Annual Report • Apr 22, 2010
Annual Report
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Profit before tax, SEK m
ThE gETIngE grOuP is a leading global provider of products and systems that contribute to quality enhancement and cost efficiency in healthcare and life sciences .
The Group is organised in three business areas: Medical Systems, Extended Care and Infection Control .
medical Systems specialises in solutions and products for surgery and intensive care .
Extended Care focuses on ergonomic solutions for patient mobility and on wound care .
Infection Control provides solutions for infection control in health and preventative healthcare, and contamination prevention activities in Life Sciences .
In 2009, the Group had sales of SEK 22 .8 billion . Profit before tax amounted to SEK 2 .6 billion .
The Getinge Group has 12,135 employees in 36 countries .
0 1000 2000 3000 4000 5000 6000 7000
2005 2006 2007 2008 2009 ■ Hospitals
Sales per customer segment, %
■ Other countries
*Before restructuring and integration costs .
| Group overview | iii |
|---|---|
| Year in figures | 1 |
| Comments by the CEO | 2 |
| The Getinge share | 4 |
| Five-year summary | 6 |
| Strategic focus | 7 |
| Business areas | |
| Medical Systems | 16 |
| Extended Care | 24 |
| Infection Control | 32 |
| Sustainability report | 38 |
| Corporate governance | |
| Corporate governance report | 49 |
| Internal control report | 52 |
|---|---|
| Getinge's Board of Directors | 54 |
| Getinge's Group Management | 56 |
| Directors' report | 59 |
|---|---|
| Table of contents | 65 |
| Proposed allocation of profits | 66 |
| Consolidated income statement . |
67 |
| Comprehensive earnings statement | 67 |
| Consolidated balance sheet . |
68 |
| Changes in consolidated shareholders' equity | 69 |
| Consolidated cash-flow statement | 70 |
| Notes to the consolidated financial statement . | 71 |
| Income statement for the Parent Company | 90 |
| Balance sheet for the Parent Company . |
90 |
| Changes in shareholders' equity for | |
| the Parent Company | 91 |
| Cash-flow statement for the Parent Company . | 91 |
| Notes to the Parent Company's | |
| financial statements | 92 |
| 95 |
|---|
| 95 |
| 96 |
| 97 |
| 102 |
| 103 |
| 103 |
| 103 |
Pages 56-94 comprise the formal financial accounts and were audited by the Group's auditors .
Information regarding the 2010 Annual General Meeting, application forms for the 2010 Annual General Meeting, the Nomination Committee, the dividend and dates for the Group's 2010 financial information are available on page 103 .
Figures in brackets refer, unless otherwise specified, to activities in 2008 . Swedish krona is abbreviated (SEK) throughout this document . Millions of kronor are written as SEK xx m . All amounts are given in SEK m, unless otherwise specified . The term EBITA is used instead of "Operating profit after depreciation and impairment, but before deductions for amortisation and impairment of goodwill and other intangible assets, which have arisen in connection with company acquisitions ."
Information provided in the Annual Report concerning markets, competition and future growth constitutes the Getinge Group's assessment based mainly on material compiled within the Group .
This document is essentiallyatranslation of the Swedish language version . In the event of any discrepancies between this translation and the original Swedish document, the latter shall be deemed correct .
| group key data | 2009 | 2008 | +/ % |
|---|---|---|---|
| Orders received | 23 036 | 19 447 | 18.5 |
| Orders received adjusted for currency translation and acquisitions | – | – | 0.4 |
| Net sales, SEK m | 22 816 | 19 272 | 18.4 |
| Net sales, SEK m, adjusted for currency translation and acquisitions | – | – | 0.2 |
| EBITA before restructuring and integration costs, SEK m | 3 933 | 3 428 | 14.7 |
| EBITA margin before restructuring and integration costs, % | 17 .2 | 17 .8 | 0.6 |
| Restructuring and integration costs, SEK m | 336 | 221 | – |
| EBITA, SEK m | 3 597 | 3 207 | 12.2 |
| EBITA margin, % | 15 .8 | 16 .5 | 0.7 |
| Earnings per share after full tax, SEK | 8 .02 | 7 .23 | 10.9 |
| Adjusted earnings per share after full tax, SEK | 8 .02 | 6 .39 | 25.7 |
| Working capital, SEK m | 23 771 | 22 051 | 7.8 |
| Return on working capital, % | 13 .3 | 14 .0 | 0.7 |
| Return on equity, % | 16 .6 | 18 .3 | 1.7 |
| Net debt/equity ratio, times | 1 .30 | 1 .26 | 0.04 |
| Interest-coverage ratio, times | 5 .5 | 4 .0 | 1.5 |
| Equity/assets ratio, % | 33 .5 | 32 .3 | 1.2 |
| Equity per share, SEK | 52 .61 | 44 .70 | 17.7 |
| Number of employees at year-end | 12 135 | 11 623 | 4.6 |
| medical Systems | Extended Care | Infection Control | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | +/ % | 2009 | 2008 | +/ % | 2009 | 2008 | +/ % | ||
| Orders received, SEK m | 11 488 | 8 560 | 34.2 | 6 406 | 6 223 | 2.9 | 5 142 | 4 665 | 10.2 | |
| adjusted for currency translation and acquisitions, % | 3 .7 | 13 .3 | – | -4 .5 | 3 .8 | – | 0 .7 | 3 .5 | – | |
| Net sales | 11 255 | 8 416 | 33.7 | 6 467 | 6 174 | 4.7 | 5 094 | 4 682 | 8.8 | |
| adjusted for currency translation and acquisitions, % | 2 .8 | 7 .3 | – | -2 .8 | 4 .9 | – | -0 .4 | 7 .2 | – | |
| EBITA*, SEK m | 2 231 | 1 784 | 25.1 | 1 002 | 992 | 1.0 | 700 | 652 | 7.4 | |
| EBITA margin*, % | 19 .8 | 21 .2 | 1.4 | 15 .5 | 16 .1 | 0.6 | 13 .7 | 13 .9 | 0.2 |
*Before restructuring and integration costs .
Quarter 3
Demand in Western Europe remained healthy, at the same time as demand in the North American hospital market stabilised . Strong price discipline and cost efficiency contributed to robust earnings growth during the quarter .
The demand scenario in the US and in certain growth markets remained uncertain . The continued, selective adaptation of the Group's costs combined with synergy gains resulted in continued strong profit growth despite a weaker market .
The trend toward improved orders received that began in the third quarter was further strengthened during the final quarter of the year . Organic orders received rose by a healthy 6 .9% .
Despite the healthcare sector traditionally being less susceptible to economic fluctuations than most other sectors, the getinge group did not pass through the crisis that characterised much of last year completely unscathed. The demand scenario was especially challenging during the first six months of the year, with a particularly weak uS market. Demand stabilised during the third quarter, to subsequently improve toward a strong yearend. Organically, invoicing volumes during the past two years were comparable, but combined with the acquisition of Datascope and an advantageous exchangerate situation, the group's invoicing increased nominally by 18.4% to SEK 22.8 billion.
In 2009, despite weaker demand, we were able to report our best earnings ever asalisted company, with profit before tax of slightly more than SEK 2 .6 billion, an improvement of 24% on the preceding year . The Datascope acquisition, which was completed in early 2009, naturally contributed to this performance, but as a result of strong cost and price discipline in the organisation as a whole, earnings in the underlying organisation also improved in a stagnant market .
From a business area perspective, Medical Systems continued to expand at a rapid rate during the past year . The Datascope acquisition, which intensified our involvement in the cardiovascular area, was incorporated in the Group in February of 2009 and exceeded performance expectations during the year .
The integration of the Cardiac and Vascular Surgery divisions, which were acquired from Boston Scientific in 2008, were completed during the year, and the integration of Datascope proceeded entirely according to plan . Overall for 2009, Medical Systems grew faster than the other business areas, driven by better geographic balance and greater exposure to emergency care-related consumables .
Extended Care, which is highly exposed to the private elderly-care market, and which has a relatively low percentage of its sales in emerging markets, experiencedamore challenging demand scenario than the Group's two other business areas . Through a concerted effort to enhance the efficiency of the market organisation and production that resulted in a more beneficial cost scenario, the business area successfully improved profit for the year, if only modestly .
At Infection Control, the focus of the past year was also on balancing lower demand with gradual cost adaptations and efficiency enhancements . As with Extended Care, Infection Control successfully defended its pricing in the market, which, overall, enabled the business area to reportahealthy improvement in profit .
Historically, Getinge has quite rightly been regarded as a fairly cyclical medical technical company that is exposed to stable, but relatively mature market segments . However, in recent years, our Group has undergoneasignificant transformation that has enabled us to improve the quality of our future earnings capacity . The transformation of the Getinge Group can be summarised in three principal changes .
Since 2007, throughakey series of acquisitions and also through independent activities, we have increased our exposure to therapeutic disciplines, meaning operations in which we directly contribute to the treatment of patients, our products are more protected by patents and in areas where decision-makers are increasingly found in the medical profession . This is particularly exemplified by our growing cardiovascular business, which currently comprises 25% of Group sales .
Another key change in our Group is that we have systematically and intentionally increased the share of sales that derive from consumables and services, and which is now approaching 50% of our invoicing volumes . Three years ago, services and consumables comprised slightly less than 25% of the Group's total invoicing .
The final key change that we are undergoing is that we have built upasubstantial sales organisation in most of the important emerging markets through motivated investments and have thereby reduced our historically considerable reliance on the more mature markets in Western Europe and North America .
Our intention in the coming year is to continue to make investments pursuant to these guidelines and thus build a stronger and more firmly positioned Getinge .
To underscore that the Getinge Group has not only changed in terms of structure, but also in its capacity to generate earnings for its continued expansion and for its shareholders, the Group upwardly revised its financial targets in the autumn of 2009 . The operating margin, measured as the EBITA margin, is now at 20%, compared with the previous 18-19% . The aim is to achieve this goal in the coming years . We still also aim to outgrow the market in which we are active in the medium term .
A solid plan serves as the basis for these new and more ambitious financial targets . The improvement in operating margin is expected to derive from cost synergies from the acquisitions in recent years and rapidly declining integration costs . We are also working intently on enhancing the efficiency of our supply chain through fewer and more concentrated production units, production and purchasing in lowcost countries, and simpler and more efficient administration .
In terms of our aims to outgrow the markets in which we are active, we are relying on the revenue synergies from the acquisitions in recent years, which have not, to date, achieved full impact on our growth . We are also highly confident that the investments and initiatives that we have made in the product-development area, and in the global expansion of our market organisation, will have a favourable affect on growth .
Our ambition is to create a business with greater stability and profitability by transforming the Getinge Group into a company with an even greater emphasis on therapeutic products and a well-balanced geographical sales base. heens
Acquisitions, which have influenced much of Getinge's history and which remain a key component in achieving strategic and financial targets, were assigned lower priority in the past year, partly as a result of a limited borrowing capacity following our acquisition of Datascope, but also because our owners were waiting for a rebound in demand and a better credit market . With a considerable improvement in the demand scenario and a debt/equity ratio that has declined significantly as a result of strong cash flow, today we are ready to embark on new acquisition projects .
In terms of profit improvements for 2010, the current situation is a significant improvement compared with the corresponding period last year . Demand has stabilised and we expect growth to improve in North America and in the emerging markets . In terms of Western European markets, there is reason to believe that growth may be somewhat lower than in 2009, but overall demand is favourable .
With the extensive integration work that has been conducted following the major acquisitions of recent years, we expect synergy gains to continue to contribute to profit growth at the same time as nonrecurring acquisition-related costs will decline considerably . The year 2010 will also entail major and key product launches . Overall, we expect profit growth to remain strong .
Before I conclude this review of 2009 and the outlook for the immediate future, I would like to express my sincere gratitude to all of the employees at our Group, who with the same energy and enthusiasm as always have worked to make Getinge into a company of which you as shareholders and those of us who work here can be immensely proud .
Johan Malmquist President and CEO
| SHARE DATA | ||
|---|---|---|
| Amounts in SEK per share unless otherwise stated | 2005 | 2006 | 2007 | 2008 | 2009 |
|---|---|---|---|---|---|
| Earnings per share after full tax | 5 .65 | 6 .21 | 6 .10 | 7 .23 | 8 .02 |
| Adjusted earnings per share after full tax, SEK* | 4 .82 | 5 .28 | 5 .17 | 6 .39 | 8 .02 |
| Market price for ClassBshare at year-end | 109 .5 | 153 .5 | 173 .5 | 93 .5 | 136 .3 |
| Cash flow, SEK per share | 4 .68 | 6 .67 | 4 .43 | 4 .51 | 12 .71 |
| Dividend, SEK per share | 2 .00 | 2 .20 | 2 .40 | 2 .40 | 2 .75 |
| Dividend growth, % | 21 .21 | 10 .0 | 9 .09 | 0 .00 | 14 .58 |
| Dividend yield, % | 1 .83 | 1 .43 | 1 .38 | 2 .57 | 2 .02 |
| Price/earnings ratio | 20 .28 | 25 .80 | 29 .71 | 12 .93 | 17 .00 |
| Dividend as profit percentage, % | 37 .04 | 36 .97 | 41 .10 | 33 .20 | 34 .29 |
| Shareholders' equity | 26 .29 | 29 .64 | 32 .54 | 44 .70 | 52 .61 |
| Average number of shares (million) | 201 .9 | 201 .9 | 201 .9 | 210 .8 | 238 .3 |
| Number of shares 31 December (million) | 201 .9 | 201 .9 | 201 .9 | 214 .5 | 238 .3 |
| DEvElOpMENT Of SHARE cApITAl | |||||||
|---|---|---|---|---|---|---|---|
| Transaction | number of shares after transaction |
Share capital after transaction, SEK |
|||||
| 1990 | Formation | 500 | 50 000 | ||||
| 1992 | Split 50:1, par value SEK 100 to SEK 2 | 25 000 | 50 000 | ||||
| 1992 | Private placement | 5 088 400 | 10 176 800 | ||||
| 1993 | Private placement | 6 928 400 | 13 856 800 | ||||
| 1995 | Non-cash issue | 15 140 544 | 30 281 088 | ||||
| 1996 | Bonus issue 2:1 | 45 421 632 | 90 843 264 | ||||
| 2001 | New issue 1:9 at SEK 100 | 50 468 480 | 100 936 960 | ||||
| 2003 | Split 4:1, par value SEK2to SEK 0 .50 | 201 873 920 | 100 936 960 | ||||
| 2008 | New issue 1:16 at SEK 120 | 214 491 040 | 107 245 520 | ||||
| 2009 | New issue 1:9 at SEK 83 .5 | 238 323 377 | 119 161 689 |
| MAJOR SHAREHOlDERS IN gETINgE gROUp | ||||
|---|---|---|---|---|
| name | Class A shares | Class B shares | % of capital | % of votes |
| Carl Bennet companies | 15 940 050 | 27 153 848 | 18 .1 | 48 .9 |
| Swedbank Robur funds | 15 064 473 | 6 .3 | 3 .9 | |
| Alecta Sweden | 14 370 000 | 6 .0 | 3 .8 | |
| SEB funds & SEB Trygg Liv | 8 892 935 | 3 .7 | 2 .3 | |
| AMF Insurance and Pension | 6 969 869 | 2 .9 | 1 .8 | |
| AFA Försäkring | 4 658 406 | 2 .0 | 1 .2 | |
| Folksam-Gruppen | 3 363 463 | 1 .4 | 0 .9 | |
| SHB funds | 2 911 288 | 1 .2 | 0 .8 | |
| 2nd Swedish National Pension Fund | 2 621 655 | 1 .1 | 0 .7 | |
| 4th Swedish National Pension Fund | 2 498 497 | 1 .0 | 0 .7 | |
| HQ funds | 2 463 000 | 1 .0 | 0 .6 | |
| 1st Swedish National Pension Fund | 2 160 004 | 0 .9 | 0 .6 | |
| SHB Pension Foundation | 2 125 000 | 0 .9 | 0 .6 | |
| Norwegian Government | 2 109 801 | 0 .9 | 0 .6 | |
| Lannebo funds | 2 080 000 | 0 .9 | 0 .5 | |
| Other | 122 941 058 | 51 .7 | 32 .1 | |
| Total | 15 940 050 | 222 383 327 | 100 | 100 |
| SHARE cApITAl DISTRIBUTION |
| no. of shares | no. of votes | % of capital | % of votes | |
|---|---|---|---|---|
| Class A | 15 940 050 | 159 400 500 | 7% | 42% |
| Class B | 222 383 327 | 222 383 327 | 93% | 58% |
| Total | 238 323 377 | 381 783 827 | 100% | 100% |
| OWNERSHIp STRUcTURE | ||
|---|---|---|
| holding | Ownership, % | Shareholding, % |
| 1-500 | 64 .6% | 2 .2% |
| 501-1,000 | 15 .2% | 2 .2% |
| 1,001-10,000 | 18 .2% | 8 .9% |
| 10,001-100,000 | 1 .5% | 8 .0% |
| >100,001 | 0 .5% | 78 .7% |
* Adjusted earnings per share were recalculated according to the number of shares following the new share issue in 2008, to achieve comparability between the accounting periods .
Information regarding Getinge's major shareholders, Ownership by country, Share capital distribution and Ownership structure were prepared on 30 December 2009 . Source: SIS Ägarservice .
getinge's SeriesBshare has been listed on the nASDAQ OmX Stockholm AB since 1993. The share is included in the nASDAQ OmX nordic large Cap segment and the OmXS30 index. In 2009,around lot consisted of 200 shares. At December 31, 2009, the number of shareholders was approximately 44,775 and the percentage of foreignowned shares amounted to 27.8% (30.9). Swedish institutional ownership was 25.1% (39.2), of which equity funds constituted 16.1% (15.7).
At year-end, the Getinge Group's share was listed at SEK 136 .3, which is an increase of 45 .8% during the year . The highest price paid was SEK 145 .3 (2 December 2009) and the lowest was SEK 76 .75 (24 March 2009) . At yearend, market capitalisation amounted to SEK 32 .5 billion, compared with SEK 22 .3 billion at the end of the preceding year .
The turnover of shares in 2009 totalled 267,131,780 (203,832,478) .
At year-end 2009, share capital in the Getinge Group totalled SEK 119,161,689 distributed among 238,323,377 shares . All shares carry the same dividend entitlement . One Class A share carries ten votes and one ClassBshare carries one vote .
Future dividends will be adjusted in line with the Getinge Group's profit level, financial position and future development opportunities . The aim of the Board is that, in the long term, dividends will comprise approximately one third of the profit after financial items and standard tax of 28% .
Financial information about the Getinge Group is available on the Group's website . Questions can also be put directly to the company . Annual reports, interim reports and other information can be requested from the Group's Head Office by telephone, from the website or by e-mail .
Website: www .getingegroup .com E-mail: info@getinge .com or Telephone: +46 (0)35-15 55 00
The Getinge Group's management works continuously to develop and improve the financial information relating to the Getinge Group to provide current and future shareholders with favourable conditions to evaluate the Group in as fair a manner as possible . This includes active participation at meetings with analysts, shareholders and the media .
market value trend, SEK billion (at 31 December)
Earnings per share, SEK
information for 2009 pertains to proposed dividend .
Ownership by category – capital, %
■ Swedish individuals, 31 .0% ■ Swedish institutions, 25 .1% ■ Swedish mutual funds, 16 .1% ■ Foreign owners, 27 .8%
ABG Sundal Collier Carnegie Cazenove Cheuvreux Danske Bank Goldman Sacahs Handelsbanken HQ Bank Jefferies International Nordea Piper Jaffray SEB Enskilda Standard & Poor's Swedbank UBS Ålandsbanken Öhman Equities
The getinge group performed well in the period from 2005 to 2009. Extensive investments in product development, internationalisation of the market organization, enhancements in the efficiency of the group's production structures and several significant investments led to strong sales and profit trends.
Orders received: up 88% from SEK 12 .2 billion in 2005 to SEK 23 .0 billion in 2009, corresponding to an annual compound growth rate of 17 .2% .
Sales: up 92% from SEK 11 .9 billion in 2005 to SEK 22 .8 billion in 2009, corresponding to an annual compound growth rate of 17 .7% .
EBITA*: was up 115% from SEK 1 .8 billion in 2005 to SEK 3 .9 billion in 2009, corresponding to an annual compound growth rate of 21 .1% .
Profit before tax: increased by 64% from SEK 1 .6 billion in 2005 to SEK 2 .6 billion in 2009, corresponding to an annual compound growth rate of 13 .2%
Acquisitions. A total of 13 acquisitions were made during the period . Among the most important were La Calhène (sterilisation) in 2005, British Huntleigh (wound care, medical beds, etc .) in 2007, the acquisition of Boston Scientific's Cardiac and Vascular Surgery divisions in 2008 and the acquisition of Datascope in 2009 .
Cash flow. As a result of the Group's long-term capital-rationalisation project, operating cash flow improved during the period from SEK 1 .2 billion in 2005 to SEK 4 .0 billion in 2009 .
net debt/equity ratio. The Group's net debt/ equity ratio varies to a relatively high degree due to the significant acquisitions made during the period . At year-end 2009, the net debt/ equity ratio for the Group was 1 .30 (1 .26) .
Equity/assets ratio. The Group's equity/assets ratio was strong during the period . The relatively large variations are attributable to the acquisitions carried out . At year-end 2009, the equity/assets ratio amounted to 33 .5% (32 .3) .
Product development. During the period, Getinge made significant investments in product development . The main emphasis was on the Medical Systems business area resulting in the launch of such products as the revolutionary NAVA ventilator technology, the FLOW-i anaesthesia system and the ECMO product Cardiohelp . Product development expenses and investments totalled SEK 3,589 m during the period .
Supply chain. In recent years, Getinge has undertaken a long-term project to enhance efficiency in its supply chain, including the establishment of production in China, Poland and Turkey .
| gROUp | 2005 | 2006 | 2007 | 2008 | 2009 |
|---|---|---|---|---|---|
| Order situation, SEK m | |||||
| Orders received | 12 225 | 13 316 | 16 497 | 19 447 | 23 036 |
| Income statement | |||||
| Net sales | 11 880 | 13 001 | 16 445 | 19 272 | 22 816 |
| of which, overseas sales, % | 97 .4% | 97 .6% | 97 .8% | 98 .0% | 98.2% |
| Operating profit before depreciation and amortisation | 2 131 | 2 270 | 2 938 | 3 846 | 4 448 |
| EBITA before restructuring | 1 831 | 2 018 | 2 651 | 3 428 | 3 933 |
| Operating profit | 1 803 | 1 936 | 2 255 | 2 877 | 3 070 |
| Net financial items | -201 | -208 | -507 | -751 | 436 |
| Profit before tax | 1 602 | 1 728 | 1 748 | 2 126 | 2 634 |
| Taxes | -452 | -469 | -515 | -603 | 720 |
| net profit for the year, SEK m | 1 150 | 1 259 | 1 233 | 1 523 | 1 914 |
| Balance sheet, SEK m | |||||
| Intangible fixed assets | 5 530 | 5 516 | 10 524 | 15 879 | 20 353 |
| Tangible fixed assets | 1 498 | 1 397 | 2 327 | 3 257 | 3 674 |
| Financial fixed assets | 650 | 1 876 | 755 | 1 250 | 1 135 |
| Inventories | 2 156 | 2 083 | 2 913 | 4 015 | 4 156 |
| Other receivables | 4 015 | 4 332 | 5 557 | 7 125 | 6 791 |
| Cash and bank balances | 684 | 673 | 894 | 1 506 | 1 389 |
| 14 533 | 15 877 | 22 970 | 33 032 | ||
| Total assets Shareholders' equity |
5 381 | 6 005 | 6 593 | 10 676 | 37 498 |
| 12 562 | |||||
| Provisions for pensions, interest-bearing | 1 690 | 1 639 | 1 805 | 1 730 | 1 634 |
| Restructuring reserve | 10 | 9 | 71 | 68 | 202 |
| Provisions | 483 | 535 | 980 | 1 285 | 2 116 |
| Loans, interest-bearing | 4 109 | 4 609 | 9 455 | 13 244 | 16 052 |
| Other liabilities, non-interest-bearing | 2 860 | 3 080 | 4 066 | 6 029 | 4 932 |
| Total shareholders' equity and liabilities | 14 533 | 15 877 | 22 970 | 33 032 | 37 498 |
| Net debt, including pension liabilities | 5 104 | 5 575 | 10 366 | 13 468 | 16 297 |
| Net debt, excluding pension liabilities | 3 414 | 3 936 | 8 561 | 11 738 | 14 663 |
| Cash flow | |||||
| Cash flow from operating activities | 1 184 | 1 515 | 1 496 | 1 774 | 4 000 |
| Acquisition value | 544 | 272 | 6 106 | 5 008 | 5 072 |
| Net investments in tangible fixed assets, SEK m 1) | 225 | 158 | 433 | 595 | 722 |
| Cash conversion2 , % |
56 | 67 | 51 | 46 | 90 |
| return measurements | |||||
| Return on working capital, % | 18 .5 | 19 .2 | 19 .4 | 14 .0 | 13.3 |
| Return on shareholders' equity, % | 24 .3 | 22 .6 | 20 .0 | 18 .3 | 16.6 |
| EBITA margin, % | 15 .4 | 15 .5 | 16 .1 | 17 .8 | 17.2 |
| Operating margin, % | 15 .2 | 14 .9 | 13 .7 | 14 .9 | 13.5 |
| Operating profit before depreciation margin, % | 17 .9 | 17 .5 | 17 .9 | 20 .0 | 19.5 |
| financial measurements | |||||
| Interest coverage ratio, times | 8 .3 | 9 .0 | 4 .7 | 4 .0 | 5.5 |
| Equity/assets ratio, % | 37 .0 | 37 .8 | 28 .7 | 32 .3 | 33.5 |
| Net debt/equity ratio, multiple | 0 .95 | 0 .93 | 1 .54 | 1 .26 | 1.30 |
| Working capital | 9 571 | 10 217 | 10 555 | 22 051 | 23 771 |
| Shareholders' equity, 31 December, SEK m | 5 381 | 6 005 | 6 593 | 10 676 | 12 562 |
| Personnel | |||||
| No . of employees, 31 December | 7 362 | 7 531 | 10 358 | 11 604 | 12 135 |
| Salaries and other remuneration | 2 963 | 3 051 | 5 190 | 5 838 | 7 108 |
| Data per share (Amounts in SEK per share unless otherwise stated) | |||||
| Earnings per share after full tax, SEK | 5 .65 | 6 .21 | 6 .10 | 7 .23 | 8.02 |
| Adjusted earnings per share after full tax, SEK 3) | 4 .82 | 5 .28 | 5 .17 | 6 .39 | 8.02 |
| Market price for ClassBshare at year-end | 109 .5 | 153 .5 | 173 .5 | 93 .5 | 136.3 |
| Cash flow from operating activities | 4 .68 | 6 .67 | 4 .43 | 4 .51 | 12.71 |
| Dividend, SEK per share | 2 .00 | 2 .20 | 2 .40 | 2 .40 | 2.75 4) |
| Dividend growth, % | 21 .21 | 10 .0 | 9 .09 | 0 .00 | 14.58 |
| Dividend yield, % | 1 .83 | 1 .43 | 1 .38 | 2 .57 | |
| 2.02 | |||||
| Price/earnings ratio | 20 .28 | 25 .80 | 29 .71 | 12 .93 | 17.00 |
| Dividend as profit percentage, % | 37 .04 | 36 .97 | 41 .10 | 33 .20 | 34.29 |
| Shareholders' equity | 26 .29 | 29 .64 | 32 .54 | 44 .70 | 52.61 |
| Average number of shares (million) | 201 .9 | 201 .9 | 201 .9 | 210 .8 | 238.3 |
| Number of shares 31 December (million) | 201 .9 | 201 .9 | 201 .9 | 214 .5 | 238.3 |
1) Excluding equipment for hire .
4) As per the proposals of the Board and the President .
The getinge group's business concept is to offer solutions comprising products, services and expertise, which contribute to increased efficiency in the care sector so as to release resources for additional healthcare production. The getinge group's offering shall also contribute to enhanced quality and safety in the care sector.
The group's offering currently comprises expansive, integrated solutions in infection prevention, surgery, intensive care, care ergonomics and woundcare.
| strategic cornerstones | 8 |
|---|---|
| Financial targets | 8 |
| Prioritised areas | 8 |
| strategic focus | 10 |
| acquisitions and integration | 11 |
| Product development | 12 |
| Geographic expansion . |
13 |
| continued high ambitions | 13 |
| Performance 1993 – 2009 | 14 |
to establish cost leadership through economies of scale in product development, production and marketing .
to be able to offer the Group's customers solutions that lead to significant process and efficiency improvements .
in the cardiovascular area, the products' therapeutic effects and the treatments' clinical results are crucial success factors .
By maintaining distribution under proprietary management, strong and long-term customer relationships are established in an industry where trust is a prerequisite for success .
Profit before tax shall grow by an average of 15% annually and be achieved through a combination of organic growth and acquisitions .
in the long-term, organic sales growth shall be 5% . in the coming three to five years, the Getinge Group expects to grow 2% more than the market, meaning 7% .
the Getinge Group's target is to achieve and maintain an operating margin (eBita margin) of 20% with the current Group structure .
the Getinge Group's objective is for 60 to 70% of the Group's eBitda to be converted to operating cash flow (cash conversion) to enable continued acquisition-driven expansion .
the Getinge Group intends to further increase the pace of innovation and production renewal asamethod for driving growth in all business areas .
the Getinge Group's supply chain can become even more efficient and thus improve the Group's competitiveness .
the Getinge Group aims to strengthen its presence in geographic areas with strong growth opportunities .
the Getinge Group's acquisition strategy has the overall goal of establishing the Group as a preferred healthcare partner .
The Getinge Group is leading in 15 of the Group's 16 product areas.
The Getinge Group currently offers integrated solutions in four areas, see page 10.
In the cardiovascular area, clinical treatment results are decisive.
■ Sales through agents and distributors, 16%
The number of sales companies increased from 75 to 98 during the last five years.
Investments in product development as a percentage of sales increased from 3.5% in 2005 to 4.9% in 2009.
Percentage of production conducted at the Group's plants in China, Turkey, Poland and Puerto Rico, %.
During the period, the Getinge Group has made systematic market investments in BRIC and other emerging markets.
Major acquisitions during the period: 2007: Huntleigh 2008: Cardiac and Vascular Surgery* 2009: Datascope
*From Boston Scientific.
The underlying need for qualified healthcare and elderly care continues to rise as a result of the demographic trend, with an increasing number of elderly who need healthcare and the growing occurrence of prosperityrelated diseases, particularly various types of cardiovascular diseases, and technological advances and new treatment methods that enable the treatment of an increasing number of diseases.
The supply of qualified healthcare is limited by the financial resources of the healthcare sector . An increasing demand for healthcare means that healthcare authorities are trying to make healthcare more efficient by introducing compensation systems that put a premium on efficiency and by intensifying competition in the healthcare sector .
This environment, with demands for more efficient healthcare, is the one in which the Getinge Group is active . Through the Group's array of integrated solutions, the Getinge Group will contribute to making the care sector more efficient, while simultaneously increasing safety and quality .
The healthcare market is currently undergoing consolidation . Public hospitals are being sold to private hospital operators with the aim of making them more efficient . This results in a consolidation of ownership with large groupings of healthcare suppliers that are operated by the same owners . For the Getinge Group, size in the form of product range, service and geographic presence is becoming increasingly important as a feature of being an attractive healthcare partner . The Group is also active in a number of well-defined areas to continuously strengthen its positions .
Acquisitions are a key element of the Getinge Group's growth strategy . The acquisition of new operations enables the Getinge Group to quickly expand and thus become an increasingly important healthcare partner . At the same time, the Group gains access to rapidly growing market segments, strengthens its presence in attractive geographic areas and increases the percentage of consumables within its sales . The recent acquisitions of Boston Scientific's Cardiac and Vascular Surgery divisions and the acquisition of the Datascope are outstanding examples of this .
Product development and innovation is another central area in the Getinge Group's business . The Group's development initiatives are increasingly focused on expanding its product range and thus creating new markets, which contribute to healthy organic growth .
The Getinge Group consistently works to increase its presence in markets with strong growth . New sales companies have been launched in several countries and the percentage of sales taking place outside Europe, which has traditionally been the Group's largest market area, has gradually risen .
The Getinge Group markets its products under three brands: Maquet (Medical Systems), ArjoHuntleigh (Extended Care) and Getinge (Infection Control) . In 2009, the shared graphic profile was further strengthened and it is now clear that all brands are part of the same Group . The overriding objective is to createastronger presence in the market .
In recent years, the Getinge Group has also strengthened the Group's competitiveness by increasing the share of production in China, Poland and Turkey and increasing component procurement from these areas . The approach involving value-creating activities such as product development and quality assurance was strengthened within the proprietary business, at the same time as component production is increasingly being outsourced .
| Product area | global market position | Integrated solutions for | longterm customer relations |
|---|---|---|---|
| STErIlIzATIOn DISInfECTIOn |
1 1 |
Infection Control | |
| PATIEnT hAnDlIng hygIEnE SySTEmS IPC/DvT |
1 1 1 |
health Care Ergonomics |
|
| WOunD CArE / ThErAPEuTIC SurfACES SurgICAl TABlES SurgICAl lIghTS CEIlIng PEnDAnDTS |
2 1 1 2 |
Surgical Procedures |
|
| Evh AnASTOmOSIS CABg vASCulAr grAfTS AAA, TAA CArDIAC ASSIST IABP BEATIng hEArT SurgEry PErfuSIOn |
1 1 1 1 2 3 |
Cardiac & vascular Surgery |
the Getinge Group has built up a highly effective global market organisation with direct customer contacts throughout the world . |
| vEnTIlATIOn | 1 |
Increasingly high demands for efficiency enhancements result in healthcare operators more frequently seeking suppliers who are able to contribute to solving issues and creating more efficient care processes through their offering and size. The more areas in which the getinge group can offer solutions and specialist expertise, the more attractive the group becomes as a supplier. Accordingly, acquisitions continue to play a key role in establishing the getinge group as a preferred healthcare partner.
The most recent acquisitions in Medical Systems (the cardiac and vascular surgery divisions from Boston Scientific and Datascope) have increased the Group's offering in terms of the treatment of cardiovascular diseases . The global market is valued at USD 46 billion and is characterised by growth and profitability .
The acquisition of the two divisions from Boston Scientific and Datascope were important steps in the business area's aim to build a leading cardiovascular business and both acquisitions have had several positive effects . By providing the acquired operations with access to Medical Systems' strong international sales structure, at the same time as the business area's distribution in the US market has been strengthened to a highly significant degree, major sales synergies have been created that will have a very positive impact on the business area's organic growth in the coming years .
The integration of the two divisions from Boston Scientific was completed at the end of 2009 and the integration of Datascope was essentially completed in early 2010 .
In 2007, Extended Care acquired the British company Huntleigh . Extended Care has made en extensive effort to integrate Huntleigh's operations into the business area's sales organisation and simultaneously enhanced the efficiency of Huntleigh's production structure . The structural integration has thus been completed, but the acquisition continues to offer major opportunities for sales synergies .
In recent years, Infection Control has made a number of minor acquisitions that are primarily aimed at further strengthening the business area's already leading positions .
Cost synergies from the acquisitions of Huntleigh, the two divisions from Boston Scientific and Datascope will amount to SEK 600 to 700 m .
Acquisitions will continue to playakey role in the realisation of strategic and financial objectives . At Medical Systems, the focus of future acquisitions is in the cardiovascular area and in surgery . At Extended Care, the focus is on strengthening the company's positions in the North American wound-care market . At Infection Control, the primary interest is in various types of consumables .
In recent years, the getinge group has increased investments in innovation and product renewal to create additional driving forces for organic growth. In 2009, investments in research and development amounted to SEK 1,123 m (926), corresponding to 4.9% (4.8) of sales.
In recent years, the Getinge Group has increased its investments in product development . At the same time, the focus has gradually shifted from previously being concentrated on improvements to the existing product range to also being a tool to expand the Group's operations to new areas . Product development thus becomesadriving force for continued growth . At the same time, the Group continues to use product development to fortify and further strengthen its leading positions .
All of the Getinge Group's business areas pursue their product development in accordance with a well-defined process for new products to fulfil customer and market requirements, as well as the company's financial and environmental targets .
CARDIOHELP is the world's smallest portable heart-lung machine . The product is geared toward intensive care, cardiac surgery and emergency care . The principle of oxygenating the blood outside the body can be applied to save lives in several healthcare areas .
The new Flow-i anaesthesia system is based on the Servo-i platform and thus combines advanced ventilator technology withaflexible and effective technology for the delivery of anaesthesia gases . FLOW-i is intended to be used on most types of patients, from critically ill adults to newborns, and in all types of operations . The product provides anaesthesia personnel the opportunity to continuously optimizethe anaesthesialevel,whilesimultaneously keeping the patient's breathing stable .
The Medical Systems' business area has long been a leader in the area of mechanical ventilation, meaning breathing support for patients with severe acute diseases . This leading position has been significantly strengthened through the launch of the revolutionary NAVA technology, which allows the patient's breathing needs to control the ventilator through the brain's breathing signals .
The Infection Control business area has strong positions in the Life Sciences and hospital markets . The business area has long offered chemotherapy solutions to the pharmaceutical industry . In 2008, a corresponding product was launched for the hospital market and was very well received .
In 2009, the Getinge Group's launches included the Flow-i anaesthesia system; the ECMO product Cardiohelp; the Fusion graft vessel implant; ED-Flow, a disinfectorfor flexible endoscopes; Nimbus 4, a wound-care mattress; Maxi-Twin Compact, a patient lift, and a number of products geared toward Life Sciences .
Slightly less than half of getinge's sales currently take place in the West European market. The group's goal is to achieve a geographic distribution within a few years, whereby about one third of sales derives from Western Europe, one third from north America and one third from emerging markets.
In recent years, the Getinge Group has made major investments to increase its presence in key emerging markets, such as Brazil, India, China and Russia . Similar investments were also made in North America and Japan, where the Group's market share is relatively low and the long-term conditions for growth are deemed to be strong .
In 2009, the expansion of new sales companies continued in Mexico and Thailand . In the US, the acquisition of Boston Scientific's divisions (2008) and the acquisition of Datascope (2009) greatly strengthened Medical Systems' distribution channels .
The Group expects these investments to result in a continued reduction in the reliance on the European market and to makeacontribution to organic growth in the coming years .
Since 2005, the Getinge Group's dependence on the European market has declined considerably . In 2005, Europe accounted for 56 .4% of total sales . In 2009, that figure was 49 .2% . It is worth noting that European sales did not decline during this period; on the contrary, they increased by 68% .
The getinge group continues to have high ambitions for the group's performance in the coming years and expects to have strong earnings growth with rising operating margins. At the same time, the group expects to grow about 2% faster than the underlying market in the coming years.
The Getinge Group is currently implementing structural changes to increase earnings growth:
The Getinge Group believes that the Group can continue to grow about 2% faster than the underlying market in the coming years through:
The Getinge Group believes that it can continue to strengthen operating margins through:
The Getinge Group's sales during this period grew from SEK 920 m in 1993 to SEK 22,816 m in 2009 and profit before tax increased from SEK 130 m to SEK 2,634 m . This corresponds to an average growth rate of 22% for sales and 21% for profit before tax .
The high rate of growth has been achieved through a combination of strong organic growth and an acquisition-driven expansion into new areas .
The Getinge Group's customer offering has expanded significantly since its initial listing in 1993 . From working exclusively with infection control, the business has expanded to now also encompass a broad range of products for ergonomic patient care, therapeutic products in the cardiovascular area, complete operating rooms and life-support products, such as ventilators and heart-lung machines .
The Getinge Group has also implemented a very strong geographic expansion and has evolved from a Nordic company toaglobal player with sales in all continents .
| Business scope | |||||
|---|---|---|---|---|---|
| 1993 | 2009 | ||||
| Sterilisation equipment | ✓ | ✓ | |||
| Disinfection equipment | ✓ | ✓ | |||
| Patient lifts | ✓ | ||||
| Hygiene systems | ✓ | ||||
| Wound-care products | ✓ | ||||
| Thrombosis prevention | ✓ | ||||
| Surgical tables and lamps | ✓ | ||||
| Cardiac surgery products | ✓ | ||||
| Vascular surgery products | ✓ | ||||
| Ventilators | ✓ |
The Getinge Group's Board aims to provide a dividend of about one third of the Group's profit after tax to its shareholders . In 1993, this meant that the Getinge Group's dividend amounted to SEK 27 .7 m . The value of the proposed dividend for 2009 amounts to SEK 655 m . This corresponds to an average annual increase in the dividend of 22% .
During the same period, the Getinge Group's market capitalisation increased from SEK 1 .3 billion to SEK 32 .5 billion .
