PDF, 4MB - Panalpina Annual Report 2012
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<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong><br />
www.panalpina.com/ar<strong>2012</strong>
<strong>Panalpina</strong> at a glance<br />
The <strong>Panalpina</strong> Group is one of the world’s leading providers<br />
of supply chain solutions. The company combines its core<br />
products of Air Freight, Ocean Freight, and Logistics to deliver<br />
globally integrated, tailor-made end-to-end solutions.<br />
Drawing on in-depth industry know-how and customized IT<br />
systems, <strong>Panalpina</strong> manages the needs of its customers’<br />
supply chains, no matter how demanding they might be.<br />
The <strong>Panalpina</strong> Group operates a global network with some<br />
500 offices in more than 80 countries, and it works with<br />
partner companies in a further 80 countries. <strong>Panalpina</strong><br />
employs around 15,000 people worldwide who deliver a<br />
comprehensive service to the highest quality standards -<br />
wherever and whenever.<br />
Vision<br />
We deliver reliable supply chain solutions that provide value<br />
to our customers – every time.<br />
Core values<br />
Performance – is our continuous commitment to long-term<br />
sustainable development and financial success: We aspire<br />
to out-play competition.<br />
Integrity – is the compass which drives our behavior and<br />
attitude towards each other and our customers: We keep<br />
our promises and comply with the rules.<br />
Professionalism – is how we create value for our customers<br />
through our solutions and by anticipating their business<br />
needs: We know our business and create value for our<br />
stakeholders.
Contents<br />
1<br />
Facts and Figures 2<br />
Investing in <strong>Panalpina</strong> 4<br />
Letter to Shareholders 6<br />
Group <strong>Report</strong><br />
Strategy and Results 8<br />
Regions 18<br />
Product Divisions 20<br />
Value Creation and Sustainability<br />
Global Network 22<br />
Industry Verticals 24<br />
Compliance and Corporate Culture 27<br />
Employees 28<br />
Information Technology 30<br />
Procurement 31<br />
Quality, Health, Safety and Environment 32<br />
Security 36<br />
Corporate Governance and Responsibilities<br />
Social Commitments 37<br />
Corporate Management 38<br />
A Passion for Solutions 52<br />
Financial <strong>Report</strong><br />
Consolidated Financial Statements 68<br />
<strong>Annual</strong> Financial Statements 138<br />
GRI 146<br />
Imprint 147<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
2<br />
Facts and Figures<br />
Key figures Net forwarding revenue of CHF 6,617<br />
million Gross profit of CHF 1,465 million Net working<br />
capital intensity of 1.7% Forwarding volumes:<br />
801,000 tons in Air Freight (–6% year on year) and<br />
1,388,000 TEU in Ocean Freight (+6% year on year)<br />
Logistics: more than 1.2 million square meters warehousing<br />
space under management<br />
Net forwarding revenue per region<br />
<strong>2012</strong><br />
Net forwarding revenue per product division<br />
<strong>2012</strong><br />
47 %<br />
Europe, Middle<br />
East, Africa<br />
and CIS<br />
18 %<br />
Asia Pacific<br />
35 %<br />
Americas<br />
47 %<br />
Air Freight<br />
14 %<br />
Logistics<br />
39 %<br />
Ocean Freight<br />
Energy balance by energy category<br />
Gigajoule<br />
CO2 emission by scope and activity<br />
Tons of CO2 equivalent<br />
280,000<br />
240,000<br />
200,000<br />
160,000<br />
120,000<br />
80,000<br />
40,000<br />
242,000<br />
81,000<br />
171,000<br />
40,000<br />
30,000<br />
25,000<br />
20,000<br />
15,000<br />
10,000<br />
5,000<br />
32,023<br />
5,297<br />
12,362<br />
0<br />
Electricity<br />
Heating<br />
Owned vehicles<br />
0<br />
Electricity<br />
Heating<br />
Owned vehicles<br />
Indirect renewable energy<br />
Indirect energy<br />
Direct energy<br />
Direct CO2 emission<br />
Indirect CO2 emission<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Facts and Figures<br />
3<br />
Five-year development<br />
Net forwarding revenue<br />
Million CHF<br />
Gross profit<br />
Million CHF<br />
9,000<br />
7,500<br />
6,000<br />
4,500<br />
8,878<br />
5,958<br />
7,164<br />
6,500<br />
6,617<br />
1,900<br />
1,750<br />
1,600<br />
1,450<br />
1,742<br />
1,377<br />
1,480<br />
1,477<br />
1,465<br />
3,000<br />
1,300<br />
1,500<br />
1,150<br />
0<br />
08<br />
09<br />
10<br />
11<br />
12<br />
1,000<br />
08<br />
09<br />
10<br />
11<br />
12<br />
EBIT<br />
Million CHF<br />
Consolidated profit<br />
Million CHF<br />
200<br />
160<br />
193<br />
174<br />
160<br />
120<br />
114<br />
127<br />
120<br />
80<br />
80<br />
40<br />
40<br />
30<br />
0<br />
10<br />
– 26<br />
– 70<br />
0<br />
15<br />
– 37<br />
– 40<br />
– 40<br />
08<br />
09<br />
10<br />
11<br />
12<br />
– 80<br />
08<br />
09<br />
10<br />
11<br />
12<br />
Shareholders’ equity<br />
Million CHF<br />
900<br />
750<br />
871<br />
864<br />
812<br />
915<br />
750<br />
600<br />
450<br />
300<br />
150<br />
0<br />
08<br />
09<br />
10<br />
11<br />
12<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
4 Investing in <strong>Panalpina</strong><br />
Solid and secure – With its robust financial health,<br />
<strong>Panalpina</strong> is able to cope with this moderate business<br />
year. Thanks to its asset-light business model and its<br />
worldwide network, <strong>Panalpina</strong> can quickly react to customer<br />
needs with first-class, customized supply chain<br />
solutions. <strong>Panalpina</strong> stands for value-creating continuity<br />
and can optimistically face the challenges in the global<br />
logistics market.<br />
Share<br />
information<br />
Share symbol<br />
PWTN<br />
Reuters<br />
PWTN.S<br />
Bloomberg<br />
PWTN SW<br />
Trading exchange<br />
SIX<br />
Fiscal year ends December 31<br />
Valoren-Nr. 000216808<br />
ISIN<br />
CH0002168083<br />
Share register<br />
SIS Aktienregister AG, Olten, Switzerland<br />
Share price<br />
development<br />
in comparison<br />
to SPI<br />
120 %<br />
110 %<br />
100 %<br />
90 %<br />
80%<br />
Dec 31,<br />
2011<br />
Mar 1 May 1 Jul 1 Sep 1 Nov 1 Dec 31,<br />
<strong>2012</strong><br />
<strong>Panalpina</strong> World Transport<br />
Swiss Performance Index (SPI)<br />
Financial<br />
calendar<br />
January 1 to December 31<br />
May 7, 2013<br />
May 15, 2013<br />
July 26, 2013<br />
October 25, 2013<br />
Financial year<br />
First-quarter results<br />
<strong>Annual</strong> General Meeting<br />
Half-year results<br />
Third-quarter results<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Investing in <strong>Panalpina</strong><br />
5<br />
Key figures<br />
<strong>2012</strong> 2011 Change %<br />
Net forwarding revenue million CHF 6,617 6,500 + 1.8<br />
Gross profit million CHF 1,465 1,477 – 0.8<br />
EBITDA million CHF 37 212 – 82.8<br />
EBIT million CHF – 37 174 –121.5<br />
Consolidated profit million CHF – 70 127 –155.1<br />
Cash generated from operations million CHF – 40 229 –117.3<br />
Returns<br />
<strong>2012</strong> 2011<br />
Return on equity (ROE) % – 8.5 14.9<br />
Return on capital employed (ROCE) % –19.1 43.2<br />
Earnings<br />
per share<br />
<strong>2012</strong> 2011 Weighted average<br />
of outstanding shares<br />
Basic EPS CHF 2.98 5.34 23,638<br />
Diluted EPS CHF 2.98 5.33 23,666<br />
Share price<br />
development<br />
<strong>2012</strong> 2011<br />
Last day of trading previous year CHF 96.20 120.50<br />
High CHF 109.50 132.00<br />
Low CHF 78.90 70.90<br />
Last day of trading current year CHF 92.85 96.20<br />
Average trading volume CHF 40,917 51,764<br />
Total shareholder return % 0.6 –16.9<br />
Market capitalization as per Dec 31 million CHF 2,205 2,405<br />
Ordinary<br />
gross dividend<br />
payments<br />
<strong>2012</strong> 2011<br />
Amount million CHF 47.3 47<br />
Per share CHF 2.00* 2.00**<br />
* Proposal to the <strong>Annual</strong> General Meeting.<br />
** In addition to the dividend of CHF 2.00, CHF 1.90 per share were paid to shareholders through<br />
a reduction of the nominal value per share from CHF 2.00 to CHF 0.10.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
6<br />
Letter to Shareholders<br />
A challenging year – The volatile economy, the weakening<br />
air freight industry and some significant market<br />
changes marked <strong>Panalpina</strong>’s business development in<br />
the reporting year. Moreover, high costs due to investments<br />
and various nonrecurring charges significantly<br />
impacted the results. Nevertheless, <strong>Panalpina</strong> plans a<br />
dividend payout to its shareholders as it pursues its<br />
strategy of sustainable, profitable growth in an industry<br />
with good long-term prospects.<br />
<strong>Panalpina</strong> closed the year under review with a gross profit<br />
of CHF 1,465 million and a consolidated loss of CHF 70 million.<br />
In the Ocean Freight division, transport volume grew<br />
by 6 %, in comparison to the year before, to a record volume<br />
of 1,388,000 TEU, while in Air Freight volumes decreased<br />
by around 6 % to a total of 801,000 tons in the same period.<br />
Investments in Logistics proved to be successful and led to<br />
numerous new assignments.<br />
All in all, the business result <strong>2012</strong> is disappointing. The goal<br />
to grow faster than the market was not achieved because<br />
progress in Ocean Freight and Logistics could not compensate<br />
setbacks in Air Freight. On the cost side, adaptations<br />
to the new market conditions have not been achieved fast<br />
enough and could only be recognized in the fourth quarter.<br />
The consolidated profits were additionally impacted by<br />
fines imposed by the European Union and Switzerland due<br />
to anti-competitive activity prior to 2008, the goodwill<br />
write-off for Grieg Logistics and provisions for termination<br />
benefits.<br />
Going forward, <strong>Panalpina</strong> will adjust its sales focus to benefit<br />
from changes in world trade where traditional trade lanes<br />
between Europe and Asia as well as between North America<br />
and Asia do no longer show the accustomed growth<br />
rates and some industries are rapidly changing their supply<br />
chains at the expense of air freight.<br />
<strong>Panalpina</strong> has a carefully crafted corporate strategy in place<br />
which is built on the principles of performance, integrity<br />
and professionalism. Our most crucial assets include our<br />
in-depth know-how in key industries, an extensive global<br />
network comprising some 500 offices on six continents, a<br />
highly qualified and committed workforce, process-optimized<br />
information technology, outstanding compliance<br />
standards, and efficient and transparent procurement.<br />
Using these assets we have formed a global company which<br />
is no longer a pure freight forwarding company delivering<br />
air and ocean freight. Today, value-added logistic services<br />
complemented by supply chain services are the third pillar<br />
of our business. By expertly combining these products and<br />
services, <strong>Panalpina</strong> offers door-to-door products closely<br />
geared to our customers’ supply chains. Thanks to our<br />
world-spanning network, these solutions can be implemented<br />
in all corners of the globe.<br />
We are absolutely convinced that our corporate strategy<br />
together with continuous and proactive adjustments to the<br />
current structural changes in world trade will pay off again.<br />
Therefore we won’t stop to invest in our corporate platform<br />
– especially in value-added logistics and in customer-facing<br />
IT tools – to improve our service offerings.<br />
Not only our high-quality and competitive service offerings<br />
but also our financial soundness reflected in a healthy<br />
balance sheet provides security and confidence for customers,<br />
employees and shareholders. Our Swiss roots<br />
stand for value-generating continuity on a solid and secure<br />
basis. These qualities enable us to look confidently into<br />
the future. Therefore – despite the consolidated loss – the<br />
Board of Directors is going to propose an unchanged dividend<br />
payment of CHF 2.00 per share to the <strong>Annual</strong> General<br />
Meeting. This is equivalent to an amount of CHF 47.3 million<br />
and a dividend yield (based on <strong>2012</strong> year-end share price)<br />
of 2.2 %. This proposal reflects our conviction to attain the<br />
objectives set in our strategy.<br />
The continual adaptations of our business to the fast-changing<br />
economic environment demand a great deal from <strong>Panalpina</strong>’s<br />
employees. They deserve the highest recognition of<br />
the entire Board of Directors and the Executive Board. We<br />
thank our customers and suppliers for their trust in us and<br />
we thank our shareholders for their loyalty.<br />
Monika Ribar<br />
Chief Executive Officer<br />
Rudolf W. Hug<br />
Chairman of the Board of Directors<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Letter to Shareholders<br />
7<br />
Monika Ribar (CEO) and Rudolf W. Hug (Chairman of the Board of Directors)<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
8<br />
Group <strong>Report</strong><br />
Strategy and Results<br />
Disappointing results despite progress in Ocean<br />
Freight and Logistics – In a challenging market environment,<br />
Panal pina kept its focus on delivering superior endto-end<br />
solutions to its customers. Business growth failing to<br />
meet management’s expectations along with a further expanded<br />
cost base resulted in pressure on operating margins<br />
and overall unsatisfying profitability. In line with its strategy<br />
of sustainable, profitable growth, <strong>Panalpina</strong> commits to<br />
further improving productivity and operating margins.<br />
Market development<br />
The growth of the global economy and world trade further<br />
slowed in the latest reporting year. The International Monetary<br />
Fund (IMF) estimates that global trade volumes rose<br />
approximately 3 % in <strong>2012</strong> – only half of the 6 % growth rate<br />
posted the year before, which in turn was only half of the<br />
12 % growth rate achieved in 2010. Those forces pulling<br />
growth down in advanced economies are fiscal consolidation<br />
and a still-weak financial system. Low growth and<br />
uncertainty in advanced economies are also affecting<br />
emerging-market and developing economies. Growth is estimated<br />
to have weakened appreciably in developing Asia,<br />
as activity in China slowed sharply with the economy growing<br />
at the weakest rate since 1999, owing to a tightening of<br />
credit conditions and weaker external demand. Real GDP<br />
(gross domestic product) growth also decelerated in Latin<br />
America, largely due to Brazil. With inflation pressures on<br />
the decline all year in most countries, central banks around<br />
the globe responded to the slowing macroeconomic environment<br />
by further easing their monetary policies. There<br />
have been additional rounds of fresh stimulus every month<br />
of the year, with 40 countries embracing easier policy in<br />
<strong>2012</strong>. In the United States, this was one of the main drivers<br />
behind the long-awaited housing recovery that emerged<br />
this year, with homebuilders’ confidence starting to rise in<br />
the year’s second half after years of stagnation.<br />
With a negative growth rate of approximately 2 %, the<br />
amount of international cargo moved by air freight in <strong>2012</strong>,<br />
measured in tons, declined for the second year in a row. In<br />
fact, the air freight market developed significantly worse<br />
than global GDP in both years, an untypical situation which<br />
<strong>Panalpina</strong> believes is reflective of mainly three, partly structural,<br />
changes occurring in the market during this period.<br />
Firstly, after the restocking boom in 2010, manufacturers<br />
around the globe began to minimize inventories again in the<br />
wake of the general economic uncertainties. Secondly, the<br />
widespread endeavor to lower supply chain costs led to<br />
certain product categories traditionally transported in the<br />
air shifting to other freight modes. While such a modal<br />
shift per se is not a new phenomenon, the trend appears to<br />
have gathered pace over the last two years. Thirdly – and<br />
presumably with the biggest impact on <strong>Panalpina</strong>’s business<br />
– the trend to smaller and lighter shipments greatly<br />
accelerated in <strong>2012</strong>, particularly in the technology sector<br />
where the Company in the year before still generated more<br />
than a third of its Air Freight tonnage. While the Company in<br />
<strong>2012</strong> handled almost the same number of Air Freight shipments<br />
than in the year before, the flown tonnage – according<br />
to which customers are primarily invoiced – contracted by<br />
almost 6 %.<br />
1,388,000 TEU<br />
were transported by <strong>Panalpina</strong> in <strong>2012</strong>.<br />
In comparison, <strong>2012</strong> marked a new record for the global<br />
ocean freight market with some 170 million TEU transported<br />
on the ocean globally, although with an increase of less<br />
than 3 %, growth was hardly inspiring. Nevertheless, the<br />
Company managed to grow its Ocean Freight volumes by<br />
6 %. Similar to Air Freight, volume performance varied greatly<br />
by geography, with the far east westbound – the Company’s<br />
largest trade lane – showing particular weakness with<br />
shrinking volumes for both the market and <strong>Panalpina</strong>. At<br />
the same time, the Company recorded double-digit growth<br />
in its second-, third-, fourth- and fifth-largest Ocean Freight<br />
trade lanes, namely on the transpacific eastbound, intra-<br />
Asia, the far east eastbound and the transatlantic westbound.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Strategy and Results<br />
9<br />
Executive Board: Robert Erni (CFO), Alastair Robertson (Chief Human Resources Officer), Karl Weyeneth (COO),<br />
Monika Ribar (CEO) and Christoph Hess (Chief Legal Officer and Corporate Secretary)<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
10 Group <strong>Report</strong><br />
Strategy and Results<br />
Serving customers effectively with<br />
second-to-none solutions<br />
<strong>Panalpina</strong>’s strategy – which was reviewed and refined in<br />
2011 – remains largely unchanged and stipulates that the<br />
Company provides comprehensive end-to-end supply chain<br />
solutions tailored to its customers by combining intercontinental<br />
Air and Ocean Freight with Value-Added Logistics<br />
Services and Supply Chain Services. As a consequence,<br />
the Company kept its focus throughout the year on delivering<br />
superior solutions to its customers and hence continued<br />
to invest in its corporate platform. To facilitate the execution<br />
of the corporate strategy, the Group complemented<br />
its organizational structure by setting up three regional centers<br />
(effective July 1, <strong>2012</strong>), each staffed with a regional CEO<br />
and a small team of dedicated regional resources with respective<br />
responsibility for Asia-Pacific, Europe and Middle<br />
East, and the Americas. With the new setup, a part of the<br />
decision-making power shifted from the corporate headquarter<br />
closer to where decisions are made by the customer<br />
base, facilitating exploitation of regional and local growth<br />
opportunities in the various markets where <strong>Panalpina</strong> operates.<br />
As a consequence of the regional setup, the Company<br />
also merged its regional reporting of “North America” and<br />
“Central and South America” to “Americas.” The final milestone<br />
in complementing the Group’s organizational structure<br />
was achieved with the appointment of a Chief Information<br />
Officer, who took office in September. One of the most<br />
important tasks inherent to this new and central role will<br />
be to define and roll out the variety of industry-specific customer-<br />
facing IT solutions that the Company is planning to<br />
introduce in the years to come with the goal to enhance<br />
connectivity to customers.<br />
On a product level, all three product divisions (Air Freight,<br />
Ocean Freight, Logistics) saw significant progress in terms<br />
of customer orientation through the introduction of a number<br />
of innovative new products and services. In its biggest<br />
division, Air Freight, <strong>Panalpina</strong> extended its cool chain network<br />
which has been established in the past few years and<br />
which ensures a seamless door-to-door proactive monitoring,<br />
control and documentation for temperature-sensitive<br />
cargo. The Company’s new flagships, two brand new wetleased<br />
Boeing 747-8 freighters, mark the latest and most<br />
apparent investment in building a global state-of-the-art<br />
cool chain network. Apart from providing double-digit<br />
improvements in fuel efficiency and CO 2 emissions and a<br />
noise footprint reduction of 30 %, the planes can maintain<br />
different determined temperature ranges at the same time.<br />
<strong>Panalpina</strong> also introduced SmartView technology, a RFID<br />
(radio-frequency identification) based temperature control<br />
system and award-winning solution for cool chain optimization,<br />
which the Company uses within its own-controlled<br />
Air Freight network. The cool chain solution provides an integrated<br />
control center to manage temperature-sensitive<br />
shipments throughout the supply chain. Furthermore,<br />
Panal pina continued to obtain GDP (Good Distribution Practice)<br />
certifications at strategic airports in <strong>2012</strong>. With pharmaceutical<br />
companies facing increasing challenges to comply<br />
with official and country-specific rules for storing and<br />
transporting their temperature-sensitive products, GDP<br />
ensures that medicinal products are distributed to retail<br />
pharmacists and other persons entitled to sell medicinal<br />
products to the general public without any alteration of<br />
their properties. In <strong>2012</strong>, the Company became the first<br />
and only officially GDP-certified logistics service provider<br />
at Amsterdam’s Schiphol Airport, and later in the year was<br />
747-8F stands for the two new<br />
Boeing freighters exclusively on duty<br />
in <strong>Panalpina</strong>’s air freight network.<br />
also officially GDP certified at Brussels Airport. <strong>Panalpina</strong><br />
currently operates 14 facilities (Centers of Excellence)<br />
worldwide and expects to have 22 by the end of 2014 where<br />
it is fully GDP compliant. The ongoing certification efforts<br />
are part of the Company’s strategy to service its growing<br />
customer base in the healthcare industry, which today<br />
accounts for around 5 % of Group revenues.<br />
In Ocean Freight, in line with the corporate strategy to<br />
aggressively expand its Less than Container Load (LCL)<br />
business and to focus on emerging markets, <strong>Panalpina</strong><br />
launched approximately 40 new LCL point-to-point services<br />
in <strong>2012</strong>, bringing the total number to more than 400. The<br />
new guaranteed weekly services mainly run out of Asia and<br />
Latin America and represent a reliable and cost-efficient<br />
option to Full Container Loads for smaller customer orders.<br />
<strong>Panalpina</strong> operates its own global LCL network consisting<br />
of numerous direct LCL services and strategically located<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Strategy and Results<br />
11<br />
hubs allowing to cut customers’ transit times and CO 2<br />
emissions. The Company provides to customers seamless<br />
door-to-door services with the highest level of schedule<br />
integrity increasing the flexibility and reliability within the<br />
end-to-end supply chain.<br />
In the third product division, Logistics, the Group continued<br />
to invest in people and software and further broadened the<br />
Logistics offering into Value-Added Services (VAS). VAS is<br />
the collective term for <strong>Panalpina</strong>’s inbound, warehousing,<br />
1.2 million m 2 of warehousing<br />
space are managed by <strong>Panalpina</strong>.<br />
production, distribution and aftermarket activities. The<br />
objective is to build strategic, long-lasting relationships<br />
that bring added value to the customer. Some of the services<br />
that the Group offers include Inbound to Manufacturer,<br />
Line Side Feeding, Vendor Managed Inventory, Fulfillment,<br />
Postponement, Re-Packing, Transformational Cross Docking,<br />
Kitting, Light Assembly, Technical Services, Service<br />
and Spares Management and Reverse Logistics. <strong>Panalpina</strong><br />
opened several new logistics centers in <strong>2012</strong>, including two<br />
10,000 m 2 state-of-the-art facilities near Moscow (Russia)<br />
and São Paulo (Brazil), bringing total warehousing space<br />
under management to more than 1.2 million m 2 . In <strong>2012</strong>,<br />
<strong>Panalpina</strong> also established four new Logistics Competence<br />
Centers (LCCs) in Prague (Czech Republic), Singapore,<br />
Buenos Aires (Argentina) and New Jersey (USA) as well as a<br />
Supply Chain Solutions Center in Frankfurt (Germany).<br />
Local <strong>Panalpina</strong> teams can resort to the Logistics experts in<br />
the LCCs for support from pre-sales through implementation<br />
to continuous improvement. The experts support the<br />
deployment of the best-in-class tools and techniques in<br />
terms of tender and bid management, logistics solutions<br />
design, operations modelling and optimization and lean<br />
logistics excellence. In this context, the Company also<br />
entered into a strategic partnership with RedPrairie as its<br />
standardized global logistics platform, which is just one of<br />
the growing number of applications to drive automation and<br />
efficiency within <strong>Panalpina</strong>’s Logistics product division.<br />
While the LCCs specifically look at finding and implementing<br />
the best solution for warehousing, the newly established<br />
Supply Chain Solutions Center in Germany acts as an<br />
extension of the customers’ supply chain management for<br />
improving their supply chain end-to-end. The objective is<br />
not just about providing customers with strategic guidance<br />
in regards to supply chain design and execution but to put<br />
the identified optimization potential into practice.<br />
The progress achieved in enhancing the products, the various<br />
investments in the business – particularly in the expansion<br />
of the Logistics know-how and footprint – and the implementation<br />
of the new regional setup during the year led<br />
to an expansion of the cost base which has not been met by<br />
a corresponding growth of the business for a number of<br />
reasons, including the economic factors outlined above.<br />
Operating margins thus saw an adverse development and<br />
the overall profitability was unsatisfying in the reporting<br />
year. To counteract, the Group started to take corrective<br />
actions during the year’s second half, including a selective<br />
reduction of staff.<br />
Outlook<br />
The IMF expects output in 2013 to remain sluggish in advanced<br />
economies but still relatively solid in many emerging-market<br />
and developing economies. Also, the organization<br />
sees the crisis in the euro area as the most obvious<br />
threat to the global outlook. For the medium term, important<br />
questions remain about how the global economy will operate<br />
in a world of high government debt and whether emerging-<br />
market economies can maintain their strong expansion<br />
while shifting further from external to domestic sources of<br />
growth. Regardless of the economic environment and in line<br />
with its strategy of sustainable, profitable growth, <strong>Panalpina</strong><br />
remains committed to further improving productivity and<br />
operating margins while continuing to invest selectively in<br />
the business platform, particularly in IT and Value-Added<br />
Logistics Services competence. To further increase sales<br />
effectiveness, the Company will adapt its sales strategy<br />
by shifting emphasis from an industry-focused to a tradelane-focused<br />
sales approach, the exe cution of which will be<br />
managed and driven by the three regional centers given<br />
their physical proximity to the customer base. The Company<br />
will also undertake a thorough review of its customer portfolio<br />
in Air Freight given its relatively high exposure to cyclical<br />
industries and the trend to lighter shipments in certain product<br />
categories. Moreover, the Company is firmly committed<br />
to adjusting its cost base further and aligning it faster to<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
12<br />
Group <strong>Report</strong><br />
Strategy and Results<br />
Net forwarding revenue per region<br />
Million CHF<br />
Net forwarding revenue per product division<br />
Million CHF<br />
4,000<br />
3,500<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
3,091<br />
3,170<br />
2,288<br />
2,104<br />
1,238<br />
1,225<br />
4,000<br />
3,500<br />
3,000<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
3,106<br />
3,281<br />
2,615<br />
2,313<br />
896<br />
906<br />
500<br />
500<br />
0<br />
12 11<br />
Europe,<br />
Middle East,<br />
Africa and CIS<br />
12 11<br />
Americas<br />
12 11<br />
Asia<br />
Pacific<br />
0<br />
12 11<br />
Air<br />
Freight<br />
12 11<br />
Ocean<br />
Freight<br />
12 11<br />
Logistics<br />
Net forwarding revenue per region<br />
<strong>2012</strong><br />
Net forwarding revenue per product division<br />
<strong>2012</strong><br />
47 %<br />
Europe, Middle East,<br />
Africa and CIS<br />
18 %<br />
Asia Pacific<br />
35 %<br />
Americas<br />
47 %<br />
Air Freight<br />
14 %<br />
Logistics<br />
39 %<br />
Ocean Freight<br />
changes in gross profit, which will be facilitated by the introduction<br />
of a new forecasting process with a focus on shortterm<br />
business planning.<br />
Overall, Group management expects world trade and the<br />
outsourcing of logistics services to expand further in the<br />
years to come, although the dynamics of growth will vary<br />
strongly by geography and with a bias towards the emerging<br />
economies – particularly in Asia, Latin America and Africa,<br />
which will continue to gain in relative importance. With its<br />
global and asset-light network, coupled with the ability to<br />
react swiftly to changing customer needs and to offer its<br />
clients first-class, tailor-made, end-to-end supply chain<br />
solutions, <strong>Panalpina</strong> is well prepared to take advantage of<br />
the growth opportunities ahead and to further enlarge its<br />
footprint in the global logistics market.<br />
Net forwarding revenue (NFR)<br />
Net forwarding revenue in <strong>2012</strong> amounted to CHF 6,617<br />
million, an increase of 2 % compared to the CHF 6,500 million<br />
the year before. One part of this slight increase can be<br />
attributed to an overall positive volume effect (more volumes<br />
handled in Ocean Freight and Logistics, partly offset<br />
by fewer volumes handled in Air Freight). On the other hand,<br />
significantly higher average freight rates in ocean freight,<br />
although partly offset by lower air freight rates, also had an<br />
overall positive effect on net forwarding revenue.<br />
Overall, in <strong>2012</strong>, the translation of foreign currencies into<br />
the reporting currency (CHF) had no material impact on the<br />
Group’s financial results.<br />
At regional level, net forwarding revenue in Europe, Middle<br />
East, Africa and CIS (EMEA) – the Group’s largest region in<br />
terms of turnover – decreased 2.5 % from CHF 3,170 million<br />
to CHF 3,091 million, suffering mainly from import weakness<br />
in many European economies. In North, Central and<br />
South America (Americas), NFR increased by 9 % from CHF<br />
2,104 million to CHF 2,288 million, a result which is largely<br />
attributable to the performance of the U.S. business and<br />
rela tively healthy growth in many Latin American countries.<br />
Compared to 2011, <strong>Panalpina</strong>’s NFR in <strong>2012</strong> in Asia Pacific<br />
increased 1 % from CHF 1,225 million to CHF 1,238 million.<br />
Weak exports to Europe were slightly more than offset by<br />
growth on the intra-Asian and transpacific trade lanes.<br />
In <strong>2012</strong>, the <strong>Panalpina</strong> Group generated 47 % of its net<br />
forwarding revenue in EMEA, 35 % in the Americas and 18 %<br />
in Asia Pacific.<br />
On a divisional level, lower volumes in combination with falling<br />
carrier freight rates led to a net forwarding revenue in<br />
Air Freight declining by 6 % from CHF 3,281 million to CHF<br />
3,106 million. In contrast, in the Ocean Freight division, the<br />
Company increased its NFR by 13 % from CHF 2,313 million<br />
to CHF 2,615 million, driven by the new volume record<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Strategy and Results<br />
13<br />
Gross profit per region<br />
Million CHF<br />
Gross profit per product division<br />
Million CHF<br />
800<br />
700<br />
600<br />
717<br />
730<br />
800<br />
700<br />
600<br />
627<br />
688<br />
500<br />
400<br />
300<br />
444<br />
432<br />
304<br />
315<br />
500<br />
400<br />
300<br />
460<br />
439<br />
378<br />
350<br />
200<br />
200<br />
100<br />
100<br />
0<br />
12 11<br />
Europe,<br />
Middle East,<br />
Africa and CIS<br />
12 11<br />
Americas<br />
12 11<br />
Asia<br />
Pacific<br />
0<br />
12 11<br />
Air<br />
Freight<br />
12 11<br />
Ocean<br />
Freight<br />
12 11<br />
Logistics<br />
Gross profit per region<br />
<strong>2012</strong><br />
Gross profit per product division<br />
<strong>2012</strong><br />
49 %<br />
Europe, Middle East,<br />
Africa and CIS<br />
21%<br />
Asia Pacific<br />
30 %<br />
Americas<br />
43 %<br />
Air Freight<br />
26 %<br />
Logistics<br />
31%<br />
Ocean Freight<br />
achieved in <strong>2012</strong>, as well as sharply higher freight rates<br />
which ocean freight carriers implemented during the year.<br />
In the third product division, Logistics, NFR saw a slight<br />
decrease of 1 % from CHF 906 million to CHF 896 million<br />
due to the end of the life cycle of certain projects during the<br />
year.<br />
In <strong>2012</strong>, the <strong>Panalpina</strong> Group generated 47 % of its net forwarding<br />
revenue with Air Freight, 39 % with Ocean Freight<br />
and 14 % with Logistics.<br />
Gross profit (GP)<br />
<strong>Panalpina</strong> considers gross profit a better measure of performance<br />
than net forwarding revenue as the former is less<br />
distorted by external factors such as significant movements<br />
in carrier freight rates and oil prices, which can materially<br />
inflate or deflate revenues although the impact on the<br />
Group’s business may be limited.<br />
Gross profit of the Group declined slightly less than 1 % to<br />
CHF 1,465 million in <strong>2012</strong> (2011: CHF 1,477 million).<br />
With respect to regional performance, EMEA is also the<br />
most important region for <strong>Panalpina</strong> in terms of gross profit<br />
generation, representing nearly half of the Group’s gross<br />
profit. In <strong>2012</strong>, gross profit generated in the region decreased<br />
by 2 % from CHF 730 million to CHF 717 million.<br />
While imports to Europe were weak throughout the year,<br />
European exports and Middle East traffic were holding up<br />
well. In the Americas, gross profit grew by 3 % from CHF 432<br />
million to CHF 444 million. Traffic into and out of Latin<br />
America and North American imports were able to outpace<br />
slowing exports out of North America. Asia Pacific recorded<br />
a decrease of 3 % in GP from CHF 315 million to CHF 304<br />
million, which management primarily attributes to the weakness<br />
in Air Freight exports in this region to the mature<br />
economies in Europe and North America in <strong>2012</strong>.<br />
In <strong>2012</strong>, the <strong>Panalpina</strong> Group generated 49 % of its gross<br />
profit in EMEA, 30 % in the Americas, and 21 % in Asia Pacific.<br />
In Air Freight, the market was affected by a general move to<br />
lean inventories and an accelerated and mostly cost-driven<br />
shift to alternative freight modes. Moreover, a rapidly<br />
declining weight per shipment was observed, particularly in<br />
technology-related industries to which <strong>Panalpina</strong> is highly<br />
exposed. This led to an adverse effect on the Group’s transported<br />
tonnage, which declined by nearly 6 % to a total of<br />
801,000 tons. Increasing competitive pressure led to gross<br />
profit per ton of Air Freight decreasing by 4 %, which together<br />
with the described volume effect resulted in a 9 % decline<br />
of gross profit realized through Air Freight forwarding<br />
services (CHF 627 million in <strong>2012</strong> versus CHF 688 million<br />
the year before). In the Ocean Freight division, GP saw an<br />
expansion of 5 % from CHF 439 million to CHF 460 million.<br />
With growth of almost 6 %, <strong>Panalpina</strong>’s volumes grew<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
14<br />
Group <strong>Report</strong><br />
Strategy and Results<br />
Overall development<br />
Million CHF<br />
EBITDA per region*<br />
Million CHF<br />
250<br />
212<br />
212<br />
16 %<br />
14 %<br />
14.4 %<br />
14.4 %<br />
90<br />
80<br />
90<br />
200<br />
12 %<br />
70<br />
60<br />
63<br />
150<br />
121<br />
10 %<br />
8 %<br />
8.3 %<br />
50<br />
40<br />
38<br />
100<br />
6 %<br />
30<br />
24<br />
50<br />
36<br />
4 %<br />
2 %<br />
2.5 %<br />
20<br />
10<br />
0<br />
– 2<br />
2<br />
0<br />
0<br />
–10<br />
<strong>2012</strong> 2011<br />
<strong>2012</strong> 2011<br />
12 11<br />
EBITDA<br />
EBITDA/GP margin<br />
Europe,<br />
Middle East<br />
EBITDA excluding<br />
EBITDA/GP margin<br />
Africa<br />
non-recurring items<br />
excluding non-recurring<br />
and CIS<br />
items<br />
12 11<br />
Americas<br />
12 11<br />
Asia<br />
Pacific<br />
* Regional numbers do not add up to the adjusted Group<br />
result due to the omission of the corporate segment.<br />
approximately twice as fast as the market and reached<br />
a new all-time high of 1,388,000 TEU. Gross profit per TEU<br />
came in at roughly the same level as last year, despite<br />
several rounds of carrier freight rate increases during the<br />
year. Gross profit generated through the Logistics division<br />
increased by 8 % from CHF 350 million in 2011 to reach a<br />
total of CHF 378 million in <strong>2012</strong>. The improved GP result<br />
was mainly driven by the Group’s further expansion and<br />
profit restoration in the Warehousing & Distribution activities<br />
and Value-Added Logistics Services.<br />
In <strong>2012</strong>, the <strong>Panalpina</strong> Group generated 43 % of its gross<br />
profit with Air Freight, 31 % with Ocean Freight and 26 % with<br />
Logistics.<br />
Earnings before interest, taxes,<br />
depreciation and amortization<br />
(EBITDA)<br />
A useful measure for assessing the Group’s operating performance<br />
is earnings before interest, taxes, depreciation<br />
and amortization (EBITDA). The Group’s EBITDA was substantially<br />
hit by a charge of CHF 59.2 million (contained in<br />
the category “other operating expenses”) which the Company<br />
recognized to cover fines imposed by the EU Commission<br />
and the Swiss Competition Commission for alleged<br />
antitrust violations related to isolated air freight surcharges<br />
for certain European trade lanes during limited periods of<br />
time prior to 2008. In addition, the Company expensed<br />
extra ordinary provisions of CHF 25.4 million during the<br />
reporting period related to accrued salaries for leaving employees<br />
(contained in the category “personnel expenses”).<br />
The Group’s EBITDA in <strong>2012</strong> amounted to CHF 36 million<br />
(2011: CHF 212 million), which resulted in an EBITDA/GP<br />
margin of 2.5 % (2011: 14.4 %). Excluding the two extraordinary<br />
charges above, <strong>Panalpina</strong> achieved an EBITDA before<br />
non-recurring items of CHF 121 million and an EBITDA/GP<br />
margin before non-recurring items of 8.3 % in the reporting<br />
year. Overall, the various investments in the business<br />
and sales structures during the reporting year were not<br />
compensated by corresponding increases in business.<br />
Moreover, the implementation of the regional structure led<br />
to cost increases which were not directly offset by related<br />
organizational cost synergies elsewhere in the reporting<br />
year. In light of the unsatisfying development of EBITDA and<br />
the EBITDA/GP margin, going forward, the Company is firmly<br />
committed to adjusting its cost base further and aligning<br />
it faster to changes in gross profit, which will be facilitated<br />
by the introduction of a new forecasting process focusing<br />
on short-term business planning.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Strategy and Results<br />
15<br />
The two main items included in operating expenses – personnel<br />
expenses and other operating expenses – developed<br />
as follows:<br />
– Personnel expenses increased approximately 7 % to CHF<br />
955 million in <strong>2012</strong> (2011: CHF 892 million). Excluding<br />
the aforementioned extraordinary provisions, personnel<br />
expenses increased 4 %.<br />
– Other operating expenses amounted to CHF 473 million in<br />
<strong>2012</strong> (2011: CHF 372 million), equivalent to an increase of<br />
27 % which was mainly driven by a further expansion of the<br />
Logistics footprint. Excluding the antitrust fines of CHF<br />
59.4 million mentioned above, which have been paid to<br />
the respective authorities during the reporting year, other<br />
operating expenses increased 11 %.<br />
Regional development<br />
The segmental EBITDA provided in the financial accounts<br />
developed as follows in the reporting period:<br />
– EMEA: EBITDA in this region declined from CHF 38 million<br />
in 2011 to a loss of CHF 2 million in <strong>2012</strong>. The main reasons<br />
for this negative development were the difficult<br />
macroeconomic conditions in many European economies<br />
resulting in declining imports and a simultaneous growth<br />
of the cost base relating to investments in the new regional<br />
structure.<br />
– Americas: This region recorded a decline in EBITDA from<br />
CHF 24 million in 2011 to CHF 2 million in <strong>2012</strong>. While<br />
good progress was achieved in further growing <strong>Panalpina</strong>’s<br />
business in many Latin American countries, this<br />
region was impacted from the slowing U.S. economy.<br />
Moreover, apart from the rollout of the new regional<br />
structure, various investments in logistics facilities were<br />
made during the reporting period in order to appropriately<br />
position this region to take advantage of future business<br />
opportunities.<br />
– Asia Pacific: EBITDA recorded a contraction from CHF 90<br />
million in 2011 to CHF 63 million in <strong>2012</strong>. Exports from<br />
Asia to the mature markets in Europe and North America<br />
were declining throughout most of the year, and intra-<br />
Asian demand also stayed weak, particularly in Air Freight.<br />
At the same time, the cost base in Asia Pacific increased<br />
as new investments in personnel were undertaken and<br />
the new regional structure was implemented.<br />
Note that the exceptional items mentioned in the preceding<br />
paragraph (totalling CHF 84 million) are excluded from<br />
the regional EBITDA results above as these charges were<br />
not allocated to any particular region.<br />
Balance sheet<br />
Current assets<br />
<strong>Panalpina</strong>’s cash and cash equivalents amounted to CHF<br />
393 million on December 31, <strong>2012</strong> and thus decreased by<br />
CHF 181 million from the year before (December 31, 2011:<br />
CHF 574 million). The cash reduction can mainly be attributed<br />
to dividends paid to shareholders (CHF 47 million), an<br />
additional payment to shareholders totalling CHF 45 million<br />
through a reduction of the nominal value of the registered<br />
shares from CHF 2.00 to CHF 0.10, as well as various fines<br />
related to old and concluded legal cases totalling CHF 73<br />
million paid to European and U.S. authorities during the<br />
reporting period.<br />
Trade receivables and unbilled forwarding services<br />
increased by CHF 56 million, from CHF 1,062 million at the<br />
end of 2011 to CHF 1,118 million at the end of <strong>2012</strong>. The<br />
increase can be mainly attributed to the increase of turnover.<br />
The net working capital intensity (defined as net working<br />
capital as a percentage of gross forwarding revenue) at<br />
the end of <strong>2012</strong> remained at a low level of 1.7 %, although it<br />
increased from the record-low level of 1.1 % achieved a year<br />
earlier due to the increasing pressure from customers for<br />
longer payment terms.<br />
Noncurrent assets<br />
<strong>Panalpina</strong>’s noncurrent assets decreased by CHF 28 million<br />
and amounted to CHF 362 million on December 31, <strong>2012</strong><br />
(December 31, 2011: CHF 390 million). The decline can<br />
mainly be attributed to the decrease in investments as a<br />
result of the sale of the Company’s shares in Luxair SA and<br />
the afore mentioned impairment charges recognized during<br />
the reporting year.<br />
Trade payables and accrued cost of services<br />
<strong>Panalpina</strong>’s trade payables and accrued cost of services at<br />
year-end stayed unchanged at CHF 773 million.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
16<br />
Group <strong>Report</strong><br />
Strategy and Results<br />
Total assets<br />
Million CHF<br />
2,250<br />
Total liabilities and equity<br />
Million CHF<br />
2,250<br />
2,000<br />
2,000<br />
1,750<br />
1,500<br />
362<br />
84<br />
390<br />
109<br />
1,750<br />
1,500<br />
750<br />
915<br />
1,250<br />
1,250<br />
1,000<br />
1,118<br />
1,062<br />
1,000<br />
434<br />
447<br />
750<br />
750<br />
500<br />
500<br />
250<br />
393<br />
574<br />
250<br />
773<br />
773<br />
0<br />
0<br />
12 11<br />
12 11<br />
Noncurrent assets<br />
Other current assets<br />
Trade receivables and unbilled<br />
forwarding services<br />
Cash and cash equivalents<br />
Equity<br />
Other liabilities<br />
Trade payables and accrued<br />
cost of services<br />
Other liabilities<br />
<strong>Panalpina</strong>’s other liabilities decreased by CHF 13 million from<br />
CHF 447 million at year-end 2011 to CHF 434 million at<br />
year-end <strong>2012</strong> and can be mainly attributed to a reduction in<br />
provisions and a further reduction of borrowings to a nearly<br />
debt-free level of CHF 2 million.<br />
Total equity<br />
Total equity decreased by CHF 165 million during the<br />
reporting period, from CHF 915 million on December 31,<br />
2011, to CHF 750 million on December 31, <strong>2012</strong>. The<br />
decrease in shareholders’ equity on one hand reflects<br />
the aforementioned reduction of the nominal share capital<br />
which decreased from CHF 50 million at year-end 2011 to<br />
CHF 2 million at year-end <strong>2012</strong>. On the other hand, retained<br />
earnings and reserves declined from CHF 1,053 million at<br />
year-end 2011 to CHF 748 million at year-end <strong>2012</strong> primarily<br />
due to the payment of the dividend and the negative<br />
development of the Group’s net result.<br />
Net cash<br />
CHF million<br />
Dec<br />
31,<br />
<strong>2012</strong><br />
Dec<br />
31,<br />
2011<br />
Change<br />
%<br />
Cash and cash equivalents 393.0 573.6 – 31.5<br />
Other current financial assets 0.0 20.0 –100.0<br />
Short-term debt –1.6 – 7.3 – 78.1<br />
Long-term debt – 0.2 – 0.2 0.0<br />
Net cash 391.2 586.1 – 33.3<br />
Net cash decreased by CHF 181 million during the year<br />
under review to CHF 393 million on December 31, <strong>2012</strong><br />
(December 31, 2011: 574 million).<br />
Cash flow<br />
Net cash from operating activities<br />
<strong>Panalpina</strong>’s net cash from operating activities in the reporting<br />
period amounted to CHF – 72 million (2011: CHF 193<br />
million). Major contributors to this adverse development<br />
were the negative net result for the period and the<br />
simultaneous increase of the net working capital caused<br />
by an increasing pressure from customers for longer payment<br />
terms. The net result also includes the outflow of CHF<br />
73 million during the reporting year related to the payment<br />
of aforementioned fines.<br />
Cash flow from investing activities<br />
Expenditures on property, plant and equipment increased<br />
by CHF 20 million during the reporting year to CHF 51 million<br />
(2011: CHF 31 million) as the Company ramped up its<br />
investments in IT infrastructure and technical equipment<br />
in certain facilities it operates. Also, the Group received<br />
inflows of CHF 57 million due to the repayment of money<br />
market and time deposits and a further CHF 28 million<br />
mainly due to the sale of its investment of 12 % of Luxair<br />
SA’s shares. No cash was spent on acquisitions during the<br />
reporting year (2011: CHF 60 million). Overall, the net cash<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Strategy and Results<br />
17<br />
outflow from investing activities decreased substantially<br />
from CHF 152 million in 2011 to CHF 10 million in <strong>2012</strong>.<br />
Capital expenditures in <strong>2012</strong> amounted to 1.3 % of net forwarding<br />
revenue (2011: 0.8 %).<br />
Free cash flow<br />
As a result of aforementioned developments, the free cash<br />
flow, calculated as net cash from operating activities minus<br />
net cash flow from investing activities, decreased from CHF<br />
42 million in 2011 to CHF – 82 million in <strong>2012</strong>.<br />
Cash flow from financing activities<br />
The net cash used in financing activities increased significantly<br />
from CHF 4 million in 2011 to CHF 97 million in <strong>2012</strong>.<br />
The largest part of this increase was related to the payment<br />
of a dividend to shareholders in the amount of CHF 47 million<br />
(2011: nil) and an additional payment to shareholders<br />
totalling CHF 45 million (2011: nil) via a reduction of the<br />
nominal value of the registered shares.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
18<br />
Group <strong>Report</strong><br />
Regions<br />
Major changes in all three regions – The varied economic<br />
development in the regions confirms the decentralization<br />
measures taken in <strong>2012</strong> and the implementation<br />
of three regional CEOs. In this way, <strong>Panalpina</strong><br />
reacted to the regionally differentiated needs of customers.<br />
All regions aligned their new organizational structure<br />
essentially.<br />
Americas<br />
Areas: 5<br />
Andina, Canada, Mercosur, Middle America, USA<br />
Market situation<br />
The volatile market conditions in the key markets, USA,<br />
Canada, Mexico and Brazil, significantly impacted the<br />
regional results. Brazil, nevertheless, managed to develop<br />
into the world’s sixth-largest economy. Meanwhile, the<br />
Andean countries with Chile posted the greatest market<br />
growth in the region. Restrictive import and trade policies<br />
dampened foreign investment. The gross national product<br />
drop ped in comparison to the previous year and remained<br />
below expectations.<br />
Highlights<br />
– <strong>Panalpina</strong> gained three large, global accounts in the USA<br />
with top-ten freight volume.<br />
– <strong>Panalpina</strong> USA and Brazil completed development of<br />
tailored end-to-end services on the highest complexity<br />
level and with future-oriented information technology for<br />
the aerospace industry.<br />
– A large Healthcare customer honored <strong>Panalpina</strong> USA with<br />
awards, including “Most innovative carrier of the year”<br />
and “International forwarder of the year.”<br />
– The Healthcare vertical developed very well in the USA.<br />
Cool-chain capabilities were significantly expanded in<br />
Chicago and San Juan, Puerto Rico through further investments.<br />
– <strong>Panalpina</strong> decisively grew its market share in automobile<br />
spare parts logistics in Brazil. A technologically state-ofthe-art,<br />
10,000 m 2 logistics center was set up in Cajamar<br />
near São Paulo.<br />
– <strong>Panalpina</strong> Mexico expanded the Consumer and Retail<br />
segment in its logistics business. The business units also<br />
