Annual Report • Apr 27, 2017
Annual Report
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| 4 | 01. Letter to the Shareholders |
|---|---|
| 7 | Key figures 2016 |
| 8 | 02. Company Profile |
| 10 | Agfa, all over the world |
| 12 | Highlights 2016 |
| 14 | 03. Growth |
| 20 | 04. Innovation |
| 26 | 05. Sustainability |
| 30 | 06. Working@Agfa |
| 34 | 07. Annual Report of the Board of Directors |
| to the Shareholders of Agfa-Gevaert NV | |
| 35 | Comments on the Financial Statements |
| 35 | Comments on the Consolidated Financial Statements |
| 39 | Comments on the Statutory Accounts of Agfa-Gevaert NV |
| 40 | 08. Agfa Graphics |
| 44 | 09. Agfa HealthCare |
| 50 | 10. Agfa Specialty Products |
| 54 | 11. Financial Statements |
| 54 | Opinion on the fair presentation in accordance |
| with the Royal Decree of November 14, 2007 | |
| 55 | Consolidated Financial Statements |
| 55 | Profit or Loss |
| 56 | Comprehensive Income |
| 57 | Financial Position |
| 58 | Changes in Equity |
| 59 | Cash Flows |
| 60 | Notes to the Consolidated Financial Statements |
| 60 | 1. Reporting entity |
| 60 | 2. Basis of preparation |
| 62 | 3. Significant accounting policies |
| 78 | 4. New standards and interpretations not yet adopted |
The words in italic are explained in the Glossary p 177-180
| 5. Reportable segments |
|---|
| 6. Acquisitions |
| 7. Financial risk management |
| 8. Information on the nature of expenses |
| 9. Other operating income |
| 10. Other operating expenses |
| 11. Net finance costs |
| 12. Income taxes |
| 13. Intangible assets and goodwill |
| 14. Property, plant and equipment |
| 15. Investments in associates and financial assets |
| 16. Inventories |
| 17. Other tax receivables and other tax liabilities |
| 18. Receivables under finance leases |
| 19. Other receivables |
| 20. Other non-current and current assets |
| 21. Cash and cash equivalent |
| 22. Non-current assets held for sale |
| 23. Equity |
| 24. Employee benefits |
| 25. Loans and borrowings |
| 26. Provisions |
| 27. Deferred revenue and advance payments |
| 28. Other payables |
| 29. Operating leases |
| 30. Commitments and contingencies |
| 31. Related party transactions |
| 32. Earnings per share |
| 33. Investments in subsidiaries and associates Agfa-Gevaert Group |
| 34. Events subsequent to December 31, 2016 |
| 35. Information on the auditor's assignments and related fees |
| Auditor's report to the General Meeting |
| Statutory Accounts |
| 12. Corporate Governance Statement |
| Board of Directors |
| Composition of the Board of Directors |
| CV's of the members of the Board of Directors |
| Committees established by the Board of Directors |
| Audit Committee |
| Nomination and Remuneration Committee |
| Management of the Company |
| 151 | CEO and Executive committee (ExCo) | ||
|---|---|---|---|
158
In a year in which the world found itself in constant turmoil, the Agfa-Gevaert Group managed to post a more than satisfying set of results. Agfa was able to show very substantial progress for each and every financial indicator. Turnover was still down in 2016, but – if one excludes the currency exchange rate impact – the decline rate was less significant than in the two previous years.
JULIEN DE WILDE, CHAIRMAN OF THE BOARD OF DIRECTORS In many parts of the world, people are on the run for the blind terror of fundamentalism. Brutal terrorist attacks hit the capital cities of Europe. In June, the United Kingdom voted for Brexit, leaving the European Union project in a state of shock. At the end of the year, the president-elect of the United States made clear that the world will have to deal – for the next four years at least – with a protectionist inspired super power. All these events had and will continue to have an impact on the lives of all of us, but also on the economic environment in which we have to operate.
Under these challenging circumstances, the Agfa-Gevaert Group managed to follow its strategic course and met its main objectives for 2016. Although the Group's top line decreased by 4.1% (3.5% excluding the currency exchange rate impact) to 2,537 million Euro, the revenue trend started to improve towards the end of the year. As a whole, the Agfa-Gevaert Group brought its recurring EBITDA margin above 10% of revenue. Furthermore, our strong focus on cash flow generation enabled us to turn our net debt position into a net cash position of 18 million Euros. These two achievements will now allow us to shift our focus towards the top line evolution of our businesses. Comparable to what we did a couple of years ago, when we started our gross profit margin improvement program, we have initiated several top line projects. With these projects, we aim at resisting the decline of our traditional businesses and at boosting the success of our growth engines. In that respect, the continuous success of our HealthCare IT business acts as an example for our other growth businesses. Due to targeted efficiency measures across the Group and positive raw material effects in the Agfa Graphics business group, the Group improved its gross profit margin by almost two percentage points to 33.8% of revenue. That is the highest level since 2010. As a result, the Agfa-Gevaert Group posted a net profit – for the fourth consecutive year – of 80 million Euro.
Let us now take a closer look at the results of our three business groups in 2016.
Although Agfa Graphics continued to face difficult market conditions in the offset market, the business group's revenue decrease has slowed down in the last quarter of the year. In the prepress segment, the digital computer-to-plate (CtP) business was affected by the severe competitive pressure in the offset markets and the market softness in certain emerging countries. The sustainable printing plate solutions, however, continued their global success. The analog computer-to-film (CtF) business continued to decline.
The inkjet segment's full year top line remained stable. The order book for this business started to show some improvement towards the end of the year. As competitive pressure effects were offset by structural efficiency measures and positive raw material effects, Agfa Graphics was able to significantly improve its gross profit margin by 1.5 percentage point.
In the Agfa HealthCare business group, the HealthCare IT growth engines performed strongly. On a currency comparable basis, Agfa HealthCare's top line remained stable at 1,090 million Euro, thanks to the strong performance in the last months of the year.
In the IT segment, both the HealthCare Information Solutions range and the Imaging IT Solutions range performed strongly throughout the year. As part of the latter product range, the Enterprise Imaging platform convinced numerous healthcare providers all over the world. In the Imaging segment, the direct radiography (DR) business posted solid growth figures. In the first quarters of the year, the top line of the Imaging segment's hardcopy business was influenced by measures taken in the fourth quarter of 2015 to align the inventory policy at the distributors' level with the economic situation in the emerging markets. The hardcopy top line trend started to stabilize in the third quarter, resulting in revenue growth in the fourth quarter.
Driven by structural efficiency measures, Agfa HealthCare's gross profit margin improved by two percentage points.
The future-oriented businesses Synaps Synthetic Paper and Orgacon Electronic Materials performed well.
In 2017, the Agfa-Gevaert Group celebrates the 150th anniversary of the foundation of the Aktiengesellschaft für Anilinfabrikation (Corporation for Aniline Production) in Rummelsburg near Berlin. In 1867, this manufacturer of dyes and stains was the forerunner of what was to become the leading European imaging company, active globally in various markets such as the photo and cine film industry, the healthcare and non-destructive testing sector, the graphic arts industry and several other smaller industrial niche markets. During this one and a half century, the Agfa-Gevaert Group built an impressive legacy of expertise and know-how, resulting in a strong patent and product portfolio. Thanks to our ability to continuously adapt our structures and our strategies to the increasingly changing economic
environments, we have been able to face the many challenges that crossed our path with success. Today, we can say that we are ready for the next chapter in the history of our Company. During the last few years, we have shown that this Company has been able to restore a healthy financial position. As a result, we have turned our net debt position into a net cash position and we have reached our target of bringing the EBITDA margin to 10% of revenue. Combined with our renewed, innovative and top quality portfolio in all business groups, we now have all elements in hand to build on our 150 year history legacy.
The key targets for our strategy in this new phase are: progressively restoring growth and creating value for the shareholders.
As we did when we started to focus on the improvement of our gross profit margin a couple of years ago, we have initiated several top line projects, aiming at resisting the decline of our traditional businesses and at boosting the success of our growth engines.
We will do this based on four pillars. Firstly, we will actively participate in the consolidation of our traditional businesses. Secondly, we will implement projects that will boost the success of our growth engines and we will draw up strategies that will develop those businesses that are relatively new to us. Thirdly, we will aim to realize targeted and adapted acquisitions. Our cash position allows us to look into opportunities to complement
our existing technology portfolio, particularly in the field of healthcare IT. And last but not least, we will develop a culture of value based selling in our sales force, aiming at increased customer satisfaction. We will work closely together with our customers to offer them the added value they are looking for.
We sincerely thank our customers and our distributors for the confidence in our Company. We are committed to continue to serve all of them with the most advanced, high-quality and reliable products and services. We also wish to thank our employees for their strong contribution to the success of the Company and in realizing the 2016 results. Furthermore, we are grateful to our shareholders for their support and their confidence. The good results of the past year clearly demonstrate that we are following the right track for the successful transformation of the Company. For the continuation of our strategy, we will need all existing financial resources. Therefore, the Board of Directors will propose to the Annual General Assembly of Shareholders not to pay a dividend for 2016.
Julien De Wilde Christian Reinaudo Chairman of the Board of Directors CEO of the Agfa-Gevaert Group
| MILLION EURO | 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|---|
| PROFIT OR LOSS | |||||
| Revenue | 3,091 | 2,865 | 2,620 | 2,646 | 2,537 |
| Change vs. previous year | 2.2% | (7.3)% | (8.6)% | 1.0% | (4.1)% |
| Graphics | 1,652 | 1,491 | 1,355 | 1,358 | 1,267 |
| Share of group sales | 53.5% | 52.0% | 51.7% | 51.3% | 49.9% |
| HealthCare | 1,212 | 1,160 | 1,069 | 1,099 | 1,090 |
| Share of group sales | 39.2% | 40.5% | 40.8% | 41.5% | 43.0% |
| Specialty Products | 227 | 214 | 197 | 189 | 180 |
| Share of group sales | 7.3% | 7.5% | 7.5% | 7.2% | 7.1% |
| Gross profit | 869 | 834 | 807 | 842 | 857 |
| Results from operating activities | 96 | 163 | 136 | 161 | 166 |
| Net finance costs | (85) (3) | (71) | (59) | (74) | (51) |
| Income tax expense | (20) | (43) | (18) | (16) | (35) |
| Profit (loss) for the period | (9) (3) | 49 | 59 | 71 | 80 |
| Attributable to owners of the Company | (19) (3) | 41 | 50 | 62 | 70 |
| Attributable to non-controlling interests | 10 | 8 | 9 | 9 | 10 |
| Results from operating activities | 96 | 163 | 136 | 161 | 166 |
| Restructuring/non-recurring expenses | (43) | 19 | (16) | (19) | (42) |
| Recurring EBIT | 139 | 144 | 152 | 180 | 208 |
| Recurring EBITDA | 225 | 224 | 222 | 240 | 265 |
| CASH FLOW | |||||
| Net cash from (used in) operating activities | 32 | 107 | 151 | 149 | 142 |
| Capital expenditures (1) | (44) | (40) | (37) | (37) | (44) |
| STATEMENT OF FINANCIAL POSITION - DECEMBER 31 | |||||
| Equity | 169 (4) | 368 | 146 | 268 | 252 |
| Net financial debt | 291 | 217 | 126 | 58 | (18) |
| Current assets minus current liabilities (2) | 808 | 699 | 550 | 567 | 568 |
| Total assets | 2,830 | 2,568 | 2,548 | 2,402 | 2,352 |
| SHARE INFORMATION (EURO) | |||||
| Earnings per share (eps) | (0.11) (3) | 0.25 | 0.30 | 0.37 | 0.42 |
| Net operating cash flow per share | 0.19 | 0.64 | 0.90 | 0.89 | 0.85 |
| Gross dividend | 0 | 0 | 0 | 0 | 0 |
| Book value per share | 1.01 (3) | 2.19 | 0.87 | 1.36 | 1.50 |
| Number of ordinary shares outstanding at year-end | 167,751,190 | 167,751,190 | 167,751,190 | 167,751,190 | 167,751,190 |
| Weighted average number of ordinary shares | 167,751,190 | 167,751,190 | 167,751,190 | 167,751,190 | 167,751,190 |
| EMPLOYEES (AT YEAR END) | |||||
| Full time equivalent permanent (active) | 11,408 | 11,047 | 10,506 | 10,241 | 10,042 |
(1) For intangible assets and property, plant and equipment.
(2) During 2016, the Group has consistently applied its accounting policies used in previous years, except for the presentation of trade receivables, trade payables, receivables under finance lease and other assets. As of December 31, 2016 the Group classifies these balances as non-current assets/liabilities to the extent they are due to be settled more than twelve months after the reporting period. Comparative information for the year 2015 has been restated. Furthermore the Group has changed the accounting treatment of defined contribution plans with return guaranteed by law. As a result, the net liability for post-employment benefits at December 31, 2016 has increased by four million euro, impacting other comprehensive income for the same amount. More information is provided in the notes to the Consolidated Financial Statements.
(3) During 2013, the Group has consistently applied its accounting policies used in the previous year, except for its post-employment benefit plans where the measurement of the defined benefit cost and the net defined benefit liability has changed due to the amendments of IAS 19 as stated in IAS 19 (Revised 2011). As a result, other finance expense for 2012 has been restated by 22 million Euro from 99 million Euro to 77 million Euro. This restatement also impacted the 2012 EPS calculation from minus 0.24 Euro to minus 0.11 Euro.
(4) During 2013, the Group has consistently applied its accounting policies used in the previous year, except for its post-employment benefit plans where the measurement of the defined benefit cost and the net defined benefit liability has changed. The changes fully result from the application of the amendments to IAS 19 as stated in IAS 19 (Revised 2011). As such, the net defined benefit liability at January 1, 2013 has increased by 786 million Euro, being 767 million Euro for the Group's material countries and 19 million Euro for the other countries. This impact has been recorded in equity via retained earnings to the extent related to the changes in the determination of the defined benefit cost for 2012 resulting in an increase of 22 million Euro, the remainder i.e. minus 808 million Euro has been reflected in a separate line item in equity called 'Post-employment benefits: remeasurements of the net defined benefit liability'. The impact of the changes in accounting policy are also reflected in the restated opening balances at January 1, 2012 and the closing balances at December 31, 2012 as well as in the result over 2012. The impact on the closing balances at December 31, 2012 equals the impact at January 1, 2013. The opening balances at January 1, 2012 comprise remeasurements of the net defined benefit liability amounting to 704 million Euro being 687 million Euro for the Group's material countries and 17 million Euro for the other countries.
The Agfa-Gevaert Group develops, produces and distributes an extensive range of analog and digital imaging systems and IT solutions, mainly for the printing industry and the healthcare sector, as well as for specific industrial applications.
Agfa's headquarters and parent company are located in Mortsel, Belgium. The Group's operational activities are divided in three independent business groups: Agfa Graphics, Agfa HealthCare and Agfa Specialty Products. All business groups have strong market positions, well-defined strategies and full responsibilities, authority and accountability. Agfa's largest production and research centers are located in Belgium, the United States, Canada, Germany, France, the United Kingdom, Austria, China and Brazil. Agfa is commercially active worldwide through wholly owned sales organizations in more than 40 countries. In countries where Agfa does not have its own sales organization, the market is served by a network of agents and representatives.
Agfa Graphics provides commercial, newspaper and packaging printers with the most extensive range of integrated prepress solutions, from complete computer-to-plate systems and printing plates to color management, workflow automation and security design software. Agfa Graphics also supplies a wide range of wide-format digital printing solutions to sign & display companies. Agfa's print engines combine high speed with exceptional print quality and are part of a complete system including dedicated inks as well as workflow automation software. Enabling manufacturers to integrate print into their production processes, Agfa Graphics also develops and manufactures high-performance inks and fluids for various industrial inkjet printing applications.
Agfa HealthCare is a leading provider of diagnostic imaging and healthcare IT solutions for hospitals and care centers around the world. The business group is a major player on the diagnostic imaging market, providing analog and digital technology, as well as IT solutions to meet the needs of specialized clinicians.
The business group is also a key player on the healthcare information solutions market, integrating the administrative, financial and clinical workflows of individual hospitals and hospital groups.
Today, care organizations in over 100 countries rely on Agfa HealthCare's leading technologies, solutions and services to optimize their efficiency and improve patient care.
Agfa Specialty Products develops, manufactures and markets a wide variety of products. Its customers are large business-to-business companies in niche industry markets.
On the one hand, the business group produces classic film-based products, such as film for non-destructive testing and aerial photography, as well as microfilm and film for the production of printed circuit boards. On the other hand, Agfa Specialty Products targets promising growth markets with innovative solutions. This portfolio includes conductive polymers, materials for the production of high-security ID documents, membranes for hydrogen production and synthetic papers that show increasing market acceptance.
AGFA'S MAJOR MANUFACTURING AND R&D CENTERS
GERMANY BONN MUNICH PEISSENBERG PEITING ROTTENBURG SCHROBENHAUSEN TRIER WIESBADEN
"Agfa is committed to its mission: to be the partner of choice in imaging and information systems in all the markets in which it operates, be it the graphics industry, the healthcare sector or the industrial specialty markets. We do this by offering leading edge technologies, affordable solutions, innovative ways of working, based on our in-depth understanding of the businesses and individual needs of our customers. Investing in innovation and delivering top quality solutions are key in this.
Operating in a responsible, sustainable and transparent way is as important. We are convinced that this is the right approach for the long-term success of our Company."
CHRISTIAN REINAUDO, CEO OF THE AGFA-GEVAERT GROUP
SHANGHAI WUXI (PRINTING) WUXI (IMAGING) CHINA AGFA GRAPHICS AGFA HEALTHCARE AGFA SPECIALTY PRODUCTS
MANUFACTURING
R&D
Agfa-Gevaert l Annual Report 2016 - 11
Agfa Specialty Products and Matset sign an agreement for the distribution of the Synaps synthetic paper range in Turkey.
Agfa HealthCare reinforces its ambition to drive the development of its business intelligence solutions through the acquisition of the Austrian TIP Group and strengthens its move into the integrated care market through a strategic alliance with US-based MphRx.
Agfa Graphics' circular economy model for printing plates receives the European Logistics Association Award 2016.
Agfa Graphics launches Arziro Design 2.0, a complete, end-to-end workflow for the general security printing market.
Agfa HealthCare and Assistance Publique - Hôpitaux de Paris extend their relationship for another four years. The ORBIS clinical information system will be deployed across all 39 AP-HP hospitals.
Agfa Graphics launches inkjet and prepress solutions at drupa, including a range of Anapurna wide-format inkjet print engines with LED UV curing and the Energy Elite Eco thermal printing plate.
Agfa HealthCare joins the Watson Health Imaging Center of Excellence, created by IBM Watson Health. The initiative aims at developing cognitive imaging technologies.
The US Government awards Agfa HealthCare its DIN-PACS IV contract, allowing the business group to offer its imaging IT solutions to US government healthcare providers.
Agfa Graphics wins three Product of the Year Awards at SGIA EXPO with its Anapurna H3200i, Jeti Mira and Jeti Tauro print engines.
Agfa HealthCare announces the release of a new version of its innovative Enterprise Imaging platform, featuring several customer-driven enhancements.
Agfa Specialty Products and LCsys Systèmes Industriels announce the launch of ABSOLUT-ID, their solution for the integrated production of high security ID cards.
Agfa HealthCare introduces several new solutions at RSNA, including its new DR 800 X-ray room with MUSICA image processing software for dynamic imaging.
For over 100 years, Agfa-Gevaert has been one of the world leaders in the imaging industry. Since the beginning of this century, however, the industry has been undergoing radical changes. In this period, its analog, film based core technology is largely digitized. This fundamental transformation process has had a lot of implications for the organization, the business model, the innovation policy and the human resources of the Company. The transition of the analog film technology to digital solutions is an undeniable fact, although some branches of industry and regions move faster than others. In the graphics industry and the healthcare sector, the analog film markets continue to shrink. This trend was even accelerated by the high raw material prices – silver in particular – in the period 2010-2012. Obviously, it was imperative to adapt the cost structure of our film manufacturing sites to these structural changes in the film industry.
Due to the global economic crisis, the importance of the emerging countries for the growth strategy of Agfa's digital solutions has further increased. Again, this urges Agfa to adapt its human resources, product portfolio and cost structure to these demanding markets. Despite the adverse economic conditions, Agfa-Gevaert has drawn up a targeted growth strategy which is to be realized through organic growth, and – wherever possible – through targeted and well-considered acquisitions.
In the knowledge that its traditional markets are declining, Agfa strives to use its experience and expertise that it has been building over the years, to enter into and grow further in new business domains. In this context, the Company invests strongly in the industrial inkjet and healthcare IT growth engines.
Notwithstanding the increasing competition of electronic alternatives, print will remain a powerful and essential valueadding communication tool. Agfa Graphics will therefore continue to promote the position of print in the total communication mix. The business group addresses the trends in the rapidly evolving info printing, sign & display and industrial printing segments of the graphic market with well-defined strategies.
The info printing segment of the graphics industry is the habitat of newspaper printers and commercial printers, which produce amongst others magazines, brochures and books.
Info print volumes continue to increase on a global scale. This growth is fully driven by the emerging markets, where the printing industry follows the evolution of the literacy rate and the gross domestic product (GDP). In addition, companies are outsourcing non time-sensitive print jobs to
low-cost countries. In the mature economies, printing plate consumption is supported by the increased use of colors and the trend towards more local versions of newspapers and magazines.
The info printing market is evolving at high pace. While printers in some emerging countries are still converting their prepress operations from computer-to-film (CtF) to computer-to-plate (CtP) technology, digital printing presses are beginning to find their way to commercial printers in developed countries.
Meanwhile,newspapers and magazine publishers also adapt their content to meet the expectations of the users of digital devices, such as smartphones and tablets. In spite of the increasing competition of digital printing technologies on the one hand and digital media on the other hand, offset will remain the dominant technology in the info printing segment for years to come. Printing houses continue to invest in new, conventional offset equipment, offering higher efficiency and an improved return on investment. The high costs and the limited range of applications of the current generation of digital printing alternatives also lead to offset printing still being the preferred technology for higher volume info printing.
In the sign & display industry, the traditional printing technologies are under pressure from wide-format inkjet technology. New businesses start with digital printing and existing printing businesses install advanced digital systems, in addition to or in replacement of their traditional technologies. The new technologies help them to boost their efficiency and expand the range of services for their customers. It is commonly accepted that inkjet has won the battle to become the technology of choice for the major part of the industry. Although electronic billboards are also in the ascendant, Agfa Graphics is confident that wide-format inkjet technology will continue its steady growth in the years to come. For industrial printing applications, it is believed that the push of innovative inkjet technologies will be even stronger. After all, glasswork, furniture, flooring, curtains, packaging and labels cannot be replaced by electronic alternatives. Furthermore, inkjet technology makes it possible to work faster and more flexibly.
To be successful in the challenging graphic industry, Agfa Graphics has drawn a clear strategy, based on three pillars: innovation, growth and cost efficiency.
Agfa Graphics continually invests in improving and extending its innovative product offering and its technology position in the fields of prepress and inkjet.
In prepress, Agfa Graphics' market-driven innovations are focused on the ECO³ framework: ecology, economy and extra convenience. The business group invests in efficient and powerful solutions that allow customers to improve their competitiveness, achieve profitable growth and decrease their ecological footprint. In inkjet, Agfa Graphics invests in improving and extending its broad range of versatile, high-speed and high-quality wideformat systems and in its extensive range of inks for industrial inkjet applications. Developing high-quality, yet affordable inkjet solutions is key.
Agfa Graphics is convinced that the prepress market will see further consolidation waves in the years to come. As one of the market leaders in CtP printing plates, the business group aims to be the driving force behind the consolidation, and to expand its share in a market under pressure. Agfa Graphics also anticipates similar consolidation dynamics in the market for wide-format inkjet systems and strives to expand its market share in this segment. With its range of wide-format solutions, Agfa Graphics has the ambition to become a top three player in the UV-inkjet based sign & display market. Furthermore, the business group aims to establish a viable position with its digital printing inks for industrial applications.
Customers rightly demand the highest quality at competitive prices. Therefore, cost efficiency is one of Agfa Graphics' major focus points. A lot of effort goes into structural reforms in its operations, supply chain and distribution channels. The business group continually adapts its operational structure to the evolution in its markets.
Care providers continuously aim for better quality, faster service, and increased patient satisfaction. At the same time, however, multiple societal drivers pressure them to do this at a lower cost. Although certain governments are scaling down their healthcare budgets, it is generally acknowledged that digitization and IT are essential to balance quality of care, patient safety and cost-efficiency.
A key driver for the transformation of healthcare is the evolution of the world population. According to forecasts of the United Nations, the world population could grow to over 9.7 billion by 2050. Furthermore, it is expected that by 2050, the percentage of people aged 60 and above could increase from ca. 24% today to ca. 33% in more developed regions and from ca. 10% to ca. 20% in less developed regions. As the need for care is highly correlated with age, this evolution puts pressure on healthcare systems all over the globe to increase productivity in order to manage the growing patient flow in a cost-efficient manner.
Related with the ageing population and the dramatic changes in people's lifestyles is the rapid development of chronic diseases, which results in a paradigm shift from curative healthcare to preventive healthcare and a growing volume of medical diagnostic imaging procedures. Conscious of the need to find solutions that combine quality with cost effectiveness, governments and local authorities are promoting the introduction of digital technologies, IT, e-health solutions and integrated care solutions. This is not only the case in the Western world, but also in emerging markets with strong economic growth rates.
IT systems that acquire and bundle all relevant patient data, deliver them to the medical staff in a well-organized manner and support the medical decision processes, have become a cornerstone of today's healthcare provision.
Agfa HealthCare strives to leverage its favorable point of departure in radiology departments to assist existing and new customers in their transition to state-of-the-art digital radiography and IT systems. Agfa HealthCare continues to invest in the further expansion of its already broad portfolio of digital radiography solutions to cover the needs of all care providers, from independent imaging centers and small hospitals in emerging countries to leading university hospitals with multiple imaging departments. With its solutions – as well as with its support and service – the business group wishes to give every care organization the opportunity to migrate to digital imaging. With its state-of-the-art and cost-effective systems for digital radiography and its efficiency enhancing software solutions, Agfa HealthCare helps to keep medical imaging affordable for its customers.
It is Agfa HealthCare's ambition to be the partner of choice for all types of customers, from small hospitals that want to install digital workflow in their radiology departments to large regional hospital networks in search of optimizing their productivity across their facilities. The business group strives to actively support all its customers to manage their digital imaging workflow. Furthermore, Agfa HealthCare develops vendor neutral solutions that image-enable the Electronic Health Record (EHR), thus enabling efficient multi-disciplinary collaboration, speeding up diagnosis, and ultimately improving patient care.
With its Hospital Information and Clinical Information Systems (HIS/CIS) and its enterprise content management (ECM) systems, Agfa HealthCare supports hospitals in managing their administrative, financial and clinical workflows. The strategy in Healthcare Information Solutions is twofold. On the one hand, Agfa HealthCare will further enrich its solutions with clinical functionalities and mobile workflows to meet the needs of even the most demanding customers. On the other hand, the business group strives to consolidate its position in its current markets and to gradually introduce its solutions into additional countries.
The acquisition of the TIP Group in January 2016, will give Agfa HealthCare access to a specialist in hospital Business Intelligence, with solutions that will extend its global offering in a meaningful way.
In order to deal with the major demographic challenges in modern society and to keep healthcare sustainable, Agfa HealthCare strives to play an important role in the ascent of integrated care solutions. These solutions integrate all healthcare providers, social care organizations, patients, and other stakeholders of whole regions and countries in a virtual network. They collect and analyze data from all stakeholders in order to predict and prevent possible healthcare-related complications, including over and under capacity in hospitals and medical errors. They can play a major role in the management of chronic diseases and they can make it possible to detect developing health issues in a population in an early stage. In the future, integrated care solutions will help to keep healthcare costs under control, improve the operational efficiencies of care providers and to improve patient care and satisfaction.
In January 2016, Agfa HealthCare reinforced its ambition to drive the development of integrated care solutions through a strategic alliance with the US-based My Personal Health Record Express Inc.
For most industrial applications, classic film-based technologies are being replaced by digital alternatives. While some industries may be ahead of others, in general the decline of the film business is continuing steadily. In order to tackle the challenges in its markets, Agfa Specialty Products developed a clear two-track strategy.
Firstly, Agfa Specialty Products aims at consolidating its position in the Classic Film market segments, which still account for a large part of the business group's recurring revenues. In order to be able to continue selling its film products in the declining markets, Agfa Specialty Products focuses on cost efficiency and lean manufacturing without compromising on quality. Offering the customers a good product at a competitive price is key. For this purpose, Agfa Specialty Products also entered into long-term supply agreements for film and chemicals with selected business partners.
Secondly, Agfa Specialty Products is investing in the creation and expansion of future-oriented product families, based on its know-how related to PET, coating and chemicals. The activities of Functional Foils and Advanced Coatings & Chemicals are gradually generating a substantial and profitable flow of revenues to complement the recurring revenues from the more traditional film-based consumables. In this context, the business group will continue to invest in research and development, marketing and production capabilities.
04
Agfa considers innovation as key to realizing its growth strategy, which is described in the previous chapter of this report. Every year, Agfa spends between five and six percent of its revenue on R&D. In recent years, the Company also received loans or grants from various international and national organizations and governments to support its R&D strategy. This enabled Agfa to invest in new R&D infrastructure, to start up new projects and to attract new researchers.
04
20 - Agfa-Gevaert l Annual Report 2016
In 2016, Agfa Graphics further extended and improved its very broad portfolio of prepress and inkjet products and solutions.
In prepress, Agfa Graphics is a major innovator in the field of digital printing plate technology, equipment and software.
In the past ten years, the business group has established a position as technology leader in chemistry-free computer-to-plate (CtP) technology. This technology reduces the environmental footprint of its users and enhances the efficiency and convenience of their prepress activities.
In 2016, the business group introduced a new generation of eco-friendly, economical and extra convenient computer-to-plate prepress solutions. The new Energy Elite Eco printing plate boasts a best-in-class run length for no-bake positive thermal plates and is both mechanically and chemically compatible with today's needs in sheetfed and heatset applications. In combination with the Arkana smart processing unit, printers achieve 50% of waste reduction, as well as the total elimination of rinse water.
Two new platesetters for commercial printers were added to the family of thermal computer-to-plate systems: the Avalon N4-30 (which completed the 4-up segment) and the Avalon N8-90, offering high image quality and productivity. Last but not least, a very large-format version of the leading chemistry-free Azura offset printing plates was introduced for the commercial printing segment, in combination with the new Azura CX150 clean-out unit. Agfa Graphics' renowned Apogee workflow software got another upgrade in 2016. In addition, a number of printing plants started using this software in the cloud, which is up-to-date at any time and obviates the need to invest in hardware.
With the release of PrintSphere, Agfa Graphics now offers print service providers a standardized way to send and receive files, as well as a customer and job management dashboard, while adding new levels of automation to all existing Agfa workflow solutions.
For the newspaper printing segment, Agfa Graphics introduced a pallet loader for the high-end, automated Advantage platesetters. With its ability to image up to 3,100 plates continuously at a throughput speed of up to 400 plates per hour, the Advantage N-PL takes productivity and automation to the next level. The Advantage N Essentials plate setter series in its turn takes computer-toplate technology to its essence while providing equal user-friendliness and reliability.
A new version of the Arkitex Production software brought new advanced features for workflow management.
Agfa Graphics is also an innovator in the security printing industry. In 2016, the business group introduced Arziro Design, a state-of-the-art plugin for Adobe Illustrator to create counterfeit-proof artwork such as packaging and labels, tickets, post stamps, bank cards, certificates and diplomas. Also new is Arziro Authenticate, a unique and powerful hybrid authentication and track & trace solution. The Arziro Production workflow software completes the entire security circle.
In the mid- to high-end segment of the sign&display market, Agfa Graphics continued to develop its Jeti printer platform. In 2016, it added a ¾ automation line-up to the hybrid Jeti Tauro, including an automatic board feeder and unloading unit. The Jeti Mira print engine was demonstrated at ISA (April, Orlando, USA) with a dockable roll-to-roll system for less material waste and greater accuracy. Near the end of the year, the Jeti Mira flatbed printer was upgraded with LED UV-curing, advanced 3D lens printing and integration with Agfa Graphics' PrintSphere software through Asanti.
On its Anapurna range of mid-level printers, Agfa Graphics gradually introduced LED UV-curing as an alternative to mercury lamps, enabling printers to print on a broader range of media, save energy, increase system up time and reduce operational expenses. Additions to the range were the Anapurna H3200i LED, the flatbed Anapurna FB2540i LED and the roll-to-roll Anapurna RTR3200i LED.
The new Acorta 3120 HD, targeted at very thick or dense materials, completed the Acorta family of cutting plotters. The Acorta cutters help sign&display printers turn a wide variety of printed rigid and flexible sheet media into finished decoration, containers, banners, etc. Agfa Graphics' dedicated Asanti software drives an increasing number of wide-format printers. In 2016, the Asanti StoreFront webto-print software got another upgrade.
Agfa Graphics also launched a number of new UV curable inks for its Jeti and Anapurna systems, as well as new inkjet media.
In the industrial inkjet printing segment, Agfa Graphics continued its role as partner to integrate print in manufacturing. In this field, Agfa Graphics' strengths lie in the development of inkjet ink formulations for specific applications and in its profound knowledge of the integration of all elements (ink, print heads, printing presses). The list of applications for industrial inkjet is growing day by day across a wide variety of industries. Examples include flooring, decoration, object printing, as well as automotive and pharmaceutical applications. They can be printed either with state-of-the-art wide-format printers or with specific printing equipment that needs to be custom-designed. Agfa Graphics partners with multiple OEM inkjet system integrators who develop customized print systems that comprise the business group's singleor multi-pass inkjet inks.
Customers and industry experts alike praise Agfa Graphics' products for their production speeds, reliability and print quality. In 2016, Agfa Graphics won an EDP Award for its Jeti Mira true flatbed printing system in the category 'Best wide-format flatbed/hybrid printer up to 250 m²/h'. Each year, the European Digital Press Association grants these awards to the best products introduced in the European market.
At SGIA Expo in September (Las Vegas, USA), Agfa Graphics' print engines won a total of three 'Product of the Year' awards for the second year straight. The new Anapurna H3200i won in the UV Hybrid category, the Jeti Mira won in the UV Flatbed category and the Jeti Tauro won top honors in the UV Hybrid High-Volume Production Class category.
At the end of the year, Agfa Graphics was the winner in three categories (color management software, printing plates, and prepress equipment) of the 'Pini Suppliers of the Year Award' in Brazil, an honor given to the most outstanding suppliers in the printing industry.
Agfa HealthCare aims to offer integrated solutions tailored to the needs of the customer. The business group continuously invests in its imaging and IT systems, in order to drive the innovation of the healthcare sector. In its pursuit for more qualitative, efficient and patient-centric care procedures, Agfa HealthCare teams up with universities, research centers, hospitals, and governments. Exemplary for Agfa HealthCare's innovation culture, is its EUREKA program. Launched in 2011, the program aims to unlock the creative potential within staff by creating an environment in which people can innovate and share their ideas. The goals of the program include the instigation of both incremental innovations and disruptive innovations that will have a significant impact on healthcare. EUREKA has already yielded numerous project proposals. Several EUREKA innovations have already been implemented in revenue-generating solutions.
For medical imaging, Agfa HealthCare offers a complete portfolio of traditional X-ray film products, hardcopy film and printers, and computed radiography (CR) and direct radiography (DR) solutions. Today, Agfa HealthCare's film products contain less silver than the products of its competitors. The business group strives to further reduce the silver content in its film products and to make these products even more environmentally-friendly and cost efficient.
Furthermore, Agfa HealthCare invests in the development of innovative digital imaging solutions. In 2016, the business group extended its innovative DR range with a new multipurpose DR 800 (1) Room with Dynamic MUSICA. The multi-purpose solution covers radiography, fluoroscopy and advanced clinical applications, supporting Agfa HealthCare's role as a value-based healthcare provider offering solutions that assure every image counts. The DR 800 comes with MUSICA high-speed, multi-scale image processing, which can now also process moving images. Along with enhanced noise suppression and superb brightness control, Dynamic MUSICA processing reduces veiling glare and plays a significant role in enabling potential dose reduction (2).
(1) Pending 510(k) submission. Not available in the US and Canada.
Testing with board-certified radiologists has determined that Cesium Bromide (CR) and Cesium Iodide (DR) detectors, when used with MUSICA image processing, can provide dose reductions between 50 to 60%, compared to traditional Barium Fluoro Bromide CR systems. Contact Agfa HealthCare for more details. (2)
Agfa HealthCare also invests in R&D and cooperates with academic and business partners to continually improve its imaging IT solutions.
As an example: Agfa HealthCare has joined the Watson Health medical imaging collaborative, a global initiative comprised of more than fifteen leading health systems, academic medical centers, ambulatory radiology providers and imaging technology companies. This cooperation on Artificial Intelligence complements Agfa HealthCare's initiatives on Enterprise Imaging, Big Data and Clinical Analytics, to provide an e-health platform for Integrated Care and Population Health Management.
In 2016, customer-driven enhancements to Agfa HealthCare's Enterprise Imaging platform include academic, multi-site, radiology and additional specialty workflows for medical imaging.
The Enterprise Imaging platform has already been adopted by hospitals worldwide, and has been recognized as the Number 1 Enterprise Imaging solution in the November 2015 report 'Trends in Medical Imaging Technology' (1). In the Enterprise Imaging 2016 KLAS report, released in December 2016, Agfa HealthCare customers testified to their increased levels of satisfaction with
the company's Enterprise Imaging solution, including its vendor neutral archive (VNA) and universal viewer.
The reach of Enterprise Imaging has been extended into two new, medical image-heavy specialties: dentistry and ophthalmology. Dental and ophthalmology specialists can view their studies in their familiar sequence, while study-specific, automatic hanging protocols save time and improve efficiency.
(1)
Finally, Agfa HealthCare permanently evaluates and improves its Healthcare Information Solutions, including its Hospital Information System (HIS)/ Clinical Information System (CIS) platform and its Enterprise Content Management solutions.
As adapting these comprehensive core international systems to the requirements of countries' national healthcare systems demands vast R&D efforts, Agfa HealthCare only gradually introduces these solutions into new markets.
Agfa HealthCare has been identified as the Number 1 Enterprise Imaging IT vendor based on an industry survey of over 500 healthcare providers in a report published by peer60 in November 2015 called "Trends in Medical Imaging Technology" reflecting the views of provider leadership teams including chiefs of radiology, imaging directors, PACS administrators, IT managers, executives, and others.
ID Security Reinvented
Agfa Specialty Products
All Research & Development activities related to the consumable products manufactured by the Agfa-Gevaert Group have been centralized in the Materials Technology Center. Building on its core competencies in polyester and coating and well-defined technology platforms, the center supports the innovation efforts of all business groups of the Agfa-Gevaert Group and leads all respective research projects. Through the Agfa-Labs initiative, the center's know-how and research infrastructure are also made available to third parties in a context of open innovation.
For Agfa, sustainability is an element of business designed to create long-term value for all stakeholders. Around the world, the Company invests in waste and recycling programs, sustainable energy production, sustainable logistics, as well as packaging and water recycling.
26 - Agfa-Gevaert l Annual Report 2016
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As a global entrepreneur Agfa recognizes the necessity to continuously improve its environmental performance, as well in its own operations as in its customers operations, through offering them eco-designed products and systems. A combination which allows Agfa to optimize the balance between profit and social and environmental impact, thus striving for sustainable entrepreneurship.
Agfa has a long tradition of good citizenship. The Company strives for profitable growth, but at the same time attaches great value to the impact that its activities have on the environment,
to the health and safety of its employees and to the relations with all stakeholders. For many years, Agfa has been doing this voluntarily and in many cases the Company goes beyond mere legal compliance.
Agfa does so because its management and its staff firmly believe that – with the right mindset – it does not take more effort to do business in a responsible, sustainable and transparent way. At the same time, entrepreneurs who are willing to think 'out of the box' will see new opportunities arising.
Agfa products are designed, developed and manufactured in such a way that the environmental impact of production, storage, transport, the use of the products and the waste treatment at the end of the life is limited.
The general principles of Agfa's policy are:
In the field of environmental sustainability, the Agfa Graphics business group is a forerunner in the graphics industry. The business group offers its customers the means to reduce chemicals, reduce waste, lower ink and water consumption and save energy. Its chemistry-free printing plates are the perfect example of eco-friendly products that really make a difference. Agfa Graphics is proud to be the technology and market leader for chemistry-free printing plates. Its Azura printing plate has been market leader for more than a decade already. Printers appreciate the Azura plate not only because of its low impact, but also because it is a user and maintenance-friendly product with a very stable exposure process. The system is not only environmentally
friendly but also sustainable in several ways. In 2016, Agfa Graphics added Energy Elite Eco to its assortment, a mechanically and chemically robust printing plate with a best-in-class run length, which – combined with the Arkana smart processing unit – enables printers to reduce waste by 50%, as well as to eliminate rinse water completely. With these new product introductions, Agfa Graphics underlines its committed to sustainable innovation that focuses on ecology, economy, and extra convenience or: ECO³. The business group aims at developing cleaner and cost-effective prepress solutions that are easier to operate and maintain, both for chemistry-free and for conventional plate systems. These solutions enable customers to improve their competitiveness, achieve profitable growth and decrease their ecological footprint.
In inkjet, Agfa Graphics continues to develop UV curable inkjet inks. Contrary to solvent inks, Agfa Graphics' UV curable inks are free of solvents and VOC's. Furthermore, only a limited amount of energy is needed to 'dry' UV curable inks, which is an important advantage over water-based inks. When selecting the reactive monomers for its UV curable inks, Agfa Graphics carefully considers the possible health & safety issues of these compounds.
Agfa Graphics' software solutions are powerful tools for printers aiming for efficiency, quality and sustainability. Agfa Graphics continuously introduces additions to its workflow management suites for commercial and newspaper printers. These additions offer commercial and newspaper printers solutions that save time, money and waste, for instance by eliminating paper job jackets, or to realize ink consumption reduction by up to 25%. They also allow printers to use less drying powder and shorten the start-up time for their presses, resulting in substantially reduced paper and ink waste volumes. Furthermore, the tools lead to more stable print-runs.
With its innovative and sustainable solutions, Agfa Graphics actively support its customers in their shift to greener practices. In the spring of 2016, Agfa Graphics' circular economy model for the supply of printing plates was crowned project of the year by the European Logistics Association. With the 'Sustainability through recycling via collaborative supply chain' project, Agfa Graphics – in close cooperation with its aluminum suppliers and logistics partners – presented selected printing plate buyers with a sustainable closed-loop solution to reuse high-grade aluminum
without value loss. This approach guarantees that the aluminum is not uncontrollably downcycled, yet instead maintains its intrinsic value as much as possible, and leads to a reduction of the total carbon footprint of printing plates with 70%. The project fits the targets of the European Commission to turn the European economic activities more and more into a circular economy model.
With the growing world population in mind, the Agfa HealthCare business group continuously invests in the development of imaging and IT solutions that help to keep healthcare affordable and sustainable for the generations to come. It actively supports hospitals in their efforts to adopt innovative imaging systems and information systems that connect all their medical departments and administrative departments into one virtual network. The digitization of healthcare not only brings advantages in terms of efficiency and costs. Agfa HealthCare's innovative solutions also help to reduce the ecological footprint of the healthcare industry. For instance, they reduce the use of consumables and chemistry, and eliminate the need to transport files on film and paper from one department or site to another.
Agfa HealthCare is committed to develop and market products and solutions that generate less waste, improved X-ray dose hygiene, and to enhance or extend the life of hospitals' existing healthcare infrastructure. Over the years, Agfa HealthCare has evolved from a provider of X-ray film to a specialist in digital radiography and healthcare IT. Agfa HealthCare actively supports its clients in their transition from analog to digital radiography and thus from chemically processed film to dry film,
combined with a substantial X-ray dose reduction. Thanks to Agfa HealthCare's image processing software, radiologists have high-quality optimized digital images at their disposal, which are suitable for onscreen diagnosis. With its Enterprise Imaging solution, Agfa HealthCare offers radiology, cardiology and other image-intensive departments the tools to efficiently store, manage and distribute digital medical images from various imaging modalities.
Care organizations can also link all their image intensive departments into one digital network, even if those departments are based at various hospital sites. With Agfa HealthCare's Enterprise Imaging VNA (Vendor Neutral Archive) technology, it is even possible to centrally store the data from all image intensive departments of all care organizations in entire regions. With Agfa HealthCare's universal viewer, caregivers at disparate organizations can view images within the other organizations' PACS or VNAs without the need to move the images. Digital radiography and advanced imaging IT solutions reduce the use of resources and energy, as the copying of files and the transportation of data on physical media are eliminated.
Agfa HealthCare also goes beyond medical imaging. With its ORBIS Hospital Information System (HIS) /Clinical Information System (CIS) and its Enterprise Content Management, the Company is also active in the Enterprise IT market. With these systems, Agfa HealthCare is able to connect medical departments and administrative departments of hospitals in one virtual network. The Enterprise IT solutions not only allow hospitals to increase
productivity, improve the delivery of care and save cost. They also help care facilities to reduce their ecological footprint by cutting back the use of paper documents and reducing the need for physical archiving space.
The Agfa Specialty Products business group strives to offer durable products throughout its extensive portfolio. All its products are designed or enhanced with key focus on durability, recyclability and reusability. In some cases, the business group cooperates with various partners to develop specific products for eco-oriented industries and several of the business group's products are used in environment-friendly applications.
Agfa successfully markets its Synaps synthetic papers for a growing range of printing applications. Synaps consists of a PET core film (polyester) with a two-sided coating for top-quality printability. All production waste can be recycled and re-used.
For the smartcard security market, Agfa offers its range of PETix films for the production of a variety of ID cards and documents. Thanks to its polyester base, PETix contributes to more reliable and robust cards and offers an environmental friendly alternative to PVC films. PETix also substantially extends the lifetime of smartcards, while recuding the ecological footprint of the cards produced.
Agfa Specialty Products commercializes its Zirfon Perl separator membranes for hydrogen production. State-of-the-art hydrogen production facilities use Zirfon Perl membranes to improve their efficiency and productivity. Building on its in-depth expertise in polyester substrates and chemical coatings, Agfa Specialty Products is developing innovative materials for renewable energy applications, such as Agfa's Arzona backsheet foils for solar modules.
The Agfa-Gevaert Group continues to work on its transformation process. Next to its last man standing strategy for film products, the company continues to develop as an international player in digital imaging and printing systems and IT solutions. Its main markets are the graphics industry and the healthcare sector.
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In the course of this transformation process, Agfa increasingly leaves the familiar domain of film based imaging technology and enters further into new, rapidly evolving, technological domains. At the same time, the company moves from selling only consumables to selling comprehensive solutions, including equipment, services and consumables. It goes without saying that this has a strong impact on the required employee profiles. Innovation, flexibility, technical skills, sales skills, market knowledge and entrepreneurship are key.
Innovation is essential to develop new products and solutions. Introducing these products and solutions, and successfully entering new markets is impossible without adequate entrepreneurial and sales skills. It also demands people who are receptive for mobility and change. After all, change is the only constant factor. The company's agility is key for a successful future.
Agfa's HR policy is aimed at the development of a number of processes linked to the 'employee life cycle'. An employee's career can be subdivided into various phases with specific focal points: recruitment and introduction, competence management, performance management, permanent training and development, compensation, employee reviews and retirement.
Top focus points are the development of leadership and career counseling. Our careers have to stay adapted to the changing reality and a lot of employees will be making more moves in their careers than used to be the case. Employees have to stay 'job fit' in order to assure permanent employability.
