Appendix 4D - Treasury Wine Estates/media/Files/Global/ASX... · For the half year ended 31 December 2012 ABN 24 004 373 862 1. Results for announcement to the market Gents per share

Appendix 4D

Treasury Wine Estates Limited

For the half year ended 31 December 2012

ABN 24 004 373 862

1. Results for announcement to the market

Gents pershare

Franking %Div¡dends (distr¡butions)

6.0 cents

7 0 cents

6.0 cents

50%

50o/o

50%

lnterim dividend - half year ended 31 December 2012 (determined subsequent to balance date) 1

Final dividend - year ended 30 June 2012

lnterim div¡dend - half year ended 31 December 201 1

1 Non-resident wrthholding tax is payable on the unfranked component of this dividend as the conduit foreign income component for the period is declared tobe n¡1.

2. Dividends

Directors declared an interim dividend of 6 cents per share in respect of the half year ended 31 December 2012 on 28February 2013. Accordingly this dividend is not provided for in the balance sheet as at 31 December 2012. The recorddate for determining an entitlement to receipt of the interim dividend is Spm, 13 March 2013 and the dividend is expectedto be paid on 17 April2013.

Half yearended

31 December2011$m

% Ghangeincrease /(decrease)

Amountincrease /(decrease)

$m

Key information

Half yearended

31 December20'12$m

850.7

52.3

73.4

863.1

40.0

91.7

(1 4l%

30.8 %

(20.0)o/o

(12 4)

12.3

(18.3)

Revenue from ordinary activities

Profit attributable to members of TreasuryWine Estates Limited

Earnings before interest, tax, SGARA and material items

Half yearended

31 December2012

Cents pershare

Half yearended

31 December2011

Cents pershare

Earn¡ngs per share

8.1

7.0

6.2

9.1

Basic earnings per share

Basic earnings per share, adjusted to exclude SGARA and material items

Page 1

3. Financial statements

Please refer to pages 3 through 22 of this report wherein the following are provided

¡ Directors'report;. Auditor'sindependencedeclaration;o Consolidated statement of profit or loss and other comprehensive income for the half year ended 31 December

2012;¡ Consolidated statement of financial position as at 31 December 2012;¡ Consolidated statement of changes in equity for the half year ended 31 December 2012;o Consolidated statement of cash flows for the half year ended 31 December 2012;. Notes to the consolidated financial statements; and. lndependent audito/s review report for the half year ended 31 December 2012.

4. Net tangible asset backing

5. Further information

Further information can be obtained from

Media: lnvestors:

Roger SharpTel: +61 3 8533 3786Mob: +61 458 883 599

Peter KopanidisTel: +61 3 8533 3609Mob: +61 412171 673

Net tangible asset backing per ordinary share

Half yearended

31 December2012

$

Half yearended

31 December20't1

$

Net tangible asset backing per ordinary share 3.02 3.05

Page2


Directors' reportFor the half year ended 31 December 2012

The Directors present their report on the consolidated entity ("the Group") comprising Treasury Wine Estates Limited("the Company") and the entities it controlled at the end of, or during, the half year ended 31 December 20'12.

DrRecrons

The members of the Board of Directors of Treasury Wine Estates Limited who held office during the half year are notedbelow and as at the date of this report are as follows:

Paul Rayner (appointed Chairman 1 September 2012)Max Ould (resigned 1 September 2012)David Dearie (CEO)Lyndsey CattermoleWanryick Every-BurnsPeter HearlGarry Hounsell (appointed 1 September 20'12)Michael Cheek (appointed 1 September 2012)Ed Chan (appointed 1 September2012)

Pnrr.¡crptI AclvtlESThe principal activities of the Group during the period involved the production, marketing and sale of wine.

Flt¡tlcllt- AND opERATtoNs REvtEW

A full review of operations of the consolidated entity during the half year is contained in the Australian Stock Exchangeannouncement dated 28 February 2O13.

Throughout this review, constant currency assumes current and prior period earnings of foreign operations are translatedand cross border transactions are transacted at current year exchange rates.

For the six months ended 31 December 2012,tolal volume was 16.5 million cases, down 0.43 million cases or 2.5percent on the prior corresponding period, principally driven by discontinued volume in the UK.

Net sales revenue declined 3.3 percent on a reported currency basis to $816.9 million or 2.2 percent on a constantcurrency basis.