profited from the prospering automobile industry, which<br />
grew by 20 % year on year.<br />
Outlook<br />
Volatility in the marketplace will remain in 2013, which will<br />
primarily impact the air freight business. <strong>Panalpina</strong> remains<br />
cautiously optimistic because its regional structure will<br />
bring improved focusing and better regional coordination.<br />
The Company sees great growth potential for ocean freight<br />
in the key markets, USA, Mexico, Columbia, Brazil and<br />
Chile, as well as for logistics in developing markets such as<br />
Mexico and Brazil. In these areas, the challenges involving<br />
infrastructure and regulatory compliance offer logistics<br />
service providers numerous business opportunities.<br />
Asia Pacific<br />
Areas: 4<br />
India, North Asia, Oceania, Southeast Asia<br />
Market situation<br />
The year <strong>2012</strong> was particularly difficult for the air freight<br />
industry in Asia. Both the generally low export volume and<br />
the switch to more inexpensive ocean freight increased<br />
pressure on air freight margins. Air freight rates dropped<br />
accordingly throughout the year. Many customers seized<br />
the opportunity and renewed their contracts with signi ficant<br />
rate reductions.<br />
Highlights<br />
– <strong>Panalpina</strong> completed introduction of the entire ocean<br />
freight SAP Transport Management System in Singapore.<br />
In addition, the “Less than Container” hub in Singapore<br />
was reorganised, which boosted its throughput by 30 %.<br />
– The Asia Pacific Logistics Competence Center in Singapore<br />
opened to provide warehouse lean management<br />
support and driving logistics excellence in the region.<br />
– In India, <strong>Panalpina</strong> broadened its market presence in the<br />
automobile and pharmaceutical industries.<br />
– A new supplier invoice handling system was implemented<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Regions<br />
19<br />
in India and Thailand, which will bring substantial improvements<br />
delivering increased visibility.<br />
– The <strong>Panalpina</strong> Service Center in Wuhan, China centralized<br />
ocean freight document processing for Chinese business,<br />
which resulted in cost savings and productivity improvements.<br />
– The Chinese authorities granted <strong>Panalpina</strong> China a Wholly-Foreign-Owned<br />
Enterprise status for the office in Xi’An.<br />
– <strong>Panalpina</strong> Logistics (Shanghai) Ltd. was awarded as an<br />
A-class company by the Chinese customs authorities,<br />
which simplifies and accelerates various customs procedures<br />
for <strong>Panalpina</strong>.<br />
– <strong>Panalpina</strong> launched 24 new “Less than Container” services<br />
ex Asia.<br />
Outlook<br />
The Asian market is becoming ever more volatile and uncertainties<br />
are growing. Air freight volumes for exports from<br />
Asia to Europe will probably continue to decline in 2013,<br />
which will increase pressure on the airlines to increase<br />
rates or adjust their capacities. <strong>Panalpina</strong> optimistically<br />
views development of volumes on the Asia–America trading<br />
routes as well as for the intra-Asian market. The Company<br />
will concentrate more on the business potential of these<br />
two markets, both in the air freight and ocean freight<br />
sectors.<br />
Europe, Middle East, Africa and CIS<br />
Areas: 9<br />
Black and Caspian Sea, Central Europe, France and<br />
Maghreb, Iberia, Middle East, Northern Europe, Northwest<br />
Europe, Southwest Europe, Sub-Saharan<br />
– <strong>Panalpina</strong> Norway restructured itself in order to integrate<br />
Grieg Logistics.<br />
– <strong>Panalpina</strong> recorded above market growth in the region in<br />
logistics and increased its market share in ocean freight.<br />
– The newly implemented road freight concept is functioning<br />
smoothly, whereby the distribution network was<br />
expanded to Poland and the Baltic states.<br />
– New ocean freight products were implemented successfully.<br />
– The region integrated the flights of the two new Boeing<br />
747-8 aircraft in the Luxembourg hub structure and the<br />
European freight market.<br />
– <strong>Panalpina</strong> steadily expanded its network in the Middle<br />
East – with positive business development results.<br />
– <strong>Panalpina</strong> increased its presence in the relevant markets<br />
in the oil and gas industry.<br />
– <strong>Panalpina</strong> grew further in Turkey and established its logistics<br />
range in Gebze with a 12,000 m 2 warehouse.<br />
– Driven by continuously growing customer interest in business<br />
in Africa, <strong>Panalpina</strong> Sub-Saharan further expanded<br />
its long-term commitment on the continent.<br />
Outlook<br />
The <strong>Panalpina</strong> Europe, Middle East, Africa and CIS region<br />
will concentrate on growth in its markets in the Middle East,<br />
CIS, Turkey and Norway. The Company anticipates a<br />
further increase in productivity with the introduction of the<br />
first component of SAP TM and with an air freight network<br />
and gateway optimization. Greater cooperation between<br />
the areas should result in further synergies across national<br />
boundaries.<br />
Market situation<br />
Pressure on the margins and high volatility of rates made<br />
business difficult, primarily for ocean freight, but also for air<br />
freight. The generally poor economic situation and a drop in<br />
consumption led to negative development in air freight<br />
volumes with regard to the European routes. The only increase<br />
in market volume was recorded for air freight export,<br />
primarily through <strong>Panalpina</strong>’s own air freight products.<br />
Demand for warehousing and logistics remains strong.<br />
Highlights<br />
– The region’s new marketing and sales strategy recorded<br />
its first successes.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
20 Group <strong>Report</strong><br />
Product Divisions<br />
Three products, one solution – In order to offer integrated<br />
door-to-door solutions, <strong>Panalpina</strong> combines the<br />
intercontinental transport of air and ocean freight with<br />
comprehensive value-generating logistics. The three<br />
product divisions end the year <strong>2012</strong> with mixed results,<br />
since the economic conditions were very volatile and the<br />
freight market developed unfavorably.<br />
Air Freight<br />
Market situation<br />
The Air Freight division felt the poor economic conditions<br />
most strongly and was unable to increase its freight volume.<br />
Meanwhile, the growing supply of new cargo planes<br />
led to an imbalance of supply and demand. The cargo units<br />
sent grew steadily smaller, while fluctuating fuel prices<br />
negatively impacted air freight costs. <strong>Panalpina</strong> felt the<br />
decrease in turnover without exception on all main trade<br />
routes.<br />
Highlights<br />
– <strong>Panalpina</strong> replaced both Atlas Air operated Boeing 747-<br />
400 cargo planes with two of the latest 747-8 generation<br />
planes, which are more environmentally-friendly and integrated<br />
them into its own air freight network.<br />
– <strong>Panalpina</strong> solidified its industry leadership for temperature-controlled<br />
freight for the pharmaceutical industry<br />
with proactive door-to-door monitoring, control and documentation.<br />
Additional central locations were certified for<br />
GDP (Good Distribution Practice) in <strong>2012</strong>.<br />
– The division equipped itself with its own screening facility<br />
to enable it to seamlessly handle air freight for the USA.<br />
– <strong>Panalpina</strong>’s air freight division developed new markets<br />
such as the aerospace industry or orders from the public<br />
sector.<br />
– Adaptations to the main systems now facilitates paperless<br />
handling in line with the e-Freight initiative. At the<br />
same time, <strong>Panalpina</strong> attained top-ten e-Freight carrier<br />
status.<br />
– The requirements for the Cargo-2000 certification have<br />
been further increased.<br />
Outlook<br />
Since the global economy is not expected to recover in<br />
2013, the prospects for the air freight business are sluggish.<br />
The overcapacities will continue to exist and the load<br />
factors will remain low. The Air Freight division will therefore<br />
pursue focussed diversification, meet the challenges<br />
on the main trading routes and seek sales opportunities in<br />
emerging markets such as Southeast Asia, Southern Asia,<br />
the Middle East, Africa and Latin America. It will also focus<br />
on agile industries such as the high-tech or automotive<br />
industries, which seek shorter procurement channels. The<br />
cold-chain service range will be further expanded in order<br />
to more widely serve pharmaceutical industry customers.<br />
Ocean Freight<br />
Market situation<br />
The uncertainty and volatility in the major east–west trading<br />
routes continue unabated. The global demand for ocean<br />
freight was growing by approximately 2–3 % to an anticipated<br />
6–7 %. Capacities were also growing accordingly by<br />
6–7 %. Noteworthy was the strong drop in the movement of<br />
goods westwards from Asia (to Europe) by 9 % year on year.<br />
This trading route has experienced continuous growth for<br />
the past 20 years.<br />
Highlights<br />
– With a 6 % increase, ocean freight volume growth was well<br />
above average market growth of 2–3 % in 2011.<br />
– For the Asia–Latin America trading route, <strong>Panalpina</strong><br />
increased volume by 24 % in comparison to the previous<br />
year. The intra-Asian connections developed extremely<br />
positively.<br />
– <strong>Panalpina</strong> increased its volumes for LCL (Less than Container<br />
Load) and FCL (Full Container Load) services from<br />
Europe, particularly to destinations in Asia and North<br />
America.<br />
– <strong>Panalpina</strong> launched over 40 new LCL services worldwide<br />
in <strong>2012</strong>.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Group <strong>Report</strong><br />
Product Divisions<br />
21<br />
– The Ocean Freight division is making inroads into niche<br />
markets such as the transport of recycling materials from<br />
Europe to Asia.<br />
– The LCL hub in Singapore was vastly enlarged.<br />
Outlook<br />
Market growth of 3–4 % is anticipated for ocean freight,<br />
compared to a 9 % increase in capacity. The volatility in tariffs<br />
shall continue to exist. The intra-Asian and Asia–Latin<br />
America trading routes, which grew strongly in <strong>2012</strong>, will<br />
grow further. <strong>Panalpina</strong> generally anticipates a shifting from<br />
air freight to ocean freight, particularly in terms of shipments<br />
for the health and pharmaceutical industry. <strong>Panalpina</strong><br />
will continue to focus on and further develop the field<br />
of secondary raw materials.<br />
Highlights<br />
– New warehouses in Brazil, France, Poland, Singapore, Turkey<br />
and the United Kingdom offer additional logistics<br />
space.<br />
– <strong>Panalpina</strong> established four Logistics Competence Centers<br />
across the globe. Their experts support the deployment<br />
of best-in-class tools and techniques in terms of tender<br />
and bid management, logistics solutions design, operations<br />
modeling and optimization and lean logistics excellence.<br />
– Furthermore, <strong>Panalpina</strong> has a strategic partnership with<br />
Red Prairie as its standardized global logistics platform,<br />
including a warehouse management system.<br />
– The application of the warehouse optimization tool set<br />
improved efficiency and ultimately reduced total cost of<br />
ownership.<br />
– Logistics division introduced a global continuous improvement<br />
process called Logex and rolled out its operational<br />
excellence program which ensures that all staff is trained<br />
in the latest processes and legislative requirements.<br />
– Vendor managed inventory and post-sales services has<br />
extended its offers.<br />
Outlook<br />
As the logistics market is expected to grow, <strong>Panalpina</strong> is<br />
steadily increasing its footprint as a global provider of logistics<br />
services. The Logistics division is further developing<br />
its products and emphasizes continuous improvements to<br />
existing operations.<br />
Logistics<br />
Market situation<br />
The outsourcing of manufacturing and logistics operations<br />
continues to grow across a broad set of industries. Faced<br />
with increasing competition and a difficult economic environment,<br />
companies are increasingly turning to logistics<br />
providers as a key driver of both supply chain innovation<br />
and risk mitigation. And the benefits of outsourcing are<br />
convincing: it reduces operational costs, allows organizations<br />
to focus on their core competencies, and enables<br />
fast-growing companies to scale more easily.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
22<br />
Value Creation and Sustainability<br />
Global Network<br />
Globally local – <strong>Panalpina</strong> operates a world-spanning<br />
network embracing some 500 branches. The comprehensive<br />
service is backed by the expertise of local teams<br />
who apply their up-to-the-minute insights on local conditions<br />
to deliver any time door-to-door solutions tailored<br />
to <strong>Panalpina</strong>’s customers.<br />
Americas<br />
Net forwarding revenue: CHF 2,288 million<br />
Full-time equivalents: 4,823<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Global Network<br />
23<br />
<strong>Panalpina</strong> branches and partner companies in over 160 countries<br />
Europe, Middle East, Africa and CIS<br />
Net forwarding revenue: CHF 3,091 million<br />
Full-time equivalents: 6,852<br />
Asia Pacific<br />
Net forwarding revenue: CHF 1,238 million<br />
Full-time equivalents: 3,492<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
24<br />
Value Creation and Sustainability<br />
Industry Verticals<br />
In partnership with the customers – Thorough industry<br />
know-how and a cooperative exchange with the customer<br />
are crucial for the provision of integrated end-toend<br />
solutions for the customers supply chain. <strong>Panalpina</strong><br />
has pooled this expertise in nine core industry sectors<br />
and meets the special demands of industrial projects<br />
with Panprojects.<br />
Panprojects<br />
Panprojects meets the project forwarding requirements of<br />
the energy and resources sector, which often involves the<br />
transportation of very heavy and oversized loads. Panprojects<br />
entered <strong>2012</strong> with several mature petrochemical and<br />
liquefied natural gas projects in hand, but saw little real<br />
growth in this sector until later in the year. The Oil and Gas<br />
vertical was further boosted with the signing of two global<br />
agreements with major oil multinationals, which now places<br />
<strong>Panalpina</strong> on a good footing to proceed into 2013 and beyond.<br />
Business in the mining sectors remained firm. The<br />
power sector also stayed strong with new contracts awarded<br />
in Bangladesh and Australia being most noteworthy, plus<br />
renewable energy projects being undertaken in Brazil.<br />
Panprojects also enjoyed success in the transport and<br />
infrastructure sectors in Brazil with major train deliveries<br />
for the local metro. The key to much of this success is close<br />
cooperation within <strong>Panalpina</strong>’s network, a strong and committed<br />
compliance program and the benefit of having its<br />
own internal transport engineering team.<br />
Oil and Gas<br />
<strong>Panalpina</strong>’s work focuses on the supply of goods and services<br />
for the upstream sector, also known as exploration<br />
and production. That sector involves the search for potential<br />
underground or underwater oil and gas fields, drilling<br />
exploratory wells, and operating wells that recover and<br />
bring crude oil or raw natural gas to the surface. Over the<br />
decades, <strong>Panalpina</strong> has developed industry-leading infrastructure<br />
and processes to cover the entire oil and gas<br />
exploration, development and production cycle. It not only<br />
handles shipments of all kinds, but offers complete endto-end<br />
supply chain solutions, from supplier and purchase<br />
order management to customs clearance. The latter, in<br />
particular, is very complex when it comes to moving equipment<br />
for the oil and gas industry, especially into increasingly<br />
remote areas. <strong>Panalpina</strong> Oil and Gas managed to expand<br />
their market position despite a flat international exploration<br />
and production market in terms of global rig counts and<br />
projects . <strong>Panalpina</strong>’s values and the industry leadership in<br />
compliance, HSE and security are being recognized by the<br />
market as a clear differentiator to the competition. Service<br />
quality and on-time delivery in difficult environments<br />
will also continue to be crucial in the future, as oil and gas<br />
clients are engaged in a fierce battle in all markets.<br />
Telecom<br />
The growing importance of mobile high-bandwidth services,<br />
being connected anytime and anywhere, video communication,<br />
as well as media-driven entertainment, have<br />
stimulated and will continue to stimulate significant investments<br />
in wireless telecommunications infrastructure. In<br />
developing and emerging markets, thousands of mobile<br />
subscribers are registered every day and drive basic mobile<br />
infrastructure investments, as well as sales of multimedia<br />
devices. <strong>Panalpina</strong> provides telecom customers with lean,<br />
effective and secure supply chain solutions that are flexible<br />
and dependable. Considering the highly vulnerable nature<br />
of telecom products, <strong>Panalpina</strong> has developed industryspecific<br />
solutions. Experienced security teams assess and<br />
improve transportation routes on a daily basis. This set-up<br />
guarantees low-risk exposure with regard to theft or damage<br />
to their valuable products combined with an unmatched<br />
time-to-market performance. Nevertheless, revenue decreased<br />
in <strong>2012</strong> compared to the prior year as the industry<br />
wrestled with challenges of economic difficulties in key<br />
markets, impacting investment in infrastructure.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Industry Verticals<br />
25<br />
Hi-tech<br />
For many high-tech companies, supply chain services and<br />
logistics have become essential parts of the manufacturing<br />
and sales process. Considering the highly vulnerable nature<br />
of high-tech products, <strong>Panalpina</strong> serves companies operating<br />
in this area through its Hi-tech Center of Expertise.<br />
<strong>Panalpina</strong> combines freight and logistics services between<br />
suppliers, manufacturers and distribution channels. <strong>Panalpina</strong><br />
is also increasingly handling activities such as reverse<br />
logistics and vendor managed inventory for its high-tech<br />
clients. The ever-shortening product life cycle requires fast<br />
and highly flexible supply chains that are able to evolve with<br />
changing market requirements. Hi-tech is <strong>Panalpina</strong>’s biggest<br />
center of expertise in terms of turnover, accounting for<br />
approximately 17 % of the Company’s revenues. <strong>Panalpina</strong><br />
continues to leverage its global footprint in this customer<br />
group.<br />
position is very comfortable in this vertical because the big<br />
players are very open to new ideas and concepts. Therefore<br />
<strong>Panalpina</strong> developed specific industry value propositions<br />
focussing the aftermarket of its clients. All the traditional<br />
manufacturing markets are rather strong, particularly Latin<br />
America, with a primary focus on Brazil, while activities in<br />
Asia remain weak. In South America <strong>Panalpina</strong> strengthened<br />
its footprint with several ample contracts. For instance,<br />
<strong>Panalpina</strong> is handling the distribution in and out of<br />
Brazil and Argentina for one of the largest providers of<br />
equipment for agriculture. The market conditions do not<br />
change very quickly in this segment, therefore the outlook<br />
will not change for the years to come. <strong>Panalpina</strong> has noticed<br />
a strong tendency to bring manufacturing back to the<br />
USA and to source domestically, but that is a slow process.<br />
Moreover, indications for the agriculture segment show<br />
very positive development over the next few years, especially<br />
in emerging markets such as Africa.<br />
Healthcare<br />
Healthcare remains one of the Company’s fastest-growing<br />
business sectors, serving both pharmaceutical companies<br />
and medical device manufacturers. In addition to fast delivery,<br />
customers in the healthcare industry want assured<br />
security and, for many shipments, continuous temperature<br />
control. New Good Distribution Practice (GDP) regulations<br />
were designed and came into effect in 2013, leading to<br />
greater regulatory control, particularly for temperaturesensitive<br />
products in all temperature ranges. Special internal<br />
training programs and investments in infrastructure<br />
ensure that <strong>Panalpina</strong> is GDP compliant wherever healthcare<br />
shipments are handled. Furthermore, the Healthcare<br />
vertical launched new products, including the Control<br />
Tower set-up and the PanCoopetition initiative, which<br />
brings customers in the healthcare industry together to<br />
save costs in their supply chains through cooperation, such<br />
as by sharing transport space.<br />
Manufacturing<br />
<strong>Panalpina</strong> provides transportation and logistics services<br />
that enable manufacturing companies to make their supply<br />
chains leaner and more agile. In return, the customers<br />
achieve the necessary flexibility to effectively manage their<br />
clients’ complex supply and demand. <strong>Panalpina</strong>’s market<br />
Automotive<br />
<strong>Panalpina</strong>’s operations in the automobile industry include<br />
the shipment of production materials and finished products<br />
across the globe. The vast majority of cargo is transported<br />
by sea, but the industry continues to rely on regular air<br />
freight services to handle special loads, spikes in demand<br />
or urgent shipments. In <strong>2012</strong>, a sluggish economy and<br />
declining vehicle sales in Europe were compensated for by<br />
strong growth in Asia, Latin and North America, resulting in<br />
record profits for most of the major automobile companies.<br />
Most auto manufacturers and suppliers have optimized<br />
their supply chains through previous capacity adjustments,<br />
which entailed moving more products via ocean freight and<br />
reducing air freight costs. Rate volatility, especially in<br />
ocean freight, was successfully mitigated for the most part<br />
through proactive negotiations with key clients avoiding<br />
negative exposure per shipped unit. Brazil, Mexico, China,<br />
India, Japan, Korea and Russia will remain growth markets<br />
and drivers of the automobile industry with increased<br />
investments in additional production plants and capacity.<br />
Chemicals<br />
In the chemicals business environment, customers require<br />
dependable, on-time delivery from their suppliers. The<br />
chemical goods supply chain is very complex, leading to<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
26<br />
Value Creation and Sustainability<br />
Industry Verticals<br />
increased logistics and transport spending due to a tightening<br />
of the security controls, environmental aspects, as well<br />
as increasing regulatory requirements. Customers are<br />
generally price sensitive and only switch their focus onto<br />
solutions once low prices are secured. This characteristic<br />
continued strongly in <strong>2012</strong>. The chemical industry began<br />
to slow down at the end of <strong>2012</strong> and freight volumes<br />
decreased significantly. This decline was particularly felt in<br />
Europe and could not be offset by slight increases in North<br />
America and Asia. While <strong>Panalpina</strong> was able to slightly increase<br />
sea freight and substantially increase its logistics<br />
services, this combined growth was barely able to offset<br />
the significant drop in air freight. In addition, the lengthy<br />
six sigma implementations across multiple chemical<br />
com panies are having a significant impact by reducing air<br />
shipments.<br />
Consumer and Retail<br />
The fashion industry has sophisticated and demanding<br />
consumers who require multichannel offers, a brand experience,<br />
personalization and increased product differentiation.<br />
This leads to shorter product life and an increased<br />
need for innovation, flexibility and enhanced order fulfilment<br />
certainty. Market growth in the fashion vertical was<br />
slow in all regions in <strong>2012</strong>. Less impact was seen on the<br />
high-end fashion brands. Multichannel development also<br />
enables consumers to more easily access consumption<br />
opportunities. High-end fashion is still dominated by timeto-market<br />
requirements, which is why air freight is still<br />
strong and growing. The diversity of retail channels has led<br />
to less loyal customers and therefore a complex environment<br />
for retailers in which to balance supply and demand.<br />
The general transition from ocean to air freight continues,<br />
but quite a few fashion retailers have started to use air<br />
freight more strategically to achieve better time-to-market.<br />
<strong>Panalpina</strong> supported its fashion clients through all these<br />
challenges with appropriate solutions, which resulted in a<br />
slightly improved year-end result.<br />
The consumer and retail industry is facing different challenges:<br />
sourcing has become global, distances longer and<br />
the economy more fragile. Furthermore, the industry is<br />
characterized by new ways of channeling commodity, such<br />
as e-commerce, resulting in increasingly demanding and<br />
better informed consumers. In line with the multichannel<br />
retail development, visibility and ability to take early and<br />
fast decisions in the supply chain becomes critical. Existing<br />
e-commerce companies are starting to consider moving<br />
towards retail outlet environments and retailers are looking<br />
increasingly in the direction of online shopping. This tendency<br />
will open new business opportunities for <strong>Panalpina</strong> to<br />
offer sophisticated order management solutions. Market<br />
growth in the consumer and retail sector was more or less<br />
slow in all regions in <strong>2012</strong>. Fast-moving consumer goods<br />
companies experienced slower growth and efforts were<br />
made to drastically decrease expensive transportation.<br />
Furthermore, global consumer goods companies are beginning<br />
to review their global air freight spend more often. By<br />
offering innovative solutions, <strong>Panalpina</strong> managed to achieve<br />
significant business win in this segment and achieved a<br />
modest growth of its overall Consumer and Retail volume.<br />
Fashion<br />
www.panalpina.com/iv<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Compliance and Corporate Culture<br />
27<br />
Performance, integrity and professionalism – The<br />
journey to fully realize <strong>Panalpina</strong>’s values has revealed<br />
that its culture is strong, unique, and differentiates the<br />
Company from its competition. <strong>Panalpina</strong>’s employees<br />
are proud to be a part of the Company’s mission and<br />
continually demonstrate their willingness to go above<br />
and beyond for both the good of the Company and its<br />
customers.<br />
<strong>Panalpina</strong>’s corporate culture embodies shared values,<br />
cross-cultural understanding, and ethical behavior based<br />
on fairness, respect and responsibility in all dealings within<br />
and outside the Company. Its Code of Conduct is central<br />
to <strong>Panalpina</strong>’s business success and enhances its reputation<br />
as a company that is taking ethics and compliance<br />
seriously.<br />
Established Code of Conduct<br />
Recognizing the importance of employees understanding<br />
how their actions contribute to the success of the Company<br />
and the condition of their workplace, <strong>Panalpina</strong><br />
extended its Code of Conduct in <strong>2012</strong> with the intention of<br />
making this document more representative of the premium<br />
it places on its employees always representing the highest<br />
standards of ethical conduct and acceptable behavior. This<br />
new version has been instrumental in supporting the goal<br />
to fully integrate <strong>Panalpina</strong>’s values across the Company<br />
and influence the actions of <strong>Panalpina</strong>’s employees. With<br />
an emphasis on commitments to performance, integrity<br />
and professionalism, the Code focuses not only on laws<br />
and regulations, but also on expectations of personal<br />
conduct. The Code covers detailed information on fostering<br />
a positive work environment through valuing diversity,<br />
rejecting discrimination and harassment, ensuring fair<br />
employment practices, and upholding health and safety<br />
measures. Additional chapters of the Code provide guidance<br />
on avoiding conflicts of interest, on conducting business<br />
with integrity (including information on anti-corruption<br />
practices), on ensuring financial integrity, on managing<br />
the Company’s assets and information, and on protecting<br />
the environment.<br />
Training for compliance<br />
Available in 27 languages, the Code is accessible to all<br />
employees through the intranet and on the corporate<br />
website. Additionally, each employee is trained on the<br />
Code of Conduct through a face-to-face session with their<br />
supervisor. Upon completion of this review, it is requested<br />
that each employee provide a signature to affirm their understanding<br />
and commitment to adhere to the standards<br />
therein. This structured training program was initiated in<br />
<strong>2012</strong> to guarantee all <strong>Panalpina</strong> employees were provided<br />
with adequate training on how to handle difficult situations.<br />
When such circumstances arise, employees are<br />
encouraged to report breaches of the Code of Conduct<br />
to their Human Resources managers or to the Corporate<br />
Ethics and Compliance Department. Alternatively, employees<br />
are free to report concerns to the Ethics and Compliance<br />
Hotline, which is a secure and confidential option<br />
for submitting reports at any time or at any location, either<br />
by phone or the internet.<br />
Leading the industry with integrity<br />
Adhering to strict corporate ethics is a cornerstone to<br />
<strong>Panalpina</strong>’s organizational structure. The Ethics and Compliance<br />
Officer reports to the CEO and the Ethics and Compliance<br />
Committee of the Board of Directors. A program<br />
that was initiated in 2008 and continued in <strong>2012</strong> conducts<br />
training at various <strong>Panalpina</strong> locations on anti-corruption,<br />
trade regulation and anti-trust matters. As supplements,<br />
e-learning modules are available for quick and easy referencing.<br />
To ensure that these trainings and materials are<br />
making an impact, the Ethics and Compliance Department<br />
assessed <strong>Panalpina</strong> sites across 25 countries in <strong>2012</strong>. In<br />
addition, <strong>Panalpina</strong> also strives to engage key suppliers<br />
in these matters. This effort to ensure honest practices<br />
throughout all aspects of the business is complemented<br />
by <strong>Panalpina</strong>’s involvement in the World Economic Forum<br />
Partnering Against Corruption Initiative (PACI) as a signatory<br />
member for the third consecutive year in <strong>2012</strong>.<br />
www.panalpina.com/culture<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
28<br />
Value Creation and Sustainability<br />
Employees<br />
Recruiting, retaining and developing talent –<br />
Pan alpina is committed to a transparent and respectful<br />
relationship with its employees. Through a culture of<br />
open communication, responsiveness and continuous<br />
improvement, the Company will continue to recruit,<br />
retain and develop the best and most capable team of<br />
employees in the logistics industry.<br />
A the end of <strong>2012</strong>, <strong>Panalpina</strong> had 15,224 employees in over<br />
80 countries. Its global human resources function is<br />
responsible for enabling organizational development to<br />
secure the ongoing engagement and effectiveness of<br />
Pan alpina’s employees.<br />
Keeping its four strategic priorities set in 2007, the core<br />
of the Human Resources transformation 2.0 strategy is<br />
currently being formulated to:<br />
1 Create a more partnering role for Human Resources<br />
within <strong>Panalpina</strong><br />
2 Achieve flawless administration of HR services<br />
across the Company<br />
3 Connect the organization to drive greater alignment<br />
and collaboration across boundaries<br />
4 Measure HR performance in terms of effectiveness<br />
and efficiency<br />
Efficient human resource management<br />
In <strong>2012</strong>, the implementation of PanLink as the integrated<br />
human resources information system solution continued<br />
for <strong>Panalpina</strong>. The system supports all standard human<br />
resource processes in the area of performance and talent<br />
management, and helps to align people to the Group’s strategy<br />
and goals. There are several other key elements to the<br />
PanLink system, such as the recruiting module that helps to<br />
quickly identify the best candidates for an open position,<br />
and the succession planning tool, which helps support the<br />
development and retention of <strong>Panalpina</strong>’s employees. In the<br />
upcoming year, to complement the recruiting modules, a<br />
job marketing platform will be deployed and the employee<br />
development programs will be supported by a Learning<br />
Management System (LMS). It is expected that by end of<br />
2013 approximately 6,000 employees will be using the<br />
complete PanLink suite of tools and all employees will have<br />
access to some modules of the system.<br />
Committed to employee engagement<br />
In <strong>2012</strong>, the Employee Engagement Survey results helped<br />
identify areas where <strong>Panalpina</strong>’s employees are generally<br />
satisfied, as well as areas where additional programming<br />
and resources may need to be allocated. Overall, there was<br />
an excellent response rate (84 %) to the survey, an increase<br />
of two points since 2009, demonstrating that a representative<br />
sample of <strong>Panalpina</strong>’s employees participated.<br />
Employees reported improved views on management’s<br />
ability to state objectives clearly, establish priorities, make<br />
decisions promptly, provide leadership and communicate<br />
with people. Employees reported being better informed of<br />
the Company’s strategy and performance. Management<br />
was seen to be doing a better job in communicating to people<br />
and employees reported that more effort was made to<br />
obtain their views. In the area of learning and development,<br />
more employees reported satisfaction with available training<br />
opportunities, and they are more positive about <strong>Panalpina</strong><br />
doing a good job in developing talent and promoting<br />
colleagues based upon performance and merit.<br />
It is also important to acknowledge where improvements<br />
need to be made. For example, employees reported a<br />
slightly lower willingness to stay with the organization.<br />
This was attributed to perceived shortcomings in the performance<br />
and succession programs, in addition to some<br />
concerns in the areas of learning and development and<br />
people management. Other categories highlighted in the<br />
survey where improvements are needed include operating<br />
conditions and efficiency, particularly on process efficiency,<br />
organization of work and physical working conditions.<br />
These have been highlighted as key areas for which Action<br />
Plans have been established company-wide. The management<br />
of <strong>Panalpina</strong> as well as the human resource teams<br />
take this feedback quite seriously, and are committed to<br />
seeking such feedback. Great strides have been made in<br />
recent years, but there is still much work remaining.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Employees<br />
29<br />
Cultivating new leaders<br />
The Company invests a great deal of time and resources in<br />
the development of its managers and leadership teams. Because<br />
of its global nature and the demanding requirements<br />
for its management, <strong>Panalpina</strong> continually seeks the best<br />
possible candidates, either internal or external, for management<br />
and line roles, and thus does not have a policy to<br />
preferentially hire people who are living locally. Because of<br />
this, it has developed a strong commitment to leadership<br />
development to most efficiently leverage this investment<br />
and provide long-term employment opportunities to its<br />
employees. This is particularly true for its management and<br />
leadership development programs.<br />
In <strong>2012</strong>, 35 more participants graduated from the Navigating<br />
Our Future Program, <strong>Panalpina</strong>’s global program on<br />
collaborative strategic leadership skills. This program is<br />
offered to high-potential employees in mid-senior positions<br />
who are willing to pursue an international career. An additional<br />
35 candidates were selected to participate in 2013.<br />
Over 350 department heads, team leaders and supervisors<br />
participated in three modules of the Steering Success global<br />
leadership and managerial skills program. This program is<br />
offered in Mandarin, German, French, Portuguese, Spanish,<br />
Italian, and English. The program has been strengthened<br />
with fresh content and a more refined focus to hone performance<br />
management skills.<br />
Four new learning and development programs covering<br />
communications, empowerment, performance management<br />
and skills to help new managers were introduced in<br />
<strong>2012</strong>: these programs fill a critical vacuum in the current<br />
portfolio and focus on skills building to support the development<br />
of management and leadership capability within<br />
middle management – a subject once again clearly highlighted<br />
in the latest Employee Engagement Survey.<br />
The virtual campus: PanAcademy<br />
There are a variety of training opportunities in place for the<br />
staff, and all employees are encouraged to take advantage<br />
of these programs. In <strong>2012</strong>, PanAcademy, <strong>Panalpina</strong>’s<br />
e-learning platform, expanded to include 50 learning units<br />
offered in over 15 languages. These learning units cover<br />
subjects such as the Company’s strategic environmental<br />
PanGreen initiative as well as operations, product competence,<br />
compliance, and through the “core values journey,”<br />
refresher courses on anti-corruption.<br />
Fair and transparent compensation<br />
In <strong>2012</strong>, compensation and reward schemes for all management<br />
positions were evaluated and benchmarked over<br />
dozens of countries. All senior and many mid-level management<br />
positions were reevaluated and benchmarked<br />
against global data, and the rewards policies and practices<br />
were fine-tuned. Additionally, the grading and assessment<br />
framework has been extended to include employees at<br />
lower levels in the organization in an effort to gradually<br />
standardize the grading framework across the entire corporation.<br />
The intent of the exercise was to have better market<br />
insight and improve the human resources knowledge database<br />
to guide business and hiring decisions.<br />
In order to align and improve the focus of <strong>Panalpina</strong>’s sales<br />
force, the key performance indicators used globally to measure<br />
sales performance were evaluated, and a global framework<br />
was defined to which sales incentives schemes will be<br />
gradually aligned. The goal is to ensure that the sales force<br />
is incentivized and rewarded for achieving results that<br />
are in line with business objectives and that encourage<br />
behavior that is consistent with <strong>Panalpina</strong>’s values.<br />
Employees<br />
Full-time equivalents<br />
(FTE)*<br />
www.panalpina.com/jobs<br />
December 31,<br />
<strong>2012</strong><br />
Europe, Middle East, Africa and CIS 6,852<br />
Americas 4,823<br />
Asia Pacific 3,492<br />
Corporate 441<br />
Total 15,608<br />
* Full-time equivalents include also part-time assignments<br />
and employees provided by labor agencies.<br />
Number of employees 15,224<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
30<br />
Value Creation and Sustainability<br />
Information Technology<br />
IT is key – Modern, robust information technology<br />
systems are critical elements of modern businesses.<br />
The ability to collect, process, analyze and present<br />
large amounts of information quickly and accurately,<br />
helps <strong>Panalpina</strong> maximize its revenue, keep costs low,<br />
and most importantly provide world class service to its<br />
customers.<br />
The information technology landscape is continuously and<br />
rapidly evolving. Ultimately however, information technology<br />
needs are driven by the needs of customers and what<br />
is required to deliver the level of service they expect. Therefore,<br />
<strong>Panalpina</strong>’s IT team will focus on three core concepts<br />
over the next few years. First, IT resources will be deployed<br />
strategically to support the value proposition made to customers,<br />
which ultimately drives long term customer loyalty.<br />
Second, IT must be a tool that is used to drive improved<br />
efficiency and productivity across the business. Lastly,<br />
the IT infrastructure must enable constant innovation to<br />
support the development of the products and services that<br />
will drive future revenue growth and efficiencies.<br />
Improving performance through IT<br />
The IT team is in the process of completing the implementation<br />
of a state-of-the-art and robust backbone of core information<br />
systems. Completing this program will enable the<br />
high-speed flow of information through the organization,<br />
facilitating decision making, innovation and revenue generation.<br />
A key component is the ongoing implementation of the<br />
Air and Ocean Freight Transportation Management system<br />
which is expected to be completed in 2016. However, the<br />
first benefits will be seen during the course of 2013. In<br />
addition, <strong>Panalpina</strong> is investing to support the growth in its<br />
Logistics business through the deployment of advanced<br />
Warehouse Management systems. This project has made<br />
significant progress with implementations in Latin and<br />
Central America, Europe and Asia Pacific, and continued<br />
global rollout expected over the next few years.<br />
Hit the road with information security<br />
Information Security is an issue that is taken very seriously.<br />
In recent years, the IT infrastructure has been further<br />
strengthened by replacing and upgrading security technology<br />
and by updating the <strong>Panalpina</strong> Information Security<br />
Policy. A critical element in this effort is that <strong>Panalpina</strong> employees<br />
are required to read and adhere to the IT security<br />
policy, and a program of awareness campaigns and mandatory<br />
e-learning modules supports these efforts.<br />
<strong>Panalpina</strong> also has invested considerably in the strategic<br />
upgrading of the datacenter facilities to significantly<br />
strengthen resilience and disaster recovery capabilities.<br />
Progress can be reported in the implementation of this<br />
“dual site” approach in the Asia Pacific, European and<br />
Americas regions.<br />
Meeting customer’s expectations<br />
Another key element of <strong>Panalpina</strong>’s IT strategy is to improve<br />
the customer-facing systems to meet the information and<br />
data-related needs of today’s customers. This effort will<br />
initially focus on specific segments, including Oil and Gas,<br />
but ultimately will extend throughout the business. In addition<br />
to this, <strong>Panalpina</strong>’s IT group is working to deploy an<br />
enhanced strategic Order Management solution, allowing<br />
substantially quicker and richer implementations of customer<br />
facing initiatives<br />
In 2013, <strong>Panalpina</strong> will continue its strategy of investing in<br />
its IT systems to increase efficiency, support the needs of<br />
customers, and drive innovations. The deployment of the<br />
Transportation Management system is a central element in<br />
this effort, as is the development of the capacity to meet<br />
customers’ demands for data. Managing costs will be a<br />
focus in the coming year to ensure that the IT systems are<br />
operating as efficiently as possible. Lastly, the role of social<br />
media will be considered moving forward. In this era of<br />
increased connectivity and instantaneous communication,<br />
social media may provide new and exciting opportunities to<br />
connect with customers.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Procurement<br />
31<br />
Growing business through partnerships – The partnerships<br />
<strong>Panalpina</strong> develops with suppliers is a crucial<br />
element of the Company’s overall success. Maintaining<br />
a collaborative, respectful relationship with its suppliers<br />
provides opportunities for continued knowledge exchange<br />
and provides the capacity to readily identify solutions to<br />
challenges that arise in an extremely dynamic industry.<br />
<strong>Panalpina</strong>’s strong relationships with its partners directly<br />
impact its ability to maintain the competitive advantages it<br />
enjoys and to provide the highest value to its customers.<br />
Therefore the selection and management of subcontractors<br />
is a carefully managed process, to ensure that these relationships<br />
reflect <strong>Panalpina</strong>’s own values, and will ultimately<br />
support the strategic objectives and growth of the Company.<br />
Setting high standards<br />
As subcontractors play a crucial role in <strong>Panalpina</strong>’s day-today<br />
business, it is imperative that they represent <strong>Panalpina</strong><br />
well and meet the Company’s high expectations regarding<br />
quality and ethical business practices. Therefore finding<br />
trustworthy partners who are technically qualified to meet<br />
the needs of <strong>Panalpina</strong>’s customers in a cost-effective manner<br />
is a high priority. Subcontractors must have a proven<br />
track record in ocean, air and logistics operations and have<br />
exceptional reputations for service and quality. <strong>Panalpina</strong><br />
assesses potential suppliers based on strict criteria that<br />
reflect the Company’s expectations in the areas of ethics<br />
and compliance, credibility, pricing, quality of service,<br />
consistency and performance. Coupled with these distinct<br />
selection criteria, <strong>Panalpina</strong> also recognizes the right of<br />
subcontractors to be treated with complete fairness. To this<br />
end, the Company conducts its selection practices such<br />
that all subcontractors are provided an equal opportunity to<br />
be awarded contracts, regardless of nationality. <strong>Panalpina</strong><br />
also does not have a policy to preferentially hire suppliers<br />
that are local to its operations. Regardless of a supplier’s<br />
location, its expected that all the Company’s rules and policies<br />
are adhered to so that they may remain compliant with<br />
all applicable laws and regulations.<br />
services. These partnerships hold significant potential to<br />
uncover opportunities that can lead to streamlining processes<br />
and leveraging shared experience in this fast-paced<br />
industry. One example of how these relationships present<br />
opportunities to grow together is the PanGreen program<br />
that <strong>Panalpina</strong> has been implementing since 2010. Part of<br />
this sustainability initiative assesses the energy and environmental<br />
impacts of subcontractors and calculates the<br />
carbon footprint of cargo shipments. The results of these<br />
calculations provide a source of data that may be used as<br />
reference for subcontractors considering their environmental<br />
performance and weighing options for improving efficiency.<br />
Actively engaging suppliers in this way has fostered<br />
a culture grounded in collaboration and shared interests<br />
in improving overall performance and offering customers<br />
superior services.<br />
Leading by example<br />
<strong>Panalpina</strong> considers compliance with all applicable laws<br />
and regulations as non negotiable for itself and for those<br />
with whom it does business. This is especially relevant in<br />
terms of national and international laws and regulations<br />
related to anti-corruption, environmental protection, and<br />
other legal conditions. <strong>Panalpina</strong> takes all necessary<br />
precautions to ensure full compliance with all laws, including<br />
conducting internal audits and compliance audits of<br />
subcontractors to ensure that there are no unknown legal<br />
risks or liabilities and that there are no actual or perceived<br />
violations of any laws or regulations where <strong>Panalpina</strong> does<br />
business.<br />
Growing together<br />
As part of <strong>Panalpina</strong>’s commitment to hire the best partners,<br />
it is expected that these subcontractors are highly<br />
knowledgeable about the business and are capable of<br />
suggesting improvements to the Company’s products and<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
32<br />
Value Creation and Sustainability<br />
Quality, Health, Safety and Environment<br />
Commitment to sustainability management – A core<br />
element of <strong>Panalpina</strong>’s approach to driving customer<br />
satisfaction is based upon its commitment to employ<br />
disciplined and structured management systems for<br />
quality, health, safety and environmental issues. Such an<br />
approach facilitates continuous improvement efforts,<br />
allowing <strong>Panalpina</strong> to regularly assess its performance<br />
and make adjustments where necessary.<br />
<strong>Panalpina</strong>’s robust quality, health, safety and environmental<br />
control processes greatly increase the value of its services<br />
and ultimately the satisfaction of its customers. These<br />
efforts, which extend throughout the organization, are the<br />
responsibility of the Corporate Quality, Health, Safety and<br />
Environmental team and are central to maintaining its<br />
culture of responsibility. Quality, health, safety and environment<br />
issues are also an important part of <strong>Panalpina</strong>’s<br />
Integrated Management System (IMS), where all relevant<br />
organizational and operational aspects of <strong>Panalpina</strong> are<br />
documented. This system reflects all of the aspects of the<br />
international standard ISO 9001, ISO 14001, OHSAS 18001<br />
and complies with and reflects specific national or international<br />
legal requirements, such as C-TPAT, GDP (Good Distribution<br />
Practice for pharmaceutical products), CSI/AMS<br />
and Aviation Security legislation. All of this is carried out<br />
with the goal of measuring and ensuring the quality of the<br />
operational service delivered to customers.<br />
Global certification for <strong>Panalpina</strong> facilities<br />
<strong>Panalpina</strong> recognizes the value that structured management<br />
systems and certification schemes bring to a large company.<br />
They provide a common framework for training, auditing<br />
and assessment, and facilitate communication across wide<br />
geographic regions and cultural differences. The Company<br />
is delighted to have achieved in <strong>2012</strong> global certification according<br />
to the health and safety standard OHSAS 18001,<br />
