Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
<strong>Annual</strong> <strong>report</strong> <strong>2012</strong>
<strong>Peab</strong> AB is a public company. Company ID 556061-4330. Domicile Förslöv, Sweden.<br />
All values are expressed in Swedish krona, abbreviated to SEK and million to MSEK.<br />
Numbers presented in parentheses refer to 2011 unless otherwise specified.<br />
Data regarding markets and the competition are <strong>Peab</strong>’s own assessments, unless<br />
another source is specified. These assessments are based on the best and latest<br />
available facts from, among others, published material.<br />
The formal annual and consolidated accounts which has been audited by the<br />
company accountant, pages 13-83.<br />
Cover picture: Gothia Towers, Gothenburg, Sweden<br />
Photo: Andreas Ulvdell<br />
CONTENTS<br />
<strong>2012</strong> in summary 1<br />
Comments from the CEO 2<br />
Construction and civil engineering market 5<br />
Business model 8<br />
Group strategies 10<br />
Financial and operative goals 11<br />
Board of Directors’ <strong>report</strong> 13-35<br />
The Group 13<br />
Business area Construction 16<br />
Business area Civil Engineering 20<br />
Business area Industry 23<br />
Business area Property Development 26<br />
Risks and risk management 28<br />
Sustainability 29<br />
Other information and profit disposition 34<br />
Financial <strong>report</strong>s and notes 37-83<br />
Auditors’ <strong>report</strong> 84<br />
Corporate governance <strong>report</strong> 86<br />
Board of Directors 90<br />
Executive management and auditors 91<br />
The <strong>Peab</strong> share 92<br />
Five-year overview 94<br />
Financial and construction-related definitions 95<br />
Summons to attend the <strong>Annual</strong> General Meeting 96<br />
Shareholder information and addresses 97
A Nordic Community Builder<br />
<strong>Peab</strong> is a Nordic construction and civil engineering company with operative<br />
net sales of SEK 46 billion. We have 14,000 engaged employees<br />
and around 130 offices in Sweden, Norway and Finland. With our local<br />
presence and four collaborating business areas we can handle both<br />
small and large, complex projects. Our goal is to always surpass our<br />
customers’ expectations.<br />
Construction performs contract work for external customers, the other<br />
units in <strong>Peab</strong> and our own developed housing projects. Operations comprise<br />
everything from new construction of homes and premises to renovation and<br />
construction maintenance.<br />
Civil Engineering is active on the local civil engineering market as<br />
well as in infrastructure projects such as bridges and roads and the management<br />
and maintenance of streets and roads.<br />
Industry delivers among other things asphalt, cement, foundations, electricity<br />
services, transportation, machine and crane services as well as prefab to both<br />
external customers and the other units in <strong>Peab</strong>.<br />
Property Development primarily develops commercial property<br />
and apartment buildings. These operations are a vital part of developing <strong>Peab</strong>’s<br />
contractor business and complete customer offers.<br />
A Nordic Community Builder:<br />
World class events and<br />
shopping<br />
Arenastaden, Solna October <strong>2012</strong>: <strong>Peab</strong> is building a completely new city district,<br />
Arenastaden, outside Stockholm with apartments, offices, a multi-arena and one of the<br />
biggest shopping malls in the Nordic region. Every part is unique in itself – together they are<br />
exceptional. This is a place for special meetings and moments. Arenastaden, which breaks<br />
both construction technological and size records, was previously a rundown industrial area<br />
that is being transformed through state-of-the-art engineering. We are creating a city district<br />
that will take both inhabitants and visitors into the future.<br />
Read more about Arenastaden at www.peab.se/arenastaden<br />
Industry,<br />
21% (21%)<br />
Civil<br />
Engineering,<br />
24% (23%)<br />
Operative net sales<br />
per business area, <strong>2012</strong><br />
Property Development, 1% (0%)<br />
Construction,<br />
54% (56%)
A Nordic customer base creates<br />
opportunities for profitable growth<br />
<strong>Peab</strong> works on a Nordic market. Sweden is the largest market at 81 percent.<br />
Norway and Finland increased their share of Group operating net sales<br />
during <strong>2012</strong> from 18 to 19 percent.<br />
Operative net sales per<br />
geographic market, <strong>2012</strong><br />
Finland<br />
6% (7%)<br />
Norway<br />
13% (11%)<br />
Sweden<br />
81% (82%)<br />
Operative net sales per<br />
customer type, <strong>2012</strong><br />
Other<br />
11% (13%)<br />
Private<br />
58% (55%)<br />
Public<br />
31% (32%)<br />
Highlights<br />
PEAB IN SUMMARY<br />
<strong>Peab</strong> is organized in four business areas; Construction, Civil Engineering,<br />
Industry and new in <strong>2012</strong> Property Development.<br />
In addition to continued investments in existing development projects, business<br />
area Property Development acquired a handful of large new projects, among<br />
them parts of Vasallen and at the same time sold others such as the housing<br />
development property to Domestica.<br />
As part of <strong>Peab</strong>’s long-term program for Norrland, which <strong>Peab</strong> initiated over 20<br />
years ago, we won a number of new contracts during the year from customers<br />
such as LKAB, Boliden and Northland Resources. <strong>Peab</strong> is currently one of the<br />
largest private employers in Norrland.<br />
Sweden’s new national arena, Friends Arena, was built by <strong>Peab</strong> and inaugurated<br />
in October <strong>2012</strong>. We continue to develop Arenastaden in Solna. We have started<br />
construction on housing there and on one of Sweden’s largest shopping centers,<br />
the Mall of Scandinavia.<br />
Through a jointly owned company <strong>Peab</strong> and Folksam acquired KF Fastigheter’s<br />
share of Kvarnholmen Utveckling AB as well as another company that came with<br />
development rights. After the acquisition Kvarnholmen Utveckling AB, which<br />
works with managing the development rights for the production of more than<br />
1,500 new apartments, is owned equally by JM and by the <strong>Peab</strong> and Folksam<br />
jointly owned company.<br />
<strong>Peab</strong> is building the extension of E4 South at Sundsvall. The project is a general<br />
contract with functional requirements and a future management and repair<br />
contract that <strong>Peab</strong>’s business areas Civil Engineering and Industry are jointly<br />
responsible for.<br />
In March 2013 Deputy CEO Jesper Göransson took over as CEO and acting<br />
President of <strong>Peab</strong>. He replaces Jan Johansson. The process to find a new<br />
ordinary CEO has been initiated by the Board.
Stable volumes but lower profits<br />
Orders received for Construction and Civil Engineering increased by 2 percent to SEK<br />
38,743 million. Order backlog at the end of the year was somewhat lower than at the start<br />
largely due to a high level of production during <strong>2012</strong>.<br />
Group operative net sales increased by 5 percent to SEK 45,997 million due to the good<br />
market situation in the beginning of the year together with a high level of production<br />
throughout the year. Net sales increased in all the business areas.<br />
The operative operating profit decreased to SEK 1,002 million (1,483) primarily due to writedowns<br />
totaling SEK 675 million, of which SEK 300 million was for Tele2 Arena in Stockholm<br />
and SEK 375 million in construction operations in Norway.<br />
Cash flow from current operations increased to SEK 503 million (60) despite an increase in<br />
acquisitions of project and development property.<br />
Earnings per share were SEK 2.47 (3.26).<br />
The equity/assets ratio amounted to 24.9 percent (25.4), which is on par with the financial<br />
goal.<br />
The Board proposes a dividend of SEK 1.60 per share, which is equivalent to 65 percent of<br />
the result for the year.<br />
An action plan was initiated in the business area Construction with the intent to improve<br />
profitability by methodically developing leadership, project organization and internal processes.<br />
This will, among other things, lead to a greater focus on profitability when choosing<br />
projects, ensure that we have the right resources for the projects we take on and that<br />
follow-up and control of ongoing projects function well.<br />
The Group’s other operations and Group staff were reviewed during the year for the purpose<br />
of reducing costs and thereby raising profitability.<br />
<strong>Peab</strong> set up a Medium Term Notes program (MTN) with a loan ceiling of SEK 3,000 million.<br />
This extended our capital base with a new complement to traditional bank financing. At the<br />
end of the year obligations worth a total of SEK 1,000 million were outstanding under the<br />
MTN program.<br />
Financial summary<br />
Jan-Dec Jan-Dec Jan-Dec<br />
<strong>2012</strong> 2011 2010<br />
Operative net sales, MSEK 1) 45,997 44,015 38,184<br />
Net sales, MSEK 46,840 43,539 38,045<br />
Operative operating profit, MSEK 1) 1,002 1,483 1,563<br />
Operative operating margin, % 1) 2.2 3.4 4.1<br />
Operating profit, MSEK 1,055 1,505 1,503<br />
Operating margin, % 2.3 3.5 4.0<br />
Pre-tax profit, MSEK 813 1,195 1,513<br />
Earnings per share before dilution, SEK 2.47 3.26 4.11<br />
Dividend per share, SEK 2) 1.60 2.10 2.60<br />
Return on equity, % 9.2 12.1 15.6<br />
Equity/assets ratio, % 24.9 25.4 27.8<br />
Cash flow before financing, MSEK 974 –1,071 –315<br />
Net debt, MSEK 6,470 6,626 5,719<br />
1) Operative net sales and operative operating profit are <strong>report</strong>ed according to pecentage of completion method. Net sales<br />
and operating profit are <strong>report</strong>ed according to legal accounting.<br />
2) Board of Directors’ proposal for <strong>2012</strong> to the AGM.<br />
Return on equity 1)<br />
%<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
2009<br />
2010<br />
2011<br />
1) According to legal accounting<br />
Goal >20%<br />
<strong>2012</strong><br />
Equity/assets ratio 1)<br />
%<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
2009<br />
2010<br />
Goal >25%<br />
2011<br />
1) According to legal accounting<br />
<strong>2012</strong><br />
Operative net sales<br />
MSEK<br />
50,000<br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
0<br />
2008*<br />
<strong>2012</strong> IN SUMMARY<br />
2009<br />
2010<br />
2011<br />
* Pro forma including <strong>Peab</strong> Industri<br />
<strong>2012</strong><br />
Operative operating profit and<br />
margin<br />
MSEK %<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
0<br />
2008* 2009<br />
0<br />
2010<br />
2011<br />
* Pro forma including <strong>Peab</strong> Industri<br />
2008<br />
2009<br />
2010<br />
2011<br />
<strong>2012</strong><br />
Orders received and order backlog<br />
Construction and Civil Engineering<br />
MSEK MSEK<br />
<strong>2012</strong><br />
Order backlog per 31 Dec Order intake<br />
Dividend<br />
SEK %<br />
4<br />
3<br />
2<br />
1<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
0<br />
2008 2009 2010 2011<br />
0<br />
<strong>2012</strong>*<br />
Dividend per share Dividend, %<br />
* For <strong>2012</strong>, Board of Directors' proposal<br />
0<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
1
COMMENTS FROM THE CEO<br />
Lasting, sustainable<br />
and cooperation<br />
In many ways <strong>2012</strong> was an eventful year for <strong>Peab</strong>, a mixture of good news<br />
and disappointments. Production levels were high but our profitability<br />
was way too low. We had a stable and good level of orders received but<br />
we also watched demand on the Nordic construction market recede. The<br />
most significant factor behind the decline is the weak development of<br />
new production in housing. The housing sector did not drive construction<br />
investments the way it usually does.<br />
THE PAST YEAR<br />
During <strong>2012</strong> <strong>Peab</strong> worked in four business<br />
areas; Construction, Civil Engineering,<br />
Industry and Property Development. Our<br />
business areas make up a complete<br />
customer offer but they also comprise a<br />
vital diversification in terms of markets and<br />
customers. Three of the business areas<br />
Civil Engineering, Industry and Property<br />
Development developed well in <strong>2012</strong> but<br />
our largest business area was less<br />
successful than anticipated. During the year<br />
write-downs amounted to SEK 675 million<br />
at the same time underlying earning was far<br />
too low. Our highest priority now is to restore<br />
profitability in 2013.<br />
In March 2013 CEO and President Jan<br />
Johansson chose to quit his position and I<br />
was appointed CEO and acting President.<br />
2 PEAB ANNUAL REPORT <strong>2012</strong><br />
The orders I and the other members of<br />
executive management have received from<br />
the Board are to speed up the work to lower<br />
costs and increase profitability. We also<br />
need to make changes in the balance sheet<br />
and reduce the amount of capital tied up.<br />
SUSTAINABLE COMMUNITY<br />
BUILDING<br />
In addition to our traditional role as a<br />
construction company in recent years <strong>Peab</strong><br />
has developed its position as a community<br />
builder. We participate more and more in<br />
the creation of a forward looking and<br />
sustainable society by taking a broader<br />
responsibility and thereby benefiting the<br />
community.<br />
This means we offer fully functional<br />
sustainable and environmental solutions in<br />
THE TUREBERG CHURCH<br />
Sollentuna<br />
our projects. Our customers are making<br />
increasingly higher demands on expertise<br />
and experience in matters that concern<br />
sustainability. Sustainability is often a<br />
matter of using common sense, exercising<br />
good judgment and maintaining order in our<br />
workplaces. This might revolve around how<br />
we take care of waste the best way, minimize<br />
energy consumption or what we think<br />
about certification. For example, all our own<br />
developed homes are environmentally<br />
certified. <strong>Peab</strong>’s goal is to be on the cutting<br />
edge of efficient sustainability, not just talk<br />
the talk but walk the walk. We want whatever<br />
we build today to meet demands from<br />
future generations whether they be environmental,<br />
financial or social. Building sustainably<br />
means building to last.
LASTING<br />
While we have to be sensitive and capable<br />
of changing, lasting is one of <strong>Peab</strong>’s<br />
mottos. By building lasting relationships<br />
with customers, suppliers and other partners<br />
we create stability in our organization.<br />
We have the same lasting view of our<br />
employees, and the expertise and experience<br />
they develop is a significant competitive<br />
advantage. Job satisfaction, safety and<br />
security at our workplaces are based on our<br />
long-term perspective and the best platform<br />
for achieving good results. By having this<br />
lasting perspective when we do things we<br />
can improve the way we produce, better<br />
develop construction material and provide<br />
our employees on all levels with the opportunity<br />
to grow. Lasting creates added value<br />
and credibility.<br />
COOPERATION<br />
From the very beginning <strong>Peab</strong> has been a<br />
company based on cooperation. Through<br />
internal collaboration between the Group’s<br />
different business areas we can offer the<br />
market alternatives that are very competitive.<br />
Cooperation is also the way we work<br />
externally. Years of building networks with<br />
customers, authorities, suppliers and other<br />
partners facilitates and speeds up our daily<br />
operations.<br />
Cooperation is another motto at <strong>Peab</strong><br />
and it’s important that this collaboration is<br />
correct and transparent where all the partners<br />
involved participate on equal terms. By<br />
working together we can realize our ambition<br />
to bring costs down and reduce lead<br />
times without lowering our standards of<br />
quality. Although we have done quite a bit in<br />
this area there are always more ways to<br />
improve and this is something we work on<br />
every day.<br />
OUR VALUES<br />
<strong>Peab</strong>’s core values Down-to-earth, Developing,<br />
Personal and Reliable make up the<br />
Jesper Göransson, CEO and acting President<br />
Group’s value foundation. These values<br />
reflect our company culture and the way we<br />
want our customers and business partners<br />
to perceive us. Our value foundation is built<br />
on the credibility of our brand and this is a<br />
matter that concerns everyone in the<br />
company. It’s a given that our customers<br />
must be able to trust us just as we must be<br />
able to trust them. We build our credibility<br />
when we keep our promises, meet deadlines,<br />
stay within a budget and comport<br />
ourselves with good ethics. We will always<br />
be a company that is open and acessible<br />
and which other companies and people<br />
want to deal with. <strong>Peab</strong>’s brand stands and<br />
falls with our credibility. This concerns<br />
everyone in the Group and is something we<br />
all must cherish and take responsibility for.<br />
EFFICIENT CONSTRUCTION<br />
<strong>Peab</strong>’s business areas Construction, Civil<br />
Engineering, Industry and Property Development<br />
cover together virtually anything<br />
and everything offered on the construction<br />
market. Having four business areas<br />
broadens the range of our expertise and<br />
this means we can offer our customers<br />
competitive, complete solutions in our<br />
community building. It also entails being<br />
able to further rationalize our processes on<br />
the worksite in both small and large<br />
projects, which is of benefit to our<br />
customers.<br />
A concrete example of how we can<br />
rationalize construction is the new production<br />
methods which have recently been<br />
implemented in logistics. Simple changes<br />
like respect for delivery times, an overhaul<br />
of the flows on sites, new ideas concern -<br />
ing waste management and more have<br />
lead to tangible improvements. The innovative<br />
thinking in logistics has had a very<br />
positive effect on the end result in several<br />
of our major projects like Clarion Hotel<br />
Post in Gothenburg, Waterfront in Stockholm,<br />
Arenastaden in Solna and the<br />
COMMENTS FROM THE CEO<br />
”While we have to be<br />
sensitive and capable of<br />
changing, lasting is one<br />
of <strong>Peab</strong>´s mottos”<br />
department stores in <strong>Peab</strong>’s group level<br />
contract with IKEA.<br />
IMPROVED PROFITABILITY<br />
An action plan was adopted in <strong>2012</strong> that<br />
delineates how we can improve profitability.<br />
This will be done by developing leadership,<br />
project organization and internal processes.<br />
Work on this action plan will intensify during<br />
2013.<br />
In order to generate the desired level of<br />
profitability everyone, on every level, needs<br />
to perform well. At the same time everyone<br />
in the Group has to constantly keep costs in<br />
mind.<br />
Even when the economy is slow we<br />
must meet our profit targets. We will therefore<br />
put even more energy into rationalizing<br />
our construction processes and avoiding<br />
projects that do not have the right risk profile.<br />
The old words of wisdom that say make<br />
sure the right resources are available<br />
before digging the hole ring truer than ever.<br />
Förslöv in April 2013<br />
Jesper Göransson<br />
CEO and acting President<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
3
A Nordic Community Builder:<br />
Experience is passed from<br />
project to project<br />
IKEA, Uddevalla, June <strong>2012</strong>: <strong>Peab</strong> was commissioned to build a new store for IKEA in<br />
Uddevalla as part of the agreement made in 2010 between IKEA and <strong>Peab</strong>. The store in<br />
Uddevalla is the third of ten included in the contract and is expected to be completed by the<br />
summer of 2013. As far as possible the same production leadership works with all the stores<br />
in the Nordic region. This provides us with valuable experiences that go from one project to<br />
the next. It also saves money and the environment, for the good of everyone involved.<br />
4 PEAB ANNUAL REPORT <strong>2012</strong>
Nordic construction and civil<br />
engineering market<br />
CONTRACTING WHILE<br />
INVESTMENTS ARE STILL NEEDED<br />
There are signs that the Nordic construction<br />
market is contracting. At the same time<br />
underlying investment needs continue to<br />
be substantial in Sweden, Norway and<br />
Finland. The housing market is not in<br />
balance, refurbishments are greatly needed<br />
in both homes and premises and an under<br />
dimensioned infrastructure requires extensive<br />
investments in communications,<br />
energy supplies and water and sewage<br />
networks.<br />
BIG HOUSING SHORTAGES<br />
Population growth and continued urbanization<br />
are strong forces on the housing market.<br />
The housing shortage in Sweden will accelerate<br />
in <strong>2012</strong>-2014 and hinder mobility in the<br />
labor force through uncertainty in households,<br />
more stringent financing requirements<br />
and sluggish planning processes. At the<br />
same time special municipal demands on<br />
housing design leads to higher and higher<br />
construction costs.<br />
RENOVATION AND RENEWMENT<br />
The need for renovation is considerable in<br />
both housing and premises in all three<br />
countries. Up to 300,000 apartments in<br />
CONSTRUCTION AND CIVIL ENGINEERING MARKET<br />
Building houses, roads, bridges and other infrastructure is as old<br />
as our civilization. Today the construction and civil engineering<br />
industry is one of the most important and largest players in the<br />
global economy. It is also a market that grows over time, even<br />
though some years are affected negatively by a turndown in the<br />
economy.<br />
Gross domestic product in the Nordic region<br />
Fixed prices, change in percent<br />
%<br />
8<br />
6<br />
4<br />
2<br />
0<br />
-2<br />
-4<br />
-6<br />
-8<br />
-10<br />
2008<br />
2009<br />
Source text: Industrifakta.<br />
2010<br />
2011<br />
Sweden Norway Finland<br />
Sweden from the period 1960-75 need to<br />
be refurbished in the next five years.<br />
Throughout the Nordic region public premises<br />
require renovation to meet demographic<br />
changes and older retail premises<br />
and offices need to be refitted to modern<br />
technical demands.<br />
ENERGY AND CLIMATE<br />
An important part of renewing buildings is<br />
drastically reducing energy consumption to<br />
achieve established climate goals. At the<br />
same time newly constructed buildings are<br />
expected to rapidly approach a zero energy<br />
standard and the construction industry’s<br />
production processes are becoming more<br />
energy efficient. Parallel with this development,<br />
major investments in a more sustainable<br />
supply of energy are needed in every<br />
sector of society.<br />
GROWTH AND RISING INCOMES<br />
Despite a slowing business cycle, economies<br />
in the Nordic region are stronger and<br />
developments in disposable incomes more<br />
positive than in the rest of Europe. This<br />
creates a platform for a quick recovery in<br />
demand for housing and premises when<br />
the situation in the euro area begins to<br />
stabilize.<br />
<strong>2012</strong><br />
2013F<br />
F=Forecast<br />
Source: Konjunkturinstitutet, Sweden.<br />
Interest rates and currencies<br />
10 year government bonds<br />
Intrest<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
2005<br />
2006<br />
CONTINUED URBANIZATION<br />
Populations continue to rise in growth<br />
regions in the Nordic countries. This puts<br />
higher demands on housing and public<br />
services,augmented by the needs of an<br />
aging citizenry.<br />
UNDER DIMENSTIONED<br />
INFRASTRUCTURE<br />
Greater mobility in the labor market raises<br />
the need for efficient commuting. Well functioning<br />
mass transit systems and transportation<br />
networks are essential to employment<br />
and growth. This, and EU’s efforts to<br />
create a more effective trans-European<br />
transportation network, generate greater<br />
investments in road and railroad networks.<br />
LOW INTEREST RATES<br />
It appears that at least Sweden and Finland<br />
will continue to have low interest rates in<br />
2013, which reduces the risk of falling<br />
housing prices and can facilitate recovery<br />
of the demand for housing. To a certain<br />
extent low rates also counter the negative<br />
effects of higher equity and amortization<br />
requirements to buy a home.<br />
2007 2008 2009<br />
2010<br />
Sweden Norway Finland<br />
2011<br />
<strong>2012</strong><br />
Source: Sveriges Riksbank.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
5
CONSTRUCTION AND CIVIL ENGINEERING MARKET<br />
MACROECONOMY<br />
Sweden<br />
GDP in <strong>2012</strong> was slightly lower than forecasted<br />
and is expected to be to around 1.0<br />
percent in 2013. Two underlying factors<br />
behind this development are weaker<br />
household consumption and exports.<br />
Unemployment is expected to increase in<br />
Housing investments, 2008 – 2013<br />
MSEK<br />
60,000<br />
50,000<br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
0<br />
2008 2009<br />
Housing investments Other building construction investments<br />
2010<br />
2011<br />
<strong>2012</strong><br />
2013F<br />
Sweden Norway Finland F=Forecast<br />
After the recovery in 2010 in Sweden and Finland, and in 2011<br />
in Norway, construction of new housing diminished in <strong>2012</strong> in<br />
all three countries. The forecasts for 2013 are a continued<br />
drop in primarily single homes in Sweden and Finland and<br />
apartments in Norway. This means the gap between single<br />
home construction in Sweden and other countries will remain<br />
significant as sluggish planning processes and requirements<br />
for larger down payments presses single home production to<br />
new lows. At the same time it appears that investments in the<br />
renovation of apartment buildings, mainly from the period<br />
1960-1975, continue to grow in Sweden where they have long<br />
been needed.<br />
GROWING HOUSING SHORTAGE<br />
Demographic changes and urbanization in all three countries<br />
are fueling the need for more housing in growth regions, and<br />
particularly in Sweden the low level of housing construction is<br />
beginning to have a negative effect on economic recovery.<br />
Forecasts indicate that in <strong>2012</strong>-2014 the already considerable<br />
lack of housing will increase by at least 50,000 apartments on<br />
top of the fact that nearly all the municipalities with growing<br />
populations have produced too little housing for the past<br />
several years. Similar problems exist in Norway and Finland<br />
even though there has been much more construction of new<br />
housing per inhabitant in recent years.<br />
LOW INTEREST RATES CAN STIMULATE<br />
Both Sweden and Finland have low interest rates which<br />
normally should stimulate housing demand. However, this<br />
may not be enough to counter the effects of rising unemployment,<br />
more stringent financing demands and the uncertainty<br />
about economic developments. In Norway, on the other hand,<br />
it is possible that continued stable employment levels, high<br />
housing prices and the strong development of disposable<br />
incomes will uphold the demand for housing for another few<br />
years.<br />
Source text: Industrifakta.<br />
6 PEAB ANNUAL REPORT <strong>2012</strong><br />
2013 and CPI inflation is expected to fall<br />
further from an already low level. Even the<br />
policy interest rate is expected to continue<br />
to drop and only increase marginally in<br />
2014. At the same time there are signs of a<br />
more expansive financial policy from the<br />
government.<br />
Other building construction investments, 2008 – 2013<br />
MSEK<br />
160,000<br />
140,000<br />
120,000<br />
100,000<br />
80,000<br />
60,000<br />
40,000<br />
20,000<br />
0<br />
2008 2009<br />
Norway<br />
Growth in Norway is still the highest in the<br />
Nordic region but it is expected to slow<br />
slightly to 3.0 percent in 2013. Household<br />
consumption increased in <strong>2012</strong> and is<br />
expected to remain on a high level in 2013.<br />
CPI inflation fell in <strong>2012</strong> but is expected to<br />
2010<br />
2011<br />
<strong>2012</strong><br />
2013F<br />
Sweden Norway Finland F=Forecast<br />
Other building construction investments in commercial, industrial<br />
and public premises showed strong growth in Sweden<br />
and Norway in 2010-2011 with continued growth in Norway in<br />
<strong>2012</strong>. In 2013 investments levels are expected to contract in<br />
both countries and in Finland premise construction is<br />
expected to remain on the same low but stable level as in<br />
recent years.<br />
OFFICE AND RETAIL SPACE<br />
There has been more construction in this sector in Norway<br />
than in the rest of the Nordic region, but despite a significant<br />
demand for premises in, for example, the Oslo region there<br />
was, just as in Sweden, a downturn in <strong>2012</strong> when external<br />
uncertainty increased. This decline is expected to continue in<br />
2013 and reach Finland as well. One of the factors behind the<br />
weaker development in all three countries is that it has become<br />
more difficult to finance commercial space construction and<br />
the uncertainty surrounding how the service sector and retail<br />
stores will be affected by the developments in the rest of<br />
Europe.<br />
INDUSTRIAL CONSTRUCTION<br />
Industrial construction grew in both Sweden and Norway<br />
during <strong>2012</strong> primarily through major investments in base<br />
industry while in Finland developments were the opposite.<br />
Global turbulence is expected to lead to a decline in exports in<br />
2013, which will dampen investments in industry in Sweden<br />
and Norway while Finland may experience a slight upturn from<br />
a low level.<br />
PUBLIC PREMISES<br />
Construction in the public sector in Sweden dropped slightly in<br />
<strong>2012</strong> while it continued to rise to new record levels in Norway.<br />
There was a minor upturn in Finland although investments are<br />
still on a low level. Construction in 2013 is expected to slowly<br />
cool down to more normal levels in both Sweden and Norway<br />
as a result of concerns about shrinking tax incomes in Sweden<br />
and the indebtedness of many municipalities in Norway.
ise again in 2013. Even the policy interest<br />
rate is expected to increase later in the<br />
year. This can dampen household<br />
borrowing and lead to a slightly weaker<br />
demand for housing. At the same time<br />
unemployment is expected to remain on<br />
the low level of around 3 percent in 2013.<br />
MSEK<br />
Civil engineering investments<br />
Ongoing investments, 2008-2013<br />
100,000<br />
80,000<br />
60,000<br />
40,000<br />
20,000<br />
0<br />
2008 2009<br />
2010<br />
2011<br />
Sweden Norway Finland<br />
<strong>2012</strong><br />
2013F<br />
F=Forecast<br />
SWEDEN<br />
Civil engineering construction increased in <strong>2012</strong>, in part<br />
through substantial private investments in energy supply.<br />
Even public civil engineering investments rose slightly but they<br />
are expected to fall back again in 2013 due to lower funding.<br />
Unchanged levels are forecasted for 2013 despite the enormous<br />
investment needs in mass communication and energy<br />
supply.<br />
NORWAY<br />
Civil engineering construction accelerated in Norway during<br />
<strong>2012</strong> and this is expected to continue in 2013 as well. Growth<br />
is generated in several areas but above all in roads and railroads<br />
as well as energy-related investments, including the<br />
offshore sector. Factors that may have a dampening effect on<br />
Norwegian civil engineering construction are the lack of available<br />
capacity and the inability of municipalities to finance<br />
major projects.<br />
FINLAND<br />
Finnish civil engineering investments were more or less<br />
unchanged in <strong>2012</strong> and this is projected for 2013 as well.<br />
Major mass transit investments are in progress in the region<br />
around the capital where an influx of new residents has<br />
created a need for more efficient communications including a<br />
new metro line. One area of uncertainty in the coming years is<br />
what will be prioritized in the government’s financial policy.<br />
Source text: Industrifakta.<br />
Finland<br />
Government finances continued to be<br />
stable despite lower growth in <strong>2012</strong>. The<br />
forecasts for GNP in 2013 are on the same<br />
level as in Sweden despite slightly lower<br />
household consumption and growing<br />
unemployment. Comparatively high infla-<br />
CONSTRUCTION AND CIVIL ENGINEERING MARKET<br />
MSEK<br />
Total construction and civil<br />
engineering investments<br />
Total building construction and civil engineering investments, 2008-2013<br />
300,000<br />
250,000<br />
200,000<br />
150,000<br />
100,000<br />
50,000<br />
0<br />
2008 2009<br />
tion of around 3 percent is expected to fall<br />
somewhat in the next two years, which can<br />
maintain real incomes. Household finances<br />
are also supported by an extremely low<br />
interest rate, which is expected to drop<br />
even further.<br />
2010<br />
2011<br />
Sweden Norway Finland<br />
<strong>2012</strong> 2013F<br />
F=Forecast<br />
PUBLIC SPACE DOMINATES<br />
The greatest single sector in Nordic construction in <strong>2012</strong> was<br />
public premises with investments for a total of around SEK<br />
190 billion. Included in this sum are a number of smaller<br />
sectors such as healthcare, education and public administration.<br />
Next in line was civil engineering construction at around<br />
SEK 170 billion followed by new and refurbished housing for<br />
some SEK 142 billion and private premises such as offices,<br />
stores and industrial facilities at around SEK 118 billion. In<br />
addition to the total construction investments of about SEK<br />
620 billion, costs for maintenance, renovation and repair<br />
amounted to around SEK 430 billion.<br />
CONSTRUCTION DEVELOPMENT 2008-2013<br />
During the past five years total construction investments in<br />
Sweden and Norway have more or less hovered around SEK<br />
200 to 250 billion per year, while total investments in Finland<br />
have been considerably more modest at around SEK 125<br />
billion. And although Sweden and Norway have different<br />
underlying macroeconomic situations the two countries still<br />
had similar business cycles that were plainly affected by the<br />
crisis in the euro area. Finland, however, has had a completely<br />
different business cycle and a more stable investment level<br />
where, somewhat surprisingly, the effect of developments in<br />
the rest of Europe are not as obvious. Even the accumulated<br />
forecasts for 2013 vary between the countries. In both<br />
Sweden and Norway construction volumes are expected to<br />
contract while in Finland it looks like they will remain on the<br />
same stable level as the past few years. However, a prerequisite<br />
for this development is that no new negative events occur<br />
in the euro area that affect employment levels, financing terms<br />
etc. in the three Nordic countries.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
7
BUSINESS MODEL<br />
A Nordic Community Builder<br />
in constant development<br />
<strong>Peab</strong>’s business model is built on our shared fundamental values that<br />
are in turn based on our four core values: Down-to-Earth, Developing,<br />
Personal and Reliable. These are the cornerstones of <strong>Peab</strong>’s company<br />
culture and they steer the way we work. Together our four business<br />
areas form a comprehensive offer to the market.<br />
Stakeholders<br />
Owners<br />
Financiers<br />
Customers<br />
Suppliers<br />
Employees<br />
Society<br />
8 PEAB ANNUAL REPORT <strong>2012</strong><br />
Fundamental Values<br />
<strong>Peab</strong>’s business model is built on our shared values and the four core<br />
values that permeate every aspect of our business. We continually<br />
develop our personnel based on this foundation.<br />
OUR CORE VALUES<br />
Down-to-earth: We will be down-to-earth in the way we work, decision-making<br />
will be close at hand and we will be sensitive to the needs<br />
of our customers.<br />
Developing: We will be innovative, flexible and strive for continuous<br />
improvement.<br />
Personal: Through an honest and trustful dialogue with our customers<br />
and partners we will create and maintain long-term, good relationships.<br />
Reliable. We will always perform with good business ethics, competence<br />
and professional skill.<br />
External factors<br />
The economy<br />
Interest rates<br />
Financial market<br />
Market needs<br />
Demographic growth and urbanization<br />
The environment<br />
Financial goals<br />
Stakeholders<br />
External factors<br />
Earnings in <strong>Peab</strong> will be used to develop the business<br />
and generate a return to the owners. The business is<br />
steered by the financial goals:<br />
Return on equity<br />
The equity/assets ratio<br />
Dividends<br />
These are broken down into a number of operational<br />
goals adjusted to suit different operations in the Group.<br />
Read more about our goals on page 11.<br />
Property Development
A business concept that builds on<br />
local entrepreneurs with a big group’s<br />
resources<br />
We have a clearly defined business concept that is built on a large<br />
number of entrepreneurs working close to our customers with access to<br />
the competence and scale advantages that only a big group can offer.<br />
BUSINESS CONCEPT<br />
“<strong>Peab</strong> is a construction and civil engineering company that puts<br />
total quality in every step of the construction process first. Through<br />
innovation combined with solid professional skills we make the<br />
customer’s interest our own and thereby build for the future.”<br />
Vision<br />
Construction Civil Engineering<br />
Business<br />
concept<br />
Fundamental<br />
Values<br />
Financial<br />
goals<br />
Industry<br />
Strategies<br />
Our vision<br />
PEAB BUILDS SUSTAINABLE COMMUNITIES<br />
FOR THE FUTURE<br />
We are the obvious partner for community building in the Nordic<br />
region. We come up with ideas, take initiative and break new<br />
ground. We conserve resources and our climate smart solutions<br />
have spearheaded developments. Our work is sustainable throughout<br />
its entire life cycle.<br />
PEAB IS THE NORDIC COMPANY FOR CONSTRUCTION<br />
Our entire organization works together to exceed our customers’<br />
expectations. <strong>Peab</strong> is always close to our customers no matter<br />
whether they operate locally, nationally or globally. Satisfied customers<br />
contribute to our success in the entire Nordic region.<br />
PEAB ATTRACTS TALENTED PEOPLE<br />
We are the number one Nordic employer. Our values are simple<br />
and clear. Our personnel is deeply engaged and our leaders<br />
committed to helping people develop. When our employees grow,<br />
<strong>Peab</strong> grows.<br />
Value creation<br />
Group strategies that lead to our vision<br />
We realize our vision through six Group strategies:<br />
Cost-efficient business<br />
Investment in profitable growth in the Nordic region<br />
Be seen and heard in the Nordic region<br />
Pioneers in sustainable community building<br />
Strengthen and develop customer relations<br />
Be the best workplace in the Nordic region<br />
Read more about our strategies on page 10.<br />
Four business areas that form<br />
a competitive offer<br />
BUSINESS MODEL<br />
Value creation<br />
Sustainable community building<br />
Customer benefits<br />
Return on investments<br />
Competence development<br />
Experience transfers<br />
Community benefits<br />
With our four business areas Construction, Civil Engineering, Industry<br />
and Property Development we have access to, either through direct<br />
ownership or well-developed partnerships, the strategic resources<br />
required to carry out major, resource-demanding projects. This allows us<br />
to offer customers everywhere in the Nordic region effective comprehensive<br />
solutions. Read more about our business areas on pages 16-27.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
9
GROUP STRATEGIES<br />
Group Strategies<br />
Our six defined Group strategies help us in the work to achieve<br />
our vision. Our strategic focus is long-term but can be adapted<br />
short-term to current conditions. Starting in the latter part of <strong>2012</strong><br />
our focus has been on ensuring cost-efficient operations due to the<br />
latest developments in profitability and the weakening market.<br />
Strategy Description<br />
Cost-efficient business<br />
Investment in profitable<br />
growth in the Nordic region<br />
Be seen and heard in the<br />
Nordic region<br />
Pioneers in sustainable<br />
community building<br />
Strengthen and develop<br />
customer relations<br />
The best workplace in the<br />
Nordic region<br />
10 PEAB ANNUAL REPORT <strong>2012</strong><br />
Cost efficiency is essential to developing a competitive business that can also produce a<br />
return for <strong>Peab</strong>’s owners, which is why we are always focused on increasing efficiency<br />
throughout our operations.<br />
Profitable growth is essential to <strong>Peab</strong>’s value creation. Growth is important since it<br />
improves our ability to compete – in part because big companies are usually involved in<br />
big projects and in part because size is an advantage that lowers costs.<br />
We intend to make <strong>Peab</strong> a household name as a Nordic Community Builder. By being seen<br />
and heard, in our own industry and on the Nordic market, we can better attract customers,<br />
personnel and investors.<br />
By being pioneers in sustainable community building we not only create value for our<br />
customers and their customers, we create value for society at large, our employees and<br />
our owners. This, in turn, paves the way for new markets and business opportunities for<br />
both our customers and us.<br />
In addition to being the foundation of <strong>Peab</strong>’s operations our strong customer relations are<br />
the key to efficient production at lower prices with higher quality.<br />
In the coming years more and more <strong>Peab</strong> employees will retire while the labor force<br />
will diminish as people born in the 40s leave it. This sharpens the competition for young,<br />
qualified workers – in construction and in industry in general. At the same time <strong>Peab</strong> plans<br />
to grow which means we must be able to attract, develop and keep new employees.
