22.12.2012 Views

Panalpina Annual Report 2011

Panalpina Annual Report 2011

Panalpina Annual Report 2011

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

<strong>Annual</strong> <strong>Report</strong><br />

<strong>2011</strong><br />

A passion for solutions


Contents<br />

Letter to Shareholders 4<br />

<strong>Report</strong> of the Executive Board 6<br />

Group Management Structure 15<br />

<strong>Report</strong>ing Regions 16<br />

Product Divisions 18<br />

CEO Statement 30<br />

Success Factors<br />

Global Network 34<br />

Industry Verticals 36<br />

Employees 38<br />

Compliance and Corporate Culture 40<br />

Information Technology 42<br />

Procurement 43<br />

Quality, Security and HSE 44<br />

Responsibilities<br />

Social Commitment 49<br />

Corporate Governance 50<br />

Global <strong>Report</strong>ing Initiative 61<br />

Consolidated and<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

Consolidated Financial Statement 64<br />

<strong>Annual</strong> Financial Statement 134<br />

Appendix<br />

Information for Investors 142<br />

Pictures 144<br />

Imprint 145


Five-year development<br />

in million CHF<br />

Net forwarding revenue<br />

10,500<br />

9,000<br />

7,500<br />

6,000<br />

4,500<br />

3,000<br />

1,500<br />

0<br />

EBIT<br />

320<br />

280<br />

240<br />

200<br />

160<br />

120<br />

80<br />

40<br />

0<br />

1,000<br />

875<br />

750<br />

625<br />

500<br />

375<br />

250<br />

125<br />

0<br />

8,641<br />

8,878<br />

2007 2008 2009 2010 <strong>2011</strong><br />

Shareholders’ equity<br />

Glossary<br />

299<br />

1,026<br />

193<br />

871<br />

Twenty-foot Equivalent Unit (TEU)<br />

Unit of measurement based on a 20-foot ISO container<br />

(6.10 meters long)<br />

Full Container Load (FCL)<br />

This refers to containers that are fully loaded by the consignor and<br />

unloaded by the recipient at the destination.<br />

Less than Container Load (LCL)<br />

This refers to part-loads or small loads that are grouped together and<br />

transported in containers throughout the transport chain.<br />

5,958<br />

30<br />

864<br />

7,164<br />

15<br />

812<br />

6,500<br />

174<br />

2007 2008 2009 2010 <strong>2011</strong><br />

915<br />

2007 2008 2009 2010 <strong>2011</strong><br />

Gross profit<br />

2,050<br />

1,900<br />

1,750<br />

1,600<br />

1,450<br />

1,300<br />

1,150<br />

1,000<br />

1,803<br />

Consolidated profit<br />

245<br />

210<br />

175<br />

140<br />

105<br />

70<br />

35<br />

0<br />

–35<br />

1,742<br />

1,377<br />

1,480<br />

1,477<br />

2007 2008 2009 2010 <strong>2011</strong><br />

211<br />

114<br />

10<br />

–26<br />

127<br />

2007 2008 2009 2010 <strong>2011</strong><br />

The containers are unloaded when they reach the various recipients<br />

at different destinations. The term LCL is used mainly for containers<br />

shipped as ocean freight.<br />

Ocean freight and air freight: a comparison of capacity<br />

The capacity of a 12,000-TEU container ship is equivalent to that of<br />

1,000 Boeing 747 cargo planes.<br />

The English version takes precedence over the German version.


<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, combining intercontinental air<br />

and ocean freight with comprehensive Value-Added Logistics<br />

Services and Supply Chain Services.<br />

Thanks to its in-depth industry know-how and customized<br />

IT systems, <strong>Panalpina</strong> provides globally integrated end-toend<br />

solutions tailored to its customers’ supply chain management<br />

needs. <strong>Panalpina</strong> operates a global network with<br />

some 500 branches in more than 80 countries. In a further<br />

80 countries, it cooperates closely with partner companies.<br />

<strong>Panalpina</strong> employs approximately 15,500 people worldwide.<br />

<strong>Panalpina</strong>’s business model: focussed to deliver end-to-end supply chain solutions<br />

Standard<br />

Warehousing<br />

Core Services<br />

Supply Chain Services<br />

Air and<br />

Ocean Freight<br />

Value-Added Logistics Services<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.<br />

Overland


Key figures <strong>2011</strong><br />

Net forwarding revenue per product division<br />

Air Freight<br />

Ocean Freight<br />

Logistics<br />

Net forwarding revenue of CHF 6,500 million<br />

Currency adjusted gross profit increase by 12 % year-on-year, supported<br />

by organic growth across all regions and product divisions<br />

Consolidated profit of CHF 127 million<br />

Net working capital intensity at all-time low of 1.1 %<br />

Forwarding volumes: 848,000 tons in Air Freight (– 5 % year-on-year) and<br />

1,310,000 TEUs in Ocean Freight (+ 6 % year-on-year)<br />

Returns<br />

36%<br />

14%<br />

50%<br />

in % <strong>2011</strong> 2010<br />

Return on equity (ROE) 14.9 – 3.1<br />

Return on capital employed (ROCE) 43.2 – 5.4<br />

Net forwarding revenue per region<br />

Europe, Middle East, Africa and CIS<br />

North America<br />

Central and South America<br />

19%<br />

13%<br />

49%<br />

Asia Pacific 19%<br />

Share price development in comparison to SPI<br />

Swiss Performance Index (SPI)<br />

<strong>Panalpina</strong> World Transport<br />

Dec 31,<br />

2010<br />

Mar 1 May 1 Jul 1 Sep 1 Nov 1 Dec 31,<br />

<strong>2011</strong><br />

110%<br />

100%<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

90%<br />

80%<br />

70%<br />

60%


4<br />

Letter to Shareholders<br />

Sustainably profitable<br />

With a consolidated profit of CHF 127 million, <strong>Panalpina</strong> left an economically volatile<br />

year behind and entered a new year strengthened for the future. Concentration on<br />

the strategic orientation and the consistent focus on profitability are already paying off.<br />

Stakeholders can be paid a dividend.<br />

<strong>Panalpina</strong> closed the year under review with a solid business<br />

result. It recorded a gross profit of CHF 1,477 million and<br />

consolidated earnings of CHF 127 million. In comparison to<br />

2010, <strong>Panalpina</strong>’s ocean freight volumes grew by 6 % to<br />

a new record of 1,310,000 TEUs transported. Air freight<br />

forwarding volumes sank by 5 % to 848,000 million tons,<br />

but an increase in gross profit per ton of air freight compensated<br />

the decline in volumes. The Company acquired new<br />

business and expanded existing mandates in all customer<br />

segments.<br />

Clear growth strategy<br />

In its corporate strategy, <strong>Panalpina</strong> confirmed its role as<br />

one of the leading providers of global supply chain solutions<br />

and dedicated itself to sustainable, profitable growth. The<br />

focus on profitability with a product-oriented organization<br />

targeted towards strategic customer segments has already<br />

proven itself in the reporting year. The ten centers of expertise<br />

are targeted entirely toward the needs of customers,<br />

which enables to recognize and develop market niches and<br />

future markets. The asset-light business model has again<br />

proved its flexibility. It enables <strong>Panalpina</strong> to rapidly and efficiently<br />

react to uncertain market situations in order to take<br />

advantage of growth opportunities.<br />

To implement the corporate strategy with its ambitious<br />

growth objectives in the regions, <strong>Panalpina</strong> will introduce<br />

three regional CEOs in 2012. This places the decision<br />

makers closer to the customers, which enhances <strong>Panalpina</strong>’s<br />

clout in the markets. The three regional CEOs will belong<br />

to the Executive Committee, the operative management<br />

body. The regional management structure will be kept lean.<br />

Another route for generating growth is through acquisitions.<br />

<strong>Panalpina</strong> consistently reviews potential acquisitions for<br />

their value-generating and strategic potential. <strong>Panalpina</strong><br />

found such a candidate in early <strong>2011</strong> with Grieg Logistics.<br />

<strong>Panalpina</strong> can expand its global presence with this Norwegian<br />

logistics service provider, particularly in the oil and<br />

gas industry, and integrate the know-how. Despite the<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

constant investments in organic growth, <strong>Panalpina</strong> remains<br />

practically without debt. The Company is financially solid,<br />

with adequate cash reserves and remains open to opportunities<br />

for acquisitions that make a good fit.<br />

Board of Directors and Executive Board<br />

With Lars Förberg and Knud Elmholdt Stubkjær, the <strong>Annual</strong><br />

General Meeting elected two new proven experts to the<br />

Board of Directors on May 10, <strong>2011</strong>. The Swedish citizen<br />

Lars Förberg, is Managing Partner and co-founder of<br />

Cevian Capital. The Dane Knud Elmholdt Stubkjær, looks<br />

back on a long and successful career in the shipping industry,<br />

including as CEO of the Mærsk Line, which belongs<br />

to the Danish A.P. Møller-Mærsk Group. Board member<br />

Günter Rohrmann stood down from the Board at the <strong>Annual</strong><br />

General Meeting. The composition of the Executive Board<br />

remained unchanged in <strong>2011</strong>.<br />

Dividend payout<br />

Based on the solid results of the <strong>2011</strong> business year, the<br />

Board of Directors of <strong>Panalpina</strong> World Transport (Holding)<br />

Ltd. proposes to the <strong>Annual</strong> General Meeting a dividend<br />

payout of CHF 2.00 and a nominal value payback of<br />

CHF 1.90 per share.<br />

Appreciation<br />

<strong>Panalpina</strong> thanks the high motivation and excellent commitment<br />

of its employees for the success and positive development<br />

in <strong>2011</strong>. They deserve the highest recognition from<br />

the entire Board of Directors and the Executive Board. We<br />

extend our thanks to our customers and suppliers for the<br />

partnership and the trust placed in the Company, as well as<br />

our valued shareholders for their loyalty and constant confidence.<br />

We look forward to a successful future together.<br />

Monika Ribar Rudolf W. Hug<br />

Chief Executive Officer Chairman of the Board<br />

of Directors


Letter to Shareholders<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

5


6<br />

<strong>Report</strong> of the Executive Board<br />

Focused execution leads to solid financial results<br />

The year <strong>2011</strong> was characterized by widespread uncertainty of economic prospects,<br />

resulting in nervous market behavior and high volatility. Growth slowed, particularly in<br />

the debt-burdened economies of the eurozone and the United States, where consumer<br />

confidence slid to very low levels. However, robust growth continued in many emerging<br />

markets, led in size by China, India and Brazil. Furthermore, the Company’s reporting<br />

currency, the Swiss franc, appreciated significantly against all major currencies during<br />

the reporting year and impacted the Group’s financial results materially. In this challenging<br />

environment, <strong>Panalpina</strong> achieved solid organic gross profit growth and further<br />

solidified its position within the industry. Sticking to its focused strategy of going for<br />

sustainable and profitable growth, the Group managed to increase its profitability, further<br />

expanded its profit margins and generated a substantial amount of free cash flow.<br />

Market development<br />

After a period of strong growth in 2010, world trade and<br />

global freight markets were characterized by the uncertainty<br />

of economic prospects around the world in <strong>2011</strong>.<br />

The International Monetary Fund estimates that global trade<br />

volumes rose approximately 7 % in <strong>2011</strong> – only about half<br />

of the 13 % growth rate posted the year before, which had<br />

been boosted by the restocking of inventories. In addition,<br />

and in contrast to 2010, growth in <strong>2011</strong> was relatively<br />

unevenly distributed across geographical trade lanes and<br />

transport modes. The amount of international cargo moved<br />

by air freight in <strong>2011</strong> slightly declined compared to the year<br />

before and thus once again fell short of the record volumes<br />

reached in 2007. In contrast, the global ocean freight<br />

market developed more robustly, growing by more than<br />

5 %, making <strong>2011</strong> a new record year with some 160 million<br />

TEUs transported on the ocean globally.<br />

Freight moved on two of <strong>Panalpina</strong>’s major trade lanes,<br />

the far east westbound and transpacific eastbound routes –<br />

jointly comprising around one quarter (Air) and one third<br />

(Ocean) of the Group’s volumes – developed under-proportionately<br />

in <strong>2011</strong> in comparison with cargo moved on other<br />

trade lanes due to relatively lackluster imports into Europe<br />

and North America. In Japan, the world’s fourth largest<br />

economy, the devastating earthquake and tsunami in March<br />

led to a major disruption of economic activity for several<br />

weeks, although, fortunately, with no major adverse consequences<br />

for either <strong>Panalpina</strong> employees or for the Group’s<br />

business.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

At the same time, above-average growth was recorded for<br />

trade lanes connecting some of the largest emerging<br />

markets, such as China, India and Brazil – markets in which<br />

<strong>Panalpina</strong> continued to invest and further expanded its<br />

presence during the year under review. As such, in <strong>2011</strong>,<br />

three new offices were opened in India (Ahmedabad,<br />

Jaipur and Ludhiana). In China, <strong>Panalpina</strong> complemented<br />

its increasing footprint in the central part of the country<br />

through the opening of an office in Chongqing at the beginning<br />

of the year, adding to the two branches in Wuhan<br />

and Chengdu, bringing the total number of offices in the<br />

Greater China region to 20. In addition, <strong>Panalpina</strong> also<br />

opened a logistics center in Tianjin, which marked an important<br />

milestone in the Group’s forward strategy to extend<br />

its Value-Added Logistics Services capabilities.<br />

Strengthening of the corporate platform<br />

Throughout the year, notwithstanding an increasingly<br />

cloudy economic environment, <strong>Panalpina</strong> kept its focus on<br />

further strengthening its corporate platform and setting the<br />

ground for leveraging future growth. During the first half<br />

of the year, the Group also reviewed, clarified and refined<br />

its strategy for the years to come and, in this context, in<br />

June, the Group announced a mid-term target of raising the<br />

EBITDA-to-gross profit conversion ratio to 20 % by 2014.<br />

<strong>Panalpina</strong>’s ambition is to offer comprehensive end-to-end<br />

supply chain solutions to its customers, with the core<br />

service offering in Air and Ocean Freight complemented<br />

by Supply Chain Services and Value-Added Logistics<br />

Services.


Executive Board (clockwise): Monika Ribar (President and CEO), Marco Gadola (Chief Financial Officer),<br />

Karl Weyeneth (Chief Operating Officer), Christoph Hess (Chief Legal Officer and Corporate Secretary) and<br />

Alastair Robertson (Chief Human Resources Officer)<br />

<strong>Report</strong> of the Executive Board<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

7


8<br />

<strong>Report</strong> of the Executive Board<br />

On a product level, all three product divisions (Air Freight,<br />

Ocean Freight, Logistics) were strengthened by a number<br />

of key divisional management hires during the reporting<br />

year. Moreover, <strong>Panalpina</strong> also continued its strict focus on<br />

restoring unit profitability, particularly gross profit per ton<br />

of air freight, which rose 9 % year-on-year (+ 21 % in local<br />

currencies). As a consequence, a number of larger, yet unprofitable<br />

customer contracts were not renewed, leading<br />

to an adverse effect on the Group’s transported air freight<br />

volumes, because, in a declining market, the volumes<br />

represented by these contracts could not be immediately<br />

replaced with new business. In terms of product innovation,<br />

<strong>Panalpina</strong> signed a new ACMI (aircraft, crew, maintenance<br />

and insurance) contract for two Boeing 747-8Fs with<br />

one of its long-term business partners. The aircraft will enter<br />

service in the first half of 2012 and operate in <strong>Panalpina</strong>’s<br />

unique own-controlled air freight network, replacing two<br />

Boeing 747-400Fs. Compared to the 747-400F, the industry’s<br />

newest freighter has 16 % additional cargo volume,<br />

but is expected to have the lowest carbon dioxide emissions<br />

in its class. With the new aircraft, <strong>Panalpina</strong> is optimally set<br />

up to meet industry specific requirements and the increasing<br />

demand for large-freighter capacity, especially in the<br />

Healthcare, Hi-tech, Automotive and Oil and Gas verticals.<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 more than 50 new LCL point-to-point services<br />

in <strong>2011</strong>. Most of the new regular services run out of Asia<br />

and meet increased customer demand for reliable LCL<br />

solutions on the Intra Asia and Asia-Europe trades.<br />

In the third product division, Logistics, the Group extended<br />

its product line with a range of new services which all support<br />

the strategic focus of offering value-added services to<br />

customers. In addition to launching regional centers of<br />

expertise on three continents, <strong>Panalpina</strong> also opened several<br />

new logistics centers, including a facility in Huntsville<br />

(USA). The 3,700 square-meter Huntsville Logistics Center<br />

is situated in close proximity to the <strong>Panalpina</strong> Huntsville<br />

hub and provides complete kitting and parts assembly as<br />

well as temperature-controlled storage areas.<br />

Out of its nine existing industry verticals where <strong>Panalpina</strong><br />

has a dedicated setup in place to effectively serve its customers<br />

with industry-specific solutions, four focus industry<br />

verticals were defined, which are particularly well aligned<br />

with the product strategies: Consumer and Retail, Healthcare,<br />

Hi-tech, and Oil and Gas. In terms of gross profit<br />

growth, the largest advances during the reporting year<br />

came from Automotive, Healthcare, Hi-tech, Telecom and<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Fashion. In Oil and Gas, the signing of a strategic services<br />

master agreement with one of the world’s largest oil and<br />

gas companies marked a major milestone in the execution<br />

of the Group’s growth strategy. The scope of the multi-year<br />

agreement comprises transportation services for air, ocean,<br />

road and rail, industrial projects, freight management and<br />

other logistics services connected with the exploration and<br />

production of oil and gas.<br />

While <strong>Panalpina</strong> aims for predominantly organic growth, it<br />

also looks selectively into acquisition opportunities to support<br />

and accelerate the execution of the corporate strategy.<br />

One company which the Group identified as an optimal<br />

strategic fit and acquired in <strong>2011</strong> is Grieg Logistics, a leading<br />

logistics provider to the Norwegian oil and gas industry<br />

with approximately 100 staff and an annual turnover of<br />

roughly NOK 400 million (CHF 67 million). Through this acquisition,<br />

<strong>Panalpina</strong> added seven new locations in Norway<br />

and thus significantly expanded its presence in the country.<br />

Through the set of initiatives embarked on during the year,<br />

complemented by a new volume record in Ocean Freight,<br />

<strong>Panalpina</strong> achieved a solid organic (ie, expressed in local<br />

currencies) gross profit growth of 12 % and thus managed<br />

to further solidify its position within the industry. Furthermore,<br />

through effective cost management, profitability was<br />

significantly increased and profit margins further expanded<br />

in <strong>2011</strong>.<br />

Outlook<br />

The economic situation in many of the developed nations –<br />

a majority of which are struggling with critical levels of debt<br />

and continuously high levels of unemployment – is set to<br />

remain challenging in the years ahead, while the stability of<br />

the financial sector yet needs to be restored. On the other<br />

hand, growth prospects for many of the emerging economies<br />

remain promising. Regardless of the short-term economic<br />

environment and in line with its sustainable, profitable<br />

growth strategy, <strong>Panalpina</strong> remains committed to further<br />

improving productivity while continuing to invest selectively<br />

and specifically in Marketing and Sales, IT and Value-Added<br />

Logistics Services competence and maintaining a strong<br />

focus on cost control – all with the aim of delivering reliable<br />

solutions to our customers and ensuring above-market<br />

growth. To facilitate implementation of the corporate strategy,<br />

to drive growth and increase profitability, the <strong>Panalpina</strong><br />

Group will put in place (effective July 1, 2012) three regional<br />

CEOs (with respective respon sibility for Asia Pacific, Europe<br />

and Middle East, and the Americas), each supported by a<br />

small team of dedicated regional resources. With this lean<br />

regional setup, the decision-making power will shift from


<strong>Panalpina</strong>’s headquarters closer to where decisions are<br />

made by its customer base, facilitating exploitation of<br />

regional and local growth opportunities in the various markets<br />

where <strong>Panalpina</strong> operates.<br />

Overall, Group management expects world trade and<br />

global outsourcing to expand further in the years to come,<br />

albeit with a bias towards the emerging economies –<br />

particularly in Asia, Latin America and Africa, which will<br />

continue to gain in relative importance. With its global and<br />

asset-light network, coupled with the ability to react swiftly<br />

and offer its customers first-class, tailor-made, end-toend<br />

supply chain solutions, <strong>Panalpina</strong> is well prepared to<br />

take advantage of the growth opportunities ahead and<br />

to further enlarge its footprint in the global logistics market.<br />

Net forwarding revenue (NFR)<br />

With the Swiss franc as its reporting currency, <strong>Panalpina</strong>’s<br />

financial results in <strong>2011</strong> were massively distorted by the<br />

strength of the Swiss franc versus all foreign currencies<br />

relevant to the Company. On average, the euro and the<br />

US dollar lost approximately 11 % and 15 %, respectively, in<br />

value against the Swiss franc during the reporting year.<br />

Net forwarding revenue amounted to CHF 6,500 million,<br />

a reduction of 9 % compared to the CHF 7,164 million the<br />

year before, yet in local currencies, NFR advanced 2 %<br />

versus the prior year. This slight increase can be attributed<br />

to a variety of factors, including a balanced volume effect<br />

(more shipments handled in Ocean Freight and Logistics,<br />

fewer shipments handled in Air Freight) as well as factors<br />

over which <strong>Panalpina</strong> has limited influence, such as a significant<br />

increase in oil prices, resulting in higher fuel surcharges,<br />

which were counterbalanced by sharply lower average<br />

freight rates prevailing in the market caused by significant<br />

overcapacities.<br />

At regional level, net forwarding revenue declined in all<br />

four reporting regions due to a variety of factors. In Europe,<br />

Middle East, Africa and CIS (EMEA), NFR decreased 13 %<br />

to CHF 3,171 million. This region recorded a material adverse<br />

translation impact from the weak euro, and was also<br />

affected by the import weakness of many European economies<br />

and falling freight rates. EMEA remains <strong>Panalpina</strong>’s<br />

largest region in revenue terms, contributing to almost half<br />

of the Group’s turnover.<br />

In North America, NFR fell by 10 % to CHF 1,270 million, a<br />

large part of which can be attributed to the depreciating<br />

<strong>Report</strong> of the Executive Board<br />

US dollar. Moreover, persistently low consumer confidence<br />

resulted in lower import volumes.<br />

Compared to 2010, <strong>Panalpina</strong>’s NFR in <strong>2011</strong> in Central and<br />

South America declined 1 % to CHF 834 million. The Group<br />

recorded strong double-digit volume growth in this region<br />

on the import side, while the currency translation effect<br />

and falling freight rates both acted as a drag on turnover.<br />

The Asia Pacific region saw a decline in NFR of 4 % to<br />

CHF 1,225 million. Also here, the translation of locally generated<br />

turnover into Swiss francs along with severely<br />

depressed freight rates, particularly on the Asia-Europe<br />

route, overshadowed double-digit volume growth rates on<br />

lanes such as Asia to Latin America and Intra Asia.<br />

In <strong>2011</strong>, the <strong>Panalpina</strong> Group generated 49 % of its net forwarding<br />

revenue in Europe, Middle East, Africa and CIS,<br />

19 % each in North America and Asia Pacific and 13 % in<br />

Central and South America.<br />

Net forwarding revenue per region<br />

<strong>2011</strong> 2010<br />

in million CHF<br />

4,000<br />

3,000<br />

2,000<br />

1,000<br />

0<br />

3,171<br />

3,640<br />

Europe, Middle East,<br />

Africa and CIS<br />

1,270<br />

1,409<br />

North<br />

America<br />

834<br />

845<br />

Central and<br />

South America<br />

Net forwarding revenue per region (<strong>2011</strong>)<br />

Europe, Middle East, Africa and CIS<br />

North America<br />

Central and South America<br />

19%<br />

13%<br />

49%<br />

Asia Pacific 19%<br />

1,225<br />

1,270<br />

Asia Pacific<br />

On a divisional level, the oversupply of carrier capacity,<br />

which was prevalent for a large part of the year, led to<br />

a substantial drop of carrier freight rates, which – together<br />

with the strength of the Swiss franc – adversely impacted<br />

the Group’s NFR in Air Freight and Ocean Freight, due to<br />

the pass-through character of freight rates for an asset-light<br />

service provider like <strong>Panalpina</strong>. These impacts were only<br />

partially mitigated by increasing oil prices, which in <strong>2011</strong> on<br />

average rose more than 40 % above 2010 levels, resulting<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

9


10<br />

<strong>Report</strong> of the Executive Board<br />

in distinctly higher fuel and bunker surcharges (essentially<br />

also items with a pass-through character) which the Group<br />

invoiced to its customers.<br />

Influenced by these developments and coupled with lower<br />

volumes, but improved pricing discipline per file handled,<br />

as described in the preceding paragraph, the Group’s NFR<br />

generated with Air Freight decreased by 6 % to CHF 3,281<br />

million. In the Ocean Freight division, NFR saw the biggest<br />

impact from falling freight rates and decreased by 17 % to<br />

CHF 2,313 million, despite an expansion of volumes. In the<br />

third product division, Logistics, NFR saw an increase of<br />

2 % to CHF 906 million, which was driven by an expansion<br />

of business activities particularly in distribution, valueadded<br />

logistics services as well as overland.<br />

In <strong>2011</strong>, the <strong>Panalpina</strong> Group generated 50 % of its net forwarding<br />

revenue with Air Freight, 36 % with Ocean Freight<br />

and 14 % with Logistics.<br />

Net forwarding revenue per product division<br />

<strong>2011</strong> 2010<br />

in million CHF<br />

4,000<br />

3,500<br />

3,000<br />

2,500<br />

2,000<br />

1,500<br />

1,000<br />

500<br />

0<br />

Air Freight<br />

Ocean Freight<br />

Logistics<br />

3,281<br />

3,503<br />

Air Freight Ocean Freight Logistics<br />

Net forwarding revenue per product division (<strong>2011</strong>)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

2,313<br />

2,771<br />

36%<br />

14%<br />

906<br />

50%<br />

890<br />

Gross profit (GP)<br />

Gross profit, a better measure of actual sales performance<br />

than net forwarding revenue in the forwarding industry,<br />

remained essentially flat at CHF 1,477 million in <strong>2011</strong> (2010:<br />

CHF 1,480 million). Organically (ie, in local currencies),<br />

however, GP increased by 12 %.<br />

With respect to regional performance, Europe, Middle<br />

East, Africa and CIS is also the most important region for<br />

<strong>Panalpina</strong> in terms of gross profit generation, representing<br />

approximately half of the Group’s gross profit. In <strong>2011</strong>,<br />

gross profit generated in the region increased 6 % in local<br />

currencies, supported by higher freight volumes on all<br />

major export trade lanes. Translated into Swiss francs, GP<br />

in this region decreased by 4 % to CHF 731 million.<br />

In North America, gross profit translated into Swiss francs<br />

took a major hit due to the weak US dollar, but nevertheless<br />

grew by 2 % to CHF 271 million. In local currencies, gross<br />

profit even grew by 19 %, which is a reflection of new business<br />

generated in various industry verticals, higher volumes<br />

handled on transatlantic routes and strong growth in<br />

exports to Central and South America.<br />

Asia Pacific and Central and South America recorded<br />

similarly strong increases in GP, which management attributes<br />

to the relatively better economic development of<br />

these regions in <strong>2011</strong>, which manifested itself in strong<br />

intraregional and import-related trade flows in and between<br />

these parts of the world. In Asia Pacific, gross profit rose<br />

5 % (+ 18 % in local currencies) to a record CHF 313 million,<br />

making this region the Group’s second largest in terms of<br />

GP, while gross profit in Central and South America<br />

increased 4 % (+ 19 % in local currencies) to a total of CHF<br />

162 million.<br />

In <strong>2011</strong>, the <strong>Panalpina</strong> Group generated 50 % of its gross<br />

profit in Europe, Middle East, Africa and CIS, 21 % in Asia<br />

Pacific, 18 % in North America and 11 % in Central and<br />

South America.<br />

Gross profit per region<br />

<strong>2011</strong> 2010<br />

in million CHF<br />

800<br />

600<br />

400<br />

200<br />

0<br />

731<br />

760<br />

Europe, Middle East,<br />

Africa and CIS<br />

271<br />

266<br />

North<br />

America<br />

162<br />

156<br />

Central and<br />

South America<br />

313<br />

298<br />

Asia Pacific


Gross profit per region (<strong>2011</strong>)<br />

Europe, Middle East, Africa and CIS<br />

North America<br />

Central and South America<br />

Asia Pacific<br />

18%<br />

11%<br />

50%<br />

21%<br />

In Air Freight, a number of larger, yet unprofitable, customer<br />

contracts were not renewed due to the Group’s focus on<br />

restoring unit profitability. This led to an adverse effect on<br />

the Group’s transported volumes, which declined by 5 %<br />

compared to the year before. In addition to an improved<br />

pricing discipline, the Air Freight division also benefited for<br />

the first time from a centrally managed volume tender initiative,<br />

which led to a reduction in the cost of goods sold.<br />

These efforts combined led to an increase of 9 % (+ 21 %<br />

in local currencies) in gross profit per ton of Air Freight,<br />

which more than compensated for the declining volumes.<br />

As a result, the Group’s gross profit realized through Air<br />

Freight forwarding services increased by 3 % in <strong>2011</strong><br />

(+ 15 % in local currencies), reaching CHF 688 million versus<br />

CHF 667 million the year before.<br />

In the Ocean Freight division, GP saw a slight contraction<br />

of 3 % to CHF 439 million, but posted growth of 9 % in local<br />

currencies. <strong>Panalpina</strong>’s volume growth rate amounted to<br />

6 % and grew approximately in line with the market, with<br />

market share gains in the year’s second half as the strengthening<br />

of divisional structures started to unfold. Gross profit<br />

per 20-foot equivalent unit fell 8 % (+ 3 % in local currencies)<br />

compared to the prior year, because the low level of<br />

freight rates prevailing for most of the year and the highly<br />

competitive environment made it difficult to maintain the<br />

same mark-up to customers.<br />

Gross profit generated through the Logistics division contracted<br />

by 3 % to reach a total of CHF 350 million. In local<br />

currencies, this product division recorded a growth of 9 %,<br />

which was mainly driven by an expansion in the Group’s<br />

Distribution, Value-Added Logistics Services and Overland<br />

activities.<br />

In <strong>2011</strong>, the <strong>Panalpina</strong> Group generated 46 % of its gross<br />

profit with Air Freight, 30 % with Ocean Freight and 24 %<br />

with Logistics.<br />

Gross profit per product division<br />

<strong>2011</strong> 2010<br />

in million CHF<br />

700<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

Air Freight<br />

Ocean Freight<br />

Logistics<br />

688<br />

667<br />

439<br />

453<br />

<strong>Report</strong> of the Executive Board<br />

350<br />

360<br />

Air Freight Ocean Freight Logistics<br />

Gross profit per product division (<strong>2011</strong>)<br />

30%<br />

24%<br />

46%<br />

Earnings before interest, taxes,<br />

depreciation and amortization (EBITDA)<br />

<strong>Panalpina</strong> achieved an EBITDA of CHF 212 million in the<br />

reporting year (2010: CHF 62 million*), which was negatively<br />

impacted by CHF 27 million through currency translation.<br />

The EBITDA-to-gross profit margin in <strong>2011</strong> improved<br />

to 14.4 % (2010: 4.2 %*).<br />

The two main items included in operating expenses –<br />

personnel expenses and other operating expenses –<br />

developed as follows:<br />

�����������������������������������������������<br />

(+ 12 % currency adjusted) at CHF 892 million in <strong>2011</strong><br />

(2010: CHF 891 million). <strong>Panalpina</strong> increased its headcount<br />

during the reporting period by 6 % to 15,700 full-time<br />

equivalents (FTEs). This number includes approximately<br />

100 FTEs which joined <strong>Panalpina</strong> from Grieg Logistics.<br />

��������������������������������������������������������<br />

of the Group’s total operating expenses, amounted to<br />

CHF 372 million in <strong>2011</strong> (2010: CHF 527 million*), equivalent<br />

to a decrease of 29 % (– 20 % currency adjusted).<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

11


12<br />

<strong>Report</strong> of the Executive Board<br />

Overall development<br />

EBITDA Operating expenses<br />

in million CHF<br />

<strong>2011</strong><br />

2010*<br />

212<br />

62<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

1,265<br />

1,418<br />

* Other operating expenses in 2010 included a charge of CHF 128 million which the<br />

Company recognized to cover all costs arising from the settlement of two legal<br />

claims in the United States and associated compliance consulting costs as well as<br />

from an internal reorganization project.<br />

Regional development<br />

<strong>Panalpina</strong> assesses segmental operating performance<br />

primarily from a geographical perspective, as the Group’s<br />

operations are predominantly managed by geography.<br />

A useful measure for assessing the operating performance<br />

by region is EBITDA. The segmental EBITDA provided in<br />

the financial accounts developed as follows in the reporting<br />

period:<br />

�������������������������������������������������������������<br />

declined from CHF 78 million in 2010 to CHF 39 million<br />

in <strong>2011</strong>. The main reasons for the decrease are the depreciation<br />

of the euro versus the Swiss franc, a reconditioned<br />

compensation scheme introduced at the beginning of<br />

the reporting year (reflecting compensation on a door-todoor<br />

shipment between the exporting and importing<br />

station), along with a general slowdown of business in<br />

Europe and Africa.<br />

���������������������������������������������������������<br />

US dollar, this region recorded a substantial improvement<br />

in EBITDA, from a negative result of CHF 17 million<br />

in 2010 to a gain of CHF 8 million in <strong>2011</strong>, helped by the<br />

elimination of certain unprofitable contracts as well as<br />

the acquisition of new businesses with a variety of customers<br />

across different sectors, including oil and gas.<br />

Moreover, this region was also positively impacted by the<br />

above mentioned compensation scheme.<br />

��������������������������������������������������<br />

decreased from CHF 19 million in 2010 to CHF 17 million<br />

in <strong>2011</strong>. While the operating result also suffered from an<br />

adverse currency translation effect, this region made various<br />

investments in logistics facilities during the reporting<br />

period in order to appropriately position the Company to<br />

take advantage of future business opportunities.<br />

����������������������������������������������������������<br />

CHF 92 million in 2010 to CHF 88 million in <strong>2011</strong>, which<br />

was mainly related to an adverse currency translation<br />

effect as well as the already mentioned compensation<br />

scheme.<br />

����������������������������������������������������������<br />

to CHF 60 million in <strong>2011</strong>. The improvement was supported<br />

by higher royalties from Group companies and an<br />

adjusted renumeration model of centralized functions.<br />

EBITDA per region<br />

<strong>2011</strong> 2010*<br />

in million CHF<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

–20<br />

39<br />

78<br />

Europe,<br />

Middle East,<br />

Africa and CIS<br />

8<br />

–17<br />

North<br />

America<br />

*Figures adjusted by non-recurring charges as already mentioned.<br />

Balance sheet<br />

Current assets<br />

17<br />

19<br />

Central<br />

and South<br />

America<br />

88<br />

92<br />

60<br />

18<br />

Asia Pacific Corporate<br />

<strong>Panalpina</strong>’s cash and cash equivalents amounted to<br />

CHF 573 million on December 31, <strong>2011</strong> and thus<br />

increased by CHF 45 million from the year before, which<br />

can be mainly attributed to the substantial amount of<br />

free cash flow generated during the reporting period.<br />

Trade receivables and unbilled forwarding services<br />

increased by CHF 29 million, from CHF 1,033 million at<br />

the end of 2010 (equivalent to 52 % of total assets) to<br />

CHF 1,062 million at the end of <strong>2011</strong> (equivalent to 50 %<br />

of total assets). The increase in trade receivables was<br />

more than compensated by an increase in trade payables.<br />

In total, the net working capital intensity (defined as net<br />

working capital as a percentage of gross forwarding revenue)<br />

at the end of <strong>2011</strong> was at a record low level of 1.1 %.


Non-current assets<br />

<strong>Panalpina</strong>’s non-current assets increased from<br />

CHF 303 million on December 31, 2010 to CHF 390 million<br />

on December 31, <strong>2011</strong>. The increase is primarily a result<br />

of an increase in intangibles due to the acquisition of<br />

Grieg Logistics, a Norway-based logistics company that<br />

<strong>Panalpina</strong> acquired effective April 1, <strong>2011</strong>, as well as<br />

various investments in money market instruments classified<br />

as financial assets.<br />

Total assets<br />

Cash and cash equivalents<br />

Trade receivables and unbilled forwarding services<br />

in million CHF<br />

<strong>2011</strong><br />

2010<br />

Other current assets<br />

Non-current assets<br />

573 1,062 110 390 2,135<br />

529 1,033 124 303<br />

Trade payables and accrued cost of services<br />

1,989<br />

<strong>Panalpina</strong>’s trade payables and accrued cost of services,<br />

which jointly comprised 63 % of total liabilities on December<br />

31, <strong>2011</strong>, increased to CHF 773 million, compared to<br />

CHF 696 million on December 31, 2010. This favorable<br />

development is primarily attributable to a further improved<br />

payment discipline and renegotiation of payment terms<br />

with various vendors.<br />

Borrowings (short-/long-term)<br />

Total borrowings were further reduced from CHF 10 million<br />

at year-end 2010 to CHF 7 million at year-end <strong>2011</strong>.<br />

Other liabilities<br />

<strong>Panalpina</strong>’s other liabilities declined from CHF 471 million<br />

at year-end 2010 to CHF 440 million at year-end <strong>2011</strong>.<br />

The key reason for this decline is a decrease of provisions<br />

due to the payment of fines in connection with the settlement<br />

of the two legal claims in the United States.<br />

Total equity<br />

The increase in shareholders’ equity is almost entirely<br />

attributable to the change in reserves which – as a result<br />

of the significant improvement of the net result for the<br />

reporting year – rose from CHF 950 million on December<br />

31, 2010, to CHF 1,053 million on December 31, <strong>2011</strong>.<br />

Total equity increased by CHF 103 million during the<br />

<strong>Report</strong> of the Executive Board<br />

reporting period, from CHF 812 million on December 31,<br />

2010, to CHF 915 million on December 31, <strong>2011</strong>.<br />

Total liability and equity<br />

Trade payables and accrued cost of services<br />

Short- and long-term borrowings<br />

in million CHF<br />

<strong>2011</strong><br />

2010<br />

Cash flow<br />

773<br />

696<br />

10<br />

7<br />

440<br />

471<br />

Net cash from operating activities<br />

Other liabilities<br />

Equity<br />

915 2,135<br />

812 1,989<br />

<strong>Panalpina</strong>’s net cash from operating activities in the reporting<br />

period amounted to CHF 193 million, CHF 156 million<br />

above the prior year’s figure (2010: CHF 37 million). Major<br />

contributors to the positive development were the substantial<br />

expansion of net profit for the period and the simultaneous<br />

decrease of the net working capital. In addition, net<br />

cash from operating activities includes an outflow of<br />

approximately CHF 30 million during the reporting year due<br />

to the payment of fines to US authorities for which provisions<br />

were taken in the prior year and which the Group is<br />

paying in several installments over a period of three years<br />

(in 2010, corresponding outflows amounted to CHF 27 million).<br />

The remaining payable amount totalling CHF 33 million<br />

will be paid in two equal installments, which are due in<br />

2012 and 2013.<br />

Cash flow from investing activities<br />

Expenditures on property, plant and equipment (mainly<br />

IT equipment) increased slightly during the reporting year<br />

to CHF 31 million (2010: CHF 28 million). Net investments<br />

into acquired subsidiaries increased from CHF 2 million in<br />

2010 to CHF 60 million in <strong>2011</strong>, mainly as a result of the<br />

purchase of Grieg Logistics. Moreover, the Group invested,<br />

compared to 2010, an additional CHF 51 million of its cash<br />

holdings in money market instruments with a maturity of<br />

more than three months. Overall, the net cash outflow from<br />

investing activities rose substantially from CHF 31 million<br />

in 2010 to CHF 152 million in <strong>2011</strong>.<br />

Capital expenditures in <strong>2011</strong> amounted to 0.8 % of net forwarding<br />

revenue (2010: 0.6 %). The slight increase over<br />

the prior year was mainly related to higher investments into<br />

software.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

13


14<br />

<strong>Report</strong> of the Executive Board<br />

Free cash flow<br />

The free cash flow, calculated as net cash from operating<br />

activities minus net cash flow from investing activities,<br />

increased from CHF 6 million in 2010, to CHF 42 million in<br />

<strong>2011</strong>. Adjusted for the above-mentioned increase of investments<br />

in acquired companies and money market instruments,<br />

free cash flow even increased to CHF 153 million in<br />

<strong>2011</strong> (2010: CHF 12 million).<br />

Cash flow development<br />

Free cash flow Net cash generated<br />

from operating activities<br />

in million CHF<br />

<strong>2011</strong><br />

6<br />

2010<br />

37<br />

42<br />

Cash flow from financing activities<br />

The net cash used in financing activities decreased by<br />

CHF 4 million in <strong>2011</strong> compared to the year before. A large<br />

portion of this improvement came from lower investments<br />

for the (Management Incentive Plan-related) purchase<br />

of treasury shares due to a lower average share price.<br />

Net cash<br />

in million CHF Dec 31<br />

<strong>2011</strong><br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Dec 31<br />

2010<br />

193<br />

%<br />

change<br />

Cash and cash equivalents 573.6 528.9 8<br />

Other current financial assets 20.0 6.1 228<br />

Short-term debt – 7.3 – 9.3 – 22<br />

Long-term debt – 0.2 – 0.4 – 50<br />

Net cash 586.1 525.3 12<br />

Net cash increased by CHF 61 million during the year<br />

under review to CHF 586 million on December 31, <strong>2011</strong>.<br />

Employees<br />

full-time equivalents (FTEs)<br />

as at December 31<br />

Region <strong>2011</strong> 2010<br />

%<br />

change<br />

Europe, Middle East, Africa<br />

and CIS 6,746 6,485 4<br />

North America 2,418 2,423 0<br />

Central and South America 2,474 2,294 8<br />

Asia Pacific 3,601 3,259 10<br />

Corporate 461 415 11<br />

Total 15,700 14,876 6<br />

In <strong>2011</strong>, <strong>Panalpina</strong> continued to selectively invest and<br />

increased the number of FTEs by 6 %, from 14,876 on<br />

December 31, 2010, to 15,700 on December 31, <strong>2011</strong>.<br />

An increase took place in various reporting regions in<br />

order to accommodate the volume growth in Ocean<br />

Freight and Logistics and to complement organizational<br />

structure.