the first logistics company to achieve this. Comprehensive<br />
and systematic environmental mana gement is also key to<br />
Panal pina’s success and credibility. To support this, <strong>Panalpina</strong><br />
has achieved certification for all offices worldwide<br />
according to the Environmental Management Standard ISO<br />
14001:2004. This required integrating the Environmental<br />
Global Standards in compliance into the Panal pina IMS and<br />
subsequently applying this framework to all facil ities worldwide.<br />
In addition, all countries are required to identify all<br />
relevant local environmental legislation and ensure these<br />
laws are implemented and checked for com pliance.<br />
Focused programs to mitigate risks<br />
As part of its global health and safety certification process,<br />
<strong>Panalpina</strong> underwent an extensive global risk assessment<br />
to identify areas where risks existed, and to plan appropriate<br />
mitigation measures. Based on this, a number of targeted<br />
programs were implemented to support healthy working<br />
conditions and hygienic workplaces, reduce risk exposure<br />
associated with the handling, storage and transportation of<br />
cargo, and enforce the use of personal protective equipment<br />
where conditions require it. Other topics covered by<br />
<strong>Panalpina</strong>’s health and safety programs include ensuring<br />
that qualified and competent personnel and appropriate<br />
equipment are safely deployed in potentially dangerous<br />
working conditions, enabling fast and appropriate responses<br />
to any sort of emergency situations, and a behavioral<br />
safety program that seeks to reduce incidents and mistakes<br />
caused by human error.<br />
Quality, health, safety and environment in all levels<br />
Employees at all levels of the <strong>Panalpina</strong> Group are responsible<br />
for upholding the quality, health, safety and environmental<br />
policies, principles, and objectives of <strong>Panalpina</strong> and<br />
its clients. The Quality, Health, Safety and Environmental<br />
Manager – <strong>Panalpina</strong>’s global Quality, Health, Safety and<br />
Environment (QHSE) representative – ensures the implementation<br />
and maintenance of all processes needed for<br />
the QHSE system globally and reports the performance of<br />
the system to the Executive Board. <strong>Panalpina</strong> Management<br />
defines the overall goals of the HSE plan, appoints responsibilities,<br />
provides the authority and necessary resources<br />
for implementation, assesses performance against the<br />
goals, and takes corrective actions as appropriate.<br />
No fatal accidents<br />
In <strong>2012</strong>, <strong>Panalpina</strong> significantly expanded its health and<br />
safety data collection activities as part of its global OHSAS<br />
18001 certification process. In <strong>2012</strong>, zero fatal accidents<br />
and 365 nonfatal accidents which required some sort of<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Quality, Health, Safety and Environment<br />
33<br />
medical treatment were reported. As part of the Behavioral<br />
Safety Program, employees are also encouraged to report<br />
events with “near misses.” Here, 307 were reported compared<br />
to 73 in the previous year. The significant increase is<br />
attributable to more complete datasets and the inclusion of<br />
many additional facilities in the data collection process.<br />
79 lost time injuries were reported, corresponding to a rate<br />
of 0.55 per 200,000 total working hours. Globally, there are<br />
more than 40 Health, Safety and Environment representatives<br />
in place at Panal pina, who provide guidance and<br />
assistance to the senior management on HSE issues. Internal<br />
audits are performed by more than 100 trained<br />
auditors and 1,665 on-site inspections were carried out in<br />
<strong>2012</strong>. All areas passed the ongoing surveillance audits completed<br />
by an external certification firm.<br />
Regular audits support performance<br />
In <strong>2012</strong>, 220 QHSE internal and external audits were performed<br />
at <strong>Panalpina</strong> facilities. This willingness to submit to<br />
rigorous assessments of our performance on an ongoing<br />
basis helps to keep all staff members constantly alert to<br />
quality, health, safety and environmental issues. At the<br />
same time, <strong>Panalpina</strong> will be continuing to enhance its own<br />
skills regarding performing self-audits. While internal audits<br />
can be cumbersome and time consuming, they are an essential<br />
ingredient in effectively managing the wide range of<br />
issues under consideration.<br />
Well-trained employees<br />
<strong>Panalpina</strong>’s employees are the focal point of all quality,<br />
health, safety and environment initiatives. Therefore their<br />
training is central to the success of these programs. Building<br />
on <strong>Panalpina</strong>’s culture of training and development,<br />
three new e-learning modules were launched in <strong>2012</strong>:<br />
Warehouse Safety, Office Safety and Health at Work. In<br />
addition to this, all Area QHSE Managers around the world<br />
were trained on OHSAS 18001, Work Site In spection, Risk<br />
Assessment and Accident Investigation. Two additional<br />
e-learning modules were deployed in <strong>2012</strong>, one focused<br />
on increasing employee awareness of Panal pina’s IMS and<br />
the other regarding Incident Handling Awareness.<br />
Awarded performance<br />
In <strong>2012</strong>, <strong>Panalpina</strong> was recognized with several awards. At<br />
the 8th <strong>Annual</strong> SCM Logistics World <strong>Panalpina</strong> was presented<br />
with the coveted Asia Pacific 3PL excellence award. In<br />
the 11th competition of The Logistics Provider of the Year<br />
<strong>2012</strong> <strong>Panalpina</strong> Poland has received the special award of<br />
“basing the supply chain on the most flexible and best quality<br />
service in the air and ocean freight forwarding market.”<br />
<strong>Panalpina</strong> Houston has achieved the rating of bronze status<br />
under the prestigious global continuous improvement process<br />
called LOGEX. From customer side Johnson & Johnson<br />
Pharmaceuticals honored <strong>Panalpina</strong> with the prestigious<br />
award as International Provider of the Year and from the<br />
healthcare company Covidien <strong>Panalpina</strong> was named <strong>2012</strong><br />
Ocean Provider of the Year. The Chinese Construction machinery<br />
manufacturer LiuGong has awarded <strong>Panalpina</strong> the<br />
Excellent FCL Ocean Freight Forwarder Award, and <strong>Panalpina</strong><br />
received again the Logistics Supplier of the Year award<br />
from Huawei.<br />
Environmental initiatives<br />
<strong>Panalpina</strong>’s global environmental program, PanGreen, continued<br />
its activities in <strong>2012</strong>. These initiatives, which ori g-<br />
inate from the <strong>Panalpina</strong> Executive Board and include all<br />
business units and departments, form the basis for <strong>Panalpina</strong>’s<br />
ongoing commitment to reducing its environmental<br />
impacts worldwide. PanGreen is organized into four key<br />
areas: ISO certification, internal data collection and monitoring,<br />
supplier outreach, and greenhouse gas calculations.<br />
In addition to this, <strong>Panalpina</strong>’s efforts are supported by the<br />
Eco-Transport and Eco-Consumption programs. Eco-Transport<br />
is an effort to provide customers with ways that they<br />
can reduce the environmental impacts of the forwarding<br />
and logistics operations that <strong>Panalpina</strong> performs on their<br />
behalf, in order to continuously reduce and eliminate<br />
releases into the air, water and soil. The primary elements<br />
of this program are:<br />
– Modal Shift, a lower-emission distribution program that<br />
promotes the combined use of alternative transportation<br />
modes with optional shifts from truck to more energy-efficient<br />
modes of transportation, such as rail and vessel;<br />
– Cargo Consolidation, a program for eco-efficient cargo<br />
forwarding established by means of co-loading, joint<br />
delivery, full-load round trips and the efficient use of hubs<br />
and warehouses;<br />
– HazMat (hazardous material) Handling, a program that ensures<br />
compliance with international standards regarding<br />
hazardous material transport, including the ADR (European<br />
Agreement concerning the International Carriage of<br />
Dangerous Goods by Road), the IATA Dangerous Goods<br />
Regulations and the IMDG Code.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
34<br />
Value Creation and Sustainability<br />
Quality, Health, Safety and Environment<br />
Eco-Consumption is a portfolio of waste reduction, alternative<br />
resource and other environmental initiatives designed<br />
to promote efficient and environmentally responsible performance<br />
of <strong>Panalpina</strong> and reinforce a resource-conserving,<br />
reuse-oriented and recycling-based philosophy within<br />
the Company. In the coming years, these programs will be<br />
extended to include <strong>Panalpina</strong>’s primary subcontractors in<br />
order to understand more fully the various environmental<br />
impacts across its supply chain.<br />
Environmental performance in <strong>2012</strong><br />
<strong>Panalpina</strong> has established a sophisticated and comprehensive<br />
process for the timely collection of energy, environment,<br />
waste generation and material usage data from<br />
across the organization. By using an enterprise data collection<br />
tool to measure and monitor key environmental data,<br />
the QHSE team is able to monitor a range of data on an annual,<br />
quarterly and monthly basis. Such data includes:<br />
– Electricity consumption<br />
– Fuel consumption<br />
– Heating consumption<br />
– Water consumption<br />
– Spillages<br />
– Business travel<br />
– Paper consumption<br />
– Toner cartridge consumption<br />
Compared to the previous year, total electricity consumption<br />
increased by 3 %, heating energy fell by 27 % and vehicle<br />
fuel consumption fell by 20 %. Overall CO 2 emissions decreased<br />
by 8 %, direct (Scope 1) CO 2 emissions decreased<br />
by 23 % while indirect (Scope 2) emissions, mostly resulting<br />
from the generation of electricity, increased by 4 %. Scope 3<br />
data relevant to business travel by air has been collected<br />
and showed a 15 % decrease over 2011 figures. In <strong>2012</strong>,<br />
there were 3.9 tons of CO 2 equivalent emissions per fulltime<br />
equivalent. As discussed above, many of these changes<br />
can be primarily attributed to fluctuations in business<br />
due to the global economic situation, weather and other environmental<br />
factors at <strong>Panalpina</strong> facilities and the improved<br />
data collection efforts. <strong>Panalpina</strong> is committed to improving<br />
even further on its environmental monitoring and will<br />
continue to improve the coverage and quality of its data collection<br />
efforts in 2013.<br />
The table on the next page gives an overview of the environmental<br />
performance figures collected in <strong>2012</strong> across <strong>Panalpina</strong>’s<br />
global internal operations.<br />
In <strong>2012</strong>, <strong>Panalpina</strong> continued its efforts to collect, compile,<br />
and monitor progress against key environmental impact indicators<br />
in a harmonized manner across all countries where<br />
it operates. With this commitment came the realization that<br />
in order to establish robust and credible goals for environmental<br />
performance improvements, it is necessary to have<br />
clear baseline data from which to measure and monitor impacts.<br />
Over the past few years, significant fluctuations in the global<br />
economy have made acquiring clear baseline environmental<br />
performance numbers difficult. However, with the<br />
global economic situation stabilizing, it is expected that<br />
clear and reliable trends will become apparent. In early<br />
2013, <strong>Panalpina</strong> will establish new corporate-wide goals for<br />
various key performance indicators. These will include<br />
goals for materials (such as paper) consumption, electricity<br />
usage and fuel consumption by <strong>Panalpina</strong>’s fleet of vehicles.<br />
These goals will form the basis of company-wide<br />
greenhouse gas emission goals.<br />
www.panalpina.com/qhse<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Value Creation and Sustainability<br />
Quality, Health, Safety and Environment<br />
35<br />
Energy balance by energy category<br />
Gigajoule<br />
CO2 emission by scope and activity<br />
Tons of CO2 equivalent<br />
280,000<br />
240,000<br />
242,000<br />
40,000<br />
30,000<br />
32,023<br />
200,000<br />
160,000<br />
171,000<br />
25,000<br />
20,000<br />
120,000<br />
80,000<br />
81,000<br />
15,000<br />
10,000<br />
12,362<br />
40,000<br />
5,000<br />
5,297<br />
0<br />
0<br />
Electricity<br />
Heating<br />
Owned vehicles<br />
Electricity<br />
Heating<br />
Owned vehicles<br />
Indirect renewable energy<br />
Indirect energy<br />
Direct energy<br />
Direct CO2 emission (Scope 1)<br />
Indirect CO2 emission (Scope 2)<br />
Activities*<br />
Performance indicator Unit <strong>2012</strong><br />
Energy and CO 2<br />
Electricity Consumption Terajoule 242<br />
Heating Overall consumption Terajoule 81<br />
– District heat Terajoule 9<br />
Vehicle fuel Consumption (<strong>Panalpina</strong>-owned and lease vehicles only) Terajoule 171<br />
CO 2 emissions** Total emissions Tons 58,756<br />
– Direct (Scope 1) Tons 16,510<br />
– Indirect (Scope 2) Tons 33,172<br />
– Indirect (Scope 3, business air travel) Tons 9,074<br />
Relative emissions per FTE Tons 3.9<br />
Materials<br />
Paper Consumption Tons 1,048<br />
Water Consumption m 3 /1000 366<br />
* For each number, data accuracy from many contributing countries was improved compared to the previous year. There are some locations for which no data<br />
was available. For more details, see the GRI content index.<br />
** CO2 emissions were calculated according to the guidelines of the Greenhouse Gas Protocol. Emission factors for direct emissions were taken from IPCC,<br />
2006. Emission factors for indirect emissions were taken from the International Energy Agency (IEA) and the UKDepartment for Environment, Food and<br />
Rural Affairs (DEFRA). For more details please refer to the GRI content index.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
36<br />
Value Creation and Sustainability<br />
Security<br />
Enhanced security systems – To meet rapidly evolving<br />
security challenges, <strong>Panalpina</strong> deploys a globally<br />
experienced team of security professionals equipped<br />
with state-of-the art tools and well-versed in international<br />
best practices for safe and secure logistics. This is<br />
a crucial component of <strong>Panalpina</strong>’s efforts to meet the<br />
exacting requirements of its customers and deliver reliable<br />
and secure logistics services in an efficient manner.<br />
In <strong>2012</strong>, <strong>Panalpina</strong> strengthened its supply chain security<br />
efforts through a variety of process and technological enhancements.<br />
These included proactive reviews of contracts<br />
and tender offers for security-related issues, in-depth<br />
supply chain network analyses, and increased scrutiny to<br />
subcontractor management processes. Additionally, <strong>Panalpina</strong><br />
introduced updates to its security-focused technology<br />
resources with a new incident management tool that<br />
streamlines the reporting, recording, and tracking of security<br />
incidents on a global basis, while also updating<br />
the Company’s intranet and public websites with valuable<br />
security resources and information. The Company also enhanced<br />
its risk-based approach to security management<br />
by investing in commercial, industry, and governmental security<br />
data resources to ensure its supply chain network,<br />
employees, and customers’ products are safe and secure.<br />
Together these upgrades were aimed at integrating security<br />
into routine business, operational, and marketing/sales<br />
efforts, and are indicative of the commitment <strong>Panalpina</strong> has<br />
made to state-of-the-art security practices.<br />
Global certifications<br />
This past year, <strong>Panalpina</strong> maintained, as well as expanded,<br />
its participation and certification in various global government<br />
customs and security programs, which include the<br />
Authorized Economic Operators (AEO) program in Europe,<br />
and the US Department of Homeland Security’s - US Customs<br />
(CBP) Trade Partnership Against Terrorism (C-TPAT),<br />
and US Transportation Security Administration (TSA) cargo<br />
security initiatives. The Company increased the number of<br />
AEO certifications to 16, and continued its track record of<br />
100% screening of cargo shipped via passenger aircraft<br />
from the US through its network of Certified Cargo Screening<br />
Facilities (CCSF) and added X-ray screening capabilities<br />
at three locations.<br />
Department of Homeland Security’s Air Cargo Advanced<br />
Screening (ACAS) pilot program, which targets and preclears<br />
cargo, providing an added layer of supply chain security<br />
by assessing security risks for air cargo to the US. This<br />
acceptance to participate in the pilot will allow <strong>Panalpina</strong> to<br />
offer feedback to the US Government and assist in steering<br />
future ACAS program developments. <strong>Panalpina</strong> also continues<br />
to actively participate with industry associations<br />
focused on protecting the supply chain, such as the Pharmaceutical<br />
Cargo Security Coalition (PCSC).<br />
To ensure the Company’s presence and interests are well<br />
served, representatives from <strong>Panalpina</strong>’s Corporate Security<br />
team presented at industry conferences and participated<br />
in working groups throughout the year with the ACAS<br />
pilot program, the World Economic Forum’s Supply Chain<br />
and Transport Risk Initiative, and at various related industrysponsored<br />
conferences throughout the world.<br />
Cooperations for further improvements<br />
Looking forward, the <strong>Panalpina</strong> Security team will explore a<br />
wide variety of measures to further expand its capabilities<br />
and services. A central element to this effort is to build<br />
upon existing collaborations with customers and government<br />
entities on enhancing supply chain security using<br />
effective and feasible security approaches. Possible measures<br />
include deploying new technologies to automate<br />
existing risk assessment processes, providing security<br />
updates to training and existing security procedures, and<br />
continued cooperation and engagement with other Pan alpina<br />
functions in supporting the integration of security<br />
consid erations into contract management, customer meetings/negotiations,<br />
operational initiatives, and subcontractor<br />
oversight.<br />
Sharing experience and best practices<br />
Other measures include proactive participation in the US<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Corporate Governance and Responsibilities<br />
Social Commitments<br />
37<br />
Corporate responsibility to society – <strong>Panalpina</strong> honors<br />
its social responsibility at different levels. <strong>Panalpina</strong><br />
has supported the Swiss Red Cross Vision First program<br />
for ten years. The program was set up in Ghana to combat<br />
preventable blindness through simple means. On top<br />
of this, <strong>Panalpina</strong>’s business units are involved in many<br />
local projects.<br />
Regional commitment<br />
<strong>Panalpina</strong> and its employees seek to make a difference.<br />
Their social commitment takes different forms, ranging<br />
from participation in fundraising drives to volunteer work at<br />
social facilities. A total of 1,600 employees participated in<br />
Earth Hour <strong>2012</strong>, organized by the World Wide Fund for<br />
Nature (WWF), and for a full hour switched off all unnecessary<br />
lamps and electronic devices. With its “One Transport,<br />
One Dollar” fundraising campaign, <strong>Panalpina</strong> China collected<br />
funds to rebuild a school in Gansu province that was<br />
destroyed by an earthquake. The students moved into the<br />
new, earthquake-proof facilities in September <strong>2012</strong>. On the<br />
school opening day, the <strong>Panalpina</strong> employees also surprised<br />
the students with lesson materials they collected.<br />
Ten years of successful partnership<br />
with the Red Cross<br />
In addition to regionally sponsored projects, <strong>Panalpina</strong> has<br />
been involved in a long-term partnership since 2003 with<br />
the Swiss Red Cross to combat poverty-related blindness<br />
in Northern Ghana. The organizations provide patients<br />
with access to basic eye care treatment, which prevents<br />
blindness in many cases. Cataracts are endemic in Ghana<br />
and throughout the region of West Africa on the southern<br />
edge of the Sahara. Eye disorders are rife due to vitamin<br />
defi ciencies, sandy desert wind and challenging hygienic<br />
con ditions. Poverty, coupled with a shortage of eye care<br />
professionals, makes it difficult for sufferers to find suitable<br />
treatment locally.<br />
Vision First: combating preventable blindness<br />
With its Vision First program, the Red Cross set up 16 eye<br />
clinics in regions where none existed. A mobile team performs<br />
cataract operations in particularly remote villages,<br />
through which vision is restored for around 2,000 blind<br />
people each year. However, prevention is also important.<br />
Towards this end, the program relies on a network of volunteers<br />
who examine school children for early detection of<br />
eye disease. Children with vision impairments receive a pair<br />
of eyeglasses, which enable them to learn to read and write.<br />
In this way, the Red Cross helps make an important contribution<br />
to building a civil society.<br />
Transition to independence<br />
<strong>Panalpina</strong>’s annual contribution to the Vision First program<br />
runs to CHF 200,000, equivalent to a quarter of the project<br />
costs. <strong>Panalpina</strong> has been involved throughout its pilot and<br />
on-the-ground implementation phases. The project has<br />
now entered the completion stage. The Swiss Red Cross<br />
will hand over the facilities to the local organization in 2013.<br />
Results of Vision First program<br />
<strong>2012</strong><br />
Patients treated 181,966<br />
Operations performed 2,371<br />
Patients issued vision aids 1,395<br />
Clinics/hospitals in operation 16<br />
Persons provided with health education 486,922<br />
Number of project participants<br />
<strong>2012</strong><br />
Opticians and ophthalmologists 3<br />
Nurses (trained to treat minor eye disorders) 28<br />
Schoolteachers (with special training in<br />
healthcare issues) 345<br />
Active Red Cross volunteers 1,120<br />
www.panalpina.com/society<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
38<br />
Corporate Governance and Responsibilities<br />
Corporate Management<br />
Corporate Governance and Compensation <strong>Report</strong> –<br />
<strong>Panalpina</strong> is committed to a transparent management<br />
struc ture that is governed by international principles.<br />
This Corporate Governance <strong>Report</strong> complies with the<br />
Directive of the SIX Swiss Exchange and therefore provides<br />
investors with according key information. Section 5<br />
of this report also serves as a Compensation <strong>Report</strong> as<br />
recommended by economiesuisse in its Swiss Code of<br />
Best Practice for Corporate Governance.<br />
1 Group structure and shareholders<br />
1.1 Group structure<br />
1.1.1 Operational group structure<br />
<strong>Panalpina</strong>’s business activities are primarily regionally<br />
oriented. The operating structure is divided into<br />
the following three regional segments:<br />
– EMEA (Europe, Middle East, Africa and CIS)<br />
– Americas (North, Central and South America)<br />
– Asia Pacific<br />
Secondary, the business activities are subdivided<br />
into the following business segments:<br />
– Air Freight<br />
– Ocean Freight<br />
– Logistics (road, rail and warehousing)<br />
Supplementary information can be taken from the<br />
segmental reporting section of the Consolidated<br />
Financial Statements (pages 89–91).<br />
1.1.2 Listed companies within the scope<br />
of consolidation<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. (PWT), the<br />
ultimate holding company of the <strong>Panalpina</strong> Group, is<br />
the only listed company within the scope of consolidation.<br />
PWT has its registered office in Basel, Switzerland.<br />
The PWT shares are exclusively listed on the<br />
SIX Swiss Exchange. The market capitalization on<br />
the closing date amounted to CHF 2.2 billion<br />
(23,750,000 registered shares at CHF 92.85 per<br />
share).<br />
The PWT shares are traded under Valor no. 216808,<br />
ISIN CH0002168083, symbol PWTN.<br />
1.1.3 Nonlisted companies within the scope<br />
of consolidation<br />
The main subsidiaries and associated companies are<br />
disclosed in the Consolidated Financial Statements<br />
(pages 128–130) itemized by registered office, nominal<br />
capital, equity interest in percent, investment<br />
and method of consolidation.<br />
1.2 Significant shareholders<br />
Major percentage increases/changes are related to<br />
the capital reduction as explained under 2.1.<br />
The Ernst Göhner Foundation, Zug, Switzerland, is<br />
the main shareholder of PWT, with an equity participation<br />
of 45.9 %.<br />
Cevian Capital II Master Fund LP held a share capital<br />
of 11.97 % on closing date. Other significant shareholders<br />
according to their most recent disclosure<br />
notices are Artisan Partners Limited Partnership<br />
(5.28 %) and Bestinver Gestión, S.G. SGIIC (5.32 %).<br />
With regard to other significant shareholders, during<br />
the reporting year no disclosures were made on the<br />
SIX online publication platform.<br />
1.3 Cross-shareholdings<br />
No cross-shareholdings exist between PWT and any<br />
other company.<br />
2 Capital structure<br />
2.1 Capital<br />
On the closing date, the ordinary share capital of<br />
PWT amounted to CHF 2,375,000 and is divided into<br />
23,750,000 registered shares, with a nominal value<br />
of CHF 0.10 each.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Corporate Governance and Responsibilities<br />
Corporate Management<br />
39<br />
2.2 Authorized and conditional share capital<br />
The extraordinary Shareholders’ Meeting of PWT<br />
held on August 23, 2005 agreed with the Board of<br />
Directors’ proposal to create an authorized share<br />
capital up to a maximum aggregate amount of CHF<br />
6,000,000 by issuing a maximum of 3,000,000 registered<br />
shares with a nominal value of CHF 2.00<br />
each. At the Shareholders’ Meeting of May 10, 2011<br />
the authorized share capital was renewed at the<br />
same value until May 2013. At the Shareholders’<br />
Meeting of May 8, <strong>2012</strong>, the authorized share capital<br />
was reduced in conjunction with the reduction of the<br />
share capital (see section 2.3 below) to a maximum<br />
aggregate amount of CHF 300,000 by issuing a<br />
maximum of 3,000,000 registered shares with a<br />
nominal value of CHF 0.10 each.<br />
The Board of Directors is authorized to exclude the<br />
preemptive rights of shareholders and to convey<br />
them to third parties, provided that such new shares<br />
are to be used for the takeover of entire enterprises,<br />
divisions or assets of enterprises or participations or<br />
for the financing of such transactions. The Board of<br />
Directors has not yet made use of this authorization.<br />
No decision has been made regarding the creation of<br />
conditional capital.<br />
2.3 Change in capital over the past three years<br />
In August 2007, the Board of Directors initiated a<br />
share buyback program. Under this program, shares<br />
amounting to 5 % of the share capital (1,250,000<br />
shares) have been repurchased. The buyback program<br />
was concluded on September 2, 2008. At the<br />
<strong>Annual</strong> General Meeting of May 8, <strong>2012</strong>, the share<br />
capital was reduced from CHF 50,000,000 to CHF<br />
2,375,000 by way of cancellation of the repurchased<br />
1,250,000 shares and further reduction of the nominal<br />
value per share from CHF 2.00 to CHF 0.10 each.<br />
2.4 Shares and participation certificates<br />
On the closing date, 23,750,000 fully paid-in PWT<br />
registered shares with a nominal value of CHF 0.10<br />
each were issued. On this date, no participation certificates<br />
were issued.<br />
2.5 Dividend-right certificates<br />
On the closing date, no dividend-right certificates<br />
had been issued.<br />
2.6 Limitations on transferability and<br />
nominee registrations<br />
2.6.1 Limitations on transferability for each share<br />
category; indication of statutory group clauses<br />
and rules for granting exceptions<br />
Acquirers of PWT shares are entered into the share<br />
register as shareholders with voting rights upon provision<br />
of proof of the acquisition of the shares and provided<br />
that they expressly declare that they hold the<br />
shares in their own name and for their own account.<br />
The Articles of PWT specify that any shareholder<br />
may exercise voting rights to a maximum of 5 % of the<br />
total number of shares recorded in the commercial<br />
register. This limitation for registration in the share<br />
register shall also apply to persons who hold shares<br />
fully or in part through nominees within the meaning<br />
of the Articles. Furthermore, this limitation for registration<br />
in the share register also applies to registered<br />
shares that are acquired through the exercising<br />
of preemptive rights, warrants and conversion<br />
rights. The Board of Directors is empowered to allow<br />
exemptions from the limitation for registration in the<br />
share register in particular cases.<br />
The Articles make provision for group clauses.<br />
The limitations on transferability do not apply to the<br />
shares held by the Ernst Göhner Foundation because<br />
it held PWT shares prior to the implementation of the<br />
limitations (so-called grandfathering).<br />
2.6.2 Reasons for granting exceptions in the<br />
year under review<br />
No exceptions were granted during the reporting<br />
year.<br />
2.6.3 Admissibility of nominee registrations;<br />
indication of any percent clauses and<br />
registration conditions<br />
The Articles of PWT specify that the Board of Directors<br />
may register nominees with voting rights in the<br />
share register up to a maximum of 2 % of the share<br />
capital recorded in the commercial register. Nominees<br />
are persons who do not expressly declare in<br />
their application that they hold the shares for their<br />
own account and with whom the Company has<br />
entered into an agreement to this effect.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
40<br />
Corporate Governance and Responsibilities<br />
Corporate Management<br />
The Board of Directors is empowered to register<br />
nominees with voting rights exceeding 2 % of the<br />
share capital recorded in the commercial register as<br />
long as the respective nominees inform PWT of the<br />
names, addresses, nationalities (registered office in<br />
the case of legal entities) and the shareholdings of<br />
those persons for whose account they hold 2 % or<br />
more of the share capital recorded in the commercial<br />
register.<br />
The Articles make provision for group clauses.<br />
2.6.4 Procedure and conditions for cancelling<br />
statutory privileges and limitations on<br />
transferability<br />
A resolution of the General Shareholders Meeting of<br />
PWT on which at least two-thirds of the voting<br />
shares represented agree is required for any abolition<br />
or change of the provisions relating to transfer<br />
limitations.<br />
2.7 Convertible bonds, warrants and options<br />
There were no convertible bonds outstanding on the<br />
closing date.<br />
The only issued options relate to the share and option<br />
participation program (Management Incentive<br />
Plan, MIP) are for currently 511 senior managers of<br />
<strong>Panalpina</strong>. As of 2009, the Board of Directors and<br />
the Executive Board have been excluded from participation<br />
in this program. As of 2011, the options<br />
under the MIP program have been replaced by a free<br />
share ratio scheme. For further details please refer<br />
to section 5.1.<br />
3 Board of Directors<br />
3.1 Members of the Board of Directors<br />
At the <strong>Annual</strong> General Meeting of May 8, <strong>2012</strong>,<br />
Rudolf W. Hug, Beat Walti, Lars Förberg, Chris E.<br />
Muntwyler, Roger Schmid, Hans-Peter Strodel and<br />
Knud Elmholdt Stubkjær were reelected to the Board<br />
of Directors for a one-year term.<br />
On the closing date, the Board was composed of<br />
seven persons.<br />
Three members of the Board of Directors (Rudolf W.<br />
Hug, Roger Schmid and Beat Walti) are also members<br />
of the Board of Trustees (Stiftungsrat) of PWT’s<br />
main shareholder, the Ernst Göhner Foundation.<br />
Lars Förberg is a member of the Board of Directors<br />
of Cevian Capital, the second-largest PWT shareholder.<br />
The biographies of the members are as follows:<br />
Rudolf W. Hug, Chairman. Swiss citizen. Born in<br />
1944. Reelected in <strong>2012</strong> (until 2013).<br />
Rudolf W. Hug holds a PhD in law from the University<br />
of Zurich and a MBA from INSEAD, Fontainebleau<br />
(France). In 1985, he participated in the Executive<br />
Program of the Graduate School of Business at<br />
Stanford University. From 1977 to 1997, he worked<br />
in several positions for Schweizerische Kreditanstalt<br />
(today Credit Suisse). During the period from 1987 to<br />
1997, he ran the international division and served as<br />
a member of the Executive Board of Credit Suisse<br />
and Credit Suisse First Boston. Since 1998, Rudolf W.<br />
Hug has been active as an independent management<br />
consultant.<br />
Rudolf W. Hug has been a member of the Board of<br />
Directors since 2005 and was appointed Chairman<br />
of the Board of Directors on May 15, 2007 following<br />
the retirement of his predecessor.<br />
Beat Walti, Member of the Board of Directors since<br />
2010. Swiss citizen. Born in 1968. Reelected in <strong>2012</strong><br />
(until 2013).<br />
Beat Walti holds a PhD in law from the University of<br />
Zurich. From 1998 to 2001 he was working as a consultant<br />
and engagement manager with McKinsey &<br />
Company in Zurich. In 2001, he was a co-founder<br />
and project manager of a start-up company in the<br />
healthcare sector. Since 2002, Beat Walti is a lawyer<br />
with Wenger & Vieli in Zurich specializing in corporate,<br />
commercial, contract, competition and antitrust<br />
law. He became partner with Wenger & Vieli in<br />
2007 and is the firm’s managing partner since <strong>2012</strong>.<br />
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Lars Förberg, Member of the Board of Directors<br />
since 2011. Swedish citizen. Born in 1965. Reelected<br />
<strong>2012</strong> (until 2013).<br />
Lars Förberg studied economics in Stockholm and<br />
Michigan and holds a M.Sc. in Economics and Business<br />
Administration from the Stockholm School of<br />
Economics. He started his career as an investment<br />
manager and partner at the private equity company<br />
Nordic Capital in Sweden. At the end of 1997 he<br />
moved to the former AB Custos, one of Sweden’s<br />
largest public limited investment companies, where<br />
he worked until September 2001, most recently as<br />
Chief Investment Officer. Since October 2001, Lars<br />
Förberg has been managing partner in Cevian Capital,<br />
an investment company specializing in public<br />
limited companies, which he cofounded.<br />
Chris E. Muntwyler, Member of the Board of Directors<br />
since 2010. Swiss citizen. Born in 1952.<br />
Reelected in <strong>2012</strong> (until 2013).<br />
Chris E. Muntwyler attended the School of Commerce<br />
in Zurich and completed various executive<br />
programs at Harvard University, IMD in Lausanne<br />
and at the Wharton University. From 1972 to 1999 he<br />
held several positions at Swissair, until 1981 in various<br />
leadership functions in the Marketing Division,<br />
in 1982 as General Manager Marketing and Sales<br />
Scandinavia and from 1986 for North America. In<br />
1990, he took over the responsibility for the global<br />
Price and Distribution Policy and was then leading<br />
the development and introduction of the new Group<br />
IT strategy. Before leaving Swissair at the beginning<br />
of 1999, he was Vice President Global Distribution.<br />
From 1999 to 2008, Chris E. Muntwyler held several<br />
executive positions at DHL Express, in 1999 as Managing<br />
Director Switzerland, in 2002 as Managing<br />
Director Germany, in 2003 as Chief Executive Central<br />
Europe, and in 2005 as Chief Executive United<br />
Kingdom.<br />
Today Chris E. Muntwyler is President and CEO of<br />
the management consulting company Conlogic AG.<br />
Roger Schmid, Member of the Board of Directors<br />
since 2003. Swiss citizen. Born in 1959. Reelected in<br />
<strong>2012</strong> (until 2013).<br />
Roger Schmid holds a university degree in law as<br />
well as a PhD in law from the University of Zurich.<br />
From 1991 to 1995, he was Legal Counsel and Director<br />
at Bank Leu (today Credit Suisse). Roger Schmid<br />
works as an Executive Director of the Ernst Göhner<br />
Foundation.<br />
Hans-Peter Strodel, Member of the Board of Directors<br />
since 2010. Swiss citizen. Born in 1943.<br />
Reelected in <strong>2012</strong> (until 2013).<br />
Hans-Peter Strodel holds a PhD in economics from<br />
the University of St. Gallen. From 1969 until 1974 he<br />
was an executive assistant at Maschinenfabrik Benninger<br />
und Heberlein AG. From 1975 until 1994, he<br />
held several positions at the Oerlikon-Bührle Group,<br />
in 1975 as Head of Planning and Marketing in Italy,<br />
and from 1980 as Head of Finance at Werkzeugmaschinenfabrik<br />
Oerlikon-Bührle AG and Oerlikon-Contraves.<br />
From 1995 until 2008, Hans-Peter Strodel<br />
was CFO at Schweizerische Post.<br />
Knud Elmholdt Stubkjær, Member of the Board of<br />
Directors since 2011. Danish citizen. Born in 1956.<br />
Reelected in <strong>2012</strong> (until 2013).<br />
Knud Elmholdt Stubkjær holds a shipping degree<br />
from the Mærsk International Shipping Academy,<br />
supplemented with various executive programs, e.g.<br />
from IMD and INSEAD. From 1977 through 2007, he<br />
held various positions within the A.P. Møller-Mærsk<br />
Group, including a number of postings in Asian and<br />
European countries. This included positions as Head<br />
of Mærsk Line United Kingdom, President of Mærsk<br />
K.K. Japan, CEO A.P. Møller-Mærsk Singapore and<br />
Regional Manager A.P. Møller Group Asia/Oceania/<br />
Middle East. In 1999, he became Head of Mærsk<br />
container business worldwide, based in Copenhagen,<br />
and the same year became one of five partner<br />
in the A.P. Møller-Mærsk Group. In 2008, he became<br />
partner in the E.R. Capital Holding Group in Hamburg,<br />
serving as CEO of one of its subsidiaries,<br />
E.R. Schiffahrt GmbH, a leading maritime service<br />
pro vider within container, bulk and offshore shipping.<br />
Since July 30, <strong>2012</strong>, Knud Elmholdt Stubkjær<br />
is acting as CEO and CSO of Carrix Inc., Seattle,<br />
Washington.<br />
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All the members of the Board are nonexecutive<br />
members and do not actively perform any managerial<br />
functions at PWT or any of the Group companies.<br />
Nor have they held any executive positions within<br />
the past three years prior to this reporting year.<br />
None of the members of the Board of Directors has a<br />
substantial business relationship with PWT or any of<br />
its group companies.<br />
3.2 Other activities and vested interests<br />
Rudolf W. Hug, Member of the Board of Trustees<br />
(Stiftungsrat) of the Ernst Göhner Foundation,<br />
Zug (Switzerland), Vice Chairman of the Board of<br />
Di rectors of Deutsche Bank (Schweiz) AG, Geneva<br />
(Switzerland) and Member of the Board of Directors<br />
of Allreal Holding AG, Baar (Switzerland).<br />
Beat Walti, Chairman of the Board of Trustees of the<br />
Ernst Göhner Foundation, Zug (Switzerland).<br />
Lars Förberg, Chairman of the Board of Directors<br />
of Cevian Capital AG, Pfäffikon (Switzerland), member<br />
of the Board of Directors of Cevian Capital Ltd.,<br />
Jersey (Channel Islands) and Alent plc., Woking<br />
(UK), and member of the Nomination Committees of<br />
Metso, Helsinki (Finland), Tieto, Helsinki (Finland),<br />
Volvo, Gothenburg (Sweden).<br />
Chris E. Muntwyler, Member of the Board of Di rectors<br />
of Austrian Post in Vienna (Austria) and of National<br />
Express Group PLC, London (United Kingdom).<br />
Roger Schmid, Member of the Board of Trustees<br />
and Executive Director of the Ernst Göhner Foundation,<br />
Zug (Switzerland).<br />
Hans-Peter Strodel, Member of the Board of Directors<br />
of Skyguide, Meyrin (Switzerland).<br />
Knud Elmholdt Stubkjær, Member of the Board of<br />
Directors of Unifeeder A/S, Aarhus (Denmark).<br />
Other than these, the members of the Board of<br />
Directors do not hold other material offices, nor<br />
do they carry out any other principal activities that<br />
affect the Group.<br />
3.3 Elections and terms of office<br />
3.3.1 Principles of the election procedure and<br />
limitations on the terms of office<br />
The Articles of PWT do not make provision for the<br />
general renewal of office for the Board of Directors.<br />
The members of the Board of Directors are elected<br />
at each General Meeting of Shareholders with a oneyear<br />
period of office. They may be reelected at any<br />
time. The Organizational Regulations of PWT specify<br />
an age limit of 72 years for the members of the Board<br />
of Directors.<br />
3.3.2 The first election and remaining term of office<br />
for each member of the Board of Directors<br />
The timing of the first election and the remaining<br />
term of office for each member of the Board of Directors<br />
is specified under section 3.1.<br />
3.4 Internal organizational structure<br />
The Board of Directors is responsible for the ultimate<br />
management of the Company and monitoring of the<br />
Executive Board. It represents the Company externally<br />
and is responsible for all matters which have<br />
not been transferred to another executive body of<br />
the Company by the Swiss Code of Obligations or<br />
the Articles. In line with the Articles, the Board of Directors<br />
has established Organizational Regulations<br />
that transfer certain management responsibilities to<br />
the Executive Board.<br />
3.4.1 Allocation of tasks within the Board of Directors<br />
The Board of Directors self-constitutes and appoints<br />
its Chairman and Vice Chairman. The Chairman (in<br />
his absence the Vice Chairman) directly supervises<br />
the business affairs and activities of the Executive<br />
Board and is entitled to regularly attend Executive<br />
Board meetings. The Corporate Auditor as well as<br />
the Corporate Secretary, in his capacity as secretary<br />
to the Board of Directors, are directly subordinated<br />
to the Chairman of the Board of Directors.<br />
3.4.2 Member list, tasks and areas of responsibility<br />
for each committee of the Board of Directors<br />
Three committees exist under the Board of Directors.<br />
The Audit Committee consists of the following members<br />
of the Board of Directors: Hans-Peter Strodel<br />
(Chairman), Lars Förberg and Roger Schmid. The Au-<br />
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dit Committee supports the Board of Directors with<br />
the review of the Company’s financial statements, the<br />
supervision of the financial accounting standards and<br />
reporting, the review of the effectiveness of the Internal<br />
Control System and with the efficiency of external<br />
and internal audit procedures, including risk management.<br />
The Audit Committee reviews the consolidated<br />
annual financial statements as well as the published<br />
interim financial statements and submits an application<br />
to the Board of Directors for approval. It regularly<br />
maintains contact with the Group Auditors and the<br />
Corporate Auditor. On this basis, it adopts the detailed<br />
reports of the Group Auditors and semi-annual<br />
reports of Corporate Audit. It is therefore in the position<br />
to audit the quality, effectiveness and interaction<br />
between the control systems, to determine the audit<br />
priorities, to introduce proposed measures and to<br />
monitor their implementation. The Audit Committee<br />
determines the organization of Corporate Audit,<br />
adopts the internal audit charter and approves the annual<br />
planning and scope of internal audit.<br />
In the field of risk management, the Audit Committee<br />
approves the detailed and weighted risk map of<br />
the Executive Board, adopts the necessary measures<br />
for risk control and risk mitigation and reports<br />
the respective outcome to the Board of Directors on<br />
a yearly basis. The risk map itself covers any strategic,<br />
financial, operational, legal and compliance risks<br />
that could significantly impact the Company’s ability<br />
to achieve its business goals and financial targets.<br />
Identified risks are weighted and prioritized by the<br />
Executive Board according to their significance and<br />
likelihood of occurrence. For each risk, specific risk<br />
mitigation measures – including their current status<br />
– are defined and responsibilities are allocated. The<br />
risk map, which is compiled by the Risk Review Committee,<br />
chaired by the Corporate Secretary, for review<br />
by the Executive Board and subsequent approval<br />
by the Audit Committee, contains risks identified<br />
and assessed by the respective corporate functions,<br />
Regional management, Corporate Audit and the<br />
Group Auditors. The Group’s key risks are annually<br />
reported to the Board of Directors.<br />
During the reporting year the Audit Committee held<br />
five half day meetings. During Audit Committee<br />
meetings, direct discussions took place with representatives<br />
of the Group Auditors and Corporate<br />
Audit. Representatives from the Group Auditors<br />
were present at three of these meetings and the<br />
Corporate Auditor (being a permanent participant at<br />
the Audit Committee Meeting since August 2010)<br />
attended all of the above-mentioned meetings. At<br />
these meetings, the Executive Board was regularly<br />
represented by the CEO, the CFO/interim CFO and<br />
the Corporate Secretary.<br />
The Compensation and Nomination Committee consists<br />
of the following members of the Board of Directors:<br />
Rudolf W. Hug (Chairman), Chris E. Muntwyler<br />
and Knud Elmholdt Stubkjær. It monitors the selection<br />
process for members of the Board of Directors,<br />
the Executive Board and other selected senior management<br />
positions, determines the overall remuneration<br />
and terms of employment for members of the<br />
Board of Directors and the Executive Board as well<br />
as remuneration bands for highly compensated employees.<br />
Regarding the compensation of the members<br />
of the Executive Board (overall remuneration,<br />
including target bonus), the Committee makes a decision<br />
subject to the final approval of the Board of<br />
Directors; applications for the compensation of the<br />
Board members are decided by the Committee and<br />
shared with the Board of Directors. Each year the<br />
Committee decides on the bonus compensation for<br />
the CEO and the other members of the Executive<br />
Board for the previous year, based on recommendations<br />
of the Chairman (for the CEO) and the CEO (for<br />
other Executive Board members). Furthermore, the<br />
Committee regularly reviews the Board Stock Award<br />
Plan, the Executive Board Mid-Term and Long-Term<br />
Incentive plans and the Group’s Management Incentive<br />
Plan and submits proposals for final approval to<br />
the Board of Directors. Moreover, it approves concepts<br />
and policies for the Group’s management performance<br />
assessment, succession planning and expat<br />
programs.<br />
During the reporting year, the Compensation and<br />
Nomination Committee held three meetings of approximately<br />
two hours each and two telephone conferences.<br />
The Executive Board was regularly represented<br />
at these meetings by the CEO, the Chief HR<br />
Officer and the Corporate Secretary.<br />
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The Ethics and Compliance Committee (former Legal<br />
and Compliance Committee) consists of the following<br />
members of the Board of Directors: Rudolf W.<br />
Hug (Chairman), Roger Schmid and Beat Walti. It<br />
oversees the Company’s Business Ethics Program<br />
and monitors <strong>Panalpina</strong>’s adherence to both, the<br />
Deferred Prosecution Agreement (DPA) with the US<br />
Department of Justice and the Administrative Agreement<br />
with the US Department of the Air Force. It<br />
further monitors the handling of major legal matters,<br />
including the pending anti-trust investigations and<br />
related proceedings as well as the development of<br />
the Company’s compliance policies and procedures.<br />
During the reporting year, the Committee has held<br />
four meetings and two telephone conferences. The<br />
Executive Board was represented at these meetings<br />
by the CEO and the Corporate Secretary.<br />
The Committees generally meet prior to Board of<br />
Directors meetings. The chairmen of the committees<br />
inform and update the Board of Directors on the topics<br />
discussed and decisions made during such meetings.<br />
They submit proposals for approval related to<br />
decisions that fall within the scope of the Board of<br />
Directors.<br />
Objectives, organization, duties and the cooperation<br />
with the Board of Directors are defined in the Terms<br />
of Reference of the respective committees which are<br />
reviewed and adopted by the Board of Directors.<br />
The overall responsibility of the Board of Directors<br />
is not affected by these committees.<br />
3.4.3 Working methods of the Board of Directors<br />
and its committees<br />
During the reporting year, the Board of Directors<br />
held three full-day meetings, one two-day meeting<br />
and one telephone conference. The Executive Board<br />
was represented by all its members at these meetings.<br />
In urgent cases, telephone conferences are<br />
organized in order for decisions to be taken.<br />
At every meeting, the Executive Board updates the<br />
Board of Directors on business and key financial<br />
developments and main regional and segment developments.<br />
On a quarterly basis, detailed consolidated<br />
financial statements on the Group, regional and business<br />
segment levels are reported to the Board of Directors<br />
in accordance with International Financial<br />
<strong>Report</strong>ing Standards (IFRS). The Board of Directors<br />
is furnished in time with an agenda, detailed meeting<br />
documentation related to topics on the agenda and<br />
minutes.<br />
3.5 Definition of areas of responsibility<br />
In line with the law and the Articles, the Board of Directors<br />
has transferred the responsibility to develop<br />
and implement the Group strategy, as well as the<br />
responsibility to supervise business and financial<br />
development of the Group’s subsidiaries, to the<br />
Executive Board.<br />
The Organizational Regulations adopted by the<br />
Board of Directors govern the cooperation between<br />
the Board of Directors, the Chairman and the Executive<br />
Board. They contain a detailed catalogue of duties<br />
and competencies which determine the financial<br />
thresholds within which the Board of Directors and<br />
the Executive Board can efficiently execute their daily<br />
business. The Organizational Regulations, which<br />
are accessible on <strong>Panalpina</strong>’s website, also outline<br />
the reporting duties of the Executive Board on Group<br />
and Holding level.<br />
The main responsibilities of the Board of Directors<br />