Financial and operative goals<br />
The surplus from operations will be used in investments,<br />
to develop our business and deliver a return to our owners.<br />
FINANCIAL GOALS<br />
<strong>Peab</strong>’s management steers operations<br />
based on the Board’s guidelines that are<br />
founded on three financial goals; Return on<br />
equity, Equity/assets ratio and Dividends.<br />
They were adopted in the spring of 2007<br />
and are valid for the entire Group. The<br />
goals are clear and simplify communication<br />
with financial markets.<br />
Over time goal achievement can vary<br />
with changes in the economy but also<br />
depending on the different stages of our<br />
development where some are characterized<br />
by expansion and others by consolidation.<br />
Last year <strong>Peab</strong> successively moved<br />
out of the expansive phase of the past few<br />
years that was coupled with heavy investments.<br />
We have acquired companies,<br />
started up in new places and invested in different<br />
development projects. These investments<br />
have been aimed at strengthening<br />
our position but they have charged profitability<br />
and cash flow in the short term.<br />
PEAB GROUP’S FINANCIAL GOALS<br />
Goal Comments<br />
Return on equity will be a minimum<br />
of 20 percent<br />
The goal is set to create an effective<br />
business and a rational capital structure<br />
based on <strong>Peab</strong>´s business.<br />
Equity/assets ratio will be a minimum<br />
of 25 percent<br />
The equity/assets ratio regulates the relationship<br />
between equity and debt. The<br />
goal, which is set to balance the owners’<br />
demands on returns and the need to<br />
safeguard the business during times with<br />
a more difficult market situation, entails<br />
that a minimum of 25 percent of Group<br />
assets are financed through equity.<br />
Dividends will be a minimum of 50<br />
percent of profit after tax<br />
The goal is set to ensure the owners’<br />
return on their contributed capital as well<br />
as meet the company’s need for funds to<br />
develop operations.<br />
In <strong>2012</strong> we have continued to invest in<br />
housing and property development projects<br />
as well as machines. In coming years <strong>Peab</strong><br />
will scale down investments below <strong>2012</strong><br />
levels in all our business areas except<br />
Property Development which is under<br />
construction.<br />
OPERATIVE GOALS<br />
<strong>Peab</strong> consists of a number of different<br />
operations with different conditions and<br />
therefore they have internal goals that fit<br />
each individual business. These goals are<br />
regularly followed up through <strong>report</strong>s on<br />
projects and profit units. Operative goals<br />
are primarily focused on three areas:<br />
Profitability: This is measured through<br />
the operating margin where we focus<br />
on price-setting and particularly overhead,<br />
as well as through the return on<br />
capital employed in order to ensure<br />
optimal use of the capital tied up in<br />
facilities and project developments.<br />
In recent years returns on equity have fallen largely due<br />
to lower earnings in current operations. At the same time<br />
we have expanded our business which has in the shortterm<br />
charged profitability but will long-term strengthen<br />
our earnings. In <strong>2012</strong> profitability in business areas Civil<br />
Engineering, Industry and Property Development<br />
improved. The result in Construction was charged by<br />
project adjustments and write-downs that totaled SEK<br />
675 million, which had a negative effect on the return on<br />
equity. In <strong>2012</strong> return on equity amounted to 9.2 percent.<br />
The equity/assets ratio goal has been reached or<br />
surpassed in recent years. The high rate of investment<br />
in the past few years has led to a larger balance sheet<br />
total, which has resulted in a lower equity/assets ratio. In<br />
<strong>2012</strong> substantial write-downs in construction operations<br />
have, in addition, affected the equity/assets ratio negatively.<br />
The equity/assets ratio amounted to 24.9 percent<br />
per 31 December <strong>2012</strong>.<br />
A dividend of SEK 1.60 per share is proposed for <strong>2012</strong>.<br />
Calculated as a share of consolidated <strong>report</strong>ed profit<br />
after tax the proposed dividend is 65 percent. The<br />
proposed dividend corresponds to a direct return of 5.2<br />
percent calculated at the closing price on 31 december<br />
<strong>2012</strong>.<br />
FINANCIAL AND OPERATIVE GOALS<br />
Cash flow and liquidity: Cash flow<br />
before financing must always be positive<br />
in the long-term. Even if this may<br />
deviate for a particular year, the tied up<br />
working capital and investment levels<br />
must, over time, match the cash flow<br />
generated by operative units. The<br />
Group’s liquid funds, including unutilized<br />
credit facilities, amounted to SEK<br />
5.7 billion per 31 December <strong>2012</strong>.<br />
Tied up capital: Tied up capital is an<br />
important steering instrument to ensure<br />
that the business is capital effective,<br />
that the Group prioritizes the right project<br />
and that <strong>Peab</strong> always has the<br />
resources it needs to grow. A Group<br />
level investment team decides on the<br />
business areas’ investments for both<br />
machines and project property. This<br />
keeps the entrepreneurial spirit in our<br />
units intact while ensuring that the<br />
Group’s tied up capital is used<br />
optimally.<br />
Return on equity<br />
%<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
2009<br />
Equity/assets ratio<br />
%<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
2009<br />
Dividends<br />
%<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
2008 2009<br />
1)<br />
2010<br />
2010<br />
2010<br />
Goal >20%<br />
2011<br />
2011<br />
Goal >50%<br />
2011<br />
<strong>2012</strong><br />
Goal >25%<br />
<strong>2012</strong><br />
<strong>2012</strong><br />
1) For <strong>2012</strong>, Board of Directors’ proposal.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
11
A Nordic Community Builder:<br />
Fewer accidents on straight<br />
roads<br />
E6 Bohus County, June <strong>2012</strong>: E6 ties together the financially important regions<br />
Öresund, Gothenburg and Oslo. The highway has been notoriously crowded in Bohus<br />
County where heavy traffic, tourists and residents jostle shoulder to shoulder. The worn<br />
road has entailed major traffic problems and caused accidents. In June <strong>2012</strong> <strong>Peab</strong> opened<br />
new stretches of E6 that were now rerouted to keep heavy, through traffic off city streets.<br />
Through this project business areas Industry and Civil Engineering have laid yet another<br />
piece of the community puzzle that brings Nordic people closer to each other.<br />
Read more about E6 Bohus County at www.peab.se/E6-bohuslan<br />
E6<br />
Bohus County<br />
12 PEAB ANNUAL REPORT <strong>2012</strong>
Board of Directors’ Report<br />
NET SALES 1)<br />
Group operative net sales for <strong>2012</strong><br />
increased from SEK 44,015 to 45,997<br />
million, which was an increase of 5 percent.<br />
Net sales in all the business areas increased.<br />
This increase is due to a relatively good<br />
market at the beginning of the year and a<br />
high level of production throughout the<br />
year. After adjustments for acquired and<br />
divested units operative net sales increased<br />
by 5 percent compared to the last year.<br />
The adjustment in housing <strong>report</strong>ing<br />
affected net sales by SEK 843 million<br />
(-476). Reported Group net sales for <strong>2012</strong><br />
therefore increased by 8 percent to SEK<br />
46,840 million (43,539).<br />
Of the year’s net sales, SEK 9,551<br />
million (7,616) were attributable to sales<br />
and production outside Sweden, which<br />
means that the Group has expanded its<br />
Nordic presence.<br />
PROFIT 1)<br />
Operative operating profit for <strong>2012</strong> was<br />
SEK 1,002 million compared to SEK 1,483<br />
million last year. The adjustment in housing<br />
<strong>report</strong>ing affected operating profit by SEK<br />
53 million (22). Reported operating profit for<br />
<strong>2012</strong> therefore amounted to SEK 1,055<br />
million (1,505). The lower operating profit is<br />
largely due to project adjustments and<br />
write-downs in business area Construction<br />
for a total of SEK 675 million, consisting of<br />
SEK 300 million for Tele2 Arena in Stockholm<br />
and SEK 375 million in Norway.<br />
Underlying earnings in construction are<br />
Operative net sales<br />
MSEK<br />
50,000<br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
0<br />
2008*<br />
2009<br />
2010<br />
2011<br />
* Pro forma including <strong>Peab</strong> Industri<br />
<strong>2012</strong><br />
BOARD OF DIRECTORS’ REPORT<br />
The Board of Directors and the Chief Executive Officer of <strong>Peab</strong> AB (publ),<br />
Corporate ID Number: 556061-4330, hereby submit the following annual<br />
<strong>report</strong> and consolidated accounts for the <strong>2012</strong> financial year.<br />
stable but too low. An action plan to restore<br />
profitability was therefore initiated during<br />
the year. The other three business areas<br />
Civil Engineering, Industry and Property<br />
Development have developed positively<br />
during the year and operating profit<br />
increased in all of them.<br />
The operative operating margin was<br />
2.2 percent compared to 3.4 percent in<br />
2011. Corrected for project adjustments<br />
and write-downs for a total of SEK 675<br />
million underlying Group operative operating<br />
margin amounted to 3.6 percent (3.4).<br />
Depreciation for the year was SEK 848<br />
million (803).<br />
Net financial items amounted to SEK<br />
-242 million (-310), of which net interest<br />
expense amounted to SEK -294 million<br />
(-234). Received dividends were SEK 46<br />
(20) million during the year. The effect of<br />
valuing financial instruments at fair value<br />
affected net financial items by SEK 39<br />
million (-78). The income effect of valuing<br />
the Brinova holding at fair value until its<br />
divestiture in the third quarter amounted to<br />
SEK 27 million (-81), which explains most<br />
of the improvement in net financial items.<br />
Pre-tax profit amounted to SEK 813<br />
million (1,195).<br />
Tax for the year was SEK -88 million<br />
(-252). Tax was affected by the sales of property<br />
projects through the divestiture of shares<br />
where the gains are not taxable. There have<br />
also been positive tax effects due to the<br />
lowered tax rate in Sweden, which affected<br />
deferred tax positively by SEK 80 million.<br />
Operative operating profit and<br />
margin<br />
MSEK %<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
2008* 2009<br />
2010<br />
Profit for the year amounted to SEK 725<br />
million (943).<br />
FINANCIAL POSITION<br />
The equity/assets ratio on 31 December<br />
<strong>2012</strong> was 24.9 percent compared to 25.4<br />
percent at the previous year-end, which<br />
is in line with the Group financial goal.<br />
Interest-bearing net debt amounted to SEK<br />
6,470 million (6,626). During the year <strong>Peab</strong><br />
has continued to invest in housing and<br />
property developments as well as machines.<br />
Net debt decreased during the fourth<br />
quarter by around SEK 1,600 million as a<br />
result of property sales, settling receivables<br />
in partly owned projects and the divestiture<br />
of the Catena holding.<br />
The average interest rate in the loan<br />
portfolio including derivatives was 2.9<br />
percent (3.5) on 31 December <strong>2012</strong>.<br />
Group liquid funds, including non-<br />
utilized credit facilities, were SEK 5,661<br />
million (4,944) at the end of the year.<br />
INVESTMENTS<br />
Net investments of tangible and intangible<br />
assets increased from SEK 906 million to<br />
SEK 925 million during the year. Project<br />
and development properties were acquired<br />
for a total of SEK 822 million (273) during<br />
the year.<br />
CASH FLOW<br />
Cash flow from current operations was SEK<br />
503 million (60). The acquisition of project<br />
and development property for SEK -989<br />
Equity/assets ratio 1)<br />
%<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
Goal >25%<br />
1) <strong>Peab</strong> applies IFRIC 15, Agreements for the Construction of Real Estate, in legal <strong>report</strong>ing. As a result IAS 18, Revenue, will be applied to <strong>Peab</strong>’s housing projects in Finland and<br />
Norway as well as <strong>Peab</strong>’s own single homes in Sweden. Revenue from these projects will be recognized first when the home is handed over to the buyer. Segment <strong>report</strong>ing is<br />
based on the percentage of completion method for all our projects since this mirrors how executive management and the Board monitor the business. There is a bridge in<br />
segment <strong>report</strong>ing between operative <strong>report</strong>ing according to the percentage of completion method and legal <strong>report</strong>ing. Operative net sales and operative operating profit are<br />
<strong>report</strong>ed according to the percentage of completion method. Net sales and operating profit are <strong>report</strong>ed according to legal accounting.<br />
2011<br />
* Pro forma including <strong>Peab</strong> Industri<br />
<strong>2012</strong><br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
2009<br />
2010<br />
2011<br />
1) According to legal accounting<br />
<strong>2012</strong><br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
13<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
BOARD OF DIRECTORS’ REPORT<br />
million (-682) is also included in the cash<br />
flow from current operations.<br />
Cash flow from investment activities<br />
was SEK 471 million compared to SEK<br />
-1,131 million the previous year. The year<br />
has been affected positively by divestitures<br />
of property and settling interest-bearing<br />
receivables in partly owned projects as well<br />
as the disposal of the holdings in Brinova<br />
and Catena. During the year investments<br />
in housing and property development projects<br />
and in machines have continued.<br />
The redemption of futures for shares in<br />
Lemminkäinen Oyj has affected cash flow<br />
by the cash paid for shares. The previous<br />
year was characterized by broad expansion<br />
with investments in all our operations.<br />
Cash flow before financing amounted<br />
to SEK 974 million compared to SEK -1,071<br />
million last year.<br />
ORDERS RECEIVED AND ORDER<br />
BACKLOG CONSTRUCTION AND<br />
CIVIL ENGINEERING<br />
Orders received in <strong>2012</strong> amounted to SEK<br />
38,743 million compared to SEK 37,986<br />
million in 2011. Included in orders received<br />
for Construction is <strong>Peab</strong>’s single largest<br />
project ever, the Mall of Scandinavia in<br />
Solna, as well as housing connected to<br />
Arenastaden and other housing projects<br />
located primarily in major Nordic cities.<br />
Business area Construction has received<br />
new orders for a number of shopping<br />
centers, new construction or renovation of<br />
hotels in Sweden and several other large<br />
projects such as a new stage of MAX IV<br />
laboratory in Lund.<br />
Some of the orders received in the<br />
Orders received and order backlog<br />
Orders received Order backlog<br />
<strong>2012</strong> 2011 31 Dec 31 Dec<br />
MSEK<br />
<strong>2012</strong> 2011<br />
Construction 27,185 27,841 20,132 20,578<br />
Civil Engineering 12,729 11,350 8,610 8,526<br />
Eliminations –1,171 –1,205 –686 –726<br />
Group 38,743 37,986 28,056 28,378<br />
Return on equity 1)<br />
%<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
2009<br />
2010<br />
2011<br />
1) According to legal accounting<br />
14 PEAB ANNUAL REPORT <strong>2012</strong><br />
Goal >20%<br />
<strong>2012</strong><br />
Environmentally<br />
classified senior<br />
and sheltered<br />
housing<br />
The demand for secure and comfortable<br />
housing is growing as the average age of<br />
populations rises. <strong>Peab</strong> is building senior and<br />
sheltered housing in several places in<br />
Sweden. One example is Sala where the fourfloor,<br />
80 room building has been environmentally<br />
classified as a Miljöbyggnad (Environmental<br />
Building) Gold. The concept Miljöbyggnad<br />
documents important qualities in a<br />
building regarding energy, indoor environment<br />
and material. A building can be given one of<br />
three rankings and Gold is the highest.<br />
Net investments incl. project<br />
and development property<br />
MSEK<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
0<br />
2008* 2009<br />
2010<br />
2011<br />
<strong>2012</strong><br />
* Including the effect of the acquisition of<br />
<strong>Peab</strong> Industri<br />
business area Civil Engineering were for<br />
local industries, new maintenance contracts<br />
for roads and extensions of Nordic<br />
roads. We also received an order from<br />
SSAB for an extension of the deep harbor<br />
in Oxelösund and a number of orders from<br />
the mining industry.<br />
Order backlog yet to be produced at the<br />
end of the year amounted to SEK 28,056<br />
million (28,378). Although the number of<br />
orders received increased in <strong>2012</strong> compared<br />
with 2011, the high rate of production<br />
during the year meant that the order backlog<br />
was slightly lower at the end of <strong>2012</strong><br />
than at the end of 2011.<br />
Of the total order backlog, 30 percent<br />
(24) is expected to be produced after 2013.<br />
Swedish operations accounted for 87<br />
percent (86) of the order backlog.<br />
No orders received or order backlog is<br />
given for the business areas property<br />
Development and Industry.<br />
COMMENTS ON THE BUSINESS<br />
AREAS<br />
As of 1 January <strong>2012</strong> the <strong>Peab</strong> Group is<br />
presented in four different business areas:<br />
Construction, Civil Engineering, Industry<br />
and Property Development. The business<br />
areas are also operating segments.<br />
Comparable figures for the year 2011<br />
have been translated into the new business<br />
areas. Construction of our own development<br />
projects is presented in segment<br />
<strong>report</strong>ing according to the percentage of<br />
Orders received and order backlog<br />
Construction and Civil Engineering<br />
MSEK MSEK<br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
Cash flow before financing<br />
Mkr<br />
0<br />
1,200<br />
900<br />
600<br />
300<br />
0<br />
-300<br />
-600<br />
-900<br />
-1,200<br />
-1,500<br />
2008<br />
2008*<br />
2009<br />
2009<br />
2010<br />
2010<br />
2011<br />
2011<br />
<strong>2012</strong><br />
* Including the effect of the acquisition<br />
of <strong>Peab</strong> Industri<br />
<strong>2012</strong><br />
40,000<br />
30,000<br />
20,000<br />
10,000<br />
Order backlog per 31 Dec Order intake<br />
0
completion method. Unrealized internal<br />
profits and net sales are eliminated within<br />
the Group. When our own housing development<br />
projects are divested these effects are<br />
returned to the Group and the capital gains<br />
from the sales are <strong>report</strong>ed in business<br />
area Property Development. Read more<br />
about our business areas on pages 16-27.<br />
In addition to the business areas, central<br />
companies, certain subsidiaries and<br />
other holdings are presented. The central<br />
companies primarily consist of the parent<br />
company <strong>Peab</strong> AB and <strong>Peab</strong> Finans AB.<br />
<strong>Peab</strong> AB’s operations consist of executive<br />
management and shared Group functions.<br />
The internal bank <strong>Peab</strong> Finans AB handles<br />
the Group’s liquidity and debt management<br />
as well as financial risk exposure. The company<br />
is also a service function for the subsidiaries<br />
and works out solutions for loans<br />
and investments, project-related financing<br />
and currency risk hedging.<br />
Operating profit for the year for Group<br />
functions was SEK -232 million (-210).<br />
Net sales and operating profit per business area<br />
Net sales Operating profit Operating margin<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Construction 27,992 27,822 –13 600 0.0% 2.2%<br />
Civil Engineering 12,643 11,554 440 390 3.5% 3.4%<br />
Industry 10,723 10,404 788 693 7.3% 6.7%<br />
Property Development 345 189 51 31 14.8% 16.4%<br />
Group functions 109 132 –232 –210<br />
Eliminations –5,815 –6,086 –32 –21<br />
Operative 1) 45,997 44,015 1,002 1,483 2.2% 3.4%<br />
Adjustment in housing <strong>report</strong>ing 2) 843 –476 53 22<br />
Legal 46,840 43,539 1,055 1,505 2.3% 3.5%<br />
1) According to percentage of completion method (IAS 11).<br />
2) Adjustment of the accounting principle for own homes in Sweden and housing in Finland and Norway to the completion method (IAS 18).<br />
Industry,<br />
21% (21%)<br />
Civil<br />
Engineering,<br />
24% (23%)<br />
Share of Group operative<br />
net sales, <strong>2012</strong><br />
Property Development, 1% (0%)<br />
Construction,<br />
54% (56%)<br />
STOCKHOLM WATERFRONT<br />
Stockholm<br />
Share of Group operative<br />
operating profit, <strong>2012</strong><br />
Property Development, 4% (2%)<br />
Industry,<br />
62% (40%)<br />
Construction,<br />
–1% (35%)<br />
Civil<br />
Engineering,<br />
35% (23%)<br />
BOARD OF DIRECTORS’ REPORT<br />
Property Development, 1% (0%)<br />
Industry,<br />
21% (20%)<br />
Civil<br />
Engineering,<br />
25% (25%)<br />
Share of Group<br />
employees, <strong>2012</strong><br />
Construction,<br />
53% (55%)<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
15<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
Business area Construction –<br />
everything from construction<br />
maintenance to extensive<br />
community projects<br />
With many years of experience from all kinds of projects<br />
<strong>Peab</strong>’s construction operations offer customers a wide range<br />
of expertise and cost-efficient solutions. Business area<br />
Construction provides complete service in housing, building<br />
construction, construction maintenance and project development.<br />
Operations comprise everything from construction<br />
service and renovation to developing entire city blocks.<br />
16 PEAB ANNUAL REPORT <strong>2012</strong><br />
ÄLVSJÖ RESECENTRUM<br />
Älvsjö
A year of challenges<br />
NET SALES AND RESULTS<br />
Operative net sales for <strong>2012</strong> increased<br />
marginally by around one percent from SEK<br />
27,822 to 27,992 million.<br />
Operative operating profit for the year<br />
amounted to SEK -13 million compared to<br />
SEK 600 million in 2011. The drop in operating<br />
profit is due to the project write-down<br />
for Tele2 Arena in Stockholm which charged<br />
profits by SEK 300 million. Construction<br />
operations in Norway and Finland charged<br />
profits through higher costs and lower earnings<br />
in ongoing production. In the second<br />
quarter two projects in the Norwegian operations<br />
were written down by SEK 125 million.<br />
A revision of Norwegian construction<br />
operations was completed in the fourth<br />
quarter. This led to project adjustments and<br />
write-downs for a total of SEK 250 million<br />
attributable to write-downs in goodwill and<br />
receivables, a revaluation of disputes in a<br />
number of finished projects in the Oslo<br />
region and write-downs of development<br />
property.<br />
The operative operating margin sank to<br />
0 percent compared to 2.2 percent last<br />
year. Adjusted for the previously mentioned<br />
project adjustments and write-downs of<br />
SEK 675 million, the operating margin was<br />
2.4 percent (2.2). This shows a stable<br />
development during the year but nonetheless<br />
underlying earnings are too low.<br />
An action plan in progress will<br />
restore profitability<br />
Our expansion over the past few years,<br />
together with a wave of retirements, has<br />
entailed a great number of new employees<br />
and operations, and this requires more of<br />
our organization and leadership. We have<br />
initiated an action plan aimed at improving<br />
profitability by methodically developing our<br />
leadership, project organization and<br />
Business area Construction in summary<br />
The business is run in five geographic divisions<br />
in Sweden, one division in Norway, one<br />
in Finland and a new Nordic division, Special<br />
projects that specializes in larger, complex<br />
projects.<br />
MARKET SEGMENT<br />
Contract construction: Builds commercial<br />
and public facilities as well as industrial premises<br />
such as offices, shopping malls, arenas,<br />
schools and hospitals for private, municipal<br />
and federal customers.<br />
Construction maintenance: Works with<br />
maintenance, repairs, insurance claims,<br />
service to real estate companies and industries<br />
and smaller contracts. Customers are<br />
Gothia Towers<br />
Gothenburg – high<br />
level logistics<br />
The 24 meter long main body of the bridge<br />
that connects the two Gothia Towers is being<br />
lifted into place here. This is high level logistics.<br />
Another logistics challenge is handling all<br />
the material being transported in and out of<br />
the busy city. Solving this type of complex<br />
problem in a cost-efficient and environmentally<br />
friendly way has become <strong>Peab</strong>’s hallmark.<br />
Since <strong>2012</strong> <strong>Peab</strong> has been working on both<br />
expanding the existing hotel and conference<br />
facility Gothia Towers and building a completely<br />
new tower with 500 hotel room. This will make<br />
it the largest hotel in Sweden. The project is<br />
being carried out at the same time daily<br />
activity in the hotel and conference facility<br />
continues as usual, and work hours are stringently<br />
regulated to disturb the hotel environmental<br />
as little as possible. Completion of the<br />
new hotel tower is projected for the year-end<br />
2014/2015.<br />
internal processes. This will, among other<br />
things, lead to a greater focus on profitability<br />
when choosing projects, ensure the<br />
Group has the right resources for the<br />
projects we take on and that follow-up and<br />
control of ongoing projects functions well.<br />
usually local although we have some nationwide<br />
Group contracts.<br />
Housing: Produces all kinds of housing which<br />
includes apartment buildings with tenantowners,<br />
condominiums and rentals. We also<br />
have a certain amount of single home<br />
construction. Customers are commercial and<br />
municipal players. We initiate our own projects<br />
in housing development that are then sold to<br />
private homeowners. Project development and<br />
ownership of apartments for rent are handled<br />
in business area Property Development.<br />
CUSTOMERS<br />
<strong>Peab</strong> has a number of Group customers on the<br />
Nordic market such as IKEA, McDonald’s and<br />
BUSINESS AREA CONSTRUCTION<br />
Weaker development in housing<br />
New production of <strong>Peab</strong>’s own housing<br />
developments made up 8 percent of net<br />
sales in <strong>2012</strong> compared to 11 percent last<br />
year.<br />
Developments continued to be weak in<br />
the housing market. Only in Stockholm,<br />
Gothenburg and Helsinki are operations<br />
running more or less on a normal level. Own<br />
housing development start-ups were 1,679<br />
(1,711). During the fourth quarter two major<br />
housing projects, one in Solna and one in<br />
Bromma with a total of some 300 apartments,<br />
were started up. The number of sold<br />
homes during the year was 1,738 compared<br />
to 1,531 during 2011. The number of our<br />
own homes in production at the end of the<br />
year was 3,134 compared to 3,470 at the<br />
previous year-end. The share of sold homes<br />
in production was 72 percent compared to<br />
73 percent at the end of 2011.<br />
The current financial turbulence and<br />
the ceiling on mortgages in Sweden have<br />
entailed longer sales processes. This has a<br />
negative effect on our ability to start up new<br />
projects, given the requirements for presales<br />
at the start of production. The housing<br />
demand is affected by several factors<br />
such as demography, the economy, interest<br />
rates and access to housing loans. All in all<br />
these factors indicate a good demand in the<br />
long-term for housing with different kinds of<br />
ownership forms and we have noticed the<br />
demand for apartment buildings with rentals<br />
continues to be strong.<br />
The number of repurchased homes on<br />
31 December <strong>2012</strong> was 191 compared to<br />
183 per 31 December 2011.<br />
ORDERS RECEIVED AND<br />
ORDER BACKLOG<br />
Orders received for <strong>2012</strong>, which included<br />
<strong>Peab</strong>’s single largest project ever - the Mall<br />
Nordic Choice Hotels. Some new customers in<br />
construction maintenance for the year are<br />
Scania Real Estate and Volvo. Other large<br />
customers are real estate companies, municipalities,<br />
county council and municipal real<br />
estate companies, private customers like<br />
insurance companies and smaller regional<br />
and local customers. Business area Property<br />
Development is also an important customer.<br />
OTHER IMPORTANT PLAYERS<br />
Some of the important players on the market<br />
are Skanska, NCC, JM, Lemminkäinen, YIT<br />
and Veidekke.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
17<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
BUSINESS AREA CONSTRUCTION<br />
of Scandinavia in Solna, were lower than<br />
in 2011. Production of ongoing projects<br />
has been rapid in recent years and order<br />
backlog at the end of the year amounted<br />
to SEK 20,132 million (20,578).<br />
COMMENTS ON THE YEAR<br />
The rate of production during the year was<br />
high. We worked in more than half of the<br />
municipalities in Sweden. The large<br />
projects initiated in <strong>2012</strong> were spread all<br />
over our geographic operational area from<br />
the very north to the very south of Sweden,<br />
in Norway and in Finland. We started<br />
construction on senior housing in Nyköping<br />
and Sala, stores in Uddevalla, Stockholm,<br />
Älmhult, Luleå and Kristianstad. We began<br />
hotel projects in Gothenburg, Malmö and<br />
Stockholm, a multi-hall in Vardö in the very<br />
north of Norway, a post office terminal in<br />
Sigtuna, a facility for traffic safety in Borås,<br />
Important projects and events<br />
Friends Arena, Sweden’s new national<br />
arena in Solna was completed and inaugurated<br />
in October. Demolition of the old<br />
arena, Råsunda, began after the inauguration<br />
and this area is now being planned<br />
for housing. Construction of housing in<br />
Arenastaden and Sweden’s largest shopping<br />
center the Mall of Scandinavia commenced.<br />
Steen & Ström commissioned <strong>Peab</strong> to<br />
build the new Gallerian in Kristianstad.<br />
The first stage of the technically complicated<br />
laboratory Max IV in Lund was completed<br />
and a new contract for the second<br />
stage was signed.<br />
<strong>Peab</strong> was commissioned by Nyköping<br />
Municipality to build 146 apartments for<br />
senior and sheltered housing in Nyköping.<br />
The unit will also contain an assembly<br />
room, workshops for day activities, a restaurant<br />
with a kitchen and personnel and<br />
office space.<br />
Together with <strong>Peab</strong>’s other business<br />
areas Construction will continue to work<br />
for Northland Resources in the Kaunis-<br />
18 PEAB ANNUAL REPORT <strong>2012</strong><br />
Jesper Göransson, acting Business Area Manager Construction<br />
Strategic priorities<br />
•<br />
•<br />
•<br />
•<br />
•<br />
Greater focus on profitability such as closely monitoring the action plan<br />
initiated in <strong>2012</strong>.<br />
Careful selection and prioritization of projects in order to optimize margins.<br />
Continued development of customer concepts, industrial construction and<br />
standardization and industrialization of all our processes and systems.<br />
Greater cooperation with customers through, for instance, Trust-based<br />
contracts that create value for all parties.<br />
Continued focus on human capital, particularly by continuously improving<br />
safety.<br />
the Emil i Lönneberg site in Vimmerby and<br />
much more. This list clearly demonstrates<br />
the wide range of <strong>Peab</strong>’s building production.<br />
Arenastaden in Solna is one of <strong>Peab</strong>’s<br />
largest worksites and a great deal happened<br />
there in <strong>2012</strong>. The spectacular inauguration<br />
of Friends Arena generated an<br />
enormous amount of attention and we<br />
began construction of the Mall of Scandinavia,<br />
a project all <strong>Peab</strong>’s business areas are<br />
involved in.<br />
During the year a whole new division<br />
was created; Special projects. Here we<br />
have collected our top notch expertise in<br />
the production of special projects like the<br />
Mall of Scandinavia and IKEA department<br />
stores.<br />
<strong>Peab</strong> has also continued to develop<br />
logistic systems. Not only large projects but<br />
nearly every worksite is affected by this. By<br />
vaara mine. One new project is the construction<br />
of a concentrator. For more<br />
information on Northland Resources,<br />
see page 34, Important events after yearend.<br />
Events after the end of<br />
the period<br />
After a revision of the Norwegian operations,<br />
which resulted in project write-downs and in<br />
order to further improve profitability in Business<br />
Area Construction, leadership in the<br />
business area has been reinforced. As of 1<br />
January 2013 Tore Hallersbo is responsible for<br />
the further development of divisions Norway,<br />
Finland and Special Projects. With its<br />
specialist expertise Division Special Projects<br />
will support operations in Norway throughout<br />
the entire production process. As of 8 April<br />
2013 Roger Linnér is the operative manager<br />
for the Swedish construction divisions and<br />
business area staff. As of March 2013 Jesper<br />
Göransson is acting Business Area Construction<br />
Manager.<br />
improving logistics we can make major<br />
savings in the environment, costs, time and<br />
more.<br />
Continued development<br />
of standardized concepts<br />
In line with the strategy for the whole Group<br />
to strengthen and develop <strong>Peab</strong>’s customer<br />
relations we have continued to develop our<br />
customer concepts during the year: Bolyftet,<br />
<strong>Peab</strong> Småhus and Annehem, and we<br />
launched a new one, Housing for Youths.<br />
Bolyftet is a comprehensive concept<br />
for sustainable refurbishment of the housing<br />
projects from the 60s and 70s. The concept<br />
balances social, financial, environmental<br />
and energy conservation aspects. In<br />
addition to specially designed construction<br />
and energy technique solutions, as well as<br />
financing alternatives, the concept contains<br />
measures to make the housing projects in<br />
need of upgrading safer and nicer, and cre-<br />
Operative net sales<br />
MSEK<br />
30,000<br />
25,000<br />
20,000<br />
15,000<br />
10,000<br />
5,000<br />
Operative operating profit and margin<br />
MSEK<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
0<br />
2008<br />
2008<br />
2009<br />
2009<br />
2010<br />
2010<br />
2011<br />
2011<br />
<strong>2012</strong><br />
Operating profit Operating margin, %<br />
<strong>2012</strong><br />
%<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0
ate jobs there. Two examples of projects<br />
that were initiated during the year were<br />
Vallby in Västerås and Rosengård in Malmö.<br />
<strong>Peab</strong> Småhus is a concept for terrace<br />
houses, link houses and single homes.<br />
Based on a common technological platform<br />
the house models are developed with customers<br />
in mind. Prefabricated houses with<br />
low energy consumption are built efficiently<br />
and safeguarded from dampness. Thousands<br />
of single homes are in the planning<br />
stage within a 5-7 year horizon. During the<br />
year two projects were initiated, one in Ale<br />
municipality and one in Västerås.<br />
Annehem is a concept for Senior,<br />
Sheltered and Nursing Home housing<br />
where <strong>Peab</strong>, together with our partners who<br />
are municipalities and real estate companies,<br />
offer turnkey senior housing including<br />
associated facilities for services and activities<br />
in the buildings. During the year 63<br />
apartments in Kristianstad were built based<br />
on PGS (<strong>Peab</strong> General System).<br />
A new customer concept was also initiated<br />
during the year called “Housing for<br />
Youths”. The idea is to make it possible for<br />
large numbers of young people to move<br />
away from home by building apartments<br />
with cost-efficient production. The methods<br />
are many and include rationalizing living<br />
space and smart interior solutions. A precursor<br />
to the concept is being built in Arenastaden<br />
in Solna. Almost 60 percent of<br />
those who have booked an apartment are<br />
born in the 1980s or 90s. Many of them are<br />
first-time buyers.<br />
PGS (<strong>Peab</strong> General System) is a<br />
module-based construction system. PGS<br />
develops and delivers a flexible system of<br />
Efficient logistics<br />
Modern, customized logistics are key to efficient<br />
construction projects. Well thought-out<br />
logistics with clear and specific demands on<br />
times, places and methods are exacting but<br />
they are also good for profits and the environment.<br />
<strong>Peab</strong>’s concept for efficient logistics<br />
requires real commitment from everyone on a<br />
worksite. Every project tailors its model based<br />
on plain common sense. An example of a<br />
project where logistics functioned well is<br />
Stockholm Waterfront which <strong>Peab</strong> built next<br />
to Kungsbron in Stockholm.<br />
construction components that are manufactured<br />
in a factory and mounted on site into a<br />
complete apartment building. In other<br />
words, PGS entails industrial construction<br />
from fabrication to finished building. The<br />
result is shorter construction times and<br />
high, uniform quality in attractive, energy-saving<br />
and environmentally friendly<br />
housing. Some of our ongoing and future<br />
Key ratios <strong>2012</strong> 2011<br />
Operative net sales, MSEK 27,992 27,822<br />
Operative operating profit, MSEK –13 600<br />
Operative operating margin, % 0.0 2.2<br />
Orders received, MSEK 27,185 27,841<br />
Order backlog on 31 December, MSEK 20,132 20,578<br />
Number of employees 7,384 8,169<br />
Own housing development production <strong>2012</strong> 2011<br />
Number of housing starts during the year 1,679 1,711<br />
Number of homes sold during the year 1,738 1,531<br />
Total number of homes under construction, at year end 3,134 3,470<br />
Share of sold homes, at year end 72% 73%<br />
Number of repurchased tenant-owned rights/shares in<br />
Finnish companies in the balance sheet, at year end 191 183<br />
BUSINESS AREA CONSTRUCTION<br />
projects are: Sheltered Home “Översten” in<br />
Västerås, the rental apartments “Pippi” in<br />
Malmö and the tenant-owned apartments<br />
“Eklyckan” in Mölnlycke.<br />
THE MARKET<br />
Developments in Swedish building<br />
construction start-ups were slow in <strong>2012</strong>,<br />
despite a relatively strong start at the beginning<br />
of the year. This is primarily due to the<br />
weak development in start-ups in private<br />
and public premises during the second half<br />
of the year. We can already see that<br />
housing production does not meet the need<br />
for new homes. This leads to a growing<br />
housing shortage, which hampers development<br />
on the labor market and can even<br />
affect economic growth. A large part of the<br />
investments made over the next few years<br />
will in all probability be in maintenance and<br />
repair.<br />
Norwegian building construction startups<br />
have had stable growth in <strong>2012</strong>,<br />
although not at the same high rate as previous<br />
years.<br />
As a result of a dramatic drop in building<br />
construction start-ups in Finland during<br />
the third quarter developments in <strong>2012</strong><br />
were slightly down from the previous year.<br />
Maintenance and repairs have developed<br />
stably in Sweden, Norway and<br />
Finland. This market is less sensitive to<br />
ups and downs in the economy.<br />
Operative net sales <strong>2012</strong> per type of<br />
operations<br />
Construction<br />
maintenance,<br />
10% (11%)<br />
Renovation,<br />
24% (24%)<br />
Other, 2% (3%)<br />
New construction,<br />
64% (62%)<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
19<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
Business area Civil Engineering<br />
– infrastructure production and<br />
maintenance<br />
<strong>Peab</strong> is a major player in civil engineering in Sweden,<br />
Norway and Finland. The business area builds and maintains<br />
roads and railroads, bridges and other infrastructure. Civil<br />
Engineering works with operation and maintenance in more<br />
than half of Swedish municipalities as well as with road<br />
main tenance in many operational areas.<br />
20 PEAB ANNUAL REPORT <strong>2012</strong><br />
FORSBACKABRON<br />
Söderhamn
MARKET SEGMENTS<br />
Local market: Does landscaping and pipelines,<br />
foundation work and builds different<br />
kinds of facilities.<br />
Infrastructure and heavy construction:<br />
Builds roads, railroads, bridges, tunnels<br />
and ports as well as industrial plants.<br />
Operation and maintenance: Operation and<br />
maintenance of national and municipal<br />
highway and street networks, parks, outdoor<br />
property caretaking as well as the operation of<br />
sewage and water supply networks.<br />
CUSTOMERS<br />
Local market: Customers are usually municipalities,<br />
local businesses and energy companies.<br />
Infrastructure and heavy construction:<br />
Customers are usually national traffic administrations,<br />
municipalities and industrials. The<br />
mining industry, with companies like LKAB,<br />
Northland Resources and Boliden, is another<br />
large customer group.<br />
Operation and maintenance: Customers are<br />
usually national traffic administrations, municipalities<br />
and property owners.<br />
BUSINESS AREA CIVIL ENGINEERING<br />
Continued growth with improved margins<br />
NET SALES AND RESULTS<br />
Net sales for <strong>2012</strong> rose from SEK 11,554<br />
million to SEK 12,643 million, which is an<br />
increase of 9 percent. Even after adjustments<br />
for acquired units the increase was<br />
9 percent. This growth is primarily due to<br />
public and private investments.<br />
The Local market shows positive developments<br />
in net sales as a result of a highly<br />
active construction market. The increase in<br />
net sales combined with improved productivity<br />
affected the operating result positively.<br />
Net sales also increased in Operation<br />
and maintenance. Nonetheless operating<br />
profit was lower than last year. This is primarily<br />
a result of a weak start at the beginning<br />
of the year and tougher competition<br />
from other players which led to low prices<br />
on the market.<br />
Net sales and operating profit in Infrastructure<br />
and heavy construction were<br />
lower than last year. This business is<br />
dependent on political decisions which<br />
means net sales can vary from year to year.<br />
There were relatively few new projects in<br />
<strong>2012</strong>. The lower level of activity affected<br />
operating profit negatively which was also<br />
charged by write-downs in some ongoing<br />
projects.<br />
The business area’s operating profit for<br />
the year increased from SEK 390 million to<br />
SEK 440 million and the operating margin<br />
increased to 3.5 percent (3.4).<br />
This means that the trend of higher net<br />
sales and improved margins in the past few<br />
years continues. Two forces behind this are<br />
the positive developments in the market<br />
and our systematic work to improve produc-<br />
Business area Civil Engineering in summary<br />
Net sales per business segment, <strong>2012</strong><br />
Infrastructure and<br />
heavy construction<br />
29% (32%)<br />
Operations and<br />
maintenance<br />
20% (20%)<br />
Local<br />
market<br />
51%<br />
(48%)<br />
Collaboration<br />
creates effective<br />
solutions<br />
<strong>Peab</strong> is expanding Fagernes terminal for<br />
Northland Resources in the Port of Narvik in<br />
Norway. The work includes building a pier, a<br />
heated loading facility for freight cars, a<br />
storage building and facilities for loading<br />
ships. Under the Cliffton brand <strong>Peab</strong> is also<br />
trucking the iron ore mined in Kaunisvaara to<br />
the reloading terminal in Pitkäjärvi outside<br />
Svappavaara. There the iron ore is reloaded<br />
onto freight trains and transported on the<br />
Malmbanan railroad to Narvik.<br />
Our collaboration with Northland shows<br />
how three cooperating business areas under<br />
the leadership of <strong>Peab</strong> Civil Engineering can<br />
build up an infrastructure in a cost-efficient<br />
and environmentally friendly way that is beneficial<br />
to the community.<br />
tivity in the entire business area. Another<br />
contributing factor is the broad range of services<br />
the business area offers which makes<br />
it possible to shift resources to the sectors<br />
where demand is the most at the moment.<br />
In the short-term this means better capacity<br />
utilization. In the long-term it makes it easier<br />
to retain our employees, which is crucial<br />
to consistent and sustainable profitability.<br />
ORDERS RECEIVED AND<br />
ORDER BACKLOG<br />
The level of orders received increased by<br />
12 percent in <strong>2012</strong> to SEK 12,729 (11,350).<br />
Due to an intense production of new orders<br />
the outgoing order backlog only grew<br />
marginally and at the end of <strong>2012</strong> it was<br />
SEK 8,610 million (8,526).<br />
COMMENTS ON THE YEAR<br />
During the year work on analyzing the<br />
tendering process and project management<br />
intensified. Procedures in connection with<br />
tenders on new projects have been overhauled<br />
to ensure that calculations are<br />
correct and that there is enough suitable<br />
competence and other resources available<br />
for the project. In other words, we will not<br />
take on projects that do not have the<br />
prerequisites to generate a satisfactory<br />
profit.<br />
Operation and maintenance is an<br />
important area for <strong>Peab</strong>. In order to clarify<br />
and draw attention to <strong>Peab</strong>’s offer in the<br />
area of road maintenance and showcase<br />
that we are an important player, a new<br />
national brand, <strong>Peab</strong> Operation & Maintenance,<br />
was created in <strong>2012</strong>. We make and<br />
take care of parks, places to swim, playgrounds,<br />
locks and harbors, keep traffic<br />
flowing, keep places clean, clear snow<br />
away and sweep sand all over Sweden.<br />
OTHER IMPORTANT PLAYERS<br />
Local market: Local companies and big<br />
companies with local presence such as<br />
Skanska, Svevia and NCC.<br />
Infrastructure and heavy construction:<br />
Skanska, NCC, Veidekke, Lemminkäinen<br />
and Svevia. In addition, international, mostly<br />
European, companies such as Strabag and<br />
Hochtief are involved in certain market<br />
segments.<br />
Operation and maintenance: Skanska, NCC,<br />
Svevia, Mesta and others.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
21<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
BUSINESS AREA CIVIL ENGINEERING<br />
The Norwegian operations have developed<br />
well during the year. The Swedish business<br />
model has been implemented and the<br />
exchange of experience has intensified.<br />
Among other things, Swedish production<br />
management has worked in Norway. Two<br />
important projects during the year have<br />
been the extension of the harbor in Narvik<br />
and major road construction outside Trondheim<br />
for Statens Vegesen.<br />
Capacity in Finland has been adjusted<br />
to current demand. Implementation of the<br />
Swedish model has also been prioritized.<br />
Roger Linnér who has worked at <strong>Peab</strong><br />
since 1996, mostly in Civil Engineering,<br />
took over after Tore Nilsson, who was<br />
previously Business Area Manager, on<br />
1 January 2013.<br />
Important projects and events<br />
Handling iron and granite as well as<br />
goods at LKAB’s mine Gruvberget in<br />
Svappavaara will continue until September<br />
2014.<br />
Construction of a test facility for traffic<br />
safety at AstaZero outside Borås.<br />
Several major highway projects were<br />
underway during the year: Two stages of<br />
E6 in Bohuslän as well as Österleden in<br />
Helsingborg, E4 Sundsvall, Väg 22<br />
between Rolsberga and Fogdarp in Skåne<br />
and the first major road project in Norway<br />
- E6 outside Trondheim.<br />
Several contracts were signed with the<br />
Swedish Transport Administration for the<br />
operation and maintenance of roads in<br />
some fifty different operational areas in<br />
the middle of Sweden.<br />
<strong>Peab</strong> Operation & Maintenance, a new<br />
national brand, was created to clarify and<br />
draw attention to <strong>Peab</strong>’s offer in the area<br />
of road maintenance.<br />
<strong>Peab</strong> was commissioned by the Swedish<br />
Transport Administration in February 2013<br />
to extend the railroad line Barkaby–Kallhäll<br />
which is part of the Mälarbanan project.<br />
22 PEAB ANNUAL REPORT <strong>2012</strong><br />
Roger Linnér, Business Area Manager Civil Engineering<br />
Strategic priorities<br />
•<br />
•<br />
•<br />
•<br />
Continued work on improving profitability through stricter cost control,<br />
regular reviews of our offer and better tendering procedures.<br />
Higher personal responsibility for making sure regulations for a safe work<br />
environment, which also has a direct effect on profitability, are followed.<br />
Better cost efficiency through specialization in selected market segments<br />
and tailored, effective support functions.<br />
Greater flexibility to better handle variations in demand.<br />
Civil engineering for<br />
growing transportation<br />
For years now necessary railroad extensions<br />
have not been made even though the advantages<br />
of this form of transportation are many, particularly<br />
in regards to sustainability, and therefore<br />
investments in railroads are expected to pick up.<br />
<strong>Peab</strong> has been commissioned by the Swedish<br />
Transport Administration to build a new doubletrack<br />
stretch of the railroad between Motala and<br />
Mjölby that will augment the capacity and punctuality<br />
of trains. This includes building bridges and<br />
developing the station area.<br />
Net sales<br />
MSEK<br />
15,000<br />
12,000<br />
9,000<br />
6,000<br />
3,000<br />
0<br />
2008<br />
2009<br />
2010<br />
2011<br />
<strong>2012</strong><br />
THE MARKET AND FORECASTS<br />
Civil engineering construction in Sweden<br />
has gone against the trend in building<br />
construction and developed well in <strong>2012</strong>.<br />
This is due to private and government<br />
investments in developing and maintaining<br />
public infrastructure.<br />
Civil engineering construction in Norway<br />
developed favorably in <strong>2012</strong> as well.<br />
In Finland the total volume of civil engineering<br />
in <strong>2012</strong> was unchanged compared<br />
to the previous year.<br />
Key ratios <strong>2012</strong> 2011<br />
Net sales, MSEK 12,643 11,554<br />
Operating profit, MSEK 440 390<br />
Operating margin, % 3.5 3.4<br />
Orders received, MSEK 12,729 11,350<br />
Order backlog on 31 December, MSEK 8,610 8,526<br />
Number of employees 3,553 3,664<br />
Development <strong>2012</strong> vs 2011<br />
Local market<br />
Net sales Operating profit<br />
Operations and maintenance<br />
Infrastructure and heavy construction<br />
Operating profit and margin<br />
MSEK<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
2008<br />
2009<br />
2010<br />
2011<br />
<strong>2012</strong><br />
Operating profit Operating margin, %<br />
%<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0
BUSINESS AREA INDUSTRY<br />
Business area Industry<br />
– a strategic resource for the<br />
construction and civil<br />
engineering industries<br />
We deliver material, equipment and services to external customers<br />
and internally to <strong>Peab</strong>’s construction and civil engineering<br />
projects. Thanks to our well known brands, industrialized<br />
operations, strategically placed gravel and rock quarries and<br />
production units we are leaders on the Nordic market.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
23<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
BUSINESS AREA INDUSTRY<br />
High capacity utilization<br />
NET SALES AND RESULTS<br />
Net sales in <strong>2012</strong> increased from SEK<br />
10,404 million to SEK 10,723 million, which<br />
is an increase of 3 percent. After adjustments<br />
for acquired and divested units the<br />
increase was 2 percent.<br />
Operating profit for the year increased<br />
from SEK 693 million to SEK 788 million<br />
and the operating margin increased thereby<br />
to 7.3 percent (6.7).<br />
Due to the high level of activity in the<br />
construction and civil engineering markets,<br />
net sales increased in almost all the business<br />
segments, with the exception of<br />
Asphalt and Gravel and rock. Gravel and<br />
rock was hit by fewer infrastructure projects<br />
and Asphalt struggled on a market weighed<br />
down by overcapacity, which had a negative<br />
effect on <strong>Peab</strong>’s volumes.<br />
Thanks to high capacity utilization<br />
results were higher in all the business segments<br />
except Concrete compared to last<br />
year. The lower result in Concrete is due to<br />
a shrinking market where greater competition<br />
led to lower prices.<br />
COMMENTS ON THE YEAR<br />
Having gravel and rock quarries close to<br />
growth regions is important for the business<br />
area’s continued expansion, which is why<br />
we continue to prioritize the planning and<br />
Business area Industry in Summary<br />
MARKET SEGMENT<br />
Asphalt: Manufactures and lays asphalt.<br />
Concrete: Works with ready-mixed concrete<br />
and pumping concrete.<br />
Gravel and rock: Production and delivery of<br />
ballast material as well as raw materials for<br />
asphalt and concrete production.<br />
Transportation and machines: Rental and<br />
supply of transportation and machine services.<br />
A new unit was started up in Transportation<br />
and machines: Mining which supplies the<br />
mining industry with material and services in<br />
connection with establishing and running<br />
mines.<br />
Net sales per business segment, <strong>2012</strong><br />
Industrial construction, 4% (3%)<br />
Rental,<br />
16% (16%)<br />
Foundation<br />
work, 8% (7%)<br />
Transport and<br />
machines, 27% (27%)<br />
24 PEAB ANNUAL REPORT <strong>2012</strong><br />
Asphalt,<br />
25% (26%)<br />
Concrete,<br />
13% (13%)<br />
Gravel and rock,<br />
7% (8%)<br />
developing of new quarries. During the year<br />
eight new quarries were opened.<br />
Significant investments in better<br />
machines such as new tower cranes and<br />
machines for the mining industry continued<br />
in <strong>2012</strong>. We also invested in a new concrete<br />
factory and several mobile factories.<br />
Several companies were acquired in<br />
2011 and they were integrated into the<br />
New gravel and rock<br />
quarries open up for<br />
expansion<br />
During the year several new quarries, among<br />
them one in Hästeryd in Alingsås, were<br />
opened. Opening a new quarry is always<br />
preceded by years of work that includes<br />
extensive environmental testing. Strategically<br />
placed quarries next to growth regions is the<br />
foundation of local expansion.<br />
Foundation work: Foundation work, pile<br />
production, pile-driving, tonguing, drill plinths.<br />
Rentals: Offers a broad range of rentals of<br />
construction machines, work wagons, scaffolding,<br />
construction cranes, mobile cranes,<br />
crane trucks, construction elevators, temporary<br />
installations, electrical material and<br />
generators as well as provides services in<br />
energy technology.<br />
Industrial construction: Delivers prefabricated<br />
concrete elements<br />
MAJOR CUSTOMERS<br />
Some of our major customers are the Swedish<br />
Share of net sales, <strong>2012</strong><br />
Internal sales<br />
38% (37%)<br />
External<br />
sales<br />
62% (63%)<br />
business area last year. This led to a reorganization<br />
of operations so that the entire<br />
business area can take advantage of our<br />
collective competence.<br />
The construction and civil engineering<br />
sectors are being standardized and rationalized<br />
to reduce costs and environmental<br />
impact. Industrialization of the business<br />
area’s processes therefore continued.<br />
Sustainability work is essential to<br />
attracting both customers and new employees.<br />
A program to minimize energy consumption<br />
and reduce environmental impact<br />
and thereby make operations more cost-<br />
efficient was launched in <strong>2012</strong>.<br />
More foreign players on the Norwegian<br />
market do not just mean more competition.<br />
They also give rise to new business opportunities.<br />
During the year we began developing<br />
comprehensive solutions for international<br />
companies using Industry’s entire<br />
range of products and services. We have<br />
bolstered our expertise in certain technology<br />
during the year in order to meet customers’<br />
demands in areas like solidification,<br />
additives and binders as well as logistics.<br />
THE MARKET<br />
The outlook for business area Industry is<br />
pretty much the same as for the construction<br />
and civil engineering sectors.<br />
Transport Administration, Norwegian Public<br />
Roads Administration, municipalities, heavy<br />
industry and other construction companies. A<br />
number of international companies that want<br />
to start up in the Nordic region have also<br />
shown interest in our products and services.<br />
Big mining companies like LKAB and Northland<br />
Resources as well as smaller mines in<br />
the middle of Sweden are also customers.<br />
OTHER IMPORTANT PLAYERS<br />
Asphalt, Gravel and rock: NCC, Skanska,<br />
Svevia, Lemminkäinen, Veidekke.<br />
Concrete: Betongindustri, Färdigbetong<br />
Skanska, Sydsten, Finja and Strängbetong.<br />
Foundation work: Per Aarsleff, Hercules,<br />
Skanska and Kynningsrud.<br />
Transportation and machines: BDX and<br />
DSV along with a number of local contractors<br />
and trucking companies.<br />
Rentals: Cramo, Ramirent, Skanska Maskin,<br />
BDX, Havator, Nordic Crane Group, ED<br />
Knutsen Maskin and a number of smaller,<br />
local players.
The past few years’ strong housing<br />
construction in Sweden, Norway and<br />
Finland declined in all three countries in<br />
<strong>2012</strong>. The market in other building<br />
construction weakened in Sweden in <strong>2012</strong><br />
while there was some growth in Norway.<br />
Civil engineering investments increased<br />
throughout the Nordic region in <strong>2012</strong> due<br />
to significant needs in energy and communications.<br />
The mining industry also developed<br />
well with the start up of several new<br />
mines.<br />
Important projects and events in <strong>2012</strong><br />
Strategic priorities<br />
Start up of a new unit, Mining, in Transportation and machines to meet the demand<br />
in the mining industry.<br />
Several new rock and gravel quarries were opened, among them in Växjö and<br />
Södertälje.<br />
A new concrete factory was established in Helsinki and several mobile concrete<br />
factories were started, among them one in Narvik.<br />
Key ratios <strong>2012</strong> 2011<br />
Net sales, MSEK 10,723 10,404<br />
Operating profit, MSEK 788 693<br />
Operating margin, % 7.3 6.7<br />
Number of employees 2,944 2,953<br />
Development <strong>2012</strong> vs 2011<br />
Asphalt<br />
Net sales Operating profit<br />
Concrete<br />
Gravel and rock<br />
Transport and machines<br />
Foundation work<br />
Rental<br />
Industrial construction<br />
Karl-Gunnar Karlsson, Business Area Manager Industry<br />
•<br />
•<br />
•<br />
•<br />
•<br />
BUSINESS AREA INDUSTRY<br />
Increase cost-efficiency by regularly adjusting our business and production<br />
structure to the current demand.<br />
Continue to establish strategically placed gravel and rock quarries.<br />
Greater investment in technological development in selected areas.<br />
Stronger focus on sustainability work.<br />
More concept sales with a wider range.<br />
IMPORTANT BRANDS<br />
To a certain extent <strong>Peab</strong> has built its industrial operations on the acquisition of competent<br />
companies with strong, local brands that complement the <strong>Peab</strong> brand, for example:<br />
Net sales<br />
MSEK<br />
12,000<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
Operating profit and margin<br />
MSEK<br />
1,200<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
0<br />
0<br />
2008<br />
2008<br />
2009<br />
2009<br />
2010<br />
2010<br />
2011<br />
2011<br />
<strong>2012</strong><br />
Operating profit Operating margin, %<br />
<strong>2012</strong><br />
%<br />
12<br />
10<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
8<br />
6<br />
4<br />
2<br />
0<br />
25<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
Business area Property<br />
Development – develops<br />
commercial property<br />
Property Development is responsible for the Group’s<br />
acquisitions, development and sales of commercial property<br />
and rentals in the Nordic region.<br />
26 PEAB ANNUAL REPORT <strong>2012</strong><br />
MEDIA EVOLUTION CITY<br />
Varvsstaden, Malmö
An active first year<br />
NET SALES AND RESULTS<br />
Net sales and operating profit from operations<br />
is derived from running our wholly<br />
owned property, shares in the profit from<br />
partly owned companies and joint ventures<br />
as well as capital gains from the divestiture<br />
of completed property and shares in partly<br />
owned companies and joint ventures. The<br />
unit is also charged by costs for running the<br />
business area.<br />
During <strong>2012</strong> net sales were SEK 345<br />
million (189) and operating profit amounted<br />
to SEK 51 million (31). This includes capital<br />
gains of SEK 76 million (-) from property<br />
sales and other income of SEK 42 million (-).<br />
During the year profit has been charged<br />
with negative profit contribution in development<br />
projects from partly owned companies<br />
as well as a higher level of costs for organizing<br />
a new business area.<br />
COMMENTS ON THE YEAR<br />
This first year was intense. Not only did we<br />
establish the business area we also traded<br />
in shares and made a number of property<br />
deals. Some development projects were<br />
divested, among them two finished properties<br />
and four housing projects under<br />
production to Willhem AB, four housing<br />
projects to Domestica and an office building<br />
in Hyllie. The divestitures freed resources<br />
for new project investments.<br />
Some of the acquisitions made during<br />
the year were Vasallen with 135,000 m 2<br />
office space in the middle of Sweden and<br />
the military area Almnäs outside Södertälje.<br />
We also invested in the Inspi project, which<br />
is developing a health center in Malmö, and<br />
a hotel in Malmö which Nordic Choice<br />
Hotels will rent and run.<br />
During the year the listed holdings in<br />
BUSINESS SEGMENTS<br />
Listed holdings: Listed holdings during the<br />
year have primarily consisted of shares in<br />
Catena and Brinova. Both holdings were<br />
divested in <strong>2012</strong>.<br />
Partly owned companies: <strong>Peab</strong>’s holding in<br />
Tornet that manages rentals and Centur that<br />
manages and develops retailing property. Also<br />
included are companies connected to Arenastaden<br />
in Solna and some other holdings.<br />
Wholly owned companies and projects:<br />
A large number of holdings that include<br />
everything from land for development where<br />
zoning is underway to finished projects ready<br />
to be sold.<br />
Point Hyllie,<br />
Malmö’s latest<br />
city district under<br />
development<br />
Point Hyllie is one of the areas being developed<br />
by <strong>Peab</strong>’s Property Development. Its<br />
close proximity to Malmö C, Kastrup Airport<br />
and central Copenhagen has made Point<br />
Hyllie a favorite with customers who want<br />
office space. <strong>Peab</strong> has already built two office<br />
buildings there and they are fully rented. A<br />
third office building and a hotel are now in the<br />
works. The hotel will be run by one of <strong>Peab</strong>’s<br />
Nordic customers, Nordic Choice Hotels.<br />
They are developing this 18 floor building<br />
together with <strong>Peab</strong>. The hotel, which is 45,000<br />
m2, will be the third stage of <strong>Peab</strong>’s ongoing<br />
investment in Point Hyllie.<br />
Catena and Brinova were divested.<br />
Property Development has together<br />
with <strong>Peab</strong>’s other business areas developed<br />
various projects within the domain of<br />
their respective businesses.<br />
Business area Property Development in Summary<br />
SIGNIFICANT PARTNERS AND<br />
OTHER PLAYERS<br />
These are renters, investors, municipalities,<br />
and leading Nordic real estate companies.<br />
BUSINESS AREA PROPERTY DEVELOPMENT<br />
MARKET AND OUTLOOK<br />
We believe the demand for property development<br />
projects in the Nordic region from<br />
local and international players will continue<br />
to be good. However, a necessary prerequisite<br />
for being able to make these deals is<br />
that potential buyers will be able to get<br />
financing.<br />
Tomas Anderson, Business Area<br />
Manager Property Development<br />
Strategic priorities<br />
Key ratios <strong>2012</strong> 2011<br />
Net sales, MSEK 345 189<br />
Operating profit, MSEK 51 31<br />
Operating margin, % 14.8 16.4<br />
Number of employees 81 –<br />
•<br />
•<br />
•<br />
Extending our Nordic presence.<br />
Continued investments in projects in<br />
new areas as well as existing ones like<br />
Point Hyllie, Arenastaden, Varvstaden<br />
and Ulriksdal.<br />
Continued divestments of finished<br />
projects and other assets in order to<br />
free resources for new development<br />
projects.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
27<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
RISK AND RISK MANAGEMENT<br />
Risk and risk management<br />
MATERIAL RISKS AND UNCERTAINTY FACTORS<br />
<strong>Peab</strong>’s business is exposed both to operational and financial risks.<br />
The affects of risks on <strong>Peab</strong>’s results and position depend on how<br />
well we handle daily operations in the company. In addition, as a<br />
construction and civil engineering company <strong>Peab</strong> is vulnerable to<br />
external risks such as developments in the economy and changes<br />
in circumstances due to amendments in laws and regulations, and<br />
other political decisions.<br />
The parent company is indirectly affected by the risks described<br />
in this section.<br />
RISK MANAGEMENT<br />
The management of operational risks is a continuous process<br />
considering the large number of projects the company has in<br />
different phases of started up, carried out and completed. Operational<br />
risks are managed in the line organization in the business<br />
areas. Financial risks are associated with capital tied up in the<br />
company and its capital requirements primarily in the form of<br />
interest risks and refinancing risks. Financial risks are handled on<br />
Group level. The table below describes the most important risks<br />
and how they are handled.<br />
OPERATIONAL RISKS<br />
<strong>Peab</strong>’s business is largely project related. Operational risks in<br />
day-to-day business are connected to tenders where erroneous<br />
calculations can lead to incorrect tenders, which can then lead to<br />
losses in projects. With margins so low in the industry it can take<br />
several profitable projects to compensate for the losses in one<br />
project. <strong>Peab</strong> minimizes this risk through a well developed process<br />
and system support for following up projects.<br />
Price risks primarily refer to prices for input goods moving in a<br />
direction that was not foreseen. Other operative risks are wrong<br />
product and method choices and access to competent personnel.<br />
FINANCIAL RISKS AND RISKS CONNECTED<br />
TO FINANCIAL REPORTING<br />
The Group is exposed to financial risks, such as interest rate risks<br />
linked to changes in debt and interest rate levels. There are also<br />
risks connected to financial <strong>report</strong>ing. Since <strong>Peab</strong> uses the<br />
percentage of completion method in most of our ongoing projects<br />
erroneous project forecasts mean that <strong>report</strong>ing and follow-ups<br />
will be misleading. A number of balance items are valued based on<br />
estimations and assessments and this value can be affected by, for<br />
example, the current market and customers` preferences.<br />
For further information on financial risks, see note 37.<br />
SENSITIVITY ANALYSIS<br />
<strong>Peab</strong>’s operations are sensitive to changes in, among other things,<br />
volumes and margins. The sensitivity analysis below describes how<br />
pre-tax profit is affected by changes in some of the important Group<br />
variables.<br />
Sensitivity analysis<br />
Risk Risk management<br />
Tenders<br />
Erroneous tenders and cost estimates can lead to significant losses in<br />
projects as well as the loss of an order.<br />
Percentage of completion<br />
<strong>Peab</strong> applies percentage of completion in most of its projects. Miscalculation<br />
of percentage of completion can result in external accounting being seriously<br />
misleading or that strategic decisions are based on incorrect information.<br />
Price risks<br />
For <strong>Peab</strong>, price risks refer to aspects like unforeseen price hikes for materials,<br />
subcontractors and wages. Risks vary according to the type of contract. Fixed<br />
price contracts also involve the risk of incorrect tender calculations and the<br />
risk that price hikes deteriorate profits because the company cannot demand<br />
compensation from the customer for them.<br />
Circumstantial risk<br />
The uncertainty in the world around us and the financial markets can cause<br />
financing difficulties for customers, suppliers and subcontractors. This can in<br />
turn lead to postponement of planned investments as well as difficulties in<br />
meeting existing obligations.<br />
28 PEAB ANNUAL REPORT <strong>2012</strong><br />
Calculation<br />
basis Change<br />
Pre-tax<br />
profit effect<br />
MSEK<br />
Operative<br />
Volume<br />
(operating margin constant)<br />
Operating margin<br />
47,000 +/– 10% +/– 108<br />
(volume constant)<br />
Material and<br />
2.3% +/– 1% +/– 470<br />
subcontractors 24,000 +/– 1% –/+ 240<br />
Financial<br />
Net debt<br />
(interest rate constant)<br />
Average effective int.rate<br />
6,470 +/– 10% – /+ 19<br />
1)<br />
(net debt constant) 2.9% +/– 1% –/+ 39<br />
1) The calculation is based on the assumption that SEK 3,884 million of the total net<br />
debt of SEK 6,470 million, has a fixed interest period shorter than one year and is<br />
thereby affected almost at once by a change in market interest rates.<br />
Structured risk assessment is crucial in the construction business to ensure<br />
that risks are identified, correctly priced in tenders submitted and that the<br />
right resources are available.<br />
A prerequisite for percentage of completion is reliable forecasting. Well<br />
developed procedures and system support for the monitoring and forecasting<br />
of each project is crucial to limiting risks of erroneous percentage<br />
of completion.<br />
Methods of limiting price risks include rationalising construction processes<br />
and purchasing procedures and always endeavouring to procure materials<br />
and subcontractors back in the tender stage or as early as possible in the<br />
process.<br />
Customers’ and suppliers’ credit worthiness is assessed and handled in the<br />
businesses. A prerequisite for contract project initiation is that the client<br />
has found financing for the project.
