TIDMKYGA

RNS Number : 7690X

Kerry Group PLC

21 February 2012

news release

Tuesday 21 February 2012

Preliminary Statement of Results

for the year ended 31 December 2011

Kerry, the global ingredients & flavours and consumer foods group, reports preliminary results for the year ended 31 December 2011.

 
       Highlights 
 
        *    Sales revenue increased by 6.9% (6.4% LFL) to EUR5.3 
             billion 
 
 
        *    3.3% increase in business volumes 
 
 
        *    Trading profit reaches a milestone EUR501m level 
 
 
        *    Ingredients & Flavours trading margin up 10 basis 
             points to 11.9% 
 
 
        *    Consumer Foods trading margin 30 basis points lower 
             at 7.8% 
 
 
        *    Adjusted EPS* up 11.1% to 213.4 cent 
 
 
        *    Final dividend per share of 22.4 cent (Total 2011 
             dividend up 11.8% to 32.2 cent) 
 
 
        *    Free cash flow of EUR279m (2010: EUR305m) 
 
 
        *    R&D investment of EUR167m 
 
 
       *before brand related intangible asset amortisation and non-trading 
       items 
 

Commenting on the results Kerry Group Chief Executive Stan McCarthy said; "Kerry delivered good profitable growth in 2011 despite weak consumer confidence in many markets and significant raw material & input cost inflation. The Group performed well across developed and developing markets while continuing to build our capabilities and positioning for the future. Trading profit reached a milestone level of EUR501m in 2011. We are confident of achieving our strategic growth objectives for 2012 and expect to achieve seven to ten per cent growth in adjusted earnings per share to a range of 228 to 235 cent per share (2011: 213.4 cent)".

 
       Contacts: 
 
 
       Media                                       Investor Relations 
        Frank Hayes, Director of Corporate          Brian Mehigan, Chief Financial Officer 
        Affairs                                     Michael Ryan, Head of Investor Relations 
        Tel: +353 66 7182304                        Tel: +353 66 7182253 
        Email: corpaffairs@kerry.ie                 Email: investorrelations@kerry.ie 
        Kerry Web Site: www.kerrygroup.com 
 

Chairman's Statement

For the year ended 31 December 2011

Kerry continued to develop successfully and maintain solid earnings growth in 2011, despite the impact of significant raw material and input cost inflation experienced during the year. The Group performed well in all key developed markets and continued to extend its market positions in developing markets. Good organic growth rates were achieved despite the inflationary environment. Raw material costs increased by over 8% year-on-year, requiring close collaboration with customers to manage cost recovery programmes. The continuing challenging economic landscape across most major economies heightened the requirement for innovation and product differentiation to meet changing consumer requirements.

The Group's ingredients & flavours businesses grew steadily in all regions benefiting from Kerry's breadth and depth of technology and 1 Kerry approach to market development providing industry-leading integrated solutions. While consumer spending remains constrained due to fiscal pressures, demands for all-natural and clean label solutions continue to grow as does the requirement for healthy reformulation, well-being and diet-specific offerings.

Cost recovery in the Group's consumer foods markets in Ireland and the UK proved more challenging due to the prevailing economic situation and level of price promotional activity in both markets. However, while Kerry Foods saw a moderation in volume growth as the year progressed, profitability in the division was maintained due to on-going business efficiency programmes and successful innovation focused on value consumer offerings.

Results

Group sales revenue in 2011 on a reported basis increased by 6.9% to EUR5.3 billion, reflecting like-for-like (LFL) growth of 6.4% when account is taken of acquisitions and currency translation. Business volumes grew by 3.3% whilst product pricing/mix increased by 3.2%. Cost recovery proved successful in ingredients & flavours markets with residual increases in some categories secured for 2012. The lag in cost recovery in the Group's consumer foods' businesses will be overcome through continuing business efficiency projects and pricing actions.

Business intersegment trading has been realigned to reflect changes in management responsibility for some European manufacturing facilities. This does not impact Group revenue, trading profit or trading margin. The 2010 comparatives have been re-presented on a similar basis.

Q4 sales volumes in ingredients & flavours reflect good growth against a strong comparative in 2010. Overall growth in the Group's consumer foods categories was weaker in the fourth quarter but the level of trading over the holiday period was encouraging. Over the full year ingredients & flavours' business volumes increased by 4% and consumer foods achieved 1.1% business volume growth.

Group trading profit reached a milestone level of EUR501m, an increase of 7.1% LFL. Despite the unprecedented cost inflationary challenges, the Group maintained solid underlying business trading margin momentum. Ingredients & flavours achieved 10 basis points margin improvement to 11.9%. Consumer foods margin was back 30 basis points to 7.8% despite the successful business efficiency measures undertaken during the year. Allowing for unallocated development costs relating to the global IT ('Kerryconnect') project and the arithmetical effect which cost recovery pricing has on the margin calculation, the Group trading profit margin in 2011 was back 10 basis points to 9.4%.

Adjusted profit after tax before brand related intangible asset amortisation increased by 11.2% to EUR375m (2010: EUR337m). Adjusted earnings per share increased by 11.1% to 213.4 cent (2010: 192.1 cent). The Board recommends a final dividend of 22.4 cent per share, an increase of 12% on the 2010 final dividend. Together with the interim dividend of 9.8 cent per share, this brings the total dividend for the year to 32.2 cent, an increase of 11.8% on the prior year.

Investment in research and development increased to EUR167m (2010: EUR156m). Capital expenditure amounted to EUR162m (2010: EUR139m). The Group achieved a free cash flow of EUR279m (2010: EUR305m).

Business Reviews

Ingredients & flavours

 
                           2011   Like-for-like (LFL) Growth 
    Revenue           EUR3,706m                         7.7% 
    Trading profit      EUR439m                         9.4% 
    Trading margin        11.9%                       +10bps 
 

Kerry Ingredients & Flavours develops, manufactures and delivers innovative technology-based ingredients & taste solutions and pharma, nutritional and functional ingredients for the food, beverage and pharmaceutical markets.

Kerry's 'go-to-market' strategies, capitalising on its broad global ingredients & flavours development, technology layering opportunities and end-use-market focus continued to deliver stronger customer engagement and innovation in all regions in 2011. Sales revenue increased on a reported basis by 8.5% to EUR3,706m, reflecting 7.7% LFL growth. Business volumes grew by 4% and pricing/mix increased by 3.8%. Trading profit increased by 9.4% LFL to EUR439m with the division's trading margin improved by 10 basis points to 11.9%.

Innovation continues to be driven by increasing consumer demand for 'free-from foods', reduced calorie, reduced salt, reduced fat, higher-fibre, natural flavours and ingredients, enhanced nutritional and dietary products, in addition to continuing trends towards more convenient, cost-effective solutions, healthy snacking options and affordable indulgence; favouring development through Kerry's range of ingredients, flavours, texture, nutritional and taste solutions.

In December the Group completed the acquisition of Cargill's global flavours business. The business, acquired for a total consideration of US$230m, serves a global customer base through provision of flavour ingredients and flavour systems for beverage, dairy, sweet and savoury applications. It has long standing relationships with leading global food and beverage manufacturers through its integrated flavour development and application centres in France, the UK, South Africa, India, Malaysia, China, the USA, Puerto-Rico, Mexico and Brazil - supported by a network of sales representative offices in 12 other countries.