Group Management Structure<br />

As at December 31, <strong>2011</strong><br />

Chief Operating Officer<br />

Karl Weyeneth<br />

Air Freight<br />

Ocean Freight<br />

Logistics<br />

Marketing and Sales<br />

Business Processes and Quality<br />

Corporate Audit Board of Directors<br />

Compensation and<br />

Chairman<br />

Rudolf W. Hug<br />

Nomination Committee<br />

Vice Chairman<br />

Beat Walti<br />

Audit Committee<br />

Lars Förberg, Chris E. Muntwyler,<br />

Roger Schmid, Hans-Peter Strodel,<br />

Knud Elmholdt Stubkjær<br />

Legal and Compliance<br />

Committee<br />

Corporate and Regional<br />

Development, Agent Relations<br />

Chief Financial Officer<br />

Marco Gadola<br />

Corporate Accounting<br />

Corporate Taxes<br />

Corporate Controlling<br />

Investor Relations<br />

Indirect Purchasing<br />

Strategic Finance and Projects<br />

Group Treasury<br />

Corporate Information Technology<br />

Chief Executive Officer<br />

Monika Ribar<br />

Areas<br />

Panprojects<br />

Chief Human Resources Officer<br />

Alastair Robertson<br />

HR Processes and Projects<br />

International Compensation and<br />

Benefits<br />

HR Operations<br />

Capability Development and<br />

PanAcademy<br />

Corporate Communications<br />

Corporate Compliance<br />

www.panalpina.com / organization<br />

<strong>Report</strong> of the Executive Board<br />

Chief Legal Officer /<br />

Corporate Secretary<br />

Christoph Hess<br />

Corporate Legal Services<br />

Corporate Insurance Management<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

15


16<br />

<strong>Report</strong> of the Executive Board<br />

<strong>Report</strong>ing Regions<br />

Promising achievements in each of the four regions<br />

Europe, Middle East,<br />

Africa and CIS<br />

Key data<br />

Areas: 11<br />

BeNe, Central Europe, Eastern Europe, France, Iberia,<br />

Northern Europe, Northwest Europe, Southwest Europe,<br />

Sub-Saharan, Black and Caspian Sea, Arabian Belt<br />

Net forwarding revenue: CHF 3,171 million<br />

Employees in full-time equivalents: 6,746<br />

Market conditions<br />

A clear deterioration occurred in this heterogeneous<br />

economy. A decline in cargo to move has led to a highly<br />

competitive environment. Customers tried to obtain<br />

financing from forwarders. The Arabian Spring and the<br />

high oil price hurt Middle East market conditions.<br />

Highlights<br />

� Central Europe strengthened its partnerships and<br />

gained new logistics businesses of customers in the<br />

Hi-tech and Fashion verticals.<br />

� <strong>Panalpina</strong> was awarded with more overland transports<br />

in Continental Europe.<br />

� Norway-based Grieg Logistics was acquired and<br />

successfully integrated.<br />

� In booming Turkey, two offices (Ankara/Bursa) and<br />

a new warehouse in Istanbul opened.<br />

� A new standalone logistics facility was launched in<br />

Didcot, Southeast England.<br />

� The first <strong>Panalpina</strong> Saudi Arabia office opened in<br />

Dammam.<br />

� Dubai’s role as a distribution hub for Africa grew.<br />

� An office in Murmansk was opened and a state-ofthe-art<br />

warehouse began operations in Moscow. The<br />

area became a front runner in e-customs clearance.<br />

� <strong>Panalpina</strong> expanded to East Africa and pursued<br />

opportunities in the mining industry along the West<br />

African coast.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Asia Pacific<br />

Key data<br />

Areas: 5<br />

India, East Asia, Southeast Asia, Greater China, Oceania<br />

Net forwarding revenue: CHF 1,225 million<br />

Employees in full-time equivalents: 3,601<br />

Market conditions<br />

Asia Pacific faced stagnating EU and US demand<br />

but remains a growth market. The airline industry<br />

experienced turbulence, with soft demand and capacity<br />

oversupply. Ocean freight rates were deteriorating to<br />

unsustainable levels for the carriers. Very competitive<br />

market conditions are forcing continued cost reductions.<br />

Highlights<br />

� The new Intra Asia trucking service began operations,<br />

connecting China with Vietnam, Laos, Thailand,<br />

Malaysia and Singapore.<br />

� Rail-air transport from Urumqi to Europe and sea-air<br />

moves via Los Angeles to Brazil were relaunched.<br />

� New business units were launched in Suzhou,<br />

Wuhan and Chongqing, China. Two regional distribution<br />

centers opened, one in Tianjin and another<br />

in Shanghai. 5,000 square meters of warehouse<br />

capacity came into service in Singapore.<br />

� Three consol services from Shanghai, Ningbo and<br />

Hong Kong to the Jebel Ali hub serving the Middle<br />

East region kicked off.<br />

� Expansion continued in India as three offices opened<br />

and the local sales organization was strengthened.<br />

� Long-time partner Apollo was integrated in Perth,<br />

Australia.<br />

� A stringent subcontractor management concept,<br />

designed to maintain overall margins in all trades and<br />

products, was implemented.


<strong>Report</strong> of the Executive Board<br />

North America Central and South America<br />

Key data<br />

Areas: 2<br />

Canada, USA<br />

Net forwarding revenue: CHF 1,270 million<br />

Employees in full-time equivalents: 2,418<br />

Market conditions<br />

The growth of US economy slowed down considerably.<br />

High unemployment and sluggish housing markets<br />

remained the principal concerns. US companies focused<br />

more and more on growth in emerging markets. Canada<br />

as an import market felt a slowdown in volumes.<br />

Highlights<br />

� Both Areas began a major realignment and upgrading<br />

of their key organizational structures.<br />

� The Canada division, dedicated to the needs of the<br />

helicopter industry, continued to grow.<br />

� New, direct Less than Container Load (LCL) services<br />

from major ports in China to Montreal augmented the<br />

existing services to Vancouver and Toronto.<br />

� Two new business units opened: Malta (New York)<br />

and Indianapolis (Indiana).<br />

� The Healthcare vertical of <strong>Panalpina</strong> in the US flourished.<br />

Additional significant investments in cold-chain<br />

capabilities have been made.<br />

� In the US, <strong>Panalpina</strong> was able to strengthen major<br />

accounts in all vertical markets.<br />

� The Huntsville Logistics Center enlarged its offering of<br />

end-to-end solutions and value-added services along<br />

with <strong>Panalpina</strong>’s own-controlled network.<br />

� Two new <strong>Panalpina</strong>-controlled flights between Hong<br />

Kong and Huntsville have been filled continuously.<br />

Key data<br />

Areas: 3<br />

Andina, Mercosur, Middle America<br />

Net forwarding revenue: CHF 834 million<br />

Employees in full-time equivalents: 2,474<br />

Market conditions<br />

Consistent economic growth has greatly enlarged a<br />

middle class hungry for durable goods and consumer<br />

products. In Brazil, future international events such as<br />

the 2016 Olympic Games and the FIFA World Cup in 2014<br />

require greater logistics capabilities and infra structure<br />

investments. In Middle America, rising insecurity due to<br />

drug-related crime affected foreign investments.<br />

Highlights<br />

� All areas strengthened customer relationships and<br />

gained new businesses. For example: A Brazilian<br />

blue chip company contracted <strong>Panalpina</strong> to distribute<br />

its products throughout Latin America and France.<br />

� <strong>Panalpina</strong> became Mercosur’s number one LCL<br />

provider and the leading exporter of containerized<br />

sugar.<br />

� Mercosur Area was leading in telecom distribution.<br />

� Warehousing activities increased as <strong>Panalpina</strong><br />

added space in Mexico City and a newly finished<br />

20,000 square meter depot in Panama, where a<br />

12,000 square meter warehousing and distribution<br />

business in the Hi-tech vertical covering end-to-end<br />

supply chain needs was launched.<br />

� New logistics operations opened in Peru and<br />

Colombia.<br />

� The warehouse in Santiago, Chile, reached profitability<br />

and a new multi-customer warehouse in<br />

Cajamar, Brazil, opened.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

17


18<br />

<strong>Report</strong> of the Executive Board<br />

Product Divisions<br />

<strong>Panalpina</strong> expands its product range in all divisions<br />

Air Freight Ocean Freight<br />

Key figures<br />

848,000 tons of freight moved<br />

Generated 50 % of <strong>Panalpina</strong>’s net forwarding revenue<br />

Market conditions<br />

<strong>2011</strong> started out fairly strongly but dropped off in the<br />

second half of the year. The air freight market stayed<br />

very soft in most major trade lanes until year-end.<br />

Highlights<br />

� <strong>Panalpina</strong> has become one of the world’s biggest<br />

Qualified Envirotainer Providers for active cooling<br />

solutions. In <strong>2011</strong> the Company offered a total of<br />

43 accredited locations in 27 countries.<br />

� Air Freight improved successfully its profitability<br />

per cargo unit.<br />

� <strong>Panalpina</strong> launched a second twice-weekly transpacific<br />

service between Hong Kong and Huntsville and<br />

between Huntsville and São Paulo (Viracopos).<br />

� Air Freight implemented a new centralized global procurement<br />

process and system.<br />

� The Cargo 2000 Certification and the Global Air<br />

Sourcing Initiative were successfully introduced to<br />

<strong>Panalpina</strong>’s global carriers. These credentials ensure<br />

efficient air cargo transport.<br />

� <strong>Panalpina</strong> signed contracts for the upgrade of two<br />

B747-8F aircraft, the latest environmentally friendly<br />

freighter technology from Boeing. Operated with Atlas<br />

Air, they will replace the two existing B747-400F by<br />

2012.<br />

Outlook<br />

The soft market conditions will persist into 2012, though<br />

with an expectation for growth in the second half.<br />

<strong>Panalpina</strong>’s Air Freight business will focus on growth in<br />

the five strategic trade lanes (Asia–Europe, Asia–North<br />

America, Asia–Latin America, Asia–Middle East and<br />

Intra Asia).<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Key figures<br />

1,310,000 TEUs transported<br />

Generated 36 % of <strong>Panalpina</strong>’s net forwarding revenue<br />

Market conditions<br />

The business faced substantial overcapacity in major<br />

east-west trade lines. Ocean freight rates deteriorated<br />

to unsustainable levels, resulting in massive losses<br />

for carriers, very much like in the 2009 shipping season.<br />

Highlights<br />

� <strong>Panalpina</strong> increased its worldwide footprint, recorded<br />

volume growth and therefore gained market share.<br />

In fact, <strong>2011</strong> marked the highest volumes ever in<br />

<strong>Panalpina</strong>’s Ocean Freight.<br />

� Ocean Freight further focused on its profitability per<br />

cargo unit.<br />

� <strong>Panalpina</strong>’s Ocean Freight business aligned its global<br />

strategies and established a strong focus on trade<br />

lane growth, niche verticals, and managed solutions.<br />

Integrated systems, processes and data quality are<br />

an essential part of the growth strategy.<br />

� <strong>Panalpina</strong> adjusted its global Less than Container<br />

Load (LCL) hub setup and launched in excess of<br />

50 new LCL services. Operated by the in-house carrier<br />

Pantainer Express Line, they support customer<br />

needs for simplicity and global reach through a single<br />

integrated LCL network. The new services reduce<br />

transit times and CO2 emissions.<br />

Outlook<br />

Overcapacity on the main east-west routes is expected<br />

to decrease in 2012 while rates will increase. <strong>Panalpina</strong><br />

Ocean Freight will concentrate on five stra tegic trade<br />

lanes (Asia–Europe, Asia–North America, Asia–Latin<br />

America, Asia–Middle East and Intra Asia).


Logistics<br />

Key figures<br />

Generated 14 % of <strong>Panalpina</strong>’s net forwarding revenue<br />

Market conditions<br />

A large number of customers continued to outsource their<br />

logistics activities; market growth trends are continuing,<br />

but the competition in contract logistics remains strong.<br />

Highlights<br />

� A global Logistics strategy focusing on value-added<br />

services for customers was developed and the<br />

product line extended with inbound to manufacturing,<br />

aftermarket spare parts and service logistics, technical<br />

distribution, and postponement services.<br />

� Newly developed logistics tools allow optimization of<br />

warehousing by simulation, what-if modelling, and<br />

accurate activity-based cost calculation.<br />

� Regional centers of expertise opened in Asia Pacific,<br />

Europe and the Americas along with strengthened<br />

services.<br />

� <strong>Panalpina</strong> provided additional logistics space in<br />

Brazil, Canada, China, Colombia, France, Germany,<br />

Japan, Korea, Luxembourg, Mexico, Panama, Peru,<br />

Russia, Singapore, Sweden, Turkey, the United<br />

Kingdom, and the USA.<br />

� With its European road project, Logistics launched<br />

a new procurement process and a standardized<br />

IT platform, leading to higher utilization factors.<br />

Outlook<br />

<strong>Panalpina</strong> expects this market to grow. Logistics further<br />

emphasizes continuous improvements to existing<br />

operations while maintaining the development of strategic<br />

geographies, industry verticals, and corresponding<br />

service offerings.<br />

<strong>Report</strong> of the Executive Board<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

19


20<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Tim Bauer<br />

Lane Manager for Air Freight from Europe to<br />

the Americas and for own-controlled flight<br />

operations, has the capacity overview on all<br />

lanes out of Luxembourg<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

21


<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Samia Guerroumi<br />

Procurement and Capacity Management<br />

Clerk for Air Freight from Europe to Central<br />

and South America<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Jasmine Medhora<br />

of <strong>Panalpina</strong>’s Pantainer Express Line<br />

based in Hamburg checks operational<br />

queries of Ocean Freight on correct<br />

procedures and guidelines<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Marco Parnitzke<br />

Booking Agent for Less than Container Load<br />

Ocean Freight from Hamburg to South America,<br />

handled 3175 shipments in <strong>2011</strong><br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Andrea Ribaudo<br />

Logistic Platform Manager at Milan<br />

warehouse from where approximately<br />

15 million units have been shipped in <strong>2011</strong>


<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


30<br />

CEO Statement<br />

Profitability built on sustainable business model<br />

Despite the economic gloom and uncertainty, the <strong>Panalpina</strong> Group emerged from <strong>2011</strong><br />

with its market position strengthened. Our strategic orientation towards profitability,<br />

underpinned by our business model, has already proved its worth. But it is nonetheless<br />

set to encounter fresh challenges in the future.<br />

All aspects of <strong>Panalpina</strong>’s operations are guided by the<br />

principle of sustainable development. To progressively<br />

strengthen the welfare of our company, the environment<br />

and the population at large, equal weight is given to social,<br />

economic and ecological criteria in the evaluation of strategies,<br />

projects and innovations. Overall, this offers the<br />

best means for <strong>Panalpina</strong> to honor its obligations towards<br />

shareholders, employees, suppliers, customers and the<br />

general public.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Sound business operations<br />

The foundation for accepting broader responsibility is laid by<br />

entrepreneurial success. Solid business performance and<br />

the efficient deployment of corporate resources are crucial<br />

to unlocking creative freedoms and meeting the varying<br />

demands of the Company’s different stakeholders. In today’s<br />

global logistics and forwarding markets, simply delivering<br />

the right goods to the right place at the right time no longer<br />

suffices for long-term success.


Success factors as growth drivers<br />

<strong>2011</strong> saw <strong>Panalpina</strong> put in place a carefully crafted corporate<br />

strategy – initially for the period up to 2014 – which is<br />

built on the principles of performance, integrity and professionalism.<br />

While striving to continuously provide our customers<br />

with absolutely reliable logistics services that are<br />

tailored to their needs, our strategy targets sustainable and<br />

profitable growth. Our most crucial assets in the current<br />

business environment include our in-depth know-how in key<br />

industry verticals and the associated client focus, an<br />

extensive global network, a highly qualified and committed<br />

workforce, process-optimized information technology,<br />

outstanding compliance standards, and efficient and transparent<br />

procurement.<br />

Value-added services<br />

CEO Statement<br />

<strong>Panalpina</strong> is far more than a freight forwarding company.<br />

Our core air and ocean freight business is backed up<br />

by supply chain services and value-added logistics. The<br />

former includes, for instance, the optimization of supply<br />

chains and management of orders. The latter generally<br />

entails the acceptance of consignments for production or<br />

as part of postponement or customer service solutions.<br />

By expertly combining these services, we can offer our<br />

customers door-to-door products closely geared to their<br />

supply chains. Thanks to our world-spanning network<br />

embracing some 500 offices on six continents, these solutions<br />

can be implemented in all corners of the globe.<br />

Delivering end-to-end supply chain solutions: <strong>Panalpina</strong>’s business model with success factors<br />

Global Network<br />

Standard<br />

Warehousing<br />

Quality and Procurement<br />

Core Services<br />

Success Factors<br />

Employees<br />

Supply Chain Services<br />

Air and<br />

Ocean Freight<br />

Value-Added Logistics Services<br />

Information Technology<br />

Industry Verticals<br />

Overland<br />

Compliance and<br />

Corporate Culture<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

31


32<br />

CEO Statement<br />

We are planning a further expansion of our own logistical<br />

capacities in the years ahead. The focus here will be<br />

on value-added services rather than mere warehousing<br />

provision.<br />

Focus on specific sectors<br />

Crucial for the provision of tailored solutions for our customers’<br />

supply chains is an intimate knowledge of the<br />

forwarding sector’s key target industries. <strong>Panalpina</strong> has<br />

pooled this expertise in nine vertical centers of expertise<br />

known as “customer groups” or “industry verticals.” These<br />

are additionally supported by the Panprojects unit, which<br />

is charged with handling large industrial projects. Being<br />

conversant with the extremely diverse needs of customers<br />

in the different industrial sectors, the centers’ employees<br />

are able to deliver the appropriate solutions. While the automotive<br />

trade, for instance, gives high priority to just-in-time<br />

delivery directly to the production line, the pharmaceutical<br />

industry requires temperature-controlled door-to-door shipments<br />

in order to safeguard the quality of active ingredients.<br />

All industries in which <strong>Panalpina</strong> operates contribute to the<br />

Group’s sustainable growth. In our bid to achieve aboveaverage<br />

growth in our air freight, ocean freight and logistics<br />

business, we will concentrate in particular on the consumer<br />

and retail, healthcare, hi-tech, and oil and gas sectors over<br />

the next few years. By 2014, we are looking to earn a place<br />

among the top five in all the industries served by our centers<br />

of expertise.<br />

Own-controlled air freight network<br />

The <strong>Panalpina</strong>’s own-controlled air freight network, widely<br />

acknowledged in the market as a powerful unique selling<br />

point, will be a major asset for future growth. It creates a<br />

wealth of options for the Group to deliver customized solutions<br />

without any reliance on airline flight schedules. Our air<br />

freight network is due for a further upgrade in 2012 through<br />

replacement of the previously deployed cargo planes by<br />

two new Boeing 747-8F freighters. The new aircraft consume<br />

less fuel, are far quieter than their predecessors, and offer<br />

greater freight capacity. They are also equipped with wideranging<br />

facilities for the transportation of temperature-sensitive<br />

cargo.<br />

Maximum flexibility thanks to asset-light business model<br />

The two new aircraft epitomize two of <strong>Panalpina</strong>’s key corporate<br />

principles: its asset-light strategy and its PanGreen<br />

initiative. Asset-light means that the Group does not own<br />

vehicles and warehousing facilities itself, but purchases<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

capacity as needed from its suppliers. Accordingly, even<br />

the new planes will remain in the ownership of our longtime<br />

partner Atlas Air, while <strong>Panalpina</strong> concentrates on marketing<br />

and flight scheduling. This policy enables us to<br />

adapt more easily to fluctuations in demand than many of<br />

our competitors with their own vehicle fleets or warehouses.<br />

It also helps to minimize debt while boosting flexibility.<br />

Moreover, the asset-light approach is sustainable in<br />

that our procurement processes are highly transparent and<br />

help to cultivate trusting relationships with our suppliers.<br />

Ecological transport logistics<br />

The PanGreen program helps to sharpen both our own<br />

environmental profile and that of our customers and suppliers.<br />

The program makes it possible to obtain detailed<br />

information on the environmental impact of customers’ consignments<br />

as well as the options available for lower-carbon<br />

ocean shipments. In addition, as of mid-2012 the new aircraft<br />

will allow us to offer air shipments with a much smaller<br />

carbon footprint. The PanGreen program also benefits<br />

from our flexibility in that customers are able at all times to<br />

switch to a more ecological transport mode.<br />

Employee development as the path to excellence<br />

Our business is a people business. In other words, our<br />

service quality reflects the skills of our workforce. Hence<br />

the high priority which – in line with our corporate values –<br />

we attach to further training, talent management, and proactive<br />

succession planning. All forms of personnel development<br />

implemented by us worldwide are closely geared<br />

to promoting the organizational skills, individual competencies<br />

and commitment of our staff.<br />

Leverage through information technology<br />

To work efficiently and raise productivity, our highly qualified<br />

staff members rely on standardized processes and<br />

modern information technology. Greater speed, quality and<br />

transparency are required in the provision of data to both<br />

<strong>Panalpina</strong> and its customers. The immense importance<br />

attached to the continuous refinement of our IT platforms<br />

is reflected by the substantial annual investment in this<br />

field. One key IT project is the worldwide introduction of<br />

the SAP Transportation Management (SAP TM) system.<br />

This platform is currently being phased in, with completion<br />

scheduled for 2015.


Highest compliance standard<br />

Our corporate values, Code of Conduct and compliance<br />

processes govern all our actions. The principles behind<br />

<strong>Panalpina</strong>’s Code of Conduct are derived from the United<br />

Nations’ Universal Declaration of Human Rights and from<br />

internationally recognized environmental standards and<br />

labor laws. Our compliance processes are implemented<br />

company-wide, undergo continuous revision, and are<br />

deemed exemplary within our industry. As customers place<br />

increasing demands on the compliance procedures of<br />

their suppliers, <strong>Panalpina</strong>’s existing standards are steadily<br />

sharpening its competitive edge.<br />

External growth drivers<br />

The key drivers in our market include continuing globalization,<br />

the trend towards services outsourcing, the rising<br />

demand for value-added logistics services, and the ever<br />

greater market penetration of freight forwarders. In both air<br />

freight and ocean freight, routes between Asia and the<br />

Western World, between Asia and other emerging markets,<br />

and especially the intra-Asian lanes, are growing rapidly.<br />

Thanks to our business model, strategy and the commitment<br />

of our workforce, we are excellently equipped to<br />

achieve sustainable development in this environment – for<br />

the good of all our stakeholders.<br />

Monika Ribar<br />

Chief Executive Officer<br />

CEO Statement<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

33


34<br />

Success Factors<br />

Global Network<br />

Worldwide presence – local knowledge<br />

Across time zones and borders, <strong>Panalpina</strong> operates a world-spanning network<br />

embracing some 500 branches. With detailed knowledge of local markets<br />

and characteristics <strong>Panalpina</strong>’s professionals deliver every time comprehensive<br />

door-to-door solutions.<br />

North America<br />

Net forwarding revenue: CHF 1,270 million<br />

Employees in full-time equivalents: 2,418<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Central and South America<br />

Net forwarding revenue: CHF 834 million<br />

Employees in full-time equivalents: 2,474


Europe, Middle East, Africa and CIS<br />

Net forwarding revenue: CHF 3,171 million<br />

Employees in full-time equivalents: 6,746<br />

As at December 31, <strong>2011</strong><br />

Asia Pacific<br />

Net forwarding revenue: CHF 1,225 million<br />

Employees in full-time equivalents: 3,601<br />

<strong>Panalpina</strong> branches in over 80 countries<br />

Partner companies in further 80 countries<br />

www.panalpina.com / addresses<br />

Success Factors<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

35


36<br />

Success Factors<br />

Industry Verticals<br />

Sharpening the focus on customer needs<br />

<strong>Panalpina</strong> concentrated on the special division Panprojects and nine core industry<br />

verticals in which it provides industry-leading expertise and tailor-made customer-<br />

specific solutions. In <strong>2011</strong> these ten centers of expertise further strengthened their<br />

know-how and gained new businesses.<br />

Healthcare<br />

The healthcare industry saw increasing demand for<br />

end-to-end supply chain solutions. In developed countries,<br />

there was continuing pressure on costs as well<br />

as on regulatory aspects and quality control. Not only<br />

did <strong>Panalpina</strong> become one of the world’s biggest Qualified<br />

Envirotainer Providers in <strong>2011</strong>, but it is now recognized<br />

as one of the leading companies in terms of endto-end<br />

cold chain solutions.<br />

Customer needs:<br />

� Temperature-controlled services<br />

� Direct delivery to pharmacy, patient or hospital<br />

� Warehousing, distribution and packaging services<br />

� Zero defects in supply chain<br />

Telecom<br />

<strong>2011</strong> saw a significant investment in telecom infrastructure,<br />

which resulted in positive volume growth. Orders<br />

from new telecom operators in emerging markets (Latin<br />

America, Africa, Middle East) came atop higher volumes<br />

in existing accounts. The outlook for 2012 remains stable<br />

in terms of volume but price erosion is to be expected.<br />

Customer needs:<br />

� Aftermarket and repair services<br />

� Enhanced and innovative last mile solutions<br />

� Warehousing and distribution services<br />

� Order management with IT integration<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

www.panalpina.com / iv<br />

Consumer and Retail<br />

Growth was fueled by fast-moving global consumer<br />

brands and by large and medium-size retailers. Asia<br />

remained an important market not only from a sourcing<br />

point of view but also in terms of consumer demand.<br />

In addition, though, established markets such as North<br />

America or Europe will remain important, particularly<br />

with regard to purchase order management and end-toend<br />

milestone tracking.<br />

Customer needs:<br />

� Purchase order management with IT integration<br />

� Vendor management and integration<br />

� Sophisticated buyer consolidation services<br />

� End-to-end milestone tracking<br />

Panprojects<br />

The project business for the petrochemical and process<br />

sector was flat, but previously awarded contracts continued<br />

from prior years. The upturn in the global mining<br />

industry provided the bulk of the work. In a difficult<br />

market <strong>Panalpina</strong> achieved operational excellence while<br />

meeting high health, security, environmental and compliance<br />

standards. The goal is to expand investments,<br />

including into Sub-Saharan Africa.<br />

Customer needs:<br />

� Worldwide coverage<br />

� Integrated turn-key solutions<br />

� Fast and secure shipments for bulky and oversized<br />

goods


Automotive<br />

Continued growth of volume with major automotive<br />

manufacturers and suppliers was strongly based on<br />

their need for air freight services. The latest natural<br />

disasters have triggered alternative supply chain design<br />

discussions in which just-in-time is being weighed carefully<br />

against just-in-case inventories. As a consequence,<br />

effective crisis management became an integral part of<br />

the service portfolio.<br />

Customer needs:<br />

� Flexible and reliable supply chains with zero defects<br />

� Purchase order management and warning systems<br />

� Buyer consolidation<br />

Chemicals<br />

In the International Year of Chemistry all buyers in the<br />

value chain reduced their stock, decreasing further the<br />

volumes traded. Industry mergers and acquisitions gave<br />

<strong>Panalpina</strong> a stronger foothold within the top account<br />

landscape as cost-saving and efficiency efforts reached<br />

a new peak. New products on the market create numerous<br />

opportunities for <strong>Panalpina</strong>.<br />

Customer needs:<br />

� Product know-how and technical support<br />

� Key partnership programs with global coverage<br />

� Supply chain excellence and visibility<br />

� Compliance program and health, safety and<br />

environment (HSE) competence<br />

Oil and Gas<br />

For more than five decades, <strong>Panalpina</strong> has proven its<br />

commitment to the industry with a focus on servicing<br />

the highly demanding upstream part of the business<br />

(exploration and production). The vertical expanded its<br />

lead position with operators and oilfield service companies,<br />

demonstrating excellence in processes, compliance,<br />

HSE standards, and service innovation.<br />

Customer needs:<br />

� End-to-end supply of on- and offshore locations<br />

� Integrated project management for on- and offshore<br />

facilities, including rig moves<br />

� Pick and pack of hazardous material, bulk and heavy<br />

shipments<br />

Fashion<br />

Manufacturing<br />

Success Factors<br />

The fashion industry performed well. This was due to<br />

customer growth in emerging markets. <strong>Panalpina</strong>’s<br />

performance was underpinned by growth in Asia and in<br />

the Americas. Fashion companies faced cost pressure<br />

but also had to address increased consumer demands.<br />

<strong>Panalpina</strong> will continue to support them in their continued<br />

trend to globalization and with its multi-channel<br />

solution offer.<br />

Customer needs:<br />

� High supply chain reliability and predictability<br />

� High security and cost focus<br />

� Multimodal solutions<br />

Thanks to full order books at most manufacturing companies<br />

across all segments, <strong>Panalpina</strong> was able to<br />

grow in its newest industry vertical (established 2010).<br />

In addition, <strong>Panalpina</strong> developed specific industry value<br />

propositions such as non-containerized cargo or<br />

smart air freight solutions related to the aftermarket of<br />

<strong>Panalpina</strong>’s client base.<br />

Customer needs:<br />

� End-to-end transport and logistics solutions<br />

� Special equipment management<br />

� Buyer and shipper consolidations<br />

� Aftermarket logistics<br />

� Packaging<br />

Hi-tech<br />

Meeting the needs of a dynamic and volatile market<br />

whose products exhibit a short lifecycle requires a highly<br />

flexible supply chain design. <strong>Panalpina</strong> leverages its<br />

global reach as more companies move their production<br />

sites to Asia and other emerging markets. This vertical<br />

already has a sophisticated mix of transport and logistics<br />

services in place to meet customer demand.<br />

Customer needs:<br />

� Lead-time reductions at low cost<br />

� Last-mile delivery services<br />

� Postponement<br />

� High security<br />

� Reverse logistics with repair services<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

37


38<br />

Success Factors<br />

Employees<br />

Empowering staff for service excellence<br />

<strong>Panalpina</strong>’s future success depends on the investment it makes now in the<br />

development of its employees. Attracting, screening, and selecting the right people<br />

for the right jobs, and retaining them through value-added training and employee<br />

development are central to this investment, which will pay dividends into the future.<br />

At the end of <strong>2011</strong>, <strong>Panalpina</strong> had 15,051 employees in over<br />

80 countries. Its global human resources (HR) function is<br />

responsible for enabling organizational development so as<br />

to secure the ongoing engagement and effectiveness of<br />

<strong>Panalpina</strong>’s employees. The systems, processes and training<br />

programs that form a strong foundation for such a culture<br />

for these efforts are based on <strong>Panalpina</strong>’s core values<br />

and a pragmatic leadership competency model. These are<br />

continually evaluated and refined to ensure that <strong>Panalpina</strong><br />

managers have a robust framework that will sustain a<br />

high-performance culture within the Company.<br />

Human Resources transformation continues<br />

In its fourth year, the HR transformation process remains<br />

focused on building on the foundation of its strategic<br />

priorities, namely, (1) identifying, attracting, managing, and<br />

deploying the talent required to perform; (2) propagating<br />

a sustainable high-performance organization and workforce;<br />

(3) developing leadership and other capability requirements;<br />

and (4) designing, implementing, and optimizing<br />

HR processes, policies and service delivery so that they<br />

efficiently meet the needs of our global business units and<br />

workforce.<br />

System support for talent management<br />

PanLink, a web-based Human Resources management<br />

system, was launched in late 2010 to support the implementation<br />

and institutionalization of the automation and<br />

global centralization of objective and performance management,<br />

talent management, succession planning, and compensation<br />

for <strong>Panalpina</strong>’s senior management. In 2012, the<br />

system will be introduced for all employees in India and<br />

at the head office in Basel. The scope of PanLink has also<br />

been expanded to include a Recruitment Module, which<br />

is expected to be a key tool for all hiring managers in the<br />

coming years.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Organizational commitment to employee development<br />

The global Human Resources team continually monitors<br />

various indicators of training, development and engagement<br />

in the workforce. In <strong>2011</strong>, <strong>Panalpina</strong> launched its<br />

second Employee Engagement Survey to identify areas<br />

where enhanced programming would be beneficial. In<br />

total, 84 % of employees responded, and improvement was<br />

noted in the following areas: <strong>Panalpina</strong>’s management<br />

has improved in terms of its ability to state objectives clearly,<br />

establish priorities, make decisions promptly, provide<br />

leadership, and communicate with people. <strong>Panalpina</strong>’s<br />

employees felt they are better informed about the Company’s<br />

strategy and performance, and they reported that<br />

greater efforts are being made to obtain their views. More<br />

employees noted satisfaction with the training opportunities<br />

available to them and stated that <strong>Panalpina</strong> is doing a good<br />

job in employee development and in providing deserving<br />

employees with opportunities for advancement.<br />

Nevertheless, opportunities for helping <strong>Panalpina</strong> to continue<br />

its development were identified. For example, the<br />

survey showed scope for improvement in relation to operating<br />

conditions and efficiency, to the integration of<br />

<strong>Panalpina</strong>’s core values into the corporate culture, and to<br />

performance review processes.<br />

The virtual campus: PanAcademy<br />

In response to the results of the 2009 survey, <strong>Panalpina</strong><br />

continued to strengthen its commitment to providing<br />

learning opportunities for all its employees. PanAcademy,<br />

<strong>Panalpina</strong>’s e-learning platform, grew to include 33 learning<br />

units covering the Company’s strategic environmental<br />

PanGreen initiative as well as operations, product competence,<br />

and compliance. E-learning also expanded the<br />

coordinated launch of multi-language units – highlighted<br />

by the unit covering a <strong>Panalpina</strong> “core values journey” that<br />

includes refresher courses on anti-corruption.