Sustainability<br />
<strong>Peab</strong>’s vision of being a Nordic Community Builder means we have<br />
an obligation to contribute to a sustainable society. As community<br />
builders <strong>Peab</strong> can and wants to influence the society we and future<br />
generations will live in.<br />
UN’S GLOBAL COMPACT AND GRI<br />
In the autumn of <strong>2012</strong> <strong>Peab</strong> signed the<br />
Global Compact, a UN initiative for responsible<br />
business which includes principles<br />
concerning human rights, labor rights<br />
issues, the environment and anticorruption.<br />
More detailed information concerning<br />
<strong>Peab</strong>’s work on sustainable development is<br />
given in <strong>Peab</strong>’s sustainability <strong>report</strong> which<br />
follows the international guidelines laid<br />
down by the GRI (Global Reporting Initiative).<br />
The <strong>report</strong> is available on <strong>Peab</strong>’s<br />
website www.peab.com.<br />
STRATEGIC SUSTAINABILITY WORK<br />
<strong>Peab</strong> started up a sustainability council in<br />
<strong>2012</strong> and gave it responsibility for producing<br />
goals and action plans for <strong>Peab</strong>’s continued<br />
sustainability work. The council handles the<br />
Group’s day-to-day sustainability issues as<br />
well as prepares matters that need to be<br />
decided on by the executive management.<br />
<strong>Peab</strong> endeavors to integrate sustainability<br />
into every part of our business. Responsibility<br />
and authority has been delegated out<br />
to our line managements and they are<br />
supported by special competence in the<br />
environment, ethics and social matters on<br />
different levels in the organization as well<br />
as a number of steering and supportive<br />
documents. <strong>Peab</strong>’s management system,<br />
comprising quality, the work environment<br />
and the environment meets the require-<br />
Number of accidents per million man hours<br />
Number<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
Sweden<br />
Norway<br />
Finland<br />
ments in the Swedish Work Environment<br />
Authority’s Provisions, AFS 2001:1 as well<br />
as in ISO 9001 and ISO 14000.<br />
<strong>2012</strong><br />
2011<br />
2010<br />
The statistics from Finland as of <strong>2012</strong> are for all business areas, which<br />
explains the higher figure for <strong>2012</strong>. In 2010 and 2011 the statistics were<br />
based only on construction operations. The comparable figure for <strong>2012</strong><br />
for construction operations is 29.<br />
95 percent recycling<br />
at Seinäjoki<br />
The Itikanmäki district is an important development<br />
project for the expansive city Seinäjoki<br />
in Finland. <strong>Peab</strong> is tearing down the old<br />
factory buildings located just a kilometer from<br />
the city center and creating new blocks<br />
complete with housing, offices, restaurants<br />
and other cultural spots. This is the largest<br />
demolition project in <strong>Peab</strong>’s history and we<br />
will recycle enough demolition waste to fill a<br />
thousand trucks. A mere five percent of the<br />
waste will be sent to a waste disposal site. All<br />
in all some 17,000 tons of cement and 13,000<br />
tons of brick waste will be collected from the<br />
site. Some of the waste will be crushed on<br />
location and reused to build courtyard walls<br />
and noise barriers.<br />
Sick leave<br />
%<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
Sweden<br />
CODE OF CONDUCT<br />
<strong>Peab</strong>’s Code of Conduct is the overriding<br />
steering document for our sustainability<br />
work. This document is integrated into our<br />
company policy and is based on the principles<br />
in the UN’s Global Compact. The Code<br />
of Conduct clarifies how <strong>Peab</strong>’s employees<br />
should behave towards each other and<br />
suppliers and it is also included in contract<br />
texts to ensure that suppliers and contractors<br />
will behave in the same manner. In<br />
addition to the Code of Conduct there are a<br />
number of underlying policies and guidelines,<br />
such as <strong>Peab</strong>’s ethical guidelines,<br />
which are fundamental to <strong>Peab</strong>’s sustainability<br />
work.<br />
SUSTAINABILITY DIALOGUES<br />
AND OVERRIDING PRIORITIES<br />
<strong>Peab</strong> has a long tradition of cooperating<br />
with stakeholders in different forums in<br />
order to strengthen relationships and be<br />
receptive to demands and expectations. In<br />
<strong>2012</strong> <strong>Peab</strong> initiated stakeholder dialogues<br />
focused on sustainability. The eight overriding<br />
priorities in <strong>Peab</strong>’s work on sustainability<br />
produced were based on internal and<br />
external prioritizations in sustainability.<br />
Sustainability matters will be completely<br />
integrated into operations.<br />
<strong>Peab</strong> must be considered an ethical<br />
and transparent company.<br />
Norway<br />
Finland<br />
SUSTAINABILITY<br />
<strong>2012</strong><br />
2011<br />
2010<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
29<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
SUSTAINABILITY<br />
<strong>Peab</strong> must have competent and clear<br />
leadership which is responsible for<br />
sustainability.<br />
Employees must have good knowledge<br />
of, and a strong commitment to, sustainability<br />
matters.<br />
<strong>Peab</strong> has a vision of zero workplace<br />
accidents.<br />
<strong>Peab</strong> will take responsibility for sustainability<br />
aspects in the value chain.<br />
<strong>Peab</strong> will continually reduce its environmental<br />
impact by choosing the right<br />
material, more efficient use of<br />
resources and minimizing waste and<br />
emissions.<br />
<strong>Peab</strong> will support and contribute to<br />
developing the communities we are<br />
active in.<br />
OUR EMPLOYEES<br />
Preventive work at our workplaces<br />
<strong>Peab</strong> has a vision of zero workplace accidents.<br />
In order to prevent accidents <strong>Peab</strong><br />
provides safety equipment, quality assured<br />
work methods and training in this area. The<br />
statistics for workplace accidents are based<br />
on accidents that lead to at least 8 hours<br />
absence. The Finnish application of sick<br />
leave rules in relation to occupational injuries<br />
differs from that in Sweden and Norway<br />
which explains the higher figures in the<br />
diagram on page 29.<br />
All incidents and accidents are followed<br />
up. In Sweden this is done on a Web-based<br />
30 PEAB ANNUAL REPORT <strong>2012</strong><br />
system for <strong>report</strong>ing and registering accidents<br />
and incidents called OTR (Accident<br />
and incident registration). Norway uses a<br />
similar Web-based system called RUH<br />
(Registration of Undesired Events) and in<br />
Finland incidents and accidents are<br />
<strong>report</strong>ed directly to the head of work environment.<br />
During the year two mortal accidents<br />
occurred. <strong>Peab</strong>’s crisis organization,<br />
trained by MSB, the Swedish Civil Contingencies<br />
Agency, is called in when serious<br />
accidents occur.<br />
The work environment is prioritized at<br />
<strong>Peab</strong>. In <strong>2012</strong> we invested heavily to further<br />
improve the work environment in the company<br />
through communication programs to<br />
increase risk awareness on our worksites<br />
and revision of our safety regulations.<br />
Executive management and management<br />
groups in the business areas visited many<br />
workplaces in order to emphasis the importance<br />
of a good work environment.<br />
Health promoting work<br />
<strong>Peab</strong> is constantly working on being the<br />
best working place in the Nordic region.<br />
Our goal is to have the healthiest and most<br />
content employees in the industry and we<br />
work systematically with prevention and<br />
rehabilitation and promotional health care.<br />
In Sweden human resource consultants<br />
have been hired to support and develop a<br />
workplace perspective that promotes<br />
health. All our employees are invited to<br />
partake in activities in the healthcare organization<br />
in their country. Sick leave has<br />
declined in Norway and Finland but risen<br />
slightly in Sweden compared to 2011.<br />
Equal treatment<br />
<strong>Peab</strong> believes all people have the right to<br />
be themselves without being discriminated.<br />
We have an equal treatment plan for our<br />
employees, students, trainees, temporary<br />
personnel and job applicants to hinder<br />
discrimination and support equal opportunities<br />
for all, regardless of gender, age,<br />
sexual preference or ethnicity. <strong>Peab</strong> has<br />
zero tolerance of harassment or degrading<br />
treatment. If such a situation arises we take<br />
forceful measures in line with our equal<br />
treatment plan to stop it.<br />
Employee questionnaire<br />
The Handshake is <strong>Peab</strong>’s personnel questionnaire<br />
and it is distributed every other<br />
year in the form of an anonymous questionnaire.<br />
The purpose of the Handshake is to<br />
identify areas where <strong>Peab</strong> can improve by<br />
finding out how our employees view their<br />
work environment, leadership and <strong>Peab</strong> as<br />
an employer. The last questionnaire was<br />
sent out in 2011 and 87 percent answered,<br />
which was a 1 percent increase since it<br />
was carried out in 2009. The Handshake<br />
showed that, for instance, 77 percent of our<br />
employees would happily recommend<br />
others to work at <strong>Peab</strong> and 63 percent<br />
believe the environment is taken into<br />
consideration in their workplace, which is<br />
an increase of three percent from the<br />
measurement in 2009.
Profit-sharing<br />
<strong>Peab</strong> has always endeavored to get our<br />
employees to understand the mechanics of<br />
a profitable company and share in <strong>Peab</strong>’s<br />
success. With this in mind we created a<br />
profit-sharing foundation. Another purpose<br />
of the foundation is to stimulate our<br />
employees’ interest in staying with the<br />
company and to create a better financial<br />
situation for our personnel after they retire.<br />
THE ENVIRONMENTAL AND ENERGY<br />
Important environmental aspects<br />
<strong>Peab</strong> continually identifies and analyses<br />
the environmental aspects of our business<br />
from a life cycle perspective.<br />
Environmental aspects are the basis for<br />
<strong>Peab</strong>’s continuous work on minimizing our<br />
environmental impact. Five important environmental<br />
aspects have been targeted for<br />
business areas Construction and Civil Engineering:<br />
use of resources and material,<br />
waste, environmentally and health hazardous<br />
substances, transportation and energy.<br />
Important environmental aspects in the<br />
business area Industry are identified in<br />
each company since the companies run<br />
different kinds of operations.<br />
Our work with resource and material<br />
consumption means choosing products<br />
with as little environmental impact as possible<br />
and reducing the total amount of material<br />
we use. For example, we recycle considerable<br />
amounts of excavated material.<br />
CO2 emissions<br />
CO2 emissions in Sweden and Norway,<br />
148,416 tons (112,867)<br />
Electricity, 32 tons<br />
E85, 47 tons District heating, 651 tons<br />
Diesel, 112,314 tons<br />
Oil, 33,445 tons<br />
Gasoline,<br />
1,927 tons<br />
Energy sources purchased indirectly<br />
The natural material left over after blasting<br />
and excavations is used as filler in areas<br />
nearby.<br />
<strong>Peab</strong> tries to minimize the amount of<br />
waste that ends up at the waste disposal<br />
site through optimal resource use, recycling<br />
and sorting more. All hazardous waste is<br />
handled correctly. The Swedish business<br />
has measured sorting levels for quite some<br />
time and the sorting level rose from 63<br />
percent in 2010 to 68 percent in 2011 and<br />
71 percent in <strong>2012</strong> in <strong>Peab</strong>’s Swedish construction<br />
operations.<br />
In our endeavor to minimize the use of<br />
environmentally and health hazardous<br />
substances <strong>Peab</strong> uses trade systems and<br />
tools. BASTA and Byggvarubedömningen<br />
(BVB) are used in Sweden. In Finland we<br />
use TUKES safety data sheet and in Norway<br />
we use the CoBuilder/BASS system.<br />
<strong>Peab</strong> works on several fronts to reduce<br />
transportation and CO 2 emissions. In <strong>2012</strong><br />
<strong>Peab</strong> was one of the first companies in<br />
Sweden to use electric vans. All our<br />
employees are encouraged to minimize<br />
travel by choosing video, telephone or web<br />
conferences over meeting in person. In<br />
Sweden we have even introduced economic<br />
incentives for employees to choose<br />
company cars with lower environmental<br />
impact through a vehicle environment fee.<br />
Energy efficiency is in focus in our core<br />
operations but also in the houses and buildings<br />
we turn over to customers after con-<br />
SUSTAINABILITY<br />
struction is completed. We are constantly<br />
working on reducing energy consumption<br />
and developing energy solutions. In <strong>2012</strong><br />
we launched the development project<br />
Energy Smart Production which is run<br />
jointly by the business areas Civil Engineering<br />
and Industry. The purpose of the project<br />
is to chart the initiatives that generate<br />
results in practice, such as energy saving<br />
start-ups and efficient fuel use.<br />
Environmentally certified<br />
construction<br />
The trend to environmentally certify buildings<br />
has exploded in recent years. There is<br />
also an environmental certification system<br />
for entire city districts and civil engineering<br />
projects but the application of these has not<br />
come as far as the system for buildings.<br />
<strong>Peab</strong> decided some time ago that all our<br />
own property developments would be environmentally<br />
certified. <strong>Peab</strong> has also been<br />
active in developing environmental certification<br />
systems and the national adaptation<br />
of them. <strong>Peab</strong> has contributed with two of<br />
the four construction projects being used to<br />
test the Swedish manual of BREEAM, and<br />
a civil engineering project to test CEEQUAL<br />
(a certification system for land and civil<br />
engineering projects).<br />
Operations required to have<br />
permits or submit <strong>report</strong>s<br />
<strong>Peab</strong> runs operations required to have<br />
permits and submit <strong>report</strong>s in Sweden and<br />
Finland. They are gravel and rock quarries,<br />
Energy sources purchased directly in Sweden and Norway<br />
Liters MWh Giga Joules<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Oil 11,532,882 9,485,336 108,795 89,480 391,663 322,127<br />
Gasoline 848,405 1,226,986 7,971 11,528 28,696 41,502<br />
Diesel<br />
(Cars)<br />
16,834,813 18,189,061 165,140 178,424 594,504 642,328<br />
Diesel<br />
(Bulk)<br />
25,066,604 12,248,128 245,889 120,147 885,201 432,530<br />
E85 136,371 283,565 902 1,875 3,246 6,750<br />
Total 54,419,075 41,433,076 528,697 401,454 1,903,310 1,445,237<br />
Sweden Norway Finland All countries<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Electricity<br />
MWh 118,623 122,663 1,840 2,620 10,750 11,600 131,213 136,883<br />
Giga Joules<br />
District heating<br />
427,043 441,587 6,623 9,433 38,700 41,760 472,367 492,780<br />
MWh 21,432 29,489 489 134 5,450 8,500 27,371 38,123<br />
Giga Joules 77,155 106,161 1,759 482 1,962 30,600 98,536 137,243<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
31<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
SUSTAINABILITY<br />
water operations, transportion of waste and<br />
hazardous waste, asphalting units, cement<br />
manufacturing and ballast operations.<br />
Renewal and supplementation of permits is<br />
continuous. The operations required to<br />
have permits represent about 2 (3) percent<br />
of Group net sales in <strong>2012</strong> and operations<br />
that must submit <strong>report</strong>s represent about<br />
6 (6) percent.<br />
COMMITMENT TO THE COMMUNITY<br />
<strong>Peab</strong>’s ambition is to be an active and<br />
responsible player in society and contribute<br />
with engagement, experience and resources<br />
in situations that promote sustainable<br />
development. Activities aimed at young<br />
people are particularly close to our hearts.<br />
The <strong>Peab</strong> School was opened in Gothenburg<br />
in <strong>2012</strong>.This is the fifth <strong>Peab</strong> School<br />
in Sweden where theory is mixed with practice<br />
in the secondary school Construction<br />
and Civil Engineering program. There are<br />
currently <strong>Peab</strong> schools in Ängelholm,<br />
Malmö, Gothenburg, Solna and Upplands-<br />
Väsby with some 440 students in total. All<br />
the schools are quality certified as a Trade<br />
Recommended School by BYN (the Swedish<br />
Construction Industry Training Board)<br />
except for the new school in Gothenburg<br />
and an application will be sent in soon for<br />
that school as well. Read more about the<br />
<strong>Peab</strong> school at page 33.<br />
A new sponsorship policy was adopted<br />
in <strong>2012</strong> in which sponsoring focuses on<br />
Tervapääskynen<br />
in Helsinki wins<br />
Sustainable Stone<br />
Building Award<br />
Tervapääskynen in Helsinki won the<br />
Sustainable Stone Building Award <strong>2012</strong>.<br />
The prize is awarded annually to people and<br />
companies that have participated in projects<br />
built with bricks and cement on site.<br />
Tervapääskynen comprises 65 apartments<br />
as well as cellars and attics. One of the challenges<br />
was that the frame of the building<br />
and its façade had different shapes. Another<br />
was to merge the old and new façade styles<br />
into a functioning unity. According to the jury<br />
Tervapääskynen was surprising but yet<br />
harmonious architecturally.<br />
32 PEAB ANNUAL REPORT <strong>2012</strong><br />
promoting community contributions, societal<br />
development, belonging and team building.<br />
Another example of <strong>Peab</strong>’s commitment<br />
to the community is <strong>Peab</strong>’s role as the<br />
principle partner of Mentor, a non-profit<br />
organization that works to prevent violence<br />
and drug abuse among the young. <strong>Peab</strong><br />
also works with AUF – Arbeidernes Ungdomsfylking<br />
– to build the new Utöya. In<br />
Södertälje our subsidiary Telge-<strong>Peab</strong> gives<br />
the unemployed, people receiving employment<br />
aid and refugees a chance to receive<br />
an education, training and work while building<br />
housing.<br />
BUSINESS ETHICS AND<br />
ANTI-CORRUPTION WORK<br />
<strong>Peab</strong>’s ethical guidelines summarize how<br />
employees should behave in the company,<br />
society and in business. The steering<br />
document with our ethical guidelines is<br />
regularly updated and adopted by executive<br />
management to make sure it is current<br />
and written in a language everyone can<br />
understand. The most recent update was<br />
in August <strong>2012</strong>.<br />
As part of our work against corruption<br />
and transgressions against <strong>Peab</strong>’s ethical<br />
guidelines we started the educational program<br />
The Ethics Round in 2009. Since then<br />
over 3,500 white-collar workers in Sweden,<br />
Norway and Finland have gone through the<br />
program which teaches <strong>Peab</strong>’s stance on<br />
ethics, the law and what is right. The course<br />
is tailored to <strong>Peab</strong>’s needs and contains<br />
situations that illustrate different ethical<br />
dilemmas that can occur in operations.<br />
<strong>Peab</strong>’s ethical council answers questions<br />
concerning ethics from our operations,<br />
internally and externally communicates<br />
<strong>Peab</strong>’s stance on ethical issues and<br />
prepares and decides on matters where<br />
laws or ethical guidelines have been transgressed.<br />
At <strong>Peab</strong>, if an employee does not<br />
want to or cannot bring up a matter with<br />
their closet supervisor they may turn to their<br />
supervisor’s boss. They can also contact<br />
the ethical council though a form where<br />
they can submit their views anonymously or<br />
openly.<br />
LASTING FINANCIAL<br />
VALUE CREATION<br />
<strong>Peab</strong>’s operations affect many different<br />
aspects of economic development in<br />
society such as contributing to innovation,<br />
technical development and creative solutions<br />
that are good for the entire industry.<br />
Cost-efficient and sustainable construction<br />
is achieved through long-term planning,<br />
good relations with customers and an<br />
economic lifecycle perspective. In order to<br />
ensure good relations with customers <strong>Peab</strong><br />
measures customer satisfaction in both<br />
housing and business customers via SCI<br />
surveys (Satisfied Customer Index) which<br />
Dredged material is<br />
solidified and reused<br />
in Gävle Harbor<br />
<strong>Peab</strong> worked together with Gävle Hamn AB<br />
in a partnering project to extend Gävle<br />
Harbor. In recent years the harbor has<br />
experienced considerable growth and<br />
therefore needs new piers, larger and<br />
broader port space and greater capacity to<br />
further expand. Dredged material is polluted<br />
with heavy metals and must be transported<br />
to land to be encapsulated (solidified). In<br />
<strong>Peab</strong>’s specially built construction – ProSol<br />
2010 – binders are mixed with the dredged<br />
material so that the pollutants are solidified<br />
and the material is stabilized. The material<br />
can then be reused in the harbor extension.<br />
This alternative is cheaper and entails less<br />
environmental impact than hauling the<br />
material to a waste disposal site.<br />
follow an international standard. <strong>Peab</strong>’s<br />
project Mandolin received the housing<br />
trade’s highest SCI rating in <strong>2012</strong>.<br />
A high level of productivity in <strong>Peab</strong> is<br />
important to internal and external stakeholders<br />
since it saves money and<br />
resources. In order to raise productivity<br />
<strong>Peab</strong> is moving towards a more standardized<br />
construction model based on tried and<br />
true methods and knowledge-sharing. PGS<br />
(<strong>Peab</strong> General System) develops high<br />
quality pre-fabricated buildings at competitive<br />
prices. In BIM modeling 3D models are<br />
connected to the tools used in construction<br />
processes, which also ensures they will be<br />
efficient.<br />
Several pilot projects aimed at identifying<br />
the best way to utilize logistical possibilities<br />
have been carried out. In <strong>2012</strong> a<br />
Group logistic project which was run<br />
together with four selected suppliers was<br />
concluded. The purpose of the project was<br />
to find effective logistic solutions in projection,<br />
calculation, purchasing and production.<br />
<strong>Peab</strong> intends to continue to work with<br />
rationalizing our logistics and will successively<br />
implement logistic solutions in work<br />
procedures and processes.
Participation, security<br />
and confidence at the<br />
<strong>Peab</strong> School<br />
With a wave of retirements on the horizon <strong>Peab</strong> felt the need to ensure access to future employees. This<br />
factor, together with a deep concern for elementary students that do not have all the grades they need to<br />
go forward, was the foundation of the <strong>Peab</strong> School, launched in 2006.<br />
The <strong>Peab</strong> School offers the secondary school Construction and Civil Engineering program and is based<br />
on a pedagogic where focus is just as much on students becoming secure, aware community members as<br />
becoming skilled workers. The key to this is participation, security and confidence. Theory is mixed with<br />
practice at <strong>Peab</strong>’s own worksites and around 70 percent of students who get their diploma have begun to<br />
work at <strong>Peab</strong>.<br />
The <strong>Peab</strong> School’s pedagogic methods are based on four cornerstones:<br />
Actively working with everyday values – Ethics and values are cemented in a person’s teens. We<br />
educate both community members and community builders and we take this responsibility seriously.<br />
An education in reality – All possible professional know-how that can be taught at a workplace will<br />
be taught there - in real life situations.<br />
Comprehensive view and context – All the subjects are connected together and integrated into<br />
projects.<br />
The individual in focus – Goals and demands are the same for everybody but the way to reach and<br />
meet them is different depending on circumstances. Everyone is challenged to achieve their full potential.<br />
This innovative pedagogic has generated good results. The majority of students leave the school with a job<br />
and a complete set of secondary school grades – even the students that came with almost nothing from<br />
elementary school.<br />
There are currently <strong>Peab</strong> schools in Ängelholm, Malmö, Gothenburg, Solna and Upplands-Väsby with some<br />
450 students in total. All the schools are quality certified as a Trade Recommended School by BYN (the<br />
Swedish Construction Industry Training Board) except for the new school in Gothenburg and an application<br />
will be sent in soon for that school as well.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
33<br />
BOARD OF DIRECTORS’ REPORT
BOARD OF DIRECTORS’ REPORT<br />
OTHER INFORMATION AND APPROPRIATION OF PROFITS<br />
RESEARCH AND DEVELOPMENT<br />
<strong>Peab</strong>’s R&D is an important part of our<br />
day-to-day production, in part to be able to<br />
offer our customers improved products and<br />
services, and in part to boost <strong>Peab</strong>’s<br />
competitiveness. The individual business<br />
areas run their own R&D.<br />
One of the development projects that<br />
has been in progress awhile in business<br />
area Construction is PGS (<strong>Peab</strong> General<br />
System). PGS develops and supplies a<br />
flexible system of pre-fab building components<br />
that are assembled to make up a<br />
complete apartment building. PGS entails<br />
industrial building all the way from design to<br />
final assembly. The first PGS concept buildings<br />
were constructed in 2009 and today<br />
PGS houses are constructed from southern<br />
Sweden up to the Mälardalen region in the<br />
middle of Sweden.<br />
In certain cases business areas Industry<br />
and Civil Engineering develop products<br />
together. One example is the Vinnova<br />
financed innovation project; “Sustainable<br />
production of fine grained products from<br />
rock”. The object of the project is to substitute<br />
natural sand with industrially produced<br />
fine grained products from rock. The project<br />
is expected to be concluded in September<br />
2014. Several innovation projects are also<br />
run by the Swedish Construction Industry<br />
Development Fund (SBUF), among them<br />
non-destructive asphalt, cement and stabilized<br />
soil testing.<br />
IMPORTANT EVENTS IN <strong>2012</strong><br />
<strong>Peab</strong> was divided into four business areas<br />
on 1 January <strong>2012</strong>; Construction, Civil Engineering,<br />
Industry and Property Development.<br />
In keeping with this, executive<br />
management has been expanded to include<br />
the managers of each business area.<br />
Tina Hermansson Berg has been<br />
appointed Head of Human Resources. She<br />
took up her new position on 1 June <strong>2012</strong><br />
and became a member of executive management.<br />
Tina Hermansson Berg was previously<br />
Executive Vice President of Human<br />
Resources & Corporate Communication at<br />
Mölnlycke Health Care AB.<br />
Niclas Winkvist has been appointed<br />
Head of Strategy and Business Support<br />
and a member of executive management.<br />
He will keep his responsibilities for M&A,<br />
and he will also take on the overall responsibility<br />
for the Group’s strategy work. Niclas<br />
was previously CFO for <strong>Peab</strong> Industri.<br />
Mats Johansson, Executive Vice<br />
President responsible for Business Ethics<br />
and Safety and Security, has left his position<br />
in accordance with his pension agreement.<br />
Responsibility for these issues has<br />
been handed over to Head of HR Tina<br />
Hermansson Berg.<br />
Roger Linnér was appointed the new<br />
Business Area Manager Civil Engineering<br />
and he is a member of <strong>Peab</strong>’s executive<br />
management as of 1 January 2013. Roger<br />
succeeds Tore Nilsson as <strong>Peab</strong>’s Business<br />
Area Manager Civil Engineering. Roger has<br />
34 PEAB ANNUAL REPORT <strong>2012</strong><br />
30 percent lower<br />
CO 2 emissions with<br />
low-temperated<br />
asphalt<br />
Over the last ten years <strong>Peab</strong> Asphalt has<br />
worked intensively to develop asphalt with a<br />
lower environmental impact and which is<br />
energy efficient to manufacture. Achieving this<br />
has made it possible to improve the quality of<br />
the finished pavement, lower working temperatures<br />
even more and increase recycling.<br />
Lowering the paving temperature by around<br />
30 degrees reduces energy consumption by<br />
20 percent, CO 2 emissions by 30 percent and<br />
flue gases and dust particles by all of 65<br />
percent. This reduces the environmental<br />
impact and improves the work environment for<br />
our employees.<br />
been working in <strong>Peab</strong> since 1996 primarily<br />
in Civil Engineering.<br />
<strong>Peab</strong> has redeemed its futures for the<br />
purchase of 940,000 shares in Lemminkäinen<br />
Oyj, which is equivalent to 4.78 percent<br />
of the company’s shares and votes. This<br />
means <strong>Peab</strong> directly owns 2,080,225<br />
shares in Lemminkäinen Oyj, corresponding<br />
to 10.59 percent of both shares and votes.<br />
<strong>Peab</strong> has issued bonds amounting to<br />
SEK 1,000 million in the MTN program,<br />
which was established in February <strong>2012</strong>.<br />
The maturity of the bonds varies from 1.5<br />
years up to a term of 4 years.<br />
<strong>Peab</strong> has divested its holdings in<br />
Brinova Fastigheter AB and Catena AB.<br />
IMPORTANT EVENTS<br />
AFTER YEAR-END<br />
In March 2013 CEO and President Jan<br />
Johansson chose to step down and Jesper<br />
Göransson was appointed CEO and acting<br />
President. The Board has initiated the<br />
process of finding a new ordinary CEO.<br />
In connection with the revision of the<br />
Norwegian operations, and in order to<br />
increase focus on improved profitability in<br />
Business Area Construction, there has<br />
been a division of responsibility. Deputy<br />
CEO Tore Hallersbo is, as of 1 January<br />
2013, responsible for the further development<br />
of divisions Norway, Finland and Special<br />
Projects. With its specialist expertise<br />
Division Special Projects will support operations<br />
in Norway throughout the entire production<br />
process. As of 8 April 2013 Roger<br />
Linnér is the operative manager for the<br />
Swedish Construction divisions and business<br />
area staff. As of March 2013 Jesper<br />
Göransson is acting Business Area Construction<br />
Manager.<br />
<strong>Peab</strong>’s business areas Construction,<br />
Civil Engineering and Industry are carrying<br />
out several major projects for Northland<br />
Resources connected to the iron ore mine<br />
in Kaunisvaara outside Pajala. As a result<br />
of the information released on 8 February<br />
2013 by Northland Resources regarding<br />
the business reconstruction, <strong>Peab</strong> has<br />
declared that outstanding accounts receivable<br />
to companies in the Northland group<br />
amount in total to around SEK 160 million,<br />
of which around SEK 70 million are<br />
included in the reconstruction. No writedowns<br />
are deemed necessary. During the<br />
reconstruction period <strong>Peab</strong> will receive regular<br />
payments for work performed. <strong>Peab</strong><br />
has a close dialogue with the company<br />
regarding its financial development.<br />
THE PEAB SHARE<br />
At the end of the year <strong>Peab</strong>’s share capital<br />
amounted to SEK 1,583,866,056 divided<br />
among a total of 296,049,730 shares,<br />
resulting in a nominal value of SEK 5.35<br />
per share. Of the shares, 34,319,957 are<br />
A shares with ten votes per share, and<br />
261,729,773 are B shares with one vote<br />
per share. All shares carry equal rights to<br />
participation in the company’s assets,<br />
profits and dividends. There are no<br />
restrictions in the articles of association<br />
concerning transferring shares or votes at<br />
the AGM.<br />
On 31 December <strong>2012</strong> there were<br />
approximately 31,800 shareholders in<br />
<strong>Peab</strong>. Mats Paulsson with companies represents<br />
the largest single shareholder with<br />
15.9 percent of the capital and 22.3 percent<br />
of the votes. Erik Paulsson with family and<br />
companies was previously the second<br />
largest shareholder with 8.1 percent of the<br />
capital and 22.2 percent of the votes.<br />
During <strong>2012</strong> via his company Backahill Erik<br />
Paulsson sold most of his shares in <strong>Peab</strong>.<br />
All his A shares were sold to Sara Karlsson<br />
and Svante Paulsson via companies and<br />
the B shares have been purchased by,<br />
among others, Mats Paulsson via companies.<br />
The joint ownership related to the<br />
company’s founders Mats and Erik Paulsson<br />
with families and companies amounted<br />
to 29 percent of the capital and 65 percent<br />
of the votes at year-end.<br />
The company has no knowledge of any<br />
agreements between shareholders that can<br />
result in restriction of the right to transfer<br />
shares.<br />
In 2007, <strong>Peab</strong> established a profit-<br />
sharing foundation. In accordance with its<br />
investment policy the assets of the foundation<br />
must be placed mainly in <strong>Peab</strong> shares.<br />
As of 31 December <strong>2012</strong> the foundation<br />
owns 7,803,432 B shares in <strong>Peab</strong>.<br />
The articles of association specify that<br />
the Board members are elected at the<br />
AGM. The articles of association do not<br />
include any stipulation regarding the dismissal<br />
of Board members or changes to the<br />
articles of association.
The AGM 2007 resolved to issue and offer<br />
convertibles to all employees. The convertibles<br />
matured on 30 November <strong>2012</strong>. No<br />
conversion to shares has been made and<br />
the loan of SEK 598 million was repaid in its<br />
entirety.<br />
HOLDINGS OF OWN SHARES<br />
At the beginning of <strong>2012</strong> <strong>Peab</strong>’s holding of<br />
own shares was 1,086,984 B shares which<br />
corresponds to 0.4 percent of the total<br />
number of shares. In order to offset any<br />
dilution effects from the convertible<br />
programs, to use in the financing of acquisitions<br />
etc. as well as adjust the Group’s<br />
capital structure, <strong>Peab</strong>’s <strong>Annual</strong> General<br />
Meeting on 15 May <strong>2012</strong> resolved to<br />
authorize the Board to, during the period<br />
until the next AGM, acquire shares so that<br />
the company would have at most 10<br />
percent of the total shares in <strong>Peab</strong>. No own<br />
shares were purchased nor divested during<br />
<strong>2012</strong>. See note 30.<br />
CORPORATE GOVERNANCE<br />
For a detailed description of the work of the<br />
Board of Directors, corporate governance<br />
and system for internal control, see page<br />
86, Corporate Governance Report.<br />
REMUNERATION FOR<br />
SENIOR OFFICERS<br />
The Board will propose to the <strong>Annual</strong><br />
General Meeting on 14 may 2013 that the<br />
remuneration policy remain unchanged.<br />
For more information about adopted guidelines<br />
regarding the salaries and other remunerations<br />
to the Chief Executive Officer and<br />
other members of executive management,<br />
see note 9.<br />
ANTICIPATED FUTURE<br />
DEVELOPMENT<br />
Total building construction contracted in<br />
Sweden during <strong>2012</strong> compared to 2011.<br />
There is a large degree of uncertainty about<br />
how the construction and property markets<br />
OTHER INFORMATION AND APPROPRIATION OF PROFITS<br />
will develop in 2013. The level of housing<br />
production is currently too low relative to<br />
the need for housing. This leads to a<br />
growing housing shortage, which can<br />
hamper development on the labor market<br />
and, in turn, even affect economic growth.<br />
A large part of the investments made over<br />
the next few years will in all probability be in<br />
maintenance and repair. The greatest<br />
decline is expected in the industrial sector<br />
in 2013. Civil Engineering developed very<br />
well in <strong>2012</strong>. The volume of investments is,<br />
however, expected to level off in 2013 and<br />
end up on the same level as in <strong>2012</strong>.<br />
Norwegian building construction startups<br />
have had stable growth in <strong>2012</strong>,<br />
although not at the same high rate as previous<br />
years and a hefty negative turn is<br />
expected in building construction start-ups<br />
in 2013. In <strong>2012</strong> civil engineering developed<br />
very well and this is expected to<br />
continue in 2013.<br />
Building construction start-ups in Finland<br />
were slightly down from the previous<br />
year. The assessment for 2013 is that building<br />
construction volumes will continue to<br />
contract but they will turn up slightly again<br />
in 2014. The total volume of civil engineering<br />
investments in <strong>2012</strong> remained<br />
unchanged and this holds true for the<br />
forecast for 2013.<br />
Renovation and maintenance have historically<br />
been much more resistant to financial<br />
crises and shifts in the economy. The<br />
forecast for 2013 is no exception and this<br />
area is expected to grow in all three Nordic<br />
countries.<br />
PARENT COMPANY<br />
The activities of the parent company<br />
consist of executive management and<br />
shared Group functions.<br />
Net sales in <strong>2012</strong> amounted to SEK 96<br />
million (99) and primarily consisted of internal<br />
Group services. Operating profit <strong>2012</strong><br />
amounted to SEK -54 million (-46). Shares<br />
in subsidiaries have been written down during<br />
the year by SEK 346 million (122), of<br />
which SEK 294 million refer to shares in<br />
<strong>Peab</strong> AS. The result after net financial<br />
items was SEK -227 million (1,573).<br />
Proposed appropriation of profits<br />
The following amounts in SEK are at the disposal of the <strong>Annual</strong> General Meeting:<br />
Share premium reserve 2,308,208,948<br />
Special reserve 55,000,000<br />
Fair value reserve –120,624,942<br />
Profit brought forward 3,319,001,557<br />
Profit for the year –226,843,827<br />
Total 5,334,741,736<br />
The Board of Directors propose the following appropriation<br />
of disposable profits and non-restricted reserves:<br />
Dividend, 296,049,730 shares at SEK 1.60 per share 473,679,568<br />
Carried forward 1) 4,861,062,168<br />
Total 5,334,741,736<br />
1) Of which to share premium reserve 2,308,208,948<br />
Of which to special reserve 55,000,000<br />
Of which to a fair value reserve –120,624,942<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
35<br />
BOARD OF DIRECTORS’ REPORT
A Nordic Community Builder:<br />
A new mining project<br />
in the north<br />
Kaunisvaara-gruvan, Pajala, October <strong>2012</strong>: The picture shows Sweden’s newest<br />
mining project in Kaunisvaara where Northland Resources began test deliveries of iron ore<br />
in October <strong>2012</strong>. <strong>Peab</strong> has paved the way for the coming operations, built a concentrator,<br />
offices and housing. <strong>Peab</strong> will even be responsible for transportion from the mine in<br />
Kaunisvarra to the shipping port in Narvik. This is a Nordic project that enlists <strong>Peab</strong>’s entire<br />
expertise and know-how in all our business areas. This is one example of <strong>Peab</strong>’s role as a<br />
Nordic Community Builder. For more information about Northland Resources, see page 34<br />
under “Important events after the balance sheet date”.<br />
Read more about our mining projects at www.peab.se/kaunisvaara.<br />
36 PEAB ANNUAL REPORT <strong>2012</strong><br />
KAUNISVAARA GRUVAN<br />
Pajala
Income statement for the Group<br />
INCOME STATEMENT AND REPORT ON COMPREHENSIVE INCOME FOR THE GROUP<br />
MSEK Note <strong>2012</strong> 2011<br />
Net sales 3,4 46,840 43,539<br />
Production costs –43,541 –39,842<br />
Gross profit 3,299 3,697<br />
Sales and administrative expenses –2,378 –2,265<br />
Profit from participation in associated companies and joint ventures 18,19 18 24<br />
Other operating income 6 128 58<br />
Other operating costs 7 –12 –9<br />
Operating profit 4,8,9,10,11,38 1,055 1,505<br />
Financial income 239 158<br />
Financial expenses –443 –466<br />
Profit from participation in joint ventures 19 –38 –2<br />
Net finance 12 –242 –310<br />
Pre-tax profit 813 1,195<br />
Tax 14 –88 –252<br />
Profit for the year 725 943<br />
Profit for the year attributable to:<br />
Shareholders in parent company 729 943<br />
Non-controlling interests –4 0<br />
Profit for the year 725 943<br />
Profit per share 15<br />
before dilution, SEK 2.47 3.26<br />
after dilution, SEK 2.47 3.26<br />
Statements of comprehensive income for the group<br />
MSEK Note <strong>2012</strong> 2011<br />
Profit for the year 725 943<br />
Other comprehensive income<br />
Translation difference for the year when translating foreign operations –12 0<br />
Profit/loss from exchange risk hedging in foreign operations –2 1<br />
Translation differences transferred to profit for the year – –1<br />
Change for the year in fair value of financial assets available-for-sale –87 –17<br />
Change for the year in fair value of cash flow hedges 34 –204<br />
Change in fair value of cashflow hedges carried over to profit for the year –17 –<br />
Share in associated companies' other comprehensive income –1 –2<br />
Tax attributable to components in other comprehensive income 14 15 16<br />
Other comprehensive income for the year –70 –207<br />
Total comprehensive income for the year 655 736<br />
Total comprehensive income for the year attributable to:<br />
Shareholders in parent company 659 736<br />
Non-controlling interests –4 0<br />
Total comprehensive income for the year 655 736<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
37<br />
FINANCIAL REPORTS
FINANCIAL REPORTS<br />
BALANCE SHEET FOR THE GROUP<br />
MSEK Note <strong>2012</strong> 2011<br />
Assets<br />
Intangible assets 16 2,126 2,231<br />
Tangible assets 17 4,443 4,580<br />
Participation in associated companies 18 – 88<br />
Participation in joint ventures 19 1,279 1,235<br />
Other securities held as fixed assets 22,36,37 442 885<br />
Interest-bearing long-term receivables 21,36,37 1,157 1,314<br />
Deferred tax recoverables 14 231 158<br />
Other long-term receivables 23 108 359<br />
Total fixed assets 9,786 10,850<br />
Project and development property 24 6,239 5,180<br />
Inventories 25 465 416<br />
Work-in-progress 26 1,106 1,689<br />
Accounts receivable 27 7,095 6,535<br />
Interest-bearing current receivables 21,36,37 567 237<br />
Tax assets 105 75<br />
Recognized but not invoiced income 28 5,240 4,580<br />
Prepaid expenses and accrued income 823 352<br />
Other current receivables 23,37 208 465<br />
Current holdings 36,37 10 9<br />
Liquid funds 36,37 429 961<br />
Total current assets 22,287 20,499<br />
Total assets 32,073 31,349<br />
Equity 30<br />
Share capital 1,584 1,584<br />
Other contributed capital 2,576 2,576<br />
Reserves –152 –82<br />
Profit brought forward included profit for the year 3,976 3,869<br />
Equity attributable to shareholders in parent company 7,984 7,947<br />
Non-controlling interests 1 0<br />
Total equity 7,985 7,947<br />
Liabilities<br />
Interest-bearing long-term liabilities 31,36,37 6,772 7,399<br />
Other long-term liabilities 34,36 142 110<br />
Deferred tax liabilities 14 444 376<br />
Provisions for pensions 32,36 7 13<br />
Other provisions 33 394 310<br />
Total long-term liabilities 7,759 8,208<br />
Interest-bearing current liabilities 31,36,37 1,854 1,735<br />
Accounts payable 36,37 4,534 4,508<br />
Income tax liabilities 114 289<br />
Invoiced income not yet recognized 28 5,246 4,269<br />
Accrued expenses and deferred income 3,176 2,641<br />
Other current liabilities 34,36 1,232 1,619<br />
Provisions 33 173 133<br />
Total current liabilities 16,329 15,194<br />
Total liabilities 24,088 23,402<br />
Total equity and liabilities 32,073 31,349<br />
See note 40 for information about the Group’s pledged assets and contingent liabilities.<br />
38 PEAB ANNUAL REPORT <strong>2012</strong>
MSEK<br />
Share<br />
capital<br />
REPORT ON CHANGES IN GROUP EQUITY<br />
Equity attributable to shareholders in parent company<br />
Other<br />
contributed<br />
capital<br />
Translation<br />
reserve<br />
Fair<br />
value<br />
reserve<br />
Hedging<br />
reserve<br />
Profit<br />
brought<br />
forward<br />
including<br />
Non-<br />
profit for controlling<br />
the year Total interests<br />
Opening balance equity 2011-01-01 1,584 2,576 39 – 86 3,388 7,673 0 7,673<br />
Total comprehensive income for the year<br />
Profit for the year 943 943 0 943<br />
Other comprehensive income for the year –1 –17 –189 –207 –207<br />
Total comprehensive income for the year – – –1 –17 –189 943 736 0 736<br />
Total<br />
equity<br />
Transactions with Group owners<br />
Dividends –746 –746 –746<br />
Acquisition of own shares –16 –16 –16<br />
Sales of own shares 300 300 300<br />
Total transactions with Group owners – – – – – –462 –462 0 –462<br />
Closing balance equity 2011-12-31 1,584 2,576 38 –17 –103 3,869 7,947 0 7,947<br />
Opening balance equity <strong>2012</strong>–01–01 1,584 2,576 38 –17 –103 3,869 7,947 0 7,947<br />
Total comprehensive income for the year<br />
Profit for the year 729 729 –4 725<br />
Other comprehensive income for the year –10 –87 27 –70 –70<br />
Total comprehensive income for the year – – –10 –87 27 729 659 –4 655<br />
Transactions with Group owners<br />
Dividends<br />
Acquisition of non-controlling interests, previous<br />
–620 –620 –620<br />
controlling interests –2 –2 –2<br />
Changes in participation in subsidiaries, new issue 5 5<br />
Total transactions with Group owners – – – – – –622 –622 5 –617<br />
Closing balance equity <strong>2012</strong>-12-31 1,584 2,576 28 –104 –76 3,976 7,984 1 7,985<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
39<br />
FINANCIAL REPORTS
FINANCIAL REPORTS<br />
CASH FLOW STATEMENT FOR THE GROUP<br />
MSEK Note <strong>2012</strong> 2011<br />
Current operations 44<br />
Pre-tax profit 813 1,195<br />
Adjustments for non-cash items 739 1,021<br />
Income tax paid –286 –24<br />
Cash flow from current operations before working capital changes 1,266 2,192<br />
Cash flow from changes in working capital<br />
Increase (–)/Decrease (+) project and development properties –989 –682<br />
Increase (–)/Decrease (+) inventories 526 –413<br />
Increase (–)/Decrease (+) current receivables –1,344 –1,721<br />
Increase (+)/Decrease (–) current liabilities 1,044 684<br />
Cash flow from changes in working capital –763 –2,132<br />
Cash flow from current operations 503 60<br />
Investment operations<br />
Acquisition of subsidiaries, net effect on liquid funds –406 –329<br />
Sale of subsidiaries, net effect on liquid funds 135 77<br />
Acquisition of intangible fixed assets – –1<br />
Acquisition of tangible fixed assets –758 –529<br />
Sale of tangible fixed assets 106 244<br />
Acquisition of financial assets –615 –818<br />
Sale of financial assets 2,009 225<br />
Cash flow from investment operations 471 –1,131<br />
Cash flow before financing 974 –1,071<br />
Financing operations<br />
Repurchases of own shares – –16<br />
Withdrawal of own shares – 300<br />
Repayment of convertible promissory notes -598 –<br />
Raised bonds 997 998<br />
Change of loans –1,272 691<br />
Dividend distributed –620 –746<br />
Cash flow from financing operations –1,493 1,227<br />
Cash flow for the year –519 156<br />
Cash at the beginning of the year 970 810<br />
Exchange rate differences in cash –12 4<br />
Cash at year-end 439 970<br />
40 PEAB ANNUAL REPORT <strong>2012</strong>
INCOME STATEMENT AND REPORT ON COMPREHENSIVE INCOME FOR THE PARENT COMPANY<br />
MSEK Note <strong>2012</strong> 2011<br />
Net sales 3 96 99<br />
Administrative expenses 9,10 –150 –145<br />
Operating profit –54 –46<br />
Result from financial investments 12<br />
Result from participations in Group companies –88 1,862<br />
Result from participations in associated companies 27 6<br />
Result from securities and receivables recognized as fixed assets 97 –23<br />
Interest expenses and similar loss items –209 –226<br />
Profit after financial items –227 1,573<br />
Appropriations 13 0 –156<br />
Pre–tax profit –227 1,417<br />
Tax 14 0 –125<br />
Profit for the year –227 1,292<br />
Report on comprehensive income for the parent company<br />
MSEK <strong>2012</strong> 2011<br />
Profit for the year –227 1,292<br />
Other comprehensive income<br />
Change for the year in fair value of financial assets available–for–sale –99 –21<br />
Other comprehensive income for the year –99 –21<br />
Total comprehensive income for the year –326 1,271<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
41<br />
FINANCIAL REPORTS
FINANCIAL REPORTS<br />
BALANCE SHEET FOR THE PARENT COMPANY<br />
MSEK Note <strong>2012</strong> 2011<br />
Assets<br />
Fixed assets<br />
Tangible assets<br />
Machinery and equipment 17 2 2<br />
Total tangible assets 2 2<br />
Financial assets<br />
Participations in Group companies 42 12,547 11,525<br />
Participations in associated companies 18 – 133<br />
Receivables from Group companies 20,36 1,586 1,447<br />
Interest-bearing long-term receivables 21,36,37 105 –<br />
Other securities held as fixed assets 22,36 277 709<br />
Other long-term receivables 23,36 1 1<br />
Total financial assets 14,516 13,815<br />
Total fixed assets 14,518 13,817<br />
Current assets<br />
Current receivables<br />
Receivables from Group companies 36 46 37<br />
Other current receivables 23 2 –<br />
Prepaid expenses and accrued income 29 5 7<br />
Total current receivables 53 44<br />
Liquid funds 36 3 2<br />
Total current assets 56 46<br />
Total assets 14,574 13,863<br />
Equity and liabilities<br />
Equity<br />
Restricted equity<br />
30<br />
Share capital 1,584 1,584<br />
Statutory reserve 300 300<br />
Non-restricted equity<br />
Share premium reserve 2,308 2,308<br />
Special reserve 55 55<br />
Fair value reserve –120 –21<br />
Profit brought forward 3,319 2,646<br />
Profit for the year –227 1,292<br />
Total equity 7,219 8,164<br />
Untaxed reserves 43 156 156<br />
Long-term liabilities<br />
Liabilities to Group companies 36 7,122 4,794<br />
Convertible promissory note 36,37 – 590<br />
Deferred tax liabilities 14 – 2<br />
Total long-term liabilities 7,122 5,386<br />
Current liabilities<br />
Accounts payable 36 55 11<br />
Liabilities to Group companies 36 2 2<br />
Tax liabilities 1 120<br />
Other current liabilities 34,36 3 6<br />
Accrued expenses and deferred income 35 16 18<br />
Total current liabilities 77 157<br />
Total equity and liabilities 14,574 13,863<br />
Pledged assets and contingent liabilities for parent company<br />
Pledged assets – –<br />
Contingent liabilities 40 20,760 18,195<br />
42 PEAB ANNUAL REPORT <strong>2012</strong>
MSEK<br />
REPORT ON CHANGES IN THE PARENT COMPANY’S EQUITY<br />
Restricted capital Non-restricted capital<br />
Share Statutory<br />
capital reserve<br />
Share<br />
premium<br />
reserve<br />
Special<br />
reserve<br />
Fair value<br />
reserve<br />
Profit/loss<br />
brought<br />
forward<br />
Profit<br />
for the<br />
year<br />
Total<br />
equity<br />
Opening balance equity, 1 January 2011 1,584 300 2,308 55 – 1,498 1,610 7,355<br />
Profit for the year 1,292 1,292<br />
Other comprehensive income for the year –21 –21<br />
Total comprehensive income for the year – – – – –21 – 1,292 1,271<br />
Allocation of profits 1,610 –1,610 0<br />
Cash dividend –746 –746<br />
Acquisition of own shares –16 –16<br />
Withdrawal of own shares 300 300<br />
Closing balance equity, 31 December 2011 1,584 300 2,308 55 –21 2,646 1,292 8,164<br />
Opening balance equity, 1 January <strong>2012</strong> 1,584 300 2,308 55 –21 2,646 1,292 8,164<br />
Profit for the year –227 –227<br />
Other comprehensive income for the year –99 –99<br />
Total comprehensive income for the year – – – – –99 – –227 –326<br />
Allocation of profits 1,292 –1,292 0<br />
Cash dividend –619 –619<br />
Closing balance equity, 31 December <strong>2012</strong> 1,584 300 2,308 55 –120 3,319 –227 7,219<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
43<br />
FINANCIAL REPORTS
FINANCIAL REPORTS<br />
CASH FLOW STATEMENT FOR THE PARENT COMPANY<br />
MSEK Note <strong>2012</strong> 2011<br />
Current operations 44<br />
Pre-tax profit –227 1,573<br />
Adjustments for non-cash items 73 –1,638<br />
Income tax paid –122 –8<br />
Cash flow from current operations before working capital changes –276 –73<br />
Cash flow from changes in working capital<br />
Increase (–) /Decrease (+) current receivables –8 –10<br />
Increase (+) /Decrease (–) current liabilities 40 –5<br />
Cash flow from changes in working capital 32 –15<br />
Cash flow from current operations –244 –88<br />
Investment operations<br />
Acquisition of financial assets –679 –<br />
Sale of financial assets 1,583 1,596<br />
Cash flow from investment operations 904 1,596<br />
Cash flow before financing 660 1,508<br />
Financing operations<br />
Repurchase of own shares – –16<br />
Withdrawal of own shares – 300<br />
Repayment of convertible promissory notes -598 –<br />
Change of loans 558 –1,047<br />
Dividend distributed –619 –746<br />
Cash flow from financing operations –659 –1,509<br />
Cash flow for the year 1 –1<br />
Cash at the beginning of the year 2 3<br />
Cash at year-end 3 2<br />
44 PEAB ANNUAL REPORT <strong>2012</strong>
CONTENTS NOTES<br />
Note 1 Accounting principles 46<br />
Note 2 Important estimates and assessments 53<br />
Note 3 Income distributed by type 53<br />
Note 4 Operating segment 54<br />
Note 5 Business combinations 55<br />
Note 6 Other operating income 56<br />
Note 7 Other operating costs 56<br />
Note 8 Government grants 56<br />
Note 9 Employees, personnel costs and remuneration to senior officers 56<br />
Note 10 Fees and cost remunerations to auditors 58<br />
Note 11 Operating costs divided by type 58<br />
Note 12 Net financial income/expense 59<br />
Note 13 Appropriations 59<br />
Note 14 Taxes 59<br />
Note 15 Earnings per share 61<br />
Note 16 Intangible fixed assets 62<br />
Note 17 Tangible fixed assets 63<br />
Note 18 Participation in associated companies 64<br />
Note 19 Participation in joint ventures 65<br />
Note 20 Receivables from Group companies 66<br />
Note 21 Interest-bearing receivables 66<br />
Note 22 Other long-term securities holdings 66<br />
Note 23 Other receivables 66<br />
Note 24 Project and development properties 66<br />
Note 25 Inventories 66<br />
Note 26 Work-in-progress 66<br />
Note 27 Accounts receivable 66<br />
Note 28 Construction contracts 67<br />
Note 29 Prepaid expenses and accrued income 67<br />
Note 30 Equity 67<br />
Note 31 Interest-bearing liabilities 68<br />
Note 32 Pensions 69<br />
Note 33 Provisions 69<br />
Note 34 Other liabilities 70<br />
Note 35 Accrued expenses and deferred income 70<br />
Note 36 Valuation of financial assets and liabilities at fair value 71<br />
Note 37 Financial risks and financial policy 73<br />
Note 38 Operational lease contracts 76<br />
Note 39 Investment obligations 76<br />
Note 40 Pledged assets, contingent liabilities and contingent assets 76<br />
Note 41 Related parties 77<br />
Note 42 Group companies 78<br />
Note 43 Untaxed reserves 81<br />
Note 44 Cash flow statement 81<br />
Note 45 Events after the balance sheet day 82<br />
Note 46 Information on parent company 82<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
45<br />
NOTES
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Note1 Accounting principles<br />
Compliance with standards and legislation<br />
The consolidated accounts have been drawn up in accordance with<br />
the International Financial Reporting Standards (IFRS) issued by the<br />
International Accounting Standards Board (IASB) and interpretations<br />
from IFRS Interpretations Committee (IFRIC) which have been adopted<br />
by EU. In addition, the Swedish Financial Reporting Board recommendation<br />
RFR 1 Supplementary accounting rules for groups has<br />
also been applied.<br />
The accounting principles given below for the Group have been<br />
applied consequently for all the periods presented in the consolidated<br />
financial <strong>report</strong>s, if not otherwise stated. The Group’s accounting principles<br />
have been applied consequently for <strong>report</strong>s and the consolidation<br />
of the parent company, subsidiaries, associated companies and<br />
joint ventures in the consolidated financial <strong>report</strong>s.<br />
The parent company applies the same accounting principles as the<br />
Group except in the cases stated below in the section on the parent<br />
company accounting principles.<br />
The <strong>Annual</strong> Report and the consolidated accounts have been<br />
approved of by the Board and CEO for publication on 3 April 2013.<br />
The consolidated income statement and balance sheet and the parent<br />
company’s income statement and balance sheet will be presented for<br />
adoption by the AGM on 14 May 2013.<br />
Valuation basis applied for preparation of the parent<br />
company and Group financial <strong>report</strong>s<br />
Assets and liabilities are <strong>report</strong>ed at historical acquisition values<br />
except for certain financial assets and liabilities which are assessed<br />
at fair value. Financial assets and liabilities valued at fair value consist<br />
of derivatives and shares and holdings that are not <strong>report</strong>ed as subsidaries/associated<br />
companies or joint ventures.<br />
Functional currency and <strong>report</strong>ing currency<br />
The parent company’s functional currency is the Swedish crown,<br />
which is also the currency in which the accounts of the parent company<br />
and the Group are <strong>report</strong>ed. Thus the financial <strong>report</strong>s are presented<br />
in Swedish crowns. Unless otherwise indicated all amounts are<br />
rounded off to the nearest million.<br />
Estimates and assessments in the financial <strong>report</strong>s<br />
Preparing the financial <strong>report</strong>s in accordance with the IFRSs requires<br />
that the company management make estimates and assessments and<br />
make assumptions which affect the application of the accounting policies<br />
and the recognized amounts with regard to assets, liabilities, revenues<br />
and costs. The actual outcome may vary from these estimates<br />
and assessments.<br />
Estimates and assumptions are regularly reviewed. Changes to estimates<br />
are entered in the accounts of the period the change is made<br />
and, where applicable, in future periods.<br />
Assessments made by the company management when applying<br />
the IFRSs which have a significant impact on the financial <strong>report</strong>s and<br />
assessments made, which could result in substantial adjustments to<br />
following years’ financial <strong>report</strong>s, are described in more detail in note 2.<br />
Changed accounting principles<br />
Group accounting principles are the same as in the <strong>Annual</strong> Reports<br />
2011. The amendments of IFRSs applied from <strong>2012</strong> have not had any<br />
significant effect on Group accounting.<br />
New IFRSs and interpretations that have not yet been applied<br />
The Group has chosen not to prematurely apply new standards or<br />
interpretations when preparing these financial <strong>report</strong>s and plans no<br />
premature application in the coming years.<br />
