Panalpina Annual Report 2011
Panalpina Annual Report 2011
Panalpina Annual Report 2011
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<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
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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
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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 />
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<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 />
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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 />
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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 />
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<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 />
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<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 />
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<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>
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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<strong>Panalpina</strong> functions in supporting the integration of security<br />
considerations in the development of new facilities.<br />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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 />
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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