KION Group
Annual Report 2017

Plain-text annual report

ANNUAL REPORT 2017 Y T E F A S Y T CIE O S S E E Y O L P M E T N E M N O VIR N E S T C U D O R P y. a d sibility n o p s w to orro m/re m g to o p.c pin u gro a n h kio S KION Group Key figures for 2017 KION Group overview in € million Order intake Revenue Order book ¹,² Financial performance EBITDA Adjusted EBITDA ³ Adjusted EBITDA margin ³ EBIT Adjusted EBIT ³ Adjusted EBIT margin ³ Net income Financial position ¹ Total assets Equity Net financial debt ROCE 4 Cash flow Free cash flow 5 Capital expenditures 6 Employees 7 2017 7,979.1 7,653.6 2,614.6 1,185.7 1,223.9 16.0% 549.4 765.6 10.0% 2016 5,833.1 5,587.2 2,396.6 889.5 931.6 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% Change 2017/2016 36.8% 37.0% 9.1% 33.3% 31.4% – 26.3% 42.5% – 426.4 246.1 221.1 73.3% 11,228.4 11,297.0 3,148.8 2,095.5 9.9% 2,495.7 2,903.4 6.9% 378.3 218.3 – 1,850.0 166.7 6,440.2 1,848.7 573.5 11.9% 332.7 142.6 – 0.6% 26.2% – 27.8% – >100% 31.0% 31,608 30,544 23,506 3.5% 1 Figures as at balance sheet date 31/12/ (adjusted due to the final purchase price allocation Dematic) 2 Order backlog 2016 adjusted to reflect specific customer orders from long-term construction contracts in the segment SCS 3 Adjusted for PPA items and non-recurring items 4 ROCE is defined as the proportion of EBIT adjusted to capital employed 5 Free cash flow is defined as cash flow from operating activities plus cash flow from investing activities 6 Capital expenditure including capitalised development costs, excluding leased and rental assets 7 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 pre- sented may result in minor rounding differences. The percentages shown are calculated on the basis of the respective amounts, rounded to the nearest thousand euros. ENVIRONMENT SOCIETY PRODUCTS In what respects is sustainability a driving force in our success? EMPLOYEES SAFETY We think and act sustainably throughout the KION Group. This is reflected in our products, in our com- mitment to society and the environment, in our approach to safety and in our highly skilled employ- ees – in every part of the Company, and to the benefit or our customers. We keep the world moving. Contents A 7 14 16 26 30 B 34 43 47 C 64 65 78 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 111 Outlook, risk report and opportunity report D 126 127 128 130 132 134 240 248 E 252 253 254 255 255 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 Independent auditors’ report Responsibility statement ADDITIONAL INFORMATION Quarterly information Multi-year overview Disclaimer Financial calendar Contact 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. The Linde and STILL brands serve the premium industrial truck segment. Baoli focuses on industrial trucks in the economy seg- ment. Among the regional KION brand companies, Fenwick is the largest supplier of material handling products in France, while OM STILL is a market leader in Italy. OM Voltas is a leading provider of industrial trucks in India. More than 1.3 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 ■ Smart trucks with electronic control units ■ 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 ■ Fleet data services for central- ised control and tracking ■ Fleet optimisation ■ Financial benefits and improved safety A U T O M A T E D T R U C K S ■ Full range of automated trucks ■ Enables automation of material handling processes A U T O M A T I O N S Y S T E M S ■ Customised and integrated intralogistics solutions ■ 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 integrated forklift trucks, warehouse technology and related services, technology and software solutions that are used to optimise including complementary financial services. It pursues a supply chains. Manual and automated solutions are provided multi-brand strategy involving the three international brands for all functions along customers’ supply chains, from goods Linde, STILL and Baoli plus the three regional brands inward and multishuttle warehouse systems to picking and Fenwick, OM STILL and OM Voltas. value-added packing. The Supply Chain Solutions segment comprises the Dematic brand. Industrial Trucks & Services is made up of four operating units that cover the KION Group’s existing industrial truck business: 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 for North and South America, 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 ■ ■ ■ ■ Counterbalance trucks with electric drive Counterbalance trucks with IC engine Warehouse technology: ride-on industrial trucks Warehouse technology: hand-operated industrial trucks ■ Towing vehicles ■ Automated trucks and autonomous trucks G N I T A R E P O T I N U D N A R B S T C U D O R P D E M A T I C ■ Conveyors ■ Sorters ■ ■ Storage and retrieval systems Picking equipment ■ 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 How is it possible to collect plastic bottles and karma at the same time? SOCIETY X I A M E N C H I N A What is boosting green agriculture? PRODU CTS M O D E S T O , U S A C A Who is giving opportunities to young women from India’s rural areas? P U N E I N D I A EMPLO YEES V E L K É B Í L O V I C E C Z E C H R E P U B L I C What can you do when your truck needs more than just a new coat of paint? ENVIRONMEN T What’s that protecting man and machine? SAFETY P U N E I N D I A H O Y A G E R M A N Y When it comes to finding the right answers, the KION Group is ahead of the pack. Whether it’s with tailor- made intralogistics solutions – or in terms of sustainability. To find out how we are meet- ing our responsibilities, visit: kiongroup.com/responsibility Annual Report 2017 | KION GROUP AGTO OUR SHAREHOLDERS Contents 5 TO OUR SHAREHOLDERS 7 14 16 26 30 LETTER TO SHAREHOLDERS EXECUTIVE BOARD REPORT OF THE SUPERVISORY BOARD KION SHARES SERVICES FOR SHAREHOLDERS KION GROUP AG | Annual Report 2017The past year has been another momentous one. G o r d o n R i s k e CEO TO OUR SHAREHOLDERS Letter to Shareholders 7 Dear shareholders, customers, partners, employees and friends of the KION Group, Rarely has there been such an exciting time to be fulfilling our customers’ needs in connection with material handling and intralogistics solutions. As well as becoming an increasingly prevalent part of our day-to-day lives, digitalisation has been firmly estab- lished in our industry for some time, too. E-commerce continues to boom. Automation is crucial to getting ahead of the competition. Constantly changing requirements regarding the speed and efficiency of material handling are turbocharging the innova- tiveness, creativity and dedication of the KION Group’s employees worldwide, who work day in, day out to find solutions for our customers. The past year has been another exciting and momentous one for us, and we main- tained our path of profitable growth. Our revenue and the value of our order intake increased significantly, due to both organic growth and the acquisition of Dematic. The rise in orders received by the Industrial Trucks & Services segment – our tradi- tional business of forklift trucks, warehouse technology and related services – was particularly impressive. 