on Group level include the determination of the business<br />
strategy on the basis of the proposals of the Executive<br />
Board, the approval of major Group policies<br />
and organizational structures, including topics related<br />
to Corporate Governance and Compliance, the<br />
approval of the annual operational and investment<br />
budgets, the approval of any extraordinary addi tional<br />
investment applications as well as financial planning.<br />
Further responsibilities include decisions regarding<br />
mergers and acquisitions and major human resources<br />
and remuneration decisions following recommendations<br />
and preparatory work of its Compensation<br />
and Nomination Committee.<br />
3.6 Information and control instruments vis-à-vis<br />
the senior management<br />
The Executive Board informs the Board of Directors<br />
of business developments in a written format on a<br />
monthly basis and a detailed update is provided at<br />
each Board of Directors meeting. Elements of this<br />
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45<br />
reporting include monthly financial reports, consolidated<br />
quarterly regional and business segment<br />
results according to IFRS (with actual figures, previous<br />
years’ figures, quarter results and budget figures<br />
as well as a comparison with the financial guidance),<br />
the reporting of business development in all regions<br />
and business segments (including focus on problematic<br />
organizations), the development of shipments,<br />
volumes and tonnages, the debtors’ and creditors’<br />
reports (including DSO and DPO) as well as the net<br />
working capital.<br />
Further information regarding personnel and organizational<br />
changes, extraordinary events and the<br />
activities of analysts, investors and competitors<br />
form part of the regular reporting. Moreover, the<br />
Board of Directors annually reviews and approves<br />
the Group’s targets for the individual regions and<br />
business segments and adopts the respective report<br />
of the Executive Board.<br />
During the reporting year, the Chairman of the Board<br />
of Directors partly attended four Executive Board<br />
meetings and regularly receives the minutes of the<br />
Executive Board meetings. The members of the<br />
Executive Board regularly join meetings of the Board<br />
of Directors. In addition, individual senior executives<br />
attend specific topic discussions pertaining to their<br />
particular field of expertise when required. Furthermore,<br />
specific meetings of the Board of Directors<br />
are dedicated to a detailed review of major markets,<br />
business segments and the Group’s strategy according<br />
to predefined schedule. For further details please<br />
refer to sections 3.4.2 and 3.4.3.<br />
The Audit Committee of the Board of Directors monitors<br />
and assesses the activities of the Corporate<br />
Auditor as well as his cooperation with the Group<br />
Auditors.<br />
The Audit Committee receives the Corporate Auditor’s<br />
half-year reports and also adopts the comprehensive<br />
annual risk map of the Executive Board. The<br />
Audit Committee approves the proposed risk control<br />
and risk mitigation measures as well as the annual<br />
planning and scope of the internal audit, which is<br />
also based on the Risk Map. For further details<br />
please refer to section 3.4.2.<br />
4 Executive Board<br />
4.1 Members of the Executive Board<br />
On the closing date, the Executive Board was composed<br />
of five persons.<br />
Monika Ribar, Chief Executive Officer, ad interim<br />
CFO (August 1 until December 31, <strong>2012</strong>), Swiss citizen.<br />
Born in 1959. Member of the Executive Board<br />
since 2000 and CEO since October 2006. Apart<br />
from her CEO function, Monika Ribar has special<br />
responsibilities for Corporate and Regional Development,<br />
Agent Relations, Corporate Ethics and<br />
Compliance, Corporate Information Technology (as<br />
of August 1, <strong>2012</strong>), Corporate Communications and<br />
Panprojects.<br />
Monika Ribar joined the Group in 1991. She held<br />
several positions within the Group’s controlling, IT<br />
and global project management departments. From<br />
2000 to 2005, she held the position of the CIO<br />
(Chief Information Officer) of the Group and was<br />
member of the Executive Board. In 2005, Monika<br />
Ribar was appointed as CFO of the Group and her<br />
appointment as CEO was announced in June 2006.<br />
She officially took office as CEO in October 2006.<br />
She holds a university degree in Finance and Controlling<br />
from the University of St. Gallen. She participated<br />
in the Executive Program of the Graduate<br />
School of Business at Stanford University, Palo Alto,<br />
California in 1999.<br />
Marco Gadola, Chief Financial Officer until July 31,<br />
<strong>2012</strong>, Swiss citizen. Born in 1963. Joined <strong>Panalpina</strong><br />
as a member of the Executive Board in September<br />
2008. Responsible for Corporate Finance, Controlling,<br />
Investor Relations, Strategic Finance and<br />
Projects, Indirect Purchasing and Information<br />
Technology. As of August 1, <strong>2012</strong> Marco Gadola has<br />
taken over the role of Regional CEO Asia Pacific.<br />
Marco Gadola is a finance and economics expert<br />
with many years’ experience in international companies.<br />
Before joining <strong>Panalpina</strong> he was Group CFO<br />
and Executive Vice President Operations of Straumann<br />
Holding, a world-leading Swiss-based dental<br />
and oral technology company; prior to that he was<br />
Group CFO of the Swiss-based international con-<br />
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sumer foods company Hero. He also held leading<br />
management positions at the Hilti Group, which<br />
manufactures and sells products for the construction<br />
and building industries. Furthermore, both at<br />
Straumann and at Hero Marco Gadola oversaw production,<br />
logistics, investor relations and information<br />
technology worldwide, and played a leading part in<br />
the acquisition and integration of companies. Marco<br />
Gadola has a Masters Degree in Business Administration<br />
and Economics from the University of Basel<br />
(Switzerland). He also completed the Accelerated<br />
Management Development Program at the London<br />
School of Economics.<br />
Christoph Hess, Chief Legal Officer and Corporate<br />
Secretary, Swiss citizen. Born in 1955. Member of<br />
the Executive Board since October 2006. Responsible<br />
for Corporate Legal Services and Insurance.<br />
Christoph Hess joined the Group’s head office in<br />
1994 as Secretary of the Board of Directors and the<br />
Executive Board. In this capacity he also manages<br />
both the Group’s Legal and Insurance departments.<br />
He also managed Corporate Communications until<br />
August 2008. Christoph Hess holds a degree in law<br />
from the University of Basel and has been admitted<br />
to the bar in Switzerland.<br />
Alastair Robertson, Chief Human Resources Officer,<br />
British citizen. Born in 1960. Member of the<br />
Executive Board since April 2008. Responsible for<br />
Human Resources.<br />
Alastair Robertson joined the Group in 2007 as Head<br />
of Global Human Resources. Before joining <strong>Panalpina</strong>,<br />
he had been a Vice President at Tetra Pak since<br />
1996, where he held various positions in the field of<br />
Human Resources: between 1999 and 2001 as Vice<br />
President Human Resources Americas and from<br />
2002 to 2004 as Vice President Human Resources<br />
Europe and Africa. From 1992 to 1996, he worked for<br />
W.H. Smith in the field of Personnel, Development<br />
and Training and between 1989 and 1992 he was<br />
with Graham Builders Merchants as Manager Human<br />
Resources Management, Training and Development.<br />
He previously served in the military, where he attained<br />
the rank of major and served in numerous<br />
countries. Alastair Robertson holds an MBA in Strategy<br />
and Marketing from the University of Huddersfield,<br />
Bradford (United Kingdom). He also attended<br />
the Royal School of Military Engineering and the<br />
Royal Military Academy in the United Kingdom.<br />
Karl Weyeneth, Chief Operating Officer, Swiss citizen.<br />
Born in 1964. Member of the Executive Board<br />
since April 2008. Responsible for Air Freight, Ocean<br />
Freight, Logistics, Marketing and Sales, Quality and<br />
Operations Transformation.<br />
Karl Weyeneth joined the Group in 2007 as Regional<br />
CEO for North America, where he was responsible<br />
for the development and results of the subsidiaries<br />
in USA and Canada. He is a professional with profound<br />
leadership and management experience in<br />
logistics, including freight management, 3PL and<br />
contract logistics. Before joining <strong>Panalpina</strong>, he was<br />
President and CEO Americas of Hellmann Worldwide<br />
Logistics, Inc. (USA) and prior to this he was Executive<br />
Vice President and CFO of Danzas Management<br />
Latin America (USA), where he attained profound experience<br />
in all finance matters. He holds a Bachelor<br />
in Economics and Business Administration from the<br />
University of Berne, Switzerland.<br />
4.2 Other activities and vested interests<br />
Monika Ribar: Member of the Board of Directors<br />
of Logitech International SA, Romanel/Morges<br />
(Switzerland), Sika AG, Baar (Switzerland) and Swiss<br />
International Air Lines AG, Basel (Switzerland).<br />
Marco Gadola: Member of the Board of Directors of<br />
Calida Holding AG, Sursee (Switzerland).<br />
4.3 Management contracts<br />
No management contracts exist with any third party<br />
outside the Group.<br />
5 Compensation, shareholdings<br />
and loans<br />
5.1 Content and method of determining the compensation<br />
and the share-ownership programs<br />
The compensation and principles governing the<br />
Board of Directors Stock Award Plan, the Executive<br />
Board and Executive Committee mid- and long-term<br />
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incentive plans and the Management Incentive Plan<br />
for other senior management (excluding the Executive<br />
Board and Executive Committee) are determined<br />
and approved by the Board of Directors based<br />
on the proposal of the Compensation and Nomination<br />
Committee. Further, the Committee regularly<br />
updates the Board of Directors during the Board of<br />
Directors meetings, applies for changes in the remuneration<br />
system as required and annually reports the<br />
bonus allocation of individual Executive Board members.<br />
Members of the Executive Board do not attend<br />
respective discussions regarding decisions related<br />
to their own remuneration.<br />
Remuneration of Executive Board members is<br />
benchmarked against regular market data surveys<br />
compiled through leading Executive Compensation<br />
consultants. The benchmark custom peer group is<br />
consisting of some of <strong>Panalpina</strong>’s main competitors<br />
completed with some Swiss multinational companies<br />
with comparable size and geographical network<br />
reach in order to make the sample substantial<br />
enough.<br />
The members of the Board of Directors receive a<br />
fixed annual compensation. Moreover and introduced<br />
in 2009, part of each Board member’s remuneration<br />
is in free shares of the Company to the<br />
value of CHF 50,000. The corresponding number of<br />
shares is based on the share’s closing price on April<br />
30, and has a one-year restriction period.<br />
The salary package for the members of the Executive<br />
Board consists of a fixed basic salary, lump sum vehicle<br />
and general expense allowances, additional<br />
pension contributions and a target bonus. 50 % of the<br />
target bonus depends on budgeted Group EBITDA<br />
and the achievement of the external financial guidance<br />
for the respective business year, whereas 50 %<br />
depends on the achievement of measurable individual<br />
performance targets. Individual performance<br />
targets are defined for the CEO by the Chairman and<br />
for other Executive Board members by the CEO.<br />
Each Executive Board member is subject to a formal<br />
performance appraisal process. For each reporting<br />
year, performance targets are jointly determined and<br />
a year-end performance assessment is carried out.<br />
The maximum target bonus of the CEO equals 100 %<br />
of the annual basic salary, whereas maximum target<br />
bonuses of other Executive Board members equal<br />
between 67 % and 80 % of their respective annual<br />
basic salaries depending on their function. Bonus<br />
payments are cut if the respective Group or individual<br />
performance targets have not been reached.<br />
The Compensation and Nomination Committee<br />
annually reports to the Board of Directors on bonus<br />
payments to the members of the Executive Board.<br />
In 2009, the bonus scheme for Executive Board<br />
members was adjusted to focus on the Company’s<br />
sustainable mid- and long-term success. Only 60 %<br />
of the bonuses – which continue to be set by the<br />
achievement of annually reviewed Group KPIs and individual<br />
performance targets as outlined above – are<br />
paid out in cash, whereas the remainder is converted<br />
into PWTN shares with a one-year restriction period.<br />
The applicable share price for such deferred bonus<br />
shares is the PWTN closing price on April 30, in the<br />
first year of a three-year cycle (<strong>2012</strong> to 2014) which<br />
was CHF 88.50. The deferred bonus share price will<br />
thus be redefined on April 30, 2015. In addition, the<br />
number of such allocated deferred bonus shares<br />
is matched by the Company after twelve months<br />
(qualifying period during which the Executive Board<br />
member must remain with the Company) with a free<br />
PWTN share award which also has a one-year<br />
restriction period.<br />
Furthermore, each Executive Board member is participating<br />
in a Long-Term Incentive Plan Pool which<br />
rewards long-term value creation measured by economic<br />
profit. Under this plan, each year (as of 2009)<br />
5 % of the year on year change in economic profit is<br />
added to the pool, whereas negative economic profit<br />
is deducted from the pool. At the end of a five-year<br />
plan cycle (2013) each Executive Board member is<br />
entitled to be paid out in cash an equal share of such<br />
pool. Vesting of this plan occurs after three years at<br />
25 %, after four years at 50 % and 100 % after five<br />
years.<br />
Due to the introduction of a new share program for<br />
the members of the Board of Directors and the Executive<br />
Board in 2009, neither the members of the<br />
Board of Directors nor the members of the Executive<br />
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Corporate Management<br />
Board are eligible to participate in the Company’s<br />
Management Incentive Plan.<br />
Employment agreements with Executive Board members<br />
stipulate a notice period (in case of termination<br />
by the Company) of twelve months. They do not contain<br />
“golden parachutes” in case of a change of control<br />
nor severance payments after termination of<br />
employment.<br />
Further information related to both overall and individual<br />
remuneration of the Board of Directors and<br />
Executive Board members as well as shares and<br />
options held by these persons at the closing date<br />
including a comparison with the previous year are<br />
reflected in the audited Notes to the Consolidated<br />
Financial Statements (pages 94–99 and 122–124)<br />
according to article 663b bis of the Swiss Code of<br />
Obligations.<br />
Total remuneration of the Board of Directors decreased<br />
compared to the previous year due to the<br />
fact that the Restricted Stock Award was not applied<br />
for business year <strong>2012</strong>.<br />
In the reporting year overall remuneration of the<br />
CEO decreased due to the bonus cut and also compensation<br />
for the other Executive Board members<br />
significantly declined compared to the previous year<br />
due to reduced bonus/share based payments as a<br />
result of missed financial targets. Further a former<br />
Executive Board member has taken over a new position<br />
during the reporting year which also impacted<br />
annual salaries.<br />
6 Shareholders’ participation<br />
6.1 Voting rights and representation restrictions<br />
Each share carries one vote at the General Meeting<br />
of Shareholders. The Articles state that when exercising<br />
voting rights, no shareholder may directly or<br />
indirectly represent more than 5 % of the total shares<br />
issued by the Company for own and represented<br />
shares.<br />
The Articles provide for group clauses.<br />
The voting right restrictions are not applicable to<br />
representatives of the corporate body (Organvertreter)<br />
as well as the independent proxy holder of<br />
voting rights (unabhängiger Stimmrechtsvertreter).<br />
In order to facilitate the exercise of voting rights of<br />
deposited shares, the Board of Directors is entitled<br />
to enter into agreements with banks which deviate<br />
from the voting restrictions.<br />
The voting restrictions do not apply to the shares<br />
held by the Ernst Göhner Foundation, because it<br />
held PWT shares prior to the introduction of the voting<br />
restrictions (grandfathering).<br />
Any abolition or change of the provisions relating to<br />
the restrictions on voting rights requires a resolution<br />
of the General Meeting of Shareholders on which at<br />
least two-thirds of the voting shares represented<br />
agree.<br />
A written proxy entitles a shareholder to be represented<br />
at the General Meeting of Shareholders by<br />
his or her legal representative, or by another shareholder<br />
with the right to vote, or by the representative<br />
of the corporate body (Organvertreter), or by the independent<br />
proxy holder of voting rights (unabhängiger<br />
Stimmrechtsvertreter) or by the proxy holder of<br />
deposited shares (Depotvertreter).<br />
6.2 Statutory quorums<br />
In principle, the legal rules on quorums apply. Supplementary<br />
to the quorums legally listed, a twothirds<br />
majority of the shares represented at the General<br />
Meeting of Shareholders is required for the<br />
following resolutions:<br />
– any abolition or change of the provisions relating to<br />
transfer restrictions;<br />
– any abolition or change of the provisions relating to<br />
the restriction of voting rights;<br />
– the transformation of registered shares into bearer<br />
shares;<br />
– the dissolution of the Company by way of liquidation;<br />
– the removal of two or more members of the Board<br />
of Directors;<br />
– the abolition of the respective provision in the Articles<br />
as well as the repeal or relief of the stated<br />
quorum. A resolution to increase the quorum as<br />
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49<br />
set forth in the Articles must be based on the<br />
consent of the increased quorum.<br />
6.3 Convocation of the General Meeting<br />
of Shareholders<br />
There are no provisions deviating from the law.<br />
6.4 Agenda<br />
Shareholders who individually or together with other<br />
shareholders represent shares in the nominal value<br />
of CHF 1 million or at least 10 % of the ordinary share<br />
capital may request that an item be placed on the<br />
agenda. Such a request must be made in writing to<br />
PWT at least 60 days prior to the General Meeting of<br />
Shareholders.<br />
6.5 Inscriptions into the share register<br />
Registered shares can only be represented by shareholders<br />
(or nominees) who have been entered into<br />
the PWT share register. Shareholders (or registered<br />
nominees) who cannot personally attend the General<br />
Meeting of Shareholders are entitled to nominate<br />
a representative according to the provisions in the<br />
Articles, who represents them by written proxy.<br />
For the purpose of determining voting rights, the<br />
share register is closed for registration from the date<br />
upon which the General Meeting of Shareholders<br />
has been called (date of invitation) until the day after<br />
the General Meeting of Shareholders has taken<br />
place.<br />
7 Changes of control and defense<br />
measures<br />
7.1 Duty to make an offer<br />
No opting-out or opting-up provisions exist.<br />
7.2 Clauses on changes of control<br />
Neither the contracts of the members of the Board<br />
of Directors nor of the Executive Board have a<br />
change-of-control clause.<br />
8 Auditors<br />
8.1 Duration of the mandate and term of office of<br />
the lead auditor<br />
The mandate to act as statutory and Group Auditors<br />
is assumed by KPMG, Zurich on a yearly basis. The<br />
lead auditor, Regula Wallimann, took up office on<br />
May 6, 2008 for a seven-year term.<br />
8.2 Auditing fees<br />
According to financial accounting, invoices for auditing<br />
fees for the financial year amounted to CHF<br />
3,396,000. Further KPMG invoiced CHF 61,000 for<br />
audit-related services.<br />
8.3 Additional fees<br />
The auditors KPMG were compensated with an additional<br />
amount of CHF 962,000 for further services<br />
rendered in the financial year. KPMG was mandated<br />
in the reporting year in particular for tax consulting<br />
(CHF 868,000) and other non-audit related work<br />
(CHF 94,000).<br />
8.4 Informational instruments pertaining to<br />
the external audit<br />
The Group Auditors are supervised and controlled by<br />
the Audit Committee. The Group Auditors report to<br />
the Audit Committee and periodically the auditors<br />
participates in the meetings. During these meetings,<br />
the Group Auditors present a detailed audit plan for<br />
the current year including risk-based audit priorities,<br />
the audit scope, proposals regarding audit fees, organization<br />
and timing as well as updates and status of<br />
the results of the Internal Control System. In subsequent<br />
meetings they present interim audit findings<br />
with respective statements and recommendations<br />
later followed by a detailed audit report. Presentations<br />
also contain references to upcoming changes<br />
in legislation and IFRS. The main criteria for the<br />
selection of Group Auditors include independence,<br />
network capabilities, industry and IT experience of<br />
the audit team, a risk-based audit approach, a central<br />
process management as well as the integration<br />
of Corporate Audit and risk management functions.<br />
The Audit Committee annually assesses the performance<br />
of the Group Auditors and determines the<br />
audit fees (refer to section 3.5).<br />
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9 Information policy<br />
<strong>Panalpina</strong> regularly updates its website at www.<br />
panal pina.com, informing the public of any major<br />
events, organizational changes and (quarterly) financial<br />
results. Press releases are accessible to all<br />
visitors to the website; alternatively, subscriptions<br />
can be made so that the latest press releases are<br />
automa tically forwarded via e-mail. Furthermore, all<br />
publications such as the <strong>Annual</strong> <strong>Report</strong> (including<br />
the Corporate Governance and Compensation <strong>Report</strong>),<br />
customer magazine and sales brochures are<br />
available online. The dates of the General Meeting of<br />
Shareholders as well as dates of publication of the<br />
quarterly financial results are printed in the <strong>Annual</strong><br />
<strong>Report</strong> and appear in the Financial Calendar on the<br />
website (under Investor Relations). The minutes of<br />
shareholder meetings are available online.<br />
www.panalpina.com/corpgov<br />
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Group Management Structure<br />
Corporate Audit<br />
Board of Directors<br />
Chairman Rudolf W. Hug<br />
Vice Chairman Beat Walti<br />
Lars Förberg, Chris E. Muntwyler, Roger Schmid,<br />
Hans-Peter Strodel, Knud Elmholdt Stubkjær<br />
Compensation and<br />
Nomination Committee<br />
Audit Committee<br />
Ethics and Compliance<br />
Committee<br />
Chief Executive Officer<br />
Monika Ribar<br />
Corporate Development,<br />
Agent Relations<br />
Corporate Communications<br />
Corporate Information<br />
Technology<br />
Corporate Ethics<br />
and Compliance<br />
Chief Operating Officer<br />
Karl Weyeneth<br />
Chief Financial Officer<br />
Marco Gadola (until 31/7/12)<br />
Monika Ribar (until 31/12/12)<br />
Rober t Er ni (since 1/1/13)<br />
Chief Human Resources<br />
Officer<br />
Alastair Robertson<br />
Chief Legal Officer /<br />
Corporate Secretary<br />
Christoph Hess<br />
Air Freight<br />
Corporate Accounting<br />
HR Processes and Projects<br />
Corporate Legal Services<br />
Ocean Freight<br />
Logistics<br />
Marketing and Sales<br />
Quality and Operations<br />
Transformation<br />
Corporate Taxes<br />
Corporate Controlling<br />
Investor Relations<br />
Indirect Purchasing<br />
Strategic Finance<br />
and Projects<br />
International Compensation<br />
and Benefits<br />
HR Operations<br />
Capability Development<br />
and PanAcademy<br />
Corporate Insurance<br />
Management<br />
Group Treasury<br />
Regions<br />
Panprojects<br />
www.panalpina.com/organization<br />
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A Passion for Solutions<br />
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53<br />
In the increasingly connected and globalized economy, it<br />
is no longer enough to deliver the right goods at the right<br />
time and in the right place. That is why <strong>Panalpina</strong> goes<br />
far beyond the industry standard. Three things make<br />
<strong>Panalpina</strong> into one of the world’s most advanced lo gistics<br />
service providers: first, the consulting skills of<br />
<strong>Panalpina</strong>’s staff in its globe-spanning network with<br />
unique tools and technology for efficiency enhancement<br />
throughout the entire value chain; second, its customized<br />
value-adding logistics services, and third, its assetlight<br />
strategy in the freight business.<br />
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Overview <strong>Panalpina</strong> solutions<br />
A global network, presence in over 80 countries,<br />
customer-oriented industry know-how,<br />
local experts and a “passion for solutions”: these<br />
form the core of <strong>Panalpina</strong>’s market services.<br />
Supply chain services<br />
A think tank for customers. Value chain diagnoses<br />
and analyses with an evaluation of improvement<br />
potential for direct and indirect costs. Use<br />
of the latest technologies and innovative tools for<br />
the improvement of processes and structures.<br />
What’s more, skilled customer- and industryoriented<br />
consultation as a distinctive feature of<br />
<strong>Panalpina</strong>’s market services.<br />
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Industry verticals<br />
Expertise through focussing. <strong>Panalpina</strong> concentrates<br />
its industry know-how on nine clearly defined<br />
core industries: Automotive, Consumer and<br />
Retail, Fashion, Chemicals, Hi-tech, Manufacturing,<br />
Oil and Gas, and Telecom. It brings together<br />
customers’ industry experts with those at <strong>Panalpina</strong><br />
in the process.<br />
Value-added logistics services<br />
Warehouse, inbound, packaging, production, distribution<br />
and after-sales services customized to<br />
meet industry, production and customer requirements:<br />
here is where optimization potential is<br />
realized for the customer and added value generated,<br />
so that the customer can concentrate on<br />
the core business that leads to success.<br />
Air and ocean freight<br />
Air and ocean freight including overland transport,<br />
industry projects and standard warehousing:<br />
<strong>Panalpina</strong> combines a global logistics network<br />
with value-generating logistics services.<br />
With the proven collaboration of best-of-class<br />
partners and its own air freight network, <strong>Panalpina</strong><br />
offers available capacities at any time and at<br />
the best conditions. <strong>Panalpina</strong> is, and makes its<br />
customers flexible: globally, regionally and locally.<br />
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Far more than logistics<br />
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58<br />
A Passion for Solutions<br />
Far more than logistics<br />
Beyond Logistics<br />
The aim of any company that uses logistics services is<br />
to achieve delivery reliability with maximum efficiency<br />
and profitability. The outsourcing of non-core business<br />
activities is growing increasingly important in the course<br />
of the global networking of markets and ongoing globalization.<br />
Success comes to those who can respond<br />
quickly, in a focussed manner and with lean structures.<br />
That is precisely where <strong>Panalpina</strong> focuses: with its supply<br />
chain services for optimization of the value chain. With<br />
industry-specific know-how and innovative diagnosis<br />
tools, <strong>Panalpina</strong> provides comprehensive insights into<br />
the entire delivery chain process and cost structure,<br />
identifies the optimization potential and then develops<br />
customized solutions for its customers. The result:<br />
lean processes and maximum value creation through the<br />
understanding of customer needs and industries, but<br />
most of all, through the expertise of its staff. <strong>Panalpina</strong> is<br />
logistics, supported by people who are passionate and<br />
enthusiastic.<br />
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59<br />
20 % lower<br />
costs<br />
These are the average cost-savings achieved<br />
through implementation of the optimization scenarios<br />
identified through the end-to-end diagnosis<br />
of the value chain. With <strong>Panalpina</strong> Supply<br />
Chain Services, logistics become not only more<br />
efficient, but also measurably less expensive.<br />
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Far more than service<br />
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62<br />
A Passion for Solutions<br />
Far more than service<br />
Industry and more<br />
<strong>Panalpina</strong> offers customized and market-specific logistical<br />
value-added services to its customers worldwide for<br />
the optimization of process and cost efficiencies.<br />
From complex warehousing to value-generating services<br />
such as repacking, kitting, assembly, packaging, controlling,<br />
returns and spare parts handling to door-to-door<br />
transport via air or ocean freight. In addition, <strong>Panalpina</strong><br />
offers a comprehensive IT platform for planning and cargo<br />
flow management with real-time traceability and 3D<br />
models of warehouses. In this way, <strong>Panalpina</strong> ensures<br />
high merchandise circulation and low storage costs.<br />
<strong>Panalpina</strong>’s logistics value-added services provide enhanced<br />
efficiency, greater transparency, shorter time-tomarket<br />
and optimized operating costs. These are market<br />
advantages that can be decisive for customers.<br />
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Far more than service<br />
63<br />
New Jersey<br />
Prague<br />
Everywhere<br />
and anytime<br />
Buenos Aires<br />
Singapore<br />
<strong>Panalpina</strong> customers profit from valued-added logistics<br />
services thanks to the proven experts in the<br />
<strong>Panalpina</strong> Competence Centers for Logistics, which<br />
are situated in strategically important locations<br />
around the globe.<br />
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Far more than freight<br />
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A Passion for Solutions<br />
Far more than freight<br />
Freight and more<br />
<strong>Panalpina</strong> is the world’s fourth-largest ocean and air<br />
freight service provider. Whether air or ocean freight, a<br />
combination of both or supplemented with road or rail<br />
cargo, <strong>Panalpina</strong> offers the right transport solution:<br />
time-, cost-, industry- and needs-oriented.<br />
Punctuality, security and efficiency are our top priorities.<br />
Customized services ensure comprehensive flexibility.<br />
Full, less than, or non-container load, door-to-door, portto-port,<br />
airport-door deliveries are all options that optimize<br />
the ratio between transport time and costs. Added<br />
to this are services to cover all the necessary formalities<br />
and, last but not least, everything that valuable, temperature-sensitive,<br />
dangerous, sensitive or oversized goods<br />
need in terms of special handling. <strong>Panalpina</strong> focuses on<br />
nine industry segments with experts who are specialized<br />
in those areas to undertake the most complex assignments:<br />
we understand our customers because we understand<br />
both their business and ours, and can combine the<br />
best state-of-art practices on both sides.<br />
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Far more than freight<br />
67<br />
More freight,<br />
less fuel<br />
<strong>Panalpina</strong>’s two new Boeing 747-8F are among<br />
today’s most advanced cargo planes. Despite<br />
their larger freight capacity, they feature the lowest<br />
fuel usage in their class and are far quieter:<br />
their noise footprint is 30 % smaller. The two cargo<br />
planes represent an additional element of the<br />
PanGreen program, which is aimed at a continuous<br />
reduction of the environmental impact of the<br />
entire operation.<br />
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Financial <strong>Report</strong><br />
Consolidated Financial Statements <strong>2012</strong><br />
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Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
69<br />
Consolidated Income Statement 70<br />
Consolidated Statement of Comprehensive Income 71<br />
Consolidated Statement of Financial Position 72<br />
Consolidated Statement of Changes in Equity 73<br />
Consolidated Statement of Cash Flows 75<br />
Notes to the Consolidated Financial Statements 76<br />
Principal Group Companies and Participations 128<br />
<strong>Report</strong> of the Group Auditor 131<br />
Key Figures in CHF (five-year review) 132<br />
Consolidated Statement of Financial Position in CHF (five-year review) 134<br />
Key Figures in EUR (five-year review) 135<br />
Consolidated Statement of Financial Position in EUR (five-year review) 137<br />
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Consolidated Financial Statements<br />
Consolidated Income Statement<br />
for the years ended December 31, <strong>2012</strong> and 2011<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Forwarding services 8,065,745 7,925,993<br />
Customs, duties and taxes (1,449,115) (1,426,345)<br />
Net forwarding revenue 5 6,616,630 6,499,648<br />
Forwarding services from third parties 5 (5,151,586) (5,022,599)<br />
Gross profit 5 1,465,044 1,477,049<br />
Personnel expenses 6 (955,011) (892,421)<br />
Other operating expenses 9 (473,437) (372,438)<br />
(Losses) on sales of non-current assets 10 (114) (106)<br />
EBITDA 36,482 212,084<br />
Depreciation of property, plant and equipment 14 (31,151) (28,484)<br />
Amortization / impairment of intangible assets 15 (24,694) (9,383)<br />
Goodwill impairment 15 (18,034) 0<br />
Operating result (EBIT) (37,397) 174,217<br />
Finance income 11 14,665 6,268<br />
Finance costs 11 (19,178) (11,903)<br />
(Loss)/profit before income tax (EBT) (41,910) 168,582<br />
Income tax expenses 12 (28,275) (41,169)<br />
Consolidated (loss)/profit (70,185) 127,413<br />
Consolidated (loss)/profit attributable to:<br />
Owners of the parent (70,456) 126,294<br />
Non-controlling interests 24 271 1,119<br />
Earnings per share (in CHF per share)<br />
Basic 13 (2.98) 5.34<br />
Diluted 13 (2.98) 5.33<br />
The notes on pages 76 to 130 are an integral part of these consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
71<br />
Consolidated Statement of Comprehensive Income<br />
for the years ended December 31, <strong>2012</strong> and 2011<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Consolidated (loss)/profit (70,185) 127,413<br />
Other comprehensive income<br />
Available-for-sale financial assets 16 (478) 3,994<br />
Amounts recognized in equity for defined benefit post-employment plans<br />
– Actuarial gains (losses) 7 (1,649) (23,297)<br />
– Exchange difference 7 86 1,163<br />
Exchange difference on translations of foreign operations (2,773) (11,238)<br />
Income tax on components of other comprehensive income 12 981 5,296<br />
Other comprehensive income for the period, net of tax (3,833) (24,082)<br />
Total comprehensive income for the period (74,018) 103,331<br />
Attributable to owners of the parent (74,223) 102,416<br />
Attributable to non-controlling interests 24 205 915<br />
The notes on pages 76 to 130 are an integral part of these consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
72 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Consolidated Statement of Financial Position<br />
as at December 31, <strong>2012</strong> and 2011<br />
Assets<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Non-current assets<br />
Property, plant and equipment 14 130,209 113,180<br />
Intangible assets 15 134,135 141,743<br />
Investments 16 31,636 72,256<br />
Derivative financial instruments 21 0 459<br />
Deferred income tax assets 27 65,792 62,313<br />
Total non-current assets 361,772 389,951<br />
Current assets<br />
Other receivables and other current assets 19 81,052 84,997<br />
Unbilled forwarding services 85,227 77,346<br />
Trade receivables 20 1,032,995 984,404<br />
Derivative financial instruments 21 2,948 5,045<br />
Other current financial assets 22 0 20,000<br />
Cash and cash equivalents 22 393,061 573,579<br />
Total current assets 1,595,283 1,745,371<br />
Total assets 1,957,055 2,135,322<br />
Equity and liabilities<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Equity<br />
Share capital 23 2,375 50,000<br />
Treasury shares 23 (10,018) (197,278)<br />
Retained earnings and reserves 748,221 1,053,086<br />
Total equity attributable to owners of the parent 740,578 905,808<br />
Non-controlling interests 24 9,241 9,082<br />
Total equity 749,819 914,890<br />
Non-current liabilities<br />
Borrowings 25 257 231<br />
Provisions 26 73,081 85,032<br />
Post-employment benefit liabilities 7 49,629 47,151<br />
Deferred income tax liabilities 27 16,211 14,492<br />
Total non-current liabilities 139,178 146,906<br />
Current liabilities<br />
Trade payables 572,825 588,104<br />
Other payables and accruals 149,459 144,354<br />
Accrued cost of services 200,226 184,519<br />
Borrowings 25 1,611 7,296<br />
Derivative financial instruments 21 1,256 4,648<br />
Provisions and other liabilities 28 124,479 125,420<br />
Current income tax liabilities 18,202 19,185<br />
Total current liabilities 1,068,058 1,073,526<br />
Total liabilities 1,207,236 1,220,432<br />
Total equity and liabilities 1,957,055 2,135,322<br />
The notes on pages 76 to 130 are an integral part of these consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
73<br />
Consolidated Statement of Changes in Equity<br />
for the year ended December 31, <strong>2012</strong><br />
Attributable to the owners of the parent<br />
Noncontrolling<br />
interests<br />
Total<br />
equity<br />
in thousand CHF<br />
Notes<br />
Share<br />
capital<br />
Treasury<br />
shares<br />
Other<br />
reserves<br />
Translation<br />
reserve<br />
Retained<br />
earnings<br />
Total<br />
Balance on January 1, <strong>2012</strong> 50,000 (197,278) (121,706) (162,103) 1,336,895 905,808 9,082 914,890<br />
Consolidated loss (70,456) (70,456) 271 (70,185)<br />
Available-for-sale financial assets 16 (478) (478) (478)<br />
Amounts recognized in equity for<br />
defined benefit post-employment plans<br />
– Actuarial gains (losses) 7 (1,649) (1,649) (1,649)<br />
– Exchange difference 7 86 86 86<br />
Exchange difference on translations<br />
of foreign operations (2,707) (2,707) (66) (2,773)<br />
Income tax on components<br />
of other comprehensive income 12 981 981 981<br />
Total comprehensive income<br />
for the period 0 0 (1,060) (2,707) (70,456) (74,223) 205 (74,018)<br />
Dividends paid 23, 24 (47,239) (47,239) (46) (47,285)<br />
Capital repayment 23 (45,125) (45,125) (45,125)<br />
Share-based payments<br />
employee share plan 8 1,946 1,946 1,946<br />
Share-based payments<br />
option plan 8 263 263 263<br />
Changes in treasury shares, net 23 2,299 (651) 1,648 1,648<br />
Annihilation of shares repurchased 23 (2,500) 184,961 (184,961) (2,500) (2,500)<br />
Balance on December 31, <strong>2012</strong> 2,375 (10,018) (122,766) (164,810) 1,035,797 740,578 9,241 749,819<br />
The notes on pages 76 to 130 are an integral part of these consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
74 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Consolidated Statement of Changes in Equity<br />
for the year ended December 31, 2011<br />
in thousand CHF<br />
Notes<br />
Share<br />
capital<br />
Attributable to the owners of the parent<br />
Treasury<br />
shares<br />
Other<br />
reserves<br />
Translation<br />
reserve<br />
Retained<br />
earnings<br />
Total<br />
Noncontrolling<br />
interests<br />
Total<br />
equity<br />
Balance on January 1, 2011 50,000 (196,003) (108,862) (151,070) 1,210,214 804,279 7,890 812,169<br />
Consolidated profit 126,294 126,294 1,119 127,413<br />
Available-for-sale financial assets 16 3,994 3,994 3,994<br />
Amounts recognized in equity for<br />
defined benefit post-employment plans<br />
– Actuarial gains (losses) 7 (23,297) (23,297) (23,297)<br />
– Exchange difference 7 1,163 1,163 1,163<br />
Exchange difference on translations<br />
of foreign operations (11,034) (11,034) (204) (11,238)<br />
Income tax on components<br />
of other comprehensive income 12 5,296 5,296 5,296<br />
Total comprehensive income<br />
for the period 0 0 (12,844) (11,034) 126,294 102,416 915 103,331<br />
Dividends paid 24 0 0 (46) (46)<br />
Share-based payments<br />
employee share plan 8 1,255 1,255 1,255<br />
Share-based payments<br />
option plan 8 662 662 662<br />
Changes in treasury shares, net (1,275) (1,530) (2,805) (2,805)<br />
Acquired non-controlling interests 24 0 0 323 323<br />
Balance on December 31, 2011 50,000 (197,278) (121,706) (162,103) 1,336,895 905,808 9,082 914,890<br />
The notes on pages 76 to 130 are an integral part of these consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
75<br />
Consolidated Statement of Cash Flows<br />
for the years ended December 31, <strong>2012</strong> and 2011<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Consolidated (loss)/profit (70,185) 127,413<br />
Income tax expenses 12 28,275 41,169<br />
Depreciation of property, plant and equipment 14 31,151 28,484<br />
Amortization / impairment of intangible assets 15 24,694 9,383<br />
Goodwill impairment 15 18,034 0<br />
Impairment of financial assets 11 4,691 0<br />
Finance income and dividend on available-for-sale financial assets 11 (4,754) (6,268)<br />
Interest expenses 11 1,958 5,932<br />
Exchange differences 11 7,380 2,840<br />
Loss on sales of property, plant and equipment 10 114 106<br />
Gain on sales of financial assets 11 (9,890) 0<br />
Share-based payment transactions 8 45 2,936<br />
Other non-cash expenses 176 (869)<br />
31,689 211,126<br />
Working capital adjustments:<br />
(Increase)/decrease receivables and other current assets (17,212) (21,893)<br />
Increase/(decrease) payables, accruals and deferred income (33,847) 89,262<br />
(Decrease)/increase long-term provisions (3,643) (15,508)<br />
(Decrease)/increase short-term provisions and other liabilities (16,631) (33,915)<br />
Cash generated from operations (39,644) 229,072<br />
Interest paid (1,958) (2,577)<br />
Income taxes paid (29,945) (32,996)<br />
Net cash from operating activities (71,547) 193,499<br />
Interest received 4,181 4,695<br />
Dividends received 11 573 172<br />
Proceeds from sales of property, plant and equipment 1,077 1,633<br />
Proceeds from investments 27,937 12<br />
Repayments of loans and receivables 56,570 1,148<br />
Repayments of other financial assets 798 1,927<br />
Purchase of property, plant and equipment (50,715) (30,715)<br />
Acquisition of subsidiary, net of cash acquired 30 0 (59,986)<br />
Purchase of intangible assets and other assets (34,291) (19,648)<br />
Purchase of investments (9,275) (13,840)<br />
Purchase of other financial assets (7,226) (36,954)<br />
Net cash used in investing activities (10,371) (151,556)<br />
Free cash flow (81,918) 41,943<br />
Proceeds of short- and long-term borrowings 0 142<br />
Repayment of short- and long-term borrowings (2,120) 0<br />
Dividends paid (47,239) 0<br />
Dividends paid to non-controlling interests 24 (46) (46)<br />
Share capital paid back 23 (45,125) 0<br />
Purchase of treasury shares 23 (3,981) (8,617)<br />
Sale of treasury shares 1,873 4,685<br />
Net cash used in financing activities (96,638) (3,836)<br />
Effect of exchange rate changes on cash and cash equivalents (1,962) 6,536<br />
Net increase (decrease) in cash and cash equivalents (180,518) 44,643<br />
Cash and cash equivalents at the beginning of the year 22 573,579 528,936<br />
Cash and cash equivalents at the end of the year 22 393,061 573,579<br />
The notes on pages 76 to 130 are an integral part of these consolidated financial statements.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
76 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Notes to the Consolidated Financial Statements<br />
1 General information<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. (referred to hereafter as the Company) and its subsidiaries is one of the world’s leading providers of<br />
supply chain solutions, combining intercontinental Air and Ocean Freight with comprehensive Value-Added Logistics Services and Supply<br />
Chain Services. Thanks to its in-depth industry know-how and customized IT systems, <strong>Panalpina</strong> provides globally integrated end-to-end<br />
solutions tailored to its customers’ supply chain management needs.<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. is a limited company incorporated and domiciled in Basel. The registered address is Viadukt strasse 42,<br />
4002 Basel, Switzerland. The Company shares are publicly traded and are listed on the SIX Swiss Exchange in Zurich.<br />
The consolidated financial statements for the year ending December 31, <strong>2012</strong>, were authorized for issuance in accordance with a resolution<br />
by the Board of Directors on March 1, 2013.<br />
2<br />
Summary of significant accounting policies<br />
Basis of preparation of the consolidated financial statements<br />
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. The consolidated<br />
financial statements of the Company as at and for the year ended December 31, <strong>2012</strong>, comprise the Company and its affiliates (together<br />
referred to as the Group and individually as Group entities).<br />
Statement of compliance<br />
The consolidated financial statements are based on the accounts of the individual subsidiaries on December 31, which have been drawn up<br />
according to uniform Group accounting principles. The consolidated accounts have been prepared in accordance with the International<br />
Financial <strong>Report</strong>ing Standards (IFRS) and comply with Swiss law.<br />
Basis of measurement<br />
The consolidated financial statements have been prepared under the historical cost basis, except for available-for-sale financial assets,<br />
financial assets and financial liabilities (including derivative instruments) at fair value through profit and loss and liabilities for cash-settled<br />
share-based payment arrangements which have been measured at fair value. Defined benefit assets are recognized at the net total of the<br />
plan assets plus unrecognized past-service costs and unrecognized actuarial losses and the present value of the defined benefit<br />
obligation.<br />
The methods used to measure fair values are discussed further in note 3.<br />
Presentation currency<br />
The consolidated financial statements are presented in Swiss francs (CHF) which is the functional currency of the Company and all values<br />
are rounded to the nearest thousand except where otherwise indicated.<br />
Use of estimates and judgments<br />
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and<br />
assumptions that affect application of accounting policies and the reported amounts of assets, liabilities, income and expenses. It requires<br />
management to exercise its judgments and assumptions in the process of applying the Group’s accounting policies. Actual results may differ<br />
from these estimates.<br />
Estimates and underlying assumptions are reviewed on an ongoing basis. Deviations from estimates are recognized in the period in which<br />
the estimates are revised and in any future periods affected.<br />
The areas involving a higher degree of judgment or complexity, or areas in which assumptions and estimates are significant to the consolidated<br />
financial statements, are disclosed in note 4.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
77<br />
3 Significant accounting policies<br />
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements,<br />
and have been applied consistently by Group entities, unless otherwise stated. If necessary, comparative amounts have been reclassified to<br />
conform with the current year’s presentation.<br />
Effective from January 1, <strong>2012</strong>, the Group adopted the amendments to IFRS 7 “Disclosures – Transfer of Financial Assets” as well as the<br />
amendments to IAS 12 “Deferred Tax – Recovery of Underlying Assets”.<br />
IFRS 7 (amendment) “Disclosures – Transfer of Financial Assets”<br />
In October 2010 the IASB issued “Disclosures – Transfer of Financial Assets” (amendments to IFRS 7) with an effective date of July 2011.<br />
The adoption of this amendment did no have any impact on the consolidated financial statements of the Group.<br />
IAS 12 (amendment) “Deferred Tax – Recovery of Underlying Assets”<br />
In December 2010 the IASB issued Deferred Tax: “Recovery of Underlying Assets” – Amendments to IAS 12. The Amendment offers a<br />
partial clarification of the treatment of timing differences arising in connection with the application of the fair-value model of IAS 40. In the<br />
case of real estate held for investment purposes, it is often difficult to assess whether existing differences will reverse through continued<br />
use or as a result of a sale. The amendment to IAS 12 provides that reversal in principle occurs as a result of a sale. As a consequence<br />
of the amendment, SIC 21 “Income Taxes – Recovery of Revalued Depreciable Assets” shall no longer be effective for real estate held<br />
for investment purposes measured at fair value. The adoption of this amendment did not have any impact on the consolidated financial<br />
statements of the Group.<br />
The following new or revised standards, amendments to standards and interpretations that have been published are mandatory for the future<br />
accounting periods but the Group has not early adopted them:<br />
IFRS 9 “Financial instruments: Measurement and Classification”, IFRS 10 “Consolidated Financial Statements”, IFRS 11 “Joint Arrangements”,<br />
IFRS 12 “Disclosure of interests in other entities”, IFRS 13 “Fair value measurement” as well as IAS 1 (amended) “Presentation of Financial<br />
Statements”, IAS 27 “Consolidated and Separate Financial Statments”, IAS 28 (amended) “Investments in Associates”, IAS 32 (amended)<br />
“Financial Instruments – Presentation” and IFRS 7 “Financial Instruments – Offsetting of Financial Assets and Financial Liabilities”, IFRIC 20<br />
“Stripping Costs in the Production Phase of a Surface Mine” as well as IAS 19 “Employee benefits”.<br />
Appart of IAS 19 there are no other new or revised standards, amendments to the standards and interpretations that are not yet effective<br />
that would be expected to have a material impact on the Group.<br />
IAS 19 “Employee benefits” was amended in June 2011. As the Group already eliminated the corridor approach and recognized all actuarial<br />
gains and losses in Other Comprehensive Income (OCI) as they occured and already recognized all past services cost the impact on Group<br />
level will be the replacement of interest costs and the expected return on plan assets with a net interest amount that is calculated by applying<br />
the discount rate to the net defined benefit liability (asset). The management expects that, by using the net interest cost the costs will<br />
increase by approximately CHF 3 million. In addtion the amendments require additonal disclosures at year end.<br />