All Group technology clusters achieved satisfactory growth in 2011. Revenue grew by 7.9% in Savoury & Dairy systems, 5.4% in Cereal & Sweet systems, 12.6% in Beverage systems, 9.1% in Pharma, Nutritional & Functional ingredients and by 11.2% in Regional Technologies.

Americas Region

Revenue in the Americas region grew by 7.1% LFL to EUR1,558m. Business volumes increased by 3.3% and pricing/mix increased by 3.8%.

Savoury, Dairy & Culinary systems & flavours performed well throughout the region. Good growth was achieved in the yoghurt market through innovative lines in multiple product formats including ice cream applications and smoothie kits. Progress accelerated through formed sauces, dairy systems and dairy flavours in the prepared meals and side dishes categories. Savoury snacks provided good growth opportunities through regional snack manufacturer accounts and all-natural snack product suppliers incorporating Kerry's clean label flavouring systems. Coatings systems recorded solid growth in the meat sector and successful integration of new flavours into meat systems produced excellent results in the poultry sector. Foodservice applications grew year-on-year, as growth in particular through quick-serve-restaurants rebounded to pre-recession levels. In Latin American markets the meat, dairy and snack sectors saw double digit growth in 2011 providing good opportunity for Kerry's integrated systems & flavours.

Cereal & Sweet systems & flavours' performance improved as the year progressed, assisted by Kerry's integrated solutions approach. The ice cream and frozen desserts sector provided solid Kerry innovation opportunities for bite-size snackable offerings and frozen novelty lines. Demand for improved health and clean label offerings in the bakery sector led to good growth in Kerry's complete technology offering including flavours, shelf-life extenders, bio-ingredients and functional ingredients. Demand for particulates also grew through in-store bakery and foodservice channels. Snacking trends and seasonal product introductions also provided good growth opportunities in the confectionery category. Kerry's sweet systems & flavours achieved continued strong growth in Latin American markets benefiting from the expansion of sweet inclusions process capabilities in Mexico and Brazil. Despite sectoral challenges in the RTE cereal market Kerry continued to record good progress through key accounts and the successful introduction of infant cereal lines. The bar segment also provided new development opportunities for Kerry's integrated solutions. Market development in Latin America was advanced mid-year through the acquisition of General Cereals S.A. in Argentina.

Beverage systems & flavours saw strong growth in the nutritional, sport drinks, weight management and clinical nutrition sectors, and in tea and coffee applications. This provided good growth for Kerry beverage flavours and fmt(TM) flavour technology. Syrup lines saw renewed growth through speciality coffee and foodservice outlets. In the branded segment Da Vinci Gourmet 'Origins' line was successfully introduced and a novel non-fat yoghurt smoothie was launched under the Jet brand. The acquisitions of Agilex Flavors and Caffe D'Amore completed in late 2010 significantly assisted performance in North America. Kerry's beverage systems also achieved strong growth in Latin American markets in 2011 in particular in the nutritional beverages and soft drinks categories in Mexico, Argentina and Brazil.

The Group's pharma ingredients business achieved excellent growth in 2011 and significantly extended its global market positioning. Continued investment in its manufacturing capabilities, applications facilities and technical services in the USA, Brazil and India delivered strong growth for Kerry's excipient systems and tabletting technologies. The Group also significantly expanded its cell culture media supplements product portfolio through agreement on an exclusive global sales, marketing and development alliance. Media supplements, hydrolysed proteins and yeast extracts achieved solid growth in developing markets including China, India and Brazil. Production of pharmaceutical grade emulsifiers was successfully commissioned at the Group's facility in Kuala Lumpur and the completion of the acquisition of Cargill's flavours business also strengthened Kerry's position in provision of pharmaceutical approved flavours. In September, Mumbai based Lactose India was acquired broadening Kerry's positioning in excipients' markets. A new tablet coating facility and application centre was also established in India. Since year-end a US$10m programme commenced to establish a new Cell Science facility at the Kerry Center in Beloit (WI) to expand the Group's media enhancement capabilities for cell culture, vaccine development, microbial fermentation and diagnostics.

EMEA Region

Revenue in the EMEA region increased by 6.9% LFL to EUR1,475m. Business volumes grew by 2.7% and while there was some lag in cost recovery, the increase in input costs was substantially recovered with pricing/mix increased by 4.2%.

Savoury & Dairy systems & flavours performed above industry average but performance varied across end-use-markets and regional markets due to the impact of cost recovery initiatives. Meat coating systems performed well through added value poultry applications for retail and quick-serve-restaurant markets. The momentum towards clean label solutions led to increased uptake of Kerry's SFT (TM) all-natural shelf-life extension technology in the meat processing industry. Savoury flavours, cheese systems and snack seasonings achieved good growth in the snack sector. Prior to year-end the Group also acquired Durban, South Africa based FlavourCraft - a leading developer and provider of savoury flavours and seasonings for soup, sauce, prepared meal, snack and meat applications serving EMEA markets in particular developing markets in Africa. Dairy systems & flavours, proteins and enzyme technologies experienced good growth throughout European markets in 2011. Proteins achieved solid growth in the nutrition and confectionery sectors, in particular through hypo-allergenic hydrolysed proteins for infant nutritional products and through functional proteins for confectionery applications in developing markets. Cheese systems continued to record strong growth in the foodservice sector throughout all EMEA markets. A major investment programme was completed at the Listowel plant in Ireland to expand dairy flavour production capabilities and capacity.

Cereal & Sweet technologies saw good growth in the dairy & cereal bar markets and also through foodservice applications. Sweet systems recorded strong development in the ice cream market through successful innovation in the premium segment incorporating Kerry's cluster technologies and coating capability. The acquisition of SuCrest in October significantly expanded the Group's sweet ingredients & flavours business in the EMEA region. With production and product development facilities located in Hochheim, Germany and Vitebsk, Belarus and a sales representative office in Moscow, SuCrest is a leading provider of sweet ingredients to the bakery, ice cream, confectionery, cereal and snack sectors in European markets.

Kerry's integrated technology approach incorporating sweet systems, dairy systems, fermented ingredients and emulsifiers continued to provide good opportunity for growth in the bakery sector. Demand for indulgence applications in the fine bakery category was adversely impacted by restrained consumer spending. Market development in the RTE cereals sector was also weaker as manufacturers reconfigured brand portfolios in response to the high level of promotional activity and changing consumption patterns.

Beverage systems & flavours benefited from increased demand for more cost-effective solutions as beverage producers sought to mitigate raw material inflationary trends. Demand for lower calorie/reduced sugar provided solid growth through Kerry's fmt(TM) flavour technology. As consumers increasingly choose personalised beverage offerings, Da Vinci flavoured syrups recorded good growth in the European coffee chain market.

Primary Dairy markets benefited from strong demand from key importing countries in 2011. Despite higher output in major production zones pricing remained firm for most of the year buoyed by the level of international demand. Pricing weakened slightly in Q4 in line with the expansion in global supplies. The Newmarket cheese facility acquired in late 2010 was integrated into Kerry's dairy portfolio.