Discovering and developing leadership talent<br />

<strong>Panalpina</strong>’s commitment to employee development and talent<br />

management extend to all levels of the organization.<br />

In <strong>2011</strong>, the CEO personally led learning workshops focused<br />

on enhancing strategy execution. 44 senior managers<br />

spent four days in an offsite program to create a common<br />

understanding and alignment of the challenges linked to<br />

strategy execution, supply chain management from a customer’s<br />

perspective and high-performance leadership.<br />

During these four days, they participated in an intuitive tailor-made<br />

business simulation called Mexus that challenged<br />

each <strong>Panalpina</strong> manager to deliver value to customers<br />

consistently, collaborate across the organization, and drive<br />

strong financial performance.<br />

Tailor-made learning programs<br />

In <strong>2011</strong>, the Company’s global program on collaborative<br />

strategic leadership skills, Navigating our Future, enrolled<br />

an additional 35 candidates. The program is offered to<br />

high-potential employees in mid-senior positions who are<br />

willing to pursue an international career. In its third year,<br />

it is augmented by the re-launched global leadership and<br />

managerial skills program Steering Success. In 2012, this<br />

includes over 609 department heads, team leaders and<br />

supervisors who will participate in three modules offered in<br />

Mandarin, German, French, Portuguese, Spanish, Italian,<br />

and English. <strong>Panalpina</strong> continually seeks the best possible<br />

candidates, either internal or external, for management<br />

and line roles, and thus does not have a policy to preferentially<br />

hire people who are living locally.<br />

In 2012, four new training initiatives will begin to help employees<br />

deal with the challenges faced in the work environment<br />

– namely: securing success for new and first time<br />

leaders, performance management, empowerment and<br />

coaching, and effective communications.<br />

In parallel, <strong>Panalpina</strong> continued to build upon its internal<br />

assessment capabilities. Over the last two years more than<br />

150 assessments have been run internally with a strategic<br />

partner; these assessments are now well established as a<br />

source of sound information regarding an individual’s capabilities<br />

and as a means of identifying development needs.<br />

Success Factors<br />

Benchmarking for fair, transparent, and motivational<br />

compensation<br />

Global, regional and local compensation benchmarking<br />

again played an important role in ensuring best competitive<br />

practices and maintaining a competitive edge by retaining<br />

and motivating employees. In <strong>2011</strong> the practice was<br />

enhanced to include reviews of global job levels and compensation<br />

structures against industry norms.<br />

Building further on the foundations for annual global cost<br />

transparency in relation to cross-border transfers, another<br />

internally developed enhancement to a global compensation<br />

and benefit reporting process was established in<br />

2012. This introduces extra transparency into comparisons<br />

of actual costs versus budgeted costs, thus enabling<br />

<strong>Panalpina</strong> to accurately track the return on investment.<br />

The Company expects that the continued evolution of this<br />

cutting-edge tool will facilitate strategic decisions that<br />

include cost factors. It will then be better equipped to deploy<br />

these high-value, high-cost resources strategically around<br />

the globe.<br />

Employees<br />

as at December 31, <strong>2011</strong><br />

www.panalpina.com / jobs<br />

Full-time<br />

equivalents*<br />

Europe, Middle East, Africa and CIS 6,746<br />

North America 2,418<br />

Central and South America 2,474<br />

Asia Pacific 3,601<br />

Corporate 461<br />

Total 15,700<br />

* Full-time equivalents include also part-time assignments and<br />

employees provided by labor agencies.<br />

Number of employees 15,051<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

39


40<br />

Success Factors<br />

Compliance and Corporate Culture<br />

Ethics, values and compliance<br />

As a global organization with operations on six continents, <strong>Panalpina</strong> is integrated into<br />

the cultures of many different countries. This makes cross-cultural understanding<br />

crucial. Furthermore, <strong>Panalpina</strong>’s strong corporate culture is based on shared values<br />

and ethical behavior that encompass fairness, respect and responsibility.<br />

A key aspect of <strong>Panalpina</strong>’s commitment to outstanding<br />

service is its culture of ethical behavior, rigorous compliance<br />

with all applicable laws, and the global experience contributed<br />

by its employees. <strong>Panalpina</strong> realizes that its ultimate<br />

success depends on its employees’ awareness of the<br />

Company’s long term values, and an understanding of how<br />

their individual work contributes to the Company’s success.<br />

Cultivating strong values and a healthy corporate culture<br />

is a long process that calls for commitment and investment<br />

on the part of all stakeholders.<br />

Global experience supports performance<br />

With approximately 500 of its own representative offices in<br />

over 80 countries and close collaboration with partner<br />

companies in 80 more countries, <strong>Panalpina</strong> has the global<br />

footprint and experience base to help its customers succeed<br />

and prosper in the international marketplace. To support<br />

this, <strong>Panalpina</strong> offers its employees an extensive<br />

internal exchange program through which they have the<br />

opportunity to spend an average of three months abroad<br />

within the Company. This popular program remains a priority<br />

for 2012 as it provides employees with multi-cultural<br />

and international experiences that strengthen cross-border<br />

understanding and collaboration.<br />

<strong>Panalpina</strong>’s Code of Conduct<br />

The <strong>Panalpina</strong> Code of Conduct encompasses binding rules<br />

on health, safety, and environment; on employee relations<br />

(including protection from discrimination and harassment);<br />

on ethical business conduct (including fair competition and<br />

antitrust and trade regulations); on the strict prohibition on<br />

bribery and corruption (including a ban on political contributions<br />

by the Company); and on responsibility for Company<br />

assets as well as financial integrity. Derived from the United<br />

Nations’ Universal Declaration of Human Rights and from<br />

internationally recognized environmental standards and<br />

labor laws, <strong>Panalpina</strong>’s Code of Conduct continues to reflect<br />

its commitment to integrity and responsibility across all<br />

operations and divisions.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

The Code of Conduct is available in 30 languages and is<br />

readily accessible by all employees via the intranet and on<br />

the Corporate website, see www.panalpina.com/culture.<br />

Since 2008, it is applied consistently and rigorously throughout<br />

the Company regardless of an employee’s status or<br />

tenure; all <strong>Panalpina</strong> employees are required to sign the<br />

Code of Conduct, indicating their commitment to adhere<br />

to the standards therein. Staff members are encouraged to<br />

report breaches of the Code of Conduct to their line or HR<br />

managers, or directly to the Corporate Compliance Office.<br />

However, if employees are unwilling or unable to do so,<br />

they can also contact a neutral, external hotline or file a<br />

confidential report via the internet.<br />

Resources and training for compliance<br />

<strong>Panalpina</strong>’s Corporate Compliance Officer reports directly<br />

to the CEO and to the Legal and Compliance Committee<br />

of the Board of Directors, and is assisted by a team of<br />

eight full-time Corporate Compliance Managers. In <strong>2011</strong>,<br />

<strong>Panalpina</strong> expanded its corporate compliance team by<br />

adding a position dedicated to focusing on trade compliance,<br />

which includes oversight of export regulations and<br />

issues regarding sanctioned and embargoed countries.<br />

Furthermore, in the year under review, the compliance<br />

team visited <strong>Panalpina</strong> operations in 27 countries for one<br />

to two weeks each in order to ensure that Code of Conduct<br />

and Compliance programs were implemented fully<br />

and correctly. The selection of the countries was based in<br />

part on the Corruption Perceptions Index of Transparency<br />

International, a global civil society organization focused on<br />

the fight against corruption.<br />

Training has remained a focal point in <strong>Panalpina</strong>’s overall<br />

Compliance Program. Since 2008 it has been supported<br />

by an interactive e-learning platform which enables employees<br />

to familiarize themselves with the Code of Conduct<br />

and various aspects of compliance. This program was<br />

enhanced in <strong>2011</strong> by the launch of modules that focus on<br />

the topics of anti-trust and anti-corruption. These modules


are specifically designed for employees who may confront<br />

these issues in their work.<br />

In <strong>2011</strong>, <strong>Panalpina</strong> conducted over 90 on-site compliance<br />

training sessions, with over 1000 employees participating<br />

worldwide.<br />

Sharing compliance initiatives with suppliers and<br />

customers<br />

<strong>Panalpina</strong> initiates regular face-to-face discussions, seminars<br />

and workshops on various aspects of compliance<br />

with its suppliers and customers. This is seen as a key element<br />

to building long-term, trusted collaboration among<br />

the Company’s different stakeholders. In <strong>2011</strong>, <strong>Panalpina</strong><br />

continued to engage with key suppliers, particularly those<br />

in countries where compliance has been seen as particularly<br />

important, regarding performance, necessary<br />

improvements, and compliance certification standards.<br />

<strong>Panalpina</strong> was admitted as a signatory member to the<br />

World Economic Forum Partnering Against Corruption<br />

Initiative (PACI) in 2009, and continued its support for this<br />

important initiative in <strong>2011</strong>. The PACI requires CEO level<br />

commitment to zero tolerance for bribery as well as a commitment<br />

to implement a practical and effective anti-corruption<br />

program within the Company, benchmarked against<br />

the PACI Principles.<br />

www.panalpina.com / culture<br />

Success Factors<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

41


42<br />

Success Factors<br />

Information Technology<br />

Drivers for efficiency excellence<br />

Continuous investment in the most advanced information technology (IT) systems is<br />

an essential part of <strong>Panalpina</strong>’s mission to offer state-of-the-art solutions to customers<br />

with complex transport and logistical needs. To guide this effort, <strong>Panalpina</strong> has a<br />

focused three-year strategic plan dedicated to streamlining data management processes<br />

and improving efficiency.<br />

The global logistics industry is becoming increasingly reliant<br />

on the secure and efficient processing of information.<br />

Therefore, having a robust, effective, and scalable IT infrastructure<br />

is critically important to future growth and success.<br />

In this era of rapid technological progress, identifying<br />

the latest technologies and realizing their value requires<br />

careful analysis of company operations as well as a clear<br />

understanding of customers’ needs.<br />

Ongoing IT advancements<br />

Following the worldwide rollout of a Documentation Management<br />

System in 2010, <strong>Panalpina</strong> began the implementation<br />

of a new collaboration platform in <strong>2011</strong> to provide a<br />

highly secure portal that is accessible to customers. The<br />

objective is to improve efficiency and quality assurance<br />

within the Company while providing a more streamlined<br />

approach to communication and documentation exchange<br />

between <strong>Panalpina</strong> and its customers and partners. Committed<br />

to providing reliable information in a timely manner,<br />

the collaboration platform is part of an Integrated Standard<br />

Business Platform which will be rolled out in its entirety by<br />

the end of 2012. In addition, the Event Management System<br />

will increase the transparency, the quality of data and the<br />

supply chain visibility for customers.<br />

Also introduced in <strong>2011</strong> was the SAP Transportation Management<br />

(TM) platform, which will be rolled out globally<br />

step by step. Following the <strong>2011</strong> implementation of the sea<br />

freight SAP TM application, air freight pilot installations<br />

will be deployed toward the end of 2012. Beginning in 2013,<br />

both the air and ocean freight systems will be rolled out<br />

on a corporate-wide basis. This comprehensive project will<br />

be completed by 2015.<br />

Outlook for 2012<br />

Part of <strong>Panalpina</strong>’s three-year strategic plan is an ongoing<br />

effort to renew legacy applications. Existing systems are<br />

being adapted to improve real-time automation capabilities<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

and assure data quality. These advancements will simplify<br />

processes and positively influence internal IT organization<br />

and quality targets. Innovation is also a key aspect of the<br />

strategic plan, with an emphasis on the adoption of more<br />

sophisticated technologies that promise to enhance communication,<br />

speed, efficiency and, ultimately, productivity.<br />

Various platforms based on mobile communication and<br />

information technologies will be explored with the goal of<br />

improving communication between <strong>Panalpina</strong> and its<br />

customers and partners. <strong>Panalpina</strong> recognizes the potential<br />

value in emerging technologies such as tablets, smartphones<br />

and other mobile solutions, and is prepared to<br />

incorporate these devices when deemed valuable to customers,<br />

business partners, and employees.<br />

In addition to the three-year IT strategy, <strong>Panalpina</strong> will<br />

implement standardized procedures and templates where<br />

possible to streamline processes and meet the demands<br />

of its fast-paced market, while also ensuring efficient and<br />

reliable service. This will include directing its attention to its<br />

supply chain to meet customers’ high expectations in<br />

areas such as package tracking and other real-time data<br />

monitoring capabilities.<br />

In 2012, <strong>Panalpina</strong> will launch an information security<br />

campaign. As part of this project, <strong>Panalpina</strong> will ensure<br />

that the Corporate Information Security Policy is signed<br />

and adhered to by all employees. Security awareness will<br />

be reinforced through training and refresher sessions.<br />

Lastly, as a final step in <strong>Panalpina</strong>’s long-term effort to unify<br />

data centers, security levels and disaster recovery precautions<br />

will be strengthened by a consolidation across the IT<br />

infrastructure throughout 2012 and into 2013. This process<br />

sustains the Company’s business intelligence and mitigates<br />

the risk of business disruption in the event of unforeseeable<br />

emergencies.


Procurement<br />

Strong subcontractor relations as a key asset<br />

Success Factors<br />

One of <strong>Panalpina</strong>’s ongoing strategic goals is to build long-term partnerships with<br />

world-class vendors. In order to effectively maintain this network, <strong>Panalpina</strong>’s<br />

procurement of each product division has streamlined its purchasing processes to<br />

ensure fair, equitable, and efficient treatment of its current and potential partners.<br />

Procurement is a fundamental driver for <strong>Panalpina</strong>’s<br />

success. The Company depends on its network of subcontractors<br />

to continuously improve efficiency and uphold<br />

<strong>Panalpina</strong>’s reputation in order to maintain a competitive<br />

position in the global market. This network is one of<br />

<strong>Panalpina</strong>’s most valuable assets, and results in significant<br />

dividends that are passed along to its customers.<br />

Therefore <strong>Panalpina</strong> is thorough and diligent in selecting<br />

the best possible partners with whom to do business.<br />

Finding and keeping the best partners<br />

In order to choose the most qualified subcontractors for<br />

ocean, air and logistics operations, <strong>Panalpina</strong> implemented<br />

clear criteria for assessing potential subcontractors:<br />

compliance, credibility, pricing, quality of service,<br />

consistency and performance. In addition to excelling in<br />

terms of these criteria, candidates must be willing to<br />

engage in a cooperative partnership, adhere to the Company’s<br />

rules and policies, and remain compliant with applicable<br />

laws and regulations. <strong>Panalpina</strong> is also committed<br />

to practicing fair selection procedures, which include<br />

conducting a consistent evaluation process, allowing for<br />

negotiations, disregarding nationality as a criterion, and<br />

utilizing standard contracts. Because <strong>Panalpina</strong> is a global<br />

company that applies high standards for its vendors, it<br />

does not have a policy to preferentially hire suppliers that<br />

are local to its operations.<br />

Improvements on both sides<br />

In its fast-paced industry, <strong>Panalpina</strong> must work with its<br />

partners to strengthen relationships and recognize areas<br />

for improvement. <strong>Panalpina</strong>’s suppliers have the opportunity<br />

to leverage its considerable experience in the industry to<br />

improve their own operations. Since 2010, the PanGreen<br />

program assesses the energy and environmental impacts<br />

of subcontractors and calculates the carbon footprint of<br />

cargo shipments. Results from this program provided a data<br />

baseline for the network of subcontractors against which<br />

they can measure their own environmental performance.<br />

It is not uncommon for <strong>Panalpina</strong>’s sub contractors to also<br />

be a source of innovative ideas that improve service offerings.<br />

By monitoring each step along the supply chain, and<br />

by actively engaging with its sup pliers, <strong>Panalpina</strong> can improve<br />

overall performance and offer its customers higherquality<br />

services.<br />

Ensuring compliance<br />

<strong>Panalpina</strong> must also carefully manage its exposure to<br />

liability from the actions of its subcontractors. There are<br />

numerous national and international anti-corruption laws<br />

and regulations, environmental regulations, and other legal<br />

requirements with which the Company must comply.<br />

Therefore, as a means of averting risk, regular audits are<br />

conducted to ensure subcontractor compliance with<br />

<strong>Panalpina</strong>’s Anti-Corruption Policies and Code of Conduct,<br />

as well as all applicable laws and regulations.<br />

Continued partnership<br />

Ultimately, both <strong>Panalpina</strong> and its subcontractors have<br />

the opportunity to benefit from these relationship-building<br />

and compliance assurance procedures. In support of<br />

<strong>Panalpina</strong>’s asset-light strategy, the Company attaches<br />

great importance to its growing network of trusted and<br />

reliable partners. As this will remain a key priority in future<br />

too, <strong>Panalpina</strong> intends to continue improving and securing<br />

its position in the market by developing new partnerships<br />

that meet the Company’s business demand.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

43


44<br />

Success Factors<br />

Quality, Security and HSE<br />

A strong commitment to sustainable values<br />

To exceed its customers’ expectations, <strong>Panalpina</strong> is focused on applying outstanding<br />

quality and strong environmental performance. Consequently, it is steadily optimizing<br />

its processes and improving its services to secure long-term success.<br />

<strong>Panalpina</strong>’s robust business and quality control processes<br />

greatly increase the value of its services and ultimately<br />

the satisfaction of its customers. The responsibilities of the<br />

Business Processes and Quality team extend throughout<br />

the organization and are central to maintaining its culture<br />

of responsibility and accountability and its close cooperation<br />

with subcontractors. Key aspects of their efforts include<br />

employee training and development programs, and facilitating<br />

and monitoring the implementation of global standards<br />

for measuring and ensuring the quality of the operational<br />

service delivered to customers.<br />

Employee training for quality improvement<br />

In the past year, <strong>Panalpina</strong> continued its focus on quality<br />

services by implementing Six Sigma methodologies<br />

around the world. This was highlighted by the successful<br />

completion of the first Lean Six Sigma Green Belt Training<br />

at the facility in Basel, Switzerland. Fourteen <strong>Panalpina</strong><br />

employees participated in the training program, which is<br />

based upon the PanCIP framework – the continuous improvement<br />

methodology designed to actively drive process<br />

improvement for <strong>Panalpina</strong> and its customers. In 2012,<br />

the Green Belt Training participants will focus on a series<br />

of quality improvement initiatives to address key elements<br />

of <strong>Panalpina</strong>’s business processes or the specific needs of<br />

certain customers.<br />

In <strong>2011</strong>, the <strong>Panalpina</strong> Project Management program,<br />

PanPM, was expanded to include worldwide class room<br />

trainings. PanPM started in 2010 as a common, standardized<br />

project management methodology intended to streamline<br />

project management across the organization. Over<br />

the past year, almost 1000 <strong>Panalpina</strong> employees have participated<br />

in the classroom, e-learning or introductory training<br />

sessions on the PanPM methodology.<br />

Customer engagement<br />

Engaging with customers and obtaining feedback on<br />

<strong>Panalpina</strong>’s performance continued as an important<br />

goal in <strong>2011</strong>. The results from previous surveys show that<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

quality and speed of service are the two most important<br />

factors for <strong>Panalpina</strong>’s customers. Surveys such as these<br />

play a critical role in informing process improvement and<br />

customer relationship management efforts.<br />

Streamlining information flows<br />

In early <strong>2011</strong>, the GlobaI Invoicing Speed and Quality initiative<br />

began at <strong>Panalpina</strong> in selected business units<br />

and departments. The expected benefits of this effort are<br />

to eliminate defects, to issue and process invoices more<br />

quickly and thereby to improve cash flow. Ultimately the<br />

lessons learned can be passed on to customers as best<br />

practices. This initiative is also built upon the PanCIP<br />

framework and utilizes the principles of the Lean Six Sigma.<br />

<strong>Panalpina</strong> Cargo 2000 Phase 1 certified<br />

In <strong>2011</strong>, <strong>Panalpina</strong> announced that the Group is now Cargo<br />

2000 certified for Phase 1. Cargo 2000 is a three-phase,<br />

multiple stakeholder industry initiative aimed at implementing<br />

a quality management system for the worldwide air<br />

cargo industry in order to improve efficiency. Phase 1 manages<br />

airport-to-airport processes, and Phase 2 tackles<br />

door-to-door shipments. Phase 2 certification is expected<br />

to follow in 2013, in line with the roll-out of a strategic IT<br />

initiative at <strong>Panalpina</strong>.<br />

Recognition for outstanding performance<br />

In <strong>2011</strong>, a number of different units were recognized with<br />

awards. During the eyefortransport’s 9th <strong>Annual</strong> 3PL<br />

Summit held at Antwerp, <strong>Panalpina</strong> received awards in two<br />

categories: Best European 3PL for Pharmaceutical, Healthcare<br />

and Life Sciences, and Best European 3PL for Industrial<br />

Supply Chain. <strong>Panalpina</strong> Greater China was named<br />

the Molex 2010 Supplier of the Year. This is the first logistics<br />

service award from Molex Chengdu and acknowledges<br />

<strong>Panalpina</strong>’s continuous improvement in supply chain management<br />

services, quality, delivery, cost control, and information<br />

technology. In early <strong>2011</strong> <strong>Panalpina</strong> Poland received<br />

the Market Leader in Sea and Air Freight Forwarding in


Poland award in the 9th Logistics Provider of the Year 2010<br />

competition. <strong>Panalpina</strong>’s agent in South Africa, Safcor<br />

<strong>Panalpina</strong> – in <strong>2011</strong> renamed Bidvest <strong>Panalpina</strong> Logistics –<br />

has achieved the diamond award in the latest PMR survey<br />

on freight forwarders. The Company reached the highest<br />

rating amongst 150 respondents. <strong>Panalpina</strong> Northwest<br />

Europe received the Best Logistics Partner 2010 award<br />

from Huawei and was acclaimed by Tesco for its outstanding<br />

customer service. In Switzerland, <strong>Panalpina</strong> ranked<br />

28 out of 250 of the largest Swiss companies assessed<br />

for their sustainability reporting (with special emphasis<br />

on transparency) and garnered first place in the logistics<br />

sector.<br />

Dedication to security<br />

In <strong>2011</strong>, <strong>Panalpina</strong> continued to enhance its ability to provide<br />

solid security solutions, such as secure shipment and<br />

storage of valuable goods in line with its customers’ everchanging<br />

needs and demands. Led by the addition of a new<br />

Head of Security for Corporate Key Accounts, supplementing<br />

the existing Corporate Regional Heads of Security and<br />

Area Security Managers, the <strong>Panalpina</strong> team has vast experience<br />

accrued from years of work in the applicable fields<br />

of supply chain and logistics, law enforcement, military, and<br />

government (Department of Homeland Security).<br />

The tailored supply chain security measures that <strong>Panalpina</strong><br />

offers its customers include Authorized Economic Operators<br />

(AEO), US Customs (CBP) Trade Partnership Against<br />

Terrorism (C-TPAT), US Transportation Security Administration<br />

(TSA), and the Transported Asset Protection Association<br />

(TAPA) security guidelines and protocols. In the past<br />

year, <strong>Panalpina</strong> also continued its solid compliance with<br />

its international regulatory responsibilities, which included<br />

additional AEO certifications, re-certification and validation<br />

in the C-TPAT program, and its record of 100 % screening<br />

of cargo shipped via passenger aircraft from the<br />

US in accordance with the TSA requirements through its<br />

expanding network of ten Certified Cargo Screening<br />

Facilities (CCSF).<br />

<strong>Panalpina</strong>’s Corporate Security team provides subject<br />

matter expertise to the supply chain security field by creating,<br />

reviewing, and updating industry-accepted publications<br />

and guidelines, participating in workshops and highlevel<br />

industry and government meetings, and developing<br />

“best practices” for supply chain security. In the past year,<br />

representatives from <strong>Panalpina</strong>’s Corporate Security team<br />

have been asked to present at the United Nations in<br />

Europe and to participate in working groups with CBP’s<br />

and TSA’s Air Cargo Advanced Screening pilot program<br />

Success Factors<br />

in the US, as well as assisting with standards and programs<br />

in conjunction with the Business Alliance for Secure<br />

Commerce in South America.<br />

Moving forward, <strong>Panalpina</strong>’s Corporate Supply Chain<br />

Security team will remain flexible and adapt to the everevolving<br />

security environment: it will remain dedicated<br />

and committed to the needs of its customers. In 2012, some<br />

planned improvements include:<br />

��������������������������������������������������<br />

<strong>Panalpina</strong> functions in supporting the integration of security<br />

considerations in the development of new facilities.<br />

�������������������������������������������������������<br />

technology solution, which will increase <strong>Panalpina</strong>’s<br />

ability to monitor and manage risk in the Company’s (and<br />

its industry partners’) supply chain network; it will also<br />

provide actual trend and statistical analysis of vulnerabilities<br />

in order to reduce future risk.<br />

��������������������������������������������������������<br />

to <strong>Panalpina</strong> employees through e-learning modules and<br />

updates to the Company’s intranet; this will highlight the<br />

importance of security and emphasize why all employees<br />

should make security a priority in their daily work functions.<br />

Commitment to health, safety, and the environment<br />

The health and safety of <strong>Panalpina</strong>’s employees is of paramount<br />

importance to all of <strong>Panalpina</strong>’s stakeholders. The<br />

Company’s efforts in this area include ensuring a safe and<br />

hygienic workplace, instilling a culture of responsibility and<br />

risk mitigation, and communicating with employees and<br />

contractors on issues of health risks, preventive measures,<br />

hygiene, and proper medical care. Employees at all levels<br />

of the <strong>Panalpina</strong> Group working on any client project are<br />

responsible for upholding the health, safety, and environmental<br />

policies, principles, and objectives of both the client<br />

and <strong>Panalpina</strong>.<br />

The Corporate Business Sustainability and Improvement<br />

Manager – <strong>Panalpina</strong>’s global Health, Safety and Environment<br />

(HSE) representative – ensures the implementation<br />

and maintenance of all processes needed for the HSE system<br />

globally and reports the performance of the system<br />

to the Executive Board. <strong>Panalpina</strong> Management defines the<br />

overall goals of the HSE plan, appoints responsibilities,<br />

provides the authority and necessary resources for implementation,<br />

assesses performance against the goals, and<br />

takes corrective actions as appropriate.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

45


46<br />

Success Factors<br />

In <strong>2011</strong>, <strong>Panalpina</strong> reported zero fatal accidents and<br />

305 nonfatal accidents which included onsite subcontractors.<br />

As part of the Behavioral Safety Program, employees<br />

are also encouraged to report events with 73 “near misses”<br />

reported compared to 82 in the previous year. 35 lost work<br />

day cases resulted in 17.1 days lost per 200,000 total working<br />

hours. Globally, there are more than 40 health, safety<br />

and environment representatives in place at <strong>Panalpina</strong>, who<br />

provide guidance and assistance to the senior management<br />

on HSE issues. Internal audits are performed by more<br />

than 100 trained auditors and 645 on-site inspections<br />

were carried out in <strong>2011</strong>. All areas passed the ongoing surveillance<br />

audits completed by an external certification firm.<br />

Environmental initiatives<br />

<strong>Panalpina</strong>’s global environmental program, PanGreen, is<br />

organized into four key areas: ISO certification, internal data<br />

collection and monitoring, supplier outreach, and greenhouse<br />

gas calculations. These initiatives, which originate<br />

from the <strong>Panalpina</strong> Executive Board and include all business<br />

units and departments, form the basis for <strong>Panalpina</strong>’s<br />

ongoing commitment to reducing its environmental<br />

impacts worldwide.<br />

ISO certification<br />

Comprehensive and systematic environmental management<br />

is a key component of PanGreen. To support this,<br />

<strong>Panalpina</strong> has achieved certification for all offices worldwide<br />

according to the Environmental Management Standard<br />

ISO 14001: 2004. This required integrating the Environmental<br />

Global Standards in compliance with ISO 14001: 2004<br />

into the <strong>Panalpina</strong> Integrated Management System and<br />

subsequently applying this framework to all facilities worldwide.<br />

In addition, all countries had to identify all relevant<br />

local environmental legislation and ensure these laws were<br />

implemented and checked for compliance. On completion<br />

of the rollout and training, very rigorous internal audits<br />

were carried out, supplemented by external audits by thirdparty<br />

firms that specialize in such processes.<br />

Internal data collection<br />

Comprehensive and timely data collection from across the<br />

organization is critical in order to continually monitor and<br />

manage <strong>Panalpina</strong>’s environmental and sustainability related<br />

performance. Over the past years, a number of key performance<br />

indicators have been developed that form the core<br />

of this data collection process. By using an enterprise data<br />

collection tool to measure and monitor key environmental<br />

data, the HSE and Quality team is able to monitor a range<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

of data on an annual, quarterly and monthly basis. Such<br />

data includes:<br />

�������������������������<br />

���������������������<br />

������������������<br />

�������������������<br />

�����������<br />

�����������������<br />

�������������������<br />

�����������������������<br />

This data set is continuously being assessed and<br />

expanded upon as new data becomes available or is seen<br />

as material to <strong>Panalpina</strong>’s ongoing performance.<br />

Calculating CO2 emissions for suppliers and customers<br />

With its Eco-Consumption and Eco-Transport programs,<br />

<strong>Panalpina</strong> emphasizes its commitment to minimizing its<br />

own environmental footprint and to helping its customers<br />

find ways to reduce the impact of their shipments. In the<br />

coming years, these programs will be extended to include<br />

<strong>Panalpina</strong>’s primary subcontractors in order to understand<br />

more fully the various environmental impacts across its<br />

supply chain.<br />

By using a tool that calculates CO2 emissions from transportation<br />

via air, sea, and road, <strong>Panalpina</strong> helps its customers<br />

and suppliers understand their greenhouse gas emissions.<br />

The tool is linked to <strong>Panalpina</strong>’s operational data warehouse,<br />

where information regarding each shipment’s origin,<br />

destination, weight, and mode of transport is consolidated<br />

and centrally stored. The output is a concise report that<br />

gives <strong>Panalpina</strong>’s customers a quarterly summary of their<br />

total CO2 emissions by mode of transport, KPIs for the<br />

overall CO2 efficiency, statistics on total tonnage and transport<br />

performance, and analyses of the top ten lanes utilized.<br />

Customers may use this tool for their own carbon reporting<br />

requirements and to identify opportunities for reducing<br />

carbon emissions.<br />

Environmental performance in <strong>2011</strong><br />

In <strong>2011</strong>, <strong>Panalpina</strong> continued its efforts to collect, compile,<br />

and monitor progress against key environmental impact<br />

indicators in a harmonized manner across all countries<br />

where it operates.<br />

With this commitment came the realization that in order to<br />

establish robust and credible goals for environmental<br />

performance improvements, it is necessary to have clear<br />

baseline data from which to measure and monitor impacts.


Previous goals included 5 % reductions in electricity, vehicle<br />

fuel and water usage, and – through the roll-out of paperless<br />

processes – a 10 % reduction in paper usage by the<br />

end of <strong>2011</strong>. With the recent fluctuations in the global economy,<br />

and the continued improvement in the coverage and<br />

quality of the data collection efforts, the baseline data has<br />

continually shifted in the past several years. Therefore<br />

new goals will be established at the end of 2012 in order<br />

to accurately reflect the true scope of <strong>Panalpina</strong>’s environmental<br />

impacts.<br />

Compared to the previous year, total electricity consumption<br />

increased by 18 %, heating energy rose by 84 %<br />

and vehicle fuel consumption fell by 22 %. Similarly, direct<br />

(Scope 1) CO2 emissions increased by 15 % while indirect<br />

(Scope 2) emissions were up by 30 %. Scope 3 data relevant<br />

to business travel by air has been collected and<br />

showed a 31 % increase over 2010 figures. In <strong>2011</strong>, there<br />

were 4.5 tons of CO2 equivalent emissions per full-time<br />

equivalent. As discussed above, these changes can be primarily<br />

attributed to fluctuations in business due to the<br />

global economic situation and the improved data collection<br />

efforts. <strong>Panalpina</strong> is committed to improving even further<br />

on its environmental monitoring and will continue to improve<br />

the coverage and quality of its data collection efforts<br />

in 2012.<br />

The table on the next page gives an overview of the environmental<br />

performance figures collected in <strong>2011</strong> across<br />

<strong>Panalpina</strong>’s global internal operations.<br />

Success Factors<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

47


48<br />

Success Factors<br />

Activities 1 Performance indicator Unit <strong>2011</strong><br />

Energy and CO2<br />

Electricity Consumption Terajoule 226<br />

Heating Overall consumption Terajoule 169<br />

– District heat Terajoule 10<br />

Vehicle fuel Consumption (<strong>Panalpina</strong>-owned and lease vehicles only) Terajoule 208<br />

CO2 emissions 2 Total emissions Tons 67,779<br />

– Direct (Scope 1) Tons 27,352<br />

– Indirect (Scope 2) Tons 29,795<br />

– Indirect (Scope 3, business air travel) Tons 10,631<br />

Relative emissions per FTE 2 Materials<br />

Tons / FTE 4.5<br />

Paper Consumption Tons 1,113<br />

Water Consumption m3 /1000 257<br />

Spillages 3 Incident Number 14<br />

Notes:<br />

1 For each number, data accuracy from many contributing countries was improved compared to the previous year. There are some<br />

locations for which no data was available. For more details, see the GRI content index.<br />

2 CO2 emissions were calculated according to the guidelines of the Greenhouse Gas Protocol. Emission factors for direct emissions<br />

were taken from IPCC, 2006. Emission factors for indirect emissions were taken from the International Energy Agency (IEA) and the UK<br />

Department for Environment, Food and Rural Affairs (DEFRA). For more details please refer to the GRI content index.<br />

3 There were no cases causing significant damage.<br />

Energy balance by energy category<br />

Indirect<br />

renewable energy<br />

in Gigajoule<br />

240,000<br />

200,000<br />

160,000<br />

120,000<br />

80,000<br />

40,000<br />

0<br />

Indirect<br />

energy<br />

Electricity Heating Owned<br />

vehicles<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Direct energy<br />

CO2 emission by scope and activity<br />

Scope 1<br />

in tons of CO2 equivalent<br />

30,000<br />

25,000<br />

20,000<br />

15,000<br />

10,000<br />

5,000<br />

0<br />

Scope 2<br />

Electricity Heating Owned<br />

vehicles<br />

www.panalpina.com / quality<br />

www.panalpina.com / security<br />

www.panalpina.com / hse


Social Commitment<br />

Responsibility to society<br />

Responsibilities<br />

The <strong>Panalpina</strong> Group honors its social responsibility at different levels. Since 2003,<br />

through its support for the Vision First program in Ghana, it has helped combat<br />

avoidable blindness. On top of this, <strong>Panalpina</strong>’s regional business units are involved<br />

in many local projects.<br />

Engagement at regional level<br />

The ways in which <strong>Panalpina</strong> and its workforce underscore<br />

their social commitment are manifold: Examples include<br />

the collection of over USD 10,000 by employees who took<br />

part in a sponsored run for the American Heart Association,<br />

free-of-charge container deliveries to Haiti, the participation<br />

of 1500 staff members in the <strong>2011</strong> Earth Hour of<br />

the Worldwide Fund for Nature (WWF), and Greater China’s<br />

own “One Shipment, One Dollar” fundraising campaign,<br />

whose proceeds were used to reconstruct a Chinese<br />

school.<br />

Vision First: the fight against avoidable blindness<br />

Apart from its regional sponsorships, <strong>Panalpina</strong> has since<br />

2003 been involved in the Vision First program in Ghana.<br />

In this program, the Swiss and local Red Cross societies<br />

work in partnership with the Ghana Ministry of Health.<br />

Through the wider provision of access to eye care treatment,<br />

these organizations are able in many cases to prevent<br />

patients from becoming blind.<br />

It is estimated that around 1 % of Ghana’s approximately<br />

24 million-strong population, or about 230,000 people, are<br />

blind. Some 80 % of blindness cases have preventable and<br />

treatable causes, such as cataract, trachoma or malnutrition.<br />

Poverty, coupled with a shortage of eye care professionals,<br />

makes it difficult for sufferers to find suitable treatment.<br />

In Africa, there is only about one ophthalmologist<br />

per million inhabitants.<br />

Local resources as key to sustainable progress<br />

The Vision First program adopts a three-pronged approach:<br />

treating eye disorders, training specialized medical personnel,<br />

and expanding the infrastructure and technology<br />

base. This is made possible by a combination of external<br />

funding and local resources. To provide eye care in remote<br />

village communities, the program maintains a network of<br />

volunteers. These carry out sight checks, assist sufferers<br />

in obtaining glasses or treatment at the nearest clinic,<br />

and offer vital information on eye care that helps many to<br />

avoid visual impairment in the first place.<br />

Transition to independent framework<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. Having been sponsored by the Group throughout<br />

its pilot and on-the-ground implementation phases, the<br />

project has now entered the completion stage, which will<br />

see the various institutions gain autonomy. To date, over<br />

1.3 million people have been treated at clinics and advice<br />

surgeries and more than 31,000 operations performed.<br />

<strong>2011</strong> results of Vision First program<br />

Patients treated 166,051<br />

Operations performed 2,144<br />

Patients issued vision aids 2,142<br />

Clinics/hospitals in operation 16<br />

Persons provided with health education 507,860<br />

Number of project participants<br />

Opticians and ophthalmologists 5<br />

Nurses (trained to treat minor eye disorders) 28<br />

Schoolteachers (with special training in healthcare<br />

issues)<br />

www.panalpina.com / society<br />

325<br />

Active Red Cross volunteers 1,000<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

49


50<br />

Responsibilities<br />

Corporate Governance<br />

Corporate Governance and Remuneration <strong>Report</strong>:<br />

committed to a transparent management structure<br />

<strong>Panalpina</strong> is committed to a transparent management structure that is governed<br />

by international corporate governance principles. This Corporate Governance <strong>Report</strong><br />

complies with the revised Directive of the SIX Swiss Exchange and therefore serves<br />

to provide investors with key information regarding corporate governance in an<br />

accessible format. Section 5 of this report also serves as a Compensation <strong>Report</strong> as<br />

recommended by economiesuisse in its Swiss Code of Best Practice for Corporate<br />

Governance guidelines.<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 oriented.<br />

The operating structure is divided into the following<br />

four regional units:<br />

�������������������������������������<br />

��������������<br />

��������������������������������<br />

���������������������������<br />

In 2009, <strong>Panalpina</strong> integrated the regional management<br />

layer into its Head Office structure.<br />

Secondary, the business activities are subdivided into the<br />

following business segments:<br />

�������������<br />

���������������<br />

����������������������������������������������������������<br />

Supplementary information can be taken from the<br />

segmental reporting section of the Consolidated Financial<br />

Statements (pages 84 – 86).<br />

1.1.2 Listed companies within the scope of<br />

consolidation<br />

<strong>Panalpina</strong> World Transport (Holding) Ltd. (PWT), the ultimate<br />

holding company of the <strong>Panalpina</strong> Group, is the only listed<br />

company within the scope of consolidation. PWT has its<br />

registered office in Basel, Switzerland. The PWT shares are<br />

exclusively listed on the SIX Swiss Exchange. The market<br />

capitalization on the closing date amounted to CHF 2.4 billion<br />

(25,000,000 registered shares at CHF 96.20 per share).<br />

The PWT shares are traded under Valor no. 216808,<br />

ISIN CH0002168083, symbol PWTN.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

1.1.3 Non-listed companies within the scope of<br />

consolidation<br />

The main subsidiaries and associated companies are<br />

disclosed in the Consolidated Financial Statements<br />

(pages 122–125) itemized by registered office, nominal<br />

capital, equity interest in percent, investment and method<br />

of consolidation.<br />

1.2 Significant shareholders<br />

The Ernst Göhner Foundation, Zug, Switzerland, is the main<br />

shareholder of PWT, with an equity participation of 43.58 %.<br />

Cevian Capital II Master Fund LP held 11.37 % and <strong>Panalpina</strong><br />

World Transport (Holding) Ltd., held a share capital of 5.47 %<br />

on closing date. The respective treasury shares were purchased<br />

as a result of PWT’s share buyback program (referenced<br />

in section 2.3) and its share and option programs<br />

(referenced in section 5). Other significant shareholders are<br />

Artisan Partners Limited Partnership (5.01 %) and Bestinver<br />

Gestión, S.G. SGIIC (5.05 %).<br />

With regard to other significant shareholders, during the<br />

reporting year disclosures were made on the SIX online<br />

publication platform. The notifications (listed by shareholder<br />

and transaction date) are summarized as follows:<br />

Bestinver Gestión, S.G. SGIIC, Spain<br />

15. 07. <strong>2011</strong> increase of share capital to 3.04 %<br />

17. 10. <strong>2011</strong> increase of share capital to 5.05 %<br />

1.3 Cross-shareholdings<br />

No cross-shareholdings exist between PWT and any other<br />

company.