Amended IAS 19 Employee benefits eliminates the current rules<br />
that make it possible to even out actuary gains and losses over time.<br />
Instead actuary gains and losses will be recognized in the comprehensive<br />
income statements as they occur. The yield on plan assets in<br />
the result is recognized for an amount calculated on the discount rate<br />
used when calculating employee benefit obligations. The difference<br />
between the real and calculated yield of plan assets is recognized in<br />
the other comprehensive income statement. The amendments will be<br />
applied from the financial year 2013 and retroactively. EU has<br />
approved the application of the amendments. Amendments in IAS 19<br />
are expected to affect Group equity per 1 January <strong>2012</strong> by around<br />
46 PEAB ANNUAL REPORT <strong>2012</strong><br />
SEK –14 million after taking deferred tax into consideration. The translation<br />
effect on the Group result is expected to amount to SEK 1 million<br />
and SEK 7 million on the comprehensive result for <strong>2012</strong>. Equity<br />
at the end of the year is expected to be affected by SEK –6 million<br />
taking deferred tax into consideration.<br />
The amended IAS 1 Presentation of financial statements means<br />
that items in other comprehensive income must be separated into two<br />
categories and presented in other comprehensive income based on<br />
whether the items will at a later date be <strong>report</strong>ed as income or not.<br />
The amendment, now approved by the EU, will be applied from the<br />
financial year 2013 and retroactively. Group presentations are affected<br />
by the fact that translation differences will belong to the category that<br />
can be reversed whereas actuary gains and losses on defined benefit<br />
pension plans (see the above) will belong to the category that can<br />
never be reversed to profit/loss. Items that can be reclassified are, for<br />
example, translation differences and profit/loss on cash flow hedges.<br />
Items that are not reclassified are, for example, actuary gains and<br />
losses.<br />
IFRS 13 Fair value measurement will be applied onward from the<br />
financial year 2013 and is only expected to affect Group disclosures.<br />
IFRS 13 is approved for application by the EU.<br />
Amendments to IAS 32 Financial instruments: Classification regarding<br />
the rules for when financial assets and financial liabilities may be<br />
offset. The amendments to IAS 32 are approved for application by the<br />
EU and will be applied from the financial year 2014 and retroactively.<br />
New disclosure requirements in IFRS 7 Financial instruments: Disclosures<br />
regarding the offset of financial assets and financial liabilities<br />
will be applied from the financial year 2013. Disclosures will also be<br />
made retroactively. The amendments to IFRS 7 are approved for application<br />
by the EU.<br />
IFRS 10 Consolidated financial statements, IFRS 11Joint arrangements<br />
and IFRS 12 Disclosure of interests in other entities deal with<br />
when entities must be consolidated, how joint ventures and joint operations<br />
should be presented as well as which disclosures must be<br />
made regarding these investments. At the same time the consequential<br />
amendments in IAS 27 called Separate financial <strong>report</strong>s will be<br />
applied. IAS 28 has been revised as well and is called Investments in<br />
associates and joint ventures. When EU approved the above standards<br />
obligatory application was put off until 2014 with a requirement<br />
for retroactive application. The new standards and amendments<br />
above are not expected to affect Group accounting other than in<br />
certain disclosures.<br />
IFRS 9 Financial instruments, will replace IAS 39 Financial instruments:<br />
Recognition and measurement as of 2015. IASB has published<br />
the first two of at least three parts which will together form IFRS<br />
9. The first two parts deal with classification and valuation of financial<br />
assets and financial liabilities. IFRS 9 has not yet been approved for<br />
application by the EU and approval is not expected until EU can take<br />
a position on all three parts of IFRS 9. <strong>Peab</strong> has therefore chosen to<br />
wait before making a consequence analysis.<br />
Other new or amended IFRSs together with interpretations are not<br />
expected to have any effect on Group accounting.<br />
Operating segments<br />
An operating segment is an entity in the Group that engages in business<br />
activities from which it may earn revenues and incur expenses<br />
and for which discrete financial information is available. An operating<br />
segment’s results are reviewed by the company’s highest decision<br />
maker in order to assess its performance and to be able to allocate<br />
resources to the segment. Segment information is provided for the<br />
Group only.<br />
Classification etc.<br />
Fixed assets, long-term liabilities principally consist of amounts which<br />
may be expected to be recovered or defrayed later than 12 months<br />
after the balance sheet date. Current assets and current liabilities<br />
principally consist of amounts which may be expected to be recovered<br />
or defrayed within 12 months of the balance sheet date.<br />
Consolidation principles<br />
Subsidiaries<br />
Subsidiaries are entities over which <strong>Peab</strong> AB exercises a controlling<br />
influence. The term controlling influence refers to a direct or indirect<br />
right to mould the company’s financial and operating strategies in<br />
order to obtain financial benefits. When assessing whether a con-
trolling interest is involved, potential share voting rights which can be<br />
exercised immediately or can be converted must be taken into<br />
account.<br />
Business combinations are recognized using the purchase accounting<br />
method, under which acquisitions of subsidiaries are regarded as<br />
transactions through which the Group indirectly acquires the assets<br />
of the subsidiary and takes over its liabilities. The consolidated acquisition<br />
value is calculated in an acquisition analysis in conjunction with<br />
the acquisition. The analysis establishes the acquisition value of the<br />
participations or the business, the fair value on acquisition date of the<br />
acquired identifiable assets and the liabilities taken over.<br />
From 1 January goodwill in business combinations is calculated as<br />
the sum of transferred reimbursement, any non-controlling interest<br />
and the fair value of previously acquired shares (in step acquisitions)<br />
less the fair value of the subsidiary’s identifiable assets and overtaken<br />
liabilities. Where the difference is negative this is recognized directly<br />
in profit/loss for the year. Goodwill from acquisitions before 2010 is<br />
calculated as the sum of transferred reimbursement and acquisition<br />
expenses less the fair value of acquired identifiable net assets from<br />
each acquired share after which the acquisition value of goodwill<br />
from all the separately acquired shares is aggregated. Acquisition<br />
costs for business combinations from 2010 on are expensed but are<br />
included in goodwill in acquisitions made before that date.<br />
Conditional consideration from 2010 on is measured at fair value at<br />
the time of acquisition and subsequent changes in fair value are recognized<br />
in profit and loss as they occur. For acquisitions before 2010<br />
conditional consideration is only <strong>report</strong>ed when it is possible to calculate<br />
a probable and reliable amount and any adjustments thereafter<br />
are recognized in goodwill.<br />
In subsidiaries acquired from 2010 on where there are owners with<br />
a non-controlling interest the Group <strong>report</strong>s net assets attributable to<br />
owners of non-controlling interests either as the fair value of all net<br />
assets excluding goodwill or the fair value of all assets including<br />
goodwill. The choice is made individually for each acquisition.<br />
Increased ownership in companies in stages is <strong>report</strong>ed as step<br />
acquisitions. In step acquisitions from 2010 on that lead to control the<br />
previously acquired shares are remeasured based on the fair value of<br />
the latest acquired share and the resulting profit or loss is recognized<br />
in the income statement. Step acquisitions before 2010 are <strong>report</strong>ed<br />
as an aggregation of the acquisition-date values and any remeasurement<br />
when control is achieved is recognized in the remeasurement<br />
reserve in equity.<br />
When control has been achieved the change in ownership is <strong>report</strong>ed<br />
as a transfer in equity between the parent company and the<br />
non-controlling interests, without remeasuring the subsidiary’s net<br />
assets. In changes in ownership while maintaining control prior to<br />
2010 the difference between payment and the acquisition’s share of<br />
booked identifiable assets were recognized in goodwill.<br />
From 1 January 2010 partial disposal of an investment in a subsidiary<br />
that results in loss of control triggers remeasurement of the residual<br />
holding to fair value. Any difference between fair value and carrying<br />
amount is recognized in profit or loss for changes in ownership.<br />
No such remeasurement was performed on residual holdings that<br />
formed a joint venture or associated company prior to 2010.<br />
When acquisitions of subsidiaries involve the acquisition of net<br />
assets which do not comprise operations, the acquisition cost of each<br />
identifiable asset and liability is divided based on its relative fair value<br />
at the time of acquisition.<br />
The financial <strong>report</strong>s of subsidiaries are recognized in the consolidated<br />
accounts from the date the controlling influence arises and<br />
remain in the consolidated <strong>report</strong> until the date it ceases.<br />
Joint ventures<br />
For accounting purposes, joint ventures are entities where the Group<br />
through co-operation agreements with one or more partners exercises<br />
a joint controlling influence over operational and financial management.<br />
From the date on which the joint controlling influence is<br />
assumed, participations in joint ventures are recognized in consolidated<br />
accounts in accordance with the equity method, whereby the value<br />
of participations in joint ventures recognized in the consolidated<br />
accounts corresponds to the Group’s participation in the equity of<br />
joint ventures and Group goodwill and other possible residual Group<br />
deficit and surplus values. The Group’s participations in joint ventures<br />
after tax and minorities adjusted for depreciation, write-downs or dispersal<br />
of acquired deficit and surplus values are recognized in con-<br />
solidated profit for the year as Participations in profit of joint ventures.<br />
Only equity earned after the acquisition is recognized in the consolidated<br />
equity. Dividends received form joint ventures reduce the<br />
accounting value of the investment.<br />
Upon acquisition, any differences between the acquisition value of<br />
the holding and the owner company’s participation in the net fair value<br />
of the joint venture’s identifiable assets, liabilities and contingent<br />
liabilities is recognized primarily according to the same principles as<br />
for subsidiaries with the difference that acquisitions costs are activated<br />
in the acquisition value of the shares and that changes in ownership<br />
while maintaining joint control are <strong>report</strong>ed as separate partial<br />
acquisitions respectively partial disposals of shares proportional to<br />
the groupwise value.<br />
The equity method is applied until the time the joint controlling influence<br />
ceases.<br />
Associated companies<br />
Associated companies are those companies in which the Group has a<br />
significant but not controlling influence over operating and financial<br />
control usually through shareholdings of between 20 and 50 percent.<br />
From the date on which the significant influence is assumed, participations<br />
in affiliated companies are recognized in consolidated<br />
accounts in accordance with the equity method. For a description of<br />
the equity method, see Joint Ventures above.<br />
Transactions which must be eliminated upon consolidation<br />
Intra-group receivables and liabilities, revenues or costs or unrealised<br />
gains or losses stemming from intra-group transactions between<br />
Group companies are eliminated completely when preparing the<br />
consolidated accounts.<br />
Unrealised gains arising from transactions with joint ventures are<br />
eliminated to the extent these refer to the Group’s ownership participation<br />
in the company. Unrealised losses are eliminated in the same<br />
way as unrealised gains but only to the extent there is no write-down<br />
requirement.<br />
Foreign currency<br />
Transactions in foreign currency<br />
Transactions in foreign currency are converted to the functional currency<br />
at the exchange rate on the transaction date. The functional currency<br />
is the currency of the primary financial surroundings where the<br />
company operates. Monetary assets and liabilities in foreign currency<br />
are converted to the functional currency at the exchange rate applying<br />
on the balance sheet day. Exchange rate differences arising during<br />
translation are recognized in profit/loss for the year. Non-monetary<br />
assets and liabilities which are recognized at historical acquisition<br />
value are converted at the exchange rate applying at the time of the<br />
transaction. Non-monetary assets <strong>report</strong>ed at fair value are recalculated<br />
to the functional currency at the exchange rate current at the time<br />
of valuation at fair value.<br />
The financial <strong>report</strong>s of foreign businesses<br />
Assets and liabilities in foreign entities including goodwill and other<br />
Group deficit and surplus values are converted from the foreign company’s<br />
functional currency to the Group’s <strong>report</strong>ing currency, Swedish<br />
crowns, at the exchange rate applying on balance sheet day. Earnings<br />
and costs in a foreign entity are converted to Swedish crowns at an<br />
average rate approximating to the rates applying on the respective<br />
transaction dates. Translation differences arising when converting the<br />
currency of foreign companies are recognized in other comprehensive<br />
income and are accumulated in a separate component in equity<br />
as a translation reserve.<br />
Net investment in a foreign company<br />
Translation differences arising from the translation of a foreign net<br />
investment are recognized via other comprehensive income in the<br />
translation reserve in equity. Translation differences also comprise<br />
exchange rate differences from loans which form a part of the parent<br />
company’s investment in foreign subsidiaries (so-called extended<br />
investment). When a foreign subsidiary is divested, the accumulated<br />
translation differences attributable to the company are reclassified<br />
from equity to profit/loss for the year.<br />
Accumulated translation differences attributable to foreign companies<br />
are presented as a separate capital class and contain translation<br />
differences accumulated from 1 January 2004 onwards. Accumulated<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
47<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
translation differences before 1 January 2004 are divided into other<br />
own capital classes and are not recognized separately.<br />
Income<br />
Construction contracts<br />
Current construction contracts are <strong>report</strong>ed in accordance with IAS<br />
11, Construction contracts. Under IAS 11 income and expenses must<br />
be recognized as the contract is completed. This principle is known<br />
as the percentage of completion method. Income and expenses are<br />
recognized in profit and loss in proportion to the percentage completion<br />
of the contract. The percentage completion of the contract is<br />
determined based on the defrayed project costs compared to the<br />
project costs corresponding to the project income for the whole<br />
contract. The application of the percentage of completion method is<br />
prerequisite on it being possible to calculate the outcome in a reliable<br />
manner. In case of contracts where the outcome cannot be reliably<br />
calculated, income is calculated in proportion to the costs defrayed.<br />
Feared losses are charged to income as soon as they become known.<br />
In the balance sheet, construction contracts are entered project by<br />
project either as Recognized but non-invoiced income under current<br />
assets or as Invoiced income not yet recognized under current liabilities.<br />
Those projects with higher accumulated income than invoiced are<br />
recognized as assets whilst those projects which have been invoiced<br />
in excess of the accumulated income are recognized as liabilities.<br />
Swedish tenant-owned housing projects are <strong>report</strong>ed according to<br />
IAS 11, Construction contracts, which entails applying the percentage<br />
of completion method as the project progresses based on expenses<br />
that have occurred in relationship to the project’s calculated total cost.<br />
A contract is drawn up which regulates the sales of land and construction<br />
of the property with the tenant-owned association, which is<br />
an independent legal entity.<br />
Own developed housing projects for sale<br />
Since <strong>Peab</strong> has housing projects in Finland and Norway as well as our<br />
own home developments in Sweden <strong>Peab</strong> does not have an external<br />
independent other party at the start of a project, which means that<br />
the projects are <strong>report</strong>ed according to IAS 18 Revenue and income<br />
from these projects is recognized first when the projects are handed<br />
over to the buyer. Expenses are recognized as work-in-progress in the<br />
balance sheet. On account invoices to customers are <strong>report</strong>ed as<br />
non-interest-bearing liabilities, and loans to finance housing projects<br />
are <strong>report</strong>ed as interest-bearing liabilities.<br />
Other income<br />
Other income excluding construction contracts is recognized in<br />
accordance with IAS 18 Revenue. Income from the sale of goods is<br />
recognized in profit/loss for the year when the material risks and benefits<br />
associated with ownership of the goods has been transferred to<br />
the buyer. Crane and machinery hire income is recognized linearly<br />
over the hiring period.<br />
Government grants<br />
Government grants are recognized in the balance sheet as government<br />
receivables when it is reasonably certain that the contribution will be<br />
received and that the Group will meet the requirements for the grant.<br />
Grants are amortised systematically in profit/loss for the year as cost<br />
reductions in the same way and over the same periods as the costs that<br />
the grants are intended to offset. Government grants related to assets<br />
are recognized as a reduction in the recognized value of the asset.<br />
Leasing<br />
Operational leasing agreements<br />
Expenses for operational leasing agreements where the Group is the<br />
lessee are recognized linearly in profit/loss for the year over the leasing<br />
period. Benefits obtained from the signing of an agreement are<br />
recognized linearly in profit/loss for the year over the term of the leasing<br />
agreement. Variable costs are expensed in the periods they occur.<br />
Revenues relating to operational leasing agreements where the<br />
Group is the lessor are recognized in a straight line over the life of the<br />
lease agreement. Costs arising from leasing agreements are recognized<br />
as they arise.<br />
Financial leasing agreements<br />
Minimum leasing charges are divided between interest costs and<br />
amortization of the outstanding debt. Interest costs are distributed<br />
over the leasing term such that an amount corresponding to a fixed<br />
48 PEAB ANNUAL REPORT <strong>2012</strong><br />
interest rate for the debt accounted in the respective period is recognized<br />
in each accounting period. Contingent rents are carried as<br />
expenses in the periods it occurs.<br />
Financial income and expenses<br />
Financial income and expenses consist of interest income on cash at<br />
bank, receivables and interest-bearing securities, interest expenses<br />
on loans, dividend revenues, realised and unrealised gains and losses<br />
on financial investments and derivatives used within the financial<br />
business.<br />
Interest income on receivables and interest expenses on liabilities<br />
are calculated in accordance with the effective interest rate method.<br />
The effective interest rate is the discount rate for estimated future<br />
payments and disbursements during the expected life of a financial<br />
instrument to the financial asset’s or liability’s net book value. Interest<br />
income and interest expenses include accrued transaction costs and<br />
possible discounts, premiums and other differences between the<br />
original value of the receivable or liability and the amount received<br />
when it falls due.<br />
Dividend income is recognized when the right to payment is established.<br />
The results of sales of financial investments are recognized when<br />
the risks and benefits associated with ownership of the instrument<br />
are materially transferred to the buyer and the Group no longer has<br />
control of the instrument.<br />
Interest costs are charged to income during the period to which<br />
they refer except to the extent that they are included in that asset’s<br />
acquisition value. An asset for which interest can be included in the<br />
acquisition price is an asset which must necessarily require considerable<br />
time to prepare for the intended use or sale. Interest costs are<br />
capitalised according to IAS 23, Borrowing costs. Interest rate swaps<br />
are used to hedge against interest risks connected to Group loans.<br />
Interest rate swaps are valued at fair value in the balance sheet. The<br />
coupon rate part is recognized on a current basis in profit/loss for the<br />
year as a correction of the interest expense. Unrealised changes in<br />
the fair value of rate swaps are recognized in other comprehensive<br />
income and are part of the hedging provision until the hedged item<br />
affects profit/loss for the year and as long as the criteria for hedge<br />
<strong>report</strong>ing is met.<br />
Taxes<br />
Income tax consists of current tax and deferred tax. Income tax is<br />
recognized in profit/loss for the year except when the underlying<br />
transaction is recognized in equity, in which case the relevant tax is<br />
recognized in other comprehensive income or equity.<br />
Current tax is tax that must be paid or will be received during the<br />
current year. This also includes current tax attributable to earlier periods.<br />
Current and deferred tax is calculated applying the tax rates and<br />
tax rules resolved upon or in practice resolved upon on the balance<br />
sheet day.<br />
Deferred tax is calculated according to the balance sheet method<br />
based on temporary differences between the accounted and tax values<br />
of assets and liabilities. Temporary differences are not taken into<br />
account for the difference generated by the recognition of groupwise<br />
goodwill and nor for difference that occurred at first recognition of<br />
assets and liabilities which are not business combinations and which<br />
at the time of the transaction did not affect either recognized or taxable<br />
profits. Further are not temporary differences attributable to participations<br />
in subsidiaries and joint ventures, which are not expected<br />
to be written back in the foreseeable future, taken into account. Valuation<br />
of deferred tax is based on how the underlying value of assets or<br />
liabilities is expected to be realised or regulated.<br />
When companies are acquired such acquisition either refers to<br />
business combinations or asset purchase. Asset purchase refers to,<br />
for example, the acquired company only owning one or more properties<br />
with tenancy agreements but the acquisition not comprising processes<br />
required to operate property business. When recognising<br />
asset purchase no deferred tax is recognized separately. The fair<br />
value of deferred tax liabilities is instead deducted from the fair value<br />
of the acquired asset.<br />
Deferred tax receivables relating to deductible temporary differences<br />
and loss carry-forwards are only recognized to the extent it is likely<br />
they can be exercised. The value of deferred tax receivables is<br />
reduced when it is no longer assessed they can be utilised.
Financial instruments<br />
On the assets side, financial instruments entered to the balance sheet<br />
include liquid funds, current investments, accounts receivable, securities<br />
holdings, loan receivables and derivatives. On the liabilities side,<br />
they include accounts payable, borrowing and derivatives.<br />
Recognition in and removal from the balance sheet<br />
Financial assets and financial liabilities are entered to the balance<br />
sheet when the company becomes involved in accordance with the<br />
instrument’s contractual terms. Accounts receivable are <strong>report</strong>ed<br />
when the company has performed and the other party has a contractual<br />
responsibility to pay, even if the invoice has not yet been sent.<br />
Accounts receivable are entered into the balance sheet when the<br />
invoice has been sent. Liabilities are recognized when the counterparty<br />
has performed the service and there is a contractual payment<br />
obligation even if the invoice has not been received. Accounts payable<br />
are recognized when the invoice is received.<br />
Financial assets are removed from the balance sheet when the<br />
rights of the agreement have been realised, fall due or the company<br />
loses control of them. The same applies to parts of financial assets.<br />
Financial liabilities are removed from the balance sheet when contractual<br />
obligations are discharged or have been otherwise extinguished.<br />
The same applies to parts of financial liability.<br />
Financial assets and financial liabilities are offset and recognized at<br />
a net amount in the balance sheet only where there is a legal right to<br />
offset the amounts and it is intended to adjust the items with a net<br />
amount or to at the same time capitalise the asset and adjust the liability.<br />
On-demand acquisitions and on-demand sales of financial assets<br />
are <strong>report</strong>ed on the transaction date, which is the date the company<br />
undertakes to acquire or sell the asset.<br />
Classification and valuation<br />
Financial instruments which are not derivatives are initially recorded at<br />
acquisition value corresponding to the instrument’s fair value with the<br />
addition of transaction costs for all financial instruments except for<br />
those classified as financial assets, which are recognized at fair value<br />
in profit for the year which are recorded at fair value minus transaction<br />
costs. Financial instruments are classified upon first recognition<br />
based on the purpose for which the instrument was acquired. Classification<br />
determines how financial instruments are valued after first<br />
recognition as described below.<br />
Liquid funds consist of cash and immediately available balances at<br />
banks and equivalent institutes and current liquid investments with<br />
maturities from the acquisition date of less than three months and<br />
which are exposed to only insignificant value fluctuation risks.<br />
Financial assets valued at fair value via profit/loss<br />
Financial assets in this category are constantly valued at fair value<br />
with value changes recognized in profit/loss for the year. This category<br />
consists of two sub-groups: financial assets held for trading and other<br />
financial assets which the company initially chooses to place in this<br />
category with the support of the so called fair value option. The first<br />
sub-group includes derivatives with positive fair value except for derivatives<br />
which are identified and in effect hedge instruments. The Group<br />
has decided to include listed shares which the executive management’s<br />
risk management and investment strategy manages and values<br />
based on fair value in the second sub-group.<br />
Financial assets available-for-sale<br />
Included in the category financial assets available for sale are financial<br />
assets not classified in any other category or financial assets that<br />
the company has chosen to initially classify in this category. Shareholdings<br />
and participation not recognized at fair value via profit and<br />
loss, and which are not subsidiaries, associated companies or joint<br />
ventures, are <strong>report</strong>ed in this category. Assets in this category are<br />
valued at fair value with the changes in value for the period <strong>report</strong>ed<br />
in other comprehensive income. Accumulated changes in value are<br />
<strong>report</strong>ed in a separate component of equity, with the exception of<br />
changes in value stemming from write-downs. Received dividends are<br />
<strong>report</strong>ed in profit/loss for the year. When the asset is divested the<br />
accumulated profit/loss, which was previously <strong>report</strong>ed in other<br />
comprehensive income, is <strong>report</strong>ed in profit/loss for the year.<br />
Loans and receivables<br />
Loans and receivables are financial assets which are not derivatives<br />
with fixed payments or with payments which can be determined and<br />
which are not listed in an active market. These assets are valued at<br />
amortized cost. The amortized cost is determined based on the<br />
effective interest rate which is calculated at the time of acquisition.<br />
Accounts receivable are recognized at the estimated impact amount,<br />
i.e. after deduction of distressed debts.<br />
Financial liabilities valued at fair value via profit/loss<br />
Financial liabilities in this category are valued at fair value with the<br />
changes in value <strong>report</strong>ed in profit/loss for the year.<br />
The category consists of two sub-groups: financial liabilities which<br />
are held for trading and other financial liabilities which the company<br />
initially chose to place in this category with the support of the so<br />
called fair value option. The first sub-category includes derivatives<br />
with negative fair value except for derivatives which are identified and<br />
in effect hedge instruments. The Group has not included any financial<br />
liabilities in the second sub-category.<br />
Other financial liabilities<br />
Loans and other financial liabilities, e.g. accounts payable, are included<br />
in this category. Liabilities are recognized at accrued acquisition<br />
value.<br />
Derivates<br />
The Group’s derivatives consist of interest rate, exchange rate and<br />
share derivatives utilised to hedge risks of changes in exchange<br />
rates, interest rate changes and changes in the fair value of shares.<br />
Derivatives not used for hedge accounting are classified as financial<br />
assets or financial liabilities held for trading and are valued at fair value.<br />
Value changes are recognized in profit/loss. The valuation method<br />
involves the discounting of future cash flows.<br />
Derivatives are initially recognized at fair value, and consequently<br />
transaction costs are charged to profit/loss for the period. After first<br />
recognition derivatives are recognized as described below. If the<br />
derivative is used for hedge accounting and to the extent this is effective,<br />
the value change to the derivative is recognized on the same line<br />
in profit/loss for the year as the hedged item. Even if hedge accounting<br />
is not applied, the value gain or reduction to the derivative is recognized<br />
as income or expenses in operating profit or in net financials<br />
items depending on the purpose for which the derivative is used and<br />
whether its use relates to an operating item or a financial item. In<br />
hedge accounting, the non-effective part is recognized in the same<br />
way as value changes to derivatives that are not used in hedge<br />
accounting. If hedge accounting is not applied to the use of interest<br />
rate swaps, the coupon rate is recognized as interest and the remaining<br />
value change of the interest rate swap is recognized as other<br />
financial income or other financial costs.<br />
The exchange rate contracts used to hedge future cash flow is recognized<br />
applying the rules for hedge accounting. These hedge instruments<br />
are recognized at fair value in the balance sheet. The value<br />
changes for the period are recognized in other comprehensive<br />
income and the accumulated value changes in a separate component<br />
of equity (the hedging reserve) until the hedged flow matches profit/<br />
loss for the year whereupon the accumulated value changes of the<br />
hedge instrument are reclassified to profit/loss for the year when the<br />
hedged transaction matches profit/loss for the year.<br />
Loans to foreign subsidiaries (extended investment) through investments<br />
in foreign subsidiaries have been to some extent financially<br />
hedged through forward contracts. Hedge accounting has not been<br />
applied. These loans are recognized at the price on balance sheet<br />
day and derivatives are recognized at fair value according to the above.<br />
Holdings of shares noted in foreign stock exchanges that are classified<br />
as financial assets available for sale have been hedged through<br />
forward exchange contracts. Hedging accounting has been used for<br />
these hedges by recognizing the translation effect from the translation<br />
of shares to the functional currency in profit/loss for the year instead<br />
of other comprehensive income. The translation effect is offset to the<br />
extent the hedge is effective by the changes in the fair value of the<br />
hedging instrument, which is also recognized in profit/loss for the<br />
year.<br />
Hedge accounting of net investments<br />
To a certain extent measures have been taken to reduce exchange<br />
risks connected to investments in operations abroad. This has been<br />
done by taking out loans in the same currency as the net investments.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
49<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
These loans are recognized at the translated rate on balance sheet<br />
day. The effective part of the period’s exchange rate changes in relation<br />
to hedge instruments is recognized in and the accumulated<br />
changes in a separate component of equity (the translation reserve),<br />
in order to meet and partly match the translation differences that<br />
affect other comprehensive income concerning net assets in the<br />
hedged operations abroad. In the cases where the hedge is not<br />
effective, the ineffective part is recognized directly in profit for the<br />
year as a financial item.<br />
Holdings of convertible certificates of claim<br />
Convertible certificates of claim may be converted to shares through<br />
the exercise of the option to convert the claim to shares. The option to<br />
convert a convertible certificate of claim to shares is not closely related<br />
to the claim right and therefore it is separated as an “embedded<br />
derivative” belonging to the valuation category financial assets held<br />
for trading. Therefore the derivative part is initially valued and subsequently<br />
on an ongoing basis according to a valuation model at fair<br />
value. Value changes are recognized in profit for the year as financial<br />
income and expenses. The claim part is ascribed to the loan and<br />
accounts receivable category and initially valued as the difference<br />
between the acquisition value of the convertible and the initial fair<br />
value of the option. Subsequently the claim part is valued at accrued<br />
acquisition value based on the derived implicit interest rate which<br />
gives an even return over the contractual life of the claim.<br />
Issued convertible promissory notes<br />
Convertible promissory notes can be converted to shares if the counterparty<br />
exercises the option to convert the claim to shares and are<br />
recognized as a compound financial instrument divided into a liability<br />
part and an equity part. The fair value of the liability at the time of<br />
issue is calculated by discounting future payment flows at the current<br />
market rate for similar liabilities without conversion rights. The value of<br />
the equity capital instrument is calculated as the difference between<br />
the issuing funds when the convertible promissory note was issued<br />
and the fair value of the financial liability at the time of issue. Deferred<br />
tax attributable to liabilities at the issue date is deducted from the<br />
recognized value of the equity instrument. Interest expenses are recognized<br />
in profit for the year and are calculated applying the effective<br />
interest rate method.<br />
Tangible fixed assets<br />
Owned assets<br />
Tangible fixed assets are recognized in consolidated accounts at<br />
acquisition value minus accumulated depreciation and amortization<br />
and any write-downs. The acquisition value consists of the purchase<br />
price and costs directly attributable to putting the asset in place in the<br />
condition required for utilisation in accordance with the purpose of<br />
the acquisition. Borrowing costs are included in the acquisition value<br />
of internally produced fixed assets according to IAS 23. The accounting<br />
principles applying to impairment loss are listed below.<br />
The value of a tangible fixed asset is derecognized from the balance<br />
sheet upon scrapping or divestment or when no future financial<br />
benefits are expected from the use or scrapping/divestment of the<br />
asset. Gains and losses arising from divestment or scrapping of an<br />
asset consist of the difference between the sale price and the asset’s<br />
booked value minus direct costs of sale.<br />
Leased assets<br />
Leasing is classified in the consolidated accounts either as financial<br />
or operating leasing. Financial leasing applies in circumstances<br />
where the financial risks and benefits associated with ownership are<br />
substantially transferred to the lessee. Where such is not the case,<br />
operating leasing applies.<br />
Assets which are rented under financial leasing agreements are<br />
recognized as assets in the consolidated balance sheet. Payment<br />
obligations associated with future leasing charges have been recognized<br />
as long-term current liabilities. The leased assets are depreciated<br />
according to plan while leasing payments are entered under interest<br />
and amortisation of liabilities.<br />
Assets which are rented under operational leasing agreements have<br />
not been recognized as assets in the consolidated balance sheet.<br />
Leasing charges for operational leasing agreements are charged to<br />
income in a straight line over the life of the lease.<br />
Assets which are rented out under financial leasing agreements are<br />
50 PEAB ANNUAL REPORT <strong>2012</strong><br />
not recognized as tangible fixed assets since the risks and opportunities<br />
connected to ownership of the assets are transferred to the lessee.<br />
A financial receivable referring to future minimum leasing fees is<br />
<strong>report</strong>ed instead.<br />
Future expenses<br />
Future expenses are only added to the acquisition value if it is likely<br />
that the future financial benefits associated with the asset will benefit<br />
the company and the acquisition value can be reliably estimated. All<br />
other future expenses are recognized as costs as they arise.<br />
Borrowing costs<br />
Borrowing costs which are directly attributable to the purchase, construction<br />
or production of an asset and which require considerable<br />
time to complete for the intended use or sale are included in the<br />
acquisition value of the asset. Borrowing costs are activated provided<br />
that it is probable that they will result in future financial benefits and<br />
the costs can be reliably measured.<br />
Depreciation principles<br />
Depreciation is based on the original acquisition value minus the<br />
calculated residual value. Depreciation is made linearly over the<br />
assessed useful life of the asset.<br />
Buildings (operating buildings) 25–100 years<br />
Land improvements 25–50 years<br />
Asphalt and concrete factories 10–15 years<br />
Vehicles and construction machinery 5–6 years<br />
PCs 3 years<br />
Other equipment and inventories 5–10 years<br />
The useful life and residual value of assets are assessed annually.<br />
Gravel and rock quarries are written down based on substance<br />
depletion, i.e. the amount of gravel and rock removed in relation to<br />
the calculated total amount of substance deemed recoverable in the<br />
gravel and rock quarry.<br />
Real estate<br />
Group real estate holdings are divided as follows:<br />
– Buildings and land entered under tangible fixed assets<br />
– Project and development properties as inventories among<br />
current assets<br />
Properties used in the Group’s own operations consisting of office<br />
buildings and warehouses (operational buildings) are entered as<br />
buildings and land under tangible fixed assets. Valuation is made in<br />
accordance with IAS 16, Tangible fixed assets, at acquisition value<br />
deducted for accumulated depreciation and possible write-downs.<br />
Direct and indirect holdings of undeveloped land and redeveloped<br />
tracts for future development, developed investment properties for<br />
project development, improvement and subsequent sale and which<br />
are expected to be realized during our normal operational cycle are<br />
entered as project and development property under current assets.<br />
Valuation is made in accordance with IAS 2, Inventories, at the lowest<br />
of either acquisition value or net sales value.<br />
Intangible assets<br />
Goodwill<br />
Goodwill refers to the difference between the acquisition value of a<br />
business and the fair value of acquired identifiable assets and<br />
assumed liabilities.<br />
Goodwill is value at acquisition value minus any accumulated writedowns.<br />
Goodwill is divided between cash-generating units and is tested<br />
at least once a year for write-down needs. Goodwill stemming from<br />
the acquisition of joint ventures and affiliated companies is included<br />
in the recognized value of participations in joint ventures and affiliated<br />
companies.<br />
In the case of business acquisitions which are less than the net<br />
value of the acquired assets and the assumed liabilities, the difference<br />
is recognized directly in profit for the year.<br />
Research and development<br />
Research costs intended to acquire new scientific or technological<br />
knowledge are <strong>report</strong>ed as costs as they arise. Development costs
where the results of research or other knowledge is applied to the<br />
production of new or improved products or processes are <strong>report</strong>ed<br />
as an asset in the balance sheet if the product or process is technically<br />
or commercially useful and the company has adequate resources<br />
for completing development and then applying or selling the intangible<br />
asset. The recognized value includes all directly attributable<br />
expenses, including for materials and services, payroll costs, the<br />
registration of legal rights, depreciation of patents and licences,<br />
borrowing costs. Other development costs are <strong>report</strong>ed in profit for<br />
the year as costs as they arise. Development costs are recognized in<br />
the balance sheet at acquisition value minus accumulated depreciation<br />
and possible write-downs.<br />
Other intangible assets<br />
Other intangible assets acquired by the Group are recognized at<br />
acquisition value minus accumulated depreciation, amortization and<br />
write-downs. Costs defrayed for internally generated goodwill and<br />
internally generated brands are <strong>report</strong>ed in profit for the year as the<br />
costs arise.<br />
Depreciation policies<br />
Depreciation is linearly recognized in profit for the year over the estimated<br />
useful life of the intangible asset provided the useful life can be<br />
determined. Goodwill and other intangible assets with an indeterminate<br />
useful life is tested for the need for write-down annually or as<br />
soon as there are indications that the asset in question has declined<br />
in value. Depreciable intangible assets are depreciated from the date<br />
when the asset became available for use.<br />
The estimated useful lives are:<br />
Brands 10 years<br />
Customer relations 3–5 years<br />
Agency agreements 2–7 years<br />
Site leasehold agreements During the term of the agreement<br />
The useful life and residual value of assets are assessed annually.<br />
Inventories<br />
Inventories are valued at the lowest of acquisition value and net sale<br />
value. The acquisition value of stocks are calculated using the first-in,<br />
first-out method and include expenses arising with the acquisition<br />
of the stock assets and their transport to their current location and<br />
condition. For manufactured goods the acquisition value includes a<br />
reasonable share of the indirect costs based on a normal capacity.<br />
The net sale value is the estimated sale price in the current business<br />
minus estimated costs of completion and bringing about the sale.<br />
Impairment loss<br />
The recognized value of Group assets is checked each balance sheet<br />
day to assess whether there is a write-down requirement. IAS 36 is<br />
applied to the testing of write-down requirements for other assets<br />
besides financial assets which are tested in accordance with IAS 39,<br />
assets for sale and divestment groups recognized which are tested in<br />
accordance with IFRS 5, inventories, plan assets used for financing of<br />
remuneration to employees and deferred tax receivables. The recognized<br />
value of the above-mentioned excepted assets is tested applying<br />
the respective standards.<br />
Impairment test of tangible and intangible assets and participation<br />
in subsidiaries, joint ventures, associated companies etc.<br />
If write-down requirements are indicated, the recovery value of the<br />
asset is estimated in accordance with IAS 36. Moreover, the recovery<br />
value of goodwill, other intangible assets of indeterminate useful life<br />
and intangible assets which are not yet ready for use is estimated<br />
each year. If it is not possible to establish materially independent cash<br />
flows for a certain asset, when testing for write-down needs the assets<br />
are grouped at the lowest level where it is possible to identify materially<br />
independent cash flow – a so-called cash-generating unit.<br />
Write-downs are recognized when the book value of an asset or a<br />
cash generating unit exceeds the recovery value. Write-downs are<br />
expensed in profit for the year. Write-downs of assets attributable to a<br />
cash-generating unit (group of units) are firstly allocated to goodwill,<br />
followed by the proportional write-down of the other assets in the unit<br />
(group of units).<br />
The recovery value is the highest of utility value and fair value minus<br />
cost of sale. When calculating utility value, future cash flows are discounted<br />
with a discount factor that takes into consideration the risk-free<br />
interest rate and the risks which are associated with the specific asset.<br />
Impairment test for financial assets<br />
Each time <strong>report</strong>s are drawn up the company assesses whether there<br />
are objective indications that a financial asset or a group of financial<br />
assets need to be written down. Objective indications partly consist of<br />
occurred observable circumstances which have a negative impact on<br />
possibilities of recovering the acquisition value and partly on significant<br />
or lengthy decreases in the fair value of an investment in a financial<br />
placing classified as a financial asset available for sale.<br />
Accounts receivable that need to be written down are <strong>report</strong>ed as<br />
the present value of the anticipated future cash flows. Current receivables<br />
are, however, not discounted. Write-downs charge profit for the<br />
year.<br />
Equity instruments classified as financial instruments available for<br />
sale are written down if the fair value is significantly lower than the<br />
acquisition value, or when the decline in value has been a long, drawn<br />
out process.<br />
When an equity instrument classified as a financial instrument available<br />
for sale is written down, previously <strong>report</strong>ed accumulated profit<br />
or loss in equity via other comprehensive income is reclassified to<br />
profit/loss for the year. The amount of accumulated loss that is reclassified<br />
from equity via other comprehensive income to profit/loss for the<br />
year consists of the difference between the acquisition cost and the<br />
current fair value after reductions for any write-downs on a financial<br />
asset which has already been <strong>report</strong>ed in profit/loss for the year.<br />
Reversed write-downs<br />
A write-down is reversed if there are both indications that write-down<br />
requirements no longer exist and assumptions upon which the calculation<br />
of the recovery value were based have changed. However,<br />
write-downs of goodwill are never reversed. Reversing is only performed<br />
to the extent that the recognized value after reversing of the<br />
asset does not exceed the recognized value which would have been<br />
recognized deducted for depreciation where necessary if write-down<br />
had not been made.<br />
Write-downs of investments held to maturity or loans and receivables<br />
recognized at amortized cost are reversed if a subsequent rise in<br />
the recovery value may objectively be attributed to a circumstance<br />
occurring after write-down was made.<br />
Write-downs of equity instruments classified as financial instruments<br />
available for sale are reversed via other comprehensive income<br />
and not via profit/loss for the year. All revaluations that follow are<br />
based on the written down value and are <strong>report</strong>ed in other comprehensive<br />
income.<br />
Share capital<br />
Repurchase of own shares<br />
Holdings of own shares and other equity instruments are recognized<br />
as a reduction in equity. Liquid funds from the divestment of such<br />
equity instruments are recognized as an increase in equity. Any transaction<br />
costs are charged directly to equity.<br />
Dividends<br />
Dividends are entered as liabilities after they have been approved by<br />
the AGM.<br />
Earnings per share<br />
The calculation of earnings per share is based on consolidated profit<br />
for the year attributable to the shareholders of the parent company<br />
and on the weighted average number of outstanding shares during<br />
the year. When calculating earnings per share after dilution, profit and<br />
the average number of shares are adjusted to allow for the effects of<br />
the diluting potential of shares which in the <strong>report</strong>ed periods stem<br />
from convertible certificates of claim and options issued to the<br />
employees. Earnings per share after dilution are calculated by<br />
increasing the number of shares with the total number shares the convertibles<br />
represent and increasing profit with the <strong>report</strong>ed interest<br />
cost after tax.<br />
Employee benefits<br />
Defined contribution pension plans<br />
Pension plans are only classified as defined contribution pension<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
51<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
plans where the company’s obligations are limited to the contributions<br />
the company has undertaken to pay. In such cases the size of an<br />
employee’s pension depends on the contributions the company pays<br />
to the plan or to the insurance company and the return on capital<br />
produced by the contributions. Consequently, the employees bear the<br />
actuarial risk (that payments will be lower than expected) and the<br />
investment risk (that the invested assets will not be adequate to produce<br />
the expected return). The company’s obligations concerning<br />
contributions to defined contribution plans are expensed in profit for<br />
the year as they are earned by the employee performing work for the<br />
company during the period.<br />
Defined benefit pension plans<br />
The Group’s defined benefit plans consist of the Swedish ITP Plan for<br />
Salaried Staff which is managed through insurance with Alecta, pension<br />
plans for a small number of executive personnel in Norway and<br />
the AFP pension in Norway.<br />
The Group’s recognized net obligations relating to defined benefit<br />
plans refer to Norwegian pension plans and are calculated separately<br />
for each plan through an assessment of the future payments which<br />
employees have earned through their employment both during the<br />
present and previous periods. Such payment is discounted to a net<br />
present value deducted for the fair value of any plan assets.<br />
The discount rate is the market rate of Norwegian government<br />
bonds extrapolated to a period equivalent to that of the pension<br />
obligations. Calculations of pension liabilities are performed by a<br />
qualified actuary.<br />
The so-called corridor rule is applied. The corridor rule involves that<br />
part of the accumulated actuarial gains and losses which exceeds 10<br />
per cent of the greatest of the obligation’s net present value and the<br />
plan asset’s fair value being recognized in the income statement over<br />
the expected average remaining working life of the employee covered<br />
by the plan. Otherwise account is not taken of actuarial gains and<br />
losses.<br />
Net interest on pension liabilities and anticipated returns on associated<br />
plans assets are recognized in net financial items. Other components<br />
are recognized as income or expenses in operating profit.<br />
Remuneration upon resignation or dismissal<br />
A reserve for remuneration relating to the dismissal of staff is only<br />
established if the company is demonstrably subject to, without any<br />
realistic opportunity for avoidance, a formal detailed plan for the<br />
termination of employment prior to the normal time.<br />
Current remuneration<br />
Current remuneration to employees is calculated without discount and<br />
are <strong>report</strong>ed as a cost when the related services are received.<br />
A provision is recognized for the expected costs of participations in<br />
profits and bonus payments when the Group has an applicable legal<br />
or informal obligation to make such payments for services received<br />
from employees and the obligations can be reliably estimated.<br />
Provisions<br />
Provisions are entered in the balance sheet when the Group is subject<br />
to an actual or informal legal obligation as a consequence of a circumstance<br />
occurring and it is likely that financial resources will be<br />
required to meet the obligation and a reliable estimate of the amount<br />
can be made.<br />
Guarantees<br />
Provisions for guarantees are recognized when the underlying products<br />
or services are sold. The provisions are based on historical data<br />
about the guarantees and a weighing up of the conceivable outcomes<br />
relative to the probabilities that the outcomes are associated<br />
with.<br />
Restoration costs<br />
These refer to the estimated restoration costs for rock and gravel<br />
quarries after operations are terminated. The provision increases with<br />
the quarried amount and is reversed after restoration is completed.<br />
The reserved amount is expected to be utilised successively following<br />
completion of quarrying.<br />
Contingent liabilities<br />
A contingent liability is recognized in accounts when there is a possi-<br />
52 PEAB ANNUAL REPORT <strong>2012</strong><br />
ble obligation attributable to events occurred, the occurrence of<br />
which can only be confirmed by one or more uncertain future events,<br />
or when there is an undertaking not recognized as a liability or provision<br />
because it is not likely that the use of resources will be required.<br />
The parent company’s accounting principles<br />
The parent company has prepared its annual <strong>report</strong> in accordance<br />
with the Swedish Company Accounts Act (1995:1554) and Swedish<br />
Financial Reporting Board recommendation RFR 2 Accounting rules<br />
for legal entities. The Swedish Financial Reporting Board statements<br />
concerning listed companies are also applied. RFR 2 requires that the<br />
parent company, in the annual <strong>report</strong> for the legal entity, use all EU<br />
adopted IFRSs and interpretations as far as possible within the framework<br />
of the Swedish Company Accounts Act, the Job Security Law<br />
and with due regard for the relationship between accounting and<br />
taxes. The recommendation states which exceptions and additions<br />
must be made to the IFRSs.<br />
The parent company accounting principles are unchanged in <strong>2012</strong><br />
compared to 2011.<br />
Differences between the Group’s and parent company’s<br />
accounting principles<br />
Differences between the Group’s and parent company’s accounting<br />
principles are given below. The below stated accounting principles<br />
for the parent company have been applied consistently to all periods<br />
presented in the parent company’s financial <strong>report</strong>s.<br />
Classification and design types<br />
The parent company’s income statement and balance sheet are<br />
presented in accordance with the design in the Swedish Company<br />
Accounts Act. The difference to IAS 1 Design of financial <strong>report</strong>s<br />
which is applied to the design of the consolidated financial <strong>report</strong>s is<br />
primarily the <strong>report</strong>ing of financial income and expenses, fixed assets,<br />
equity and the presentation of provisions under a separate heading in<br />
the balance sheet.<br />
Subsidiaries, joint ventures and associated companies<br />
Participation in subsidiaries, joint ventures and associated companies<br />
is recognized in the parent company applying the acquisition value<br />
method. This means that acquisition costs are included in the <strong>report</strong>ed<br />
value of the holding in the subsidiary. In Group accounting acquisition<br />
costs related to shares in subsidiaries are recognized directly in<br />
profit and loss as they occur.<br />
Financial guarantees<br />
The parent company’s financial guarantee agreements mainly consist<br />
of personal guarantees to the benefit of subsidiaries and joint ventures.<br />
The parent company recognizess financial guarantee agreements<br />
as provisions in the balance sheet when the company has an<br />
obligation for which payment is likely to be required to adjust the<br />
obligation.<br />
Forestalled dividends<br />
Forestalled dividends from subsidiaries are recognized when the<br />
parent company alone is entitled to decide on the size of the dividend<br />
and the company has taken a decision on the size of the dividend<br />
before the parent company publishes its financial <strong>report</strong>s.<br />
Tangible fixed assets<br />
Tangible fixed assets in the parent company are recognized at acquisition<br />
value minus accumulated depreciation and any write-downs<br />
in the same way as for the Group but with the addition of possible<br />
write-ups.<br />
Leased assets<br />
All leasing agreements in the parent company are recognized according<br />
to the rules for operating leasing.<br />
Employee benefits<br />
Defined benefit pension plans<br />
The parent company applies different assumptions for the calculation<br />
of defined benefit plans than those in IAS 19. The parent company<br />
complies with the provisions of the Job Security Law and the instructions<br />
of the Swedish Financial Supervisory, as this is a precondition<br />
for tax allowance rights.
