Annual Report • Feb 20, 2013
Annual Report
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"In a transport market which remained weak throughout Q4 2012, we are proud to present good interim results and full year 2012 results that are overall in line with the expectations announced in the beginning of the year. In 2012, we have worked hard to provide good services for our customers while maintaining a high focus on productivity and internal cost management. We do not anticipate any notable improvement in the market in 2013, but DSV has reason to be cautiously optimistic. We are well positioned and expect to achieve growth in the coming years", states Jens Bjørn Andersen, CEO.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Revenue | 43,710 | 44,912 |
| Gross profit | 9,819 | 10,054 |
| Operating profit before special items (EBITA) | 2,426 | 2,540 |
| EBITA margin | 5.6% | 5.7% |
| Conversion ratio | 24.7% | 25.3% |
| Profit before tax | 1,995 | 2,019 |
| Free cash flow | 1,829 | 1,402 |
Management considers the results for the financial year ended 31 December 2012 to be satisfactory. The Board of Directors proposes increased dividends of DKK 1.25 per share against dividends of DKK 1.00 per share for 2011.
The 2013 outlook of the DSV Group is as follows:
DSV will host an investor teleconference on 20 February 2013 at 10.30 a.m. CET. Reference is made to Company Announcement No. 484 for further details.
Questions made be addressed to Jens Bjørn Andersen, CEO, tel. +45 43 20 30 40, or Jens H. Lund, CFO, tel. +45 43 20 30 40.
This announcement has been forwarded to NASDAQ OMX Copenhagen and to the press. It is also available at www.dsv.com. The announcement has been prepared in Danish and in English. In the event of discrepancies, the Danish version shall apply.
Yours sincerely, DSV
Jens Bjørn Andersen Jens H. Lund CEO CFO
DSV A/S, Banemarksvej 58, DK-2605 Brøndby, tel. +45 43203040, CVR No. 58233528, www.dsv.com.
DSV is a global supplier of transport and logistics solutions.
DSV has offices in more than 70 countries all over the world and an international network of partners and agents, which makes DSV a truly global player offering services worldwide. By our professional and advantageous overall solutions, the approx. 22,000 DSV employees recorded worldwide annual revenue of 6 billion euro for 2012. www.dsv.com
| Global Transport and Logistics | 2 |
|---|---|
| Growth in a difficult market | 4 |
| Financial highlights | 6 |
| Strategy and financial targets | 7 |
| Financial review | 10 |
| DSV Air & Sea | 16 |
| DSV Road | 20 |
| DSV Solutions | 24 |
| Risk management | 28 |
| Corporate governance | 31 |
| Shareholder information | 34 |
| Corporate social responsibility | 37 |
| Income statement | 40 |
|---|---|
| Statement of comprehensive income | 40 |
| Balance Sheet | 41 |
| Cash flow statement | 42 |
| Statement of changes in equity | 43 |
| Notes | 45 |
| The Executive Board | |
|---|---|
| and the Board of Directors | 76 |
| Gro up Str uct ure 80 |
|
|---|---|
| Independent auditors' report 79 |
|
| Statement by the Executive Board and the Board of Directors 78 |
| CD containing 2012 Annual Report of Parent | |
|---|---|
| and CSR Report of DSV | 83 |
DSV is a global supplier of transport and logistics services. The Group has operations in more than 70 countries and approx. 22,000 employees worldwide.
DSV Air & Sea specialises in the handling of air and sea freight to destinations all over the world. The Division plans and executes shipments in a quick, efficient, safe and environmentally friendly manner and combines the means of transportation when most appropriate. The Division has approx. 6,000 employees.
DSV Road offers transportation of full, part and groupage loads all over Europe in a quick, efficient, flexible and environmentally friendly manner and provides good connections to the rest of the world. The Division has approx.10,000 employees.
DSV Solutions specialises in logistics services across the entire supply chain from design through freight management, customs clearance, warehousing and distribution to information management and e-business support. DSV Solutions has approx. 5,000 employees.
EBITA - BY REGION
Employees** number of 21,932
* External revenue and EBITA after elimination of internal transactions
** Including Group functions
Countries in which DSV has its own companies
In 2012 DSV has defied a market showing lower than expected freight volumes. For DSV the formula for success is classic: Providing good services for the customers through hard work while maintaining a high focus on productivity and internal cost management.
In a year marked by macro-economic uncertainty, a highly volatile transport market and general economic slowdown in many of the countries in which DSV operates, I am very pleased to state that, once again, DSV has achieved progress and delivered a profit before tax that outperformed last year's figures. Furthermore, our network has grown stronger in 2012 through strategic acquisitions in key growth markets, fortifying the Group's position in the highly competitive transport industry. We have generated a reasonable return for our shareholders in 2012 and realised our target of allocating a considerable amount back to the shareholders through share buy-backs and dividends.
2012 started off with cautious optimism and market expectations of stable growth in freight volumes. But expectations went unfulfilled, and towards the end of 2012 we had to realise that overall freight volumes had declined compared to 2011. However, the market development differed across the regions. Asian and Northern European markets saw positive growth rates, whereas Europe – the most important market of DSV – was characterised by negative development with declining freight volumes, in some areas dropping by more than 10%. In particular import levels to Southern Europe showed a negative growth trend in 2012, but as DSV has been able to gain market share in Southern Europe the negative development did not affect DSV as much as we might have feared. Southern Europe accounts for 10% of the consolidated EBITA of DSV and the 2012 results for this region were only down by DKK 7 million compared to 2011. Our employees in Southern Europe can rightly be proud of that.
Until 2012, Africa and Latin America were almost nonexistent in the global DSV network. This prompted us to take steps during 2012 to strengthen DSV in these growth markets. First, we established DSV Brazil and we expect to develop the Brazilian company and open several new offices in Brazil in the next coming years. Secondly, we acquired the remaining shares in our joint venture companies in Argentina, Chile and Peru, making these three countries
Jens Bjørn Andersen CEO DSV A/S
fully-fledged members of the DSV network. Finally, DSV really sat foot on a new continent in 2012: Africa. We have no doubt that there is a major development potential for DSV in the African market. That is why we acquired part of Swift Freight which has operations in Dubai, India and China as well as offices in 12 African countries.
We hope that 2013 will bring additional acquisitions to supplement our organic growth plans.
2012 was a year characterised by cost saving initiatives. We spent part of the year implementing the savings measures of "Operational Excellence"; a project launched to reduce the overhead costs of the Group. The project
implied a number of staff cuts. Having to let competent employees go on that basis is a tough, but necessary decision. The project also made it possible for us to consolidate our network and to close a number of locations in Europe in that connection. The project was completed at the end of the year and we expect to see the full impact of the savings in 2013. Process optimisation and tight cost management have always been of high priority at DSV. This work will continue in 2013, both locally in the individual countries and at Group level through the establishment of central functions in our new Shared Service Centre in Poland and other initiatives.
The three Divisions of DSV reported satisfactory results for the year. In particular the Air & Sea Division and the Road Division deserve recognition for the positive development in a highly competitive transport market. Both Divisions have strengthened their market position in 2012 and are both still among the most profitable businesses in the industry. The results reported by the Solutions Division for 2012 were adversely affected by surplus capacity in the market and costs related to the implementation of new large customers. Management changes were made during the year and, with great commitment, the new Solutions management has collaborated with the individual Solutions countries on detailed action plans to improve performance going forward.
DSV has a clear goal of growing faster than the market. This goal was achieved in 2012 to a great extent, with only DSV's sea freight volumes showing slightly weaker growth than the market. This was due to our large exposure to the Asia-Europe trade lane, which saw growth rates considerably below the sea freight market in general.
The transport and logistics market is constantly moving, which poses great demands on a company like DSV to continuously refine and improve products and services. We see our customers adopting an increasingly professional approach to supply chain management, and it is of great importance to DSV to have the competencies required to
offer a powerful concept to existing as well as new customers.
Several interesting projects have been launched and we expect to accelerate the roll-out of two new products in 2013: "DSV Daily Pallet" – a time-sensitive concept linking more than 200 European locations with daily departures, and "DSV X-press" – worldwide express delivery of documents and small shipments. Both products have considerable potential and will be rolled out across the Group in the course of 2013.
DSV being a major global corporation, CSR has become an increasingly important part of our daily operations. CSR previously played a more peripheral role, but is now a highly important focus area and an integral part of the business processes at DSV. We demand a lot from ourselves and our suppliers and we are also met with increasing demands from customers and business partners. It is a pleasure to note that DSV has made progress in most areas in 2012 towards achieving our ambitious CSR targets, as described in the separate CSR Report of DSV.
We often say that our industry is a "people's business" and nothing could be more true! Although IT, fully automated systems and business processes play an increasingly important role, our greatest asset will always be our employees. We have loyal and skillful staff all of whom are bearers of our unique DSV culture, and it is fantastic to see that DSV is an attractive workplace to both young and more experienced freight forwarders. In the DSV culture, a decentralised organisational structure goes hand in hand with central guidelines and the individual entities of the Group have a large degree of autonomy to influence their performance. That is a major asset of DSV which we must always safeguard.
This is also a good opportunity for me to thank all our approx. 22,000 employees, who by their hard work have contributed to DSV reporting good financial results for 2012 – Thank you!
Since 2008 we have grown accustomed to the fact that uncertainty and volatility are part of the market conditions for DSV, and 2013 will be no different. The global markets are still characterised by economic uncertainty, and although the European debt crisis is hopefully drawing to an end we do not anticipate any notable improvement in the international transport markets any time soon. We expect very limited growth in the markets of DSV in the coming year. And yet, DSV has reason to be cautiously optimistic. We have a strong product in the market and with own operations in 74 countries we are well positioned to gain market share in both existing markets and growth markets.
| 2008 | 2009 | 2010 | 2011 | 2012 | |
|---|---|---|---|---|---|
| Income statement (DKKm) | |||||
| Revenue | 37,435 | 36,085 | 42,562 | 43,710 | 44,912 |
| Gross profit | 8,175 | 8,898 | 9,320 | 9,819 | 10,054 |
| Operating profit before amortisation, depreciation and special items (EBITDA) | 2,338 | 2,239 | 2,721 | 2,975 | 3,074 |
| Operating profit before special items (EBITA) | 1,936 | 1,703 | 2,202 | 2,426 | 2,540 |
| Special items | 78 | (688) | (5) | - | (275) |
| Operating profit (EBIT) | 2,014 | 1,015 | 2,197 | 2,426 | 2,265 |
| Net financial expenses | 404 | 555 | 537 | 431 | 246 |
| Profit before tax | 1,610 | 460 | 1,660 | 1,995 | 2,019 |
| Profit for the year Adjusted earnings |
1,233 1,131 |
191 799 |
1,194 1,290 |
1,449 1,546 |
1,430 1,745 |
| Balance sheet (DKKm) | |||||
| Non-current assets | 13,942 | 14,180 | 14,143 | 13,786 | 13,546 |
| Current assets | 9,783 | 8,000 | 8,942 | 8,948 | 9,248 |
| DSV A/S shareholders' share of equity | 3,808 | 5,501 | 6,549 | 5,279 | 5,348 |
| Non-controlling interests | 49 | 29 | 36 | 30 | 37 |
| Non-current liabilities | 8,702 | 8,532 | 7,398 | 7,984 | 8,097 |
| Current liabilities | 11,166 | 8,118 | 9,102 | 9,441 | 9,312 |
| Balance sheet total | 23,725 | 22,180 | 23,085 | 22,734 | 22,794 |
| Net working capital | 1,074 | 135 | 70 | 1 | 307 |
| Net interest-bearing debt | 9,541 | 6,890 | 5,872 | 6,585 | 6,561 |
| Invested capital including goodwill and customer relationships | 13,323 | 13,100 | 13,046 | 12,030 | 11,953 |
| Gross investment in property, plant and equipment | 731 | 488 | 334 | 576 | 453 |
| Cash flows (DKKm) | |||||
| Operating activities | 895 | 1,702 | 1,663 | 1,863 | 1,651 |
| Investing activities | (3,119) | (486) | (151) | (34) | (249) |
| Free cash flow | (2,224) | 1,216 | 1,512 | 1,829 | 1,402 |
| Adjusted free cash flow | 624 | 1,257 | 1,566 | 1,894 | 1,509 |
| Financing activities (excluding dividends distributed) | 2,159 | (1,373) | (1,346) | (1,712) | (912) |
| Dividends distributed | (50) | - | (52) | (105) | (190) |
| Cash flow for the year | (115) | (157) | 114 | 12 | 300 |
| Foreign currency translation adjustments | 248 | 8 | (118) | (8) | (115) |
| Cash and cash equivalents at year-end | 516 | 367 | 363 | 367 | 552 |
| Financial ratios (%) | |||||
| Gross margin | 21.8 | 24.7 | 21.9 | 22.5 | 22.4 |
| EBITDA margin | 6.2 | 6.2 | 6.4 | 6.8 | 6.8 |
| EBITA margin | 5.2 | 4.7 | 5.2 | 5.6 | 5.7 |
| EBIT margin | 5.4 | 2.8 | 5.2 | 5.6 | 5.0 |
| EBITA as a percentage of gross profit (conversion ratio) | 23.7 | 19.1 | 23.6 | 24.7 | 25.3 |
| Effective tax rate | 23.4 | 58.5 | 28.1 | 27.4 | 29.2 |
| ROIC before tax including goodwill and customer relationships | 17.2 | 12.9 | 16.8 | 19.7 | 21.2 |
| ROIC before tax excluding goodwill and customer relationships | 42.6 | 35.8 | 53.2 | 62.5 | 71.1 |
| Return on equity (ROE) | 33.8 | 4.0 | 19.7 | 24.3 | 26.9 |
| Solvency ratio | 16.0 | 24.8 | 28.4 | 23.2 | 23.5 |
| Financial gearing ratio | 3.6 | 3.1 | 2.2 | 2.2 | 2.1 |
| Share ratios | |||||
| Earnings per share of DKK 1 (EPS) | 6.66 | 0.93 | 5.68 | 7.34 | 7.81 |
| Diluted adjusted earnings per share of DKK 1 | 6.12 | 3.93 | 6.16 | 7.82 | 9.48 |
| Number of shares at year-end ('000) | 182,872 | 208,699 | 206,507 | 185,644 | 178,063 |
| Diluted average number of shares ('000) | 184,955 | 203,248 | 209,395 | 197,613 | 183,971 |
| Share price at year-end (DKK) | 56.50 | 94.00 | 123.30 | 103.00 | 145.70 |
| Dividend per share | 0.00 | 0.25 | 0.50 | 1.00 | 1.25 |
| Staff | |||||
| Number of employees at year-end | 25,056 | 21,280 | 21,300 | 21,678 | 21,932 |
*) For a definition of the financial highlights, please refer to page 75.
Operating in a market which is expected to see continued growth, DSV wants to strengthen its position among the world's leading transport and logistics companies.
As a global freight forwarding company, DSV offers transport and logistics solutions to its customers, but the actual transport operations are performed by external hauliers, shipping companies and airlines. DSV does not own the transport equipment.
In addition to physical transportation services customers also demand various related services, such as handling of freight documents, customs clearance, cargo insurance, warehousing and distribution.
The transport and logistics market is fragmented and even the largest global players have modest market shares. The world's ten largest players are estimated to have an aggregate market share of approx. 33%. The global market share of DSV is estimated at approx. 2%.
Measured by revenue (2011), DSV ranks as number six among the world's largest freight forwarders.
Source: Journal of Commerce, based on 2011 revenue
Freight volumes are cyclical and sensitive to the global economic development. Over the last 20 years, the average
annual growth in freight volumes has been two-three times higher than global economic growth, partly driven by outsourcing of production activities to the Far East.
The production outsourcing trend is estimated to have peaked, particularly in Europe and North America, and the gap between freight volume growth figures and economic growth figures is expected to narrow. However, increasing prosperity in, e.g., Asia and South America and, in the longer term also in Africa, also creates a basis for continued freight volume growth.
There is a growing desire among enterprises to reduce their overall logistics costs and a decreasing number consider transport and logistics operations as part of their core competencies. This forms the basis of more outsourcing, thereby boosting growth for transport and logistics providers relative to the underlying freight volume growth.
For a number of years, the largest transport and logistics providers have reported higher growth than the small players due to economies of scale and strong global networks. This trend is expected to continue and lead to further consolidation in the industry.
The strategy of DSV is based on the market as outlined above and is structured around five pivotal elements:
For DSV, the provision of quality services at competitive prices is key to creating supply chain value for its customers. Therefore the Group has constant focus on optimising its services to always offer market-leading services of a consistent quality.
The customer segment of small and medium-sized enterprises is a strong vertical of DSV, and the Group aims to expand its market share in this segment. This objective is supported by targeted local sales efforts in the individual countries and a continued focus on product and service development.
Additionally, the Group aims to increase its market share among large, multinational customers. This objective is addressed by the establishment of Global Accounts, a special department for large customers, the role of which is to support the sales efforts and services targeted at this segment in cooperation with the rest of the organisation. Over the last couple of years the focus on the large global enterprises has yielded positive results and this segment is still being developed.
Particularly the large, multinational customers demand transport and logistics solutions tailored to their individual business areas. Management has therefore decided to focus the sales efforts on a number of areas in which the Group has a particularly strong product and deep insight into customer needs. The relevant areas include the automotive, medical and aviation industries and more specialised fields such as the wind energy industry and logistics services for the national defence forces of a number of countries.
As a world leader in its field, DSV must gain market shares over time. DSV aims to achieve organic growth above the market growth rate in the markets in which the Group operates through targeted sales efforts and strong products.
In addition to organic growth, DSV aims to create growth through business acquisitions which can add further economies of scale and strengthen its global network. The Group has a positive track record when it comes to the efficient and succesful integration of acquirees. Management intends to utilise this capacity in case of any attractive acquisition opportunities in future.
The primary acquisition targets are air and sea freight providers which can strengthen the overall market position of the Air & Sea Division and increase the exposure in markets outside of Europe. For the Road and Solutions Divisions, bolt-on acquisitions may become relevant.
DSV's corporate structure builds on the three Divisions and is characterised by a flat, decentralised organisational structure. The individual national managements are responsible for their respective operating activities and administration according to the guidelines communicated by Division and Group Managements.
The decentralised structure makes it possible to act in consideration of local market conditions, culture and language. In addition, the national managements are close
to the local customers and able to quickly make decisions when needed.
The strong group and shared-service functions of DSV (e.g., procurement, finance, compliance, sales and marketing, and IT) support the decentralised corporate structure. The shared-service functions of the Group are continously optimised with the aim to further centralise and standardise the Group's business processes in the coming years.
To facilitate ongoing adjustment of capacity, and thereby overheads, relative to the market development DSV applies a flexible business model, which means that the Group does not invest in fixed assets in the form of trucks, ships and aeroplanes. Moreover, it is a clear goal for DSV to own no terminals or other logistics facilities of its own, and operational leases are therefore used to the widest extent possible.
Effective and efficient business processes are essential to satisfactory earnings in a competitive market characterised by low margins. The continued development and optimisation of processes are therefore a vital element of the corporate strategy to ensure that IT platforms support the day-to-day operations in the best possible way.
IT systems are also a pivotal element of the services offered by DSV to its customers, and it is therefore crucial that the systems are reliable and meet customer requirements.
Management has a clear goal of maximising the return on invested capital (ROIC). This objective is to be achieved through increased earnings and a reduction of invested capital. This focus is reflected in the Group's financial and capital structure targets and priorities for the use of free cash flow.
The demand for transport and logistics solutions are expected to continue to exceed the general economic growth rate in the coming years. DSV aims to gain market share in all markets of the Group.
The Air & Sea Division is measured against the global markets, whereas Road and Solutions are measured against the European market.
| DSV A | ir & Sea R | oad | Solutions | |
|---|---|---|---|---|
| EBITA margin | 7% | 7-8% | 5% | 7% |
| Conversion ratio | 30% | 35% | 25% | 25% |
| ROIC before tax | 25% | 25% | 25% | 20% |
The financial targets are unchanged relative to the 2011 Annual Report, and the Group expects to achieve the targets within 3-4 years. The targets are based on expectations of stable economic development in Europe and globally during the period.
As previously stated, the Group intends to achieve growth through acquisitions and organic growth, both of which are to support the realisation of the financial targets. Acquisitions and other investments are therefore always compared to the targets, and investments are made in the activity areas with the highest expected return.
The targets set for the capital structure of DSV are:
The financial gearing ratio, i.e. net interest-bearing debt to EBITDA, was 2.1x at 31 December 2012. The previous target was a net interest-bearing debt to EBITDA ratio of 2.0 to 2.5.
This target has been adjusted as the Group wants to strengthen its financial rating, which implies that the financial gearing ratio must be reduced to less than 2.0 in 2013.
The adjustment of the financial gearing target does not reflect any significant change in the Group's approach in regards to capital structure. Borrowed funds will still be an important part of the overall financing going forward, and DSV expects a net interest-bearing debt to EBITDA ratio of just below 2.0 in future.
The net interest-bearing debt to EBITA ratio may exceed 2.0 in extraordinary periods due to acquisitions made by the Group.
As part of the efforts to achieve the capital structure targets the long-term loan commitments of the Group are constantly monitored to ensure adequate duration. At 31 December 2012, the average duration was 3.7 years.
The Group aims to spend free cash flow as follows:
Seasonality and individual transactions may lead to fluctuations in the free cash flow from quarter to quarter. Management monitors on an ongoing basis that the realised and expected capital structure of the Group satisfy the targets set. Any adjustments of the capital structure are determined in connection with the release of financial reports and are made primarily by means of share buy-backs.
Proposed dividends for 2012 amount to DKK 1.25 per share, corresponding to a 25% increase compared to 2011. For 2013 DSV aims to increase dividends by around 25%.
DSV achieved satisfactory financial results for 2012 in line with the expectations of revenue, gross profit and EBITA disclosed. Full-year activity levels for 2012 were in line with 2011 and business process development and optimisation continued during the year. 2012 was also the year when DSV again embarked on new acquisitions.
Revenue grew from DKK 43,710 million in 2011 to DKK 44,912 million in 2012.
| Revenue 2012 | 44,912 |
|---|---|
| Organic growth (0.5%) | 221 |
| Acquisition and divestment of enterprises, net | 209 |
| Foreign currency translation adjustments | 772 |
| Revenue 2011 | 43,710 |
| (DKKm) |
2012 was characterised by volatile activity levels, starting off with positive growth rates which declined during the year. The organic growth in consolidated revenue was 0.5%.
Jens H. Lund CFO DSV A/S
Diluted adjusted earnings per share increased by approx. 21% on 2011
The consolidated gross profit came to DKK 10,054 million for 2012 against DKK 9,819 million for 2011. The Group thereby more than maintained profit in a difficult market. Organic growth for 2012 was 0.3% and the gross margin was 22.4% against 22.5% for 2011.
| Gross profit 2012 | 10,054 |
|---|---|
| Organick growth (0.3%) | 34 |
| Acquisition and divestments of enterprises, net | 6 |
| Foreign currency translation adjustments | 195 |
| Gross profit 2011 | 9,819 |
| (DKKm) |
Gross profit was affected by positive exchange rate adjustments. This primarily affected the Air & Sea Division.
The Air & Sea Division reported organic growth in gross profit of 1.2%, mainly as a result of an improved average profit per unit.
The Road Division reported gross profit in line with 2011 (organic growth of 0.6%) in a very competitive market. A change in product mix had a negative impact on the gross profit.
The gross profit of the Solutions Division declined (negative organic growth of 3.7%), mainly due to fierce price competition and costs related to the implementation of new customer contracts.
Other external expenses amounted to DKK 2,116 million in 2012 against DKK 2,092 million in 2011, corresponding to an increase of 1.1%. Adjusted for exchange rate movements and acquisitions made in Q4 2012 other external expenses decreased by 1.4% compared to 2011.
Staff costs amounted to DKK 4,864 million in 2012 against DKK 4,752 million in 2011, corresponding to an increase of 2.4%. Adjusted for exchange rate movements and acquisitions made in Q4 2012, staff costs decreased by 1.6% on 2011 partly as a result of project "Operational Excellence", which was launched in 2012. This project resulted in increased productivity enabling the Group to maintain the
number of staff on level with that at end of 2011 despite the acquisitions made.
Staff costs were affected by non-cash costs for sharebased payments of DKK 40 million in 2012 against DKK 34 million in 2011.
For 2012, amortisation and depreciation amounted to DKK 534 million against DKK 549 million for 2011. This item includes amortisation of software in the amount of DKK 131 million for 2012 against DKK 112 million for 2011. As a general rule, new software investments will be made when amortised. This item also includes amortisation of customer relationships in the amount of DKK 109 million for 2012 against DKK 107 million for 2011. Amortisation of customer relationships is a non-cash cost and no re-investments are made.
Consolidated EBITA was DKK 2,540 million for 2012 against DKK 2,426 million for 2011. The organic growth was 1.7%.
EBITA was positively affected by the increased gross profit without a corresponding increase in overheads. The conversion ratio thereby increased to 25.3% for 2012 against 24.7% for 2011, mainly as a result of the streamlining of workflows and business processes. The EBITA margin was 5.7% for 2012 against 5.6% for 2011.
| EBITA 2012 | 2,540 |
|---|---|
| Organic growth (1.7%) | 43 |
| Acquisition and divestment of enterprises, net | (7) |
| Foregn currency translation adjustments | 78 |
| EBITA 2011 | 2,426 |
| (DKKm) |
Adjusted for non-cash items relating to amortisation of customer relationships and costs of share-based payments, the adjusted consolidated EBITA came to DKK 2,689 million for 2012 against DKK 2,567 million for 2011.
The Air & Sea Division reported EBITA of DKK 1,412 million against DKK 1,355 million for 2011. EBITA increased mainly as a result of positive foreign currency translation adjustments. The organic growth was -0.5%.
The Road Division reported EBITA of DKK 933 million against DKK 834 million for 2011. The organic growth was 11.1%. The higher EBITA was mainly a result of increased productivity as consignment volumes remained almost unchanged.
The Solutions Division reported EBITA of DKK 250 million against DKK 278 million for 2011. The organic growth was -10.7%. Costs related to the implementation of large customers impacted negatively on EBITA results.
For 2012, net financials constituted an expense of DKK 246 million against DKK 431 million for 2011.
Financials developed as expected with interest rates below 2011, however the item was also affected by a large one-off exchange gain in connection with internal restructuring initiatives. In 2011, financials were affected by a one-off interest expense related to a tax case ruling.
Special items netted DKK 275 million for 2012 and relate mainly to the allocation of a non-recurring expense in connection with the ongoing restructuring plan "Operational Excellence" as described in the 2011 Annual Report and costs related to the integration of acquirees. Costs related to "Operational Excellence" amounted to DKK 258 million.
Profit before tax came to DKK 2,019 million for 2012 against DKK 1,995 million for 2011. The increase is mainly due to improved operating profit before special items and a reduction in financials, which were to a great extent counterbalanced by special items.
The effective tax rate was 29.2% for 2012, which is in line with disclosed expectations and an increase compared to 2011, when the effective tax rate was 27.4%. The 2012 tax rate was affected by isolated internal restructuring initiatives and non-deductible expenses related to the restructuring plan.
Profit for the year came to DKK 1,430 million for 2012 against DKK 1,449 million for 2011. Profit declined mainly due to special items and increased tax costs, which were counterbalanced to a certain extent by the improved operating profit and the reduction in financials.
Adjusted profit for the year came to DKK 1,745 million for 2012 against DKK 1,546 million for 2011.
Diluted adjusted earnings per share came to DKK 9.5 for 2012 against DKK 7.8 for 2011, corresponding to an increase of approx. 21%. The increase was due to the higher adjusted profit and the lower number of outstanding shares as a result of the share buy-backs made.
The balance sheet total at 31 December 2012 was DKK 22,794 million against DKK 22,734 million at year-end 2011.
Non-current assets stood at DKK 13,546 million at 31 December 2012 against DKK 13,786 million at year-end 2011.
The Group's funds tied up in net working capital came to DKK 307 million at 31 December 2012 against DKK 1 million at 31 December 2011. Net working capital was affected by the recent acquisitions and increasing pressure from customers as well as suppliers regarding payment terms.
Net working capital as a percentage of revenue was approx. 0.7% against 0.0% for 2011.
The equity interest of DSV shareholders came to DKK 5,348 million at 31 December 2012, corresponding to a solvency ratio of 23.5%. At 31 December 2011, equity was DKK 5,279 million, corresponding to a solvency ratio of 23.2%. Equity was mainly affected by the profit for the year, share buy-backs, distribution of dividends and actuarial gains/losses on pension plans.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Equity at 1 January | 6,549 | 5,279 |
| Net profit for the period | 1,440 | 1,427 |
| Dividends distributed | (105) | (190) |
| Purchase of treasury shares | (2,505) | (1,303) |
| Sale of treasury shares | 87 | 219 |
| Actuarial gains/losses on pension plans | (171) | (115) |
| Tax on changes in equity | (30) | 54 |
| Other adjustments, net | 14 | (23) |
| Equity at 31 December | 5,279 | 5,348 |
Net interest-bearing debt amounted to DKK 6,561 million at 31 December 2012 against DKK 6,585 million at 31 December 2011.
At year-end 2012, the financial gearing ratio of the Group was 2.1 and in line with the ratio at year-end 2011.
Loans and credit facilities amounted to DKK 6,773 million of the total net interest-bearing debt, DKK 5,911 million of which was long-term debt. Long-term loans amounted to DKK 5,838 million, the next refinancing being due in 2014.
At year end 2012, DSV issued an eight-year corporate bond of DKK 750 million. Undrawn loan and credit facilities amounted to DKK 1,475 million at 31 December 2012. At 31 December 2012, the total duration of the Group's longterm loan commitments was 3.7 years.