2017 was the first time that more than 200,000 trucks were ordered within the space of one year – a figure that represented a 13 per cent increase on 2016. The year began on a positive note when, in January, rating agency Fitch gave the KION Group an investment-grade credit rating for the first time in recognition of our excellent financial profile. Just a few weeks later, we issued a promissory note for more than €1 billion with great success, utilising the favourable interest-rate environment to refinance a large part of the Dematic acquisition. In May, a capital increase generated gross proceeds of around €603 million that were also used to refinance the acquisition. We began to significantly expand our plant in Stříbro, Czech Republic, so that Dematic conveyor systems can be produced there. In North America, we launched a broad portfolio of new trucks. Moreover, we now offer our European customers trucks that have a lifting capacity of two to three tonnes and are fitted with lithium-ion batteries. ‘Response and responsibility’ as the title of the annual report We have given this year’s annual report the title ‘response and responsibility’. One of the main reasons for including ‘responsibility’ is that, a few months ago, we produced a groupwide sustainability report for the first time, documenting how everything that we do is underpinned by a forward-looking and values-based approach to our business. We also chose to include ‘response’ in the title. KION GROUP AG | Annual Report 2017 +1 3 % For the first time, the KION brand companies received orders for more than 200,000 industrial trucks in a single year – up 13 per cent. We are proud that the integra- tion of Dematic is now at a very advanced stage. G o r d o n R i s k e CEO TO OUR SHAREHOLDERS Letter to Shareholders 9 Our acquisition of Dematic in 2016 was a very important response to the opportunities and challenges that we face in our industry. Since then, we have been able to offer everything that our customers need in terms of intralogistics, from hand pallet trucks to highly complex, automated supply chain solutions. We firmly believed at the time, and remain convinced, that this was exactly the step we needed to take to position ourselves for further profitable growth. We are just as confident of our entire Group’s prospects for the medium to long term as we were when Dematic became the youngest member of the KION family. And we can proudly report, following the great progress made over the past year, that the integration of Dematic is now at a very advanced stage. Another hugely important response is our “KION 2027” strategy, which we are presenting to you for the first time in this report. Since we unveiled our Strategy 2020 four years ago, a lot of other things besides the purchase of Dematic have happened. The acquisition made it necessary to introduce a new structure for managing the Company. The KION Group now comprises the Industrial Trucks & Services segment, our traditional business involving forklift trucks and warehouse technology, the Supply Chain Solutions segment – which now only comprises Dematic – and Corporate Services. We have also created a new internal organisational structure. The Group is now run as five Oper- ating Units, each with responsibility for their own business success. And, under the leadership of our Chief Technology Officer Eike Böhm, we have pooled our research and development capabilities from across all brands and regions to create a highly effective centralised R&D unit. The “KION 2027” strategy reflects these major developments and focuses on profitable growth. This of course benefits you, our shareholders. Our other objectives are similar to those in the Strategy 2020: to grow at a faster rate than the market, to be the most profitable supplier in the industry, to generate a profit at every stage of the business cycle and to always offer our shareholders an attractive return on their investment. Action areas point the way The clearly defined action areas in the KION 2027 strategy show the route that we need to take to achieve these objectives, namely through innovation, digitalisation, automation, efficient energy use, and products and processes that deliver an even better performance. We foster innovation by creating a suitable, effective environment and putting cutting- edge processes in place. Not only are we developing digital solutions for our customers, we are also digitalising our own operations. Our products enable our customers to achieve the maximum benefit from automation. We strive to lead the way in using energy as efficiently as possible; at the same time, we are focusing on new energy sources. And if we can improve the performance of our trucks, we will also boost our own efficiency as a Group. KION GROUP AG | Annual Report 2017 ” K ION 2 0 27“ s t r a t e g y The KION Group strategy for further profitable growth over the next decade. Fantastic opportunities lie ahead of us. G o r d o n R i s k e CEO TO OUR SHAREHOLDERS Letter to Shareholders 11 Fantastic opportunities lie ahead of us. The material handling market is expected to double in size over the next ten years. In the same period, the market for supply chain solutions is likely to grow to such an extent that it will overtake global forklift truck and warehouse technology business. While the EMEA market will probably remain the biggest region worldwide in absolute terms, the fastest growth is predicted for the Americas and the Asia-Pacific region. In all these markets, we are excellently placed to achieve sustained business success in both segments. Sustainability and shared values that are here to stay The KION Group is not only firmly focused on the future. Being a good corporate citizen is also a cornerstone of our success. Sustainability is becoming a guiding principle for everything that we do, and we genuinely mean this. We are aligning our processes accordingly, raising awareness among employees and managers and calling on them to play their part in the KION Group becoming a little bit more sustainable every day. Our suppliers and business partners are also in our sights. We are encouraging and requiring