2 Capital structure<br />

2.1 Capital<br />

On the closing date, the ordinary share capital of PWT<br />

amounted to CHF 50,000,000 and is divided into<br />

25,000,000 registered shares, with a nominal value of<br />

CHF 2.00 each.<br />

2.2 Authorized and conditional share capital<br />

The extraordinary Shareholders’ Meeting of PWT held on<br />

August 23, 2005 agreed with the Board of Directors’ proposal<br />

to create an authorized share capital up to a maximum<br />

aggregate amount of CHF 6,000,000 by issuing a maximum<br />

of 3,000,000 registered shares with a nominal value of<br />

CHF 2.00 each. At the Shareholders’ Meeting of May 10,<br />

<strong>2011</strong> the authorized share capital was renewed at the same<br />

value until May 2013.<br />

The Board of Directors is authorized to exclude the preemptive<br />

rights of shareholders and to convey them to third<br />

parties, provided that such new shares are to be used for<br />

the takeover of entire enterprises, divisions or assets of<br />

enterprises or participations or for the financing of such<br />

transactions. The Board of Directors has not yet made use<br />

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 />

With the exception of the share split introduced at the IPO<br />

in August 2005, there has been no change in the share<br />

capital structure during the years through <strong>2011</strong>.<br />

In August 2007, the Board of Directors initiated a share<br />

buyback program. Under this program, shares amounting<br />

to 5 % of the share capital (1,250,000 shares) have been<br />

repurchased. The buyback program was concluded on<br />

September 2, 2008. The proposal of the Board of Directors<br />

to the <strong>Annual</strong> General Meeting to reduce the share capital<br />

and cancel the repurchased shares has been postponed<br />

with the explicit consent of the Swiss Takeover Board.<br />

2.4 Shares and participation certificates<br />

On the closing date, 25,000,000 fully paid-in PWT registered<br />

shares with a nominal value of CHF 2.00 each were<br />

issued. On this date, no participation certificates were<br />

issued.<br />

Responsibilities<br />

2.5 Dividend-right certificates<br />

On the closing date, no dividend-right certificates had<br />

been issued.<br />

2.6 Limitations on transferability and nominee<br />

registrations<br />

2.6.1 Limitations on transferability for each share<br />

category; indication of statutory group clauses and rules<br />

for granting exceptions<br />

Acquirers of PWT shares are entered into the share register<br />

as shareholders with voting rights upon provision of<br />

proof of the acquisition of the shares and provided that they<br />

expressly declare that they hold the shares in their own<br />

name and for their own account.<br />

The Articles of PWT specify that any shareholder may<br />

exercise voting rights to a maximum of 5 % of the total<br />

number of shares recorded in the commercial register.<br />

This limitation for registration in the share register shall also<br />

apply to persons who hold shares fully or in part through<br />

nominees within the meaning of the Articles. Furthermore,<br />

this limitation for registration in the share register also<br />

applies to registered shares that are acquired through the<br />

exercising of pre-emptive rights, warrants and conversion<br />

rights. The Board of Directors is empowered to allow<br />

exemptions from the limitation for registration in the share<br />

register in particular cases.<br />

The Articles make provision for group clauses.<br />

The limitations on transferability do not apply to the shares<br />

held by the Ernst Göhner Foundation because it held<br />

PWT shares prior to the implementation of the limitations<br />

(so-called grandfathering).<br />

2.6.2 Reasons for granting exceptions in the year<br />

under review<br />

No exceptions were granted during the reporting year.<br />

2.6.3 Admissibility of nominee registrations; indication<br />

of any percent clauses and registration conditions<br />

The Articles of PWT specify that the Board of Directors<br />

may register nominees with voting rights in the share register<br />

up to a maximum of 2 % of the share capital recorded<br />

in the commercial register. Nominees are persons who do<br />

not expressly declare in their application that they hold the<br />

shares for their own account and with whom the Company<br />

has entered into an agreement to this effect.<br />

The Board of Directors is empowered to register nominees<br />

with voting rights exceeding 2 % of the share capital recorded<br />

in the commercial register as long as the respective<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

51


52<br />

Responsibilities<br />

nominees inform PWT of the names, addresses, nationalities<br />

(registered office in the case of legal entities) and the<br />

shareholdings of those persons for whose account they<br />

hold 2 % or 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 statutory<br />

privileges and limitations on transferability<br />

A resolution of the General Shareholders Meeting of PWT<br />

on which at least two-thirds of the voting shares represented<br />

agree is required for any abolition or change of the<br />

provisions relating to transfer 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 Plan, MIP)<br />

are for currently approximately 480 senior managers<br />

of <strong>Panalpina</strong>. As of 2009, the Board of Directors and the<br />

Executive Board have been excluded from participation<br />

in this program. As of <strong>2011</strong>, the options under the MIP program<br />

have been replaced by a free share ratio scheme.<br />

For further details please refer 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 10, <strong>2011</strong>, Lars<br />

Förberg and Knud Elmholdt Stubkjær were elected<br />

to the Board of Directors whereas Rudolf W. Hug, Beat<br />

Walti, Chris E. Muntwyler, Roger Schmid and Hans-Peter<br />

Strodel were re-elected to the Board of Directors for a<br />

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. Hug,<br />

Roger Schmid and Beat Walti) are also members of the<br />

Board of Trustees (Stiftungsrat) of PWT’s main shareholder,<br />

the Ernst Göhner Foundation.<br />

Lars Förberg is a member of the Board of Directors of<br />

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 1944.<br />

Re-elected in <strong>2011</strong> (until 2012).<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Rudolf W. Hug holds a PhD in law from the University of<br />

Zurich and a MBA from INSEAD, Fontainebleau (France).<br />

In 1985, he participated in the Executive Program of the<br />

Graduate School of Business at Stanford University.<br />

From 1977 to 1997, he worked in several positions for<br />

Schweize rische Kreditanstalt (today Credit Suisse). During<br />

the period from 1987 to 1997, he ran the international<br />

division and served as a member of the Executive Board<br />

of Credit Suisse and Credit Suisse First Boston. Since<br />

1998, Rudolf W. Hug has been active as an independent<br />

management consultant.<br />

Rudolf W. Hug has been a member of the Board of Directors<br />

since 2005 and was appointed Chairman of the Board<br />

of Directors on May 15, 2007 following the retirement of<br />

his predecessor.<br />

Beat Walti, Vice Chairman. Swiss citizen. Born in 1968.<br />

Re-elected in <strong>2011</strong>, (until 2012).<br />

Beat Walti holds a PhD in law from the University of Zurich.<br />

In 1998, he became a consultant with McKinsey & Company<br />

in Zurich. In 2001, he was a project manager, shareholder<br />

and board member for the start-up ETOILE Medical. Since<br />

2002, Beat Walti is a lawyer with Wenger & Vieli in Zurich<br />

specializing in corporate, commercial, contract, competition<br />

and antitrust law. He became partner with Wenger & Vieli<br />

in 2007.<br />

Lars Förberg, Member of the Board of Directors. Swedish<br />

citizen. Born in 1965. Elected <strong>2011</strong> (until 2012).<br />

Lars Förberg studied economics in Stockholm and Michigan<br />

and holds a M. Sc. in Economics and Business Administration<br />

from the Stockholm School of Economics. He<br />

started his career as an investment manager and partner<br />

at the private equity company Nordic Capital in Sweden.<br />

At the end of 1997 he moved to the former AB Custos, one<br />

of Sweden’s largest public limited investment companies,<br />

where he worked until September 2001, most recently as<br />

Chief Investment Officer. Since October 2001, Lars Förberg<br />

has been managing partner in Cevian Capital, an investment<br />

company specializing in public limited companies,<br />

which he co-founded.<br />

Chris E. Muntwyler, Member of the Board of Directors.<br />

Swiss citizen. Born in 1952. Re-elected in <strong>2011</strong> (until 2012).<br />

Chris E. Muntwyler attended the School of Commerce<br />

in Zürich and completed various executive programs at<br />

Harvard University, IMD in Lausanne and at the Wharton<br />

University. From 1972 to 1999 he held several positions at<br />

Swissair, until 1981 in various leadership functions in the<br />

Marketing Division, in 1982 as General Manager Marketing


and Sales Scandinavia and from 1986 for North America.<br />

In 1990, he took over the responsibility for the global Priceand<br />

Distribution Policy and was then leading the development<br />

and introduction of the new group IT strategy. Before<br />

leaving Swissair at the beginning of 1999, he was Vice<br />

President Global Distribution. From 1999 to 2008, Chris<br />

E. Muntwyler held several executive positions at DHL<br />

Express, in 1999 as Managing Director Switzerland, in<br />

2002 as Managing Director Germany, in 2003 as Chief<br />

Executive Central Europe, and in 2005 as Chief Executive<br />

United Kingdom.<br />

Today Chris E. Muntwyler is President and CEO of the<br />

management consulting company Conlogic AG.<br />

Roger Schmid, Member of the Board of Directors.<br />

Swiss citizen. Born in 1959. Re-elected in <strong>2011</strong> (until 2012).<br />

Roger Schmid holds a university degree in law as well as<br />

a PhD in law from the University of Zurich. From 1991<br />

to 1995, he was Legal Counsel and Director at Bank Leu,<br />

a subsidiary of Credit Suisse. Roger Schmid works as<br />

an Executive Director of the Ernst Göhner Foundation.<br />

Roger Schmid has been a member of the Board of Directors<br />

since 2003.<br />

Hans-Peter Strodel, Member of the Board of Directors.<br />

Swiss citizen. Born in 1943. Re-elected in <strong>2011</strong> (until 2012).<br />

Hans-Peter Strodel holds a PhD in economics from the<br />

University of St. Gallen. From 1969 until 1974 he was an<br />

executive assistant at Maschinenfabrik Benninger und<br />

Heberlein AG. From 1975 until 1994, he held several positions<br />

at the Oerlikon-Bührle Group, in 1975 as Head of<br />

Planning and Marketing in Italy, and from 1980 as Head of<br />

Finance at Werkzeugmaschinenfabrik Oerlikon-Bührle AG<br />

and Oerlikon-Contraves. From 1995 until 2008, Hans-Peter<br />

Strodel was CFO at Schweizerische Post.<br />

Knud Elmholdt Stubkjær, Member of the Board of<br />

Directors, Danish citizen. Born in 1956. Elected in <strong>2011</strong><br />

(until 2012).<br />

Knud Elmholdt Stubkjær holds a shipping degree from the<br />

Mærsk International Shipping Academy, supplemented with<br />

various executive programmes, a.o. from IMD and INSEAD.<br />

From 1977 through 2007, he held various positions within<br />

the A.P. Møller-Mærsk Group, including a number of postings<br />

in various Asian and European countries. This included<br />

positions as Head of Mærsk Line United Kingdom, President<br />

of Mærsk K.K. Japan, CEO A.P. Møller-Mærsk Singapore<br />

and at the same time Regional Manager A.P. Møller<br />

Group Asia / Oceania / Middle East. In 1999, he became<br />

Head of Mærsk container business worldwide, based in<br />

Responsibilities<br />

Copenhagen, and the same year became partner in the<br />

A.P. Møller-Mærsk Group. In 2008, he became partner in<br />

the E.R. Capital Holding Group in Hamburg, serving as<br />

CEO of one of its subsidiaries, E.R. Schiffahrt GmbH,<br />

a leading maritime service provider within container, bulk<br />

and offshore shipping.<br />

All the members of the Board are non-executive members<br />

and do not actively perform any managerial functions at<br />

PWT or any of the Group companies. Nor have they held<br />

any executive positions within the past three years prior to<br />

this reporting year. None of the members of the Board of<br />

Directors has a substantial business relationship with PWT<br />

or any of 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, Zug<br />

(Switzerland), and Member of the Board of Directors of<br />

the following companies: Deutsche Bank (Schweiz) AG,<br />

Geneva (Switzerland), Allreal Holding AG, Baar (Switzerland);<br />

Ionbond AG, Olten (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 of Cevian<br />

Capital AG, Pfäffikon (Switzerland), a member of the<br />

Board of Directors of Cevian Capital Ltd., Jersey (Channel<br />

Islands), member of the Nomination Committees of Metso,<br />

Helsinki (Finland), Tieto, Helsinki (Finland), and Volvo,<br />

Gothenburg (Sweden).<br />

Chris E. Muntwyler, Member of the Board of Directors of<br />

Austrian Post in Vienna (Austria) and of National Express<br />

Group PLC, London (England).<br />

Roger Schmid, Member of the Board of Trustees and<br />

Executive Director of the Ernst Göhner Foundation, Zug<br />

(Switzerland).<br />

Hans-Peter Strodel, Member of the Board of Directors of<br />

Skyguide, Meyrin (Switzerland).<br />

Knud Elmholdt Stubkjær, Vice Chairman of E.R. Capital<br />

Holding, Hamburg (Germany) and member of the<br />

Board of Directors of Unifeeder A/S, Aarhus (Denmark)<br />

and FR8 Holdings Pty Ltd., Singapore.<br />

Other than these, the members of the Board of Directors<br />

do not hold other material offices, nor do they carry out any<br />

other principal activities that affect the Group.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

53


54<br />

Responsibilities<br />

3.4 Elections and terms of office<br />

3.4.1 Principles of the election procedure and limitations<br />

on the terms of office<br />

The Articles of PWT do not make provision for the general<br />

renewal of office for the Board of Directors. The members<br />

of the Board of Directors are elected at each General<br />

Meeting of Shareholders with a one-year period of office.<br />

They may be re-elected at any time. The Organizational<br />

Regulations of PWT specify an age limit of 72 years for the<br />

members of the Board of Directors.<br />

3.4.2 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 term of<br />

office for each member of the Board of Directors is specified<br />

under section 3.1.<br />

3.5 Internal organizational structure<br />

The Board of Directors is responsible for the ultimate management<br />

of the Company and monitoring of the Executive<br />

Board. It represents the Company externally and is responsible<br />

for all matters which have not been transferred to<br />

another executive body of the Company by the Swiss Code<br />

of Obligations or the Articles. In line with the Articles, the<br />

Board of Directors has established Organizational Regulations<br />

that transfer certain management responsibilities to<br />

the Executive Board.<br />

3.5.1 Allocation of tasks within the Board of Directors<br />

The Board of Directors self-constitutes and appoints its<br />

Chairman and Vice Chairman. The Chairman (in his<br />

absence the Vice Chairman) directly supervises the business<br />

affairs and activities of the Executive Board and is<br />

entitled to regularly attend Executive Board meetings. The<br />

Corporate Auditor as well as the Corporate Secretary, in his<br />

capacity as secretary to the Board of Directors, are directly<br />

subordinated to the Chairman of the Board of Directors.<br />

3.5.2 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 (Chairman),<br />

Lars Förberg (since May <strong>2011</strong>) and Roger Schmid. The<br />

Audit Committee supports the Board of Directors with the<br />

review of the Company’s financial statements, the supervision<br />

of the financial accounting standards and reporting,<br />

the review of the effectiveness of the Internal Control System<br />

and with the efficiency of external and internal audit<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

procedures, including risk management. The Audit Committee<br />

reviews the consolidated annual financial statements<br />

as well as the published interim financial statements and<br />

submits an application to the Board of Directors for approval.<br />

It regularly maintains contact with the Group Auditors and<br />

the Corporate Auditor. On this basis, it adopts the detailed<br />

reports of the Group Auditors and semi-annual reports of<br />

Corporate Audit. It is therefore in the position to audit the<br />

quality, effectiveness and interaction between the control<br />

systems, to determine the audit priorities, to introduce proposed<br />

measures and to monitor their implementation. The<br />

Audit Committee determines the organization of Corporate<br />

Audit, adopts the internal audit charter and approves the<br />

annual 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 the Executive<br />

Board, adopts the necessary measures for risk control<br />

and risk mitigation and reports the respective outcome<br />

to the Board of Directors on a yearly basis. The risk map<br />

itself covers any strategic, financial, operational, legal and<br />

compliance risks that could significantly impact the Company’s<br />

ability to achieve its business goals and financial<br />

targets. Identified risks are weighted and prioritized by the<br />

Executive Board according to their significance and likelihood<br />

of occurrence. For each risk, specific risk mitigation<br />

measures – including their current status – are defined and<br />

responsibilities are allocated. The risk map, which is compiled<br />

by the Risk Review Committee, chaired by the Corporate<br />

Secretary, for review by the Executive Board and subsequent<br />

approval by the Audit Committee, contains risks<br />

identified and assessed by the respective corporate functions,<br />

selected country management, Corporate Audit and<br />

the 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 five<br />

half day meetings. During Audit Committee meetings, direct<br />

discussions took place with representatives of the Group<br />

Auditors and Corporate Audit. Representatives from the<br />

Group Auditors were present at three of these meetings and<br />

the Corporate Auditor (being a permanent participant of<br />

the Audit Committee since August 2010) attended all of the<br />

above-mentioned meetings. At these meetings, the Executive<br />

Board was regularly represented by the CEO, the CFO<br />

and the Corporate Secretary.<br />

The Compensation and Nomination Committee consists of<br />

the following members of the Board of Directors: Rudolf<br />

W. Hug (Chairman), Chris E. Muntwyler and Knud Elmholdt<br />

Stubkjær (since May <strong>2011</strong>). It monitors the selection process<br />

for members of the Board of Directors, the Executive Board


and other selected senior management positions, determines<br />

the overall remuneration and terms of employment<br />

for members of the Board of Directors and the Executive<br />

Board as well as remuneration bands for highly compensated<br />

employees. Regarding the compensation of the<br />

members 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 Directors;<br />

applications for the compensation of the Board members<br />

are decided by the Committee and shared with the Board<br />

of Directors. Each year the Committee decides on the<br />

bonus compensation for the CEO and the other members<br />

of the Executive Board for the previous year, based on<br />

recommendations of the Chairman (for the CEO) and the<br />

CEO (for other Executive Board members). Furthermore,<br />

the Committee regularly reviews the Board Stock Award<br />

Plan, the Executive Board Mid-term and Long-Term Incentive<br />

plans and the Group’s Management Incentive Plan<br />

and submits proposals for final approval to the Board of<br />

Directors. Moreover, it approves concepts and policies<br />

for the Group’s management performance assessment,<br />

succession planning and expat programs.<br />

During the reporting year, the Compensation and Nomination<br />

Committee held three meetings of approximately two<br />

hours each. The Executive Board was regularly represented<br />

at these meetings by the CEO, the Chief HR Officer and<br />

the Corporate Secretary.<br />

The Legal and Compliance Committee consists of the following<br />

members of the Board of Directors: Rudolf W. Hug<br />

(Chairman), Roger Schmid and Beat Walti. It oversees the<br />

Company’s handling of major legal matters, including the<br />

pending anti-trust investigations and related proceedings<br />

as well as the development of the Company’s compliance<br />

policies and procedures. Furthermore the Committee oversees<br />

the compliance undertakings to which the Company<br />

has agreed with the US Department of Justice under<br />

a Deferred Prosecution Agreement in November 2010.<br />

During the reporting year, the Committee has held four<br />

meetings. The Executive Board was represented at these<br />

meetings by the CEO and the Corporate Secretary.<br />

The Committees generally meet prior to Board of Directors<br />

meetings. The chairmen of the committees inform and<br />

update the Board of Directors on the topics discussed and<br />

decisions made during such meetings. They submit proposals<br />

for approval related to decisions that fall within the<br />

scope of the Board of Directors.<br />

Objectives, organization, duties and the cooperation with<br />

the Board of Directors are defined in the Terms of Refer-<br />

Responsibilities<br />

ence of the respective committees which are reviewed and<br />

adopted by the Board of Directors.<br />

The overall responsibility of the Board of Directors is not<br />

affected by these committees.<br />

3.5.3 Working methods of the Board of Directors and its<br />

committees<br />

During the reporting year, the Board of Directors held three<br />

full-day meetings, one two-day meeting and one telephone<br />

conference. The Executive Board was represented by all<br />

its members at these meetings. In urgent cases, telephone<br />

conferences or decisions by circular may be organized in<br />

order for decisions to be taken.<br />

At every meeting, the Executive Board updates the Board<br />

of Directors on business and key financial developments and<br />

main regional and segment development. On a quarterly<br />

basis, detailed consolidated financial statements on the<br />

group, regional and business segment levels are reported<br />

to the Board of Directors in accordance with International<br />

Financial <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 minutes.<br />

3.6 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 and implement<br />

the group strategy, as well as the responsibility to supervise<br />

business and financial development of the Group’s<br />

subsidiaries, to the Executive Board.<br />

The Organizational Regulations adopted by the Board of<br />

Directors govern the cooperation between the Board of<br />

Directors, the Chairman and the Executive Board. It contains<br />

a detailed catalogue of duties and competencies<br />

which determine the financial thresholds within which the<br />

Board of Directors and the Executive Board can efficiently<br />

execute their daily business. The Organizational Regulations,<br />

which are accessible on <strong>Panalpina</strong>’s website, also<br />

outline the reporting duties of the Executive Board on<br />

Group and Holding level.<br />

The main responsibilities of the Board of Directors on Group<br />

level include the determination of the business strategy<br />

on the basis of the proposals of the Executive Board, the<br />

approval of major Group policies and organizational structures,<br />

including topics related to Corporate Governance<br />

and Compliance, the approval of the annual operational and<br />

investment budgets, the approval of any extraordinary<br />

additional investment applications as well as financial planning.<br />

Further responsibilities include decisions regarding<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

55


56<br />

Responsibilities<br />

mergers and acquisitions and major human resources and<br />

remuneration decisions following recommendations and<br />

preparatory work of its Compensation and Nomination<br />

Committee.<br />

3.7 Information and control instruments<br />

vis-à-vis the senior management<br />

The Executive Board informs the Board of Directors of<br />

business developments in a written format on a monthly<br />

basis and a detailed update is provided at each Board of<br />

Directors meeting. Elements of this reporting include<br />

monthly financial reports, consolidated quarterly regional<br />

and business segment results according to IFRS (with<br />

actual figures, previous years’ figures, quarter results and<br />

budget figures as well as a comparison with the financial<br />

guidance), the reporting of business development in all<br />

regions and business segments (including focus on problematic<br />

organizations), the development of shipments,<br />

volumes and tonnages, the debtors’ and creditors’ reports<br />

(including DSO and DPO) as well as the net working capital.<br />

Further information regarding personnel and organizational<br />

changes, extraordinary events and the activities of analysts,<br />

investors and competitors form part of the regular reporting.<br />

Moreover, the Board of Directors annually reviews and<br />

approves the Group’s targets for the individual regions and<br />

business segments and adopts the respective report of<br />

the Executive Board.<br />

During the reporting year, the Chairman of the Board of<br />

Directors partly attended two Executive Board meetings<br />

and regularly receives the minutes of the Executive Board<br />

meetings. The members of the Executive Board regularly<br />

join meetings of the Board of Directors. In addition, individual<br />

senior executives attend specific topic discussions pertaining<br />

to their particular field of expertise when required.<br />

Furthermore, specific meetings of the Board of Directors<br />

are dedicated to a detailed review of major markets, business<br />

segments and the Group’s strategy according to predefined<br />

schedule. For further details please refer to sections<br />

3.5.2 and 3.5.3.<br />

The Audit Committee of the Board of Directors monitors<br />

and assesses the activities of the Corporate Auditor as<br />

well as his cooperation with the Group 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 Audit Committee<br />

approves the proposed risk control and risk mitigation<br />

measures as well as the annual planning and scope<br />

of the internal audit, which is also based on the Risk Map.<br />

For further details please refer to section 3.5.2.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><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, Swiss citizen. Born<br />

in 1959. Member of the Executive Board since 2000 and<br />

CEO since October 2006. Apart from her CEO function,<br />

Monika Ribar has special responsibilities for Corporate and<br />

Regional Development, Corporate Compliance, Corporate<br />

Communications and Panprojects.<br />

Monika Ribar joined the Group in 1991. She held several<br />

positions within the Group’s controlling, IT and global<br />

project management departments. From 2000 to 2005,<br />

she held the position of the CIO (Chief Information Officer)<br />

of the Group and was member of the Executive Board.<br />

In 2005, Monika Ribar was appointed as CFO of the Group<br />

and her appointment as CEO was announced in June<br />

2006. 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 in the<br />

Executive Program of the Graduate School of Business at<br />

Stanford University, Palo Alto, California in 1999.<br />

Marco Gadola, Chief Financial Officer, Swiss citizen.<br />

Born in 1963. Joined <strong>Panalpina</strong> as a member of the Executive<br />

Board in September 2008. Responsible for Corporate<br />

Finance, Controlling, Investor Relations, Strategic<br />

Finance and Projects, Indirect Purchasing and Information<br />

Technology.<br />

Marco Gadola is a finance and economics expert with<br />

many years’ experience in international companies. Before<br />

joining <strong>Panalpina</strong> he was Group CFO and Executive Vice<br />

President Operations of Straumann Holding, a world-leading<br />

Swiss-based dental and oral technology company;<br />

prior to that he was Group CFO of the Swiss-based international<br />

consumer foods company Hero. He also held<br />

leading management positions at the Hilti Group, which<br />

manufactures and sells products for the construction<br />

and building industries. Furthermore, both at Straumann<br />

and at Hero Marco Gadola oversaw production, logistics,<br />

investor relations and information technology worldwide,<br />

and played a leading part in the acquisition and integration<br />

of companies. Marco Gadola has a Masters Degree in<br />

Business Administration and Economics from the University<br />

of Basel (Switzerland). He also completed the Accelerated<br />

Management Development Program at the London School<br />

of Economics.<br />

Christoph Hess, Chief Legal Officer and Corporate Secretary,<br />

Swiss citizen. Born in 1955. Member of the Executive


Board since October 2006. Responsible for Corporate<br />

Legal Services and Insurance.<br />

Christoph Hess joined the Group’s head office in 1994 as<br />

Secretary of the Board of Directors and the Executive<br />

Board. In this capacity he also manages both the Group’s<br />

Legal and Insurance departments. He also managed<br />

Corporate Communications until August 2008. Christoph<br />

Hess holds a degree in law from the University of Basel<br />

and has been admitted to the bar in Switzerland.<br />

Alastair Robertson, Chief Human Resources Officer,<br />

British citizen. Born in 1960. Member of the Executive<br />

Board since April 2008. Responsible for Human Resources.<br />

Alastair Robertson joined the Group in 2007 as Head of<br />

Global Human Resources. Before joining <strong>Panalpina</strong>, he<br />

had been a Vice President at Tetra Pak since 1996, where<br />

he held various positions in the field of Human Resources:<br />

between 1999 and 2001 as Vice President Human<br />

Resources Americas and from 2002 to 2004 as Vice President<br />

Human Resources Europe and Africa. From 1992<br />

to 1996, he worked for W. H. Smith in the field of Personnel,<br />

Development and Training and between 1989 and<br />

1992 he was with Graham Builders Merchants as Manager<br />

Human Resources Management, Training and Development.<br />

He previously served in the military, where he attained the<br />

rank of Major and served in numerous countries. Alastair<br />

Robertson holds an MBA in Strategy and Marketing from<br />

the University of Huddersfield, Bradford (United Kingdom).<br />

He also attended the Royal School of Military Engineering<br />

and the Royal Military Academy in the United Kingdom.<br />

Karl Weyeneth, Chief Operating Officer, Swiss citizen.<br />

Born in 1964. Member of the Executive Board since April<br />

2008. Responsible for Air Freight, Ocean Freight, Logistics,<br />

Marketing and Sales and Business Processes and<br />

Quality.<br />

Karl Weyeneth joined the Group in 2007 as Regional CEO<br />

for North America, where he was responsible for the<br />

development and results of the subsidiaries in USA and<br />

Canada. He is a professional with profound leadership<br />

and management experience in logistics, including freight<br />

management, 3PL and contract logistics. Before joining<br />

<strong>Panalpina</strong>, he was President and CEO Americas of Hellmann<br />

Worldwide Logistics, Inc. (USA) and prior to this he<br />

was Executive Vice President and CFO of Danzas Management<br />

Latin America (USA), where he attained profound<br />

experience in all finance matters. He holds a Bachelor in<br />

Economics and Business Administration from the University<br />

of Berne, Switzerland.<br />

Responsibilities<br />

4.2 Other activities and vested interests<br />

Monika Ribar: Member of the Board of Directors of Logitech<br />

International SA, Romanel / Morges (Switzerland) and<br />

Sika AG, Baar (Switzerland).<br />

Marco Gadola: Member of the Board of Directors of<br />

Calida Holding AG, Sursee (Switzerland) and Luxair SA,<br />

Luxembourg.<br />

4.3 Management contracts<br />

No management contracts exist with any third party<br />

outside the Group.<br />

5 Compensation, shareholdings and loans<br />

5.1 Content and method of determining<br />

the compensation and the share-ownership<br />

programs<br />

The compensation and principles governing the Board of<br />

Directors Stock Award Plan, the Executive Board mid- and<br />

long-term incentive plans and the Management Incentive<br />

Plan for other senior management (excluding the Executive<br />

Board) are determined and approved by the Board of<br />

Directors based on the proposal of the Compensation and<br />

Nomination Committee. Further, the Committee regularly<br />

updates the Board of Directors during the Board of Directors<br />

meetings, applies for changes in the remuneration<br />

system as required and annually reports the bonus allocation<br />

of individual Executive Board members. Members of<br />

the Executive Board do not attend respective discussions<br />

regarding decisions related to their own remuneration.<br />

Remuneration of Executive Board members is benchmarked<br />

against regular market data surveys compiled<br />

through leading Executive Compensation consultants.<br />

The benchmark custom peer group is consisting of some<br />

of <strong>Panalpina</strong>'s main competitors completed with some<br />

Swiss multinational companies with comparable size and<br />

geographical network reach in order to make the sample<br />

substantial enough.<br />

The members of the Board of Directors receive a fixed<br />

annual compensation. Moreover and introduced in 2009,<br />

part of each Board member’s remuneration is in free<br />

shares of the Company to the value of CHF 50,000. The<br />

corresponding number of shares is based on the share’s<br />

closing price on April 30, and has a one-year restriction<br />

period.<br />

The salary package for the members of the Executive<br />

Board consists of a fixed basic salary, lump sum vehicle<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

57


58<br />

Responsibilities<br />

and general expense allowances, additional pension contributions<br />

and a target bonus. 50 % of the target bonus<br />

depends on budgeted Group EBITDA and the achievement<br />

of the external financial guidance for the respective business<br />

year, whereas 50 % depends on the achievement of<br />

measurable individual performance targets. Individual performance<br />

targets are defined for the CEO by the Chairman<br />

and 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 year,<br />

performance targets are jointly determined and a year-end<br />

performance assessment is carried out. The maximum<br />

target bonus of the CEO equals 100 % of the annual basic<br />

salary, whereas maximum target bonuses of other Executive<br />

Board members equal between 67 % and 80 % of their<br />

respective annual basic salaries depending on their function.<br />

All bonus payments are cut if the respective group or<br />

individual performance targets have not been reached.<br />

The Compensation and Nomination Committee annually<br />

reports to the Board of Directors on bonus payments to<br />

the members of the Executive Board.<br />

In 2009, the bonus scheme for Executive Board members<br />

was adjusted to focus on the Company’s sustainable midand<br />

long-term success. Only 60 % of the bonuses – which<br />

continue to be set by the achievement of annually reviewed<br />

Group KPIs and individual performance targets as outlined<br />

above – are paid out in cash, whereas the remainder<br />

is converted into PWTN shares with a one-year restriction<br />

period. The applicable share price for such deferred bonus<br />

shares is the PWTN closing price on April 30, in the first year<br />

of a three-year cycle (2009 to <strong>2011</strong>) which was CHF 62.50.<br />

The deferred bonus share price will thus be redefined on<br />

April 30, 2012. In addition, the number of such allocated<br />

deferred bonus shares is matched by the Company after<br />

twelve months (qualifying period during which the Executive<br />

Board member must remain with the Company) with a<br />

free PWTN share award which also has a one-year restriction<br />

period.<br />

Furthermore, each Executive Board member is participating<br />

in a Long-Term Incentive Plan Pool which rewards<br />

long-term value creation measured by economic profit.<br />

Under this plan, each year (as of 2009) 5 % of the year-onyear<br />

change in economic profit is added to the pool,<br />

whereas negative economic profit is deducted from the<br />

pool. At the end of a five-year plan cycle (2013) each Executive<br />

Board member is entitled to be paid out in cash an<br />

equal share of such pool. Vesting of this plan occurs after<br />

three years at 25 % (<strong>2011</strong>), after four years at 50 % and<br />

100 % after five years.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Due to the introduction of a new share program for the<br />

members of the Board of Directors and the Executive Board<br />

in 2009, neither the members of the Board of Directors<br />

nor the members of the Executive Board are eligible to participate<br />

in the Company’s Management Incentive Plan.<br />

Employment agreements with Executive Board members<br />

stipulate a notice period of twelve months. They do not<br />

contain “golden parachutes” in case of a change of control<br />

nor severance payments after termination of employment.<br />

Further information related to both overall and individual<br />

remuneration of the Board of Directors and Executive<br />

Board members as well as shares and options held by<br />

these persons at the closing date including a comparison<br />

with the previous year are reflected in the audited Notes<br />

to the Consolidated Financial Statements (pages 89 – 93<br />

and 115 – 118) according to article 663bbis of the Swiss<br />

Code of Obligations.<br />

Compared to the previous year, the annual compensation<br />

of the Board of Directors remained unchanged. The Board<br />

Stock Award Plan, which was introduced in 2009, has<br />

been applied for the business year <strong>2011</strong>.<br />

Overall compensation for the CEO increased in the reporting<br />

year due to a salary increase resulting in higher bonus<br />

potential and other related benefits.<br />

Compensation to other Executive Board members also<br />

increased due to salary increase for certain Executive Board<br />

functions and due to an increase of the maximum bonus<br />

payments to a new range of 67 % – 80 % depending on<br />

their function (2010: 50 % – 67 %).<br />

6 Shareholders’ participation<br />

6.1 Voting rights and representation restrictions<br />

Each share carries one vote at the General Meeting of<br />

Shareholders. The Articles state that when exercising voting<br />

rights, no shareholder may directly or indirectly represent<br />

more than 5 % of the total shares issued by the Company<br />

for own and represented shares.<br />

The Articles provide for group clauses.<br />

The voting right restrictions are not applicable to representatives<br />

of the corporate body (Organvertreter) as well as<br />

the independent proxy holder of voting rights (unabhängiger<br />

Stimmrechtsvertreter). In order to facilitate the exercise of<br />

voting rights of deposited shares, the Board of Directors is<br />

entitled to enter into agreements with banks which deviate<br />

from the voting restrictions.


The voting restrictions do not apply to the shares held by<br />

the Ernst Göhner Foundation, because it held PWT<br />

shares prior to the introduction of the voting restrictions<br />

(grandfathering).<br />

Any abolition or change of the provisions relating to the<br />

restrictions on voting rights requires a resolution of the<br />

General Meeting of Shareholders on which at least twothirds<br />

of the voting shares represented agree.<br />

A written proxy entitles a shareholder to be represented at<br />

the General Meeting of Shareholders by his or her legal<br />

representative, or by another shareholder with the right to<br />

vote, or by the representative of the corporate body<br />

(Organvertreter), or by the independent proxy holder of<br />

voting rights (unabhängiger Stimmrechtsvertreter) or by the<br />

proxy holder of 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 two-thirds majority<br />

of the shares represented at the General Meeting of Shareholders<br />

is required for the following resolutions:<br />

��������������������������������������������������������<br />

transfer restrictions;<br />

������������������������������������������������������������<br />

restriction of voting rights;<br />

������������������������������������������������������<br />

shares;<br />

�������������������������������������������������������<br />

�����������������������������������������������������<br />

Directors;<br />

���������������������������������������������������������������<br />

well as the repeal or relief of the stated quorum. A resolution<br />

to increase the quorum as set forth in the Articles<br />

must be based on the 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 of<br />

CHF 1 million may request that an item be placed on<br />

the 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 />

Responsibilities<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 the PWT share<br />

register. Shareholders (or registered nominees) who cannot<br />

personally attend the General Meeting of Shareholders are<br />

entitled to nominate a representative according to the provisions<br />

in the Articles, who represents them by written proxy.<br />

For the purpose of determining voting rights, the share<br />

register is closed for registration from the date upon which<br />

the General Meeting of Shareholders has been called<br />

(date of invitation) until the day after the General Meeting<br />

of Shareholders has taken place.<br />

7 Changes of control and defense 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 of<br />

Directors nor of the Executive Board have a change-ofcontrol<br />

clause.<br />

8 Auditors<br />

8.1 Duration of the mandate and term of office<br />

of the lead auditor<br />

The mandate to act as statutory and Group Auditors is<br />

assumed by KPMG, Zurich. The lead auditor, Regula<br />

Wallimann, took up office on May 6, 2008 for a seven-year<br />

term.<br />

8.2 Auditing fees<br />

According to financial accounting, invoices for auditing<br />

fees for the financial year amounted to CHF 2,999,000.<br />

Further KPMG invoiced CHF 49,000 for audit-related<br />

services.<br />

8.3 Additional fees<br />

The auditors KPMG were compensated an additional<br />

amount of CHF 1,204,000 for further services rendered in<br />

the financial year. KPMG was mandated in the reporting<br />

year in particular for tax consulting (CHF 1,129,000) and<br />

other non-audit related work (CHF 75,000).<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

59


60<br />

Responsibilities<br />

8.4 Informational instruments pertaining to<br />

the external audit<br />

The Group Auditors are supervised and controlled by the<br />

Audit Committee. The Group Auditors report to the Audit<br />

Committee and periodically the lead auditor participates in<br />

the meetings. During these meetings, the Group Auditors<br />

present a detailed audit plan for the current year including<br />

risk-based audit priorities, the audit scope, proposals regarding<br />

audit fees, organization and timing as well as updates<br />

and status of the results of the Internal Control System. In<br />

subsequent meetings they present interim audit findings<br />

with respective statements and recommendations later followed<br />

by a detailed audit report. Presentations also contain<br />

references to upcoming changes in legislation and IFRS.<br />

The main criteria for the selection of Group Auditors include<br />

independence, network capabilities, industry and IT experience<br />

of the audit team, a risk-based audit approach,<br />

a central process management as well as the integration<br />

of Corporate Audit and risk management functions. The<br />

Audit Committee annually assesses the performance of the<br />

Group Auditors and determines the audit fees (refer to<br />

section 3.5).<br />

9 Information policy<br />

<strong>Panalpina</strong> regularly updates its website at<br />

www.panalpina.com, informing the public of any major<br />

events, organizational changes and (quarterly) financial<br />

results. Press releases are accessible to all visitors to the<br />

website; alternatively, subscriptions can be made so that<br />

the latest press releases are automatically forwarded via<br />

e-mail. Furthermore, all publications such as the <strong>Annual</strong><br />

<strong>Report</strong> (including the Corporate Governance and Compensation<br />

<strong>Report</strong>), customer magazine and sales brochures<br />

are available online. The dates of the General Meeting of<br />

Shareholders as well as dates of publication of the quarterly<br />

financial results are printed in the <strong>Annual</strong> <strong>Report</strong> and<br />

appear in the Financial Calendar on the web site (under<br />

Investor Relations). The minutes of shareholder meetings<br />

are available online.<br />

www.panalpina.com / corpgov<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Global <strong>Report</strong>ing Initiative<br />

www.panalpina.com / gri<br />

Responsibilities<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

61


62<br />

Consolidated and <strong>Annual</strong><br />

Financial Statements <strong>2011</strong><br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Contents<br />

Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Income Statement 64<br />

Consolidated Statement of Comprehensive Income 65<br />

Consolidated Statement of Financial Position 66<br />

Consolidated Statement of Changes in Equity 67<br />

Consolidated Statement of Cash Flows 69<br />

Notes to the Consolidated Financial Statements 70<br />

Principal Group Companies and Participations 122<br />

<strong>Report</strong> of the Group Auditors 127<br />

Key Figures in CHF (five-year review) 128<br />

Consolidated Statement of Financial Position in CHF (five-year review) 130<br />

Key Figures in EUR (five-year review) 131<br />

Consolidated Statement of Financial Position in EUR 133<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong> of <strong>Panalpina</strong> World Transport (Holding) Ltd.<br />

Income Statement 134<br />

Balance Sheet as of December 31 (before profit appropriation) 135<br />

Notes to the Financial Statements 136<br />

Appropriation of Available Earnings 140<br />

<strong>Report</strong> of the Statutory Auditors 141<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

63


64<br />

Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Income Statement<br />

for the years ended December 31, <strong>2011</strong> and 2010<br />

in thousand CHF Notes <strong>2011</strong> 2010<br />

Forwarding services 7,925,993 8,675,826<br />

Customs, duties and taxes (1,426,345) (1,511,665)<br />

Net forwarding revenue 5 6,499,648 7,164,161<br />

Forwarding services from third parties 5 (5,022,599) (5,684,084)<br />

Gross profit 5 1,477,049 1,480,077<br />

Personnel expenses 6 (892,421) (890,937)<br />

Other operating expenses 9 (372,438) (527,051)<br />

(Losses)/gains on sales of non-current assets 10 (106) 277<br />

EBITDA 212,084 62,366<br />

Depreciation of property, plant and equipment 14 (28,484) (38,891)<br />

Amortization of intangible assets 15 (9,383) (8,113)<br />

Operating result (EBIT) 174,217 15,362<br />

Finance income 11 6,268 6,248<br />

Finance costs 11 (11,903) (15,488)<br />

Profit before income tax (EBT) 168,582 6,122<br />

Income tax expenses 12 (41,169) (32,119)<br />

Consolidated profit 127,413 (25,997)<br />

Consolidated profit attributable to:<br />

Owners of the parent 126,294 (27,350)<br />

Non-controlling interests 24 1,119 1,353<br />

Earnings per share (in CHF per share)<br />

Basic 13 5.34 (1.16)<br />

Diluted 13 5.33 (1.16)<br />

The notes on pages 70 to 125 are an integral part of these consolidated financial statements.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Statement of Comprehensive Income<br />

for the years ended December 31, <strong>2011</strong> and 2010<br />

in thousand CHF Notes <strong>2011</strong> 2010<br />

Consolidated profit 127,413 (25,997)<br />

Other comprehensive income<br />

Available-for-sale financial assets 16 3,994 (1,828)<br />

Amounts recognized in equity for defined benefit post-employment plans<br />

– Actuarial gains (losses) 7 (23,297) (11,347)<br />

– Exchange difference 7 1,163 751<br />

Exchange difference on translations of foreign operations (11,238) (15,027)<br />

