KION Group
Annual Report 2016

Plain-text annual report

A NEW A N N U A L R E P O R T 2016 KION Group Key figures for 2016 KION Group overview in € million Order intake Revenue Order book 1 Financial performance EBITDA Adjusted EBITDA 2 Adjusted EBITDA margin 2 EBIT Adjusted EBIT 2 Adjusted EBIT margin 2 Net income Financial position 1 Total assets Equity Net financial debt ROCE 3 Cash flow Free cash flow 4 Capital expenditures 5 Employees 6 2016 (excl. Dematic) 5,553.0 5,327.7 527.2 9.9% 12.4% 317.5 2016 5,833.1 5,587.2 2,244.7 889.5 931.6 16.7% 434.8 537.3 9.6% 246.1 11,359.2 2,535.1 2,903.4 6.8% – 1,850.0 166.7 30,544 2015 5,215.6 5,097.9 864.0 824.2 850.0 16.7% 422.8 482.9 9.5% 2014 4,771.2 4,677.9 764.1 714.2 780.4 16.7% 347.0 442.9 9.5% Change 2016/2015 11.8% 9.6% > 100% 7.9% 9.6% – 2.8% 11.3% – 221.1 178.2 11.3% 6,440.2 1,848.7 573.5 11.9% 332.7 142.6 6,128.5 1,647.1 810.7 11.4% 76.4% 37.1% > 100% – 305.9 133.1 <– 100% 16.9% 23,506 22,669 29.9% 1 Figures as at balance sheet date 31/12/ 2 Adjusted for PPA items and non-recurring items 3 ROCE is defined as the proportion of EBIT adjusted to capital employed 4 Free cash flow is defined as cash flow from operating activities plus cash flow from investing activities; Last year figures were adjusted due to a change in presentation, for details see ,Additional information of the condensed statement of cash flows‘ 5 Capital expenditure including capitalised development costs, excluding leased and rental assets 6 Number of employees (full-time equivalents) as at balance sheet date 31/12/ All amounts in this annual report are disclosed in millions of euros (€ million) unless stated otherwise. The addition of the totals presented may result in minor rounding differences. The percentages shown are calculated on the basis of the respective amounts, rounded to the nearest thousand euros. A N N U A L R E P O R T 2 0 1 6 A 360° FORKLIFT TRUCKS, WAREHOUSE TECHNOLOGY, & SUPPLY CHAIN SOLUTIONS FOR EVERY PART OF THE WAREHOUSE: SEE POSTER IN THE JACKET OR ONLINE AT: kiongroup.com/A _New_Era OUR WORLD IS E VOLVING R APIDLY. HOW WE LIVE, HOW WE WORK, CUSTOMER NEEDS, MARKE T REQUIREMENTS – DIGITALISATION IS CHANGING E VERY THING. WITH DEMATIC THE KION GROUP HAS STARTED A NEW CHAPTER AND REPOSITIONED ITSELF. kiongroup.com C O M P A N Y P R O F I L E The KION Group is a global leader in industrial trucks, related services and supply chain solutions. Across more than 100 countries worldwide, the KION Group’s logistics solutions optimise the flow of material and information within factories, ware- houses and distribution centres. The Group is the largest manufacturer of industrial trucks in Europe, the second-largest producer of forklifts globally and a leading provider of warehouse automation. The KION Group’s world-renowned brands are among the best in the industry. Dematic is a global leader in automated material handling, providing a comprehensive range of intelligent supply chain and automation solutions. Egemin Automation is a top- tier logistics automation specialist. The Linde and STILL brands serve the premium industrial truck segment. Baoli focuses on industrial trucks in the economy segment. Among the regional KION brand companies, Fenwick is the largest supplier of mate- rial handling products in France, while OM STILL is a market leader in Italy. Voltas is a leading provider of industrial trucks in India. More than 1.2 million industrial trucks and over 6,000 installed systems from the KION Group are deployed by customers in all industries and of all sizes on six continents. We keep the world moving. Industry 4.0 The KION Group adds value in production and logistics I N T E L L I G E N T T R U C K S (cid:81) (cid:3) (cid:3)Smart trucks with electronic control units (cid:81) (cid:3) (cid:3)Driver assistance systems for greater efficiency F L E E T D A T A M A N A G E M E N T (cid:81) (cid:3) (cid:3)Fleet data services for centralised control and tracking (cid:81) (cid:3) (cid:3)Fleet optimisation (cid:81) (cid:3) (cid:3)Financial benefits and improved safety A U T O M A T E D T R U C K S (cid:81) (cid:3) (cid:3)Full range of automated trucks (cid:81) (cid:3) (cid:3)Enables automation of material handling processes A U T O M A T I O N S Y S T E M S (cid:81) (cid:3) (cid:3)Customised and integrated intralogistics solutions (cid:81) (cid:3) (cid:3)Automated trucks in combination with additional hardware and software S E G M E N T S I N D U S T R I A L T R U C K S & S E R V I C E S S U P P L Y C H A I N S O L U T I O N S The Industrial Trucks & Services segment encompasses The Supply Chain Solutions segment encompasses inte- forklift trucks, warehouse technology and related services, grated technology and software solutions that are used to including complementary financial services. optimise supply chains. Manual and automated solutions are It pursues a multi-brand strategy involving the three provided for all functions along customers’ supply chains, international brands Linde, STILL and Baoli plus the three from goods inward and multishuttle warehouse systems to regional brands Fenwick, OM STILL and Voltas. picking and value-added packing. The segment brings to- gether the activities of the Dematic, Egemin Automation and Industrial Trucks & Services is made up of four operating units Retrotech brands. Dematic, the fifth operating unit, is re- that cover the KION Group’s existing industrial truck business: sponsible for the shared, cross-brand market presence. Linde Material Handling EMEA and STILL EMEA, which each concentrate on Europe, the Middle East and Africa, plus KION APAC and KION Americas, which hold cross -brand responsibility for the Asia-Pacific region and the Americas respectively. G N I T A R E P O S T I N U S D N A R B S T C U D O R P L I N D E M H E M E A S T I L L E M E A K I O N A P A C K I O N A M E R I C A S (cid:81)(cid:3) (cid:3)Counterbalance trucks with electric drive (cid:81)(cid:3) (cid:3)Counterbalance trucks with IC engine (cid:81)(cid:3) (cid:3)Warehouse technology: ride-on industrial trucks (cid:81)(cid:3) (cid:3)Warehouse technology: hand-operated industrial trucks (cid:81)(cid:3) (cid:3)Towing vehicles (cid:81)(cid:3) (cid:3)Automated trucks and autonomous trucks G N I T A R E P O T I N U S D N A R B S T C U D O R P D E M A T I C (cid:81)(cid:3) (cid:3)Conveyors (cid:81)(cid:3) (cid:3)Sorters (cid:81)(cid:3) (cid:3)(cid:3)Storage and retrieval systems (cid:81)(cid:3) (cid:3)(cid:3)Picking equipment (cid:81)(cid:3) (cid:3)Palletisers C O R P O R A T E S E R V I C E S The Corporate Services segment comprises holding companies and other service com- panies that provide services such as IT and logistics across all segments. I N T E R N A L S E R V I C E S H O L D I N G C O M P A N Y F U N C T I O N S OUR BRANDS A N N U A L R E P O R T 2 0 1 6 A OUR WORLD IS E VOLVING R APIDLY. HOW WE LIVE, HOW WE WORK, CUSTOMER NEEDS, MARKE T REQUIREMENTS – DIGITALISATION IS CHANGING E VERY THING. WITH DEMATIC THE KION GROUP HAS STARTED A NEW CHAPTER AND REPOSITIONED ITSELF. kiongroup.com Contents A 4 6 8 18 21 B 24 33 37 C 56 57 71 TO OUR SHAREHOLDERS Letter to shareholders Executive Board Report of the Supervisory Board KION shares Services for shareholders CORPORATE GOVERNANCE Corporate governance report Disclosures relevant to acquisitions Remuneration report COMBINED MANAGEMENT REPORT Preliminary remarks Fundamentals of the KION Group Report on the economic position 102 Outlook, risk report and opportunity report D 116 117 118 120 122 124 232 233 E 236 237 238 239 239 CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows Consolidated statement of changes in equity Notes to the consolidated financial statements Auditors’ report Responsibility statement ADDITIONAL INFORMATION Quarterly information Multi-year overview Disclaimer Financial calendar Contact A SHAPING CHANGE AND HARNESSING NEW OPPORTUNITIES: DISCOVER HOW THE KION GROUP IS BEGINNING A NEW ERA, WITH THE AIM OF CREATING EVEN MORE VALUE FOR ITS CUSTOMERS, IN OUR WEB SPECIAL AT: kiongroup.com/A _New_Era TO OUR SHAREHOLDERS Contents 3 3 TO OUR SHAREHOLDERS 4 6 8 18 21 LETTER TO SHAREHOLDERS EXECUTIVE BOARD REPORT OF THE SUPERVISORY BOARD KION SHARES SERVICES FOR SHAREHOLDERS S R E D L O H E R A H S R U O O T A E C E N C A N N A R N E R V E O V G O E G T E A T R A O R P O R P O R C O C B B T R O P E T R R T O N P E E M R E T G N A E N M A E M G A P N U A O M R G C C S T N S E T M N E E T M A E T T S A L T A S I C L A N I A C N N I F A N I D F D N O N I O T I A T M A R M O R F O N F I N L I A L N A O N I O T I I T D I D D A D A E E A N E W E R A A N E W E R A KION GROUP AG | Annual Report 2016 A1-2 Brief und Zitate Vorstand.indd 3 25.02.17 16:21 TO OUR SHAREHOLDERS Contents 3 3 TO OUR SHAREHOLDERS 4 6 8 18 21 LETTER TO SHAREHOLDERS EXECUTIVE BOARD REPORT OF THE SUPERVISORY BOARD KION SHARES SERVICES FOR SHAREHOLDERS S R E D L O H E R A H S R U O O T A E C E N C A N N A R N E R V E O V G O G E T E A T R A O R P O R P O R C O C B B T R O P E T R R T O N P E E M R E T G N A E N M A E M G A P N U A O M R G C C S T N S E T M N E E T M A E T T S A L T A S C L A N A C N N A F N D F I I I I D KION GROUP AG | Annual Report 2016 I I I T D D D A D A E E A1-2 Brief und Zitate Vorstand.indd 3 25.02.17 16:21 I I N O N O T A T M A R M O R F O N F N L A L N A O N O T I I I 4 » We shape the future of intralogistics.« G o r d o n R i s k e C h i e f E x e c u t i v e O f f i c e r A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Letter to Shareholders 5 Dear shareholders, customers, partners, employees and friends of the KION Group, Last year marked the dawn of a new era for our Company, and also for others. By acquiring Dematic, a specialist for automation and supply chain optimisation, the KION Group has become a different, more diverse and more powerful group. We can now offer our customers around the world everything they need for their intralogistics – from basic hand pallet trucks to the most complex of automated material handling solutions – underpinned by what is probably the most extensive sales and service network in the industry worldwide. By offering a comprehensive portfolio from a single source, we are better placed than anyone else to help cus- tomers create value. That is why, now that Dematic has joined the KION family, we have also begun a new chapter for our industry. Our world is evolving rapidly and our industry is being shaken up. How we live, how we work – digitalisation is changing everything. When you order goods online, they usually arrive the next day or, more and more frequently, the same day. Cities are growing and people are starting to prefer using their local shops again instead of going to a mall. Warehouses are therefore being relocated to distribution centres. Thriving companies are those that have automation solutions with which they can meet the constantly changing needs of today’s and, above all, tomorrow’s consumers. All set for innovation and Intralogistics 4.0 Of course it is not only thanks to Dematic that the KION Group is fully equipped to fulfil – and benefit from – our customers’ expectations regarding innovation and solutions in the world of Intralogistics 4.0. Sophisticated technology has made our smart trucks even safer, and we have refined our fleet data management systems. We are breaking down the barriers of automation with STILL’s award- winning autonomous order picker, iGo neo: this intelligent truck follows the oper- ator at every turn like a willing colleague. What’s more, Linde has expanded its range of Linde-MATIC trucks equipped with robotics, while Egemin has unveiled new, compact versions of its automatic guided vehicle systems. We have also made huge advances in cutting-edge drive technology: Linde and STILL went to market with the first counterbalance trucks powered by a lithium-ion battery in 2016. KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 A N E W E R A A N E W E R A 4 » We shape the future of intralogistics.« G o r d o n R i s k e C h i e f E x e c u t i v e O f f i c e r A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Letter to Shareholders 5 Our traditional business of forklift trucks and warehouse technology on the one hand and the automation solutions from Dematic on the other are the perfect fit, and not only in technological terms. The two companies complement each other because they both have a strong market position and regional presence, which will open up cross-selling potential in the medium term. Dematic will make use of the KION Group’s outstanding reputation and the leading position of its brands in key markets such as Europe, China and Brazil, while KION benefits from Dematic’s strong standing in the US and European automation markets. Moreover, the com- bination of the KION Group’s comprehensive sales and service network and Dematic’s large installed base will also result in opportunities for further growth in the soft- ware and service businesses and in the retrofitting and upgrading of systems. The benefits that each company has for the other will also generate cost synergies. KION Group is evolving in line with customer needs Customer needs, market requirements, the technology: everything is changing from the ground up, and our Company is of course evolving at the same time. Since acquiring Dematic, we have put a new management and reporting structure in place for the KION Group. The Industrial Trucks & Services, Supply Chain Solutions and Corporate Services segments have replaced the Linde, STILL, Financial Services and Other segments. Industrial Trucks & Services consists of the KION Group’s existing business and is made up of four regional operating units: Linde Material Handling EMEA and STILL EMEA, which each concentrate on Europe, the Middle East and Africa, plus KION APAC and KION Americas, which hold cross-brand responsibility for the Asia-Pacific region and the Ameri- cas respectively. Supply Chain Solutions comprises the global Dematic operating unit, Egemin Automation and Retrotech, while Corporate Services includes head- office functions and groupwide services such as internal logistics and IT services. In the magazine section of this annual report at www.kiongroup.com/A_New_Era, you can discover what this new era for the KION Group means – including on a personal level – to the people who head up our operating units. You will also find videos, photos and stories illustrating how the KION Group is actually tackling changing markets and technologies for the benefit of our customers. KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 A N E W E R A A N E W E R A 4 » We shape the future of intralogistics.« G o r d o n R i s k e C h i e f E x e c u t i v e O f f i c e r A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Letter to Shareholders 5 New structures paying off We have made significant progress with establishing our CTO organisation, which has been managed by our Chief Technology Officer Dr Eike Böhm since the summer of 2015. The organisation brings together key technical functions of the KION Group in a centralised structure. The responsibilities have now been fully defined, the CTO organisation’s more than 2,000 employees have attended work- shops to learn about its purpose and objectives and major projects have got under way. We are therefore well on track to harness the full potential of cross-brand collaboration on product development, of course with Dematic on board. Our new and future-proof structures following the purchase of Dematic, the con- stant innovation in our core business of forklift trucks, warehouse technology and related services, the corresponding changes to our Group’s structure – these are all vital elements in achieving the targets of our Strategy 2020: more growth, increased resilience to crises, higher profitability and greater efficiency. One of our core tasks in 2017 will therefore be to press ahead with the integration of Dematic so that we can add even more value for our customers, shareholders, employees and partners in the years to come. To support the change that is needed inside the Company, we launched the ‘Lift up’ initiative last year as a way of communi- cating the new structures and embedding them in the corporate culture. Profitable growth again in 2016 Clearly, the only constant in the KION Group is change. This was never more obvious than last year, and yet we again generated profitable growth. We met our forecasts for 2016 in full, achieving record results. Excluding the purchase of Dematic, our revenue, adjusted EBIT, adjusted margin, and net income reached unprecedented levels, as did the value of our order intake. The profitability of the KION Group (excluding Dematic) rose to 9.9 per cent. In our outlook for 2017, we predict further profitable growth in both of our new core segments, Industrial Trucks & Services and Supply Chain Solutions. We can thank our now more than 30,000 highly motivated and skilled employees around the world for these outstanding results. I would like to take this opportu- nity, on behalf of the entire Executive Board, to offer them my sincere thanks for their fantastic efforts. KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 A N E W E R A A N E W E R A 4 » We shape the future of intralogistics.« G o r d o n R i s k e C h i e f E x e c u t i v e O f f i c e r A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Letter to Shareholders 5 As you can see, there is a good reason why we called this annual report ‘A new era’. Our Company is now not only much bigger but also much closer to our cus- tomers because their local service engineer or sales office is now nearer. Our portfolio of products and service is now far more extensive and it has never been easier for customers to obtain the solution they need from a single source. But one thing has stayed the same: our mission statement that the KION Group equates to more than the sum of its brands. With best wishes, Gordon Riske Chief Executive Officer KION GROUP AG KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 KION GROUP AG | Annual Report 2016 A N E W E R A A N E W E R A 6 Executive Board GORDON RISKE Chief Executive Officer (CEO) of KION GROUP AG born in 1957 in Detroit (USA) DR EIKE BÖHM Chief Technology Officer (CTO) of KION GROUP AG born in 1962 in Pforzheim (Germany) CHING PONG QUEK Chief Asia Pacific Officer of KION GROUP AG born in 1967 in Batu Pahat/Johor (Malaysia) DR THOMAS TOEPFER Chief Financial Officer (CFO) and Labour Relations Director of KION GROUP AG born in 1972 in Hamburg (Germany) » Now that Dematic has joined the KION family, we have begun a new chapter for our customers.« G o r d o n R i s k e C h i e f E x e c u t i v e O f f i c e r » When you accept change, you will make progress.« C h i n g P o n g Q u e k C h i e f A s i a P a c i f i c O f f i c e r A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Executive Board 7 » Dematic’s software expertise is an enormous asset to the KION Group significantly adding value also for our industrial truck customers.« D r E i k e B ö h m C h i e f Te c h n o l o g y O f f i c e r » The investment grade credit rating from Fitch is an external confirmation of how far KION has progressed in recent years.« D r T h o m a s To e p f e r C h i e f F i n a n c i a l O f f i c e r KION GROUP AG | Annual Report 2016 A N E W E R A 8 Report of the Supervisory Board of KION GROUP AG Dear shareholders, 2016 was another very successful year for KION GROUP AG. It was dominated by the acquisition of automation and supply chain optimisation specialist Dematic, which is having a lasting and significant impact on the business model of KION GROUP AG and its market positioning. This is a time of transformation for KION GROUP AG. The combination of KION GROUP AG’s excellent capabilities, expertise and experience in developing, manufacturing, marketing and servicing industrial trucks with that of Dematic in automating and increasing the efficiency of warehouse systems means that the Company is now much better placed to offer top-class intralogistics solutions and to help shape the future of intelligent logistics. The structure of KION GROUP AG is also continuing to evolve. Since December 2016, it has had a new reporting and management structure consisting of the Industrial Trucks & Services, Supply Chain Solutions and Corporate Services segments, reflecting the Group’s strategic realign- ment. In terms of business performance, the KION Group again generated encourag- ing revenue and earnings growth and achieved all of its forecasts in 2016. Last year, the Supervisory Board continued to fulfil the tasks and responsibilities imposed on it by the law, the Company’s articles of incorporation and the German Corporate Governance Code with dedication and diligence. As in previous years, there were again many important decisions, transactions requiring approval and other matters to be discussed and resolved upon. Monitoring and advisory role in dialogue with the Executive Board The Supervisory Board advised the Executive Board on all significant matters relating to managing the Company and monitored the Executive Board’s running of the Company. The Supervisory Board was fully involved in all major decisions affecting the Company from an early stage. The Executive Board always notified the Super visory Board of every significant aspect of the decisions to be made promptly and in detail, providing both written and oral reports. Between meetings of the Supervisory Board and between those of its committees, the chairman of the Supervisory Board, who is A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 9 DR JOHN FELDMANN Chairman also chairman of the Executive Committee, remained in close contact at all times with the Executive Board, particularly the Chief Executive Officer and the Chief Financial Officer. There was also regular contact between the chairman of the Audit Committee and both the Chief Financial Officer and those responsible for auditing and compliance in the Company. This ensured that the Supervisory Board was always kept up to date on the Company’s performance and any significant transactions, even between meetings. The Supervisory Board satisfied itself at all times that the Company was being man- aged lawfully and diligently by the Executive Board. Giving the specified period of notice, the Executive Board presented to the Supervisory Board transactions that, according to the law, the Company’s articles of incorporation or the rules of procedure for the Executive Board of KION GROUP AG, require the Super visory Board’s consent so that it could adopt resolutions. The Supervisory Board examined closely the reso- lutions proposed by the Executive Board and deliberated on them before adopting them. KION GROUP AG | Annual Report 2016 A N E W E R A 10 Main focus areas discussed by the Supervisory Board Last year, the Supervisory Board’s deliberations again centred on the implementation of the Strategy 2020, which the Executive Board and Supervisory Board adopted in 2013, the growth and profitability targets for KION GROUP AG defined in the strategy, and the further development of the portfolio. Throughout 2016, the Company’s Supervisory Board and Executive Board intensively discussed growth opportunities arising from the organic expansion of the portfolio and from the acquisition of additional capabilities. The focus was always on growing the global business in industrial trucks of all categories, refining the product portfolio, increasing market share at regional level and examining the digital transformation of manufacturing (Industry 4.0). As in the previous year, the Supervisory Board kept a close eye on developments in this area and discussed them with KION GROUP AG’s management team. In the core business of industrial trucks, the Supervisory Board and Executive Board discussed short-, medium- and long-term aspects of strategic development, innovation and operational excellence, applying strategic parameters such as customer satisfaction, market trends and technological developments. The strategy meeting on 28 September 2016 was an opportunity for an in-depth exchange of views on innovative trends in the core industrial trucks business. The main topics of discussion were innovations relating to the integration of industrial trucks into existing end-to-end intralogistics solutions in order to increase the efficiency of customers’ processes, particularly with regard to production logistics, order picking and warehouse technology. Moreover, following on from the acquisition in 2015 of Egemin N.V., a leading warehouse automation company, KION GROUP AG continued on its journey to becoming a leading supplier of products for all areas of intralogistics by acquiring the Dematic Group, a global player and one of the world’s top providers of automated logistics solutions. This acquisition makes the KION Group the only company able to supply all intralogistics products, from hand-operated trucks to fully automated ware- houses, from a single source. The Supervisory Board regularly advised the Executive Board on this strategic project and was kept informed by the Executive Board on the progress of the planning and negotiations. The implementation and operation of the new organisational structure, which had been decided upon in 2015, was closely monitored by the Supervisory Board. The core elements of this new organisation are decentralised, regional operating units, of which there were originally four. A further operating unit called Dematic was created following the acquisition of the Dematic Group. Since December 2016, the Executive Board has run the KION Group on the basis of three segments: Industrial Trucks & Services, Supply Chain Solutions and Corporate Services. The operating units are supported by a central R&D function and A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 11 administrative departments. The CTO organisation, which is headed up by the Chief Technology Officer Dr Eike Böhm, assumed groupwide responsibility for product strategy, R&D, innovation, the production system, quality assurance and procurement on 1 January 2016. The new external reporting format derived from this organisation structure, which is based on the Industrial Trucks & Services, Supply Chain Solutions and Corporate Services segments, was monitored by the Audit Committee and, in particular, its chairman. Other administrative functions were adapted to meet the requirements of the Group’s new organisational structure during 2016, which involved centralising and harmonising them. The aim for 2017 is to further optimise the integration of the Dematic Group into the KION Group and, as a result, generate additional synergies. Corporate governance matters Besides the regular corporate governance matters, the issues dealt with by the Super- visory Board during the reporting year included the governance changes required due to the new organisational structure and the implementation of requirements and voluntary undertakings arising for the KION Group out of Germany’s new ‘Act for the equal participation of women and men in managerial positions in the private and public sectors’. The new organisational structure resulted in a shift away from responsibility for brands towards responsibility for regions or functions. Within the Group, management structures and work processes across legal entities had to be redesigned worldwide, especially in the CTO organisation. The results achieved so far are very promising and instil confidence that the increased efficiency and profit expected to be delivered by the new organisational structure will be achieved. Given the Group’s expansion into logistics process automation solutions, the Super- visory Board believed it was appropriate to supplement the targets for its composition to include valuable experience in this field of industry. In Dr Christina Reuter, the Supervisory Board has gained a highly qualified scientist with a proven track record focusing on automation. Moreover, the addition of both Dr Reuter as a shareholder representative and Ms Claudia Wenzel as an employee representative means that the Supervisory Board of KION GROUP AG now has two new and highly qualified female members. KION therefore met the statutory requirements for the proportion of women on the Supervisory Board of KION GROUP AG at the end of 2016. This provided the background for the Supervisory Board’s discussions in the fourth quarter KION GROUP AG | Annual Report 2016 A N E W E R A 12 about the upcoming election of shareholder representatives at the Annual General Meeting on 11 May 2017. The Nomination Committee has prepared the necessary nominations, applying the updated objectives for the composition of the Supervisory Board. The committee examined whether the current members, who are proposed as candidates, continue to meet the requirements for the office of shareholder repre- sentative. It paid particular attention to the need to ensure a sufficient number of Supervisory Board members considered independent. The Company believes that five of the eight shareholder representatives can be classed as independent, which is sufficient. Based on the recommendation made by the Nomination Committee, the Supervisory Board decided at its meeting on 14 December 2016 to propose that the Annual General Meeting re-elect the current shareholder representatives. Another area of focus was the review and revision of the remuneration system and of the individual remuneration for the members of the Executive Board of KION GROUP AG. The structure of Executive Board and Supervisory Board remuneration had been defined ahead of the IPO in 2013. In spring 2016, a consultancy reviewed it, comparing it against the benchmark. Based on the findings, the Executive Board’s remuneration was revised in two phases. Firstly, the remuneration system was updated with the aim of simplifying it on the basis of past experience and bringing it closer in line with current best practice in this area. Changes were made to both the one-year and the multiple- year variable remuneration. It was also decided to introduce an obligation on Executive Board mem- bers to hold shares in the Company. Secondly, the individual remuneration of each Executive Board member was reviewed on the basis of comparative information during the Supervisory Board meeting in September. As the remuneration of the Executive Board had remained unchanged for three and a half years, a resolution was adopted to adjust the amount with effect from 1 January 2017. Further details are provided in the remuneration report on pages 37 to 53. In compliance with the recommendations in the German Corporate Governance Code, the updated remuneration system will be pre- sented to the Annual General Meeting for approval in May 2017. The topics on which the Executive Board and individual managers in the Company regu- larly submitted reports were the internal control system, risk management, internal audit and compliance in the Group. The focus was on the processes in place as well as on the content of the individual reports. As a result of these reports, the Supervisory Board was able to gain an impression of the processes in place and to examine and comment on the proposed developments in these areas. It concluded that the systems and mechanisms at KION GROUP AG are adequate and suitable. A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 13 At its meeting on 14 December 2016, the Supervisory Board held its final discussion on the KION Group’s compliance with the recommendations of the German Corporate Governance Code, the version of which dated 5 May 2015 continued to apply in 2016. The Supervisory Board issued an unchanged comply-or-explain statement pursuant to section 161 of the German Stock Corporation Act (AktG). It has been made perma- nently available to the public on the KION GROUP AG website. KION GROUP AG complies with all but one of the recommendations in the German Corporate Governance Code (version dated 5 May 2015) and intends to continue to do so in future. As in the previous year, the only recommendation of the Code with which KION GROUP AG does not comply is the recommendation in section 3.8 (3) of the Code for an excess in the D&O insurance policies for members of the Supervisory Board. KION GROUP AG’s articles of incorporation do not provide for this type of excess. The Company believes that such an excess is not typical at international level and would therefore make it considerably more difficult to find independent candidates, in particular can- didates from outside Germany. In accordance with section 3.10 of the German Corporate Governance Code, the Execu- tive Board and the Supervisory Board provide a detailed report on corporate govern- ance in the KION Group in the corporate governance report. This is combined with the declaration on corporate governance pursuant to section 289a of the German Com- mercial Code (HGB) and can be found on pages 24 to 36 of this annual report and on the KION GROUP AG website at kiongroup.com/GovernanceReport. For details of the remuneration of the Executive Board and Supervisory Board for 2016, please refer to the remuneration report, which can be found on pages 37 to 53 of this annual report. Work of the committees In the run-up to the Dematic transaction, the Supervisory Board of KION GROUP AG established an ad-hoc transaction committee to ensure the Company was able to act and the Supervisory Board was able to adopt the necessary resolutions at short notice. To the extent permitted by law, the Supervisory Board’s decision-making powers were delegated to the committee. The committee was made up of three employee representatives and three shareholder representatives. The Executive Board and the transaction team at KION GROUP AG kept the committee updated on the progress of the negotiations. Following the successful completion of the transaction, the com- mittee was dissolved on 31 December 2016. Since the last report, there have not been any other material changes to the established committees. KION GROUP AG | Annual Report 2016 A N E W E R A 14 KION GROUP AG’s Supervisory Board had four committees last year: the Mediation Committee pursuant to section 27 (3) of the German Codetermination Act (MitbestG), the Executive Committee, the Audit Committee and the Nomination Committee. These committees, but primarily the Executive Committee, prepare the matters to be dis- cussed at the meetings of the full Supervisory Board. In individual cases, the Super- visory Board’s decision-making powers were delegated to committees within the scope permitted by law. The chairman of the Supervisory Board is also chairman of all committees except the Audit Committee. At the meetings of the full Supervisory Board, the committee chairmen report in detail on the discussions of the committees to ensure that the Supervisory Board as a whole is always fully informed. In 2016, the Supervisory Board and its committees dealt with the matters at hand and made the necessary decisions at a total of 22 meetings (eight full Supervisory Board meetings and 14 committee meetings). There were also several informal confer- ence calls for the purpose of providing the members of the Supervisory Board or the relevant committees with advance information. In 2016, all members of the Supervisory Board attended all Supervisory Board meet- ings and the meetings of the respective committees of which they were members apart from in the following cases: there were five Supervisory Board meetings at each of which one member sent apologies and one committee meeting at which one member sent apologies. Supervisory Board Member Tan Xuguang only participated in half of all the Supervisory Board meetings. Engagement of the auditors; audit of the separate and consolidated financial statements The Company’s independent auditors, Deloitte & Touche GmbH Wirtschaftsprüfungs- gesellschaft, Munich, Frankfurt am Main branch office, which on 15 June 2016 changed its registered company name to Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Deloitte), audited the Company’s separate financial statements and management report and the consolidated financial statements and group management report for the year ended 31 December 2016 following their engagement by the Annual General Meeting on 12 May 2016. The corresponding proposal to the Annual General Meeting had been prepared in meetings held between the chairman of the Audit Committee and the auditors. They concerned the suitability and independence of the auditors and the fees. The proposal was discussed at the Audit Committee’s meeting on 9 March 2016 and committee members were given the opportunity to speak to the auditors in person. The key audit issues were also discussed and set out accordingly at the Audit Committee’s meeting on 26 July 2016. The auditors were appointed by the chairman of the Supervisory Board on 2 June 2016. A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 15 The auditors submitted their report and the documents relating to the 2016 financial statements to the members of the Audit Committee on 15 February 2017 and to the members of the Supervisory Board on 22 February 2017. The report was discussed in depth at the Audit Committee meeting on 22 February 2017 and at the full Supervisory Board meeting on 1 March 2017, both of which were attended by the auditors. At both of those meetings, the auditors reported in detail on the main findings of the audit and provided comprehensive answers to all questions asked by members of the Audit Committee and Supervisory Board. The auditors issued an unqualified opinion for the separate financial statements for the year ended 31 December 2016, the consolidated financial statements and the group management report which was combined with the management report for the year ended 31 December 2016 on 22 February 2017. Having itself scrutinised the Company’s separate financial statements, consolidated financial statements and the combined management report for the year ended 31 December 2016, the Audit Committee then made a recommendation to the full Supervisory Board, which the chairman of the Audit Committee explained in more detail in his report to the meeting of the full Supervisory Board. On this basis and taking the auditors’ opinion into consideration, the Supervisory Board held a further discus- sion of its own and then approved the results of the independent audit at its meeting on 1 March 2017. Based on the final outcome of the Supervisory Board’s own review, no objections were raised. The Supervisory Board approved the Company’s sepa- rate financial statements and consolidated financial statements for the year ended 31 December 2016 prepared by the Executive Board, thereby adopting the annual financial statements. At its meeting on 1 March 2017, the Supervisory Board also discussed and approved the proposal made by the Executive Board that the distributable profit of KION GROUP AG be appropriated for the payment of a dividend of €0.80 per no-par-value share. In doing so, the Supervisory Board took account of the Company’s financial situation and performance, its medium-term financial and capital-expenditure planning and the interests of the shareholders. The Supervisory Board believes the proposed dividend is appropriate. KION GROUP AG | Annual Report 2016 A N E W E R A 16 Relationships with affiliated entities (dependency) Joint control of the Company by Superlift S.à r.l. and Weichai Power ended on 31 March 2015 when the remaining KION GROUP AG shares held by Superlift S.à r.l. were sold. There have been no dependency relationships with shareholders since that date. A report on the Company’s relationships with affiliated entities (dependency report) therefore did not need to be prepared for 2016. Personnel changes on the Executive Board and Supervisory Board There were no changes on the Executive Board of KION GROUP AG last year. There were several changes on the Supervisory Board in 2016. Mr Wolfgang Faden stepped down from the Supervisory Board on 12 May 2016. The Company’s Annual General Meeting elected Dr Christina Reuter to succeed him as a shareholder repre- sentative. In addition, Mr Kay Pietsch resigned from his position as an employee representative on the Company’s Supervisory Board with effect from the end of 31 October 2016. The courts appointed Ms Claudia Wenzel as his successor with effect from 1 November 2016. The Supervisory Board would like to thank Mr Faden and Mr Pietsch for the great dedication with which they always carried out their work in the interests of the Company. Mr Özcan Pancarci has been deputy chairman of the Supervisory Board since 1 January 2016, replacing Mr Joachim Hartig. A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 17 The details of this report were discussed thoroughly at the Supervisory Board meeting on 1 March 2017 when it was adopted. My colleagues on the Supervisory Board and I would like to thank the members of the Executive Board and the employees of KION GROUP AG and its Group companies in Germany and abroad for their commitment and outstanding achievements in 2016. Dr John Feldmann Chairman KION GROUP AG | Annual Report 2016 A N E W E R A 18 KION shares Moderate increase in equity markets Gain for the KION share price The European stock markets only showed a moderate increase KION shares outperformed the benchmark indices in 2016. They over the course of 2016. Although prices fell sharply at the start of closed at €52.86 on 30 December 2016, which was 14.9 per cent the year on the back of weaker growth in China, geopolitical ten- higher than their 2015 year-end closing price of €46.02. The share sions, the collapse of the oil price and other factors, they then price largely followed the market trend in the first half of the year, began rising again as the interest rate environment remained registering its low for the year of €40.84 on 8 February 2016. At the favourable to equities. The surprising vote for Brexit in the middle end of June, KION shares were also affected by the downward of the year created some turmoil, but only for a short time, and the movement seen after the surprising outcome of the referendum in second half of 2016 was characterised by minimal fluctuation the UK in favor of leaving the European Union. From July, however, within a narrow range. Moreover, the outcome of the US presi- KION shares were able to increasingly buck the market trend dential election and Italy’s referendum did not trigger any signifi- thanks to a strong business performance and the positive per- cant price reactions. The moderate upward trend observed at the ception of the  Dematic acquisition. The successful capital end of 2016 was primarily supported by good economic data, a increase on 18 July 2016 was also accompanied by rising prices. strongly rebounding oil price and positive leading indicators. The KION shares achieved their highest price of the year on 22 Sep- DAX closed the year at 11,481 points, an increase of 6.9 per cent. tember 2016 when they reached €58.09. After falling in the fourth The MDAX rose by 6.8 per cent to reach 22,189 points. quarter, the price at the end of the year was €52.86. > DIAGRAM 001 Share price performance between 30 December 2015 and 30 December 2016 DIAGRAM 001 €60 €58 €56 €54 €52 €50 €48 €46 €44 €42 €40 €38 €36 KION GROUP + 14.9% + 6.9% + 6.8% MDAX DAX € 46.02 * € 52.86 * * Closing price 01 / 2016 02 / 2016 03 / 2016 04 / 2016 05 / 2016 06 / 2016 07 / 2016 08 / 2016 09 / 2016 10 / 2016 11 / 2016 12 / 2016 A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS KION shares 19 KION GROUP AG’s market capitalisation was €5.8  billion as at 30 December 2016. Of this total, 56.6 per cent or €3.3 billion was in free float. The average daily Xetra trading volume in 2016 was 230  thousand shares or €11.4  million, up considerably on the prior year. > TABLE 001 Shareholder structure as at 31 December 2016 DIAGRAM 002 0.1% KION GROUP AG Basic information on KION shares TABLE 001 43.3% WEICHAI POWER ISIN WKN DE000KGX8881 KGX888 Bloomberg KGX:GR Reuters KGX.DE Share type No-par-value shares Index MDAX, STOXX Europe 600, MSCI Germany Small Cap, FTSE EuroMid 56.6% FREE FLOAT Acquisition-related capital increase and employee equity programme Between 12 and 27 September 2016, KION GROUP AG repurchased a total of 50,000 shares (around 0.05 per cent of the share capital) for use in the KION Employee Equity Pro- gramme (KEEP). On 18 July 2016, KION GROUP AG placed 9,890,000 new shares The proportion of shares held by the KION Group changed at a price of €46.44 each in order to partly finance the acquisition only slightly as a result of KEEP and stood at 0.1 per cent as at of Dematic. The authorised capital was used in full for this pur- 31 December 2016. The free float accounted for 56.6 per cent at pose and the Company’s share capital was increased by the end of the year. > DIAGRAM 002 10 per cent against cash contributions; shareholders’ pre-emp- tion rights were excluded. The anchor shareholder Weichai Power acquired 5,934,000, or 60 per cent, of the new shares, increasing its stake in the Company to around 40.2 per cent at that time. The KION shares predominantly recommended as a buy remaining shares were placed with institutional investors in an accelerated bookbuilding process. The gross proceeds from the As at 31 December 2016, nineteen brokerage houses pub- capital increase amounted to approximately €459.3 million. lished regular reports on the KION Group. Thirteen analysts On 12 December 2016, Weichai Power acquired further KION recommended KION shares as a buy, five rated them as neutral shares, taking its stake in KION GROUP AG to the current level of and one analyst recommended selling them. The median target 43.3  per  cent. Weichai Power has undertaken not to acquire price specified for the shares was €61.00. more than 49.9 per cent of KION shares before 28 June 2018 (as part of a standstill agreement). KION GROUP AG | Annual Report 2016 A N E W E R A 20 Share data TABLE 002 Closing price at the end of 2015 High for 2016 Low for 2016 Closing price at the end of 2016 Market capitalisation at the end of 2016 Performance in 2016 €46.02 €58.09 €40.84 €52.86 €5,750.6 million 14.9% Average daily trading volume in 2016 (no. of shares) 230.1 thousand Average daily trading volume in 2016 (€) Share capital Number of shares Earnings per share for 2016 Dividend per share for 2016* Dividend payout rate* Total dividend payout* Equity ratio as at 31/12/2016 * Proposed dividend for the fiscal year 2016 €11.4 million €108,790,000 108,790,000 €2.38 €0.80 35% €86.9 million 22.3% Dividend of €0.80 per share planned ment was reached for a firmly committed bridge loan of originally €3.0 billion as financing for the acquisition of Dematic. The financ- The Executive Board and Supervisory Board of KION GROUP AG ing volume was reduced by the amount of the proceeds from the will propose a dividend of €0.80 per share to the Annual General issue of shares and now stands at just over €2.5 billion. To refi- Meeting on 11 May 2017. With earnings per share for 2016 of nance part of the bridge loan, the KION Group issued promissory €2.38, this equates to a dividend payout rate of around 35  per notes (Schuldscheindarlehen) in February 2017 amounting to cent of net income. > TABLE 002 €958.0 million with fixed or floating coupons. The promissory Financing and credit ratings notes mature in May 2022, April 2024 or April 2027. Three rating agencies publish credit ratings for the KION Group. On 4 Janu- ary  2017, Fitch Ratings awarded the KION Group a long-term issuer rating of BBB- with a stable outlook. This is the first time In February 2016, the KION Group successfully replaced the that the KION Group has received an investment-grade rating. financing dating back to the time before the IPO, updating its The credit rating awarded to KION by rating agency Standard & financing structure with much better terms. The current senior Poor’s has been BB+ with a negative outlook since June 2016. facilities agreement comprises a revolving credit facility of In November, Moody’s lowered the outlook from stable to negative €1,150.0  million (maturing in February 2022) and a fixed-term with a credit rating of Ba1. tranche of €350.0 million (maturing in February 2019). An agree- A N E W E R A Annual Report 2016 | KION GROUP AG TO OUR SHAREHOLDERS Services for shareholders 21 Services for shareholders Active investor relations work Executive Board held update calls to report on each set of quar- terly results. The transcripts from the conference calls on the The objective of investor relations is to ensure, through continu- 2015 financial year and the quarterly update calls along with the ous dialogue, that the capital markets value the Company appro- presentations form part of the extensive information for investors priately. The Executive Board and the KION Group’s investor rela- which is available on the Company’s website. tions team continued their active dialogue with investors and analysts last year. The KION Group participated in investor con- ferences in Germany and abroad and held numerous roadshows Information on the website and one-on-one meetings. At these events, also the acquisition of Dematic and its financing were explained in detail. Detailed information on KION shares as well as press releases, On 30 November 2016, around 60 investors and analysts reports, presentations and information about the Annual General took part in the KION Group’s Capital Markets Day in Frankfurt Meeting and corporate governance in the Group can be found at am Main. The Executive Boards of KION and Dematic presented kiongroup.com/ir. The KION Group’s annual report is also availa- detailed information about the new shared offering and provided ble here, both as a PDF file and as an interactive online version. a comprehensive picture of the automation market. A printed copy of the annual report can be ordered under IR Con- Around 100 shareholders participated in the Annual General tact & Services. The contact details of the investor relations team Meeting of KION GROUP AG on 12 May 2016. Those in attend- are also provided here. ance, representing 85.8  per  cent of the voting share capital, approved all the draft resolutions put forward by the Company’s management with a substantial majority. The speeches of the Chief Executive Officer and the chairman of the Supervisory Board were broadcast live at kiongroup.com/agm. A webcast of the Chief Executive Officer’s speech is also available on the Com- pany’s website. When the 2015 annual report was published on 17 March 2016, the Executive Board of KION GROUP AG held a conference call at which it presented the steps already taken to implement the Strategy 2020 plus the planned future milestones. In addition, the kiongroup.com/ ir KION GROUP AG | Annual Report 2016 A N E W E R A CORPORATE GOVERNANCE Contents 23 CORPORATE GOVERNANCE 24 24 32 33 37 37 51 52 CORPORATE GOVERNANCE REPORT Declaration Executive Board and Super visory Board shareholdings and directors’ dealings DISCLOSURES RELEVANT TO ACQUISITIONS REMUNERATION REPORT Executive Board remuneration Outlook Supervisory Board remuneration E C N A N R E V O G E T A R O P R O C B T R O P E R T N E M E G A N A M C S T N E M E T A T S L A I C N A N I F D N O I T A M R O F N I L A N O I T I D D A E A N E W E R A KION GROUP AG | Annual Report 2016 B CorporateGovernance_en.indd 22 25.02.17 13:55 B CorporateGovernance_en.indd 23 25.02.17 13:55 CORPORATE GOVERNANCE Contents 23 CORPORATE GOVERNANCE 24 24 32 33 37 37 51 52 CORPORATE GOVERNANCE REPORT Declaration Executive Board and Super visory Board shareholdings and directors’ dealings DISCLOSURES RELEVANT TO ACQUISITIONS REMUNERATION REPORT Executive Board remuneration Outlook Supervisory Board remuneration E C N A N R E V O G E T A R O P R O C B T R O P E R T N E M E G A N A M C S T N E M E T A T S L A I C N A N I F D N O I T A M R O F N I L A N O I T I D D A E A N E W E R A KION GROUP AG | Annual Report 2016 B CorporateGovernance_en.indd 22 25.02.17 13:55 B CorporateGovernance_en.indd 23 25.02.17 13:55 24 Corporate governance report Corporate governance covers the whole system of managing and monitoring an enterprise, the principles and guidelines that shape 1. Comply-or-explain statement pursuant to section 161 (1) AktG its business policy and the system of internal and external control and monitoring mechanisms. The Executive Board and Super- Section 161 (1) AktG requires the management board and super- visory Board of KION GROUP AG believe that an uncompromis- visory board of a publicly listed company to issue an annual dec- ing commitment to rigorous corporate governance in accordance laration stating that the company has complied with, and intends with the standards is essential to the Company’s long-term suc- to comply with, the recommendations of the Code or stating the cess. Compliance with these principles also promotes the trust recommendations with which it has not complied or does not that our investors, employees, business partners and the public intend to comply, and the reasons why. Detailed reasons must be have in the management and monitoring of the Company. given for any departure from the recommendations of the Code. There is a close correlation between the corporate govern- The comply-or-explain statement must be made permanently ance report required by section 3.10 of the German Corporate available to the public on the company’s website. Governance Code (the Code) as amended on 5 May 2015 and The Executive Board and Supervisory Board submitted the the content of the corporate governance declaration required by Company’s previous comply-or-explain statement on 14/17 Decem- section 289a of the German Commercial Code (HGB). For this ber 2015. reason, the Executive Board and the Supervisory Board of KION Both decision-making bodies considered the recommen- GROUP AG have combined the two statements. dations of the amended Code in detail and, on 14  Decem- DECLARATION PURSUANT TO SECTION 289A OF THE GERMAN COMMERCIAL CODE (HGB) ber 2016, issued the fourth comply-or-explain statement of KION GROUP AG as required by section 161 (1) AktG as follows: 1. Since the last comply-or-explain statement was issued in December 2015, KION GROUP AG has complied with all but one of the recommendations of the German Corporate Governance Code (the Code) as amended on 5 May 2015 and will continue to comply with them in the future. The corporate governance declaration required by section 289a In departure from section 3.8 (3) of the Code, the articles HGB includes the comply-or-explain statement in accordance of incorporation of KION GROUP AG do not provide for an with section 161 of the German Stock Corporation Act (AktG) excess in the D&O insurance policies for members of the (see 1. below), relevant disclosures on corporate management Supervisory Board. The Company believes that such an practices extending beyond statutory requirements (see 2. below), excess is not typical at international level and would therefore a description of the working methods of the Executive Board and make it considerably more difficult to find independent candi- Supervisory Board, and a description of the working methods dates, in particular candidates from outside Germany. and composition of the Supervisory Board committees (see 3. below). The declaration on corporate governance pursuant to Wiesbaden, 14 December 2016 section 289a HGB is part of the management report. According to section 317 (2) sentence 3 HGB, the information provided in For the Executive Board: accordance with section 289a HGB does not have to be included in the audit of financial statements. Gordon Riske Dr Thomas Toepfer For the Supervisory Board: Dr John Feldmann A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Corporate governance report 25 The comply-or-explain statement is available on the website of The Supervisory Board and in particular the Supervisory KION GROUP AG at kiongroup.com/comply_statement. Board’s Audit Committee regularly obtain information on the pro- cesses put in place as part of the internal control system and have satisfied themselves as to their efficiency. 2. Relevant disclosures on corporate governance 2.2 Accounting-related internal control system The corporate governance of KION GROUP AG is essentially, but For its accounting process, the KION Group has defined suitable not exclusively, determined by the provisions of the German structures and processes as part of its internal control and risk Stock Corporation Act and the German Codetermination Act management system and implemented them throughout the (MitbestG) and also follows the recommendations of the German Group. Besides defined control mechanisms, it includes, for Corporate Governance Code. KION GROUP AG complies with all example, system-based and manual reconciliation processes, the Code’s recommendations, with one exception. These funda- clear separation of functions, strict compliance with the double- mental principles are combined with a commitment to sustaina- checking principle and written policies and procedures. The over- ble business, taking account of society’s expectations in the mar- arching aim is for the separate financial statements, consolidated kets in which the Company operates. financial statements and combined management report to be In 2016, the Executive Board and the Supervisory Board (or fully compliant with the relevant statutory and regulatory require- its committees) regularly discussed corporate governance issues ments and, in particular, the applicable financial reporting stand- in accordance with a rolling schedule of topics. This ensured that ards. Changes to these requirements and standards are analysed the key elements of corporate governance within the KION Group on an ongoing basis and taken into account as appropriate. were always on the agenda at meetings of the Company’s main Details can be found in the risk report, which is part of the com- decision-making bodies. The Supervisory Board in particular bined management report. complied with the supervisory duties incumbent upon it under the German Stock Corporation Act. For example, the Supervisory 2.3 Risk management system Board’s Audit Committee, which was set up partly for this pur- pose, received regular reports on the accounting standard pro- For the Company to be managed professionally and responsibly, cesses, the development of the regulatory landscape, the effec- the Executive Board must use the risk management system tiveness of the internal monitoring and risk management systems established in the Company to regularly gather information about and of the audit of financial statements, and then reported back current risks and how they are evolving, and then report on this to to the full Supervisory Board on these matters. the Supervisory Board’s Audit Committee. The KION Group’s risk 2.1 Internal control system management system is documented in a Group risk policy that defines tasks, processes and responsibilities and sets out the rules for identifying, assessing, reporting and managing risk. KION GROUP AG has an internal control system designed to Specific individual risks are then reported by each Group entity meet the specific needs of the Company. Its processes are using an online reporting tool. Reporting on cross-segment risks intended to ensure the correctness of the internal and external and groupwide risks is carried out by Controlling and the relevant accounting processes, the efficiency of the Company’s business departments. The risks that have been reported are reviewed on operations and compliance with key legal provisions and internal a quarterly basis and re-assessed until the reason for reporting a policies. These control processes also include the Company’s risk no longer exists. strategic planning, where the underlying assumptions and plans are reviewed on an ongoing basis and refined as necessary. KION GROUP AG | Annual Report 2016 A N E W E R A 26 2.4 Compliance management system questions at any time. They are also responsible for the imple- mentation of the compliance programme, particularly for provid- The Executive Board and Supervisory Board of KION GROUP AG ing advice, information and training. consider that adhering uncompromisingly to broad-ranging com- Actual or suspected incidents of non-compliance can be pliance standards is essential to sustained financial success. reported by post, email or fax. All employees can also report any That is why a comprehensive compliance programme, centring cases of non-compliance via a compliance hotline and can around the KION Group Code of Compliance, has been set up for choose to remain anonymous. KION GROUP AG and its Group companies worldwide. As part of its work, the compliance department at KION The KION Group Code of Compliance, which is available in all GROUP AG cooperates closely with the legal, internal audit and of the main languages relevant to the Group companies of KION human resources departments. The KION compliance commit- GROUP AG, provides every employee with clear guidance on tee is staffed by the heads of these departments, operating as a how to conduct their business in accordance with sound values cross-functional committee that primarily advises on, examines and ethics and in compliance with the law. The aim is for all and, if appropriate, punishes incidents of non-compliance that employees to receive regular training on the most important com- are reported. While the KION compliance department is respon- pliance subjects (e.g. competition law, data protection, communi- sible for preventing compliance violations, the internal audit unit is cation and anti-corruption). Desk-based employees can use tasked with checking the facts of reported non-compliance e-learning tools to complete the mandatory training. Employees cases. On behalf of the Executive Board, the internal auditors who do not work at a PC attend classroom-based training. In also monitor subsidiaries for compliance with regulations. If addition, classroom-based courses on compliance are held for their audits confirm cases of non-compliance, it is the task of the particular employee groups, based on an assessment of their human resources or legal department to remedy the violations level of risk (e.g. managers, sales staff). and sanction those responsible, if appropriate. Compliance activities focus on anti-corruption, liability of The presidents of the operating units are responsible for senior management / directors’ and officers’ liability, data protec- enforcing compliance. The Local Compliance Representatives tion, IT security and foreign trade / export controls. advise and support the directors and senior managers in ensur- KION GROUP AG’s compliance organisation is made up of ing compliance throughout the Group. the following committees, functions and duties: The Executive Board of KION GROUP AG bears collective 2.5 Audit-relevant processes responsibility for the functioning of compliance management within the Group; the compliance department reports to the Chief The Company’s independent auditors, Deloitte & Touche GmbH Executive Officer of KION GROUP AG. He has delegated respon- Wirtschaftsprüfungsgesellschaft, Munich, Frankfurt am Main branch sibility for ensuring compliance to the Chief Compliance Officer office, which on 15 June 2016 changed its registered company and the presidents of the operating units. Ultimate responsibility name to Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Deloitte), of course remains with the CEO of the Group. The KION com- audited the separate financial statements prepared by the Execu- pliance department, the KION compliance team and the KION tive Board of KION GROUP AG, the consolidated financial state- compliance committee provide operational support to the afore- ments and the combined management report following their mentioned functions. The KION compliance department focuses engagement by the Annual General Meeting on 12 May 2016. mainly on preventing compliance violations by providing guid- Since the audit of the 2014 separate and consolidated financial ance, information, advice and training. It manages the KION com- statements, the global lead service partner at Deloitte has been pliance team, in which local and regional compliance officers of Ms Kirsten Gräbner-Vogel. The separate financial statements, the the Group are represented. consolidated financial statements and the combined manage- The members of the compliance team at KION GROUP AG ment report are discussed by the Audit Committee and then are available to advise all Group employees and answer their approved by the Supervisory Board. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Corporate governance report 27 The independent auditors review the condensed consolidated 3. Working methods of the Executive Board interim financial statements and the condensed interim group management report for the first half of the year. The Executive Board discusses all interim reports with the Audit Committee before they are published. and Supervisory Board and composition of the committees of the Supervisory Board The Executive Board and Supervisory Board of KION GROUP AG have a close and trusting working relationship. It focuses on 2.6 Avoiding conflicts of interest ensuring the sustained success of the Company. The members of the Executive Board regularly attend Supervisory Board Conflicts of interest between the governing bodies and other meetings, unless the Supervisory Board decides to meet without decision-makers in the Company or significant shareholders go the Executive Board. against the principles of good corporate governance and are The Executive Board promptly, comprehensively and regu- likely to be harmful to the Company. KION GROUP AG and its larly reports to the Supervisory Board on the performance of governing bodies therefore adhere strictly to the Code’s recom- the KION Group. Besides the reporting obligations defined by mendations on this subject. The employees of KION GROUP AG law, the rules of procedure for the Executive Board of KION and its investees are made aware of the problem of conflicts of inter- GROUP AG set out further reporting requirements and reserva- est as part of compliance training and are bound by rules on how tions of approval in favour of the Supervisory Board. to behave in the event of actual or potential conflicts of interest. The Company attaches high priority to preventing possible 3.1 Working methods of the Executive Board conflicts of interest from occurring in the first place and to dis- pelling any impression that they might exist. This is especially The Executive Board of KION GROUP AG comprises four mem- important given the involvement of Weichai Power, whose stake bers. It is responsible for managing the Company in the Compa- has risen to 43.3 per cent. The Company achieves these aims by ny’s interest, i.e. taking account of shareholders, customers, avoiding business scenarios or personnel structures that could employees and other stakeholders with the aim of creating give the impression of a conflict of interest and by taking transparent sustainable added value. The Executive Board develops the steps that effectively prevent concerns about conflicts of interest. Company’s strategy, discusses it with the Supervisory Board and The Company’s Chief Executive Officer, Mr Gordon Riske, ensures that it is implemented. Every Executive Board member is was appointed a non-executive director of Weichai Power with responsible for his own area of responsibility and keeps his fellow effect from 24 June 2013, for which the Supervisory Board had board members informed of developments on an ongoing basis. previously given its consent. Appropriate precautions have been > TABLE 003 taken to ensure that this role at a major shareholder of the Com- pany does not create a conflict of interest relating personally to Mr Riske. Formal processes have been put in place to ensure that Mr Riske, in his role as a non-executive director of Weichai Power, is not involved in transactions that could give rise to a conflict with the interests of the KION Group. Nor is Mr Riske involved in trans- actions relating to the exercise of voting rights by Weichai Power or its subsidiaries at the Annual General Meeting of KION GROUP AG. It has been ensured that Mr Riske maintains a strict separation between his duties as a non-executive director of Weichai Power and his duties as Chief Executive Officer of KION GROUP AG and that he fulfils all of his legal obligations in the interests of the Company. KION GROUP AG | Annual Report 2016 A N E W E R A 28 Responsibilities of Executive Board members TABLE 003 Member Responsibilities Gordon Riske CEO of KION GROUP AG CEO of STILL GmbH (until 31 March 2016) LMH EMEA STILL EMEA KION Americas Dematic Corporate Strategy Corporate Communications Corporate Office Internal Audit Corporate Compliance KION Warehouse Systems Dr Thomas Toepfer CFO of KION GROUP AG Accounting / Tax Financial Services Corporate Finance Corporate Controlling Corporate HR / Labour Relations Director Legal KION GROUP IT Data Protection Logistics / Urban Health, Safety & Environment CTO KION GROUP AG R&D Product Strategy Innovation Production System Quality & Operations Purchasing Dr Eike Böhm Rules of procedure laid down by the Supervisory Board define the areas of responsibility of the Executive Board members and the way in which they work together. The full Executive Board normally meets every 14 days and meetings are chaired by the CEO. Individual Executive Board members sometimes take part via video conference. At the meetings, the board members dis- cuss measures and business that, under the Executive Board’s rules of procedure, require the approval of the full Executive Board. Resolutions of the full Executive Board are passed by sim- ple majority unless a greater majority is required by law. The CEO has a casting vote in the event of a tied vote. Resolutions of the Executive Board may also be adopted between meetings. Taking account of the requirements of section 90 AktG, the Executive Board provides the Supervisory Board with regular, timely and comprehensive information on all matters of relevance to the business as a whole relating to the intended operating policy, strategic planning, business performance, financial position, financial performance and business risks. The Chief Executive Officer discusses these matters regularly with the chairman of the Supervisory Board. The Executive Board’s rules of procedure specify that impor- tant transactions are subject to approval by the Supervisory Board. Budget planning, major acquisitions or capital expendi- ture, for example, require the consent of the Supervisory Board. The Company is represented by two members of the Execu- tive Board, by one member of the Executive Board acting con- jointly with a Prokurist (person with full commercial power of rep- resentation), or by two Prokurists. Ching Pong Quek Member of KION GROUP AG 3.2 Working methods of the Supervisory Board Executive Board / Chief Asia Pacific Officer KION APAC The Supervisory Board of KION GROUP AG advises and moni- tors the Executive Board in its management of the Company and reviews its work. The Supervisory Board is fully involved from an early stage in all decisions that are fundamental to KION GROUP AG. Every Executive Board member must disclose potential conflicts The Supervisory Board of KION GROUP AG consists of of interest to the Supervisory Board immediately and must also 16  members, eight of whom are employee representatives and inform the other Executive Board members. All transactions eight are shareholder representatives. The shareholder repre- between KION GROUP AG and Executive Board members or sentatives are elected by the Annual General Meeting by simple related parties must be concluded on an arm’s-length basis. majority. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Corporate governance report 29 The Supervisory Board has drawn up rules of procedure for its KION GROUP AG Supervisory Board, there have been five female work. These apply in addition to the requirements of the articles members. The Supervisory Board will also support the inclusion of incorporation and also define the Supervisory Board commit- of other female board members who meet the above criteria. tees. According to these rules, the chairman of the Supervisory Board coordinates its work and the cooperation with the Execu- 3.4 Working methods and composition of the committees of tive Board, chairs its meetings and represents it externally. The the Executive Board and Supervisory Board Supervisory Board meets in person at least twice in each half of a calendar year, and adopts its resolutions at these meetings. In the year under review, there were four committees at KION Between these meetings, resolutions may also be adopted in GROUP AG whose tasks, responsibilities and work processes writing, by telephone or by other similar forms of voting, provided comply with the provisions of the German Stock Corporation Act that the chairman of the Supervisory Board or, in his absence, his and the German Corporate Governance Code. The chairman of deputy, decides on this procedure for the individual case con- each committee reports regularly to the full Supervisory Board on cerned. The Supervisory Board adopts resolutions by a simple the committee’s work. The committees have each drawn up rules majority of the votes cast unless a different procedure is pre- of procedure that define their tasks and working methods. scribed by law. If a vote is tied, the matter will only be renegotiated if the majority of the Supervisory Board vote in favour of this Executive Committee option. Otherwise the Board must vote again without delay. If this The Executive Committee consists of four shareholder repre- new vote on the same matter also results in an equal number of sentatives and four employee representatives. Its chairman is votes for and against, the chairman of the Supervisory Board has always the chairman of the Supervisory Board. It prepares the a casting vote. meetings of the Supervisory Board and is responsible for ongoing matters between Supervisory Board meetings. The Executive 3.3 Objectives for the composition of the Supervisory Board Committee also prepares the Supervisory Board’s decisions relating to corporate governance, particularly amendments to the The Supervisory Board strives to ensure that its composition is comply-or-explain statement pursuant to section 161 AktG appropriate to its responsibilities and obligations. In particular, reflecting changed circumstances and the checking of adher- this means considering members’ individual qualities and skills as ence to the comply-or-explain statement. It also prepares docu- well as the specific requirements resulting from the global busi- ments for the Supervisory Board when Executive Board mem- ness activities of KION GROUP AG and its Group companies. bers are to be appointed or removed and, if applicable, when a The Supervisory Board is therefore of the opinion that the prior- new Chief Executive Officer is to be appointed. Documents relat- ity in aiming for a board composition based on diversity must be ing to any matters in connection with Executive Board remunera- on the expertise of the individual members and on a balanced tion are also compiled by the Executive Committee. In addition, mix of personal qualities, experience, skills, qualifications and the Executive Committee is responsible for resolutions concern- knowledge of all members in line with the requirements of the ing the conclusion, amendment and termination of Executive business. Consequently, it has agreed upon guidelines for the Board employment contracts and agreements with Executive selection of Supervisory Board members in the form of a diver- Board members governing pensions, severance packages, con- sity statement. This also means that the Supervisory Board’s aim sultancy and other matters and for resolutions on any matters is to have an appropriate number of women on the Supervisory arising as a result of such contracts and agreements, unless they Board and to comply with the new statutory requirements for the relate to remuneration. The responsibilities of the Executive Com- proportion of female members of supervisory boards. Since the mittee also include resolutions about the extension of loans to election of Dr Christina Reuter by the Annual General Meeting on Executive Board members, Supervisory Board members and 12 May 2016 and the appointment of Ms Claudia Wenzel by the parties related to them within the meaning of sections 89 and courts with effect from 1 November 2016 as members of the 115 AktG, as well as resolutions to approve contracts with KION GROUP AG | Annual Report 2016 A N E W E R A 30 Supervisory Board members outside their Supervisory Board Audit Committee remit. The Executive Committee should – in consultation with the The Audit Committee has four members, who are elected by the Executive Board – regularly deliberate on long-term succession Supervisory Board. Its purpose is to assist the Supervisory planning for the Executive Board. Board in performing its task of monitoring accounting pro- The Executive Committee met four times in 2016. The main cesses, compliance matters and reporting. These responsibili- topics discussed by the Executive Committee in 2016 were ties encompass monitoring the quality and integrity of the con- those concerning the acquisition of the Dematic Group, the solidated and separate financial statements (as well as related rules for Executive Board and Supervisory Board remuneration, disclosures), the internal control mechanisms, risk management the Annual General Meeting and governance matters. and the internal audit system. The Audit Committee also reviews the work carried out by the independent auditors and checks In 2016, the members of the Executive Committee were: that the independent auditors are qualified and independent. It Dr John Feldmann (chairman) is also responsible for engaging the independent auditors, Özcan Pancarci (deputy chairman since 1 November 2016) determining the focus of the audit and agreeing the fee. In addi- Dr Alexander Dibelius Joachim Hartig Denis Heljic Jiang Kui Olaf Kunz tion, the Audit Committee exercises the rights in investee com- panies set forth in section 32 (1) MitbestG. The Audit Committee met five times in 2016. The main topics discussed by the Audit Committee in 2016 were the 2015 annual financial statements, the quarterly financial statements, the Kay Pietsch (member and deputy chairman budget and the regular subject of the key elements of corporate until 31 October 2016) Hans Peter Ring governance within the Company. In 2016, the members of the Audit Committee were: Mediation Committee Hans Peter Ring (chairman) The Mediation Committee comprises the chairman of the Super- Kay Pietsch (member and deputy chairman visory Board, his deputy, an employee representative and a until 31 October 2016) shareholder representative. If the two-thirds-of-votes majority Alexandra Schädler (deputy chairman required by section 27 (3) and section 31 (3) MitbestG is not since 1 November 2016) reached in a vote by the Supervisory Board on the appointment Dr John Feldmann of an Executive Board member, the Mediation Committee must Jörg Milla (since 1 November 2016) propose candidates for the post to the Supervisory Board within one month. The chairman of the Supervisory Board does not The chairman of the Audit Committee, Hans Peter Ring, is an have a casting vote on the candidates proposed. The Mediation independent member and has the required expertise in the areas Committee did not need to be convened in 2016. of accountancy and auditing specified in sections 100 (5) and In 2016, the members of the Mediation Committee were: Dr John Feldmann (chairman) Özcan Pancarci (deputy chairman) Jörg Milla (since 1 November 2016) Kay Pietsch (until 31 October 2016) Hans Peter Ring 107 (4) AktG. Nomination Committee The Nomination Committee has four members, all of whom are shareholder representatives and are elected by the shareholder representatives on the Supervisory Board. The Nomination Com- mittee’s only task is to propose new candidates for the Super- visory Board to the Company’s Annual General Meeting. Back in December 2015, the Supervisory Board adopted a resolution, A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Corporate governance report 31 following the recommendation of the Nomination Committee, to 4. Targets for the proportion of women propose to the Annual General Meeting on 12 May 2016 that Dr  Christina Reuter be elected as a shareholder representative Germany’s ‘Act for the equal participation of women and men and succeed Mr Wolfgang Faden. There were no further changes in managerial positions in the private and public sectors’ came to the shareholder representatives on the Supervisory Board in into force on 24 April 2015. The Act requires the supervisory 2016. In its meeting on 30 November 2016 the Nomination Com- boards of companies that are listed or subject to equal share- mittee resolved to propose to the Supervisory Board to propose, holder / employee representation to define a target for the per- jointly with the Executive Board, to the Annual General Meeting centage of female executive board members. Also under the new on 11 May 2017 the election of the eight incumbent shareholder legislation, executive boards must set the targets for increasing representatives for a new term. The Nomination Committee met the proportion of women at the two management levels imme- twice in 2016, both times via a conference call. diately below the executive board. Supervisory / executive boards must set time limits within which the targets are to be achieved. In 2016, the members of the Nomination Committee were: The time limits must not exceed five years. The first targets must Dr John Feldmann (chairman) be achieved by 30 June 2017. Dr Alexander Dibelius (deputy chairman) The Executive Board and Supervisory Board of KION Birgit A. Behrendt Jiang Kui GROUP AG studied the new legal requirements carefully. As the Supervisory Board was not planning any changes to the compo- sition of the KION GROUP AG Executive Board, the target for the Ad-hoc transaction committee proportion of female Executive Board members was set at In addition to the committees that existed throughout the year, 0 per cent and applies until 30 June 2017. This position did not the Supervisory Board decided at its meeting on 10 June 2016 to change in 2016. The Executive Board of KION GROUP AG has establish an ad-hoc transaction committee in connection with the set the target for the proportion of women at 10 per cent for the acquisition of the Dematic Group. The purpose of this ad-hoc first management level immediately below the Executive Board transaction committee was to ensure that the Supervisory Board and at 30 per cent for the second level of management below the was able to participate adequately in the final phase of the trans- Executive Board. The target at each level is also to be achieved action. To this end, the committee was given the power to give by 30 June 2017. final approvals and make decisions relating both to the purchase of the Dematic Group and to the associated financing matters and corporate actions. The three meetings of the ad-hoc transac- tion committee all took the form of conference calls. Following the successful completion of the transaction, the committee was dissolved on 31 December 2016. The members of the ad-hoc transaction committee were: Dr John Feldmann (chairman) Jiang Kui Jörg Milla (from 1 November 2016) Özcan Pancarci Kay Pietsch (until 31 October 2016) Hans Peter Ring Alexandra Schädler KION GROUP AG | Annual Report 2016 A N E W E R A 32 EXECUTIVE BOARD AND SUPER- VISORY BOARD SHAREHOLDINGS AND DIRECTORS’ DEALINGS 1. Shareholdings 2. Directors’ dealings Pursuant to section 15a of the German Securities Trading Act (WpHG), members of the Executive Board and the Supervisory Board and related parties are obliged to disclose transactions involving shares in the Company or related financial instruments (such as derivatives) if the value of these transactions reaches €5,000 or more within one calendar year. The members of the As at 31 December 2016, the shares in KION GROUP AG or Company’s Executive Board and Supervisory Board did not carry related financial instruments held directly or indirectly by all mem- out any such transactions in 2016. bers of the Executive Board and Supervisory Board equated to less than 1 per cent of all the shares issued by the Company. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Disclosures relevant to acquisitions 33 Disclosures relevant to acquisitions, section 315 (4) HGB The disclosures relevant to acquisitions pursuant to section 315 (4) HGB together with the explanatory report form an inte- gral part of the combined management report. 3. Direct or indirect shareholdings in the Company that represent more than 10 per cent of the voting rights 1. Composition of subscribed capital As far as the Company is aware, only Weichai Power directly or indirectly held more than 10 per cent of the voting rights in KION GROUP AG as at 31 December 2016 and its shareholding was The subscribed capital (share capital) of KION GROUP AG 43.26 per cent. amounted to €108.79  million as at 31 December 2016. It is divided into 108.79  million no-par-value bearer shares. The – Pursuant to the German Securities Trading Act, the share- share capital is fully paid up. All of the shares in the Company holding held by Weichai Power is deemed to belong to the give rise to the same rights and obligations. Each share confers following other companies: > TABLE 004 one vote and entitlement to an equal share of the profits. The rights and obligations arising out of the shares are defined by legal provisions. As at 31 December 2016, the Company held 164,468 shares in treasury. The primary intention is to offer these treasury shares to staff as part of the KION Employee Companies and countries to which Weichai Power is deemed to belong TABLE 004 Equity Programme (KEEP). Company Registered office 2. Restrictions on voting rights or the transfer Weichai Group Holdings Limited of shares Weichai Power Co., Ltd. Shandong Heavy Industry Group Co., Ltd. Jinan, People’s Republic of China Weifang, People’s Republic of China Weifang, People’s Republic of China The Company is not aware of any agreements entered into by shareholders of KION GROUP  AG that restrict voting rights or the transfer of shares. KION GROUP AG has no rights arising from the treasury shares that it holds (section 71b AktG). Weichai Power Hong Kong Inter- national Development Co., Ltd. Hong Kong, People’s Republic of China Other People’s Republic of China Registered office Beijing, People’s Republic of China Since the reporting date, there may have been further changes to the aforementioned shareholdings of which the Company is unaware. As the shares in the Company are bearer shares, the Company only learns about changes to the size of shareholdings if they are notifiable pursuant to the WpHG or other regulations. KION GROUP AG | Annual Report 2016 A N E W E R A 34 4. Shares with special rights that confer The Supervisory Board is authorised in article 10 (3) of the authority to exert control over the Company articles of incorporation to amend the articles of incorporation provided that such amendments relate solely to the wording. There are no shares with special rights that confer the authority to exert control over the Company. 5. Type of voting right controls in cases where employees hold some of the Company’s capital and do not exercise their control rights directly 7. Authority of the Executive Board to issue or buy back shares The Annual General Meeting on 12 May 2016 authorised the Company, in the period up to 11 May 2021, to acquire for treasury up to 10 per cent of all the shares in issue at the time of the reso- lution or in issue on the date the authorisation is exercised, which- There are no cases where employees hold some of the Company’s ever is the lower. Together with other treasury shares in the pos- capital and do not exercise their control rights directly them- session of the Company or deemed to be in its possession selves. 6. Appointment and removal of members of the Executive Board; amendments to the articles of incorporation pursuant to section 71a et seq. AktG, the treasury shares bought as a result of this authorisation must not exceed 10 per cent of the Company’s share capital at any time. The Company may sell the purchased treasury shares through a stock exchange or by means of an offer to all shareholders. It may also sell the shares in return for a non-cash consideration, in particular in connection with the acquisition of a business, parts of a business or equity Members of the Company’s Executive Board are appointed and investments. In addition, the treasury shares may be offered to removed in accordance with the provisions of sections 84 and employees of the Company or of an affiliated company as part of 85 AktG and section 31 MitbestG. Pursuant to article 6 (1) of the an employee share ownership programme. The treasury shares articles of incorporation of the Company, the Executive Board can also be retired. Share buyback for trading purposes is pro- must have a minimum of two members. The Supervisory Board hibited. The authorisation may be exercised on one or more determines the number of Executive Board members. Pursuant occasions, for the entire amount or for partial amounts, in pursuit to section 84 AktG and section 6 (3) of the Company’s articles of of one or more aims, by the Company, by a Group company or by incorporation, the Supervisory Board may appoint a Chief Exec- third parties for the account of the Company or the account of a utive Officer and a deputy. Group company. At the discretion of the Executive Board, the Section 179 (1) sentence 1 AktG requires that amendments shares may be purchased through the stock exchange, by way of to the articles of incorporation be passed by resolution of the a public purchase offer made to all shareholders or by way of a Annual General Meeting. In accordance with article 23 of the public invitation to shareholders to tender their shares. The articles of incorporation in conjunction with section 179 (2) sen- authorisation to acquire shares for treasury, which existed until tence  2 AktG, resolutions at the Annual General Meeting on the adoption of a resolution on 12  May  2016 and had been amendments to the articles of incorporation are passed by simple granted by the Extraordinary General Meeting on 13 June 2013, majority of the votes cast and by simple majority of the share cap- was cancelled by the resolution on 12 May 2016. ital represented in the voting unless a greater majority is specified as a mandatory requirement under statutory provisions. The option to stipulate a larger majority than a simple majority in any other cases has not been exercised in the articles of incorporation. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Disclosures relevant to acquisitions 35 In 2016, the Company made use of the authorisation granted ated to service the debt instruments. The 2014 authorisa- on 12 May 2016 by the Annual General Meeting, purchasing tion has not been used so far. 50,000 shares in the period 12 September to 27 September 2016. During the reporting year, 45,564 of the shares acquired The 2014 Conditional Capital will be reduced by, among other that were still in treasury were used as part of the KEEP Employee things, the portion of the share capital attributable to shares Equity Programme for the employees of the Company and certain issued on the basis of the 2014 Authorised Capital. As part of the Group companies. capital increase in July 2016, 9.89 million new shares were issued – On the basis of a resolution of the Company’s Annual Gen- on the basis of the 2014 Authorised Capital. Consequently, no more conditional capital is available on the basis of which the eral Meeting on 19 May 2014, the Executive Board was Executive Board would be able to issue shares. authorised, subject to the consent of the Supervisory Board, to increase the Company’s share capital by up to €9.89 mil- lion by issuing up to 9.89 million new no-par-value ordinary bearer shares for cash and / or non-cash contributions up to and including 18 May 2019 (2014 Authorised Capital). 8. Material agreements that the Company has signed and that are conditional upon a change of control resulting from a takeover bid, and the consequent effects Based on resolutions of the Executive Board and Supervisory Board dated 18 July 2016, the 2014 Authorised Capital was In the event of a change of control resulting from a takeover bid, used in full; shareholders’ pre-emption rights were disapplied. certain consequences are set out in the following contracts (still in The capital increase was entered in the commercial register on force on 31 December 2016) concluded between Group compa- 20  July  2016. As part of this capital increase, the Company’s nies of KION GROUP AG and third parties: share capital was increased from €98.9 million to €108.79 million, a rise of €9.89  million, as a result of issuing 9.89  million new – Senior facilities agreement dated 28 October 2015, con- no-par-value bearer shares. Consequently, the Executive Board cluded between KION GROUP AG and, among others, the currently has no further authorisation from the Annual General London branch of UniCredit Bank AG. Meeting to increase the Company’s share capital. – On the basis of a resolution of the Annual General Meeting In the event that a person, companies affiliated with this person, or persons acting in concert within the meaning of section 2 (5) of on 19 May 2014, the Executive Board was also authorised, the German Securities Acquisition and Takeover Act (WpÜG) in the period up to and including 18 May 2019, to issue con- acquire(s) control over more than 50 per cent of the Company’s vertible bonds, warrant-linked bonds, profit-sharing rights voting shares, the lenders may demand that the loans drawn and / or income bonds with or without conversion rights, down be repaid and may cancel the loan facilities under the sen- warrants, mandatory conversion requirements or option ior facilities agreement. obligations, or any combinations of these instruments (referred to jointly as ‘debt instruments’) for a total par value – Acquisition facilities agreement dated 4 July 2016, concluded of up to €800 million, and to grant conversion rights and / or between KION GROUP AG and, among others, the London warrants to – and / or to impose mandatory conversion branch of UniCredit Bank AG. requirements or option obligations on – the holders / benefi- cial owners of debt instruments to acquire up to 9.89 million new shares of KION GROUP AG with a pro-rata amount of the share capital of up to €9.89  million (‘2014 Authorisa- tion’). The 2014 Conditional Capital of €9.89 million was cre- KION GROUP AG | Annual Report 2016 A N E W E R A 36 The provisions in this agreement that apply in the event of a 9. Compensation agreements that the change of control are identical to those in the senior facilities agreement dated 28 October 2015. – An agreement exists between KION GROUP AG and Volks- Company has signed with the Executive Board members or employees that will be triggered in the event of a takeover bid wagen AG for the supply of internal combustion engines. No such agreements have been concluded between the Com- This agreement includes a provision under which either party pany and its current Executive Board members or employees. may terminate the agreement without notice if there is a change in ownership involving more than 50  per  cent of the shares in either case. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 37 Remuneration report This remuneration report forms an integral part of the combined Essential features of the Executive Board remuneration system management report for KION GROUP AG. In accordance with statutory requirements and the recommendations of the German The remuneration of the Executive Board of KION GROUP AG is Corporate Governance Code (DCGK) as amended on 5 May 2015, determined in accordance with the requirements of the German the report explains the main features and structure of the remu- Stock Corporation Act (AktG) and the DCGK and is focused on neration system used for the Executive Board and Supervisory the Company’s long-term growth. It is determined so as to reflect Board of KION GROUP AG and also discloses the remuneration the size and complexity of the KION Group, its business and of the individual members of the Executive Board and Super- financial situation, its performance and future prospects, the nor- visory Board for the work that they carried out on behalf of the mal amount and structure of executive board remuneration in Company and its subsidiaries in 2016. The report also reflects the comparable companies and the internal salary structure. The requirements of German accounting standard (GAS) 17 and HGB. Supervisory Board also takes into account the relationship KION GROUP AG considers that transparency and clarity sur- between the Executive Board remuneration and the remuneration rounding both the remuneration system itself and the remuneration paid to senior managers and the German workforce of the Com- of the individual members of the Executive Board and Supervisory pany as a whole, including changes over the course of time. To Board are fundamental to good corporate governance. this end, the Supervisory Board has decided how the relevant EXECUTIVE BOARD REMUNERATION Remuneration system benchmarks are to be defined. Other criteria used to determine remuneration are the individual responsibilities and personal per- formance of each member of the Executive Board. To review the Executive Board’s remuneration, the Supervisory Board draws on remuneration comparisons, particularly comparisons with MDAX companies, and on recommendations from an external remuneration consultant who is independent both of the Execu- tive Board and of the KION Group. The Supervisory Board regu- The Supervisory Board of KION GROUP AG is responsible for set- larly reviews the structure and appropriateness of Executive ting and regularly reviewing the total pay of the individual members Board remuneration. of the Executive Board. According to the rules of procedure for the The total remuneration of the Executive Board comprises a Supervisory Board, the Executive Committee prepares all Super- non-performance-related salary and non-performance-related visory Board resolutions pertaining to remuneration. non-cash benefits, performance-related (variable) remuneration The remuneration system described below has applied to and pension entitlements. When setting the variable remunera- the members of the KION GROUP AG Executive Board since tion, the emphasis is on creating a measurement basis covering a 29 June 2013, the day after KION GROUP AG’s successful IPO number of years, thus providing the members of the Executive and listing on the Frankfurt Stock Exchange. It was approved by Board with an incentive to contribute to the sustained and long- the Annual General Meeting of KION GROUP AG on 19 May 2014 term growth of the Company. The system specifically allows for with a majority of 98.77 per cent. The Supervisory Board of the possible positive and negative developments. former KION Holding 1 GmbH had approved this system by The regular cash remuneration for a particular year, consist- adopting a resolution at its meeting on 25 April 2013 in connec- ing of a non-performance-related fixed annual salary and perfor- tion with the Company’s conversion into a public limited com- mance-related (variable) remuneration, has a heavy emphasis on pany. This resolution was based on the recommendation of what performance. If the targets set by the Supervisory Board are was then the Human Resources Committee. completely missed, only the fixed salary is paid. Taking account of the cap on one-year and multiple-year variable remuneration, the cash remuneration consists of the following components in KION GROUP AG | Annual Report 2016 A N E W E R A 38 the event that the targets are significantly exceeded and the share Additional special benefits price goes up sufficiently: – 15 per cent fixed annual salary – 24 to 27 per cent one-year variable remuneration – 58 to 61 per cent multiple-year variable remuneration. Additional special benefits have been agreed for Mr Quek because he has been sent from Singapore to China on foreign assignment. Under this arrangement, Mr Quek’s remuneration is struc- tured as if he were liable for taxes and social security contribu- The variable components of the cash remuneration make up no tions in Singapore. KION GROUP AG pays the taxes and social more than 85  per  cent, of which approximately two-thirds are security contributions that Mr Quek incurs in China and Germany multiple-year components. Both the one-year and the multiple- over and above the taxes that would theoretically apply in Singa- year components are linked to key performance indicators used pore. In 2016, this additional amount totalled €1,308  thousand by the KION Group to measure its success. The remuneration (2015: €1,299 thousand). The additional benefits also agreed with system is thus closely tied to the success of the Company and, Mr Quek include the cost of trips home to Singapore for him and with a high proportion of multiple-year variable remuneration, has his family, a company car, rental payments in Xiamen, China, and a long-term focus aimed at promoting the KION Group’s growth. private health insurance. In 2016, the additional benefits for Mr The pension entitlements consist of entitlements in respect of Quek amounted to a total of €135  thousand (2015: €158  thou- retirement, invalidity and surviving dependants’ benefits. sand). These additional benefits will be granted for as long as Mr Quek’s designated place of work is Xiamen or until his service Non-performance-related remuneration contract with KION GROUP AG ends. The Executive Board members of KION GROUP AG receive non-performance-related remuneration in the form of a fixed One-year variable remuneration annual salary (basic remuneration) and additional benefits. The fixed annual salary is paid at the end of each month in twelve The one-year variable remuneration is a remuneration compo- equal instalments, the last payment being made for the full month nent linked to the business profitability and productivity of the in which the Executive Board service contract ends. The Super- KION Group in the relevant financial year. Its amount is deter- visory Board reviews the basic remuneration at regular intervals mined by the achievement of the following targets: and makes adjustments if appropriate. The additional benefits essentially comprise use of a com- pany car and the payment of premiums for accident insurance with benefits at a typical market level. Performance-related remuneration The performance-related remuneration components consist of weighting of 30 per cent – earnings before interest, tax and amortisation (EBITA), – return on capital employed (ROCE), weighting of 30 per cent – revenue, weighting of 20 per cent – net debt, weighting of 20 per cent. a variable remuneration component measured over one year The target values for the financial components are derived from (short-term incentive) and a variable remuneration component the annual budget and specified by the Supervisory Board. measured over several years in the form of a rolling performance No bonus is paid if target achievement is 75 per cent or less share plan with a three-year term (long-term incentive). (lower target limit). In cases where the targets are significantly exceeded, the bonus can be doubled at most (capped at 200 per cent). If the targets derived from the annual budget are achieved in full, target achievement is 100  per  cent. The target achievement levels for the weighted targets (EBITA, ROCE, A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 39 revenue and net debt) are added together to give the total tar- In respect of the ROCE target, there is no entitlement if target get achievement. achievement is 75  per  cent or less. If the target is significantly The individual performance of the Executive Board members exceeded (target achievement of 135  per  cent or more), the is assessed by the Supervisory Board, which applies a discre- entitle ment is capped at 150 per cent. Regarding the relative TSR tionary performance multiple with a factor of between 0.8 and target, there is no entitlement if KION shares do not outperform 1.2. When deciding what factor to apply, the Supervisory Board the STOXX Europe TMI Industrial Engineering Index. If the KION looks at the extent to which the Executive Board members have shares outperform this index by 15 per cent or more, the entitle- achieved the individual targets set by the Supervisory Board at ment is capped at 150 per cent. If KION shares outperform the the start of the year. This factor enables the Supervisory Board to STOXX Europe TMI Industrial Engineering Index by 10  per  cent increase or reduce the bonus, calculated on the basis of the total and the ROCE targets defined each year on the basis of the target achievement for the financial targets derived from the budget are achieved, total target achievement will be 100 per cent. budget, by a maximum of 20 per cent depending on the assess- The amount paid for each tranche is determined by the final ment of individual performance. The one-year variable remuner- number of performance shares multiplied by the price of KION ation is capped at 200 per cent of the contractual target bonus shares (average price over the preceding 60 trading days) at the and is paid after the Annual General Meeting relating to the year end of the performance period. in question. Executive Board members’ individual performance is also In the event that an Executive Board member is not entitled taken into account in the multiple-year variable remuneration. At to remuneration for the entire year on which the calculation is the start of the performance period, the Supervisory Board based, the remuneration is reduced pro rata temporis. defines individual targets for the three-year period. Depending on achievement of these targets, the Supervisory Board can apply a Multiple-year variable remuneration discretionary factor to make a final adjustment to the calculation of the amount to be paid out at the end of the performance period For the members of the Executive Board, multiple-year variable by plus or minus 20  per  cent, although the maximum payment remuneration has been agreed in the form of a performance share may not exceed 200 per cent of the allocation value. plan. A very similar plan is offered to the Group’s senior managers. The plan is a cash-settled long-term incentive plan that does The basis of measurement has been defined as the total share- not include the right to receive any actual shares. Under the holder return (TSR) for KION shares compared with the STOXX requirements of German accounting standard (GAS) 17, IFRS 2 Europe Total Market Index (TMI) Industrial Engineering Index and and HGB, the total expense arising from share-based payments return on capital employed (ROCE). Each has a weighting of and the fair value of the performance share plan on the date of 50 per cent. The annual tranches granted under the plan have a granting must be disclosed. > TABLE 005 term (performance period) of three years and are paid at the end of the term, provided the defined targets have been achieved. At the start of a performance period, a conditional entitle- ment to a certain target number of performance shares is granted. This preliminary number is calculated by dividing the allocation value set out (in euros) in the service contract for the particular Executive Board member by the fair value of one performance share at the time of grant. At the end of the performance period, the preliminary number of performance shares is adjusted depending on achievement of the two targets (relative TSR and ROCE) to give the final number of performance shares. KION GROUP AG | Annual Report 2016 A N E W E R A 40 Performance Share Plan 2014 TABLE 005 Fair value of the performance share plan on the date of grant (in thousand €) Number of performance shares granted 1 Fair value per performance share on date of grant (in €) Expense for share-based remuneration in 2015 2, 3 (in thousand €) Expense for share-based remuneration in 2016 2 (in thousand €) 1,500 1,000 1,000 830 1,000 5,330 54,427 36,284 36,284 30,116 36,284 193,395 27.56 27.56 27.56 27.56 27.56 1,095 335 335 1,044 730 3,539 1,419 174 174 1,294 946 4,007 Gordon Riske Bert-Jan Knoef 4 Theodor Maurer 4 Ching Pong Quek Dr Thomas Toepfer Total 1 The target number of performance shares is calculated by dividing the allocation value by the fair value of one performance share. In this calculation, the number of performance shares is rounded to the nearest whole number where necessary. 2 The amount shown for Mr Quek includes a flat-rate allowance of 57 per cent in 2016 (2015: 50 per cent) as part of a tax equalisation agreement. 3 The amounts for Mr Knoef and Mr Maurer include the expenses recognised in the 2014 figure in connection with their departure. 4 Resigned from office on 14 January 2015; Executive Board service contract ended on 31 March 2015. Performance Share Plan 2015 TABLE 005 Fair value of the performance share plan on the date of grant (in thousand €) Number of performance shares granted 1 Fair value per performance share on date of grant (in €) Expense for share-based remuneration in 2015 2, 3 (in thousand €) Expense for share-based remuneration in 2016 2 (in thousand €) 1,500 806 83 83 830 1,000 4,302 53,210 28,576 2,956 2,956 29,443 35,474 152,615 28.19 28.19 28.19 28.19 28.19 28.19 696 193 116 116 578 464 2,164 1,180 693 40 40 1,052 787 3,792 Gordon Riske Dr Eike Böhm Bert-Jan Knoef 4 Theodor Maurer 4 Ching Pong Quek Dr Thomas Toepfer Total 1 The target number of performance shares is calculated by dividing the allocation value by the fair value of one performance share. In this calculation, the number of performance shares is rounded to the nearest whole number where necessary. 2 The amount shown for Mr Quek includes a flat-rate allowance of 57 per cent in 2016 (2015: 50 per cent) as part of a tax equalisation agreement. 3 The amounts for Mr Knoef and Mr Maurer include the expenses recognised in the 2014 figure in connection with their departure. 4 Resigned from office on 14 January 2015; Executive Board service contract ended on 31 March 2015. The fair value of the performance share plan on the date of grant was recognised pro rata temporis up to 31 March 2015. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 41 Performance Share Plan 2016 TABLE 005 Fair value of the performance share plan on the date of grant (in thousand €) Number of performance shares granted 1 Fair value per performance share on date of grant (in €) Expense for share- based remuneration in 2016 2 (in thousand €) 1,500 1,000 830 1,000 4,330 36,179 24,120 20,019 24,120 104,438 41.46 41.46 41.46 41.46 509 339 442 339 1,629 Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer Total 1 The target number of performance shares is calculated by dividing the allocation value by the fair value of one performance share. In this calculation, the number of performance shares is rounded to the nearest whole number where necessary. 2 The amount shown for Mr Quek includes a flat-rate allowance of 57 per cent as part of a tax equalisation agreement. The total expense in 2016 amounted to €9,429 thousand (2015: Pension entitlements €11,203 thousand). Upper limits on remuneration entitlement to a company pension plan consisting of retirement, KION GROUP AG grants its Executive Board members direct invalidity and surviving dependants’ benefits. In accordance with the DCGK, remuneration is subject to upper The Chief Executive Officer has a defined benefit entitlement limits on the amounts payable, both overall and also in terms of that was granted in his original service contract and was trans- the variable components. The upper limit on the total cash ferred to his Executive Board service contract when the Com- remuneration to be paid, consisting of the fixed annual salary pany changed its legal form. The amount of the entitlement is plus the one-year and multiple-year variable remuneration, dependent on the number of years of service and amounts to a equals 1.7  times the target remuneration (2015: 1.7 times) – maximum of 50 per cent of the most recent fixed annual salary excluding the non-performance-related non-cash remuneration awarded in the original service contract after the end of the tenth and other benefits paid in that financial year. Both the one-year year of service. and the multiple- year variable remuneration are capped at The present value of the previous defined benefit plan for the 200 per cent of the target value. ordinary members of the Executive Board was transferred as a starting contribution for a new defined contribution pension plan when the Company changed its legal form. The new plan is struc- tured as a cash balance plan and is also applied to new Executive Board members. KION GROUP AG | Annual Report 2016 A N E W E R A 42 For each of the other ordinary members of the Executive Board, Executive Board members are subject to a post-contractual a fixed annual contribution of €150 thousand (€124.5 thousand for non-compete agreement of one year. In return, the Company Mr Quek) is paid into their pension accounts for the duration of pays the Executive Board member compensation for the duration the member’s period of service on the Executive Board. Interest of the non-compete agreement amounting to 100 per cent of his is paid on the pension account at the prevailing statutory guaran- final fixed salary. Other income of the Executive Board member is teed return rate for the life insurance industry (applicable maxi- offset against the compensation. mum interest rate for the calculation of the actuarial reserves of In the event that Mr Riske’s appointment is not extended for life insurers pursuant to section 2 (1) of the German Regulation on reasons for which he is not responsible and he has not reached the Principles Underlying the Calculation of the Premium Reserve the standard retirement age for the statutory pension or in the (DeckRV)) until an insured event occurs. If higher interest is gen- event that Mr Riske resigns for good cause before the end of his erated by investing the pension account, it will be credited to the appointment or suffers permanent incapacity after his period of pension account when an insured event occurs (surplus). The service as a result of sickness, he will receive transitional benefits standard retirement age for the statutory pension applies. Execu- of €288 thousand per annum on the basis of previous contracts. tive Board members are entitled to early payment of the pension During his current term of office, the amount of the transitional no earlier than their 62nd birthday. In the event of invalidity or benefits will rise by €12  thousand each year up to a maximum death while the Executive Board member has an active service amount of €300  thousand per annum. Severance payments in contract, the contributions that would have been made until the the event of early termination of his appointment without good age of 60 are added to the pension account, although only a cause, compensation for the post-contractual non-compete maximum of ten annual contributions will be added. When an agreement, pension benefits that Mr Riske receives due to his insured event occurs, the pension is paid as a lump sum or, previous work for other employers and income from other use of following a written request, in ten annual instalments. his working capacity (with the exception of remuneration for work as a member of a supervisory or advisory board or a board of Termination benefits directors) will be offset against these transitional benefits. If an Executive Board member suffers temporary incapacity, In line with the DCGK, all Executive Board service contracts pro- he will receive his full fixed salary for a maximum period of six vide for a severance payment equivalent to no more than two months plus the one-year variable remuneration. In the event of years’ annual remuneration payable in the event of the contract temporary incapacity for a further six months, the Executive being terminated prematurely without good cause. The amount Board member will receive 80 per cent of his fixed salary, but only of annual remuneration is defined as fixed salary plus the variable up to a point at which the service contract is terminated. remuneration elements, assuming 100  per  cent target achieve- If an Executive Board member ceases to be employed by the ment and excluding non-cash benefits and other additional ben- Company as a result of death, the Executive Board member’s efits, for the last full financial year before the end of the Executive family will be entitled to the fixed monthly remuneration for the Board service contract. If the Executive Board service contract month in which the service contract ends and for the three sub- was due to end within two years, the severance payment is cal- sequent months, but only up to the point at which the service culated pro rata temporis. If a service contract is terminated for contract would otherwise have come to an end. good cause for which the Executive Board member concerned is responsible, no payments are made to the Executive Board mem- ber in question. The Company does not have any commitments for the payment of benefits in the event of a premature termination of Executive Board contracts following a change of control. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 43 Remuneration for members of the Executive Board in 2016 Benefits granted pursuant to the DCGK The total remuneration granted to Executive Board members for In accordance with the recommendations of the DCGK, as 2016 was €10,442 thousand (minimum: €3,618 thousand, maxi- amended on 5 May 2015, the remuneration of Executive Board mum: €17,267  thousand) (2015: €9,535  thousand). Of this members is presented in two separate tables. Firstly, the benefits amount, €2,372 thousand (2015: €2,098 thousand) was attribut- granted for the year under review, including the additional bene- able to fixed non-performance-related remuneration compo- fits and – in the case of variable remuneration components – the nents, €6,824  thousand (minimum: €0  thousand, maximum: maximum and minimum remuneration achievable are shown. €13,649  thousand) (2015: €6,372  thousand) to variable one- > TABLE 006 year and multiple-year performance-related remuneration com- ponents, €199  thousand (2015: €211  thousand) to non- Secondly, >  TABLE  007 shows the total remuneration allocated / performance-related non-cash remuneration and other benefits earned, comprising fixed remuneration, short-term variable remu- and €1,047  thousand (2015: €854  thousand) to the pension neration and long-term variable remuneration, broken down by expense in accordance with IFRS. The figure shown for one-year reference year. variable remuneration is based on a target achievement rate of 100  per  cent (minimum: 0  per  cent for target achievement of 75 per cent or less, maximum: 200 per cent for target achieve- ment of 135 per cent or more). The figure shown for multiple-year variable remuneration is the fair value of the performance share plans at the date of grant, representing full target achievement (minimum: zero payment, maximum: 200 per cent of the contrac- tual allocation value). The additional benefits were measured at the value calcu- lated for tax purposes. > TABLE 006 KION GROUP AG | Annual Report 2016 A N E W E R A 44 Benefits granted in 2016 Gordon Riske CEO of KION GROUP AG 2016 (Min) 2016 (Max) 800 20 820 0 0 0 820 633 1,453 800 20 820 1,400 3,000 3,000 5,220 633 5,853 in thousand € Non-performance- related components Fixed remuneration Non-cash remuneration and other benefits 1 Total Short-term incentive One-year variable remuneration 2 , 3 Performance- related components Share-based long-term incentive Multiple-year variable remuneration 2 , 4 Performance share plan (1 Jan 2015 – 31 Dec 2017) Performance share plan (1 Jan 2016 – 31 Dec 2018) Total Pension expense 5 Total remuneration Reconciliation to total remuneration as defined by section 285 no. 9a, 314 (1) no. 6a HGB in conjunction with GAS 17 Minus the one-year variable remuneration granted Plus the expected one-year variable remuneration (allocation) Minus the pension expense Plus the adjustment of the one-year variable remunera- tion for the previous year Total remuneration as defined by section 285 no. 9a, 314 (1) no. 6a HGB in conjunction with GAS 17 2015 800 21 821 700 2016 800 20 820 700 1,500 1,500 1,500 3,021 622 3,643 1,500 3,020 633 3,653 – 700 – 700 795 – 622 756 – 633 159 80 3,275 3,156 1 Non-performance related non-cash remuneration and other benefits include expenses and / or benefits in kind, such as the use of a company car and housing costs. 2 The amount shown for Mr Quek includes a flat-rate allowance of 57 per cent (2015: 50 per cent) as part of a tax equalisation agreement. 3 The figure shown for one-year variable remuneration is based on a target achievement rate of 100 per cent (minimum: 0 per cent for target achievement of 75 per cent or less, maximum: 200 per cent for target achievement of 135 per cent or more). The value from the year 2015 for Mr Knoef and Mr Maurer is the value defined in their termination agreements. 4 Fair value on the date of grant 5 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 45 Dr Eike Böhm CTO of KION GROUP AG Since 1 August 2015 Bert-Jan Knoef Member of KION GROUP AG Executive Board Until 14 January 2015 TABLE 006 2015 208 14 223 167 806 806 1,195 1,195 2016 500 21 521 400 1,000 1,000 1,921 155 2,076 – 167 – 400 189 0 432 – 155 19 1,217 1,972 2016 (Min) 2016 (Max) 2015 2016 2016 (Min) 2016 (Max) 500 21 521 0 0 0 521 155 676 500 21 521 800 2,000 2,000 3,321 155 3,476 19 1 20 16 13 13 48 4 52 – 16 16 – 4 9 57 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – KION GROUP AG | Annual Report 2016 A N E W E R A 46 Benefits granted in 2016 (continued) in thousand € Non-performance- related components Fixed remuneration Non-cash remuneration and other benefits 1 Total Short-term incentive One-year variable remuneration 2 , 3 Performance- related components Share-based long-term incentive Multiple-year variable remuneration 2 , 4 Performance share plan (1 Jan 2015 – 31 Dec 2017) Performance share plan (1 Jan 2016 – 31 Dec 2018) Total Pension expense 5 Total remuneration Reconciliation to total remuneration as defined by section 285 no. 9a, 314 (1) no. 6a HGB in conjunction with GAS 17 Minus the one-year variable remuneration granted Plus the expected one-year variable remuneration (allocation) Minus the pension expense Plus the adjustment of the one-year variable remunera- tion for the previous year Total remuneration as defined by section 285 no. 9a, 314 (1) no. 6a HGB in conjunction with GAS 17 Theodor Maurer Member of KION GROUP AG Executive Board Until 14 January 2015 2015 2016 2016 (Min) 2016 (Max) 19 1 20 16 13 13 48 4 52 – 16 16 – 4 9 57 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 1 Non-performance related non-cash remuneration and other benefits include expenses and / or benefits in kind, such as the use of a company car and housing costs. 2 The amount shown for Mr Quek includes a flat-rate allowance of 57 per cent (2015: 50 per cent) as part of a tax equalisation agreement. 3 The figure shown for one-year variable remuneration is based on a target achievement rate of 100 per cent (minimum: 0 per cent for target achievement of 75 per cent or less, maximum: 200 per cent for target achievement of 135 per cent or more). The value from the year 2015 for Mr Knoef and Mr Maurer is the value defined in their termination agreements. 4 Fair value on the date of grant 5 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 47 Ching Pong Quek Member of KION GROUP AG Executive Board / Chief Asia Pacific Officer Dr Thomas Toepfer CFO of KION GROUP AG TABLE 006 2016 (Min) 2016 (Max) 2015 552 158 710 498 2016 572 135 707 521 1,245 1,303 1,245 2,453 107 2,560 1,303 2,532 122 2,654 572 135 707 0 0 0 707 122 829 572 135 707 1,042 2015 500 17 517 400 2016 500 23 523 400 2,606 1,000 1,000 1,000 1,917 117 2,034 2,606 4,356 122 4,478 1,000 1,923 137 2,060 2016 (Min) 2016 (Max) 500 23 523 0 0 0 523 137 660 500 23 523 800 2,000 2,000 3,323 137 3,460 – 498 – 521 – 400 – 400 566 – 107 563 – 122 455 – 117 432 – 137 195 80 91 45 2,716 2,654 2,062 2,000 KION GROUP AG | Annual Report 2016 A N E W E R A 48 Allocation pursuant to the DCGK components, €199 thousand (2015: €211 thousand) to non-per- formance-related non-cash remuneration and other benefits and The total remuneration allocated to / earned by Executive Board €1,047 thousand (2015: €854 thousand) to the pension expense in members for 2016 was €13,407  thousand (2015: €15,521  thou- accordance with IFRS. The figure shown for one-year variable sand). Of this amount, €2,372 thousand (2015: €2,098 thousand) remuneration is based on a preliminary total target achievement was attributable to fixed non-performance-related remuneration rate of about 108 per cent calculated using preliminary earnings components, €9,789 thousand (2015: €12,358 thousand) to varia- figures at the beginning of 2017. This preliminary variable remuner- ble one-year and multiple-year performance-related remuneration ation for each Executive Board member is also subject to adjust- Allocation in 2016 in thousand € Non-performance- related components Fixed remuneration Non-cash remuneration and other benefits 1 Total Short-term incentive One-year variable remuneration 2 Performance- related components Share-based long-term incentive Multiple-year variable remuneration Performance share plan 3 (29 Jun 2013 – 31 Dec 2015) Performance share plan (1 Jan 2014 – 31 Dec 2016) Total Pension expense 4 Total remuneration Gordon Riske Dr Eike Böhm CEO of KION GROUP AG CTO of KION GROUP AG Since 1 August 2015 2015 800 21 821 875 2016 800 20 820 756 3,000 3,000 3,000 4,696 622 5,317 3,000 4,576 633 5,209 2015 208 14 223 208 0 431 431 2016 500 21 521 432 0 953 155 1,108 1 Non-performance related non-cash remuneration and other benefits include expenses and / or benefits in kind, such as the use of a company car and housing costs. 2 The figure shown for one-year variable remuneration for 2015 is the actual amount paid out, which differs from the estimated value listed in the 2015 consolidated financial statements. 3 The figure shown for multiple-year variable remuneration is the actual amount paid out, which, in Mr Quek’s case, differs from the estimated value listed in the 2015 consolidated financial statements. 4 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 49 ment by the Supervisory Board in line with the individual perfor- of a preliminary total target achievement rate of about 126 per cent mance of the Executive Board member. This adjustment may vary and is subject to the performance-based adjustment made by the by plus or minus 20 per cent of the variable remuneration. Supervisory Board (using a discretionary performance multiple) For the multiple-year variable remuneration, a payment from for individual Executive Board members. As is the case for the the 2014 tranche of the performance share plan will be made in one-year variable remuneration, this performance-based adjust- spring 2017 on the basis of the achievement of the long-term tar- ment may vary by plus or minus 20 per cent. gets that were defined in 2014 at the start of the performance The additional benefits were measured at the value calcu- period. The value shown for 2016 is also calculated on the basis lated for tax purposes. > TABLE 007 Bert-Jan Knoef Theodor Maurer Ching Pong Quek Dr Thomas Toepfer Member of KION GROUP AG Executive Board Member of KION GROUP AG Executive Board Member of KION GROUP AG Executive Board / Chief Asia Pacific Officer CFO of KION GROUP AG TABLE 007 Until 14 January 2015 Until 14 January 2015 2015 2016 2015 2016 19 1 20 16 1,255 1,255 1,290 4 1,294 – – – – – – – – – – 19 1 20 16 1,255 1,255 1,290 4 1,294 – – – – – – – – – – 2015 552 158 710 646 2016 572 135 707 563 2015 500 17 517 500 2016 500 23 523 432 2,587 2,606 2,000 2,000 2,587 3,944 107 4,051 2,606 3,877 122 3,998 2,000 3,017 117 3,134 2,000 2,955 137 3,092 KION GROUP AG | Annual Report 2016 A N E W E R A 50 The payments to be made in spring 2017 to two former members In addition to the remuneration described above for Mr Knoef and of the Executive Board from the 2014 tranche of the performance Mr Maurer, the total remuneration paid to former members of the share plan were also calculated on the basis of a preliminary Executive Board amounted to €249  thousand in 2016 (2015: total target achievement rate of about 126 per cent and amount €230 thousand). Provisions for defined benefit obligations to for- to €1,667 thousand. Of this total, €833 thousand is attributable to mer members of the Executive Board or their surviving depend- Mr Knoef and €833 thousand to Mr Maurer. ants amounting to €9,791  thousand (2015: €8,758  thousand) The table below shows the pension contributions (additions to the were recognised in accordance with IAS 19. plan) attributable to each individual Executive Board member and In the year under review, no advances were made to mem- their separate present values in accordance with IFRS > TABLE 008 bers of the Executive Board, and there were no loans. and in accordance with HGB > TABLE 009. Pension entitlements under IFRS TABLE 008 in thousand € Gordon Riske Dr Eike Böhm Bert-Jan Knoef 1 Theodor Maurer 1 Ching Pong Quek Dr Thomas Toepfer Service cost 2016 Service cost 2015 Present value (DBO) 31 Dec 2016 Present value (DBO) 31 Dec 2015 633 155 122 137 622 4 4 107 117 6,168 222 446 615 5,308 76 317 436 1 Resigned from office on 14 January 2015; the present value (DBO) as at 31 December 2015 was recognised under provisions for defined benefit obligations to former members of the Executive Board or their surviving dependants in accordance with IAS 19. Pension entitlements under HGB TABLE 009 in thousand € Gordon Riske Dr Eike Böhm Bert-Jan Knoef 1 Theodor Maurer 1 Ching Pong Quek Dr Thomas Toepfer Service cost 2016 Service cost 2015 Present value (DBO) 31 Dec 2016 Present value (DBO) 31 Dec 2015 481 139 102 107 415 3 4 79 78 4,176 191 347 527 3,970 68 263 335 1 Resigned from office on 14 January 2015; the present value (DBO) as at 31 December 2015 was recognised under provisions for defined benefit obligations to former members of the Executive Board or their surviving dependants in accordance with HGB. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 51 OUTLOOK before the start of the performance period (currently: fair value at the start of the performance period). The benchmark index used to calculate the total shareholder In 2016, the Supervisory Board reviewed and updated the return (TSR) target will be the MDAX (currently: STOXX Europe Executive Board’s remuneration system, which had remained Total Market Index (TMI) Industrial Engineering Index), to which unchanged since the IPO in 2013. The Supervisory Board KION GROUP AG belongs. In view of the share price trend that adopted the necessary resolutions for this purpose at its meet- has become established since the IPO in 2013, the target range ings on 29 June 2016 and 28 September 2016. will be adjusted so that the lower limit for the target is set at The review was based on an analysis conducted by an exter- 0 per cent outperformance (= equal performance) and the upper nal remuneration consultant who is independent of both the limit (= 200 per cent target achievement) at 20 per cent outper- Executive Board and the KION Group. It also drew on remunera- formance. If the lower limit (= equal performance) is reached, tar- tion comparisons, particularly with MDAX companies. get achievement is 50 per cent and a bonus is paid. This means On the basis of this analysis and taking account of the that target achievement is 100  per  cent if outperformance is assumptions that it had formulated, the Supervisory Board drew 6.67 per cent (currently: lower limit if outperformance is 0 per cent, up changes to the Executive Board remuneration system in 100 per cent target achievement if outperformance is 10 per cent accordance with the requirement that remuneration is appro- and upper limit if outperformance is 15 per cent). priate and in line with normal market practice and reflecting Similarly to the financial targets for the one-year variable changes at KION GROUP  AG since the current remuneration remuneration, the target range for the ROCE target has been system was introduced. linearised and the lower and upper limits have also been The structure of the remuneration, comprising fixed, one- adjusted to minus 30 per cent and plus 30 per cent below / above year variable and multiple-year variable remuneration, remains the budgeted figure. fundamentally unchanged. However, minor adjustments to the The maximum possible target achievement for the two tar- content of the individual components are to be made with effect gets, which affects the calculation of the final number of perfor- from 1  January 2017 in order to improve the transparency and mance shares at the end of the performance period, has been understandability of the system. raised to 200 per cent (currently: 150 per cent). The number of financial targets for the one-year variable For the multiple-year variable remuneration, the bandwidth of remuneration will be reduced from four to two. Starting in 2017, it the discretionary performance multiple for evaluating the individ- will be equally weighted between free cash flow and adjusted ual performance of Executive Board members was also widened EBIT. In addition, the target range has been linearised and the to a range of 0.7 to 1.3 (currently 0.8 to 1.2). In parallel to this, the lower and upper limits have been adjusted to minus 30 per cent Supervisory Board has decided to increase Executive Board and plus 30  per  cent below / above the budgeted figure (pre- members’ individual remuneration in two stages (with effect from viously: minus 25 per cent and plus 35 per cent). 1 January 2017 and 1 January 2018) and to increase the fixed The bandwidth of the discretionary performance multiple, annual contribution to Dr Toepfer’s pension from 1 January 2017. which enables the assessment of an Executive Board member’s In addition, it was decided to introduce share ownership individual performance to be reflected in the one-year variable guidelines, under which individual Executive Board members are remuneration, was widened to a range of 0.7 to 1.3 (currently: required to hold shares worth 100 per cent of their basic remu- 0.8 to 1.2). neration. This shareholding must be reached within four years For the purpose of the multiple-year variable remuneration, and held for as long as they remain on the Executive Board. the target number of performance shares at the start of a perfor- The amended Executive Board remuneration system will be mance period will, from 2017, be calculated on the basis of the put to the Annual General Meeting of KION GROUP  AG for average price of KION shares during the last 60 trading days approval on 11 May 2017. KION GROUP AG | Annual Report 2016 A N E W E R A 52 SUPERVISORY BOARD REMUNERATION Remuneration system Based on the findings of this examination, the Supervisory Board has decided to propose to the Company’s Annual General Meeting that some aspects of the remuneration system of the KION GROUP AG Supervisory Board be amended. The Super- visory Board proposes increasing the fixed annual remuneration of ordinary members from €45,000 to €55,000. The chairman of the Supervisory Board is to receive three times the amount of an The Supervisory Board’s remuneration is defined in article 18 of ordinary member, i.e. €165,000, and the deputy is to receive KION GROUP AG’s articles of incorporation. Members of the two times the amount of an ordinary member, i.e. €110,000. Supervisory Board receive fixed remuneration plus reimburse- In view of the increased responsibility attaching to Audit ment of out-of-pocket expenses. The annual remuneration Committee membership and thus the greater amount of time that amounts to €45,000 for ordinary members of the Supervisory members are required to dedicate, the Supervisory Board also Board, €75,000 for the deputy chairman of the Supervisory proposes raising the remuneration of ordinary Audit Committee Board and €105,000 for the chairman of the Supervisory Board. members from €8,000 to €15,000 and that of the Audit Commit- Additional remuneration is paid for being a member or chair- tee chairman from €16,000 to €45,000. man of a committee, although this does not apply in the case of Furthermore, the Supervisory Board proposes increasing the the Nomination Committee or the Mediation Committee pursuant attendance fee for meetings of the Supervisory Board and its to section 27 (3) of the German Codetermination Act (MitbestG). committees from €1,250 to €1,500. The annual remuneration for members of a committee is €8,000, while the chairman of a committee receives double this amount. If a member of the Supervisory Board or one of its commit- tees does not hold their position for a full financial year, remuner- Remuneration paid to members of the Supervisory Board in 2016 ation is reduced pro rata temporis. The members of the Supervisory Board receive an attend- The total remuneration paid to the Supervisory Board in 2016 was ance fee of €1,250 per day for meetings of the Supervisory Board €1,165,750. Of this amount, €973,750 was attributable to remu- and its committees, although they only receive this amount once neration for activities carried out by the Supervisory Board. The if they attend more than one meeting on the same day. remuneration paid for committee work (including attendance The Company reimburses each member for any VAT incurred fees) totalled €192,000. The following table shows the breakdown in connection with his or her remuneration. of remuneration paid to each Supervisory Board member for A D&O insurance policy without an excess has been taken 2016: > TABLE 010 out for the members of the Supervisory Board. As the general parameters have changed significantly since In 2016, no company in the KION Group paid or granted any the current remuneration arrangements for the Supervisory remuneration or other benefits to members of the Supervisory Board were decided upon in June 2013 immediately after the IPO Board for services provided as individuals, such as consulting or of KION GROUP AG, the Supervisory Board decided it would be brokerage activities. Nor were any advances or loans granted to appropriate to also review the Supervisory Board’s remuneration members of the Supervisory Board. last year, in addition to that of the Executive Board. To this end, an experienced consultancy was commissioned to examine the appropriateness and market conformity of Supervisory Board remuneration at KION GROUP AG. A N E W E R A Annual Report 2016 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 53 Supervisory Board remuneration TABLE 010 Dr John Feldmann (chairman) €105,000 €24,000 €22,500 €151,500 Fixed remuneration Committee remuneration Attendance fee Total remuneration Özcan Pancarci (deputy chairman; committee from 1 Nov) Birgit Behrendt Holger Brandt Dr Alexander Dibelius Wolfgang Faden (until 12 May) Joachim Hartig Denis Heljic Jiang Kui* Olaf Kunz Jörg Milla (committee from 1 Nov) Kay Pietsch (until 31 Oct) Christina Reuter (from 12 May) Hans Peter Ring Alexandra Schädler Tan Xuguang* Claudia Wenzel (from 1 Nov) Xu Ping* Total €75,000 €45,000 €45,000 €45,000 €18,750 €45,000 €45,000 €45,000 €45,000 €45,000 €37,500 €30,000 €45,000 €45,000 €45,000 €7,500 €45,000 €1,333 – – €8,000 – €8,000 €8,000 €8,000 €8,000 €1,333 €13,333 – €24,000 €8,000 – – – €15,000 €11,250 €12,500 €15,000 €2,500 €16,250 €16,250 €17,500 €15,000 €12,500 €20,000 €6,250 €20,000 €21,250 €5,000 €2,500 €8,750 €91,333 €56,250 €57,500 €68,000 €21,250 €69,250 €69,250 €70,500 €68,000 €58,833 €70,833 €36,250 €89,000 €74,250 €50,000 €10,000 €53,750 €813,750 €112,000 €240,000 €1,165,750 * Withholding tax (pursuant to section 50a of the German Income Tax Act (EStG)) incl. the reunification surchage was also paid over: €62,513 €3,704 €14,471 €80,688 KION GROUP AG | Annual Report 2016 A N E W E R A COMBINED MANAGEMENT REPORT Contents 55 COMBINED MANAGEMENT REPORT 56 57 57 66 69 71 71 74 90 93 PRELIMINARY REMARKS FUNDAMENTALS OF THE KION GROUP Profile of the KION Group Strategy of the KION Group Management system REPORT ON THE ECONOMIC POSITION Macroeconomic and sector-specific conditions Financial position and financial performance of the KION Group KION GROUP AG Non-financial performance indicators 102 OUTLOOK, RISK REPORT AND OPPORTUNITY REPORT 102 104 111 Outlook Risk report Opportunity report T R O P E R T N E M E G A N A M C S T N S E T M N E E T M A E T T S A L T A S I C L A N I A C N N I F A N I D F D N O N I O T I A T M A R M O R F O N F I N L I A L N A O N I O T I I T D I D D A D A E E A N E W E R A KION GROUP AG | Annual Report 2016 C Lagebericht_en.indd 54 01.03.17 18:38 C Lagebericht_en.indd 55 25.02.17 13:49 COMBINED MANAGEMENT REPORT Contents 55 COMBINED MANAGEMENT REPORT 56 57 57 66 69 71 71 74 90 93 PRELIMINARY REMARKS FUNDAMENTALS OF THE KION GROUP Profile of the KION Group Strategy of the KION Group Management system REPORT ON THE ECONOMIC POSITION Macroeconomic and sector-specific conditions Financial position and financial performance of the KION Group KION GROUP AG Non-financial performance indicators 102 OUTLOOK, RISK REPORT AND OPPORTUNITY REPORT 102 104 111 Outlook Risk report Opportunity report T R O P E R T N E M E G A N A M C S T N S E T M N E E T M A E T T S A L T A S C L A N A C N N A F N D F I I I I A N E W E R A KION GROUP AG | Annual Report 2016 I I I T D D D A D A E E C Lagebericht_en.indd 54 25.02.17 13:49 C Lagebericht_en.indd 55 25.02.17 13:49 D I I N O N O T A T M A R M O R F O N F N L A L N A O N O T I I I 56 Preliminary remarks COMBINED MANAGEMENT REPORT This management report combines the group management report and the management report of KION GROUP AG. It is pub- lished instead of a group management report in the annual report of KION GROUP AG. In it, we report on the course of business (including business performance), the position and the expected development of the Group and KION GROUP AG. The combined management report for the year ended 31 December 2016 is the first such report to be produced. Previously, the management report for KION GROUP AG and the group management report for the KION Group were produced separately. Unless stated oth- erwise, the information on the following pages refers both to the Group and to KION GROUP AG. Sections that only contain infor- mation on KION GROUP AG are indicated as such. The report on the economic position includes a separate section containing dis- closures for KION GROUP  AG in accordance with the German Commercial Code (HGB). A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Preliminary remarks Fundamentals of the KION Group 57 Fundamentals of the KION Group PROFILE OF THE KION GROUP Management and control Corporate governance Organisational structure The KION Group follows generally accepted standards of sound, responsible corporate governance. The German Corporate The KION Group is one of the world’s leading suppliers of material Governance Code (DCGK) provides the framework for manage- handling solutions. With a portfolio of products, technologies and ment and control. As required by section 289a of the German services that is unparalleled in the global market, ranging from Commercial Code (HGB), the corporate governance standards industrial trucks and warehouse trucks to fleet and warehouse that the Group applies are set out in the declaration on corporate management systems and fully automated supply chain solu- governance. This declaration also contains the comply-or-explain tions, the KION Group is a full-service provider catering to statement pursuant to section 161 AktG, which was issued by the customers of all sizes in all kinds of industries. The acquisition of Executive Board and Supervisory Board of KION GROUP AG on Dematic in 2016 (see page 128) also makes the KION Group the 14 December 2016, and the corporate governance report pursuant intralogistics partner of choice for Industry 4.0. to section 3.10 of the German Corporate Governance Code, With around 30,000 highly qualified employees and four which also provides information about the compliance standards international brands, Linde, STILL, Dematic and Baoli, the KION in the Group. The declaration on corporate governance can be Group is represented in more than 100 countries and in all of the viewed and downloaded on the Company’s website. It also forms major market and price segments. More than 1.2 million industrial part of this annual report. trucks and over 6,000 installed systems are deployed by custom- The essential features of the remuneration system are ers in all industries and of all sizes on six continents. described in the remuneration report, which is part of the 2016 The KION Group comprises the parent company KION combined management report and can be found in the ‘Remu- GROUP  AG, which is a public limited company under German neration report’ section of this annual report. The total amounts law, and its subsidiaries. The KION Group’s strategic manage- for Executive Board remuneration and Supervisory Board remu- ment holding company, KION GROUP AG, is listed on the Frankfurt neration are reported in the notes to the consolidated financial Stock Exchange and is part of the MDAX, the STOXX Europe statements (note [45]). 600 and the FTSE Euro Mid Cap. Details of treasury shares (pursuant to section 160 (1) no. 2 of the German Stock Corpora- Disclosures relevant to acquisitions tion Act (AktG)) are provided in note [28] ‘Equity’ in the notes to the financial statements of KION GROUP AG. The disclosures relevant to acquisitions (pursuant to section 315 (4) The strategic anchor shareholder of KION GROUP  AG is HGB) together with the explanatory report form an integral part of Weichai Power (Luxembourg) Holding S.