Product overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2006 2007 2008 2009
2006 2007 2008 2009
EBITA 2005-2009
HERIBERT BALLHAUS Executive Vice President Medical Systems
MICHAEL RIEDER Executive Vice President Medical Systems, Sales and Marketing
Overall, 2009 was a favourable year for Medical Systems . We had a weak trend for orders received during the first two quarters of the year . In the third quarter, the trend turned around and we performed very strongly in the second half of the year . Sales increased by 33 .7% . Naturally, the very strong increase was largely attributable to the acquisition of Datascope . Sales grew organically by 2 .8% .
Datascope is highly significant for Medical Systems . Through this acquisition, we have expanded our operations in the cardiovascular area considerably . Having been Medical Systems' smallest segment, the cardiovascular business is now the business area's largest segment . The segment also has good prospects for continued growth, both organically and through further acquisitions . Through this acquisition, the occurrence of recurring revenues increases to approximately 50% of the business area's sales .
The acquisition of Datascope also creates major synergies . In terms of costs, we anticipate synergies of approximately SEK 170 m on a yearly basis . Revenue synergies will mainly be achieved by Datascope's now being sold through Medical Systems' extremely strong international distribution network . This means that we anticipate achieving organic growth of 10% for Datascope's product range in the next few years . Through the acquisition of Datascope, we have also decisively strengthened our presence in the key US market . Medical Systems is now a significant player in this market with a favourable outlook for continued strong development .
Internationalisation has had many positive effects . Firstly, it has been a strong driving force in the strong organic growth experienced by the business area in the past fiveyear period . It has also resulted in us reducing our dependency on the European market, which, five years ago, was our entirely dominating market, with more than half of our total sales . Today, our sales are much better balanced between Europe, North America and other countries . The expansion into new markets is far from complete . There is much left to do and we are continuously establishing the business area in new markets . For example, in 2009, we established new sales companies in Mexico and Thailand .
Product development, combined with internationalisation, is the engine in our aim to grow organically . Overall, product development has two tasks: to strengthen already leading positions by providing the business area with high-quality products and innovation, and opening up new market segments .
The launch of the revolutionary NAVA ventilation technology is an example of the first approach . With NAVA, the technological gap to our competitors is being significantly widened . The new FLOW-i anaesthetia system and the ECMO product CARDIOHELP are examples of how we use product development to broaden our operations into new, attractive areas, in which we were not formerly active .
Overall, it can be said that Medical Systems is very well positioned for continued strong development . Our internationalisation is proceeding, we are investing continuously in our product development and many opportunities remain for growth through further acquisitions .
medical Systems' focus areas are internationalisation of the market organisation, distinct product leadership and acquisition of cuttingedge businesses.
The product range comprises equipment for operating rooms and ICus; products, instruments and implants for cardiovascular surgery, cardiac assist and interventional cardiology; equipment for respiratory support and, as of 2010, anaesthesia.
For many years, Medical Systems has been working to reduce its dependence on the European market by gradually expanding the sales organisations to other markets, primarily in North America and the growth markets .
A cornerstone of Medical Systems' strategy is maintaining distinct product leadership in the markets and areas where the business area is active . Accordingly, the business area continuously makes significant investments in product development, particularly in the Critical Care and Cardiovascular divisions .
Acquisitions remainakey element of the business area's strategy . The emphasis is currently on the cardiovascular area where the business area aims to create a world-leading business .
With its current structure, the business area aims to achieve and maintain an EBITA margin of 22% .
In 2009, the EBITA margin amounted to 19 .8% . The average for the past five-year period is 17 .9% .
| fIvEyEAr SummAry | 2005 | 2006 | 2007 | 2008 | 2009 |
|---|---|---|---|---|---|
| Orders received, SEK m | 5 153 | 5 835 | 5 879 | 8 560 | 11 488 |
| net sales, SEK m | 5 109 | 5 542 | 6 079 | 8 416 | 11 255 |
| Share of Group's net sales, % | 43 .0 | 42 .5 | 36 .9 | 43 .7 | 49 .3 |
| Gross profit, SEK m | 2 486 | 2 784 | 3 112 | 4 723 | 6 343 |
| Gross margin, % | 48 .7 | 50 .2 | 51 .2 | 56 .1 | 56 .4 |
| Operating costs, SEK m | -1 705 | -1 895 | -2 079 | -3 140 | -4 510 |
| EBITA*, SEK m | 787 | 896 | 1 040 | 1 784 | 2 231 |
| Share of Group's EBITA, % | 43 .0 | 44 .5 | 39 .1 | 52 .0 | 56 .7 |
| EBITA margin*, % | 15.4 | 16.2 | 17.1 | 21.2 | 19.8 |
| Operating profit, SEK m | 781 | 889 | 1 033 | 1 511 | 1 636 |
| Share of Group's operating profit, % | 43 .4 | 46 .0 | 45 .7 | 52 .5 | 53 .3 |
| Operating margin, % | 15 .3 | 16 .0 | 17 .0 | 18 .0 | 14 .5 |
| No . of employees | 2 806 | 2 986 | 3 264 | 4 295 | 5 028 |
*Before restructuring and integration costs
medical Systems' orders received increased organically by 3.7% during the year, following very strong performance in the second half of the year. Sales increased 33.7% to SEK 11,255 m (8,416). Organic sales growth amounted to 2.8% for the entire business area.
| SEK m | 2007 | 2008 | 2009 | +/%* |
|---|---|---|---|---|
| Europe | 3 362 | 4 026 | 5 005 | 2 .5 |
| US/Canada | 1 040 | 2 506 | 3 572 | 1 .4 |
| Asia/Australia | 1 058 | 1 403 | 2 177 | 11 .8 |
| Other countries | 419 | 625 | 734 | 2 .5 |
| Total | 5 879 | 8 560 | 11 488 | 3.7 |
*Adjusted for exchange rates and acquisitions
Europe, which is the business area's largest market, performed very well during the final part of 2009, with an organic order growth of 10 .7% for the final quarter of the year . For the full year, organic order growth was 2 .5% . Orders received totalled SEK 5,005 m (4,026) .
In the US/Canada, orders received rose 42 .5% to SEK 3,572 m (2,506) . The strong increase was primarily due to the acquisition of Datascope . The organic growth of orders received amounted to 1 .4% . Through the acquisition of the cardiac and vascular surgery divisions of Boston Scientific and the acquisition of Datascope, the North American market has become the business area's second-largest market area . In 2009, North America accounted for 31 .8% of total sales . This trend is entirely in line with the Group's aim of establishing a geographically balanced sales base .
The favourable trend of recent years in Asia/ Australia and other countries continued in 2009 . In Asia/Australia, orde rs received amounted to SEK 2,177m(1,403), corresponding to organic growth of 11 .8% . In other countries, orders received totalled SEK 734 m (625), corresponding to organic growth of 2 .5% .
The integration of Boston Scientific's sales organisations for cardiac and vascular surgery was completed at the beginning of 2009 . The anticipated revenue synergies were largely achieved during the year, with a favourable trend for sales of the business area's perfusion products in the North American market .
Sales of Datascope's products developed extremely well and exceeded the expectations that existed at the beginning of the year .
Through these two acquisitions, the business area has vastly strengthened its presence in the North American market . The total sales team now amounts to about 300 persons and about a third of the business area's sales occur in the US and Canada .
In recent years, Medical Systems has undertakenalong-term effort to expand sales in a number of growth markets . In 2009, this strategy remained successful, with an average order growth of 25 .2% in Asia and the BRIC countries .
The international expansion continued in 2009 with the establishment of new sales companies in Mexico and Thailand .
| 2007 | 2008 | 2009 | |
|---|---|---|---|
| Group-owned sales | 28 | 34 | 34 |
| companies | |||
| sales reps | 404 | 608 | 737 |
| service technicians | 400 | 477 | 515 |
Through the acquisition of Boston Scientific's cardiac and vascular surgery divisions and the acquisition of Datascope, medical Systems has in a short period of time built up a comprehensive cardiovascular business. The market for products, instruments and implants aimed at the cardiovascular market is characterised by favourable rates of growth. Accordingly, the prospects for continued organic and acquisitionled growth are excellent.
The integration of Boston Scientific proceeded very well . The US sales organisation has been fully integrated with the business area's structures since the beginning of 2009 . The acquisition's cost synergies amount to approximately SEK 120 m and were achieved by concentrating production and administration to the plant in Wayne, New Jersey, in the US .
The revenue synergies developed well during the year . Sales of the business area's perfusion products increased significantly in the US . The EVH technology, which involves the endoscopic harvesting of the blood vessels to be used in bypass operations, was launched in markets outside the US during the year . The EVH technology is much gentler for the patient and sales of these products are expected to contribute to favourable organic growth in markets outside the US in the next few years .
The integration of Datascope has proceeded entirely according to plan and the company is now fully integrated with Medical Systems' US sales organisation and the business area's brand structure . The cost synergies of the acquisition are expected to amount to SEK 170 m . The synergies derive primarily from the merger of sales companies in ten markets, delisting and the closure of the former head office . All of these measures were implemented in 2009 .
The acquisition of Datascope also creates possibilities for large revenue synergies . By using Medical Systems' strong international market organisation, the business area anticipates achieving organic growth of 10% for Datascope's products .
The two acquisitions, combined with Medical Systems' operations in the area of perfusion, have established the business area as a strong player in the market for cardiovascular surgery, with a broad and attractive product range . Organic growth in the cardiovascular business is expected to be positive in the next few years as the potential revenue synergies are realised . The business area has also createdastrong platform for continued external growth in this area .
hEmAShIElD PlATInum fInESSE ultra-thin Knitted cardiovascular Patch promotes exceptional handling, hemostasis and healing during vascular or cardiac patching procedures .
hEmAShIElD PlATInum Vascular Grafts
SEnSATIOn® 7fr. Fiber-optic intra-aortic balloon catheter
mEgA™ 8fr. 50cc intra-aortic balloon catheter
vASOvIEW hEmOPrO endoscopic Vessel harvesting system – for coronary artery Bypass Graft procedures
ACrOBAT Suv vACuum stabilizer – for off-pump coronary artery Bypass
A cornerstone of medical Systems' strategy is maintaining clear product leadership in the segments where the business area is active. for this purpose, medical Systems continuously makes significant investments in product development, particularly within the Critical Care and Cardiovascular divisions. Several development projects also aim to expand the business area's customer offering and thus create good conditions for continued growth into new areas. Approximately 8% of the business area's sales is invested in research and development.
Medical Systems aims to establishaleading position in the global anaesthesia market, valued at SEK 6 billion . Accordingly, the business area developed FLOW-i,anew and effective anaesthesia product program . FLOW-i was launched at the European Society of Anaesthesiology (ESA) conference in Milan in June and was very well received . Deliveries of FLOW-i to a limited number of markets commenced in the first quarter of 2010 and will gradually be introduced to new markets during the remainder of 2010, including launch at the American Society of Anaesthesiologists' (ASA) conference in October 2010 .
CARDIOHELP is an assist device that can temporarily take over the functions of the heart and/ or lungs to ensure the survival of the patient or to allow the heart or lungs the opportunity to recover . The product is intended for emergency care use in, for example, rescue vehicles and within intensive care for the treatment of patients with ARDS (Acute Respiratory Distress Syndrome) .
CARDIOHELP is also deemed to have significant potential in interventional cardiology (catheter-based heart procedures) . CARDIOHELP is also designed for use in conjunction with air transport between hospitals . With a weigh of 6 kilos, CARDIOHELP is the only portable product of its kind .
Since the product was shown for the first time, CARDIOHELP has generated great interest from opinion-leaders and the medical profession . CARDIOHELP has proved to be crucial to patient survival in several instances . The business area plans to conduct a broader commercialisation of the product during 2010 .
In 2009, Medical Systems also launched Fusion Graft, a PTFE reinforced vessel implant with an external textile casing . The implant is ultimately intended for use in, for example, bypass operations, in which the patient's own vessels are in too poor a state to be used and stent surgery is notatreatment option .
The market launch of the new vessel implant progressed well during the year . The first implants were made in patients in Germany at the beginning of 2009 and, during the year, the business area collated a large amount of clinical data . The market launch was favourable and the business area foresees good potential for this implant .
Fusion Graft is a PtFe vessel implant reinforced with an external textile casing for use in bypass operations when the patient's own vessels are in too poor a state to be used .
| PrODuCT ArEA Surgical Workplaces |
PrODuCTS Operating tables, surgical lights, ceiling service units, telemedicine, modular operating rooms |
mArKET SEgmEnT Hospitals: operating rooms |
mArKET SIzE SEK 12 .2 billion |
COmPETITOrS Berchthold, DE; Dräger, DE; Skytron, US; Steris, US; Trumpf, DE |
|---|---|---|---|---|
| cardiovascular | Perfusion products and products for cardiovascular surgery, heart support and interventional cardiology |
Hospitals: operating rooms, catheterisation laboratory |
SEK 13 billion | Medtronic, US; Sorin, IT; Terumo, JP |
| critical care | Ventilators and anaesthesia systems | Hospitals: intensive care units, emergency rooms, operating rooms |
SEK 12 .2 billion | Dräger, DE; GE, US; Hamilton, CH; Philips, NL; Covidien, US; Cardinal Health, US |
Operating tables. The Medical Systems business area has a wide range of operating tables . Pictured is MAGNUS, which is the market's most advanced operating table with a number of adjustment ranges for optimising the efficiency of operations .
modular operating rooms, surgical lights and ceiling service units. Medical Systems is also a world-leading producer of surgical lights and ceiling service units for medical technical equipment .
Telemedicine. Medical Systems has a complete range of telemedicine products to meet today's growing surgical demands .
Perfusion products. Bypass surgery is most often performed "withapump", meaning a heart-lung machine . The heart-lung machine performs the functions of the heart and lungs during the operation .
Endoscopic vessel harvesting (Evh) is a minimally-invasive procedure for obtaining fresh blood vessels, which can be used in bypass surgery on the heart's coronary artery .
IntraAortic Balloon Pump (IABP) provides a unique technology that improves blood circulation in a patient's coronary vessel by forcing blood into the coronary arteries with the help of an expandable catheter placed in the aorta (the body's main artery) .
Anaesthesia. The FLOW-i anaesthesia system is based on the SERVO-i ventilator platform and thus combines advanced ventilator technology with a flexible and efficient technique for the delivery of anaesthetic gases .
nAvA. Using the unique NAVA technology, which allows the patient's own breathing needs to govern the ventilator via the brain's respiratory signals (Neurally Adjusted Ventilatory Assist), the business area has further strengthened its positions in mechanical ventilation .
mechanical ventilation. The SERVO-i MR ventilator makes it possible to offer advanced ventilator care, while simultaneously conducting an MRI .
SALES 2005 – 2009
EBITA 2005 – 2009
In the wake of the financial crisis, 2009 was a challenging year for Extended Care . The business area is highly exposed to mature markets and to elderly care, which is privatised to a greater degree than other healthcare areas . Sales increased by 4 .7% including favourable exchange-rate effects, but organically, sales declined by 2 .8% . The same tendencies were found in orders received, which increased 2 .9% including exchange effects, but declined organically by 4 .5% . The somewhat lower sales volume was offset by operational improvements in the supply chain and cost savings in the sales companies . EBITA was SEK 1 002 (992) m . The EBITA margin was 15 .5% (16 .1) . busines priv 2 somew supp m
When the individual markets are viewed separately, we experienced a strong trend in the US and Southern Europe, while the trend in the UK and Northern Europe was weaker . In terms of products, sales of the business area's patient lifts, wound-care products, products for the prevention of deep-vein thrombosis, and service continued to perform well . individu an weak p co
The new, merged company in the US is Extended Care's single largest company . Accordingly, it is very important that the merger succeeds . Specifically, the merger entailed relocating to a new shared head office in Chicago, a new joint management team, a new structure for the sales organisation and a new logistics organisation . The favourable effects were immediately noticeable, with a return to healthy sales growth and improved margins and profitability . The US company is well positioned for continued favourable performance, despite a challenging demand scenario . .Accordingly entaile organisa he
The major structural projects that were started in conjunction with the Huntleigh acquisition have been concluded, but there remain major opportunities to further develop synergies in terms of cost and revenue . It will be exciting to develop the sales synergies since they have the potential to drive the business area's long-term growth . structur acquisition b syne syner
Extended Care is currently in a very exciting phase . The merger of Arjo and Huntleigh created a global player with the prerequisites for strong organic growth . Although major markets such as the UK and Northern Europe are stagnating in the short term, I believe that we have strong exposure to growth . Elderly Care is growing globally at the same time as the interest in care ergonomics is becoming even greater in the hospital sector . My most important assignment is to create a cohesive company that is driven by a passion for its customers and that is constantly advancing and enhancing the efficiency of its own operations . A great deal can be done to strengthen our market development and our own organisation . Extended shor gro nomics becomin cre tha
The overriding task for 2010 is to create a platform for organic growth . To achieve this, the entire organisation will focus on the following four areas: added-value for our customers, continuous efficiency enhancements throughout the business area's functions by challenging ourselves to think and working more intelligently, building up a quality structure that permeates the entire organisation, and encouraging and involving all employees in the improvement efforts . There is currently a very high degree of activity in all the focus areas and Extended Care will be extremely well positioned for strong growth as soon as demand returns to normal levels . ta added-value o a more intelligen There c Car
Extended Care's strategic cornerstones are market leadership, integrating solutions that contribute to improving the customers' operations, and proprietary sales and service to establish solid customer relations. The product range comprises patient lifts, hygiene systems, woundcare products, products for the prevention of deepvein thrombosis, and a range of diagnostic products. The wellbalanced product portfolio caters to hospitals (50%) and to elderly care (50%).
Extended Care's aim is to grow organically by increasing its presence in emerging markets outside Europe .
By developing new and innovative products and services, the business area can expand its customer offering and be the leader in its areas .
The business area aims to strengthen its competitiveness by continuing to enhance the efficiency of its supply chain, particularly in terms of purchasing and logistics .
The business area's goal is to achieve and maintain an EBITA margin of about 19% with its current structure . This target shall be achieved through further cost synergies from the acquisition of Huntleigh, increased purchases in low-cost countries and more efficient business processes .
The EBITA margin declined by 0 .6 percentage points to 15 .5% in 2009 . The average margin for the past five-year period was 16 .4% . Sales increased by 4 .7% including exchange-rate fluctuations, but decreased by 2 .8% excluding currency effects .
| fIvEyEAr SummAry | 2005 | 2006 | 2007 | 2008 | 2009 |
|---|---|---|---|---|---|
| Orders received, SEK m | 3 131 | 3 181 | 6 124 | 6 223 | 6 406 |
| net sales, SEK m | 2 982 | 3 183 | 6 009 | 6 174 | 6 467 |
| Share of Group's net sales, % | 25 .1 | 24 .5 | 36 .5 | 32 .0 | 28 .3 |
| Gross profit, SEK m | 1 397 | 1 500 | 2 750 | 2 847 | 2 964 |
| Gross margin, % | 46 .8 | 47 .1 | 45 .8 | 46 .1 | 45 .8 |
| Operating cost, SEK m | -891 | -977 | -1 895 | -1 969 | -2 074 |
| EBITA,* SEK m | 522 | 538 | 971 | 992 | 1 002 |
| Share of Group's EBITA, % | 28 .5 | 26 .7 | 36 .6 | 28 .9 | 25 .5 |
| EBITA margin*, % | 17.5 | 16.9 | 16.2 | 16.1 | 15.5 |
| Operating profit, SEK m | 506 | 488 | 597 | 732 | 835 |
| Share of Group's operating profit, % | 28 .1 | 25 .2 | 26 .5 | 25 .4 | 27 .2 |
| Operating margin, % | 17 .0 | 15 .3 | 9 .9 | 11 .9 | 12 .9 |
| No . of employees | 1 776 | 1 754 | 4 228 | 4 314 | 4 111 |
* Before restructuring and integration costs
market conditions were challenging for Extended Care in 2009. Sales amounted to SEK 6,467 m (6,174). Orders received totalled SEK 6,406 m (6,223), corresponding to an organic decline of 4.5%. The merger of huntleigh's and Extended Care's sales companies in the uS, which was completed during the first quarter of the year, was successful and contributed to strong growth in this market during the year. In terms of products, sales of patient lifts and DvT and woundcare products were favourable. The business area's service operations also performed well during the year.
| SEK m | 2007 | 2008 | 2009 | +/-%* |
|---|---|---|---|---|
| Europe | 3 818 | 3 675 | 3 676 | -4.6 |
| USA&Canada | 1 692 | 1 865 | 2 020 | -4.9 |
| Asia & Australia | 500 | 546 | 586 | -0.1 |
| Other countries | 114 | 137 | 124 | -13.5 |
| Total | 6 124 | 6 223 | 6 406 | 4.5 |
*Adjusted for currency exchange and acquisitions
Southern Europe in general and France in particular experiencedastrong trend in 2009 with growth in orders received of 21% (9% organically) . The market in the UK and Northern Europe experiencedaweaker trend during the year . For Europe as a whole, orders received amounted to SEK 3,676m(3,675) .
In the US, the new, merged company performed well in a difficult market in 2009 . The company has new management, an excellent customer programme andastrong relationship and close cooperation with key customers such as Veterans' Affairs . Adjusted for the major nonrecurring orders from Veterans' Affairs in 2008, the organic trend was strong during the second half of 2009 . For North America as a whole, orders received amounted to SEK 2,020 m (1,865) .
In Asia/Australia and Other countries, orders received rose by 4% . The trend in such countries as China and India remains strong and Asia is an increasingly important region for Extended Care . In 2009, Asia/Australia and Other countries' shares of total orders received was 11% . In 2005, the corresponding figure was 3% .
Several of the business area's product groups experiencedafavourable trend during the year . Sales of patient lift, and particularly ceiling lifts, continued to rise . There was a favourable trend for sales of the business area's wound-care products and products to reduce the risk of thrombosis in conjunction with operations . Extended Care's aftermarket programmes, such as technical services and the leasing of wound-care products, are central components of the business area's aim to become a full-service supplier . This area performed well in 2009 . The product areas that experiencedaweaker trend in 2009 were primarily the business area's bathing systems and medical beds . Sales of these products are largely included in project deliveries in conjunction with major investments, and the decline in sales was mainly attributable to the decrease in the number of renovations and new construction .
In 2009, the business area developed a customised product programme for the Chinese elderly-care market, which is expected to become increasingly significant in the coming years (refer to separate article on the next page) . During the year, the business area fortified its leading position as expert partner in the care sector with offers such as the ergonomics programme Diligent, and the Care Thermometer analysis tool . Diligent and Care Thermometer are now available in ten and 40 markets, respectively .
| 2007 | 2008 | 2009 | |
|---|---|---|---|
| Proprietary sales companies |
35 | 29 | 33 |
| sales representatives | 722 | 729 | 717 |
| service technicians | 1 094 1 189 1 169 |
΄ʠࠌኂؿஉ߮ܰԾХኟτၤ'RULVʥ(PPD೩ݠॶ৽Ɉˋ̡ؿϾञɁe̦ τيංɷॶΕဣѷؿͨЄȹ৯Ԛ͂΄ʠࠌኂe֛ᆚؿᄖ۹˿˞ሁ༖c˥΄ʠࠌ ኂ˿˞ҡמᎶ˟ѷɎؿᖄذcҐԚ͂يංသ൴ᐛɩe
ΣτϾञɁൡࠧΔɐcᙶଉɁࡗ˿͂ ʠࠌኂഒሬΪͲΔʠϾञɁe ݠ৽֛ᆚؿ຺ᜑᙶଉɁࡗΔɐτࢽΔѧιొʠ༦ೡcగ့ܰΕ၇ौؿΔʿɖ˿ ˞൬Ϸe
ᔝଫϾञɁϭረ౯ࣂcѷᖾᎶݯረ౯དजᔾ̔يංcᜑᙶଉɁࡗ܃ઐ৽
The population over age 60 in China is growing rapidly and is expected to amount to 230 million in 2020. Meanwhile, the birthrate has decreased dramatically as a result of China's one child policy. When combined, this means that elderly care will need to be professionalised and institutionalised.
ረ౯e
Accordingly, in 2009, Extended Care initiated a long-term effort aimed at establishing strong positions in the Chinese elderly care market . The business area's activities encompass a product range that has been specifically selected for the Chinese market; marketing material in Chinese including the business area's comprehensive architectural guidebook for nursing homes; and training programmes and certification for the Chinese sales team, which currently has 12 representatives .
In the spring of 2010, the business area will also conduct an extensive marketing campaign in conjunction with a major Chinese healthcare conference .
Strengthened
positions in the US hospital market
Philip Croxford, Executive Vice President Extended Care in North America
The merger of Arjo and Huntleighs' sales companies in the US in early 2009 has created a strongly unified company that performed well during the year. The developments were particularly robust in the hospital segment. The positive trend has primarily been driven by two factors: a new and more efficient sales-team structure and the ergonomics programme, Diligent.
By merging Arjo and Huntleighs' sales teams, the efficiency of the sales effort has increased considerably . The effects of this have been particularly apparent in the hospital segment, which, despite a challenging demand scenario, experienced a highly favourable trend in 2009 . Another driving factor is the ergonomics programme, Diligent . Diligent was developed to create better working environments and thus reduce work-related injuries among care personnel through a combination of training courses and products . Previously, only a range of lift and hygiene products were sold through Diligent, but after the merger of the two companies, parts of the Huntleigh range are now also included in Diligent's offering . A growing share of sales in the US is now conducted through this programme .
Europe experienced a mixed market scenario in 2009. Countries in Southern Europe continued to report strong growth, while the UK and countries in Northern Europe experienced a weaker sales trend in 2009. To limit the effects on profitability in these countries, an extensive efficiencyenhancement programme was initiated. This programme will also continue in 2010.
Despite weak market conditions in Northern Europe and a consequent sales decline of 7%, the region managed to increase its profits by 14% through an increased focus on costs and enhancing the efficiency of the sales team and administration . The UK experienced a similar sales trend and has initiated a number of efficiency-enhancement actions .
Southern Europe continued to experience strong growth in 2009 . In December 2009, the intention was announced to merge the two French sales companies into a single legal structure and to evaluate the possible future synergies in terms of costs and sales .
Product development is a key element of the business area's strategy to strengthen competitiveness. Within the framework of its profitability targets, the business area will further increase its investments in product development. In 2009, the business area invested slightly more than 2% of revenues in product development. The year 2009 also entailed continued efficiency enhancements to the business area's supply chain.
Product development and innovation remain prioritised areas for Extended Care and decisive in strengthening the business area's longterm competitiveness . In 2009, the business area invested SEK 142 m (144) in product development, or 2 .2% of sales .
In 2009, the business area introduced several new products, including the Nimbus 4, Alpha Response wound-care products and the Maxi Twin Compact patient lift .
Nimbus is the business area's leading product line for the prevention and treatment of pressure ulcers . The new Nimbus 4 has been improved in a number of areas, receiving an excellent reception in the market and experiencing a favourable trend .
Alpha Response is an entirely new wound-
care product that was launched in November 2009 . The product is expected to contribute to the business area's wound-care product sales in 2010 .
In September, the business area launched the world's smallest passive lift, Maxi Twin Compact . The lift is specifically designed to offer strong functionality in confined spaces, which are a common occurrence in many markets in Europe and Asia and in most homes .
The new production structure with the plants in Suzhou, China and Poznan, Poland, significantly improved the business area's productivity and competitiveness .
Adjacent to the plants in China and Poland, the business area established central procurement functions charged with purchasing functions in Asia and Eastern Europe . This effort, which is being conducted in close cooperation with the purchasing and development functions at the business area's other production facilities, continued in 2009 and an increasing share of the business area's components will now originate from low-cost countries .
In 2009, the business area's logistics function was improved considerably . Logistics are now functioning well and are significantly more cost efficient than in the past .
During the year, the business area's central warehouse for spare parts in the Netherlands also became fully functional and now supplies the entire European market with spare parts .
| PrODuCT ArEA | PrODuCTS | mArKET SEgmEnT | mArKET SIzE | COmPETITOrS |
|---|---|---|---|---|
| Patient Handling | Products for lifting and transferring, and shower and bathing systems |
Hospitals and elderly care | SEK 6,300 m | Liko (SE), Sakai/OG Giken/Amano (JP), Waverly Glen/Westholme (CA), Sunrise/Joerns (US) |
| Therapy & Prevention | Products for the prevention and treatment of pressure ulcers and products for thrombosis profylaxis |
Hospitals and elderly care | SEK 21,500 m | Hill-Rom (US), KCI (US), Kendall (US) |
| Medical Beds | Medical beds, couches, stretchers | Hospitals | SEK 14,000 m | Hill-Rom (US), Stryker (US), Paramount Beds (JP), Linet (CZ) |
| Diagnostics | Dopplers and products for foetal monitoring | Hospitals | SEK 1,100 m | Nicolet (US), Hadeko (US), Philips (NL), GE (US) |
mAXI SKy is the market's broadest and most advanced ceiling lift program . The modular track system offers considerable flexibility and can be adapted to meet the individual's and care institution's specific needs .
mAXI TWIn COmPACT offers exceptional functionality even in confined spaces in which larger patient lifts may be difficult or impossible to use . The lift is highly user-friendly and simple to manoeuvre .
CArEOlInE offers a complete concept for private bathrooms . The system comprises solutions for shower, washing and lavatory needs . The wall-mounted track system facilitates the adjusting of bathroom equipment to the individual patient's level of mobility .
ThErAPy AnD PrEvEnTIOn ThErAPy AnD PrEvEnTIOn
nImBuS 4 PrOfESSIOnAl is an antidecubitus mattress developed to prevent the occurrence of or expedite the healing of pressure ulcers by ensuring that external areas of the body are continuously supplied with ample amounts of oxygen by constantly relieving pressure .
flOWTrOn® is a compression system designed to prevent deep-vein thrombosis . The product provides an effective mechanical compression, which reduces the risk of vein thrombosis following surgery, for example .
WoundASSIST®TnP is developed to facilitate the healing of deep wounds . The product is based on negative-pressure technology and can be used at hospitals, nursing homes or in home care . Using negative pressure in wound healing has proved to be highly effective .
EnTErPrISE 9000 is primarily intended for intensive care wards and is thus equipped with many safety and efficiency functions, including a built-in weighing system and an alarm function if the patient leaves the bed .
The business area's diagnostic products include "Dopplers" and products for foetal and patient monitoring .
Extended care has a major, global service organisation .
SALES 2005 – 2009
2006 2007 2008 2009 0 2006 2007 2008 2009 EBITA 2005 – 2009 Before restructuring and integration costs SEK m Margin, % % 18 % SHARE OF THE GROUP 2009 Sales, % EBITA, %
I am satisfied with Infection Control's performance in 2009, particularly considering the sometimes arduous conditions that prevailed during the year . Our orders received increased to SEK 5,142 m (4,665), which corresponds to organic growth of 0 .7% . Invoiced sales for the year amounted to SEK 5,094 m (4,682) . Several of our European markets experienced strong trends and the US market showed signs of recovery late in the year .
The level of activity was high, with a number of interesting initiatives that will strengthen our competitiveness in the next few years . These activities span key areas, including production, purchasing, product development, marketing and HR development . Infection Control is gradually becoming stronger and more competitive .
The business area has a target of 5% organic growth annually . To achieve this, we will strengthen our customer offering and our market cultivation, at the same time as we increase investments in product development .
The customer offering will be expanded . Next in line is a new range of attractive consumables and a streamlined offering of new services . We will be able to help our customers further improve their efficiency and achieve increased operational reliability .
Market cultivation is being strengthened in several ways . In Europe, we intend to build out our service organisation further . We will also strengthen the sales teams in several European countries with sales representatives dedicated to specifically defined applications . In the US, we will establish a more efficient sales-team structure with an exceptionally clear focus on the customer . In such countries as Australia, Brazil, India, Japan and China we will accelerate our rate of growth by continuously supplying additional resources . This reinforcement to the existing organisation will also be supplemented by the continued establishment of new sales companies in attractive emerging markets . As an example, we established a proprietary sales company in India in 2009 . Currently underway in the business area is a systematic planning effort to strengthen our exposure in each individual market in accordance with a well-defined step model .
Infection Control has a highly competitive product portfolio . In the future, product development and innovation will also be one of the strongest driving forces for our organic growth . Accordingly, we will continue to increase our investments in product development to be able to launch new and improved products continuously, as we have in recent years . At the same time, the efficiency of the development process will be enhanced through our platform model . The environmental aspect of our products is becoming increasingly important in several markets . Green product performance, meaning low-energy and water consumption, is becoming an increasingly important factor for our customers and is thus key to our development work, along with increasing user friendliness .
At Infection Control, we have the target of strengthening the EBITA margin from its current 13 .7% to 16% by 2012 . To achieve this, we intend to concentrate production to fewer units in 2010 . We will also continue to reduce the scope of internal production and focus proprietary production on assembly and quality assurance, while also increasing our purchasing from low-cost sources . Efforts to systematise and enhance the efficiency of our processes that were initiated in 2008 continued in 2009 with significant improvements . These efforts will also be in focus in 2010 and continuously contribute to an increasingly profitable business .
Overall, we expect these measures to lead to cost savings corresponding to two percentage-point strengthening of our EBITA margin .
Infection Control's strategic cornerstones are market leadership, integrating solutions that contribute to improving our customers' operations, operational excellence and strong business relations through such measures as sales and proprietary service.
The product range primarily comprises equipment and systems for disinfection and sterilisation, and a well established technical service. The business area is active in three market segments: healthcare, life Sciences and elderly care.
Infection Control's aim is to establishalocal presence in all principal markets to ensure strong long-term organic growth through an expansion of its international sales and service organisation . At the same time, economies of scale will be created in all of the business area's functions .
During the year, Infection Control continued its expansion into key markets such as Brazil, Japan and China and establishedanew sales company in India .
Hospital segment customers shall be offered innovative products, which contribute to reducing the risk of the spread of infections, at the same time as staff shall be offered safe and ergonomically correct work environments . Customers in the Life Science segment will be offered products that contribute to process and efficiency enhancements, while simultaneously minimising the risk of contamination .
Investments in product development continued unabated during the year . At the same time, a number of actions were implemented to ultimately strengthen the business area's offering in the areas of service and consumables .
Infection Control shall be characterised by quality, reliability and professionalism in all aspects of the business .
A number of improvement actions were implemented during the year . The implementation of a new business system for all companies in the business area was initiated, QA operations were considerably reinforced, while the organisation is also clearly focused on continuous improvements in all areas .
Infection Control shall have strong ties with customers and opinion-builders and anticipate and satisfy the customers' needs in the best possible way using its consultative work approach .
Infection Control aims to achieve and maintain an EBITA margin of 16% . This target will be achieved through more efficient production, increased purchasing from low-cost countries and more efficient business processes . Organic growth shall be an average of 5% .
The EBITA margin for the full year was 13 .7% . The average for the past five-year period was 13 .9% .
| fIvEyEAr SummAry | 2005 | 2006 | 2007 | 2008 | 2009 |
|---|---|---|---|---|---|
| Orders received, SEK m | 3 896 | 4 286 | 4 494 | 4 665 | 5 142 |
| net sales, SEK m | 3 745 | 4 262 | 4 358 | 4 682 | 5 094 |
| Share of Group's net sales, % | 31 .5 | 32 .8 | 26 .5 | 24 .3 | 22 .3 |
| Gross profit,SEK m | 1 429 | 1 605 | 1 659 | 1 763 | 1 945 |
| Gross margin, % | 38 .2 | 37 .7 | 38 .1 | 37 .7 | 38 .2 |
| Operating cost, SEK m | -918 | -1 044 | -1 034 | -1 126 | -1 261 |
| EBITA*, SEK m | 518 | 577 | 640 | 652 | 700 |
| Share of Group's EBITA, % | 28 .3 | 28 .6 | 24 .1 | 19 .0 | 17 .8 |
| EBITA margin*, % | 13.8 | 13.5 | 14.7 | 13.9 | 13.7 |
| Operating profit, SEK m | 511 | 552 | 625 | 634 | 599 |
| Share of Group's operating profit, % | 28 .4 | 28 .5 | 27 .7 | 22 .0 | 19 .5 |
| Operating margin, % | 13 .6 | 13 .0 | 14 .3 | 13 .5 | 11 .8 |
* Before restructuring and integration costs
DEvElOpMENT cOSTS, SEK M
In 2009, Infection Control increased its orders received by 10.2% to SEK 5,142 m (4,665), corresponding to an organic growth of 0.7% after a strong yearend. The markets that experienced a strong trend during the year were primarily Western Europe and Japan.
| SEK m | 2007 | 2008 | 2009 | +/%* |
|---|---|---|---|---|
| Europe | 2 414 | 2 450 | 2 697 | 3 .8 |
| USA&Canada | 1 448 | 1 419 | 1 659 | 1 .7 |
| Asia & Australia | 546 | 625 | 706 | 1 .1 |
| Other countries | 86 | 171 | 80 | -54 .0 |
| Total | 4 494 | 4 665 | 5 142 | 0.7 |
*Adjusted for currency exchange and acquisitions
Several Western European markets performed very well in 2009, while the markets in Eastern Europe, except Poland, showed weaker trends . Orders received for Europe as a whole amounted to SEK 2,697 m (2,450), corresponding to organic growth of 3 .8% .
In the US/Canada, orders received increased to SEK 1,659 m (1,419) following a weak start to the year, but withastronger year-end . Organically, orders received increased by 1 .7% .
In Asia/Australia, orders received for the area as a whole amounted to SEK 706m(625), corresponding to organic growth of 1 .1% . The Japanese healthcare market in particular experienced a strong trend during the year as a result of the business area's intensified focus on this market . Australia also performed favourably .
In the Other countries area, orders received declined to SEK 80m(171) .
In 2009, Infection Control continued to increase its exposure to markets with high growth opportunities . This specifically entailed that the business area further strengthened its sales organisation during the year in key markets in South America and Asia . The business area also continued its expansion of proprietary sales companies in key markets withanew company in India .
In 2009, Infection Control continued its efforts to expand and strengthen the business areas service offering . The strategy of strengthening national service organisations includes "bolt-on" acquisitions to strengthen national service organisations . The business area also developed a broader service programme that it intends to launch in 2010 . The programme entails major changes for the business area's customers, while it will continue to lead to significant cost efficiency-enhancements for the business area .
| 2007 | 2008 | 2009 | |
|---|---|---|---|
| Proprietary sales companies |
26 | 29 | 31 |
| sales representatives | 234 | 190 | 219 |
| service technicians | 708 | 707 | 755 |
The decline in the number of sales representatives between 2007 and 2008 was due to the new organisation in the US, since Surgical Workplaces sales representatives from Infection Control were transferred to Medical Systems .
the efforts to advance infection control's service offering continued in 2009 . among other improvements, the business area created a broad service programme that will be launched in 2010 .
Product development is an integrated component of the business area's supply chain and a key element of Infection Control's strategy to increase organic growth by offering its customers complete and integrated package solutions. In 2009, the business area invested 2.5% of revenues in product development and product innovation. In recent years, the business area expedited its productdevelopment effort, which led to a number of product launches in 2008 and 2009. The business area is currently working on a number of interesting projects planned for launch in 2010 and 2011. The efficiency of Infection Control's supply chain will be enhanced during the coming year and will contribute to a considerable improvement in the business area's profitability.
A strengthened product range is a cornerstone of Infection Control's aim to create growth . In 2009, the business area increased investments in product development to SEK 125 m (110), while development processes have been made more efficient . The business area also initiated an innovative collaboration with representatives from the academic world and customers . Overall, this means that Infection Control now has a series of interesting development projects andanumber of product launches planned for 2010 and 2011 .
ED-FLOW (an endoscope disinfector) and ISOCYT FREJA (a system for the safe handling of cytotoxins at hospital pharmacies), which were launched in late 2008, were introduced in several of the business area's markets in 2009 . ISOCYT FREJA, which was well received by the business area's customers, has opened hospital pharmacies asanew market niche for the business area . In 2009, the business area launched the CLARO and TABLO disinfectors, among other products . The full market introduction of these products will be implemented in 2010 .
Efficiency enhancements of Infection Control's supply chain are a cornerstone of the business area's aims to increase profitability . The ultimate aim is to reduce the number of production facilities and simultaneously focus proprietary production on assembly and quality assurance . In parallel with these efforts, an increasing share of the business area's component purchases will be made from low-cost countries in Asia and Eastern Europe to further strengthen profitability .
In 2009, the business area implemented major efficiency enhancements inanumber of areas . A new business system is currently being rolled out, cost efficiency has increased in terms of production and the market and the IT structure have been improved . The quality programmes that were initiated in 2008 continued in 2009 with considerably favourable effects on the business area's key processes .
claro is a washer disinfector geared toward smaller clinics and units . the product will be launched in 2010 .
| PrODuCT ArEA | PrODuCTS | mArKET SEgmEnT | mArKET SIzE | COmPETITOrS |
|---|---|---|---|---|
| Disinfection | Washer disinfectors and flusher disinfectors | Hospitals, Life Science and elderly care |
SEK 5,000 m | Steris (US), Miele (DE), Belimed (CH) |
| Sterilisation | Sterilisation equipment, loading equipment and IT systems |
Hospitals and Life Science | SEK 8,000 m | Steris (US), Sakura (JP), Belimed (CH) |
Disinfection includes flusher disinfectors for bedpans and urine bottles and washer disinfectors for chemical and thermal disinfection of instruments and utensils .