In additon in May <strong>2012</strong>, the IASB issued amendments to its standards, primarily with a view to remove inconsistencies and clarifying the<br />
wording. The transitional provisons for each standard are different. The Group has not yet analyzed in detail the changes to the accounting<br />
policies and the impact on the financial position or performance.<br />
Basis of consolidation<br />
Consolidation policy<br />
The subsidiaries are those companies controlled, directly or indirectly, by <strong>Panalpina</strong> World Transport (Holding) Ltd., where control is defined as<br />
the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. This control is normally<br />
evidenced when the Group owns, either directly or indirectly, more than one half of the voting rights or currently exercisable potential voting<br />
rights of a company’s share capital. The existence and effect of potential voting rights that are currently exercisable or convertible are considered<br />
when assessing whether the Group controls another entity. The Group also assesses existence of control where it does not have more<br />
than 50% of the voting power but is able to govern the financial and operating policies by de-facto control.<br />
Defacto control may arise in circumstances where the size of the Group’s voting rights relative to the size and dispersion of holdings of other<br />
shareholders give the Group the power to govern the financial and operating policies.<br />
Subsidiaries are fully consolidated from the date on which control is transferred to the Group and they are de-consolidated from the date that<br />
control ceases.<br />
The Group applies the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition<br />
of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity<br />
interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent<br />
consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured<br />
initially at fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-byacquistion<br />
basis, at fair value of the recognized amounts of acquiree’s identifiable net assets.<br />
Acquisition-related costs are expensed as incurred.<br />
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the<br />
acquiree is remeasured to fair value at the acquisition date, any gains or losses arising from such re-measurement are recognized in profit<br />
or loss.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
78 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the<br />
fair value of the contingent consideration that is deemed to be an asset or liability is recognized in accordance with IAS 39 in profit or loss.<br />
Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.<br />
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest<br />
over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary<br />
acquired, the difference is recognized in profit or loss.<br />
Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses<br />
resulting from intercompany transactions that are recognized in assets are also eliminated.<br />
Changes in ownership interest in subsidiaries without change of control<br />
Transactions with non-controlling interest that do not result in loss of control are accounted for as equity transactions - that is, as transactions<br />
with the owners in their capacity as owners. The difference between fair value of any consideration paid and the relevant share acquired<br />
of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interest are also<br />
recorded in equity.<br />
Disposal of subsidiaries<br />
When the Group ceases to have control any retained interest in the entity is remeasured to its fair value at the date when control is lost,<br />
with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently<br />
accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other<br />
comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities.<br />
Amounts previously recognized in other comprehensive income are reclassified to profit or loss.<br />
Operating segment information<br />
Management has determined the operating segments based on the reports reviewed by the Exceutive Board that are used to make strategic<br />
decisions. The Executive Board considers the business from a geographic perspective, as the Group’s operations are predominantly managed<br />
by the geographical location. In the period under review, the regional management as well as the new reporting structure became<br />
effective. Since July <strong>2012</strong> North as well as Central and South America are no longer reported separately. To be in line with the internal reporting<br />
structure, the operating segment reporting now shows only combined figures for Americas.<br />
The Executive Board assesses performance of the operating segments based on a measure of adjusted EBIT. This measurement basis<br />
excludes the effect on non-recurring expenditure from the operating segments such as restructuring costs and related legal expenses, reorganization<br />
costs as well as fines recognized. The measurement also excludes the unrealized gains and losses on financial instruments as<br />
well as interest income and expenditure, as this type of activitiy is driven by the central treasury function, which manages the cash position<br />
of the Group. Income tax expenses are not assessed by segment.<br />
Headquarter activities are reported as Corporate. These consist of corporate headquarters, including the Corporate Executive Committee,<br />
Corporate Communications, Corporate Operations, Corporate Human Resources, Corporate Finance including Treasury, Taxes and Pension<br />
Fund Management.<br />
Transfer prices between operating segments are set out at arm’s-length basis. Operating assets and liabilities consist of property, plant<br />
and equipment, goodwill and intangible assets, trade receivables/payables, other assets and liabilities such as provisions and current<br />
income taxes, which can be reasonably attributed to the reported operating segments. Non-operating assets and liabilities mainly include<br />
deferred income tax balances, post-employment benefit assets/liabilities and financial assets/liabilities such as marketable securities and<br />
investments.<br />
Foreign currency<br />
Functional currency<br />
Most Group companies use their local currency as their functional currency. Certain Group companies use other currencies (such as US dollars<br />
or Euros) as their functional currency where this is the currency of the primary economic environment in which the entity or branch<br />
operates.<br />
Transactions and balances<br />
Local transactions in other currencies are initially reported using the exchange rate at the date of the transaction or reporting date. Gains<br />
and losses from the settlement of such transactions and gains and losses on transactions of monetary assets and liabilities denominated in<br />
other currencies are included in the income statement, except when they arise on monetary items that, in substance, form part of the<br />
Group’s net investment in a foreign entity. In such cases the gains and losses are deferred into other comprehensive income.<br />
Nonmonetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rate as of the dates<br />
of the initial transaction. Nonmonetary items measured at fair value in a foreign currency are translated using the exchange rates on the date<br />
on which the fair value is determined.<br />
Changes in fair value of securities denominated in foreign currency classified as available-for-sale are split into components resulting from<br />
changes in the amortized cost of the security and other changes in the carrying amount of the security. Foreign exchange remeasurement<br />
differences related to changes in amortized cost are recognized in profit or loss, and other changes in the carrying amount are recognized<br />
in equity.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
79<br />
Presentation currency<br />
Upon consolidation, assets and liabilities of Group companies using functional currency other than Swiss francs are translated into Swiss<br />
francs using a year-end rate of exchange. Income, expenses and net income and cash flows are translated at the average rates of<br />
exchange for the year. Translation differences due to the changes in exchange rates between the beginning and the end of the year and<br />
the difference between net incomes translated at the average and year-end exchange rates are recognized as a separate component of<br />
other comprehensive income.<br />
On disposal of a foreign entity, the identified cumulative currency translation differences within equity relating to that foreign entity are recognized<br />
in the income statement as part of the gain or loss on divestment.<br />
Any goodwill arising on the acquisition is treated as assets and liabilities of the foreign operation and translated at the closing rate.<br />
The most important exchange rates used in the reported financial statements are:<br />
<strong>2012</strong> 2011<br />
1<br />
Year-end rate<br />
2<br />
Average rate<br />
Statement of<br />
financial<br />
position 1<br />
Income<br />
statement 2<br />
Statement of<br />
financial<br />
position 1<br />
Income<br />
statement 2<br />
EUR 1.20795 1.20525 EUR 1.21628 1.23080<br />
USD 0.91435 0.93821 USD 0.94082 0.88478<br />
HKD 0.11796 0.12095 HKD 0.12114 0.11366<br />
CNY 0.14658 0.14869 CNY 0.14950 0.13690<br />
CAD 0.91906 0.93851 CAD 0.92165 0.89488<br />
GBP 1.47523 1.48651 GBP 1.45278 1.41844<br />
BRL 0.44698 0.48190 BRL 0.50413 0.52987<br />
Revenue recognition<br />
Net forwarding revenue includes amounts received, receivables and unbilled services for forwarding and logistics services performed for<br />
customers after deducting trade discounts and volume rebates and excluding sales taxes and value-added taxes less charges for customs<br />
and duty.<br />
Trade discounts and volume rebates are recorded on an accrual basis consistent with recognition of the related revenue recorded as a<br />
deduction for accounts receivable or as accrued liabilities. Such estimates are based on analyses of existing contractual obligations, historical<br />
trends and the Group’s experience.<br />
Net forwarding revenue is recognized at the time the services are performed. Logistics projects with a longer period of delivery are recognized<br />
at the stage of completion of the services on the reporting date. The stage of completion is assessed in reference to completion of the<br />
specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided. Where necessary,<br />
single transactions are split into separately identifiable components to reflect the substance of the transaction. Conversely, two or more transactions<br />
may be considered together for revenue recognition purposes, where the commercial effect cannot be understood without reference<br />
to the series of transactions as a whole.<br />
Gross profit includes net forwarding revenue from services rendered less related expenses for services provided by third parties net of customs,<br />
duty and taxes.<br />
Interest income is recognized as interest accrued using the effective interest method. Interest income is included in finance income in the<br />
income statement.<br />
Dividends are recognized when the Group’s right to receive the payment is established.<br />
Forwarding services from third parties<br />
Forwarding services from third parties include the corresponding direct services costs and related services costs rendered by a third party.<br />
Trade discounts and volume rebates are recorded on an accrual basis consistent with the recognition of the related services.<br />
Employee benefits<br />
Wages, salaries, social security contributions, paid annual leave, sick leave and other benefits are paid or accrued undiscounted in the year<br />
in which the associated services are rendered by employees of the Group. Legal or constructive obligations such as bonus or profit-sharing<br />
plans are recognized for the amount expected to be paid in the year in which the services are provided.<br />
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Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to<br />
a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an<br />
offer made to voluntary redundancy. Termination benefits for voluntary redundancies are recognized as expenses if the Group has made<br />
an offer of voluntary redundancy and it is probable that the offer will be accepted. If benefits are payable more than twelve months after the<br />
reporting date, then they are discounted to their present value.<br />
Pension obligation<br />
Group companies operate various pension schemes. The schemes are generally funded through payments to insurance companies or<br />
trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined benefit and defined contribution<br />
plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no<br />
legal or contractual obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating<br />
to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan.<br />
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or<br />
more factors such as age, years of service and compensation.<br />
The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation<br />
at the end of the reporting period less the fair value of plan assets, together with adjustment for unrecognized past-service costs. The<br />
defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the<br />
defined benefit obligation is determined by discounting the estimated future cash outflows using interest rate of high-quality corporate bonds<br />
that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the<br />
related pension obligation. In countries where there is no deep market in such bonds, the market rates on government bonds are used.<br />
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in<br />
other comprehensive income in the period in which they arise.<br />
Past service costs are recognized immediately in income, unless the changes to the pension plan are conditional on the employees remaining<br />
in service for a specified period of time. In this case, the past-service costs are amortized on a straight-line basis over the vesting period.<br />
For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory,<br />
contractual or voluntary basis. The Group has no further payment obiligations once the contributions have been paid. The contributions are<br />
recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash<br />
refund or a reduction in the future payments is available.<br />
Other long-term employee benefits<br />
Net obligation in regard to long-term employee benefits other than pension plans is the amount of future benefits that employees have<br />
earned in return for their service in the current and/or prior periods. Benefits are discounted to determine their present value and the fair<br />
value of any related asset is deducted. The expected costs of these benefits are accrued over the period of employment using the same<br />
method of valuation that is used for defined benefit pension plans. Any actuarial gains or losses which consist of differences between<br />
assumptions and actual experiences and the effects of changes in actuarial assumptions are recognized in the income statement in the<br />
period in which they arise.<br />
Share-based compensation<br />
The Group operates a number of equity-settled, share-based compensation plans under which the entity receives services from employees as<br />
consdideration for equity or equity instruments (options) of the Group. The fair value of the employee services received in exchange for the<br />
granting of the options and the discount on the shares granted is estimated at the grant date and recorded as an expense over the vesting<br />
period. The expense is recognized as other employee benefits in the income statement within the operating result of Corporate. For equitysettled<br />
plans, an increase in equity is recorded for this expense and any subsequent cash flows from exercises of vested awards are recorded<br />
as changes in equity. For cash-settled plans, a liability is recorded, which is measured at fair value at each reporting date with any movements<br />
in fair value being recorded in the income statement. Any subsequent cash flows from exercise of vested awards are recorded as<br />
a reduction of the liability.<br />
Other operating expenses<br />
Other operating expenses primarily include administrative expenses, communication expenses, rent and utilities expenses, travel and<br />
promotion expenses, insurance expenses and claims, changes in provisions from impairments of trade receivables and collection<br />
expenses and other operating expenses necessary to render forwarding revenue to third parties. The expenses are recognized when the<br />
expenses recorded on an accrual basis have been incurred.<br />
Finance income and costs<br />
Finance income comprises interest income on funds invested, dividend income from investments, cash discounts, gains on disposals of<br />
available-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on derivatives that<br />
are recognized in profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest method.<br />
Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, cash discounts, changes in the fair<br />
value of financial assets at fair value through profit or loss, impairment losses recognized on financial assets, losses on hedging instruments<br />
that are recog nized in profit or loss, bank charges and bank guarantee fees. All borrowing costs are recognized in profit or loss using the<br />
effective interest method.<br />
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Current and deferred income tax expenses<br />
The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement, except to the extent<br />
that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other<br />
comprehensive income or directly in equity, respectively.<br />
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the<br />
countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken<br />
in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate<br />
on the basis of amounts expected to be paid to the tax authorities.<br />
Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities<br />
and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognized if they arise from the<br />
initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction<br />
other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income<br />
tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply<br />
when the related deferred income tax asset is realized or the deferred income tax liability is settled.<br />
Deferred income tax assets are recognized only to the extent that is probable that future taxable profit will be available against which the<br />
temporary differences can be utilized.<br />
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except for deferred income<br />
tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference<br />
will not reverse in the foreseeable future.<br />
Deferred income tax assets and liabilities are offset when the income taxes are levied by the same taxation authority and when there is a<br />
legally enforceable right to offset them. Deferred income tax is measured based on the currently enacted tax rates applicable in each tax<br />
jurisdiction where the Group operates.<br />
Property, plant and equipment<br />
Property, plant and equipment are measured at cost, net of accumulated depreciation and/or accumulated impairment losses, if any. Initially<br />
property, plant and equipment are recorded at cost of purchase or construction and include all costs directly attributable to bringing the asset<br />
to the location and condition necessary for it to be capable of operating in the manner intended by management. Interest and other borrowing<br />
costs for long-term construction projects are capitalized and included in the carrying value of the assets. All other repair and maintenance costs<br />
of the day-to-day servicing are recognized in the income statement as incurred. The present value of the expected cost for the decommissioning<br />
of the asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. When components of<br />
an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment.<br />
Gains and losses on a disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with<br />
the carrying amount of property, plant and equipment, and are recognized net within gains or losses on sales of non-current assets in the<br />
income statement.<br />
Land and buildings are carried at cost less depreciation and/or accumulated impairment losses.<br />
Depreciation is recognized in the income statement on a straight-line basis over the estimated useful lives of each part of an item of property,<br />
plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain<br />
that the Group will obtain ownership by the end of the lease term. Land and construction in progress are not depreciated.<br />
The estimated useful lives for the current and comparative periods are as follows:<br />
Years<br />
Warehouse and office buildings 25 – 40<br />
Warehouse and transportation equipment 3 – 10<br />
Office furnishings and equipment 5 – 10<br />
EDP hardware 3<br />
Trucks, trailers and special vehicles 3 – 10<br />
Automobiles 3 – 5<br />
The assets’ residual value and estimated useful lives are regularly reviewed and adjusted. If appropriate, the future depreciation charge is<br />
accelerated.<br />
Leases<br />
Where the Group is the lessee, leases of property, plant and equipment where the Group has substantially all of the risks and rewards of<br />
ownership are classified as finance leases. Financial leases are capitalized at the start of the lease at fair value, or the present value of the<br />
minimum lease payments, if lower. Assets acquired under finance leases are depreciated in accordance with the Group’s policy on property,<br />
plant and equipment. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is<br />
depreciated over the shorter of the lease term and useful life. Leases where substantially all of the risks and rewards of ownership are not<br />
transferred to the Group are classified as operating leases. Payments made under operating leases are charged against the income statement<br />
on a straight-line basis over the period of the lease.<br />
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The corresponding leasing obligations, net of finance charges, are included in borrowings. The interest element of the finance cost is<br />
charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the<br />
liability for each period.<br />
Intangible assets<br />
Business combination and goodwill<br />
Business combinations are accounted for using the acquisition method of accounting. The consideration transferred in a business combination<br />
is measured at fair value at the date of acquisition and includes the cash paid plus the fair value at the date of exchange of assets given,<br />
liabilities incurred or assumed and equity instruments issued by the Group. The fair value of the consideration transferred also includes contingent<br />
consideration arrangements at fair value. Directly attributable acquisition-related costs are expensed in the income statement. At the<br />
date of acquisition the Group recognizes the identifiable assets acquired and the liabilities assumed at fair value. Where the Group does not<br />
acquire 100 % ownership of the acquired business, non-controlling interests are recorded as the proportion of the fair value of the acquired<br />
net assets attributable to non-controlling interest. Goodwill is recorded as the surplus of the consideration transferred over the Group’s<br />
interest in the fair value of acquired net assets. Any goodwill and fair value adjustments are recorded as assets and liabilities of the acquired<br />
business in the functional currency of that business. When the initial accounting for a business combination is incomplete at the end of a<br />
reporting period, provisional amounts are used. During the measurement period, the provisional amounts are retrospec tively adjusted and<br />
additional assets and liabilities may be recognized, to reflect new information obtained about the amounts recognized at that date, had they<br />
been known. Goodwill is not amortized but assessed for possible impairment at each reporting date and is additionally tested annually for<br />
impairment. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Group’s cashgenerating<br />
units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the<br />
acquiree are assigned to those units. Changes in ownership interest in subsidiaries are accounted for as equity transactions if they occur<br />
after control has already been obtained and if they do not result in a loss of control.<br />
Trademarks and licenses<br />
Separately acquired trademarks and licenses are shown at historical cost. Trademarks and licenses acquired in a business combination<br />
are recognized at fair value at the acquisition date. Trademarks and licenses have a finite useful life and are carried at cost less accumulated<br />
amortization and accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of trademarks<br />
and licenses over their estimated useful lives of five to ten years.<br />
Customer relationships<br />
Customer relationships acquired in a business combination are recognized at fair value at the acquisition date. Customer relations have a<br />
finite useful life and are carried at cost less accumulated amortization and/or accumulated impairment losses. Amortization is calculated<br />
using the straight-line method over the expected life of the customer relationship of three to five years.<br />
Computer software<br />
Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the<br />
Group are recognized as intangible assets when the following criteria are met:<br />
• it is technically feasible to complete the software product so that it will be available for use;<br />
• management intends to complete the software product and use or sell it;<br />
• there is an ability to use or sell the software product;<br />
• it can be demonstrated how the software product will generate probable future economic benefits;<br />
• adequate technical, financial and other resources to complete the development and to use or sell the software product are available;<br />
and<br />
• the expenditure attributable to the software product during its development can be reliably measured.<br />
Directly attributable costs that are capitalized as part of the software product include software development costs, employee costs and an<br />
appropriate portion of relevant overhead costs. Other development expenditures that do not meet these criteria are recognized as an<br />
expense as incurred. Development costs previously recognized as expenses are not recognized as an asset in a subsequent period. Costs<br />
associated with maintaining computer software programs are recognized as an expense as incurred. Computer software development costs<br />
recognized as assets are amortized over their estimated useful life, which does not exceed three to eight years.<br />
Other intangible assets<br />
Other intangible assets that are acquired by the Group that have finite useful lives are measured at cost less accumulated amortization and<br />
accumulated impairment losses.<br />
Impairment of property, plant and equipment and intangible assets<br />
An impairment assessment is carried out when there is evidence that an asset may be impaired. In addition, intangible assets that are not<br />
yet available for use are tested for impairment annually. If any such indication exists, or when annual impairment testing for an asset is<br />
required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or<br />
cash-generating unit’s fair value less costs to sell, and its value in use, and is determined for an individual asset, unless the asset does not<br />
generate cash inflows that are largely independent of those from other assets or asset groups. Where the carrying amount of an asset<br />
exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use,<br />
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the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments<br />
of the time value of money and the risks specific to the asset. An appropriate valuation model is used to determine fair value less costs to sell.<br />
These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.<br />
Impairment losses are recognized in the income statement. When an impairment loss arises, the useful life of the asset in question is<br />
reviewed and, if necessary, the future depreciation/amortization charge is accelerated.<br />
Impairment of goodwill<br />
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstance indicate a potential impairment.<br />
When the recoverable amount of the cash-generating units, being the higher of its fair value less costs to sell or its value in use, is less,<br />
then the carrying value of the goodwill is reduced to its recoverable amount. The reduction is reported in the income statement as an<br />
impairment loss. The methodology used in the impairment testing is further described in note 15.<br />
Financial assets<br />
Financial assets, including cash and marketable securities, short- and long-term deposits, trade and other receivables, loans and other<br />
receivables, quoted and unquoted financial instruments and derivative financial instruments, are classified either as fair value through profit<br />
or loss, loans and receivables, available-for-sale, or in exceptional cases, as held to maturity. The classification depends on the purpose for<br />
which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. All financial<br />
assets are initially recognized at fair value plus, in the case of investments not at fair value through profit or loss, directly attributable transaction<br />
costs. All purchases and sales are recognized on the settlement date.<br />
Subsequent measurement<br />
Financial assets at fair value through profit or loss<br />
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated upon initial recognition<br />
at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling in<br />
the near term. This category includes derivative financial instruments entered into by the Group that do not meet the hedge accounting criteria.<br />
Derivatives, including separately embedded derivatives, are also classified as held for trading unless they are designated as effective hedging<br />
instruments. Financial assets at fair value through profit or loss are carried on the statement of financial position at fair value with gains or<br />
losses recognized in the income statement.<br />
Loans and receivables<br />
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Such<br />
financial assets are normally carried at amortized cost using the effective interest rate method. Gains and losses are recognized in the<br />
income statement when the loans and receivables are derecognized or impaired, as well as through the amortization process.<br />
Trade receivables originated by the Group are financial assets that are created by providing money or services directly to the debtor. Such<br />
receivables are not quoted and are not originated with the intention to be sold immediately or in the near term. Receivables are presented in<br />
current assets for maturities up to twelve months (accounting treatment of trade receivables is outlined in more detail in the section:<br />
Trade receivables).<br />
Held-to-maturity investments<br />
Non-derivative financial assets with fixed or determinable payments and fixed maturities are classified as held to maturity when the Group<br />
has the positive intention and ability to hold them until maturity. After initial measurement, held-to-maturity investments are measured at amortized<br />
cost using the effective interest method. This method uses an effective interest rate that exactly discounts estimated future cash<br />
receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Gains and losses are recognized in the<br />
income statement when the investments are derecognized or impaired, as well as through the amortization process. The Group did not have<br />
any held-to-maturity investments during the periods under review.<br />
Available-for-sale financial assets<br />
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not classified in any of the<br />
three preceding categories. After initial measurement, available-for-sale financial assets are measured at fair value with unrealized gains or<br />
losses recognized in comprehensive income until the investment is derecognized, at which time the cumulative gain or loss recorded in comprehensive<br />
income is recognized in the income statement, or determined to be impaired, at which time the cumulative loss recorded in comprehensive<br />
income is recognized in the income statement.<br />
Fair value of financial instruments<br />
Fair value is the amount for which a financial asset, liability or instrument could be exchanged between knowledgeable and willing parties in<br />
an arm’s-length transaction. It is determined by reference to quoted market prices or by the use of established valuation techniques such as<br />
option pricing models and the discounted cash flow method if quoted prices in an active market are not available. Valuation tech niques<br />
will incorporate observable market data about market conditions and other factors that are likely to affect the fair value of a financial instrument.<br />
Valuation techniques are typically used for derivative financial instruments. The fair values of financial assets and liabilities at the<br />
reporting date are not materially different to their reported carrying value unless specifically mentioned in the notes to the consolidated financial<br />
statements. Information on fair value hierarchy is included in note 18 on risk management.<br />
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Amortized cost of financial instruments<br />
Amortized cost is computed using the effective interest method less any allowance for impairment and principal repayment or reduction. The<br />
calculation takes into account any premium or discount on acquisition and includes transaction costs that are an integral part of the effective<br />
interest rate.<br />
Impairment of financial assets<br />
Financial assets are individually assessed for possible impairment at each reporting date. An impairment charge is recorded where there is<br />
objective evidence of impairment, such as where the issuer is in bankruptcy, default or other significant financial difficulty. In addition, any<br />
available-for-sale equity securities that have a market value of more than 25 % below their original cost, net of any previous impairment, will<br />
be considered as impaired. Any available-for-sale equity securities that have a market value below their original cost, net of any previous<br />
impairment, for a sustained six-month period will also be considered as impaired. Any decreases in the market price of less than 25 % of<br />
original cost, net of any previous impairment, which are also for less than a sustained six-month period are not by themselves considered as<br />
objective evidence of impairment. Such movements in fair value are recorded in equity until there is objective evidence of impairment or until<br />
the asset is sold or otherwise disposed of. For financial assets carried at amortized cost, any impairment charge is the difference between<br />
the carrying value and the recoverable amount, calculated using estimated future cash flows discounted using the original effective interest<br />
rate. For available-for-sale financial assets, the original cost, net of any previous impairment charge, is the amount currently carried in equity for<br />
the difference between the original cost, net of any previous impairment, and at fair value. An impairment loss is reversed if the reversal can<br />
be related objectively to an event occurring after the impairment loss was recognized. For debt securities measured at amortized cost that are<br />
available-for-sale, the reversal is recognized in income statement. For equity held available-for-sale, the reversal is recognized directly in equity.<br />
Derecognition of financial assets<br />
A financial asset is derecognized when:<br />
• the Group’s rights to receive cash flows from the asset have expired; or<br />
• the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows<br />
in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially<br />
all the risks and rewards of the asset or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the<br />
asset, but has transferred control of the asset.<br />
Derivatives<br />
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Derivative financial instruments<br />
are initially recognized and subsequently carried at fair value on the date a derivative contract is entered into. Apart from those derivatives<br />
designated as qualifying cash flow hedging instruments in the “hedging” policy below, all changes in fair value are recorded as financial<br />
income in the period in which they arise. Embedded derivatives are recognized separately if not closely related to the host contract and<br />
where the host contract is carried at amortized cost. Attributable transaction costs are recognized in the income statement when incurred.<br />
Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.<br />
The fair value of forward currency contracts is the difference between the forward exchange rate and the contract rate. The forward exchange<br />
rate is referenced to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest swap contracts is<br />
determined by reference to market value for similar instruments.<br />
Hedge accounting<br />
For the purpose of hedge accounting, hedging relationships may be of three types. A fair value hedge is a hedge of the exposure to changes in<br />
fair value of a recognized asset or liability, or an unrecognized commitment, or an identified portion of such an asset, liability or commitment<br />
that is attributable to a particular risk and could affect profit or loss. A cash flow hedge is a hedge of the exposure to variability in cash flows<br />
that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction and could affect<br />
the income statement. A “hedge of a net investment in a foreign operation” is a hedge of the foreign currency exposure on a net investment<br />
in a foreign operation.<br />
To qualify for hedge accounting, the hedging relationship must meet several strict conditions on documentation, probability of occurrence<br />
(for cash flow hedges), hedge effectiveness and reliability of measurement. If these conditions are not met, then the derivative instrument does<br />
not qualify for hedge accounting. In this case, the hedging instrument and the hedged item are valued independently of one another. The<br />
derivative hedging instrument is reported at fair value with the changes in fair value included in the income statement. Where the Group will hold<br />
a derivative as an economic hedge for a period beyond twelve months after the statement of financial position date, the derivative is classified<br />
as non-current consistent with the classification of the underlying item.<br />
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes<br />
to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes<br />
identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will<br />
assess the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flow attributable<br />
to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and<br />
are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods<br />
for which they were designated.<br />
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Hedges that meet the strict criteria for hedge accounting are accounted for as follows:<br />
Fair value hedges<br />
The change in the fair value of hedging derivatives is recognized in the income statement. The change in the fair value of the hedged item<br />
attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the income statement.<br />
For fair value hedges relating to items carried at amortized cost, the adjustment to carrying value is amortized through the income statement<br />
over the remaining term to maturity. Amortization may begin as soon as an adjustment exists and shall begin no later than when the hedge item<br />
ceases to be adjusted for changes in its fair value attributable to the risk being hedged. If the hedge item is derecognized, the unamortized<br />
fair value is recognized immediately in the income statement.<br />
When an unrecognized firm commitment is designated as a hedged item, subsequent cumulative change in the fair value of the firm commitment<br />
attributable to the hedged risk is recognized as an asset or liability with a corresponding gain or loss recognized in the income statement.<br />
Cash flow hedges<br />
The effective portion of the gain or loss on the hedging instrument is recognized directly in equity, while any ineffective portion is recognized in<br />
the income statement. Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or loss,<br />
such as when the hedged financial income or financial expense is recognized or when a forecast sale occurs. Where the hedged item is the<br />
cost of a non-financial asset or non-financial liability, the amounts taken to equity are transferred to the initial carrying amount of the nonfinancial<br />
asset or liability.<br />
If the forecast transaction or firm commitment is no longer expected to occur, amounts previously recognized in equity are transferred to the<br />
income statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as<br />
a hedge is revoked, amounts previously recognized in equity remain in equity until the forecast transaction or firm commitment occurs.<br />
Hedges of a net investment<br />
Hedges of a net investment in a foreign operation, including a hedge of a monetary item that is accounted for as part of the net investment,<br />
are accounted for in a manner similar to cash flow hedges. Gains or losses on the hedging instrument relating to the effective portion of the<br />
hedge are recognized directly in equity while any gains or losses relating to the ineffective portion are recognized in the income statement.<br />
Upon disposal of the foreign operation, the cumulative value of any such gains or losses recognized directly in equity is transferred to the<br />
income statement.<br />
Hedging activities and derivative financial instruments<br />
The Group uses foreign-currency-denominated borrowings and forward contracts to manage its transaction exposures. These currency forward<br />
contracts are not designated as cash flow, fair value or net investment hedges and are entered into for periods consistent with currency<br />
transaction exposure (generally one to six months). Such derivatives do not qualify for hedge accounting.<br />
At year-end, the contract value is calculated on the total volume of individual contracts using the fair value at this time. The positive<br />
replacement value represents the theoretical profit if the open currency contracts were closed out as of December 31. Correspondingly, the<br />
negative replacement value represents the theoretical loss on closing the currency transactions open as of December 31.<br />
Trade receivables<br />
Trade receivables are carried at the original invoice amount less valuation adjustments for impairment, trade discounts, volume rebates and<br />
similar allowances. Subsequently, accounts receivable are measured at amortized cost using the effective interest method. An allowance for<br />
doubtful accounts trade receivables is recorded when there is objective evidence that the Group will not be able to collect all amounts due<br />
according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or<br />
financial reorganization, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the trade<br />
receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated<br />
future cash flows. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognized<br />
in the income statement within other operating expenses. When a trade receivable is uncollectible, it is written off against the allowance<br />
account for trade receivables. Subsequent recoveries of amounts previously written off or 100 % impaired are credited against operating<br />
expenses in the income statement. Trade discounts, volume rebates and similar allowances are recorded on an accrual basis consistent<br />
with the recognition of the related sales, using estimates based on existing contractual obligations, historical trends and the Group’s<br />
experience. Long-term accounts receivable are discounted to take into account the time value of money.<br />
Unbilled forwarding services<br />
Unbilled forwarding services represent the gross unbilled amount expected to be collected from customers for forwarding services in progress<br />
for which costs are incurred but not yet invoiced. For logistics projects and other services with a longer period of delivery, recognized<br />
profits are included.<br />
Cash and cash equivalents and other current financial assets<br />
Cash and cash equivalents included in the statement of financial position and statement of cash flows represent cash on hand, bank<br />
and postal checks, bills of exchange net, current balance with banks and similar institutions less bank overdraft as well as time deposits and<br />
highly liquid money market papers with a maturity period of less than three months from the date of acquisition. Such balances are only<br />
reported as cash if they are readily convertible to known amounts of cash and are subject to insignificant risk of change in value.<br />
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86 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Other current financial assets include time deposits and highly liquid money market papers with a maturity period between three months<br />
and one year.<br />
Share capital<br />
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognized in equity<br />
as a deduction, net of tax effects, from the proceeds.<br />
Treasury shares<br />
When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, is<br />
net of any tax effects and is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented<br />
as a deduction from total equity. Where such shares are subsequently reissued, any consideration received, net of any directly attributable<br />
incremental transaction costs and the related income tax effects, the resulting surplus or deficit on the transaction is transferred to<br />
retained earnings.<br />
Retained earnings and other reserves<br />
Retained earnings and other reserves contain legal reserves which are not distributable to the shareholders pursuant to Swiss law, cumulative<br />
translation adjustments of all foreign currency differences arising from the translation of the financial statements of foreign operations as<br />
well as cumulative actuarial gains and losses from defined benefit post-employment plans net of taxes and accumulated difference in<br />
available-for-sales assets.<br />
Financial liabilities<br />
Financial liabilities are either classified as financial liabilities at fair value through profit or loss, financial liabilities at amortized cost or as<br />
derivatives designated as hedging instruments in an effective hedge as appropriate. The Group determines the classification of its financial<br />
liabilities at initial recognition. Financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, directly attributable<br />
transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings and derivative financial<br />
instruments.<br />
Subsequent measurement<br />
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition<br />
as at fair value through profit or loss. This category includes derivative financial instruments entered into by the Group that do not<br />
meet the hedge accounting criteria. Gains or losses on liabilities at fair value through profit or loss are recognized in the income statement.<br />
Borrowings<br />
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost. Any discount between the net<br />
proceeds received and the principal value due on redemption is amortized over the duration of the debt instruments and is recognized as<br />
part of financing costs using the effective interest rate method.<br />
Derecognition of financial liabilities<br />
Financial liabilities are derecognized when the obligation under the liability is discharged or cancelled or expired. Where a financial liability is<br />
replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such<br />
an exchange or modification is treated as a derecognition of the original liability. The recognition of a new liability and the difference in the<br />
respective carrying amounts is recognized in the income statement.<br />
Provisions<br />
Provisions are recognized where a legal or constructive obligation has been incurred and if an outflow of resources is probable and can be<br />
estimated reliably. Provisions are recorded for the estimated ultimate liability that is expected to arise, taking into account foreign currency<br />
effects arising from their translation from their functional currency into Swiss francs and the time value of money where material, determined<br />
by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money<br />
and the risks specific to the liability. The unwinding of the discount is recognized as finance cost. Provisions are established in particular<br />
for accrued costs of services, freight forwarding claims, short-term employee benefits, termination and other long-term employee benefits,<br />
post-employment benefit liabilities and decommissioning provisions. Provisions for restructuring are recognized only when the Group has<br />
approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future<br />
operating costs are not provided for.<br />
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Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
87<br />
4 Critical accounting estimates and judgments<br />
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future<br />
events that are believed to be reasonable under the circumstances.<br />
Critical accounting estimations and assumptions<br />
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the<br />
related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of<br />
assets and liablilities within the next financial year are addressed below.<br />
Impairment of goodwill<br />
The Group tests periodically whether goodwill has suffered any impairment in accordance with the Group’s accounting policy and details are<br />
disclosed in note 15 – Intangible assets, section: Impairment test for goodwill. The recoverable amounts of cash-generating units (CGUs)<br />
have been determined based on value-in-use calculations. The underlying calculations require the use of estimates.<br />
An impairment charge of CHF 18.0 million arose in the Norwegian CGU during the course of the year <strong>2012</strong>, resulting in the carrying amount<br />
of the CGU being written down to its recoverable amount. If the estimated cost of capital used in determining the pre-tax discount rate for<br />
the CGU Norway had been 2.5 % higher than management’s proposal, the group would have recognized further impairment against goodwill<br />
of CHF 12.8 million.<br />
Pension and other post-employment benefits<br />
The expense of defined benefit pension plans and other post-employment medical benefits as well as the present value of the pension obligation<br />
are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates<br />
of return of assets, future salary increases, mortality rates and future pension increases. All assumptions are reviewed at each reporting<br />
date. When determining the appropriate discount rate, management considers the interest rates on high-quality corporate bonds (with an<br />
AAA or AA rating) in the respective country and appropriate duration. The mortality rate is based on publicly available mortality tables for<br />
the specific country. Future salary increases and pension increases are based on expected future inflation rates for the specific country.<br />
Such differences are recognized in full directly in other comprehensive income in the period in which they occur without affecting the income<br />
statement. At December 31, <strong>2012</strong> the Group had a deficit of the fair value of plan assets below the present value of funded obligations of CHF<br />
4.3 million (2011: CHF 9.5 million) for funded plans and a negative present value of unfunded plans of CHF 45.3 million (2011: CHF 37.7 million).<br />
The actuarial assumptions used may differ materially from actual results due to changes in market and economic conditions, higher or<br />
lower withdrawal rates, longer or shorter life spans of participants and other changes in the factors assessed. These differences could impact<br />
the assets or liabilities recognized in the statement of financial position in future periods. Additional information is disclosed in note 7.<br />