Furthermore, a lot of attention is given to communication, equal rights and safety.
Agfa aims to have the right employee in the right position at the right time and location for the right cost. To that aim, Agfa is continuously looking for a good balance between attracting competencies from the outside, developing competencies internally, and increasing overall employability by stimulating employees to move successfully from one position to another. The Leading@Agfa training and development program was continued. The program is aimed at all Agfa managers. It gives them access to a range of tools for self-analysis, packages for self-training and group training sessions covering the various aspects of leadership.
In addition to the long-term 'Global Leadership Program', a European Leadership Program was developed. This program will be kicked off in 2017. Various local talent projects are also being set up. Furthermore, more attention will be given to the development of sales competencies. Training programs focusing on value-based selling will be launched.
On Agfa's intranet, the Academy Learning Platform has been renewed. The new name for the learning platform is 'EVOLVE'. The new portal enables interactive communication on learning and development. All Agfa colleagues have access to an online training catalog, where they find product related training tools, as well as training programs in the field of communication, management and client orientation. With these tools, Agfa wishes to cultivate an even broader learning environment.
Finally, the Performance Management process supports the further development of Agfa's employees. In this process, the targets of each employee are aligned to the overall targets of the company and the employee is actively involved in the assessment process. All this ends up in the personal development plan.
EMPLOYEES PER CORPORATE FUNCTION
(1) GENERAL & ADMINISTRATION 15.60% (2) LOGISTICS & SUPPLY CHAIN 3.28% (3) MANUFACTURING 28.30% (4) RESEARCH & DEVELOPMENT 13.91% (5) SALES 14.90% (6) SERVICE 23.98%
(1) COPORATE CENTERS 0.59% (2) GLOBAL SHARED SERVICES 5.55% (HR, ICS, PURCHASING,...) (3) AGFA GRAPHICS 32.81% (4) AGFA HEALTHCARE 42.81% (5) AGFA SPECIALTY PRODUCTS 18.24%
LATIN AMERICA
NAFTA
IN THE AGFA-GEVAERT GROUP THE TOP 5 ARE:
1 - BELGIAN 3,092 EMPLOYEES
2 - GERMAN 1,836 EMPLOYEES
3 - US 1,253 EMPLOYEES
4 - FRENCH 707 EMPLOYEES
5 - CHINESE 558 EMPLOYEES
ASIA OCEANIA AFRICA
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The Board of Directors of Agfa-Gevaert NV has the honor to present you the combined annual report for the financial year ending December 31, 2016, in accordance with articles 96 and 119 of the Belgian Code of Companies. This annual report includes a corporate governance statement and a remuneration report.
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The Agfa-Gevaert Group's revenue decreased by 4.1% (3.5% excluding currency effects) to 2,537 million Euro. The Group's revenue trend started to improve towards the end of the year. In the Agfa HealthCare business group, the HealthCare IT growth engines performed strongly. Although Agfa Graphics continued to face strong competitive pressure in the offset market and market softness in certain emerging countries, the business group's revenue decrease started to slow down in the last quarter of the year.
In Agfa Graphics' prepress segment, the digital computer-to-plate (CtP) business was affected by the severe competitive pressure in the offset markets and the market softness in certain emerging countries. The sustainable printing plate solutions, however, continued their global success. The analog computer-to-film (CtF) business continued to decline. The inkjet segment's full year top line remained stable. The order book for this business started to show some improvement towards the end of the year.
On a currency comparable basis, Agfa HealthCare's top line remained stable thanks to the strong performance in the last months of the year. In the IT segment, both the HealthCare Information Solutions range and the Imaging IT Solutions range performed strongly throughout the year. As part of the latter product range, the Enterprise Imaging platform convinced numerous healthcare providers all over the world. In the Imaging segment, the direct radiography (DR) business posted solid growth figures. In the first quarters of the year, the top line of the hardcopy business was influenced by measures taken in the fourth quarter of 2015 to align the inventory policy at the distributors' level with the economic situation in the emerging markets. The hardcopy top line trend started to stabilize in the third quarter, resulting in revenue growth in the fourth quarter.
The future-oriented businesses Synaps Synthetic Paper and Orgacon Electronic Materials performed well.
With 49.9% of revenue, Agfa Graphics remains the largest business group. Agfa HealthCare represents 43.0% and Agfa Specialty Products 7.1% of Group sales.
In 2016, Europe accounted for 40.2% of Group revenue (2015: 39.2%), NAFTA for 26.6% (2015: 26.4%), Asia/Oceania/Africa for 25.7% (2015: 26.4%) and Latin America for 7.5% (2015: 7.9%).
Due to targeted efficiency measures and positive raw material effects in the Agfa Graphics business group, the Group improved its gross profit margin by almost two percentage points to 33.8% of revenue. That is the highest level since 2010.
As competitive pressure effects were offset by structural efficiency measures and positive raw material effects, Agfa Graphics was able to significantly improve its gross profit margin from 28.3% of revenue to 29.8%. Recurring EBITDA improved from 94.7 million Euro (7.0% of revenue) in 2015 to 106.5 million Euro (8.4% of revenue). Recurring EBIT grew from 65.3 million Euro (4.8% of revenue) to 79.8 million Euro (6.3% of revenue).
Driven by structural efficiency measures and the improved product mix, Agfa HealthCare's gross profit margin grew by two percentage points from 37.9% in 2015 to 39.9%. Recurring EBITDA improved strongly from 134.0 million Euro (12.2% of revenue) to 146.5 million Euro (13.4% of revenue). Recurring EBIT reached 120.3 million Euro (11.0% of revenue), versus 107.4 million Euro (9.8% of revenue) in 2015.
Agfa Specialty Products' recurring EBITDA reached 16.5 million Euro (9.2% of revenue). Recurring EBIT amounted to 12.9 million Euro (7.2% of revenue).
As a percentage of revenue, Selling and General Administration expenses amounted to 20.1%.
R&D expenses amounted to 141 million Euro, or 5.6% of revenue.
Recurring EBITDA (the sum of Graphics, HealthCare, Specialty Products and the unallocated portion) improved from 9.1% of revenue in 2015 to 10.4%. Recurring EBIT improved from 6.8% of revenue to 8.2%.
Restructuring and non-recurring items resulted in an expense of 42 million Euro, versus an expense of 19 million Euro in 2015. The costs mainly related to the intended closure of the printing plate factory in Vallese, Italy, the decision to exit the contrast media market and a number of sundry settlements. All these costs were booked in the fourth quarter. About half of them are cash costs.
The net finance costs amounted to 51 million Euro, versus 74 million Euro in 2015.
Total tax expenses were 35 million Euro, compared to 16 million Euro in the previous year. Tax cash outflows amounted to 20 million Euro.
As a result of the elements mentioned above, the Agfa-Gevaert Group posted a solid net profit of 80 million Euro.
At the end of 2016, total assets were 2,352 million Euro, compared to 2,402 million Euro at the end of 2015.
Inventories amounted to 483 million Euro (104 days), versus 512 million Euro (102 days) in 2015. Trade receivables (minus deferred revenue and advanced payments from customers) amounted to 364 million Euro (49 days), versus 374 million Euro (50 days) in 2015, and trade payables were 225 million Euro (48 days), versus 206 million Euro (41 days).
The net financial debt position was turned into a net cash position of 18 million Euro. At the end of 2015, net financial debt amounted to 58 million Euro.
In 2016, net pension liabilities for the material countries, excluding defined contribution plans with return guaranteed by law, increased by 90 million Euro, mainly due to a lower discount rate. Additionally, an annuity buy-out did take place in the United States: liabilities amounting to 140 million Euro have been settled through payment of a single premium of 143 million Euro from the plan assets, resulting in a settlement loss of 3 million Euro.
Equity amounted to 252 million Euro, against 268 million Euro at the end of 2015.
In 2016, net cash from operating activities, which also takes into account the changes in working capital, amounted to 142 million Euro.
As expected, the Agfa-Gevaert Group met its main objective for 2016: bringing the recurring EBITDA margin above 10% of revenue. Furthermore, Agfa's strong focus on cash flow generation enabled the Company to turn its net debt position into a net cash position. These two achievements will now allow Agfa to shift its focus to the top line evolution of the businesses. As Agfa did when it started to focus on the improvement of its gross profit margin a few years ago, the Company has initiated several top line projects. With these projects, it will aim at limiting the decline of its traditional businesses and at boosting the success of its growth engines. In that respect, the continuous success of the HealthCare IT business acts as an example for the other growth businesses.
Excluding currency effects, the Agfa-Gevaert Group's top line trend has been gradually improving over the past three years. Driven by the top line projects that are being implemented, this positive evolution is expected to continue in 2017. Furthermore, the Group expects that it will be able to keep the recurring EBITDA margin close to or above 10% of revenue.
The Annual Accounts as will be presented to the General Meeting of Shareholders of May 9, 2017, were tested against the valuation rules by the Board of Directors, and approved in that form.
The following points, in particular, will be submitted to the General Meeting of Shareholders for approval:
The Annual Accounts close with a loss for the accounting year 2016 of 38,623,877.46 Euro.
Based on the profit or loss account, the Board of Directors concludes that the Company has suffered a loss for two consecutive years. Article 96, 6° of the Code of Companies requires that the Board of Directors justifies the accounting principles in the assumption of going concern. As the going concern assumption of a holding company, such as Agfa-Gevaert NV, basically depends on the group as a whole, the Board refers to the net cash position at group level due to a strong net operating cash flow realized in 2016 and the undrawn credit facilities available at balance sheet date.
The withdrawal of 133,332,674.16 Euro from the untaxed reserves, results in a distributable result of 94,708,796.70 Euro (profit).
It is proposed to allocate the result as follows:
Due to changes to the accounting legislation (Royal Decree of December 18, 2015), the exceptional results are no longer presented in a separate section. They are classified under Results from operating activities or under Financial results. Comparative information for 2015 has also been restated. Also due to this law, as from 2016 R&D investments are to be depreciated for 100% in the book year in which the investments were made (in the past, the annual depreciation percentage was 33.33% – pro rata temporis). In 2016, the related impact amounted to 8,489,370.00 Euro.
In 2016, the Company achieved a revenue of 452.1 million Euro. This means a decrease of 8.5% compared to the turnover of 2015 (494.0 million Euro). The decrease was mainly caused by a decrease of the sales prices (-0.1%), a decrease of volume/mix (-8.8%) and a positive currency exchange rate difference (+0.4%).
The 2016 operating profit amounts to 6.6 million Euro. This represents a decrease of 54.9 million Euro compared to 2015. This is the result of a decrease in turnover and higher operational costs.
The financial result improved with 31.4 million Euro compared to 2015, resulting in a loss from operating activities before taxes of -39.2 million Euro versus 2015 (-15.7 million Euro).
After income taxes (2016: 0.6 million Euro, 2015: 0.2 million Euro), the loss for the book year amounts to -38.6 million Euro (2015: -15.4 million Euro). After withdrawals from the untaxed reserves (133.3 million Euro), the distributable result for the book year 2016 amounts to 94.7 million Euro. Compared to 2015 (-15.2 million Euro), this is an improvement by +109.9 million Euro.
In 2016, the Company spent an amount of 11.1 million Euro on research and development in Belgium.
In 2016, the number of Agfa-Gevaert NV employees in Belgium decreased by 73, to 2,160 employees on December 31, 2015. This decrease is the result of the recruitment of 58 new employees and 131 employees leaving the Company.
In 2016, the permanent establishment of the Company in the UK booked a loss of 5.7 million Euro.
Agfa Graphics
Agfa Graphics aims to be the number one supplier of integrated prepress solutions for commercial and newspaper printing, as well as a leading supplier of digital printing solutions for sign & display and industrial printing. Its mission is to enable graphic businesses to achieve profitable growth and stay ahead of their competition. Agfa Graphics delivers integrated solutions, which excel by being innovative and reliable, as well as sustainable and price-competitive. By doing so, the business group enables its customers to cost-effectively adjust to new market demands. Agfa Graphics' range of consumables, hardware, software and services combines in-house and leading manufacturers' technologies and know-how.
| MILLION EURO | 2015 | 2016 | % change |
|---|---|---|---|
| Revenue | 1,358 | 1,267 | -6.7% |
| Recurring EBITDA (1) | 94.7 | 106.5 | 12.5% |
| % of revenue | 7.0% | 8.4% | |
| Recurring EBIT (1) | 65.3 | 79.8 | 22.2% |
| % of revenue | 4.8% | 6.3% | |
| Results from operating activities | 55.8 | 61.0 | 9.3% |
(1) Before restructuring and non-recurring items.
Agfa Graphics' revenue declined by 6.7% to achieve 1,267 million Euro, compared to 1,358 million Euro in 2015. The business group's top line decline started to slow down in the last quarter of the year.
In the prepress segment, the digital computer-to-plate (CtP) business was affected by the severe competitive pressure in the offset markets and the market softness in certain emerging countries. The sustainable printing plate solutions, however, continued their global success. The analog computer-to-film (CtF) business continued to decline.
The inkjet segment's full year top line remained stable. The order book for this business started to show some improvement towards the end of the year.
As competitive pressure effects were offset by structural efficiency measures and positive raw material effects, Agfa Graphics was able to significantly improve its gross profit margin from 28.3% of revenue to 29.8%. Recurring EBITDA improved from 94.7 million Euro (7.0% of revenue) in 2015 to 106.5 million Euro (8.4% of revenue). Recurring EBIT grew from 65.3 million Euro (4.8% of revenue) to 79.8 million Euro (6.3% of revenue).
Agfa Graphics is a leading supplier of integrated prepress solutions and advanced inkjet systems. All over the world, professional printers and publishers rely on the business group's experience and first-rate technology.
The term prepress is used for the chain of processes that precede the actual printing process. Prepress activities begin after the print layout decisions have been made and end where the printing process itself begins. In these preparatory stages, text and images are combined in a layout, colors are quality controlled, pages are correctly positioned and a number of digital proofs are made. When approved, these pages will be prepared for the printing process. In case of offset printing, pages are exposed onto a printing plate, either directly, with computer-to-plate (CtP) technology, or via an intermediate film, with computer-to-film (CtF) technology. Following this process, the exposed plate is mounted on the printing press. Printers rely on Agfa Graphics' equipment, consumables (such as graphic film and printing plates), software and services for almost every stage in the preparatory process. The business group's software packages include workflow management software, cloud-based web-to-print solutions, technology for digital proofing and screening, as well as tools for managing color and quality consistency. The software tools are a key element in the overall solution offered to printers. They automate the prepress processes, guarantee better quality and improve cost efficiency. Although Agfa Graphics' prepress solutions mainly target the info printing segment of the graphics industry, the business group also supplies prepress technology to customers specializing in offset and flexo printing for packaging purposes.
Over 100,000 commercial printing companies use Agfa Graphics' prepress technology and one in two newspapers in the world are produced with Agfa Graphics' technology. The business group supplies almost one third of the industry's digital printing plates worldwide and it is a market leader in the field of eco-friendly chemistry-free printing plates. In addition, Agfa Graphics is one of the few remaining suppliers of graphic film.
Most people associate the term 'inkjet' with the home and office printers that they use every day. That, however, is not the market Agfa Graphics is operating in. Agfa Graphics supplies state-of-the-art wide-format inkjet print engines, UV-curable inks and media. Sign & display print houses, as well as customers specializing in industrial print work use Agfa Graphics' solutions to print on a wide variety of substrates, for an ever-growing range of applications, such as signs, posters and displays, promotional materials, packaging, and decorative materials. Inkjet has become the most important alternative for screen printing and flexo printing technologies. For signage, displays and some decorative applications, wide-format inkjet technology is even able to offer solutions that cannot be answered with conventional equipment.
In 2016, Agfa Graphics' innovative prepress and inkjet solutions again convinced numerous new customers all over the globe.
In the commercial printing segment, Agfa Graphics consolidated its position as a technology and market leader in chemistryfree computer-to-plate (CtP) solutions. In order to improve their environmental credentials, customers often order complete prepress solutions from Agfa Graphics, consisting of state-of-the-art Avalon platesetters, Apogee software and consumables. At the center of these solutions is the Azura range of chemistry-free printing plates.
Furthermore, Agfa Graphics continued to expand its customer base in the field of workflow management software. At the end of the year, more than 8,000 Apogee systems were installed at commercial print houses around the world.
In this market segment, one of the most important equipment and printing contracts of 2016 was signed with MM Graphia Bielefeld, which is part of Mayr Melnhof Packaging (MMP). MMP is one of the most important players in the German packaging industry. Other eye-catching commercial prepress contracts were signed with – among other companies – Cambrian Printers and MPC Print Solutions (both in the UK), Primus International and DS Smith (both in Germany), STI Group (Germany and Hungary), Hifi Color (Slovenia), Congregação Santissimo Redentor (Brazil) and Ajusco (Mexico).
Just like in the commercial printing segment, printers in the newspaper segment invest in eco-friendly prepress technology. With these chemistry-free CtP systems, they can minimize their environmental footprint, reduce their operational costs and boost their efficiency. As in the commercial segment, Agfa Graphics is setting the standard. Since the launch of the N94-VCF printing plate in 2011, more than 70 percent of Agfa Graphics' newspaper customers worldwide have made the switch to chemistry-free technology.
Agfa Graphics is also the world's leading supplier of prepress workflow software for the automation of the production of printed newspapers. Publishers can operate these Arkitex workflow systems in their local prepress departments, but Agfa Graphics also offers the software as a cloud solution.
One of the most extensive newspaper contracts of 2016 was signed with Johnston Press, which is among the largest local and regional multimedia organizations in the UK. The seven-year contract covers a complete upgrade of the prepress facilities at three printing sites. Also in the UK, the Financial Times renewed its contract with Agfa Graphics. The contract covers 21 sites around the world and includes a migration to Agfa Graphics' Arkitex Production workflow software. Other important newspaper contracts were signed with – among other companies – Funke Mediengruppe (Germany), Mediaprint (Austria), the Korea Economic Daily (Korea), Asahi (Japan) and Petit Press (Slovakia).
The Anapurna and Jeti wide-format print engines and the related ink portfolio continued to convince sign & display printers all
over the world of their excellent print quality and high production speeds. The dedicated Asanti workflow software – which streamlines operations and guarantees color consistency – is often named by customers as an important advantage over the competition.
In the mid segment of the sign & display market, the installed base for the Anapurna wide-format printers continued to grow steadily. Aimed at the mid- and higher-end segment of the market, the Jeti print engines also continued their success. The showpieces of the Jeti range are the Jeti Tauro and Jeti Mira engines.
Often, new and existing customers decide to combine their print engine with an Acorta cutting and finishing plotter and Asanti workflow software.
At SGIA EXPO 2016 (Las Vegas), Agfa Graphics won three Product of the Year Awards for the second year in a row. The award-winning inkjet print engines were the brand-new Anapurna H3200i LED with LED UV curing, the Jeti Tauro and the Jeti Mira. At the four-yearly drupa trade fair (Düsseldorf, Germany), the European Digital Press Association granted Agfa Graphics the EDP award in the category 'best wide-format flatbed/ hybrid printer up to 250m²/h' for the Jeti Mira print engine. These awards clearly show that customers and industry experts alike acknowledge the excellent print quality and the high production speed of Agfa Graphics' state-of-the-art inkjet equipment.
By the end of 2016, more than 3,000 Anapurna and Jeti printers were installed at customer sites all over the world.
In addition to its solutions for sign & display customers, Agfa Graphics also markets a unique range of high-performance UV-curable inks for a broad range of industrial applications. The number of system integrators, OEM customers and other manufacturing specialists that use Agfa Graphics' inks continued to grow steadily in 2016.
Agfa HealthCare is using new technologies and traditional know-how to create solutions that meet the ever evolving needs of healthcare providers. Its medical imaging solutions open up new views to caretakers. Its IT solutions exceed individual hospital boundaries and move into regional networks. Agfa HealthCare builds on its deep knowledge of imaging technology and clinical needs to deliver affordable solutions to healthcare professionals.
09
By supporting them in the migration process from analog to digital and by connecting all healthcare stakeholders through seamless integration, Agfa HealthCare helps its customers to improve the quality and efficiency of their patient care. This is how Agfa HealthCare delivers healthcare excellence.
| MILLION EURO | 2015 | 2016 | % change | |
|---|---|---|---|---|
| Revenue | 1,099 | 1,090 | -0.8% | |
| Recurring EBITDA (1) | 134.0 | 146.5 | 9.3% | |
| % of revenue | 12.2% | 13.4% | ||
| Recurring EBIT (1) | 107.4 | 120.3 | 12.0% | |
| % of revenue | 9.8% | 11.0% | ||
| Results from operating activities | 97.5 | 100.6 | 3.2% |
(1) Before restructuring and non-recurring items.
On a currency comparable basis, Agfa HealthCare's 2016 top line remained stable at 1,090 million Euro thanks to the strong performance in the last months of the year.
In the IT segment, both the HealthCare Information Solutions range and the Imaging IT Solutions range performed strongly throughout the year. As part of the latter product range, the Enterprise Imaging platform convinced numerous healthcare providers all over the world. In the Imaging segment, the direct radiography (DR) business posted solid growth figures.
In the first quarters of the year, the top line of the hardcopy business was influenced by measures taken in the fourth quarter of 2015 to align the inventory policy at the distributors' level with the economic situation in the emerging markets. The hardcopy top line trend started to stabilize in the third quarter, resulting in revenue growth in the fourth quarter.
Driven by structural efficiency measures and the improved product mix, Agfa HealthCare's gross profit margin grew by two percentage points from 37.9% in 2015 to 39.9%. Recurring EBITDA improved strongly from 134.0 million Euro (12.2% of revenue) to 146.5 million Euro (13.4% of revenue). Recurring EBIT reached 120.3 million Euro (11.0% of revenue), versus 107.4 million Euro (9.8% of revenue) in 2015.
Agfa HealthCare is a global provider of diagnostic imaging and healthcare IT solutions. The business group supports hospitals and healthcare facilities with products and systems for capturing, managing and processing diagnostic images and data, as well as solutions for streamlining and managing the overall clinical and administrative information flow. Clinicians in care facilities all over the world rely on Agfa HealthCare to help meet the challenges of
modern day healthcare. The Agfa HealthCare business group is organized in two business divisions: Imaging and IT.
The Imaging division supplies traditional X-ray film, hardcopy film and printers, digital radiography equipment and image processing software. Agfa HealthCare's roots are in traditional medical imaging, but in today's healthcare market, traditional analog X-ray film technology is rapidly being replaced by digital radiography. Due to the competition of softcopy diagnosis, the market for hardcopy film – on which digital images are printed – is also declining in the US and Western Europe. In the emerging countries, this market segment is still growing.
Besides hardcopy film, Agfa HealthCare also supplies hardcopy printers that enable clinicians to print digital images made by general radiography equipment, as well as images made by other modalities, including CT and MRI scanners. Agfa HealthCare's range of advanced printers includes both high quality table top solutions and network printers for large volume needs.
In digital radiography, Agfa HealthCare is active with both computed radiography (CR) and direct radiography (DR) systems. Compatible with traditional radiography equipment, CR offers image intensive departments an affordable entry to digital imaging. The systems convert analog images to digital, allowing departments to improve their efficiency and increase overall patient throughput. DR is often the technology of choice for hospital departments demanding a higher throughput and immediate availability of high-quality digital images. Furthermore, the technology allows reducing the radiation dose without compromising on image quality. Many hospitals combine CR and DR technologies to cover all their X-ray imaging needs. As a technology leader in both areas, Agfa HealthCare is in a unique position to offer tailor-made solutions to healthcare facilities planning to invest in digital imaging.
All Agfa HealthCare's CR and DR systems are offered with the business group's leading MUSICA image processing software and its MUSICA workstation for image identification, acquisition and quality control.
Agfa HealthCare is a leading player in the healthcare IT market with both its imaging IT and healthcare information solutions. Agfa HealthCare offers care organizations the tools to improve the overall efficiency and quality of patient care. The ultimate goal is to connect all healthcare stakeholders through seamless integration. Today, IT accounts for 44% of Agfa HealthCare's revenue.
Agfa HealthCare's imaging IT solutions equal reliability and efficiency for care providers around the world. After the introduction of digital radiography in the early 1990's, Agfa HealthCare became one of the first companies to supply radiology departments with IT systems to efficiently store, manage, process and distribute digital medical images from various imaging modalities. These Picture Archiving and Communication Systems (PACS) are often linked to specialized information systems, such as Radiology Information Systems (RIS).
Based on its experience in radiology, Agfa HealthCare started developing a number of imaging IT solutions for other hospital departments that work intensively with medical images, including cardiology, orthopedics and nuclear medicine, as well as for certain specialized medical disciplines, such as women's care.
Whereas PACS and RIS solutions were originally linked to one hospital department, care organizations are now seeking imaging IT solutions that ensure that all clinically relevant images find their way to the patient's Electronic Health Record. Agfa HealthCare anticipated on this demand with its Enterprise Imaging platform, which creates a true imaging record for every patient, containing all possible images of the patient, regardless of the department and the facility that created them. As it makes images and the data linked to them instantly accessible throughout the hospital, the care organization, or even all care facilities included in a regional network, the Enterprise Imaging platform speeds up overall diagnosis and enhances patient care.
With its imaging IT solutions for radiology departments, Agfa HealthCare has a very strong position in Europe and a growing market share in the US, Canada and Latin-America. In the field of enterprise-wide and region-wide imaging IT solutions, Agfa HealthCare has a strong position worldwide.
Going beyond imaging, Agfa HealthCare has established itself as a leading player in the fast growing market for comprehensive enterprise-wide IT systems. Agfa HealthCare's leading Hospital Information System (HIS)/ Clinical Information System (CIS), connects medical departments and administrative departments of hospitals into one virtual network. It offers immediate and complete access to all relevant patient information – including medical images, and clinical and administrative data – enabling quicker diagnosis and treatment. Furthermore, it supports administration, billing, planning of appointments and examinations, as well as financial reporting. The system can serve as a base for a full-blown Electronic Patient Record (EPR). In short, it is designed to help care facilities to increase productivity, improve the delivery of care and save cost. Agfa HealthCare's step by step approach enables care organizations to implement the HIS/CIS solutions at their own pace, allowing the solution's various modules to be installed separately, tailored to the needs of the customer.
Another important system in Agfa HealthCare's Healthcare Information Solutions offering is its Enterprise Content Management solution.
It enables hospitals and care facilities of all sizes to integrate all their paper-based and electronic documentation, creating a complete digital archive of patient records. The solution reduces the need for physical archiving space, cuts down information retrieval time and reduces associated costs.
In 2016, Agfa HealthCare signed numerous eye-catching contracts with hospitals and hospital groups all over the world.
Agfa HealthCare continued to extend the installed base for its technology-leading digital radiography solutions. At the end of the year, Agfa HealthCare had a global installed base of over 55,000 digital radiography solutions, all integrated with its leading MUSICA image processing software. Agfa HealthCare has been offering Computed Radiography (CR) solutions since 1993 and Direct Radiography (DR) solutions since 2009.
In 2016, Agfa HealthCare showed its technological leadership in DR by winning Frost & Sullivan's 2016 North American Product Leadership Award in Digital Radiography. The research group commented that the business group has earned a solid reputation for service excellence and product reliability.
In the US, Agfa HealthCare signed several major DR and CR contracts in 2016. Kettering Health Network (Ohio), for instance, decided to install nine instant DR systems from Agfa HealthCare in three of its hospitals. In the UK, Agfa HealthCare installed four DR Retrofit DR solutions and two CR solutions at the Bedford Hospital NHS Trust. Other important imaging contracts were signed with – among other organizations – East Lancashire Hospitals NHS Trust (UK); Sunnybrook Health Sciences Centre and Milton District Hospital (both in Canada).
In 2016, Agfa HealthCare's IT solutions again convinced numerous care organizations around the world, from large multi-site hospital organizations and regional care providers, to medium-sized facilities and small imaging centers.
At the end of 2016, Agfa HealthCare's imaging IT solutions served over 3,000 care facilities worldwide.
In 2016, Agfa HealthCare continued the successful global roll-out of its innovative Enterprise Imaging platform. With the solution, care organizations can enable clinicians to access and use all imaging data they need, no matter where they are practicing. Currently, the solution is live in healthcare sites across 24 countries in South America, North America, Africa, Europe and the Middle East.
In the UK, a new 10-year contract was signed with the Shrewsbury and Telford Hospital NHS Trust. The Trust's Agfa HealthCare picture archiving and communication system (PACS) will be replaced by the business group's Enterprise Imaging for Radiology suite. In Ireland, Agfa HealthCare signed a contract extension with Alliance Medical Ireland to provide its Enterprise Imaging platform across six hospital sites.
Among the care organizations that selected the Enterprise Imaging platform in the USA are Umass Memorial Health Care (the largest provider of healthcare in Central Massachusetts), the University of Mississippi
Medical Center, Augusta Health and Methodist Healthcare. With 3,000 beds across 12 hospital sites, Methodist Healthcare is the largest hospital by number of beds in the USA. Furthermore, the US Government has awarded Agfa HealthCare its DIN-PACS IV contract. The contract term includes one five-year base period and one five-year option period. The DIN-PACS IV contract allows US government healthcare providers to purchase diagnostic imaging IT solutions – including the Enterprise Imaging platform – and related technology solutions on-demand. Agfa HealthCare has the longest-standing DIN-PACS license agreement relationship with the US government, and is the only vendor that has been serving the government continuously in this capacity since the program began.
Other major imaging IT contracts were signed with – among other organizations – the VU University Medical Center Amsterdam, the Rode Kruis Ziekenhuis and the Zuyderland Medical Center (all in The Netherlands).
In the Enterprise Imaging KLAS report, released in December 2016, Agfa HealthCare customers testified to their increased levels of
satisfaction with the company's Enterprise Imaging solution, including its VNA and universal viewer. According to the report, "Potential enterprise imaging customers are looking at Agfa HealthCare more than ever before. Agfa HealthCare's solution is solid overall and provides decent functionality and above-average integration."
In 2016, Agfa HealthCare strengthened its leading position in the European market with its ORBIS Hospital Information Systems (HIS)/Clinical Information Systems (CIS) and its enterprise content management solution.
Agfa HealthCare confirmed the dominant position of its ORBIS HIS/CIS solution in the German speaking countries of Europe. Together with Kreiskliniken Esslingen, Agfa HealthCare won the GS1 Healthcare Award 2016 for a project that establishes secure medication in het hospital through a unique barcode system. The system forms a secure and closed chain, which is monitored and documented in Agfa HealthCare's ORBIS solution. Kreiskliniken
Esslingen plans to roll out the workflow throughout all wards. In France, Agfa HealthCare and Assistance Publique - Hôpitaux de Paris (AP-HP) have extended their relationship for another four years. Agfa HealthCare will deploy its ORBIS solution across all 39 AP-HP hospitals. The project is one of the most ambitious healthcare IT deployments in Europe.
Agfa HealthCare signed its first ORBIS agreement in the UK with Derby Teaching Hospitals NHS Foundation Trust. Derby Teaching Hospitals will install the business group's ORBIS ICU Manager solution, which will allow the organization to automate the collection of patient monitoring data from devices in its Intensive Care Units (ICU). By speeding up the workflow and reducing the risk of potential errors, the solution can help the organization to improve clinical safety, efficiency and cost effectiveness.
At the end of 2016, the ORBIS HIS/CIS solution was installed at over 1,350 care facilities across Europe.
The installed base for Agfa HealthCare's enterprise content management solution also continued to grow, with several new installations in – among other countries – France, Canada and Brazil.
10
Agfa
The Agfa Specialty Products business group supplies customers in a variety of industrial markets with a broad range of both classic film and innovative products.
For the production of polymer substrates and chemical coatings, Agfa Specialty Products builds on the Agfa-Gevaert Group's longstanding expertise in film manufacturing and chemical formulations.
| MILLION EURO | 2015 | 2016 | % change |
|---|---|---|---|
| Revenue | 189 | 180 | -4.8% |
| Recurring EBITDA (1) | 16.7 | 16.5 | -1.2% |
| % of revenue | 8.8% | 9.2% | |
| Recurring EBIT (1) | 12.7 | 12.9 | 1.6% |
| % of revenue | 6.7% | 7.2% | |
| Results from operating activities | 13.3 | 11.2 | -15.8% |
(1) Before restructuring and non-recurring items.
Agfa Specialty Products' revenue decreased by 4.8% to 180 million Euro. The future-oriented businesses Synaps Synthetic Paper and Orgacon Electronic Materials performed well.
The business group's recurring EBITDA reached 16.5 million Euro (9.2% of revenue). Recurring EBIT amounted to 12.9 million Euro (7.2% of revenue).
Agfa Specialty Products' activities are grouped in the business units Classic Films, Functional Foils and Advanced Coatings & Chemicals. In addition, the Materials Technology Centre promotes an open innovation culture, offering third parties services in the field of materials and coating research.
Agfa Specialty Products supplies traditional film-based consumables to imaging markets outside the scope of Agfa Graphics and Agfa HealthCare. In these markets, analog systems are gradually replaced by digital alternatives. In some segments, however, film is still the standard. It guarantees high resolution and imaging quality and is easy to use, whereas the transition to digital technologies often demands substantial investments. The business group's activities in these markets are distributed over the following main areas:
Non-Destructive Testing (NDT): Agfa Specialty Products produces high-quality X-ray film for non-destructive testing of – among others – welds in pipelines, steel structures and fuselages. When Agfa divested its NDT business group to the General Electric Company (GE) in 2003, both parties signed a long-term agreement under which Agfa continues to supply X-ray film to GE. Agfa now acts as the exclusive
manufacturer of GE's NDT X-ray films and related chemicals. Due to the crisis in the industrial oil and gas industrial market, the demand for NDT film continued to decrease in 2016.
Aerial Photography: For the aerial photography industry, Agfa Specialty Products supplies films, chemicals, photo paper and software. In 2016, Agfa managed to keep its market share in the aerial photography market, but the revenue declined as a result of the digitization of the industry.
Microfilm: Agfa Specialty Products' microfilm is known for its high sensitivity and exceptional image quality. Due to the increasing digitization, the traditional microfilm market continues to decline. Agfa Specialty Products has a long-term exclusive supply agreement for microfilm with Eastman Park Micrographics (EPM). Under the agreement, Agfa manufactures microfilm and related chemicals for EPM. EPM distributes these products worldwide under its own brand name. As a result of the digitization of the microfilm industry, the revenue further declined in 2016.
Functional Foils groups Agfa Specialty Products' activities as a manufacturer of specialty films for applications in Security, Print and other industries.
Security: The ever increasing attention for security and identification incites authorities to invest in high-tech electronic ID documents of which the authenticity can be checked quickly and effectively. Agfa Specialty Products responds to this need for fraud-proof ID documents with a portfolio of specialty films, targeting applications with high demands on durability and security (e.g. personal ID documents, banking/credit cards,…). These reliable and robust card materials are marketed under the PETix brand name. All PETix materials can be combined with state-of-the-art personalization and security techniques. In November, Agfa Specialty Products and LCsys Systèmes Industriels announced the launch of ABSOLUT-ID, their solution for the integrated production of high security ID cards. Agfa Specialty Products supplies the technology and consumables for printing personalisation data, while LCsys provides process engineering and equipment manufacturing.
Print: Agfa Specialty Products developed a range of synthetic paper types as alternatives to coated laminated paper for applications with high demands on durability. Marketed under the Synaps brand, the papers are valued for their exceptionally short drying time and their resistance to water, tearing and UV light. Synaps papers can be printed with standard inks, on offset printing presses as well as on dry toner printers. They are suitable for a wide variety of applications, including labels, indoor and outdoor displays, signage and premium commercial printwork. In 2016, the business group continued to expand its dealer network for this business. For instance, an agreement was signed with Paper Merchants Ireland for the distribution of the Synaps range in Ireland. A similar agreement was signed with Matset for the distribution of Synaps in Turkey. Continuing the trend of the previous years, Agfa Specialty Products reported strong revenue growth for its synthetic paper business.
PET films for solar panels: Agfa Specialty Products supplies a range of PET films to manufacturers of backsheets for photovoltaic solar panels. These films are marketed under the Arzona brand name. In 2016, Agfa Specialty Products continued the development and marketing of full structure backsheet products, directly targeting the PV module making industry.
Industrial Foils: Agfa Specialty Products supplies highly specialized PET film bases, chemical materials and high-tech (semi-)finished materials to industrial customers. These materials can be tailor-made according to customer specific requirements, for instance for the production of imaging products.
Based on its core competencies in chemical formulations and in film coatings, Agfa Specialty Products is actively developing advanced products and materials for promising growth markets.
Materials for Printed Electronics: Agfa Specialty Products is an expert in the field of conductive polymers for use in an antistatic protection layer for films and components. Based on these products, Agfa has further developed its conductive Orgacon product line of printing inks, pastes and formulations for use in electronic devices and in – among other applications – capacitive sensors, touch screens and membrane switches. In 2014, Agfa Specialty Products introduced its highly innovative Nanosilver Inks for the production of printed electronics.
Typical applications are printed RFID antennas, but also sensors and touch screens. Continuing the trend of the previous years, the Orgacon product line reported strong revenue growth in 2016.
Phototooling: Agfa Specialty Products is an important manufacturer of phototooling film for the production of printed circuit boards (PCB) for the electronics industry. Manufacturers of electronics use the film to register the extremely thin conductive lines on printed circuit boards. As inkjet is identified as a promising technology for future PCB manufacturing, Agfa Specialty Products is focusing its R&D efforts on the development of PCB inkjet solutions. In 2016, Agfa managed to grow its market share in the phototooling film market, but revenue slightly declined as a result of the digitization of the industry.
Membranes: In cooperation with VITO (the Flemish institute for technological research), Agfa Specialty Products developed flat sheet membranes for hydrogen production. Zirfon Perl is a high quality, very durable separator membrane for use in alkaline water electrolysis systems.
11
The Board of Directors and the Executive Management of Agfa-Gevaert NV, represented by Mr. Julien De Wilde, Chairman of the Board of Directors, Mr. Christian Reinaudo, President and Chief Executive Officer, and Mr. Kris Hoornaert, Chief Financial Officer, hereby declare that, to the best of their knowledge,
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes on pages 60 to 140 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | 2015 | 2016 |
|---|---|---|---|
| Revenue | 5 | 2,646 | 2,537 |
| Cost of sales | (1,804) | (1,680) | |
| Gross profit | 842 | 857 | |
| Selling expenses | (352) | (344) | |
| Research and development expenses | (144) | (141) | |
| Administrative expenses | (170) | (167) | |
| Other operating income | 9 | 110 | 98 |
| Other operating expenses | 10 | (125) | (137) |
| Results from operating activities | 5 | 161 | 166 |
| Interest income (expense) - net | (11) | (8) | |
| Interest income | 11 | 2 | 1 |
| Interest expense | 11 | (13) | (9) |
| Other finance income (expense) - net | (63) | (43) | |
| Other finance income | 11 | 14 | 14 |
| Other finance expense | 11 | (77) | (57) |
| Net finance costs | (74) | (51) | |
| Share of result of associated companies - net of tax | 15 | - | - |
| Profit (loss) before income taxes | 87 | 115 | |
| Income tax expense | 12 | (16) | (35) |
| Profit (loss) for the year | 71 | 80 | |
| Profit (loss) attributable to: | |||
| Owners of the Company | 62 | 70 | |
| Non-controlling interests | 9 | 10 | |
| Earnings per share (Euro) | |||
| Basic earnings per share | 32 | 0.37 | 0.42 |
| Diluted earnings per share | 32 | 0.37 | 0.42 |
The accompanying notes on pages 60 to 140 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | 2015 | 2016 |
|---|---|---|---|
| Profit (loss) for the year | 71 | 80 | |
| Other comprehensive income, net of tax | |||
| Items that are or may be reclassified subsequently to profit or loss: | |||
| Exchange differences: | 10 | 37 | |
| Exchange differences on translation of foreign operations | 23.9 | 1 | 26 |
| Exchange differences on disposal of foreign operations reclassified to profit or loss | 23.6 | 20 | 8 |
| Exchange differences on net investment hedge | 23.9 | (11) | 3 |
| Income tax on exchange differences on net investment hedge | - | - | |
| Cash flow hedges: | (3) | 15 | |
| Effective portion of changes in fair value of cash flow hedges | 7.1.4/7.1.8 | (27) | 5 |
| Change in fair value of cash flow hedges reclassified to profit or loss | 7.1.4 | 6 | - |
| Adjustments for amounts transferred to initial carrying amount of hedged items | 7.1.8 | 18 | 10 |
| Income taxes | - | - | |
| Available-for-sale financial assets: | 3 | (2) | |
| Changes in the fair value of available-for-sale financial assets | 23.3 | 3 | (2) |
| Income taxes | - | - | |
| Items that will not be reclassified subsequently to profit or loss: | 64 | (135) | |
| Remeasurements of the net defined benefit liability | 23.5 | 65 | (143) (1) |
| Income tax on remeasurements of the net defined benefit liability | 23.5 | (1) | 8 |
| Total other comprehensive income for the period, net of tax | 74 | (85) | |
| Total comprehensive income for the period attributable to: | 145 | (5) | |
| Owners of the Company | 135 | (13) | |
| Non-controlling interests | 10 | 8 |
(1) Of which (4) million Euro relates to a change in accounting estimates related to defined contribution plans with return guaranteed by law.
This note refers to the Consolidated Statement of Financial Position on p.57.
During 2016, the Group has consistently applied its accounting policies used in previous years, except for the presentation of trade receivables, trade payables, receivables under finance lease and other assets. As of December 31, 2016 the Group classifies these balances as non-current assets / liabilities to the extent they are due to be settled more than twelve months after the reporting period. Comparative information for the year 2015 has been restated. Furthermore the Group has changed the accounting treatment of defined contribution plans with return guaranteed by law. As a result, the net liability for post-employment benefits at December 31, 2016 has increased by four million euro, impacting other comprehensive income for the same amount. More information is provided in the notes to the Consolidated Financial Statements.
The accompanying notes on pages 60 to 140 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | December 31, 2015 | December 31, 2016 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | 1,064 | 1,066 | |
| Intangible assets and Goodwill | 13 | 622 | 621 |
| Property, plant and equipment | 14 | 214 | 198 |
| Investments in associates | 15 | 1 | 6 |
| Financial assets | 15 | 16 | 10 |
| Trade receivables | 7.2.2 | 6 | 12 |
| Receivables under finance lease | 18 | 49 | 57 |
| Other assets | 20 | 4 | 13 |
| Deferred tax assets | 12 | 152 | 149 |
| Current assets | 1,338 | 1,286 | |
| Inventories | 16 | 512 | 483 |
| Trade receivables | 7.2.2 | 509 | 493 |
| Current income tax assets | 12 | 64 | 64 |
| Other tax receivables | 17 | 26 | 25 |
| Receivables under finance lease | 18 | 33 | 30 |
| Other receivables | 19 | 24 | 13 |
| Other assets | 20 | 40 | 45 |
| Derivative financial instruments | 7 | 2 | 4 |
| Cash and cash equivalents | 21 | 123 | 129 |
| Non-current assets held for sale | 22 | 5 | - |
| TOTAL ASSETS | 2,402 | 2,352 | |
| EQUITY AND LIABILITIES | |||
| Equity | 23 | 268 | 252 |
| Equity attributable to owners of the Company | 228 | 215 | |
| Share capital | 187 | 187 | |
| Share premium | 210 | 210 | |
| Retained earnings | 771 | 841 | |
| Reserves | (92) | (79) | |
| Translation reserve | (7) | 32 | |
| Post-employment benefits: remeasurements of the net defined benefit liability | (841) | (976) | |
| Non-controlling interests | 40 | 37 | |
| Non-current liabilities | 1,363 | 1,382 | |
| Liabilities for post-employment and long-term termination benefit plans | 24 | 1,185 | 1,269 |
| Other employee benefits | 24 | 9 | 8 |
| Loans and borrowings | 25 | 137 | 74 |
| Provisions | 26 | 6 | 4 |
| Trade payables | 7 | 4 | 6 |
| Deferred income | 1 | 2 | |
| Deferred tax liabilities | 12 | 21 | 19 |
| Current liabilities | 771 | 718 | |
| Loans and borrowings | 25 | 44 | 37 |
| Provisions | 26 | 81 | 74 |
| Trade payables | 7 | 202 | 219 |
| Deferred revenue & advance payments | 27 | 141 | 141 |
| Current income tax liabilities | 12 | 60 | 56 |
| Other tax liabilities | 17 | 45 | 37 |
| Other payables | 28 | 46 | 11 |
| Employee benefits | 24 | 130 | 132 |
| Other liabilities | 5 | 3 | |
| Derivative financial instruments | 7 | 17 | 8 |
| TOTAL EQUITY AND LIABILITIES | 2,402 | 2,352 |
The accompanying notes on pages 60 to 140 are an integral part of these consolidated financial statements.
| ATTRIBUTABLE TO OWNERS OF THE COMPANY | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| MILLION EURO | Note | Share capital | Share premium | Retained earnings | Reserve for own shares | Revaluation reserve | Hedging reserve | of the net defined Remeasurement benefit liability |
Translation reserve | TOTAL | NON-CONTROLLING INTERESTS |
TOTAL EQUITY |
| Balance at January 1, 2015 | 187 | 210 | 709 | (82) | 1 | (11) | (905) | (16) | 93 | 53 | 146 | |
| Comprehensive income for the period | ||||||||||||
| Profit (loss) for the period | - | - | 62 | - | - | - | - | - | 62 | 9 | 71 | |
| Other comprehensive income net of tax | 23.9 | - | - | - | - | 3 | (3) | 64 | 9 | 73 | 1 | 74 |
| Total comprehensive income for the period | - | - | 62 | - | 3 | (3) | 64 | 9 | 135 | 10 | 145 | |
| Transactions with owners, recorded directly in equity | ||||||||||||
| Dividends | 23.8 | - | - | - | - | - | - | - | - | - | (23) | (23) |
| Total transactions with owners recorded directly in equity |
- | - | - | - | - | - | - | - | - | (23) | (23) | |
| Balance at December 31, 2015 | 187 | 210 | 771 | (82) | 4 | (14) | (841) | (7) | 228 | 40 | 268 | |
| Balance at January 1, 2016 | 187 | 210 | 771 | (82) | 4 | (14) | (841) | (7) | 228 | 40 | 268 | |
| Comprehensive income for the period | ||||||||||||
| Profit (loss) for the period | - | - | 70 | - | - | - | - | - | 70 | 10 | 80 | |
| Other comprehensive income net of tax | 23.9 | - | - | - | - | (2) | 15 | (135) (1) | 39 | (83) | (2) | (85) |
| Total comprehensive income for the period | - | - | 70 | - | (2) | 15 | (135) | 39 | (13) | 8 | (5) | |
| Transactions with owners, recorded directly in equity | ||||||||||||
| Dividends | 23.8 | - | - | - | - | - | - | - | - | - | (11) | (11) |
| Total transactions with owners recorded directly in equity |
- | - | - | - | - | - | - | - | - | (11) | (11) | |
| Balance at December 31, 2016 | 187 | 210 | 841 | (82) | 2 | 1 | (976) | 32 | 215 | 37 | 252 |
(1) 0f which (4) million Euro relates to a change in accounting estimates related to defined contribution plans with return guaranteed by law.