Net sales revenue per case decreased $0.42 or 0.8 percent on a reported currency basis, increased $0.17 or 0.3 percent

on a constant currency basis, to $49.51 .

Cost of sales increased 3.8 percent to $606.3 million reflecting the impact of the challenging 2011 vintages in bothAustralia and California.

As expected, the increase in cost of sales of $2.23 per case on a reported currency basis, $2.24 per case on a constantcurrency basis, has adversely impacted all TWE regions.

Cost of doing business (gross profit less EBITS) reduced to $171.0 million, down 8.6 percent on a reported currencybasis, down 7.7 percent on a constant currency basis, driven by continued strong cost control. Cost of doing businessmargin improved 120 basis points on a reported currency basis, 130 basis points on a constant currency basis to 20.9percent.

EBITS (earnings before interest, tax, material items and SGARA) of $73.4 million was down 20 percent on a reportedcurrency basis. EMEA and the Americas were both impacted by adverse foreign currency movements due to the highAustralian Dollar compared to the prior period. On a constant currency basis, EBITS reduced 12.5 percent.

The SGARA (Australian Accounting Standard AASB141) net gain of $1.5 million principally reflects the impact of thestrong 2012 Califomian vintage that was characterised by an increase in market prices for Califomian grown grapes.

A material item income of $6.1 million before tax was reported for the period, principally comprising three components; afair value adjustment to the Matua Marlborough New Zealand winery investment (Rapaura Vintners Limited) and twodemerger related items, lease termination payments and the receipt of an lT contract settlement amount.

On 1 November 2012, TWE purchased the remaining 50 percent share capital of Matua Marlborough New Zealandwinery. A gain of $7.9 million was recognised prior to the acquisition as a result of remeasuring TWE's existing equityinterest in Matua Marlborough to fair value.

TWE has settled and provided for lease termination amounts for two vineyards totalling $2.5 million as a result of a

change in control event brought about by the demerger. One of the two vineyards was acquired by TWE during theperiod, with the othervineyard to be settled during the second half of fiscal 2013.

The final material item of $0.7 million comprises a $1.1 million receipt from SAB Miller as a result of the decision by TWEto take over responsibility for building TWE's standalone lT system and a $0.4 million restructuring charge relating toTWE's efficiency program.

Page 3


Directors' reportFor the half year ended 31 December 2012

Net profit after tax attributable to members of TWE for the six months ending 31 December 2012 was $52.3 million, andbasic EPS was 8.1 cents per share. Net profit aftertax (before material items and SGARA) was $45.0 million, and basicEPS on the same basis was 7.0 cents per share.

Evenrs SueseeueHr ro Reponrrruc Dnre

There are no matters or circumstances which have arisen since the end of the half year ended 3'l December 2012 whichhave significantly affected or may significantly affect the operations of the Group, the results of those operations or thestate of affairs of the Group in subsequent financial periods.

Sr¡nes

There were no movements in the number of ordinary fully paid shares since the end of the previous fìnancial year

Number ofshares

lmillionì

647.2

647.2

Balance at 31 December 2012

Balance at 30 June 2012

Drvroe¡¡os

A final dividend in respect of the year ended 30 June 2012 of $45.3 million (representing a dividend of 7 cents perordinary share) was paid on 2 October 2012. This dividend was 50% franked.

The Directors have declared an interim dividend of 6 cents per ordinary share, franked at 50%. The record date of thedividend is 13 March 2013 and the dividend is expected to be paid on 17 April 2013.

Auorron lruoeper¡oetce

A copy of the audito/s independence declaration as required under section 307C of the Corporations Act 2001 is set outon page 5.

Routr¡oll'¡G

The Company is of a kind referred to in Class Order 98/100 issued by the Australian Securities & lnvestmentsCommission, relating to the "rounding offl' of amounts in the Directors' Report and financial report. ln accordance withthat Class Order, reported amounts have been rounded to the nearest tenth of one million dollars.

This report is made in accordance with a Resolution of the Board of Directors and is signed for and on behalf of theDirectors.

-/

Paul RaynerChairman

28February 2013

David DearieChief Executive Officer

Page 4

a)

Auditor's Independence Declaration

As lead auditor for the review of Treasury Wine Estates Limited for the half year ended 3r Decemberzorz,l declare that to the best of my knowledge and belief, there have been:

no contraventions of the auditor independence requirements of the Corporations Act 2oo1inrelation to the review; and

b) no contraventions ofany applicable code ofprofessional conduct in relation to the review

This declaration is in respect of TreasuryWine Estates Limited and the entities it controlled during theperiod.