STErIlISATIOn
A Getinge autoclave is available for every type of application area in a hospital including steam sterilisation, low-temperature sterilisation for heat-sensitive goods and the sterilisation of fluids .
TrACEABIlITy SySTEmS The Getinge T-DOC was developed to manage all aspects of instrument handling . The modular system currently has more than 400 T-DOC installations in over 30 countries worldwide .
ClEAnIng EQuIPmEnT Research and pharmaceutical production require efficient cleaning of lab glass, equipment, components and other materials .
AuTOClAvES Getinge offers autoclaves for injectable fluid solutions, equipment and containers and an expansive range of steam autoclaves for laboratories .
ISOlATIOn TEChnOlOgy Isolators offeracompletely sealed environment to protect the operator and/or to protect the sterile substance inside the isolator from the surrounding environment .
SySTEm ACCESSOrIES To facilitate the customer's daily work and ensure a strong and efficient work flow, Getinge offers a wide range of products including baskets, racks, distribution systems, counter tops and adjustable packing tables .
COnSumABlES The healthcare sector, pharmaceuticals industry and research industry all need consumables . Getinge offers a broad range in the form of washing detergents, disinfection agents, cleaning agents and biological and chemical indicators .
750 SErvICE TEChnICIAnS With more than 750 service technicians worldwide, service is an element of Getinge's package offering . Our customers are offered installation, validation and prevention maintenance during the entire life of the product .
During the past 15 years, the getinge group has undergone strong expansion. Product development, production and sales are currently conducted worldwide. Our rapid expansion places considerable demands on our ability to manage regional and national differences in such areas as legislation, business traditions and ethics. This work is based on our fundamental values, which are formulated in our Code of Conduct. In 2009, our sustainability initiative intensified. In the following pages, the getinge group's Environmental responsibility, Social responsibility and financial responsibility are presented, along with some examples of the group's and our employees' community involvement.
| environmental responsibility | 40 |
|---|---|
| Quality and environmental certifications | 41 |
| social responsibility | 43 |
| Financial responsibility . |
47 |
| community involvement | 48 |
In 2008, the Getinge Group initiated a systematic effort to establish an efficient and sustainable environmental and climate work, through measures such as updating the Group's environmental policy and formulating the Group's environmental objectives. In 2009, this work continued with the implementation of a Group-wide environmental reporting system. In 2010, the system will be certified and as soon as the quality and reliability of the reported data has been ensured, the Getinge Group will establish a transparent external report with the results of the Group's environmental and climate work. In 2009, another four units were certified in accordance with the ISO 14001 international environmental standard, at the same time as efforts to implement environmentally adapted product development have been advanced.
The Group's overriding environmental objective of optimizing energy consumption and thus reducing the impact on the climate has remained in focus during the year . A number of different local projects have been implemented and contributed to a reduction in energy consumption and thus also to lower costs in the long term . The Group-wide environmental effort has contributed to an increased awareness and involvement in terms of climate and energy issues . This has been displayed through various individual initiatives that have contributed to a reduction in electricity consumption and transports, and more efficient management of waste, among other improvements .
The environmental effort is based on the Group-wide environmental objectives that have been established . A fundamental effort pertaining to the operation's collective environmental impact comprises the basis for the overriding environmental objectives .
Four areas were identified as paramount to the continued environmental activities and Groupwide environmental targets were established for each of these as follows:
In 2009, the Getinge Group established the regular internal reporting of environmental performance . Reports will be issued on a quarterly basis in parallel with the financial statements . Among the parameters that will be reported are fuel consumption, electricity consumption, information regarding waste quantities, recycling and emissions of solvents . The system provides increased opportunities for the follow-up of established environmental targets and shows the results of various initiatives and action being taken in the environmental area .
The Getinge Group has well-functioning local environmental activities . The individual production facilities have systems for the collection and assessment of their individual environmental objectives . In 2010, the Getinge Group will implement a Group-wide environmental reporting system . This will occur in parallel with the internal follow-up work of the individual plants .
The Getinge Group's objective is for all production units to establish environmental management systems that meet the requirements of the international ISO 14001 standard . The implementation of a management system that is regularly evaluated by external certification bodies ensures an active environmental effort . Procedures for all activities that could have a significant impact on the environment are being implemented . Regular follow-ups are conducted on the consumption of resources and other environmental effects, and internal environmental audits will be conducted regularly . Within the framework of the environmental management system, followups of the applicable laws are conducted and there is compliance with other environmental regulations .
The Getinge Group's overall goal is to contribute to a sustainable society. We have taken it upon ourselves to optimize our use of energy and natural resources, minimize our emissions to air and reduce the environmental impact of our waste management.
Accordingly, we shall:
| facility | production | quality certification | Environmental certification | |
|---|---|---|---|---|
| medical Systems business area | ||||
| Antalya | Turkey | Consumables for perfusion products | ISO 13485 | ISO 14001 planned for 2010 |
| Ardon | France | Operating lamps | ISO 9001 and ISO 13485 | ISO 14001 |
| Fairfield/Mahwah* | US | Cardiac assist | ISO13485 | ISO 14001 planned for 2010* |
| Hechingen / Hirrlingen | Germany | Consumables for perfusion products | ISO 9001 and ISO 13485 | ISO 14001 planned for 2010 |
| La Ciotat* | France | Cardiac assist | ISO13485 | ISO 14001 planned for 2010* |
| Rastatt | Germany | Operating tables | ISO 9001 and ISO 13485 | ISO 14001 |
| Solna | Sweden | Ventilators and heart-lung machines | ISO 13485 | ISO 14001 |
| Suzhou | China | Ceiling service units and operating tables | ISO 9001 and ISO 13485 | ISO 14001 (certified in 2009) |
| Wayne | US | Instruments for vascular surgery | ISO 13485 | ISO 14001 |
| Extended Care business area | ||||
| Achel | Belgium | Active patient lifts | ISO 9001 | ISO 14001 (certified in 2009) |
| Akron | UK | Stretchers | ISO 9001 and ISO 13485 | – |
| Cardiff | UK | Diagnostics | ISO 9001 and ISO 13485 | ISO 14001 |
| Eslöv | Sweden | Hygiene systems | ISO 9001 and ISO 13485 | ISO 14001 |
| Magog | Canada | Passive patient lifts | ISO 9001 and ISO 13485 | ISO 14001 |
| Perth | Australia | Medical Beds | ISO 9001 | ISO 14001 planned for 2010 |
| Pretoria | South Africa | Medical Beds | – | ISO 14001 planned for 2010 |
| Poznan | Poland | Therapeutic Surfaces, Medical Beds, DVT cuffs | ISO 13485 | ISO 14001 (certified in 2009) |
| Suzhou | China | Pump consoles for DVT products & therapeutic surfaces | ISO 9001 and ISO 13485 | ISO 14001 |
| Infection Control business area | ||||
| Getinge | Sweden | Sterilisation equipment | ISO 9001 and ISO 13485 | ISO 14001 |
| Lynge | Denmark | Pure steam generators | ISO 9001 | ISO 14001 |
| Paris** | France | Electron-beam sterilisation | ISO 9001 | ** |
| Peiting | Germany | Disinfection equipment | ISO 9001 and ISO 13485 | ISO 14001 |
| Rochester | US | Assembly | ISO 9001 and ISO 13485 | ISO 14001 |
| Rush City | US | Assembly | ISO 9001 | ISO 14001 (certified in 2009) |
| Skärhamn | Sweden | Tabletop autoclaves | ISO 9001 and ISO 13485 | ISO 14001 |
| Sutton-in-Ashfield | UK | Assembly | ISO 9001 | ISO 14001 |
| Suzhou | China | Assembly and pressure vessel production | ISO 9001 and ISO 13485 | ISO 14001 |
| Toulouse (Tournefeuille) France | Disinfection equipment | ISO 9001 and ISO 13485 | ISO 14001 | |
| Vendôme | France | Isolators | ISO 9001 | ISO 14001 (certified in 2009) |
| Växjö | Sweden | Disinfection equipment | ISO 9001 and ISO 13485 | ISO 14001 |
* Facility acquired in 2009 .
** the facility in Paris, France will be consolidated with the facility in Vendôme, France . accordingly, no certification has been planned .
In 2009, additional units were certified: in the Infection Control business area, the management systems at the facilities in Rush City, US and in Vendôme, France were certified and in the Medical Systems business area, the facility in Suzhou, China was certified . The facility in Achel, Belgium in the Extended Care business area also successfully obtained certification for its management system in the past year . Most production at the Getinge Group now takes place at certified facilities .
Within the framework of the management system that was implemented, the suppliers and contractors that are commissioned are also systematically and regularly evaluated . Companies with active environmental and quality efforts are prioritized in conjunction with procurement .
The Getinge Group's operations by necessity also require transports, such as for the delivery of finished products, for service and for the installation of equipment .
In the past year, the Group has implemented a reporting system for the transport of goods . The Getinge Group's most important transportation companies provide quarterly reports, which report information on the transport work in tons per kilometre andacalculation of the carbon emissions resulting from the transports . This information is compiled and serves as documentation for the action plans that the Group will be developing in the next few years . The aim of the action plans is to minimize carbon emissions caused by the Group's transports .
In 2009, the use of service vehicles and the vehicles used in marketing and sales work was also mapped . This included information on fuel consumption and the environmental impact resulting from vehicle use . Regular reporting is now conducted for most of the Group's vehicles in which the distance covered, fuel consumption and carbon emissions are compiled for each individual vehicle .
In 2009,areview of the Getinge Group's global vehicle policy was initiated, which encompasses vehicles for service, marketing and company cars .Apolicy will be developed when guidelines have been implemented in the organisation to focus more intently on the Getinge Group's aim to reduce the Group's environmental impact .
In 2009, efforts to implement procedures for environmentally adapted product development continued . The overriding objective is to monitor resource consumption and other environmental aspects throughout the product's lifecycle . Among other criteria, the products shall be designed for optimal energy consumption and to facilitate efficient recycling .Anumber of training courses in the EcoDesign area were also held during the past year . These courses aim to provide increased awareness and more knowledge regarding the significant effect that design work has on the products' environmental impact . Various methods for improvement in terms of overriding concepts, product platforms, modularisation and product labelling were covered in the training courses . By optimizing the product structures and logistics systems, the Getinge Group's environmental impact will be limited . Through the completed and planned training courses, personnel at the Getinge Group will have the opportunity to not only optimise products, but also to build up a more in-depth understanding of how the Getinge Group's products impact the environment .
The measures implemented in 2009 provide increased opportunities for the ultimate success of the environmental work . This applies to changes in the organisation and the improved reporting of environmental information that was implemented . This work has been audited by the Board, which received presentation of the overriding guidelines and discussed them . Employees have been assigned specific areas of responsibility and resources were used to inform what environmental data is being collected, as well as how and why . This is and will remain important as the environmental effort is intensified .
The key local environmental work that is being conducted will be supplemented by distinct Group-wide guidelines and relevant and quantifiable environmental objectives . Objectives and guidelines for reduced impact from transports and from energy consumption in the production processes will be important areas in this work and will be reported externally in the coming years through the Group's environmental management system .
The getinge group's work in the area of social responsibility is based on the group's Code of Conduct, which describes our relationship both internally with employees and externally with customers and suppliers. The getinge group aims to offer good and safe work environments, marketbased and fair salaries and a discriminationfree environment that stimulates employee development. The getinge group's Code of Conduct is based on international principles, such as the un's universal Declaration of human rights, IlO's fundamental principles for rights at work and the OECD's guidelines for multinational corporations.
The Getinge Group's work with health and safety matters is based on national legislation, international regulations and the company's own requirements .
The Group strives to offer a safe and non-discriminating work environment for the company's employees worldwide and is conducting a continuous and long-term effort in this area . This safety approach is particularly apparent at the Group's newly established plants in China, Poland and Turkey .
The Group's sick leave in 2009 totalled 3 .2% (3 .3) among the Group's Swedish companies . The number of accidents per one hundred employees amounted to 2 .56 (3 .01) . No serious accidents occurred during the year .
The Getinge Group conductsacontinuous dialogue with its employees to create strong work relationships and to provide a base for improvements . The dialogues take place primarily at a local level, but also centrally with employee representatives from the European Works Council (EWC) .
Strong and respectful relationships with employees and their trade union representatives are very important to the Getinge Group, which is characterised by high growth and rapid changes in its company structure . In 2009, the partnership with the EWC was intensified and advanced . A new structure for the partnership has ensured an efficient flow of information and the quality of the regular meetings was further improved . The employee representatives were also provided with training courses in the Group's organisation, governance and management .
The Getinge Group endeavours to create a business with extensive overall expertise and a wide range of experience to create a dynamic organisation that can advance the company . An example of this focus is the recruitment of managers to the Getinge Group's companies worldwide . Many of the Getinge Group's company managers come from the countries in which they work . In this way, the Getinge Group as a whole receives a greater understanding of local conditions and strong insight into the various cultures, while the risk of culturally related errors is limited substantially . At the same time, there are several internationally active managers who have worked at the Getinge Group foralong time and have been active in a number of different countries and thus become key bearers of the Getinge Group's culture .
ExcERpTS fROM THE gETINgE gROUp'S cODE Of cONDUcT:
Work environment. The Getinge Group aims to be an attractive employer by creatingawork environment based on cooperation, responsibility and openness. Strong emphasis is placed on the employees' wellbeing, and the company shall provide safe and healthy work environments on par with best practice.
Getinge Group aims to maintain strong ties with every employee through company information and participation processes and to respect organisational freedom and the right to collective negotiations and agreements.
The Code of Conduct is available in its entirety on the getinge group's website: www.getingegroup.com
Total sick leave in relation to normal working hours in the Parent Company and Swedish Group Companies .
Number of accidents per 100 employees .
lecture in China during one of the training courses that the getinge group conducted in 2009.
To advance the Getinge Group's operations at a fast pace, the Group must be able to recruit, develop and retain qualified employees . Following an analysis in 2008 of the company's need for specialist and management skills and the Group's demographic structure, the Getinge Group's HR function implemented a vast number of activities, systems and programmes in 2009 that will ultimately have a favourable impact on the Group's advancement .
The new leadership programme that was developed in 2008 was implemented in the organisation in 2009 . During the year, 187 people participated in one of the Group's training initiatives, which encompass basic management training, training courses that are geared toward experienced managers and senior project managers, and five customised training programmes that the Group launched in partnership with the Copenhagen Business School and the University of Glasgow for advanced studies in various professional and subject areas .
Multicultural elements playakey role in several of the training programmes and also constitute an increasingly important function since the Getinge Group as a company is represented in a large and growing number of countries .
The training programs ensure that the Group is up-to-date and well informed regarding the use of the latest and best-developed methods for management/optimisation of production processes or market analyses, for example . The programme also increases the awareness of the benefits of lifelong learning .
The recruitment process has also been systematized . The analysis and evaluation of new employees is not just to assess their actual knowledge and experiences, but it is also meant to ensure that the individual's values correspond to those of the Getinge Group . The most experienced and theoretically knowledgeable individual is not always best for the company if the individual in question does not value and support the Getinge Group's culture, such as the Group's business ethics .
Production at Medical systems' plant in suzhou, china .
The getinge group established its first plant in China in 2004, when the Infection Control business area commenced production at an entirely new facility in Suzhou, by the yangtze river. Another two production facilities have been established since then and today, the medical Systems business area (established in 2006) and the Extended Care business area (established in 2009) have production in Suzhou.
Production at all facilities is conducted in accordance with the highest standards regarding premises, equipment and safety aspects and has contributed to strengthening competitiveness in all business areas . All production is certified in accordance with the ISO 13485 quality standard and the ISO 14001 environmental standard .
The proper work environment and the thorough work with health and safety at the facilities in Suzhou are apparent in the statistics . In 2009, no accidents were reported . There were nine reported incidents for the three facilities . Sick leave amounted to 1% and employee turnover was 5 .7% . The continuous work with health and safety at the three facilities essentially encompasses regular activities such as information, production safety, fire drills and basic training in first aid . In addition, several measures were taken to protect the employees from the H1N1 virus and foot and mouth disease, which are wide-spread in China .
Employees are also regularly offered health checkups and each employee is given healthcare insurance .
The management at each plant conducts regular activities with the employees . These activities encompass regular informational meetings, as well as such activities as Christmas parties, team-building exercises and various types of preventive-healthcare activities .
The Getinge Group's Code of Conduct presents how the company and its employees shall conduct operations in accordance with ethical principles and applicable laws and regulations . In 2009, the Getinge Group launched a web-based training programme with various commercial and ethical questions .
In pace with the Getinge Group's operations expanding through company acquisitions and the establishment of new operations in various parts of the world, efforts involving the company's fundamental values are becoming increasingly important . Operations in new cultures, with new employees, bring new and different questions and require new answers . Accordingly, the culture at the Getinge Group will continue to evolve and be refined, at the same time as the fundamental values remain the same .
In many of the countries where Getinge is active, health and safety in the workplace is regulated by national legislation . However, the Getinge Group is also active in countries where this legislation is significantly weaker and where human rights are occasionally ignored . Despite this, Getinge places the same demands on its various operations in terms of health and safety, discrimination and ethics regardless of where in the world operations are conducted .
For Getinge Group operations in countries with weaker legislation, the company's Code of Conduct is of the utmost importance and governs the Group's health and safety activities for employees and the Getinge Group's absolute requirements for proper business ethics in the absence of legislation .
medical Systems' facility in Solna, Sweden, develops and produces the business area's ventilators. The company also conducts advanced research in partnership with the academic world, which has resulted in such innovations as the revolutionary nAvA technology. The company has slightly less than 400 employees, of whom about 130 work with research and development, 150 in production and 100 in administration (60 in sales, marketing and applications, and 40 administration).
The facility in Solna has long been characterised by low sick leave and few incidents and accidents . In 2009, the company had sick leave of 2% . There were three incidents, two of which were work-related, while the third occurred on the way to work . None of the incidents led to long-term sick leave .
The strong results in health and safety have been achieved throughalong-term holistic work approach that involves the physical and psychological work environment . In partnership with trade-union representatives, the management in Solna has worked with the company's values, continuous information and leadership issues to create a safe work environment with well-defined responsibilities and authority . The company also has well-functioning processes to guide employees on long-term sick leave back to work .
The plant in Solna also works actively with preventive healthcare issues and encourages employees to participate in various preventive healthcare initiatives . Examples of this in 2007 and 2008 included lectures on stress management and employees were given the opportunity to use their preventivehealthcare contributions toward weight-loss programmes . In 2009, this work was conducted independently in the form ofafitness club that was sponsored by the company .
Overall, the continuous health and safety efforts have resulted in low sick leave, few incidents and accidents andalow employee turnover .
The getinge group's sustainability initiative also aims to ensure the group's longterm earnings capacity and strengthen the company's competitiveness. The sustainability effort has a favourable impact on the group's ability to attract and retain customers and employees.
The Getinge Group creates value for its shareholders through annual dividend payments and the share's long-term development . Approximately one third of profit after tax is distributed to the company's shareholders . The remaining two thirds are reinvested in the company . Since its listing in 1993, the share dividend has increased annually by an average of 21 .9% . For 2009, the proposed dividend is SEK 2 .75 per share (2 .40) .
The Getinge Group's customers are found in the healthcare sector . Through its operations, the Getinge Group contributes to enhancing care and making it more efficient, which in the long term leads to the release of resources for additional care production . The Group has long been a major player in the European healthcare market . The expansion of recent years means that the company's customers are currently found in all corners of the world .
In 1993, the Getinge Group had an average of 928 employees . In 2009, 12,146 people received salaries and other benefits from the Group . In 2009, salary costs amounted to SEK 5,553 m and social security contributions totalled SEK 1,265 m . The Getinge Group annually makes substantial investments in various types of personnel development .
In many countries, the Group's employees are covered by defined-contribution pension plans . The pension plans primarily entail retirement pensions . The premiums are paid continuously throughout the year by each Group company to separate legal entities, such as insurance companies . Certain employees pay a portion of the premium themselves . The size of the premiums that the employee and the Group company pay is generally based on a certain percentage of the employee's salary . In 2009, the total net cost for pensions amounted to SEK 290 m . For further information regarding the Group's pension obligations, see Note 22 of the consolidated financial statements .
In recent years, Getinge has completed a number of investments in production facilities and sales companies in several emerging markets . New plants have been opened in China, Poland and Turkey . This creates new employment opportunities and favourable work situations for employees in these countries .
| 2009 | 2005 | |
|---|---|---|
| 65 | Europe | 74 |
| 23 | uSA & Canada | 20 |
| 10 | Asia & Australia | 5 |
| 2 | Other countries | 1 |
The getinge group endeavours to make a positive contribution to the countries in which the company is active. Employees are encouraged to actively participate in social issues, but the company does not make any contributions to political parties and makes no political donations. Asarule, charitable contributions shall be made to highquality research and development in the medical technical area.
The Getinge Group's most distinct contribution to the development of society is the company's core business . People all over the world are currently alive asaresult of the Getinge Group's business and major investments in the development of new products . In 2009 alone, SEK 1,123 m was invested in product development . Patients at surgical clinics and intensive care units are in daily contact with the Getinge Group's products . Everyday life for elderly and handicapped people is made easier and more dignified with the Group's lifting equipment and hygiene systems . Getting to the toilet or being able to take a shower inacomfortable and dignified manner isakey element foragood life for many elderly people . The Getinge Group also contributes to making the care sector safer, particularly in terms of infection control . A lack of hygiene in the application of healthcare can have dire consequences . Accordingly, the Getinge Group's infection control systems are vital to maintaining good and safe care . The Getinge Group's products are also designed to provide favourable and safe environments for healthcare personnel .
One of the fundamental ideas in all of the business that the Getinge Group conducts is local involvement and local decision-making . Accordingly, most initiatives and decisions regarding various types of activities are made atalocal level . This way of working enables substantial involvement and quick decisions . Activities are conducted by the Getinge Group's local companies and by individual employees .
School pupils in Rastatt create fashionable attire from operating clothes in an art studio organised by the Education Opportunity Rastatt Foundation .
The Bildungschance rastatt (Education Opportunity Rastatt) Foundation was formed on the initiative of MAQUET employees (Medical Systems business area) . In addition to other activities, an art workshop has been organised at MAQUET's plant in Rastatt in Germany during the past two andahalf years . The plant is open daily for children and pupils from local schools and preschools and entry is free . Since the workshop was opened, it has had more than 7,500 visitors . Under the management of the art workshop's head, the Rastatt-based artist Gina Plunder, the children and youth become acquainted with the world of art .
In a project that received attention that was recently implemented, young people were given the opportunity to design fashionable attire based on operating clothes and various left-over material . Five girls and five boys created imaginative outfits from operating gowns, anti-piping compound, gauze bandages, old curtains, remnants, cardboard, steel wire, CDs and artificial flowers . Everything was sewn together with the help of staplers and glue and, where needed, needle and thread .
As part of the project,abrief overview of fashion history was also presented . Before the young people began the project, they had prepared outlines, written drafts with their ideas and tested some of them–which they
hadafun time doing . This resulted in works of art that are actually fine to wear . These extravagant outfits were subsequentlyamajor success when the young artists presented them in front ofalarge audience at the Surgical Academy in Rastatt in the form of a fashion show that the youngsters also choreographed themselves .
| Corporate Governance Report | 50 |
|---|---|
| Internal control | 54 |
| Board of Directors and auditors | 56 |
| Group management | 58 |
The corporate governance of the getinge group is based on Swedish legislation (primarily the Swedish Companies Act), the Articles of Association, nASDAQ OmX Stockholm's rules and regulations for issuers and the regulations and recommendations issued by relevant organisations. The getinge group applies the Swedish Code of Corporate governance ("the Code"). The Code is based on the principle "comply or explain." This means that a company that applies the Code may deviate from regulations of the Code, but must provide explanations for each deviation. The getinge group complies with the Code's regulations and presents an explanation below for any deviation from the Code's regulations in 2009.
This report does not constitute an element of the formal Annual report and has not been audited by the company's auditors.
The articles of association are available on the Group's website at www .getingegroup .com .
At the end of 2009, the Getinge Group had slightly more than 45,000 shareholders according to the share register maintained by SIS Ägarservice AB . The share capital of the Getinge Group at the end of the year comprised 238,323,377 shares, of which 15,940,050 shares were Class A and 222,383,327 shares were Class B . One ClassAshare carries ten votes and one ClassBshare carries one vote . Trading in the Getinge Group's shares is executed on NASDAQ OMX Stockholm . The Getinge Group's market capitalisation amounted to SEK 32 .5 billion as of 31 December 2009 . Information regarding the Getinge Group's ownership structure, share trend, etc ., is presented on pages 4-5 .
The Getinge Group's governance and development activities are governed by decisions made by a number of company bodies, with the General Meeting as the highest decision-making body . At the General Meeting, shareholders exercise their voting rights in accordance with Swedish corporate legislation and the Getinge Group's Articles of Association . The General Meeting elects the Board of Directors and auditors . The other tasks of the General Meeting include adopting the company's balance sheets and income statements, deciding on the allocation of earnings in the operation and deciding on discharging the members of the Board and the CEO from liability . The General Meeting also decides on remuneration to the Board of Directors and auditors' fees and guidelines for remuneration to senior executives .
A total of 739 shareholders, representing 51 .4% of the number of shares and 69 .7% of the total number of votes in the company, participated at the Getinge Group's Annual General Meeting on 21 April 2009, in Halmstad . The entire Board of Directors, the CEO, the Chief Financial Officer and the company's auditor were present at the meeting .
The Annual General Meeting re-elected Board members Carl Bennet, Johan Bygge, Rolf Ekedahl, Carola Lemne, Johan Malmquist, Margareta Norell Bergendahl and Johan Stern . Carl Bennet was elected Chairman of the Board . It was noted that the employee-representative organisations appointed Jan Forslund and Bo Sehlin as Board members, and Sten Börjesson and Daniel Moggia as deputy members .
The Annual General Meeting approved the Board's proposal that a dividend of SEK 2 .40 be paid and discharged the members of the Board and the CEO from liability for the 2008 financial year . The Annual General Meeting also resolved on fees to the Board and adopted the Board's proposal on guidelines for remuneration to senior executives .
The minutes from the Annual General Meeting are available at www .getingegroup .com .
It was resolved at the 2005 Annual General Meeting that a Nomination Committee shall be established, consisting of the Chairman of the Board and members representing each of the company's five largest shareholders as per 31 August each year and a representative of the minority shareholders . The Chairman of the Board will convene the Nomination Committee annually during the fourth quarter . If any of the five largest shareholders should waive their right to appointarepresentative to the Nomination Committee, or if a member leaves the Nomination Committee before his/her work is complete, that right shall be transferred to the shareholder who, after these shareholders, has the largest shareholding in the company . The Nomination Committee's composition shall be announced to the company in such time that it can be made public at least six months before the Annual General Meeting . The Nomination Committee's task shall be to put forward proposals regarding the election of the Chairman of the Annual General Meeting, the Chairman, Vice Chairman and other members of the Board, election of auditors, as well as fees for Board members and auditors . The majority of the Nomination Committee's members shall be Board members, and neither the CEO nor any other member of the company's executive management shall be members of the Nomination Committee . The Nomination Committee shall choose a Chairman from among its own members .
The composition of the Nomination Committee prior to the Annual General Meeting in 2010 was made public on 16 October 2009 and all shareholders have had the opportunity to submit nomination proposals to the Committee . The Nomination Committee conducts an evaluation of the Board and its work . Thereafter, a proposal for the new Board is drawn up and submitted with the notice of the forthcoming Annual General Meeting .
The Nomination Committee holds meetings as required, with at least one meeting per year . Prior to the 2010 Annual General Meeting, the Nomination Committee was convened on three occasions . For the 2010 Annual General Meeting, the Nomination Committee consists of the following representatives of the largest shareholders:
Carl Bennet, Chairman and contact person, representing Carl Bennet AB marianne nilsson, representing Swedbank Robur AB Bo Selling, representing Alecta
Anders Oscarsson, representing AMF Pontus Bergekrans, representing SEB Wealth Management
Olle Törnblom, representing minority shareholders
Chairman of the Board Carl Bennet was appointed Chairman of the Nomination Committee prior to the 2010 Annual General Meeting, which deviates from the rules of the Code . The company's largest shareholders have explained that the reason for this appointment is that the Chairman of the Board is very well suited to lead the Nomination Committee in an effective manner to achieve the best results for the company's shareholders .
As a basis for its proposal to the 2010 Annual General Meeting, the Nomination Committee has made an assessment as to whether the
current Board of Directors is suitably composed and meets the demands that are placed on the Board in view of the company's situation and future focus . The Nomination Committee's proposal will be published not later than in conjunction with the notice of the Annual General Meeting .
The Board is the company's highest administrative body under the General Meeting . The Board is responsible for the organisation of the company and the management of its affairs . It is also the Board's duty to ensure that the organisation of the accounts and management of assets includes satisfactory controls .
According to the Articles of Association, Getinge's Board of Directors shall comprise not fewer than three and not more than seven members . The Board members are elected annually at the Annual General Meeting to serve for the period up to and including the next Annual General Meeting . The Board held its first meeting on 21 April 2009 and convened eight times during the year, with an average attendance rate of 96% . The Board also convened a meeting in January 2010, at which the results for 2009 were addressed and then published . With the exception of the CEO, no member of the Getinge Group's Board holds an operative role in the company . A more detailed description of the Board of Directors and CEO is presented on pages 56-57 .
At the 2009 Annual General Meeting, it was decided that fees would be paid to the Board in the total amount of SEK 2,975,000, of which SEK 850,000 to the Chairman and SEK 425,000 each to the other Board members, who are elected by the Annual General Meeting and are not employees of the Group . Furthermore, it was decided that fees for the work of the Auditing Committee were to be paid in the amount of SEK 500,000, of which SEK 200,000 to the Chairman and SEK 100,000 each to the other members, and that fees for the work of the Remuneration Committee were to be paid in the amount of SEK 250,000, of which SEK 100,000 to the Chairman and SEK 75,000 each to the other members .
The role of the Chairman of the Board is to lead the Board's work and ensure that the Board fulfils its mandate . The Board's work follows an annual agenda programme, dedicated to securing the Board's information needs, and is otherwise determined by the formal work plan approved each year by the Board concerning the distribution of assignments between the Board and the CEO, including important issues requiring a Board decision . The content and presentation of the information provided to the Board by management is strictly regulated and the formal work plan ensures that the Board annually reviews its own procedures .
The Secretary of the Board meetings is Ulf Grunander, Chief Financial Officer . At its ordinary meetings, the Board addresses set items in compliance with the Board's formal work plan, including the business situation, budget, yearend financial statements and interim reports, as well as comprehensive issues related to the economy and related cost issues, company acquisitions and other investments, long-term strategies, financial matters, and structural and organisational changes .
To increase efficiency and broaden the Board's work on certain issues, two committees have been established: the Auditing Committee and the Remuneration Committee . The delegation of responsibilities and duties, and decision rights held by these committees are stipulated in the Board's formal work plan . Minutes are prepared to record the issues addressed and the decisions made at these committee meetings, and reports are then made at the subsequent Board meeting .
The Getinge Group fulfils the requirements for independent Board members as stipulated in the Code . It is the opinion of the Nomination Committee that Johan Malmquist, in his capacity as CEO, is not to be regarded as independent in relation to the company and executive management, and that Carl Bennet and Johan Stern, as representatives and Board members of Getinge's principal owner Carl Bennet AB, are not to be regarded as independent in relation to the largest shareholders . The Nomination Committee deems the other Board members elected by the General Meeting – Johan Bygge, Rolf Ekedahl, Carola Lemne and Margareta Norell Bergendahl – to be independent in relation to the company, executive management and the largest shareholders .
The Board annually appoints the Getinge Group's Remuneration Committee, and in 2009, it consisted of Board members Carl Bennet (Chairman), Margareta Norell Bergendahl and Johan Stern .
A total of three meetings were held in 2009, at which minutes were taken, with informal contact between these meetings as necessary . All committee members were present at all meetings during the year .
The committee isabody within the company's Board, with the task of drafting matters related to remuneration and other terms of employment for executive management . The committee also has the task of preparing guidelines regarding remuneration for executive management, which the Board will present as a proposal to the Annual General Meeting .
The Remuneration Committee's assignments in 2010 will be adapted so that the ordinances pertaining to the Remuneration Committee in the revised Code are fulfilled not later than on 1 July 2010, in accordance with the applicable transition rules .
The Board annually appoints the Getinge Group's Auditing Committee, and in 2009, it consisted of Board members Johan Bygge (Chairman), Rolf Ekedahl, Carola Lemne and Johan Stern .
The committee isabody within the company's Board, with the tasks of drafting matters for the Board related to the quality assurance of the company's financial reporting and maintaining ongoing contact with the auditors to keep informed of the focus and scope of the audit . The committee shall assist the Board in these matters and report its observations, recommendations and proposed measures and decisions to the Board . In addition, the Auditing Committee establishes guidelines for other services than auditing for which the company may engage its auditors . The committee's tasks also include assessing the auditing activities and passing on this information to the Nomination Committee and assisting the Nomination Committee in producing proposals for auditors and fees for auditing services .
The committee held five meetings in 2009, at which minutes were taken, with informal contact between these meetings as necessary . All members were present at all meetings during the year . The Auditing Committee also held a meeting in January 2010, at which the audit of 2009 was addressed . The company's auditors participated in all of the Auditing Committee's meetings . The committee discussed and established the scope of the audit together with the auditors .
The Board of Directors monitors the quality of the company's financial reporting by issuing instructions to the CEO and the Auditing Committee and by establishing requirements concerning the content in the reports on financial conditions, which are regularly submitted to the Board through the instructions issued for financial reporting . The Board considers and quality assures financial reporting, such as the year-end report and Annual Report, and has delegated to the executive management the task of ensuring the quality of press releases containing financial information and presentation material in conjunction with meetings with the media, owners and financial institutions .
Auditors are elected by the General Meeting every four years . The tasks of the auditors are to examine on behalf of the shareholders the annual report and accounts and the administration of the Board of Directors and CEO . At the 2008 Annual General Meeting, the accounting firm Öhrlings PricewaterhouseCoopers AB was elected as auditor for the Getinge Group until the conclusion of the 2012 Annual General Meeting .
The auditor in charge is the authorised public accountant Magnus Willfors and the co-auditor is the authorised public accountant Johan Rippe . Neither Magnus Willfors nor Johan Rippe hold any shares in the company .
When Öhrlings PricewaterhouseCoopers AB is engaged to provide services other than auditing services, such assignments take place in accordance with the regulations determined by the Auditing Committee for approval of the nature and scope of the services and the fees for such services . It is the Getinge Group's assessment that the performance of these services has not jeopardised Öhrlings PricewaterhouseCoopers AB's independence . Such services have primarily concerned indepth reviews and special examination assignments . Note 5 on page 76 presents the full amounts of remuneration paid to auditors in the past three years .
The company's auditors have participated in all of the Auditing Committee's meetings and one Board meeting . In conjunction with the Board meeting, the auditors heldameeting with the Board in which no members of executive management participated .
There are no outstanding share or share-price related incentive programmes for Board members, with the exception of the CEO . Shareprice related incentive programmes to certain senior executives in the Getinge Group are presented on page 86 .
The CEO is responsible for ensuring that the ongoing management of the company is handled in accordance with the guidelines and instructions provided by the Board . The CEO shall obtain assurance that, on the basis of a satisfactory control system, the company complies with legislation and ordinances, NASDAQ OMX Stockholm's regulations for issuers and the Code . The CEO is also to ensure that the Board receives as factual, detailed and relevant information as required by the Board in order to make well-founded decisions . In addition, the CEO is to maintain a continuous dialogue with the Chairman of the Board and keep him informed of the progress and financial position of the company and the Group .
The CEO and other members of Group management continuously hold meetings to review monthly results, update forecasts and plans and discuss strategic matters . The Getinge Group's management comprises seven individuals, who are presented on page 58 .
Group management deals with Group-wide issues in addition to operative matters related to each business area . Group management consists of the CEO and the business area managers as well as the Chief Financial Officer and Vice President of Human Resources .
The Getinge Group's organisation is designed in such a manner that it is able to react quickly to changes in the market . Operative decisions are therefore made at company and businessarea level, whereas overall decisions on strategy and focus are made by the Getinge Group's Board of Directors and Group management .
The Board is responsible for ensuring that an effective system for internal control and risk management is in place . The CEO has been delegated the responsibility of creating the necessary prerequisites to work with these issues . Both Group management and managers at various levels in the company have this responsibility in their respective areas . Authorities and responsibilities are defined in policies, guidelines and descriptions of duties .
The 2009 Annual General Meeting established guidelines for the remuneration of senior executives, primarily entailing the following . Remuneration and other employment terms and conditions for senior executives shall be market-based and competitive in every market where the Getinge Group is active so as to attract, motivate and retain skilled employees . The total remuneration package to senior executives shall comprise basic pay, variable remuneration, pension and other benefits . Variable remuneration shall be limited and based on previously established targets . In addition to the aforementioned variable remuneration, other approved share and share-price related incentive programmes may arise . The Board shall be entitled to deviate from the guidelines if there are particular reasons in individual cases to do so .
| name | year elected |
Assignments | Attendance at Board meetings |
Attendance at Committee meetings |
Independent in relation to the company 1 |
Independent in relation to the company's major owners 1 |
|---|---|---|---|---|---|---|
| Carl Bennet | 1989 | Board member elected by the AGM . Chairman of the Board . Chairman of the Nomination Committee . Chairman of the Remuneration Committee |
8/8 | 3/3 | Yes | No 2 |
| Johan Bygge | 2007 | Board member elected by the AGM . Chairman of the Auditing Committee . |
8/8 | 5/5 | Yes | Yes |
| Sten Börjesson | 2007 | Board member appointed by employees . | – | – | n/a | n/a |
| Rolf Ekedahl | 2004 | Board member elected by the AGM . Member of the Auditing Committee . |
8/8 | 5/5 | Yes | Yes |
| Jan Forslund | 2006 | Board member appointed by employees . | – | – | n/a | n/a |
| Carola Lemne | 2003 | Board member elected by the AGM . Member of the Auditing Committee . |
6/8 | 5/5 | Yes | Yes |
| Johan Malmquist | 1997 | Board member elected by the AGM . | 8/8 | – | No 3 | Yes |
| Daniel Moggia | 2008 | Board member appointed by employees . | – | – | n/a | n/a |
| Margareta Norell Bergendahl | 2004 | Board member elected by the AGM . Member of the Remuneration Committee . |
8/8 | 3/3 | Yes | Yes |
| Bo Sehlin | 2006 | Board member appointed by employees . | – | – | n/a | n/a |
| Johan Stern | 2004 | Board member elected by the AGM . Member of the Auditing Committee . Member of the Remuneration Committee . |
8/8 | 5/5 3/3 |
Yes | No 4 |
| Total | 96% | 100% | 6 of 7 | 5 of 7 |
| name | Board fee | Committee fee | Total |
|---|---|---|---|
| Carl Bennet | 850 000 | 100 000 | 950 000 |
| Johan Bygge | 425 000 | 200 000 | 525 000 |
| Rolf Ekedahl | 425 000 | 100 000 | 625 000 |
| Carola Lemne | 425 000 | 100 000 | 525 000 |
| Margareta Norell Bergendahl | 425 000 | 75 000 | 500 000 |
| Johan Stern | 425 000 | 175 000 | 600 000 |
| Total | 2 975 000 | 750 000 | 3 725 000 |
| meeting 1 | Year-end financial statement . Review of operations . |
|---|---|
| meeting 2 | Review of operations . |
| meeting 3 | Review of operations and matters to address at the Annual General Meeting . |
| meeting 4 | Financial statement for first quarter . Review of operations . |
| meeting 5 | Financial statement for second quarter . Review of operations . |
| meeting 6 | Meeting in USA with review of operations for the Group's US companies . |
| meeting 7 | Financial statement for third quarter . Review of operations . |
meeting 8 Budget . Review of operations .
The Board of Directors is responsible for the internal control in accordance with the Code. This report has been prepared in accordance with Section 10.5 of the Code and is thus limited to internal control risk management with respect to financial reporting. This report does not form a part of the formal Annual report and has not been reviewed by the company's auditors.
At the Getinge Group, internal control over financial reporting is an integral part of corporate governance . It comprises processes and methods to safeguard the Group's assets and accuracy in the financial reporting, and in this manner, protects the owners' investment in the company . To organise the work, the Getinge Group proceeds from the COSO framework ("Internal Control–Integrated Framework" launched in 1992 by the Committee of Sponsoring Organisations (COSO) of the Treadway Commission), which constitutes a structured basis for its evaluation and follow-up of the internal control of financial reporting .