Income tax on components of other comprehensive income 12 5,296 5,289<br />

Other comprehensive income for the period, net of tax (24,082) (22,162)<br />

Total comprehensive income for the period 103,331 (48,159)<br />

Attributable to owners of the parent 102,416 (49,082)<br />

Attributable to non-controlling interests 24 915 923<br />

The notes on pages 70 to 125 are an integral part of these consolidated financial statements.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

65


66<br />

Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Statement of Financial Position<br />

as at December 31, <strong>2011</strong> and 2010<br />

Assets<br />

in thousand CHF Notes <strong>2011</strong> 2010<br />

Non-current assets<br />

Property, plant and equipment 14 113,180 113,833<br />

Intangible assets 15 141,743 78,091<br />

Investments 16 72,256 34,843<br />

Derivative financial instruments 21 459 0<br />

Post-employment benefit assets 7 0 10,312<br />

Deferred income tax assets 27 62,313 65,871<br />

Total non-current assets 389,951 302,950<br />

Current assets<br />

Other receivables and other current assets 19 84,997 97,957<br />

Unbilled forwarding services 77,346 74,742<br />

Trade receivables 20 984,404 958,114<br />

Derivative financial instruments 21 5,045 20,454<br />

Other current financial assets 22 20,000 6,089<br />

Cash and cash equivalents 22 573,579 528,936<br />

Total current assets 1,745,371 1,686,292<br />

Total assets 2,135,322 1,989,242<br />

Liabilities and equity<br />

in thousand CHF Notes <strong>2011</strong> 2010<br />

Equity<br />

Share capital 23 50,000 50,000<br />

Treasury shares 23 (197,278) (196,003)<br />

Reserves 1,053,086 950,282<br />

Total equity attributable to owners of the parent 905,808 804,279<br />

Non-controlling interests 24 9,082 7,890<br />

Total equity 914,890 812,169<br />

Non-current liabilities<br />

Borrowings 25 231 403<br />

Provisions 26 85,032 112,579<br />

Post-employment benefit liabilities 7 47,151 40,671<br />

Derivative financial instruments 21 0 539<br />

Deferred income tax liabilities 27 14,492 20,745<br />

Total non-current liabilities 146,906 174,937<br />

Current liabilities<br />

Trade payables 588,104 521,207<br />

Other payables and accruals 144,354 134,264<br />

Accrued cost of services 184,519 174,840<br />

Borrowings 25 7,296 9,335<br />

Derivative financial instruments 21 4,648 4,993<br />

Provisions and other liabilities 28 125,420 141,053<br />

Current income tax liabilities 19,185 16,444<br />

Total current liabilities 1,073,526 1,002,136<br />

Total liabilities 1,220,432 1,177,073<br />

Total equity and liabilities 2,135,322 1,989,242<br />

The notes on pages 70 to 125 are an integral part of these consolidated financial statements.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Statement of Changes in Equity<br />

for the year ended December 31, <strong>2011</strong><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 />

Consolidated Financial Statements <strong>2011</strong><br />

Total<br />

Non-<br />

controlling<br />

interests<br />

Balance on January 1, <strong>2011</strong> 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 />

Total<br />

equity<br />

Available-for-sale financial assets<br />

Amounts recognized in equity for<br />

defined benefit post-employment plans<br />

16 3,994 3,994 3,994<br />

– Actuarial gains (losses) 7 (23,297) (23,297) (23,297)<br />

– Exchange difference<br />

Exchange difference on translations<br />

7 1,163 1,163 1,163<br />

of foreign operations<br />

Income tax on components<br />

(11,034) (11,034) (204) (11,238)<br />

of other comprehensive income<br />

Total comprehensive income<br />

12 5,296 5,296 5,296<br />

for the period 0 0 (12,844) (11,034) 126,294 102,416 915 103,331<br />

Dividends paid<br />

Share-based payments<br />

24 0 0 (46) (46)<br />

employee share plan<br />

Share-based payments<br />

8 1,255 1,255 1,255<br />

option plan 8 662 662 662<br />

Changes in treasury shares, net (1,274) (1,530) (2,804) (2,804)<br />

Acquired non-controlling interests 24 0 0 323 323<br />

Balance on December 31, <strong>2011</strong> 50,000 (197,277) (121,706) (162,104) 1,336,895 905,808 9,082 914,890<br />

The notes on pages 70 to 125 are an integral part of these consolidated financial statements.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

67


68<br />

Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Statement of Changes in Equity<br />

for the year ended December 31, 2010<br />

in thousand CHF<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><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 />

Non-<br />

controlling<br />

interests<br />

Balance on January 1, 2010 50,000 (192,567) (101,723) (136,473) 1,237,327 856,564 7,015 863,579<br />

Consolidated profit (27,350) (27,350) 1,353 (25,997)<br />

Total<br />

equity<br />

Available-for-sale financial assets<br />

Amounts recognized in equity for<br />

defined benefit post-employment plans<br />

16 (1,828) (1,828) (1,828)<br />

– Actuarial gains (losses) 7 (11,347) (11,347) (11,347)<br />

– Exchange difference<br />

Exchange difference on translations<br />

7 751 751 751<br />

of foreign operations<br />

Income tax on components<br />

(14,597) (14,597) (430) (15,027)<br />

of other comprehensive income<br />

Total comprehensive income<br />

12 5,289 5,289 5,289<br />

for the period 0 0 (7,135) (14,597) (27,350) (49,082) 923 (48,159)<br />

Dividends paid<br />

Share-based payments<br />

24 0 0 (52) (52)<br />

employee share plan<br />

Share-based payments<br />

8 676 676 676<br />

option plan 8 1,540 1,540 1,540<br />

Changes in treasury shares, net (3,436) (1,979) (5,415) (5,415)<br />

Reclassification non-controlling interests 24 (4) (4) 4 0<br />

Balance on December 31, 2010 50,000 (196,003) (108,862) (151,070) 1,210,214 804,279 7,890 812,169<br />

The notes on pages 70 to 125 are an integral part of these consolidated financial statements.


Consolidated Statement of Cash Flows<br />

for the years ended December 31, <strong>2011</strong> and 2010<br />

Consolidated Financial Statements <strong>2011</strong><br />

in thousand CHF Notes <strong>2011</strong> 2010<br />

Profit for the period 127,413 (25,997)<br />

Income tax expenses 12 41,169 32,119<br />

Depreciation of property, plant and equipment 14 28,484 38,891<br />

Amortization of intangible assets 15 9,383 8,113<br />

Finance income and dividend on available-for-sale financial assets 11 (6,268) (6,078)<br />

Interest expenses 11 5,932 5,516<br />

Exchange differences 11 2,840 609<br />

(Losses)/gains on sales of property, plant and equipment 10 106 (277)<br />

Equity-settled share-based payment transactions 8 2,936 2,281<br />

Other non-cash expenses (869) 9,791<br />

Working capital adjustments:<br />

211,126 64,968<br />

(Increase)/decrease receivables and other current assets (21,893) (208,859)<br />

Increase/(decrease) payables, accruals and deferred income 89,262 133,890<br />

(Decrease)/increase long-term provisions (15,508) 48,980<br />

(Decrease)/increase short-term provisions and other liabilities (33,915) 36,287<br />

Cash generated from operations 229,072 75,266<br />

Interest paid (2,577) (5,198)<br />

Income taxes paid (32,996) (33,031)<br />

Net cash from operating activities 193,499 37,037<br />

Interest received 4,695 5,206<br />

Dividends received 11 172 99<br />

Proceeds from sales of PPE 1,633 3,009<br />

Proceeds from investments held for trading 12 0<br />

Proceeds from sales of securities 0 150<br />

Loan and receivables repayments 1,148 7,586<br />

Repayment of other financial assets 1,927 1,345<br />

Purchase of property, plant and equipment (30,715) (28,173)<br />

Acquisition of subsidiary, net of cash acquired 30 (59,986) (2,384)<br />

Purchase of intangible assets and other assets (19,648) (13,967)<br />

Purchase of investments held for trading (13,840) 0<br />

Purchase of other financial assets (36,954) (3,663)<br />

Net cash used in investing activities (151,556) (30,792)<br />

Free cash flow 41,943 6,245<br />

Proceeds of short- and long-term borrowings 142 2,831<br />

Repayment of short- and long-term borrowings 0 (5,228)<br />

Dividends paid to non-controlling interests 24 (46) (52)<br />

Purchase of treasury shares (8,617) (10,540)<br />

Sale of treasury shares 4,685 4,865<br />

Net cash used in financing activities (3,836) (8,124)<br />

Effect of exchange rate changes on cash and cash equivalents 6,536 (988)<br />

Net increase (decrease) in cash and cash equivalents 44,643 (2,867)<br />

Cash and cash equivalents at the beginning of the year 22 528,936 531,803<br />

Cash and cash equivalents at the end of the year 22 573,579 528,936<br />

The notes on pages 70 to 125 are an integral part of these consolidated financial statements.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

69


70<br />

1<br />

2<br />

3<br />

Consolidated Financial Statements <strong>2011</strong><br />

Notes to the Consolidated Financial Statements<br />

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<br />

providers of supply chain solutions, combining intercontinental Air and Ocean Freight with comprehensive Value-Added Logistic Services<br />

and Supply Chain Services. Thanks to its in-depth industry know-how and customized IT systems, <strong>Panalpina</strong> provides globally integrated<br />

end-to-end 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 Viaduktstrasse<br />

42, 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>2011</strong> were authorized for issuance in accordance with a resolution<br />

by the Board of Directors on March 2, 2012.<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>2011</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<br />

up 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<br />

differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Deviations from estimates and<br />

judgments are recognized in the period in which 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 />

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<br />

to conform with the current year’s presentation.<br />

Effective from January 1, <strong>2011</strong>, the Group adopted the revised standard IAS 24 “Related Party Disclosures” as well as the amendments to<br />

IAS 32 “Financial Instruments: Presentation – Classification of Rights Issues” and IFRIC 14 “The Limit on a Defined Benefit Asset, Minimum<br />

Funding Requirements and their Interaction – Prepayments of a Minimum Funding Requirement.”<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><br />

IAS 24 (revised) “Related Party Disclosures”<br />

The revised standard supersedes IAS 24 “Related Party Disclosures”, issued in 2003. IAS 24 (revised) is mandatory for periods<br />

beginning on or after January 1, <strong>2011</strong>. The revised standard provides a simplified definition of related parties by clarifying its intended<br />

meaning and eliminating inconsistencies from the definition. The adoption of the revised standard did not impact on the financial<br />

statements of the Group.<br />

IAS 32 (amendment) “Financial Instruments: Presentation – Classification of Rights Issues”<br />

The amendment applies to annual periods beginning on or after February 1, 2010. The amendment addresses the accounting for rights<br />

issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such<br />

rights issues are now classified as equity regardless of the currency in which the exercise price is denominated. Previously, these issues<br />

had to be accounted for as derivative liabilities. The amendment applies retrospectively in accordance with IAS 8 “Accounting Policies,<br />

Changes in Accounting Estimates and Errors.” As <strong>Panalpina</strong> has no rights issues, the adoption of this amendment did not have any<br />

impact on the consolidated financial statement.<br />

IFRIC 14 (amendment) “The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction – Prepayment<br />

of a Minimum Funding Requirements”<br />

The amendment corrects an unintended consequence of IFRIC 14 “IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding<br />

Requirements and Their Interaction.” Without the amendment, entities are not permitted to recognize some voluntary prepayments<br />

for minimum funding contributions as an asset. With this amendment this has been revoked and should be applied retrospectively to<br />

the earliest comparative period presented. The adoption of this amendment did not impact on the financial statements of the Group.<br />

In addition, the IASB issued amendments to its standards in May 2010, primarily with a view to remove inconsistencies and clarifying<br />

the wording. There are separate transitional provisions for each standard. The adoption of the amendments resulted in changes to the<br />

accounting policies but did not have any significant impact on the financial position or performance of the Group.<br />

The following new or revised standards, amendments to standards and interpretations that have been published are mandatory for the<br />

Group’s accounting periods beginning on or after January 1, 2012 or for later periods, but the Group has not yet adopted them:<br />

IFRS 7 (amended) “Disclosures – Transfers of Financial Assets”<br />

In October 2010 the IAS issued “Disclosures – Transfers of Financial Assets” (amendments to IFRS 7) with an effective date of July 1, <strong>2011</strong>.<br />

<strong>Panalpina</strong> is in the process of analyzing the impact of the amendments to IFRS 7.<br />

IFRS 9 “Financial instruments”<br />

Addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November<br />

2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS<br />

9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at<br />

amortized cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing<br />

its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains<br />

most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part<br />

of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement,<br />

unless this creates an accounting mismatch. The Group is yet to assess IFRS 9’s full impact and intends to adopt IFRS 9 no later than<br />

the accounting period beginning on or after January 1, 2015.<br />

IFRS 10 “Consolidated Financial statements”<br />

The new standard creates a uniform definition regarding the concept of control thus setting a uniform basis for the existence of a<br />

parent-subsidiary relationship and the related definition of the scope of consolidation. The Group is yet to assess IFRS 10’s full impact<br />

and intends to adopt IFRS 10 no later than the accounting period beginning January 1, 2013.<br />

IFRS 11 “Joint Arrangements”<br />

IFRS 11 addresses joint arrangements distinguishing between arrangements where an entity exercises joint control over a joint venture<br />

or joint operation and the accounting of such. The new Standard supersedes IAS 31 “Interests in Joint Ventures” and SIC-13 “Jointly<br />

Controlled Entities – Non-Monetary Contributions by Venturers” as the henceforth relevant provisions addressing issues of accounting<br />

for jointly held entities. The Group is yet to assess IFRS 11’s full impact and intends to adopt IFRS 11 no later than the accounting<br />

period beginning January1, 2013.<br />

IFRS 12 “Disclosure of interests in other entities”<br />

Includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose<br />

vehicles and other off balance sheet vehicles. The Group is yet to assess IFRS 12’s full impact and intends to adopt IFRS 12 no later<br />

than the accounting period beginning on or after January 1, 2013.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

71


72<br />

Consolidated Financial Statements <strong>2011</strong><br />

IFRS 13 “Fair value measurement”<br />

The aim of the standard is to improve consistency and to reduce complexity by providing a precise definition of fair value and a single<br />

source of fair value measurement and disclosure requirements across all IFRS standards. The requirements, which are largely aligned<br />

between IFRS and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where<br />

its use is already required or permitted by other standards within IFRS or US GAAP. The Group is yet to assess IFRS 13’s full impact<br />

and to adopt IFRS 13 no later than the accounting period beginning on or after January 1, 2013.<br />

Amendments to IAS 1 “Presentation of Financial Statements”<br />

In June <strong>2011</strong> the IASB issued Presentation of items of Other Comprehensive Income (amendments to IAS 1) “Presentation of Financial<br />

Statements” with an effective date of July 1, 2012. The Group is yet to assess the amendments impact.<br />

Amendments to IAS 12 “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<br />

a partial clarification of the treatment of timing differences arising in connection with the application of the fair-value model of IAS 40.<br />

In the case of real estate held for investment purposes, it is often difficult to assess whether existing differences will reverse through<br />

continued 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<br />

consequence of the amendment, SIC 21 “Income Taxes – Recovery of Revalued Depreciable Assets” shall no longer be effective for<br />

real estate held for investment purposes measured at fair value. The Group anticipates no impact on its financial statements in applying<br />

this amendment, which will become effective for accounting periods on or after January 1, 2012.<br />

IAS 19 “Employee benefits”<br />

The standard was amended in June <strong>2011</strong>. As the Group already eliminated the corridor approach and recognized all actuarial gains and<br />

losses in Other Comprehensive Income (OCI) as they occurred and already recognized all past service costs the impact on Group l<br />

evel will only be the replacement of interest costs, and the expected return on plan assets with a net interest amount that is calculated<br />

by applying the discount rate to the net defined benefit liability (asset). In addition the amendments require additional disclosures.<br />

The Group is yet to assess the full impact of the amendments. The amendments are mandatory for periods beginning on or after<br />

January 1, 2012.<br />

IAS 27 “Consolidated and Separate Financial Statements”<br />

IAS 27 will be renamed from “Consolidated and Separate Financial Statements” to “Separate Financial Statements” and henceforth<br />

shall apply only to entities preparing stand-alone financial statements in accordance with IFRS. The new standard has no impact on the<br />

Group as it does not prepare stand-alone financial statements in accordance with IFRS.<br />

IAS 28 “Investments in Associates”<br />

In the amendments to IAS 28, the content of the provisions governing the accounting for shares in associates and joint ventures is<br />

expanded. The Group is yet to assess full impact of this amendment and intends to adopt the amendment no later than the accounting<br />

period beginning January 1, 2013.<br />

Amendments to IAS 32 “Financial Instruments: Presentation” and IFRS 7 “Financial Instruments: Disclosures – Offsetting of<br />

Financial Assets and Financial Liabilities”<br />

The preconditions set out in IAS 32 regarding the set-off are set out in additional application guidelines. The Amendments to IFRS 7<br />

concern new disclosure requirements in connection with certain netting agreements. The Group is yet to assess full impact of these<br />

amendments and intends to adopt the amendments no later than the accounting period beginning January 1, 2014.<br />

There are no other IFRS or IFRIC interpretations that are not yet effective and would be expected to have a material impact on the Group.<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<br />

as the power to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. This control is<br />

normally evidenced when the Group owns, either directly or indirectly, more than one half of the voting rights or currently exercisable<br />

potential voting rights of a company’s share capital. Inter-company balances, transactions and resulting unrealized income are eliminated<br />

in full. Changes in ownership interests in subsidiaries are accounted for as equity transactions if they occur after control has already been<br />

obtained and if they do not result in a loss of control.<br />

The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition<br />

of a subsidiary is determined by the fair values of the assets transferred, the liabilities incurred to previous owners 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. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities assumed in a<br />

business combination are measured initially at their fair value at acquisition date. On an acquisition by acquisition basis, the Group recognizes<br />

any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s<br />

net assets. Investments are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from<br />

contingent consideration amendments. Cost also includes direct attributable costs of investment.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><br />

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition date fair value<br />

of any previous equity interest in the acquiree over the fair value of the Group’s share of the identifiable net assets acquired are recorded<br />

as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of bargain purchase, the difference is<br />

recognized directly in the statement of comprehensive income.<br />

The Group treats transactions with non-controlling interests as transactions with equity owner of the Group. For purchases from-noncontrolling<br />

interest, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the<br />

subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.<br />

When the Group ceases to have significant influence, any retained interest in the entity is re-measured to its fair value, with the change in<br />

carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequent accounting for<br />

the retained interest as an associate, joint venture or financial asset. Any amounts previously recognized in other comprehensive income in<br />

respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. The amounts previously<br />

recognized in other comprehensive income are reclassified to profit or loss.<br />

Associates are all entities over which the Group has significant influence, but where it does not have control, generally accompanying a<br />

shareholding of business between 20 % and 50 % of the voting rights. Investments in associates are accounted for using the equity<br />

method of accounting and are initially recognized at cost. The Group’s investment in associates includes goodwill identified on acquisition,<br />

net of any accumulated impairment losses.<br />

The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition<br />

movements is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the<br />

investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured<br />

receivables, the Group does not recognize further losses unless it has incurred obligations or made payments on behalf of the associate.<br />

Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates.<br />

Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Dilution gains<br />

and losses arising in investments in associates are recognized in the income statement.<br />

Operating segment information<br />

The determination of the Group’s operating segments is based on the organization units for which information is reported to the Group’s<br />

management. The Group is primarily organized by regions and has four reportable segments: Europe, Middle East, Africa and CIS, North<br />

America, Central and South America and Asia Pacific. Each reportable segment offers the same products and services. The Executive<br />

Board reviews monthly the Group’s internal reporting in order to assess performance and allocate resources. Performance is measured<br />

based on gross profit and operating result (EBIT). Income tax expenses, finance income and costs as well as special items are not<br />

assessed by segment. Certain headquarter activities are reported as Corporate. These consist of corporate headquarters, including the<br />

Corporate Executive Committee, Corporate Communications, Corporate Operations, Corporate Human Resources, Corporate Finance,<br />

including Treasury, Taxes and Pension 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<br />

and 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<br />

dollars 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<br />

in 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 />

Non-monetary 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. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates on the<br />

date 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>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

73


74<br />

Consolidated Financial Statements <strong>2011</strong><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<br />

of other comprehensive income.<br />

The income and expenses of foreign operations in hyperinflationary economies are translated to Swiss francs at the exchange rate on the<br />

reporting date. Prior to translating the financial statement of foreign operations in hyperinflationary economies, their financial statements<br />

are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices<br />

on the reporting date. Foreign currency differences are recognized directly in comprehensive income in the foreign currency translation<br />

reserve.<br />

On disposal of a foreign entity, the identified cumulative currency translation differences within equity relating to that foreign entity are<br />

recognized 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>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Statement of<br />

Financial<br />

Position<br />

<strong>2011</strong> 2010<br />

Income<br />

Statement<br />

Statement of<br />

Financial<br />

Position<br />

Income<br />

Statement<br />

EUR 1.21628 1.23080 EUR 1.25134 1.37870<br />

USD 0.94082 0.88478 USD 0.93670 1.04137<br />

HKD 0.12114 0.11366 HKD 0.12049 0.13403<br />

CNY 0.14950 0.13690 CNY 0.14177 0.15385<br />

CAD 0.92165 0.89488 CAD 0.93820 1.01107<br />

GBP 1.45278 1.41844 GBP 1.45170 1.60781<br />

Revenue recognition<br />

Net forwarding revenue includes amounts received, receivables and unbilled forwarding services for forwarding performed for customers<br />

after deducting trade discounts and volume rebates and excluding sales taxes and value-added taxes less charges for customs 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,<br />

historical 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<br />

recognized at the stage of completion of the services on the reporting date. The stage of completion is assessed in reference to completion<br />

of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.<br />

Where necessary, single transactions are split into separately identifiable components to reflect the substance of the transaction. Conversely,<br />

two or more transactions may be considered together for revenue recognition purposes, where the commercial effect cannot be understood<br />

without reference 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<br />

customs, 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 includes the corresponding direct services costs and related services costs rendered by a third<br />

party. 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<br />

year in which the associated services are rendered by employees of the Group. Legal or constructive obligations such as bonus or profitsharing<br />

plans are recognized for the amount expected to be paid in the year in which the services are provided.


Consolidated Financial Statements <strong>2011</strong><br />

Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal,<br />

to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result<br />

of an offer made to voluntary redundancy. Termination benefits for voluntary redundancies are recognized as expenses if the Group has<br />

made an offer of voluntary redundancy and it is probable that the offer will be accepted. If benefits are payable more than twelve months<br />

after the reporting date, then they are discounted to their present value.<br />

Pension obligation<br />

Most employees are covered by defined benefit and defined contribution post-employment plans sponsored by the Group companies.<br />

The schemes are generally funded through payments to insurance companies or trustee-administrated funds. The Group’s contributions to<br />

defined contribution plans are recognized in the income statement within the operating results when they are due. The Group has no legal<br />

or constructive obligation to pay further contributions.<br />

The asset and liability recognized in the statement of financial position in regard to defined benefit pension plans is the present value of the<br />

defined benefit obligation at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized<br />

past-services costs. The accounting and reporting of defined benefit plans are based on recent actuarial valuations. The defined<br />

benefit obligations and service costs are calculated using the projected unit credit method. This reflects services rendered by employees<br />

to the date of valuation and incorporates actuarial assumptions primarily regarding discount rates used in determining the present value of<br />

benefits, projected rates of remuneration growth and long-term expected rates of return for plan assets using the interest rates of highquality<br />

corporate bonds that are denominated in the currency in which the benefits will be paid and which have maturity dates approximating<br />

the terms of the related pension liability. Past services costs are recognized immediately in the income statement, unless the changes<br />

to the pension plans are conditional on the employees remaining in service for a specified period of time. In this case post service costs<br />

are amortized on a straight-line basis over the vesting period.<br />

Actuarial gains and losses, which consist of differences between assumptions and actual experiences and the effects of changes in<br />

actuarial assumptions, are recorded in equity in other comprehensive income in the period in which they arise.<br />

Pension assets and liabilities in different defined benefit plans are not offset against each other unless the Group has a legally enforceable<br />

right to use the surplus in one plan to settle obligations in the other plan. The recognition of pension assets is limited to the present value<br />

of any future refunds from the plans or reductions in future contributions to the plans and any cumulative unrecognized past service costs.<br />

Adjustments arising from the limit on the recognition of assets for defined benefit plans are charged in equity in other comprehensive<br />

income.<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 />

Certain employees of the Group participate in share-based compensation plans. The fair value of the employee services received in exchange<br />

for the granting of the options and the discount on the shares granted is estimated at the grant date and recorded as an expense over<br />

the vesting period. The expense is recognized as other employee benefits in the income statement within the operating result of Corporate.<br />

For equity-settled plans, an increase in equity is recorded for this expense and any subsequent cash flows from exercises of vested<br />

awards are recorded as changes in equity. For cash-settled plans, a liability is recorded, which is measured at fair value at each reporting<br />

date with any movements in fair value being recorded in the income statement. Any subsequent cash flows from exercise of vested<br />

awards are recorded as 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<br />

the 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, cash discounts, gains on disposals of available-for-sale<br />

financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on derivatives that are recognized<br />

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<br />

the effective interest method.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

75


76<br />

Consolidated Financial Statements <strong>2011</strong><br />

Income tax expenses<br />

Income taxes include all taxes based on the taxable profits of the Group, including withholding taxes payable on the distribution of<br />

retained earnings within the Group. Other taxes not based on income, such as capital taxes, are included within other operating expenses.<br />

Current income tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively<br />

enacted at the reporting date, and any adjustment to tax payable in respect of previous years.<br />

Deferred income tax assets and liabilities are recognized on temporary differences between the carrying amounts and the tax bases of<br />

assets and liabilities for financial statement. Deferred income tax assets relating to the carry-forward of unused tax losses are recognized<br />

to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilized.<br />

Deferred income tax is not recognized for the initial recognition of assets and liabilities in a transaction that is not a business combination<br />

and that affects neither accounting nor taxable profit nor loss, and differences relating to investments in subsidiaries and jointly controlled<br />

entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred income tax is not recognized<br />

for taxable temporary differences arising on the initial recognition of goodwill.<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 />

Current income tax and deferred income tax are recognized in profit or loss except to the extent that they relate to a business combination,<br />

or items recognized directly in equity or in other comprehensive income.<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 cost directly attributable to bringing the<br />

asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Interest and other<br />

borrowing costs for long-term construction projects are capitalized and included in the carrying value of the assets. All other repair and<br />

maintenance costs of the day-to-day servicing are recognized in the income statement as incurred. The present value of the expected cost<br />

for the decommissioning of the asset after its use is included in the cost of the respective asset if the recognition criteria for a provision<br />

are met. When components of an item of property, plant and equipment have different useful lives, they are accounted for as separate<br />

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<br />

property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably<br />

certain 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 />

Warehouse and office buildings<br />

Years<br />

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<br />

the minimum lease payments, if lower. Assets acquired under finance leases are depreciated in accordance with the Group’s policy on<br />

property, plant and equipment. If there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the<br />

asset is depreciated over the shorter of the lease term based on the effective interest rate method. Leases where substantially all of the<br />

risk and rewards of ownership are not transferred to the Group are classified as operating leases. Payments made under operating<br />

leases are charged against the income statement on a straight-line basis over the period of the lease.<br />

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<br />

the liability for each period.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Intangible assets<br />

Consolidated Financial Statements <strong>2011</strong><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<br />

given, liabilities incurred or assumed and equity instruments issued by the Group. The fair value of the consideration transferred also includes<br />

contingent consideration arrangements at fair value. Directly attributable acquisition-related costs are expensed in the income statement.<br />

At the date of acquisition the Group recognizes the identifiable assets acquired and the liabilities assumed at fair value. Where the Group<br />

does not acquire 100 % ownership of the acquired business, non-controlling interests are recorded as the proportion of the fair value of<br />

the acquired net assets attributable to non-controlling interest. Goodwill is recorded as the surplus of the consideration transferred over<br />

the Group’s interest in the fair value of acquired net assets. Any goodwill and fair value adjustments are recorded as assets and liabilities<br />

of the acquired business in the functional currency of that business. When the initial accounting for a business combination is incomplete<br />

at the end of a reporting period, provisional amounts are used. During the measurement period, the provisional amounts are retrospec -<br />

tively adjusted and additional assets and liabilities may be recognized, to reflect new information obtained about the amounts recognized<br />

at that date, had they been known. Goodwill is not amortized but assessed for possible impairment at each reporting date and is additionally<br />

tested annually for impairment. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each<br />

of the Group’s cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other<br />

assets or liabilities of the acquiree are assigned to those units. Changes in ownership interest in subsidiaries are accounted for as equity<br />

transactions if they occur 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/or accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of<br />

trademarks 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<br />

a 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<br />

costs recognized as assets are amortized over their estimated useful life, which does not exceed three to five 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<br />

not 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<br />

use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assess-<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

77


78<br />

Consolidated Financial Statements <strong>2011</strong><br />

ments of the time value of money and the risks specific to the asset. An appropriate valuation model is used to determine fair value less<br />

costs to sell. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available<br />

fair value indicators. Impairment losses are recognized in the income statement. When an impairment loss arises, the useful life of the<br />

asset in question is reviewed and, if necessary, the future depreciation/amortization charge is accelerated.<br />

Impairment of goodwill<br />

Goodwill is assessed for possible impairment at each reporting date and is additionally tested annually for impairment. When the recoverable<br />

amount of the cash-generating units, being the higher of its fair value less costs to sell or its value in use, is less, then the carrying<br />

value of the goodwill is reduced to its recoverable amount. The reduction is reported in the income statement as an impairment loss.<br />

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<br />

for 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<br />

transaction 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<br />

recognition at fair value through profit or loss. Financial assets are classified as held for trading if they are acquired for the purpose of selling<br />

in the near term. This category includes derivative financial instruments entered into by the Group that do not meet the hedge accounting<br />

criteria. Derivatives, including separately embedded derivatives, are also classified as held for trading unless they are designated as effective<br />

hedging instruments. Financial assets at fair value through profit or loss are carried on the statement of financial position at fair value with<br />

gains or 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.<br />

Such financial assets are normally carried at amortized cost using the effective interest rate method. Gains and losses are recognized in<br />

the 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<br />

amortized 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<br />

in the income statement when the investments are derecognized or impaired, as well as through the amortization process. The Group did<br />

not have 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<br />

or losses recognized in comprehensive income until the investment is derecognized, at which time the cumulative gain or loss recorded in<br />

comprehensive income is recognized in the income statement, or determined to be impaired, at which time the cumulative loss recorded<br />

in comprehensive 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<br />

in an arm’s-length transaction. It is determined by reference to quoted market prices or by the use of established valuation techniques<br />

such as option pricing models and the discounted cash flow method if quoted prices in an active market are not available. Valuation<br />

tech niques will incorporate observable market data about market conditions and other factors that are likely to affect the fair value of<br />

a financial instrument. Valuation techniques are typically used for derivative financial instruments. The fair values of financial assets and<br />

liabilities at the reporting date are not materially different to their reported carrying value unless specifically mentioned in the notes to the<br />

consolidated financial statements. Information on fair value hierarchy is included in note 18 on risk management.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Amortized cost of financial instruments<br />

Consolidated Financial Statements <strong>2011</strong><br />

Amortized cost is computed using the effective interest method less any allowance for impairment and principal repayment or reduction.<br />

The calculation takes into account any premium or discount on acquisition and includes transaction costs that are an integral part of the<br />

effective 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<br />

as objective evidence of impairment. Such movements in fair value are recorded in equity until there is objective evidence of impairment or<br />

until the asset is sold or otherwise disposed of. For financial assets carried at amortized cost, any impairment charge is the difference<br />

between the carrying value and the recoverable amount, calculated using estimated future cash flows discounted using the original effective<br />

interest rate. For available-for-sale financial assets the original cost, net of any previous impairment charge, is the amount currently carried<br />

in equity for the difference between the original cost, net of any previous impairment, and at fair value. An impairment loss is reversed if the<br />

reversal can be related objectively to an event occurring after the impairment loss was recognized. For debt securities measured at amortized<br />

cost that are available-for-sale, the reversal is recognized in income. For equity held available-for-sale, the reversal is recognized directly in<br />

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<br />

of the 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<br />

derivatives designated as qualifying cash flow hedging instruments in the “hedging” policy below, all changes in fair value are recorded as<br />

financial income in the period in which they arise. Embedded derivatives are recognized separately if not closely related to the host<br />

contract and where the host contract is carried at amortized cost. Attributable transaction costs are recognized in the income statement<br />

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<br />

exchange rate is referenced to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest swap<br />

contracts is 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<br />

in 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<br />

cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction<br />

and could affect profit or loss. A “hedge of a net investment in a foreign operation” is a hedge of the foreign currency exposure on a net<br />

investment 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<br />

does not qualify for hedge accounting. In this case, the hedging instrument and the hedged item are valued independently of one another.<br />

The derivative hedging instrument is reported at fair value with the changes in fair value included in income or expenses. Where the Group<br />

will hold a derivative as an economic hedge for a period beyond twelve months after the statement of financial position date, the derivative<br />

is classified as non-current consistent with the classification of the underlying item.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

79


80<br />

Consolidated Financial Statements <strong>2011</strong><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 assess<br />

the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value or cash flow attributable to<br />

the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed<br />

on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which<br />

they were designated.<br />

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 to 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<br />

item 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<br />

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<br />

in the income statement. Amounts taken to equity are transferred to the income statement when the hedged transaction affects profit or<br />

loss, such as when the hedged financial income or financial expense is recognized or when a forecast sale occurs. Where the hedged item<br />

is the cost of a non-financial asset or non-financial liability, the amounts taken to equity are transferred to the initial carrying amount of the<br />

non-financial 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<br />

as 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<br />

of the 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<br />

to the 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<br />

forward 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 receivable 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<br />

for doubtful accounts trade receivables is recorded when there is objective evidence that the Group will not be able to collect all amounts<br />

due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy<br />

or financial reorganization, and default or delinquency in payments (more than 30 days overdue) are considered indicators that the<br />

trade receivable is impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of<br />

estimated future cash flows. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the<br />

loss is recognized in the income statement within other operating expenses. When a trade receivable is uncollectible, it is written off<br />

against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off or 100 % impaired are credited<br />

against operating expenses in the income statement. Trade discounts, volume rebates and similar allowances are recorded on an<br />

accrual basis consistent with the recognition of the related sales, using estimates based on existing contractual obligations, historical<br />

trends and the Group’s 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<br />

progress for which costs are incurred but not yet invoiced. For logistics projects and other services with a longer period of delivery,<br />

recognized profits are included.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Cash and cash equivalents and other current financial assets<br />

Consolidated Financial Statements <strong>2011</strong><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<br />

and highly liquid money market papers with a maturity period of less than three months from the date of acquisition. Such balances are<br />

only reported as cash if they are readily convertible to known amounts of cash and are subject to insignificant risk of change in value.<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 />

Non-current assets held for sale<br />

Non-current assets or disposal groups are classified as assets held for sale when their carrying amount is to be recovered principally through<br />

a sales transaction and a sale is considered highly probable. Before classification as held for sale, the assets or components of a disposal<br />

group are remeasured in accordance with the Group’s accounting policies. Thereafter, generally the assets or disposal groups are<br />

measured at the lower of their carrying amount and fair value less costs. Any impairment loss on a disposal group is allocated first to<br />

goodwill, and then to remaining assets and liabilities on a pro rata basis, except that no loss is allocated to financial assets, deferred tax<br />

assets and employee benefit assets, which continue to be measured. Impairment losses on initial classification as held for sale and<br />

subsequent gains or losses on remeasurement are recognized in the income statement. Gains are not recognized in excess of any cumulative<br />

impairment loss.<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,<br />

is net of any tax effects and is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are<br />

presented as a deduction from total equity. Where such shares are subsequently reissued, any consideration received, net of any directly<br />

attributable incremental transaction costs and the related income tax effects, the resulting surplus or deficit on the transaction is transferred<br />

to 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<br />

as 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<br />

attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings and derivative<br />

financial 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<br />

recognition as at fair value through profit or loss. This category includes derivative financial instruments entered into by the Group that<br />

do not meet the hedge accounting criteria. Gains or losses on liabilities at fair value through profit or loss are recognized in the income statement.<br />

Loans and borrowings<br />

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost. Any discount between the<br />

net proceeds received and the principal value due on redemption is amortized over the duration of the debt instruments and is recognized<br />

as 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,<br />

such an exchange or modification is treated as a derecognition of the original liability. The recognition of a new liability and the difference in<br />

the respective carrying amounts is recognized in the income statement.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

81


82<br />

Consolidated Financial Statements <strong>2011</strong><br />

Provisions<br />

Provisions are recognized where a legal or constructive obligation has been incurred and if an outflow of resources that can be estimated<br />

reliably. Provisions are recorded for the estimated ultimate liability that is expected to arise, taking into account foreign currency effects<br />

arising from their translation from their functional currency into Swiss francs and the time value of money where material, determined by<br />

discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and<br />

the risks specific to the liability. The unwinding of the discount is recognized as finance cost. Provisions are established in particular for<br />

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 />

4<br />

Critical accounting estimates and judgments<br />

The preparation of the Group’s consolidated financial statements in conformity with IFRS requires management to make estimates and judgments<br />

that affect the application of policies and reported amounts of assets, liabilities, income, expenses and related disclosures. Estimates<br />

and the underlying assumptions are based on historical experience and various other factors that are believed to be reasonable under the<br />

circumstances. The results of which form the basis for making the judgments about carrying values of assets and liabilities that are not<br />

readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed<br />

on an ongoing basis. Changes in accounting estimates may be necessary if there are changes in the circumstances on which the estimate<br />

was based, or as a result of new information or more experience. Such changes are recognized in the period in which the estimate is revised.<br />

The estimations and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities<br />

within the next financial year are discussed 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<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 />

Fair value of financial instruments<br />

Where the fair value of financial assets and financial liabilities recorded in the statement of financial position cannot be derived from future<br />

markets, it is determined using the valuation technique including the discounted cash flow model. The inputs to these models are taken<br />

from observable markets where possible, but where this is not feasible, a degree of judgment is required to establish fair value. The judgments<br />

include considerations of inputs such as credit risk, liquidity risk and volatility. Changes in assumptions concerning these factors<br />

could affect the reported fair value of financial instruments.<br />

Pension and other post-employment benefits<br />

The cost 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 of<br />

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<br />

for 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 equity in the period in which they occur without affecting the income statement. At<br />

December 31, <strong>2011</strong> the Group had a deficit of the fair value of plan assets below the present value of funded obligations of CHF 9.5 million<br />

(2010: surplus CHF 7.6 million) for funded plans and a negative present value of unfunded plans of CHF 37.7 million (2010: CHF 37.9<br />

million) for unfunded plans (see note 7). The actuarial assumptions used may differ materially from actual results due to changes in market<br />

and economic conditions, higher or lower withdrawal rates, longer or shorter life spans of participants and other changes in the factors<br />

assessed. These differences could impact the assets or liabilities recognized in the statement of financial position in future periods.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><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<br />

claims exceeding CHF 50,000 per incident. In a consolidated view, the Group, through its captive reinsurance company, bears the risks<br />

insured with its captive reinsurance company up to the limit as if such risks were not insured at all. Furthermore, as third-party coverage is<br />

subject to a considerable deductible and a total aggregated limit per year, the Group, in effect, bears the risk of damages, losses and<br />

claims that are above such aggregated limits as well. The Group used for the above-mentioned provision an actuarial calculation<br />

method, which requires for the calculation of the “incurred but not reported reserves” (IBNR), among other estimations, the overall circumstances<br />

which may impact the future losses, such as the growth of business. At December 31, <strong>2011</strong> the recognized liability for claims<br />

amounts to CHF 33.0 million (2010: CHF 52.5 million). If the management decided to use the optimal actuarial calculation method, which<br />

only takes into consideration the linear loss development according to historical figures, the carrying amount of claim provisions would be<br />

approximately CHF 2.3 million lower (2010: CHF 0.8 million). Using a more conservative percentile, the carrying amount of claim provisions<br />

would be approximately CHF 1.7 million higher (2010: CHF 1.3 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<br />

Company. Regulatory and legal proceedings, as well as government investigations, involve complex legal issues, the outcome of which is<br />

difficult to predict. Accordingly, management’s judgment is affected in determining whether it is more likely or not that such a proceeding<br />

will 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 – Pending legal claims. Related legal costs are recognized when incurred.<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<br />

recognized, based on the likely timing and level of future taxable profits.<br />

The carrying value of recognized tax loss carry-forwards amounts to CHF 98.0 million (2010: CHF 96.0 million) and unrecognized tax loss<br />

carry-forwards to CHF 100.1 million (2010: CHF 80.3 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 31.6 million<br />

(2010: CHF 25.2 million). If the Group failed to achieve the expected future taxable profits, the consolidated profit would decrease by<br />

CHF 31.9 million (2010 CHF 31.3 million) but the management believes that the full amount of the recognized deferred tax assets are<br />

recoverable in the foreseeable future.<br />

Income taxes<br />

At December 31, <strong>2011</strong>, the net liability for current income taxes amounts to CHF 19.2 million (2010: CHF 16.4 million). As the Group is<br />

subject 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<br />

reasonable 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,<br />

changing interpretation of existing tax laws or regulations and changes in management estimations. Such changes that arise could affect<br />

the assets and liabilities recognized in the statement of financial position in future periods.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

83


84<br />

Consolidated Financial Statements <strong>2011</strong><br />

5<br />

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<br />

managed by the geographical location. The Executive Board assesses performance of the operating segments based on a measure of<br />

adjusted EBIT. This measurement basis excludes the effects on non-recurring expenditure from the operating segments such as restructuring<br />

costs, legal expenses, reorganization costs as well as fines recognized and related expenses. The measurement also excludes<br />

the unrealized gains / losses on financial instruments as well as interest income and expenditure, as this type of activity is driven by the central<br />

treasury function, which manages the cash position of the Group. Income and deferred income taxes are not assessed by segment.<br />

<strong>2011</strong> (in million CHF)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Europe,<br />

Middle<br />

East,<br />

Africa,<br />

CIS<br />

North<br />

America<br />

Central<br />

and<br />

South<br />

America<br />

Asia<br />

Pacific<br />

Total<br />

operating<br />

segment<br />

Elimi-<br />

nations<br />

Cor-<br />

porate<br />

Total<br />

Group<br />

External forwarding services 3,171 1,270 834 1,225 6,500 0 6,500<br />

Intra-group forwarding services 1,574 469 177 1,547 3,767 (3,767) 0<br />

Net forwarding revenue 4,745 1,739 1,011 2,772 10,267 (3,767) 0 6,500<br />

Forwarding services from third parties (4,014) (1,468) (849) (2,459) (8,790) 3,767 (5,023)<br />

Gross profit 731 271 162 313 1,477 0 0 1,477<br />

Personnel expenses (445) (169) (77) (125) (816) (76) (892)<br />

Other operating expenses (247) (94) (68) (100) (509) 136 (373)<br />

Segment EBITDA 39 8 17 88 152 0 60 212<br />

Depreciation and amortization (17) (5) (4) (6) (32) (6) (38)<br />

Segment operating result (Segment EBIT) 22 3 13 82 120 0 54 174<br />

Financial result<br />

– Finance income 6<br />

– Finance costs (12)<br />

Profit before income tax (EBT) 168<br />

Income tax expenses (41)<br />

Consolidated profit 127<br />

Information about segment assets and liabilities:<br />

<strong>2011</strong> (in million CHF)<br />

Europe,<br />

Middle<br />

East,<br />

Africa,<br />

CIS<br />

North<br />

America<br />

Central<br />

and<br />

South<br />

America<br />

Asia<br />

Pacific<br />

Total<br />

operating<br />

segment<br />

Non-<br />

segment<br />

assets<br />

Non-<br />

segment<br />

liabilities<br />

Total<br />

Group<br />

Segment assets 755 247 209 372 1,583 552 2,135<br />

Segment liabilities 542 170 94 234 1,040 180 1,220<br />

Net forwarding revenue and segment assets from the country of domicile (Switzerland) and major countries within above-mentioned<br />

segments:<br />

<strong>2011</strong> (in million CHF) Switzerland<br />

Germany<br />

United<br />

States of<br />

America<br />

Brazil<br />

Republic of<br />

China<br />

Net forwarding revenue 905 1,376 1,445 412 1,182<br />

Segment assets 69 189 195 86 131<br />

The Group does not have sales in excess of 10 % of the total net forwarding revenues to any single external customer.