MillMelbourne

zB February zor3

Prícetoste¡houseCoopers, ABN gz 78o 4gg 757Freshwater Place, z Southbank Bouleuard, SOWHBANK VIC 9oo6, GPO Box t33t, MELBOURNE WC gootT: 6t 3 86o3 tooo, F: 6t 3 86o3 t999,uww.puc.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

Page 5


Gonsolidated statement of profit or loss and other comprehensiveincome for the half year ended 31 December 2012

Half year

Revenue

Cost of sales

Note

2012

$m

850.7

(606.3)

2011

$m

863.1

(584.3)

3

Gross profit 24/.4 278.8

Other income

Selling expenses

Marketing expenses

Administration expenses

Other expenses

Share of net profits of associates and joint ventures accounted for using the equity

method

3 9.4

(75.8)

(3e.8)

(50.3)

(7.e)

1.0

0.6

(8e.1)

(47.7)

(42.e)

(34.3)

1.0

Profit before tax and finance costs 81.0 66.4

Finance income

Finance costs

0.5

(6.3)

1.6

(4.e)

Net finance costs 3 (5.8) (3.3)

Profit before tax

lncome tax expense

75.2 63.1

(22.8\ (23.1)

Net profit 52.4

(0.1)

40.0

Net attributable to non-controlling interests

Net profit attributable to members of Treasury Wine Estates Limited 52.3 40.0

Other comprehensive income/(loss)

Items that may subsequently be reclassified to profit or loss

Cash flow hedges

Tax on cash flow hedges

Exchange difference on translation of foreign operations

2.0

(0.7)

(25.2)

0.7

48.8

Other comprehensive income/(loss) for the half year, net of tax (23.e) 49.5

Total comprehensive income for the half year attributable to members of Treasury Wine

Estates Limited

Non controlling interests

28.4

0.1

89.5

Total comprehensive income for the half year 28.5 89.5

Earnings per share for profit attributable to the ordinary equity holders of the Company. 7

- Basic

- Diluted

Gents per

share

8.1

8.0

Cents per

share

6262

The consolidated statement of profit or loss and comprehensive income should be read in conjunction with the accompanyingnofes.

Page 6


Consolidated statement of financial positionas at 31 December 2012

Note

31 December

2012

$m

30 June

20't2

$m

28.6

445.2

711.5

10.9

3.5

0.6

31 December

2011

$m

Gurrent assets

Cash and cash equivalents

Receivables

lnventories

Current tax assets

Assets held for sale

Derivative financial assets

21.9

518.5

702.6

17.4

2.5

3.5

óo.z

512.7

715.3

6.2

4.8

1.6

Total current assets '1,266.4 1,200.3 1,276.8

Non-current assets

Receivables

lnventories

lnvestments

Derivative financial assets

Property, plant and equipment

Agricultural assets

lntangible assets

Deferred tax assets

9

6

3.3

375.8

1.7

1.1

9s1.1

216.0

970.1

163.3

2.4

362.5

6.6

0.3

931 .1

195.6

932.6

189.4

1.1

239.8

8.9

0.2

910.6

197.6

947.9

1 84.5

Total non-current assets 2,682.4 2,620.5 2,490.6

Total assets 3,948.8 3,820.8 3,767.4

Current liabilities

Payables

Borrowings

Provisions

Derivative financial liabilities

464.0

21.0

54.4

1.1

408.6

1.1

61.0

1.2

454,8

16.5

49.5

1.5

Total current liabilities 522.3 540.5 471.9

Non-current liabilities

Borrowings

Deferred tax liabilities

Provisions

Derivative financial liabilities

43.2

293.2

4,2

0.4

84.9

284.0

4.0

211.6

288.7

4.2

0.1

Total non-current liabilities 504.6 341.0 372.9

Total liabilities 1,026.9 881.5 844.8

Net assets 2,921.9 2,939.3 2,922.6

Equity

Contributed equity

Reserves

Retained earnings

11 3,040.9

(36e.0)

246.1

3,042.2

(345.8)

239.'l

3,042.3

(185.e)

62.2

Total parent entity interest

Non-controlling interest

2,918.0

3.9

2,935.5

3.8

2,918.6

4.0

Total equity 2,92',1.9 2,939.3 2,922.6

The consolidated statement of financial position should be read in conjunction with the accompanying notes