The Getinge Group's organisation is designed to quickly respond to changes in the market . Operational decisions are therefore made at company or business-area level, while decisions on strategy, focus, acquisitions and general financial issues are made by the Getinge Group's Board and Group management . The internal control of financial reporting within the Getinge Group is designed to handle these conditions .
The basis of the internal control of the financial reporting comprises the control environment including the organisation, decision chains, authorities and responsibilities documented and communicated in steering documents . Some of the most significant components of the control environment in the Getinge Group are documented in the form of the Code of Conduct (including the Social Responsibility Programme), HR policies, Financial Policy, Accounting Manual and work descriptions .
Each year, the Board adopts a formal work plan that regulates the duties of the Chairman and the CEO . The Board has established an Auditing Committee to increase knowledge of the level of transparency and control of the company's accounts, financial reporting and risk management, and has establishedaRemuneration Committee to manage remuneration to company management .
Each business area has one or more administrative centres that are responsible for the dayto-day handling of transactions and accounting . Each business area has a financial manager, who is responsible for the financial control of the business unit and for ensuring that the financial statements are accurate, complete and submitted in good time prior to consolidated reporting .
To provide the Board of Directors with information upon which they can base the level of internal governance and control, the Getinge Group continued its thorough review and analysis of existing governance processes and internal controls during 2009 . The review was based on analyses of how the significant areas of the COSO framework are reflected in the Getinge Group's organisation .
In practical terms, this meant that the Group assessed and verified the steering documents and guidelines forming the basis of the Getinge Group's business control, that is, the Group-wide controls . This review was based on the principles of the components of the COSO framework (Control environment, Risk assessment, Control activities, Information and Communication, Follow-up/Monitoring) .
Risk assessment is based on the Group's financial targets . The overall financial targets have been defined and are mostly industry specific . By conducting quantitative and qualitative risk analyses based on the consolidated balance sheet and income statement, the Getinge Group can identify the key risks that could threaten the achievement of business and financial targets . In addition, several units in each business area are analysed to gainamore detailed understanding of the actual application of the existing rules and regulations . Accordingly, measures to minimise identified risks are formulated centrally within the Group .
Risk analyses are regularly conducted by the financial managers from the three business areas for the purpose of identifying areas that could be improved and possible new risk areas in the company's own organisational structure, in internal processes or in accounting regulations .
The identified risks related to financial reporting are handled by the company's control activities . For example, there are automated controls in IT-based systems that handle authority levels and rights to authorisation, as well as manual controls, such as duality in the current recording of transactions and closing entries . Detailed financial analyses of results and follow-ups against budgets and forecasts supplement the operation-specific controls and provide overall confirmation of the quality of the reporting .
With a focus on materiality and risk, in 2006, the Getinge Group divided the Group's reporting units into groups, in which materiality and risk hadadirect impact on control documentation . In accordance with this focus, the companies subsequently documented the businesscritical processes in a Group-wide manner . An important element of the work has been to identify and describe the business-related control activities deemed critical to limiting significant errors in the financial reporting .
The Group follows standardised templates and models to identify and document processes and controls . These were developed through a number of pilot projects in each business area during the spring of 2006 . The experiences from these projects were jointly analysed by all business areas and were subsequently converted into tangible simplifications and improvements for users . In conjunction with the initiation of each local documentation project, special training activities were also implemented for project participants in preparation for the work .
The Group has information and communication procedures to promote completeness and accuracy in the financial reporting . Policies, manuals and work descriptions are available on the company's intranet and/or in printed
| risk assessments | financial reporting |
Production and stockintrade |
Purchasing | revenue: Products |
revenue: Services |
||
|---|---|---|---|---|---|---|---|
| ACTIvITIES | The business areas' controllers analyse each item in the business area's income statement and |
Self-assessment: about 50 of the Group companies conduct an annual web-based self-assessment of their operations . The assessment is primarily aimed at ensuring that all central processes and routines are documented in a reliable manner and that procedures are followed . |
|||||
| balance sheet . | In 2009, the self-assessment was validated at all 50 companies . | ||||||
| rEPOrTIng | The risk analyses, the completed self-assessments and validation of self-assessments are reported to the Auditing Committee . | ||||||
| The Auditing Committee reports on the Group's internal control to the Board of Getinge AB . | |||||||
| Publication of the Company's internal control report in the Annual Report and on the Group website . |
form . Information channels were established to monitor how efficiently the internal controls in the Group function and data from these will be regularly presented to the relevant parties within the organisation via implemented reporting tools .
During 2006 and 2007, the Group's information and distribution channels were structured to facilitate internal control work and to ensure efficient communication throughout the organisation . Examples of this work include an improved intranet, the development and communication of practical guidelines for internal control work and the introduction of a Group-wide reporting system for internal control .
The finance department and management perform monthly analyses of the financial reporting at a detailed level .
The Auditing Committee follows up the financial reporting at its meetings and the company's auditors report on their observations and recommendations . The Board receives financial reports on a monthly basis and the company's financial situation is discussed at every Board meeting .
The efficiency of the internal control activities is regularly followed up at different levels in the Group and comprises an assessment of the design and operative function of key control elements that have been identified and documented .
Since 2006, the Getinge Group works with a formalised process for the follow-up and evaluation of the effectiveness of documentation and control activities . The control consists of both a Group-wide IT-based tool for self-assessment and validity checks of the self-assessments . The validity checks are carried out by controllers from one of the other business areas . During 2009, self-assessments were conducted at some 50 of the most important operating units within the Group . Thorough validity checks were then performed at all of these companies in cooperation with the auditors . The selfassessment and the validity check function encompass the processes relating to financial reporting, production, inventories, purchasing and revenues from products and services .
The system of self-assessment and validation provides the Board with a good view of how the Group handles different flows of information, how the Group reacts to new information and how the various control systems function .
The comprehensive follow-up showed that
the documentation and control activities of the companies on which validity checks were performed are well-established in all material respects .
Based on the internal control that was conducted, the Board has decided that there is no need to introduceaseparate audit function (an internal audit function) .
In 2010, the continuing work with internal control in the Getinge Group will principally be focused on the COSO areas of Risk Assessment, Control Activities and Follow-up/ Monitoring . An update of the risk analysis as regards relevant control processes and risk areas is conducted as a recurring annual activity and it is likely that the major acquisitions made by the Group in 2009 will significantly impact the internal control work in 2010 .
In the Control Activities COSO area, resources will be used to document future processes resulting from the annual risk analysis . Depending on the outcome of the implemented self-assessment, it may be necessary to correct reported deficiencies .
Carl Bennet Born 1951 CHAIRMAN OF THE BOARD B .Sc . (Economics), Dr . Tech . h .c
Assignments on getinge's Board. Chairman of the Board since 1997 . Chairman of the Nomination Committee . Chairman of the Remuneration Committee . Board member since 1989 .
Current assignments. Chairman of Elanders AB, the University of Gothenburg and Lifco AB . Board member of Holmen, LELundbergsföretagen AB and SSAB .
Previous assignments. President and CEO of Getinge .
Shareholdings. Holds 15,940,050 Class A shares and 27,153,848 ClassBshares through the company .
Johan Bygge
Born 1956 BOARD MEMBER ELECTED BY AGM B .Sc . (Economics)
Assignments on getinge's Board. Board member elected by AGM . Chairman of the Auditing Committee . Board member since 2007 .
Current assignments. CFO of Investor AB . Board member of Hi3G, Isaberg Rapid AB, Grand Hotel AB, EQT Partners AB, the Industry and Commerce Stock Exchange Committee, the Association for Generally Accepted Principles in the Securities Market and the Listed Companies Association .
Previous assignments. Executive Vice President of Electrolux .
Shareholdings. Holds 1,180 ClassBshares .
Born 1967 DEPUTY REPRESENTATIVE OF THE SWEDISH WHITE-COLLAR TRADE UNION, UNIONEN After Sales-Support
Assignments on getinge's Board. Deputy representative since 2007 . Employee at Arjo Hospital AB .
Shareholdings. Holds no shares .
rolf Ekedahl
Born 1949 BOARD MEMBER ELECTED BY AGM Economist
Assignments on getinge's Board. Member of the Auditing Committee . Board member elected by AGM since 2004 .
Current assignments. Chairman of NJ Holding AB and Garpco AB . Board member of Rörvik Timber AB, Arcam AB, ROL AB, ROL Ergo AB and Västervik Framåt AB .
Previous assignments. President of Munksjö AB .
Shareholdings. Holds 4,722 ClassBshares .
Jan forslund
Born 1972 REPRESENTATIVE OF THE SWEDISH METALWORKERS' UNION Surface treatment worker
Assignments on getinge's Board. Deputy representative since 2006 and representative since 2008 . Employee at Arjo Hospital AB .
Shareholdings. Holds no shares .
Carola lemne
Born 1958 BOARD MEMBER ELECTED BY AGM M .D, Ph .D ., senior lecturer
Assignments on getinge's Board. Member of the Auditing Committee . Board member since 2003 .
Current assignments. President and CEO and Board member of Praktikertjänst AB . Associate professor at Karolinska Institutet . Board member of the Strategic Research Foundation, Meda AB and the Confederation of Swedish Enterprise . Member of the Swedish Corporate Governance Board . Coowner of CALGO holding company .
Previous assignments. CEO of Danderyds Sjukhus AB .
Shareholdings. Holds 2,300 ClassBshares .
Johan malmquist
Born 1961 PRESIDENT AND CEO B .Sc . (Economics)
Assignments on getinge's Board. Board member elected by AGM since 1997 . Employed at Getinge since 1990 .
Shareholdings. Holds 55,555 Class B shares and 75,000 call options .
Born 1976 DEPUTY REPRESENTATIVE OF THE SWEDISH METALWORKERS' UNION Assembler
Assignments on getinge's Board. Deputy Representative since 2008 . Employee at Getinge Disinfection AB .
Shareholdings. Holds no shares .
Born 1951 BOARD MEMBER ELECTED BY AGM . M .Sc . (Engineering) Ph .D . Engineering
Assignments on getinge's Board. Member of Remuneration Committee . Board member elected by AGM since 2004 .
Current assignments. Professor of Integrated Product Development at the Royal Institute of Technology in Stockholm (KTH), Sweden . Chairman of the Centre for Technology in Medicine and Health . Board member of VINNOVA, The Design Society, Hotell Birger Jarl AB and Hotell Tegnérlunden AB . Chair of Division 1, Mechanical Engineering, Royal Academy of Engineering Sciences, IVA .
Previous assignments. Deputy Vice Chancellor at the Royal Institute of Technology, Stockholm . Professor at the Norwegian University of Science and Technology (NYNU), Trondheim .
Shareholdings. Holds 3,777 Class B shares .
AuDITOrS Öhrlings PricewaterhouseCoopers AB
Auditor in charge: Magnus Willfors Authorised Public Accountant
Co-auditor: Johan Rippe Authorised Public Accountant
Born 1953 REPRESENTATIVE OF THE SWEDISH WHITE-COLLAR TRADE UNION, UNIONEN Quality Assurance Engineer
Assignments on getinge's Board. Representative of the Swedish white-collar trade union, Unionen . Deputy representative since 2006 and representative since 2007 . Employee at Maquet Critical Care AB .
Shareholdings. Holds no shares .
Born 1951 BOARD MEMBER ELECTED BY AGM . B .Sc . (Economics)
Assignments on getinge's Board. Member of Remuneration Committee and Auditing Committee . Board member elected by AGM since 2004 .
Current assignments. Chairman of Healthinvest Partners AB . Board member of Carl Bennet AB, Elanders AB, Lifco AB, Rolling Optics AB, RP Ventures AB and Svensk Fastighetsfond AB .
Previous assignments. Active within SEB's operations in Sweden and the US . Shareholdings .
Shareholdings. Holds 30,104 ClassBshares .
Johan Malmquist, born 1961 President and CEO
B .Sc (Economics) . Swedish citizen . Employed since 1990 . Shareholdings. Holds 55,555 Class B shares and 75,000 call options .
Heribert Ballhaus, born 1952 Executive Vice President Medical Systems
Master of Engineering, PhD . German citizen . Employed since 2001 . Shareholdings. Holds 16,673 Class B shares and 40,000 call options .
Ulf Grunander, born 1954 Chief Financial Officer
B .Sc (Economics) . Swedish citizen . Employed since 1993 . Shareholdings. Holds 33,170 Class B shares and 50,000 call options .
Magnus Lundbäck, born 1969 Executive Vice President Human Resources
PhD . Swedish citizen . Employed since 2008 . Shareholdings. Holds no shares .
Alex Myers, born 1963 Executive Vice President Extended Care
B .A . Organizational Behavior & Economics, Yale University . Swedish citizen . Employed since 2009 . Shareholders. Holds no shares .
Michael Rieder, born 1952 Executive Vice President Sales and Marketing Medical Systems
Economist . German citizen . Employed since 2001 . Shareholdings. Holds no shares . Holds 50,000 call options .
Christer Ström, born 1955 Executive Vice President Infection Control
B .Sc (Economics) . Swedish citizen . Employed since 2007 . Shareholdings. Holds 3,541 Class B shares
getinge AB (Publ) 5564085032
| SUMMARY | 2009 | 2008 | 2007 |
|---|---|---|---|
| Net sales, seK m | 22 816 | 19 272 | 16 445 |
| operating profit, seK m | 3 070 | 2 877 | 2 255 |
| Net financial items, seK m | -436 | -751 | -507 |
| Profit before tax, seK m | 2 634 | 2 126 | 1 748 |
| tax, seK m | -720 | -603 | -515 |
| Net profit for the year, seK m | 1 914 | 1 523 | 1 233 |
| adjusted earnings per share after full tax*, seK | 8 .02 | 6 .39 | 5 .17 |
| Gross investments, seK m | 721 | 617 | 467 |
| Net debt/equity ratio, times | 1 .30 | 1 .26 | 1 .54 |
| operating cash flow, seK m | 4 000 | 1 774 | 1 496 |
| shareholders' equity, seK m | 12 562 | 10 676 | 6 593 |
| cash conversion, % | 90 | 46 | 51 |
| equity/assets ratio, % | 33 .5 | 32 .3 | 28 .7 |
* adjusted earnings per share were recalculated according to the number of shares following the new share issues in 2008 to achieve comparability between the accounting periods .
| operations and structure | 60 |
|---|---|
| Financial summary | 61 |
| other Group information | 62 |
| risk management | 63 |
| Market, acquisitions, outlook | 64 |
The Getinge Group is a leading global provider of medical technical equipment for surgery, intensive care and infection control, and ergonomic solutions for elderly care .
The Getinge Group comprises three business areas: Medical Systems, Infection Control and Extended Care .
Approximately 84% of sales are conducted through the Group's proprietary sales companies and the remaining 16% are sold by agents and distributors in markets for which the Getinge Group lacks proprietary representation .
Production is conducted at a total of 32 facilities in Australia, Belgium, Denmark, Canada, China, France, Poland, the UK, Sweden, South Africa, Turkey, Germany and the US .
medical Systems specialises in solutions and products for surgery and intensive care . The product range includes surgical tables, surgical lamps, telemedicine, perfusion products, instruments for bypass operations, ventilators and anaesthesia systems .
Extended Care focuses on ergonomic solutions for patients' mobility and on wound care . The product range encompasses bathing and shower solutions, lifting equipment and mattresses for the treatment and prevention of pressure sores, as well as service and consulting .
Infection Control supplies solutions for infection control in preventive healthcare and healthcare, and contamination prevention operations in Life Sciences . The product range comprises disinfectors, sterilisers, documentation systems and related equipment, as well as service and consulting .
The Group's operating profit increased by 6 .7% to SEK 3,070 m (2,877), which corresponds to 13 .5% (14 .9) of net sales .
Net financial items amounted to an expense of SEK 436 m (expense: 751), of which net interest items comprised an expense of SEK 621 m (expense: 728) .
The Group's profit before tax increased by 23 .9% to SEK 2,634m(2,126), corresponding to 11 .5% (11 .0) of net sales .
The Group's total taxes amounted to SEK 720 m (603), corresponding to 27 .3% (28 .4) of profit before tax (see Note 9) . Paid tax amounted to SEK 653 m (618), representing 24 .8% (29 .1) of profit before tax .
Stock-in-trade amounted to SEK 4,156 m (4,015) and accounts receivable amounted to SEK 5,595m(6,087) . The average working capital within the Group was SEK 23,771 m (22,051) . Return on working capital was 13 .3% (14 .0) . Goodwill totalled SEK 14,183m(11,319) at the end of the financial year .
Net investments in non-cu rrent assets amounted to SEK 907m(642) . Investments primarily pertained to production facilities, production tools and IT projects .
The Group's net debt was SEK 16,297 m (13,468) . Shareholders' equity at year-end amounted to SEK 12,562 m (10,676), giving an equity/assets ratio of 33 .5% (32 .3) .
The operating cash flow increased from SEK 1,774mto SEK 4,000 m .
For information regarding trading of shares in the company, the number of shares, the classes of shares and the rights associated with these in the company, see the section The Getinge Share on pages 4-5 .
Product development is one of the cornerstones of the Group's organic growth . Getinge does not intend to perform all development independently, and willingly works with competent external partners . In this manner, the Group gains access to new and commercially viable technology .
Trends in the business environment are continuously monitored andalarge number of potential projects are evaluated each year . The acquisition of suitable companies is also a complement to internal product development .
In 2009, research and development costs amounted to SEK 1,123 m (926) . Of this amount, SEK 585m(429) was capitalised as intangible assets, as it was deemed that these will generate financial gains .
Product launches. In 2009, the Getinge Group introduced a number of new and updated products .
Medical Sytems' Flow-i anaesthesia system was officially launched in June 2009, with a more extensive commercial roll-out planned for 2010 . The Flow-i combinesaventilator and an anaesthesia machine into one unique, patient-adapted product . Cardiohelp, the business area's heart and lung support product, garnered substantial interest among customers and the media and is expected to reach a broader market in 2010 . During the year, Medical Systems also launched the new Fusion Graft vessel implant, which was developed for use in bypass operations . During the quarter, Medical Systems was also granted FDA approval for the new MEGA balloon catheter, which is used in the Cardiac Assist area .
In 2009, Extended Care further expanded its range of bathing systems through the launch of Sound & Vision,atherapeutic product for the treatment of patients suffering from such diseases as Alzheimer's . The business area also launched new wound-care products, including an improved version of the Nimbus pressure-ulcer mattress . Extended Care's range of patient lifts was supplemented during the year with the Maxi Twin Compact product; the world's smallest passive patient lift with a lifting capacity of 160 kilograms .
Sales of ED-flow, Infection Control's disinfector fo r flexible endoscopes, which was launched in late 2008, performed well during the year . The business area also launched the following products for the Life Science industry: the GEV TS production autoclave, an electron beam steriliser and the Isotest isolator . All of these products were displayed at Achema, the world's largest chemical engineering, process engineering, environmental protection and biotechnology trade fair .
There were 12,135 (11,604) employees on 31 December 2009, of whom 1,392 (1,436) were employed in Sweden .
In 2009, the Getinge Group continued its extensive efforts to strengthen the Group's personnel and management development . In 2009, this work, which is based on an analysis of the company's needs for specialist and management competence and the company's demographic structure, specifically entailed the implementation of a new recruitment process and the implementation of several training programs for managers and experts at various levels in the Group .
For information about the guidelines for remuneration to senior executives adopted by the 2009 Annual General Meeting, refer to the Corporate Governance Report on page 52 . In regard to fees paid to senior executives in 2009, refer to Note 27 .
The company's environmental policy and the international environmental standard ISO 14001 form the basis of Getinge's environmental work . Through the implementation of an environmental management system, which fulfils the requirements of this international standard, a structured and active environmental effort is ensured at the Group's production units . In 2009, the units in Rush City, USA, Vendôme, France (both are part of Infection Control), Suzhou, China (Medical Systems) and Achel Belgium (Extended Care) were certified . The Getinge Group's production is now primarily conducted at certified plants . At the remaining units, an initiative is currently under way to implement management systems, and certification of these systems are expected to be completed in 2010 .
EcoDesign. Included in the goal of contributing to a long-term sustainable society is the aim of taking environmental aspects into consideration during the products' entire lifecycle . Materials and components for new products shall be chosen in an environmentally compatible manner . The use of resources for production shall be optimised and the utilisation of resources and energy of new products shall be reduced . Our products shall be designed to facilitate efficient recycling when they have reached the end of their life . In 2008, the decision was made to develop routines for EcoDesign for the product development effort in the Group's three business areas . This work continued in 2009 and routines and tools for environmentally compatible product development will be continuously developed .
There are four Swedish companies in the Getinge Group that conduct operations requiring permits according to the Swedish Environmental Code . The permits pertain to products for which each company bears responsibility . Apart from a general permit for the engineering industry, there are also permits for paint plants, the transport of waste and for liquid petroleum gas storage . The external environmental impact consists of air and water emissions and noise pollution from plants . All Swedish production facilities' external environmental impact is covered by official and permit requirements . The environmental impact of the companies is reported in annual reports, which are submitted to the regulatory authorities .
Work on integrating the Cardiac and Vascular Surgery divisions, which were acquired from Boston Scientific in January 2008, was essentially completed in 2009 . Production and administration were concentrated to the unit in Wayne, in the US, and generated significant cost synergies . The activities to develop sales synergies also proceeded as planned .
The integration of Datascope, which was consolidated into the Group's financial statements on 1 February 2009, has proceeded ahead of schedule . Datascope's head office in New Jersey was closed and this property was divested during the third quarter . Efforts to merge the market organisations of Datascope and Medical Systems were completed in all material respects . The total cost synergies are expected to reach SEK 170mas of 2010 .
During the first quarter of 2009, the Extended Care business area merged the sales companies of Huntleigh and Extended Care in the US with the aim of reducing costs and increasing competitiveness . Annual saving are expected to amount to SEK 54 m .
The transport and logistics issues that arose last year were resolved in the first quarter of 2009 .
During the third quarter, Alex Myers was appointed Executive Vice President of the Extended Care business area . Alex Myers has held several executive positions at Unilever and the Carlsberg Group .
In 2009, the Getinge Group continued the internationalisation of its market organisation . There were 98 (92) sales companies in 2009 and the number of sales representatives rose by 9 .6% to 1,673 (1,527) .
Political decisions represent the single greatest market risk for the Getinge Group . Changes to the healthcare reimbursement system can have a major impact on individual markets by reducing grants or deferring them . Since the Getinge Group is active inalarge number of geographical markets, the risk for the Group as a whole is limited .
Activities conducted by the Getinge Group's customers are generally financed directly or indirectly by public funds and ability to pay is usually very good, although payment behaviour can vary between different countries . All transactions outside the OECD area are covered by payment guarantees, unless the customer's ability to pay is well documented .
Parts of the Getinge Group's product range are covered by legislation stipulating rigorous assessments, quality control and documentation . It cannot be ruled out that the Getinge Group's operations, earnings and financial position may be negatively impacted in the future by difficulties in complying with current regulations and demands of authorities and control bodies or changes of such regulations and demands . To limit these risks to the greatest possible extent, the Getinge Group conducts extensive work focused on quality and regulatory issues . Each business area has an appointed person with overall responsibility for QRM . These three individuals also comprise the Group's "Quality and Regulatory Council," which reports to Group management on a regular basis on such issues as the company's compliance with the US FDA's legal framework . The majority of the Group's production facilities are certified according to the medical device quality standard ISO 13485 and/or the general quality standard ISO 9001 .
To a certain extent, the Getinge Group's future growth depends on the company's ability to develop new and successful products . Research and development efforts are costly and it is impossible to guarantee that developed products will be commercially successful . As a means of maximising the return on research and development efforts, the Group has a very structured selection and planning process to ensure that the company prioritises correctly when choosing which potential projects to pursue . This process comprises thorough analysis of the market, technical development and choice of production method and subcontractors . The actual development work is also conducted in a structured manner and each project undergoesanumber of fixed control points .
Healthcare suppliers runarisk, like other players in the healthcare industry, of being subject to claims relating to product liability and other legal claims . Such claims can involve large amounts and significant legal expenses . The Getinge Group cannot provide any guarantees that its operations will not be subject to compensation claims .Acomprehensive insurance program is in place to cover any property or liability risks (i .e . product liability) to which the Group is exposed . Over the years, the Getinge Group has been the subject of only very limited claims relating to property infringement and liability damages .
The Getinge Group is a market leader in the areas in which it operates and invests significant amounts in product development compared with the majority of its competitors . To secure returns on these investments, the Group actively upholds its rights and follows competitors' activities closely . If required, the company will protect its intellectual property rights through legal processes .
In its business, Getinge is exposed toarange of financial risks . Financial risks principally pertain to risks related to currency and interest risks, as well as credit risks . Risk management is regulated by the finance policy established by the Board . The overriding responsibility to manage the Group's financial risks and develop methods and policies to manage financial risks lies with Group management and the finance function . The most significant financial risks the Group is exposed to are currency risks, interest risks, credit risks and counterparty risks . For further information concerning these risks, see Note 26 Financial risk management and financial derivative instruments .
The exchange-rate effect is calculated using forecast volumes and earnings in foreign currency, taking into consideration currency hedging that has been conducted . In addition, there is the exchange-rate impact on net financial items related to interest expenses in foreign currencies . Based on the estimated rates for 2010 presented in the table below, the Group assesses the net exchange-rate impact on profit and loss for 2010 to amount to about SEK 100 m compared with the actual rates for 2009 . Sensitivity to exchange-rate fluctuations is detailed in the table below, based on the exchange rates specified in the table .
| currency: estimated rate 2010 |
Budgeted net volume 2010, millions |
impact in seK m for 5% fluctuation |
|---|---|---|
| CAD: 6 .50 | 34 | +/- 11 |
| EUR: 10 .30 | 104 | +/- 54 |
| GBP: 11 .40 | 51 | +/- 29 |
| USD: 7 .00 | 164 | +/- 57 |
The Getinge Group's earnings are affected by a series of external factors . The table below shows how changes to some of the key factors that are important to Getinge would have affected the Group's profits before tax in 2009 . No consideration was given to the effect of the various risk-management measures that Getinge applies in accordance with its established policy .
| change in profits before tax | seK m | |
|---|---|---|
| Price change | +/- 1 % | +/- 228 |
| Cost of goods sold | +/- 1 % | +/- 116 |
| Salary costs | +/- 1 % | +/- 56 |
| Interest rates | +/- 1 percentage point |
+/- 161 |
The effect ofa+/- 1 percentage-point change in interest rates on the Group's profits before tax was calculated based on the Group's interest-bearing liabilities, excluding pension liabilities, at year-end 2009 .
Following a weak start to 2009, demand for the Getinge Group's products accelerated . Organically, orders received grew byahealthy 6 .9% during the fourth quarter . For the fullyear, organic order growth was 0 .4% .
Medical Systems experienced a strong sales trend, increasing from SEK 8,416 m in 2008 to SEK 11,255min 2009 . The considerable increase was primarily attributable to the acquisition of Datascope Corp . O rganic growth was 2 .8%, following strong sales in the final quarter of the year .
In Extended Care, sales rose by 4 .7% to SEK 6,467m(6,174) . On an organic basis, sales declined by 2 .8% .
In Infection Control, sales increased by 8 .8% to SEK 5,094 m (4,682) . On an organic basis, sales declined by 0 .4% .
Europe remains the Group's largest market accounting for 49% of sales (53), followed by North America with 32% (30) . Asia/Australia represents 15% of sales (13), while the remaining 4% (4) is derived from other countries .
The hospitals segment is the Getinge Group's dominant market accounting for 81% of sales (78) . Elderly Care represents 12% (15), while the Life Science industry represents 7% (7) .
Datascope. In January 2009, the US company Datascope, which is active in the area of cardiac support and vascular intervention, was acquired . The total cost of the acquisition amounted to about USD 617m(5,027) . The acquisition was recognised in accordance with the acquisition method . Acquisition costs in conjunction with the purchase amounted to about SEK 70 m .
Goodwill generated in conjunction with the transaction was mainly attributable to future integration synergies in the areas of customer base, geographic coverage, production, sales and distribution .
The company has been included in the Getinge Group's sales and operating profit since 1 February 2009 .
It is not practically feasible to specify profit attributable to the acquisition since the date of acquisition given the extensive integration that was conducted in 2009 .
In terms of profit expectations for 2010, the current situation is a significant improvement compared with the corresponding period a year ago . Demand has stabilised and we expect growth to improve in North America and in the emerging markets . In terms of Western European markets, there is reason to believe that growth may be somewhat lower than in 2009, but the overall demand scenario remains favourable .
With the extensive integration work that has been conducted following the major acquisitions of recent years, we expect synergy gains to continue to contribute to profit growth, while non-recurring acquisition-related costs will decline considerably .
The year 2010 will also entail major and key product launches . Overall, Getinge anticipates profit growth to remain strong .
| Proposed allocation of profits | 66 |
|---|---|
| consolidated income statement | 67 |
|---|---|
| statement of comprehensive income | 67 |
| consolidated balance sheet | 68 |
| changes in shareholders' equity for the Group . |
69 |
| consolidated cash-flow statement | 70 |
| 1 accounting policies | 71 |
|---|---|
| 2 Net sales per revenue classification | 74 |
| 3 segment reporting | 75 |
| 4 depreciation/amortisation according to plan | 76 |
| 5 auditing . |
76 |
| 6 exchange-rate gains and losses . |
76 |
| 7 interest income and similar profit items | 76 |
| 8 interest expenses and similar loss items . |
76 |
| 9 taxes | 76 |
| 10 dividends | 77 |
| 11 earnings per share | 77 |
| 12 Fixed assets' cost . |
77 |
| 13 stock-in-trade . |
79 |
| 14 accounts receivable | 79 |
| 15 Prepaid expenses and accrued income | 79 |
| 16 share capital . |
79 |
| 17 unutilised overdraft facilities and credit facilities | 79 |
| 18 the Group's interest-bearing net debt | 80 |
| 19 leasing | 80 |
| 20 restructuring reserves | 81 |
| 21 other provisions | 81 |
| 22 Provisions for pensions and similar obligations | 82 |
| 23 accrued expenses and prepaid income | 83 |
| 24 Pledged assets | 83 |
| 25 acquired companies | 83 |
| 26 Financial risk management/Financial derivative instruments | 84 |
| 27 employee costs . |
85 |
| 28 average number of employees | 87 |
| 29 transactions with related parties | 88 |
| 30 events after year-end | 88 |
| 31 supplementary disclosures to cash-flow statement | 88 |
| 32 capitalised development costs . |
88 |
Corp . Reg . No . 556408-5032
| The following profits in the Parent Company are at the disposal of the Annual general meeting: | |
|---|---|
| Share premium reserve | 3 435 |
| Unappropriated profits brought forward | 123 |
| Net profit for the year | 1 180 |
| Total | 4 738 |
| The Board and Chief Executive Officer propose that a dividend of SEK 2 .75 per share shall be distributed to shareholders | 655 |
| To be carried forward | 4 083 |
| Total | 4 738 |
For information regarding the results and financial position of the Group and the Parent Company, refer to the following financial statements . The income statements and balance sheets will be presented for approval to the Annual General Meeting on 21 April 2010 .
The Board of Directors and President affirm that the consolidated financial statements have been prepared in accordance with international financial reporting standards IFRS, which have been adopted by the EU, and provideafair and accurate account of the Group's financial position and profit . This Annual Report was prepared in accordance with generally accepted accounting policies and provides a fair and accurate account of the Parent Company's financial position and profit .
The Director's report for the Group and Parent Company providesafair and accurate overview of the performance of the Group and Parent Company's business, financial position and profit and describes essential risks and uncertainties, which face the Parent Company and companies belonging to the Group .
Carl Bennet Johan Bygge rolf Ekedahl Chairman Board member Board member
Representative of the Swedish Board member Board member Metalworkers' Union
Bo Sehlin Johan Stern Johan malmquist Representative of the Swedish Board member Board member white-collar trade union, Unionen CEO
Jan forslund Carola lemne margareta norell Bergendahl
Öhrlings PricewaterhouseCoopers AB
magnus Willfors Johan rippe Authorised Public Accountant Authorised Public Accountant Auditor in charge
| SEK m | note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Net sales | 2, 3 | 22 816 | 19 272 | 16 445 |
| Cost of goods sold | 11 564 | -9 939 | -8 925 | |
| gross profit | 11 252 | 9 333 | 7 520 | |
| Selling expenses | 4 957 | -3 894 | -3 072 | |
| Administrative expenses | 2 333 | -1 822 | -1 605 | |
| Research and development costs, net | 32 | 539 | -497 | -335 |
| Restructuring and integration costs | 20 | 336 | -221 | -257 |
| Other operating income | 43 | 34 | 47 | |
| Other operating expenses | 60 | -56 | -43 | |
| Operating profit | 3, 4, 5, 6, 27 | 3 070 | 2 877 | 2 255 |
| Interest income and similar profit items | 7 | 249 | 45 | 42 |
| Interest expenses and similar loss items | 8 | 685 | -796 | -549 |
| Profit after financial items | 2 634 | 2 126 | 1 748 | |
| Tax on profit for the year | 9 | 720 | -603 | -515 |
| net profit for the year | 1 914 | 1 523 | 1 233 | |
| Attributable to: | ||||
| Parent Company's shareholders | 1 911 | 1 524 | 1 232 | |
| Minority interest | 3 | -1 | 1 | |
| net profit for the year | 1 914 | 1 523 | 1 233 | |
| Earnings per share for profits attributable to the Parent Company's shareholders during the year | 11 | 8.02 | 7 .23 | 6 .10 |
| Weighted average number of shares for calculation of earnings per share, 000s | 11 | 238 323 | 210 837 | 201 874 |
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Profit for the period | 1 914 | 1 523 | 1 233 |
| Other comprehensive income | |||
| Translation differences | 333 | 202 | -147 |
| Cash-flow hedges | 1 211 | -806 | -79 |
| Income tax related to other cash-flow hedges | 331 | 226 | 23 |
| Other comprehensive income for the period, net after tax | 547 | -378 | -203 |
| Total comprehensive income for the period | 2 461 | 1 145 | 1 030 |
| Comprehensive income attributable to | |||
| Parent Company's shareholders | 2 458 | 1 146 | 1 027 |
| Minority interests | 3 | -1 | 3 |
| ASSETS fixed assets Intangible fixed assets 15 879 10 524 20 353 3, 4, 12 Tangible fixed assets 3 257 2 327 3 674 3, 4, 12, 19 Financial instruments, long-term 137 8 421 26 Long-term financial receivables 69 94 65 Deferred tax assets 1 044 653 649 9 20 386 13 606 Total fixed assets 25 162 Current assets Stock-in-trade 4 015 2 913 4 156 13 Accounts receivable–trade 6 087 4 607 5 595 14 Current tax receivables 105 74 79 9 Financial instruments, current 92 109 307 26 Other receivables 449 324 466 Prepaid expenses and accrued income 392 443 344 15 Cash and cash equivalents 1 506 894 1 389 17 12 646 9 364 Total current assets 12 336 33 032 22 970 TOTAl ASSETS 37 498 SHAREHOlDERS' EqUITY AND lIABIlITIES Shareholders' equity Share capital 107 101 119 16 Other capital provided 5 972 2 525 5 960 Other reserves -572 -194 25 Profit carried forward including net profit for the year attributable to the Parent Company's 5 145 4 136 6 484 10 shareholders 10 652 6 568 Shareholders' equity attributable to the Parent Company's shareholders 12 538 Minority interest 24 25 24 10 676 6 593 Total shareholders' equity 12 562 longterm liabilities Interest-bearing long-term loans 13 150 9 146 16 037 18, 19 Other long-term liabilities 4 2 4 Provisions for pensions, interest-bearing 1 730 1 805 1 634 18, 22 Provisions for pensions, non-interest-bearing 358 135 353 22 Financial instruments 563 263 205 26 Deferred tax liability 451 390 1 103 9 Other provisions, long-term 154 194 158 21 16 410 11 935 Total longterm liabilities 19 494 Current liabilities Restructuring reserve 68 71 202 20 Other provisions, current 322 261 502 21 Interest-bearing current loans 94 67 15 18, 19 Advance payments from customers 144 368 155 Accounts payable – trade 1 697 1 418 1 595 Current tax liabilities 369 429 194 9 Financial instruments 773 70 329 26 Other liabilities 388 394 468 Accrued expenses and prepaid income 2 091 1 364 1 982 23 5 946 4 442 Total current liabilities 5 442 33 032 22 970 TOTAl ShArEhOlDErS' EQuITy AnD lIABIlITIES 37 498 |
SEK m | note | 2009 | 2008 | 2007 |
|---|---|---|---|---|---|
Refer to Note 24 for information concerning the Getinge Group's pledged assets .
| Share | Other capital | Profit/loss brought |
Minority | Total share holders' |
|||
|---|---|---|---|---|---|---|---|
| capital | provided | Reserves | forward | Total | interest | equity | |
| Opening balance at 1 January 2007 | 101 | 2 525 | 9 | 3 348 | 5 983 | 22 | 6 005 |
| Total comprehensive income for the period | – | – | -203 | 1 232 | 1 029 | 3 | 1 032 |
| Dividend | – | – | – | -444 | -444 | – | -444 |
| Closing balance at 31 December 2007 | 101 | 2 525 | 194 | 4 136 | 6 568 | 25 | 6 593 |
| Opening balance at 1 January 2008 | 101 | 2 525 | 194 | 4 136 | 6 568 | 25 | 6 593 |
| Total comprehensive income for the period | – | – | -378 | 1 524 | 1 146 | -1 | 1 145 |
| New share issue | 6 | 3 447 | – | – | 3 453 | – | 3 453 |
| Dividend | – | – | – | -515 | -515 | – | -515 |
| Closing balance at 31 December 2008 | 107 | 5 972 | 572 | 5 145 | 10 652 | 24 | 10 676 |
| Opening balance at 1 January 2009 | 107 | 5 972 | 572 | 5 145 | 10 652 | 24 | 10 676 |
| Total comprehensive income for the period | – | – | 547 | 1 911 | 2 458 | 3 | 2 461 |
| Increase in share capital | 12 | -12 | – | – | – | – | – |
| Dividend | – | – | – | -572 | -572 | -3 | -575 |
| Closing balance at 31 December 2009 | 119 | 5 960 | 25 | 6 484 | 12 538 | 24 | 12 562 |
| SEK m | 2009 | 2008 | 2007 | |
|---|---|---|---|---|
| Operating activities | ||||
| EBITDA | 4 446 | 3 846 | 2 938 | |
| Expensed restructuring costs | 20 | 336 | 221 | 257 |
| Paid restructuring costs | 20 | 202 | -223 | -190 |
| Other items not affecting cash flow | 31 | 41 | 43 | 11 |
| Financial items | 436 | -751 | -507 | |
| Taxes paid | 653 | -618 | -528 | |
| Cash flow before changes in working capital | 3 532 | 2 518 | 1 981 | |
| Changes in working capital | ||||
| Stock-in-trade | 6 | -575 | -341 | |
| Current receivables | 745 | -360 | -432 | |
| Current liabilities | 271 | 191 | 288 | |
| Cash flow from operating activities | 4 000 | 1 774 | 1 496 | |
| Investing activities | ||||
| Acquisition of subsidiaries | 25, 31 | 5 072 | -5 008 | -5 622 |
| Other acquisition-related costs* | 484 | – | – | |
| Capitalised development costs | 585 | -429 | -313 | |
| Equipment for rental | 249 | -228 | -168 | |
| Acquisition of fixed assets | 907 | -642 | -468 | |
| Cash flow from investing activities | 7 297 | -6 307 | -6 571 | |
| financing activities | ||||
| Changes in interest-bearing loans | 2 712 | 3 715 | 4 518 | |
| Change in long-term receivables | 119 | -414 | 1 249 | |
| New share issue | – | 3 453 | – | |
| Dividend paid | 10 | 572 | -515 | -444 |
| Cash flow from financing activities | 2 259 | 6 239 | 5 323 | |
| Cash flow for the year | 1 038 | 1 706 | 248 | |
| Cash and cash equivalents at the beginning of the year | 1 506 | 894 | 673 | |
| Cash flow for the year | 1 038 | 1 706 | 248 | |
| Translation differences | 921 | -1 094 | -27 | |
| Cash and cash equivalents at yearend | 31 | 1 389 | 1 506 | 894 |
* Most of the amount pertains to the final settlement with the principle owner of Datascope in conjunction with the acquisition of this company and costs relating to the closure of Datascope's former head office .
general information. Getinge AB, which is the Parent Company of the Getinge Group, isalimited liability company with its registered offices in Getinge, Sweden . The company's address can be found on page 97 . A description of the company's operations is included in the Director's Report on page 50 .
