Professional Documents
Culture Documents
REPORT
2018
CARLSBERG GROUP ANNUAL REPORT 2018 LETTER FROM THE CHAIRMAN & THE CEO 2
MANAGEMENT FINANCIAL
REVIEW STATEMENTS
OUR STRATEGY
Beer trends ................................................ 23
Business model ........................................ 24
SAIL’22 ......................................................... 25
GOVERNANCE
Risk management ................................... 35
GROW IN ASIA
Corporate governance ........................... 37
Remuneration ........................................... 43 Front page: A strategic growth priority is to
Supervisory Board................................... 49 continue to grow in Asia, where a key growth
Executive Committee ............................. 52 driver is continued premiumisation in China
Share information ................................... 54 through growing sales of our international
brands Tuborg, Carlsberg and 1664 Blanc.
Forward-looking statements ............. 55 carlsberggroup.com @carlsberggroup Supported by our targeted expansion into big
cities outside our core western China
provinces, our international brand portfolio in
@carlsberggroup Carlsberg Group China grew by 13% in 2018.
Letter from the Chairman & the CEO
CARLSBERG GROUP ANNUAL REPORT 2018 LETTER FROM THE CHAIRMAN & THE CEO 3
2018 was a good year for the November 2015, came to an end in 2018. It The earnings delivery was an important driver STRATEGIC HEALTH: PROGRESS ON
has been very successful, delivering significantly of the ROIC improvement of 120bp and the SAIL’22
Carlsberg Group, with strong net
more benefits than initially anticipated, and free cash flow of DKK 6.2bn. The free cash Our strategic health also improved during
revenue, operating profit and allowing us to invest more than DKK 1bn in our flow was also supported by a solid contribution 2018. Our strategy, SAIL’22, which was
cash flow. The benefits from SAIL’22 priorities. Going forward, the mindset from trade working capital of DKK 1.9bn. launched in March 2016, is now well
Funding the Journey were of the programme will prevail. Now embedded established and understood across the Group.
partly reinvested to support in operations across the Group, the focus on During the year, we engaged in several M&A Among a number of positive achievements, we
our strategic priorities. efficiency, costs and cash will remain an transactions, increasing our stakes in the would like to highlight the growth rates of our
important driver of future value creation. Cambodian and Greek businesses to 75% and craft & speciality portfolio (+26%) and alcohol-
100% respectively, and acquiring a stake in the free brews in Western Europe (+33%).
As a result, we are pleased to report improved
During the year, we adjusted our earnings controlling shareholder of the Portuguese
financial, strategic and organisational health of
expectations twice. In August, we increased the business, bringing our total direct and indirect Our international brands and local power
our business.
full-year guidance from mid- to high-single- holding in Super Bock Group to 60%. Despite brands had a very good year, and in Asia we
digit percentage organic growth, and in these investments, the net interest-bearing grew further in India and China, the latter
FINANCIAL HEALTH: A YEAR OF STRONG
October we further increased expectations to debt/EBITDA ratio at year-end was 1.29x, still supported by our “big city” approach.
DELIVERY
10-11% organic growth in operating profit. well below our target of below 2.0x.
With respect to our financial health, the first
You can read about our SAIL’22 initiatives in
results of the SAIL’22 growth priorities
Thanks to the higher benefits from Funding the On the back of the strong results, the 2018 on pages 25-34.
manifested themselves in organic net revenue
Journey, good growth of our SAIL’22 priorities Supervisory Board will propose to the Annual
growth of 6.5%, driven by solid price/mix of
and higher volumes due to the aforementioned General Meeting that the payout ratio of Part of our strategy is our ambitious
+2% and volume growth of 4.8%, although the
warm weather, operating profit grew around 50% be maintained, resulting in a 13% sustainability programme Together Towards
latter was helped by the warm summer in
organically by 11% and the operating margin increase in the ordinary dividend to DKK 18.0 ZERO, based on our purpose of brewing for a
several European markets and the timing of
improved by 30bp to 14.9%. per share. In addition, the Board has initiated a better today and tomorrow. We are working
the festive season in Asia.
DKK 4.5bn share buy-back programme, hard to meet the programme’s targets within
Net profit was DKK 5,309m and adjusted EPS leading to cash returns to shareholders of DKK carbon, water, responsible drinking and health
Funding the Journey, which was a three-year
was DKK 35.2, up 9% on 2017. 7.2bn for the year. You can read more about & safety, and our actions and achievements in
profit improvement programme initiated in
this on page 34. 2018 are outlined on pages 31-33 and
CARLSBERG GROUP ANNUAL REPORT 2018 LETTER FROM THE CHAIRMAN & THE CEO 4
EXPECTATIONS
2019 EARNINGS
EXPECTATIONS
In 2019, we will continue to Our regional priorities will be to increase net FORWARD-LOOKING STATEMENTS
revenue and the operating margin in Western This Annual Report contains forward-looking
execute on our SAIL’22 strategic
Europe, drive growth in Asia through statements. Any such statements are subject to
priorities in support of top- and premiumisation, and strengthen market risks and uncertainties that could cause the
bottom-line growth. leadership in Eastern Europe. Group’s actual results to differ materially from
the results discussed in such forward-looking
Driving growth of craft & speciality and Based on these priorities, the Group expects to statements. Accordingly, forward-looking
alcohol-free brews and continuing volume deliver: statements should not be relied on as prediction
and value growth in Asia will remain our key of the actual results. Please see page 55 for
growth accelerators. Additionally, we will • Mid-single-digit percentage organic growth the full forward-looking statement disclaimer.
support and further develop our core beer in operating profit.
portfolio, which includes our local power
brands and our international brands Tuborg Based on the spot rates as at 5 February, we
and Carlsberg. For the Carlsberg brand in assume a DKK translation impact of around
particular, an important priority for 2019 is zero for 2019.
the roll-out of the new brand design and
packaging innovations. Other relevant assumptions are as follows:
SAIL'22 DELIVERING
TOP-LINE GROWTH...
Our 2018 results served as proof points for our strategic choices.
Funding the Journey delivered above initial expectations and our
investments in SAIL’22 supported organic top-line growth of 6.5%.
CONTINUED
GROWTH OF CRAFT
& SPECIALITY
VOLUME GROWTH OF 26%
TOWARDS ZERO
ZERO, with its clear priorities within the areas of carbon,
water, responsible drinking and health & safety.
20%
reduction in relative carbon emissions since
9%
improvement in water efficiency since
96%
of our products now carry responsible drinking
35%
reduction in lost-time accident rate since 2015.
2015, using 46% renewable electricity in our 2015 baseline. We aim to halve water messages advising consumers not to drink- In 2018, we rolled out our Life Saving Rules
2018. Since 2015, our coal usage has been usage at our breweries by 2030. With drive and not to drink when underage or programme, focusing on the specific areas
reduced by 78%. steady performance in 2018, we still have pregnant. In Western Europe, we included where we have learned that people’s lives can
a long way to go to achieve this target. information on ingredients and nutritional be endangered if rules are not followed.
values per 100 ml on 86% of products.
READ MORE ON PAGES 31-33 AND
IN OUR SUSTAINABILITY REPORT
CARLSBERG GROUP ANNUAL REPORT 2018 2018 HIGHLIGHTS 8
OUR BRANDS
93% 7%
of own beer of own beer
volumes volumes
87% 13%
of own beer of own beer
net revenue net revenue
INTERNATIONAL BRANDS LOCAL POWER BRANDS CRAFT & SPECIALITY ALCOHOL-FREE BREWS
SOLID PROGRESS OF CORE BEER STRONG RESULTS FOR OUR GROWING CATEGORIES
Mainstream lager beer enjoys high penetration and frequency in most markets. Core beer is the Important priorities of SAIL’22 are to strengthen our position within craft & speciality and
backbone of our business, representing our largest volume and profit pool. Our core beer portfolio alcohol-free brews. The popularity of these categories is on the rise in many markets, driven
consists of strong local power brands in combination with our international brands Tuborg and by consumers’ desire for premium brands with varied tastes and styles as well as the interest
Carlsberg. Improving the brand fundamentals within core beer is an important priority of SAIL’22, in healthier lifestyles. Both categories offer superior margin opportunities. In 2018,
and in 2018 we revealed a series of betterments and a new look & feel for the Carlsberg brand. we launched Birell – our first stand-alone alcohol-free brew – in Poland and Bulgaria.
STRONG RESULTS
profit growth
+60bp Operating
margin expansion +13.3% Organic growth
in net revenue +9.3% Organic growth
in net revenue
Western Europe delivered organic growth in net revenue Growing in Asia is a key SAIL’22 priority on which we delivered In 2018, Eastern Europe rebalanced the Golden Triangle
of 3.0% and in operating profit of 7.0%. Reported operating strongly in 2018. Organic net revenue growth was driven by towards volume and top-line. Organic net revenue growth
margin was 15.0% (+60bp). These results were driven by good strong volume growth of 8.6% and price/mix of +4%. Our was driven by volume growth of 3.1% and price/mix of +6%.
progress on our SAIL’22 priorities, including craft & speciality international brands – Tuborg, Carlsberg and 1664 Blanc – were In Russia, price/mix was positive, driven by price increases.
and alcohol-free brews, value management and Funding the significant contributors, but we also saw good results for our The other markets in the region achieved solid revenue
Journey, and by the warm summer in some markets. local power brands. Operating profit grew organically by 15.8%. and earnings growth.
GOLDEN TRIANGLE
WELL-BALANCED
GOLDEN TRIANGLE
The Golden Triangle is an important KPI in our performance
management at Group, regional and market level. By
focusing on our SAIL’22 priorities, we aim to optimise
the balance between market share/volumes, gross profit
after logistics (GPaL) margin, operating profit and cash
generation, thereby creating sustainable value growth.
FINANCIAL HIGHLIGHTS
DELIVERING ON
OUR PRIORITIES
Net revenue¹ (DKKbn) Operating profit (DKKbn) Net profit (DKKbn) ROIC (%) NIBD/EBITDA (x) Dividend/share (DKK)
60 9 6.0 20 2.0 16
55 8 4.5 15 1.5 12
50 7 3.0 10 1.0 8
45 6 1.5 5 0.5 4
40 5 0.0 0 0.0 0
2017 2018 2016 2017 2018 2016 2017 2018 Incl. goodwill Excl. goodwill 2016 2017 2018 2016 2017 2018
OTHER KEY
FINANCIALS
Net special items (DKKbn) Net financial items (DKKbn) Effective tax rate (%) TWC/net revenue (%) Cash flow (DKKbn) NIBD (DKKbn)
KEY FIGURES
FIVE-YEAR SUMMARY
2018 2017 2016 2015 2014 2018 2017 2016 2015 2014
¹ Comparative figures for 2017 have been restated because of the change in accounting policies arising from the ² Adjusted for special items after tax.
implementation of IFRS 15, the change in classification of certain central costs and the change in definition of volumes,
all as of 1 January 2018.
Regional review
WESTERN EUROPE
IMPROVED MARGIN
AND GROWING PROFIT
Western Europe strengthened Additionally, as 2018 was the third year of
SAIL’22, we also had the objective in Western
margins and grew operating
Europe of delivering organic top-line growth.
profit. The results were driven by
Funding the Journey, good This was successfully achieved through a
progress on our SAIL’22 priorities variety of levers, including value management,
and the very good summer. top-line growth of local power brands,
acceleration of craft & speciality (such as
Grimbergen, 1664 Blanc, Brooklyn and
Western Europe is our largest region, accounting
authentic local craft brands), growth of the
for approximately half of our operating profit.
alcohol-free category and continuation of the
We are the second largest brewer in the region,
roll-out of DraughtMaster™.
with a particularly strong presence in the central
and northern parts, where we hold no. 1 and 2
+17%
In 2018, we acquired the remaining 49% of
positions in several markets.
Olympic Brewery in Greece and acquired 28.5%
of the shares in Viacer, the holding company
In several markets, we are in competition with
that controls Super Bock Group in Portugal.
the large global players, although in the Nordic
Viacer continues to be controlled by our partner
markets we are mainly competing against local PIRINSKO VOLUME GROWTH
and, consequently, Super Bock Group will
or regional players.
remain an associated company. Following that Pirinsko is our local power brand in Bulgaria and
transaction, the Carlsberg Group’s direct and holds a market-leading position. Based on our
Our Western Europe region also includes our
indirect ownership in Super Bock Group is 60%. demand space segmentation and the global
global export and licence business.
health and wellness trend, we relaunched the
REGIONAL RESULTS unpasteurised sub-brand Pirinsko Young Brew in
KEY PRIORITIES IN 2018
Western Europe delivered strong results in 2017 with the aim of strengthening its position
The main focus in 2018 was to improve margins
2018, partly supported by the warm summer in as a natural and less processed brew to meet
and grow operating profit organically. Key to
the northern part of the region, especially in the demands of young adult consumers. The
achieving these objectives was good execution
Q3. relaunch has proved very successful, supporting
of Funding the Journey, including operating
the brand’s volume growth in 2018.
cost management and delivery of supply chain
efficiencies.
REVITALISE CORE BEER
CARLSBERG GROUP ANNUAL REPORT 2018 REGIONAL REVIEW 15
Net revenue grew organically by 3.0% as a Funding the Journey benefits and lower Change Change
result of 3.6% organic total volume growth and depreciation. Volume (million hl) 2017 Organic Acq., net FX 2018 Reported
-1% price/mix. Reported net revenue grew by Beer 46.1 2.9% -0.2% - 47.3 2.7%
1.2% due to the divestment of the German The organic operating profit growth in H2 was Other beverages 14.5 5.9% -2.0% - 15.1 3.9%
wholesaler Nordic Getränke in April 2017 and 6.3%, and the operating margin declined by Total volume 60.6 3.6% -0.6% - 62.4 3.0%
a negative currency impact. 10bp year-on-year for the half-year due to
higher investments in SAIL’22 priorities such as DKK million
Price/mix was positive in the majority of our craft & speciality, alcohol-free brews and the Net revenue 35,716 3.0% -0.7% -1.1% 36,151 1.2%
Western European markets, supported by DraughtMaster™ roll-out. Operating profit before special items 5,144 7.0% 0.2% -1.7% 5,425 5.5%
successful premiumisation efforts and some Operating margin (%) 14.4 15.0 60bp
price increases, partly countered by the higher Total volumes increased organically by 3.6%
growth of non-beer products. At regional level, and beer volumes by 2.9%, with a significant
the positive price/mix was more than offset by improvement in H2 thanks to the warm
PERFORMANCE BY MARKET performance of the Carlsberg brand as well as
country mix due to growth in licence markets, weather in Q3 after a difficult start to the year.
Tuborg Classic, Grimbergen, 1664 Blanc and
such as Turkey, and loss of volumes in high- Non-beer volumes grew by 5.9% due to good THE NORDICS alcohol-free brews such as Carlsberg Nordic,
revenue export markets in the Middle East. performance in the Nordics. Reported volumes The Nordic businesses all benefited from the whereas Tuborg Green declined due to price
grew by 3.0%, with a small net acquisition extraordinarily warm weather in Q3, which increases on large-pack formats. As a result,
Organic operating profit grew by 7.0%, and the impact from the divestment of Nordic Getränke positively impacted volumes, net revenue and price/mix improved by 5%. The non-beer
operating margin improved by 60bp to 15.0%. in 2017. We estimate that our regional market earnings. Total volumes grew organically by 6%. business delivered strong growth, supported by
The earnings progress was driven by volume share grew slightly.
the warm summer.
growth, value management, premiumisation, Our total volumes in Denmark grew in line with
a slightly growing beer market. We saw good
Total volume¹ (m hl) Net revenue¹ (DKKbn) Operating profit (DKKbn) Operating margin¹ (%)
68 40 6 17
64 36 5 16
60 32 4 15
56 28 3 14
52 24 2 13
48 20 1 12
2017 2018 2017 2018 2016 2017 2018 2017 2018
In Norway, we saw continued good business and grew market share. Within alcohol-free FRANCE our exit from porterage activities, which
performance. Our volumes grew slightly, and brews, the Carlsberg brand continued to drive In a growing French market, our volumes grew reduced net revenue.
price/mix strengthened, supported by growth category growth and expanded its market- by 5%. Price/mix improved as a result of
of premium brands such as Frydenlund and leading position. continued growth of our premium brands. Our OTHER MARKETS
1664 Blanc. Within alcohol-free brews, we craft & speciality and alcohol-free brews In the other Western European markets, we
saw good traction for Munkholm and the In Finland, the beer market declined following performed well, while the Kronenbourg brand achieved particularly strong top-line and
alcohol-free variants of 1664 Blanc and a regulatory change that increased the ABV in the mainstream segment declined. The good margin improvement in markets such as
Somersby. The new Snap Pack packaging was level permitted in beverages sold in the regular overall performance was achieved despite Bulgaria, Croatia, Serbia and the Baltics, where
introduced for the Carlsberg brand in Q4. off-trade, thereby allowing the sale of spirit- some supply issues due to the French national good growth of Carlsberg, Tuborg, craft &
based drinks. Our total volume growth was rail strike in Q2. speciality and alcohol-free brews supported a
In Sweden, total volumes grew, driven by strong, driven by relisting at a major retailer in positive price/mix development.
strong non-beer volume growth, while beer Q1 for the winter campaign and growth of SWITZERLAND
volumes declined slightly due to the loss of non-beer products. Sinebrychoff, our Finnish The positive trend in our Swiss business Our German business delivered solid top-line
distribution rights for third-party brands. Our subsidiary, will celebrate its 200th anniversary continued. Volumes grew slightly, and performance, driven by our local power brands
own beer brands, such as Eriksberg, Carlsberg in 2019. price/mix improved, driven by solid Lübzer and Astra.
and 1664 Blanc, achieved good volume growth performance of our beer portfolio. Our key beer
brand, Feldschlösschen, our regional brands In our Export & Licence business, licence sales
and our alcohol-free brews all delivered good of Tuborg in Turkey increased significantly,
growth. while sales in some Middle Eastern countries
declined due to significant market contraction
Our markets in Western Europe POLAND caused by higher duties and VAT.
Our The Polish market grew, and our volumes
Consumption characteristics Our position operations increased slightly. After a slow start to the
Per capita On-trade year, the business accelerated throughout the
beer share of summer and towards the end of the year. We
consumption market, Market Market
achieved price/mix of high-single-digit
Market (litres) approx. (%) position (no.) share (%) Breweries¹
percentages, helped by good performance for
Denmark 59 26 1 54 1
Sweden 46 19 1 31 1
our upper-mainstream and premium brands
Norway 50 20 1 53 1 such as Okocim, Carlsberg, Zatec and
Finland 78 14 1 38 1 Somersby, as well as strong performance of
France 33 27 2 28 1 alcohol-free brews.
Switzerland 56 38 1 40 1
UK 66 47 4 10 1 THE UK
Poland 98 9 3 18 3 Our volumes declined by 3% in a slightly
Germany² 84 16 1 17 2 growing beer market. Our volumes in the
Italy 25 38 4 7 1 premium category increased, driven by growth
The Baltics 66-78 4-9 1-2 29-39 2 of brands such as Poretti and licence brands,
South East Europe 35-81 23-58 1-3 13-35 6
whereas the mainstream Carlsberg brand lost
Portugal 52 58 1 47 1
market share. During the year, we completed
¹ Breweries with capacity above 100,000 hl. ² Northern Germany.
Source: GlobalData, Carlsberg estimates.
CARLSBERG GROUP ANNUAL REPORT 2018 REGIONAL REVIEW 17
ASIA
CONTINUED GROWTH
AND PREMIUMISATION
Asia had another year of strong by expanding into new channels and big cities
outside our core western China provinces.
top- and bottom-line growth,
with an important driver being In addition to the international brands, we
the continued growth of our continued to strengthen our local power
international brands. brands, which still contribute over 50% of
our Asian volume.
The importance of Asia for the Group has
increased significantly over the past decade, In 2018, we further expanded our Asian
during which we have expanded our presence in footprint through the acquisition of a
the region organically and through acquisitions. controlling stake in our former joint venture
Today, we have an attractive position, with in Cambodia, Cambrew. Following the
no. 1 and 2 positions in seven markets. The acquisition, our ownership share is 75%.
competitive landscape varies significantly
+13%
between markets, with both global players REGIONAL RESULTS
and local brewers present. The Asia region continued its good progress
and delivered a strong set of results for the
SAIL’22 singles out Asia as a significant year. Net revenue grew organically by 13.3%,
driven by 8.6% organic volume growth and
contributor to the Group’s top- and bottom- TUBORG GROWTH IN ASIA
line growth. Consequently, a significant +4% price/mix. Reported net revenue grew by
11.4% due to a negative currency impact in 2018 was another strong year for Tuborg in Asia.
proportion of our SAIL’22 investments has
most countries in the region, which more than Important drivers of the continued success of Tuborg
been allocated to the region.
offset the acquisition impact of Cambrew. during the year included the introduction of a new visual
identity, and a variety of activities on our global music
KEY PRIORITIES IN 2018
The solid 4% price/mix improvement was the platform Tuborg Open. In 2018, Tuborg Open brought
In 2018, our overall regional priority was to
result of our ongoing premiumisation efforts, together popular musicians from local markets to create
accelerate profitable top-line growth by growing
especially in China, where the premium a song with a single global story told in different ways,
our international core brands – Tuborg and
portfolio performed strongly. as each collaborating artist used their own unique lyrics
Carlsberg – and our international speciality
to reflect diversity and local culture.
brand 1664 Blanc. In China specifically, we
aimed at growing the footprint of these brands
GROW IN ASIA
CARLSBERG GROUP ANNUAL REPORT 2018 REGIONAL REVIEW 18
Change Change We outperformed the Chinese market, which by approximately 15%, leading to a slightly
Volume (million hl) 2017 Organic Acq., net FX 2018 Reported
declined by an estimated 1% due to the declining price/mix. In H2, we revitalised the
Beer 31.2 8.3% 2.0% - 34.4 10.3%
continued decline of the mainstream segment communication platform for the Tuborg brand.
Other beverages 2.8 11.6% 15.7% - 3.6 27.3% as the premium segments continued to expand.
Total volume 34.0 8.6% 3.1% - 38.0 11.7% As a result, our premium portfolio grew by LAOS, VIETNAM AND CAMBODIA
13%. Our price/mix improvement was the result In Laos, our volumes grew by high-single-digit
DKK million of list price increases and the pronounced percentages, driven by growth of all three
Net revenue 13,944 13.3% 2.7% -4.6% 15,530 11.4% premiumisation trend. categories: beer, soft drinks and water. Price/
Operating profit before special items 2,905 15.8% -1.3% -5.6% 3,164 8.9% mix was slightly negative due to product mix.
Operating margin (%) 20.8 20.4 -40bp INDIA AND NEPAL Our Beerlao brand strengthened its position as
Our Indian business had an excellent year, a result of improved communication. In line
following a challenging 2017. Our volumes with our focus on craft & speciality, we launched
grew by 19% and price/mix was +7%. The crafty line extensions of the Beerlao brand.
Organic operating profit grew by 15.8%, mainly The organic volume growth was broadly based, price/mix improvement was driven by strong
due to the revenue growth. The operating with all major markets delivering solid growth. growth of the Carlsberg brand and improved In Cambodia, we gained control of Cambrew
margin declined by 40bp to 20.4%. While the pricing. Profitability improved considerably in August after increasing our ownership from
gross margin improved considerably, this was PERFORMANCE BY MARKET due to volume growth, positive price/mix and 50% to 75%. We are currently in the process of
offset by a significant increase in marketing supply chain efficiencies following the opening rebuilding the business and are optimistic about
investments, with a sizeable proportion of our CHINA
of the Karnataka brewery. the prospects for the market and our business.
SAIL’22 investments being allocated to further Our Chinese business achieved very strong
Although the business had a challenging year
strengthening our Asian business, and as a results in 2018. Net revenue grew organically
Our Nepalese business showed strong progress. with double-digit volume decline and operating
result of the consolidation of Cambrew. by 15%, driven by 8% organic volume growth
Following a 30% excise tax increase in the loss, the first signs of the rebuild are
and +7% price/mix.
middle of the year, retail beer prices rose encouraging.
Total volume¹ (m hl) Net revenue¹ (DKKbn) Operating profit (DKKbn) Operating margin¹ (%)
40 20 3.5 23
36 16 3.0 22
32 12 2.5 21
28 8 2.0 20
24 4 1.5 19
20 0 1.0 18
2017 2018 2017 2018 2016 2017 2018 2017 2018
+5%
flat market. We saw good growth of the
Carlsberg brand.
EASTERN EUROPE
REBALANCING
VOLUME AND VALUE
Eastern Europe achieved solid
organic top-line growth in 2018,
driven by a combination of
volume growth and price/mix.
Eastern Europe is our smallest region, The ongoing channel shift towards modern
accounting for 21% of operating profit. Our two trade and the growth of DIOT (draught in off-
main markets in the region are Russia and trade) in Russia reinforced our focus on
Ukraine, accounting for approximately 65% and growing in these channels.
20% respectively of regional volumes.
Finally, we continued our sharp focus on costs
+5%
We have leading positions in all markets in to counter the pressure on operating margin
Eastern Europe. In Russia and Ukraine, the due to the volume growth in the low-priced
competitive environment is split between a PET segment.
strong presence of global players and a
large number of small local brewers. In the other Eastern European markets, the
focus was on continuing the good momentum VOLUME GROWTH IN UKRAINE
KEY PRIORITIES IN 2018 of recent years and maintaining the well- Carlsberg Ukraine enjoyed another year of
The overriding priority for Eastern Europe in balanced Golden Triangle in these markets. excellent results, supported by growth of our strong
2018 was to rebalance the Golden Triangle in local power brand, Lvivske, and our international
Russia following the significant volume decline brands. Originally brewed by monks, Lvivske is the
in 2017 caused by PET downsizing. oldest Ukrainian beer brand, dating back to 1715.
It is part of Ukrainian history, culture and cuisine
Regaining momentum in the Russian PET and holds a market share of around 16%. To
segment was therefore a focus, as was further support the continued relevance of the brand for
strengthening our regional and local core brand consumers, we expanded the range with two line
portfolios and alcohol-free brews, where extensions: Lwiwske Eksportowe and Knaypa.
Baltika 0 holds a market-leading position.
Total volume¹ (m hl) Net revenue¹ (DKKbn) Operating profit (DKKbn) Operating margin¹ (%)
35 15 2.5 23
32 12 2.0 22
29 9 1.5 21
26 6 1.0 20
23 3 0.5 19
20 0 0.0 18
2017 2018 2017 2018 2016 2017 2018 2017 2018
16%
price increases and growth in premium
products, with particularly strong growth for
1664 Blanc, Grimbergen, Somersby and
Garage.
BEER TRENDS
BEER TRENDS
IN OUR REGIONS
Beer market trends and economies, urbanisation and rising disposable
income levels. It is important to note, though,
characteristics vary between
that growth trends in these emerging markets
and within our regions, are subject to volatility.
although common features
can be detected.
DRIVING VALUE our business model with its clear priorities on markets,
portfolio, customers, supply chain and sustainability.
WE FOCUS ON THE MARKETS … WHERE WE DELIVER AN … AND STRIVE TO EXCEL ... BY OPTIMISING OUR
WHERE WE HAVE A NO. 1 OR 2 ATTRACTIVE BEER PORTFOLIO FOR IN OUR SERVICE TO ON- AND SUPPLY CHAIN AND IMPROVING
POSITION... ALL CONSUMER SITUATIONS... OFF-TRADE CUSTOMERS... PROCESSES AND SYSTEMS.
Core beer is a volume business. Consequently, Beer is our core business and the strength of Our customers range from on-trade to off- Funding the Journey as a programme came
strong market positions are key drivers of our portfolio lies in the strong local roots of our trade, from big to small. We aim to become to a successful end in 2018. It has delivered
profitability. We have particular focus on local brands combined with our excellent craft their preferred beer supplier, providing efficiencies and reduced costs across supply
the 25 markets in Western Europe, Eastern & speciality brands, alcohol-free brews and products and services that will deliver value chain and back office. Going forward, Funding
Europe and Asia where we are no. 1 or 2. international core beer brands. growth for them and us. the Journey ways of working will prevail.
BREWING FOR A BETTER BREWING FOR A BETTER BREWING FOR A BETTER BREWING FOR A BETTER
TODAY AND TOMORROW TODAY AND TOMORROW TODAY AND TOMORROW TODAY AND TOMORROW
In all our markets, we aim to lead in sustain- Our brands offer us powerful opportunities for Such products and services include sustainable Recognising the need for strong actions in the
ability because it is central to our purpose communicating with consumers. We use these packaging solutions, such as Snap Pack, and our face of complex sustainability challenges, our
and because we sincerely believe it is the right opportunities to encourage moderate, responsible innovative draught system, DraughtMaster™. sustainability programme Together Towards
thing to do – delivering tangible benefits for consumption of our products. We also increase In addition, digital solutions and services are ZERO sets clear and ambitious targets for
our business and for society as a whole. the availability of alcohol-free brews. becoming increasingly important enablers. carbon emissions and water usage.
CARLSBERG GROUP ANNUAL REPORT 2018 OUR STRATEGY 25
SAIL’22
SHIFTING GEARS
“We’re pleased with the progress of
our strategic priorities, which have
been supported by Funding the
SAIL’22 made good progress in Our strategic priorities were defined based on growth and improving the operating margin by
analyses of the trends impacting the beer premiumisation and continued focus on
2018, delivering the remaining
industry (see page 23). efficiencies and costs.
benefits from Funding the
Journey as well as top-line 2018 was the third year of SAIL’22. It was also In the following pages, we present snapshots
growth. the final year of Funding the Journey as a of initiatives carried out during the year and
specific programme. By reinvesting part of the follow up on our performance against our
When launching SAIL’22 in March 2016, we benefits from this programme, we have been strategic KPIs. Our strategic priorities are
defined clear strategic priorities for how we able to invest in top-line growth. presented in the 2016 Annual Report,
intended to strengthen our core beer business available on www.carlsberggroup.com.
while at the same time positioning the Our results in 2018 reassure us that our
Company for future growth. strategic priorities are right. Our focus in the
future will be on both delivering top-line
+9%
NYA CARNEGIE VOLUME GROWTH
Teaming up with Brooklyn Brewery, we established
the Nya Carnegie brewery in Stockholm, Sweden, in
2012. The craft brewery’s product line-up features
seven year-round beers, seasonal releases and special
limited experiments. Since its inauguration, the
brewery and its restaurant have become increasingly
popular with both Stockholmers and tourists from
around the world. Leveraging Carlsberg’s distribution
set-up, Nya Carnegie’s beers are sold across Sweden.
In 2018, Nya Carnegie grew volumes by 9%.
+5%
design from 1904. Bulgaria (see page 14).
campaign, strong commercial focus and the In France, our alcohol-free brews grew by 21%,
successful launch of Baltika 0 Wheat in 2017. driven by 1664 Blonde Sans Alcool, 1664
Blanc Sans Alcool and Tourtel.