In 2012, the average interest rate payable for the longterm loans of the Group was 2.8% as against 4.2% in 2011.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Profit before tax | 1,995 | 2,019 |
| Change in net working capital | (184) | (196) |
| Adjustment, non-cash operating items, etc. | 52 | (172) |
| Cash flow from operating activities | 1,863 | 1,651 |
| Purchase and sale of intangibles, | ||
| property, plant and equipment | 36 | (174) |
| Net acquisition of subsidiaries and activities | (65) | (94) |
| Other | (5) | 19 |
| Cash flow from investing activities | (34) | (249) |
| Free cash flow | 1,829 | 1,402 |
| Proceeds from and repayment of short-term | ||
| and long-term debt | 683 | 137 |
| Allocated to shareholders | (2,610) | (1,492) |
| Exercised under option programme | 87 | 219 |
| Other transactions with shareholders | 23 | 34 |
| Cash flow from financing activities | (1,817) | (1,102) |
| Net change in cash and cash equivalents | 12 | 300 |
| Adjusted free cash flow | 1,894 | 1,509 |
Cash flow from operating activities came to DKK 1,651 million in 2012 against DKK 1,863 million in 2011. Cash flow from operating activities decreased mainly as a result of a one-off tax payment in Q1 2012 following a tax case ruling and increased funds tied up in working capital.
Cash flow from investing activities, excluding the effect of the acquisition and divestment of subsidiaries and activities, amounted to a net outflow of DKK 155 million in 2012 compared with a net inflow of DKK 31 million in 2011. In 2011, the cash flow from investing activities was affected by property transactions to a larger degree than in 2012.
The free cash flow came to DKK 1,402 million for 2012 against DKK 1,829 million for 2011. Free cash flow was negatively affected by a tax payment, increased funds tied up in working capital and acquisition and divestment of enterprises.
Adjusted for the acquisition and divestment of subsidiaries and activities, the free cash flow amounted to DKK 1,509 million in 2012 against DKK 1,894 million in 2011.
Cash flow from financing activities constituted a net outflow of DKK 1,102 million in 2012 against a net outflow of DKK 1,817 million in 2011. The share buy-backs totalling DKK 1,302 million and distribution of dividends of DKK 190 million had a significant impact on the cash flow from financing activities for 2012.
The net change in cash and cash equivalents was a net inflow of DKK 300 million, and foreign exchange translation adjustments constituted a loss of DKK 115 million; accordingly, the Group's cash and cash equivalents amounted to DKK 552 million at year-end 2012 against DKK 367 million in 2011.
The invested capital including goodwill and customer relationships amounted to DKK 11,953 million at 31 December 2012 against DKK 12,030 million at 31 December 2011.
In 2012, return on invested capital was 21.2% against 19.7% in 2011. The increase is due to the higher EBITA and the decrease in average invested capital.
No material events have occurred after the end of the financial year.
The outlook for 2013 is affected by the general uncertainty about macroeconomic developments. However, a stable development is expected in the markets in which the Group operates.
The separate divisional reviews provide additional information on expected market developments.
| Sea freight | 2-4% growth |
|---|---|
| Air freight | 0-2% growth |
| Road | 1-2% decline |
| Solutions | 1-2% decline |
| (DKKm) | Results O 2012 |
utlook G 2013 |
rowth (%) |
|---|---|---|---|
| Gross profit | 10,054 | 10,100-10,500 | 0%-4% |
| Operating profit before special items (EBITA) |
2,540 | 2,550-2,750 | 0%-8% |
| Net financial expenses | 246 | 300 | |
| Effective tax rate | 29.2% | 26% | |
| Free cash flow* | 1,509 | 1,750 | |
*) Adjusted for acquisition and divestment of subsidiaries
The consolidated performance forecast is based on the exchange rates listed below.
| EUR | 745 |
|---|---|
| GBP | 870 |
| NOK | 101 |
| SEK | 87 |
| USD | 560 |
This Annual Report includes forward-looking statements on various matters, such as expected earnings and future strategies and expansion plans. Such statements are uncertain and involve various risks because many factors, some of which are beyond DSV's control, may result in actual developments differing considerably from the expectations set out in the Annual Report.
Such factors include, but are not limited to, general economic and business conditions, exchange rate and interest rate fluctuations, the demand for DSV's services, competition in the transport sector, operational problems in one or more of the Group's subsidiaries and uncertainty in connection with the acquisition and divestment of enterprises.
| 2011 | 2012 | |||||||
|---|---|---|---|---|---|---|---|---|
| Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | |
| Income statement (DKKm) | ||||||||
| Revenue | 10,793 | 11,089 | 10,905 | 10,923 | 10,819 | 11,372 | 11,313 | 11,408 |
| Gross profit | 2,372 | 2,500 | 2,450 | 2,497 | 2,435 | 2,578 | 2,529 | 2,512 |
| EBITA | 534 | 649 | 654 | 589 | 555 | 687 | 691 | 607 |
| Special items | - | - | - | - | (251) | - | (3) | (21) |
| Operating profit (EBIT) | 534 | 649 | 654 | 589 | 304 | 687 | 688 | 586 |
| Net financial expenses | 107 | 107 | 93 | 124 | 81 | 75 | 80 | 10 |
| Profit before tax | 427 | 542 | 561 | 465 | 223 | 612 | 608 | 576 |
| Profit for the year | 313 | 390 | 407 | 339 | 162 | 430 | 436 | 402 |
| Gross margin | 22.0% | 22.5% | 22.5% | 22.9% | 22.5% | 22.7% | 22.4% | 22.0% |
| EBITA margin | 4.9% | 5.9% | 6.0% | 5.4% | 5.1% | 6.0% | 6.1% | 5.3% |
| Conversion ratio | 22.5% | 26.0% | 26.7% | 23.6% | 22.8% | 26.6% | 27.3% | 24.2% |
| Balance sheet (DKKm) | ||||||||
| Net working capital | 141 | 241 | 101 | 1 | (110) | 96 | 210 | 307 |
| Net interest-bearing debt | 6,050 | 6,018 | 6,445 | 6,585 | 6,584 | 6,713 | 6,478 | 6,561 |
| Cash flows (DKKm) | ||||||||
| Operating activities | 540 | 163 | 638 | 522 | 393 | 336 | 407 | 515 |
| Investing activities | (24) | 400 | (186) | (224) | (99) | (102) | 159 | (207) |
| Free cash flow | 516 | 563 | 452 | 298 | 294 | 234 | 566 | 308 |
| Segment information | ||||||||
| Air & Sea | ||||||||
| Revenue | 4,665 | 4,743 | 4,742 | 4,776 | 4,414 | 5,048 | 5,236 | 5,157 |
| Gross profit | 965 | 1,020 | 1,027 | 1,078 | 998 | 1,088 | 1,106 | 1,077 |
| EBITA | 291 | 345 | 356 | 363 | 298 | 376 | 397 | 341 |
| Gross margin | 20.7% | 21.5% | 21.7% | 22.6% | 22.6% | 21.6% | 21.1% | 20.9% |
| EBITA margin | 6.2% | 7.3% | 7.5% | 7.6% | 6.8% | 7.4% | 7.6% | 6.6% |
| Conversion ratio | 30.2% | 33.8% | 34.7% | 33.7% | 29.9% | 34.6% | 35.9% | 31.7% |
| Road | ||||||||
| Revenue | 5,594 | 5,815 | 5,646 | 5,586 | 5,785 | 5,756 | 5,494 | 5,619 |
| Gross profit | 1,047 | 1,120 | 1,058 | 1,055 | 1,099 | 1,133 | 1,054 | 1,060 |
| EBITA | 179 | 245 | 226 | 184 | 220 | 264 | 234 | 215 |
| Gross margin | 18.7% | 19.3% | 18.7% | 18.9% | 19.0% | 19.7% | 19.2% | 18.9% |
| EBITA margin | 3.2% | 4.2% | 4.0% | 3.3% | 3.8% | 4.6% | 4.3% | 3.8% |
| Conversion ratio | 17.1% | 21.9% | 21.4% | 17.4% | 20.0% | 23.3% | 22.2% | 20.3% |
| Solutions | ||||||||
| Revenue | 1,248 | 1,259 | 1,231 | 1,271 | 1,285 | 1,275 | 1,286 | 1,335 |
| Gross profit | 369 | 372 | 370 | 372 | 351 | 361 | 369 | 357 |
| EBITA | 69 | 65 | 71 | 73 | 55 | 59 | 69 | 67 |
| Gross margin | 29.6% | 29.5% | 30.1% | 29.3% | 27.3% | 28.3% | 28.7% | 26.7% |
| EBITA margin | 5.5% | 5.2% | 5.8% | 5.7% | 4.3% | 4.6% | 5.4% | 5.0% |
| Conversion ratio | 18.7% | 17.5% | 19.2% | 19.6% | 15.7% | 16.3% | 18.7% | 18.8% |
*) For a definition of the financial highlights, please refer to page 75.
The Air & Sea Division organises transports of cargo by air and sea. The Division offers conventional freight services through its global network supplemented by a Project Department. The Division has approx. 6,000 employees.
The overall development in global freight volumes in 2012 has been characterised by weaker than expected volumes, both for sea and air freight.
Global sea freight volumes started 2012 on a positive note with growth rates for the market around 5%, but during the year the market lost momentum.
Growth in global air freight has been in negative territory in 2012, and only at the end of the year the trend has improved slightly.
The sea freight volumes measured in containers (TEUs) realised by the Division was on level with 2011, while the market in general is estimated to have increased by 0-2%.
| Q4 2012 DSV M |
Q4 2012 arket |
2012 DSV M |
2012 arket |
|---|---|---|---|
| 0% | -1-2% | 0% | 0-2% |
| -2% | -1-3% | -1% | 1-3% |
Market growth rates are based on own estimates.
Jørgen Møller Managing Director Air & Sea Division
Gross Profit
Ebita
DSV has relatively high exposure to Asia-Europe, which accounts for approx. 40% of DSV's total sea freight volume. Due to declining import in Europe the market conditions on this trade lane were challenging in 2012.
Air freight volumes (tonnes) recorded by the Division in 2012 declined by 1% compared to 2011, while the market in general is estimated to have contracted 1-3%. In a challenging market the Division has been successful in gaining market share, mainly due to strong development in DSV's exports activities out of Europe and USA.
In spite of relatively weak volumes and influx of new transport capacity, the sea freight rates increased dramatically in the beginning of 2012. During second half of 2012 the rates have declined, and at the end of the year new rate increases have been announced and fully or partly implemented by the shipping companies.
The air freight market was less turbulent, however still impacted by rate fluctuation.
With the overall target of gaining market share the Division has continued the development of products and services within both sea and air freight.
In response to increasing customer demands for industryspecific logistics services, the Division has launched initiatives to optimise product development and sales efforts within selected focus segments and industry verticals, e.g. automotive, aerospace, renewable energy and military of defence.
The Division's global network has been strengthened in 2012. With the acquisition of Dubai based Swift Freight, DSV Air & Sea is now present in 15 African countries and has a good platform for taking part in future growth on the continent.
Furthermore, the Division has established a subsidiary in Brazil and obtained full ownership of the DSV-GL joint venture in Chile, Argentina and Peru. These initiatives bring DSV closer to the target of having a full Air & Sea network in Latin America.
The stronger presence in emerging markets will also enable DSV to take part in the expected growth in project logistics, e.g., for the energy sector, industrial projects and infrastructure. DSV Air & Sea is constantly alert to attractive bolt-on acquisition opportunities to supplement the existing network and support growth plans.
The Division expects to finalise the roll-out of its global Transport Management System in 2013. The implementation was initiated in 2011 and has proceeded as planned. The new system has already had positive impact on the productivity in the countries where the system has been implemented.
Division revenue can be broken down by the following geographical areas:
DSV 2012 ANNUAL REPORT – MANAGEMENT'S COMMENTARY – DSV Air & Sea 17
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Revenue | 18,926 | 19,855 |
| Direct costs | 14,836 | 15,586 |
| Gross profit | 4,090 | 4,269 |
| Other external expenses | 863 | 909 |
| Staff costs | 1,740 | 1,814 |
| EBITDA | 1,487 | 1,546 |
| Amortisation and depreciation | 79 | 81 |
| Amortisation of customer relationships | 53 | 53 |
| EBITA | 1,355 | 1,412 |
| Gross margin (%) | 21.6 | 21.5 |
| Conversion ratio (%) | 33.1 | 33.1 |
| EBITA margin (%) | 7.2 | 7.1 |
| Number of employees at year-end | 6,092 | 6,331 |
| Total invested capital (DKKm) | 6,372 | 6,303 |
| Net working capital (DKKm) | 818 | 943 |
| ROIC (%) | 20.9 | 22.3 |
For 2012, DSV Air & Sea recorded revenue of DKK 19,855 million against DKK 18,926 million for 2011. The organic growth was 1.0%.
Gross profit came to DKK 4,269 million for 2012 against DKK 4,090 million for 2011. The organic growth was 1.2% and was mainly attributable to increased average profit per unit (TEUs/tonnes) compared to 2011. The increased profit per unit mainly characterised the first half of 2012.
The gross margin was 21.5% for 2012 against 21.6% for 2011.
| Sea freight | Air freight | |||||
|---|---|---|---|---|---|---|
| (DKKm) YT | D 2011 YT | D 2012 YT | D 2011 YT | D 2012 | ||
| Revenue | 10,590 | 11,621 | 8,336 | 8,234 | ||
| Direct costs | 8,302 | 9,213 | 6,534 | 6,373 | ||
| Gross profit | 2,288 | 2,408 | 1,802 | 1,861 | ||
| Gross margin (%) Volume |
21.6 | 20.7 | 21.6 | 22.6 | ||
| (TEUs/Tonnes) | 727,861 | 725,806 | 262,362 | 259,057 |
EBITA was DKK 1,412 million for 2012 against DKK 1,355 million for 2011. The organic growth dropped by 0.5% for 2012.
The conversion ratio was 33.1% for 2012, approximating the level for 2011. The EBITA margin was 7.1% for 2012 against 7.2% for 2011. Conversion ratio and EBITA margin were negatively affected by acquisitions in Q4 2012.
The operating profit for 2012 was impacted by a strong development in North America and a marginal decline in Europe. The results in Europe should be seen in the context of tough market conditions with weak import in most markets and strong competition. The results in North America and Asia are positively impacted by foreign currency translation.
The following long-term financial targets have been set for the Division:
| Target R | ealised 2012 | |
|---|---|---|
| EBITA margin | 7-8% | 7.1% |
| Conversion ratio | 35% | 33.1% |
| ROIC - before tax | 25% | 22.3% |
| Q4 2011 |
Foreign currency translation adjustments (DKKm) |
Acquisitions, net (DKKm) |
Organic growth (DKKm) |
Organic growth (%) |
Q4 2012 |
|
|---|---|---|---|---|---|---|
| Revenue | 4,776 | 132 | 114 | 135 | 2.7% | 5,157 |
| Gross profit | 1,078 | 25 | 10 | (36) | (3.2%) | 1,077 |
| EBITA | 363 | 12 | (1) | (33) | (8.8%) | 341 |
| 2011 | 2012 | |||||
| Revenue | 18,926 | 562 | 176 | 191 | 1.0% | 19,855 |
| Gross profit | 4,090 | 125 | 4 | 50 | 1.2% | 4,269 |
| EBITA | 1,355 | 66 | (2) | (7) | (0.5%) | 1,412 |
Air freight volumes dropped by 2% and sea freight volumes were on level with Q4 2011. The volume development for both air and sea freight is estimated to be in line with the market growth rate.
Gross profit amounted to DKK 1,077 million for Q4 2012 (2011: DKK 1,078 million). The organic growth declined by 3.2%. The Division maintained gross profit per sea freight unit on level with Q3 2012, however air freight volumes declined slightly as a result of increasing price competition.
EBITA was DKK 341 million for Q4 2012 (2011: DKK 363 million). The organic growth declined by 8.8%.
DSV expects that the global sea freight market will grow by approx. 2-4% in 2013, measured by volume, while the air freight market measured by volume is expected to increase 0-2%. Similar to 2012, the growth in Asia-Europe volumes is expected to remain below the global market development.
Management expects to achieve the goal of gaining market shares in the markets in which the Division operates.
In accordance with the financial targets set for the Division DSV Air & Sea is expected to increase earnings in 2013.
| Revenue | Gross profit | EBITA | EBITA margin | Conversion ratio | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (DKKm) | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 |
| Europe | 13,841 | 13,913 | 2,585 | 2,578 | 686 | 682 | 5.0 | 4.9 | 26.5 | 26.5 |
| Asia | 4,142 | 4,666 | 845 | 930 | 384 | 393 | 9.3 | 8.4 | 45.4 | 42.3 |
| Americas | 3,330 | 3,563 | 653 | 754 | 339 | 391 | 10.2 | 11.0 | 51.9 | 51.9 |
| Eliminations, etc. | (2,387) | (2,287) | 7 | 7 | (54) | (54) | - | - | - | - |
| Total | 18,926 | 19,855 | 4,090 | 4,269 | 1,355 | 1,412 | 7.2 | 7.1 | 33.1 | 33.1 |
With a complete European network, the DSV Road Division is among the top three transport companies in Europe. The Division offers full and part load services through a strong network of more than 200 terminals across Europe. The Division has approx. 10,000 employees.
As has been the case in recent years, the European road transport market was impacted by the economic crisis in 2012. Freight volumes declined throughout the year in Southern Europe and the Northern and Eastern European markets lost momentum in the second half of 2012, partly as a result of decreasing activity levels in key markets such as Germany and Sweden.
The total freight volume of the Road Division measured in consignments increased by approx. 1% on 2011. The market in general is estimated to have dropped by 1-3%. In the assessment of Management, the Division gained market share in most European countries in 2012.
| Q4 2012 DSV M |
Q4 2012 arket |
2012 DSV M |
2012 arket |
|
|---|---|---|---|---|
| Consignments | 1% | -2-3% | 1% | -1-3% |
Market growth rates are based on own estimates.
Søren Schmidt Managing Director Road Division
Overall, in terms of capacity there was a good balance between supply and demand in the European road transport market in 2012. Due to the weak market development there was generally sufficient capacity among hauliers, and rates remained relatively stable during the year.
In terms of customers the market was characterised by fierce price competition, particularly in the second half of 2012.
In 2012, the Division focused on gaining market share both within international forwarding as well as national distribution. This focus is reflected in the Division's ongoing efforts to develop its transport service offerings: full loads, part loads and groupage loads.
2012 saw the launch of the new Road concept "DSV Daily Pallet", offering customers daily departures from all DSV terminals to destinations throughout Europe. The Division also continued the work of developing services within specific segments, e.g., the automotive and retail industries.
DSV Road is constantly alert to attractive bolt-on acquisition opportunities to supplement the existing network and support growth plans. The acquisition of the freight forwarding activities of AWT Cechofracht in 2012 strengthened the position of DSV Road in the Czech market and is a good example of a bolt-on acquisition.
Division revenue can be broken down by the following geographical areas:
DSV 2012 annual report – management's commentary – DSV Road 21
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Revenue | 22,641 | 22,654 |
| Direct costs | 18,361 | 18,308 |
| Gross profit | 4,280 | 4,346 |
| Other external expenses | 1,034 | 1,020 |
| Staff costs | 2,258 | 2,258 |
| EBITDA | 988 | 1,068 |
| Amortisation and depreciation | 137 | 117 |
| Amortisation of customer relationships | 17 | 18 |
| EBITA | 834 | 933 |
| Gross margin (%) | 18.9 | 19.2 |
| Conversion ratio (%) | 19.5 | 21.5 |
| EBITA margin (%) | 3.7 | 4.1 |
| Number of employees at year-end | 9,806 | 9,730 |
| Total invested capital (DKKm) | 3,734 | 3,786 |
| Net working capital (DKKm) | (376) | (396) |
| ROIC (%) | 21.5 | 24.8 |
DSV Road delivered revenue of DKK 22,654 million for 2012 against DKK 22,641 million for 2011. For the period under review, the organic growth declined by 1.0%.
Gross profit came to DKK 4,346 million for 2012 against DKK 4,280 million for 2011. The organic growth was 0.6%.
While the number of consignments increased slightly in 2012, both revenue and gross profit were affected by severe price competition in the second half of 2012 in particular. In addition, the product mix changed in 2012 and the Division has gained market share in national transport and distribution, which is characterised by lower average revenue and gross profit per consignment compared to international consignments.
The gross margin was 19.2% for 2012 against 18.9% for 2011.
Through effective cost management and improved productivity the Division delivered a considerable increase in operating profit for 2012
EBITA was DKK 933 million for 2012 against DKK 834 million for 2011. For the period under review, the organic growth was 11.1%.
The EBITA margin was 4.1% for 2012 against 3.7% for 2011. The conversion ratio was 21.5% for 2012 against 19.5% for 2011.
Through effective cost management and improved productivity the Division delivered a considerable increase in operating profit for 2012, partly as a result of the ongoing adjustment of overheads ("Operational Excellence") during the year. Division results also improved in some of the countries which have reported disappointing earnings in previous years.
The following long-term financial targets have been set for the Division:
| Target | Realised 2012 | |
|---|---|---|
| EBITA margin | 5% | 4.1% |
| Conversion ratio | 25% | 21.5% |
| ROIC - before tax | 25% | 24.8% |
| Q4 2011 (DKKm) |
Foreign currency translation adjustments (DKKm) |
Acquisitions, net (DKKm) |
Organic growth (DKKm) |
Organic growth (%) |
Q4 2012 (DKKm) |
|
|---|---|---|---|---|---|---|
| Revenue | 5,586 | 106 | 33 | (106) | (1.9%) | 5,619 |
| Gross profit | 1,055 | 18 | 2 | (15) | (1.4%) | 1,060 |
| EBITA | 184 | 6 | (5) | 30 | 16.2% | 215 |
| 2011 | 2012 | |||||
| Revenue | 22,641 | 214 | 33 | (234) | (1.0%) | 22,654 |
| Gross profit | 4,280 | 37 | 2 | 27 | 0.6% | 4,346 |
| EBITA | 834 | 11 | (5) | 93 | 11.1% | 933 |
The number of consignments increased by approx. 1% in Q4 2012, while the market in general is estimated to have decreased 2-3%.
Gross profit amounted to DKK 1,060 million for Q4 2012 (2011: DKK 1,055 million). The organic growth declined by 1.4%, mainly as a result of fierce price competition in the market and a change in product mix, with a larger proportion of national distribution.
EBITA amounted to DKK 215 million for Q4 2012 (2011: DKK 184 million). The organic growth was 16.2%. The improved EBITA mainly reflects the adjustment of overheads and increased efficiency.
DSV expects that the European road transport market will decrease slightly by 1-2% compared to 2012. Although there may be regional differences, overall stagnation or recession is expected across most of Europe.
Operating in a stagnating environment, the Division aims to use its strong position and market leading service offerings to gain additional market share.
The Division will maintain the focus on productivity optimisation and adjustment of overheads in the individual countries.
On this basis, the Division is expected to achieve earnings growth in 2013.
DSV Solutions specialises in logistics services across the entire supply chain, including freight management, customs clearance, warehousing and distribution, information management and e-business support. The Division has approx. 5,000 employees.
In 2012, the European logistics services market was impacted by the economic crisis, which spread from Southern Europe to Northern Europe in the course of the year resulting in stagnating, and in some industries even declining, activity levels in the second half of 2012.
Division volumes measured in order lines (transactions) increased by approx. 1% in 2012 compared to 2011, while the market in general is estimated to be on level with 2011. Volume growth for Q4 2012 was in line with Q3 and full-year 2012.
| Q4 2012 DSV M |
Q4 2012 arket |
2012 DSV M |
2012 arket |
|
|---|---|---|---|---|
| Order lines | 1% | -1-0% | 1% | 0% |
Market growth rates are based on own estimates.
Brian Ejsing Managing Director Solutions Division
gross profit
Ebita
DSV Solutions continues the development of industryspecific logistics solutions…
Surplus capacity affected the logistics services market in several geographical areas. This caused fierce price competition in connection with the renegotiation of contracts and participation in tenders.
The objective of gaining market share is to be achieved mainly through organic growth, with particular focus on the areas where the Division has well established business operations, e.g. the Benelux, Germany and the Nordic countries. DSV has also established Solutions facilities on a small scale in China and other parts of Asia in connection with the other activities of the Group outside Europe, and Division management sees good growth potential in the Asian market.
DSV Solutions continues the development of industryspecific logistics solutions for the automotive, high-tech, healthcare and retail industries, etc. In response to the growing e-commerce the Group has developed a concept which is tailored to businesses in this segment.
As a key element of the Group's strategy, DSV Solutions collaborates with the other two Divisions in offering integrated solutions that give the customers complete overview of the supply chain while at the same time considering their capital investments and transport and logistics costs.
The Division offers customers a wide range of valueadded services, including packaging and labelling of goods, assembly and kitting, product testing, etc., which are in growing demand and which the Division regards as an area with good growth potential.
A new Managing Director was appointed for the Division in the second quarter of the year. The new management is expected to continue and strengthen the development of the Division.
Division revenue can be broken down by the following geographical areas:
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Revenue | 5,009 | 5,181 |
| Direct costs | 3,526 | 3,743 |
| Gross profit | 1,483 | 1,438 |
| Other external expenses | 526 | 502 |
| Staff costs | 521 | 541 |
| EBITDA | 436 | 395 |
| Amortisation and depreciation | 122 | 110 |
| Amortisation of customer relationships | 36 | 35 |
| EBITA | 278 | 250 |
| Gross margin (%) | 29.6 | 27.8 |
| Conversion ratio (%) | 18.7 | 17.4 |
| EBITA margin (%) | 5.6 | 4.8 |
| Number of employees at year-end | 5,414 | 5,428 |
| Total invested capital (DKKm) | 1,922 | 1,755 |
| Net working capital (DKKm) | 44 | 76 |
| ROIC (%) | 14.4 | 13.6 |
The Division recorded revenue of DKK 5,181 million for 2012 against DKK 5,009 million for 2011. The organic growth was 2.6% for 2012.
Gross profit came to DKK 1,438 million for 2012 against DKK 1,483 million for 2011. The organic growth for the year dropped by 3.7%.
The gross margin was 27.8% for 2012 against 29.6% for 2011.
Despite higher activity level and revenue, gross profit declined partly as a result of extraordinarily high costs related to the implementation of new customer contracts in the first half of 2012. In addition, the market development in Southern Europe and other regions created pressure on earnings, partly due to the declining activity level and partly
due to the pressure on prices as a result of excess capacity of facilities.
EBITA was DKK 250 million for 2012 against DKK 278 million for 2011. The organic growth dropped by 10.7% for 2012.
The EBITA margin was 4.8% for 2012 against 5.6% for 2011. The conversion ratio was 17.4% for 2012 against 18.7% for 2011.
The low operating profit is attributable to the low gross profit. The costs level was lower than for 2011, however savings measures and productivity improvements were not enough to fully counterbalance the lower gross profit.
The following long-term financial targets have been set for the Division:
| Target | Realised 2012 |
|
|---|---|---|
| EBITA Margin | 7% | 4.8% |
| Conversion ratio | 25% | 17.4% |
| ROIC - before tax | 20% | 13.6% |
| Q4 2011 (DKKm) |
Foreign currency translation adjustments (DKKm) |
Acquisitions, net (DKKm) |
Organic growth (DKKm) |
Organic growth (%) |
Q4 2012 (DKKm) |
|
|---|---|---|---|---|---|---|
| Revenue | 1,271 | 18 | - | 46 | 3.6% | 1,335 |
| Gross profit | 372 | 4 | - | (19) | (5.1%) | 357 |
| EBITA | 73 | 1 | - | (7) | (9.5%) | 67 |
| 2011 | 2012 | |||||
| Revenue | 5,009 | 39 | - | 133 | 2.6% | 5,181 |
| Gross profit | 1,483 | 10 | - | (55) | (3.7%) | 1,438 |
| EBITA | 278 | 2 | - | (30) | (10.7%) | 250 |
EBITA amounted to DKK 67 million for Q4 2012
The activity level of the European logistics services market is expected to grow slightly by 1-2% in 2013.
DSV Solutions expects to gain market share in 2013 and to improve capacity utilisation and thereby achieve earnings growth.
The day-to-day operations of the DSV Group entail various risks. It is crucial for the Group that these risks are identified and addressed in accordance with the risk management objectives established by Management.
DSV considers effective risk management an integral element in the daily work of the Executive Board and the day-to-day operations. The efforts to identify and analyse key risks enable the DSV Management to respond timely to issues that may have a material impact on Group earnings and achievement of financial targets.
The Board of Directors has the ultimate responsibility for the Group's risk management process and establishes the overall framework in this respect, whereas the duty of monitoring compliance with Group risk management policies has been delegated to DSV's Audit Committee to a predominant extent. The Executive Board is responsible for identifying and addressing key risks on a day-to-day basis and to develop the risk management procedures of the Group.
Risk management is an ongoing process in DSV involving the identification of risks and assessment of the potential
impact on Group earnings. The Group aims to mitigate risks identified and accepted following a commercial assessment through internal business procedures or insurance. In the mitigation of risks a thorough allocation is made of the organisational responsibilities for implementation and ongoing follow-up. Procedures, guidelines and various key control systems have been developed to monitor and mitigate the risks identified by the Group, ensuring optimal management of all key risks.
In 2012, DSV analysed the Group's key risks through a risk mapping process with participation of relevant employees from all business areas. The process included an assessment of the risk of occurrence of the risks identified and any potential consequences thereof. The purpose of the process was to map any unidentified risks and to confirm or disconfirm the risks already established. This initiative uncovered no risks which had not already been identified and addressed.
