer sales within the six European core markets. CIN generates 13% of Arla’s revenue. See page 26. Arla Foods Ingredients, AFI, is a subsidiary and global market leader within whey protein technology and one of Arla’s most profitable business units. AFI contributed 3% of Arla’s revenue in 2013. See page 28. the performance price represents total profit per kg milk for a specified period (normally one year). It is calculated based on two key factors: The paid price for milk (average prepaid price standardised at 4.2 per cent fat and 3.4 per cent protein and supplementary payment) and total consolidation – calculated per kg of owner milk. That enables Arla and our owners to compare earnings with other dairy companies. the arla quotation. Arla attempts to be as transparent as possible with regard to the milk price. The Arla quotation is published every month and specifies Arla’s present, highest milk price (based on the delivery of 5,000 tonnes of milk per year). In addition to the prepaid price, it includes supplementary payment and consolidation. The quotation is denominated in Danish kroner (DKK) per kg of milk (which is then translated into SEK, EUR and GBP). Arla’s milk price is specified for milk standardised at 4.2 per cent fat and 3.4 per cent protein. A seperate quotation is given for organic milk, which is priced with a premium. The Arla quotation covers a number of supplements that owners may receive in addition to the milk’s basic value. the prepaid price is the cash payment farmers receive for the milk they have delivered during the settlement period. The amount is calculated based on the quality of the milk and its fat and protein content. This payment is made every other week to owners. the supplementary payment is the share of profit paid out to owners at the end of the year. The supplementary payment is calculated as a percentage of every single owner’s supplementary payment-entitled value. This corresponds to the value of the raw milk as well as the quality settlement. Consolidation is the share of the profit retained by Arla to finance the company’s growth and further development. May be both individual and common (see below). Individual consolidation on owner certificates. Before 2010, individual consolidation was deposited into a delivery-based owner certificate representing the individual owner’s share of Arla’s equity – a share that would then be repaid annually over a period of three years with one payment a year, if the owner in question decided to leave the cooperative. (Subject to approval by the Board of Representatives.) individual consolidation of contributed capital. The owner certificate has now been replaced by a new scheme, contributed capital, on which interest accrues according to the Copenhagen Interbank Offered Rate (CIBOR) + 1.5 per cent. If an owner decides to leave the cooperative, the contributed capital will be disbursed over a period of three years with one payment a year. (Subject to approval by the Board of Representatives.) the common consolidation remains in the company to maintain sufficiently strong capital resources to finance future growth. E N DIC R O N V I RONME N T A L L A B E L 541 006 arla Foods amba Sønderhøj 14 DK-8260 Viby J. Denmark CVR no.: 25 31 37 63 arla Foods uk plc 4 Savannah Way Leeds Valley Park Leeds, LS10 1 AB England Phone +45 89 38 10 00 E-mail arla@arlafoods.com Phone +44 113 382 7000 E-mail: arla@arlafoods.com www.arla.com www.arlafoods.co.uk