Carlsberg A/S Ny Carlsberg Vej 100 Tel +45 33 27 33 00 1760 København V CVR no: 61056416 COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 1 of 32 INTERIM RESULTS AS AT 30 SEPTEMBER 2008 Strong brands drive resilient value performance compensating for lower volume growth • For the first nine months, organic beer volume growth totalled 4% (32% including acquisitions). Volume growth has been driven by double digit growth in Asia and reasonable strong growth in Eastern Europe. • In the first nine months of 2008, Carlsberg achieved progress in underlying operations in all geographic segments. Net revenue was DKK 45,420m, with organic growth of 7% (9% in local currencies) and operating profit before special items was DKK 6,592m with organic growth of 10% (13% in local currencies). • Eastern European full year revenue and earnings continue to be in line with previously provided expectations. Focus on positive pricing and mix, driven by strong brands, continues to benefit the Russian business and compensates for the slowdown in market growth, driven by the very bad weather and the above-average price increases this year. Russian beer market growth for this year is expected to moderate to c. 1- 2% following weak volume development in late August and in September. The overall uncertain short-term economic outlook will affect consumer spending going into 2009 but medium term volume growth is still expected to be an average of 3-5% per year. • In the third quarter, market development slowed in Northern and Western Europe to -1.7% and in Eastern Europe to -2%. In addition to the secular decline in mature markets in Northern and Western Europe, deteriorating consumer and customer sentiment has impacted short term performance in this region. In Eastern Europe the performance was impacted by the very bad weather. Strong value growth in Eastern Europe continues, driven by positive pricing and mix which more than compensates for the lower market volume growth. • Deteriorating markets in the United Kingdom and the Baltics have impacted earnings in Northern and Western Europe. Today, Carlsberg announced the proposed closure of the brewery in Leeds. Earlier in October, Carlsberg announced restructuring plans in Estonia to promptly address the challenges in the Baltic area and today a further downsizing of the Baltics was announced - all in all a headcount reduction of more than 80. • The integration of acquired business from S&N is on track and Carlsberg remains fully committed to extracting confirmed synergies of approx. DKK 1.3bn. In Northern and www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 2 of 32 Western Europe, the main restructuring programme in France has been announced and the integration plans in Eastern Europe are advancing in line with plans. • Reduction of interest bearing debt has high priority. The sale of the activities in Turkey was completed 23 October and the proceeds have been received. Working capital programmes, scrutiny of capex programmes, etc are well under way. Carlsberg has sufficient funding surplus through major committed credit facilities and can decide - even at the current debt level, i.e. without any further debt reduction - not to refinance in the market until 2011. Only 35% of the net financial debt is on floating interests and an average interest rate ("all in") on financial debt of around 6% is still valid. • Full year earnings expectations are marginally revised, primarily reflecting negative impact from the United Kingdom and the Baltics and the impact from the current consumer and customer sentiment. For Eastern Europe, the earnings expectations follow previous forecast. Operating profit in the brewing activities is expected to grow organically to around DKK 5.4bn (c. +8% vs. previously expected c. +12%). The contribution of approximately DKK 300m from other activities is confirmed. Including the contribution from acquired businesses the total operating profit for the current year is thus c. DKK 7.9bn (previously expected to be c. DKK 8.1bn). Contacts: Investors Mikael Bo Larsen +45 3327 1223 Media Jens Peter Skaarup +45 3327 1417 Carlsberg will present the financial statements at a conference call for analysts and investors today at 9.30 am CET (8.30 am GMT). The conference call will refer to a slide deck, which will be available beforehand at www.carlsberggroup.com. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 3 of 32 KEY FIGURES AND FINANCIAL RATIOS DKK million Q3 Q3 9 mths 9 mths 2007 20- 2007 2008 2007 8 Total sales volumes (million hl) Beer 36- 33.3 97.9 89.3 115.2 6 Soft drinks 6.1 5.6 16.9 15.8 20.8 Income statement Net revenue 18,- 12,430 45,420 33,932 44,750 43 Operating profit items 3,- 2,078 6,592 4,334 5,262 54 Special items, net -1- -42 -297 -184 -427 9 Financial items, -8- -277 -2,175 -773 -1,201 net 3 Corporation tax -5- -461 -1,210 -865 -1,038 3 Consolidated 1,4- 1,298 2,910 2,512 2,596 profit 9 Attributable to: Minority interests 188 120 403 252 299 Shareholders in 1,2- 1,178 2,507 2,260 2,297 Carlsberg A/S 1 Balance sheet Total assets 153,357 61,257 61,220 Invested capital 127,695 45,651 45,394 Interest-bearing 46,323 20,135 19,726 debt, Equity, in Carlsberg A/S 61,813 19,038 18,621 shareholders Cash flow Cash flow from 2,1- 1,366 4,233 3,009 4,837 operating 0 activities Cash flow from -1,- -1,003 -55,863 -3,107 -4,927 investing activiti 98 es Free cash flow 652 363 -51,630 -98 -90 Financial ratios Operating margin %16- 16.7 14.5 12.8 11.8 6 Return on average (ROIC) (ROIC) 9.7 10.8 11.7 invested capital Equity ratio % 43.6 31.1 32.6 Debt/equity ratio x 0.7 1.1 1.0 (financial Interest cover x 3.0 5.6 4.4 Stock market ratios* Earnings per share - 8.0 12.4 23.3 23.7 24.1 (EPS) - K Cash flow from per share per share 14- 14.3 39.4 31.6 50.8 operating 1 activities (CFPS) Free cash flow per - 4.3 3.8 -480.7 -1.0 -0.9 share (FCFPS) - K Share price - 398 576 498 (B-shares) - K Number of shares 152- 76,278 152,554 76,278 76,246 (period-end) 1,0- 0 554 Number of shares (average, excl. treasury 15- 95,274 107,405 95,288 95,282 ,1- 000 553 shares) * Adjusted for bonus factor from rights issue in June 2008 in accordance with IAS 33. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 4 of 32 BUSINESS DEVELOPMENT Carlsberg has continued to develop its business in line with its stated strategy, building on the strong brand portfolio and execution skills throughout the regional operations. Beer market growth reflects the secular decline in mature Northern and Western Europe, positive development in Eastern Europe and continuing strong growth in Asia. Third quarter volumes in Northern and Western Europe have been slightly lower than trend volumes as primarily the United Kingdom and the Baltic markets have been severely hit by sharp declines in consumption driven by on-trade in the United Kingdom and deteriorating economies across the Baltics. In Eastern Europe and Asia, growth continued in the third quarter, although the expected recovery of growth in the Russian beer market did not materialize primarily due to extremely poor weather and a strong value focus. Some negative impacts were seen on overall market growth due to decline in consumer and customer sentiments in the latter part of the third quarter, although beer is proven to be one of the most resilient categories to changes in economics. Carlsberg Group beer volumes were up 32% to 83.6m hl of beer (calculated pro rata) versus 63.2m hl in the first nine months of 2007. Organic growth accounted for 4% of this increase and acquisitions for 28%. The international brands Carlsberg, Tuborg and Baltika continued to grow, achieving volume increases of 2%, 11% and 17% respectively. The Carlsberg brand benefited from increased sales in connection with the EURO 2008 football championships and the fact that volumes in Malaysia have increased after the restructuring programme put in place last year. Tuborg's growth was mainly due to the continued unparalleled success in Eastern Europe. Likewise, the Baltika brand is growing rapidly in Russia and in export markets. Net revenue climbed 34% to DKK 45.4bn (DKK 33.9bn in the nine months of 2007); organic growth amounted to 7% (9% in local currencies). Strong focus on brand driven value growth through pricing and mix continue. Price increases have been implemented throughout the year, including the third quarter, increasing average sales prices per litre of beer. However, above average volume growth in low-priced markets capped the net effect of growth on net revenue per hl beer to 4%. Operating profit before special items increased by 52% to DKK 6,592m (DKK 4,334m in the first nine months of 2007), with organic growth of 10% (13% in local currencies). Beverage activities generated DKK 6,197m against DKK 4,167m in the first nine months of 2007, an increase of 49%, 5% of which can be attributed to organic growth (8% in local currencies). This improvement has been driven by continued growth in Eastern Europe and Asia. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 5 of 32 Despite beer being a non-cyclical consumer product and relatively resistant to wider macro economic developments, the very turbulent global economic climate and a more negative consumer and customer sentiment across most markets have created a more challenging business environment. Against this background, Carlsberg is further accelerating its focus on significant in-house cost cutting and efficiency initiatives that will deliver value. Plans for securing transaction synergies of DKK 1.3bn have been fully validated and are being implemented in France, Greece and the former BBH countries. Ongoing efficiency improvements include the closure of the Valby brewery in Copenhagen by year end realising expected annual earnings improvements. Management changes have taken place in both the United Kingdom and France recently, substantial restructuring programmes will be carried out in France, and today Carlsberg has announced a proposal to close the Leeds brewery in the United Kingdom in 2011. The proposed closure of the Leeds brewery is expected to improve the efficiency of operations in a challenging market in the United Kingdom. To address the worsening economies in the Baltics, Carlsberg has already announced restructuring programmes in Estonia and today Carlsberg has announced a downsizing of the Baltic companies - all in all a total headcount reduction of more than 80. Finally, it was today announced that Sinebrychoff in Finland will reduce its workforce in 2009 by approx. 60 employees due to the transfer of the remaining refillable plastic bottles to one-way PET bottles. NORTHERN AND WESTERN EUROPE DKK million Q3 Q3 Change 9 mths 9 mths Change 2008 2007 (%) 2008 2007 (%) 2007 Beer sales (million 15.4 12.2 26 38.9 33.7 15 44.4 hl) Net revenue 10,804 8,624 25 28,213 24,099 17 32,087 Operating profit 1,401 1,179 19 3,106 2,652 17 3,383 Operating margin 13.0 13.7 -0.7 11.0 11.0 0.0 10.5 Total beer market development in the region indicates an average decline of 1.5% vs. last year for the first nine months and around 1.7% for the third quarter. This reflects various factors including the smoking ban in the United Kingdom, France and Germany; decline in Denmark due to a higher consumer campaign price on beer, the economic slowdown specifically in the Baltics affecting consumer spending, and then a worsening consumer and customer sentiment in general. A large market like the United Kingdom is experiencing significant decline in on-trade vs. last year (-9%), whereas the beer markets in Norway, Switzerland and Bulgaria continue to grow with increases of 1-3%. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 6 of 32 Total beer volumes were 38.9m hl against 33.7m hl in the nine months of 2007. This includes a total of 5.3m hl from the activities acquired in France, Greece and the Baltics. Across the region, Carlsberg achieved stable volume performance organically and the market share was at level with last year. Other beverages achieved a total volume of 12.5m hl, which organic was at level with last year. Net revenue was DKK 28,213m against DKK 24,099m in the first nine months of 2007, equal to an increase of 17% (3% organic growth and 14% from acquisitions). Organic growth has been achieved throughout the region except for the United Kingdom mainly due to the effects from the loss of legacy contracts. One of the key priorities for the region has been to focus on portfolio value management and to increase beer prices to mitigate for the substantial increase in input prices. Average sales prices on beer in the period have increased by approximately 5% compared to last year, compensating for higher prices on key inputs like malt, hops and bottles. Total beer net revenue (organic) increased by 5%, reflecting the price effect of +5%, a volume effect of 0%, a mix effect of +1% and currency impact of -1%. The positive mix effect has been slightly off-set by negative channel mix from a change in consumer behaviour as a consequence of the toughening economic environment. The pressure from cost inflation continued in the third quarter and additional price increases have been implemented. As part of Carlsberg's on-going ambition to accelerate efficiency, the roll-out of Excellence programmes in newly acquired assets continues and significant restructuring projects are already being rolled out in France, the United Kingdom, and the Baltics to ensure future profitability. Operating profit growth was 17%, reflecting an organic development of -4% and growth from acquisitions of +21%. Adjusting the organic growth for non-recurring income in 2007 (the discontinued legacy payments on the former Punch Taverns contract in the United Kingdom and the gain from sale of real estate in Poland in 2007), underlying operating profit in the region is growing on a year to date basis. In the third quarter, the toughening market environment in the United Kingdom, especially in the on-trade, contributed to the organic decrease in operating results. The market development in the United Kingdom more than explains the slight decline in organic beer volumes in the third quarter in Northern and Western Europe. United Kingdom was the only market in the third quarter with net revenues below last year. Operating results in the third quarter was thus impacted by the market and negative channel development in the United Kingdom, by the termination of the legacy payments end last year in the United Kingdom, by the slow down of the economies across the Baltics and, to a certain extent, to additional "one-off" costs in Denmark, primarily related to external sourcing during the transfer of production equipment from the production site in Valby to the brewery in Fredericia. This all had a negative impact on results and organic operating profit decreased by 8%. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 7 of 32 EASTERN EUROPE DKK million Q3 Q3 Change 9 mths 9 mths Change 2008 2007 (%) 2008 2007 (%) 2007 Beer sales (million 15.5 8.5 83 35.9 21.8 64 27.7 hl) Net revenue 6,661 3,069 117 14,521 7,592 91 9,658 Operating profit 1,637 806 103 3,310 1,789 85 2,134 Operating margin 24.6 26.3 -1.7 22.8 23.6 -0.8 22.1 Following the first half year volume growth of 2.4%, the Russian beer market growth was expected to accelerate in the second half of the year. However, in the last part of August and all of September, the weather has been unseasonably rainy and cold compared to last year, with average temperatures in most regions 2-4 degrees centigrade below last year. This has significantly affected outdoor consumption and summer promotion programmes, leading to a sharp decline in volumes, and reducing third quarter market development to c. -1%. For the first nine months of the year market growth has been 1%. Despite the slowing market growth, the premiumisation trend vs, last year continues as Russian consumers trade up to more premium products such as Baltika and Tuborg. However, higher than average price increases in the low-priced segments of the market combined with higher duties have adversely affected demand. The poor weather in the region in the key third quarter sales period has also significantly reduced overall growth levels in the other Eastern European countries. However, beer markets in these countries have still grown in the first nine months of the year with +2% in Ukraine; +3% in Kazakhstan, +4% in Uzbekistan and +10% in Belarus. The Russian business achieved a market share of 38.0% (37.7% in the first nine months of 2007). Third quarter volume market share has been flat, but more importantly gains were made with respect to value market share. Year-to-date development was driven by strong development for the Baltika brand (especially Baltika 7 and Baltika Cooler) which, despite moderate market growth, achieved a volume increase of 16%, and similarly positive development for the Tuborg brand, with growth of 24%, whilst the now wholly owned premium brand Kronenbourg grew by 42%. Although the growth in the Ukraine in the first nine months of the year has slowed, mainly impacted by the poor weather and flooding, the business is still performing extremely well driven by last year's relaunch of Slavutich, the positive development in the Baltika brand and the much improved business model. Total beer volume increased by 22% in the first nine months compared with the same period of 2007, leading to a significant volume market share gain of 3.5 percentage points to 23.9%. In both Kazakhstan and Uzbekistan the businesses continue to win market shares and market shares are now at 47.6% (up 4.2% against last year) and 33.6% (first year in business) www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 8 of 32 which already now makes Sarbast the no. 1 brand and Carlsberg Uzbekistan the no. 1 brewer in Uzbekistan. Total beer volumes in the Eastern European business climbed to 35.9m hl equal to a growth of 65%. Organic volume growth amounted to 7%. Third quarter organic volume development was flat following a sharp decline in Ukraine. Net revenue climbed to DKK 14,521m against DKK 7,592m in the first nine months of 2007. Acquisitions contributed with net revenue of DKK 5,786m in the period. Organic growth was 15% (22% in local currencies) driven by strong value focus (mix and price) and volume growth. Growth in net revenue can be attributed to the strong performance of the Baltika and Tuborg brands. Price increases contributed c. 11% and mix a further c. 4%, whilst exchange rate movements impacted reported net revenue negatively by c. 7%. Higher net revenue per hl was driven by price increases and mix improvement, reflecting the ongoing strong focus on balancing volume and value growth. In 2008, more focus has been on value than on volume to offset the negative impact on total cost of sales from higher costs for key inputs like malt, hops and glass bottles. Capacity expansion projects were to a large extent finalized in the first half of 2008, including investments in the green field brewery in Novosibirsk in Russia, which started production in the spring. Total production capacity in Russia is now c. 50m hl, leaving Carlsberg's Russian operations well positioned to capture further growth in the market without significant additional investments in capacity across Eastern Europe. Operating profit was DKK 3,310m against DKK 1,789m in the first nine months of 2007. Organic growth was 13% (19% in local currencies) driven by continuously strong results in Russia. Operating margin for the nine month period was 22.8% against 23.6% last year. This includes amortisations on additional value from purchase price allocation (PPA) of the S&N transaction (with no impact on cash-flow) amounting to DKK -199m. Excluding this, the profit margin would have been 24.2% against 23.6% last year (in the third quarter 26.4% against 26.3% in the same period last year). Due to the above mentioned weather impact on beer consumption in the region, organic net revenue development (in local currencies) moderated to 13% in the third quarter. As consumers also traded up in the third quarter, Carlsberg's value focus enabled it to increase organic operating profit (in local currencies) by a healthy 15%. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 9 of 32 ASIA DKK million Q3 Q3 Change 9 mths 9 mths Change 2008 2007 (%) 2008 2007 (%) 2007 Beer sales (million 3.1 2.7 14 8.8 7.7 14 9.9 hl) Net revenue 932 746 25 2,571 2,177 18 2,886 Operating profit 145 107 36 386 290 33 366 Operating margin 15.6 14.3 1.3 15.0 13.3 1.7 12.7 Beer volumes grew in most markets across the region, continuing the positive trend from previous quarters. Although economic growth has slowed slightly in mainland China, beer volumes are still growing at double digits and markets are significantly up in both Cambodia and Laos. In Vietnam, market volumes are down 8%, affected by poor weather in the beginning of the year, as well as high inflation negatively impacting the economy. In the first nine months of the year beer volumes rose by 14% to 8.8m hl. Organic volume growth amounted to 13%. Reflecting general market trends, the Chinese business contributed significantly with organic volume growth of 14%. Malaysia also contributed to the positive performance following last year's changes to the business model which has successfully repositioned the business. Net revenue increased by 18% to DKK 2,571m (DKK 2,177m in the first nine months of 2007). The increase in net revenue calculated in local currencies was an even stronger 23%. In general net revenue per hl is positively affected by price increases and by more Carlsberg Chill sales in China, but fast growth in low-priced countries and adverse foreign exchange movements have reduced average sales prices. Operating profit was DKK 386m, an increase of 33% (DKK 290m in the first nine months of 2007); on an organic basis, in local currencies, it increased 40%. The positive development was in particular driven by improvements in Malaysia, but positive contributions also came from China, Singapore, and Cambodia. Development in the third quarter was overall in line with year-to-date performance with organic growth (local currencies) in net revenue of 27% and in operating profit of 38%. CENTRAL COSTS (NOT ALLOCATED) Central costs totalled DKK 619m against DKK 565m in the first nine months of 2007. These costs are incurred for ongoing support of the Group's overall operations and development and not least driving Excellence Programmes, including in particular costs of running the headquarter, costs incurred in connection with business development projects, and costs for central marketing, including sponsorships. The increase to last year of DKK 53m are primarily related to phasing of project costs in 2007 and an www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 10 of 32 upgraded headquarter organisation. The Euro 2008 related costs have also been a driver compared to last year. OTHER ACTIVITIES In addition to beverage activities, Carlsberg has interests within sale of real estate, primarily at its former brewery sites, and the operation of the Carlsberg Research Centre. These activities generated operating profit of DKK 395m against DKK 167m in the first nine months of 2007. Monetising the value of redundant assets, including brewery sites which are no longer used in operations, remains an important focus to provide additional capital to the rest of the Group and enhance return on invested capital. The planning process for Valby is coming close to an end with zoning and planning expected to be finalized before year end. On the Tuborg area, Carlsberg will this year have sales proceeds of more than DKK 1bn and gain on sales of some DKK 450m. COMMENTS ON THE FINANCIAL STATEMENTS ACCOUNTING POLICIES The present interim report has been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU, and additional Danish regulations governing presentation of interim reports by listed companies. The interim report has been prepared using the same accounting policies as the Annual Report for 2007. In 2008, EU has adopted "Amendments to IAS 39 and IFRS 7: Reclassification of Financial Assets" effective 1 July 2008. The adoption of this standard has not affected recognition and measurement. Since the Interim Results as at 30 June 2008, a new segmentation format for reporting the Group's results has been applied. The new segmentation reflects the structure used for internal control and monitoring of the Group's strategic and financial targets. Acquisition of S&N The total preliminary cash acquisition price (i.e. following deduction of acquired debt; equity value) of the acquisition of the activities of S&N is DKK 52,108m including costs. Enterprise value is still expected to be approximately DKK 57bn. The total acquisition price depends on net interest-bearing debt in S&N on 28 April 2008, which has not yet been finalised and agreed with the consortium partner. This means the acquisition price will be amended at a later stage. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 11 of 32 Assets, liabilities and contingent liabilities in the acquired entities are to be measured at fair value on the acquisition date (28 April 2008). Work on this has proceeded as planned throughout the quarter but has not yet been fully completed for any of the acquired entities. The combined opening balance sheet recognised in the interim report at 30 September 2008 is therefore not final and, in accordance with IFRS, will be amended in subsequent accounting periods. Most significant changes are expected to relate to intangible assets and property, plant and equipment. The negative impact on the income statement, among other things as a result of increased amortisation of fair value adjustments, is on par with the estimates made in the prospectus (approximately DKK 220m for the period May to September). INCOME STATEMENT In the first nine months of the year, Carlsberg generated net revenue of DKK 45,420m (DKK 33,932m in the first nine months of 2007). DKK 9,257m of the total revenue increase of DKK 11,488m were derived from acquired activities. Organic growth in revenue was 7% compared with the same period of 2007 (9% in local currencies). The development was driven by positive contributions from all geographic segments. Beer sales represented DKK 36,290m of total revenue (DKK 25,103m in the first nine months of 2007), equivalent to 80% (74% in the first nine months of 2007). Gross profit was DKK 22,016m (DKK 17,173m in the first nine months of 2007), with acquired activities representing DKK 4,299m of this. Organic growth was DKK 544m (+3%). Volume growth in addition to price rises and a more profitable product mix for beer, which more than compensated for higher prices on key inputs, ensured an increase in gross profit. The gross margin was 48.5%, which was 2.1 percentage points lower than in the same period of 2007. Sales and distribution costs amounted to DKK 13,211m, an increase of DKK 2,350m compared to the same period in 2007. Acquired activities represented DKK 2,004m and organic development DKK 346m (+3%) including the effect of higher fuel costs. Administrative expenses rose by DKK 484m to DKK 2,818m, with acquired activities representing DKK 456m and organic development DKK 28m (+1%). This development continues to reflect an increased level of activity on the growth markets on the one hand and a focus on adjusting the cost base on the other. Other operating income, net, was DKK 537m against DKK 290m in the same period of 2007. This development can primarily be attributed to gains on the sale of real estate. Share of profit after tax in associated companies totalled DKK 68m against DKK 66m in 2007. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 12 of 32 Operating profit before special items was DKK 6,592 against DKK 4,334m in the first nine months of 2007. Beverage activities generated a profit of DKK 6,197m against DKK 4,167m in the first nine months of 2007. Acquired activities represented DKK 1,821m of the total increase on beverage activities of DKK 2,030m and organic development DKK 209m (+5%). This positive development was attributable to higher profits in Eastern Europe and Asia. Finally, the profit contribution from other activities, including sale of real estate, was DKK 395m against DKK 167m in the first nine months of 2007. Special items, net, were DKK -297m against DKK -184m in the first nine months of 2007, and mainly comprise restructuring costs and redundancies in connection with the Excellence programmes and special items in Türk Tuborg. Net financial items were DKK -2,175m against DKK -773m in the first nine months of 2007. Net interest was DKK -1,723m against DKK -805m in the same period of 2007, and is mainly attributable to the higher level of debt due to the acquisition of the activities of S&N, as well as higher interest rates. Other net financial items were DKK - 452m (DKK +32m in the first nine months of 2007). This change is particularly related to one-off costs in connection with the establishment of the financing of the S&N transaction (approximately DKK 250m) and to the fact that part of the premium on currency options acquired to hedge exposure to GBP in connection with the acquisition of part of S&N's activities has been charged to the income statement (DKK -110m). Tax totalled DKK 1,210m against DKK 865m last year. The higher tax rate (29.4%) in the first nine months of 2008 is primarily due to the effect of tax withheld on dividends received. Consolidated profit was DKK 2,910m against DKK 2,512m in the same period of 2007. Minority interests' share of this was DKK 403m against DKK 252m in the first nine months of 2007, reflecting the continued progress in Russia and Malaysia on the one hand and the fact that minorities in BBH have been recognised at 100% since 1 May on the other hand. Carlsberg's share of profit was DKK 2,507m against DKK 2,260m in the same period of 2007. BALANCE SHEET At 30 September 2008, Carlsberg had total assets of DKK 153,357m against DKK 61,257m at 30 September 2007. The increase primarily relates to the acquisition of the activities of S&N as well as to the revaluation of the originally owned 50% of BBH to market value. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 13 of 32 Assets Intangible assets totalled DKK 88,629m against DKK 21,249m at 30 September 2007. The total increase of DKK 67,380m includes an addition of DKK 51,947m from the S&N transaction and DKK 14,381m from revaluation of the existing ownership share of the BBH Group. Acquired brands were DKK 16,854m. Property, plant and equipment totalled DKK 35,479m (DKK 21,700m at 30 September 2007). The total increase of DKK 13,779m includes an addition of DKK 11,909m from the S&N transaction. The remainder of the increase primarily reflects particularly high capital expenditure due to capacity expansions in the growth markets and investments in connection with capacity efficiency projects in Denmark and Italy. These investments are in line with previously adopted plans. Financial assets amounted to DKK 5,630m (DKK 3,066m at 30 September 2007), primarily as a result of investments in Chongqing Brewery, an increase in financial receivables mainly due to increase in long term trade loans from the S&N transaction, prepayment on acquisition of shares in Habeco, and deferred tax assets. Current assets totalled DKK 22,571m against DKK 15,181m at 30 September 2007, an increase of DKK 7,390m. Through the S&N transaction, current assets at the value of DKK 6,860m were acquired. Liabilities Total equity was DKK 66,847m, of which DKK 5,034m can be attributed to minority interests and DKK 61,813m to shareholders in Carlsberg A/S. The increase in equity compared to 30 September 2007 of DKK 46,310m is due partly to the share issue, which generated net proceeds of approximately DKK 30bn for Carlsberg, and partly to equity adjustments of approximately DKK 13bn regarding value adjustment to fair value of the already owned net assets in BBH prior to the acquisition. Costs directly set off against equity at the capital increase amount to DKK 686m. Equity before minority interests has also been affected by profit for the period (DKK 2,507m), foreign exchange, value adjustments and other adjustments (DKK -493m), and tax on changes in equity (DKK 229m). Dividends to shareholders and minority interests reduced equity by DKK -458m. Value adjustments mainly concern currency options concluded to hedge the exposure to GBP related to the S&N transaction. The currency options were settled in April 2008, after which forward contracts were concluded for the purchase of GBP 5.5bn at a total weighted average exchange rate (DKK/GBP) of 945.79, also to hedge the exposure to GBP related to the S&N transaction. Value adjustment of the effective part of the hedging element of both currency options and forward contracts has been recognised in equity. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 14 of 32 Total liabilities were DKK 86,510m (DKK 40,720m at 30 September 2007). The total increase of DKK 45,790m primarily relates to the S&N transaction. Current liabilities were DKK 27,101m (DKK 15,227m at 30 September 2007). CASH FLOW AND INTEREST-BEARING DEBT Cash flow from operating activities was DKK 4,233m against DKK 3,009m in the first nine months of 2007. Operating profit before depreciation and amortisation was DKK 9,231m against DKK 6,439m in the same period of 2007. The change in working capital was DKK -881m (DKK -1,244m in the first nine months of 2007). Working capital includes a positive contribution from the contract concluded with The Coca-Cola Company, whereas a generally higher level of activity including the activities acquired from S&N adds to working capital requirements. In spite of the significantly higher activity level change in working capital in the third quarter was DKK -212m versus DKK -572m last year. Paid net interest etc. amounted to DKK -2,206m against DKK -826m for the same period of 2007, which mainly reflects higher financing costs due to the S&N transaction. Cash flow from investing activities was DKK -55,863m against DKK -3,107m in the first nine months of 2007. This marked increase is essentially attributed to the S&N transaction, representing DKK 50,830m. Also operational investments have increased by DKK 1,103m, which can largely be attributed to capacity expansions and brewery constructions in Eastern Europe (Russia, the Ukraine and Uzbekistan) as well as capacity efficiency projects in Denmark and Italy related to brewery closures. It should be noted that investments in former BBH are included at 50% for the first four months of the year and at 100% for subsequent months. Consequently, free cash flow was DKK -51,630 against DKK -98m in the first nine months of 2007. Cash flow directly related to the S&N acquisition is included with the above DKK -50,830m, whilst free cash flow excluding S&N was DKK -800m. Net interest-bearing debt was DKK 46,323m at 30 September 2008 against DKK 19,726m at year-end 2007. This development essentially reflects increased borrowing related to the S&N transaction less the cash contribution from the capital increase. FINANCING At 30 September 2008, the net financial debt amounts to DKK 47.7bn. The difference of DKK 1.4bn to the net interest bearing debt is other interest bearing assets. The net financial debt includes DKK 4.3bn in cash and cash equivalent. Of the net financial debt of DKK 47.7bn, DKK 43.6bn (91%) is long term, i.e. with maturity more than one year from 30 September 2008, and consists primarily of facilities in DKK and EUR. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 15 of 32 Committed credit facilities are more than sufficient to refinance maturing short term debt. Approximately 65% is fixed interest (fixed-interest period exceeding one year). The additional annual interest expense if interest rates increase by 1%-point is approx. DKK 165m (and vice versa should the interest rate be reduced with 1%-point). EARNINGS EXPECTATIONS Based on business development in the first nine months of the year and estimates for the remaining part of the year Carlsberg expects organic growth of c. 7% (previously expected to be c. 10%) in net revenue for 2008. Combined with net revenue from the acquired activities, this is expected to result in total net revenue of DKK 61bn (previously expected to be DKK 62-63bn). Operating profit from the brewing activities is expected to grow organically to around DKK 5.4bn, an increase of c. 8% (previously expected to increase c. 12%). Including a contribution of DKK 300m from other activities and inclusive of acquired activities, operating profit for the current year is expected to be c. DKK 7.9bn (previously expected to be c. DKK 8.1bn). The reduction in expected operating profit is solely driven by the development in Northern and Western Europe. The expected operating profit from Eastern Europe is in line with the plan/budget for the year. On-going restructuring throughout Northern and Western Europe, including significant initiatives in France, the UK and the Baltics, together with net loss related to sale of Türk Tuborg increase the amount of special items (costs), thus leading to expected net profit of DKK 2.6-2.7bn (previously expected to top DKK 3.0bn). This expected net profit includes all one-off items, including those from the S&N transaction: Financial fees and hedging costs on the acquisition facilities (approx. DKK 360m), effects of the purchase price allocation (approx. DKK 325m) to the profit and loss statement and special items (approx. 600m). Average number of shares for 2008 is expected to be around 118.7 million. Based on the current economic turmoil impacting consumer and customer sentiment across the geographies, Carlsberg expects a tougher business climate in the short term. However, Carlsberg still expects to achieve the previously stated financial targets which are to improve the operating margin to 14-16% in Northern and Western Europe and to 23-25% in Eastern Europe in the medium term. FINANCIAL CALENDAR FOR THE FINANCIAL YEAR 2008 - 2009 The financial year follows the calendar year, and the following schedule has been set: 18 February 2009 Financial Statement as at 31 December 2008 3 March 2009 Annual report for 2008 12 March 2009 Annual General Meeting 6 May 2009 Interim results for Q1 2009 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 16 of 32 5 August 2009 Interim results for Q2 2009 4 November 2009 Interim results for Q3 2009 Carlsberg's communication with investors, analysts and the press is subject to special restrictions during a four-week period prior to the publication of quarterly and annual financial statements. RELATED PARTY TRANSACTIONS The Carlsberg Foundation participated in the rights issue in June 2008. The Carlsberg Foundation's ownership interest is now 30.3%. Apart from this, the only transactions have been with the Carlsberg Foundation concerning grants to the Carlsberg Laboratory and dividends paid for 2007. DISCLAIMER The forward-looking statements, including forecasts on sales and earnings performance, reflect management's current expectations based on information available at the date of this document, and are subject to risks and uncertainty. Such statements are made on the basis of assumptions and expectations which the Company believes to be reasonable at this time, but which may prove to be erroneous. Many factors, some of which will be beyond management's control, may cause actual developments to differ materially from the expectations expressed. Such factors include, but are not limited to, economic and political uncertainty (including developments in interest rates and exchange rates), financial and regulatory developments, changes in demand for the Group's products, competition from other breweries, the availability and pricing of raw materials and packaging materials, price reductions resulting from market-driven price reductions, market acceptance of new products, launches of rival products, stipulation of market values in the opening balance of the acquired companies and other unforeseen factors. Should one or more of these risks or uncertainties materialise, or should any underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Carlsberg assumes no obligation to update or revise such forward-looking statements or to update the reasons for which actual results could differ materially from those anticipated in such forward-looking statements except when required by law. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 17 of 32 MANAGEMENT STATEMENT The Board of Directors and the Executive Board have today discussed and approved the interim report of the Carlsberg Group for the period 1 January - 30 September 2008. The interim report, which has not been audited or reviewed by the Company's auditor, has been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the EU, and additional Danish interim reporting requirements for listed companies. In our opinion, the interim report gives a true and fair view of the Carlsberg Group's assets, liabilities and financial position at 30 September 2008, and of the results of the Carlsberg Group's operations and cash flow for the period 1 January - 30 September 2008. Further, in our opinion the management's review (p. 1-16) gives a true and fair review of the development in the Group's operations and financial matters, the result of the Carlsberg Group for the period and the financial position as a whole, and describes the significant risks and uncertainties pertaining to the Group. Copenhagen, 5 November 2008 Executive Board of Carlsberg A/S Jørgen Buhl Rasmussen Jørn P. Jensen Board of Directors of Carlsberg A/S Povl Krogsgaard-Larsen Jens Bigum Hans Andersen Chairman Deputy Chairman Flemming Besenbacher Hanne Buch-Larsen Henning Dyremose Niels Kærgård Axel Michelsen Erik Dedenroth Olsen Bent Ole Petersen Jess Søderberg Per Øhrgaard www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 18 of 32 FINANCIAL STATEMENT Income statement Statement of recognised income and expenses Balance sheet Changes in equity Cash flow statement Note 1 Segment reporting by region (beverages) Note 2 Segment reporting by activity Note 3 Segment reporting by quarter Note 4 Special items Note 5 Borrowings and facilities Note 6 Net interest-bearing debt Note 7 Acquisition of entities This statement is available in Danish and English. In the event of any discrepancy between the two versions, the Danish version shall prevail. Carlsberg is one of the leading brewery groups in the world, with a large portfolio of beer and soft drinks brands. Its flagship brand - Carlsberg - is one of the fastest-growing and best-known beer brands in the world. More than 40,000 people work for Carlsberg in 48 countries, and its products are sold in more than 150 markets. In 2007 Carlsberg sold more than 115 million hectolitres of beer, which is about 95 million bottles of beer a day. Find out more at www.carlsberggroup.com. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 19 of 32 INCOME STATEMENT DKK million Q3 Q3 9 mths 9 mths 2007 2008 2007 2008 2007 Net revenue 18,443 12,430 45,420 33,932 44,750 Cost of sales -9,570 -6,015 -23,404 -16,759 -22,423 Gross profit 8,873 6,415 22,016 17,173 22,327 Sales and distribution expenses -4,953 -3,787 -13,211 -10,861 -14,528 Administrative expenses -1,065 -736 -2,818 -2,334 -3,123 Other operating income, 167 158 537 290 485 Share of profit after tax, associates 32 28 68 66 101 Operating profit 3,054 2,078 6,592 4,334 5,262 Special items, net -169 -42 -297 -184 -427 Operating profit 2,885 2,036 6,295 4,150 4,835 Financial income 76 151 1,179 459 651 Financial expenses -969 -428 -3,354 -1,232 -1,852 Profit before tax 1,992 1,759 4,120 3,377 3,634 Corporation tax -583 -461 -1,210 -865 -1,038 Consolidated profit 1,409 1,298 2,910 2,512 2,596 Attributable to: Minority interests 188 120 403 252 299 Shareholders in Carlsberg A/S 1,221 1,178 2,507 2,260 2,297 Earnings per share* 8.0 12.4 23.3 23.7 24.1 Earnings per share, diluted* 8.0 12.3 23.3 23.6 24.0 * Adjusted for bonus factor from right issue in June 2008 in accordance with IAS 33, excl. number of shares period- end www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 20 of 32 STATEMENT OF RECOGNISED INCOME AND EXPENSE Fair value Shareholders 9 mths in 2008 DKK million Curren- adjust- Retained Carlsberg A/S Minority Total y transl- ment earnings total interests tion Profit for the period - - 2,507 2,507 403 2,910 Foreign exchange adjustments: Foreign entities 446 - - 446 49 495 Value adjustments: Hedging instruments -903 48 - -855 - -855 Securities, transferred to income statement on disposal - -20 - -20 -5 -25 Retirement - - -86 -86 - -86 Other adjustments: Revaluation of net investment in acquired subsidiaries 1 - - 11,575 11,575 1,391 12,966 Share-based payment - 16 16 - 16 Other - 6 6 1 7 Tax on changes in equity 215 -7 21 229 - 229 Net amount recognised directly equity -242 21 11,532 11,311 1,436 12,747 Total recognised income and expenses -242 21 14,039 13,818 1,839 15,657 Fair value Shareholders 9 mths 2007 DKK million Curren- adjust- Retained Carlsberg A/S Minority Total y transl- ment earnings total interests tion Profit for the period - - 2,260 2,260 252 2,512 Foreign exchange adjustments: Foreign entities -536 - - -536 -45 -581 Value adjustments: Hedging instruments 15 314 - 329 - 329 Securities - 18 - 18 -1 17 Retirement - - -31 -31 - -31 Other adjustments: - Share-based payment - - 14 14 - 14 Other - - -2 -2 2 - Tax on changes in equity -78 -8 8 -78 - -78 Net amount recognised -599 324 -11 -286 -44 -330 directly equity Total recognised income and -599 324 2,249 1,974 208 2,182 expenses 1 The acquired companies identifiable net assets are measured at fair value at acquisition date. Fair value adjustment of net assets relating to the 50% of BBH owned by Carlsberg prior to the Acquisition is recognised as a revaluation directly in equity. Based on the preliminary assessment of fair value the revaluation is DKK 12,966 million. www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 21 of 32 BALANCE SHEET DKK million 30 Sept. 30 Sept. 31 Dec 2008 2007 2007 Assets Intangible assets 88,629 21,249 21,205 Property, plant and equipment 35,479 21,700 22,109 Financial assets 5,630 3,066 2,965 Total non-current 129,738 46,015 46,279 Inventories and trade receivables 14,188 10,343 10,159 Other receivables etc. 4,067 2,308 2,499 Cash and cash equivalents 4,316 2,530 2,249 Total current assets 22,571 15,181 14,907 Assets held for sale 1,048 61 34 Total assets 153,357 61,257 61,220 Equity and liabilities Equity, shareholders in Carlsberg A/S 61,813 19,038 18,621 Minority interests 5,034 1,499 1,323 Total equity 66,847 20,537 19,944 Borrowings 43,550 20,550 19,385 Deferred tax, retirement benefit obligations etc. 14,488 4,943 4,680 Total non-current 58,038 25,493 24,065 Borrowings 8,455 3,031 3,869 Trade payables 7,730 5,283 5,833 Other current liabilities 10,916 6,913 7,509 Total current liabilities 27,101 15,227 17,211 Liabilities associated with assets held for sale 1,371 - - Total equity and liabilities 153,357 61,257 61,220 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 22 of 32 CHANGES IN EQUITY 9 mths 2008 Shareholders in Carlsberg A/S DKK million Share Currency Fair Retained Total Total Minority Total value capital transla- adjustm- earnings reserves capital interests Equity ion nts and reserves Equity at 1 1,526 -170 67 17,198 17,095 18,621 1,323 19,944 January 2008 Total recognised - -242 21 14,039 13,818 13,818 1,839 15,657 income and expenses for the period Capital increase 1,525 - - 28,301 28,301 29,826 15 29,841 Acquisition/disp- - - - 3 3 3 - 3 sal of Dividends paid to - - - -458 -458 -458 -231 -689 shareholders Acquisition of - - - 3 3 3 2,088 2,091 minority interests and entities Total changes in 1,525 -242 21 41,888 41,667 43,192 3,711 46,903 equity Equity at 30 Sep 3,051 -412 88 59,086 58,762 61,813 5,034 66,847 2008 9 mths 2007 Shareholders in Carlsberg A/S DKK million Share Curren- Fair Retained Total Total Minority Total y value capital transl- adjustm- earnings reserves capital interests Equity tion nts and reserves Equity at 1 January 1,526 351 -20 15,740 16,071 17,597 1,390 18,987 2007 Total recognised - -599 324 2,249 1,974 1,974 208 2,182 income and expenses for the period Acquisition/disposal - - - -75 -75 -75 - -75 of treasury shares Dividends paid to - - - -458 -458 -458 -211 -669 shareholders Acquisition of - - - - - - 112 112 minority interests and entities Total changes in - -599 324 1,716 1,441 1,441 109 1,550 equity Equity at 30 Sep 20071,526 -248 304 17,456 17,512 19,038 1,499 20,537 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 23 of 32 CASH FLOW DKK Q3 Q3 Q3 Q3 Q3 Q3 9 mths 9 2007 mil- mths ion 2008 2008 2008 2008 2008 2007 2008 2007 Ope- items items items items 2,078 6,592 4,334 5,262 ati- g pro- it Adj- amortisat- amortisati- amortisati- amortisation and 719 2,639 2,105 2,872 stm- on and n and n and nt for dep- eci- tio- , im- ai- me- t Ope- before before before before depreciation, 2,797 9,231 6,439 8,134 ati- depreciat- depreciati- depreciati- g on, n, n, pro- it im- ai- me- t Adjustment for other non-cash