Any risks identified are reported to central Group functions on an ongoing basis and this information is then submitted to the Executive Board. The Executive Board notifies the Board of Directors on a weekly basis of any matters of relevance to the risk management process and of any risk mitigation measures taken. The continuous dialogue with the Board of Directors and the Audit Committee and regular reports from the Executive Board on the development in the key risk factors provide an adequate risk management framework.
In addition to the regular reports DSV's Audit Committee also receives status reports on the key risks at all Committee meetings.
Based on the most recent review of the risk scenario of DSV, Management estimates that the risks identified and the mitigation thereof are unchanged relative to last year in all essentials. The key risks and measures established are listed on pp. 29-30.
| risk factors | Potent ial impact |
risk mitigat ion meas ures |
|---|---|---|
| General econom ic develo |
pment | |
| DSV has own operations in more than 70 countries and is therefore affected by both global and regional economic and political trends. |
Declining economic activ ity impacts directly on the demand for transport and logistics services and con sequently on the financial results of DSV. |
The asset light business model ensures a low level of fixed costs, enabling DSV to adjust overheads according to current market activity levels. By its worldwide activities DSV has a good basis for offsetting any adverse effects from economic developments in different parts and regions of the world. This exposure is an element of the market in which DSV operates, but Management monitors the economic development and initiates the measures necessary to counter any negative development. The risk of material impact is assessed as moderate. |
| Consol idation in the trans |
port industry |
|
| The transport industry is in a continuous process of consolidation driven by globalisation and the resulting increase in cross border trade. |
The consolidation process may weaken the rela tive competitive position of DSV and impede the achievement of necessary economies of scale. How ever, it may also provide development opportunities in regards to the Group's activities. |
By taking an active part in the consolidation of the transport industry DSV has created economies of scale and strengthened its competitive position through acquisitions. DSV continuously monitors the consolidation process and intends to continue to participate actively in this process in line with the strategy described. Acquisitions are made based on a business plan to ensure that the relevant activity/company will be able to meet the Group's financial targets within a few years. In order to minimise the risks related to acquisitions, DSV always performs a due diligence review before signing any transfer agreement. The risk of material impact is assessed as low. |
| Fre ight rate volat ility |
||
| Fluctuations in freight vol umes and transport market capacity impact on DSV's freight rates relative to its subcontractors. |
If DSV cannot fully pass on freight rate fluctuations to the end customer, this may impact negatively on the financial results of the Group. |
The development in freight rates is constantly monitored and initiatives are launched to mitigate the risk by ensuring that changes in freight rates are quick ly reflected in customer prices. Oil price fluctuations have a significant impact on freight rates. DSV concludes customer agreements on separate invoicing of variable fuel surcharges to miti gate the risk. The risk of material impact is assessed as low. |
| risk factors | Potent ial impact |
risk mitigat ion meas ures |
|---|---|---|
| IT applicat ions |
||
| Effective and reliable IT systems are essential for the Group in the efficient performance of its day-to day operations. |
The business operations of DSV are highly dependent on IT systems, and process disturbances may have a significant impact on the Group's operations and thereby a negative impact on the consolidated finan cial results. |
Optimisation of the IT production environment is an ongoing process at DSV, which includes the establishment of various minimum service level require ments. Several key control systems have been set up to monitor compliance with the required service levels for the Group's IT applications. DSV also makes targeted efforts to further centralise essential IT systems to support a continu ous IT optimisation and IT security improvement process. The risk of material impact is assessed as low. |
Continued >
| Risk factors | Potent ial impact |
risk mitigat ion meas ures |
|---|---|---|
| Trans port agreements |
and damage to cargo |
|
| DSV may incur liability for damage to cargo during transport, and in some cases customers demand a larger compensation than provided by law and busi ness standards. |
The Group is exposed to the risk that agreements are made which could in flict losses on the Group exceeding general statu tory limits. |
This risk is typically mitigated by the conclusion of customer agreements re stricting the potential liability of DSV, agreements on the transfer of risk to sub-contractors or through insurance coverage. Group policies on the conclusion of contracts have been prepared and im plemented with the aim to counter this risk. These policies define the powers of authorisation and stipulate procedures regarding the review and approval of draft agreements by the Group Legal Department. This means that any risk of loss can be assessed separately and mitigated by transferring risk to subcon tractors or through insurance coverage. The risk of a material impact is assessed as low. |
| Increase d reg ulat ion |
||
| Authorities and organi sations enforce stricter regulation in many different areas. |
Ever increasing regulation implies a greater risk of violation of rules and re commendations which may entail substantial fines. |
It is of great importance to DSV that all its operations comply with national, regional and international rules and recommendations. DSV has formulated internal policies on business ethics. The policies include clear guidelines on how employees should act in relation to particularly risky issues, including anti-competitive agreements, bribery and corruption, and are communicated to all employees on an ongoing basis. Various campaigns and training programmes are carried out and employee tests concerning the various policies are conducted when relevant to ensure that all employees of the organisation are familiar with and understand the poli cies. Training programmes and tests are aimed at the entire organisation with special focus on executive employees. It is corporate policy that current legislation must be complied with and no derogation from established policies in this field is accepted. This message has been communicated very clearly to the entire organisation. The risk of material impact is assessed as low. |
| Competition law |
||
| The area of competition law has been given spe cial focus in recent years, which has also affected the transport industry. |
In recent years, various competition authorities have carried out inspec tions of international trans port companies. Being a global provider of transport and logistics services, DSV may also be affected by this and potentially become a party to competition law proceedings. |
DSV has formulated Group policies to mitigate the risk of competition law breaches, e.g., by banning any active involvement in trade organisations and meetings with competitors. The DSV Management follows up on the compli ance with these policies on a regular basis, and the importance of strict obser vance of the rules is frequently communicated to the entire organisation. The risk of material impact is assessed as low. |
| Embargoes | ||
| DSV performs transport services to all regions of the world, an increas ing number of which are subject to international embargoes. |
This entails an increased risk of violation of any embargos ordered by, e.g., the UN, EU and USA, and of facing heavy fines as a result thereof. |
Targeted efforts are made to mitigate the risk of violating such embargos through ongoing communication of guidelines and training of the employees. In addition, DSV applies electronic screening tools that are integrated with the Group's production systems. These systems facilitate automatic screening of new customers and suppliers, thereby reducing the risk of trading with embar goed countries or individuals. The risk of material impact is assessed as low. |
| Financ ial risks |
||
| DSV is exposed to interest rate, exchange rate, credit, financing and liquidity risks. |
Any development in the financial markets may have a negative impact on the financial results of the Group. |
The financial risks are managed and mitigated on corporate level. This concerns interest rate, exchange rate, credit, financing and liquidity risks. Exchange rate and interest rate risks are mitigated according to established policies and are subject to ongoing follow-up and reporting. These factors are described in more detail in note 26 in the Annual Report. The risk of material impact is assessed as low. |
Corporate governance is of great importance to DSV. The entire corporate structure supports a strong control environment and is designed as a simple structure based on the Group's commercial activities with a clear division of management responsibilities.
The management structure of DSV consists of a Board of directors and an Executive board. The ultimate authority rests with the shareholders in general meeting. The Board of Directors supervises the development of the Group and sets out the overall visions, strategies and objectives, whereas the Executive Board is responsible for the day-today management and the execution of the strategy and contributes essential input to the work of the Board of Directors. The allocation of responsibilities is laid down in the Rules of Procedure of the Board of Directors and Executive Board.
The Board of Directors currently has six members (Directors). According to the Articles of Association of the Company, the Board of Directors must comprise at least five and not more than nine Directors. The composition of the Board is intended to ensure that it has a diverse competency profile to be able to perform its duties as effectively as possible. Reference is made to page 77 for a description of the individual Directors' special competencies in relation to the work of the Board.
Directors are elected for a term of one year at a time, and new Directors are elected according to the current rules of the Danish Companies Act. The upper age limit for Directors stipulated in the Company's Articles of Association implies that Directors must retire at the first annual general meeting after having attained the age of 70.
In the financial year of 2012, the Board of Directors held ten ordinary board meetings and one strategy meeting. The content of the meetings is partly determined by the annual cycle of the Board which helps to ensure that all important policies are reviewed.
The Board of Directors conducts an overall performance evaluation of the Board as a whole once a year. This process also includes evaluation of the performance and competencies of the individual Directors to assess whether the mix of competencies are satisfactory and identify any need for further training. The Chairman of the Board is in charge of the self-evaluation, but may retain an external consultant to assist in connection with the self-evaluation process. The self-evaluation report has been discussed by the Board of Directors and did not give rise to any further initiatives.
According to the Recommendations on Corporate Governance, three of the six members of the Board of Directors are regarded as independent persons. Kurt K. Larsen (Chairman) was a member of the Executive Board less than five years ago and is therefore not regarded as an independent person. Nor are Erik B. Pedersen or Kaj Christiansen regarded as independent persons as they have both been Directors for more than 12 years.
The Board of Directors has established an Audit Committee with the primary task of monitoring the processes relating to the Group's financial reporting, control environment, financial resources and cash situation and determining the
framework for the external audit. The Rules of Procedure of the Audit Committee are available at www.dsv.com. The Committee held three meetings in 2012.
DSV has adopted a Remuneration Policy which lays down the guidelines for determining and approving the remuneration of the members of the Board of Directors and Executive Board. The Remuneration Policy is designed to always reflect the goal of being able to attract and retain a competent Management. The Remuneration Policy is discussed and approved at the annual general meeting of the Company and is available at www.dsv.com.
The Recommendations issued by the Committee on Corporate Governance in August 2011 are actively used by the Board of Directors in its work, and the Board regularly assesses its procedures according to the Recommendations. DSV has opted to derogate from three of the 79 Recommendations: (1) the Recommendation on nomination committee, (2) the Recommendation on remuneration committee, and (3) parts of the Recommendation on diversity at management levels.
The Board of Directors regularly considers the need for nomination and remuneration committees, but has not found it necessary to establish such committees for the time being. In the assessment of the Board, the tasks which are to be undertaken by a nomination committee and a remuneration committee according to the Recommendations are performed efficiently by the Chairman of the Board. The Chairman subsequently reports to the other Directors.
The Board of Directors discusses the Group's activities on a regular basis, one aim being to ensure that the Group has optimal management teams at all management levels. In connection with these discussions, the Board also considers the element of diversity, but the Board sees no clear connection between fixed levels of diversity and the best possible governance of the Group. For that reason, the Board of Directors has not found it expedient to set specific targets for diverse management teams so far. However, due to the entry into force of new national rules, the Board will establish specific diversity objectives during the first quarter of 2013 to assure that DSV complies with the rules.
For a detailed description of DSV's position on the Recommendations, reference is made to www.dsv.com. The Recommendations are available in their entirety at www.corporategovernance.dk.
The Board of Directors has the overall responsibility for risk management and internal control in connection with the presentation of the financial statements. The internal
control and risk management systems of DSV related to the financial reporting process are designed to minimise the risk that internal and external financial statements include misstatements or irregularities. DSV's internal control and risk management system is not designed according to one specific method package; rather, it is inspired by a series of methods which have been used in establishing the Group's risk management methodology.
The key elements of the Group's risk management and internal control systems in connection with the presentation of financial statements are summarised below.
The control environment in DSV is based on clear guidelines, a simple organisational structure, clear division of responsibilities and constant efforts to strengthen the control environment with due consideration of materiality and risk. This culture is driven from senior management level. The Board of Directors and the Executive Board believe that a strong control environment supported by the tone at the top is crucial to good risk management and effective internal control.
The entire corporate structure is designed as a simple structure based on the Group's commercial activities with a clear division of management responsibilities. The Group Executive Board is represented in the Boards of directors of all material subsidiaries, which apply standard provisions regulating the power to bind the company. This supports a strong control environment throughout the organisation.
The Board of Directors and Executive Board establish and approve at least once a year all general policies, procedures and control systems in essential fields, including Code of Conduct, Corporate Social Responsibility Policy and the Rules of Procedure of the Board of Directors and Executive Board. In addition, policies have been adopted and manuals created within essential fields of financial reporting: accounting and reporting manual, finance, credit and authorisation policies, efficient separation of functions and IT strategy.
The Group's central control and compliance functions are responsible for following up on existing policies and manuals. The Audit Committee is also considered to support a strong control environment.
As part of its annual responsibilities, the Audit Committee assesses the need for an internal audit function and in that connection formulates recommendations for the Board of Directors regarding the establishment of such function. The Audit Committee deems that the existing control and risk management systems are adequate and DSV has opted not to establish an internal audit function for the time being.
The Board of Directors and Executive Board regularly assess key risks and internal control systems in connection with the presentation of consolidated financial statements. This implies, inter alia, that the risk factors and financial and management control systems relating to financial reporting are assessed by the Board of Directors at least once a year. This process includes an assessment of whether the organisational structure and allocation of human resources remain optimal.
The most material and risky items are identified and assessed annually and the risks identified are matched with internal procedures and controls. The items deemed to be the most material and risky are unchanged relative to last year and are described in more detail in note 1 of the Consolidated Financial Statements. Other material risk factors of relevance to the financial reporting include authorisations, conclusion of contracts, IT organisation and IT security as well as risks relating to the separation of functions, etc.
The control activities are designed to address the risks identified by Management. The purpose of the control activities is to verify that the policies, manuals and procedures laid down are followed and that any material misstatement is prevented, discovered and remedied. In that connection it is vital that the reasons for any misstatements are identified and eliminated. Minimum requirements of control systems that apply to all Group companies have been laid down on the basis of the risks identified. The control activities include procedures for authorisation, approval, reconciliation, results and liquidity analyses and efficient separation of functions. The control systems cover both manual and automated controls.
DSV also applies various key IT control systems. These key control systems are primarily targeted at corporate IT functions to help safeguard IT operations and thereby support the quality and reliability of the Group's financial reporting.
Group Management and the managements of the national subsidiaries have high focus on financial ratios and follow-up in this respect. Monthly internal financial reports are subject to permanent internal control procedures, including central closing of reporting systems and central review and analysis of reports received from the subsidiaries. The review of reports received is based on an assessment of materiality and risk factors relating to the individual subsidiary.
Detailed procedures and control systems have been established at Group level to ensure timely notification of NASDAQ OMX Copenhagen in accordance with applicable rules.
DSV has established standardised information and reporting systems to ensure that the financial reporting gives a true and fair view and is in compliance with legislation and that other internal control procedures of the Group are observed.
Internal reporting instructions and control procedures are continuously revised and evaluated to constantly ensure that financial reports are reliable and transparent.
Management's position on risk management and changes in reporting requirements, etc., is regularly communicated through various channels, e.g., through newsletters, by holding financial conferences for financial managers of all subsidiaries and through dialogue with the individual national managements.
Management emphasises an adequate level of internal communication within the framework of the current stock exchange legislation to ensure in the best possible manner that all employees are aware of their responsibilities within the organisation and accordingly are able to effectively and reliably perform their duties.
The internal control and risk management in connection with the presentation of financial statements are monitored at various levels, including by means of monthly reports to the DSV Management on comprehensive consolidated accounting data, the Group's markets and segments, and by regular control visits to Group entities, and the Audit Committee's work. Furthermore, Management receives cash reports from the subsidiaries on a weekly basis.
The Rules of Procedure of the Audit Committee contain a description of the Committee's role and responsibilities relative to its duty to monitor the financial reporting process. The financial monitoring process is based on regular reports from the Group Finance Department, annual updates as regards the status of the key financial reporting control systems and review of critical accounting estimates and policies. Finally, external audit reports are also reviewed.
The Board of Directors oversees the Executive Board to ensure that it responds effectively in case of weaknesses or deficiencies detected by internal control systems or external audits and that any agreed initiatives to improve risk management and internal control are implemented as planned.
DSV established a global whistleblower scheme in 2012. The scheme enables the employees to anonymously report any material offences or suspicion thereof and thereby contributes to strengthening the monitoring of compliance with Group policies. Information regarding the intended use of DSV's Whistleblower Programme has been communicated to all subsidiaries. The same information is available to all employees via the corporate intranet, which is updated on an ongoing basis.
The DSV share rose by 41.5% during the year, and at year-end 2012 the total market capitalisation was DKK 27.4 billion.
With an average daily trading volume of 604,814 shares, corresponding to DKK 75 million each day, the DSV share was also among the 10 most traded shares on NASDAQ OMX Copenhagen in 2012.
At year-end 2012, the closing price of the DSV share on NASDAQ OMX Copenhagen was DKK 145.7, whereas the 2011 year-end closing price was DKK 103.0. Accordingly, the DSV share was up by DKK 42.7 in 2012, corresponding to 41.5%. During the same period, the OMXC20 Index of NASDAQ OMX Copenhagen rose by 27.2%.
At year-end 2012, the market capitalisation of DSV was DKK 27.4 billion, inclusive of the value of treasury shares.
| Share capital at 31 December 2012 | DKK 188,000,000 |
|---|---|
| Number of shares at 31 December 2012 | 188,000,000 |
| Denomination and voting rights per share | 1 |
| Share classes | 1 |
| Restrictions on transferability and voting rights |
None |
| Listed | NASDAQ OMX Copenhagen |
| Trading symbol | DSV |
| ISIN code | DK0060079531 |
The Board of Directors proposes ordinary dividends of DKK 1.25 per share for 2012. Dividends of DKK 1.00 per share were distributed for 2011.
In the financial year of 2012, DSV acquired 10,421,661 own shares at a total purchase price of DKK 1.3 billion. Added to the dividends distributed, DSV has distributed almost DKK 1.5 billion to the shareholders of the Company, which is in line with the expectations previously announced. The average price of the repurchased shares was DKK 125.0, and the total number of shares repurchased corresponds to 5.5% of the Company's share capital at the beginning of the financial year.
The purpose of the share buy-back scheme was to hedge incentive programmes and adjust the capital structure in accordance with the financial targets. The shares were bought back under the powers granted at the Annual General Meeting of DSV on 21 March 2012 using the safe harbour method.
At 31 December 2012, the Company held 9,937,421 shares as treasury shares, corresponding to 5.3% of the share capital. As at 20 February 2013, the Company's portfolio of treasury shares amounts to 9,779,421 shares.
Following the acquisition of treasury shares in 2011, the Company has reduced its share capital. The share capital of DSV A/S was reduced by a nominal value of DKK 2 million on 18 April 2012. The capital reduction was carried out in accordance with the resolution passed at the Annual General Meeting on 21 March 2012 through the cancellation of two million treasury shares.
At the next General Meeting, the Board of Directors expects to propose a further reduction of the Company's share capital of a nominal amount of DKK 8 million.
At its Board meeting on 21 March 2013, the DSV Board of Directors expects to authorise the Executive Board to allocate up to two million share options to senior staff members in accordance with the guidelines for incentive pay. The allocation will be made at the average quoted price on the five consecutive trading days preceding 31 March 2013.
The Board of Directors is authorised by the General Meeting to increase the Company's share capital. The total number of shares that may be acquired under the authority is 37.6 million. The authority is valid until 21 March 2017.
The Board of Directors has also been authorised by the General Meeting to issue convertible debt instruments and warrants and to make the related capital increase. This authority is valid until 26 March 2015 and covers shares of a total nominal value of up to DKK 25 million. Shareholders have no pre-emptive rights if the Board of Directors exercises the said authorities.
The General Meeting also authorised the Board of Directors on 21 March 2012 to buy back a maximum of 18.8 million shares in the Company. At 20 February 2013, the remaining number of shares that may be acquired under the authority may not exceed 8,862,579. The authority is valid until 21 March 2017. The purchase price of treasury shares acquired under the authority may not deviate by more than 5% from the most recently quoted market price of the shares at the date of acquisition. The Board of Directors expects to propose at the next General Meeting that
the Board be granted authority to acquire up to 18 million treasury shares.
The authorities have been incorporated into the Company's Articles of Association. The Articles of Association are amended according to the rules of the Danish Companies Act. The latest amendment of the Articles of Association was made in connection with the capital reduction on 18 April 2012.
DSV published a total of 58 company announcements in 2012 (Nos. 426-483). The most important announcements in 2012 are listed below:
| 23 January | No. 428 Conclusion of share buy-back programme in DSV A/S |
|
|---|---|---|
| 21 February | No. 434 | 2011 Annual Report |
| 21 February | No. 435 Launch of new share buy-back programme according to the safe harbour method |
|
| 21 March | No. 442 | Minutes of DSV's Annual General Meeting |
| 28 March | No. 443 European Commission's final decision fol lowing a Statement of Objections |
|
| 31 March | No. 445 | Antitrust proceedings in Italy |
| 23 April | No. 448 Conclusion of share buy-back programme and reduction of share capital in DSV A/S |
|
| 27 April | No. 449 | Interim Financial Report First Quarter 2012 |
| 27 April | No. 450 Launch of new share buy-back programme according to the safe harbour method |
|
| 30 July | No. 461 Conclusion of share buy-back programme in DSV A/S |
|
| 31 July | No. 462 | Interim Financial Report H1 2012 |
| 31 July | No. 463 Launch of new share buy-back programme according to the safe harbour method |
|
| 16 October | No. 474 Conclusion of share buy-back programme in DSV A/S |
|
| 25 October | No. 475 Interim Financial Report Third Quarter 2012 | |
| 25 October | No. 476 Launch of new share buy-back programme according to the safe harbour method |
|
| 7 November | No. 478 | Financial Calendar 2013 |
| 3 December | No. 481 Share buy-back and major shareholder announcement - DSV A/S |
|
| 21 December | No. 483 Conclusion of share buy-back programme in DSV A/S |
Other company announcements concerned share buybacks in all essentials. For a complete list of 2012 company announcements, please refer to www.dsv.com.
At 31 December 2012, registered shares in DSV A/S totalled 165.1 million, corresponding to 88% of the share capital. The largest 25 of these shareholders owned 42% of the entire share capital. Of the registered shareholders 20% are private investors and 80% institutional investors.
| Proportion of share capital |
|---|
| 30 |
| 53 |
| 5 |
| 12 |
| 100 |
DSV A/S owns 9,779,421 (5.2%) treasury shares. No other shareholders of DSV own more than 5% of the share capital.
| ABG Sundal Collier | HSBC |
|---|---|
| Alm. Brand Markets | Jyske Bank |
| Bank of America Merrill Lynch | Macquarie |
| Barclays Capital | Mainfirst |
| Berenberg Bank | Morgan Stanley |
| CA Cheuvreux | Nomura International |
| Cantor Fitzgerald | Nordea Markets |
| Carnegie Bank | Nykredit Markets |
| Credit Suisse | RBC |
| Danske Markets Equities | SEB Enskilda Equities |
| Davy Research | Sydbank |
| Deutche Bank | Thompson Davis & Co. |
| Goldman Sachs | UBS |
| Handelsbanken Capital Markets |
DSV plans and structures its financial reports to the market and dialogue with investors and analysts with a view to ensuring a high and uniform level of information and an open and active dialogue. The aim is to ensure that the development in the DSV share price reflects the underlying financial development of the Company at any time. In line with this policy, the Company's interim and annual reports are webcast, and the DSV Management participates in investor meetings and conferences in Denmark and abroad. Finally, DSV hosts a Capital Markets Day at regular intervals to give a more detailed presentation of the Group.
The investor relations pages at www.dsv.com are intended to function as a natural venue and a complete source of information for current and potential investors. Hence, annual reports, interim reports, investor presentations and other company announcements of the past five years to NASDAQ OMX Copenhagen are available at www.dsv.com.
Questions concerning investor relations may be addressed to [email protected].
The communication between DSV and analysts, investors and other stakeholders is subject to special restrictions for a period of five weeks prior to the publication of the annual report and four weeks prior to the publication of interim reports.
The financial calendar 2013 is as follows:
| Activity | Date | Start of quiet period |
|---|---|---|
| Annual General Meeting | 21 March 2013 | - |
| Q1 2013 Report | 30 April 2013 | 29 March 2013 |
| H1 2013 Report | 30 July 2013 | 28 June 2013 |
| Q3 2013 Report | 29 October 2013 | 27 September 2013 |
(CSR). Targeted efforts are made within a few, relevant core areas with the aim to achieve concrete and measurable results.
DSV is a participant of the United Nations Global Compact and submitted its progress report (Communication on Progress) to the Global Compact on 20 February 2013, excerpts of which are given below. The report describes key issue areas and the actions and progress made by DSV in implementing the CSR initiatives in 2012.
The progress report replaces the statutory report on corporate social responsibility in accordance with the exemption provision in section 99a of the Danish Financial Statements Act and is available in its entirety on DSV's website at www.dsv.com.
DSV focuses on three specific CSR issue areas:
These areas have been selected as they have the highest relevance to the core business of DSV and therefore are areas where DSV is in a favourable position to exert influence. The focus areas are also considered to be of major importance to the Group's stakeholders, employees and shareholders.
The issue areas are described in the DSV CSR strategy and each area is supported by a number of targets to drive progress in the field of CSR. The targets have been adopted by the Board of Directors, and CSR is a permanent item in the annual cycle of the Board which includes the annual task of reviewing the Group's internal Code of Conduct and its Supplier Code of Conduct. The decisions made by the Board of Directors are subsequently implemented by the Executive Board. As an embedded element of Group Management's responsibilities CSR is a high-focus area of the Group, and DSV thereby sends a clear signal to the entire organisation about the importance of CSR to all Group companies.
In 2011, Management set a number of targets based on the adopted strategy and policies. One or more activities were established for each target to ensure that efforts are made to achieve the CSR targets.
Management evaluated the targets during the year and concluded that most of them have been achieved and that DSV is on the right track to achieve the long-term objectives. To further accelerate the CSR performance of the Group, several new targets have been adopted. Various new and updated activities were also established for each target.
Effective transportation is a crucial prerequisite for an efficient and high-growth society. Historically, DSV has grown through organic growth and acquisitions and intends to continue to develop its business.
DSV provides transport and logistics services. This means that increased operations will also entail an increase in the energy consumption of our suppliers which perform the physical transportation of cargo. As transportation is based to a large extent on fossil fuels, a growing energy consumption leads to increased burning of fossil fuels and thereby increased emissions of CO2 and other substances.
This means that DSV must continue to work with the suppliers to improve fuel efficiency and that DSV must continue its efforts to optimise capacity utilisation per unit. An optimum utilisation of the space available on the individual means of transportation will benefit the environment and can be achieved, e.g., by ensuring a good and effecive planning of the cargo volumes available in the business network.
With the aim to promote a positive development DSV has set a number of internal targets for the internal processes of DSV and targets aimed at the suppliers providing transport services for the Group. As a general objective, DSV must reduce the carbon emissions of suppliers and own operations. Therefore, DSV has set a concrete target of a 15% improvement of the energy efficiency of all transport activities by 2015 compared to 2010 figures.
DSV partners with several customers to reduce the emissions from transport operations. DSV makes a specific calculation of transport emissions based on key figures from its suppliers and actual cargo volumes carried for the customers. This calculation forms the basis of an assessment of the emission reduction potential of the Group's transport operations. Improvements can be obtained through better planning of shipments or use of intermodal transportation.
Operating across many different cultures all over the world, DSV finds it essential that all employees share the same business ethical values; that all commercial agreements must be concluded by equal partners on a fair and transparent basis. In order to ensure that this is the case in business transactions involving DSV a number of guidelines are stipulated in the DSV Code of Conduct, which constitutes the very basis of the Group's CSR initiatives in relation to business ethics and anti-corruption. The guidelines have been formulated so as to serve as a source of information as well as a guide on ethical conduct for the employees in their interaction with customers, competitors and suppliers.
In 2012, DSV formulated the Supplier Code of Conduct - a common set of business ethics rules and requirements for the suppliers of the Group. The requirements made on the suppliers of the Group are not very different from the internal DSV Code of Conduct as the suppliers must adhere to the same high standards as DSV.
The guidelines describe what DSV considers appropriate business conduct from its suppliers and thereby also the conduct that is expected from the suppliers when performing services on behalf of or supplying products to DSV.
By its worldwide operations, DSV is faced with a highly complex problem related to the concept of corruption that is difficult to combat: the so-called facilitation payments. DSV supports the abolition of facilitation payments, but understands that it is a practice which is widely used in certain countries and regions and which the employees of DSV experience in their daily work.
In 2012, DSV analysed the scope of the problem among the companies that face this challenge in their day-to-day operations. It can be concluded that it requires extraordinary efforts to resist or minimise demands for facilitation payments.
The DSV Management has therefore decided to examine the possibilities of eliminating facilitation payments. Consequently a pilot project will be launched which is to work towards an elimination of facilitation payments through targeted efforts in some of the affected countries, dialogue through relevant networks and other initiatives.
Employees and working environment is an obvious focus area in relation to the CSR strategy and initiatives of DSV. Employees are the backbone of DSV, whether they plan the shipments, load and unload cargo at the terminals, find the best possible transport solution for the customers or work to develop the business in general. DSV aims to minimise the number of occupational injuries and accidents, and ideally eliminate this issue altogether, by focusing on minimising the risks and raising employees' awareness of safety. Management has therefore set various targets with the view to maintaining and nurturing a positive working environment at all DSV locations.
Management has set an ambitious target stating that the number of occupational accidents must be reduced by 25% compared to 2010 figures. Several companies have subsequently been involved in a joint initiative to share knowledge and best practice on the prevention of work-related accidents. Furthermore, companies across the Group have been engaged in various local initiatives, from risk mapping and management to registration of "near accidents" and causal analyses of accidents.
It is satisfactory to note that the initiatives have led to a major overall decline in the number of occupational accidents as well as in the rate of occupational accidents among the employees of DSV. Occupational accidents declined considerably among hourly workers in particular, down almost 10% compared to the year before and a reduction of almost 18% compared to 2010, when the target was adopted. All Divisions have worked with various initiatives and contributed to reducing the number of occupational accidents among hourly workers. Overall, the number of reported accupational accidents dropped by almost 100 accidents compared with the year before.