Page 7

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Consolidated statement of cash flows for thehalf year ended 31 December 2012

Cash flows from operating activities

Receipts from customers

Payments to suppliers, governments and employees

lnterest received

Borrowing costs paid

lncome taxes paid

Other cash payments

Half year

Note

2012

$m

lnflows/

(Outflows)

2011

$m

lnflows/

(Outflows)

1,146.4

(1,028.5)

1.6

(4.4)

(31.6)

1,018.7

(1,018.e)

0.5

(5.2)

(8.0)

(1.3)

Net cash flows from operating activities (14.21 83.5

Cash flows from investing activ¡ties

Payments for property, plant, equipment and agricultural assets

Payments for intangible assets

Payments for subsidiaries, investments and other assets

Net proceeds from repayment of loans

Proceeds from sale of property, plant and equipment

Other cash receipts

10

(58.3)

(21.2\

(27.5\

(12.5)

(5.4)

(0.4)

0.9

0,41.2

1.1

Net cash flows from investing activities (104,7) (17.0)

Cash flows from financing activities

Payments for on-market share purchase

Payments to non-conholling interests

Dividend payments

Proceeds from borrowings

Repayment of borrowings

(4.4)

(45.3)

393.9

(232.2)

(2.7)

(0.3)

(38.8)

901

( 145.5)

Net cash flows from financing activities 112.0 (s7.21

Total cash flows from activities

Cash and cash equivalents at the beginning of the half year

Effects of exchange rate changes on foreign currency cash flows and cash balances

(6.e) (30.7)

28.6

o.2

64.8

2.1

Cash and cash equivalents at 31 December 2012 21.9 36.2

The consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Page 9

Treasury Wine Estates LimitedHalf year report

Notes to the consolidated financial statements31 December 2012

Note I Gorporate information

The financial report of Treasury Wine Estates Limited ("the Company") and of its controlled entities (collectively "theGroup") for the half year ended 31 December 2012 was authorised for issue in accordance with a resolution of directorson 28 February 2013. Treasury Wine Estates Limited is a for profit company incorporated in Australia and limited byshares which are publicly traded on the Australian Securities Exchange (ASX).

Note 2 Summary of significant accounting policies

Basis of preparationThe financial report for the half year ended 31 December 2012 has been prepared in accordance with AustralianAccounting Standard AASB 134 lnterim Financial Reporting and the Corporations Act 2001 .

This financial report does not include all the notes of the type normally included in an annual financial report andtherefore cannot be expected to provide as full an understanding of the flnancial performance, financial position andfinancing and investing activities of the Group as the annual financial report. Accordingly, this report should be read inconjunction with the annual fìnancial report for the year ended 30 June 2012 and any public announcements made by theCompany during the interim reporting period in accordance with the continuous disclosure obligations arising under ASXlisting rules.

The accounting policies adopted are consistent with those applied in the previous financial year. This report is presentedin Australian dollars.

Significant Accounting Policies

Operating SegmentsThe Group has identified its operating segments based on the internal reports reviewed and used by the Chief ExecutiveOffìcer (the chief operating decision maker) in assessing performance and in determining the allocation of resources.These reports present a view of the business from a geographic perspective.

The reportable segments are based on the aggregation of operating segments determined by the similarity of the natureof products, the production process, the types of customers and the methods used to distribute the products.

The Group has identified the following reportable segments:

(¡) Australia & New Zealand (ANZ)This segment is responsible for the manufacture, sale and marketing of wine within Australia & New Zealand

(¡i) Europe, Middle Easf & Africa (EMEA)This segment is responsible for the sale and marketing of wine within the EMEA region.

(¡ii) AmericasThis segment is responsible for the manufacture, sale and marketing of wine within the Americas region.

(¡v) AsiaThis segment is responsible for the sale and marketing of wine within the Asia region.

Types of products and servlces

The Group's wine portfolio includes some of the world's leading premium wine brands such as Penfolds, Beringer,Lindeman's, Wolf Blass and Rosemount.

Seasonality

The Group's business is subject to seasonality with sales peaks occurring during the summer periods in the markets in

which it operates, namely the Southern and Northern hemisphere markets. ln addition, the timing of product releases,most notably the Group's luxury brand releases, is concentrated in the second half of the financial year resulting in salesand profìts associated with those releases being more significant in the second half of the fìnancial year.