Accounting and valuation policies. Getinge's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB), including interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) approved by the EU for application . In addition, the Swedish Financial Accounting Standards Council's recommendation RFR 1 .2 has been applied . The consolidated financial statements include the financial statements for Getinge AB and its subsidiaries and were prepared in accordance with the cost method . The Parent Company applies the same accounting policies as the Group, except in the instances stated below in the section "Parent Company's accounting policies ." The differences that arise between the Parent Company and the Group's accounting policies are attributable to the limited opportunities for the application of IFRS in the Parent Company, primarily as a result of the Swedish Annual Accounts Act andthe Act onSafeguarding ofPensionObligations . The Parent Company's functional currency is Swedish kronor (SEK), which is also the Parent Company's and Group's reporting currency . This means that the financial reports are presented in Swedish kronor . Unless otherwise stated, all amounts are given in millions of Swedish kronor (SEK m) .
New accounting policies in 2009. The following new accounting policies became effective on 1 January 2009 and have been applied by Getinge during the year:
IfrS 8 Operating Segments. This standard addresses the separation of the company's operations into different segments . Pursuant to the standard, segments are based on Getinge's internal reporting and structure . The implementation of IFRS 8 has not resulted in any changes in Getinge's segment separation .
IAS 23 amendment Borrowing Costs. The amendment means that borrowing costs shall be included in an asset's cost in cases in which they are directly attributable to assets that, by necessity, demand a significant amount of time to prepare for their intended use or sale . Under Getinge's previous accounting policy, borrowing costs were expensed . The amendment consequently resulted in a change in accounting policies for Getinge, but had no significant impact on the Group's 2009 financial statements .
IAS 1 amendment Presentation of financial Statements. The amendment deals with the presentation of the balance sheet, the income statement and cash flow and contains requirements for additional statements relating to changes in the period's earnings attributable to non-owner transactions . The Group included a line for Other Comprehensive Income in its financial statements in 2009 . There was no other significant impact on the Group's financial statements .
IfrS 7 amendment financial Instruments: Disclosure. This amendment requires increased disclosures regarding the measurement of fair value and liquidity risks .
In addition to the aforementioned disclosures, the amendments to standards and statements from the IFRIC listed below are applicable to Getinge as of 1 January 2009, but had no significant impact on the Group's financial statements in 2009 .
Significant estimates and assessments. To prepare the financial statements in accordance with IFRS accounting policies, the company management is required to make assessments and assumptions that affect the recognised amounts of assets and liabilities and other information, such as
contingent liabilities and so forth, in the financial statements and for revenues and expenses recognised during the period . Assumptions, assessments and estimates are reviewed onaregular basis . The actual outcome may diverge from these assumptions, assessments and estimates . The Board of Directors and Group management have deemed that the following areas may have a significant impact on Getinge's earnings and financial position:
valuation of identifiable assets and liabilities in connection with acquisitions. In conjunction with acquisitions, all identifiable assets and liabilities in the acquired company are identified and measured at fair value, including the value of and liabilities in the share already owned, including any minority share . goodwill and other intangible assets with an indeterminable useful life.
The impairment requirement for goodwill and other intangible assets with an indeterminable useful life is tested annually by Getinge in accordance with the accounting policy described here in Note 1 . The recoverable value for cashgenerating units has been established through the measurement of value in use . For these calculations, certain estimations must be made (see Note 12) .
Pension obligations. Recognition of the costs of defined-benefit pensions and other applicable retirement benefits is based on actuarial valuations, relying on key assumptions for discount rates, future salary increases, personnelturnover rates and mortality tables . In turn, the discount rate assumptions are based on rates for high-quality fixed-interest investments with durations similar to the pension schemes (see Note 22) .
Obsolescence reserve. Stock-in-trade is recognised at the lower of cost according to the first in/first out principle, and net realisable value . The value of stock-in-trade is adjusted for the estimated decrease in value attributable to products no longer sold, surplus inventory, physical damage, lead times for inventory, and handling and sales overheads . If the net selling price is lower than the cost, a valuation reserve is established for inventory obsolescence . Unless otherwise stated below, the accounting policies detailed below for the Group and Parent Company have been applied consistently in all periods presented in the Group's financial reports .
Deferred tax. The valuation of loss carryforwards and Getinge's ability to utilise unutilised loss carryforwards is based on the Group's assessments of future taxable income in various tax jurisdictions and includes assumptions regarding whether expenses that have not yet been subject to taxation are tax deductable . Deferred tax is recognised in profit and loss unless the deferred tax is attributable to items recognised in other comprehensive income, in which case the deferred tax is recognised together with the underlying transaction in other comprehensive income .
consolidated financial statements. Getinge's consolidated financial statements comprise the Parent Company, Getinge AB, and all companies in which Getinge AB owns, either directly or indirectly, more than half of the shares' voting rights or where Getinge exercisesacontrolling influence on the basis of agreements . Subsidiaries are included in the consolidated financial statements from the point in time at which the controlling influence is transferred to the Group and are no longer included in the consolidated financial statements from the point in time at which the controlling influence ceases . The controlling influence is usually transferred at the date of acquisition . Acquired companies are consolidated into the consolidated financial statements in accordance with the purchase method, which means that the cost of the shares in subsidiaries is eliminated against their shareholders' equity at the date of acquisition . Accordingly, only the portion of the subsidiary's shareholders' equity that has arisen after the acquisition is included in consolidated shareholders' equity . Getinge applies IFRS 3, Business Combinations, for acquisitions after 1 January 2004, in accordance with the interim regulations in IFRS 1 . Getinge has chosen not to restate earlier acquisitions . Accordingly, shareholders' equity in the subsidiaries is determined on a market-based value of identifiable assets, liabilities, provisions and contingent liabilities at the time of the acquisition . If the cost of the shares in the subsidiaries exceeds the value of the acquired net assets, calculated as described above, the difference is assigned to goodwill . If the acquisition cost falls below the fair value of the acquired subsidiary's net assets, the negative goodwill is recognised directly in profit and loss as other operating income . If assets are included in the subsidiary at the time of acquisition – for example, property, participations or other operations–that will not be retained but sold in the near future, these assets are recognised in the acquisition analysis at the amount received or, if the assets remain in the subsidiary at the closing of the books, they are recognised at the amount expected to be received . Deferred tax is calculated on the difference between the calculated market values of assets and liabilities and the fiscal residual values . Intra-Group transactions and unrealised inter-company profits are eliminated in the consolidated financial statements, except with respect to minority shares . The fiscal effect is also calculated when eliminating internal transactions, based on the nominal tax rate . In profit and loss, net profit/loss is recognised without deductions for minority shares in profit/loss for the year . The minority share in subsidiaries' equity is recognised asaseparate item in the consolidated shareholders' equity in the balance sheet .
functional currency. Transactions in foreign currencies are translated to the functional currency of the financial statements according to the exchange rate on the date of the transaction . Receivables and liabilities in foreign currencies are valued at balance-sheet date rates, and unrealised exchange-rate profits and losses are included in earnings . Translation differences attributable to operating receivables and liabilities are recognised as other operating income (operating expenses) . Translation differences regarding financial assets and liabilities are recognised under "Other financial items" . When preparing the consolidated financial statements, the balance sheets of the Group's foreign operations are translated from their functional currencies to Swedish kronor (SEK), based on the exchange rate prevailing on the balance-sheet date .
Translation of foreign operations. Getinge applies the current method for translation of foreign subsidiaries' balance sheets and income statements . This means that all assets and liabilities in subsidiaries are translated at balancesheet date rates, and all income statement items are translated at average annual exchange rates . Translation differences arising in this context are due to the difference between the income statement's average exchange rates and closing-date rates, and to the net assets being translated atadifferent exchange rate at year-end than at the beginning of the year . Translation differences are recognised directly under shareholder's equity . The total translation differences in conjunction with divestments are recognised together with the profits/losses arising from the transaction . Hedge accounting is applied to external loans raised in order to reduce translation differences in exposed currencies to meet the net assets in foreign subsidiaries . Translation differences for these loans are recognised directly under consolidated shareholder's equity .
Revenue recognition. Sales include products, services and rents, excluding indirect sales tax and discounts provided . Income is recognised when practically all risks and rights connected with ownership have been transferred to the buyer . This usually occurs in connection with delivery, after the price has been determined and collection of the receivable is appropriately secured . If delivery of finished goods is postponed at the buyer's request, but the buyer assumes the proprietary rights and accepts the invoice (a "bill and hold" sale), income is recognised when the proprietary rights are transferred . Income is normally recognised once the buyer has accepted delivery and after installation and final inspection . However, income is recognised immediately after delivery if the installation and final inspection are ofasimple nature, and after establishing provisions for estimated residual expenses . Income recognition for services takes place as and when the services are performed . Income from rental is allocated toaparticular period over the term of the rental agreement . Interest income is recognised continuously and dividends received are recognised after the right to the dividend is deemed secure . In the consolidated financial statements, intra-Group sales are eliminated . For larger assignments extending over more than one accounting period, where outcome can be measured in a reliable manner, income and expenses are recognised in relation to the degree of completion of the assignment on the closing date . The degree of completion of an assignment is established inaratio between accrued assignment costs for work completed on the balance-sheet date and the calculated total assignment costs, except in those instances this does not correspond to the degree of completion . Changes in the scope and claims of the assignment are included only if there is an agreement with the customer . When the outcome of an assignment cannot be calculated inareliable manner, only the amount corresponding to the accrued assignment expenses that will probably be paid by the client is recognised as revenue . Other accrued assignment expenses are recognised as costs in the period in which they occur . If it is probable that the total amount of accrued assignment costs will exceed total revenues from the assignment, the expected loss is promptly recognised asacost in its entirety .
government grants. Government grants are recognised at fair value when it is probable that the terms associated with the grants will be met and that the grants will be received . Government grants relating to costs are recognised in profit and loss . The income is recognised in the same period as the cost that grants are intended to compensate . Government grants relating to the acquisition of assets reduce the assets' carrying amounts . Grants affect recognised earnings over the assets' useful life by reducing depreciation .
financial income and costs. Financial income and costs include interest income on bank deposits and receivables, interest expense on loans, income from dividends, unrealised and realised profits and losses on financial investments, translation differences, and the change in value of derivative instruments used in financial activities . Borrowing costs in conjunction with the raising of loans are recognised as part of the loan to which they pertain and are
goodwill. Goodwill comprises the portion of a purchase price for an acquisition that exceeds the market value of the identifiable assets, with deductions for liabilities and contingent liabilities, calculated on the date of acquisition, on the share of the acquired company's assets acquired by the Group . Inabusiness acquisition whereby the acquisition costs are less than the net value of acquired assets, assumed liabilities and contingent liabilities, the difference is recognised directly in profit and loss . Goodwill arising in conjunction with an acquisition of foreign entities is treated as an asset in the foreign unit and translated at the exchange rate on the balance-sheet date . Goodwill arising from the acquisition of associated companies is included in the value of the holdings in the associated company . An impairment test of goodwill is conducted once per year or more often if there is an indication of a decrease in value . The impairment loss on goodwill is recognised in profit and loss . Profit or loss in connection with the divestment ofaunit includes the residual carrying amount of goodwill that pertains to the divested unit .
Other intangible assets. Intangible assets comprise capitalised development costs, customer relations, technical know-how, trademarks, agreements and other assets . Intangible assets are recognised at cost with deductions for accumulated amortisation and any impairment losses . Amortisation takes place proportionally over the asset's anticipated useful life, which usually varies between three and 15 years . Acquired intangible assets are recognised separately from goodwill if they fulfil the criteria for qualifying as an asset, implying they can be separated or they are based on contractual or other legal rights and that their market value can be established inareliable manner . Intangible assets that are recognised separately from goodwill in the context of acquisitions of operations include customer relations, technical know-how, trademarks and agreements . Acquired intangible assets are valued at market value and amortised onastraight-line basis over their expected useful life . The useful life can, in certain cases, be indefinite . These intangible assets are not amortised, instead they are subject to an impairment test every year or more often if there is an indication of a decrease in value . Costs for development, whereby research results or other knowledge is applied to produce new products, are recognised as an asset in the balance sheet to the extent that these products are expected to generate future financial benefits . These costs are capitalised when management deems that the product is technically and financially viable, which is usually whenaproduct-development project has reachedadefined milestone in accordance with an established project model . The capitalised value includes expenses for material, direct expenses for salaries and indirect expenses that can be assigned to the asset in a reasonable and consistent manner . In other cases, development costs are expensed as they arise . Research costs are charged to earnings as they arise . Development costs recognised in profit and loss foraperiod are never capitalised in future periods . Capitalised expenses are amortised onastraight-line basis from the point in time at which the asset is put into commercial operation and during the asset's estimated useful life . The useful life for strategic development projects exceeds five years . The amortisation period is between three and 15 years .
Tangible fixed assets. Properties, machinery, equipment and other tangible fixed assets acquired by Group companies are recognised at cost, with deductions for accumulated depreciation and any impairment losses . The cost includes the purchase price and expenses directly attributable to the asset to bring the asset to the site and in the working condition for its intended use . Examples of directly attributable expenses included in the cost are delivery and handling costs, installation, legal services and consultancy services . Assets provided to the company in conjunction with the acquisition of new subsidiaries are recognised at market value on the acquisition date . Depreciation is adjusted proportionally for decreases in value . The value in the balance sheet represents acquisition costs with deduction for accumulated depreciation according to plan and any impairment losses . Land is not depreciated since it is deemed to have an infinite economic life . Depreciation of other assets is based on the following anticipated economic lives:
| Class of assets | Depreciation, number of years |
|---|---|
| Land | 40 – 50 |
| Buildings | 10 – 50 |
| Machines | 5–25 |
| Equipment | 10 |
| Production tools | 5 |
| Equipment for rental | 5 |
| Cars | 4 |
| Computer equipment | 3 |
Tangible fixed assets comprising parts with different useful lives are treated as separate components of tangible fixed assets . Standard maintenance and repair costs are expensed during the periods in which they arise . More extensive repair and upgrading costs are capitalised and depreciated over the item's remaining economic life . Capital gains/losses are recognised under "Other operating income/expenses ."
financial leasing. Leasing of properties, machines and equipment, whereby the Group essentially assumes the same rights as for direct ownership of the asset, is classified as financial leasing . Financial leasing is capitalised from the date on which the lease agreement is entered into, at the lower amount of the assets' market value or the calculated present value of the underlying leasing payments . Each leasing payment is divided between liabilities and financial expenses so that interest payments on outstanding liabilities are proportional . The corresponding rental liability, after deduction for financing costs, is attributed to interest-bearing liabilities, while the interest portion of leasing costs is recognised in revenue during the lease period . Properties, machines and equipment acquired by leasing are depreciated over their economic lives .
Operational leasing. Leasing of assets whereby the lessor essentially remains the owner of the asset is classified as operational leasing, and payments made according to operational leasing contracts or rental agreements are expensed proportionally during the lease or rental period, respectively . Any compensation, according to agreement, that the lessee is obliged to pay to the lessor if the leasing contract is terminated prematurely is expensed during the period in which the contract is terminated . Profits arising as a result of the termination of the leasing agreement are recognised onadiscounted basis .
getinge asalessor. Leasing agreements are defined in two categories, operational and financial, depending on the financial significance of the agreement . Operational leasing agreements are recognised as fixed assets . Revenues from operational leasing are recognised evenly over the leasing period . Straight-line depreciation is applied to these assets in accordance with the undertakings and the depreciation amount is adjusted to correspond with the calculated realisable value when the undertaking expires . The estimated impairment need is immediately charged to profit and loss . The products' estimated realisable value at the expiration of the undertaking is continuously followed up on an individual basis . Financial leasing agreements are recognised as long-term and short-term receivables . Payments received from financial leasing agreements are divided between interest income and depreciation of receivables .
Impairment losses. At the end of each accounting period, the carrying amount of the assets is assessed to determine whether there is any indication that impairment is required . If there is such an indication, the asset's recoverable value is established . The recoverable value is deemed to be the higher of the asset's net realisable fair value and its value in use, for which the impairment loss is recognised as soon as the carrying amount exceeds the recoverable value . Earlier recognised impairment losses on machines and equipment are reversed if the recoverable value is deemed to have increased, although the impairment losses are not reversed to an amount greater than what the carrying amount would have been if no impairment losses had been recognised in earlier years . Recognised decreases in the value of goodwill are not reversed .
Stock-in-trade. Stock-in-trade is valued at the lower of cost and production value, according to the first in/first out (FIFO) principle, and net realisable value . Stock-in-trade includes a share of indirect costs related to this . The value of finished products includes raw materials, direct work, other direct costs and production-related expenses including depreciation . The net realisable value is calculated as the estimated sales price less estimated completion and selling costs . An assessment of obsolescence in stock-in-trade is conducted regularly during the year . The value of stock-in-trade is adjusted for the estimated decrease in value attributable to products no longer sold, surplus stock-in-trade, physical damage, lead times for stock-in-trade, and handling and sales overheads . If the net realisable value is lower than the acquisition cost,avaluation reserve is established for stock-in-trade obsolescence .
financial instruments. A financial asset or financial liability is recognised in the balance sheet when the company is party to the contractual conditions of the instrument .Afinancial asset is eliminated from the balance sheet when the rights contained in the contract are realised, mature or when the company loses control over them . A financial liability is eliminated from the balance sheet when the commitment in the agreement has been completed or has in any other manner been terminated . Acquisitions and sales of financial assets are recognised on the trade date, which is the date on which the company commits itself to acquire or sell the assets, apart from cases in which the company acquires or sells listed securities when liquidity date reporting is applied . At the end of each accounting period, the company assesses whether there are objective indications that a financial asset or group of financial assets
requires impairment . Financial instruments are recognised at amortised cost or fair value, depending on the initial classification according to IAS 39 (see below) . Further information about financial instruments can be found in Note 14 Accounts receivable, Note 18 The Group's interest-bearing net debt and Note 26 Financial risk management and financial derivative instruments .
fair value. Recognised fair values for derivative instruments have been measured based on the most reliable market prices available . This means that all instruments traded in an effective market, such as currency-forward contracts, are measured marked-to-market at their current rate . In cases where an instrument lacksareliable, available market price, such as interest swaps, the cash flow is discounted using deposit and swap interests for the currency in question . Translation to SEK is based on the quoted exchange rate on the closing date .
Interestbearing liabilities. Liabilities to credit institutions and issued bonds are valued at amortised cost . Interest-bearing liabilities to which hedge accounting has been applied in accordance with the method for fair-value hedging are valued at fair value regarding the hedged risk . The effect of the hedge is recognised on the same line as the hedged item . Long-term liabilities have an expected term longer than one year while current liabilities have a term of less than one year .
Derivative instruments. All derivative instruments are recognised at fair value in the balance sheet . The changes of value in derivative instruments fulfilling the hedge-accounting requirements according to the cash-flow hedging method or hedging of net investments in foreign currency are recognised in separate categories under shareholders' equity and are recognised as revenue in conjunction with the reporting of the hedged item in profit and loss . Changes in value of derivative instruments fulfilling hedge-accounting requirements according to the method of hedging fair value are recognised in profit and loss to meet the changes in value of the hedged item . The changes in value of derivative instruments that are not subject to hedge accounting and of derivative instruments included in a fair-value hedge are recognised in profit and loss .
Accounts receivable. Accounts receivable are classified as "Loan receivables and accounts receivable," meaning that they are recognised at amortised cost . The expected term of accounts receivable is short, which is why the amount is reported at nominal value without discounting . Accounts receivable are recognised in the amounts that are expected to be received after deductions for uncertain receivables, which are assessed on an individual basis . Any impairment of accounts receivable is recognised in operating expenses .
Other current receivables. Other current receivables are classified as "Loan receivables and accounts receivable," meaning that they are recognised at amortised cost . The expected term of other current receivables is short, which is why the amount is recognised at nominal value without discounting .
Other current liabilities. Other current liabilities are classified as "Other liabilities," and are recognised at amortised cost . The expected term of accounts receivable is short, which is why the liability is recognised at nominal value without discounting .
Accounts payable. Accounts payable are classified as "accounts payable," meaning that they are recognised at amortised cost . The expected term of accounts payable is short, which is why the amount is recognised at nominal value without discounting .
Cash and cash equivalents. The major portion of cash and cash equivalents comprises cash funds held at financial institutions, and onlyaminor portion comprises current liquid investments withaterm from the date of acquisition of less than three months, which are exposed to only an insignificant risk of value fluctuations . Cash and cash equivalents are recognised at nominal value, which is equivalent to fair value .
Employee benefits. Recognition of pensions . Getinge has both definedcontribution and defined-benefit pension plans, of which some have assets in special funds or similar securities . The plans are usually financed by payments from the respective Group companies and the employees . The Group's Swedish companies are generally covered by the ITP plan, which does not require any payments from employees .
Definedbenefit plans. Pension expenses for defined-benefit plans are calculated using the Projected Unit Credit Method in a manner that distributes expenses over the employee's working life . The calculation is performed annually by independent actuaries . These commitments are valued at the present value of expected future payments, with consideration for calculated future salary increases, utilisingadiscount rate corresponding to the interest rate of first-class company or government bonds with a remaining term that is almost equivalent to the actual commitments . The defined-benefit plans, with deductions for the fair value of plan assets and adjustments for actuarial gains/ losses not recognised for service in earlier periods, are recognised under the heading "Pension provisions ." Actuarial profits and losses outside the 10% corridor are distributed over the employees' calculated average remaining period of employment . The calculations are performed under the supervision of qualified actuaries who annually perform the calculations of the pension plan . Costs for defined-benefit plans in profit and loss comprise the total costs for service during the current and earlier years, interest on commitments, expected return on plan assets and the amortisation of actuarial gains and losses . Costs for service during the current period and previous periods are recognised as personnel costs . The portion of the interest component of pension costs related to the deficit in pension funds is recognised under financial expenses .
Definedcontribution plans. These are plans in which the company pays fixed fees to a separate legal entity and does not have any legal or informal obligation to pay additional fees . The Group's payments for defined-contribution plans are recognised as expenses during the period in which the employees perform the services that the fee covers . The part of the Swedish ITP plan concerning family pension, disability pension, and employment group life insurance financed by insurance with Alecta isadefined-benefit pension multiemployer scheme . For this pension scheme, according to IAS 19, a company is primarily to recognise its proportional share of the defined-benefit pension commitment and the plan assets and expenses associated with the pension plan . The financial statements shall also include disclosure required for defined-benefit pension plans . Alecta is currently unable to provide the necessary information and therefore the above pension schemes are recognised as defined-contribution pension schemes in accordance with item 30 of IAS 19 . This means that premiums paid to Alecta will also be recognised on an ongoing basis as expenses in the period to which they pertain .
Share-based remuneration. IFRS 2, Share-based remuneration, prescribes that share-based remuneration shall be classified as cash-settled or equity-settled . Getinge's programme comprises only equity-settled remuneration, whereby employees who are offered participation in the call-option programme acquire the options at market value . Since acquisitions are made at market value, the company does not incuracost to allocate over the programme's period of service .
provisions. Provisions are recognised when the Group hasalegal or informal obligation as a result of past events and it is probable that payment will be required to fulfil the commitment and ifareliable estimation can be made of the amount to be paid . Pensions, deferred tax liabilities, restructuring measures, guarantee commitments and similar items are recognised as provisions in the balance sheet . Provisions are reviewed at the end of each accounting period .
contingent liabilities. Contingent liabilities are commitments not recognised as liabilities/provisions either because it is not certain that an outflow of resources will be required to regulate the commitment or because it is not possible to makeareliable estimate of the amount .
Income taxes. Getinge's income taxes include taxes on the Group companies' profits recognised during the accounting period and tax adjustments attributable to earlier periods and changes in deferred taxes . Measurement of all tax liabilities/ receivables is conducted at nominal amounts and in accordance with enacted tax regulations and tax rates or those that have been announced and will almost certainly be enacted . Tax is recognised directly in shareholders' equity if the tax is attributable to items that are recognised directly in shareholders' equity . Deferred tax is calculated to correspond to the tax effect arising when final tax is determined . Deferred tax corresponds to the net effect of tax on all existing differences between fiscal and book values of assets and liabilities by applying applicable tax rates . Temporary differences primarily arise from the depreciation of properties, machines and equipment, the market valuations of identifiable assets, liabilities and contingent liabilities in acquired companies, the market valuation of investments classified as available-for-sale and financial derivatives, gains from intra-Group inventory transactions, untaxed reserves and tax loss carryforwards, of which the latter is recognised as an asset only to the extent that it is probable that these loss carryforwards will be matched by future taxable profits . The deferred tax liability pertaining to temporary differences that are attributable to investments in subsidiaries and affiliates is not recognised, since the Parent Company, in each instance, can control the point in time of reversal of the temporary differences and a reversal in the foreseeable future has been deemed improbable .
Segment reporting. Getinge's operations are controlled and reported primarily by business area and secondarily by geographic area . Each segment is consolidated according to the same policies as for the Group in its entirety . The earnings of the segments represent their contribution to the Group's earnings and include distributed central head office expenses . Assets inasegment include all operating assets used by the segment and primarily comprise intangible assets, tangible fixed assets, stock-in-trade, external accounts receivable, other receivables and prepaid expenses and accrued income . Liabilities in a segment include all operating liabilities utilised by the segment and primarily comprise provisions excluding interest-bearing pension provisions and deferred tax liabilities, external accounts payable, other current liabilities, accrued expenses and deferred income . Non-distributed assets and liabilities include all tax items and all items of a financial, interest-bearing nature . The introduction of IFRS 8 has not resulted in any change in Getinge's segment separation .
cash-flow statements. Cash-flow statements are prepared in accordance with IAS7Cash-flow statements, indirect method . The cash flows of foreign subsidiaries are translated at average exchange rates . Changes in the Group structure, acquisitions and divestments, are recognised net, excluding cash and cash equivalents, under "Acquisitions and divestments of subsidiaries" and are included in cash flow from investing activities .
Earnings per share. Earnings per share before dilution are calculated by dividing net profits for the year attributable to the Parent Company's shareholders by the weighted average number of shares outstanding during the period .
Dividend. Dividends proposed by the Board of Directors are not deducted from distributable earnings until the dividend has been approved by the Annual General Meeting .
revised IfrS 3 Business combinations. This standard became effective on 1 July 2009 and applies to the financial year that commences on this date . The standard contains changes regarding the recognition of future acquisitions, including the recognition of transaction costs, potential conditional purchase considerations and successive acquisitions . The Group will apply the standard from 1 January 2010 . The application will prospectively impact acquisitions made after the standard becomes effective .
IAS 27 amendment Consolidated and separate financial statements. This amendment became effective on 1 July 2009 asaresult of the new IFRS 3 and applies to the financial year that commences on this date . The amendment entails follow-on changes in IAS 27 regarding, for example, how changes in the recognition of holdings shall be recognised in cases where the Parent Company maintains/loses controlling interest in the owned company . The Group will apply the amendment from 1 January 2010 onward . The application will prospectively impact recognition of changes in holdings made after the standard becomes effective .
In addition to the aforementioned, the following standards and IFRIC statements will be applicable to the Getinge Group in the future, but are not expected to have any significant effect on the Group's financial statements .
* These standards/interpretations have not been adopted by the EU at this time . Accordingly, the stated application dates may be changed as a result of decisions made in conjunction with the EU's approval process .
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Product sales | 17 522 | 14 798 | 12 244 |
| Spare parts | 2 126 | 1 702 | 1 682 |
| Service assignments | 2 296 | 1 908 | 1 718 |
| Leasing | 872 | 864 | 801 |
| Total | 22 816 | 19 272 | 16 445 |
Segment reporting is prepared in accordance with the same policies as described in the section concerning consolidated financial statements . Throughout the world, Getinge's operations are organised into three business areas: Infection Control, Extended Care and Medical Systems . These business areas form the basis for the Group's segment information . Business terms and conditions as well as market-regulated pricing apply for delivery of products and services between Group companies . No proprietary sales are conducted between the various business areas in the Group .
The reporting segments are active in the following operations:
medical Systems specialises in solutions and products for surgery and intensive care . The product range includes surgical tables, surgical lamps, telemedicine, perfusion products, instruments for bypass operations, ventilators and anaesthesia systems . Production is conducted at 11 plants in seven countries . Sales are conducted through 34 proprietary sales companies and through distributors in markets where the business area has no proprietary representation .
Extended Care focuses on ergonomic solutions for patients' mobility and on wound care . The product range encompasses bathing and shower solutions, lifting equipment and mattresses for the treatment and prevention of pressure ulcers, as well as service and consulting . Production is conducted at nine plants in eight countries . Sales are conducted through 33 proprietary sales companies and through distributors in markets where the business area has no proprietary representation .
Infection Control supplies solutions for infection control in preventive healthcare and healthcare, and contamination prevention operations in Life Sciences . The product range comprises disinfectors, sterilisers, documentation systems and related equipment, as well as service and consulting . Production is conducted at 12 plants in seven countries . Sales are conducted through 31 proprietary sales companies and through distributors in markets where the business area has no proprietary representation .
| net sales | Operating profit | Depreciation/Amortisation | ||||||
|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 |
| 11 255 | 8 416 | 6 078 | 1 636 | 1 511 | 1 033 | 783 | 434 | 159 |
| 6 467 | 6 174 | 6 009 | 835 | 732 | 597 | 449 | 417 | 419 |
| 5 094 | 4 682 | 4 358 | 599 | 634 | 625 | 146 | 118 | 105 |
| 22 816 | 19 272 | 16 445 | 3 070 | 2 877 | 2 255 | 1 378 | 969 | 683 |
| – | – | – | 249 | 45 | 42 | – | – | – |
| – | – | – | 685 | -796 | -549 | – | – | – |
| – | – | – | 720 | -603 | -515 | – | – | – |
| 1 914 | 1 523 | 1 233 | ||||||
| Assets | liabilities | Investments in fixed assets | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Medical Systems | 22 056 | 16 385 | 8 130 | 3 414 | 3 390 | 2 036 | 597 | 397 | 179 |
| Extended Care | 8 700 | 9 178 | 9 183 | 1 050 | 1 507 | 1 106 | 154 | 153 | 174 |
| Infection Control | 4 142 | 4 608 | 3 933 | 1 487 | 1 677 | 1 150 | 124 | 90 | 115 |
| Other | – | – | – | – | 1 | 1 | 32 | 2 | – |
| Total segment assets/liabilities | 34 898 | 30 171 | 21 246 | 5 951 | 6 575 | 4 293 | 907 | 642 | 468 |
| Undistributed assets/liabilities | 2 600 | 2 861 | 1 724 | 18 985 | 15 781 | 12 084 | – | – | – |
| Total | 37 498 | 33 032 | 22 970 | 24 936 | 22 356 | 16 377 | 907 | 642 | 468 |
| net sales | Tangible and intangible fixed assets |
|||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Europe | 11 233 | 10 120 | 9 656 | 11 432 | 11 584 | 11 138 |
| USA and Canada | 7 228 | 5 774 | 4 223 | 12 056 | 7 083 | 1 408 |
| Asia and Australia | 3 431 | 2 538 | 2 017 | 429 | 393 | 254 |
| Other countries | 924 | 840 | 549 | 110 | 76 | 51 |
| Total geographic area | 22 816 | 19 272 | 16 445 | 24 027 | 19 136 | 12 851 |
The geographic areas' consolidation is conducted in accordance with the same policies as for the Group in its entirety .
DEPrECIATIOn/AmOrTISATIOn ACCOrDIng TO PlAn, SEK m
| Summary | 2009 | 2008 | 2007 |
|---|---|---|---|
| Buildings and land improvements | 94 | -76 | -57 |
| Machinery and other technical plants | 113 | -108 | -91 |
| Equipment, tools and installations | 224 | -152 | -137 |
| Equipment for rental | 244 | -187 | -178 |
| Total depreciation, tangible fixed assets | 673 | -523 | -463 |
| Capitalised development costs | 120 | -85 | -58 |
| Patents | 65 | -58 | -6 |
| Customer relations | 169 | -160 | -54 |
| Technical know-how | 39 | -37 | -29 |
| Trademarks | 77 | -71 | -43 |
| Agreements | 5 | -4 | -6 |
| Other | 231 | -31 | -24 |
| Total amortisation of intangible fixed assets | 705 | -447 | -220 |
| Total depreciation/amortisation of fixed assets | 1 378 | -969 | -683 |
| Cost of goods sold | 593 | -480 | -393 |
|---|---|---|---|
| Selling expenses | 576 | -363 | -180 |
| Administrative expenses | 164 | -95 | -91 |
| Research and development costs | 45 | -31 | -19 |
| Total | 1 378 | -969 | -683 |
| fee to Öhrlings PricewaterhouseCoopers | 2009 | 2008 | 2007* |
|---|---|---|---|
| Fee and expense reimbursement | |||
| Auditing assignments | 17 | 13 | 16 |
| Other assignments | 16 | 5 | 20 |
* Fee to Deloitte AB, which was the company's auditor in 2007 .
PricewaterhouseCoopers is the company's auditor . Auditing assignments refer to the auditing of the Annual Report and financial statements, including the Board's and the President's administration, other assignments that the company's auditors are required to perform and advice or other support brought about by observations from auditing or conducting similar tasks . Other assignments refer mainly to consulting concerning auditing and taxation issues as well as assistance in connection with company acquisitions .
| Translation differences were recognised in profit and loss as follows: | |||||
|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | |||
| Other operating income | 15 | -30 | 8 | ||
| Interest income and similar profit items (Note 7) | 229 | 6 | – | ||
| Interest expenses and similar loss items (Note 8) | 5 | – | -2 | ||
| Total | 239 | -24 | 6 |
InTErEST InCOmE AnD SImIlAr PrOfIT ITEmS, SEK m
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Interest income | 13 | 38 | 40 |
| Currency gains | 229 | 6 | – |
| Other | 7 | 1 | 2 |
| Total | 249 | 45 | 42 |
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Interest expenses | 634 | -766 | -528 |
| Currency losses | 5 | – | -2 |
| Other | 46 | -30 | -19 |
| Total | 685 | -796 | -549 |
| Tax expense, SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Actual tax expense | 470 | -656 | -624 |
| Deferred tax | 250 | 53 | 109 |
| Total | 720 | -603 | -515 |
In Sweden, tax on profit for the year was calculated at 26 .3% . In other countries, tax was calculated in accordance with local tax rates .
| The relationship between the year's tax expenses and the recognised profit before tax |
2009 | 2008 | 2007 |
|---|---|---|---|
| Recognised profit before tax | 2 634 | 2 126 | 1 748 |
| Tax according to current tax rate | 720 | -595 | -489 |
| Adjustment of tax expenses from earlier years | 113 | -12 | -16 |
| Tax effect of non-deductible costs | 197 | -134 | -105 |
| Tax effect of non-taxable income | 25 | 35 | 17 |
| Utilised loss carryforwards not previously capitalised |
– | – | 27 |
| Changed value of temporary differences | 26 | 49 | 73 |
| Adjustment for tax rates in foreign subsidiaries | 33 | 54 | -22 |
| recognised tax expense | 720 | -603 | -515 |
| Deferred tax assets relate to the following temporary differences and loss carryforwards |
2009 | 2008 | 2007 |
| Deferred tax assets relating to: | |||
| Temporary differences in fixed assets | 145 | 200 | 118 |
| Temporary differences in long-term financial | |||
| receivables | 20 | 76 | 1 |
| Temporary differences in current assets | 165 | 174 | 154 |
| Deductible temporary differences in provisions | 330 | 217 | 160 |
| Loss carryforwards | 304 | 466 | 309 |
| Other deductible temporary differences | 70 | 312 | 118 |
| Deferred tax liabilities relating to: | |||
| Temporary differences in fixed assets | 352 | -165 | -97 |
| Deferred tax on untaxed reserves | 9 | -32 | -29 |
| Other taxable temporary differences | 24 | -204 | -81 |
| Deferred tax assets, net | 649 | 1 044 | 653 |
| Deferred tax liabilities relate to the following temporary differences and loss carryforwards |
2009 | 2008 | 2007 |
| Deferred tax assets relating to: | |||
| Temporary differences in fixed assets | 355 | -377 | -319 |
| Temporary differences in current assets | 7 | 10 | 18 |
| Deductible temporary differences in provisions | 32 | 42 | |
| – | |||
| Loss carryforwards | – | 3 | – |
| Other deductible temporary differences | – | 13 | 15 |
| Deferred tax liabilities relating to: | |||
| Temporary differences in fixed assets | 438 | -120 | -130 |
| Temporary differences in current assets | 186 | -2 | -4 |
| Deferred tax on untaxed reserves | – | -5 | -3 |
| Other taxable temporary differences | 131 | -5 | -9 |
| Deferred tax liabilities, net | 1 103 | -451 | -390 |
| maturity structure for loss carryforwards, SEK m | 2009 | 2008 | 2007 |
| Due within1year | – | – | 1 |
| Due within2years | – | – | – |
| Due within3years | – | – | 3 |
| Due within4years | – | – | – |
| Due within5years | 2 | -3 | – |
| Due in more than5years | 5 | -23 | – |
| No due date | 297 | -448 | 305 |
| Total | 304 | -474 | 309 |
| nonrecognised tax assets, SEK m | 2009 | 2008 | 2007 |
| Temporary differences | 2 | 4 | 6 |
| Loss carryforwards | 473 | 506 | 551 |
| Total | 475 | 510 | 557 |
It has been assessed that the non-recognised tax assets cannot be utilised in the foreseeable future . Taxable temporary differences exist for interests in subsidiaries . Because there are no plans to sell the companies in the foreseeable future, the deferred tax item was not recognised .
On 21 April 2009, shareholders were paid a dividend of SEK 2 .40 per share (SEK 572min total) relating to 2008 . On 21 April 2008,adividend of SEK 2 .40 per share (SEK 515min total) was paid relating to 2007 .
The Board and the CEO propose to the Annual General Meeting that a dividend of SEK 2 .75 per share be paid to shareholders, which amounts to SEK 655 m . The proposed record date is 26 April 2010 . VPC anticipates that the dividend can be sent to the shareholders on 29 April . The dividend for the 2009 financial year is not included among the company's liabilities .