them to show their commitment, because corporate citizenship does not start and finish at the factory gate. Instead, we want our entire value chain to live up to our high standards. We want to be a leader in our industry in terms of our sustainability efforts, too. Part of being an organisation with a healthy corporate culture is having clear values. The process with which we developed our shared KION Group values – integrity, collaboration, courage and excellence – involved giving a voice to hundreds of people across the Group. These values represent the convictions of the entire KION Group and are enshrined in our daily work. By integrity, we mean doing the right thing. Collaboration shows that we trust each other. We demonstrate courage in our approach to innovation and change. And we deliver outstanding benefits for our customers through our excellent work. The results for the period under review, which are the first to include a full year of the contribution from Dematic, provide further evidence of how these values are now very much embedded in our organisation and are being translated into commercial success. The KION Group ended 2017 by recording strong growth and achieved its KPI targets, as adjusted in October. Driven by organic growth and the acquisition of Dematic, the Group achieved new records in order intake, revenue, adjusted EBIT, adjusted margin and net income. The profit margin rose to 10.0 per cent. In 2018, the KION Group aims to build on its successful performance in 2017 and, based on the outlook for market growth, achieve further increases in order intake, revenue and adjusted EBIT. KION GROUP AG | Annual Report 2017 M a r k e t s e t t o d o u b l e i n s i z e According to forecasts, the material handling market will double in size over the next ten years. We have set ourselves clear new targets with the “KION 2027” strategy. G o r d o n R i s k e CEO TO OUR SHAREHOLDERS Letter to Shareholders 13 3 2 , 0 0 0 Almost 32,000 committed and highly qualified employees We have once again delivered an excellent set of results thanks to the approximately 32,000 committed and highly qualified employees who now make up our global workforce. My fellow Executive Board members and I would like to offer our heartfelt gratitude to them for their outstanding efforts. The KION Group – your KION Group – has evolved a great deal over the past twelve months. We have set ourselves clear new targets with the “KION 2027” strategy and further strengthened our internal structures. Rather than simply reacting to the intra- logistics opportunities and challenges of tomorrow, we have honed our ability to antici- pate key developments that will benefit our customers, supported by the best technology, excellent employees and very robust business and financial foundations. This means we can continue to do what we do best: come up with the right response. With best wishes, Gordon Riske Chief Executive Officer KION GROUP AG KION GROUP AG | Annual Report 2017 14 Executive Board 01 GORDON RISKE Chief Executive Officer (CEO) of KION GROUP AG born in 1957 in Detroit (USA) 02 DR EIKE BÖHM Chief Technology Officer (CTO) of KION GROUP AG born in 1962 in Pforzheim (Germany) 03 CHING PONG QUEK Chief Asia Pacific Officer of KION GROUP AG born in 1967 in Batu Pahat /Johor (Malaysia) 04 DR THOMAS TOEPFER Chief Financial Officer (CFO) and Labour Relations Director of KION GROUP AG born in 1972 in Hamburg (Germany) 01 04 TO OUR SHAREHOLDERS Executive Board 15 03 02 16 Report of the Supervisory Board of KION GROUP AG Dear shareholders, 2017 was another successful year for KION GROUP AG. It was dominated by the integration of automation and supply chain optimisation specialist Dematic, which had been acquired the previous year. The Supervisory Board of KION GROUP AG provided extensive advice and support on this process. The acquisition is bringing about sus- tained and significant changes to the business model of KION GROUP AG and its market positioning, transforming the Company into a provider of end-to-end solutions for automated intralogistics. Of particular importance in this context are innovations for tackling the future challenges of Industry 4.0 and for integrating industrial trucks into existing intralogistics solutions in order to increase the efficiency of customers’ pro- cesses, particularly with regard to warehouse system logistics, warehouse technol- ogy and order picking. Today, the KION Group is one of only a few companies able to supply all intralogistics products, from hand-operated warehouse trucks to fully automated warehouses, from a single source. The first integrated customer projects incorporating products both from the traditional material handling business and from the Supply Chain Solutions segment were initiated over the course of 2017. Alongside the integration of the business, the refinancing of the Dematic acquisition was successfully completed in May of last year when a second capital increase was carried out. The Company was able to secure highly attractive refinancing terms by utilising the currently favourable environment for borrowing and by capitalising on the strong interest in KION GROUP AG among equity investors. Another focus of the Supervisory Board’s work was its involvement in refining the strategy for the KION Group following the acquisition of Dematic. The Company pro- duced scenarios for the changes that will occur in relation to its markets, technologies, customers and competitors over the next ten years. These provided the foundations for developing the “KION 2027” strategy. Particular attention is given to the require- ments in the various customer segments arising from the automation of intralogistics and related services, which are based on unlocking the full potential of the data that is collected. The aspects summarised under the heading ‘Industry 4.0’ – automation of processes in order to provide greater benefits for customers as well as brand-new digital services and solutions to problems – will be extremely important to the markets that will be relevant to the Company in the future. On this basis, the Executive Board and Supervisory Board met on several occasions to discuss and reach agreement on guidelines and principles for updating the Group’s strategy, the Group’s business Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 17 DR JOHN FELDMANN Chairman aspirations and future positioning and the resulting action plans and objectives. Having deliberated on the “KION 2027” strategy extensively, the Supervisory Board gave its approval at its meeting on 27 November 2017. In this context, the Supervisory Board examined developments in the