Asia-Pacific Region

Revenue in the Asia-Pacific region grew by 12% LFL to EUR605m. Business volumes increased by 10% despite a series of natural disasters which impacted the region. Pricing/mix increased by 2.8%.

Savoury & Dairy technologies recorded strong organic growth throughout Asia-Pacific markets. Dairy systems performed well in the snack and bakery markets in Malaysia and the Philippines. Cheese systems continued to grow in Japan and China, in particular for snack and biscuit applications. Lipid systems grew satisfactorily in the infant nutrition sector but the significant sectoral input cost increases adversely impacted performance in the tea & coffee end-use-market. China continued to provide a strong platform for growth in the infant nutritional sector. Culinary systems performed well throughout Asia, with good progress in the growing snack markets in Indonesia, the Philippines and Vietnam, and excellent growth through sauce applications in China.

Meat technologies grew strongly in Australia and New Zealand with good growth in the QSR sector and through added value poultry applications. The acquisition of EBI Cremica during the year has provided a platform for growth through coating systems in the food processing and foodservice sectors in India. A new applications centre was opened in Delhi to support savoury, culinary and beverage development. An infant nutrition spray drying facility was also commissioned at the Penang plant in Malaysia.

Beverage applications performed solidly with double digit growth in all end-use-markets supported by increased layering of the Group's beverage technologies. Successful innovation and extension of speciality beverage offerings continues to drive growth through specialist chain accounts and QSR's. Growth of the nutritional beverage market in China has continued to provide excellent opportunities for Kerry technologies including proteins, flavours and lipids. Da Vinci branded syrups and sauces again achieved solid double digit growth in the region. Brewing ingredients also recorded good progress in Australia and South East Asia. A dedicated Kerry Beverage applications centre was established in Kuala Lumpur, Malaysia to support regional market development.

Sweet technologies performed satisfactorily in the bakery sector. Good volume growth was achieved through Kerry's technologies in the bread sector in Thailand, China and the Philippines. Japan and Korea also provided increased opportunities for sweet systems, functional ingredients and bakery premix technologies. Kerry Pinnacle benefited from the Van den Bergh's and Croissant King branded bakery business acquired in late 2010 - forging closer relationships with key bakery customers in the franchise sector and bringing new frozen dough and pastry technology to the foodservice sector. The acquisition of the IJC Fillings business in Australia from the Windsor Farm Foods Group prior to year-end also significantly expands Kerry's sweet technology capabilities for the ice cream and bakery end-use-markets.

Functional ingredients performed well across the region. Emulsifiers & texturants recorded double digit growth with a strong performance through bakery, confectionery and tea & coffee applications.

Consumer Foods

 
                           2011   Like-for-like (LFL) Growth 
    Revenue           EUR1,674m                         3.2% 
    Trading profit      EUR130m                         1.0% 
    Trading margin         7.8%                       -30bps 
 

Kerry Foods is a leading manufacturer and marketer of added-value branded and customer branded chilled foods to the UK and Irish consumer foods markets.

Further tightening of household budgets in Ireland and the UK has continued to drive value consumption and increased market promotional activity. This has heightened competition across branded and private label offerings and limited cost recovery pricing actions in some categories. While volume growth in Kerry Foods' business moderated during the year, a satisfactory performance was achieved in particular in the UK. Divisional profitability was maintained through an increased focus on business efficiency programmes.

Sales revenue increased to EUR1,674m reflecting 3.2% LFL growth. Overall business volumes grew by 1.1%, reflecting 2.6% volume growth in the UK and a decline of 2.6% in Ireland. Trading profit showed 1% LFL growth at EUR130m. Despite gains through business efficiency programmes, difficulties in cost recovery particularly in private label categories meant that the divisional trading margin was 30 basis points lower at 7.8%.

In the UK market Kerry Foods' UK Brands again achieved a strong performance. Richmond maintained good brand share growth in the sausage sector. While Wall's continues to establish brand leadership in sausage rolls it lost brand share in the fresh sausage market.

Mattessons continued to grow the meat snacking sector but 'Fridge Raiders' margins were adversely impacted by increased raw material costs. Mattessons 'Rippa Dippa' range introduced in late 2010 recorded good progress.

Cheestrings maintained leadership in the children's cheese snack sector despite heavy promotional activity in the category. The 'Cheestrings Spaghetti' variant launched in H2 2010 consolidated its market positioning. Low Low has repositioned its market focus to the cheese spreads and slices segments targeted towards taste and health offerings.

UK Customer Brands food categories remained highly competitive. Cost recovery proved challenging in some of Kerry's selected categories resulting in some loss of business in cooked meats and frozen meals. However Kerry Foods continued to record good growth in chilled ready meals and dairy spreads. In the chilled ready meals sector successful innovation contributed to further growth in Kerry Foods' major retailer accounts. In the frozen meals category, Headland Foods was acquired to consolidate Kerry's market positioning and assist in restoring stability to the frozen meals category. Due to the level of input cost increases impacting the category in 2011, the integrated Kerry Foods frozen meals business has had to forego loss making sales so as to maintain profitability in the category.

Kerry's Brands Ireland business has been realigned to reflect the current market environment as consumers remain challenged by the recessionary economic situation. The division's brands are now focussed on innovation to meet the needs of value conscious consumers without compromising on quality. Kerry Foods added value meat brands lost some market share in 2011 due to the level of promotional activity in the marketplace and low pricing from private label and discounter offerings. Since year-end Denny has brought significant product innovation to the sliced meats market with the launch of Ireland's first 100% Natural Ingredients Denny Deli Style ham. Dairygold maintained its number one brand position in the Irish spreads market. In the cheese sector brand leader Charleville grew market share in the first half of 2011 but lost share to heavily discounted offers in the second half of the year. Cheestrings continues to achieve good progress in Belgium and Holland and was successfully introduced to the German market in 2011. The Ficello brand maintained good growth in France.

Financial review

 
 
 Reconciliation of adjusted* earnings                 %       2011       2010 
  to profit after taxation                       Change       EURm       EURm 
 
  Continuing Operations 
 
  Revenue                                    6.4% (LFL)    5,302.2    4,960.0 
                                                         ---------  --------- 
 
  Trading profit                             7.1% (LFL)      500.5      470.2 
 
  Trading margin                                              9.4%       9.5% 
 
  Computer software amortisation                             (5.4)      (4.3) 
 
  Finance costs (net)                                       (46.0)     (60.5) 
                                                         ---------  --------- 
 
  Adjusted* profit before taxation                10.8%      449.1      405.4 
 
  Income taxes (excluding non-trading                       (74.6)     (68.7) 
  items) 
                                                         ---------  --------- 
 
  Adjusted* earnings after taxation               11.2%      374.5      336.7 
 
  Brand related intangible asset                            (13.9)     (11.8) 
  amortisation 
                                                               0.1      (0.7) 
  Non-trading items (net of related 
  tax) 
                                                         ---------  --------- 
 
  Profit after taxation and attributable 
  to equity shareholders                          11.3%      360.7      324.2 
                                                         ---------  --------- 
 