The calculation of earnings per share relating to the Parent Company's shareholders is based on the following information: Earnings (numerator) 2009 2008 2007 Earnings relating to the Parent Company's shareholders, which form the basis for calculation of earnings per share 1 911 1 524 1 232 number of shares (denominator) 2009 2008 2007 Weighted average number of ordinary shares for calculation of earnings per share 238 323 377 210 836 900 201 873 920
fIXED ASSETS' COST, ETC., SEK m
| non amortisable | Amortisable | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| InTAngIBlE fIXED ASSETS |
goodwill | Trademarks | Capitalised development costs |
Intangible fixed assets, other |
Patents | Customer relations |
Technical knowhow |
Trademarks | Agreements |
| COST | |||||||||
| At 1 January 2008 | 8 972 | 44 | 836 | 247 | 91 | 505 | 263 | 777 | 49 |
| Investments | 2 502 | – | 428 | 52 | – | – | – | – | – |
| In new companies at time of acquisition | – | – | – | 3 | 494 | 1 090 | 77 | 310 | – |
| Sale/disposals | -2 | – | – | -10 | – | – | – | -10 | – |
| Reclassifications | 9 | – | -1 | 5 | – | – | – | – | – |
| Translation differences | 623 | -2 | 57 | 43 | 113 | 183 | -7 | -35 | -5 |
| At 1 January 2009 | 12 104 | 42 | 1 320 | 339 | 699 | 1 778 | 333 | 1 042 | 44 |
| Investments | 18 | – | 607 | 164 | – | – | – | – | – |
| In new companies at date of acquisition | 3 561 | – | 64 | 1 940 | – | – | – | – | – |
| Sale/disposals | -21 | – | – | -6 | – | – | – | – | – |
| Reclassifications | -5 | – | -36 | 43 | – | – | – | – | – |
| Translation differences | -722 | 4 | -44 | -260 | -46 | -79 | 5 | -11 | 3 |
| At 31 December 2009 | 14 934 | 46 | 1 912 | 2 219 | 653 | 1 699 | 337 | 1 032 | 47 |
| Accumulated Depreciation | |||||||||
| At 1 January 2008 | 716 | – | 129 | 172 | 53 | 69 | 51 | 56 | 14 |
| Depreciation for the year | – | – | -85 | -31 | -58 | -160 | -37 | -71 | -4 |
| In new companies at date of acquisition | – | – | – | -1 | – | – | – | – | – |
| Sale/disposals | – | – | – | 9 | – | – | – | 3 | – |
| Reclassifications | 10 | – | – | -2 | – | – | – | – | – |
| Translation differences | -79 | – | -8 | -27 | -16 | -10 | 3 | 1 | 1 |
| At 1 January 2009 | 785 | – | 222 | 224 | 126 | 239 | 85 | 124 | 17 |
| Depreciation for the year | – | – | -120 | -231 | -65 | -169 | -39 | -77 | -5 |
| In new companies at date of acquisition | – | – | -17 | -78 | – | – | – | – | – |
| Sale/disposals | – | – | – | 4 | – | – | – | – | – |
| Reclassifications | – | – | – | -1 | – | – | – | – | – |
| Translation differences | 33 | – | 6 | 30 | 10 | 13 | -3 | 5 | -2 |
| At 31 December 2009 | 752 | – | 353 | 499 | 181 | 395 | 126 | 196 | 23 |
| Carrying amount 31 December 2008 | 11 319 | 42 | 1 098 | 115 | 573 | 1 539 | 248 | 918 | 27 |
| Carrying amount 31 December 2009 | 14 183 | 46 | 1 559 | 1 720 | 472 | 1 304 | 211 | 836 | 23 |
| TAngIBlE fIXED ASSETS | value according to balance sheet 2008 |
Invest ments |
Sales/ Disposals |
Acquired and divested operations |
reclassi fications |
Translation differences |
value according to balance sheet 2009 |
|---|---|---|---|---|---|---|---|
| COST | |||||||
| Buildings and land 1) |
2 272 | 47 | -10 | 262 | 36 | -98 | 2 509 |
| Plant and Machinery | 1 716 | 71 | -137 | 146 | -40 | -67 | 1 689 |
| Equipment, tools, fixtures and fittings | 1 637 | 338 | -198 | 299 | -21 | -82 | 1 973 |
| Equipment for rental | 1 753 | 249 | -175 | 219 | 67 | -56 | 2 057 |
| Constructions in progress | 204 | 243 | -3 | – | -71 | -21 | 353 |
| Advance payments for tangible fixed assets | 112 | 45 | – | – | -16 | -2 | 139 |
| Total | 7 694 | 993 | 522 | 926 | 45 | 326 | 8 720 |
1) Of which, land amounted to SEK 178 m (165) in 2009 .
| ACCumulATED DEPrECIATIOn | value according to balance sheet 2008 |
Depreciation for the year |
Sales/ Disposals |
Acquired and divested operations |
reclassi fications |
Translation differences |
value according to balance sheet 2009 |
|---|---|---|---|---|---|---|---|
| Buildings and land | -851 | -94 | 8 | -94 | -28 | 30 | -1 029 |
| Plant and Machinery | -1 182 | -113 | 128 | -108 | 69 | 44 | -1 161 |
| Equipment, tools, fixtures and fittings | -1 113 | -224 | 162 | -198 | -6 | 61 | -1 319 |
| Equipment for rental | -1 292 | -244 | 161 | -162 | -46 | 43 | -1 538 |
| Total | 4 438 | 673 | 459 | 561 | 11 | 178 | 5 047 |
The total tax assessment value of the Group's properties in Sweden amounts to SEK 125 m (128), of which SEK 20 m (21) is the tax assessment value of land . Pledged fixed assets used as security for financial obligations are presented in Note 24 .
| goodwill and intangible fixed assets with an indeterminate useful life are distributed among the cashgenerating units, which are identified per business area | |
|---|---|
| DEPrECIATIOn | 2009 | 2008 | 2007 |
|---|---|---|---|
| Infection Control | 820 | 843 | 688 |
| Extended Care | 3 851 | 3 771 | 4 180 |
| Medical Systems | 9 557 | 6 747 | 3 432 |
| Total | 14 228 | 11 361 | 8 300 |
Impairment testing of goodwill is conducted annually and whenever conditions indicate that impairment may be necessary . The recoverable value for cash-generating units is based on the calculated value in use . For impairment-testing purposes, goodwill relating to acquisitions is allocated to the various business areas and divisions that are defined as separate cashgenerating units .
The value in use of goodwill and intangible fixed assets with an indeterminate useful life pertaining to Infection Control, Extended Care and Medical Systems was calculated based on discounted cash flows . For the first year, the cash flow is based on the budget determined by the Board, or in certain instances,aforecast, if the budget is out of date . The cash flows for the following four years are based on the company's best assessment and growth comprises approximately 5% for Infection Control and Medical Systems, and approximately 6% for Extended Care . For subsequent periods, cash flow pertaining to this operation is estimated to have a growth corresponding to 2% . This growth is based on reasonable prudence and does not exceed long-term growth for the industry asawhole .
A discount rate of 11 .1% before tax was applied when calculating the value in use for all business areas .
Assumptions for the impairment needs that are the most sensitive:
| Infection Control | Extended Care | medical systems | |
|---|---|---|---|
| Carrying amount* | 2 655 | 7 650 | 18 642 |
| recoverable value exceeding the carrying amount |
6 275 | 6 212 | 4 095 |
| Significant assumptions: | |||
| Growth rate between year two and year five decreases by 1% . |
Growth rate decreases from 5% to 4%, the change involves no impairment requirement . The value in use decreases by SEK 243 m, but despite this, exceeds the carrying amount . |
Growth rate decreases from 6% to 5%, the change involves no impairment requirement . The value in use decreases by SEK 369 m, but despite this, exceeds the carrying amount . |
Growth rate decreases from 5% to 4%, the change involves no impairment requirement . The value in use decreases by SEK 620 m, but despite this, exceeds the carrying amount . |
| Growth rate after year five years decreases by 1% . |
Growth rate decreases from 2% to 1%, the change involves no impairment requirement . The value in use decreases by SEK 642 m, but despite this, exceeds the carrying amount . |
Growth rate decreases from 2% to 1%, the change involves no impairment requirement . The value in use decreases by SEK 1,002 m, but despite this, exceeds the carrying amount . |
Growth rate decreases from 2% to 1%, the change involves no impairment requirement . The value in use decreases by SEK 1,633 m, but despite this, exceeds the carrying amount . |
| Discount rate after tax increases by 1% . |
Discount rate after tax increases from 8 .0% to 9 .0%, the change involves no impairment requirement . The value in use decreases by SEK 1,155 m, but despite this, exceeds the carrying amount . |
Discount rate after tax increases from 8 .0% to 9 .0%, the change involves no impairment requirement . The value in use decreases by SEK 1,802 m, but despite this, exceeds the carrying amount . |
Discount rate after tax increases from 8 .0% to 9 .0%, the change involves no impairment requirement . The value in use decreases by SEK 2,941 m, but despite this, exceeds the carrying amount . |
* The carrying amount corresponds with the segments' net assets in Note 3 .
There are a small number of intangible assets, except for trademarks valued at SEK 46m(42), for which the useful life has been designated as indeterminable . For these trademarks, there is no foreseeable limit for the time period during which the trademarks are expected to generate net revenues for Getinge . The useful life for other intangible assets is three to 15 years . For strategic acquisitions, the useful life exceeds five years .
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Raw materials | 1 507 | 1 502 | 1 326 |
| Work in progress | 398 | 315 | 302 |
| Finished products | 2 251 | 2 198 | 1 285 |
| Total | 4 156 | 4 015 | 2 913 |
| Part of stock-in-trade valued at fair value less realisable value . |
28 | 36 | 15 |
| Impairment of stock-in-trade recognised as an expense in profit and loss . |
-69 | -70 | -33 |
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Accounts receivable before provisions | 5 869 | 6 303 | 4 791 |
| Provisions against uncertain debts | 274 | -216 | -184 |
| Total | 5 595 | 6 087 | 4 607 |
Accounts receivable net, after provisions for uncertain debts, theoretically constitutes maximum exposure for the calculated risk of losses . The carrying amount of accounts receivable represents the assessed fair value . It is the Group's opinion that there is no significant concentration of accounts receivable on any single client . Letters of credit or equivalent normally guarantee cover sales to countries outside the OECD .
At 31 December 2009, accounts receivable amounting to SEK 2,255 m (2,351) had fallen due without the need to recognise any impairment loss . These relate toanumber of independent customers that have previously not had any payment difficulties . A maturity analysis of these accounts receivable is presented below:
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Fallen due 1-30 days | 810 | 936 | 794 |
| Fallen due 31-60 days | 435 | 403 | 319 |
| Fallen due 61-90 days | 241 | 286 | 220 |
| Fallen due, more than 90 days | 769 | 726 | 460 |
| Total | 2 255 | 2 351 | 1 793 |
At 31 December 2009, the Group recognised accounts receivable in which there isaneed to recognise an impairment loss of SEK 274m(216) . A provision has been made for all of these accounts receivable . A maturity analysis of these is presented below:
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Not fallen due | 15 | -12 | -18 |
| Fallen due 1-30 days | 8 | -3 | -2 |
| Fallen due 31-60 days | 8 | -2 | -3 |
| Fallen due 61-90 days | 9 | -6 | -2 |
| Fallen due, more than 90 days | 234 | -193 | -159 |
| Total | 274 | -216 | -184 |
Recognised amounts, by currency, for the Group's accounts receivable are as follows:
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| EUR | 2 501 | 2 850 | 2 338 |
| USD | 1 595 | 1 540 | 1 014 |
| GBP | 477 | 505 | 479 |
| CAD | 178 | 158 | 174 |
| SEK | 100 | 275 | 75 |
| Other currencies | 1 018 | 975 | 711 |
| Total | 5 869 | 6 303 | 4 791 |
Changes in provisions for uncertain debts are as follows:
| 2009 | 2008 | 2007 |
|---|---|---|
| 216 | -184 | -145 |
| 28 | -8 | -38 |
| 69 | -43 | -17 |
| 41 | 34 | 19 |
| 10 | 5 | -1 |
| 8 | -20 | -2 |
| 274 | -216 | -184 |
PrEPAID EXPEnSES AnD ACCruED InCOmE, SEK m
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Accrued income | 45 | 86 | 227 |
| Prepaid financial expenses | – | 23 | 18 |
| Prepaid rental expenses | 24 | 27 | 13 |
| Prepaid insurance expenses | 29 | 35 | 26 |
| Prepaid commissions | 25 | 21 | 18 |
| Accrued interest income | 2 | 2 | 1 |
| Other prepaid expenses and accrued income | 219 | 198 | 140 |
| Total | 344 | 392 | 443 |
ShArE CAPITAl
| Class of shares | A | B | Total |
|---|---|---|---|
| Par value per share | 0 .50 | 0 .50 | |
| number of shares outstanding: | |||
| 1 January 2009 | 14 346 045 | 200 144 995 | 214 491 040 |
| 31 December 2009 | 15 940 050 | 222 383 327 | 238 323 377 |
| Share's voting rights in % | 41 .8 | 58 .2 | 100 .0 |
In accordance with the Articles of Association, the company's share capital shall amount to not less than SEK 75 m and not more than SEK 300 m . Within these limits, the share capital can be raised or lowered without requiring an amendment to the Articles of Association . The maximum number of shares is 600 million . One classAshare carries ten votes and one classBshare carries one vote . Both classes of share have the same par value, which is SEK 0 .50 . At 31 December 2009, the company's share capital totalled SEK 119 m (107) .
At 31 December 2009, the total granted, unutilised overdraft facilities were SEK 885 m (933) . In addition, there were unutilised short-term credit facilities of SEK 874 m (1,307) and committed, unutilised facilities for long-term credit of SEK 3,213 m (1,693), which may be utilised without qualification .
ThE grOuP'S InTErESTBEArIng nET DEBT, SEK m
| SEK m | 2009 | Change | 2008 | Change | 2007 | Change | 2006 |
|---|---|---|---|---|---|---|---|
| Current liabilities to credit institutions | 15 | -79 | 94 | 27 | 67 | 33 | 34 |
| Long-term liabilities to credit institutions | 16 037 | 2 887 | 13 150 | 4 004 | 9 146 | 4 762 | 4 384 |
| Interest-rate/currency derivatives–hedging of fair value | – | – | – | -242 | 242 | 51 | 191 |
| Pension liabilities, interest-bearing | 1 634 | -96 | 1 730 | -75 | 1 805 | 166 | 1 639 |
| Less, cash and cash equivalents | 1 389 | 117 | -1 506 | -612 | -894 | -221 | -673 |
| Total | 16 297 | 2 829 | 13 468 | 3 102 | 10 366 | 4 791 | 5 575 |
At 31 December 2009, the Group's long-term interest-bearing liabilities amounted to SEK 16,037 m, which is included in the company's medium-term committed credit facilities atacorresponding value of SEK 18,769 m . The fair value of interest-bearing loans, excluding the pension liability, amounted to approximately SEK 16,089 m .
The table below analyses the Group's financial liabilities and net settled derivative instruments that comprise financial liabilities, subdivided into the periods remaining on the balance-sheet date until the agreed date of maturity . The amounts stated in the table comprise contractual, undiscounted cash flows .
| At 31 December 2009, SEK m | < 1 year | 1 – 2 years | 2 – 5 years | > 5 years |
|---|---|---|---|---|
| Bank loans and bond loans (including interest) | 5 711 | 348 | 9 627 | 510 |
| Derivative instruments (net flows) | 225 | 25 | -124 | – |
| Accounts payable | 1 595 | – | – | – |
| Total | 7 531 | 373 | 9 503 | 510 |
lEASIng
| financial leasing | leasing fees, minimum | Present value of financial leasing | ||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Future payments: | ||||||
| Due within1year | 7 | 8 | 10 | 7 | 8 | 9 |
| Due within2to5years | 11 | 12 | 16 | 10 | 11 | 15 |
| Due within2to5years | 12 | 17 | 15 | 12 | 17 | 15 |
| Total | 30 | 37 | 41 | 29 | 36 | 39 |
| Less interest charges | 1 | -1 | -2 | n/a | n/a | n/a |
| Present value of future minimum leasing fees | 29 | 36 | 39 | 29 | 36 | 39 |
| Less short-term portion | – | – | – | 7 | -8 | -9 |
| Payments due after more than one year | – | – | – | 22 | 28 | 30 |
The interest rate is determined when the contract is entered into . All leasing agreements have fixed repayments and no agreement exists with variable fees . The fair value of Getinge's leasing obligations corresponds with their carrying amount . Leased assets under financial leasing are burdened with ownership restrictions to the lessor .
| fixed assets held through financial leasing |
Buildings and land |
machines and plant |
Equipment and tools, etc. |
|---|---|---|---|
| Cost | 60 | 2 | 10 |
| Accumulated depreciation | -44 | -2 | -4 |
| Carrying amount | 16 | – | 6 |
| Operating leases | 2009 | 2008 | 2007 |
|---|---|---|---|
| Costs relating to operating leases | 234 | 191 | 179 |
Leasing costs for assets held via operating leases, such as leased premises, machinery, mainframe computers and office equipment, are recognised among operating costs .
| On the balancesheet date, future leasing fees for noncancellable operating leasing agreements amounted to the following: |
2009 | 2008 | 2007 |
|---|---|---|---|
| Due within1year | 222 | 188 | 141 |
| Due within2to5years | 295 | 253 | 145 |
| Due in more than5years | 52 | 45 | 34 |
| Total | 569 | 486 | 320 |
| getinge as a lessor under operating leases: | 2009 | 2008 | 2007 |
|---|---|---|---|
| Due within1year | 4 | 4 | 4 |
| Due within2to5years | – | 4 | 1 |
| Total | 4 | 8 | 5 |
rESTruCTurIng rESErvES, SEK m
| huntleigh | Extended Care |
Datascope | Boston | Infection Control |
Other | Total | |
|---|---|---|---|---|---|---|---|
| value according to balance sheet 2007 | 71 | – | – | – | – | – | 71 |
| Provisions | 149 | – | – | 65 | – | 7 | 221 |
| Utilised funds | -200 | – | – | -17 | – | -7 | -224 |
| value according to balance sheet 2008 | 20 | – | – | 48 | – | – | 68 |
| Provisions | 30 | 25 | 89 | 89 | 85 | 18 | 336 |
| Utilised funds | -46 | – | -58 | -80 | – | -18 | -202 |
| Reclassifications | – | – | – | -8 | – | 8 | – |
| value according to balance sheet 2009 | 4 | 25 | 31 | 49 | 85 | 8 | 202 |
Announced restructurings in 2009 at the Extended Care business area pertain to the merger of the sales companies in the US and France . At Infection Control, the intention is to discontinue production at the unit in Peiting, Germany and relocate part of the production to the business area's unit in Växjö, and to discontinue production in Lynge, Denmark and relocate it to Getinge, Sweden . In 2009, Medical Systems relocated production from the facility in Dorado, Puerto Rico to Wayne, New Jersey, thus completing the integration of the Cardiac and Vascular Surgery divisions that were acquired from Boston Scientific in January 2008 . In addition, integration costs of SEK 89 m for Datascope, which was acquired in early 2009, were charged to profit .
| SEK m | value according to opening balance |
Provisions | utilised funds |
In new companies on acquisition |
unutilised funds restored |
reclassi fications |
Translation differences |
value according to closing balance |
|---|---|---|---|---|---|---|---|---|
| Guarantee reserve | 207 | 139 | -119 | 1 | -24 | -3 | -4 | 197 |
| Part-time retirement, German company | 59 | 6 | -19 | – | – | -1 | -3 | 42 |
| Severance pay and other employee-related provisions |
25 | 16 | -1 | – | -11 | 1 | -1 | 29 |
| Other provisions | 185 | 178 | -103 | 174 | -8 | -16 | -18 | 392 |
| Total | 476 | 339 | 242 | 175 | 43 | 19 | 26 | 660 |
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Value according to opening balance | 476 | 455 | 365 |
| Provisions | 339 | 252 | 282 |
| Utilised funds | 242 | -373 | -178 |
| In new companies on acquisition | 175 | 159 | 12 |
| Unutilised funds restored | 43 | -56 | -38 |
| Reclassifications | 19 | -20 | -1 |
| Translation differences | 26 | 59 | 13 |
| value according to closing balance | 660 | 476 | 455 |
| 2009 | 2008 | 2007 | Within 1 year |
Within 3 years |
Within 5 years |
more than 5 years |
value according to closing balance |
|
|---|---|---|---|---|---|---|---|---|
| Guarantee reserve | 197 | 207 | 182 | 152 | 40 | 3 | 2 | 197 |
| Part-time retirement, German company | 42 | 59 | 63 | 18 | 22 | 2 | – | 42 |
| Severance pay and other employee-related provisions |
29 | 25 | 41 | 13 | 15 | – | 1 | 29 |
| Other provisions | 392 | 185 | 169 | 319 | 46 | 1 | 26 | 392 |
| Total | 660 | 476 | 455 | 502 | 123 | 6 | 29 | 660 |
In addition, guarantees have been provided for SEK 175m(160), discounted bills receivable for SEK 60m(74) and other contingent liabilities for SEK 4 m (4) . Since it has been deemed that these obligations will not give rise to any outflow, no provisions have been made . The guarantee reserve is based on commitments that were not completed at the balance-sheet date . The calculation is based on earlier experiences . Provisions for part-time retirement in the German companies are determined using actuarial assumptions . The point in time for the utilisation of provisions in accordance with the above is based on the company's best forecast using the information that was available at the balance-sheet date . The amounts above have not been discounted due to the time effect .
In many countries, the Group's employees are covered by definedcontribution pension schemes . The pension schemes primarily include oldage pensions . The premiums are paid continuously during the year by the respective Group companies to separate legal entities, such as insurance companies . Certain employees payaportion of the premiums themselves . The size of the premium paid by the employees and Group companies is normally based on a certain proportion of the employee's salary .
Getinge has defined-benefit schemes in a number of countries, such as Sweden, Germany and the UK . The pension schemes primarily comprise old-age pensions . Each employer normally has an obligation to payalifelong pension, earned according to the number of employment years . The employee must be affiliated with the scheme for a certain number of years to achieve full entitlement to old-age pension . The pension is financed through payments from the respective Group company and, in some cases, the employees . Pension commitments are usually calculated at year-end after actuarial assumptions . New calculations are made if substantial changes occur during the year .
Gains and losses of changed actuarial assumptions are recognised evenly over the employees' remaining employment period to the extent that the total gain or loss of certain pension schemes falls beyond a corridor equal to 10% of the highest of either the pension commitment or the fair value of the plan assets .
The net value of the defined-benefit commitment is detailed below:
| Pension plans | |||
|---|---|---|---|
| funded | unfunded | Total | |
| 31 December 2009 | |||
| Present value of commitments | -904 | -1 584 | -2 488 |
| Fair value of plan assets | 817 | – | 817 |
| Unrecognised actuarial gains (-) and losses (+) | 3 | -319 | -316 |
| net liability in the balance sheet | 84 | 1 903 | 1 987 |
| 31 December 2008 | |||
| Present value of commitments | -805 | -1 602 | -2 407 |
| Fair value of plan assets | 669 | – | 669 |
| Unrecognised actuarial gains and (-) losses (+) | 19 | -369 | -350 |
| net liability in the balance sheet | 117 | 1 971 | 2 088 |
| 31 December 2007 | |||
| Present value of commitments | -1 070 | -1 627 | -2 697 |
| Fair value of plan assets | 892 | – | 892 |
| Unrecognised actuarial gains and (-) losses (+) | -54 | -81 | -135 |
| net liability in the balance sheet | 232 | 1 708 | 1 940 |
| Pension commitments | 2009 | 2008 | 2007 |
| Opening balance | -2 407 | -2 697 | -2 021 |
| In new companies at date of acquisition | -18 | – | -605 |
| Benefits earned during the year | -34 | -49 | -72 |
| Interest expenses | -147 | -135 | -133 |
| Paid benefits | 106 | 91 | 92 |
| Actuarial gains (+)/losses (-) | -47 | 459 | 56 |
| Translation differences | 59 | -76 | -14 |
| Closing balance | 2 488 | 2 407 | 2 697 |
| Plan assets | |||
| Opening balance | 669 | 892 | 382 |
| In new companies at date of acquisition | – | – | 474 |
| Expected return on plan assets | 47 | 63 | 62 |
| Contributions by employer | 61 | 55 | 35 |
| Paid funds | -29 | -11 | -15 |
| Difference between actual and expected return | |||
| on plan assets | 61 | -232 | -5 |
| Translation differences | 8 | -98 | -41 |
| Closing balance | 817 | 669 | 892 |
| return on plan assets | 2009 | 2008 | 2007 |
|---|---|---|---|
| Expected return on plan assets | 47 | 63 | 62 |
| Difference between actual and expected return on plan assets |
61 | -232 | -5 |
| Actual return | 108 | 169 | 57 |
| Plan assets comprise the following fair value on the closing date: | |||
| Shares and participations | 657 | 532 | 640 |
| Interest-bearing securities, etc . | 160 | 137 | 252 |
| Total | 817 | 669 | 892 |
| Provision for pension commitments | |||
| Opening balance | -2 088 | -1 940 | -1 729 |
| In new companies at date of acquisition | -18 | – | -130 |
| Pension expenses, defined-benefit schemes, excluding interest |
34 | 67 | -4 |
| Interest expenses, defined-benefit schemes | -147 | -135 | -133 |
| Paid benefits | 106 | 91 | 92 |
| Contributions by employer | 61 | 55 | 35 |
| Paid funds | -29 | -11 | -15 |
| Translation differences | 59 | -215 | -56 |
| Closing balance | 2 488 | 2 088 | 1 940 |
| The total pension expenses for pension plans are detailed below: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Pensions earned during the year | 34 | 49 | 72 | |||||
| Expected return on plan assets | -47 | -63 | -62 | |||||
| Amortisation of actuarial gains (-) / losses (+) brought forward |
-5 | -3 | – | |||||
| Other expenses | 44 | 16 | 4 | |||||
| Pension expenses, definedbenefit schemes | 26 | -1 | 14 | |||||
| Pension premiums for defined-contribution and pay-as-you-go schemes* |
264 | 255 | 249 | |||||
| Pension expenses excluding interest | 290 | 254 | 263 | |||||
| Interest on pension provisions | 147 | 135 | 133 | |||||
| Total pension expenses | 437 | 389 | 396 |
* Of which, the expense for Alecta insurance was SEK 17m(9).
The actuarial calculations used to estimate pension commitments and pension expenses are based on the following assumptions . These assumptions are weighted in relation to the size of the pension plan . If the assumptions are changed, it affects the pension commitment's size, funding requirements and pension expense .
| Weighted average, % | 2009 | 2008 | 2007 |
|---|---|---|---|
| Discount rate | 6.0 | 6 .0 | 5 .0 |
| Expected salary increase rate | 3.0 | 2 .9 | 3 .2 |
| Expected return on plan assets | 6.4 | 6 .8 | 6 .9 |
| Expected inflation | 2.6 | 2 .3 | 2 .4 |
3, this is a defined-benefit multi-employer scheme . For the 2009 financial year, the company did not have access to such information that makes it possible to recognise this plan asadefined-benefit scheme .
The pension scheme in accordance with ITP, which is safeguarded through insurance with Alecta, is thus recognised asadefined-contribution scheme . In 2009, fees for pension insurance covered by Alecta amounted to SEK 17 m (9) . Alecta's surplus can be distributed to the insurers and /or the insured . At year-end 2009, Alecta's surplus in the form of the collective consolidation level was approximately 141% (112) . The collective consolidation level comprises the market value of Alecta's assets asapercentage of the insurance commitment calculated in accordance with Alecta's actuarial calculation assumption, which does not coincide with IAS 19 .
ACCruED EXPEnSES AnD PrEPAID InCOmE, SEK m
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Salaries | 837 | 778 | 511 |
| Social security expenses | 205 | 191 | 154 |
| Commissions | 84 | 87 | 57 |
| Interest expenses | 66 | 96 | 31 |
| Consultancy fees | 38 | 30 | 26 |
| Other accrued expenses and prepaid income | 752 | 909 | 585 |
| Total | 1 982 | 2 091 | 1 364 |
PlEDgED ASSETS AnD COnTIngEnT lIABIlITIES, SEK m
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Floating charges | 19 | 26 | 8 |
| Assets burdened with ownership restrictions | 22 | 62 | 59 |
| Total | 41 | 88 | 67 |
The assets burdened with ownership restrictions serve as security for interest-bearing liabilities to credit institutions .
In January of 2009, the US company Datascope, which is active in the area of cardiac support and vascular intervention, was acquired . The total cost of the acquisition amounted to about USD 617m(5,027) . The acquisition was recognised in accordance with the acquisition method . Acquisition costs in conjunction with the purchase amounted to about SEK 70 m .
| net assets, SEK m | Balance sheet at time of acquisition |
Adjustments to fair value |
fair value |
|---|---|---|---|
| Intangible assets | 99 | 1 810 | 1 909 |
| Tangible assets | 365 | – | 365 |
| Other fixed assets | 411 | – | 411 |
| Stock-in-trade | 280 | – | 280 |
| Other current assets | 809 | – | 809 |
| Cash and cash equivalents | 2 070 | – | 2 070 |
| Provisions | 529 | -706 | -1 235 |
| Current liabilities | 1 028 | – | -1 028 |
| 2 477 | 1 104 | 3 581 | |
| Goodwill | – | – | 3 561 |
| Total acquisition with cash and cash equivalents | – | – | 7 142 |
| net outflow of cash and cash equivalents due to acquisition | |||
| Cash and cash equivalents paid for the acquisition | 7 142 | ||
| Cash and cash equivalents in the acquired company at the acquisition date | -2 070 | ||
| Total | 5 072 |
Goodwill generated in conjunction with the transaction was mainly attributable to future integration synergies in the areas of customer base, geographic coverage, production, sales and distribution . The company has been included in the Getinge Group's sales and operating profit since1February 2009 . It is not practically feasible to specify profit attributable to the acquisition since the date of acquisition given the extensive integration that was conducted in 2009 .
Most of the Getinge Group's operations are located outside of Sweden . This situation entails exposure to different types of financial risks that may cause fluctuations in profit/loss for the year, cash flow and shareholders' equity due to changes in exchange rates and interest rates . In addition, the Group is exposed to refinancing and counter-party risks . The primary role of the Parent Company's treasury unit is to support business activities and identify the best way of managing the Group's financial risks in line with the Board's established finance policy . Getinge's financial activities are centralised to benefit from economies of scale, to ensure good internal control and to facilitate monitoring of risk .
currency risks. Currency risks comprise exchange-rate fluctuations, which have an impact on the Group's earnings and shareholders' equity . Currency exposure occurs in connection with payments in foreign currency (transaction exposure) and when translating foreign subsidiaries' balance sheets and income statements into SEK (translation exposure) . For a sensitivity analysis, see page 61 in the Directors' report .
Transaction exposure. Payments as a result of sales income and expenses for goods sold in foreign currencies cause currency exposure that affects Group profits in the event of exchange-rate fluctuations . The Group's flow of foreign currencies consists mainly of the income generated by export sales . The most important currencies are USD, EUR, GBP, PLN and JPY . Getinge's finance policy stipulates that expected net invoicing in foreign currency for the coming six to 48 months shall be hedged in its entirety, of whichamaximum of 50% of the expected flows be hedged for longer thana24-month horizon . Hedging is conducted using currency futures, currency swaps and currency options . The change in value with regard to currency derivatives is recognised in shareholders' equity, which meets the requirements for cashflow hedging, amounted to an after-tax gain of SEK 483mat 31 December 2009 . The effects of the outstanding currency derivatives will affect profits from 2010 to 2012 .
Translation exposure – income statement. When translating the results of foreign subsidiaries into SEK, currency exposure occurs, which affects the Group's earnings when exchange rates fluctuate .
Translation exposure – balance sheet. A currency exposure occurs when translating net assets of foreign subsidiaries into SEK, which can affect the consolidated shareholders' equity . In accordance with the Group's finance policy, to minimise the effects of this translation, the exposure arising shall be hedged using loans or currency derivatives in the subsidiary's local currency .
Interest-rate risks. Interest-rate risks are the changes in market interest rates that affect the Group's net interest . How quickly interest-rate changes impact net interest depends on the fixed-interest term of the loans . At 31 December 2009, the average fixed-interest term for Group borrowings was about 19 months, which is well within the Group's finance policy that stipulates that the fixed-interest term for borrowings should be no more than two years . Interest derivatives, such as currency-swap agreements, are used to achieve the desired fixed-interest term for borrowings . If the average interest rate for currencies represented in the Group's borrowings at the end of the year changed instantaneously by1percentage point, this would affect profits by +/- SEK 38 .9 m on an annual basis for 2010 . Value changes regarding financial interest-rate derivative instruments that meet cash-flow hedging requirements, which are recognised in shareholders' equity, amounted to a negative SEK 183 m after tax at 31 December 2009 . The effect of interestrate derivatives will impact earnings from 2010 to 2014 .
The maturity dates of the Group's fixed-term interest-bearing assets and liabilities outstanding are as follows:
| financial assets, SEK m | < 1 year | 1 – 2 years | 2 – 5 years | > 5 years |
|---|---|---|---|---|
| Cash and cash equivalents | 1 389 | – | – | – |
| Financial liabilities including | ||||
| derivative instruments | – | -17 878 | – | – |
financing and liquidity risk. Financing risk is seen as the risk to the cost being higher and financing opportunities limited as the loan is converted and that the ability to pay cannot be met as a result of insufficient liquidity or difficulties in securing finance . The Group's cash and cash equivalents are invested short-term with the aim that any excess cash balances shall be used for amortising loans . The finance policy of the Group states that refinancing risks are managed by signing long-term committed credit agreements . At the end of 2009, the Group had two committed credit facilities of EUR 332 .5 m and EUR 810 m, respectively . The agreements mature in June 2011 and April 2012, respectively . In addition, Getinge issued bonds worth USD 150min a US Private Placement . These bonds mature in 2010 and 2013, respectively . In 2007,abond loan was issued in the Nordic market valued at SEK 500 m . This loan expires in 2015 . In 2008, Getinge signed an agreement with the European Investment bank . The loan is foratotal of EUR 53mand expires in 2015 . In addition to these credit facilities, the Group uses short-term uncommitted credit lines . In 2009, the Group signedaloan agreement with Nordea for USD 500 m . Credit risks are covered to 75% by a credit guarantee from the Swedish Export Credits Guarantee Board . This agreement expires in December 2013 .
credit and counterparty risks. The Group's financial transactions cause credit risks with regard to financial counterparties . Credit risks or counterparty risks are the risks of losses if the counterparties do not fully meet their commitments . Getinge's finance policy states that the credit risk shall be limited through accepting only creditworthy counterparties and fixed limits . At 31 December 2009, the total counterparty exposure in derivative instruments was SEK 726 m . Credit risks in outstanding derivatives are limited by the off-set rules agreed with the respective counterparty . The Group's liquidity is placed in bank accounts with negligible credit risks . Commercial credit risks are limited by a diverse, creditworthy customer base . The part of accounts receivable considered to be of risk was reserved and affected the operating profit .
financial derivative instruments. Getinge uses financial derivative instruments to manage interest and currency exposure arising in its business . At 31 December 2009, all outstanding financial derivative instruments were held for hedging purposes and were deemed to be efficient . Consequently, hedge accounting was applied for these .
| Outstanding derivative instruments on 31 December 2009, SEK m |
nominal value | Carrying amount in income statement |
fair value |
|---|---|---|---|
| Interest/currency derivative* | 893 | 4 | -59 |
| Interest derivative | 12 437 | -55 | -230 |
| Currency derivative | 11 209 | – | 480 |
| Total | 24 539 | 51 | 191 |
* Combined instruments
The nominal value in foreign currencies was valued at year-end balance-date rates . The carrying amount of the interest derivatives and combined instruments is made up of accrued interest .
| SEK m | Asset | liability |
|---|---|---|
| Interest/currency derivative – cash-flow hedges at fair value | – | 59 |
| Interest derivative – cash-flow hedges at fair value | 22 | – |
| Interest derivative – cash-flow hedges | 27 | 279 |
| Currency derivative – cash-flow hedges | 679 | 196 |
| Currency derivative – fair-value hedges | – | – |
| Total | 728 | 534 |
| Of which, short-term | 307 | 329 |
| Of which, long-term | 421 | 205 |
* Combined instruments
| Distribution of currency for outstanding derivative instruments | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| AUD | 414 | GBP | 1 980 | SEK | 2 883 | |||||
| CAD | 841 | HKD | 7 | SGD | 34 | |||||
| CHF | 101 | JPY | 1 001 | THB | 26 | |||||
| CZK | 59 | NOK | 79 | TRY | 59 | |||||
| DKK | 127 | NZD | 12 | USD | 10 708 | |||||
| EUR | 5 133 | PLN | 1 058 | ZAR | 17 | |||||
Total, SEK m 24 539
The nominal value is shown in the tables above and below. The combined instruments are recognised in the currency paid in these swaps.
| SEK m | 2010 | 2011 | 2012* |
|---|---|---|---|
| Currency/interest derivative** | 783 | – | 380 |
| Interest derivative | 763 | 4328 | 7077 |
| Currency derivative | 5 784 | 3508 | 1917 |
| Total | 7 330 | 7 836 | 9 374 |
* Or later
** Combined instrument
EmPlOyEE COSTS, SEK m
| grOuP | 2009 | 2008 | 2007 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Board and CEO |
Other | Total | Board and CEO |
Other | Total | Board and CEO |
Other | Total | |
| Salaries and remuneration | 356 | 5 197 | 5 553 | 304 | 4 298 | 4 602 | 260 | 3 868 | 4 128 |
| Social security expenses | 58 | 1 207 | 1 265 | 55 | 927 | 982 | 45 | 754 | 799 |
| Pension costs | 36 | 254 | 290 | 31 | 223 | 254 | 28 | 235 | 263 |
| Total | 450 | 6 658 | 7 108 | 390 | 5 448 | 5 838 | 333 | 4 857 | 5 190 |
| SAlArIES AnD rEmunErATIOn | 2009 | 2008 | 2007 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PEr COunTry | Board and CEO |
Of which, bonus |
Other | Total | Board and CEO |
Of which, bonus |
Other | Total | Board and CEO |
Of which, bonus |
Other | Total |
| Australia | 8 | 1 | 131 | 139 | 4 | 1 | 91 | 95 | 2 | 1 | 79 | 81 |
| Austria | 3 | 1 | 36 | 39 | 3 | 1 | 33 | 36 | 4 | 1 | 25 | 29 |
| Belgium | 7 | 3 | 81 | 88 | 5 | 2 | 66 | 71 | 8 | 2 | 60 | 68 |
| Brazil | 15 | 4 | 18 | 33 | 11 | 3 | 14 | 25 | 5 | 1 | 8 | 13 |
| Canada | 18 | 4 | 158 | 176 | 18 | 3 | 135 | 153 | 16 | 3 | 123 | 139 |
| China | 6 | 1 | 46 | 52 | 5 | 1 | 34 | 39 | 3 | – | 23 | 26 |
| Czech Republic | 2 | – | 6 | 8 | 4 | – | 3 | 7 | 1 | – | 4 | 5 |
| Denmark | 5 | – | 105 | 110 | 4 | – | 85 | 89 | 4 | – | 69 | 73 |
| Finland | 1 | – | 14 | 15 | 1 | – | 11 | 12 | 1 | – | 10 | 11 |
| France | 44 | 10 | 451 | 495 | 39 | 10 | 338 | 377 | 34 | 9 | 305 | 339 |
| Germany | 45 | 17 | 1 049 | 1 094 | 45 | 16 | 886 | 931 | 33 | 13 | 825 | 858 |
| Hong Kong | 9 | 5 | 11 | 20 | 3 | 1 | 7 | 10 | 2 | 1 | 5 | 7 |
| India | 2 | 1 | 9 | 11 | 1 | – | 7 | 8 | 2 | – | 6 | 8 |
| Ireland | 2 | 1 | 30 | 32 | 1 | 1 | 30 | 31 | 1 | – | 21 | 22 |
| Italy | 4 | 1 | 95 | 99 | 4 | 1 | 73 | 77 | 4 | 1 | 64 | 68 |
| Japan | 8 | 3 | 81 | 89 | 6 | 1 | 43 | 49 | 5 | 1 | 30 | 35 |
| Netherlands | 7 | 2 | 152 | 159 | 7 | 1 | 127 | 134 | 9 | 1 | 113 | 122 |
| New Zealand | – | – | 5 | 5 | – | – | 4 | 4 | – | – | 3 | 3 |
| Norway | 1 | – | 12 | 13 | 1 | – | 11 | 12 | 1 | – | 10 | 11 |
| Poland | 5 | – | 45 | 50 | 5 | – | 50 | 55 | 3 | 1 | 15 | 18 |
| Portugal | 2 | 1 | 8 | 10 | 1 | 1 | 7 | 8 | 1 | 1 | 6 | 7 |
| Russia | 1 | – | 13 | 14 | 1 | – | 13 | 14 | 1 | – | 8 | 9 |
| Singapore | 2 | 1 | 11 | 13 | 7 | 1 | 10 | 17 | 3 | 1 | 7 | 10 |
| Slovakia | – | – | 3 | 3 | – | – | 2 | 2 | – | – | 2 | 2 |
| South Africa | 4 | – | 8 | 12 | 3 | – | 8 | 11 | 4 | – | 10 | 14 |
| South Korea | – | – | 2 | 2 | – | – | 1 | 1 | – | – | 1 | 1 |
| Spain | 5 | 1 | 43 | 48 | 6 | – | 36 | 42 | 4 | 1 | 35 | 39 |
| Sweden | 50 | 14 | 622 | 672 | 45 | 12 | 581 | 626 | 36 | 9 | 532 | 568 |
| Switzerland | 7 | – | 40 | 47 | 5 | – | 47 | 52 | 5 | 1 | 57 | 62 |
| Thailand | – | – | 1 | 1 | – | – | – | – | – | – | – | – |
| Turkey | 2 | 1 | 21 | 23 | 2 | 1 | 16 | 18 | 2 | 1 | 6 | 8 |
| UAE | 2 | 1 | 8 | 10 | – | – | – | – | – | – | – | – |
| UK | 28 | 7 | 450 | 478 | 37 | 9 | 453 | 490 | 43 | 11 | 665 | 708 |
| US | 61 | 7 | 1 432 | 1 493 | 29 | 2 | 1 076 | 1 105 | 23 | 4 | 741 | 764 |
| Total | 356 | 87 | 5 197 | 5 553 | 304 | 68 | 4 298 | 4 602 | 260 | 64 | 3 868 | 4 128 |
| rEmunErATIOn AnD OThEr BEnEfITS TO BOArD Of DIrECTOrS AnD OThEr SEnIOr EXECuTIvES DurIng ThE yEAr, SEK 000s |
Basic pay |
Board fee* |
variable remuneration |
Other benefits |
Pension costs |
Other remuneration |
Total |
|---|---|---|---|---|---|---|---|
| Chairman of Board | – | 950 | – | – | – | – | 950 |
| Board Members | – | 2 775 | – | – | – | – | 2 775 |
| CEO | 12 504 | – | 8 200 | 472 | 9 821 | 585 | 31 582 |
| Other senior executives** | 22 593 | – | 18 110 | 1 148 | 6 222 | 4 717 | 52 790 |
| Total | 35 097 | 3 725 | 26 310 | 1 620 | 16 043 | 5 302 | 88 097 |
* Also includes fees for work on Board Committees
** Six persons
• Variable remuneration refers to the 2009 financial year's cost-accounted bonus, which will be paid in 2010 .
For information on the calculation of bonuses, see below .
• Other benefits refer to company car, house, etc .