Traditionally, the salaried staff of DSV are less likely to suffer a work-related accident as they are mainly engaged in office work. The rate of occupational accidents dropped considerably by almost 29% compared to last year. Despite the notable reduction of almost 19% in the total number of accidents compared to 2010 as a result of the efforts to prevent accupational accidents, we have to realise that the target of a 25% reduction relative to the 2010 level has not been achieved.
Any type of occupational accident, regardless of the consequences it may have for the employee, is a major concern and cannot be accepted. DSV therefore continues its efforts to further reduce the number of work-related accidents with the aim to continuously improve performance in this area. The initiatives mentioned above is an ongoing process and further efforts will be made in a number of DSV companies where the effect of the initiatives have not yet materialised. By these measures DSV expects to achieve the target in 2013.
| Income statement 40 | |
|---|---|
| Statement of comprehensive income 40 | |
| Balance sheets, assets 41 | |
| Balance sheets, equity and liabilities 41 | |
| Cash flow statement 42 | |
| Statement of changes in equity 43 | |
| Notes 45 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Revenue | 43,710 | 44,912 | |
| Direct costs | 33,891 | 34,858 | |
| Gross profit | 9,819 | 10,054 | |
| Other external expenses | 3 | 2,092 | 2,116 |
| Staff costs | 4, 5 | 4,752 | 4,864 |
| Operating profit before amortisation, depreciation and special items (EBITDA) | 2,975 | 3,074 | |
| Amortisation and depreciation of intangibles, property, plant and equipment | 6 | 549 | 534 |
| Operating profit before special items (EBITA) | 2,426 | 2,540 | |
| Special items | 7 | - | (275) |
| Operating profit (EBIT) | 2,426 | 2,265 | |
| Share of associates' profit, net of tax | 14 | 7 | 7 |
| Financial income | 8 | 119 | 141 |
| Financial expenses | 9 | 557 | 394 |
| Profit before tax | 1,995 | 2,019 | |
| Tax on profit for the year | 10 | 546 | 589 |
| Profit for the year | 1,449 | 1,430 | |
| Profit for the year is attributable to: Shareholders of DSV A/S |
1,440 | 1,427 | |
| Non-controlling interests | 9 | 3 | |
| Earnings per share: | 11 | ||
| Earnings per share of DKK 1 | 7.34 | 7.81 | |
| Diluted earnings per share of DKK 1 | 7.29 | 7.76 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Profit for the year | 1,449 | 1,430 | |
| Foreign currency translation adjustments, foreign enterprises | (8) | (42) | |
| Fair value adjustment for the year relating to hedging instruments | (61) | (85) | |
| Fair value adjustment relating to hedging instruments transferred to financials | 62 | 61 | |
| Actuarial gains/(losses) | 19 | (171) | (115) |
| Other adjustments | (1) | - | |
| Tax on other comprehensive income | 10 | (16) | 38 |
| Other comprehensive income, net of tax | (195) | (143) | |
| Total comprehensive income | 1,254 | 1,287 | |
| Statement of comprehensive income is allocated to: | |||
| Shareholders of DSV A/S | 1,245 | 1,284 | |
| Non-controlling interests | 9 | 3 | |
| Total | 1,254 | 1,287 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Intangibles | 12 | 8,683 | 8,723 |
| Property, plant and equipment | 13 | 4,503 | 4,261 |
| Investments in associates | 14 | 26 | 17 |
| Other securities and receivables | 15 | 144 | 136 |
| Deferred tax asset | 16 | 430 | 409 |
| Total non-current assets | 13,786 | 13,546 | |
| Trade and other receivables | 17 | 8,565 | 8,658 |
| Cash and cash equivalents | 367 | 552 | |
| Assets held for sale | 16 | 38 | |
| Total current assets | 8,948 | 9,248 | |
| Total assets | 22,734 | 22,794 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Share capital | 18 | 190 | 188 |
| Reserves | 5,089 | 5,160 | |
| DSV A/S shareholders' share of equity | 5,279 | 5,348 | |
| Non-controlling interests | 30 | 37 | |
| Total equity | 5,309 | 5,385 | |
| Deferred tax | 16 | 527 | 411 |
| Pensions and similar obligations | 19 | 975 | 1,078 |
| Provisions | 20 | 391 | 418 |
| Financial liabilities | 21 | 6,091 | 6,190 |
| Total non-current liabilities | 7,984 | 8,097 | |
| Provisions | 20 | 215 | 275 |
| Financial liabilities | 21 | 861 | 923 |
| Trade and other payables | 22 | 7,938 | 7,917 |
| Corporation tax | 427 | 197 | |
| Total current liabilities | 9,441 | 9,312 | |
| Total liabilities | 17,425 | 17,409 | |
| Total equity and liabilities | 22,734 | 22,794 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Profit before tax | 1,995 | 2,019 | |
| Adjustment, non-cash operating items etc.: | |||
| Amortisation and depreciation | 555 | 534 | |
| Share-based payments | 34 | 40 | |
| Special items | - | 4 | |
| Change in provisions | (128) | 22 | |
| Share of profit of associates | (7) | (7) | |
| Financial income | 8 | (119) | (141) |
| Financial expenses | 9 | 557 | 394 |
| Cash flow from operating activities before change in net working capital and tax | 2,887 | 2,865 | |
| Change in net working capital | (184) | (196) | |
| Financial income, paid | 120 | 141 | |
| Financial expenses, paid | (535) | (377) | |
| Corporation tax, paid | (425) | (782) | |
| Cash flow from operating activities | 1,863 | 1,651 | |
| Acquisition of intangibles | (96) | (132) | |
| Acquisition of property, plant and equipment | (548) | (446) | |
| Sale of property, plant and equipment | 680 | 404 | |
| Acquisition of subsidiaries and activities | 25 | (65) | (106) |
| Divestment of subsidiaries and activities | 25 | - | 12 |
| Change in other financial assets | (5) | 19 | |
| Cash flow from investing activities | (34) | (249) | |
| Free cash flow | 1,829 | 1,402 | |
| Other non-current liabilities incurred | 2,022 | 750 | |
| Repayment of loans and credits | (880) | (547) | |
| Other financial liabilities incurred | (459) | (66) | |
| Shareholders: | |||
| Dividends distributed | (105) | (190) | |
| Purchase and sale of treasury shares | (2,505) | (1,302) | |
| Sale of treasury shares, exercise of share options | 87 | 219 | |
| Other transactions with shareholders Cash flow from financing activities |
23 (1,817) |
34 (1,102) |
|
| Cash flow for the year | 12 | 300 | |
| Cash and cash equivalents 1 January* | 363 | 367 | |
| Cash flow for the year | 12 | 300 | |
| Foreign currency translation adjustments | (8) | (115) | |
| Cash and cash equivalents 31 December | 367 | 552 | |
| The cash flow statement cannot be directly derived from the balance sheet and income statement. | |||
| Statement of adjusted free cash flow | |||
| Free cash flow | 1,829 | 1,402 | |
| Net acquisition of subsidiaries and activities | 65 | 94 | |
| Normalisation of working capital in subsidiaries and activities acquired | - | 13 |
*) Cash and cash equivalents comprised DKK 369 million (2011: DKK 234 million) relating to subsidiaries' cash and cash equivalents in countries with foreign exchange control or other restrictions which imply that the cash is not immediately available for general use for the Group.
| DSV A/S | ||||||||
|---|---|---|---|---|---|---|---|---|
| Share | Hedging | Translation | Retained | Proposed | shareholders' share of |
Non controlling |
Total | |
| (DKKm) | capital | reserve | reserve | earnings | dividends | equity | interests | equity |
| Equity at 1 January 2011 | 209 | (110) | 66 | 6,279 | 105 | 6,549 | 36 | 6,585 |
| Profit for the year | - | - | - | 1,250 | 190 | 1,440 | 9 | 1,449 |
| Foreign currency translation adjustments, foreign enterprises |
- | - | (8) | - | - | (8) | - | (8) |
| Fair value adjustments for the year relating to hedging instruments |
- | (61) | - | - | - | (61) | - | (61) |
| Fair value adjustments relating to hedging instruments transferred to financial expenses |
- | 62 | - | - | - | 62 | - | 62 |
| Actuarial gains/(losses) | - | - | - | (171) | - | (171) | - | (171) |
| Other adjustments | - | - | - | (1) | - | (1) | - | (1) |
| Tax on other comprehensive income | - | 3 | - | (19) | - | (16) | - | (16) |
| Other comprehensive income, net of tax |
- | 4 | (8) | (191) | - | (195) | - | (195) |
| Total comprehensive income for the period |
- | 4 | (8) | 1,059 | 190 | 1,245 | 9 | 1,254 |
| Transactions with owners: | ||||||||
| Share-based payments | - | - | - | 34 | - | 34 | - | 34 |
| Dividends distributed | - | - | - | - | (105) | (105) | (5) | (110) |
| Purchase and sale of treasury shares, net |
- | - | - | (2,418) | - | (2,418) | - | (2,418) |
| Capital reduction | (19) | - | - | 19 | - | - | - | - |
| Acquisition/sale of non controlling interests |
- | - | - | (16) | - | (16) | (10) | (26) |
| Dividends on treasury shares | - | - | - | 4 | - | 4 | - | 4 |
| Tax on transactions with owners | - | - | - | (14) | - | (14) | - | (14) |
| Total transactions with owners | (19) | - | - | (2,391) | (105) | (2,515) | (15) | (2,530) |
| Equity at 31 December 2011 | 190 | (106) | 58 | 4,947 | 190 | 5,279 | 30 | 5,309 |
| DSV A/S shareholders' |
Non | |||||||
|---|---|---|---|---|---|---|---|---|
| Share | Hedging | Translation | Retained | Proposed | share of | controlling | Total | |
| (DKKm) | capital | reserve | reserve | earnings | dividends | equity | interests | equity |
| Equity at 1 January 2012 | 190 | (106) | 58 | 4,947 | 190 | 5,279 | 30 | 5,309 |
| Profit for the year | - | - | - | 1,192 | 235 | 1,427 | 3 | 1,430 |
| Foreign currency translation adjustments, foreign enterprises |
- | - | (42) | - | - | (42) | - | (42) |
| Fair value adjustment for the year relating to hedging instruments |
- | (85) | - | - | - | (85) | - | (85) |
| Fair value adjustment relating to hedging instruments transferred to financial expenses |
- | 61 | - | - | - | 61 | - | 61 |
| Actuarial gains/(losses) | - | - | - | (115) | - | (115) | - | (115) |
| Tax on other comprehensive income | - | 23 | - | 15 | - | 38 | - | 38 |
| Other comprehensive income, | ||||||||
| net of tax | - | (1) | (42) | (100) | - | (143) | - | (143) |
| Total comprehensive income for the period |
- | (1) | (42) | 1,092 | 235 | 1,284 | 3 | 1,287 |
| Transactions with owners: | ||||||||
| Share-based payments | - | - | - | 40 | - | 40 | - | 40 |
| Dividends distributed | - | - | - | - | (190) | (190) | - | (190) |
| Purchase and sale of treasury shares, net |
- | - | - | (1,084) | - | (1,084) | - | (1,084) |
| Capital reduction | (2) | - | - | 2 | - | - | - | - |
| Dividends on treasury shares | - | - | - | 3 | - | 3 | - | 3 |
| Other adjustments | - | - | - | - | - | - | 4 | 4 |
| Tax on transactions with owners | - | - | - | 16 | - | 16 | - | 16 |
| Total transactions with owners | (2) | - | - | (1,023) | (190) | (1,215) | 4 | (1,211) |
| Equity at 31 December 2012 | 188 | (107) | 16 | 5,016 | 235 | 5,348 | 37 | 5,385 |
Retained earnings reserve at 31 December 2012 comprised a premium of DKK 1,354 million arising on the issue of shares (2011: DKK 1,354 million) less the negative balance between the purchase and sale of treasury shares of DKK 6,501 million (2011: a negative DKK 5,417 million).
Sale of treasury shares relates to the exercise of share options in connection with incentive schemes.
| 1 | Critical accounting estimates and judgements 46 | ||
|---|---|---|---|
| 2 | Segment information 47 | |
|---|---|---|
| 3 | Fees to auditors appointed at the Annual General Meeting 48 | |
| 4 | Staff costs 48 | |
| 5 | Incentive programmes and shares held by Management 49 | |
| 6 | Amortisation and depreciation of intangibles property, plant and equipment 51 | |
| 7 | Special items 51 | |
| 8 | Financial income 51 | |
| 9 | Financial expenses 51 | |
| 10 | Tax 52 | |
| 12 | Intangibles 54 | |
|---|---|---|
| 13 | Property, plant and equipment 56 | |
| 14 | Investments in associates 57 | |
| 15 | Other securities and receivables 57 | |
| 16 | Deferred tax 57 | |
| 17 | Trade and other receivables 59 | |
| 18 | Share capital 60 | |
| 19 | Pensions and similar obligations 60 | |
| 20 | Provisions 62 | |
| 21 | Financial liabilities 63 | |
| 22 | Trade and other payables 63 |
| 23 | Operating lease obligations 64 | |
|---|---|---|
| 24 | Contingent liabilities and security for debt 64 | |
| 25 | Acquisition and divestment of enterprises and activities 65 | |
| 26 | Financial risks 65 | |
| 27 | Derivative financial instruments 68 | |
| 28 | Related parties 69 | |
| 29 | Accounting policies 70 |
In the preparation of the Consolidated Financial Statements of DSV A/S, Management makes various accounting estimates and judgements that affect the reported amounts of assets, liabilities, income, expenses, cash flow and related information at the reporting date. The estimates are based on historical experience and other factors deemed reasonable in the circumstances. By their nature, such estimates are subject to some uncertainty and the actual results may deviate from these estimates. The estimates are continually evaluated and the effect of any changes are recognised in the relevant period.
The accounting estimates and judgements deemed by Management to be material for the preparation of the consolidated financial statements are as follows:
The annual goodwill impairment test implies an assessment as to whether the units of the Group to which the reported goodwill relates will be able to generate sufficient positive cash flow in future to support the carrying amount of the goodwill. A number of critical estimates are made in connection with the impairment test, including of the expected free cash flow a number of years ahead and in relation to determination of the discount rate. Please refer to note 12 for a detailed description of the goodwill impairment test.
At the close of accounting periods accounting estimates and judgements are made regarding forwarding in progress, including accrual of income and pertaining direct costs. These estimates are based on experience and continuous follow-up on provisions for forwarding in progress relative to subsequent invoicing. Changes in forwarding in progress are recognised in revenue and direct costs.
Management continually assesses provisions, contingent assets and liabilities and the likely outcome of pending and potential legal proceedings. The outcome of such proceedings depends on future events, which are obviously uncertain. Management includes judgements by external legal experts and existing case law in assessing the probable outcome of material legal proceedings, tax issues, etc. Please refer to notes 20 and 24 for detailed information on provisions and contingencies.
For the determination of the Group's pension obligations related to defined benefit plans, Management is required to make several estimates and assessments, e.g., of the expected development in wage/salary level, interest yield, inflation, discount rate and average life expectancy. In determining the obligation, the Group makes use of external and independent actuaries. The financial crisis has implied a greater degree of uncertainty in the determination of the discount rate. Please refer to note 19 for a detailed description and specification of pension amounts.
The Group recognises deferred tax assets, including the tax base of tax loss carryforwards, if it is estimated that there will be sufficient future taxable income against which the temporary differences and unutilised tax losses can be utilised. This assessment is based on budgets and
business plans for the following years, including planned business initiatives. Please refer to note 16 for a further description of deferred tax assets.
As an element of the Group's accounting policies, Management makes judgements that may have a material impact on the amounts recognised in the Consolidated Financial Statements. The critical judgements made for 2012 are summarised below.
The Group has concluded arm's length leases for buildings and other equipment. Based on an assessment of the individual lease, an assessment is made as to whether these leases are to be considered finance or operating leases in the financial statements.
Special items are used in connection with the presentation of the profit or loss for the year to distinguish certain items from the other items of the income statement. In connection with the use of special items it is crucial that they are significant items not directly attributable to the ordinary operating activities of the Group. Special items consist of restructuring costs relating to fundamental structural, procedural and managerial reorganisations as well as any related gains or losses on disposals. Moreover, other significant non-recurring items are classified under this item.
Management exercises careful judgement to ensure a correct distinction between ordinary Group operating activities and activities involving income and expenses to be presented under special items. Please refer to note 7 for a further specification and description of special items.
When entering into contracts for financial instruments, an assessment is made of whether the instrument qualifies for hedge accounting, including whether the instrument hedges recognised assets and liabilities, expected future cash flows or net investments in foreign entities. The effectiveness of recognised financial instruments is assessed on a monthly basis, and any ineffectiveness is recognised in the income statement.
For the preparation of the Annual Report, Management considers the optimum way of presenting the financial statements. It is important that the content is material to the user. This objective is pursued by making relevant rather than generic descriptions in the Management's Commentary and only including descriptions of risks, the mitigation thereof and value drivers, etc., that may have or had a material influence on the achievement of the Group's targets.
A judgements is made when more detailed specifications are necessary in the presentation of the Group's assets, liabilities, financial position and results or whether an aggregation of less material amounts is preferred. The notes to the financial statements are prepared with focus on ensuring that the content is relevant and the presentations clear. All judgements are made with due consideration of legislation, international accounting standards and guidelines and of the Annual Report as a whole presenting a true and fair view.
The activities of DSV are divided into three divisions: Air & Sea, Road and Solutions. Segment identification is based on the internal financial reporting of the Group.
| (DKKm) 2011 | Air & Sea Division |
Road Division |
Solutions Division |
Parent | Other activities and non allocated items and eliminations |
Total |
|---|---|---|---|---|---|---|
| Condensed income statement | ||||||
| Revenue | 18,926 | 22,641 | 5,009 | 438 | - | 47,014 |
| Intercompany revenue | (781) | (1,672) | (429) | (438) | 16 | (3,304) |
| Revenue | 18,145 | 20,969 | 4,580 | - | 16 | 43,710 |
| Amortisation and depreciation of intangibles, property, plant and equipment |
132 | 154 | 158 | 103 | 2 | 549 |
| Operating profit before special items | 1,355 | 834 | 278 | (58) | 17 | 2,426 |
| Share of associates' profit, net of tax | 7 | 7 | ||||
| Net financials | (438) | (438) | ||||
| Profit before tax (EBT) | 1,995 | |||||
| Condensed balance sheet | ||||||
| Total gross investments | 101 | 310 | 205 | 85 | - | 701 |
| Total assets | 10,374 | 9,627 | 1,611 | 1,122 | - | 22,734 |
| Total liabilities | 4,183 | 5,382 | 1,492 | 6,368 | - | 17,425 |
| Rest of | ||||||
| Geographical information | Europe | Americas | world | Total | ||
| Revenue | 37,836 | 2,565 | 3,309 | 43,710 | ||
| Total intangibles, property, plant and equipment | 10,820 | 1,640 | 726 | 13,186 |
| Other activities and non allocated |
||||||
|---|---|---|---|---|---|---|
| (DKKm) 2012 | Air & Sea Division |
Road Division |
Solutions Division |
Parent | items and eliminations |
Total |
| Condensed income statement | ||||||
| Revenue | 19,855 | 22,654 | 5,181 | 480 | 144 | 48,314 |
| Intercompany revenue | (846) | (1,692) | (304) | (480) | (80) | (3,402) |
| Revenue | 19,009 | 20,962 | 4,877 | - | 64 | 44,912 |
| Amortisation and depreciation of intangibles, property, plant and equipment |
134 | 135 | 145 | 120 | - | 534 |
| Operating profit before special items | 1,412 | 933 | 250 | (65) | 10 | 2,540 |
| Special items | (275) | (275) | ||||
| Share of associates' profit, net of tax | 7 | 7 | ||||
| Net financials | (253) | (253) | ||||
| Profit before tax (EBT) | 2,019 | |||||
| Condensed balance sheet | ||||||
| Total gross investments | 151 | 262 | 163 | 127 | - | 703 |
| Total assets | 10,645 | 9,613 | 1,546 | 990 | - | 22,794 |
| Total liabilities | 3,986 | 5,453 | 1,514 | 6,456 | - | 17,409 |
| Rest of | ||||||
| Geographical information | Europe | Americas | world | Total | ||
| Revenue | 38,366 | 2,944 | 3,602 | 44,912 | ||
| Total intangibles, property, plant and equipment | 10,636 | 1,615 | 711 | 12,962 |
Inter-segment transactions are made on an arm's length basis.
The corporate headquarters of DSV is located in Denmark. Revenue for Denmark came to DKK 6,147 million for 2012 (2011: DKK 6,318 million) and intangibles, property, plant and equipment stood at DKK 2,670 million at 31 December 2012 (2011: DKK 2,978 million).
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Statutory audit | 17 | 16 |
| Tax and VAT advisory services | 3 | 4 |
| Other services | 4 | 2 |
| Total fees to auditors appointed at the Annual General Meeting | 24 | 22 |
| Others, audit | 1 | 2 |
| Others, total fees | 1 | 2 |
| Total fees | 25 | 24 |
Auditors appointed at the Annual General Meeting, 2012: KPMG (2011: KPMG).
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Wages and salaries etc. | 5,546 | 5,702 |
| Defined contribution pension plans, see note 19 | 246 | 259 |
| Defined benefit pension plans, see note 19 | 36 | 45 |
| Other expenses for social security | 1,009 | 1,035 |
| Share-based payments | 34 | 40 |
| 6,871 | 7,081 | |
| Transferred to direct costs | (2,119) | (2,217) |
| Total staff costs | 4,752 | 4,864 |
| Average number of full-time employees | 21,445 | 21,573 |
| Number of full-time employees at year-end | 21,678 | 21,932 |
| Jens Bjørn Andersen | Jens H. Lund | Total | ||||
|---|---|---|---|---|---|---|
| (DKKm) | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 |
| Fixed salary | 6.2 | 6.4 | 4.3 | 4.6 | 10.5 | 11.0 |
| Defined contribution pension plans | 0.5 | 0.5 | 0.1 | 0.1 | 0.6 | 0.6 |
| Bonus | 2.5 | 2.5 | 1.7 | 1.7 | 4.2 | 4.2 |
| Share-based payments | 1.8 | 2.1 | 1.3 | 1.5 | 3.1 | 3.6 |
| Total remuneration of Executive Board | 11.0 | 11.5 | 7.4 | 7.9 | 18.4 | 19.4 |
The members of the Executive Board are subject to a notice period of up to 24 months. For information on the exercise of share options by the Executive Board, please refer to note 5.
| (DKK'000) | 2011 | 2012 |
|---|---|---|
| Kurt K. Larsen, Chairman | 1,050 | 1,181 |
| Erik B. Pedersen, Deputy Chairman | 525 | 525 |
| Kaj Christiansen | 350 | 350 |
| Per Skov (resigned 2012) | 481 | 131 |
| Annette Sadolin | 481 | 525 |
| Birgit W. Nørgaard | 350 | 350 |
| Thomas Plenborg (elected 2011) | 525 | 700 |
| Total remuneration of the Board of Directors of the Parent | 3,762 | 3,762 |
Remuneration of the members of the Executive Board and the Board of Directors is calculated using the principles of the Company's Remuneration Policy.
DSV has launched incentive share option programmes with a view to motivating and retaining senior staff and members of the Executive Board. The incentive schemes are also intended to make staff and shareholders identify with the same interests.
Alle exercise prices are set on the basis of the quoted market price at the date of grant.
The options can be exercised by the employees by cash purchase of shares only. The liability relating to the incentive schemes is partly hedged by the Company's treasury shares.
A total of 1,202 employees held options at 31 December 2012.
| Scheme | Number of employees |
Options granted |
Exercise price |
Market value at date of grant (DKKm) |
|---|---|---|---|---|
| 2008 | 825 | 1,660,000 | 103.25 | 33.4 |
| 2009 | 984 | 1,941,000 | 41.10 | 17.6 |
| 2010 | 1,003 | 1,983,000 | 98.50 | 41.2 |
| 2011 | 1,011 | 1,977,000 | 129.90 | 46.9 |
| 2012 | 1,035 | 1,964,500 | 128.00 | 38.0 |
| Average | ||||||
|---|---|---|---|---|---|---|
| Exercise period | Board of Directors* |
Executive Board |
Senior staff | Total | exercise price per option |
|
| Outstanding options of 2008 scheme | 01.04.11 - 27.03.13 | - | - | 165,500 | 165,500 | 103.25 |
| Outstanding options of 2009 scheme | 02.04.12 - 31.03.14 | 45,000 | 170,000 | 371,500 | 586,500 | 41.10 |
| Outstanding options of 2010 scheme | 02.04.13 - 31.03.15 | 45,000 | 170,000 | 1,571,500 | 1,786,500 | 98.50 |
| Outstanding options of 2011 scheme | 01.04.14 - 01.04.16 | - | 170,000 | 1,679,000 | 1,849,000 | 129.90 |
| Outstanding options of 2012 scheme | 01.04.15 - 31.03.17 | - | 170,000 | 1,733,000 | 1,903,000 | 128.00 |
| Outstanding at 31 December 2012 | 90,000 | 680,000 | 5,520,500 | 6,290,500 | 111.43 | |
| Exercise period open at 31 December 2012 | 45,000 | 170,000 | 537,000 | 752,000 | 54.78 |
*) A Director received options in his former capacity as CEO and in connection with certain day-to-day managerial tasks. The options were granted pursuant to the procedures laid down in the Remuneration Policy of the Group then applicable.
The weighted average remaining life at 31 December 2012 was 3.0 years. The aggregate market value was DKK 248.2 million, of which options amounting to DKK 34.4 million were held by Executive Board members and options amounting to DKK 6.8 million were held by a member of the Board of Directors.
| Scheme | Share price | Volatility | Risk-free interest rate |
Expected dividends |
Expected remaining life (years) |
|---|---|---|---|---|---|
| 2012 scheme | 128.00 | 28.0% | 0.90% | 1.75% | 3.25 |
| 2011 scheme | 129.90 | 28.0% | 2.70% | 1.00% | 3.25 |
The market value is calculated according to the Black & Scholes model. The assumptions used are based on Management's estimates. The estimated volatility is based on the historical volatility over the preceding 4 years adjusted for any unusual circumstances during the period.
| Outstanding at 31 December 2012 | 90,000 | 680,000 | 5,520,500 | 6,290,500 | 111.43 |
|---|---|---|---|---|---|
| Options waived/expired | - | - | (251,000) | (251,000) | 111.03 |
| Exercised in 2012 | (170,000) | (210,000) (2,460,000) (2,840,000) | 77.23 | ||
| Granted in 2012 | - | 170,000 | 1,794,500 | 1,964,500 | 128.00 |
| Outstanding at 31 December 2011 | 260,000 | 720,000 | 6,437,000 | 7,417,000 | 93.93 |
| Options waived/expired | - | - | (212,500) | (212,500) | 90.94 |
| Exercised in 2011 | - | - | (943,100) | (943,100) | 92.86 |
| Granted in 2011 | - | 170,000 | 1,807,000 | 1,977,000 | 129.90 |
| Outstanding at 1 Januar 2011 | 260,000 | 550,000 | 5,785,600 | 6,595,600 | 82.90 |
| Board of Directors |
Executive Board |
Senior staff | Total | Average exercise price per option |
The average consideration paid for options exercised in the financial year was DKK 127.89 per share at the date of exercise.
Oustanding options for members of the Board of Directors have been granted to Kurt K. Larsen, and outstanding options for Executive Board members were granted to Jens Bjørn Andersen (400,000 options) and Jens H. Lund (280,000 options).
| Shares at beginning of year |
Shares purchased in 2012 |
Shares sold in 2012 |
Shares at year-end |
Market value (DKKm) |
|
|---|---|---|---|---|---|
| Jens Bjørn Andersen | 44,500 | 100,000 | 100,000 | 44,500 | 6.5 |
| Jens H. Lund | 61,370 | 110,000 | 161,370 | 10,000 | 1.4 |
| Kurt K. Larsen * | 232,590 | 170,000 | 170,000 | 232,590 | 33.9 |
| Erik B. Pedersen | 300,000 | - | - | 300,000 | 43.7 |
| Kaj Christiansen | 53,000 | - | 1,000 | 52,000 | 7.6 |
| Annette Sadolin | 3,885 | - | - | 3,885 | 0.6 |
| Total | 695,345 | 380,000 | 432,370 | 642,975 | 93.7 |
*) Of which, 145,500 shares are held in a custody account in the name of a related party, reference is made to Company Announcement No. 440.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Software | 112 | 131 |
| Customer relationships | 107 | 109 |
| Buildings | 152 | 141 |
| Other plant and operating equipment | 194 | 185 |
| Net gain on sale of assets | (16) | (32) |
| Total amortisation and depreciation of intangibles, property, plant and equipment | 549 | 534 |
| Special items, net | - | (275) |
|---|---|---|
| Special items, total costs | - | 275 |
| Restructuring costs | - | 258 |
| Net loss on acquisition and divestment of enterprises and related restructuring costs | - | 17 |
| (DKKm) | 2011 | 2012 |
Special items comprises items not directly attributable to the ordinary operating activities of the Group and which consist of restructuring costs relating to fundamental structural, procedural and managerial reorganisations as well as any related gains or losses on disposals. Moreover, other nonrecurring items are classified under this item.