                                                               EPS      EPS** 
                                                              Cent       Cent 
 
  Adjusted* EPS                                   11.1%      213.4      192.1 
 
  Brand related intangible asset                             (7.9)      (6.7) 
  amortisation 
                                                                 -      (0.4) 
  Non-trading items (net of related 
  tax) 
                                                         ---------  --------- 
 
  Basic EPS                                       11.1%      205.5      185.0 
                                                         ---------  --------- 
 
  (LFL) Like-for-like basis excluding the impact of acquisitions, 
  disposals and foreign exchange translation 
  * Before brand related intangible asset amortisation and non-trading 
  items (net of related tax) 
  ** 2010 re-presented to treat computer software amortisation as 
  a cost in calculated adjusted EPS 
 

Exchange Rates

Group results are impacted by fluctuations in exchange rates versus the Euro, in particular movements in US dollar and sterling exchange rates. In 2011 movements in exchange rates negatively impacted revenue by (1.8%) (2010: 4.5% positive impact) and trading profit by (1.6%) (2010: 3.0% positive impact). The average and closing rates for US dollar and sterling used to translate reported results are detailed below.

 
          Average Rates     Closing Rates 
          2011     2010     2011     2010 
 
 USD      1.40     1.33     1.29     1.34 
 STG      0.87     0.86     0.84     0.86 
 
 

Finance Costs

Finance costs for the year decreased by EUR14.5m to EUR46.0m (2010: EUR60.5m) as the impact of lower interest rates more than offset the impact of acquisition spend and capital investment. The Group's average interest rate for the year was 4.0%, a decrease of 70 basis points from the prior year (2010: 4.7%).

Taxation

The tax charge for the year, before non-trading items, was EUR74.6m (2010: EUR68.7m) representing an effective tax rate of 17.1% (2010: 17.5%).

Adjusted EPS

Adjusted EPS increased by 11.1% to 213.4 cent (2010: 192.1 cent). Basic EPS also increased by 11.1% from 185.0 to 205.5 cent.

From 2011 computer software amortisation is treated as a cost in calculating adjusted EPS. This represents a change in the way adjusted EPS is calculated and is due to the increase in computer software amortisation attributable to the Kerryconnect project which the Group is currently undertaking. Adjusted EPS for prior periods has been calculated and re-presented on this new basis.

Free Cash Flow

In the year under review the Group achieved a free cash flow of EUR278.8m (2010: EUR304.8m) having spent EUR162.2m on non-current assets, EUR3.8m on working capital, EUR34m on net pension plan payments, EUR46.6m on finance costs and EUR75.9m on tax.

The free cash flow of EUR278.8m generated during the year was utilised as follows:

-- Expenditure on acquisitions net of disposals, including deferred consideration on prior year acquisitions of EUR359.2m (2010: EUR157.6m)

   --      Expenditure on non-trading items of EUR13.9m (2010: EUR26.4m) 
   --      Equity dividends paid of EUR52.4m (2010: EUR45.7m). 

Financial Position

Net debt at the end of the year was EUR1,287.7m (2010: EUR1,111.9m). In April 2011 the Group negotiated a 5 year EUR1bn revolving credit facility with a syndicate of banks which provides a committed line of credit until April 2016 and significantly extends the maturity profile of committed facilities to the Group. Undrawn committed and undrawn standby facilities at the end of the year were EUR560m (2010: EUR655m).

At 31 December the key financial ratios were as follows;

 
                                                  2011     2010 
                                  Covenant       TIMES    TIMES 
    Net debt: EBITDA*                              2.0      1.8 
     EBITDA: Net interest*     Maximum 3.5        13.5     10.1 
                              Minimum 4.75 
 

* Calculated in accordance with lenders facility agreements

The Group's balance sheet is in a healthy position and with a net debt to EBITDA* ratio of 2.0 times the organisation has sufficient headroom to support its future growth plans.

Shareholders' equity increased by EUR218.3m to EUR1,845.3m (2010: EUR1,627.0m) as profits generated during the year, together with the positive impact of retranslating the Group's net investment in its foreign currency subsidiaries, more than offset the negative impact of actuarial losses on defined benefit schemes.

The Company's shares traded in the range EUR23.67 to EUR30.10 during the year. The share price at 31 December was EUR28.28 (2010: EUR24.97) giving a market capitalisation of EUR5.0 billion (2010: EUR4.4 billion). Total Shareholder Return for 2011 was 14.4% and for the last 5 years was 58%.

Retirement Benefits

At the balance sheet date, the net deficit for all defined benefit schemes (after deferred tax) was EUR212.5m (2010: EUR144.6m). The increase year-on-year reflects higher estimated liabilities as a result of lower discount rates which is partially offset by an increase in the market value of pension schemes' assets. The net deficit expressed as a percentage of market capitalisation at 31 December was 4.3% (2010: 3.3%). The charge to the income statement during the year, for both defined benefit and defined contribution schemes was EUR34.8m (2010: EUR32.8m).

Acquisitions

The Group completed a number of acquisitions during the year at a total cost of EUR386.4m. The majority of acquisitions were completed by the Ingredients and Flavours division strengthening the Group's capabilities across a range of technologies and expanding Kerry's footprint into new geographies. The most significant acquisitions in the year were Cargill's flavours business which closed in December and SuCrest acquired in October. The acquisition of Headland Foods in January by the Consumer Foods division was cleared by the UK Competition Authority prior to year end. A number of bolt on acquisitions in Ingredients & Flavours were also completed during the year.

dIVIDEND

The Board recommends a final dividend of 22.4 cent per share (an increase of 12% on the 2010 final dividend) payable on 11 May 2012 to shareholders registered on the record date 13 April 2012. When combined with the interim dividend of 9.8 cent per share this brings the total dividend for the year to 32.2 cent, an increase of 11.8% relative to the previous year.

annual report and annual general meeting

The Group's Annual Report will be published in early April and the Annual General Meeting will be held in Tralee on 2 May 2012.

board changes

The Board of Directors were deeply saddened at the passing of Board colleague Kevin Kelly whose death occurred on 4 January 2012.

On 11 January 2012, Ms Joan Garahy was appointed as a non-executive Director of the Company. Ms Garahy is Managing Director of ClearView Investments & Pensions Ltd. She is a qualified Financial Advisor and Investment Specialist.

Mr Michael J Fleming retired from the Board. On 11 January 2012, Mr Michael Teahan, a Director of Kerry Co-operative Creameries Ltd, was appointed to the Board.

On 20 February 2012, Mr Philip Toomey was appointed as a non-executive Director of the Company. Formerly a Global Chief Operating Officer at Accenture, Mr Toomey has wide ranging international consulting experience. He is a fellow of the Institute of Chartered Accountants of Ireland and a member of the Board of United Drug plc.

future prospects

In a challenging business environment, Kerry has continued to perform robustly while investing in our capabilities and positioning for the future. The Group has made significant progress in design and early implementation of 1 Kerry business transformation programmes and the 'Kerryconnect' business enablement project, embedding a culture of continuous improvement throughout the global Kerry organisation. The Group will continue to invest towards achieving business excellence across all its operations and functional areas - leveraging Kerry's global expertise and capabilities, whilst optimising manufacturing, scale and efficiency benefits.