• The Chairman of the Board has not received any remuneration other than Board fees and remuneration for committee work .
Principles: The Annual General Meeting decides on remuneration to the Chairman of the Board and its members . Employee representatives do not receive Board remuneration . Remuneration to the CEO and other senior management comprises basic pay, variable remuneration, other benefits as well as pensions . Other senior management are the six persons, who together with the CEO, comprise Group management . For Group management structure, see page 58 . The division between basic pay and variable remuneration should be in proportion to the manager's level of responsibility and authority . The CEO's variable remuneration is a maximum of 80% of the basic pay . Other senior managers' variable remuneration is based on the result in relation to individually set goals .
The CEO has health insurance totalling 24 .5% of the pensionable pay between 20-30 basic amounts and 32 .5% of the pensionable pay that exceeds 30 basic amounts . The agreement is independent in relation to other pension benefits .
Bonus: The CEO's bonus for 2009 was based on the individual goals set by the Board . The bonus amount for 2009 corresponded to 66% of basic pay . For other senior managers, bonuses for 2009 were based onacombination of the result of the individual's area of responsibility and individual goals .
Pensions: Pension benefits for the CEO, not including the applicable ITP pension, are as follows: The CEO is entitled to a pension from the age of 60 . The pension will be 70% of the pensionable pay between 60 and 65 years . At 65 and thereafter, the pension will be 50% of the pensionable pay in excess of 20 basic amounts that the CEO received from the company at age 60 . Survivor annuity is 16 .25% of the pensionable pay in excess of 20 basic amounts . For other senior executives, pension ages vary between 60 and 65 . Pension agreements have been signed in accordance with local legislation in the country where the manager resides . Subsequently, pension levels vary from 3-62% of the pensionable pay . All pension benefits are transferable, i .e . not conditional on future employment .
Severance pay: The period of notice for the CEO is six months . If termination of employment is on the part of the company then severance pay of 12 months' pay will be awarded . Severance pay is not offset against any other income . Upon termination of employment of any other executive managers, they have the right to severance pay ofaminimum of six months and a maximum of one year .
Drafting and decision making process: During the year, the Remuneration Committee gave the Board its recommendations concerning remuneration policies for the remuneration of senior executives . The recommendations included the proportion between fixed and variable remuneration and the size of possible pay increases . The Remuneration Committee also proposed criteria for determining bonuses, allotment and the size of the pension conditions and severance pay . The Board discussed the Remuneration Committee's proposals and decided in line with the Remuneration Committee's recommendations . Remuneration to the CEO for the 2009 financial year was decided by the Board taking into account the Remuneration Committee's recommendations . Remuneration to other senior executives was decided by the CEO in consultation with the Chairman of the Board . During 2009, the Remuneration Committee was convened three times . The committee's work was conducted with the support of external experts in issues concerning remuneration levels and structures .
The Annual General Meeting held on 17 April 2008 approved a call option programme for 2008 and resolved to offer a maximum of 625,000 call options as follows .
EnTITlEmEnT. Call options have been offered to people who are permanent employees of the company and its subsidiaries in Sweden and Germany, in accordance with the following policies .
Category 1: The CEO of the company will be offered call options that enable the acquisition of a maximum of 150,000 shares .
Category 2: Other senior executives (six persons) will be offered call options that enable the acquisition of a maximum of 150,000 shares per person .
Category 1: The CEO of the company acquired call options that enable the acquisition of 75,000 shares .
Category 2: In total, other senior executives who are permanent employees of the company and its subsidiaries in Sweden and Germany acquired call options that enable the acquisition of 115,000 shares .
Options allotted to employees resident in Sweden may be exercised for the purchase of shares during the period 1 January to 1 June 2010 . Options allotted to employees resident in Germany may be exercised for the purchase of shares during the period 1 July 2008 to1June 2010 .
The options were acquired for SEK 15 .50, corresponding to a market price (premium) of 10% of the average closing price paid for classBGetinge shares over a period of ten trading days starting from 23 April 2008 . The premium calculated in this manner shall be rounded off to the closest full amount of SEK 0 .10, whereby SEK 0 .05 shall be rounded down .
The price per share that option holders shall pay for acquiring one share on exercise of a call option (exercise price) shall correspond to the market price resulting from the established premium andacalculation according to the accepted valuation model (Black & Scholes) and amounts to SEK 179 .00 . The exercise price calculated in this manner shall be rounded off to the closest full amount of SEK 0 .10, whereby SEK 0 .05 shall be rounded down . The valuation of the options shall be performed by an independent party .
The Board of Directors bears responsibility for the detailed organisation and management of the call option programme, within the framework of the stipulated primary terms, conditions and guidelines . In conjunction herewith, the Board shall be entitled to make adjustments in order to meet specific regulations or market conditions in countries outside Sweden . The Board shall also be entitled to make adjustments on the condition that significant changes have taken place in the Getinge Group or its external environment that would no longer mean that the terms determined for allotment under the call option programme were appropriate .
Board of Directors encourages participation in the incentive programme by undertaking to payacash bonusamonth before the allotted options expire . This bonus will only be paid on condition that the participant is still an employee of the Getinge Group . The cash bonus may not exceed 50% of the paid premium .
Since the call options provide entitlement to the acquisition of existing class B shares, they do not give rise to dilution for the company's shareholders .
According to the proposed call option programme, the delivery of shares will mainly be guaranteed by the company of principal shareholder Carl Bennet . As compensation for this guarantee commitment, Carl Bennet AB will receive an amount corresponding to the premium that Getinge receives from the option holders .
Assuming that all option holders continue to be employed at the time of the bonus payment, the company's cost for the bonus paid for the 190,000 options exercised will be approximately SEK 2 .2 m, including social security costs . SEK 1 .5 m of this amount was charged against earnings for 2009 . The cost of the options are recognised as an operating expense .
The terms and conditions for the programme cannot be renegotiated .
| 2009 | 2008 | 2007 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| men | Women | Total | men | Women | Total | men | Women | Total | |
| Australia | 244 | 74 | 318 | 249 | 77 | 326 | 216 | 55 | 271 |
| Austria | 60 | 2 | 62 | 56 | 8 | 64 | 56 | 7 | 63 |
| Belgium | 131 | 45 | 176 | 126 | 40 | 166 | 119 | 40 | 159 |
| Brazil | 59 | 31 | 90 | 60 | 29 | 89 | 37 | 30 | 67 |
| Canada | 284 | 148 | 432 | 284 | 154 | 438 | 250 | 143 | 393 |
| China | 303 | 166 | 469 | 244 | 165 | 409 | 147 | 69 | 216 |
| Czech Republic | 22 | 6 | 28 | 25 | 7 | 32 | 19 | 6 | 25 |
| Denmark | 116 | 39 | 155 | 117 | 42 | 159 | 105 | 34 | 139 |
| Finland | 23 | 9 | 32 | 20 | 8 | 28 | 19 | 8 | 27 |
| France | 848 | 386 | 1 234 | 789 | 277 | 1 066 | 731 | 252 | 983 |
| Germany | 1 366 | 538 | 1 904 | 1 314 | 535 | 1 849 | 1 291 | 530 | 1 821 |
| Hong Kong | 19 | 12 | 31 | 24 | 12 | 36 | 16 | 5 | 21 |
| India | 80 | 26 | 106 | 71 | 29 | 100 | 58 | 23 | 81 |
| Ireland | 67 | 25 | 92 | 63 | 25 | 88 | 48 | 20 | 68 |
| Italy | 115 | 74 | 189 | 131 | 53 | 184 | 124 | 47 | 171 |
| Japan | 98 | 21 | 119 | 76 | 23 | 99 | 64 | 20 | 84 |
| Netherlands | 202 | 94 | 296 | 190 | 94 | 284 | 180 | 71 | 251 |
| New Zealand | 14 | 5 | 19 | 13 | 6 | 19 | 8 | 6 | 14 |
| Norway | 17 | 2 | 19 | 17 | 2 | 19 | 17 | 2 | 19 |
| Poland | 220 | 326 | 546 | 243 | 354 | 597 | 114 | 183 | 297 |
| Portugal | 15 | 4 | 19 | 14 | 4 | 18 | 14 | 4 | 18 |
| Russia | 28 | 20 | 48 | 30 | 21 | 51 | 24 | 13 | 37 |
| Singapore | 19 | 14 | 33 | 21 | 13 | 34 | 12 | 9 | 21 |
| Slovakia | 2 | 3 | 5 | 2 | 3 | 5 | 3 | 3 | 6 |
| South Africa | 68 | 34 | 102 | 74 | 31 | 105 | 63 | 29 | 92 |
| South Korea | 3 | 2 | 5 | 4 | 1 | 5 | 3 | 1 | 4 |
| Spain | 57 | 37 | 94 | 66 | 34 | 100 | 66 | 25 | 91 |
| Sweden | 1 063 | 330 | 1 393 | 1 114 | 327 | 1 441 | 1 062 | 313 | 1 375 |
| Switzerland | 58 | 13 | 71 | 36 | 36 | 72 | 61 | 12 | 73 |
| Thailand | 22 | 18 | 40 | – | – | – | – | – | – |
| Turkey | 38 | 102 | 140 | 26 | 100 | 126 | 15 | 70 | 85 |
| UAE | 9 | 7 | 16 | – | – | – | – | – | – |
| UK | 975 | 415 | 1 390 | 1 058 | 458 | 1 516 | 1 271 | 462 | 1 733 |
| US | 1 703 | 770 | 2 473 | 1 548 | 550 | 2 098 | 1 131 | 331 | 1 462 |
| Total | 8 348 | 3 798 | 12 146 | 8 105 | 3 518 | 11 623 | 7 344 | 2 823 | 10 167 |
| Distribution of executive management at the balancesheet date, % | 2009 | 2008 | 2007 |
|---|---|---|---|
| Women: | |||
| Board members | 3% | 4% | 5% |
| Other members of the company's management, incl . CEO | 25% | 19% | 18% |
| men: | |||
| Board members | 97% | 96% | 95% |
| Other members of the company's management, incl . CEO | 75% | 81% | 82% |
| Sick leave %: (Parent company and Swedish group companies) | 2009 | 2008 | 2007 |
| Total sick leave in relation to regular working hours | 3 .2 | 3 .3 | 2 .8 |
|---|---|---|---|
| Share of total sick leave lasting 60 days or more | 0 .6 | 0 .8 | 1 .2 |
| Sick leave, women, of total regular working hours | 2 .7 | 4 .1 | 3 .5 |
| Sick leave, men, of total regular working hours | 3 .3 | 3 .1 | 2 .6 |
| Sick leave of the combined total regular working hours for age | |||
| categories: | |||
| – 29 years | 3 .5 | 4 .5 | 2 .9 |
| 30 – 49 years | 2 .6 | 2 .5 | 2 .3 |
| 50 years – | 4 .1 | 4 .7 | 3 .7 |
Transactions between Getinge AB and its subsidiaries, which are related companies to Getinge AB, were eliminated in the consolidated financial statements and are not included in this note .
Business terms and conditions as well as market-regulated pricing apply for delivery of products and services between Group companies .
In 2009, intra-Group sales amounted to SEK 13,579 m (11,744) . No Board member or senior executive has, or has had, any direct or indirect participation in any business transactions, between themselves and the company, that are or were unusual in character, regarding terms or conditions . In addition, no other transactions with related parties occurred .
Delivery of the shares in accordance with the call option programmes adopted by the 2008 Annual General Meetings has been guaranteed by the company's principal shareholder Carl Bennet AB . As compensation for this guarantee commitment, Carl Bennet AB received an amount corresponding to the premium that the participants of the relevant call option programme have paid to Getinge . In the 2008 call option programme, this option premium, and the compensation to Carl Bennet AB, amounted to a total of SEK 4,108,000 .
For remuneration and benefits to key individuals in management positions, see Note 27 .
After the end of the reporting period, the Getinge Group reachedayear-end agreement regarding the sale of rights to a product called the "Percutaneous Heart Pump" (PHP), to the NASDAQ listed company, Thoratec . The divestment of PHP will generate capital gains of SEK 35 to SEK 40 m, which will be recognised in the first quarter of 2010 .
The balance sheet, income statement and the appropriations of profits will be adopted at the Annual General Meeting on 21 April 2010 .
SuPPlEmEnTAry DISClOSurE TO CAShflOW STATEmEnT, SEK m
| Acquisition of subsidiaries | 2009 | 2008 | 2007 |
|---|---|---|---|
| Intangible fixed assets | 5 470 | 4 549 | 4 953 |
| Tangible fixed assets | 365 | 350 | 821 |
| Financial fixed assets | 411 | 11 | 13 |
| Stock-in-trade | 280 | 160 | 459 |
| Receivables | 809 | 251 | 729 |
| Deferred tax liability | 1 235 | -5 | -318 |
| Interest-bearing liabilities | – | – | -484 |
| Non-interest-bearing liabilities | 1 028 | -308 | -551 |
| Paid purchase considerations | 5 072 | 5 008 | 5 622 |
| Cash and cash equivalents, SEK m | 2009 | 2008 | 2007 |
| Investments | 3 | 512 | 11 |
| Cash and bank | 1 386 | 994 | 883 |
| Cash and cash equivalents | 1 389 | 1 506 | 894 |
| Adjustments for items not included in cash flow, SEK m |
2009 | 2008 | 2007 |
| Profit/loss in connection with sale/disposal of fixed assets |
41 | 43 | 11 |
| Total | 41 | 43 | 11 |
CAPITAlISED DEvElOPmEnT COSTS, SEK m
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Development costs, gross | 1 123 | -926 | -648 |
| Capitalised development costs | 584 | 429 | 313 |
| Development costs, net | 539 | -497 | -335 |
| Parent company's income statement | 90 |
|---|---|
| Parent company's balance sheet | 90 |
| changes in shareholders' equity of the Parent company | 91 |
| Parent company's cash-flow statement | 91 |
| 1 accounting policies | 92 | |
|---|---|---|
| 2 depreciation according to plan | 92 | |
| 3 tangible fixed assets | 92 | |
| 4 income from participation in Group companies | 92 | |
| 5 interest income and similar profit items | 92 | |
| 6 interest expenses and similar loss items | 92 | |
| 7 taxes | 92 | |
| 8 shares in subsidiaries | 93 | |
| 9 Prepaid expenses and accrued income | 94 | |
| 10 | interest-bearing long-term loans | 94 |
| 11 interest-bearing short-term loans | 94 | |
| 12 accrued expenses and prepaid income | 94 | |
| 13 contingent liabilities | 94 | |
| 14 average number of employees | 94 | |
| 15 employee costs | 94 | |
| 16 auditing | 94 | |
| Note | 2009 | 2008 | 2007 | |
|---|---|---|---|---|
| Administrative expenses | 2 | 124 | -88 | -67 |
| Operating profit/loss | 15, 16 | 124 | -88 | -67 |
| Income from participation in Group companies | 4 | 790 | 157 | 876 |
| Interest income and other similar profit items | 5 | 1 267 | 992 | 625 |
| Interest expenses and other similar loss items | 6 | 604 | -2 997 | -959 |
| Profit after financial items | 1 329 | -1 936 | 475 | |
| Tax on profit for the year | 7 | 149 | 591 | 95 |
| net profit for the year | 1 180 | -1 345 | 570 |
| Note | 2009 | 2008 | 2007 | |
|---|---|---|---|---|
| ASSETS | ||||
| fixed assets | ||||
| Tangible fixed assets | 2, 3 | 34 | 12 | 12 |
| Shares in Group companies | 8 | 5 685 | 4 796 | 4 120 |
| Long-term financial receivables | – | 19 | 41 | |
| Deferred tax receivables | 7 | 34 | 27 | 86 |
| Total fixed assets | 5 753 | 4 854 | 4 259 | |
| Current assets | ||||
| Accounts receivable | 14 | 5 | 5 | |
| Receivables from Group companies | 27 556 | 19 770 | 13 032 | |
| Tax receivables | 7 | 5 | – | – |
| Other receivables | 2 | 8 | – | |
| Prepaid expenses and accrued income | 9 | 27 | 80 | 32 |
| Cash and cash equivalents | – | 482 | 29 | |
| Total current assets | 27 604 | 20 345 | 13 098 | |
| TOTAl ASSETS | 33 357 | 25 199 | 17 357 | |
| SHAREHOlDERS' EqUITY AND lIABIlITIES | ||||
| Shareholders' equity | ||||
| Restricted shareholders' equity | ||||
| Share capital | 119 | 107 | 101 | |
| Reserves | 2 525 | 2 525 | 2 525 | |
| Unrestricted shareholders' equity | ||||
| Share premium reserve | 3 435 | 3 447 | – | |
| Profit brought forward | 123 | 2 367 | 633 | |
| Net profit for the year | 1 180 | –1 345 | 570 | |
| Total shareholders' equity | 7 382 | 7 101 | 3 829 | |
| longterm liabilities | ||||
| Interest-bearing long-term loans | 10 | 15 425 | 12 269 | 7 523 |
| Deferred tax liability | 7 | 34 | – | – |
| Total longterm liabilities | 15 459 | 12 269 | 7 523 | |
| Current liabilities | ||||
| Interest-bearing short-term loans | 11 | 10 386 | 5 684 | 5 931 |
| Accounts payable | 18 | 8 | 5 | |
| Tax liabilities | 7 | – | – | 11 |
| Other liabilities | 1 | 1 | 2 | |
| Accrued expenses and prepaid income | 12 | 111 | 136 | 56 |
| Total current liabilities | 10 516 | 5 829 | 6 005 | |
| TOTAl ShArEhOlDErS' EQuITy AnD lIABIlITIES | 33 357 | 25 199 | 17 357 |
For information on Getinge AB's contingent liabilities, see Note 13 .
| Share capital |
reserves | Share pre mium reserve |
unrestricted reserves |
Total | |
|---|---|---|---|---|---|
| Opening balance at 1 January 2007 | 101 | 2 525 | – | 1 023 | 3 649 |
| Net profit for the year | 570 | 570 | |||
| Group contribution after deduction for tax effect | 54 | 54 | |||
| Dividend | -444 | -444 | |||
| Closing balance 31 December 2007 | 101 | 2 525 | – | 1 203 | 3 829 |
| Net profit for the year | -1 345 | -1 345 | |||
| New share issue | 6 | 3 447 | 3 453 | ||
| Group contribution after deduction for tax effect | 1 679 | 1 679 | |||
| Dividend | -515 | -515 | |||
| Closing balance at 31 December 2008 | 107 | 2 525 | 3 447 | 1 022 | 7 101 |
| Net profit for the year | 1 180 | 1 180 | |||
| Group contribution after deduction for tax effect | -423 | -423 | |||
| Increase in share capital | 12 | -12 | – | ||
| Cash-flow hedging for interest-rate risk | 96 | 96 | |||
| Dividend | -572 | -572 | |||
| Closing balance 31 December 2009 | 119 | 2 525 | 3 435 | 1 303 | 7 382 |
Each share's nominal value is SEK 0 .50 . The share capital consists of 15,940,050 classAshares carrying 10 voting rights per share and 222,383,327 class B shares carrying one voting right per share, totalling 238,323,377 shares .
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Operating activities | |||
| Operating profit/loss | 124 | -88 | -67 |
| Adjustments for items not included in cash flow | 9 | 3 | 4 |
| 115 | -85 | -63 | |
| Payments from participations in Group companies | 790 | 208 | 392 |
| Interest received and similar items | 715 | 1 086 | 726 |
| Interest paid and similar items | 631 | -799 | -556 |
| Taxes paid | 1 | -5 | 1 |
| Cash flow before changes to working capital | 760 | 405 | 500 |
| Changes in working capital | |||
| Current receivables | 10 095 | -6 809 | -5 260 |
| Current liabilities | 1 576 | 3 | -2 |
| Cash flow from operating activities | 7 759 | -6 401 | -4 762 |
| Investing activities | |||
| Divestment of subsidiaries | – | -1 | -2 |
| Shareholders' contributions paid | 889 | -677 | -41 |
| Acquisition of tangible fixed assets | 31 | -3 | -1 |
| Cash flow from investing activities | 920 | -681 | -44 |
| financing activities | |||
| New share issue | – | 3 453 | – |
| Change in interest-bearing loans | 6 391 | 4 500 | 5 119 |
| Change in other long-term liabilities | 34 | – | – |
| Change in long-term receivables | 12 | 22 | 10 |
| Dividend paid | 572 | -515 | -444 |
| Group contributions received from subsidiaries | 2 332 | 75 | 150 |
| Cash flow from financing activities | 8 197 | 7 535 | 4 835 |
| Cash flow for the year | 482 | 453 | 29 |
| Cash and cash equivalents at the beginning of the year | 482 | 29 | – |
| Cash flow for the year | 482 | 453 | 29 |
| Cash and cash equivalents at year-end | – | 482 | 29 |
The financial statements of the Parent Company were prepared in accordance with the Swedish Annual Accounts Act and the Swedish Financial Accounting Standards Council's recommendation RFR 2 .2, Reporting of Legal Entities, as well as statements from the Emerging Issues Task Force . In accordance with the regulations stipulated in RFR 2 .2, in the annual financial statements for a legal entity, the Parent Company shall apply all of the IFRS/ IAS regulations and statements that have been endorsed by the EU where this is possible within the framework of the Swedish Annual Accounts Act and with consideration of the link between accounting and taxation . The recommendation specifies which exceptions and additions shall be made from IFRS/IAS . Provisions conforming to IFRS/IAS are stated in Note 1 Accounting policies, for the consolidated financial statements . The Parent Company applies the accounting policies detailed for the Group with the exception of the following:
Untaxed reserves. In the Parent Company, untaxed reserves are recognised including the deferred tax liability . Untaxed reserves are recognised at the gross amount in the balance sheet, and appropriations at the gross amount in profit and loss .
Remuneration to employees. The Parent Company complies with the Act on Safeguarding of Pension Commitments and directives from the Swedish Financial Supervisory Authority when calculating defined-benefit pension schemes .
group contributions and shareholders' contributions for legal entities. Group contributions and shareholders' contributions for legal entities are recognised in accordance with statements from the Emerging Issues Task Force (URA 7) of the Swedish Financial Accounting Standards Council .
financial derivative instruments. The Parent Company does not apply hedge accounting . Realised and unrealised profits and losses resulting from changes in fair value are included in profit and loss asafinancial income or expense in the period which they arise .
Shares and participations. Subsidiaries are recognised in accordance with the acquisition method, which means that holdings are recognised at cost less any impairment in the balance sheet . Dividends from subsidiaries are recognised as dividend income .
DEPrECIATIOn ACCOrDIng TO PlAn, SEK m
| Summary | 2009 | 2008 | 2007 |
|---|---|---|---|
| Buildings and land | |||
| Equipment, tools, fixtures and fittings | 9 | -3 | -3 |
| Total depreciation tangible fixed assets | 9 | -3 | -3 |
| Depreciation is recognised as administrative expenses | 9 | -3 | -3 |
TAngIBlE fIXED ASSETS, SEK m
| Buildings and land | 2009 | 2008 | 2007 |
|---|---|---|---|
| Opening cost | 7 | 7 | 7 |
| Investments | 2 | – | – |
| Closing accumulated cost | 9 | 7 | 7 |
| Opening depreciation | 1 | -1 | -1 |
| Closing accumulated depreciation | 1 | -1 | -1 |
| Closing planned residual value | 8 | 6 | 6 |
| Equipment, tools, fixtures and fittings | 2009 | 2008 | 2007 |
|---|---|---|---|
| Opening cost | 29 | 26 | 27 |
| Investments | 29 | 3 | – |
| Sales/disposals | – | – | -1 |
| Closing accumulated cost | 58 | 29 | 26 |
| Opening depreciation | 23 | -20 | -17 |
| Depreciation for the year | 9 | -3 | -3 |
| Closing accumulated depreciation | 32 | -23 | -20 |
| Closing planned residual value | 26 | 6 | 6 |
InCOmE frOm PArTICIPATIOn In grOuP COmPAnIES, SEK m
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Dividends from Group companies | 790 | 158 | 879 |
| Loss in connection with sale of subsidiary | – | -1 | -3 |
| Total | 790 | 157 | 876 |
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Interest income from Group companies | 714 | 983 | 616 |
| Interest income | 1 | 9 | 9 |
| Currency gains | 552 | – | – |
| Total | 1 267 | 992 | 625 |
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Interest expenses to Group companies | 65 | -229 | -158 |
| Interest expenses | 509 | -614 | -406 |
| Currency losses | – | -2 133 | -384 |
| Other | 30 | -21 | -11 |
| Total | 604 | -2 997 | -959 |
| Tax expense | 2009 | 2008 | 2007 |
|---|---|---|---|
| Current tax expense | 156 | -4 | 7 |
| Deferred tax | 7 | 595 | 88 |
| Total tax expense | 149 | 591 | 95 |
| Group contribution | 151 | 613 | 21 | |
|---|---|---|---|---|
| relationship between the year's tax expenses and the recognised profit before tax: |
|||
|---|---|---|---|
| Recognised profit before tax | 1 329 | -1 936 | 475 |
| Tax according to current tax rate | 350 | 542 | -133 |
| Adjustment for tax expenses from earlier years | – | -1 | -9 |
| Tax effect of non-deductible costs: | |||
| Other non-deductible costs | 7 | -7 | -7 |
| Other non-deductible costs | 7 | -7 | -7 |
|---|---|---|---|
| Deductible costs not recognised in income | – | 14 | – |
| Non-taxable income | 208 | 44 | 245 |
| Changed valuation of temporary differences | – | -1 | -1 |
| recognised tax expense | 149 | 591 | 95 |
Calculation of the current tax rate is based on the tax rate that applies to the Parent Company and amounted to 26 .3% in 2009, and 28% for 2008 and 2007 .
| temporary differences and loss carryforwards: | |||
|---|---|---|---|
| Loss carryforwards | 34 | 27 | 86 |
| Total | 34 | 27 | 86 |
ShArES In SuBSIDIArIES
| Parent Company's holdings | reg. office | Swedish Corp. reg. no. |
no. of shares | Carrying amount, SEK m 2009 |
Carrying amount, SEK m 2008 |
Carrying amount, SEK m 2007 |
|---|---|---|---|---|---|---|
| Arjo Finance Holding AB | Eslöv | 556473-1700 | 23 062 334 | 2 236 | 2 236 | 2 236 |
| Getinge Sterilization AB | Halmstad | 556031-2687 | 50 000 | 452 | 452 | 452 |
| Maquet Holding AB | Halmstad | 556535-6317 | 100 | 243 | 243 | 243 |
| Getinge Disinfection AB | Halmstad | 556042-3393 | 25 000 | 118 | 118 | 118 |
| Getinge Letting AB | Göteborg | 556495-6976 | 1 000 | – | – | – |
| Getinge Skärhamn AB | Tjörn | 556412-3569 | 1 000 | 6 | 6 | 6 |
| Getinge Australia Pty Ltd | Australia | 39 500 | 9 | 9 | 9 | |
| ArjoHuntleigh NV | Belgium | 600 | 2 | 2 | 2 | |
| Getinge Danmark A/S | Denmark | 525 | 3 | 3 | 3 | |
| Getinge IT-Solution Aps | Denmark | 533 000 | 27 | 27 | 27 | |
| Getinge Finland Ab | Finland | 15 | – | – | – | |
| Getinge Infection Control SAS | France | 289 932 | 236 | 236 | 236 | |
| Getinge Castle Greece | Greece | 100 | 2 | 2 | 2 | |
| Getinge Scientific KK | Japan | 10 000 | 4 | 4 | 4 | |
| Getinge Sterilizing Equipment Inc | Canada | 1 230 100 | – | – | – | |
| Getinge Zhuhai Ltd . | China | 1 000 | 1 | 1 | 1 | |
| Getinge (Suzhou) Co . Ltd | China | 1 | 110 | 110 | 82 | |
| Getinge Norge AS | Norway | 4 500 | 5 | 5 | 5 | |
| Getinge Poland Sp Zoo | Poland | 500 | 13 | 13 | 13 | |
| NeuroMédica SA | Spain | 40 000 | 16 | 16 | 16 | |
| ArjoHuntleigh Gmbh | Austria | 1 273 | 7 | 7 | 7 | |
| BHM Medical Inc | Canada | 5 000 | 33 | 33 | 33 | |
| Getinge Holding USA Inc | USA | 2 164 | 1 275 | 627 | ||
| Total carrying amount | 5 685 | 4 796 | 4 120 |
The Parent Company's holding of shares in the subsidiaries constitutes the entire capital and voting rights of the respective company .
The Getinge Group, with its business in many countries, is organised into sub-groups in several categories, and accordingly, the legal structure cannot be reflected in a tabular presentation . The following is a list of the companies that were a part of Getinge's subgroups as of 31 December 2009 . Except in certain cases, the ownership interest is 100% . Ownership of the Canadian company Maquet-Dynamed Inc is 70% . Ownership of the German company Maquet Telemedicine GmbH is 60% . Ownership of the Brazilian company Maquet do Brasil Equipamentos Medicos Ltda is 75% .
Arjo Ltd Med . AB 556473-1718, Halmstad Arjo Holding AB 556402-6663, Halmstad Arjo Hospital Equipment AB 556090-4095, Eslöv Arjo International AB 556528-1440, Eslöv Arjo Scandinavia AB 556528-4600, Eslöv Fjärrbilar Lastbils AB 556496-6728, Göteborg Getinge International AB 556547-8780, Halmstad Getinge Infection Control AB 556547-8798, Halmstad Getinge Sverige AB 556509-9511, Halmstad Arjo AB 556304-2026, Lund Maquet Critical Care AB 556604-8731, Solna Maquet Nordic AB 556648-1163, Solna Maquet Olmed AB 556608-9370, Dalby Getinge Treasury AB 556535-6309, Halmstad Arjo Nederland BV Filial 516403-5544, Halmstad Huntleigh Healthcare AB 556577-0939, Malmö
Joyce Healthcare Group Pty Ltd Huntleigh Healthcare Pty Ltd Maquet Australia Pty Ltd Arjo Hospital Equipment Pty Ltd
ArjoHuntleigh GmbH Belgium ArjoHuntleigh NV Maquet Belgium NV Maquet Netherlands BV, Belgian branch Medibol Medical Products NV Medibol Holding NV
Getinge do Brasil Equip . E Prod . Hosp . Ltda Maquet do Brasil Equipamentos Medicos Ltda Maquet Cardiopulmonary do Brasil Ind . e Com S .A .
ArjoHuntleigh Canada Inc Getinge Canada Ltd Huntleigh Healthcare Inc Jostra Canada Inc . Maquet-Dynamed Inc
Maquet (Shanghai) Medical Equipment Co ., Ltd . Getinge (Shanghai) Trading Co .Ltd Maquet (SuZhou) Co Ltd Maquet (SuZhou) Medical Engineering Co ., Ltd .
Denmark Getinge Water Systems A/S ArjoHuntleigh A/S Maquet Denmark A/S Polystan A/S
finland ArjoHuntleigh Oy
Stérilisation Médical International SA Getinge Linac Technologies SA Getinge La Calhéne France SA Intervascular Sarl Intervascular SAS
Arjo Holding Deutschland GmbH ArjoHuntleigh GmbH Getinge Maquet Germany Holding GmbH Getinge Maquet Verwaltungs GmbH Getinge Produktions-GmbH Lancer Industrie GmbH Maquet Cardiopulmonary AG Maquet GmbH & Co . KG Maquet Vertrieb und Service GmbH MediKomp Gmbh Meditechnik GmbH Meditechnik Holding GmbH Getinge Life Science GmbH Maquet Telemedicine GmbH Getinge Vertrieb und Service GmbH HCS GmbH HNE Huntleigh Nesbit Evans Healthcare GmbH Datascope GmbH Datascope Interventional GmbH Maquet Financial Services GmbH
hong Kong ArjoHuntleigh (Hong Kong) Ltd Getinge International Asia Ltd Maquet Hong Kong Ltd
India Maquet Medical India Pvt Ltd Huntleigh Healthcare India Pvt Ltd
Ireland ArjoHuntleigh Ireland Ltd Maquet Ireland Ltd
Japan Huntleigh Healthcare Japan KK Maquet Japan KK
luxembourg Arjo International Sarl
netherlands ArjoHuntleigh Nederland B .V . Maquet Netherlands B .V .
Getinge/Arjo Holding Netherlands B .V . Getinge B .V . Huntleigh Holdings BV Datascope BV Intervascular CV Arjo Trading BV Getinge Trading BV Dalian Medical Equipment Holding BV
new zealand ArjoHuntleigh Ltd
Poland ArjoHuntleigh Polska Sp . z .o .o . Maquet Poland Sp .z .o .o .
Portugal Maquet Portugal Lda
russia Maquet LLC
Singapore Maquet South East Asia Ltd Singapore Getinge International Far East Pte . Ltd . ArjoHuntleigh Singapore Pte Ltd
Slovakia Maquet Medizintechnik Vertrieb und Service GmbH
South Africa Huntleigh Manufacturing (Pty) Ltd SOL Healthcare (Pty) Ltd Huntleigh Africa Provincial Sales (Pty) Ltd Huntleigh Africa (Pty) Ltd
South Korea Maquet Medical Korea Co . Ltd
Spain Getinge Ibérica S .L . ArjoHuntleigh Ibérica SL
Switzerland ArjoHuntleigh AG Arjo International AG Maquet AG Getinge AG Getinge Alfa AG
Maquet Spain S .L .
Turkey Maquet Cardiopulmonary Ltd Sti Maquet Tibbi Sistemler San Ve Tk AS
uK Arjo Med AB Ltd, Arjo branch Arjo Med AB Ltd, ArjoHuntleigh branch
uSA ArjoHuntleigh Inc Getinge USA Inc
Getinge Sourcing LLC ArjoHuntleigh Real Estate LLC ArjoHuntleigh Real Estate II LLC ArjoHuntleigh Latin America Inc Lancer Inc Maquet Inc La Calhéne Inc . Maquet Puerto Rico Inc Maquet Cardiovascular LLC Pegasus Airwave Inc Maquet Datascope Corp Maquet Cardiovascular US Sales LLC InterVascular Inc InterVascular C Inc InterVascular V Inc Datascope Trademark Corp Datascope Investment Corp Bioplex Corp Genisphere Inc
PrEPAID EXPEnSES AnD ACCruED InCOmE, SEK m
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Prepaid financial expenses | 21 | 23 | 18 |
| Other prepaid expenses and accrued income | 6 | 57 | 14 |
| Total | 27 | 80 | 32 |
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Liabilities to credit institutions | 15 425 | 12 269 | 7 523 |
| Total | 15 425 | 12 269 | 7 523 |
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Liabilities to credit institutions | 718 | 408 | 724 |
| Liabilities to subsidiaries | 9 668 | 5 276 | 5 207 |
| Total | 10 386 | 5 684 | 5 931 |
ACCruED EXPEnSES AnD PrEPAID InCOmE, SEK m
| SEK m | 2009 | 2008 | 2007 |
|---|---|---|---|
| Salaries | 17 | 16 | 14 |
| Social security expenses | 21 | 18 | 6 |
| Interest expenses | 64 | 92 | 27 |
| Other accrued expenses and prepaid income | 9 | 10 | 9 |
| Total | 111 | 136 | 56 |
PrOvISIOnS, SEK m
| 2009 | 2008 | 2007 |
|---|---|---|
| 175 | 169 | 159 |
| 402 | 465 | 786 |
| 577 | 634 | 945 |
| 577 | -634 | -945 |
| – | – | – |
| Sweden | 2009 | 2008 | 2007 |
|---|---|---|---|
| Men | 11 | 11 | 12 |
| Women | 4 | 4 | 4 |
| Total | 15 | 15 | 16 |
| Distribution of executive management at yearend |
2009 | 2008 | 2007 |
| Women | |||
| Board members | 2 | 2 | 2 |
| Other members of senior management, including the CEO |
– | – | – |
| men | |||
| Board members | 9 | 9 | 9 |
| Other members of senior management, including the CEO |
3 | 3 | 2 |
| Sick leave, % | 2009 | 2008 | 2007 |
| Total sick leave in relation to regular work hours | 6.7 | 6 .8 | 8 .4 |
| Sick leave, women, of regular work hours | 21.9 | 24 .0 | 29 .4 |
| Sick leave, men, of regular work hours | 1.2 | 0 .7 | 1 .3 |
| Board and CEO | Other | Total |
|---|---|---|
| 26 | 19 | 45 |
| 8 | 18 | |
| 10 | 5 | 15 |
| 46 | 32 | 78 |
| Board and CEO | Other | Total |
| 18 | 14 | 32 |
| 9 | 7 | 16 |
| 8 | 4 | 12 |
| 35 | 25 | 60 |
| Board and CEO | Other | Total |
| 15 | 14 | 29 |
| 9 | 7 | 16 |
| 7 | 4 | 11 |
| 31 | 25 | 56 |
| 10 |
AuDITIng, SEK m
| fees to PricewaterhouseCoopers | 2009 | 2008 | 2007* |
|---|---|---|---|
| Fees and remuneration: | |||
| Auditing assignments | 1 | 1 | 1 |
| Other assignments | 8 | 5 | 4 |
*Fees to Deloitte AB, which was in charge of accounting in 2007 .
| PErCEnTAgE DISTrIBuTIOn Of SAlES | Percentage distribution of sales for the year | Percentage distribution of operating profit for the year | ||||||
|---|---|---|---|---|---|---|---|---|
| AnD EArnIngS By QuArTEr | Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 | Quarter 1 | Quarter 2 | Quarter 3 | Quarter 4 |
| 2005 total | 21.3 | 23.1 | 23.0 | 32.7 | 20.1 | 19.6 | 19.2 | 41.0 |
| Medical systems | 20 .1 | 23 .2 | 24 .6 | 32 .1 | 14 .6 | 19 .1 | 24 .2 | 42 .1 |
| Extended care | 26 .6 | 23 .1 | 22 .0 | 28 .4 | 35 .6 | 19 .4 | 17 .8 | 27 .3 |
| Infection control | 18 .5 | 22 .8 | 21 .5 | 37 .2 | 13 .1 | 20 .9 | 12 .9 | 53 .1 |
| 2006 total | 22.9 | 24.2 | 22.2 | 30.7 | 16.1 | 21.6 | 19.0 | 43.4 |
| Medical systems | 22 .8 | 23 .7 | 23 .2 | 30 .3 | 18 .1 | 22 .0 | 23 .3 | 36 .6 |
| Extended care | 25 .4 | 24 .3 | 22 .3 | 28 .1 | 14 .1 | 20 .7 | 19 .9 | 45 .3 |
| Infection control | 21 .0 | 24 .8 | 20 .9 | 33 .4 | 14 .5 | 20 .8 | 11 .4 | 53 .3 |
| 2007 total | 20.8 | 24.5 | 23.4 | 31.4 | 17.7 | 22.0 | 15.7 | 44.6 |
| Medical systems | 20 .9 | 23 .2 | 23 .8 | 32 .1 | 19 .3 | 21 .2 | 19 .7 | 39 .8 |
| Extended care | 21 .5 | 25 .8 | 23 .8 | 28 .9 | 19 .3 | 23 .5 | 6 .7 | 50 .6 |
| Infection control | 19 .6 | 24 .4 | 22 .2 | 33 .8 | 13 .6 | 21 .9 | 17 .6 | 46 .9 |
| 2008 total | 21.3 | 23.1 | 22.3 | 33.3 | 19.0 | 19.2 | 18.0 | 43.8 |
| Medical systems | 21 .2 | 22 .1 | 21 .9 | 34 .8 | 18 .5 | 17 .0 | 18 .1 | 46 .3 |
| Extended care | 22 .6 | 24 .4 | 23 .3 | 29 .6 | 25 .6 | 23 .3 | 22 .0 | 29 .1 |
| Infection control | 19 .7 | 23 .2 | 21 .5 | 35 .5 | 12 .3 | 19 .9 | 13 .1 | 54 .7 |
| 2009 total | 22.6 | 24.2 | 23.2 | 30.0 | 15.7 | 20.7 | 23.9 | 39.6 |
| Medical systems | 21 .8 | 23 .3 | 23 .4 | 31 .5 | 14 .5 | 16 .9 | 25 .6 | 43 .0 |
| Extended care | 25 .5 | 25 .3 | 23 .3 | 25 .9 | 21 .1 | 24 .6 | 21 .5 | 32 .8 |
| Infection control | 20 .6 | 24 .8 | 22 .7 | 31 .9 | 11 .7 | 25 .5 | 22 .7 | 40 .1 |
| 2009 | % | 2008 | % | 2007 | % | 2006 | % | 2005 | % | |
|---|---|---|---|---|---|---|---|---|---|---|
| USA | 6 342 | 27 .8 | 5 044 | 26 .2 | 3 587 | 21 .8 | 3 139 | 24 .1 | 2 639 | 22 .2 |
| UK | 2 330 | 10 .2 | 2 303 | 12 .0 | 2 395 | 14 .6 | 1 285 | 9 .9 | 1 300 | 10 .9 |
| France | 1 946 | 8 .5 | 2 286 | 11 .9 | 1 424 | 8 .7 | 1 106 | 8 .5 | 878 | 7 .4 |
| Germany | 1 872 | 8 .2 | 872 | 4 .5 | 1 488 | 9 .0 | 1 445 | 11 .1 | 1 368 | 11 .5 |
| Japan | 946 | 4 .1 | 661 | 3 .4 | 469 | 2 .9 | 472 | 3 .6 | 492 | 4 .1 |
| Italy | 920 | 4 .0 | 663 | 3 .4 | 607 | 3 .7 | 564 | 4 .3 | 523 | 4 .4 |
| Canada | 886 | 3 .9 | 731 | 3 .8 | 635 | 3 .9 | 685 | 5 .3 | 798 | 6 .7 |
| Netherlands | 730 | 3 .2 | 695 | 3 .6 | 608 | 3 .7 | 505 | 3 .9 | 532 | 4 .5 |
| Australia | 605 | 2 .7 | 511 | 2 .7 | 429 | 2 .6 | 231 | 1 .8 | 221 | 1 .9 |
| China | 598 | 2 .6 | 373 | 1 .9 | 270 | 1 .6 | 243 | 1 .9 | 212 | 1 .8 |
| Belgium | 451 | 2 .0 | 371 | 1 .9 | 366 | 2 .2 | 310 | 2 .4 | 262 | 2 .2 |
| Sweden | 404 | 1 .8 | 379 | 2 .0 | 356 | 2 .2 | 314 | 2 .4 | 310 | 2 .6 |
| Spain | 399 | 1 .7 | 323 | 1 .7 | 304 | 1 .9 | 245 | 1 .9 | 220 | 1 .9 |
| Brazil | 375 | 1 .6 | 298 | 1 .5 | 158 | 1 .0 | 149 | 1 .1 | 92 | 0 .8 |
| Denmark | 286 | 1 .3 | 257 | 1 .3 | 200 | 1 .2 | 134 | 1 .0 | 166 | 1 .4 |
| Switzerland | 285 | 1 .3 | 264 | 1 .4 | 255 | 1 .6 | 254 | 2 .0 | 244 | 2 .1 |
| India | 272 | 1 .2 | 199 | 1 .0 | 168 | 1 .0 | 116 | 0 .9 | 94 | 0 .8 |
| Austria | 244 | 1 .1 | 201 | 1 .0 | 224 | 1 .4 | 171 | 1 .3 | 176 | 1 .5 |
| Ireland | 230 | 1 .0 | 220 | 1 .1 | 197 | 1 .2 | 189 | 1 .5 | 111 | 0 .9 |
| Russia | 229 | 1 .0 | 511 | 2 .7 | 518 | 3 .2 | 118 | 0 .9 | 121 | 1 .0 |
Cash conversion. Cash flow from operating activities as a percentage of EBITDA .