Special items totalled an expense of DKK 275 million. Restructuring costs include a non-recurring expense relating to the planned optimisation of business processes and adjustment of overheads. Overheads have been reduced to enable the Group to meet any challenges and maintain a high level of efficiency and profitability and thereby to meet the financial targets set for the Group.
| Total financial income 119 |
141 |
|---|---|
| Foreign currency translation adjustments, net - |
23 |
| Expected return on pension assets, see note 19 67 |
66 |
| Interest income 52 |
52 |
| (DKKm) 2011 |
2012 |
Interest income relates to interest from cash included at amortised cost.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Interest expenses | 447 | 290 |
| Calculated interest on pension obligations, see note 19 | 104 | 104 |
| Foreign currency translation adjustments, net | 6 | - |
| Total financial expenses | 557 | 394 |
Interest expenses relate to interest on loans included at amortised cost and interest on tax liabilities.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| The tax for the year is disaggregated as follows: | ||
| Tax on profit for the year | 546 | 589 |
| Tax on other changes in equity | 14 | (16) |
| Tax on other comprehensive income | 16 | (38) |
| Total tax for the year | 576 | 535 |
| Tax on profit for the year is calculated as follows: | ||
| Current tax | 551 | 648 |
| Deferred tax | (17) | (60) |
| Tax adjustment relating to previous years | 12 | 1 |
| Total tax on profit for the year | 546 | 589 |
| The tax on profit for the year breaks down as follows: | ||
| Calculated 25% tax on profit for the year before tax | 499 | 505 |
| Adjustment of calculated tax in foreign Group enterprises relative to 25% | 38 | 70 |
| Change in deferred tax as a result of change in corporation tax rate | (1) | (4) |
| Tax effect of: | ||
| Non-deductible expenses/non-taxable income | 8 | (42) |
| Non-deductible losses/non-taxable gains on shares | - | (11) |
| Tax adjustment relating to previous years | 12 | 1 |
| Tax asset valuation adjustments, net | (63) | 22 |
| Other taxes and adjustments | 53 | 48 |
| Total | 546 | 589 |
| Effective tax rate | 27.4% | 29.2% |
| 2011 Tax income/ |
2012 Tax income/ |
|||||
|---|---|---|---|---|---|---|
| (DKKm) | Before tax | expense | Net of tax | Before tax | expense | Net of tax |
| Foreign currency translation adjustments, foreign enterprises | (8) | - | (8) | (42) | - | (42) |
| Fair value adjustment of hedging instruments | 1 | 3 | 4 | (24) | 23 | (1) |
| Actuarial gains/(losses) | (171) | 41 | (130) | (115) | 15 | (100) |
| Other adjustments | (1) | (60) | (61) | - | - | - |
| Total | (179) | (16) | (195) | (181) | 38 | (143) |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| DSV A/S shareholders' share of profit for the year | 1,440 | 1,427 |
| Amortisation of customer relationships | 107 | 109 |
| Share-based payments | 34 | 40 |
| Special items, net | - | 275 |
| Tax effect thereof | (35) | (106) |
| Adjusted profit for the year | 1,546 | 1,745 |
| Total average number of shares ('000) | 204,169 | 188,596 |
| Average number of treasury shares ('000) | (7,937) | (5,966) |
| Average number of shares in circulation ('000) | 196,232 | 182,630 |
| Average dilutive effect of outstanding options under incentive schemes ('000) | 1,381 | 1,341 |
| Diluted average number of shares in circulation ('000) | 197,613 | 183,971 |
| Earnings per share of DKK 1 | 7.34 | 7.81 |
| Diluted earnings per share of DKK 1 | 7.29 | 7.76 |
| Adjusted earnings per share of DKK 1 | 7.88 | 9.55 |
| Diluted adjusted earnings per share of DKK 1 | 7.82 | 9.48 |
Diluted earnings per share and diluted adjusted earnings per share have been calculated exclusive of 2,838,500 out-of-the-money options (2011: 962,500 options), which may have a dilutive effect on earnings per share and adjusted earnings per share.
| (DKKm) | Goodwill | Software | Customer relationships |
Intangibles in progress |
Total |
|---|---|---|---|---|---|
| Cost at 1 January 2011 | 7,625 | 768 | 1,076 | 71 | 9,540 |
| Additions from acquisition of enterprises | 31 | - | - | - | 31 |
| Additions for the year | - | 10 | - | 83 | 93 |
| Disposals at cost | - | (9) | - | - | (9) |
| Reclassification | - | 129 | - | (126) | 3 |
| Foreign currency translation adjustments | 3 | (1) | 1 | 1 | 4 |
| Total cost at 31 December 2011 | 7,659 | 897 | 1,077 | 29 | 9,662 |
| Total amortisation and impairment at 1 January 2011 | 10 | 357 | 401 | - | 768 |
| Amortisation and impairment for the year | - | 112 | 107 | - | 219 |
| Amortisation of assets disposed of | - | (8) | - | - | (8) |
| Foreign currency translation adjustments | - | (1) | 1 | - | - |
| Total amortisation and impairment at 31 December 2011 | 10 | 460 | 509 | - | 979 |
| Carrying amount at 31 December 2011 | 7,649 | 437 | 568 | 29 | 8,683 |
| Cost at 1 January 2012 | 7,659 | 897 | 1,077 | 29 | 9,662 |
| Additions from acquisition of enterprises | 97 | - | 17 | - | 114 |
| Additions for the year | - | 6 | - | 126 | 132 |
| Disposals at cost | - | (5) | - | - | (5) |
| Reclassification | - | 85 | - | (85) | - |
| Foreign currency translation adjustments | 32 | 1 | 4 | - | 37 |
| Total cost at 31 December 2012 | 7,788 | 984 | 1,098 | 70 | 9,940 |
| Total amortisation and impairment at 1 January 2012 | 10 | 460 | 509 | - | 979 |
| Amortisation and impairment for the year | - | 131 | 109 | - | 240 |
| Amortisation of assets disposed of | - | (4) | - | - | (4) |
| Foreign currency translation adjustments | - | 1 | 1 | - | 2 |
| Total amortisation and impairment at 31 December 2012 | 10 | 588 | 619 | - | 1,217 |
| Carrying amount at 31 December 2012 | 7,778 | 396 | 479 | 70 | 8,723 |
All intangibles other than goodwill are deemed to have limited useful lives.
Capitalised software is mainly internally developed software.
The original cost of goodwill is DKK 7,967 million (2011: DKK 7,870 million). The original cost has been applied for calculating ROIC. Goodwill has been allocated to the divisions of the Group: Air & Sea, Road and Solutions.
| Goodwill | % | |||
|---|---|---|---|---|
| (DKKm) 2011 | Cost | Carrying amount |
Cost | Carrying amount |
| Air & Sea | 4,131 | 4,071 | 52% | 53% |
| Road | 2,652 | 2,492 | 34% | 33% |
| Solutions | 1,087 | 1,086 | 14% | 14% |
| Total | 7,870 | 7,649 | 100% | 100% |
| Goodwill | % | |||
|---|---|---|---|---|
| (DKKm) 2012 | Cost | Carrying amount |
Cost | Carrying amount |
| Air & Sea | 4,218 | 4,171 | 53% | 53% |
| Road | 2,662 | 2,520 | 33% | 33% |
| Solutions | 1,087 | 1,087 | 14% | 14% |
| Total | 7,967 | 7,778 | 100% | 100% |
As at 31 December 2012, the carrying amount of goodwill was tested for impairment.
The impairment test is made of the Group's cash-generating units based on management structure and internal management control. Such determination is generally made at division level, for Air & Sea, Road and Solutions.
The impairment test for the cash-generating units compares the recoverable amount, equivalent to the discounted value of the expected future net cash flow, with the carrying amount of the individual cash-generating unit.
The expected future net cash flow is based on budgets and business plans approved by Management for the year 2013 and projections for subsequent years up to and including 2017. Important parameters are revenue development, gross profit, EBITA margin, future capital expenditure and growth expectations in the terminal period, based on assessments of the individual division.
The calculation of the discounted net cash flow applies discount rates reflecting the risk-free interest rate with the addition of the risks related to the individual cash-generating units, including geographical location and financial risk.
| Air & Sea | Road | Solutions | ||||
|---|---|---|---|---|---|---|
| 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | |
| Expected annual revenue growth (weighted average) | 5.0% | 5.0% | 5.0% | 5.0% | 2.7% | 5.3% |
| Expected EBITA margin (weighted average) | 6.9% | 7.1% | 4.2% | 4.3% | 6.0% | 6.2% |
| Expected growth in terminal period (%) | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% |
| Discount rate before tax (%) | 10.6% | 10.1% | 10.6% | 10.1% | 10.5% | 10.0% |
Management determines the expected annual revenue growth and the expected EBITA margin based on historical experience and assumptions of expected market developments.
Expected growth in the terminal period is deemed not to exceed the long-term average growth rate of the industry.
Based on the impairment tests carried out, it was concluded that no basis for impairment existed at 31 December 2012.
Management assesses that the probable changes in the fundamental assumptions will not make the carrying amount of goodwill exceed the recoverable amount.
| Land and buildings |
Other plant and operating equipment |
Property, plant and equipment in progress |
Total | |
|---|---|---|---|---|
| Cost at 1 January 2011 | 4,654 | 1,639 | 139 | 6,432 |
| Additions from acquisition of enterprises | - | 1 | - | 1 |
| Additions for the year | 43 | 170 | 363 | 576 |
| Disposals at cost | (447) | (155) | - | (602) |
| Transferred to assets held for sale | (44) | - | (1) | (45) |
| Reclassification | 58 | 14 | (75) | (3) |
| Foreign currency translation adjustments | 5 | (11) | 1 | (5) |
| Total cost at 31 December 2011 | 4,269 | 1,658 | 427 | 6,354 |
| Total depreciation and impairment at 1 January 2011 Depreciation for the year |
641 152 |
1,009 194 |
- - |
1,650 346 |
| Depreciation of assets disposed of | (36) | (106) | - | (142) |
| Transferred to assets held for sale | 3 | - | - | 3 |
| Reclassification | (1) | (1) | - | (2) |
| Foreign currency translation adjustments | 1 | (5) | - | (4) |
| Total depreciation and impairment at 31 December 2011 | 760 | 1,091 | - | 1,851 |
| Carrying amount at 31 December 2011 | 3,509 | 567 | 427 | 4,503 |
| Of which assets under finance leases | 409 | 49 | - | 458 |
| Cost at 1 January 2012 | 4,269 | 1,658 | 427 | 6,354 |
| Additions from acquisition of enterprises | - | 4 | - | 4 |
| Additions for the year | 48 | 137 | 268 | 453 |
| Disposals at cost | (174) | (187) | (202) | (563) |
| Transferred to assets held for sale | (30) | - | - | (30) |
| Reclassification | 30 | 6 | (36) | - |
| Foreign currency translation adjustments | 50 | 21 | 17 | 88 |
| Total cost at 31 December 2012 | 4,193 | 1,639 | 474 | 6,306 |
| Total depreciation and impairment at 1 January 2012 | 760 | 1,091 | - | 1,851 |
| Depreciation for the year | 141 | 185 | - | 326 |
| Depreciation of assets disposed of | (24) | (161) | - | (185) |
| Transferred to assets held for sale | (4) | - | - | (4) |
| Impairment* | 13 | - | 20 | 33 |
| Foreign currency translation adjustments | 9 | 15 | - | 24 |
| Total depreciation and impairment at 31 December 2012 | 895 | 1,130 | 20 | 2,045 |
| Carrying amount at 31 December 2012 Of which assets under finance leases |
3,298 395 |
509 27 |
454 - |
4,261 422 |
At 31 December 2012, DSV had contractual liabilities relating to property, plant and equipment in progress of DKK 5 million (2011: DKK 170 million).
No indication of impairment of property, plant and equipment was identified in the financial year.
*) DKK 33 million recognised as special items (2011: DKK 0 million).
Summarised aggregate revenue, profit/loss, assets and liabilities of associates listed in the Group structure overview on page 80.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Revenue | 319 | 435 |
| Profit for the year Total assets |
28 191 |
25 182 |
| Total liabilities | 104 | 117 |
| DSV Group's share of profit for the year Total carrying amount at 31 December |
7 26 |
7 17 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Other securities | 11 | 8 |
| Deposits | 86 | 78 |
| Other receivables | 47 | 50 |
| Total other securities and receivables | 144 | 136 |
Investments in other securities are classified as 'available for sale'. They mainly relate to unlisted shares and other investments recognised at cost as reliable measurement of their fair value is impossible. No fair value adjustments recognised in equity have been made during the year.
Other receivables relate to loans granted and other financial receivables. The terms of the loans are up to 5 years, and they will be fully repaid in 2017.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Deferred tax at 1 January | 127 | 97 |
| Foreign currency translation adjustments, foreign subsidiaries | 2 | 1 |
| Deferred tax for the year | (17) | (60) |
| Adjustments relating to previous years | 7 | (10) |
| Tax on equity items | (21) | (29) |
| Additions from acquisition of enterprises | - | (2) |
| Other adjustments | (1) | 5 |
| Deferred tax at 31 December | 97 | 2 |
| Breakdown of deferred tax: | ||
| Deferred tax asset | (430) | (409) |
| Deferred tax liability | 527 | 411 |
| Deferred tax at 31 December | 97 | 2 |
| The deferred tax assets and liabilities | Assets | Liabilities Net liabilities |
||||||
|---|---|---|---|---|---|---|---|---|
| recognised are allocated to the following items: | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | ||
| Intangibles | 33 | 33 | 275 | 231 | 242 | 198 | ||
| Property, plant and equipment | - | - | 284 | 237 | 284 | 237 | ||
| Financial assets | 42 | 42 | 4 | - | (38) | (42) | ||
| Current assets | 31 | 21 | - | - | (31) | (21) | ||
| Provisions | 170 | 194 | - | - | (170) | (194) | ||
| Other liabilities | 4 | 3 | 81 | 71 | 77 | 68 | ||
| Tax base of tax loss carryforwards | 267 | 244 | - | - | (267) | (244) | ||
| Total | 547 | 537 | 644 | 539 | 97 | 2 | ||
| Set-off | (117) | (128) | (117) | (128) | - | - | ||
| Total | 430 | 409 | 527 | 411 | 97 | 2 | ||
| Deferred tax assets not recognised in the balance sheet | ||||||||
| Temporary differences | 12 | 12 | ||||||
| Unrecognised tax assets 1) | 828 | 1,123 |
Total deferred tax assets not recognised 840 1,135
1) Deferred tax assets, including the tax base of tax loss carryforwards, are recognised at the amount by which they are estimated to reduce future tax payments. Of the unrecognised tax assets, DKK 1,094 million may be carried forward indefinitely, but it is uncertain whether the tax asset can be utilised. The remaining DKK 29 million may be carried forward for a limited period, but it is uncertain whether the tax loss can be utilised. Most of the time-limited tax loss can be carried forward for up to 10 years.
The deferred tax asset therefore cannot be measured reliably due to uncertainty about the time aspect of its use.
There are no major deferred tax liabilities relating to investments in subsidiaries and associates.
| Total | 127 | 2 | - | (10) | (21) | (1) | 97 |
|---|---|---|---|---|---|---|---|
| Tax base of tax loss carryforwards | (326) | 3 | - | 56 | - | - | (267) |
| Other liabilities | (29) | - | - | 86 | 20 | - | 77 |
| Provisions | (144) | (1) | - | 11 | (36) | - | (170) |
| Current assets | (40) | 1 | - | 14 | (5) | (1) | (31) |
| Financial assets | 5 | (1) | - | (42) | - | - | (38) |
| Property, plant and equipment | 405 | 1 | - | (122) | - | - | 284 |
| Intangibles | 256 | (1) | - | (13) | - | - | 242 |
| (DKKm) 2011 | Balance at 1 January |
Foreign currency translation |
Disposals relating to divestment adjustments of enterprises |
Recognised in profit for the year, net |
Recognised in equity, net |
Other adjustments 31 December |
Balance at |
| (DKKm) 2012 | Balance at 1 January |
Foreign currency translation adjustments |
Additions from acquisitions |
Recognised in profit for the year, net |
Recognised in equity, net |
Other adjustments 31 December |
Balance at |
|---|---|---|---|---|---|---|---|
| Intangibles | 242 | 2 | - | (46) | - | - | 198 |
| Property, plant and equipment | 284 | 2 | - | (49) | - | - | 237 |
| Financial assets | (38) | - | - | (4) | - | - | (42) |
| Current assets | (31) | (1) | - | 6 | - | 5 | (21) |
| Provisions | (170) | (1) | (2) | (5) | (16) | - | (194) |
| Other liabilities | 77 | - | - | 4 | (13) | - | 68 |
| Tax base of tax loss carryforwards | (267) | (1) | - | 24 | - | - | (244) |
| Total | 97 | 1 | (2) | (70) | (29) | 5 | 2 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Trade receivables | 7,112 | 7,238 |
| Forwarding in progress | 604 | 629 |
| Other receivables etc. | 687 | 584 |
| Prepayments | 162 | 207 |
| Trade and other receivables at 31 December | 8,565 | 8,658 |
| Impairment losses relating to doubtful trade receivables | ||
| Impairment at 1 January | 277 | 246 |
| Impairment for the year | 68 | 55 |
| Impairment losses recognised for receivables | (71) | (78) |
| Reversal of impairments | (27) | 1 |
| Foreign currency translation adjustments | (1) | 2 |
| Impairment at 31 December | 246 | 226 |
| In a number of situations DSV receives security in the form of financial guarantees or charges for sales on credit, and the security provided is included in the assessment of the necessity to write down doubtful trade receivables for impairment. At 31 December 2012, security had been provided for DKK 4,031 million of all trade receivables. See note 26 regarding credit risks. |
||
| Overdue trade receivables not written off break down as follows: Overdue for 1-30 days |
959 | 1,131 |
| Overdue for 31-120 days | 356 | 414 |
| Overdue for more than 120 days | 60 | 60 |
The carrying amount of receivables approximates fair value in all essentials.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Share capital, beginning of year Capital reduction |
209.2 (19.2) |
190.0 (2.0) |
| Share capital, end of year | 190.0 | 188.0 |
The share capital of DSV has a nominal value of DKK 188,000,000, corresponding to 188,000,000 shares with a nominal value of DKK 1 each. No share confers any special rights upon its holder. No restrictions apply to the transferability of the shares or to voting rights. The share capital is fully paid up.
| Shares of DKK 1 | Nominal value | % of share capital | ||||
|---|---|---|---|---|---|---|
| 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | |
| Treasury shares, beginning of year | 2,643,496 | 4,355,760 | 2,643,496 | 4,355,760 | 1.3 | 2.3 |
| Purchases | 21,805,364 10,421,661 21,805,364 10,421,661 | 10.7 | 5.5 | |||
| Used for reduction of share capital | (19,150,000) (2,000,000) (19,150,000) (2,000,000) | (9.2) | (1.0) | |||
| Used for exercise of share options | (943,100) (2,840,000) | (943,100) (2,840,000) | (0.5) | (1.5) | ||
| Treasury shares, end of year | 4,355,760 | 9,937,421 | 4,355,760 | 9,937,421 | 2.3 | 5.3 |
Treasury shares are bought back to hedge the Company's incentive schemes and adapt its capital structure. The market value of treasury shares at 31 December 2012 was DKK 1,448 million (2011: DKK 449 million). The acquisition price of treasury shares repurchased in 2012 was DKK 1,302 million, and the selling price of treasury shares sold was DKK 326 million.
It is proposed to distribute dividends of DKK 1.25 per share (2011: DKK 1.00). DSV A/S paid DKK 190 million as dividends on 27 March 2012, corresponding to DKK 1 per share (2011: DKK 105 million, corresponding to DKK 0.50 per share).
Distribution of dividends to the shareholders of DSV A/S has no tax consequences for DSV A/S.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Present value of defined benefit plans | 2,228 | 2,606 |
| Fair value of pension plan assets | 1,253 | 1,528 |
| Pensions and similar obligations at 31 December | 975 | 1,078 |
| Development in present value of defined benefit obligations: | ||
| Obligations at 1 January | 2,048 | 2,228 |
| Foreign currency translation adjustments | 15 | 35 |
| Pension costs relating to current financial year | 36 | 45 |
| Calculated interest on obligations | 104 | 104 |
| Actuarial losses | 113 | 274 |
| Benefits paid | (88) | (81) |
| Additions from acquisition of enterprises | - | 1 |
| Obligations at 31 December | 2,228 | 2,606 |
| Specification of present value of defined benefit obligations at year-end | ||
| Present value of obligations hedged in full or in part | 1,458 | 1,758 |
| Present value of non-hedged obligations | 770 | 848 |
| Present value of defined benefit obligations | 2,228 | 2,606 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Development in fair value of pension plan assets: | ||
| Pension plan assets at 1 January | 1,177 | 1,253 |
| Foreign currency translation adjustments | 13 | 20 |
| Expected return on pension plan assets | 67 | 66 |
| Actuarial gains and losses | (44) | 158 |
| Payments received | 132 | 115 |
| Benefits paid | (92) | (84) |
| Pension plan assets at 31 December | 1,253 | 1,528 |
| DSV expects to pay DKK 104 million into the assets of the defined benefit plans in 2013. | ||
| Pension costs recognised in the income statement: | ||
| Pension costs relating to current financial year | 36 | 45 |
| Calculated interest on obligations | 104 | 104 |
| Expected return on pension plan assets | (67) | (66) |
| Total recognised for defined benefit plans | 73 | 83 |
| Total recognised for defined contribution plans | 246 | 259 |
| Total recognised in income statement | 319 | 342 |
| Costs are recognised under the following items of the income statement: | ||
| Staff costs | 282 | 304 |
| Financial income | (67) | (66) |
| Financial expenses | 104 | 104 |
| Total costs recognised | 319 | 342 |
| The following cumulative actuarial gains and losses have been recognised in the statement of comprehensive income since 1 January 2004: |
||
| Cumulative actuarial losses | (384) | (499) |
| Social security costs relating to actuarial losses | (11) | (11) |
| Cumulative actuarial losses including social security benefits recognised in the statement of comprehensive income |
(395) | (510) |
| Breakdown of pensions plan assets: | ||
| Shares | 27% | 23% |
| Bonds | 23% | 20% |
| Properties | 1% | 0% |
| Insurance contracts | 49% | 57% |
| Total | 100% | 100% |
| Return on pension plan assets: | ||
| Expected return on pension plan assets | 67 | 66 |
| Actuarial gains and losses on pension plan assets | (44) | 157 |
| Total actual return on pension plan assets | 23 | 223 |
The actuarial assumptions used in calculations and valuations vary from country to country owing to national economic and social conditions. In the European countries, which have the most significant pension plans, the following assumptions are used:
| 2011 | 2012 | ||||
|---|---|---|---|---|---|
| Spread | Weighted average |
Spread | Weighted average |
||
| Discount rate | 2.50% - 5.25% | 4.70% | 3.00% - 4.50% | 4.01% | |
| Expected return on pension plan assets | 4.40% - 5.25% | 5.09% | 3.50% - 4.50% | 4.29% | |
| Future rate of wage/salary increases | 2.50% - 3.75% | 2.89% | 2.00% - 3.40% | 2.82% | |
| Future rate of inflation | 1.75% - 2.50% | 2.11% | 1.75% - 2.50% | 2.08% |
The expected return on pension plan assets is determined on the basis of asset composition and general expectations of the economic development.
| Five-year overview | 2008 | 2009 | 2010 | 2011 | 2012 |
|---|---|---|---|---|---|
| Pension obligations | 1,785 | 1,931 | 2,048 | 2,228 | 2,606 |
| Pension assets | 975 | 1,047 | 1,177 | 1,253 | 1,528 |
| Inadequate cover | 810 | 884 | 871 | 975 | 1,078 |
| Experience adjustment to pension obligations | (11) | 6 | (16) | (54) | 21 |
| Experience adjustment to pension assets | 88 | (71) | (39) | 44 | (159) |
In defined contribution pension plans the employer must make a specific contribution (a fixed amount or a fixed percentage of the wage or salary). Defined contribution plans imply no risk to the Group as concerns the future development in yield, inflation, mortality and disability.
In defined benefit pension plans the employer undertakes to pay a specific benefit (an old-age pension as a fixed amount or a fixed percentage of the final wage or salary on retirement). Defined benefit plans imply a risk to the Group as concerns the future development in yield, inflation, mortality and disability. The Group has defined benefit pension plans mainly in Great Britain, the Netherlands, Belgium, Germany, Sweden and Italy.
The pension obligations of certain Group enterprises are hedged by insurance. Foreign enterprises with no or only partial insurance cover (defined benefit plans) measure the unhedged pension obligations actuarially at the present value at the reporting date. The Parent only has defined contribution pension plans.
| Restoration of Disputes leased premises |
||||||
|---|---|---|---|---|---|---|
| Restructuring | and legal | Onerous | and demo- | |||
| (DKKm) | costs | actions | contracts | lition liabilities | Other | Total |
| Provisions at 1 January 2012 | 163 | 267 | 18 | 85 | 73 | 606 |
| Additions from acquisition of enterprises | - | - | - | - | 1 | 1 |
| Applied for the year | (55) | (84) | (9) | (1) | (53) | (202) |
| Provisions for the year | 94 | 49 | 18 | 11 | 59 | 231 |
| Adjustment of provisions made in previous years | (13) | 65 | 1 | - | 2 | 55 |
| Foreign currency translation adjustments | 1 | - | - | - | 1 | 2 |
| Provisions at 31 December 2012 | 190 | 297 | 28 | 95 | 83 | 693 |
| Expected time frame of provisions: | ||||||
| Current liabilities | 96 | 101 | 13 | - | 65 | 275 |
| Non-current liabilities | 94 | 196 | 15 | 95 | 18 | 418 |
| Provisions at 31 December 2012 | 190 | 297 | 28 | 95 | 83 | 693 |
Provisions are not discounted because the resulting effect is immaterial.
Restructuring costs mainly relate to the restructuring plan previously announced and mainly consist of termination benefits and costs under terminated leases.
Provisions for disputes and legal actions are mainly probable liabilities taken over at the acquisition of enterprises.
Onerous contracts are mainly onerous contracts taken over in connection with acquisitions, consisting of property leases with rent above market levels as well as contracts concluded with customers and leases under which unavoidable costs exceed earnings.
Other provisions predominantly relate to earn-out agreements, accrued gain on sale and lease-back arrangements and complaints.
Provisions are basically expected to be settled within 1 to 2 years.
| (DKKm) 2011 |
2012 |
|---|---|
| Loans and credit facilities 6,551 |
6,773 |
| Finance leases 365 |
312 |
| Other non-current liabilities 36 |
28 |
| Total financial liabilities 6,952 |
7,113 |
| Financial liabilities as recognised in the balance sheet: | |
| Non-current liabilities 6,091 |
6,190 |
| Current liabilities 861 |
923 |
| Financial liabilities at 31 December 6,952 |
7,113 |
| Fixed/ | ||||
|---|---|---|---|---|
| floating | Carrying amount | |||
| (DKKm) | Expiry | interest rate | 2011 | 2012 |
| Bank loans DKK | 2014 | Floating | 944 | 943 |
| Bank loans EUR | 2016 | Floating | 1,836 | 4,073 |
| Bank loans USD | 2016 | Floating | 2,698 | - |
| Bank loans other | 2015 | Floating | 6 | 9 |
| Bond loan | 2020 | Fixed | - | 748 |
| Mortgage loans | 2015-2024 Floating/fixed | 76 | 65 | |
| Overdraft facilities | 2013 | Floating | 791 | 862 |
| Long-term credit facility | 2014 | Floating | 200 | 73 |
| Loans and credit facilities at 31 December | 6,551 | 6,773 |
Bank loans are subject to standard trade covenants, see note 26. The weighted average effective interest rate was 1.5% (2011: 2.1%).
Obligations relating to assets under finance leases break down as follows:
| Lease payments | Interest | Carrying amount | ||||
|---|---|---|---|---|---|---|
| (DKKm) | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 |
| 0-1 year | 72 | 65 | (15) | (14) | 57 | 51 |
| 1-5 years | 313 | 281 | (60) | (51) | 253 | 230 |
| > 5 years | 58 | 32 | (3) | (1) | 55 | 31 |
| Total | 443 | 378 | (78) | (66) | 365 | 312 |
Major finance leases relate to terminals. Such leases typically have a term of 3 years. Finance leases concluded have either an extension option or a purchase option.
| Trade and other payables at 31 December | 7,938 | 7,917 |
|---|---|---|
| Other payables | 2,305 | 2,248 |
| Forwarding in progress | 1,283 | 1,284 |
| Trade payables | 4,350 | 4,385 |
| (DKKm) | 2011 | 2012 |
Other payables mainly comprise holiday pay obligations, salary related items payable, VAT, customs, duties, accruals and other payables.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Operating lease obligations relating to land and buildings (including terminals) fall due: | ||
| 0-1 year | 883 | 928 |
| 1-5 years | 2,170 | 2,263 |
| > 5 years | 1,341 | 1,716 |
| Total | 4,394 | 4,907 |
| Operating lease obligations relating to operating equipment fall due: | ||
| 0-1 year | 337 | 381 |
| 1-5 years | 370 | 512 |
| > 5 years | 1 | 9 |
| Total | 708 | 902 |
| The following is recognised in the income statement: | ||
| Operating leases relating to property | 994 | 1,116 |
| Operating leases relating to operating equipment | 514 | 564 |
| Total | 1,508 | 1,680 |
The Group leases properties under operating leases with an average lease term of 4 years.
The Group has concluded back-to-back leases with several customers, securing future activity at several of its premises leased under operating leases. Of the lease obligations, DKK 0.5 billion relate to back-to-back leases.
The Group leases operating equipment under operating leases. The leases typically have a term of up to 5 years.
In recent years, various competition authorities have carried out inspections of several international transport companies. The inspections are based on alleged violations of competition law within the transport industry. As an international transport provider, DSV has also received notifications and inquiries from the competition authorities. In some of these cases, the authorities issued preliminary rulings, and in one case the authorities found against DSV, see Company Announcement No. 443, published on NASDAQ OMX Copenhagen on 28 March 2012, and one case was decided partly in favour of DSV, see Company Announcement No. 445, published on NASDAQ OMX Copenhagen on 31 March 2012. Management believes that these cases will have no material impact on the financial position of the Group.