We are well focused on capitalising on the layering opportunities across Kerry's global technology portfolio - delivering industry-leading innovative ingredient & taste solutions and pharma, nutritional and functional ingredients for food, beverage and pharmaceutical markets. Our consumer foods business has strong branded and customer branded positions in the UK and Irish markets, which coupled with Kerry Foods' ongoing business efficiency programmes and product differentiation through innovation, will sustain the profitable growth of the business.

The Group is confident of achieving its strategic growth objectives in 2012 and expects to achieve seven to ten per cent growth in adjusted earnings per share to a range of 228 to 235 cent per share (2011: 213.4 cent).

results for THE YEAR ENDED 31 December 2011

 
Kerry Group plc 
 
Consolidated Income Statement 
for the year ended 31 December 2011 
 
                                                               2011       2010 
                                                   Notes      EUR'm      EUR'm 
 
Continuing operations 
Revenue                                              1      5,302.2    4,960.0 
                                                          _________  _________ 
 
Trading profit                                       1        500.5      470.2 
 
Intangible asset amortisation                                (19.3)     (16.1) 
Non-trading items                                    2        (1.8)      (0.8) 
                                                          _________  _________ 
Operating profit                                              479.4      453.3 
 
Finance income                                                  0.9        0.9 
Finance costs                                                (46.9)     (61.4) 
                                                          _________  _________ 
Profit before taxation                                        433.4      392.8 
 
Income taxes                                                 (72.7)     (68.6) 
                                                          _________  _________ 
Profit after taxation and attributable to equity 
 shareholders                                                 360.7      324.2 
                                                          _________  _________ 
 
Earnings per A ordinary share                                  Cent       Cent 
 - basic                                             3        205.5      185.0 
 - diluted                                           3        205.4      184.7 
                                                          _________  _________ 
 
 
Kerry Group plc 
 
Consolidated Statement of Recognised Income and Expense 
for the year ended 31 December 2011 
 
                                                                                2011          2010 
                                                                               EUR'm         EUR'm 
 
Profit for the year after taxation                                             360.7         324.2 
 
Other comprehensive (expense)/income: 
Fair value movements on cash flow hedges                                       (7.1)          22.0 
Exchange difference on translation of foreign operations                        11.5          57.3 
Actuarial losses on defined benefit post-retirement schemes                  (112.5)        (30.3) 
Deferred tax on items taken directly to reserves                                18.6           2.0 
                                                                         ___________   ___________ 
Net (expense)/income recognised directly in other comprehensive income        (89.5)          51.0 
 
Reclassification to profit or loss from equity: 
Cash flow hedges                                                               (2.5)           1.2 
Available-for-sale investments                                                     -           7.4 
                                                                         ___________   ___________ 
Total comprehensive income                                                     268.7         383.8 
                                                                         ___________  ____________ 
 
 
 
Kerry Group plc 
 
Consolidated Balance Sheet 
as at 31 December 2011                                                            2011         2010 
                                                                                 EUR'm        EUR'm 
Non-current assets 
Property, plant and equipment                                                  1,208.7      1,107.2 
Intangible assets                                                              2,294.6      1,998.9 
Financial asset investments                                                       19.3          8.2 
Non-current financial instruments                                                 84.0         42.7 
Deferred tax assets                                                               10.2          8.9 
                                                                           ___________  ___________ 
                                                                               3,616.8      3,165.9 
                                                                           ___________  ___________ 
Current assets 
Inventories                                                                      658.5        531.6 
Trade and other receivables                                                      709.8        618.7 
Cash and cash equivalents                                                        237.9        159.3 
Other current financial instruments                                                1.4          4.7 
Assets classified as held for sale                                                 5.6          5.4 
                                                                           ___________  ___________ 
                                                                               1,613.2      1,319.7 
                                                                           ___________  ___________ 
Total assets                                                                   5,230.0      4,485.6 
                                                                           ___________  ___________ 
Current liabilities 
Trade and other payables                                                       1,136.9      1,017.9 
Borrowings and overdrafts                                                         39.0        181.3 
Other current financial instruments                                               16.5         12.2 
Tax liabilities                                                                   25.2         34.4 
Provisions                                                                        26.1         18.3 
Deferred income                                                                    2.3          2.5 
                                                                           ___________  ___________ 
                                                                               1,246.0      1,266.6 
                                                                           ___________  ___________ 
Non-current liabilities 
Borrowings                                                                     1,559.9      1,123.2 
Other non-current financial instruments                                           10.7            - 
Retirement benefits obligation                                                   277.5        194.7 
Other non-current liabilities                                                     63.1         55.3 
Deferred tax liabilities                                                         173.0        166.4 
Provisions                                                                        33.1         30.7 
Deferred income                                                                   21.4         21.7 
                                                                           ___________  ___________ 
                                                                               2,138.7      1,592.0 
                                                                           ___________  ___________ 
Total liabilities                                                              3,384.7      2,858.6 
                                                                           ___________  ___________ 
Net assets                                                                     1,845.3      1,627.0 
                                                                           ___________  ___________ 
Issued capital and reserves attributable to equity holders of the parent 
Share capital                                                                     21.9         21.9 
Share premium account                                                            398.7        398.7 
Other reserves                                                                  (94.3)       (98.2) 
Retained earnings                                                              1,519.0      1,304.6 
                                                                           ___________  ___________ 
Shareholders' equity                                                           1,845.3      1,627.0 
                                                                           ___________  ___________ 
 
 
 Kerry Group plc 
 
 Consolidated Statement of Changes in Equity 
 for the year ended 31 December 2011 
                                                           Share         Share          Other    Retained 
                                                         Capital       Premium       Reserves    Earnings      Total 
                                        Notes              EUR'm         EUR'm          EUR'm       EUR'm      EUR'm 
 
 At 1 January 2010                                          21.8         395.2        (187.4)     1,054.4    1,284.0 
 Total comprehensive income                                    -             -           87.9       295.9      383.8 
 Dividends paid                             4                  -             -              -      (45.7)     (45.7) 
 Long term incentive plan expense                              -             -            1.3           -        1.3 
 Shares issued during year                                   0.1           3.5              -           -        3.6 
                                                        ________      ________       ________    ________   ________ 
 At 31 December 2010                                        21.9         398.7         (98.2)     1,304.6    1,627.0 
 
 Total comprehensive income                                    -             -            1.9       266.8      268.7 
 Dividends paid                             4                  -             -              -      (52.4)     (52.4) 
 Long term incentive plan expense                              -             -            2.0           -        2.0 
 Shares issued during year                                     -             -              -           -          - 
                                                        ________      ________       ________    ________   ________ 
 At 31 December 2011                                        21.9         398.7         (94.3)     1,519.0    1,845.3 
                                                        ________      ________       ________    ________   ________ 
 
 
 Other Reserves comprise the following: 
                                                            Long 
                                            Capital         Term    Available- 
                            Capital      Conversion    Incentive      for-sale 
                         Redemption         Reserve         Plan    Investment    Translation     Hedging 
                            Reserve            Fund      Reserve       Reserve        Reserve     Reserve      Total 
                              EUR'm           EUR'm        EUR'm         EUR'm          EUR'm       EUR'm      EUR'm 
 