Accou nti ng policies and i ntersegment transactions

The price is set on an arm's length basis, which is eliminated on consolidation

Page l0


Notes to the consolidated financial statements31 December 2012Corporate charges

Certain corporate shared service charges, except for net finance costs, are allocated to each business segment on aproportionate basis linked to segment revenue or head count depending on the nature of the charge to determine thesegment result. Unallocated costs are reported in the Corporate segment. Net finance costs are not allocated tosegments as the fìnancing function of the Group is centralised through the Group's treasury function.

Segment loans payable and loans receivable

Segment loans are initially recognised at the consideration received excluding transaction costs. lntersegment loansreceivable and payable that earn or incur non-market interest are not adjusted to fair value based on market interestrates.

Other

It is the Group's policy that if items of revenue and expense are not allocated to operating segments, then any associatedassets and liabilities are also not allocated to segments.

Half year

Note 3 Revenue, income and expenses

Revenue

Net sales revenue*

Other revenue

20't2

$m

816.9

33.8

201'l

$m

845.2

17.9

Total revenue 850.7 863,1

Other income

Fair value adjustment to lnvestment

lT contract settlement receipt

Net profit on disposal of

- property, plant and equipment

7.9

1.1

0.4 0.6

Total other income 9.4 0.6

Depreciation of property, plant and equipment

Amortisation of intangible assets

Net agriculture valuation movement

(35.0)

(1.5)

1.5

(33,s)

(1.3)

(10.6)

.Net sales revenue is net of trade discounts and volume rebates

The Group's policy is to state sales revenue net of trade discounts and volume rebates. Total net sales revenue as disclosed in thefinancial statements for the half year ended 31 December 2011 of $858.1 million has been restated down by $12.9 million to $845.2million to reflect the reclassification of amounts that are more properly considered to be discounts and rebates in nature.

Page I 1



Note 3 Revenue, income and expenses (continued)

Finance income

Other persons

Finance costs

Other persons

Half year

2012

$m

2011

$m

0.5 1.6

(6.3) (4.e)

Net finance cost (5.8) (3.3)

Other disclosures

Release/(increase) of provision for:

Doubtful debts

lnventory obsolescence

0.4

(0.3)

0.3

4.8

Note 4 Material ltems

The following individually material items are included within other expenses and other income in the consolidatedstatement of profit or loss and other comprehensive income for the half year ended 31 December 2012.

Half year

2012 201',1

$m $m

lndividually material items included in profiV(loss) before income tax:

Fair value adjustment to lnvestments and other assets - tax expense applicable $0.0m(Dec 11:$3.1m)

Lease termination costs - tax benefit applicable $0.4m

Restructur¡ng and redundancy - tax expense applicable $0.2m (Dec 11: $6.2m benefit)

7.9

(2.5)

0.7

53

(20.0)

Total material items - tax benefit applicable $0.2 m (Dec 11: $3.1m) 6.1 (14.71

Page 12

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Note 5 Segment results (continued)

Management EBITS

The Chief Executive Officer assesses the financial performance of each segment by analysing the segment's result on ameasure of management EBITS. Management EBITS is defined as profit from continuing operations excluding the effectof net finance costs, tax, material items and the net profit effects of agricultural assets (SGARA). Corporate charges areallocated to each segment on a proportionate basis linked to segment revenue or head count depending on the nature ofthe charge.

Segment assets

Segment assets represent those working capital and non-current assets which are located in the respective segments.Cash, tax and Corporate related assets are included in the Corporate segment.

Note 6 lntangible Assets

Brand names and licences

Brand names and licences at cost

lT development costs

At cost

Accumulated amortisation

December

2012

$m

881.6

56.3

(3.4)

December

2011

$m

888.5

56.2

(r.5)

52.9 54.7

Goodwill

Goodwill at cost 35.6 4.7

Total intangible assets 970.1 947.9

Page 15



Note 7 Earnings per share

Basic earnings per share

Basic earnings per share (cents) based on net profit attributable to members of


Diluted earnings per share

Diluted earnings per share (cents) based on net profit attributable to members of


Weighted average number of shares

Weighted average number of ordinary shares on issue used in the calculation of basic earningsper share (in thousands)

Effect of potentially dilutive secunlr'es:

Defened shares (in thousands)