industrial truck business on the basis of strategic parameters such as customer satisfaction, market trends and new technologies. It also held in-depth discussions on innovation and operational excellence in this area of the Company’s business. The Supervisory Board talked at length with the Executive Board about the strategic direction of this business and about operational matters, including further capital expenditure. The Supervisory Board is supporting the Executive Board in broadening the basis for the Company’s future through capital expenditure in these areas. Last but not least, the Company needs to use the market’s current strong growth to further optimise internal processes and strengthen its resilience in periods of economic weakness. KION GROUP AG | Annual Report 2017 18 Monitoring and advisory role in dialogue with the Executive Board 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. In addition to the focus areas outlined above, the Supervisory Board, as in previous years, discussed numerous other issues and transactions requiring consent, made necessary decisions, advised the Executive Board on all significant matters relating to managing the Company and monitored the Executive Board’s running of the Company’s business. The Supervisory Board was fully involved in major decisions affecting the Company from an early stage. The Executive Board always notified the Supervisory 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 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 internal audit and com- pliance in the Company. This ensured that the Supervisory Board was continually and promptly updated 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 managed 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 Supervisory Board’s consent so that it could adopt resolutions. The Supervisory Board examined closely the resolutions proposed by the Executive Board and deliberated on them before adopting them. Corporate governance matters Besides the regular corporate governance matters, the issues dealt with by the Supervisory Board during the reporting year included the evolution of the corporate culture and new statutory requirements, as well as recommendations and sugges- tions in the German Corporate Governance Code. In the first half of 2017, the Company conducted another survey of managers on the leadership culture. Building on the data collected in 2015, the Organizational Health Index (OHI) was ascertained. This time, the managers at Dematic were also included in the study. A comparison of the results from the previous survey shows where the Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 19 Company currently stands in terms of its leadership culture, what progress has been made and which individual topics require more work. Overall, the data showed an encouraging trend with regard to how the surveyed employees identify with the Com- pany’s goals and their positive perception of the leadership culture. In the latest updates to the remuneration system for the Executive Board, the Supervisory Board defined further improvements to the OHI as one of the parameters for setting the long-term variable remuneration. The Executive Board and Supervisory Board believe that clearly and unambiguously formulated principles and values that are communicated and put into practice in the Company at all management levels are vital for the Company’s sustained success. The Supervisory Board is taking a keen interest in the related measures and processes. Another focus of corporate governance work was the report on non-financial key per- formance indicators, which was produced voluntarily for the first time in the year under review. In this sustainability report, the Company provided information on the pro- cesses that have been put in place in the area of sustainability management as well as those currently being implemented. This is the first time that the Company has combined all of this information in one document. In the opinion of the Supervisory Board, business management focused on sustainability provides a ‘licence to operate’, i.e. society’s acceptance of a company and its business model. The Supervisory Board received information on the preparations for this report during several meetings, at which it also discussed the matter with the Executive Board and the relevant managers within the Company. In 2018, the Company will again produce such a report for 2017, which will have to be audited by the Supervisory Board. Consulting an external auditor, the Supervisory Board therefore went through, and discussed, the necessary processes last year on the basis of the voluntary report. The Supervisory Board also scrutinised the new requirements in the German Corporate Governance Code regarding skills profiles for supervisory boards. Led by the chairman of the Supervisory Board and supported by external advisors and a manager from the legal department, the Supervisory Board created a profile containing 17 skills areas in the second half of the year and also decided on the content and format of the related reporting. The Executive Committee provided advice and support during the prepara- tions and submitted a recommendation. The draft and the final proposal for the skills model were deliberated upon extensively by the Supervisory Board during several meetings. The Supervisory Board was fully aware that, with 17 skills areas, the KION skills profile is very comprehensive and at the upper end of the scale compared with profiles produced by other companies. Nevertheless, the Supervisory Board firmly believes that the combination of knowledge and experience in the various skills areas that are important to the Company should be, as they have been in the past, an KION GROUP AG | Annual Report 2017 20 important criterion when selecting new Supervisory Board members in future. The Supervisory Board’s skills profile has been incorporated into the Company’s diversity concept. In compliance with the statutory requirements, the updated remuneration system for the Executive Board, which has applied since 1 January 2017, was presented to the Annual General Meeting for approval in May 2017, where it was confirmed by a large majority. Similarly, the revised remuneration system for the Supervisory Board was approved with an overwhelming majority at the Annual General Meeting. The topics on which the Executive Board and individual managers in the Company regularly gave reports during the meetings of the Supervisory Board and its commit- tees 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 existing processes and to examine and comment on pro- posed developments in these areas. It concluded that the systems and mechanisms at KION GROUP AG are adequate, suitable and effective. The Supervisory Board and Audit Committee received information on a number of occasions from those responsible within the Company and from the independent auditors about changes to the auditors’ opinion on the audit of the financial statements. At its meeting on 13 December 2017, the Supervisory Board held its final discussion on the KION Group’s compliance with the new recommendations of the German Corporate Governance Code, which was updated in 2017. 