 At 1 January 
  2010                          1.7             0.3          2.1         (7.4)        (158.0)      (26.1)    (187.4) 
 Total 
  comprehensive 
  income                          -               -            -           7.4           57.3        23.2       87.9 
 Long term 
  incentive 
  plan expense                    -               -          1.3             -              -           -        1.3 
                           ________        ________     ________      ________       ________     _______   ________ 
 At 31 December 
  2010                          1.7             0.3          3.4             -        (100.7)       (2.9)     (98.2) 
 
 Total comprehensive 
  income/(expense)                -               -            -             -           11.5       (9.6)        1.9 
 Long term incentive plan 
  expense                         -               -          2.0             -              -           -        2.0 
                           ________        ________     ________      ________       ________     _______   ________ 
 At 31 December 
  2011                          1.7             0.3          5.4             -         (89.2)      (12.5)     (94.3) 
                           ________        ________     ________      ________       ________     _______   ________ 
 
 
 
Kerry Group plc 
 
Consolidated Cash Flow Statement 
for the year ended 31 December 2011 
                                                                     2011         2010 
                                                       Notes        EUR'm        EUR'm 
Operating activities 
Trading profit                                                      500.5        470.2 
Adjustments for: 
Depreciation (net) and impairment                                   100.8        148.4 
Change in working capital                                           (3.8)       (21.5) 
Pension contributions paid less pension expense                    (34.0)       (41.1) 
Expenditure on non-trading items                                   (13.9)       (26.4) 
Exchange translation adjustment                                     (2.8)        (1.5) 
                                                              ___________  ___________ 
Cash generated from operations                                      546.8        528.1 
Income taxes paid                                                  (75.9)       (54.2) 
Finance income received                                               0.9          0.9 
Finance costs paid                                                 (47.5)       (58.5) 
                                                              ___________  ___________ 
Net cash from operating activities                                  424.3        416.3 
                                                              ___________  ___________ 
Investing activities 
Purchase of property, plant and equipment                         (144.3)      (149.2) 
Purchase of intangible assets                                      (29.7)        (1.8) 
Proceeds from the sale of property, plant 
 and equipment                                                        9.9          7.2 
Capital grants received                                               1.9          4.4 
Purchase of subsidiary undertakings (net of 
 cash acquired)                                          5        (361.6)      (150.7) 
Proceeds/(payments) due to disposal of businesses 
 (net of related tax)                                                 5.6        (2.7) 
Payment of deferred consideration on acquisition 
 of subsidiaries                                                    (4.3)        (7.8) 
Consideration adjustment on previous acquisitions                     1.1          3.6 
                                                              ___________  ___________ 
Net cash used in investing activities                             (521.4)      (297.0) 
                                                              ___________  ___________ 
Financing activities 
Dividends paid                                           4         (52.4)       (45.7) 
Issue of share capital                                                  -          3.6 
Net movement on bank borrowings                                     233.0      (201.8) 
                                                              ___________  ___________ 
Net cash movement due to financing activities*                      180.6      (243.9) 
                                                              ___________  ___________ 
 
Net increase/(decrease) in cash and cash equivalents                 83.5      (124.6) 
Cash and cash equivalents at beginning of 
 year*                                                              152.1        268.1 
Exchange translation adjustment on cash and 
 cash equivalents                                                     1.4          8.6 
                                                              ___________  ___________ 
Cash and cash equivalents at end of year                            237.0        152.1 
                                                              ___________  ___________ 
Reconciliation of Net Cash Flow to Movement 
 in Net Debt 
Net increase/(decrease) in cash and cash equivalents                 83.5      (124.6) 
Cash (inflow)/outflow from debt financing                         (233.0)        201.8 
                                                              ___________  ___________ 
Changes in net debt resulting from cash flows                     (149.5)         77.2 
Fair value movement on interest rate swaps 
 recognised in shareholders' equity                                 (4.6)         19.4 
Exchange translation adjustment on net debt                        (21.7)       (49.1) 
                                                              ___________  ___________ 
Movement in net debt in the year                                  (175.8)         47.5 
Net debt at beginning of year                                   (1,111.9)    (1,159.4) 
                                                              ___________  ___________ 
Net debt at end of year                                         (1,287.7)    (1,111.9) 
                                                              ___________  ___________ 
 

*The 2010 cash and cash equivalents balances have been re-presented to include bank overdrafts of EUR7.2m in the Consolidated Cash Flow Statement which continue to be included in borrowings and overdrafts in the Consolidated Balance Sheet.

Kerry Group plc

Notes to the Financial Statements

for the year ended 31 December 2011

1. Analysis of results

The Group has two operating segments: Ingredients & Flavours and Consumer Foods. The Ingredients & Flavours operating segment manufactures and distributes application specific ingredients and flavours spanning a number of technology platforms while the Consumer Foods segment manufactures and supplies added value brands and customer branded foods to the Irish and UK markets.

 
 
                                                   Group                                                Group 
                                            Eliminations                                         Eliminations 
                  Ingredients    Consumer            and               Ingredients    Consumer            and 
                   & Flavours       Foods    Unallocated       Total    & Flavours       Foods    Unallocated       Total 
                         2011        2011           2011        2011         2010*       2010*          2010*       2010* 
                        EUR'm       EUR'm          EUR'm       EUR'm         EUR'm       EUR'm          EUR'm       EUR'm 
 
 External 
  revenue             3,638.1     1,664.1              -     5,302.2       3,351.7     1,608.3              -     4,960.0 
 Inter-segment 
  revenue                68.3         9.4         (77.7)           -          64.7        14.9         (79.6)           - 
                    _________   _________      _________   _________     _________   _________      _________   _________ 
 
 Revenue              3,706.4     1,673.5         (77.7)     5,302.2       3,416.4     1,623.2         (79.6)     4,960.0 
                    _________   _________      _________   _________     _________   _________      _________   _________ 
 
 Trading profit         439.3       130.4         (69.2)       500.5         402.4       130.9         (63.1)       470.2 
 
 Intangible 
  asset 
  amortisation         (13.6)       (1.4)          (4.3)      (19.3)        (12.0)       (1.6)          (2.5)      (16.1) 
 Non-trading 
  items                   6.2       (8.0)              -       (1.8)         (0.5)       (0.3)              -       (0.8) 
                    _________   _________      _________   _________     _________   _________      _________   _________ 
 
 Operating 
  profit                431.9       121.0         (73.5)       479.4         389.9       129.0         (65.6)       453.3 
                    _________   _________      _________                 _________    ________      _________ 
 
 Finance income                                                  0.9                                                  0.9 
 Finance costs                                                (46.9)                                               (61.4) 
                                                           _________                                            _________ 
 
 Profit before taxation                                        433.4                                                392.8 
 
 Income taxes                                                 (72.7)                                               (68.6) 
                                                           _________                                            _________ 
 
 Profit after taxation and attributable to equity 
  shareholders                                                 360.7                                                324.2 
                                                           _________                                            _________ 
 Segment assets and liabilities 
 