2010 (in million CHF)<br />

Europe,<br />

Middle<br />

East,<br />

Africa,<br />

CIS<br />

North<br />

America<br />

Central<br />

and<br />

South<br />

America<br />

Asia<br />

Pacific<br />

Total<br />

operating<br />

segment<br />

Consolidated Financial Statements <strong>2011</strong><br />

Elimi-<br />

nations<br />

Cor-<br />

porate<br />

Total<br />

Group<br />

External forwarding services 3,640 1,409 845 1,270 7,164 0 0 7,164<br />

Intra-group forwarding services 1,432 421 147 1,954 3,954 (3,954) 0 0<br />

Net forwarding revenue 5,072 1,830 992 3,224 11,118 (3,954) 0 7,164<br />

Forwarding services from third parties (4,312) (1,564) (836) (2,926) (9,638) 3,954 0 (5,684)<br />

Gross profit 760 266 156 298 1,480 0 0 1,480<br />

Personnel expenses (432) (181) (76) (121) (810) 0 (81) (891)<br />

Other operating expenses (250) (102) (61) (85) (498) 0 99 (399)<br />

Segment EBITDA 78 (17) 19 92 172 0 18 190<br />

Depreciation and amortization (25) (6) (4) (7) (42) 0 (5) (47)<br />

Segment operating result (Segment EBIT) 53 (23) 15 85 130 0 13 143<br />

Fines and related costs (112)<br />

Reorganisation costs<br />

Financial result<br />

(14) (2) (16)<br />

– Finance income 6<br />

– Finance costs (15)<br />

Profit before income tax (EBT) 6<br />

Income tax expenses (32)<br />

Consolidated profit (26)<br />

Information about segment assets and liabilities:<br />

2010 (in million CHF)<br />

Europe,<br />

Middle<br />

East,<br />

Africa,<br />

CIS<br />

North<br />

America<br />

Central<br />

and<br />

South<br />

America<br />

Asia<br />

Pacific<br />

Total<br />

operating<br />

segment<br />

Non-<br />

segment<br />

assets<br />

Non-<br />

segment<br />

liabilities<br />

Total<br />

Group<br />

Segment assets 728 219 168 311 1,426 563 1,989<br />

Segment liabilities 517 144 75 233 969 208 1,177<br />

Net forwarding revenue and segment assets from the country of domicile (Switzerland) and major countries within above-mentioned<br />

segments:<br />

<strong>2011</strong> (in million CHF) Switzerland<br />

Germany<br />

United<br />

States of<br />

America<br />

Brazil<br />

Republic of<br />

China<br />

Net forwarding revenue 931 1,425 1,495 358 1,653<br />

Segment assets 70 176 170 58 124<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

85


86<br />

6<br />

Consolidated Financial Statements <strong>2011</strong><br />

Information by business<br />

The Group’s business can be divided into three divisions: Air Freight, Ocean Freight and Logistics.<br />

<strong>2011</strong> (in million CHF)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Air Freight<br />

Ocean<br />

Freight<br />

Logistics<br />

Total Group<br />

Net forwarding revenue 3,281 2,313 906 6,500<br />

Forwarding services from third parties (2,593) (1,874) (556) (5,023)<br />

Gross profit 688 439 350 1,477<br />

2010 (in million CHF)<br />

Air Freight<br />

Ocean<br />

Freight<br />

Logistics<br />

Total Group<br />

Net forwarding revenue 3,503 2,771 890 7,164<br />

Forwarding services from third parties (2,836) (2,318) (530) (5,684)<br />

Gross profit 667 453 360 1,480<br />

Personnel expenses<br />

in thousand CHF <strong>2011</strong> 2010<br />

Wages and salaries 695,473 694,834<br />

Compulsory social security contributions 84,421 85,304<br />

Contributions to defined contribution plans 49,166 47,649<br />

Expenses related to defined benefit plans (note 7) 987 4,946<br />

Staff training<br />

Share-based compensation (note 8)<br />

8,823 7,561<br />

Equity-settled compensation plan 1,917 2,216<br />

Cash-settled compensation plan 1,019 65<br />

Other personnel-related expenses 50,615 48,362<br />

Total personnel expenses 892,421 890,937<br />

Number of employees 15,051 14,136<br />

thereof in Switzerland 775 749<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”<br />

if the Group pays fixed contributions in a separate fund or to a third-party financial institution and will have no further legal or constructive<br />

obligation to pay further contributions. All other plans are classified as defined benefit plans. The Group’s major defined benefit plans are<br />

located in Switzerland, Germany, Japan, Taiwan and France. Plans are usually established as trusts independent of the Group and are<br />

funded by payments from the Group and by employees. In some cases, notably for the major defined benefit plans in Germany and Japan,<br />

the plans are unfunded and the Group pays pensions to retired employees directly from its own financial resources.<br />

Current and past services as well as expected returns on plan assets and interest costs are charged to the income statement as personnel<br />

expenses. Actuarial gains and losses are recorded directly in equity. The recognition of pension assets is limited to the total of the<br />

present value of any future refunds from the plans or reduction in future contributions to the plans and any cumulative unrecognized past<br />

service costs. Adjustments arising from the limit on the recognition of assets for defined benefit plans are recorded directly in equity.<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


Consolidated Financial Statements <strong>2011</strong><br />

financial position corresponds to the over-/underfunding of the plan, adjusted for unrecognized past service costs. For unfunded plans,<br />

where the Group meets the pension obligations directly from its own financial resources, a liability for the defined benefit obligation<br />

is recorded in 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>2011</strong> 2010<br />

Fair value of plan assets 211,525 217,656<br />

Present value of funded obligation (221,002) (210,094)<br />

Surplus (deficit) (9,477) 7,562<br />

Present value of unfunded obligations (37,674) (37,921)<br />

(Net liability) net asset recognized in statement of financial position (47,151) (30,359)<br />

thereof recognized as asset 0 10,312<br />

thereof recognized as liability (47,151) (40,671)<br />

The following amounts relating to defined benefit pension plans were recorded in the income statement:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Net pension cost for year ending<br />

Current service cost (13,488) (12,259)<br />

Recognized past service cost 3,448 0<br />

Interest cost (7,232) (8,046)<br />

Expected return on plan assets 10,226 9,842<br />

Employee contribution 4,960 4,369<br />

Settlements 922 950<br />

Curtailments 177 198<br />

Expenses for defined benefit plans (987) (4,946)<br />

The movement in the defined benefit obligation over the year is as follows:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Changes in defined benefit obligation (DBO)<br />

DBO at beginning of year (248,015) (232,899)<br />

Current service cost (13,488) (12,259)<br />

Recognized past service cost 3,448 0<br />

Interest cost (7,232) (8,046)<br />

Actuarial (losses) gains recognized in OCI (10,777) (12,297)<br />

Benefits paid 16,196 11,786<br />

Curtailments 177 198<br />

Liabilities extinguished on settlement 29 0<br />

Currency impact 986 5,502<br />

DBO at end of year (258,676) (248,015)<br />

The movement in the fair value of plan assets of the year is as follows:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Changes in fair value of plan assets<br />

Fair value at beginning of year 217,656 208,217<br />

Employer contributions 6,167 5,060<br />

Employee contributions 4,960 4,369<br />

Expected return on plan assets 10,226 9,842<br />

Actuarial gains (losses) recognized in OCI (12,520) 950<br />

Benefits paid (14,943) (10,733)<br />

Currency impact (21) (49)<br />

Fair value at end of year of plan assets 211,525 217,656<br />

The fair value of the plan assets includes none of the Group’s shares for either <strong>2011</strong> or 2010.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

87


88<br />

Consolidated Financial Statements <strong>2011</strong><br />

An analysis of the amounts recognized in equity is shown in the table below:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Analysis of amounts recognized in other comprehensive income<br />

Recognized in other comprehensive income on January 1 104,601 94,005<br />

Actuarial (gains) losses plan assets 12,520 (950)<br />

Actuarial losses (gains) DBO 10,777 12,297<br />

Currency impact (1,163) (751)<br />

Recognized in other comprehensive income on December 31 126,735 104,601<br />

Plan assets are comprised as follows:<br />

in thousand CHF <strong>2011</strong> 2010<br />

in CHF in % in CHF in %<br />

Major categories of plan assets<br />

Cash and cash equivalents 3 0.0088 % 1,016 0.47 %<br />

Equity investments 61,021 28.85 % 66,922 30.75 %<br />

Bonds 117,765 55.68 % 115,128 52.89 %<br />

Hedge funds and private equity 6,500 3.07 % 3,130 1.44 %<br />

Real estate funds 22,893 10.82 % 24,042 11.04 %<br />

Others 3,343 1.58 % 7,418 3.41 %<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 and adjustment<br />

Germany: tables 2005G from Klaus Heubeck<br />

France: table INSEE TV / TD 2004 / 2006<br />

Rates of employee turnover, disability and early retirement are based on historical behavior within the Group companies.<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>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

<strong>2011</strong> 2010<br />

Discount rate 2.57 % 2.99 %<br />

Expected return on pension plan assets 3.99 % 4.74 %<br />

Future salary increase 1.75 % 2.97 %<br />

Future pension increase 1.25 % 1.24 %<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.<br />

The calculation includes assumptions concerning expected dividend and interest income and realized and unrealized gains on plan assets.<br />

Due to the long-term nature of the obligations, the assumptions used for matters such as returns on investments may not necessarily be<br />

consistent with recent historical patterns. The expected return on plan assets included in the income statement is calculated by multiplying<br />

the expected rate of return by the fair value of plan assets. The difference between the expected return and the actual return in any<br />

twelve–month period is an actuarial gain/loss and recorded directly to equity. In <strong>2011</strong>, the actual return on plan assets was CHF – 2.3 million<br />

(2010: CHF 10.8 million).


Consolidated Financial Statements <strong>2011</strong><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>2011</strong> 2010 2009 2008 2007<br />

DBO 258,676 248,015 232,899 256,441 268,675<br />

Plan assets (211,525) (217,656) (208,217) (213,520) (255,989)<br />

Deficit (surplus)<br />

Experience adjustments arising on:<br />

47,151 30,359 24,682 42,920 12,686<br />

plan liability 8,974 (2,858) 3,149 (7,692) 9,290<br />

plan asset (12,510) 1,042 20,539 (40,859) (8,668)<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<br />

introduced 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<br />

one 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,<br />

the Board of Directors decided to divide the Management Incentive Program II into an “International Management Incentive Plan” and a<br />

“United States Management Incentive Plan.” Beneficiaries of the “United States Management Incentive Plan” are selected preferential employees<br />

of the subsidiary in the United States of America and members of the Board of Directors with residence in the United States of<br />

America. The conditions of this plan do not differ from those of the “International Management Incentive Plan” except for the strike price, which<br />

equals the closing price of one share at the SIX Swiss Exchange on the date of disbursement. Under this changed program, beneficiaries<br />

of the “United States Management Incentive Plan” holding options to purchase shares of the Group’s capital stock were given the opportunity<br />

to exchange their existing options for new options to purchase an equal number of shares. 3,550 options with a strike price of<br />

CHF 111.30 were tendered pursuant to the “United States Management Incentive Plan.” In May 2007, those options were accepted and<br />

cancelled by the Group. The Group undertook to grant new options on a one-for-one basis, in lieu of the tendered options, to the<br />

affected employees. The new options, which totaled 5,350, were granted with a strike price of CHF 114.00.<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 />

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 201.10. Participants<br />

in the “United States Management Incentive Plan III” subscribed for 4,096 options with a strike price of CHF 251.00. 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 />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

89


90<br />

Consolidated Financial Statements <strong>2011</strong><br />

The following table lists the parameters based on which the option valuation of both plans was performed:<br />

in CHF<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

International<br />

Management<br />

Incentive<br />

Plan III<br />

United States<br />

Management<br />

Incentive<br />

Plan III<br />

Market price of share 251.00 251.00<br />

Exercise price of option 201.10 251.00<br />

Expected volatility (in %) 22.74 22.74<br />

Option life (in years) 5 5<br />

Dividend yield (in %) 1.20 1.20<br />

Risk-free interest rate based on Swiss government bonds (in %) 4.250 4.250<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<br />

share at the SIX Swiss Exchange on April 30, 2008. The difference between the discounted share price on the grant date and the share<br />

price paid by the participants is recognized as personnel expenses on the date of the issue of the shares. The plan is also divided into an<br />

“International Management Incentive Plan” and a “United States Management Incentive Plan.” The exercise price of options of the “International<br />

Management Incentive Plan” is equal to the closing price of one share at the SIX Swiss Exchange on April 30, 2008. The exercise<br />

price of options of the “United States Management Incentive Plan” is equal to the share price at the SIX Swiss Exchange on the grant date.<br />

Participants in the “International Management Incentive Plan IV” subscribed for 32,436 options with a strike price of CHF 132.00. Partici -<br />

pants in the “United States Management Incentive Plan IV” subscribed for 4,689 options with a strike price of CHF 122.40.<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 122.40 122.40<br />

Exercise price of option 132.00 122.40<br />

Expected volatility (in %) 50.28 50.28<br />

Option life (in years) 5 5<br />

Dividend yield (in %) 2.39 2.39<br />

Risk-free interest rate based on Swiss government bonds (in %) 3.408 3.408<br />

Management Incentive Plan 08 / 09 (MIP 08 / 09)<br />

In 2009, the management introduced a new plan. The terms of this share and option program are identical to the Management Incentive<br />

Program IV as described above apart from the strike price of the “International Management Incentive Plan,” which equals the closing<br />

price of the share on the cut-off day at the SIX Swiss Exchange. Under this program participants of the “International Management Incentive<br />

Plan” received 65,921 options with a strike price of CHF 62.50 and participants of the “United States Management Incentive Plan”<br />

received 5,132 options with a strike price of CHF 83.05.<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 83.05 83.05<br />

Exercise price of option 62.50 83.05<br />

Expected volatility (in %) 56.91 56.91<br />

Option life (in years) 5 5<br />

Dividend yield (in %) 2.84 2.84<br />

Risk-free interest rate based on Swiss government bonds (in %) 2.360 2.360


Management Incentive Plan 09 / 10 (MIP 09 / 10)<br />

Consolidated Financial Statements <strong>2011</strong><br />

In 2010 an additional management incentive plan was set up. Apart from the strike price of the “International Management Incentive<br />

Plan”, 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<br />

program are identical to the Management Incentive Program 08/09. Under this program participants of the “International Management<br />

Incentive Plan” received 12,099 options with a strike price of CHF 97.60 and participants of the “United States Management<br />

Plan” received 1,354 options with a strike price of CHF 89.55.<br />

The weighted average fair value of the share options granted during the reporting period is determined using the binominal valuation<br />

model, 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 89.55 89.55<br />

Exercise price of option 97.60 89.55<br />

Expected volatility (in %) 45.32 45.32<br />

Option life (in years) 5 5<br />

Dividend yield (in %) 1.63 1.63<br />

Risk-free interest rate based on Swiss government bonds (in %) 1.552 1.552<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>2011</strong> 2010<br />

Options<br />

(number)<br />

Average exercise<br />

price<br />

per share<br />

(in CHF)<br />

Options<br />

(number)<br />

Options outstanding on January 1 115.72 173,692 114.79 179,369<br />

Granted 0.00 0 96.79 13,453<br />

Exercised 74.52 (16,065) 72.09 (11,196)<br />

Forfeited 71.62 (3,367) 92.70 (3,993)<br />

Expired 150.92 (5,808) 155.97 (3,941)<br />

Options outstanding on December 31 119.80 148,452 115.72 173,692<br />

Options exercisable on December 31 132.57 115,799 140.20 99,454<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>2011</strong> 2010<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 111.30 3,435 111.30 2,152<br />

International Management Incentive Plan 08 / 09 62.50 11,781 62.50 8,930<br />

United States Management Incentive Plan 08 / 09 83.05 226 83.05 114<br />

International Management Incentive Plan 09 /10 97.60 501 0.00 0<br />

United States Management Incentive Plan 09 /10<br />

Weighted average exercise price of options exercised<br />

89.55 122 0.00 0<br />

during the year 74.52 72.09<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

91


92<br />

Consolidated Financial Statements <strong>2011</strong><br />

The average exercise prices and the expiry date of the outstanding options at period-end are as follows:<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Average<br />

exercise price<br />

per share (in CHF)<br />

<strong>2011</strong><br />

Number of options<br />

expiring at year-end<br />

2012 111.68 29,635<br />

2013 206.45 30,061<br />

2014 130.70 32,439<br />

2015 64.55 44,095<br />

2016 96.79 12,222<br />

Total 119.80 148,452<br />

Management Incentive Plan 10 / 11 (MIP 10 / 11)<br />

In <strong>2011</strong> 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<br />

of 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<br />

a number of free shares according to a “Free Share Ratio” which is annually set by the Compensation and Nomination Committee. For<br />

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 one to three years.<br />

On non-vested free shares, no dividends are paid and there is no entitlement for dividends. The shares cannot be settled in cash. The<br />

fair value of the free shares corresponds to the market price of the shares at the grant date.<br />

<strong>2011</strong><br />

Management<br />

Incentive<br />

Plan 10/11<br />

Fair value of free share (in CHF) 119.30<br />

Granted free shares 7,124<br />

Vested free shares (138)<br />

Forfeited free shares (25)<br />

Free shares outstanding on December 31 6,961<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<br />

paid out in shares with a restriction period of one year. This number of shares will be matched by the Company after this restriction period.<br />

In addition, the members of the Executive Board will receive the corresponding number of shares, based on the share’s closing price on<br />

April 30, 2009 of CHF 62.50. These shares will thereafter be subject to a further one-year restriction period. In the reporting period under<br />

review Executive Board members received 40 % of the bonus in company shares totaling 13,528 shares (previous year: 4,155 shares) with<br />

a restriction period of one year. This number of shares will, additionally, be matched by the company after this restriction period. These<br />

additional shares are also subject to a further one-year restriction period.<br />

During the period under review the management received matched shares totaling 4,155 shares reflecting the 40 % bonus paid in the<br />

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<br />

period. This plan can be cash-settled. The carrying amount of the liability at December 31, <strong>2011</strong> amounts to CHF 2,527 thousand, which<br />

is also the intrinsic value.


9<br />

Board of Directors Restricted Stock Award Plan<br />

Consolidated Financial Statements <strong>2011</strong><br />

The Restricted Stock Award Plan for the Board of Directors was introduced in 2009. Part of the remuneration of each Board<br />

member is settled in free shares of the company. The corresponding number of shares per member will be based on the share’s closing<br />

price at the assignment date. The shares have a one-year restriction period. During the period under review the board of directors<br />

received 2,562 shares (2010: 0 shares)<br />

Costs of share-based compensation<br />

Recognized costs of share-based compensation were as follows:<br />

in CHF <strong>2011</strong> 2010<br />

Employee share plan 2,273,801 740,818<br />

Option plan 662,587 1,540,175<br />

Total cost of share-based payments 2,936,388 2,280,993<br />

Share-based compensation costs are not reported in operating segments. They are reported under Corporate.<br />

Other operating expenses<br />

in thousand CHF <strong>2011</strong> 2010<br />

Administrative expenses 37,905 61,786<br />

Communications expenses 64,949 65,346<br />

Rent and utilities expenses 183,294 185,815<br />

Travel and promotion expenses 42,717 38,222<br />

Insurance expenses and claims 6,352 131,632<br />

Bad debt and collection expenses 6,558 10,353<br />

Other 30,663 33,897<br />

Total other operating expenses 372,438 527,051<br />

Rent and utilities expenses include rentals amounting to CHF 103.6 million (2010: CHF 100.0 million) and lease of machinery, equipment<br />

and vehicles of CHF 20.2 million (2010: CHF 23.9 million). Bad debt and collection expenses include CHF 1.4 million (2010:<br />

CHF 2.2 million) of credit insurance premiums. In last year’s period, the Group recognized fines amounting to CHF 104.0 million as claim<br />

expenses (<strong>2011</strong>: none).<br />

10<br />

Gains and losses on sales of non-current assets<br />

in thousand CHF <strong>2011</strong> 2010<br />

Gains on sales of property, plant and equipment 618 1,103<br />

Losses on sales of property, plant and equipment (724) (826)<br />

Total net (losses)/gains on sales of non-current assets (106) 277<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

93


94<br />

11<br />

Consolidated Financial Statements <strong>2011</strong><br />

Finance income and costs<br />

in thousand CHF <strong>2011</strong> 2010<br />

Interest income<br />

Interest income on current bank accounts 3,986 3,795<br />

Interest income on financial assets at fair value through profit or loss 11 13<br />

Interest differential on forwards and swaps 1,741 1,750<br />

Interest income on loans 7 5<br />

Cash discount income 351 416<br />

Subtotal interest income 6,096 5,979<br />

Guarantee fees income 0 16<br />

Dividend on available-for-sale financial assets 172 99<br />

Fair value adjustments on financial assets 0 154<br />

Total finance income 6,268 6,248<br />

Interest expenses<br />

Interest expenses on loans (242) (642)<br />

Interest expenses on current bank accounts (760) (1,041)<br />

Interest differential on forwards and swaps (4,345) (3,493)<br />

Interest expenses on financial leasing (71) (86)<br />

Cash discount expenses (514) (254)<br />

Subtotal interest expenses (5,932) (5,516)<br />

Bank charges (2,277) (2,958)<br />

Exchange differences (2,840) (609)<br />

Guarantee fees expenses (529) (760)<br />

Other financial expenses (303) (886)<br />

Impairment on financial assets 0 (4,759)<br />

Fair value adjustments on financial assets (22) 0<br />

Total finance costs (11,903) (15,488)<br />

Net finance costs (5,635) (9,240)<br />

12<br />

Income tax expenses<br />

in thousand CHF <strong>2011</strong> 2010<br />

Current income taxes<br />

Current period 37,064 43,457<br />

Adjustments for prior periods 1,566 883<br />

Total income taxes 38,630 44,340<br />

Deferred income taxes (note 27)<br />

Origination and reversal of taxes on temporary differences and on tax loss carry forwards 1,931 (12,384)<br />

Effect of changes in the tax rate on temporary differences 980 305<br />

Utilization of non-recognized tax loss carry-forwards (372) (142)<br />

Total deferred income taxes 2,539 (12,221)<br />

Total income tax expenses 41,169 32,119<br />

Management decided to calculate the applicable standard tax rate as in the previous year based on the standard tax rate in its Basel<br />

headquarters domicile.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


The Group’s effective tax rate can be reconciled to the Group’s average expected tax rate as follows:<br />

Consolidated Financial Statements <strong>2011</strong><br />

in thousand CHF <strong>2011</strong> 2010<br />

Profit before income tax 168,582 6,122<br />

Tax at the applicable tax rate of 23.37 % (2010: 23.37 %) 39,398 1,431<br />

Effect of differing national tax rates (17,375) (6,479)<br />

Utilization of not yet recognized tax loss carry-forwards (372) (142)<br />

Recognition of deferred tax assets from previous periods (2,835) (259)<br />

Not yet recognized tax loss carry-forwards 13,510 13,434<br />

Adjustment of previous year tax provision 1,566 883<br />

Effect of changes in the tax rate on temporary differences 980 305<br />

Withholding tax on dividends received 3,339 4,907<br />

Expenses not deductible for tax purposes and non-taxable income 1,840 17,298<br />

Miscellaneous 1,118 741<br />

Actual tax charge 41,169 32,119<br />

The following table shows the reconciliation for <strong>2011</strong> in percent:<br />

Tax at the applicable tax rate of 23.37 % 23.37 %<br />

Effect of differing national tax rates (10.31 %)<br />

Utilization of not yet recognized tax loss carry-forwards (0.22 %)<br />

Recognition of deferred tax assets from previous periods (1.68 %)<br />

Not yet recognized tax loss carry-forwards 8.01 %<br />

Adjustment of previous year tax provision 0.93 %<br />

Effect of changes in the tax rate on temporary differences 0.58 %<br />

Withholding tax on dividends received 1.98 %<br />

Expenses not deductible for tax purposes and non-taxable income 1.09 %<br />

Miscellaneous 0.66 %<br />

Actual tax charge 24.42 %<br />

Income tax recognized in the consolidated statement of comprehensive income:<br />

in thousand CHF<br />

Before tax<br />

<strong>2011</strong> 2010<br />

Tax benefit<br />

(expense)<br />

Net of tax<br />

Before tax<br />

Tax benefit<br />

(expense)<br />

<strong>2011</strong><br />

Net of tax<br />

Translation and exchange differences (11,238) 0 (11,238) (15,027) 0 (15,027)<br />

Available-for-sale financial assets 3,994 0 3,994 (1,828) 0 (1,828)<br />

Other taxes directly recognized in equity<br />

Actuarial gains (losses)<br />

0 (123) (123) 0 (123) (123)<br />

on defined benefit plans (22,134) 5,419 (16,715) (10,596) 5,412 (5,184)<br />

Total (29,378) 5,296 (24,082) (27,451) 5,289 (22,162)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

95


96<br />

Consolidated Financial Statements <strong>2011</strong><br />

13<br />

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>2011</strong> 2010<br />

Consolidated profit attributable to owners of the parent 126,294 (27,350)<br />

Weighted average number of ordinary shares outstanding 23,639 23,668<br />

Basic earnings per share (in CHF) 5.34 (1.16)<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<br />

of all dilutive potential ordinary shares. The Group only has share options outstanding that can be categorized as dilutive potential ordinary<br />

shares. For the share options, a calculation is made to determine the number of shares that could have been acquired at fair value based<br />

on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared<br />

with the number of shares that would have been issued assuming the exercise of the share options.<br />

in thousand CHF <strong>2011</strong> 2010<br />

Consolidated profit attributable to owners of the parent 126,294 (27,350)<br />

Weighted average number of ordinary shares outstanding 23,639 23,668<br />

Adjustments for share options 17 7<br />

Adjustments for share ownership program 20 4<br />

Weighted average number of ordinary shares for diluted earnings per share 23,676 23,679<br />

Diluted earnings per share (in CHF) 5.33 (1.16)<br />

At December 31, <strong>2011</strong>, 103,125 options (2010: 66,946 options) were excluded from the diluted weighted average number of ordinary shares<br />

calculation as their effect would have been anti-dilutive.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


14<br />

Property, plant and equipment<br />

Consolidated Financial Statements <strong>2011</strong><br />

During the period under review, the Group acquired mainly machinery and equipment. The reclassification of CHF 14.3 million in 2010<br />

from construction in progress mainly to buildings refers to the commissioning of a new warehouse in Dubai. In 2010, the net assets of two<br />

barges were revalued. As the recoverable amount of these assets did not exceed the carrying amount, an impairment of CHF 4.7 million<br />

was recognized in 2010 (<strong>2011</strong>: CHF 0.0).<br />

<strong>2011</strong> (in thousand CHF)<br />

Land and<br />

buildings<br />

Machinery<br />

and<br />

equipment<br />

Vehicles<br />

Construc-<br />

tion in<br />

progress<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 />

2010 (in thousand CHF)<br />

Land and<br />

buildings<br />

Machinery<br />

and<br />

equipment<br />

Vehicles<br />

Construc-<br />

tion in<br />

progress<br />

Acquisition costs<br />

Balance on January 1 133,833 239,225 41,401 15,749 430,208<br />

Translation differences (16,261) (20,515) (3,740) (1,418) (41,934)<br />

Acquisition of subsidiaries, net of cash acquired 1 68 65 0 134<br />

Additions 5,169 18,062 3,109 2 26,342<br />

Disposals (4,310) (23,068) (1,857) 0 (29,235)<br />

Reclassifications 11,790 1,847 691 (14,328) 0<br />

Balance on December 31 130,222 215,619 39,669 5 385,515<br />

Accumulated depreciation<br />

Balance on January 1 76,401 189,162 23,372 0 288,935<br />

Translation differences (9,248) (17,260) (3,133) 0 (29,641)<br />

Additions 6,756 20,757 11,378 0 38,891<br />

Disposals (3,215) (22,240) (1,048) 0 (26,503)<br />

Reclassifications 0 (1) 1 0 0<br />

Balance on December 31 70,694 170,418 30,570 0 271,682<br />

Net book value on January 1 57,432 50,063 18,029 15,749 141,273<br />

Net book value on December 31 59,528 45,201 9,099 5 113,833<br />

Of which net book value of assets<br />

acquired under finance leases 304 44 1,236 0 1,584<br />

Total<br />

Total<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

97


98<br />

Consolidated Financial Statements <strong>2011</strong><br />

15<br />

Intangible assets<br />

<strong>2011</strong> (in thousand CHF)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Goodwill<br />

Software<br />

Brands/<br />

Customer<br />

lists<br />

Other<br />

intangible<br />

assets<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 depreciation or 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 />

2010 (in thousand CHF)<br />

Goodwill<br />

Software<br />

Brands/<br />

Customer<br />

lists<br />

Other<br />

intangible<br />

assets<br />

Acquisition costs<br />

Balance on January 1 44,315 63,879 23,651 688 132,533<br />

Translation differences (1,170) (3,831) (1,732) (44) (6,777)<br />

Acquisition of subsidiaries, net of cash acquired 1,404 2 844 0 2,250<br />

Additions 0 13,677 0 21 13,698<br />

Disposals 0 (1,003) 0 (9) (1,012)<br />

Balance on December 31 44,549 72,724 22,763 656 140,692<br />

Accumulated depreciation or impairment losses<br />

Balance on January 1 1,823 39,570 18,755 508 60,656<br />

Translation differences (225) (3,453) (1,433) (45) (5,156)<br />

Additions 0 6,385 1,569 159 8,113<br />

Disposals 0 (1,003) 0 (9) (1,012)<br />

Balance on December 31 1,598 41,499 18,891 613 62,601<br />

Net book value on January 1 42,492 24,309 4,896 180 71,877<br />

Net book value on December 31 42,951 31,225 3,872 43 78,091<br />

The net book value of software is comprised of accumulated, internally generated, capitalized software development costs of CHF 33.4 million<br />

(2010: CHF 22.6 million). All intangible assets with estimable useful lives are amortized over the period of their respective estimated<br />

useful lives to their estimated residual values, and reviewed for impairment. Neither in <strong>2011</strong> nor 2010 there were any impairment charges<br />

on these intangible assets.<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<br />

of a CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets<br />

ap proved by management covering a five-year period. Cash flows beyond the five-year period are extrapolated using the estimated growth<br />

rates stated below. The growth rate does not exceed the long-term average growth rate for the business in which the CGU operates.<br />

Total<br />

Total


A summary of the goodwill allocation per CGU is presented below:<br />

Consolidated Financial Statements <strong>2011</strong><br />

in thousand CHF <strong>2011</strong> 2010<br />

Air freight division (CGU Airfreight) 31,151 31,151<br />

Grampian International Freight Aberdeen & Beverwijk (CGU Grampian) 6,393 6,388<br />

<strong>Panalpina</strong> World Transport (Singapore) Pte. Ltd. (CGU Janco) 3,981 4,008<br />

<strong>Panalpina</strong> World Transport (Pty) Ltd. (CGU Australia) 3,606 1,404<br />

Grieg Logistics AS (CGU Norway) 36,248 0<br />

Total goodwill 81,379 42,951<br />

The following key assumptions have been used for the value-in-use calculations of each CGU:<br />

<strong>2011</strong><br />

CGU<br />

Norway<br />

CGU<br />

Australia<br />

CGU<br />

Airfreight<br />

CGU<br />

Grampian<br />

CGU<br />

Janco<br />

Growth rate1 9.25 % 6.75 % 3.50 % 7.25 % 4.50 %<br />

Operating expenses in % of forwarding revenues2 97.62 % 98.73 % 98.19 % 99.83 % 98.73 %<br />

WACC3 7.57 % 11.18 % 6.65 % 8.08 % 6.85 %<br />

2010<br />

CGU<br />

Australia<br />

CGU<br />

Airfreight<br />

CGU<br />

Grampian<br />

CGU<br />

Janco<br />

Growth rate1 4.50 % 2.25 % 4.63 % 3.13 %<br />

Operating expenses in % of forwarding revenues2 96.87 % 98.37 % 98.62 % 97.74 %<br />

WACC3 15.53 % 10.44 % 12.60 % 10.51 %<br />

1 Weighted average growth rate used to extrapolate cash flows beyond the budget period<br />

2 Budgeted operating expenses in % of forwarding revenues<br />

3 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<br />

sales growth at market growth for the planning period. It was also assumed that the percentage of operating expenses as a percentage of<br />

forwarding revenue, will remain stable.<br />

For CGU Grampian a change in the assumptions of the growth rate of the gross profit (2.6 percentage points) or the WACC (1.8 percentage<br />

points) would cause the carrying value of goodwill to exceed the recoverable amount. The same applies for CGU Norway for which<br />

a change in the assumptions of the growth rate of the gross profit (2.9 percentage points) or the WACC (2.7 percentage points) would also<br />

cause the 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 – 54.5 percentage points<br />

WACC + 34.6 percentage points<br />

CGU Janco<br />

Gross profit growth rate – 30.3 percentage points<br />

WACC + 8.6 percentage points<br />

CGU Grampian<br />

Gross profit growth rate – 2.6 percentage points<br />

WACC + 1.8 percentage points<br />

CGU Australia<br />

Gross profit growth rate – 58.5 percentage points<br />

WACC + 34.6 percentage points<br />

CGU Norway<br />

Gross profit growth rate – 2.9 percentage points<br />

WACC + 2.7 percentage points<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

99


100<br />

16<br />

Consolidated Financial Statements <strong>2011</strong><br />

Investments<br />

in thousand CHF <strong>2011</strong> 2010<br />

Available-for-sale investments 19,670 15,625<br />

Fair value through profit or loss investments 775 816<br />

Loans receivable 311 208<br />

Long-term receivables 47,975 14,061<br />

Other 3,525 4,133<br />

Total investments 72,256 34,843<br />

Long-term receivables primarily include rental and guarantee deposits of CHF 13.7 million (2010: CHF 12.8 million) and investments in<br />

money market and time deposits with a maturity longer than 360 days of CHF 34.3 million (2010: CHF 0.0 million).<br />

Available-for-sale investments – unquoted equity shares<br />

in thousand CHF <strong>2011</strong> 2010<br />

Balance on January 1 15,625 17,794<br />

Translation differences (13) (78)<br />

Additions 69 5<br />

Disposals (5) (142)<br />

Fair value adjustments recognized in statement of comprehensive income 3,994 (1,702)<br />

Reclassifications 0 (252)<br />

Balance on December 31 19,670 15,625<br />

Less: non-current portion 19,670 15,625<br />

Current portion 0 0<br />

In <strong>2011</strong>, no shares (2010: shares of CHF 252 thousand) were transferred from available-for-sale investments to fair value through profit or<br />

loss. Fair value adjustments amounting to CHF 126 thousand previously recorded in comprehensive income are recognized in the income<br />

statement (<strong>2011</strong>: CHF 0).<br />

Fair value through profit or loss investments<br />

in thousand CHF <strong>2011</strong> 2010<br />

Balance on January 1 816 618<br />

Translation differences (12) (85)<br />

Disposals (7) (8)<br />

Fair value adjustments recognized in profit or loss (22) 39<br />

Reclassifications 0 252<br />

Balance on December 31 775 816<br />

Less: non-current portion 775 816<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.<br />

The risk map itself covers any strategic, financial, operational, legal and compliance risks that could significantly impact the Company’s<br />

ability to achieve its business goals and financial targets. Identified risks are weighted and prioritized by the Executive Board according to<br />

their significance and likelihood of occurrence. For each risk, specific risk-mitigation measures – including their current status – are defined<br />

and responsibilities are allocated. The risk map, which is compiled by the Risk Review Committee, chaired by the Corporate Secretary, for<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><br />

review by the Executive Board and the Audit Committee and subsequently approved by the Audit Committee, contains risks iden tified and<br />

assessed by the respective corporate functions, selected country management, Corporate Audit and the Group auditors. The annual risk<br />

map also features risks which have increased or decreased in the course of the reporting year. Financial risk management specifically is<br />

described in further detail below.<br />

18<br />

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<br />

long-term deposits that arise directly from its operations. The Group also holds available-for-sale investments and enters into deriva-tive<br />

transactions.<br />

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks.<br />

It is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the<br />

Group. The financial risk committee provides assurance to the Group’s senior management that the Group’s financial risk-taking activities are<br />

governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accor dance with<br />

Group policies and Group risk appetite. All derivative activities for risk management purposes are carried out by specialist teams that have<br />

the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative purposes shall<br />

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>2011</strong> (in thousand CHF)<br />

Cash<br />

Available-<br />

for-sale<br />

Fair value<br />

through<br />

profit or<br />

loss held<br />

for trading<br />

Loans 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<br />

Investments:<br />

5,504 5,504 5,504<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, <strong>2011</strong> 1,693 19,670 6,279 1,724,025 1,751,667 1,751,667<br />

<strong>2011</strong> (in thousand CHF)<br />

Financial<br />

liabilities at<br />

fair value<br />

through<br />

profit or 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, <strong>2011</strong> 4,648 973,908 978,556 978,556<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

101


102<br />

Consolidated Financial Statements <strong>2011</strong><br />

2010 (in thousand CHF)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Cash<br />

Available-<br />

for-sale<br />

Fair value<br />

through<br />

profit or<br />

loss held<br />

for trading<br />

Loans and<br />

receivables<br />

Carrying<br />

amount<br />

Total<br />

(fair value)<br />

Trade receivables and other receivables 1,055,438 1,055,438 1,055,438<br />

Unbilled forwarding services 74,742 74,742 74,742<br />

Accrued interest income 340 340 340<br />

Cash and cash equivalents 1,423 527,513 528,936 528,936<br />

Other current financial assets 6,089 6,089 6,089<br />

Derivative financial instruments<br />

Investments:<br />

20,454 20,454 20,454<br />

Bonds and debentures 181 181 181<br />

Shares 15,625 394 16,019 16,019<br />

Other investments 241 241 241<br />

Third-party loans 354 354 354<br />

Rental and guarantee deposits 12,849 12,849 12,849<br />

Total on December 31, 2010 1,423 15,625 21,270 1,677,325 1,715,643 1,715,643<br />

2010 (in thousand CHF)<br />

Financial<br />

liabilities at<br />

fair value<br />

through<br />

profit or 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 830,310 830,310 830,310<br />

Borrowings 8,858 8,858 8,858<br />

Finance lease liabilities 879 879 992<br />

Derivative financial instruments 5,532 5,532 5,532<br />

Provisions and other liabilities 120,451 120,451 120,451<br />

Total on December 31, 2010 5,532 960,498 966,030 966,143<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<br />

(ie, as prices) 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).