à r.l., Luxembourg, a the combined management report and can be found in the ‘Dis- subsidiary of Weichai Power Co. Ltd., which held 43.3 per cent of closures relevant to acquisitions’ section of this annual report. the shares at the end of 2016 as far as the Company is aware. The free float accounted for 56.6  per  cent of the shares, while the Executive Board remaining 0.1 per cent were treasury shares. The Executive Board of KION GROUP  AG is responsible for the operational management of the KION Group. As before, it had four members at the end of 2016. In July 2016, the Super- visory Board of KION GROUP AG extended the appointment of Chief Executive Officer Gordon Riske by a further five years to 30 June 2022. KION GROUP AG | Annual Report 2016 A N E W E R A 58 During the year under review, the responsibilities of the Executive Formed at the end of 2015, the Group Executive Committee Board members were adjusted to reflect changes to the Group’s (GEC) advises the Executive Board of KION GROUP AG and pro- structure. The steering of the Industrial Trucks & Services, Supply vides input from the operating units. The committee comprises Chain and Corporate Services segments is the joint responsibility the Executive Board members as well as the presidents of the of the entire Executive Board. The segment Industrial Trucks & operating units. The President and Chief Executive Officer of Services, following the acquisition of Dematic, encompasses Dematic joined the GEC with effect from 1 November 2016. activities relating to industrial trucks plus supporting financial ser- The Executive Board maintains a relationship of trust with, vices. The industrial truck business in the segment Industrial and is monitored by, the Company’s Supervisory Board. Trucks & Services is made up of four operating units – Linde Mate- rial Handling EMEA (LMH EMEA), STILL EMEA, KION Americas Supervisory Board and KION APAC – in order to do even more to meet the specific customer and market requirements of the world’s key regions and The Supervisory Board, which was formed in accordance with to leverage cross-brand synergies. The KION Group’s second the German Codetermination Act (MitbestG), comprises 16 peo- segment is now Supply Chain Solutions, which has been signifi- ple. It advises the Executive Board in its handling of significant cantly strengthened by the arrival of Dematic and constitutes the matters and business transactions. To increase the efficiency of fifth operating unit, Dematic, which also includes Egemin Automa- its work, the Supervisory Board is supported by four committees: tion and Retrotech. the Nomination Committee, the Executive Committee, the Audit As at 31 December 2016, the responsibilities of the Execu- Committee and the Mediation Committee. tive Board members were as follows: The Annual General Meeting elected Dr Christina Reuter to – Gordon Riske, Chief Executive Officer (CEO), is responsible the Supervisory Board on 12 May 2016. She replaced Wolfgang Faden, who stepped down from the Supervisory Board. In addi- for the LMH EMEA, STILL EMEA, and KION Americas oper- tion, Mr Kay Pietsch resigned from his position as a member of ating units in the Industrial Trucks & Services segment and the KION GROUP  AG Supervisory Board with effect from the Dematic operating unit in the Supply Chain Solutions 31 October 2016. Ms Claudia Wenzel, deputy chairwoman of the segment. He also remains in charge of the following group plants I & II work council at Linde Material Handling GmbH, functions: corporate strategy, corporate communications, Aschaffenburg, was appointed by the courts to succeed corporate office, internal audit, corporate compliance and Mr  Pietsch as an employee representative on the Supervisory KION Warehouse Systems. – Dr Eike Böhm, in his role as Chief Technology Officer (CTO), has groupwide responsibility for research and development Board of KION GROUP AG with effect from 1 November 2016. (R&D) and for product strategy, including innovation, the pro- Business model duction system, quality & operations and purchasing. – Ching Pong Quek, Chief Asia Pacific Officer, heads up the The KION Group’s business model is designed so that customers KION APAC operating unit and thus the entire Asia business of all sizes and from all kinds of industries can obtain the full within the Industrial Trucks & Services segment. – Dr Thomas Toepfer is Chief Financial Officer (CFO) and his spectrum of material handling products and services from a single source. Thanks to its broad technology base, diversified responsibilities include corporate accounting & tax, finan- product portfolio and worldwide service network, the KION cial services, corporate finance, corporate controlling, cor- Group has the most comprehensive portfolio of such products porate HR / Labour Relations Director, legal affairs, KION and services in the market. Group IT, data protection, health, safety & environment and The KION Group divides its business into two segments for logistics / Urban. management purposes: Industrial Trucks & Services, which cov- ers activities relating to industrial trucks plus supporting financial A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 59 services, and Supply Chain Solutions, which focuses on intelli- requirements, the segment manufactures major components gent supply chain and automation solutions. The two segments itself – notably lift masts, axles, counterweights and safety equip- of the KION Group complement each other as they each have a ment. Other components – such as hydraulic components, strong market position and regional presence, which opens up electronic components, rechargeable batteries, engine compo- opportunities for increasing revenue. The Supply Chain Solutions nents and industrial tyres – are purchased through the global segment makes use of the service network and the reputation of procurement organisation. the brands of the industrial truck business in key markets such as As a rule, industrial trucks are built according to the custom- Europe, China and Brazil, while the Industrial Trucks & Services er’s individual specifications. Advantages for customers in terms segment benefits from the strong standing of the supply chain of total cost of ownership (TCO) underpin the international Linde solutions business in the US and European automation markets. and STILL brands’ premium positioning. The trucks’ hallmarks Aligning the products and services with customers’ requirements are cost-efficiency, high productivity and high residual values. will be a focus project within the Group’s strategy (see page 66) The international Baoli brand serves the lower end of the volume in the years ahead, culminating in an integrated, customer-cen- segment and the economy segment. tric KION Group business model. The segment is underpinned by an extensive sales and ser- vice network comprising around 1,400 outlets in over 100 coun- Industrial Trucks & Services segment tries and staffed by approximately 16,000 service employees. Around half of them are employed by the KION Group. In other So that it can fully cater to the needs of material handling custom- cases, the operating units rely on external dealers. ers worldwide, the business model of the Industrial Trucks & The worldwide vehicle fleet, which comprised more than Services segment covers key steps of the value chain: product 1.2 million industrial trucks at the end of 2016, provides a stable development, manufacturing, sales and logistics, spare parts basis for the spare parts, maintenance and repair business. The business, truck rental and used trucks, fleet management and service business, which includes financial services, helps to financial services that support the core industrial truck business. smooth out fluctuations in the segment’s revenue and reduces The segment operates a multi-brand strategy involving the dependency on market cycles. This business also strengthens three international brands Linde, STILL and Baoli plus the three customer relationships, thereby helping to generate sales of new national brands Fenwick, OM STILL and Voltas. trucks. Extensive supplementary services are offered, mainly for The segment earns a good half of its revenue by selling premium products. However, the proportion of service business industrial trucks. The product portfolio includes counterbalance is continually increasing in the other price segments too. trucks powered by an electric drive or internal combustion engine, There are also individual orders for repairs and maintenance warehouse trucks (ride-on and hand-operated) and towing vehi- work as well as for spare parts. In addition, the segment looks cles for industrial applications. It covers all load capacities, from after entire customer fleets, using special software to monitor the one to 18 tonnes. Worldwide research and development activi- trucks in the fleets and to enable customers to efficiently manage ties (R&D) enable the Industrial Trucks & Services segment to their fleets. consolidate its technology leadership, which it is extending in the The operating units also have extensive used truck and rental areas of innovative, energy-efficient and low-emission drive tech- truck businesses, allowing peaks in capacity requirements to be nologies and hydrostatic and diesel-electric drive systems. In this met and customers to be supported after their leases have field, the KION Group operates a total of 15 production facilities expired. for industrial trucks and components in eight countries. Produc- Financial services support new truck business in many mar- tion got under way at the new factory in Stříbro, which is near kets, forming another pillar of the service business. About half of Plzeň in the Czech Republic, during the year under review. So that all new trucks are financed via the KION Group itself or via exter- it can ensure security of supply and the availability of spare parts nal banks and dealers. Offering financial services is therefore part for important components in order to meet customers’ specific of the truck sales process, and end customer finance is generally KION GROUP AG | Annual Report 2016 A N E W E R A 60 linked to a service contract throughout the term of the finance The (new) project business (business solutions) covers every agreement. In the main sales markets with a high volume of phase of a new installation: analysis of the customer’s needs and financing and leasing, financial activities are handled by legally the general parameters, provision of appropriate advice, computer independent financial services companies. These activities simulation of bespoke intralogistics solutions in the customer’s include long-term leasing to customers and internal financing of individual environment, technical planning and design of the sys- the operating units’ short-term rental fleets. tem, implementation of the control technology and its integration into the customer’s existing IT infrastructure, site and project man- Supply Chain Solutions segment agement, plant monitoring and support for the customer during implementation of the system, including training for the workforce. The Supply Chain Solutions segment, with its Dematic operating The system components, which are specified in detail for unit, is a strategic partner to customers in a variety of industries, each customer project, such as automatic guided vehicles, pal- supplying them with integrated technology and software solutions letisers, storage and picking equipment including automated with which to optimise their supply chains. Manual and automated storage and retrieval systems, sorters and conveyors, are manu- solutions are provided for all functions along customers’ supply factured inhouse at ten production facilities or, in some cases, by chains, from goods inward and multishuttle warehouse systems quality-assured third parties. to picking and automated palletising. Picking equipment con- The breadth of this offering allows the segment to offer a trolled by radio, voice or light is available for nearly all goods and one-stop shop for modernisation work and services (customer packaging types, whether it is used for case, individual item, split- solutions), which usually cover the entire lifetime of an installa- case or pallet picking. Automated storage and retrieval systems tion. The installed base of 6,000 or so systems provides signifi- (ASRS) such as RapidStore and high-performance picking sta- cant potential for this business, including on-site support pro- tions (RapidPick) can be used to achieve very fast throughput vided by approximately 1,700 employees in around 30 countries. times and picking rates. At the same time, cross-docking solu- > DIAGRAM 003 tions increase the efficiency of the system as a whole by eliminat- ing the unnecessary handling and storage of goods. Real-time management of the supply chain solutions is based on the proprietary, open software platform Dematic iQ, which can be easily integrated into customers’ existing application land- scape. Dematic iQ offers much more than traditional warehouse management systems, helping with the data-based optimisation of all processes to ensure seamless order processing. It also sup- ports performance management functions for measuring and controlling performance. Through its Dematic, Egemin Automation and Retrotech brand companies, this segment is primarily involved in customer- specific, longer-term project business. With global resources, ten production facilities worldwide and regional teams of experts, Dematic is able to plan and deliver logistics solutions with varying degrees of complexity anywhere in the world. A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 61 Production sites of the KION Group Production sites of the KION Group DIAGRAM 003 Zwijndrecht Châtellerault Offenbach Reutlingen Milan Hamburg Bielefeld Geisa Kahl Aschaffenburg Luzzara Stříbro Český Krumlov Weilbach Industrial Trucks & Services Brazil Indaiatuba / São Paulo: Counterbalance trucks with electric drive or IC engine, warehouse technology China Jingjiang: Counterbalance trucks with electric drive or IC engine, warehouse technology Xiamen: Counterbalance trucks with electric drive or IC engine, heavy trucks, warehouse technology Germany France Châtellerault: Warehouse technology India Pune: Counterbalance trucks with electric drive or IC engine, warehouse technology Aschaffenburg: Counterbalance trucks with electric drive or IC engine, warehouse technology Geisa: Component production Italy Luzzara: Warehouse technology Czech Republic Hamburg: Counterbalance trucks with electric drive or IC engine, warehouse technology, components Český Krumlov: Component production Stříbro: Warehouse technology Kahl: Spare parts warehouse, component production United States Reutlingen: Very narrow aisle trucks Weilbach: Component production Summerville: Counterbalance trucks with electric drive or IC engine, warehouse technology KION GROUP AG | Annual Report 2016 A N E W E R A 62 Supply Chain Solutions Supply Chain Solutions Australia Australia Sydney: Conveyors and sorters, storage and retrieval systems, Sydney: Conveyors and sorters, storage and retrieval systems, picking systems, automated guided vehicle systems, picking systems, automated guided vehicle systems, system components, mainly racking system components, mainly racking Belgium Belgium Zwijndrecht: Automated guided vehicle systems Zwijndrecht: Automated guided vehicle systems China China Suzhou: Conveyors and sorters, storage and retrieval systems, Suzhou: Conveyors and sorters, storage and retrieval systems, picking systems picking systems Germany Germany Bielefeld: Conveyors and sorters Bielefeld: Conveyors and sorters Offenbach: Conveyors and sorters, storage and retrieval systems, Offenbach: Conveyors and sorters, storage and retrieval systems, picking systems picking systems Italy Italy Milan: Conveyors and sorters Milan: Conveyors and sorters Mexico Mexico Monterrey: Conveyors and sorters, storage and retrieval systems, Monterrey: Conveyors and sorters, storage and retrieval systems, picking systems picking systems United States United States Grand Rapids: Conveyors and sorters, system components, Grand Rapids: Conveyors and sorters, system components, mainly for loading trailers Holland: Automated guided vehicle systems Salt Lake City: Conveyors and sorters, storage and retrieval systems, picking systems, automated guided vehicle systems, system components, mainly RapidPick Pune Holland Grand Rapids Salt Lake City Summerville Monterrey Indaiatuba Jingjiang Suzhou Xiamen Sydney A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 63 Market and influencing factors Influencing factors in the Industrial Trucks & Services segment Industrial trucks and warehouse systems are essential elements Measured in terms of unit sales of new trucks, the growth of the in the production and logistics processes of many manufacturers market for industrial trucks has exceeded global economic as well as in wholesale and retail. The main growth drivers are the growth over the past ten years (2006–2016), rising at an average advancing interconnectivity of the global economy and speciali- of 3.3 per cent per year. However, it should be noted that these sation of companies, which require additional transport services statistics do not include price effects or the contribution from the between what are becoming increasingly fragmented value service business. chains and supply chains. Moreover, complex processes are Measured in terms of units ordered, 37.6  per  cent of the increasingly being digitalised as part of Industry  4.0, calling for global market was attributable to IC trucks in 2016, while electric intelligent and connected trucks and logistics solutions. forklift trucks accounted for 17.4 per cent and warehouse trucks Both segments are exposed to the industry’s cyclical fluctua- for 45.0  per  cent. Due to more stringent emissions regulations tions. Economic conditions in the different regions and the rates and the expansion of e-commerce, the KION Group expects the of growth in global trade are therefore key influencing factors for segmentation of the market to shift even more towards electric the KION Group. Nonetheless, the market for material handling forklift trucks and warehouse trucks, which are particularly suita- solutions is a global growth market whose rates of expansion in ble for use in buildings. In the developed economies, these two recent years have consistently exceeded the pace of global eco- product categories – in which the KION Group is particularly nomic growth. The economic situation is also affected by compe- strongly positioned – already account for the bulk of the market tition levels, exchange rates and changes in commodity prices. volume. By contrast, counterbalance trucks with an internal com- Another important influencing factor is the economic develop- bustion engine (diesel trucks) make up a comparatively high pro- ment of individual customer segments. The most important and portion of the total volume in growth regions. fastest-growing of these is the e-commerce sector. Increasing In emerging markets, demand for logistics services on the complexity, cost pressures and shifting customer expectations back of increasing consumer spending is being fuelled by the require shorter lead times, an optimum flow of goods, lower expansion of industrial and public infrastructure as well as rising inventories and process reliability. living standards. In mature markets, where supply chains are Regulatory frameworks have a major impact on the business highly sophisticated, the large number of trucks in use provides model, both in the Industrial Trucks & Services segment and in a strong base for replacement business and high demand for the Supply Chain Solutions segment. The products and services services. The KION Group estimates that a high proportion of of companies in the KION Group have to comply with the specific sales in western Europe are accounted for by replacement legal requirements in their respective markets. Compliance with investments. the different requirements has to be verified or certified. Many of In the long-term, due to rising customer expectations in terms the legal requirements are enshrined in product-specific standards of quality, efficiency and eco-friendliness of industrial trucks, the and other norms (e.g. EN, ISO and DIN). middle (volume) price segment is likely to become increasingly Legal requirements also apply to the construction and oper- important for the growth markets in particular. At the same time, ation of production facilities, including in relation to air pollution there is mounting competitive pressure as some manufacturers in avoidance, noise reduction, waste production & disposal and the economy segment based in emerging markets are pursuing health & safety. Furthermore, the KION Group fulfils all of the legal an international expansion strategy. In the premium segment, provisions pertaining to exports and financing business. customers are much more focused than before on optimising total cost of ownership and on the integration of fully automated intralogistics solutions. In 2016, according to the KION Group’s estimates, the premium price segment and the economy price segment each accounted for between 25 per cent and 30 per cent KION GROUP AG | Annual Report 2016 A N E W E R A 64 of units ordered in the market for industrial trucks. The remainder In 2016, the Industrial Trucks & Services segment achieved a was attributable to the volume price segment, making it the larg- 15.0  per  cent share of the global market based on unit sales est in terms of units sold. (2015: 15.0 per cent) and is thus the second-largest manufacturer of industrial trucks. At the same time, the KION Group is the Influencing factors in the Supply Chain Solutions segment world’s leading producer of electric forklift trucks. It remained the market leader across all product categories in Europe. The KION The market for automation solutions has seen average annual Group also became the top manufacturer in India. In China, it is growth of around 8 per cent in the five years (2010 – 2015) accord- still the leading foreign manufacturer and number three overall. ing to the Modern Materials Handling website, which measured And in Brazil, the KION Group is the number one for electric fork- the revenue of the 20 largest manufacturers and took account of lift trucks and warehouse trucks. minor consolidation effects. This market therefore expanded at a Based on the Modern Materials Handling’s ranking the Sup- much faster rate than global economic output. ply Chain Solutions segment with Dematic, Egemin and Retro- The growth of e-commerce is the main influence on demand tech together rank as one of the three largest suppliers. Dematic for automated supply chains. According to market analysis by the is a leading provider of automated technology for supply chains, E-Commerce Foundation, global online trading expanded at an while Egemin Automation has a particularly high profile in the average rate of around 22 per cent between 2012 and 2016. The fields of automated warehouse systems and automated guided market research institution eMarketer forecasts that the volume vehicle systems. will more than double again by 2020. This calls for new, more decentralised warehouse and logistics capacity that enables faster deliveries and, due to automated processes, keeps down The segments and their products and services personnel expenses and floor space costs. The digitalisation and automation of production and supply The KION Group’s market activities are divided into five operating chains in the context of Industry 4.0 and the multichannel strate- units: LMH EMEA, STILL EMEA, KION APAC, KION Americas gies being adopted in traditional industries – e.g. supermarket and Dematic. While the operating units have full operational and chains, grocery wholesale and retail, fashion, food and beverage commercial responsibility within their markets, KION GROUP AG manufacturing, and parcel and courier services – are also con- is the strategic management holding company and is responsible tributing to the growing need for ever more efficient supply chain for the groupwide strategy and groupwide business standards. solutions. This calls for concepts and solutions that help manu- During the year under review, the segment structure was facturers, retailers, wholesalers and service providers to keep up amended in line with the changed internal management struc- with rapidly changing consumer requirements. Technological tures following the completion of the Dematic acquisition. progress, e.g. in the field of robot-operated picking systems, is Dematic has only been included for two months. For internal also fuelling buy-in for automation concepts. management purposes, the KION Group has divided its operat- Market position ing business into two segments that correspond to segments, as required by international financial reporting standards (IFRS 8). The KION Group overall has three segments, which are also presented retrospectively for the 2015 financial year. The The KION Group is a global leader in industrial trucks, related ser- industrial truck business, including the supporting financial ser- vices and supply chain solutions. Across more than 100 countries vices, is now shown in the Industrial Trucks & Services segment, worldwide, it designs, builds and supports logistics solutions that while activities focusing on automated supply chain solutions optimise the flow of material and information within factories, make up the Supply Chain Solutions segment. Egemin Automa- warehouses and distribution centres. tion (including Retrotech, which was acquired in 2016) now belongs to the Supply Chain Solutions segment, which is A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 65 Segment overview in € million Industrial Trucks & Services Supply Chain Solutions Corporate Services Consolidation / reconciliation Total Revenue Adjusted EBIT ¹ Employees ² 2016 5,202.6 366.0 242.0 – 223.4 5,587.2 2015 5,044.7 33.0 219.4 – 199.3 5,097.9 2016 586.9 6.0 305.9 – 361.5 537.3 2015 529.5 2.0 153.3 – 202.0 482.9 2016 23,064 6,810 670 – 30,544 23,506 TABLE 011 2015 22,637 323 545 – 1 Adjusted for PPA items and non-recurring items 2 Number of employees (full-time equivalents) as at balance sheet date 31/12/ headed up by Dematic. The Corporate Services segment com- consists of forklift trucks and warehouse trucks plus associated prises the other activities and holding functions of the KION services, including automation and fleet management. Group. > TABLE 011 Baoli is the international brand for the lower end of the volume segment and the economy segment. Building on its base in China Industrial Trucks & Services segment and other growth markets in Asia, it is expanding its sales struc- tures in Europe as well as in Central, South and North America. The Industrial Trucks & Services segment encompasses the Voltas is the national brand company for the Indian market, activities of the brands Linde, STILL, Fenwick, OM STILL, Baoli through which the KION India Pvt. Ltd. subsidiary manufactures and Voltas plus the financial services business. The industrial and sells electric and IC forklift trucks and warehouse trucks. truck business has been organised into four operating units to KION Financial Services (FS) is an internal funding partner for ensure efficient and close cooperation across all regions and the industrial trucks business, providing finance solutions to sup- brands: LMH EMEA and STILL EMEA, which each concentrate port sales. Its activities comprise the financing of long-term leas- on Europe, the Middle East and Africa, plus KION APAC and ing business for external customers, the internal financing of the KION Americas, which hold cross-brand responsibility for the short-term rental business and the related risk management. In Asia-Pacific region and the Americas respectively. the large sales markets with a high volume of financing and leas- Linde is an international premium brand and a technology ing, legally independent FS companies handle this business. leader. Among its other selling points, it meets customers’ highest requirements regarding technology, efficiency, functionality and design. The product portfolio ranges from warehouse trucks to heavy trucks and caters to all of the major application areas. In France, Linde products are sold under the Fenwick brand. STILL is predominantly an international premium provider of trucks with electric and diesel-electric drives. It mainly focuses on the European and Latin American markets, with the national brand OM STILL serving the Italian market. The STILL portfolio KION GROUP AG | Annual Report 2016 A N E W E R A 66 Supply Chain Solutions segment From a technological perspective, the focus is on incorporat- ing intelligent industrial trucks and fleet management services The Supply Chain Solutions segment brings together the activi- into integrated, automated and bespoke supply chain solutions ties of the Dematic, Egemin Automation and Retrotech brands. using the Dematic iQ software platform. To this end, Dematic will The Dematic operating unit is responsible for the shared, cross- be integrated into the KION Group’s tried-and-tested global CTO brand market presence of the portfolio of automated supply structure (see page 96). chain solutions. In sales, priority will be given to joint business development Dematic is a leading global supplier of advanced integrated on the basis of combined portfolios. Dematic can make use of the automation technology as well as software and services for opti- comprehensive sales and service organisation of Linde and STILL mising supply chains and meeting customers’ supply chain solu- in Europe while, conversely, Dematic’s strong market position in tion requirements. Its portfolio of products and systems com- North America and elsewhere should help to stimulate the truck prises automated guided vehicle systems, palletisers, storage business outside Europe. and picking equipment including automated storage and retrieval At the same time, the intelligent alignment of the production systems, sorters and conveyors, a leading integrated software infrastructure and shared use of corporate services should platform and automation technologies. The offerings from increase efficiency across the Group. This is expected to gener- Egemin, which focuses on automated guided vehicle (AGV) sys- ate cost synergies equating to 1 – 2 per cent of Dematic’s revenue tems, and Retrotech, which specialises in modernising storage within the next two to three years. and retrieval systems and in retrofitting systems, enhance and Overall, this action plan should generate profitable growth in complement Dematic’s products and services. the two segments, balance out the revenue structure and, at the same time, secure their technological position. Corporate Services segment The Corporate Services segment comprises holding companies Objectives of the Strategy 2020 and other service companies that provide services such as IT and logistics across all segments. The Strategy 2020 continues to provide the guiding framework for STRATEGY OF THE KION GROUP the KION Group. Although originally formulated for what is now the Industrial Trucks & Services segment, it sets out the objec- tives for the entire Group: – Growth: The KION Group wants to accelerate its growth. To this end, it is strengthening its leading position in the Euro- The successful acquisitions of Egemin Automation, Retrotech and pean market and, at the same time, capturing significant Dematic marked the start of the process to refine the KION Group market share in growth markets, particularly those in Asia Strategy 2020. This will provide the basis for updating the Strat- and North America. In the Industrial Trucks & Services seg- egy 2020 over the course of 2017. Besides continuing with the ment, the KION Group aims to close the gap on the global growth strategy in the segments, the overarching objective of the market leader by 2020. This is to be accompanied by a far strategy is to systematically unlock the potential for cross- selling and synergies, thereby continually increasing the benefits for cus- greater presence in the largest price segment (volume). – Profitability: The KION Group aims to further improve its EBIT tomers. This potential arises from their complementary techno- margin in order to entrench its position as the most profitable logical position with compatible software solutions, different supplier in the market. In doing so, it aims to improve its EBIT regional coverage, large installed base of truck fleets and supply margin so that it is permanently in the double-digit range – chain solutions, and the combined strength in sales and service. A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 67 a  target that has remained unchanged in communications Global modular and platform strategy since the IPO. – Efficient use of capital: The KION Group is working stead- Further development of the multi-brand strategy requires the product portfolio to be managed end to end on the basis of the fastly to optimise the return on capital employed (ROCE). global modular and platform strategy. At the start of the reporting Besides increasing earnings, the focus here is on how assets year, the technical functions were brought together into a central and finance are to be managed going forward. – Resilience: The KION Group aims to improve its ability to KION organisation under the new CTO Executive Board role. Dematic was integrated into this organisation following its acqui- cope with economic downturns. It is therefore also diversify- sition in November. ing its business in terms of regions and customer sectors In the volume and economy segments outside western alongside its efforts to optimise the production network and Europe, the KION Group’s Industrial Trucks & Services segment expand the service business. is working with cross-brand, cost-efficient platforms for product development and production that are also allowing a strong degree of regional differentiation in the industrial trucks business. Strategic focus areas of the Strategy 2020 New platforms were created and products brought to market for electric forklift trucks, diesel trucks and warehouse trucks once The Strategy 2020 essentially encompasses six closely related again in 2016. The ongoing refinement of the Baoli platform and areas of focus. Multi-brand strategy its localisation for different regional markets are particularly important in the volume segment. In western Europe, the pre- mium brands, Linde and STILL, will continue to use different plat- The starting point is the further development of the successful forms in order to maintain the defining characteristics of their multi-brand strategy throughout the Group. This will ensure that brands, but will increasingly deploy shared modules. the Industrial Trucks & Services segment is represented in all The current focus in the Supply Chain Solutions segment is regions and price segments. The premium brands, Linde and on synchronising the various types of automated guided vehicle STILL, are continuing to consolidate their presence at the upper (AGV) systems on one technology platform. Going forward, the end of the volume segment on the basis of the platform strategy, cross-segment integration of software on the basis of Dematic iQ particularly in North America, South America and Asia. Especially will be extremely important. in the premium segment and at the upper end of the volume seg- ment, seamless integration into customer-specific logistics solu- Global production network tions is playing an increasingly important role. IT-based assis- In the Industrial Trucks & Services segment, the KION Group tance systems, such as fleet data management and truck control strives to build its industrial trucks close to the markets in which systems, also look set to bolster sales of trucks, primarily in the they will be sold. To this end, production facilities worldwide are premium segment. As an international brand, Baoli will position being efficiently integrated – harnessing economies of scale and itself in the economy segment and at the lower end of the volume ensuring a high level of capacity utilisation. A programme of cap- segment with a product and sales strategy that is tailored to ital expenditure is aimed not only at updating and expanding regional requirements. existing plants but also at establishing factories in new locations. Following the multi-brand strategy, Dematic will remain the During the reporting year, further progress was made on leading brand in the Supply Chain Solutions segment. The modernising the plants in Aschaffenburg (Linde) and Hamburg Egemin Automation and Retrotech brands will be retained but as (STILL), with a clear focus on increasing capacity, improving pro- part of the Dematic portfolio. Overall, the leading position in sup- cesses and containing costs. A total of around €83  million will ply chain solutions is to be further strengthened. have been made available for these projects between 2014 and 2021. Both sites are also working closely with the plant in Stříbro (near Plzeň in the Czech Republic), which commenced production KION GROUP AG | Annual Report 2016 A N E W E R A 68 of warehouse trucks in January 2016. The Aschaffenburg plant The Supply Chain Solutions segment is gearing its portfolio now focuses on making electric and diesel trucks and has been to the specific needs of the high-growth customer segments and able to structure its production processes more efficiently. regions. Building on its solid position in the North American Capacity at non-European sites is also continually adjusted and market, the segment plans to make use of the strong sales and processes optimised in response to market growth. For example, service network for industrial trucks in order to expand its foot- the KION North America plant in Summerville is being expanded print in the European and Asian markets. for the production of electric forklift and IC trucks as well as ware- house trucks in order to close gaps in the portfolio. Aftersales and service business In the Supply Chain Solutions segment, the site in Monterrey The KION Group’s strategy for aftersales and service aims to (Mexico) opened in 2014 has joined the global production net- unlock more of the potential offered by the installed base, work. The assembly plant serves the North American market which is expanding worldwide. This will help to boost revenue. alongside the Grand Rapids site in Michigan (United States), To this end, the Company is continually broadening its portfolio focusing on conveyor belts, sorting equipment and multishuttle of services and improving their quality at every stage of the racking systems. product lifecycle. The KION Group is progressively extending its comprehen- Regional growth strategies sive service offering in the Industrial Trucks & Services segment Having enhanced its multi-brand strategy and its modular and to also cover the volume and economy segments in high-growth platform strategy, as well as increasing integration between markets. Financial services are also a key component of the ser- the sites in its production network, the KION Group has put vice portfolio as they support the KION Group’s core industrial everything in place to increase its market share in strategically business. The Company intends to further increase its market important regions. share by opening additional service outlets in attractive growth The Industrial Trucks & Services segment mainly focuses on markets and stepping up the short-term rental business. North America and China. In North America, one of the largest The Supply Chain Solutions segment plans to increasingly markets for industrial trucks, the segment aims – including by cap- provide services, e.g. for modernising logistics processes, that italising on Dematic’s market presence – to move from being a complement its project business. niche provider to a major market player offering a full portfolio of products by 2020. This will enable it to capture an increasing share Back-office functions of this growing market. The various platforms are being specially The KION Group is aligning its corporate services, which provide adapted to the American market within the context of the cross- back-office support across the Group, with the growing require- brand approach. For example, Baoli introduced products specifi- ments of the global organisation in order to leverage economies cally for the lower price segment in the reporting year. As well as of scale and synergies. For example, KION Group IT was restruc- expanding the range of products, KION North America is also tured as a global shared services organisation in the reporting strengthening the sales and service network, which encompassed year and has begun to further standardise and pool its processes more than 70 partners at around 220 sites at the end of 2016. and infrastructure. In order to keep the costs of the expanded The segment is also looking to gain additional market share service offering low, the operating units will be integrating their in the high-growth markets, including through new products for administrative tasks more closely. the volume segment that have been developed on the basis of Baoli’s economy platform. New electric forklift trucks and ware- house trucks are being developed, primarily for China’s fast- growing e-commerce sector. Linde and STILL are pooling their sales activities in Brazil, the most important sales market in South America, in view of the difficult situation in this market. A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 69 MANAGEMENT SYSTEM ing so that growth drivers and pertinent trends can be identified and analysed at an early stage. Order intake is a leading indicator for revenue. The length of time between receipt and invoicing of an order varies between business units and product groups. Core key performance indicators The KION Group’s strategy, which centres on value and growth, is reflected in how the Company is managed. It uses five core key Adjusted EBIT Earnings-related KPI performance indicators (KPIs) to continuously monitor market The key figure used for operational management and analysis of success, profitability, financial strength and liquidity. The perfor- the KION Group’s financial performance is adjusted earnings mance targets of the Group and the segments are based on before interest and tax (EBIT). It is calculated in the same way as selected financial KPIs, as is the performance-based remunera- EBIT, except that it does not take account of purchase price allo- tion paid to managers. As a rule, the KPIs are measured and cation effects or any non-recurring items. made available to the Executive Board in a comprehensive report each month. This enables the management team to take prompt Liquidity-related KPI corrective action in the event of variances compared with target figures. > TABLE 012 Free cash flow KPIs related to business volume It is determined by the KION Group’s operating activities and Free cash flow is the main KPI for managing leverage and liquidity. Order intake and revenue investing activities. Free cash flow does not include interest aris- ing from financing activities. Carefully targeted management of Order intake and revenue are broken down by segment, region working capital and detailed planning of capital expenditure are and product category in the KION Group’s management report- used to help in controlling the level of free cash flow. Key performance indicators in € million Order intake Revenue Adjusted EBIT ¹ Free cash flow 2016 2015 2014 5,833.1 5,215.6 4,771.2 5,587.2 5,097.9 4,677.9 537.3 482.9 442.9 – 1,850.0 332.7 305.9 1 Adjusted for PPA items and non-recurring items TABLE 012 ROCE 6.8% 11.9% 11.4% KION GROUP AG | Annual Report 2016 A N E W E R A 70 ROCE in € million Total assets – less selected assets¹ – less selected liabilities ² Capital employed EBIT normalised ROCE TABLE 013 2015 6,440.2 – 1,126.7 – 1,261.9 4,051.6 482.9 11.9% 2016 11,359.2 – 1,460.8 – 2,003.5 7,894.9 537.3 6.8% 1 Lease receivables, income tax receivables, cash and cash equivalents, PPA items and several items of other financial assets respectively other assets 2 Sundry other provisions, trade payables, a major part of other liabilities as well as several items of other financial liabilities Profitability-related KPI ROCE Return on capital employed (ROCE) is another core KPI. It is the ratio of adjusted EBIT to capital employed. ROCE is measured annually and reported to the Executive Board. > TABLE 013 Other key performance indicators Besides the aforementioned core KPIs, the KION Group uses a variety of additional financial KPIs. The main ones are net debt, which is used to manage the capital structure, and the EBIT mar- gin, which together with ROCE is relevant as a component of remuneration and as a target in the Strategy 2020. There are also non-financial KPIs, which primarily relate to customers, employ- ees, sustainability and technology. Some of them are used oper- ationally as leading indicators for the financial KPIs. The KPIs used to manage the segments are order intake, rev- enue and adjusted EBIT. A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 71 Report on the economic position MACROECONOMIC AND SECTOR-SPECIFIC CONDITIONS Macroeconomic conditions Kingdom’s referendum on whether to leave the European Union did not have any significant impact on the eurozone in 2016. The UK economy remained fairly steady on the whole, although heightened uncertainty caused companies to scale back cap- ital expenditure. Following a very weak start to the year, the United States saw its growth pick up significantly in the second half of the year In 2016, the global economy expanded at a slower rate than in the thanks to a positive trend in the job market and strong domestic previous year due to weaker growth in the United States, the demand. Exports were also better than expected. European Union and China. Growth in global trade also persisted In China, the growth rate slowed moderately – as had been at a low level in 2016 and fell well short of expectations. The influ- anticipated – and the shift away from industry towards the service encing factors were the weaker economies of the major emerging sector continued. Domestic consumption remained robust, partly markets China and Brazil as well as declining US imports. In addi- because of the government’s economic stimulus package. tion, companies also held back on capital equipment spending Particularly in the second half of the year, the Chinese economy due to the uncertain prospects. However, consumer spending expanded at a faster rate again than in the previous months. was encouraging – as it had been in 2015. Although Russia’s growth continued to slow in 2016, it showed The economies of the European Union registered modest signs of stabilising at the end of the year. The Brazilian market’s growth, albeit slightly slower than in the previous year. Nonethe- sharp downtrend persisted despite improved sentiment among less, companies viewed their situation much more optimistically consumers and companies following a change of leadership. again at the end of the year. The surprising outcome of the United > DIAGRAM 004 Gross domestic product in 2016 – real year-on-year change DIAGRAM 004 INDIA CHINA WORLD EU GERMANY UNITED STATES JAPAN RUSSIA BRAZIL – 3.4% 2.2% 1.8% 1.8% 1.6% 1.0% – 0.6% 7.1% 6.7% – 4.0% – 3.0% – 2.0% – 1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% Source: Oxford Economics (as at 13 January 2017) KION GROUP AG | Annual Report 2016 A N E W E R A 72 Sectoral conditions small increase of 2.4 per cent in North America. Brazil, the largest individual market in South America, contracted by 17.0 per cent, Intralogistics, with its products and solutions for the flow of mate- which was a slower rate than in 2015. Other major South Ameri- rial, information and goods within companies, was again a global can markets declined too, although Central America made gains. growth market in the reporting year. An integral element of the The Chinese market rallied strongly, advancing by 14.0 per cent. market as a whole, the global market for industrial trucks also This was the result of the tightening of emissions standards at the expanded in 2016 and registered a year-on-year increase of start of 2016 and a better macro economic situation in the second 7.5  per  cent in new truck orders (2015: 1.0  per  cent). The total half of the year. Moreover, many companies benefited from the number of trucks ordered across all regions and product types government’s infrastructure spending. > TABLE 014 was 1.2 million (2015: 1.1 million). Market growth in intralogistics system business also remains strong. Growth in the systems business was attributable to companies’ The number of warehouse trucks sold rose sharply with sustained capital expenditure on expanding and renewing their growth of 12.9  per  cent. This sector particularly benefited from warehousing and logistics capacity. Booming online sales, the sustained high demand for small, simple trucks. The signifi- changes in customer needs and the growing use of Industry 4.0 cant increase in electric forklift trucks (up by 7.5  per  cent) was technologies were mainly responsible for the continued healthy partly driven by ever-stricter emissions standards and advances level of demand for logistics systems. in battery technology. Demand for IC trucks rose slightly thanks to According to the Logistics and Real Estate study published the recovery of the Chinese market (up by 1.7 per cent). Unit sales by bulwiengesa AG, the space used for logistics in Germany has in Europe advanced rapidly to reach a record high on the back of increased by an average annual rate of more than 8 per cent over double-digit growth of 12.8  per  cent. In western Europe, order the past five years. There is a similarly positive trend in China and numbers were up by 11.8 per cent in 2016, with all of the major the United States. It is not only e-commerce-focused players but markets except the United Kingdom registering significant gains. also traditional retailers, manufacturers and third-party logistics With an increase of 9.3  per  cent, Germany lagged behind the providers (3PL) that are investing in automated logistics centres in market as a whole, but Italy and Spain generated above-average order to align their infrastructure with the additional growth in growth. Eastern Europe saw a sharp rise of 19.0 per cent, primar- online shopping and faster delivery times. ily thanks to the recovery of the Russian market. There was a Global industrial truck market (order intake) in thousand units Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific World Source: WITS / FEM A N E W E R A 2016 359.9 63.7 34.6 240.9 40.3 445.8 2015 321.9 53.5 37.7 235.2 42.5 411.6 1,185.2 1,102.4 TABLE 014 Change 11.8% 19.0% – 8.2% 2.4% – 5.2% 8.3% 7.5% Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 73 Procurement markets Business performance The price of steel, the most important commodity for the KION The KION Group substantially improved its competitive position in Group, rose slightly in 2016 as demand in China picked up again. 2016 by making targeted strategic acquisitions. Copper prices were once more below the average for the pre- On 1  November  2016, the KION Group successfully com- vious year, although they rose sharply at the end of 2016. The oil pleted its takeover of Dematic, a leading specialist in automation price was also down year on year but began to rise sharply and supply chain optimisation. The purchase consideration for following OPEC’s decision in early  December  to cut output. In 100 per cent of the shares in Dematic came to €2.2 billion. The overall terms, producer prices for input goods in the eurozone fell acquisition was financed with a bridge loan that had been slightly although prices for commodities went up significantly in arranged with a number of banks beforehand. In July, a capital the fourth quarter. Financial markets increase generated gross proceeds of around €459.3  million, which have already been used to reduce the amount that the Group needed to draw down under the bridge loan. In this corpo- rate action, the pre-emption rights of the existing shareholders were disapplied and KION GROUP AG increased its share capital The KION Group bills a large part of its revenue in euros. In 2016, by 10.0  per  cent for cash, fully utilising the available authorised the proportion was 60.8 per cent, which was slightly below the capital. All 9,890,000 new shares were placed at a price of €46.44 prior-year level due to the consolidation of Dematic (2015: each, which was determined by means of an accelerated book- 62.1 per cent). The remaining 39.2 per cent of revenue was billed building process for institutional investors. Weichai Power, the in foreign currencies, most notably China’s renminbi and pound anchor shareholder of KION GROUP AG, acquired 5,934,000, or sterling. The significance of the US dollar also increased as a 60.0  per  cent, of the new shares. Institutional investors bought result of the consolidation of Dematic. the remaining shares in the accelerated bookbuilding process. Overall, currency effects had a negative impact on the KION Back in March 2016, the KION Group expanded its capabili- Group’s business situation in 2016. Against the Chinese renminbi, ties in the provision of automated warehousing systems by the euro was approximately 5 per cent higher on average than in acquiring Retrotech, a company based in North America. Retro- 2015. The euro appreciated by around 13 per cent against pound tech is a subsidiary of Egemin US and therefore, like Dematic, sterling and by 4 per cent against the Brazilian real. The average forms part of the new Supply Chain Solutions segment. The pur- US dollar exchange rate in 2016 was roughly the same as in 2015. chase consideration amounted to approximately €25.0 million. > TABLE 015 Currencies Average rate per Euro Australia (AUD) Brazil (BRL) China (CNY) United Kingdom (GBP) U.S.A. (USD) Source: Reuters / Bloomberg TABLE 015 2015 1.48 3.70 6.98 0.73 1.11 2016 1.49 3.86 7.35 0.82 1.11 KION GROUP AG | Annual Report 2016 A N E W E R A 74 STILL EMEA acquired its Norwegian dealer Roara AS, thereby material handling solutions will enable it to benefit extensively strengthening its market position in Scandinavia. All the operating from the growth in Intralogistics 4.0. activities in that region are now brought together in the company In 2016, the KION Group generated revenue of around STILL Norge AS. In Portugal, STILL has pooled its activities by €5.6  billion, thereby exceeding the equivalent figure in 2015 of establishing a separate presence in the country and is making €5.1 billion by 9.6 per cent despite significant negative currency use of the sales and distribution structures provided by the effects. When adjusted for Dematic, which was reported for the Spanish company STILL S.A.U. Customers are benefiting from first time in November/December, revenue rose by 4.5 per cent. new products, for example in the areas of automation, software The groupwide order book, which had a value of €2.2 billion at the solutions and intralogistics services, and are being offered com- end of 2016 (31 December 2015: €864.0 million), will serve as a prehensive local customer relationship management. sound basis for future growth and also includes the order book At the beginning of 2016, the KION Group also opened a acquired with Dematic. new plant near the Czech town of Stříbro close to Plzeň. The Total revenue in the Industrial Trucks & Services segment plant has the capacity to produce 12,000 warehouse trucks a went up by 3.1 per cent to €5,202.6 million. The order intake was year and operates as a smart factory based on digitally con- also 4.6 per cent higher year on year, one of the reasons being the nected systems. Initially, the facility will build reach trucks for the excellent sustained level of orders in Europe. The segment was Linde brand. able to generate significant growth from new trucks, service busi- In addition, LMH EMEA has opened a new spare parts distri- ness and also financial services, more than offsetting the nega- bution centre, again in the Czech Republic, in the city of Brno. tive effects from currency movements. Measured in terms of units LMH EMEA is therefore also continuing to expand its service sold, the brands in the segment kept pace overall with the strong activities in the fast-growing market of central and eastern Europe. growth in the global market. Significant drivers behind the growth In Brazil, the premium brands STILL and LMH have responded in the industrial trucks business included truck deliveries and fleet to the market contraction by merging their sales and distribution management solutions in connection with e-commerce. operations. This is helping the KION brands not only to benefit The Supply Chain Solutions segment generated total reve- from a fall in fixed costs but also to improve their chances of gain- nue of €366.0 million, which equated to an increase of €333.0 mil- ing market share in the key South American sales market. lion compared with 2015. This rise in revenue was largely attribut- At the same time, the international economy brand Baoli able to Dematic, the lead company in the segment, and to started production at the KION plant in Indaiatuba with the aim of Retrotech, which was also acquired in the year under review. The opening up a new market segment in Latin America. At the end of revenue from Dematic was only included for two months, and that the year under review, 30 dealers were already selling Baoli trucks. from Retrotech for ten months (2015: Egemin Automation for five FINANCIAL POSITION AND FINANCIAL PERFORMANCE OF THE KION GROUP months). The revenue was primarily accounted for by call-off orders under ongoing engineering projects, some of which cover a number of years. The revenue was recognised on a pro rata basis using the percentage of completion method. The order intake of €431.2 million related to project business for the most part. EBIT, adjusted for non-recurring items, came to €537.3 mil- lion, a year-on-year increase of 11.3  per  cent. After taking into Overall assessment of the economic situation account purchase price allocation (PPA) effects, among other things in connection with the KION and Dematic acquisitions, and The KION Group is a global leader in industrial trucks, warehouse further non-recurring items, EBIT amounted to €434.8 million. technology, related services and supply chain solutions. It now In total, the KION Group generated net income for the year of has a unique portfolio of products, technologies and services in €246.1  million (2015: €221.1  million). The earnings per share the global market and its positioning as a full-service provider of attributable to the shareholders of the KION Group amounted to A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 75 €2.38 compared with €2.20 in 2015. KION GROUP AG will pro- the upper third of the target corridor of €510 million to €535 mil- pose a dividend of €0.80 per share to the Annual General Meeting lion; the adjusted EBIT margin of 9.9  per  cent significantly (2015: €0.77 per share). Comparison between actual and forecast growth exceeded the equivalent figure for 2015, as forecast. Including Dematic, adjusted EBIT amounted to €537.3  million, slightly higher than the specified corridor. This led to an adjusted EBIT margin of 9.6  per  cent and therefore to an improvement com- pared with 2015. Free cash flow excluding Dematic, which was projected to fall within the range of €280 million to €320 million, In the past year, the KION Group was able to fully met the fore- amounted to €317.5 million at the end of the year and was there- casts for 2016 specified in the outlook section of the 2015 group fore at the top end of this range. The effects from the Dematic management report – even without taking into account the effects acquisition led to a negative free cash flow of €1,850.0  million arising from the acquisition of Dematic. The order intake of overall. In line with expectations, return on capital employed €5,553.0 million (excluding Dematic) was slightly in excess of the (ROCE) excluding the Dematic acquisition rose slightly to target range of €5,350  million to €5,500  million. With Dematic 12.4  per  cent; with the inclusion of Dematic for two months, included, order intake was higher than the specified band at ROCE was 6.8 per cent and therefore below the corresponding €5,833.1  million. Revenue excluding Dematic amounted to figure for 2015. The following table shows the results achieved by €5,327.7 million, coming in at the upper end of the target range of the KION Group (both excluding and including the effects associ- €5,200 million to €5,350 million, whereas including Dematic, the ated with the acquisition of Dematic) compared against forecasts. revenue of €5,587.2 million exceeded the forecast band. Adjusted > TABLE 016 EBIT without Dematic amounted to €527.2 million and was thus in Comparison between actual and forecast growth TABLE 016 in € million Order intake Revenue Adjusted EBIT Free cash flow ROCE Outlook 2016 5,350 – 5,500 5,200 – 5,350 510 – 535 280 – 320 slightly above previous year KION Group 2016 (excl. Dematic) KION Group 2016 (incl. Dematic) 5,553.0 5,327.7 527.2 317.5 12.4% 5,833.1 5,587.2 537.3 – 1,850.0 6.8% KION GROUP AG | Annual Report 2016 A N E W E R A 76 Business situation and financial performance of the KION Group Level of orders €5,097.9  million. The share accounted for by the Supply Chain Solutions segment was €364.7 million or 6.5 per cent. Currency effects reduced revenue by €105.2 million. Overall, the proportion of groupwide external revenue accounted for by services was 43.7 per cent (2015: 44.6 per cent). > TABLE 017 Order intake rose to €5,833.1 million, up by 11.8 per cent on the prior-year level (2015: €5,215.6  million). Egemin Automation, Revenue by customer location Retrotech (from March 2016) and Dematic (from November 2016), which together form the Supply Chain Solutions segment, con- The increase in revenue in the KION Group was predominantly tributed a total of €431.2  million to the order volume. Negative attributable to the sound performance of the Industrial Trucks & currency effects reduced order intake by €108.8  million. The Services segment in western Europe, particularly in France, Italy order book expanded year on year by €1,380.6  million to and Germany. The segment’s revenue in eastern Europe also €2,244.7  million (31  December  2015: €864.0  million). The huge grew substantially. The significant rise in revenue in North America leap was mainly caused by the inclusion of Dematic’s order book was mainly attributable to the Supply Chain Solutions segment on the reporting date. Revenue and its pro rata contribution to revenue from Dematic. Based on the KION Group as a whole, 23.3 per cent of external revenue in the reporting period (2015: 24.7 per cent) was accounted for by fast-growing markets. Overall, 76.4  per  cent of revenue (2015: External revenue generated by the KION  Group amounted to 75.0 per cent) was generated outside Germany. > TABLE 018 €5,587.2 million, an increase of 9.6 per cent on the 2015 figure of Revenue with third parties by product category in € million Industrial Trucks & Services New business Service business – Aftersales – Rental business – Used trucks – Other Supply Chain Solutions Business Solutions Service business Corporate Services Total revenue 2016 5,200.5 2,860.3 2,340.2 1,363.8 558.3 285.8 132.4 364.7 263.9 100.7 22.1 2015 5,044.4 2,779.9 2,264.5 1,347.0 524.1 270.4 122.9 33.0 25.7 7.4 20.5 5,587.2 5,097.9 TABLE 017 Change 3.1% 2.9% 3.3% 1.2% 6.5% 5.7% 7.7% > 100% > 100% > 100% 7.7% 9.6% A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 77 Revenue with third parties by customer location in € million Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total revenue 2016 3,982.7 459.6 100.3 295.9 148.6 600.1 2015 3,724.1 432.0 92.9 119.6 143.4 585.8 5,587.2 5,097.9 TABLE 018 Change 6.9% 6.4% 7.9% > 100% 3.6% 2.4% 9.6% Earnings and profitability EBIT, EBITDA and ROCE from purchase price allocation – especially that relating to Dematic – and because of the non-recurring transaction costs associated with the Dematic acquisition. The non-recurring items Earnings before interest and tax (EBIT) improved by 2.8 per cent in 2015 amounting to €33.0  million related mainly to expenses to €434.8  million (2015: €422.8  million). Although there was a and impairment losses in connection with the efficiency meas- growth-related rise in gross profit, selling and administrative ures initiated under the Strategy 2020. expenses also increased. Generally, the earnings figures went up EBIT adjusted for non-recurring items and purchase price as a result of the acquisition of Dematic, which was included in allocation effects (adjusted EBIT) amounted to €537.3  million each of the figures for the first time, but only for two months. In (2015: €482.9  million). The adjusted EBIT margin improved to addition, functional costs rose because of the negative effects 9.6 per cent (2015: 9.5 per cent). > TABLE 019 EBIT in € million EBIT + Non-recurring items + PPA items Adjusted EBIT 2016 434.8 42.2 60.4 537.3 2015 422.8 33.0 27.0 482.9 TABLE 019 Change 2.8% 27.8% > 100% 11.3% KION GROUP AG | Annual Report 2016 A N E W E R A 78 As a consequence of the inclusion of Dematic for two months, expenses were higher than in the prior year (€355.9 million) for a return on capital employed (ROCE) was 6.8  per  cent (2015: number of reasons, including consultancy expenses incurred in 11.9 per cent). While adjusted EBIT increased, there was also a connection with the Dematic acquisition. Research and develop- substantial rise in capital employed. ment costs in the same period increased year on year to Earnings before interest, tax, depreciation and amortisation €96.5  million (2015: €89.7  million). The ‘other’ item came to (EBITDA) reached €889.5 million, compared with €824.2 million in €52.3 million (2015: €43.6 million). This included the share of profit the prior year. Adjusted EBITDA rose to €931.6  million (2015: (loss) of equity-accounted investments, which amounted to a €850.0  million). This equated to an adjusted EBITDA margin of profit of €6.5 million (2015: profit of €10.6 million) as well as gains 16.7 per cent. > TABLE 020 and losses from exchange differences. > TABLE 021 Key influencing factors for earnings Net financial income / expenses The cost of sales rose by 10.4 per cent to €4,034.6 million (2015: The net financial expenses representing the balance of financial €3,655.1 million). Gross profit amounted to €1,552.6 million, up by income and financial expenses increased by €3.1 million year on 7.6 per cent on the 2015 figure of €1,442.8 million. The gross mar- year to €95.7 million (2015: net financial expenses of €92.6 mil- gin was 27.8 per cent compared with 28.3 per cent in 2015. lion). Non-recurring financial expenses of €25.7  million arose in Selling expenses grew by 7.2  per  cent to €662.4  million in February 2016 as a result of the new financing structure, but 2016 (2015: €618.0 million) as a result of the stepping up of sales these have already been fully offset by the optimised financing activities – also in connection with the inclusion of Egemin Auto- arrangements put in place during the reporting year. The bridge mation for the whole of the year and as a result of the acquisition loan drawn down to finance the Dematic acquisition led to a of Dematic and Retrotech. At €411.2  million, administrative higher interest cost in the fourth quarter of 2016. EBITDA in € million EBITDA + Non-recurring items + PPA items Adjusted EBITDA 2016 889.5 42.2 0.0 931.6 2015 824.2 25.8 0.0 850.0 TABLE 020 Change 7.9% 63.5% – 100.0% 9.6% A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 79 (Condensed) income statement in € million Revenue Cost of sales¹ Gross profit Selling expenses and administrative expenses Research and development costs¹ Other Earnings before interest and taxes (EBIT) Net financial expenses Earnings before taxes Income taxes Net income 2016 5,587.2 – 4,034.6 1,552.6 – 1,073.6 – 96.5 52.3 434.8 – 95.7 339.2 – 93.1 246.1 2015 5,097.9 – 3,655.1 1,442.8 – 973.9 – 89.7 43.6 422.8 – 92.6 330.2 – 109.2 221.1 TABLE 021 Change 9.6% – 10.4% 7.6% – 10.2% – 7.6% 20.0% 2.8% – 3.3% 2.7% 14.7% 11.3% 1 Last year figures were adjusted due to a change in presentation in 2016, for details see note [7] to the consolidated financial statements Income taxes The Executive Board and the Supervisory Board propose to Income tax expenses amounted to €93.1 million (2015: €109.2 mil- the Annual General Meeting to be held on 11 May 2017 that an lion). The tax rate was 27.4 per cent (2015: 33.1 per cent). amount of €86.9  million be appropriated from the distributable profit of KION GROUP AG for the 2016 financial year of €129.2 mil- Net income and appropriation of profit lion for the payment of a dividend of €0.80 per dividend-bearing Net income amounted to €246.1 million, up by 11.3 per cent on share. It is also proposed that a further sum of €42.3 million be the 2015 figure of €221.1  million. Net income of €245.5  million transferred to other revenue reserves and that €0.1 million be car- (2015: €217.1  million) was attributable to the shareholders of ried forward to the next accounting period. It is therefore planned KION GROUP AG. Basic earnings per share came to €2.38 (2015: to distribute 35  per  cent of the net income accruing to KION €2.20) based on 103.2  million (2015: 98.7  million) no-par-value GROUP AG shareholders in dividends. shares. Diluted earnings per share came to €2.38 (2015: €2.20) based on an average number of shares of 103.3  million (2015: 98.7  million) during the year. These calculations did not include around 164.5 thousand no-par-value treasury shares that had been repurchased by KION GROUP AG as part of a buy-back to support the KION Employee Equity Programme. KION GROUP AG | Annual Report 2016 A N E W E R A 80 Business situation and financial performance of the segments Revenue Total segment revenue went up by 3.1 per cent to €5,202.6 mil- lion. The main factor behind the increase was higher unit sales of Industrial Trucks & Services segment new trucks, primarily in Germany, France, Italy and eastern Europe. This more than made up for a fall in revenue in the United Business performance and order intake Kingdom, Brazil and Asian countries. Overall, new truck busi- The brand companies in the Industrial Trucks & Services segment ness with external customers rose to €2,860.3  million (2015: increased orders for new trucks by 7.5 per cent to 178.3 thousand €2,779.9 million), with electric forklift truck business continuing units. Of this total, 61.3 per cent was accounted for by the Linde to expand. brand including Fenwick, 33.0  per  cent by the STILL brand Revenue from external customers in the service business including OM STILL and the remaining 5.7 per cent by the brands was up by 3.3 per cent to €2,340.2 million (2015: €2,264.5 mil- Baoli and Voltas. The KION Group was able to benefit in particular lion). The proportion of external revenue in the Industrial Trucks & from the growth in electric forklift trucks and warehouse trucks, Services segment accounted for by service business came to which already account for more than 80 per cent of order intake. 45.0 per cent overall (2015: 44.9 per cent). Orders for IC trucks fell slightly year on year but stabilised to a significant extent in the second half of the year. Substantial Earnings growth occurred in some regions, primarily the European mar- The positive trend in revenue combined with the margin improve- kets, China and North America. However, orders fell in Central ments in new truck business resulted in adjusted EBIT of and South America, a consequence of the persistently weak mar- €586.9 million, which was significantly higher than in the prior year ket situation in Brazil. (2015: €529.5 million). Consequently, the adjusted EBIT margin for The total value of order intake rose by 4.6  per  cent to the segment increased to 11.3 per cent (2015: 10.5 per cent). Even €5,383.2 million (2015: €5,146.3 million). Growth was generated after taking into account non-recurring items and purchase price from both new trucks and service business. Some of the gains allocation effects, EBIT was significantly higher year on year at were offset by negative currency effects. €553.0 million (2015: €482.5 million). Key figures – Industrial Trucks & Services – in € million Order intake Total revenue EBITDA Adjusted EBITDA EBIT Adjusted EBIT Adjusted EBITDA margin Adjusted EBIT margin 2016 5,383.2 5,202.6 953.4 958.8 553.0 586.9 18.4% 11.3% 2015 5,146.3 5,044.7 868.8 882.5 482.5 529.5 17.5% 10.5% TABLE 022 Change 4.6% 3.1% 9.7% 8.6% 14.6% 10.8% – – A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 81 Key figures – Supply Chain Solutions – in € million Order intake Total revenue EBITDA Adjusted EBITDA EBIT Adjusted EBIT Adjusted EBITDA margin Adjusted EBIT margin TABLE 023 Change > 100% > 100% > 100% > 100% <– 100% > 100% – – 2015 48.8 33.0 2.4 2.4 1.2 2.0 7.2% 6.1% 2016 431.2 366.0 5.1 10.8 – 31.7 6.0 3.0% 1.6% Adjusted EBITDA stood at €958.8 million (2015: €882.5 million). 