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 permanently 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 7 February 2017) 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 incorpo- ration 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 diffi- cult to find independent candidates, in particular candidates from outside Germany. Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 21 In accordance with section 3.10 of the German Corporate Governance Code, the Executive Board and the Supervisory Board provide a detailed report on corporate governance at KION GROUP AG in the corporate governance report. This is combined with the declaration on corporate governance pursuant to sections 289f and 315d of the German Commercial Code (HGB) and can be found on pages 34 to 42 of this annual report and on the KION GROUP AG website at kiongroup.com/GovernanceReport. Work of the committees In the run-up to the capital increase carried out in May, the Supervisory Board of KION GROUP AG established an ad-hoc 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 four employee representatives and four shareholder representatives. The Executive Board of KION GROUP AG kept the committee updated on the progress of the capital increase. The committee was dissolved on 31 December 2017. Since the last report, there have not been any other material changes to the established committees. KION GROUP AG’s Supervisory Board had four standing 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 discussed at the meetings of the full Supervisory Board. In individual cases, the Supervisory 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. The chairmen of the com- mittees each report regularly to the full Supervisory Board on their committee’s deliberations. In addition, the minutes of the committee meetings are distributed to the other members of the Supervisory Board for information purposes once the committee members have approved them. This ensures that the Supervisory Board as a whole is always fully informed about the committees’ deliberations. In 2017, the Supervisory Board and its committees dealt with the matters at hand and made the necessary decisions at a total of 20 meetings. These consisted of nine meet- ings of the full Supervisory Board, five of the Audit Committee, four of the Executive Committee and two of the ad-hoc committee. The Nomination Committee and Medi- ation Committee did not meet in the reporting period. There were also several informal conference calls for the purpose of providing the members of the Supervisory Board or the relevant committees with advance information. In 2017, all members of the KION GROUP AG | Annual Report 2017 22 Supervisory Board attended all Supervisory Board meetings and the meetings of the respective committees of which they were members apart from in the following cases: There were six Supervisory Board meetings at each of which one member sent apologies and two committee meetings at each of which one member sent apologies. Supervisory Board member Tan Xuguang participated in fewer than half of all 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 (Deloitte), Munich, Frankfurt am Main branch office, audited the separate financial statements, the consolidated financial statements and the combined manage- ment report for KION GROUP AG and the Group for the year ended 31 December 2017 following their engagement by the Annual General Meeting on 11 May 2017. The cor- responding 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 22 February 2017 and committee members were given the opportunity to speak to the auditors in person. The key audit issues were discussed and set out accordingly at the Audit Commit- tee’s meeting on 25 July 2017. The auditors were appointed by the chairman of the Supervisory Board on 27 November 2017. The auditors submitted their report and the documents relating to the 2017 financial statements to the members of the Audit Committee on 12 February 2018 and to the members of the Supervisory Board on 21 February 2018. The report was discussed in depth at the Audit Committee meeting on 21 Febru- ary 2018 and at the full Supervisory Board meeting on 28 February 2018, 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. Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 23 The auditors issued an unqualified opinion for the separate financial statements for the year ended 31 December 2017, the consolidated financial statements and the group management report, which was combined with the Company’s management report, for the year ended 31 December 2017 on 21 February 2018. Having itself scrutinised the Company’s separate financial statements, consolidated financial statements and combined management report for the year ended 31 December 2017, the Audit Com- mittee 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 discussion of its own and then approved the results of the Audit Committee’s review at its meeting on 28 February 2018. Based on the final outcome of its own review, the Supervisory Board did not raise any objections. The Supervisory Board approved the Company’s separate financial state- ments and consolidated financial statements for the year ended 31 December 2017 prepared by the Executive Board, thereby adopting the annual financial statements. At its meeting on 28 February 2018, 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 €0.99 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. Non-financial declaration After consulting the Supervisory Board, the Company commissioned an auditor to carry out an external review of the content of the non-financial Group declaration pur- suant to section 315b HGB. The Supervisory Board will take account of the auditor’s assessment in its own review of the non-financial Group declaration and in the resolu- tion that it adopts. The sustainability report and the non-financial declaration will be published on the Company’s website by 30 April 2018. KION GROUP AG | Annual Report 2017 24 Relationships with affiliated entities (dependency) The Supervisory Board also examined the report concerning