Consolidated Financial Statements <strong>2011</strong><br />

<strong>2011</strong> (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 />

2010 (in thousand CHF) Level 1 Level 2 Level 3 Total<br />

Available-for-sale financial assets 0 1,074 14,228 15,302<br />

Financial assets at fair value through profit or loss held for trading 691 125 0 816<br />

Derivative financial assets 0 20,454 0 20,454<br />

Available-for-sale financial assets at cost 323<br />

Total 36,895<br />

Derivative financial liabilities 0 5,532 0 5,532<br />

Total 5,532<br />

The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position<br />

date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group,<br />

pricing service or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s-length<br />

basis. The 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<br />

by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely, as little<br />

as possible, on entity-specific estimates. If all significant inputs required to fair-value an instrument are observable, the instrument is<br />

included in 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. Neither in 2010 nor in<br />

<strong>2011</strong> investments have been sold.<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>2011</strong>:<br />

in thousand CHF<br />

Available-for-sale<br />

financial assets<br />

Balance on January 1 14,228 14,228<br />

Fair-value adjustments in statement of comprehensive income 3,412 3,412<br />

Balance on December 31<br />

Total gains or losses for the period included in the statement of comprehensive income for assets<br />

17,640 17,640<br />

held at the end of the reporting period 3,412 3,412<br />

Neither in <strong>2011</strong> nor in 2010 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 />

Total<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

103


104<br />

Consolidated Financial Statements <strong>2011</strong><br />

Foreign currency risk<br />

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily in regard<br />

to the US dollar and the euro. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities as well as<br />

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.<br />

Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency that<br />

is not the Group entity’s functional currency. The Group Treasury is responsible for managing the net position using external derivative<br />

contracts. For segment reporting purposes, each subsidiary designates contracts with the Group Treasury as fair value hedges. External<br />

foreign exchange contracts are designated at the Group level as hedges of foreign exchange risk on specific assets and liabilities on a<br />

gross basis.<br />

At December 31, <strong>2011</strong>, the Group’s net foreign currency risk exposure amounted to CHF 9.4 million (2010: CHF 31.6 million). The<br />

following table demonstrates the sensitivity to a reasonable possible change of 10 % in the USD, EUR and HKD exchange rate, with all<br />

other variables held constant, of the Group’s profit before income tax (due to changes in the fair value of monetary assets and liabilities).<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Profit before income tax<br />

Effect in thousand CHF <strong>2011</strong> 2010<br />

Euro (1,648) 371<br />

US dollar (105) (2,286)<br />

Hong Kong dollar (947) (896)<br />

Total effect (2,700) (2,811)<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 currency<br />

other than USD, EUR or HKD. Although the derivatives have not been designated in a hedge relationship, they act as a commercial<br />

hedge and will offset the underlying transactions should they occur. If the exchange rates of all currencies changed by 10 %, the total<br />

maximum net effect would amount to CHF 0.9 million (2010: CHF 3.2 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<br />

finan cial 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<br />

to 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<br />

the Group by optimizing asset utilization while maintaining risks at an acceptable level. There is no significant concentration of counterparty<br />

credit risk due to the Group’s large number of customers and their wide geographical spread. Risk limits and exposures are continuously<br />

monitored by country and by the nature of counterparties. Additionally, the Group obtains credit insurance and similar enhancements when<br />

appropriate 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.


The table below shows the Group’s maximum exposure to credit risk:<br />

Consolidated Financial Statements <strong>2011</strong><br />

in thousand CHF <strong>2011</strong> 2010<br />

Cash and cash equivalents (without cash in hand) 571,886 527,513<br />

Derivative financial instruments 5,504 20,454<br />

Trade receivables and other receivables 1,106,317 1,057,090<br />

Loans and other financial assets 49,123 18,547<br />

Total financial assets shown in statement of financial position subject to credit risk 1,732,830 1,623,604<br />

Guarantees 242,045 134,169<br />

Total credit risk 1,974,875 1,757,773<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 586.1 million (2010: CHF 525.3 million) and credit lines with various finan cial<br />

institutions totaling CHF 515.9 million (2010: CHF 520.9 million). Of this total, CHF 179.8 million (2010: CHF 190.9 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>2011</strong>/2010 based on contractual<br />

un discounted payments.<br />

<strong>2011</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) 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 />

Other liabilities<br />

Foreign exchange contracts<br />

21,193 8,051 0 29,244<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 />

2010 (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) 2,884 6,451 403 9,738<br />

Trade and other payables 557,671 24,372 9,971 592,014<br />

Accruals 217,396 14,821 6,080 238,297<br />

Provisions and other liabilities<br />

Foreign exchange contracts<br />

80,311 40,142 0 120,453<br />

Cash inflow (750,894) (65,039) (7,025) (822,958)<br />

Cash outflow 737,807 63,495 7,541 808,843<br />

Total 845,175 84,242 16,970 946,387<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

105


106<br />

Consolidated Financial Statements <strong>2011</strong><br />

Capital risk management<br />

The Group’s objectives when managing capital are to safeguard its ability to continue as an ongoing concern so as to provide returns<br />

for 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>2011</strong> 2010<br />

Capital and reserves attributable to <strong>Panalpina</strong> shareholders 905,808 804,279<br />

Equity attributable to non-controlling interests 9,082 7,890<br />

Total equity 914,890 812,169<br />

Total assets 2,135,322 1,989,242<br />

Equity ratio 42.8% 40.8%<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>2011</strong> 2010<br />

Office supplies 0 1,721<br />

Taxes (VAT, withholding tax) 41,949 42,660<br />

Accrued income 6,092 1,391<br />

Accrued interest income 757 340<br />

Personnel advances 1,405 2,559<br />

Prepaid rent expenses 5,371 6,829<br />

Prepaid communication and IT expenses 3,325 3,039<br />

Supplier rebates 16,912 21,535<br />

Short-term loans 847 146<br />

Others 8,339 17,737<br />

Total other receivables and other current assets 84,997 97,957<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


20<br />

Trade receivables<br />

Consolidated Financial Statements <strong>2011</strong><br />

in thousand CHF <strong>2011</strong> 2010<br />

Commercial clients 990,839 962,919<br />

Agents 17,684 22,508<br />

Total trade receivables (gross values) 1,008,523 985,427<br />

Individual allowance (282) (1,864)<br />

Overall allowance (23,837) (25,449)<br />

Total trade receivables (net) 984,404 958,114<br />

Europe, Middle East , Africa, CIS 479,358 518,859<br />

thereof European Union 380,646 419,529<br />

thereof Switzerland 42,185 38,370<br />

North America 201,398 179,090<br />

Central and South America 133,770 102,248<br />

Asia Pacific 169,878 157,917<br />

Total trade receivables (net) 984,404 958,114<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 indentified.<br />

<strong>Panalpina</strong> establishes its provisions for doubtful trade receivables based on its historical loss experiences. Significant financial difficulties of<br />

the 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.<br />

The creation and usage of provisions for impaired trade receivables have been included in other operating expenses in the income<br />

statement.<br />

The following table summarizes the movement in the provision for impairment of trade receivables:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Balance as of January 1 27,313 34,848<br />

Receivables written off during the year as uncollectible (7,470) (9,684)<br />

Changes in provision for doubtful accounts 4,276 2,149<br />

Balance as of December 31 24,119 27,313<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

107


108<br />

Consolidated Financial Statements <strong>2011</strong><br />

The following table provides details about the age 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>2011</strong> 2010<br />

Commercial clients 990,839 962,919<br />

Agents 17,684 22,508<br />

Total trade receivables (gross values) 1,008,523 985,427<br />

Allowance for bad debt (24,119) (27,313)<br />

Total trade receivables (net) 984,404 958,114<br />

of which:<br />

Not overdue 734,894 708,293<br />

Past due not more than 30 days 182,956 189,671<br />

Past due more than 30 days up to 180 days 83,667 82,139<br />

Past due more than 180 days up to 360 days 12,932 8,052<br />

Past due more than 360 days 10,137 10,153<br />

Prepayment (16,063) (12,881)<br />

Total trade receivables (gross) 1,008,523 985,427<br />

Allowance for bad debt (24,119) (27,313)<br />

Total trade receivables (net) 984,404 958,114<br />

21<br />

Derivative financial instruments<br />

Positive<br />

Negative<br />

Contract value<br />

replacement value<br />

replacement value<br />

in thousand CHF <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />

Forward foreign exchange contracts 728,316 805,302 5,504 20,454 (4,648) (5,532)<br />

Forward trading hedges 728,316 805,302 5,504 20,454 (4,648) (5,532)<br />

Positive<br />

Negative<br />

Contract value<br />

replacement value<br />

replacement value<br />

in thousand CHF <strong>2011</strong> 2010 <strong>2011</strong> 2010 <strong>2011</strong> 2010<br />

Terms of the forward foreign<br />

exchange contracts 728,316 805,302 5,504 20,454 (4,648) (5,532)<br />

0 – 3 months 675,587 734,333 4,540 18,579 (3,945) (4,890)<br />

4 – 12 months 46,614 63,428 505 1,875 (703) (103)<br />

13 – 18 months 6,115 7,541 459 0 0 (539)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Derivative financial instruments are spread over the following currencies:<br />

Consolidated Financial Statements <strong>2011</strong><br />

Forward foreign<br />

exchange contracts<br />

in thousand CHF <strong>2011</strong> 2010<br />

USD 443,673 399,245<br />

EUR 214,650 278,063<br />

SGD 24,222 2,001<br />

GBP 10,618 11,178<br />

HKD 7,511 17,074<br />

CZK 6,456 998<br />

CAD 6,452 25,097<br />

NZD 4,725 1,452<br />

MXN 2,353 2,211<br />

NOK 2,342 1,361<br />

SEK 2,261 8,154<br />

CHF 520 4,100<br />

AUD 0 15,002<br />

COP 0 11,228<br />

Other 2,533 28,138<br />

Total 728,316 805,302<br />

22<br />

Cash and cash equivalents<br />

in thousand CHF <strong>2011</strong> 2010<br />

Cash on hand 1,693 1,423<br />

Cash at bank 569,983 531,658<br />

Checks and bills of exchange in transit 1,903 (4,145)<br />

Total cash and cash equivalents 573,579 528,936<br />

Net cash (debt) is comprised as follows:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Cash and cash equivalents 573,579 528,936<br />

Other current financial assets 20,000 6,089<br />

Short-term borrowings (7,296) (9,335)<br />

Long-term borrowings (231) (403)<br />

Net cash (debt) 586,052 525,287<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

109


Consolidated Financial Statements <strong>2011</strong><br />

110 23 Share capital and treasury shares<br />

in thousand CHF<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Outstanding<br />

number of shares<br />

(numbers)<br />

Ordinary<br />

shares<br />

Treasury<br />

shares<br />

Balance on January 1, <strong>2011</strong> 23,642,458 50,000 (196,003) (146,003)<br />

Treasury shares<br />

Sold 20,245 0 2,190 2,190<br />

Purchased (79,042) 0 (8,617) (8,617)<br />

Sold under employee share plan 32,182 0 3,462 3,462<br />

Sold under employee option plan 16,065 0 1,690 1,690<br />

Balance on December 31, <strong>2011</strong> 23,631,908 50,000 (197,278) (147,278)<br />

The share capital is presented by 25 million issued shares (2010: 25 million) of CHF 2.00 par value, fully paid in.<br />

On December 31, <strong>2011</strong>, the number of outstanding shares amounted to 23,631,908 shares (2010: 23,642,458) and the number of treasury<br />

shares to 1,368,092 (2010: 1,357,542). Treasury shares have been deducted from equity attributable to owners of the parent. All<br />

shares issued by the Company were fully paid in.<br />

The extraordinary Shareholders’ Meeting held on August 23, 2005, authorized the Board of Directors to create authorized capital to the<br />

maximum amount of CHF 6 million by issuing a maximum of 3,000,000 registered shares with a nominal value of CHF 2.00 each at any<br />

time until August 22, 2007. At the <strong>Annual</strong> General Meeting held on May 15, 2007, the shareholders approved the proposal of the Board of<br />

Directors to extend the authorized share capital until May 2009 with an unchanged amount. The extension of the authorized capital for<br />

another two years was approved at the <strong>Annual</strong> General Meeting held on May 5, 2009. On May 10, <strong>2011</strong>, the General Meeting extended the<br />

resolution, with unchanged conditions until May 10, 2013. The Board of Directors has not made use of this au thorization. The Company<br />

has no conditional share capital.<br />

In 2007, the Board of Directors decided to return excess capital to the shareholders by launching a share buyback program via a second<br />

trading line on the SIX Swiss Exchange. Between August 13, 2007 and September 2, 2008, the Group repurchased 1,250,000 registered<br />

shares, totaling a value of CHF 185.0 million and representing 5 % of share capital.<br />

The amount available for dividend distribution is based on the available distributable retained earnings of <strong>Panalpina</strong> World Transport<br />

(Holding) Ltd. determined in accordance with the legal provisions of the Swiss Code of Obligations. On May 10, <strong>2011</strong>, the shareholders<br />

approved that no dividends will be distributed in respect of the 2010 business year.<br />

The Board of Directors has proposed dividends for the fiscal year <strong>2011</strong> of CHF 2.00 per share. In addition to the dividend payment the<br />

Board of Directors has proposed to cancel the 1,250,000 repurchased shares. This would result in a total remaining share capital of<br />

CHF 47.5 million (23,750,000 shares). Furthermore, the Board of Directors requests a reduction of the nominal value of the remaining<br />

23,750,000 shares by CHF 1.90 per share. If the shareholders would approve the proposal of the Board of Directors to reduce the nominal<br />

value per share from currently CHF 2.00 to CHF 0.10, the share capital would further decrease by CHF 45.125 million to CHF 2.375 million.<br />

The proposal of the dividend payment, the cancelation of the repurchased shares and the reduction of share nominal value are subject to<br />

approval at the <strong>Annual</strong> Meeting of Shareholders on May 8, 2012.<br />

24<br />

Non-controlling interests<br />

in thousand CHF <strong>2011</strong> 2010<br />

Balance on January 1, (net) 7,890 7,015<br />

Reclassification of parent’s ownership interest 0 9<br />

Translation differences (204) (430)<br />

Reclassification of translation difference to parent shareholders’ equity 0 (5)<br />

Interest in profit 1,119 1,298<br />

Reclassification of interest in profit to parent shareholders’ equity 0 55<br />

Dividend paid (46) (52)<br />

Acquisition Grieg 279 0<br />

Capital increase <strong>Panalpina</strong> Vietnam 44 0<br />

Total net non-controlling interests 9,082 7,890<br />

During the year under review, non-controlling interest increased by TCHF 44 due to the capital increase of <strong>Panalpina</strong> World Transport (Vietnam)<br />

Company Ltd. In addition, the Grieg acquisition included non-controlling interests of TCHF 279 for the participation in Grieg Triangle Logistics<br />

B.V., Netherlands. In 2010, the negative non-controlling interests of <strong>Panalpina</strong> Kuwait were reclassified to parent shareholders’ equity.<br />

Total


25<br />

Borrowings<br />

Consolidated Financial Statements <strong>2011</strong><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>2011</strong> 2010<br />

Current liabilities<br />

Overdraft 2,681 0<br />

Current portion of secured bank loans 4,233 8,855<br />

Unsecured bank facility 4 0<br />

Current portion of finance lease liabilities 378 480<br />

Total current liabilities 7,296 9,335<br />

Non-current liabilities<br />

Non-current portion of finance lease liabilities 228 399<br />

Other loans 3 4<br />

Total non-current liabilities 231 403<br />

Terms and repayment schedule<br />

in thousand CHF<br />

Currency<br />

Nominal<br />

interest rate<br />

Year of<br />

maturity<br />

<strong>2011</strong> 2010<br />

Carrying<br />

amount Fair value<br />

Carrying<br />

amount Fair value<br />

Current liabilities<br />

Secured bank loan USD 5.85 %<br />

DTF<br />

<strong>2011</strong> 0 0 6,020 6,020<br />

Secured bank loan COP +3.00 % <strong>2011</strong> 0 0 4 4<br />

Secured bank loan COP 4.91 % <strong>2011</strong> 0 0 2,831 2,831<br />

Secured bank loan USD 2.74 % 2012 4,233 4,233<br />

Unsecured bank facility COP 8.48 % 2012 4 4<br />

Total current liabilities 4,237 4,237 8,855 8,855<br />

Non-current liabilities<br />

Other loans SGD n/a 2013 3 3 4 4<br />

Total interest-bearing liabilities 4,240 4,240 8,859 8,859<br />

Finance lease liabilities<br />

in thousand CHF<br />

Future<br />

minimum<br />

lease<br />

payments<br />

<strong>2011</strong> 2010<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 429 51 378 542 62 480<br />

Between 1 and 5 years 255 27 228 450 51 399<br />

Total interest-bearing liabilities 684 78 606 992 113 879<br />

The weighted average interest rate of bank borrowings and other financing liabilities is 3.90 % (2010: 5.78 %). The carrying amounts of<br />

short-term bank borrowings approximate their fair value.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

111


112<br />

Consolidated Financial Statements <strong>2011</strong><br />

The maturity of the Group’s long-term financial debts (excluding lease liabilities) is shown in the following table:<br />

in thousand CHF<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

<strong>2011</strong> 2010<br />

<strong>2011</strong> 0 4<br />

2013 3 0<br />

Total 3 4<br />

The carrying amounts of the Group’s borrowings are denominated in the following currencies:<br />

in thousand CHF <strong>2011</strong> 2010<br />

USD 4,179 6,020<br />

EUR 2,741 18<br />

GBP 296 654<br />

PLN 250 165<br />

COP 4 2,835<br />

AUD 0 0<br />

Others 57 46<br />

Total 7,527 9,738<br />

26<br />

Long-term provisions<br />

<strong>2011</strong> (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 />

2010 (in thousand CHF)<br />

Employee<br />

benefits<br />

Claims<br />

and other<br />

provisions<br />

Total provisions<br />

Balance on January 1 28,756 37,902 66,658<br />

Translation differences (2,513) (3,725) (6,238)<br />

Addition 9,492 70,923 80,415<br />

Reversal of unused amount (2,939) (35,449) (38,388)<br />

Charged in income statement 6,553 35,474 42,027<br />

Utilization (5,092) (514) (5,606)<br />

Transfers 6,746 8,992 15,738<br />

Balance on December 31 34,450 78,129 112,579


Consolidated Financial Statements <strong>2011</strong><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 2,527 thousand for the cash-settled<br />

compensation plan. Significant provisions are discounted by using the corresponding discount rate applicable in the respective countries<br />

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>2011</strong> is expected to be utilized within the next two to five years. Long-term claims include an additional<br />

provision for probable potential future payments in connection with transport damages. Furthermore, in 2010, a long-term provision in the<br />

amount of CHF 38.0 million was recorded to cover the fines, legal penalties and compliance consultancy fees relating to the settlement of<br />

the US Foreign Corrupt Practices Act (FCPA). In the period under review the current portion of CHF 16.6 million has been reclassified to<br />

provisions and other liabilities as it is expected to be utilized within one year. The management determined the provision based on past<br />

performance 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 />

2010<br />

Recog-<br />

nized<br />

translation<br />

differ-<br />

ences<br />

Recog-<br />

nized<br />

in income<br />

statement<br />

Recog-<br />

nized<br />

in OCI<br />

Balance<br />

Decem-<br />

ber 31<br />

2010<br />

Recog-<br />

nized<br />

translation<br />

differ-<br />

ences<br />

Recog-<br />

nized<br />

in income<br />

statement<br />

Recog-<br />

nized<br />

in OCI<br />

Balance<br />

Decem-<br />

ber 31<br />

<strong>2011</strong><br />

Deferred tax assets<br />

Receivables 2,928 (307) (1,358) 0 1,263 (4) 1,278 0 2,537<br />

Fixed assets 4,060 (425) (440) 0 3,195 (10) 180 0 3,365<br />

Provisions<br />

Other statement of financial<br />

15,710 (1,645) 6,402 (1,794) 18,673 (56) 1,195 (410) 19,402<br />

position captions<br />

Deductible loss<br />

8,763 (917) 3,610 0 11,456 (35) (6,305) 0 5,116<br />

carry-forwards 23,878 (2,500) 9,906 0 31,284 (94) 703 0 31,893<br />

Total deferred tax assets 55,339 (5,794) 18,120 (1,794) 65,871 (199) (2,949) (410) 62,313<br />

Deferred tax liabilities<br />

Receivables (640) (4) 135 0 (509) 0 104 0 (405)<br />

Fixed assets (9,171) (57) (510) 0 (9,738) 7 (2,152) 0 (11,883)<br />

Provisions<br />

Other statement of financial<br />

(8,591) (54) (668) 7,206 (2,107) 1 (5,563) 5,829 (1,840)<br />

position captions<br />

Deductible loss<br />

(4,801) (30) (3,560) 0 (8,391) 6 8,021 0 (364)<br />

carry-forwards<br />

Total deferred<br />

1,288 8 (1,296) 0 0 0 0 0 0<br />

tax liabilities (21,915) (137) (5,899) 7,206 (20,745) 14 410 5,829 (14,492)<br />

Net deferred tax assets<br />

(liabilities) 33,424 (5,931) 12,221 5,412 45,126 (185) (2,539) 5,419 47,821<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

113


114<br />

Consolidated Financial Statements <strong>2011</strong><br />

The gross movement in the deferred income tax account is as follows:<br />

in thousand CHF <strong>2011</strong> 2010<br />

Balance January 1 45,126 33,424<br />

Translation differences (185) (5,931)<br />

Income statement charge (2,539) 12,221<br />

Tax charged to equity due to IAS 19 5,419 5,412<br />

Balance December 31 47,821 45,126<br />

In <strong>2011</strong>, temporary differences in the amount of CHF 3.6 million (2010: CHF 4.9 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>2011</strong> 2010<br />

<strong>2011</strong> – 2,360<br />

2012 16,702 18,321<br />

2013 15,399 15,544<br />

2014 7,884 2,677<br />

2015 768 723<br />

2016 674 –<br />

Later 58,672 40,698<br />

Total unrecognized tax loss carry-forwards 100,099 80,323<br />

The total increase of CHF 19.8 million (2010: increase of CHF 25.3 million) derived mainly from unrecognized tax loss carry-forwards in<br />

Angola, Belgium, Brazil and Luxembourg. During the period under review, tax loss carry-forwards expired mainly in Finland, Denmark and<br />

Angola. Tax loss carry-forwards of CHF 13.4 million (2010: CHF 21.9 million) were utilized mainly in Switzerland, USA and Australia.<br />

28<br />

Provisions and other liabilities<br />

<strong>2011</strong> (in thousand CHF)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Employee<br />

benefits and<br />

others<br />

Outstanding<br />

vacation<br />

entitlement<br />

Claims<br />

Restruc-<br />

turing<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 />

Total


2010 (in thousand CHF)<br />

Employee<br />

benefits and<br />

others<br />

Outstanding<br />

vacation<br />

entitlement<br />

Consolidated Financial Statements <strong>2011</strong><br />

Claims<br />

Restruc-<br />

turing<br />

Balance on January 1 45,285 21,077 32,983 4,026 103,371<br />

Translation differences (3,073) (2,168) (1,247) (1,144) (7,632)<br />

Addition 122,915 4,113 90,338 265 217,631<br />

Reversal of unused amounts (11,502) (1,253) (16,440) (584) (29,779)<br />

Charged in income statement 111,413 2,860 73,898 (319) 187,852<br />

Utilization (88,888) (2,320) (33,868) (1,724) (126,800)<br />

Transfers 0 0 (15,738) 0 (15,738)<br />

Balance on December 31 64,737 19,449 56,028 839 141,053<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<br />

the period under review, CHF 30.8 million of personnel profit participation (2010: CHF 30.7 million) was paid out. For the current year<br />

additional personnel profit participation of CHF 51.2 million (2010: CHF 51.2 million) including related social security costs and payroll<br />

taxes was recognized.<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. In addition, in 2010 short-term provision in the amount of CHF 31.0 million was recorded to cover the<br />

fines, legal penalties and compliance consultancy fees relating to the settlement of the US Foreign Corrupt Practices Act (FCPA) and the<br />

US as well as the New Zealand antitrust investigations. During the period under review the previous year recognized provision was<br />

paid out.<br />

In 2010, the management reassessed the cash outflow of claims and came to the conclusion that, based on past utilization, the duration<br />

until claims can be settled increased substantially. The reclassification to long-term claim provisions of CHF 15.7 million reflects this change.<br />

The balance as of December 31, is expected to be utilized within one year.<br />

Restructuring provisions arise from planned programs that materially change the scope of business undertaken by the Group or the manner<br />

in which business is conducted. Such provisions include only the costs necessarily entailed by the restructuring which are not associated<br />

with the recurring activities of the Group. In 2010, additionally recognized restructuring provisions related to adjustments of the previous<br />

year estimations. Neither in <strong>2011</strong> nor in 2010, an additional restructuring plan was approved. The timings of these cash outflows are<br />

expected to occur 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<br />

a fixed annual compensation and participate in certain equity compensation plans (see note 8). In <strong>2011</strong>, there were 7 (2010: 6) members<br />

of 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<br />

and the individual manager’s performance. In addition, members of the Executive Board receive indirect benefits and are able to participate<br />

in certain equity compensation plans (see note 8). In <strong>2011</strong>, there were 5 (2010: 5) members of the Executive Board.<br />

Total<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

115


116<br />

Consolidated Financial Statements <strong>2011</strong><br />

The following table shows the compensation of key management personnel:<br />

<strong>2011</strong> (in thousand CHF)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

<strong>Annual</strong><br />

salary 1<br />

Bonus<br />

Termi-<br />

nation<br />

benefits<br />

Other<br />

benefits 2<br />

Share-<br />

based<br />

payment 3<br />

Social<br />

security<br />

contribution<br />

Total<br />

compen-<br />

sation<br />

Option<br />

granted<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<br />

Board of Directors leaving<br />

77 50 12 139<br />

Günter Rohrmann 102 102<br />

Total remuneration of Board of Directors 1,327 0 0 0 350 147 1,824 0<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 0<br />

Total remuneration of key management<br />

personnel 4,599 1,584 0 278 1,887 863 9,211 0<br />

1 Salaries incl. fixed remuneration, salary and discount on shares granted<br />

2 Other benefits incl. expense allowance and fringe benefits<br />

3 According to the Executive Board Mid-term Incentive Plan (see Note 8) the members of the Executive Board received matched shares<br />

totaling 4,155 shares reflecting the 40 % bonus paid in the previous year<br />

* Remuneration respectively shares have been transferred to Ernst Göhner Stiftung (employer of respective board member)


2010 (in thousand CHF)<br />

<strong>Annual</strong><br />

salary 1<br />

Bonus<br />

Termi-<br />

nation<br />

benefits<br />

Other<br />

benefits 2<br />

Share-<br />

based<br />

payment 3<br />

Consolidated Financial Statements <strong>2011</strong><br />

Social<br />

security<br />

contribution<br />

Total<br />

compen-<br />

sation<br />

Option<br />

granted<br />

Board of Directors<br />

Rudolf W. Hug, Chairman 454 50 46 550<br />

Günter Rohrmann, Vice Chairman 154 50 0 204<br />

Roger Schmid, Member * 155 50 0 205<br />

Chris E. Muntwyler, Member 77 50 8 135<br />

Hans-Peter Strodel, Member 77 50 7 134<br />

Beat Walti, Member<br />

Board of Directors leaving<br />

77 50 8 135<br />

Günther Casjens, Member 154 0 154<br />

Wilfried Rutz, Vice Chairman 127 12 139<br />

Yuichi Ishimaru, Member 77 7 84<br />

Glen R. Pringle, Member 51 0 51<br />

Total remuneration of Board of Directors 1,403 0 0 0 300 88 1,791 0<br />

Executive Board<br />

Monika Ribar, Chief Executive Officer 800 730 27 633 110 2,300<br />

Members of the Executive Board 2,220 1,141 149 1,017 420 4,947<br />

Executive Management leaving 850 33 73 206 134 1,296<br />

Total remuneration of Executive Board 3,870 1,871 33 249 1,856 664 8,543 0<br />

Total remuneration of key management<br />

personnel 5,273 1,871 33 249 2,156 752 10,334 0<br />

1 Salaries incl. fixed remuneration, salary and discount on shares granted<br />

2 Other benefits incl. expense allowance and fringe benefits<br />

3 According to the Executive Board Mid-term Incentive Plan (see Note 8) the members of the Executive Board received matched shares<br />

totaling 4,155 shares reflecting the 40% bonus paid in the previous year<br />

* Remuneration respectively shares have been transferred to Ernst Göhner Stiftung (employer of respective board member)<br />

There were no contributions or donations to close members of the families of the key management.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

117


118<br />

Consolidated Financial Statements <strong>2011</strong><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 />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Number of PWT<br />

nominal shares<br />

Number of options<br />

(End of vesting period)<br />

2012 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, <strong>2011</strong> 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 Officer 4,050 0 0 200<br />

Total on December 31, <strong>2011</strong> 47,343 4,200 3,747 5,543<br />

Total on December 31, <strong>2011</strong> 66,361 7,200 6,397 7,563<br />

Number of PWT<br />

nominal shares<br />

Number of options<br />

(End of vesting period)<br />

2012 2013 2014<br />

Board of Directors<br />

Rudolf W. Hug, Chairman 7,935 1,200 1,325 2,020<br />

Günter Rohrmann, Vice Chairman 2,820 2,020<br />

Roger Schmid, Member 9,375 1,800 1,325<br />

Total on December 31, 2010 20,130 3,000 2,650 4,040<br />

Executive Board<br />

Monika Ribar, Chief Executive Officer 21,063 1,800 1,325 2,020<br />

Christoph Hess, General Counsel and Corporate Secretary 3,000 600 600 1,000<br />

Karl Weyeneth, Chief Operating Officer 5,315 0 497 303<br />

Marco Gadola, Chief Financial Officer 2,572 1,800 1,325 2,020<br />

Alastair Robertson, Chief Human Resources Officer 2,200 0 0 200<br />

Total on December 31, 2010 34,150 4,200 3,747 5,543<br />

Total on December 31, 2010 54,280 7,200 6,397 9,583<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.