6.1  percent). After taking into account non-recurring items and This equated to an adjusted EBITDA margin of 18.4  per  cent purchase price allocation effects, EBIT came to minus €31.7 mil- (2015: 17.5 per cent). > TABLE 022 lion (2015: €1.2 million). Adjusted EBITDA amounted to €10.8 million with an adjusted Supply Chain Solutions segment EBITDA margin of 3.0 per cent. > TABLE 023 Business performance and order intake Corporate Services segment Order intake in the Supply Chain Solutions segment amounted to €431.2 million in 2016. Dematic only contributed two months, and Business performance Retrotech ten months, to the order volume in the year under The Corporate Services segment comprises holding companies review. The segment managed to win new customer projects in a and other service companies that provide services such as IT and number of regions, including Europe. These projects focused on logistics across all segments. e-commerce, food retail and general trade in goods. Revenue and earnings Revenue Total segment revenue came to €242.0 million and was therefore Total segment revenue rose to €366.0 million as a result of acqui- higher than the 2015 figure of €219.4  million. This revenue was sitions, although Dematic was only included for a period of two derived primarily from internal IT and logistics services. months. Business solutions activities outside the KION Group The segment reported adjusted EBIT of €305.9 million (2015: accounted for 72.4 per cent of revenue and the service business €153.3  million). The year-on-year increase was attributable to for 27.6 per cent. The segment generated almost half of its reve- higher intra-group dividend income. Adjusted EBITDA came to nue in North America. €323.5 million (2015: €170.5 million). > TABLE 024 Earnings Adjusted EBIT amounted to €6.0 million (2015: €2.0 million). The adjusted EBIT margin for this segment was 1.6  percent (2015: KION GROUP AG | Annual Report 2016 A N E W E R A 82 Key figures – Corporate Services – in € million Order intake Total revenue EBITDA Adjusted EBITDA EBIT Adjusted EBIT 2016 242.0 242.0 292.5 323.5 274.9 305.9 2015 219.8 219.4 143.4 170.5 126.2 153.3 TABLE 024 Change 10.1% 10.3% > 100% 89.8% > 100% 99.6% Consolidation / reconciliation customers that are classified as finance leases advanced to €531.3 million (31 December 2015: €472.0 million). Besides the intra-group supply relationships between the Indus- The amount of deferred tax assets recognised in the state- trial Trucks & Services, Supply Chain Solutions and Corporate ment of financial position rose by €71.2 million to reach €420.2 mil- Services segments, the main factor in the adjusted EBIT effect of lion as at the reporting date. Further details regarding the change minus €361.5 million (2015: minus €202.0 million) across all seg- in deferred tax assets are provided in note [14] in the notes to the ments was the intra-group dividend income. consolidated financial statements. Net assets Non-current assets Current assets Overall, current assets increased by €724.7 million to €2,354.6 mil- lion (31 December 2015: €1,629.9 million). This change reflected the marked impact of Dematic on the statement of financial posi- Non-current assets increased to €9,004.6  million (31  Decem- tion as well as an expansion in trade receivables and inventories ber 2015: €4,810.3 million), primarily as a result of the acquisition in the Industrial Trucks & Services segment in line with the growth of Dematic. Intangible assets accounted for €6,236.7  million of the business. Working capital (inventories and trade receiva- (31  December  2015: €2,452.5  million). Within that amount, bles less trade payables) amounted to €869.1  million as at the goodwill and the KION Group’s brand names rose significantly reporting date (31 December 2015: €649.3 million). to €4,578.1 million (31 December 2015: €2,152.2 million) owing The breakdown of the reported inventories as at 31 Decem- to currency effects and, in particular, the first-time consolida- ber 2016 was as follows: > TABLE 025 tion of Dematic on the basis of a provisional purchase price allocation. Current lease receivables from end customers increased by Rental assets increased to €575.3  million, reflecting the €18.6 million year on year to €200.3 million (31 December 2015: expansion of the rental fleet (31 December 2015: €544.0 million). €181.7 million). Due to the overall growth in business, leased assets for leases Cash and cash equivalents went up by €176.5  million to with end customers that are classified as operating leases €279.6 million (31 December 2015: €103.1 million). A significant increased to €429.7  million (31  December  2015: 334.4  million). cash reserve at Dematic was one of the factors that led to this Long-term lease receivables arising from leases with end temporary increase as at the reporting date. A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 83 Inventories in € million Materials and supplies Work in progress Finished goods and merchandise Advances paid Total inventories (Condensed) statement of financial position in € million Non-current assets Current assets Total assets Equity Non-current liabilities Current liabilities Total equity and liabilities 2016 9,004.6 2,354.6 11,359.2 2,535.1 6,151.7 2,672.5 11,359.2 in % 79.3% 20.7% – 22.3% 54.2% 23.5% – TABLE 025 Change 36.3% 40.4% 10.3% > 100% 21.5% TABLE 026 Change 87.2% 44.5% 76.4% 37.1% > 100% 54.3% 76.4% 2015 115.9 75.0 359.5 3.1 553.5 in % 74.7% 25.3% – 28.7% 44.4% 26.9% – 2016 158.0 105.3 396.5 12.6 672.4 2015 4,810.3 1,629.9 6,440.2 1,848.7 2,860.0 1,731.5 6,440.2 The condensed consolidated statement of financial position as at the KION Group optimises its financial relationships with custom- 31 December 2016 showing current and non-current assets and ers and suppliers, manages any collateral security offered and liabilities together with equity is presented in > TABLE 026. mitigates the financial risk to its enterprise value and profitability, Financial position notably currency risk, interest-rate risk, price risk, counterparty risk and country risk. In this way, the KION Group creates a stable funding position from which to maintain profitable growth. The financial resources within the KION Group are provided Principles and objectives of financial management on the basis of an internal funding approach. The KION  Group collects liquidity surpluses of the Group companies in central or The KION Group pursues a conservative financial policy of main- regional cash pools and, where possible, covers subsidiaries’ taining a strong cross-over credit profile with reliable access to funding requirements with intercompany loans. This funding ena- debt capital markets. By pursuing an appropriate financial man- bles the KION Group to present a united front in the capital mar- agement strategy, the KION  Group makes sufficient cash and kets and strengthens its hand in negotiations with banks and cash equivalents available at all times to meet the Group compa- other market participants. The Group occasionally arranges addi- nies’ operational and strategic funding requirements. In addition, tional credit lines for KION Group companies with local banks or KION GROUP AG | Annual Report 2016 A N E W E R A 84 leasing companies in order to comply with legal, tax and other subdivided into three tranches with staggered maturities from regulations. February 2018 to November  2021 and offers the best possible The KION Group is a publicly listed corporate group and temporary flexibility and security. therefore ensures that its financial management takes into In the first quarter of 2016, the KION Group had success- account the interests of shareholders and those of the banks pro- fully repaid the financing dating back to the time before the IPO viding its funding. For the sake of all stakeholders, the KION Group and updated its financing structure with much better terms. The makes sure that it maintains an appropriate ratio of internal fund- current senior facilities agreement (SFA) comprises a revolving ing to borrowing. The KION  Group’s borrowing is based on a credit facility of €1,150.0  million (maturing in February 2021) long-term approach. The core components of this borrowing will and a fixed-term tranche of €350.0  million (maturing in Febru- become due for repayment in the years 2018 to 2021. ary 2019). KION GROUP AG has issued guarantees to the banks Depending on requirements and the market situation, the for all of the payment obligations under the new SFA. The new KION Group will also avail itself of the funding facilities offered by syndicated loan is not collateralised, as is typical in the current the public capital markets in future. The KION  Group therefore market environment for companies that are on the cusp of an seeks to maintain an investment-grade credit rating in the capital investment-grade rating. The contractual terms of the SFA and funding markets by rigorously pursuing a value-based strat- require compliance with certain covenants. All the covenants egy, implementing proactive risk management and ensuring a were complied with as at the reporting date. solid funding structure. Since June  2016, rating agency Standard In September 2016, KION  GROUP  AG carried out another & Poor’s has classified the KION Group as BB+ with a negative share buyback to support its KION Employee Equity Programme outlook, while the rating from Moody’s since 1 November 2016 (KEEP), purchasing a total of 50,000 of its own no-par-value has been Ba1 with a negative outlook. Shortly after the reporting shares (around 0.046  per  cent of the share capital). To do so, date on 4 January 2017, Fitch Ratings issued the KION Group KION Group AG used the renewed authorisation granted at the with a long-term issuer rating of BBB– with a stable outlook. This Annual General Meeting on 12 May 2016. In October 2016, the is the first time that the KION Group has received an invest- KION Group employees entitled to participate in KEEP were given ment-grade rating. the opportunity to buy more KION shares. By 31 December 2016, The KION Group maintains a liquidity reserve in the form of a total of 45,564 shares had been purchased by staff (31 Decem- unrestricted, agreed and confirmed credit lines and cash in order ber  2015: 73,512  shares). This increased the number of shares to ensure long-term financial flexibility and solvency. The Group held in treasury to 164,486 as at the reporting date. also uses derivatives to hedge currency risk. Main capital market activities in the reporting period Analysis of capital structure Overall, current and non-current liabilities had risen by The KION Group obtained a firm commitment for a bridge loan on €4,232.6  million to €8,824.2  million as at the reporting date. In attractive terms, originally in an amount of €3.0 billion, to finance addition to the acquisition financing, the deferred tax liabilities in the acquisition of Dematic. In July of the reporting year, KION connection with the preliminary purchase price allocation for GROUP AG increased its share capital by 10.0 per cent for cash Dematic led to the increase in liabilities. The non-current liabilities and, including the share premium, generated issue proceeds of of €6,151.7 million (31 December 2015: €2,860.0 million) included €459.3  million. The costs associated with the capital increase deferred tax liabilities of €905.3  million (31  December  2015: amounting to €2.0 million (net) were recognised directly in equity. €302.7 million). > TABLE 026 Following this capital increase, the agreed financing under the bridge loan was reduced by the amount of the proceeds from Financial debt the issue and now stands at €2,543.2 million. This loan amount The utilisation of the bridge loan meant that the financial liabilities was fully drawn down as at the reporting date. The bridge loan is in the statement of financial position as at the reporting date had A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 85 risen sharply compared with the figure at the end of 2015 Retirement benefit obligation (€676.5 million) and now stood at €3,183.0 million. After deduc- The KION  Group supports pension plans in many countries. tion of cash and cash equivalents of €279.6 million, net financial These plans comply with legal requirements, standard local prac- debt amounted to €2,903.4 million compared with €573.5 million tice and the situation in the country in question. They are either at the end of 2015. This equated to 3.1 times (2015: 0.7 times) the defined benefit pension plans, defined contribution pension plans adjusted EBITDA for 2016. It is important to note that the EBITDA or multi-employer benefit plans. As at 31  December  2016, the figure only included a contribution to earnings from Dematic cov- retirement benefit obligation under defined benefit pension plans ering two months. The debt is to be repaid in subsequent finan- amounted to a total of €991.0  million. The increase compared cial years using cash flow from operating activities and other with the figure at the end of 2015 (€798.0 million) was partly attrib- sources of funds. utable to the inclusion of pension provisions at Dematic amount- Long-term borrowing net of borrowing costs increased to ing to €87.7 million; it was also caused by the lower level of inter- €2,889.1 million as at the reporting date, a year-on-year rise com- est rates. The provisions predominantly relate to pension plans in pared with the figure of €557.2  million at the end of 2015. The Germany. After deduction of the pension plan assets amounting bridge loan was classified in full as a non-current financial liability to €12.3 million, the remaining net obligation came to €978.7 mil- as at the reporting date. One tranche (€343.2 million) is due for lion (31 December 2015: €767.8 million). repayment in February 2018, followed by a further tranche Contributions to pension plans that are entirely or partly (€1,200.0  million) in  November  2018 and the third tranche funded via funds are paid in as necessary to ensure sufficient (€1,000.0  million) in  November  2021. The fixed-term tranche of assets are available and to be able to make future pension pay- the SFA maturing in February 2019 has been drawn down in full ments to pension plan participants. These contributions are (€350.0 million). The corporate bond of €450.0 million still included determined by factors such as the funded status, legal and tax at the end of 2015 was repaid in full in February 2016 together considerations, and local practice. The payments made by the with the old revolving line of credit. As at 31 December 2016, the KION Group in 2016 in connection with the main pension plans unused, unrestricted SFA loan facility amounted to €924.7 million totalled €20.6 million, comprising €13.9 million for direct pension and together with the freely available cash and cash equivalents payments and €6.6  million for employer contributions to plan totalled €1,200.8 million. The KION Group works continuously to assets. Transfers to external pension funds resulted in payments optimise the financing of the Group (see note [50] in the notes to of €0.1 million. the consolidated financial statements). > TABLE 027 Net financial debt in € million Corporate bond (2013/2020) – fixed rate (gross) Liabilities to banks (gross) Other financial liabilities to non-banks ./. Capitalised borrowing costs Financial liabilities ./. Cash and cash equivalents Net financial debt 2016 – 3,188.6 7.2 – 12.9 3,183.0 – 279.6 2,903.4 2015 450.0 225.9 6.2 – 5.5 676.5 – 103.1 573.5 TABLE 027 Change – 100.0% > 100% 16.7% <– 100% > 100% <– 100% > 100% KION GROUP AG | Annual Report 2016 A N E W E R A 86 Further details about the retirement benefit obligation are pro- Analysis of capital expenditure vided in the notes to the consolidated financial statements. Lease liabilities The KION Group’s total capital expenditure on property, plant and equipment and on intangible assets (excluding leased and Continuing growth in the long-term leasing business with end rental assets) came to €166.7 million in the reporting year, com- customers in 2016 led to a correspondingly higher funding pared with €142.6 million in 2015. Once again, the main areas of requirement. Lease liabilities arising from sale and leaseback spending in the Industrial Trucks & Services segment were capi- transactions to fund the long-term leasing business with end cus- talised development costs in the LMH EMEA and STILL EMEA tomers increased to €1,007.2  million (31  December  2015: operating units and the expansion and modernisation of produc- €855.6 million) in line with the growth of the business. Of this total, tion and technology sites. This included continuing capital spend- €722.0 million related to non-current and €285.2 million to current ing at the STILL facilities in Hamburg and the LMH facilities in lease liabilities. Aschaffenburg, for which a total of €83 million will be made avail- The liabilities from the short-term rental fleet and from pro- able up to 2021. This is intended to lead to improved material curement leases are reported under other financial liabilities (see flows in production and logistics, and to more cost-effective pro- note [34] in the notes to the consolidated financial statements). As duction processes. Capital expenditure in the Supply Chain Solu- at 31 December 2016, other financial liabilities included liabilities tions segment mainly related to capitalised development costs as of €440.0 million (31 December 2015: €403.2 million) arising from well as software and licences. sale-and-leaseback transactions used to finance the short-term rental fleet. The item also included liabilities from residual value Analysis of liquidity guarantees amounting to €16.7  million (31  December  2015: €17.8 million). The residual-value liabilities relate to residual-value Liquidity management is an important aspect of central financial guarantees provided in connection with the sale of assets to leas- management. The sources of liquidity are cash and cash equiva- ing companies, where the guaranteed amount is more than lents, cash flow from operating activities and amounts available 10.0 per cent of the fair value of the asset in question. under credit facilities. Cash and cash equivalents went up by Equity €176.5  million over the course of 2016 to reach €279.6  million (31  December  2015: €103.1  million); €3.5  million  of this was Consolidated equity was higher than at the end of 2015, advanc- restricted. Taking into account the credit facility that was still avail- ing by €686.4  million to €2,535.1  million as at 31  Decem- able, the unrestricted cash and cash equivalents available to the ber 2016 (31 December 2015: €1,848.7 million). This rise was KION Group as at 31 December 2016 amounted to €1,200.8 mil- predominantly attributable to the capital increase implemented in lion (31 December 2015: €1,193.6 million.) July  2016 (€457.3  million) and the net income for the year The KION Group’s net cash provided by operating activities (€246.1 million). However, the continuing low level of interest rates totalled €414.3 million, which was below the comparable prior- resulted in a negative impact on pensions, as a result of which year figure of €455.0 million. The positive trend in EBIT was offset equity declined by €50.1 million. Other positive effects recognised by cash outflows in connection with the Dematic deal. In addition in other comprehensive income (€109.1 million, of which a posi- to the cash transaction costs incurred by KION GROUP  AG, tive impact of €110.4  million from currency translation) and the Dematic itself also incurred pre-contract expenses in connection dividend payment (€76.0  million) led to an overall increase in with the acquisition by the KION Group that were then reflected in equity of €33.1 million. The equity ratio was 22.3 per cent as at Dematic cash flows after the acquisition date. Growth in business the reporting date (31 December 2015: 28.7 per cent). led to a year-on-year increase in working capital and the volume of leases, thereby reducing cash flow by a total of €52.4 million. The net change of minus €158.2 million arising from the expan- sion of the rental business (including finance lease liabilities) was A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 87 close to the prior-year level of minus €155.9  million. Higher tax financial liabilities taken on in connection with the acquisitions. payments of €108.7 million (2015: €84.8 million) reduced the level The net drawdown of financial debt in the year under review of cash flow from operating activities. totalled €1,744.0 million. The additional gross borrowings in 2016 The net cash used for investing activities totalled € 2,264.3 mil- amounted to €4,362.5 million. These borrowings arose as a result lion in the year under review (2015: €122.3 million). Cash payments of the reorganisation of the financing structure in February 2016 for development (R&D) and for property, plant and equipment and the need to pay the purchase consideration for the acquisition amounted to €166.7 million (2015: €142.6 million). In particular, of Dematic. At the same time as taking on this new debt, the KION the purchase considerations relating to the acquisitions of Dematic Group redeemed liabilities of €2,618.5 million in the reporting year. and Retrotech in the reporting period led to a net cash outflow of These redemptions consisted of the early repayment of a bond of €2,118.7  million (after deduction of cash and cash equivalents €450.0 million and the repayment of the revolving credit facility of acquired). Net cash of €2,091.1 million was used for the acquisition €1,243.0 million, which was replaced by the new SFA. In addition, of Dematic, and €23.2  million for the acquisition of Retrotech. the net cash proceeds from the capital increase (€456.7 million) Cash payments for the acquisition of equity investments in the were used to reduce the amount that needed to be made available prior year (€84.9 million) had largely been in connection with the under the bridge loan. The costs of obtaining financing in the year acquisition of Egemin Automation. This amount was partly offset under review amounted to €23.2 million (2015: €5.6 million). The by an inflow of funds of €77.4  million generated by the sale of distribution of a dividend of €0.77 per share resulted in an outflow 20.0 per cent of the shares in Linde Hydraulics to Weichai Power. of funds of €76.0 million (2015: €54.3 million). The net cash used Free cash flow – the sum of cash flow from operating activi- for current interest payments rose to a total of €76.3 million in the ties and investing activities – amounted to minus €1,850.0 million year under review (2015: €50.4  million). This figure included the as a result of the outflow of funds for the Dematic acquisition interest payments in connection with the early redemption charge (2015: plus €332.7 million). (€15.2 million) levied because of the early repayment of the corpo- Cash flow from financing activities was well into positive terri- rate bond. The acquisition of employee shares caused a cash out- tory at €2,026.3 million (2015: minus €329.1 million) following the flow of €2.8 million (2015: €2.7 million). > TABLE 028 (Condensed) statement of cash flows in € million EBIT Cash flow from operating activities¹ Cash flow from investing activities¹ Free cash flow Cash flow from financing activities Effect of foreign exchange rate changes on cash Change in cash and cash equivalents 2016 434.8 414.3 – 2,264.3 – 1,850.0 2,026.3 0.2 176.5 2015 422.8 455.0 – 122.3 332.7 – 329.1 0.5 4.1 TABLE 028 Change 2.8% – 8.9% <– 100% <– 100% > 100% – 52.8% > 100% 1 Last year figures were adjusted due to a change in presentation, for details see note [37] to the consolidated financial statements KION GROUP AG | Annual Report 2016 A N E W E R A 88 Long-term leasing business the financial performance and financial position of the KION Group is shown in > TABLE 029 and > TABLE 030. This information is The sales activities of the KION Group are supported by financial taken from the internal reporting system and is determined using services in connection with direct long-term leasing business. In the assumption of a minimum rate of return on the capital this business, trucks leased directly to the end customer are employed. The increase of €7.3 million in net financial debt relat- refinanced by the KION Group. As in 2015, a large proportion of ing to long-term leasing business to €106.3  million (31  Decem- the portfolio was focused on business in western Europe. The ber  2015: €99.0  million) was attributable to the expansion in contribution made by the long-term leasing business in 2016 to business activities. > TABLE 031 Profitability of long-term leasing business in € million Revenues Adjusted EBITDA Adjusted EBIT Earnings before taxes (EBT) Financial position of long-term leasing business in € million Liabilities to banks Liabilities from financial services Lease liabilities Calculatory equity Total Leased assets Lease receivables Total TABLE 029 2015 444.4 87.5 5.4 3.9 TABLE 030 2015 99.0 – 855.6 33.5 988.1 334.4 653.7 988.1 2016 480.5 99.8 4.0 4.5 2016 106.3 8.3 1,007.2 39.4 1,161.2 429.7 731.5 1,161.2 A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 89 Refinancing of long-term leasing business TABLE 031 in € million Liabilities to banks Corporate bond (2013/2020) – fixed rate Other financial liabilities to non-banks ./. Capitalised borrowing costs Financial liabilities ./. Cash and cash equivalents Net financial liabilities Lease liabilities Liabilities from financial services Interest-bearing net liabilities Liabilities from short-term rental financing Liabilities from procurement leases Liabilities from finance leases Net operating debt 2016 2015 thereof non-current leasing business KION Group 3,188.6 106.3 – 7.2 – 12.9 3,183.0 – 279.6 2,903.4 1,007.2 8.3 3,918.9 456.7 21.0 477.7 – – – 106.3 – 106.3 1,007.2 8.3 1,121.8 – – – thereof non-current leasing business KION Group 225.9 450.0 6.2 – 5.5 676.5 – 103.1 573.5 855.6 – 1,429.1 421.0 18.1 439.0 99.0 – – – 99.0 – 99.0 855.6 – 954.6 – – – 4,396.6 1,121.8 1,868.1 954.6 KION GROUP AG | Annual Report 2016 A N E W E R A 90 KION GROUP AG Business activities Business performance in 2016 The business performance and position of KION GROUP AG are largely determined by the business performance and success of the Group. Detailed reports in this regard are set out in the ‘Busi- ness performance’ and ‘Financial position and financial perfor- KION GROUP AG is the strategic management holding company mance of the KION Group’ sections. in the KION Group. KION GROUP AG holds all the shares in KION Holding 2 GmbH and in the newly acquired DH Services Luxem- bourg Holding S.à r.l. Through DH Services Luxembourg Holding Financial performance S.à r.l., KION GROUP AG holds all the shares in Dematic. In turn, KION Holding 2 GmbH is the sole shareholder of Linde Material KION GROUP  AG does not have any operating activities itself. Handling GmbH, Aschaffenburg, which holds almost all of the The reported revenue has arisen as a result of the first-time appli- shares of the companies in the KION Group (excluding Dematic). cation of the provisions in the German Accounting Directive The annual financial statements of KION GROUP  AG have Implementation Act (BilRUG) and largely relates to the provision of been prepared in accordance with the provisions in the German services for affiliated companies. Commercial Code (HGB) and the German Stock Corporation Act The cost of materials is related to the revenue from the provi- (AktG). The management report has been combined with the sion of services and mostly consists of expenses for consultancy group management report. The consolidated financial state- services. ments have been prepared in accordance with International Personnel expenses rose to €43.9  million (2015: €34.1  mil- Financial Reporting Standards (IFRSs) and the additional provi- lion) as a consequence of organisational changes following the sions in section 315a HGB. Differences between the accounting implementation of the CTO organisation and additions to the per- policies in accordance with HGB and those in accordance with formance share plans. IFRSs arise primarily in connection with the accounting treatment Other operating expenses went up by €14.9  million to of financial instruments, provisions and deferred taxes. €51.5 million. These largely comprised costs for external services Management system, future development and risk position and consultancy. The main changes in net financial income / expenses were as follows: – Of the total income from profit-transfer agreements, €361.3 mil- As a holding company without any operating activities of its own, lion (2015: €24.6  million) related to KION Holding 2 GmbH KION GROUP  AG is indirectly dependent on the earnings and and €1.1 million (2015: €0.6 million) to proplan Transport- und economic performance of its subsidiaries. The management sys- tem, expected development and the opportunities and risks of Lagersysteme GmbH. – Interest expense and similar charges, which amounted to the KION Group are described in detail in the ‘Management sys- €27.0 million (2015: €2.8 million), arose mainly from expenses tem’ and ‘Outlook, risk report and opportunity report’ sections of for the provision of credit facilities and from bank interest this combined management report. expenses (2015: from unwinding the discount on the pension provisions). – Other interest and similar income for the most part consisted of interest income on intercompany receivables in the amount of €4.6 million (2015: €6.5 million). A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 91 – KION GROUP AG incurred tax expenses of €23.1 million as a in KION Holding 2 GmbH (€2,005.3 million) and the shares in pro- result of its role as the parent company of the tax group in plan Transport- und Lagersysteme GmbH (€0.6 million). 2016 (2015: €0.0 million). The receivables mainly consist of loans of €586.4 million to the Dematic Group and the Company’s entitlement to the transfer A total net profit of €258.3 million was generated in the year under of profits from KION Holding 2 GmbH of €361.3  million. As at review (2015: net loss of €29.3 million). > TABLE 032 31 December 2015, there had been receivables due from KION Holding 2 GmbH (€229.9 million). The substantially higher profit transfer from KION Holding 2 GmbH As a result of the capital increase of €459.3  million imple- led to a significantly higher net profit compared to the forecast mented in July 2016 and the higher net profit (€258.3 million), and for the year under review, which was for a net loss in the low after taking into account the payment of the dividend of €76.0 mil- double-digit-million range. lion, equity rose to €2,842.5  million (31  December  2015: €2,200.5  million). As a consequence of the new borrowing, the equity ratio was 51.6 per cent as at the reporting date (31 Decem- Net assets ber 2015: 97.6 per cent). At the end of 2016, the total assets of KION GROUP  AG had was mainly attributable to changes in pension provisions and per- increased by approximately 144.1  per  cent year on year to sonnel provisions. Pension provisions include provisions of €5,505.3  million. This was predominantly attributable to the €3.1 million (31 December 2015: €2.3 million) for former members acquisition of the Dematic Group. The financial assets include the of the Executive Board. KION GROUP AG recognised tax provi- carrying amount of the equity investment in DH Services Luxem- sions of €4.1 million as a result of taking over the role as the parent Provisions increased by €15.9 million to €62.8 million and this bourg Holding S.à r.l. (€2,468.5 million) – which in turn holds all company of the tax group. the shares in the subsidiaries in the Dematic Group –, the shares Financial performance in € million Revenue Operating income Operating expenses Material expenses Personnel expenses Other administrative expenses Depreciation expense Operating loss Net financial income Income taxes Net income (loss) TABLE 032 Change – 58.3% – 35.9% – – 28.7% – 40.9% 6.4% – 0.9% > 100% <– 100% > 100% 2015 – 12.6 – 70.7 – – 34.1 – 36.5 – 0.1 – 58.2 28.9 – 0.0 – 29.3 2016 17.6 19.9 – 96.1 – 0.7 – 43.9 – 51.5 – 0.1 – 58.7 340.0 – 23.1 258.3 KION GROUP AG | Annual Report 2016 A N E W E R A 92 Net assets in € million Assets Property, plant and equipment Financial assets Receivables and other assets Cash and cash equivalents Total assets Equity and liabilities Equity Retirement benefit obligation Tax provisions Other provisions Liabilities Deferred income Total equity and liabilities TABELLE 033 2016 2015 Change 0.1 4,474.4 974.0 56.7 5,505.3 0.2 2,005.9 248.8 0.0 2,255.0 2,842.5 2,200.5 20.3 4.1 38.4 2,599.9 0.1 5,505.3 13.5 – 33.4 7.4 0.2 2,255.0 – 32.7% > 100% > 100% – > 100% 29.2% 50.3% – 15.0% > 100% – 30.9% > 100% At the end of the year, liabilities to banks amounted to €2,546.3 mil- An agreement was reached for a firmly committed bridge lion (31  December  2015: €0.0  million). These liabilities were in loan of originally €3.0 billion as financing for the acquisition of connection with the acquisition of Dematic. > TABLE 033 Dematic. In July 2016, KION GROUP AG increased its share cap- Financial position ital by 10.0 per cent for cash. The total issue proceeds came to €459.3 million. Following this capital increase, the agreed financing under the bridge loan was reduced by the amount of the proceeds from By pursuing an appropriate financial management strategy, the the issue and now stands at €2,543.2 million. This loan amount KION Group – either directly through KION GROUP  AG or was fully drawn down as at the reporting date. The individual through Linde Material Handling GmbH (LMH), a subsidiary of tranches of the bridge loan become due for repayment in the KION GROUP AG – makes sufficient cash and cash equivalents period from 2018 to 2021. available at all times to meet the Group companies’ operational Back in the first quarter of 2016, KION GROUP AG decided and strategic funding requirements. KION GROUP AG is a pub- to enter into a new senior facilities agreement (SFA) with a syndi- licly listed company and therefore ensures that its financial man- cate of banks. The SFA comprises a revolving credit facility of agement takes into account the interests of shareholders and €1,150.0  million and a fixed-term tranche of €350.0  million. The banks. For the sake of these stakeholders, KION GROUP  AG SFA at LMH in existence up to that point was therefore repaid. makes sure that it maintains an appropriate ratio of internal The new SFA can also be utilised by other companies in the KION funding to borrowing. Group. KION GROUP AG has issued guarantees to the banks for A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 93 all of the payment obligations under the new SFA. The SFA is not Employees collateralised, as is typical in the current market environment for companies that are on the cusp of an investment-grade rating. HR strategy As a result of the drawdown of the bridge loan, the liabilities to banks amounted to €2,546.3 million (31 December 2015: €0.0 mil- The KION Group’s success is founded on the capabilities and lion). After deduction of cash and cash equivalents, net debt commitment of its employees. The ultimate objective of the KION amounted to €2,489.6 million (31 December 2015: €0.0 million). Group’s HR strategy is to provide the best possible support to the Employees targeted implementation of the KION Group Strategy 2020. To this end, the KION Group draws on a wide range of measures to ensure that there is always a sufficient number of highly qualified, hard-working employees at all levels of its operations. Attractive The average number of employees at KION GROUP AG was 172 working conditions and the opportunities for career progression in 2016 (2015: 138). KION GROUP AG employed 185 people as at afforded by working for an international group of companies play 31 December 2016 (31 December 2015: 139). an important role in this and provide a solid basis for meeting the NON-FINANCIAL PERFORMANCE INDICATORS manifold challenges presented by demographic change. The KION Group has maintained and continued to strengthen the high value of its employer brands, particularly those of Linde and STILL. In 2016, STILL was recognised as one of Germany’s best employers for the fifth year in succession by the Top Employers Institute, an international certification organisation. It also received a ‘Germany’s Top Employers’ award from the The KION  Group’s enterprise value is determined not only by CRF Institute. financial KPIs but also by non-financial influencing factors. These are based on the Company’s relations with its customers and Headcount employees, on its technological position and on environmental considerations. The KION Group can only achieve the targets The average number of employees (full-time equivalents (FTEs), that it has formulated for itself in the Strategy 2020 if it is an attrac- including trainees and apprentices) in the KION Group was tive and responsible employer that can retain competent and 24,957 in 2016 (2015: 23,129 FTEs). As at 31 December 2016, committed employees at all sites, if it develops products and the KION Group companies employed 30,544 FTEs, 7,038 more solutions that are closely tailored to customers’ needs and envi- than a year earlier. ronmental requirements now and in future, if it continually The increase was predominantly attributable to the acquisi- increases the customer benefits provided by its products and tion of Dematic. > TABLE 034 services and if it designs production processes in such a way that resources are conserved and emissions are avoided as far as Personnel expenses amounted to €1,520.3 million. The main rea- possible. son for this increase of 12.5 per cent compared with 2015 was the The KION  Group firmly believes that these aspects are rise in average headcount for 2016 and changes to collective important to its positioning as a pioneering company in a highly bargaining agreements. > TABLE 035 competitive environment. KION GROUP AG | Annual Report 2016 A N E W E R A 94 Employees (full-time equivalents)* 31/12/2016 Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total 31/12/2015 Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total Industrial Trucks & Services Supply Chain Solutions 16,005 2,103 241 187 442 4,086 23,064 15,707 1,921 229 154 485 4,141 22,637 1,931 52 0 2,910 944 973 6,810 262 0 0 54 0 7 323 * Number of employees (full-time equivalents) as at balance sheet date; allocation according to the contractual relationship Personnel expenses in € million Wages and salaries Social security contributions Post-employment benefit costs and other benefits Total 2016 1,198.3 258.4 63.6 1,520.3 2015 1,058.1 237.8 55.9 1,351.7 TABLE 034 Total 18,606 2,155 241 3,097 1,386 5,059 Corporate Services 670 0 0 0 0 0 670 30,544 545 0 0 0 0 0 545 16,515 1,921 229 208 485 4,148 23,506 TABLE 035 Change 13.3% 8.7% 13.8% 12.5% A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 95 Diversity Finding highly qualified people to fill specialist and executive positions is crucial to the KION Group’s success. As a result, one The KION Group sees itself as a global manufacturer with strong of the focuses of HR work across the Group in 2016 was, as in the intercultural awareness: as at 31  December  2016, people from previous years, the recruitment and development of suitable 83 different countries were employed across the KION Group. young talent. One of the ways in which the Company promotes interna- The KION Group endeavours to offer its employees interest- tional collaboration between employees is the KION expat ing career opportunities and flexible, family-friendly working-time programme, which gives employees the opportunity to transfer to models. The Group companies also collaborate closely on areas different countries where the KION Group is represented. such as talent management and training & development pro- The KION Group tackles the challenges of demographic grammes. This helps to systematically identify and support staff change by providing working conditions that are suited to with potential, high performers and experts in key functions. The employees’ age-related requirements and organising healthy- STILL Academy offers subject-specific and interdisciplinary train- living programmes so that it can continue to benefit from older ing courses. There is also an academy at Linde Material Handling employees’ experience. As at 31 December 2016, 26.5 per cent that develops employees’ skills, particularly in sales and service. of employees were over the age of 50 (31  December  2015: 25.1  per  cent). A total of 299 employees were participating in Training and professional development partial retirement models as at the reporting date (31 Decem- ber 2015: 258). The companies in the KION Group currently offer training for Compared with the previous year, the proportion of the KION 22 professions in Germany. They employed a total of 580 trainees Group’s total workforce made up of women was virtually unchanged and apprentices as at 31  December  2016 (31  December  2015: in 2016, at 16.3 per cent (2015: 16.1 per cent). To help increase the 571). Besides providing dual vocational training schemes, KION proportion of management positions occupied by women, the Group companies offer work placements for students combining Executive Board set targets that are published in the corporate gov- vocational training with a degree course in cooperation with vari- ernance report. Going forward, the KION Group intends to fill more ous universities. management positions with employees from outside Germany in order to better reflect the Company’s international make-up. Sharing in the Company’s success The KION Group offers flexible working-time models that promote a good work-life balance. In addition, Linde Material Having successfully floated on the stock exchange, the KION Handling has implemented a company agreement about ‘tele- Group launched the KION Employee Equity Programme (KEEP) in working/home office’, which stipulates the terms on which 2014. Initially limited to Germany, the programme was rolled out employees can work at home on a mutually agreed and volun- to more countries in 2015 and 2016. Around 1,100 employees tary basis. participated in this share matching programme in 2016, roughly 6 per cent of the total number who are eligible to do so. Development of specialist workers and executives The total participation rate for KEEP since its inception is around 17 per cent. In 2016, the longer-term HR strategy was revised in order to The plan for 2017 is to give employees in other countries the ensure even better and more targeted development for employ- opportunity to share in the company’s success by participating ees with high potential. in KEEP. In addition to the development activities geared specifically to In 2016, the remuneration of the approximately 300 top high-potential employees, greater priority will be given to succes- executives was updated by continuing the long-term remunera- sion planning for key positions in the KION Group in future and a tion components that had been introduced in 2014, thereby robust process will be implemented for this purpose. aligning it with the remuneration of the Executive Board. A third KION GROUP AG | Annual Report 2016 A N E W E R A 96 allocation under the long-term incentive plan (LTI) was made in HSE managers at the KION Group’s production facilities and the year under review. in its sales and service units have the opportunity to meet and talk Employee commitment with one another at an annual international summit. The health rate for 2016 stood at the high level of 97.0 per cent (2015: 96.4 per cent). Details of the other HSE key performance The KION Group’s products and services destined for its custom- indicators and of the measures initiated and implemented in 2016 ers are produced by committed and motivated employees. will be included in the KION Group’s separate sustainability That is why all KION companies aim to ensure a high level of report, which is expected to be published in the third quarter employee commitment. of 2017. Based on the manager survey conducted in 2015 and the action plan derived from it, a package of measures was defined and implemented in 2016 as part of the newly defined ‘Lift up’ Research and development corporate initiative, in particular to ensure the new organisational structure is firmly embedded. Strategic focus of research and development Alongside this objective, collaboration was further improved by holding a number of team workshops. The focus of research and development (R&D) is determined by Health and safety in the workplace tive of increasing the customer benefits in all price segments and the Strategy 2020. The KION Group pursues the primary objec- sales regions and, by adhering to modular and platform strate- The KION Group has a corporate policy setting out its obligations gies, offering high quality as well as high-performance products in respect of health, safety and the environment (HSE). These at competitive prices. This involves structuring R&D cost-effec- include taking comprehensive precautions to create a safe work- tively, reducing the complexity and diversity of products and ing environment and ensuring employees know how to avoid shortening development times for new products. R&D essentially risks and accidents. works on a cross-brand and cross-region basis, which ensures HSE activities centre on an internal audit programme, which that research findings and technological know-how are shared covers all of the KION Group’s production facilities as well as across the Group. In addition, specialist product development sales and service. The aim is to systematically document existing teams working for the individual brand companies and regions HSE measures and processes and to provide specific ideas for develop customer-specific solutions. how they can be developed further. Last year, nine central HSE In the Industrial Trucks & Services segment, the focus for pre- audits were carried out within the KION Group. mium products remains on total cost of ownership for customers. In 2016, an assessment of possible HSE risks was introduced The objective is to minimise these costs, which include the purchase for all sites. The starting point was a survey developed in the price, maintenance and repair costs and energy use, while comply- reporting year that ascertains the risk situation at each location. ing with environmental targets and regulatory requirements in order The KION Safety Championship, which was introduced in to create highly efficient and competitive products for customers. In 2014, provides additional motivation for employees to continually the volume and economy segments, the KION Group is establishing engage with HSE matters. Based on regular reporting from the shared, cross-brand and cost-efficient platforms that enable low- individual units and a set of four defined evaluation criteria, a cost production yet allow a strong degree of regional differentiation panel of judges awards prizes to those units that have shown in the industrial trucks. The development centre in the southern special dedication or considerable progress in an area of HSE. In Chinese city of Xiamen plays a particularly crucial role here. 2016, LMH EMEA’s FMO 5 shipping and logistics team in Aschaf- The Supply Chain Solutions segment focuses, on the one fenburg was crowned champion. hand, on refining its central software solution, Dematic iQ. This includes optimising the standard package and making customer- A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 97 specific and region-specific modifications. On the other hand, the Dematic) registered a total of 93 patents (2015: 70). As at manual and automated supply chain solutions, including their 31  December 2016, the companies of the KION Group held a components, are being constantly enhanced in order to achieve total of 2,689 patent applications and issued patents (31 Decem- even faster processes, seamless integration of all production and ber  2015: 1,641 patent applications and issued patents). The logistics steps and even greater productivity while using the same marked increase is predominantly attributable to the first-time amount of space. consolidation of Dematic. Across the segments, brand companies, and regions, the KION Group has brought together the technical functions – Focus of R&D in 2016 research and development, procurement, quality and production processes – in the new CTO organisation in order to make its Automation and connectivity operating units more competitive. Uniform standards and global As a result of acquiring Dematic, Egemin and Retrotech, the coordination of technical activities should enable the KION Group KION Group offers the full spectrum of solutions for Intralogistics to offer more product variants with less effort and shorter devel- 4.0. These range from intelligent industrial trucks and fleet opment processes in future. management solutions (Industrial Trucks & Services segment) to Key R&D figures fully integrated, automated intralogistics systems (Supply Chain Solutions segment), in which self-driving trucks can be included as a component. The KION Group has also strengthened its CTO Total spending on research and development came to €147.1 mil- organisation with the R&D teams from Dematic and Egemin, lion in 2016 (2015: €130.5 million), which equates to 2.6 per cent thereby laying the foundations for success in a digital future and of revenue. Total R&D expenditure included €50.6 million in capi- building on a whole host of product innovations in industrial talised development costs (2015: €40.9 million). These expenses trucks and supply chain solutions. were offset by depreciation and amortisation of €57.0  million (2015: €53.3 million) (see note [17] in the notes to the consolidated Industrial Trucks & Services financial statements). In 2016, STILL launched the first self-driving order picker, the The number of full-time jobs in R&D teams grew by iGo neo CX 20, on the market. The truck interacts with its opera- 39.8 per cent to 1,477. A total of 451 R&D employees were added tor and automatically follows him or her during the picking pro- as a result of the Dematic and Retrotech acquisitions. > TABLE 036 cess. This can mean time savings of up to 30  per  cent and a faster pick rate because the operator does not have to keep get- The KION Group takes comprehensive measures to protect the ting in and out of the truck. In addition, STILL unveiled the LiftRun- products it develops against imitations and pursues a spe- ner tugger train system, an automated forklift-free solution for cific patent strategy. In 2016, the KION companies (including on-site transporting materials. Research and development (R&D) in € million Research and development costs (P&L) Capitalised development costs Total R&D spending R&D spending as percentage of revenue 2016 96.5 50.6 147.1 2.6% 2015 89.7 40.9 130.5 2.6% TABLE 036 Change 7.6% 23.7% 12.7% – KION GROUP AG | Annual Report 2016 A N E W E R A 98 Linde Material Handling added further models to its innovative switched over to the FlexTruck universal mobile platform. The new robotics series, Linde-MATIC. In the medium term, Linde is aim- FlexTruck can include a robot arm, pallet lifter or conveyor, ena- ing for all of the major product series to include an automated bling it to pick the correct units from a pallet containing a single version. type of item in order to load up a stable, mixed-order pallet. This The KION premium brands also continued to enhance their new Dematic model series also comprises several modular, inter- fleet management solutions. STILL introduced the new ‘neXXt changeable components, such as cable harnesses and lithium- fleet’ software, which intelligently merges data sets from differ- ion/hydrogen fuel cell options, as well as all of the new reflector- ent applications and areas so that customers can analyse their less navigation features. fleets accurately and comprehensively. The tool comprises a Egemin Automation launched the E’tow® Easy Loop, a new variety of web applications (apps) that can be accessed easily standardised in-floor chain conveyor system that can be deliv- and conveniently from anywhere. In the medium term, STILL ered and installed particularly quickly thanks to its predefined neXXt fleet will replace the STILLReport and STILL FleetMan- components. The supply chain solution’s automatic chain lubri- ager applications. cation and self-cleaning capability enable it to run continuously LMH added the ‘pre-op check’ app to its ‘connect:’ fleet with virtually no maintenance, making it particularly appealing to management system. A smartphone or tablet can now be very logistics service providers. easily used to carry out the check that is required each time before a truck is used, as stipulated by the rules of the DGUV Software development (German Social Accident Insurance organisation). In addition, The KION Group’s software expertise was strengthened consid- LMH developed a new localisation technology that pinpoints the erably by the acquisition of Dematic as well as the related imple- location of trucks and transport containers to within centimetres mentation of agile structures and strategic research partnerships in real time. In the service business, LMH tested a mobile service for visualising and simulating supply chain solutions. The Dematic manager app that sends requests, together with the truck’s QR iQ and Dematic iQ Analytics software offers customers in the code and a photo of the defective function, directly to the LMH warehousing and distribution industry a host of functions for plan- service organisation. Supply Chain Solutions ning, optimising and executing orders plus comprehensive insights into the data that they collect. This enables them to auto- mate their facilities efficiently, regardless of whether they are Dematic has, on the one hand, further enhanced its Multishuttle automating individual process steps for the first time or already storage systems. The flexible and scalable Dematic Multishuttle 2 have extensive experience of automation. Dematic iQ solutions can significantly increase speed, accuracy and throughput in ware- are developed and thoroughly tested by highly qualified, dedi- houses, production plants or distribution centers. The ergonomi- cated R&D software development teams; new functions and cally optimized high performance order picking station RapidPick, releases usually come onto the market several times a year. The with its revolutionary delivery system and fully automated feeding, solutions are then configured, adapted and optimised for the indi- allows for rates of 1.000 order lines respectively 1.400 picks per vidual products by equally experienced teams of software engi- hour. A newly introduced modular sorting system increases perfor- neers. This ensures that every customer receives a bespoke solu- mance for numerous applications in production and distribution. tion that is tailored specifically to their automation requirements. The enhanced RapidStore UL 1200-1 for the automation of pallet The new Dematic iQ 2.3 release, for example, offers even faster warehouses was particularly developed to modify previously man- picking, and versions of it for different customer segments have ual processes under difficult spatial conditions. been successfully implemented. The on-demand fulfilment func- Dematic’s automated guided vehicle (AGV) systems have tion enables urgent orders to be processed as a matter of priority been fully updated: in the past three years, the automated very at the nearest picking station. narrow aisle trucks (VNAs) and the Flexfork 900, 1600 and 2500 counterbalance trucks have been completely redesigned and A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 99 Drive technology Customers The development of new drive technologies in the Industrial Trucks & Services segment is focused on lithium-ion batteries. The KION Group’s industrial trucks and automation solutions are STILL and Linde are using technology developed by the CTO deployed in all kinds of industries. Organisation in order to establish a lithium-ion standard for vari- The Industrial Trucks & Services segment has a very broadly ous electric forklift trucks and warehouse trucks and to gain a diversified customer base, ranging from large key accounts with competitive edge in this important future market. global operations to small and medium-sized enterprises that In 2016, Linde and STILL unveiled the first counterbalance typically order just a few trucks each year. trucks with lithium-ion batteries. Both manufacturers already The Supply Chain Solutions segment benefits from have a number of li-ion warehouse technology models and tow long-standing customer relationships with major players in the tractors in their portfolios. The first Linde trucks with lithium-ion e-commerce and logistics sectors. They influence the perfor- technology in the 1.4 – 1.8 tonne load capacity range went on sale mance of the segment’s new business and service business. The in November 2016. STILL intends to offer lithium-ion batteries in Dematic operating unit’s focus industries also include general 90 per cent of its trucks by the end of 2017. merchandise, grocery wholesale and retail, fashion, food and The focus of development work at Baoli was the upgrading of beverages, and parcel and courier services. Together with its trucks fitted with diesel engines, which must meet the new Dematic, KION already counts among the global market leaders China 3 emissions standard but also remain very affordable. In in most of these sectors and enjoys excellent relationships with its parallel, Baoli is working on new electric counterbalance trucks customers. It has been able to strengthen these relationships and warehouse trucks in order to expand these product lines. through joint development projects and other initiatives. Linde added new IC trucks in the 5 – 8 tonne load capacity The KION brand companies again exhibited at the sector’s range to its EVO series. The new trucks consume up to 20 per cent leading trade fairs LogiMAT, CeMAT and MODEX in various less fuel than their predecessors and feature extensive exhaust regions in 2016 in order to intensify their relationships with cus- aftertreatment. tomers and partners. In the United States, Dematic again hosted the Material Handling & Logistics Conference in Park City, Utah, Modular and platform strategy which featured a distinguished line-up of participants. More than The KION Group is establishing shared, cross-brand platforms 50 expert discussions gave existing and prospective customers for product development and production that are geared to the the opportunity to find out about the latest supply chain trends. volume and economy segments. The platforms enable the indus- The Dematic Sprocket User Conference was also held during trial trucks to be adapted to different regions cost-efficiently. the event, focusing primarily on the automation of processes in Development for the volume and economy segments is managed facilities management. In Europe, STILL organised a customer from China, where around one third of the R&D staff are based. day while LMH held its World of Material Handling customer The premium brands, Linde and STILL, have shared platforms event, which was attended by over 7,000 customers, dealers for the Asia-Pacific and Americas regions, whereas their products and business partners. for western Europe are developed using different platforms in In September, Dematic opened its new Imagination Center order to maintain the defining characteristics of the brands. in Heusenstamm, Germany, in which complex intralogistics All platforms are part of a global module strategy that enables processes can initially be configured in a virtual environment. products to be developed more cost-effectively and at a higher This enables customers to look at a number of bespoke solutions quality because of the growing number of common parts. The in detail before deciding which concept to implement. Dematic Group is therefore able to achieve high levels of synergy even in is one of the first companies in Germany to offer this type of prod- western Europe with its different platforms. Wherever possible, uct presentation. Moreover, the KION brand companies attracted local suppliers are used for regional product features. attention once again in 2016 by collecting a number of awards. In July 2016, for example, STILL received the Red Dot Award: KION GROUP AG | Annual Report 2016 A N E W E R A 100 Product Design 2016 for the EXV-SF pallet stacker. The Red Dot the CFO chairs the Sustainability Steering Committee, whose Award: Product Design is a mark of quality awarded only to members include the sustainability managers in the individual products that clearly stand out from the rest of the field. The operating units, the head of sustainability for the entire KION self-driving picking system iGo neo CX 20 was one of the winners Group and the people responsible for the various sustainability- of an award decided upon by readers of trade journal LOGISTRA related action areas. in recognition of technical, business and intellectual innovations For each action area, an individual programme has been, or in intralogistics and commercial vehicles. will be, created that sets out objectives and measures for refining the sustainability activities on an ongoing basis. Responsibility for implementing these measures lies with the person in charge of Sustainability the action area. The sustainability objectives define the minimum standard Acting responsibly has always been one of the principles by that applies to the entire KION Group. Individual units are permit- which the KION Group and its brand companies operate. They ted to achieve higher standards in their sustainability activities or strive for a balance between environmental, economic and social to tailor them to their needs as appropriate. considerations in their business activities. This focus on sustain- The development of the sustainability strategy and related ability is reflected in the Group’s eco-friendly and safe products objectives builds on existing groupwide standards and rules of that help customers to conserve energy, reduce emissions and conduct, such as the KION Group Code of Compliance. This comply with strict workplace safety standards (see the ‘Research defines clear rules, including on the correct way for employees to and development’ section). Furthermore, the KION Group ensures interact with each other as well as with customers, partners and that its production processes have as minimal an impact on the the public. All other standards and initiatives, e.g. relating to environment as possible and that it offers safe and discrimina- health, safety and the environment (HSE), are derived from the tion-free working conditions. code. It is available to the public on the KION Group website. Sustainability management The corporate policy on workplace safety, health and the environment defines a number of requirements for the KION Group companies including compliance with, as a minimum, all In 2016, the KION Group continued to work on the groupwide relevant national laws, codes of conduct and industry standards, sustainability management system that it had begun to establish ensuring safe working conditions and providing employees with the previous year. To this end, the reporting system introduced as the necessary training. Adverse effects on the environment must part of a pilot project for Linde Material Handling was rolled out to also be avoided as far as possible. the other departments and brand companies, although the new The KION Group’s objective is to gradually establish a cer- subsidiary Dematic is not yet included. tified system for quality, environmental and occupational health Specifically, a groupwide structure for sustainability was and safety management at all sites. Further sites obtained such developed and a corresponding management structure was certification in 2016, including the Indaiatuba production facility implemented in 2016. In addition, the preparations for a group- in Brazil, which became certified in all three areas for the first wide internal reporting system were completed, the relevant key time in 2016. performance indicators were defined and the preliminary work on organisational structures and content were carried out in prepa- Social aspects ration for publishing a separate sustainability report. All of the fully consolidated units of the KION Group are included in the sustain- Minimum standards for employment apply at Group level that are ability reporting system. based on the fundamental conventions drawn up by the Interna- The Group Executive Committee decides on the strategy, tional Labour Organization (ILO). These include freedom of asso- objectives and reporting process for sustainability. In addition, ciation, the right to collective bargaining, elimination of forced and A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 101 child labour, and a ban on discrimination in respect of employ- Transparent reporting on sustainability ment and occupation. Furthermore, the KION Group is commit- ted to ensuring health and safety standards in the workplace and The first groupwide sustainability report is planned for publication to paying its employees remuneration that is appropriate to the in the third quarter of 2017. As well as comprehensively describ- industry in the particular country and, at the very least, provides a ing the strategy, management approach and structures for sus- living wage. tainability, the report will contain data on relevant key perfor- Information on the KION Group’s major projects and devel- mance indicators and details of the KION Group’s success in its opments in the area of health and safety can be found in the rele- endeavours to develop sustainable products. For this reason, the vant part of the ‘Employees’ section. KION Group has not provided information on individual sustaina- bility KPIs in the 2016 annual report. Environmental protection Furthermore, the release of pollutants, discharge and emissions into the environment should be avoided as far as possible and the volume of waste should be reduced by making better use of raw materials and using recyclable materials. Materials, products and processes that comply with best environmental practice should be deployed; resources, energy and raw materials should be used efficiently. In the year under review, the KION Group set itself the medium-term objective of eliminating components that are man- ufactured using chromium trioxide (chromium VI). Aspects of sus- tainability are enshrined in the KION Group’s purchasing terms, which must be adhered to by suppliers and service providers. Sustainability – particularly protection of the environment, con- servation of resources and workplace safety – is an important consideration when developing new products and enhancing existing ones. KION GROUP AG | Annual Report 2016 A N E W E R A 102 Outlook, risk report and opportunity report OUTLOOK Forward-looking statements macroeconomic and industry-specific performance, which is described below. Business planning and financial planning are based on expected market performance, but also draw on other assumptions, such as those relating to changes in the cost of materials, the KION Group’s ability to command higher prices from customers and movements in exchange rates. The forward-looking statements and information given below are based on the Company’s current expectations and assess- Expected macroeconomic conditions ments. Consequently, they involve a number of risks and uncer- tainties. Many factors, several of which are beyond the control of In its January economic outlook, the International Monetary Fund the KION Group, affect the Group’s business activities and prof- (IMF) expects the global economy’s growth to accelerate, driven itability as well as the earnings of KION GROUP AG. Any unex- by the United States and China. Improved estimates for Europe pected developments in the global economy would result in the are another contributing factor. According to this forecast, the KION Group’s and KION GROUP AG’s performance and profits world’s economy will expand by 3.4 per cent in 2017, compared differing significantly from those forecast below. The KION Group with 3.1 per cent in 2016. Following weak growth in 2016, the IMF does not undertake to update forward-looking statements to believes global trade will return closer to the trend growth rate of reflect subsequently occurring events or circumstances. Further- four per cent in 2017. Nonetheless, the IMF warns of increasing more, the KION Group cannot guarantee that future perfor- protectionist tendencies, which could lead to a trade war. mance and actual profits generated will be consistent with the The outlook for macroeconomic conditions is based, in par- stated assumptions and estimates and can accept no liability ticular, on higher government spending and fiscal stimulus in in this regard. the United States and China as well as a further stabilising of Actual business performance may deviate from our forecasts the oil price. due, among other factors, to the opportunities and risks described here. Performance particularly depends on macroeconomic Expected sectoral conditions and industry-specific conditions and may be negatively affected by increasing uncertainty or a worsening of the economic and Going forward, the overall market for industrial trucks and ware- political situation. Forecast for 2016 house systems will continue to depend heavily on economic con- ditions in key sales markets. Over the past few years, the market’s growth – measured by the number of new trucks sold and the revenue of the largest system manufacturers – has consistently exceeded the growth rates for global gross domestic product The overall assessment of the financial situation of the KION (GDP). In view of the generally positive macroeconomic pros- Group compares the forecasts included in the 2015 group pects, the KION Group anticipates that the worldwide market for management report and subsequent interim reports with actual material handling solutions will continue to expand in 2017. performance in 2016. Assumptions Following substantial growth of almost eight per cent in the global market for new industrial trucks in 2016, growth rates are predicted to normalise, returning closer to the long-term trend of around four per cent. A further increase in orders is expected in Europe and North America, although growth rates will be more The forecasts in this section are derived from the KION Group’s modest due to the record-high market volume and political uncer- multiple-year market, business and financial plan, which is based tainties. Following a strong second half of 2016, the KION Group on certain assumptions. Market planning takes into account expects a further firming of demand in China. The constantly Annual Report 2016 | KION GROUP AGA NEW ERACOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 103 increasing number of trucks in operation worldwide provides a to €800 million. The adjusted EBIT margin is predicted to increase sustainable customer base for the service business. above the margin of 9.6 per cent that was generated in 2016. Free In the warehouse systems business, the rapid expansion of cash flow is expected to be in a range between €370 million and e-commerce and the increasingly widespread use of Indus- €430  million. The target figure for ROCE is in the range of try 4.0 technologies are likely to push up demand for automa- 9.5 per cent to 10.5 per cent. tion solutions. For this reason, the KION Group expects slightly Order intake in the Industrial Trucks & Services segment is faster growth, with average growth rates of around 10 per cent expected to be between €5,450 million and €5,600 million. The up to 2019. Expected business situation and financial performance of the KION Group target figure for revenue is in the range of €5,300  million to €5,450 million. The target range for adjusted EBIT is €605 mil- lion to €630  million. The adjusted EBIT margin is predicted to increase slightly above the margin of 11.3 per cent achieved in 2016. Order intake in the Supply Chain Solutions segment is In 2017, the KION Group aims to build on its successful per- expected to be between €2,350 million and €2,650 million. The tar- formance in 2016 and, based on the forecasts for market get figure for revenue is in the range of €2,200 million to €2,500 mil- growth, achieve further increases in order intake, revenue and lion. The target range for adjusted EBIT is €195 million to €230 mil- adjusted EBIT. lion. The adjusted EBIT margin is predicted to increase significantly The order intake of the KION Group is expected to be above the margin of 1.6 per cent that was generated in 2016. between €7,800  million and €8,250  million. The target figure The outlook is based on the assumption that material prices for consolidated revenue is in the range of €7,500  million to will hold steady and the current exchange rate environment will €7,950 million. The target range for adjusted EBIT is €740 million remain as it is. > TABLE 037 Outlook in € million Order intake* Revenue* Adjusted EBIT Free cash flow ROCE TABLE 037 KION Group Industrial Trucks & Services Supply Chain Solutions 2016 2017 2016 2017 5,833.1 7,800 – 8,250 5,383.2 5,450 – 5,600 5,587.2 7,500 – 7,950 5,202.6 5,300 – 5,450 537.3 – 1,850.0 740 – 800 370 – 430 6.8% 9.5% – 10.5% 586.9 605 – 630 – – – – 2016 431.2 366.0 6.0 – – 2017 2,350 – 2,650 2,200 – 2,500 195 – 230 – – * Disclosures for the segments Industrial Trucks & Services and Supply Chain Solutions include also intra-group cross-segment order intake and revenue (Total revenue). KION GROUP AG | Annual Report 2016 A N E W E R A 104 Expected financial position of the KION Group RISK REPORT As at 31  December  2016, an amount of €225.3  million had been drawn down from the revolving credit facility, which includes other loan liabilities and contingent liabilities. The Risk strategy fixed-term tranche of €350.0 million was fully drawn down as at the end of 2016. The business activities of the KION Group necessarily involve A bridge loan of €3,000.0 million was agreed for the acquisi- risk. Dealing responsibly with risk and managing it in a compre- tion of Dematic. The agreed financing volume was reduced by the hensive manner is an important element of corporate management. net proceeds from the capital increase in July 2016 of €457.3 mil- The overarching aim is to fully harness business opportunities lion and, when the bridge loan was drawn down for the first time while ensuring that risk always remains under control. Using its on 1 November 2016, amounted to €2,543.2 million. groupwide risk management system, the KION Group contains all As at the end of 2016, the bridge loan consisted of three identified risks by implementing suitable measures and takes fixed-term, floating-rate tranches: tranche A2 of €343.2  million, appropriate precautions. This ensures that the losses expected if tranche B of €1,200.0 million and a further loan of €1,000.0 million. these risks arise will be largely covered and therefore will not In February 2017, KION GROUP  AG partly refinanced the jeopardise the Company’s continuation as a going concern. bridge loan by issuing promissory notes (see note [50] in the At the KION Group, risk management has always been notes to the consolidated financial statements). Over the course embedded in the corporate controlling function and plays an of 2017, KION GROUP AG intends to use free cash flow to lower active and wide-ranging role due to the strategic focus of cor- its net debt still further. porate controlling. The operational units’ business models, strategic perspectives and specific plans of action are exam- ined systematically. This ensures that risk management is fully Overall statement on expected performance integrated into the KION Group’s overall planning and report- The basis for the long-term success of the KION Group will con- tinue to be the strong position occupied by its international and ing process. national brands in western Europe and the emerging markets. Principles of risk management The international brands Linde and STILL, in particular, safeguard their technology leadership and underline their status as premium The procedures governing the KION Group’s risk management brands in the Industrial Trucks & Services segment by maintain- activities are laid down in internal risk guidelines. For certain types ing high levels of capital expenditure and R&D spending. In of risk, such as financial risk or risks arising from financial ser- Dematic, the KION Group has acquired a leading player in the vices, the relevant departments also have guidelines that are expanding logistics systems segment. With a strong presence in specifically geared to these matters and describe how to deal the North American market, Dematic benefits from its position as with inherent risks. Risk management is organised in such a way the market number one in fast-growing customer segments such that it directly reflects the structure of the Group itself. Conse- as e-commerce, retail and wholesale. quently, risk officers supported by risk managers have been By pursuing its Strategy 2020 and other measures, the KION appointed for each company and each division. A central Group Group believes it will continue along its path of profitable growth risk manager is responsible for the implementation of risk man- and aims to achieve a further improvement in its market position agement processes in line with procedures throughout the worldwide in 2017. Group. His or her remit includes the definition and implementation of standards to ensure that risks are captured and evaluated. A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 105 The risk management process is organised on a decentralised ments and combined management report comply with the rele- basis. Firstly, a groupwide risk catalogue is used to capture the vant accounting standards. risks attaching to each company. Each risk must be captured individually. If the losses caused by a specific risk or the likelihood Material processes and controls in the of this risk occurring exceed a defined limit, the KION Group’s (Group) accounting process Executive Board and its corporate controlling function are notified immediately. Each risk is documented in an internet-based For its (Group) accounting process, the KION Group has reporting system designed specifically for the requirements of defined suitable structures and processes within its internal risk management. Risks affecting more than one Group com- control and risk management system and implemented them pany, such as market risks, competition risks, financial risks and in the organisation. risks arising from financial services, are not recorded individually Changes to the law, accounting standards and other pro- but are instead evaluated at Group level. Consequently, such nouncements are continually analysed with regard to their rele- risks are not quantified. vance and effect on the consolidated financial statements and The scope of consolidation for risk management purposes is group management report; the relevant changes are then incor- the same as the scope of consolidation for the consolidated finan- porated into the Group’s internal policies and systems. cial statements. The risks reported by the individual companies are All consolidated entities must follow the KION GROUP IFRS combined to form divisional risk reports as part of a rigorous report- Accounting Manual when preparing their IFRS reporting pack- ing process. To this end, minuted risk management meetings are ages. This manual contains the recognition, measurement and held once a quarter. Moreover, material risks are discussed with disclosure rules to be applied in the KION Group’s accounting in the segments at the business review meetings. The divisional risk accordance with IFRS. The accounting guidelines primarily reports are then used to compile an aggregate risk portfolio for the explain the financial reporting principles specific to the KION KION Group as a whole. To support this, the relevant departments Group’s business. In addition, all companies must adhere to the of the holding company are consulted each quarter in order to iden- schedule defined by head office for preparing the consolidated tify and assess risk – particularly Company-wide, cross-brand risk financial statements and group management report. affecting areas such as treasury, purchasing, tax, human resources The accounting-based internal control and risk manage- and financial services. The Executive Board of KION GROUP AG ment system encompasses defined control mechanisms, and the Supervisory Board’s Audit Committee are informed of the automated and manual reconciliation processes, separation of Group’s risk position once a quarter. The Internal Audit department functions, the four-eyes principle and adherence to policies audits the risk management system at regular intervals. and instructions. Material features of the internal control and risk management system pertaining to the (Group) accounting process Principles The employees involved in the Group’s accounting process receive regular training in this field. Throughout the accounting process, the local companies are supported by central points of contact. The consolidated accounts are drawn up centrally using data from the consolidated subsidiaries. A consolidation depart- ment with specially trained employees carries out the consolida- tion activities, reconciliations and monitoring of the stipulated deadlines and processes. Monthly checklists have been drawn The main objectives of the accounting-related internal control up for the consolidation process and are worked through in a system are to avoid the risk of material misstatements in financial standardised manner. All postings are managed centrally and doc- reporting, to identify material mismeasurement and to ensure umented. This team also monitors the system-based controls and compliance with the applicable regulations and internal instruc- supplements them with manual checks. The entire accounting tions. This includes verifying that the consolidated financial state- process contains a number of specific approval stages, for which KION GROUP AG | Annual Report 2016 A N E W E R A 106 extensive plausibility checks have been set up. Employees