relationships with affiliated entities (dependency report), which the Executive Board signed off on 21 February 2018. The auditors reviewed this report, prepared an auditors’ report on it and issued the following opinion based on their audit, which they completed without identifying any deficiencies on 21 February 2018: Based on our audit and assessment in accordance with professional standards, we confirm that 1. the facts in the report are stated accurately, 2. the consideration given by the entity for the transactions specified in the report was not unreasonably high, 3. there are no circumstances in respect of the measures specified in the report that would justify an opinion materially different from the opinion of the Executive Board. The dependency report and the auditors’ report about it were submitted to all the members of the Supervisory Board in good time and were discussed in detail in the presence of the auditors at the Supervisory Board meeting on 28 February 2018. The auditors reported on the main findings of their audit. The Supervisory Board agreed with the findings of the audit. Based on the final outcome of its own review, the Super- visory Board did not raise any objections to the Executive Board’s declaration at the end of the report concerning relationships with affiliated entities. Personnel changes on the Executive Board and Supervisory Board There were no changes on the Executive Board of KION GROUP AG last year. However, at the request of the Chief Financial Officer, Dr Toepfer, the Supervisory Board reached a mutual agreement on 27 November 2017 on the termination of his appointment as a member of the Executive Board with effect from the end of 31 March 2018. There were several changes on the Supervisory Board in 2017: The employee representatives Mr Brandt and Mr Hartig did not stand for re-election when the employees voted for their representatives on the Supervisory Board in spring 2017. At this election of employee representatives, all of the other employee representatives were re-elected to the Supervisory Board. Dr Frank Schepp was elected to the Supervisory Board to replace Mr Brandt as an executive representative and Mr Stefan Casper to replace Mr Hartig as an employee representative, in both cases with effect from 11 May 2017. The Supervisory Board would like to thank Mr Brandt Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS Report of the Supervisory Board 25 and Mr Hartig for the great dedication with which they always carried out their work in the interests of the Company. The details of this report were discussed thoroughly at the Supervisory Board meeting on 28 February 2018 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 2017. Dr John Feldmann Chairman KION GROUP AG | Annual Report 2017 26 KION shares Robust upward trend in the equity markets KION shares outperform benchmark despite correction With volatility at a low level, stock market prices soared and indices reached record heights in 2017. The DAX closed the year at The price of KION shares rose sharply and steadily in the first 12,918  points  – not far off its high for the year – and gained three quarters of 2017 and reached an all-time high of €81.40 on 12.5 per cent, while the MDAX added 18.1 per cent. This uptrend 2 October 2017. After the outlook for the year was adjusted in was supported, firstly, by expansionary central bank policy in October 2017 due to the Supply Chain Solutions segment not the eurozone, which kept deposit rates and bond yields at performing as expected, there was a marked price correction. rock- bottom levels and thus made equities more attractive. The share price subsequently remained flat. Despite some of the Secondly, stock market prices were driven up by the healthy previous gains being negated, the KION share price rose by economy, companies’ rising profits and positive sentiment indi- 36.2 per cent to €71.98 over the course of the year, thereby out- cators. Despite political uncertainties created by the United King- performing its benchmark DAX and MDAX indices considerable. dom’s approaching exit from the European Union, the elections in On 11 May 2017, the Annual General Meeting voted in favour France and the Netherlands, the quest for Catalonian independ- of distributing a dividend of €0.80 per share for 2016. As in the ence and the dispute with North Korea, the stock markets proved previous year, when a dividend of €0.77 was paid, the dividend robust. The failure of the exploratory talks on the formation of a payout ratio was 35 per cent. The total dividend payout, however, coalition following Germany’s general election also only halted increased by 14.3 per cent to €86.9 million mainly owing to the their upward progress temporarily. capital increase carried out the year before. Share price performance between 30 December 2016 and 29 December 2017 DIAGRAM 001 €85 €80 €75 €70 €65 €60 €55 €50 €45 KION GROUP AG + 36.2% + 12.5% + 18.1% MDAX DAX € 52.86 * € 71.98 * * Closing price 01 / 2017 02 / 2017 03 / 2017 04 / 2017 05 / 2017 06 / 2017 07 / 2017 08 / 2017 09 / 2017 10 / 2017 11 / 2017 12 / 2017 Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS KION shares 27 KION GROUP AG’s market capitalisation was €8.5 billion at the placement price of €64.83, the KION Group generated gross pro- end of 2017. Of this total, 56.6  per  cent or €4.8  billion was ceeds of €602.9 million. Between 10 and 30 October 2017, KION attributable to shares in free float. The average daily Xetra trading GROUP AG repurchased a total of 60,000 shares (around volume in 2017 was 332 thousand shares or €22.0 million, which 0.05 per cent of the share capital) for use in the KION Employee was again up considerably on the prior year. > TABLE 001 Equity Programme (KEEP). In October 2017, the KION  Group Basic information on KION shares TABLE 001 36,294 shares had been purchased by staff (31 December 2016: employees entitled to participate in KEEP were given the oppor- tunity to buy more KION shares. By 31 December 2017, a total of ISIN WKN DE000KGX8881 KGX888 Bloomberg KGX:GR Reuters KGX.DE Share type No-par-value shares 45,564 shares). The number of shares held in treasury stood at 160,829 as at the reporting date. > DIAGRAM 002 Shareholder structure as at 31 December 2017 DIAGRAM 002 Index MDAX, MSCI World, STOXX Europe 600, FTSE EuroMid 0.1% KION GROUP AG 43.3% WEICHAI POWER 56.6% FREE FLOAT Annual General Meeting approves further financing for growth KION GROUP AG’s Annual General Meeting on 11 May 2017, at which 82.2 per cent of the voting share capital was represented, approved the creation of new authorised capital of up to €10,879,000.00 or 10 per cent of