In Sweden, we promoted our growing range
of alcohol-free brews by delivering alcohol- BIRELL
free brews to pleasure yachtsmen in During the year, we launched Birell as the
Stockholm’s archipelago. Our "alcohol-free Group’s first global alcohol-free brew. The brand
brews boat" subsequently received a five-star was launched in Bulgaria and Poland in May.
rating from consumers on its Facebook page.
Our alcohol-free brew portfolio in Sweden The comprehensive launch campaign included
grew by 34%. TV commercials, cutting-edge digital marketing,
outdoor advertising and extensive sampling
applying various techniques.
GROW IN ASIA
+49%
Our investments in premiumisation and
expansion in Asia are delivering strong results.
In 2018, total volumes grew organically by
8.6%. Our international portfolio in the region –
Tuborg, Carlsberg and 1664 Blanc – delivered
1664 BLANC VOLUME GROWTH even better results, growing volumes by 14%.
1664 Blanc is a good example of SAIL’22.
In 2015, it was a local French line extension SAIL’22 is focused in particular on China and
of the 1664 lager. As part of SAIL’22, it was India, as these markets have good potential for
decided to turn the brand into a leading global top-line growth. In China, premiumisation will
speciality brand. Since then, 1664 Blanc has be an important driver of top-line growth,
undergone a rapid transformation and is now while in India market volume growth is also
the fastest-growing global brand in the Group. expected to be a contributor. Our 2018 results
Its popularity with consumers is indisputable, in Asia are presented on pages 17-19.
not least in China, where the brand’s
sophisticated look and great taste led to
volume growth of 51% in 2018, making China
the brand’s largest single market.
4x1
opportunities and is growing across Western Europe and also in
Eastern Europe. We believe it will remain an attractive beverage
category in the years to come, as it benefits from the growing
global health & wellness trend among consumers. Our portfolio
of alcohol-free brews had very good momentum in 2018,
PREMIUMISING LOCAL
achieving volume growth of 33% in the Western European
2017: 15% growth markets. In Russia, growth was 33%, with significant volume CHINESE POWER BRANDS
2018: 33% growth growth for brands such as Baltika 0 and Baltika 7 Non- In December 2017, we simultaneously
Alcoholic. launched a white (wheat) beer line extension
of our four local Chinese power brands:
ChongQing, Xixia, Wusu and Dali. All the
brands have market-leading positions in
GROW IN ASIA their local geographies, but, following the
In 2018, Asia accounted for 29% of Group volumes and Group general decline of mainstream beer in China,
operating profit. Continuing the growth trajectory of this region all were in need of a premium offering.
remains a priority of SAIL’22, and in 2018 volume growth was Generally, Chinese consumers enjoy wheat
8.6% and organic operating profit growth 15.8%. Good growth of beer, and core beer consumers proved willing
our international brands as well as our local power brands to trade up and pay more for a local wheat
contributed to both top- and bottom-line growth. Particularly beer, delivering strong results for 2018.
2017: 8.1% growth strong results were achieved in China and India, with organic
2018: 15.8% growth operating profit growth of 18% and 131% respectively. REVITALISE CORE BEER & GROW IN ASIA
CARLSBERG GROUP ANNUAL REPORT 2018 OUR STRATEGY 31
20,000
Our ambitious sustainability programme,
sites in China, India and Poland on our journey
Together Towards ZERO (TTZ), defines our
towards zero coal by 2022.
sustainability priorities and sets measurable
targets for 2022 and 2030 respectively within
We use solar installations at our breweries
the areas of carbon, water, responsible drinking
in China, India and Switzerland, and in 2018
and health & safety. SHOPS VISITED IN UKRAINE
we added a new 1 MW rooftop installation
at our brewery in Lithuania. Other sources of On Global Beer Responsibility Day, Carlsberg
Recognising that we cannot achieve our Ukraine employees wearing T-shirts featuring
renewables include biomass and biogas. A new
ambitions by working in isolation, TTZ was retro audio-cassettes with the headline, “Don’t
biomass boiler at our Čelarevo brewery in
devised with the support of experts using a know how it works? Sorry, no beer for you!”
Serbia, fuelled by wood pellets, helped reduce
science-based approach, and we are visited 20,000 shops to talk about the dangers
relative carbon emissions at the site by 22% in
collaborating with experts to deliver on it. of selling alcohol to young people. Shop-
2018.
workers were given fun gifts to prompt ID
We also launched the Carlsberg Young Scientist requests, and two leading psychologists
Moreover, in 2018 we introduced the Carlsberg
Community, where a group of postdocs will mentored parents on how to talk to their
Operational Manual at our breweries in order
build on our scientific strength to identify and teenage children about the importance of
to continuously improve within our existing
develop solutions within water and energy not drinking alcohol while underage.
processes through best practice learnings from
consumption at our breweries.
across the Group.
TOGETHER TOWARDS ZERO –
RESPONSIBLE DRINKING
CARLSBERG GROUP ANNUAL REPORT 2018 OUR STRATEGY 32
1,200
TONNES OF PLASTIC SAVED
In September, we launched the pioneering
Snap Pack solution to reduce plastic waste.
Snap Pack glues together multi-packs, thereby
making it possible for the Carlsberg Group
to reduce plastic waste by more than 1,200
tonnes per year – equivalent to 60 million
plastic bags. In addition, a number of other
betterments for the Carlsberg brand were
achieved, including caps that remove oxygen
to make the beer taste fresher for longer and
changing the brand’s green ink to a Cradle to
Cradle Certified™ ink to improve recyclability.
By the end of 2018, 96% of our products rules and regulations, in 2016 we launched the KPIs & RESULTS
carried responsible drinking messages advising Live by our Compass programme.
consumers not to drink-drive and not to drink WINNING CULTURE
when underage or pregnant. In addition, we The programme continues to provide detailed
included information on ingredients and guidance on ethical behaviour, emphasising the
ZERO CARBON FOOTPRINT
nutritional values per 100 ml on 86% of importance of integrity at all levels of our
We want to achieve zero carbon emissions at our breweries by
packaging in Western Europe. organisation. We reinforce this with risk
2030, with a 50% reduction by 2022. Our full value chain target
assessments, third-party screening,
ZERO ACCIDENTS CULTURE is a 30% reduction in emissions by 2030, with a 15% reduction by
compliance training and market audits.
Protecting the lives and health of our people 2022. In 2018, we had reduced relative carbon emissions by 20%
is a fundamental priority for us. In 2017, we since 2015.
In December 2018, we launched a single
achieved a significant reduction in accident global online platform covering all codes,
rates, and in 2018 we sustained this. policies and manuals, accompanied by a
comprehensive communications package. ZERO WATER WASTE
During the year, we rolled out our new Life
Saving Rules programme across the business. We aim to halve water usage at our breweries by 2030, with a
REPORTING 25% reduction by 2022. At 3.1 hl/hl in 2018, we have made a
Built on industry experience, this programme Our 2018 Sustainability Report contains
focuses on the specific areas where we have 9% improvement in water efficiency from our 2015 baseline.
much more information on TTZ, including a Performance in 2018 was on a par with 2017, meaning that
learned that people’s lives can be endangered detailed description of our KPIs and progress
if rules are not followed correctly. We are faster change will be required to reach our 2022 target.
towards our 2022 and 2030 targets.
providing training for our leaders, preparing
them to better model desired behaviours, The report carries an assurance statement
communicate consistently and engage their by PwC on selected indicators, serves as our
teams with health & safety. By the end of ZERO IRRESPONSIBLE DRINKING
annual Communication on Progress to the Our targets include 100% distribution of alcohol-free brews to
2018, we had reached 1,500 leaders, and we United Nations Global Compact and enables
are targeting 1,200 more in 2019. expand consumer choice and 100% of our markets to improve on
us to live up to our legal responsibility for CSR responsible drinking year on year. In 2018, we made steady
disclosure under section 99a of the Danish progress on key performance indicators, including responsible
Despite the positive progress within health & Financial Statements Act.
safety, our performance in 2018 was not good drinking messages and consumer information on our packaging,
enough, as we very sadly recorded three and growing alcohol-free beer availability and volume.
fatalities. These tragedies underline the need
for day-to-day vigilance to create a zero
accidents culture.
ZERO ACCIDENTS CULTURE
We are determined to provide a safe working environment for
our employees, and our aim is to achieve zero lost-time
LIVE BY OUR COMPASS
accidents by 2030. In 2017, we achieved a significant reduction
In order to ensure the high degree of integrity, Download our
in accident rates, a performance we sustained in 2018. However,
honesty and ethical business conduct that is Sustainability Report
our performance was not good enough, as we very sadly
part of our winning culture, as well as reduce www.carlsberggroup.com/reports-downloads/
recorded three fatalities.
the risk of non-compliance with applicable carlsberg-group-2018-sustainability-report/
CARLSBERG GROUP ANNUAL REPORT 2018 OUR STRATEGY 34
RISK MANAGEMENT
MANAGING RISKS
TO REDUCE UNCERTAINTIES
We seek to manage risks in such are then responsible for mitigating the risks impact and likelihood, and the five highest
through a programme of risk management ranked risks are described in the following.
a way that we minimise their
threats while making the best
activities.
COMMODITY AND FOREIGN EXCHANGE
IDENTIFIED
use of their opportunities. Local entities and Group functions are IMPACT RISKS FOR 2019
Description
responsible for the identification, evaluation,
This remains a high-impact risk for 2019. RISKS WITH HIGHEST POTENTIAL
GOVERNANCE STRUCTURE qualification, recording and reporting to
Increasing commodity prices, including barley IMPACT AND PROBABILITY
The Supervisory Board is ultimately responsible management of business risks at local level.
and malt due to the poor harvest after the very • Commodity and foreign exchange
for risk management, and it has appointed Local and functional risk assessment follows impact
warm summer in 2018, and adverse foreign
the Audit Committee to act on its behalf in the same principles and methodology as • Legal and regulatory compliance
exchange movements negatively affect the • Partnerships
monitoring the effectiveness of the Group’s risk Group-level risk assessment. The responsibility
prices of raw materials and other inputs, • Industry consolidation
management. Monitoring is mainly performed for the local review lies with the risk officer,
thereby affecting the competitiveness of the • Political and economic instability
in connection with the half-year reviews, typically the local head of Finance, to ensure
business and the delivery of results.
although recurring financial risks are evaluated that risk management is incorporated into
OTHER IDENTIFIED RISKS
on a quarterly basis. The Audit Committee management meetings, business reviews and • Cyber and IT security
Competition in most markets is generally fierce
adopts guidelines for key areas of risk, key decision-making. Following the risk • Income tax
and trade term pressure from our customers • Regulatory changes, incl. duties
monitors developments and ensures that plans identification, local risk owners are assigned
remains strong, leading to a challenging pricing • Strategy execution
are in place for the management of individual and given responsibility for mitigating the risks
environment. • Talent management
risks, including commercial and financial risks. through a programme of risk management
• Pensions
activities. • Business/brewery interruption
Foreign exchange and commodity risks,
The Executive Committee (ExCom) is • Quality design and execution
including our hedging approach, are described
responsible for reviewing the overall risk Risk reporting is incorporated in regular
in more detail in the notes to the consolidated
exposure associated with the Group’s activities. business reviews and Group Risk Management
financial statements, see sections 1.2, 1.3 and
Risks are assessed according to a two- is responsible for facilitating and following up
4.6.
dimensional heat map rating system that on risk action plans for the most significant
estimates the impact of the risk on operating risks in the Carlsberg Group.
Mitigation
profit or brand/image and the likelihood of the
We will continue to embed a value-based
risk materialising. Based on this assessment, RISKS IDENTIFIED FOR 2019
approach across all markets to achieve a
ExCom identifies the high-risk issues for the The identified risks for 2019 are shown in the
positive price/mix while applying the Golden
coming year. ExCom assigns risk owners, who box to the right. We rank risk according to
Triangle to ensure a balanced approach to
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 36
market share, GPaL (gross profit after logistics) some Asian markets as well as local partners able to act upon and mitigate the impact of stable markets, premiumising our portfolio and
margin and operating profit. in some Asian and European markets. industry consolidation. This includes improving expanding our geographic footprint.
our core beer business and driving craft &
LEGAL AND REGULATORY COMPLIANCE The strength of the relationships with our speciality and alcohol-free brews, becoming
Description different partners, and in some cases the risk of a valued partner of our customers and offering
Legal and regulatory compliance risks partnership disagreement, may affect our the preferred beer of our consumers.
include competition law and data protection ability to manage the growth of our business.
compliance as well as non-compliance with In addition, we will seek to further develop our
anti-bribery & corruption regulations. Failure Mitigation partnerships with suppliers and create
to comply with regulations and Group policies We seek to have an ongoing dialogue with alternative sourcing solutions.
may lead to fines, claims and brand damage. our partners to identify any issues at an early
stage. The relevant members of ExCom are POLITICAL AND ECONOMIC INSTABILITY
In 2018, the Group experienced competition actively involved in partner relationships, Description
law dawn raids in more than one jurisdiction. participating in the ongoing dialogues to Political and economic instability has been
Competition law is a real and growing risk. The ensure constructive negotiations and effective considered a high-impact risk since 2017.
significance of this risk is also reflected in the and fast resolution of potential issues.
consolidated financial statements (see section Adverse economic conditions may result in
3.3). INDUSTRY CONSOLIDATION reduced consumer demand and a higher
Description degree of price sensitivity on the part of
Mitigation Industry consolidation has been viewed as a consumers, while major social or political
We are strengthening the Group-wide control high risk since 2016. Consolidation within the changes may disrupt sales and operations.
framework covering all legal compliance areas, beer industry has created bigger players with
including, but not limited to, competition law, increased scale. Political and economic instability may lead to
anti-bribery & corruption and data protection. adverse exchange rate fluctuations, increased
Although strong local market positions remain credit risk, insolvency of suppliers, impairment
We have policies in place, and conduct regular key to creating value, consolidation creates of goodwill or brands, operational restrictions,
training of relevant employees and emphasise stronger competitors with increased financial increases in duties and taxes imposed on beer,
continued awareness building for the top-60 strength and bargaining power, potentially and possibly nationalisation of assets.
leadership team. Employees are required to impacting on the Carlsberg Group’s ability to
pass e-learning modules within relevant legal compete. Mitigation
areas on a continuous basis to drive awareness We closely monitor our markets in order to
and knowledge building. Consolidation is also taking place among our be able to respond in a timely manner to any
customers and suppliers, This leads to increased adverse developments.
PARTNERSHIPS dependency, pricing pressure and the risk of
Description margin pressure. Mitigating activities also include hedging and
Partnerships remain a high risk for 2019. maintaining variability in the cost base. SAIL’22 Download our policies
We cooperate with partners in a number of Mitigation also provides mitigation by further www.carlsberggroup.com/sustainability/download/
markets, particularly the global soft drinks The priorities and initiatives of SAIL’22 seek to strengthening our core business in mature, download-our-policies
manufacturers in the Nordic countries and position the Group in such a way that we are
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 37
CORPORATE GOVERNANCE
CONTINUED FOCUS ON
CORPORATE GOVERNANCE
Our governance framework aims RECOMMENDATIONS ON CORPORATE published on the Group’s website as THE ANNUAL GENERAL MEETING
GOVERNANCE recommended by the Committee. The 2018 Annual General Meeting (AGM) took
to ensure active business
The recommendations of the Danish Committee place on 14 March. The minutes of the meeting
management across the Group on Corporate Governance form part of Nasdaq Moreover, from May to December 2018, are available on www.carlsberggroup.com.
and reduce risk. Copenhagen A/S’ rules for issuers of shares. the Company did not comply with the Rules and deadlines applying to the AGM and
The Company complies with all but three of the recommendation that at least half of the other General Meetings are stipulated in the
The Carlsberg Group seeks to develop and recommendations, as explained below. members of the Supervisory Board elected by Company’s Articles of Association, which are
maintain a positive and constructive the general meeting should be independent. In available on www.carlsberggroup.com along
relationship with all its stakeholders. For With respect to the recommendation to publish May 2018 Nancy Cruickshank, a former tenth with other AGM-related information.
this reason, and in order to reduce risk and quarterly reports, the Supervisory Board finds Supervisory Board member elected by the
promote good governance in the Carlsberg that half-year reporting is more appropriate General Meeting, stepped down from the GOVERNANCE STRUCTURE
Group, the Group has policies for a number of due to the seasonality of the Group’s business Supervisory Board to join the Group as Senior The Supervisory Board has established three
key areas, such as communications, human and the fact that the Group historically has Vice President Digital Business Transformation. board committees: an Audit Committee, a
resources, environment, business ethics, seen high volatility in quarterly earnings and The process of identifying a new candidate for Nomination Committee and a Remuneration
competition law, marketing communication, margins as a result of phasing of costs. The election at the next Annual General Meeting in Committee. For the time being, the Supervisory
finance and responsibility to customers and Supervisory Board considers the high volatility March 2019 was immediately initiated and has Board considers these committees to be
society in general. The Supervisory Board is to be potentially misleading for understanding been completed. sufficient; however, each year the Supervisory
responsible for overseeing that the Executive underlying Group performance. The Company Board considers whether the number and scope
Committee (ExCom) has an adequate system issues Q1 and Q3 trading statements, which The Company’s statutory report on corporate of the committees are appropriate. The board
and resources in place to ensure compliance include volume and net revenue data, along governance includes a full list of the committees prepare and facilitate Supervisory
with these policies. with comments on sales performance in the recommendations, with comments on the Board decisions.
quarter. Group’s position on each recommendation.
The basis of our corporate governance includes The Supervisory Board hires and supervises the
in particular the Danish Companies Act, the With respect to diversity, the Company Executive Board, which consists of the CEO and
Danish Financial Statements Act, IFRS, the EU complies with the recommendation that the CFO, who are not members of the Supervisory
Market Abuse Regulation, Nasdaq Copenhagen Board should discuss the Group’s activities on Board. The Group also has a wider Executive
A/S’ rules for issuers of shares, local legislation an annual basis to ensure relevant diversity at Download our statutory report Committee, which, in addition to the CEO and
and the Company’s Articles of Association. management levels, including the adoption of a on corporate governance CFO, consists of a wider group of Executive
policy on diversity. However, the policy is not Vice Presidents, portrayed on pages 52-53.
www.carlsberggroup.com/who-we-are/corporate-
governance/#StatutoryReports While the Executive Board members are
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 38
formally registered as executive directors of The members elected by the General Meeting Foundation, the Company’s principal Information on the Supervisory Board members
the Company, ExCom collectively prepares are elected individually and for a term of one shareholder, and have an academic is available on pages 49-51. Detailed CVs can
and implements the Company’s strategic plans. year. Re-election is possible. background. These members are bearers be found on www.carlsberggroup.com.
of the Carlsberg Group culture, and the
COMPOSITION OF THE SUPERVISORY Four of the nine members elected by the heritage and values stemming from founder DIVERSITY
BOARD General Meeting are independent and have an J.C. Jacobsen, and the Supervisory Board The Supervisory Board believes that its
The Supervisory Board currently has nine international business background in addition sees these members as patrons of the same. members should be chosen for their
members elected by the General Meeting and, to competences related to FMCG, finance, competences, but recognises the benefits of
in accordance with the Danish Companies Act, emerging markets and Russia. The other five The employee representatives are elected for diversity in respect of experience, culture,
five members elected by the employees. members are affiliated to the Carlsberg a term of four years. They hold the same rights international experience and gender, and has
and obligations as the members elected by laid down the following specific objectives in
the General Meeting. The current employee relation to international experience and gender:
representatives were elected in 2018 and • With regard to international experience, the
the next election will take place in 2022. objective is that 50% or more of the
Supervisory Board members elected by the
Supervisory Board meetings The Supervisory Board believes that the General Meeting should have substantial
composition of the Board ensures an international experience from managing large
Chairmanship Board
appropriate level of diversity and breadth corporations or institutions. The Supervisory
Board member meetings attended meetings attended
in the members’ approach to their duties, Board expects to fulfil this objective with the
Flemming Besenbacher (Chairman)1
thereby helping to ensure that decisions are candidates nominated for election at the
Lars Rebien Sørensen (Deputy Chairman)1,2
well considered and that the long-term 2019 AGM. Furthermore, with a representation
Hans Andersen3 perspective is duly taken into account. of more than 20 nationalities, the international
Carl Bache1 experience of the Carlsberg Group top-60
Richard Burrows1,2 Each year, the Supervisory Board considers leadership team is significant.
Magdi Batato1,2 the skills that should be represented on • The proportion of the underrepresented
the Supervisory Board on the basis of a gender (currently women) on the Supervisory
Donna Cordner1,2
recommendation from the Nomination Board should reach at least 40% of the
Nancy Cruickshank 1,2
Committee. members elected by the General Meeting
Eva Vilstrup Decker3 no later than 2021. In May 2018, Nancy
Kees van der Graaf1,2 These skills are described in the Specification Cruickshank stepped down from the
Finn Lok3 of Competences, available on Supervisory Board to join the Group as SVP
Erik Lund3 www.carlsberggroup.com. The Nomination Digital Business Transformation. Up to that
Committee and the Supervisory Board take point, three Supervisory Board members
Søren-Peter Fuchs Olesen1
the description of the required skills into elected by the General Meeting were women.
Peter Petersen3
consideration when recommending new At the AGM in 2019, a new female candidate,
Nina Smith1 candidates for the Supervisory Board. None Domitille Doat-Le Bigot, will be nominated to
Lars Stemmerik1 of the members of the Supervisory Board replace Nancy Cruickshank. Diversity remains
1 Elected
are or have been involved in the executive a high priority for the Supervisory Board.
by the General Meeting. 2 Independent. 3 Employee-elected.
Attended meeting. Did not attend meeting. Not a Board member at the time. management of the Group. The gender target applies to the boards of all
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 39
Danish Carlsberg Group companies that are Board has drawn up a policy and set out
required to set such objectives. This is specific action points for the Executive Board
currently Carlsberg A/S, Carlsberg Breweries to implement. SUPERVISORY
A/S, Carlsberg Global Business Services A/S,
Carlsberg Danmark A/S and Carlsberg Supply In 2018, these actions included:
BOARD 2018
Company Denmark A/S. In 2018, two • As part of the Group Recruitment Policy,
Supervisory Board members of Carlsberg A/S recruitment companies and executive search MAIN TOPICS OF DISCUSSION
elected by the General Meeting were women, companies were asked to prepare a shortlist
Strategy
i.e. 22%, although up to May 2018, when with at least one qualified female candidate • Discussion and approval of the bonus
• Ongoing review and implementation of
Nancy Cruickshank stepped down, the figure when the Group recruits for senior SAIL’22. structures in the Group’s incentive
was 30%. Accordingly, the objective with management positions. • Review of and debate on R&D, innovation, programme, ensuring support of and
branding, quality and other strategic alignment with SAIL’22.
regard to gender diversity on the Supervisory • At least one third of the participants in the
Board has not yet been met. At Carlsberg Group's leadership programme should be initiatives.
• Review and discussion of organic and Compliance and core values
Breweries A/S, all four Supervisory Board women. This target was met in 2018, as • Compliance and enhancing compliance
potential inorganic opportunities.
members elected by the General Meeting are 30% of the leadership programme nominees • Monitoring of the Funding the Journey efforts.
men. The Board consists of the members of were women. programme and the continued embedding • Review of reputation survey and
discussion of how to sustain and
the Chairmanship and of the Executive Board • Our leadership development centres support of its principles in the Group’s ways of
working. enhance the Group’s strong
of Carlsberg A/S, and it was not considered individual development towards senior reputation.
• Review and approval of the Group’s
appropriate to change this approach in 2018. leadership positions. In 2018, one third of • Review of the progress of the Group’s
capital structure and funding.
At Carlsberg Global Business Services A/S the participants in our Development Centres sustainability programme Together
and Carlsberg Supply Company Denmark Level 2 were women. Organisation, people, succession planning Towards ZERO.
and talent management • Review and discussion of how to
A/S, the three members of the respective
• Recommendation of Magdi Batato as improve the development and quality
boards are all men, which means that the THE WORK OF THE SUPERVISORY programmes.
Supervisory Board candidate for election
target has not yet been met in either BOARD at the 2018 AGM.
company. At Carlsberg Danmark A/S, one of The Supervisory Board monitors that the • Succession planning for the Supervisory Governance and risk management
the three Supervisory Board members is a Executive Board observes the goals, strategies Board and its committees, including the • Review of the outcome of the 2017
recommendation of Lars Fruergaard Supervisory Board evaluation process,
woman, which means that the objective with and business procedures established by the including follow-up on all
Jørgensen, Domitille Doat-Le Bigot and
regard to gender diversity is considered Board. suggestions.
Lilian Fossum Biner as candidates for the
fulfilled. Supervisory Board at the 2019 AGM. • Review and discussion of the Group
The Chairman and Deputy Chairman of the • Succession planning for the executive Internal Audit reports, working
Whilst the Supervisory Board is of the opinion Supervisory Board constitute the Chairmanship. management. processes and continued improvement.
• Review of the Group’s people agenda, • Discussion of relevant issues and
that competences must always come first, it The specific duties of the Chairman – and, in ways of working with the external
including diversity.
will consider candidates with a view to his absence, the Deputy Chairman – are set auditor.
• Organisational restructuring, management
increasing the underrepresented gender on out in the Rules of Procedure. In 2018, the and development of the internal talent • Approval of the external auditor for
the Supervisory Board. Chairmanship and the Executive Board held six pool, and general succession planning. election at the 2018 AGM.
meetings. The Supervisory Board of Carlsberg
Currently, women are also underrepresented A/S held eight meetings as well as a 1.5-day
in senior management positions. To increase strategy seminar.
the proportion of women, the Supervisory
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 40
The Executive Board always attends the be updated or strengthened with respect to BOARD COMMITTEES to identify new candidates for the vacant
Supervisory Board meetings and, in order to their duties. Supervisory Board position following the
improve transparency, the members of ExCom THE NOMINATION COMMITTEE departure of Nancy Cruickshank as well as
are also invited to attend when it makes sense. During the evaluation process in 2018, In 2018, the Nomination Committee consisted candidates for the vacant positions following
This gives the Supervisory Board better insight the Supervisory Board members generally of three members. The Nomination Committee the considerations of Lars Rebien Sørensen
into the business. expressed that they find the pre-read material is appointed for one year at a time. The and Donna Cordner not to stand for re-
and presentations of a high quality, that the Chairman of the Committee does not qualify election at the 2019 AGM.
Prior to each Supervisory Board meeting, the topics and agendas cover relevant matters as being independent, while the other two • Evaluating the composition, structure and size
Supervisory Board and ExCom have evening adequately, that meetings are well planned members do. of the Board.
meetings at which key people from the Group and the time and discussions well prioritised,
present a market or other relevant topic. In and that they appreciate the open discussions The Nomination Committee works according THE REMUNERATION COMMITTEE
2018, these included various topics relating to at the Supervisory Board meetings with the to Terms of Reference, which are reviewed and The work of the Remuneration Committee is
SAIL’22 and to the Carlsberg organisation, such Executive Board and other management approved annually by the Supervisory Board. described in the Remuneration report on pages
as the strategy on big cities, R&D, digital, members. The Terms of Reference are available on the 43-48.
sustainability, IT security, quality and our Company’s website.
business in Sweden. The Supervisory Board also expressed THE AUDIT COMMITTEE
satisfaction with the focus on risk evaluation, In 2018, the Committee had particular focus In 2018, the Audit Committee consisted of
SUPERVISORY BOARD EVALUATION strategy and direction-setting during Board on: four members. The Audit Committee is
PROCESS discussions. The evaluation process led to a • Planning the Board’s evaluation process. appointed for one year at a time. Three out of
Each year, the Chairman of the Supervisory short catalogue of ideas for minor changes to • Reviewing the Specification of Competences the four members of the Committee qualify as
Board heads a structured evaluation of the the way the Supervisory Board works. These for Board members to ensure that they reflect being independent of the Company, and the
Board’s work, accomplishments and ideas were considered and, where relevant, the skills and experiences needed to best Committee has the relevant financial expertise
composition. In addition, the Supervisory Board implemented by the Supervisory Board. support the execution of SAIL’22. and necessary experience of the Company’s
considers, based on input from the Nomination • Succession planning at Supervisory Board and sector.
Committee as well as the Board evaluation ExCom level. A significant task in 2018 was
process, whether its members’ expertise should
Attended meeting. Not a Committee member at the time. 1 Nota member of the Committee; attends meetings in his capacity as Chairman of the Supervisory Board.
Attended meeting. Not a Committee member at the time.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 41
The Audit Committee works according to environment. The Audit Committee is there has been continual focus on the Group entities are required to reassess their
Terms of Reference and a detailed annual responsible for monitoring the effectiveness of standardisation of processes and controls. In controls biannually and must update changes
meeting plan, which are reviewed and approved the internal control and risk management addition, the governance has been to the control framework for financial reporting,
by the Supervisory Board prior to the beginning systems related to the financial reporting strengthened, including through extensive including new risks and controls.
of each financial year. The Supervisory Board process on an ongoing basis. education and training in risk and controls.
approved the Audit Committee meeting plan CONTROL ACTIVITIES
for 2019 and the current Terms of Reference at The Group has a number of policies and As a consequence of the Group’s growth as a The Group has implemented a formalised
the Supervisory Board meeting in December procedures in key areas of financial reporting, result of acquisitions, processes are not financial reporting process for the strategy
2018. The Terms of Reference are available on including the Finance Policy, the Accounting standardised across entities. The current state process, budget process, estimates and monthly
the Company’s website. Manual, the Controller Manual, the Use of of the control environment is not yet, therefore, reporting on actual performance. The accounting
Auditors Policy, the Chart of Authority, the where the Group wants to be. information reported by all Group companies is
In 2018, the Audit Committee had particular Risk Management Policy, the Financial Risk reviewed both by controllers with regional or
focus on a number of other areas, including: Management Policy, the Corporate Governance The Group will continue to strengthen the functional in-depth knowledge of the individual
• Monitoring the effectiveness of the control Policy, the Information Security and Acceptable financial control environment through further companies/functions and by technical
environment and overseeing the progress on Use Policy, the Records Management & standardisation, increased automation, strong accounting specialists.
developing a new reporting system on the Personal Data Protection Policy, the Stock analytics and transparent governance.
effectiveness of the controls over financial Exchange Compliance Policy, the Tax Policy, In addition, significant Group companies have
reporting. and the Code of Ethics and Conduct. The framework is monitored through entities’ controllers with extensive commercial and/or
• Reviewing the progress of the work of the The policies and procedures apply to all self-assessment of the effectiveness of the supply chain knowledge and insight. Controllers
Group Internal Audit function. subsidiaries, and similar requirements are set implemented controls and continuous testing of are continuously updated on best practice
• Reviewing the Integrity Committee’s work. out in collaboration with the partners in joint performance by an established second-line- relating to internal financial controls, and
• Managing financial risk. ventures. of-defence team. The monitoring of the trained in new accounting and reporting
• Reviewing the risk management process. performance of the controls focuses on the requirements.