with the relevant expertise provide support on specialist questions and complex issues. Internal control mechanisms and ongoing analysis of the regulatory framework enable any risks that might jeopardise the compliance of the consolidated financial statements and group management report with accounting standards to be identified as soon as possible so that appropriate countermeasures can be taken. Such risks form part of the KION Group’s aggregate risk profile and are classified as operational risk. The Internal Audit department evaluates governance, risk management and the control processes by following a systematic and structured process, thus helping to bring about improve- ments. It focuses primarily on the following aspects: tems for avoiding financial losses; – appropriateness and effectiveness of the internal control sys- – compliance with legal requirements, directives from the – correct performance of tasks and compliance with business Executive Board, other policies and internal instructions; principles. Risk Aggregate risk Risk matrix DIAGRAM 005 H G H I L E V E L K S I R I M U D E M • Market risk • Procurement risk • Production risk • Risks arising from customer project business W O L • Competition risk • R&D risk • IT risk • Financial risk • Risk arising from financial services • Human resources risk • Sales risk • Legal risk LOW MEDIUM HIGH PROBABILITY OF OCCURRENCE HIGH RISK MEDIUM RISK LOW RISK In 2016, the aggregate risk position was largely unchanged com- The market risks and competition risks described, the risks along pared with the previous year. However, the importance of risks the value chain, the human resources risks and the legal risks from customer project business increased significantly as a result largely relate to the Industrial Trucks & Services and Supply Chain of the Dematic acquisition. Solutions segments. Risks arising from financial services mainly With regard to 2017, the risks in the risk matrix below will be affect the Industrial Trucks & Services segment, while financial continually observed and evaluated in terms of their extent and risks would predominantly impact on the Corporate Services probability of occurrence. For example, the KION Group consid- segment. ers the probability of market risk materialising as low because of the fairly positive market expectations. However, the possible Market risks and competition risks impact of market risk continues to be rated at a medium risk level because of the importance of the market for the KION Group’s Market risks business situation and financial performance. As things stand at Market risk can arise when the economy as a whole or a particu- present, there are no indications of any risks that could jeopardise lar sector does not perform as well as had been anticipated in the the Company’s continuation as a going concern. > DIAGRAM 005 outlook. Cyclical fluctuations in macroeconomic activity affect both the market for industrial trucks and the market for auto- A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 107 mated supply chain solutions. Customers’ decisions on whether Other risks arise as a result of constant changes in the Com- to invest depend to a large degree on the macroeconomic situa- pany’s political, legal and social environment. Because it oper- tion and conditions in their particular sector. During an economic ates in countries in which the political or legal situation is uncer- downturn, customers tend to postpone their capital expenditure tain, the KION Group is exposed to the consequent risk of on new industrial trucks and automated supply chain solutions. government regulation, amendments to customs regulations, Although demand for services is less cyclical, it correlates with capital controls and expropriations. The KION Group mitigates the degree of utilisation of the trucks and systems – which usually such strategic risks by, for example, carrying out in-depth market declines during difficult economic periods. As the KION Group research, conducting thorough evaluation procedures to assess can only adjust its fixed costs to fluctuations in demand to a lim- political and economic conditions and drafting contracts appro- ited extent, reductions in revenue impact on earnings. priately. Despite the acquisition of Dematic and the associated increase in the future proportion of revenue from North America, Competition risks the proportion of revenue earned in the eurozone remains high. Competition risk describes the risk that growing competitive As a result, the market conditions that prevail there impact signif- pressure will prevent the KION Group from achieving its predicted icantly on the KION Group’s financial performance. In view of the margins and market share. The markets in which the KION Group increasing stabilisation of economic growth at a low level, the operates are characterised by strong competition, often price- direct market risk arising from a downturn in the economy has driven. Price competition is compounded by some manufacturers further reduced for the eurozone, whereas the development of having cost advantages in production, sometimes due to the cur- geopolitical risks is currently unforeseeable. However, unfavoura- rency situation and sometimes because local labour costs are ble trends affecting major trading partners, e.g. China, might lower. This primarily affects the Industrial Trucks & Services seg- reduce eurozone customers’ willingness to invest and conse- ment, where competition is fierce, particularly in the economy quently the demand for the KION Group’s products. and volume price segments, and the impact is especially strong A further weakening of growth in the emerging markets could in emerging markets. Building on their local competitive strength, also have a negative effect on global trade volumes and thus on manufacturers in emerging markets are also looking for opportu- growth in the material handling market. The market risks referred nities to expand. Although the high quality expectations and to could be heightened by geopolitical risks and possible cur- service needs of customers in developed markets present a bar- rency crises. rier to growth for many of these manufacturers, this situation is Various measures aimed at making cost structures more likely to intensify competitive pressures in future. flexible – such as the consolidation of production facilities and It is also conceivable that competitors will join forces and the platform strategy – help to contain the earnings risk arising their resulting stronger position will be detrimental to the KION from reductions in revenue caused by economic conditions. Group’s sales opportunities. Moreover, predictions of higher Diversification of the customer base in terms of industry and volumes and margins may lead to overcapacity, which would put region as well as expansion of service activities also play a role in increased pressure on prices. mitigating risk. Moreover, the KION Group closely monitors the Although the KION Group’s strengths have enabled it to market and its competitors so that it can identify market risks at charge appropriate prices until now, it is taking a variety of steps to an early stage and adjust its production capacities in good time. contain competition risk. Alliances, partnerships, acquisitions and Besides global economic growth and other data, the KION Group other measures are playing an increasing role in improving the also analyses exchange rates, price stability, the consumer and KION Group’s competitiveness in terms of resources, market investment climate, foreign trade activity and political stability in access and product range. The steps that the KION Group is tak- its key sales markets, constantly monitoring the possible impact ing to mitigate its competition risk also include making its plants on its financial performance and financial position. more efficient and securing low-cost sources of supply. KION GROUP AG | Annual Report 2016A NEW ERA108 The KION Group also continually evaluates its options for nents. The KION Group obtains some of its key components from strengthening and consolidating its position in emerging markets, a limited number of core suppliers. Key components in the Indus- in particular through strategic partnerships, the creation of joint trial Trucks & Services segment include internal combustion ventures or acquisition of local manufacturers. One of the risks of engines, tyres and high-performance forged and electronic parts. such alliances and acquisitions is that the expected benefits will The risk of supply bottlenecks – for example in the event materialise only partly or not at all. For example, the organisa- of a shortage of raw materials or financial difficulties at core tional integration of new units can harm financial performance for suppliers – cannot be ruled out in future. The KION Group a variety of reasons. It is also possible that a partner will collabo- mitigates this risk through appropriate diversification of its sup- rate with competitors if exclusivity agreements are not in place. plier structure in the context of a global procurement organisa- tion. In addition, the supplier development department, which Risks along the value chain focuses on improving suppliers’ production processes, helps suppliers to ensure that their processes are cost-efficient and Research and development risks offer excellent quality. The KION Group’s market position and business performance Price changes present another procurement-related risk. depend to a large extent on its ability to remain a leading pro- In 2016, around 25 per cent of the cost of materials for new trucks vider of technology. This requires the Group to continually was directly influenced by changes in commodity prices (2015: develop products that meet customer expectations and comply 25.8  per  cent). Moreover, conditions in the commodity markets with changing regulatory and technological requirements. To this typically affect component prices after a delay of three to end, the KION Group must anticipate customers’ needs and six  months. The KION Group endeavours to pass on price changing market conditions and has to quickly bring new prod- increases to customers but cannot always do so entirely due to ucts to market. If the Company does not succeed in doing market pressures. this, its technological and competitive position could be com- promised in the long term. Production risks The innovations developed by the KION Group are compre- Production risks are largely caused by quality problems, possible hensively protected by intellectual property rights, in particular disruptions in operational procedures or production downtime at patents. Nevertheless, there is always the possibility that prod- individual sites. In such cases, the KION Group’s closely inte- ucts or product components will be imitated. There is also a risk grated manufacturing network presents a heightened risk to its that patent applications will not be successful. ability to deliver goods on time. There is also a risk that structural The KION Group mitigates research and development risk by measures and reorganisation projects will not be implemented focusing firmly on customer benefit in its development of prod- owing to disruption of production or strikes. Delays in delivery or ucts and solutions. Customer needs are incorporated into the a rise in the number of complaints could harm the KION Group’s development process on an ongoing basis by ensuring close positioning in the price segments and sales markets that it collaboration between sales and development units and taking serves and, as a result, could harm its financial situation. account of all region-specific requirements. To mitigate these risks, the KION Group carries out preven- Procurement risks tive maintenance, implements fire protection measures, trains its staff and builds a pool of external suppliers. The Company has Procurement activities constitute a potential risk for the KION taken out a commercially appropriate level of insurance cover Group in terms of the lack of availability of parts and components against loss. Quality assurance is a high priority throughout the for logistical or quality reasons and the rising cost of raw materi- value chain and reduces possible quality-related risks arising als, energy, base products and intermediate products. As a from the products and services provided. The KION Group result, there is always the possibility that the KION Group will face mitigates its quality-related risks significantly by applying rigorous backlogs in the supply of individual raw materials and compo- quality standards to its development activities, conducting A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 109 stringent controls throughout the process chain and maintaining IT risks close contact with customers and suppliers. A high degree of interconnectedness between sites and with cus- tomers and other companies means that the KION Group also Risks arising from customer project business relies on its IT systems working flawlessly. The KION Group In the customer project business, risks can arise from deviations undertakes ongoing further development of a reliable, extendable from the original schedule, leading to revenue and profit being and flexible IT system environment with the aim of countering any recognised in subsequent years or, in isolated cases, contractual IT-related risks that may arise from the failure of IT systems and penalties having to be paid. Another possible risk is that the tech- IT infrastructure. Internal IT resources are pooled in KION Infor- nology deviates from the promised specifications, which may mation Management Services GmbH, which has well-estab- result in additional completion costs. The long-term nature of indi- lished processes for portfolio management and project planning vidual projects can lead to cost increases during the project life- and control. Independent external audits are conducted to pro- time that were not anticipated in the project costing and cannot vide additional quality assurance. Various technical and organisa- be passed onto the customer. tional measures protect the data of the KION Group and its Group To mitigate these risks in the Supply Chain Solutions seg- companies against unauthorised access, misuse and loss. These ment, project management includes a comprehensive process of measures include procedures to validate and log access to the risk management. This involves detailed evaluation of the risks Group’s infrastructure. when defining the technical aspects of quotations plus risk provi- sioning based on the individual project specifications when pre- Financial risks paring quotations. A multistage approval process based on an extensive list of criteria ensures that financial, country-specific, Group Treasury is responsible for ensuring that sufficient financial currency-specific and contractual risks are largely avoided. resources are always available for the KION Group’s international As projects are progressing, the potential risks in each growth. The main types of financial risk managed by Group individual project are analysed using detailed continuous reviews Treasury, including risks arising from funding instruments, are based on the individual items of work that make up the project, liquidity risk, currency risk, interest-rate risk and counterparty to keep potential risks to a minimum. risk. Counterparty risk consists solely of credit risks attaching Sales risks to financial institutions. Risk management procedures issued by Group Treasury stipulate how to deal with the aforemen- The main sales risks – besides a drop in revenue caused by market tioned risks. conditions – result from dependence on individual customers and Long-term financial liabilities rose by €2,331.8 million from its sectors. For example, it is possible that customers would postpone level at 31 December 2015 to reach €2,889.1 million at the end of or cancel orders during a period of economic difficulty. There have 2016. As at 31 December 2016, the main components of long- not been any significant cancellations in previous years, however. It term borrowing were the long-term ‘Term Loan B’ under the SFA is also conceivable that customers would face a liquidity shortfall (€350.0 million) and the non-current liabilities associated with the and therefore be unable to fulfil their payment obligations immedi- new AFA that came into force for the financing of the Dematic ately or even at all. Although the KION Group’s dependence on indi- acquisition (€2,543.2 million). The unused, unrestricted revolv- vidual sectors and on individual customers has increased since the ing credit facility stood at €924.7 million as at 31 December 2016. acquisition of Dematic due to its customer project business, the The risk position has not changed significantly as a result of the overall level is still considered to be low. The business is highly diver- adjustments to the financing structure after the reporting date sified from a regional perspective. In addition, the KION Group sup- (see note [50] in the notes to the consolidated financial state- plies companies of all sizes. Experience has shown that the KION ments). Risk arising out of the lending conditions that have been Group’s exposure to the risk of possible payment defaults is low, agreed was not regarded as material as at 31 December 2016. It but this risk can be further mitigated by recovering any collateral. relates in particular to the restrictions in respect of compliance KION GROUP AG | Annual Report 2016A NEW ERA110 with financial covenants and upper limits for certain transactions Risks arising from financial services and in respect of the obligation to submit special regular reports. The KION Group complied with all the lending covenants in the The leasing activities of the Industrial Trucks & Services seg- reporting year. ment mean that the KION Group may be exposed to residual The Company generally refers to credit ratings to manage value risks from the marketing of trucks that are returned by counterparty risk when depositing funds with a financial institution. the lessee at the end of a long-term lease and subsequently The KION Group only uses derivatives to hedge underlying sold or re-leased. Residual values in the markets for used operational and financial transactions; they are not used for spec- trucks are therefore constantly monitored and forecast. The ulative purposes. It is exposed to currency risk because of the KION Group regularly assesses its aggregate risk position aris- high proportion of its business conducted in currencies other ing from financial services. than the euro. Normally, at least 75 per cent of the currency risk The risks identified are immediately taken into account by the related to the planned operating cash flows based on liquidity Company in the costing of new leases by recognising writedowns planning is hedged by currency forwards in accordance with the or valuation allowances and adjusting the residual values. relevant guideline. Risk-mitigating factors include the demand for used trucks, which Group Treasury rigorously complies with and monitors the stabilises the residual values of the KION Group’s industrial strict separation of functions between the front, middle and back trucks. The majority of the residual values have underlying remar- offices. Each Group company’s liquidity planning is broken down keting agreements that transfer any residual-value risk to the leas- by currency and incorporated into the KION Group’s financial ing company. This had a positive impact on the financial results in planning and reporting process. Group Treasury checks the 2016. Groupwide standards to ensure that residual values are liquidity planning and uses it to determine the funding require- calculated conservatively, combined with an IT system for residu- ments of each company. al-value risk management, reduce risk and provide the basis on The funding terms and conditions faced by the lenders them- which to create the transparency required. selves (manifested, for example, in the payment of liquidity premi- The KION Group mitigates its liquidity risk and interest-rate ums on interbank lending) may result in a future shortage of lines risk attaching to financial services by ensuring that most of its of credit and / or increased financing costs for companies. How- transactions and funding loans have matching maturities and by ever, the Group currently does not expect any further changes in constantly updating its liquidity planning. Long-term leases are its lines of credit or any excessive increases in margins. primarily based on fixed-interest agreements. The credit facilities Goodwill and brand names represented 40.3 per cent of provided by various banks and an effective dunning process total assets as at 31  December  2016 (31  December  2015: ensure that the Group has sufficient liquidity. 33.4 per cent). Pursuant to IFRS, these assets are not amor- In order to exclude currency risk, the KION Group gener- tised and their measurement depends, above all, on future ally funds its leasing business in the local currency used in expectations. If these future expectations are not fulfilled, each market. there is a risk that impairment losses will have to be recognised Because of low default rates, counterparty risk has not been on these assets. significant to date in the Group. The KION Group has not identified The individual Group companies directly manage counter- any material changes between 2015 and 2016. The Group also party risks involving customers. These counterparty risks did not mitigates any losses from defaults by its receipt of the proceeds change significantly in 2016. Each individual Group company has from the sale of repossessed trucks. In addition, receivables man- established a credit management system for identifying custom- agement has been improved by enhancing the dunning process. er-related counterparty risks at an early stage and initiating the The credit risk management system was updated during 2016. necessary countermeasures. Analysis of the maturity structure of Besides the design of the business processes, it also encom- receivables is an integral element of monthly reporting. passed the risk management and risk control processes. Annual Report 2016 | KION GROUP AGA NEW ERACOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 111 Moreover, the KION Group offers the majority of financial services Any damage to the environment may lead to legal disputes and indirectly via selected financing partners that bear the risks of the give rise to reputational risk. finance transaction. As far as these financial services are con- The Company has taken measures to prevent it from incur- cerned, the KION Group bore the counterparty risk in under ring financial losses as a result of these risks. Although legal dis- three per cent of cases (2015: three per cent). putes with third parties have been insignificant both currently and in the past, the Company has a centralised reporting system to Human resources risks and legal risks record and assist pending lawsuits. In addition to the high quality and safety standards applicable to all users of the Company’s The KION Group relies on having highly qualified managers and products, with which it complies when it develops and manufac- experts in key roles. If they left, it could have a long-term adverse tures the products, it has also taken out the usual types of insur- impact on the Group’s prospects. ance to cover any third-party claims. In addition, interdisciplinary That is why the KION Group actively engages in HR work teams work on the avoidance of risks arising from inadequate aimed at identifying and developing young professionals with contractual arrangements. A further objective of this cooperation high potential who already work for the Company and retaining across functions is to ensure compliance with mandatory laws, them over the long term, thereby enabling succession planning regulations and contractual arrangements at all times. for key roles across the Group. The KION Group also positions Owing to the KION Group’s export focus, legal risk and repu- itself in the external market as an employer of choice. This will tational risk arise due to the numerous international and local enable it to make strategic additions to its portfolio of existing export controls that apply. The Company mitigates these risks staff and, in this way, avert the risk of possibly losing expertise with a variety of measures. Consequently, export controls are an and thereby becoming less competitive. important part of the compliance activities carried out by the Any restructuring measures may result in a risk of strikes and Group companies. reactions of other kinds by the workforce. As demonstrated sev- eral times in the past, this risk is contained by collaborating closely with employee representatives and, if job losses are nec- essary, taking comprehensive steps to ensure they are achieved with the minimum possible social impact. The legal risks arising from the KION Group’s business are OPPORTUNITY REPORT typical of those faced by any company operating in this sector. Principles of opportunity management The Group companies are a party in a number of pending law- suits in various countries. The individual companies cannot Opportunity management, like risk management, forms a central assume with any degree of certainty that they will win any of the part of the Company’s day-to-day management. In 2016, the lawsuits or that the existing risk provision in the form of insurance aggregate opportunity position was largely unchanged com- or provisions will be sufficient in each individual case. However, pared with the previous year. Individual areas of opportunity are the KION Group is not expecting any of these existing legal pro- identified within the framework of the strategy process. Opportu- ceedings to have a material impact on its financial position or nities are determined and managed on a decentralised basis in financial performance. These lawsuits relate, among other things, line with the Group strategy. to liability risks, especially as a result of legal action brought by There are monthly reports on the opportunity situation as third parties because, for example, the Company’s products were part of the regular Group reporting process. As a result, the KION allegedly faulty or the Company allegedly failed to comply with Group is in a position to ascertain at an early stage whether contractual obligations. Further legal risk may arise as a result of market trends, competitive trends or events within the Group the environmental restoration of sites that have been shut down in require individual areas of opportunity to be re-evaluated. recent years, for example work required due to contamination. This  may  lead to reallocation of the budgets earmarked for the KION GROUP AG | Annual Report 2016A NEW ERA112 realisation of opportunities. Such decisions are made on the Medium- to long-term market opportunities are presented, in basis of the potential of the opportunity, drawing on empirical particular, by: values. There is no management system for the evaluation of opportunities comparable to the system for risk management. Categorisation of opportunities By ‘opportunities’, we mean positive deviations from the expecta- tions set out in the outlook relating to the economic situation and the KION Group’s position. Opportunities are divided into three – growing demand for intralogistics products, solutions and services as a consequence of globalisation, industrialisation and fragmentation of supply chains, as well as the necessary efficiency enhancements due to limited storage space and changing consumer needs; – high demand for replacement investments, especially in – the trend towards outsourcing service functions, particularly developed markets; categories: in the market for industrial trucks, and growth in demand for – Market opportunities describe the potential resulting from finance solutions; – increased use of industrial and warehouse trucks powered trends in the market and competitive environment and from by electric motors – one of the KION Group’s particular the regulatory situation. – Strategic opportunities are based on implementation of the strengths; – growing demand for automation solutions and fleet man- Group’s strategy. They  may  lead to positive effects that agement solutions in connection with the rapidly expanding exceed planning assumptions. – Business-performance opportunities arise in connection with operational activities along the value chain, such as e-commerce sector, as well as the realisation of Industry 4.0 concepts. restructuring or cost-cutting measures. Strategic opportunities Opportunity situation Market opportunities The positive impact of strategic activities, such as the Strategy 2020, is already largely reflected in the expectations regarding the KION Group’s financial performance in 2017. Nevertheless, the individual activities could create positive effects that exceed expectations. There is also a possibility that new strategic oppor- The economy as a whole may perform better than expected tunities that were not part of the planning  may  arise over the in 2017. In addition, circumstances may occur in the wider market course of the year, for example in the form of acquisitions and at any time – such as quality problems at competitors or the strategic partnerships. effects of consolidation – that increase demand for products from The KION Group’s medium- to long-term strategic opportu- the KION Group brands. New, unforeseen regulatory initia- nities in the Industrial Trucks & Services segment arise, in particu- tives could be launched, for example the tightening of health lar, from: and safety regulations or emissions standards, that would push up demand for products offered by the KION Group brands. – a greater presence in the economy and volume price seg- Average prices for procuring commodities over the year may be ments, particularly as a result of the systematic implementa- cheaper than anticipated. tion of the groupwide platform strategy; A N E W E R A Annual Report 2016 | KION GROUP AG COMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 113 – strengthening of its market-leading position in core western European markets by boosting its technological expertise Business-performance opportunities and making greater use of shared modules; – expansion of the service portfolio, including financial ser- Business-performance opportunities primarily arise from ongoing activities to modernise and streamline the KION Group’s produc- vices, at every stage of the product lifecycle, taking advan- tion facilities and from the worldwide integration of the production tage of the high number of trucks in use. network. By investing in new locations, products can be assem- bled nearer to the markets in which they are to be sold, econo- The KION Group’s medium- to long-term strategic opportunities mies of scale can be achieved across the Group and synergies in the Supply Chain Solutions segment arise, in particular, from: can be leveraged. Further development of the Group’s back- – further consolidation of its position in the market for intralo- office services will also help to achieve these objectives. The following  may  lead to an increase in profitability in the gistics solutions based on the growing acceptance of auto- medium term: mation concepts; – the advancing digitalisation and automation of production and supply chains as part of Industry 4.0. – Ongoing efficiency increases at production sites may boost – Effective use of global development capacities  may  create sales and improve the gross margin. synergies and economies of scale. KION GROUP AG | Annual Report 2016 A N E W E R A CONSOLIDATED FINANCIAL STATEMENTS Contents 115 CONSOLIDATED FINANCIAL STATEMENTS 116 CONSOLIDATED INCOME STATEMENT 117 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 118 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 120 CONSOLIDATED STATEMENT OF CASH FLOWS 122 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 124 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 124 145 155 191 Basis of presentation Notes to the consolidated income statement Notes to the consolidated statement of financial position Other disclosures 232 AUDITORS’ REPORT 233 RESPONSIBILITY STATEMENT S T N E M E T A T S L A I C N A N I F D N O I T A M R O F N I L A N O I T I D D A E A N E W E R A KION GROUP AG | Annual Report 2016 D Konzernabschluss_en.indd 114 25.02.17 13:48 D Konzernabschluss_en.indd 115 25.02.17 13:48 CONSOLIDATED FINANCIAL STATEMENTS Contents 115 CONSOLIDATED FINANCIAL STATEMENTS 116 CONSOLIDATED INCOME STATEMENT 117 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 118 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 120 CONSOLIDATED STATEMENT OF CASH FLOWS 122 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 124 124 145 155 191 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Basis of presentation Notes to the consolidated income statement Notes to the consolidated statement of financial position Other disclosures 232 AUDITORS’ REPORT 233 RESPONSIBILITY STATEMENT S T N E M E T A T S L A I C N A N I F D N O I T A M R O F N I L A N O I T I D D A E A N E W E R A KION GROUP AG | Annual Report 2016 D Konzernabschluss_en.indd 114 25.02.17 13:48 D Konzernabschluss_en.indd 115 25.02.17 13:48 116 Consolidated income statement Consolidated income statement in € million Revenue Cost of sales 1 Gross profit Selling expenses Research and development costs 1 Administrative expenses Other income Other expenses Profit (loss) from equity-accounted investments Earnings before interest and taxes Financial income Financial expenses Net financial expenses Earnings before taxes Income taxes Current taxes Deferred taxes Net income Note [8] [9] [10] [11] [12] [13] [14] Attributable to shareholders of KION GROUP AG Attributable to non-controlling interests Earnings per share according to IAS 33 (in €) [16] Basic earnings per share Diluted earnings per share 1 Last year figures were adjusted due to a change in presentation in 2016, for details see note [7] to the consolidated financial statements TABLE 038 2015 5,097.9 – 3,655.1 1,442.8 – 618.0 – 89.7 – 355.9 99.6 – 66.6 10.6 422.8 51.4 – 144.0 – 92.6 330.2 – 109.2 – 132.5 23.3 221.1 217.1 3.9 2.20 2.20 2016 5,587.2 – 4,034.6 1,552.6 – 662.4 – 96.5 – 411.2 87.7 – 41.9 6.5 434.8 88.9 – 184.5 – 95.7 339.2 – 93.1 – 86.2 – 6.9 246.1 245.5 0.5 2.38 2.38 A N E W E R A Annual Report 2016 | KION GROUP AG CONSOLIDATED FINANCIAL STATEMENTS Consolidated income statement Consolidated statement of comprehensive income 117 Consolidated statement of comprehensive income Consolidated statement of comprehensive income in € million Net income Items that will not be reclassified subsequently to profit or loss Gains / losses on defined benefit obligation thereof changes in unrealised gains and losses thereof tax effect Changes in unrealised gains and losses from equity-accounted investments Items that may be reclassified subsequently to profit or loss Impact of exchange differences thereof changes in unrealised gains and losses thereof realised gains (–) and losses (+) Gains / losses on hedge reserves thereof changes in unrealised gains and losses thereof realised gains (–) and losses (+) thereof tax effect Gains / losses from equity-accounted investments thereof changes in unrealised gains and losses Other comprehensive income Total comprehensive income Attributable to shareholders of KION GROUP AG Attributable to non-controlling interests Note [29] [40] TABLE 039 2015 221.1 14.7 12.7 17.3 – 4.5 1.9 24.3 19.9 19.9 – 4.0 – 16.1 20.9 – 0.8 0.4 0.4 38.9 260.0 256.5 3.5 2016 246.1 – 50.4 – 50.1 – 66.9 16.7 – 0.2 108.3 109.8 109.8 – – 1.7 21.8 – 24.0 0.4 0.1 0.1 57.9 304.0 304.0 – 0.1 KION GROUP AG | Annual Report 2016 A N E W E R A 118 Consolidated statement of financial position Consolidated statement of financial position – Assets TABLE 040 in € million Goodwill Other intangible assets Leased assets Rental assets Other property, plant and equipment Equity-accounted investments Lease receivables Other financial assets Other assets Deferred taxes Non-current assets Inventories Trade receivables Lease receivables Income tax receivables Other financial assets Other assets Cash and cash equivalents Current assets Total assets Note [17] [17] [18] [19] [20] [21] [22] [23] [24] [14] [25] [26] [22] [14] [23] [24] [27] 2016 3,605.8 2,630.9 429.7 575.3 679.1 72.7 531.3 47.5 12.3 420.2 9,004.6 672.4 998.9 200.3 35.2 82.0 86.2 279.6 2,354.6 2015 1,548.1 904.4 334.4 544.0 508.8 73.6 472.0 45.9 30.2 349.0 4,810.3 553.5 670.5 181.7 7.9 58.4 54.8 103.1 1,629.9 11,359.2 6,440.2 A N E W E R A Annual Report 2016 | KION GROUP AG CONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of financial position 119 Consolidated statement of financial position – Equity and liabilities TABLE 041 in € million Subscribed capital Capital reserve Retained earnings Accumulated other comprehensive loss Non-controlling interests Equity Retirement benefit obligation Non-current financial liabilities Lease liabilities Other non-current provisions Other financial liabilities Other liabilities Deferred taxes Non-current liabilities Current financial liabilities Trade payables Lease liabilities Income tax liabilities Other current provisions Other financial liabilities Other liabilities Current liabilities Total equity and liabilities Note [28] [29] [30] [31] [32] [34] [35] [14] [30] [33] [31] [14] [32] [34] [35] 2016 108.6 2,444.4 183.4 – 207.0 5.7 2,535.1 991.0 2,889.1 722.0 92.3 349.3 202.8 905.3 2015 98.7 1,996.6 11.3 – 265.5 7.7 1,848.7 798.0 557.2 617.7 83.4 315.6 185.4 302.7 6,151.7 2,860.0 293.9 802.2 285.2 63.0 163.4 222.6 842.1 119.3 574.6 237.9 79.8 111.5 194.4 414.0 2,672.5 1,731.5 11,359.2 6,440.2 KION GROUP AG | Annual Report 2016 A N E W E R A 120 Consolidated statement of cash flows Consolidated statement of cash flows in € million Earnings before interest and taxes Note Amortisation, depreciation and impairment charges of non-current assets [15] Other non-cash income (–) / expenses (+) Gains (–) / losses (+) on disposal of non-current assets Changes in leased assets (excluding depreciation) and lease receivables / liabilities Change in rental assets (excluding depreciation) and liabilities for Finance Leases ¹ Change in inventories Change in trade receivables / payables Cash payments for defined benefit obligations Change in other provisions Change in other operating assets / liabilities Taxes paid Cash flow from operating activities Cash payments for purchase of non-current assets Cash receipts from disposal of non-current assets Dividends received 2016 434.8 454.7 45.0 1.7 TABLE 042 2015 422.8 401.4 12.9 – 2.4 – 94.9 – 158.2 – 155.9 – 31.2 – 78.8 – 20.6 4.7 – 8.6 – 108.7 414.3 – 22.1 – 60.9 – 24.2 23.6 39.6 – 84.8 455.0 – 166.7 – 142.6 6.4 9.6 0.0 5.0 14.1 18.2 – 84.9 77.4 – 4.5 [18], [22], [31] – 120.4 [19], [34] [25] [26], [33] [29] [32] [37] [37] [37] Acquisition of subsidiaries (net of cash acquired) and other equity investments [5], [37] – 2,118.7 Proceeds from disposal of shares from equity investments, net of cash Cash receipts / payments for sundry assets Cash flow from investing activities ¹ [37] – 2,264.3 – 122.3 A N E W E R A Annual Report 2016 | KION GROUP AG CONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of cash flows 121 Consolidated statement of cash flows (continued) in € million Capital contribution from shareholders for the carried out capital increase Capital increase from issuing of employee shares Acquisition of treasury shares Dividend of KION GROUP AG Dividends paid to non-controlling interests Cash receipts / payments for changes in ownership interests in subsidiaries without change of control Financing costs paid Proceeds from borrowings Repayment of borrowings Interest received Interest paid Cash payments from other financing activities Cash flow from financing activities Effect of foreign exchange rate changes on cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Note [37] [28] [37] [37] [37] [37] [37] [37] [37] 2016 456.7 3.2 – 2.8 – 76.0 – 2.1 0.3 – 23.2 4,362.5 – 2,618.5 8.0 – 76.3 – 5.5 2,026.3 0.2 176.5 103.1 279.6 TABLE 042 2015 0.0 3.1 – 2.7 – 54.3 – 1.5 0.5 – 5.6 911.0 – 1,134.9 7.1 – 50.4 – 1.2 – 329.1 0.5 4.1 98.9 103.1 1 Last year figures were adjusted due to a change in presentation, for details see note [37] to the consolidated financial statements KION GROUP AG | Annual Report 2016 A N E W E R A 122 Consolidated statement of changes in equity Consolidated statement of changes in equity in € million Balance as at 01/01/2015 Net income for the year Other comprehensive income (loss) Comprehensive income (loss) Dividend of KION GROUP AG Dividends paid to non-controlling interests Acquisition of treasury shares Changes from employee share option programme Effects from the acquisition / disposal of non-controlling interests Changes from application of the equity-method Other changes Balance as at 31/12/2015 Balance as at 01/01/2016 Net income for the year Other comprehensive income (loss) Comprehensive income (loss) Capital increase Transaction costs Dividend of KION GROUP AG Dividends paid to non-controlling interests Acquisition of treasury shares Changes from employee share option programme Effects from the acquisition / disposal of non-controlling interests Other changes Balance as at 31/12/2016 Note Subscribed capital 98.7 Capital reserves 1,996.2 [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] 0.0 0.0 – 0.1 0.1 98.7 98.7 0.0 9.9 – 0.1 0.0 – 2.6 3.0 1,996.6 1,996.6 0.0 449.4 – 2.0 – 2.7 3.2 108.6 2,444.4 Retained earnings – 148.2 217.1 217.1 – 54.3 – 3.2 – 0.1 11.3 11.3 245.5 245.5 – 76.0 2.6 183.4 A N E W E R A Annual Report 2016 | KION GROUP AG CONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of changes in equity 123 Accumulated other comprehensive income (loss) Cumulative translation adjustment Gains / losses on defined benefit obligation Gains / losses on hedge reserves Gains / losses from equity- accounted investments Equity attributable to shareholders of KION GROUP AG Non- controlling interests – 31.7 – 264.6 – 4.2 – 4.3 1,641.8 20.3 20.3 12.7 12.7 4.0 4.0 2.3 2.3 217.1 39.4 256.5 – 54.3 0.0 – 2.7 3.1 0.0 – 3.2 – 0.1 – 11.4 – 251.9 – 11.4 – 251.9 110.4 110.4 – 50.1 – 50.1 – 0.2 – 0.2 – 1.7 – 1.7 – 2.0 1,841.0 – 2.0 1,841.0 – 0.1 – 0.1 245.5 58.5 304.0 459.3 – 2.0 – 76.0 0.0 – 2.8 3.2 0.0 2.6 99.0 – 302.0 – 1.9 – 2.2 2,529.4 5.3 3.9 – 0.4 3.5 0.0 – 1.5 0.0 0.0 0.3 0.0 0.0 7.7 7.7 0.5 – 0.6 – 0.1 0.0 0.0 0.0 – 2.1 0.0 0.0 0.2 0.0 5.7 TABLE 043 Total 1,647.1 221.1 38.9 260.0 – 54.3 – 1.5 – 2.7 3.1 0.3 – 3.2 – 0.1 1,848.7 1,848.7 246.1 57.9 304.0 459.3 – 2.0 – 76.0 – 2.1 – 2.8 3.2 0.2 2.6 2,535.1 KION GROUP AG | Annual Report 2016 A N E W E R A 124 Notes to the consolidated financial statements Basis of presentation [1] GENERAL INFORMATION ON THE COMPANY In order to improve the clarity of presentation, certain items are aggregated in the statement of financial position and the income statement. The items concerned are disclosed and explained separately in the notes. Assets and liabilities are broken down into current and non-current items in accordance with IAS  1.60. The KION GROUP AG, whose registered office is at Abraham- Lincoln- consolidated income statement is prepared in accordance with the Strasse 21, 65189 Wiesbaden, Germany, is entered in the com- cost of sales (function-of-expense) method. mercial register at the Wiesbaden local court under reference The consolidated financial statements are prepared in euros, HRB 27060. which is the Group’s functional currency and reporting currency. The KION Group is a global leader in industrial trucks, ware- All amounts are disclosed in  millions of euros (€  million) unless house technology, related services and supply chain solutions. In stated otherwise. The addition of the totals presented may result 2016, the Group’s 30,000 highly skilled employees generated in minor rounding differences. The percentages shown are calcu- €5,587.2 million in revenue (2015: €5,097.9 million). lated on the basis of the respective amounts, rounded to the The consolidated financial statements and the combined nearest thousand euros. The separate financial statements of the group management report and management report of the Com- subsidiaries included in the consolidation were prepared as at pany were prepared by the Executive Board of KION GROUP AG the same reporting date as the annual financial statements of on 22 February 2017. KION GROUP AG. [2] BASIS OF PREPARATION Financial reporting standards to be adopted for the first time in the current financial year The following financial reporting standards were adopted for the The consolidated financial statements of the KION Group for the first time in 2016: financial year ended 31 December 2016 have been prepared in accordance with section 315a of the German Commercial Code – Amendments to IFRS 10 ‘Consolidated Financial State- (HGB) in conjunction with the International Financial Reporting ments’, IFRS 12 ‘Disclosure of Interests in Other Entities’ and Standards (IFRSs) of the International Accounting Standards IAS 28 ‘Investments in Associates and Joint Ventures’, clarifi- Board (IASB) applicable as at the reporting date as well as the cation relating to application of the exception to the consoli- associated interpretations (IFRICs) of the IFRS Interpretations Committee (IFRS IC) as adopted by the European Union in accordance with Regulation (EC) No. 1606/2002 of the European Parliament and of the Council concerning the application of inter- national accounting standards. All of the IFRSs and IFRICs that had been enacted by the reporting date and that were required to dation obligation for investment entities relating to the acquisition of interests in joint operations – Amendments to IFRS 11 ‘Joint Arrangements’: clarification – Amendments to IAS 1 ‘Presentation of Financial Statements’: – Amendments to IAS 16 ‘Property, Plant and Equipment’ and amendments in connection with the disclosure initiative be applied in the 2016 financial year have been applied in prepar- IAS 38 ‘Intangible Assets’: clarification relating to revenue- ing the consolidated financial statements. based depreciation and amortisation A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 125 Basis of presentation – Amendments to IAS 16 ‘Property, Plant and Equipment’ and – Amendments to IAS 12 ‘Income Taxes’: amendments relating IAS 41 ‘Agriculture’: amendments relating to the financial to the recognition of deferred tax assets for unrealised losses reporting for bearer plants – Amendments to IAS 19 ‘Employee Benefits’: defined benefit – Amendments to IAS 27 ‘Separate Financial Statements’: plans: employee contributions amendments relating to the application of the equity method for subsidiaries, joint ventures and associates in separate financial statements – Annual Improvements to IFRSs (2010 – 2012) – Annual Improvements to IFRSs (2012 – 2014). on available-for-sale financial assets – Amendments to IAS 40 ‘Investment Property’: clarification in relation to transfers of property to, or from, investment property – IFRIC 22 ‘Foreign Currency Transactions and Advance Con- – Annual Improvements to IFRSs (2014 – 2016). sideration’ These standards and interpretations are expected to be applied by the entities included in the KION Group only from the date on The first-time adoption of these amendments to standards has which they must be adopted for the first time. Initial information had no significant effect on presentation of the financial perfor- from an analysis of the impact from the first-time adoption of mance, financial position or notes to the financial statements of IFRS 15 ‘Revenue from Contracts with Customers’ and IFRS 16 the KION Group. Financial reporting standards released but not yet adopted ‘Leases’ indicates that there is likely to be a clear impact on finan- cial position, especially as a consequence of the greater recogni- tion of indirect end customer finance and purchase leases in the statement of financial position. Effects will arise both from the application of the control principle in IFRS 15 and from the appli- cation of the right-of-use approach specified by IFRS 16. The In its consolidated financial statements for the year ended implications for financial position and financial performance from 31 December 2016, the KION Group has not applied the following the first-time application of IFRS 15 ‘Revenue from Contracts with standards and interpretations, which have been issued by the Customers’ in respect of revenue from construction contracts IASB but were not yet required to be adopted in 2016: and of IFRS 9 ‘Financial Instruments’, especially in relation to the – Amendments to IFRS 2 ‘Share-based Payment’: amend- subsequent measurement of financial assets, are currently still being analysed. The effects of the first-time adoption of the other ments relating to the classification and measurement of standards and interpretations on the presentation of the financial share-based payment transactions – Amendments to IFRS 4 ‘Insurance Contracts’: exempting provisions relating to the adoption of IFRS 9 ‘Financial Instru- ments’ before the effective date of the new version of IFRS 4 – IFRS 9 ‘Financial Instruments’ – IFRS 15 ‘Revenue from Contracts with Customers’ – Clarifications to IFRS 15 ‘Revenue from Contracts with Customers’: amendments relating to the identification of position and financial performance of the KION  Group are expected to be insignificant. [3] PRINCIPLES OF CONSOLIDATION performance obligations, classification as principal or agent, Acquisitions are accounted for using the acquisition method. In revenue from licenses and transition relief – IFRS 16 ‘Leases’ – Amendments to IAS 7 ‘Statement of Cash Flows’: amend- accordance with IFRS 3, the identifiable assets and the liabilities assumed on the acquisition date are recognised separately from goodwill, irrespective of the extent of any non-controlling inter- ments in connection with the disclosure initiative ests. The identifiable assets acquired and the liabilities assumed are measured at their fair value. KION GROUP AG | Annual Report 2016 A N E W E R A 126 The amount recognised as goodwill is calculated as the amount by which the acquisition cost, the amount of non-controlling interests in the acquiree and the fair value of all previously held equity interest at the acquisition date exceeds the fair value of [4] BASIS OF CONSOLIDATION the acquiree’s net assets. If the cost of acquisition is lower than KION GROUP AG’s equity investments include subsidiaries, joint the fair value of the acquiree’s net assets, the difference is rec- ventures, associates and financial investments. ognised in income. In addition to KION  GROUP  AG, the consolidated financial For each acquisition, the Group decides on a case-by-case statements of the KION  Group include, using the acquisition basis whether the non-controlling interest in the acquiree is rec- method, all material subsidiaries over which KION  GROUP  AG ognised at fair value or as a proportion of the net assets of the exercises control. KION GROUP AG controls a subsidiary if it has acquiree. The option to recognise non-controlling interests at fair decision-making power over the main activities of the entity and value is not currently exercised. Consequently, non-controlling can use this power to affect the amount of the variable returns to interests are recognised at the proportionate value of the net which it is exposed as a result of the equity investment. Subsidi- assets attributable to them excluding goodwill. aries acquired in the course of the financial year are consolidated In the case of business combinations in stages, previously from the date on which control is obtained. Companies sold in the held equity interests are recognised at their fair value at the acqui- course of the financial year are deconsolidated from the date on sition date. The difference between their carrying amount and fair which control is lost. value is recognised in the consolidated income statement. A joint venture is an equity interest in which the entity is jointly For the purpose of impairment testing, goodwill is allocated managed by companies in the KION  Group and one or more to cash-generating units that are likely to benefit from the busi- partners on the basis of a contractual agreement, and these par- ness combination. ties have rights to the net assets of the joint venture. Transaction costs are immediately taken to income. Contin- Associates are entities in which companies in the KION Group gent consideration elements are included at fair value at the date are able to exercise significant influence, either directly or indi- of acquisition when determining the purchase consideration. rectly, over the financial and operating policies of the entity con- Contingent consideration elements may consist of equity instru- cerned. Significant influence is assumed when KION GROUP AG ments or financial liabilities. Depending on the category, changes holds between 20 per cent and 50 per cent of the voting rights. in their fair value are included in subsequent measurements. Equity interests over which KION  GROUP  AG is unable to The consolidated financial statements include all of the parent exercise control or a significant influence, or that are not jointly con- company’s material subsidiaries. Intragroup balances, transactions, trolled by KION GROUP AG, are classified as financial investments. income and expenses, and gains and losses on intercompany The number of equity investments broken down by category transactions are eliminated in full. Deferred taxes are recognised on is shown in > TABLE 044. temporary differences arising from consolidation transactions. Transactions with non-controlling interests are treated as trans- actions with the Group’s equity providers. Differences between the consideration paid for the acquisition of a non-controlling interest and the relevant proportion of the carrying amount of the subsid- iary’s net assets are recognised in equity. Gains and losses aris- ing from the sale of non-controlling interests are also recognised in equity, provided there is no change in control. Associates and joint ventures that are of material importance to the presentation of the financial position and financial performance of the KION Group are accounted for using the equity method. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 127 Basis of presentation Shareholdings by categories TABLE 044 01/01/2016 Additions Disposals 31/12/2016 Consolidated subsidiaries Domestic Foreign Equity-accounted associates and joint ventures Domestic Foreign Non-consolidated subsidiaries and other investments Domestic Foreign 102 22 80 9 5 4 55 14 41 40 4 36 – – – 11 – 11 3 1 2 – – – 6 1 5 139 25 114 9 5 4 60 13 47 A total of 25 German (2015: 22) and 114 foreign (2015: 80) subsid- Where other requirements are met, the fully consolidated iaries were fully consolidated in addition to KION GROUP AG as companies listed in > TABLE 045 are exempt from the obligation to at 31  December  2016. The acquisition of the Dematic Group disclose annual financial statements and to prepare notes to the involved the acquisition of DH Services Luxembourg Holding financial statements and management reports in accordance S.à r.l., Luxembourg, plus its 33 subsidiaries (see note [5]). with sections 264 (3) and 264b HGB on account of their inclusion in As had been the case a year earlier, nine joint ventures and the consolidated financial statements. In the case of KION Hold- associates were accounted for under the equity method as at ing 2 GmbH and STILL Financial Services GmbH, it has been 31 December 2016. In each case, the last available annual finan- decided solely not to disclose the annual financial statements. cial statements were used as the basis for measurement. A detailed overview of all the direct and indirect sharehold- 60 (2015: 55) companies with minimal business volumes or ings of KION  GROUP  AG is shown in the list of shareholdings no business operations were not included in the consolidation. (note [47]). The non-consolidated subsidiaries and other equity invest- ments (joint ventures and associates that are not accounted for using the equity method, plus financial investments) are of minor importance to the presentation of the financial position and financial performance of the KION Group, both individually and as a whole. KION GROUP AG | Annual Report 2016 A N E W E R A 128 German entities exempted from disclosure requirements Entities exempted BlackForxx GmbH Eisenwerk Weilbach GmbH Fahrzeugbau GmbH Geisa KION Financial Services GmbH KION Holding 2 GmbH KION Information Management Services GmbH KION Warehouse Systems GmbH Klaus Pahlke GmbH & Co. Fördertechnik KG Linde Material Handling GmbH LMH Immobilien GmbH & Co. KG LMH Immobilien Holding GmbH & Co. KG Schrader Industriefahrzeuge GmbH & Co. KG STILL Financial Services GmbH STILL Gesellschaft mit beschränkter Haftung Urban-Transporte Gesellschaft mit beschränkter Haftung TABLE 045 Head office Stuhr Wiesbaden Geisa Wiesbaden Wiesbaden Wiesbaden Reutlingen Haan Aschaffenburg Aschaffenburg Aschaffenburg Essen Hamburg Hamburg Unterschleißheim [5] ACQUISITIONS Dematic position as a full-service provider of intelligent supply chain and automation solutions and can benefit from megatrends, such as digitalisation and the growing e-commerce business. With tech- nology centres and production facilities worldwide, Dematic has more than 100 sites in 22 countries. The cash consideration paid for the acquired net assets On 21 June 2016, the KION Group reached agreement with funds amounted to €1,782.7  million, plus €383.4  million to extinguish managed by AEA Investors and the Ontario Teachers’ Pension debt instruments. A cash flow hedge in connection with the pur- Plan to acquire 100 per cent of the capital and voting shares in chase price obligation denominated in foreign currency (see DH Services Luxembourg Holding S.à r.l., Luxembourg. The deal note [40]) gave rise to exchange-rate-driven changes of €10.4 mil- was completed on 1 November 2016. DH Services Luxembourg lion, which were recognised as a basis adjustment. The forward Holding S.à r.l. is the parent company of the Dematic Group. The exchange deals involved had been recognised beforehand using acquisition of Dematic, a leading specialist for automation and hedge accounting. optimisation of supply chains, will make the KION Group one of The incidental acquisition costs incurred by this business the world’s top suppliers of solutions for Intralogistics 4.0. The combination amounted to €20.2  million and have been recog- KION Group’s sales and service network, technology and nised in consolidated profit or loss under administrative expenses. resources will enable it to offer customers of all sizes in diverse The impact of this acquisition on the consolidated financial state- industries worldwide a complete range of material handling ments of KION  GROUP  AG based on the incomplete figures products and services. The KION Group is thus strengthening its available at the acquisition date is shown in > TABLE 046. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 129 Basis of presentation Impact of the acquisition of Dematic on the financial position of the KION Group TABLE 046 in € million Goodwill Customer relationships Brand names Technology & development Other intangible assets Other property, plant and equipment Deferred taxes Other non-current assets Non-current assets Inventories Trade receivables Cash and cash equivalents Other current assets Current assets Total assets Retirement benefit obligation Non-current financial liabilities Deferred taxes Other non-current liabilities Non-current liabilities Current financial liabilities Trade payables Other current liabilities Current liabilities Total liabilities Total net assets Cash payment Repayment of debt instruments Consideration transferred Fair value at the acquisition date 1,925.7 673.5 349.7 515.6 127.1 153.4 105.0 28.2 3,878.2 83.1 255.1 74.6 69.3 482.1 4,360.3 98.3 516.1 614.6 10.5 1,239.5 334.8 220.3 399.6 954.7 2,194.2 2,166.1 1,782.7 383.4 2,166.1 KION GROUP AG | Annual Report 2016 A N E W E R A 130 It has not been possible to complete the analysis of the acquired An agreement was reached with a group of banks for a assets and assumed liabilities before the publication date for bridge loan (acquisition facilities agreement, AFA) to finance the these consolidated financial statements because of the timing of acquisition of Dematic. The original amount of the AFA was the deal close to the reporting date, the complexity of the busi- €3,000.0 million. This bridge loan was to be refinanced partly by ness model and the extent of the detailed information necessary long-term capital-market and bank debt and partly by equity. For to carry out the measurements. The above acquisition’s purchase this reason, KION GROUP AG implemented a capital increase in price allocation as at 31  December  2016 should therefore be July 2016 that generated gross proceeds of €459.3 million (see treated as incomplete in terms of the recognition and measure- disclosures in note  [28]). The agreed financing volume was ment of the acquired net assets at fair value – especially the reduced by the proceeds from the issue of shares and, when the measurement of the intangible assets, property, plant and equip- AFA was drawn down for the first time on 1  November  2016, ment, construction contracts, inventories and provisions. Addi- amounted to €2,543.2 million. tionally, the deferred taxes should be considered as incomplete. The line item ‘Acquisition of subsidiaries (net of cash acquired) Furthermore, the reported purchase price should be viewed as and other equity investments’ in the consolidated statement of incomplete due to contractual verification by KION. The goodwill cash flows contains a net cash outflow of €2,091.1 million for the represents both the well-qualified workforce and the KION acquisition of the Dematic Group. Group’s expectations of revenue synergies. The latter will be gen- erated on the sales side as Dematic makes use of the compre- hensive sales and service organisation of Linde and STILL in Retrotech Inc. Europe. At the same time, Dematic’s strong market position in North America and elsewhere should help to stimulate the truck On 8 February 2016, the KION Group reached agreement on the business outside Europe. The goodwill arising from this acquisi- acquisition of Retrotech Inc., a US systems integrator of auto- tion is currently not tax deductible. The derived goodwill is initially mated warehouse and distribution solutions. The transaction was being assigned to the Dematic cash-generating unit (CGU). closed on 1 March 2016. The purchase price for the 100 per cent For now, the useful lives applied to the customer relationships stake in Retrotech Inc., which is headquartered in Rochester, are 10 to 15 years, and to technology & development 15 years. New York State, was €25.0 million. The receivables acquired as part of this transaction, which The incidental acquisition costs incurred by this business largely constitute trade receivables (€170.9  million) and unbilled combination amounted to €0.7  million. They have been recog- receivables from construction contracts with a net credit balance nised as an expense for the current period and reported as (€96.1  million), totalled €267.1  million gross. At the acquisition administrative expenses in the consolidated income statement. date, it was assumed that trade receivables of €11.4 million and The impact of this acquisition on the consolidated financial state- unbilled receivables from construction contracts with a net credit ments of KION GROUP AG based on the figures available at the balance of €0.5 million would not be recoverable. Consolidated acquisition date is shown in > TABLE 047. revenue rose by €259.5 million as a result of the acquisition. The net income reported for 2016 contains a loss totalling €26.5 mil- lion attributable to the entities acquired. If the business combina- tion had been in place for the whole of the year, i.e. from 1 Janu- ary  2016, this would have caused an increase in revenue of €1,705.0 million and a decrease in net income of €128.2 million for the KION  Group in 2016. The loss from the acquired entities results from non-operating losses in the course of the amortisa- tion of the fair values determined for the acquired assets on initial recognition of the business combination. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 131 Basis of presentation Impact of the acquisition of Retrotech Inc. on the financial position of the KION Group TABLE 047 in € million Goodwill Other intangible assets Trade receivables Cash and cash equivalents Other assets Total assets Financial liabilities Trade payables Other current financial liabilities Other liabilities Total liabilities Total net assets Cash payment Consideration transferred Fair value at the acquisition date 24.3 15.4 8.8 1.7 3.0 53.2 9.6 7.5 5.0 6.2 28.3 25.0 25.0 25.0 As part of this transaction, receivables in a gross amount of deferred tax liabilities recognised thereon, which caused the €8.8  million were acquired, of which €5.3  million constituted goodwill recognised to reduce by a total of €2.0 million. unbilled receivables from construction contracts with a net credit The goodwill represents the KION Group’s expectations of balance. At the acquisition date, the amount of acquired trade strategic and geographical synergies, and the benefit of the receivables that could not be recovered was insignificant. Con- well-qualified workforce. The goodwill arising from this acquisi- solidated revenue rose by €17.5 million as a result of the acqui- tion is currently not tax deductible. The derived goodwill is sition. The net income reported for 2016 contains a loss totalling assigned to the Egemin Automation CGU. €4.9  million attributable to the entity acquired. If this business The line item ‘Acquisition of subsidiaries (net of cash acquired) combination had been in place for the whole of the year, i.e. and other equity investments’ in the consolidated statement of from 1 January 2016, this would have had no material impact on cash flows contains a net cash outflow of €23.2  million for the either the revenue or the net income (loss) reported by the KION acquisition of Retrotech Inc. Group for 2016. In the second quarter of 2016, the main item was a change in the measurement of other intangible assets within the measure- ment period. In addition to the increase in other intangible assets, this adjustment also caused a countervailing increase in the KION GROUP AG | Annual Report 2016 A N E W E R A 132 Other acquisitions The impact of these acquisitions on the consolidated financial statements of KION GROUP AG based on the figures available at In October 2015, 100.0  per  cent of the shares in the dealer their acquisition dates is shown in > TABLE 048. Emhilia Material Handling S.p.A. (formerly Moden Diesel S.p.A.), Modena, Italy, had been acquired. At the end of October 2015, The goodwill constitutes the strategic, technological and geo- 100.0 per cent of the shares in LR Intralogistik GmbH, Wörth an graphical synergies that the KION Group expects to derive from der Isar, Germany, a specialist in intralogistics concepts that these business combinations. None of the goodwill arising from the eschew forklift trucks in favour of tugger trains, had also been other acquisitions is currently tax deductible. The goodwill derived acquired. These two subsidiaries were included in the KION from these acquisitions is assigned to the STILL EMEA CGU. Group’s basis of consolidation for the first time in January 2016 The contingent considerations in connection with the acqui- because they had become more financially important. sition of LR Intralogistik GmbH contractually oblige the KION With effect from 1 September 2016, 100.0  per  cent of the Group to make additional payments to the previous shareholders shares in the dealer STILL Norge AS (formerly Roara AS), Heim- that are mainly dependent on the usability of certain intangible dal, Norway, were acquired. The purchase consideration for assets. The line item ‘Acquisition of subsidiaries (net of cash these shares was €0.7 million. acquired) and other equity investments’ in the consolidated state- Impact of other acquisitions on the financial position of the KION Group in € million Goodwill Other intangible assets Leased / Rental assets Trade receivables Cash and cash equivalents Other assets Total assets Financial liabilities Trade payables Other liabilities Total liabilities Total net assets Cash payment Contingent consideration Consideration transferred TABLE 048 Fair value at the acquisition date 12.2 4.6 13.6 5.8 2.6 9.4 48.2 2.7 8.4 16.8 27.9 20.3 13.9 6.4 20.3 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 133 Basis of presentation ment of cash flows contains – in addition to cash payments which an entity operates. The modified closing-rate method is (€0.3 million) – a cash outflow totalling €4.1 million that relates to used for currency translation. these contingent considerations. The assets and liabilities of foreign subsidiaries, including The purchase price allocation for the acquisition of STILL goodwill, are translated at the middle spot exchange rate, i.e. at Norge AS was incomplete as at 31  December  2016 because the average of the bid or offer rates on the reporting date. some details, particularly in the area of intangible assets, and Income and expenses are translated at the average rate. With lease data had not yet been fully evaluated. The contingent con- the exception of income and expenses recognised as other siderations in connection with the acquisition of STILL Norge AS comprehensive income (loss), equity is recognised at historical (€0.5 million) contractually oblige the KION Group to make addi- rates. The resulting translation differences are not taken to tional payments to the previous shareholders that are mainly income and are recognised in other comprehensive income dependent on the achievement of defined EBIT targets for the (loss) until subsidiaries are disposed of. years 2017 to 2019. [6] CURRENCY TRANSLATION The financial statements of foreign equity-accounted invest- ments are also translated using the method described above. Transactions of the consolidated entities in foreign currencies are translated into the relevant company’s functional currency at the rate prevailing on the transaction date. On the reporting date, monetary items are translated at the closing rate and non-mone- tary items at the rate prevailing on the transaction date. Currency Financial statements in foreign currencies are translated in translation differences are taken to income and recognised in accordance with the functional currency concept (IAS 21 ‘The other income / expenses or in net financial income / expenses. Effects of Changes in Foreign Exchange Rates’). The functional The translation rates used for currencies that are material to currency is the currency of the primary economic environment in the financial statements are listed in > TABLE 049. Major foreign currency rates in € China (CNY) United Kingdom (GBP) U.S.A. (USD) Average rate Closing rate 2016 7.3501 0.8193 1.1069 2015 6.9767 0.7264 1.1103 2016 7.3382 0.8535 1.0517 TABLE 049 2015 7.0914 0.7375 1.0857 KION GROUP AG | Annual Report 2016 A N E W E R A 134 [7] ACCOUNTING POLICIES completion). Revenue from long-term service agreements is there- fore recognised on the basis of the average term of the service agreements and in line with progressive costs (constant margin). Revenue from financial service transactions is recognised in The accounting policies applied in these consolidated financial the amount of the sale value of the leased asset if classified as a statements are, besides the aforementioned accounting policies finance lease and in the amount of the lease payments if classi- to be adopted for the first time in 2016, fundamentally the same fied as an operating lease. If industrial trucks are first sold to and as those used for the year ended 31 December 2015. These con- then leased back from a finance partner to refinance leases, the solidated financial statements are based on the financial state- selling margin in connection with an operating lease sub-lease is ments of the parent company and its consolidated subsidiaries deferred and recognised as revenue in profit or loss over the term prepared in accordance with the standard accounting policies of the refinancing. As part of the financial services provided by the applicable throughout the KION Group. Group, industrial trucks are also sold to finance partners who Revenue recognition then enter into leases directly with the end customer (‘indirect end customer finance’). If significant risks and rewards remain with the KION Group as a result of an agreed residual value guarantee that accounts for more than 10 per cent of the asset’s value or as a Revenue is the fair value of the consideration received for the sale result of an agreed customer default guarantee (‘sale with risk’), of products and services and rental and lease income (excluding the proceeds from the sale are deferred and recognised as reve- VAT) after deduction of trade discounts and rebates. In accord- nue on a straight-line basis over the term until the residual value ance with IAS 18, revenue is recognised when it is sufficiently guarantee or the default guarantee expires. probable that a future economic benefit will accrue to the entity and that it can be reliably measured. Other criteria may arise, Construction contracts depending on each individual transaction, such as: Sale of goods Revenue from construction contracts is recognised according to the stage of completion (percentage-of-completion method). With the exception of items classified as ‘sale with risk’, revenue Interest income and royalties from the sale of goods is recognised when the KION  Group delivers goods to a customer, the risks and rewards incidental to Interest income is recognised pro rata temporis in accordance the ownership of the goods sold are substantially transferred to with the effective interest method. Income from royalties is the customer and the flow of benefits to the Group is considered deferred in accordance with the substance of the relevant agree- to be sufficiently probable. If a customer is expected to accept ments and recognised pro rata temporis. goods but has yet to do so, the corresponding revenue is only Information on the deferral of lease income is contained in the recognised when the goods are accepted. Appropriate provi- disclosures on the accounting treatment of leases. sions are recognised for risks relating to the sale of goods. Rendering of services Cost of sales Revenue from the rendering of services is recognised in the year The cost of sales comprises the cost of goods and services sold in which the services are rendered. For services provided over and includes directly attributable material and labour costs as several periods, revenue is recognised in accordance with the well as directly attributable overheads, including depreciation of proportion of the total services rendered in each period (stage of production equipment and amortisation of certain intangible A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 135 Basis of presentation assets, as well as write-downs of inventories. Cost of sales also Trucks & Services, Supply Chain Solutions and Corporate Ser- includes additions to warranty provisions, which are recognised vices segments. The 2016 forecast, the budget for 2017, the in the amount of the estimated cost at the date on which the medium-term planning for 2018 to 2019 and the KION Group’s related product is sold. internal projections for 2020 to 2021 were drawn up on the basis Financial income and expenses of this reporting structure. The CGUs identified for the purposes of testing goodwill and brand names for impairment equate to the following operating units treated as independent CGUs: LMH EMEA, STILL EMEA, Financial income and expenses mainly consist of interest KION APAC, KION Americas, Dematic and Egemin Automation. expenses on financial liabilities, interest income from financial The recoverable amount of a CGU is determined by calculat- receivables, interest income from leases and the interest cost on ing its value in use on the basis of the discounted cash flow leases, exchange rate gains and losses on financial activities and method. The cash flows forecast for the next five years are the net interest cost of the defined benefit obligation. included in the calculation for the impairment test in accordance Interest income and expenses are recognised in profit and with IAS 36.33(b). The financial forecasts are based on assump- loss in accordance with the effective interest method. The effec- tions relating to the development of the global economy, com- tive interest method is used for calculating the amortised cost of modity prices and exchange rates. Cash flows beyond the five- a financial asset or financial liability and the allocation of interest year planning horizon were extrapolated for the LMH EMEA, income and interest expenses over the relevant periods. STILL EMEA, KION APAC, KION Americas, Dematic and Egemin Dividends are recognised in income when a resolution on Automation CGUs using a growth rate of 0.5  per  cent (2015: distribution has been passed. They are reported in the consoli- 1.0 per cent). dated income statement under other income, provided they are CGU cash flows are discounted using a weighted average dividends from subsidiaries carried at cost. cost of capital (WACC) that reflects current market assessments Goodwill of the specific risks to individual CGUs. The underlying capital structure for the LMH EMEA, STILL EMEA, KION APAC and KION Americas CGUs is determined by comparing peer group compa- nies in the same sector. The beta factor derived from this peer Goodwill has an indefinite useful life and is not amortised. Instead, group was 1.00 (2015: 1.07). Yield curve data from the European it is tested for impairment in accordance with IAS 36 (‘Impairment Central Bank (three-month average, rounded) was used to deter- of Assets’) at least once a year, and more frequently if there are mine the risk-free interest rate; as at 1 November 2016 the rate indications that the asset might be impaired. was 0.6 per cent (1 November 2015: 1.5 per cent). The market risk Impairment testing for goodwill is performed at the level of premium derived from empirical studies of the capital markets the individual cash-generating units (CGUs) or groups of CGUs. was set at 7.0 per cent (2015: 7.0 per cent) and was at the upper A CGU is defined as the smallest identifiable group of assets that end of the band recommended by the technical committee for generates cash inflows from continuing use that are largely inde- business valuation and administration (FAUB) of the German Insti- pendent of the cash inflows from other assets or groups of tute of Auditors (IDW), which is 5.5 per cent to 7.0 per cent. The assets. CGUs are generally based on the lowest level of an entity implied return on equity was 7.6 per cent, which was slightly lower at which – for internal management purposes – the management than in the previous year (2015: 8.5 per cent). The assumed coun- systematically monitors and controls the goodwill. However, a try risk was 0.16 per cent for the LMH EMEA CGU, 0.21 per cent CGU may not be larger than an operating segment as defined in for the STILL EMEA CGU, 0.78 per cent for the KION APAC CGU IFRS 8 ‘Operating Segments’. and 1.67 per cent for the KION Americas CGU. A leverage ratio of For the purposes of internal and external reporting, the activ- 25.8 per cent (2015: 25.7 per cent) was calculated based on the ities of the KION Group are broken down into the Industrial capital structure determined for the peer group. KION GROUP AG | Annual Report 2016 A N E W E R A 136 A leveraged beta of 0.88 (2015: 0.95) was used to determine the Other intangible assets with an indefinite useful life are carried country-specific WACC for Dematic and Egemin Automation on at cost and are mainly capitalised brand names. Brand names are the basis of the sector-specific peer group. The risk-free interest not amortised because they have been established in the market rate for the US as at 1  November  2016 was 2.5  per  cent; the for a number of years and there is no foreseeable end to their use- country-specific risk premium for the US was set at 0.15 per cent. ful life. In accordance with IAS 36, they are tested for impairment The risk-free interest rate for Belgium as at 1  November  2016 at least once a year or whenever there are indications that the was 0.6  per  cent (1  November  2015: 1.5  per  cent); the coun- asset might be impaired. The impairment test is performed in the try-specific risk premium for Belgium was set at 0.15  per  cent same way as the impairment test for goodwill. Assessments of (1 November 2015: 0.5 per cent). The WACC before tax, which is indefinite useful life are carried out in every period. used to discount the estimated cash flows, was calculated at Development costs are capitalised if the following can be 9.1  per  cent for LMH EMEA, 9.2  per  cent for STILL EMEA, demonstrated: 9.6 per cent for KION APAC, 11.2 per cent for KION Americas, 10.4 per cent for Dematic and 9.5 per cent for Egemin Automa- tion. The WACC after tax was 6.5  per  cent for LMH EMEA, 6.6  per  cent for STILL EMEA, 7.2  per  cent for KION APAC, 7.7  per  cent for KION Americas, 7.4  per  cent for Dematic and 6.8 per cent for Egemin Automation. The impairment test carried out in  December  2016 did not – the technical feasibility of the intangible asset; – the intention to complete the intangible asset and use or sell it; – the ability to use or sell the intangible asset; – the likelihood that the intangible asset will generate future – the availability of adequate technical, financial and other economic benefits; reveal any need to recognise impairment losses for the existing resources to complete the development and to use or sell the goodwill recognised for the LMH EMEA, STILL EMEA, KION APAC, KION Americas, Dematic and Egemin Automation CGUs. intangible asset; and – the ability to reliably measure the expenditure attributable to Sensitivity analysis has enabled us to determine that no impair- the intangible asset during its development. ment losses need to be recognised for goodwill, even if key assumptions vary within realistic limits, in particular a variation in Capitalised development costs include all costs and overheads WACC of plus or minus 100 basis points. directly attributable to the development process. Once they have Other intangible assets been initially capitalised, these costs and internally generated intangible assets – particularly internally generated software – are carried at cost less accumulated amortisation and accumulated impairment losses. Internally generated intangible assets are not Other purchased intangible assets with a finite useful life are car- qualifying assets so finance costs are not capitalised. All ried at historical cost less all accumulated amortisation and all non-qualifying development costs are expensed as incurred and accumulated impairment losses. If events or market develop- reported in the income statement under research and develop- ments suggest impairment has occurred, impairment tests are ment costs together with research costs. From 2016, the amorti- carried out on the carrying amount of items classified as other sation expense on capitalised development costs has been intangible assets with a finite useful life. The carrying amount of reported under cost of sales. The prior-year figures have been an asset is compared with its recoverable amount, which is restated. As a result, the cost of sales rose by €53.3  million. defined as the higher of its value in use and its fair value less costs Research and development costs declined by the same amount. to sell. If the reasons for recognising impairment losses in the past Amortisation of intangible assets with a finite useful life is rec- no longer apply, the relevant impairment losses are reversed, but ognised on a straight-line basis and reported under functional subject to a limit such that the carrying amount of the asset is no costs. The impairment losses on intangible assets are reported higher than its amortised cost. under other expenses. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 137 Basis of presentation The useful lives shown in > TABLE 050 are applied in determining the carrying amounts of other intangible assets. Useful life of other intangible assets Customer relationships / client base Technology Development costs Patents and licences Software TABLE 050 Years 4 – 15 10 – 15 5 – 7 3 – 15 2 – 10 Leases / short-term rentals Leased assets KION  Group entities lease equipment, mainly various industrial If the beneficial ownership of leased assets remains with a trucks, to their customers in order to promote sales. The leases KION  Group entity as the lessor under an operating lease, the may be of a long-term nature (leasing) or a short-term nature assets are reported as leased assets in a separate item in the (short-term rental) . statement of financial position. The leased assets are carried at Entities in the KION Group enter into leases as lessors and as cost and depreciated on a straight-line basis over the term of the lessees. In line with IAS 17, these contracts are classified as underlying leases. finance leases if substantially all of the risks and rewards inciden- To fund leases, industrial trucks are regularly sold to leasing tal to ownership of the leased / rental asset are transferred to the companies. The industrial trucks are then leased back to entities lessee. All other rentals and leases are classified as operating in the Industrial Trucks & Services segment (head lease), who leases, again in accordance with IAS 17. sub-lease them to external end customers (described below as If a KION Group entity enters into a finance lease as the les- ‘sale and leaseback sub-leases’). These long-term leases gener- sor, the future lease payments to be made by the customer are ally have a term of four to five years. If, in the case of sale and recognised as lease receivables at an amount equal to the net leaseback sub-leases, the risks and rewards incidental to the investment in the lease. Interest income is allocated to each head lease are substantially borne by entities in the Industrial reporting period in order to ensure a constant return on the out- Trucks & Services segment, the corresponding assets are standing net investment in the lease. reported as leased assets within non-current assets. These leased assets are reported in the statement of financial position at the lower of the present value of the minimum lease payments and fair value. However, if substantially the risks and rewards inci- dental to the head lease are transferred to the end customer, a corresponding lease receivable is recognised. In both cases, the funding items for these long-term customer leases, which are funded for terms that match those of the leases, are recognised as lease liabilities. KION GROUP AG | Annual Report 2016 A N E W E R A 138 Rental assets Other property, plant and equipment Rental assets are assets resulting from short-term rentals as well Property, plant and equipment is carried at cost less straight-line as industrial trucks in relation to which significant risks and depreciation and impairment losses. The cost of internally generated rewards remain with the KION Group despite the trucks having machinery and equipment includes all costs directly attributable to the been sold (‘sale with risk’). production process and an appropriate portion of production over- In the case of short-term rentals, entities in the Industrial heads. This includes production-related depreciation and proportion- Trucks & Services segment rent industrial trucks to customers ate costs for administration and social insurance / employee benefits. directly. Short-term rental agreements usually have a term of one The cost of property, plant and equipment is reduced by the day to one year. The risks and rewards remain substantially with amount of any government grants received, provided the relevant the entities in the Industrial Trucks & Services segment. The requirements are met. Expenses for maintenance and repairs are industrial trucks are carried at cost and depreciated on a straight- recognised in income to the extent that they are not required to be line basis over the normal useful life of between five and seven capitalised. Borrowing costs are capitalised for certain items of years, depending on the product group. If a sale-and-leaseback property, plant and equipment whose acquisition or production arrangement is in place for refinancing purposes, the assets are exceeds one year as soon as the definition of a qualifying asset is reported in the statement of financial position at the lower of the met. As was the case in the previous year, there were no qualify- present value of the minimum rental payments and fair value. ing assets in 2016. In an indirect end customer finance arrangement, industrial Depreciation of property, plant and equipment is recognised trucks are sold to finance partners who then enter into leases with on a straight-line basis and reported under functional costs. The end customers. If entities in the Industrial Trucks & Services seg- useful lives and depreciation methods are reviewed annually and ment provide material residual value guarantees or a customer adjusted to reflect changes in conditions. default guarantee (‘sale with risk’), these transactions, which are The useful lives below are applied in determining the carrying classified as sale agreements under civil law, are recognised in amounts of items of property, plant and equipment. > TABLE 051 accordance with the provisions relating to lessors with operating leases in conjunction with the IFRS principles for revenue recogni- KION  Group companies also lease property, plant and equip- tion. In this case, the trucks are recognised as assets in the state- ment for their own use using finance leases, which are recog- ment of financial position at their cost on the date of the sale and nised as other property, plant and equipment. In this case, the written down to their guaranteed residual value, or zero, on a lower of the fair value and present value of future lease payments straight-line basis over the period until the residual value guarantee is recognised at the inception of the lease. A corresponding liabil- or the customer default guarantee expires. If the KION Group pro- ity to the lessor is recognised under other financial liabilities in vides a residual value guarantee, an amount equivalent to the resid- the statement of financial position. ual value obligation is recognised under other financial liabilities. Useful life of other property, plant and equipment Buildings Plant and machinery Office furniture and equipment TABLE 051 Years 10 – 50 3 – 15 2 – 15 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 139 Basis of presentation Property, plant and equipment covered by finance leases is depre- carrying amount of the equity investment is adjusted in line with ciated over the shorter of its useful life or the term of the lease, any changes to the KION Group’s interest in the net assets of the unless title to the leased assets passes to the lessee when the investee. The KION Group’s interest in the profit or loss generated lease expires, in which case the property, plant and equipment is after acquisition is recognised in income. Other changes in the depreciated and the other financial liabilities are reversed over the equity of associates and joint ventures are recognised in other useful life of the leased assets. comprehensive income (loss) in the consolidated financial state- The difference between total finance lease liabilities and the ments in proportion to the Group’s interest in the associate or fair value of the financed leased assets represents the finance joint venture. charge which is recognised in the income statement over the term If the Group’s interest in the losses made by an associate or of the lease at a constant rate of interest on the outstanding bal- joint venture exceeds the carrying amount of the proportionate ance in each period. At the end of the lease term, the leased assets equity attributable to the Group, no additional losses are recog- are either returned or purchased, or the contract is extended. nised. Any goodwill arising from the acquisition of an associate or If there are certain indications of impairment of the property, joint venture is included in the carrying amount of the investment plant and equipment, the assets are tested for impairment by in the associate or joint venture. comparing the residual carrying amount of the assets with their If there is evidence that an associate or joint venture may be recoverable amount, which is defined as the higher of value in use impaired, the carrying amount of the investment in question is and fair value less costs to sell. If the residual carrying amount is tested for impairment. The carrying amount of the asset is com- greater than the recoverable amount, an impairment loss is rec- pared with its recoverable amount. If the carrying amount is ognised for an asset. The impairment losses on property, plant greater than the recoverable amount, an impairment loss is rec- and equipment are reported under other expenses. ognised for the equity investment. The KION Group calculates the recoverable amount primarily on the basis of value in use. In determining value in use, the expected future cash flows are discounted using a risk-adjusted Income taxes discount rate, taking into account the current and future level of earnings and segment-specific, technological, economic and In the consolidated financial statements, current and deferred general trends. taxes are recognised on the basis of the tax laws of the jurisdic- If an impairment test for an item of property, plant and equip- tions involved. Deferred taxes are recognised in other compre- ment is performed at the level of a cash-generating unit to which hensive income (loss) if they relate to transactions also recog- goodwill is allocated and results in the recognition of an impair- nised in other comprehensive income (loss). ment loss, first the goodwill and, subsequently, the assets must Deferred tax assets and liabilities are recognised in accord- be written down in proportion to their relative carrying amounts. If ance with the liability method for all temporary differences the reason for an impairment loss recognised in prior years no between the IFRS carrying amounts and the tax base, as well as longer applies, the relevant impairment losses are reversed, but for temporary consolidation measures. subject to a limit such that the carrying amount of the asset is no Deferred tax assets also include tax refund claims that arise higher than its amortised cost. This does not apply to goodwill. from the expected utilisation of existing tax loss carryforwards Equity-accounted investments and interest carryforwards in subsequent years and whose utili- sation is reasonably certain according to current forecasts. On the basis of this estimate, deferred tax assets have been recog- nised on some loss carryforwards and interest carryforwards. In accordance with the equity method, associates and joint ven- Deferred taxes are determined on the basis of the tax rates tures are measured as the proportion of the interest in the equity that will apply at the recovery date, or have been announced, in of the investee. They are initially carried at cost. Subsequently, the accordance with the current legal situation in each country con- KION GROUP AG | Annual Report 2016 A N E W E R A 140 cerned. In accordance with the provisions in IAS 12, deferred tax loss is immediately recognised as an expense in the financial year assets and liabilities are not discounted. Deferred tax assets are in which the loss becomes apparent. If the contract costs incurred offset against deferred tax liabilities to the extent that they have and the profit and loss recognised exceed the advances received, the same maturity and relate to the same taxation authority. the excess is recognised as an asset under trade receivables. If the advances received exceed the capitalised costs and recog- nised profit and loss, the excess is recognised as a liability under Inventories other liabilities. Inventories are carried at the lower of cost and net realisable estimated, the likely achievable revenue is recognised up to the value. The acquisition costs of raw materials and merchandise amount of the costs incurred. Contract costs are recognised as are calculated on the basis of an average. The cost of finished an expense in the period in which they are incurred. Variations in goods and work in progress includes direct costs and an appro- the contract work, claims and incentive payments are recognised priate portion of the material and production overheads and pro- if they are likely to result in revenue and their amount can be reli- If the outcome of a construction contract cannot be reliably duction-related depreciation directly attributable to the produc- ably estimated. tion process. Administrative costs and social insurance / employee benefits are included to the extent that they are attributable to the production process. Borrowing costs as defined by IAS 23 are Trade receivables not a component of cost as they are not qualifying assets as defined by IAS 23.5. The amount recognised is an average value In the first period in which they are recognised, trade receivables or a value determined in accordance with the FIFO method. categorised as loans and receivables (LaR) – with the exception Net realisable value is the selling price that can be realised of construction contracts with a net credit balance due from cus- less the estimated costs of completion and the estimated costs tomers – are carried at fair value including directly attributable necessary to make the sale. transaction costs. In subsequent periods they are measured at Write-downs are recognised for inventory risks resulting from amortised cost using the effective interest method. Appropriate duration of storage, impaired recoverability, etc. If the reasons for valuation allowances are recognised for identifiable individual the recognition of the write-downs no longer apply, they are risks. Low-interest or non-interest-bearing receivables due in reversed, but subject to a limit such that the carrying amount of more than one year are carried at their present value. the asset is no higher than its cost. Construction contracts Cash and cash equivalents Receivables and revenue from construction contracts are recog- banks and current financial assets that can be transformed into nised according to the stage of completion (percentage-of-com- cash at any time and are only subject to a minor level of volatility. Cash and cash equivalents comprise cash, credit balances with pletion method). The percentage of completion is the proportion of contract costs incurred up to the reporting date compared to the total estimated contract costs as at the reporting date (cost- Other financial assets to-cost method). Under the percentage-of-completion method, construction contracts are measured at the amount of the con- Primary financial assets are initially recognised and derecognised tract costs incurred to date plus the pro rata profit earned accord- in the financial statements on their settlement dates. ing to the percentage of completion. If it is probable that the total The KION Group differentiates between financial assets held contract costs will exceed the contract revenue, the expected for trading at fair value through profit or loss (FAHfT), available for A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 141 Basis of presentation sale financial assets (AfS) and financial assets classified as loans Currently, derivative financial instruments in the KION Group and receivables (LaR). mainly comprise currency forwards that are used for hedging The FAHfT category contains derivative financial instruments purposes to mitigate currency risk. The KION Group did not have that do not form part of a formally documented hedge. any interest-rate derivatives as at 31 December 2016, as was also Available-for-sale financial assets (AfS) are carried at fair the case at 31 December 2015. value. Unrealised gains and losses, including deferred taxes, are In accordance with IAS 39, all derivative financial instruments reported in other comprehensive income (loss) until they are real- must be measured at their fair value irrespective of an entity’s ised. Equity investments for which no market price is available are purpose or intention in entering into the derivative contract. The carried at cost less impairment losses, as observable fair values KION Group currently uses cash flow hedges for currency risk as are not available and reliable results cannot be obtained using well as one net investment hedge. other permitted valuation techniques. At present there is no inten- In the case of cash flow hedges, derivatives are employed to tion to sell these financial instruments. hedge future cash flow risks from planned transactions and from In the first period in which they are recognised, financial firm obligations not reported in the statement of financial position. assets categorised as loans and receivables (LaR) are carried at The effective portion of changes in the fair value of derivatives is fair value including directly attributable transaction costs. In sub- initially recognised in other comprehensive income (loss) and is sequent periods they are measured at amortised cost using the subsequently reclassified to the income statement when the cor- effective interest method. Appropriate valuation allowances are responding underlying transaction is also recognised. The inef- recognised for identifiable individual risks. Low-interest or non-in- fective portion of the changes in fair value is recognised immedi- terest-bearing receivables due in more than one year are carried ately in the income statement. at their present value. A derivative is used as a net investment hedge to hedge the Carrying amounts of financial assets are tested for impair- currency risk arising on translation of a foreign subsidiary’s finan- ment on every reporting date and whenever indications of impair- cial statements into the Group’s reporting currency. The effective ment arise. If there is an objective indication of impairment (such portion of changes in the fair value of the derivative is initially rec- as a borrower being in significant financial difficulties), an impair- ognised in other comprehensive income (loss) and will not be ment loss must be recognised directly in the income statement. reclassified to the income statement until the foreign operation is If objective facts in favour of reversing impairment losses are sold. The ineffective portion of the changes in fair value is recog- present on the reporting date, reversals are carried out to an nised immediately in the income statement. appropriate extent. The recognition of reversals must not result in If the criteria for hedge accounting are not satisfied, changes a carrying amount greater than the amortised cost that would in the fair value of derivative financial instruments are recognised have arisen if the impairment loss had not been recognised. In the in the income statement. case of debt instruments classified as available-for-sale financial Further information on risk management and accounting for assets (AfS), reversals of impairment losses are recognised in the derivative financial instruments can be found in notes [39] and [40]. income statement. Derivative financial instruments Retirement benefit obligation Derivative financial instruments are measured at their fair value with the projected unit credit method. Future pension obliga- and are reported as financial assets or financial liabilities as at the tions are measured on the basis of the pro rata vested benefit reporting date. They are initially recognised and derecognised in entitlements as at the reporting date and discounted to their the financial statements on their settlement dates. present value. The calculations include assumptions about future changes in certain parameters, such as expected salary The retirement benefit obligation is calculated in accordance KION GROUP AG | Annual Report 2016 A N E W E R A 142 and pension increases and biometric factors affecting the amount A restructuring provision is recognised when a KION Group of future benefits. Pension provisions are reduced by the fair value entity has prepared a detailed, formal restructuring plan and this of the plan assets used to cover the Group’s benefit obligations. plan has raised the valid expectation in those affected that the Plan assets are measured at fair value. entity will carry out the restructuring by starting to implement that Remeasurements, including deferred taxes, are recognised plan or announcing its main features to those affected by it. The in other comprehensive income (loss). It is not permitted to reclas- measurement of a restructuring provision only includes the direct sify remeasurements recognised in other comprehensive income expenditures arising from the restructuring and not associated (loss) to profit or loss in future periods. The cost of additions to with the ongoing activities of the entity concerned. pension provisions is allocated to functional costs. The interest cost on pension obligations and the interest income from plan assets are netted and reported in net financial income / expenses. Share-based payments Further details can be found in note [29]. Other provisions IFRS 2 distinguishes between equity-settled and cash-settled share-based payment transactions. Equity-settled share-based payment transactions are recog- nised at their fair value at the date of grant. The fair value of the Other provisions are recognised when the Group has a legal or obligation is recognised as an expense under functional costs constructive obligation to a third party as the result of a past event over the vesting period and offset against capital reserves. that is likely to lead to a future outflow of resources and that can be The portion of the fair value of cash-settled share-based pay- reliably estimated. Where there is a range of possible outcomes ments that is attributable to service provided up to the valuation and each individual point within the range has an equal probability date is recognised as an expense under functional costs and is of occurring, a provision is recognised in the amount of the mean also reported as a liability. The fair value is recalculated on each of the individual points. Measurement is at full cost. Provisions for reporting date until the end of the performance period. Any identifiable risks and contingent liabilities are recognised in the change in the fair value of the obligation must be recognised (pro amount that represents the best estimate of the cost required to rata temporis) under expenses. settle the obligations. Recourse claims are not taken into account. The settlement amount also includes cost increases identifiable as at the reporting date. Provisions with a maturity of more than twelve Financial liabilities and other financial liabilities months are discounted using the standard market interest rate. The discount rate is a before-tax rate that reflects current market The KION Group differentiates between financial liabilities held expectations for the time value of money and the specific risks for trading at fair value through profit or loss (FLHfT) and finan- inherent in the liability. The interest cost from unwinding the dis- cial liabilities at amortised cost using the effective interest count is recognised in interest expenses. method (FLaC). Warranty provisions are recognised on the basis of past or The FLHfT category contains derivative financial instru- estimated future claim statistics. The corresponding expense is ments that do not form part of a formally documented hedge. recognised in cost of sales at the date on which the revenue is These are reported under other financial liabilities and must be recognised. Individual provisions are recognised for claims that carried at fair value through profit or loss. are known to the Group. All other financial liabilities reported under financial liabilities Provisions for expected losses from onerous contracts and or other financial liabilities must be categorised as FLaC. These other business obligations are measured on the basis of the work liabilities are initially recognised at fair value at the time they yet to be performed. are entered into. Directly attributable transaction costs are deducted. These liabilities are then measured at amortised A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 143 Basis of presentation cost. Any differences between historical cost and the settle- growth rates for the period thereafter. Any material changes to ment amount are recognised in accordance with the effective these and other factors might result in the recognition of impair- interest method. ment losses. Further information on goodwill can be found earlier Trade payables in this note and in note [17]. Information on leases can be found in the sections on leases / short-term rentals, leased assets, rental assets and other property, plant and equipment in this note. Trade payables are categorised as FLaC and, in the first period in Defined benefit pension obligations are calculated on the which they are recognised, are carried at fair value net of the basis of actuarial parameters. As differences due to remeasure- directly attributable transaction costs. In subsequent periods, ments are taken to other comprehensive income (loss), any change these liabilities are measured at amortised cost using the effec- in these parameters would not affect the net profit for the current tive interest method. Low-interest or non-interest-bearing liabili- period. For further details about sensitivity analysis in relation to ties due in more than one year are carried at their present value. the impact of all significant assumptions, please refer to the infor- Assumptions and estimates mation about the retirement benefit obligation in note [29]. The recognition and measurement of other provisions is based on an estimate of the probability of the future outflow of resources, supplemented by past experience and the circum- The preparation of the IFRS consolidated financial statements stances known to the Group at the reporting date. Accordingly, requires the use of assumptions and estimates for certain line the actual outflow of resources for a given event may be different items that affect recognition and measurement in the statement from the amount recognised in other provisions. Further details of financial position and the income statement. The actual can be found in note [32]. amounts realised may differ from estimates. Assumptions and Significant estimates are involved in calculating income taxes. estimates are applied in particular: These estimates may change on the basis of new information and – in assessing the need for and the amount of impairment experience (see also note  [14]). Deferred tax assets on tax loss carryforwards and interest carryforwards are recognised on the losses on intangible assets, property, plant and equipment, basis of an estimate of the future recoverability of the tax benefit, and inventories; – in determining the useful life of non-current assets; – in classifying leases; – in recognising and measuring defined benefit pension obliga- – in recognising and measuring current and deferred taxes; – in recognising and measuring assets acquired and liabilities – in evaluating the stage of completion in the case of long-term assumed in connection with business combinations; tions and other provisions; construction contracts. i.e. an assumption as to whether sufficient taxable income or tax relief will be available against which the carryforwards can be uti- lised. The actual amount of taxable income in future periods, and hence the actual utilisation of tax loss carryforwards and interest carryforwards, may be different from the estimates made when the corresponding deferred tax assets were recognised. On first-time consolidation of an acquisition, all identifiable assets and liabilities are recognised at their fair value at the acqui- sition date. The fair values of intangible assets are determined using appropriate valuation techniques. These measurements are based on estimates of future cash flows, expected growth Goodwill is tested for impairment annually at the level of the rates, exchange rates, discount rates and useful lives. In the event cash-generating units to which goodwill is allocated, applying the of material changes to assumptions or circumstances, estimates budget for 2017 and the medium-term planning for 2018 to 2019 must be reassessed and this can lead to the recognition of an combined with the growth predicted in the market forecasts for impairment loss for the asset concerned. For further information the projections for 2020 to 2021 and assuming division-specific on acquisitions, see note [5]. KION GROUP AG | Annual Report 2016 A N E W E R A 144 Construction contracts are accounted for using the percent- age-of-completion method based on management estimates of the contract costs incurred. If estimates change, or if there are differences between planned and actual costs, this is directly reflected in the profit or loss from construction contracts. The operating units continually review the cost estimates and adjust them as appropriate. Further information on construction con- tracts can be found above in this note. Where necessary, the KION  Group’s accounting depart- ments receive assistance from external legal advisors and tax consultants when making the estimates required. The carrying amounts of the affected line items can be found in the relevant notes/the consolidated statement of financial position. The impact of a change to an estimate is recognised pro- spectively when it becomes known and assumptions are adjusted accordingly. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 145 Notes to the consolidated income statement [8] REVENUE The revenue generated by the KION  Group in the year under review broken down by product category is as follows: > TABLE 052 Revenue with third parties by product category in € million Industrial Trucks & Services New business Service business – Aftersales – Rental business – Used trucks – Other Supply Chain Solutions Business Solutions Service business Corporate Services Total revenue The ‘Supply Chain Solutions’ line item includes revenue from construction contracts amounting to €325.4  million (2015: €33.0 million). Further information on revenue can be found in the segment report in note [41]. TABLE 052 2015 5,044.4 2,779.9 2,264.5 1,347.0 524.1 270.4 122.9 33.0 25.7 7.4 20.5 2016 5,200.5 2,860.3 2,340.2 1,363.8 558.3 285.8 132.4 364.7 263.9 100.7 22.1 5,587.2 5,097.9 KION GROUP AG | Annual Report 2016 A N E W E R A 146 [9] OTHER INCOME The breakdown of other income is as follows: > TABLE 053 Other income in € million Foreign currency exchange rate gains Income from reversal of provisions Profit from release of deferred lease profits Gains on disposal of non-current assets Rental income Sundry income Total other income The change in foreign currency exchange rate gains was attribut- able to fluctuations in exchange rates. The sundry income predominantly included earnings from commission of €18.8 million (2015: €20.6 million). Sundry income also included income from non-consolidated subsidiaries and other investments amounting to €3.0 million (2015: €9.7 million). TABLE 053 2015 25.2 5.3 9.9 4.0 1.3 53.8 99.6 2016 22.0 6.0 9.3 2.4 1.2 46.7 87.7 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 147 TABLE 054 2015 37.2 1.7 4.1 23.6 66.6 2016 25.1 3.0 – 13.8 41.9 [10] OTHER EXPENSES The breakdown of other expenses is as follows: > TABLE 054 Other expenses in € million Foreign currency exchange rate losses Losses on disposal of non-current assets Impairment of non-current assets Sundry expenses Total other expenses The change in foreign currency exchange rate losses was attrib- utable to fluctuations in exchange rates. The impairment losses recognised on non-current assets in the previous year of €4.1 million were due to impairment losses on capitalised development costs (see also note [17]). [11] SHARE OF PROFIT (LOSS) OF EQUITY-ACCOUNTED INVESTMENTS The share of profit (loss) of equity-accounted investments in the reporting year amounted to a profit of €6.5 million (2015: €10.6 mil- lion). Further details on equity-accounted investments can be found in note [21]. KION GROUP AG | Annual Report 2016 A N E W E R A 148 [12] FINANCIAL INCOME were offset by foreign currency exchange rate losses (financing) (see note [13]). The interest income from leases relates to the interest portion of lease payments in financial services transactions in which Financial income breaks down as shown in > TABLE 055. KION Group entities act as lessors (finance leases). The increase in financial income in 2016 mainly resulted from the relates to the net interest income on the net assets of two pension change in foreign currency exchange rate gains (financing), plans in the United Kingdom in which plan assets exceed pension The line item ‘Net interest income from defined benefit plans’ which was attributable to fluctuations in exchange rates, and obligations. also gains / losses arising on hedging transactions. These gains Financial income in € million Interest income from leases Foreign currency exchange rate gains (financing) Net interest income from defined benefit plans Other interest and similar income Total financial income TABLE 055 2015 34.8 5.8 0.9 10.0 51.4 2016 36.4 42.2 1.1 9.1 88.9 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 149 [13] FINANCIAL EXPENSES Financial expenses break down as follows: > TABLE 056 Financial expense in € million Interest expense from loans Interest expense from corporate bond Interest cost of leases Net interest expense from defined benefit plans Amortisation of finance costs Foreign currency exchange rate losses (financing) Interest cost of non-current financial liabilities Other interest expenses and similar charges Total financial expense TABLE 056 2015 10.2 30.4 49.9 17.1 1.3 7.0 0.7 27.3 144.0 2016 16.0 18.9 50.8 18.7 7.9 45.6 1.6 25.1 184.5 In 2016, financial expenses rose by €40.5  million year on year. charges were recognised as financial expenses. In addition, an This increase stemmed largely from the change in foreign cur- amount of €5.1 million representing the deferred borrowing costs rency exchange rate losses (financing) as a consequence of the relating to the previous syndicated loan at the time of early repay- rise in currency risk at the end of the year. The foreign currency ment was included in financial expenses. There was a counter- exchange rate losses (financing) included gains / losses arising on vailing effect from the savings on interest payments resulting from hedging transactions in addition to the effects from exchange rate the optimised financing structure. fluctuations. The interest cost of leases relates to the interest portion of The financial expenses also included one-off expenses in lease payments in financial services transactions in which the connection with the repayment of the syndicated loan dated material risks and rewards are borne by KION Group entities as 23 December 2006 that took the form of a revolving credit facility lessees (finance leases). Sale and finance leaseback operating of €1,243.0 million and the €450.0 million corporate bond, which sub-leases (SALB-FL-OL) incurred interest expenses of €28.3 mil- had been issued in 2013 and was due to mature in 2020. An lion (2015: €27.8  million). The income from corresponding cus- amount of €5.4 million representing the deferred borrowing costs tomer agreements is, according to IAS 17, a component of the relating to the corporate bond at the time of early repayment and rental and lease payments received and is therefore reported a cash payment of €15.2  million representing early repayment within revenue rather than as interest income. KION GROUP AG | Annual Report 2016 A N E W E R A 150 Net interest expense from defined benefit plans relates to the are determined on the basis of the tax rates that will apply at the net interest cost of the net liability of pension plans applying the recovery date, or have been announced, in accordance with the discount rate for plans in which pension obligations exceed current legal situation in each country concerned. The current plan assets. [14] INCOME TAXES corporate income tax rate in Germany is 15.0 per cent plus the solidarity surcharge (5.5 per cent of corporate income tax). Taking into account the average trade tax rate of 15.03 per cent (2015: 14.93 per cent), the combined nominal tax rate for entities in Ger- many was 30.85 per cent (2015: 30.75 per cent). The income tax rates for foreign companies used in the calculation of deferred taxes were between 9.0  per  cent and 40.0  per  cent (2015: The income tax expense of €93.1  million (2015: expense of between 10.0 per cent and 37.48 per cent). €109.2 million) consisted of €86.2 million in current tax expense No deferred taxes have been recognised on temporary dif- (2015: €132.5  million) and €6.9  million in deferred tax expense ferences of €78.7 million (2015: €164.2 million) between the net (2015: deferred tax income of €23.3  million). The current tax assets reported in the consolidated financial statements for the expense included expenses of €0.3  million (2015: expenses of Group companies and the tax base for the shares in these Group €24.9 million) relating to previous financial years. companies (outside basis differences) because the KION Group At the reporting date there were income tax assets of is in a position to manage the timing of the reversal of temporary €35.2  million receivable from tax authorities (2015: €7.9  million) differences and there are no plans to dispose of investments in and income tax liabilities of €63.0 million (2015: €79.8 million). the foreseeable future. Deferred taxes are recognised for temporary differences Deferred tax assets are allocated to the following items in the between the tax base and IFRS carrying amounts. Deferred taxes statement of financial position: > TABLE 057 Deferred tax assets in € million Intangible assets and property, plant and equipment Financial assets Current assets Deferred charges and prepaid expenses Provisions Liabilities Deferred income Tax loss carryforwards and interest carryforwards Offsetting Total deferred tax assets TABLE 057 2015 97.6 – 41.2 0.3 163.3 324.9 36.2 73.7 – 388.3 349.0 2016 110.3 1.0 53.5 1.7 216.5 395.5 37.5 52.6 – 448.4 420.2 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 151 Deferred tax liabilities are allocated to the following items in the statement of financial position: > TABLE 058 Deferred tax liabilities in € million Intangible assets and property, plant and equipment Financial assets Current assets Deferred charges and prepaid expenses Provisions Liabilities Deferred income Offsetting Total deferred tax liabilities TABLE 058 2015 442.6 3.5 201.3 1.0 8.7 31.5 2.3 – 388.3 302.7 2016 1,075.6 5.7 214.8 0.8 15.5 36.9 4.4 – 448.4 905.3 The deferred tax liabilities essentially related to the purchase price €1.5  million; deferred tax liabilities by €1.2  million; 2015 Egemin allocation in the acquisition of the KION Group and Dematic, par- Automation: deferred tax assets by €0.7 million; deferred tax lia- ticularly for intangible assets and property, plant and equipment. bilities by €9.3 million). In addition, the currency translation as at In 2016, deferred taxes – without the consideration of cur- the reporting date led to higher deferred taxes of €27.4 million, rencs effects – of €17.2 million were recognised in other compre- which mainly results from the first time consolidation of Dematic. hensive income (loss), resulting in an increase in equity (2015: These currency effects were recognised in other comprehensive minus €5.4  million, resulting in a decrease in equity). Of this income (loss) in the position cumulative translation adjustment amount, deferred taxes of €16.7 million (2015: minus €4.5 million) resulting in a decrease in equity. arose from the remeasurement of the defined benefit obligation. In 2016, the parent company and subsidiaries that reported Furthermore, deferred taxes of €0.4 million (2015: minus €0.8 mil- losses for 2016 or 2015 recognised net deferred tax assets on lion) were recognised in connection with realised and unrealised temporary differences and on loss carryforwards totalling changes in the fair value of derivatives in cash flow hedges €29.4 million (2015: €85.4 million). These assets were considered (€1.1 million; 2015: minus €2.2 million) and net investment hedges to be unimpaired because these companies are expected to gen- (minus €0.7 million; 2015: €1.4 million). Furthermore, the deferred erate taxable income in future. taxes recognised in the statement of financial position rose as a No deferred tax assets have been recognised on tax loss consequence of the purchase price allocation in connection with carry forwards of €509.3  million (2015: €115.8  million) – of which the following acquisitions: Dematic (deferred tax assets by €29.4 million can only be carried forward on a restricted basis –, on €105.0 million; deferred tax liabilities by €614.6 million), Retrotech interest carryforwards of €193.5 million (2015: €215.8 million) or on Inc. (deferred tax assets by 0.4 million; deferred tax liabilities by other temporary differences of €4.7 million (2015: €0.0 million). €5.5  million) and other acquisitions (deferred tax assets by KION GROUP AG | Annual Report 2016 A N E W E R A 152 Deferred taxes on tax loss carryforwards and interest carryfor- The interest that can be carried forward indefinitely in Ger- wards are capitalised to the extent that sufficient future taxable many as at 31  December  2016 amounted to €206.1  million income is expected to be generated against which the losses can (31 December 2015: €296.7 million). be utilised. The total amount of unrecognised deferred tax assets The table below shows the reconciliation of expected income relating to loss carryforwards is therefore €139.6  million (2015: tax expense to effective income tax expense. The Group recon- €29.3  million), of which €130.1  million (2015: €27.1  million) con- ciliation is an aggregation of the individual company-specific cerns tax losses that can be carried forward indefinitely. reconciliations prepared in accordance with relevant local tax The KION  Group’s corporation-tax loss carryforwards in rates, taking into account consolidation effects recognised in Germany as at 31  December  2016 amounted to €126.1  million income. The expected tax rate applied in the reconciliation is (31  December  2015: €156.5  million), while trade-tax loss carry- 30.85 per cent (2015: 30.75 per cent). > TABLE 059 forwards stood at €97.3 million (31 December 2015: €142.1 mil- lion). There were also foreign tax loss carryforwards totalling €547.8 million (31 December 2015: €142.2 million). Income taxes in € million Earnings before taxes Anticipated income taxes Deviations due to the trade tax base Deviations from the anticipated tax rate Losses for which deferred taxes have not been recognised Change in tax rates and tax legislation Non-deductible expenses Tax-exempt income Taxes relating to other periods Deferred taxes relating to prior periods Other Effective income taxes (current and deferred taxes) TABLE 059 2015 330.2 2016 339.2 – 104.6 – 101.5 – 4.0 17.3 – 6.5 1.1 – 5.4 8.7 – 0.3 5.0 – 4.4 – 93.1 – 3.9 11.9 – 9.5 – 7.2 – 1.9 2.3 – 24.9 28.5 – 3.0 – 109.2 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 153 [15] OTHER INCOME STATEMENT DISCLOSURES a component of interest cost of the defined benefit obligation. Pension expenses essentially comprised the pension entitlements of €35.3 million vested in 2016 (2015: €34.7 million) and unrecog- nised past service income of €0.1 million (2015: unrecognised past The cost of materials rose by €258.8 million in the reporting year service income of €4.3 million) arising from plan amendments and to €2,669.1 million (2015: €2,410.2 million). curtailments. Personnel expenses went up by €168.6 million to €1,520.3 mil- Impairment losses and depreciation expenses on property, lion in 2016 (2015: €1,351.7  million). These personnel expenses plant and equipment together with impairment losses and amor- included wages and salaries of €1,198.3 million (2015: €1,058.1 mil- tisation expenses on intangible assets amounted to €454.7 mil- lion), social security contributions of €258.4  million (2015: lion in the reporting year (2015: €401.4 million). Inventories were €237.8 million) and expenses for pensions of €63.6 million (2015: written down by €17.8 million (2015: €12.5 million). €55.9 million). The interest cost from the unwinding of the discount The breakdown of rental and lease payments expensed in on estimated pension obligations is not recognised under person- the period and arising in connection with operating leases in nel expenses and is instead reported under financial expenses as which KION Group entities are lessees is as follows: > TABLE 060 Lessee: Expenses recognised for operating lease payments in € million Procurement lease contracts Sublease contracts Total recognised expenses for lease payments TABLE 060 2015 82.6 39.2 121.8 2016 89.6 36.3 125.9 KION GROUP AG | Annual Report 2016 A N E W E R A 154 The expenses in connection with sub-leases relate to leases and Diluted earnings per share is calculated by adding the rental agreements in which KION Group entities are both lessors potential dilutive no-par-value shares that employees can and lessees. These expenses were offset by income of €43.8 mil- obtain for free under the employee share option programme lion in 2016 (2015: €46.2 million). (KEEP) to the weighted average number of shares outstanding during the reporting period. The calculation of diluted earnings per share was based on a weighted average of 103,278,542 no-par-value shares issued (2015: 98,740,662 no-par-value shares). Diluted earnings per share for the reporting period came to €2.38 (2015: €2.20). [16] EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net income (loss) accruing to the KION  GROUP  AG shareholders by the weighted average number of shares outstanding during the reporting period (2016: 103,241,256 no-par-value shares; 2015: 98,721,950 no-par-value shares). The net income accruing to the shareholders of KION  GROUP  AG was €245.5  million (2015: €217.1  million); information about determining the net income (loss) accruing to the KION GROUP AG shareholders can be found in the consolidated income statement. Basic earnings per share for the reporting period came to €2.38 (2015: €2.20). The 164,486 no-par-value treasury shares repurchased by KION GROUP  AG were not included in this figure as at 31  Decem- ber 2016 (31 December 2015: 160,050). A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 155 Notes to the consolidated statement of financial position [17] GOODWILL AND OTHER INTANGIBLE ASSETS The goodwill previously reported and monitored by senior man- agement for internal purposes in the LMH and STILL segments is being transferred to the operating units in the Industrial Trucks & Services segment (LMH EMEA, STILL EMEA, KION APAC and KION Americas). The goodwill will therefore be reported and With effect from 1  December  2016, the activities of the LMH, monitored at the level of the four operating units in the future. STILL and FS segments were allocated to the new Industrial Goodwill is broken down by segment as follows: > TABLE 061 Trucks & Services segment (see also note [41] for more details). Goodwill broken down by segment in € million Industrial Trucks & Services LMH EMEA STILL EMEA KION Americas KION Asia Pacific Supply Chain Solutions Dematic Egemin Automation Total goodwill TABLE 061 2015 1,497.2 817.1 534.8 23.5 121.8 50.9 – 50.9 1,548.1 2016 1,504.9 813.4 546.5 23.5 121.6 2,100.9 2,024.8 76.1 3,605.8 The change in goodwill in 2016 mainly resulted from the acquisi- (31 December 2015: €8.6 million). In 2016, a value of €349.7 mil- tion of Dematic and other businesses, from which goodwill total- lion was attributed to the Dematic brand name and allocated to ling €1,962.1 million arose. Currency effects also had an impact. the Dematic CGU as part of purchase price allocation. As at The change in the amount of goodwill in 2015 primarily resulted 31  December  2016, this figure had risen to €367.6  million as a from the acquisition of Egemin Automation, which gave rise to result of currency effects. A value of €1.5  million was originally goodwill of €50.9 million. attributed to the Retrotech brand name, which was integrated The Group intends to retain and further strengthen the Linde, into the Egemin Automation CGU. This brand name is being STILL, OM STILL and KION brand names on a long-term basis. amortised over six years. As a result, the brand names allocated Brand names worth €466.3  million are assigned to the LMH to the Egemin Automation CGU increased to a carrying amount of EMEA CGU (31  December  2015: €466.5  million) and brand €9.9  million as at 31  December  2016 (31  December  2015: names worth €115.0 million to the STILL EMEA CGU (31 Decem- €8.6  million), of which €8.6  million was attributable to brand ber 2015: €115.2 million). These assets are not amortised as they names with an indefinite useful life (31 December 2015: €8.6 mil- have an indefinite useful life. As at 31 December 2016, the brand lion). The KION brand name is allocated to the Corporate Services names allocated to the KION APAC CGU had a residual value of segment and had a carrying amount as at 31 December 2016 €8.3 million (31 December 2015: €8.7 million), of which €8.3 mil- of €5.1 million (31 December 2015: €5.1 million). This asset is not lion was attributable to brand names with an indefinite useful life amortised as it has an indefinite useful life. > TABLE 062 KION GROUP AG | Annual Report 2016 A N E W E R A 156 Intangible assets in € million Goodwill Brand names Balance as at 01/01/2015 1,497.1 595.4 Group changes Currency translation adjustments Additions Disposals Amortisation Impairment Balance as at 31/12/2015 Gross carrying amount as at 31/12/2015 Accumulated amortisation Balance as at 01/01/2016 Group changes Currency translation adjustments Additions Disposals Amortisation Balance as at 31/12/2016 Gross carrying amount as at 31/12/2016 Accumulated amortisation 48.9 2.2 – – – – 1,548.1 1,548.1 – 1,548.1 1,974.9 82.8 – – – 3,605.8 3,605.8 – 8.6 0.4 – – – 0.3 – 604.1 605.6 – 1.5 604.1 353.5 14.9 – – – 0.3 972.2 974.1 – 1.9 Technology & development Sundry intangible assets 210.0 – 0.9 40.9 – 0.3 – 53.3 – 4.1 110.1 16.3 0.7 13.0 – 0.6 – 33.2 – TABLE 062 Total 2,412.5 73.7 4.2 53.8 – 0.9 – 86.9 – 4.1 194.1 106.2 2,452.5 451.3 – 257.3 194.1 519.1 22.5 50.6 – 0.0 – 57.0 297.0 – 190.8 106.2 824.3 34.9 22.1 – 0.1 – 57.9 2,902.1 – 449.6 2,452.5 3,671.8 155.1 72.6 – 0.1 – 115.2 729.2 929.5 6,236.7 938.5 – 209.3 1,159.5 – 230.0 6,677.9 – 441.2 The carrying amount for technology and development assets research and development costs of €147.1  million (2015: went up to €729.2 million as at 31 December 2016 (31 Decem- €130.5  million) were expensed. Amortisation expenses of ber  2015: €194.1  million), principally as a consequence of the €57.0 million were also recognised (31 December 2015: €53.3 mil- acquisition of Dematic. Development costs of €50.6 million were lion); these expenses are reported under cost of sales. capitalised in the reporting year (2015: €40.9  million). Total A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 157 Impairment losses of €4.1 million were recognised on capi- Leased assets are attributable to the Industrial Trucks & Services talised development costs in 2015 to reflect the lack of opportu- segment and relate to industrial trucks in the amount of €428.8 mil- nities to use them in future following the early discontinuation of lion (31 December 2015: €333.6 million) that are leased to exter- production of a model series. They are reported in other nal customers under operating leases and to office furniture and expenses. The impairment losses related to the Industrial Trucks equipment in the amount of €0.9  million (31  December  2015: & Services segment. €0.8 million). Other intangible assets relate in particular to licences, pat- Leased assets include assets leased over the long term with ents, software and customer relationships. a residual value of €367.5 million (31 December 2015: €285.9 mil- The change to the basis of consolidation in 2016 was due lion) that are funded by means of sale and leaseback transactions almost entirely to the acquisition of the Dematic Group (2015: with leasing companies and leased assets with a residual value of acquisition of Egemin Automation). €62.2 million (31 December 2015: €48.5 million) that are funded [18] LEASED ASSETS The changes in leased assets in 2016 and 2015 were as follows: internally or by means of bank loans. Leased assets resulted in non-cancellable minimum lease payments from customers amounting to €402.7 million (31 Decem- ber 2015: €325.5 million). > TABELLE 063 Leased assets in € million Balance as at 01/01/ Group changes Currency translation adjustments Additions Disposals Depreciation Reclassification Balance as at 31/12/ Gross carrying amount as at 31/12/ Accumulated depreciation TABLE 063 2015 279.0 – 1.7 1.8 241.1 – 104.2 – 80.6 – 1.1 334.4 675.3 – 340.9 2016 334.4 7.4 – 2.8 290.3 – 103.0 – 94.2 – 2.4 429.7 747.3 – 317.6 KION GROUP AG | Annual Report 2016 A N E W E R A 158 The following table shows the maturity structure of these payments: > TABLE 064 Minimum lease payments in € million Cash receipts from minimum lease payments due within one year due in one to five years due in more than five years [19] RENTAL ASSETS The changes in rental assets in 2016 and 2015 were as follows: > TABLE 065 Rental assets in € million Balance as at 01/01/ Group changes Currency translation adjustments Additions Disposals Depreciation Reclassification Balance as at 31/12/ Gross carrying amount as at 31/12/ Accumulated depreciation TABLE 064 2015 325.5 116.2 200.5 8.8 2016 402.7 144.7 248.5 9.6 TABLE 065 2015 487.1 – 3.1 – 4.1 294.8 – 72.0 – 159.3 0.5 544.0 954.5 – 410.5 2016 544.0 6.1 – 2.9 286.1 – 91.8 – 169.1 2.8 575.3 990.0 – 414.6 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 159 Rental assets are allocated to the Industrial Trucks & Services segment. The breakdown of rental assets by contract type is shown in the following table: > TABLE 066 Rental assets broken down by contract types TABLE 066 Operating leases as lessor Sale with risk Total in € million Industrial trucks Truck equipment Total rental assets 2016 514.4 3.0 517.4 2015 475.8 3.4 479.2 2016 57.9 0.0 57.9 2015 64.7 0.0 64.8 2016 572.3 3.0 575.3 2015 540.6 3.4 544.0 The rental assets item comprises assets resulting from short-term rentals (‘operating leases as lessor’) and assets in relation to which significant risks and rewards remain with the KION Group although they were sold (‘sale with risk’). [20] OTHER PROPERTY, PLANT AND EQUIPMENT The changes in the carrying amounts of other property, plant and equipment are shown in > TABLE 067. KION GROUP AG | Annual Report 2016 A N E W E R A 160 Other property, plant and equipment in € million Balance as at 01/01/2015 Group changes Currency translation adjustments Additions Disposals Depreciation Reclassification Balance as at 31/12/2015 Gross carrying amount as at 31/12/2015 Accumulated depreciation Balance as at 01/01/2016 Group changes Currency translation adjustments Additions Disposals Depreciation Reclassification Balance as at 31/12/2016 Gross carrying amount as at 31/12/2016 Accumulated depreciation Land and buildings Plant, machinery, and office furniture and equipment Advances paid and assets under construction 308.1 – 0.8 3.7 8.0 – 1.9 – 14.0 2.5 305.7 653.0 – 347.3 305.7 70.1 – 2.1 10.0 – 0.3 – 13.9 5.8 375.4 729.1 – 353.7 164.3 1.1 0.8 62.7 – 7.4 – 56.5 9.2 174.1 996.7 – 822.6 174.1 79.8 0.3 59.7 – 3.9 – 62.3 18.7 266.3 1,059.1 – 792.8 21.7 0.1 0.1 18.4 – 0.2 – – 11.1 29.0 29.0 – 0.0 29.0 10.7 – 0.1 24.8 – 2.3 – – 24.9 37.3 37.3 – TABLE 067 Total 494.1 0.4 4.5 89.1 – 9.5 – 70.5 0.6 508.8 1,678.7 – 1,170.0 508.8 160.7 – 1.8 94.5 – 6.5 – 76.2 – 0.4 679.1 1,825.5 – 1,146.4 Land and buildings in the amount of €18.3 million (31 Decem- Plant & machinery and office furniture & equipment include ber  2015: €18.3  million) were largely pledged as collateral for assets from procurement leases (finance leases) amounting to accrued retirement benefits under partial retirement agreements. €17.2 million (31 December 2015: €16.0 million). Depreciation on As in the previous year, the KION  Group did not recognise these assets came to €5.6 million in 2016 (2015: €4.9 million). The any significant impairment losses in accordance with IAS 36 on corresponding liabilities are reported as other financial liabilities. other property, plant and equipment in 2016. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 161 [21] EQUITY-ACCOUNTED INVESTMENTS The carrying amount of the equity-accounted investments mainly resulted from the shares (10.0 per cent) in Linde Hydraulics and the shares (45.0  per  cent) in Linde Leasing GmbH, Wies- baden. The associates and joint ventures can be seen in the list of shareholdings (see note [47]). Their financial information is sum- The KION Group reported equity-accounted investments with a marised below. > TABLES 068 – 069 total carrying amount of €72.7 million as at 31 December 2016 (31 December 2015: €73.6 million). Summarised financial information associates in € million Total carrying amount Profit (+) / loss (–) from continuing operations Other comprehensive income Total comprehensive income Summarised financial information joint ventures in € million Total carrying amount Profit (+) / loss (–) from continuing operations Other comprehensive income Total comprehensive income The amounts in the tables are based on the share held by the KION Group in the relevant associate or joint venture. TABLE 068 2015 45.6 4.1 2.1 6.1 TABLE 069 2015 28.0 6.5 0.9 7.4 2016 42.5 0.2 0.3 0.5 2016 30.1 6.3 0.1 6.4 KION GROUP AG | Annual Report 2016 A N E W E R A 162 [22] LEASE RECEIVABLES The amounts recognised as lease receivables are based on the following data: > TABLE 070 In the case of leases under which KION  Group entities lease non-cancellable sub-leases amounting to €648.4 million (31 Decem- assets directly to customers as part of the Group’s financial ser- ber 2015: €587.1 million). vices activities, the Group’s net investment in the lease is reported Lease receivables include unguaranteed residual values of as a lease receivable. €87.6 million (31 December 2015: €74.5 million). Gross investments include minimum lease payments from Lease receivables in € million Gross investments due within one year due in one to five years due in more than five years Present value of outstanding minimum lease payments due within one year due in one to five years due in more than five years TABLE 070 2015 725.8 210.8 489.6 25.4 653.7 181.7 447.5 24.5 2016 807.9 225.6 552.0 30.2 731.5 200.3 503.3 27.9 Unrealised financial income 76.3 72.0 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 163 [23] OTHER FINANCIAL ASSETS Of the change in non-consolidated subsidiaries and other equity investments, an amount of €19.6  million resulted from the inclusion of the shares in Italian dealer Emhilia Material Handling S.p.A. (formerly Moden Diesel S.p.A.) and LR Intra- The breakdown of other financial assets of €129.4 million (31 Decem- logistik GmbH in the consolidated financial statements of the ber 2015: €104.3 million) is shown in > TABLE 071. KION Group in January 2016. Other financial assets TABLE 071 in € million Non-consolidated subsidiaries and other investments Loans receivable Other financial investments Other non-current financial assets Derivative financial instruments Financial receivables Sundry other financial assets Other current financial assets 2016 22.2 4.6 20.7 47.5 10.3 21.3 50.3 82.0 2015 42.4 2.7 0.8 45.9 5.3 15.4 37.7 58.4 Total other financial assets 129.4 104.3 KION GROUP AG | Annual Report 2016 A N E W E R A 164 [24] OTHER ASSETS Other assets of €98.5 million (31 December 2015: €85.0 million) comprise the following: > TABLE 072 Pension assets relate to asset surpluses from two (31 Decem- ber  2015: two) defined benefit plans in the United Kingdom in which plan assets exceed the present value of the defined benefit obligation (see note [29]). Other assets in € million Pension assets Other non-current assets Deferred charges and prepaid expenses Sundry tax receivables Sundry other assets Other current assets Total other assets [25] INVENTORIES The reported inventories break down as follows: > TABLE 073 Inventories in € million Materials and supplies Work in progress Finished goods and merchandise Advances paid Total inventories TABLE 072 2015 30.2 30.2 32.0 22.7 0.1 54.8 85.0 TABLE 073 2015 115.9 75.0 359.5 3.1 553.5 2016 12.3 12.3 49.5 36.6 – 86.2 98.5 2016 158.0 105.3 396.5 12.6 672.4 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 165 The year-on-year expansion in inventories was largely attributable to increases in materials and supplies (36.3 per cent), work in pro- gress (40.4  per  cent) and finished goods (10.3  per  cent). In 2016, write-downs of €17.8 million were recognised on invento- [26] TRADE RECEIVABLES ries (2015: €12.5 million). Reversals of write-downs had to be rec- The trade receivables break down as follows: > TABLE 074 ognised in the amount of €3.2 million (2015: €4.6 million) because the reasons for the write-downs no longer existed. Trade receivables in € million Receivables from third parties thereof receivables from third parties before valuation allowances thereof valuation allowances for overdue receivables > 90 days ≤ 180 days thereof valuation allowances for overdue receivables > 180 days thereof other valuation allowances for receivables Trade receivables from non-consolidated subsidiaries Trade receivables from equity-accounted investments and other investments Construction contracts with a net credit balance due from customers Total trade receivables Valuation allowances of €40.4  million (31  December  2015: €38.5 million) were recognised for trade receivables. TABLE 074 2015 631.8 670.3 – 6.5 – 22.1 – 9.9 16.2 20.9 1.5 670.5 2016 863.6 904.0 – 4.8 – 24.7 – 11.0 13.2 19.1 103.1 998.9 KION GROUP AG | Annual Report 2016 A N E W E R A 166 The breakdown of construction contracts that had not been com- Advances received in respect of construction contracts for which pleted by the reporting date is presented in >  TABLE 075. Con- no work had yet been carried out amounted to €28.3 million as at struction contracts with a net credit balance due from customers 31 December 2016 (31 December 2015: €0.0 million). Customer are included in trade receivables (see disclosures in this note). retentions relating to construction contracts came to €0.6 million Construction contracts with a net debit balance due to customers (31 December 2015: €0.0 million). are reported under other current liabilities (see note [35]). Construction contracts in € million Contract costs incurred and recognised profits (less recognised losses) less progress billings Total thereof gross amount due from customers for contract work thereof gross amount due to customers for contract work [27] CASH AND CASH EQUIVALENTS The change in cash and cash equivalents is shown in the consol- idated statement of cash flows. For more detailed information, please also refer to note [37]. > TABLE 076 Cash and cash equivalents in € million Balances with banks, cash and cheques Pledged cash Total cash and cash equivalents TABLE 075 2016 2015 2,247.8 – 2,445.4 – 197.6 103.1 – 300.7 71.8 – 80.2 – 8.3 1.5 – 9.9 TABLE 076 2015 102.8 0.3 103.1 2016 276.0 3.5 279.6 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 167 [28] EQUITY Retained earnings The changes in retained earnings are shown in the consolidated statement of changes in equity in > TABLE 043. The retained earn- Subscribed capital and capital reserves ings comprise the net income (loss) for the financial year and past contributions to earnings by the consolidated entities, provided As at 31 December 2016, the Company’s share capital amounted they have not been distributed. to €108.8 million (31 December 2015: €98.9 million) and was fully The distribution of a dividend of €0.77 per share (2015: paid up. It was divided into 108.8 million no-par-value shares €0.55 per share) to the shareholders of KION GROUP AG resulted (31 December 2015: 98.9 million). in an outflow of funds of €76.0 million in 2016 (2015: €54.3 million). With the consent of the Supervisory Board, the Executive Board of KION GROUP AG decided on 18 July 2016 to fully utilise the authorised capital that had existed since the 2014 Annual Appropriation of profit General Meeting. This capital increase was to be used to partly finance the acquisition of Dematic. The Company’s share capital The Executive Board and the Supervisory Board propose to the was increased by 10.0 per cent in return for cash contributions; Annual General Meeting to be held on 11 May 2017 that an shareholders’ pre-emption rights were disapplied. The share amount of €86.9  million be appropriated from the distributable capital was increased by issuing 9.89  million new no-par-value profit of KION GROUP AG for the 2016 financial year of €129.2 mil- bearer shares. An amount of €449.4 million was paid into the cap- lion for the payment of a dividend of €0.80 per dividend-bearing ital reserves. The capital increase was entered in the commercial share. It is also proposed that a further sum of €42.3 million be register on 20 July 2016. transferred to other revenue reserves and that €0.1 million be car- The costs associated with the capital increase amounting ried forward to the next accounting period. Roughly 35 per cent to €2.0 million (net) were recognised directly in equity. of the net income accruing to the KION Group shareholders will The total number of shares outstanding as at 31 Decem- therefore be distributed in dividends. ber  2016 was 108,625,514 no-par-value shares (31  Decem- ber 2015: 98,739,950 no-par-value shares). Between 12 Septem- ber 2016 and 27 September 2016, a further 50,000 treasury shares were repurchased via the stock exchange at an average price of €55.54 in order to provide the shares for employees’ own Accumulated other comprehensive income (loss) investments and the free shares under the KEEP 2016 employee The breakdown of accumulated other comprehensive income share option programme. The total cost was €2.8 million. Due to (loss) is shown in > TABLE 043. the issue of 45,564 no-par-value shares (2015: 73,512 no-par- value shares) under KEEP 2016, KION GROUP AG held 164,486 The currency translation adjustment contains the exchange dif- treasury shares at the reporting date (31  December  2015: ferences arising from the financial statements prepared in a for- 160,050). These treasury shares are not dividend-bearing and do eign currency of foreign subsidiaries, associates and joint ventures. not confer any voting rights. Further details on the KEEP employee The gains / losses on the defined benefit obligation are the share option programme can be found in note [44]. result of remeasuring defined benefit pension obligations (see As at 31  December  2016, KION  Group employees held also note [29]). options on a total of 67,106 no-par-value shares (31  Decem- ber  2015: 53,220 no-par-value shares). The share options granted under the employee share option programme are not dividend-bearing and do not confer any voting rights. KION GROUP AG | Annual Report 2016 A N E W E R A 168 The gains / losses on hedge reserves are the effective portion of Defined benefit plans the changes in the fair value of the hedging instruments for cash flow hedges and net investment hedges. The gains / losses from In the case of defined benefit plans, the beneficiaries are granted equity investments contain the share of other comprehensive a specific benefit by the Group or an external pension fund. Due income (loss) from associates and joint ventures accounted for to future salary increases, the benefit entitlement at the retirement under the equity method. Non-controlling interests age of the beneficiary is likely to be higher than the amount granted as at the reporting date. Pensions are often adjusted after an employee reaches retirement age. The amount of the Group’s obligation, which is defined as the actuarial present value of the obligation to provide the level of benefits currently earned Non-controlling interests in companies in the KION Group by each beneficiary, is expressed as the present value of the amounted to €5.7 million (31 December 2015: €7.7 million). defined benefit obligation (DBO) including adjustments for future [29] RETIREMENT BENEFIT OBLIGATION salary and pension increases. The KION  Group currently grants pensions to almost all employees in Germany and a number of foreign employees. These pensions consist of fixed benefit entitlements and are therefore reported as defined benefit plans in accordance with IFRS. As at 31  December  2016, the KION  Group had set up defined benefit plans in 13 countries. For all of the significant The retirement benefit obligation is recognised for obligations defined benefit plans within the Group, the benefits granted to to provide current and future post-employment benefits. Post- employees are determined on the basis of their individual income, employment benefit plans are classified as either defined bene- i.e. either directly or by way of intermediate benefit arrangements. fit plans or defined contribution plans, depending on the substance The largest of the KION Group’s defined benefit plans – account- of the plan as derived from its principal terms and conditions. ing for 92.8 per cent of the global defined benefit obligation (31 December 2015: 91.1 per cent) – are in Germany, the United Defined contribution plans Kingdom and the US. Germany In the case of defined contribution pension plans, the Group pays In Germany, the pension benefits granted under the 2001 pen- contributions to government or private pension insurance provid- sion benefit conditions and 2002 pension benefit conditions ers based on statutory or contractual provisions, or on a voluntary depend on employees’ length of service and gross annual remu- basis. The Group does not enter into any obligations above and neration (pension component entitlement). The pension compo- beyond the payment of contributions to an external pension fund. nent is calculated by multiplying a certain percentage by an The amount of future pension benefits is based solely on the age-dependent annuitisation factor. The contribution rate is amount of the contributions paid by the employer (and in some 3.4  per  cent (2001 pension benefit conditions) or 2.0  per  cent cases the beneficiaries themselves) to the external pension fund, (2002 pension benefit conditions) of the gross remuneration that including income from the investment of these contributions. The an employee earns in the computation period. Employees receive total expense arising from defined contribution plans amounted the pension entitlement that they have earned in the form of a to €84.5 million in 2016 (2015: €64.2 million). Of this total, contri- monthly retirement pension or invalidity benefit or, in the event of butions paid by employers into government-run schemes came their death, the entitlement is paid to their surviving dependants to €75.0  million (2015: €56.3  million). The defined contribution in the form of a widow’s/widower’s pension or orphans’ pension. plan expense is reported within the functional costs. Members of the Executive Board and other executives are pre- A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 169 dominantly covered by individual pension plans. For details of the United Kingdom pension entitlements of KION GROUP AG Executive Board mem- In the United Kingdom, defined benefit pension obligations pre- bers, please refer to the information in note [45]. The amount of dominantly relate to two plans. The defined benefits include not the benefits paid to executives depends on the type of entitle- only a life-long retirement pension but also surviving dependants’ ment. Under the ‘old’ individual pension plans, executives were benefits. The amount of the pension depends on employees’ entitled to a certain percentage of income as their pension bene- length of service and final salary. fit. By contrast, the employer-funded entitlement under the ‘new’ The two plans were closed to new employees more than individual pension plans consists of two components: a fixed ten years ago. Each plan is monitored by its own board of trus- basic pension and a variable top-up pension through which tees, which oversees the running of the plan as well as its funded annual components are earned within a defined contribution sys- status and the investment strategy. The members of the board of tem. Both components depend on the seniority of the executive. trustees comprise people appointed by the company involved In addition, employees in Germany are able to pay part of and selected plan beneficiaries. their salary into a company pension plan, for which KION pro- Under UK law, the board of trustees is obliged to have a vides a defined minimum rate of return to enable employees to valuation of the plan carried out at least every three years. In build up their personal pension provision. The pension benefits connection with the valuation of the pension plans for the employ- consist of retirement, invalidity and surviving dependants’ bene- ees of the KION Group’s UK companies as at 1 January 2015, fits. Each contribution made is converted into a capital compo- the Company and the trustees of the pension funds agreed in nent on the basis of a guaranteed minimum rate of return of March 2016 on certain assumptions relevant to the valuation, 3.0 per cent and depending on the age of the employee. The cap- according to which the deficit for the two pension plans amounted ital components acquired each calendar year are added up to to €11.1 million as at 1 January 2015. On this basis, the KION Group give the pension capital. When an insured event occurs, the pen- agreed with the trustees that it would pay approximately the sion capital is converted into an ongoing life-long pension or a equivalent of €4.2 million in 2016 and €3.8 million in 2017 in order one-off capital payment. to reduce the deficit. However, these payments are subject to the In Germany, the KION Group also helps employees to build condition that the annual review of the pension plans’ funding up their own pension provision with an additional matching con- position continues to reveal a deficit. If a payment would result in tribution for those employees who pay part of their salary into the the pension plans being overfunded, the KION Group would be KION pension plan. The additional matching contribution received exempt from its payment obligation in that year. by executives is 50.0 per cent of the amount they defer in a calen- In addition, collateral in rem in the form of charges on the real dar year, although the absolute amount of this contribution is lim- estate of Group companies in the UK and flexible collateral in respect ited to a certain percentage of income (ranging from 2.5 per cent of the rental fleets of UK dealers within a maximum overall limit of to a maximum of 5.0 per cent). All other employees who partici- approximately €21.1  million were extended for the benefit of the pate in the company pension scheme receive up to 0.4 per cent pension funds. The term of this collateral is limited to five years of their gross remuneration. (1 July 2021), and the overall limit will not be reduced by payments Some of the KION Group’s pension obligations in Germany made by the KION Group. The likelihood of the guarantee being used are financed by way of contractual trust arrangements (CTAs), is deemed low in view of the position of the individual companies with which qualify as plan assets within the meaning of IAS 19. The regard to their current and future financial and earnings situations. trustees are required to follow a defined investment strategy and guidelines. There are no statutory minimum funding require- USA ments. In the event of the Company’s insolvency, the company Following the acquisition of Dematic, the KION Group maintains pension scheme in Germany is to a large extent protected by law three main defined benefit pension plans in the US. The defined by the insolvency protection scheme (Pensions-Sicherungs- benefits include not only a life-long retirement pension but also Verein Versicherungsverein auf Gegenseitigkeit, PSVaG). surviving dependants’ benefits. KION GROUP AG | Annual Report 2016 A N E W E R A 170 Union employees receive pension entitlements on the basis of The assumed discount rate is determined on the basis of the fixed amounts for each month of service. Salaried employees yield as at the reporting date on AA-rated, fixed-interest senior receive benefits that generally depend on their period of service corporate bonds with maturities that match the expected maturi- and on their average final salary fixed on the date the plan con- ties of the pension obligations. Pension obligations in foreign cerned was frozen. These defined benefit plans have been frozen companies are calculated on a comparable basis taking into for some time now in relation to future periods of service. account any country-specific requirements. Two of the plans are subject to statutory minimum funding Future increases in salaries are estimated on an annual basis provisions that specify a certain coverage ratio and provide for taking into account factors such as inflation and the overall eco- annual payments to maintain the required ratio. nomic situation. Other countries The biometric mortality rates used in the calculation are based on published country-specific statistics and empirical val- Furthermore, significant asset volumes are invested in external ues. Since 31  December  2009, the modified Heubeck 2005 G pension funds with restricted access in Switzerland and the mortality tables have been used in Germany as the biometric Netherlands. Decisions on additions to plan assets take into basis; the modified tables include a somewhat higher life expec- account the change in plan assets and pension obligations. They tancy for males than the unmodified tables. The S1NA CMI 2013 also take into account the statutory minimum coverage require- tables (standard mortality tables for self-administered pension ments and the amounts deductible under local tax rules. schemes (SAPS) based on normal health) with a long-term trend Measurement assumptions of 1.25 per cent p.a. are applied to the two defined benefit plans in the United Kingdom. In the US, calculations use the modified RP-2014 mortality tables with the generational projection from the Mortality Improvement Scale MP-2016. In accordance with IAS 19 (‘Employee Benefits’), pension provi- The actuarial assumptions not listed in > TABLE 077, such as sions are recognised to cover obligations arising from the current employee turnover, invalidity, etc., are determined in accordance and future pension entitlements of active and (after the vesting with recognised forecasts in each country, taking into account period has expired) former employees of the KION  Group and the circumstances and forecasts in the companies concerned. their surviving dependants. The discount rate used to calculate The significant weighted-average assumptions shown in the defined benefit obligation at each reporting date is deter- >  TABLE  078 were applied to the calculation of the net interest mined on the basis of current capital market data and long-term cost and the cost of benefits earned in the current year (cur- assumptions about future salary and pension increases in rent service cost). accordance with the best estimate principle. These assumptions Differences between the forecast and actual change in the vary depending on the economic conditions affecting the cur- defined benefit obligation and changes in related assets (known rency in which benefit obligations are denominated and in which as remeasurements) are recognised immediately in other com- fund assets are invested, as well as capital market expectations. prehensive income (loss) in accordance with IAS 19. This serves Benefit obligations are calculated on the basis of current to ensure that the pension liability in the statement of financial biometric probabilities as determined in accordance with actuar- position is the present value of the defined benefit obligation. ial principles. The calculations also include assumptions about In the case of externally funded pension plans, this present future employee turnover based on employee age and years value of the defined benefit obligation is reduced by the fair value of service and about the probability of retirement. The defined of the assets of the external pension fund (plan assets). If the plan benefit obligation is calculated on the basis of the significant assets exceed the present value of the defined benefit obligation weighted-average assumptions as at the reporting date shown (net assets), a corresponding asset is recognised in accordance in > TABLE 077. A N E W E R A with IAS 19. IAS 19.64 in conjunction with the supplementary explanatory information in IFRIC 14 states that the recognition of Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 171 an asset for an excess of plan assets is only permitted if the com- In two defined benefit plans in the United Kingdom, plan pany concerned, in its function as the employer, gains economic assets exceed the present value of the defined benefit obligation. benefits in the form of reductions in future contributions to the plan Stipulations limiting the asset to be recognised in the statement of or in the form of refunds from the plan. If the present value of the financial position do not apply. defined benefit obligation is not covered by the plan assets, the net obligation is reported under the retirement benefit obligation. Assumptions underlying provisions for pensions and other postemployment benefits TABLE 077 Germany UK USA Other Discount rate Salary increase rate Pension increase rate 2016 1.90% 2.75% 1.75% 2015 2.35% 2.75% 1.75% 2016 2.55% 4.12% 3.47% 2015 3.75% 4.25% 3.13% 2016 4.05% – – 2015 – – – 2016 1.35% 2.51% 0.28% 2015 1.61% 2.50% 0.42% Assumptions underlying pensions expenses TABLE 078 Germany UK USA Other Discount rate Salary increase rate Pension increase rate 2016 2.35% 2.75% 1.75% 2015 2.20% 2.75% 1.75% 2016 3.75% 4.25% 3.13% 2015 3.55% 4.25% 3.18% 2016 3.80% – – 2015 – – – 2016 1.61% 2.50% 0.42% 2015 1.79% 2.49% 0.42% KION GROUP AG | Annual Report 2016 A N E W E R A 172 Statement of financial position the Netherlands switched to a defined contribution plan on 1 Jan- uary 2016. The change in the fair value of plan assets is shown The change in the present value of the defined benefit obligation in > TABLE 080. (DBO) is shown in > TABLE 079. Employees in Germany paid a total of €2.9 million (2015: €2.9 mil- The DBO in the other countries was predominantly attributable to lion) into the KION pension plan in 2016. subsidiaries in Switzerland (2016: €53.7 million; 2015: €57.2 mil- In 2016, employer contributions in the United Kingdom, lion) and the Netherlands (2016: €36.2 million; 2015: €33.1 million). which amounted to €4.3  million, included one-off payments of The unrecognised past service income in 2015 included €4.2 million (2015: €5.0 million) into pension funds on the basis income from plan curtailments amounting to €4.2  million. This of contractual agreements. In Germany, one-off payments of income arose in connection with an agreement reached with €0.4 million (2015: €0.6 million) were also made to a German CTA employee representatives in the Netherlands. The employees in for the other members of the KION GROUP AG Executive Board. Changes in defined benefit obligation TABLE 079 Germany UK USA Other Total in € million 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Present value of defined benefit obligation as at 01/01/ Group changes Exchange differences Current service cost Past service cost (+) and income (–) Interest expense Employee contributions Pension benefits directly paid by company Pension benefits paid by funds Liability transfer out to third parties Actuarial gains (+) and losses (–) arising from 829.7 809.6 440.5 438.4 0.4 0.3 123.6 120.5 1,394.2 1,368.8 38.3 – – – 30.4 29.0 – 19.4 2.9 – 17.7 2.9 – 12.8 – 14.0 – – 214.8 – 62.7 23.7 10.9 0.9 – 1.1 – 14.5 16.3 – – – – 0.1 – 1.3 – – – 0.5 – 18.5 – 19.0 – 1.2 – 2.3 – 0.2 – 0.2 – 0.0 0.0 2.0 0.7 3.9 – 0.1 – 4.3 – 255.1 5.1 4.7 2.2 1.0 – 51.1 35.3 – 0.1 37.1 4.0 – 28.9 34.7 – 4.3 36.2 3.9 – 1.6 – 13.9 – 15.6 – 4.3 – 27.9 – 23.8 – – 0.2 – 0.2 1.9 1.0 – 1.1 – 5.9 – – – – – – – – – – – – – – – – – 8.1 – 0.0 changes in demographic assumptions – – changes in financial assumptions 80.4 – 25.3 83.3 – 14.4 experience adjustments – 11.1 10.5 – 9.5 – 5.5 – 0.7 – 0.0 – 0.7 – 0.0 5.2 1.6 160.7 – 38.1 – 2.6 – 1.4 – 23.2 3.6 Present value of defined benefit obligation as at 31/12/ thereof unfunded thereof funded 974.7 829.7 448.5 440.5 218.1 427.7 342.6 0.0 0.0 7.9 547.0 487.0 448.5 440.5 210.3 0.4 0.4 – 127.8 123.6 1,769.1 1,394.2 37.7 90.2 33.1 473.2 376.1 90.5 1,295.9 1,018.1 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 173 Changes in plan assets TABLE 080 in € million 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Germany UK USA Other Total Fair value of plan assets as at 01/01/ 79.8 73.6 467.2 455.5 – Group changes Exchange differences Interest income on plan assets Employee contributions Employer contributions Pension benefits paid by funds Liability transfer out to third parties Remeasurements Fair value of plan assets as at 31/12/ – – 1.9 2.9 0.9 – 2.3 – 0.1 3.1 86.3 – – 1.7 2.9 1.1 – – 156.0 – 65.7 15.5 – 4.3 24.5 17.1 – 5.1 8.3 1.0 – 0.0 – 0.5 – 18.5 – 19.0 – 1.2 – 0.1 – – 1.1 52.8 – 15.9 – 2.9 – – – – – – – – – 79.4 73.8 626.4 603.0 – 0.6 1.1 1.0 1.3 – 156.0 4.4 1.3 1.0 2.3 – 56.7 19.5 4.0 6.6 – 28.8 20.1 3.9 8.5 – 5.9 – 4.3 – 27.9 – 23.8 – 4.0 – 0.8 – 0.1 62.8 – 0.1 – 14.0 79.8 455.7 467.2 167.0 – 81.4 79.4 790.4 626.4 The payments expected for 2017 amount to €28.5 million (2016: The reconciliation of funded status and net defined benefit €23.2 million), which includes expected employer contributions of obligation to the amounts reported in the consolidated statement €10.1  million to plan assets (2016: €6.9  million) and expected of financial position as at 31 December is shown in > TABLE 081. direct payments of pension benefits amounting to €18.4  million (2016: €16.3 million) that are not covered by corresponding reim- Overall, the funding ratio (ratio of plan assets to the present bursements from plan assets. According to local valuation rules, value of the defined benefit obligation) in the KION Group was there continue to be shortfalls in the coverage of two defined ben- 44.7 per cent (2015: 44.9 per cent). efit pension plans in the United Kingdom, as a result of which the The changes in the retirement benefit obligations reported expected employer contributions for 2017 include one-off pay- in the statement of financial position are shown in > TABLE 082. ments amounting to €3.8  million in line with the agreements reached with the trustees. KION GROUP AG | Annual Report 2016 A N E W E R A 174 Funded status and net defined benefit obligation TABLE 081 in € million 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Germany UK USA Other Total Present value of the funded defined benefit obligation Fair value of plan assets Surplus (+) / deficit (–) Present value of the unfunded defined benefit obligation Net liability (–) / net asset (+) as at 31/12/ Reported as “retirement benefit obligation“ – 547.0 – 487.0 – 448.5 – 440.5 – 210.3 86.3 79.8 455.7 467.2 167.0 – 460.7 – 407.2 7.3 26.7 – 43.3 – – – – 90.2 – 90.5 – 1,295.9 – 1,018.1 81.4 79.4 790.4 626.4 – 8.7 – 11.2 – 505.5 – 391.7 – 427.7 – 342.6 – 0.0 – 0.0 – 7.9 – 0.4 – 37.7 – 33.1 – 473.2 – 376.1 – 888.3 – 749.9 7.3 26.7 – 51.2 – 0.4 – 46.4 – 44.3 – 978.7 – 767.8 Reported as “Other non-current assets“ – – – 888.3 – 749.9 – 5.0 12.3 – 3.6 – 51.2 – 0.4 – 46.4 – 44.3 – 991.0 – 798.0 30.2 – – – 0.0 12.3 30.2 Changes in retirement benefit obligation TABLE 082 in € million Balance as at 01/01/ Group changes Exchange differences Total service cost Net interest expense Pension benefits directly paid by company Employer contributions to plan assets Liability transfer out to third parties Remeasurements Balance as at 31/12/ Germany UK USA Other Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 4.5 0.4 0.3 44.3 46.7 798.0 787.5 749.9 736.0 38.3 – 30.4 17.4 – – 29.0 16.0 3.6 – – 0.6 0.0 0.1 – 58.8 0.3 0.0 0.2 2.5 0.1 0.4 – 12.8 – 14.0 – – – – 0.9 – 0.2 – 1.1 – 0.1 66.2 – 16.0 888.3 749.9 – 2.2 5.0 – 0.3 – 0.3 – 0.0 – – – 1.0 – 11.0 3.6 51.2 0.4 – 0.0 0.0 – – – – – 2.0 0.1 3.8 0.8 – 1.1 – 1.3 – – 2.1 46.4 – 99.1 0.8 0.4 0.9 2.1 34.3 18.7 – 1.1 29.4 17.1 – 1.6 – 13.9 – 15.6 – 2.3 – – 2.5 – 0.2 – 3.7 – 0.1 – 0.6 55.3 – 17.6 44.3 991.0 798.0 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 175 Statement of cash flows the start of the year by the discount rate, is also recognised in the income statement. In the case of obligations not covered by external assets, pay- The breakdown of the net cost of the defined benefit obli- ments to beneficiaries are made directly by the Company and gation (expenses less income) recognised in the income state- therefore have an impact on cash flow from operating activities. If ment for 2016 is shown in > TABLE 083. the benefit obligations are backed by external assets, the pay- ments are made from existing plan assets and have no effect on The KION  Group’s net financial income/expenses includes a the Company’s cash flow. Instead, any contributions made to the net interest cost of €17.6  million (2015: €16.2  million). All other external pension fund by the Company result in a cash outflow for components of pension expenses are recognised under func- operating activities. tional costs. During the reporting year, pension benefits of €41.8  million The actual total return on plan assets in 2016 was €82.3 mil- (2015: €39.4 million) were paid in connection with the main pen- lion (2015: €6.1 million). sion entitlements in the KION Group, of which €13.9 million (2015: €15.6 million) was paid directly by the Company and €27.9 million (2015: €23.8 million) was paid from plan assets. Cash contribu- Other comprehensive income (loss) tions to plan assets in 2016 amounted to €6.6  million (2015: €8.5  million). Furthermore, pension benefit payments totalling The breakdown of the remeasurement of the defined benefit obli- €0.1  million (2015: €0.1  million) were transferred to external gation recognised in the statement of comprehensive income in pension funds. 2016 is presented in > TABLE 084. Income statement obligations are listed in > TABLE 079. The components of the remeasurements of the defined benefit In accordance with IAS 19, actuarial computations are performed The gains and losses on the remeasurement of plan assets are for benefit obligations in order to determine the amount to be attributable entirely to experience adjustments. The changes in expensed in each period in accordance with fixed rules. The estimates relating to defined benefit pension entitlements resulted expenses recognised in the income statement for pensions and in a €50.1 million decrease in equity as at 31 December 2016 after similar obligations consist of a number of components that must deduction of deferred taxes (31  December  2015: increase of be calculated and disclosed separately. €12.7 million). The service cost is the new pension entitlement arising in the financial year and is recognised in the income statement. It is calculated as the present value of that proportion of the expected defined benefit obligation when the pension is paid attributable to the year under review on the basis of the maximum length of service achievable by each employee. Past service cost arises if there is a change to the pension entitlement and it is recognised immediately in full. The net interest cost / income, which is calculated by multi- plying the net liability (present value of the defined benefit obli- gation minus plan assets) or the net assets (if the plan assets exceed the present value of the defined benefit obligation) at KION GROUP AG | Annual Report 2016 A N E W E R A 176 Cost of defined benefit obligation TABLE 083 in € million Current service cost Past service cost (+) and income (–) Total service cost Interest expense Interest income on plan assets Net interest expense (+) / income (–) Total cost of defined benefit obligation Germany UK USA Other Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 30.4 29.0 0.9 – 0.9 1.1 – 1.1 14.5 16.3 0.1 – 0.1 1.3 – 29.0 17.7 – 1.7 – 15.5 – 17.1 – 1.0 16.0 45.0 – 1.0 – 0.1 – 0.8 0.3 0.4 0.5 – 30.4 19.4 – 1.9 17.4 47.9 0.0 3.9 4.7 – – 0.1 – 4.3 3.8 1.9 0.4 2.2 35.3 – 0.1 35.1 37.1 34.7 – 4.3 30.5 36.2 – 1.1 – 1.3 – 19.5 – 20.1 0.8 4.6 0.9 1.4 17.6 52.7 16.2 46.7 0.0 – – – 0.0 Accumulated other comprehensive income (loss) TABLE 084 Germany UK USA Other Total in € million 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 Accumulated other comprehensive income / loss as at 01/01/ – 284.2 – 300.1 – 42.8 – 44.4 Exchange differences – – 6.7 – 2.4 – 0.6 Gains (+) and losses (–) arising from remeasurements of defined benefit obligation Gains (+) and losses (–) arising from remeasurements of plan assets Accumulated other comprehensive income / loss as at 31/12/ – 69.3 14.9 – 73.7 19.9 8.2 3.1 1.1 52.8 – 15.9 2.9 – 350.4 – 284.2 – 57.1 – 42.8 11.6 – – – – – – 28.0 – 27.8 – 355.0 – 372.3 – 0.1 – 0.9 7.1 – 3.3 – 1.9 – 0.2 – 136.8 34.6 4.0 0.8 62.8 – 14.0 – 26.0 – 28.0 – 421.9 – 355.0 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 177 Composition of plan assets The plan assets of the main pension plans consist of the following components: > TABLE 085 Fair value of plan assets TABLE 085 in € million Securities Fixed-income securities Real estate Insurance policies Other Total plan assets thereof total assets that do not have a quoted price in active markets Insurance policies Other Germany UK USA Other Total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 24.7 26.4 5.9 – 29.3 86.3 9.0 – 9.0 22.7 23.9 5.3 – 27.8 79.8 9.0 – 9.0 87.8 87.9 361.5 376.8 – – – – 77.9 74.5 – – 6.5 2.5 14.6 455.7 467.2 167.0 – – – – – – – – – – – – – – – – – – 9.7 16.3 4.7 47.2 3.6 81.4 48.9 47.2 1.7 8.7 200.0 119.3 15.6 478.7 416.4 4.4 44.0 6.6 10.6 47.2 54.0 9.7 44.0 36.9 79.4 790.4 626.4 47.9 44.0 3.8 57.9 47.2 10.7 56.9 44.0 12.8 The plan assets do not include any real estate or other assets used by the KION Group itself. KION GROUP AG | Annual Report 2016 A N E W E R A 178 Sensitivity analysis ods (projected unit credit method) as for the measurement of the obligation recognised in the consolidated statement of financial The present value of the defined benefit obligation is based on the position as at 31 December 2016. significant assumptions detailed in >  TABLE 077 above. If one assumption were to vary and the other assumptions remained unchanged, the impact on the present value of the defined Future pension benefit payments benefit obligation would be as shown in > TABLE 086. The sensitivity analysis shown in > TABLE 086 is not representative for the next ten years for the defined benefit pension entitlements of an actual change in the present value of the defined benefit in existence as at 31  December  2016. The expected pension obligation because variations in the significant assumptions are benefits break down into future benefits to be paid directly by unlikely to occur in isolation as, to some extent, the assumptions the employer (for 2017: €18.4  million) and future benefits to be are interrelated. Sensitivity is determined using the same meth- paid from existing plan assets (for 2017: €31.3 million). The pension benefit payments shown in > TABLE 087 are forecast Sensitivity defined benefit obligation in € million Discount rate Salary increase rate Pension increase rate Increase by 1.0 percentage point Reduction by 1.0 percentage point Increase by 0.5 percentage point Reduction by 0.5 percentage point Increase by 0.25 percentage point Reduction by 0.25 percentage point Life expectancy Increase by 1 year Expected payments for pension benefits in € million Germany 2017 2018 2019 2020 2021 2022 to 2026 17.8 18.3 19.6 20.8 22.4 138.7 UK 18.5 18.5 18.5 18.5 18.7 95.1 USA 9.6 9.1 9.3 9.9 10.4 56.1 TABLE 086 2015 – 220.8 294.6 16.2 – 17.4 38.7 – 37.1 47.8 TABLE 087 Total 49.7 49.5 51.9 54.0 56.9 317.8 2016 – 284.1 380.5 20.6 – 20.7 40.1 – 39.5 65.2 Other 3.8 3.6 4.5 4.7 5.4 27.9 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 179 As at the reporting date, the average duration of the defined ben- The KION Group also bears the full risk of possible future pen- efit obligation, weighted on the basis of the present value of the sion adjustments resulting from changes in longevity and inflation. defined benefit obligation, was 22.7  years in Germany (2015: Payroll-based contributions to the KION pension plan 22.2 years), 15.4 years in the United Kingdom (2015: 14.5 years), made by employees in Germany are invested in fund units. If 14.3 years in the US and 16.5  years in the other countries the actual returns on these fund units fall below the rate of (2015: 16.8 years). Risks return of 3.0 per cent that has been guaranteed to participating employees, the KION Group’s personnel expenses rise. The funding ratio, the defined benefit obligation and the associ- ated costs depend on the performance of financial markets. The return on plan assets is assumed to equal the discount rate, [30] FINANCIAL LIABILITIES which is determined on the basis of the yield earned on AA-rated, The financial liabilities reported by the KION Group as at 31 Decem- fixed-interest senior corporate bonds. If the actual return on plan ber  2016 essentially comprised interest-bearing liabilities to assets falls below the discount rates applied, the net obligation banks, which were predominantly attributable to the bridge loan arising out of the pension plans increases. The amount of the net for the financing of the Dematic acquisition and liabilities under obligation is also particularly affected by the discount rates, and the syndicated loan agreement. the current low level of interest rates – especially in the eurozone – >  TABLE 088 shows the contractual maturity structure of the is resulting in a comparatively large net obligation. financial liabilities. The plan assets are predominantly invested in corporate bonds and inflation-linked UK government bonds, particularly in the United Kingdom. The market risk attaching to plan assets – above all in the case of equities – is mitigated by defining an investment strategy and investment guidelines and constantly monitoring the assets’ performance. Moreover, a downward trend on financial markets could have a significant effect on minimum funding requirements, some of which apply outside Germany. KION GROUP AG | Annual Report 2016 A N E W E R A 180 Maturity structure of financial liabilities TABLE 088 in € million Liabilities to banks due within one year due in one to five years due in more than five years Corporate bond due within one year due in one to five years due in more than five years Other financial liabilities to non-banks due within one year due in one to five years due in more than five years Total current financial liabilities Total non-current financial liabilities 2016 3,175.8 287.1 2,888.6 – – – – – 7.2 6.8 0.4 – 293.9 2,889.1 2015 225.9 113.8 112.1 – 444.5 – 444.5 – 6.2 5.5 0.7 – 119.3 557.2 Liabilities to banks Senior facilities agreement The SFA comprises a revolving credit facility of €1,150.0 mil- lion maturing in February 2021 and a fixed-term tranche of €350.0  million maturing in February 2019 that has been fully KION GROUP  AG signed a syndicated loan agreement (senior drawn down. Both the revolving credit facility and the fixed-term facilities agreement, SFA) totalling €1,500.0 million with a syndi- tranche have a variable interest rate. As at 31 December 2016, an cate of international banks on 28 October 2015. On 25 Janu- amount of €225.3 million had been drawn down from the revolv- ary 2016, the Executive Board of KION GROUP AG decided to ing credit facility, which includes other loan liabilities and contin- overhaul the financing structure of the KION Group by repaying gent liabilities. The drawdowns under the revolving credit facility the syndicated loan dated 23  December  2006, which took the have been classified as short term. form of a revolving credit facility of €1,243.0 million, and the KION Arrangement of the revolving credit facility of €1,150.0 million Group corporate bond of €450.0 million that was issued in 2013 resulted in directly attributable transaction costs of €3.8 million. and was due to mature in 2020. The associated repayment was The transaction costs are recognised as prepaid expenses under made on 15 February 2016 using funds drawn down under the current financial assets and expensed over the term of the credit SFA. The SFA can be used for general business purposes and facility. Arrangement of the fixed-term tranche of €350.0  million enables the KION Group to obtain finance on far more favourable resulted in directly attributable transaction costs of €1.3 million. terms than has been possible in the past. The transaction costs were deducted from the fair value of this A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 181 tranche on initial recognition and will be expensed over sub- Changes in net financial debt sequent periods. KION GROUP AG has issued guarantees to the banks for all The KION  Group uses its net financial debt as a key internal of the payment obligations under the SFA. The SFA is not collat- figure for analysing the changes in its financial liabilities. Net eralised, as is typical in the current market environment for com- financial debt is defined as the difference between financial panies that are on the cusp of an investment-grade rating. Follow- liabilities and cash and cash equivalents. ing repayment of the syndicated loan from 23 December 2006, all The breakdown of the KION Group’s net financial debt as at collateral furnished under the previous loan agreement has now 31 December 2016 is shown in > TABLE 089. been released. Acquisition facilities agreement lists the applicable terms and conditions. > TABLE 090 gives details of the changes in financial liabilities and On 4 July 2016, KION GROUP AG reached agreement with a group of banks on a bridge loan to finance the acquisition of Dematic (acquisition facilities agreement, AFA), originally in an amount of €3,000.0 million. This bridge loan is to be refinanced partly by long-term capital-market and bank debt and partly by equity. KION GROUP AG implemented a capital increase in July 2016 that generated gross proceeds of €459.3 million (see also note [28]). The agreed financing volume was reduced by the proceeds from the issue of shares and, when the AFA was drawn down for the first time on 1 November 2016, amounted to €2,543.2 million. The drawdown under the AFA comprises a total of three fixed-term, variable-rate tranches: tranche A2 has a value of €343.2 million maturing in February 2018 and tranche B a value of €1,200.0 million maturing in November 2018; the third tranche is a further loan of €1,000.0 million maturing in November 2021. The transaction costs directly assignable in connection with each tranche amounted to €1.3 million for tranche A2, €4.4 million for tranche B and €7.7  million for the loan of €1,000.0  million. The transaction costs were deducted from the fair value of each tranche on initial recognition and will be expensed over sub- sequent periods. KION GROUP AG has issued guarantees to the banks for all of the payment obligations under the AFA. No collateral has been furnished in connection with the AFA. KION GROUP AG | Annual Report 2016 A N E W E R A 182 Net financial debt in € million Corporate bond – fixed rate (2013/2020) – gross Liabilities to banks (gross) Other financial liabilities to non-banks ./. Capitalised borrowing costs Financial liabilities ./. Cash and cash equivalents Net financial debt Credit terms in € million 2016 – 3,188.6 7.2 – 12.9 3,183.0 279.6 2,903.4 TABLE 089 2015 450.0 225.9 6.2 – 5.5 676.5 103.1 573.5 TABLE 090 Interest rate Notional amount Maturity Term Loan Facility H2a (Corporate bond – fixed rate) Fixed rate Multicurrency Revolving Credit Facility 3 Multicurrency Revolving Credit Facility (SFA) Term Loan Facility B (SFA) Bridge Loan Facility A2 (AFA) Bridge Loan Facility B (AFA) Term Loan Facility (AFA) Other liabilities to banks Other financial liabilities to non-banks ./. Capitalised borrowing costs Total financial liabilities EURIBOR + Margin EURIBOR + Margin EURIBOR + Margin EURIBOR + Margin EURIBOR + Margin EURIBOR + Margin Various currencies and interest terms 2020 2018 2021 2019 2018 2018 2021 2016 – – 212.1 350.0 343.2 1,200.0 1,000.0 83.3 7.2 – 12.9 3,183.0 2015 450.0 142.7 – – – – – 83.2 6.2 – 5.5 676.5 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 183 Financial covenants [31] LEASE LIABILITIES Among other stipulations, the contractual terms of the SFA and AFA require compliance with certain covenants. They also con- tain a financial covenant that requires adherence to a maximum Lease liabilities relate solely to finance lease obligations arising level of leverage (the ratio of financial liabilities to EBITDA). from sale and leaseback transactions for the funding of long-term Non-compliance with the covenants may, for example, give lend- leases with end customers. ers the right to terminate the SFA and AFA. The amounts recognised as lease liabilities (the present The financial covenant is reviewed every quarter. All the value of future minimum lease payments) are based on the fol- covenants and the financial covenant were complied with in the lowing data: > TABLE 091 past financial year, as had been the case in 2015. The KION Group works continuously to optimise the financ- ing of the Group (see note [50]). Minimum lease payments in € million Total minimum lease payments (gross) due within one year due in one to five years due in more than five years Present value of minimum lease payments due within one year due in one to five years due in more than five years TABLE 091 2015 922.1 266.0 625.6 30.5 855.6 237.9 587.9 29.7 2016 1,084.2 315.4 737.6 31.2 1,007.2 285.2 691.9 30.1 Interest included in minimum lease payments 77.0 66.5 Whereas lease liabilities stood at €1,007.2  million (31  Decem- ber 2015: €855.6 million), lease receivables arising from sale and leaseback transactions amounted to €663.4 million (31 Decem- ber 2015: €592.0 million) and leased assets under sale and lease- back transactions totalled €367.5  million (31  December  2015: €285.9 million). KION GROUP AG | Annual Report 2016 A N E W E R A 184 [32] OTHER PROVISIONS Other provisions relate to the following items: > TABLE 092 Other provisions TABLE 092 in € million Balance as at 01/01/2016 thereof non-current thereof current Group changes Additions Utilisations Reversals Additions to accrued interest Currency translation adjustments Other adjustments Balance as at 31/12/2016 thereof non-current thereof current Provisions for product warranties Provisions for personnel Other obligations Total other provisions 57.6 23.5 34.2 12.8 26.0 – 18.9 – 7.6 – – 0.6 0.2 69.5 18.1 51.4 90.8 43.1 47.7 11.6 34.1 – 23.9 – 2.3 1.1 0.2 – 0.6 110.9 50.6 60.4 46.4 16.9 29.6 29.5 20.6 – 12.2 – 10.2 0.1 – 0.7 1.9 75.4 23.7 51.7 194.9 83.4 111.5 53.8 80.6 – 55.0 – 20.0 1.2 – 1.1 1.5 255.7 92.3 163.4 The provisions for product warranties include contractual and Other obligations comprise, among others, provisions for statutory obligations arising from the sale of industrial trucks, restructuring, litigation and expected losses from onerous contracts. spare parts and automation solutions. It is expected that the bulk Total restructuring provisions (including obligations under of the costs will be incurred within the next two years after the social plans and termination benefits) came to €28.5 million as at reporting date. 31 December 2016 (31 December 2015: €33.2 million). The provisions for personnel comprise provisions for partial retirement obligations, long-service awards, annual bonuses, severance pay, obligations under social plans and obligations under the employee equity programmes. The provisions for par- tial retirement obligations are recognised on the basis of individ- ual contractual arrangements and agreements under collective bargaining law. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 185 [33] TRADE PAYABLES [34] OTHER FINANCIAL LIABILITIES As at 31 December 2016, trade payables of €802.2 million (31 Decem- Other financial liabilities comprise the following items: > TABLE 093 ber  2015: €574.6  million) included liabilities to non-consolidated subsidiaries of €4.7 million (31 December 2015: €6.5 million) and liabilities to equity-accounted investments and other equity investments of €15.0 million (31 December 2015: €11.7 million). Other financial liabilities in € million Liabilities from finance leases Sundry other financial liabilities Other non-current financial liabilities Liabilities from finance leases Derivative financial instruments Liabilities from accrued interest Sundry other financial liabilities Other current financial liabilities TABLE 093 2015 311.6 4.0 315.6 127.4 12.4 19.8 34.7 194.4 2016 341.7 7.5 349.3 136.0 22.4 12.4 51.8 222.6 Total other financial liabilities 571.9 510.1 KION GROUP AG | Annual Report 2016 A N E W E R A 186 The derivative financial instruments include a call option on the The liabilities from finance leases comprise liabilities arising 10 per cent equity investment of the KION Group in Linde Hydrau- from the financing of industrial trucks for short-term rental of lics amounting to €0.3 million (31 December 2015: €0.6 million). €440.0 million (31 December 2015: €403.2 million) and residual The current sundry other financial liabilities include, for the first value obli gations of €16.7 million (31 December 2015: €17.8 mil- time, liabilities from financial services in connection with the lion). The KION Group has also recognised other financial liabili- funding of the long-term leasing business amounting to ties amounting to €21.0 million (31 December 2015: €18.1 million) €8.3 million (31 December 2015: €0.0 million). arising from procurement leases classified as finance leases due to their terms and conditions. The finance lease obligations are based on the following future minimum lease payments: > TABLE 094 Minimum lease payments in € million Total minimum lease payments (gross) due within one year due in one to five years due in more than five years Present value of minimum lease payments due within one year due in one to five years due in more than five years TABLE 094 2015 473.2 141.8 318.8 12.6 439.0 127.4 299.4 12.2 2016 514.2 150.3 350.6 13.3 477.7 136.0 329.0 12.8 Interest included in minimum lease payments 36.5 34.1 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 187 [35] OTHER LIABILITIES Other liabilities comprise the following items: > TABLE 095 Other liabilities in € million Deferred income Other non-current liabilities Deferred income Personnel liabilities Social security liabilities Tax liabilities Advances received Construction contracts with a net debit balance due to customers Other current liabilities Total other liabilities Please refer to the details in note [26] for further information on construction contracts that had not yet been completed on the reporting date. TABLE 095 2015 185.4 185.4 77.4 186.5 36.3 64.7 39.2 9.9 414.0 2016 202.8 202.8 74.9 256.5 44.7 92.7 72.6 300.7 842.1 1,044.9 599.4 KION GROUP AG | Annual Report 2016 A N E W E R A 188 [36] CONTINGENT LIABILITIES AND OTHER FINANCIAL COMMITMENTS Contingent liabilities Litigation The legal risks arising from the KION Group’s business are typical of those faced by any company operating in this sector. The Group companies are a party in a number of pending lawsuits in various countries. The individual companies cannot assume with any degree of certainty that they will win any of the lawsuits or that the existing risk provision in the form of insurance or provisions The marked increase in guarantees was predominantly attribut- will be sufficient in each individual case. However, the KION Group able to the inclusion of Dematic in the consolidation. In addition, believes it is unlikely that these ongoing lawsuits will require funds guarantees of €1.9 million related to contingent liabilities assumed to be utilised that exceed the provisions recognised. jointly with another shareholder of a joint venture (31  Decem- ber 2015: €2.5 million). > TABLE 096 Contingent liabilities in € million Liabilities on bills of exchange Liabilities on guarantees Total contingent liabilities TABLE 096 2015 6.8 23.5 30.3 2016 4.3 86.2 90.5 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 189 Other financial commitments The maturity structure of the total future minimum lease payments under non-cancellable operating leases is shown in > TABLE 098. Sundry other financial commitments included future payment obligations to an associate amounting to €1.3 million (31 Decem- ber 2015: €2.0 million). > TABLE 097 Other financial commitments in € million Commitments under non-cancellable operating leases Commitments under licence and support agreements Capital expenditure commitments in property, plant and equipment Other financial commitments Total other financial commitments Minimum lease payments in € million Nominal minimum lease payments (gross) due within one year due in one to five years due in more than five years TABLE 097 2015 272.7 55.7 13.8 15.7 357.8 TABLE 098 2015 272.7 66.9 135.4 70.4 2016 362.7 58.5 30.0 15.4 466.6 2016 362.7 85.5 169.4 107.8 KION GROUP AG | Annual Report 2016 A N E W E R A 190 The future minimum lease payments relate to payments for leased The future minimum lease payments for sale and leaseback buildings, machinery, office furniture and equipment (procure- transactions not recognised in the statement of financial position ment leases) as well as payments for industrial trucks refinanced amounting to €43.6 million (31 December 2015: €63.4 million) are with a sale and leaseback and sub-leased to end customers (sale partially offset by receipts under non-cancellable sub-leases and leaseback sub-leases). > TABLE 099 amounting to €6.3 million (31 December 2015: €6.3 million). The future payments also include obligations arising from the refi- nancing of industrial trucks for which there were no offsetting receipts under short-term sub-leases as at the reporting date. Minimum lease payments broken down into procurement leases & sale and leaseback sub-leases TABLE 099 in € million Minimum lease payments (cash out) due within one year due in one to five years due in more than five years Minimum lease payments (cash in) due within one year due in one to five years due in more than five years Procurement leases Sale and leaseback sub-leases 2016 319.1 67.0 144.7 107.4 – – – – 2015 209.3 43.3 95.8 70.2 – – – – 2016 43.6 18.5 24.8 0.4 6.3 2.2 4.1 0.0 2015 63.4 23.7 39.6 0.2 6.3 2.0 4.3 0.0 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 191 Other disclosures Other disclosures [37] CONSOLIDATED STATEMENT OF CASH FLOWS The KION Group’s net cash provided by operating activities totalled €414.3  million, which was below the prior-year figure (2015: €455.0 million). The rise in the contributions to operating profit and other payment receipts was offset, in particular, by the increase in rental assets (net), higher working capital, the greater The consolidated statement of cash flows shows the changes in volume of leasing and higher tax payments. In addition to the cash and cash equivalents in the KION Group resulting from cash cash transaction costs incurred by KION GROUP AG, Dematic inflows and outflows in the year under review, broken down into itself also incurred pre-contract expenses in connection with the cash flow from operating, investing and financing activities. The expected acquisition by the KION Group amounting to €63.1 mil- effects on cash from changes in exchange rates are shown sep- lion that was then reflected in Dematic cash flows after the acqui- arately. Cash flow from operating activities is presented using the sition date. These payments by Dematic are included in the cash indirect method in which the profit or loss for the year is adjusted flow from operating activities of the KION Group under ‘Change for non-cash operating items. in other operating assets / liabilities’. In 2016, the KION Group’s segment structure was reorgan- Net cash used for investing activities amounted to ised and external financial reporting was then adjusted in line with €2,264.3  million (2015: net cash used of €122.3  million). Cash the new structure. Henceforward, operational responsibility for payments for development (R&D) and for property, plant and leased assets, rental assets and the financial services business equipment amounted to €166.7  million (2015: €142.6  million). will be pooled in the Industrial Trucks & Services segment. This Cash payments for acquisitions came to a total of €2,118.7 mil- has also given rise to a change in reporting in relation to cash flow lion. The acquisition of Dematic led to a net cash outflow of from operating activities and cash flow from investing activities. €2,091.1  million; the other acquisitions in the reporting year The ‘Change in rental assets (excluding depreciation)’ item has resulted in payments of €27.6  million, of which €23.2  million now been aggregated with another item to become ‘Change in related to the acquisition of Retrotech Inc. Cash payments for rental assets (excluding depreciation) and liabilities for finance acquisitions in the prior-year period (€84.9  million) had largely leases’ and is reported under cash flow from operating activities. been in connection with the acquisition of Egemin Automation. The prior-year figures have also been restated as part of this Free cash flow – the sum of cash flow from operating activi- reporting modification. As a result, cash flow from investing activ- ties and investing activities – declined by €2,182.8 million in the ities in 2015 has improved by €222.9 million, while cash flow from reporting period to minus €1,850.0 million (2015: plus €332.7 mil- operating activities has decreased by the same amount. lion) as a consequence of the acquisitions. KION GROUP AG | Annual Report 2016 A N E W E R A 192 Cash flow from financing activities came to a significant positive balance of €2,026.3 million in 2016 (2015: minus €329.1 million), caused by the refinancing of the acquisition of Dematic. The net drawdown of financial debt in the year under review amounted to €1,744.0  million (2015: net repayment of €224.0  million). While [38] INFORMATION ON FINANCIAL INSTRUMENTS financial debt taken on during the year came to €4,362.5 million, The KION Group uses both primary and derivative financial repayments totalled €2,618.5  million. Net cash of €68.3  million instruments. The following section summarises the relevance of was also used for regular interest payments (2015: net cash used these financial instruments for the KION Group. of €43.3 million). The cost of obtaining financing in the year under The following tables show the measurement categories review amounted to €23.2 million (2015: €5.6 million). The distri- defined by IAS 39. In line with IFRS 7, the tables show the carrying bution of a dividend of €0.77 per share (2015: €0.55 per share) amounts and fair values of financial assets and liabilities. Deriva- resulted in a cash outflow of €76.0  million (2015: €54.3  million), tive financial instruments forming part of a documented hedge while the acquisition of 50,000 treasury shares required an out- are not assigned to any of the IAS 39 measurement categories flow of €2.8 million. and are therefore not included in > TABLES 100 – 101. Supported by favourable currency effects of €0.2  million (2015: €0.5 million), this resulted overall in a substantial rise in cash and cash equivalents, which advanced from €103.1 mil- lion as at the end of 2015 to €279.6  million as at 31  Decem- ber 2016. > TABLE 042 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 193 Other disclosures Carrying amounts broken down by class and category 2016 TABLE 100 Classes in € million Financial assets Non-consolidated subsidiaries and other investments Loans receivable Financial receivables Other financial investments Lease receivables¹ Trade receivables thereof construction contracts with a net credit balance due from customers ² Other financial receivables thereof non-derivative receivables thereof derivative financial instruments Cash and cash equivalents Financial liabilities Liabilities to banks Other financial liabilities to non-banks Lease liabilities¹ Trade payables Other financial liabilities thereof non-derivative liabilities thereof liabilities from finance leases¹ thereof derivative financial instruments 1 as defined by IAS 17 2 as defined by IAS 11 Carrying amount 22.2 4.6 21.3 20.7 731.5 998.9 103.1 60.6 50.3 10.3 279.6 3,175.8 7.2 1,007.2 802.2 571.9 71.8 477.7 22.4 Categories FAHfT AfS LaR FLaC FLHfT Fair value 22.2 0.5 4.6 21.3 20.2 895.9 50.3 279.6 7.5 22.2 4.6 21.3 20.7 740.8 998.9 103.1 60.6 50.3 10.3 279.6 3,188.6 7.2 1,017.5 802.2 576.7 71.8 482.5 22.4 3,175.8 7.2 802.2 71.8 13.8 KION GROUP AG | Annual Report 2016 A N E W E R A 194 Carrying amounts broken down by class and category 2015 TABLE 101 Classes in € million Financial assets Non-consolidated subsidiaries and other investments Loans receivable Financial receivables Other financial investments Lease receivables¹ Trade receivables thereof construction contracts with a net credit balance due from customers ² Other financial receivables thereof non-derivative receivables thereof derivative financial instruments Cash and cash equivalents Financial liabilities Liabilities to banks Corporate bond Other financial liabilities to non-banks Lease liabilities¹ Trade payables Other financial liabilities thereof non-derivative liabilities thereof liabilities from finance leases¹ thereof derivative financial instruments 1 as defined by IAS 17 2 as defined by IAS 11 Carrying amount FAHfT AfS LaR FLaC FLHfT Fair value Categories 42.4 2.7 15.4 0.8 653.7 670.5 1.5 43.0 37.7 5.3 103.1 225.9 444.5 6.2 855.6 574.6 510.1 58.6 439.0 12.4 42.4 0.8 2.7 15.4 669.0 37.7 103.1 2.3 42.4 2.7 15.4 0.8 658.4 670.5 1.5 43.0 37.7 5.3 103.1 225.9 469.5 6.2 860.0 574.6 512.2 58.6 441.2 12.4 225.9 444.5 6.2 574.6 58.6 6.0 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 195 Other disclosures The change in valuation allowances for trade receivables is Offsetting of financial instruments presented in > TABLE 102. As at the reporting date, the potential offsetting volume essen- The net gains and losses on financial instruments are broken tially arose from netting arrangements in framework agreements down by IAS 39 category as shown in > TABLE 103. governing derivatives trading that the KION Group had entered into with commercial banks. The potential offsetting volume from Gains and losses on financial instruments do not include gains / issued financial collateral, as disclosed in 2015, related to collat- losses arising on hedging transactions that are part of a docu- eral in connection with the syndicated loan of 23 December 2006. mented hedge (see also note [40]). This collateral was released in February 2016 because of the redemption of this loan. The following tables show actual offset- ting and potential offsetting volumes for financial assets and financial liabilities. > TABLES 104 – 107 Change in valuation allowances in € million Valuation allowances as at 01/01/ Group changes Additions (cost of valuation allowances) Reversals Utilisations Currency translation adjustments Valuation allowances as at 31/12/ TABLE 102 2015 40.2 – 1.8 11.7 – 3.7 – 7.4 – 0.5 38.5 2016 38.5 – 10.8 – 4.1 – 5.0 0.2 40.4 Net gains and losses on financial instruments broken down by category TABLE 103 in € million Loans and receivables (LaR) Available-for-sale investments (AfS) Financial instruments held for trading (FAHfT, FLHfT) Financial liabilities carried at amortised cost (FLaC) 2016 3.2 6.2 – 17.6 – 57.1 2015 – 9.1 9.7 18.2 – 89.6 KION GROUP AG | Annual Report 2016 A N E W E R A 196 Financial assets subject to offsetting, enforceable master netting arrangements and similar agreements TABLE 104 Potential offsetting amount Gross amounts of recognised financial liabilities set off in the balance sheet Net amounts of financial assets presented in the balance sheet Gross amounts of recognised financial assets owing to netting agreements in connection with financial collaterals received Potential net amount in € million Trade receivables Derivative financial assets Total 1,000.6 10.3 1,010.9 – 1.6 – – 1.6 31/12/2016 998.9 10.3 1,009.3 – – 4.5 – 4.5 – – – 998.9 5.8 1,004.8 Financial assets subject to offsetting, enforceable master netting arrangements and similar agreements TABLE 105 Potential offsetting amount Gross amounts of recognised financial liabilities set off in the balance sheet Net amounts of financial assets presented in the balance sheet Gross amounts of recognised financial assets owing to netting agreements in connection with financial collaterals received Potential net amount in € million Trade receivables Derivative financial assets Total 670.6 5.3 675.9 – 0.1 – – 0.1 31/12/2015 670.5 5.3 675.8 – – 2.7 – 2.7 – – – 670.5 2.6 673.1 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 197 Other disclosures Financial liabilities subject to offsetting, enforceable master netting arrangements and similar agreements TABLE 106 Potential offsetting amount Gross amounts of recognised financial liabilities Gross amounts of recognised financial assets set off in the balance sheet Net amounts of financial liabilities presented in the balance sheet owing to netting agreements in connection with financial collaterals pledged Potential net amount in € million Trade payables Derivative financial liabilities Total 803.8 22.4 826.2 – 1.6 – – 1.6 31/12/2016 802.2 22.4 824.6 – – 4.5 – 4.5 – – – 802.2 17.9 820.1 Financial liabilities subject to offsetting, enforceable master netting arrangements and similar agreements TABLE 107 Potential offsetting amount Gross amounts of recognised financial liabilities Gross amounts of recognised financial assets set off in the balance sheet Net amounts of financial liabilities presented in the balance sheet owing to netting agreements in connection with financial collaterals pledged Potential net amount in € million Financial liabilities Trade payables Derivative financial liabilities Total 676.5 574.7 12.4 1,263.7 – – 0.1 – – 0.1 31/12/2015 676.5 574.6 12.4 1,263.6 – – – 2.7 – 2.7 – 279.7 – – – 279.7 396.9 574.6 9.7 981.2 KION GROUP AG | Annual Report 2016 A N E W E R A 198 Fair value measurement The fair value of the corporate bond, calculated for disclosure in the notes to the financial statements in 2015, was determined The majority of the cash and cash equivalents, financial receiv- using publicly quoted prices in an active market and was there- ables, other non-derivative receivables and liabilities, trade fore classified as Level 1 of the fair value hierarchy. The calculation receivables and trade payables held by the Group have short was based on the middle rate applicable on 31 December 2015. remaining terms to maturity. The carrying amounts of these The fair value of receivables and liabilities from finance leases financial instruments are roughly equal to their fair values. The corresponds to the present value of the net lease payments, tak- fair value of liabilities to banks corresponds to the present ing account of the current market interest rate for similar leases. value of the outstanding payments, taking account of the cur- The following tables show the assignment of fair values to the rent interest-rate curve and the Group’s own default risk. This individual classification levels as defined by IFRS  7 for financial fair value, calculated for the purposes of disclosure in the instruments measured at fair value. > TABLES 108 – 109 notes to the financial statements, is classified as Level 2 of the fair value hierarchy. Financial instruments measured at fair value TABLE 108 in € million Financial assets thereof other financial investments thereof derivative instruments Financial liabilities thereof derivative instruments Fair Value Hierarchy Level 1 Level 2 Level 3 0.5 10.3 22.1 0.3 2016 10.8 0.5 10.3 22.4 22.4 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 199 Other disclosures Financial instruments measured at fair value TABLE 109 in € million Financial assets thereof non-consolidated subsidiaries and other financial investments thereof other financial investments thereof derivative instruments Financial liabilities thereof derivative instruments Fair Value Hierarchy Level 1 Level 2 Level 3 0.8 5.3 19.6 11.9 0.6 2015 25.7 19.6 0.8 5.3 12.4 12.4 Level 1 comprises long-term financial assets for which the fair > TABLE 110 shows the changes in fair value and the impact on the value is calculated using prices quoted in an active market. income statement. All currency forwards are classified as Level 2. The fair value of currency forwards is calculated by the system using the dis- As at 31 December 2016, the fair value calculated for the call counting cash flow method based on forward rates on the report- option on the shares in Linde Hydraulics came to minus €0.3 mil- ing date. The default risk for the Group and for the counterparty is lion (31 December 2015: minus €0.6 million). As at the reporting taken into account on the basis of gross figures. date, a change in the fair value of the shares in Linde Hydraulics The shares in non-consolidated subsidiaries allocated to would not have had any material effect on profit or loss as a Level 3 in 2015 related to the shares acquired in October 2015 in consequence of the change in the fair value of the call option. Emhilia Material Handling S.p.A. (formerly Moden Diesel S.p.A.) In order to eliminate default risk to the greatest possible and the shares in LR Intralogistik GmbH purchased at the end extent, the KION Group only enters into derivatives with invest- of October 2015. Because the acquisitions took place shortly ment-grade counterparties. before the reporting date, the reported fair value was the same If events or changes in circumstances make it necessary to as the purchase consideration. These two subsidiaries were reclassify financial instruments to a different level, they are reclas- included in the KION Group’s basis of consolidation for the sified at the end of a reporting period. As had been the case in first time in January 2016. 2015, no financial instruments were transferred between Levels 1, The derivative financial liabilities allocated to Level 3 related 2 or 3 in 2016. to a call option of Weichai Power on the 10 per cent shareholding of the KION Group in Linde Hydraulics. The Black-Scholes model and probability-weighted scenario analysis were used to calcu- late the fair value of the call option. KION GROUP AG | Annual Report 2016 A N E W E R A 200 Development of financial assets / liabilities classified as level 3 TABLE 110 in € million Value as at 01/01/ Gains recognised in net financial expenses Disposals Value as at 31/12/ Gains for the period relating to financial assets / liabilities classified as Level 3 Change in unrealised gains for the period relating to financial liabilities held as at 31/12/ 2016 – 0.6 0.3 – – 0.3 0.3 0.3 2015 31.7 2.4 – 34.7 – 0.6 2.4 0.1 [39] FINANCIAL RISK REPORTING Capital management On 4 July 2016, KION GROUP AG reached an agreement with a group of banks for a bridge loan to finance the acquisi- tion of Dematic. KION GROUP AG also implemented a capital increase in July 2016 that generated gross proceeds of €459.3 million (see note [28]). As at 31 December 2016, the draw- down of the bridge loan comprised a total of three fixed-term, One of the prime objectives of capital management is to ensure variable-rate tranches: tranche A2 has a value of €343.2 million liquidity at all times. Measures aimed at achieving these objec- maturing in February 2018 and tranche B a value of €1,200.0 mil- tives include the optimisation of the capital structure, the reduc- lion maturing in November 2018; the third tranche is a further loan tion of liabilities and ongoing Group cash flow planning and man- of €1,000.0 million maturing in November 2021 (see also note [30]). agement. Close cooperation between local units and the Group Taking into account credit facilities that had not yet been uti- head office ensures that the local legal and regulatory require- lised, the unrestricted cash and cash equivalents available to the ments faced by foreign group companies are taken into account KION Group as at 31 December 2016 amounted to €1,200.8 mil- in capital management. lion (31 December 2015: €1,193.6 million). Net financial debt – defined as the difference between finan- The KION Group works continuously to optimise the financing cial liabilities and cash and cash equivalents – is the key perfor- of the Group (see note [50]). mance measure used in liquidity planning at Group level (see note [30]) and amounted to €2,903.4 million as at 31 December 2016 (31 December 2015: €573.5 million). On 15 February 2016, the KION Group repaid the corporate bond of €450.0 million that was still outstanding and all other remain- ing liabilities under the syndicated loan of 23 December 2006. The associated repayment was made using funds drawn down under a new senior facilities agreement (SFA). The SFA com- prises a revolving credit facility of €1,150.0  million maturing in February 2021 and a fixed-term tranche of €350.0 million matur- ing in February 2019 that has been fully drawn down (see note [30]). A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 201 Other disclosures Credit risk > TABLE 111 shows the age structure of receivables as at the reporting date. In certain finance and operating activities, the KION Group is sub- Valuation allowances are based on the credit risk associated ject to credit risk, i.e. the risk that partners will fail to meet their with the receivables, the risk being assessed mainly using contractual obligations. This risk is limited by diversifying busi- factors such as customer credit rating and failure to adhere to ness partners based on certain credit ratings. The Group only payment terms. enters into transactions with business partners and banks hold- Some of the receivables that were overdue as at the reporting ing a good credit rating and subject to fixed limits. Counterparty date, but for which no valuation allowances had been recognised, risks involving our customers are managed by the individual were offset by corresponding trade payables. Apart from this Group companies. item, the Group did not hold any significant collateral. Age structure analysis of receivables TABLE 111 Thereof: Neither overdue nor impaired at the reporting date Carrying amount Thereof: Not impaired at the reporting date and overdue in the following timebands Thereof: Impaired at the reporting date up to and including 90 days overdue more than 90 days overdue 2016 2015 in € million Financial receivables Lease receivables Trade receivables Other non-derivative receivables / assets in € million Financial receivables Lease receivables Trade receivables Other non-derivative receivables / assets 21.3 731.5 998.9 50.3 15.4 653.7 670.5 37.7 21.3 731.5 764.0 46.6 15.4 653.7 537.6 34.2 – – 67.2 0.6 – – 6.1 0.5 – – 153.7 0.0 – – 117.6 3.0 – – 14.0 3.1 – – 9.1 – KION GROUP AG | Annual Report 2016 A N E W E R A 202 Liquidity risk the KION Group as BB+ with a negative outlook (2015: stable out- look). Moody’s has rated the KION Group at Ba1 with a negative Based on IFRS  7, a liquidity risk arises if an entity is unable to outlook (2015: Ba2 with a positive outlook). meet its financial liabilities. The KION Group maintains a liquidity The following tables show all of the contractually agreed reserve in the form of lines of credit and cash in order to ensure payments under recognised financial liabilities as at 31 Decem- financial flexibility and solvency. The age structure of financial ber  2016 and 2015, including derivative financial instruments liabilities is reviewed continually. Since the announcement of the with negative fair values. > TABLES 112 – 113 Dematic acquisition in June 2016, Standard & Poor’s has rated Liquidity analysis of financial liabilities and derivatives 2016 TABLE 112 in € million Primary financial liabilities Liabilities to banks Other financial liabilities to non-banks Trade payables Lease liabilities Other financial liabilities Derivative financial liabilities Derivatives with negative fair value + Cash in – Cash out Carrying amount 2016 Cash flow 2017 Cash flow 2018 – 2021 Cash flow from 2022 3,175.8 7.2 802.2 1,007.2 549.4 22.1 – 293.1 – 6.8 – 802.2 – 315.4 – 222.1 – 3,026.5 – 0.4 – – 737.6 – 350.6 452.7 – 472.6 210.7 – 222.8 – – – – 31.2 – 13.3 – – A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 203 Other disclosures Liquidity analysis of financial liabilities and derivatives 2015 TABLE 113 in € million Primary financial liabilities Liabilities to banks Corporate bond Other financial liabilities to non-banks Trade payables Lease liabilities Other financial liabilities Derivative financial liabilities Derivatives with negative fair value + Cash in – Cash out Carrying amount 2015 Cash flow 2016 Cash flow 2017 – 2020 Cash flow from 2021 225.9 444.5 6.2 574.6 855.6 497.6 11.9 – 117.2 – 30.4 – 5.5 – 574.6 – 266.0 – 200.4 – 120.3 – 556.3 – 0.7 – – 625.6 – 318.8 – – – – – 30.5 – 12.6 345.7 – 352.7 60.5 – 65.5 The calculation of future cash flows for derivative financial liabili- Default risk ties includes all currency forwards that have negative fair values as at the reporting date. For financial assets, default risk is defined as the risk that a coun- In 2016, KION Group sold financial assets with a total value of terparty will default, and hence is limited to a maximum of the car- €101.3  million (2015: €75.1  million) in factoring transactions. In rying amount of the assets relating to the counterparty involved. some cases, the KION Group retains insignificant rights and The potential default risk attaching to financial assets is mitigated duties in connection with fully derecognised financial assets, pri- by secured forms of lending such as reservation of title, credit marily the provision of limited reserves for defaults. The recog- insurance and guarantees, and potential netting agreements. nised assets that serve as reserves for defaults and are reported Specific valuation allowances for defaults are recognised under other current financial assets stood at €1.4 million as at to reflect the risk arising from primary financial instruments. 31 December 2016 (31 December 2015: €1.0 million). The short Financial transactions are only entered into with selected partners residual maturity of these financial assets means their carrying holding good credit ratings. Investments in interest-bearing amount was almost the same as their fair value. The maximum securities are limited to securities with an investment-grade downside risk arising on the transferred and fully derecognised credit rating. financial assets amounted to €7.4 million as at 31 December 2016 (31 December 2015: €5.0 million). KION GROUP AG | Annual Report 2016 A N E W E R A 204 Risks arising from financial services Moreover, the KION Group offers the majority of financial services indirectly via selected financing partners that bear the The leasing activities of the Industrial Trucks & Services segment risks of the finance transaction. As far as these financial services mean that the KION Group may be exposed to residual value are concerned, the KION Group bore the counterparty risk in risks from the marketing of trucks that are returned by the les- under 3 per cent of cases (2015: 3 per cent). see at the end of a long-term lease and subsequently sold or re-leased. Residual values in the markets for used trucks are therefore constantly monitored and forecast. The KION Group Currency risk regularly assesses its aggregate risk position arising from finan- cial services. In accordance with its treasury risk policy, the KION Group The risks identified are immediately taken into account by hedges exchange rate risks both locally at the level of the indi- the Company in the costing of new leases by recognising write- vidual companies and centrally via KION GROUP AG using downs or valuation allowances and adjusting the residual val- prescribed hedging ratios. ues. Risk-mitigating factors include the demand for used trucks, The main hedging instruments employed are foreign-cur- which stabilises the residual values of the KION Group’s indus- rency forwards, provided that there are no country-specific trial trucks. The majority of the residual values have underlying restrictions on their use. remarketing agreements that transfer any residual-value risk to At company level, hedges are entered into for highly probable the leasing company. This had a positive impact on the financial future transactions on the basis of rolling 15-month forecasts, results in 2016. Groupwide standards to ensure that residual val- as well as for firm obligations not reported in the statement of ues are calculated conservatively, combined with an IT system financial position. Currency risk arising from customer-specific for residual-value risk management, reduce risk and provide the construction contracts is hedged at individual company level on basis on which to create the transparency required. a project basis. Some of these hedges are classified as cash flow The KION Group mitigates its liquidity risk and interest-rate hedges for accounting purposes in accordance with IAS 39 risk attaching to financial services by ensuring that most of its (see note [40]). transactions and funding loans have matching maturities and by The currency risk arising on translation of a foreign subsi- constantly updating its liquidity planning. Long-term leases are diary’s financial statements into the Group’s reporting currency is primarily based on fixed-interest agreements. The credit facilities also eliminated using a foreign-currency forward. In accordance provided by various banks and an effective dunning process with IAS 39, this hedge is classified as a net investment hedge ensure that the Group has sufficient liquidity. for accounting purposes (see note [40]). In order to exclude currency risk, the KION Group generally Foreign-currency forwards are also employed to hedge the funds its leasing business in the local currency used in each market. currency risks arising in the course of internal financing. Because of low default rates, counterparty risk has not been > TABLE 114 shows an overview of the foreign-currency for- significant to date in the Group. The KION Group has not identi- wards entered into by the KION Group. As at the reporting date, fied any material changes between 2015 and 2016. The Group significant currency risk arising from financial instruments was also mitigates any losses from defaults by its receipt of the measured for the first time using a currency sensitivity method proceeds from the sale of repossessed trucks. In addition, receiv- because the value-at-risk method previously used in the risk ables management has been improved by enhancing the dun- management system is no longer being applied as a result of the ning process. The credit portfolio management system was new organisational and strategic focus in the KION Group. The updated during 2016. Besides the design of the business prior-year figures have been restated accordingly. processes, it also encompassed the risk management and control processes. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 205 Other disclosures Foreign-currency forwards Fair value Notional amount in € million Foreign-currency forwards (assets) Hedge Accounting Foreign-currency forwards (liabilities) Hedge Accounting Held for Trading Held for Trading 2016 2.9 7.5 8.7 13.5 2015 3.1 2.3 6.4 5.5 2016 83.1 552.7 279.3 384.4 TABLE 114 2015 142.5 153.3 181.1 269.7 Currency risks from financial instruments as defined by IFRS 7 are Currency risk in the KION Group arises mainly in connection only included in calculating currency sensitivity if the financial with derivative financial instruments, trade receivables and trade instruments are denominated in a currency other than the func- payables. It is assumed that the portfolio of financial instruments tional currency of the reporting entity concerned. This means that as at the reporting date is representative of the portfolio over the currency risks resulting from the translation of the separate finan- whole of the year. cial statements of subsidiaries into the Group reporting currency, The sensitivity analysis for currencies that give rise to signifi- i.e. currency translation risks, are not included. cant risk in the view of the KION Group is shown in > TABLE 115. Foreign-currency sensitivity TABELLE 115 in € million CNY GBP USD in € million CNY GBP USD 2016 2015 Net income Other comprehensive income + 10% – 10% + 10% – 10% 0.2 2.2 12.9 – 0.6 – 0.2 0.1 – 0.2 – 2.7 – 16.1 1.0 0.2 – 0.2 5.1 7.7 3.6 5.2 7.6 3.1 – 6.3 – 9.5 – 4.4 – 6.4 – 9.3 – 3.7 KION GROUP AG | Annual Report 2016 A N E W E R A 206 Interest-rate sensitivity TABLE 116 in € million Net income + 50 bps – 50 bps + 100 bps – 100 bps 2016 – 1.1 2016 – 0.9 2015 – 0.9 2015 0.9 The table shows the after-tax impact from changes in exchange derivative approach under the cumulative dollar-offset method. rates considered to be possible (+10 per cent: increase in the The effective portion of the changes in the fair value of for- value of the euro against the other currencies of 10.0  per  cent; eign-currency forwards is recognised in accumulated other com- –10 per cent: fall in the value of the euro against the other curren- prehensive income (loss) and only reversed when the corre- cies of 10.0 per cent). sponding hedged item is recognised in income. Interest-rate risk On account of the short-term nature of the Group’s payment terms, reclassifications to the income statement and the recogni- tion of the corresponding cash flows generally take place in the same reporting period. A foreign-currency receivable or liability is Interest-rate risk within the KION Group is managed centrally. recognised when goods are despatched or received. Until the The basis for decision-making includes sensitivity analyses of corresponding payment is received, changes in the fair value of interest-rate risk positions in key currencies. the derivative are recognised in the income statement such that A shift in the relevant yield curve of + / – 50 basis points (bps) they largely offset the effect of the measurement of the for- (2015: + / – 100 bps) was simulated to assess interest-rate risk. eign-currency receivable or liability at the reporting date. The cumulative effect after tax resulted from variable-rate expo- The changes in fair value recognised and reclassified in other sures and is shown in > TABLE 116. comprehensive income in 2016 are shown in the consolidated [40] HEDGE ACCOUNTING Hedging currency risk statement of comprehensive income. In matching transactions with the recognition of the hedged item, income from hedging transactions amounting to €0.1  million was reclassified to reve- nue, and an amount of €14.1  million was reclassified to cost of sales. In 2015, the gains / losses arising on hedging transactions amounting to a net loss of €20.9 million had largely been included in other income and other expenses. There were no significant inef- fective portions in 2016, as had been the case in the previous year. In accordance with its treasury risk policy, the KION Group In total, foreign-currency cash flows of €362.4 million (2015: applies cash flow hedge accounting in hedging the currency risks €323.6 million) were hedged and designated as hedged items, of arising from highly probable future transactions and firm obliga- which €284.5 million is expected by 30 September 2017 (2015: tions not reported in the statement of financial position in various €188.0 million expected by 30 September 2016). The remaining currencies. Foreign-currency forwards with settlement dates in cash flows designated as hedged items essentially fall due in the the same month as the expected cash flows from the Group’s period up to 31 December 2017. operating activities are used as hedges. In addition, the KION Group hedges currency risk arising on The effectiveness of the Group’s hedging transactions is translation of a foreign subsidiary’s financial statements into the assessed on the basis of forward rates using the hypothetical Group’s reporting currency using a foreign-currency forward. For A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 207 Other disclosures this purpose, it applies net investment hedge accounting, in which only the spot rate element of the foreign-currency forward is designated as the hedging instrument. The effectiveness of the Group’s hedging transaction is determined on the basis of for- [41] SEGMENT REPORT ward rates using the hypothetical derivative approach under the The segment structure in the KION Group was modified with cumulative dollar-offset method. The effective portion of the effect from 1 December 2016. The strategic profile of the KION changes in the fair value of the foreign-currency forward is recog- Group has undergone a fundamental change as a consequence nised – on a cumulative basis and after taking into account of the acquisition of Dematic. The Executive Board, as the chief deferred taxes – in accumulated other comprehensive income operating decision-maker (CODM), has managed the KION (loss) and is not reversed and recognised in the income statement Group since December 2016 on the basis of the following seg- until the foreign operation is sold. ments: Industrial Trucks & Services, Supply Chain Solutions and The spot rate element of the foreign-currency forward desig- Corporate Services. Segment reporting therefore takes into nated as the hedging instrument had a fair value of minus €2.3 mil- account the new organisational and strategic focus of the lion as at 31 December 2016 (31 December 2015: minus €4.5 mil- KION Group. As a result of the change in segment structure, the lion) and, in the reporting year, resulted in an unrealised gain of brands and financing activities previously reported under the €2.2 million (2015: unrealised loss of €4.5 million), which was rec- Linde Material Handling (LMH), STILL and Financial Services (FS) ognised in other comprehensive income (loss). There were no inef- segments have now been transferred to the new Industrial Trucks fective portions of the net investment hedge in 2016, as had also & Services segment. Henceforward, the Supply Chain Solutions been the case in 2015. In 2016, an expense of €3.2 million (2015: segment will encompass not only Dematic but also the activities €0.3 million) arising in connection with the interest element of the of Egemin and Retrotech, which were previously reported under foreign-currency forward was recognised under financial expenses. the Other segment. This segment will therefore bring together the In 2016, the KION Group made use of transaction-related for- activities related to planning, implementing and optimising supply eign-currency forwards to hedge currency risk in connection with chains. The segment disclosures for the prior period have been the acquisition of Dematic. The notional amount of these currency restated using the new segment structure. forwards totalled €2.3  billion. Currency forwards with a total notional amount of €1.9  billion served to hedge the purchase price obligation for the shares and were accounted for as cash Description of the segments flow hedges. The resulting changes in exchange rates were included in the reclassified changes in fair value under gains / losses Industrial Trucks & Services on hedge reserves and were recognised as a basis adjustment So that it can fully cater to the needs of material handling custom- (see note [5]). ers worldwide, the business model of the Industrial Trucks & Ser- vices segment covers key steps of the value chain: product devel- opment, manufacturing, sales and logistics, spare parts business, truck rental and used trucks, fleet management and financial services that support the core industrial truck business. The seg- ment operates a multi-brand strategy involving the three interna- tional brands Linde, STILL and Baoli plus the national brands Fenwick, OM STILL and Voltas. Supply Chain Solutions The Supply Chain Solutions segment, with its Dematic operating unit, is a strategic partner to customers in a variety of industries, KION GROUP AG | Annual Report 2016 A N E W E R A 208 supplying them with integrated technology and software solu- to plan and deliver logistics solutions with varying degrees of tions with which to optimise their supply chains. Manual and complexity anywhere in the world. automated solutions are provided for all functions along custom- ers’ supply chains, from goods inward and multishuttle ware- Corporate Services house systems to picking and value-added packing. Through its The Corporate Services segment comprises the other activities Dematic, Egemin Automation and Retrotech brand companies, of the holding and service companies in the KION Group. The this segment is primarily involved in customer-specific, longer- service companies provide services for all segments in the term project business. With global resources, ten production KION Group. The bulk of the total revenue in this segment is gen- facilities worldwide and regional teams of experts, Dematic is able erated by internal IT and logistics services. Segment report 2016 TABELLE 117 in € million Revenue from external customers Intersegment revenue Total revenue Earnings before taxes Financial income Financial expenses = Net financial expenses / income EBIT + Non-recurring items + PPA items = Adjusted EBIT Segment assets Segment liabilities Carrying amount of equity- accounted investments Profit from equity- accounted investments Capital expenditure¹ Amortisation and depreciation ² Order intake Number of employees ³ Industrial Trucks & Services Supply Chain Solutions Corporate Services Consolidation / Reconciliation 5,200.5 2.1 5,202.6 511.7 52.2 – 93.5 – 41.3 553.0 5.4 28.5 586.9 8,914.0 4,700.7 72.7 6.5 142.7 137.1 5,383.2 23,064 364.7 1.3 366.0 – 42.8 7.5 – 18.6 – 11.1 – 31.7 5.7 31.9 6.0 5,207.1 2,573.1 0.0 0.0 9.4 36.7 431.2 6,810 22.1 220.0 242.0 230.6 44.7 – 89.0 – 44.3 274.9 31.0 0.0 305.9 1,588.2 5,910.9 0.0 0.0 14.5 17.6 242.0 670 – – 223.4 – 223.4 – 360.4 – 15.5 16.5 1.1 – 361.5 – 0.0 – – 361.5 – 4,350.1 – 4,360.6 – – – – – 223.3 – 1 Capital expenditure including capitalised development costs, excluding leased and rental assets 2 On intangible assets and property, plant and equipment excluding leased and rental assets 3 Number of employees (full-time equivalents) as at balance sheet date 31/12/; allocation according to the contractual relationship Total 5,587.2 – 5,587.2 339.2 88.9 – 184.5 – 95.7 434.8 42.2 60.4 537.3 11,359.2 8,824.2 72.7 6.5 166.7 191.4 5,833.1 30,544 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 209 Other disclosures Segment management EBIT for the segments (‘adjusted EBIT’). Intra-group transac- tions are generally conducted on an arm’s-length basis. Seg- The KPIs used to manage the segments are order intake, rev- ment reports are prepared in accordance with the same enue and adjusted EBIT. Segment reporting therefore includes accounting policies as the consolidated financial statements, a reconciliation of externally reported consolidated earnings as described in note [7]. before interest and tax (EBIT) – including effects from purchase >  TABLES 117 – 118 show information on the KION Group’s price allocations and non-recurring items – to the adjusted operating segments for 2016 and 2015. Segment report 2015 TABLE 118 in € million Revenue from external customers Intersegment revenue Total revenue Earnings before taxes Financial income Financial expenses = Net financial expenses / income EBIT + Non-recurring items + PPA items = Adjusted EBIT Segment assets Segment liabilities Carrying amount of equity- accounted investments Profit from equity- accounted investments Capital expenditure¹ Amortisation and depreciation ² Order intake Number of employees 3 Industrial Trucks & Services Supply Chain Solutions Corporate Services Consolidation / Reconciliation 5,044.4 0.3 5,044.7 440.1 46.2 – 88.6 – 42.4 482.5 20.0 27.0 529.5 8,354.1 4,118.2 73.6 10.6 126.0 139.0 5,146.3 22,637 33.0 0.0 33.0 1.2 0.0 – 0.0 0.0 1.2 0.9 0.0 2.0 104.3 31.1 0.0 0.0 0.4 1.2 48.8 323 20.5 199.0 219.4 76.0 19.7 – 70.0 – 50.2 126.2 27.1 0.1 153.3 617.6 3,072.0 0.0 0.0 16.2 17.2 219.8 545 – – 199.3 – 199.3 – 187.0 – 14.5 14.5 0.0 – 187.0 – 15.0 – – 202.0 – 2,635.8 – 2,629.8 – – – – – 199.3 – 1 Capital expenditure including capitalised development costs, excluding leased and rental assets 2 On intangible assets and property, plant and equipment excl. leased and rental assets 3 Number of employees (full-time equivalents) as at balance sheet date 31/12/; allocation according to the contractual relationship Total 5,097.9 – 5,097.9 330.2 51.4 – 144.0 – 92.6 422.8 33.0 27.0 482.9 6,440.2 4,591.5 73.6 10.6 142.6 157.4 5,215.6 23,506 KION GROUP AG | Annual Report 2016 A N E W E R A 210 Revenue with third parties broken down by customer location in € million Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total revenue TABLE 119 2015 3,724.1 432.0 92.9 119.6 143.4 585.8 2016 3,982.7 459.6 100.3 295.9 148.6 600.1 5,587.2 5,097.9 External revenue by region is presented in > TABLE 119. Capital expenditure includes additions to intangible assets and property, plant and equipment. Leased assets are described Revenue in Germany came to €1,321.1  million in 2016 (2015: in note [18]. > TABLE 120 €1,276.3  million). There are no relationships with individual customers that generate revenue deemed to be significant as a Capital expenditure in Germany came to €100.9 million in 2016 proportion of total consolidated revenue. (2015: €88.2 million). Financial income and expenses including all interest income Depreciation / amortisation relates to intangible assets with and expenses are described in notes [12] and [13]. finite useful lives and property, plant and equipment. The non-recurring items mainly comprised consultancy The regional breakdown of non-current assets excluding costs – in particular, costs relating to the acquisition of Dematic – financial assets, financial instruments, deferred tax assets and as well as costs incurred in connection with severance payments. post-employment benefits is shown in > TABLE 121. They totalled €42.2 million in 2016 (2015: €33.0 million). The effects from purchase price allocations comprised net Non-current assets attributable to Germany amounted to write-downs and other expenses in relation to the hidden reserves €2,537.2 million as at 31 December 2016 (31 December 2015: and charges identified as part of the acquisition processes. €2,606.0 million). A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 211 Other disclosures Capital expenditures broken down by company location (excl. leased and rental assets) TABLE 120 in € million Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total capital expenditures Non-current assets broken down by company location in € million Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total non-current assets (IFRS 8) 2016 133.4 3.7 0.2 16.6 1.0 11.8 166.7 2016 3,497.9 152.2 6.6 3,836.9 56.4 370.8 7,920.8 2015 113.1 7.5 0.1 2.2 0.9 18.8 142.6 TABLE 121 2015 3,310.2 129.4 6.8 35.1 36.7 321.4 3,839.6 KION GROUP AG | Annual Report 2016 A N E W E R A 212 [42] EMPLOYEES control (parent) if it holds more than 50 per cent of the shares in another entity. Significant influence generally exists if an entity holds between 20  per  cent and 50  per  cent of the shares in another entity. The KION Group employed an average of 24,957 full-time equiv- The related parties that are solely or jointly controlled by the alents (including trainees and apprentices) in the reporting year KION Group or over which significant influence can be exercised (2015: 23,129). The number of employees (with part-time staff are included in the list of shareholdings as at 31 December 2016 included on a pro rata basis) is shown by region in > TABLE 122. (see note [47]). Another related party is Weichai Power Co. Ltd., Weifang, China, which indirectly holds a 43.3  per  cent stake in The KION Group employed an average of 536 trainees and KION GROUP AG (31 December 2015: 38.3 per cent) and is thus apprentices in 2016 (2015: 524). The number of employees the largest single shareholder. increased by 6,318 following the acquisition of Dematic. The revenue that the KION Group generated in 2016 and [43] RELATED PARTY DISCLOSURES 2015 from selling goods and services to related parties, and vice versa, is shown in > TABLES 123 – 124 along with the associ- ated receivables and liabilities as at the reporting date. The receivables include a loan that the KION Group has granted to Linde Hydraulics GmbH & Co. KG, Aschaffenburg. The commitment included an amount of €5.3  million (31  Decem- In addition to the subsidiaries included in the consolidated ber 2015: €7.0 million). This resulted in a loan receivable for the financial statements, the KION Group has direct or indirect KION Group of €4.0 million as at 31 December 2016 (31 Decem- business relationships with a number of non-consolidated ber 2015: €1.0 million); it has a variable interest rate. No valua- subsidiaries, joint ventures and associates in the course of its tion allowances for trade receivables had been recognised as ordinary business activities. According to IAS 24, related parties at the reporting date, a situation that was unchanged on the also include entities that have control or significant influence end of 2015. over KION GROUP AG. An entity is usually assumed to have Employees (average) TABELLE 122 Germany France UK Italy Rest of Europe USA Asia Rest of world Total employees 2016 8,460 3,293 1,937 899 4,437 801 3,845 1,286 2015 8,395 3,181 1,782 811 3,939 162 3,796 1,063 24,957 23,129 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 213 Other disclosures Related party disclosures 2016 in € million Non-consolidated subsidiaries Associates (equity-accounted) Joint ventures (equity-accounted) Other related parties* Total Receivables Liabilities Sales of goods and services 22.8 19.7 2.3 4.7 49.5 13.1 9.2 54.4 1.6 78.3 24.7 163.0 50.7 15.1 253.5 * ‘Other related parties’ include, among others, transactions with Weichai Power and its affiliated companies Related party disclosures 2015 in € million Non-consolidated subsidiaries Associates (equity-accounted) Joint ventures (equity-accounted) Other related parties* Total Receivables Liabilities Sales of goods and services 24.9 19.3 1.3 4.3 49.8 13.6 8.2 53.7 0.2 75.7 19.4 152.8 48.1 12.7 232.9 * ‘Other related parties’ include, among others, transactions with Weichai Power and its affiliated companies TABLE 123 Purchases of goods and services 19.7 121.1 77.4 18.2 236.5 TABLE 124 Purchases of goods and services 34.0 126.4 57.2 12.5 230.1 The members of the Executive Board and Supervisory Board of KION GROUP AG are also related parties. Details of the remu- neration of the Executive Board and Supervisory Board can be found in note [45]. [44] VARIABLE REMUNERATION KEEP employee share option programme On 4 October 2016, the Executive Board decided to launch a fur- ther share option programme for employees (KEEP 2016) in the countries that had been included in the previous year and also for employees in Belgium, the Czech Republic, the Netherlands, Poland, Portugal and Spain. The period during which eligible employees could take up this offer by making a declaration of KION GROUP AG | Annual Report 2016 A N E W E R A 214 acceptance ran from 5 to 31 October 2016. To be eligible to par- KION Group. The change in the number of bonus shares to be ticipate in KEEP 2016, employees needed, at the start of the offer granted is shown in > TABLE 125. phase, to have had a permanent, uninterrupted employment con- tract with a participating KION Group company for at least one In 2016, 2,282 free shares were issued to employees as part of year. Currently, KION GROUP AG plus 14 German (2015: twelve) their starter blocks (2015: 8,740 free shares). and 53 foreign (2015: 34) subsidiaries are taking part in KEEP. The The free shares to be issued are measured at their fair value Company is considering whether to extend the employee share on the day on which employees obtain the right to acquire shares option programme to other countries over the coming years. as their own investment. The fair value on the grant date is deter- The KEEP programme is a share matching plan. Participating mined on the basis of Monte Carlo simulation. The measurement employees acquire KION shares for their own investment pur- parameters used are shown in > TABLE 126. poses. Each set of three KION shares represents a block of shares. Once the three-year holding period has expired, employ- For the 2016 programme, the fair value of a bonus share was ees are entitled to one free matching share (bonus share) for €52.51 (2015 programme: €38.57). each block. However, KION GROUP AG has the right to satisfy The fair value of the bonus shares to be granted is recognised each programme participant’s entitlement by paying a cash set- as an expense and paid into capital reserves over the three-year tlement instead of granting a bonus share. For employees taking holding period. part for the first time, the KION Group offers a special incentive In 2016, an expense totalling €0.7  million was recognised in the form of starter blocks. Under KEEP 2016, the KION Group under functional costs for free shares and bonus shares in con- will bear the cost of one KION share (free share) in each of the nection with the employee share option programme (2015: first six blocks of shares that an employee takes up. €0.6 million). Of this amount, €0.3 million related to KEEP 2015 The right to obtain a bonus share lapses if participants sell and €0.2  million to KEEP 2014 (2015: €0.2  million relating to their own investment in KION shares or cease to work for the KEEP 2014). Development of the granted bonus shares in units Balance as at 01/01/ Granted bonus shares Forfeited bonus shares Balance as at 31/12/ TABLE 125 2015 29,116 24,504 – 400 53,220 2016 53,220 15,188 – 1,302 67,106 Significant measurement parameters for the KION GROUP AG employee share option programme TABLE 126 Measurement parameters Expected dividend yield Price of the KION share as at grant date KEEP 2016 KEEP 2015 €0.88 €55.02 €0.88 €41.01 A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 215 Other disclosures Each year, the Executive Board of KION GROUP AG decides quarter of 2017. At the beginning of the performance period on whether there will be an offer made under the share option 1 January 2016 (2015 tranche: 1 January 2015; 2014 tranche: programme that year and which companies will participate. 1 January 2014), the managers were allocated a total of 0.2 mil- KION performance share plan (PSP) for managers lion virtual shares for this tranche (2015 tranche: 0.2 million virtual shares; 2014 tranche: 0.2  million virtual shares). The allocation was based on a particular percentage of each manager’s individ- ual gross annual remuneration at the time of grant. At the end of the performance period, the number of the virtual shares is In March 2016, a multiple-year variable remuneration component amended depending on the degree to which the relevant targets in the form of a performance share plan (the KION Long-Term are achieved. The resulting final number of virtual shares multi- Incentive Plan for Top Management 2016) with a three-year term plied by the smoothed price of KION GROUP AG shares at was promised retrospectively from 1 January 2016 for the man- the end of the performance period determines the amount of agers in the KION Group. The remuneration component meas- cash actually paid. The KION Group has the right to adjust the ured over the long term is based in equal parts on the total share- amount payable at the end of the performance period in the holder return (TSR) of KION GROUP AG shares compared with event of exceptional occurrences or developments. The maxi- the STOXX Europe TMI Industrial Engineering index as a measure mum amount payable is limited to 200 per cent of the value of the of market performance, and with return on capital employed shares allotted to an individual at the grant date. (ROCE) as an internal measure. It also depends on the perfor- The pro-rata expense calculation based on the fair value of mance of KION GROUP AG shares during the relevant period. the virtual shares on each valuation date is carried out using The performance period for the 2016 tranche ends on 31 Decem- Monte Carlo simulation. The measurement parameters shown in ber 2018 (2015 tranche: 31 December 2017). The 2014 tranche > TABLE 127 were used to value the virtual shares on the report- expired on 31 December 2016 and will be paid out in the second ing date. Significant measurement parameters of the PSP for Executive Employees TABLE 127 Measurement parameters Expected volatility of the KION share Expected volatility of the STOXX Europe TMI Industrial Engineering Index Risk-free interest rate Expected dividend yield Price of the KION share Price of the STOXX Europe TMI Industrial Engineering Index at valuation date Initial value of the KION share (60 days average) Initial value of the STOXX Europe TMI Industrial Engineering Index (60 days average) Valuation date 31/12/2016 Tranche 2016 Tranche 2015 30.0% 20.0% – 0.80% €0.88 €53.00 €243.00 €43.45 €209.26 25.0% 20.0% – 0.83% €0.88 €53.00 €243.00 €29.06 €200.94 KION GROUP AG | Annual Report 2016 A N E W E R A 216 Taking account of the remaining term of two years (2016 tranche) 1 January 2014), the Executive Board members were allocated a and one year (2015 tranche), the historic volatility of KION shares total of 0.1  million virtual shares for this tranche (2015 tranche: was used to determine the volatility on which the valuation is 0.2 million virtual shares; 2014 tranche: 0.2 million virtual shares) based. As at 31 December 2016, the fair value of one virtual share with a specific fair value. The shares were allocated on the basis was €54.00 for the 2015 tranche (31  December  2015: €39.80) of an allocation value in euros specified in each Executive Board and €42.86 for the 2016 tranche. On that date, the total fair value member’s service contract. based on 0.2  million virtual shares was €10.9  million (2015 At the end of the performance period, the number of the vir- tranche; 31 December 2015: €8.2 million) and €7.7 million (2016 tual shares is amended depending on the degree to which the tranche). The amount of €10.9 million that is expected to be paid relevant targets are achieved. The resulting final number of virtual out for the 2014 tranche is calculated on the basis of a preliminary shares multiplied by the smoothed price of KION GROUP AG total target achievement rate. shares at the end of the performance period determines the The total carrying amount for liabilities in connection with amount of cash actually paid. The Supervisory Board can also share-based remuneration was €20.6 million as at 31 Decem- use a discretionary personal performance multiplier to adjust the ber  2016 (31  December  2015: €8.5  million). Of this amount, final payment at the end of the performance period by €10.9  million related to the 2014 tranche (31  December  2015: + / – 20  per  cent. The maximum amount payable is limited to €5.7 million), €7.1 million to the 2015 tranche (31 December 2015: 200 per cent of the value of the shares allotted to an individual at €2.7 million) and €2.6 million to the 2016 tranche. In 2016, a pro- the grant date. rata expense of €5.2 million in respect of the 2014 tranche (2015: The pro-rata expense calculation based on the fair value of €4.1  million), a pro-rata expense of €4.3  million for the 2015 the virtual shares on each valuation date is carried out using tranche (2015: €2.7 million) and a pro-rata expense of €2.6 million Monte Carlo simulation. The measurement parameters shown for the 2016 tranche were recognised for twelve months under in >  TABLE 128 were used to value the virtual shares on the functional costs. reporting date. KION performance share plan (PSP) for the Executive Board Taking account of the remaining term of two years (2016 tranche) and one year (2015 tranche), the historic volatility of KION shares was used to determine the volatility on which the valuation is based. As at 31 December 2016, the fair value of one virtual share The members of the Executive Board have been promised a mul- was €52.89 for the 2015 tranche (31  December  2015: €39.25) tiple-year variable remuneration component in the form of a per- and €42.19 for the 2016 tranche. On that date, the total fair value formance share plan with a three-year term in each case. The based on 0.2  million and 0.1  million virtual shares respectively remuneration component measured over the long term is based was €8.1 million (2015 tranche; 31 December 2015: €6.0 million) in equal parts on the total shareholder return (TSR) of KION and €4.4 million (2016 tranche). The amount of €9.3 million that is GROUP AG shares compared with the STOXX Europe TMI Indus- expected to be paid for the 2014 tranche is calculated on the trial Engineering index as a measure of market performance, and basis of a preliminary total target achievement rate and is subject with return on capital employed (ROCE) as an internal measure. It to the performance-based adjustment made by the Supervisory also depends on the performance of KION GROUP AG shares Board for individual Executive Board members, which could during the relevant period. mean that a marginally lower amount is paid out. The performance period for the 2016 tranche ends on The total carrying amount for liabilities in connection with share- 31 December 2018 (2015 tranche: 31 December 2017). The 2014 based remuneration was €16.9 million as at 31 December 2016 tranche expired on 31  December  2016 and will be paid out in (31  December  2015: €17.8  million). Of this amount, €9.3  million the spring of 2017. At the beginning of the performance period related to the 2014 tranche (31  December  2015: €5.3  million), on 1 January 2016 (2015 tranche: 1 January 2015; 2014 tranche: €6.0 million to the 2015 tranche (31 December 2015: €2.2 million) A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 217 Other disclosures Significant measurement parameters for the KION GROUP AG performance share plan TABLE 128 Measurement parameters Expected volatility of the KION share Expected volatility of the STOXX Europe TMI Industrial Engineering Index Risk-free interest rate Expected dividend yield Price of the KION share Price of the STOXX Europe TMI Industrial Engineering Index at valuation date Initial value of the KION share (60 days average) Initial value of the STOXX Europe TMI Industrial Engineering Index (60 days average) Valuation date 31/12/2016 Tranche 2016 Tranche 2015 30.0% 20.0% – 0.80% €0.88 €53.00 €243.00 €43.54 €209.26 25.0% 20.0% – 0.83% €0.88 €53.00 €243.00 €29.06 €200.94 and €1.6 million to the 2016 tranche. In 2016, a pro-rata expense strategy, corporate communications, corporate office, internal of €4.0 million in respect of the 2014 tranche (2015: €3.4 million), audit, corporate compliance and KION Warehouse Systems. a pro-rata expense of €3.8  million for the 2015 tranche (2015: Dr Eike Böhm, in his role as Chief Technology Officer (CTO), €2.0 million) and a pro-rata expense of €1.6 million for the 2016 has groupwide responsibility for research and development (R&D) tranche were recognised for twelve months under functional and for product and technology strategy, including innovation, the costs. In April 2016, the first payment from the 2013 tranche was production system, quality assurance and procurement. made on the basis of the achievement of the long-term targets Ching Pong Quek, Chief Asia Pacific Officer, heads up the that were defined in 2013 at the start of the performance period. KION APAC operating unit and thus the entire Asia business [45] REMUNERATION OF THE EXECUTIVE BOARD AND SUPERVISORY BOARD Executive Board Responsibilities within the Industrial Trucks & Services segment. Dr Thomas Toepfer is Chief Financial Officer (CFO) and his responsibilities include corporate accounting & tax, financial services, corporate finance, corporate controlling, corporate HR / Labour Relations Director, legal affairs, KION Group IT, data protection, health, safety & environment and logistics / Urban. Remuneration The remuneration paid to the Executive Board comprises a fixed salary and non-cash benefits, pension entitlements and perfor- mance-related components. The variable performance-related Gordon Riske, Chief Executive Officer (CEO), is responsible for components comprise an annually recurring component linked to the LMH EMEA, STILL EMEA, and KION Americas operating business performance and a multi-year performance-related units in the Industrial Trucks & Services segment and the Dematic component in the form of the KION performance share plan for all operating unit in the Supply Chain Solutions segment. He also members of the Executive Board. The pension entitlements con- remains in charge of the following group functions: corporate sist of retirement, invalidity and surviving dependants’ benefits. KION GROUP AG | Annual Report 2016 A N E W E R A 218 An expense of €15.5 million was recognised for the total remuner- The total remuneration paid to former members of the Exec- ation for members of the Executive Board in 2016 (2015: €16.7 mil- utive Board in 2016 amounted to €0.2 million (2015: €0.2 million). lion). This consisted of short-term remuneration amounting to Defined benefit obligations to former members of the Executive €5.0 million (2015: €4.8 million), post-employment benefits total- Board or their surviving dependants amounting to €9.8 million ling €1.0  million (2015: €0.9  million), termination benefits of (31 December 2015: €8.8 million) were recognised in accordance €0.4  million (2015: €1.5  million) and share-based payments of with IAS 19. €9.0  million (2015: €9.6  million). The short-term remuneration Further details of Executive Board remuneration, including comprised non-performance-related components amounting the individual amounts for each member, can be found in the to €2.6 million (2015: €2.3 million) and performance-related com- remuneration report on pages 37 to 53 of this annual report. ponents amounting to €2.4 million (2015: €2.5 million). The cur- rent service cost resulting from pension provisions for the Execu- tive Board is reported under post-employment benefits. The Supervisory Board long-term incentive components take the form of a performance share plan (see also note [44]). The total remuneration paid to the members of the Supervisory Under section 314 HGB, disclosure of the expense for share- Board for the performance of their tasks at the parent company based payments is not required. Rather, the payments must and subsidiaries in 2016 amounted to €1.2 million (2015: €1.2 mil- be included in the Executive Board members’ remuneration for lion). There were no loans or advances to members of the Supervi- the year in which they are paid on the basis of the fair value at sory Board in 2016. Furthermore, the members of the Supervisory the individual grant dates. The fair value of the share-based Board did not receive any remuneration or benefits for services payments at their individual grant dates, including tax equalisa- provided as individuals, such as consulting or brokerage activities. tion, amounted to €4.8 million (2015: €4.6 million). Furthermore, Members of the Supervisory Board also received short- disclosure of post-employment benefits (expense of €1.0 million; term employee benefits of €0.8  million for employee services 2015: expense of €0.4  million) and of termination benefits (2015: €0.8 million). (expense of €0.4  million; 2015: expense of €1.5  million) is not required. On this basis, the total remuneration of the members of the Executive Board pursuant to section 314 HGB came to €9.8 million (2015: €9.4 million). As in the previous year, no loans or advances were made to members of the Executive Board in 2016. The present value of the defined benefit obligation in respect of Executive Board members as at 31 December 2016 was €7.5 million (31 Decem- ber 2015: €6.1 million). A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 219 Other disclosures [46] MEMBERS OF THE EXECUTIVE BOARD AND SUPERVISORY BOARD Member of the Board of Directors of Linde Material Handling Asia Pacific Pte., Ltd., Singapore, Singapore Chairman of the Board of Directors of Linde Material Handling Hong Kong Ltd., Hong Kong, People’s Republic of China Executive Board Gordon Riske Chief Executive Officer / CEO Dr Thomas Toepfer Member of the Executive Board / CFO Chairman of the Supervisory Board of STILL GmbH, Hamburg Chairman of the Supervisory Board of Linde Material Handling GmbH, Aschaffenburg Chief Executive Officer of KION Material Handling GmbH, Chairman of the Board of Directors of KION North Wiesbaden (until 15 August 2016) America Corp., Summerville, USA Member of the Executive Board of KION Holding 2 GmbH, Member of the Board of Directors of Superlift UK Ltd., Wiesbaden Basingstoke, United Kingdom Chief Executive Officer of STILL GmbH, Hamburg (until 31 March 2016) Chairman of the Board of Directors of Linde (China) Supervisory Board Forklift Truck Co., Ltd., Xiamen, People’s Republic of China Chairman of the Board of Directors of Egemin NV, Dr John Feldmann Zwijndrecht, Belgium Chairman of the Supervisory Board Non-Executive Director of Weichai Power Co., Ltd., Weifang, People’s Republic of China Former member of the Board of Executive Directors of BASF SE, Member of the Executive Board of the non-profit Hertie Foundation, Ludwigshafen Frankfurt am Main Dr Eike Böhm Member of the Supervisory Board of Bilfinger SE, Mannheim (until 11 May 2016) Member of the Supervisory Board of HORNBACH Baumarkt AG, Member of the Executive Board / CTO Bornheim Member of the Supervisory Board of e.GO Mobile AG, Aachen Co. KGaA, Neustadt an der Weinstraße Member of the Supervisory Board of HORNBACH Holding AG & Ching Pong Quek Member of the Executive Board / Chief Asia Pacific Officer Member of the Supervisory Board of HORNBACH Management AG, Annweiler am Trifels Özcan Pancarci 1 Member of the Board of KION South Asia Pte Ltd., Singapore, Deputy Chairman of the Supervisory Board Singapore President and CEO of KION Asia Ltd., Hong Kong, Chairman of the Plants I and II Works Council, Linde Material People’s Republic of China Handling GmbH, Aschaffenburg Chairman of KION Baoli Forklift Co., Ltd., Jiangsu, Chairman of the Group Works Council of the KION Group People’s Republic of China Deputy Chairman of the Supervisory Board of Linde Member of the Board of Directors of KION India Pvte. Ltd., Material Handling GmbH, Aschaffenburg Pune, India KION GROUP AG | Annual Report 2016 A N E W E R A 220 Birgit A. Behrendt Denis Heljic 1 Vice President and Corporate Officer, Global Programs and Spokesperson for the STILL branches, Chairman of the European Purchasing Operations at the Ford Motor Company, Works Council and Deputy Chairman of the Works Council of Dearborn, Michigan, USA STILL GmbH, Dortmund plant Holger Brandt 2 Jiang Kui Head of Sales Germany at STILL GmbH, Hamburg President and Director of Shandong Heavy Industry Member of the Supervisory Board of STILL GmbH, Hamburg Group Co., Ltd., Jinan, People’s Republic of China Member of the Board of Directors of Ferretti International Dr Alexander Dibelius Holding S.p.A., Milan, Italy Managing Partner at CVC Capital Partners (Deutschland) GmbH, Member of the Board of Directors of Ferretti S.p.A., Milan, Italy Frankfurt am Main Member of the Executive Board of Hydraulics Drive Member of the Board of Directors of CVC Capital Partners Technology Beteiligungs GmbH, Aschaffenburg (Luxemburg) SARL, Luxembourg Member of the Supervisory Board of Linde Hydraulics Chairman of the Supervisory Board of Diebold Nixdorf AG, Verwaltungs GmbH, Aschaffenburg Paderborn Member of the Board of Directors of Shandong Heavy Industry Chairman of the Supervisory Board of Diebold Nixdorf India Private Ltd., Pune, India International GmbH, Paderborn Member of the Board of Directors of Weichai Power Co. Ltd., Member of the Board of Directors of Diebold Nixdorf Inc., Ohio, Weifang, People’s Republic of China USA Member of the Supervisory Board of Douglas GmbH, Düsseldorf Olaf Kunz 1 Member of the Supervisory Board of Douglas Holding AG, Secretary (Collective Bargaining) / Lawyer at IG Metall, District Düsseldorf Office for the Coast, Hamburg Member of the Supervisory Board of Kirk Beauty Investments SA, Member of the Supervisory Board of STILL GmbH, Hamburg Luxembourg Member of the Shareholders’ Committee of Tipico Group Ltd., Jörg Milla 1 Malta Wolfgang Faden (until 12 May 2016) Chairman of the Works Council of STILL GmbH, Hamburg Deputy Chairman of the Supervisory Board of STILL GmbH, Hamburg (since 1 November 2016) Former Managing Director for Germany and Central Europe at Kay Pietsch 1 Allianz Global Corporate & Specialty AG, Munich (until 31 October 2016) Member of the Supervisory Board of Albatros Industrial Engineering Senior Manager in Production Systems at Versicherungsdienste GmbH, Cologne KION GROUP AG, Wiesbaden Deputy Chairman of the Supervisory Board of STILL GmbH, Joachim Hartig 1 Hamburg (until 31 October 2016) Organisational Development Advisor, Linde Material Handling GmbH, Aschaffenburg Dr Christina Reuter (since 12 May 2016) Head of Performance & Improvement and Manufacturing Engi- neering, Space Equipment Operations at Airbus Defence and Space GmbH, Ottobrunn A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 221 Other disclosures Hans Peter Ring Management Consultant, Munich Claudia Wenzel 1 (since 1 November 2016) Member of the Supervisory Board of Airbus Defence and Deputy Chairwoman of the Plants I and II Works Council of Space GmbH, Ottobrunn Linde Material Handling GmbH, Aschaffenburg Member of the Supervisory Board of Bilfinger SE, Mannheim Member of the Supervisory Board of Linde Material Handling (until 11 May 2016) GmbH, Aschaffenburg Member of the Supervisory Board of Elbe Flugzeugwerke GmbH, Dresden Xu Ping Member of the Supervisory Board of Fokker Technologies Partner and member of the Management Committee of Holding B.V., Papendrecht, Netherlands King & Wood Mallesons, Beijing, People’s Republic of China Alexandra Schädler 1 Trade Union Secretary on the National Executive of IG Metall, Frankfurt am Main Member of the Supervisory Board of Fujitsu Technology Solutions GmbH, Munich (until 4 October 2016) Tan Xuguang Chairman of the Board of Directors and President of Shandong Heavy Industry Group Co., Ltd., Jinan, People’s Republic of China Chairman of the Board of Directors of Ferretti International Holding S.p.A., Milan, Italy Chairman of the Board of Directors of Ferretti S.p.A., Milan, Italy Chairman of the Board of Directors of Weichai Holding Group Co., Ltd., Weifang, People’s Republic of China Chairman of the Board of Directors and Chief Executive Officer of Weichai Power Co. Ltd., Weifang, People’s Republic of China 1 Employee representatives 2 Executive representatives KION GROUP AG | Annual Report 2016 A N E W E R A 222 [47] LIST OF THE SHAREHOLDINGS OF KION GROUP AG, WIESBADEN The shareholdings of the KION Group as at 31 December 2016 are listed below. > TABLE 129 List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name Registered office Country Parent company Share- holding 2016 Share- holding 2015 Note 1 KION GROUP AG Wiesbaden Germany Consolidated subsidiaries Domestic 2 BlackForxx GmbH 3 Dematic GmbH 4 Dematic Logistics GmbH 5 Dematic Services GmbH 6 Egemin GmbH 7 Eisenwerk Weilbach GmbH 8 Fahrzeugbau GmbH Geisa 9 KION Financial Services GmbH 10 KION Holding 2 GmbH Stuhr Germany 22 100.00% 100.00% Heusenstamm Germany Bielefeld Germany Heusenstamm Germany 86 100.00% 69 100.00% 3 100.00% – – – [1] [1] [1] Bremen Wiesbaden Geisa Wiesbaden Wiesbaden Germany Germany Germany Germany Germany Germany Germany Germany 30 100.00% 100.00% 14 100.00% 100.00% 22 100.00% 100.00% 14 100.00% 100.00% 1 100.00% 100.00% 10 100.00% 100.00% 22 100.00% 100.00% 14 100.00% 100.00% 10 100.00% 100.00% 11 KION Information Management Services GmbH Wiesbaden 12 KION Warehouse Systems GmbH Reutlingen 13 Klaus Pahlke GmbH & Co. Fördertechnik KG Haan 14 Linde Material Handling GmbH Aschaffenburg Germany 15 LMH Immobilien GmbH & Co. KG Aschaffenburg Germany 14 & 16 99.64% 99.64% 16 LMH Immobilien Holding GmbH & Co. KG Aschaffenburg Germany 17 LMH Immobilien Holding Verwaltungs-GmbH Aschaffenburg Germany 18 LMH Immobilien Verwaltungs-GmbH Aschaffenburg Germany 14 94.00% 94.00% 14 100.00% 100.00% 14 100.00% 100.00% 19 LR Intralogistik GmbH Wörth a. d. Isar Germany 22 100.00% 100.00% 20 Schrader Industriefahrzeuge GmbH & Co. KG Essen 21 STILL Financial Services GmbH Hamburg 22 STILL Gesellschaft mit beschränkter Haftung Hamburg Germany Germany Germany 14 100.00% 100.00% 9 100.00% 100.00% 14 100.00% 100.00% A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 223 Other disclosures List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name Registered office Country Parent company Share- holding 2016 Share- holding 2015 Note 23 Urban-Transporte Gesellschaft mit Unterschleißheim Germany 14 100.00% 100.00% beschränkter Haftung 24 Willenbrock Fördertechnik GmbH & Co. KG Bremen 25 Willenbrock Fördertechnik GmbH & Co. KG Hannover 26 Willenbrock Fördertechnik Holding GmbH Bremen Foreign 27 Dematic Holdings Pty. Ltd. 28 Dematic Pty. Ltd. Belrose Belrose Germany Germany Germany Australia Australia 26 26 14 74.00% 74.00% 74.00% 74.00% 74.00% 74.00% 86 100.00% 27 100.00% – – [1] [1] 29 Linde Material Handling Pty. Ltd. Huntingwood Australia 14 100.00% 100.00% 30 Egemin Group NV (formerly: Egemin NV) Zwijndrecht 31 STILL NV 32 Dematic Sistemas e Equipamentos de Movimentação de Materiais Ltda. Wijnegem São Paulo 33 KION South America Fabricação de Equipamentos para Armazenagem Ltda. Indaiatuba / São Paulo Belgium Belgium Brazil Brazil 10 & 1 100.00% 100.00% 22 & 95 100.00% 100.00% 86 & 3 100.00% – [1] 22 100.00% 100.00% 34 Dematic Logistics de Chile Ltda. Santiago de Chile Chile 52 & 117 100.00% – [1] 35 STILL DANMARK A/S 36 BARTHELEMY MANUTENTION SAS 37 Bastide Manutention SAS 38 Bretagne Manutention S.A. 39 Dematic SAS 40 Egemin SAS 41 FENWICK FINANCIAL SERVICES SAS 42 FENWICK-LINDE S.A.R.L. 43 KION France SERVICES SAS Kolding Vitrolles Bruguières Pacé Bussy-Saint- Georges Heillecourt Elancourt Elancourt Elancourt Denmark France France France France France France France France 44 LOIRE OCEAN MANUTENTION SAS Saint-Herblain France 45 Manuchar S.A. 46 MANUSOM SAS Gond Pontouvre France Rivery France France France 47 Société Angoumoisine de Manutention Champniers (SAMA) SAS 48 SM Rental SAS Roissy Charles de Gaulle 49 STILL Location Services SAS 50 STILL SAS Marne la Vallée France Marne la Vallée France 22 100.00% 100.00% 42 83.50% 83.50% 42 100.00% 100.00% 42 100.00% 100.00% 86 100.00% – [1] 30 100.00% 100.00% 43 100.00% 100.00% 43 & 14 100.00% 100.00% 14 100.00% 100.00% 42 77.01% 79.99% 42 100.00% 100.00% 50 100.00% 100.00% 50 100.00% 100.00% 42 100.00% 100.00% 43 100.00% 100.00% 43 100.00% 100.00% KION GROUP AG | Annual Report 2016 A N E W E R A 224 List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name 51 URBAN LOGISTIQUE SAS 52 Dematic Ltd. 53 Dematic Group Ltd. 54 Dematic Services Ltd. 55 Egemin UK Ltd. 56 FSU Investments Ltd. 57 KION FINANCIAL SERVICES Ltd. 58 Linde Castle Ltd. 59 Linde Creighton Ltd. 60 Linde Holdings Ltd. 61 Linde Jewsbury’s Ltd. 62 Linde Material Handling (UK) Ltd. 63 Linde Material Handling East Ltd. 64 Linde Material Handling Scotland Ltd. 65 Linde Material Handling South East Ltd. 66 Linde Severnside Ltd. 67 Linde Sterling Ltd. 68 Mirror Bidco Ltd. 69 SDI Group Ltd. 70 SDI Group UK Ltd. 71 STILL Materials Handling Ltd. 72 Superlift UK Ltd. Registered office Elancourt Banbury Banbury Banbury Huntingdon Banbury Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Banbury Banbury Banbury Exeter Basingstoke Country France U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. Parent company Share- holding 2016 Share- holding 2015 Note [1] [1] [1] [1] 23 100.00% 100.00% 86 100.00% 89 100.00% 88 100.00% – – – 30 100.00% 100.00% 86 100.00% – 72 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 72 100.00% 100.00% 62 100.00% 100.00% 60 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 89 100.00% 56 & 86 100.00% 69 100.00% – – – [1] [1] [1] 72 100.00% 100.00% 14 100.00% 100.00% 73 Egemin Asia Pacific Automation Ltd. Causeway Bay Hong Kong 30 100.00% 100.00% 74 KION ASIA (HONG KONG) Ltd. Kwai Chung Hong Kong 14 100.00% 100.00% 75 Linde Material Handling Hong Kong Ltd. Kwai Chung Hong Kong 14 100.00% 100.00% 76 KION India Pvt. Ltd. Pune India 113 100.00% 100.00% 77 Linde Material Handling (Ireland) Ltd. Walkinstown Ireland 60 100.00% 100.00% 78 Dematic S.r.l. 79 Emhilia Material Handling S.p.A. (formerly: Moden Diesel S.p.A) Cernusco sul Naviglio Modena 80 KION Rental Services S.p.A. Milan 81 Linde Material Handling Italia S.p.A. Buguggiate 82 OM Carrelli Elevatori S.p.A. 83 STILL ITALIA S.p.A. Lainate Lainate Italy Italy Italy Italy Italy Italy 86 100.00% – [1] 81 100.00% 100.00% 81 & 82 & 83 100.00% 100.00% 14 100.00% 100.00% 14 & 83 100.00% 100.00% 22 100.00% 100.00% A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 225 Other disclosures List of shareholdings as of December 31, 2016 (continued) TABLE 129 Parent company Share- holding 2016 Share- holding 2015 Note No. Name 84 Dematic Ltd. 85 HISCO Systems of Canada Ltd. 86 Dematic Group S.à r.l. 87 Dematic Holding S.à r.l. Registered office Mississauga Halifax Country Canada Canada Senningerberg Luxembourg Senningerberg Luxembourg 88 DH Services Luxembourg Holding S.à r.l. Senningerberg Luxembourg 89 DH Services Luxembourg S.à r.l. Senningerberg Luxembourg 86 100.00% 130 100.00% 87 100.00% 53 100.00% 1 100.00% 54 100.00% 90 Dematic (Malaysia) Sdn. Bhd. Shah Alam Malaysia 111 100.00% 91 Dematic Logistics de Mexico S. de R.L. de C.V. Monterrey 92 DMTC Technology Services, S. de. R.L. de C.V. Monterrey 93 Dematic Trading de Mexico S. de. R.L. de C.V. Mexico City Mexico Mexico Mexico 52 & 117 100.00% 52 & 117 100.00% 52 & 117 100.00% – – – – – – – – – – [1] [1] [1] [1] [1] [1] [1] [1] [1] [1] 94 Egemin Handling Automation B.V. Gorinchem Netherlands 30 100.00% 100.00% 95 STILL Intern Transport B.V. 96 STILL Norge AS 97 AUSTRO OM PIMESPO Fördertechnik GmbH 98 Linde Fördertechnik GmbH Hendrik Ido Ambacht Heimdal Linz Linz Netherlands 22 100.00% 100.00% Norway Austria Austria 22 100.00% – [1] 82 100.00% 100.00% 14 & 97 100.00% 100.00% 99 STILL Gesellschaft m.b.H. Wiener Neudorf Austria 22 100.00% 100.00% 100 Dematic Poland Sp.z.o.o. 101 Linde Material Handling Polska Sp. z o.o. 102 STILL POLSKA Sp. z o.o. Poznań Warsaw Gadki Poland Poland Poland 3 100.00% – [1] 14 100.00% 100.00% 22 100.00% 100.00% 103 STILL MATERIAL HANDLING ROMANIA SRL (for- Giurgiu Romania 14 & 22 100.00% 100.00% merly: STILL MOTOSTIVUITOARE S.R.L.) 104 OOO “Linde Material Handling Rus” 105 OOO “STILL Forklifttrucks” 106 Linde Material Handling AB 107 STILL Sverige AB 108 Dematic Suisse Sagl 109 Linde Material Handling Schweiz AG 110 STILL AG 111 Dematic S.E.A. Pte. Ltd. 112 KION South Asia Pte. Ltd. Moscow Moscow Örebro Malmö Lugano Dietlikon Otelfingen Singapore Singapore 113 Linde Material Handling Asia Pacific Pte. Ltd. Singapore Russia Russia Sweden Sweden Switzerland Switzerland Switzerland Singapore Singapore Singapore 14 & 7 100.00% 100.00% 14 & 22 100.00% 100.00% 14 100.00% 100.00% 22 100.00% 100.00% 56 100.00% – [1] 14 100.00% 100.00% 22 100.00% 100.00% 86 100.00% – [1] 14 100.00% 100.00% 14 100.00% 100.00% KION GROUP AG | Annual Report 2016 A N E W E R A 226 List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name Registered office 114 Linde Material Handling Slovenská republika s.r.o. Trenčin 115 STILL SR, spol. s r.o. 116 Linde Viličar d.o.o. 117 Dematic Logistic Systems S.A.U. 118 Islavista Spain S.A.U. 119 KION Rental Services S.A.U. 120 Linde Material Handling Ibérica, S.A.U. 121 STILL, S.A.U. Nitra Celje Coslada L’Hospitalet de Llobregat Barcelona Pallejá L’Hospitalet de Llobregat Country Slovakia Slovakia Slovenia Spain Spain Spain Spain Spain Parent company Share- holding 2016 Share- holding 2015 Note 14 & 123 100.00% 100.00% 22 & 126 100.00% 100.00% 14 100.00% 100.00% 86 100.00% – [1] 14 100.00% 100.00% 118 100.00% 100.00% 118 100.00% 100.00% 118 100.00% 100.00% 122 Linde Material Handling (Pty) Ltd. Linbro Park South Africa 14 100.00% 100.00% 123 Linde Material Handling Česká republika s r.o. Prague Czech Republic 14 & 22 100.00% 100.00% 124 Linde Material Handling Parts Český Krumlov Czech Republic 14 100.00% 100.00% Distribution CZ s.r.o. 125 Linde Pohony s r.o. 126 STILL ČR spol. s r.o. Český Krumlov Czech Republic 14 100.00% 100.00% Prague Czech Republic 14 & 22 100.00% 100.00% 127 STILL ARSER Iş Makineleri Servis ve Ticaret A.Ş. Izmir Turkey 22 51.00% 51.00% 128 Linde Magyarország Anyagmozgatási Kft. Dunaharaszti Hungary 14 100.00% 100.00% 129 STILL Kft. 130 Dematic Corp. Környe Hungary 22 100.00% 100.00% Grand Rapids United States 134 100.00% – [1] 131 Egemin Automation Inc. Holland United States 132 100.00% 100.00% 132 Egemin Group, Inc. Bingham Farms United States 30 100.00% 100.00% 133 KION North America Corp. Summerville United States 14 100.00% 100.00% 134 Mirror Bidco Corp. 135 Retrotech Inc. Atlanta United States 68 100.00% Rochester United States 132 100.00% 136 Dematic International Trading Ltd. Shanghai 137 Dematic Logistics Systems Ltd. Suzhou 138 Egemin (Shanghai) Trading Company Ltd. Shanghai People’s Republic of China People’s Republic of China People’s Republic of China – – – – [1] [1] [1] [1] 86 100.00% 86 100.00% 73 100.00% 100.00% A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 227 Other disclosures List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name 139 KION Baoli (Jiangsu) Forklift Co., Ltd. Registered office Jiangjiang 140 Linde (China) Forklift Truck Corporation Ltd. Xiamen Parent company Share- holding 2016 Share- holding 2015 Note 74 100.00% 100.00% 14 100.00% 100.00% Country People’s Republic of China People’s Republic of China Non-consolidated subsidiaries Domestic 141 Klaus Pahlke Betriebsführungs-GmbH Haan 142 OM Deutschland GmbH Neuhausen a. d. Fildern Germany Germany 14 100.00% 100.00% 82 100.00% 100.00% [R] 143 proplan Transport- und Lagersysteme GmbH Aschaffenburg Germany 1 100.00% 100.00% 144 Schrader Industriefahrzeuge Verwaltung GmbH Essen 145 Trainingscenter für Sicherheit und Transport Bremen GmbH 146 Willenbrock Fördertechnik Beteiligungs-GmbH Bremen 147 Willenbrock Fördertechnik Beteiligungs-GmbH Hannover Germany Germany Germany Germany 14 100.00% 100.00% 26 74.00% 74.00% 26 26 74.00% 74.00% 74.00% 74.00% Foreign 148 Lansing Bagnall (Aust.) Pty. Ltd. Huntingwood Australia 62 & 14 100.00% 100.00% [R] 149 NDC Automation Pty. Ltd. 150 NDC Manage Pty. Ltd. 151 Baoli France SAS 152 SCI Champ Lagarde 153 Castle Lift Trucks Ltd. 154 Creighton Materials Handling Ltd. 155 D.B.S. Brand Factors Ltd. 156 Fork Truck Rentals Ltd. 157 Fork Truck Training Ltd. 158 Lancashire (Fork Truck) Services Ltd. 159 Linde Heavy Truck Division Ltd. 160 McLEMAN FORK LIFT SERVICES LTD. 161 Reddwerks Ltd. Belrose Belrose Elancourt Elancourt Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Banbury Australia Australia France France U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. U.K. 28 100.00% 28 100.00% – – [1], [R] [1], [R] 43 100.00% 100.00% 42 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 67 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 67 100.00% 100.00% 62 100.00% 100.00% 59 100.00% 100.00% [R] [R] [R] [R] [R] [R] 130 100.00% – [1], [R] KION GROUP AG | Annual Report 2016 A N E W E R A 228 List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name 162 SDI Group Support Ltd. 163 Stephensons Enterprise Fork Trucks Ltd. 164 Sterling Mechanical Handling Ltd. 165 Trifik Services Ltd. 166 Urban Logistics (UK) Ltd. Registered office Banbury Basingstoke Basingstoke Basingstoke Basingstoke Country U.K. U.K. U.K. U.K. U.K. 167 Handling & Storage Equipment (Ireland) Ltd. Walkinstown Ireland 168 Carest SRL 169 COMMERCIALE CARRELLI S.r.l. 170 QUALIFT S.p.A. 171 URBAN LOGISTICA S.R.L. 172 Reddwerks Inc. 173 Retrotech Systems Canada, Inc. 174 WHO Real Estate UAB Lainate Lainate Verona Lainate Toronto Calgary Vilnius Italy Italy Italy Italy Canada Canada Lithuania Parent company Share- holding 2016 Share- holding 2015 Note 69 100.00% – [1], [R] 67 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 23 100.00% 100.00% 77 100.00% 100.00% 82 100.00% 100.00% 83 & 80 100.00% 100.00% 81 100.00% 100.00% 23 100.00% 100.00% [R] [R] [R] [R] [R] [R] 130 100.00% 135 100.00% – – [1], [R] [1], [R] 26 74.00% 74.00% 175 Linde Material Handling (Malaysia) Sdn. Bhd. Petaling Jaya Malaysia 113 100.00% 100.00% 176 Linde Viljuškari d.o.o. 177 IBER-MICAR S.L. Vrčin Gavà Serbia Spain 98 100.00% 100.00% 14 100.00% 100.00% 178 Dematic Thailand Co. Ltd. Bangkok Thailand 111 & 205 73.89% – [1] 179 Linde Material Handling (Thailand) Co., Ltd. Pathum Thani Thailand 113 100.00% 100.00% 180 Baoli Material Handling Europe s.r.o. Prague Czech Republic 139 100.00% 100.00% 181 KION Supply Chain Solutions Czech, s.r.o. Český Krumlov Czech Republic 125 100.00% – [1] 182 Použitý Vozík CZ, s.r.o. Prague Czech Republic 123 100.00% 100.00% 183 Urban Transporte spol. s.r.o. Moravany u Brna Czech Republic 23 100.00% 100.00% 184 TOV “Linde Material Handling Ukraine” Kiev Ukraine 14 & 7 100.00% 100.00% Associates (equity-accounted investments) Domestic 185 Carl Beutlhauser Kommunal- und Fördertechnik Hagelstadt Germany 14 25.00% 25.00% GmbH & Co. KG 186 Hans Joachim Jetschke Industriefahrzeuge Hamburg Germany 14 21.00% 21.00% (GmbH & Co.) KG 187 Linde Hydraulics GmbH & Co. KG Aschaffenburg Germany 188 Pelzer Fördertechnik GmbH Kerpen Germany 14 14 10.00% 10.00% 24.96% 24.96% A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 229 Other disclosures List of shareholdings as of December 31, 2016 (continued) TABLE 129 Registered office Country Parent company Share- holding 2016 Share- holding 2015 Note Santiago de Chile Chile Saint-Péray Saint-Etienne du Rouvray France France 14 42 42 45.00% 45.00% 34.00% 34.00% 34.00% 34.00% No. Name Foreign 189 Linde High Lift Chile S.A. 190 Labrosse Equipement S.A. 191 Normandie Manutention S.A. Joint Ventures (equity-accounted investments) Domestic 192 Linde Leasing GmbH Wiesbaden Germany 14 45.00% 45.00% Foreign 193 JULI Motorenwerk s.r.o. Moravany u Brna Czech Republic 14 & 22 50.00% 50.00% Joint Ventures (at cost) Domestic 194 Eisengießerei Dinklage GmbH Dinklage Germany 22 50.00% 50.00% Associates (at cost) Domestic 195 JETSCHKE GmbH Hamburg Germany 196 Linde Hydraulics Verwaltungs GmbH Aschaffenburg Germany 197 MV Fördertechnik GmbH Blankenhain Germany 198 Supralift Beteiligungs- und Kommunikations- gesellschaft mbH 199 Supralift GmbH & Co. KG Hofheim am Taunus Hofheim am Taunus Germany 14 14 14 14 21.00% 21.00% 10.00% 10.00% 25.00% 25.00% 50.00% 50.00% Germany 14 50.00% 50.00% Foreign 200 Chadwick Materials Handling Ltd. 201 Warehouse Control Solutions Ltd. 202 Bari Servizi Industriali S.C.A R.L. 203 Nordtruck AB 204 Carretillas Elevadoras Sudeste S.A. 205 Dematic Holding (Thailand) Co., Ltd. Corsham Loughborough Modugno U.K. U.K. Italy Örnsköldsvik Sweden Murcia Bangkok Spain Thailand 62 70 82 106 120 111 48.00% 48.00% 49.00% – [1] 25.00% 25.00% 25.00% 25.00% 38.54% 38.54% 48.90% – [1] KION GROUP AG | Annual Report 2016 A N E W E R A 230 List of shareholdings as of December 31, 2016 (continued) TABLE 129 No. Name Registered office Country Parent company 206 Motorové závody JULI CZ s r.o. Moravany u Brna Czech Republic 207 DEMATIC ELECTROMECHANICAL SYSTEMS Dubai MIDDLE EAST L.L.C United Arab Emirates 14 3 Share- holding 2016 Share- holding 2015 50.00% 50.00% Note 49.00% – [1] Financial investments (at cost) Foreign 208 TPZ Linde Viličari Hrvatska d.o.o. Zagreb Croatia 209 Balyo SA Moissy-Cramayel France 14 14 20.00% 20.00% 10.00% 10.00% [2] [2] [1] New during 2016 [2] No material influence [R] Dormant company A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 231 Other disclosures [48] AUDITORS’ FEES €1,200.0  million, an amount of €611.8  million was repaid. The bridge loan was refinanced by promissory notes (Schuldschein- darlehen) amounting to €958.0 million. The promissory notes are repayable as bullet payments on maturity in May 2022, April 2024 The fees recognised as an expense and paid to the auditors of or April 2027 and have a fixed or floating-rate coupon. They are the consolidated financial statements in 2016 amounted to not collateralised. €1.2 million (2015: €1.1 million) for the audit of the financial state- ments, €0.6 million (2015: €0.6 million) for other attestation ser- vices, €0.0 million (2015: €0.0 million) for tax consultancy services and €0.1 million (2015: €0.8 million) for other services. [51] INFORMATION ON PREPARATION AND APPROVAL [49] COMPLY-OR-EXPLAIN STATEMENT REGARDING THE GERMAN CORPORATE GOVERNANCE CODE (DCGK) The Executive Board of KION GROUP AG prepared the consoli- dated financial statements on 22 February 2017 and approved them for forwarding to the Supervisory Board. The Supervisory Board has the task of examining and deciding whether to approve the consolidated financial statements. In December 2016, the Executive Board and Supervisory Board Wiesbaden, 22 February 2017 of KION GROUP AG submitted their comply-or-explain state- ment for 2016 relating to the recommendations of the German The Executive Board Corporate Governance Code government commission pursuant to section 161 AktG. The comply-or-explain statement has been made permanently available to shareholders on the website of KION GROUP AG at kiongroup.com/comply_statement. [50] EVENTS AFTER THE REPORTING DATE Gordon Riske Dr Eike Böhm In January 2017, the term of the revolving credit facility of Ching Pong Quek Dr Thomas Toepfer €1,150.0 million agreed under the SFA was extended by a year, which means the KION Group can now utilise this credit facility until February 2022. Furthermore, in February 2017, KION GROUP AG partly refi- nanced the bridge loan that it had taken out for the acquisition of Dematic. The outstanding amount of tranche A2 of €343.2 mil- lion, which was agreed under the AFA, was repaid in full. Of the total amount of tranche B under the AFA, amounting to KION GROUP AG | Annual Report 2016 A N E W E R A 232 Auditors’ report We have audited the consolidated financial statements prepared Our audit has not led to any reservations. by KION GROUP AG, Wiesbaden / Germany, – comprising the consolidated income statement, consolidated statement of com- In our opinion, based on the findings of our audit, the consoli- prehensive income, consolidated statement of financial position, dated financial statements of KION GROUP AG, Wiesbaden / Ger- consolidated statement of cash flows, consolidated statement of many, comply with IFRS, as adopted by the EU, as well as the changes in equity and the notes to the consolidated financial regulations under German commercial law complementarily statements – and the Group management report combined with applicable under Sec. 315a (1) German Commercial Code (HGB) the Parent’s management report for the financial year from 1 Jan- and give a true and fair view of the net assets, financial position uary to 31 December 2016. The preparation of the consolidated and results of operations of the Group in accordance with these financial statements and the combined management report in requirements. The Group management report is consistent with accordance with IFRS, as adopted by the EU, as well as the reg- the consolidated financial statements, complies with the legal ulations under German commercial law complementarily applica- requirements and as a whole provides a suitable view of the ble under Sec. 315a (1) German Commercial Code (HGB) are the Company’s position and suitably presents the opportunities and responsibility of the entity’s Executive Board. Our responsibility is risks of future development. to express an opinion on the consolidated financial statements and the Group management report based on our audit. Frankfurt am Main, 22 February 2017 We conducted our audit of the consolidated financial statements Deloitte GmbH in accordance with Section 317 German Commercial Code (HGB) Wirtschaftsprüfungsgesellschaft and German generally accepted standards for the audit of finan- cial statements promulgated by the Institute of Public Auditors in Germany (IDW). Those standards require that we plan and per- form the audit such that misstatements materially affecting the (Crampton) (Gräbner-Vogel) presentation of the net assets, financial position and results of Wirtschaftsprüfer Wirtschaftsprüferin operations in the consolidated financial statements in accord- (German Public Auditor) (German Public Auditor) ance with German principles of proper accounting and in the Group management report are detected with reasonable assur- ance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclo- sures in the consolidated financial statements and the Group management report are examined primarily on a sample basis within the framework of the audit. The audit includes assessing the financial statements of the consolidated entities, the determi- nation of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by the Executive Board, as well as evaluating the overall presenta- tion of the consolidated financial statements and the Group man- agement report. We believe that our audit provides a reasonable basis for our opinion. A N E W E R A Annual Report 2016 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 233 Auditors’ report Responsibility statement Responsibility statement To the best of our knowledge, and in accordance with the applicable reporting principles for consolidated financial report- ing, the consolidated financial statements give a true and fair view of the financial performance and financial position of the Group, and the management report of the Group includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the expected develop- ment of the Group. Wiesbaden, 22 February 2017 The Executive Board Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer KION GROUP AG | Annual Report 2016 A N E W E R A ADDITIONAL INFORMATION Contents 235 ADDITIONAL INFORMATION 236 QUARTERLY INFORMATION 237 MULTI-YEAR OVERVIEW 238 DISCLAIMER 239 FINANCIAL CALENDAR 239 CONTACT A N E W E R A KION GROUP AG | Annual Report 2016 E_Weitere_Informationen_en.indd 234 01.03.17 18:03 E_Weitere_Informationen_en.indd 235 25.02.17 13:37 N O I T A M R O F N I L A N O I T I D D A E ADDITIONAL INFORMATION Contents 235 ADDITIONAL INFORMATION 236 QUARTERLY INFORMATION 237 MULTI-YEAR OVERVIEW 238 DISCLAIMER 239 FINANCIAL CALENDAR 239 CONTACT A N E W E R A KION GROUP AG | Annual Report 2016 E_Weitere_Informationen_en.indd 234 25.02.17 13:37 E_Weitere_Informationen_en.indd 235 25.02.17 13:37 N O I T A M R O F N I L A N O I T I D D A E 236 Quarterly information KION Group overview TABLE 130 in € million Order intake Revenue EBIT Adjusted EBIT Adjusted EBIT margin Adjusted EBITDA Adjusted EBITDA margin Q4 2016 Q3 2016 Q2 2016 Q1 2016 1,782.7 1,739.5 116.6 171.2 9.8% 277.6 16.0% 1,326.6 1,283.2 112.4 126.8 9.9% 224.1 17.5% 1,427.1 1,343.8 116.8 140.8 10.5% 238.2 17.7% 1,296.7 1,220.6 89.0 98.6 8.1% 191.7 15.7% A N E W E R A Annual Report 2016 | KION GROUP AG ADDITIONAL INFORMATION Quarterly information Multi-year overview Multi-year overview KION Group multi-year overview in € million Order intake Revenue Order book¹ Financial performance EBITDA Adjusted EBITDA² Adjusted EBITDA margin² EBIT Adjusted EBIT² Adjusted EBIT margin² 2016 5,833.1 5,587.2 2,244.7 889.5 931.6 16.7% 434.8 537.3 9.6% 2015 5,215.6 5,097.9 864.0 824.2 850.0 16.7% 422.8 482.9 9.5% 2014 4,771.2 4,677.9 764.1 714.2 780.4 16.7% 347.0 442.9 9.5% 2013 4,489.1 4,494.6 693.3 708.8 721.5 16.1% 374.2 416.5 9.3% 237 TABLE 131 2012 4,590.3 4,559.8 807.8 914.4 700.5 15.4% 549.1 408.3 9.0% Net income 246.1 221.1 178.2 138.4 161.4 Financial position¹ Total assets Equity Net financial debt ROCE³ Cash flow Free cash flow4 Capital expenditure5 11,359.2 2,535.1 2,903.4 6.8% 6,440.2 1,848.7 573.5 11.9% 6,128.5 1,647.1 810.7 11.4% 6,026.4 1,610.0 979.3 6,213.2 660.7 1,790.1 – 1,850.0 166.7 332.7 142.6 305.9 133.1 195.6 125.8 513.6 155.1 Employees6 30,544 23,506 22,669 22,273 21,215 1 Figures as at balance sheet date 31/12/ 2 Adjusted for PPA items and non-recurring items 3 ROCE is defined as the proportion of EBIT adjusted to capital employed 4 Free cash flow is defined as cash flow from operating activities plus cash flow from investing activities; Last year figures were adjusted due to a change in presentation, for details see ,Additional information of the condensed statement of cash flows‘ 5 Capital expenditure including capitalised development costs, excluding leased and rental assets 6 Number of employees (full-time equivalents) as at balance sheet date 31/12/ KION GROUP AG | Annual Report 2016 A N E W E R A 238 DISCLAIMER Forward-looking statements This annual report contains forward-looking statements that relate to the current plans, objectives, forecasts and estimates of the management of KION GROUP AG. These statements only take into account information that was available up and including the date that this annual report was prepared. The management of KION GROUP AG makes no guarantee that these forward-looking statements will prove to be right. The future development of the KION GROUP AG and its subsidiaries and the results that are actually achieved are subject to a variety of risks and uncertainties which could cause actual events or results to differ significantly from those reflected in the forward-looking statements. Many of these factors are beyond the control of KION GROUP AG and its subsidiaries and therefore cannot be precisely predicted. Such factors include, but are not limited to, changes in economic conditions and the competitive situation, changes in the law, interest rate or exchange rate fluctuations, legal disputes and investigations, and the availability of funds. These and other risks and uncertainties are set forth in the 2016 group management report. However, other factors could also have an adverse effect on our business performance and results. The KION GROUP AG neither intends to nor assumes any separate obligation to update forward-looking statements or to change these to reflect events or developments that occur after the publication of this annual report. Rounding Certain numbers in this annual report have been rounded up or down. There may therefore be discrepancies between the actual totals of the individual amounts in the tables and the totals shown as well as between the numbers in the tables and the numbers given in the corresponding analyses in the text of the annual report. All percentage changes and key figures were calculated using the underlying data in thousands of euros (€ thousand). A N E W E R A Annual Report 2016 | KION GROUP AG ADDITIONAL INFORMATION Disclaimer Financial calendar / Contact 239 FINANCIAL CALENDAR CONTACT 2 March 2017 Contacts for the media Contacts for investors Publication of 2016 annual report / Financial statements press conference Michael Hauger Dr Karoline Jung-Senssfelder and analyst call Head of Corporate Communications Head of Investor Relations and M&A 27 April 2017 michael.hauger@kiongroup.com karoline.jung-senssfelder@kiongroup.com Phone: +49 611 770 655 Phone: +49 611 770 450 Interim notification for the period ended 31 March 2017 and analyst call Frank Brandmaier 11 May 2017 Head of Corporate Media Relations Phone: +49 611 770 752 Annual General Meeting frank.brandmaier@kiongroup.com 26 July 2017 Interim report for the period ended 30 June 2017 and analyst call 26 October 2017 Interim notification for the period ended 30 September 2017 and analyst call Subject to change without notice Securities identification numbers KION GROUP AG This annual report is available in German ISIN: DE000KGX8881 Abraham-Lincoln-Strasse 21 and English at kiongroup.com under WKN: KGX888 65189 Wiesbaden | Germany Investor Relations / Financial Reports. Phone: +49 611 770 0 Fax: +49 611 770 269 info@kiongroup.com www.kiongroup.com Only the content of the German version is authoritative. kiongroup.com/ ir carbon neutral natureOffice.com | DE-141-960496 print production KION GROUP AG | Annual Report 2016 A N E W E R A KION GROUP AG Corporate Communications Abraham-Lincoln-Strasse 21 65189 Wiesbaden | Germany Phone: +49 611 770 0 Fax: +49 611 770 269 info@kiongroup.com www.kiongroup.com 

Continue reading text version or see original annual report in PDF format above