As an international transport provider, DSV is regularly involved in tax and VAT cases and other legal proceedings. The effects of some of these cases are recognised based on Management's assessment of their expected outcome. Other cases are expected to have no material impact on the future financial results of the Group.
As part of its ordinary operations DSV has provided bank guarantees to authorities, suppliers, etc. The counterparties may claim the security for any unpaid amount due from DSV. At the reporting date all liabilities relating to the bank guarantees provided were recognised in the balance sheet or stated in note 23 as operating lease obligations.
Land and buildings with a carrying amount of DKK 184 million (2011: DKK 185 million) have been provided as security to mortgage banks. Mortgage debt amounted to DKK 65 million at 31 December 2012 (2011: DKK 76 million).
DSV has concluded IT service contracts. The costs related to these contracts are recognised as the services are provided.
In 2012, the Group acquired enterprises and activities in the Czech Republic, South America, the Middle East and Asia relating to the Group's three business areas. No significant activities were divested during the year.
On 27 September 2012, DSV signed an agreement to acquire activities from the Czech company AWT Cechofracht a.s. The acquisition strengthened the market position of all three DSV divisions in the Czech Republic.
On 1 October 2012, DSV signed an agreement to acquire the Swift Freight Group of Companies. By the acquisition DSV gained access to new markets on the African continent and strengthened its existing Air & Sea activities in the Middle East and Asia. Under the purchase agreement DSV acquired full ownership of the companies in UAE, China and India and a 33.3% share of ownership of the Swift Freight companies in Africa.
Moreover, on 6 November 2012, DSV signed an agreement to acquire the remaining 60% of the shares in DSV Latin America S.A. (DSV-GL) from the Company's former Joint Venture partner LOS INKAS S.A. The acquisition strengthened the presence of DSV in Latin America and the existing Air & Sea activities on the continent.
The acquisitions had no significant individual or aggregate impact on Group revenue, profit or balance sheet items. If the acquired companies had been owned by DSV from the beginning of the financial year, this would have had no material effect on consolidated revenue, profit or balance sheet items.
The assets and liabilities acquired include trade receivables and trade payables as well as a small goodwill amount related to the acquisitions. The transaction expenses related to the acquisitions are modest amounts and recognised as special items in the income statement.
No significant equity investments were purchased from non-controlling shareholders in the financial year of 2012. In the financial year of 2011, DSV acquired equity investments from non-controlling shareholders for a total amount of DKK 26 million, increasing the DSV A/S shareholders' share of equity by an enquivalent amount.
In the financial years of 2012 and 2011, DSV lost no control over any entities in connection with the sale of shares and sold no shares to non-controlling interests in which transaction it would have retained control.
No significant enterprises have been acquired after the reporting date.
No significant adjustments were made in 2011 and 2012 to goodwill relating to previous acquisitions.
The capital structure of DSV is intended to ensure financial stability for the purpose of reducing its cost of capital and maintain sufficient financial stability to reach its strategic goals.
The capital structure of DSV is assessed on a regular basis. The gearing ratio, i.e. net interest-bearing debt to EBITDA (operating profit before amortisation, depreciation and special items), was 2.1 at 31 December 2012. The adjusted target for the Group's capital structure states that, as a rule, the ratio of net interest-bearing debt to EBITDA may not exceed 2.0.
DSV ensures that it has sufficient cash on demand in the form of short-term credit facilities and long-term credit lines from the main banks of the Group. The total duration of the Group's long-term loan commitments and the amounts drawn on its credit lines at 31 December 2012 are shown in the table below.
List of commitments and amounts drawn on long-term credit facilities at 31 December 2012:
| Loan facilities | Amounts (EURm) |
Amounts (DKKm) |
Expiry of commitments |
Duration (years) |
Not drawn |
|---|---|---|---|---|---|
| Long-term loan I | 127 | 947 | 31/12/2014 | 2.0 | - |
| Long-term loan II | 600 | 4,476 | 30/09/2016 | 3.8 | 1,141 |
| Long-term loan III | 100 | 746 | 15/01/2016 | 3.0 | - |
| Bond loan | 101 | 750 | 23/11/2020 | 7.9 | - |
| Other | 3 | 22 | 31/12-14/15 | 2.2 | - |
| Long-term credit facility 1) | 55 | 407 | 31/12/2013 | 1.0 | 334 |
| Total and weighted duration | 986 | 7,348 | 3.7 | 1,475 |
1) Credit facilities expiring in 2014 with 12 months' notice at any time.
DSV obtained a corporate bond loan of DKK 750 million with a Danish pension fund in 2012. The loan is a fixed-rate bullet loan with a duration of 8 years. The loan was obtained with a view to achieving a diverse funding structure, increasing the duration of the Group's long-term loan facilities and making use of the historic low interest rates. DSV intends to continue to examine the possibilities of further diversifying the funding structure to reduce the Group's dependecy on bank loans.
The loan agreements of the Group are subject to covenants. The covenants of the Group are related to the ratio of net interest-bearing debt to EBITDA (operating profit before amortisation, depreciation and special items) and the Group's solvency ratio. Quarterly reporting on the development of these covenants is made to the Company's providers of funding. All covenants were observed in 2012.
| 2011 | ||||||
|---|---|---|---|---|---|---|
| (DKKm) | 0-1 year | 1-3 years | 3-5 years | > 5 years | Total cash flows, including interest |
|
| Loans and credit facilities | 955 | 1,476 | 4,756 | - | 7,187 | |
| Finance leases | 72 | 104 | 209 | 58 | 443 | |
| Trade payables | 4,350 | - | - | - | 4,350 | |
| Interest rate derivatives | 117 | 90 | 6 | - | 213 | |
| Total | 5,494 | 1,670 | 4,971 | 58 | 12,193 | |
| 2012 | Total cash flows, including |
|||||
| (DKKm) | 0-1 year | 1-3 years | 3-5 years | > 5 years | interest | |
| Loans and credit facilities | 1,074 | 1,244 | 4,190 | 865 | 7,373 | |
| Finance leases | 62 | 198 | 81 | 37 | 378 | |
| Trade payables | 4,385 | - | - | - | 4,385 | |
| Interest rate derivatives | 120 | 95 | 2 | - | 217 | |
| Total | 5,641 | 1,537 | 4,273 | 902 | 12,353 |
The analysis of expected maturity is based on contractual cash flows, including estimated interest payments. Amounts have not been discounted for which reason they cannot necessarily be reconciled to the related items of the balance sheet.
| 2011 Carrying (DKKm) amounts |
2012 Carrying amounts |
|---|---|
| Financial assets: | |
| Held for trading (derivative financial instruments) 8 |
16 |
| Loans and receivables 7,112 |
7,238 |
| Financial assets available for sale 11 |
8 |
| Financial liabilities: | |
| Held for trading (derivative financial instruments) 211 |
210 |
| Financial liabilities measured at amortised cost 11,592 |
11,470 |
The fair value of financial assets and liabilities does not differ significantly from the carrying amount.
The valuation of financial instruments measured at fair value is based on other observable inputs than prices quoted in active markets (level 2). Interest rate swaps and foreign exchange forward contracts are valued using generally accepted valuation techniques based on relevant observable data.
Due to the operating activities of the Group, it is exposed to exchange rate fluctuations to a certain extent. DSV seeks to eliminate foreign currency risks related to revenue in foreign currencies in both Danish and foreign subsidiaries by hedging currency exposures centrally via the Treasury Department. The risk exposure is managed on a net basis by borrowing in foreign currencies, drawing on credit facilities in foreign currencies, or using foreign exchange forward contracts and currency options. The Group's foreign subsidiaries are not affected where trading income and costs are denominated in the local currency. This applies to most of the Group's activities. Moreover, a large proportion of the income and expenses of the Group are denominated in euro. The aggregate currency risk is therefore limited.
The Group is also exposed to foreign currency risks, partly on the translation of debt denominated in a foreign currency other than the functional currency of the relevant company, and partly on the translation of net investments in enterprises with a functional currency other than Danish kroner. The former risk affects profit before tax. However, where debt is classified as hedging of net investments in foreign subsidiaries, fair value adjustments are recognised directly in equity under other comprehensive income. On recognition of net investments in foreign subsidiaries, the Group is exposed to a translation risk when the profit or loss and equity of foreign subsidiaries are converted into Danish kroner at the reporting date based on the average rate of exchange and the closing rates. It is assessed on an ongoing basis whether to hedge the Parent's net investment in subsidiaries. It is DSV Group policy to reduce net investments in Group subsidiaries on an ongoing basis by distributing the subsidiaries' profits as dividends. At 31 December 2012, no net investments in subsidiaries had been hedged.
In general, the Group does not hedge positions in euro as it expects the official Danish fixed exchange-rate policy against the euro to continue.
| 31 December | Annual average | ||||
|---|---|---|---|---|---|
| Currency | 2011 | 2012 | 2011 | 2012 | |
| Euro countries | EUR | 743.42 | 746.04 | 745.05 | 744.37 |
| Great Britain | GBP | 890.00 | 913.20 | 859.05 | 918.37 |
| Norway | NOK | 95.88 | 101.67 | 95.61 | 99.61 |
| Sweden | SEK | 83.42 | 87.14 | 82.52 | 85.61 |
| USA | USD | 574.56 | 565.91 | 536.22 | 579.79 |
| Net position Exchange rate |
Impact on profit/loss | Impact on other comprehensive income |
||||||
|---|---|---|---|---|---|---|---|---|
| (DKKm) | 2011 | 2012 | fluctuation | 2011 | 2012 | 2011 | 2012 | |
| GBP/DKK | 10 | 14 | +/- 5% | 8 | 8 | 13 | 14 | |
| NOK/DKK | 11 | 18 | +/- 5% | 4 | 4 | 12 | 14 | |
| SEK/DKK | (3) | 15 | +/- 5% | 8 | 12 | 42 | 145 | |
| USD/DKK | 28 | 121 | +/- 5% | 15 | 18 | 23 | 21 | |
| Total | +/- 5% | 35 | 42 | 90 | 194 |
The effect of foreign currency translation on revenue and EBITA has been calculated on the basis of the effect of a 5% change in average rates for 2011 and 2012. The effect on other comprehensive income has been calculated on the basis of the effect of a 5% change in year-end closing rates of exchange for 2011 and 2012. The method applied for the sensitivity analysis is unchanged compared to previous years.
The major interest rate risk relates to the long-term loans raised by the Parent to finance previous acquisitions. These loans were raised as long-term commitments with a variable rate of interest, but refinanced to a fixed-rate loan by using mainly interest rate swaps with a duration of up to 60 months. The Group also has an interest rate risk in connection with the finance and operating leases concluded. The relevant interest rates are fixed on an ongoing basis for periods of 24 to 48 months.
It is the policy of DSV that the average period of fixed interest rates on all net bank debts must be at least 8 months and not more than 40 months at any time.
At the end of 2012, duration of the hedges on the bank and mortgage loans of the Group was 33 months (2011: 25 months). An increase in interest rates by 1 percentage point will reduce profit for the year by DKK 18 million (2011: DKK 11 million) and have an impact on other comprehensive income of DKK 108 million (2011: DKK 133 million).
The method applied for the sensitivity analysis is unchanged compared to previous years.
The Group's credit risks relate mainly to trade receivables. The Group has no particular concentration of customers or suppliers and is not especially dependent on specific customers or suppliers. The credit risk of the Group is therefore deemed not material. The Group has issued an internal credit limit for each debtor. As set out in the Group Credit Policy, trade receivables are rated on an ongoing basis. Insurance policies are taken out with a credit insurance company for the majority of the Group's receivables. Based on the internal credit policies and the risk assessment procedures of the Group, the credit quality of unimpaired undue receivables is assessed to have, to a very great extent, a high quality and imply a low risk of loss.
DSV is exposed to a counterparty credit risk when entering into derivative financial instruments. In order to reduce this risk, DSV only enters into derivative financial instruments with the existing banks of the Group whose credit rating from Standard & Poor's is long-term A or higher. As a general rule, the Group only makes short-term deposits with banks rated as short-term A-2 or higher by Standard & Poor's and/or as P-2 or higher by Moody's.
| Total | (203) | (5) | (198) | ||
|---|---|---|---|---|---|
| Interest rate instruments | 8,855 2012-2015 | (211) | (45) | (166) | |
| Currency instruments | 10,183 | 2012 | 8 | 40 | (32) |
| (DKKm) | Contractual value |
Maturity | Fair value | recognised in income statement |
Of which Of which recognised in other com prehensive income |
| Total | (194) | (10) | (184) | ||
|---|---|---|---|---|---|
| Interest rate instruments | 7,893 2013-2016 | (210) | (26) | (184) | |
| Currency instruments | 6,326 | 2013 | 16 | 16 | - |
| (DKKm) | Contractual value |
Maturity | Fair value | recognised in income statement |
Of which Of which recognised in other com prehensive income |
Outstanding hedging instruments are recognised in the income statement over the remaining life. The majority of the outstanding foreign exchange forward contracts will mature in Q1 2013.
The Group mainly uses foreign exchange forward contracts to hedge foreign currency risks. The main currencies hedged are SEK, NOK, GBP and USD. The foreign exchange forward contracts are used as fair value hedges of currency exposures relating to balance sheet assets and liabilities.
Foreign exchange forward contracts used to hedge net investments and satisfying the conditions of hedge accounting are recognised directly in other comprehensive income. At 31 December 2012, no net investments in subsidiaries had been hedged.
Other fair value adjustments are recognised in the income statement under financial income or expenses.
Losses on hedging instruments of DKK 34 million (2011: a gain of DKK 13 million) were recognised in the income statement for the financial year of 2012. For the same period, hedged risks were recognised in the income statement by a gain of DKK 57 million (2011: a loss of DKK 18 million).
The Group has obtained long-term loans on a floating interest rate basis, which implies that the Group is exposed to interest rate fluctuations. The Group mainly uses interest rate swaps to hedge future cash flow relating to interest risks. Thereby floating-rate loans are refinanced as fixed-rate loans. Interest rate swaps and interest rate caps satisfying the conditions of hedge accounting are recognised directly in other comprehensive income. Interest rate swaps and interest rate caps not satisfying the conditions of hedge accounting, as well as accrued interest, are recognised directly in the income statement under financial income or expenses.
The weighted average effective interest rate for existing interest rate instruments used as hedges of long-term loans was 1.87% at the reporting date (2011: 2.43%).
Agreements on the use of derivative financial instruments are only concluded with parties whose credit rating from Standard & Poor's is A or higher.
Ineffectiveness had no significant effect on the income statement for 2012.
DSV has no related parties with control. Related parties of DSV with significant influence comprise associates as mentioned in the overview of the Group structure on page 80 and members of the associates' boards of directors, executive boards and senior staff as well as family members of those persons. Related parties also comprise companies in which the aforementioned persons have significant interests.
The Group had the following transactions with associates:
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Sale of services Purchase of services |
129 215 |
64 160 |
| The Group had the following outstanding balances with associates at 31 December: | ||
| (DKKm) | 2011 | 2012 |
| Receivables Liabilities |
31 7 |
13 3 |
Transactions with related parties were made on an arm's length basis.
Please refer to note 4 - Staff costs and note 5 - Incentive schemes and shares held by Management. The Group made or had no other transactions or outstanding balances with the Board of Directors, Executive Board or senior staff.
The Annual Report of DSV A/S comprises the consolidated financial statements of DSV A/S and its subsidiaries and separate financial statements of the Parent.
The 2012 consolidated financial statements of the DSV Group have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union and Danish disclosure requirements for listed companies.
The Annual Report of the Parent, DSV A/S, is an integral part of the consolidated Annual Report of DSV and is available on the CD-ROM enclosed and at www.dsv.com.
The Board of Directors considered and adopted the 2012 Annual Report of DSV A/S on 20 February 2013. The Annual Report will be submitted to the shareholders of DSV A/S for adoption at the Annual General Meeting on 21 March 2013.
Amounts in the Annual Report are stated in Danish kroner and rounded to the nearest million.
The Annual Report has been prepared under the historical cost convention, with the exception that derivative financial instruments are measured at fair value.
Non-current assets held for sale are measured at the lower of carrying amount before the change in classification and fair value less costs to sell.
The accounting policies described below have been applied consistently for the financial year and for the comparative figures.
DSV A/S has implemented the standards and interpretations that are effective for the financial year of 2012. None of these standards and interpretations had any impact on the recognition and measurement for 2012 and are not expected to impact on DSV A/S.
A number of new standards and interpretations have been issued which had not become mandatory at the preparation of the 2012 Annual Report. The Group expects that the amendments of IAS 19 'Employee Benefits' may imply more detailed notes on pension obligations. The other new standards and interpretations are not expected to have any significant impact on the consolidated financial statements of DSV A/S.
The consolidated financial statements include the Parent, DSV A/S, and the subsidiaries over which DSV A/S exercises control of the financial and operating policies. Control is obtained by possessing or holding, whether directly or indirectly, more than 50% of voting rights or by otherwise controlling the relevant enterprise.
Enterprises not controlled by the Group, but over which the Group has significant influence, are considered associates. Significant influence is usually obtained by possessing or holding, whether directly or indirectly, more than 20% of voting rights, but less than 50%. When assessing whether DSV A/S controls or has significant influence over an enterprise, potential voting rights must be taken into account.
The consolidated financial statements have been prepared by consolidating the financial statements of the Parent and the individual subsidiaries, computed in accordance with the accounting policies of the Group, and by eliminating intra-Group income, costs, shareholdings, accounts and dividends as well as realised and unrealised gains from intra-Group transactions. Unrealised gains from transactions with associates are eliminated proportionately to the ownership interest. Unrealised losses are eliminated in the same way as unrealised gains to the extent that no impairment losses are recorded.
Investments in subsidiaries are eliminated by the fair value of the subsidiaries' proportionate share of identifiable net assets and recognised contingent liabilities at the date of acquisition.
Accounting items of subsidiaries are fully recognised in the consolidated financial statements. The share attributable to non-controlling interests of the profit or loss for the year and of equity of subsidiaries that are not wholly-owned is included in the consolidated profit or loss and equity, respectively, but is stated separately.
Newly acquired or established enterprises are recognised in the consolidated financial statements from the date of acquisition. Enterprises divested or otherwise ceasing to be subsidiaries or associates are recognised in the consolidated income statement until the date of disposal.
On acquisition of enterprises over which the Parent obtains control, the purchase method is applied. Identifiable assets, liabilities and contingent liabilities of the acquirees are measured at fair value on acquisition. Identifiable intangibles are recognised if they are separable or arise from a contractual right. Deferred tax is recognised for the revaluation.
The date of acquisition is the date on which DSV A/S or a DSV subsidiary actually obtains control of the acquiree.
The date of disposal is the date on which DSV A/S or a DSV subsidiary actually surrenders control of the enterprise divested or otherwise ceasing to be a subsidiary or an associate.
The consideration for acquirees consists of the fair value of the agreed consideration in the form of assets and liabilities transferred and equity instruments issued. If part of the consideration is subject to future events or the performance of contractual obligations, such part of the consideration is recognised at fair value on the date of acquisition. Costs attributable to business combinations are recognised directly in the income statement when incurred.
Comparative figures are not adjusted for enterprises recently acquired, divested or otherwise ceasing to be subsidiaries or associates.
Positive differences (goodwill) between, on the one side, the consideration, the value of non-controlling interests in the enterprise acquired and the fair value of any participating interests previously acquired and, on the other side, the fair value of identifiable assets, liabilities and contingent liabilities acquired are recognised as goodwill under intangibles. Goodwill is not amortised, but tested for impairment annually. The first impairment test is carried out before the end of the year of acquisition. On acquisition, goodwill is attributed to the cashgenerating units on which the impairment test is subsequently based. Goodwill and fair value adjustments in connection with the acquisition of a foreign entity whose functional currency differs from the presentation currency of the DSV Group are treated as assets and liabilities belonging to the foreign entity and are translated into the functional currency of the foreign entity using the exchange rate ruling at the date of acquisition. If, on the date of acquisition, there is uncertainty connected with measurement of the identifiable assets, liabilities and contingent liabilities acquired, the first recognition is made on the basis of a preliminary calculation of fair value. If the allocation of acquisition price is considered preliminary and it subsequently turns out that the identifiable assets, liabilities and contingent liabilities had another fair value on acquisition than first assumed, goodwill may be adjusted for up to 12 months following the date of acquisition. The effect of the adjustments is recognised in equity at the beginning of the financial year, and comparative figures are restated. After that, goodwill is not adjusted. Any change in estimated contingent consideration is recognised in the income statement.
Gains or losses on divestment of subsidiaries and associates or cessation of their status as such are stated as the difference between the selling price or price for the cessation and the carrying amount of net assets, including goodwill, at the date of disposal as well as selling costs or costs related to the cessation.
A functional currency is determined for each reporting enterprise of the Group. The functional currency is the currency used in the primary financial environment in which the individual reporting enterprise operates. Transactions denominated in currencies other than the functional currency are considered foreign currency transactions.
On initial recognition, foreign currency transactions are translated into the functional currency at the exchange rates ruling at the transaction date. Exchange differences between the exchange rate at the individual transaction date and the date of payment are recognised in the income statement under financials.
Receivables, payables and other monetary items denominated in a foreign currency are translated at the exchange rates ruling at the reporting date. The difference between the exchange rates at the reporting date and the date on which the individual receivable or payable was recorded or the exchange rate used in the latest annual report is recognised in the income statement under financials.
On recognition in the consolidated financial statements of foreign enterprises whose functional currency differs from the presentation currency of DSV, income statements are translated at the exchange rates ruling at the transaction dates, and balance sheet items are translated at the exchange rates ruling at the reporting date. An average exchange rate for the period is used as the transaction-date exchange rate if this exchange rate does not significantly deviate from the exchange rate ruling at the transaction dates in question. Exchange differences arising on translation of the equity of foreign enterprises at the beginning of the year at the exchange rates ruling at the reporting date and on translation of the income statements from the exchange rates ruling at the transaction dates to the exchange rates ruling at the reporting date are recognised directly in other comprehensive income as a separate foreign currency translation reserve. Foreign exchange gains/losses are allocated between the equity of the Parent and the non-controlling interests.
Foreign currency adjustments of intra-Group balances with foreign enterprises considered as part of the total net investment in the enterprise, which has a functional currency other than Danish kroner, are recognised directly in other comprehensive income in the consolidated financial statements as a separate foreign currency translation reserve. Similarly, foreign exchange gains and losses on loans and derivative financial instruments which are designated as hedges of net investments in foreign enterprises and which effectively hedge against corresponding exchange gains and losses on the net investment in the enterprise are also recognised directly in other comprehensive income as a separate foreign currency translation reserve.
On recognition in the consolidated financial statements of associates whose functional currency differs from the presentation currency of DSV, the individual associate's share of the profit or loss for the year is translated using the average exchange rate, and its share of equity, including goodwill, is translated using the exchange rate ruling at the reporting date. Exchange differences arising on translation of DSV's share of foreign associates' equity at the beginning of the year at the exchange rates ruling at the reporting date and on translation of the individual associate's share of the profit for the year from the average exchange rate to the exchange rate ruling at the reporting date are recognised directly in other comprehensive income as a separate foreign currency translation reserve.
Derivative financial instruments are recognised as from the trade date and measured at fair value. Positive and negative fair values of derivative financial instruments are included in other current receivables or other current payables. Positive and negative fair values are only offset if the Group has a right and an intention to settle several financial instruments net (by means of settlement of differences). The fair value of derivative financial instruments is calculated on the basis of market data and recognised valuation models.
Changes in the fair value of derivative financial instruments which are classified as and meet the criteria for recognition as a fair value hedge of a recognised asset or liability are recognised in the income statement together with changes in the value of the part of the asset or liability that has been hedged.
Changes in the part of the fair value of derivative financial instruments which are classified as and meet the criteria for recognition as a future cash flow hedge and which effectively hedge against changes in the value of the hedged item are recognised in other comprehensive income as a separate hedging reserve. When a hedged transaction is carried out, any gain or loss on such hedging transaction is transferred from equity and recognised in the same item as the hedged item. In connection with hedging of proceeds from future loans, gains or losses on such hedging transactions are, however, transferred from equity over the term of the loan.
Changes in the fair value of derivative financial instruments not meeting the criteria for treatment as hedging instruments are recognised on an ongoing basis in the income statement under financials.
Revenue comprises the freight forwarded and the services provided in the financial year as well as changes in the value of forwarding in progress. All kinds of discounts, including cash discounts, are recognised in revenue. Revenue is measured exclusive of VAT and other tax collected on behalf of third parties.
Direct costs comprise costs paid to generate the revenue for the year. Direct costs include settlement of accounts with haulage contractors, shipping companies and airlines, etc., other direct costs, including staff costs for own staff used for fulfilling orders, as well as other operating costs.
Other external expenses include expenses relating to marketing, IT, rent, training and education, office premises, travelling and communications as well as other selling costs and administrative expenses.
Staff costs include wages and salaries, pensions, social security costs and other staff costs, but are exclusive of staff costs recorded as direct costs.
Special items include material income and expenses not directly attributable to the operating activities of the Group, consisting of restructuring costs relating to fundamental structural, procedural and managerial reorganisations as well as any related gains or losses on disposals. Moreover, other significant non-recurring items are classified under this item.
The items are stated separately to give a fairer view of the primary activities of the Group.
The proportionate share of the results after tax of associates is recognised in the consolidated income statement after elimination of the proportionate share of intra-Group profits/losses.
Financials include interest, exchange gains and losses and impairment of securities, payables and foreign currency transactions as well as amortisation of financial assets and liabilities, including obligations under finance leases. Furthermore, realised and unrealised gains and losses on derivative financial instruments that cannot be classified as hedging contracts are included.
Tax for the year comprises current tax and changes in deferred tax. The share attributable to the profit or loss for the year is recognised in the income statement, and the share attributable to entries directly under other comprehensive income is recognised directly in other comprehensive income.
If the Group is able to claim tax allowances when reporting its taxable income in Denmark or abroad due to share-based compensation plans, the tax effect of these plans is recognised under tax on profit for the year. If the total tax allowance exceeds total accounting costs, the tax effect of the excess tax allowance is, however, recognised directly in equity.
On initial recognition, goodwill is recognised in the balance sheet at cost as described under 'Business combinations'. Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised.
The carrying amount of goodwill is allocated to the Group's cashgenerating units on acquisition. Determination of cash-generating units is based on the management structure and system of internal financial reporting. Such determination is generally made at division level, i.e. for Air & Sea, Road and Solutions.
On initial recognition, customer relationships are recognised in the balance sheet at fair value as described under 'Business combinations'. Subsequently, customer relationships are measured at cost less accumulated amortisation and impairment losses. Customer relationships are amortised on a straight-line basis over the expected duration of these relations, which is estimated to be 10 years.
Computer software bought or developed for internal use is measured at the lower of cost less accumulated amortisation and impairment losses and the recoverable amount.
Cost is calculated as costs, salaries and amortisation directly or indirectly attributable to software.
After commissioning, software is amortised on a straight-line basis over its expected useful life. The amortisation period is 1-8 years.
Gains and losses from the disposal of software are calculated as the difference between the selling price less costs to sell and the carrying amount at the date of sale. Gains and losses are recognised in the income statement under amortisation and depreciation of intangibles, property, plant and equipment.
Land and buildings, other plant and operating equipment are measured at cost less accumulated depreciation and impairment losses.
The cost comprises the acquisition price and costs directly associated with the acquisition until the time when the asset is ready for use. The cost of assets produced in-house comprises direct and indirect costs for materials, components, sub-contractors, wages and salaries. The present value of estimated obligations for dismantling and disposing of the asset as well as restoration costs are added to cost if such costs are recognised as a provision. Material borrowing costs directly attributable to the production of the individual asset are also added to cost. If the individual components of an asset have different useful lives, each component will be depreciated separately.
The cost of assets under finance leases is determined as the lower of the fair value of the assets and the present value of the future minimum lease payments. When the present value is calculated, the internal rate of return of the lease, or an alternative borrowing rate, is applied as the discount rate.
Subsequent costs, such as partial replacement of property, plant and equipment, are included in the carrying amount of the asset in question when it is probable that such costs will result in future economic benefits for the Group. The carrying amount of the replaced parts is derecognised from the balance sheet and recognised in the income
statement. All other costs for general repairs and maintenance are recognised in the income statement when incurred.
Depreciation is provided on a straight-line basis over the expected useful lives of the assets. The expected useful lives are as follows:
| Terminals and administration buildings | 40-60 years |
|---|---|
| Other buildings and building elements | 10-25 years |
| Technical plant and machinery | 6-10 years |
| Other plant and operating equipment | 3-8 years |
| Land is not depreciated |
The depreciation basis takes into account the residual value of assets and is reduced by any impairment losses. The residual value is calculated on the date of acquisition and reassessed once a year. If the residual value exceeds the carrying amount of the asset, depreciation will no longer be provided.
If the depreciation period or the residual value is changed, the effect on future depreciation will be recognised as a change in accounting estimates.
Depreciation is recognised in the income statement under amortisation and depreciation of intangibles, property, plant and equipment.
Gains and losses on the disposal of property, plant and equipment are determined as the difference between the selling price less costs to sell and the carrying amount at the date of disposal. Gains and losses are recognised in the income statement under amortisation and depreciation of intangibles, property, plant and equipment.
Investments in associates are measured using the equity method.
Investments in associates are recognised in the balance sheet at the proportionate share of the associates' equity values in accordance with Group accounting policies with the deduction and addition of the proportionate share of unrealised intra-Group gains and losses and with the addition of the carrying amount of goodwill.
Associates having a negative equity value are measured at DKK 0. If the Group has a legal or constructive obligation to cover the negative balance of an associate, such an obligation will be recognised as a liability.
Receivables from associates are written down to the extent deemed irrecoverable.