Half year

2012

Cents per

share

20't1

Cents per

share

8.1 6.2

8.0 6.2

Number Number

647,227 647,227

6,363 2,410

Weighted average number of ordinary shares on issue used in the calculation of diluted

earnings per share (in thousands) 653,590 649,637

Earnings reconciliation

Basic earnings per share $m $m

Net profit

Net (profit)/ loss attributable to non-controlling interests

52.4

(0.1 )

40.0

Net profit attributable to members of Treasury Wine Estates Limited used in calculating basicearnings per share 52.3 40.0

Diluted earnings per share

Net profit

Net (profit)i loss attributable to non-controlling interests

52.4

(0.1 )

40.0

Net profit attr¡butable to members of Treasury Wine Estates Limited used in calculating diluted

earnings per share 52.3 40.0

Page 16



Note 8 Dividends

D¡v¡dends declared and paid during the year on ordinary shares:Final dividend Íor 2012 of 7.0 cents per share (201 1: 6.0 cents per share)

December2012$m

45.3

December20'11

$m

38.8

Dividends declared after balance date

Since the end of the half year, the directors declared an interim dividend of 6.0 cents per share(2011: 6.0 cents) 50% franked (2011:50%). This dividend has not been recognised as a liabilityin the financial statements at half end

Note 9 lnvestments

lnvestments accounted for using the equity method

38.8

December

2012

$m

1.7

38.8

December

201'l

$m

8.9

Total ¡nvestments 1.7 8.9

lnvestments in associates and joint venture partnerships are accounted for in the consolidated flnancial statements usingthe equity method of accounting and are carried at cost by the entity holding the ownership interest. The entities areprimarily involved in, or have been involved in the production, marketing and distribution activities of the Group.

Name of ent¡ty Country of lncorporation Reporting date

Ownership interest

Half year

2012 2011

ot otto fo

Trebuchet Pty. Ltd.

Fiddlesticks LLC

Make Wine Pty. Ltd.

Make Wine Trust

Rapaura Vintners Limited.

Australia

United States of America

Australia

Australia

New Zealand

31 December

31 December

30 June

30 June

30 June

50.0

50.0 50.0

50.0

50.0

50.0

* On 1 November 2012, a Group controlled entity, Treasury Wine Estates (Matua) Limited purchased the remaining 50%issued share capital of Rapaura Vintners Limited. A gain of $7.9m was recognised in other income prior to theacquisition, as a result of remeasuring the existing equity interest in Rapaura Vintners Limited to fair value.

Page 17


Notes to the consolidated financial statements3l December 2012

Note 10 Businesses acquired

a) Summary of acquisition

On 1 November 2012 a Group controlled entity, Treasury Wine Estates (Matua) Limited purchased the remaining 50% ofthe issued share capital of Rapaura Vintners Limited. Rapaura Vintners Limited is an integrated winery, packaging andwarehouse facility located in Wairau Valley, Marlborough.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:

Consideration

Cash (refer to (b) below)Fair value of equity interest held before the business combination

The assets and liabilities recognised as a result of the acquisition are as follows

Net trading assets*Plant and equipmentNet tax balancesProvision for employee benefitsBorrowings**

$m

27.5

12.2

39.7

Fair value$m

39.7

1.224.1(3.7)(0.1)

(12.6\8.9

30.8Add:goodwillNet assets acquired* the fair value of acquired trade receivables rs $0.8m** borrowings includes $2.7m payable to TWE

The goodwill is attributable to the substantial benefits to the Group in gaining control over the facility, which will enablethe Group to expand the facility and increase the crush capacity from 15,000 tonnes to 25,000 tonnes in financial year2013. The goodwill will not be deductible for tax purposes.

There were no acquisitions in the half year ending 31 December 2011.

The acquired business contributed revenues of $1 .0m and net loss of $0.1 m to the Group for the period 1 November20121o 31 December 2012. lf the acquisition had occurred on 1 July 2012, consolidated revenue and net loss for thehalf year ended 31 December 2012 would have been $2.9m and $0.3m respectively.

b) Purchase consideration - cash outflow

Outflow of cash to acquire subsidiary, net of cash acquired

Less: balances acquiredBorrowings

Outflow of cash - investing activities

$m

40.1

Acquisition related costs of 913,702 are included in other expenses within the profit or loss and in operating cash flows inthe statement of cash flows.

Page 18



Note 11 Contributed equity

Paid up capital

Ordinary fully paid shares

Note

(a) 647.2

December

2012

Shares

million

December

20't1

Shares

million

647.2

647.2 647.2

a) Ordinary sharesOrdinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company inproportion to the number of and amounts paid on the shares held. Ordinary shares entitle their holder to onevote, either in person or by proxy, at a meeting of the Company.