The accompanying notes on pages 60 to 140 are an integral part of these consolidated financial statements.
| MILLION EURO | Note | 2015 | 2016 |
|---|---|---|---|
| Profit (loss) for the period | 71 | 80 | |
| Adjustments for: | |||
| Depreciation, amortization and impairment losses | 13/14 | 61 | 72 |
| Changes in fair value of derivative financial instruments | (2) | 2 | |
| Granted subventions | (9) | (8) | |
| (Gains) Losses on sale of non-current assets | 9/10 | (4) | (12) |
| Net finance costs | 11 | 74 | 51 |
| Income tax expense | 12 | 16 | 35 |
| 207 | 220 | ||
| Changes in: | |||
| Inventories | 5 | 34 | |
| Trade receivables | 31 | 25 | |
| Trade payables | (27) | (18) | |
| Deferred revenue and advance payments | 9 | (5) | |
| Other working capital | 10 | (22) | |
| Non-current provisions | (85) | (70) | |
| Current provisions | (7) | (2) | |
| Cash generated from operating activities | 143 | 162 | |
| Income taxes paid | 6 | (20) | |
| Net cash from (used in) operating activities | 149 | 142 | |
| Interest received | 2 | 1 | |
| Dividends received | - | - | |
| Proceeds from sale of intangible assets | 13 | 2 | 2 |
| Proceeds from sale of property, plant and equipment | 14 | 7 | 6 |
| Proceeds from assets held for sale | - | 14 | |
| Acquisitions of intangible assets | 13 | (2) | (4) |
| Acquisitions of property, plant and equipment | 14 | (35) | (40) |
| Changes in lease portfolio | (5) | (6) | |
| Acquisitions of subsidiary, net of cash acquired | 6 | (7) | - |
| Changes in other investing activities | 4 | (3) | |
| Net cash from (used in) investing activities | (34) | (30) | |
| Interest paid | (18) | (9) | |
| Dividends paid to non-controlling interests | 23.8 | (25) | (12) |
| Proceeds from borrowings | 68 | - | |
| Repayment of borrowings | 25.2.1 | (205) | (72) |
| Other financial flows | (7) | (15) | |
| Net cash from (used in) financing activities | (187) | (108) | |
| Net increase (decrease) in cash and cash equivalents | (72) | 4 | |
| Cash and cash equivalents at January 1 | 194 | 122 | |
| Effect of exchange rate fluctuations | - | 1 | |
| Cash and cash equivalents at December 31 | 21 | 122 | 127 |
Agfa-Gevaert NV ('the Company') is a company domiciled in Belgium. The address of the Company's registered office is Septestraat 27, 2640 Mortsel.
The 2016 Consolidated Financial Statements of the Group include the Company and 98 consolidated subsidiaries (2015: 101 consolidated subsidiaries) controlled by the Company. Investments in subsidiaries and associates are listed in note 33.
Non-controlling interests have a material interest in seven subsidiaries in greater China and the ASEAN region. The financials are explained in note 23.8. In Europe, there are two subsidiaries in which non-controlling interests have an interest that is of minor importance to the Group.
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), as adopted by the European Union up to December 31, 2016.
The consolidated statements of the Group as disclosed in this annual report take into account the impact of the following new or revised IFRSs, which are effective for the first time for annual periods beginning on January 1, 2016:
• Annual Improvements 2010-2012 Cycle
In December 2013, the IASB issued a next set of Annual Improvements to IFRSs effective for annual periods beginning on or after July 1, 2014. These amendments have been endorsed by the European Union in December 2014 with effective date for use within the European Union set at February 1, 2015. These amendments address the definition of vesting and other conditions (IFRS 2); clarify the accounting for contingent consideration in business combinations (IFRS 3); clarify the requirement to disclose
the judgments used in applying the aggregation criteria to operating segments and clarify when reconciliations of segment assets are required (IFRS 8); clarify the fair value measurement of short-term receivables and payables (IFRS 13); clarify the revaluation method for property, plant and equipment and intangible assets; clarify that an entity providing key management personnel services is a related party to the reporting entity (IAS 24).
• Amendments to IAS 19 Employee Benefits – Defined Benefit Plans: Employee Contributions
In November 2013, the IASB issued a narrow-scope amendment to IAS 19 Defined benefit plans – employee contributions, applicable for annual periods beginning on or after July 1, 2014. These amendments have been endorsed by the European Union in December 2014 with effective date for use within the European Union set at February 1, 2015. These amendments address the accounting for contributions from employees or third parties to defined benefit pension plans that are independent of the number of years of service rendered, for example where the contributions are a fixed percentage of salary throughout the period of employment.
Such contributions may be accounted for as a reduction in current service cost in the period in which the related service was rendered instead of attributing them to the periods of service.
• Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations
In May 2014, the IASB issued an amendment to IFRS 11 effective for annual periods beginning on or after January 1, 2016. This amendment was endorsed by the European Union in November 2015, effective as from January 1, 2016. The amendment clarifies whether the acquirer of interests in joint operations should apply IFRS 3 Business Combinations on initial recognition of the interest or should account for it as an acquisition of a group of assets.
• Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible assets: Clarification of Acceptable Methods of Depreciation and Amortization
In May 2014, the IASB issued amendments to existing standards IAS 16 and IAS 38 effective for annual periods beginning on or after January 1, 2016. This amendment has been endorsed by the European Union in December 2015, effective as from January 1, 2016. These amendments clarify that revenue-based depreciation and amortization is not appropriate.
• Annual Improvements to IFRSs 2012-2014 cycle In September 2014, the IASB issued a next set of Annual Improvements to IFRSs effective for annual periods beginning on or after January 1, 2016. These improvements have been endorsed by the European Union in December 2015, effective as from January 1, 2016. These improvements add specific guidance to IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution, adds additional guidance to disclosure requirements of servicing contracts, adds guidance to IAS 19 by clarifying that the discount rate for high quality corporate bonds used in determining the discount rate should be denominated in the same currency as the benefits to be paid, clarifies some terminology of IAS 34.
In December 2014, the IASB issued amendments clarifying which subsidiaries should be consolidated by an investment entity and which subsidiaries should be recognized at fair value through profit or loss. These amendments are effective for annual periods beginning on or after January 1, 2016. These amendments were endorsed by the European Union in September 2016.
Above listed new or revised IFRSs didn't have a significant impact on the Company's consolidated financial statements of 2016.
The Group has not early adopted any new IFRS requirements that were not yet effective in 2016. Further information is provided in note 4 'New standards and interpretations not yet adopted'.
The consolidated financial statements were authorized for issue by the Board of Directors on March 23, 2017.
The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
The consolidated financial statements are presented in Euro, which is the Company's functional currency. All financial information presented in Euro has been rounded to the nearest million, except when otherwise indicated.
The preparation of the consolidated financial statements in conformity with IFRSs requires management to make certain judgments, assumptions and accounting estimates that may substantially impact the presentation of the Group's financial position and/or results of operations.
Revisions to accounting estimates are recognized prospectively. Accounting estimates and underlying assumptions are continually reviewed but may vary from the actual values.
The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are listed below with reference to the respective note(s) where more information is disclosed.
| Area of judgments, assumptions and accounting estimates | Explanatory notes |
|---|---|
| The discounted cash flows used for impairment testing | Note 13 'Intangible assets and goodwill' |
| The useful lives of intangible assets with finite useful lives | Note 13 'Intangible assets and goodwill' |
| The assessment of the adequacy of provisions for pending or expected income tax audits over previous years |
Note 12 'Income taxes' |
| The recoverability of deferred tax assets | Note 12 'Income taxes' |
| The actuarial assumptions used for the measurement of defined benefit obligations |
Note 24 'Employee benefits' |
| Revenue recognition with regard to multiple-element arrangements | Note 27 'Deferred revenue and advance payments' |
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is the power over the entity, i.e. the right that gives the Company the ability to direct the relevant activities of related entity, and is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Goodwill is not amortized but tested for impairment on an annual basis and whenever there is an indication that the cash generating unit to which goodwill has been allocated may be impaired. The impairment testing process is described in the appropriate section of these policies. Goodwill is stated at cost less accumulated impairment losses. With respect to associates, the carrying amount of goodwill is included in the carrying amount of the investment.
The Group measures goodwill at the acquisition date as:
When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss. Any contingent
consideration payable is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration recognized as a liability are recognized in profit or loss.
Costs related to the acquisition are expensed as incurred.
Non-controlling interests are measured at their proportionate share of the acquirees identifiable net assets at the date of acquisition.
A subsidiary is an entity controlled by the Company. Control exists when the Company has the power over the entity, i.e. the right that gives the Company the ability to direct the relevant activities of related entity, and is exposed to or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of a subsidiary are included in the consolidated financial statements from the acquisition date until the date when the parent ceases to control the subsidiary.
Changes in a parent's ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions (i.e. transactions with owners in their capacity as owners). In such circumstances the carrying amounts of the controlling and non-controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary. Adjustments to noncontrolling interests arising from transactions that do not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received, shall be recognized in equity and attributed to the owners of the parent.
On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.
An associate is an entity in which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity. An investment in an associate is accounted for using the equity method from the date on which it becomes an associate and is recognized initially at cost. The cost of the investment includes transaction costs. On acquisition of the investment, any difference between the cost of the investment and the Company's share of the net fair value of the associate's identifiable assets and liabilities is accounted for as follows:
If there is an indication that an investment in an associate may be impaired, the accounting policy with respect to impairment is applied.
Profits and losses resulting from upstream and downstream transactions between the Company – included its consolidated subsidiaries – and an associate must be eliminated to the extent of the Company's interest in the associate.
Upstream transactions are, for example, sales of assets from an associate to the Company. Downstream transactions are, for example, sales of assets from the Company to an associate.
From the date when the Company ceases to have significant influence over an associate, it accounts for related investment in accordance with IAS 39 from that date. On the loss of significant influence, the Company measures at fair value any investment the Company retains in the former associate.
The Company recognizes in profit or loss any difference between:
A joint arrangement is an arrangement of which two or more parties have joint control.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Depending upon the rights and obligations of the parties to the arrangement, the joint arrangement is classified either as a joint operation or a joint venture.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operations.
The consolidated financial statements include the assets that the Group controls and the liabilities that it incurs in the course of pursuing the joint operation and the expenses that the Group incurs and its share of the income that it earns from the joint operation.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. Those parties are called joint venturers.
The Group as joint venturer recognizes its interest in a joint venture as an investment that is accounted for using the equity method.
Intragroup balances and transactions, including income, expenses and dividends, are eliminated in full. Unrealized profits and losses resulting from intragroup transactions that are recognized in assets, such as inventory and fixed assets, are eliminated in full.
Unrealized gains arising from transactions with equityaccounted investees are eliminated against the investment to the extent of the Group's interest in the investee.
Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Euro, which is the Company's functional and presentation currency.
All transactions in currencies other than the functional currency are foreign currency transactions. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at closing rates of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss. Non-monetary assets and liabilities measured at historical cost that are denominated in foreign currencies are translated using the exchange rate at the date of the transaction.
A foreign operation is an entity that is a subsidiary, associate, joint venture or branch of the Company, of which the activities are based or conducted in a currency other than the Euro.
The financial statements of foreign operations are
All resulting exchange differences are recognized in other comprehensive income and accumulated in a separate component of equity being 'Translation Reserve'. The amount attributable to any non-controlling interests is allocated to and recognized as part of non-controlling interests.
On the disposal of a foreign operation, the cumulative amount of the exchange differences relating to that foreign operation, recognized in other comprehensive income and accumulated in the separate component of equity, is reclassified from equity to profit or loss when the gain or loss on disposal is recognized. When the disposal of a foreign operation relates to a subsidiary, the cumulative amount of the exchange differences that have been attributed to non-controlling interests are derecognized and reclassified to retained earnings.
On the partial disposal of a subsidiary that includes a foreign operation, the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income is re-attributed to non-controlling interests in that foreign operation. Any other partial disposal of a foreign operation – related to an associate, joint venture or branch of the Company – results in a reclassification to profit or loss of the proportionate share of the cumulative amount of the exchange differences recognized in other comprehensive income.
A partial disposal of an entity's interest in a foreign operation is any reduction in an entity's ownership interest in a foreign operation, except for those reductions resulting in:
These reductions are accounted for as disposals resulting in a reclassification from other comprehensive income to profit or loss of the cumulative amount of the exchange differences relating to that foreign operation.
Where a foreign currency liability hedges a net investment in a foreign operation, foreign exchange differences arising on the translation of the liability to the functional currency are recognized directly in other comprehensive income.
Where a derivative financial instrument hedges a net investment in a foreign operation, the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognized directly in other comprehensive income, while the ineffective portion is reported in profit or loss.
On the disposal of a foreign operation that is subject to a net investment hedge, the accumulated profits and losses of related financial instruments recognized at this time in equity are immediately reclassified to profit or loss.
All revenues derived from the selling of products or rendering of services or from licensing agreements are recognized as revenue. Other operational revenues are recognized as other operating income.
Revenues are recorded net of sales taxes, customer discounts, rebates and similar charges.
The Group recognizes revenue in profit or loss when significant risks and rewards of ownership have been transferred to the buyer, when the amount of revenue can be measured reliably and there are no significant uncertainties regarding recovery of the consideration due, the associated costs or the possible return of goods and there is no continuing management involvement with the goods.
For product sales including the sale of consumables, chemicals, spare parts, stand-alone equipment and software licenses, these criteria are generally met at the time the product is shipped and delivered to the customer and, depending on delivery conditions, title and risk have passed to the customer and acceptance of the product has been obtained.
Fees and royalties paid for the use of the Company's assets are recognized on an accrual basis in accordance with the terms and substance of the relevant agreement. In some cases, whether or not a license fee or royalty will be received is contingent on the occurrence of a future event. In such cases, revenue is recognized only when it is probable that the fee or royalty will be received, which is generally when the event has occurred.
The Group also enters into arrangements combining multiple deliverables such as software, hardware/equipment and services, including training, maintenance and post-contract customer support. Such arrangements are assessed to determine whether the deliverables represent separate units of accounting. The delivered elements are subject to separate recognition only if:
To the extent that the multiple-element arrangements do not involve significant modification or customization of the software element, the total arrangement fee is allocated to each deliverable of the arrangement based upon its relative fair value as determined by 'vendor specific objective evidence'. Vendor specific objective evidence of fair value for the elements of an arrangement is based upon established price lists for each element, when sold separately on the market.
Revenue allocated to each deliverable within a multiple-element arrangement, not requiring significant modification of the software, is recognized on an element-by-element basis when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured.
When the fair value of one or more delivered elements in the arrangement cannot be determined objectively, but objective evidence of fair value exists for all undelivered elements, the Group defers revenue for the undelivered elements and recognizes
Revenue related to services, including maintenance,
the residual amount of the arrangement fee related to the delivered elements when the above mentioned recognition criteria are met.
Within the Agfa HealthCare business segment, the vast majority of the multiple-element arrangements do not require significant modification or customization of the software element. Revenue related to the hardware component of the arrangement is generally recognized when the product is delivered to the customer and creates value on a stand-alone basis.
Revenue related to the software component of the arrangement is recognized after successful installation at the client's premises. Any related services are recognized as rendered.
For equipment sales that require substantive installation activities within the Agfa Graphics business segment, revenue is recognized when the installation of the equipment has been finalized in accordance with the contractually agreed specifications and the system is ready to be used by the customer.
Revenue related to multiple-element arrangements that require significant customization or modification of the software, is recognized following the percentage of completion method.
This method applies to Agfa HealthCare solutions which have not met the three major milestones as defined in the 'Solution Launch Process' pilot projects. The contract stage of completion is calculated as the ratio of total contract costs incurred compared to the estimated total contract costs for completing the project.
If no sufficient basis to measure progress to completion is available, revenue is recognized upon final acceptance of the customer.
Receivables from finance leases in which the Company as lessor transfers substantially all the risks and rewards incidental to ownership to the customer are recognized at an amount equal to the discounted future minimum lease payments. Finance lease income – reported under
'Other operating income' – is subsequently recognized based on a pattern reflecting constant periodic rate of return on the net investment using the effective interest method. On manufacturing leases, a selling profit component is recognized on the basis of the policy for sale of goods. This means that the Company recognizes revenue and related profit margin at the moment a manufacturing organization or any related company invoices Agfa Finance at commencement of the lease contract with the external customer. The major portion of the finance lease agreements in which the customer is to be regarded as the economic owner, are concluded by Agfa Finance (i.e. Agfa Finance NV, its subsidiaries, Agfa Finance Corp. and Agfa Finance Inc.). Multiple-element arrangements that are subject to a finance lease arrangement follow the same revenue recognition policy as if no financing agreement has been included.
A commercial contract whereby a certain piece of equipment is financed by means of a medium or long-term agreement under which the customer commits to purchase a certain level of consumables at a mark-up price is called a 'bundle deal'. Finance lease payments made under bundle deal contracts are apportioned between the reduction of the outstanding receivable and consideration from consumables sold on the basis of their relative fair values.
Operating lease income for rental of business accommodation and equipment – reported under 'Other operating income' – is recognized on a straight-line basis over the lease term. An arrangement that is not in the legal form of a lease is accounted for as a lease if it is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset.
Profit from sale and leaseback transactions is recognized immediately if significant risks and rewards of ownership have passed to the buyer, the leaseback results in an operating lease and the transaction is established at fair value.
For accounting purposes, research expenses are defined as costs incurred for current or planned investigations undertaken with the prospect of gaining new scientific or technical knowledge and understanding. Development expenses are defined as costs incurred for the application of research findings or specialist
knowledge to plans or designs for the production, provision or development of new or substantially improved products, services or processes, respectively, prior to the commencement of commercial production or use.
Research and development expenses are incurred in the Agfa-Gevaert Group for in-house research and development activities as well as numerous research and development collaborations and alliances with third parties.
Research and development expenses include, in particular the running costs of the research and development departments such as personnel expenses, material costs and depreciation of fixed assets as well as the costs of laboratories, costs of applications development facilities, engineering departments and other departments carrying out research and development tasks, costs of contacts with universities and scientific institutes including expenses incurred for commissioned research and development work.
Research costs cannot be capitalized. The conditions for capitalization of development costs are closely defined: an intangible asset must be recognized if, and only if, there is reasonable certainty of receiving future cash flows that will cover an asset's carrying amount. Additional information about the capitalization of development expenses is provided in note 3.9.1.
Interest income (expense) - net comprises interests receivable/payable in relation to items of the net financial debt position.
Net financial debt is defined as current and non-current loans and borrowings less cash and cash equivalents. Other finance income (expense) - net comprises:
impairment losses recognized on available-for-sale financial assets;
results on the sale of marketable securities; and
Interest income is recognized in profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in profit or loss on the date that the dividend is declared.
All interest and other costs incurred in connection with borrowings are expensed as incurred using the effective interest rate. The interest expense component of finance lease payments is recognized in profit or loss using the effective interest rate method.
The net interest cost of defined benefit plans is determined by multiplying the net defined benefit liability by the discount rate that is used to measure the defined benefit obligation, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability during the period as a result of contributions and benefit payments.
The interest component of long-term termination benefits comprises the impact of unwinding the liability as well as the impact of the changed discount rate.
Income tax on the profit (loss) for the year comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income, in which case it is recognized in other comprehensive income.
In determining the amount of current and deferred tax the Company takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend.
Deferred tax is calculated using the balance sheet method, providing for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for:
The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and credits can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Defined benefit plans could give rise to either taxable or deductible temporary differences depending on whether the tax base exceeds the carrying amount of the liability (taxable difference) or the opposite (deductible difference). For defined benefit liabilities resulting in a deductible temporary difference, a deferred tax asset is recognized when assumed recoverable within the foreseeable future.
When the accumulated remeasurements – being the impact of the first time adoption of the 2011 amendment to IAS 19 and all subsequent remeasurements – of the net defined benefit liability represent a debit balance in OCI and due to the accumulated remeasurements the defined benefit liability results in a deductible temporary difference with deferred tax asset recognition, the impact is reflected in OCI to the extent it is related to the accumulated remeasurements. If in
subsequent years a deferred tax asset recognized in OCI decreases, the impact will also be presented in OCI.
When the accumulated remeasurements of the net defined benefit liability would represent a credit balance in OCI and due to the accumulated remeasurements the defined benefit liability results in a taxable temporary difference with deferred tax liability recognition, the impact is reflected in OCI to the extent it is related to the accumulated remeasurements. If in subsequent years a deferred tax liability recognized in OCI decreases, the impact will also be presented in OCI.
The total balance of accumulated remeasurements of the net defined benefit liability is reflected in OCI, net of tax.
Goodwill that arises on the acquisition of subsidiaries is presented with intangible assets. For the measurement of goodwill at initial recognition, see note 3.1.1 'Business combinations'.
Goodwill is measured at cost less accumulated impairment losses. In respect of equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equityaccounted investee as a whole.
Intangible assets with indefinite useful lives, such as trademarks, are stated at cost less accumulated impairment losses.
Intangible assets with indefinite useful lives are not amortized. Instead, they are tested for impairment annually and whenever there is an indication that the intangible asset may be impaired.
Intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment losses.
Research and development costs are expensed as they are incurred, except for certain development costs, which are capitalized when it is probable that a development project will be a success, and certain criteria, including technological and commercial feasibility, have been met. Capitalized development costs are amortized on a systematic basis over their expected useful lives.
In accordance with IFRS 3 Business Combinations, if an intangible asset is acquired in a business combination, the cost of that intangible asset is its fair value at the acquisition date. The fair value of an intangible asset reflects market expectations about the probability that the future economic benefits embodied in the asset will flow to the entity.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
Intangible assets with finite useful lives, such as acquired technology and customer relationships are amortized on a straight-line basis over their estimated useful lives, generally for periods ranging from five to 15 years. Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
The cost of an item of property, plant and equipment comprises:
For self-constructed assets, directly attributable costs are direct cost of materials, direct manufacturing expenses, appropriate allocations of material and manufacturing overheads, and an appropriate share of the depreciation of assets used in construction. It includes the share of expenses for company pension plans and discretionary employee benefits that are attributable to construction and capitalized borrowing costs.
Expenses for the repair of property, plant and equipment are usually expensed as incurred. They are, however, capitalized when they increase the future economic benefits embodied in the item of property, plant and equipment.
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses.
Property, plant and equipment is depreciated on a straight-line basis over the estimated useful life of the item, except where the decliningbalance basis is more appropriate in light of the actual utilization pattern from the date they are available for use. For leased assets, the depreciation period is the estimated useful life of the asset, or the lease term if shorter.
The estimated useful lives of the respective asset categories are as follows:
| Buildings | 20 to 50 years |
|---|---|
| Outdoor infrastructure | 10 to 20 years |
| Plant installations | 6 to 20 years |
| Machinery and equipment | 6 to 12 years |
| Laboratory and research facilities | 3 to 5 years |
| Vehicles | 4 to 8 years |
| Computer equipment | 3 to 5 years |
| Furniture and fixtures | 4 to 10 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually and upon the occurrence of an indication of impairment.
The impairment tests are performed annually at the same time each year and at the cash-generating unit level. The Group defines its cash-generating units based on the way that it monitors its goodwill and will derive economic benefit from the acquired goodwill and intangibles. The impairment tests are performed by comparing the carrying value of the assets of these cash-generating units with their recoverable amount, based on their future projected cash flows discounted at an appropriate pre-tax rate of return.
The discount rate used in calculating the present value of the estimated future cash flows is based on a weighted average cost of equity and debt capital (WACC), using a debt-equity ratio of an average market participant. An additional risk premium was added to the cost of equity. The cost of debt is based on conditions on which comparable companies can obtain long-term financing. The forecasting risk related to silver and aluminum is reflected in the cash flow projections.
An impairment loss is recognized whenever the carrying amount of the cash-generating unit exceeds its recoverable amount.
Impairment losses are recognized in profit or loss.
Consideration is given at each reporting date to determine whether there is any indication of impairment of the carrying amounts of the Group's property, plant and equipment and intangible assets with finite useful lives. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in profit or loss and the carrying amount of related asset is reduced through use of an allowance account.
The recoverable amount of the Group's property, plant and equipment and intangible assets with finite useful lives
is the greater of the fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss recognized in prior periods for an asset other than goodwill shall be reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognized.
Non-derivative financial assets include primary financial instruments such as cash, receivables and equity and debt instruments in another entity.
The Group initially recognizes loans and receivables on the date that they are originated. All other non-derivative financial assets are recognized on the trade date when the Group becomes a party to the contractual provisions of the instrument.
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the rights to receive the contractual cash flows on a financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. In a transaction where an entity neither transfers nor retains substantially all of the risks and rewards of ownership of a financial asset, the related asset is derecognized in case the entity lost control of the asset. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
The Group has the following categories of non-derivative financial assets: financial assets at fair value through profit or loss, held-tomaturity financial assets, loans and receivables and available for sale financial assets.
A financial asset is classified at fair value through profit or loss if it is classified as held for trading or if it is designated as such upon initial recognition. These assets are measured at fair value with changes in fair value recognized in profit or loss.
Non-derivative financial assets at fair value through profit or loss comprise investments in mutual funds.
If the Group has a positive intent to hold debt securities with fixed or determinable payments and fixed maturity till maturity date, then such financial assets are classified as held-to-maturity. Held-to-maturity financial assets are initially recognized at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition held-to-maturity financial assets are measured at amortized cost using the effective interest method, less any impairment losses (see note 3.13). Held-to-maturity financial assets comprise debt securities with a short term maturity and are consequently presented under 'Cash and cash equivalents' as well as debt securities with a longer maturity date that are presented under 'Financial assets'.
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market.
These financial assets are initially recognized at fair value plus any directly attributable transaction costs.
Subsequent to initial recognition, these financial assets are carried at amortized cost using the effective interest rate method, less any impairment losses (see note 3.13). Loans and receivables comprise trade receivables, lease and other receivables, cash on hand, demand deposits and checks as well as loans and receivables included in financial assets.
Cash and cash equivalents categorized under loans and receivables comprise cash balances, demand deposits and checks with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in fair value, and are used by the Group in the management of its short-term commitments.
Available-for-sale financial assets are non-derivative financial assets that are designated as available-forsale and not classified in any of the previous categories. Available-for-sale financial assets are stated at fair value plus any directly attributable transaction costs, except for unquoted equity instruments whose fair value cannot be estimated reliably. These investments are carried at cost. A gain or loss arising from a change in fair value of an investment classified as availablefor-sale is recognized in other comprehensive income except for foreign exchange gains and losses on available-for-sale monetary items and impairment losses on all available-for-sale financial assets, which are recognized in profit or loss. The Group's investments in equity securities and certain debt securities are classified as available-for-sale financial assets. When the investment is sold, collected, or otherwise disposed of, or when the carrying amount of the investment is impaired, the gains or losses previously accumulated in other comprehensive income are reclassified to profit or loss.
A financial asset not classified as at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. When indication for impairment exists, the asset's recoverable amount is estimated.
The recoverable amount of the Group's loans and receivables and held-to-maturity financial assets is the present value of the estimated future cash flows discounted at the financial asset's original effective interest rate. When the carrying amount of a financial asset is higher than its recoverable amount, an impairment loss is recognized in profit or loss and the carrying amount of related asset is reduced through use of an allowance account.
An impairment loss recognized in prior periods on financial assets measured at amortized cost shall be reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognized.
For trade accounts receivable, the Company assesses at least on a quarterly basis the biggest outstanding accounts receivable (totalling +/- 70% of total accounts receivable) individually for collectability.
Adjustments to the allowance account are made based on professional judgment and taking into account following general principles:
To cover the credit risk of the lease receivables, the Company assesses at least on a quarterly basis all lease receivables individually for collectability.
Adjustments to the allowance account are generally made based on the number of days overdue. Deviations however remain possible based on supporting evidence from the Credit and Collections department. In assessing the recoverability of the lease receivables, management considers remarketing values, credit insurance and the existence of a letter of credit.
Available-for-sale financial assets comprise investments in equity and debt securities, other than investments in associates and are stated at fair value, except for unquoted equity instruments whose fair value cannot be estimated reliably.
Impairment losses on available-for-sale financial assets that are measured at fair value are recognized by reclassifying the losses accumulated in 'Revaluation reserve' in other comprehensive income to profit or loss.
The cumulative loss that is reclassified from other comprehensive income to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. If, in a subsequent period, the fair value of an impaired available-forsale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss.
However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in other comprehensive income.
Current income tax for current and prior periods are, to the extent unpaid, recognized as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognized as an asset. Income tax assets and income tax liabilities are both carried at cost.
Other tax receivables and liabilities relate to other tax, such as VAT and other indirect taxes. They are carried at cost.
Both current and other tax receivables are offset against current tax liabilities, respectively other tax liabilities when they relate to taxes levied by the same taxation authority and are intended to be settled on a net basis.
Other assets comprise deferred charges and other non-financial assets. Deferred charges relate to payments made by the Company before the balance sheet date in respect of the expenses of future periods (prepayments). Examples of deferred charges are payments of rent, interests and insurance premiums that were made before the balance sheet date but relate to a specific period after the balance sheet date.
Non-financial assets are carried at cost. Deferred charges are recognized in profit or loss by the straight-line method or according to performance of the services received.
The Group uses derivative financial instruments primarily to manage its exposure to interest rate and foreign currency risks arising from operational, financing and investment activities. In accordance with its treasury policy, the Group does not currently hold or issue derivatives for trading purposes. Derivative financial instruments that are economic hedges but that do not meet the strict IAS 39 Financial Instruments: Recognition and Measurement hedge accounting criteria, however, are accounted for as financial assets or liabilities at fair value through profit or loss.
Derivative financial instruments are initially recognized at fair value on the date at which a derivative contract is entered into (trade
date) and are subsequently remeasured at their fair value. In case cash flow hedge or net investment hedge accounting is applied, the effective portion of any gain or loss is recognized in OCI, the non-effective portion in profit or loss.
Cash flow, fair value or net investment hedge accounting is applied to all hedges that qualify for hedge accounting when required documentation of the hedging relationship is in place and when the hedge is determined to be effective.
The fair values of derivative interest contracts are estimated by discounting expected future cash flows using current market interest rates and yield curve over the remaining term of the instrument. The fair value of forward exchange contracts is their quoted market price at reporting date, being the present value of the quoted forward price.
When a derivative financial instrument hedges the changes in fair value of a recognized asset or liability or an unrecognized firm commitment, any resulting gain or loss on the hedging instrument is recognized in profit or loss. The hedged item is also stated at fair value in respect of the risk being hedged, with any gain or loss being recognized in profit or loss.
When a derivative financial instrument hedges the variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction, the effective portion of any resulting gain or loss on the hedging instrument is recognized directly in other comprehensive income.
When the forecasted transaction results in the recognition of a non-financial asset or a non-financial liability the cumulative gain or loss is reclassified from other comprehensive income to the initial carrying amount of the asset or liability and subsequently recognized in profit or loss when the asset acquired or the liability assumed affects profit or loss. When the hedge relates to financial assets or liabilities, the cumulative gain or loss on the hedging instrument is reclassified from other
comprehensive income to profit or loss in the same period during which the hedged forecasted cash flow affects profit or loss (for instance when the forecasted transaction takes place or when the variable interest expense is recognized). The gain or loss relating to any ineffective portion is recognized immediately in profit or loss. When a hedging instrument expires or is sold, terminated or exercised, or when a hedge no longer meets the criteria for hedge accounting but the hedged transaction is still expected to occur, the cumulative gain or loss (at that point) remains in other comprehensive income and is reclassified in accordance with the above policy when the hedged transaction occurs. If the hedged transaction is no longer expected to occur, the cumulative gain or loss recognized in other comprehensive income is immediately recognized in profit or loss.
Raw materials, supplies and goods purchased for resale are valued at purchase cost.
Work in progress and finished goods are valued at the cost of production. The cost of production comprises the direct cost of materials, direct manufacturing expenses, appropriate allocations of material and manufacturing overheads, and an appropriate share of the depreciation of assets used for production. It includes the share of expenses for company pension plans and discretionary employee benefits that are attributable to production. Administrative costs are included where they are attributable to production.
Inventories are valued using the weighted-average cost method.
If the purchase or production cost is higher than the net realizable value, inventories are written down to net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.
The cost of inventories may not be recoverable in following situations:
• Declining selling prices.
Within the Group, write-downs of inventories mainly result from obsolescence.
Cash and cash equivalents comprise cash, checks received, and balances with banks and companies. Cash equivalents are highly liquid short-term financial investments that are subject to an insignificant risk of changes in value, are easily convertible into a known amount of cash and have a maturity of three months or less from the date of acquisition or investment.
The Group classifies an asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. Immediately before classification as held for sale, the Group measures the carrying amount of the asset (or all the assets and liabilities in the disposal group) in accordance with applicable IFRS. Then, on initial classification as held for sale, assets and disposal groups are recognized at the lower of their carrying amounts and fair value less costs to sell. Impairment losses are recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. Assets classified as held for sale are no longer amortized or depreciated.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognized as a deduction from retained earnings.
When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented as a deduction from total equity under the caption 'Reserve for own shares'. Cancelled treasury shares are transferred from 'Reserve for own shares' to 'Retained earnings'.
For the accounting treatment of post-employment plans, IFRS distinguishes defined contribution plans and defined benefit plans. The classification depends on which party – Company or employee – bears the actuarial and investment risk. In case of a defined contribution plan, the employee bears all the risks and therefore the Company does not recognize a liability in its statement of financial position except for any unpaid contribution.
In case of a defined benefit plan, the Company bears the actuarial and investment risk and should consequently recognize a liability in its statement of financial position.
Contributions to defined contribution pension plans are recognized as an expense in profit or loss as incurred.
They are allocated among functional costs: cost of sales, research and development expenses, selling and administrative expenses, following the functional area of the corresponding profit and cost centers to which related employees are attributed.
As from December 31, 2016, the accounting treatment for Belgian defined contribution plans with return guaranteed by law has been aligned with the accounting treatment of defined benefit plans.
For defined benefit plans, the amount recognized in the statement of financial position is determined as the present value of the defined benefit obligation less the fair value of any plan assets. Where the calculation results in a net surplus, the recognized asset does not exceed the present value of any economic benefits available in the form of refunds from the plan or reductions in future contributions to the plan.
The present value of the defined benefit obligations (DBO) and the service costs are calculated by a qualified actuary using the Projected Unit Credit (PUC) method. Under this method projected benefits that are payable each future year are discounted to the reporting date at the assumed interest rate. The resulting total benefit obligation is then allocated to past service, presenting the DBO and year-in-service, presenting the service cost. The assumed interest rate is the discount rate based on yields at reporting date on high-quality corporate bonds that have maturity dates approximating the terms of the Group's obligations. In determining the net present value of the future benefit entitlement for service already rendered (DBO), the Group considers future compensation and benefit increases.
The DBO also comprises the present value from the effects of taxes payable by the plan on contributions or benefits relating to services already rendered.
More information about the application of the PUC method for Belgian defined contribution plans can be found hereafter.
The amount charged to profit or loss consists of current service cost, past service cost, gain or loss on settlement, net interest cost and administrative expenses and taxes. Current service costs as well as administrative expenses and taxes, which are borne by the employer(s) participating to the plan, are allocated among functional costs: cost of sales, research and development expenses, selling and general administrative expenses, following the functional area of the corresponding profit and cost centers to which related employees are attributed.
Past service cost and settlement gains (losses) are recognized immediately in profit or loss under 'Sundry other operating income' or 'Sundry other operating expense' when the plan amendment, curtailment or settlement occurs. Administrative expenses which are related to the management of plan assets and taxes directly linked to the return on plan assets – borne by the plan itself – are included in the return on plan assets and are recognized in 'Other comprehensive income, net of income taxes (OCI)'.
Net interest cost is recognized in profit or loss under 'Other finance expense'. It is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability. The net interest cost is broken down into interest income on plan assets and interest cost on the defined benefit obligation. The difference between the return on plan assets and the interest income on plan assets is included in line item 'Post-employment benefits: remeasurements of the net defined benefit liability' and recognized in 'Other comprehensive income, net of income taxes'.
Next to the difference between the actual return and the interest income on plan assets, the line item 'Postemployment benefits: remeasurements of the net defined benefit liability' also comprises actuarial gains and losses resulting for example from an adjustment of the discount rate. These changes are all presented in 'Other comprehensive income, net of income taxes'.
Belgian "Defined Contribution" plans are subject to the Occupational Pensions Act of April 2003. According to article 24 of this Act, affiliated persons are entitled to a guaranteed minimum return on contributions made by either the organizer of the plan or the employee. Some conditions in this law, such as the required level of minimum return, have been amended by the Act of December 18, 2015. This Act has also impacted the accounting treatment of defined contribution plans with return guaranteed by law. Whereas management – in the absence of a specific accounting treatment in IFRS – assumed until last year the intrinsic value approach as the most suitable method for measuring the liability related to these hybrid plans, management has decided – after consultation of specialists – to change related accounting estimate also considering the different facts and circumstances with regard to these plans. Similar to the measurement of all other defined benefit plans, the net pension liability related to defined contribution plans with return guaranteed by law is calculated as the difference between the present value of the defined benefit obligation (DBO) and the fair value of the plan assets. As of December 31, 2016, the present value of the defined benefit obligation (DBO) and the service costs are calculated by a qualified actuary using the Projected Unit Credit (PUC) method.
More information on the general principles of this method can be found under 'Liabilities for post-employment benefits'.
Within the Belgian Agfa-Gevaert Group entities, all insured plans guarantee a fixed return up to the retirement age (so-called Branch 21 insured products). Depending on the nature of the insured contract, the DBO has been determined with or without future contributions and their related minimum returns up to the retirement age or exit. For the Top Performance Plan no future contributions were considered, for all other 'Branch 21' insured products recurring contributions are paid and therefore considered in the actuarial calculation.
In measuring the net liability related to Belgian defined contribution plans with return guaranteed by law, the Group has applied paragraph 115 of IAS 19. Paragraph 115 states "Where plan assets include qualifying insurance policies that exactly match the amount and timing of some or all of the benefits payable under the plan, the fair value of those insurance policies is deemed to be the present value of the related obligations" up to the guaranteed rate of the insurer. The application of this paragraph 115 implies a market valuation of the retirement age contractual insured benefit,
which impacts both the assets to account for and the DBO. In terms of applying the methodology of Paragraph 115, management believes that the DBO calculation should reflect that the employee is entitled to the higher of the actual accumulated reserves and the minimum reserves. Therefore, the DBO calculation reflects this plan characteristic for every event, being leaving before retirement or staying until retirement.
Termination benefits are recognized as a liability and an expense when a Group company is demonstrably committed to either:
Where termination benefits fall due more than twelve months after the reporting date, they are discounted using a discount rate which is the yield at reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Group's obligations.
The interest impact of unwinding and remeasuring longterm termination benefits at adjusted discount rates at financial reporting date is reflected in profit or loss under 'Other finance expense' whereas the impact of increases and decreases of the Group's commitments are presented under 'Other operating expenses' – Restructuring expenses.
The Group's net obligation in respect of long-term employee benefits, other than pension plans, post-employment life insurance and medical care, is the amount of future benefit that employees have earned in return for their service in current and prior periods.
The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate used is the yield at reporting date on high quality corporate bonds that have maturity dates approximating the terms of the Group's obligations.
Unlike the accounting treatment of post-employment defined benefit plans, remeasurements of other long-term employee benefits are not reflected in other comprehensive income. Instead, the impact of remeasurements is recognized in profit or loss.
Current employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid within twelve months if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
The Group has cash-settled share-based payment transactions as it has granted share appreciation rights (SARs) to a number of employees listed by the Board of Directors. SARs entitle the holder to receive a cash payment that equals the increase in value of the shares from a specified level over a specified period of time, i.e. from grant date to settlement date. In the established share-based payment transaction, the employee directly participates in changes in value of the underlying equity instrument, being the shares of Agfa-Gevaert NV and, accordingly, the cash payment is based on the price or value of the equity instrument.
Related share appreciation rights do not vest until the employees have completed a specified period of service. Therefore, the Company recognizes the services received, and a liability to pay for them, as the employees render service during that period. The liability is measured, initially and at the end of each reporting period until settled, at the fair value of the share appreciation rights, by applying an option pricing model, and the extent to which the employees have rendered service to date. Changes in fair value are recognized in profit or loss. Both the cost recognized at initial measurement as well as the impact of changes in fair value are considered as employee benefit expenses. Black and Scholes is the applied option pricing model.
Provisions are recognized in the statement of financial position when a Group company has a present obligation (legal or constructive) as a result of a past event and when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced to those affected by it. Future operating costs are not provided for.
In accordance with the Group's published environmental policy and applicable legal requirements, a provision for site restoration in respect of contaminated land is recognized when the land is contaminated.
Trade-related provisions primarily include provisions for bonuses and rebates related to goods and services purchased by customers in the accounting period, commissions to agents, warranty provisions, commercial litigations and onerous contracts.
A provision for product warranty is made at the time of revenue recognition and reflects the estimated cost of replacement that will be incurred by the Group.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract.
Provisions are established under 'Trade-related provisions' for impending losses on purchase or sales contracts at the amount of the anticipated losses.
Non-derivative financial liabilities comprise debentures, uncommitted bank facilities, revolving and other credit facilities, trade and other payables.
Financial liabilities are recognized initially at fair value on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
Interest-bearing loans and borrowings are recognized initially at fair value, less attributable transaction costs. Subsequent to initial recognition, interest-bearing loans and borrowings are stated at amortized cost with any difference between the initial amount and the maturity amount being recognized in profit or loss over the expected life of the instrument on an effective interest rate basis.
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.
Amounts invoiced in accordance with contractually agreed terms but unearned are presented as deferred revenue. They typically relate to multiple-element arrangements and maintenance contracts. Deferred revenue is recognized in profit or loss in compliance with the basic revenue recognition criteria as described in 3.3.
Similar to deferred revenue, deferred income relates to unearned other operating income. Deferred income is presented in following captions of the consolidated statement of financial position: 'Deferred income – noncurrent liabilities' and 'Other liabilities – current liabilities'.
Government grants are a typical example of deferred income. They are recognized in profit or loss when there is reasonable assurance that the conditions attached to the grants will be or are complied with and the grants will be received. Grants that compensate the Group for expenses incurred are recognized in profit or loss under the same functional reporting line item as the corresponding expenses. They are recognized as income over the periods necessary to match them on a systematic basis to the costs that are intended to be compensated.
Grants awarded for the purchase or production of assets (Intangibles or Property, plant and equipment) are recognized initially as deferred income and then recognized in profit or loss as other income on a systematic basis over the useful life of the asset. Government grants for future expenses are recorded as deferred income.
A number of new IFRS standards, amendments to IFRS standards and interpretations issued, were not yet effective for the year ended on December 31, 2016 and have not been applied in preparing the consolidated financial statements.
The Group shall adopt these standards after endorsement by the European Union. It relates to:
In November 2009, the IASB issued IFRS 9 Financial Instruments, amending the classification and measurement of financial assets, effective for annual periods beginning on or after January 1, 2018. The standard has been endorsed by the European Union in November 2016 with effective date for use within the European Union set at January 1, 2018.
According to IFRS 9, an entity shall subsequent to initial recognition, measure financial assets at either amortized cost or at fair value through other comprehensive income or through profit or loss on the basis of an entity's business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Debt instruments are measured at amortized cost if they are held in a business model whose objective is to hold an asset in order to collect the contractual cash flows that are solely payments of principal and interests on specified dates. Investments in equity instruments can be designated at fair value through other comprehensive income with only dividends to be recognized in profit or loss. All other instruments are measured at fair value with changes recognized in profit or loss. Gains and losses on financial assets measured at amortized cost and not part of a hedging relationship shall be recognized in profit or loss when the financial asset is derecognized, impaired or reclassified.
In October 2010, the IASB reissued IFRS 9, to incorporate new requirements for the classification and measurement of financial liabilities and to incorporate existing derecognition requirements.
In November 2013, the IASB amended IFRS 9 to include a new general hedge accounting model and to introduce new requirements for the accounting and presentation of an entity's own debt when measured at fair value. With the introduction of the new hedge accounting model, an amendment to IFRS 7 Financial Instruments: Disclosures, was issued requiring additional hedge accounting disclosures.
In July 2014, the IASB issued an amendment incorporating requirements for impairment, general hedge accounting and derecognition. The impairment model is based on accounting for expected losses from the date of first-time recognition of the financial asset, before the loss events occurs.
The Group is currently evaluating the impact that the expected credit loss model will have on the consolidated financial statements. Other aspects related to the measurement and classification of financial assets, introduced by IFRS 9 are not expected to have a material impact on the consolidated financial statements, but they will change the presentation of the consolidated financial statements.
• IFRS 15 Revenue from Contracts with Customers
In May 2014, the IASB issued a new standard IFRS 15 on revenue recognition. In September 2015, an amendment to this standard was issued deferring the effective first-time application date to annual periods beginning on or after January 1, 2018. The standard has been endorsed by the European Union in September 2016 with effective date for use within the European Union set at January 1, 2018. On April 12, 2016, the IASB issued clarifications to IFRS 15 which have not yet been endorsed by the European Union.
This standard introduces a five-step approach to be applied in revenue recognition for all contracts with customers: first the contract with the customer should be identified; then the performance obligations in the contract should be identified; as a third step the transaction price should be determined; then the transaction price should be allocated to the performance obligations in the contract; and finally revenue is recognized when the performance obligation is satisfied. The standard moreover specifies whether revenue should be recognized at a certain point in time or over a period of time.
The standard introduces increased requirements for the disclosure of revenue.
The Group has investigated the application of the five-step approach and has concluded that the application of the new IFRS 15 standard will have no impact on the timing and amount of revenue recognition compared to the current revenue recognition model. The Group currently recognizes revenue from standard multiple-element arrangements on an element-by-element basis for each determined deliverable based on its fair value. The Group has assessed that these determined deliverables meet the requirements of a performance obligation as defined by the new standard. The new standard will change the presentation of the balance sheet with the introduction of contract assets and contract liabilities on the face of the balance sheet. Currently these assets and liabilities are included in other captions of the balance sheet.
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (amendments to IFRS 10 Consolidated Financial Statements and to IAS 28 Investments in Associates and Joint Ventures)
In September 2014, the IASB issued a narrow-scope amendment to clarify an inconsistency between IFRS 10 and IAS 28, in dealing with the sale or contribution of assets between an investor and its associate or joint venture. It clarifies when a full gain or loss is recognized. An amendment issued in December 2015, indefinitely defers the effective date of the September 2014 amendments, which were originally intended to be applied for annual periods beginning on or after January 1, 2016. A new application date has to be set by the IASB. The amendment will not have a material impact on the consolidated financial statements.
In January 2016, the IASB issued a new standard for lease accounting, applicable for annual periods beginning on or after January 1, 2019. The standard has not yet been endorsed by the European Union. This new standard replaces the current IAS 17 standard on lease accounting. IFRS 16 eliminates the classification of leases as either
operating or finance leases for a lessee and introduces a single lessee accounting model. All leases, except leases with a term of less than twelve months or low-value leases, are capitalized by recognizing the present value of the lease payments and presenting them as a right-of-use asset in the statement of financial position of the lessee. Lease payments that are made over time should be presented as a financial liability. In the statement of profit or loss, the depreciation charge for the lease asset will be presented separately from the interest expense on the lease liability. IFRS 16 does not change substantially lease accounting for lessors. A lessor will continue to classify leases as either operating or financial leases and account for those two types of leases differently. The Group is currently investigating the impact that the application of
• IAS 12 Income taxes Recognition of deferred tax assets for unrealised losses
the new standard will have on the consolidated financial statements.
In January 2016, the IASB issued an amendment to IAS 12 Recognition of deferred tax assets for unrealised losses, applicable for annual periods beginning on or after January 1, 2017. This amendment has not yet been endorsed by the European Union. This amendment clarifies the accounting treatment for deferred tax assets related to debt instruments measured at fair value. This amendment will not have an impact on the consolidated statements of the Group.