the share capital. The Executive Board has thus been authorised, subject to the consent of the Supervisory Board, to issue additional shares on this basis up to and including 10 May 2022, excluding shareholders’ sub- scription rights. Most of this authorised capital was used on 22 May 2017 to refinance a large part of the remaining bridge loan (AFA) that had been granted for the purchase of Dematic. By issuing 9.3 million new shares – equating to 8.55 per cent of the share capital – at a KION GROUP AG | Annual Report 2017 28 Shareholder structure remains stable Sound borrowing situation, improved credit ratings Weichai Power Co. Ltd. purchased 4,023,275 new shares in the context of the capital increase, maintaining its stake in KION To refinance the AFA, a promissory note with an extended maturity GROUP AG at the unchanged level of 43.3 per cent and remaining profile and a volume of €1,010.0 million was issued in February the biggest single shareholder. At the end of 2017, 56.6 per cent 2017. The three tranches have maturity periods of five, seven and of the Company’s shares were in free float, while KION GROUP AG ten years. held 0.1  per  cent. The standstill agreement, which remains in In January 2017, the KION Group received an investment- force until 28 June 2018, prevents Weichai Power from holding grade rating for the first time. Fitch Ratings gave the Group a more than 49.9 per cent of the Company’s shares. long-term issuer rating of BBB– with a stable outlook, reflecting its improved financial profile, high level of profitability and stable free cash flow. In April 2017, rating agency Standard & Poor’s ini- tially raised its credit rating for the KION Group from BB+ with a negative outlook to BB+ with a stable outlook before upgrading it again, to BB+ with a positive outlook, in September 2017. KION shares predominantly recommended as a buy As at 31 December 2017, 21 brokerage houses published reports on the KION Group (31 December 2016: 19). Of this total, twelve analysts recommended KION shares as a buy, eight rated them as neutral and one analyst recommended to sell them. The median target price specified for the shares was €75.00 (31 December 2016: €61.00). Dividend of €0.99 per share planned The Executive Board and Supervisory Board of KION GROUP AG will propose a dividend of €0.99 per share to the Annual General Meeting on 9 May 2018. This equates to a dividend payout ratio of around 35 per cent with earnings per share (pro forma) for the year 2017 of 2.91 €. This results in an increase of the dividend per share of 23.8 per cent and an increase in total dividend payout of 34.3 per cent year on year due to the capital increase. The earn- ings per share of 3.72 € based on the net income was adjusted due to the revaluation of deferred tax liabilities (net) in connection with the corporate income tax rate reduction approved in the US. > TABLE 002 Annual Report 2017 | KION GROUP AG TO OUR SHAREHOLDERS KION shares 29 Share data TABLE 002 Closing price at the end of 2016 High for 2017 Low for 2017 Closing price at the end of 2017 Market capitalisation at the end of 2017 Performance in 2017 €52.86 €81.40 €51.27 €71.98 €8,500.1 million 36.2% Average daily trading volume in 2017 (no. of shares) 332.0 thousand Average daily trading volume in 2017 (€) Share capital Number of shares Earnings per share for 2017 Earnings per share for 2017 (pro forma) ¹ Dividend per share for 2017 Dividend payout rate ¹,² Total dividend payout ² Equity ratio as at 31/12/2017 €22.0 million €118,090,000 118,090,000 €3.72 €2.91 €0.99 35% €116.7 million 28.0% ¹ Adjusted due to the remeasurement of deferred taxes in connection with the corporate income tax rate reduction approved in the US; see also ‘income taxes’ ² Proposed dividend for the fiscal year 2017 KION GROUP AG | Annual Report 2017 30 Services for shareholders Active investor relations work and quarterly conference calls, along with the associated pres- entations, form part of the extensive information for investors that The objective of investor relations is to ensure, through continuous is available on the Company’s website. dialogue, that the capital markets value the Company appro- priately. The Executive Board and the KION Group’s investor relations team continued their active dialogue with investors and Information on the website analysts last year. The KION Group participated in many investor conferences in Germany and abroad and held numerous road- Detailed information on KION shares as well as press releases, shows and one-on-one meetings. reports, presentations and information about the Annual General Around 85 shareholders participated in the Annual General Meeting and corporate governance in the Group can be found at Meeting of KION GROUP AG on 11 May 2017. All the draft resolu- kiongroup.com/ir. The KION Group’s annual report is also avail- tions put forward by the Company’s management were approved able here, both as a PDF file and as an interactive online version. with a substantial majority. The contact details of the investor relations team can be found The speeches of the Chief Executive Officer and the chairman of under IR Contact & Services. the Supervisory Board were broadcast live at kiongroup.com/agm. A webcast of the Chief Executive Officer’s speech is also available on the Company’s website. When the 2016 annual report was published on 2 March 2017, the Executive Board of KION GROUP AG held a financial state- ments press conference, conference call and analyst conference at which it presented the KION Group as a more broadly based and more powerful group of companies following the acquisition of automation and supply chain optimisation specialist Dematic. In addition, the Executive Board held conference calls to report on each set of quarterly results. Recordings from the financial statements press conference and the transcripts from the annual kiongroup.com/ ir Annual Report 2017 | KION GROUP AG 31 KION GROUP AG | Annual Report 2017Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Contents 33 CORPORATE GOVERNANCE 34 43 47 47 59 CORPORATE GOVERNANCE REPORT DISCLOSURES RELEVANT TO ACQUISITIONS REMUNERATION REPORT Executive Board remuneration Supervisory Board remuneration KION GROUP AG | Annual Report 201734 Corporate governance report Also constitutes the declaration on corporate governance pursuant to section 289f and section 315d HGB The Executive Board and Supervisory Board submitted the Compa- ny’s previous comply-or-explain statement on 14 December 2016. Both decision-making bodies again considered the recom- mendations of the amended Code in detail and, on 13 / 18 Decem- Corporate governance covers