Provisions<br />
A number of subsidiaries are subject to litigation arising from the normal conduct of their businesses, as a result of which claims could be<br />
raised against them.<br />
The Group has established a captive reinsurance company that insures a dedicated risk portion of its errors and omissions, transporter<br />
operator and commercial general liability programs. The exposure of its captive reinsurance company is limited by a third-party insurer that<br />
covers losses exceeding an amount of CHF 1 million on a single-case basis and a total aggregate limit of CHF 9 million annually for claims<br />
exceeding CHF 50,000 per incident. In a consolidated view, the Group, through its captive reinsurance company, bears the risks insured<br />
with its captive reinsurance company up to the limit as if such risks were not insured at all. Furthermore, as third-party coverage is subject to<br />
a considerable deductible and a total aggregated limit per year, the Group, in effect, bears the risk of damages, losses and claims that are<br />
above such aggregated limits as well. The Group used for the above-mentioned provision an actuarial calculation method, which<br />
requires for the calculation of the “incurred but not reported reserves” (IBNR), among other estimations, the overall circumstances which may<br />
impact the future losses, such as the growth of business. At December 31, <strong>2012</strong> the recognized liability for claims amounts to CHF 35.6<br />
million (2011: CHF 33.0 million). If the management decided to use the optimal actuarial calculation method, which only takes into consideration<br />
the linear loss development according to historical figures, the carrying amount of claim provisions would be approximately CHF 5.1<br />
million lower (2011: CHF 2.3 million). Using a more conservative percentile, the carrying amount of claim provisions would be approximately<br />
CHF 1.9 million higher (2011: CHF 1.7 million).<br />
The Group is also subject to legal and regulatory proceedings and government investigations in various jurisdictions. These proceedings<br />
are related to the area of competition law. Such proceedings may result in criminal or civil sanctions, penalties or damages against the Company.<br />
Regulatory and legal proceedings, as well as government investigations, involve complex legal issues, the outcome of which is difficult<br />
to predict. Accordingly, management’s judgment is affected in determining whether it is more likely or not that such a proceeding will<br />
result in an outflow of resources and whether the amount of the obligation can be reliably estimated. These judgments are subject to<br />
change as new information becomes available. Upon resolution of any legal or regulatory proceeding or government investigation, the<br />
Group may incur a provision for such matters. It cannot be ruled out that the financial condition or results of operations of the Group will be<br />
materially affected. For additional information see note 31 – Additional inforamtion, section Pending legal claims. Related legal costs are<br />
recognized when incurred.<br />
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88 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Deferred income tax assets<br />
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which<br />
the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized,<br />
based on the likely timing and level of future taxable profits.<br />
The carrying value of recognized tax loss carry-forwards amounts to CHF 97.7 million (2011: CHF 98.0 million) and unrecognized tax loss<br />
carry-forwards to CHF 191.1 million (2011: CHF 100.1 million). Further details are provided in note 27.<br />
If the Group were able to recognize all unrecognized deferred tax assets, consolidated profit would increase by CHF 59.3 million (2011:<br />
CHF 31.6 million). If the Group failed to achieve the expected future taxable profits, the consolidated profit would decrease by CHF 33.3<br />
million (2011 CHF 31.9 million) but the management believes that the full amount of the recognized deferred tax assets are recoverable in<br />
the foreseeable future.<br />
Income taxes<br />
At December 31, <strong>2012</strong>, the net liability for current income taxes amounts to CHF 18.2 million (2011: CHF 19.2 million). As the Group is subject<br />
to income taxes in numerous jurisdictions, significant judgments are required in determining worldwide provisions for income taxes.<br />
Some of these estimates are based on interpretations of existing tax laws or regulations. Management believes that the estimates are reasonable<br />
and that the recognized liabilities for income-tax-related uncertainties are adequate. Various external factors may have favorable<br />
or unfavorable effects on income taxes. These factors include, but are not limited to, changes in tax law regulations and/or rates, changing<br />
interpretation of existing tax laws or regulations and changes in management estimations. Such changes that arise could affect the assets<br />
and liabilities recognized in the statement of financial position in future periods.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
89<br />
5 Operating segment information<br />
Management has determined the operating segments based on the reports reviewed by the Executive Board that are used to make strategic<br />
decisions. The Executive Board considers the business from a geographic perspective, as the Group’s operations are predominantly managed<br />
by the geographical location. The Executive Board assesses performance of the operating segments based on a measure of adjusted<br />
EBIT. This measurement basis excludes the effects on non-recurring expenditure from the operating segments such as restructuring<br />
expenses, reorganization costs as well as fines recognized and related legal expenses. The measurement also excludes the unrealized<br />
gains / losses on financial instruments as well as interest income and expenses, as this type of activity is driven by the central treasury function,<br />
which manages the cash position of the Group. Income and deferred income taxes are not assessed by segment.<br />
In the period under review, the regional management as well as the new reporting structure became effective. Since July <strong>2012</strong> North as well<br />
as Central and South America are no longer reported separately. To be in line with the internal reporting structure, the consolidated segment<br />
reporting shows only combined figures for Americas. For comparative analysis the previous year operating segment has been aligned to<br />
conform to the current period’s presentation.<br />
<strong>2012</strong> (in thousand CHF)<br />
Europe,<br />
Middle<br />
East,<br />
Africa, CIS<br />
Americas<br />
Asia<br />
Pacific<br />
Total<br />
operating<br />
segment<br />
Eliminations<br />
Corporate<br />
Total<br />
Group<br />
External forwarding services 3,091,314 2,287,734 1,237,582 6,616,630 0 6,616,630<br />
Intra-group forwarding services 1,518,635 637,758 1,494,733 3,651,126 (3,651,126) 0<br />
Net forwarding revenue 4,609,949 2,925,492 2,732,315 10,267,756 (3,651,126) 0 6,616,630<br />
Forwarding services from third parties (3,893,203) (2,481,743) (2,427,766) (8,802,712) 3,651,126 (5,151,586)<br />
Gross profit 716,746 443,749 304,549 1,465,044 0 0 1,465,044<br />
Personnel expenses (451,227) (266,490) (139,880) (857,597) (71,974) (929,571)<br />
Other operating expenses (267,161) (175,665) (101,973) (544,799) 130,480 (414,319)<br />
Adjusted EBITDA (1,642) 1,594 62,696 62,648 0 58,506 121,154<br />
Depreciation, amortization and impairment (29,855) (9,586) (6,665) (46,106) (9,739) (55,845)<br />
Goodwill impairment (18,034) 0 0 (18,034) 0 (18,034)<br />
Adjusted operating result (Segment EBIT) (49,531) (7,992) 56,031 (1,492) 0 48,767 47,275<br />
Fines EU and WEKO (see note 9) 0 0 0 0 (59,232) (59,232)<br />
Termination benefits (see note 6) (11,165) (6,294) (4,138) (21,597) (3,843) (25,440)<br />
<strong>Report</strong>ed EBIT (60,696) (14,286) 51,893 (23,089) 0 (14,308) (37,397)<br />
Financial result<br />
– Finance income 14,665<br />
– Finance costs (19,178)<br />
Loss before income tax (EBT) (41,910)<br />
Income tax expenses (28,275)<br />
Consolidated loss (70,185)<br />
Information about segment assets and liabilities:<br />
<strong>2012</strong> (in thousand CHF)<br />
Europe,<br />
Middle<br />
East,<br />
Africa, CIS<br />
Americas<br />
Asia<br />
Pacific<br />
Total<br />
operating<br />
segment<br />
Nonsegment<br />
assets<br />
Nonsegment<br />
liabilities<br />
Total<br />
Group<br />
Segment assets 723,406 480,433 342,874 1,546,713 410,342 1,957,055<br />
Segment liabilities 532,683 271,469 219,076 1,023,228 184,008 1,207,236<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
90 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Net forwarding revenue and segment assets from the country of domicile (Switzerland) and major countries within afore-mentioned segments:<br />
<strong>2012</strong> (in thousand CHF) Switzerland Germany<br />
United<br />
States of<br />
America<br />
Brazil<br />
Republic<br />
of<br />
China<br />
Net forwarding revenue 860,291 1,282,793 1,545,194 427,496 1,102,812<br />
Segment assets 59,767 175,515 207,732 95,008 116,459<br />
2011 (in thousand CHF)<br />
Europe,<br />
Middle<br />
East,<br />
Africa, CIS<br />
Americas<br />
Asia<br />
Pacific<br />
Total<br />
operating<br />
segment<br />
Eliminations<br />
Corporate<br />
Total<br />
Group<br />
External forwarding services 3,169,935 2,104,281 1,225,432 6,499,648 0 0 6,499,648<br />
Intra-group forwarding services 1,573,571 645,319 1,547,501 3,766,391 (3,766,391) 0 0<br />
Net forwarding revenue 4,743,506 2,749,600 2,772,933 10,266,039 (3,766,391) 0 6,499,648<br />
Forwarding services from third parties (4,013,993) (2,317,217) (2,457,780) (8,788,990) 3,766,391 0 (5,022,599)<br />
Gross profit 729,513 432,383 315,153 1,477,049 0 0 1,477,049<br />
Personnel expenses (444,681) (245,847) (125,341) (815,869) 0 (76,552) (892,421)<br />
Other operating expenses (246,778) (162,225) (99,602) (508,605) 0 136,061 (372,544)<br />
Adjusted EBITDA 38,054 24,311 90,210 152,575 0 59,509 212,084<br />
Depreciation, amortization and impairment (16,976) (8,570) (5,883) (31,429) 0 (6,438) (37,867)<br />
Adjusted operating result (Segment EBIT) 21,078 15,741 84,327 121,146 0 53,071 174,217<br />
Financial result<br />
– Finance income 6,268<br />
– Finance costs (11,903)<br />
Profit before income tax (EBT) 168,582<br />
Income tax expenses (41,169)<br />
Consolidated profit 127,413<br />
Information about segment assets and liabilities:<br />
2011 (in thousand CHF)<br />
Europe,<br />
Middle<br />
East,<br />
Africa, CIS<br />
Americas<br />
Asia<br />
Pacific<br />
Total<br />
operating<br />
segment<br />
Nonsegment<br />
assets<br />
Nonsegment<br />
liabilites<br />
Total<br />
Group<br />
Segment assets 755,385 456,264 371,554 1,583,203 552,119 2,135,322<br />
Segment liabilities 542,139 263,952 233,979 1,040,070 180,362 1,220,432<br />
Net forwarding revenue and segment assets from the country of domicile (Switzerland) and major countries within above-mentioned<br />
segments:<br />
2011 (in thousand CHF) Switzerland Germany<br />
United<br />
States of<br />
America<br />
Brazil<br />
Republic<br />
of<br />
China<br />
Net forwarding revenue 905,425 1,375,681 1,446,271 412,544 1,182,612<br />
Segment assets 70,659 188,624 194,664 85,426 130,898<br />
Neither in <strong>2012</strong> nor 2011 the Group did have sales in excess of 10 % of the total net forwarding revenues to any single external customer.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
91<br />
Information by business<br />
The Group’s business can be divided into three divisions: Air Freight, Ocean Freight and Logistics.<br />
<strong>2012</strong> (in thousand CHF) Air Freight<br />
Ocean<br />
Freight Logistics Total Group<br />
Net forwarding revenue 3,105,334 2,615,024 896,272 6,616,630<br />
Forwarding services from third parties (2,478,361) (2,155,165) (518,060) (5,151,586)<br />
Gross profit 626,973 459,859 378,212 1,465,044<br />
2011 (in thousand CHF) Air Freight<br />
Ocean<br />
Freight Logistics Total Group<br />
Net forwarding revenue 3,280,851 2,313,158 905,639 6,499,648<br />
Forwarding services from third parties (2,592,750) (1,873,935) (555,914) (5,022,599)<br />
Gross profit 688,101 439,223 349,725 1,477,049<br />
6<br />
Personnel expenses<br />
in thousand CHF <strong>2012</strong> 2011<br />
Wages and salaries 739,268 695,473<br />
Compulsory social security contributions 91,968 84,421<br />
Contributions to defined contribution plans 53,654 49,166<br />
Expenses related to defined benefit plans (note 7) 8,072 987<br />
Staff training 9,446 8,823<br />
Share-based compensation (note 8)<br />
Equity-settled compensation plan 2,209 1,917<br />
Cash-settled compensation plan (2,164) 1,019<br />
Other personnel-related expenses 52,558 50,615<br />
Total personnel expenses 955,011 892,421<br />
Number of employees 15,224 15,051<br />
thereof in Switzerland 759 775<br />
During the period under review, the Group recognized CHF 25.4 million termination benefits within wages and salaries. The termination benefits<br />
concern headcount reductions in all three regions and on a corporate level (see note 28 provisions and other liabilities).<br />
7<br />
Post-employment benefit obligations<br />
<strong>Panalpina</strong>’s objective is to provide attractive post-employment benefits to employees, while at the same time ensuring that the various plans<br />
are appropriately financed, while managing any potential impacts on the Group’s long-term financial position. The nature of such plans<br />
varies according to legal regulations and fiscal requirements in the countries in which the employees are employed. Other post-employment<br />
benefits consist mostly of post-retirement schemes. Post-employment benefit plans are classified for IFRS as “defined contribution plans” if the<br />
Group pays fixed contributions in a separate fund or to a third-party financial institution and will have no further legal or constructive obligation<br />
to pay further contributions. All other plans are classified as defined benefit plans. The Group’s major defined benefit plans are located in<br />
Switzerland, Germany, Japan, Taiwan and France. Plans are usually established as trusts independent of the Group and are funded by<br />
payments from the Group and by employees. In some cases, notably for the major defined benefit plans in Germany and Japan, the plans are<br />
unfunded and the Group pays pensions to retired employees directly from its own financial resources.<br />
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92 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Current and past services as well as expected returns on plan assets and interest expenses are charged to the income statement as personnel<br />
expenses. Actuarial gains and losses are recorded directly in other comprehensive income. The recognition of pension assets is<br />
limited to the total of the present value of any future refunds from the plans or reduction in future contributions to the plans and any cumulative<br />
unrecognized past service costs. Adjustments arising from the limit on the recognition of assets for defined benefit plans are recorded<br />
directly in other comprehensive income.<br />
Qualified independent actuaries carry out valuations on a regular basis and for major plans annually as at the reporting date. For funded<br />
plans, which are usually trusts independent of the Group’s finances, the net asset / liability recognized on the Group’s statement of financial<br />
position corresponds to the over-/underfunding of the plan, adjusted for unrecognized past service costs. For unfunded plans, where<br />
the Group meets the pension obligations directly from its own financial resources, a liability for the defined benefit obligation is recorded in<br />
the Group’s statement of financial position. Pension assets and liabilities in different defined benefit plans are not offset.<br />
The amounts recognized in the statement of financial position are determined as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Fair value of plan assets 231,706 211,525<br />
Present value of funded obligation (236,030) (221,002)<br />
Surplus (deficit) (4,324) (9,477)<br />
Present value of unfunded obligations (45,305) (37,674)<br />
(Net liability) net asset recognized in statement of financial position (49,629) (47,151)<br />
thereof recognized as liability (49,629) (47,151)<br />
The following amounts relating to defined benefit pension plans were recorded in the income statement:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Net pension costs for year ending<br />
Current service costs (16,322) (13,488)<br />
Recognized past service costs 0 3,448<br />
Interest expenses (6,564) (7,232)<br />
Expected return on plan assets 8,489 10,226<br />
Employee contribution 5,148 4,960<br />
Settlements 961 922<br />
Curtailments 216 177<br />
Expenses for defined benefit plans (8,072) (987)<br />
The movement in the defined benefit obligation over the year is as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Changes in defined benefit obligation (DBO)<br />
DBO at beginning of year (258,676) (248,015)<br />
Current service costs (16,322) (13,488)<br />
Recognized past service costs 0 3,448<br />
Interest expenses (6,564) (7,232)<br />
Actuarial (losses) gains recognized in OCI (11,133) (10,777)<br />
Benefits paid 10,672 16,196<br />
Curtailments 216 177<br />
Liabilities extinguished on settlement 0 29<br />
Currency impact 472 986<br />
DBO at end of year (281,335) (258,676)<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
93<br />
The movement in the fair value of plan assets of the year is as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Changes in fair value of plan assets<br />
Fair value at beginning of year 211,525 217,656<br />
Employer contributions 6,018 6,167<br />
Employee contributions 5,148 4,960<br />
Expected return on plan assets 8,489 10,226<br />
Actuarial gains (losses) recognized in OCI 9,484 (12,520)<br />
Benefits paid (8,962) (14,943)<br />
Currency impact 4 (21)<br />
Fair value at end of year of plan assets 231,706 211,525<br />
The fair value of the plan assets includes none of the Group’s shares for either <strong>2012</strong> or 2011.<br />
An analysis of the amounts recognized in other comprehensive income is shown in the table below:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Analysis of amounts recognized in other comprehensive income<br />
Recognized in other comprehensive income on January 1 126,735 104,601<br />
Actuarial (gains) losses plan assets (9,484) 12,520<br />
Actuarial losses (gains) DBO 11,133 10,777<br />
Currency impact (86) (1,163)<br />
Recognized in other comprehensive income on December 31 128,298 126,735<br />
Plan assets are comprised as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
in CHF in % in CHF in %<br />
Major categories of plan assets<br />
Cash and cash equivalents 1,186 0.51 % 3 0.0088 %<br />
Equity investments 80,941 34.93 % 61,021 28.85 %<br />
Bonds 115,857 50.00 % 117,765 55.68 %<br />
Hedge funds and private equity 0 0.00 % 6,500 3.07 %<br />
Real estate funds 27,120 11.71 % 22,893 10.82 %<br />
Others 6,602 2.85 % 3,343 1.58 %<br />
Total 231,706 100.00 % 211,525 100.00 %<br />
Actuarial assumptions<br />
Actuarial assumptions are unbiased and mutually compatible estimates of variables that determine the ultimate cost of providing past<br />
employment benefits. They are set on an annual basis by local management and actuaries and are subject to approval by corporate management.<br />
Actuarial assumptions consist of demographic assumptions on matters such as mortality and employee turnover, and financial<br />
assumptions on matters such as salary and benefit level, interest rates and return on investments. The Group operates defined benefit plans<br />
in many countries and the actuarial assumptions vary based upon local economic and social conditions.<br />
Demographic assumptions<br />
The most significant demographic assumptions relate to mortality rates. The Group’s actuaries use mortality tables which take into account<br />
historic patterns and expected changes, such as further increases in longevity. The mortality tables used for the major schemes are:<br />
Switzerland: BVG 2010 Periodic table and adjustment<br />
Germany: tables 2005 G from Klaus Heubeck<br />
France: table INSEE TV / TD 2008 / 2010<br />
Rates of employee turnover, disability and early retirement are based on historical behavior within the Group companies.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
94 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Financial assumptions<br />
These are based on market expectations for the period over which the obligations are to be settled. The assumptions used in the actuarial<br />
valuations with stable currencies and interest are shown below:<br />
<strong>2012</strong> 2011<br />
Discount rate 2.01 % 2.57 %<br />
Expected return on pension plan assets 1.75 % 3.99 %<br />
Future salary increase 1.75 % 1.75 %<br />
Future pension increase 1.15 % 1.25 %<br />
Discount rates, which are used to calculate the discounted present value of the defined benefit obligation, are determined with reference to<br />
market yields on high-quality corporate bonds.<br />
Expected returns on plan assets are based on market expectations of expected returns on the assets in funded plans over the duration of<br />
the related obligation. This takes into account the split of the plan assets between equities, bonds, properties and other investments. The<br />
calculation includes assumptions concerning expected dividend and interest income and realized and unrealized gains on plan assets. Due<br />
to the long-term nature of the obligations, the assumptions used for matters such as returns on investments may not necessarily be consistent<br />
with recent historical patterns. The expected return on plan assets included in the income statement is calculated by multiplying the<br />
expected rate of return by the fair value of plan assets. The difference between the expected return and the actual return in any twelvemonth<br />
period is an actuarial gain/loss and recorded directly in other comprehensive income. In <strong>2012</strong>, the actual return on plan assets was<br />
CHF 18.0 million (2011: CHF – 2.3 million).<br />
Expected rates of salary increases, which are used to calculate the defined benefit obligation and the current service cost included in the<br />
income statement, are based on the latest expectation and historical behavior within Group entities.<br />
A five-year summary of the Group’s defined benefit plans is shown in the table below:<br />
in thousand CHF <strong>2012</strong> 2011 2010 2009 2008<br />
DBO 281,335 258,676 248,015 232,899 256,441<br />
Plan assets (231,706) (211,525) (217,656) (208,217) (213,520)<br />
Net liability recognised in statement of financial position 49,629 47,151 (30,359) (24,682) (42,921)<br />
Experience adjustments arising on:<br />
plan liability (2,007) 8,974 (2,858) 3,149 (7,692)<br />
plan asset 9,484 (12,510) 1,042 20,539 (40,859)<br />
8<br />
Share and option ownership program<br />
The Group operates several share and option ownership programs. The members of the Board of Directors, the members of the Executive<br />
Board as well as selected preferential employees had the option of voluntarily participating in the share and option ownership program introduced<br />
in 2005 and continued in a modified program in the following years.<br />
Management Incentive Program II (MIP II)<br />
In June 2006, the Group introduced the Management Incentive Program II. Participants in this program had the right to purchase shares<br />
with a discount of 25 % based on the share price corresponding to the average closing price of one share at the SIX Swiss Exchange during<br />
the months January to May in the respective year of purchase. The difference between the discounted share price on the grant date<br />
and the share price paid by the participants is recognized as personnel expenses on the date of the issue of the shares. The shares are<br />
subject to a one-year lock-up period. For every purchased share under this plan, the Group granted one option free of charge to the participant.<br />
The options have a contractual term of six years and a vesting period of one to three years. Each option entitles the participant to<br />
obtain one share of <strong>Panalpina</strong> World Transport (Holding) Ltd. at a predetermined strike price which equals the average closing price of one<br />
share at the SIX Swiss Exchange during the months January to May in 2006. The share options cannot be settled in cash. In May 2007, the<br />
Board of Directors decided to divide the Management Incentive Program II into an “International Management Incentive Plan” and a “United<br />
States Management Incentive Plan.” Beneficiaries of the “United States Management Incentive Plan” are selected preferential employees of<br />
the subsidiary in the United States of America and members of the Board of Directors with residence in the United States of America. The<br />
conditions of this plan do not differ from those of the “International Management Incentive Plan” except for the strike price, which equals the<br />
closing price of one share at the SIX Swiss Exchange on the date of disbursement. Under this changed program, beneficiaries of the “United<br />
States Management Incentive Plan” holding options to purchase shares of the Group’s capital stock were given the opportunity to exchange<br />
their existing options for new options to purchase an equal number of shares. 3,550 options with a strike price of CHF 111.30 were tendered<br />
pursuant to the “United States Management Incentive Plan.” In May 2007, those options were accepted and cancelled by the Group. The<br />
Group undertook to grant new options on a one-for-one basis, in lieu of the tendered options, to the affected employees. The new options,<br />
which totaled 5,350, were granted with a strike price of CHF 114.00.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
95<br />
The following table lists the parameters based on which the option valuation of both plans was performed:<br />
in CHF<br />
International<br />
Management<br />
Incentive<br />
Plan II<br />
United States<br />
Management<br />
Incentive<br />
Plan II<br />
Market price of share 114.00 114.00<br />
Exercise price of option 111.30 114.00<br />
Expected volatility (in %) 30.00 30.00<br />
Option life (in years) 5 5<br />
Dividend yield (in %) 1.78 1.78<br />
Risk-free interest rate based on Swiss government bonds (in %) 2.670 2.670<br />
Strike price adjustment<br />
In accordance with the decision of the <strong>Annual</strong> General Meeting <strong>2012</strong>, in July <strong>2012</strong> <strong>Panalpina</strong> reduced the nominal value of its shares by<br />
CHF 1.90 to new CHF 0.10. According to the calculation of SIX this reduction in nominal value had an effect of CHF 0.97976571 on the<br />
share price. Therefore the share price after this transaction sank to 97.976571 % of the share price directly before the reduction of the<br />
nominal value. As the granted free options of the Management Incentive Plans had not anticipated the nominal value reduction in the<br />
moment of their subscription, the Executive Board of <strong>Panalpina</strong> decided to reduce the strike price of the related options by the same factor<br />
97.976571 %. The strike price reduction was applied for MIP III, IV, 08/09 and 09/10 and is already included in the following plans:<br />
Management Incentive Program III (MIP III)<br />
The third share and option program was introduced in June 2007, which conceptually completely mirrors the modified program of 2006. Participants<br />
of the “International Management Incentive Plan III” subscribed for 38,921 options with a strike price of CHF 197.05. Participants<br />
in the “United States Management Incentive Plan III” subscribed for 4,096 options with a strike price of CHF 245.90. The difference between<br />
the discounted share price on the grant date and the share price paid by the participants is recognized as personnel expenses on the date<br />
of the issue of the shares.<br />
The following table lists the parameters based on which the option valuation of both plans was performed:<br />
in CHF<br />
International<br />
Management<br />
Incentive<br />
Plan III<br />
United States<br />
Management<br />
Incentive<br />
Plan III<br />
Market price of share 90.40 90.40<br />
Exercise price of option 197.05 245.90<br />
Expected volatility (in %) 28.11 28.11<br />
Option life (in years) 5 5<br />
Dividend yield (in %) 3.53 3.53<br />
Risk-free interest rate based on Swiss government bonds (in %) 0.490 0.490<br />
Management Incentive Program IV (MIP IV)<br />
A fourth share and option program was introduced in June 2008. The conditions of this share and option program are identical to the Management<br />
Incentive Program II of the Group except for the purchase price of the shares, which equals 75 % of the closing price of one share<br />
at the SIX Swiss Exchange on April 30, 2008. The difference between the discounted share price on the grant date and the share price paid<br />
by the participants is recognized as personnel expenses on the date of the issue of the shares. The plan is also divided into an “International<br />
Management Incentive Plan” and a “United States Management Incentive Plan.” The exercise price of options of the “International Management<br />
Incentive Plan” is equal to the closing price of one share at the SIX Swiss Exchange on April 30, 2008. The exercise price of options of<br />
the “United States Management Incentive Plan” is equal to the share price at the SIX Swiss Exchange on the grant date. Participants in the<br />
“International Management Incentive Plan IV” subscribed for 32,436 options with a strike price of CHF 129.35. Participants in the “United<br />
States Management Incentive Plan IV” subscribed for 4,689 options with a strike price of CHF 119.90.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
96 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
The following table lists the parameters based on which the option valuation of both plans was performed:<br />
in CHF<br />
International<br />
Management<br />
Incentive<br />
Plan IV<br />
United States<br />
Management<br />
Incentive<br />
Plan IV<br />
Market price of share 90.40 90.40<br />
Exercise price of option 129.35 119.90<br />
Expected volatility (in %) 28.11 28.11<br />
Option life (in years) 5 5<br />
Dividend yield (in %) 3.53 3.53<br />
Risk-free interest rate based on Swiss government bonds (in %) 0.490 0.490<br />
Management Incentive Plan 08 / 09 (MIP 08 / 09)<br />
In 2009, management introduced a new plan. The terms of this share and option program are identical to the Management Incentive Program<br />
IV as described above apart from the strike price of the “International Management Incentive Plan,” which equals the closing price of<br />
the share on the cut-off day at the SIX Swiss Exchange. Under this program participants of the “International Management Incentive Plan”<br />
received 65,921 options with a strike price of CHF 61.25 and participants of the “United States Management Incentive Plan” received<br />
5,132 options with a strike price of CHF 81.35.<br />
The following table lists the parameters based on which the option valuation of both plans was performed:<br />
in CHF<br />
International<br />
Management<br />
Incentive<br />
Plan 08/09<br />
United States<br />
Management<br />
Incentive<br />
Plan 08/09<br />
Market price of share 90.40 90.40<br />
Exercise price of option 61.25 81.35<br />
Expected volatility (in %) 28.11 28.11<br />
Option life (in years) 5 5<br />
Dividend yield (in %) 3.53 3.53<br />
Risk-free interest rate based on Swiss government bonds (in %) 0.490 0.490<br />
Management Incentive Plan 09 / 10 (MIP 09 / 10)<br />
In 2010 an additional management incentive plan was set up. Apart from the strike price of the “International Management Incentive Plan”<br />
which equals the closing price of the share on the cut-off day at the SIX Swiss Exchange, the terms of this share and option program are<br />
identical to the Management Incentive Program 08/09. Under this program participants of the “International Management Incentive<br />
Plan” received 12,099 options with a strike price of CHF 95.65 and participants of the “United States Management Plan” received 1,354<br />
options with a strike price of CHF 87.75.<br />
The weighted average fair value of the share options granted during the reporting period is determined using the binominal valuation model,<br />
applying the following significant inputs into the model:<br />
in CHF<br />
International<br />
Management<br />
Incentive<br />
Plan 09/10<br />
United States<br />
Management<br />
Incentive<br />
Plan 09/10<br />
Market price of share 90.40 90.40<br />
Exercise price of option 95.65 87.75<br />
Expected volatility (in %) 28.11 28.11<br />
Option life (in years) 5 5<br />
Dividend yield (in %) 3.53 3.53<br />
Risk-free interest rate based on Swiss government bonds (in %) 0.490 0.490<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
97<br />
The following table summarizes the movements in the number of share options outstanding and their related average exercise prices:<br />
Average exercise<br />
price<br />
per share<br />
(in CHF)<br />
<strong>2012</strong> 2011<br />
Options<br />
(number)<br />
Average exercise<br />
price<br />
per share<br />
(in CHF)<br />
Options<br />
(number)<br />
Options outstanding on January 1 119.80 148,452 115.72 173,692<br />
Exercised 65.40 (14,621) 74.52 (16,065)<br />
Forfeited 90.27 (1,844) 71.62 (3,367)<br />
Expired 117.28 (34,337) 150.92 (5,808)<br />
Options outstanding on December 31 126.74 97,650 119.80 148,452<br />
Options exercisable on December 31 127.75 93,166 132.57 115,799<br />
During the reporting year the following numbers of options were exercised with the respective exercise prices:<br />
Exercise<br />
price<br />
of option<br />
(in CHF)<br />
<strong>2012</strong> 2011<br />
Number of<br />
exercised<br />
options<br />
Exercise<br />
price<br />
of option<br />
(in CHF)<br />
Number of<br />
exercised<br />
options<br />
International Management Incentive Plan II 0.00 0 111.30 3,435<br />
International Management Incentive Plan 08/09 62.50 11,156 62.50 11,781<br />
International Management Incentive Plan 08/09 61.25 1,974 0.00 0<br />
United States Management Incentive Plan 08/09 83.05 476 83.05 226<br />
International Management Incentive Plan 09/10 97.60 949 97.60 501<br />
United States Management Incentive Plan 09/10 89.55 66 89.55 122<br />
Weighted average exercise price of options exercised<br />
during the year 65.40 74.52<br />
The average exercise prices and the expiry date of the outstanding options at period-end are as follows:<br />
<strong>2012</strong><br />
Average exercise<br />
price per share (in CHF)<br />
Number of options<br />
expiring at year-end<br />
2013 202.61 28,312<br />
2014 127.95 29,636<br />
2015 63.91 29,640<br />
2016 94.77 10,062<br />
Total 126.74 97,650<br />
Management Incentive Plan 10 / 11 (MIP 10 / 11)<br />
In 2011 a new management incentive plan was set up. Participants in this program had the right to purchase shares with a discount of<br />
10 % based on the share price equal to the closing price on the SIX Swiss Stock Exchange at the cut-off day. The difference between the<br />
discounted share price on the grant date and the share price paid by the participants is recognized as personnel expenses on the date of<br />
the issue of the shares. The shares are subject to a one-year lock-up period. For every purchased share under this plan, the Group granted a<br />
number of free shares according to a “Free Share Ratio” which is annually set by the Compensation and Nomination Committee. For the<br />
current year the ratio was set to 1:4 (one free share per four shares bought). The free shares have a vesting period of one to three years. On<br />
non-vested free shares, no dividends are paid and there is no entitlement for dividends. The shares cannot be settled in cash. The fair value<br />
of the free shares corresponds to the market price of the shares at the grant date.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
98 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
<strong>2012</strong><br />
Management<br />
Incentive<br />
Plan 10/11<br />
2011<br />
Management<br />
Incentive<br />
Plan 10/11<br />
Fair value of free share (in CHF) 119.30 119.30<br />
Outstanding free shares on January 1 6,961 0<br />
Granted free shares 0 7,124<br />
Vested free shares (3,230) (138)<br />
Forfeited free shares (392) (25)<br />
Free shares outstanding on December 31 3,339 6,961<br />
Management Incentive Plan 11 / 12 (MIP 11 / 12)<br />
As in previous years an additional management incentive plan was set up in <strong>2012</strong>. Participants in this program had the right to purchase<br />
shares with a discount of 10 % based on the share price equal to the closing price on the SIX Swiss Stock Exchange at the cut-off day. The<br />
difference between the discounted share price on the grant date and the share price paid by the participants is recognized as personnel<br />
expenses on the date of the issue of the shares. The shares are subject to a one-year lock-up period. For every purchased share under this<br />
plan, the Group granted a number of free shares according to a “Free Share Ratio” which is annually set by the Compensation and Nomination<br />
Committee. For the current year the ratio was set to 1:4 (one free share per four shares bought). The free shares have a vesting period of<br />
one to three years. On non-vested free shares, no dividends are paid and there is no entitlement for dividends. The shares cannot be settled<br />
in cash. The fair value of the free shares corresponds to the market price of the shares at the grant date.<br />
<strong>2012</strong><br />
Management<br />
Incentive<br />
Plan 11/12<br />
Fair value of free share (in CHF) 87.30<br />
Granted free shares 2,816<br />
Vested free shares (75)<br />
Forfeited free shares (179)<br />
Free shares outstanding on December 31 2,562<br />
The Group holds its own shares in order to meet its obligations under the Management Incentive Programs. These own shares are deducted<br />
from equity (note 23).<br />
The members of the Executive Board and the Boards of Directors did not participate in the above-mentioned incentive plans.<br />
Executive Board Mid-Term Incentive Plan<br />
The Mid-Term Incentive Plan has been set up such that only 60 % of the bonuses, which continue to be set by the achievement of annually<br />
reviewed Group key performance indicators (KPIs) and individual performance targets, are paid out in cash, whereas the remainder is paid<br />
out in shares with a restriction period of one year. This number of shares will be matched by the Company after this restriction period. In<br />
addition, the members of the Executive Board will receive the corresponding number of shares, based on the share’s closing price on April 30<br />
of CHF 88.52 (previous year: CHF 62.50). These shares will thereafter be subject to a further one-year restriction period. In the reporting<br />
period under review Executive Board members received 40 % of the bonus in Company shares totaling 11,930 shares (previous year:<br />
13,528 shares) with a restriction period of one year. This number of shares will, additionally, be matched by the Company after this restriction<br />
period. These additional shares are also subject to a further one-year restriction period.<br />
During the period under review management received matched shares totaling 13,528 (2011: 4,155) shares reflecting the 40 % bonus<br />
paid in the previous year.<br />
Executive Board Long-Term Incentive Plan<br />
The Long-Term Incentive Plan rewards long-term value creation measured by economic profit. Under this plan, which has a five-year<br />
cycle, the individual Executive Board member is entitled to an equal share of the respective pool after the expiry of the five-year plan period.<br />
This plan can be cash-settled. The carrying amount of the liability at December 31, <strong>2012</strong> amounts to CHF 363 thousand (2011: CHF 2,527<br />
thousand), which is also the intrinsic value.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
99<br />
Board of Directors Restricted Stock Award Plan<br />
The Restricted Stock Award Plan for the Board of Directors was introduced in 2009. Part of the remuneration of each Board member is<br />
settled in free shares of the Company. The corresponding number of shares per member will be based on the share’s closing price at the<br />
assignment date. The shares have a one-year restriction period. During the period under review the Board of Directors received 3,948<br />
shares (2011: 2,562 shares).<br />
Costs of share-based compensation<br />
Recognized costs of share-based compensation were as follows:<br />
in CHF <strong>2012</strong> 2011<br />
Employee share plan (217,945) 2,273,801<br />
Option plan 263,101 662,587<br />
Total cost of share-based payments 45,156 2,936,388<br />
Share-based compensation expenses are not reported in operating segments. They are reported under Corporate.<br />
9<br />
Other operating expenses<br />
in thousand CHF <strong>2012</strong> 2011<br />
Administrative expenses 37,694 37,905<br />
Communications expenses 71,238 64,949<br />
Rent and utilities expenses 214,253 183,294<br />
Travel and promotion expenses 38,749 42,717<br />
Insurance expenses and claims 15,529 6,352<br />
Fines EU and WEKO 59,232 0<br />
Bad-debt and collection expenses 10,086 6,558<br />
Other 26,656 30,663<br />
Total other operating expenses 473,437 372,438<br />
Rent and utilities expenses include rentals amounting to CHF 123.5 million (2011: CHF 103.6 million) and lease of machinery, equipment and<br />
vehicles of CHF 22.9 million (2011: CHF 20.2 million). Bad-debt and collection expenses include CHF 1.5 million (2011: CHF 1.4 million)<br />
of credit insurance premiums.<br />
10<br />
Gains and losses on sales of non-current assets<br />
in thousand CHF <strong>2012</strong> 2011<br />
Gains on sales of property, plant and equipment 899 618<br />
Losses on sales of property, plant and equipment (1,013) (724)<br />
Total net (losses) on sales of non-current assets (114) (106)<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
100 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
11 Finance income and costs<br />
in thousand CHF <strong>2012</strong> 2011<br />
Interest income<br />
Interest income on current bank accounts 3,624 3,986<br />
Interest income on financial assets at fair value through profit or loss 10 11<br />
Interest differential on forwards and swaps 127 1,741<br />
Interest income on loans 2 7<br />
Cash discount income 418 351<br />
Subtotal interest income 4,181 6,096<br />
Guarantee fees income 21 0<br />
Dividend on available-for-sale financial assets 573 172<br />
Gain on sale of financial investments 9,890 0<br />
Total finance income 14,665 6,268<br />
Interest expenses<br />
Interest expenses on loans (78) (242)<br />
Interest expenses on current bank accounts (750) (760)<br />
Interest differential on forwards and swaps (566) (4,345)<br />
Interest expenses on financial leasing (68) (71)<br />
Cash discount expenses (496) (514)<br />
Subtotal interest expenses (1,958) (5,932)<br />
Bank charges (2,703) (2,277)<br />
Exchange differences (7,380) (2,840)<br />
Guarantee fees expenses (852) (529)<br />
Other financial expenses (422) (303)<br />
Impairment on financial assets (4,691) 0<br />
Fair value adjustments on financial assets (1,172) (22)<br />
Total finance costs (19,178) (11,903)<br />
Net finance costs (4,513) (5,635)<br />
In <strong>2012</strong>, <strong>Panalpina</strong> sold its 12 % of Luxair SA’s shares to the state of Luxembourg with a gain on sale of assets of CHF 9.9 million.<br />
During the period under review the Group assessed the recoverable amount of another financial asset with the conclusion that the recoverabiliaty<br />
is no longer given. Therefore an impairment charge in the amount of CHF 4.7 million was recognized in the financial result.<br />
12<br />
Income tax expenses<br />
in thousand CHF <strong>2012</strong> 2011<br />
Current income taxes<br />
Current period 30,521 37,064<br />
Adjustments for prior periods 252 1,566<br />
Total income taxes 30,773 38,630<br />
Deferred income taxes (note 27)<br />
Origination and reversal of taxes on temporary differences and on tax loss carry forwards (2,423) 1,931<br />
Effect of changes in the tax rate on temporary differences (0) 980<br />
Utilization of non-recognized tax loss carry-forwards (75) (372)<br />
Total deferred income taxes (2,498) 2,539<br />
Total income tax expenses 28,275 41,169<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
101<br />
Management decided to calculate the applicable standard tax rate as in the previous year based on the standard tax rate in its Basel headquarters’<br />
domicile.<br />
The Group’s effective tax rate can be reconciled to the Group’s average expected tax rate as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
(Loss)/profit before income tax (41,910) 168,582<br />
Tax at the applicable tax rate of 22.48 % (2011: 23.37 %) (9,421) 39,398<br />
Effect of differing national tax rates 5,448 (17,375)<br />
Utilization of not yet recognized tax loss carry-forwards (75) (372)<br />
Recognition of deferred tax assets from previous periods 0 (2,835)<br />
Not yet recognized tax loss carry-forwards 28,365 13,510<br />
Adjustment of previous year tax provision 252 1,566<br />
Effect of changes in the tax rate on temporary differences (70) 980<br />
Withholding tax on dividends received 2,657 3,339<br />
Expenses not deductible for tax purposes and non-taxable income 690 1,840<br />
Miscellaneous 429 1,118<br />
Actual tax charge 28,275 41,169<br />
The following table shows the reconciliation for <strong>2012</strong> in percent:<br />
<strong>2012</strong> 2011<br />
Tax at the applicable tax rate of 22.48 % (2011: 23.37 %) 22.48 % 23.37 %<br />
Effect of differing national tax rates 13.00 % (10.31 %)<br />
Utilization of not yet recognized tax loss carry-forwards (0.18 %) (0.22 %)<br />
Recognition of deferred tax assets from previous periods 0.00 % (1.68 %)<br />
Not yet recognized tax loss carry-forwards 67.68 % 8.01 %<br />
Adjustment of previous year tax provision 0.60 % 0.93 %<br />
Effect of changes in the tax rate on temporary differences (0.17 %) 0.58 %<br />
Withholding tax on dividends received 6.34 % 1.98 %<br />
Expenses not deductible for tax purposes and non-taxable income 1.65 % 1.09 %<br />
Miscellaneous 1.02 % 0.66 %<br />
Actual tax charge 67.47 % 24.42 %<br />
Income tax recognized in the consolidated statement of comprehensive income:<br />
<strong>2012</strong> 2011<br />
in thousand CHF<br />
Before tax<br />
Tax benefit<br />
(expense) Net of tax Before tax<br />
Tax benefit<br />
(expense)<br />
Net of tax<br />
Translation and exchange differences (2,773) (2,773) (11,238) 0 (11,238)<br />
Available-for-sale financial assets (478) (478) 3,994 0 3,994<br />
Other taxes directly recognized in equity 0 (130) (130) 0 (123) (123)<br />
Actuarial gains/(losses)<br />
on defined benefit plans (1,563) 1,111 (452) (22,134) 5,419 (16,715)<br />
Total (4,816) 981 (3,835) (29,378) 5,296 (24,082)<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
102 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
13 Earnings per share<br />
Basic earnings per share<br />
Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average<br />
number of ordinary shares outstanding (total shares less treasury shares) during the period.<br />
in thousand CHF <strong>2012</strong> 2011<br />
Consolidated (loss)/profit attributable to owners of the parent (70,456) 126,294<br />
Weighted average number of ordinary shares outstanding 23,638 23,639<br />
Basic earnings per share (in CHF) (2.98) 5.34<br />
Diluted earnings per share<br />
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all<br />
dilutive potential ordinary shares. The Group only has share options outstanding that can be categorized as dilutive potential ordinary shares.<br />
For the share options, a calculation is made to determine the number of shares that could have been acquired at fair value based on the monetary<br />
value of the subscription rights attached to outstanding share options. The number of shares calculated as above is com pared with the<br />
number of shares that would have been issued assuming the exercise of the share options.<br />
in thousand CHF <strong>2012</strong> 2011<br />
Consolidated (loss)/profit attributable to owners of the parent (70,456) 126,294<br />
Weighted average number of ordinary shares outstanding 23,638 23,639<br />
Adjustments for share options 10 17<br />
Adjustments for share ownership program 18 20<br />
Weighted average number of ordinary shares for diluted earnings per share 23,666 23,676<br />
Diluted earnings per share (in CHF) (2.98) 5.33<br />
At December 31, <strong>2012</strong>, 66,884 options (2011: 103,125 options) were excluded from the diluted weighted average number of ordinary shares<br />
calculation as their effect would have been anti dilutive.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
103<br />
14 Property, plant and equipment<br />
During the period under review, the Group acquired mainly machinery and equipment.<br />
<strong>2012</strong> (in thousand CHF)<br />
Land and<br />
buildings<br />
Machinery<br />
and<br />
equipment<br />
Vehicles<br />
Construction<br />
in progress<br />
Total<br />
Acquisition costs<br />
Balance on January 1 134,660 230,286 36,309 37 401,292<br />
Translation differences (1,009) (2,005) (442) 0 (3,456)<br />
Additions 12,189 32,121 3,394 2,290 49,994<br />
Disposals (1,519) (22,545) (904) 0 (24,968)<br />
Reclassifications 187 222 (409) 0 0<br />
Balance on December 31 144,508 238,079 37,948 2,327 422,862<br />
Accumulated depreciation<br />
Balance on January 1 74,592 184,967 28,553 0 288,112<br />
Translation differences (649) (1,752) (432) 0 (2,833)<br />
Additions 7,132 21,121 2,898 0 31,151<br />
Disposals (1,409) (21,655) (713) 0 (23,777)<br />
Reclassifications 187 222 (409) 0 0<br />
Balance on December 31 79,853 182,903 29,897 0 292,653<br />
Net book value on January 1 60,068 45,319 7,756 37 113,180<br />
Net book value on December 31 64,655 55,176 8,051 2,327 130,209<br />
Of which net book value of assets<br />
acquired under finance leases 2,101 36 838 230 3,205<br />
2011 (in thousand CHF)<br />
Land and<br />
buildings<br />
Machinery<br />
and<br />
equipment<br />
Vehicles<br />
Construction<br />
in progress<br />
Total<br />
Acquisition costs<br />
Balance on January 1 130,222 215,619 39,669 5 385,515<br />
Translation differences (1,962) (4,008) (326) 0 (6,296)<br />
Acquisition of subsidiaries, net of cash acquired 39 258 147 0 444<br />
Additions 8,874 20,902 1,512 37 31,325<br />
Disposals (2,518) (2,485) (4,693) 0 (9,696)<br />
Reclassifications 5 0 0 (5) 0<br />
Balance on December 31 134,660 230,286 36,309 37 401,292<br />
Accumulated depreciation<br />
Balance on January 1 70,694 170,418 30,570 0 271,682<br />
Translation differences (894) (2,926) (277) 0 (4,097)<br />
Additions 6,344 19,280 2,860 0 28,484<br />
Disposals (1,552) (1,805) (4,600) 0 (7,957)<br />
Balance on December 31 74,592 184,967 28,553 0 288,112<br />
Net book value on January 1 59,528 45,201 9,099 5 113,833<br />
Net book value on December 31 60,068 45,319 7,756 37 113,180<br />
Of which net book value of assets<br />
acquired under finance leases 245 51 1,138 0 1,434<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
104 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
15 Intangible assets<br />
<strong>2012</strong> (in thousand CHF) Goodwill Software<br />
Brands/<br />
Customer<br />
lists<br />
Other<br />
intangible<br />
assets<br />
Total<br />
Acquisition costs<br />
Balance on January 1 82,717 88,919 37,518 708 209,862<br />
Translation differences 1,009 (630) 1,521 (16) 1,884<br />
Additions 0 33,900 0 260 34,160<br />
Disposals 0 (2,045) 0 (15) (2,060)<br />
Balance on December 31 83,726 120,144 39,039 937 243,846<br />
Accumulated amortization and impairment losses<br />
Balance on January 1 1,338 44,878 21,290 613 68,119<br />
Translation differences 553 (557) 948 (20) 924<br />
Additions (including impairment losses) 18,034 9,671 14,848 175 42,728<br />
Disposals 0 (2,045) 0 (15) (2,060)<br />
Balance on December 31 19,925 51,947 37,086 753 109,711<br />
Net book value on January 1 81,379 44,041 16,228 95 141,743<br />
Net book value on December 31 63,801 68,197 1,953 184 134,135<br />
2011 (in thousand CHF) Goodwill Software<br />
Brands/<br />
Customer<br />
lists<br />
Other<br />
intangible<br />
assets<br />
Total<br />
Acquisition costs<br />
Balance on January 1 44,549 72,724 22,763 656 140,692<br />
Translation differences (2,701) (901) (1,172) (54) (4,828)<br />
Acquisition of subsidiaries, net of cash acquired 40,869 0 15,927 0 56,796<br />