• Amendments to IAS 7 Statements of Cash Flow: Disclosure Initiative
In January 2016, the IASB published amendments to IAS 7 Statements of Cash Flow as part of its Disclosure Initiative, applicable for annual periods beginning on or after January 1, 2017. This amendment has not yet been endorsed by the European Union. This amendment requires disclosure of changes in liabilities arising from financing activities, including changes arising from cash flow and non-cash changes. The Group will present disclosures in accordance with these amendments.
• Amendments to IFRS 2 Share-based Payment Transactions In June 2016, the IASB published amendments to IFRS 2 Share-based Payments applicable for annual periods beginning on or after January 1, 2018. This amendment has not yet been endorsed by the European Union. This amendment clarifies the classification and measurement of share-based payment transactions and intends to eliminate diversity in practice of particular share-based payment transactions. The amendments are narrow in scope.
The amendment will not have an impact on the consolidated financial statements.
• Amendments to IFRS 4: Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts In September 2016, the IASB issued an amendment to IFRS 4 applicable for annual periods beginning on or after January 1, 2018. This amendment has not yet been endorsed by the European Union.
This amendment was issued to address accounting consequences from different application dates of the standards IFRS 9 Financial Instruments and IFRS 4 Insurance Contracts. The amendment provides two options for entities that issue insurance contracts within the scope of IFRS 4, an overlay approach and a temporary exemption. The overlay approach is an option for all issuers of insurance contracts to reclassify from profit or loss to other comprehensive income, some income or expense from designated financial assets whereas under the temporary exemption some entities whose predominantly activity is issuing insurance contracts can be exempt from applying IFRS 9.
This amendment will not have an impact on the consolidated financial statements.
• Annual improvements to IFRS standards 2014-2016 Cycle
In December 2016, the IASB issued a next set of Annual Improvement to IFRSs effective for annual periods beginning on or after January 1, 2017 and January 1, 2018. These improvements have not yet been endorsed by the European Union.
These improvements delete the short-term exemption for first-time adopters in IFRS 1; clarify the scope of IFRS 12 Disclosure of Interests in Other Entities by specifying that the disclosure requirements in the standard also apply to assets held for sale, held for distribution or as discontinued operations; and clarify that a venture capital organisation may elect to measure its investments in associates or joint venture at fair value through profit or loss which can be made on an investment-by-investment basis. These amendments will not have an impact on the consolidated financial statements.
In December 2016, the IASB issued an IFRIC Interpretation applicable for annual periods beginning on or after January 1, 2018. This interpretation has not yet been endorsed by the European Union. IFRIC 22 clarifies the accounting treatment for transactions that include the receipt or payment of advance consideration in a foreign currency, where the entity recognizes a prepayment asset or a deferred income liability in a foreign currency that is non-monetary. The Interpretation determines that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The application of this interpretation is not expected to have a material impact to the consolidated financial statements.
• Amendments to IAS 40: Transfers of Investment Property In December 2016, the IASB issued an amendment to IAS 40 Transfers of Investment Property applicable for annual periods beginning on or after January 1, 2018. This amendment has not yet been endorsed by the European Union. The amendment clarifies that an entity shall transfer a property to or from investment property when there is evidence of a change in use. A change of use occurs if the property meets or ceases to meet the definition of investment property. A change in management's intentions of use does not constitute a change of use. The amendment will not have an impact on the consolidated financial statements.
The Group's management identified three operating segments: Agfa Graphics, Agfa HealthCare and Agfa Specialty Products. All operating segments have strong market positions, well-defined strategies and full responsibility, authority and accountability.
The Group's operating segments reflect the level at which the Group's CEO and the Executive Committee review the business and make decisions about the allocation of resources and other operating matters. The Group's reportable segments equal its operating segments.
The reportable segments Agfa Graphics, Agfa HealthCare and Agfa Specialty Products comprise the following activities:
Agfa Graphics provides commercial, newspaper and packaging printers with the most extensive range of integrated prepress solutions, from complete computerto-plate systems and printing plates to color management, workflow automation and security design software. Agfa Graphics also supplies a wide range of wide-format digital printing solutions to sign & display companies. Agfa's print engines combine high speed with exceptional print quality and are part of a complete package including dedicated inks as well as workflow automation software. Enabling manufacturers to integrate print into their production processes, Agfa Graphics also develops and manufactures high-performance inkjet inks & fluids for various industrial inkjet printing applications.
Agfa HealthCare is a leading provider of diagnostic imaging and healthcare IT solutions for hospitals and care centres everywhere in the world. The business group is a major player on the diagnostic imaging market, providing analog and digital technology, as well as IT solutions to meet the needs of specialized clinicians. The business group is also a key player on the healthcare information solutions market, integrating the administrative, financial and clinical workflows of individual hospitals and hospital groups. Today, care organizations in over 100 countries rely on Agfa HealthCare's leading technologies, solutions and services to optimize their efficiency and improve patient care.
Agfa Specialty Products supplies a wide variety of products to large business-to-business customers outside the graphic and healthcare markets. On the one hand, this segment produces classic film-based products, such as film for non-destructive testing and aerial photography, as well as microfilm and film for the production of printed circuit boards. On the other hand, Agfa Specialty Products targets promising growth markets with innovative solutions. Examples are synthetic papers, conductive polymers, materials for the production of high-security ID documents and membranes for hydrogen production.
Segment results include revenue and expenses directly attributable to a segment and the relevant portion of revenue and expenses that can be allocated on a reasonable basis to a segment. There are no transactions between operating segments.
Segment assets and liabilities comprise those operating assets and liabilities that are directly attributable to the segment or can be allocated to the segment on a reasonable basis. They do not comprise current income tax receivables and payables and deferred taxes.
The allocation of assets and liabilities that are commonly used by more than one reportable segment can be summarized as follows:
In general, each item of the operating assets is assigned in full to one of the reportable segments, i.e. a single asset such as an office building is assigned to a single segment.
If a related asset is employed by more than one reportable segment, one segment owns the asset and the other segment(s) rents it (by means of cross charging via a Service Agreement). The same applies for operating liabilities such as employee related liabilities. As all employees, except for the employees belonging to the Corporate Center and the Global Shared Services (ICS, HR and Purchasing) and the inactive employees (see below), are dedicated to a single reporting segment, related liabilities and provisions are assigned to the segment to which the employee belongs.
The production unit Materials produces film and chemicals worldwide for Agfa Graphics, Agfa HealthCare and Agfa Specialty Products. Therefore operating assets assigned to the production unit Materials are owned by the three reportable segments. This is an exception to the abovementioned principle that a single asset is always owned by a single reportable segment.
Operating income and expenses and operating assets and liabilities that relate to film consumables, Corporate Center and Global Shared Services are allocated to the different reportable segments using allocation keys.
The results, assets and liabilities related to inactive employees cannot be allocated on a reasonable basis to one or more reportable segments. The data are included in the reconciling
items between the total reportable segment information and the consolidated profit or loss, total assets and total liabilities (see note 5.3). Inactive employees are defined as permanently retired employees, former employees with vested rights, and other employees who are not expected to return to active status, e.g. early retirement. Employees who are in principle only temporarily inactive, e.g. long-term disability or illness, maternity leave, military service, etc. are treated as active employees and are consequently assigned to one of the reportable segments.
Key data for the reportable segments have been calculated as follows:
segment result is the profit from operating activities;
segment assets are those operating assets that are employed by a reportable segment in its operating activities;
| Reportable Segment | Agfa Graphics | Agfa HealthCare | Products | Agfa Specialty | TOTAL | |||
|---|---|---|---|---|---|---|---|---|
| MILLION EURO | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 |
| Revenue | 1,358 | 1,267 | 1,099 | 1,090 | 189 | 180 | 2,646 | 2,537 |
| Change | 0.2% | (6.7)% | 2.8% | (0.8)% | (3.6)% | (4.8)% | 1.0% | (4.1)% |
| Recurring EBIT | 65 | 80 | 107 | 120 | 13 | 13 | 185 | 213 |
| % of revenue | 4.8 % | 6.3% | 9.7% | 11.0% | 6.9% | 7.2% | 7.0% | 8.4% |
| Segment result | 56 | 61 | 98 | 101 | 13 | 11 | 167 | 173 |
| Segment assets | 722 | 695 | 1,137 | 1,125 | 107 | 98 | 1,966 | 1,918 |
| Segment liabilities | 379 | 383 | 469 | 475 | 44 | 41 | 892 | 899 |
| Net cash from (used in) reportable segments | 54 | 88 | 120 | 97 | 13 | 11 | 187 | 196 |
| Capital expenditures | 17 | 21 | 18 | 20 | 2 | 3 | 37 | 44 |
| Amortization and depreciation | 29 | 27 | 27 | 26 | 4 | 4 | 60 | 57 |
| Impairment losses recognized on fixed assets | - | 9 | 1 | 6 | - | - | 1 | 15 |
| Other non-cash items | 81 | 86 | 94 | 90 | 16 | 14 | 191 | 190 |
| Research and development expenses | 45 | 43 | 90 | 92 | 9 | 6 | 144 | 141 |
| Average number of employees (Full time equivalents) (1) | 4,237 | 4,200 | 5,544 | 5,500 | 645 | 628 | 10,426 | 10,329 |
(1) The figures comprise permanent and temporary contracts.
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Revenue | ||
| Revenue for reportable segments | 2,646 | 2,537 |
| Consolidated revenue | 2,646 | 2,537 |
| Recurring EBIT | ||
| Recurring EBIT for reportable segments | 185 | 213 |
| Recurring EBIT not allocated to a reportable segment (1) | (5) | (5) |
| Consolidated recurring EBIT | 180 | 208 |
| Profit or loss | ||
| Segment result | 167 | 173 |
| Profit (loss) from operating activities not allocated to a reportable segment (1) | (6) | (7) |
| Results from operating activities | 161 | 166 |
| Other unallocated amounts: | ||
| Interest income (expense) - net | (11) | (8) |
| Other finance income (expense) - net | (63) | (43) |
| Consolidated profit (loss) before income taxes | 87 | 115 |
| Assets | ||
| Total assets for reportable segments | 1,966 | 1,918 |
| Operating assets not allocated to a reportable segment (1) | 1 | 1 |
| Financial assets | 6 | 2 |
| Investment in associates | 1 | - |
| Deferred tax assets | 152 | 149 |
| Receivables under finance leases | 82 | 87 |
| Derivative financial instruments | 2 | 2 |
| Cash and cash equivalents | 123 | 129 |
| Other unallocated receivables | 69 | 64 |
| Consolidated total assets | 2,402 | 2,352 |
| Liabilities | ||
| Total liabilities for reportable segments | 892 | 899 |
| Operating liabilities not allocated to a reportable segment (1) | 971 | 1,003 |
| Loans and borrowings | 181 | 111 |
| Deferred tax liabilities | 21 | 19 |
| Derivative financial instruments | 4 | 8 |
| Other unallocated liabilities | 65 | 60 |
| Consolidated total liabilities | 2,134 | 2,100 |
| Cash flows | ||
| Net cash from (used in) reportable segments | 187 | 196 |
| Operating cash flows not allocated to a reportable segment (1) | (78) | (82) |
| Net interest and dividend paid to non-controlling interests | (41) | (20) |
| Net proceeds from borrowings | (137) | (72) |
| Other financial flows | (7) | (15) |
| Change in other investing activities | 4 | (3) |
| Consolidated net increase (decrease) in cash and cash equivalents | (72) | 4 |
(1) Operating results, assets and liabilities and cash flows, not allocated to a reportable segment, relate mainly to inactive employees.
The segmented other material items as presented in the table under note 5.2 can be reconciled with the consolidated figures as follows:
| MILLION EURO | Note | REPORTABLE SEGMENTS TOTAL |
Adjustments | TOTAL |
|---|---|---|---|---|
| Capital expenditures (cash outflows) | 13/14 | 37 | - | 37 |
| Amortization and depreciation | 13/14 | 60 | - | 60 |
| Impairment losses recognized on non-current assets | 13/14 | 1 | - | 1 |
| Other non-cash items | 191 | - | 191 | |
| Research and development expenses | 144 | - | 144 |
| MILLION EURO | Note | REPORTABLE SEGMENTS TOTAL |
Adjustments | TOTAL |
|---|---|---|---|---|
| Capital expenditures (cash outflows) | 13/14 | 44 | - | 44 |
| Amortization and depreciation | 13/14 | 57 | - | 57 |
| Impairment losses recognized on non-current assets | 13/14 | 15 | - | 15 |
| Other non-cash items | 190 | - | 190 | |
| Research and development expenses | 141 | - | 141 |
The Group distinguishes four geographical regions: Europe, NAFTA, Latin America and Asia/Oceania/Africa. The Group's country of domicile is Belgium.
| MILLION EURO | Revenue by market (1) | Non-current assets (2) |
|---|---|---|
| Europe | 1,038 | 526 |
| of which related to home market Belgium | 40 | 172 |
| NAFTA | 698 | 331 |
| Latin America | 209 | 25 |
| Asia/Oceania/Africa | 701 | 30 |
| TOTAL | 2,646 | 912 |
(1) Location of customers
(2) Excluding deferred tax assets based on the location of the assets
| MILLION EURO | Revenue by market (1) | Non-current assets (2) |
|---|---|---|
| Europe | 1,018 | 509 |
| of which related to home market Belgium | 36 | 174 |
| NAFTA | 675 | 344 |
| Latin America | 191 | 30 |
| Asia/Oceania/Africa | 653 | 34 |
| TOTAL | 2,537 | 917 |
(1) Location of customers
(2) Excluding deferred tax assets based on the location of the assets
During 2016 there were no acquisitions.
In December 2015, the Group acquired all of the shares of TIP GROUP Holding GmbH, a specialized supplier of Business Intelligence and ERP solutions for hospitals with business activities in Austria, Germany and Switzerland. The TIP GROUP Holding GmbH holds a 100% investment in three subsidiaries located in Austria, Germany and Switzerland. The acquisition will enlarge Agfa HealthCare's portfolio with Business Intelligence and brings a solution that is tailored to the data integration and analysis needs of the hospital. The purchase price amounted to 7 million Euro. Identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair values. Identifiable assets acquired and liabilities assumed are as follows:
| MILLION EURO | Note | TIP GROUP Holding GmbH and subsidiaries |
|---|---|---|
| Acquired technology | 13 | 1 |
| Acquired customer relationships | 13 | 6 |
| Trade accounts receivable | 2 | |
| Other tax receivables | 1 | |
| Other tax liabilities | (1) | |
| Deferred revenue | (2) | |
| Liabilities to banks | (1) | |
| Deferred tax liabilities | (2) | |
| TOTAL IDENTIFIABLE NET ASSETS ACQUIRED | 4 |
Acquired technology and acquired customer relationships are both amortized over a period of 15 years. The fair value of intangible assets acquired has been determined using a discounted cash flow model. Trade receivables comprise
gross contractual amounts of 2 million Euro and are expected to be collected. A goodwill amount of 3 million Euro was recognized as a result of the acquisition and is calculated as follows:
| MILLION EURO | Note | TIP GROUP Holding GmbH and subsidiaries |
|---|---|---|
| Total consideration transferred | 7 | |
| Fair value of identifiable net assets | (4) | |
| Goodwill amount recognized | 13 | 3 |
The goodwill on acquisition mainly relates to operating synergies. The total amount of goodwill is not deductible for tax purposes.
Acquisition related costs relate to external fees and due diligence costs. They are immaterial and are reflected in 'administrative expenses'. The Group's profit or loss does not include any amounts of revenue or profit or loss of the acquiree due to the fact that the TIP GROUP Holding GmbH was acquired at December 31, 2015.
In the normal course of its business, the Group is exposed to a number of financial risks such as currency risk, interest rate risk, commodity price risk, liquidity risk and credit risk that could affect its financial position and its result of operations. The Group's objectives, policies and processes in managing these financial risks are described further in this note. In managing these risks the Group may use derivative financial instruments. The use of derivative financial instruments is subject to internal controls and uniform guidelines set up by the Group's Treasury Committee. Derivatives used are over-the-counter instruments, particularly forward exchange contracts. Since a few years, the Group also concludes metal swaps.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in foreign exchange rates. The foreign currency risk management distinguishes between three types of foreign currency risk: foreign currency transaction risk, foreign currency translation risk and foreign currency economic risk.
The Group incurs foreign currency transaction risk on accounts receivable, accounts payable and other monetary items that are denominated in a currency other than the Company's functional currency. Foreign currency transaction risk in the Group's operations also arises from the variability of cash flows in respect of forecasted transactions.
Foreign operations which do not have the Euro as their functional currency give rise to a translation risk.
The foreign currency economic risk is the risk that future cash flows and earnings generated by foreign operations may vary. Foreign currency economic risk is highly connected with other factors such as the foreign operations' competitive position within an industry, its relationship with customers and suppliers. In monitoring the foreign currency risk exposures, the central treasury department focuses on the transaction and translation risk exposures whereas business management seeks to manage the foreign economic risk through natural hedges.
Each of the above types of foreign currency risk exposure impacts the financial statements differently.
The central treasury department monitors and manages foreign currency exposure from the view of its impact on either the statement of financial position or profit or loss.
The currencies that primarily impact the net foreign currency exposure on the statement of financial position are as follows:
| Hedging | ||||
|---|---|---|---|---|
| MILLION FOREIGN CURRENCY |
Net exposure of receivables and payables |
Cash, cash equivalents loans & deposits |
Derivative Financial Instruments |
Net position |
| December 31, 2015 | ||||
| USD | 68.6 | (131.6) | 73.8 | 10.8 |
| RMB | 75.0 | (72.7) | - | 2.3 |
| GBP | 3.2 | (36.8) | 33.1 | (0.5) |
| CAD | (3.6) | (4.1) | - | (7.7) |
| INR | 567.4 | - | (608) | (40.6) |
| HKD | 56.5 | (53.8) | - | 2.7 |
| KRW | 6,393 | - | (8,600) | (2,207) |
| PLN | 29 | (25.2) | - | 3.8 |
| AUD | 11.0 | (9.3) | - | 1.7 |
| December 31, 2016 | ||||
| USD | 57.6 | (158.9) | 117 | 15.7 |
| RMB | 38 | (54.1) | - | (16.1) |
| GBP | 13.9 | (57.7) | 41.3 | (2.5) |
| CAD | (12.2) | 0.2 | - | (12.1) |
| HKD | 46.6 | (73.7) | 36 | 8.9 |
| KRW | 6,830.8 | - | (8,184.9) | (1,354.1) |
| AUD | 10.6 | (10.8) | - | (0.2) |
The aim of Group's management regarding transaction exposure in the statement of financial position is to minimize, over the short term, the revaluation results – both realized and unrealized – of items in the statement of financial position that are denominated in a currency other than the Company's functional currency.
In order to keep the exposures within predefined risk adjusted limits, the central treasury department economically hedges the net outstanding monetary items in the statement of financial position in foreign currency using derivative financial instruments such as forward exchange contracts. As of December 31, 2016, the outstanding derivative financial instruments are mainly forward exchange contracts with maturities of generally less than one year.
Where derivative financial instruments are used to economically hedge the foreign exchange exposure of recognized monetary assets or liabilities, no hedge accounting is applied. Changes in the fair value of these derivative financial instruments are recognized in profit or loss.
When the functional currency of the entity that holds the investment is different from the functional currency of the related subsidiary, the currency fluctuations on the net investment directly affect other comprehensive income ('Translation reserve') unless any hedging mechanism exists.
All subsidiaries and associates have as functional currency the currency of the country in which they operate. The currencies giving rise to the Group's translation risk in the statement of financial position are primarily the US Dollar, Canadian Dollar, Pound Sterling, Chinese Renminbi and Brazilian Real.
| MILLION | Net investment in a foreign entity | |||
|---|---|---|---|---|
| FOREIGN CURRENCY | December 31, 2015 | December 31, 2016 | ||
| USD | 199 | 237 | ||
| CAD | 205 | 207 | ||
| RMB | 581 | 592 | ||
| GBP | (43) | (94) | ||
| BRL | 100 | 108 |
During 2016, an amount of 8 million Euro was reclassified from translation reserve to financial result on disposal of a foreign operation, being the abandonment of operating activities in Venezuela. At the end of 2015, an amount of 20 million Euro was reclassified from translation reserve to financial result on disposal of two foreign operations, being the closure of two production facilities for which a restructuring expense amounting to 8 million Euro was booked in 2015.
The central treasury department monitors the translation exposure in the statement of financial position of the Group at least on a quarterly basis. The Treasury Committee proposes corrective actions if needed to the Executive Management.
Until May 2016, the Group utilized forward exchange contracts (120 million USD) to hedge the foreign
currency exposure of the Group's net investment in one of its subsidiaries in the United States. As from May 2016, the Group has revoked the designation of the hedge. The gain on the hedging instrument relating to the effective portion of the hedge that was recognized in Other Comprehensive Income (Translation reserve December 31, 2016: 10 million Euro, December 31, 2015: 7 million Euro) shall be reclassified from equity to profit or loss on the disposal of the foreign operation.
Foreign currency risk in profit or loss includes both the risk of the variability of cash flows in respect of forecasted transactions as a result of changes in exchange rates and the risk that the profit (loss) for the year generated by foreign operations may vary in amount when translated into the presentation currency (Euro). The central treasury department monitors and manages both risks simultaneously.
The currencies that primarily impact the net foreign currency exposure in profit or loss are US Dollar, currencies highly correlated to the US Dollar – i.e. Hong Kong Dollar – Canadian Dollar, Pound Sterling, Australian Dollar, Korean Won, Indian Rupees and Swiss Francs.
The Executive Management decides on the hedging policy of aforementioned currency exposures considering the market situation and upon proposal of the Treasury Committee. The objective of the Group's management of exposure in profit or loss is mainly to increase the predictability of results but also to allow the business to react to the changing environment (e.g. by adapting prices or shifting production).
In the course of 2016, the Group designated foreign exchange contracts as 'cash flow hedges' of its foreign currency exposure in US Dollar, Pound Sterling and Chinese Renminbi related to highly probable forecasted revenue over the following 15 months.
The portion of the gain on the forward exchange contracts that is determined to be an effective hedge is recognized directly in 'Other comprehensive income' (December 31, 2016: minus 1 million Euro). During 2016, losses amounting to 2 million Euro have been recognized in 'Other comprehensive income'. Taxes amounting to 1 million Euro have been recognized in 'Other comprehensive income'.
In the course of 2015, the Group designated foreign exchange contracts as 'cash flow hedges' of its foreign currency exposure in Pound Sterling related to highly probable forecasted revenue over the following 12 months.
The portion of the gain on the forward exchange contracts that is determined to be an effective hedge is recognized directly in 'Other comprehensive income' (December 31, 2015: 0 million Euro). During 2015, losses amounting to 2 million Euro have been recognized in 'Other comprehensive income'. An amount of 6 million Euro losses has been reclassified from 'Other comprehensive income' and included in deduction of 'Revenue'.
A strengthening/weakening of the Euro by 10% against the currencies listed hereafter with all other variables held constant, would have increased (decreased) profit or loss by the amounts shown below. The analysis has been carried out on the budgeted net exposure for the year 2016, net of the use of cash flow hedges.
The sensitivity of the USD exposure has decreased compared to 2015, due to the fact that management decided to conclude cash flow hedges on the USD exposure during 2016, whereas no cash flow hedges on the USD were concluded during 2015.
| Profit or loss | ||||||
|---|---|---|---|---|---|---|
| 2015 | 2016 | |||||
| MILLION EURO | Strengthening of the Euro by 10% |
Weakening of the Euro by 10% |
Strengthening of the Euro by 10% |
Weakening of the Euro by 10% |
||
| USD and currencies highly related to the USD – HKD – RMB |
(16.4) | 16.4 | (1.7) | 1.7 | ||
| CAD | 0.4 | (0.4) | 1.0 | (1.0) | ||
| GBP | (3.1) | 3.1 | (1.7) | 1.7 | ||
| AUD | (3.3) | 3.3 | (3.3) | 3.3 | ||
| INR | (3.3) | 3.3 | (4.2) | 4.2 | ||
| KRW | (2.6) | 2.6 | (3.3) | 3.3 | ||
| CHF | (1.4) | 1.4 | (2.3) | 2.3 |
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.
The Group's exposure to changes in interest rates primarily relates to the Group's net financial debt position, including the FX-swaps and its interest component that economically hedge intercompany loans and deposits. For the most important currencies the following interest rate profile exists at the reporting date:
| 2015 | 2016 | |||
|---|---|---|---|---|
| Outstanding amount | Outstanding amount | |||
| MILLION EURO | At floating rate | At fixed rate | At floating rate | At fixed rate |
| EUR | (20) | 125 | 90 | 100 |
| USD | 43 | - | (112) | - |
| GBP | (46) | - | (50) | - |
| RMB | (39) | - | (26) | - |
| AUD | (4) | - | (9) | - |
| JPY | 11 | - | 13 | - |
| Other | (12) | (24) | - | |
| TOTAL | (67) | 125 | (118) | 100 |
| NET FINANCIAL DEBT | 58 | (18) |
A change of 100 basis points in interest rates at December 31, 2016 would have increased (decreased) profit or loss
by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2015.
| Profit or loss | |||
|---|---|---|---|
| 100 bp increase | 100 bp decrease | ||
| December 31, 2015 | |||
| Net impact | 0.7 | (0.7) | |
| December 31, 2016 | |||
| Net impact | 1.2 | (1.2) |
The Group's most important raw material exposures relate to silver and aluminum. The Group's commodity price risk – i.e. the risk that its future cash flows and earnings may vary because of changed material prices – is highly connected with other factors such as the Group's competitive position within an industry, its relationship with customers and suppliers.
In order to prevent negative effects from potential future price rises or price volatility of aluminum, the Group applies for aluminum a strategy of purchasing at spot rates combined with a system of 'Rolling layered forward buying'. This 'Rolling layered forward buying' model has been set up mainly for increasing the predictability with respect to raw material prices. According to this model, the Group purchases a predefined % of the planned yearly consumption.
The Commodities Steering Committee periodically reviews the commodity purchasing and hedging strategy. Deviations from the predefined 'Rolling layered forward buying' model are possible in which case the Chief Executive Officer takes the final decision.
This 'Rolling layered forward buying' is achieved by means of metal swap agreements. These metal swap agreements are concluded with banks and are designated as 'cash flow hedges', hedging the Group's exposure to fluctuations in commodity prices related to highly probable forecasted purchases of aluminum. These commodity contracts are held for the purpose of the receipt of commodities in accordance with the Group's expected usage
requirements. The portion of the gain or loss on the swap contracts that is determined to be an effective hedge is recognized directly in 'Other comprehensive income' (December 31, 2016: 2 million Euro net of tax, December 31, 2015: minus 14 million Euro). During 2016, gains amounting to 7 million Euro have been recognized in 'Other comprehensive income'.
An amount of 10 million Euro has been reclassified from 'Other comprehensive income' and has been included in the initial carrying amount of 'Inventory'. Taxes amounting to minus 1 million Euro have been recognized in 'Other comprehensive income'.
It should also be noted that the Group's management will react on increased raw material prices by mitigating this impact through sales price adaptations and cost efficiency measures amongst other measures, depending on the size of the price increases of the raw materials and considering currency evolutions and the general market circumstances.
Credit risk is the risk that the counterparty to a financial instrument may fail to discharge an obligation and cause the Group to incur a financial loss.
The Group manages exposure to credit risk by working with upfront agreed counterparty credit limits and through diversification of counterparties.
Credit risk arises mainly from the Group's receivables from customers, investments and foreign currency forward contracts.
The exposure to credit risk from customer receivables is monitored on an ongoing basis by the Credit Committee. Credit limits are set for each customer based on its creditworthiness and are reviewed periodically by the Credit Committee. In monitoring the credit risk, customers are grouped in risk categories according to their financial characteristics. It is the Group's policy to cover a portion of the receivables portfolio through credit insurance to cover default risk.
Goods sold are subject to retention of title clauses, so that in event of non-payment the Group may have a secured claim. In normal circumstances, the Group does not require collateral in respect of trade or other receivables.
Transactions involving derivative financial instruments and deposits are only allowed with counterparties that have good credit ratings. To minimize the concentration of counterparty risk, the Group enters into derivative transactions with a number of financial institutions. Investments are only allowed in liquid assets.
As a result of the Group's broad customer portfolio, there were no significant concentrations of credit risk at December 31, 2016. The maximum exposure is kept within predefined limits.
The carrying amounts of the financial assets, including derivative financial instruments, in the statement of financial position reflect the maximum exposure to credit risk. The maximum exposure to credit risk at the reporting date per class of financial asset is as follows:
| MILLION EURO | Note | 2015 | 2016 |
|---|---|---|---|
| Available-for-sale financial assets | |||
| Included in Financial assets | 15 | 15 | 8 |
| Held-to maturity investments | |||
| Included in Cash & cash equivalents | 21 | 8 | 10 |
| Financial assets at fair value through profit or loss | |||
| Included in Financial assets | 15 | - | - |
| Derivatives not part of a hedging relationship - assets | 7.5 | 2 | 1 |
| Loans and receivables | |||
| Trade receivables | 7 | 515 | 505 |
| Receivables under finance lease | 18 | 82 | 87 |
| Other receivables | 19 | 24 | 13 |
| Loans and receivables included in Financial assets | 15 | 1 | 2 |
| Cash on hand, demand deposits and checks | 21 | 115 | 119 |
The Group assesses at least on a quarterly basis whether there is objective evidence that a financial asset or group of financial assets is impaired.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables, being the difference between the carrying amount and the present value of the estimated future cash flows. Specific loss allowances are established for individually significant exposures after consultation with the Credit Committee. Groups of similar assets which are of minor importance are subject to a collective loss allowance.
The ageing of trade receivables and receivables under finance lease at the reporting date was:
| 2015 | 2016 | |||||
|---|---|---|---|---|---|---|
| MILLION EURO | Gross value |
Impairment loss |
Net | Gross value |
Impairment loss |
Net |
| Trade receivables | ||||||
| Not past due | 459 | (1) | 458 | 459 | (1) | 458 |
| Past due 0 – 30 days | 25 | (1) | 24 | 25 | (1) | 24 |
| Past due 31 – 90 days | 13 | (1) | 12 | 14 | (1) | 13 |
| Past due more than 90 days | 82 | (61) | 21 | 71 | (61) | 10 |
| TOTAL TRADE RECEIVABLES | 579 | (64) | 515 | 569 | (64) | 505 |
| Receivables under finance leases | ||||||
| Not past due | 80 | (1) | 79 | 86 | (1) | 85 |
| Past due 0 – 30 days | 1 | - | 1 | 1 | - | 1 |
| Past due 31 – 90 days | 2 | - | 2 | - | - | - |
| Past due more than 90 days | 1 | (1) | - | 1 | - | 1 |
| TOTAL RECEIVABLES UNDER FINANCE LEASES | 84 | (2) | 82 | 88 | (1) | 87 |
Past due amounts are not impaired when collection is still considered likely or sufficient collaterals have been obtained.
The Group believes that the unimpaired amounts that are past due by more than 30 days are still collectible in full,
based on historic payment behaviour and extensive analysis of customer credit risk.
The movement in the allowance for impairment in respect of loans and receivables during the year was:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Balance at January 1 | 67 | 66 |
| Additions/reversals charged to profit and loss | 2 | 7 |
| Deductions from allowance (1) | (3) | (8) |
| Exchange differences | - | - |
| Balance at December 31 | 66 | 65 |
(1) Write-offs for which an allowance was previously recorded.
Liquidity risk is the risk that the Group will encounter difficulties in meeting commitments related to financial liabilities when they fall due.
The Group ensures that it has sufficient liquidity to meet its liabilities. Liquidity risk is managed by maintaining a sufficient degree of diversification of funding sources.
The Group has a policy in place to limit concentrations related to liquidity risk.
The total share of gross drawn term debt and all undrawn committed facilities provided by one bank or bank group should not exceed predetermined limits. Risk concentrations are monitored on an ongoing basis by the Treasury Committee.
In managing its liquidity risk the Group has a revolving credit facility it can access to meet its liquidity needs.
In the course of 2015, this credit facility was renegotiated. The notional amount of this renewed credit facility amounts to 400 million Euro with maturity date July 17, 2020.
Drawdowns under these lines are made for shorter periods but the Group has the discretion to roll-over the liability under the existing committed loan agreement. In the liquidity analysis, repayments of the committed facilities are included in the earliest time band the Group could be required to
repay its liabilities. At December 2016, there were no drawdowns under these lines.
The following are the remaining contractual maturities at the end of the reporting period of financial liabilities, including estimated interest payments based on conditions existing at the reporting date, i.e. exchange rates and interest rates. With regard to derivatives, the maturity analysis comprises liabilities arising from derivatives and all gross settled forward exchange contracts. The contractual cash flows for forward exchange contracts are determined using forward rates.
| Contractual cash flows | |||||||
|---|---|---|---|---|---|---|---|
| MILLION EURO | Carrying amount |
TOTAL | 3 months or less |
3-12 months |
1-5 years |
More than 5 years |
|
| Non-derivative financial liabilities | |||||||
| Debenture | 41 | 51 | - | 2 | 49 | - | |
| Revolving credit facility (1) | 38 | 40 | 40 | - | - | - | |
| EIB loan | 84 | 91 | 15 | 15 | 61 | - | |
| Other loans | 18 | 18 | 8 | 10 | - | - | |
| Trade payables | 206 | 206 | 202 | 4 | - | ||
| Other payables | 46 | 46 | 46 | - | - | ||
| Derivative financial liabilities | |||||||
| Forward exchange contracts designated as hedge of a net investment: | |||||||
| Outflow | (1) | (109) | (109) | - | - | - | |
| Inflow | - | 108 | 108 | - | - | - | |
| Forward exchange contracts designated as cash flow hedges: | |||||||
| Outflow | - | (9) | (9) | - | - | - | |
| Inflow | - | 9 | 9 | - | - | - | |
| Other forward exchange contracts: | |||||||
| Outflow | (3) | (205) | (205) | - | - | - | |
| Inflow | 1 | 203 | 203 | - | - | - | |
| Swap contracts designated as cash flow hedges: | |||||||
| Outflow | (13) | (13) | (2) | (10) | (1) | - | |
| Inflow | - | - | - | - | - | - |
(1) Transaction costs are included in the initial measurement of the financial liability (2 million Euro).
| Contractual cash flows | |||||||
|---|---|---|---|---|---|---|---|
| MILLION EURO | Carrying amount |
TOTAL | 3 months or less |
3-12 months |
1-5 years |
More than 5 years |
|
| Non-derivative financial liabilities | |||||||
| Debenture | 42 | 48 | - | 2 | 46 | - | |
| Revolving credit facility (1) | (2) | - | - | - | - | - | |
| EIB loan | 58 | 61 | 14 | 14 | 33 | - | |
| Other loans | 13 | 14 | 9 | 3 | - | ||
| Trade payables | 225 | 225 | 219 | 6 | - | ||
| Other payables | 11 | 11 | 11 | - | - | ||
| Derivative financial liabilities | |||||||
| Forward exchange contracts designated as cash flow hedges: | |||||||
| Outflow | (3) | (187) | (43) | (114) | (30) | - | |
| Inflow | 1 | 185 | 41 | 114 | 30 | - | |
| Other forward exchange contracts: | |||||||
| Outflow | (3) | (247) | (237) | (10) | - | - | |
| Inflow | 1 | 245 | 235 | 10 | - | - | |
| Other swap contracts: | |||||||
| Outflow | (2) | (8) | (8) | - | - | - | |
| Inflow | 6 | 6 | - | - | - |
(1) At December 31, 2016, there were no drawdowns under this facility.
Transaction costs (2 million Euro) are presented as a reduction of the carrying amount of the financial liability.
The following table indicates the periods in which the cash flows associated with cash flow hedges and hedge of a net investment are expected to occur and impact the profit or loss with the fair value of the related hedging instruments.
| Expected cash flows | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| MILLION EURO | Fair value | TOTAL | 3 months or less |
3-12 months |
1-5 years |
More than 5 years |
|||
| Derivative financial instruments designated as cash flow hedges and hedge of a net investment | |||||||||
| Forward exchange contracts: | |||||||||
| Outflows | (1) | (118) | (118) | - | - | - | |||
| Inflows | - | 117 | 117 | - | - | - | |||
| Swap contracts: | |||||||||
| Outflows | (13) | (13) | (2) | (10) | (1) | - | |||
| Inflows | - | - | - | - | - | - |
| Expected cash flows | ||||||||
|---|---|---|---|---|---|---|---|---|
| MILLION EURO | Fair value | TOTAL | 3 months or less |
3-12 months |
1-5 years |
More than 5 years |
||
| Derivative financial instruments designated as cash flow hedges | ||||||||
| Forward exchange contracts: | ||||||||
| Outflows | (3) | (187) | (43) | (114) | (30) | - | ||
| Inflows | 1 | 185 | 41 | 114 | 30 | - | ||
| Swap contracts: | ||||||||
| Outflows | - | - | - | - | - | - | ||
| Inflows | 2 | 2 | - | 2 | - | - |
The Executive Management seeks to maintain a balance between the components of the shareholders' equity and the net financial debt at an agreed level. Net financial debt is defined as current and non-current loans and borrowings less cash and cash equivalents. There were no changes in the Group's approach to capital management during the year.
The Group is not subject to any externally imposed capital requirements, with the exception of the statutory minimum equity funding requirements that apply to its subsidiaries in the different countries.
In previous years, the Group purchased its own shares in the market. These shares are intended to be used for issuing shares under future option plans that the Group would issue. The Group does not have a defined share buy-back plan.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. All derivative financial instruments are recognized at fair value in the statement of financial position.
The Group aggregates its financial instruments into classes based on their nature and characteristics. The following table shows the carrying amounts and fair values of financial assets and liabilities by category and a reconciliation of the corresponding line items in the statement of financial position.
| Measured at Fair value |
Measured at Amortized cost |
Carrying | |||||||
|---|---|---|---|---|---|---|---|---|---|
| MILLION EURO | Note | Held for trading |
Fair value - hedging instruments |
Designated at fair value through profit or loss |
Available for-sale |
Held-to maturity |
Loans and receivables |
amount in the statement of financial position |
Fair value |
| Assets | |||||||||
| Financial assets | 15 | - | - | - | 15 | - | 1 | 16 | 16 |
| Trade receivables | 7 | - | - | - | - | - | 515 | 515 (1) | |
| Receivables under finance lease | 18 | - | - | - | - | - | 82 | 82 (1) | |
| Other receivables | 19 | - | - | - | - | - | 24 | 24 (1) | |
| Derivative financial instruments: | |||||||||
| Forward exchange contracts used for hedging |
- | - | - | - | - | - | - | ||
| Other forward exchange contracts | 1 | - | - | - | - | - | 1 | 1 | |
| Other swap contracts | 1 | - | - | - | - | - | 1 | 1 | |
| Cash and cash equivalents | 21 | - | - | - | - | 8 (2) | 115 | 123 | 123 |
| TOTAL ASSETS | 2 | - | - | 15 | 8 | 737 | 762 | ||
| Liabilities | |||||||||
| Loans and borrowings | 25 | ||||||||
| EIB-loan | - | - | - | - | - | 84 | 84 | 86 | |
| Other bank liabilities | - | - | - | - | - | 56 | 56 | 58 | |
| Debenture | - | - | - | - | - | 41 | 41 | 44 | |
| Trade payables | 7 | - | - | - | - | - | 206 | 206 (1) | |
| Other payables | 28 | - | - | - | - | - | 46 | 46 (1) | |
| Derivative financial instruments: | |||||||||
| Swap contracts used for hedging | - | 13 | - | - | - | - | 13 | 13 | |
| Forward contracts used for hedging | - | 1 | - | - | - | - | 1 | 1 | |
| Other forward exchange contracts | 3 | - | - | - | - | - | 3 | 3 | |
| TOTAL LIABILITIES | 3 | 14 | - | - | - | 433 | 450 |
(1) The Group has not separately disclosed the fair value of trade and other receivables and the fair value of trade payables and other payables as these assets and liabilities are mainly short-term receivables and payables for which the carrying amount is an approximation of fair value.
(2) The fair value of the financial assets classified as held-to-maturity approximates the carrying amount as the maturity dates are very short.
2016
| Measured at Fair value |
Measured at Amortized cost |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| MILLION EURO | Note | Held for trading |
Fair value - hedging instruments |
Designated at fair value through profit or loss |
Available - for-sale |
Held-to maturity |
Loans and receivables |
Carrying amount in the statement of financial position |
Fair value |
| Assets | |||||||||
| Financial assets | 15 | - | - | - | 8 | - | 2 | 10 | 10 |
| Trade receivables | 7 | - | - | - | - | - | 505 | 505 (1) | |
| Receivables under finance lease | 18 | - | - | - | - | - | 87 | 87 (1) | |
| Other receivables | 19 | - | - | - | - | - | 13 | 13 (1) | |
| Derivative financial instruments: | |||||||||
| Forward exchange contracts used for hedging |
- | 1 | - | - | - | - | 1 | 1 | |
| Swap contracts used for hedging | - | 2 | - | - | - | - | 2 | 2 | |
| Other forward exchange contracts | 1 | - | - | - | - | - | 1 | 1 | |
| Cash and cash equivalents | 21 | - | - | - | - | 10 (2) | 119 | 129 | 129 |
| TOTAL ASSETS | 1 | 3 | - | 8 | 10 | 726 | 748 | ||
| Liabilities | |||||||||
| Loans and borrowings | 25 | ||||||||
| EIB-loan | - | - | - | - | 58 | 58 | 60 | ||
| Other bank liabilities | - | - | - | - | 11 | 11 | 13 | ||
| Debenture | - | - | - | - | 42 | 42 | 44 | ||
| Trade payables | 7 | - | - | - | - | 225 | 225 (1) | ||
| Other payables | 28 | - | - | - | - | 11 | 11 (1) | ||
| Derivative financial instruments: | |||||||||
| Forward exchange contracts used for hedging |
- | 3 | - | - | - | - | 3 | 3 | |
| Other forward exchange contracts | 3 | - | - | - | - | - | 3 | 3 | |
| Other swap contracts | 2 | - | - | - | - | - | 2 | 2 | |
| TOTAL LIABILITIES | 5 | 3 | - | - | - | 347 | 355 |
(1) The Group has not separately disclosed the fair value of trade and other receivables and the fair value of trade payables and other payables as these assets and liabilities are mainly short-term receivables and payables for which the carrying amount is an approximation of fair value.
(2) The fair value of the financial assets classified as held-to-maturity approximates the carrying amount as the maturity dates are very short.
Significant methods and assumptions used in estimating the fair values of financial instruments are as follows.
Investments in equity securities, other than associates, are classified as available-for-sale and are stated at fair value, except for unquoted equity instruments whose fair value cannot be estimated reliably. The fair value of availablefor-sale financial assets is determined by reference to their quoted market price at the reporting date.
The fair value of forward exchange contracts and swap contracts is valued using observable forward exchange rates and yield curve data at reporting date.
The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date. The fair value of trade and other receivables and trade and other payables is not disclosed as it relates to short-term receivables and payables for which their carrying amount is a reasonable
approximation of fair value. The fair value of lease receivables is based on the present value of future minimum lease receivables discounted at a market rate of interest for similar assets.
Fair value is calculated based on the present value of future principal and interest cash flows, discounted at market rates of interest at the reporting date. The fair value of the debenture is the quoted market price at the reporting date. The fair value for the current bank liabilities approximates nominal amounts excluding transaction costs, as drawdowns are made for short periods.
Fair value measurements related to financial instruments carried at fair value are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements.
The fair value hierarchy has following levels:
| December 31, 2015 | December 31, 2016 | |||||||
|---|---|---|---|---|---|---|---|---|
| Fair value hierarchy | Fair value hierarchy | |||||||
| MILLION EURO | level 1 | level 2 | level 3 | level 1 | level 2 | level 3 | ||
| A. Available-for-sale financial assets | ||||||||
| Carried at fair value | 15 | - | - | 8 | - | - | ||
| B. Financial assets/liabilities carried at fair value through profit or loss | ||||||||
| B.1. Classified as held for trading | ||||||||
| Derivatives not part of a designated hedging relationship: | ||||||||
| Assets | - | 2 | - | - | 1 | - | ||
| Liabilities | - | (3) | - | - | (5) | - | ||
| B.2. Designated at fair value through profit or loss | - | - | - | - | - | - | ||
| C. Fair value - hedging instruments | ||||||||
| Forward exchange contracts designated as hedge of a net investment: | ||||||||
| Assets | - | - | - | - | - | - | ||
| Liabilities | - | (1) | - | - | - | - | ||
| Swap contracts designated as cash flow hedges: | ||||||||
| Assets | - | - | - | - | 2 | - | ||
| Liabilities | - | (13) | - | - | - | - | ||
| Forward exchange contracts designated as cash flow hedges: | ||||||||
| Assets | - | - | - | - | 1 | - | ||
| Liabilities | - | - | - | - | (3) | - |
| 2015 | ||||||
|---|---|---|---|---|---|---|
| MILLION EURO | Loans and receivables |
Held-to-maturity Investments |
Available-for sale financial assets |
Derivatives | Financial liabilities carried at amortized cost |
TOTAL |
| Interest income | 2 | - | - | 1 | - | 3 |
| Interest expense | - | - | - | (4) | (13) | (17) |
| Finance lease income | 7 | - | - | - | - | 7 |
| Impairment charges | (5) | - | - | - | - | (5) |
| Income from reversal of impairment losses | 3 | - | - | - | - | 3 |
| Change in fair value of financial instruments not part of a hedging relationship |
- | - | - | (2) | - | (2) |
| Net result from ineffectiveness of hedging instruments designated as cash flow hedges |
- | - | - | - | - | - |
| 2016 | ||||||
|---|---|---|---|---|---|---|
| MILLION EURO | Loans and receivables |
Held-to-maturity Investments |
Available-for sale financial assets |
Derivatives | Financial liabilities carried at amortized cost |
TOTAL |
| Interest income | 1 | - | - | 2 | - | 3 |
| Interest expense | - | - | - | (5) | (9) | (14) |
| Finance lease income | 6 | - | - | - | - | 6 |
| Impairment charges | (9) | - | - | - | - | (9) |
| Income from reversal of impairment losses | 2 | - | - | - | - | 2 |
| Change in fair value of financial instruments not part of a hedging relationship |
- | - | - | (3) | - | (3) |
| Net result from ineffectiveness of hedging instruments designated as cash flow hedges |
- | - | - | - | - | - |
The following table gives an overview of the major expenses classified by nature.
| MILLION EURO | Note | 2015 | 2016 |
|---|---|---|---|
| Cost of raw materials, goods purchased for resale and production related costs | 1,142 | 1,053 | |
| Cost of services purchased | 78 | 78 | |
| Employee benefit expenses | 24 | 890 | 870 |
| Restructuring expenses | 10 | 17 | 38 |
| Amortization & depreciation | 13/14 | 60 | 57 |
| Impairment losses on intangible assets & property, plant and equipment | 13/14 | 1 | 15 |
| Write-downs of inventories | 16 | 21 | 16 |
| Impairment losses on loans and receivables | 10 | 5 | 9 |
Cost of raw materials, goods purchased for resale and production related costs cover the total amount on third party supplies (including purchases of electricity and other utilities) to the extent reflected in the cost of sales as comprised in profit or loss for the year.
Cost of services purchased cover the external preliminary work for the processing or manufacturing of products and projects on behalf of the Company to the extent reflected in the cost of sales as comprised in profit or loss for the year.
Employee benefit expenses in 2016 amounted to 870 million Euro compared to 890 million Euro in 2015. In 2016, the decrease by 97 of the average number of employees (full-time equivalent) has resulted in a decrease of the employee benefit expenses, which has been reinforced by a positive currency impact. More detail on the breakdown of employee benefit expenses can be found in note 24.