The carrying amount of goodwill is tested for impairment at least once a year together with the other non-current assets of the division to which the goodwill is allocated and written down to the recoverable amount through the income statement if the carrying amount is higher. The recoverable amount is determined as the discounted value of the expected future net cash flow from the division to which the goodwill is associated. Goodwill impairment is recognised as a separate item in the income statement.
Ongoing IT projects are also tested for impairment annually.
Deferred tax assets are tested annually and are only recognised if they are likely to be utilised.
The carrying amount of other non-current assets is tested once a year to determine whether there is an indication of impairment. If so, the recoverable amount is calculated. The recoverable amount is the higher of the fair value of an asset less the expected costs to sell and the value in use. The value in use is calculated as the present value of expected future cash flow from the asset or the division of which the asset forms part.
Impairment losses are recognised if the carrying amount of an asset or a division exceeds the recoverable amount of the asset or division. Impairment losses are recognised in the income statement under amortisation, depreciation and impairment losses.
Impairment of goodwill is not reversed. Impairment of other assets is reversed if the assumptions and estimates on which the impairment is based have changed. Impairments are only reversed if the new carrying amount of an asset does not exceed the carrying amount that the asset would have had if it had not been written down.
Receivables are measured at amortised cost. Provision is made for expected losses on an individual basis.
Proposed dividends are recognised as a liability when adopted at the annual general meeting (date of declaration). Dividends expected to be paid for the year are shown as a separate item under equity.
Interim dividends are recognised as a liability as from the date of the resolution.
Purchase and selling prices as well as dividends on treasury shares are recognised directly in equity under retained earnings. Capital reductions through the cancellation of treasury shares will reduce the share capital by an amount corresponding to the nominal value of the equity interest.
Proceeds from the sale of treasury shares in connection with the exercise of share options are recognised directly in equity.
The foreign currency translation reserve comprises the Parent shareholders' share of gains and losses resulting from the translation of financial statements of foreign enterprises having a different functional currency than the presentation currency of the DSV Group (Danish kroner).
In the event of realisation of a net investment or part thereof, foreign exchange gains/losses will be recognised in the income statement.
The hedging reserve comprises the cumulative net change in the fair value of hedging transactions which satisfy the criteria for hedging future cash flows and where the hedged transactions have not yet been realised.
The incentive schemes of the DSV Group consist of share option schemes.
The value of the employee services received in exchange for the grant of options is measured at the fair value of the options.
The fair value of equity-settled share-based schemes is measured at the grant date and recognised in the income statement under staff costs over the period until the options are vested. The offsetting item is recognised directly in equity.
On initial recognition of such share-based schemes, an estimate is made of the number of options that the employees are expected to earn. The estimated number of options is adjusted subsequently to reflect the actual number of options earned.
The fair value of the options granted is estimated on the basis of the Black & Scholes valuation model. The estimate is based on the terms and conditions applicable to the grant of options and Management's expectations of the development in the elements on which the valuation model is based.
Obligations relating to defined contribution pension plans under which the Group pays regular pension contributions to independent pension funds are recognised in the income statement for the period in which they are earned, and contributions payable are recognised in the balance sheet under other current liabilities.
As regards defined benefit plans, an actuarial valuation of the value in use of future benefits payable under the plan is made once a year. The value in use is calculated on the basis of the assumptions of future development in wage/salary level, interest rates, inflation, mortality, etc. The value in use is only calculated for benefits to which the employees have become entitled during their employment with the Group. The actuarial calculation of the value in use less the fair value of any assets under the plan is recognised in the balance sheet under pension obligations.
Pension costs of the year are recognised in the income statement based on actuarial estimates and financial expectations at the beginning of the year.
The differences between the expected development in pension assets and pension liabilities and the realised values are referred to as actuarial gains and losses and are recognised directly in other comprehensive income.
Changes in the benefits payable for employees' past services to the enterprise result in an adjustment of the actuarial calculation of the value in use, which is classified as past service costs. Past service costs are charged to the income statement immediately if the employees have already earned the right to the adjusted benefits. Otherwise, the benefits will be recognised in the income statement over the period in which the employees earn the right to the adjusted benefits.
Current tax payable and receivable is recognised in the balance sheet as tax calculated on the taxable income for the year, adjusted for tax on the taxable income for previous years and for prepaid tax.
Deferred tax is recognised based on temporary differences between the carrying amount and the tax value of assets and liabilities. No recognition is made of deferred tax on temporary differences relating to amortisation or depreciation of goodwill, office properties and other items disallowed for tax purposes if, except at the acquisition of enterprises, such temporary differences arose on the date of acquisition without affecting the results or the taxable income. In cases where it is possible to calculate the tax value according to different taxation rules, deferred tax is measured on the basis of the planned use of the asset or the settlement of the liability.
Deferred tax assets, including the tax base of tax loss carryforwards, are recognised under other non-current assets at the expected value of their utilisation, either by elimination in tax on future earnings or by offsetting deferred tax liabilities within the same legal tax entity and jurisdiction.
Deferred tax assets and tax liabilities are offset if the enterprise has a legally enforceable right to set off current tax liabilities and tax assets or intends either to settle current tax liabilities and tax assets on a net basis or to realise the assets and liabilities simultaneously.
Deferred tax is adjusted for elimination of unrealised intra-Group gains and losses.
Deferred tax is measured on the basis of the tax rules and tax rates of the relevant countries which will be effective under current legislation at the reporting date on which the deferred tax is expected to crystallise as current tax. Changes in deferred tax as a result of different tax rates are recognised in the income statement.
Provisions are recognised when, due to an event occurring on or before the reporting date, the Group has a legal or constructive obligation, and it is probable that the Group will have to give up future economic benefits to meet the obligation.
Provisions are measured on the basis of Management's best estimate of the anticipated expenditure for settlement of the relevant obligation.
When provisions are measured, the costs necessary to settle the obligation are discounted to net present value if such discounting has a material impact on the measurement of the obligation. A pre-tax discount rate is used which reflects the general level of interest rates in society and the actual risks which are deemed to affect the provision in question. Changes in present values during the financial year are recognised under financial expenses.
Restructuring costs are recognised as provisions when a detailed, formal restructuring plan has been published on or before the reporting date and communicated to the parties affected by the plan. In connection with the acquisition of enterprises, provisions for the restructuring of such enterprises are solely included in the calculation of goodwill if the acquirees are subject to an obligation at the date of acquisition.
Provisions are made for onerous contracts if the expected benefits to the Group are outweighed by the unavoidable costs under the contract.
If the Group is under an obligation to dismantle an asset or restore the site where the asset has been used, a provision is made corresponding to the present value of the expected future costs.
Bank loans and other loans are recognised initially at fair value net of transaction expenses. In subsequent periods, financial liabilities are measured at amortised cost, corresponding to the capitalised value using the effective interest method, so that the difference between the proceeds and the nominal value is recognised in the income statement over the term of the loan.
The residual lease obligation under finance leases is also capitalised and recognised as a financial liability.
Other liabilities, including trade payables, payables to associates, accruals relating to forwarding in progress and other payables, are measured at amortised cost, which corresponds to the net realisable value in all essentials.
In the financial statements, lease obligations are divided into obligations under finance leases and operating leases.
A lease is classified as a finance lease when, in all essentials, it transfers the risks and benefits of ownership of the leased asset. Other leases are classified as operating leases.
The treatment in financial statements of assets under finance leases and the corresponding obligations is described in the sections 'Property, plant and equipment' and 'Financial liabilities'.
Lease payments under operating leases are recognised in the income statement on a straight-line basis over the term of the lease.
The cash flow statement shows the cash flows from operating, investing and financing activities for the year, the year's changes in cash and cash equivalents as well as cash and cash equivalents at the beginning and end of the year.
The cash flow effect of the acquisition and divestment of enterprises is shown as a separate item under cash flow from investing activities. The cash flow from acquired enterprises is recognised in the cash flow statement from the date of acquisition, and the cash flow from divested enterprises is recognised until the date of divestment.
The cash flow from operating activities is recognised as a pre-tax amount, adjusted for non-cash operating items, working capital changes as well as interest and corporation tax paid.
The cash flow from investing activities comprises payments relating to the acquisition and divestment of enterprises and activities, the purchase and sale of intangibles, property, plant and equipment and other non-current assets as well as the purchase and sale of securities not classified as cash and cash equivalents.
The free cash flow is what remains after operating and investing activities.
The cash flow from financing activities comprises changes in the amount or composition of the Group's share capital and related costs, including the purchase and sale of treasury shares as well as the raising of loans, repayments on interest-bearing debt and the payment of dividends to shareholders.
Cash and cash equivalents comprise cash and short-term marketable securities that may readily be converted into cash without any risk of considerable loss in value.
Information is provided on business segments and geographical markets. The segmentation is based on the risk factors affecting the Group and the internal financial management of the Group. Segment information has been prepared in accordance with the Group's accounting policies.
Income/expenses and assets/liabilities in the segments comprise the items directly attributable to the individual segment as well as the items that may be allocated to the individual segment on a reliable basis. Non-allocated items mainly comprise assets and liabilities as well as income and expenses relating to the Group's administrative functions, investing activities, corporation tax, etc.
The non-current assets in a segment comprise the non-current assets which are used directly for the operation of the segment, including intangibles and property, plant and equipment as well as investments in associates.
The current assets in a segment comprise the current assets which are used directly for the operation of the segment, including trade receivables, other receivables, prepayments and cash and bank deposits.
Segment liabilities comprise liabilities resulting from the operation of the segment, including trade payables and other payables. Segment liabilities also comprise interest-bearing liabilities.
Interest-bearing debt at year-end less interest-bearing assets at year-end.
The sum of inventories, receivables and other current operating assets less trade payables and other payables and other current operating liabilities.
The sum of the net working capital with the addition of property, plant and equipment, intangibles including goodwill and customer relationships and assets held for sale less long-term provisions, pension obligations and negative goodwill.
Gross profit multiplied by 100 and divided by revenue.
Operating profit before amortisation, depreciation, impairment of goodwill and special items multiplied by 100 and divided by revenue.
Operating profit before impairment of goodwill and special items multiplied by 100 and divided by revenue.
Operating profit multiplied by 100 and divided by revenue.
Operating profit before impairment of goodwill and special items (EBITA) multiplied by 100 and divided by gross profit.
Operating profit before impairment of goodwill and special items multiplied by 100 and divided by average invested capital including goodwill and customer relationships.
Operating profit before impairment of goodwill and special items multiplied by 100 and divided by average invested capital excluding goodwill and customer relationships.
Tax on profit for the year divided by profit before tax.
The DVS A/S shareholders' share of the profit for the year multiplied by 100 and divided by average equity exclusive of non-controlling interests.
Equity exclusive of non-controlling interests multiplied by 100 and divided by total assets.
Interest-bearing liabilities at year-end less interest-bearing assets at year-end divided by operating profit before amortisation, depreciation, impairment of goodwill and special items (EBITDA).
The DSV A/S shareholders' share of profit for the year divided by the average number of shares.
The DVS A/S shareholders' share of profit for the year divided by the average number of fully diluted shares.
The DSV A/S shareholders' share of profit for the year, adjusted for amortisation and impairment of goodwill and customer relationships, costs related to share-based payments and special items. The tax effect of the adjustments has been taken into account.
Adjusted earnings divided by the average number of fully diluted shares.
Total number of shares outstanding at year-end, exclusive of treasury shares.
Average number of shares during the year inclusive of share options, but exclusive of out-of-the-money options measured relative to the average share price for the year.
Earnings per share and diluted earnings per share are calculated pursuant to IAS 33. The other financial ratios are calculated in accordance with 'Recommendations & Financial Ratios 2010' published by the Danish Society of Financial Analysts, except for financial ratios marked with * as these ratios are not included in the Recommendations.
Standing (from left): Thomas Plenborg, Kurt K. Larsen, Jens H. Lund, Birgit W. Nørgaard, Jens Bjørn Andersen, Erik B. Pedersen. Sitting (from left): Annette Sadolin, Kaj Christiansen.
CEO Born: 22 March 1966 Member of the Executive Board since: 2008
CFO Born: 8 November 1969 Member of the Executive Board since: 2002
| Board positions | Special competencies | ||
|---|---|---|---|
| urt K . Larsen |
|||
| Chairman Born: 17 September 1945 Member of the Audit Committee Board member since: 2008 Elected until: 2013 |
(Board member) | Saxo Bank A/S Polaris III Invest Fonden Ove Wrist & Co. A/S |
• General management experience • CEO of DSV A/S 2005-2008 • Group CEO of DSV A/S 1991-2005 |
| Erik B. Pedersen | |||
| Deputy Chairman Born: 13 June 1948 Board member since: 1989 Elected until: 2013 |
• General management experience • Sector-specific production experience • Independent haulier 1976-2012 |
||
| Thomas Plenborg | |||
| member of the board Born: 23 January 1967 Chairman of the Audit Committee Board member since: 2011 Elected until: 2013 |
(Chairman) (Board member) |
Rosemunde ApS COWI Holding A/S Saxo Bank A/S, chairman of the Audit Committee |
• Professor of accounting and auditing at Copenhagen Business School • Management experience from directorships and honorary offices held • Experience with strategic and financial planning • MSc. in Economics and Business Administra tion, Ph.d., Copenhagen Business School |
| aj Christiansen | |||
| member of the board Born: 20 February 1944 Board member since: 1995 Elected until: 2013 |
• General management experience • Sector-specific production experience • Independent haulier 1978-2001 |
||
| Annette Sadolin | |||
| member of the board Born: 4 January 1947 Member of the Audit Committee Board member since: 2009 Elected until: 2013 |
(Chairman) (Deputy chairman) DSB A/S (Board member) |
Østre Gasværk Theatre Danish Standards Topdanmark A/S Skodsborg Kurhotel & Spa A/S Ratos AB (Sweden) Ny Carlsberg Glyptotek (art museum) Blue Square Reinsurance NV |
• General global management experience from General Electric (GE), the reinsurance industry and other organisations • Acquisition and divestment of international enterprises • Former executive officer of GE Frankona, Munich, Germany • Former CEO of Employers Reinsurance International • Master of Laws (LL.M.) |
| Birgit W . Nørgaard |
|||
| member of the board Born: 9 July 1958 Board member since: 2010 Elected until: 2013 |
(Chairman) (Board member) |
E. Pihl & Søn A/S NNE Pharmaplan A/S Investeringsforeningen StockRate Invest (unit trust) Stakeholder Forum for Energi.dk (Deputy Chairman) The Danish Council for IT Projects Sonion A/S (Xilco A/S, Xilco Holding A/S) Abeo A/S GEO The Energy Technology Development and Demon stration Programme (EUDP) Dansk Vækstkapital Lindab International AB (Sweden) IMI Plc. (UK) |
• General management experiences from Grontmij NV (COO), Grontmij Carl Bro A/S (Managing Director), Danisco and McKinsey • Acquisition and divestment of enterprises, strategy • Financial management experience • MSc in Economics and Business Administra tion, MBA, Insead |
The Board of Directors and the Executive Board have today discussed and approved the Annual Report of DSV A/S for the financial year 2012.
The Annual Report has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and Danish disclosure requirements for listed companies.
It is our opinion that the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the Parent Company's financial position at 31 December 2012 and of the results of
the Group's and the Parent Company's operations and cash flows for the financial year 1 January – 31 December 2012.
In our opinion, the Management's Commentary includes a fair review of the development in the Parent Company's and the Group's operations and financial conditions, the results for the year, cash flow and financial position as well as a description of the more significant risks and uncertainty factors that the Parent Company and the Group face.
We recommend that the Annual Report be approved at the Annual General Meeting.
Brøndby, 20 February 2013
Jens Bjørn Andersen Jens H. Lund CEO CFO
Kurt K. Larsen Erik B. Pedersen Kaj Christiansen Chairman Deputy Chairman
Annette Sadolin Birgit W. Nørgaard Thomas Plenborg
We have audited the consolidated financial statements and the Parent Company financial statements of DSV A/S for the financial year 1 January – 31 December 2012. The consolidated financial statements and the Parent Company financial statements comprise income statement, statement of comprehensive income, balance sheet, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies for the Group as well as for the Parent Company. The consolidated financial statements and the Parent Company financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.
Management is responsible for the preparation of consolidated financial statements and Parent Company financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies and for such internal control that Management determines is necessary to enable the preparation of consolidated financial statements and Parent Company financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on the consolidated financial statements and the Parent Company financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the Parent Company 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 and the Parent Company financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the consolidated financial statements and the Parent Company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation of consolidated financial statements and Parent Company financial statements that give a true and fair view 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 Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the Parent Company financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our audit has not resulted in any qualification.
In our opinion, the consolidated financial statements and the Parent Company financial statements give a true and fair view of the Group's and the Parent Company's financial position at 31 December 2012 and of the results of the Group's and the Parent Company's operations and cash flows for the financial year 1 January – 31 December 2012 in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies.
Pursuant to the Danish Financial Statements Act, we have read the Management's Commentary. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the Parent Company financial statements. On this basis, it is our opinion that the information provided in the Management commentary is consistent with the consolidated financial statements and the Parent Company financial statements.
Copenhagen, 20 February 2013
Statsautoriseret Revisionspartnerselskab
State Authorised State Authorised Public Accountant Public Accountant
Jesper Koefod Gerda Retbøll-Bauer
The overview of the Group structure active companies at 31 December 2012 by segment and not by legal structure.
| Ownership | |||||
|---|---|---|---|---|---|
| Country | share | Air & Sea | Road | Solutions | |
| Parent | |||||
| DSV A/S | Denmark | - | |||
| Subsidiaries | |||||
| Europe | |||||
| DSV Air&Sea NV ABX LOGISTICS Worldwide NV/SA |
Belgium Belgium |
100% 100% |
x x |
||
| ABX Worldwide Holdings NV/SA | Belgium | 100% | x | ||
| ABX LOGISTICS Air & Sea Worldwide NV/SA | Belgium | 100% | x | ||
| DSV Road N.V. | Belgium | 100% | x | ||
| Marine Cargo Insurance (MCI) Agents N.V. | Belgium | 100% | x | ||
| DSV Solutions NV | Belgium | 100% | x | ||
| DSV Solutions (Automotive) NV | Belgium | 100% | x | ||
| DSV Air & Sea OOD | Bulgaria | 100% | x | ||
| DSV Road EOOD | Bulgaria | 100% | x | ||
| DSV Air & Sea Holding A/S | Denmark | 100% | x | ||
| DSV Air & Sea A/S | Denmark | 100% | x | ||
| DSV Road Holding A/S | Denmark | 100% | x | ||
| DSV Road A/S | Denmark | 100% | x | ||
| DSV Insurance A/S | Denmark | 100% | |||
| DSV FinCo A/S | Denmark | 100% | |||
| DSV Group Services A/S | Denmark | 100% | |||
| DSV Solutions Holding A/S | Denmark | 100% | x | ||
| DSV Solutions A/S | Denmark | 100% | x | ||
| DSV Transport AS | Estonia | 100% | x | ||
| DSV Air & Sea Oy | Finland | 100% | x | ||
| Ab Wasa Logistics Ltd Oy | Finland | 100% | x | ||
| DSV Road Oy | Finland | 100% | x | ||
| Uudenmaan Pikakuljetus OY | Finland | 100% | x | ||
| DSV Solutions Oy | Finland | 100% | x | ||
| DSV Road Holding S.A. | France | 100% | x | ||
| DSV Road SAS | France | 100% | x | ||
| ING Reeif Wattrelos | France | 100% | x | ||
| DSV Air & Sea SAS | France | 100% | x | ||
| Frans Maas Holding France S.A. | France | 100% | x | ||
| DSV Solutions SAS | France | 100% | x | ||
| DSV HELLAS S.A. | Greece | 100% | x | ||
| DSV Solutions Holding B.V. | The Netherlands | 100% | x | ||
| DSV Solutions (Dordrecht) B.V. | The Netherlands | 100% | x | ||
| ABX LOGISTICS (Nederland) B.V. | The Netherlands | 100% | x | ||
| DSV Solutions Nederland B.V. | The Netherlands | 100% | x | ||
| Vastgoed Oostrum C.V. | The Netherlands | 100% | x | ||
| DSV Air & Sea B.V. | The Netherlands | 100% | x | ||
| DSV Road B.V. | The Netherlands | 100% | x | ||
| DSV Road Holding NV | The Netherlands | 100% | x | ||
| DSV Transport Ltd. | Belarus | 100% | x | ||
| DSV Air & Sea Limited | Ireland | 100% | x | ||
| DSV Road Limited | Ireland | 100% | x | ||
| DSV Solutions Ltd. | Ireland | 100% | x | ||
| Saima Avandero SpA | Italy | 99.1% | x | ||
| Logimek SRL | Italy | 100% | x | ||
| Saima Caspian LLC | Kazakhstan | 100% | x | ||
| DSV Hrvatska d.o.o. | Croatia | 100% | x | ||
| DSV Transport SIA | Latvia | 100% | x | ||
| DSV Transport UAB | Lithuania | 100% | x | ||
| XB Luxembourg Holdings 1 SA | Luxemburg | 100% | x | ||
| XB Luxembourg Holdings 2 SARL | Luxemburg | 100% | x | ||
| DSV Road S.A. | Luxemburg | 100% | x | ||
| DSV Air & Sea AS | Norway | 100% | x | ||
| DSV Road AS | Norway | 100% | x | ||
| Kongeveien 47 AS | Norway | 100% | x | ||
| Åsbieveien 15 AS | Norway | 100% | x | ||
| DSV Solutions AS | Norway | 100% | x |
| Country | Ownership share |
Air & Sea | Road | Solutions | |
|---|---|---|---|---|---|
| Subsidiaries | |||||
| Europe - continued | |||||
| DSV Air & Sea Sp. z o.o. | Poland | 100% | x | ||
| DSV Road Sp. z.o.o. | Poland | 100% | x | ||
| DSV Solutions Sp.z o.o. | Poland | 100% | x | ||
| DSV International Shared Services Sp. z o.o. | Poland | 100% | |||
| DSV SGPS, Lda.' | Portugal | 100% | x | ||
| DSV Solutions, Lda. DSV Transitarios, Lda. |
Portugal Portugal |
100% 100% |
x x |
||
| DSV Solutions S.R.L. | Romania | 100% | x | ||
| OOO DSV Transport | Russia | 100% | x | ||
| DSV Road OOO | Russia | 100% | x | ||
| DSV Solutions OOO | Russia | 100% | x | ||
| DSV Logistics SA | Switzerland | 100% | x | ||
| DSV Road d.o.o. | Serbia | 100% | x | ||
| DSV Slovakia S.R.O. | Slovakia | 100% | x | ||
| DSV Transport d.o.o. | Slovenia | 100% | x | ||
| DSV Holding Spain S.L. | Spain | 100% | x | ||
| DSV Road S.A.U | Spain | 100% | x | ||
| DSV Solutions S.A.U | Spain | 100% | x | ||
| DSV Air & Sea S.A.U | Spain | 100% | x | ||
| DSV Solutions Ltd. | Great Britain | 100% | x | ||
| DSV Air & Sea Limited | Great Britain | 100% | x | ||
| DSV Road Holding Ltd. | Great Britain | 100% | x | ||
| DSV Commercials Ltd. | Great Britain | 100% | x | ||
| DSV Road Ltd. | Great Britain | 100% | x | ||
| DSV Air & Sea AB | Sweden | 100% | x | ||
| DSV Road Holding AB | Sweden | 100% | x | ||
| DSV Group AB | Sweden | 100% | x | ||
| DSV Road AB | Sweden | 100% | x | ||
| Göinge Frakt EK | Sweden | 100% | x | ||
| NTS European Distribution AB | Sweden | 100% | x | ||
| DSV Solutions AB | Sweden | 100% | x | ||
| DSV Road Property Holding AB | Sweden | 100% | x | ||
| DSV Air & Sea s.r.o. | Czech Republic | 100% | x | ||
| DSV Road a.s. | Czech Republic | 100% | x | ||
| DSV Air & Sea A.S. | Turkey | 100% | x | ||
| DSV Road & Solutions A.S. | Turkey | 100% | x | ||
| DSV Road GmbH | Germany | 100% | x | ||
| DSV Immobilien GmbH | Germany | 100% | x | ||
| POP Gesellschaft für Prozesslogistik mbH | Germany | 100% | x | ||
| Collico Verpackungslogistik und Service GmbH | Germany | 100% | x | ||
| Administration & Accounting Service GmbH | Germany | 100% | x | ||
| Jolkos Grundstücksverwaltungsgesellschaft mbH | Germany | 94% | x | ||
| DSV Air & Sea GmbH | Germany | 100% | x | ||
| DSV Solutions Group GmbH | Germany | 100% | x | ||
| DSV Solutions GmbH | Germany | 100% | x | ||
| DSV Stuttgart GmbH & Co. KG | Germany | 100% | x | ||
| DSV Ukraine | Ukraine | 100% | x | ||
| DSV Hungaria Kft. | Hungary | 100% | x | ||
| ABX LOGISTICS (Austria) GmbH | Austria | 100% | x | ||
| DSV Österreich Spedition GmbH | Austria | 100% | x | ||
| North America | |||||
| DSV Air & Sea Inc. | Canada | 100% | x | ||
| DSV Air & Sea, S.A. de C.V. | Mexico | 100% | x | ||
| DSV Air & Sea Inc. | USA | 100% | x | ||
| DSV Air & Sea Holding Inc. | USA | 100% | x | ||
| ABX LOGISTICS (USA) Inc. | USA | 100% | x | ||
| South America | |||||
| DSV-GL Argentina S.A. | Argentina | 100% | x | ||
| DSV Air & Sea Logística Ltda. | Brazil | 100% | x |
DSV-GL Chile S.A. Chile 100% x DSV-GL Latin America S.A. Chile 100% x DSV-GL Peru S.A. Peru 100% x
| Ownership | |||||
|---|---|---|---|---|---|
| Country | Share | Air & Sea | Road | Solutions | |
| Asia | |||||
| DSV Air & Sea Ltd. | Bangladesh | 100% | x | ||
| ABX LOGISTICS (Bangladesh) Ltd. | Bangladesh | 100% | x | ||
| DSV Air & Sea (LLC) | United Arab Emirates | 100% | x | ||
| Swift Freight International LLC | United Arab Emirates | 100% | x | ||
| DSV Air & Sea Inc. | The Philippines | 100% | x | ||
| ABX LOGISTICS Holding Philippines Inc | The Philippines | 97.6% | x | ||
| DSV Air & Sea Ltd. | Hong Kong | 100% | x | ||
| ABX LOGISTICS (Hong Kong) Ltd. | Hong Kong | 100% | x | ||
| THL Container Line Ltd. | Hong Kong | 100% | x | ||
| Swift Global Logistics Limited | Hong Kong | 100% | x | ||
| DSV Air & Sea Pvt. Ltd. | India | 100% | x | ||
| Swift Shipping and Freight Logistics Private Limited | India | 100% | x | ||
| PT. DFDS Transport Indonesia | Indonesia | 100% | x | ||
| DSV Air & Sea Co., Ltd. | Japan | 79.6% | x | ||
| DSV Air & Sea Co., Ltd. | China | 100% | x | ||
| DSV Logistics Co., Ltd. | China | 100% | x | ||
| Swift Global Logistics Limited | China | 100% | x | ||
| DSV Air & Sea Ltd. | Korea | 100% | x | ||
| DSV Air & Sea Sdn Bhd | Malaysia | 100% | x | ||
| DSV Logistics Sdn. Bhd. | Malaysia | 49% | x | ||
| DSV Air & Sea Pte. Ltd. | Singapore | 100% | x | ||
| ABX LOGISTICS Singapore PTE LTD | Singapore | 100% | x | ||
| DSV Air & Sea Co. Ltd. | Taiwan | 100% | x | ||
| DSV Air & Sea Ltd. | Thailand | 100% | x | ||
| DSV Air & Sea Co., Ltd. | Vietnam | 100% | x | ||
| Other | |||||
| DSV Air & Sea Pty Ltd. | Australia | 100% | x | ||
| DSV Transport Int'l S.A | Morocco | 100% | x | ||
| Terminal Handling Company | Morocco | 100% | x | ||
| DSV Air & Sea Limited | New Zealand | 100% | x | ||
| Saima Nigeria Ltd. | Nigeria | 40% | x | ||
| Nationwide Clearing & Forwarding Ltd. | Nigeria | 36.6% | x | ||
| DSV Air and Sea (Proprietary) Limited | South Africa | 100% | x | ||
| Associates | |||||
| ABX-Penske Air & Sea Logistica Ltda | Brazil | 50% | x | ||
| Swift Freight International Burundi SA | Burundi | 33.3% | x | ||
| Swift Freight DRC San NCR KIN | DR Congo | 33.3% | x | ||
| DSV Air & Sea LLC | Egypt | 20% | x | ||
| DDT Brokerage Inc. | The Philippines | 100% | x | ||
| GT Stevedores Oy | Finland | 25.5% | x | ||
| FRANCE AIR GROUPAGE SA | France | 49.6% | x | ||
| Swift Freight Forwarders (Ghana) Limited | Ghana | 33.3% | x | ||
| Sama Al Imad General Transport LLC | Iraq | 30% | x | ||
| MGM Lines Srl | Italy | 30% | x | ||
| Swift Global Logistics Limited | Kenya | 33.3% | x | ||
| Swift Global Logistics Limited | Mozambique | 33.3% | x | ||
| Swift Freight International Nigeria Limited | Nigeria | 33.3% | x | ||
| DSV Air & Sea (PVT) Limited. | Pakistan | 20% | x | ||
| Swift Freight International Rwanda Limited | Rwanda | 33.3% | x | ||
| Swift Global Logistics Limited | Tanzania | 33.3% | x | ||
| Swift Global Logistics | Togo | 33.3% | x | ||
| KM Logistik GmbH | Germany | 35% | x | ||
| IDS Logistik GmbH | Germany | 28% | x | ||
| DSV Honold Air & Sea GmbH & Co. KG | Germany | 50% | x | ||
| DSV Honold Air & Sea Verwaltungs GmbH | Germany | 50% | x | ||
| Swift Freight International (Uganda) Limited | Uganda | 33.3% | x | ||
| Swift Freight International Tours & Travels Limited | Uganda | 33.3% | x | ||
| Swift Freight International (Zambia) Limited | Zambia | 33.3% | x | ||
According to agreement, control of DDT Brokerage Inc. has been transferred to a third party, and the company is therefore treated as an associate.