In 2018, the Group implemented a new risk quality of the controls, the effectiveness with
AUDITING and internal control framework for financial which they are performed and the efficiency of The entities in the Group are dependent on
To safeguard the interests of shareholders and reporting. The framework defines who is the overall controlling processes. IT systems. Any weaknesses in the system
the general public, an independent auditor is responsible and where the controls are controls or IT environment are compensated
appointed at the Annual General Meeting performed, and is designed to reduce and RISK ASSESSMENT for by manual controls in order to mitigate
following a proposal from the Supervisory mitigate financial risks identified and ensure With the implementation of the control any significant risk relating to the financial
Board, which is based on a recommendation reliable internal and external financial framework for financial reporting, the Group reporting.
from the Audit Committee. reporting. has identified the risks that could have a direct
or indirect material impact on the financial In 2018, the Group continued the outsourcing
INTERNAL CONTROL AND RISK The framework has been strengthened by statements. Group entities are required to of certain key processes and implemented
MANAGEMENT RELATED TO THE implementing several controls, providing document transaction processes and the controls various tools for standardising key processes.
FINANCIAL REPORTING PROCESS assurance that key risks are covered by in place to cover the key risks identified. The Furthermore, the Group has established a
mitigating internal control assertions. minimum requirements for documenting the quality assurance team in order to ensure the
OVERALL CONTROL ENVIRONMENT risks must be set out in the framework and quality of the controls that are part of the
The Supervisory Board and ExCom have overall During the implementation and strengthening visualised in the processes. outsourced processes, including their
responsibility for the Carlsberg Group’s control of the framework across functions and entities, performance.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 42
INFORMATION AND COMMUNICATION implementing stronger remediated controls for GROUP INTERNAL AUDIT controls, compliance (internal and external
The Group has established information and segregation of duties in the ERP systems. Group Internal Audit provides objective and regulation) and information technology.
communication systems to ensure accounting independent assessment of the adequacy,
and internal control compliance. During the risk MONITORING effectiveness and quality of the Group’s internal SPEAK UP
assessment periods, Group entities are required The Audit Committee’s monitoring covers controls. Group Internal Audit works in The Carlsberg Group has a Speak Up system
to report on missing or inadequate controls. both the internal control environment and accordance with a charter, which is reviewed on that enables employees to report misconduct.
Each entity assesses any need for compensating business risk. Monitoring of the internal control an annual basis and approved by the Audit Reports typically relate to suspected violations
controls, or for design and implementation of environment is covered by the Group’s control Committee. of the Carlsberg Code of Ethics and Conduct.
new controls. framework for financial reporting. The Speak Up system is facilitated by an
Taking into account the annual review of external provider and allows concerns to be
During implementation of the new control The financial risks are assessed and reviewed at business risks (cf. pages 35-36), an internal brought to the attention of Group Legal and
framework in 2018, Group entities mapped multiple levels in the Group, including monthly audit plan is drawn up for the year. The plan is Compliance anonymously and via multiple
controls on segregation of duties to implement performance review meetings at ExCom level, reviewed and approved by the Audit Committee. channels. The Chief Compliance Officer is
necessary compensating controls, and are now periodic review of control documentation, and In 2018, Group Internal Audit conducted audits responsible for reviewing all reported Speak Up
audits performed by Group Internal Audit. mainly in the areas of financial reporting matters. Furthermore, an Integrity Committee,
chaired by the CFO, oversees the follow-up of
major Speak Up investigations and provides a
report on this to the Audit Committee at least
quarterly.
+12%
SOMERSBY GROWTH
The Speak Up Manual and Misconduct
Investigation Manual were updated in 2018 to
reflect the roles and responsibilities of the parties
involved in Speak Up investigations. The launch
of these revised manuals was accompanied by
First launched in Denmark in 2008, Somersby
a campaign to raise awareness of the various
has grown to become the world’s leading
Speak Up channels available in the Group.
international cider brand outside the UK.
Today, Somersby is available in 50 markets
Since the establishment of the Speak Up
around the globe and has a no. 1 or 2
system in April 2010, some reports and their
position in more than 30 markets, including
subsequent investigation have led to various
Poland, Denmark, Switzerland, Ukraine,
disciplinary sanctions, including dismissal on
Malaysia and Australia. In 2018, Somersby
the basis of violation of Group policies and, in
experienced 12% volume growth, driven by a
some cases, relevant criminal laws. Most of
new, refreshingly optimistic advertising
these matters related to isolated incidents of
campaign and successful innovation with the
fraud carried out by individual employees in the
multi-market launch of Somersby Sparkling
Group. The incidents have not had any material
Rose and Watermelon.
impact on the financial results of the Group or
the Group company in question.
GROW CRAFT & SPECIALITY
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 43
REMUNERATION
EXECUTIVES’
REMUNERATION OUR APPROACH TO
REMUNERATION
The Carlsberg Group’s remuneration is MAIN ACTIVITIES IN 2018
designed to enable us to recruit and retain During 2018, the main activities of
individuals with the expertise and ability the Remuneration Committee were:
required to run a growing international
We want our executives to share The Committee also takes into account levels
company, and to do so in a way that
• Determining levels of long-term
of remuneration for similar roles at comparable incentive awards.
our shareholders’ interests, and drives our business success and rewards • Considering stakeholders’ feedback
companies in both the beverage and FMCG
the remuneration of executive sectors, as well as companies based in the
executives when shareholders are rewarded. from the 2018 Annual General
Levels of fixed remuneration are set based Meeting and from media.
directors should support this Nordic region across all industry sectors. on individuals’ experience and contribution, • Reviewing the Remuneration Policy
alignment. and in the context of the external market. for the Executive Board and agreeing
The Committee and the Supervisory Board to make no changes to the policy.
While we do not seek to adhere rigidly to • Considering the achievement of
The Remuneration Committee has not have decided to increase the executive
market benchmarks, we monitor and take performance criteria for the annual
proposed any changes to the pay structure, directors’ fixed salaries in 2019 by 2.3%. into account pay levels and incentive bonus plan for 2017.
and the Remuneration Policy will remain opportunities in the principal markets from • Considering the achievement of
Annual bonus which we recruit: our European brewing and performance criteria for the Funding
unchanged in 2019.
The annual bonus is structured to incentivise spirits peers and the global consumer goods the Journey cash incentive award.
the executive directors to deliver on the Group’s sector, as well as companies across industry • Reviewing fixed salary levels, bonus
REMUNERATION OF THE EXECUTIVE sectors in the Nordic region. targets and levels of long-term
short-term strategic objectives.
BOARD incentive awards for 2019.
Many of our investors – including our
REMUNERATION POLICY For 2019, the potential maximum bonus main shareholder – are long-term holders 2019 OBJECTIVES
will remain at 100% of fixed salary, with of our shares. We want our executives to • Monitoring the implementation of the
The main elements of the executive directors’
60% of fixed salary payable for on-target share our shareholders’ perspective and EU Shareholder Rights Directive and
remuneration arrangements are summarised in believe that remuneration should align their
performance. ensuring that we continue to report
the table on page 45 and explained in more interests accordingly. The balance between transparently and in line with all
detail in the following paragraphs. the short-term remuneration package and relevant guidelines and regulations.
Determination of the final bonus is subject long-term share-based pay and • Reviewing the overall remuneration
Fixed salary to the discretion of the Committee and the shareholding requirements strengthens this structures for 2020 and beyond as the
Supervisory Board, taking into account the alignment. Company enters a period of growth.
The Committee reviews fixed salaries for
the executive directors annually, taking into overall performance of the business. The Company’s full Remuneration Policy for
account a number of relevant factors, including the Supervisory Board and Executive Board,
the individual’s performance, role and For 2019, the annual bonus comprises two and guidelines for incentive programmes as
responsibilities. Executives make their own elements. The first element, accounting for approved at the Annual General Meeting on
80% of the bonus, is based on three measures: 30 March 2017, are available on the
provision for retirement, meaning no additional
Company’s website.
pension contributions are made on their behalf. organic net revenue growth, organic operating
profit and addressable cash flow.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 44
The second element, accounting for 20%, The vesting of any performance shares is Reclaiming variable pay
will be linked to the executives’ individual subject to achievement of performance In the event of serious misconduct, or if an
performance against measures that reflect the
Group’s strategic priorities.
conditions, which were determined by the
Committee prior to the grant date.
annual bonus or long-term incentive award is
made on the basis of accounts that prove to
THE
be materially misstated, the Company may COMMITTEE’S
Long-term incentive arrangements
Since 2017, the long-term incentive
The performance share award will be subject reclaim, in full or in part, any overpayment
from the annual bonus, or cancel or withdraw
RESPONSIBILITIES
to four performance conditions measured over
arrangements for the executive directors have three years: total shareholder return (TSR), unexercised or unvested long-term incentive The Carlsberg Group’s Remuneration
consisted of performance shares only. earnings per share (EPS), organic net revenue awards made to the executive directors. Committee is responsible for the
growth and return on invested capital (ROIC). Remuneration Policy (including the
Performance shares vest three years after the Share ownership guidelines general guidelines for incentive
In order to strengthen the alignment between programmes) for all members of the
grant date, subject to performance conditions. The performance conditions increase and Supervisory Board and the Executive
The maximum value of awards that can be support alignment of the executive directors’ executive directors and shareholders, the CEO Board, for making proposals on
made in any single financial year, based on reward with the long-term Group strategy and is expected to build up a holding of shares changes to the Remuneration Policy,
face value, is 300% of fixed salary. shareholder value. In order for any award (or equivalent to 150% of fixed salary, and the CFO and for obtaining the approval of the
a holding equivalent to 120% of fixed salary. Supervisory Board prior to seeking
part of an award) to vest, the Committee must
shareholders’ approval at the Annual
Each year, the Committee determines the be satisfied that underlying Group performance General Meeting.
total level of the long-term incentive award Executive directors’ service contracts
is at a satisfactory level.
to be made to each executive. All long-term Service contracts for executive directors The Committee is responsible for
incentive awards are made at the discretion contain terms and conditions that are making proposals to the Supervisory
of the Committee. considered common to executive board Board on the actual structure and
members in Danish listed companies. content of the remuneration packages
of members of the Supervisory
Board and the Executive Board, in
accordance with the policy approved by
the shareholders.
Flemming Besenbacher1
1 Nota member of the Committee; attends meetings in his capacity as Chairman of the Supervisory Board.
Attended meeting. Did not attend meeting. Not a Board member at the time.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 45
Remuneration Policy
Measure Description Performance condition measured over the three financial years 2019-2021 Weighting
Relative total shareholder TSR measures the total return to investors. The Group’s TSR • 25% of TSR element vests if the Group’s TSR performance is at median of peer group’s¹. 25%
return (TSR) performance will be measured relative to a comparator • 100% vests for upper-quartile performance.
group of 16 companies¹. • Straight-line vesting between median and upper quartile.
Adjusted EPS growth Adjusted EPS growth targets measure the Group’s underlying • 25% of the adjusted EPS at constant currencies element vests for 4% p.a. growth. 25%
financial success. • 100% vests for 9% p.a. growth.
• Straight-line vesting between 4% p.a. and 9% p.a.
Organic net revenue growth Organic net revenue growth is a measure of the Group’s ability • 25% of the organic net revenue element vests for 1.5% p.a. growth. 25%
to deliver on our SAIL’22 priorities. • 100% vests for 4.5% p.a. growth.
• Straight-line vesting between 1.5% p.a. and 4.5% p.a.
Growth in ROIC Growing ROIC is a key financial metric reflecting our ability to • 25% of the ROIC in constant currencies element vests at 9.0% in 2021. 25%
drive a positive development in shareholder returns. • 100% vests for 10.0% in 2021.
• Straight-line vesting between 9.0% and 10.0% in 2021.
¹ TSR comparator group: Kirin Holdings, Britvic, Davide Campari-Milano, Rémy Cointreau, Asahi Group Holdings, Compañía Cervecerías Unidas, Diageo, Heineken, Ambev, Brown-Forman, Pernod-Ricard, Sapporo
Holdings, Dr Pepper Snapple Group, Tsingtao Brewery, Anheuser-Busch Inbev and Molson Coors Brewing.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 46
Remuneration of executive directors transferred to or cash equivalents received by Executive directors’ granted share options and The number of shares in the table is the
The table below shows the total remuneration the executive directors during the year. The performance shares maximum number of shares that can vest,
of the executive directors. The amount of amount only reflects the technical accounting The table below outlines the share options and based on an assessment of the extent to which
remuneration in the form of unvested share charge to the income statement required by performance shares granted to the executive the vesting conditions are expected to be met.
awards does not reflect the value of shares IFRS. directors. Cees ’t Hart did not exercise any The number of shares expected to vest is
share options in 2018. revised on a regular basis until vesting.
Remuneration of executive directors Executive directors’ granted share options and performance shares
DKK million 2018 2017 2018 2017 Exercise 1 Jan. 31 Dec. For exercise Fair value
Grant year year 2018 Granted 2018 31 Dec. 31 Dec.
Fixed salary 12.3 12.0 7.4 7.3
Cash bonus 12.3 9.3 7.4 5.6 SHARE OPTIONS
Other benefits 1.1 1.2 - - Cees ’t Hart
Special bonus¹ - - - 3.1 2015 2018-2023 97,334 - 97,334 97,334 18
Remuneration settled in cash 25.7 22.5 14.8 16.0 2016 2019-2024 17,650 - 17,650 - 2
Other non-monetary benefits 0.1 0.1 0.3 0.3 Total 114,984 - 114,984 97,334 20
Unvested share awards 26.7 20.6 13.3 9.0
Remuneration, non-monetary PERFORMANCE SHARES
and share-based 26.8 20.7 13.6 9.3 Cees ’t Hart
Total cash and non-cash 52.5 43.2 28.4 25.3 2016-2018 2019 14,709 - 14,709 - 9
2017-2019 2020 50,000 - 50,000 - 29
¹ Special bonus covering remuneration waived from previous employer, in total DKK 15m, paid out in 2016 and 2017.
2018-2020 2021 - 44,263 44,263 - 27
Total 64,709 44,263 108,972 - 65
Share ownership guidelines Heine Dalsgaard
2016-2018 2019 10,370 - 10,370 - 7
Fair value of unvested options 2017-2019 2020 24,877 - 24,877 - 14
and performance shares as %
2018-2020 2021 - 22,023 22,023 - 13
Share ownership of fixed salary (prior to
guideline as % of Actual % held deduction for tax and Total 35,247 22,023 57,270 - 34
fixed salary at 31 Dec. 2018 incidental costs)
Cees ’t Hart 150% 41% 826% FUNDING THE JOURNEY
Heine Dalsgaard 120% 70% 592% PERFORMANCE SHARES
Cees ’t Hart
2016-2018 2019 23,415 - 23,415 - 16
Executive directors’ holdings of Carlsberg A/S shares Total 23,415 - 23,415 - 16
Heine Dalsgaard
Number DKK million 2016-2018 2019 13,827 - 13,827 - 10
1 Jan. 2018 Additions Sold 31 Dec. 2018 Market value Total 13,827 - 13,827 - 10
Cees ’t Hart B shares 7,200 - - 7,200 4.99
Heine Dalsgaard B shares 7,515 - - 7,515 5.20 Total 252,182 66,286 318,468 97,334 145
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 48
REMUNERATION OF THE SUPERVISORY The remuneration of the Supervisory Board REMUNERATION OF THE SUPERVISORY beginning of the financial year and movements
BOARD consists of a fixed annual base fee. The BOARD IN 2018 to 31 December 2018 are also shown below.
Chairman receives a single fee of four-and- The fees for members of the Supervisory Board
REMUNERATION POLICY a-half times the base fee and no additional for the financial year 2018 are set out in the No member of the Supervisory Board owns
The remuneration of the Supervisory Board for fee for any committee work. The additional table below. The number of shares in Carlsberg shares or bonds in any of the subsidiaries or
2018 was approved by the Annual General fee for committee work for other members of A/S held by Supervisory Board members, associates of Carlsberg A/S.
Meeting in March 2018. the Supervisory Board is shown in the table. including holdings of related parties, at the
The members of the Supervisory Board of Members of the Supervisory Board are not
Carlsberg A/S are remunerated for duties included in share incentive programmes, Supervisory Board remuneration principles in 2018
performed in the Company. The fees are retirement benefit plans or other schemes.
reviewed, but not necessarily increased, each Base fee Additional fee
year, taking into account market practice with (DKK thousand) (as % of base fee)
No agreements have been entered into
reference to an international comparator group All Supervisory Board members 412
concerning termination benefits, and no
Chairman of the Supervisory Board¹ 350%
as well as the need to attract and retain high- such payments were made in 2018.
Deputy Chairman of the Supervisory Board 50%
calibre individuals.
Chairman of the Audit Committee 113%
Chairman of the Remuneration Committee and of the Nomination Committee 50%
Member of Board committee (per committee) 38%
Remuneration of the Supervisory Board ¹ The Chairman does not receive any additional fees for committee work.
SUPERVISORY BOARD
FLEMMING BESENBACHER LARS REBIEN SØRENSEN HANS ANDERSEN CARL BACHE MAGDI BATATO
CHAIRMAN (SINCE 2012) DEPUTY CHAIRMAN (SINCE 2015)
Nationality: Danish Nationality: Danish Nationality: Danish Nationality: Danish Nationality: Swiss
Year of birth: 1952 Year of birth: 1954 Year of birth: 1955 Year of birth: 1953 Year of birth: 1959
Appointed (until): 2005 (2019) Appointed (until): 2015 (2019) Appointed (until): 1998 (2022) Appointed (until): 2014 (2019) Appointed (until): 2018 (2019)
BOARD FUNCTION BOARD FUNCTION BOARD FUNCTION BOARD FUNCTION BOARD FUNCTION
Non-executive, non-independent Non-executive, independent Employee representative. Non-executive, non-independent Non-executive, independent
director. director. director. director.
BOARD COMMITTEES
BOARD COMMITTEES BOARD COMMITTEES None. BOARD COMMITTEES BOARD COMMITTEES
Nomination Committee (Chairman). Audit Committee, Remuneration None. Remuneration Committee.
PROFESSION
Committee, Nomination Committee. Brewery worker, Carlsberg Supply
PROFESSION PROFESSION PROFESSION
Professor, D.Sc., h.c. mult, FRSC; PROFESSION Company Danmark A/S. Professor, Ph.D., Dr.Phil.; head of Executive Vice President and Head of
Chairman of the Board of Directors Non-executive board director. the Doctoral School of the Human- Operations at Nestlé S.A.
NON-EXECUTIVE FUNCTIONS
of the Carlsberg Foundation. None. ities at the University of Southern
NON-EXECUTIVE FUNCTIONS NON-EXECUTIVE FUNCTIONS
Chairman of the Board of Directors Denmark. Member of the Board of World
NON-EXECUTIVE FUNCTIONS
Chairman of the Board of Directors of the Novo Nordisk Foundation and NON-EXECUTIVE FUNCTIONS Business Council for Sustainable
of Aarhus Vand A/S and UNLEASH. Novo Holdings A/S. Member of the Member of the Board of Directors of Development.
Board of Directors of Jungbunzlauer the Carlsberg Foundation and of the
Suisse AG, Essity AB and Thermo board of a publishing firm.
Fisher Scientific Inc.
Lars Rebien Sørensen is not standing for
re-election at the AGM in 2019.
The Supervisory Board members’ full CVs, including skills and competences, are available on www.carlsberggroup.com/who-we-are/about-the-carlsberg-group/supervisory-board/.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 50
SUPERVISORY BOARD
RICHARD BURROWS DONNA CORDNER EVA VILSTRUP DECKER FINN LOK ERIK LUND
Nationality: Irish Nationality: American Nationality: Danish Nationality: Danish Nationality: Danish
Year of birth: 1946 Year of birth: 1956 Year of birth: 1964 Year of birth: 1958 Year of birth: 1964
Appointed (until): 2009 (2019) Appointed (until): 2012 (2019) Appointed (until): 2014 (2022) Appointed (until): 2014 (2022) Appointed (until): 2015 (2022)
BOARD FUNCTION BOARD FUNCTION BOARD FUNCTION BOARD FUNCTION BOARD FUNCTION
Non-executive, independent Non-executive, independent Employee representative. Employee representative. Employee representative.
director. director.
BOARD COMMITTEES BOARD COMMITTEES BOARD COMMITTEES
BOARD COMMITTEES BOARD COMMITTEES None. None. None.
Audit Committee, Remuneration Audit Committee (Chairman).
PROFESSION PROFESSION PROFESSION
Committee (Chairman). Director, Carlsberg Breweries A/S. Ph.D., Senior Scientist, Carlsberg A/S. Head Brewer, Carlsberg A/S.
PROFESSION
PROFESSION Managing partner of OKM Capital.
NON-EXECUTIVE FUNCTIONS NON-EXECUTIVE FUNCTIONS NON-EXECUTIVE FUNCTIONS
Non-executive board director. None. None. None.
NON-EXECUTIVE FUNCTIONS
NON-EXECUTIVE FUNCTIONS Member of the Board of Directors of
Chairman of the Board of Directors Lia Diagnostics.
of British American Tobacco and Donna Cordner is not standing for re-
Craven House Capital. Member of election at the AGM in 2019.
the Board of Directors and Chairman
of the Remuneration Committee of
Rentokil Initial plc.
The Supervisory Board members’ full CVs, including skills and competences, are available on www.carlsberggroup.com/who-we-are/about-the-carlsberg-group/supervisory-board/.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 51
SUPERVISORY BOARD
The Supervisory Board members’ full CVs, including skills and competences, are available on www.carlsberggroup.com/who-we-are/about-the-carlsberg-group/supervisory-board/.
CARLSBERG GROUP ANNUAL REPORT 2018 GOVERNANCE 52
EXECUTIVE COMMITTEE
EXECUTIVE COMMITTEE
SHARE INFORMATION
FOR SHAREHOLDERS
13 March 2019 at Ny Carlsberg
Glyptotek, Dantes Plads 7,
Copenhagen.
Carlsberg A/S is listed on Nasdaq 7% during the year, while the OMXC20 share 30% of the capital and 75% of the votes. In handled by the Group’s Investor Relations
index declined by 13%. accordance with section 29 of the Danish department.
Copenhagen. The Company has
Securities Trading Act, Massachusetts Financial
around 40,000 registered As a supplement to its Copenhagen listing, Services Company (Boston, USA) has notified We observe a four-week silent period prior
shareholders. the Company has established a sponsored Carlsberg that it too owns more than 5% of the to the publication of the annual and half-
level 1 ADR (American Depository Receipt) share capital. year reports, and a two-week silent period
The Company has two share classes: Carlsberg programme with J.P. Morgan. The ADRs prior to the Q1 and Q3 trading statements.
A and Carlsberg B. Each A share carries 20 trade over-the-counter in the USA under DIVIDEND POLICY
votes, while each B share carries two votes and the symbol CABGY. More information on The Carlsberg Group’s dividend policy stipulates GROUP WEBSITE
is entitled to a preferential dividend. The B the ADR programme is available on our an adjusted payout ratio of around 50%. In www.carlsberggroup.com provides
share is included in the Nasdaq OMX Nordic investor website. addition, the Company has launched a share comprehensive information about the Group
Large Cap and OMXC20 blue-chip indices. buy-back programme. For more information, and its shares and bonds, including company
MAJOR SHAREHOLDERS see page 34. announcements, annual and quarterly reports,
The Carlsberg B share price was DKK 692.6 At 31 December 2018, the Company’s largest share prices and financial data, investor
at 31 December 2018. This was a decline of shareholder was the Carlsberg Foundation with INVESTOR RELATIONS presentations, webcasts and transcripts, and
The Carlsberg Group aims to give shareholders a financial and events calendar.
and the market the best possible insight into
Carlsberg B share and OMXC20 share index Shareholder geographic split
factors considered relevant for ensuring At the end of 2018, a total of 31 analysts
development 2018 (% of free float)
market-efficient and fair pricing of the had coverage of the Company. Their names
Company’s shares. This is achieved through and consensus estimates can be found on the
120 the quality, consistency and continuity of the website.
110
Other 30% information provided to the market, which is
USA 38%
Jun
May
Jul
Dec
Apr
Jan
Feb
Aug
Oct
Nov
FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking forecasts. Such information is subject to the issues, information technology failures, breach
statements, including statements about the risk that such expectations or forecasts, or the or unexpected termination of contracts, market-
Group’s sales, revenues, earnings, spending, assumptions underlying such expectations or driven price reductions, market acceptance of
margins, cash flow, inventory, products, actions, forecasts, may change. The Group assumes no new products, changes in consumer preferences,
plans, strategies, objectives and guidance with obligation to update any such forward-looking launches of rival products, stipulation of fair
respect to the Group's future operating results. statements to reflect actual results, changes in value in the opening balance sheet of acquired
Forward-looking statements include, without assumptions or changes in other factors entities, litigation, environmental issues and
limitation, any statement that may predict, affecting such forward-looking statements. other unforeseen factors. New risk factors
forecast, indicate or imply future results, Some important risk factors that could cause can arise, and it may not be possible for
performance or achievements, and may contain the Group’s actual results to differ materially management to predict all such risk factors,
the words “believe, anticipate, expect, estimate, from those expressed in its forward-looking nor to assess the impact of all such risk factors
intend, plan, project, will be, will continue, will statements include, but are not limited to: on the Group’s business or the extent to which
result, could, may, might”, or any variations economic and political uncertainty (including any individual risk factor, or combination of
of such words or other words with similar interest rates and exchange rates), financial factors, may cause results to differ materially
meanings. Any such statements are subject and regulatory developments, demand for from those contained in any forward-looking
to risks and uncertainties that could cause the the Group’s products, increasing industry statement. Accordingly, forward-looking
Group’s actual results to differ materially from consolidation, competition from other statements should not be relied on as a
the results discussed in such forward-looking breweries, the availability and pricing of prediction of actual results.
statements. Prospective information is based raw materials and packaging materials, cost
on management’s then current expectations or of energy, production- and distribution-related
Consolidated financial statements
CONSOLIDATED
FINANCIAL STATEMENTS
DKK million Section 2018 2017 DKK million Section 2018 2017
Revenue 88,970 85,789 Consolidated profit 6,133 2,065
Excise duties on beer and soft drinks -26,467 -25,134
Net revenue 1.1 62,503 60,655 Other comprehensive income
Cost of sales 1.2.1 -31,283 -30,447 Retirement benefit obligations 7.4 392 1,266
Gross profit 31,220 30,208 Share of other comprehensive income in associates and joint ventures 5.4 4 -12
Sales and distribution expenses 1.2.3 -17,474 -17,144 Income tax 6.1 -33 -141
Administrative expenses -4,615 -4,563 Items that will not be reclassified to the income statement 363 1,113
Other operating activities, net 1.2.4 68 113 Foreign exchange adjustments of foreign entities 4.1 -2,754 -3,842
Share of profit after tax of associates and joint ventures 5.4 130 262 Fair value adjustments of hedging instruments 4.1 -640 -305
Operating profit before special items 9,329 8,876 Income tax 6.1 85 25
Special items, net 3.1 -88 -4,565 Items that may be reclassified to the income statement -3,309 -4,122
Financial income 4.1 358 511 Other comprehensive income -2,946 -3,009
Financial expenses 4.1 -1,080 -1,299 Total comprehensive income 3,187 -944
Profit before tax 8,519 3,523
Income tax 6.1 -2,386 -1,458 Attributable to
Consolidated profit 6,133 2,065 Non-controlling interests 855 499
Shareholders in Carlsberg A/S 2,332 -1,443
Attributable to
Non-controlling interests 1.1 824 806
Shareholders in Carlsberg A/S (net profit) 5,309 1,259
DKK
DKK million Section 31 Dec. 2018 31 Dec. 2017 DKK million Section 31 Dec. 2018 31 Dec. 2017
2017
Equity at 1 January 3,051 -29,080 -611 -29,691 77,451 50,811 2,839 53,650
Consolidated profit - - - - 1,259 1,259 806 2,065
Other comprehensive income - -3,822 30 -3,792 1,090 -2,702 -307 -3,009
Total comprehensive income for the year - -3,822 30 -3,792 2,349 -1,443 499 -944
Acquisition/disposal of treasury shares 4.3.2 - - - - -118 -118 - -118
Settlement of share-based payments 4.3.2 - - - - -38 -38 - -38
Share-based payments 7.3 - - - - 33 33 - 33
Dividends paid to shareholders 4.3.1 - - - - -1,525 -1,525 -738 -2,263
Non-controlling interests - - - - -790 -790 -2 -792
Disposal of entities 5.2 - - - - - - -3 -3
Total changes in equity - -3,822 30 -3,792 -89 -3,881 -244 -4,125
Equity at 31 December 3,051 -32,902 -581 -33,483 77,362 46,930 2,595 49,525
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 60
OPERATING
ACTIVITIES
9.3bn
9 (2017: 41.4% but 29.0% adjusted for the
Net revenue growth (%) aforementioned brand impairment).
8
66
0.1% -3.6%
OPERATING PROFIT (DKK) Consolidated profit was DKK 6,133m
6.5%
7
64 Operating expenses were impacted by compared to DKK 2,065m in 2017.
investments in the SAIL’22 priorities and grew Consolidated profit was driven by operating
62 6
by 2%. As a percentage of net revenue, profit growth, reduced special items, lower
60 operating expenses declined by 45bp. financial expenses and a lower effective tax
Excluding marketing expenses, operating rate compared with 2017.
58
expenses declined by 1%.
56 Non-controlling interests’ share of consolidated
Operating profit before special items was DKK profit totalled DKK 824m (2017: DKK 806m).
54 9,329m (2017: DKK 8,876m). The 5.1%
growth was driven by organic growth of 11.0%, The Carlsberg Group’s share of consolidated
which was partly offset by a negative currency profit was DKK 5,309m (2017: DKK 1,259m).
impact of 5.6% and a negative net acquisition
impact of 0.3%. Western Europe and Asia
delivered positive operating profit growth, while
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 62
34.8 6.2bn
Restructuring costs paid amounted to DKK
-238m (2017: DKK -364m). Net interest etc.
paid amounted to DKK -863m (2017: DKK
1.2bn
EARNINGS PER SHARE (DKK) FREE CASH FLOW (DKK) -408m). The payment was higher because
NON-CONTROLLING
Earnings per share were DKK 34.8 (2017: DKK Free cash flow amounted to DKK 6,156m 2017 benefited from a large positive impact INTERESTS (DKK)
8.3). Adjusted for special items after tax, (2017: DKK 8,680m), while the operating free from the settlement of financial instruments. Cash flow from acquisition of non-controlling
earnings per share were DKK 35.2 (2017: DKK cash flow amounted to DKK 8,092m (2017: interests in Olympic Brewery in Greece and
32.3), corresponding to a 9% improvement. DKK 7,981m). Income tax paid was DKK -2,375m (2017: Brewery Alivaria in Belarus amounted to DKK
DKK -1,934m). The increase from 2017 was 355m, and dividends paid to non-controlling
The free cash flow included financial due to certain one-off tax payments and the interests amounted to DKK 831m.