Restricted shareslncluded within ordinary fully paid shares are 1.6 million (2011: 1.4 million) shares, which are available to satisfyany entitlements which vest under the Group's restricted share plan.

Note 12 Events subsequent to reporting date

There are no matters or circumstances which have arisen since the end of the half year ended 31 December 2012 whichhave significantly affected or may signifìcantly affect the operations of the Group, the results of those operations or thestate of affairs of the Group in subsequent financial periods.

Page 19


Di rectors' declaration31 December 2012The directors declare that the consolidated financial statements and notes for the Group

are prepared in accordance with the Corporations Act 2001, Accounting Standards, the CoçorationsRegulations 2001 and other mandatory professional reporting requirements; and

b. give a true and fair view of the Group's financial position as at 31 December 2012 and of its performance, asrepresented by the results of its operations and its cash flows, for the half year ended on that date.

ln the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as andwhen they become due and payable.

This report is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of theDirectors.

Ct^APaul RaynerChairman

28 February 2013

David CM DearieChief Executive Officer

Page 20

Independent auditor's review report to the members ofTreasury Wine Estates LimitedReport on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of Treasury Wine Estates Limited,which comprises the balance sheet as at 81 December 2c12, the statement of profit or loss and othercomprehensive income, statement of changes in equþ and statement of cash flows for the half-yearended on that date, selected explanatory notes and the directors' declaration for Treasury Wine EstatesLimited (the consolidated entity). The consolidated entity comprises both Treasury Wine EstatesLimited (the compani) and the entities it controlled during that half-year.

Dírectors' responsibility for the half-year financial report

The directors of the company are responsible for the preparation of the half-year financial report thatgives a true and fair view in accordance with Australian Accounting Standards (including theAustralian Accounting Interpretations) and the Corporations Act zoot and for such internal control asthe directors determine is necessary to enable the preparation ofthe half-year financial report that isfree from material misstatement whether due to fraud or error.

Audít o r's r e s p on sibilitg

Our responsibility is to express a conclusion on the half-year financial report based on our review. Weconducted our review in accordance with Auditing Standard on Review Engagements ASRE z4roReuiew of a Financial Report Perþrmed by the Independent Auditor of the Entity, in order to statewhether, on the basis of the procedures described, we have become aÌ/vare of any matter that makes usbelieve that the financial report is not in accordance with the Corporations Act zoot including: givinga true and fair view of the consolidated entity's financial position as at 31 December zorz and itsperformance for the half-year ended on that date; and compþing with Accounting Standard AASB r34Interim Financial Reporting and the Corporations Regulations 2oo7. As the auditor of Treasury WineEstates Limited, ASRE z4ro requires that we comply with the ethical requirements relevant to theaudit ofthe annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsiblefor financial and accounting matters, and appþing analytical and other review procedures. A review issubstantially less in scope than an audit conducted in accordance with Australian Auditing Standardsand consequentþ does not enable us to obtain assurance that we would become aware of all significantmatters that might be identified in an audit. Accordingly, we do not express an audit opinion.

PrìcewaterhouseCoopers, ABN gz 78o 4Sg 757Freshtuater Place, z Southbqnk Bouleuard, SOWHBANK WC 3oo6, GPO Box t33t, MELBOURNE WC 3ootT: 6t 3 86o9 tooo, F: 6t 3 86o3 t999,www.pwøcom.au

Liability limited by a scheme approved under Profess¡onal Standards Leg¡slation

Page2l

Independence

In conducting our review, we have complied with the independence requirements of the CorporationsAct zoot,

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes usbelieve that the half-year financial report of Treasury Wine Estates Limited is not in accordance withthe Corporations Act 2oor including:

(a) giving a true and fair view of the consolidated enti!y's financial position as at 91 December zorzand of its performance for the half-year ended on that date; and

(b) compþing with Accounting Standard AASB rg4lnterim Financial Reporting and theCorp or atíons Re g ulations 2 o o 1.

G.--'*'t*U r*PricewaterhouseCoopers

MillMelbourne

zB February zor3

Page22

Documents

Appendix 4D - Treasury Wine Estates/media/Files/Global/ASX... · For the half year ended 31 December 2012 ABN 24 004 373 862 1. Results for announcement to the market Gents per share