The average number of employees in full-time equivalent heads for 2016 amounted to 10,329 (2015: 10,426). Classified per corporate function, this average comprising permanent and temporary contracts can be presented as follows:
| 2015 | 2016 | |
|---|---|---|
| Manufacturing/Engineering | 3,124 | 3,094 |
| Research & Development | 1,408 | 1,396 |
| Sales & Marketing/Service | 4,094 | 4,104 |
| Administration | 1,800 | 1,735 |
| TOTAL | 10,426 | 10,329 |
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Exchange gains on operating activities net of changes in fair value of derivative financial instruments not part of a hedging relationship |
62 | 47 |
| Recharge to customer | 14 | 10 |
| Reversal of unutilized provisions recognized in previous years | 8 | 2 |
| Reversal of impairment losses on loans and receivables | 3 | 2 |
| Finance lease income | 7 | 6 |
| Gains from curtailments and settlements of defined benefit plans | 1 | - |
| Impact remeasurements long term disabilility plan US | 2 | - |
| Gains on the sale of non-current assets held for sale (see note 22) | - | 10 |
| Gains on the sale of property, plant & equipment | 4 | 2 |
| Other income | 9 | 19 |
| TOTAL | 110 | 98 |
Income from recharge to customers mainly reflects the recharge of freight and research and development expenses.
Finance lease income mainly comprises interest income and income from the sale of receivables under finance lease.
In 2015, a restructuring took place in a foreign operation in France that resulted in a curtailment gain amounting to 1 million Euro.
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Exchange losses on operating activities net of changes in fair value of derivative financial instruments not part of a hedging relationship |
69 | 45 |
| Restructuring expenses | 17 | 38 |
| Impairment losses on loans and receivables | 5 | 9 |
| Provisions | 6 | 4 |
| Bank charges | 3 | 4 |
| Operating and finance lease expenses | 1 | - |
| Impact remeasurements long term disabilility plan US | - | 1 |
| Loss on settlements Pensionplan US and Canada | - | 6 |
| Other expenses | 24 | 30 |
| TOTAL | 125 | 137 |
In 2016, the Group has recorded restructuring expenses of 38 million Euro (2015: 17 million Euro) of which 16 million Euro (2015: 16 million Euro) relates to employee termination costs and 22 million Euro to non-employee related costs (2015: 1 million Euro).
The costs mainly related to the intended closure of the printing plate factory in Vallese, Italy and the decision to exit the contrast media market.
An explanation on the loss of settlements related to the pension plans in US and Canada can be found in note 24.
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Interest income | ||
| on bank deposits | 2 | 1 |
| TOTAL INTEREST INCOME | 2 | 1 |
| Interest expense on financial liabilities measured at amortized cost | ||
| on bank loans | (8) | (7) |
| on debentures | (5) | (2) |
| TOTAL INTEREST EXPENSE | (13) | (9) |
| Other finance income | ||
| Exchange gains on non-operating activities net of changes in fair value of derivative financial instruments not part of a hedging relationship |
5 | 11 |
| Financial assets at fair value through profit or loss | ||
| Held for trading | 1 | 2 |
| Available-for-sale financial assets | ||
| Gains on the sale of available-for-sale financial assets | - | 1 |
| Other | 8 | - |
| TOTAL OTHER FINANCE INCOME | 14 | 14 |
| Other finance expense | ||
| Net periodic pension cost treated as other finance income (expense) and interest portion on other interest-bearing provisions (1) |
(29) | (32) |
| Exchange losses on non-operating activities net of change in fair value of derivative financial instruments not part of a hedging relationship |
(12) | (7) |
| Exchange differences on disposal of foreign operations reclassified to profit or loss | (20) | (8) |
| Financial assets at fair value through profit or loss | ||
| Held for trading | (4) | (5) |
| Other | (12) | (5) |
| TOTAL OTHER FINANCE EXPENSE | (77) | (57) |
| NET FINANCE COSTS | (74) (2) | (51) (2) |
(1) The interest portion of other interest-bearing provisions primarily comprises the allocation of interest on provisions for pre-retirement.
(2) The above finance income and finance costs include the following interest income and expense in respect of assets ( liabilities) not at fair value through profit or loss.
Total interest income on financial assets 2 1 Total interest expense on financial liabilities (13) (9)
The breakdown of the income tax expenses by origin is as follows:
| MILLION EURO | 2015 | 2016 | |
|---|---|---|---|
| Taxes paid or accrued | |||
| Related to this year | 20 | 27 | |
| Related to prior years | (23) | (1) | |
| Total taxes paid or accrued | (3) | 26 | |
| Deferred tax expense (income) | |||
| From temporary differences | 7 | 3 | |
| From tax loss carryforwards and tax credits | 12 | 6 | |
| Total deferred tax expense (income) | 19 | 9 | |
| Income tax expense | 16 | 35 |
For some of the Group's entities, the tax audit over prior years resulted in a positive settlement during 2015. For 2016, the Group re-assessed the tax audit risk for the open tax years and made adequate accruals.
Further information on the major components of tax expense (income) is provided in the table reflecting the reconciliation between the theoretical tax rate and the effective tax rate in note 12.3.4.
Current income tax assets amount to 64 million Euro (2015: 64 million Euro) and current income tax liabilities amount to 56 million Euro (2015: 60 million Euro).
Current income tax for current and prior periods are, to the extent unpaid, recognized as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognized as an asset.
The Group is subject to income taxes in numerous jurisdictions. Uncertainties exist with respect to the interpretations of complex tax regulations in the respective countries. The Group establishes accruals for anticipated tax audit issues based on reasonable estimates of whether additional taxes will be due, considering various factors such as experience with previous tax audits and differing legal interpretations by the taxable entity and the responsible tax authority. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate adjustments to tax income and expense in future periods.
The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors as explained above.
Current income tax assets are offset against current income tax liabilities when they relate to taxes levied by the same taxation authority and are intended to be settled on a net basis.
Deferred tax assets are the amounts of income taxes recoverable in future periods in respect of deductible temporary differences, the carry-forward of unused tax losses and the carry-forward of unused tax credits.
Deferred tax liabilities are the amounts of income taxes payable in future periods in respect of taxable temporary differences.
Deferred tax assets and liabilities are attributable to the following items:
| December 31, 2015 | December 31, 2016 | |||||
|---|---|---|---|---|---|---|
| MILLION EURO | Assets | Liabilities | Net | Assets | Liabilities | Net |
| Intangible assets and goodwill | 58 | 29 | 29 | 52 | 24 | 28 |
| Property, plant and equipment | 8 | 19 | (11) | 11 | 18 | (7) |
| Investments in associates and non-current financial assets | - | - | - | - | - | - |
| Inventories | 22 | 2 | 20 | 22 | 5 | 17 |
| Receivables | 3 | 1 | 2 | 4 | 3 | 1 |
| Provisions and liabilities for post-employment benefits | 27 | 3 | 24 | 36 | 3 | 33 |
| Other current assets & other liabilities | 4 | 1 | 3 | 1 | 1 | - |
| Deferred tax assets and liabilities related to temporary differences | 122 | 55 | 67 | 126 | 54 | 72 |
| Tax loss carry-forwards | 61 | - | 61 | 55 | - | 55 |
| Excess tax credits | 3 | - | 3 | 3 | - | 3 |
| Deferred tax assets/liabilities | 186 | 55 | 131 | 184 | 54 | 130 |
| Set off of tax | (34) | (34) | - | (35) | (35) | - |
| Net deferred tax assets/liabilities | 152 | 21 | 131 | 149 | 19 | 130 |
The movement in temporary differences during 2015-2016 is disclosed in note 12.4.
Deferred tax assets and deferred tax liabilities are offset if they relate to income taxes levied by the same taxation authority.
Deferred tax assets are recognized where it is sufficiently probable that taxable income will be available in the future to enable the deductible temporary differences, tax loss carry forwards and tax credits to be utilized. The Group's management regularly assesses the recoverability of its deferred tax assets, mainly based on the long-term business plans for the operating segments Agfa Graphics and Agfa HealthCare and considering historical profitability and projected future taxable income of the individual consolidated entities that are involved. Other parameters such as the expected timing of the
reversals of existing temporary differences and tax planning strategies are considered as well in this assessment. Material changes to business plans and/or business (goods and services) flows impacting the taxable profit or loss of certain entities of the Group may influence the realization of deferred tax assets. Differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate reversing certain deferred tax assets resulting in an increase of the Group's effective tax rate.
Deferred tax assets have not been recognized in respect of 'tax loss carry forwards', 'tax credits' and 'temporary differences' for the amounts stated hereafter because it is not probable that future taxable profit will be available against which the Group can utilize the benefits there from:
The remeasurements of the net defined benefit liability (IAS 19R) has a significant effect on the unrecognized deferred tax assets in respect of temporary differences. The impact is situated in entities of the Group for which the Group's management estimated that it is not sufficiently probable that the related tax benefit would be realized. The unrecognized deferred tax assets related to the impact of the 2011 amendment of IAS 19 and the subsequent remeasurements of the net defined liability amount to 193 million Euro and would impact OCI when recognized.
The deferred tax asset impact on unused temporary
differences, tax losses and tax credits expires as follows:
| MILLION EURO | Temporary differences |
Tax losses | Tax credits | TOTAL |
|---|---|---|---|---|
| Expiry in: | ||||
| 2017 | - | 4 | 2 | 6 |
| 2018 | - | 1 | 13 | 14 |
| 2019 | - | - | - | - |
| 2020 | - | - | - | - |
| 2021 | - | - | - | - |
| after | - | 12 | 2 | 14 |
| No expiry | 285 | 233 | 18 | 536 |
| TOTAL | 285 | 250 | 35 | 570 |
| MILLION EURO | |
|---|---|
| Profit (loss) before income taxes | 87 |
| Income tax expense | 16 |
| Tax rate | 18.39% |
| MILLION EURO | |
|---|---|
| Profit (loss) before income taxes | 87 |
| Theoretical income tax expense (income) | 25 |
| Theoretical tax rate (1) | 28.74% |
| Disallowed items | 4 |
| Impact of tax credits and other deductions from tax basis | (9) |
| Tax losses of the year for which no deferred tax asset has been recorded | 16 |
| Reclassification from translation reserve to profit or loss | 6 |
| Impact of non-taxable reversal of deferred tax balances recorded in previous years, primarily related to trade credits | 3 |
| Reversal of deductible temporary differences for which no deferred tax asset had been recognized | (6) |
| Net tax income due to the re-assessment of tax provisions | (5) |
| Net tax income due to tax audits | (16) |
| Other | (2) |
| Income tax expense | 16 |
| Effective tax rate | 18.39% |
(1) The theoretical tax rate is the weighted average tax rate of the Company and all subsidiaries included in the consolidation.
| MILLION EURO | |
|---|---|
| Profit (loss) before income taxes | 115 |
| Income tax expense | 35 |
| Tax rate | 30.43% |
| MILLION EURO | |
|---|---|
| Profit (loss) before income taxes | 115 |
| Theoretical income tax expense (income) | 33 |
| Theoretical tax rate (1) | 28.70% |
| Disallowed items | 6 |
| Impact of tax credits and other deductions from tax basis | (10) |
| Tax losses of the year for which no deferred tax asset has been recorded | 13 |
| Tax losses used this year for which no deferred tax asset was recorded | (37) |
| Tax income recorded on losses of previous years | (7) |
| Tax expense due to taxation of previously non taxable reserves | 45 |
| Reclassification from translation reserve to profit or loss | 3 |
| Reversal of deductible temporary differences for which no deferred tax asset had been recognized | (15) |
| Witholding taxes | 4 |
| Income tax expense | 35 |
| Effective tax rate | 30.43% |
(1) The theoretical tax rate is the weighted average tax rate of the Company and all subsidiaries included in the consolidation.
During 2016 there were no changes in the applicable tax rates compared to the previous accounting period which materially impacted the income tax expense (income).
| MILLION EURO | December 31, 2014 | consolidation scope Change in |
in profit or loss Recognized |
Recognized in other comprehensive income |
Translation reserves | December 31, 2015 | consolidation scope Change in |
in profit or loss Recognized |
Recognized in other comprehensive income |
Translation reserves | December 31, 2016 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Intangible assets and goodwill | 39 | (2) | (9) | - | 1 | 29 | - | (1) | - | - | 28 |
| Property, plant and equipment | (11) | - | - | - | - | (11) | - | 4 | - | - | (7) |
| Investments in associates and non-current financial assets |
2 | - | (2) | - | - | - | - | - | - | - | - |
| Inventories | 10 | - | 7 | - | 3 | 20 | - | (3) | - | - | 17 |
| Receivables | 1 | - | 1 | - | - | 2 | - | (1) | - | - | 1 |
| Provisions and liabilities for post-employment benefits |
31 | - | (5) | (1) | (1) | 24 | - | 1 | 8 | - | 33 |
| Other current assets & other liabilities |
5 | - | 1 | - | (3) | 3 | - | (3) | - | - | |
| Deferred tax assets and liabilities related to temporary differences |
77 | (2) | (7) | (1) | - | 67 | - | (3) | 8 | 72 | |
| Tax loss carry-forwards | 69 | - | (11) | - | 3 | 61 | - | (6) | - | 55 | |
| Excess tax credits | 4 | - | (1) | - | - | 3 | - | - | - | - | 3 |
| Deferred tax assets/liabilities | 150 | (2) | (19) | (1) | 3 | 131 | - | (9) | 8 | 130 |
The deferred tax asset on provisions and liabilities for post-employment benefits which is recognized in other comprehensive income is related to the remeasurements of the net defined benefit liability (IAS 19R). The accounting policy on the deferred tax recognition related to these remeasurements is explained in note 3.7.2.1.
| Intangible assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Indefinite useful lives |
Finite useful lives | |||||||||
| MILLION EURO | Goodwill | Trademarks | development costs Capitalized |
Technology | Contractual customer relationships |
Trademarks | information systems Management |
Industrial property other licences rights and |
Advance payments intangible assets to acquire |
TOTAL |
| Cost at December 31, 2014 | 612 | 17 | 42 | 214 | 107 | 14 | 111 | 67 | - | 1,184 |
| Exchange differences | 7 | - | - | (2) | 1 | - | 4 | 1 | - | 11 |
| Change in consolidation scope | 3 | - | - | 1 | 6 | - | - | - | - | 10 |
| Capital expenditures | - | - | - | - | 1 | - | 1 | 3 | - | 5 |
| Retirements | - | - | - | - | - | - | - | (9) | - | (9) |
| Transfers | - | - | - | - | - | - | 4 | - | - | 4 |
| Cost at December 31, 2015 | 622 | 17 | 42 | 213 | 115 | 14 | 120 | 62 | - | 1,205 |
| Exchange differences | 14 | - | - | 2 | 1 | - | 1 | - | - | 18 |
| Change in consolidation scope | - | - | - | - | - | - | - | - | - | |
| Capital expenditures | - | - | - | - | 3 | - | 1 | 3 | - | 7 |
| Retirements | - | - | - | - | - | - | - | (6) | - | (6) |
| Transfers | - | - | - | - | - | - | 1 | 3 | - | 4 |
| Cost at December 31, 2016 | 636 | 17 | 42 | 215 | 119 | 14 | 123 | 62 | - | 1,228 |
| Accumulated amortization and impairment losses December 31, 2014 |
92 | 4 | 42 | 173 | 82 | 9 | 107 | 60 | - | 569 |
| Exchange differences | 1 | - | - | (2) | 1 | - | 4 | 1 | - | 5 |
| Change in consolidation scope | - | - | - | - | - | - | - | - | - | - |
| Amortization during the year | - | - | - | 5 | 4 | 1 | 3 | 2 | - | 15 |
| Impairment loss during the year | - | - | - | - | - | - | - | - | - | - |
| Retirements | - | - | - | - | - | - | - | (6) | - | (6) |
| Transfers | - | - | - | - | - | - | - | - | - | - |
| Accumulated amortization and impairment losses December 31, 2015 |
93 | 4 | 42 | 176 | 87 | 10 | 114 | 57 | - | 583 |
| Exchange differences | 3 | - | - | 2 | - | - | 2 | - | - | 7 |
| Change in consolidation scope | - | - | - | - | - | - | - | - | - | - |
| Amortization during the year | - | - | - | 4 | 4 | 1 | 3 | 2 | - | 14 |
| Impairment loss during the year | 7 | - | - | - | - | - | - | - | - | 7 |
| Retirements | - | - | - | - | - | - | - | (4) | - | (4) |
| Transfers | - | - | - | - | - | - | - | - | - | - |
| Accumulated amortization and impairment losses December 31, 2016 |
103 | 4 | 42 | 182 | 91 | 11 | 119 | 55 | - | 607 |
| Carrying amount December 31, 2014 | 520 | 13 | 0 | 41 | 25 | 5 | 4 | 7 | - | 615 |
| Carrying amount December 31, 2015 | 529 | 13 | 0 | 37 | 28 | 4 | 6 | 5 | - | 622 |
| Carrying amount December 31, 2016 | 533 | 13 | 0 | 33 | 28 | 3 | 4 | 7 | - | 621 |
In 2016, the capital expenditures for intangible assets amount to 7 million Euro (2015: 5 million Euro). Cash outflows for additions to intangible assets amount to 4 million Euro (2015: 2 million Euro) in the consolidated statement of cash flows. The difference of 3 million Euro (2015: 3 million Euro) relates to attributed Combined Heat and Power (CHP) certificates and emission rights which did not result in a cash outflow.
As part of the restructuring plan related to the decision to withdraw from the Contrast Media market and the closure of a printing plate factory in the Graphics business segment, individual impairment losses on goodwill have been booked amounting to 7 million Euro (HealthCare business segment: 6 million Euro; Graphics business segment: 1 million Euro).
At year-end 2015 and 2016, the Group has tested its goodwill and intangible assets with indefinite useful lives for impairment. It relates to trademarks with indefinite useful life that are fully attributed to the operating segment Agfa HealthCare. In addition, the Group assessed whether there was an indication of impairment for intangible assets with finite useful lives. These tests did not result in the recording of any impairment loss.
The Group's management has reviewed the appropriateness of the useful lives of its major intangible assets at year-end 2016. This review has not resulted in revised amortization periods. More information on the underlying assumptions of the useful lives is provided in section 13.3 of this note.
For the financial statements of the Group, goodwill is tested for impairment annually and whenever there is an indication of impairment. For the purpose of impairment testing, goodwill is allocated to a cash-generating unit (CGU).
In line with the definition of cash-generating units, the management of the Group has identified the reportable segments as the cash-generating units, i.e. Agfa Graphics, Agfa HealthCare and Agfa Specialty Products. The operating segment is the lowest level within the Group at which the goodwill is monitored for internal management purposes.
The impairment test for goodwill is performed by comparing the carrying amount of each cash-generating unit to its recoverable amount. The recoverable amount of the CGU has been determined based upon a value in use calculation.
The value in use is determined as the present value of estimated future cash flows that are derived from the current long-term planning of the Group. The discount rate used in calculating the present value of the estimated future cash flows, is based on an average market participant's weighted average cost of equity and debt capital (WACC).
The WACC considers a debt/equity ratio for an average market's participant increased with an additional risk premium to the cost of equity. The cost of debt is based on the conditions on which comparable companies can obtain long-term financing.
The discount rate is calculated for each cash-generating unit independently, considering the debt/equity ratio of each peer group. The pre-tax discount rates are derived from the WACC by means of iteration.
It should be noted that the Group's management will react on increased raw material prices by mitigating this impact through sales price adaptations and cost efficiency measures amongst other measures, depending on the size of the price increases of the raw materials and considering currency evolutions and the general market circumstances.
At December 31, 2016, the carrying amount of the CGU Agfa Graphics comprises goodwill of 36 million Euro. At year-end 2016, the Group tested its goodwill of the CGU Agfa Graphics for impairment. Based on the assumptions used, the calculated value in use of the CGU was higher than its carrying amount and no impairment loss was recognized.
The value in use of the CGU Agfa Graphics has been determined based on estimated cash flow projections covering the next five years. The estimated cash flow projections are based upon the strategic business plan formally approved by the Board of Directors.
After the business plan period a terminal value is computed using a growth rate of -2.0% for the prepress business, 2.0% for the inkjet business and 0.0% for the packaging business. These growth rates are derived from respective market information.
The main assumptions used in the annual impairment test are determined by the reportable segment's key management and are based on past performance and management's expectations for the market development.
Key assumptions are:
Sensitivity analyses on changes in key assumptions, i.e. substantially increased raw material prices (silver and aluminum) and WACC changes, have been performed. The sensitivity analysis was based on an increase of the silver and aluminum price and a 100 basis points increase in the weighted average cost of capital. Based upon these sensitivity analyses, management is of the opinion that a reasonable, possible change in these assumptions would not trigger an impairment loss to occur.
At December 31, 2016, the carrying amount of the CGU Agfa HealthCare comprises goodwill of 497 million Euro. At year-end 2016, the Group tested its goodwill of the CGU Agfa HealthCare for impairment.
Based on the assumptions used, the calculated value in use of the CGU was higher than its carrying amount and no impairment loss was recognized.
The value in use of the CGU Agfa HealthCare has been determined based on estimated cash flow projections covering the next five years. The estimated cash flow projections are based upon the strategic business plan formally approved by the Board of Directors.
After five years a terminal value is computed using a growth rate in the division Information Technologies (IT Solutions) of 2.01% and a growth rate in the division Imaging Systems of -1.74%. These growth rates are derived from respective market information.
The main assumptions used in the annual impairment test are determined by the reportable segment's key management and are based on past performance and management's expectations for the market development.
Key assumptions are:
Sensitivity analyses on changes in key assumptions, i.e. substantially increased silver prices and WACC changes, have been performed. The sensitivity analysis was based on a substantially increased silver price (+ 8 USD/Troz. over the long term horizon) and a 100 basis point increase in the weighted average cost of capital. These sensitivity analyses have not revealed any risk for impairment loss. Based upon these sensitivity analyses, management is of the opinion that a reasonable, possible change in one of these key assumptions would not trigger an impairment loss to occur.
At December 31, 2016, the carrying amount of the CGU Agfa Specialty Products comprises no goodwill.
At year-end 2015 and 2016, the Group has tested its intangible assets with indefinite useful lives for impairment. It relates to trademarks with indefinite useful lives that are fully attributed to the operating segment Agfa HealthCare. These tests did not result in the recording of any impairment loss.
The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Group. Acquired technology and customer relationships are the most crucial recognized intangible assets with finite useful lives for the Group.
For acquired technology, the estimation of the remaining useful life is based on the analysis of factors such as typical product life cycles in the industry and technological and commercial obsolescence arising mainly from expected actions by competitors or potential competitors.
At December 31, 2016, the net carrying amount of the Group's acquired technology amounted to 33 million Euro (2015: 37 million Euro). The Group's acquired technology has an estimated weighted average remaining useful life of approximately eight years. The useful lives are periodically reviewed and revised if necessary.
For acquired contractual customer relationships, the estimated remaining useful life is assessed by reference to customer attrition rates. For the estimation of appropriate customer attrition rates, the Group assesses the probability that existing contracts will be renegotiated.
For the assessment of the probability that existing contracts can be renegotiated, demand as well as competition and other factors such as technological lock-in and related sunk costs are of importance.
At December 31, 2016, the net carrying amount of the Group's acquired contractual customer relationships amounted to 28 million Euro (2015: 28 million Euro).
The Group's acquired contractual customer relationships have an estimated weighted average remaining useful life of approximately eight years. The useful lives are periodically reviewed and revised if necessary.
While the Group believes that the assumptions (such as attrition rates and product life cycles) used for the determination of the useful lives of aforementioned intangibles are appropriate, significant differences in actual experience would affect the Group's future amortization expense.
| Land, buildings and |
Machinery and technical |
Furniture, fixtures and |
Construction in progress and advance payments to vendors and |
||
|---|---|---|---|---|---|
| MILLION EURO | infrastructure | equipment | other equipment | contractors | TOTAL |
| Cost at December 31, 2014 | 360 | 1,529 | 212 | 15 | 2,116 |
| Exchange differences | 4 | 17 | (1) | - | 20 |
| Change in consolidation scope | - | - | - | - | - |
| Capital expenditures | 1 | 11 | 12 | 13 | 37 |
| Retirements | (13) | (29) | (10) | - | (52) |
| Transfers | (7) | 7 | 1 | (14) | (13) |
| Cost at December 31, 2015 | 345 | 1,535 | 214 | 14 | 2,108 |
| Exchange differences | 2 | 1 | 3 | - | 6 |
| Change in consolidation scope | - | - | - | - | - |
| Capital expenditures | 3 | 10 | 15 | 13 | 41 |
| Retirements | (9) | (54) | (21) | (1) | (85) |
| Transfers | 17 | (13) | 2 | (11) | (5) |
| Cost at December 31, 2016 | 358 | 1,479 | 213 | 15 | 2,065 |
| Accumulated depreciation and impairment losses December 31, 2014 |
274 | 1,418 | 190 | - | 1,882 |
| Exchange differences | 2 | 17 | - | - | 19 |
| Change in consolidation scope | - | - | - | - | - |
| Depreciation during the year | 7 | 28 | 10 | - | 45 |
| Impairment loss during the year | - | 1 | - | - | 1 |
| Retirements | (12) | (29) | (8) | - | (49) |
| Transfers | (4) | - | - | - | (4) |
| Accumulated depreciation and impairment losses December 31, 2015 |
267 | 1,435 | 192 | - | 1,894 |
| Exchange differences | 1 | - | 2 | - | 3 |
| Change in consolidation scope | - | - | - | - | - |
| Depreciation during the year | 7 | 24 | 12 | - | 43 |
| Impairment loss during the year | 4 | 4 | - | - | 8 |
| Retirements | (8) | (53) | (20) | - | (81) |
| Transfers | 10 | (10) | - | - | - |
| Accumulated depreciation and impairment losses December 31, 2016 |
281 | 1,400 | 186 | - | 1,867 |
| Carrying amount December 31, 2014 | 86 | 111 | 22 | 15 | 234 |
| Carrying amount December 31, 2015 | 78 | 100 | 22 | 14 | 214 |
| Carrying amount December 31, 2016 | 77 | 80 | 26 | 15 | 198 |
In 2016, capital expenditure for property, plant and equipment amount to 41 million Euro (2015: 37 million Euro), of which 13 million Euro (2015: 13 million Euro) relates to construction in progress mainly for production efficiency, maintenance and IT-related projects in Belgium, France, Germany, UK and China. Cash outflows for addition to property, plant and equipment amount to 40 million Euro in the consolidated statement of cash flows. The difference of 1 million Euro relates to assets transferred from inventory which did not result in a cash outflow.
The Group, as lessor, included assets subject to operating leases in its statement of financial position under the caption 'Other Equipment'. At the end of December 2016, the assets subject to operating leases have a total net carrying amount of 7 million Euro (2015: 2 million Euro). The future minimum lease income under non-cancellable operating leases is presented in note 29.
During 2015, an amount of 5 million Euro was transferred from land, buildings and infrastructure to non-current assets held for sale. More information is provided in note 22.
As part of the restructuring plan related to the closure of the Italian printing plate factory in Agfa Graphics, impairment losses on buildings, infrastructure, machinery and technical equipment have been booked amounting to 7 million euro.
During 2016, the Group acquired 26.4 % equity stake in the company My Personal Health Record Express Inc. (MphRx) in order to strengthen its position in the Integrated Care market. The entry in the Integrated Care market is part of Agfa HealthCare's long term strategy to expand its offering for HealthCare IT on the global market.
For the acquisition of the 26.4% stake in MphRx, US-Indian based company, the Group has paid 6 million Euro. The investment in the associate is measured using the equity method. During 2016, the Group has recognized losses amounting to 0.5 million Euro in relation to its interest in this associate.
During 2016, the investment in PlanOrg Informatik Gmbh was sold.
The following table discloses the carrying amount and share of profit or loss and Other Comprehensive Income and summarized financial information of associates:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Carrying amount of investment in PlanOrg Informatik Gmbh | 1 | - |
| Carrying amount of investment in MphRx, including goodwill | - | 6 |
| Net loss after taxes of MphRx | - | (2) |
| Group's share of result of associated companies - net of tax (26.4%) | - | (0.5) |
| Other Comprehensive Income of MphRx | - | - |
| Group's share of Other Comprehensive Income | - | - |
| of associated companies (26.4%) | ||
| Summarized financial information of MphRx | ||
| Current assets | - | 4 |
| Equity | - | 4 |
| Group's share of equity (26.4%) | - | 1 |
| Goodwill included in carrying amount of investment in MphRx | - | 5 |
| Carrying amount of investment in MphRx | - | 6 |
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Available-for-sale financial assets | 15 | 8 |
| Loans and receivables | 1 | 2 |
| TOTAL | 16 | 10 |
At December 31, 2016, available-for-sale financial assets comprise investments in a quoted company carried at fair value with changes in fair value recognized in equity. In the course of 2016, the investment in a fixed income investment fund was sold.
At December 31, 2015, available-for-sale financial assets comprise investments in quoted companies and an investment in a fixed income investment fund. The financial assets are carried at fair value with changes in fair value recognized in equity.
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Raw materials and auxiliaries | 69 | 70 |
| Work in progress & semi-finished goods | 121 | 107 |
| Finished goods | 47 | 39 |
| Goods purchased for resale including spare parts | 213 | 201 |
| Inventory in transit & other inventory | 62 | 66 |
| TOTAL | 512 | 483 |
In 2016, inventories are written down to net realizable value for an amount of 16 million Euro (2015: 21 million Euro). These write-downs relate to obsolete, damaged or expired inventory. The cost of those inventory items has been fully written down. As a consequence the Group has no inventory carried at fair value less cost to sell at December 31, 2016.
Write-downs of inventories are included in cost of sales in the consolidated statement of profit or loss.
Other tax receivables amount to 25 million Euro (2015: 26 million Euro) and other tax liabilities amount to 37 million Euro (2015: 45 million Euro).
Other tax receivables and liabilities relate to other tax, such as VAT and other indirect taxes.
Other tax receivables are offset against other tax liabilities when they relate to taxes levied by the same taxation authority and are intended to be settled on a net basis.
Lease agreements in which the other party, as lessee, is to be regarded as the economic owner of the leased assets give rise to accounts receivable in the amount of the discounted future lease payments. These receivables amounted to 88 million Euro as of December 31, 2016 (2015: 84 million Euro) and will bear interest income until their maturity dates of 10 million Euro (2015: 8 million Euro). As of December 31, 2016, the impairment losses on the receivables under finance leases amounted to 1 million Euro (2015: 2 million Euro).
The receivables under finance leases are as follows:
| 2015 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| MILLION EURO | Total future payments |
Unearned interest income |
Present value |
Total future payments |
Unearned interest income |
Present value |
|
| Not later than one year | 38 | 4 | 34 | 35 | 4 | 31 | |
| Between one and five years | 53 | 4 | 49 | 61 | 6 | 55 | |
| Later than five years | 1 | - | 1 | 2 | - | 2 | |
| TOTAL | 92 | 8 | 84 | 98 | 10 | 88 | |
| Impairment losses | (2) | (1) | |||||
| Receivables under finance leases | 82 | 87 |
The Group leases out its commercial equipment under finance leases mainly via Agfa Finance (i.e. Agfa Finance NV, its subsidiaries, Agfa Finance Corp. and Agfa Finance Inc.) and via Agfa sales organizations in New Zealand and Australia.
At the inception of the lease, the present value of the minimum lease payments generally amounts to at least 90% of the fair value of the leased assets.
The major part of the leases concluded with Agfa Finance typically run for a non-cancellable period of four years. The contracts generally include an option to purchase the leased equipment after that period at a price that generally lies between 2% and 5% of the gross investment at the inception of the lease.
Sometimes, the fair value of the leased asset is paid back by means of a purchase obligation for consumables at a value higher than its market value, in such a way that this markup is sufficient to cover the amount initially invested by the lessor. In these types of contracts the mark-up and or the lease term can be subject to change.
Agfa Finance offers its products via its subsidiaries in France and Italy and its branches in Europe (Spain, Switzerland, Benelux, Germany, UK and the Nordic countries), via Agfa Finance Corp. in the US and Agfa Finance Inc. in Canada. As of December 31, 2016, the present value of the total future lease payments after
impairment losses for Agfa Finance amounted to 87 million Euro (2015: 82 million Euro).
Agfa sales organizations in Australia and New Zealand offer customer financing of graphical equipment with an average remaining term of 12 months. As of December 31, 2016, the present value of the total future lease payments before impairment losses for these sales organizations amounted to 1 million Euro (2015: 2 million Euro).
During 2016, the Group has sold receivables under finance lease amounting to 3 million Euro (2015: 6 million Euro).
Other receivables as presented in the statement of financial position amounted to 13 million Euro (2015: 24 million Euro) and comprise uninstalled leases 6 million Euro (2015: 9 million Euro), payroll receivables 2 million Euro (2015: 2 million Euro) and other 5 million Euro (2015: 13 million Euro).
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Other receivables | ||
| Uninstalled leases (1) | 9 | 6 |
| Payroll receivables | 2 | 2 |
| Other receivables | 13 | 5 |
| TOTAL | 24 | 13 |
(1) Leased equipment not yet installed at the client's premises.
Other non-current and current assets can be presented as follows:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Non-current | ||
| Multi year service contracts (strategic suppliers) | 4 | 13 |
| Total non-current | 4 | 13 |
| Current | ||
| Multi year service contracts (strategic suppliers) | 16 | 21 |
| Advances on costs (mainly related customs broker) | 6 | 7 |
| Guarantees and deposits | 6 | 6 |
| Other | 12 | 11 |
| Total current | 40 | 45 |
| TOTAL | 44 | 58 |
The reconciliation of cash and cash equivalents with its corresponding items in the statement of financial position can be presented as follows:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Marketable securities and other instruments | 8 | 10 |
| Cash on hand, demand deposits and checks | 115 | 119 |
| Cash collateral derivative financial instruments (metal swaps) | 9 | - |
| Other cash on hand, demand deposits and checks | 106 | 119 |
| Total cash and cash equivalents as reported in the consolidated statement of financial position |
123 | 129 |
| Accounts receivable under cash management agreements (reported under other receivables) |
- | - |
| Liabilities under cash management agreements (reported under other payables) |
(1) | (2) |
| Total cash and cash equivalents as reported in the consolidated statement of cash flows |
122 | 127 |
The 2015 non-current assets, classified as held for sale, related to the planned sale of the site of the closed offset printing plate factory in Banwol, South Korea, belonging to the Agfa Graphics segment. The sale of these assets took place in 2016.
Related land, buildings and infrastructure were measured at their carrying amount at December 31, 2015, which was lower than the fair value less costs to sell. The gain on the sale of non-current assets held for sale amounted to 10 million Euro. This gain is included in other operating income (see note 9).
The various components of Equity and the changes therein from January 1, 2015 to December 31, 2016 are presented in the Consolidated Statements of Changes in Equity.
At December 31, 2016, the issued capital of the Company amounts to 187 million Euro, represented by 171,851,042 fully paid ordinary shares.
The reserve for the Company's own shares comprises the cost of the Company's shares held by the Group. At December 31, 2016, the Group held 4,099,852 (2015: 4,099,852) of the Company's shares.
The revaluation reserve mainly comprises the revaluation of the Group's investment in Digital Illustrate Inc. classified as availablefor-sale financial asset.
As of December 31, 2016, the hedging reserve comprises the effective portion of the cumulative net change in fair value of metal swap agreements and foreign exchange contracts designated as cash flow hedges.
During 2015 and 2016, the Group concluded a number of metal swap agreements with an investment bank. These swap agreements have been designated as 'cash flow hedges'; hedging the Group's exposure to fluctuations in commodity prices related to highly probable forecasted purchases of commodities. It relates to commodity contracts that were entered into and continue to be held for the purpose of the receipt of commodities in accordance with the Group's expected usage requirements. The portion of the gain or loss on the swap contracts that is
determined to be an effective hedge is recognized directly in other comprehensive income (December 31, 2016: 2 million Euro, December 31, 2015: minus 14 million Euro).
In the course of 2016, the Group designated foreign exchange contracts as 'cash flow hedges' of its foreign currency exposure in Pound Sterling, US Dollar and Chinese Renminbi related to highly probable forecasted revenue over the following 12 months. During 2015, the Group designated foreign exchange contracts as 'cash flow hedges' of its foreign currency exposure in Pound Sterling related to highly probable forecasted revenue over the following 12 months.
The portion of the gain on the forward exchange contracts that is determined to be an effective hedge is recognized directly in other comprehensive income (December 31, 2016: minus 1 million Euro, December 31, 2015: 0 million Euro).
Remeasurements of the net defined benefit liability comprise both the impact of the first time adoption of the 2011 amendment of IAS 19 and all subsequent remeasurements of the net defined benefit liabilities.
Remeasurements of the net defined benefit liability primarily relate to actuarial gains and losses and return on plan assets, excluding the amounts included in net interest on the net defined benefit liabilities.
The evolution for the year 2016 is as follows:
| MILLION EURO | Dec. 31, 2015 | Remeasurement of the net defined benefit liability |
Tax impact |
Dec. 31, 2016 |
|---|---|---|---|---|
| Note 24.3.3 | Note 12.4 | |||
| Remeasurement of the net defined benefit liability | ||||
| Related to material countries | (824) | (140) (1) | 8 | (956) |
| Related to non-material countries | (17) | (3) | - | (20) |
| TOTAL | (841) | (143) | 8 | (976) |
(1) Of which (4) million Euro relates to a change in accounting estimates related to defined contribution plans with return guaranteed by law.
The movement of the year, net of tax amounts is a decrease of 135 million Euro. Deferred taxes related to the effects of remeasurements are also recognized in other comprehensive income. The tax effect is further explained in note 12.4.
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of financial instruments that hedge the Company's net investment in a foreign subsidiary. Until May 2016, the Group utilized forward exchange contracts to hedge the foreign currency exposure of the Group's net investment in one of its subsidiaries in the United States (note 7.1.3). As from May 2016, the Group has revoked the designation of the hedge. The gain on the hedging instrument relating to the effective portion of the hedge that was recognized in Other Comprehensive Income (December 31, 2016: 10 million Euro, December 31, 2015: 7 million Euro) shall be reclassified from equity to profit or loss on the disposal of the foreign operation. During 2016, an amount of 8 million Euro was reclassified
from translation reserve to financial result on disposal of a foreign operation, being the abandonment of operating activities in Venezuela. During 2015, an amount of 20 million Euro was reclassified from translation reserve to financial result on disposal of two foreign operations, being the closure of two production facilities for which a restructuring expense amounting to 8 million Euro was booked in 2015.
In 2015, no dividend has been paid out based on the decision of the General Assembly of Shareholders of Agfa-Gevaert NV on May 12, 2015. In 2016, no dividend has been paid out based on the decision of the General Assembly of Shareholders of Agfa-Gevaert NV on May 10, 2016. For 2017, no dividend has been recommended by the Board of Directors.
Non-controlling interests have a material interest in seven subsidiaries of the Group in greater China and the ASEAN region (December 31, 2016: 36 million Euro, December 31, 2015: 39 million Euro). In Europe, there are two subsidiaries in which non-controlling interests have an interest that is of minor importance to the Group (December 31, 2016: 1 million Euro, December 31, 2015: 1 million Euro).
In greater China and the ASEAN region, the Group and its business partner Shenzhen Brother Gao Deng Investment Group Co., Ltd combined as of 2010 their activities aiming at reinforcing the market position in this region. Shenzhen Brother Gao Deng Investment Group Co., Ltd has a 49% stake in Agfa Graphics Asia Ltd., the holding company of the combined operations of both parties.
The subsidiaries of Agfa Graphics Asia Ltd. are
Based on the current governance structure, the Group has determined that it has control over these subsidiaries. At December 31, 2016, the accumulated amount of noncontrolling interests attributable to Shenzhen Brother Gao Deng Investment Group Co., Ltd amounts to 36 million Euro. The profit allocated to non-controlling interests of this business partner amounts to 10 million Euro. Exchange differences on translation of foreign operations attributable to non-controlling interests decreased with 2 million Euro during 2016.
In the course of 2016, dividends due to Shenzhen Brother Gao Deng Investment Group Co., Ltd (2016: 12 million Euro, 2015: 25 million Euro) have been paid. In the consolidated statements of changes in equity, dividends to Shenzhen Brother Gao Deng Investment Group Co., Ltd are presented at historical rate, being 11 million Euro. The difference between historic rate and average rate (12 million Euro) is presented in Other Comprehensive Income attributable to non-controlling interests (2016: 1 million Euro, 2015: 2 million Euro).
The following table presents financial information for the companies in which the business partner Shenzhen Brother Gao Deng Investment Group Co., Ltd has a non-controlling interest of 49%, prepared in accordance with IFRS. The information is before intercompany eliminations with other companies in the Agfa-Gevaert Group.
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Current assets | 85 | 79 |
| Non-current assets | 17 | 17 |
| Current liabilities | 22 | 23 |
| Non-current liabilities | 1 | 1 |
| Net assets Agfa Graphics Asia Ltd. and its subsidiaries (consolidated) |
79 | 72 |
| Carrying amount of non-controlling interests in Agfa Graphics Asia Ltd. and its subsidiaries (49%) |
39 | 36 |
| Revenue | 139 | 128 |
| Profit for the year | 18 | 20 |
| Profit allocated to non-controlling interests in Agfa Graphics Asia Ltd. and its subsidiaries (49%) |
9 | 10 |
| Other Comprehensive Income: translation differences | 2 | (4) |
| Other Comprehensive Income allocated to non-controlling interests in Agfa Graphics Asia Ltd. and its subsidiaries (49%) |
1 | (2) |
| Total Comprehensive Income allocated to non-controlling interests in Agfa Graphics Asia Ltd. and its subsidiaries (49%) |
10 | 8 |
| Cash Flows from operating activities | 28 | 18 |
| Cash Flows from investing activities | - | (3) |
| Cash Flows from financing activities | (50) | (25) |
| Dividends paid to non-controlling interests during the year (1) | (25) | (12) |
(1) Included in cash flows from financing activities.
| Attributed to owners of the Company | ||||||||
|---|---|---|---|---|---|---|---|---|
| MILLION EURO | ||||||||
| Exchange differences on translation of foreign operations | - | - | - | - | - | - | 1 | 1 |
| Net gain (loss) on hedge of net investment in foreign operation, net of tax |
(11) | - | - | - | - | (11) | - | (11) |
| Exchange differences on disposal of foreign operations reclassified to profit or loss |
20 | - | - | - | - | 20 | - | 20 |
| Effective portion of changes in fair value of cash flow hedges, net of tax |
- | (27) | - | - | - | (27) | - | (27) |
| Net changes in fair value of cash flow hedges reclassified to profit or loss, net of tax |
- | 6 | - | - | - | 6 | - | 6 |
| Net changes in fair value of cash flow hedges transferred to initial carrying amount of hedged items, net of tax |
- | 18 | - | - | - | 18 | - | 18 |
| Net change in fair value of available-for-sale financial assets | - | - | 3 | - | 3 | - | 3 | |
| Remeasurement of the net defined benefit liability, net of tax | - | - | 64 | 64 | 64 | |||
| TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX | 9 | (3) | 3 | 64 | - | 73 | 1 | 74 |
| Translation reserve | Hedging reserve | Revaluation reserve | Remeasurement of the net defined benefit liability |
Retained earnings | TOTAL | Non-controlling interests |
COMPREHENSIVE TOTAL OTHER INCOME |
|
|---|---|---|---|---|---|---|---|---|
| MILLION EURO | ||||||||
| Exchange differences on translation of foreign operations Net gain (loss) on hedge of net investment in foreign operation, net of tax |
- (11) |
- - |
- - |
- - |
- - |
- (11) |
1 - |
1 (11) |
| Exchange differences on disposal of foreign operations reclassified to profit or loss |
20 | - | - | - | - | 20 | - | 20 |
| Effective portion of changes in fair value of cash flow hedges, net of tax |
- | (27) | - | - | - | (27) | - | (27) |
| Net changes in fair value of cash flow hedges reclassified to profit or loss, net of tax |
- | 6 | - | - | - | 6 | - | 6 |
| Net changes in fair value of cash flow hedges transferred to initial carrying amount of hedged items, net of tax |
- | 18 | - | - | - | 18 | - | 18 |
| Net change in fair value of available-for-sale financial assets | - | - | 3 | - | 3 | - | 3 | |
| Remeasurement of the net defined benefit liability, net of tax | - | - | 64 | 64 | 64 | |||
| TOTAL OTHER COMPREHENSIVE INCOME, NET OF TAX | 9 | (3) | 3 | 64 | - | 73 | 1 | 74 |
| 2016 | Attributed to owners of the Company | |||||||
| Translation reserve | Hedging reserve | Revaluation reserve | Remeasurement of the net defined benefit liability |
Retained earnings | TOTAL | Non-controlling interests |
COMPREHENSIVE TOTAL OTHER INCOME |
|
| MILLION EURO | ||||||||
| Exchange differences on translation of foreign operations Net gain (loss) on hedge of net investment in foreign operation, net of tax |
28 3 |
- - |
- - |
- - |
- - |
28 3 |
(2) - |
26 3 |
| Exchange differences on disposal of foreign operations reclassified to profit or loss |
8 | - | - | - | - | 8 | - | 8 |
| Effective portion of changes in fair value of cash flow hedges, net of tax |
- | 5 | - | - | - | 5 | - | 5 |
| Net changes in fair value of cash flow hedges reclassified to profit or loss, net of tax |
- | - | - | - | - | - | - | - |
| Net changes in fair value of cash flow hedges transferred to initial carrying amount of hedged items, net of tax |
- | 10 | - | - | - | 10 | - | 10 |
| Net change in fair value of available-for-sale financial assets | - | - | (2) | - | - | (2) | - | (2) |
| Remeasurement of the net defined benefit liability, net of tax | - | - | - | (135) | - | (135) | - | (135) |
| MILLION EURO | December 31, 2015 | December 31, 2016 |
|---|---|---|
| Liabilities for post-employment benefits | 1,135 | 1,231 |
| Long-term termination benefits | 50 | 38 |
| Liabilities for post-employment and long-term benefit plans | 1,185 | 1,269 |
| Other employee benefits | 9 | 8 |
| Non-current | 1,194 | 1,277 |
| Current | 130 | 132 |
| Total employee benefit liabilies | 1,324 | 1,409 |
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Wages and salaries | 675 | 661 |
| Social security contributions | 137 | 128 |
| Expenses related to post-employment benefits | 78 | 81 |
| Cash-settled share-based payments | - | - |
| Total employee benefit expenses | 890 | 870 |
| to post-employment benefits | |||
|---|---|---|---|
| -- | -- | ----------------------------- | -- |
| MILLION EURO | December 31, 2015 | December 31, 2016 | ||||
|---|---|---|---|---|---|---|
| Belgium / Germany / UK / US |
Other countries | TOTAL | Belgium / Germany / UK / US |
Other countries | TOTAL | |
| Liabilities for post-employment benefits |
1,094 | 41 | 1,135 | 1,188 | 43 | 1,231 |
| 96% | 97% |
| MILLION EURO | 2015 | 2016 | ||||
|---|---|---|---|---|---|---|
| Belgium / Germany / UK / US |
Other countries | TOTAL | Belgium / Germany / UK / US |
Other countries | TOTAL | |
| Contributions to defined contribution plans |
6 | 4 | 10 | 6 | 4 | 10 |
| Contributions to defined contribution plans with return guaranteed by law |
12 | - | 12 | 14 | - | 14 |
| Expenses related to defined benefit plans |
54 | 2 | 56 | 55 | 2 | 57 |
| Expenses related to post-employment benefits |
72 | 6 | 78 | 75 | 6 | 81 |
| 92% | 93% |
The Group provides retirement benefits in most countries in which it operates. Retirement benefits are organized through defined contribution plans as well as defined benefit plans. The net defined benefit liability for Belgium, Germany, UK and US together (hereafter "Material countries") represent 97% (2015: 96%) of the total net defined benefit liability of the Group. The defined benefit plans of the Group's "Material countries" are further disclosed in notes 24.2 and 24.3.