30<br />

Business combinations/disinvestments<br />

Consolidated Financial Statements <strong>2011</strong><br />

On February 1, <strong>2011</strong>, <strong>Panalpina</strong> World Transport (Pty) Ltd. in Sydney announced the purchase of defined tangible and intangible assets<br />

and the business of Apollo Forwarding in Perth. Apollo and <strong>Panalpina</strong> have been close partners for more than ten years. During that<br />

time, Apollo Perth has acted as an agent of <strong>Panalpina</strong>. The purchase enables <strong>Panalpina</strong> to further enlarge the geographical office coverage<br />

in Oceania and widen the customer base. In addition to being a well-established customs broker, Apollo Perth also provides international<br />

freight forwarding services to its Australia-based customers who now gain access to <strong>Panalpina</strong>’s global network. The acquisition has<br />

been settled for a final cash consideration of CHF 2.9 million.<br />

As per April 1, <strong>2011</strong> the Group acquired 100 percent of the issued share capital of Grieg Logistics AS, a company today encompassing<br />

freight forwarding, domestic transportation, warehousing, distribution and customs clearance with operations in fourteen locations.<br />

Grieg Logistics, established in 1969, is a leading logistics provider to the Norwegian oil and gas, shipping and maritime industries. It has a<br />

broad product portfolio including logistics, freight forwarding and project development. In Norway, Grieg Logistics serves the national<br />

market with offices throughout the country. Businesses will add approximately NOK 400 million (CHF 67.0 million) to the <strong>Panalpina</strong> Group’s<br />

annual turnover. Grieg Logistics, with its strategic locations throughout Norway, has built up a strong reputation for providing customers<br />

with tailor-made services to meet their needs. The acquisition was settled for a final cash consideration of CHF 60.3 million. The acquired<br />

business contributed net forwarding revenue of CHF 49.4 million and net profit of CHF 0.2 million to the Group for the period from<br />

April 1 to December 31, <strong>2011</strong>.<br />

Tangible assets acquired in <strong>2011</strong> 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 <strong>2011</strong> 2010<br />

Purchase consideration<br />

– Cash paid 63,160 2,384<br />

Total purchase consideration 63,160 2,384<br />

Fair value of net assets acquired (22,570) (980)<br />

Non-controlling interest 279 0<br />

Goodwill 40,869 1,404<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 />

Revaluation<br />

Acquiree’s due to purchase<br />

carrying amount accounting<br />

Fair value<br />

<strong>2011</strong><br />

Fair value<br />

2010<br />

Cash and cash equivalents 3,174 0 3,174 0<br />

Property, plant and equipment 444 0 444 134<br />

Intangible assets 0 15,927 15,927 846<br />

Other non-current assets 351 (72) 279 0<br />

Trade receivables 10,322 0 10,322 0<br />

Other current assets 357 0 357 0<br />

Total acquired assets 14,648 15,855 30,503 980<br />

Payables (2,501) 0 (2,501) 0<br />

Provisions (681) 348 (333) 0<br />

Other current liabilities (5,099) 0 (5,099) 0<br />

Total acquired liabilities (8,281) 348 (7,933) 0<br />

Net assets acquired 6,367 16,203 22,570 980<br />

Non-controlling interests (279) 0<br />

Less acquired liquidity (3,174) 0<br />

Goodwill 40,869 1,404<br />

Total cash used in acquisition of businesses 59,986 2,384<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

119


Consolidated Financial Statements <strong>2011</strong><br />

120 31<br />

Additional information<br />

Contractual commitments on non-cancellable operating lease contracts <strong>2011</strong> 2010<br />

in thousand CHF<br />

Less than one year 139,128 137,768<br />

Between one and five years 261,044 283,793<br />

More than five years 99,459 116,535<br />

Total residual commitments 499,631 538,096<br />

Included in the residual lease commitments is an operating lease contract for aircrafts of CHF 33.8 million (2010: CHF 76.8 million), leased<br />

by <strong>Panalpina</strong> Air & Ocean Ltd. The contract, with a one-year notice period, was renewed in 2010 for the first aircraft until August 31, 2012.<br />

In 2010, a second aircraft was leased with a period at least until September 30, 2012.<br />

Pledged assets<br />

As of the statement of financial position date <strong>2011</strong> and 2010, the Group does not have any pledged assets.<br />

Pending legal claims<br />

Introduction<br />

In addition to the matters discussed in note 4 – Provisions, from time to time the Group is involved in legal proceedings in the ordinary course<br />

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<br />

proceedings 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. Formal<br />

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 in<br />

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<br />

US Foreign Corrupt Practices Act (FCPA). Under the DPA, the DOJ has agreed to defer any criminal prosecution for three years. <strong>Panalpina</strong><br />

has accepted certain obligations under the DPA, such as further strengthening its compliance policies and procedures and providing<br />

regular 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<br />

the 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 raided 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<br />

Commission requesting certain information and records relating to alleged antitrust violations in the freight forwarding industry. In August<br />

2010, Brazilian authorities announced preliminary investigations against the freight forwarding industry. In December <strong>2011</strong>, <strong>Panalpina</strong>’s<br />

local subsidiary received a letter from the Competition Commission Singapore to detail whether it has engaged in similar anti-competitive<br />

conduct.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><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 />

Furthermore, a civil class action lawsuit was filed in the USA against <strong>Panalpina</strong> and a number of its major competitors as a direct consequence<br />

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<br />

were filed in January 2010. At this stage, <strong>Panalpina</strong> is unable to express an opinion as to the probable outcome of this litigation and thus<br />

to estimate the potential loss, if any.<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.<br />

In January 2010, the Australian Competition and Consumer Commission also discontinued its investigation.<br />

In February 2010, <strong>Panalpina</strong> was served with a Statement of Objections by the European Commission, alleging anti-competitive behavior<br />

in the freight forwarding industry. In an oral hearing before the Commission’s case team held in July 2010, <strong>Panalpina</strong> has presented its<br />

arguments. In January <strong>2011</strong>, <strong>Panalpina</strong> received an additional request for information issued by the European Commission. A final decision<br />

is not expected prior to early 2012.<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<br />

international air freight forwarding services. Under the terms of the settlement, which has been approved by the competent court, <strong>Panalpina</strong><br />

has agreed to pay a fine of approximately USD twelve million.<br />

In the reporting year <strong>Panalpina</strong> completed settlement negotiations with the New Zealand Commerce Commission and the agreed penalty<br />

has been approved by the competent court.<br />

It is not possible to predict the outcome of the pending anti-trust proceedings at this stage. They may, however, result in material penalties<br />

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 in these<br />

proceedings, no related provisions have been made as of December 31, <strong>2011</strong>.<br />

Subsequent events<br />

Since the statement of financial position date, no events have become known for which a disclosure is required.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

121


Consolidated Financial Statements <strong>2011</strong><br />

122 32<br />

Principal Group companies and participations<br />

Company<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Registered<br />

Currency<br />

Nominal<br />

capital<br />

in 1,000<br />

Equity<br />

interest<br />

in %<br />

Invest-<br />

ment<br />

Method<br />

of con-<br />

solidation<br />

Europe<br />

<strong>Panalpina</strong> World Transport (Holding) Ltd. Basel CHF 50,000 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 100 100 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 />

Jacky Maeder international forwarding Ltd. Basel CHF 300 100 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 13,050 100 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 Triangle Logistics B.V. 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 808 100 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 />

Luxair S.A. Luxembourg EUR 13,750 12 3 N


Company<br />

Registered<br />

Currency<br />

Consolidated Financial Statements <strong>2011</strong><br />

Nominal<br />

capital<br />

in 1,000<br />

Equity<br />

interest<br />

in %<br />

Invest-<br />

ment<br />

Method<br />

of con-<br />

solidation<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 800 100 1 K<br />

<strong>Panalpina</strong> Logistics S.R.L. Buenos Aires ARS 12 100 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 />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

123


124<br />

Consolidated Financial Statements <strong>2011</strong><br />

Company<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

Registered<br />

Currency<br />

Nominal<br />

capital<br />

in 1,000<br />

Equity<br />

interest<br />

in %<br />

Invest-<br />

ment<br />

Method<br />

of con-<br />

solidation<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> 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


Company<br />

Registered<br />

Currency<br />

Consolidated Financial Statements <strong>2011</strong><br />

Nominal<br />

capital<br />

in 1,000<br />

Equity<br />

interest<br />

in %<br />

Invest-<br />

ment<br />

Method<br />

of con-<br />

solidation<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 />

<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.<br />

<strong>Panalpina</strong> Transportes Mundiais Navegãçao<br />

Accra GHS 10 100 1 K<br />

e Trânsitos S.A.R.L. Luanda AOA 18,000 92 1 K<br />

K = fully consolidated<br />

N = not consolidated<br />

1 = capital participation 50 – 100 %<br />

2 = controlling influence over management<br />

3 = capital participation less than 50 %<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

125


126<br />

Consolidated Financial Statements <strong>2011</strong><br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


<strong>Panalpina</strong> World Transport (Holding) Ltd., Basel<br />

Consolidated Financial Statements <strong>2011</strong><br />

<strong>Report</strong> of the Statutory Auditor on the Consolidated<br />

Financial Statements to the General Meeting<br />

of Shareholders of<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 64 to 125 for the year<br />

ended December 31, <strong>2011</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<br />

and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are<br />

free from material misstatement, whether due to fraud or error. The board of directors is further responsible for selecting and applying<br />

appropriate 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<br />

the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal<br />

control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit<br />

procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s<br />

internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness<br />

of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the<br />

audit evidence 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>2011</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<br />

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 Martin Rohrbach<br />

Licensed Audit Expert Licensed Audit Expert<br />

Auditor in Charge<br />

Zurich, March 2, 2012<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

127


128<br />

Consolidated Financial Statements <strong>2011</strong><br />

Key Figures in CHF<br />

Five-year review<br />

in million CHF <strong>2011</strong> 2010 2009 2008 2007<br />

Forwarding services 7,926 8,676 7,340 10,597 10,548<br />

Change in % (8.64) 18.19 (30.73) 0.47 13.41<br />

Net forwarding revenue 6,500 7,164 5,958 8,878 8,641<br />

Change in % (9.27) 20.25 (32.89) 2.74 11.71<br />

Gross profit 1,477 1,480 1,377 1,742 1,803<br />

Change in % (0.21) 7.49 (20.94) (3.43) 13.35<br />

in % of net revenue 22.72 20.66 23.11 19.62 20.87<br />

Consolidated profit 127.4 (26.0) 10.4 113.8 210.6<br />

Change in % 590.06 (348.94) (90.82) (45.98) 14.77<br />

in % of gross profit 8.63 (1.76) 0.76 6.53 11.68<br />

EBITDA 212.1 62.4 79.7 240.7 360.8<br />

Change in % 240.09 (21.78) (66.88) (33.29) 15.39<br />

in % of gross profit 14.36 4.21 5.79 13.82 20.01<br />

EBITA 183.6 23.5 42.5 204.7 310.7<br />

Change in % 682.11 (44.77) (79.23) (34.13) 11.80<br />

in % of gross profit 12.43 1.59 3.09 11.75 17.23<br />

EBIT 174.2 15.4 29.9 193.0 299.4<br />

Change in % 1,033.97 (48.64) (84.50) (35.54) 14.70<br />

in % of gross profit 11.79 1.04 2.17 11.08 16.60<br />

Cash generated from operations 229.1 75.3 311.8 274.5 278.9<br />

Change in % 204.35 (75.86) 13.58 (1.58) (13.20)<br />

in % of gross profit 15.51 5.09 22.64 15.76 15.47<br />

Net cash from operating activities 193.5 37.0 259.8 193.2 209.5<br />

Change in % 422.45 (85.74) 34.45 (7.78) (13.03)<br />

in % of gross profit 13.10 2.50 18.87 11.09 11.62<br />

Free cash flow 41.9 6.2 225.9 170.2 138.1<br />

Change in % 570.94 (97.24) 32.73 (23.20) (25.74)<br />

in % of gross profit 2.84 0.42 16.41 9.77 7.66<br />

Net working capital 85.2 143.0 132.2 351.6 487.8<br />

Change in % (40.42) 8.20 (62.42) (27.92) 17.72<br />

Capital expenditure on fixed assets 51.2 40.0 41.8 58.4 50.8<br />

Change in % 27.87 (4.31) (28.34) 14.90 (10.84)<br />

in % of gross profit 3.47 2.71 3.04 3.35 2.82<br />

Net capital expenditure on fixed assets 108.7 28.5 29.4 25.6 45.4<br />

Change in % 281.81 (3.24) 14.81 (43.56) (15.90)<br />

in % of gross profit 7.36 1.92 2.14 1.47 2.52<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><br />

in million CHF <strong>2011</strong> 2010 2009 2008 2007<br />

Depreciation and amortization 37.9 47.0 49.8 47.8 61.5<br />

Change in % (19.37) (5.65) 4.33 (22.33) 18.91<br />

in % of gross profit 2.57 3.18 3.62 2.74 3.53<br />

Personnel expenses 892.4 890.9 879.1 992.5 1,002.5<br />

Personnel<br />

Number of employees at year-end (world) 15,051 14,136 13,570 14,804 15,301<br />

Number of employees at year-end (Switzerland) 775 749 737 778 769<br />

Productivity ratios (CHF)<br />

Net sales per average employee 425,226 503,703 429,864 582,867 587,344<br />

Gross profit per average employee 96,624 104,062 99,343 114,356 122,581<br />

Personnel expenses per average employee 58,380 62,641 63,430 65,163 68,138<br />

Personnel cost in % of gross profit 60.42 60.20 63.85 56.99 55.59<br />

Leverage (liabilities/equity) 1.35 1.46 1.24 1.27 1.23<br />

Net interest-bearing liabilities (591) (546) (535) (381) (325)<br />

Gross gearing (interest-bearing liabilities/equity) 0.01 0.01 0.02 0.02 0.03<br />

Net gearing (net interest-bearing liabilities/equity) (0.65) (0.68) (0.63) (0.44) (0.32)<br />

ROCE (EBIT less tax/capital employed) in % 43.22 (5.40) 6.14 23.03 34.84<br />

Current cash debt coverage ratio<br />

(net operating cash flow/average current liability) 0.19 0.04 0.27 0.19 0.20<br />

Cash debt coverage ratio<br />

(net operating cash flow/average total liability) 0.16 0.03 0.24 0.16 0.18<br />

Return on equity in % 14.9 (3.1) 1.2 12.1 21.2<br />

Change in % (575.95) (360.88) (89.97) (42.92) 4.83<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

129


130<br />

Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Statement of Financial Position in CHF<br />

Five-year review<br />

in million CHF <strong>2011</strong> 2010 2009 2008 2007<br />

ASSETS 2,135 1,989 1,925 1,971 2,278<br />

Change in % 7.34 3.36 (2.35) (13.48) 8.08<br />

Current assets 1,745 1,686 1,599 1,679 1,922<br />

Change in % 3.50 5.48 (4.78) (12.64) 8.40<br />

Liquid funds 599 555 548 401 358<br />

Change in % 7.77 1.30 36.69 12.00 (4.73)<br />

Receivables and other current assets 1,147 1,131 1,050 1,278 1,564<br />

Change in % 1.41 7.66 (17.80) (18.28) 11.94<br />

Non-current assets 390 303 326 292 356<br />

Change in % 28.72 (7.04) 11.66 (18.00) 6.06<br />

Property, plant and equipment 113 114 141 148 168<br />

Change in % (0.57) (19.42) (4.35) (11.89) 3.47<br />

Financial assets 135 111 113 70 103<br />

Change in % 21.62 (1.53) 60.07 (31.29) 42.59<br />

Intangible assets 142 78 72 74 86<br />

Change in % 81.51 8.65 (2.52) (14.06) (15.63)<br />

LIABILITIES AND EQUITY 2,135 1,989 1,925 1,971 2,278<br />

Change in % 7.34 3.36 (2.35) (13.48) 8.07<br />

Liabilities 1,220 1,177 1,061 1,100 1,252<br />

Change in % 3.68 10.93 (3.50) (12.18) 10.73<br />

Payables, accruals and deferred income 1,002 914 878 912 1,056<br />

Change in % 9.71 4.05 (3.69) (13.65) 5.33<br />

Borrowings 8 10 13 20 33<br />

Change in % (22.70) (24.43) (36.49) (39.38) 22.60<br />

Provisions 210 254 170 167 163<br />

Change in % (17.02) 49.17 1.54 2.91 61.10<br />

Non-controlling interests 9 8 7 8 7<br />

Equity 906 804 857 864 1,019<br />

Change in % 12.62 (6.10) (0.83) (15.25) 5.07<br />

Share capital 50 50 50 50 50<br />

Change in % 0.00 0.00 0.00 0.00 0.00<br />

Treasury shares (197) (196) (193) (198) (101)<br />

Change in % 0.65 1.78 (2.62) 95.03 575.98<br />

Translation reserves (162) (151) (136) (146) (74)<br />

Change in % 7.30 10.70 (6.51) 96.03 13.50<br />

Retained earnings and other reserves 1,215 1,101 1,136 1,157 1,145<br />

Change in % 10.34 (3.02) (1.89) 1.09 14.50<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Key Figures in EUR<br />

Five-year review<br />

Consolidated Financial Statements <strong>2011</strong><br />

in million EUR <strong>2011</strong> 2010 2009 2008 2007<br />

Forwarding services 6,440 6,293 4,861 6,677 6,421<br />

Change in % 2.34 29.46 (27.20) 3.99 8.92<br />

Net forwarding revenue 5,281 5,196 3,945 5,594 5,260<br />

Change in % 1.64 31.71 (29.48) 6.35 7.28<br />

Gross profit 1,200 1,074 912 1,097 1,098<br />

Change in % 11.73 17.76 (16.86) (0.09) 8.91<br />

in % of net revenue 22.72 20.67 23.12 19.61 20.87<br />

Consolidated profit 103.5 (18.9) 6.9 71.7 128.2<br />

Change in % 647.62 (373.91) (90.38) (44.07) 10.23<br />

in % of gross profit 8.63 (1.76) 0.76 6.54 11.68<br />

EBITDA 172.3 45.2 52.8 151.7 219.7<br />

Change in % 281.19 (14.39) (65.19) (30.95) 10.83<br />

in % of gross profit 14.36 4.21 5.79 13.83 20.01<br />

EBITA 149.2 17.0 28.1 129.0 189.1<br />

Change in % 777.65 (39.50) (78.22) (31.78) 7.40<br />

in % of gross profit 12.43 1.58 3.08 11.76 17.23<br />

EBIT 141.5 11.1 19.8 121.6 182.2<br />

Change in % 1,174.77 (43.94) (83.72) (33.26) 10.18<br />

in % of gross profit 11.79 1.03 2.17 11.08 16.60<br />

Cash generated from operations 186.1 54.6 206.5 172.9 232.1<br />

Change in % 240.84 (73.56) 19.43 (25.51) 13.98<br />

in % of gross profit 15.51 5.08 22.64 15.76 21.14<br />

Net cash from operating activities 157.2 26.9 172.0 121.7 127.5<br />

Change in % 484.39 (84.36) 41.33 (4.55) (16.48)<br />

in % of gross profit 13.10 2.50 18.86 11.09 11.62<br />

Free cash flow 34.0 4.5 149.6 107.2 84.1<br />

Change in % 655.56 (96.99) 39.55 27.47 (28.68)<br />

in % of gross profit 2.83 0.42 16.40 9.77 7.66<br />

Net working capital 70.0 114.3 89.0 236.1 293.1<br />

Change in % (38.76) 28.43 (62.30) (19.45) 14.09<br />

Capital expenditure on fixed assets 42.1 32.0 28.2 39.2 30.5<br />

Change in % 31.56 13.48 (28.06) 28.52 (13.75)<br />

in % of gross profit 3.51 2.98 3.09 3.57 2.78<br />

Net capital expenditure on fixed assets 89.4 22.8 19.8 17.2 27.3<br />

Change in % 292.11 15.15 15.12 (37.00) (18.79)<br />

in % of gross profit 7.45 2.12 2.17 1.57 2.49<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

131


132<br />

Consolidated Financial Statements <strong>2011</strong><br />

in million EUR <strong>2011</strong> 2010 2009 2008 2007<br />

Depreciation and amortization 30.8 34.1 33.0 30.1 37.4<br />

Change in % (9.68) 3.33 9.63 (19.52) 14.44<br />

in % of gross profit 2.57 3.18 3.62 2.74 3.41<br />

Personnel expenses 725.1 646.2 582.2 625.4 610.2<br />

Personnel<br />

Number of employees at year-end (world) 15,051 14,136 13,570 14,804 15,301<br />

Number of employees at year-end (Switzerland) 775 749 737 778 769<br />

Productivity ratios (in EUR)<br />

Net sales per average employee 345,480 365,324 284,632 367,277 357,539<br />

Gross profit per average employee 78,503 75,511 65,801 72,024 74,620<br />

Personnel expenses per average employee 47,436 45,433 42,006 41,061 41,478<br />

Personnel cost in % of gross profit 60.43 60.17 63.84 57.01 55.59<br />

Leverage (liabilities/equity) 1.35 1.46 1.24 1.27 1.23<br />

Net interest-bearing liabilities (486) (436) (361) (256) (195)<br />

Gross gearing (interest-bearing liabilities/equity) 0.01 0.01 0.02 0.02 0.03<br />

Net gearing (net interest-bearing liabilities/equity) (0.65) (0.68) (0.63) (0.44) (0.32)<br />

ROCE (EBIT less tax / capital employed) in % 43.22 (5.40) 6.14 23.03 34.84<br />

Current cash debt coverage ratio<br />

(net operating cash flow/average current liability) 0.19 0.04 0.27 0.19 0.20<br />

Cash debt coverage ratio<br />

(net operating cash flow/average total liability) 0.16 0.03 0.24 0.16 0.16<br />

Return on equity in % 14.9 (3.1) 1.2 12.1 12.1<br />

Change in % (575.95) (360.88) (89.97) (42.92) (42.92)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Consolidated Financial Statements <strong>2011</strong><br />

Consolidated Statement of Financial Position in EUR<br />

Five-year review<br />

in million EUR <strong>2011</strong> 2010 2009 2008 2007<br />

ASSETS 1,756 1,590 1,297 1,323 1,369<br />

Change in % 10.44 22.59 (1.97) (3.36) 14.56<br />

Current assets 1,435 1,348 1,077 1,127 1,155<br />

Change in % 6.45 25.16 (4.44) (2.42) 15.54<br />

Liquid funds 492 444 369 269 215<br />

Change in % 10.81 20.33 37.17 25.12 (7.73)<br />

Receivables and other current assets 943 904 708 858 940<br />

Change in % 4.31 27.68 (17.48) (8.72) 8.05<br />

Non-current assets 321 242 220 196 214<br />

Change in % 32.64 10.00 12.24 (8.41) 2.33<br />

Property, plant and equipment 93 91 95 99 101<br />

Change in % 2.20 (4.21) (4.04) (1.98) 0.71<br />

Financial assets 111 89 76 47 62<br />

Change in % 24.72 17.11 61.70 (24.19) 36.89<br />

Intangible assets 117 62 48 49 52<br />

Change in % 88.71 29.17 (2.04) (5.77) (19.45)<br />

LIABILITIES AND EQUITY 1,756 1,590 1,297 1,323 1,369<br />

Change in % 10.44 22.59 (1.97) (3.36) 4.39<br />

Liabilities 1,003 941 715 738 752<br />

Change in % 6.59 31.61 (3.12) (1.86) 7.01<br />

Payables, accruals and deferred income 824 730 592 612 634<br />

Change in % 12.88 23.31 (3.27) (3.47) 1.83<br />

Borrowings 6 8 9 14 20<br />

Change in % (25.00) (11.11) (35.71) (30.00) 18.30<br />

Provisions 173 203 115 112 98<br />

Change in % (14.78) 76.52 2.68 14.29 55.18<br />

Non-controlling interests 7 6 5 5 4<br />

Equity 745 643 577 580 612<br />

Change in % 15.86 11.44 (0.52) (5.23) 1.55<br />

Share capital 41 40 34 34 30<br />

Change in % 2.50 17.65 0.00 13.33 (6.12)<br />

Treasury shares (162) (157) (130) (133) (61)<br />

Change in % 3.18 20.77 (2.26) 118.03 5,992.36<br />

Translation reserves (133) (121) (92) (98) (45)<br />

Change in % 9.92 31.52 (6.12) 117.78 9.12<br />

Retained earnings and other reserves 999 880 765 777 688<br />

Change in % 13.52 15.03 (1.54) 12.94 10.61<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

133


134<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

Financial Statements <strong>2011</strong><br />

<strong>Panalpina</strong> World Transport (Holding) Ltd.<br />

Income Statement<br />

for the years ended December 31, <strong>2011</strong> and 2010<br />

in thousand CHF <strong>2011</strong> 2010<br />

Income<br />

Income from participations 87,737 142,904<br />

Financial income 41,728 55,670<br />

Royalties income 49,577 34,741<br />

Release of valuation allowance on loans to Group companies 47,268 3,520<br />

Total income 226,310 236,835<br />

Expenses<br />

Personnel expenses 13,357 11,939<br />

Other administrative expenses 12,973 35,034<br />

Financial expenses 10,357 12,820<br />

Depreciation and value adjustments 168,740 36,336<br />

Total expenses 205,427 96,129<br />

Taxes 1,817 2,159<br />

Profit for the year 19,066 138,547<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Balance Sheet<br />

as of December 31 (before profit appropriation)<br />

Assets<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

in thousand CHF <strong>2011</strong> 2010<br />

Current assets<br />

Cash 303,247 353,736<br />

Cash pool receivables from Group companies 101,647 82,140<br />

Receivables:<br />

– from Group companies 3,340 3,371<br />

– from third parties 242 194<br />

Financial receivables from Group companies 167,895 103,667<br />

Marketable securities 20,000 6,089<br />

Prepaid expenses and deferred charges 53,176 51,075<br />

Total current assets 649,547 600,272<br />

Long-term assets<br />

Participations 161,361 162,069<br />

Loans to Group companies 1 161,378 241,515<br />

Financial assets 34,234 0<br />

Own shares 84,128 82,853<br />

Total long-term assets 441,101 486,437<br />

Total assets 1,090,648 1,086,709<br />

1 Thereof subordinated CHF 68.0 million (2010: CHF 68.0 million)<br />

Liabilities and Equity<br />

in thousand CHF <strong>2011</strong> 2010<br />

Short-term liabilities<br />

Cash pool payables to Group companies 105,152 122,601<br />

Payables:<br />

– due to Group companies 2,528 5,945<br />

– due to third parties 1,424 1,589<br />

Financial liabilities to Group companies 79,702 74,469<br />

Accrued expenses 11,977 10,178<br />

Total short-term liabilities 200,783 214,782<br />

Long-term liabilities<br />

Provisions 4,306 5,434<br />

Total long-term liabilities 4,306 5,434<br />

Total liabilities 205,089 220,216<br />

Equity<br />

Share capital 50,000 50,000<br />

General legal reserve 10,000 10,000<br />

Reserve for own shares 197,277 196,003<br />

Special reserve 130,573 131,847<br />

Accumulated earnings:<br />

– balance brought forward from previous year 478,643 340,096<br />

– profit for the year 19,066 138,547<br />

Total equity 885,559 866,493<br />

Total liabilities and equity 1,090,648 1,086,709<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

135


136<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><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 Group.<br />

The presented 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. All other assets, including participations, are reported at cost less<br />

appropriate write-downs. Assets and liabilities denominated in foreign currencies are translated into Swiss francs (CHF), using year-end<br />

rates<br />

of exchange, except participations which are translated at historical rates. Marketable securities are reported at market value. Transactions<br />

during the year which are denominated in foreign currencies are translated at exchange rates effective at the relevant transaction dates.<br />

Resulting exchange gains and losses are recognized in the income statement with the exception of unrealized gains which are deferred.<br />

Income from participations<br />

The decrease of CHF 55.2 million is due to the fact that <strong>Panalpina</strong> Welttransport (Holding) Ltd. received fewer dividends from subsidiaries.<br />

Financial income<br />

The drop of CHF 13.9 million compared to the prior year is predominantly attributable to lower foreign exchange gains of CHF 10.3 million<br />

and less interest income of CHF 3.4 million from subsidiaries.<br />

Royalty income<br />

In 2009, <strong>Panalpina</strong> World Transport (Holding) Ltd. received for the first time a fee from its subsidiaries for usage of the <strong>Panalpina</strong> network<br />

and trademark. This fee increased in <strong>2011</strong> by CHF 14.8 million.<br />

Release of valuation allowance on loans to Group companies<br />

As a result of Debt/Equity Swaps, the Company was able to release a valuation allowance amounting to CHF 47.3 million.<br />

Personnel expenses<br />

In accordance with the Transparency Act, the compensation of the key management personnel is disclosed in note 29 in the Group’s<br />

financial statements.<br />

Other administrative expenses<br />

The reduction of CHF 22.1 million in other administrative expenses is mostly attributable to less legal and consulting expenses in connection<br />

with the FCPA investigation (CHF 19.0 million) and a decline in claims expenses (CHF 4.9 million).<br />

Financial expenses<br />

The drop in financial expenses of CHF 2.5 million is mainly due to the fact that in <strong>2011</strong> CHF 1.0 million less losses of subsidiaries had to be<br />

covered and CHF 1.0 million less interest had to be paid.<br />

Depreciation and value adjustments<br />

In <strong>2011</strong>, value adjustments to participations amounting to CHF 168.7 million were booked to the income statement in accordance with the<br />

Company’s practice to directly write off capital contributions to cover losses or undercapitalization in subsidiaries.<br />

Cash pool receivables and payables<br />

The cash pool receivables augmented for CHF 19.5 million and the cash pool payables declined for CHF 17.4 million, thus the net receivables<br />

increased for CHF 37.0 million.<br />

Financial receivables and loans to Group companies<br />

Financial receivables and loans to Group companies increased by CHF 64.2 million compared to 2010 mainly due to swap of financing structure<br />

of subsidiaries from long-term loans to short-term loans.<br />

Marketable securities<br />

In the year under review, investments of CHF 20.0 million were made in fixed-term deposits.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Participations<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

The principal direct and indirect subsidiaries of <strong>Panalpina</strong> World Transport (Holding) Ltd. are listed under the heading “Principal Group<br />

companies and participations” on pages 122 to 125.<br />

Financial assets<br />

In <strong>2011</strong>, for the first time investments into fix term deposits were done, the investments amount to CHF 34.2 million.<br />

Own shares<br />

In the year under review, treasury shares purchased totaled 79,042 shares (2010: 94,142 shares) with an average purchase price per<br />

share of CHF 109.02 (2010: CHF 111.96) and treasury share sales totaled 68,492 shares (2010: 69,123 shares) with an average sale price<br />

of CHF 68.40 (2010: CHF 74.14). Of these shares a total of 118,092 (2010: 107,542) are held for serving the employee option plan.<br />

The other 1,250,000 shares (2010: 1,250,000) are held for the share buyback program. This program was launched in 2007 by the Board<br />

of Directors to return excess capital to the shareholders. The share buyback program includes up to 5 % of the total share capital, which<br />

represents a maximum of 1,250,000 registered shares. The number of treasury shares held by <strong>Panalpina</strong> World Transport (Holding) Ltd.<br />

meets the definitions and requirements of art. 659, 659a, 663b para 10 and 671a SCO.<br />

Number of shares<br />

31.12.<strong>2011</strong><br />

Movement<br />

in year<br />

31.12.2010<br />

Movement<br />

in year<br />

31.12.2009<br />

Total <strong>Panalpina</strong> World Transport (Holding) Ltd. shares<br />

issued<br />

Total treasury shares held by <strong>Panalpina</strong> World Transport<br />

25,000,000 0 25,000,000 0 25,000,000<br />

(Holding) Ltd. 1,368,092 10,550 1,357,542 25,019 1,332,523<br />

in % 5.47 5.43 5.33<br />

Provisions<br />

An amount of CHF 1.8 million is related to the obligations <strong>Panalpina</strong> has accepted under the DPA as mentioned in note 31.<br />

Share capital<br />

As in the previous year, the fully paid-in share capital on December 31, <strong>2011</strong> amounts to CHF 50 million consisting of 25 million registered<br />

shares at a par value of CHF 2.00 each. With regard to the authorized capital increase and share buyback program we refer to note 23 in the<br />

Group’s financial statements.<br />

in % <strong>2011</strong> 2010<br />

Shareholders<br />

Ernst Göhner Stiftung, Switzerland 43.58 43.58<br />

Cevian Capital II Master Fund L.P. 11.37 10.31<br />

Bestinver Gestión, S.G. SGIIC, Spain 5.05 –<br />

Artisan Partners Limited Partnership, USA<br />

Portfolio investment (according to the share register, there are no more shareholders<br />

5.01 5.01<br />

with holdings of more than 3 % or 5 %) 29.52 35.67*<br />

<strong>Panalpina</strong> World Transport (Holding) Ltd. 5.47 5.43*<br />

Nominees<br />

Chase Nominees Ltd., UK 5.23 6.02<br />

* restated considering own shares of <strong>Panalpina</strong><br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

137


138<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

General 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 />

Guarantees<br />

in thousand CHF <strong>2011</strong> 2010<br />

Guarantees in favor of third parties<br />

Guarantees and indemnity liabilities, SCO, art. 663b para 1 198,780 199,076<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 2.7 million (previous year: CHF 0.2 million).<br />

Contingent liabilities<br />

In 2008, <strong>Panalpina</strong> World Transport (Holding) Ltd. signed a letter of indemnity as a security for the intraday cash pool overdraft limits over a<br />

maximum amount of CHF 60 million.<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 />

Pending legal claims<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<br />

US Foreign Corrupt Practices Act (FCPA). Under the DPA, the DOJ has agreed to defer any criminal prosecution for three years. <strong>Panalpina</strong><br />

has accepted certain obligations under the DPA, such as further strengthening its compliance policies and procedures and providing<br />

regular 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<br />

the 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 raided 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<br />

Commission requesting certain information and records relating to alleged antitrust violations in the freight forwarding industry. In August<br />

2010, Brazilian authorities announced preliminary investigations against the freight forwarding industry. In December <strong>2011</strong> <strong>Panalpina</strong>’s<br />

local subsidiary received a letter from the Competition Commission Singapore to detail whether it has engaged in similar anti-competitive<br />

conduct.<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 />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

Furthermore, a civil class action lawsuit was filed in the USA against <strong>Panalpina</strong> and a number of its major competitors as a direct consequence<br />

of these investigations alleging a conspiracy in the pricing of freight forwarding services. In July 2009, plaintiffs filed an amended<br />

complaint adding additional defendants and claims. In November 2009, the Company, along with other defendants, filed motions to dismiss<br />

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. At this stage, <strong>Panalpina</strong> is unable to express an opinion as to the probable outcome of this litigation and thus to estimate<br />

the potential loss, if any.<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.<br />

In January 2010, the Australian Competition and Consumer Commission also discontinued its investigation.<br />

In February 2010, <strong>Panalpina</strong> was served with a Statement of Objections by the European Commission, alleging anti-competitive behavior<br />

in the freight forwarding industry. In an oral hearing before the Commission’s case team held in July 2010, <strong>Panalpina</strong> has presented its<br />

arguments. In January <strong>2011</strong>, <strong>Panalpina</strong> received an additional request for information issued by the European Commission. A final decision<br />

is not expected prior to early 2012.<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><br />

has agreed to pay a fine of approximately USD twelve million.<br />

In the reporting year <strong>Panalpina</strong> completed settlement negotiations with the New Zealand Commerce Commission and the agreed penalty<br />

has been approved by the competent court.<br />

It is not possible to predict the outcome of the pending anti-trust proceedings at this stage. They may, however, result in material penalties<br />

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 in these<br />

proceedings, no related provisions have been made as of December 31, <strong>2011</strong>.<br />

Risk management<br />

The detailed disclosures regarding risk management/assessment that are required by Swiss law are included in the <strong>Panalpina</strong> Group’s<br />

consolidated financial statements on pages 100 – 106.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

139


140<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

Appropriation of Available Earnings<br />

The Board of Directors proposes the following appropriation of available earnings of total CHF 497,709,723 at the <strong>Annual</strong> General Meeting:<br />

in CHF <strong>2011</strong><br />

Distribution of an ordinary dividend of CHF 2.00 gross per share* 47,263,816<br />

To be carried forward 450,445,907<br />

Total 497,709,723<br />

* It is not planned to pay dividends on own shares held by the Group.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


<strong>Panalpina</strong> World Transport (Holding) Ltd., Basel<br />

<strong>Annual</strong> Financial Statements <strong>2011</strong><br />

<strong>Report</strong> of the Statutory Auditor on the Financial<br />

Statements to the General Meeting of Shareholders of<br />

As statutory auditor, we have audited the accompanying financial statements of <strong>Panalpina</strong> World Transport (Holding) Ltd., which comprise<br />

balance sheet, income statement and notes on pages 134 to 140 for the year ended December 31, <strong>2011</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<br />

relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The board of<br />

directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are<br />

reasonable 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<br />

entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for<br />

the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the<br />

appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall<br />

presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis<br />

for our audit opinion.<br />

Opinion<br />

In our opinion, the financial statements for the year ended December 31, <strong>2011</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 Martin Rohrbach<br />

Licensed Audit Expert Licensed Audit Expert<br />

Auditor in Charge<br />

Zurich, March 2, 2012<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

141


142<br />

Appendix<br />

Information for Investors<br />

Share information<br />

Share symbol PWTN<br />

Reuters PWTN.S<br />

Bloomberg PWTN SW<br />

Trading exchange SIX<br />

Key figures<br />

in million CHF <strong>2011</strong> 2010 * Change in %<br />

Net forwarding revenue 6,500 7,164 – 9.3<br />

Gross profit 1,477 1,480 – 0.2<br />

EBITDA 212 62 240.1<br />

EBIT 174 15 1,034.0<br />

Consolidated profit 127 – 26 590.1<br />

Cash generated from operations 229 75 204.4<br />

* Certain comparatives have been restated to conform to the current period’s presentation.<br />

Five-year development<br />

in million CHF<br />

Net forwarding revenue<br />

10,500<br />

9,000<br />

7,500<br />

6,000<br />

4,500<br />

3,000<br />

1,500<br />

0<br />

EBIT<br />

320<br />

280<br />

240<br />

200<br />

160<br />

120<br />

80<br />

40<br />

0<br />

1,000<br />

875<br />

750<br />

625<br />

500<br />

375<br />

250<br />

125<br />

0<br />

8,641<br />

8,878<br />

2007 2008 2009 2010 <strong>2011</strong><br />

299<br />

1,026<br />

193<br />

871<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

5,958<br />

30<br />

864<br />

7,164<br />

15<br />

812<br />

6,500<br />

174<br />

2007 2008 2009 2010 <strong>2011</strong><br />

Shareholders’ equity<br />

915<br />

2007 2008 2009 2010 <strong>2011</strong><br />

Fiscal year ends December 31<br />

Valoren 000216808<br />

ISIN CH0002168083<br />

Share register SIS Aktienregister AG, Olten, Switzerland<br />

Gross profit<br />

2,050<br />

1,900<br />

1,750<br />

1,600<br />

1,450<br />

1,300<br />

1,150<br />

1,000<br />

245<br />

210<br />

175<br />

140<br />

105<br />

70<br />

35<br />

0<br />

–35<br />

1,803<br />

Consolidated profit<br />

1,742<br />

1,377<br />

1,480<br />

1,477<br />

2007 2008 2009 2010 <strong>2011</strong><br />

211<br />

114<br />

10<br />

–26<br />

127<br />

2007 2008 2009 2010 <strong>2011</strong>


Ordinary gross dividend payments<br />

Financial year<br />

Swiss Performance Index (SPI)<br />

<strong>Panalpina</strong> World Transport<br />

Dec 31,<br />

2010<br />

Mar 1 May 1 Jul 1 Sep 1 Nov 1 Dec 31,<br />

<strong>2011</strong><br />

110%<br />

100%<br />

90%<br />

80%<br />

70%<br />

60%<br />

Amount<br />

(in million CHF)<br />

Per share<br />

(in CHF)<br />

<strong>2011</strong> 47 2.00 **<br />

2010 0 0.00<br />

2009 0 0.00<br />

2008 45 1.90<br />

2007 80 3.20<br />

2006 75 3.00<br />

2005<br />

* Included a special one-time jubilee dividend of CHF 20 million<br />

50 * 2.00<br />

** In addition, CHF 1.90 per share are paid to shareholders through a reduction of the nominal value per share from<br />

CHF 2.00 to CHF 0.10. Ordinary dividend and payback are subjects to vote by the <strong>Annual</strong> General Meeting of May 8, 2012.<br />

Earnings per share<br />

Weighted average of oustanding shares <strong>2011</strong> 2010<br />

Basic EPS 23,639 CHF 5.34 CHF – 1.16<br />

Diluted EPS 23,676 CHF 5.33 CHF – 1.16<br />

Share price development<br />

in CHF <strong>2011</strong> 2010<br />

Last day of trading previous year 120.50 65.80<br />

High 132.00 128.50<br />

Low 70.90 64.65<br />

Last day of trading current year 96.20 120.50<br />

Average trading volume 51,764 77,922<br />

Total shareholder return (in %) – 16.9 83.1<br />

Market capitalization as per December 31, <strong>2011</strong> (in CHF million) 2,405 3,013<br />

Share price development in comparison to SPI<br />

December 31, 2010 to December 31, <strong>2011</strong><br />

Financial calendar<br />

Appendix<br />

January 1 to December 31 Financial year<br />

May 4, 2012 First quarter results<br />

May 8, 2012 <strong>Annual</strong> General Meeting<br />

July 31, 2012 Half-year results<br />

November 2, 2012 Third quarter results<br />

March 6, 2013 2012 full-year results<br />

May 8, 2013 <strong>Annual</strong> General Meeting<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

143


144<br />

Appendix<br />

Pictures<br />

Cover A Boeing 747-400F aircraft of <strong>Panalpina</strong>’s<br />

own-controlled air freight network while<br />

loaded in Luxembourg<br />

Page 5 Monika Ribar (CEO) and Rudolf W. Hug<br />

(Chairman of the Board of Directors)<br />

Page 7 Executive Board<br />

Page 20/21 <strong>Panalpina</strong> employee Tim Bauer in front of<br />

a Boeing 747-400F operated by Atlas Air<br />

and part of <strong>Panalpina</strong>’s own-controlled<br />

network in Luxembourg<br />

Page 22/23 <strong>Panalpina</strong> employee Samia Guerroumi<br />

inside a Boeing 747-400F while loaded<br />

Page 24/25 Jasmine Medhora of <strong>Panalpina</strong>’s<br />

Pantainer Express Line at the port<br />

of Hamburg<br />

Page 26/27 Marco Parnitzke of <strong>Panalpina</strong>’s Ocean<br />

Freight division at the port of Hamburg<br />

Page 28/29 Andrea Ribaudo in <strong>Panalpina</strong>’s Milan<br />

warehouse<br />

Page 30 Monika Ribar (CEO)<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>


Imprint<br />

<strong>Panalpina</strong> World Transport<br />

(Holding) Ltd.<br />

Viaduktstrasse 42<br />

P. O. Box<br />

CH-4002 Basel<br />

Switzerland<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 in German and English.<br />

For additional copies please refer to the above addresses.<br />

An electronic version is available at: www.panalpina.com /ar<br />

Editorial body<br />

Corporate Communications, Corporate Finance and Investor Relations<br />

Project management<br />

Heidi Stöckli, Corporate Communications<br />

Concept and design<br />

Wirz Corporate AG, Zurich<br />

Photography<br />

Scanderbeg Sauer Photography, Zurich<br />

Portraits<br />

Julian Salinas, Basel<br />

Translations and editing<br />

Text Control, Zurich<br />

BMP Translations AG, Basel<br />

Word + Image, Zufikon<br />

Lithography<br />

Wirz Medienrealisation<br />

Printed by<br />

Neidhart + Schön AG, Zurich<br />

Consultant on sustainability<br />

sustainserv, Zurich and Boston<br />

Appendix<br />

Disclaimer<br />

Certain sections of this <strong>Annual</strong> <strong>Report</strong> may contain forward-looking statements that are based on management’s expectations,<br />

estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain<br />

risks and uncertainties, which are difficult to predict. Therefore, future developments and trends may differ materially from what<br />

is forecast in forward-looking statements.<br />

All forward-looking statements speak only as of the date of their publication or, in the case of any document incorporated by<br />

reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company<br />

or any person acting on the Company’s behalf are qualified by the cautionary statements. The Company does not undertake<br />

any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or<br />

changes in expectations after the date of this report.<br />

<strong>Panalpina</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

145


<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

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!