 Segment assets       3,267.7     1,114.3          848.0     5,230.0       2,738.2     1,107.5          639.9     4,485.6 
 Segment 
  liabilities         (820.4)     (472.4)      (2,091.9)   (3,384.7)       (671.5)     (440.3)      (1,746.8)   (2,858.6) 
                    _________   _________    ___________   _________     _________   _________       ________   _________ 
 
 Net assets           2,447.3       641.9      (1,243.9)     1,845.3       2,066.7       667.2      (1,106.9)     1,627.0 
                    _________   _________    ___________   _________     _________    ________      _________   _________ 
 
 Other segmental information 
 
 Property, 
  plant and 
  equipment 
  additions             111.4        31.0              -       142.4         127.5        24.9              -       152.4 
 
 Depreciation 
  (net) and 
  impairment             71.0        29.8              -       100.8          87.4        39.3           21.7       148.4 
 
 Intangible 
  asset 
  additions               0.5         0.1           29.1        29.7           0.3         0.1            1.4         1.8 
                    _________   _________    ___________   _________     _________    ________      _________   _________ 
 

Information about geographical areas

 
                                                       Asia                                            Asia 
                              EMEA    Americas      Pacific       Total        EMEA    Americas     Pacific      Total 
                              2011        2011         2011        2011        2010        2010        2010       2010 
                             EUR'm       EUR'm        EUR'm       EUR'm       EUR'm       EUR'm       EUR'm      EUR'm 
 
 Revenue by location 
  of external 
  customers                3,139.2     1,557.7        605.3     5,302.2     2,972.2     1,479.0       508.8    4,960.0 
 
 Segment assets by 
  location                 3,329.7     1,494.9        405.4     5,230.0     2,882.7     1,251.9       351.0    4,485.6 
 
 Property, plant and 
  equipment additions         70.6        56.6         15.2       142.4        58.8        76.3        17.3      152.4 
 
 Intangible asset 
  additions                   29.3         0.3          0.1        29.7         1.7         0.1           -        1.8 
                         _________   _________   __________   _________   _________   _________   _________   ________ 
 

Kerry Group plc is domiciled in the Republic of Ireland and the revenues from external customers in the Republic of Ireland were EUR548.3m (2010: EUR581.5m). The segment assets located in the Republic of Ireland are EUR1,309.0m (2010: EUR1,206.0m).

Revenues from external customers include EUR1,706.0m (2010: EUR1,606.0m) in the United Kingdom and EUR1,202.0m (2010: EUR1,143.0m) in the USA.

*The 2010 segmental analysis has been re-presented to reflect the change in management responsibility during the year.

 
 2. Non-trading items 
                                                              2011        2010 
                                                             EUR'm       EUR'm 
 
 (Loss)/profit on disposal of non-current assets             (8.4)         0.2 
 Profit/(loss) on acquisition/disposal of businesses          17.3       (1.0) 
 Acquisition related costs                                  (10.7)           - 
                                                         _________   _________ 
                                                             (1.8)       (0.8) 
 
 Tax                                                           1.9         0.1 
                                                         _________   _________ 
                                                               0.1       (0.7) 
                                                         _________   _________ 
 
 

Loss on disposal of non-current assets

This loss relates primarily to the disposal of property, plant & equipment in the US, UK and Brazil.

Profit/(loss) on acquisition/disposal of businesses

The Group acquired the controlling interest of previously held investments and as required under IFRS 3 (2008) 'Business Combinations', these were fair valued with the resulting gain of EUR22.5m taken to the Consolidated Income Statement. This has been partially offset by losses on the sale of the Dawn Dairies business in Co. Limerick, Ireland and other non-core businesses in the US and Ireland.

Acquisition related costs

Acquisition related costs include transaction expenses incurred in completing the 2011 acquisitions such as professional service fees and due diligence. In addition, the Group incurred costs in integrating the acquisitions into the Group's operations and structure.

2010 Non-trading items

The loss on disposal of businesses relates primarily to the sale of the non-core Kerry Spring business in Co. Kerry, Ireland and the sale of the Dawn Dairies business in Co. Galway, Ireland.

 
3. Earnings per A ordinary share 
                                                                           EPS     2011       EPS    2010** 
                                                                Notes     cent    EUR'm      cent     EUR'm 
Basic earnings per share 
Profit after taxation and attributable to equity shareholders            205.5    360.7     185.0     324.2 
Brand related intangible asset amortisation                                7.9     13.9       6.7      11.8 
Non-trading items (net of related tax)                            2          -    (0.1)       0.4       0.7 
                                                                       _______  _______   _______   _______ 
Adjusted earnings*                                                       213.4    374.5     192.1     336.7 
                                                                       _______  _______   _______   _______ 
 
 
 Diluted earnings per share 
Profit after taxation and attributable to equity shareholders            205.4    360.7     184.7     324.2 
Adjusted earnings*                                                       213.3    374.5     191.8     336.7 
                                                                       _______  _______  ________  ________ 
 
 

*In addition to the basic and diluted earnings per share, an adjusted earnings per share is also provided as it is considered more reflective of the Group's underlying trading performance. Adjusted earnings is profit after taxation before brand related intangible asset amortisation and non-trading items (net of related tax). These items are excluded in order to assist in the understanding of underlying earnings.

**In previous years the Group had calculated adjusted earnings per share after adding back all intangible asset amortisation including computer software amortisation. However from 2011, with 2010 re-presented, computer software amortisation is being treated as a cost in arriving at adjusted earnings per share. This is due to the significance of the Kerryconnect programme the Group is currently undertaking.

 
                                                             Number      Number 
                                                          of Shares   of Shares 
                                                               2011        2010 
                                                                m's         m's 
 
Basic weighted average number of shares for the year          175.5       175.3 
Impact of share options outstanding                             0.1         0.2 
                                                            _______     _______ 
Diluted weighted average number of shares for the year        175.6       175.5 
                                                            _______     _______ 
Actual number of shares in issue as at 31 December            175.5       175.5 
                                                            _______     _______ 
 
 
 4. Dividends 
                                                                       2011        2010 
                                                                      EUR'm       EUR'm 
 Amounts recognised as distributions to equity shareholders in 
  the year 
 Final 2010 dividend of 20.00 cent per A ordinary share paid 
  13 May 2011 
  (Final 2009 dividend of 17.30 cent per A ordinary share paid 
  14 May 2010)                                                         35.2        30.3 
 
 Interim 2011 dividend of 9.80 cent per A ordinary share paid 
  11 November 2011 
  (Interim 2010 dividend of 8.80 cent per A ordinary share paid 
  12 November 2010)                                                    17.2        15.4 
                                                                   ________   _________ 
                                                                       52.4        45.7 
                                                                   ________   _________ 
 
 

Since the year end the Board has proposed a final 2011 dividend of 22.40 cent per A ordinary share. The payment date for the final dividend will be 11 May 2012 to shareholders registered on the record date as at 13 April 2012. These consolidated financial statements do not reflect this dividend.

 
 5. Business combinations 
 
 During 2011, the Group completed 14 bolt on acquisitions, all of which are 100% owned by the 
  Group. 
 