items -121 -289 -265 -403 Cha- -212 -212 -212 -212 -212 -572 -881 -1,2- -230 ge 4 in wor- ing cap- tal1 Res- -95 -95 -95 -95 -95 -52 -291 -232 -379 ruc- uri- g cos- s paid Int- -12 -12 -12 -12 -12 107 189 186 187 rest etc. rec- ived Int- -905 -905 -905 -905 -905 -474 -2,395 -1,0- -1,507 rest 2 Cor- -620 -620 -620 -620 -620 -319 -1,331 -863 -965 ora- ion tax paid Cash flow from operating activities 1,366 4,233 3,009 4,837 Acq- property, property, property, property, plant and -1,138 -4,280 -3,4- -4,929 isi- plant and plant and plant and equipment and 4 ion equipment equipment and equipment and of and in- an- ib- e as- ets Disposal of property, plant and equipment and 14 119 254 351 in- an- ib- e as- ets Cha- -92 -92 -92 -92 -92 -23 -184 -62 -143 ge in tra- e loa- s Tot- -1,3- -1,3- -1,3- -1,3- -1,358 -1,147 -4,345 -3,2- -4,721 l 8 8 8 8 2 ope- ati- nal inv- stm- nts Aqu- of of of of entities, -1 -51,253 -143 -179 sit- entities, entities, entities, on and dis- osal Acq- -22 -22 -22 -22 -22 -2 -970 -27 -43 isi- ion of Dis- - - - - - 7 36 54 37 osal of fin- nci- l Cha- 209 209 209 209 209 2 90 212 -86 ge in fin- nci- l Div- -9 -9 -9 -9 -9 21 14 76 127 den- s rec- ived Tot- -247 -247 -247 -247 -247 27 -52,083 172 -144 l fin- nci- l Oth- in in in in property, plant -296 -707 -662 -667 r property, property, property, and equipment inv- plant and plant and plant and stm- equipment equipment equipment nts Disposal of other property, plant and equipment 413 1,272 625 605 Tot- 107 107 107 107 107 117 565 -37 -62 l oth- r act- vit- es3 Cash flow from investing activities -1,003 -55,863 -3,1- -4,927 7 Free 652 652 652 652 652 363 -51,630 -98 -90 cash flow Sha- -16 -16 -16 -16 -16 -35 29,371 -533 -508 eho- ders in Car- sbe- g A/S Min- 26 26 26 26 26 -2 -419 -235 -451 rity int- res- s Ext- -1,3- -1,3- -1,3- -1,3- -1,322 15 23,875 717 775 rnal2 2 2 2 fin- nci- g4 Cash flow from financing activities -22 52,827 -51 -184 Net -660 -660 -660 -660 -660 341 1,197 -149 -274 cash flow Cash and cash equivalents at beginning of period Currency 1,193 1,351 1,708 1,708 translation adjustments 38 38 38 38 38 -38 29 -63 -83 Cash and cash equivalents at period-end5 1,496 2,577 1,496 1,351 1Includes DKK Includes DKK Includes DKK Includes DKK 1,065 million received from the license 1,065 million 1,065 million 1,065 million agreement with The Coca-Cola Company in June 2008. received from received from received from acquired prior the license the license the license agreement agreement with agreement with with The The Coca-Cola The Coca-Cola Coca-Cola Company in Company in Company in June 2008. June 2008. June 2008. acquired prior acquired prior acquired prior 2 to the S&N to the S&N to the S&N to the S&N Inc- acquisiti- acquisition acquisition acquisition udesn hed- ing ins- rum- nts 3Ot- cover real cover real cover real cover real estate separate from activities,includ- er estate and estate and estate and and assets under beverage ng ac- assets assets assets construction, costs iv- under under under ti- construct- constructi- constructi- s on, n, n, of con- tru- tion con- ract s. 4 Includes financing of the acquisition of activities from S&N and repayment af elements hereof following the completion of the capital increase. 5 Cash and cash equivalent net of bank overdrafts www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 24 of 32 NOTE 1 Segment reporting by region (beverages) DKK Q3 Q3 9 mths 9 mths mil- ion 2008 2007 2008 2007 2007 Beer sales (pro rata, million hl) Northern- and Western Europe 15.4 12.2 38.9 33.7 44.4 Eastern Europe 15.5 8.5 35.9 21.8 27.7 Asia 3.1 2.7 8.8 7.7 9.9 Tot- 34.0 23.4 83.6 63.2 82.0 l Net revenue (DKK million) Northern- and Western Europe 10,8- 8,624 28,213 24,09932,087 4 Eastern Europe 6,661 3,069 14,521 7,5929,658 Asia 932 746 2,571 2,1772,886 Not 46 -9 115 64 119 all- cat- d Beverages, total 18,4- 12,430 45,420 33,93244,750 3 Operating profit before depreciation, amortisation and special items (EBITDA - DKK million) Northern- and Western Europe - 2,001 1,672 4,728 4,1035,365 - - - 1 Eastern Europe 2,012 953 4,140 2,2112,727 Asia 192 148 515 406 530 Not -220 -103 -557 -459 -765 all- cat- d Beverages, total 3,985 2,670 8,826 6,2617,857 Operating profit before special items (EBIT - DKK million) Northern- and Western Europe - 1,401 1,179 3,106 2,6523,383 - - - 1 Eastern Europe 1,637 806 3,310 1,7892,134 Asia 145 107 386 290 366 Not -243 -138 -605 -564 -882 all- cat- d Beverages, total 2,940 1,954 6,197 4,1675,001 Ope- margin (%) margin (%) ati- g pro- it Northern- and Western Europe 13.0 13.7 11.0 11.0 10.5 Eastern Europe 24.6 26.3 22.8 23.6 22.1 Asia 15.6 14.3 15.0 13.3 12.7 Not allocated…………… Beverages, total 15.9 15.7 13.6 12.3 11.2 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 25 of 32 NOTE 2 Segment reporting by activity DKK million Q3 Q3 2008 2007 Beverages Other Total Beverages Other Total Q3 activities Q3 Q3 activities Q3 Net revenue 18,443 - 18,443 12,430 - 12,430 Operating profit 2,940 114 3,054 1,954 124 2,078 Special items, net -169 - -169 -42 - -42 Financial items, net -918 25 -893 -216 -61 -277 Profit before tax 1,853 139 1,992 1,696 63 1,759 Corporation tax -548 -35 -583 -444 -17 -461 Consolidated profit 1,305 104 1,409 1,252 46 1,298 Attributable to: Minority interests 187 1 188 120 - 120 Shareholders in Carlsberg A/S 1,118 103 1,221 1,132 46 1,178 DKK million 9 mths 9 mths 2008 2007 Beverages Other Total Beverages Other Total activities activities Net revenue 45,420 - 45,420 33,932 - 33,932 Operating profit 6,197 395 6,592 4,167 167 4,334 Special items, net -297 - -297 -184 - -184 Financial items, net -2,142 -33 -2,175 -588 -185 -773 Profit before tax 3,758 362 4,120 3,395 -18 3,377 Corporation tax -1,140 -70 -1,210 -842 -23 -865 Consolidated profit 2,618 292 2,910 2,553 -41 2,512 Attributable to: Minority interests 402 1 403 250 2 252 Shareholders in Carlsberg A/S 2,216 291 2,507 2,303 -43 2,260 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 26 of 32 NOTE 3 Segment reporting by quarter DKK Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 million 2006 2007 2007 2007 2007 2008 2008 2008 Net revenue Northern and Western Euro pe 7,977 6,434 9,041 8,624 7,988 6,633 10,776 10,804 Eastern Europe 1,662 1,693 2,830 3,069 2,066 1,972 5,888 6,661 Asia 652 704 727 746 709 811 828 932 Not allocated -6 32 41 -9 55 20 49 46 Beverages, total 10,285 8,863 12,639 12,430 10,818 9,436 17,541 18,443 Other activities - - - - - - - - Total 10,285 8,863 12,639 12,430 10,818 9,436 17,541 18,443 Operating profit before items special Northern and Western Euro pe 517 242 1,231 1,179 731 135 1,570 1,401 Eastern Europe 281 287 696 806 345 285 1,388 1,637 Asia 27 89 94 107 76 124 117 145 Not allocated -296 -215 -211 -138 -318 -163 -199 -243 Beverages, total 529 403 1,810 1,954 834 381 2,876 2,940 Other activities -15 -1 44 124 94 7 274 114 Total 514 402 1,854 2,078 928 388 3,150 3,054 Special net -401 -31 -111 -42 -243 -37 -91 -169 items, Financial items, net -229 -253 -243 -277 -428 -470 -812 -893 Profit before tax -116 118 1,500 1,759 257 -119 2,247 1,992 Corporation tax 60 -32 -372 -461 -173 32 -659 -583 Consolidated profit -56 86 1,128 1,298 84 -87 1,588 1,409 Attributable to: Minority interests 24 41 91 120 47 42 173 188 Sharehold- in Carlsberg -80 45 1,037 1,178 37 -129 1,415 1,221 rs A/S www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 27 of 32 NOTE 4 Special items DKK million 9 mths 9 mths 2007 2008 2007 Special items, income - - - Special items, costs Impairments and special items, Türk Tuborg -97 - -100 Impairment losses and expenses relating to withdrawal from the market for discount soft drinks in Denmark (2007: reversal of provision) - - 7 Termination benefits - - d - - - - - - - - - t - f - - - - - - - - - - t with new production structure -25 - 14 Termination benefits - - d - - - - - - - - - t - f - - - - - - - - - - t with new production structure -30 - -3 Termination benefits - -44 -109 -190 - - . - n - - - - - - - - - n - - - h Termination benefits - - d - - - - - - - - , - - - - - - - - - - - - t Center in Poland -12 -14 -29 Restructuring, - -31 -18 -67 - - - - - - - g - - - - - a Costs in connection with - -26 -26 Restructuring, - -9 - - - - - - s