Earnings per share (DKK) investments of DKK 1.9bn related to the consolidation of Cambrew in Cambodia.
Group’s increased ownership in a number of
40 subsidiaries and associates such as Cambrew in Cash flow from operating activities was DKK Free cash flow (DKKbn)
Cambodia and Super Bock in Portugal of DKK 12,047m against DKK 11,834m in 2017.
30
2.5bn less dividends received from associates 10
20 of DKK 0.6bn. Cash flow from investing activities was DKK
-5,891m against DKK -3,154m in 2017. 8
10
Operating profit before depreciation, Operational investments totalled DKK -3,955m
amortisation and impairment losses (EBITDA) (2017: DKK -3,853m), while total financial 6
0
grew organically by 3.6%. Reported EBITDA investments amounted to DKK -1,926m
-10 4
was adversely impacted by negative currency (2017: DKK +674m) due to the acquisitions
-20 movements and declined by 1.2%. during the year.
2
The strong operating cash flow was positively Cash flow from other activities amounted to
0
impacted by the change in trade working DKK -10m (2017: DKK +25m).
EPS EPS-A
capital of DKK +1,908m (2017: DKK +848m).
Average trade working capital to net revenue Including acquisition of non-controlling Free operating cash flow
improved to -16.0% compared to -14.0% for interests, cf. below, cash flow to investments in Free cash flow
2017 (MAT). The change in other working entities amounted to DKK 2.8bn.
capital was DKK +52m (2017: DKK +388m),
positively impacted by a reclassification of
certain on-trade loans of DKK 238m.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 63
IFRS 15 “Revenue from Contracts with Share of profit after tax of associates and joint ventures 121 -73 - 4 52 78 130
Operating profit before special items 5,425 3,164 2,222 -1,443 9,368 -39 9,329
Customers”. Comparative figures for 2017 have
Special items, net -88 - -88
been restated accordingly.
Financial items, net -718 -4 -722
Profit before tax 8,562 -43 8,519
The Group’s net revenue arises primarily from
Income tax -2,395 9 -2,386
the sale of beverages to our customers.
Consolidated profit 6,167 -34 6,133
Revenue from brand licensing, sale of by-
Operating margin 15.0% 20.4% 20.6% 15.0% 14.9%
products and other revenue in aggregate
accounts for around 1% of the Group’s gross Western Eastern Not Beverages, Non- Carlsberg
revenue and is not seen as a material source of 2017 Europe Asia Europe allocated total beverage Group, total
revenue. Net revenue grew by DKK 1,848m in Net revenue 35,716 13,944 10,925 70 60,655 - 60,655
2018 and was positively impacted by the Total cost -30,754 -11,088 -8,705 -1,377 -51,924 -117 -52,041
increase in volumes, improved price/mix across Share of profit after tax of associates and joint ventures 182 49 - - 231 31 262
the regions and the acquisition of Cambrew. Operating profit before special items 5,144 2,905 2,220 -1,307 8,962 -86 8,876
Special items, net -4,615 50 -4,565
Not allocated net revenue, DKK 42m (2017: Financial items, net -774 -14 -788
Profit before tax 3,573 -50 3,523
DKK 70m), consisted of DKK 1,362m (2017:
Income tax -1,485 27 -1,458
DKK 1,438m) net revenue and DKK -1,320m
Consolidated profit 2,088 -23 2,065
(2017: DKK -1,368m) from eliminations of
Operating margin 14.4% 20.8% 20.3% 14.8% 14.6%
sales between the geographical segments.
SECTION 1.1 (CONTINUED) VOLUMES NON-CONTROLLING INTERESTS Certain contracts related to specific major events
which are held within such a short time period that it
SEGMENTATION OF As of 1 January 2018, the Group decided to
change the definition of volumes to include Non-controlling interests' share of profit for
is not possible to sell all the goods during the event
SECTION 1.2 Inventories previous year and to hedge up to around 90% ACCOUNTING ESTIMATES
AND JUDGEMENTS
OPERATING DKK million 2018 2017
early in the following year. The main part of
the exposure for the Group for 2018 was At least once a year, management assesses whether
EXPENSES, Raw materials 1,891 1,625 therefore hedged through fixed-price purchase
the standard cost of inventories approximates the
actual cost. During the year, the standard cost is
INVENTORIES AND Work in progress
Finished goods
308
2,236
269
1,940
agreements entered into during 2017. Likewise, revised if it deviates by more than 5% from the actual
the majority of the exposure for 2019 was cost.
DEPOSIT LIABILITIES Total 4,435 3,834
hedged during 2018. The percentage that is
Management also assesses the impact on the
hedged or at fixed prices is higher for Western
standard cost of government and other grants
1.2.1 COST OF SALES AND INVENTORIES Commodity risks are associated in particular Europe and Eastern Europe than for Asia, received to fund operating activities. This includes
Cost of sales increased by 3% and was affected with purchasing of cans (aluminium), malt which is partly due to the timing of the harvest assessing the terms and conditions of grants received
by the organic increase in volumes across all (barley) and energy. The management of season in the southern hemisphere. and the risk of any repayment.
three regions and by the acquisition of commodity risks is coordinated centrally, and
Funding and grants are recognised in the income
Cambrew. Organically, cost of sales per hl aimed at achieving stable and predictable In the majority of purchase agreements for statement in the same period as the activities to
increased by approximately 1%, mainly due to prices in the medium term and avoiding capital cans, the Group’s purchase price is variable and which they relate.
higher input costs. and liquidity being tied up unnecessarily. based on the global market price of aluminium
(London Metal Exchange, LME). The Group is Indirect production overheads are calculated on the
basis of relevant assumptions as to capacity
As the underlying markets for the specified thereby able to hedge the underlying utilisation, production time and other factors.
Cost of sales categories vary, so does the way in which they aluminium price risk applying a hedge ratio of
are hedged against price increases. 1:1. The calculation of the net realisable value of
DKK million 2018 2017 inventories is relevant to packaging materials, point-
Cost of materials 17,252 16,147 of-sale materials and spare parts. The net realisable
The most common form of hedging is fixed- In 2018, the majority of the aluminium price value is normally not calculated for beer and soft
Direct staff costs 1,365 1,357 price purchase agreements in local currencies risk was hedged with financial instruments or drinks due to their limited shelf-life, which means
Amortisation and
with suppliers. with fixed prices via the suppliers to the Group. that slow-moving goods must be scrapped instead.
depreciation 2,849 3,263
Indirect production The same has been done for 2019. The fair
overheads 4,191 4,163 It is Group policy to fix the prices of 70% of values of the financial instruments are specified
ACCOUNTING
Purchased finished goods malt (barley) purchases for a given year no in section 4.8. POLICIES
and other costs 5,626 5,517 later than at the end of the third quarter of the
Total 31,283 30,447 Cost of sales comprises cost of materials, including
malt (barley), hops, glass, cans, other packaging
materials, and indirect production costs. Purchased
Hedging of raw material price risk
Inventories increased by 16% compared with finished goods include cost of point-of-sale
2017, impacted by inventory build-up prior to materials and third-party products sold to
DKK million customers.
the festive season in Asia, which is earlier in
Sensitivity assuming
2019 than in 2018, and the consolidation of 100% efficiency Own-produced finished goods and work in progress
Time of maturity
Cambrew. Cost of raw materials was Effect
are measured at standard cost comprising the cost of
Tonnes Average
furthermore impacted by the higher purchase raw materials, consumables, direct labour and
2018 % change on OCI purchased price (DKK) 2019 2020
indirect production overheads. Indirect production
price of grain in 2018. Aluminium 10% 112 93,296 13,095 71,531 21,765 overheads comprise indirect supplies, wages and
salaries, amortisation of brands and software, as well
2017 2018 2019 as maintenance and depreciation of machinery, plant
and equipment used for production.
Aluminium 10% 93 66,424 13,066 66,424 -
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 67
SECTION 1.2 (CONTINUED) deposit value to be set lower than the cost of 1.2.3 SALES AND DISTRIBUTION 1.2.4 OTHER OPERATING
OPERATING the returnable packaging materials. EXPENSES ACTIVITIES, NET
Sales and distribution expenses increased by 2% Other operating activities are secondary to the
EXPENSES, in reported terms and by 5% organically. The principal activities of the Group and include
INVENTORIES AND ACCOUNTING ESTIMATES
AND JUDGEMENTS
reported figure was impacted by higher income and expenses relating to rental
marketing expenses related to investments in properties, restaurants, on-trade loans,
DEPOSIT LIABILITIES Management assesses the local business model to the SAIL’22 priorities. However, the impact was research activities, and gains and losses on the
determine whether the Group has a legal or
constructive obligation to accept returns of returnable
partly offset by a decrease in distribution disposal of intangible assets and property,
The cost of purchased finished goods, raw and
packaging materials from the market and, expenses of approximately 5%, which was plant and equipment.
packaging materials and point-of-sale materials
includes any costs that are directly related to bringing accordingly, the level of control over returnable mainly driven by a change in the UK logistics
inventories to the relevant place of sale and getting packaging materials. Returnable packaging materials set-up during 2018. Other operating activities, net
them ready for sale, for example purchase cost, controlled by the Group are capitalised as property,
insurance, freight, duties and similar costs. plant and equipment and depreciated over the
expected useful life. This entails the Group Sales and distribution expenses DKK million 2018 2017
considering, among others, the return rate and the Gains and losses on disposal
Inventories are measured at the lower of standard
annual circulation in the individual markets. These of property, plant and
cost (own-produced finished goods) and weighted DKK million 2018 2017
factors are assessed annually. equipment and intangible
average cost (other inventories), or net realisable Marketing expenses 5,345 4,730 assets, net 13 26
value. The net realisable value is the estimated selling Sales expenses 5,849 5,815
The deposit on returnable packaging materials is On-trade loans, net 21 31
price less costs of completion and costs necessary to Distribution expenses 6,280 6,599
make the sale, also taking into account marketability, estimated based on movements during the year in Real estate, net -15 -18
obsolescence and developments in expected selling recognised liabilities, loss of returnable packaging Total 17,474 17,144 Research centres, net -127 -120
price. materials in the market, planned changes in Other, net 176 194
packaging types and historical information about
Total 68 113
The cost of scrapped/impaired goods is expensed in return rates.
ACCOUNTING
the function (line item) responsible for the loss, i.e.
POLICIES
losses during distribution are included in distribution
expenses, while scrapping of products due to sales ACCOUNTING Marketing expenses consist of expenses for brand ACCOUNTING
not meeting forecasts is included in sales expenses. POLICIES marketing and trade marketing. POLICIES
Returnable packaging materials that the Group Gains and losses on disposal of intangible assets and
Brand marketing is an investment in the Group’s
controls through a legal or constructive obligation are property, plant and equipment are determined as the
1.2.2 DEPOSITS ON capitalised as property, plant and equipment.
brands and consists of brand-specific investments in
the development of communication vehicles, the use sales price less selling costs and the carrying amount
RETURNABLE PACKAGING MATERIALS at the disposal date.
of these to drive the sale of branded products, sales
Deposits on returnable packaging materials Returnable packaging materials are depreciated over
campaigns and sponsorships.
amounted to DKK 1,583m (2017: DKK 3-10 years. The accounting policies for property, On-trade loans, net, comprise the effective interest
plant and equipment are further described in section on the loans measured at amortised cost less
1,576m). The capitalised value of returnable Trade marketing is promotional activities directed
2.3. impairment.
towards customers, such as the supply of point-of-
packaging materials was DKK 1,898m (2017:
sale materials, promotional materials and trade
DKK 1,855m). The obligation to refund deposits on returnable Expenses relating to research activities comprise
offers.
packaging materials is measured on the basis of research in Denmark and France less funding received
deposit price, an estimate of the number of bottles, from the Carlsberg Foundation for the operation of
The capitalised value of returnable packaging Sales expenses comprise costs relating to general
kegs, cans and crates in circulation, and expected the Carlsberg Research Laboratory and grants
sales activities, write-downs for bad debt losses,
materials exceeds the deposits because each of return rates. received to fund research. The funding and grants are
wages and salaries as well as depreciation and
the returnable packaging items circulates a impairment of sales equipment. Distribution expenses recognised in the income statement in the same
number of times in the market and some comprise costs incurred in distributing goods, wages period as the activities to which they relate. Product
and salaries, and depreciation and impairment of development costs are included in cost of sales.
markets have regulations that require the
distribution equipment.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 68
SECTION 1.3 Asia The Group’s single largest exposure in respect Impact on operating profit
in currencies other than the local functional degree as in Western Europe due to the Laos LAK -7.20%
currency on a four-quarter rolling basis. significant cost of hedging these currencies over
a longer period of time. For 2018 and 2019,
Western Europe the Group has chosen to hedge a portion of
For the entities in Western Europe, a major Baltika Breweries’ expenses in USD. The
part of the purchases in foreign currencies is in volatility of the Eastern European currencies
EUR. Hedging of EUR against the local will continue to affect operating profit
currencies will effectively eliminate a significant measured in both DKK and local currencies.
part of the currency risk in the entities’
operating profit in local currency. At Group TRANSLATION RISK
level, these hedges are effectively an economic The Group is exposed to risk from translation
of foreign entities into the Group’s presentation EUR 20% (20%) RUB 12% (13%)
hedge of (parts of) the net revenue in the
currency, DKK. CNY 12% (12%) DKK 10% (10%)
relevant currency, and they are accounted for
GBP 6% (6%) CHF 6% (6%)
as cash flow hedges, cf. section 4.8. The
NOK 6% (6%) Other 28% (27%)
EUR/DKK exposure is considered to be limited
and is not hedged.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 69
SECTION 1.5
TRADE RECEIVABLES
AND ON-TRADE
LOANS
Receivables included in the Receivables by origin ON-TRADE LOANS
statement of financial position Under certain circumstances, the Group grants
DKK million 2018 2017 loans to on-trade customers in France, the UK,
DKK million 2018 2017 Sale of goods Switzerland, Germany and Sweden. On-trade
Trade receivables 5,084 4,611 and services 4,605 4,203 loans are spread across a large number of
Other receivables 1,925 2,138 On-trade loans 1,451 1,251
customers/debtors and consist of several types
Total current Other receivables 2,050 2,247
of loan, including loans repaid in cash or
receivables 7,009 6,749 Total 8,106 7,701
through reduced discounts, prepaid discounts
Non-current
receivables 1,097 952
and guarantees for loans provided by third
Total 8,106 7,701
In 2018, on-trade loans increased due to a parties, cf. section 3.3. The operating entities
reclassification of certain prepaid discounts of monitor and control these loans in accordance
DKK 238m from other receivables, which in with Group guidelines.
The Group’s non-current receivables consist turn declined.
mainly of on-trade loans that fall due more On-trade loans recognised in other operating
than one year from the reporting date. Of the The carrying amount of receivables activities, net
total non-current receivables, DKK 171m approximates their fair value. For on-trade
(2017: DKK 188m) falls due more than five loans, the fair value is calculated as discounted DKK million 2018 2017
years from the reporting date. cash flows using the interest rate at the Interest and amortisation of
on-trade loans 61 64
reporting date.
Losses and write-downs on
Ageing of receivables on-trade loans -40 -33
On-trade loans, net 21 31
2018
Net carrying Neither Past due Past due Past due
amount impaired less than between 30 more than The average effective interest rate on loans to
at 31 Dec. nor past due 30 days and 90 days 90 days the on-trade was 3.6% (2017: 4.1%).
Weighted average loss rate,
trade receivables 0.2% 2.7% 9.2% 100.0%
DKK million
Sale of goods and services 4,605 3,924 368 126 187
On-trade loans 1,451 1,316 8 22 105
Other receivables 2,050 1,802 12 160 76
Total 8,106 7,042 388 308 368
Total 2017 7,701 6,721 238 285 457
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 71
SECTION 1.5 (CONTINUED) ACCOUNTING ESTIMATES The credit risk on on-trade loans can be reduced
AND JUDGEMENTS through collateral and pledges of on-trade movables
TRADE RECEIVABLES Trade receivables and on-trade loans
(Broken down by country) On-trade loan agreements are complex, cover several
(equipment in bars, cafés etc.). The fair value of the
ASSET BASE
AND RETURNS
1
8
0 4
CapEx
1 The asset base represents the total investment in intangible assets and property, plant and equipment. ROIC ROIC excl. goodwill
Amortisation and depreciation
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 73
SECTION 2.1 The negative impact on total assets from Geographical allocation of non-current assets ACCOUNTING ESTIMATES
AND JUDGEMENTS
SEGMENTATION OF foreign exchange rates attributed to Russia is
DKK million 2018 2017 The calculation of return on invested capital (ROIC)
DKK 4.2bn, compared with the DKK value they
ASSETS AND would have had if they had been translated at Denmark uses operating profit before special items adjusted for
tax using the effective tax rate, and invested capital
RETURNS
(Carlsberg A/S'
the exchange rates applied at year-end 2017. domicile) 3,104 3,905 including assets held for sale and trade receivables
Russia 21,578 24,949 sold, and excludes contingent considerations and
Non-current assets comprise intangible assets income tax.
Invested capital was down by DKK 1.8bn, China 14,152 14,466
affected by an increase in assets included of and property, plant and equipment owned by Other countries 57,990 53,064
DKK 1.6bn, which was primarily driven by the segment/country, even if the income is Total 96,824 96,384
ACCOUNTING
investments in associates and higher trade earned outside the segment/country that owns POLICIES
receivables and inventories. The increase was the asset. Furthermore, they include non-
Not allocated comprises supporting companies The Group’s assets and returns are segmented on the
more than offset by the increase in trade current financial assets other than financial basis of geographical regions in accordance with the
without brewing activities and eliminations of
payables. In 2017, invested capital was also instruments and deferred tax assets. management reporting for the current year, cf.
investments in subsidiaries, receivables and
section 1.1.
impacted by the DKK 4.8bn impairment of the loans.
Baltika brand.
Invested capital
Segmentation of assets and returns
SECTION 2.2 In 2017, impairment losses were recognised as Significant amounts of goodwill and brands Goodwill allocated to CGUs that are less integrated in
regions or sub-regions is tested separately. However,
IMPAIRMENT a result of restructurings and other events. Goodwill and brands with indefinite useful life
relating to Baltika Breweries, Kronenbourg,
these are not considered significant compared with
the carrying amount of goodwill.
In 2018, the Group recognised reversals of Chongqing Brewery Group, and the acquisition
2.2.1 RECOGNISED IMPAIRMENTS The following groups of CGUs are considered
impairments in Eastern Europe of DKK 49m of the 40% non-controlling interest in Carlsberg
In 2018, the impairment tests of goodwill and significant compared with the carrying amount of
relating to assets previously impaired that have Breweries A/S each account for 10% or more
brands with indefinite useful life were prepared goodwill:
been brought back into production. of the total carrying amount of goodwill and • Western Europe
at the reporting date without this leading to
brands with an indefinite useful life at the • China, Malaysia and Singapore
recognition of impairment losses. In 2017, the • Cambodia, Laos and Vietnam
In 2017, the Group recognised reversal of reporting date.
Group recognised impairment losses on brands • Eastern Europe
impairments in Eastern Assets of other
amounting to DKK 4,847m, of which DKK
intangible assets amounting to DKK 80m and The structure and groups of CGUs are reassessed
4,800m related to the Baltika brand. ACCOUNTING ESTIMATES
of plant and equipment amounting to DKK every year. In 2018, the Group gained control of
AND JUDGEMENTS
136m, as the change in use of the two Cambrew Group, Cambodia, cf. section 5.2. The
During the year, impairment losses of DKK Identification of cash-generating units goodwill recognised on the acquisition was allocated
breweries was expected to generate future cash to the CGU that also comprises the Group’s activities
116m (2017: DKK 183m) relating to property, The Group’s management structure reflects the
flows resulting in the recoverable amount geographical segments, cf. section 1.1, and decisions in Vietnam and Laos.
plant and equipment were recognised. The
exceeding that of the carrying amount of land are made by the regional managements responsible
impairment losses in 2018 primarily related to Brands
use rights and plant and equipment had it not for performance, operating investments and growth
steel keg installations and filling lines in the initiatives in their respective regions. Cash flows for brands are separately identifiable, and
been written down in 2015. these are therefore tested individually for impairment.
Nordic countries, which were impacted by the
There is significant vertical integration of the This test is performed in addition to the test for
roll-out of the one-way keg system
production, logistics and sales functions, supporting impairment of goodwill.
DraughtMasterTM. In addition, impairment
and promoting optimisations across the Group or
losses were recognised as a result of the within regions. The following brands are considered significant when
closure of breweries in China. comparing their carrying amount with the carrying
Assets, other than goodwill and brands with regional amount of brands with indefinite useful life:
and global presence, are allocated to individual cash- • Baltika brand
generating units (CGUs), being the level at which the • International brands
Impairment of brands and other non-current assets assets generate largely independent cash inflows. As
the Group operates with local sales and production International brands is a group of brands recognised
DKK million 2018 2017 organisations, the cash inflows are generated mostly in connection with the acquisition of the 40% non-
locally, and the CGUs are therefore usually identified controlling interest in Carlsberg Breweries A/S and
at country level. allocated to Western Europe. The amount is not
Brands and other intangible assets allocated to individual brands.
Brands - 4,847
Cash inflows are assessed in connection with
Land use rights (reversal of impairment) - -80 acquisitions and the related purchase price allocation, Corporate assets
Total - 4,767 and the determination of CGU allocation is made The Group has identified capitalised software relating
within 12 months from the date of acquisition. to the Group’s ERP systems as corporate assets, and
as such, these are peripheral to the generation of
Property, plant and equipment
Goodwill cash inflow. The Group’s ERP landscape is closely
Plant, machinery and equipment 116 183 linked to the internal management structure, and the
Goodwill does not generate largely independent cash
Plant, machinery and equipment (reversal of impairment) -49 -136 inflows on its own and is therefore allocated to the identified assets are therefore tested for impairment
Total 67 47 level at which it is monitored for internal at the CGU level to which goodwill is allocated.
Total impairment losses 67 4,814 management purposes, normally at regional or sub-
Of which recognised in special items, net, cf. section 3.1 40 4,688 regional level.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 75
SECTION 2.2 (CONTINUED) recognised in the income statement in the relevant Key assumptions alcohol-free brews, and an overall improved
line item.
IMPAIRMENT Forecast
cash flow
Terminal
period
Pre-tax
discount
category perception.
Impairment of goodwill is not reversed. Impairment of 2018 growth growth rate
Other non-current assets other assets is reversed only to the extent of changes The region is generally characterised by well-
Western
Other non-current assets are tested for impairment in the assumptions and estimates underlying the established retail structures and a strong
Europe -8% 0.3% 1.3%
when indications of impairment exist. impairment calculation. Impairment is only reversed
China, tradition of beer consumption. The
to the extent that the asset’s new carrying amount
does not exceed the carrying amount of the asset Malaysia and consumption is generally resilient but the on-
For property, plant and equipment, management Singapore -8% 1.0% 4.4%
performs an annual assessment of the assets’ future after amortisation/depreciation had the asset not trade tends to suffer in a weak macroeconomic
been impaired. Cambodia,
application, for example in relation to changes in environment.
Laos and
production structure, restructurings or closing of
Vietnam -6% 0.5% 2.7%
breweries.
Eastern The focus is on improving margins by driving a
2.2.2 IMPAIRMENT TEST OF GOODWILL Europe -14% 4.0% 7.5% positive price/mix development and reducing
For investments in associates and joint ventures,
examples of indications of impairment are loss- the cost base across the value chain. This
making activities or major changes in the business The carrying amount of goodwill process has been started by the initiatives in
environment. allocated to groups of CGUs The average cash flow growth in the forecast
SAIL’22.
period reflects the significant risk adjustments
DKK million 2018 2017 included in the forecast specifically for the
ACCOUNTING ASIA
POLICIES Western Europe 20,814 20,729 impairment test. The risk adjustment considers
The importance of Asia for the Group has
China, Malaysia only negative alternative scenarios to account
Goodwill and brands with indefinite useful life are increased significantly over the past decade,
and Singapore 9,391 9,424 for the uncertainty related to the benefits
subject to an annual impairment test, performed during which the Group has expanded its
initially before the end of the year of acquisition. Cambodia, Laos expected from the strategic initiatives in
and Vietnam 6,110 3,941 presence in the region, both organically and
SAIL’22 in Western Europe, the development in
The test is performed at the level where cash flows Eastern Europe 14,065 15,834 through acquisitions.
beer consumption in Asia and particularly in
are considered to be generated; either at CGU level or Significant groups of CGUs 50,380 49,928
at the level of a group of CGUs. All assets are tested China, and the volatile macroeconomic
Other, Asia 549 569 The Asian markets are very diverse but offer
if an event or circumstance indicates that the carrying situation in Eastern Europe. Potential upsides
Total 50,929 50,497 considerable prospects for value growth,
amount may not be recoverable. If an asset’s carrying are not identified and adjusted in the cash
amount exceeds its recoverable amount, an underpinned by young populations,
flows used for impairment testing. The growth
impairment loss is recognised. The recoverable urbanisation, rising disposable income levels,
In 2018 and 2017, the significant groups of is projected in nominal terms and therefore
amount is the higher of the asset’s fair value less growing economies and, in some markets,
costs of disposal and its value in use. CGUs represented 99% of the total carrying does not translate into cash flow at the same
relatively low per capita beer consumption.
amount. growth rate in the Group’s presentation
For all assets, the value in use is assessed based on However, as many Asian markets are emerging
currency, DKK.
budget and target plan with reference to the expected markets, development is subject to volatility.
The estimation of the expected cash flow
future net cash flows. The assessment is based on the
lowest CGU affected by the changes that indicate involves developing multiple probability- WESTERN EUROPE
Both the on-trade and off-trade channels are
impairment. The cash flow is discounted by a weighted scenarios to reflect different The region primarily comprises mature beer
discount rate adjusted for any risk specific to the characterised by a strong traditional outlet
outcomes in terms of timing and amount. The markets. While market volumes tend to be flat,
asset, if relevant to the applied calculation method. segment but with the modern outlet segment
measurement of the forecast period growth the overall value of the region has seen a
growing in most markets.
Impairment losses on goodwill and brands, significant rates reflects risk adjustments made to positive, albeit small, development in recent
losses on property, plant and equipment, associates calculate the expected cash flows. years. This has been driven by improving beer
and joint ventures, and losses arising on significant The focus is to continue the revenue growth
category dynamics through innovations,
restructurings of processes and structural adjustments trajectory in the region. Activities include the
are recognised as special items. Minor losses are increased interest in craft & speciality beers and
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 76
SECTION 2.2 (CONTINUED) commercial agenda with clear priorities as well The key assumptions on which management bases its not material to volume projections and do not impact
cash flow projections are: the long-term projections.
IMPAIRMENT as a continued focus on costs and efficiencies.
• Volumes
• Sales prices Sales prices
Management expects the current • Input costs The level of market premiumisation and the locally
continued expansion of our international
macroeconomic situation and developments to • Operating investments available portfolio are key drivers in identifying price
premium brands, in particular Tuborg, and the • Terminal period growth points. When planning pricing structures, factors
continue in the short term, with inflation
strengthening and premiumisation of our local including price elasticity, local competition and
stabilising at the current level and, in the The assumptions are determined at CGU level and are inflation expectations can also impact the projection.
power brands in combination with a continued
medium to long term, with interest rates based on past experience, external sources of Increases in excise duties are typically passed on to
focus on costs and efficiencies. the customers with a delay of a few months. Since
expected to decline and stabilise at a level information and industry-relevant observations for
each CGU. Local conditions, such as expected the increase is a pass-through cost and thereby
EASTERN EUROPE lower than currently observed in the market. compensated for by price increases at the time of
development in macroeconomic and market
The two main markets in the region are Russia This will ease the pressure on profitability from conditions specific to the individual CGUs, are implementation, it does not impact the long-term
input costs denominated in foreign currencies. considered. The assumptions are challenged and sales price growth and is therefore not taken into
and Ukraine, which account for around 65%
verified by management at CGU and Group level. consideration in the projections unless circumstances
and 20% respectively of regional beer volumes. specifically indicate otherwise. No changes to duties
The Russian beer market has been under The budget and target plan process takes into in the short or medium term are taken into
ACCOUNTING ESTIMATES
significant pressure in the past decade, more account events or circumstances that are relevant in consideration unless there is a firm plan to introduce
AND JUDGEMENTS
order to reliably project the short-term performance changes.
recently due to challenging macroeconomic
Goodwill of each CGU. Examples include significant campaign
conditions and a ban on individual PET bottles The value in use is the discounted value of the activities, changes in excise duties etc., which may Input costs
larger than 1.5 litres. In 2018, however, the expected future risk-adjusted cash flows. This have a short-term impact but are non-recurring. Input costs in the budget and target plans are based
market was positively impacted by the football involves developing multiple probability-weighted Given their short-term nature, they are not taken into on past experience and on:
scenarios to reflect different outcomes in terms of consideration when estimating the terminal period • Contracted raw and packaging materials
world cup and warmer weather.
timing and amount. growth rate. • Contracted services within sales, marketing,
production and logistics
In recent years, the modern off-trade, Key assumptions Volumes • Planned commercial investments
consisting of hypermarkets and supermarkets, The cash flow is based on the budget and target Projections are based in part on past experience and • Cost optimisations not related to restructurings
plans for the next three years. Cash flows beyond the external market data, and include planned • Expected inflation
has grown significantly and now accounts for
three-year period are extrapolated using the terminal commercial initiatives, such as marketing campaigns
approximately 50% of the market in Russia. period growth rate. and sponsorships, and the expected impact on In the long term, projections follow the level of
Another growing channel is the so-called DIOT consumer demand and the level of premiumisation. inflation unless long-term contracts are in place.
– draught in off-trade – which is estimated to The probability weighting applied is based on past The projections are, if relevant, adjusted for the
experience and the uncertainty of the prepared expected changes in the level of premiumisation. No Operating investments
account for around 10-15% of the market. changes in market shares are assumed in the medium Projections are based on past experience of the level
budget and target plans.
or long term. of necessary maintenance of existing production
The Ukrainian beer market has shown small Potential upsides and downsides identified during the capacity, including replacement of parts. This also
budget process and in the daily business are reflected Demographic expectations general to the industry, includes planned production line overhauls and
positive growth rates in 2017 and 2018
in the future cash flow scenarios for each CGU. such as the development in population, consumption improvements to existing equipment. Non-contracted
following the previous years’ decline due to the levels, generation-shift patterns, rate of urbanisation capacity increases and new equipment are not
severe macroeconomic slowdown. The risk-adjusted cash flows are discounted using a as well as macroeconomics etc., are also considered included.
discount rate reflecting the risk-free interest rate for for medium- and long-term projections.