Additions 0 19,731 0 106 19,837<br />
Disposals 0 (2,635) 0 0 (2,635)<br />
Balance on December 31 82,717 88,919 37,518 708 209,862<br />
Accumulated amortization and impairment losses<br />
Balance on January 1 1,598 41,499 18,891 613 62,601<br />
Translation differences (260) (670) (250) (50) (1,230)<br />
Additions 0 6,684 2,649 50 9,383<br />
Disposals 0 (2,635) 0 0 (2,635)<br />
Balance on December 31 1,338 44,878 21,290 613 68,119<br />
Net book value on January 1 42,951 31,225 3,872 43 78,091<br />
Net book value on December 31 81,379 44,041 16,228 95 141,743<br />
The net book value of software is comprised of accumulated, internally generated, capitalized software development costs of CHF 47.2 million<br />
(2011: CHF 33.4 million). All intangible assets with estimable useful lives are amortized over the period of their respective estimated useful<br />
lives to their estimated residual values, and reviewed for impairment. Due to the loss of a major customer in Norway, the Group reviewed<br />
the goodwill and customer lists acquired with Norwegian-based Grieg Logistics in 2011. Based on the expected business development in<br />
Norway over the coming years, the Group considers that the intangible assets of its Norwegian operations have to be partially written off.<br />
In the period under review the Group recognized an impairment charge of CHF 11.6 million on the customer lists acquired and a goodwill<br />
impairment charge of CHF 18.0 million (2011: none).<br />
Impairment test for goodwill<br />
Goodwill is allocated to the Group’s cash-generating units (CGUs) identified according to the country of operation. The recoverable amount of<br />
a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets ap proved<br />
by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated<br />
below. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
105<br />
A summary of the goodwill allocation per CGU is presented below:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Air Freight division (CGU Airfreight) 31,151 31,151<br />
Grampian International Freight Aberdeen & Beverwijk (CGU Grampian) 6,492 6,393<br />
<strong>Panalpina</strong> World Transport (Singapore) Pte. Ltd. (CGU Janco) 4,104 3,981<br />
<strong>Panalpina</strong> World Transport (Pty) Ltd. (CGU Australia) 3,584 3,606<br />
Grieg Logistics AS (CGU Norway) 18,470 36,248<br />
Total goodwill 63,801 81,379<br />
The following key assumptions have been used for the value-in-use calculations of each CGU:<br />
<strong>2012</strong><br />
CGU<br />
Norway<br />
CGU<br />
Australia<br />
CGU<br />
Airfreight<br />
CGU<br />
Grampian<br />
CGU<br />
Janco<br />
Growth rate 1 10.38 % 5.30 % 3.25 % 5.31 % 4.00 %<br />
Operating expenses in % of forwarding revenues 2 99.00 % 99.40 % 98.03 % 91.63 % 97.46 %<br />
WACC 3 7.76 % 11.32 % 8.15 % 9.72 % 8.59 %<br />
2011<br />
CGU<br />
Norway<br />
CGU<br />
Australia<br />
CGU<br />
Airfreight<br />
CGU<br />
Grampian<br />
CGU<br />
Janco<br />
Growth rate 1 9.25 % 6.75 % 3.50 % 7.25 % 4.50 %<br />
Operating expenses in % of forwarding revenues 2 97.62 % 98.73 % 98.19 % 99.83 % 98.73 %<br />
WACC 3 7.57 % 11.18 % 6.65 % 8.08 % 6.85 %<br />
1<br />
Weighted average growth rate used to extrapolate cash flows beyond the one year budgeting period<br />
2<br />
Budgeted operating expenses in % of forwarding revenues<br />
3<br />
Pre-tax discount rate applied to the cash flow projections<br />
The management determined budgeted growth rates based on past performance and its expectations of market development. The operating<br />
expenses, as a percentage of forwarding revenues, are consistent with the forecasts and past experience. The weighted average<br />
cost of capital (WACC) used are pre-tax and reflect specific risks relating to the relevant CGUs. For the impairment testing procedure the<br />
planning assumptions of prior years were critically reviewed. The impairment testing procedure assumes that the CGU would achieve sales<br />
growth at market growth for the planning period. It was also assumed that the percentage of operating expenses as a percentage of forwarding<br />
revenue will remain stable.<br />
For the CGU Norway a decrease in the assumptions of the growth rate of the gross profit by yearly 5 percentage points would cause the<br />
carrying value of goodwill to exceed the recoverable amount to CHF 10.4 million. The same applies for CGU Australia for which a change in<br />
the assumptions of the growth rate of the gross profit (1.2 percentage points) or the WACC (0.9 percentage points) would also cause the<br />
carrying value of goodwill to exceed the recoverable amount.<br />
For other CGUs the carrying value of goodwill would only exceed the recoverable amount if following changes in the key assumptions gross<br />
profit growth or WACC would occur:<br />
CGU Airfreight<br />
Gross profit growth rate<br />
WACC<br />
CGU Janco<br />
Gross profit growth rate<br />
WACC<br />
CGU Grampian<br />
Gross profit growth rate<br />
WACC<br />
CGU Australia<br />
Gross profit growth rate<br />
WACC<br />
CGU Norway<br />
Gross profit growth rate<br />
WACC<br />
– 47.9 percentage points<br />
+ 34.0 percentage points<br />
– 56.0 percentage points<br />
+ 16.5 percentage points<br />
– 17.0 percentage points<br />
+ 9.4 percentage points<br />
– 1.2 percentage points<br />
+ 0.9 percentage points<br />
– 0.0 percentage points<br />
+ 0.0 percentage points<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
106 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
16 Investments<br />
in thousand CHF <strong>2012</strong> 2011<br />
Available-for-sale investments 2,025 19,670<br />
Fair value through profit or loss investments 8,574 775<br />
Loans receivable 213 311<br />
Long-term receivables 15,857 47,975<br />
Other 4,967 3,525<br />
Total investments 31,636 72,256<br />
Long-term receivables primarily include rental and guarantee deposits of CHF 15.9 million (2011: CHF 13.7 million).<br />
Available-for-sale investments – unquoted equity shares<br />
in thousand CHF <strong>2012</strong> 2011<br />
Balance on January 1 19,670 15,625<br />
Translation differences 115 (13)<br />
Additions 94 69<br />
Disposals (17,840) (5)<br />
Fair value adjustments recognized in statement of comprehensive income (14) 3,994<br />
Balance on December 31 2,025 19,670<br />
Less: non-current portion 2,025 19,670<br />
Current portion 0 0<br />
In <strong>2012</strong>, disposals include an amount of CHF 464 thousand which has been recycled from comprehensive income to the income statement<br />
due to the sale of Luxair SA shares.<br />
Fair value through profit or loss investments<br />
in thousand CHF <strong>2012</strong> 2011<br />
Balance on January 1 775 816<br />
Translation differences (3) (12)<br />
Additions 9,180 0<br />
Disposals (206) (7)<br />
Fair value adjustments recognized in profit or loss (1,172) (22)<br />
Balance on December 31 8,574 775<br />
Less: non-current portion 8,574 775<br />
Current portion 0 0<br />
17<br />
Group risk management<br />
In the field of risk management, the Audit Committee approves the detailed and weighted risk map of the Executive Board. It adopts the<br />
necessary measures for risk control and risk mitigation and reports the respective outcome to the Board of Directors on an annual basis. The<br />
risk map itself covers any strategic, financial, operational, legal and compliance risks that could significantly impact the Company’s ability<br />
to achieve its business goals and financial targets. Identified risks are weighted and prioritized by the Executive Board according to their significance<br />
and likelihood of occurrence. For each risk, specific risk-mitigation measures – including their current status – are defined and<br />
responsibilities are allocated. The risk map, which is compiled by the Risk Review Committee, chaired by the Corporate Secretary, for review<br />
by the Executive Board and the Audit Committee and subsequently approved by the Audit Committee, contains risks iden tified and assessed<br />
by the respective corporate functions, selected country management, Corporate Audit and the Group auditors. The annual risk map also features<br />
risks which have increased or decreased in the course of the reporting year. Financial risk management specifically is described in further<br />
detail below.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
107<br />
18 Financial risk management<br />
The Group’s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose<br />
of these financial liabilities is to raise funds for Group operations. The Group has trade and other receivables, loans, cash, short- and longterm<br />
deposits that arise directly from its operations. The Group also holds available-for-sale investments and enters into derivative transactions.<br />
The Group is exposed to market risk, credit risk, liquidity risk and capital risk. The Group’s senior management oversees the management of<br />
these risks. It is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework<br />
for the Group. The financial risk committee provides assurance to the Group’s senior management that the Group’s financial risk-taking<br />
activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance<br />
with Group policies and Group risk appetite. All derivative activities for risk management purposes are carried out by specialist teams<br />
that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes<br />
shall be undertaken.<br />
The Board of Directors reviews and agrees on policies for managing each of these risks, which are summarized below.<br />
Financial risk factors<br />
Carrying amount and fair value of financial assets by asset classes<br />
<strong>2012</strong> (in thousand CHF) Cash<br />
Availablefor-sale<br />
Fair value<br />
through<br />
profit or<br />
loss held<br />
for trading<br />
Loans<br />
and<br />
receivables<br />
Carrying<br />
amount<br />
Total<br />
(fair value)<br />
Trade receivables and other receivables 1,044,487 1,044,487 1,044,487<br />
Unbilled forwarding services 85,227 85,227 85,227<br />
Accrued interest income 18 18 18<br />
Cash and cash equivalents 1,081 391,980 393,061 393,061<br />
Derivative financial instruments 2,948 2,948 2,948<br />
Investments:<br />
Bonds and debentures 398 398 398<br />
Shares 2,025 8,176 10,201 10,201<br />
Third-party loans 237 237 237<br />
Rental and guarantee deposits 15,857 15,857 15,857<br />
Other 4,967 4,967 4,967<br />
Total on December 31, <strong>2012</strong> 1,081 2,025 11,522 1,542,773 1,557,401 1,557,401<br />
<strong>2012</strong> (in thousand CHF)<br />
Financial<br />
liabilities at<br />
fair value<br />
through<br />
profit or<br />
loss<br />
Financial<br />
liabilities<br />
measured<br />
at amortized<br />
cost<br />
Carrying<br />
amount<br />
Total<br />
(fair value)<br />
Payables and accruals 922,510 922,510 922,510<br />
Borrowings 1,395 1,395 1,395<br />
Finance lease liabilities 473 473 473<br />
Derivative financial instruments 1,256 1,256 1,256<br />
Provisions and other liabilities 124,479 124,479 124,479<br />
Total on December 31, <strong>2012</strong> 1,256 1,048,857 1,050,113 1,050,113<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
108 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
2011 (in thousand CHF) Cash<br />
Availablefor-sale<br />
Fair value<br />
through<br />
profit or<br />
loss held<br />
for trading<br />
Loans<br />
and<br />
receivables<br />
Carrying<br />
amount<br />
Total<br />
(fair value)<br />
Trade receivables and other receivables 1,002,163 1,002,163 1,002,163<br />
Unbilled forwarding services 77,346 77,346 77,346<br />
Accrued interest income 757 757 757<br />
Cash and cash equivalents 1,693 571,886 573,579 573,579<br />
Other current financial assets 20,000 20,000 20,000<br />
Derivative financial instruments 5,504 5,504 5,504<br />
Investments:<br />
Bonds and debentures 171 171 171<br />
Shares 19,670 379 20,049 20,049<br />
Other investments 225 225 225<br />
Third-party loans 373 373 373<br />
Rental and guarantee deposits 47,975 47,975 47,975<br />
Other 3,525 3,525 3,525<br />
Total on December 31, 2011 1,693 19,670 6,279 1,724,025 1,751,667 1,751,667<br />
2011 (in thousand CHF)<br />
Financial<br />
liabilities at<br />
fair value<br />
through<br />
profit or<br />
loss<br />
Financial<br />
liabilities<br />
measured<br />
at amortized<br />
cost<br />
Carrying<br />
amount<br />
Total<br />
(fair value)<br />
Payables and accruals 915,529 915,529 915,529<br />
Borrowings 6,921 6,921 6,921<br />
Finance lease liabilities 606 606 606<br />
Derivative financial instruments 4,648 4,648 4,648<br />
Provisions and other liabilities 50,852 50,852 50,852<br />
Total on December 31, 2011 4,648 973,908 978,556 978,556<br />
Fair value hierarchy<br />
The table below analyzes financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:<br />
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities<br />
• Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (ie, as prices)<br />
or indirectly (ie, derived from prices)<br />
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
109<br />
<strong>2012</strong> (in thousand CHF) Level 1 Level 2 Level 3 Total<br />
Available-for-sale financial assets 0 1,885 0 1,885<br />
Financial assets at fair value through profit or loss held for trading 8,574 0 0 8,574<br />
Derivative financial assets 0 2,948 0 2,948<br />
Available-for-sale financial assets at cost 140<br />
Total 13,547<br />
Derivative financial liabilities 0 1,256 0 1,256<br />
Total 1,256<br />
2011 (in thousand CHF) Level 1 Level 2 Level 3 Total<br />
Available-for-sale financial assets 0 1,715 17,640 19,355<br />
Financial assets at fair value through profit or loss held for trading 663 112 0 775<br />
Derivative financial assets 0 5,504 0 5,504<br />
Available-for-sale financial assets at cost 315<br />
Total 25,949<br />
Derivative financial liabilities 0 4,648 0 4,648<br />
Total 4,648<br />
The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date.<br />
A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing<br />
service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. The<br />
quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.<br />
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by<br />
using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely, as little as<br />
possible, on entity-specific estimates. If all significant inputs required to fair-value an instrument are observable, the instrument is included in<br />
level 2.<br />
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.<br />
The Group used the discounted cash flow method to determine the fair value of level 3 financial instruments.<br />
The following table presents the changes in level 3 instruments for the year ended December 31, <strong>2012</strong>:<br />
in thousand CHF<br />
Availablefor-sale<br />
financial assets<br />
Total<br />
Balance on January 1 17,640 17,640<br />
Sale of availiable-for-sale financial assets (18,104) (18,104)<br />
Fair value adjustments recognized in income statement 464 464<br />
Balance on December 31 0 0<br />
Total gains or losses for the period included in the statement of comprehensive income for assets held<br />
at the end of the reporting period 0 0<br />
In <strong>2012</strong>, CHF 464 thousand have been recycled from comprehensive income to the income statement due to the sale of Luxair SA shares.<br />
Neither in <strong>2012</strong> nor in 2011 did the Group transfer financial instruments into another level.<br />
Market risk<br />
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market price. Market<br />
prices entail three types of risk: foreign currency risk, interest rate risk and other price risk such as equity risk.<br />
The Group’s activities expose it primarily to financial risk due to changes in foreign currency exchange rates.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
110 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Foreign currency risk<br />
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily in regard to<br />
the US dollar, the Euro and the Hong Kong dollar. Foreign exchange risk arises from future commercial transactions, recognized assets and<br />
liabilities as well as net investments in foreign operations.<br />
Management has set up a policy to require Group companies to manage their foreign exchange risk against their functional currency. The<br />
Group companies are required to hedge their entire foreign exchange risk exposure with the Group Treasury, if possible. To manage foreign<br />
exchange risks arising from future commercial transactions or recognized assets and liabilities, entities in the Group use forward contracts. Foreign<br />
exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that is<br />
not the Group entity’s functional currency. The Group Treasury is responsible for managing the net position using external derivative contracts.<br />
For segment reporting purposes, each subsidiary designates contracts with the Group Treasury as fair value hedges. External foreign<br />
exchange contracts are designated at the Group level as hedges of foreign exchange risk on specific assets and liabilities on a gross<br />
basis.<br />
At December 31, <strong>2012</strong>, the Group’s net foreign currency risk exposure amounted to CHF 161.9 million (2011: CHF 9.4 million). The following<br />
table demonstrates the sensitivity to a reasonable possible change of 10 % in the USD, EUR and HKD exchange rate, with all other<br />
variables held constant, of the Group’s profit before income tax (due to changes in the fair value of monetary assets and liabilities).<br />
Profit before income tax<br />
Effect in thousand CHF <strong>2012</strong> 2011<br />
US dollar 23,871 (105)<br />
Euro (5,211) (1,648)<br />
Hong Kong dollar (3,398) (947)<br />
Total effect 15,262 (2,700)<br />
The movement in the pre-tax effect results from the change in the fair value of derivative financial instruments not designated in a hedging<br />
relationship and monetary assets and liabilities denominated in USD, EUR and HKD, in which the functional currency of the entity is a cur rency<br />
other than USD, EUR or HKD. Although the derivatives have not been designated in a hedge relationship, they act as a commercial hedge<br />
and will offset the underlying transactions should they occur. If the exchange rates of all currencies changed by 10 %, the total maximum net<br />
effect would amount to CHF 16.2 million (2011: CHF – 0.9 million).<br />
Interest rate risk<br />
The Group has a clear funding policy that prohibits affiliates from borrowing in foreign currency and has a clear preference for intragroup<br />
financing. Affiliates are also required to repatriate their excess cash. Liquidity is mainly managed at the corporate level by using money market<br />
products. Derivative instruments are used to manage the duration of financial instruments in a prudent manner.<br />
As the Group generally has no significant interest-bearing liabilities, and given their short-term nature, the Group has a limited exposure to interest<br />
rate risk. Consequently the Group’s expense and operating cash flows are substantially independent of changes in market interest rates.<br />
Credit risk<br />
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial<br />
loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities,<br />
including deposits with banks and other financial institutions, foreign exchange transactions and other financial instruments.<br />
Credit risk related to trade receivables<br />
Customer credit is managed by each business unit and subject to the Group’s established policy, procedures and control relating to customer<br />
credit risk management. Credit limits are established for all customers based on external ratings or, if not available, according to<br />
internal rating criteria. The customer’s credit quality is assessed based on an extensive credit rating scorecard. Outstanding customer<br />
receivables are regularly monitored. The objective of the management of trade receivables is to sustain the growth and profitability of the<br />
Group by optimizing asset utilization while maintaining risks at an acceptable level. There is no significant concentration of counterparty credit<br />
risk due to the Group’s large number of customers and their wide geographical spread. Risk limits and exposures are continuously monitored<br />
by country and by the nature of counterparties. Additionally, the Group obtains credit insurance and similar enhancements when appropriate<br />
to protect the collection of trade receivables.<br />
Credit risk related to financial instruments and cash deposit<br />
Credit risk from balances with banks and financial institutions is managed by the Group Treasury in accordance with the Group’s policy.<br />
Investments of surplus funds are made only with approved counterparties and with credit limits assigned to each counterparty with a minimum<br />
rating of A. Counterparty credit limits are reviewed by senior management on a regular basis. The limits are set to minimize the<br />
concentra tion of risks and therefore mitigate financial loss through potential counterparty failure.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
111<br />
The table below shows the Group’s maximum exposure to credit risk:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Cash and cash equivalents (without cash in hand) 391,980 571,886<br />
Derivative financial instruments 2,948 5,504<br />
Trade receivables and other receivables 1,169,404 1,106,317<br />
Loans and other financial assets 29,635 49,123<br />
Total financial assets shown in statement of financial position subject to credit risk 1,593,967 1,732,830<br />
Guarantees 537,605 242,045<br />
Total credit risk 2,131,572 1,974,875<br />
Liquidity risk<br />
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The Group’s approach to<br />
managing liquidity is to ensure, to the extent possible, that it will always have sufficient liquidity to meet its liabilities when due, under both<br />
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.<br />
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of overdrafts, bank loans,<br />
de bentures, finance leases and hire purchase contracts. The Group’s liquidity is reported to the management on a monthly basis.<br />
To secure liquidity, the Group holds a net cash position of CHF 391.2 million (2011: CHF 586.1 million) and credit lines with various finan cial<br />
institutions totaling CHF 621.5 million (2011: CHF 515.9 million). Of this total, CHF 201.7 million (2011: CHF 179.8 million) is allocated to<br />
bank guarantees and foreign exchange lines.<br />
The table below summarizes the maturity profile of the Group’s financial liabilities on December 31, <strong>2012</strong>/2011 based on contractual<br />
un discounted payments.<br />
<strong>2012</strong> (in thousand CHF)<br />
between<br />
1 and 3 months<br />
between<br />
3 months and<br />
1 year<br />
between<br />
1 and 5 years<br />
Total remaining<br />
contractual<br />
payments<br />
Borrowings (note 25) 1,442 169 257 1,868<br />
Trade and other payables 465,441 188,941 0 654,382<br />
Accruals 214,641 52,409 0 267,050<br />
Other liabilities 6,656 26,569 0 33,225<br />
Foreign exchange contracts<br />
Cash inflow 314,945 9,854 0 324,799<br />
Cash outflow (162,728) (5,496) 0 (168,224)<br />
Total 840,397 272,446 257 1,113,100<br />
2011 (in thousand CHF)<br />
between<br />
1 and 3 months<br />
between<br />
3 months and<br />
1 year<br />
between<br />
1 and 5 years<br />
Total remaining<br />
contractual<br />
payments<br />
Borrowings (note 25) 2,838 4,457 232 7,527<br />
Trade and other payables 633,436 29,545 0 662,981<br />
Accruals 223,462 29,086 0 252,548<br />
Provisions and other liabilities 21,193 8,051 0 29,244<br />
Foreign exchange contracts<br />
Cash inflow (800,997) (15,204) (6,115) (822,316)<br />
Cash outflow 765,705 15,558 5,723 786,986<br />
Total 845,637 71,493 (160) 916,970<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
112 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Capital risk management<br />
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern so as to provide returns for<br />
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.<br />
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to<br />
shareholders, issue new shares or sell assets to reduce debts.<br />
Capital is monitored on the basis of the equity ratio, which is calculated as equity (including non-controlling interests) as a percentage of total<br />
assets. This is reported to the management as part of the Group’s regular internal management reporting.<br />
The Group’s capital and equity ratio is shown in the table below:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Capital and reserves attributable to <strong>Panalpina</strong> shareholders 740,578 905,808<br />
Equity attributable to non-controlling interests 9,241 9,082<br />
Total equity 749,819 914,890<br />
Total assets 1,957,055 2,135,322<br />
Equity ratio 38.3% 42.8%<br />
The Group is not subject to regulatory capital adequacy requirements.<br />
19<br />
Other receivables and other current assets<br />
in thousand CHF <strong>2012</strong> 2011<br />
Taxes (VAT, withholding tax) 50,651 41,949<br />
Accrued income 3,288 6,092<br />
Accrued interest income 18 757<br />
Personnel advances 2,506 1,405<br />
Social security and payroll taxes 20 0<br />
Prepaid rent expenses 4,983 5,371<br />
Prepaid communication and IT expenses 3,370 3,325<br />
Supplier rebates 10,612 16,912<br />
Short-term loans 880 847<br />
Others 4,724 8,339<br />
Total other receivables and other current assets 81,052 84,997<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
113<br />
20 Trade receivables<br />
in thousand CHF <strong>2012</strong> 2011<br />
Commercial clients 1,041,681 990,839<br />
Agents 17,162 17,684<br />
Total trade receivables (gross values) 1,058,843 1,008,523<br />
Individual allowance (219) (282)<br />
Overall allowance (25,629) (23,837)<br />
Total trade receivables (net) 1,032,995 984,404<br />
Europe, Middle East, Africa, CIS 489,763 479,358<br />
thereof European Union 197,299 380,646<br />
thereof Switzerland 40,313 42,185<br />
Americas 360,312 335,168<br />
Asia Pacific 182,920 169,878<br />
Total trade receivables (net) 1,032,995 984,404<br />
There is no concentration of credit risk with regard to trade receivables as the Group has a large number of customers that are dispersed<br />
internationally.<br />
Provisions for impaired trade receivables are collectively assessed and represent the impairment that has been incurred but not identified.<br />
<strong>Panalpina</strong> establishes its provisions for doubtful trade receivables based on its historical loss experiences. Significant financial difficulties of the<br />
debtor are individually impaired. The maximum exposure to credit risk on the reporting date is the carrying amount of net trade receivables<br />
mentioned above. Based on past experience, the Group does not anticipate writing off not-past-due nor unprovided trade receivables. The<br />
creation and usage of provisions for impaired trade receivables have been included in other operating expenses in the income statement.<br />
The following table summarizes the movement in the provision for impairment of trade receivables:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Balance as of January 1 24,119 27,313<br />
Receivables written off during the year as uncollectible (5,550) (7,470)<br />
Changes in provision for doubtful accounts 7,279 4,276<br />
Balance as of December 31 25,848 24,119<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
114 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
The following table provides details about the aging of trade receivables that are not overdue as the payment terms specified in the terms and<br />
conditions established with <strong>Panalpina</strong> customers have not been exceeded, as well as an analysis of overdue amounts and related provisions<br />
for doubtful trade receivables:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Commercial clients 1,041,681 990,839<br />
Agents 17,162 17,684<br />
Total trade receivables (gross values) 1,058,843 1,008,523<br />
Allowance for bad debt (25,848) (24,119)<br />
Total trade receivables (net) 1,032,995 984,404<br />
of which:<br />
Not overdue 745,579 734,894<br />
Past due not more than 30 days 201,118 182,956<br />
Past due more than 30 days up to 180 days 102,776 83,667<br />
Past due more than 180 days up to 360 days 16,525 12,932<br />
Past due more than 360 days 6,903 10,137<br />
Prepayment (14,058) (16,063)<br />
Total trade receivables (gross) 1,058,843 1,008,523<br />
Allowance for bad debt (25,848) (24,119)<br />
Total trade receivables (net) 1,032,995 984,404<br />
21<br />
Derivative financial instruments<br />
Contract value<br />
Positive<br />
replacement value<br />
Negative<br />
replacement value<br />
in thousand CHF <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Forward foreign exchange contracts 492,876 728,316 2,948 5,504 (1,256) (4,648)<br />
Forward trading hedges 492,876 728,316 2,948 5,504 (1,256) (4,648)<br />
Contract value<br />
Positive<br />
replacement value<br />
Negative<br />
replacement value<br />
in thousand CHF <strong>2012</strong> 2011 <strong>2012</strong> 2011 <strong>2012</strong> 2011<br />
Terms of the forward foreign<br />
exchange contracts 492,876 728,316 2,948 5,504 (1,256) (4,648)<br />
0 – 3 months 492,876 675,587 2,948 4,540 (1,256) (3,945)<br />
4 – 12 months 0 46,614 0 505 0 (703)<br />
13 – 18 months 0 6,115 0 459 0 0<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
115<br />
Derivative financial instruments are spread over the following currencies:<br />
Forward foreign<br />
exchange contracts<br />
in thousand CHF <strong>2012</strong> 2011<br />
EUR 290,009 214,650<br />
HKD 45,242 7,511<br />
CNY 36,810 0<br />
USD 21,286 443,673<br />
CHF 19,950 520<br />
MXN 19,024 2,353<br />
SGD 8,972 24,222<br />
MYR 6,875 0<br />
BRL 6,230 0<br />
TWD 6,179 0<br />
KRW 5,774 0<br />
VND 4,161 0<br />
JPY 3,984 0<br />
CAD 3,293 6,452<br />
SEK 3,098 2,261<br />
CZK 2,594 6,456<br />
ZAR 1,776 0<br />
PEN 1,513 0<br />
UYU 1,019 0<br />
GBP 0 10,618<br />
NZD 0 4,725<br />
NOK 0 2,342<br />
Other 5,087 2,533<br />
Total 492,876 728,316<br />
22<br />
Cash and cash equivalents<br />
in thousand CHF <strong>2012</strong> 2011<br />
Cash on hand 1,081 1,693<br />
Cash at bank 391,252 569,983<br />
Checks and bills of exchange in transit 728 1,903<br />
Total cash and cash equivalents 393,061 573,579<br />
Net cash (debt) is comprised as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Cash and cash equivalents 393,061 573,579<br />
Other current financial assets 0 20,000<br />
Short-term borrowings (1,611) (7,296)<br />
Long-term borrowings (257) (231)<br />
Net cash 391,193 586,052<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
116 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
23 Share capital and treasury shares<br />
in thousand CHF<br />
Outstanding<br />
number of shares<br />
(numbers)<br />
Ordinary<br />
shares<br />
Treasury<br />
shares<br />
Total<br />
Balance on January 1, <strong>2012</strong> 23,631,908 50,000 (197,278) (147,278)<br />
Capital repayment 0 (45,125) 199 (44,926)<br />
Treasury shares<br />
Purchased (42,000) 0 (3,981) (3,981)<br />
Sold under employee share plan 17,578 0 1,787 1,787<br />
Sold under employee option plan 26,238 0 2,679 2,679<br />
Bonus settled with own shares 15,878 0 1,615 1,615<br />
Annihilation of shares repurchased 0 (2,500) 184,961 182,461<br />
Balance on December 31, <strong>2012</strong> 23,649,602 2,375 (10,018) (7,643)<br />
The share capital is presented by 23,750,000 issued shares of CHF 0.10 par value (2011: 25 million of CHF 2.00 par value), fully paid in.<br />
On December 31, <strong>2012</strong>, the number of outstanding shares amounted to 23,649,602 shares (2011: 23,631,908) and the number of treas ury<br />
shares to 100,398 (2011: 1,368,092). Treasury shares have been deducted from equity attributable to owners of the parent. All shares<br />
issued by the Company were fully paid in.<br />
The Shareholders’ Meeting held on May 8, <strong>2012</strong> approved a dividend of CHF 2.00 per share that will be distributed in respect of the business<br />
year 2011. The total dividend paid in <strong>2012</strong> amounted to CHF 47.2 million (2011: none). In addition to the dividend payment the shareholders<br />
approved the cancellation of the 1,250,000 repurchased shares. This resulted in a total remaining share capital of CHF 47.5 million<br />
(23,750,000 shares). Furthermore, the <strong>Annual</strong> Meeting of Shareholders approved a reduction of the nominal value of the remaining<br />
23,750,000 shares by CHF 1.90 per share. Therefore, the share capital further decreased by CHF 45.125 million to CHF 2.375 million.<br />
The Shareholders’ Meeting also authorized the Board of Directors to create authorized capital to the maximum amount of CHF 0.3 million by<br />
issuing a maximum of 3,000,000 registered shares with a nominal value of CHF 0.10 each at any time until May 10, 2013. The Board of<br />
Directors has not made use of this au thorization. The Company has no conditional share capital.<br />
The amount available for dividend distribution is based on the available distributable retained earnings of <strong>Panalpina</strong> World Transport (Holding)<br />
Ltd. determined in accordance with the legal provisions of the Swiss Code of Obligations. The Board of Directors has proposed dividends<br />
for the fiscal year <strong>2012</strong> of CHF 2.00 per share. This is subject to approval at the <strong>Annual</strong> Meeting of Shareholders on May 15, 2013.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
117<br />
24 Non-controlling interests<br />
in thousand CHF <strong>2012</strong> 2011<br />
Balance on January 1, (net) 9,082 7,890<br />
Translation differences (66) (204)<br />
Interest in profit 271 1,119<br />
Dividend paid (46) (46)<br />
Acquisition Grieg 0 279<br />
Capital increase <strong>Panalpina</strong> Vietnam 0 44<br />
Total net non-controlling interests 9,241 9,082<br />
In 2011, non-controlling interest increased by CHF 44 thousand due to the capital increase of <strong>Panalpina</strong> World Transport (Vietnam) Company<br />
Ltd. In addition, the Grieg acquisition included non-controlling interests of CHF 279 thousand for the participation in Grieg Triangle<br />
Logistics B.V., Netherlands.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
118 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
25 Borrowings<br />
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at<br />
amortized cost. For more information about the Group’s exposure to foreign currency and liquidity risk, see note 18.<br />
in thousand CHF <strong>2012</strong> 2011<br />
Current liabilities<br />
Overdraft 1,395 2,681<br />
Current portion of secured bank loans 0 4,233<br />
Unsecured bank facility 0 4<br />
Current portion of finance lease liabilities 216 378<br />
Total current liabilities 1,611 7,296<br />
Non-current liabilities<br />
Non-current portion of finance lease liabilities 257 228<br />
Other loans 0 3<br />
Total non-current liabilities 257 231<br />
Terms and repayment schedule<br />
<strong>2012</strong> 2011<br />
in thousand CHF<br />
Currency<br />
Nominal<br />
interest rate<br />
Year of<br />
maturity<br />
Carrying<br />
amount<br />
Fair value<br />
Carrying<br />
amount<br />
Fair value<br />
Current liabilities<br />
Secured bank loan USD 2.74% <strong>2012</strong> 0 0 4,233 4,233<br />
Unsecured bank facility COP 8.48% <strong>2012</strong> 0 0 4 4<br />
Total current liabilities 0 0 4,237 4,237<br />
Non-current liabilities<br />
Other loans SGD n / a 2013 0 0 3 3<br />
Total interest-bearing<br />
liabilities 0 0 4,240 4,240<br />
Finance lease liabilities<br />
<strong>2012</strong> 2011<br />
in thousand CHF<br />
Future<br />
minimum<br />
lease<br />
payments<br />
Interest<br />
Present value<br />
of minimum<br />
lease<br />
payments<br />
Future<br />
minimum<br />
lease<br />
payments<br />
Interest<br />
Present value<br />
of minimum<br />
lease<br />
payments<br />
Less than 1 year 222 6 216 429 51 378<br />
Between 1 and 5 years 263 6 257 255 27 228<br />
Total interest-bearing liabilities 485 12 473 684 78 606<br />
The weighted average interest rate of bank borrowings and other financing liabilities is 5.80 % (2011: 3.90 %). The carrying amounts of<br />
short-term bank borrowings approximate their fair value.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
119<br />
The maturity of the Group’s long-term financial debts (excluding lease liabilities) is shown in the following table:<br />
<strong>2012</strong> 2011<br />
in thousand CHF<br />
2013 0 3<br />
Total 0 3<br />
The carrying amounts of the Group’s borrowings are denominated in the following currencies:<br />
in thousand CHF <strong>2012</strong> 2011<br />
EUR 1,393 2,741<br />
PLN 380 250<br />
GBP 34 296<br />
COP 2 4<br />
USD 1 4,179<br />
Others 58 57<br />
Total 1,868 7,527<br />
26<br />
Long-term provisions<br />
<strong>2012</strong> (in thousand CHF)<br />
Employee<br />
benefits<br />
Claims<br />
and other<br />
provisions<br />
Total provisions<br />
Balance on January 1 37,869 47,163 85,032<br />
Translation differences (316) 1,226 910<br />
Addition 6,636 13,154 19,790<br />
Reversal of unused amount (8,637) (4,231) (12,868)<br />
Charged in income statement (2,001) 8,923 6,922<br />
Utilization (1,455) (1,215) (2,670)<br />
Transfers 0 (17,113) (17,113)<br />
Balance on December 31 34,097 38,984 73,081<br />
2011 (in thousand CHF)<br />
Employee<br />
benefits<br />
Claims<br />
and other<br />
provisions<br />
Total provisions<br />
Balance on January 1 34,450 78,129 112,579<br />
Translation differences (587) 14 (573)<br />
Change in scope of consolidation 267 414 681<br />
Addition 8,904 5,086 13,990<br />
Reversal of unused amount (1,948) (14,778) (16,726)<br />
Charged in income statement 6,956 (9,692) (2,736)<br />
Utilization (3,217) (5,106) (8,323)<br />
Transfers 0 (16,596) (16,596)<br />
Balance on December 31 37,869 47,163 85,032<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
120 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Employee provisions mostly relate to certain employee benefit obligations, such as “anniversary” benefits, termination payments and long<br />
service benefits, mainly in Switzerland, Germany, Austria, Italy, France and the USA. The timings of these cash outflows can be reasonably<br />
estimated based on past performance. In addition, employee provisions include the liability of CHF 363 thousand (2011: CHF 2,527<br />
thousand) for the cash-settled compensation plan. Significant provisions are discounted by using the corresponding discount rate applicable<br />
in the respective countries where the obligation occurs.<br />
The balance for claims represents a provision for certain claims brought forward against the Group by customers and forwarding agents.<br />
The balance as of December 31, <strong>2012</strong> is expected to be utilized within the next two to five years. Long-term claims include an additional provision<br />
for probable potential future payments in connection with transport damages of CHF 5.3 million (2011: CHF 1.5 million). In addition CHF<br />
7.7 million was recognized for personnel tax exposure in <strong>2012</strong>. Furthermore, in 2010, a long-term provision in the amount of CHF 38.0 million<br />
was recorded to cover the fines, legal penalties and compliance consultancy fees relating to the settlement of the US Foreign Corrupt Practices<br />
Act (FCPA). In the period under review the current portion of CHF 17.1 million (2011: CHF 16.6 million) has been reclassified to provisions<br />
and other liabilities as it is expected to be utilized within one year. The management determined the provision based on past performance<br />
and its expectation of the funds needed for the future settlement of the claims which are not yet reported (see also note 4 Critical<br />
accounting estimates and judgments).<br />
The current portion of employee provisions and claim provisions are disclosed in note 28.<br />
27<br />
Deferred income taxes<br />
Deferred taxes are related to the following statement of financial position items:<br />
in thousand CHF<br />
Balance<br />
January 1,<br />
2011<br />
Recognized<br />
translation<br />
differences<br />
Recognized<br />
in income<br />
statement<br />
Recognized<br />
in OCI<br />
Balance<br />
December<br />
31,<br />
2011<br />
Recognized<br />
translation<br />
differences<br />
Recognized<br />
in income<br />
statement<br />
Recognized<br />
in OCI<br />
Balance<br />
December<br />
31,<br />
<strong>2012</strong><br />
Deferred tax assets<br />
Receivables 1,263 (4) 1,278 0 2,537 16 726 0 3,279<br />
Fixed assets 3,195 (10) 180 0 3,365 22 260 0 3,647<br />
Provisions 18,673 (56) 1,195 (410) 19,402 123 2,047 (2,264) 19,308<br />
Other statement of<br />
financial position captions 11,456 (35) (6,305) 0 5,116 33 1,079 0 6,228<br />
Deductible loss carryforwards<br />
31,284 (94) 703 0 31,893 204 1,233 0 33,330<br />
Total deferred tax assets 65,871 (199) (2,949) (410) 62,313 398 5,345 (2,264) 65,792<br />
Deferred tax liabilities<br />
Receivables (509) 0 104 0 (405) (1) (806) 0 (1,212)<br />
Fixed assets (9,738) 7 (2,152) 0 (11,883) (20) (3,507) 0 (15,410)<br />
Provisions (2,107) 1 (5,563) 5,829 (1,840) (3) 3,147 1,153 2,457<br />
Other statement of financial<br />
position captions (8,391) 6 8,021 0 (364) (1) (1,681) 0 (2,046)<br />
Deductible loss carryforwards<br />
0 0 0 0 0 0 0 0 0<br />
Total deferred tax liabilities (20,745) 14 410 5,829 (14,492) (25) (2,847) 1,153 (16,211)<br />
Net deferred tax assets<br />
(liabilities) 45,126 (185) (2,539) 5,419 47,821 373 2,498 (1,111) 49,581<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
121<br />
The gross movement in the deferred income tax account is as follows:<br />
in thousand CHF <strong>2012</strong> 2011<br />
Balance January 1 47,821 45,126<br />
Translation differences 373 (185)<br />
Income statement charge 2,498 (2,539)<br />
Tax charged to equity due to IAS 19 (1,111) 5,419<br />
Balance December 31 49,581 47,821<br />
In <strong>2012</strong>, temporary differences in the amount of CHF 0.5 million (2011: CHF 3.6 million) were not capitalized because it was not probable<br />
that they could be offset against future profits.<br />
Year of expiry of unrecognized tax loss carry-forwards (in thousand CHF) <strong>2012</strong> 2011<br />
<strong>2012</strong> – 16,702<br />
2013 13,499 15,399<br />
2014 7,523 7,884<br />
2015 15,709 768<br />
2016 3,785 674<br />
2017 0 –<br />
Later 150,534 58,672<br />
Total unrecognized tax loss carry-forwards 191,050 100,099<br />
The total increase of CHF 91.0 million (2011: increase of CHF 19.8 million) derived mainly from unrecognized tax loss carry-forwards in<br />
Austria, Brazil, the Netherlands and the USA . During the period under review, tax loss carry-forwards expired mainly in Finland and Denmark,<br />
Angola and Venezuela. Tax loss carry-forwards of CHF 0.2 million (2011: CHF 13.4 million) were utilized mainly in China. During the<br />
period under review the Group reassessed the recoverability of the deferred tax assets. As a result the Group derecognized capitalized<br />
deferred tax assets amounting to CHF 7.1 million mainly in the USA, the Netherlands and Austria.<br />
28<br />
Provisions and other liabilities<br />
<strong>2012</strong> (in thousand CHF)<br />
Employee<br />
benefits and<br />
others<br />
Outstanding<br />
vacation<br />
entitlement<br />
Claims<br />
Restructuring<br />
Total<br />
Balance on January 1 73,107 22,420 29,244 649 125,420<br />
Translation differences (695) (404) (1,094) (7) (2,200)<br />
Addition 65,864 2,260 70,692 23,352 162,168<br />
Reversal of unused amounts (40,269) (922) (7,722) (1,836) (50,749)<br />
Charged in income statement 25,595 1,338 62,970 21,516 111,419<br />
Utilization (46,422) (1,116) (75,008) (4,727) (127,273)<br />
Transfers 0 0 17,113 0 17,113<br />
Balance on December 31 51,585 22,238 33,225 17,431 124,479<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
122 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
2011 (in thousand CHF)<br />
Employee<br />
benefits and<br />
others<br />
Outstanding<br />
vacation<br />
entitlement<br />
Claims<br />
Restructuring<br />
Total<br />
Balance on January 1 64,737 19,449 56,028 839 141,053<br />
Translation differences (1,001) (571) (177) (20) (1,769)<br />
Change in scope of consolidation 259 1,004 0 0 1,263<br />
Addition 66,003 6,348 11,917 0 84,268<br />
Reversal of unused amounts (15,043) (3,075) (23,399) 0 (41,517)<br />
Charged in income statement 50,960 3,273 (11,482) 0 42,751<br />
Utilization (41,848) (735) (31,721) (170) (74,474)<br />
Transfers 0 0 16,596 0 16,596<br />
Balance on December 31 73,107 22,420 29,244 649 125,420<br />
Apart from outstanding vacation entitlement and the current portions of provisions as disclosed in note 26, provisions and other liabilities<br />
include personnel profit participation and related social security costs and payroll taxes as well as compliance consultancy fees. During the<br />
period under review, CHF 62.9 million of personnel profit participation was made, thereof CHF 39.8 million was reversed again in<br />
December. In <strong>2012</strong>, CHF 41.7 million of personnel profit participation (2011: CHF 30.8 million) was paid out. For the current year, a<br />
total amount of CHF 32.0 million (2011: CHF 51.2 million) including related social security costs and payroll taxes was recognized for<br />
personnel profit participation.<br />
As disclosed in notes 3 and 26, claim provisions include the current portion of certain claims brought forward against the Group by customers<br />
and forwarding agents as well as a short-term provision of approximately CHF 17.1 million to cover the fines, legal penalties and<br />
compliance consultancy fees relating to the settlement of both the US Foreign Corrupt Practices Act (FCPA) and the US anti-trust investigations.<br />
The addition for claim provision includes CHF 59.2 million to settle the penalties from WEKO and EU anti-trust claim provision. The<br />
CHF 56.0 for the EU anti-trust claim was paid within the third quarter <strong>2012</strong> whereas the CHF 3.2 million for WEKO are still included in the<br />
total claim provision. The expenses for the WEKO and EU anti-trust claim provision are incuded in other operating expenses. During the<br />
period under review, the provision for FCPA recognized in previous year within long-term provisions was reclassified to provisions and<br />
other liabilities and paid out.<br />
The balance as of December 31 is expected to be utilized within one year.<br />
The restructuring provision newly added in <strong>2012</strong> concerns headcount reductions in all functions mainly in marketing and sales and in<br />
operations in various countries with the largest amount incurred in Europe and North America as well as on corporate level. The previous<br />
year’s balance was initially recognized for the restructuring plan announced 2009. The timings of these cash outflows are expected to occur<br />
within one year.<br />
29<br />
Related parties<br />
Key management personnel compensation<br />
Key management personnel consists of the Board of Directors and the Executive Board. The members of the Board of Directors receive a<br />
fixed annual compensation and participate in certain equity compensation plans (see note 8). In <strong>2012</strong>, there were 7 (2011: 7) members of<br />
the Board of Directors.<br />
The compensation of the Executive Board consists of a fixed portion and a variable portion, which depends on the course of business and<br />
the individual manager’s performance. In addition, members of the Executive Board receive indirect benefits and are able to participate in<br />
certain equity compensation plans (see note 8). In <strong>2012</strong>, there were 5 (2011: 5) members of the Executive Board.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
123<br />
The following table shows the compensation of key management personnel:<br />
<strong>2012</strong> (in thousand CHF)<br />
<strong>Annual</strong><br />
salary 1<br />
Bonus<br />
Termination<br />
benefits<br />
Other<br />
benefits 2<br />
Sharebased<br />
payment 3<br />
Social<br />
security<br />
contribution<br />
Total<br />
compensation<br />
<strong>2012</strong><br />
Board of Directors<br />
Rudolf W. Hug, Chairman 453 60 513<br />
Beat Walti, Vice Chairman 153 28 181<br />
Lars Förberg, Member 154 25 179<br />
Chris E. Muntwyler, Member 153 28 181<br />
Roger Schmid, Member* 167 0 167<br />
Hans-Peter Strodel, Member 155 24 179<br />
Knud Elmholdt Stubkjær, Member 153 0 153<br />
Total remuneration of Board of Directors 1,388 0 0 0 0 165 1,553<br />
Executive Board<br />
Monika Ribar, Chief Executive Officer 950 0 44 373 205 1,572<br />
Members of the Executive Board 1,620 216 257 616 438 3,147<br />
Executive Management leaving 325 0 21 204 95 645<br />
Total remuneration of Executive Board 2,895 216 0 322 1,193 738 5,364<br />
Total remuneration of key management personnel 4,283 216 0 322 1,193 903 6,917<br />
2011 (in thousand CHF)<br />
<strong>Annual</strong><br />
salary 1<br />
Bonus<br />
Termination<br />
benefits<br />
Other<br />
benefits 2<br />
Sharebased<br />
payment 3<br />
Social<br />
security<br />
contribution<br />
Total<br />
compensation<br />
2011<br />
Board of Directors<br />
Rudolf W. Hug, Chairman 453 50 63 566<br />
Beat Walti, Vice Chairman 153 50 22 225<br />
Lars Förberg, Member 79 50 11 140<br />
Chris E. Muntwyler, Member 153 50 22 225<br />
Roger Schmid, Member* 155 50 205<br />
Hans-Peter Strodel, Member 155 50 17 222<br />
Knud Elmholdt Stubkjær, Member 77 50 12 139<br />
Board of Directors leaving<br />
Günter Rohrmann 102 102<br />
Total remuneration of Board of Directors 1,327 0 0 0 350 147 1,824<br />
Executive Board<br />
Monika Ribar, Chief Executive Officer 913 570 125 380 145 2,133<br />
Members of the Executive Board 2,246 1,014 144 1,157 555 5,116<br />
Executive Management leaving 113 9 16 138<br />
Total remuneration of Executive Board 3,272 1,584 0 278 1,537 716 7,387<br />
Total remuneration of key management personnel 4,599 1,584 0 278 1,887 863 9,211<br />
1<br />
Salaries incl. fixed remuneration, salary and discount on shares granted<br />
2<br />
Other benefits incl. expense allowance and fringe benefits<br />
3<br />
This disclosure item has been amended to reflect current year treatment to disclose benefits to the Board of Directors<br />
*<br />
Remuneration respectively shares have been transferred to Ernst Göhner Stiftung (employer of respective board member)<br />
During the period under review <strong>Panalpina</strong> Welttransport GmbH in Germany leased from an affiliate of Ernst Göhner Stiftung two buildings<br />
one in Stuttgart and one in Nuerenberg. The lease paid in the fiscal year <strong>2012</strong> amounts to CHF 3.6 million. There were no contributions or<br />
donations to close members of the families of the key management.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
124 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
The following table shows the equity holdings in <strong>Panalpina</strong> World Transport (Holding) Ltd. (PWT) of key management personnel and their<br />
related parties in line with article 663b bis and 663c of the Swiss Code of Obligations.<br />
Number of PWT<br />
nominal shares<br />
Number of options<br />
(End of vesting period)<br />
2013 2014<br />
Board of Directors<br />
Rudolf W. Hug, Chairman 8,926 1,325 2,020<br />
Beat Walti, Vice Chairman 991 0 0<br />
Lars Förberg, Member 564 0 0<br />
Chris E. Muntwyler, Member 991 0 0<br />
Roger Schmid, Member* 9,375 1,325 0<br />
Hans-Peter Strodel, Member 991 0 0<br />
Knud Elmholdt Stubkjær, Member 564 0 0<br />
Total on December 31, <strong>2012</strong> 22,402 2,650 2,020<br />
Executive Board<br />
Monika Ribar, Chief Executive Officer 35,596 1,325 2,020<br />
Christoph Hess, General Counsel and Corporate Secretary 5,423 600 1,000<br />
Karl Weyeneth, Chief Operating Officer 4,922 497 303<br />
Alastair Robertson, Chief Human Resources 5,314 0 200<br />
Total on December 31, <strong>2012</strong> 51,255 2,422 3,523<br />
Total on December 31, <strong>2012</strong> 73,657 5,072 5,543<br />
Number of PWT<br />
nominal shares<br />
Number of options<br />
(End of vesting period)<br />
<strong>2012</strong> 2013 2014<br />
Board of Directors<br />
Rudolf W. Hug, Chairman 8,362 1,200 1,325 2,020<br />
Beat Walti, Vice Chairman 427 0 0 0<br />
Lars Förberg, Member 0 0 0 0<br />
Chris E. Muntwyler, Member 427 0 0 0<br />
Roger Schmid, Member* 9,375 1,800 1,325 0<br />
Hans-Peter Strodel, Member 427 0 0 0<br />
Knud Elmholdt Stubkjær, Member 0 0 0 0<br />
Total on December 31, 2011 19,018 3,000 2,650 2,020<br />
Executive Board<br />
Monika Ribar, Chief Executive Officer 26,183 1,800 1,325 2,020<br />
Christoph Hess, General Counsel and Corporate Secretary 4,208 600 600 1,000<br />
Karl Weyeneth, Chief Operating Officer 9,044 0 497 303<br />
Marco Gadola, Chief Financial Officer 3,858 1,800 1,325 2,020<br />
Alastair Robertson, Chief Human Resources 4,050 0 0 200<br />
Total on December 31, 2011 47,343 4,200 3,747 5,543<br />