Cash flow per share. Cash flow after investments in tangible fixed assets divided by the number of shares .
Dividend yield. Dividend in relation to the market share price on December 31 .
EBIT. Earning before interest and taxes .
EBITA. Operating profit after depreciation and impairment, but before deductions for amortisation and impairment of goodwill and other intangible assets that have arisen in connection with company acquisitions .
EBITA margin. EBITA in relation to net sales .
EBITDA. Operating profit before depreciation and amortisation .
EBITDA margin. EBITDA in relation to net sales .
Equity/assets ratio. Shareholders' equity plus minority interests in relation to total assets .
Earnings per share. Net profit for the year divided by number of shares (the average number) .
Interestcoverage ratio. Profit after net financial items plus interest expenses, as a percentage of interest expenses .
net debt/equity ratio. Interest-bearing liabilities, including pension liabilities, less cash and cash equivalents in relation to shareholders' equity .
Operating margin. Operating profit in relation to net sales .
P/E ratio. Share price (final price) divided by earnings per share .
recurring revenue. Revenues from consumables, service, spare parts and similar items .
return on shareholders' equity. Net profit for the year in relation to average shareholders' equity .
return on working capital. Operating profit in relation to working capital .
Working capital. Total assets, less cash and cash equivalents and non-interest-bearing liabilities . Based on the average and calculated over the year .
Ablation. Removal (to remove something) .
Anastomosis. Open connection, for example, between blood vessels (may be natural or created surgically) .
Anaesthesia. Narcosis .
Artificial grafts. Artificial blood vessel implants .
Bariatric care. Care of morbidly obese patients .
Cardiac Assist. Technology that improves blood circulation in a patients' coronary artery in the heart by forcing blood into the coronary artery with the help ofaballoon pump placed in the aorta . The pump works in synchronisation with the heart rhythm and increased blood circulation in the coronary artery supplies more oxygen to the heart muscle, which thus improves its ability to pump .
Cardiopulmonary. Pertaining or belonging to both heart and lung .
Cardiovascular. Pertaining or belonging to both heart and blood vessels .
Cystostatic. Pharmaceutical treatment for various types of cancer . Also known as cytotoxin .
Doppler. Ultrasound method commonly used to assess flows, such as inablood vessel or the heart .
ECmO (Extracorporeal Membrane Oxygenation) . Oxygenation outside the body using a membrane . Often referred to as an artificial lung .
Endoscopic vessel harvesting (EVH) . Minimally invasive (see below) technique that removes part of a blood vessel (often from the leg) and uses this blood vessel to replace the diseased coronary artery .
Endovascular intervention. Operation on the cardiac and vascular system conducted without invasive surgery . Through small holes in the skin and selected blood vessels instruments are inserted into the vessel where the surgery takes place .
reimbursement system. The system that defines how the healthcare sector receives reimbursement for various services .
Interventional cardiology. A subcategory of the medical speciality cardiology (cardio and vascular diseases), which involves active operations in addition to medication . May include cardiac assist (see above), for example .
Surgical ablation. To remove something surgically .
Cardiovascular surgery. Surgical treatment of cardiovascular diseases .
Cardiovascular diseases. Heart and blood vessel diseases .
mechanical ventilation. Maintaining a patient's ability to breathe through a ventilator (respirator) .
microorganisms. Bacteria, viruses, fungus and similar organisms that can only be observed through a microscope .
minimally invasive instruments. Various types of instruments that make it possible to conduct treatment and other measures through very small operations without the need for major surgery . The benefits of minimally invasive operations include less pain for the patient, shorter rehabilitation periods and lower costs .
Obese. Morbidly overweight .
Oxygenator. The component in perfusion products (see below) that oxygenates the blood during cardio surgery .
Perfusion. Artificial circulation of body fluids, such as blood .
Perfusion products. Products that handle blood circulation and oxygenation during cardio surgery, often referred to as heart-lung machines .
resistance problems. Problems with bacteria that have become resistant to penicillin or other antibiotics .
Telemedicine. Providing medical care from afar by real time video conference atahospital or with external specialists .
Thrombosis. Blood clot .
Pressure ulcers. Ulcers that arise as a result of blood flow to the skin being limited by external pressure . Most often affects patients with limited mobility .
Arjohuntleigh Pty ltd
78, Forsyth Street, O´Connor, AU-6163 Western Australia E-mail: sales@huntleighhealthcare .com .au Telephone: +61 893 37 41 11 Fax: +61 893 37 90 77 President: Paul lyon
Unit 1, 205 Queeensport Road North Murarrie Queensland 4172 E-mail: info@getinge .com .au Telephone: +61 7 3399 3311 Fax: +6173395 6712 President: David rosén
Unit 9, 35 Paringa Road, Murarrie OLD 4172 / or P .O . Box 3451, Tingalpa DC 4172 Queensland E-mail: info@maquet .com .au Telephone: +61 800 627 838 Fax: +61 800 627 839 President: rob megens
Arjohuntleigh gmbh Dörrstrasse 85 AT-6020 Innsbruck E-mail: office-at@arjohuntleigh .com Telephone: +43 512 20 416 00 Fax: +43 512 20 41 60 75 President: Tibor Pap
IZ NÖ-Süd, Strasse 16, Objekt 69E5, Wiener Neudorf, AT-2355 E-mail: info-AT@maquet .at Telephone: +43 223 6677 3930 Fax: +43 223 6677 393-77 President: friedrich zinner
Arjohuntleigh nv /SA Evenbroekveld 16 BE-9420 Erpe Mere E-mail: info@arjohuntleigh .be Telephone: +32 53 60 73 80 Fax: +32 53 60 73 81 President: frank robeers
Vosveld4B, Wijnegem, BE-2110 E-mail: info@getinge .be Telephone: +32 335 428 65 Fax: +32 335 428 64 President: Dirk De Decker
Assesteenweg 117/3, Ternat, BE-1740 E-mail: maquet@maquet .be Telephone: +32 2 467 85 85 Fax: +3224633 288 President: Julien Bergmans
Heikant 5 BE-3930 Hamont Achel E-mail: info@medibo .com Telephone: +32 11 80 20 40 Fax: +32 11 80 16 26 President: Jos Bollen
Hospitalares Ltda Av . Eng . Luiz C . Berrini 1700, Conj . 1401-Brooklin Novo 04571-000 Sao Paolo - SP E-mail: getingedobrasil@getinge .com Telephone: +55 11 5504 5105 Fax: +55 11 5504 5109 President: Esbjörn larsson
Rua Tenente Alberto Spicciati, 200 Barra Funda, Sao Paulo, BR-01140-130 E-mail: maquetdobrasil@maquet .com Telephone: +55 11 2608 7400 Fax: +55 11 2608 7410 President: norman günther
Villa Campo Belo Sao Paulo - SP-CEP 05634-140 E-mail: maquetdobrasil@maquet .com Telephone: +55 11 2608 7400 Fax: +55 11 2608 7410 President: norman günther
Arjohuntleigh Canada Inc 1575, South Gateway Road Unit C, Mississauga CA-Ontario L4W 5J1 E-mail: info@arjo .ca Telephone: +1 905 238 78 80 Fax: +1 905 238 78 81 President: John Thiessen
2001, Tanguay Magog CA-Quebec J1X 5Y5 E-mail: bhm@bhm-medical .com Telephone: +1 819 868 04 41 Fax: +1 819 868 22 49 President: yves labrie
1575 South Gateway Road, Unit C, Mississauga, Ontario L4W 5J1 E-mail: info@getinge .ca Telephone: +1 905 629 8777 Fax: +1 905 629 8875 President: Douglas friesen
235 Shields Court, Markham, Ontario, L3R 8V2 E-mail: info@maquet-dynamed .com Telephone: +1 905 752 3300 Fax: +1 905 752 3304 President: Peter Bennett
Arjohuntleigh (Shanghai) medical Trading Co. ltd. 7/F, Metro Plaza 555, Lou Shan Guan Road CN- Shanghai 200051 Telephone: +86 21 62 28 02 02 ext . 229 Fax: +86 21 62 28 02 38 President: Calvin ma
Getinge (Suzhou) Co . Ltd . No . 158, Fang Zhou Road CN-Suzhou 215021 Telephone: +86 512 62 83 89 66 Fax: +86 512 62 83 85 66 President: mark Evans
Floor 7, No 555 Loushanguan Road Changning, Shanghai, CN-200051 E-mail: info@getinge .com .cn Telephone:+86 21 6228 6161, Fax: + 86 21 6228 6100 President: niclas Olsson
No 158, Fang Zhou Road, Suzhou Industrial Park, Jiangsu Province, Suzhou, CN-215021 Telephone: +86 512 6283 8966 Fax: +86 512 6283 8566 President: Jos Oudakker
7F, Metro Plaza, 555, Lou Shan Guan Road, Shanghai, CN-200051 E-mail: info .china@maquet .de Telephone: +86 21 622 802 02 Fax: +86 21 622 802 38 President: florian mond
No . 158, Fangzhou Road, Suzhou Industrial Park, Suzhou, CN-215021 Telephone: +86 512 6283 9880 Fax: +86 512 6283 8566 E-mail: info .suzhou@maquet .de President: florian mond
Arjo hospital Equipment s.r.o Hlinky 118 CZ-603 00 Brno E-mail: arjo@arjo .cz Telephone: +420 549 254 252 Fax: +420 541 213 550 President: lubomír Kachyna
getinge Czech republic, s.r.o Radlicka 42, Praha 5, CZ-150 00 E-mail: info@getinge .cz Telephone: +420 251 564 286 Fax: +420 251 560 175 President: Pavel Krivonoska
Service GmbH-o .s . Na Strzi 65/1702, Praha 4, CZ-140 00 Telephone: +420 261 142 520 Fax: +420 261 142 540 President: friedrich zinner
Arjohuntleigh A/S Vassingerödvej 52 DK-3540 Lynge E-mail: info@huntleigh-healthcare .dk Telephone: +45 4 913 84 86 Fax: +45 4 913 84 87 President: Jörgen mann
Industriparken 44 B, Ballerup, DK-2750 E-mail: getinge .danmark@getinge .com Telephone: +45 459 32 727 Fax: +45 459 34 120 President: Ole mortensen
Amaliegade 4, Copenhagen, DK-1256 E-mail: info@t-doc .com Telephone: +45 33 33 88 55 Fax: +45 33 33 88 70 President: michael lunau
getinge Water Systems A/S Industrivej 6-8 Lynge, DK-3540 Telephone: +45 48 16 33 33 Fax: +45 48 18 9104 President: Peter ljungkvist
Firskovvej 23 2800 Lyngby Denmark E-mail: Danmark@maquet .com Telephone: +45 4694 4216 Fax: +45 4468 1566 President: Thomas lindström
Getinge Finland Ab Ängsgatan 8, Espoo, FI-02200 E-mail: getinge@getinge .fi Telephone: +358 96 82 41 20 Fax: +358 96 82 41 22 President: Peter holmberg
maquet nordic Suomi/getinge finland Oy Niittykatu 8, Espoo, FI-02200 President: Thomas lindström
Arjo Equipements hospitaliers S.A. 45,Avenue de l'Europe, 45 Eurocit B .P . 133 FR-59436 Roncq Cedex E-mail: info@arjo .fr Telephone: +33 3 20 28 13 13 Fax: +33320 28 13 14 President: frank robeers
7 Avenue du Canada, BP 49, Les Ulis FR-91942 E-mail: getinge .france@getinge .fr Telephone: +33 164 868 900 Fax: +33 164 868 989 President: francois Pointurier
30, Bld de l Índustrie, ZI Pahin FR-31170 Tournefeuille Telephone: +33 5 61 15 11 11 Fax: +33561 15 1 6 16 President: Christophe hammer
1, Rue du Comté de Donegal, Vendome Cedex, FR-41100 Telephone: +33 2 54 734 747 Fax: +33254 734 748 President: Alain Sayag
30 Boulevard de I'Industrie, ZI Pahin FR-311 70 Tournefeuille Telephone: +33 5 61 15 34 90 Fax: +33561 15 99 09 President: miquel lozano
16, Rue Nicolas Appert, (chemin du Petit Saclay) Orsay, FR-91400 Telephone: +33 169 352 400 Fax: +33 160 191 032 President: Alain Sayag
451, Chemin de Champivost BP 20 FR-69579 Limonest Cedex E-mail: info@hne-medical .fr Telephone: +33 4 78 66 62 66 Fax: +33478 66 62 67 President: frank robeers
30 Boulevard de l'Industrie, ZI Pahin FR-31170 Tournefeuille E-mail: lancersite@lancer .fr Telephone: +33 5 61 15 11 11 Fax: +33561 15 16 16 President: Christophe Oculi
Parc de Limère, Avenue de la Pomme de Pin, Ardon, Orleans, Cedex 2, FR-45074 Telephone: +33 2 38 25 88 88 Fax: +33238 25 88 00 President: Thomas Schneider
Intervascular SArl Z .I . Athélia 1 13705 La Ciotat Cedex Telephone: +33 4 4208 7015 Fax: +3344208 1349 President: hervé lazarz
Intervascular SAS Z .I . Athélia 1 13705 La Ciotat Cedex Telephone: +33 4 4208 7015 Fax: +3344208 1349
ArjoHuntleigh Middle East Office P .O . Box 102869 UAE-Dubai E-mail: international@arjo-huntleigh .com Telephone: +971 43 21 02 00 Fax: +971 43 21 03 00 President: hasmin Jamouse
G005 Nucleotide Complex Dubai Biotechnology & Research Park P .O . Box 214742 Dubai, UAE E-mail: info@maquet .ae, sales@maquet .ae Telephone: +971444 70 963 Fax: +971 4 42 93 204 President: Salah malek
P .O . Box 214742, Office no G005, Nucleotide Complex, Dubiotech Dubai, UAE Telephone:+971 4 429 3205 Fax: + 971 4 429 3204 President: Peter mårtensson
Arjohuntleigh gmbh Peter-Sander-Strasse 10 DE-55252 Mainz Kastel E-mail: info-de@arjohuntleigh .com Telephone: +49 61 34 18 60 Fax: +49 61 34 18 61 60 President: robert de Deugd
Ernst-Befort-Strasse 4, Wetzlar, DE-35578 E-mail: info@meditechnik .de Telephone: +49 644 197 810 Fax: +49 644 197 8150 President: robert de Deugd President: Dietmar Klas
Kehler Str . 31, Rastatt, DE-76437 E-mail: info@getinge .de Telephone: +49 0 7222 50 64 01, Fax: +4907222 50 64 02 President: martin Scherrer
Zechenstrasse 12, Peiting DE-86971 E-mail: info .peiting@getinge .com Telephone: +49 8861 6890 Fax: +49 8861 68999 President: Alfred heider
Kehler Strasse 31, Rastatt, DE-76437 Telephone:+49 7222 932 645 Fax: + 49 7222 932 19645 President: Christian Klein
Industriering Ost 66 DE-47906 Kempen E-mail: verkauf@hne-healthcare .de Telephone: +49 21 52 55 11 10 Fax: +49 21 52 55 11 20 President: Peter Cashin
Hechinger Strasse 38, Hirrlingen, DE-72145 E-mail: info@maquet-cp .com Telephone: +49 74 78 921-0 Fax: +49 74 78 92 1100 President: Josef Bogenschütz
Kehler Strasse 31, Rastatt, DE-76437 E-mail: info .zentrale@maquet .de Telephone: +49 7222 932 0 Fax: +49 7222 932 571 President: heribert Ballhaus managing Director: michael rieder
Kehler Strasse 31, Rastatt, DE-76437 E-mail: info .vertrieb@maquet .de Telephone: +49 1803 2121 33 Fax: +49 1803 2121 77 President: frank Schanne
Bad Meinberger Str .1, Detmold, DE-32756 Telephone: +49 523 1308 230 Fax: +49 523 1308 2311 President: michael mankopf
maquet Cardiovascular gmbh Fabriksstr . 35 DE-64625 Bensheim E-mail: info .vertrieb@maquet .de Telephone: +49 6251 17050 Fax: +49 6251 67877
President: frank Schanne
Arjohuntleigh (hong Kong) limited Rm 2909 -16, 29F, Tower 1 Kowloon Commerce Centre 51, Kwai Cheong Road HK-Kwai Chung Telephone: +852 22 07 63 63 Fax: +852 22 07 63 68 President: Kandy loo
2909-16, 29/F, Tower 1, Kowloon Commerce Centre, 51Kwai Cheong Road, Kwai Chung, NT Hong Kong Telephone: +852 2207 628 Fax: +852 2207 6338 managing Director: niclas mottus Olsson
Unit 2909-2916 Kowloon Commerce Center Toer 1 51 Kwai Cheong Road Kwai Chung N .T ., Hong Kong E-mail: cm .leung@maquet .de Telephone: +852 2207 6111 Fax: +852 2207 6112 President: florian mond
Arjohuntleigh healthcare India Pve ltd. Plot No . 8, Shah Industrial Estate Off Veera Desai Road
Andheri (West) IN-400053 Mumbai E-mail: sales@huntleigh-india .com Telephone:+91 2 26 69 46 697 Fax: + 91226 69 46 698 President: Chander Tahiliani
8, Shah Industrial Estate, Off Veera Desai Road, Andheri (West) Mumbai, IN-400053 Telephone:+91 22 4260 8000 Fax: + 91 22 4260 8010 President: Anant Agarwal
2nd&3rd Floor, "Mehta Trade Centre", No .1, Shivaji Colony, Plot No .94, CTS No . 306, Sir Mathuradass Vissanji Road, (Andheri Kurla Rd .) Andheri (East) Mumbai, IN – 400 099 Telephone: +91 22 406 921 00 Fax: +91 22 406 92 150 President: mr. Ashim Purohit
Arjohuntleigh Ireland ltd 19 Heron Road Sydenham Business Park, Unit 16-18, IE-Belfast BT3 9LE E-mail: belfast@arjo .co .uk Telephone: +44 28 90 50 20 00 Fax: +44 28 90 50 20 01
B6 Calmount Park, Ballymount, Dublin 12 E-mail: info@maquet .ie Telephone: +353 1 426 0032 Fax: +3531426 0033 President: Avril forde
Arjohuntleigh S.p.A. 432, Via di Tor Vergata IT-Roma 00133 E-mail: promo@ArjoHuntleigh .it Telephone: +39 6 87 42 62 14 Fax: + 39687 42 62 22 President: Emanuele gribaudo
Via dei Buonvisi 61/D, Rome, IT-00148 E-mail: info@getinge .it Telephone: +39 066 56 631 Fax: +39 066 56 63203 President: michelle neirotti
Via Gozzano 14, Cinisello Balsamo, Milano, IT-20092 E-mail: info-it@maquet .it Telephone: +39 026 111 351 Fax: +39-026 111 35 260 President: Piero nagni
getinge Japan K.K. Toshin Takanawa Bldg . 9F 3-11-3 Takanawa Minato-ku, Tokyo, JP-108-0074 E-mail: enquiries-inco@getinge .com Telephone: +81 3 5791 7560 Fax: +8135791 7565 President: masaru Kaneko
Seafort Square, Bldg 7F, 2-3-12 Higashishinagawa, Shinagawa-ku, Tokyo, JP-140-0002 E-mail: info .mjkk@maquet .com Telephone: +81 3 5463 8310 Fax: +8135463 6856 President: hideaki yamashita
maquet medical Korea Co., ltd. 801 Union Center, 837-11 Yeoksam-Dong, Kangnam-Ku, Seoul, KR-135-754 Telephone: +82 255 822 71 Fax: +82 255 822 84 President: Philippe rocher
maquet mexicana, s.de r.l. de C.v. Calle de Montecito No 38, piso 10, oficina 16 Condominio No . 4, colonia de Napoles Mexiko, D .F ., CP 03810 Telephone: +52 9000 8970 Fax: +52 9000 8971 President: Daniel merlo
Arjohuntleigh netherlands Bv Postbus 6116 NL-4004 HC Tiel E-mail: info-nl@arjohuntleigh .com Telephone: +31 344 64 08 00 Fax: +31 344 64 08 85 President: freek van hulst
Fruiteniersstraat 27, Zwijndrecht, NL-3330 E-mail: info@getinge .nl Telephone: +31 786 102 433 Fax: +31 786 101 582 President: Bettina Quaedvlieg
Oscar Romerolaan 3, TJ Hilversum, NL-1216 E-mail: info@maquetnetherlands .nl Telephone: +31 35 62 55 320 Fax: +31 35 62 55 321 President: rob Stoopman
Arjohuntleigh ltd 41, Vestey Drive Mount Wellington NZ Auckland E-mail: sales@huntleighhealthcare .co .nz Telephone: +64 9 573 53 44 Fax: +649573 53 84 President: Anthony Blyth
New Zealand Office 12G Andomeda Crescent, East Tamaki, Auckland E-mail: sgorrie@getinge .co .nz Telephone: +64 09 272 9039 Fax: +64 09 272 9079 n.z. Service manager: Steven gorrie
Dominion Road Auckland 1446 New Zealand (Branch Office) E-mail: info@maquet .com .au/sales@maquet .com .au Telephone: +61 800 627 838 Fax: +61 800 627 839 President: rob megens
Arjo Scandinavia AB Ryenstubben 2 N-0679 Oslo E-mail: pot@arjo .no Telephone: +47 22 08 00 50 Fax: +47 22 57 06 52 President: morten Braastad
Ryenstubben 2, Oslo, NO-0679 E-mail: info@getinge .no Telephone: +47 2303 5200 Fax: +47 2303 5201 President: vegard Oulie
Arjohuntleigh Polska Sp.z.o.o. ul . Ks . Wawrzyniaka 2 PL-62052 Komorniki E-mail: international@arjo-huntleigh .com Telephone: +48 61 662 15 50 Fax: +48 61 662 15 90 President: Jacek hupalo
Ul . Lirowa 27, Warsaw, PL-02-387 E-mail: info@getinge .pl Telephone: +48 22 882 06 26 Fax: +48 22 882 24 52 President: Jerzy Bartos
Telephone: +48 22 882 06 44 Fax: +48 22 823 80 83 President: Thomasz Wysocki
maquet Portugal lda Rua Poeta Bocage, 2 -2G, Telheiras, Lisboa, PT-1600-233 E-mail: geral@maquet .com Telephone: +351 214 189 815 Fax: +351 214 177 413 President: rui viegas
maquet llC Stanislavskogo 21, Bld .7 Moscow, RU-109004 E-mail: info@maquet .ru Telephone: +7 495 514 0055 Fax: +7 495 514 0056 President: Kseniya uljanova
Arjohuntleigh Singapore Pte ltd 20, Bendemeer Road # 06-03, Cyberhub Building, SG-339914 Singapore E-mail: singapore@arjohuntleigh .com Telephone: +65 62 93 33 87 Fax: +65 62 93 33 89 President: Steve Blyth
20, Bendemeer Road, No 06-01/02, Cyberhub Building, Singapore, SG-339914 Telephone: +65 6 396 7298 Fax: +656396 7978 President: Dag leffhallstein
20, Bendemeer Road, #06-01/02, Cyberhub Building, Singapore, SG-339914 E-mail: sales@maquet-sg .com Telephone: +65 6 296 1992 Fax: +656296 1937 President: Philippe rocher
maquet medizintechnik vertrieb und Service GmbH–o .z . Pribinova 25, Bratislava, SK-81109 Telephone: +42 1 2335 54149 Fax: +4212335 54140 President: friedrich zinner
Arjohuntleigh Africa (Pty) ltd. 120, Willem Cruywagen Avenue Klerksoord ZA-Pretoria E-mail:sales@huntleighafrica .co .za Telephone: +27 12 542 46 80 Fax: +27 12 542 49 82 President: vassie Ponsamy
Arjohuntleigh Iberica S.l. 88, Carretera de Rubi - 1a planta-A1 Santa Cugat del Vallés ES-Barcelona 08130 E-mail: promo@arjohuntleigh .com Telephone: +34 93 583 11 20 Fax: +34 93 583 11 22 President: Juan manuel Diaz
P .E . San Fernando, Edif . Francia 1a Planta C/Castilla no 2 28830 San Fernando de Henares (Madrid) E-mail: administration@getinge .es Telephone: +34 916 782 626 Fax: +34 916 784 0511 President: Olivier Bertolini
P .E . Rivas Futura C/Marie Curie 5 Edificio Alfa Planta 6, oficina 6 .1-6 .2 28521 Rivas Vaciamadrid Telephone: +34 91 678 1652 Fax: +34 91 678 1653 President: manuel moreno
Arjo AB Ideon Science Park Scheelevägen 19 F SE-223 70 Lund Telephone: +46 413 645 00 Fax: +46 413 646 56 President: Alex myers
Box 61 SE-241 21 Eslöv Verkstadsvägen 5 241 38 Eslöv E-mail: info@arjohuntleigh .com Telephone: +46 413 645 00 Fax: +46 413 138 76 President: ulf Olsson
Box 61 SE-241 21 Eslöv Verkstadsvägen 5 241 38 Eslöv E-mail: kundservice@arjohuntleigh .com Telephone: +46 413 645 00 Fax: +46 413 138 76 President: mattias lundin
P .O . Box 69 SE-310 44 Getinge Ekebergsvägen 26 310 44 Getinge E-mail: info@getinge .com Telephone: +46 35 15 55 00 Fax: +46 35 15 56 40 President: Johan malmquist
Ljungadalsgatan 11, P .O . Box 1505, Växjö, SE-35115 E-mail: info .disinfection@getinge .com Telephone: +46 470 77 98 00 Fax: +46 470 20 832 President: roland Karlsson
Ekebergsvägen 26, P .O . Box 69, Getinge SE-310 44 E-mail: info@getinge .com Telephone: +46 35 15 55 00 Fax: +46 35 18 14 50 President: Christer Ström
getinge International AB Ekebergsvägen 26, P .O . Box 69, Getinge, SE-310 44 E-mail: info@getinge .com Telephone: +46 35 15 55 00 Fax: +46 35 16 63 92 President: harald Castler
Ekebergsvägen 26, P .O . Box 69, Getinge, SE-310 44 E-mail: info@getinge .com Telephone: +46 35 15 55 00 Fax: +46 35 54952 President: henrik frisk
Industrivägen 5, Skärhamn, SE-471 31 E-mail: info@seska .getinge .com Telephone: +46 304 60 02 00 Fax: +46 304 60 02 29 President: gert linder
Ekebergsvägen 26, P .O . Box 69, Getinge, SE-310 44 E-mail: info@getinge .com Telephone: +46 35 15 55 00 Fax: +46 35 583 08 President: Joacim lindoff
maquet Critical Care AB Röntgenvägen 2, Solna, SE-171 54 Telephone: +46 8 730 7300 Fax: +468985 775 President: Dan rydberg
Röntgenvägen 2, Solna, SE-171 54 E-mail: nordic@maquet .com Telephone: +46 8 730 7272 Fax: +468295 532 President: Thomas lindström
Arjohuntleigh Ag Florenzstrasse 1D CH-Basel 4023 E-mail: info .ch@arjohuntleigh .com Telephone: +41 613 37 97 77 Fax: +41 61311 97 42 President: mario Jordi
Weidenweg 17, Rheinfelden, CH-4310 E-mail: info@alfa .ag Telephone: +41 618 36 15 15 Fax: +41-618 36 15 10 President: martin Scherrer
Wilerstrasse 75, Gossau, CH-9201 E-mail: info@maquet .ch Telephone: +41 71 3350 303 Fax: +41 71 3350 313 President: Werner Kies
maquet hong Kong ltd Taiwan Branch Suite 1511, 15F, 333 Keelung Road Section 1 110 Taipei Telephone: +886 287 582 738 Fax: +886 287 582 999 President: florian mond
maquet (Thailand) Co. lTD . 6th Floor Dr . Gerhard Link Building 88, Krungthepkreetha Road, Bangkapi Bangkok 10240 Telephone: +66 81 801 8311 President: Philippe rocher
maquet Cardiopulmonary medikal Teknik San .Tic . Ltd .Sti Serbest Bölge,RAda Yeni Liman, TR- 07070 Antalya E-mail: nevin .sonmez@maquet-cp .com Telephone +90 242 249 9030 Fax: +90 242 249 9001 President: murat Calik
Sales&Service Unit Tekstilkent Garanti Koza Plaza A-Blok, Kat 8, Esenler TR- 34320 Istanbul Telephone: +90 212 444 6678 Fax: +90 212 438 4517 President: hakan Seber Aya
Arjohuntleigh International ltd 310-312 Dallow Road Luton UK-Bedfordshire LU1 1TD E-mail: international@arjohuntleigh .com Telephone: +44 15 82 74 58 00 Fax: +44 15 82 74 58 66 President: Peter Wood
St Catherine Street UK-Gloucester GL1 2SL E-mail: uksales@arjo .co .uk Telephone: +44 14 52 42 82 00 Fax: +44 14 52 42 83 44 President: Peter vacher
Orchard Way, Calladine Park, Sutton-In-Ashfi eld, NG17 1JU E-mail: sales@getinge .co .uk Telephone: +44 16 23 51 00 33 Fax: +44 16 23 44 04 56 President: Stephen Parrish
1 Farthing Road Ipswich UK-Suffolk IP1 5AP E-mail: sales@akronproducts .co .uk Telephone: +44 1 473 46 10 42 Fax: +441473 46 29 24 President: Peter Cashin
35 Portmanmoor Road Industrial Estate East Moors UK-Cardiff CF 24 5HN Telephone: +44 29 20 48 58 85 Fax: +44 29 20 49 25 20 President: Peter Cashin
35 Portmanmoor Road Industrial Estate UK-Cardiff CF 24 5HN E-mail: sales@huntleigh-diagnostics .co .uk Telephone: +44 29 20 48 58 85 Fax: +44 29 20 49 25 20 President: Peter Cashin
310-312 Dallow Road Luton UK-Bedfordshire LU1 1TD E-mail: sales .admin@huntleigh-healthcare .com Telephone: +44 15 82 41 31 04 Fax: +44 15 82 45 91 00 President: geoff Cox
1 Pembroke Avenue, Waterbeach, Cambridge, CB5 9QR Telephone: +44 122 386 1665 Fax: +44 122 386 1990 President: nick Satchell
14-15 Burford Way, Boldon Business Park, Sunderland, Tyne & Wear, NE35 9PZ E-mail: sales@maquet .co .uk Telephone: +44 191 519 6200 Fax: +44 191 519 6201 President: Bill AlKhatib
Arjohuntleigh latin America Inc.
2602, NW 97th Avenue Miami US-Florida 33172 E-mail: international@arjohuntleigh .com Telephone: +1 305 46 30 526 Fax: +1 305 46 30 216 President: Joe Cristobal
2349, West Lake Street Suite 250, Addison US-illinois 60101 E-mail: us .info@arjohuntleigh .com Telephone: +1 630 307 27 56 Fax: +1 630 307 61 96 President: Philip Croxford
Latin America Operations 8200 NW 27th Street, Suite 107, Miami, FL-33122 Telephone: +1 305 447 9144 Fax: +1 305 447 9979 President: Bo Engberg
1777 East Henrietta Road, Rochester, NY 14623-3133 E-mail: info@getingeusa .com Telephone: +1 585 475 1400 Fax: +1 585 272 5299 President: John Aymong
1777 East Henrietta Road, Rochester, NY 14623-3133 E-mail: info@getingeusa .com Telephone: +1 585 475 1400 Fax: +1 585 272 5033 President: Andrew g. ray
40, Christopher Way Eatontown US-New Jersey 07724 E-mail: us .info@arjohuntleigh .com Telephone: +1 732 578 98 98 Fax: +1 732 578 98 89 President: Philip Croxford
50, North Gary Avenue Suuite A Roselle US-Illinois 601 72 E-mail: us .info@arjohuntleigh .com Telephone: +1 630 307 27 56 Fax: +1 630 925 79 69 President: Philip Croxford
1325, Field Avenue South, Rush City, MN-55069-0567 Telephone: +1 320 358 4713 Fax: +1 320 358 3549 President: Steven Jones
3543 State Road 419, Winter Springs, FL-32708 E-mail: LancerUS@Lancer .com Telephone: +1 407 327 8488 Fax: +1 407 327 1229 President: Jim fry
45 Barbour Pond Drive Wayne, New Jersey 07470 Telephone: +1 973 709 7490 Fax: +1 973 709 6511 President: raoul Quintero
45 Barbour Pond Drive, Wayne, New Jersey 07470 E-mail: customer .support@maquet-inc .com Telephone: +1 973 709 7000 Fax: +1 973 709 7699 President: Chima Abuba
45 Barbour Pond Drive Wayne, New Jersey 07470 E-mail: cssurgery@maquet .com/vssurgery@maquet . com cpsurgery@maquet .com, cardiacassist@maquet .com Telephone: +1 888 880 2874 Fax: +1 973 709 6511 President: Pat Walsh
15 Law Drive Fairfield, New Jersey 07004 E-mail: info@datascope .com Telephone: +1 973 244 6100 Fax: +1 973 244 6279 President: Christian Keller
To the annual meeting of the shareholders of Getinge AB (publ) Corporate identity number 5564085032
We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the board of directors and the managing director of Getinge AB (publ) for the year 2009 . The company's annual accounts and the consolidated accounts are included in the printed version on pages 59-94 . The board of directors and the managing director are responsible for these accounts and the administration of the company as well as for the application of the Annual Accounts Act when preparing the annual accounts and the application of international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act when preparing the consolidated accounts . Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit .
We conducted our audit in accordance with generally accepted auditing standards in Sweden . Those standards require that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of material misstatement . An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts . An audit also includes assessing the accounting principles used and their application by the board of directors and the managing director and significant estimates made by the board of directors and the managing director when preparing the annual accounts and consolidated accounts as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts . Asabasis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any board member or the managing director . We also examined whether any board member or the managing director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association . We believe that our audit provides a reasonable basis for our opinion set out below .
The annual accounts have been prepared in accordance with the Annual Accounts Act and giveatrue and fair view of the company's financial position and results of operations in accordance with generally accepted accounting principles in Sweden . The consolidated accounts have been prepared in accordance with international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act and give a true and fair view of the group's financial position and results of operations . The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts .
We recommend to the annual meeting of shareholders that the income statements and balance sheets of the parent company and the group be adopted, that the profit of the parent company be dealt with in accordance with the proposal in the administration report and that the members of the board of directors and the managing director be discharged from liability for the financial year .
Getinge March 23, 2010
Öhrlings PricewaterhouseCoopers AB
magnus Willfors Johan rippe Authorized Public Accountant Authorized Public Accountant Chief Auditor
The Annual General Meeting will be held on 21 April 2010 at 4:00 p .m . in Kongresshallen at Hotel Tylösand, Halmstad, Sweden .
Shareholders wishing to participate at the Annual General Meeting should:
Applications can be submitted in the following ways:
Shareholders whose shares are registered in the name of a nominee must have temporarily registered their shares in their own name, to be able to participate at the Annual General Meeting, well in advance of 15 April 2010 . Shareholders wishing to be represented by proxy must submit a power of attorney to the company prior to the meeting . Anyone representing a legal entity must have a copy of the registration certificate or a corresponding authorisation document that indicates the proper authorised signatory .
Getinge AB's interim report for the third quarter of 2009 contained guidelines for shareholders on how to proceed to submit proposals to Getinge's Nomination Committee and how to propose motions to be addressed at the Annual General Meeting .
The Board of Directors and President propose that a dividend for 2009 of SEK 2 .75 (2 .40) per share be paid, totalling SEK 655 m (572) . The Board's proposed record date is 26 April 2010 . VPC anticipates being able to forward the dividend to shareholders on 29 April 2010 .
Annual General Meeting Interim report January – March
12 July 2010 Interim report January – June
Interim report January – September
Year-end report for 2010
Annual Report for 2010
The Annual report, year-end report and interim reports are published in Swedish and English and are available for download at Getinge's website at www.getingegroup.com .
The Annual Report can also be ordered from: Getinge AB Att: Communications Department Box 69 SE-310 44 Getinge Sweden
Telephone: +46 35 15 55 00
Sylwia valleberger Communications Officer Telephone: +46 35 18 14 61 E-mail: sylwia .valleberger@getinge .com
Getinge AB Box 69 SE-310 44 Getinge Sweden
getinge AB Box 69 SE-310 44 Getinge Sweden
E-mail: info@getinge .com Phone: +46 35 15 55 00 Fax: +46 35 15 56 40 President: Johan malmquist
maquet gmbh & Co.Kg Kehler Strasse 31 DE-76437 Rastatt Germany
E-mail: info .zentrale@maquet .de Phone: +49-7222 932 0 Fax: +49 7222 932 855 President: heribert Ballhaus
Arjohuntleigh AB Scheelevägen 19 F SE-223 70 Lund Sweden
E-mail: info@arjo .se Phone: +46 413 645 00 Fax: +46 413 646 56 President: Alex myers
getinge Infection Control AB Box 69 SE-310 44 Getinge Sweden
E-mail: info@getinge .com Phone: +46 35 15 55 00 Fax: +46 35 18 14 50 President: Christer Ström
| Notes | |
|---|---|
| ------- | -- |
| Notes | ||
|---|---|---|
Head office gROUp
getinge AB Box 69 SE-310 44 Getinge Sweden
E-mail: info@getinge .com Phone: +46 35 15 55 00 Fax: +46 35 15 56 40 President: Johan malmquist Business area office MEDIcAl SYSTEMS
maquet gmbh & Co.Kg Kehler Strasse 31 DE-76437 Rastatt Germany
E-mail: info .zentrale@maquet .de Phone: +49-7222 932 0 Fax: +49 7222 932 855 President: heribert Ballhaus
Business area office ExTENDED cARE
Arjohuntleigh AB Scheelevägen 19 F SE-223 70 Lund Sweden
E-mail: info@arjo .se Phone: +46 413 645 00 Fax: +46 413 646 56 President: Alex myers Business area office INfEcTION cONTROl
getinge Infection Control AB Box 69 SE-310 44 Getinge Sweden
E-mail: info@getinge .com Phone: +46 35 15 55 00 Fax: +46 35 18 14 50 President: Christer Ström
P .O . Box 69 SE-310 44 GETINGE Sweden Phone: +46 35 15 55 00 E-mail: info@getinge .com www.getingegroup.com
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