Long-term termination benefits result from the Group's commitment to either terminate the employment before the normal retirement date, or provide termination benefits as a result of an offer made to encourage voluntary redundancy. At December 31, 2016, long-term termination benefits amounted to 38 million Euro (50 million Euro at December 31, 2015) and mainly relate to severance payments in connection with early retirement arrangements with employees of the Group's Belgian entities. The balance at December 31, 2016 is expected to be settled gradually over the next five years.
Other employee benefits comprise a long-term disability plan in the US and some long-service leave and service awards. At December 31, 2016, they amounted to 8 million Euro (9 million Euro at December 31, 2015).
At December 31, 2016 current employee benefit liabilities amounted to 132 million Euro (130 million Euro at December 31, 2015) and comprise liabilities for social expenses for 25 million Euro (28 million Euro at December 31, 2015), payroll liabilities for 8 million Euro (9 million Euro at December 31, 2015) and other personnel commitments such as annual vacation leave, annual variable payments, severance payments and disability benefit liabilities for 99 million Euro (93 million Euro at December 31, 2015).
Employee benefit expenses for 2016 amounted to 870 million Euro (2015: 890 million Euro). The evolution in the average number of employees (10,329 at December 31, 2016 compared to 10,426 at December 2015) together with reduced social expenses mainly explain the reduction of 20 million Euro.
Agfa-Gevaert Group companies have paid in 2016 for their defined contribution plans 10 million Euro contributions to publicly or privately administered pension funds or insurance contracts (10 million Euro in 2015). Once the contributions have been paid, the Group companies have no further payment obligation. The regular contributions constitute an expense for the year in which they are due.
Defined contribution plans in Belgium are for the purpose of the IFRS accounting treatment not considered as defined contribution plan but instead as defined benefit plan. More information on these plans is provided hereafter.
Belgian "Defined Contribution" plans are subject to the Occupational Pensions Act of April 2003. In accordance with article 24 of the Occupational Pensions Act, affiliated persons are entitled to a guaranteed return with regard to contributions made by the organizer of the plan. Until December 31, 2015, the minimum guaranteed return amounted to 3.25% on employer contributions and of 3.75% on employee contributions.
The Act of December 18, 2015, which entered into force on January 1, 2016 has introduced several amendments to the Act of April 28, 2003. As of January 1, 2016, the guaranteed return is aligned with the percentage (65% in 2016 and 2017) of the average return on June 1 over the last 24 months of Belgian State linear bonds ("OLOs") with a maturity of 10 years, with a minimum of 1.75% and a maximum of 3.75%. The interest rate was set at 1.75% on January 1, 2016. Henceforth the guaranteed return is comprised of only one interest rate for both personal contributions made by the employee and contributions made by the employer.
With regard to the application of the guaranteed return in case of modification of the interest rate, the Act of December 18, 2015 introduced the "horizontal method" applicable for all insured plans which guarantee a fixed return up to the retirement age (so-called Branch 21 insured products) and the "vertical method' in all other situations. Within our Belgian group companies, all insured pension plans are managed via 'Branch 21' insured products.
The application of the 'horizontal method' is comparable to a fixed-rate term deposit account. The previous interest rate is applicable until exit, retirement or abolition of the pension engagement – whichever occurs first – to the contributions due on the basis of the plan rules before the modification. The new interest rate is then applicable to contributions due on the basis of the plan rules from the modification onwards until the first of the aforementioned occurrences.
Therefore, for all of the Group's defined contribution plans with return guaranteed by law, the minimum return of 3.25% (employer contributions) and 3.75% (employee contributions) still apply for contributions made until December 31, 2015. For these contributions, affiliated persons are entitled to at least a return of 3.25%/3.75% until retirement age (or exit / abolition of the pension engagement). For contributions made in 2016 the employer is committed to a minimum return of 1.75% until occurrence of retirement age, exit or abolition of the pension engagement.
In recent years, insurance companies generally applied technical interest rates – i.e. agreed interest rates excluding profit-sharing – below the minimum return guaranteed by law. Consequently, not all actuarial and investment risks relating to these insured plans are transferred to the insurance company managing the plans and therefore do not meet the definition of defined contribution plans under IFRS. They are by default classified as defined benefit plans.
The law about occupational pension plans published on December 18, 2015 has also impacted the accounting treatment of defined contribution plans with return guaranteed by law. Whereas management – in the absence of a specific accounting treatment in IFRS – assumed until last year the intrinsic value approach as the most suitable method for measuring the liability related to these hybrid plans, management has decided – after consultation of specialists – to change related accounting estimate. Similar to the measurement of all other defined benefit plans, the net pension liability related to defined contribution plans with return guaranteed by law is calculated as the difference between the present value of the defined benefit
obligation (DBO) and the fair value of the plan assets. For the determination of the DBO and the plan assets, all deferred members were excluded as at year end 2016 insurers have not notified any intrinsic value deficit. For the determination of the DBO, the Group has applied, per December 31, 2016, the Projected Unit Credit Method (the PUC method). Under this method projected benefits that are payable each future year are discounted to the reporting date. The resulting total benefit obligation is then allocated to past service, presenting the DBO and year-in-service, presenting the service cost. Depending on the nature of the insured contract, the DBO has been determined with or without future contributions and their related minimum returns up to the retirement age or exit.
In order to consider the specific "economic" nature of the Branch 21 "qualifying third party insurance policies" which all have embedded guaranteed returns which partly or fully offset the imposed legal minimum return guarantees, the Group has applied paragraph 115 of IAS 19. Paragraph 115 states "Where plan assets include qualifying insurance policies that exactly match the amount and timing of some or all of the benefits payable under the plan, the fair value of those insurance policies is deemed to be the present value of the related obligations up to the guaranteed rate of the insurer". The application of this paragraph 115 implies a market valuation of the retirement age contractual insured benefit, which impacts both the assets to account for and the DBO. In terms of applying the methodology of Paragraph 115, management believes that the DBO calculation should reflect that the employee is entitled to the higher of the actual accumulated reserves and the minimum reserves.
Therefore, the DBO calculation should reflect this plan characteristic for every event, being leaving before retirement or staying until retirement.
The first time application as per December 31, 2016 of the above method for the Group's defined contribution plans with return guaranteed by law has resulted in a liability amounting to 4 million Euro. This impact has been reflected in Other Comprehensive income. At December 31, 2016, the net liability for the Group's material countries therefore comprises this amount. The evolution of the DBO and the plan assets of the Group's material countries comprises 190 million Euro, respectively 186 million Euro related to defined contribution
plans with return guaranteed by law (see tables in 24.3.3). As at December 31, 2016, following insured defined contribution plans are operational:
All these plans are fully financed by employer contributions except for the Group insurance plan for executives which is financed by both employer and employee contributions.
In 2016, the annual employer contributions paid or accrued for the Group's Belgian defined contribution plans with return guaranteed by law amounted in total to 14 million Euro (2015: 12 million Euro). The Group expects a similar expense to accrue for 2017.
In 2016, insurance companies offer technical interest rates that range between 0.50% and 4.75% (1.00% to 4.75% in 2015). Decisive factors in this context are the date an employee joins a plan and whether the insurer guarantees an interest rate on future premiums.
For each of the aforementioned defined contribution plans, the following table provides by plan information on the type of return guaranteed by the insurer and the evolution of the technical interest rates applied by the different insurers during 2016 and previous years as well as the proposed technical interest rates for 2017.
| Description of the plan |
Type of return guaranteed by insurer |
Interest rates provided by insurer (i.e. excluding profit sharing) |
||||
|---|---|---|---|---|---|---|
| 2013 | 2014 | 2015 | 2016 | |||
| 1 | Top Performance Plan | Guaranteed return on reserves | 3.25% | 2% | 1.50% | 1% |
| 2 | Pension plan for employees of Agfa HealthCare NV |
Guaranteed return on reserves and future premiums |
3.25% on the level of both employer and employee contributions at 31/12/2012; 1.75% for new entries as from January 2013 and premium increases between 31/12/2012 and 31/03/2015; 0.50% as from July 2015 up to 1/10/2016; and 0.25% afterwards. |
|||
| 3 | Pension plan for executives | Guaranteed return on reserves | 1.75% | 1.75% | 1.50% | 0.75% |
| 4 | Group insurance plan for executives of Agfa-Gevaert NV |
Guaranteed return on reserves and future premiums |
3.25% on the level of both employer and employee contributions at 31/12/2012; 1.75% for new entries as from January 2013 and premium increases between 31/12/2012 and 31/03/2015; 1.00% as from april 2015 up to 1/7/2016; 0.50% up to 1/4/2017 and 0.25% afterwards. |
|||
| 5 | Group insurance plan for executives of Agfa Finance NV |
Guaranteed return on reserves and future premiums |
3.25% on the level of both employer and employee contributions at 31/12/2012; 1.75% for new entries as from January 2013 and premium increases between 31/12/2012 and 31/03/2015; 1.00% as from april 2015 up to 1/7/2016; 0.50% up to 1/4/2017 and 0.25% afterwards. |
|||
| 6 | Group insurance plan for employees Agfa HealthCare NV |
Guaranteed return on reserves | 2.25% | 2.25% | 2.25% until 1/07/2015; 1.5% as from July 2015 |
1.50% until 1/07/2016; 1.0% as from July 2016 up to April 2017; and 0.75% afterwards |
The Group's post-employment defined benefit plans include retirement benefits and other post-employment benefits. Other post-employment benefit plans primarily relate to German employees.
The Group Pension Committee, created as a subcommittee of the Executive Committee (Exco) of the Group assists the Exco in the oversight and supervision of the different pension plans and other post-employment arrangements that exist within the Group.
The Committee advises the Exco on benefit plan design matters such as amendment to or termination – in whole or in part – of the benefit plans and their respective funding arrangements. Next to providing advice to the Exco, the Group Pension Committee is also responsible for controlling local management, i.e. local management of the pension funds as well as local management of the sponsoring employers of the benefit plans – in fulfilling their responsibilities in relation to pension matters.
The Group Pension Committee has set a strategic asset allocation for its major plans that are financed through a separate pension fund. The committee reviews the asset allocation targets regularly to ensure that they remain appropriate to the pension fund liability profiles.
For the management of the plan assets, the Group Pension Committee is assisted by the Group Pension Investment Committee. The Group Pension Investment Committee has issued a Group Investment Guideline which was approved by the Group Pension Committee. The Group Pension Committee monitors the proper application of this guideline.
The Group, through its Group Pension Committee, investigates liability reduction solutions and seeks to de-risk the Group's postemployment benefit liabilities. Investment risk and longevity risk are two risks that are specifically examined. In recent years, the Group Pension Committee has proposed different measures that have been realized, among which the withdrawal of the post-retirement medical benefit plan in the US (2013), the offer to pay out lump sums to non-active participants with deferred vested rights in the Agfa Corporation Pension Plan (2013) and the pension buyout project related to the Agfa-Gevaert Fabriekspensioen Plan in Belgium (2014). With regard to the retired participants of the Agfa Corporation Pension Plan, the Group has realized in 2016 an annuity buy-out contract for a single premium amount of 143 million Euro. As such liabilities associated with monthly benefit payments of 1,000 US dollar or less, amounting in aggregate to 140 million Euro, could be settled.
Furthermore, in 2016 a wind-down of the pension plan in Canada took place.The present value of the defined benefit obligation settled amounted to 26 million Euro. Both projects have resulted in a settlement loss of 3 million Euro each. The Group's major defined benefit plans generally cover all employees and generally provide benefits that are related to an employee's remuneration and years of service. Its characteristics and associated risks are explained in more detail hereafter.
In Belgium, the defined benefit obligation is mainly related to a basic plan called 'Fabriekspensioen' that is financed through contributions paid to an external Organization for Financing Pensions (OFP). This fund has the duty to foresee the payments of the pensions promised by its participating employers, being Agfa-Gevaert NV, Agfa Graphics NV, Agfa HealthCare NV and Agfa Finance NV to the beneficiaries of the plan.
The 'Fabriekspensioen' covers the majority of employees of aforementioned employers. New entrants of Agfa Europe NV whose business has been transferred to either its legal successor Agfa HealthCare NV or Agfa Graphics NV, accrue as from January 2000 benefits under another defined benefit plan, being a defined contribution plan with return guaranteed by law. The same defined benefit plan applies to new entrants of Agfa HealthCare NV.
For the 'Fabriekspensioen', the plan participants are eligible for a benefit based on a last yearly income formula. As this funded pension plan is still open to new entrants and the accrual of new benefits, the plan exposes the Company to a salary increase risk, next to an interest rate risk, an investment risk and a longevity risk. Although this plan has been set up as an annuity plan, more than 95% of the members choose for the option of a lump sum pension payment at the retirement age.
The legal and regulatory framework for the 'Fabriekspensioen' is based on the applicable Belgian law, i.e. the law of October 27, 2006 on the supervision of institutions for occupational retirement provision and the law on supplementary pensions (WAP), applicable as from January 1, 2004. Based on this legislation a funding
valuation is prepared annually. The valuation method, used to determine the contributions to the Belgian OFP, is the 'aggregate cost method'.
The contribution is expressed as an annual fixed percentage of payroll in order to finance the total service liability. The new financing plan, prepared based on the December 31, 2015 data, resulted in 2016 in decreased contribution rates mainly resulting from updated salary and retirement assumptions. According to the aforementioned financing plan the funded percentage was 135%.
The Board of Directors of the 'Pensioenfonds Agfa-Gevaert OFP' bears the ultimate responsibility for the management of the assets and liabilities of the 'Fabriekspensioenplan'. They have delegated investment oversight of the plan's assets to the Local Investment Committee who in turn operates within the framework set by the Group Pension Committee. The Statement of Investments Principles (SIP), prepared by the Local Investment Committee in accordance with the Group Investment Guidelines, has been formally ratified at the Extraordinary General Meeting of the 'Pensioenfonds Agfa-Gevaert OFP' on February 7, 2014. Deviations are subject to prior permission of the Group Pension Committee. The Local Investment Committee needs to ensure that plan assets are invested effectively and prudently, in full compliance with all applicable laws, and for the benefit of plan participants and beneficiaries.
In Germany, no legal or regulatory minimum funding requirements apply, and as such the Group's German defined benefit retirement plans are all unfunded plans.
The German pension plans include a basic plan related to pension relevant salary up to the Social Security Ceiling (SSC) and a supplementary plan covering benefits attributed on pension relevant salary above the Social Security Ceiling.
In Germany we distinguish the 'old pension plan' that was closed to new entries as from 2005 and closed to future accruals as from 2010 and the 'new pension plan' applicable to employees joining as from 2005. In 2010 the population that benefited from the former 'old pension plan' that was closed to future accruals as of December 31, 2009 also joined the 'new pension plan', however comprising supplementary benefit entitlements compared with the employees joining as from 2005. Both plans comprise a basic and supplementary plan.
Additionally, Agfa is obliged to provide pension plans according to the Collective Labour Agreement (CLA) regulation of the Chemical Sector.
Under the 'old pension plan', the basic plan is managed by the Bayer Pensionskasse (Penka). The Bayer Pensionskasse is a multi-employer plan accounted for as if it were a defined contribution plan (IAS 19.34 (a)). The plan is a defined benefit plan under control of the Group's former parent company Bayer AG. It is accounted for as a defined contribution plan as the Group has no right to obtain the necessary data for defined benefit plan accounting. In case of a deficit, this plan may expose the Group to investment and actuarial risk. The Group however considers these risks as insignificant.
From 2004 onward, Agfa has been responsible to adjust the pension payments processed by the Bayer Pensionskasse according Sec. 16, 1 and 2 of the German Pension Act (BetrAVG – Betriebsrentengesetz).
The base pension including the adjustments processed according to the aforementioned legal regulations up to the year 2003 are paid by the Penka directly. Consequently, the liability in the books of Agfa resulting from this basic plan solely relate to the responsibility of Agfa to adjust the pension payments.
The benefits accrued under the supplementary plan are accounted for as a defined benefit plan. They are based on 'contributions' (1) calculated as a fixed percentage of pension relevant salary above the SSC. Then, an age independent factor is used for converting those 'contributions' (1) into individual pension entitlements. The pension entitlements based on the 'old pension plan' are closed to future accruals as of December 31, 2009.
The old pension plan is only applicable for employees with entry date prior to 2005.
They have stopped accruing additional benefits in the Bayer Pensionskasse at the end of 2009. As of 2010, these employees started participating in the new pension plan (Rheinische Pensionskasse).
The 'new pension plan' also includes a basic pension plan, i.e. benefits entitlements on the pension relevant salary up to the SSC, and a supplementary pension plan accruing benefits on pension relevant salary above the SSC. The
basic plan is funded through contributions paid to the Rheinische Pensionskasse. Employees partly (50%) contribute to the Rheinische Pensionskasse by deferred compensation. Once the contributions have been paid to the Rheinische Pensionskasse, in principle the group companies have no further payment obligation. This plan is consequently accounted for as a defined contribution plan. The new supplementary plan, which is also accounted for on the balance sheet as a direct pension commitment, foresees no upper ceiling for pension relevant salary.
The benefits accrued under the supplementary plan are based on 'contributions' (1) calculated as a fixed percentage of pension relevant salary above the SSC. Contrary to the old pension plan, 'contributions' (1) are then converted into pension entitlements based on age-dependent pension factors and considering a pre-determined annual increase of those entitlements. As of 2012, the plan foresees an option to pay out lump sums instead of monthly pension payments.
Employees who previously benefited from the 'old pension plan' that was closed to future accruals as of December 31, 2009, got supplementary pension entitlements based on a matching 'fiftyfifty' approach meaning that the employer pays contributions to the extent of the employee contributions. The structure itself is similar to the new supplementary pension plan as described above.
The pension plan according to the CLA of the Chemical Sector is based on 'contributions' (1) that are converted into individual pension entitlements using age-dependent pension factors. Employees also partly contribute to this plan by deferred compensation.
In Germany, Agfa provides to a minor extent also benefits that are related to plans which result from former acquisitions. The related plans are all closed to future accruals.
The defined benefit liability in Germany also includes pension plans that are fully based on deferred compensation models. The benefits accrued under these plans are based on the annually deferred compensation amount of each beneficiary converted into pension entitlements and in some cases additionally considering a pre-determined annual increase of those entitlements. For a part of the workforce, i.e. HealthCare IT employees, there are pension plans managed by different external funds
(1) 'Contributions' in this context means a calculation base which is used to finally determine the pension entitlements.
(Pensionskassen). These plans are mainly financed by deferred compensation models and are accounted for as defined contribution plans.
Additionally, top management of Agfa HealthCare IT in Germany is provided with a salary related pension scheme, processed by a congruently funded multi-employer plan (kongruent rückgedeckte Unterstützungskasse). The contributions, fully paid by Agfa, amount to 5% of the pension relevant income. The different closed defined retirement benefit plans as well as the plans that remain open expose the Company to actuarial risks such as interest rate risk, pension indexation risk and longevity risk.
In the UK, the defined benefit retirement plan called Agfa UK Pension Plan was closed to new entrants with effect from June 30, 2002. On January 1, 2010 the decision was taken to close the defined benefit pension scheme to further accruals. As from 2010, members are able to accrue benefits under a defined contribution retirement plan.
The closed Agfa UK Pension Plan is financed through contributions paid by its participating employers, being at year-end 2016: Agfa-Gevaert NV, Agfa HealthCare UK Ltd and Agfa Graphics Ltd. The plan members are eligible for a benefit based on a final average pay formula. From the age of 55, benefits accrued under this plan can be paid partly in cash with the remainder paid in monthly payments. If the benefit is taken before the normal retirement age of 65 there is an actuarial reduction of the benefit's value.
Deferred plan members are entitled to an inflation increase, based on CPI (Consumer Price Index), of their accrued benefits until retirement payments are taken. Pension payment increases are in line with RPI (Retail Price Index) with a minimum increase of 3% and a maximum increase of 5%. Next to inflation risk, the frozen defined benefit plan exposes the Company to actuarial risks such as investment risk, interest rate risk and longevity risk. The defined benefit plan is governed by a benefit trust whose decision making body is a Board of Trustees. They have a fiduciary duty to act solely in the best interests of the beneficiaries according to the trust rules and UK law. The required funding is determined by a funding valuation
carried out every three years based on legal requirements and funding valuation assumptions that meet the UK regulatory body's current requirements and are also agreed between the Company and the Trustees. Following the latest funding valuation which took place in 2016, Agfa has entered in January 2017 into an agreement with the trustees to contribute 48 quarterly fixed payments for the next 12 years, starting in January 2017.
In anticipation of this agreement the Company has paid in 2016 a one-time contribution payment of 6 million Euro (£ 5 million).
In the US, Agfa Corporation sponsors have one major defined benefit plan, the Agfa Corporation Pension Plan, which is frozen to new entrants and the accrual of new benefits. Agfa HealthCare Corporation, Agfa Materials Corporation and Agfa Finance Corporation are participating employers in said pension plan.
The plan participants are eligible for a benefit based on a final average pay formula. This frozen defined benefit plan exposes the Company to actuarial risks such as investment risk, interest rate risk and longevity risk.
The defined benefit plan assets are held in a trust. The Board of Directors of Agfa Corporation, the plan sponsor, delegates investment decisions and oversight of the plan's assets to a local investment committee, the Benefits Plan Investment Committee (BPIC). The BPIC members have a fiduciary duty to act solely in the best interests of the beneficiaries according to the trust agreement and US law. The legal and regulatory framework for the plan is based on the applicable US legislation Employee Retirement Income Security Act (ERISA). Based on this legislation a funding valuation is prepared annually. Participant-beneficiaries do not contribute to the plan. The plan sponsor and participating employers contribute such amounts as are deemed necessary on an actuarial basis to provide sufficient funds to meet the benefits to be paid to plan members.
Minimum contributions are based on the requirements prescribed by the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and the Pension Protection Act of 2006 (PPA). Pursuant to the PPA, each year the actuary is required to certify the Plan's funded percentage. The plan received its most recent certification for the 2016 plan year using actuarial assumptions mandated by the Internal Revenue Service (IRS), and the actuary determined that the funded percentage was 91.95% (2015: 94.8%).
With regard to the Agfa Corporation Pension Plan, management
realized in 2016 an annuity buy-out for participants with monthly benefit of 1,000 US dollar or less. Liabilities associated with these benefits amounting to 140 million Euro have been settled through payment of a single premium of 143 million Euro from the plan assets, resulting in a settlement loss of 3 million Euro.
In 2016, an extra contribution of 9 million Euro (10 million US dollar) has been paid.
The following three tables show a reconciliation from the opening balances to the closing balances for the net defined benefit liability and its components.
| 2015 | 2016 | ||||||
|---|---|---|---|---|---|---|---|
| MILLION EURO | Retirement plans |
Other post employment and long-term benefit plans |
TOTAL | Retirement plans |
Other post employment and long-term benefit plans |
TOTAL | |
| Net liability at January 1 | 1,149 | 6 | 1,155 | 1,089 | 5 | 1,094 | |
| Defined benefit cost included in profit or loss | 54 | - | 54 | 55 | - | 55 | |
| Total remeasurements included in OCI | (62) | - | (62) | 136 | - | 136 | |
| Net transfer in | 1 | - | 1 | - | - | - | |
| Change in accounting estimates related to DC-plans with return guaranteed by law |
- | - | - | 4 | - | 4 | |
| Cash flows | |||||||
| Employer contributions | (36) | - | (36) | (38) | - | (38) | |
| Benefits paid directly by the Company | (43) | (1) | (44) | (44) | - | (44) | |
| Currency effects: charge (or credit) | 26 | - | 26 | (19) | - | (19) | |
| Net liability at December 31 | 1,089 | 5 | 1,094 | 1,183 | 5 | 1,188 |
At December 31, 2016, the net liability for the Group's material countries comprises an amount of 4 million Euro, resulting from the addition of the defined contribution plans in Belgium in the reporting.
| Post-employment defined benefit cost | ||
|---|---|---|
| MILLION EURO | 2015 | 2016 |
| Service cost | ||
| Service cost, exclusive of employee contributions | 25 | 22 |
| Past service cost | - | - |
| (Gain) loss on settlements | - | 3 |
| Total service cost | 25 | 25 |
| Net interest cost | ||
| Interest expense on DBO | 65 | 67 |
| Interest (income) on plan assets | (37) | (38) |
| Total net interest cost | 28 | 29 |
| Remeasurements of other long term benefits | - | - |
| Administrative expenses and taxes | 1 | 1 |
| DEFINED BENEFIT COST INCLUDED IN PROFIT OR LOSS | 54 | 55 |
| Actuarial losses (gains) | ||
| Experience losses (gains) on plan liabilities | (9) | (19) |
| Demographic assumptions | (19) | (5) |
| Financial assumptions | (56) | 226 |
| Total actuarial losses (gains) | (84) | 202 |
| Return on plan assets excl. Interest income | 22 | (66) |
| TOTAL REMEASUREMENTS INCLUDED IN OCI | (62) | 136 |
| TOTAL DEFINED BENEFIT COST RECOGNIZED IN PROFIT OR LOSS AND OCI |
(8) | 191 |
The total defined benefit cost for 2016 for the Group's material countries amounted to a cost of 191 million Euro (2015: 8 million Euro income). Of this amount, 55 million Euro expense is reflected in the Group's Consolidated Statement of Profit or Loss over 2016 (2015: 54 million Euro expense). The balance, being 136 million Euro cost for 2016 (62 million Euro credit for 2015) is reflected in 'Other Comprehensive Income' under 'Remeasurements of the net defined benefit liability'. These remeasurements originate from changes in demographic and financial assumptions as well as from experience adjustments on both the defined benefit obligation and the fair value of assets. Details are provided below.
In 2016, the defined benefit cost in profit or loss for the Group's material countries includes a settlement loss amounting to 3 million Euro, resulting from annuity placements for participants with monthly benefit of 1,000 US dollar, or less related to the Agfa Corporation Pension Plan.
The defined benefit obligation, plan assets and funded status
for the Group's material countries are shown below.
| 2015 | 2016 | |||||
|---|---|---|---|---|---|---|
| MILLION EURO | Retirement plans |
Other post employment and long-term benefit plans |
TOTAL | Retirement plans |
Other post employment and long-term benefit plans |
TOTAL |
| CHANGE IN DEFINED BENEFIT OBLIGATION | ||||||
| Defined benefit obligation at January 1 | 2,280 | 6 | 2,286 | 2,245 | 5 | 2,250 |
| Service cost | ||||||
| Current service cost, exclusive of employee contributions |
25 | - | 25 | 22 | - | 22 |
| Past service cost | - | - | - | - | - | - |
| (Gain) Loss on settlements | - | - | - | 3 | - | 3 |
| Interest expense | 65 | - | 65 | 67 | - | 67 |
| Cash flows | ||||||
| Benefit payments | (130) | (1) | (131) | (249) | - | (249) |
| Employee contributions | - | - | - | - | - | - |
| Premiums Paid | (2) | - | (2) | (1) | - | (1) |
| Remeasurements | ||||||
| Effect of changes in demographic assumptions | (19) | - | (19) | (6) | - | (6) |
| Effect of changes in financial assumptions | (56) | - | (56) | 226 | - | 226 |
| Effect of experience adjustments | (9) | - | (9) | (19) | - | (19) |
| Currency effects: charge (or credit) | 91 | - | 91 | (68) | - | (68) |
| Defined benefit obligation at December 31, excl. DC-plans with return guaranteed by law |
2,245 | 5 | 2,250 | 2,220 | 5 | 2,225 |
| Change in accounting estimates related to DC-plans with return guaranteed by law |
190 | 190 | ||||
| Defined benefit obligation at December 31 | 2,410 | 2,415 | ||||
| CHANGE IN PLAN ASSETS | ||||||
| Fair value of assets at January 1 | 1,131 | - | 1,131 | 1,156 | - | 1,156 |
| Interest income | 37 | - | 37 | 38 | - | 38 |
| Employer contributions | 79 | 1 | 80 | 82 | - | 82 |
| Benefit payments | (130) | (1) | (131) | (249) | - | (249) |
| Administrative expenses and taxes | (1) | - | (1) | (1) | - | (1) |
| Premiums Paid | (2) | - | (2) | (1) | - | (1) |
| Transfer out | (1) | - | (1) | - | - | - |
| Return on plan assets (excluding interest income) |
(22) | - | (22) | 66 | - | 66 |
| Currency effects: (charge) or credit | 65 | - | 65 | (50) | - | (50) |
| Fair value of assets at December 31, excl. DC-plans with return guaranteed by law |
1,156 | - | 1,156 | 1,041 | - | 1,041 |
| Change in accounting estimates related to DC-plans with return guaranteed by law |
186 | 186 | ||||
| Fair value of assets at December 31 | 1,227 | 1,227 | ||||
| FUNDED STATUS AT DECEMBER 31 | ||||||
| Funded status | 1,089 | 5 | 1,094 | 1,179 | 5 | 1,184 |
| Effect of asset ceiling/onerous liability | - | - | - | - | - | - |
| Net liability (asset) at December 31, excl. DC-plans with return guaranteed by law |
1,089 | 5 | 1,094 | 1,179 | 5 | 1,184 |
| Impact of change in accounting estimates related to DC-plans with return guaranteed by law |
4 | 4 | ||||
| Net liability (asset) at December 31 | 1,183 | 5 | 1,188 |
At December 31, 2016, the total defined benefit obligation for the Group, excluding defined contribution plans with return guaranteed by law, amounted to 2,225 million Euro (2,250 million Euro at December 31, 2015). Of this amount, 1,456 million Euro (1,525 million Euro at December 31, 2015) is related to wholly or partly funded plans and 769 million Euro (725 million Euro at December 31, 2015) is related to unfunded plans. At December 31, 2016, the financing deficit for the Belgian defined contribution plans with guaranteed return amounted to 4 million Euro. Henceforth, due to a change in accounting estimate, this funding deficit will be comprised in the net pension liability of the Group's defined benefit plans. The net pension liability for these plans is calculated as the difference between the present value of the defined benefit obligation (DBO) amounting to 190 million Euro and the fair value of the
plan assets amounting to 186 million Euro. At December 31, 2016, the present value of the defined benefit obligation of the 'Top Performance Plan' and the 'Group insurance plan for executives of Agfa-Gevaert NV' represent in aggregate 89% of the total DBO whereas the funding gap is almost fully attributable to the Top Performance Plan. General information on defined benefit plans with return guaranteed by law together with the characteristics of these plans are provided under 24.3.1.
In 2016, the benefit payments for the Group's material countries amounted to 249 million Euro and comprise for 143 million Euro settlement payments for an annuity buy-out project with regard to the Agfa Corporation Pension Plan in the US.
| MILLION EURO | December 31, 2012 |
December 31, 2013 |
December 31, 2014 |
December 31, 2015 |
December 31, 2016 |
|
|---|---|---|---|---|---|---|
| Excl. DC-plans with return guaranteed by law |
Incl. DC-plans with return guaranteed by law |
|||||
| Fair value of plan assets | 1,023 | 1,006 | 1,131 | 1,156 | 1,041 | 1,227 |
| Present value of defined benefit obligation |
2,192 | 1,889 | 2,286 | 2,250 | 2,225 | 2,415 |
| Surplus / (Deficit) in the plan | (1,169) | (883) | (1,155) | (1,094) | (1,184) | (1,188) |
Principal actuarial assumptions at the reporting date The liabilities and defined benefits cost of the Group's retirement plans are determined using actuarial valuations that involve several actuarial assumptions. At the end of the reporting periods 2016 and 2015, the following principal actuarial assumptions (weighted averages) have been used.
| MILLION EURO | December 31, 2015 | December 31, 2016 | |
|---|---|---|---|
| Discount rate | 3.18% | 2.31% | |
| Future salary increases | 2.17% | 2.15% |
The above stated average discount rate and salary increases have been determined based on the actuarial assumptions applied in the different defined benefit plans of the Group's material countries weighted by the defined benefit obligation of the respective plans.
The discount rates used are determined by reference to the rates available on high-quality corporate bonds, that have a credit rating of at least AA from a main rating agency, that have maturity dates approximating the terms of the Group's obligations.
The Group has consistently calculated the weighted average duration by taking the average of the durations obtained via sensitivities +25 bps and -25 bps on the discount rate for the retirement plans of the Group's material countries. At December 31, 2016 the weighted average duration is 14 years (13 years at December 31, 2015).
The following information illustrates the sensitivity to a change as at December 31, 2016 in certain assumptions for the retirement plans of the Group's material countries.
| MILLION EURO | Effect on December 31, 2015 Defined benefit obligation |
Effect on December 31, 2016 Defined benefit obligation |
|---|---|---|
| 25 bp decrease in discount rate | 78 | 87 |
| 25 bp increase in discount rate | (73) | (80) |
| Change in mortality table, assuming employees live one year longer |
72 | 58 |
For the Group's material countries, plan assets comprise following major asset classes:
At year-end 2015 and 2016, the fair value of assets does not comprise equity or debt instruments of the Company or its subsidiaries.
| MILLION EURO | December 31, 2015 | December 31, 2016 |
|---|---|---|
| Cash, cash equivalents and other | 13 | 41 |
| Equity instruments | 493 | 309 |
| Debt instruments | 650 | 691 |
| Assets held by insurance company (1) | - | 186 |
| TOTAL | 1,156 | 1,227 |
(1) DC plans with return guarenteed by law
For 2017, the Group expects for the defined benefit plans of its material countries, excluding the defined contribution plans in Belgium, a total defined benefit cost in profit or loss of 47 million Euro, comprising of 23 million Euro service and administrative expenses and taxes and 24 million Euro net interest costs.
During the next fiscal year 2017, the Group expects to contribute between 71 and 75 million Euro for its material retirement and other post-employment plans. This amount excludes the contribution payments for the defined contribution plans in Belgium. This is lower than the Company's cash out for 2016 which amounted to 82 million Euro. The 82 million Euro cash out comprised of 38 million Euro employer contributions and 44 million Euro benefit payments directly paid by the Company to the beneficiaries. The 2016 employer contributions have been impacted by one-time payments for US and UK amounting to 15 million Euro in aggregate.
On March 1, 2016 the Group established a cash-settled sharebased payment plan for specific participants indicated by the Board of Directors. Participants are granted a Stock Appreciation Right Bonus giving right to a cash bonus reflecting the increase of the Company stock on the Euronext Brussels over a reference period of three years.
In total 657,000 stock appreciation rights were allocated to the members of the plan, with a vesting period of 3 years starting as from March 1st, 2016. The fair value of the rights are determined at each closing date using a Black & Scholes model, and presented as a liability with corresponding changes on fair value recognized in profit or loss (2016: 0.2 million Euro).
Following key parameters were used in the valuation model.
| Fair value of Stock Appreciation rights at December 31, 2016 | 0.98 euro |
|---|---|
| Grant date price | 3.47 euro |
| Expected volatility | 47% |
| Grant date | March 1, 2016 |
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Non-current liabilities | 137 | 74 |
| Revolving credit facility | 38 | (2) |
| EIB loan | 58 | 32 |
| Liabilities to banks | - | 2 |
| Debentures | 41 | 42 |
| Current liabilities | 44 | 37 |
| EIB loan | 26 | 26 |
| Liabilities to banks | 18 | 11 |
In 2015, the Company renegotiated a revolving credit facility with a notional amount of 400 million Euro having a maturity date July 2020. In general, drawdowns under these lines are made for short periods, but the Group has the discretion to rollover the liability under the existing committed loan agreement. These loan facilities are unsecured.
At December 31, 2016, there were no drawdowns under this facility. Transaction costs amounting to 2 million Euro were included in the initial measurement of the financial liability
and are amortized using the effective interest method over the duration of the facility.
At December 31, 2015, drawdowns under this facility amounted to 40 million Euro. Transaction costs of 2 million Euro have been included in the initial measurement of the financial liability, and are amortized using the effective interest method over the duration of the facility.
The split over the relevant periods is as follows:
| MILLION EURO Notional amount |
Outstanding amount | Interest rate | |||||
|---|---|---|---|---|---|---|---|
| Maturity date | 2015 | 2016 | 2015 | 2016 | Currency | 2015 | 2016 |
| 2020 | 400 | 400 | 38 | (2) | 1.1% | - | |
| TOTAL | 400 | 400 | 38 | (2) | EUR |
25.2.1 Long-term facilities Maturities of long-term unsecured facilities were as follows:
| MILLION EURO | 2015 | 2016 | |||
|---|---|---|---|---|---|
| Maturing | Outstanding amount | Interest rate | Outstanding amount | Interest rate | |
| between 1-5 years: EIB loan | 58 | 4.33% - 4.36% | 32 | 4.33% - 4.36% | |
| between 1-5 years: other facilities | - | - | 2 | local interest rate + spread |
|
| > 5 years | - | - | - | - | |
| TOTAL | 58 | 34 |
Long-term facilities mainly comprise the loan agreement with the European Investment Bank (EIB) that the Group concluded in the fourth quarter of 2010. The EIB is lending 130 million Euro to finance research, development and innovation (RDI) projects in HealthCare IT and imaging technology of the Group, undertaken from 2010 up to 2013. The amount of the loan shall not exceed 50% of the total costs of the projects.
2011, maturing until August 2018. A second amount of 60 million Euro has been withdrawn in 2012, maturing until February 2019. The long-term portion of the EIB loan amounts to 32 million Euro.
In the course of 2014, the Company negotiated a loan agreement with the Export Development Canada (EDC) for a nominal amount of 50 million Euro. EDC is lending 50 million Euro to finance research and development activities by Agfa HealthCare Inc. (Canada), with maturity date June 2019.
A first amount of 70 million Euro has been withdrawn in
The funds could be requested over a commitment period of two years ending June 2016. The Company has decided not to use this facility.
Other non-current facilities to banks relate to a local loan agreement in Argentina maturing in 2018. The local floating interest rate is the 'Badlar Privada Corregia Promedio' + 5.5% spread.
Short-term facilities comprise the short-term portion of the EIB loan (26 million Euro) and other local bank facilities in Latin-America, which are mainly unsecured. The weighted average interest rate of these other local bank facilities is 8.99% (2015: 7.92%).
In May 2005, the Company issued a bond with nominal value of 200 million Euro.
The bond carried a 4.375% coupon and matured in June 2015.
Interests are payable annually in arrear. The issue price was 101.956%. The bond is carried at amortized cost.
In May 2014, the Company launched a public exchange offer on aforementioned bond.
The holders of the existing bond were able to exchange their existing bonds for new bonds with a nominal amount of 1,000 Euro having a gross coupon of 5.35% per annum maturing in June 2019. Existing bonds for an aggregate amount of 42 million Euro were tendered into the exchange offer. Existing bonds for an aggregate nominal amount of 147 million Euro have been repaid in June 2015.
As of December 31, 2016, non-current provisions amounted to 4 million Euro (2015: 6 million Euro). Other non-current provisions comprise a provision for onerous rent and a provision for demolition costs.
| MILLION EURO | Environmental | Restructuring | Other | TOTAL |
|---|---|---|---|---|
| Provisions at December 31, 2015 | 1 | - | 5 | 6 |
| Provisions made during the year | - | - | - | - |
| Provisions used during the year | - | - | (1) | (1) |
| Provisions reversed during the year | - | - | - | - |
| Exchange differences | - | - | - | - |
| Transfers | - | - | (1) | (1) |
| Provisions at December 31, 2016 | 1 | - | 3 | 4 |
As of December 31, 2016, current provisions amounted to 74 million Euro (2015: 81 million Euro).
| MILLION EURO | Environmental | Trade-related | Restructuring | Other | TOTAL |
|---|---|---|---|---|---|
| Provisions at December 31, 2015 | 5 | 47 | 15 | 14 | 81 |
| Provisions made during the year | - | 71 | 18 | 4 | 93 |
| Provisions used during the year | (1) | (71) | (16) | (5) | (93) |
| Provisions reversed during the year | - | (4) | (1) | (3) | (8) |
| Exchange differences | - | 1 | - | (1) | - |
| Transfers | - | 1 | - | - | 1 |
| Provisions at December 31, 2016 | 4 | 45 | 16 | 9 | 74 |
Provisions for environmental protection relate to future re-landscaping, landfill modernization and the remediation of land contaminated by past industrial operations.
Provisions for trade-related commitments at closing date and related flows during the year primarily include provisions for bonuses and rebates related to goods and services purchased by customers in the accounting period, commissions to agents, warranty provisions, commercial litigations and onerous contracts. Provisions for restructuring mainly comprise costs related to the closure of the Italian printing plate factory in Agfa Graphics amounting to 7 million euro, costs related to the withdrawal from the contrast media market in Agfa HealthCare amounting to 4 million euro and employee termination costs. Other current provisions comprise provisions for onerous rent, legal claims from former staff and a legal claim regarding import duties.
Deferred revenue comprises amounts invoiced in accordance with contractually agreed terms but unearned whereas advance payments reflect the amounts paid by customers who have not yet received an invoice and to whom the Company still has to fulfil its commitment, i.e. delivery of goods and/or services.
As of December 31, 2016, deferred revenue and advance payments amounted to 141 million Euro (2015: 141 million Euro) and primarily result from milestone billing in arrangements combining multiple deliverables such as software, hardware, services, … (multipleelement arrangements) and from the advance billing of service and maintenance contracts.
The application of the Group's accounting policy on recognition of revenue with regard to multiple-element arrangements requires management to judge whether or not an arrangement comprises multiple elements, and if so, whether reliable vendor-specific objective evidence of fair value exists for those elements.
Allocating the total arrangement fee, including any discounts, to each deliverable based on vendor specific objective evidence of fair value involves the use of significant estimates and assumptions. Changes to the elements in a multiple-element arrangement and the respective fair value of the related elements could materially impact the amount of earned and unearned revenue.
At December 31, 2015, other payables amounted to 46 million Euro and mainly related to invoices to receive from suppliers which have been reclassified in 2016 to trade accounts payable. The other payables at December 31, 2016 amounting to 11 million Euro, mainly comprises of accrued interests on liabilities, payables resulting from cash management and liabilities against staff resulting from compensation of travel and other personnel related expenses.
The Group leases mainly buildings and cars under a number of operating lease agreements. The future lease payments under these non-cancellable operating leases are due as follows:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Not later than one year | 44 | 43 |
| Between one and five years | 94 | 83 |
| Later than five years | 13 | 10 |
| TOTAL | 151 | 136 |
The Group leases out business accommodation and other equipment under operating leases. Non-cancellable operating lease rentals are as follows:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Not later than one year | 2 | 1 |
| Between one and five years | 2 | 1 |
| Later than five years | - | - |
| TOTAL | 4 | 2 |
Contingent liabilities resulted entirely from commitments given to third parties and comprise:
| MILLION EURO | 2015 | 2016 |
|---|---|---|
| Bankguarantees | 46 | 46 |
| Other | 1 | 1 |
| TOTAL | 47 | 47 |
Total purchase commitments in connection with major capital expenditure projects for which the respective contracts have already been awarded or orders placed amounted to 1 million Euro as of December 31, 2016 (2015: 1 million Euro).
The Group is currently not involved in any major litigation apart from those related to the AgfaPhoto insolvency.
In connection with the divestment of the Consumer Imaging business of Agfa-Gevaert AG and certain of its subsidiaries, the Group entered into various contractual relationships with AgfaPhoto Holding GmbH, AgfaPhoto GmbH and their subsidiaries in various countries (the 'AgfaPhoto group'), providing for the transfer of its Consumer Imaging business, including assets, liabilities, contracts and employees, to AgfaPhoto group companies.
Subsequent to the divestment, insolvency proceedings have been opened with respect to AgfaPhoto GmbH and a number of its subsidiaries in both Germany and other countries. The Group had been sued through lawsuits or other actions in various countries in connection with a number of disputes. The Group believes that it has meritorious defences in these lawsuits and other actions and is defending itself vigorously.
With respect to this divestment, the receiver of AgfaPhoto GmbH initiated various arbitration proceedings before the ICC International Court of Arbitration in Paris. In the only arbitration proceeding still pending, the receiver claims alleged damages suffered as a result of inter alia, undercapitalization of AgfaPhoto GmbH and causation of the insolvency of AgfaPhoto GmbH. The Group believes that it has meritorious defences with respect to these claims and is defending itself vigorously. Due to what we believe to be a highly speculative nature of the claims asserted by the receiver of AgfaPhoto GmbH, we deem it impossible
to arrive at a reliable estimate of the financial implications of this arbitration proceeding. As new developments occur or more information becomes available, it is possible that the assumptions and estimates in these matters will change
Key management personnel compensation (excluding employer's social contribution) included in profit or loss can be detailed as follows:
| 2015 | 2016 | |||
|---|---|---|---|---|
| MILLION EURO | Directors | Executive Management |
Directors | Executive Management |
| Short-term employee benefits | 0.5 | 4.0 | 0.6 | 4.4 |
| Post-employment benefits | - | 0.3 | - | 0.4 |
| Share-based payment | - | - | - | - |
| TOTAL | 0.5 | 4.3 | 0.6 | 4.8 |
As of December 31, 2016, there were no loans outstanding neither to members of the Executive Management nor to members of the Board of Directors.
Pension provisions for members and retired members of the Executive Management, amounting to 18 million Euro, are reflected in the statement of financial position of the Group at December 31, 2016. Key management personnel remuneration is also included in the Remuneration Report see pages 158 - 161.
31.2 OTHER RELATED PARTY TRANSACTIONS
Transactions with related companies are mainly trade transactions. The revenue and expenses related to these transactions are immaterial to the consolidated financial statements as a whole.
The Group and its business partner Shenzhen Brother Gao Deng Investment Group Co., Ltd. combined as of 2010 their activities aiming at reinforcing both partners' market position in Greater China and ASEAN region.
Shenzhen Brother Gao Deng Investment Group Co., Ltd. has a 49% stake in Agfa Graphics Asia Ltd., the holding company of the combined operations of both parties. See also note 23.8 Non-controlling Interests.
The following table summarizes the transaction values and the outstanding balances between the Group and Shenzhen Brother Gao Deng Investment Group Co., Ltd. In the course of 2016 Shenzhen Brother Gao Deng Investment Group Co., Ltd. received a dividend of 12 million Euro (49%).
| Transaction value for the year ended December 31 |
Balance outstanding at December 31 |
|||
|---|---|---|---|---|
| MILLION EURO | 2015 | 2016 | 2015 | 2016 |
| Sales to Shenzhen Brother Gao Deng Investment Group Co., Ltd. |
32 | 37 | 5 | 10 |
| Purchases from Shenzhen Brother Gao Deng Investment Group Co., Ltd. |
44 | 33 | 1 | 1 |
| Dividend | 25 | 12 | - | - |
The calculation of basic earnings per share at December 31, 2016, was based on the profit (loss) attributable to owners of the Company of 70 million Euro (2015: 62 million Euro
and a weighted average number of ordinary shares outstanding during the year ended December 31, 2016, of 167,751,190 (2015: 167,751,190).
The weighted average number of ordinary shares is calculated as follows:
| Number of ordinary shares at January 1, 2016 |
Effect of options excercised during 2016 |
Weighted average number of ordinary shares at December 31, 2016 |
|---|---|---|
| 167,751,190 | - | 167,751,190 |
| EURO | 2015 | 2016 |
| Basic earnings per share | 0.37 | 0.42 |
The calculation of diluted earnings per share at December 31, 2016 was based on the profit (loss) attributable to owners of the Company of 70 million Euro (2015: 62 million Euro and a weighted average number of ordinary shares outstanding during the year ended
December 31, 2016 of 167,751,190 (2015: 167,751,190). It should be noted that there are no options outstanding at December 31, 2016.