Taxes<br />
Untaxed reserves including deferred tax liabilities are recognized in<br />
the parent company. On the other hand, in the Group accounts,<br />
untaxed reserves are divided between deferred tax liabilities and<br />
equity.<br />
Shareholders’ contributions<br />
Shareholders’ contributions are recognized directly in the equity of<br />
the receiver and are activated in shares and participation in the provider<br />
wherever write-downs are not required.<br />
Group contributions<br />
Received and given Group contributions are recognized in net financial<br />
items as “Profit from shares in Group companies” and are specified<br />
in note.<br />
Note 2 Important estimates and<br />
assessments<br />
Group Management has together with the Board of Directors discussed<br />
developments, selections and information regarding the<br />
Group’s important accounting principles and assessments, as well as<br />
the application of these principles and assessments.<br />
Certain important accounting estimates made when applying the<br />
Group’s accounting principles are described below.<br />
The sources of uncertainty in the assessments given below refer to<br />
uncertainties that entail a risk that the value of assets or liabilities may<br />
be significantly adjusted in the coming fiscal year.<br />
<strong>Peab</strong>’s operative business is sensitive to changes in, among other<br />
things, volume and margins. The financial risks are connected to the<br />
business’ tied-up capital, capital needs, interest risk and currency risk.<br />
For more information about how the changes in important variables<br />
affect Group profit after tax, see the sensitivity analysis on page 28.<br />
Percentage of completion<br />
Profit <strong>report</strong>ed for contract projects in progress is calculated through<br />
percentage of their completion based on the degree of completion of<br />
the project. This requires that project revenue and costs can be calculated<br />
in a reliable manner. A prerequisite is a well functioning system<br />
for calculation, forecasting and project monitoring. Forecasts of the<br />
final outcome of the project are critical estimates crucial to accounting<br />
for the results of operations during the project. There is a risk that<br />
the final results of a project deviate from those that have been successively<br />
<strong>report</strong>ed.<br />
Impairment tests of goodwill<br />
Groups’s total goodwill amounts to SEK 1,733 million (1,778). When<br />
calculating cash generating units’ recoverable amount in order to<br />
assess the need to write-down goodwill, several estimations and<br />
assessments about the future have been made. These are presented<br />
in note 16. As is apparent in the description in note 16 changes<br />
beyond what can reasonably be expected during 2013 of the conditions<br />
for these estimations and assessments could have a significant<br />
effect on goodwill. This risk is, however, very low since the recoverable<br />
values are for the most part higher than the <strong>report</strong>ed values in those<br />
cases where goodwill values are substantial.<br />
Project and development property<br />
Project and development property amounts to SEK 6,239 million<br />
(5,180). The book value has been estimated based on prevailing price<br />
levels per property at the respective location. Changes in supply and<br />
demand may alter <strong>report</strong>ed values and write-downs may be required.<br />
For more information on Project and development property, see note<br />
24.<br />
Disputes<br />
The actual outcome in disputed amounts may deviate from those,<br />
according to the best estimate, recorded. For more information on<br />
disputes, see note 33.<br />
Taxes<br />
Changes in tax legislation and changed praxis with regard to the<br />
interpretation of tax laws can have a considerable impact on the size<br />
of recorded deferred taxes. For more information on taxes, see note 14.<br />
Accounting principles<br />
Tenant-owner projects in Sweden<br />
Tenant-owner associations that <strong>Peab</strong> signs construction contracts with<br />
are autonomous and from <strong>Peab</strong> independent legal entities. Tenant-<br />
owner associations are tools members of the association can use to<br />
order, construct and manage a property and this is beneficial for the<br />
tenant-owners. <strong>Peab</strong> signs contracts regarding the sale of land and<br />
construction contracts with newly established tenant-owner associations<br />
as clients. The contracts are signed by the board in the tenant-owner<br />
association at the start up of construction. No member of<br />
the board in the tenant-owner association represents <strong>Peab</strong>. Tenant-owner<br />
associations can influence the design of the buildings<br />
about to be constructed. A new obligatory financial plan is drawn up<br />
if changes are made that significantly affect the financial prerequisites.<br />
The contract gives the tenant-owner association normal client<br />
rights in relation to <strong>Peab</strong>. Our overall assessment is that the contracts<br />
meet the definition of a construction contract according to IAS 11.<br />
Real estate agents handle the sales of the tenant rights through<br />
direct contracts with the tenant-owner associations. The individual<br />
home purchasers sign sub-contracts with the tenant-owner associations.<br />
During construction the association finances the land and construction<br />
with two building loans, one where the association takes out a<br />
mortgage for the final financing and one that <strong>Peab</strong> stands surety for<br />
regarding the home purchasers’ deposits.<br />
The tenant-owner associations carry the entire value risk on the<br />
property.<br />
In addition, <strong>Peab</strong> guarantees that it will acquire any apartments<br />
from the tenant-owner associations that remain unsold six months<br />
after the building is complete, which is a requirement from the certifiers,<br />
i.e. insurance companies and banks. This repurchase obligation<br />
is limited since tenant-owner associations do not sign construction<br />
contracts until most of the apartments are under contract with a home<br />
purchaser and, in our experience, generally do not represent high<br />
amounts. The few apartments bought by <strong>Peab</strong> are usually sold within<br />
a short period of time without any other costs than a few months of<br />
fees to the tenant-owner association. Reserves are made for possible<br />
estimated costs. No other guarantees or obligations are given to the<br />
tenant-owner association than the normal guarantees in conventional<br />
construction contracts.<br />
Other accounting standards and interpretations<br />
New accounting standards and interpretations of existing standards<br />
can lead to changes that wherein certain transactions in the future are<br />
handled differently than according to current praxis.<br />
Note 3 Income distributed by type<br />
Income distributed by main income type<br />
Group Parent company<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Income from contracting 41,910 38,946 – –<br />
Sale of goods 1,653 1,423 – –<br />
Sale of property developments<br />
Crane, machine and<br />
1,045 803 – –<br />
vehicle rental 517 619 – –<br />
Transport services 1,429 1,473 – –<br />
Administrative services – – 96 99<br />
Other 286 275 0 0<br />
Total 46,840 43,539 96 99<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
53<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Note 4 Operating segment<br />
Group business is divided into operating segments based on how the<br />
company’s highest decision makers, i.e. executive management, follow<br />
the business. From 1 January <strong>2012</strong> the Group has been divided<br />
into four business areas; Construction, Civil Engineering Industry and<br />
Property Development. The business areas are also operating segments.<br />
Comparable figures for 2011 have been translated into the new<br />
business areas.<br />
The Group’s internal <strong>report</strong>ing is constructed so that executive management<br />
follows every business area up to and including operating<br />
profit. Capital frameworks for investments and project developments<br />
are decided for each business area, in connection with drawing up the<br />
budget for the year. These are then monitored during the year. Total<br />
assets and liabilities are only followed up on Group level.<br />
Segments are <strong>report</strong>ed according to the percentage of completion<br />
in projects since that reflects the way executive management and the<br />
Board monitors operations. <strong>Peab</strong> applies IFRIC 15, Agreements for the<br />
construction of real estate, in legal accounting. IAS 18, Revenue, are<br />
applied for housing projects in Finland and Norway as well as our own<br />
home developments in Sweden. Revenue from these projects are recognized<br />
first when the home is handed over to the buyer. A bridge has<br />
therefore been created in segment <strong>report</strong>ing between operative <strong>report</strong>ing<br />
according to percentage of completion method and legal <strong>report</strong>ing.<br />
For more information regarding principles for housing production,<br />
see note 1.<br />
Construction of our own development projects booked as an asset<br />
in our own balance sheet is presented in segment <strong>report</strong>ing according<br />
to the percentage of completion method. Unrealized internal<br />
profits and net sales are eliminated within the Group. When our own<br />
development projects are divested these effects are returned to the<br />
Group and the capital gains from the sales are <strong>report</strong>ed in business<br />
area Property Development.<br />
Internal pricing between Group segments is based on the“arm’s<br />
length” principle, in other words, between well informed parties who<br />
are independent of each other and interested in the realisation of the<br />
transactions.<br />
Segment’s operating profit include attributable items which can be<br />
reasonably and reliably allocated to the segments. Non-allocated<br />
items consist of financial income and expenses, and taxes. Assets<br />
and liabilities are not divided into segments since they are only<br />
followed up on Group level.<br />
Segments<br />
The Group consisted during <strong>2012</strong> of following business areas;<br />
• Construction: Business area Construction comprises the Group’s<br />
construction related services and own housing projects. Operations<br />
are run in five geografic divisions in Sweden, one division in Norway,<br />
one division in Finland and a Nordic division, Special projects,<br />
which is specialized in larger, more complex projects. Production is<br />
primarily comprised of housing for external customers and our own<br />
housing developments but also public and commercial premises<br />
and buildings. Customers are private property owners, municipalities<br />
and companies as well as business area Project Development.<br />
Operations in Construction also include construction related services<br />
such as construction maintenance and repairs.<br />
• Civil Engineering: Business area Civil Engineering works with the<br />
construction of larger infrastructure and civil engineering projects<br />
and smaller projects on the local market. Civil Engineering also<br />
operates and maintains roads and municipal facilities. The operations<br />
are run in geographical regions in Sweden, Norway and<br />
Finland. Customers are the Swedish Transport Administration,<br />
municipalities and local businesses.<br />
• Industry: Business area Industry is run in seven product segments;<br />
Asphalt, Concrete, Gravel and Rock, Transportation and Machines,<br />
Rentals, Foundations and Industrial Construction. All of them work<br />
on the Nordic construction and civil engineering markets. Customers<br />
are mainly the Nordic Construction and Civil engineering companies.<br />
Most of the business is generated on the Swedish market.<br />
• Property Development: Group operations revolving around acquisitions,<br />
development and divestiture of commercial property and<br />
rental property in the Nordic region are run in business area Property<br />
Development. During the year the business has been followed up<br />
in three areas; Listed holdings, Partly owned companies and Wholly<br />
owned subsidiaries and projects. Listed holdings during the year<br />
has primarily consisted of shares in Brinova and Catena. Both<br />
holdings were divested in <strong>2012</strong>. Partly owned companies and joint<br />
ventures consists of, for instance, <strong>Peab</strong>’s ownership in Tornet, in<br />
Centur, in companies connected to the development of Arenastaden<br />
in Solna as well as other holdings. Wholly owned subsidiaries and<br />
projects consists of a number of holdings that include everything<br />
from land for development where zoning is being worked out to<br />
completed projects ready for sale.<br />
Other operations are <strong>report</strong>ed under “Group functions”.<br />
Group <strong>2012</strong><br />
Civil<br />
Property<br />
Total Adjustment for different<br />
ConEngiDevelop Group<br />
operative for accounting principles<br />
MSEK<br />
structionneering Industry ment funcions Elimination the Group for housing production Group<br />
External sales 27,601 11,448 6,623 321 4 45,997 843 46,840<br />
Internal sales 391 1,195 4,100 24 105 –5,815 0 0<br />
Total income 27,992 12,643 10,723 345 109 –5,815 45,997 843 46,840<br />
Operating costs<br />
Profit from participation in associated<br />
–28,056 –12,203 –9,990 –324 –338 5,782 –45,129 –790 –45,919<br />
companies and joint ventures 13 16 –12 1 18 18<br />
Other operating income 47 42 42 –3 128 128<br />
Other operating costs –9 –3 –12 –12<br />
Operating profit –13 440 788 51 –232 –32 1,002 53 1,055<br />
Financial income 239<br />
Financial expenses –443<br />
Profit from participation in joint ventures –38<br />
Pretax profit 813<br />
Tax –88<br />
Profit for the year 725<br />
Other comprehensive income for the year –70<br />
Total comprehensive income for the year 655<br />
Depreciation –61 –51 –718 –15 –3 –848 –848<br />
Write-downs<br />
Significant non-cash items in addition to<br />
depreciation and write-downs that are not<br />
–67 –6 –36 –13 –109 –122<br />
related to payments 53 –27 118 144 144<br />
54 PEAB ANNUAL REPORT <strong>2012</strong>
Group 2011<br />
MSEK<br />
Construction<br />
Civil<br />
Engineering<br />
Industry<br />
Property<br />
Development<br />
Group<br />
funcions Elimination<br />
Total<br />
operative for<br />
the Group<br />
Adjustment for different<br />
accounting principles<br />
for housing production Group<br />
External sales 26,855 10,397 6,576 168 19 44,015 –476 43,539<br />
Internal sales 967 1,157 3,828 21 113 –6,086 0 0<br />
Total income 27,822 11,554 10,404 189 132 –6,086 44,015 –476 43,539<br />
Operating costs –27,213 –11,163 –9,763 –189 –342 6,065 –42,605 498 –42,107<br />
Profit from participation in associated<br />
companies and joint ventures –9 –1 3 31 24 24<br />
Other operating income 58 58 58<br />
Other operating costs –9 –9 –9<br />
Operating profit 600 390 693 31 –210 –21 1,483 22 1,505<br />
Financial income 158<br />
Financial expenses –466<br />
Profit from participation in joint ventures –2<br />
Pretax profit 1,195<br />
Tax –252<br />
Profit for the year 943<br />
Other comprehensive income for the year –207<br />
Total comprehensive income for the year 736<br />
Depreciation –49 –64 –676 –10 –4 –803 –803<br />
Write-downs –38 –17 –58 –113 –113<br />
Returned write-downs 7 1 8 8<br />
Significant non-cash items in addition to<br />
depreciation and write-downs that are not<br />
related to payments –51 0 92 – –56 –15 –15<br />
Geografic areas<br />
Income från external customers are grouped in geographic areas according to where customers are located. Information concerning intangible<br />
and tangible assets is based on geografic areas grouped according to where assets are located.<br />
Group Sweden Norway Finland Other markets Total<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
External sales 37,289 35,923 6,532 4,387 2,988 3,193 31 36 46,840 43,539<br />
Intangible and tangible fixed assets 5,421 5,752 857 815 291 244 – – 6,569 6,811<br />
Parent company Group functions Sweden<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Net sales 96 99 96 99<br />
Note 5 Business combinations<br />
<strong>2012</strong><br />
In <strong>2012</strong> <strong>Peab</strong> aquired a further 50 percent of Fastighets AB Bryggeriet<br />
and 100 percent of P. Arvidssons Entreprenad AB. These acquisitions<br />
individually do not have any material acquisition effect from a Group<br />
perspective.<br />
Total transferred compensation amounted to SEK 31 million.<br />
In the period after acquisition the above subsidiaries contributed<br />
SEK 3 million to Group income and SEK 1 million to profit after tax in<br />
<strong>2012</strong>. If the acquisitions had taken place on 1 January <strong>2012</strong>, the combined<br />
effect of these acquisitions on Group income would have been<br />
SEK 7 million and on profit for the year after tax by SEK 5 million.<br />
During the year, the acquisition of assets occurred through the<br />
acquisition of shares (asset acquisitions which are not operational)<br />
which resulted in a cash flow of SEK -380 million.<br />
Acquisition after the balance sheet date<br />
There have been no acquisitions of importance in 2013.<br />
2011<br />
In 2011 <strong>Peab</strong> aquired a further 50 percent of Kokpunkten Fastighets<br />
AB, 65 percent of Terje Hansen AS, 90 percent of K. Nordang AS, 91<br />
percent of Telemark Vestfold Entreprenör AS, 100 percent of Norweigan<br />
Aggregates AS, 100 percent of Hagström i Nås AB, 100 percent of<br />
Mora–Orsa Byggtjänst AB, 100 percent of Gryttby Grus & Sand AB,<br />
100 percent of Bjurholms Lastbilcentral Ekonomisk Förening and<br />
operations at Ängelholm Airport. The aquisitions are part of <strong>Peab</strong>’s<br />
vision to become the Nordic Community Builder through the strategy<br />
of investing in profitable growth in the Nordic region.<br />
The above acquisitions in 2011 individually do not have any material<br />
acquisition effect from a Group perspective and the information on<br />
acquisition effects is therefore given collectively.<br />
In the period after acquisition the above subsidiaries contributed<br />
SEK 607 million to Group income and SEK 8 million to profit after tax<br />
in 2011. If the acquisitions had taken place on 1 January 2011, the<br />
combined effect of these acquisitions on Group income would have<br />
been SEK 824 million and on profit for the year after tax by SEK –18<br />
million.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
55<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Effects of acquisitions in 2011<br />
The acquisitions’ preliminary effects on Group assets and liabilities<br />
are shown below.<br />
The acquired companies’ net assets at the time of acquisition:<br />
2011<br />
MSEK<br />
Intangible fixed asset 70<br />
Tangible fixed assets 148<br />
Financial fixed assets 15<br />
Deferred tax receivables 56<br />
Project and development property 73<br />
Inventories 19<br />
Accounts receivable and other receivables 308<br />
Liquid funds 50<br />
Interest–bearing liabilities –149<br />
Accounts payable and other current liabilities –371<br />
Deferred tax liabilities –37<br />
Net identifiable assets and liabilities 182<br />
Previous holdings –31<br />
Negative goodwill recognized as income –12<br />
Group goodwill 59<br />
Consideration transferred 198<br />
Goodwill consists of, among other things, human resources and future<br />
synergy effects regarding common systems and shared resources<br />
which do not meet the criteria for recognition as intangible assets at<br />
the time of acquisition. Goodwill value amounting to SEK 21 million<br />
provides a fiscal depreciation deduction.<br />
Transaction costs connected to acquisitions amount to SEK 1.3<br />
million and relate to consulting fees concerning due diligence.<br />
Transactions costs are <strong>report</strong>ed in the income statement as sales and<br />
administrative expenses.<br />
Acquired receivables amount to SEK 308 million and consist mainly<br />
of accounts receivables.<br />
Consideration transferred<br />
MSEK<br />
Paid in cash 192<br />
Conditional purchase sum 6<br />
Total consideration transferred 198<br />
During the year, the acquisition of assets occurred through the<br />
acquisition of shares (asset acquisitions which are not operational)<br />
which resulted in a cash flow of SEK –182 million.<br />
The anticipated acquisition method has been used on acquisitions<br />
that are short of 100 percent of equity when there is a put/call option<br />
for the acquisition of the rest of the shares. The method means that<br />
the companies are consolidated to 100 percent and the calculated<br />
purchase price for the rest of the shares is <strong>report</strong>ed as a liability.<br />
Note 6 Other operating income<br />
Group<br />
MSEK<br />
Capital gains from shares sold in Group companies/<br />
<strong>2012</strong> 2011<br />
joint ventures/ associated companies 54 –<br />
Insurance compensation 21 –<br />
Profit from sale of fixed assets<br />
Exchange gains on receivables/liabilities relating<br />
45 36<br />
to operations 3 1<br />
Negative goodwill – 12<br />
Other 5 9<br />
Total 128 58<br />
56 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 7 Other operating costs<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Loss from sale of fixed assets<br />
Exchange loss on receivables/liabilities relating to<br />
–2 –5<br />
operations –3 –1<br />
Other –7 –3<br />
Total –12 –9<br />
Note 8 Government Grants<br />
Group<br />
Goverment grants received as compensation for operating costs<br />
amounted in <strong>2012</strong> to SEK 25 million (24), and have reduced costs in<br />
the income statement.<br />
Note 9 Employees, personnel costs and<br />
remuneration to senior officers<br />
Payroll costs for employees<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Wages and remuneration 6,243 5,906<br />
Pension expenses, defined benefit plans 3 7<br />
Pension expenses, defined contribution plans 504 449<br />
Social insurance costs 1,815 1,709<br />
Total 8,565 8,071<br />
Average number of employees<br />
No. of<br />
employees<br />
<strong>2012</strong><br />
Of were<br />
men <strong>2012</strong><br />
percent<br />
No. of<br />
employees<br />
2011<br />
Of were<br />
men 2011<br />
percent<br />
Parent company<br />
Sweden<br />
Subsidaries<br />
33 58 31 58<br />
Sweden 12,611 91 12,512 92<br />
Norway 1,335 90 1,192 90<br />
Finland 846 88 822 89<br />
Poland 3 67 3 67<br />
Total in subsidaries 14,795 91 14,529 92<br />
Total in Group 14,828 91 14,560 92<br />
Gender distribution in the Board of Directors<br />
and executive management<br />
<strong>2012</strong> 2011<br />
Percentage Percentage<br />
of women of women<br />
Parent company<br />
The Board of Directors 18% 18%<br />
Other senior officers<br />
Group total<br />
20% 0%<br />
The Board of Directors 18% 18%<br />
Other senior officers 13% 0%
Salaries and other payments divided between senior officers<br />
and other staff, and social security costs<br />
Parent company <strong>2012</strong><br />
Board of<br />
Directors and<br />
senior officers<br />
MSEK<br />
(13 persons) 1)<br />
Other<br />
employees Total<br />
Salary and remuneration 20 21 41<br />
(of which variable<br />
remuneration etc.)<br />
(–) (0) (0)<br />
Social security costs 13 15 28<br />
– of which pension costs 5 7 12<br />
Group <strong>2012</strong><br />
Board of<br />
Directors and<br />
senior officers<br />
MSEK<br />
(16 persons) 1)<br />
Salary and remuneration 27<br />
(of which variable<br />
remuneration etc.)<br />
(–)<br />
Social security costs 18<br />
- of which pension costs 8<br />
The Board and senior officers were only registered in the parent company<br />
during 2011. The figures in the table below are the same for the parent<br />
company and the Group and are therefore <strong>report</strong>ed in the same table.<br />
Group and parent company 2011<br />
Board of<br />
Directors and<br />
senior officers<br />
MSEK<br />
(12 persons) 1)<br />
Other<br />
employees Total<br />
Salary and remuneration 18 21 39<br />
(of which variable<br />
remuneration etc.)<br />
(–) (1) (1)<br />
Social security costs 13 19 32<br />
– of which pension costs 6 11 17<br />
No variable remuneration was paid to executive management or other<br />
employees of the parent company in <strong>2012</strong> (0).<br />
Benefits for senior officers<br />
Remuneration and other benefits in <strong>2012</strong><br />
Thousands, SEK<br />
Basic salary/<br />
Board remuneration<br />
Variable<br />
remuneration<br />
Other<br />
benefits<br />
Pension<br />
costs Total<br />
Chairman of the Board,<br />
Göran Grosskopf<br />
Vice Chairman of the<br />
510 510<br />
Board, Mats Paulsson<br />
Other members of<br />
the Board<br />
3,000 3,000<br />
Annette Brodin Rampe 175 175<br />
Karl-Axel Granlund 235 235<br />
Svante Paulsson 175 175<br />
Lars Sköld 175 175<br />
Fredrik Paulsson 175 175<br />
Anne-Marie Pålsson<br />
Total related to Board<br />
of Directors from the<br />
175 175<br />
parent company 4,620 4,620<br />
CEO, Jan Johansson<br />
Other senior officers,<br />
remuneration from the<br />
4,893 – 91 2,304 7,288<br />
parent company 1) Other senior officers,<br />
remuneration from<br />
10,897 – 326 3,167 14,390<br />
subsidiaries 6,239 960 82 2,578 9,859<br />
Total<br />
Remuneration from the<br />
26,649 960 499 8,049 36,157<br />
parent company<br />
Remuneration from<br />
20,410 – 417 5,471 26,298<br />
subsidiaries 6,239 960 82 2,578 9,859<br />
1) Comprises the number of persons that during the year received remuneration for the<br />
period they were senior officers. During the period January to June there were seven<br />
senior officers and during the period July to December there were eight.<br />
Benefits for senior officers<br />
Remuneration and other benefits in 2011<br />
Thousands, SEK<br />
Basic salary/<br />
Board remuneration<br />
Variable<br />
remuneration<br />
Other<br />
benefits<br />
Pension<br />
costs Total<br />
Chairman of the Board,<br />
Göran Grosskopf<br />
Vice Chairman of the<br />
510 510<br />
Board, Mats Paulsson<br />
Other members of<br />
the Board<br />
3,000 3,000<br />
Annette Brodin Rampe 175 175<br />
Karl-Axel Granlund 235 235<br />
Svante Paulsson 175 175<br />
Lars Sköld 175 175<br />
Fredrik Paulsson 175 175<br />
Anne-Marie Pålsson<br />
Total related to Board<br />
of Directors from the<br />
175 175<br />
parent company<br />
CEO until Maj 2011,<br />
4,620 4,620<br />
Mats Paulsson 1,680 33 1,713<br />
CEO, Jan Johansson 2) 4,121 47 91 1,934 6,193<br />
Other senior officers 1) Total remuneration<br />
7,834 159 279 3,604 11,876<br />
from parent company 18,255 239 370 5,538 24,402<br />
1) Comprises the number of persons that during the year received remuneration for the<br />
period they were senior officers. During <strong>2012</strong> there were three other senior officers.<br />
2) Wages for the period Jan-May 2011 amount to SEK 1,636 thousand, wages for the<br />
period Jun-Dec 2011 amount to SEK 2,485 thousand. Pension costs for the period<br />
Jan-May 2011 amount to SEK 623 thousand, pension costs for the period Jun-Dec 2011<br />
amount to SEK 1,311 thousand.<br />
Comments on the tables<br />
From time to time the CEO and other senior officers may be offered<br />
variable remuneration. Other benefits refer to company cars.<br />
Pension costs refer to costs charged to the year. See note 32 for<br />
additional information about pensions. During the first half year of<br />
<strong>2012</strong>, the group senior officers consisted of seven persons, of which<br />
four persons in the parent company. Thereafter the group of senior<br />
officers consisted of eight persons, of which five persons in the<br />
parent company.<br />
The Board of Directors<br />
The <strong>2012</strong> AGM decided on a remuneration to external members of<br />
the Board of a maximum of SEK 4,620 thousand (4,620), of which<br />
SEK 450 thousand (450) consisted of remuneration to the Chairman<br />
of the Board. A remuneration of SEK 2,765 thousand, like last year,<br />
was decided as a special compensation to the Vice Chairman of the<br />
Board for his availability to the Group in matters concerning customers<br />
and the market. Remuneration to all other members of the Board<br />
was a maximum of SEK 4,440 thousand (4,440), and SEK 180 thousand<br />
(180) for work in the remuneration and finance committees.<br />
During the year total remuneration amounted to SEK 4,620 thousand<br />
(4,620).<br />
Remuneration is not paid to members of the Board who are permanent<br />
employees of the Group. There are no agreements on future<br />
pension/retirement remuneration or other benefits either for the<br />
Chairman of the Board of Directors or for other members of the Board.<br />
Principles for the remuneration of senior officers<br />
The group other senior officers is comprised of eight senior officers<br />
who are members of executive management. During the first half of<br />
<strong>2012</strong> this group consisted of seven persons. The principles for remuneration<br />
of senior officers were adopted by the AGM <strong>2012</strong>.<br />
Remuneration to the CEO and other senior officers consists of a<br />
fixed salary, eventual variable remuneration, extra health insurance<br />
and those benefits otherwise enjoyed by other <strong>Peab</strong> employees as<br />
well as pension. All pension obligations are defined contribution<br />
pensions. The total remuneration paid to each senior officer is based<br />
on market terms and the responsibilities and qualifications of the<br />
senior officer.<br />
From time to time, senior officers may be offered variable remuneration.<br />
Such variable remuneration may not exceed 60 percent of the<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
57<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
regular salary and must above all be based on the pre-tax profit of the<br />
<strong>Peab</strong> Group. Variable remuneration is decided upon each financial<br />
year.<br />
Variable remuneration is settled the year after being earned and<br />
may either be paid out as salary or as a one-off pension premium. If<br />
variable remuneration is paid out on a one-off basis, certain adjustments<br />
are made so as to neutralize the total cost for <strong>Peab</strong>.<br />
Notice on the part of <strong>Peab</strong> is a maximum of 24 months and senior<br />
officers are required to give a maximum of six months notice. If a severance<br />
pay is paid the total remuneration for salary during the period<br />
of notice and severance pay may not exceed 24 monthly wages.<br />
Variable remuneration<br />
Variable remuneration for the CEO and other senior officers is related<br />
to meeting profit targets for the Group. Variable remuneration for the<br />
financial year <strong>2012</strong> was maximized at SEK 2,880 thousand (2,800)<br />
for the CEO and a total of SEK 7,326 thousand (6,525) for the other<br />
senior officers.<br />
The CEO<br />
The CEO of <strong>Peab</strong> received a salary including benefits of SEK 4,984<br />
thousand (4,212) in total in <strong>2012</strong>.<br />
No variable remuneration for <strong>2012</strong> was paid (SEK 47 thousand).<br />
Pension premiums paid out for the CEO amounted to SEK 2,304<br />
thousand (1,934) during the year.<br />
Pension commitments for the CEO give him the right to pension<br />
from the age of 65. There is a supplementary commitment whereby<br />
the company or the CEO can trigger early retirement from the age of<br />
62. <strong>Annual</strong> pension premiums of 47 percent of basic salary are paid<br />
for these commitments. These pensions are part of defined contribution<br />
plans.<br />
Notice on the part of <strong>Peab</strong> is a maximum of 24 months and the<br />
CEO is required to give a maximum of six months notice. If a severance<br />
pay is paid the total remuneration for salary during the period of<br />
notice and severance pay may not exceed 24 monthly wages.<br />
Other senior officers<br />
The term other senior officers refers to the seven other persons that<br />
together with the CEO make up <strong>Peab</strong>’s executive management.<br />
Salary and other remuneration including benefits for other senior<br />
officers amounted to SEK 17,544 thousand (8,113). Variable remuneration<br />
for <strong>2012</strong> for two persons that during the year were members of<br />
executive management amounted to SEK 960 thousand. For 2011<br />
variable remuneration amounted to SEK 159 for all other senior officers.<br />
Pension premiums paid out for other senior officers amounted to<br />
SEK 5,745 thousand (3,604) during the year.<br />
There are early retirement pension commitments for other senior<br />
officers. All pension benefits are unassailable.<br />
Pension commitments for other senior officers give them the right to<br />
pension from the age of 65. There is a supplementary commitment<br />
whereby the company or the senior official can trigger early retirement<br />
from the age of 62. <strong>Annual</strong> pension premiums of 47 percent of basic<br />
salary are paid for these commitments. These pensions are part of<br />
defined contribution plans.<br />
If given notice by the company other senior officers are entitled to a<br />
maximum of two years’ salaries deducted by salaries from new<br />
employers. The period of notice from senior officers is six months.<br />
Long-term incentive program (LTI program)<br />
From time to time, senior officers may be offered to the opportunity to<br />
participate in a LTI program. In order to participate in a LTI program<br />
the senior officer must reserve at least 50 percent of their annual variable<br />
remuneration as a lump sum pension premium. <strong>Annual</strong> income<br />
from the LTI program may not exceed 40 percent of the fixed annual<br />
salary. Income from the LTI program and the provision of at least 50<br />
percent of the annual variable remuneration are placed in a pension<br />
savings connected to the <strong>Peab</strong> share. During 2011 468 persons,<br />
including senior officers, were offered to participate in a LTI program.<br />
The LTI program runs until 2014 with annual reviews of targets for the<br />
Group. The targets were not met in <strong>2012</strong> and therefore no provisions<br />
were made for the LTI program.<br />
58 PEAB ANNUAL REPORT <strong>2012</strong><br />
Profit sharing foundation<br />
In 2007, <strong>Peab</strong> founded a profit sharing foundation. The object of the<br />
profit sharing foundation is to create increased participation through<br />
employee co-ownership and to better our employees’ financial situation<br />
after retirement. Individual shares in profits will be proportional to<br />
the employee’s working hours. Upon retirement employees can withdraw<br />
their share in the foundation. Under the foundation’s investment<br />
policy, its assets must be mainly invested in shares in <strong>Peab</strong>.<br />
<strong>Peab</strong> has not allocated any funds in 2011 and <strong>2012</strong> for profit sharing.<br />
Senior officers have not been entitled to benefits from the profit<br />
sharing foundation.<br />
Convertible Promissory Notes 2007/<strong>2012</strong><br />
At the AGM 2007 in <strong>Peab</strong> AB it was decided to issue and offer convertibles<br />
to all employees. The convertibles ran from 1 December<br />
2007 until 30 November <strong>2012</strong> and amounted to a nominal value of<br />
SEK 598 million. There have been no conversions to shares and the<br />
loan has been paid in full.<br />
Note 10 Fees and cost remunerations to<br />
auditors<br />
Group Parent company<br />
MSEK<br />
KPMG AB<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Auditing assignments<br />
Other audit-related assign-<br />
17 14 5 3<br />
ments 2 3 1 1<br />
Other assignments 3 1 1 0<br />
Other<br />
Auditing assignments 0 1 – –<br />
Tax advisory services 1 – – –<br />
Total 23 19 7 4<br />
Auditing assignments refer to examination of the annual accounts,<br />
accounting and administration by the Board of Directors and the<br />
CEO, other work which it is the business of the company auditor to<br />
perform and advice and other assistance stemming from observations<br />
made in connection with such examination of the performance of<br />
other similar work.<br />
Note 11 Operating costs divided by type<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Material 9,975 9,969<br />
Subcontractors 13,954 12,075<br />
Personnel expenses 10,135 9,729<br />
Other production costs 10,133 9,040<br />
Depreciation 848 803<br />
Write-downs 122 113<br />
Other operating costs 752 378<br />
Total 45,919 42,107
Note 12 Net financial income/expense<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Interest income 1) Dividend received related to financial assets<br />
132 131<br />
valued at fair value<br />
Net profit related to financial assets valued<br />
34 20<br />
at fair value 2) Change in value of cash flow hedges<br />
31 4<br />
transferred from equity 17 –<br />
Change in value currency swaps (trading) 8 3<br />
Other items 17 0<br />
Financial income 239 158<br />
Interest expenses 3) Net loss related to financial assets valued<br />
–418 –358<br />
at fair value 2) – –85<br />
Change in value currency swaps (trading) 0 –1<br />
Net exchange rate fluctuation –2 –5<br />
Other items –23 –17<br />
Financial expenses –443 –466<br />
Profit from participation in joint ventures 4) –38 –2<br />
Net financial income/expense<br />
1) Refers to interest from items valued at accrued acquisition value.<br />
–242 –310<br />
2) Of which shareholding in Brinova Fastigheter AB SEK 27 million (–81).<br />
3) Refers to interest from items valued at accrued acquisition value except current interest<br />
net from the interest coupon portion of interest swaps totaling SEK –11 million (–6).<br />
4) Interest expenses on loans from joint venture companies have been offset against profit<br />
from participation in joint venture companies. There is, according to the contracts, a<br />
legal right for offsets in the balance sheet accounts between the debt to joint venture<br />
companies and holdings of preference shares in joint venture companies.<br />
Profit from participation in Group companies<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Dividends 38 1,150<br />
Paid Group contribution –1,278 –169<br />
Received Group contribution 1,484 1,003<br />
Write-downs 1) –346 –122<br />
Capital gains from sales 14 –<br />
Total<br />
1) For more information about write-downs, see note 42.<br />
–88 1 862<br />
Profit from participation in associated companies<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Dividends 4 136<br />
Write-downs – –130<br />
Capital gains from sales 23 –<br />
Total 27 6<br />
Profits from securities and receivables recorded as fixed assets<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Dividends 28 20<br />
Interest income, external 1) 2 0<br />
Interest income, Group companies 1) Net profit/loss related to financial assets valued<br />
36 39<br />
at fair value 2) Net profit related to financial assets availa-<br />
31 –85<br />
ble-for-sale 4 –<br />
Exchange rate gain/loss –4 3<br />
Total 97 –23<br />
1) Interest income refers to interest from items valued at accrued acquisition value.<br />
2) Refers to shareholdings in Brinova Fastigheter AB SEK 27 million (–81).<br />
Interest expenses and similar profit/loss items<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Interest expenses, external 1) –30 –33<br />
Interest expenses, Group companies 1) –171 –185<br />
Other items –8 –8<br />
Total –209 –226<br />
1) Interest expenses refer to interest from items valued at accrued acquisition value.<br />
Note 13 Appropriations<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Transfer to tax allocation reserve<br />
Change in additional depreciations, machinery<br />
– –156<br />
and equipment 0 0<br />
Total 0 –156<br />
Note 14 Taxes<br />
Recognized in the income statement<br />
Group<br />
MSEK<br />
Current tax expenses/income<br />
<strong>2012</strong> 2011<br />
Tax expenses for the year –76 –278<br />
Adjustment of tax attributable to previous years –17 40<br />
–93 –238<br />
Deferred tax expenses/income<br />
Temporary differences<br />
Capitalised tax value of loss carry-forwards<br />
–81 –9<br />
during the year<br />
Utilisation of capitalised tax value of loss<br />
37 16<br />
carried forwards –63 –41<br />
Changed tax rates 80 –1<br />
Revaluation of <strong>report</strong>ed deferred tax values 32 21<br />
5 –14<br />
Total <strong>report</strong>ed tax expenses in the Group –88 –252<br />
Parent company<br />
MSEK<br />
Current tax expenses/income<br />
<strong>2012</strong> 2011<br />
Tax expenses for the year –3 –124<br />
Adjustment of tax attributable to previous years 0 –3<br />
–3 –127<br />
Deferred tax income<br />
Temporary differences 3 2<br />
Total <strong>report</strong>ed tax expenses/income in the<br />
3 2<br />
parent company 0 –125<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
59<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Reconciliation of effective tax<br />
Group<br />
MSEK <strong>2012</strong> <strong>2012</strong> (%) 2011 2011 (%)<br />
Pretax profit<br />
Tax with tax rate for the parent<br />
813 1,195<br />
company<br />
Effect of other tax rates for<br />
–214 26.3 –314 26.3<br />
foreign subsidiaries 4 –0.5 3 –0.3<br />
Non-deductible expenses –116 14.3 –129 10.8<br />
Tax exempt income<br />
Deductible non profit-influencing<br />
137 –16.9 88 –7.4<br />
items<br />
Revaluation of previous years<br />
28 –3.4 34 –2.8<br />
<strong>report</strong>ed values of deferred taxes<br />
Utilized non-capitalised loss<br />
32 –3.9 21 –1.8<br />
carry-forwards 4 –0.5 2 –0.2<br />
Tax attributable to previous years –17 2.1 40 –3.3<br />
Changed tax rates<br />
Increase in loss carry-forwards<br />
without corresponding activation<br />
80 –9.8 –1 0.1<br />
of deferred tax<br />
Standard interest on tax<br />
–42 5.2 –1 0.1<br />
allocation reserve<br />
Adjustment of net profit for joint<br />
–1 0.1 0 0.0<br />
ventures included in pre-tax profit 17 –2.1 5 –0.4<br />
Reported effective tax –88 10.8 –252 21.1<br />
Tax attributable to other comprehensive income<br />
Group Pretax Tax After tax Pretax Tax After tax<br />
MSEK <strong>2012</strong> 2011<br />
Translation difference for the year when translating foreign<br />
operations –12 4 –8 –1 1 0<br />
Loss from exchange risk hedging in foreign operations –2 1 –1 1 1<br />
Financial assets available for sale –87 –87 –17 –17<br />
Cash flow hedges<br />
Shares in associated companies/JV’s other comprehensive<br />
17 10 27 –204 15 –189<br />
income –1 –1 –2 –2<br />
Other comprehensive income –85 15 –70 –223 16 –207<br />
Reported in the balance sheet<br />
Deferred tax recoverables and tax liabilities<br />
Parent company<br />
MSEK <strong>2012</strong> <strong>2012</strong> (%) 2011 2011 (%)<br />
Pretax profit<br />
Tax in accordance with tax rate<br />
–227 1,417<br />
for the parent company 60 26.3 –373 26.3<br />
Non-deductible expenses –100 44.0 –94 6.6<br />
Tax exempt income<br />
Standard interest on tax<br />
41 –18.1 345 –24.3<br />
allocation reserve –1 0.4 – –<br />
Tax attributable to previous years 0 0.0 –3 0.2<br />
Reported effective tax 0 0.0 –125 8.8<br />
Group Deferred tax recoverables Deferred tax liabilities Net<br />
Changes recognized in<br />
income for the year<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Tangible assets –376 –454 –376 –454 83<br />
Intangible assets –79 –96 –79 –96 11<br />
Project and development properties –39 –40 –39 –40 11<br />
Work-in-progress 12 7 12 7 5<br />
Inventories –8 –5 –8 –5 –2<br />
Accounts receivable 47 7 47 7 40<br />
Recognized but not invoiced income –12 –18 –12 –18 7<br />
Other receivables 3 2 3 2 1<br />
Interest-bearing liabilities 116 145 116 145 –29<br />
Provisions for pensions 2 3 2 3 –1<br />
Provisions 61 31 61 31 29<br />
Invoiced income not yet recognized 57 –7 57 –7 65<br />
Other liabilities 139 100 139 100 39<br />
Loss carry-forwards 197 190 197 190 –5<br />
Tax allocation reserve –84 –83 –84 –83<br />
Safety reserve –249 –249 –249<br />
Tax recoverables/tax liabilities 634 485 –847 –703 –213 –218 5<br />
Offset –403 –327 403 327 0 0<br />
Net 231 158 –444 –376 –213 –218 5<br />
60 PEAB ANNUAL REPORT <strong>2012</strong>
Deferred<br />
Deferred<br />
Changes recognized in<br />
Parent company<br />
tax recoverables<br />
tax liabilities Net<br />
income for the year<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Interest-bearing liabilities – – – –2 – –2 2<br />
– – – –2 – –2 2<br />
The specifications in the above tables have been reclassified in comparison with the previous year.<br />
Ongoing correspondence between the Swedish Tax Authorities as<br />
well as assessments made together with external experts on the<br />
deductability of individual deductions have been taken into consideration<br />
when evaluating deferred tax receivables. Deferred tax attributable<br />
to deductions where the right to deduct is uncertain has not<br />
been <strong>report</strong>ed as an asset. The value of the deferred tax from these<br />
deductions per <strong>2012</strong>-12-31 is approximately SEK 355 million (386).<br />
Temporary differences between <strong>report</strong>ed and fiscal value of<br />
participations directly owned by the parent company<br />
Normally there are no temporary differences between <strong>report</strong>ed and<br />
fiscal values of shares directly owned by the parent company for<br />
business purposes, i. e. neither upon divestment or distribution of<br />
dividends, as such transactions are not taxable. Therefore no<br />
deferred tax has been <strong>report</strong>ed for these holdings.<br />
Note 15 Earnings per share<br />
Earnings per share<br />
Before dilution After dilution<br />
SEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Earnings per share 2.47 3.26 2.47 3.26<br />
Earnings per share before dilution<br />
The calculation of earnings per share for <strong>2012</strong> was based on profit for<br />
the year attributable to the parent company’s ordinary shareholders<br />
amounting to SEK 729 million (943) and on a weighted average<br />
number of outstanding shares in <strong>2012</strong> of 294,962,746 (288,929,907).<br />
Earnings per share after dilution<br />
The calculation of earnings per share for <strong>2012</strong> was based on profit for<br />
the year attributable to the parent company’s ordinary shareholders<br />
amounting to SEK 759 million (975) and on a weighted average<br />
number of outstanding shares in <strong>2012</strong> of 302,993,347 (297,729,907).<br />
Outstanding convertible promissory notes of 8,800,000 shares<br />
matured on 30 November <strong>2012</strong> and there was no conversion to shares.<br />
The two components were calculated as follows:<br />
Weighted average numbers of outstanding ordinary shares before<br />
dilution 1)<br />
Thousands of shares<br />
Total number of outstanding ordinary shares per<br />
<strong>2012</strong> 2011<br />
1 January<br />
Acquisition/disposal of own shares during the<br />
294,963 286,742<br />
year<br />
Total number of outstanding shares per<br />
– 8,221<br />
31 December<br />
Weighted average numbers of outstanding<br />
294,963 294,963<br />
ordinary shares before dilution 294,963 288,930<br />
Un<strong>report</strong>ed deferred tax receivables<br />
The fiscal value of loss carry-forwards for which deferred tax receivables<br />
have not been <strong>report</strong>ed in the balance sheet was SEK 1 million<br />
(1) on <strong>2012</strong>-12-31 and refers to the Polish and Latvian operations.<br />
These deferred tax receivables are due in the years 2013-2017.<br />
Considering the losses in recent years in these operations and the<br />
very limited business planned for the future it is not likely that the<br />
deferred tax receivables can be offset against future taxable profits.<br />
Because the Norwegian operations have in recent years <strong>report</strong>ed<br />
losses, the loss carry-forwards of <strong>2012</strong> amounting to SEK 147 million<br />
have not been activated since part of total loss carry-forward is<br />
uncertain if they can be used depending on taxable future surplusses.<br />
The fiscal value of the unactivated loss carry-forward is<br />
SEK 41 million.<br />
Profit attributable to the parent company’s ordinary<br />
shareholders after dilution<br />
MSEK<br />
Profit attributable to the parent company's ordinary<br />
<strong>2012</strong> 2011<br />
shareholders<br />
Interest rate effect on convertible promissory<br />
729 943<br />
notes (after tax)<br />
Profit attributable to the parent company's<br />
30 32<br />
ordinary shareholders after dilution 759 975<br />
Weighted average number of outstanding ordinary shares<br />
after dilution 1)<br />
Thousands of shares<br />
Weighted average number of outstanding ordinary<br />
<strong>2012</strong> 2011<br />
shares before dilution 294,963 288,930<br />
Effect of converting convertible promissory notes<br />
Weighted average numbers of outstanding<br />
8,030 8,800<br />
ordinary shares after dilution<br />
1) Repurchased shares are not included in the calculation.<br />
302,993 297,730<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
61<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Note 16 Intangible fixed assets<br />
Group <strong>2012</strong><br />
MSEK Goodwill Brands<br />
1) <strong>Annual</strong> depreciation is <strong>report</strong>ed in the following lines of the income<br />
statement:<br />
<strong>2012</strong> 2011<br />
Production costs –60 –56<br />
Sales and administrative expenses –2 –8<br />
Total –62 –64<br />
Intangible fixed assets, external purchase<br />
Customer<br />
relations<br />
Tenancies<br />
gravel and<br />
rock quarries<br />
Other<br />
intangible<br />
assets<br />
Intangible fixed<br />
assets, internally<br />
developed<br />
Industrial<br />
construction Total<br />
Opening acquisition value 1,840 240 81 202 55 94 2,512<br />
Purchases/acquisition of companies 16 16<br />
Revaluation –6 –6<br />
Translation differences for the year 1 1 1 3<br />
Closing accumulated acquisition value 1,851 241 82 202 55 94 2,525<br />
Opening depreciation – –84 –52 –27 –28 –28 –219<br />
Depreciation for the year 1) –23 –12 –8 –9 –10 –62<br />
Reclassifications –3 3 0<br />
Closing accumulated depreciation – –110 –64 –32 –37 –38 –281<br />
Opening write-downs –62 – – – – – –62<br />
Revaluation 4 4<br />
Write-downs for the year 2) –59 –59<br />
Reclassifications –1 –1<br />
Closing accumulated write-downs –118 – – – – – –118<br />
Closing book value 1,733 131 18 170 18 56 2,126<br />
Group 2011<br />
MSEK Goodwill Brands<br />
Intangible fixed assets, external purchase<br />
Customer<br />
relations<br />
Tenancies<br />
gravel and<br />
rock quarries<br />
Other<br />
intangible<br />
assets<br />
Intangible fixed<br />
assets, internally<br />
developed<br />
Industrial<br />
construction Total<br />
Opening acquisition value 1,775 215 71 202 50 93 2,406<br />
Purchases/acquisition of companies 82 25 14 12 1 134<br />
Sales/disposals –15 –4 –19<br />
Reclassifications –1 –7 –8<br />
Translation differences for the year –1 –1<br />
Closing accumulated acquisition value 1,840 240 81 202 55 94 2,512<br />
Opening depreciation – –62 –43 –16 –22 –18 –161<br />
Sales/disposals 4 4<br />
Depreciation for the year 1) –22 –13 –11 –8 –10 –64<br />
Reclassifications 2 2<br />
Closing accumulated depreciation – –84 –52 –27 –28 –28 –219<br />
Opening write-downs –55 – – – – – –55<br />
Sales through companies sold 15 15<br />
Write-downs for the year 2) –21 –21<br />
Reclassifications –1 –1<br />
Closing accumulated write-downs –62 – – – – – –62<br />
Closing book value 1,778 156 29 175 27 66 2,231<br />
62 PEAB ANNUAL REPORT <strong>2012</strong><br />
2) <strong>Annual</strong> write-downs are <strong>report</strong>ed in the following lines of the income<br />
statement:<br />
<strong>2012</strong> 2011<br />
Production costs –59 –21<br />
Sales and administrative expenses – –<br />
Total –59 –21
Goodwill impairment testing in cash generating units<br />
The balance sheet of the <strong>Peab</strong> Group <strong>2012</strong>-12-31 included total<br />
goodwill of SEK 1,733 million (1,778). Cash generating units with<br />
significant <strong>report</strong>ed goodwill values compared with the total <strong>report</strong>ed<br />
values of the Group per segment are specified below.<br />
MSEK<br />
Construction<br />
<strong>2012</strong> 2011<br />
Nybyggarna i Nerike AB 22 22<br />
Other units in Sweden 62 65<br />
<strong>Peab</strong> Oy Group 56 68<br />
Björn Bygg AS Group 58 57<br />
K Nordang AS 39 22<br />
Telemark Vestfold Entreprenör AS 24 24<br />
Other units in Norway<br />
Civil Engineering<br />
31 60<br />
Berg & Falk AB 17 17<br />
Olof Mobjer Entreprenad AB 15 15<br />
Markarbete i Värmland AB 13 13<br />
Other units in Civil Engineering<br />
Industry<br />
95 99<br />
<strong>Peab</strong> Industri Group<br />
Property Development<br />
1,280 1,295<br />
Ängelholms Flygplats AB 21 21<br />
Total 1,733 1,778<br />
Goodwill write-downs<br />
Group goodwill write-downs in <strong>2012</strong> amounted to SEK 59 million (21).<br />
In <strong>2012</strong> write-downs of SEK 43 million (2) stem from Construction operations,<br />
SEK 13 million (3) are related to Industry and SEK 3 million (16)<br />
to Civil Engineering. Most of the write-downs in <strong>2012</strong> are a result of<br />
low profitability in existing operations. Write-downs from last year were<br />
primarily generated from shutting down operations. For the cash generating<br />
units where the recovery value was calculated and no write-down<br />
need was identified, company management has concluded that no<br />
feasible possible changes in important assumptions would result in a<br />
recovery value lower than the recorded value.<br />
Method for calculating recovery value<br />