Integration cost -25 - - Other restructuring costs -24 -17 -33 Total -297 -184 -427 Special items, net -297 -184 -427 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 28 of 32 NOTE 5 (PAGE 1 OF 2) Debt and credit facilities 30 Sept. 2008 30 Sept. 2007 DKK million DKK million Non-current borrowings: Issued bonds 4,227 7,278 Bank borrowings 36,520 12,122 Other 2,803 1,151 Total 43,550 20,551 Current borrowings: Total 8,455 3,031 Total non-current and current borrowings 52,005 23,582 Cash and cash equivalents -4,316 Net financial debt 47,689 Other interest bearing assets -1,366 Net interest bearing debt 46,323 All borrowings are measured at amortised cost. However, fixed-rate borrowings swapped to floating rates are measured at fair value. The carrying amount of these borrowings is DKK 365m 30 Sept. 2008 Time to maturity for DKK non-current borrowings: million 1-2 years 2-3 years 3-4 years 4-5 years > 5 years Total Issued bonds - - 2,337 1,890 - 4,227 Bank borrowings 4,619 12,606 506 18,043 746 36,520 Other 832 - - - 1,971 2,803 Total 5,451 12,606 2,843 19,933 2,717 43,550 Interest risk at 30 Net Interest* 2008 September: financial DKK Million Debt * Floating Fixed Floating % Fixed % EUR 31,771 9,401 22,370 30% 70% DKK 7,448 4,476 2,972 60% 40% PLN 2,231 673 1,558 30% 70% USD 1,900 1,900 - 100% 0% CHF 1,821 402 1,419 22% 78% RUB 1,337 -200 1,537 -15% 115% Other currencies 1,181 -165 1,346 -14% 114% Total 47,689 16,487 31,202 35% 65% * After swaps www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 29 of 32 NOTE 5 (PAGE 2 OF 2) Debt and credit facilities Commited credit facilities* 30 Sept. 2008 DKK million Less than 1 year 8,455 1 to 2 years 5,839 2 to 3 years 13,956 3 to 4 years 2,843 4 to 5 years 26,617 More than 5 years 2,717 Total 60,427 Short term 8,455 Long term 51,972 * Defined as short term borrowings and long term committed credit facilities www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 30 of 32 NOTE 6 Net interest bearing debt DKK million Q3 Q3 9 mths 9 mths 2007 2008 2007 2008 2007 Net interest-bearing debt is calculated as follows: Non-current borrowings 43,550 20,550 19,385 Current borrowings 8,455 3,031 3,869 Gross interest-bearing 52,005 23,581 23,254 debt Cash and cash -4,316 -2,530 -2,249 equivalents Loans to associates -3 -56 -28 On-trade loans -2,327 -1,646 -1,627 less non-interest-bearing 1,375 847 821 portion Other receivables -2,276 -977 -1,391 less non-interest-bearing 1,865 916 946 portion Net interest-bearingdebt 46,323 20,135 19,726 Changes in net interest-bearing debt: Net interest-bearing debt at beginning 47,409 20,530 19,726 19,229 19,229 of period Cash flow from operating activities -2,150 -1,366 -4,233 -3,009 -4,837 Cash flow from investing activities 1,498 1,003 55,863 3,107 4,927 Dividend to shareholders and minority -25 8 689 669 685 interests Acquisition of minority interests 1 -3 203 26 69 Acquisition/disposal of treasury 5 35 -3 75 74 shares Acquisition of entities, net -433 - 3,986 66 54 Capital increase 11 - -29,826 - - Change in interest-bearing lending 18 -5 410 136 -209 Effects of currency translation 384 -44 54 -147 -325 Other -395 -23 -546 -11 59 Total change -1,086 -395 26,597 906 497 Net interest-bearing end of period 46,323 20,135 46,323 20,135 19,726 www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 31 of 32 NOTE 7 Acquisition of entities DKK million Acquired ownership Acquisition Name of acquired entities interest date Main activity Cost Activities from S&N, including1: - 28 April 2008 - 52,108 - Baltic Beverages Holding (BBH) AB 50.0% 28 April 2008 Brewery - - Brasseries Kronenbourg 100.0% 28 April 2008 Brewery - - Mythos Brewery 100.0% 28 April 2008 Brewery - - Other 18-100,0% 28 April 2008 Brewery - Baku-Castel Brewery1: 100.0% 25 August 2008 Brewery 455 52,563 Activities from S&N Baku-Castel Brewery Total - - - - - - - g Carrying Market Carrying Market- Market - - - - t - - - - r amount prior value at amount prior value at- value at o to acquisitionacquisition to acquisitionacquisition- acquisition - - - - - - - - - n 354 17,049 268 268- 17,317 - 2 7,205 9,656 90 90- 9,746 - - - 5 1,217 2,202 - -- 2,202 - - - 7 1,893 1,942 23 23- 1,965 - - - 6 4,431 3,547 35 35- 3,582 - - - 6 1,340 1,371 32 32- 1,403 - - - 2 - 187 - -- 187 - 910 -1,125 - -- -1,125 - - 0 -292 -4,746 - -- -4,746 - - 2 -6,175 -5,586 - -- -5,586 - - - - 5 -77 -93 - -- -93 - 7 -4,772 -4,772 -68 -68- -4,840 - - - - 0 - -394 - -- -394 4,214 19,238 380 380- 19,618 - - - 4 - 639 -2,028 - -- -2,028 - - 9 3,575 17,210 380 380- 17,590 - - - 5 34,898 75 34,973 52,108 455 52,563 -1,371 -32 -1,403 93 - 93 50,830 423 51,253 51,948 455 52,403 160 - 160 52,108 455 52,563 1:Allocation of purchase price has not been completed www.carlsberggroup.com COMPANY ANNOUNCEMENT 36/2008 5 November 2008 Page 32 of 32 The calculation of the fair value of the acquired assets, liabilities and contingent liabilities is still ongoing and has not yet been completed for any of the companies. Therefore, adjustments to all items in the opening balance sheet will be made. Furthermore, the cost price will be adjusted as it relates to the statement of the net interest-bearing debt of S&N at 28 April 2008 which has not yet been completed and agreed by the consortium. Changes in the opening balance sheet and in the cost price will be made in accordance with IFRS standards. The acquisition of the activities from S&N increases the operating capacity of the Carlsberg Group and its longterm growth opportunities. The acquisition is a natural step for Carlsberg and in line with the strategy of obtaining full control of key operating activities. The acquisition includes the remaining 50% of BBH, which holds activities in Russia, Ukraine, Baltics, Kazakhstan, Uzbekistan and Belarus. Furthermore, 100% of Brasseries Kronenbourg and other French activites as well as Mythos, Greece and 17.5% of the associated company Chongqing, China, and a 50% share in the joint venture Vinataba in Vietnam have been acquired. The acquisition will entail the following key benefits: • full control of BBH, eliminating uncertainty regarding the long-term control of the asset and substantially increasing the Carlsberg Group's long-term growth profile; • unification of BBH ownership, enabling the Carlsberg Group to maximize the potential of its key Carlsberg and Tuborg brands in the BBH markets; • significant exposure to growth markets; • the acquisition of the French and Greek businesses complement the Carlsberg Group's existing portfolio of leading European market positions, providing increased capacity and an opportunity to achieve synergies through the implementation of the Carlsberg Group's Excellence Programmes; • increased sales volumes will allow the Carlsberg Group to generate significant synergy benefits based on reductions in overheads, implementation of best brewing practices and purchasing savings; and • the acquisition reinforces the Carlsberg Group's long-standing and growing Asian presence through the acquisition of S&N's positions in the attractive Chinese and Vietnamese markets. The preliminary calculation of goodwill represents a significant value due to the substantial synergies expected in the acquired companies, staff competencies as well as the positive growth expectations for BBH. The synergies can i.a. be related to cost savings from the Supply and Excellence programmes. Furthermore, goodwill will reflect synergies from increased sales through the presence in a larger part of Europe and Asia, the possibility of launching global and/or regional brands throughout the new Group, sysnergies from research and development as well as improved utilisation of the work force and its know-how. The activities acquired contribute positively to operating profit before special items by approximately DKK 1,825m and to the period's net profit by approximately DKK 1,320m. The estimated results for the period January - September, if the acquisition had been completed at 1 January 2008, has not been calculated, as this is not possible due to significant differences in the accounting principles used by some of the companies acquired, where the effect of this prior to the acquisition cannot be calculated. www.carlsberggroup.com