The weighted average number of ordinary shares (diluted) is calculated as follows:
| Number of ordinary shares at January 1, 2016 |
Effect of stock options on issue |
Weighted average number of ordinary shares at December 31, 2016 |
|---|---|---|
| 167,751,190 | - | 167,751,190 |
| EURO | 2015 | 2016 |
| Diluted earnings per share | 0.37 | 0.42 |
The average fair value of one ordinary share during 2016 was 3.44 Euro per share.
The ultimate parent of the Group is Agfa-Gevaert NV (BE 0404 021 727), Mortsel (Belgium). The Company is the parent company for the following significant subsidiaries.
| Consolidated companies, December 31, 2016 | ||||
|---|---|---|---|---|
| Name of the company | Location | Effective interest % | ||
| Agfa (Pty.) Ltd. | Isando/Rep. of South Africa | 100 | ||
| Agfa (Wuxi) Imaging Co., Ltd. | Wuxi/PR China | 99.16 | ||
| Agfa (Wuxi) Printing Plate Co. Ltd. | Wuxi/PR China | 51 | ||
| Agfa ASEAN Sdn. Bhd. | Kuala Lumpur/Malaysia | 51 | ||
| Agfa Corporation | Elmwood Park/United States of America | 100 | ||
| Agfa de Mexico S.A. de C.V. | Mexico D.F./Mexico | 100 | ||
| Agfa Finance Corp. | Wilmington/United States of America | 100 | ||
| Agfa Finance Inc. | Toronto/Canada | 100 | ||
| Agfa Finance Italy SpA | Milano/Italy | 100 | ||
| Agfa Finance NV - BE 0436 501 879 | Mortsel/Belgium | 100 | ||
| Agfa Finco NV - BE 0810 156 470 | Mortsel/Belgium | 100 | ||
| Agfa Graphics Argentina S.A. | Buenos Aires/Argentina | 100 | ||
| Agfa Graphics Asia Ltd. | Hong Kong/PR China | 51 | ||
| Agfa Graphics Ecuador CIA. LTDA | Quito/Ecuador | 100 | ||
| Agfa Graphics Ltd. | Leeds/United Kingdom | 100 | ||
| Agfa Graphics Middle East Fzco | Dubai/United Arab Emirates | 100 | ||
| Agfa Graphics NV - BE 0456 366 588 | Mortsel/Belgium | 100 | ||
| Agfa Graphics S.r.l. | Milano/Italy | 100 | ||
| Agfa HealthCare - Knightsbridge GmbH | Vienna/Austria | 60 | ||
| Agfa HealthCare AG | Dübendorf/Switzerland | 100 | ||
| Agfa HealthCare Argentina S.A. | Buenos Aires/Argentina | 100 | ||
| Agfa HealthCare Australia Limited | Scoresby/Australia | 100 | ||
| Agfa HealthCare Brasil Importacao e Servicos Ltda. | Sao Paulo/Brazil | 100 | ||
| Agfa HealthCare Chile Ltda. | Santiago de Chile/Chile | 100 | ||
| Agfa HealthCare Colombia Ltda. | Bogota/Colombia | 100 | ||
| Agfa HealthCare Corporation | Greenville/United States of America | 100 | ||
| Agfa HealthCare Denmark A/S | Copenhagen/Denmark | 100 | ||
| Agfa HealthCare France S.A. | Artigues près Bordeaux/France | 100 | ||
| Agfa HealthCare Equipments Portugal Lda. | Sintra/Portugal | 100 | ||
| Agfa HealthCare Finland Oy AB | Espoo/Finland | 100 | ||
| Agfa HealthCare Germany GmbH | Bonn/Germany | 100 | ||
| Agfa HealthCare Ges.mbH | Vienna/Austria | 100 | ||
| Agfa HealthCare GmbH | Bonn/Germany | 100 | ||
| Agfa HealthCare Hellas A.E.B.E. | Peristeri/Greece | 100 | ||
| Agfa HealthCare Hong Kong Ltd. | Hong Kong/PR China | 100 | ||
| Agfa HealthCare Hungary Kft. | Budapest/Hungaria | 100 | ||
| Agfa HealthCare Imaging Agents GmbH | Cologne/Germany | 100 | ||
| Agfa HealthCare Inc. | Mississauga/Canada | 100 | ||
| Agfa HealthCare India Private Ltd. | Thane/India | 100 | ||
| Agfa HealthCare Luxembourg S.A. | Bertrange/Luxemburg | 100 | ||
| Agfa HealthCare Malaysia Sdn. Bhd. | Kuala Lumpur/Malaysia | 100 |
| Agfa HealthCare Mexico S.A. de C.V. | Mexico D.F./Mexico | 100 |
|---|---|---|
| Agfa HealthCare Norway AS | Oslo/Norway | 100 |
| Agfa HealthCare NV - BE 0403 003 524 | Mortsel/Belgium | 100 |
| Agfa HealthCare Saudi Arabia Company Limited LLC | Riyadh/Saudi Arabia | 100 |
| Agfa HealthCare (Shanghai) Co Ltd. | Shanghai/PR China | 100 |
| Agfa HealthCare Singapore Pte. Ltd. | Singapore/Republic of Singapore | 100 |
| Agfa HealthCare Solutions LLC | Dubai/United Arab Emirates | 100 |
| Agfa HealthCare South Africa Pty. Ltd. | Isando/Rep. of South Africa | 100 |
| Agfa HealthCare Spain S.A.U. | Barcelona/Spain | 100 |
| Agfa HealthCare Sweden AB | Kista/Sweden | 100 |
| Agfa HealthCare Systems Taiwan Co. Ltd. | Taipei/Taiwan | 100 |
| Agfa HealthCare UK Limited | Brentford/United Kingdom | 100 |
| Agfa Imaging (Shenzhen) Co. Ltd. | Shenzhen/PR China | 51 |
| Agfa Inc. | Mississauga/Canada | 100 |
| Agfa Korea Ltd. | Seoul/Korea | 100 |
| Agfa Limited | Dublin/Ireland | 100 |
| Agfa Materials Corporation | Wilmington/United States of America | 100 |
| Agfa Materials Japan Ltd. | Tokyo/Japan | 100 |
| Agfa Materials Taiwan Co. Ltd. | Taipei/Taiwan | 100 |
| Agfa Scots Ltd. | Edinburgh/United Kingdom | 100 |
| Agfa Singapore Pte. Ltd. | Singapore/Republic of Singapore | 51 |
| Agfa Solutions SAS | Rueil-Malmaison/France | 100 |
| Agfa Sp. z.o.o. | Warsaw/Poland | 100 |
| Agfa Taiwan Co. Ltd. | Taipei/Taiwan | 51 |
| Agfa-Gevaert A.E.B.E. | Athens/Greece | 100 |
| Agfa-Gevaert Aktiengesellschaft für Altersversorgung | Cologne/Germany | 100 |
| Agfa-Gevaert Argentina S.A. | Buenos Aires/Argentina | 100 |
| Agfa-Gevaert B.V. | Rijswijk/Netherlands | 100 |
| Agfa-Gevaert Colombia Ltda. | Bogota/Colombia | 100 |
| Agfa-Gevaert de Venezuela S.A. | Caracas/Venezuela | 100 |
| Agfa-Gevaert do Brasil Ltda. | Sao Paulo/Brazil | 100 |
| Agfa-Gevaert Graphic Systems GmbH | Cologne/Germany | 100 |
| Agfa-Gevaert HealthCare GmbH | Cologne/Germany | 100 |
| Agfa-Gevaert Japan, Ltd. | Tokyo/Japan | 100 |
| Agfa-Gevaert Limited | Scoresby/Australia | 100 |
| Agfa-Gevaert Limited | Brentford/United Kingdom | 100 |
| Agfa-Gevaert Ltda. | Santiago de Chile/Chile | 100 |
| Agfa-Gevaert GmbH | Cologne/Germany | 100 |
| Agfa-Gevaert NZ Ltd. | Auckland/New Zealand | 100 |
| Agfa-Gevaert S.A. | Rueil-Malmaison/France | 99.99 |
| Agfa-Gevaert S.p.A. | Milan/Italy | 100 |
| Agfa HealthCare Imaging Agents France S.r.l. | Marcq en Baroeul/France | 100 |
| Lastra Attrezzature S.r.l. | Manerbio/Italy | 60 |
| Litho Supplies (UK) Ltd. | Derby/United Kingdom | 100 |
| Luithagen NV - BE 0425 745 668 | Mortsel/Belgium | 100 |
| New ProImage America Inc. | Princeton/United States of America | 100 |
| New ProImage Ltd. | Netanya/Israel | 100 |
| OOO Agfa Graphics | Moscow/Russian Federation | 100 |
| OOO Agfa | Moscow/Russian Federation | 100 |
|---|---|---|
| Shanghai Agfa Imaging Products Co., Ltd. | Shanghai/PR China | 51 |
| Agfa HealthCare Algérie Sarl | Alger/Algeria | 100 |
| Agfa HealthCare Kazakhstan LLP | Almaty/Republic of Kazakhstan | 100 |
| Agfa HealthCare Ukraine LLC | Kyiv/Ukraine | 100 |
| PT Gevaert-Agfa HealthCare Indonesia | Jakarta/Indonesia | 100 |
| TIP Management AG | Zürich/Switzerland | 100 |
| TIP Group Deutschland GmbH | Düsseldorf/Germany | 100 |
| Agfa HealthCare Middle East FZ-LLC | Dubai/United Arab Emirates | 100 |
| Associated companies, December 31, 2016 | ||
| Name of the company | Location | Effective interest % |
| My Personal Health Record Express Inc. | New York/United States of America | 26.40 |
There are no subsequent events.
The following fees for the services of KPMG Bedrijfsrevisoren/ Réviseurs d'Entreprises were recognized as an expense:
| EURO | 2015 | 2016 |
|---|---|---|
| Fees of the independent auditor with respect to the statutory audit mandate for the Company and the Group (Belgium) |
538,544 | 536,067 |
| Fees for non-audit services rendered by the independent auditor to the Company and the Group | ||
| Other attestation | 34,450 | 29,425 |
| Tax | 156,183 | 175,758 |
| Other non-audit | 327,290 | 193,695 |
| SUBTOTAL | 1,056,467 | 934,945 |
| Fees of independent auditor's network with respect to a statutory audit mandate at the level of the Group (foreign operations) |
1,183,283 | 1,108,367 |
| Fees for non-audit services rendered by the independent auditor's network to the Group (foreign operations) | ||
| Other attestation | 65,861 | 62,415 |
| Tax | 29,588 | 31,706 |
| Other non-audit | 155,858 | 71,201 |
| SUBTOTAL | 1,434,590 | 1,273,689 |
| TOTAL | 2,491,057 | 2,208,634 |
The fees for the auditing of financial statements comprise those for the audits of the consolidated financial statements of the Agfa-Gevaert Group and the financial statements of
its subsidiaries in Belgium and abroad. Other non-audit fees mainly relate to advice and due diligence assistance.
In accordance with the legal requirements, we report to you in the context of our statutory auditor's mandate. This report includes our report on the consolidated financial statements as of and for the year ended December 31, 2016, as defined below, as well as our report on other legal and regulatory requirements.
We have audited the consolidated financial statements of Agfa-Gevaert NV ('the Company') and its subsidiaries (jointly 'the Group'), prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at December 31, 2016 and the consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to 2,352 million Euro and the consolidated statement of profit or loss shows a profit for the year of 80 million Euro.
The board of directors is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines, is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISAs) as adopted in Belgium. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements.
We have obtained from the Company's officials and the board of directors the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our unqualified opinion.
In our opinion, the consolidated financial statements give a true and fair view of the Group's equity and consolidated financial position as at December 31, 2016 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the annual report on the consolidated financial statements.
In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we provide the following additional statement which does not modify the scope of our opinion on the consolidated financial statements:
• The annual report on the consolidated financial statements includes the information required by law, is consistent with the consolidated financial statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
Kontich, April 7, 2017
KPMG Bedrijfsrevisoren Statutory Auditor represented by
H. Van Donink Bedrijfsrevisor
The following pages are extracts of the statutory annual accounts of Agfa-Gevaert NV prepared under Belgian accounting policies. The management report of the Board of Directors to the Annual General Meeting of Shareholders and the annual accounts of Agfa-Gevaert NV as well as the Auditor's Report, will be filed with the National Bank of Belgium within the statutory stipulated periods. These documents are available on request from Agfa's Investor Relations department and at www.agfa.com/investorrelations.
Only the Consolidated Annual Financial Statements as set forth in the preceding pages present a true and fair view of the financial position and performance of the Agfa-Gevaert Group. The Statutory Auditor's Report is unqualified and certifies that the non-consolidated financial statements of Agfa-Gevaert NV for the year ending December 31, 2016 give a true and fair view of the financial position and results of the Company in accordance with all legal and regulatory dispositions.
| MILLION EURO | 2015 (1) | 2016 | |||
|---|---|---|---|---|---|
| I. Operating income | |||||
| A. | Turnover | 494 | 452 | ||
| B. | Stocks of finished goods, work and contracts in progress (increase +, decrease -) | 14 | (9) | ||
| C. | Own work capitalised | 20 | 18 | ||
| D. | Other operating income | 106 | 103 | ||
| E. | Non-recurring operating income | 2 | 1 | ||
| TOTAL OPERATING INCOME | 636 | 565 | |||
| II. Operating charges | |||||
| A. | Raw materials, consumables | ||||
| 1. Purchases | 255 | 225 | |||
| 2. Stocks (increase -, decrease +) | (5) | (1) | |||
| B. | Services and other goods | 93 | 93 | ||
| C. | Remuneration, social security costs and pensions | 210 | 205 | ||
| D. | Depreciation of and other amounts written off formation expenses, intangible and tangible fixed assets |
26 | 34 | ||
| E. | Amounts written off stocks, contracts in progress and trade debtors (appropriations +, write-backs -) |
2 | (1) | ||
| F. | Provisions for liabilities and charges (appropriations +, uses and write-backs -) |
(13) | (12) | ||
| G. | Other operating charges | 6 | 7 | ||
| H. | Non-recurring operating charges | 0 | 8 | ||
| TOTAL OPERATING CHARGES | 574 | 558 | |||
| III. | Operating profit/Loss | 62 | 7 | ||
| IV. | Financial income | 128 | 116 | ||
| V. | Financial charges | (206) | (162) | ||
| VI. | Gain/ Loss for the period before taxes | (16) | (39) | ||
| VII. | Transfer from deferred taxes | 0 | 0 | ||
| VIII. | Income taxes | 1 | 0 | ||
| IX. | Gain/ Loss of the period | (15) | (39) | ||
| X. | Transfer from untaxed reserves | 0 | 134 | ||
| XI. | Gain/ Loss of the period available for appropriation | (15) | 95 | ||
| Appropriation account | |||||
| A. | Profit to be appropriated | 370 | 465 | ||
| 1. Gain (loss) of the period available for appropriation | (15) | 95 | |||
| 2. Accumulated profits (losses) | 385 | 370 | |||
| B. | Withdrawals from capital and reserves | 0 | 0 | ||
| C. | Transfer to capital and reserves | 0 | 134 | ||
| D. | Accumulated profits (losses) | 370 | 331 | ||
| F. | Profit to be distributed | 0 | 0 |
(1) Due to changes in the accounting legislation (Royal Decree of December 18, 2015), the extraordinary items are no longer presented in a separate section, but they are placed under the operating results or under the financial results. Comparative information for the year 2015 has been restated.
| MILLION EURO | December 31, 2015 | December 31, 2016 | |
|---|---|---|---|
| Assets | |||
| I. | Formation expenses | 3 | 2 |
| II. | Intangible fixed assets | 32 | 21 |
| III. | Tangible fixed assets | 16 | 17 |
| IV. | Financial fixed assets | 3,186 | 2,791 |
| V. | Amounts receivable after more than 1 year | 0 | 0 |
| VI. | Stocks and contracts in progress | 107 | 99 |
| VII. | Amounts receivable within one year | 271 | 588 |
| VIII. | Current investments | 23 | 17 |
| IX. | Cash at bank and in hand | 27 | 59 |
| X. | Deferred charges and accrued income | 3 | 3 |
| 3,668 | 3,597 | ||
| Liabilities | |||
| I. | Capital | 187 | 187 |
| II. | Share premium account | 211 | 211 |
| IV. | Reserves | 416 | 416 |
| V. | Accumulated profits | 370 | 331 |
| VI. | Investment grants | 1 | 1 |
| 1,185 | 1,146 | ||
| VII. | Provisions and deferred taxes | 49 | 37 |
| VIII. | Amounts payable after more than one year | 144 | 75 |
| IX. | Amounts payable within one year | 2,279 | 2,332 |
| X. | Accrued charges and deferred income | 11 | 7 |
| 3,668 | 3,597 |
The Company has decided to apply the Belgian Corporate Governance Code 2009 as reference code. The Code can be consulted on the website www.corporategovernancecommittee.be.
Unless otherwise stated in the relevant sections of this Statement, the Company is completely in line with the Belgian Corporate Governance Code 2009. The complete Corporate Governance Charter of the Company is published on the website: www.agfa.com/investorrelations.
This Corporate Governance Statement is also in line with the Law on Corporate Governance of April 6, 2010, as published in the Belgian State Gazette on April 23, 2010. The Law on Corporate Governance can be consulted on the website of the Belgian State Gazette www.staatsblad.be. The Remuneration Report is part of this Corporate Governance Statement.
The governance structure of the Company is built up round the Board of Directors, the Chief Executive Officer (CEO) and the Executive Committee (ExCo). The Board of Directors is assisted by a Nomination and Remuneration Committee and an Audit Committee.
12
As the ultimate management body of the Company, the Board of Directors is empowered to carry out any necessary or useful actions for the achievement of the corporate purpose, the exception being the powers reserved by law for the General Meeting of Shareholders (such as amendments to the articles of association, capital increases other than through the authorized capital, capital decreases).
The powers and operation of the Board of Directors are described extensively in the Corporate Governance Charter.
The articles of association determine that the Board of Directors meets whenever the interest of the Company so requires or following a request by two directors. In 2016, eight effective meetings took place, as well as a couple of short discussions per conference call.
In the course of 2016, the Board of Directors discussed and decided upon, inter alia: defining the corporate strategy and key policies, the perspectives for 2017 and the action plans for the years to come, recommendations from the various Committees to the Board of Directors, risk management, the approval of budgets, cost control scenarios, the evolution of important litigations and the approval of the annual accounts.
Directors likely to have conflicting interests with regard to any item on the agenda must disclose the conflict before any deliberation and must abstain from deliberating and voting on that item. More particularly, the directors must not put themselves in conflict situations as described in the Corporate Governance Charter of the Company. Should such an event occur against their will, they must disclose it before any deliberation relating to the conflicting item and must abstain from deliberating and voting on that item. In 2016, there were no occurrences where a director had directly or indirectly conflicting interests with a decision made by the Board of Directors.
The articles of association of the Company provide that the Board of Directors has at least six members, who do not need to be shareholders and who are appointed for a renewable maximum term of four years. At least half of the members are to be non-executive directors, including a minimum of three independent directors.
As from May 12, 2015, the Board of Directors consists of the following seven members:
(1) Independent director in accordance with article 526ter of the Belgian Code of Companies.
The mandates as a director of CRBA Management BVBA, with permanent representative Christian Reinaudo, and of Mercodi BVBA, with permanent representative Jo Cornu, expire immediately following the General Meeting of Shareholders of May 9, 2017. They both seek re-election.
During the General Meeting of Shareholders of May 9, 2017, the shareholders will be asked to reappoint CRBA Management BVBA, with permanent representative Christian Reinaudo, and Mercodi BVBA, with permanent representative Jo Cornu, respectively as executive and as non-executive director for a new four-year term.
Julien De Wilde joined Agfa-Gevaert's Board of Directors in 2006. In April 2008, he became Chairman of the Board of Directors.
Christian Reinaudo joined the Agfa-Gevaert Board of Directors in 2010. As from May 1, 2010, he is CEO of Agfa-Gevaert.
Julien De Wilde (°1944 - Belgian) obtained an engineering degree from the Catholic University of Leuven (Belgium). From 1969 onwards he held various managerial positions at Texaco. In 1986 he was appointed member of the European Management Board of Texaco in New York. In 1988 he became head of the research and business development department of Recticel. A year later he became a member of the Executive Board of Alcatel Bell, where he was responsible for strategy and general services. From 1995 to 1998, Julien De Wilde was CEO of Alcatel Bell and from 1999 to 2002, he was Executive Vice-President and member of the Executive Board of Alcatel in Paris, responsible for Europe, the Middle East, Latin America, India and Africa. From July 1, 2002 to May 2006, he was CEO of the Bekaert Group.
Christian Reinaudo (°1954 - French) is a graduate from the 'Ecole de Physique et de Chimie Industrielles de Paris' and holds a doctorate from the 'University of Paris' (France). He started his career with Alcatel (formerly named 'Compagnie Générale d'Electricité') in 1978 in the Research and Development Centre of Marcoussis (France). During his Alcatel period he managed several multi billion Euro businesses and international sales and services organizations. From 1984 to 1996, he held several positions in the Cable Group of Alcatel (now Nexans), from research and development, to manufacturing, procurement, sales support and services. He took the position of President of the Submarine Networks Division in early 1997. Appointed President of the whole Optics Group in 1999, he enters the Executive Committee of Alcatel early 2000 as Executive Vice-President. In 2003, he was appointed President of Alcatel Asia Pacific and moved to Shanghai (China) where he stayed until 2006. During this period he was also the Vice-Chairman of the Board of Directors of Alcatel Shanghai Bell, the Chinese joint venture of Alcatel with the Chinese government. In 2006, he came back to Paris to manage the integration and the transition process associated with the merger of Alcatel and Lucent Technologies. He also became Director in the Board of Directors of Draka Comteq (the Netherlands). In 2007, he was appointed President Northern and Eastern Europe of Alcatel-Lucent and he joined the Board of Directors of Alcatel-Lucent
Michel Akkermans joined the Agfa-Gevaert Board of Directors in 2008.
(Belgium). Early 2008, he joined Agfa-Gevaert to be President of Agfa HealthCare.
• Director of Domo Chemicals GmbH (since October 18, 2016).
Michel Akkermans (°1960 - Belgian) holds a master of sciences in electronic engineering and computer sciences and a degree in economics and finance from the Catholic University of Leuven (Belgium). He is a serial entrepreneur and investor. He held management positions in a series of international banks and technology companies before founding FICS, a leading software provider in the field of online banking and regulatory financial reporting, in 1989. In 1999, FICS merged with Security First Technologies, creating S1 Corporation, the market leader in internet banking, with Michel Akkermans as its Chairman. In 2001, Michel Akkermans became Chairman and CEO of Clear2Pay, an innovative e-finance company focused on delivering globally applicable solutions for secure electronic payments. In 2014, Clear2Pay was acquired by FIS.
• Director of Quest for Growth, Capricorn ICT Arkiv, Citymesh, Approach, Awingu, nCentric, NGData, Connective, Seaters, ThreeAndMore, Intix, Cashforce, Imec VZW and Imec International, Belcham, miDiagnostic, Rombit, Scriptbook.
• CEO NMBS (until March 6, 2017).
Jo Cornu joined the Agfa-Gevaert Board of Directors in 2002. At the end of November 2007, Jo Cornu was appointed CEO of Agfa-Gevaert. He resigned as CEO as from May 1, 2010.
Willy Duron joined the Agfa-Gevaert Board of Directors in 2008.
Hilde Laga joined the Agfa-Gevaert Board of Directors in 2015.
Viviane Reding joined the Agfa-Gevaert Board of Directors in 2015.
Willy Duron (°1945 - Belgian) has a master of mathematics from Ghent University (Belgium) and a master of actuarial science from the Catholic University of Leuven (Belgium). He began his career in 1970 as an actuary for ABB Insurance (Assurantie van de Belgische Boerenbond), where he became Director Life and Reinsurance in 1984 and later Vice Director-General. He became Chairman of the Executive Board of KBC Insurance in 2000 and President of the Executive Board of KBC Bank and Insurance Holding Company in 2003. From early 2005 to late 2006, he was CEO of KBC Group NV.
Hilde Laga (°1956 - Belgian) is recognized as a Belgian authority in the corporate law advisory field. Until 2014 she combined client work as a lawyer with an esteemed academic career. After obtaining a PhD in Law at the University of Leuven, she founded the law firm Laga, which she led as managing partner and as head of the corporate M&A practice until 2013, and that comprises approximately 150 qualified lawyers. As a professor at the University of Leuven, Hilde Laga lectured corporate law, a subject on which she has written numerous national and international publications. Currently, she is connected as visiting professor. Hilde Laga is a member of the Belgian Corporate Governance Committee and served several years as a member of the Supervisory Board of the Belgian Financial Services and Markets Authority (former CBFA).
Viviane Reding (°1951 – Luxembourger) obtained a PhD degree (University Sorbonne, Paris) after which she acted as a professional journalist during twenty years. In 1999, having served ten years in the Luxembourg Parliament and ten years in the European Parliament, she became the European Commissioner for Education, Culture, Youth and Sport. In 2004, she became EU Commissioner for Information Society and Media. In that period, she was instrumental in the reform of the European telecom sector, opening the internal market to competition, as well as in the reform of the European research area, reinforcing the technological research platforms. In 2010, she became the first Vice-President and EU Commissioner responsible for Justice, Fundamental Rights and Citizenship.
The Audit Committee completes the tasks as described in article 526bis§4 of the Belgian Code of Companies and assists the Board of Directors in achieving its mission of control in the broadest sense. Its powers and the way it functions are described extensively in chapter 5.1 of the Corporate Governance Charter.
As from May 12, 2015, the Audit Committee consists of the following three non-executive Directors: Mr. W. Duron, Chairman, Mr. J. De Wilde and Mrs. H. Laga. Two of them are independent directors. They all meet the requirements described in article 526bis§2 of the Belgian Code of Companies, with respect to the expertise in the field of accounting and audit.
The Committee held five meetings in 2016. Amongst other items the following topics were discussed: the verification of the annual accounts 2015, the quarterly results of 2016 and the reports of the internal audit department, the follow-up of important legal issues such as the AgfaPhoto file and the evaluation of risk management in the Group.
The Nomination and Remuneration Committee has been entrusted by the Board of Directors with responsibilities concerning the nomination for appointment, reappointment or dismissal of Directors and members of the Executive Management, the remunerations policies and the individual remuneration of the Directors and the members of the Executive Management. Operation and functions of the NRC are described extensively in chapter 5.2 of the Corporate Governance Charter. The Nomination and Remuneration Committee consists exclusively of non-executive Directors.
Since May 12, 2015, the Nomination and Remuneration Committee consists of the following three non-executive directors: Mr. J. Cornu, Mr. M. Akkermans and Mrs. V. Reding. Two of them are independent directors. The Committee had three meetings in 2016 and the following items, amongst others, were discussed: composition of the Board of Directors and the Committees, the compensation and benefits philosophy, performance and remuneration of the Executive Management and Senior Executives, pension obligations and drafting of the Remuneration Report.
| Board | AC | NRC | |
|---|---|---|---|
| Mr. Julien De Wilde | 8/8 | 4/5 | |
| Mr. Christian Reinaudo | 8/8 | ||
| Mr. Michel Akkermans | 6/8 | 2/3 | |
| Mr. Jo Cornu | 8/8 | 3/3 | |
| Mr. Willy Duron | 8/8 | 5/5 | |
| Mrs. Hilde Laga | 7/8 | 5/5 | |
| Mrs. Viviane Reding | 5/8 | 2/3 |
The Executive Management is at present entrusted to a Managing Director/CEO, CRBA Management BVBA, with permanent representative Mr. Christian Reinaudo, assisted by an ExCo. Together they represent the Executive Management.
The CEO is responsible for the implementation of the Company's policy and strategy laid down by the Board of Directors. Consequently, he has the most extensive powers regarding day-to-day management as well as a number of specific special powers. These powers are described extensively in the Corporate Governance Charter.
In order to allow the Board of Directors to exercise its control, the CEO regularly reports about his activities and about the development of the subsidiaries and affiliated companies.
Since February 29, 2012, the ExCo is composed as follows:
Agfa's Executive Management is responsible for the Group's internal control and risk system including those regarding financial reporting as approved by the Board of Directors. Internal control over financial reporting includes the assessment of the relevant risks, the identification and monitoring of key controls and actions taken to correct deficiencies as identified. The Audit Committee reviews the effectiveness of the internal control and risk management systems.
Agfa's control environment comprises of central finance functions such as consolidation and reporting, tax, treasury, investor relations on the one hand and finance functions at the level of the three business groups on the other hand.
All finance functions report (in-)directly to the Chief Financial Officer. All Group entities follow uniform central accounting policies and reporting requirements which are described in Agfa's Group Consolidation Accounting Manual.
Based on monthly review meetings with the central functions and business group management, the Executive Management has a process in place to identify, assess and follow-up on risks including those with regard to the financial reporting process on a regular basis and reports on those risks to the Audit Committee. These risks are being reviewed by the Audit Committee who might define further actions to the Executive Management.
Each business group is responsible for the monitoring of the financial performance and forecasting and reports to the Executive Management on a monthly basis. The consolidation process, based on a more extensive reporting, is performed on a quarterly basis and reviewed by the Executive Management and the Audit Committee who might define actions to the business groups and the central functions.
All entities use uniform central reporting tools and report in accordance with the instructions and reporting guidelines set out by the central reporting department. Financial information (including key performance indicators) is prepared on a consistent basis for each business group and at consolidated level and reviewed by the appropriate responsible. The Executive Management reports to the Audit Committee on all key risk factors on a regular basis.
One of the responsibilities of the Corporate Controlling and Accounting department is to improve the procedures used to prepare and process financial information. Regular reviews are conducted on the key control procedures in the preparation of financial information in the subsidiaries and at Group level in order to ensure proper application of instructions and guidelines with regards to financial reporting.
Internal Audit performs reviews on the monitoring of internal policies, guidelines and controls both relating to financial reporting and operational matters such as sales, production and R&D. Internal Audit reports to the Audit Committee which monitors the effectiveness.
The Company Secretary has been appointed as Compliance Officer to monitor the Directors' and other designated persons' compliance with the Group's policy with regard to inside information and market manipulation.
As with any company, Agfa is continually confronted with market and competition risks. Its traditional imaging business in Graphics as well as in HealthCare is faced with rapid changes in technology and has in the past been characterized by price erosion.
The economic crisis has an impact on the demand for our products, as well as for the products of our competitors. This is primarily the case for investment goods, but for Agfa Graphics and Agfa Specialty Products, the crisis also negatively affects the demand for consumables.
Agfa is also introducing many new technologies, such as industrial inkjet for Agfa Graphics and computed and direct radiography as well as information systems for Agfa HealthCare. The digital imaging and information marketplace, in which Agfa is increasingly operating, is highly competitive and subject to rapid change.
Agfa relies on other companies to supply certain key raw materials. The most important of these are aluminum and silver. Fluctuating raw material prices and any failure to obtain the needed raw materials on a timely basis could adversely affect Agfa's business, operational result and financial status. Furthermore, Agfa may choose to hedge a portion or the totality of its raw materials exposure, as it deems appropriate.
The activities of the Group may expose Agfa to product liability claims. Particularly with respect to its HealthCare activities, Agfa needs to comply completely with regulatory systems in many different countries. To mitigate product liability risks, Agfa has implemented a strict quality policy and control and has concluded a general insurance policy. Agfa has never suffered significant losses with respect to product liability, but there can be no assurance that this will not occur in the future.
Agfa is subject to many environmental requirements in the various countries in which it operates, including air and waste water emissions, hazardous materials and spill prevention and clean up. Significant operating and capital expenditures are required to comply with applicable standards. Provision is also made for current and reasonably foreseeable compliance and remediation costs.
Agfa owns, has applications pending for and is licensed under many patents relating to a variety of products as well as software. The Company relies on a combination of patent, copyright, trademark and trade secret legislation, trade secrets, confidentiality procedures, contractual provisions and license arrangements to establish and to protect its proprietary rights.
On the other hand, the Group has a policy of strictly respecting third parties intellectual property rights. Agfa is not aware that any of its products are infringing upon the intellectual property rights of others. However, there can be no assurance that third parties will not claim such infringements in the future.
Agfa is currently not involved in any major litigation apart from those related to the AgfaPhoto insolvency, which are commented in detail under note 30.2 on p.135-136 of the financial statements.
Furthermore, certain risks should be taken into account which could have a negative impact on the Company and its activities. Examples are risks concerning the continuity of production, extraordinary impairment of assets, pension obligations, changes in currency exchange rates and acquisitions.
The major features of the evaluation process for the Board of Directors and its Committees include assessing how the Board of Directors and its Committees operate, checking that the important issues are suitably prepared and discussed, evaluating the actual contribution of each Director's work and their involvement in discussions and decision-making. The complete evaluation process is extensively dealt with in the chapters 3, 4 and 5 of the aforementioned Corporate Governance Charter.
The last formal evaluation occurred in 2016, in which an internal evaluation process has taken place on the initiative of the Chairman of the Board and in collaboration with the Chairman of the Nomination and Remuneration Committee, involving contacts with the members of the Board of Directors and of the Executive Management in order to evaluate the functioning of the Board and the Executive Management (on individual level as well as on a corporate body level) on the one hand and the cooperation and relation between both bodies on the other hand.
The criteria taken into consideration for the evaluation concerned the size, composition and performance of the Board of Directors and the Committees as well as the quality of the interaction between the Board of Directors and the Executive Management. The results were based on answers given to a questionnaire (containing about seventy questions divided into ten chapters) on the one hand and the feedback provided during individual interviews on the other hand.
In the years where no formal evaluation is scheduled, the Chairman of the Board will informally inquire the Members of the Board and of the Executive Management at regular intervals regarding the functioning of the various corporate bodies.
The Board of Directors has taken note of the Belgian Law of July 28, 2011, regarding gender diversity on Board level. Since 2015, Agfa-Gevaert NV meets the legal requirements of that Law.
The Board of Directors' proposals to the General Meeting of Shareholders with regard to the allocation and distribution of the result take into consideration several factors, such as the Company's financial situation, the operating results, the current and expected cash flows and the plans for expansion.
Consistent with its principles and values, Agfa-Gevaert formulated a Code of Dealing immediately after the IPO in 1999. The Code contains rules with which Directors and members of senior management have to comply in case they wish to deal in financial instruments of the Company. The Code forbids these persons, inter alia, to deal during well-defined periods preceding the announcement of its financial results and the announcement of other price sensitive information.
Taking into account the Market Abuse Regulation, which became effective on July 3, 2016, Agfa-Gevaert has changed this Code to make it compliant with the current legal regulations. The adapted version of the Code is available on the Company's website as part of the Corporate Governance Charter.
Information related to major events subsequent to December 31, 2016 and information on circumstances that could significantly impact the development of the Group
No such events occurred.
See chapter Innovation p. 20 through 25.
Agfa-Gevaert NV has a branch office in the United Kingdom (Agfa Materials UK).
In order to minimize the risk of fluctuations in exchange rates and interest rates, the appropriate hedge contracts were implemented. These mainly include short-term transactions in foreign currencies, option contracts and interest swaps. Their implementation occurs according to uniform guidelines, is subject to internal audits, and is limited to cover for the operational activities, and related money investments and financial transactions. Further detail hereon is provided in the 'Notes to the Consolidated Financial Statements'.
Agfa-Gevaert NV's Statutory Auditor is KPMG Bedrijfsrevisoren, represented by Mr. Harry Van Donink. The Statutory Auditor was reappointed at the General Meeting of Shareholders of May 10, 2016, for another three-year term. Hence, the mandate will expire immediately following the General Meeting of Shareholders of 2019.
World-wide fees in relation to services provided by KPMG Bedrijfsrevisoren amounted to 2,208,634 Euro in 2016. This amount comprises fees of 1,644,434 Euro for the audit of the annual financial statements, 91,840 Euro for other audit services, 207,464 Euro for tax services and 264,896 Euro for other non-audit related services.
According to the information available to the Company by virtue of the transparency declarations received in accordance with the relevant legal and statutory stipulations, the main shareholders on date of this Annual Report are the following:
The Company has 2.39% of its own stock as treasury stock. Hence, the free float currently amounts between 77.61% and 86.61%.
The Board of Directors hereby states that the Annual Report has been drafted in accordance with article 34 of the Royal Decree of November 14, 2007. In this respect the Board of Directors explains that:
The Company has entered into certain financial agreements which would either become effective, be amended and/or terminated due to any change of control over the Company as a result of a public takeover bid;
The Company is not aware of the existence of shareholder agreements resulting in restrictions on the transfer of securities and/or on the voting rights;
Agfa-Gevaert NV (Company number 0404.021.727, Register of Legal Entities Antwerp) is a public limited liability company under Belgian law who did a public call for savings, incorporated on June 10, 1964. The registered office of the Company is located at Septestraat 27, in 2640 Mortsel, Belgium.
The full and annotated financial data and statements are available via the website of the Company, www.agfa.com, or at the registered office of the Company itself. Information with respect to environmental matters can be found in the Sustainability Report of the Company which is integrated in this Annual Report.
The Company's Articles of Association are available at the clerk's office of the commercial court of Antwerp (Belgium) and at the registered office of the Company. They can also be found on the website of the Company, www.agfa.com.
The Corporate Governance Charter and the Code of Dealing can be found on the Investor Relations page of the website, www.agfa.com.
The annual accounts are filed with the National Bank of Belgium.
The annual accounts, together with the related reports, are communicated every year to the holders of registered shares and upon request to any interested party.
The Annual Report, containing the statutory and consolidated annual accounts, and including the report of the auditor, can be found on the website www.agfa.com and at the registered office. The convocation to the General Meeting of Shareholders is published in the financial press and can also be found on the website. As regards financial information, the financial results and the other required information are published on the website of the Company, in compliance with the guidelines of the Financial Services and Markets Authority (FSMA).
The decisions with respect to the nomination and dismissal of members of the Board of Directors are published in the Annexes to the Belgian State Gazette.
Any interested party can register free of charge on www.agfa.com to receive the press releases and required financial information by e-mail.
The Annual Report is available on the website www.agfa.com, in Dutch and English.
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The Nomination and Remuneration Committee (NRC) meets at least three times a year to, among others, draw up proposals for the Board of Directors regarding the remuneration policy and remuneration levels for the Directors and the members of the Executive Management.
13
The remuneration criteria aim to recruit, retain and motivate Directors and Executive Management members complying with the profile determined by the Board of Directors. The remuneration of the non-executive directors takes into account their general role as Board Member and their specific roles as Chairman of the Board, Chairman or Member of a Committee, as well as their responsibilities and time needs resulting from these functions.
The NRC determines the level and structure of the remuneration of the Executive Management members in function of the recruitment, retaining and motivation of qualified and competent professionals, taking into account the nature and extension of their individual responsibilities.
As a global positioning for its remuneration policy for management employees, Agfa uses a 'market rate' which is based on a comparison of the yearly 'Total Target Cash' salary with the '67th percentile of the General Market'.
'Total Target Cash' is the sum of the yearly base salary, other fixed arrangements, the 'Global Bonus Plan', sales commissions and other variable arrangements.
To measure the individual positioning against the General Market, Agfa uses the CompaRatio, being the percentage of the current salary package divided by the market rate.
This positioning allows Agfa to:
In order to have clear information about the market, Agfa uses both the job evaluation method and the global salary surveys provided by Hay or Korn Ferry.
The global budget allowed for Merit Increases is established annually and is based on different elements:
• the Company's global and local financial situation (cost containment);
Agfa is committed to 'Pay for Performance'. As such, the compensation evolution should be based on the following five parameters:
Variabilization. 'Total Target Cash' needs to be in line with Agfa's global policy, internal and external equity in a long term vision. 'Variable' compensation reflects the collective and individual performance:
The members of the Executive Management are eligible for the 'Executive Management Global Bonus Plan'. This plan is based on three steps:
On target variable: the 'on target variable' is established in the individual contracts of the members of the Executive Management, and it is the policy of the Company that, upon hiring, this typically is minimum 40% of their yearly base salary.
Global budget definition: an overall bonus envelop (or funding ratio) is determined at the level of the Agfa-Gevaert Group. The bonus funding ratio determines the portion of the total-on-target-bonus that will be paid out. The bonus envelop is distributed to the Business Groups based on a weighted multiplier.
The bonus envelop is a closed envelope, meaning that pay-out can never exceed the 200% that will be paid out when EBITDA results attain at least 150% of the EBITDA budgeted for.
Upon recommendation of the Nomination & Remuneration Committee, the Board has decided in 2015 to review the Global Bonus Plan of the Executive Management, with the objective to also integrate a medium to long term component in such plan. The Board believes that this will constitute an important change to the remuneration policy for members of the Executive Management.
The new Global Bonus Plan for EMM consists out of four elements:
As the performance towards the 2016 and 2017 targets only will be known gradually, a certain gradual transition from the current system towards the new system will be applied. This gradual transition implies that for performance year 2016, the 1-year components of the plan still will represent 75% of the total plan instead of 50%. As of performance year 2017, the 40/10/25/25 allocation will be fully applied.
There is no automatic adjustment of the remuneration levels, but they are being reviewed on a regular basis in order to verify whether they are still in line with the policy. The latest adjustment for the members of the Board of Directors was done on the occasion of the Annual Meeting of 2006. The remuneration of the Chairman was defined at the time of his appointment in 2008.
A fix, annual standard remuneration is foreseen, which is different for the Board meetings on the one hand and the Committee meetings on the other hand. There is also a distinction between the remuneration of the Chairman and that of the members. The remuneration covers a predetermined number of meetings. When this number is exceeded on an individual basis, an additional fee per additional meeting is foreseen.
The following standard remunerations are provided:
| Board of Directors (for a maximum of seven meetings per calendar year) |
|||||
|---|---|---|---|---|---|
| Chairman (1) | 180,000 Euro | ||||
| Members | 50,000 Euro | ||||
| AC (for a maximum of five meetings per calendar year) | |||||
| Chairman | 25,000 Euro | ||||
| Members | 12,500 Euro | ||||
| NRC (for a maximum of three meetings per calendar year) | |||||
| Chairman | 15,000 Euro | ||||
| Members | 7,500 Euro |
(1) This remuneration is comprehensive, meaning that it includes the remuneration related to the mandate in the AC as well as the possible variable remunerations provided for the number of meetings exceeding the set maximum.
of 2,500 Euro for every meeting exceeding the set maximum of seven, five or three meetings per calendar year, for respectively the fixed remuneration for the Board, AC or NRC.
Non-executive directors do not receive any performance related remuneration.
The annual individual remuneration for the members (executives as well as non-executives) of the Board of Directors for the exercise of their mandate for 2016 is as follows:
| EURO | Board of Directors |
Commitees | TOTAL |
|---|---|---|---|
| Mr. Michel Akkermans (1) | 50,000.00 | 7,500.00 | 57,500.00 |
| Mr. Jo Cornu (2) | 52,500.00 | 15,000.00 | 67,500.00 |
| Mr. Julien De Wilde | 180,000.00 | - | 180,000.00 |
| Mr. Willy Duron | 52,500.00 | 25,000.00 | 77,500.00 |
| Mrs. Hilde Laga | 50,000.00 | 12,500.00 | 62,500.00 |
| Mrs. Viviane Reding | 50,000.00 | 7,500.00 | 57,500.00 |
| Mr. Christian Reinaudo (3) | 52,500.00 | - | 52,500.00 |
| TOTAL | 487,500.00 | 67,500.00 | 555,000.00 |
(1) Permanent representative of PAMICA NV.
(2) Permanent representative of MERCODI BVBA. (3) Executive director and permanent representative of CRBA Management BVBA.
After the Annual General Meeting of April 27, 2010, the Board of Directors appointed CRBA Management BVBA, represented by Mr. Christian Reinaudo, as Managing Director/CEO. The agreement with CRBA Management BVBA does not provide for an automatic adjustment. The remuneration is reviewed on a regular basis in order to verify whether it is still in line with the policy. The fix annual remuneration of the CEO, CRBA Management BVBA, represented by Mr. Christian Reinaudo, was set at 1,136,800 Euro. This remuneration also comprises the remunerations of Mr. Reinaudo as a Director in certain Agfa subsidiaries. A variable remuneration 'on target' of 435,500 Euro has also been provided for.
For 2016, the remuneration for the CEO was:
(1) Incl. the remunerations of Mr. Reinaudo as a director in certain Agfa subsidiaries.
No pension or group insurance contributions were paid for the CEO.
The cash component of the variable remuneration was earned for 75%in the short term (max. one year) and for 25% based on multi-year targets.
There is no automatic adjustment of the remuneration levels, but they are being reviewed on a regular basis in order to verify whether they are still in line with the policy.
The overall gross fix remuneration for the ExCo in 2016 amounts to 1,641,121.60 Euro (excluding employers' social contributions). The total annual 'on target' variable remuneration amounts to 824,922.00 Euro.
For 2016, the global variable compensation amounts to 953,505.00 Euro (excluding employers' social security contributions). For the members of the ExCo, depending on their personal situation, part of this compensation is converted into a pension allowance.
The pension contributions paid for these members amounted to 454,976.60 Euro and 59,198.98 Euro as benefits in kind.
The cash component of the variable remuneration was earned for 75% in the short term (max. one year) and for 25% based on multi-year targets. The benefits in kind, which may vary from member to member, include a company car, a representation allowance and various insurances (directors' liability, travel and medical insurance, private accidents). In 2016, no severance payments were made to the Executive Management. In the agreements with the Executive Management members, there is no contractual recovery right for a variable remuneration granted based on incorrect financial data.
Nor the CEO, nor the members of the ExCo were granted shares as part of their remuneration. As in previous years, the Board of Directors decided not to grant options to the Executive Management for 2016. There are no longer share options or other rights to acquire shares that have been granted to the members of the Executive Management.
During the 2014 Annual General Shareholders' meeting, the Shareholders decided to approve the proposal of the Board of Directors to activate under certain conditions tranche no. IX of the Long Term Incentive Plan.
The key parameters of this tranche are that it is a Long Term Incentive Plan for eligible persons among the members of the Executive Management, executives at Level I and II and certain other employees, where an estimated number of 4,060,000 options can be granted as from the moment that the closing stock price of the shares on Euronext Brussels exceed 3.45 Euro/share during the last 30 calendar days preceding the offering date. After reflection within the NRC on the question whether a share option plan is still the best form of a Long Term Incentive Plan for the Agfa-Gevaert Group, the Board of Directors has decided to launch a 'Stock Appreciation Rights Bonus'-plan, in the course of 2016. Consequently, no share options have been granted under tranche no. IX of the Long Term Incentive Plan. The CEO and the ExCo members were no beneficiaries of the tranche no. I of the "Stock Appreciation Rights Bonus"-plan
The stipulations with regards to severance in the contracts with the different members of the Executive Management can be summarized as follows:
The Board of Directors can withdraw the appointment of CRBA Management BVBA, represented by Mr. C. Reinaudo, with immediate effect. In such case, CRBA Management BVBA will be entitled to an indemnity equal to nine months of remuneration.
The amount is to be calculated on the fixed income that CRBA Management BVBA and Mr. Christian Reinaudo earn yearly from the Agfa-Gevaert Group worldwide, with the exception of any director's fee paid by Agfa-Gevaert NV to CRBA Management BVBA or to Mr. Reinaudo. In case of withdrawal of the appointment for an Event of Serious Fault (being established and confirmed after compliance with a certain internal Board procedure), no indemnity will be due.