The focus for Eastern Europe is to continue to each CGU with the addition of a spread. The interest Terminal period growth
rates used in the impairment tests are based on Events and circumstances can impact the timing of Growth rates are projected to be equal to or below
strengthen our business in local currencies and observable market data. Please refer to the volumes entering the market. This can be affected by the expected rate of general inflation and assume no
mitigate the negative earnings impact from the description of discount rates in section 2.2.3. excessive stocking related to an increase in excise nominal growth. The projected growth rates and the
weakening currencies. Actions include a duties, campaign activities and the timing of national applied discount rates are compared to ensure a
holidays and festivals. Such short-term effects are sensible correlation between the two.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 77
SECTION 2.2 (CONTINUED) ACCOUNTING ESTIMATES Revenue growth When preparing budgets, consideration is given to
AND JUDGEMENTS At the time of acquisition of any individual brand, a events or circumstances that are relevant in order to
IMPAIRMENT Brands
revenue growth curve is forecast based on a long- reliably project the short-term performance of each
term strategic view of the risk and opportunities brand. Examples include significant campaign
The test for impairment of brands is performed using
relevant to the brand. The curve is forecast for a 20- activities, changes in excise duties etc., which may
2.2.3 IMPAIRMENT TEST OF BRANDS the relief from royalty method and is based on the
year horizon. This horizon reliably reflects the lengthy have a short-term impact but are non-recurring and
expected future cash flows generated from the
process of implementing brand strategies to support a quickly absorbed by the business. Since the impact is
royalty payments avoided for the individual brand for
Significant brands with indefinite useful life brand occupying its intended place in the Group’s not material to the long-term projections, it is not
the next 20 years and projections for subsequent
portfolio. The forecast period applied is comparable taken into consideration when estimating the long-
years.
with the common term of the majority of licence term and terminal period growth rates. Please refer
DKK million 2018 2017
agreements to which the Group is party. to the description of the impact of increases in excise
Baltika brand 5,585 6,425 The risk-free cash flows are discounted using a
duties in section 2.2.2, Sales prices.
International brands 3,000 3,000 discount rate reflecting the risk-free interest rate with
In the local markets, the product portfolio usually
the addition of the risk premium associated with the
Significant brands 8,585 9,425 consists of local power brands and international Tax benefit
individual brand.
premium brands. When projecting revenue growth for The theoretical tax benefit applied in the test makes
local brands, in addition to its commercial strength – use of tax rates and amortisation periods based on
Key assumptions
such as market share and segment position – the current legislation. The impairment test applies tax
In 2018, significant brands represented 60% The key assumptions on which management bases its
forecast takes into consideration the demographics of rates in the range of 15-34% and amortisation
cash flow projection include the expected useful life,
(2017: 62%) of the total carrying amount of the primary markets, including expected development periods of 5-10 years.
revenue growth, a theoretical tax amortisation
brands with indefinite useful life. in population, consumption levels, generation-shift
benefit, the royalty rate and the discount rate.
patterns, rate of urbanisation, beer market maturity, Royalty rate
level of premiumisation, circumstances generally Royalties generated by a brand are based on the
Other brands comprise a total of 17 brands Expected useful life
limiting the growth opportunities for alcoholic Group’s total income from the brand and are earned
Management has assessed that the value of brands
that are not considered individually material beverages etc. globally, i.e. the income is also earned outside the
with indefinite useful life can be maintained for an
CGU that owns the brand. If external licence
compared with the total carrying amount. indefinite period, as these are well-established brands
For brands with global or regional presence, agreements for the brand already exist, the market
in their markets, some of which have existed for
enhanced investments in product development and terms of such agreements are taken into
BALTIKA BREWERIES centuries. The beer industry is characterised as being
marketing are expected. The expected growth rate for consideration when assessing the royalty rate that
very stable with consistent consumer demand and a
In 2018, the Russian beer market grew slightly these brands is generally higher than for more the brand is expected to generate in a transaction
predictable competitive environment, and is expected
after having experienced a continuous decline localised brands, and is usually highest early in the with independent parties. The royalty rate is based on
to be profitable for the foreseeable future. Control of
20-year period. the actual market position of the individual brand in
in recent years due to very challenging the brands is legally established and is enforceable
the global, regional and local markets and assumes a
macroeconomic conditions. indefinitely.
Depending on the nominal growth expectations for 20-year horizon. This term is common to the
the individual brand, the revenue growth in individual beverage industry when licensing brands.
In management’s opinion, the risk of the useful life of
The Baltika brand performed in line with the years may be above, equal to or below the forecast
these brands becoming finite is minimal because of
inflation level in the markets where the brand is For some brands, the share of the total beer market
growth projections made when the expected their individual market positions and because current
present. profit exceeds the volume share to an extent that
future growth for the brand was reassessed in and planned marketing initiatives are expected to
creates significant market entry barriers for
sustain their useful life.
2017. Compared with previous years, the competing brands and justifies a higher royalty rate.
brand’s decline has stopped, and moderate
growth is projected. Key assumptions Royalty rates
Average
revenue Terminal Pre-tax Post-tax International, premium and
2018 growth period growth discount rate discount rate speciality beers 3.5-15.0%
Baltika brand 4% 4% 11.1% 9.7% Strong regional and national brands 3.0-5.0%
International brands 1% 1% 5.6% 4.4% Local and mainstream brands 2.0-3.5%
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 78
SECTION 2.2 (CONTINUED) In recent years, the Bank of Russia has expressed its 2.2.4 SENSITIVITY TESTS recoverable amount significantly exceeding the
expectations of a positive future real interest rate at
IMPAIRMENT around 2.5-3.0% in the short term. Due to the current
GOODWILL
carrying amount.
monetary situation in Russia, the short-term interest
rate is higher than the long-term interest rate and Sensitivity tests have been performed to BRANDS
Discount rates
The discount rate is a weighted average cost of therefore not directly comparable with the real determine the lowest forecast and terminal Following the impairment losses recognised in
capital (WACC) that reflects the risk-free interest rate interest rate applied by the Group. Real interest rates period growth rates and/or highest discount 2017 and 2016 for the Baltika and Chongqing
with the addition of a risk premium relevant to each are expected to normalise in the future, with short-
rates that can occur in the CGUs, groups of Brewery Group brands, a reasonably possible
brand. term interest rates falling to a level below the long-
term interest rates. CGUs and brands with indefinite useful life negative change in a key assumption would
without leading to any impairment loss. cause the carrying amount to exceed the
The risk-free interest rates used in the impairment
The current economic environment in Russia indicates recoverable amount. The sensitivity to changes
tests are based on observed market data. For
that a stable long-term real interest rate lower than
countries where long-term risk-free interest rates are The risk-free interest rates observable for in the assumptions is shown in the table.
the current level will be reached within a few years. In
not observable or valid due to specific national or Western Europe remained relatively low at the
addition, the latest published expectations from key
macroeconomic conditions, the interest rate is
international financial institutions show an expected end of 2018. The sensitivity tests calculate the Key assumptions
estimated based on observations from other markets
long-term real interest rate of 2.5%. Therefore, a real impact of higher interest rates and allow for a The key assumptions relevant to the
and/or long-term expectations expressed by
interest rate of 2.5% is maintained as the long-term
international financial institutions considered reliable double-digit percentage-point increase in risk- assessment of the recoverable amount are:
growth expectation in the impairment test.
by the Group. free interest rates. • Volume
The impairment test of the Baltika brand is sensitive • Price
The added credit risk premium (spread) for the risk-
to changes in the real interest rate. Since no expected Due to a challenging macroeconomic situation • Discount rate
free interest rate is fixed at market price or slightly
future long-term real interest rate can be directly
higher, reflecting the expected long-term market
observed, the estimate of a real interest rate is
in some CGUs and groups of CGUs, the Group
price. The aggregate interest rate, including spread, performed additional sensitivity tests to ensure The assumptions for volume and pricing are
subjective and associated with risk.
thereby reflects the long-term interest rate applicable
that a potential impairment was not closely linked, which, together with the
to the Group’s investments in the individual markets.
overlooked. These additional sensitivity tests presence of multiple sub-brands in different
Interest rates applied in Eastern Europe did not identify any potential impairment. geographies within each brand, makes
In recent years, the macroeconomic situation has individual sensitivity testing on the basis of
deteriorated significantly in Eastern Europe, resulting The test for impairment of goodwill did not these two assumptions highly impractical.
in interest rates and inflation increasing to a level
significantly higher than the Group’s long-term
identify any CGUs or groups of CGUs to which Instead, sensitivity testing is performed for the
expectations. goodwill is allocated where a reasonably overall revenue growth rate, both in the
possible negative change in a key assumption forecast period and the terminal period.
The use of expected future interest rates in lieu of would cause the carrying amount to exceed the
appropriate observable interest rates does not impact
the conclusion of the impairment test because the recoverable amount. The sensitivity test for the maximum decline in
relationship between discount rates and growth rates growth rate in the forecast period assumes a
(the real interest rate) is expected to be constant. The goodwill allocated to Eastern Europe was year-on-year decline in the nominal growth
Expectations for the long-term real interest rate
primarily recognised when the Group rate, thereby estimating the accumulated effect
remain a key assumption for the impairment testing
in general, and for CGUs with exposure to the Russian completed the step acquisition of the remaining of a negative change for the full forecast
market in particular. 50% of the Baltic Beverage Holding Group from period.
Scottish & Newcastle in 2008. However, the
impairment test includes 100% of the cash flow
generated by Eastern Europe, resulting in the
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 79
SECTION 2.2 (CONTINUED) Baltika brand rate in the forecast period (year-on-year)
IMPAIRMENT The Baltika brand was written down to its
recoverable amount at the end of 2017. As a
would result in a reduction in the recoverable
amount of DKK 1.5bn.
result, even a small negative change in the key
The sensitivity tests were completed assuming
assumptions could lead to further impairment. Chongqing Brewery Group brands
all other assumptions were unchanged, as it is
The Chongqing Brewery Group brands were
relevant to assess the sensitivity to, for
At 31 December 2018, the carrying amount of written down to their recoverable amount in
example, a decline in the growth rate
the Baltika brand amounted to DKK 5,585m. 2016, and the recoverable amount at the end
independently of changes in the discount rate.
of 2018 remained close to the carrying amount
This is because the growth rate in itself might
Changes in the market dynamics in Russia of DKK 895m. As a result, a reasonably
be impacted by changes in brand strategy and
could have a significant negative impact on the possible negative change in the key
other market factors.
recoverable amount. Macroeconomic recovery assumptions would lead to further impairment.
could lead to further premiumisation or
The sensitivity calculated also assumes a
localisation, which could drive consumers The brands are sensitive to developments in the
straight-line impact despite the fact that
towards international brands or local/regional mainstream segment in China, where pressure
changes in market dynamics and adjustments
brands. from premium and upper-mainstream – in
to these will in practice have different impacts
which the brands are not represented – could
in the individual years and might not apply in
An increase in the real interest rate from the lead to a further drop in market share and
the long term.
current 2.5%, either because of a higher interest thereby a further reduction of the recoverable
rate or lower inflation, could significantly amount.
Western European interest rates have been
reduce the recoverable amount.
very low for several years and are currently at
Similarly, a change in consumer trends towards
a level that is below inflation. An increase in
A 1 percentage point increase in the interest the discount segment could have a negative
the interest rates without a corresponding
rate would result in a reduction in the impact on the recoverable amount.
change in inflation will result in a lower
recoverable amount of DKK 0.8bn, and a 1
recoverable amount of brands and could
percentage point decrease in the terminal A 1 percentage point increase in the interest
potentially lead to impairment. The risk of a
growth rate would result in a reduction in the rate would result in a reduction in the
significant write-down is considered by
recoverable amount of DKK 0.3bn. The recoverable amount of DKK 0.1bn, and a
management to be very low.
combined effect of a 1 percentage point 1 percentage point decrease in the terminal
negative change in the interest rate, the growth rate would result in a reduction in the
terminal growth rate and the average growth recoverable amount of less than DKK 0.1bn.
Sensitivity test
Average Terminal
forecast period Risk-free
DKKbn growth rate growth rate interest rate
∆ -1 %-point -1 %-point +1 %-point
Baltika brand -0.6 -0.3 -0.8
Chongqing Brewery Group brands -0.1 -0.0 -0.1
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 80
SECTION 2.3
INTANGIBLE ASSETS
AND PROPERTY,
PLANT AND
EQUIPMENT
Cost
Cost at 1 January 52,113 27,243 5,715 85,071 16,746 28,109 13,632 58,487
Acquisition of entities 2,047 - - 2,047 1,003 438 41 1,482
Additions - - 127 127 159 2,490 1,251 3,900
Disposal of entities - - -21 -21 -21 -5 - -26
Disposals - - -108 -108 -179 -850 -978 -2,007
Transfers - - 8 8 115 -582 458 -9
Foreign exchange adjustments etc. -1,625 -2,215 -38 -3,878 -229 -640 -207 -1,076
Cost at 31 December 52,535 25,028 5,683 83,246 17,594 28,960 14,197 60,751
INTANGIBLE ASSETS
AND PROPERTY,
PLANT AND
EQUIPMENT
DKK million Intangible assets Property, plant and equipment
Other
Other equipment,
intangible Land and Plant and fixtures and
2017 Goodwill Brands assets Total buildings machinery fittings Total
Cost
Cost at 1 January 54,647 28,807 5,758 89,212 17,281 28,285 14,306 59,872
Additions 3 54 164 221 250 2,166 1,419 3,835
Disposal of entities -62 -8 -52 -122 -259 -235 -110 -604
Disposals - - -94 -94 -135 -333 -1,679 -2,147
Transfers - - 14 14 335 -607 269 -3
Foreign exchange adjustments etc. -2,475 -1,610 -75 -4,160 -726 -1,167 -573 -2,466
Cost at 31 December 52,113 27,243 5,715 85,071 16,746 28,109 13,632 58,487
SECTION 2.3 (CONTINUED) LEASES ACCOUNTING ESTIMATES Lease and service agreements
AND JUDGEMENTS Management considers the substance of the service
INTANGIBLE ASSETS Operating lease liabilities totalled DKK 1,021m
(2017: DKK 912m), with DKK 326m (2017: Useful lives and residual value of intangible
being rendered to classify the agreement as either a
AND PROPERTY, DKK 323m) falling due within one year from assets with finite useful life and property,
plant and equipment
lease or a service contract. Particular importance is
attached to whether fulfilment of the agreement
PLANT AND the reporting date. Operating leases relate to
properties and transport equipment and contain
Useful life and residual value are initially assessed
depends on the use of specific assets. The Group
assesses whether contracts are onerous by
both in acquisitions and in business combinations, cf.
EQUIPMENT no special purchase rights etc. section 5. The value of the brands acquired and their
determining only the direct variable costs and not the
costs that relate to the business as a whole.
expected useful life are assessed based on the brands’
market position and profitability, and expected long-
Property, plant and equipment under Assets held under finance leases with a term developments in the relevant markets.
For leases, an assessment is made as to whether the
construction amounted to DKK 2,126m (2017: carrying amount of DKK 0m (2017: DKK 23m) lease is a finance or an operating lease. The Group
has entered into operating leases for standardised
DKK 1,435m), impacted by the greenfield have been pledged as security for lease Management assesses brands and property, plant assets with a short duration relative to the life of the
brewery in Germany and is included in plant liabilities of DKK 0m (2017: DKK 19m). and equipment for changes in useful life. If an assets, and accordingly the leases are classified as
indication of a reduction in the value or useful life operating leases.
and machinery.
exists, the asset is tested for impairment and is
CAPITAL COMMITMENTS
written down if necessary, or the amortisation/ Leases are classified as finance leases if they transfer
Other equipment, fixtures and fittings include The Group has entered into various capital depreciation period is reassessed and if necessary substantially all the risks and rewards incident to
transport, office and draught beer equipment, commitments that will not take effect until adjusted in line with the asset’s changed useful life. ownership to the lessee. All other leases are classified
coolers and returnable packaging materials. after the reporting date and have therefore not as operating leases.
Reassessment of the expected future use is made in
been recognised in the consolidated financial
connection with changes in production structure, Accounting estimates and judgements related to
Other intangible assets include software, land statements. Capital commitments amounted to restructuring and brewery closures. This may result in impairment are described in section 2.2.
use rights and beer delivery rights. DKK 229m (2017: DKK 515m). the expected future use and residual values not being
realised, which requires reassessment of useful life,
SERVICE AGREEMENTS residual value and recognition of impairment losses or
losses on disposal of non-current assets.
The Group has entered into service contracts of
various lengths in respect of sales, logistics and When changing the amortisation or depreciation
IT. Costs related to the contracts are period due to a change in the useful life, the effect on
amortisation/depreciation is recognised prospectively
recognised as the services are received.
as a change in accounting estimates.
SECTION 2.3 (CONTINUED) Where individual components of an item of property, The expected useful life is as follows: Operating leases
plant and equipment have different useful lives, they Operating lease payments are recognised in the
INTANGIBLE ASSETS are accounted for as separate items. income statement on a straight-line basis over the
Cost comprises the purchase price and costs directly acquisition date and reassessed annually. If the
attributable to the acquisition until the date when the residual value exceeds the carrying amount,
asset is available for use. The cost of self-constructed depreciation is discontinued.
assets comprises direct and indirect costs of
materials, components, sub-suppliers, wages and Amortisation and depreciation are recognised on a Buildings 20-40 years
salaries, and capitalised borrowing costs on specific or straight-line basis over the expected useful life of the Technical installations 15 years
general borrowings attributable to the construction of assets, taking into account any residual value. The
Brewery equipment 15 years
the asset and is included in plant and machinery. expected useful life and residual value are determined
based on past experience and expectations of the Filling and bottling equipment 8-15 years
future use of assets. Technical installations in warehouses 8 years
Research and development costs are recognised in
the income statement as incurred. Development costs On-trade and distribution equipment 5 years
are recognised under other intangible assets if the Depreciation is calculated on the basis of the cost less Fixtures and fittings, other plant
costs are expected to generate future economic the residual value and impairment losses. and equipment 5-8 years
benefits. Returnable packaging materials 3-10 years
Amortisation and depreciation are recognised under
Hardware 3-5 years
For assets acquired in business combinations, cost of sales, sales and distribution expenses, and
Land Not depreciated
including brands and property, plant and equipment, administrative expenses to the extent that they are
cost at initial recognition is determined by estimating included in the cost of self-constructed assets.
the fair value of the individual assets in the purchase
price allocation. Impairment
Impairment losses of a non-recurring nature are
Goodwill is only acquired in business combinations recognised under special items.
and is measured in the purchase price allocation.
Goodwill is not amortised but is subject to an annual
impairment test, cf. section 2.2.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 84
SECTION 3
SPECIAL ITEMS
AND PROVISIONS
303m
SECTION 3.1 restructuring project in prior years in the UK, initiatives, primarily in Kronenbourg, Carlsberg
SPECIAL ITEMS and also reversed provisions made for projects Sverige, Ringnes, certain local supply
in prior years. companies as well as in Asia. The restructuring
SPECIAL ITEMS, INCOME projects include changes in sales and
SPECIAL ITEMS, INCOME
(DKK) In 2018, the Group recognised gains on
SPECIAL ITEMS, EXPENSES distribution operations and related
Impacted by gains on disposal of entities in Special items, expenses consist of impairment organisational changes, including termination
disposal of two minor entities in China, cf.
China, gain on sale of assets that were part losses on returnable steel kegs and filling lines of employees. These projects typically run over
section 5.2.
of a restructuring in prior years and reversal due to the roll-out of the DraughtMasterTM several years.
of impairment losses in Eastern Europe. one-way keg system and of restructuring
In 2018, the Group completed a disposal of
projects across Western Europe. The 2017 was impacted by a write-down of the
land and buildings in Russia impaired in 2010
restructuring projects are the result of the Baltika brand, cf. section 2.2.
and a sale of assets that were part of a
continued focus on cost and efficiency
Onerous
DKK million Restructurings contracts Other Total
Provisions at 1 January 2018 493 451 3,258 4,202
Acquisition of entities - - 390 390
Additional provisions recognised 147 - 761 908
Impact of special items on operating profit Used during the year -211 -40 -249 -500
Reversal of unused provisions -48 - -27 -75
DKK million 2018 2017 Transfers - - 28 28
Discounting 6 9 69 84
If special items had been recognised in operating profit before special items, Foreign exchange adjustments etc. -6 -12 -92 -110
they would have been included in the following line items: Provisions at 31 December 2018 381 408 4,138 4,927
Cost of sales -112 -4,494
Sales and distribution expenses -151 -86 Recognised in the statement of
Administrative expenses 14 -77 financial position
Other operating income 179 522 Non-current provisions 188 369 3,270 3,827
Other operating expenses -18 -430 Current provisions 193 39 868 1,100
Special items, net -88 -4,565 Total 381 408 4,138 4,927
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 86
SECTION 3.2 (CONTINUED) SECTION 3.3 At 31 December 2018, no final rulings had
PROVISIONS CONTINGENT been made in any of the entities that have
experienced dawn raids in recent years.
ACCOUNTING
LIABILITIES However, there is still a significant risk related
POLICIES to these cases due to the inherent uncertainty.
The Group operates in very competitive
Provisions, including profit-sharing provisions, are
recognised when, as a result of events arising before markets where consolidation is taking place Management and the general counsel
or at the reporting date, the Group has a legal or a within the industry and among our customers continuously assess these risks and their likely
constructive obligation and it is probable that there and suppliers, all of which in different ways outcome. It is the opinion of management and
may be an outflow of economic benefits to settle the
obligation.
influences our business. the general counsel that, apart from items
recognised in the statement of financial
Provisions are discounted if the effect is material to In the ordinary course of business, the Group is position, the outcome of these lawsuits,
the measurement of the liability. The Group’s average party to certain lawsuits, disputes etc. of disputes etc. cannot be reliably estimated in
borrowing rate is used as the discount rate. various scopes, some of which are referred to terms of amount or timing. The Group does not
Restructuring costs are recognised when a detailed, below. The resolution of these lawsuits, expect the ongoing lawsuits and disputes to
formal restructuring plan has been announced to disputes etc. is associated with uncertainty, as have a material impact on the Group’s financial
those affected no later than at the reporting date. On they depend on legal proceedings, such as position, net profit or cash flow.
acquisition of entities, restructuring provisions in the
negotiations between the parties affected,
acquiree are only included in the opening balance
when the acquiree has a restructuring liability at the governmental actions and court rulings. GUARANTEES AND COMMITMENTS
acquisition date. The Group has issued guarantees for loans etc.
In 2014, the Federal Cartel Office in Germany raised by third parties (non-consolidated
A provision for onerous contracts is recognised when issued a decision and imposed a fine of EUR entities) of DKK 511m (2017: DKK 475m).
the benefits expected to be derived by the Group from
62m for alleged infringement of the Guarantees issued for loans raised by
a contract are lower than the unavoidable costs of
meeting its obligations under the contract. competition rules in 2007. Management does associates and joint ventures are described in
not agree with the conclusions or findings of section 5.4.
the Federal Cartel Office and, accordingly,
Carlsberg Deutschland has appealed the Certain guarantees etc. are issued in connection
decision to the relevant German court. with disposal of entities and activities. Apart
from items recognised in the statement of
In 2018, the Group’s associate in Portugal financial position or disclosed in the
received a statement of objections from the consolidated financial statements, these
local authorities, which was the next step guarantees etc. will not have a material effect
following a previously conducted dawn raid. on the Group’s financial position.
Furthermore, a dawn raid was conducted in the Capital commitments, lease liabilities and
Group’s subsidiary in India in 2018 with service agreements are described in section 2.3.
investigations still ongoing.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 87
SECTION 4
2.6
SECTION 4.3 The Group uses share buy-back programmes 31 December 2018, dividends of DKK 38m capital at a price quoted on Nasdaq
CAPITAL to return excess cash to shareholders. were payable to non-controlling interests. Copenhagen at the time of acquisition with a
deviation of up to 10%. The permitted holding
STRUCTURE The size of any share buy-back programmes SHARE BUY-BACK AND TREASURY SHARES of treasury shares covers those acquired in
will depend on the expected organic and During the 12-month period from 6 February share buy-back programmes. The Company
4.3.1 CAPITAL STRUCTURE inorganic investments needed to grow the 2019, the Group intends to buy back shares holds no class A shares.
Management regularly assesses whether the business and the Group’s intention to maintain worth up to DKK 4.5bn. The share buy-back
Group’s capital structure is in the interests of net interest-bearing debt to operating profit programme will be split into two tranches of Transactions with shareholders
the Group and its shareholders. before depreciation, amortisation and approximately six months each and will be in Carlsberg A/S
impairment losses below 2.0x. executed in accordance with Article 5 of
The overall objective is to ensure a continued Regulation No 596/2014 of the European DKK million 2018 2017
development and strengthening of the Group’s Parliament and Council of 16 April 2014 Dividends paid to
The Group is rated by Moody’s Investors
shareholders -2,439 -1,525
capital structure that supports long-term Service and Fitch Ratings. As an element in (MAR) and the Commission Delegated
Acquisition of treasury
profitable growth and a solid increase in key strategic decisions on capital structure, Regulation (EU) 2016/1052, also referred to shares -128 -266
earnings and ratios. This includes assessment management assesses the risk of changes in as the Safe Harbour Regulation. The first Disposal of treasury
of and decisions on the split of financing the Group’s investment-grade rating. tranche is a share buy-back programme worth shares 78 110
between share capital and borrowings, which is Identification and monitoring of risks that could up to DKK 2.5bn, with a maximum of 15 Total -2,489 -1,681
a long-term strategic decision to be made in change the rating were carried out on an million shares. The Company is entitled to
connection with significant investments and ongoing basis throughout the year. suspend or stop the programme at any time.
other transactions. Transactions with non-controlling interests
4.3.2 EQUITY According to the authorisation of the Annual
Carlsberg A/S’ share capital is divided into two General Meeting, the Supervisory Board may, DKK million 2018 2017
classes (A shares and B shares). Combined DIVIDENDS in the period until 13 March 2023, allow the Dividends paid to NCI -831 -738
with the Carlsberg Foundation’s position as The Group proposes a dividend of DKK 18.00 Company to acquire treasury shares up to a Acquisition of NCI -355 -2
majority shareholder (in terms of control), per share (2017: DKK 16.00 per share), total holding of 10% of the nominal share Total -1,186 -740
management considers that this division will amounting to DKK 2,746m (2017: DKK
remain advantageous for all of the 2,441m). The proposed dividend has been
shareholders, as this structure enables and included in retained earnings at 31 December
Equity (DKKm)
supports the long-term development of the 2018.
Group.
Dividends paid out in 2018 for 2017, net of 6,133 -2,754
The Group targets a leverage ratio below 2.0x. dividends on treasury shares, amounted to 392 -3,308
The leverage ratio is measured as net interest- DKK 2,439m (paid out in 2017 for 2016: DKK
bearing debt to operating profit before 1,525m). Dividends paid out to shareholders of 49,525 -1,642
Carlsberg A/S do not impact taxable income in -457 47,889
depreciation, amortisation and impairment
losses. At the end of 2018, the leverage ratio Carlsberg A/S.
was 1.29x (2017: 1.45x) and, in light of the
reduced financial leverage, the intention is to Dividends paid to non-controlling interests
increase the payout to shareholders. primarily related to entities in Asia. At
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 90
To facilitate settlement of share-based incentive programmes in 2018, the Company acquired class B treasury shares at
an average price of DKK 740 (2017: DKK 706).
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 91
SECTION 4.4 Changes in gross financial debt 4.4.2 CASH The Group primarily enters into financial
BORROWINGS DKK million 2018 2017
Cash and cash equivalents include short-term
marketable securities with a term of three
instruments and transactions with the Group’s
relationship banks, i.e. banks extending loans
AND CASH Gross financial debt at 1 months or less at the acquisition date that are to the Group. Group Treasury monitors the
January 24,189 30,204
subject to an insignificant risk of changes in Group’s gross credit exposure to banks and
Proceeds from issue of
4.4.1 BORROWINGS value. Short-term bank deposits amounted to operates with individual limits on banks based
bonds - 3,684
Borrowings decreased slightly in 2018. In Repayment of bonds - -7,444 DKK 252m (2017: DKK 578m). The average on rating and access to netting of assets and
addition, the distribution between current and Instalments on and proceeds interest rate on these deposits was 6% (2017: liabilities.
non-current debt changed, as a EUR 750m from borrowings, long-term -38 -1,157 6.3%).
bond matures in July 2019 and the certificates Repayment of mortgage - -420 EXPOSURE TO CREDIT RISK
arising as a consequence of the prepayment Instalments on and proceeds Cash and cash equivalents The carrying amount of DKK 5,589m (2017:
from borrowings, short-term -56 147
received regarding the disposal of the Hamburg DKK 3,462m) represents the maximum credit
Other -29 -49
site mature in November 2019. Both items DKK million 2018 2017 exposure related to cash and cash equivalents.
External financing -123 -5,239
were reported as non-current in 2017. Cash and cash equivalents 5,589 3,462 Of this amount, DKK 2,760m (2017: DKK
Change in bank overdrafts -187 -812
Bank overdrafts -155 -342 2,131m) is cash in Asia.
Other, including foreign
Gross financial debt exchange adjustments and Cash and cash equivalents,
amortisation 104 36 net 5,434 3,120
The credit risk on receivables is described in
DKK million 2018 2017 Gross financial debt at 31 section 1.5.1.
December 23,983 24,189
ASSESSMENT OF CREDIT RISK
Non-current
The Group is exposed to credit risk on cash and
Issued bonds 16,697 22,215
cash equivalents (including fixed deposits),
Bank borrowings 35 21
ACCOUNTING investments and derivative financial
Other borrowings 18 1,104 POLICIES
instruments with a positive fair value due to
Total 16,750 23,340
Borrowings are initially recognised at fair value less uncertainty as to whether the counterparty will
transaction costs and subsequently measured at
Current be able to meet its contractual obligations as
amortised cost using the effective interest method.
Issued bonds 5,602 - Accordingly, the difference between the fair value less they fall due.
Current portion of other transaction costs and the nominal value is recognised
non-current borrowings - 36 under financial expenses over the term of the loan. The Group has established a credit policy under
Bank borrowings 526 773 which financial transactions may be entered
Other borrowings 1,105 40
into only with financial institutions with a solid
Total 7,233 849
credit rating. The credit exposure on financial
Total borrowings 23,983 24,189
institutions is managed by Group Treasury.