Banemarksvej 58 2605 Brøndby Denmark
Tel. +45 43 20 30 40 www.dsv.com
CVR-No. 58 23 35 28 36th financial year Annual Report for the year ended 31 December 2012 Published 20 February 2013
The Annual Report has been prepared in Danish and English. In case of discrepancies, the Danish version shall apply.
The Annual Report of DSV A/S (Parent) is an integral part of the 2012 Consolidated Annual Report of DSV
| Income statement87 | |
|---|---|
| Statement of comprehensive income87 | |
| Balance sheet 88 | |
| Cash flow statement89 | |
| Statement of changes in equity 90 |
| 1 | Significant accounting estimates and judgements91 | ||||
|---|---|---|---|---|---|
| --- | -- | -- | -- | --------------------------------------------------- | -- |
| 2 | Revenue91 | |
|---|---|---|
| 3 | Fees to auditors appointed at the Annual General Meeting91 | |
| 4 | Staff costs92 | |
| 5 | Incentive programmes93 | |
| 6 | Special items93 | |
| 7 | Financial income 94 | |
| 8 | Financial expenses94 | |
| 9 | Tax94 |
| 10 Intangibles95 | |
|---|---|
| 11 Property, plant and equipment 96 | |
| 12 Investments in Group enterprises 96 | |
| 13 Other non-current receivables96 | |
| 14 Receivables from Group enterprises and other receivables 97 | |
| 15 Share capital 97 | |
| 16 Deferred tax 98 | |
| 17 Financial liabilities 98 | |
| 18 Payables to Group enterprises and other payables98 |
| 19 Contingent liabilities, collaterals and other financial liabilities etc99 | |
|---|---|
| 20 Derivative financial instruments99 | |
| 21 Financial risks100 | |
| 22 Related parties 101 | |
| 23 Accounting policies101 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Revenue | 2 | 438 | 480 |
| Direct costs | 1 | - | |
| Gross profit | 437 | 480 | |
| Other external expenses | 3 | 170 | 193 |
| Staff costs | 4, 5 | 196 | 200 |
| Operating profit before amortisation, depreciation and special items (EBITDA) | 71 | 87 | |
| Amortisation and depreciation of intangibles, property, plant and equipment | 10, 11 | 101 | 118 |
| Operating profit before special items (EBITA) | (30) | (31) | |
| Special items | 6 | - | (24) |
| Operating profit (EBIT) | (30) | (55) | |
| Financial income | 7 | 691 | 917 |
| Financial expenses | 8 | 477 | 319 |
| Profit before tax | 184 | 543 | |
| Tax on profit for the year | 9 | 73 | 41 |
| Profit for the year | 111 | 502 | |
| Proposed distribution of profit | |||
| Proposed dividend per share of DKK 1 is DKK 1.25 (2011: DKK 1.00 per share). | 190 | 235 | |
| Retained earnings | (79) | 267 | |
| Total distribution | 111 | 502 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Profit for the year | 111 | 502 | |
| Fair value adjustment for the year relating to hedging instruments | (71) | (90) | |
| Fair value adjustment relating to hedging instruments transferred to financial expenses | 62 | 61 | |
| Tax on other comprehensive income | 9 | 2 | 22 |
| Other comprehensive income net of tax | (7) | (7) | |
| Total comprehensive income | 104 | 495 | |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Intangibles | 10 | 431 | 441 |
| Property, plant and equipment | 11 | 8 | 8 |
| Investments in Group enterprises | 12 | 2,834 | 5,292 |
| Other receivables | 13 | 1,799 | 1,114 |
| Total non-current assets | 5,072 | 6,855 | |
| Receivables from Group enterprises and other receivables | 14 | 11,063 | 10,163 |
| Corporation tax | - | 11 | |
| Cash | 1 | - | |
| Total current assets | 11,064 | 10,174 | |
| Total assets | 16,136 | 17,029 |
| (DKKm) | Note | 2011 | 2012 |
|---|---|---|---|
| Share capital | 15 | 190 | 188 |
| Reserves | 3,835 | 3,213 | |
| Total equity | 4,025 | 3,401 | |
| Deferred tax | 16 | 100 | 84 |
| Financial liabilities | 17 | 5,169 | 5,253 |
| Total non-current liabilities | 5,269 | 5,337 | |
| Financial liabilities | 17 | 598 | 793 |
| Corporation tax | 144 | - | |
| Payables to Group enterprises and other payables | 18 | 6,100 | 7,498 |
| Total current liabilities | 6,842 | 8,291 | |
| Total liabilities | 12,111 | 13,628 | |
| Total equity and liabilities | 16,136 | 17,029 |
| Profit before tax 184 543 Adjustment, non-cash operating items etc.: Amortisation, depreciation and impairment losses 10, 11 101 118 Share-based payments 36 143 Financial income 7 (691) (917) Financial expenses 8 477 319 Cash flow from operating activities before change in net working capital and tax 107 206 Change in net working capital 1,148 2,247 Financial income, paid 695 913 Financial expenses, paid (477) Corporation tax, paid (22) Cash flow from operating activities 1,451 2,857 Acquisition of intangibles 10 (80) Acquisition of property, plant and equipment 11 (4) Change in other financial assets (288) Cash flow from investing activities (372) Free cash flow 1,079 Other non-current liabilities incurred 2,022 750 Repayment of loans and credits (606) (471) Shareholders: Dividends distributed 15 (105) (190) Dividends on treasury shares 4 Purchase and sale of treasury shares (2,394) (1,058) Cash flow from financing activities (1,079) Cash flow for the year - |
(DKKm) | Note | 2011 | 2012 |
|---|---|---|---|---|
| (319) | ||||
| (190) | ||||
| (122) | ||||
| (6) | ||||
| (1,773) | ||||
| (1,901) | ||||
| 956 | ||||
| 5 | ||||
| (964) | ||||
| (8) | ||||
| Cash at 1 January | 1 | 1 | ||
| Cash flow for the year - |
(8) | |||
| Foreign currency translation adjustments - |
7 | |||
| Cash at 31 December 1 |
- |
The cash flow statement cannot be directly derived from the balance sheet and income statement.
| (DKKm) | Share capital | Hedging reserve |
Retained earnings |
Proposed dividends |
Total equity |
|---|---|---|---|---|---|
| Equity at 1 January 2011 | 209 | (8) | 6,155 | 105 | 6,461 |
| Profit for the year | - | - | (79) | 190 | 111 |
| Fair value adjustment for the year relating to hedging instruments | - | (71) | - | - | (71) |
| Fair value adjustment relating to hedging instruments transferred to financial expenses |
- | 62 | - | - | 62 |
| Tax on other comprehensive income | - | 2 | - | - | 2 |
| Total comprehensive income | - | (7) | - | - | (7) |
| Total comprehensive income for the year | - | (7) | (79) | 190 | 104 |
| Share-based payments | - | - | 5 | - | 5 |
| Dividends distributed | - | - | - | (105) | (105) |
| Purchase and sale of treasury shares, net | - | - | (2,418) | - | (2,418) |
| Capital reduction | (19) | - | 19 | - | - |
| Dividends on treasury shares | - | - | 4 | - | 4 |
| Other adjustments | - | - | (26) | - | (26) |
| Total changes in equity in 2011 | (19) | (7) | (2,495) | 85 | (2,436) |
| Equity at 31 December 2011 | 190 | (15) | 3,660 | 190 | 4,025 |
| (DKKm) | Share capital | Hedging reserve |
Retained earnings |
Proposed dividends |
Total equity |
|---|---|---|---|---|---|
| Equity at 1 January 2012 | 190 | (15) | 3,660 | 190 | 4,025 |
| Profit for the year | - | - | 267 | 235 | 502 |
| Fair value adjustment for the year relating to hedging instruments | - | (90) | - | - | (90) |
| Fair value adjustment relating to hedging instruments transferred to financial expenses |
- | 61 | - | - | 61 |
| Tax on other comprehensive income | - | 22 | - | - | 22 |
| Total comprehensive income | - | (7) | - | - | (7) |
| Total comprehensive income for the year | - | (7) | 267 | 235 | 495 |
| Share-based payments | - | - | 6 | - | 6 |
| Dividends distributed | - | - | - | (190) | (190) |
| Purchase and sale of treasury shares, net | - | - | (1,084) | - | (1,084) |
| Capital reduction | (2) | - | 2 | - | - |
| Dividends on treasury shares | - | - | 5 | - | 5 |
| Other adjustments | - | - | 144 | - | 144 |
| Total changes in equity in 2012 | (2) | (7) | (660) | 45 | (624) |
| Equity at 31 December 2012 | 188 | (22) | 3,000 | 235 | (3,401) |
The retained earnings reserve at 31 December 2012 comprised a premium of DKK 1,354 million arising on the issue of shares (2011: DKK 1,354 million) less the negative balance between the purchase and sale of treasury shares of DKK 6,314 million (2011: a negative balance of DKK 5,230 million).
For the preparation of the Annual Report of DSV A/S, Management makes various accounting estimates and judgements and determines the assumptions to be used as the basis for the recognition and measurement of assets and liabilities, contingent assets and liabilities and the income and costs reported. The estimates made and assumptions used are based on historical experience and other factors deemed by Management to be reasonable in the circumstances, but in the nature of things such experience and factors are uncertain and unpredictable. The assumptions may be incomplete or inaccurate, and unforeseen events or circumstances may arise. Moreover, the organisation is subject to risks and uncertainties that may result in outcomes deviating from these estimates.
Management deems the following estimates and the pertaining judgements to be essential for the preparation of the Annual Report of the Parent.
Management assesses annually whether there is an indication of impairment of investments in subsidiaries. If so, the investments will be tested for impairment in the same way as Group goodwill. In the assessment of Management, there was no such indication at 31 December 2012, and therefore investments in subsidiaries have not been tested for impairment.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Group charges | 438 | 480 |
| Total revenue | 438 | 480 |
| (DKKm) 2011 |
2012 |
|---|---|
| Statutory audit 3 |
2 |
| Tax and VAT advisory services - |
1 |
| Total fees to auditors appointed at the Annual General Meeting 3 |
3 |
| Others, audit 1 |
2 |
| Others, total fees 1 |
2 |
| Total fees 4 |
5 |
Auditors appointed at the Annual General Meeting, 2012: KPMG (2011: KPMG).
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Remuneration for the Board of Directors | 4 | 4 |
| Wages and salaries etc. | 181 | 183 |
| Defined contribution pension plans | 11 | 13 |
| Total staff costs | 196 | 200 |
| Average number of full-time employees | 251 | 284 |
| Jens Bjørn Andersen | Jens H. Lund | Total | ||||
|---|---|---|---|---|---|---|
| (DKKm) | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 |
| Fixed salary | 6.2 | 6.4 | 4.3 | 4.6 | 10.5 | 11.0 |
| Defined contribution pension plans | 0.5 | 0.5 | 0.1 | 0.1 | 0.6 | 0.6 |
| Bonus | 2.5 | 2.5 | 1.7 | 1.7 | 4.2 | 4.2 |
| Share-based payments | 1.8 | 2.1 | 1.3 | 1.5 | 3.1 | 3.6 |
| Total remuneration of the Executive Board | 11.0 | 11.5 | 7.4 | 7.9 | 18.4 | 19.4 |
The members of the Executive Board are subject to a notice period of up to 24 months.
For information on the exercise of share options by the Executive Board, please refer to note 5 of the consolidated financial statements.
| (DKK'000) | 2011 | 2012 |
|---|---|---|
| Kurt K. Larsen, Chairman | 1,050 | 1,181 |
| Erik B. Pedersen, Deputy Chairman | 525 | 525 |
| Kaj Christiansen | 350 | 350 |
| Per Skov (resigned 2012) | 481 | 131 |
| Annette Sadolin | 481 | 525 |
| Birgit W. Nørgaard | 350 | 350 |
| Thomas Plenborg (elected 2011) | 525 | 700 |
| Total remuneration of the Board of directors of the Parent | 3,762 | 3,762 |
DSV A/S has issued share options to staff, senior staff and members of the Executive Board of the Company. Please refer to note 5 of the consolidated financial statements for a calculation of market values and a list of current incentive share option programmes.
| Exercise period open at 31 December 2012 | 45,000 | 170,000 | 27,000 | 242,000 | 41.10 | |
|---|---|---|---|---|---|---|
| Outstanding at 31 December 2012 | 90,000 | 680,000 | 352,000 | 1,122,000 | 101.23 | |
| Outstanding options of 2012 scheme | 01/04/2015 - 31/03/2017 | - | 170,000 | 114,000 | 284,000 | 128.00 |
| Outstanding options of 2011 scheme | 01/04/2014 - 01/04/2016 | - | 170,000 | 103,000 | 273,000 | 129.90 |
| Outstanding options of 2010 scheme | 02/04/2013 - 31/03/2015 | 45,000 | 170,000 | 108,000 | 323,000 | 98.50 |
| Outstanding options of 2009 scheme | 02/04/2012 - 31/03/2014 | 45,000 | 170,000 | 27,000 | 242,000 | 41.10 |
| Exercise period | Board of Directors* |
Executive Board |
Senior Staff |
Total | Average exercise price per option |
* A Director received options in his former capacity as CEO and in connection with certain day-to-day managerial tasks. The options were granted pursuant to the procedures laid down in the Remuneration Policy of the Group then applicable.
The weighted average remaining life at 31 December 2012 was 2.8 years. The aggregate market value was DKK 54.6 million, of which options amounting to DKK 34.4 million were held by Executive Board members and options amounting to DKK 6.8 million were held by a member of the Board of Directors.
| Outstanding at 31 December 2012 | 90,000 | 680,000 | 352,000 | 1,122,000 | 101.23 |
|---|---|---|---|---|---|
| Exercised in 2012 | - | - | (42,000) | (42,000) | 41.10 |
| Granted in 2012 | - | 170,000 | 114,000 | 284,000 | 128.00 |
| Outstanding at 31 December 2011 | 90,000 | 510,000 | 280,000 | 880,000 | 89.72 |
| Options waived/expired | - | - | (5,500) | (5,500) | 69.80 |
| Granted in 2011 | - | 170,000 | 105,500 | 275,500 | 129.90 |
| Outstanding at 1 January 2011 | 90,000 | 340,000 | 180,000 | 610,000 | 71.68 |
| Board of Directors |
Executive Board |
Senior Staff |
Total | Average exercise price per option |
| Total special items, net | - | (24) |
|---|---|---|
| Restructuring costs | - | (24) |
| (DKKm) | 2011 | 2012 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Interest income | 47 | 48 |
| Interest income from Group enterprises | 625 | 487 |
| Foreign currency translation adjustments, net | 19 | - |
| Dividends from subsidiaries | - | 382 |
| Total financial income | 691 | 917 |
Interest income relates to interest from cash included at amortised cost.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Interest expenses | 352 | 211 |
| Interest expenses for Group enterprises | 125 | 95 |
| Foreign currency translation adjustments, net | - | 13 |
| Total financial expenses | 477 | 319 |
Interest expenses relate to interest on loans included at amortised cost.
| Intangibles in | ||||
|---|---|---|---|---|
| (DKKm) | Software | progress | Total | |
| Cost at 1 January 2011 | 530 | 71 | 601 | |
| Additions for the year | - | 80 | 80 | |
| Reclassifications | 124 | (124) | - | |
| Total cost at 31 December 2011 | 654 | 27 | 681 | |
| Total amortisation and impairment at 1 January 2011 | 155 | - | 155 | |
| Amortisation for the year | 95 | - | 95 | |
| Total amortisation and impairment at 31 December 2011 | 250 | - | 250 | |
| Carrying amount at 31 December 2011 | 404 | 27 | 431 | |
| Cost at 1 January 2012 | 654 | 27 | 681 | |
| Additions for the year | - | 122 | 122 | |
| Reclassifications | 85 | (85) | - | |
| Total cost at 31 December 2012 | 739 | 64 | 803 | |
| Total amortisation and impairment at 1 January 2012 | 250 | - | 250 | |
| Amortisation for the year | 112 | - | 112 | |
| Total amortisation and impairment at 31 December 2012 | 362 | - | 362 | |
| Carrying amount at 31 December 2012 | 377 | 64 | 441 |
Intangibles in progress and all material software assets have been tested for impairment, and it was concluded that no basis for impairment existed at 31 December 2012.
| Other plant | |
|---|---|
| and operating | |
| (DKKm) | equipment |
| Cost at 1 January 2011 | 16 |
| Additions for the year | 4 |
| Total cost at 31 December 2011 | 20 |
| Total depreciation and impairment at 1 January 2011 | 6 |
| Depreciation for the year | 6 |
| Total depreciation and impairment at 31 December 2011 | 12 |
| Cost at 1 January 2012 | 20 |
|---|---|
| Additions for the year | 6 |
| Total cost at 31 December 2012 | 26 |
| Total depreciation and impairment at 1 January 2012 | 12 |
| Depreciation for the year | 6 |
| Total depreciation and impairment at 31 December 2012 | 18 |
| Carrying amount at 31 December 2012 | 8 |
No events occurred in the financial year that gave rise to any indication of impairment of property, plant and equipment.
DSV A/S owns the following subsidiaries, all of which are included in the consolidated financial statements
| Ownership share 2011 |
Ownership share 2012 |
Registered office |
Company's share capital (DKKm) |
|
|---|---|---|---|---|
| DSV Road Holding A/S | 100% | 100% | Brøndby, Danmark | 100 |
| DSV Air & Sea Holding A/S | 100% | 100% | Brøndby, Danmark | 50 |
| DSV Solutions Holding A/S | 100% | 100% | Taastrup, Danmark | 151 |
| DSV Insurance A/S | 100% | 100% | Brøndby, Danmark | 25 |
| DSV Group Services A/S | 100% | Brøndby, Danmark | 5 | |
| DSV FinCo A/S | 100% | Brøndby, Danmark | 0.5 |
Additions to investments in Group enterprises relate to the recapitalisation of a subsidiary in all essentials.
| Receivables from Group enterprises | 1,799 | 1,113 |
|---|---|---|
| Other receivables | - | 1 |
| Other non-current receivables at 31 December | 1,799 | 1,114 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Receivables from Group enterprises | 10,968 | 10,086 |
| Fair value of derivative financial instruments | 84 | 23 |
| Other receivables etc. | 11 | 54 |
| Receivables from Group enterprises and other receivables at 31 December | 11,063 | 10,163 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Share capital, beginning of year | 209.2 | 190.0 |
| Capital reduction | (19.2) | (2.0) |
| Share capital, end of year | 190.0 | 188.0 |
The share capital of DSV A/S has a nominal value of DKK 188,000,000, corresponding to 188,000,000 shares with a nominal value of DKK 1 each. No share confers any special rights upon its holder. No restrictions apply to the transferability of the shares or to voting rights. The share capital is fully paid up.
| Shares of DKK 1 Nominal value |
% of share capital | |||||
|---|---|---|---|---|---|---|
| 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | |
| Treasury shares, beginning of year | 2,643,496 | 4,355,760 | 2,643,496 | 4,355,760 | 1.3 | 2.3 |
| Purchases | 21,805,364 10,421,661 21,805,364 10,421,661 | 10.7 | 5.5 | |||
| Used for reduction of share capital | (19,150,000) (2,000,000) (19,150,000) (2,000,000) | (9.2) | (1.0) | |||
| Used for exercise of share options | (943,100) (2,840,000) | (943,100) (2,840,000) | (0.5) | (1.5) | ||
| Treasury shares, end of year | 4,355,760 | 9,937,421 | 4,355,760 | 9,937,421 | 2.3 | 5.3 |
Treasury shares are bought back to hedge the Company's incentive schemes and adapt its capital structure. The market value of treasury shares at 31 December 2012 was DKK 1,448 million (2011: DKK 449 million). The acquisition price of treasury shares repurchased in 2012 was DKK 1,302 million, and the selling price of treasury shares sold was DKK 326 million.
It is proposed to distribute dividends of DKK 1.25 per share (2011: DKK 1.00). DSV A/S paid DKK 190 million as dividends on 27 March 2012, corresponding to DKK 1 per share (2011: DKK 105 million, corresponding to DKK 0.50 per share).
Distribution of dividends to the shareholders of DSV A/S has no tax consequences for DSV A/S.
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Deferred tax at 1 January | 83 | 100 |
| Deferred tax for the year | 9 | (16) |
| Tax on equity items | 4 | - |
| Adjustments relating to previous years | 4 | - |
| Deferred tax at 31 December | 100 | 84 |
| Deferred tax at 31 December | ||
| Intangibles | 100 | 94 |
| Current assets | (2) | (9) |
| Provisions | 2 | (1) |
| Deferred tax at 31 December | 100 | 84 |
| Breakdown of deferred tax | ||
| Deferred tax liability | 100 | 84 |
| Deferred tax at 31 December | 100 | 84 |
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Loans and credit facilities | 5,767 | 6,046 |
| Total financial liabilities | 5,767 | 6,046 |
| Financial liabilities as recognised in the balance sheet: | ||
| Non-current liabilities | 5,169 | 5,253 |
| Current liabilities | 598 | 793 |
| Financial liabilities at 31 December | 5,767 | 6,046 |
| Fixed/ | Carrying amount | |||
|---|---|---|---|---|
| (DKKm) | Expiry | floating | 2011 | 2012 |
| Bank loans (DKK) | 2013 | Floating | 944 | 943 |
| Bank loans (EUR) | 2016 | Floating | 1,241 | 3,475 |
| Bank loans (USD) | 2016 | Floating | 2,698 | - |
| Bond loan | 2020 | Fixed | - | 748 |
| Other | 2014-2015 | Fixed | 13 | 13 |
| Cash | 2013-2014 | Floating | 871 | 867 |
| Loans and credit facilities at 31 December | 5,767 | 6,046 |
Bank loans are subject to standard trade covenants. All financial ratio covenants were observed during the year. The weighted average effective interest rate was 1.5% (2011: 1.9%).
| (DKKm) | 2011 | 2012 |
|---|---|---|
| Payables to Group enterprises | 5,711 | 7,134 |
| Fair value of derivative financial instruments | 265 | 201 |
| Other payables | 124 | 163 |
| Payables to Group enterprises and other payables at 31 December | 6,100 | 7,498 |
| Operating leases: | ||
|---|---|---|
| (DKKm) | 2011 | 2012 |
| Operating lease obligations relating to operating equipment fall due: | ||
| 0-1 year | 16 | 24 |
| 1-5 years | 15 | 24 |
| Total | 31 | 48 |
| The following is recognised in the income statement: | ||
| Operating leases relating to operating equipment | 24 | 19 |
| Total | 24 | 19 |
DSV A/S leases properties under operating leases with an average lease term of 4 years.
DSV A/S has concluded IT service contracts. The costs related to these contracts are recognised as the services are provided.
DSV A/S has guaranteed for subsidiaries' outstanding balances with banks and liabilities to leasing companies, suppliers and public authorities etc. in the amount of DKK 3,262 million (2011: DKK 3,659 million).
Moreover, DSV A/S has issued several declarations of intent relating to balances between subsidiaries and third parties.
DSV A/S and the other Danish Group enterprises registered jointly for VAT purposes are jointly and severally liable for the VAT liabilities. DSV A/S is the administration company of the joint taxation arrangement and is only liable for tax payments received on account from the subsidiaries.
| (DKKm) | Contractual value |
Maturity | Fair value | Of which recognised in income statement |
Of which recognised in other comprehen- sive income |
|---|---|---|---|---|---|
| Currency instruments Interest rate instruments |
10,959 | 2012 8,476 2012-2015 |
7 (189) |
39 (44) |
(32) (145) |
| Total | (182) | (5) | (177) |
| (DKKm) | Contractual value |
Maturity | Fair value | Of which recognised in income statement |
Of which recognised in other comprehen- sive income |
|---|---|---|---|---|---|
| Currency instruments | 7,358 | 2013 | 16 | 16 | - |
| Interest rate instruments | 7,518 2013-2016 | (193) | (23) | (170) | |
| Total | (177) | (7) | (170) |
The Company mainly uses foreign exchange forward contracts to hedge foreign currency risks. The main currencies hedged are SEK, NOK, GBP and USD. The Company is exposed to a low foreign currency risk. Foreign exchange forward contracts used to hedge net investments and satisfying the conditions of hedge accounting are recognised in other comprehensive income. Other fair value adjustments are recognised in the income statement under financial income or expenses.
The Company uses interest rate swaps and interest rate caps to hedge interest rate risks. Thereby floating-rate loans are refinanced as fixed-rate loans. Interest rate swaps and interest rate caps satisfying the conditions of hedge accounting are recognised directly in other comprehensive income. Interest rate swaps and interest rate caps not satisfying the conditions of hedge accounting as well as accrued interest are recognised directly in the income statement under financial income or expenses.
The weighted average effective interest rate for existing interest rate instruments was 1.77% at the reporting date (2011: 2.39%).
Reference is made to note 26 of the 2012 Consolidated Annual Report for a detailed description of the financial risks.
| 2011 | |||||
|---|---|---|---|---|---|
| Contractual cashflows, |
|||||
| (DKKm) | 0-1 year | 1-3 years | 3-5 years | > 5 years | incl. interest |
| Loans and credit facilities | 727 | 1,366 | 4,114 | - | 6,207 |
| Other payables | 124 | - | - | - | 124 |
| Payables to Group enterprises | 5,711 | - | - | - | 5,711 |
| Currency derivatives | (7) | - | - | - | (7) |
| Interest rate derivatives | 106 | 78 | 6 | - | 190 |
| Total | 6,661 | 1,444 | 4,120 | - | 12,225 |
| 2012 | |||||
| Contractual | |||||
| (DKKm) | 0-1 year | 1-3 years | 3-5 years | > 5 years | cashflows, incl. interest |
| Loans and credit facilities | 918 | 1,199 | 3,575 | 835 | 6,527 |
| Other payables | 163 | - | - | - | 163 |
| Payables to Group enterprises | 7,134 | - | - | - | 7,134 |
| Currency derivatives | (16) | - | - | - | (16) |
| Interest rate derivatives | 107 | 91 | 2 | - | 200 |
| Total | 8,306 | 1,290 | 3,577 | 835 | 14,008 |
The analysis of expected maturity is based on contractual cash flows, including estimated interest payments. Amounts have not been discounted for which reason they cannot necessarily be reconciled to the related items of the balance sheet.
| 2011 Carrying amounts |
2012 Carrying amounts |
|---|---|
| Financial assets: Held for trading (derivative financial currency instruments) 7 Loans and receivables 12,862 |
16 11,277 |
| Financial liabilities: Held for trading (derivative financial instruments) 188 Financial liabilities measured at amortised cost 11,602 |
193 13,343 |
The fair value of financial assets and liabilities does not differ significantly from the carrying amount.
The valuation of financial instruments measured at fair value was based on other observable inputs than prices quoted in active markets (level 2). Interest rate swaps and foreign exchange forward contracts were valued using generally accepted valuation techniques based on relevant observable data.
DSV A/S obtained a corporate bond loan of DKK 750 million with a Danish pension fund in 2012. The loan is a fixed-rate bullet loan with a duration of 8 years.
DSV A/S has no related parties with control. Related parties of DSV A/S with significant influence comprise members of the companies' boards of directors, executive boards and senior staff as well as family members of those persons. Related parties also comprise companies in which the aforementioned persons have significant interests.
Remuneration for Directors and members of the Executive Board is detailed in note 4. Management incentive programmes are listed in note 5.
The Parent had the following transactions with related parties:
| (DKKm) 2011 |
2012 |
|---|---|
| Sale of services | |
| Group enterprises 438 |
480 |
| Total sale of services 438 |
480 |
| Purchase of services | |
| Group enterprises 24 |
19 |
| Total purchase of services 24 |
19 |
| Management fees invoiced by Group enterprises comprise remuneration for members of the executive boards of the subsidiaries. | |
| Financials, net | |
| Group enterprises 512 |
392 |
| Total financials, net 512 |
392 |
| The Parent had the following outstanding balances with related parties at 31 December: | |
| (DKKm) 2011 |
2012 |
| Receivables | |
| Group enterprises 12,767 |
11,199 |
| Total receivables 12,767 |
11,199 |
| Liabilities | |
| Group enterprises 5,711 |
7,134 |
| Total liabilities 5,711 |
7,134 |
The accounting policies of the Parent, DSV A/S, are identical with the policies for the consolidated financial statements, except for the following:
Dividends from investments in subsidiaries are recognised as income in the Parent's income statement under financial income in the financial year in which the dividends are declared.
Investments in subsidiaries are measured at cost. If there is any indication of impairment, investments are tested for impairment as described in the accounting policies applied by the Group. If the cost exceeds the recoverable amount, the investment is written down to this lower value.
Foreign currency adjustments of balances considered part of the total net investment in enterprises which have a functional currency other than Danish kroner are recognised in the income statement of the Parent under financials.
Banemarksvej 58 2605 Brøndby Denmark
Tel. +45 43 20 30 40 www.dsv.com
CVR-No. 58 23 35 28 36th financial year Annual Report for the year ended 31 December 2012 Published 20 February 2013
The Annual Report has been prepared in Danish and English. In case of discrepancies, the Danish version shall apply.
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