Total on December 31, 2011 66,361 7,200 6,397 7,563<br />
*<br />
Remuneration respectively shares have been transferred to Ernst Göhner Stiftung (employer of respective board member)<br />
Shareholders, pension funds, associated companies and all subsidiaries are defined as parties related to the Group. Apart from the transactions<br />
with related parties mentioned above, we refer to notes 7 and 8.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
125<br />
30 Business combinations/disinvestments<br />
In <strong>2012</strong> there were no business combinations, nor were any significant subsidiaries sold.<br />
In 2011, <strong>Panalpina</strong> World Transport (Pty) Ltd. in Sydney announced the purchase of defined tangible and intangible assets and the business<br />
of Apollo Forwarding in Perth. Apollo and <strong>Panalpina</strong> have been close partners for more than ten years. During that time, Apollo Perth<br />
has acted as an agent of <strong>Panalpina</strong>. The purchase enables <strong>Panalpina</strong> to further enlarge the geographical office coverage in Oceania and<br />
widen the customer base. In addition to being a well-established customs broker, Apollo Perth also provides international freight forwarding<br />
services to its Australia-based customers who now gain access to <strong>Panalpina</strong>’s global network. The acquisition has been settled for a final cash<br />
consideration of CHF 2.9 million.<br />
As per April 1, 2011 the Group acquired 100 percent of the issued share capital of Grieg Logistics AS, a company today encompassing freight<br />
forwarding, domestic transportation, warehousing, distribution and customs clearance with operations in fourteen locations. Grieg Logistics,<br />
established in 1969, is a leading logistics provider to the Norwegian oil and gas, shipping and maritime industries. It has a broad product<br />
portfolio including logistics, freight forwarding and project development. In Norway, Grieg Logistics serves the national market with offices<br />
throughout the country. Businesses will add approximately NOK 400 million (CHF 67.0 million) to the <strong>Panalpina</strong> Group’s annual turnover. Grieg<br />
Logistics, with its strategic locations throughout Norway, has built up a strong reputation for providing customers with tailor-made services<br />
to meet their needs. The acquisition was settled for a final cash consideration of CHF 60.3 million. The acquired business contributed net<br />
forwarding revenue of CHF 49.4 million and net profit of CHF 0.2 million to the Group for the period from April 1 to December 31, 2011.<br />
Tangible assets acquired in 2011 include mainly office equipment and vehicles. Intangible assets include customer relationships.<br />
Details of net assets acquired and goodwill are as follows:<br />
in thousand CHF 2011<br />
Purchase consideration<br />
– Cash paid 63,160<br />
Total purchase consideration 63,160<br />
Fair value of net assets acquired (22,570)<br />
Non-controlling interest 279<br />
Goodwill 40,869<br />
The goodwill is attributable to market knowledge and experience of the acquired employees, the profitability of the acquired business and<br />
the synergies expected to arise after the Group’s acquisition.<br />
The assets and liabilities arising from the acquisition are the following:<br />
in thousand CHF<br />
Fair value<br />
2011<br />
Cash and cash equivalents 3,174<br />
Property, plant and equipment 444<br />
Intangible assets 15,927<br />
Other non-current assets 279<br />
Trade receivables 10,322<br />
Other current assets 357<br />
Total acquired assets 30,503<br />
Payables (2,501)<br />
Provisions (333)<br />
Other current liabilities (5,099)<br />
Total acquired liabilities (7,933)<br />
Net assets acquired 22,570<br />
Non-controlling interests (279)<br />
Less acquired liquidity (3,174)<br />
Goodwill 40,869<br />
Total cash used in acquisition of businesses 59,986<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
126 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
31 Additional information<br />
Contractual commitments on non-cancellable operating lease contracts <strong>2012</strong> 2011<br />
in thousand CHF<br />
Less than one year 185,965 139,128<br />
Between one and five years 382,343 261,044<br />
More than five years 102,558 99,459<br />
Total residual commitments 670,866 499,631<br />
Pledged assets<br />
As of the statement of financial position date <strong>2012</strong> and 2011, the Group does not have any pledged assets.<br />
Pending legal claims<br />
Introduction<br />
In addition to the matters discussed in note 4, section Provisions, from time to time the Group is involved in legal proceedings in the ordinary<br />
course of its business. Other than as noted below, the Group is not a party to any legal, administrative or arbitration proceedings which could<br />
significantly harm the Group’s business, financial condition and results of operations taken as a whole, and it does not know of any such proceedings<br />
which may currently be contemplated by governmental or third parties.<br />
Claim against Pantainer Ltd.<br />
In a case which originated in 2004, it is alleged that a fire occurred on a container vessel due to containers shipped under Pantainer bills<br />
of lading containing chemicals that were not declared as hazardous cargo. As a consequence the vessel has declared general average.<br />
Claimants may seek compensation of general average contributions, damage and loss of cargo and potential damages to the vessel.<br />
Formal legal proceedings were launched in Tokyo in 2005 against the shipper which, in turn, commenced third-party proceedings against<br />
Pantainer Ltd. and other companies of the Group. Neither Pantainer nor any other <strong>Panalpina</strong> Group companies are named defendants<br />
in the Tokyo litigation. In July 2010, the court dismissed all claims of the plaintiffs and plaintiffs have appealed the judgment. The value in<br />
dispute amounts to approximately CHF 25 million.<br />
Business practices investigation<br />
In November 2010, <strong>Panalpina</strong> entered into a Deferred Prosecution Agreement (DPA) with the US Department of Justice (DOJ) to resolve<br />
claims against it arising from an investigation by the DOJ and the US Securities and Exchange Commission (SEC) for violations of the US<br />
Foreign Corrupt Practices Act (FCPA). Under the DPA, the DOJ has agreed to defer any criminal prosecution for three years. <strong>Panalpina</strong> has<br />
accepted certain obligations under the DPA, such as further strengthening its compliance policies and procedures and providing regular<br />
reports to the DOJ on the Company’s progress. If <strong>Panalpina</strong> satisfies its obligations under the DPA, the DOJ has agreed to release the<br />
Company from criminal liability at the end of the three-year term.<br />
Freight forwarding antitrust investigation<br />
In October 2007, <strong>Panalpina</strong>’s headquarters in Switzerland and the USA were visited by the respective competition authorities. Further, a<br />
request for information was served by the New Zealand Commerce Division and a document retention notice by the Competition Bureau<br />
Canada.<br />
In April 2008, the Australian Competition and Consumer Commission served a notice on the Australian subsidiary requesting information<br />
and documents and in June 2008, <strong>Panalpina</strong>’s UK subsidiary was the recipient of a request for information issued by the European Commission<br />
requesting certain information and records relating to alleged antitrust violations in the freight forwarding industry.<br />
In August 2010, Brazilian authorities announced preliminary investigations against the freight forwarding industry.<br />
These activities were part of an investigation of several competition authorities against various major freight forwarding companies for<br />
alleged anti-competitive behavior.<br />
In 2009, the Competition Bureau Canada closed its investigation into alleged anti-competitive activity due to a lack of evidence substantiating<br />
an undue lessening of competition. In January 2010, the Australian Competition and Consumer Commission also discontinued its<br />
investigation.<br />
In October 2010, <strong>Panalpina</strong> announced a settlement with the DOJ over violations of the Sherman Antitrust Act related to the sale of international<br />
air freight forwarding services. Under the terms of the settlement, which has been approved by the competent court, <strong>Panalpina</strong> has<br />
agreed to pay a fine of approximately USD 12 million.<br />
In 2011 <strong>Panalpina</strong> completed settlement negotiations with the New Zealand Commerce Commission and the agreed penalty has been<br />
approved by the competent court.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
127<br />
In February 2010, <strong>Panalpina</strong> was served with a Statement of Objections by the European Commission, alleging anti-competitive behavior in<br />
the freight forwarding industry. In March <strong>2012</strong>, the EU Commission has fined various major freight forwarding companies for anti-trust violations<br />
prior to 2008 related to isolated air freight surcharges on certain European trade lanes. <strong>Panalpina</strong> was ordered to pay a penalty of EUR<br />
46.5 million. <strong>Panalpina</strong> has appealed the European Commission’s decision to the European General Court. Nevertheless the penalty was<br />
paid in the period under review.<br />
Further <strong>Panalpina</strong> has signed a settlement agreement with competition authorities in Switzerland, which was formally approved by the Swiss<br />
Competition Commission in December <strong>2012</strong>. A provision for the respective penalty and related costs of CHF 3.2 million was booked in<br />
<strong>2012</strong>.<br />
Regarding the Brazilian proceedings, <strong>Panalpina</strong>’s Holding company has in the reporting year been served with a preliminary investigation<br />
notice by the Brazilian competition authority (SDE) alleging anti-trust violations.<br />
In November <strong>2012</strong> <strong>Panalpina</strong> received a notice from the Competition Commission Singapore requiring the provision of specified information<br />
related to the airfreight surcharges which have been subject of the previous and meanwhile completed investigations by other competition<br />
authorities. <strong>Panalpina</strong> has provided this information in December <strong>2012</strong>.<br />
It is not possible to predict the outcome of the pending anti-trust proceedings in Brazil and Singapore at this stage. They may, however,<br />
result in penalties being imposed on <strong>Panalpina</strong>. As <strong>Panalpina</strong> is not yet in a position to assess its exposure and the potential financial consequences<br />
in these proceedings, no related provisions have been made as of December 31, <strong>2012</strong>.<br />
Furthermore, in 2008 a civil class action lawsuit was filed in the USA against <strong>Panalpina</strong> and a number of its major competitors as a direct<br />
consequence of these investigations, alleging a conspiracy in the pricing of freight forwarding services. In July 2009, plaintiffs filed an<br />
amended complaint adding additional defendants and claims. In November 2009, the Company, along with other defendants, filed motions<br />
to dismiss the amended complaint for failure to state a claim and for lack of subject matter jurisdiction. Oppositions to the motions were filed<br />
in January 2010. In August <strong>2012</strong> the judge dismissed the claims with leave for plaintiffs to replead. A third amended complaint was filed in<br />
November <strong>2012</strong>. In February 2013 <strong>Panalpina</strong> jointly with other defendants filed a motion to dismiss the complaint with prejudice. Defendants<br />
in particular argue that plaintiffs have again failed to allege facts showing they have antitrust standing. At this stage, <strong>Panalpina</strong> is unable to<br />
express an opinion as to the probable outcome of this litigation and thus to estimate the potential payments, if any.<br />
Subsequent events<br />
Since the statement of financial position date, no events have become known for which a disclosure is required.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
128 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
32 Principal Group companies and participations<br />
Company Registered Currency<br />
Nominal<br />
capital<br />
in 1,000<br />
Equity<br />
interest<br />
in %<br />
Investment<br />
Method<br />
of consolidation<br />
Europe<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. Basel CHF 2,375 K<br />
<strong>Panalpina</strong> Management Ltd. Basel CHF 2,500 100 1 K<br />
<strong>Panalpina</strong> Ltd. Basel CHF 600 100 1 K<br />
Pantainer Ltd. Basel CHF 100 100 1 K<br />
<strong>Panalpina</strong> Insurance Broker Ltd. Basel CHF 100 100 1 K<br />
<strong>Panalpina</strong> International Ltd. Basel CHF 1,000 100 1 K<br />
Hausmann Transport Ltd. Basel CHF 100 100 1 K<br />
<strong>Panalpina</strong> Air & Ocean Ltd. Basel CHF 2,700 100 1 K<br />
<strong>Panalpina</strong> Global Employment Services Ltd. Basel CHF 100 100 1 K<br />
<strong>Panalpina</strong> Welttransport (Deutschland) GmbH Mörfelden EUR 10,226 100 1 K<br />
<strong>Panalpina</strong> Welttransport GmbH Vienna EUR 36 100 1 K<br />
<strong>Panalpina</strong> Welttransport GmbH Höchst EUR 36 100 1 K<br />
<strong>Panalpina</strong> France Transports Internationaux S.A.S. Paris-Roissy EUR 2,000 100 1 K<br />
<strong>Panalpina</strong> Trasporti Mondiali S.p.A. Milan EUR 2,000 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiales S.A. Madrid EUR 451 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiais Lda Lisbon EUR 50 100 1 K<br />
<strong>Panalpina</strong> World Transport Ltd. London GBP 12,350 100 1 K<br />
<strong>Panalpina</strong> World Transport (Ireland) Ltd. Dublin EUR 25 100 1 K<br />
<strong>Panalpina</strong> World Transport N.V. Antwerp EUR 19,050 100 1 K<br />
<strong>Panalpina</strong> Luxembourg S.A. Luxembourg EUR 31 100 1 K<br />
<strong>Panalpina</strong> World Transport B.V. Amsterdam EUR 4,091 100 1 K<br />
Grieg Triangel Spijkenisse EUR 50 51 1 K<br />
Grampian International Freight B.V. Beverwijk EUR 18 100 1 K<br />
<strong>Panalpina</strong> Czech Sro. Prague CZK 1,000 100 1 K<br />
<strong>Panalpina</strong> Croatia d.o.o. Rijeka HRK 400 100 1 K<br />
<strong>Panalpina</strong> Slovakia S.R.O. Bratislava EUR 23 100 1 K<br />
<strong>Panalpina</strong> Magyarorszag Kft. Budapest HUF 528,000 100 1 K<br />
<strong>Panalpina</strong> Romania S.R.L. Oradea RON 72 100 1 K<br />
<strong>Panalpina</strong> Polska Sp. z o.o. Wroclaw PLN 1,500 100 1 K<br />
<strong>Panalpina</strong> AB Gothenburg SEK 1,000 100 1 K<br />
<strong>Panalpina</strong> A / S Oslo NOK 75,060 100 1 K<br />
<strong>Panalpina</strong> World Transport Nakliyat Ltd. Srk. Istanbul TRY 7,408 100 1 K<br />
<strong>Panalpina</strong> World Transport ZAO Moscow RUB 2,100 100 1 K<br />
<strong>Panalpina</strong> CIS Helsinki OY Vantaa EUR 8 100 1 K<br />
<strong>Panalpina</strong> Logistics LLC Moscow RUB 240 100 1 K<br />
<strong>Panalpina</strong> World Transport Ltd. Kiev UAH 376 100 1 K<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
129<br />
Company Registered Currency<br />
Nominal<br />
capital<br />
in 1,000<br />
Equity<br />
interest<br />
in %<br />
Investment<br />
Method<br />
of consolidation<br />
North, Central and South America<br />
<strong>Panalpina</strong> Inc. Jersey USD 83,000 100 1 K<br />
<strong>Panalpina</strong> FMS, Inc. (Washington) Jersey City USD 1 100 1 K<br />
International Claims Handling Services Inc. Miami USD 1 100 1 K<br />
<strong>Panalpina</strong> Inc. Toronto CAD 100 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiales, S.A. de C.V. Mexico City MXN 35,834 100 1 K<br />
<strong>Panalpina</strong> S.A. Panama City USD 1,250 100 1 K<br />
Almacenadora Mercantil S.A. Panama City USD 25 100 1 K<br />
<strong>Panalpina</strong> S.A. de C.V. San Salvador SVC 100 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiales S.A. San José CRC 2,500 100 1 K<br />
Las Fronteras S.A. San José CRC 1,590 100 1 K<br />
<strong>Panalpina</strong> Uruguay Transportes Mundiales S.A. Montevideo UYU 4,093 100 1 K<br />
<strong>Panalpina</strong> S.A. Santa Fé de Bogotá COP 7,450,838 100 1 K<br />
DAPSA Depositos Aduaneros <strong>Panalpina</strong> S.A. Santa Fé de Bogotá COP 2,815,208 100 1 K<br />
<strong>Panalpina</strong> C.A. Caracas VEF 7,299,297 100 1 K<br />
<strong>Panalpina</strong> Ecuador S.A. Quito USD 1 100 1 K<br />
<strong>Panalpina</strong> Aduanas S.A. Lima PEN 732 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiales S.A. Lima PEN 4,008 100 1 K<br />
<strong>Panalpina</strong> Ltda São Paulo BRL 127,317 100 1 K<br />
<strong>Panalpina</strong> Chile Transportes Mundiales Ltd.a Santiago CLP 1,593,521 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiales S.A. Buenos Aires ARS 25,050 100 1 K<br />
<strong>Panalpina</strong> Logistics S.R.L. Buenos Aires ARS 16,662 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiales S.A. de C.V. Santo Domingo DOP 1,000 100 1 K<br />
Mondi Reinsurance Ltd. Hamilton CHF 1,000 100 1 K<br />
Asia and Australia<br />
<strong>Panalpina</strong> World Transport (Singapore) Pte. Ltd. Singapore SGD 2,500 100 1 K<br />
PT <strong>Panalpina</strong> Nusajaya Transport Jakarta IDR 1,500,000 100 1 K<br />
<strong>Panalpina</strong> China Ltd. Hong Kong HKD 1,000 100 1 K<br />
<strong>Panalpina</strong> World Transport (PRC) Ltd. Shanghai CNY 13,500 100 1 K<br />
<strong>Panalpina</strong> Logistics (Shanghai) Ltd. Shanghai CNY 5,000 100 1 K<br />
<strong>Panalpina</strong> Logistics (Wuhan) Ltd. Wuhan CNY 10,000 100 1 K<br />
<strong>Panalpina</strong> Logistics (Chengdu) Limited Chengdu CNY 5,000 100 1 K<br />
<strong>Panalpina</strong> Asia-Pacific Services Ltd. Hong Kong HKD 500 100 1 K<br />
<strong>Panalpina</strong> World Transport Ltd. Hong Kong HKD 500 100 1 K<br />
Pantainer (H. K.) Limited Hong Kong HKD 100 100 1 K<br />
International Claims Handling Services Ltd. Hong Kong HKD 10 100 1 K<br />
<strong>Panalpina</strong> Taiwan Ltd. Taipei TWD 15,500 100 1 K<br />
<strong>Panalpina</strong> IAF (Korea) Ltd. Seoul KRW 500,000 100 1 K<br />
<strong>Panalpina</strong> World Transport (Thailand) Ltd. Bangkok THB 27,000 100 1 K<br />
<strong>Panalpina</strong> Asia-Pacific Services (Thailand) Ltd. Bangkok THB 10,000 100 1 K<br />
<strong>Panalpina</strong> Macao Ltd. Macao HKD 1,000 100 1 K<br />
<strong>Panalpina</strong> World Transport (Vietnam) Company Ltd. Ho Chi Minh City VND 6,360,145 49 2 K<br />
<strong>Panalpina</strong> Transport (Malaysia) Sdn. Bhd. Kuala Lumpur MYR 4,215 100 1 K<br />
<strong>Panalpina</strong> World Transport (Japan) Ltd. Tokyo JPY 50,000 100 1 K<br />
ASB Air Japan Ltd. Tokyo JPY 10,000 100 1 K<br />
<strong>Panalpina</strong> World Transport (India) Pvt. Ltd. Delhi INR 100,050 100 1 K<br />
Panindia Cargo Private Ltd., Delhi Delhi INR 100 100 1 K<br />
<strong>Panalpina</strong> World Transport (Philippines) Inc. Manila PHP 10,000 100 1 K<br />
<strong>Panalpina</strong> World Transport (Pty) Ltd. Sydney AUD 15,000 100 1 K<br />
<strong>Panalpina</strong> World Transport LLP Almaty KZT 1,252,395 100 1 K<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
130 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Company Registered Currency<br />
Nominal<br />
capital<br />
in 1,000<br />
Equity<br />
interest<br />
in %<br />
Investment<br />
Method<br />
of consolidation<br />
Middle East and Africa<br />
<strong>Panalpina</strong> Gulf LLC Dubai AED 1,000 49 2 K<br />
<strong>Panalpina</strong> Jebel Ali Ltd. Jebel Ali AED 100 100 1 K<br />
<strong>Panalpina</strong> World Transport (Dubai) DWC-LLC Dubai AED 300 100 1 K<br />
<strong>Panalpina</strong> World Transport (Kuwait) WLL Kuwait KWD 20 49 2 K<br />
<strong>Panalpina</strong> (Bahrain) WLL Manama BHD 20 100 1 K<br />
<strong>Panalpina</strong> Central Asia EC Manama USD 17,020 100 1 K<br />
Alpha for General Transportation LLC. Baghdad IQD 11,000 100 1 K<br />
<strong>Panalpina</strong> Georgia LLC Tbilisi GEL 11 100 1 K<br />
<strong>Panalpina</strong> Azerbaijan LLC Baku AZN 1 100 1 K<br />
<strong>Panalpina</strong> Turkmenistan LLC Turkmenbashi TMT 62 100 1 K<br />
Qatar Shipping Company (<strong>Panalpina</strong> Qatar) WLL Doha QAR 200 49 2 K<br />
<strong>Panalpina</strong> World Transport (Saudi Arabia) Ltd. Al Khobar SAR 500 100 1 K<br />
<strong>Panalpina</strong> Transports Mondiaux Cameroun S.A.R.L. Douala XAF 150,000 100 1 K<br />
<strong>Panalpina</strong> Transports Mondiaux Algérie EURL Hassi Messaoud DZD 128,039 100 1 K<br />
<strong>Panalpina</strong> Transports Mondiaux Congo S.A.R.L. Pointe-Noire XAF 70,000 100 1 K<br />
<strong>Panalpina</strong> Transports Mondiaux Gabon S.A. Port-Gentil XAF 50,000 90 1 K<br />
<strong>Panalpina</strong> (Ghana) Ltd. Accra GHS 10 100 1 K<br />
<strong>Panalpina</strong> Transportes Mundiais Navegãçao<br />
e Trânsitos S.A.R.L. Luanda AOA 18 92 1 K<br />
K = fully consolidated<br />
1 = capital participation 50 – 100 %<br />
2 = controlling influence over management<br />
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Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
131<br />
<strong>Report</strong> of the Statutory Auditor on the Consolidated<br />
Financial Statements to the General Meeting<br />
of Shareholders of<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd., Basel<br />
As statutory auditor, we have audited the accompanying consolidated financial statements of <strong>Panalpina</strong> World Transport (Holding) Ltd.,<br />
which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial<br />
position, consolidated statement of changes in equity, consolidated statement of cash flows and notes on pages 70 to 130 for the year<br />
ended December 31, <strong>2012</strong>.<br />
Board of Directors’ Responsibility<br />
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with<br />
International Financial <strong>Report</strong>ing Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and<br />
maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free<br />
from material misstatement, whether due to fraud or error. The board of directors is further responsible for selecting and applying appropriate<br />
accounting policies and making accounting estimates that are reasonable in the circumstances.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in<br />
accordance with Swiss law and Swiss Auditing Standards as well as International Standards on Auditing. Those standards require that<br />
we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material<br />
misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.<br />
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the<br />
consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control<br />
system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures<br />
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal<br />
control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting<br />
estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence<br />
we have obtained is sufficient and appropriate to provide a basis for our audit opinion.<br />
Opinion<br />
In our opinion, the consolidated financial statements for the year ended December 31, <strong>2012</strong> give a true and fair view of the financial position,<br />
the results of operations and the cash flows in accordance with International Financial <strong>Report</strong>ing Standards (IFRS) and comply with Swiss law.<br />
<strong>Report</strong> on Other Legal Requirements<br />
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728<br />
CO and article 11 AOA) and that there are no circumstances incompatible with our independence.<br />
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists,<br />
which has been designed for the preparation of consolidated financial statements according to the instructions of the board of directors.<br />
We recommend that the consolidated financial statements submitted to you be approved.<br />
KPMG AG<br />
Regula Wallimann<br />
Licensed Audit Expert<br />
Auditor in Charge<br />
Martin Rohrbach<br />
Licensed Audit Expert<br />
Zurich, March 1, 2013<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
132 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Key Figures in CHF<br />
Five-year review<br />
in million CHF <strong>2012</strong> 2011 2010 2009 2008<br />
Forwarding services 8,066 7,926 8,676 7,340 10,597<br />
Change in % 1.77 (8.64) 18.19 (30.73) 0.47<br />
Net forwarding revenue 6,617 6,500 7,164 5,958 8,878<br />
Change in % 1.80 (9.27) 20.25 (32.89) 2.74<br />
Gross profit 1,465 1,477 1,480 1,377 1,742<br />
Change in % (0.81) (0.21) 7.49 (20.94) (3.43)<br />
in % of net revenue 22.14 22.72 20.66 23.11 19.62<br />
Consolidated (loss)/profit (70.2) 127.4 (26.0) 10.4 113.8<br />
Change in % (155.10) (590.06) (348.94) (90.82) (45.98)<br />
in % of gross profit (4.79) 8.63 (1.76) 0.76 6.53<br />
EBITDA 36.5 212.1 62.4 79.7 240.7<br />
Change in % (82.79) 240.09 (21.78) (66.88) (33.29)<br />
in % of gross profit 2.49 14.36 4.21 5.79 13.82<br />
EBITA 5.3 183.6 23.5 42.5 204.7<br />
Change in % (97.11) 682.11 (44.77) (79.23) (34.13)<br />
in % of gross profit 0.36 12.43 1.59 3.09 11.75<br />
EBIT (37.4) 174.2 15.4 29.9 193.0<br />
Change in % (121.47) 1,033.97 (48.64) (84.50) (35.54)<br />
in % of gross profit (2.55) 11.79 1.04 2.17 11.08<br />
Cash generated from operations (39.6) 229.1 75.3 311.8 274.5<br />
Change in % (117.29) 204.35 (75.86) 13.58 (1.58)<br />
in % of gross profit (2.70) 15.51 5.09 22.64 15.76<br />
Net cash from operating activities (71.5) 193.5 37.0 259.8 193.2<br />
Change in % (136.95) 422.45 (85.74) 34.45 (7.78)<br />
in % of gross profit (4.88) 13.10 2.50 18.87 11.09<br />
Free cash flow (81.9) 41.9 6.2 225.9 170.2<br />
Change in % (295.47) 570.94 (97.24) 32.73 (23.20)<br />
in % of gross profit (5.59) 2.84 0.42 16.41 9.77<br />
Net working capital 134.1 85.2 143.0 132.2 351.6<br />
Change in % 57.39 (40.42) 8.20 (62.42) (27.92)<br />
Capital expenditure on fixed assets 84.2 51.2 40.0 41.8 58.4<br />
Change in % 64.45 27.87 (4.31) (28.34) 14.90<br />
in % of gross profit 5.75 3.47 2.71 3.04 3.35<br />
Net capital expenditure on fixed assets 83.9 108.7 28.5 29.4 25.6<br />
Change in % (22.79) 281.81 (3.24) 14.81 (43.56)<br />
in % of gross profit 5.73 7.36 1.92 2.14 1.47<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
133<br />
in million CHF <strong>2012</strong> 2011 2010 2009 2008<br />
Depreciation and amortization 73.9 37.9 47.0 49.8 47.8<br />
Change in % 94.99 (19.37) (5.65) 4.33 (22.33)<br />
in % of gross profit 5.04 2.57 3.18 3.62 2.74<br />
Personnel expenses 955.0 892.4 890.9 879.1 992.5<br />
Personnel<br />
Number of employees at year-end (world) 15,224 15,051 14,136 13,570 14,804<br />
Number of employees at year-end (Switzerland) 759 775 749 737 778<br />
Productivity ratios (CHF)<br />
Net sales per average employee 434,643 425,226 503,703 429,864 582,867<br />
Gross profit per average employee 96,229 96,624 104,062 99,343 114,356<br />
Personnel expenses per average employee 62,730 58,380 62,641 63,430 65,163<br />
Personnel cost in % of gross profit 65.19 60.42 60.20 63.85 56.99<br />
Leverage (liabilities / equity) 1.63 1.35 1.46 1.24 1.27<br />
Net interest-bearing liabilities (391) (591) (546) (535) (381)<br />
Gross gearing (interest-bearing liabilities / equity) 0.00 0.01 0.01 0.02 0.02<br />
Net gearing (net interest-bearing liabilities / equity) (0.53) (0.65) (0.68) (0.63) (0.44)<br />
ROCE (EBIT less tax / capital employed) in % (19.10) 43.22 (5.40) 6.14 23.03<br />
Current cash debt coverage ratio<br />
(net operating cash flow / average current liability) (0.05) 0.19 0.04 0.27 0.19<br />
Cash debt coverage ratio<br />
(net operating cash flow / average total liability) (0.06) 0.16 0.03 0.24 0.16<br />
Return on equity in % (8.5) 14.9 (3.1) 1.2 12.1<br />
Change in % (157.05) (575.95) (360.88) (89.97) (42.92)<br />
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134 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
Consolidated Statement of Financial Position in CHF<br />
Five-year review<br />
in million CHF <strong>2012</strong> 2011 2010 2009 2008<br />
ASSETS 1,957 2,135 1,989 1,925 1,971<br />
Change in % (8.36) 7.34 3.36 (2.35) (13.48)<br />
Current assets 1,595 1,745 1,686 1,599 1,679<br />
Change in % (8.60) 3.50 5.48 (4.78) (12.64)<br />
Liquid funds 393 599 555 548 401<br />
Change in % (34.39) 7.77 1.30 36.69 12.00<br />
Receivables and other current assets 1,202 1,147 1,131 1,050 1,278<br />
Change in % 4.80 1.41 7.66 (17.80) (18.28)<br />
Non-current assets 362 390 303 326 292<br />
Change in % (7.18) 28.72 (7.04) 11.66 (18.00)<br />
Property, plant and equipment 130 113 114 141 148<br />
Change in % 15.04 (0.57) (19.42) (4.35) (11.89)<br />
Financial assets 97 135 111 113 70<br />
Change in % (28.15) 21.62 (1.53) 60.07 (31.29)<br />
Intangible assets 134 142 78 72 74<br />
Change in % (5.63) 81.51 8.65 (2.52) (14.06)<br />
LIABILITIES AND EQUITY 1,957 2,135 1,989 1,925 1,971<br />
Change in % (8.32) 7.34 3.36 (2.35) (13.48)<br />
Liabilities 1,207 1,220 1,177 1,061 1,100<br />
Change in % (1.08) 3.68 10.93 (3.50) (12.18)<br />
Payables, accruals and deferred income 1,008 1,002 914 878 912<br />
Change in % 0.60 9.71 4.05 (3.69) (13.65)<br />
Borrowings 2 8 10 13 20<br />
Change in % (75.00) (22.70) (24.43) (36.49) (39.38)<br />
Provisions 197 210 254 170 167<br />
Change in % (6.19) (17.02) 49.17 1.54 2.91<br />
Non-controlling interests 9 9 8 7 8<br />
Equity 741 906 804 857 864<br />
Change in % (18.19) 12.62 (6.10) (0.83) (15.25)<br />
Share capital 2 50 50 50 50<br />
Change in % (96.00) 0.00 0.00 0.00 0.00<br />
Treasury shares (10) (197) (196) (193) (198)<br />
Change in % (94.93) 0.65 1.78 (2.62) 95.03<br />
Translation reserves (165) (162) (151) (136) (146)<br />
Change in % 1.85 7.30 10.70 (6.51) 96.03<br />
Retained earnings and other reserves 914 1,215 1,101 1,136 1,157<br />
Change in % (24.77) 10.34 (3.02) (1.89) 1.09<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
135<br />
Key Figures in EUR<br />
Five-year review<br />
in million EUR <strong>2012</strong> 2011 2010 2009 2008<br />
Forwarding services 6,692 6,440 6,293 4,861 6,677<br />
Change in % 3.91 2.34 29.46 (27.20) 3.99<br />
Net forwarding revenue 5,490 5,281 5,196 3,945 5,594<br />
Change in % 3.96 1.64 31.71 (29.48) 6.35<br />
Gross profit 1,216 1,200 1,074 912 1,097<br />
Change in % 1.33 11.73 17.76 (16.86) (0.09)<br />
in % of net revenue 22.15 22.72 20.67 23.12 19.61<br />
Consolidated (loss)/profit (58.2) 103.5 (18.9) 6.9 71.7<br />
Change in % (156.23) (647.62) (373.91) (90.38) (44.07)<br />
in % of gross profit (4.79) 8.63 (1.76) 0.76 6.54<br />
EBITDA 30.3 172.3 45.2 52.8 151.7<br />
Change in % (82.41) 281.19 (14.39) (65.19) (30.95)<br />
in % of gross profit 2.49 14.36 4.21 5.79 13.83<br />
EBITA 4.4 149.2 17.0 28.1 129.0<br />
Change in % (97.05) 777.65 (39.50) (78.22) (31.78)<br />
in % of gross profit 0.36 12.43 1.58 3.08 11.76<br />
EBIT (31.0) 141.5 11.1 19.8 121.6<br />
Change in % (121.91) 1,174.77 (43.94) (83.72) (33.26)<br />
in % of gross profit (2.55) 11.79 1.03 2.17 11.08<br />
Cash generated from operations (32.9) 186.1 54.6 206.5 172.9<br />
Change in % (117.68) 240.84 (73.56) 19.43 (25.51)<br />
in % of gross profit (2.71) 15.51 5.08 22.64 15.76<br />
Net cash from operating activities (59.3) 157.2 26.9 172.0 121.7<br />
Change in % (137.72) 484.39 (84.36) 41.33 (4.55)<br />
in % of gross profit (4.88) 13.10 2.50 18.86 11.09<br />
Free cash flow (68.0) 34.0 4.5 149.6 107.2<br />
Change in % (300.00) 655.56 (96.99) 39.55 27.47<br />
in % of gross profit (5.59) 2.83 0.42 16.40 9.77<br />
Net working capital 111.0 70.0 114.3 89.0 236.1<br />
Change in % 58.57 (38.76) 28.43 (62.30) (19.45)<br />
Capital expenditure on fixed assets 69.7 42.1 32.0 28.2 39.2<br />
Change in % 65.56 31.56 13.48 (28.06) 28.52<br />
in % of gross profit 5.73 3.51 2.98 3.09 3.57<br />
Net capital expenditure on fixed assets 69.5 89.4 22.8 19.8 17.2<br />
Change in % (22.26) 292.11 15.15 15.12 (37.00)<br />
in % of gross profit 5.72 7.45 2.12 2.17 1.57<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
136 Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
in million EUR <strong>2012</strong> 2011 2010 2009 2008<br />
Depreciation and amortization 61.3 30.8 34.1 33.0 30.1<br />
Change in % 99.03 (9.68) 3.33 9.63 (19.52)<br />
in % of gross profit 5.04 2.57 3.18 3.62 2.74<br />
Personnel expenses 792.4 725.1 646.2 582.2 625.4<br />
Personnel<br />
Number of employees at year-end (world) 15,224 15,051 14,136 13,570 14,804<br />
Number of employees at year-end (Switzerland) 759 775 749 737 778<br />
Productivity ratios (in EUR)<br />
Net sales per average employee 360,615 345,480 365,324 284,632 367,277<br />
Gross profit per average employee 79,874 78,503 75,511 65,801 72,024<br />
Personnel expenses per average employee 52,049 47,436 45,433 42,006 41,061<br />
Personnel cost in % of gross profit 65.16 60.43 60.17 63.84 57.01<br />
Leverage (liabilities / equity) 1.63 1.35 1.46 1.24 1.27<br />
Net interest-bearing liabilities (323) (486) (436) (361) (256)<br />
Gross gearing (interest-bearing liabilities / equity) 0.00 0.01 0.01 0.02 0.02<br />
Net gearing (net interest-bearing liabilities / equity) (0.53) (0.65) (0.68) (0.63) (0.44)<br />
ROCE (EBIT less tax / capital employed) in % (19.10) 43.22 (5.40) 6.14 23.03<br />
Current cash debt coverage ratio<br />
(net operating cash flow / average current liability) (0.05) 0.19 0.04 0.27 0.19<br />
Cash debt coverage ratio<br />
(net operating cash flow / average total liability) (0.06) 0.16 0.03 0.24 0.16<br />
Return on equity in % (8.6) 14.9 (3.1) 1.2 12.1<br />
Change in % (157.05) (575.95) (360.88) (89.97) (42.92)<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
Consolidated Financial Statements<br />
137<br />
Consolidated Statement of Financial Position in EUR<br />
Five-year review<br />
in million EUR <strong>2012</strong> 2011 2010 2009 2008<br />
ASSETS 1,620 1,756 1,590 1,297 1,323<br />
Change in % (7.74) 10.44 22.59 (1.97) (3.36)<br />
Current assets 1,320 1,435 1,348 1,077 1,127<br />
Change in % (8.01) 6.45 25.16 (4.44) (2.42)<br />
Liquid funds 325 492 444 369 269<br />
Change in % (33.94) 10.81 20.33 37.17 25.12<br />
Receivables and other current assets 995 943 904 708 858<br />
Change in % 5.52 4.31 27.68 (17.48) (8.72)<br />
Non-current assets 300 321 242 220 196<br />
Change in % (6.54) 32.64 10.00 12.24 (8.41)<br />
Property, plant and equipment 108 93 91 95 99<br />
Change in % 16.13 2.20 (4.21) (4.04) (1.98)<br />
Financial assets 81 111 89 76 47<br />
Change in % (27.03) 24.72 17.11 61.70 (24.19)<br />
Intangible assets 111 117 62 48 49<br />
Change in % (5.13) 88.71 29.17 (2.04) (5.77)<br />
LIABILITIES AND EQUITY 1,620 1,756 1,590 1,297 1,323<br />
Change in % (7.74) 10.44 22.59 (1.97) (3.36)<br />
Liabilities 999 1,003 941 715 738<br />
Change in % (0.40) 6.59 31.61 (3.12) (1.86)<br />
Payables, accruals and deferred income 834 824 730 592 612<br />
Change in % 1.09 12.88 23.31 (3.27) (3.47)<br />
Borrowings 2 6 8 9 14<br />
Change in % (66.67) (25.00) (11.11) (35.71) (30.00)<br />
Provisions 163 173 203 115 112<br />
Change in % (5.78) (14.78) 76.52 2.68 14.29<br />
Non-controlling interests 8 7 6 5 5<br />
Equity 613 745 643 577 580<br />
Change in % (17.72) 15.86 11.44 (0.52) (5.23)<br />
Share capital 2 41 40 34 34<br />
Change in % (95.12) 2.50 17.65 0.00 13.33<br />
Treasury shares (8) (162) (157) (130) (133)<br />
Change in % (95.06) 3.18 20.77 (2.26) 118.03<br />
Translation reserves (137) (133) (121) (92) (98)<br />
Change in % 3.01 9.92 31.52 (6.12) 117.78<br />
Retained earnings and other reserves 756 999 880 765 777<br />
Change in % (24.32) 13.52 15.03 (1.54) 12.94<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
138 Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements <strong>2012</strong><br />
<strong>Panalpina</strong> World Transport (Holding) Ltd.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
139<br />
Income Statement 140<br />
Balance Sheet as of December 31 (before profit appropriation) 141<br />
Notes to the Financial Statements 142<br />
Appropriation of Available Earnings 144<br />
<strong>Report</strong> of the Statutory Auditor 145<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
140 Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
Income Statement<br />
for the years ended December 31, <strong>2012</strong> and 2011<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Income<br />
Income from participations 1 106,887 87,737<br />
Financial income 2 11,631 41,728<br />
Royalties income 3 37,490 49,577<br />
Release of valuation allowance on loans to Group companies 0 47,268<br />
Total income 156,008 226,310<br />
Expenses<br />
Personnel expenses 4 11,999 13,357<br />
Fines 5 59,232 0<br />
Other administrative expenses 6 6,710 12,973<br />
Financial expenses 7 13,969 10,357<br />
Depreciation and value adjustments on investments 8 60,487 168,740<br />
Total expenses 152,397 205,427<br />
Taxes 839 1,817<br />
Profit for the year 2,772 19,066<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
141<br />
Balance Sheet<br />
as of December 31 (before profit appropriation)<br />
Assets<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Current assets<br />
Cash 1,340 303,247<br />
Cash pool receivables from Group companies 37,920 101,647<br />
Receivables:<br />
– from Group companies 224 3,340<br />
– from third parties 64 242<br />
Financial receivables from Group companies 9 0 167,895<br />
Marketable securities 10 0 20,000<br />
Prepaid expenses and deferred charges 39,029 53,176<br />
Total current assets 78,577 649,547<br />
Non-current assets<br />
Participations 11 405,158 161,361<br />
Loans to Group companies 1 308,329 161,378<br />
Financial assets 7,721 34,234<br />
Treasury shares 12 8,079 84,128<br />
Total non-current assets 729,287 441,101<br />
Total assets 807,864 1,090,648<br />
1<br />
Thereof subordinated CHF 0.0 million (2011: CHF 68.0 million)<br />
Liabilities and Equity<br />
in thousand CHF Notes <strong>2012</strong> 2011<br />
Current liabilities<br />
Cash pool payables to Group companies 24,095 105,152<br />
Payables:<br />
– due to Group companies 264 2,528<br />
– due to third parties 590 1,424<br />
Financial liabilities to Group companies 42,783 79,702<br />
Accrued expenses 13,391 11,977<br />
Total current liabilities 81,123 200,783<br />
Non-current liabilities<br />
Loans due to Group companies 946 0<br />
Provisions 3,577 4,306<br />
Total non-current liabilities 4,523 4,306<br />
Total liabilities 85,646 205,089<br />
Equity<br />
Share capital 13 2,375 50,000<br />
Legal reserve 14 475 10,000<br />
Reserve for own shares 10,018 197,277<br />
Special reserve 256,107 130,573<br />
Retained earnings:<br />
– balance brought forward from previous year 450,471 478,643<br />
– profit for the year 2,772 19,066<br />
Total equity 722,218 885,559<br />
Total liabilities and equity 807,864 1,090,648<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
142 Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
Notes to the Financial Statements<br />
General<br />
The Group’s consolidated financial statements must be considered for an appropriate financial and economic assessment of the <strong>Panalpina</strong><br />
Group. The statutory financial statements of <strong>Panalpina</strong> World Transport (Holding) Ltd. were prepared in accordance with the requirements<br />
of the Swiss Code of Obligations (SCO).<br />
Valuation methods and translation of foreign currencies<br />
Treasury shares are valued at the lower of cost and market value. Marketable securities are reported at market value. All other assets<br />
including participations are reported at cost less appropriate value adjustments. Assets and liabilities denominated in foreign currencies are<br />
translated into Swiss francs (CHF), using year-end rates of exchange, except participations which are translated at historical rates. Resulting<br />
exchange gains and losses are recognized in the income statement with the exception of unrealized gains which are deferred. Transactions<br />
during the year which are denominated in foreign currencies are translated at exchange rates effective at the relevant transaction dates.<br />
1 Income from participations<br />
The increase of CHF 19,150 thousand compared to the prior year is mainly due to a capital gain achieved by the sale of the 12 % investment<br />
of Luxair SA’s shares to the state of Luxembourg.<br />
2 Financial income<br />
The decrease of CHF 30,097 thousand compared to the prior year is attributable to lower foreign exchange gains of CHF 19,085 thousand,<br />
less interest income of CHF 10,306 thousand and reduced income of CHF 1,576 thousand on financial assets.<br />
3 Royalties income<br />
Since 2009, <strong>Panalpina</strong> World Transport (Holding) Ltd. receives a fee from its subsidiaries for usage of the <strong>Panalpina</strong> network and trademark.<br />
This fee decreased in <strong>2012</strong> by CHF 12,087 thousand compared to the prior year.<br />
4 Personnel expenses<br />
In accordance with the stipulations of the Transparency law, the compensation of the key management personnel is disclosed in note 29 of<br />
the Group’s financial statements.<br />
5 Fines<br />
The amount of CHF 59,232 thousand represents the penalties from WEKO and EU anti-trust claims (see note 28 of the Group’s consolidated<br />
financial statements).<br />
6 Other administrative expenses<br />
The reduction of CHF 6,263 thousand in other administrative expenses is mostly attributable to a decline in project costs (CHF 2,462 thousand)<br />
and CHF 2,622 thousand higher settlement repayments from airlines.<br />
7 Financial expenses<br />
The increase in financial expenses of CHF 3,612 thousand is mainly due to higher FX losses of CHF 3,740 thousand.<br />
8 Depreciation and value adjustments on investments<br />
In <strong>2012</strong>, valuation adjustments to participations in subsidiaries amounting to CHF 60,487 thousand were debited to the income statement.<br />
9 Financial receivables and loans to Group companies<br />
In <strong>2012</strong> a new Group company, <strong>Panalpina</strong> International Ltd., was established. This company ensures the financing of the whole <strong>Panalpina</strong><br />
Group by granting loans and establishing cash pool structures in each region. All financing activities were transferred from <strong>Panalpina</strong> World<br />
Transport (Holding) Ltd. to <strong>Panalpina</strong> International Ltd. Therefore all related balances (cash, cash pool receivables and payables, financial<br />
receivables and payables from group companies and loans to and from group companies) are not directly comparable with the prior year.<br />
10 Marketable securities<br />
In the year under review, no investment was made in fixed-term deposits.<br />
11 Participations<br />
The principal direct and indirect subsidiaries of <strong>Panalpina</strong> World Transport (Holding) Ltd. are listed under the heading “Principal Group companies<br />
and participations” on pages 128 to 130.<br />
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Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
143<br />
12 Treasury shares<br />
In the year under review, treasury shares purchased totaled 42,000 shares (2011: 79,042 shares) with an average purchase price per share<br />
of CHF 94.77 (2011: CHF 109.02) and treasury share sales totaled 59,694 shares (2011: 68,492 shares) with an average sale price of<br />
CHF 34.70 (2011: CHF 68.40). All shares (2011: 118,092) are held to be used for the employee option plan.<br />
The <strong>Annual</strong> Meeting of Shareholders held on May 8, <strong>2012</strong> approved the proposal of the Board of Directors to cancel the 1,250,000 repurchased<br />
shares as well as the reduction of the nominal value of the remaining 23,750,000 shares by CHF 1.90 per share. After the cancellation<br />
and the nominal value reduction of the shares, the share capital amounts to CHF 2.375 million.<br />
Due to the reduction of the share capital, the <strong>Annual</strong> Meeting of Shareholders approved the proposal of the Board of Directors to adjust the<br />
authorized capital on May 8, <strong>2012</strong>. The Board of Directors is therefore authorized to create authorized capital to the maximum amount of<br />
CHF 300,000 by issuing a maximum of 3,000,000 registered shares with a nominal value of CHF 0.10 each at any time until May 10, 2013.<br />
The number of treasury shares held by <strong>Panalpina</strong> World Transport (Holding) Ltd. meets the definitions and requirements of art. 659, 659a,<br />
663b para 10 and 671a SCO.<br />
Number of shares 31/12/<strong>2012</strong> 31/12/2011<br />
Movement<br />
in year 31/12/2010<br />
Total <strong>Panalpina</strong> World Transport (Holding) Ltd. shares<br />
issued 23,750,000 (1,250,000) 25,000,000 0 25,000,000<br />
Total treasury shares held by <strong>Panalpina</strong> World Transport<br />
(Holding) Ltd. 100,398 (1,267,694) 1,368,092 10,550 1,357,542<br />
in % 0.42 5.47 5.43<br />
13 Share capital<br />
The fully paid-in share capital on December 31, <strong>2012</strong> amounts to CHF 2.375 million consisting of 23.75 million registered shares at a par value<br />
of CHF 0.10 each. With regard to the authorized capital increase we refer to note 23 in the Group’s financial statements.<br />
in % <strong>2012</strong> 2011*<br />
Shareholders<br />
Ernst Göhner Stiftung, Switzerland 45.94 43.58<br />
Cevian Capital II Master Fund L.P. 11.97 11.37<br />
Bestinver Gestión, S.G. SGIIC, Spain 5.32 5.05<br />
Artisan Partners Limited Partnership, USA 5.28 5.01<br />
Portfolio investment (according to the share register, there are no more shareholders<br />
with holdings of more than 3 % or 5 %) 31.07 29.52<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. 0.42 5.47<br />
*<br />
restated considering own shares of <strong>Panalpina</strong><br />
14 Legal reserves<br />
The legal reserve must be at least 20 % of the share capital of <strong>Panalpina</strong> World Transport (Holding) Ltd. in order to comply with the SCO.<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. has met the legal requirements for legal reserves under art. 671 SCO.<br />
15 Guarantees<br />
in thousand CHF <strong>2012</strong> 2011<br />
Guarantees in favor of third parties<br />
Guarantees and indemnity liabilities, SCO, art. 663b para 1 486,529 198,780<br />
Additionally, <strong>Panalpina</strong> World Transport (Holding) Ltd., Basel, has issued letters of awareness in favor of various banks concerning liabilities<br />
due from subsidiaries amounting to CHF 0.1 million (previous year: CHF 2.7 million).<br />
16 Contingent liabilities<br />
In 2008, <strong>Panalpina</strong> World Transport (Holding) Ltd. has signed a letter of indemnity as a security for the intraday cash pool overdraft limits over<br />
a maximum amount of CHF 64,000 thousand (2011: CHF 60,000 thousand).<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd. carries joint liability to the federal tax authorities for value-added tax of all Swiss subsidiaries.<br />
17 Pending legal claims<br />
The status of the proceedings are disclosed under “pending legal claims“ in the consolidated financial statements <strong>2012</strong> (pages 126 and 127).<br />
18 Risk management<br />
The detailed disclosures regarding risk management/assessment that are required by Swiss law are included in note 17 and 18 of the<br />
Group’s consolidated financial statements on pages 106 to 112.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
144 Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
Appropriation of Available Earnings<br />
The Board of Directors proposes the following appropriation of available earnings of total CHF 453,242,840 at the <strong>Annual</strong> General Meeting:<br />
in CHF <strong>2012</strong><br />
Distribution of an ordinary dividend of CHF 2.00 gross per share* 47,299,204<br />
To be carried forward 405,943,636<br />
Total 453,242,840<br />
*<br />
It is not planned to pay dividends on own shares held by the Group.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Financial <strong>Report</strong><br />
<strong>Annual</strong> Financial Statements<br />
145<br />
<strong>Report</strong> of the Statutory Auditor on the Financial<br />
Statements to the General Meeting of Shareholders of<br />
<strong>Panalpina</strong> World Transport (Holding) Ltd., Basel<br />
As statutory auditor, we have audited the accompanying financial statements of <strong>Panalpina</strong> World Transport (Holding) Ltd., which comprise<br />
the balance sheet, income statement and notes on pages 140 to 144 for the year ended December 31, <strong>2012</strong>.<br />
Board of Directors’ Responsibility<br />
The board of directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and<br />
the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant<br />
to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The board of directors<br />
is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable<br />
in the circumstances.<br />
Auditor’s Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with<br />
Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance<br />
whether the financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures<br />
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements,<br />
whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s<br />
preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose<br />
of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness<br />
of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of<br />
the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit<br />
opinion.<br />
Opinion<br />
In our opinion, the financial statements for the year ended December 31, <strong>2012</strong> comply with Swiss law and the company’s articles of<br />
incorporation.<br />
<strong>Report</strong> on Other Legal Requirements<br />
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO<br />
and article 11 AOA) and that there are no circumstances incompatible with our independence.<br />
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists,<br />
which has been designed for the preparation of financial statements according to the instructions of the board of directors.<br />
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation.<br />
We recommend that the financial statements submitted to you be approved.<br />
KPMG AG<br />
Regula Wallimann<br />
Licensed Audit Expert<br />
Auditor in Charge<br />
Martin Rohrbach<br />
Licensed Audit Expert<br />
Zurich, March 1, 2013<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
146 GRI<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
73<br />
<strong>Panalpina</strong> World Transport<br />
(Holding) Ltd.<br />
Viaduktstrasse 42<br />
P.O. Box<br />
CH-4002 Basel<br />
Phone +41 61 226 11 11<br />
Fax +41 61 226 11 01<br />
info@panalpina.com<br />
www.panalpina.com<br />
The <strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> is published<br />
in German and English.<br />
For additional copies please refer to the<br />
above addresses.<br />
An electronic version is available at:<br />
www.panalpina.com/ar<strong>2012</strong><br />
Project management<br />
Heidi Stöckli, Corporate Communication, <strong>Panalpina</strong><br />
Concept and design<br />
Ramstein Ehinger Associates AG, Zurich<br />
Portraits<br />
Julian Salinas, Basel<br />
Photography «A Passion for Solutions»<br />
Peter Hebeisen, Zurich<br />
Translations and editing<br />
Word + Image, Zufikon and Rotstift, Basel<br />
Lithography<br />
Blue Horizon, Winterthur<br />
Printed by<br />
Neidhart + Schön AG, Zurich<br />
Consultant on sustainability<br />
sustainserv, Zurich and Boston<br />
Disclaimer<br />
Certain sections of this <strong>Annual</strong> <strong>Report</strong> may contain forward-looking<br />
statements that are based on management’s<br />
expectations, estimates, projections and assumptions.<br />
These statements are not guarantees of future performance<br />
and involve certain risks and uncertainties, which are difficult<br />
to predict. Therefore, future developments and trends<br />
may differ materially from what is forecast in forward-looking<br />
statements.<br />
All forward-looking statements speak only as of the date of<br />
their publication or, in the case of any document incorporated<br />
by reference, the date of that document. All subsequent<br />
written and oral forward-looking statements attributable to<br />
the Company or any person acting on the Company’s behalf<br />
are qualified by the cautionary statements. The Company<br />
does not undertake any obligation to update or publicly release<br />
any revisions to forward-looking statements to reflect<br />
events, circumstances or changes in expectations after the<br />
date of this report.<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
<strong>Panalpina</strong> World Transport<br />
(Holding) Ltd.<br />
Viaduktstrasse 42<br />
P.O. Box<br />
CH-4002 Basel<br />
Phone +41 61 226 11 11<br />
Fax +41 61 226 11 01<br />
info@panalpina.com<br />
www.panalpina.com