Fair value 25,248 25,840
SECTION 4.5 The interest rate risk is measured by the SENSITIVITY ANALYSIS The sensitivity analysis is based on the financial
INTEREST RATE RISK duration of the net financial debt. The target is It is estimated that a 1 percentage point
interest rate increase would lead to an increase
instruments recognised at the reporting date.
to have a duration between two and five years.
At 31 December 2018, the duration was 4.2 in interest expenses of DKK 16m (2017: The sensitivity analysis assumes a parallel shift
The Group’s exposure to interest rate risk is
years (2017: 4.6). Interest rate risks are mainly decrease of DKK 27m). The analysis assumes a in interest rates and that all other variables
considered limited. At the reporting date, 91%
managed using fixed-rate bonds. parallel shift in the relevant yield curves. remain constant, in particular foreign exchange
of the net financial debt consisted of fixed-rate
rates and interest rate differentials between the
borrowings with interest rates fixed for more
The EUR 750m bond maturing on 3 July 2019 If the market interest rate had been 1 different currencies. The analysis was
than one year (2017: 113%). As 89% of the
consists of two bond issues of EUR 250m and percentage point higher at the reporting date, it performed on the same basis as for 2017. The
Group’s net debt is in EUR, the interest rate
EUR 500m. would have led to a financial gain of DKK Group did not enter into any new interest rate
exposure primarily relates to the development
766m (2017: DKK 962m), and a similar loss swaps in 2018.
in the interest rates for EUR.
had the interest rate been 1 percentage point
lower. However, since all fixed-rate borrowings
are measured at amortised cost, there is no
impact on other comprehensive income or the
income statement.
Net financial debt by currency
¹ Net financial debt consists of current and non-current items after currency derivatives less cash and cash equivalents.
² Net financial debt consists of current and non-current items less cash and cash equivalents.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 93
SECTION 4.6 4.6.2 HEDGING OF NET INVESTMENTS Where the fair value adjustments of forward 4.6.3 EXCHANGE RATE RISK ON CASH
FOREIGN EXCHANGE IN FOREIGN SUBSIDIARIES exchange contracts do not exceed the fair
value adjustments of the investment, the
AND BORROWINGS
The main principle for funding of subsidiaries is
The Group holds a number of investments in
RISK RELATED TO foreign subsidiaries where the translation of net adjustments of the financial instruments are that cash, loans and borrowings should be in
NET INVESTMENTS assets to DKK is exposed to foreign exchange recognised in other comprehensive income. At local currency or hedged to local currency to
risks. The Group hedges part of this foreign 31 December 2018, all adjustments of financial avoid foreign exchange risk. However, in some
AND FINANCING exchange exposure by entering into forward instruments were recognised in other Group entities net debt is denominated in a
ACTIVITIES exchange contracts (net investment hedges). comprehensive income. Fair value adjustments currency other than the functional currency of
This mainly applies to net investments in CHF, of loans designated as strategic intra-group the local entity without the foreign exchange
4.6.1 CURRENCY PROFILE OF CNY, MYR, NOK and PLN. The basis for loans are also recognised in other risk being hedged. This applies primarily to a
BORROWINGS hedging is reviewed at least once a year, and comprehensive income. few entities in Eastern Europe that hold cash
The Group is exposed to foreign exchange risk the two parameters, risk reduction and cost, and loans in EUR and USD and in this way
on borrowings denominated in a currency other are balanced. In economic terms, having debt The fair value of derivatives used as net obtain proxy hedging of the foreign exchange
than the functional currency of the local in foreign currency or creating synthetic debt investment hedges recognised at 31 December risk associated with the purchase of goods in
entities reporting the debt, as well as the risk via forward exchange contracts constitutes 2018 amounted to DKK -75m (2017: DKK foreign currency in these markets.
that arises when net cash inflow is generated in hedging of the DKK value of future cash flows 84m). The closing balance in the equity reserve
one currency and loans are denominated and arising from operating activities or specific for currency translation for hedges for which
have to be repaid in another currency. transactions. hedge accounting is no longer applied
amounted to DKK -1,382m (2017: DKK
The most significant net risk relates to foreign -1,378m). Positive fair values of derivatives are
exchange adjustment of net investments in recognised as other receivables and negative
RUB. values as other liabilities.
SECTION 4.6 (CONTINUED) Income statement Exchange rate sensitivity - other comprehensive income
FOREIGN EXCHANGE The hypothetical impact ignores the fact that
the subsidiaries’ initial recognition of revenue, 2018 2017
RISK RELATED TO cost and debt would be similarly exposed to Average Average
changes in foreign exchange rates. EUR/GBP 1,109 -639 -340 130 130 5% 7 33
EUR/NOK 121 -608 273 -214 -214 5% -11 -22
DKK million
Total
committed Utilised 2017
loans and portion of Unutilised Unutilised
credit credit credit credit
2018 facilities facilities facilities facilities
Current
<1 year 8,764 7,233 1,531 2,079
Applied exchange rates Total current committed loans and credit facilities 8,764 7,233 1,531 2,079
Closing rate Average rate
DKK 2018 2017 2018 2017 Non-current
Swiss franc (CHF) 6.6512 6.3621 6.4526 6.7091 <1 year - - -7,233 -849
Chinese yuan (CNY) 0.9479 0.9539 0.9562 0.9764 1-2 years 21 21 - -
Euro (EUR) 7.4673 7.4449 7.4529 7.4384 2-3 years 15,004 -5 15,009 -
Pound sterling (GBP) 8.2719 8.3912 8.4234 8.4933 3-4 years 5,595 5,595 - 18,687
Laotian kip (LAK) 0.0008 0.0007 0.0007 0.0008 4-5 years 3,712 3,712 - -
Norwegian krone (NOK) 0.7487 0.7566 0.7775 0.7961 >5 years 7,427 7,427 - -
Polish zloty (PLN) 1.7355 1.7824 1.7471 1.7500 Total non-current committed loans and credit facilities 31,759 16,750 7,776 17,838
Russian rouble (RUB) 0.0940 0.1081 0.1007 0.1134 Cash and cash equivalents 5,589 3,462
Swedish krona (SEK) 0.7266 0.7563 0.7256 0.7712 Credit resources available (total non-current
Ukrainian hryvnia (UAH) 0.2355 0.2223 0.2347 0.2488 committed loans and credit facilities - net debt) 13,365 21,300
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 96
SECTION 4.7 (CONTINUED) The credit resources available and the access to operations, such as property, plant and The interest expense is the contractual cash
LIQUIDITY RISK unused committed credit facilities are equipment, and investments in working capital, flows expected on the gross financial debt
considered reasonable in light of the Group’s for example inventories and trade receivables. existing at 31 December 2018.
current needs in terms of financial flexibility.
At 31 December 2018, the Group had total
The nominal amount/contractual cash flow of The cash flow is estimated based on the
credit resources available of DKK 13,365m
In addition to efficient working capital manage- the gross financial debt was DKK 125m higher notional amount of the above-mentioned
(2017: DKK 21,300m) consisting of cash and
ment and credit risk management, the Group (2017: DKK 163m higher) than the carrying borrowings and expected interest rates at
cash equivalents of DKK 5,589m (2017: DKK
mitigates liquidity risk by arranging borrowing amount. The difference between the nominal year-end 2018 and 2017. Interest on debt
3,462m), committed unutilised non-current
facilities with solid financial institutions. amount and the carrying amount comprises recognised at year-end 2018 and 2017, for
credit facilities of DKK 15,009m (2017: DKK
differences between these amounts at initial which no contractual obligation exists (current
18,687m) and less utilisation of current
The Group uses cash pools for day-to-day recognition, which are treated as a cost that is borrowing and cash pools), has been included
facilities of DKK -7,233m (2017: DKK -849m).
liquidity management in most of the entities in capitalised and amortised over the duration of for a two-year period.
Including current credit facilities of DKK
Western Europe, as well as intra-group loans the borrowings.
1,531m (2017: DKK 2,079m), total committed
between Group Treasury and subsidiaries.
unutilised credit facilities amounted to DKK
Eastern Europe and Asia are less integrated in
16,540m (2017: DKK 20,766m).
terms of cash pools, and liquidity is managed
via intra-group loans.
Credit resources available were reduced by
DKK 7.9bn compared with 2017. This was
The table lists the contractual maturities of
primarily due to the net effect of an EUR 750m
financial liabilities, including estimated interest
bond maturing in July 2019 (reducing credit
payments and excluding the impact of netting
resources available by DKK 5.6bn), certificates
agreements, and thus summarises the gross Maturity of financial liabilities
related to prepayments regarding disposal of
liquidity risk.
the Hamburg site of DKK 1.1bn, and a
DKK million
reduction in the revolving credit facility of DKK
The risk implied by the values reflects the one- Maturity
3.7bn. Furthermore, the reduction in net Contractual Maturity >1 year Maturity Carrying
sided scenario of cash outflows only. Trade
financial debt increased credit resources 2018 cash flows <1 year <5 years >5 years amount
payables and other financial liabilities originate
available by DKK 2.3bn. Credit resources are
from the financing of assets in ongoing
also affected by planned share buy-backs. Derivative financial instruments
Derivative financial instruments, payables 281 272 9 - 263
SECTION 4.8 The ineffective portion primarily relates to Cash flow hedges comprise aluminium hedges The closing balance in the equity reserve for
DERIVATIVE aluminium hedges. Following the adoption of where the hedged item is aluminium cans that hedging of cash flow hedges for which hedge
IFRS 9, there was no ineffectiveness. The will be used in a number of Group entities in accounting is no longer applied was DKK
FINANCIAL change in accounting policy did not have a 2019 and 2020, and currency forwards entered -837m (2017: DKK -832m).
INSTRUMENTS material impact on other comprehensive into to cover the foreign exchange risk on
income or the income statement. transactions expected to take place in 2019
The Group enters into various derivative and 2020.
financial instruments to hedge foreign Positive fair values of derivatives are recognised
exchange, interest rate and commodity risks as other receivables and negative values as The impact on other comprehensive income
and seeks to apply hedge accounting when this other liabilities. from exchange rate instruments relates to
is possible. Hedging of future, highly probable hedges of Group entities’ purchases and sales
forecast transactions is designated as cash flow The fair value of derivatives classified as a cash in currencies other than their functional
hedges. Fair value adjustments of derivative flow hedge is presented in the cash flow hedge currencies. The impact on other comprehensive
financial instruments that are not designated section below. income from other instruments relates to
either as net investment hedges or as cash flow hedges of Group entities’ exposure to changes
hedges are recognised in financial income and in aluminium prices.
expenses.
Cash flow hedges Financial derivatives not designated as hedging instruments (economic hedges)
Fair values of derivative financial instruments are The fair values of derivative financial instruments are
calculated on the basis of level 2 input consisting of presented in other receivables or payables, and
current market data and generally accepted valuation positive and negative values are offset only when the
methods. Internally calculated values are used, and Group has the right and the intention to settle several
these are compared with external market quotes on a financial instruments net.
quarterly basis. For currency and aluminium
derivatives, the calculation is as follows: Changes in the fair value of a fair value hedge and of
a) The forward market rate is compared with the derivative financial instruments not designated in a
agreed rate on the derivatives, and the difference hedge relationship are recognised in financial income
in cash flow at the future point in time is or expenses in the income statement.
calculated.
b) The amounts are discounted to present value. Changes in the effective portion of the fair value of
derivative financial instruments that are designated
When entering into a contract, management assesses and qualify as a cash flow hedge are recognised in
whether the contract contains embedded derivatives the hedging reserve within equity. When the hedged
and whether they meet the criteria for separate transaction materialises, amounts previously
classification and recognition. The Group currently recognised in other comprehensive income are
does not have any embedded derivatives that meet transferred to the same item as the hedged item.
the criteria for separate classification and recognition.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 99
SECTION 5
ACQUISITIONS, DISPOSALS,
ASSOCIATES AND JOINT VENTURES
Cambrew
SECTION 5.1 INVESTMENT MODEL IMPACT ON FINANCIAL STATEMENTS
SECTION 5.1 (CONTINUED) SECTION 5.2 The Group did not complete any acquisitions of DISPOSAL OF ENTITIES
INVESTMENT MODEL ACQUISITIONS AND entities in 2017. The restructuring of the Group’s Chinese
activities continued in 2018 and resulted in the
AND RISKS DISPOSALS Entities acquired disposal of two minor entities (2017: five) with
brewing activities.
Common to all partnerships is the risk of ACQUISITION OF ENTITIES DKK million 2018
disagreement and, ultimately, dissolution. In August 2018, Carlsberg gained control of Consideration paid 1,349 In 2017, the Group also disposed of the
Cambrew Group (Cambodia) through the Fair value of contingent consideration 1,061 subsidiaries Nordic Getränke in Germany and
A dissolution will initially impact the accounting acquisition of an additional 25% of the shares, Fair value of previously held investment 843 Carlsberg Uzbekistan as well as minor
treatment of an investment. The accounting giving Carlsberg a 75% ownership interest. Total cost of acquisition 3,253 investments in associates in Romania, Russia
treatment will depend on whether the Group or and Sweden.
our partner is exiting the business. In the long The step acquisition of Cambrew Group was Provisional fair values
carried out to obtain control of the business in Intangible assets 2,047
term, however, the impact can be significant to The disposals completed in both 2018 and
order to further strengthen the Group’s Property, plant and equipment 1,482
the operation of the local entity and the 2017 were part of the structural changes under
Financial assets 46
collaboration with customers, distributors, presence in the Asia region. The consideration the Funding the Journey programme and all
Inventories 102
authorities etc. if the partner was instrumental for the acquisition is contingent on the exercise related to non-core assets.
Trade and other receivables 85
in managing these relationships. Therefore, a of a fixed-priced put option granted to the 25%
Cash and cash equivalents 353
risk of a partnership dissolution may have a non-controlling interests and an earn-out Provisions and retirement benefits -393 Elements of cash consideration paid
negative impact on the underlying business and depending on net revenue in 2021 or 2022. Deferred tax liabilities -129 and received
the financial performance recognised in the The revaluation of the equity interest held Trade payables -254
consolidated financial statements. before the acquisition resulted in a gain of DKK Other payables -83 DKK million 2018 2017
13m being recognised in special items. Acquired assets and liabilities 3,256 Cash consideration
received/paid, subsidiaries,
Non-controlling interests -3
net -1,327 270
The calculated goodwill represents staff Acquired assets and liabilities attributable
Cash consideration
to shareholders in Carlsberg A/S 3,253
competences and synergies from expected received/paid, associates -1,491 242
optimisations of sales and distribution, supply Cash and cash equivalents
acquired/disposed of 353 -2
chain and procurement. The Group expects to
ACQUISITION OF NON-CONTROLLING Total cash consideration
increase Cambrew’s market share in a beer
INTERESTS received/paid, net -2,465 510
market that holds significant growth
In February 2018, the non-controlling interest - of which consideration
opportunities. paid for entities acquired -1,349 -
in Olympic Brewery (Greece) exercised the put
- of which consideration
option on the remaining 49% shareholding.
The purchase price allocation of the fair value received for entities disposed 46 519
SECTION 5.2 (CONTINUED) Purchase price allocation on the basis of key assumptions about expected Acquisition of Cambrew Group
For acquisitions of entities, the assets, liabilities and useful life, royalty rate, growth rate and a Purchase price allocation
ACQUISITIONS contingent liabilities of the acquiree are recognised theoretically calculated tax effect. A post-tax Management believes that the purchase price for
SECTION 5.2 (CONTINUED) are subsequently adjusted up until 12 months after SECTION 5.3 The carrying amount of contingent
the acquisition. The effect of the adjustments is
ACQUISITIONS recognised in the opening balance of equity, and the CONTINGENT considerations regarding the expected future
exercise of put options held by non-controlling
AND DISPOSALS comparative figures are restated accordingly if the
amount is material. CONSIDERATIONS interests is determined in accordance with the
terms of the agreements made with the holders
ACCOUNTING Except in cases of material error, changes in
Contingent considerations relate to subsidiaries of the options. Therefore, not all are measured
POLICIES estimates of contingent purchase considerations are
recognised in the income statement under special of the Group that are operated in cooperation at fair value.
Acquisitions items, unless they qualify for recognition directly in with local partners who hold options to sell
The acquisition date is the date when the Group equity. their shares to the Group. Interest rates in the range of 2.5-7.5% and
effectively obtains control of an acquired subsidiary
or significant influence over an associate or a joint Disposals residual growth rates in the range of 2.0-3.0%
venture. Gains or losses on the disposal or liquidation of The contingent consideration primarily relates were applied in the valuation of contingent
subsidiaries, associates and joint ventures are stated to put options on the shares in Brewery considerations.
The cost of a business combination comprises the fair as the difference between the sales price and the Alivaria, Belarus, on the shares in Caretech
value of the consideration agreed upon, including the carrying amount of net assets (including goodwill) at
fair value of consideration contingent on future Limited (the parent company in the Cambrew Movements within the year comprise
the date of disposal or liquidation, foreign exchange
events. adjustments recognised in other comprehensive Group) and on the shares in Carlsberg South acquisition of entities and fair value
income, and costs to sell or liquidation expenses. Asia Pte Ltd (the parent company holding adjustments of contingent considerations, net
In a step acquisition, the Group gains control of an
entity in which it already held a shareholding before
100% and 90% of the shares in the businesses of exercised put options during the year.
gaining control. The shareholding held before the step in India and Nepal respectively).
acquisition is remeasured at fair value at the A loss of DKK 63m was recognised in equity on
acquisition date and added to the fair value of the In accordance with the Group’s accounting exercise of put options in 2018.
consideration paid for the shareholding acquired in
the step acquisition and is accounted for as the total policy, shares subject to put options are
cost of the shareholding in the acquired entity. The consolidated as if the shares had already been The contingent considerations are expected to
gain or loss on the remeasurement is recognised in acquired. The ownership percentage at which fall due after more than one year.
the income statement under special items.
these subsidiaries are consolidated therefore
Goodwill and fair value adjustments in connection differs from the legal ownership interest
with the acquisition of a foreign entity with a retained by the Group. Both the legal and the
functional currency other than the Group’s consolidated ownership are stated in section
presentation currency (DKK) are treated as assets and
10.
liabilities belonging to the foreign entity and
translated into the foreign entity’s functional currency
at the exchange rate at the transaction date.
SECTION 5.3 (CONTINUED) SECTION 5.4 For associates in which the Group holds an ACCOUNTING
POLICIES
CONTINGENT ASSOCIATES AND ownership interest of less than 20%, the Group
Investments in associates and joint ventures are
participates in the management of the
CONSIDERATIONS JOINT VENTURES company and is therefore exercising significant
recognised according to the equity method, which
entails measurement at cost and adjustment for the
influence. Group’s share of the profit or loss and other
ACCOUNTING ESTIMATES The decline in profit from associates is primarily comprehensive income of the associate after the date
AND JUDGEMENTS
related to poor performance in Myanmar, and Fair value of investment in listed associates of acquisition, calculated in accordance with the
The fair value of contingent considerations is in Cambodia prior to the acquisition. Group’s accounting policies. The proportionate share
calculated on the basis of level 3 input consisting of of unrealised intra-group profits and losses is
DKK million 2018 2017
non-observable data, such as entity-specific discount eliminated. Investments in associates and joint
rates and industry-specific expectations of price Investments in associates and joint ventures The Lion Brewery ventures with negative net asset values are measured
Ceylon, Sri Lanka 406 442 at DKK 0.
developments, and generally accepted valuation include the businesses in Portugal (60%),
methods, including discounted cash flows and Myanmar (51%) and five associates in China
multiples. If the Group has a legal or constructive obligation to
(each 50%). The total investment in these None of the associates and joint ventures are cover a deficit in the associate or joint venture, the
Estimates are based on updated information since associates amounted to DKK 2,612m at 31 material to the Group. deficit is recognised under provisions. Any amounts
initial recognition of the contingent consideration, December 2018. owed by associates and joint ventures are written
including new budgets and sales forecasts, discount down to the extent that the amount owed is deemed
CONTINGENT LIABILITIES
rates etc. The assumptions applied are in line with irrecoverable.
Investments in associates and joint ventures The Group did not issue any guarantees for
those used in the impairment tests as described in
section 2.2, but reflecting the different models and increased compared with 2017, primarily due loans etc. raised by associates and joint
valuation techniques needed. to the acquisition of 28.5% of the shares in ventures in 2018 or 2017.
Viacer (Portugal), the controlling shareholder
ACCOUNTING
POLICIES of Super Bock Group. The acquisition did not
result in the Group gaining control of Super
On acquisition of non-controlling interests, i.e.
Bock Group, which remains an associate.
subsequent to the Group obtaining control, acquired
net assets are not measured at fair value. The Following the transaction, the Carlsberg
difference between the cost and the non-controlling Group’s direct and indirect ownership share in
interests’ share of the total carrying amount, including Super Bock Group is 60%. Key figures for associates and joint ventures
goodwill, is transferred from the non-controlling
interests’ share of equity to equity attributable to
The increase was partially offset by the DKK million Carlsberg Group share
shareholders in Carlsberg A/S. The amount deducted
cannot exceed the non-controlling interests’ share of acquisition of an additional 25% of the shares in Other Total Investments in
equity immediately before the transaction. Cambrew Group (Cambodia), increasing our Profit comprehensive comprehensive associates and
2018 after tax income income joint ventures
On disposal of shareholdings to non-controlling
ownership share to 75%. Following this, the
Associates 131 4 135 4,564
interests, the difference between the sales price and Group now exercises management control of
Joint ventures -1 - -1 -2
the share of the total carrying amount, including the business, and it has been fully consolidated
goodwill acquired by the non-controlling interests, is Total 130 4 134 4,562
since 1 August 2018.
transferred from equity attributable to shareholders in
Carlsberg A/S to the non-controlling interests’ share 2017
of equity. Despite the legal 51% ownership share in
Associates 252 -12 240 3,200
Myanmar Carlsberg, the entity is classified as Joint ventures 10 - 10 1,066
Fair value adjustments of put options granted to non-
an associate due to the shareholders’ Total 262 -12 250 4,266
controlling interests are recognised directly in the
statement of changes in equity. agreement with the partner.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 104
SECTION 6
TAX
2,386m
SECTION 6.1 particularly on dividends, and non-deductible Valuation allowances on tax losses in 2018
INCOME TAX expenses. and 2017 also impacted the effective tax rate
of both years negatively.
INCOME TAX (DKK) In 2017, the tax rate of 41.4% was negatively
The nominal weighted tax rate for the Group is
Down from DKK 2,427m, excluding impacted by the impairment of brands in Fair value adjustments of hedging instruments
calculated as domestic tax rates applicable to
impairment of brands, in 2017. Russia. Excluding impairment of brands, the arise in Denmark, but it is not possible to
profits in the entities as a proportion of each
effective tax rate would have been 29.0%. deduct all fair value adjustments due to local
entity’s share of the Group’s profit before tax.
thin capitalisation rules. Tax on such
adjustments therefore fluctuates from year to
The effective tax rate for the Group of 28.0%
Tax recognised in other comprehensive income Deferred tax of DKK 94m (2017: DKK 115m)
was recognised in respect of earnings in entities
2018 2017 in the Eastern Europe region that are intended
Recognised Tax Recognised Tax for distribution in the short term, as tax of 5% is
item income/ item income/
payable on distributions.
DKK million before tax expense After tax before tax expense After tax
Foreign exchange adjustments 2,754 - 2,754 3,842 - 3,842
For other subsidiaries where reserves are
Hedging instruments 640 -85 555 305 -25 280
Retirement benefit obligations -392 33 -359 -1,266 138 -1,128 planned to be distributed, any distribution of
Share of other comprehensive income in associates and joint ventures -4 - -4 12 - 12 earnings will not trigger a significant tax
Other - - - - 3 3 liability based on current tax legislation.
Total 2,998 -52 2,946 2,893 116 3,009
Deferred tax on temporary differences relating
to investments in subsidiaries, associates and
joint ventures amounted to DKK 0m (2017: DKK
0m).
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 106
SECTION 6.2 (CONTINUED) ACCOUNTING If specific dividend plans exist for subsidiaries, Deferred tax is measured according to the tax rules
POLICIES associates and joint ventures in countries levying and at the tax rates applicable in the respective
DEFERRED TAX Current tax payable and receivable are recognised in
withholding tax on distributions, deferred tax is countries at the reporting date and when the deferred
recognised on expected dividend payments. tax is expected to materialise as current tax. The
the statement of financial position as tax computed
ACCOUNTING ESTIMATES change in deferred tax as a result of changes in tax
on the taxable income for the year, adjusted for tax
AND JUDGEMENTS Deferred tax assets related to tax loss carryforwards rates is recognised in the income statement. Changes
on the taxable income of prior years and for tax paid
are recognised under other non-current assets at the to deferred tax on items recognised in other
The Group recognises deferred tax assets, including on account.
expected value of their utilisation, either as a set-off comprehensive income are, however, recognised in
the expected tax value of tax loss carryforwards, if against tax on future income or as a set-off against other comprehensive income.
management assesses that these tax assets can be Deferred tax on all temporary differences between deferred tax liabilities in the same legal tax entity and
offset against positive taxable income in the the carrying amount and the tax base of assets and jurisdiction.
foreseeable future. This judgement is made annually liabilities is measured using the balance sheet liability
and based on budgets and business plans for the method. However, deferred tax is not recognised on Deferred tax assets and tax liabilities are offset if the
coming years, including planned commercial temporary differences relating to goodwill that is not entity has a legally enforceable right to offset current
initiatives. deductible for tax purposes or on office premises and tax liabilities and tax assets or intends either to settle
other items where temporary differences, apart from current tax liabilities and tax assets or to realise the
Carlsberg operates in a large number of tax business combinations, arise at the acquisition date assets and settle the liabilities simultaneously.
jurisdictions where tax legislation is highly complex without affecting either profit/loss for the year or Deferred tax assets are subject to annual impairment
and subject to interpretation. Management makes taxable income. Where alternative tax rules can be tests and are recognised only to the extent that it is
judgements on uncertain tax positions to ensure applied to determine the tax base, deferred tax is probable that the assets will be utilised.
recognition and measurement of tax assets and measured based on management’s planned use of
liabilities. the asset or settlement of the liability.
Remuneration
Staff costs
Western Europe 29% (31%)
Asia 38% (38%) DKK million 2018 2017
A new share-based incentive programme, Eastern Europe 30% (29%)
Salaries and other remuneration 8,491 7,980
Fund & Grow, was set up to improve Other 3% (2%)
Severance payments 75 415
alignment between the interests of the Social security costs 1,294 1,321
top-200 management team and the Retirement benefit costs – defined contribution plans 286 275
By function (%)
shareholders. Retirement benefit costs – defined benefit plans 203 219
2018 Share-based payments 174 33
Other employee benefits 91 97
Total 10,614 10,340
Average number of employees 40,837 41,430
(2017)
Staff costs are included in the following line items in the income statement
Cost of sales 2,720 2,653
Sales and distribution expenses 5,348 5,391
Administrative expenses 2,433 2,098
Other operating activities, net 54 57
Production 33% (32%) Financial expenses (Pensions) 23 -
Distribution 16% (17%)
Special items (Restructurings) 36 141
Sales & Marketing 41% (41%)
Administration 10% (10%) Total 10,614 10,340
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 108
Remuneration
Key management
Executive directors personnel
Cees 't Hart Heine Dalsgaard
DKK million 2018 2017 2016 2018 2017 2016 2018 2017
Fixed salary 12.3 12.0 12.0 7.4 7.3 4.2 25.3 30.7
Cash bonus 12.3 9.3 10.0 7.4 5.6 7.3 18.5 12.2
Other benefits 1.1 1.2 1.2 - - - 4.0 6.6
Special bonus¹ - - - - 3.1 11.9 - -
Funding the Journey cash plan - - - - - - - 10.9
Severance payments - - - - - - - 15.3
Remuneration settled in cash 25.7 22.5 23.2 14.8 16.0 23.4 47.8 75.7
Non-monetary benefits 0.1 0.1 0.1 0.3 0.3 0.2 0.5 2.6
Share-based payments² 26.7 20.6 12.8 13.3 9.0 1.9 18.8 0.7
Remuneration settled non-cash 26.8 20.7 12.9 13.6 9.3 2.1 19.3 3.3
Total 52.5 43.2 36.1 28.4 25.3 25.5 67.1 79.0
¹ Special bonus covered remuneration waived from previous employer, in total DKK 15m, paid out in 2016 and 2017.
² The amount of remuneration in the form of share-based payments in the table does not reflect the value of shares transferred to or cash equivalents received by the executive
director during the year. The amount reflects only the technical accounting charge to the income statement required by IFRS.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 109
SECTION 7.3 shares. Share options entitle the holder to PERFORMANCE SHARES at top- and bottom-line growth, with the
SHARE-BASED purchase class B shares in Carlsberg A/S at a The number of performance shares granted is
the maximum number of performance shares
interests of our shareholders. Shares were
predetermined price after completing three granted to 204 employees across the Group,
PAYMENTS years of service and are exercisable for five that can vest. The number of shares not including the executive directors. Vesting is
years. Entitlement to performance shares also outstanding at the end of the period is the subject to achievement of two KPIs, organic
The Group has set up share-based incentive requires fulfilment of service in the vesting estimated number of shares expected to vest, growth in net revenue and in operating profit,
programmes to attract, retain and motivate the period (2-3 years), but does not have any based on an assessment of the extent to which in the two-year vesting period of the
Group’s executive directors and other levels of exercise price. the vesting conditions are expected to be met. programme. The average contractual life at the
management personnel, and to align their The number of shares expected to vest is end of 2018 was 1.1 years.
interests with those of the shareholders. No Instead, the shares are transferred to the revised on a regular basis until vesting.
share-based incentive programme has been set recipients based on the achievement of the Funding the Journey performance shares
up for Carlsberg A/S’ Supervisory Board. KPIs attached to the shares. Performance Regular performance shares Funding the Journey performance shares were
shares have been awarded under three In 2018, 206 employees (2017: 2 employees) granted to the executive directors in 2016 only.
The Group has two forms of share-based programmes that differ in terms of KPI across the Group were awarded performance The average contractual life at the end of 2018
payment: share options and performance structure and vesting period. shares. was 0.2 years (2017: 1.2 years).
Performance shares Vesting is subject to achievement of the four In a separate long-term incentive programme
Key Other
Executive management management KPIs: total shareholder return, adjusted EPS based on Funding the Journey performance,
directors personnel personnel Total growth, organic net revenue growth and the top-60 leadership team of the Group’s
31 December 2016 62,321 14,616 191,081 268,018 growth in ROIC. The average share price at other management personnel received a cash
Granted 74,877 - - 74,877 transfer was DKK 748 (2017: DKK 616). The bonus equivalent to 120% of one year’s base
Forfeited/adjusted - -4,783 -33,648 -38,431 average contractual life at the end of 2018 was salary. Another 140 employees in this category
Exercised/settled - -810 -10,053 -10,863
1.7 years (2017: 0.8 years). received a cash bonus equivalent to 60% of one
31 December 2017 137,198 9,023 147,380 293,601
year’s base salary. The total bonus payment
Granted 66,286 88,919 556,614 711,819
Fund & grow performance shares amounted to DKK 250m. The executive
Forfeited/adjusted - -2,578 -91,361 -93,939
In 2018, the Fund & Grow performance share directors did not participate in the cash
Exercised/settled - -6,445 -98,972 -105,417
programme was set up to align the initiatives programme.