                          Acquirees' Carrying Amount before Combination         Fair Value Adjustments 
                        __________________________________________          _____________________________ 
 
                                Cargill                                                        Alignment of 
                                Flavour                                                          Accounting 
                                Systems            Other            Total     Revaluations         Policies      Total 
                                   2011             2011             2011             2011             2011       2011 
                                  EUR'm            EUR'm            EUR'm            EUR'm            EUR'm      EUR'm 
 
 Recognised amounts of identifiable assets acquired and liabilities assumed: 
 Non-current assets 
  Property, plant and 
   equipment                       31.7             37.3             69.0            (0.7)                -       68.3 
  Brand related 
   intangibles                        -                -                -            123.2                -      123.2 
  Computer software                 0.3              0.3              0.6            (0.2)                -        0.4 
 Current assets 
  Inventories                      25.3             17.1             42.4                -            (2.5)       39.9 
  Trade and other 
   receivables                     22.4             16.7             39.1                -                -       39.1 
 Current liabilities 
  Trade and other 
   payables                      (26.9)            (5.2)           (32.1)              9.1            (1.0)     (24.0) 
 Non-current 
 liabilities 
  Deferred tax 
   liabilities                        -                -                -            (5.6)                -      (5.6) 
  Other non-current 
   liabilities                        -            (8.1)            (8.1)              8.1                -          - 
                               ________         ________         ________         ________         ________   ________ 
 
 Total identifiable 
  assets                           52.8             58.1            110.9            133.9            (3.5)      241.3 
                               ________         ________         ________         ________         ________ 
 
 Goodwill                                                                                                        145.1 
                                                                                                              ________ 
 
 Total consideration                                                                                             386.4 
                                                                                                              ________ 
 
 Satisfied by: 
 Cash                             172.6            189.0            361.6                -                -      361.6 
 Contingent 
  consideration                       -              1.2              1.2                -                -        1.2 
 Deferred payment                     -              1.1              1.1                -                -        1.1 
 Fair value gain on 
  previously held 
  interest                            -             22.5             22.5                -                -       22.5 
                               ________         ________         ________         ________         ________   ________ 
 
                                  172.6            213.8            386.4                -                -      386.4 
                               ________         ________         ________         ________         ________   ________ 
 
 

The acquisition method of accounting has been used to consolidate the businesses acquired in the Group's financial statements. Since the valuation of the fair value of assets and liabilities recently acquired is still in progress, the above values are determined provisionally. There have been no material revisions of the provisional fair value adjustments since the initial values were established for each of the acquisitions completed in 2010. The cash discharged figure above includes EUR5.3m of net debt taken over at the date of acquisition.

The goodwill is attributable to the expected profitability, revenue growth, future market development and assembled workforce of the acquired businesses and the synergies expected to arise within the Group after the acquisition. EUR24.1m of goodwill recognised is expected to be deductible for income tax purposes.

Transaction expenses related to acquisitions of EUR3.9m were charged against non-trading items in the Group's Consolidated Income Statement during the year.

The contingent consideration arrangements require specific contractual obligations to be met before a settlement is made. These contractual obligations vary in relation to the acquisitions to which they relate. The estimated fair value of these obligations at the acquisition date was EUR1.2m. The potential amount of all future payments which the Group could be required to make under these arrangements is approximately between EUR1.2m and EUR2.3m.

The fair value of the financial assets includes trade and other receivables with a fair value of EUR39.1m and a gross contractual value of EUR41.2m.

The principal acquisitions completed during 2011 are summarised as follows:

In January 2011, the Group acquired the following:

- the Unilever Frozen Savory Foodservice business based in Texas and North Carolina USA, which develops and markets a variety of frozen soups, frozen sauces and meal solutions;

- the business and assets of UK based Headland Foods. Headland Foods is a leading manufacturer of frozen customer branded ready meals supplying major retailers in the UK. The Competition Commission in the UK formally cleared the completed acquisition of Headland Foods in December 2011; and

- EBI Cremica, a provider of food coating systems to the food processor and foodservice sectors in India.

The Group acquired General Cereals S.A. in June 2011, based in Argentina the acquired company manufactures extruded cereals for a range of customers.

The Group acquired the business and assets of Lactose India in September 2011, which manufactures lactose based products for the pharmaceutical market.

In October 2011 the Group acquired SuCrest GmbH, a leading provider of sweet ingredients to the bakery, ice-cream, confectionery, cereal and snack sectors in European markets. Production and product development facilities are located in Germany and Belarus.

In December 2011, the Group acquired the following:

- the Cargill Flavour Systems business (CFS). This business has well-established flavour technology development expertise serving a global customer base from its integrated flavour development centres in France, the UK, South Africa, India, Malaysia, China, the USA, Puerto Rico, Mexico and Brazil;

- the business and assets of FlavourCraft, the acquired business based in South Africa, is a provider of flavourings and food formulations to regional savoury and food markets; and

- the business and assets of IJC, which was part of the Australian Windsor Farms Foods sweet ingredients business. The business supplies sweet ingredients to the bakery and confectionery end-use markets.

In addition, the Group acquired the remaining controlling interest in Esterol Sdn. Bhd which is a manufacturer of food emulsifiers. The initial investment was acquired by the Group as part of a previous business combination. The interest not controlled was not material and was held in non-current liabilities. On acquiring control the Group, as required under IFRS 3 (2008) 'Business Combinations', re-measured its existing interest at fair value with the resulting gain recognised in the Consolidated Income Statement. The Group also completed a number of smaller acquisitions in the UK, Canada and Central America.

The main acquisitions contributed revenue of EUR56.6m to the Group in 2011. If these acquisitions had been completed on 1 January 2011, total Group revenue for the year would have been EUR5,507.1m.

During 2011 after allowing for acquisition related costs the main acquisitions contributed a loss after tax of EUR10.8m. If these acquisitions had been completed on 1 January 2011, the Group profit after tax would have been EUR370.6m.

Due to the fact CFS was acquired near the end of 2011, the revenue included in the Group's reported revenue is not material and loss after tax and acquisition related costs included in the Group results was EUR3.5m. In a full year CFS is expected to contribute revenue of EUR142.9m.

6. Events after the balance sheet date

 
 
 Since the year end, the Group has proposed a final dividend of 22.40 cent per A ordinary share 
  (note 4). 
 There have been no other significant events, outside the ordinary course of business, affecting 
  the Group since 31 December 2011. 
 

7. General information and accounting policies

The financial information set out in this document does not constitute full statutory financial statements for the years ended 31 December 2011 or 2010 but is derived from same. The Group's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), applicable Irish law and the Listing Rules of the Irish and London Stock Exchanges. The Group's financial statements have also been prepared in accordance with IFRSs adopted by the European Union and therefore comply with Article 4 of the EU IAS Regulation.

The 2011 and 2010 financial statements have been audited and received unqualified audit reports. The 2011 financial statements were approved by the Board of Directors on 20 February 2012.

The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial asset investments and financial liabilities (including derivative financial instruments), which are held at fair value. The Group's accounting policies will be included in the Annual Report & Accounts to be published in April 2012.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR GMGZZRGGGZZM

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