The recovery value of all goodwill values has been based on the calculation<br />
of useful value for the cash generating units. The calculation<br />
model is based on a discount of forecasted future cash flows relative to<br />
the unit’s <strong>report</strong>ed values. These future cash flows are based on 5 year<br />
forecasts produced by the management of the respective cash generating<br />
unit. Goodwill impairment tests have an infinite time horizon and<br />
extrapolation of cash flow for the years after the forecast was calculated<br />
on a growth rate of 2 percent from year 6 onwards.<br />
Important variables when calculating useful value<br />
The following variables are important and common to all cash generating<br />
units in the calculation of useful value.<br />
Sales: The competitiveness of the business, expected changes in the<br />
construction business cycle, general financial conditions, investment<br />
plans of public and municipal customers, interest rate levels and local<br />
market conditions.<br />
Operating margin: Historic profitability levels and operative efficiency,<br />
access to key personnel and qualified manpower, the ability to cooperate<br />
with customers/customer relations, access to internal resources,<br />
raises in salary, materials and subcontractor costs.<br />
Working capital requirements: Individual case assessment of whether<br />
the working capital reflects the company’s needs or whether it should<br />
be adjusted for the forecast period. A reasonable or cautious assumption<br />
for future development is that it parallels net sales growth. A high<br />
level of internally developed projects may entail a greater need for<br />
working capital.<br />
Investment needs: Assessment of the company’s investment needs are<br />
based on the investments required to achieve the initially forecasted<br />
cash flow, i.e. not including expansion investments. Normally investment<br />
levels are equivalent to the depreciation rate of tangible fixed assets.<br />
Tax burden: The tax rate in forecasts is based on <strong>Peab</strong>’s anticipated<br />
tax situation in Sweden, Norway and Finland in terms of tax rates, loss<br />
carry-forwards etc.<br />
Discount rate: Forecasted cash flows and residual values are discounted<br />
to current value applying a weighted average cost of capital<br />
(WACC). Interest rates on borrowed capital has been adjusted to the<br />
market in each country. The required return on equity is based on the<br />
Capital Asset Pricing Model. A pre-tax weighted discount rate has been<br />
used in calculating useful value. The discount rate used on cash generating<br />
units in Sweden is an average of 6.1 percent (6.6), in Norway 7.3<br />
percent (7.4) and in Finland 6.4 percent (6.7).<br />
Note 17 Tangible fixed assets<br />
Group <strong>2012</strong><br />
MSEK<br />
Buildings Machinery Construc-<br />
and and tion in<br />
land equipment progress Total<br />
Opening acquisition value 2,331 6,540 47 8,918<br />
Purchases 19 843 75 937<br />
Purchases through acquired<br />
companies 6 35 41<br />
Sales/disposals –22 –448 –470<br />
Sales through companies sold –13 –13<br />
Reclassifications<br />
Translation differences for the<br />
–215 25 –70 –260<br />
year<br />
Closing accumulated<br />
2 2<br />
acquisition value 2,106 6,997 52 9,155<br />
Opening depreciation<br />
Accumulated depreciation in<br />
–544 –3,778 – –4,322<br />
acquired companies –20 –20<br />
Sales/disposals 8 396 404<br />
Sales through companies sold 5 5<br />
Reclassifications 8 14 22<br />
Depreciation for the year<br />
Closing accumulated<br />
–78 –708 –786<br />
depreciation –601 –4,096 – –4,697<br />
Opening write-downs –5 –11 – –16<br />
Sales/disposals 2 2<br />
Write-downs for the year 1) Closing accumulated<br />
–1 –1<br />
write-downs –4 –11 – –15<br />
Closing book value 1,501 2,890 52 4,443<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
63<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Group 2011<br />
MSEK<br />
Buildings Machinery Construc-<br />
and and tion in<br />
land equipment progress Total<br />
Opening acquisition value 2,572 5,744 351 8,667<br />
Purchases 80 965 93 1,138<br />
Purchases through acquired<br />
companies 35 173 208<br />
Sales/disposals –41 –356 –397<br />
Sales through companies sold –7 –66 –73<br />
Reclassifications<br />
Translation differences for the<br />
–310 17 –331 –624<br />
year<br />
Closing accumulated<br />
2 –3 –1<br />
acquisition value 2,331 6,540 47 8,918<br />
Opening depreciation<br />
Accumulated depreciation in<br />
–471 –3,332 – –3,803<br />
acquired companies –6 –68 –74<br />
Sales/disposals 10 267 277<br />
Sales through companies sold 17 17<br />
Reclassifications –2 1 –1<br />
Depreciation for the year<br />
Translation differences for the<br />
–75 –664 –739<br />
year<br />
Closing accumulated<br />
1 1<br />
depreciation –544 –3,778 – –4,322<br />
Opening write-downs –10 –7 – –17<br />
Reclassifications 5 5<br />
Write-downs for the year 1) Closing accumulated<br />
–4 –4<br />
write-downs –5 –11 – –16<br />
Closing book value 1,782 2,751 47 4,580<br />
1) <strong>Annual</strong> write-downs are <strong>report</strong>ed in the following lines of the income<br />
statement:<br />
<strong>2012</strong> 2011<br />
Production costs 0 –4<br />
Sales and administrative expenses –1 –<br />
Total –1 –4<br />
Parent Company<br />
Machinery and<br />
equipment<br />
MSEK <strong>2012</strong> 2011<br />
Opening acquisition value 8 8<br />
Closing accumulated acquisition value 8 8<br />
Opening depreciation –6 –6<br />
Depreciation for the year 0 0<br />
Closing accumulated depreciation –6 –6<br />
Closing book value 2 2<br />
Group financial leasing<br />
Companies in the Group lease vehicles, construction machinery and<br />
other production equipment through many different financial leasing<br />
agreements. The recorded value related to Group financial leasing<br />
amounted to SEK 601 million (582). When the leasing agreements<br />
terminate <strong>Peab</strong> normally has a liability to buy equipment at its residual<br />
value. The leased assets are owned by the lessors.<br />
64 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 18 Participation in associated<br />
companies<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Acquisition value carried forward 88 208<br />
Disposal of associated companies –83 –<br />
Dividend for the year –5 –136<br />
Profit from participation in associated companies 1 18<br />
Translation differences for the year –1 –2<br />
Book value carried forward – 88<br />
Specifications of Group’s holdings in associated companies<br />
<strong>2012</strong> 2011<br />
Company Share Book value, Share Book value,<br />
Registered office, Corp.Id.no<br />
Catena AB<br />
percent MSEK percent MSEK<br />
Gothenburg, 556294-1715 – – 19.97 88<br />
Total – 88<br />
Consolidated values regarding the Group’s share of income and<br />
costs, assets and liabilities from participation in joint ventures is specified<br />
below.<br />
MSEK <strong>2012</strong> 2011<br />
Income 6 25<br />
Expenses –5 –7<br />
Profit 1 18<br />
Fixed assets – 137<br />
Current assets – 21<br />
Total assets – 158<br />
Current liabilities – 7<br />
Long-term liabilities – 63<br />
Total liabilities – 70<br />
Net assets/liabilities – 88<br />
Associated company participation has been <strong>report</strong>ed in <strong>Peab</strong> with a<br />
quarterly delay since Catena is a listed company. <strong>Peab</strong> has divested<br />
its holdings in Catena AB in <strong>2012</strong>.<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Acquisition value carried forward 133 263<br />
Disposal of associated companies –133 –<br />
Write-downs – –130<br />
Book value carried forward – 133<br />
Specification of parent company’s direct holding of shares in<br />
associated companies<br />
<strong>2012</strong> 2011<br />
Company Share Book value, Share Book value,<br />
Registered office, Corp.Id.no<br />
Catena AB<br />
percent MSEK percent MSEK<br />
Gothenburg, 556294-1715 – – 19.97 133<br />
Total – 133
Note 19 Participation in joint ventures<br />
Specification of Group holdings of participations in joint ventures<br />
Company,<br />
Share<br />
percent<br />
Book<br />
value,<br />
MSEK<br />
Share<br />
percent<br />
Registered office, Corp.ID.no <strong>2012</strong> 2011<br />
Book<br />
value,<br />
MSEK<br />
TCL S.à.r.l.<br />
Luxemburg, 19982401227 45 280 45 279<br />
S:t Eriks AB<br />
Staffanstorp, 556203-4750 44.3 250 44.6 239<br />
Nyckel 0328 AB<br />
Stockholm, 556871-6541 33.3 169 30 210<br />
Visio Property Ltd<br />
Buckingham, 3871355 50 145 – –<br />
Mountain Resort Trysil AS<br />
Trysil, 996 284 115 50 54 50 25<br />
Dockan Exploatering AB<br />
Malmö, 556594-2645 33 41 33 41<br />
Sicklaön Bygg Invest AB<br />
Solna, 556911-5479 50 40 – –<br />
Fotbollsstadion i Malmö Fastighets AB<br />
Malmö, 556727-4641 25 39 50 78<br />
Telemark Vestfold Utvikling AS<br />
Skien, 987 208 279 33.4 32 33.4 29<br />
Fastighets AB Centur<br />
Stockholm, 556813-6369 50 30 50 16<br />
Fastighets AB Partille 11<br />
Gothenburg, 556518-4354 50 29 50 30<br />
Österåkers Näs Fastighets HB<br />
Stockholm, 969723-2107 30 28 30 30<br />
Log. Tostarp AB<br />
Helsingborg, 556667-8784 50 23 50 22<br />
Ale Exploatering AB<br />
Gothenburg, 556426-2730 50 16 50 22<br />
Stora Hammar Exploatering AB<br />
Vellinge, 556763-4216 50 12 50 12<br />
Fjällvärme i Lindvallen AB<br />
Malung-Sälen, 556536-1895 50 12 50 12<br />
I Tolv AB<br />
Eksjö, 556513-2478 35 12 35 5<br />
Svenska Fräs & Asfaltsåtervinning<br />
SFA AB<br />
Markaryd, 556214-7354 30 11 30 9<br />
Bondistranda Utvikling AS<br />
Oslo, 992 512 741 50 9 50 0<br />
Skiab Invest AB<br />
Malung-Sälen, 556848-5220 50 8 50 9<br />
Kungsörs Grus AB<br />
Kungsör, 556044-4134 50 7 50 7<br />
Sjökrona Exploatering AB<br />
Helsingborg, 556790-5624 25 6 25 6<br />
Skanör Invest AB<br />
Båstad, 556713-5743 50 6 50 6<br />
KB Älvhögsborg<br />
Trollhättan, 916899-2734 50 5 50 5<br />
Hälsostaden i Ängelholm AB<br />
Ängelholm, 556790-5723 33.3 5 33.3 5<br />
Nya Bara Utvecklings AB<br />
Bara, 556858-4311 50 5 – –<br />
Kirkebakken Vest AS<br />
Horten, 988 796 174 50 4 50 4<br />
Tomasjord Park AS<br />
Tromsö, 983 723 853 50 3 50 3<br />
Log. Sunnanå AB<br />
Helsingborg, 556699-7788 50 3 50 3<br />
Book<br />
Book<br />
Share value, Share value,<br />
Company,<br />
percent MSEK percent MSEK<br />
Registered office, Corp.ID.no<br />
KB Blåsut Åstorp<br />
<strong>2012</strong> 2011<br />
Stockholm, 969691-9043<br />
Mälarstrandens Utvecklings AB<br />
50 3 50 2<br />
Västerås, 556695-5414<br />
Expressbetong AB<br />
44 2 44 2<br />
Halmstad, 556317-1452<br />
Östersund Sport & Eventarena AB<br />
50 2 50 2<br />
Östersund, 556707-0239<br />
Byggutveckling Svenska AB<br />
33.3 1 33.3 1<br />
Linköping, 556627-2117<br />
Fastighets AB ML4<br />
50 1 50 1<br />
Malmö, 556786-2155<br />
Trysil Suiter AS<br />
50 1 50 0<br />
Trysil, 991 276 068<br />
Trysil Hotellutvikling AS<br />
50 1 – –<br />
Trysil, 987 054 409<br />
Fastigheten Preppen HB<br />
50 –17 – –<br />
Gothenburg, 969684-0983<br />
Råsta Holding AB<br />
– – 50 18<br />
Solna, 556742-6761<br />
Floodelokka 1 KS<br />
– – 37.5 72<br />
Skien, 955 230 658<br />
Hemsö Gransångaren Fastigheter AB<br />
– – 45 13<br />
Stockholm, 556591-2994<br />
Fastighets AB Bryggeriet<br />
– – 46 8<br />
Gothenburg, 556141-6115<br />
Dampskipskaia H-fest AS<br />
– – 50 4<br />
Hammerfest, 988 780 499<br />
Floodelokka 1 AS<br />
– – 50 2<br />
Skien, 995 230 666 – – 50 2<br />
Others no specified items 1 1<br />
Total 1,279 1,235<br />
The items below show Group value of participation in the income and<br />
costs, assets and liabilities of joint ventures.<br />
MSEK <strong>2012</strong> 2011<br />
Income 1,017 1,108<br />
Expenses<br />
Less: Result from property projects <strong>report</strong>ed<br />
–936 –1,102<br />
in gross profit –102 –<br />
Result –21 6<br />
Fixed assets 5,888 2,746<br />
Current assets 1,423 1,871<br />
Total assets 7,311 4,617<br />
Long-term liabilities 5,136 2,869<br />
Current liabilities 896 513<br />
Total liabilities 6,032 3,382<br />
Net assets/liabilities 1,279 1,235<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
65<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Note 20 Receivables from Group companies<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Acquisition values carried forward 1,447 1,015<br />
Added receivables 1,523 814<br />
Settled receivables –1,384 –382<br />
Book value carried forward 1,586 1,447<br />
Note 21 Interest-bearing receivables<br />
Interest-bearing long-term receivables<br />
Group Parent company<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Receivables from joint ventures<br />
Other interest-bearing<br />
969 895 – –<br />
receivables 188 419 105 –<br />
Total 1,157 1,314 105 –<br />
Interest-bearing current receivables<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Receivables from joint ventures<br />
Other interest-bearing<br />
293 31 – –<br />
receivables 274 206 – –<br />
Total 567 237 – –<br />
Note 22 Other long-term securities holdings<br />
Group<br />
MSEK<br />
Financial assets recognized at fair value through<br />
the income statement<br />
Fair value option<br />
<strong>2012</strong> 2011<br />
Shares and participation 1) Available-for-sale financial assets<br />
15 530<br />
Shares and participation 295 191<br />
Loan receivables 132 164<br />
Total 442 885<br />
1) Of the Group holdings in 2011 SEK 491 million refer to shares i in Brinova<br />
Fastigheter AB.<br />
Of which, other long-term securities holdings valued at fair value<br />
Parent Company<br />
MSEK<br />
Acquisition values<br />
<strong>2012</strong> 2011<br />
Opening balance 1 January 290 290<br />
Acquired assets 1 –<br />
Divested assets –272 –<br />
Closing balance per 31 December 19 290<br />
Accumulated change in value through the income statement<br />
Opening balance 1 January<br />
Unrealized change in value through<br />
211 296<br />
the income statement for the year 31 –85<br />
Divested assets –246 –<br />
Closing balance per 31 December –4 211<br />
Book value 31 December 15 501<br />
For additional information about fair value per category and class,<br />
see Note 36.<br />
66 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 23 Other receivables<br />
Other long-term receivables<br />
Group Parent company<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Receivables from joint ventures 24 177 – –<br />
Other long-term receivables 84 182 1 1<br />
Total 108 359 1 1<br />
Other current receivables<br />
Group Parent company<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Receivables from joint ventures 2 103 – –<br />
Other current receivables 206 362 2 –<br />
Total 208 465 2 –<br />
Note 24 Project and development property<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Directly owned project and development property 5,479 4,485<br />
Participation in Finnish housing companies<br />
Repurchased participation in tenant-owner's<br />
333 246<br />
associations and similar 425 437<br />
Other 2 12<br />
Total 6,239 5,180<br />
Project and development properties were written down for a total of<br />
SEK 22 million (14).<br />
Recovery<br />
Of book value of project and development property of SEK 6,239<br />
million (5,180) approximately SEK 4,800 million (approximately 3,800)<br />
is expected to be recovered through the start of production or sales<br />
more than 12 months after the balance sheet day. The remaining part<br />
is expected to be recovered within 12 months of the balance sheet<br />
day.<br />
Note 25 Inventories<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Raw materials and consumables 88 74<br />
Products in progress 76 56<br />
Finished products and goods for resale 301 286<br />
Total 465 416<br />
Note 26 Work-in-progress<br />
At the end of the year there was work-in-progress for a total of SEK<br />
1,106 million (1,689) in the Group refering to costs in housing projects<br />
<strong>report</strong>ed according to IAS 18, Revenue.<br />
Note 27 Accounts receivable<br />
Accounts receivables were written down for factual and feared bad<br />
debts for a total of SEK 35 million (74). Factual bad debts amounted<br />
to SEK 37 million (5) in the Group, of which SEK 30 million were written<br />
down in 2011. The loss was a result of some of the company’s customers<br />
going bankrupt. The parent company had no bad debts.
Note 28 Construction contracts<br />
Recognized income not yet invoiced<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Recognized income on incomplete contracts 37,455 30,682<br />
Invoicing on incomplete contracts –32,215 –26,102<br />
Total 5,240 4,580<br />
Invoiced income not yet recognized<br />
Group<br />
MSEK<br />
Invoiced sales on incomplete contracting<br />
<strong>2012</strong> 2011<br />
projects<br />
Recognized income on incomplete<br />
45,433 42,079<br />
contracting projects –40,187 –37,810<br />
Total 5,246 4,269<br />
Recognized income from contracts in progress is <strong>report</strong>ed with the<br />
application of percentage of completion method. The degree of<br />
recognition is calculated on the basis of the project costs incurred at<br />
the end of the period in relation to the project income corresponding<br />
to project costs for the whole project.<br />
Contract assignments are <strong>report</strong>ed in the balance sheet on the<br />
basis of gross project for project, either as Recognized but non-invoiced<br />
income in current assets or as Invoiced but unrecognized<br />
income in current liabilities. Projects that have higher recognized<br />
incomes than the amount invoiced are <strong>report</strong>ed as assets, while<br />
projects that have been invoiced for more than recognized income<br />
are <strong>report</strong>ed as liabilities.<br />
Note 29 Prepaid expenses and accrued<br />
income<br />
Parent Company<br />
MSEK <strong>2012</strong> 2011<br />
Accrued interest income 1 2<br />
Prepaid overhead expenses 4 5<br />
Total 5 7<br />
Note 30 Equity<br />
Shares and share capital<br />
Group<br />
A shares B shares<br />
Number of<br />
issued fully<br />
paid shares<br />
Share capital,<br />
SEK<br />
Number of issued<br />
shares 1 January<br />
<strong>2012</strong><br />
Total number of<br />
issued shares 31<br />
34,319,957 261,729,773 296,049,730 1,583,866,056<br />
December <strong>2012</strong> 34,319,957 261,729,773 296,049,730 1,583,866,056<br />
An A share entitles the holder to 10 votes and a B share to 1 vote. The<br />
par value of all shares is SEK 5.35.<br />
For those shares in the company’s own holding (see below) all rights<br />
have been revoked until these shares are reissued.<br />
Repurchased own shares that have reduced the equity item Profit<br />
brought forward including profit for the year<br />
Number of<br />
shares 1)<br />
Amount that<br />
affected equity,<br />
MSEK 2)<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Opening repurchased<br />
own shares<br />
Purchases during the<br />
1,086,984 9,308,220 929 1,213<br />
year<br />
Divestments during the<br />
– 360,000 – 16<br />
year<br />
Closing repurchased<br />
– –8,581,236 – –300<br />
own shares 1,086,984 1,086,984 929 929<br />
1) A withdrawal of 5,500,000 shares was made in 2007.<br />
2) Amount affecting equity refers to the accumulated net sum of acquired and divested<br />
own shares.<br />
Other contributed capital<br />
Refers to equity contributed by the owners. Includes premiums paid in<br />
conjunction with new issues.<br />
Reserves<br />
Translation reserve<br />
The translation reserve comprises all exchange rate differences generated<br />
by translating the financial <strong>report</strong>s from foreign companies<br />
prepared in another currency than the one used in Group financial<br />
statements. The parent company and the Group present their <strong>report</strong>s<br />
in Swedish crowns (SEK). The translation reserve also consists of<br />
exchange rate differences from extended investment in foreign<br />
business and re-borrowing from foreign operations.<br />
Fair value reserve<br />
The fair value reserve incudes the accumulated net change of the fair<br />
value of financial assets available-for-sale until the asset has been<br />
eliminated from the balance sheet.<br />
Hedging reserve<br />
The hedging reserve comprises the effective part of the accumulated<br />
net changes in fair value in a hedge instrument attributable to a hedged<br />
risk in a cash flow which has yet not affected the income statement.<br />
Profit brought forward including profit for the year<br />
Profit brought forward including profit for the year consists of profit in<br />
the parent company and its subsidiaries, associated companies and<br />
joint ventures. Previous provisions for reserve funds, excluding transferred<br />
premium funds, and previous investment funds are included in<br />
this equity item.<br />
Repurchased shares<br />
Repurchased shares comprise the purchase cost minus the sales<br />
income for own shares held by the parent company. As of 31 December<br />
<strong>2012</strong>, the Group’s holding of own B shares was 1,086,984 (1,086,984).<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
67<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Dividend<br />
After the balance sheet day the Board of Directors and the CEO<br />
proposed the following dividend; A cash dividend of SEK 1.60 (2.10)<br />
per share totalling SEK 473,679,568 (621,704,433), calculated on the<br />
number of registered shares. Total dividends are calculated on outstanding<br />
shares at the time of distribution.<br />
The dividend will be proposed for adoption by the AGM on 14 May<br />
2013.<br />
The parent company<br />
Restricted reserves<br />
Restricted reserves may not be reduced by the distribution of dividends.<br />
Reserve fund<br />
The purpose of the reserve fund is to retain a part of the net profit<br />
which is not allocated to cover balanced losses. The reserve also<br />
includes amounts transferred to the share premium reserve before<br />
1 January 2006.<br />
Unrestricted equity<br />
Together with profit for the year the following funds make up unrestricted<br />
equity, i.e. the amount available for dividends to the shareholders.<br />
Premium reserve<br />
When shares are issued at a premium, i.e. when more must be paid<br />
for the shares than their nominal price, an amount equivalent to the<br />
amount received in excess of the share’s nominal value is transferred<br />
to the share premium reserve. The amount transferred to the share<br />
premium reserve starting 1 January 2006 is included in unrestricted<br />
capital.<br />
Special reserves<br />
Refers to allocations to reserves upon the reduction of share capital<br />
for use as resolved by the AGM.<br />
Reserve for fair value<br />
The company uses the <strong>Annual</strong> Accounts Act rules for the valuation of<br />
financial instruments at fair value according to chapter 4 paragraph<br />
14a-e. A change in value is recognized in the reserve for fair value<br />
when it refers to a hedging instrument and the principles applied for<br />
hedge accounting allow for a portion or the entire change in value to<br />
be recognized in equity. A change in value caused by an exchange<br />
rate change on a monetary item which is part of the company’s net<br />
investment in a foreign unit is recognized in equity.<br />
Profit brought forward<br />
Consists of the previous year’s profit brought forward after the distribution<br />
of profits.<br />
68 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 31 Interest-bearing liabilities<br />
Long-term liabilities<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Bank loans 4,239 5,363<br />
Convertible promissory notes – 592<br />
Bonds 1,993 998<br />
Financial leasing liabilities 403 446<br />
Liabilities to joint ventures 9 –<br />
Other long-term liabilities 128 –<br />
Total 6,772 7,399<br />
Current liabilities<br />
Bank loans including overdraft facilities 1,143 722<br />
Commercial paper 343 818<br />
Current part of leasing liabilities 226 195<br />
Liabilities to joint ventures 100 –<br />
Other current liabilities 42 –<br />
Total 1,854 1,735<br />
Convertible promissory notes 2007/<strong>2012</strong> 1)<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Nominal value after issue of 8,800,000 convertible<br />
promissory notes – 598<br />
Original amount classified as equity – –35<br />
Capitalized interest – 28<br />
Recorded liability on 31 December – 591<br />
1) The convertible promissory notes ran from 1 December 2007, with settlement day in<br />
January 2008, to 30 November <strong>2012</strong> with a coupon interest rate of 5.44 percent.<br />
Convertible promissory notes <strong>Peab</strong> Industri 2007/<strong>2012</strong> 2)<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Remaining part of the liability, 2007/<strong>2012</strong> – 1<br />
Recorded liability on 31 December – 1<br />
2) Remaining part of <strong>Peab</strong> Industri’s personnel convertibles which had not been acquired<br />
per 31 December 2011.<br />
Financial leasing liabilities<br />
Financial leasing liabilities fall due for payment as follows;<br />
Group Minimum<br />
leasing<br />
charge Interest<br />
Capital<br />
Minimum<br />
leasing<br />
amount charge Interest<br />
Capital<br />
amount<br />
MSEK <strong>2012</strong> <strong>2012</strong> <strong>2012</strong> 2011 2011 2011<br />
Within one year<br />
Between one and<br />
234 8 226 205 10 195<br />
five years<br />
Later than five<br />
374 13 361 406 19 387<br />
years 44 2 42 62 3 59<br />
Total 652 23 629 673 32 641<br />
Variable leasing fees were SEK 9 million (–4).<br />
For futher information concerning Group financial leasing, see note 17.
Note 32 Pensions<br />
Defined benefit pension plans<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Present value of unfunded obligations 7 15<br />
Present value of fully or partially funded obligations 16 48<br />
Total net present of obligations 23 63<br />
Fair value of plan assets –8 –30<br />
Net present value of net obligations 15 33<br />
Unrecognized actuarial gains (+) and losses (–) –8 –20<br />
Net <strong>report</strong>ing of defined benefit plans recognized<br />
as provisions for pensions 7 13<br />
Review of defined benefit plans<br />
Defined benefit plans consist of the Swedish ITP plan for white-collar<br />
workers which is secured through insurance with Alecta, pension plans<br />
for a small number of executive personnel in Norway and the AFP<br />
pension in Norway. As Alecta cannot submit the information required<br />
to account for the ITP plan as a defined benefit plan, it is <strong>report</strong>ed as<br />
a defined contribution plan (see below).<br />
Changes in the current value of obligations for defined benefit<br />
plans<br />
MSEK<br />
Net obligations for defined benefit plans as<br />
<strong>2012</strong> 2011<br />
of 1 January 63 39<br />
Paid out remunerations<br />
Cost for service during the current period<br />
–8 –3<br />
and interest expenses 3 5<br />
Actuarial gains and losses 3 7<br />
Effect of business acquisitions – 16<br />
Settlements and curtailments –39 –<br />
Translation differences<br />
Obligations for defined benefit plans on 31<br />
1 –1<br />
December 23 63<br />
Changes in the recognized fair value of plan assets<br />
MSEK <strong>2012</strong> 2011<br />
Fair value for plan assets as of 1 January 30 21<br />
Contributions from employer 1 2<br />
Expected return 0 1<br />
Difference between expected and actual return 0 –1<br />
Settlements and curtailments –23 –<br />
Effect of business acquisitions – 7<br />
Fair value of plan assets on 31 December 8 30<br />
Expenses charged to income statement<br />
MSEK <strong>2012</strong> 2011<br />
Cost for service during the current period 3 6<br />
Interest expenses on obligations 0 1<br />
Expected return on plan assets 0 –1<br />
Gains and losses on settlements and curtailments –2 –<br />
Recognized actuarial gains (–) and losses (+) 2 2<br />
Total net expense in the income statement 3 8<br />
Expenses are recognized in the following lines in the<br />
income statement<br />
MSEK <strong>2012</strong> 2011<br />
Production costs 3 3<br />
Sales and administrative expenses 0 4<br />
Financial expenses 0 1<br />
Total 3 8<br />
Actual return on plan assets 0 0<br />
Assumptions for defined benefit plan obligations<br />
The most important actuarial assumptions on balance sheet date <strong>2012</strong> 2011<br />
Discount rate 2.20% 2.68%<br />
Expected return on plan assets 3.60% 4.08%<br />
Future salary increases 3.25% 2.60%<br />
Future increase in pensions 2.25% 3.00%<br />
Historical information<br />
MSEK <strong>2012</strong> 2011 2010 2009 2008<br />
Present value of defined benefit plan<br />
obligations 23 63 39 47 37<br />
Fair value of plan assets –8 –30 –21 –20 –15<br />
Plan deficit 15 33 18 27 22<br />
Retirement pension and family pension obligations for white-collar workers<br />
in Sweden are secured through insurance with Alecta. According to<br />
a statement from the Swedish Financial Reporting Board, UFR 3, this is<br />
a defined benefit plan that comprises several employers. The company<br />
did not have the necessary information required to recognize this plan<br />
as a defined benefit plan in the <strong>2012</strong> financial year. Therefore the pension<br />
plan which is secured through insurance with Alecta is <strong>report</strong>ed as<br />
a defined contribution plan. <strong>Annual</strong> charges for pension insurance from<br />
Alecta amounted to SEK 149 million (133). Alecta’s surplus may be<br />
distributed among the policyholders and/or the insured. At the end of<br />
<strong>2012</strong>, Alecta’s surplus in the form of collective consolidation level<br />
amounted to 129 percent (113). The collective consolidation level is<br />
made up of the market value of Alecta’s assets as a percentage of the<br />
insurance undertakings calculated in accordance with Alecta’s insurance<br />
adjustment assumptions, which do not accord with IAS 19.<br />
Defined contribution plans<br />
The Group has defined contribution plans which are entirely paid for<br />
by the company. Regular payments are made to these plans according<br />
to the rules of each plan.<br />
Group Parent company<br />
MSEK<br />
Cost of defined contribution plans<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
1) 504 448 12 17<br />
1) This includes SEK 149 million (133) referring to an ITP plan financed in Alecta, see<br />
above.<br />
Note 33 Provisions<br />
Provisions which are long-term liabilities<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Guarantee risk reserve 282 231<br />
Re-establishment costs 72 63<br />
Disputes 2 6<br />
Other 38 10<br />
Total 394 310<br />
Provisions which are current liabilities<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Guarantee risk reserve 85 63<br />
Close-down costs 18 13<br />
Disputes 65 44<br />
Other 5 13<br />
Total 173 133<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
69<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Provisions which are long-term liabilities<br />
Group<br />
<strong>2012</strong><br />
MSEK<br />
Guarantee<br />
risk reserve<br />
Re-establishment<br />
costs Disputes Other<br />
Opening book value<br />
Provisions set aside during<br />
231 63 6 10<br />
the year<br />
Amounts requisitioned<br />
138 15 1 38<br />
during the year<br />
Reversed unutilized<br />
–85 –6 –5 –10<br />
provisions during the year –2 0<br />
Closing book value 282 72 2 38<br />
Provisions which are current liabilities<br />
Group<br />
<strong>2012</strong><br />
MSEK<br />
Guarantee<br />
risk reserve<br />
Re-establishment<br />
costs Disputes Other<br />
Opening book value<br />
Provisions set aside during<br />
63 13 44 13<br />
the year<br />
Amounts requisitioned<br />
57 16 65 1<br />
during the year<br />
Reversed unutilized<br />
–14 –11 –44 –9<br />
provisions during the year –21<br />
Closing book value 85 18 65 5<br />
Guarantee risk reserve<br />
Refers to the estimated cost of remedying faults and deficiencies in<br />
terminated projects that arise while the project is under warranty.<br />
Resources are consumed during the guarantee period of the project<br />
which is generally two to five years. As the effect of the time point for<br />
payment is not significant expected future disbursements are not<br />
valued at their current value.<br />
Close-down costs<br />
Refers to costs in business area Construction in Norway and Finland.<br />
Re-establishment costs<br />
Refers to restoration costs for gravel pits and rock quarries after termination<br />
of operations. The provision grows in relation to the amount<br />
quarried and is reversed after restoration is complete. The reserved<br />
sum is expected to be used successively after operations are terminated.<br />
The estimated restoration time is 1 to 15 years.<br />
Disputes<br />
Refers to disputes in business area Industry and Construction.<br />
Others<br />
Refers to provisions in business area Construction, Industry<br />
and Property Development.<br />
70 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 34 Other liabilities<br />
Group<br />
MSEK<br />
Other long-term liabilities<br />
<strong>2012</strong> 2011<br />
Additional purchase price 3 21<br />
Interest rate swaps 106 57<br />
Other long-term liabilities 33 32<br />
Total 142 110<br />
Other current liabilities<br />
Liabilities to joint ventures – 17<br />
Additional purchase price 50 23<br />
Tax at source, social security costs 178 179<br />
Value added tax 412 524<br />
On account work-in-progress 379 736<br />
Other current liabilities 213 140<br />
Total 1,232 1,619<br />
Parent company<br />
MSEK<br />
Other current liabilities<br />
<strong>2012</strong> 2011<br />
Tax at source 1 1<br />
Other current liabilities 2 5<br />
Total 3 6<br />
Note 35 Accrued expenses and deferred<br />
income<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Accrued payroll expenses 9 9<br />
Accrued social security expenses 6 5<br />
Accrued interest expenses – 3<br />
Accrued overhead expenses 1 1<br />
Total 16 18
Note 36 Valuation of financial assets and liabilities at fair value<br />
Under IAS 39, Financial instruments, financial instruments are valued either at accrued acquisition value or fair value depending on which category<br />
they belong to. Classification largely depends on the purpose of the holding. Items which have been the object of valuation at fair value are listed<br />
shareholdings, different types of derivatives and unlisted funds.<br />
The fair value of listed shareholdings and share derivatives are calculated according to the closing price at the end of the accounting period.<br />
Market values from the managing financial institution were used to calculate the fair value of unlisted shareholdings.<br />
When calculating the fair value of interest-bearing receivables and liabilities and interest rate swaps, future cash flows were discounted to the listed<br />
market interest for the remaining terms of maturity. Spot rates on the balance sheet date were used to calculate the value of currency swaps.<br />
The booked value of non-interest-bearing asset and liability items such as accounts receivable and accounts payable with a remaining maturity of<br />
less than six months is believed to reflect their fair value. The adjacent tables show the <strong>report</strong>ed values compared with the estimated fair value per<br />
type of financial asset and liability.<br />
Financial<br />
Financial<br />
assets valued<br />
liabilities<br />
at fair value<br />
Financial<br />
valued at fair<br />
through Derivatives assets Accounts value through Other<br />
Total<br />
income used in hedge available- and loan income financial recognized<br />
Group<br />
statement accounting for-sale receivables statement liabilities value Total fair value<br />
MSEK<br />
Financial assets<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Other securities held as fixed assets 15 1) 530 1) 295 191 132 164 442 885 442 885<br />
Interest-bearing long-term receivables 1,157 1,314 1,157 1,314 1,165 1,327<br />
Other long-term receivables 1 107 357 107 358 107 358<br />
Accounts receivable 7,095 6,535 7,095 6,535 7,095 6,535<br />
Interest-bearing current receivables 567 237 567 237 569 234<br />
Prepaid expenses and accrued income 1 2) 1 2) 2 7 17 8 20 8 20<br />
Other current receivables 5 82 343 82 348 82 348<br />
Current holdings 10 9 10 9 10 9<br />
Liquid funds 429 961 429 961 429 961<br />
Total financial assets 16 531 – 8 295 191 9,586 9,937 – – – – 9,897 10,667 9,907 10,677<br />
Financial liabilities<br />
Interest-bearing long-term liabilities 6,772 7,399 6,772 7,399 6,764 7,407<br />
Other long-term liabilities 108 57 34 53 142 110 142 110<br />
Provisions for pensions 7 13 7 13 7 13<br />
Interest-bearing current liabilities 1,854 1,735 1,854 1,735 1,854 1,735<br />
Accounts payable 4,534 4,508 4,534 4,508 4,534 4,508<br />
Accrued expenses and deferred income 8 2 (2 20 20 20 30 20 30<br />
Other current liabilities 2 15 244 115 246 130 246 130<br />
Total financial liabilities – – 110 80 – – – – – 2 13,465 13,843 13,575 13,925 13,567 13,933<br />
Unrealized profit/loss<br />
1) Refers to shares and participations where “fair value option” was applied<br />
2) Refers to derivatives classified as “holdings for trading purposes”<br />
10 10 8 –8<br />
The effect of valuing financial instruments at fair value was included in the Group’s profit for a total of SEK 39 million (–79),<br />
of which SEK 27 million (–81) referred to market valuation of shareholdings in Brinova. Market valuation of interest rates and<br />
currency swaps was included for a total of 8 (2).<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
71<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Parent company<br />
Financial assets<br />
valued at fair value<br />
through income<br />
statement<br />
Financial assets<br />
available-for-sale<br />
Accounts and loan<br />
receivables<br />
Other financial<br />
liabilities<br />
Total recognized<br />
value Total fair value<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Financial assets<br />
Long-term receivables Group companies 1,586 1,447 1,586 1,447 1,586 1,452<br />
Other securities held as fixed assets 15 1) 501 1) 256 191 6 17 277 709 277 709<br />
Interest-bearing long-term receivables 105 105 106<br />
Other long-term receivables 1 1 1 1 1 1<br />
Current receivables Group companies 46 37 46 37 46 37<br />
Prepaid expenses and accrued income 1 1 1<br />
Liquid funds 3 2 3 2 3 2<br />
Total financial assets<br />
Financial liabilities<br />
15 501 256 191 1,748 1,504 – – 2,019 2,196 2,020 2,201<br />
Long-term liabilities Group companies 7,122 4,794 7,122 4,794 7,122 4,794<br />
Convertible promissory notes 590 590 595<br />
Accounts payable 55 11 55 11 55 11<br />
Current liabilities Group companies 2 2 2 2 2 2<br />
Accrued expenses and deferred income 3 3 3<br />
Total financial liabilities – – – – – – 7,179 5,400 7,179 5,400 7,179 5,405<br />
Unrealized profit/loss<br />
1) Refers to shares and participations where “fair value option” was applied<br />
1 5 –5<br />
The effect of valuing financial instruments at fair value was included in the parent company´s profit for a total of<br />
SEK 31 million (–85), of which SEK 27 million (–81) referred to the market valuation of shareholdings in Brinova.<br />
Fair value<br />
Measurement of fair value is based on a three level hierarchy.<br />
Level 1: prices that reflect quoted prices on an active market for identical assets<br />
Level 2: based on direct or indirect observable inputs not included in level 1<br />
Level 3: based on inputs unobservable to the market<br />
The table below shows the allocated level of financial assets and financial liabilities recognized at fair value<br />
in the Group balance sheet.<br />
Group Level 1 Level 2 Level 3 Total<br />
MSEK<br />
Financial assets<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Other securities held as fixed assets 271 692 39 29 310 721<br />
Other long-term receivables 1 1<br />
Prepaid expenses and accrued income 1 3 1 3<br />
Other current receivables 5 5<br />
Total financial assets<br />
Financial liabilities<br />
271 692 1 9 39 29 311 730<br />
Other long-term liabilities 108 57 108 57<br />
Accrued expenses and deferred income 10 10<br />
Other current liabilities 2 15 2 15<br />
Total financial liabilities – – 110 82 – – 110 82<br />
The table below is a reconciliation between the opening and closing balance for assets included in level 3.<br />
Group Other securities held as<br />
fixed assets 1)<br />
MSEK <strong>2012</strong> 2011<br />
Opening balance 29 13<br />
Investments during the year 8 18<br />
Repayment of investments 0 –4<br />
Reported in net financial items in profit<br />
for the year<br />
– 2<br />
Reported in other comprehensive income 2 –<br />
Closing balance 39 29<br />
1) Refers in its entirety to an investment in a unlisted fund. The holding is valued at fair value<br />
through other comprehensive income.<br />
72 PEAB ANNUAL REPORT <strong>2012</strong>
Note 37 Financial risks and financial policy<br />
Finance and treasury<br />
The Group is exposed to various types of financial risks through its<br />
operations. The term financial risk refers to fluctuations in the company’s<br />
profits and cash flow resulting from changes in exchange rates,<br />
interest rates, refinancing and credit risks. Group finance and treasury<br />
is governed by the financial policy established by <strong>Peab</strong>’s Board of<br />
Directors. The policy is a framework of guidelines and regulations in<br />
the form of a risk mandate and limitations in finance and treasury. The<br />
Board has appointed a finance and treasury committee which is<br />
chaired by the Chairman of the Board. It is authorised to take decisions<br />
that follow the financial policy in between meetings of the<br />
Board. The finance and treasury committee must <strong>report</strong> any such<br />
decisions at the next meeting of the Board. The Group staff Finance<br />
and treasury and the Group’s internal bank <strong>Peab</strong> Finans AB manage<br />
coordination of Group finance and treasury. The overall responsibility<br />
of the finance and treasury function is to provide cost-effective funding<br />
and to minimise the negative effects on Group profit due to the<br />
price of financial risks.<br />
The liquidity risk refers to the risk of <strong>Peab</strong> having difficulties in meeting<br />
its payment obligations as a result of a lack of liquidity or problems<br />
in converting or recieving new loans. The Group has a rolling<br />
one month liquidity plan for all the units in the Group. Plans are updated<br />
each week. Group forecasts also comprise liquidity planning in the<br />
medium term. Liquidity planning is used to handle the liquidity risk<br />
and the cost of Group financing. The objective is for the Group to be<br />
able to meet its financial obligations in favourable and unfavourable<br />
market conditions without running into significant unforeseen costs.<br />
Liquidity risks are managed centrally for the entire Group by the<br />
central Finance and treasury function and at year-end liquid funds<br />
were available as shown below.<br />
The financial policy dictates that Group net debt should mainly be<br />
covered by loan commitments that mature between 1 and 7 years. At<br />
Available liquid funds<br />
Group<br />
MSEK <strong>2012</strong>-12-31 2011-12-31<br />
Liquid funds and bank holdings 439 1,1221) Unutilized overdraft facilities 1,369 1,189<br />
Other unused credit lines 3,853 2,633<br />
Total 5,661 4,944<br />
1) Of which SEK 200 million are <strong>report</strong>ed as interest-bearing current receivables.<br />
Age analysis of financial liabilities, undiscounted cash flow including interest<br />
Group <strong>2012</strong><br />
MSEK Currency<br />
Average interest<br />
rate on balance<br />
sheet date, %<br />
the end of the year, the average loan period for utilised credits was 31<br />
months (30), for unutilised credits 21 months (23), and for all granted<br />
credits 25 months (28). <strong>Peab</strong>’s base financing was renegotiated and<br />
extended in 2007. The bilateral loan agreements from 2007 amounted<br />
at the end of the year to SEK 2,950 million (2,950) split between 5<br />
banks (5). The loan agreements, which are not subject to amortization,<br />
run until September 2014. There are also additional credit facilities<br />
of SEK 1,200 million (200). The base financing in <strong>Peab</strong> Industri,<br />
which was acquired in December 2008 after the company was distributed<br />
to <strong>Peab</strong>’s shareholders in 2007, is made up of bilateral loan<br />
agreements totaling SEK 2,300 million divided among four banks.<br />
The loan agreements, which are not subject to amortization, run until<br />
June 2014. The bilateral loan agreements all have the same basic<br />
documentation and contain financial covenants in the form of interest<br />
coverage ratios and equity/assets ratios that the Group must meet,<br />
which is standard for this kind of loan. <strong>Peab</strong> had exceeded these key<br />
ratios by a broad margin at the end of the year.<br />
<strong>Peab</strong> set up a lending program for commercial papers in 2004.<br />
Under the program, <strong>Peab</strong> can issue commercial papers for a maximum<br />
of SEK 3,5 billion. The borrower is <strong>Peab</strong> Finans AB and the<br />
guarantor is <strong>Peab</strong> AB. At the end of the year, <strong>Peab</strong> had outstanding<br />
commercial papers worth SEK 343 million (818).<br />
<strong>Peab</strong> issued convertible bonds to all employees in December 2007.<br />
Settlement was in January 2008. A total of 8.8 million convertibles<br />
were issued for a total nominal sum of SEK 598 million. The convertibles<br />
of 2007/<strong>2012</strong> matured on 30 november <strong>2012</strong>. None were converted<br />
to shares and the loans have been paid in full.<br />
In 2011 <strong>Peab</strong> issued unsecured bonds for a nominal value of SEK<br />
1,000 million that run for three, four and five years. In February <strong>2012</strong><br />
<strong>Peab</strong> received FSA approval and registration for the issuance of<br />
Medium Term Notes (MTN) with a loan limit of SEK 3 billion. During<br />
<strong>2012</strong> bonds for SEK 1,000 million have been issued under the MTN<br />
program. At the end of the year <strong>Peab</strong> had outstanding bonds totaling<br />
SEK 2,000 million (1,000).<br />
Total credit commitments, excluding unutilized leasing lines, excluding<br />
that part of the certificate program which has not been utilized<br />
and excluding the unutilized part of the MTN program amounted to<br />
SEK 13,855 million (12,969) per 31 December <strong>2012</strong>. SEK 8,633 million<br />
(9,147) was utilized of the total credit commitments.<br />
Nominal value,<br />
original<br />
currency<br />
Amount<br />
SEK<br />
Maturing<br />
in 2013<br />
Maturing<br />
in 2014<br />
Maturing<br />
in 2015<br />
Maturing<br />
in 2016<br />
Maturing<br />
in 2017<br />
Maturing<br />
2018–<br />
Bank loans SEK 2.3 5,065 5,065 1,077 3,081 170 94 124 519<br />
Bank loans NOK 4.0 359 419 231 23 142 1 1 21<br />
Bank loans EUR 1.4 55 476 44 34 8 4 4 382<br />
Commercial paper SEK 2.8 346 346 346 – – – – –<br />
Bonds SEK 3.5 2,229 2,229 70 570 555 1,032 2 –<br />
Financial leasing liabilities SEK 2.8 492 492 184 157 71 20 43 17<br />
Financial leasing liabilities NOK 4.0 144 168 39 32 25 21 19 32<br />
Total interest-bearing financial liabilities 9,195 1,991 3,897 971 1,172 193 971<br />
Accounts payable SEK – 3,985 3,985 3,985<br />
Accounts payable NOK – 357 416 416<br />
Accounts payable EUR – 15 133 133<br />
Other liabilities SEK – 298 298 264 17 4 0 4 9<br />
Interest rate swaps – 116 116 31 25 20 17 10 13<br />
Total non-interest-bearing financial liabilities 4,948 4,829 42 24 17 14 22<br />
Total financial liabilities 14,143 6,820 3,939 995 1,189 207 993<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
73<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Group 2011<br />
Average interest<br />
rate as per blance<br />
MSEK Currency sheet day, %<br />
Interest rate risk<br />
The interest rate risk is the risk that <strong>Peab</strong>’s cash flow or the value of<br />
financial instruments may vary with changes in market interest rates.<br />
Interest rate risk can result in changes in fair values and cash flows.<br />
A crucial factor affecting interest rate risk is the fixed interest period.<br />
On 31 December <strong>2012</strong>, interest-bearing net debt amounted to SEK<br />
6,470 million (6,626). Total interest-bearing liabilities amounted to SEK<br />
8,633 million (9,147), of which SEK 1,854 million (1,735) were shortterm.<br />
The financial policy dictates that the average fixed interest period<br />
Nominal value,<br />
original<br />
currency<br />
Amount<br />
SEK<br />
Maturing<br />
in <strong>2012</strong><br />
Maturing<br />
in 2013<br />
Maturing<br />
in 2014<br />
Maturing<br />
in 2015<br />
Maturing<br />
in 2016<br />
Maturing<br />
2017–<br />
Bank loans SEK 3.3 4,664 4,664 1,096 269 2,430 331 190 348<br />
Bank loans NOK 3.7 1,019 1,173 467 212 480 14 – –<br />
Bank loans EUR 2.0 86 769 113 22 236 11 7 380<br />
Commercial paper SEK 3.1 825 825 825 – – – – –<br />
Bonds SEK 4.3 1,193 1,193 43 43 243 134 730 –<br />
Convertible promissory notes SEK 5.4 622 622 622 – – – – –<br />
Financial leasing liabilities SEK 3.3 569 569 196 163 130 24 21 35<br />
Financial leasing liabilities NOK 3.8 109 126 20 25 25 9 21 26<br />
Total interest-bearing financial liabilities 9,941 3,382 734 3,544 523 969 789<br />
Accounts payable SEK – 3,937 3,937 3,937 – – – – –<br />
Accounts payable NOK – 354 407 407 – – – – –<br />
Accounts payable EUR – 18 164 164 – – – – –<br />
Other liabilities SEK – 183 183 145 2 18 2 1 15<br />
Interest rate swaps – 60 60 16 15 10 8 6 5<br />
Currency swaps – 10 10 10 – – – – –<br />
Total non-interest-bearing financial liabilities 4,761 4,679 17 28 10 7 20<br />
Total financial liabilities 14,702 8,061 751 3,572 533 976 809<br />
Rate derivates<br />
MSEK Currency Effective rate %<br />
As the table below shows, the fixed interest rate period for SEK 5,206<br />
million (6,423) of the Group’s total interest-bearing liabilities, including<br />
derivatives, is less than 1 year. Interest-bearing asset items totaling<br />
SEK 1,322 million (1,494) have short fixed interest rate periods, with<br />
the result that the fixed interest rate period for SEK 3,884 million<br />
(4,929) of Group net debt, including derivatives, is less than 1 year,<br />
making these liabilities directly susceptible to changes in market interest<br />
rates. Since the majority of the financial liabilities have a short<br />
maturity most of the interest rate risk is considered a cash flow risk.<br />
For further information see the sensitivity analysis on page 28 in the<br />
Board of Directors’ <strong>report</strong>.<br />
Loan period for utilized credit per 31 December <strong>2012</strong><br />
Fixed interest period<br />
Amount,<br />
MSEK<br />
Average effective<br />
interest rate,<br />
percent<br />
Share,<br />
percent<br />
2013 8,506 2.6 99<br />
2014- 127 4.2 1<br />
Total 8,633 100<br />
Fixed interest rate period on utilized credits,<br />
including derivates per 31 December <strong>2012</strong><br />
Fixed interest rate period<br />
Amount,<br />
MSEK<br />
Average effective<br />
interest rate,<br />
percent<br />
Nominal value,<br />
original currency<br />
Share,<br />
percent<br />
2013 5,206 2.9 60<br />
2014- 3,427 2.8 40<br />
Total 8,633 100<br />
on total borrowing may not exceed 24 months. <strong>Peab</strong> has chosen relatively<br />
short fixed interest periods for outstanding credits. Per 31<br />
December <strong>2012</strong> there were interest rate swaps in SEK 3,300 million<br />
(2,550) with maturity between 3 and 10 years at an effective interest<br />
rate of 2.5 percent (2.6) according to the table below. <strong>Peab</strong> pays a fixed<br />
annual interest rate and receives floating rates (Stibor 3 months) in the<br />
interest rate swap. The swap agreement is recognized at fair value in<br />
book closing. Per <strong>2012</strong>-12-31 this fair value was SEK –108 million (–57).<br />
Amount<br />
SEK<br />
Maturing in<br />
2013<br />
Maturing in<br />
2014<br />
Maturing in<br />
2015<br />
Maturing in Maturing in<br />
2016 2017<br />
Maturing<br />
2018–<br />
Interest rate swaps <strong>2012</strong>-12-31 SEK 2.5 3,300 3,300 450 – 500 600 650 1,100<br />
Interest rate swaps 2011-12-31 SEK 2.6 2,550 2,550 450 – 500 600 – 1,000<br />
74 PEAB ANNUAL REPORT <strong>2012</strong><br />
Currency risks<br />
The risk that fair values and cash flows from financial instruments may<br />
fluctuate with changes in the value of foreign currencies is referred to<br />
as a currency risk.<br />
Financial exposure<br />
Group borrowing is done in local currencies to reduce currency risks<br />
in operations. Assets and liabilities in foreign currency are translated<br />
at the rate on the balance sheet date. Borrowing in the interest-bearing<br />
liabilities per 31 December <strong>2012</strong>, including leasing but excluding<br />
currency derivatives, was allocated as follows:<br />
Local currency<br />
in millions MSEK<br />
SEK 7,642 7,642<br />
NOK 465 543<br />
EUR 52 448<br />
Total 8,633<br />
Internal loans are used to handle temporary liquidity needs in <strong>Peab</strong>’s<br />
foreign operations. Currency swaps are used to eliminate exchange<br />
risks. Currency swaps usually run three months. Currency swaps are<br />
<strong>report</strong>ed at fair value in book closing and value changes are <strong>report</strong>ed<br />
as unrealized exchange rate differences in the income statement and<br />
as current receivables and liabilities in the balance sheet. At the end<br />
of the year, there were EUR 56 million (29) and NOK 293 million (148)<br />
in outstanding currency swaps relating to financial exposure. Of the<br />
currency swaps referring to financial exposure EUR 31 million (22) are<br />
a hedge for the shareholding in Lemminkäinen Oyj. Exchange rate<br />
differences in net financials items from financial exposure were SEK<br />
–2 million (–5) in 2011. Exchange rate differences in operating profit<br />
were SEK 0 million (0).