31 December 2018 203,484 88,919 513,661 806,064
driven by Group management in the growth
phase of our SAIL’22 strategy, which is aimed
Fund & Grow
Key information Regular performance
performance shares shares
2018 2017 2018
Performance shares disclosures
Regular Fund & Grow Funding the Journey
Assumptions DKK million 2018 2017 2018 2017 2018 2017
Expected volatility 20.7% 22% N/A Fair value at grant date 172 39 294 - - -
Risk-free interest rate 0.0% 0.0% 0.0% Cost of shares granted in the year 46 10 120 - - -
Expected dividend yield 2.2% 1.6% 2.2% Total cost of performance shares 42 19 120 - 8 8
Expected life of options, years 3.0 3.0 2.0 Cost not yet recognised 120 38 154 - - 8
Fair value at measurement date DKK 610-642 DKK 524 DKK 684 Fair value at 31 December 185 171 270 - 26 27
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 110
SECTION 7.4 DEFINED BENEFIT PLANS DKK 40m in 2018, equivalent to 0.7% of the had improved compared with the position in
RETIREMENT The defined benefit plans guarantee employees
a certain level of pension benefits for life based
gross obligation in the UK scheme. 2017. This was due to more favourable
financial conditions, in particular a rise in the
BENEFIT on seniority and the salary at the time of Although the introduction of guaranteed discount rate, which led to a total decrease in
OBLIGATIONS retirement. The Group assumes the risk
associated with future developments in interest
minimum pension benefits impacted the UK the net obligation of DKK -447m.
pensions negatively, the position at year-end
AND SIMILAR rates, inflation, mortality and disability etc.
OBLIGATIONS The majority of the obligations are funded,
with assets placed in independent pension Obligation, net
A number of the Group’s employees are 2018 2017
funds, mainly in Switzerland and the UK. In
covered by retirement benefit plans. The nature Present Fair value Present Fair value
some countries, primarily Germany, Sweden Obligation, Obligation,
of the retirement benefit plans varies value of of plan value of of plan
and China, the obligation is unfunded. For DKK million obligation assets net obligation assets net
depending on labour market conditions in the
these unfunded plans, the retirement benefit Obligation at 1 January 13,069 9,718 3,351 14,813 9,935 4,878
individual countries. Benefits are generally
obligations amounted to DKK 1,873m (2017:
based on wages and salaries and length of
DKK 1,820m) or 15% (2017: 14%) of the gross Recognised in the income
employment. statement
obligation.
Current service cost 194 - 194 253 - 253
Retirement benefit obligations cover both Past service cost 9 - 9 -38 - -38
In 2018, the Group’s defined benefit plans
present and future retirees’ entitlement to Net interest on the net defined
decreased by DKK 443m compared with 2017. benefit obligation (asset) 232 155 77 250 152 98
retirement benefits.
The net obligation was impacted by a decrease Curtailments and settlements - - - 4 - 4
Group pays fixed contributions into a separate which had a combined impact of around DKK Gain/loss from changes in
-500m. demographic assumptions -203 - -203 -330 1 -331
independent company. The Group’s legal or Gain/loss from changes in financial
constructive obligation is limited to the assumptions -561 -312 -249 -377 558 -935
contributions. On 26 October 2018, the UK High Court ruled Asset ceiling - -60 -60 - - -
that a practice that allowed pension savings for Total -764 -372 -392 -707 559 -1,266
58% (2017: 56%) of the Group’s retirement men and women to rise at different rates was
benefit costs relates to defined contribution discriminatory. The High Court ordered this Other changes
plans. In 2018, the expense recognised in practice to be ended and the historical Contributions to plans - 215 -215 - 209 -209
relation to these contributions was DKK 286m inequality to be put right. The High Court Benefits paid -633 -522 -111 -692 -570 -122
(2017: DKK 275m). Judgment concluded that trustees are under a Acquisition and disposal of entities,
duty to amend pension schemes to the effect net 3 - 3 -3 - -3
Transfers 7 - 7 -17 1 -18
that the guaranteed minimum pension benefits
Foreign exchange adjustments etc. 122 137 -15 -794 -568 -226
are equal for men and women. The ruling has
Obligation at 31 December 12,239 9,331 2,908 13,069 9,718 3,351
increased the pension obligation in the UK by
The total return on plan assets for the year amounted to DKK -157m (2017: DKK 711m).
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 112
Assumptions applied
SECTION 7.4 (CONTINUED) Breakdown of plan assets
In 2018, the discount rate used for the defined
RETIREMENT benefit plans in Western Europe was
DKK
2018
DKK
2017
income for 2018 was DKK 392m (2017: DKK Growth in wages and salaries 1.0% 2.4% 0.0-2.7% 2.0-10.0% 2.1%
SECTION 7.4 (CONTINUED) ACCOUNTING Interest on retirement benefit obligations and the
POLICIES interest on return on plan assets are recognised as
RETIREMENT Contributions paid to a defined contribution plan are
financial income or financial expenses.
OTHER DISCLOSURE
REQUIREMENTS
5,359m
SECTION 8.1 Earnings per share
35.2
Average number of shares 152,557 152,557
Average number of treasury shares -129 -61
As a result, diluted earnings per share did not
Average number of shares outstanding 152,428 152,496
exclude any share-based incentive instruments Average dilutive effect of share-based incentives 683 360
Earnings per share, adjusted for special
that could potentially dilute earnings in the Diluted average number of shares outstanding 153,111 152,856
items after tax (DKK).
future.
DKK million
Consolidated profit 6,133 2,065
Non-controlling interests -824 -806
Profit attributable to shareholders in Carlsberg A/S (net profit) 5,309 1,259
Special items after tax 50 3,666
Profit attributable to shareholders in Carlsberg A/S, adjusted 5,359 4,925
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 115
SECTION 8.2 thousand, and the lease terms are on market It is estimated that the benefit for the Carlsberg SECTION 8.3
RELATED PARTIES conditions. Group corresponds to the value of the services FEES TO AUDITORS
provided to the Carlsberg Foundation, which in
RELATED PARTIES EXERCISING CONTROL The Carlsberg Science to Business forum is turn corresponds to what each party would
Fees to auditors appointed by
The Carlsberg Foundation, H.C. Andersens organised by the Carlsberg Foundation and the have had to pay to have the same deliverables the Annual General Meeting
Boulevard 35, 1553 Copenhagen V, Denmark, Group. The Carlsberg Foundation pays for provided by external parties.
exercises control over Carlsberg A/S. The presenters’ costs, which amount to DKK 150- DKK million 2018 2017
200 thousand. The Group contributes the OTHER RELATED PARTIES Statutory audit 18 19
Foundation holds 30.3% of the shares and
meeting room and approximately 30 working Related parties also comprise Carlsberg A/S’ Assurance engagements 2 1
75.4% of the voting power in Carlsberg A/S,
hours. Supervisory Board and Executive Board, their Tax advisory 1 -
excluding treasury shares.
close family members and companies in which Other services 2 5
Carlsberg A/S held the Annual General these persons have significant influence. Total 23 25
The following transactions took place between
the Carlsberg Foundation and the Carlsberg Meeting at Ny Carlsberg Glyptotek at a cost of
DKK 65 thousand. During the year, there were no transactions
Group in 2018:
between these parties and the Group, except Fees for services other than the statutory audit
Ny Carlsberg Glyptotek has received event for remuneration as disclosed in section 7. of the financial statements provided by
The Carlsberg Foundation received a dividend
products free of charge from the Group as part PricewaterhouseCoopers Statsautoriseret
of DKK 16.00 per share from Carlsberg A/S,
of the sponsorship of certain events. The In 2018, the Group had no significant Revisionspartnerselskab amounted to DKK 3m
the same as every other shareholder. The
accumulated value of the products is DKK 61 transactions with its associates and joint (2017: DKK 6m), including services relating to
dividend received amounted to DKK 740m.
thousand. ventures. information security, best practice for internal
controls, tax advice and other assurance
Funding and grants received for research and
The Group’s delivery of beer and soft drinks to The income statement and the statement opinions and agreed-upon procedures, as well
development activities from the Carlsberg
the Carlsberg Foundation is charged at of financial position include the following as accounting advice.
Foundation amounted to DKK 38m (2017:
ordinary listing price minus a discount. In 2018, transactions
DKK 43m). Of the total grants, DKK 26m
(2017: DKK 17m) was deferred to be used for the deliveries amounted to a value of DKK 277
DKK million 2018 2017 SECTION 8.4
research projects in the future. The grants thousand (total sales of goods) (2017: DKK
related to the operation of the Carlsberg 227 thousand).
Associates and joint ventures EVENTS AFTER THE
Research Laboratory.
In accordance with the Tuborg Foundation’s
Net revenue
Cost of sales
62
-622
59
-609
REPORTING PERIOD
Carlsberg Breweries A/S leases storage rights as a partner of Unleash (a non-profit Loans 333 290
organisation working to promote young Receivables 104 239
Apart from the events recognised or disclosed
facilities in the Researcher Apartments. The
people’s understanding of and contribution to Borrowings -7 -22 in the consolidated financial statements, no
annual lease, DKK 177 thousand, and the
the UN Sustainable Development Goals), five Trade payables and other events have occurred after the reporting period
lease terms are on market conditions.
seats for an Unleash event were given to liabilities -15 -4 of importance to the consolidated financial
employees in Carlsberg Breweries. The total statements.
Carlsberg A/S leases parking spaces from the
Carlsberg Foundation to provide parking for value of the seats is DKK 135 thousand.
employees at the Research Centre and Visit
Carlsberg. The annual lease, DKK 175
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 116
SECTION 9
BASIS FOR
PREPARATION
Changes in
SECTION 9.1 SECTION 9.2 diversity etc., are also presented in the financial
SIGNIFICANT GENERAL statements.
2018 ACCOUNTING
ESTIMATES AND
ACCOUNTING
POLICIES
BASIS OF CONSOLIDATION
The consolidated financial statements are
prepared as a consolidation of the financial
CLASSIFICATION OF
JUDGEMENTS The Group’s 2018 consolidated financial
statements of the Parent Company, Carlsberg
A/S, and its subsidiaries according to the
REVENUE In preparation of the consolidated financial
statements have been prepared in accordance
Group’s accounting policies.
with IFRS as adopted by the EU and further
Adoption of the new IFRS revenue standard statements, management makes various
requirements in the Danish Financial
changed the classification of certain accounting estimates and judgements that Entities over which the Group exercises
Statements Act.
marketing activities from trade marketing form the basis of presentation, recognition and significant influence, but which it does not
to discounts. These are recognised as measurement of the Group’s assets, liabilities, control, are considered associates. Significant
The consolidated financial statements are
revenue as of 1 January 2018. income and expenses. The estimates and influence is generally obtained by direct or
presented in Danish kroner (DKK), which is the
judgements made are based on historical indirect ownership or control of less than 50%
Parent Company’s functional currency, and all
experience and other factors that management of the voting rights or participation in the
values are rounded to the nearest DKK million,
IMPAIRMENT OF assesses to be reliable, but that, by nature, are
except when otherwise stated.
management of the company. The assessment
FINANCIAL ASSETS associated with uncertainty and unpredictability of whether Carlsberg A/S exercises control or
and may therefore prove incomplete or significant influence includes potential voting
Adoption of the new IFRS financial The accounting policies set out below have
incorrect. rights exercisable at the reporting date. Entities
instruments standard introduces a new been used consistently in respect of the
that by agreement are managed jointly with
impairment model based on expected credit financial year and the comparative figures.
Areas involving significant estimates and judgements: one or more other parties are considered joint
losses as of 1 January 2018.
ventures.
Impairment testing, useful life and residual value Section 2 DEFINING MATERIALITY
Restructurings, provisions and contingencies Section 3 Significant items are presented individually in
the financial statements as required by IAS 1. On consolidation, intra-group income and
Receivables Section 1
Other items that may not be significant but are expenses, shareholdings, balances and
Deferred tax assets Section 6 considered relevant to stakeholders and an dividends, and realised and unrealised gains are
understanding of the Group’s business model, eliminated. Unrealised gains on transactions
Defined benefit obligations Section 7
including research, real estate, geographical with associates and joint ventures are
Acquisitions and disposals, including contingent Section 5
considerations
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 117
SECTION 9.2 (CONTINUED) than the functional currency are considered of the proportionate share of associates and CASH FLOW
GENERAL transactions denominated in foreign currencies. joint ventures are likewise recognised in other Cash flow is calculated using the indirect
method and is based on operating profit before
comprehensive income.
ACCOUNTING On initial recognition, transactions special items adjusted for depreciation,
POLICIES denominated in foreign currencies are Foreign exchange adjustment of balances with amortisation and impairment losses.
Cash flow cannot be derived directly from the
translated to the functional currency at the foreign entities that are considered part of the
exchange rates at the transaction date. Foreign investment in the entity is recognised in other statement of financial position and income
eliminated in proportion to the Group’s
exchange differences arising between the comprehensive income. Correspondingly, statement.
ownership share of the entity. Unrealised losses
are eliminated in the same way as unrealised exchange rates at the transaction date and at foreign exchange gains and losses on the part
FINANCIAL RATIOS AND NON-IFRS
gains to the extent that impairment has not the date of payment are recognised as financial of loans and derivative financial instruments
FINANCIAL MEASURES
taken place. income or expenses. that is designated as hedges of investments in The Group uses certain additional financial
foreign entities, and that effectively hedges measures to provide management, investors
On acquisition, investments in subsidiaries are Receivables, payables and other monetary against corresponding foreign exchange gains and investment analysts with additional
eliminated against the proportionate share of items denominated in foreign currencies are and losses on the investment in the entity, are measures to evaluate and analyse the
the subsidiaries’ fair value of identifiable net translated at the exchange rates at the also recognised in other comprehensive income Company’s results. These non-IFRS financial
assets, including recognised contingent reporting date. The difference between the and attributed to a separate translation reserve measures are defined and calculated by the
liabilities. exchange rates at the reporting date and at the in equity. Group, and therefore may not be comparable
date at which the receivable or payable arose with other companies’ measures.
The accounting items of subsidiaries are or the exchange rate in the latest consolidated On complete or partial disposal of a foreign
included in full in the consolidated financial financial statements is recognised as financial entity or on repayment of balances that The non-IFRS financial measures disclosed in
statements. Non-controlling interests’ share of income or expenses. constitute part of the net investment in the the Annual Report are:
subsidiaries’ profit/loss for the year and of foreign entity, the share of the cumulative
equity are included in the Group’s profit/loss On recognition in the consolidated financial amount of the exchange differences recognised • Earnings per share and payout ratio, adjusted
and equity, but are disclosed separately. statements of entities with a functional in other comprehensive income relating to that • Organic development
Entities acquired or established in the year are currency other than the presentation currency foreign entity is recognised in the income
recognised in the consolidated financial (DKK), the income statement and statement of statement when the gain or loss on disposal is The Danish Finance Society does not
statements from the date of acquisition or cash flows are translated at the exchange rates recognised. acknowledge use of special items and states
formation. Entities disposed of or discontinued at the transaction date, and the statement of that adjustments of tax should be based on the
financial position items are translated at the INCOME STATEMENT
are recognised in the consolidated income marginal tax rate. When calculating financial
exchange rates at the reporting date. Foreign The presentation of the Group’s income
statement until the date of disposal or measures, the Group uses operating profit
exchange differences arising on translation of statement is based on the internal reporting
discontinuation. The comparative figures are before special items as well as the effective tax
the opening balance of equity of foreign structure, as IFRS does not provide a specific
not restated. rate for measures adjusted for tax.
entities at the exchange rates at the reporting disclosure requirement.
FOREIGN CURRENCY TRANSLATION date, and on translation of the income Other financial ratios are calculated in
A functional currency is determined for each of statement from the transaction date to the Special items are not directly attributable to
accordance with the Danish Finance Society’s
the reporting entities in the Group. The reporting date, are recognised in other ordinary operating activities and are shown
online guidelines on the calculation of financial
functional currency is the primary currency comprehensive income and attributed to a separately in order to facilitate a better
ratios, “Recommendations and Financial
used for the reporting entity’s operations. separate translation reserve in equity. Foreign understanding of the Group’s financial
Ratios”, unless specifically stated.
Transactions denominated in currencies other exchange differences arising on the translation performance.
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 118
GENERAL
ACCOUNTING
POLICIES
Calculation of key figures and financial ratios disclosed in the Annual Report
Cash flow from operating activities per Cash flow from operating activities1 divided by the number of shares Number of shares, average Number of issued shares, excluding treasury shares, as an average for the
share (CFPS) outstanding, fully diluted for share options and performance shares in the year (= average number of shares outstanding).
money in accordance with IAS 332.
Number of shares, year-end Total number of issued shares, excluding treasury shares, at year-end
Debt/operating profit before Net interest-bearing debt4 divided by operating profit before special items (= number of shares outstanding at year-end).
depreciation, amortisation and adjusted for depreciation, amortisation and impairment losses.
impairment losses3 (NIBD/EBITDA) Operating margin3 Operating profit before special items as a percentage of net revenue.
Earnings per share (EPS) Consolidated profit for the year, excluding non-controlling interests, Operating profit3 Expression used for operating profit before special items.
divided by the average number of shares outstanding in accordance with
IAS 33. Organic development5 Measure of growth excluding the impact of acquisitions, divestments and
foreign exchange from year-on-year comparisons.
Earnings per share, adjusted (EPS-A)5 Consolidated profit for the year adjusted for special items after tax,
excluding non-controlling interests, divided by the average number of Payout ratio Dividend for the year as a percentage of consolidated profit, excluding non-
shares outstanding. controlling interests.
Earnings per share, Consolidated profit for the year, excluding non-controlling interests, Payout ratio, adjusted5 Dividend for the year as a percentage of consolidated profit, adjusted for
diluted (EPS-D) divided by the average number of shares outstanding, fully diluted for special items after tax, excluding non-controlling interests.
share options and performance shares in the money in accordance with
Return on invested capital including Operating profit before special items adjusted for tax as a percentage of
IAS 332.
goodwill (ROIC)3 average invested capital6 calculated as a 12-month rolling average, (MAT).
Effective tax rate Income tax as a percentage of profit before tax.
Return on invested capital excluding Operating profit before special items adjusted for tax as a percentage of
Equity ratio Equity attributable to shareholders in Carlsberg A/S at year-end as a goodwill (ROIC excl. goodwill)3 average invested capital excluding goodwill6 calculated as a 12-month
percentage of total assets at year-end. rolling average, (MAT).
Financial gearing Net interest-bearing debt4 at year-end divided by total equity at year- Volumes5 The Group’s sale of beverages in consolidated entities and sale of the
end. Group’s products under licence agreements.
Free cash flow per share (FCFPS) Free cash flow1 divided by the average number of shares outstanding, 1 The calculation of cash flow from operating activities and free cash flow is specified in the statement of cash flows.
fully diluted for share options and performance shares in the money in 2 The dilutive effect is calculated as the difference between the number of shares that could be acquired at fair value for
accordance with IAS 332. the proceeds from exercise of the share options and performance shares, and the number of shares that could be issued
assuming these are exercised.
Gross margin Gross profit as a percentage of net revenue. 3 The calculation is based on operating profit before special items, whereas the Danish Finance Society defines the ratio
SECTION 9.3 without adjusting the opening balance at 1 OTHER CHANGES 9.3.2 NEW AND AMENDED IFRS STANDARDS
AND INTERPRETATIONS NOT YET
CHANGES IN January 2018. Apart from the implementation of IFRS 15, the
implemented Standards, Improvements, APPLICABLE WITHIN THE EU
ACCOUNTING The new IFRS 9 hedging rules have primarily Amendments and Interpretations had no The following new or amended IFRS Standards
and Interpretations of relevance to the Group
POLICIES had an impact on the effectiveness of impact on the Group’s accounting policies, as
they cover areas that are not material and/or became effective as of 1 January 2019:
aluminium hedges. The ineffective portion at
the end of 2017 related to aluminium hedges. relevant to the Group.
9.3.1 CHANGED ACCOUNTING POLICIES
• IFRS 16 “Leases”.
AND CLASSIFICATION IN THE ANNUAL Following the adoption of IFRS 9, there was no
REPORT 2018 Furthermore, as of 1 January 2018, the Group • Annual Improvements to IFRS Standards
ineffectiveness. The change in accounting
The Annual Report has been prepared using the changed: 2015-2017 Cycle.
policy did not have a material impact on other
same accounting policies for recognition and • Amendments to IFRS 9 “Prepayment
comprehensive income or the income
measurement as those applied to the • The definition of volume to include only the Features with Negative Compensation”.
statement.
consolidated financial statements for 2017, Group’s sales of beverages in consolidated • Amendments to IAS 19 “Plan Amendment,
except for the following new IFRS Standards, IFRS 15 “REVENUE FROM CONTRACTS WITH entities. Curtailment or Settlement”.
Improvements, Amendments and CUSTOMERS” • Amendments to IAS 28 “Long-term Interests
Interpretations that were adopted as of 1 The Group has implemented IFRS 15 using the • The classification of certain costs in the in Associates and Joint Ventures”.
January 2018: fully retrospective approach. The central supply chain and IT functions from • IFRIC Interpretation 23 “Uncertainty over
implementation has impacted the Group’s administrative expenses to the functions they Income Tax Treatments”.
• IFRS 9 “Financial Instruments” financials and revenue stream, as the standard support, primarily production, logistics and
• IFRS 15 “Revenue from Contracts with requires certain payments to customers, such sales. The impact of these changes is described in
Customers”, including clarifications and as those supporting marketing activities and section 9.3.3.
amendments to IFRS 15 listing fees, to be deducted from revenue. The effect of changes in the accounting policies
• Annual Improvements to IFRS Standards Previously, these activities were recognised as and the classifications for 2017 is disclosed in The Annual Improvements to IFRS Standards
2014-2016 Cycle marketing expenses. For the Group, the the consolidated financial statements for 2017, 2015-2017 Cycle and amendments to IAS 19
• IFRIC Interpretation 22 “Foreign Currency implementation of IFRS 15 was material to the sections 9.3 and 9.5. and IAS 28 are expected to be adopted by the
Transactions and Advance Consideration” consolidated financial statements. However, EU in early 2019. The Group will adopt these
• Amendments to IFRS 2 “Classification and the implementation resulted only in changes in Improvements and Amendments when they
Measurement of Share-based Payment the classification between revenue and become mandatory.
Transactions” marketing expenses, and did not impact
operating profit before special items or the
IFRS 9 “FINANCIAL INSTRUMENTS” consolidated profit, nor did it have an impact
The Group has implemented the new on the timing of revenue recognition.
classifications and hedging and impairment
rules under IFRS 9. The impact of The comparative figures have been restated as
reclassifications and the calculation of expected disclosed in the consolidated financial
credit losses arising from these are not material statements for 2017. The impact in 2017 was
to the consolidated financial statements, and a reduction of net revenue of DKK 1.2bn.
the standard has thus been implemented
CARLSBERG GROUP ANNUAL REPORT 2018 CONSOLIDATED FINANCIAL STATEMENTS 120
SECTION 9.3 (CONTINUED) The identified right-of-use assets are expected SECTION 9.4
SECTION 10
GROUP
COMPANIES
This section lists the subsidiaries, associates and joint ventures in the Group. Parent direct
ownership shows the legal ownership held by the immediate holding company in the Group. Cross
holdings held by fully owned companies in the Group are aggregated. Consolidated ownership
shows the share of the result of the entity that is attributed to the shareholders of Carlsberg A/S in
the consolidated financial statements.
Parent
Number of direct Consolidated
Market Reference subsidiaries ownership ownership
Parent
Carlsberg Breweries A/S Denmark 5 100% 100% Number of direct Consolidated
Western Europe Market Reference subsidiaries ownership ownership
Western Europe Carlsberg Deutschland GmbH Germany 5 100% 100%
Carlsberg Danmark A/S Denmark 100% 100% Duckstein GmbH Germany 100% 100%
Carlsberg Supply Company Danmark A/S Denmark 100% 100% Holzmarkt Beteiligungsgesellschaft mbH Germany 100% 100%
Carlsberg Sweden Holding 2 AB Sweden 100% 100% Holsten-Brauerei AG Germany 100% 100%
Carlsberg Sverige AB Sweden 100% 100% Carlsberg Supply Company Deutschland GmbH Germany 100% 100%
Carlsberg Supply Company Sverige AB Sweden 100% 100% Carlsberg Deutschland Logistik GmbH Germany 100% 100%
Ringnes Norge AS Norway 1 100% 100% Carlsberg Polska Sp. z o.o. Poland 100% 100%
Ringnes AS Norway 100% 100% Carlsberg Supply Company Polska SA Poland 100% 100%
Ringnes Brygghus AS Norway 100% 100% Saku Ölletehase AS Estonia 100% 100%
Ringnes Supply Company AS Norway 100% 100% Aldaris JSC Latvia 100% 100%
Ringnes Farris Eiendom AS Norway 100% 100% Svyturys-Utenos Alus UAB Lithuania 99% 99%
Ringnes Imsdal Eiendom AS Norway 100% 100% Carlsberg UK Holdings Limited UK 1 100% 100%
Ringnes Bodø Eiendom AS Norway 100% 100% Carlsberg UK Limited UK 3 100% 100%
Ringnes EC Dahls Eiendom AS Norway 100% 100% Carlsberg Supply Company UK Limited UK 100% 100%
Ringnes Administrasjon Eiendom AS Norway 100% 100% LF Brewery Holdings Limited UK 4 100% 100%
Ringnes Gjelleråsen Eiendom AS Norway 100% 100% Emeraude S.A.S. France 9 100% 100%
Solo AS Norway 91% 91% Kronenbourg S.A.S. France 100% 100%
Oy Sinebrychoff Ab Finland 100% 100% Kronenbourg Supply Company S.A.S. France 100% 100%
Sinebrychoff Supply Company Oy Finland 100% 100% Kronenbourg Breweries Canada Inc. Canada 100% 100%
Carlsberg Deutschland Holding GmbH Germany 100% 100% Association Fondation D'Entreprise Brasseries
Holzmarkt Brewing Company GmbH Germany 100% 100% Kronenbourg France 100% 100%
Tuborg Deutschland GmbH Germany 100% 100% S.A.S. Onyx France 100% 100%
CARLSBERG GROUP ANNUAL REPORT 2018 122
Parent Parent
Number of direct Consolidated Number of direct Consolidated
Western Europe Market Reference subsidiaries ownership ownership Asia Market Reference subsidiaries ownership ownership
Feldschlösschen Getränke Holding AG Switzerland 1 100% 100% Chongqing Brewery Co., Ltd China A 60% 60%
Feldschlösschen Getränke AG Switzerland 100% 100% Chongqing Jianiang Brewery Ltd China B 5 51% 79%
Schlossgarten Gastronomie AG Switzerland 100% 100% Carlsberg Beer Enterprise Management
SB Swiss Beverage AG Switzerland 100% 100% (Chongqing) Company Limited China 100% 100%
Feldschlösschen Supply Company AG Switzerland 100% 100% Carlsberg Brewery (Anhui) Company Ltd China 75% 75%
Carlsberg Supply Company AG Switzerland 100% 100% Carlsberg Tianmuhu Brewery (Jiangsu)
Carlsberg Italia S.p.A. Italy 100% 100% Company Ltd China 100% 100%
Carlsberg Horeca Srl Italy 100% 100% Carlsberg Brewery Malaysia Berhad Malaysia A 51% 51%
T&C Italia Srl Italy 100% 100% Carlsberg Marketing Sdn BHD Malaysia 100% 51%
Olympic Brewery SA Greece 100% 100% Euro Distributors Sdn BHD Malaysia 100% 51%
Hellenic Beverage Company SA Greece 100% 100% Carlsberg Singapore Pte Ltd Singapore 100% 51%
Carlsberg Serbia Ltd Serbia 100% 100% Maybev Pte Ltd Singapore C 51% 26%
Carlsberg BH d.o.o. Bosnia- 100% 100% Carlsberg South Asia Pte Ltd Singapore D 67% 100%
Herzegovina
South Asian Breweries Pte. Ltd Singapore D 100% 100%
Carlsberg Montenegro d.o.o. Montenegro 100% 100%
Carlsberg India Pvt. Ltd India D 100% 100%
Carlsberg Croatia d.o.o. Croatia 100% 100%
Gorkha Brewery Pvt. Ltd Nepal D 90% 90%
Carlsberg Bulgaria AD Bulgaria 100% 100%
G.B. Marketing Pvt Ltd Nepal D 90% 90%
B to B Distribution EOOD Bulgaria 100% 100%
Carlsberg Vietnam Trading Co. Ltd Vietnam 100% 100%
Carlsberg Hungary Kft. Hungary 100% 100%
Carlsberg Vietnam Breweries Ltd Vietnam 100% 100%
Zatecky Pivovar spol. S.r.o. Czech 100% 100%
Republic Lao Brewery Co. Ltd Laos 61% 61%
CTDD Beer Imports Ltd Canada 100% 100% Paduak Holding Pte. Ltd Singapore 100% 100%
Carlsberg Canada Inc. Canada 100% 100% Caretech Limited Hong Kong E, F 1 75% 100%
Carlsberg USA Inc. USA 100% 100% Cambrew Limited Cambodia 2 100% 100%
Cambrew Properties Ltd Cambodia 99% 99%
Parent Angkor Beverage Co Ltd Cambodia 100% 100%
Number of direct Consolidated CB Distribution Co., Ltd Thailand 100% 100%
Asia Market Reference subsidiaries ownership ownership
Brewery Invest Pte Ltd Singapore 100% 100%
Carlsberg Supply Company Asia Ltd Hong Kong 100% 100%
Carlsberg Asia Pte Ltd Singapore 100% 100%
Carlsberg Brewery Hong Kong Ltd Hong Kong 100% 100%
KS Holding 1 Pte Ltd Singapore 100% 100%
Carlsberg Hong Kong Ltd Hong Kong 100% 100%
Carlsberg Procurement (Shenzhen) A Listed company.
Company Ltd China 100% 100% B Chongqing Jianiang Brewery Ltd is owned by Chongqing Brewery Co., Ltd (51%) and Carlsberg Brewery Hong Kong
Carlsberg Brewery (Guangdong) Ltd China 99% 99% Ltd (49%), resulting in a consolidated ownership of 79%.
Kunming Huashi Brewery Company Limited China 100% 100% C Maybev Pte Ltd is owned by Carlsberg Singapore Pte Ltd (51%), which is owned by Carlsberg Brewery Malaysia
Berhad (51%), resulting in a consolidated ownership of 26%.