In case of termination by the Company (and except for an Event of Serious Fault), Messrs. Hoornaert and Thijs will be entitled to a notice period calculated in conformity with the minimum of art. 82§5 of the Law of July 3, 1978 (three months per five years of seniority, with a minimum of 12 months for Mr. Hoornaert) corrected, as appropriate, in conformity with the provisions of the Law of December 26, 2013. Mr. Vanhooren has no explicit contractual severance clause and falls under the application of general Belgian law.
In case of termination by the Company (and except for an Event of Serious Fault), Mr. Delagaye will be entitled to a notice period calculated in conformity with a certain schedule corrected, as appropriate, in conformity with the provisions of the Law of December 26, 2013. This schedule foresees a minimum notice period of six months and a maximum of 15 months upon retirement.
Furthermore, in those cases where they are to comply with the contractual non-compete arrangement, Messrs. Hoornaert, Vanhooren, Delagaye and Thijs will be entitled to an additional indemnity equal to 75% of their gross remuneration for the 12 months of the non-compete.
14
14
Agfa is committed to the conservation of natural resources, to the safe operation of its facilities and to minimizing the environmental impact of its activities and products. To this end, Agfa installed quality, environmental and safety management systems according to the international standards ISO 9001, ISO 14001, ISO 50001 and OHSAS 18001. The world map on the following pages gives an overview of the certificates that are obtained by the different Agfa sites.
In the course of 2016, the Agfa Materials site in Florencio Varela in Argentina and the Agfa Graphics site in Vallese di Opeano in Italy have been closed. The Mortsel site includes the sites in the Belgian towns of Mortsel, Wilrijk, Edegem and Westerlo (Heultje). For all sites shown on the world map, all data refer to the full year 2016.
Agfa-Gevaert l Annual Report 2016 - 163
MORTSEL
BELGIUM
GROUP HQ
AGFA-GEVAERT
| GERMANY | AGFA GRAPHICS |
|---|---|
| MUNICH | |
| AGFA HEALTHCARE | |
| Equipment | |
| PEISSENBERG | |
| AGFA SPECIALTY PRODUCTS | |
| Equipment | |
| PEITING | ISO 9001 QUALITY |
| Equipment, accessories | |
| SCHROBENHAUSEN | ISO 14001 ENVIRONMENT |
| Imaging plates and cassettes | OHSAS 18001 SAFETY |
| WIESBADEN | |
| Printing plates | ISO 50001 (DIN 16001) ENERGY |
Printing plates CHINA WUXI (PRINTING) WUXI (IMAGING) Conversion of film, equipment
Only the Mortsel site produces polyester film base and synthetic paper. Other polymer bases are purchased from external suppliers. The film base is coated with emulsion layers. The production of these emulsions is a separate process. Some of the chemical components of the emulsion layers are also produced at some of the other sites. The final step in film production comprises converting (cutting-to-size) and packaging.
The base for most printing plates is aluminum sheet, which is purchased from external suppliers. Further pre-treating and coating is done at the plate manufacturing sites. Most coatings do not contain silver, but there are some exceptions. The final steps in the production of printing plates and imaging plates are, as for film, converting and packaging.
After the exposure of films or printing plates to a light source by the customer, they need to be chemically developed in order to obtain a visible image. An increasing share of exposed film is developed using heat. Contrary to more classic processes using
developing chemicals, a significant share of printing plates are now being developed in chemistry-free baths. Agfa Graphics also produces a range of prepress chemicals used in the printing process.
For its inkjet growth market, Agfa Graphics produces a dedicated range of inks. The production of inks comprises the mixing of ingredients, bottling and packaging.
Production of equipment includes the design and assembly of mechanics, electronics, optics and software.
The environmental impact of production operations mainly consists of emissions to air and water, the use of resources and the generation and consumption of energy. Equally important are the safety aspects of the operations and the efforts to avoid environmental incidents and complaints.
In line with above considerations, Agfa has selected the following indicators to evaluate its environmental performance:
| Water consumption | m³/year |
|---|---|
| Specific water consumption | m³/tonne of product |
| Water consumption excluding cooling water | m³/year |
| Specific water consumption excluding cooling water | m³/tonne of product |
| Waste water loads | tonnes/year |
| Specific waste water loads | tonnes/tonne of product |
| CO2 emissions to air |
tonnes/year |
| Specific CO2 emissions to air |
tonnes/tonne of product |
| , VOC, VIC emissions to air NOx , SO2 |
tonnes/year |
| Specific NOx , SO2 , VOC, VIC emissions to air |
tonnes/tonne of product |
| Specific VOC emissions to air | tonnes/tonne of product |
| Waste volumes | tonnes/year |
| Specific waste volumes | tonnes/tonne of product |
| Specific hazardous waste volumes | tonnes/tonne of product |
| Energy consumption | TeraJoule/year |
| Specific energy consumption | GigaJoule/tonne of product |
| Environmental incidents and complaints | number |
Compared to 2015, the global production volume – expressed in weight – of film, printing plates and chemicals decreased by 10%, while the production volume of equipment in units increased by 22%. The overall production volume in tonnes thus declined by 9.3%. The downward trend in production volumes reflects the general trend in the world market, where analog film-based solutions are increasingly being replaced by digital solutions.
The global production volume of the film factories decreased (expressed in m²) by 10.6%. Agfa HealthCare's film production decreased by approximately 20%. The overall production of Agfa Graphics' printing plates (expressed in m²) decreased by 9.2%. In 2016, the number of machines produced by Agfa HealthCare increased by nearly 23%, while the number of machines produced by Agfa Graphics remained almost stable.
As a result of the growing demand for inks for inkjet applications, the chemical production in Agfa Graphics increased by approximately 24%.
The most significantly decreasing KPI's are the waste water volume, the waste water load, the specific VOC emissions to air and the hazardous waste volume.
The specific water consumption excluding cooling water decreased by 8.4%. The specific waste water volume decreased by 4% to 11.2 m³/tonne of manufactured product. This is the lowest level since we started measuring the KPI's in 1995. This is the result of the investment in a new measuring flume in the film factories of Mortsel (Belgium), which allows the waste water volume to be measured much more accurately.
The specific waste water load decreased by 8% thanks to an improved adjustment to the biological water treatment installation in the film factory in Mortsel and to water savings as well as a lower printing plate production in the Wiesbaden (Germany) site.
The overall specific energy consumption increased by 3.5%. In the film factories, we see a stabilization of the specific energy consumption thanks to energy saving investments related to the Energy Policy Agreement (EnergieBeleidsOvereenkomst - EBO). In the sites of Agfa Graphics, a slight increase of 2% of the specific energy consumption was registered, while the energy consumption in the Agfa HealthCare sites remained stable.
In the field of emissions to air, specific emissions excluding CO2 generally decreased. This is due to the substantial decrease of the VOC emissions in the film factories (26%), which is the result of a more accurate and realistic calculation methodology.
The overall specific waste volumes decreased by 5.3%. The quantity of hazardous waste reached the lowest level since the start of the KPI measurements in 1995. The ratio hazardous/non-hazardous waste used to be 1:3. It is now 1:6.
In the comments below, the environmental performance in 2016 is compared with the performance in 2015. The graphs and tables illustrate the general trends since 2006.
The table below gives an overview of the Group's production volumes over the past eleven years.
| 2006 | 2008 | 2010 | 2012 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|---|---|
| Tonnes/year | 273,124 | 265,002 | 241,047 | 241,531 | 218,444 | 190,671 | 172,884 |
In 2016, the global production volume decreased by 9.3% compared to 2015. The reason is a substantial decrease of 10% in the production of film products and offset plates. This reflects the general trend towards digitization in the world market.
The film factories noted a production decrease of 10.6% compared to 2015: approximately 12.5% in film production and more than 9% in the production of chemicals.
Agfa Graphics' printing plate production volume decreased by 9.2%. The units of produced equipment remained stable at 1,700. As a result of the growing demand for inks for inkjet applications, the production of chemicals, however increased by nearly 24%.
Agfa HealthCare's film production decreased by almost 20%, whilst the production of equipment increased by more than 18% to over 30,000 units.
In 2016, the overall water consumption decreased by 5.6% compared to 2015. Combined with the lower production, the specific water consumption increased by more than 9% to 30.6 m³/tonne.
This increase is mainly attributable to the printing plate factory in Suzano (Brazil). It results from the factory's own production of demineralized water through reverse osmosis techniques and the production of steam, whereas in previous years this demineralized water and steam was sourced externally.
Cooling water not included, water consumption decreased by 8.4%. This resulted in a specific water consumption (not including cooling water) of 12.5 m³/tonne, which is identical to the previous year's consumption. Globally, the consumption of sanitary water kept pace – although there are significant differences per site – with the staff numbers. The specific water consumption decreased by 9% to 6.3 m³/tonne compared to 2015. This means that the water consumption in the production processes decreased stronger than the production volumes.
| 2006 | 2008 | 2010 | 2012 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|---|---|
| Specific volume (m3 /tonne of product) |
13.45 | 12.60 | 13.00 | 12.47 | 11.62 | 12.06 | 11.22 |
| COD | 2,015.4 | 1,486.5 | 1,727.1 | 524.1 | 491.3 | 462.9 | 322.7 |
| N | 122.4 | 97.8 | 90.8 | 17.8 | 17.9 | 15.7 | 9.5 |
| P | 172.3 | 127.8 | 118.7 | 97.0 | 56.4 | 54.2 | 38.1 |
| AOX | 1.5 | 1.3 | 0.8 | 0.9 | 0.4 | 0.3 | 0.3 |
| Heavy metals exl. Al | 0.9 | 0.5 | 0.5 | 0.5 | 0.3 | 0.4 | 0.4 |
| Aluminum | 0.1 | 60.7 | 167.5 | 77.5 | 34.9 | 170.4 | 88.5 |
| TOTAL (TONNES/YEAR) | 2,312.6 | 1,774.6 | 2,105.3 | 717.8 | 601.2 | 703.9 | 459.5 |
Compared to 2015, the global waste water volume decreased by 15.7%, resulting in a decrease of the specific waste water volume by nearly 4% to 11.22 m³ of water per tonne of manufactured product. This is the lowest level since Agfa started to measure the KPI's in 1995.
new measuring flume in the film factories of Mortsel (Belgium) at the end of 2015. Since the installation of a biological water treatment installation – allowing to reuse more than 50% of the waste water in the production processes – waste water volumes have been decreasing continuously. Because of this, the existing measuring flume became too inaccurate for a correct measurement of the lower waste water volumes.
This substantial decrease is primarily due to the installation of a
The waste water load decreased by 17% compared to 2015. This also resulted in a decrease of the specific waste water load to 2.7 kg/tonne of manufactured product. On the one hand, this substantial decrease is explained by a strong decrease of the waste water load in the film factory in Mortsel, which was due to an improved adjustment of the water treatment process in combination with
lower volumes. On the other hand, the COD, BOD and aluminum waste water load of the Wiesbaden site decreased significantly as a result of the lower production in combination with a water saving program. Not including the aluminum load of the waste water, the specific waste water load of 2.1 kg/tonne of manufactured product was 8% lower than in 2015.
3.534 3.367 2.812 Energy consumption Energyconsumption (TJ/year) Specific consumption (GJ/tonne of product) Total energy consumption decreased by more than 9%. Specific energy consumption increased by 2.5% to 16.3 GJ per tonne of manufactured product. The energy consumption in the film factories decreased by almost 8% worldwide, the specific energy consumption remained more or less stable at 25 GJ/tonne. This is the result of energy saving investments and measures in the Belgian sites, which are part of the power plan that was drawn up under the Energy Policy Agreement (EnergieBeleidsOvereenkomst - EBO) with the Belgian federal government.
Agfa HealthCare's energy consumption decreased by 5%. As a consequence, the specific energy consumption decreased from 23.1 to 20.2 GJ/tonne. A decrease of 6.9% in the energy consumption of Agfa Graphics in combination with a production decrease of almost 9% has resulted in a modest increase in the specific energy consumption of 2%.
Overall, the CO2 emissions decreased by 6%. Due to the decrease in production volumes, the specific emissions further increased by 3.5% to 605 kg per tonne of manufactured product. CO2-emissions to air CO2 (ktonnes/year) Specific CO2emissions to air kg/tonne of product)
| 100,0 | 2006 | 2008 | 2010 | 2012 | 2014 585 |
605 2015 600,00 |
2016 |
|---|---|---|---|---|---|---|---|
| NOX 75,0 |
126.9 | 171.6 | 160.5 | 142.1 | 140.4 | 137.5 | 120.3 |
| SO2 50,0 |
6.8 495 |
28.5 | 516 6.2 509 |
511 9.7 |
5.1 | 550,00 1.5 |
1.5 |
| VOC | 245.8 | 475 225.8 |
179.3 | 171.6 | 129.3 | 121.8 | 106.1 |
| VIC | 5.2 | 4.1 | 4.0 | 4.0 | 2.0 | 1.9 | 3.5 |
| TOTAL (TONNES/YEAR) | 384.7 | 430.0 | 350.0 | 327.4 | 276.8 | 262.7 | 231.4 |
NOx , SO2
Agfa-Gevaert l Annual Report 2016 - 171
The emissions to air excluding CO2 continued to decrease by 11.9% in 2016. This resulted in a decrease of the specific air emissions excluding CO2 by 2.9%.
VOC emissions decreased strongly by 12.9%. The specific VOC emissions decreased to 0.61 kg per tonne of product.
VOC emissions to air VOC (tonnes) VOC emissions in the printing plate and ink manufacturing sites remained almost stable, while VOC emissions in the film factories decreased by 26%.
245,8 In 2015, a new automated solvent balance was introduced in the film factories. This mass balance calculates the VOC emissions based on
Specific VOC emissions to air (kg/tonne of product) the real-time production data and the information of the coatings compositions from the bill-of-material (BOM). This approach was validated and certified by recognized experts. This method is being applied integrally from January 1, 2015. It provides a more accurate emission result. This method was also validated and authorized by the Flemish government.
| 2006 | 2008 | 2010 | 2012 | 2014 | 2015 | 2016 | |
|---|---|---|---|---|---|---|---|
| Landfill | 2,868 | 1,715 | 5,691 | 129,3 121,8 6,373 |
4,214 | 3,586 | 3,462 |
| Incineration | 247 | 203 | 274 | 296 | 327 | 227 | 127 |
| Recycling | 60,608 | 51,604 | 39,720 | 44,690 | 30,879 | 29,939 | 24,603 |
| Energy recovery | 1,997 | 1,674 | 1,358 | 1,308 | 1,173 | 1,438 | 1,188 |
| Physico-chemical treatment | 1,009 | 534 | 716 | 632 | 187 | 119 | 192 |
| Valorization | 3,835 | 2,952 | 2,925 | 2,431 | 2,581 | 2,796 | 3,141 |
| TOTAL (TONNES/YEAR) | 70,564 | 58,682 | 50,684 | 55,730 | 39,361 | 38,105 | 32,713 |
| Non-hazardous | 71% | 70% | 76% | 77% | 76% | 75% | 86% |
| Hazardous | 29% | 30% | 24% | 23% | 24% | 25% | 14% |
The overall waste volume decreased by 14.2% compared to 2015. Thus, the specific waste volume also decreased by 5.3% to 189 kg per tonne of manufactured product.
The specific hazardous waste volume decreased significantly by 43% to 27.2 kg/tonne of manufactured product, which is the lowest level ever. Since 2013, the ratio of hazardous waste and non-hazardous remained virtually constant at 1:3. It is now at 1:6.
On the one hand, the decrease of the hazardous waste is due to a significant reduction in solvent-containing waste in the film factories as the incidents causing such waste were reduced. On the other hand, we see a dramatic reduction of hazardous waste from Agfa Graphics of more than 80% due to the redirection of the production of the Vallese site to other printing plate factories. 17.683 12.266 70.564 58.682 50.685 40.000 70.000
The beneficial use of waste (recycling, energy recovery, physicochemical treatment and valorisation) amounts to 89%. The proportion of waste that is still landfilled is mainly attributable to Agfa Graphics (15%). The film factories' share is minimal (0.3%). The printing plate production creates aluminum-containing sludge whose use in recycling processes varies greatly. 221,4 210,3 230,7
12.862 In 2016, Mortsel reported six environmental incidents to the Flemish authorities. They mainly concerned violations of the waste water permit. One concerned an abnormal loss of freon due to a cooling engine malfunctioning.
9.274 9.456 32.713 180,2 199,9 189,2 Mortsel reported 22 complaints in 2016. These complaints mainly concerned noise and odeur pollution due to several one-time events.
Branchburg received a fine of 376 Euro.
Each Agfa site has health & safety standards in place to protect the employees and all other people on site in accordance with all the specific legal requirements.
Health & safety information is presented in the monthly management team meetings. During the quarterly review meetings of the Corporate Safety, Health and Environment (SH&E) department, this information is discussed and measures are taken. Each year, the SH&E Management Committee reviews the SH&E Policy, the organization, the management systems and the objectives in terms of safety, health and environment.
Each reported incident, near miss and accident is investigated to the root cause in order to implement the most appropriated measures. Important issues are communicated immediately to all the sites as SH&E alerts and lessons learned.
Analysis of the root causes are made to implement specific actions targeted at SH&E performance improvement in the domains of health and safety.
In 2016, the frequency rate of the reportable accidents remained almost stable at 1.84 in 2016 (1.66 in 2015). This corresponds to 15 accidents worldwide versus 14 in 2015.
The frequency rate of accidents that caused more than one lost working day increased from 4.64 in 2015 to 5.87 in 2016, thus reaching the same level as in 2014 (5.65) and in 2013 (5.76). This represented 48 accidents (39 in 2015). To some extent, each of the business groups reported an increase of accidents that caused more than one lost working day.
The severity rate of accidents with more than one lost working day increased from 0.09 in 2015 to 0.140 in 2016, thus reaching the same level as in 2014 (0.147) and 2013 (0.144). This represents 1,142 lost calendar days (772 in 2015).
Of the 17 different production sites recorded, six reported zero accidents with lost working days.
(per million working hours)
Since November 2016, efforts have been done to further align the HR organization to the Company's business group structure in the regions as well as in the countries. Furthermore, the Centers of Excellence have been reinforced to allow a global coordination of the HR principles, policies, processes and specific key competencies. This alignment to the business group structure reduces the complexity of the HR organization and further improves the support given by HR, with respect for the identity of the various business groups. The HR policy is tuned to the specific needs of each business group.
To this end, HR business partners support the management teams of the business groups in order to plan the needed staff numbers, competencies, reorganizations etc.
Taking into account Agfa's worldwide presence, the HR organization counts with numerous HR colleagues in the different countries and regions.
The Centers of Excellence are responsible for the uniform application of the HR business partner principles and policies, which can be used globally in Agfa's various organizations. This approach pays of by bringing more transparency, uniformity and of course cost efficiency. The Centers of Excellence each have their own specific primary activity:
Performance Management is a recurring and ongoing business process of goal setting, development and evaluation focused on realizing the strategy and targets of the Company through the performance of the employees. Agfa's performance management processes ensure that employees are evaluated and receive formal and informal feedback on their achievements against a number of agreed targets.
Financial rewards to employees are to some extent based on the outcome of the performance management process. The evaluation focuses on both the evaluation of the achieved results (What) and the behaviors shown to achieve those results (How).
Competency Management is a program that facilitates managers and employees to create personal development plans that are in line with the business objectives and the employee's professional aspirations.
Generic competencies, as well as an increasing number of job specific competencies, have been defined and are measured against a predefined proficiency level. Any skills gaps are prioritized and addressed through development targets.
Biennially, all senior managers participate in People Reviews aiming at proactively identifing key talents in the organization, organize mobility or job rotations and to draw up development, continuity and career plans. The aim is to keep key employees on board.
A Global Leadership Program has been implemented to increase the visibility, coaching and development of global talent. Furthermore, various regions also have local talent programs in place.
The employment of people is a long term investment. Today, global organizations face more and more competitive pressure in attracting and retaining staff. Therefore, Agfa offers competitive Compensation & Benefits packages to all employees. Most management employees have a variable share in their total salary package. Payout of this variable bonus depends on the performance of the Agfa-Gevaert Group, the results of the respective business group and region, and the individual performance (Global Bonus Plan). For sales representatives and service engineers, variable pay may be linked to specific targets in a Sale Incentive Plan, respectively a Service Incentive Plan.
In order to ensure that compensation is in line with the market, Agfa uses a formal job evaluation system and participates in salary surveys to continuously benchmark its pay policy.
Agfa uses a Total Target Cash level on average at the 67th percentile of the general Market as a reference wage for its employees. The package of individual employees is differentiated based on performance and the level of expertise of the employee.
Agfa aims to offer competitive but cost effective short term and long term benefits. The most important benefits are: a pension plan, life insurance, and medical coverage. The benefits may vary significantly across countries depending on local regulations and practices.
Agfa aims to be an employer with clearly defined and applied health and safety standards, respecting all legal requirements and adhering to the overall principles of the international declaration of human rights.
To Agfa, diversity is an important concern. The Company has implemented policies and procedures in this respect. They are described in the Company's Code of Conduct and in the non-discrimination policy as described in the Ethical Business Policy Statement.
By adhering to the overall principles of the International Declaration of Human Rights, Agfa supports and respects the employees' right to associate with unions or other organizations legally representing employees in their relation to Agfa as employer. In every country where it is present, Agfa participates in the dialogue with representatives of the employees. Typically in most
European countries, Works Councils will take the role of employee representation bodies. At a European level a European Works Council is in place. For Health & Safety issues, local committees, consisting of representatives of employees and the employer, are often in place.
Besides the rigorous implementation of the Code of Conduct, the large majority of Agfa's subsidiaries have a formal system in place to assist employees who wish to report problems such as harassment, discrimination or specific conflicts of interest cases. Complaints are dealt with in a systematic and confidential manner and dedicated and autonomous contact persons are in place. Local HR contacts are also available for every site so that employees can address individual concerns – if needed – in a confidential manner.
In order to ensure proper one-voice internal communication, Agfa has set up specific communication channels to inform its personnel in a professional and objective manner on all company related matters.
To this aim, the Agfa intranet is used as an important internal medium that groups all corporate or departmental information, on a local or global basis. The information covers all the levels of the Agfa organization. No activity is excluded. Colleagues, who don't have access to the intranet at their workplace, are being informed via alternative media such as printed newsletters.
Secondly, all employees receive an update on the quarterly results and any other important business topics, through the quarterly Infotour presentations that are organized at every site. During these meetings, the Company's as well as the business groups' performance and results are commented in detail. Participants are invited to discuss these and related topics with their management at these occasions.
Finally, local communication initiatives, such as staff magazines, newsletters, staff meetings, … complement the above communications.
Sum of organic halogen compounds in water that can be adsorbed by activated carbon under standardized conditions.
A capacitive sensor detects anything that is conductive or has a dielectric different from that of air. Capacitive sensors replace mechanical buttons.
A printing plate that does not require chemical processing after imaging.
A clean-out unit is a high-speed unit that removes all non-imaged areas from the printing plate, using a gum that is sprayed on the plate.
These comprehensive, integrated IT solutions are designed for collecting, storing, manipulating and making available clinical information important to the healthcare delivery process. Clinical Information Systems may be limited in extent to a single area (e.g. laboratory systems, ECG management systems) or they may be more widespread and include virtually all aspects of clinical information (e.g. electronic patient records).
Carbon dioxide, generated by combustion of fuel.
Chemical oxygen demand, the amount of oxygen needed for chemical oxidation of constituents of water.
The technology of making X-ray images with conventional X-ray equipment but whereby the images are captured on reusable image plates, instead of X-ray film. The information on the plates is read by a digitizer and provides a digital image. Dedicated image processing software (such as Agfa HealthCare's MUSICA) can be used to automatically maximize the quality of the images for diagnostic purposes. The digital images can also be completed with manual inputs (annotations, measurements, etc.) and are ready for archiving on a Picture Archiving and Communication System. see also direct radiography
A process whereby the pages or artwork of printed matter – e.g. the pages of newspapers or magazines – are digitally imaged onto (transparent) film directly from computer files. The films are then chemically processed and used to produce printing plates. see also computer-to-plate
A process whereby the pages or artwork of printed matter – e.g. the pages of newspapers or magazines – are digitally imaged onto printing plates directly from computer files without the intermediate step of film. see also computer-to-film
Can be administered to the patient before a medical imaging examination with X-ray, CT and MRI, to highlight specific anatomical structures (mostly vessels).
A CT scanner uses a series of X-rays to create image 'slices' of the body. Agfa's product portfolio does not include CT scanners, but its Picture Archiving and Communication Systems (PACS) are used for the management and the (3D) visualization of the digital images. Agfa's hardcopy printers are used to produce high quality prints of the images.
see computer-to-film
see computer-to-plate
A form of X-ray imaging, where digital technology is used instead of traditional photographic X-ray film. The most commonly used digital radiography technologies are computed radiography and direct radiography.
Radiographic technology that converts X-ray energy into digital data without the use of intermediate image capturing plates or films. These digital data generate a diagnostic image on a PC. As the data are digital, a wide range of possibilities is available for image optimization or completion as well as for archiving the images on Picture Archiving and Communication Systems. DR systems are mostly used in centralized radiology environments. see also computed radiography
Term used to describe the application of information and communication technologies in the health sector.
An EHR is created when a person's Electronic Patient Record is linked to his/her non-medical electronic files from organizations such as governments and insurance companies.
The electronic alternative to a patient's paper file. The EPR contains all patient data, such as demographics, examination orders & results, laboratory reports, radiological images and reports, treatment plans, catering needs etc., and can be easily accessed throughout the hospital and, if required, from other sources.
Agfa HealthCare's Enterprise Imaging platform unites departmental PACS, RIS, advanced 3D functionalities, voice recognition, vendorneutral archiving, viewer and mobile functionalities. The solution enhances and speeds up image acquisition and retrieval, optimizes system efficiency and performance, enhances patient care, and allows true collaboration across departments, hospitals or regions.
With flatbed presses, the paper (or other material) is put on a flat surface, while the printing heads move over it to print the image.
Method of printing using flexible, rubber or synthetic printing plates attached to rollers. The inked image is transferred from the plate directly to the paper, or other substrate.
A hardcopy is the printed version of a digital image. Agfa HealthCare's hardcopy printers are used for printing medical images from various sources: CT scans, MRI scans, computed radiography (CR), direct radiography (DR) etc. Agfa produces both the so-called 'wet' and 'dry' printers. Wet laser technology implies the use of aqueous chemical solutions to develop the image. The environmentally friendly dry technology prints the image directly from the computer onto a special film by thermal effect.
These comprehensive, integrated IT solutions manage the medical, administrative, financial and legal aspects of a healthcare organization.
These software applications analyze medical digital images and automatically apply image enhancement techniques to better visualize all details. They improve the workflow in the radiography department and allow the radiologist to work faster and more accurately.
Agfa HealthCare's MUSICA software is generally accepted as a standard in the market.
Any printer that transfers extremely small droplets of ink onto paper to create an image, from small models for office use over medium models – e.g. for poster printing – to larger equipment for industrial applications.
Thin, flexible layer or material designed to separate components of a solution.
A membrane switch is an electrical switch for turning a circuit on and off. Membrane switches are user-equipment interface uitilities which can be as simple as a tactile switch for controlling lightning, or as complex as membrane keyboards and switch panels for computers.
In this report this term is used for the various imaging systems, including radiography equipment, MRI scanners and CT scanners. These systems can all be connected to an Agfa HealthCare Picture Archiving and Communication System (PACS).
The MRI scanner uses very strong magnetic fields and creates images by pulsing radio waves that are directed at the parts of the body to be examined. Agfa's product portfolio does not include MRI scanners but its Picture Archiving and Communication Systems (PACS) are used for the management and visualization of the digital images. Agfa's hardcopy printers are used to produce high quality prints of the images.
N
Nitrogen.
To check the structure and tolerance of materials without damaging or deforming them.
Nitrogen oxide, generated for example as a result of combustion with air.
Printing technique where thin aluminum printing plates are wrapped and fixed round a cylinder on a (litho) printing press. While rotating, the printing plates obtain ink and water. The ink adheres to the image whilst the water prevents ink adhering to the non-printing areas. The inked image is transferred onto a rubber blanket attached to a second cylinder and then transferred from the blanket to the paper or another medium.
International standard for health and safety management systems (OHSAS stands for Occupational Health and Safety Assessment System).
Phosphor.
see Picture Archiving and Communication System
Polyethylene terephthalate or polyester is a chemical prepared with a base of ethylene glycol and terephtalic acid. It is the basic raw material for the substrate of photographic film; it is coated with different types of purpose specific chemical layers, such as for medical and graphic purposes.
PACS was originally developed to efficiently manage the distribution and archiving of diagnostic images produced by radiology departments. Due to specific software developments, Agfa HealthCare's systems are also suitable for use by other departments in the hospital, such as cardiology, orthopedics and women's care. Extensive PACS systems are also used to connect all hospital departments that intensively use clinical images on one network. Agfa's MUSICA software is used to process and optimize the images on the PACS system.
A platesetter digitally images the pages or artwork of printed matter from the computer onto printing plates, which are then processed and mounted on a printing press.
A polymer is a large molecule composed of many smaller units (monomers) joined together. Polymers can be natural (e.g. proteins and rubber) or manmade (e.g. plastics and nylon). Conductive polymers conduct electricity. Orgacon™ is the trade name for Agfa Specialty Products' conductive polymer product line.
The preparation and processing of content and document files for final output to printing plates, including high-resolution scanning of images, color separation, different types of proofs, etc.
A thin plate on which chips and other electronic components are placed. Computers consist, principally, of one or more boards.
Printing plates consist of a high-quality aluminum substrate with a coating designed to respond to relatively high levels of ultraviolet (UV) light energy. An exposed film is vacuum contacted with a plate. The UV light source copies the artwork from the film onto the plate, whereby the art or page elements are opaque parts of the film and the rest is transparent. The UV light hits the plate only where the film is transparent. A chemical developing process etches the exposed elements, and leaves the non-exposed parts unchanged. The ink adheres to the exposed – or chemically treated – parts during the printing process.
Printing plate consisting of a high-quality grained and anodized aluminum substrate and a (silver or photopolymer) coating several thousand times more sensitive than that of CtF plates. The lasers used to expose these plates typically operate on thermal energy or visible light. The coatings respond to the laser energy creating chemical/physical changes to the plate surface. Just as with CtF plates, the CtP plates are chemically processed to create a press-ready plate, though some CtP plate technologies are effectively process-free.
Based on the proof – which represents the way the colors will be reproduced on press – the customer (print buyer) decides whether the job is ready to go to the printing press. This 'representation' of the final result is made possible by Agfa's high-tech color management software systems.
Agfa's RIS solutions are marketed under the name IMPAX. A RIS is a computerbased solution for the planning, follow-up and communication of all data relating to patients and their examinations in the radiologydepartment, i.e. starting from the moment that an examination is requested up to the radiologist's report. The RIS is strongly linked with the Picture Archiving and Communication System (PACS) (for the images contained in the examinations).
RFID stands for radio-frequency identification. It is the use of radio signals to transfer data from a tag attached to an object or embedded in an ID card, for the purposes of automatic identification. The system does not require physical contact between the tag and the identification device as the data are transmitted via an antenna, which is also embedded in e.g. the ID card.
Radiological Society of North America. The RSNA's mission is to promote and develop the highest standards of radiology and related sciences through education and research. RSNA hosts the world's largest annual radiology meeting.
The creation of a pattern of dots of different sizes used to reproduce color or greyscale continuous-tone images. There are various types of screening.
The printing procedure, during which a viscous ink is applied through a metal or nylon gauze onto the paper. The gauze is made impermeable – by use of stencils – in the non-printing parts.
Technology where the platesetter uses thermal energy to expose the printing plates.
UV-curable inks consist mainly of acrylic monomers. After printing, the ink is transformed into a hard polymerized film by a high dose of UV light. The advantage of UV-curable inks is that they dry instantly, can print on a wide range of uncoated substrates and make a very robust image. The ink does not contain hazardous components such as Volatile Organic Compounds (VOC) or solvents and does not evaporate.
Violet (laser) technologies expose or image printing plates using the violet band of the visible-light spectrum, allowing fast output, convenient plate handling and high reliability.
Vendor Neutral Archives
A wide-format printer – sometimes also referred to as a large format printer – is a digital printer that prints on sheets or rolls 24-inches/60 cm wide or more.
Software that allows operators to control the prepress process with a software interface. It also streamlines the flow of work by automating individual steps in the process – thus saving time and reducing costs.
| MILLION EUR0 | 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|---|
| Revenue | 3,091 | 2,865 | 2,620 | 2,646 | 2,537 |
| Cost of sales | (2,222) | (2,031) | (1,813) | (1,804) | (1,680) |
| Gross profit | 869 | 834 | 807 | 842 | 857 |
| Selling expenses | (388) | (361) | (336) | (352) | (344) |
| Research and development expenses | (163) | (146) | (146) | (144) | (141) |
| Administrative expenses | (192) | (177) | (172) | (170) | (167) |
| Other operating income | 131 | 163 | 90 | 110 | 98 |
| Other operating expenses | (161) | (150) | (107) | (125) | (137) |
| Results from operating activities | 96 | 163 | 136 | 161 | 166 |
| Interest income (expense) - net | (15) | (17) | (15) | (11) | (8) |
| Other finance income (expense) - net | (70) (1) | (54) | (44) | (63) | (43) |
| Net finance costs | (85) (1) | (71) | (59) | (74) | (51) |
| Profit (loss) before income taxes | 11 (1) | 92 | 77 | 87 | 115 |
| Income tax expense | (20) | (43) | (18) | (16) | (35) |
| Profit (loss) for the year | 9 (1) | 49 | 59 | 71 | 80 |
| Profit (loss) attributable to: | |||||
| Owners of the Company | (19) (1) | 41 | 50 | 62 | 70 |
| Non-controlling interests | 10 | 8 | 9 | 9 | 10 |
| Earnings per share | |||||
| Basic earnings per share (Euro) | (0.11) (1) | 0.25 | 0.30 | 0.37 | 0.42 |
| Diluted earnings per share (Euro) | (0.11) (1) | 0.25 | 0.30 | 0.37 | 0.42 |
(1) During 2013, the Group has consistently applied its accounting policies used in the previous year, except for its post-employment benefit plans where the measurement of the defined benefit cost and the net defined benefit liability has changed due to the amendments of IAS 19 as stated in IAS 19 (Revised 2011). As a result, other finance expense for 2012 has been restated by 22 million Euro from minus 99 million Euro to minus 77 million Euro. This restatement also impacted the 2012 EPS calculation from minus 0.24 Euro to minus 0.11 Euro.
| MILLION EURO | Dec. 31, 2012 | Dec. 31, 2013 |
|---|---|---|
| ASSETS | ||
| Non-current assets | 1,156 | 1,066 |
| Intangible assets | 654 | 618 |
| Property, plant and equipment | 277 | 242 |
| Investments | 10 | 11 |
| Deferred tax assets | 215 | 195 |
| Current assets | 1,674 | 1,502 |
| Inventories | 635 | 542 |
| Trade receivables | 636 | 585 |
| Current tax assets | 97 | 95 |
| Other receivables and other assets | 149 | 126 |
| Deferred charges | 27 | 25 |
| Derivative financial instruments | 3 | 3 |
| Cash and cash equivalents | 127 | 126 |
| TOTAL ASSETS | 2,830 | 2,568 |
| EQUITY AND LIABILITIES | ||
| Equity | 169 (1) | 368 |
| Equity attributable to owners of the Company | 133 (1) | 325 |
| Share capital | 187 | 187 |
| Share premium | 210 | 210 |
| Retained earnings | 623 (1) | 664 |
| Reserves | (85) | (91) |
| Translation reserve | 6 | (28) |
| Post-employment benefits: remeasurements of the net defined benefit liability | (808) (1) | (617) |
| Non-controlling interests | 36 | 43 |
| Non-current liabilities | 1,795 (1) | 1,397 |
| Liabilities for post-employment and long-term termination benefit plans | 1,315 (1) | 1,002 |
| Other employee benefits | 12 | 11 |
| Loans and borrowings | 410 | 319 |
| Provisions | 15 | 11 |
| Deferred income | 1 | 1 |
| Deferred tax liabilities | 42 | 53 |
| Current liabilities | 866 | 803 |
| Loans and borrowings | 8 | 24 |
| Provisions | 173 | 160 |
| Trade payables | 278 | 239 |
| Deferred revenue and advance payments | 138 | 121 |
| Current tax liabilities | 56 | 54 |
| Other payables | 109 | 95 |
| Employee benefits | 99 | 97 |
| Deferred income | 3 | 3 |
| Derivative financial instruments | 2 | 10 |
| TOTAL EQUITY AND LIABILITIES | 2,830 | 2,568 |
(1) During 2013, the Group has consistently applied its accounting policies used in the previous year, except for its post-employment benefit plans where the measurement of the defined benefit cost and the net defined benefit liability has changed. The changes fully result from the application of the amendments to IAS 19 as stated in IAS 19 (Revised 2011). As such, the net defined benefit liability at January 1, 2013 has increased by 786 million Euro, being 767 million Euro for the Group's material countries and 19 million Euro for the other countries. This impact has been recorded in equity via retained earnings to the extent related to the changes in the determination of the defined benefit cost for 2012 resulting in an increase of 22 million Euro, the remainder i.e. minus 808 million Euro has been reflected in a separate line item in equity called 'Post-employment benefits: remeasurements of the net defined benefit liability'. The impact of the changes in accounting policy are also reflected in the restated opening balances at January 1, 2012 and the closing balances at December 31, 2012 as well as in the result over 2012. The impact on the closing balances at December 31, 2012 equals the impact at January 1, 2013. The opening balances at January 1, 2012 comprise remeasurements of the net defined benefit liability amounting to 704 million Euro being 687 million Euro for the Group's material countries and 17 million Euro for the other countries.
| MILLION EURO | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2016 |
|---|---|---|---|
| ASSETS | |||
| Non-current assets | 1,039 | 1,064 | 1,066 |
| Intangible assets and goodwill | 615 | 622 | 621 |
| Property, plant and equipment | 234 | 214 | 198 |
| Investments in associates | 1 | 1 | 6 |
| Financial assets | 16 | 16 | 10 |
| Trade receivables | - | 6 | 12 |
| Receivables under finance lease | - | 49 | 57 |
| Other assets | - | 4 | 13 |
| Deferred tax assets | 173 | 152 | 149 |
| Current assets | 1,509 | 1,338 | 1,286 |
| Inventories | 512 | 512 | 483 |
| Trade receivables | 538 | 509 | 493 |
| Current income tax assets | 62 | 64 | 64 |
| Other tax receivables | 45 | 26 | 25 |
| Receivables under finance lease | - | 33 | 30 |
| Other receivables | 103 | 24 | 13 |
| Other assets | 51 | 40 | 45 |
| Derivative financial instruments | 2 | 2 | 4 |
| Cash and cash equivalents | 196 | 123 | 129 |
| Non-current assets held for sale | - | 5 | - |
| TOTAL ASSETS | 2,548 | 2,402 | 2,352 |
| EQUITY AND LIABILITIES | |||
| Equity | 146 | 268 | 252 |
| Equity attributable to owners of the Company | 93 | 228 | 215 |
| Share capital | 187 | 187 | 187 |
| Share premium | 210 | 210 | 210 |
| Retained earnings | 709 | 771 | 841 |
| Reserves | (92) | (92) | (79) |
| Translation reserve | (16) | (7) | 32 |
| Post-employment benefits: remeasurements of the net defined benefit liability | (905) | (841) | (976) |
| Non-controlling interests | 53 | 40 | 37 |
| Non-current liabilities | 1,443 | 1,363 | 1,382 |
| Liabilities for post-employment and long-term termination benefit plans | 1,267 | 1,185 | 1,269 |
| Other employee benefits | 12 | 9 | 8 |
| Loans and borrowings | 125 | 137 | 74 |
| Provisions | 14 | 6 | 4 |
| Trade payables | - | 4 | 6 |
| Deferred income | 2 | 1 | 2 |
| Deferred tax liabilities | 23 | 21 | 19 |
| Current liabilities | 959 | 771 | 718 |
| Loans and borrowings | 197 | 44 | 37 |
| Provisions | 87 | 81 | 74 |
| Trade payables | 230 | 202 | 219 |
| Deferred revenue and advance payments | 125 | 141 | 141 |
| Current income tax liabilities | 61 | 60 | 56 |
| Other tax liabilities | 63 | 45 | 37 |
| Other payables | 49 | 46 | 11 |
| Employee benefits | 129 | 130 | 132 |
| Other liabilities | 4 | 5 | 3 |
| Derivative financial instruments | 14 | 17 | 8 |
| TOTAL EQUITY AND LIABILITIES | 2,548 | 2,402 | 2,352 |
During 2016, the Group has consistently applied its accounting policies used in previous years, except for the presentation of trade receivables, trade payables, receivables under finance lease and other assets. As of December 31, 2016 the Group classifies these balances as non-current assets / liabilities to the extent they are due to be settled more than twelve months after the reporting period. Comparative information for the year 2015 has been restated. Furthermore the Group has changed the accounting treatment of defined contribution plans with return guaranteed by law. As a result, the net liability for post-employment benefits at December 31, 2016 has increased by four million euro, impacting other comprehensive income for the same amount.
More information is provided in the notes to the Consolidated Financial Statements.
| MILLION EURO | 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|---|
| Profit (loss) for the period | (9) (1) | 49 | 59 | 71 | 80 |
| Adjustments for: | |||||
| - Depreciation, amortization and impairment losses | 87 | 86 | 69 | 61 | 72 |
| - Changes in fair value of derivative financial instruments | - | (1) | - | (2) | 2 |
| - Granted subventions | (11) | (10) | (9) | (9) | (8) |
| - (Gains) losses on sale of non-currrent assets | - | (1) | (1) | (4) | (12) |
| - Gain from bargain purchase | - | - | - | - | - |
| - Net finance costs | (85) (1) | 71 | 59 | 74 | 51 |
| - Income tax expense | 20 | 43 | 18 | 16 | 35 |
| 172 | 237 | 195 | 207 | 220 | |
| Changes in: | |||||
| - Inventories | (7) | 73 | 46 | 5 | 34 |
| - Trade receivables including cash inflows from securitization | 29 | 26 | 64 | 31 | 25 |
| - Trade payables | 4 | (36) | (5) | (27) | (18) |
| - Deferred revenue and advance payments | (7) | (11) | (3) | 9 | (5) |
| - Other working capital | (12) | 1 | (15) | 10 | (22) |
| - Non-current provisions | (103) | (158) | (89) | (85) | (70) |
| - Current provisions | (31) | (10) | (18) | (7) | (2) |
| Cash generated from operating activities | 45 | 122 | 175 | 143 | 162 |
| Income taxes paid | (13) | (15) | (24) | 6 | (20) |
| Net cash from (used in) operating activities | 32 | 107 | 151 | 149 | 142 |
| Interest received | 3 | 2 | 2 | 2 | 1 |
| Proceeds from sale of intangible assets | 3 | 2 | 4 | 2 | 2 |
| Proceeds from sale of property, plant and equipment | 3 | 4 | 4 | 7 | 6 |
| Proceeds from assets held for sale | - | - | - | - | 14 |
| Acquisition of intangible assets | (3) | (2) | (1) | (2) | (4) |
| Acquisition of property, plant and equipment | (41) | (38) | (36) | (35) | (40) |
| Changes in lease portfolio | 12 | 11 | 6 | (5) | (6) |
| Acquisition of subsidiary, net of cash acquired | - | - | - | (7) | 0 |
| Change in other investing activities | 3 | - | (6) | 4 | (3) |
| Net cash from (used in) investing activities | (20) | (21) | (27) | (34) | (30) |
| Interest paid | (29) | (19) | (17) | (18) | (9) |
| Dividends paid to non-controlling interests | - | - | (5) | (25) | (12) |
| Capital increase | - | - | - | - | - |
| Loans and borrowings | 52 | (70) | (22) | (137) | (72) |
| Other financial flows | (9) | 11 | (11) | (7) | (15) |
| Net cash from (used in) financing activities | 14 | (78) | (55) | (187) | (108) |
| Net increase (decrease) in cash and cash equivalent | 26 | 8 | 69 | (72) | 4 |
| Cash and cash equivalents at January 1 | 98 | 125 | 125 | 194 | 122 |
| Effect of exchange rate fluctuations | 1 | (8) | - | - | 1 |
| Cash and cash equivalents at December 31 | 125 | 125 | 194 | 122 | 127 |
(1) During 2013, the Group has consistently applied its accounting policies used in the previous year, except for its post-employment benefit plans where the measurement of the defined benefit cost and the net defined benefit liability has changed due to the amendments of IAS 19 as stated in IAS 19 (Revised 2011). As a result, net finance costs for 2012 have been restated by 22 million Euro from 107 million Euro to 85 million Euro.
| Listing | BRUSSELS STOCK EXCHANGE |
|---|---|
| Reuters Ticker | AGFAt.BR |
| Bloomberg Ticker | AGFB: BB/AGE GR |
| Datastream | B:AGF |
According to the information available to the Company by virtue of the transparency declarations received in accordance with the relevant legal and statutory stipulations, the main shareholders currently are the following:
The Company has 2.39% of its own stock as treasury stock. Hence, the free float currently amounts between 77.61% and 86.61%.
| Share Information | |
|---|---|
| First day of listing | June 1, 1999 |
| Number of shares outstanding on December 31, 2016 | 167,751,190 |
| Market capitalization on December 31, 2016 | 616 million Euro |
| EURO | 2012 | 2013 | 2014 | 2015 | 2016 |
|---|---|---|---|---|---|
| Earnings per share | (0.11) (1) | 0.25 | 0.30 | 0.37 | 0.42 |
| Net operating cash flow per share | 0.19 | 0.64 | 0.90 | 0.89 | 0.85 |
| Gross dividend | - | - | - | - | - |
| Year end price | 1.33 | 1.76 | 2.09 | 5.24 | 3.673 |
| Year's high | 1.75 | 1.76 | 2.78 | 5.40 | 5.117 |
| Year's low | 1.18 | 1.28 | 1.73 | 1.994 | 2.609 |
| Average volume of shares traded/day | 283,723 | 279,601 | 260,663 | 389,059 | 438,204 |
| Weighted average number of ordinary shares | 167,751,190 | 167,751,190 | 167,751,190 | 167,751,190 | 167,751,190 |
(1) During 2013, the Group has consistently applied its accounting policies used in the previous year, except for its post-employment benefit plans where the measurement of the defined benefit cost and the net defined benefit liability has changed due to the amendments of IAS 19 as stated in IAS 19 (Revised 2011). As a result, other finance expense for 2012 has been restated by 22 million Euro from minus 99 million Euro to minus 77 million Euro. This restatement also impacted the 2012 EPS calculation from minus 0.24 Euro to minus 0.11 Euro.
Investor Relations Department Septestraat 27, B-2640 Mortsel, Belgium
Phone +32-(0)3-444 7124 Fax +32-(0)3-444 4485 [email protected] www.agfa.com/investorrelations
| Financial calendar 2017 | ||||
|---|---|---|---|---|
| Annual General Meeting | May 9, 2017 | |||
| First quarter 2017 results | May 9, 2017 | |||
| Second quarter 2017 results | August 23, 2017 | |||
| Third quarter 2017 results | November 8, 2017 |
Published by Agfa-Gevaert NV Corporate Communication Septestraat 27 B-2640 Mortsel (Belgium)
T +32 3 444 71 24
Agfa, the Agfa Rhombus and other mentioned Agfa products and services are trademarks of the Agfa Group. They may be registered in certain jurisdictions in the name of Agfa-Gevaert NV, Belgium, or one of its affiliates. All other trademarks, product names and company names or logos cited herein, are the property of their respective owners.
Mathildestudios, Grembergen (Belgium)
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