Exposure of net assets in foreign currency<br />
The translation exposure arising from investments in foreign net assets<br />
is primarily hedged through loans in foreign currency or forward<br />
exchange contracts. At the end of <strong>2012</strong>, hedging through forward<br />
exchange contracts and loans in NOK for foreign net assets in Norway<br />
amounted to NOK 200 million (233). Hedges of foreign net assets in<br />
Finland through forward exchange contracts and loans were in euros<br />
for a total of EUR 21 million (16).<br />
Foreign net assets<br />
Of which<br />
Of which<br />
Local currency in millions <strong>2012</strong>-12-31 hedged 2011-12-31 hedged<br />
NOK 1,119 200 874 233<br />
EUR 90 21 87 16<br />
PLN 6 – 5 –<br />
LVL 1 – 1 –<br />
A 10 percent stronger euro rate on 31 December <strong>2012</strong> would entail a<br />
positive translation effect on equity of SEK 59 million (63). A corresponding<br />
strengthening of the Norwegian crown would generate a<br />
positive translation effect on equity of SEK 107 million (74). The translation<br />
effects are calculated on that part of foreign net assets which<br />
are not hedged. The effects on profit for the year of corresponding<br />
exchange rate changes are limited.<br />
<strong>Annual</strong> exchange rate differences in equity (net assets in foreign<br />
subsidiaries) amounted to SEK –14 million (0).<br />
Commercial exposure<br />
Although international purchases and sales of goods and services in<br />
foreign currency are currently small, they are expected to increase as<br />
the Group expands and the competition grows in terms of purchasing<br />
goods and services. Contracted or forecast currency flows can be<br />
hedged for 6 months from the date of the contract. At the end of the<br />
year, there were exchange rate hedges related to forecasted currency<br />
flows of NOK 0 million (260), EUR 5 million (26) and 0 MUSD (1).<br />
Since anticipated currency flows are hedged there are no transaction<br />
or translation effects on equity (other than in the hedged reserve)<br />
or in profit for the year if currency rates change.<br />
Market price risk<br />
<strong>Peab</strong> is exposed to market price risk through shareholdings in the<br />
listed companies Victoria Park and Lemminkäinen. On closing date<br />
the total <strong>report</strong>ed value of those holdings was 271 million (201). The<br />
holdings in Brinova and Catena have been divested during <strong>2012</strong>.<br />
Credit risk<br />
Credit risk refers to the risk of a counterparty failing to meet their<br />
obligations.<br />
Credit risks in financial instrument<br />
Credit risks in financial instruments are very limited since <strong>Peab</strong> only<br />
deals with counterparties with high credit ratings. Counterparty risks<br />
are primarily associated with receivables on banks and other counterparties<br />
involved in the purchase of derivatives. The financial policy<br />
contains special counterparty regulations which specify the maximum<br />
credit exposure for various counterparties. The framework agreement<br />
of the International Swaps and Derivatives Association (ISDA) is used<br />
with all counterparties in derivative transactions. <strong>Peab</strong> did not suffer<br />
any financial instrument losses in <strong>2012</strong>.<br />
Total counterparty exposure related to derivative trading calculated<br />
as a net receivable per counterparty amounted to SEK 0 million (0) at<br />
the end of <strong>2012</strong>. The estimated gross exposure to counterparty risks<br />
related to liquid funds and current investments amounted to SEK 439<br />
million (1,170).<br />
Credit risk in accounts receivable<br />
The risk that Group customers cannot meet their obligations, i.e. payment<br />
is not received from customers, is one customer credit risk.<br />
Bad debts are very rare in construction since invoicing is continuous<br />
during production in most projects. The Group’s customers undergo<br />
a credit rating control providing information on customers’ financial<br />
positions from various credit rating companies before a project is<br />
undertaken. The Group has established a credit policy for handling<br />
customer credit. For instance, it specifies where decisions regarding<br />
credit limits of various magnitudes are taken and how uncertain<br />
receivables should be handled. Bank guarantees or other collateral<br />
are required for customers with low credit ratings or insufficient credit<br />
history. The maximum exposure to credit risk is the <strong>report</strong>ed value<br />
presented in the Group balance sheet. Total bad debts in construction<br />
operations amounted to SEK 37 million (5). <strong>Peab</strong> has receivables to the<br />
Northland Group for a total of SEK 160 million. Northland Resources<br />
is under reconstruction. Write-downs of receivables are not expected<br />
to be necessary. See also note 45 Events after the balance sheet date.<br />
The credit quality in accounts receivable that are not yet due and not<br />
written down is otherwise considered good.<br />
Age analysis, not written down accounts receivable due<br />
Book value of recivables<br />
not written-down<br />
MSEK <strong>2012</strong> 2011<br />
Accounts receivable, not fallen due 5,426 5,201<br />
Accounts receivable, fallen due 0 – 30 days 527 692<br />
Accounts receivable, fallen due 31 – 90 days 313 218<br />
Accounts receivable, fallen due 91 – 180 days 299 74<br />
Accounts receivable, fallen due 181 – 360 days 260 97<br />
Accounts receivable, fallen due > 360 days 324 253<br />
Total 7,149 6,535<br />
Accounts receivable written down<br />
MSEK <strong>2012</strong> 2011<br />
Opening balance 79 26<br />
Reversed write-downs –61 –21<br />
Write-downs for the year 35 74<br />
Translation difference 1 0<br />
Balance carried forward 54 79<br />
There are no mature receivables of significant amounts for other<br />
financial receivables.<br />
Capital management<br />
<strong>Peab</strong> aims to have a good capital structure and financial stability in<br />
order to provide a stable basis for continuing business activities,<br />
thereby enabling the company to keep existing owners and attract<br />
new ones. A good capital structure is also intended to promote the<br />
development of good relations with the Group’s creditors in a manner<br />
which benefits all parties.<br />
Capital is defined as equity and refers to the equity attributable to<br />
the owners of shares in the parent company.<br />
Equity<br />
MSEK <strong>2012</strong> 2011<br />
Share capital 1,584 1,584<br />
Other contributed capital 2,576 2,576<br />
Reserves –152 -82<br />
Retained earnings including profit for the year 3,976 3,869<br />
Equity related to shareholders in parent company 7,984 7,947<br />
One of <strong>Peab</strong>’s targets is an equity/assets ratio (equity divided by the<br />
balance sheet total) in excess of 25 percent. The Board of Directors<br />
believes that this level is well suited to <strong>Peab</strong>’s construction and civil<br />
engineering operations in Sweden, Norway and Finland. The target is<br />
a part of the Group’s strategic planning. If the equity/assets ratio is<br />
expected to exceed this level on a permanent basis, the capital<br />
should be transferred to the shareholders in the appropriate form.<br />
The equity/assets ratio at the end of <strong>2012</strong> was 24.9 per cent (25.4).<br />
It is the ambition of the Board of Directors to preserve a balance<br />
between a high rate of return on equity, which can be done through<br />
increased lending, and the security and benefits associated with a<br />
higher equity ratio. Therefore, one of <strong>Peab</strong>’s financial targets is a<br />
return on equity (profit for the period attributable to holders of participations<br />
in the parent company divided by the average equity attributable<br />
to holdings of participations in the parent company) in excess of<br />
20 percent. The return on equity was 9.2 percent (12.1) at the end of<br />
<strong>2012</strong>, which is a return far from <strong>Peab</strong>’s goal. The Board believes the<br />
target figure is a long-term relevant level for <strong>Peab</strong>. By way of comparison,<br />
the Group’s average interest expenses on interest-bearing<br />
borrowing was 2.9 percent (3.5).<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
75<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
<strong>Peab</strong>´s goal concerning dividends is an annual distribution of 50 percent<br />
of profits after tax to shareholders. The level of dividends should<br />
be reasonable in relationships to developments in <strong>Peab</strong>´s profit and<br />
consolidation requirements. An ordinary dividend of SEK 1.60 per<br />
share (2.10) is proposed for <strong>2012</strong>. Calculated as a share of the<br />
Group’s <strong>report</strong>ed profit after tax, the proposed dividend amounts to<br />
65 percent (66). Exclusive of the 1,086,984 B shares owned by <strong>Peab</strong><br />
AB on 13 February 2013, which do not entitle to dividend, the proposed<br />
dividend is equivalent to a total dividend distribution of SEK<br />
472 million (619). Besides the ordinary dividend, extra cash dividends<br />
may be proposed if the Board of Directors finds there are sufficient<br />
funds which are not considered necessary to Group development.<br />
Extra dividends may also be made in other forms besides cash.<br />
At the start of <strong>2012</strong>, <strong>Peab</strong>’s holding of own shares amounted to<br />
1,086,984 B shares, corresponding to 0.4 percent of the total number<br />
of shares. On 15 May <strong>2012</strong>, the <strong>Peab</strong> <strong>Annual</strong> General Meeting<br />
authorise the Board of Directors to acquire at the most the number of<br />
shares in <strong>Peab</strong> AB such that after acquisition <strong>Peab</strong> would hold a maximum<br />
of 10 percent of the registered shares in the company. During<br />
<strong>2012</strong> has no repurchases or divestitures have taken place, which<br />
means that <strong>Peab</strong>’s holding of own shares at the end of <strong>2012</strong> amounted<br />
to 1,086,984 B shares, corresponding to 0.4 percent of the total<br />
number of shares. The purpose of the purchase of own shares is to<br />
improve the capital structure of the company, to be used in the<br />
financing of acquisitions.<br />
Some of <strong>Peab</strong>’s loan agreements contain financial covenants in the<br />
form of interest coverage rate and equity/assets ratio which the<br />
Group must comply with, which is normal for this type of loan agreement.<br />
At the end of the year, <strong>Peab</strong> fulfilled these covenants with a<br />
broad margin.<br />
Note 38 Operational lease contracts<br />
Expensed leasing payments for the period:<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Minimum leasing payments 393 375<br />
Total leasing costs 393 375<br />
Interminable leasing payments amount to:<br />
MSEK <strong>2012</strong> 2011<br />
Within a year 353 309<br />
Between one and five years 560 477<br />
Later than five years 14 2<br />
Total 927 788<br />
Rental of premises and office inventory costs are classified as operating<br />
leasing contracts. The main part of the leasing cost refers to rental<br />
of premises according to the operational lease contracts. The leasing<br />
contracts run without special restrictions and with an option to renew.<br />
Other operational leasing agreements are divided among a number<br />
of lesser agreements.<br />
Leasing income generated by objects that are rented to a third<br />
party is marginal.<br />
Note 39 Investment obligations<br />
In <strong>2012</strong>, the Group signed agreements to acquire tangible fixed<br />
assets amounting to SEK 84 million (207).<br />
At the end of <strong>2012</strong>, the Group had no commitments to invest in<br />
joint ventures. At the end of 2011, the Group had commitments of<br />
SEK 455 million.<br />
Joint venture companies have committed investments of SEK 740<br />
million (220).<br />
Most of the investment obligations should be regulated in the coming<br />
financial year.<br />
The parent company has not signed any agreements to acquire<br />
tangible fixed assets.<br />
76 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 40 Pledged assets, contingent<br />
liabilities and contingent assets<br />
Pledged assets<br />
Group Parent company<br />
MSEK<br />
For own liabilities and<br />
provisions<br />
Related to long-term liabilities<br />
to credit institutions:<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Real estate mortgages 854 1,894<br />
Floating charges – 3<br />
Assets with attached liens 662 519<br />
Other<br />
Related to current liabilities to<br />
credit institutions:<br />
2 2<br />
Real estate mortgages 604 434<br />
Floating charges 3 –<br />
Assets with attached liens<br />
Total related to own liabilities<br />
353 165<br />
and provisions 2,478 3,017 – –<br />
For own contingent liabilities<br />
and guarantees<br />
Real estate mortgages 6 2<br />
Floating charges 9 8<br />
Assets with attached lines 106 60<br />
Restricted bank balance 0 48<br />
Other<br />
Total for own contingent<br />
42 – – –<br />
liabilities and guarantees 163 118<br />
Other 0 0<br />
Total pledged assets 2,641 3,135 – –<br />
Contingent liabilities Group Parent company<br />
MSEK<br />
Shared obligations as part-<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
owner in limited partnerships<br />
Guarantees and contracting<br />
guarantees for Group<br />
2 254 – –<br />
companies<br />
Guarantee liabilities for the<br />
– – 16,303 16,069<br />
benefit of joint ventures<br />
Other guarantees and<br />
1,743 519 1,743 519<br />
contingent liabilities 2,714 1,617 2,714 1,607<br />
Total 4,459 2,390 20,760 18,195<br />
Other guarantee and contingent liabilities primarily refer to obligations to<br />
tenant-owner cooperatives.
Note 41 Related parties<br />
Related parties<br />
The Group is subject to considerable influence by Mats Paulsson,<br />
Fredrik Paulsson, Anita Paulsson, Svante Paulsson and Sara Karlsson<br />
together with families, children and companies. Their combined votes<br />
accounted for some 65 percent of the votes in <strong>Peab</strong> AB per 31<br />
December <strong>2012</strong>. As a result of this significant influence on <strong>Peab</strong>,<br />
transactions with the companies below are classified as transactions<br />
with related parties.<br />
Wihlborgs Fastigheter<br />
Sara Karlsson is a member of the Board of Directors of Wihlborgs<br />
Fastigheter. Sara Karlsson is the daughter of Erik Paulsson who is<br />
Chairman of the Board of Directors of Wihlborgs Fastigheter and has<br />
a significant influence.<br />
Skistar<br />
The Skistar Group is subject to significant influence by brothers Mats<br />
and Erik Paulsson with families and companies through their ownership<br />
of the company. Erik Paulsson is Chairman of the Board of<br />
Directors and Mats Paulsson is a member of the Board of Directors<br />
of Skistar.<br />
Fabege<br />
Svante Paulsson is a member of the Board of Directors of Fabege.<br />
Svante Paulsson is the son of Erik Paulsson who is Chairman of the<br />
Board of Directors and has a significant influence.<br />
Backahill<br />
Svante Paulsson and Sara Karlsson are members of the Board of<br />
Directors of Backahill. Backahill is under considerable influence by<br />
them, together with their father Erik Paulsson. During the year Backahill<br />
founded a new company, Backahill Holding AB, which is 91%<br />
owned by Backahill. Backahill Holding made an offer for all the shares<br />
of Brinova and the acquisition was carried out in July. <strong>Peab</strong>’s holding<br />
in Brinova was acquired in connection with the offer.<br />
Kranpunkten<br />
Kranpunkten is subject to significant influence by Fredrik Paulsson<br />
with family and companies through their ownership of the company.<br />
Fredrik Paulsson is also CEO of Kranpunkten.<br />
Gullbergs<br />
Fredrik Paulsson was one of the major owners of Gullbergs up to<br />
August <strong>2012</strong> when he sold most of his share of the company. Fredrik<br />
Paulsson is a Board member of the Scandinavian Office Group, which<br />
is now the parent company of Gullbergs.<br />
Subsidiaries<br />
In addition to the related parties noted above for the Group, the parent<br />
company has a close relationship with its subsidiaries, see note 42.<br />
Summary of transactions with related parties<br />
Group<br />
MSEK<br />
Transactions with joint ventures<br />
<strong>2012</strong> 2011<br />
Sales to joint ventures 759 147<br />
Purchases from joint ventures 169 188<br />
Interest income from joint ventures 50 7<br />
Receivables from joint ventures 1,375 662<br />
Liabilities to joint ventures 111 23<br />
Dividends from joint ventures 127 93<br />
Transactions with associated companies<br />
Dividends from associated companies 5 136<br />
Transactions with Skistar<br />
Sales to Skistar 21 85<br />
Purchases from Skistar 1 4<br />
Receivables from Skistar 2 8<br />
Transactions with Wihlborgs<br />
Sales to Wihlborgs 500 287<br />
Purchases from Wihlborgs 10 9<br />
Receivables from Wihlborgs 56 51<br />
Liabilities to Wihlborgs 2 2<br />
Transactions with Fabege<br />
Sales to Fabege 794 436<br />
Purchases from Fabege 40 36<br />
Receivables from Fabege 156 111<br />
Liabilities to Fabege 4 3<br />
Transactions with Backahill<br />
Sales to Backahill 181 183<br />
Purchases from Backahill 3 2<br />
Receivables from Backahill 19 27<br />
Liabilities to Backahill 1 –<br />
Dividends from Brinova 20 20<br />
Sales of shares in Brinova 518 –<br />
Shareholdings in Brinova, fair value – 491<br />
Transactions with Kranpunkten<br />
Sales to Kranpunkten 31 30<br />
Purchases from Kranpunkten 78 68<br />
Receivables from Kranpunkten 5 5<br />
Liabilities to Kranpunkten 14 14<br />
Transactions with Gullbergs<br />
Sales to Gullbergs 6 6<br />
Purchases from Gullbergs 74 69<br />
Receivables from Gullbergs 1 1<br />
Liabilities to Gullbergs 6 15<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
77<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Summary of transactions with related parties<br />
Parent company<br />
MSEK<br />
Transactions with subsidiaries<br />
<strong>2012</strong> 2011<br />
Sales to subsidiaries 96 99<br />
Purchases to subsidiaries 21 18<br />
Receivables from subsidiaries 1,632 1,447<br />
Liabilities to subsidiaries 7,124 4,794<br />
Dividends from subsidiaries 38 1,150<br />
Transactions with joint ventures<br />
Receivables from joint ventures 80 –<br />
Transactions with associated companies<br />
Dividends from associated companies 5 136<br />
Transactions with Skistar<br />
Purchases from Skistar – 3<br />
Transactions with Backahill<br />
Purchases from Backahill 2 2<br />
Dividends from Brinova 20 20<br />
Sales of shares in Brinova 518 –<br />
Shareholdings in Brinova, fair value – 491<br />
Transactions with Gullbergs<br />
Purchases from Gullbergs 1 0<br />
Executive management<br />
For information on salaries and other remuneration to the Board of<br />
Directors and the CEO and senior officers along with information on<br />
costs and obligations relating to pensions and similar benefits and<br />
agreements on retirement remuneration, see note 9.<br />
Transaction terms<br />
Transactions with related parties were priced on general market terms.<br />
78 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 42 Group companies<br />
Company Corp.ID.nr<br />
Registered<br />
office<br />
Share of<br />
equity<br />
1) 2)<br />
Book value in<br />
parent company,<br />
MSEK<br />
<strong>2012</strong> 2011<br />
<strong>Peab</strong> Finans AB 556552-1324 Båstad 100.0% 1,616 1,616<br />
<strong>Peab</strong> Sverige AB 556099-9202 Båstad 100.0% 3,622 3,522<br />
<strong>Peab</strong> Sp.z.o.o 40624 Warszawa 100.0%<br />
Kompetenskraft i Solna AB 556737-7683 Solna 100.0%<br />
Kompetansekraft AS 991687971 Oslo 100.0%<br />
KB Muraren 135 916837-9841 Båstad 100.0%<br />
KB Möllevarvet 969639-7877 Båstad 100.0%<br />
Mölletofta i Klippan AB 556069-3953 Klippan 100.0%<br />
KB Snickaren 204 969684-0975 Båstad 100.0%<br />
Interoc Projekt AB 556519-7091 Båstad 100.0%<br />
Torghuset i Värnamo AB 556607-6807 Båstad 100.0%<br />
<strong>Peab</strong> Elevbyggen AB 556101-0355 Alingsås 100.0%<br />
<strong>Peab</strong> Projektutveckling Väst AB 556092-9852 Gothenburg 100.0%<br />
S:t Jörgen AB 556341-8887 Gothenburg 100.0%<br />
<strong>Peab</strong> Trading Väst AB 556594-9590 Gothenburg 100.0%<br />
Lambel AB 556577-8890 Gothenburg 100.0%<br />
Smögen Exploatering AB 556090-5472 Båstad 100.0%<br />
<strong>Peab</strong> Borås Exploatering AB 556651-7727 Båstad 100.0%<br />
Kreaton AB 556644-5010 Gothenburg 100.0%<br />
<strong>Peab</strong> Holding Väst AB 556900-2586 Gothenburg 100.0%<br />
<strong>Peab</strong> Amhult AB 556830-9925 Gothenburg 100.0%<br />
Undertak- och Fasadentreprenader<br />
Sverige AB<br />
556058-5837 Stockholm 100.0%<br />
Rörman Installation & Service<br />
Sverige AB<br />
556026-0316 Sundbyberg 100.0%<br />
<strong>Peab</strong> Bostad AB 556237-5161 Stockholm 100.0%<br />
Haninge Park KB 916637-2590 Sollentuna 100.0%<br />
Fastighetsbolaget Måsbodarna<br />
556691-9907<br />
Tre AB<br />
Solna 100.0%<br />
Österhöjdens Garage AB 556753-0240 Upplands-<br />
Bro<br />
100.0%<br />
Telge <strong>Peab</strong> AB 556790-5889 Södetälje 51.0%<br />
Vilunda Parkering AB 556802-5596 Stockholm 100.0%<br />
<strong>Peab</strong> Trading Öst AB 556778-8749 Stockholm 100.0%<br />
Fastighets AB Isolatorn 556913-9644 Malmö 100.0%<br />
Perioden Fastighets AB 556832-7919 Nyköping 100.0%<br />
Enavallens Fastighets AB 556734-0871 Enköping 100.0%<br />
<strong>Peab</strong> Trading Solna AB 556793-1554 Solna 100.0%<br />
KB Messingen 916837-9817 Stockholm 100.0%<br />
Fastighets AB Spelhagen 556795-0992 Solna 100.0%<br />
DGV i Enskede AB 556750-3791 Stockholm 100.0%<br />
Messingen AB 556627-1689 Stockholm 100.0%<br />
ATS Service AB 556707-9719 Sigtuna 100.0%<br />
Huvusta Strand Holding AB 556769-7080 Solna 100.0%<br />
Huvusta Strand AB 556109-5323 Solna 100.0%<br />
Hanbjelken AB 556699-4306 Stockholm 100.0%<br />
Forsen 2 i Eskilstuna AB 556749-4801 Eskilstuna 100.0%<br />
Furuspecialen i Nyköping<br />
Fastighets AB<br />
556695-9986 Solna 100.0%<br />
Eldslundfastigheter Sverige AB 556750-2165 Linköping 100.0%<br />
Råsta Arenabostäder AB 556789-3002 Solna 100.0%<br />
Råsta Köpcenterbostäder AB 556789-2921 Solna 100.0%<br />
<strong>Peab</strong> Hermelinen AB 556872-5633 Stockholm 100.0%<br />
<strong>Peab</strong> Racketen AB 556721-1635 Stockholm 100.0%<br />
Ångström & Mellgren AB 556592-6895 Västerås 100.0%<br />
Norrvikens Fastigheter AB 556703-1470 Stockholm 100.0%<br />
Fastighetsförvaltningsbolaget<br />
Gasellen 2 HB<br />
916563-4271 Stockholm 100.0%<br />
Olsson & Zarins Baltinvest AB 556439-3592 Uppsala 100.0%<br />
Kungsfiskaren Bygg &<br />
Fastighet AB<br />
556471-2296 Stockholm 100.0%<br />
Kipsala Business Center 40003729343 Riga 100.0%<br />
KB Klagshamn Exploatering 916563-4412 Båstad 100.0%<br />
<strong>Peab</strong> Construction Syd AB 556292-2368 Båstad 100.0%<br />
<strong>Peab</strong> Construction<br />
i Göteborg AB<br />
556626-9089 Båstad 100.0%<br />
<strong>Peab</strong> Utveckling Nord AB 556341-7228 Båstad 100.0%<br />
J Almqvist Bygg i Gnosjö AB 556421-1299 Båstad 100.0%<br />
<strong>Peab</strong>skolan AB 556442-7432 Båstad 100.0%
Company Corp.ID.nr<br />
Registered<br />
office<br />
Share of<br />
equity<br />
1) 2)<br />
Book value in<br />
parent company,<br />
MSEK<br />
<strong>2012</strong> 2011<br />
<strong>Peab</strong> Byggservice Väst AB 556066-3675 Båstad 100.0%<br />
Nybyggarna i Nerike AB 556582-1146 Örebro 100.0%<br />
Kompligens Fastigheter AB 556691-2555 Båstad 100.0%<br />
BKVA Fastighets AB 556694-4244 Båstad 100.0%<br />
Geodells Byggnads AB 556396-4187 Järfälla 100.0%<br />
<strong>Peab</strong> Fastigheter i Växjö AB 556716-6664 Båstad 100.0%<br />
<strong>Peab</strong> Ugglarp AB 556094-5072 Båstad 100.0%<br />
HälsingeBygg i Hudiksvall AB 556624-4025 Hudiksvall 100.0%<br />
Värby Fastighets AB 556703-4771 Båstad 100.0%<br />
<strong>Peab</strong> Exploatering AB 556129-8562 Stockholm 100.0%<br />
Berg och Falk AB 556602-3064 Ödeshög 100.0%<br />
BEFAB Schakt AB 556555-2287 Mjölby 100.0%<br />
<strong>Peab</strong> Byggservice Nordost AB 556715-4843 Stockholm 100.0%<br />
<strong>Peab</strong> Filmstaden AB 556773-7506 Båstad 100.0%<br />
Henrik Persson Holding AB 556767-1838 Alingsås 100.0%<br />
Fastighets AB Ekudden 556628-0326 Alingsås 100.0%<br />
AB Alingsås Trähus AB 556576-5194 Alingsås 100.0%<br />
Västgöta Mark och<br />
Entpreprenad AB<br />
556644-1308 Alingsås 100.0%<br />
Husgruppen i Alingsås KB 969728-7887 Gothenburg 100.0%<br />
Lappmarken i Malmö KB 916611-9918 Båstad 100.0%<br />
<strong>Peab</strong> Sverige AB, dansk filial 1595622 Fredrikshavn 100.0%<br />
<strong>Peab</strong> Sverige AB, norsk filial 976 580 176 Oslo 100.0%<br />
<strong>Peab</strong> Trading Nord AB 556715-4827 Solna 100.0%<br />
Fastighetsbolaget Pollaren AB 556715-5337 Solna 100.0%<br />
H2 Helsingborg AB 556544-1986 Båstad 100.0%<br />
Mora-Orsa Byggtjänst AB 556624-6160 Orsa 100.0%<br />
Byggtjänst i Offerdal AB 556835-9755 Solna 100.0%<br />
<strong>Peab</strong> PGS AB 556428-5905 Båstad 100.0%<br />
Hatteskär AB 556874-6936 Båstad 100.0%<br />
<strong>Peab</strong> Boarp AB 556715-0247 Båstad 100.0%<br />
Malmöoket AB 556709-6713 Båstad 100.0%<br />
Malmöoket Ekonomisk<br />
Förening<br />
769614-7821 Båstad 100.0%<br />
Malmöoket nr 2 Ekonomisk<br />
Förening<br />
769619-1829 Båstad 100.0%<br />
KB Brämaregården 18:4 969638-3364 Kristianstad 100.0%<br />
<strong>Peab</strong> Infra Oy 2303725-2 Helsingfors 100.0%<br />
<strong>Peab</strong> Anläggning AB 556568-6721 Båstad 100.0% – 348<br />
Berg & Väg Maskin AB 556130-4972 Salem 100.0%<br />
Skillingenäs AB 556587-0192 Båstad 100.0%<br />
<strong>Peab</strong> Drift & Underhåll<br />
i Stockholm AB<br />
556569-4386 Stockholm 100.0%<br />
Stockholm<br />
Hamn entreprenad AB<br />
556036-9133 Stockholm 100.0%<br />
Linje & Kabelplöjning<br />
i Borlänge AB<br />
556487-3098 Borlänge 100.0%<br />
Olof Mobjer Entreprenad AB 556445-1275 Båstad 100.0%<br />
West Wind AB 556615-7797 Solna 100.0%<br />
G Nilsson Last & Planering<br />
i Ranseröd AB<br />
556236-0908 Båstad 100.0%<br />
AB Jämshögs Grus &<br />
Entreprenad AB<br />
556048-3918 Båstad 100.0%<br />
BEFAB Entreprenad Mjölby AB 556595-7452 Linköping 100.0%<br />
<strong>Peab</strong> Drift & Underhåll<br />
i Mellansverige AB<br />
556581-4612 Linköping 100.0%<br />
<strong>Peab</strong> Energi AB 556104-1533 Båstad 100.0%<br />
Åstorps Bioenergi AB 556644-8246 Båstad 100.0%<br />
<strong>Peab</strong> Oy 1509374-8 Helsingfors 100.0% 488 488<br />
Kehitysyhtiö Pyynikki Oy 2214064-5 Helsingfors 100.0%<br />
Eastendin Palvelu Oy 2013178-8 Helsingfors 100.0%<br />
<strong>Peab</strong> AS 990 040 729 Oslo 100.0% 271 359<br />
Gydas Vei DA 982 796 083 Oslo 100.0%<br />
Björn Bygg AS 943 672 520 Tromsö 100.0%<br />
<strong>Peab</strong> Eiendomsutvikling AS 987 099 011 Oslo 100.0%<br />
Heimdalsgata 4 Utv. DA 987 572 809 Oslo 100.0%<br />
ANS Solligården 957 524 346 Oslo 100.0%<br />
<strong>Peab</strong> Bolig Prosjekt AS 990 892 385 Oslo 100.0%<br />
Bergkrystallen Parkering AS 891 324 782 Oslo 100.0%<br />
<strong>Peab</strong> Næring Stømmen AS 995 518 562 Oslo 100.0%<br />
Polarkanten AS 994 417 657 Oslo 100.0%<br />
Share of<br />
Book value in<br />
parent company,<br />
Registered equity<br />
MSEK<br />
Company Corp.ID.nr office<br />
1) 2) <strong>2012</strong> 2011<br />
Telemark Vestfold<br />
Entreprenør AS<br />
959 414 572 Skien 91.0%<br />
Hus & Hyttebygg AS 990 347 093 Skien 100.0%<br />
K.Nordang AS 936 574 696 Stranda 90.1%<br />
Byggservice & Vedlikehold AS 986 346 384 Oslo 100.0% 88 87<br />
<strong>Peab</strong> Invest AS 981 704 665 Oslo 100.0% 1,332 1,332<br />
<strong>Peab</strong> Industri AB 556594-9558 Båstad 100.0% 2,588 2,588<br />
<strong>Peab</strong> Industri Våxtorp AB 556232-8368 Båstad 100.0%<br />
<strong>Peab</strong> Industri Sverige AB 556594-9624 Ängelholm 100.0%<br />
Lambertsson Sverige AB 556190-1637 Båstad 100.0%<br />
Lambertsson Kran AB 556543-5293 Båstad 100.0%<br />
KB Muraren 105 916837-9544 Mölndal 100.0%<br />
Krantorp KB 969623-0540 Mölndal 100.0%<br />
ATS Kraftservice AB 556467-5998 Båstad 100.0%<br />
Hagström i Nås AB 556377-1376 Vansbro 100.0%<br />
HN Kraftlinjeteknik AB 556411-8585 Vansbro 100.0%<br />
Swerock AB 556081-3031 Helsingborg 100.0%<br />
Swerock Uppsala AB 556031-3289 Uppsala 100.0%<br />
AB Uppsala Grus 556206-6281 Uppsala 100.0%<br />
Rådasand AB 556042-8699 Lidköping 100.0%<br />
<strong>Peab</strong> Transport & Maskin AB 556097-9493 Örkelljunga 100.0%<br />
AB Roler 556100-0729 Örebro 100.0%<br />
Ferdigbetong AS 987 013 117 Tromsö 100.0%<br />
A-frakt AB 556449-8045 Arvidsjaur 100.0%<br />
P Andersson Fastighet 1<br />
i Mälardalen AB<br />
556824-5624 Helsingborg 100.0%<br />
Bjurholms Lastbilcentral<br />
Ekonomisk Förening<br />
794000-0123 Bjurholm 100.0%<br />
Gryttby Grus och Sand AB 556846-9323 Uppsala 100.0%<br />
P Arvidssons Entreprenad AB 556521-8202 Helsingborg 100.0%<br />
Skandinaviska<br />
Byggelement AB<br />
556034-2148 Helsingborg 100.0%<br />
Lättklinkerbetong AB 556239-1721 Alingsås 100.0%<br />
<strong>Peab</strong> Asfalt AB 556098-8122 Båstad 100.0%<br />
Asfaltbeläggningar i Boden AB 556279-8768 Boden 100.0%<br />
Pionjären Fastighets AB 556114-9773 Boden 100.0%<br />
Asfalt & Väg i Strängnäs AB 556545-6034 Strängnäs 100.0%<br />
Kvalitetsasfalt i<br />
Mellansverige AB<br />
556537-5432 Västerås 100.0%<br />
<strong>Peab</strong> Asfalt Norge AS 994 628 577 Oslo 100.0%<br />
Terje Hansen AS 930 969 451 Frogner 100.0%<br />
<strong>Peab</strong> Grundläggning<br />
Norden AB<br />
556554-1587 Båstad 100.0%<br />
<strong>Peab</strong> Grundläggning AB 556154-7364 Båstad 100.0%<br />
Nordisk Fundamentering AS 996 217 981 Oslo 100.0%<br />
<strong>Peab</strong> Bildrift Norden AB 556707-8380 Helsingborg 100.0%<br />
<strong>Peab</strong> Bildrift Sverige AB 556313-9608 Helsingborg 100.0%<br />
<strong>Peab</strong> Bildrift Norge AS 892 890 692 Skedsmo 100.0%<br />
<strong>Peab</strong> Vagnpark AB 556234-0371 Båstad 100.0%<br />
<strong>Peab</strong> Industri Norge AS 990 609 527 Oslo 100.0%<br />
Lambertsson Norge AS 985 129 738 Skedsmo 100.0%<br />
Kranor AS 976 313 062 Slemmestad 100.0%<br />
Rolf Olsens vei 30/32 AS 990 285 624 Oslo 100.0%<br />
<strong>Peab</strong> Industri Finland AB 556687-9226 Helsingborg 100.0%<br />
<strong>Peab</strong> Industri Finland AB,<br />
finsk filial<br />
2006361-5 Helsingfors 100.0%<br />
<strong>Peab</strong> Industri Oy 1509160-3 Helsingfors 100.0%<br />
Lambertsson Oy 0937993-4 Helsingfors 100.0%<br />
Annehem Fastigheter AB 556683-4452 Båstad 100.0% 272 272<br />
Annehem Fastigheter &<br />
Projekt AB<br />
556715-5220 Båstad 100.0%<br />
Fastighets AB Skeppsdockan<br />
i Malmö<br />
556563-0711 Ängelholm 100.0% 0 0<br />
Fastighets AB Grisen 556466-1055 Båstad 100.0%<br />
Valhall Flyg AB 556718-8593 Ängelholm 100.0%<br />
Valhall Flyg KB 969724-7865 Ängelholm 100.0% 0 0<br />
Br Paulsson <strong>Peab</strong> AB 556113-4114 Båstad 99.9% 157 157<br />
Stadiongatans<br />
Lokaluthyrning AB<br />
556141-1736 Båstad 100.0%<br />
Norrviken Exploaterings AB 556245-3356 Båstad 100.0%<br />
Vejby Transport & Miljö AB 556240-2742 Ängelholm 100.0% 1 1<br />
<strong>Peab</strong> Konstruktion AB 556061-1500 Stockholm 100.0% 42 42<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
79<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Company Corp.ID.nr<br />
Registered<br />
office<br />
Share of<br />
equity<br />
1) 2)<br />
Book value in<br />
parent company,<br />
MSEK<br />
<strong>2012</strong> 2011<br />
<strong>Peab</strong> Försäkrings AB 556511-5408 Båstad 100.0% 1,370 171<br />
Fastighets AB Skånehus 556371-3816 Båstad 100.0% 140 –<br />
<strong>Peab</strong> Holding AB 556594-9533 Båstad 100.0% 0 0<br />
JaCo AB 556554-6487 Båstad 100.0%<br />
Varvstaden AB 556683-1722 Båstad 100.0%<br />
Fältjägaren 1 AB 556851-7287 Östersund 100.0%<br />
Fältjägaren 3 AB 556851-7261 Östersund 100.0%<br />
Fältjägaren 4 AB 556851-7279 Östersund 100.0%<br />
Fältjägaren 5 AB 556851-7246 Östersund 100.0%<br />
Fältjägaren 7 AB 556855-7176 Östersund 100.0%<br />
Östersunds Fryshus &<br />
Fastigheter AB<br />
556094-4810 Östersund 100.0%<br />
Birsta Fastigheter AB 556190-3765 Helsingborg 100.0% 60 60<br />
<strong>Peab</strong> Norden AB 556134-4333 Båstad 100.0% 7 13<br />
<strong>Peab</strong> Skandinavien AB 556568-8784 Båstad 100.0% 0 0<br />
Flygstaden Intressenter i<br />
Söderhamn AB<br />
556438-9665 Båstad 100.0% 272 272<br />
HDWG Finans AB 556470-0184 Båstad 100.0%<br />
Ortum AB 556641-8355 Helsingborg 100.0%<br />
Stockholms Kommersiella<br />
Fastighets AB<br />
556105-6499 Stockholm 100.0%<br />
Skånska Stenhus AB 556233-8680 Stockholm 100.0%<br />
Flygstaden Intressenter<br />
i Grevie AB<br />
556541-5360 Båstad 100.0%<br />
<strong>Peab</strong> Fastighetsutveckling AB 556824-8453 Båstad 100.0% 1 0<br />
<strong>Peab</strong> Invest Oy 1773022-9 Helsingfors 100.0% – 91<br />
<strong>Peab</strong> Fastighetsutveckling<br />
Sverige AB<br />
556825-9856 Båstad 100.0%<br />
<strong>Peab</strong> Ägaarena 1 AB 556741-8552 Solna 100.0%<br />
<strong>Peab</strong> Ägaarena 2 AB 556741-8560 Solna 100.0%<br />
<strong>Peab</strong><br />
Exploateraarenastaden AB<br />
556741-8586 Solna 100.0%<br />
<strong>Peab</strong> Drivaarena AB 556741-8578 Solna 100.0%<br />
<strong>Peab</strong> Högsbo AB 556594-4583 Gothenburg 100.0%<br />
<strong>Peab</strong> Brunnshög AB 556649-9116 Båstad 100.0%<br />
Båramo i Värnamo AB 556713-7871 Båstad 100.0%<br />
<strong>Peab</strong> Hem AB 556077-8499 Båstad 100.0% – 1<br />
<strong>Peab</strong> Rydebäck AB 556397-3071 Båstad 100.0%<br />
<strong>Peab</strong> Vimmerbyvägen AB 556776-4690 Båstad 100.0%<br />
<strong>Peab</strong> Hisingstorp AB 556776-4708 Båstad 100.0%<br />
<strong>Peab</strong> Brämaregården AB 556781-6698 Båstad 100.0%<br />
<strong>Peab</strong> Sofiedal AB 556470-0176 Båstad 100.0%<br />
<strong>Peab</strong> Kastanjeparken AB 556059-0910 Båstad 100.0%<br />
<strong>Peab</strong> Utsikten AB 556715-0239 Båstad 100.0%<br />
<strong>Peab</strong> Porten AB 556831-0030 Båstad 100.0%<br />
<strong>Peab</strong> Vidar AB 556866-4311 Båstad 100.0%<br />
Isstadion i Lambohov AB 556869-5836 Båstad 100.0%<br />
Annehem Hylliecentrum AB 556683-4478 Båstad 100.0%<br />
Annehem Hyllie point 2 AB 556762-0546 Båstad 100.0%<br />
Annehem Hyllie point 3 AB 556762-0587 Båstad 100.0%<br />
Annehem Bygg & Projekt AB 556699-8430 Båstad 100.0%<br />
<strong>Peab</strong> Bad AB 556870-3564 Solna 100.0%<br />
Fastighets AB Bryggeriet 556141-6115 Gothenburg 100.0%<br />
Pebri Glumslöv AB 556758-6853 Helsingborg 100.0%<br />
Pebri Glumslöv HB 969717-3335 Helsingborg 100.0%<br />
Åke & Clas Skoogh Holding AB 556722-9066 Kristianstad 100.0%<br />
<strong>Peab</strong> FU Holding 1 AB 556855-6954 Solna 100.0%<br />
<strong>Peab</strong> FU Måby AB 556874-6837 Solna 100.0%<br />
INSPI Sweden AB 556796-7970 Stockholm 100.0%<br />
<strong>Peab</strong> FU Sporthall AB 556901-4557 Solna 100.0%<br />
<strong>Peab</strong> FU Bryggeriet 1 AB 556901-4524 Solna 100.0%<br />
<strong>Peab</strong> FU Bryggeriet 2 AB 556901-4565 Stockholm 100.0%<br />
<strong>Peab</strong> FU Holding 3 AB 556866-8635 Solna 100.0%<br />
<strong>Peab</strong> FU Almnäs AB 556594-9160 Solna 100.0%<br />
<strong>Peab</strong> FU Visby AB 556679-4862 Solna 100.0%<br />
<strong>Peab</strong> FU Byggnad 124 AB 556901-4532 Solna 100.0%<br />
<strong>Peab</strong> FU Byggnad 183 AB 556901-4540 Solna 100.0%<br />
<strong>Peab</strong> FU Visby Exploatering AB 556800-9335 Solna 100.0%<br />
<strong>Peab</strong> FU Karlskrona<br />
Exploatering AB<br />
556746-9688 Stockholm 100.0%<br />
Fartygsmekano AB 556345-8586 Helsingborg 100.0%<br />
80 PEAB ANNUAL REPORT <strong>2012</strong><br />
Company Corp.ID.nr<br />
Registered<br />
office<br />
Share of<br />
equity<br />
1) 2)<br />
Book value in<br />
parent company,<br />
MSEK<br />
<strong>2012</strong> 2011<br />
Brinova Jupiter 11 AB 556892-3428 Helsingborg 100.0%<br />
Brinova Utveckling AB 556126-0745 Helsingborg 100.0%<br />
<strong>Peab</strong> FU Holding 2 AB 556864-4156 Solna 100.0%<br />
<strong>Peab</strong> Projektfastigheter AB 556202-6962 Stockholm 100.0%<br />
TGS Fastigheter Nr 2 AB 556680-5106 Linköping 100.0%<br />
<strong>Peab</strong> Förvaltning Nyköping AB 556632-7747 Nyköping 100.0%<br />
<strong>Peab</strong> Park AB 556107-0003 Båstad 100.0% – 2<br />
Kokpunkten Fastighets AB 556759-5094 Stockholm 100.0%<br />
Ängelholms Flygplats AB 556814-2896 Båstad 100.0%<br />
Ljungbyhed Park AB 556545-4294 Båstad 100.0%<br />
Activus Ljungbyhed AB 556558-9644 Båstad 100.0%<br />
Ljungbyheds Golfcenter AB 556571-3012 Båstad 100.0%<br />
Projektfastigheter Götaland AB 556259-3540 Båstad 100.0%<br />
Haga Expolatering AB 556715-4850 Stockholm 100.0%<br />
Skånehus AB 556547-6958 Båstad 100.0%<br />
PEAB FU Silhouette 1 AB 556895-0116 Solna 100.0%<br />
PEAB FU Ångkraftverket<br />
Kontor AB<br />
556895-0082 Solna 100.0%<br />
Ulriksdal Utveckling AB 556509-6392 Solna 100.0%<br />
Riksten Friluftsstad AB 556547-8764 Stockholm 100.0%<br />
<strong>Peab</strong> FU Rifa AB 556909-4690 Solna 100.0%<br />
<strong>Peab</strong> FU Rönnåsen AB 556909-4708 Solna 100.0%<br />
Incasec AB 556591-2267 Båstad 100.0% 0 0<br />
<strong>Peab</strong> Grevie AB 556715-0213 Båstad 100.0% 0 0<br />
<strong>Peab</strong> Invest Yek AB 556753-4226 Borås 100.0%<br />
<strong>Peab</strong> Konsult AB 556715-0254 Båstad 100.0% 0 0<br />
<strong>Peab</strong> Vejby AB 556663-2682 Båstad 100.0% 50 102<br />
Sieglo AB 556556-0595 Båstad 100.0% 169 –<br />
Skåne Projektfastigheter AB 556471-9143 Båstad 100.0% 1 1<br />
Lappmarken i Malmö AB 556796-2849 Stockholm 100.0%<br />
Hyresmaskiner Gösta<br />
Pettersson AB<br />
556082-6470 Båstad 100.0%<br />
Mauritz Larsson Byggnads AB 556036-8242 Båstad 100.0%<br />
HB Muraren 126 916837-9759 Gothenburg 100.0%<br />
Projektfastigheter Väst AB 556044-1866 Båstad 100.0%<br />
Total<br />
1) The capital participation agrees with the vote participation.<br />
12,547 11,525<br />
2) The share of capital in <strong>2012</strong> is the same as the share of capital in 2011 except in<br />
Fastighets AB Bryggeriet, which was owned 100 percent in <strong>2012</strong> but only 25 percent<br />
in 2011, and the companies acquired in <strong>2012</strong>.<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Acquisition value brought forward 13,705 13,786<br />
Purchases 509 –<br />
Paid shareholder contribution 1,301 463<br />
Repaid shareholder contribution – –544<br />
Sales –442 –<br />
Accumulated acquisition values brought forward 15,073 13,705<br />
Revaluations brought forward 100 100<br />
Accumulated revaluations carried forward 100 100<br />
Write-downs brought forward –2,280 –2,158<br />
Write-downs for the year –346 –122<br />
Accumulated write-downs carried forward –2,626 –2,280<br />
Book value carried forward 12,547 11,525<br />
During the year, participations in Group companies were written down by<br />
SEK 346 million (122). The write-downs refer to shares in <strong>Peab</strong> AS for a<br />
total of SEK 294 million based on impairment tests. In the calculation of<br />
the useful value of <strong>Peab</strong> AS a pre-tax weighted discount rate for Norway<br />
of 7.3 percent (7.4) has been used. Other write-downs refer to dormant<br />
companies or companies with little activity where the value of the writedowns<br />
is equivalent to equity. <strong>Annual</strong> write-downs are <strong>report</strong>ed in the<br />
income statement on the “Profit from shares in Group companies” line.
Note 43 Untaxed reserves<br />
Parent company<br />
MSEK <strong>2012</strong> 2011<br />
Tax allocation reserve<br />
Accumulated additional depreciation, machinery<br />
156 156<br />
and equipment 0 0<br />
Total 156 156<br />
Note 44 Cash flow statement<br />
Paid interest and dividends received<br />
Group Parent company<br />
MSEK <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Dividends received 178 250 70 157<br />
Interest received 141 121 40 38<br />
Interest paid –418 –352 –203 –217<br />
Adjustments for items not included in cash flow<br />
Group Parent company<br />
MSEK<br />
Profit from participation in joint<br />
<strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
ventures/associated companies<br />
Dividends received from joint<br />
–120 –21<br />
ventures/associated companies<br />
Group contribution received/<br />
132 228<br />
given – – –206 –834<br />
Depreciation and write-downs<br />
Unrealized exchange rate<br />
964 853 346 253<br />
differences 7 4<br />
Result from sale of fixed assets<br />
Result from sale of business/<br />
–200 –75 –42 –<br />
subsidiary –92 –45<br />
Provisions<br />
Change in fair value of financial<br />
78 43<br />
instruments<br />
Accrued expenses and<br />
–30 93 –25 89<br />
provisions – –59<br />
Dividends from subsidiaries – – – –1,146<br />
Total 739 1,021 73 –1,638<br />
Transactions without payments<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Aquisition of assets by financial leasing<br />
Aquisition of subsidiaries financed by loan<br />
196 345<br />
from the seller 52 –<br />
Acquisition of subsidiaries and businesses<br />
Group<br />
MSEK<br />
Acquired assets and liabilities<br />
<strong>2012</strong> 2011<br />
Intangible assets 16 129<br />
Tangible assets 23 146<br />
Financial assets 21 –16<br />
Deferred tax recoverables 15 57<br />
Project and development property and inventories 718 323<br />
Operating receivables 22 305<br />
Liquid funds 163 52<br />
Long-term provisions – –5<br />
Interest-bearing long-term liabilities –272 –170<br />
Deferred tax liabilities –16 –36<br />
Current liabilities –69 –392<br />
621 393<br />
Recognized negative goodwill – –12<br />
Purchase prices 621 381<br />
Loan from seller –52 –<br />
Paid purchase price 569 381<br />
Less: Liquid funds in acquired companies –163 –52<br />
Effect on liquid funds 406 329<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
81<br />
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46
NOTES<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
35<br />
36<br />
37<br />
38<br />
39<br />
40<br />
41<br />
42<br />
43<br />
44<br />
45<br />
46<br />
Disposal of subsidiaries<br />
Group<br />
MSEK<br />
Sold assets and liabilities<br />
<strong>2012</strong> 2011<br />
Financial assets<br />
Project and development properties and<br />
3 –161<br />
inventories 863 1,083<br />
Operating receivables 22 15<br />
Liquid funds 2 2<br />
Interest-bearing long-term liabilities –813 –816<br />
Deferred tax liabilities 2 –5<br />
Current liabilities –34 –51<br />
45 67<br />
Sales price 137 112<br />
Less: Loan to buyer – –33<br />
Received purchase sum 137 79<br />
Less: Liquid funds in disposed companies –2 –2<br />
Effect on liquid funds 135 77<br />
Liquid funds<br />
The following components are included in liquid funds;<br />
Group<br />
MSEK <strong>2012</strong> 2011<br />
Liquid funds 429 961<br />
Current holdings (equivalent to liquid funds) 10 9<br />
Total 439 970<br />
82 PEAB ANNUAL REPORT <strong>2012</strong><br />
Note 45 Events after the balance sheet day<br />
<strong>Peab</strong> is working on several major projects for Northland Resources<br />
that are connected to the iron ore mine in Kaunisvaara outside Pajala.<br />
In regards to the information published by Northland Resources on<br />
8 February 2013 concerning the company’s reconstruction, <strong>Peab</strong><br />
announced that the company’s outstanding accounts receivable from<br />
companies in the Northland Group amount to approximately SEK 160<br />
million, of which about SEK 70 million is included in the reconstruction.<br />
No write-downs are deemed necessary. During the reconstruction<br />
period <strong>Peab</strong> will receive regular payments for work performed.<br />
<strong>Peab</strong> is keeping close contact with Northland Resources regarding<br />
their financial development.<br />
Note 46 Information on parent company<br />
<strong>Peab</strong> AB is a Swedish registered limited company domiciled in Båstad.<br />
<strong>Peab</strong> AB’s shares are listed on NASDAQ OMX Stockholm. The address<br />
of the head office is Margretetorpsvägen 84, SE-260 92 Förslöv. The<br />
consolidated accounts for <strong>2012</strong> consist of the parent company and<br />
its subsidiaries, together referred to as the Group. The Group also<br />
includes shares of holdings in joint ventures and associated<br />
companies.