Xinjiang Wusu Breweries Co., Ltd China 4 100% 100%
D The Group owns 67% of Carlsberg South Asia Pte Ltd, which is the holding company of South Asian Breweries Pte.
Ningxia Xixia Jianiang Brewery Limited China 70% 70%
Ltd, Carlsberg India Pvt. Ltd and Gorkha Brewery Pvt. Ltd (Nepal). The consolidation percentage of Carlsberg South
Guangzhou Carlsberg Consultancy and Asia Pte Ltd is 100% due to a written put option.
Management Services Co Ltd China 100% 100%
E Company not audited by PwC.
Carlsberg (China) Breweries and Trading
F Consolidation percentage is higher than the ownership share due to written put options.
Company Limited China 100% 100%
CARLSBERG GROUP ANNUAL REPORT 2018 123
Parent Parent
Number of direct Consolidated Number of direct Consolidated
Eastern Europe Market Reference subsidiaries ownership ownership Associates and joint ventures Market Reference subsidiaries ownership ownership
Carlsberg EE LLC Russia 100% 100% Carlsberg Byen P/S Denmark E 7 25% 25%
Baltika Breweries LLC Russia G 3 100% 100% Sicera AG Switzerland I 3 65% 65%
Carlsberg Azerbaijan LLC Azerbaijan 100% 100% Nya Carnegiebryggeriet AB Sweden 98% 63%
Baku Piva JSC Azerbaijan 91% 91% E. C. Dahls Bryggeri AS Norway 100% 65%
PJSC Carlsberg Ukraine Ukraine 2 99% 99% HK Yau Limited Hong Kong 100% 65%
OJSC Brewery Alivaria Belarus F 78% 89%
UAB "Svyturys Brewery" Lithuania 100% 65%
Carlsberg Kazakhstan Ltd Kazakhstan 1 100% 100%
London Fields Brewery Opco Ltd UK 100% 65%
Baltic Beverages Invest AB Sweden 100% 100%
Sinergie Proattive Srl Italy 50% 50%
Baltic Beverages Holding AB Sweden 1 100% 100%
Viacer S.G.P.S., Lda Portugal J 29% 29%
G Baltika Breweries is owned by Carlsberg Sverige AB. Super Bock Group, S.G.P.S., S.A. Portugal 16 60% 60%
Parent Nuuk Imeq A/S Greenland E 32% 32%
Number of direct Consolidated
Not allocated Market Reference subsidiaries ownership ownership Chongqing Jiawei Beer Co. Ltd China 33% 26%
Tibet Lhasa Brewery Company Limited China 50% 50%
Carlsberg Finans A/S Denmark 100% 100%
Lanzhou Huanghe Jianiang Brewery Company
Carlsberg International A/S Denmark 100% 100%
Limited China 50% 50%
Carlsberg Invest A/S Denmark 100% 100%
Qinghai Huanghe Jianiang Brewery Company Ltd China 50% 50%
Carlsberg Global Business Services A/S Denmark 100% 100%
Jiuquan West Brewery Company Limited China 50% 50%
Carlsberg Insurance A/S Denmark 100% 100%
Tianshui Huanghe Jianiang Brewery Company Ltd China 50% 50%
Investeringsaktieselskabet af 02.12.2005 Denmark 100% 100%
Lion Brewery (Ceylon) PLC Sri Lanka A, E, K 25% 13%
Carlsberg Shared Services Sp. z o.o. Poland 100% 100%
Hanoi Beer Alcohol and Beverage Joint Stock
Corporation Vietnam E 17% 17%
Parent Carlsberg Distributors Taiwan Limited Taiwan 1 50% 50%
Number of direct Consolidated NCC Crowns Private Limited India 33% 33%
Non-beverage Market Reference subsidiaries ownership ownership
Bottlers Nepal Limited Nepal 1 22% 20%
Ejendomsaktieselskabet Tuborg Nord C Denmark 100% 100% Myanmar Carlsberg Co. Ltd Myanmar E 1 51% 51%
Ejendomsaktieselskabet af 4. marts 1982 Denmark 100% 100%
I Sicera AG is legally owned 65% by the Group but recognised as a joint venture, as the shareholders’ agreement
Carlsberg Ejendomme Holding A/S Denmark 100% 100%
stipulates joint control by the shareholders of the company.
Boliginteressentskabet Tuborg Denmark H 100% 100% J Viacer S.G.P.S (Viacer) is the controlling shareholder of Super Bock Group, S.G.P.S. (Super Bock) with a 56%
shareholding, with Carlsberg Breweries A/S owning the remaining 44%. In addition, Carlsberg Breweries A/S has a
H A separate annual report is not prepared.
direct ownership in Viacer of 29% without exercising control. Therefore, both Viacer and Super Bock are considered
associates of the Group. The Group's direct and indirect ownership of Super Bock totals 60%.
K Lion Brewery (Ceylon) PLC is owned by Carlsberg Brewery Malaysia Berhad (25%). Carlsberg owns 51% of Carlsberg
Brewery Malaysia Berhad, resulting in 13% of the result being attributed to the shareholders in Carlsberg A/S.
Parent Company financial statement
CARLSBERG GROUP ANNUAL REPORT 2018 PARENT COMPANY FINANCIAL STATEMENT 124
DKK million Section 2018 2017 DKK million Section 2018 2017
Administrative expenses -64 -75 Profit for the year 2,345 1,482
Other operating activities, net 4.1 -56 -48
Operating profit before special items -120 -123 Other comprehensive income
Special items 4.3 - 50 Retirement benefit obligations 3.2 -3 3
Financial income 2.1 2,448 1,530 Income tax 4.6 1 -1
Financial expenses 2.1 -12 -6 Items that will not be reclassified to the income statement -2 2
Profit before tax 2,316 1,451 Other comprehensive income -2 2
Income tax 4.6 29 31 Total comprehensive income 2,343 1,484
Profit for the year 2,345 1,482
Attributable to
Dividend to shareholders 2,746 2,441
Reserves -401 -959
Profit for the year 2,345 1,482
CARLSBERG GROUP ANNUAL REPORT 2018 PARENT COMPANY FINANCIAL STATEMENT 126
DKK million Section 31 Dec. 2018 31 Dec. 2017 DKK million Section 31 Dec. 2018 31 Dec. 2017
DKK million Section Shareholders in Carlsberg A/S DKK million Section 2018 2017
Retained Operating profit before special items -120 -123
2018 Share capital earnings Total equity Depreciation and amortisation 10 17
Equity at 1 January 3,051 41,908 44,959 Operating profit before depreciation and amortisation -110 -106
Profit for the year - 2,345 2,345 Other non-cash items 8 -12
Other comprehensive income - -2 -2 Change in working capital¹ 17 101
Total comprehensive income for the year - 2,343 2,343 Interest etc. received 6 3
Acquisition/disposal of treasury shares 2.3 - 44 44 Interest etc. paid -11 -6
Settlement of share-based payments 2.3 - -94 -94 Income tax paid 45 25
Share-based payments 3.1 - 14 14 Cash flow from operating activities -45 5
Share-based payments to employees in subsidiaries - 161 161 Acquisition of property, plant and equipment and intangible assets -11 -205
Dividends paid to shareholders 2.3 - -2,439 -2,439 Disposal of property, plant and equipment and intangible assets 5 -
Total changes in equity - 29 29 Total operational investments -6 -205
Equity at 31 December 3,051 41,937 44,988 Dividends from subsidiaries and joint ventures 1.2 2,441 1,526
Total financial investments 2,441 1,526
Other investments in property, plant and equipment -10 -
2017
Disposal of other property, plant and equipment - 25
Equity at 1 January 3,051 42,072 45,123
Total other activities² -10 25
Profit for the year - 1,482 1,482
Cash flow from investing activities 2,425 1,346
Other comprehensive income - 2 2
Free cash flow 2,380 1,351
Total comprehensive income for the year - 1,484 1,484
Shareholders in Carlsberg A/S 2.3 -2,489 -1,681
Acquisition/disposal of treasury shares 2.3 - -118 -118
External financing 109 330
Settlement of share-based payments 2.3 - -38 -38
Cash flow from financing activities -2,380 -1,351
Share-based payments 3.1 - 9 9
Net cash flow - -
Share-based payments to employees in subsidiaries - 24 24
Cash and cash equivalents at 1 January - -
Dividends paid to shareholders 2.3 - -1,525 -1,525
Cash and cash equivalents at 31 December - -
Total changes in equity - -164 -164
Equity at 31 December 3,051 41,908 44,959 1 Change in working capital consists of other receivables of DKK 7m (2017: DKK 16m), trade payables and other
liabilities of DKK 33m (2017: DKK 112m) and retirement benefit obligations and other provisions of DKK -23m (2017:
DKK -27m).
2 Other activities cover real estate activities.
CARLSBERG GROUP ANNUAL REPORT 2018 PARENT COMPANY FINANCIAL STATEMENT 128
SECTION 1
SUBSIDIARIES AND
RELATED PARTIES
SECTION 1.1 Impairment tests are conducted in the same way as 75.4% of the voting power in Carlsberg A/S, OTHER RELATED PARTIES
for goodwill in the Group, cf. section 2.2 in the
INVESTMENTS IN consolidated financial statements.
excluding treasury shares. Related parties also comprise Carlsberg A/S’
Supervisory Board and Executive Board, their
SUBSIDIARIES It is management’s assessment that no indications of The following transactions took place between close family members and companies in which
impairment existed at year-end 2018. Impairment the Carlsberg Foundation and the Carlsberg these persons have significant influence. During
The carrying amount includes goodwill of DKK tests have therefore not been carried out for the year, there were no transactions between
Group in 2018:
subsidiaries.
11,206m (2017: DKK 11,206m) on acquisition these parties and the Group, except for
of subsidiaries. Share-based payments to • The Carlsberg Foundation received a dividend remuneration as disclosed in section 3.
employees in subsidiaries comprise exercised as ACCOUNTING
POLICIES
from Carlsberg A/S.
well as outstanding share-based incentive • Funding and grants for research and No losses on loans to or receivables from
instruments. Dividends on investments in subsidiaries are subsidiaries or joint ventures were recognised or
development activities were received from the
recognised in the income statement of the Parent
Carlsberg Foundation. provided for in either 2018 or 2017.
Company in the financial year in which the dividend is
Investments in subsidiaries declared. • Carlsberg A/S leased parking spaces from the
Carlsberg Foundation. Transactions with subsidiaries
DKK million 2018 2017 Investments in subsidiaries are measured at the lower
• The Carlsberg Science to Business forum was
of cost and recoverable amount. DKK million 2018 2017
organised by the Carlsberg Foundation and
Cost Other operating
Share-based payments granted to employees of the the Group.
activities, net 25 10
Cost at 1 January 45,340 45,513 Company’s subsidiaries and the recharge of losses to • Carlsberg A/S held the Annual General Interest income 6 3
Capital injection 261 - the subsidiaries in connection with the employees’
Meeting at Ny Carlsberg Glyptotek. Interest expenses -8 -6
Share-based payments exercise of share-based awards are recognised as
to employees, net -363 -173 contributions to and reductions of the investment in Dividends received 2,441 1,526
Cost at 31 December 45,238 45,340 the subsidiaries respectively. The transactions are described in further detail Capital injection 261 -
Carrying amount at 31 in section 8.2 of the consolidated financial Loans 560 500
December 45,238 45,340 statements. Receivables 144 86
SECTION 1.2 Borrowings -1,647 -1,477
Please see section 10 in the consolidated financial
statements for a list of companies in the Carlsberg Group. RELATED PARTIES It is estimated that the benefit for the Carlsberg Trade payables -9 -13
CAPITAL STRUCTURE
SECTION 2.3 SHARE BUY-BACK AND TREASURY SHARES According to the authorisation of the Annual In the financial year, the Company acquired
SHARE CAPITAL During the 12-month period from 6 February
2019, the Group intends to buy back shares
General Meeting, the Supervisory Board may, class B treasury shares of a nominal amount of
in the period until 13 March 2023, allow the DKK 4m (2017: DKK 8m) at an average price
worth up to DKK 4.5bn. The share buy-back Company to acquire treasury shares up to a of DKK 740 (2017: DKK 706). Class B treasury
DIVIDENDS
programme will be split into two tranches of total holding of 10% of the nominal share shares are primarily acquired and disposed of
The proposed dividend of DKK 18.00 per share,
approximately six months each and will be capital at a price quoted on Nasdaq to facilitate settlement of the share-based
in total DKK 2,746m (2017: DKK 16.00 per
executed in accordance with Article 5 of Copenhagen at the time of acquisition with a incentive programmes. The Company holds no
share, in total DKK 2,441m), is included in
Regulation No 596/2014 of the European deviation of up to 10%. class A shares.
retained earnings at 31 December 2018.
Parliament and Council of 16 April 2014
(MAR) and the Commission Delegated The permitted holding of treasury shares covers At 31 December 2018, the fair value of
Dividends paid out in 2018 for 2017, net of
Regulation (EU) 2016/1052, also referred to those acquired in share buy-back programmes. treasury shares amounted to DKK 69m (2017:
dividends to treasury shares amount to DKK
as the Safe Harbour Regulation. The first DKK 124m). The holdings of treasury shares
2,439m (paid out in 2017 for 2016: DKK
tranche is a share buy-back programme worth are specified in section 4.3 in the consolidated
1,525m). Dividends paid out to shareholders of
up to DKK 2.5bn, with a maximum of 15 financial statements.
Carlsberg A/S do not impact taxable income in
million shares. The Company is entitled to
Carlsberg A/S.
suspend or stop the programme at any time.
Share capital
A shares carry 20 votes per DKK 20 share. B shares carry two votes per DKK 20 share. A preferential right to an 8%
non-cumulative dividend is attached to B shares. Apart from votes and dividends, all shares rank equally.
CARLSBERG GROUP ANNUAL REPORT 2018 PARENT COMPANY FINANCIAL STATEMENT 131
SECTION 3
In 2018, the Supervisory Board received total described in section 7.3 in the consolidated
financial statements. Refunds etc. between
The difference between the purchase price and the Total obligations amounted to DKK 34m
remuneration of DKK 9.35m (2017: DKK selling price for the exercise of share-based incentives
Carlsberg A/S and its subsidiaries are (2017: DKK 34m) and include actuarial losses
9.58m), comprising fixed salary only. is settled between Carlsberg A/S and the individual
recognised directly in equity. subsidiary and offset directly against investments in of DKK 3m (2017: DKK 3m gain) and benefits
subsidiaries. paid in the year of DKK 3m (2017: DKK 4m).
Staff costs and remuneration
The difference between the fair value of the Parent
Of the expected payment obligation, DKK 3m
Company’s equity instruments and the exercise price
DKK million 2018 2017 of outstanding share-based incentives is recognised is due within one year and DKK 17m after
Salaries and other remuneration 104 104 as a receivable and offset directly against investments more than five years from the reporting date.
Retirement benefit costs - defined contribution plans 5 5 in subsidiaries.
Share-based payments 40 30 The underlying actuarial assumptions are
Share-based incentives granted to the Parent
Total 149 139 Company’s own employees are recognised and based on local economic and labour market
measured in accordance with the accounting policies conditions. The discount rate was 0.5%, the
Staff costs are included in the following items in the income statement used by the Group. same as in 2017. The rate of increase in future
Administrative expenses 43 39 retirement obligations was 1% (2017: -2%).
Other operating activities, net 54 57
Total staff costs recognised by the Parent Company 97 96
During the year, DKK 0m (2017: DKK 0m) was
Staff costs recognised by other Group companies 52 43
recognised in the income statement, and DKK
Total 149 139
-3m (2017: DKK 3m) was recognised in other
The Company had an average of 80 (2017: 81) full-time employees during the year.
comprehensive income.
CARLSBERG GROUP ANNUAL REPORT 2018 PARENT COMPANY FINANCIAL STATEMENT 132
SECTION 4
OTHER DISCLOSURE
REQUIREMENTS
SECTION 4.1 SECTION 4.2 SECTION 4.4 SECTION 4.5
SECTION 4.6 The net changes in deferred tax assets of DKK Reconciliation of tax for the year ACCOUNTING
POLICIES
TAX 10m comprised tax recognised in total DKK million 2018 2017
Carlsberg A/S is the administration company and is
comprehensive income of DKK 29m (2017: Calculated tax on profit 510 319
subject to the Danish rules on mandatory joint
DKK 24m) and a joint taxation contribution of Adjustments to tax for prior
Deferred tax assets amounted to DKK 117m taxation of the Carlsberg Group’s Danish companies.
DKK -39m (2017: DKK -33m). years -4 -15 Carlsberg A/S accordingly pays all income taxes to
(2017: DKK 127m) and primarily comprised
Non-deductible expenses 2 5 the tax authorities under the joint taxation scheme.
tax on property, plant and equipment of DKK Tax-free dividend and tax-
Together with changes to tax for prior years,
41m (2017: DKK 41m), provisions and exempted items -537 -340 Danish subsidiaries are included in the joint taxation
the total tax for the year recognised in the
retirement benefit obligations of DKK 20m Tax for the year -29 -31 from the date when they are included in the
income statement comprised income of DKK consolidated financial statements and up to the date
(2017: DKK 20m) and tax losses etc. of DKK
-29m (2017: DKK -31m). Of the deferred tax when they are excluded from the consolidation. The
69m (2017: DKK 76m). The utilisation of tax jointly taxed Danish companies are taxed under the
assets, DKK 5m (2017: DKK 1m) is expected to
loss carryforwards depends on future positive ACCOUNTING ESTIMATES on-account tax scheme.
be used within one year. All tax assets have AND JUDGEMENTS
taxable income exceeding the realised deferred
been recognised. On payment of joint taxation contributions, the
tax liabilities. Deferred tax liabilities amounted Carlsberg A/S recognises deferred tax assets, current Danish income tax is allocated between the
to DKK 13m (2017: DKK 10m) and were offset including the tax base of tax loss carryforwards, if Danish jointly taxed companies in proportion to their
The administration company, Carlsberg A/S, management assesses that these tax assets can be
against the deferred tax asset. taxable income. Companies with tax losses receive
has unlimited and joint legal responsibility with offset against positive taxable income in the joint taxation contributions from other companies
the other companies under the joint taxation foreseeable future. This judgement is made annually that have used the tax losses to reduce their own
and based on budgets and business plans for the taxable profit (full absorption).
scheme for withholding taxes on dividends,
coming years.
interest and royalties.
Tax on profit/loss for the year comprises profit/loss
from real estate partnerships (joint ventures), as these
are not individually taxed but included in the taxable
income of the partners. In addition, tax on profit/loss
and deferred tax are calculated and recognised as
described in section 6 in the consolidated financial
statements.
SECTION 5
GENERAL
ACCOUNTING
POLICIES
SECTION 4.7 SECTION 4.8 The 2018 financial statements of Carlsberg SIGNIFICANT ACCOUNTING ESTIMATES
AND JUDGEMENTS
CONTINGENT EVENTS AFTER THE A/S have been prepared in accordance with
In preparing Carlsberg A/S’ financial
International Financial Reporting Standards
LIABILITIES REPORTING PERIOD (IFRS) as adopted by the EU and further statements, management makes various
REPORTS
MANAGEMENT STATEMENT
The Supervisory Board and the Executive Further, in our opinion the Management review Executive Board of Carlsberg A/S
Board have today discussed and approved the includes a fair review of the development in the
Annual Report of the Carlsberg Group and the Carlsberg Group’s and the Parent Company’s
Parent Company for 2018. operations and financial matters, of the result Cees 't Hart Heine Dalsgaard
for the year, and of the Carlsberg Group’s and President & CEO CFO
The Annual Report has been prepared in the Parent Company’s financial position as well
accordance with International Financial as describing the significant risks and
Reporting Standards as adopted by the EU and uncertainties affecting the Carlsberg Group and Supervisory Board of Carlsberg A/S
further requirements in the Danish Financial the Parent Company.
Statements Act. Flemming Besenbacher Lars Rebien Sørensen
We recommend that the Annual General Chairman Deputy Chairman
In our opinion, the consolidated financial Meeting approve the Annual Report.
statements and the Parent Company’s financial
statements give a true and fair view of the Copenhagen, 6 February 2019 Hans Andersen Carl Bache
Carlsberg Group’s and the Parent Company’s
assets, liabilities and financial position at
31 December 2018 and of the results of the Richard Burrows Donna Cordner
Carlsberg Group’s and the Parent Company’s
operations and cash flows for the financial
Magdi Batato Eva Vilstrup Decker
year 2018.
REPORTS
INDEPENDENT
AUDITOR’S REPORT
TO THE SHAREHOLDERS OF What we have audited BASIS FOR OPINION To the best of our knowledge and belief,
CARLSBERG A/S The Consolidated Financial Statements and We conducted our audit in accordance with prohibited non-audit services referred to in
Parent Company Financial Statements of International Standards on Auditing (ISAs) and Article 5(1) of Regulation (EU) No 537/2014
OUR OPINION Carlsberg A/S for the financial year 1 January the additional requirements applicable in were not provided.
In our opinion, the Consolidated Financial to 31 December 2018 comprise income Denmark. Our responsibilities under those
Statements and the Parent Company Financial statement, statement of comprehensive standards and requirements are further Appointment
Statements (pp 56-134) give a true and fair income, statement of financial position, described in the Auditor’s responsibilities for the We were first appointed auditors of Carlsberg
view of the Group’s and the Parent Company’s statement of changes in equity, statement of audit of the Financial Statements section of our A/S on 30 March 2017 for the financial year
financial position at 31 December 2018 and of cash flows and notes, including summary of report. 2017. We have been reappointed annually by
the results of the Group’s and the Parent significant accounting policies for the Group as shareholder resolution for a total period of
Company’s operations and cash flows for the well as for the Parent Company. Collectively We believe that the audit evidence we have uninterrupted engagement of two years
financial year 1 January to 31 December 2018 referred to as the “Financial Statements”. obtained is sufficient and appropriate to provide including the financial year 2018.
in accordance with International Financial a basis for our opinion.
Reporting Standards as adopted by the EU and KEY AUDIT MATTERS
further requirements in the Danish Financial Independence Key audit matters are those matters that, in
Statements Act. We are independent of the Group in our professional judgement, were of most
accordance with the International Ethics significance in our audit of the Financial
Our opinion is consistent with our Auditor’s Standards Board for Accountants’ Code of Statements for 2018. These matters were
Long-form Report to the Audit Committee and Ethics for Professional Accountants (IESBA addressed in the context of our audit of the
the Supervisory Board. Code) and the additional requirements Financial Statements as a whole, and in
applicable in Denmark. We have also fulfilled forming our opinion thereon, and we do not
our other ethical responsibilities in accordance provide a separate opinion on these matters.
with the IESBA Code.
CARLSBERG GROUP ANNUAL REPORT 2018 FINANCIAL STATEMENTS 137
Key audit matter How our audit addressed the key audit matter Key audit matter How our audit addressed the key audit matter
Revenue recognition Recoverability of the carrying amount of goodwill and brands
Recognition of revenue is complex Our audit procedures included considering the appropriateness of the revenue The principal risks relate to In addressing the risks, we walked through and tested relevant controls
due to the extent of different recognition accounting policies and assessing compliance with IFRS 15. Management’s assessment of the designed and operated relating to the assessment of the carrying amount of
revenue streams ranging from sales future timing and amount of cash goodwill and brands.
of goods, royalty income, porterage We tested the relevant controls, including applicable information systems and flows, which are used to project the
income and sales of by-products Management’s monitoring of controls used to ensure the completeness, recoverability of the carrying We considered the appropriateness of Management’s defined cash-generating
recognised when all significant risks accuracy and timing of revenue recognised. amount of goodwill and brands. units (CGUs) within the business. We evaluated whether there were factors
and rewards have been transferred There are specific risks related to requiring Management to change their definition. We examined the
to the customer or in terms of the macroeconomic conditions and methodology used by Management to assess the carrying amount of goodwill
We discussed the key assumptions related to the recognition and classification
licence agreement. volatile earnings caused by volume and brands assigned to CGUs and the process for identifying CGUs that require
of revenue with Management. Further, we performed substantive procedures
regarding invoicing, significant contracts, significant transactions (including decline, intensified competition and impairment testing to determine compliance with IFRS.
Complexity further includes the discounts) and locally imposed duties and fees in order to assess the accounting changed regulations in key markets
implementation of IFRS 15 Revenue treatment and principles applied. In testing contracts and discounts the – conditions that could also result in
We performed detailed testing for the assets where an impairment review was
from Contracts with Customers in implementation of IFRS 15 was assessed. Management deciding to change
required or indications of impairment were identified. For those assets, we
2018. brand strategy to drive business
analysed the reasonableness of key assumptions in relation to the ongoing
performance.
We applied data analysis in our testing of revenue transaction in order to operation of the assets.
We focused on this area, as there is identify transactions outside the ordinary transaction flow, including journal
a risk of non-compliance with entry testing and cut-off testing at year-end. Bearing in mind the generally long-
We corroborated estimates of future cash flows and challenged whether they
accounting policies due to lived nature of the assets, the most
are reasonable and supported by the most recent approved Management
complexity originating from different critical assumptions are
budgets, including expected future performance of the CGUs, and challenged
customer behaviour, structures, Management’s view of cash-
whether these are appropriate in light of future macroeconomic expectations in
market conditions and terms in the generating units, prices, volumes,
the markets.
various countries. discount rates, growth rates, royalty
rates, expected useful life and costs,
and future free cash flows. We used our internal valuation specialists and evaluated the assumptions used
Furthermore, the various discounts by Management, including assessment of price and volume forecasts, discount
and locally imposed duties and fees rates and long-term growth rates, and tested the mathematical accuracy of
in regard to revenue recognition are We focused on this area, as
the relevant value-in-use models prepared by Management.
complex and introduce an inherent Management is required to exercise
risk to the revenue recognition considerable judgement because of
the inherent complexity in Further, we assessed the appropriateness of disclosures including sensitivity
process.
estimating future cash flows. analyses prepared for the key assumptions.
STATEMENT ON THE MANAGEMENT REVIEW MANAGEMENT’S RESPONSIBILITIES FOR THE AUDITOR’S RESPONSIBILITIES FOR THE AUDIT • Obtain an understanding of internal control
Management is responsible for Management FINANCIAL STATEMENTS OF THE FINANCIAL STATEMENTS relevant to the audit in order to design audit
Review (pp 3-55). Management is responsible for the preparation Our objectives are to obtain reasonable procedures that are appropriate in the
of consolidated financial statements and parent assurance about whether the Financial circumstances, but not for the purpose of
Our opinion on the Financial Statements does company financial statements that give a true Statements as a whole are free from material expressing an opinion on the effectiveness of
not cover Management Review, and we do not and fair view in accordance with International misstatement, whether due to fraud or error, the Group’s and the Parent Company’s
express any form of assurance conclusion Financial Reporting Standards as adopted by and to issue an auditor’s report that includes internal control.
thereon. the EU and further requirements in the Danish our opinion. Reasonable assurance is a high
Financial Statements Act, and for such internal level of assurance, but is not a guarantee that • Evaluate the appropriateness of accounting
In connection with our audit of the Financial control as Management determines is an audit conducted in accordance with ISAs policies used and the reasonableness of
Statements, our responsibility is to read necessary to enable the preparation of financial and the additional requirements applicable in accounting estimates and related disclosures
Management Review and, in doing so, consider statements that are free from material Denmark will always detect a material made by Management.
whether Management Review is materially misstatement, whether due to fraud or error. misstatement when it exists. Misstatements
inconsistent with the Financial Statements or can arise from fraud or error and are • Conclude on the appropriateness of
our knowledge obtained in the audit, or In preparing the Financial Statements, considered material if, individually or in the Management’s use of the going concern basis
otherwise appears to be materially misstated. Management is responsible for assessing the aggregate, they could reasonably be expected of accounting and based on the audit
Group’s and the Parent Company’s ability to to influence the economic decisions of users evidence obtained, whether a material
Moreover, we considered whether continue as a going concern, disclosing, as taken on the basis of these Financial uncertainty exists related to events or
Management Review includes the disclosures applicable, matters related to going concern Statements. conditions that may cast significant doubt on
required by the Danish Financial Statements and using the going concern basis of the Group’s and the Parent Company’s ability
Act. accounting unless Management either intends As part of an audit in accordance with ISAs and to continue as a going concern. If we
to liquidate the Group or the Parent Company the additional requirements applicable in conclude that a material uncertainty exists,
Based on the work we have performed, in our or to cease operations, or has no realistic Denmark, we exercise professional judgement we are required to draw attention in our
view, Management Review is in accordance alternative but to do so. and maintain professional scepticism auditor’s report to the related disclosures in
with the Consolidated Financial Statements throughout the audit. We also: the Financial Statements or, if such
and the Parent Company Financial Statements • Identify and assess the risks of material disclosures are inadequate, to modify our
and has been prepared in accordance with the misstatement of the Financial Statements, opinion. Our conclusions are based on the
requirements of the Danish Financial whether due to fraud or error, design and audit evidence obtained up to the date of our
Statements Act. We did not identify any perform audit procedures responsive to those auditor’s report. However, future events or
material misstatement in Management Review. risks, and obtain audit evidence that is conditions may cause the Group or the Parent
sufficient and appropriate to provide a basis Company to cease to continue as a going
for our opinion. The risk of not detecting a concern.
material misstatement resulting from fraud is
higher than for one resulting from error, as • Evaluate the overall presentation, structure
fraud may involve collusion, forgery, and content of the Financial Statements,
intentional omissions, misrepresentations, or including the disclosures, and whether the
the override of internal control. Financial Statements represent the underlying
transactions and events in a manner that
achieves fair presentation.
CARLSBERG GROUP ANNUAL REPORT 2018 FINANCIAL STATEMENTS 139
• Obtain sufficient appropriate audit evidence From the matters communicated with those
regarding the financial information of the charged with governance, we determine those
entities or business activities within the Group matters that were of most significance in the
to express an opinion on the Consolidated audit of the Financial Statements of the current
Financial Statements. We are responsible for period and are therefore the key audit matters.
the direction, supervision and performance of We describe these matters in our auditor’s
the Group audit. We remain solely responsible report unless law or regulation precludes public
for our audit opinion. disclosure about the matter or when, in
extremely rare circumstances, we determine
We communicate with those charged with that a matter should not be communicated in
governance regarding, among other matters, our report because the adverse consequences
the planned scope and timing of the audit and of doing so would reasonably be expected to
significant audit findings, including any outweigh the public interest benefits of such
significant deficiencies in internal control that communication.
we identify during our audit.
PricewaterhouseCoopers
Statsautoriseret Revisionspartnerselskab
CVR no 3377 1231
Carlsberg A/S
100 Ny Carlsberg Vej
1799 Copenhagen V
Denmark
Phone +45 3327 3300
www.carlsberggroup.com
CVR No. 61056416