The <strong>Annual</strong> Report has been prepared in accordance with good accounting practices in Sweden and the consolidated<br />
accounts have been prepared in accordance with International Accounting Standards, stated in the regulation of the<br />
European Parliament and the Council of Ministers (EG) no 1606/2002 of July 19, 2002, concerning the application of<br />
international accounting standards. The <strong>Annual</strong> Report and the consolidated accounts give a true and fair view of the<br />
parent company as well as of the Group’s position and result. The Board of Directors’ <strong>report</strong> for the parent company and<br />
the Group gives a true and fair view of the parent company’s and Group’s business development, position and result.<br />
It also decribes the major risks and uncertainty factors facing the parent company and Group companies.<br />
Förslöv, April 3, 2013<br />
Göran Grosskopf Mats Paulsson<br />
Chairman of the Board Vice Chairman of the Board<br />
Annette Brodin Rampe Karl-Axel Granlund<br />
Member of the Board Member of the Board<br />
Svante Paulsson Fredrik Paulsson<br />
Member of the Board Member of the Board<br />
Lars Sköld Anne-Marie Pålsson<br />
Member of the Board Member of the Board<br />
Patrik Svensson Kim Thomsen<br />
Member of the Board Member of the Board<br />
Lars Modin Jesper Göransson<br />
Member of the Board Chief Executive Officer<br />
BOARD AND CEO ASSURANCE<br />
The <strong>Annual</strong> Report and the consolidated accounts have been approved for publication by the Board of Directors and<br />
the Chief Executive Officer on April 3, 2013. The consolidated income statement and balance sheet and the parent<br />
company’s income statement and balance sheet will be presented for adoption by the AGM on May 14, 2013.<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
83
AUDITORS’ REPORT<br />
Auditors’ <strong>report</strong><br />
To the annual meeting of the shareholders of <strong>Peab</strong> AB, corp. id. 556061-4330<br />
REPORT ON THE ANNUAL ACCOUNTS AND<br />
CONSOLIDATED ACCOUNTS<br />
We have audited the annual accounts and consolidated accounts<br />
of <strong>Peab</strong> AB for the year <strong>2012</strong>. The annual accounts and consolidated<br />
accounts of the company are included in the printed version of<br />
this document on pages 13–83.<br />
Responsibilities of the Board of Directors and the Managing<br />
Director for the annual accounts and consolidated accounts<br />
The Board of Directors and the Managing Director are responsible<br />
for the preparation and fair presentation of these annual accounts<br />
in accordance with International Financial Reporting Standards, as<br />
adopted by the EU, and the <strong>Annual</strong> Accounts Act, and for such<br />
internal control as the Board of Directors and the Managing Director<br />
determine is necessary to enable the preparation of annual<br />
accounts and consolidated accounts that are free from material<br />
misstatement, whether due to fraud or error.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion on these annual<br />
accounts and consolidated accounts based on our audit. We<br />
conducted our audit in accordance with International Standards on<br />
Auditing and generally accepted auditing standards in Sweden.<br />
Those standards require that we comply with ethical requirements<br />
and plan and perform the audit to obtain reasonable assurance<br />
about whether the annual accounts and consolidated accounts are<br />
free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence<br />
about the amounts and disclosures in the annual accounts<br />
and consolidated accounts. The procedures selected depend on<br />
the auditor’s judgment, including the assessment of the risks of<br />
material misstatement of the annual accounts and consolidated<br />
accounts, whether due to fraud or error. In making those risk<br />
assessments, the auditor considers internal control relevant to the<br />
company’s preparation and fair presentation of the annual<br />
accounts and consolidated accounts in order to design audit procedures<br />
that are appropriate in the circumstances, but not for the<br />
purpose of expressing an opinion on the effectiveness of the<br />
company’s internal control. An audit also includes evaluating the<br />
appropriateness of accounting policies used and the reasonableness<br />
of accounting estimates made by the Board of Directors and<br />
the Managing Director, as well as evaluating the overall presentation<br />
of the annual accounts and consolidated accounts.<br />
We believe that the audit evidence we have obtained is sufficient<br />
and appropriate to provide a basis for our audit opinions.<br />
Opinions<br />
In our opinion, the annual accounts have been prepared in accordance<br />
with the <strong>Annual</strong> Accounts Act and present fairly, in all material<br />
respects, the financial position of the parent company as of 31<br />
December <strong>2012</strong> and of its financial performance and its cash flows<br />
for the year then ended in accordance with the <strong>Annual</strong> Accounts<br />
Act. The consolidated accounts have been prepared in accordance<br />
with the <strong>Annual</strong> Accounts Act and present fairly, in all material<br />
respects, the financial position of the group as of 31 December<br />
<strong>2012</strong> and of their financial performance and cash flows for the year<br />
then ended in accordance with International Financial Reporting<br />
Standards, as adopted by the EU, and the <strong>Annual</strong> Accounts Act.<br />
84 PEAB ANNUAL REPORT <strong>2012</strong><br />
The statutory administration <strong>report</strong> is consistent with the other parts<br />
of the annual accounts and consolidated accounts.<br />
We therefore recommend that the annual meeting of shareholders<br />
adopt the income statement and balance sheet for the parent<br />
company and the group.<br />
REPORT ON OTHER LEGAL AND REGULATORY<br />
REQUIREMENTS<br />
In addition to our audit of the annual accounts and consolidated<br />
accounts, we have also audited the proposed appropriations of the<br />
company’s profit or loss and the administration of the Board of<br />
Directors and the Managing Director of <strong>Peab</strong> AB for the year <strong>2012</strong>.<br />
Responsibilities of the Board of Directors and<br />
the Managing Director<br />
The Board of Directors is responsible for the proposal for appropriations<br />
of the company’s profit or loss, and the Board of Directors<br />
and the Managing Director are responsible for administration under<br />
the Companies Act.<br />
Auditor’s responsibility<br />
Our responsibility is to express an opinion with reasonable assurance<br />
on the proposed appropriations of the company’s profit or<br />
loss and on the administration based on our audit. We conducted<br />
the audit in accordance with generally accepted auditing standards<br />
in Sweden.<br />
As basis for our opinion on the Board of Directors’ proposed<br />
appropriations of the company’s profit or loss, we examined the<br />
Board of Directors’ reasoned statement and a selection of supporting<br />
evidence in order to be able to assess whether the proposal<br />
is in accordance with the Companies Act.<br />
As basis for our opinion concerning discharge from liability, in<br />
addition to our audit of the annual accounts and consolidated<br />
accounts, we examined significant decisions, actions taken and<br />
circumstances of the company in order to determine whether any<br />
member of the Board of Directors or the Managing Director is liable<br />
to the company. We also examined whether any member of the<br />
Board of Directors or the Managing Director has, in any other way,<br />
acted in contravention of the Companies Act, the <strong>Annual</strong> Accounts<br />
Act or the Articles of Association.<br />
We believe that the audit evidence we have obtained is sufficient<br />
and appropriate to provide a basis for our opinions.<br />
Opinions<br />
We recommend to the annual meeting of shareholders that the profit<br />
be appropriated in accordance with the proposal in the statutory<br />
administration <strong>report</strong> and that the members of the Board of Directors<br />
and the Managing Director be discharged from liability for the<br />
financial year.<br />
Förslöv, 3 April 2013<br />
Alf Svensson Thomas Thiel<br />
Authorized Public Accountant Authorized Public Accountant
A Nordic Community Builder:<br />
Sweden’s biggest infrastructure<br />
project for research<br />
Max IV Laboratory, Lund, December <strong>2012</strong>: <strong>Peab</strong> has initiated construction of the second<br />
stage of what is currently Sweden’s biggest infrastructure project for research ever, the Max IV<br />
Laboratory in Lund. A gigantic super microscope will make it possible to study different kinds of<br />
materials and their characteristics down to their most minute parts. Together with professors<br />
from Lund University and the architect firm Snøhetta <strong>Peab</strong> has developed several innovative<br />
solutions to meet the project’s greatest challenge; vibrations. The microscope’s synchronous<br />
light is a fourth of a strand of hair wide and needs to be kept perfectly still. The project is a model<br />
of sustainable construction in Europe. The facility, which will open in 2015, will be an important<br />
place for thousands of researchers in the Nordic region and Europe making it an essential part of<br />
a new research community.<br />
Read more about Max lV at www.peab.se/MAXIV.<br />
MAX IV<br />
Lund<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
85
CORPORATE GOVERNANCE<br />
Corporate governance <strong>report</strong><br />
Governance of the <strong>Peab</strong> Group is based on the Company Act and other<br />
relevant laws, <strong>Peab</strong>’s Articles of Association, the regulations for Nasdaq<br />
OMX Stockholm issuers and the Swedish Code of Corporate Governance.<br />
CORPORATE GOVERNANCE<br />
AND THE CODE<br />
The corporate governance <strong>report</strong> is not a<br />
part of the financial <strong>report</strong>s. The company’s<br />
auditors read the corporate governance<br />
<strong>report</strong> and acknowledge that a corporate<br />
governance <strong>report</strong> has been drawn up and<br />
that its legally stipulated information is<br />
consistent with the annual accounts and<br />
Group accounts.<br />
THE ANNUAL GENERAL MEETING<br />
AND THE NOMINATION PROCEDURE<br />
The <strong>Annual</strong> General Meeting (AGM) was<br />
held on 15 May <strong>2012</strong> at Grevieparken,<br />
Grevie. It was attended by 399 shareholders,<br />
representing over 76 percent of the<br />
votes, either personally or through representatives.<br />
The procedure of preparing the nomination<br />
of members of the Board of Directors<br />
(and where appropriate the auditors) for the<br />
AGM follows the nomination procedure<br />
established at the previous AGM.<br />
At the <strong>2012</strong> AGM the major shareholders<br />
recommended a nomination committee<br />
consisting of the Chairman of the Board of<br />
Directors and an additional three to four<br />
Board meetings, attendance <strong>2012</strong><br />
AMG elected members 30/1 14/2 2/4 15/5 15/5 1) 22/5 9/7 20/8 14/11<br />
Göran Grosskopf • • • • • • • • •<br />
Mats Paulsson • • • • • • • •<br />
Karl-Axel Granlund • • • • • • • • •<br />
Fredrik Paulsson • • • • • • • • •<br />
Svante Paulsson • • • • • • • • •<br />
Anne-Marie Pålsson • • • • • • • • •<br />
Anette Brodin Rampe • • • • • • • • •<br />
Lars Sköld • • • • • • • • •<br />
Employee representatives<br />
Patrik Svensson, member • • • • • • • • •<br />
Kim Thomsen, member • • • • •<br />
Lars Modin, member • • • • • • • •<br />
Lars Bergman, deputy • • •<br />
Monica Mattson, deputy • • • • • • • •<br />
1) Constitutional Board meeting<br />
• Attendance<br />
86 PEAB ANNUAL REPORT <strong>2012</strong><br />
members, of which two to three members<br />
should represent the major shareholders<br />
and one to two members should represent<br />
smaller shareholders. The AGM elected<br />
Malte Åkerström (reelection), Göran Grosskopf<br />
(reelection), Bengt Johansson (new<br />
election) and Magnus Swärdh (new election)<br />
to act as <strong>Peab</strong>’s nomination committee<br />
with Bengt Johansson as Chairman. The<br />
nomination committee’s proposals will be<br />
presented to shareholders in the notice to<br />
attend the 2013 AGM. An account of the<br />
work of the nomination committee will be<br />
available on <strong>Peab</strong>’s website.<br />
THE BOARD OF DIRECTORS<br />
AND ITS WORK<br />
According to <strong>Peab</strong>’s Articles of Association<br />
the Board of Directors must be made up of<br />
no fewer than five and no more than nine<br />
members in addition to the statutory<br />
employee representatives. The members of<br />
the Board of Directors are elected annually<br />
by the AGM. At the <strong>2012</strong> AGM the following<br />
persons were reelected as members of the<br />
Board of Directors:<br />
Göran Grosskopf<br />
Karl Axel Granlund<br />
Göran Grosskopf, Chairman of the Board<br />
Fredrik Paulsson<br />
Mats Paulsson<br />
Svante Paulsson<br />
Anne-Marie Pålsson<br />
Annette Brodin Rampe<br />
Lars Sköld<br />
Göran Grosskopf was appointed Chairman<br />
of the Board by the AGM.<br />
The following employee representatives<br />
were appointed by the employee unions<br />
at the <strong>2012</strong> AGM: Patrik Svensson, Kim<br />
Thomsen and Lars Modin (members), Lars
Auditors<br />
Information<br />
Election Shareholders<br />
Constitute the <strong>Annual</strong><br />
Election<br />
Information<br />
General Meeting<br />
Proposals<br />
Construction<br />
Bergman and Monica Mattson (deputies).<br />
The Board of Directors held nine meetings<br />
in <strong>2012</strong>, of which five were ordinary<br />
Board meetings (including the constitutional<br />
meeting). There were four were additional<br />
Board meetings, three were held per<br />
telephone and one was held per capsulam.<br />
Members of executive management<br />
have given <strong>report</strong>s at the Board meetings.<br />
The company auditor was present at two of<br />
the ordinary Board meetings. The Board’s<br />
work follows the work program adopted by<br />
the Board of Directors at the constitutional<br />
meeting. The Board evaluates its work on<br />
an annual basis.<br />
The members of the Board of Directors<br />
elected by the shareholders are compensated<br />
in accordance with decisions taken<br />
by the AGM.<br />
The majority of the AMG elected<br />
members of the Board of Directors (Göran<br />
Grosskopf, Karl-Axel Granlund, Anne-<br />
Marie Pålsson, Annette Brodin Rampe and<br />
Lars Sköld) are independent in relation to<br />
the company and executive management.<br />
They are also independent in relation to the<br />
company’s major owners. Mats Paulsson,<br />
Fredrik Paulsson and Svante Paulsson are<br />
regarded as dependent in relation to the<br />
company and executive management.<br />
THE AUDIT COMMITTEE<br />
Members in <strong>2012</strong><br />
Göran Grosskopf, Chairman<br />
Karl-Axel Granlund<br />
Fredrik Paulsson<br />
Mats Paulsson<br />
Svante Paulsson<br />
Anne-Marie Pålsson<br />
Annette Brodin Rampe<br />
Lars Sköld<br />
The audit committee prepares the work of<br />
the Board of Directors by ensuring the<br />
Goals<br />
Strategies<br />
Governance<br />
mechanisms<br />
Election<br />
Board of Directors<br />
Reports<br />
Internal audit<br />
CEO and<br />
Executive management<br />
Civil<br />
Engineering<br />
Industry<br />
CORPORATE GOVERNANCE<br />
Nomination<br />
Committee<br />
Finance committee<br />
Remuneration committee<br />
Audit committee<br />
Property<br />
Development<br />
quality of company financial <strong>report</strong>s, establishing<br />
guidelines for which other services<br />
besides auditing the company may procure<br />
from the company accountant, maintaining<br />
regular contact with the company accountant<br />
regarding the scope and focus as well as<br />
their view of company risks, evaluating the<br />
auditing work and informing the nomination<br />
committee of the evaluation and assisting<br />
the nomination committee in producing<br />
proposals for auditors and remuneration for<br />
auditing work. The auditing committee met<br />
twice in <strong>2012</strong>. All members of the committee<br />
attended, as did the company accountants.<br />
The audit committee regularly <strong>report</strong>s to the<br />
Board of Directors.<br />
THE FINANCE COMMITTEE<br />
Members in <strong>2012</strong><br />
Göran Grosskopf, Chairman,<br />
Karl-Axel Granlund<br />
Mats Paulsson<br />
The finance committee handles and makes<br />
decisions on financial matters in accordance<br />
with the Finance Policy established by<br />
the Board of Directors. Executive management<br />
representatives give <strong>report</strong>s to the<br />
finance committee meetings. The finance<br />
committee met nine times during <strong>2012</strong>. All<br />
members attended all meetings. The<br />
finance committee regularly <strong>report</strong>s to the<br />
Board of Directors.<br />
THE REMUNERATION COMMITTEE<br />
Members in <strong>2012</strong><br />
Göran Grosskopf, Chairman,<br />
Karl-Axel Granlund,<br />
Mats Paulsson<br />
The remuneration committee prepares<br />
guidelines and the framework for Group<br />
executives regarding salaries and other<br />
terms of employment. The remuneration<br />
committee met once in <strong>2012</strong>. All members<br />
Group functions<br />
of the committee participated. The remuneration<br />
committee regularly <strong>report</strong>s to the<br />
Board of Directors.<br />
REMUNERATION TO EXECUTIVE<br />
MANAGEMENT<br />
The <strong>2012</strong> <strong>Annual</strong> General Meeting<br />
approved the Remuneration Policy for<br />
executive management. The remuneration<br />
policy is available on <strong>Peab</strong>’s website, www.<br />
peab.se. Information about salaries and<br />
other remuneration to the CEO and<br />
members of executive management can be<br />
found in note 9 in the <strong>Annual</strong> Report, page<br />
56, and on our website.<br />
INCENTIVE PROGRAM<br />
<strong>Peab</strong> has no outstanding share or sharerelated<br />
incentive programs for the Board of<br />
Directors or the executive management.<br />
AUDITORS<br />
Under <strong>Peab</strong>’s articles of association one or<br />
two auditors with an equal number of deputies<br />
are elected by the AGM. At the AGM in<br />
2009 the following certified public accountants<br />
were elected until the AGM 2013:<br />
Accountants<br />
Alf Svensson, KPMG (reelection)<br />
Thomas Thiel, KPMG (new election)<br />
Deputy accountants<br />
Dan Kjellqvist, KPMG (reelection)<br />
David Olow, KPMG (new member)<br />
In addition to auditing, the accountants,<br />
deputy accountants and KPMG have only<br />
provided services for <strong>Peab</strong> in the form of<br />
accounting and tax advisement and certain<br />
analyses in connection with acquisitions<br />
and divestments over the last three years.<br />
GROUP MANAGEMENT<br />
The President and CEO leads the company<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
87
CORPORATE GOVERNANCE<br />
KUGGEN<br />
Gothenburg<br />
according to the framework established by<br />
the Board of Directors and is responsible for<br />
the administration and control of the Group.<br />
Executive management has during <strong>2012</strong><br />
consisted of the CEO, the Deputy CEO<br />
responsible for Finance and treasury, the<br />
Deputy CEOs and Business Area Managers<br />
of Construction, Civil Engineering, Industry<br />
and Property Development, the HR Director<br />
and the Head of Strategy.<br />
Executive management meetings are<br />
held once a month and address issues of<br />
strategy and tactics to improve operations.<br />
Heads of Group staff teams and other<br />
officers are called to attend meetings when<br />
needed.<br />
BUSINESS AREAS<br />
Group operations are run in four business<br />
areas: Construction, Civil Engineering,<br />
Industry and Property Development. Each<br />
business area has a management team led<br />
by the BA Manager and consisting otherwise<br />
of operational managers in the business<br />
area and staff members.<br />
GROUP STAFF<br />
Group staff, which supports both executive<br />
management and operations in the business<br />
areas, strategically and in day-to-day<br />
operations, is been divided into the<br />
following teams:<br />
Finance and treasury<br />
88 PEAB ANNUAL REPORT <strong>2012</strong><br />
HR<br />
Purchasing and logistics<br />
Strategy and business support<br />
Operations development<br />
Communication<br />
The staff teams work independently with<br />
defined goals and coordinate their work in<br />
dialogue with each other.<br />
BUSINESS GOVERNANCE<br />
Executive management sets overriding<br />
goals and strategies for the business in the<br />
Group’s business plan. This is then broken<br />
down and worked with in the different business<br />
areas that set up their own business<br />
plans for divisions, regions and companies.<br />
<strong>Peab</strong>’s organization is characterized by<br />
its clearly decentralized production focus<br />
and delegation of authority and responsibility<br />
in order to achieve efficient management<br />
and control in each business area.<br />
Control is ensured through a clear line<br />
of decision authority for every type of major<br />
decision which includes:<br />
the requirement for special approval by<br />
executive management, or an organ<br />
delegated by it, for the acquisition of<br />
development property,<br />
businesses and other major investments,<br />
predetermined levels for bidding<br />
for individual positions,<br />
centrally determined principles for<br />
board appointments and signing for the<br />
company.<br />
ETHICAL GUIDELINES<br />
<strong>Peab</strong> founded its ethical work on <strong>Peab</strong>’s<br />
core values; Down-to-earth, Developing,<br />
Personal and Reliable many years ago.<br />
These core values form the basis of<br />
“<strong>Peab</strong>’s Ethical Guidelines” established by<br />
executive management. We work continuously<br />
to spread and root <strong>Peab</strong>’s Ethical<br />
Guidelines throughout the organization.<br />
THE BOARD OF DIRECTORS’<br />
DESCRIPTION OF INTERNAL<br />
CONTROL AND RISK MANAGEMENT<br />
CONCERNING FINANCIAL REPORTING<br />
<strong>Peab</strong>’s Board of Directors is responsible for<br />
ensuring that there are efficient procedures<br />
for the management and control of the<br />
Group regarding financial <strong>report</strong>ing. The<br />
CEO is responsible for ensuring that internal<br />
control is organized and follows the guidelines<br />
laid down by the Board of Directors.<br />
There is a clear set of rules in the Group for<br />
the delegation of responsibility and authority<br />
which follows the Group’s operative structure.<br />
Financial steering and control is<br />
performed by Group Finance and treasury.<br />
The Board of Directors’ guidelines for<br />
internal control concerning financial<br />
<strong>report</strong>ing were laid down in the Internal
Control Policy. This policy establishes the<br />
way in which the internal control of financial<br />
<strong>report</strong>ing is organized, reviewed and<br />
assessed based on the following factors:<br />
Risk assessment<br />
Control environment<br />
Control structure<br />
Information and communication<br />
Evaluation/follow-up<br />
Executive management with the support of<br />
Group staff Finance and treasury are<br />
responsible for ensuring that all business<br />
units in the Group follow the policy. In <strong>2012</strong><br />
work on strengthening the central coordination<br />
of internal control and risk management<br />
was initiated. The CEO is responsible<br />
for ensuring that financial <strong>report</strong>ing is<br />
<strong>report</strong>ed to the Board of Directors at the<br />
first ordinary meeting of the Board of Directors<br />
after the end of every financial year.<br />
The Board of Directors has assessed<br />
the need for an internal auditing department<br />
and determined that the existing control<br />
structure together with the scope of the<br />
Group’s operations do not motivate establishment<br />
of an internal auditing department.<br />
DEVIATIONS FROM THE CODE<br />
<strong>Peab</strong> has elected to make the following<br />
deviations from the code:<br />
Code rule 9:2<br />
The Chairman of the Board may chair the<br />
remuneration committee.<br />
Other members elected by the AGM<br />
must be independent in relation to the<br />
company and Group management.<br />
Deviation<br />
Mats Paulsson, who is a member of the<br />
remuneration committee, is not independent<br />
in relation to the company and<br />
Group management.<br />
Explanation of the deviation<br />
The Board wishes to take advantage of the<br />
long and unique experience in matters of<br />
compensation for senior officers that founder<br />
and former CEO of <strong>Peab</strong>, Mats Paulsson,<br />
has. The majority of the members of the<br />
remuneration committee are independent in<br />
relation to the company and Group management<br />
and this is believed to guarantee the<br />
objectivity and independence of the remuneration<br />
committee.<br />
AUDITORS’ STATEMENT ON THE<br />
CORPORATE GOVERNANCE REPORT<br />
To the <strong>Annual</strong> General Meeting<br />
of <strong>Peab</strong> AB (publ) Company<br />
ID nr. 556061-4330<br />
The Board of Directors and the Chief Executive<br />
Officer are responsible for the corporate<br />
governance <strong>report</strong> <strong>2012</strong> on pages 86-89 and<br />
that it has been prepared according to the<br />
<strong>Annual</strong> Accounts Act.<br />
CORPORATE GOVERNANCE<br />
We have read the corporate governance<br />
<strong>report</strong> and based on this reading and our<br />
knowledge of the company and the Group<br />
we believe we have sufficient grounds for<br />
our statement. This means that our statutory<br />
review of the corporate governance<br />
<strong>report</strong> has a different focus and a much<br />
more narrow scope than compared to the<br />
focus and scope of an audit according to<br />
the International Standards on Auditing and<br />
the professional code for auditors in<br />
Sweden.<br />
In our opinion a corporate governance<br />
<strong>report</strong> has been prepared, and its legal contents<br />
agree with the annual accounts and<br />
Group accounts.<br />
Förslöv, 3 April 2013<br />
Alf Svensson<br />
Authorized Public Accountant<br />
Thomas Thiel<br />
Authorized Public Accountant<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
89
BOARD OF DIRECTORS<br />
Board of Directors<br />
Göran Grosskopf<br />
Born 1945. Appointed 2004.<br />
Professor, LLD and Dr Econ<br />
Chairman of the Board of <strong>Peab</strong><br />
AB, Ingka Holding BV, ColoPlus<br />
AB, Mats Paulsson’s Foundation<br />
and Medicon Village AB.<br />
Member of the boards of<br />
Appo Services AG and<br />
Birgma International SA.<br />
Formerly professor of tax law and<br />
working chairman of the board<br />
of Tetra Laval Group.<br />
Holding: 460,000 B shares<br />
Annette Brodin Rampe<br />
Born 1962. Appointed 2000.<br />
MSc (engineering)<br />
Senior Partner of Brunswick<br />
Group.<br />
Member of the boards of<br />
Ernströmgruppen AB, IVA´s<br />
Näringslivsråd and British<br />
Swedish Camber of Commerce.<br />
Formerly various positions in<br />
E.ON Sverige AB, Exxon Chemical<br />
Inc and CEO of Senea AB.<br />
Holding: 50,000 B shares<br />
Patrik Svensson<br />
Born 1969. Appointed 2007.<br />
Foreman Construction<br />
Sweden<br />
Employee representative<br />
Holding: None<br />
Karl-Axel Granlund<br />
Born 1955. Appointed 2000.<br />
MSc (economics), MSc<br />
(engineering)<br />
Principle owner and chairman<br />
of the board of Volito AB.<br />
Holding: 18,402,000 B shares<br />
Lars Sköld<br />
Born 1950. Appointed 2007.<br />
Chairman of the Boards of<br />
Kulturgastronomen AB,<br />
Södertuna slotts drift AB and<br />
Södertuna Konferensslott AB.<br />
Holding: 15,000 B shares<br />
Kim Thomsen<br />
Born 1965. Appointed 2008.<br />
Carpenter Construction<br />
Sweden<br />
Employee representative<br />
Holding: None<br />
Lars Modin<br />
Born 1957. Appointed 2011.<br />
Project Manager Construction<br />
Sweden<br />
Employee representative<br />
Holding: None<br />
Mats Paulsson<br />
Born 1944. Appointed 1992.<br />
Vice chairman of the Board<br />
of <strong>Peab</strong> AB.<br />
Member of the boards of<br />
Skistar AB, Mentor Sverige AB,<br />
Mats Paulsson’s Foundation<br />
and Medicon Village AB.<br />
Formerly various positions<br />
in <strong>Peab</strong> since 1959.<br />
Holding: 9,754,910 A shares<br />
37,255,750 B shares<br />
Fredrik Paulsson<br />
Born 1972. Appointed 2009.<br />
Member of the board and<br />
CEO of Kranpunkten i<br />
Skandinavien AB. Member<br />
of the board of Scandinavian<br />
Resort AB, Scandinavian<br />
Office Group AB, Stichting<br />
INGKA Foundation, Stichting<br />
IKEA Foundation and Stichting<br />
IMAS Foundation.<br />
Holding: 4,261,430 A shares,<br />
6,002,154 B shares<br />
Lars Bergman<br />
Born 1951. Appointed 2008.<br />
Civil Engineering worker<br />
Employee representative<br />
(deputy)<br />
Holding: None<br />
The holdings <strong>report</strong>ed were those on 28 February 2013. Holdings include those of spouses, children who are minors and private company holdings.<br />
90 PEAB ANNUAL REPORT <strong>2012</strong><br />
Svante Paulsson<br />
Born 1972. Appointed 2003.<br />
Project and Strategy Manager<br />
of Backahill AB.<br />
Member of the boards of<br />
Fabege AB, Bilia AB,<br />
Backahill AB, AB Cernelle<br />
and Rögle BK.<br />
Holding: 7,824,715 A shares<br />
1,350,705 B shares<br />
Anne-Marie Pålsson<br />
Born 1951. Appointed 2011.<br />
MA University of California,<br />
Ph.D.Economics from Lund<br />
University<br />
Vice chairman of the Board<br />
Länsförsäkringar Skåne.<br />
Member of the board of<br />
GLB AB.<br />
Holding: 3,000 B shares<br />
Monica Mattsson<br />
Born 1952. Appointed 2011.<br />
Credit coordinator<br />
Employee representative<br />
(deputy)<br />
Holding: None
Executive management<br />
Jesper Göransson<br />
CEO and acting President<br />
Acting BA Manager<br />
Construction<br />
CFO<br />
Born 1971<br />
Employed since 1996<br />
Holding: 412,000 B shares<br />
Roger Linnér<br />
BA Manager Civil<br />
Engineering<br />
Operative Manager BA<br />
Construction<br />
Born 1970<br />
Employed since 1996<br />
Holding: None<br />
Auditors<br />
Alf Svensson<br />
Born 1949<br />
Authorized public accountant,<br />
KPMG.<br />
Auditor in <strong>Peab</strong> AB since 2007.<br />
Niclas Winkvist<br />
Strategy and business<br />
support<br />
Born 1966<br />
Employed since 1995<br />
Holding: 90,000 B shares<br />
Karl-Gunnar Karlsson<br />
BA Manager Industry<br />
Born 1956<br />
Employed since 2003<br />
Holding: 16,450 B shares<br />
Thomas Thiel<br />
Born 1947<br />
Authorized public accountant,<br />
KPMG.<br />
Auditor in <strong>Peab</strong> AB since 2009.<br />
Deputy auditors<br />
Dan Kjellqvist, Authorized public accountant, KPMG and David Olow, Authorized public accountant, KPMG.<br />
EXECUTIVE MANAGEMENT AND AUDITORS<br />
Tina Hermansson Berg<br />
Human Resources, safety<br />
and ethics<br />
Born 1969<br />
Employed since <strong>2012</strong><br />
Holding: 3,200 B shares<br />
Tomas Anderson<br />
BA Manager Property<br />
Development<br />
Born 1956<br />
Employed since 1996<br />
Holding: 35,100 B shares<br />
The holdings <strong>report</strong>ed were those on 28 February 2013. Holdings include those of spouses, children who are minors and private company holdings.<br />
Tore Hallersbo<br />
Deputy CEO<br />
Manager Division Norway,<br />
Finland and Special Projects<br />
in BA Construction<br />
Born 1955<br />
Employed since 2005<br />
Holding: None<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
91
THE PEAB SHARE<br />
A weak year on the stock market<br />
<strong>Peab</strong>’s B share is listed on the NASDAQ OMX Stockholm, LargeCap.<br />
As of 31 December <strong>2012</strong> the total market capital of <strong>Peab</strong> was<br />
SEK 9.2 billion (10.3).<br />
TRADING IN THE PEAB SHARE<br />
As of 31 December <strong>2012</strong> the closing price<br />
of the <strong>Peab</strong> share was SEK 31.04, which<br />
was a 9.5 percent decrease during the<br />
year. The Swedish Stock Exchange,<br />
measured by the OMX Nordic Stockholm,<br />
increased in <strong>2012</strong> by 10.5 percent. In <strong>2012</strong>,<br />
the <strong>Peab</strong> share was quoted at a maximum<br />
of SEK 39.70 and a minimum of SEK 28.91<br />
and 69 million shares (111) were traded,<br />
which is equivalent to 274,000 shares per<br />
trading day (412,000).<br />
SHARES AND SHARE CAPITAL<br />
The total number of shares at the beginning<br />
of <strong>2012</strong> was 296,049,730 divided into<br />
34,319,957 A shares with 10 voting rights<br />
per share and 261,729,773 B shares with<br />
1 voting right per share. The share capital<br />
amounted to SEK 1,583.9 million.<br />
At the end of <strong>2012</strong> the number of A<br />
shares was 34,319,957 representing 11.6<br />
percent (11.6) of capital and 56.7 percent<br />
(56.7) of the votes and the number of B<br />
shares was 261,729,773 representing 88.4<br />
percent (88.4) of capital and 43.3 percent<br />
(43.3) of the votes.<br />
Price trend of the <strong>Peab</strong> share<br />
2 Januari <strong>2012</strong> – 29 February 2013<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB<br />
<strong>2012</strong> 2013<br />
<strong>Peab</strong>’s B Share<br />
No. of shares traded<br />
OMX Stockholm PI<br />
SX201030 Construction & Engineering PI<br />
(including after-hours trading)<br />
Source: SIX Telekurs<br />
92 PEAB ANNUAL REPORT <strong>2012</strong><br />
Information on share capital development<br />
over time is available at www.peab.com.<br />
CONVERTIBLE PROMISSORY NOTES<br />
Convertibles 2007/<strong>2012</strong> matured on 30<br />
November <strong>2012</strong>. There have been no<br />
conversions to shares and the loan has<br />
been paid in full.<br />
HOLDINGS OF OWN SHARES<br />
At the beginning of <strong>2012</strong> <strong>Peab</strong>’s own B<br />
share holding was 1,086,984 which corresponds<br />
to 0.4 percent of the total number of<br />
shares. <strong>Peab</strong>’s <strong>Annual</strong> General Meeting on<br />
15 May <strong>2012</strong> resolved to authorise the<br />
Board to, during the period until the next<br />
<strong>Annual</strong> General Meeting, acquire shares so<br />
that the company would have at most 10<br />
percent of the total shares in <strong>Peab</strong> AB. No<br />
own shares were repurchased or divested<br />
in <strong>2012</strong>, which means that <strong>Peab</strong>’s holding<br />
of own shares at the end of <strong>2012</strong> amounted<br />
to 1,086,984 B shares.<br />
DIVIDEND<br />
A dividend of SEK 1.60 (2.10) per share is<br />
proposed for <strong>2012</strong>. Calculated as a<br />
<strong>Peab</strong> share, total return<br />
31 December 2007 – 31 December <strong>2012</strong><br />
150<br />
125<br />
100<br />
75<br />
50<br />
25<br />
percentage of the Group’s <strong>report</strong>ed profit<br />
after tax the proposed dividend amounts to<br />
65 percent (66), which is in line with the<br />
dividend financial target. The direct return<br />
calculated on the proposed dividend and at<br />
the closing price on 31 December <strong>2012</strong> is<br />
5.2 percent (6.1).<br />
0<br />
2007 2008 2009 2010 2011 <strong>2012</strong> 2013<br />
<strong>Peab</strong> total return<br />
SIXRX<br />
Source: SIX Telekurs
List of shareholders on 28 February 2013<br />
A shares B shares<br />
Total<br />
number<br />
of shares<br />
THE PEAB SHARE<br />
Proportion<br />
of<br />
capital, %<br />
Proportion<br />
of<br />
votes, %<br />
Mats Paulsson with companies 9,754,910 37,255,750 47,010,660 15.9 22.3<br />
Karl-Axel Granlund with family and companies 18,402,000 18,402,000 6.2 3.0<br />
Folksam 11,400,000 11,400,000 3.9 1.9<br />
Anita Paulsson with family and companies 4,261,431 6,013,905 10,275,336 3.5 8.0<br />
Fredrik Paulsson with family and companies 4,261,430 6,002,154 10,263,584 3.5 8.0<br />
Svante Paulsson with family and companies 7,824,715 1,350,705 9,175,420 3.1 13.2<br />
Sara Karlsson with family and companies 7,881,948 863,299 8,745,247 3.0 13.2<br />
Kamprad family foundation 8,581,236 8,581,236 2.9 1.4<br />
<strong>Peab</strong>’s profit-share foundation 7,803,432 7,803,432 2.6 1.3<br />
Länsförsäkringar Funds 5,514,810 5,514,810 1.8 0.9<br />
Lannebo Fonder 5,512,029 5,512,029 1.8 0.9<br />
Handelsbanken Funds 4,891,231 4,891,231 1.6 0.8<br />
Danica Pension 4,276,300 4,276,300 1.4 0.7<br />
Swedbank Robur Funds 3,533,099 3,533,099 1.2 0.6<br />
SEB Investment Management 3,417,095 3,417,095 1.2 0.6<br />
Foreign shareholders 29,905,229 29,905,229 10.1 4.9<br />
Others 335,523 105,920,515 106,256,038 35.9 18.1<br />
Number of outstanding shares 34,319,957 260,642,789 294,962,746<br />
<strong>Peab</strong> AB 1,086,984 1,086,984 0.4 0.2<br />
Number of registered shares 34,319,957 261,729,773 296,049,730 100.0 100.0<br />
Data per share<br />
<strong>2012</strong> 2011<br />
Earnings, SEK 2.47 3.26<br />
– after dilution 2.47 3.26<br />
Equity, SEK 27.07 26.94<br />
– after dilution 27.07 28.10<br />
Cash flow before financing, SEK 0.34 –3.71<br />
– after dilution 0.33 –3.60<br />
Share price at year-end, SEK 31.04 34.30<br />
Share price/equity, % 114.7 127.3<br />
Dividend, SEK 1) 1.60 2.10<br />
Direct return, % 2) 5.2 6.1<br />
P/E-ratio 2) 1) For <strong>2012</strong>, Board of Directors’ proposal to the AGM<br />
2) Based on closing price at year-end<br />
13 11<br />
Earnings and dividend per share<br />
SEK SEK<br />
8<br />
4<br />
1)<br />
6<br />
4<br />
2<br />
0<br />
2008<br />
2009<br />
2010<br />
2011<br />
<strong>2012</strong><br />
Equity per share Dividend per share<br />
Equity per share<br />
SEK<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
2008<br />
2009<br />
2010<br />
2011<br />
<strong>2012</strong><br />
Shares and votes per share class 3)<br />
Share class Number<br />
Shareholder categories, proportion<br />
of capital 3)<br />
31%<br />
13%<br />
1) For <strong>2012</strong>, Board of Directors’ proposal to the AGM 3) Per 2013-02-28<br />
3<br />
2<br />
1<br />
0<br />
4%<br />
17%<br />
35%<br />
Number<br />
of votes<br />
Shareholder categories, proportion<br />
of votes 3)<br />
6%<br />
28%<br />
2%<br />
Proportion of<br />
capital, %<br />
8%<br />
Proportion of<br />
votes, %<br />
A 34,319,957 10 11.6 56.7<br />
B 261,729,773 1 88.4 43.3<br />
Total 296,049,730 100.0 100.0<br />
Financial companies and trust funds<br />
Other Swedish legal entities<br />
Allocation of shareholdings3) Number<br />
Number of Proportion<br />
of shares<br />
shareholders of capital, %<br />
Interest organizations<br />
Foregin shareholders<br />
Proportion<br />
of votes, %<br />
1– 500 14,440 1.0 0.5<br />
501– 1 000 5,495 1.6 0.8<br />
1 001– 5 000 8,101 6.8 3.3<br />
5 001– 10 000 1,598 3.9 1.9<br />
10 001– 15 000 718 2.9 1.4<br />
15 001– 20 000 269 1.6 0.8<br />
20 001– 745 82.2 91.3<br />
31,366 100.0 100.0<br />
3) Per 2013-02-28<br />
56%<br />
Swedish private persons<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
93
FIVE-YEAR OVERVIEW<br />
Group<br />
MSEK <strong>2012</strong> 2011 2010 2009 1) 1) 2) 2008<br />
Income statement items<br />
Net sales 46,840 43,539 38,045 34,868 34,132<br />
Operating profit 1,055 1,505 1,503 1,573 1,349<br />
Pre-tax profit 813 1,195 1,513 1,619 1,014<br />
Profit for the year 725 943 1,190 1,301 1,093<br />
Balance sheet items<br />
Fixed assets 9,786 10,850 9,657 8,982 8,192<br />
Current assets 22,287 20,499 17,923 17,632 17,500<br />
Total assets 32,073 31,349 27,580 26,614 25,692<br />
Equity 7,984 7,947 7,673 7,563 6,370<br />
Non-controlling interests 1 0 0 43 92<br />
Long-term liabilities 7,759 8,208 6,061 6,060 5,897<br />
Current liabilities 16,329 15,194 13,846 12,948 13,333<br />
Total equity and liabilities 32,073 31,349 27,580 26,614 25,692<br />
Key ratios<br />
Operating margin, percent 2.3 3.5 4.0 4.5 4.0<br />
Profit margin, percent 2.8 3.8 4.6 5.4 4.5<br />
Return on equity, percent 9.2 12.1 15.6 18.7 21.9<br />
Capital employed 16,618 17,094 14,712 15,440 13,277<br />
Return on capital employed, percent 7.7 10.5 11.7 13.1 17.3<br />
Equity/assets ratio, percent 24.9 25.4 27.8 28.6 25.2<br />
Net debt –6,470 –6,626 –5,719 –4,571 –4,042<br />
Debt/equity ratio, multiple –0.8 –0.8 –0.7 –0.6 –0.6<br />
Interest coverage ratio, multiple 2.9 4.3 7.6 7.5 5.9<br />
Capital expenditures<br />
Goodwill 14 79 –6 –23 1,446<br />
Other intangible assets 2 47 –1 266 232<br />
Buildings and land 57 –234 46 896 969<br />
Machinery and equipment 847 1,014 496 278 2,827<br />
Shares and participations –487 231 773 576 –222<br />
Project and development properties 822 273 797 518 914<br />
Orders<br />
Orders received 38,743 37,986 34,764 30,393 32,269<br />
Order backlog 28,056 28,378 27,063 24,487 24,233<br />
Personnel<br />
Average number of employees 14,825 14,560 13,541 13,633 11,945<br />
Data per share<br />
Earnings, SEK 2.47 3.26 4.11 4.52 6.56<br />
after completed subscription and conversion 2.47 3.26 4.10 4.52 6.45<br />
Cash flow, SEK 3.30 –3.71 –1.09 2.76 –7,59<br />
after completed subscription and conversion 3.21 –3.60 –1.06 2.68 –7,20<br />
Equity, SEK 27.07 26.94 26.76 25.98 22.86<br />
after completed subscription and conversion 27.07 28.10 27.93 27.13 24.13<br />
Share price at year-end, SEK 31.04 34.30 57.25 46.00 21.60<br />
Ordinary dividend, SEK 3) 1.60 2.10 2.60 2.50 2.25<br />
Number of shares at year-end, millions 295.0 295.0 286.7 291.1 278.7<br />
after completed subscription and conversion 295.0 303.8 295.5 299.9 287.5<br />
Average number of outstanding shares, millions 295.0 288.9 288.6 286.7 166.6<br />
after completed subscription and conversion 303.0 297.7 297.4 295.4 175.5<br />
1) From 1 January 2010 <strong>Peab</strong> applies IFRIC 15, Agreements for the Construction of Real Estate, in <strong>report</strong>ing. As a result of the new principle IAS 18, Revenue, will be applied to<br />
<strong>Peab</strong>’s housing projects in Finland and Norway as well as <strong>Peab</strong>’s own single homes in Sweden. Revenue from these projects will be recognized first when the home is handed<br />
over to the buyer. The comparable items for 2009 below have been recalculated according to the changed accounting principle. 2008 have not been recalculated.<br />
2) <strong>Peab</strong> Industri was distributed to the shareholders in 2007. <strong>Peab</strong> Industri was repurchased in December 2008. <strong>Peab</strong> Industri is included in the balance sheet per 31 December<br />
2008. <strong>Peab</strong> Industri is not included in the income statment for 2008.<br />
3) For <strong>2012</strong>, the Board of Directors’ proposal to the AGM.<br />
94 PEAB ANNUAL REPORT <strong>2012</strong>
Financial definitions<br />
Capital employed<br />
Total assets at year-end less non-interest-bearing<br />
operating liabilities and provisions.<br />
Cash flow per share<br />
Cash flow per share calculated as the total of<br />
the cash flow from current operations and cash<br />
flow from investment activities divided by the<br />
average number of outstanding shares during<br />
the year.<br />
Net debt/equity ratio<br />
Interest-bearing net debt in relation to equity.<br />
Direct return<br />
Dividend as a percentage of the share price at<br />
year-end.<br />
Earnings per share<br />
Profit for the period attributable to shareholders<br />
in parent company divided by the average number<br />
of outstanding shares during the period.<br />
Equity/assets ratio<br />
Equity as a percentage of total assets at yearend.<br />
Equity per share<br />
Equity attributable to shareholders in parent<br />
company divided by the number of outstanding<br />
shares at the end of the period.<br />
Interest coverage ratio<br />
Pre-tax profit items plus interest expenses in<br />
relation to interest expenses.<br />
Net assets (+) / Net debt (-)<br />
Interest-bearing liabilities including provisions for<br />
pensions less liquid and interest-bearing assets.<br />
Operating margin<br />
Operating profit as a percentage of net sales.<br />
BRF KAJPLATSEN AND BRF HAMNPIREN<br />
Färjestaden<br />
Order backlog<br />
The value of the remaining income in ongoing<br />
production plus orders recieved yet to be produced.<br />
Orders received<br />
The sum of orders received during the year.<br />
P/E ratio<br />
Share price at year-end divided by earnings per<br />
share.<br />
Profit margin<br />
Pre-tax profit items plus financial expenses as a<br />
percentage of net sales.<br />
Return on capital employed<br />
Pre-tax profit items plus financial expenses as a<br />
percentage of average capital employed.<br />
Return on equity<br />
Profit for the period attributable to shareholders<br />
in parent company divided by average equity<br />
attributable to shareholders in parent company.<br />
Construction related<br />
definitions<br />
Contract amount<br />
The amount stated in the contract for contract<br />
work excluding VAT.<br />
Fixed price<br />
Contract to be carried out for a fixed price without<br />
the contractor being able to alter it, unless<br />
the client makes changes to the contract or<br />
makes supplementary orders.<br />
General contract<br />
Contract work where the contractor carries out<br />
construction and appoints and is responsible for<br />
subcontractors on the basis of documentation<br />
provided by the client.<br />
DEFINITIONS<br />
<strong>Peab</strong> Partnering<br />
A type of collaboration which is similar to <strong>Peab</strong>’s<br />
Trust-based contracts. The difference is that<br />
partnering requires whole-hearted collaboration<br />
by two or more equal partners during all phases<br />
of the construction process. Partnering is suitable<br />
for customers who want to be, can and are<br />
actively involved from start to finish.<br />
<strong>Peab</strong>’s Trust-based contracts<br />
A type of collaboration between <strong>Peab</strong> and the<br />
customer involving collaboration at an early<br />
stage, shared goals and decisions and complete<br />
openness in processes and systems such as<br />
finance and purchasing. To start with, the customer<br />
presents his/her requirements and then<br />
<strong>Peab</strong> comes up with a proposal. Customers are<br />
not as closely involved in the construction process<br />
in <strong>Peab</strong>’s Trust-based contracts as they are in<br />
<strong>Peab</strong> Partnering.<br />
PGS<br />
PGS stands for <strong>Peab</strong> Gemensamt System<br />
(<strong>Peab</strong>’s General System) and refers to standardized<br />
construction elements manufactured in<br />
<strong>Peab</strong>’s own factories or by partners. PGS means<br />
industrial construction from fabrication to final<br />
mounting.<br />
Project and development property<br />
Holdings of unimproved land and decontamination<br />
property for future development, real estate<br />
with buildings for project development or<br />
improvement and thereafter sales within <strong>Peab</strong>’s<br />
normal operation cycle.<br />
Project development<br />
Finding project and development properties in<br />
the market and developing these into complete<br />
projects.<br />
Total contract<br />
Contract work where the contractor, in addition<br />
to building, is also responsible for planning the<br />
project.<br />
KUGGEN<br />
Gothenburg<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
95
ANNUAL GENERAL MEETING<br />
Welcome to <strong>Peab</strong>’s <strong>Annual</strong> General Meeting<br />
TIME AND LOCATION<br />
The <strong>Annual</strong> General Meeting of <strong>Peab</strong> AB<br />
will be held at 3 p.m. on Tuesday 14 May<br />
2013, Grevieparken in Grevie, Sweden.<br />
NOTIFICATION<br />
Notification of participation in the <strong>Annual</strong><br />
General Meeting must be submitted at the<br />
latest by 2 p.m. on Tuesday 7 May 2013.<br />
Notification may be submitted by telephone<br />
to +46 431 893 50, by mail to <strong>Peab</strong> <strong>Annual</strong><br />
General Meeting, c/o Euroclear Sweden<br />
AB, Box 7841, SE-103 98 Stockholm, or via<br />
the company’s website at www.peab.se. To<br />
participate in the <strong>Annual</strong> General Meeting<br />
shareholders must be registered in the<br />
share register kept by Euroclear Sweden<br />
ANNUAL GENERAL MEETING <strong>2012</strong><br />
Grevie<br />
96 PEAB ANNUAL REPORT <strong>2012</strong><br />
AB by Tuesday 7 May 2013 at the latest.<br />
Shareholders who have registered their<br />
shares in trust must have registered such<br />
shares in their own names at the latest by<br />
this date. Shareholders should request<br />
trustees to undertake such registering a<br />
few days in advance.<br />
DIVIDEND<br />
The Board of Directors proposes to the<br />
<strong>Annual</strong> General Meeting an ordinary dividend<br />
of SEK 1.60 per share for <strong>2012</strong>. The<br />
proposed record day is Friday 17 May<br />
2013. If the <strong>Annual</strong> General Meeting<br />
approves the proposal submitted, dividends<br />
will be distributed from Euroclear Sweden<br />
AB on wednesday 22 May 2013.<br />
Dividends as a percent of profit<br />
1), 2)<br />
after tax<br />
%<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
Goal >50%<br />
0<br />
2009 2010 2010 2011 <strong>2012</strong><br />
1) According to legal <strong>report</strong>ing<br />
2) For <strong>2012</strong>, Board of Directors’ proposal
Financial information<br />
Follow <strong>Peab</strong> quarter by quarter<br />
When <strong>Peab</strong> publishes our quarterly <strong>report</strong>s we also present the financial<br />
results for the previous quarter and a description of the current situation.<br />
The link to the presentations can be found at www.<strong>Peab</strong>.com/About-<strong>Peab</strong>/<br />
Financial-information/.<br />
Analysts who follow <strong>Peab</strong><br />
Company Name Email<br />
ABG Sundal Collier Fredric Cyon fredric.cyon@abgsc.se<br />
Carnegie Tobias Kaj tobias.kaj@carnegie.se<br />
Danske Bank Peter Trigarszky peter.trigarszky@danskebank.se<br />
DNB Simen Mortensen simen.mortensen@dnb.no<br />
Handelsbanken Albin Sandberg alsa06@handelsbanken.se<br />
Nordea Jonas Andersson jonas.l.andersson@nordea.com<br />
SEB Enskilda Stefan Andersson stefan.andersson@enskilda.se<br />
Swedbank Niclas Höglund niclas.hoglund@swedbank.se<br />
Head office<br />
<strong>Peab</strong> AB<br />
SE-260 92 Förslöv, (Margretetorpsvägen 84), Tel +46 431-890 00, Fax +46 431-45 17 00<br />
<strong>Peab</strong> Sverige AB<br />
Business area Construction<br />
Box 808<br />
169 29 Solna<br />
(Gårdsvägen 6)<br />
Sweden<br />
Tel +46 8-623 68 00<br />
Fax +46 8-623 20 60<br />
<strong>Peab</strong> Anläggning AB<br />
Business area Civil Engineering<br />
260 92 Förslöv<br />
(Margretetorpsvägen 84)<br />
Sweden<br />
Tel +46 431-890 00<br />
Fax +46 431-45 15 08<br />
<strong>Peab</strong> Industri AB<br />
Business area Industry<br />
401 80 Göteborg<br />
(Anders Personsgatan 2)<br />
Sweden<br />
Tel +46 31-700 84 00<br />
Fax +46 31-700 84 20<br />
SHARE HOLDER INFORMATION AND ADDRESSES<br />
At peab.com we continually provide current information on the company,<br />
financial results and how our share is developing. Financial <strong>report</strong>s and<br />
publications can be downloaded there as well. They can also be ordered<br />
by contacting: <strong>Peab</strong> AB, SE-260 92 Förslöv, Sweden,<br />
Tel +46 431-890 00, Fax +46 431-45 19 75.<br />
<strong>Peab</strong> Fastighetsutveckling AB<br />
Business area<br />
Property Development<br />
Box 808<br />
169 28 Solna<br />
(Gårdsvägen 6)<br />
Sweden<br />
Tel +46 8-623 68 00<br />
Fax +46 8-623 20 60<br />
Shareholder information<br />
ANNUAL CALENDAR 2013<br />
First Quarter Report 14 May<br />
<strong>Annual</strong> General Meeting 14 May<br />
Second Quarter Report 20 August<br />
Third Quarter Report 14 November<br />
Year-end Report 2013 13 February 2014<br />
SHAREHOLDER CONTACT<br />
Jesper Göransson, CEO and acting President<br />
Tel +46 431-891 94,<br />
jesper.goransson@peab.se<br />
Gösta Sjöström, CIO<br />
Tel +46 733-37 10 10,<br />
gosta.sjostrom@peab.se<br />
<strong>Peab</strong> AS<br />
Postboks 93 Røa<br />
NO-0701 Oslo<br />
Norway<br />
(Sørkedalsveien 150A, 0754 Oslo)<br />
Tel +47 09 099<br />
Fax +47 23 30 30 01<br />
<strong>Peab</strong> Oy<br />
Sentnerikuja 5<br />
FIN-00440 Helsingfors<br />
Finland<br />
Tel +358 207 606 200<br />
Fax +358 207 606 206<br />
PEAB ANNUAL REPORT <strong>2012</strong><br />
97
GOTHIA TOWERS<br />
Gothenburg<br />
peab.com<br />
GOTHIA TOWERS<br />
Gothenburg<br />
<strong>Peab</strong> AB (publ) SE-260 92 Förslöv Tel +46 431-890 00 Fax +46 431-45 17 00 www.peab.com<br />
www.grayling.se