the whole system of managing and ber 2017, issued the following comply-or-explain statement of monitoring an enterprise, the principles and guidelines that shape KION GROUP AG as required by section 161 (1) AktG: its business policy and the system of internal and external control and monitoring mechanisms. The Executive Board and Supervi- 1. Since issuing the last comply-or-explain statement in Decem- sory Board of KION GROUP AG believe that a commitment, born ber 2016, KION GROUP AG has complied with all but one of from responsibility for the Company, to rigorous corporate gov- the recommendations of the German Corporate Governance ernance in accordance with the accepted standards is essential Code (the ,Code’) as amended on 7 February 2017 and intends to the Company’s long-term success. Compliance with these to do so in the future. principles also promotes the trust that our investors, employees, In derogation of section 3.8 (3) of the Code, the articles of business partners and the public have in the management and association of KION GROUP AG do not provide for a deduct- monitoring of the Company. able for members of the Supervisory Board under a D&O There is a close correlation between the corporate governance insurance. The Company believes that such deductable is not report required by the German Corporate Governance Code (the customary on an international level and would therefore make Code) as amended on 7 February 2017 and the content of the it considerably more difficult to find independent candidates, declaration on corporate governance required by section 289f in particular candidates from outside Germany. and section 315d of the German Commercial Code (HGB). For this reason, the Executive Board and the Supervisory Board of Frankfurt am Main, 13 / 18 December 2017 KION GROUP AG have combined the two statements below in accordance with section 3.10 of the Code. The declaration on For the Executive Board: corporate governance pursuant to section 289f and section 315d HGB is part of the management report. According to section 317 Gordon Riske Dr Thomas Toepfer (2) sentence 6 HGB, the accuracy of the information provided in accordance with section 289f and section 315d HGB is not part of the audit of the financial statements. For the Supervisory Board: 1. Comply-or-explain statement pursuant to section 161 (1) AktG Dr John Feldmann The comply-or-explain statement is permanently available to the public on the website of KION GROUP  AG at kiongroup.com/ Section 161 (1) of the German Stock Corporation Act (AktG) comply_statement. requires the management board and supervisory board of a pub- licly listed company to issue an annual declaration stating that the company has complied with, and intends to comply with, the rec- ommendations of the Code or stating the recommendations with which it has not complied or does not intend to comply, and the reasons why. Annual Report 2017 | KION GROUP AG CORPORATE GOVERNANCE Corporate governance report 35 2. Corporate governance practices Group. Besides defined control mechanisms, it includes, for example, system-based and manual reconciliation processes, The corporate governance of KION GROUP AG is essentially, but clear separation of functions, strict compliance with the double- not exclusively, determined by the provisions of the German checking principle and written policies and procedures. The over- Stock Corporation Act and the German Codetermination Act arching aim is for the separate financial statements, consolidated (MitbestG) and also follows the recommendations of the German financial statements and combined management report to be Corporate Governance Code. KION GROUP AG complies with all fully compliant with the relevant statutory and regulatory require- the Code’s recommendations, with one exception. These funda- ments and, in particular, the applicable financial reporting mental principles are combined with a commitment to sustain- standards. Changes to these requirements and standards are able business, taking account of society’s expectations in the analysed on an ongoing basis and taken into account as appro- markets in which the Company operates. priate. Details can be found in the risk report, which is part of the In 2017, the Executive Board and the Supervisory Board (or combined management report. its committees) regularly discussed corporate governance issues in accordance with a rolling schedule of topics. This ensured that 2.3 Risk management system the key elements of corporate governance within the KION Group were always on the agenda at meetings of the Company’s main For the Company to be managed professionally and responsibly, decision-making bodies. The Supervisory Board in particular the Executive Board must use the risk management system complied with the supervisory duties incumbent upon it under the established in the Company to regularly gather information about German Stock Corporation Act. For example, the Supervisory current risks and how they are evolving, and then report on this to Board’s Audit Committee, which was set up partly for this pur- the Supervisory Board’s Audit Committee. The KION Group’s risk pose, received regular reports on the standard accounting pro- management system is documented in a Group risk policy that cesses, changes to the regulatory environment and the effective- defines tasks, processes and responsibilities and sets out the ness of the internal control and risk management systems and of rules for identifying, assessing, reporting and managing risk. the audit of financial statements, and then reported back to the Specific individual risks are then reported by each Group entity full Supervisory Board on these matters. using an online reporting tool. Reporting on cross-segment risks 2.1 Internal control system and groupwide risks is carried out by Controlling and the relevant departments. The risks that have been reported are reviewed on a quarterly basis and re-assessed until the reason for reporting a KION GROUP  AG has an internal control system designed to risk no longer exists. meet the specific needs of the Company. Its processes are intended to ensure the correctness of the internal and external 2.4 Compliance management system accounting processes, the efficiency of the Company’s business operations and compliance with key legal provisions and internal The Executive Board and Supervisory Board of KION GROUP AG policies. These control processes also include the Company’s consider that adhering rigorously to broad-ranging compliance strategic planning, where the underlying assumptions and plans standards is essential to sustained financial success. That is why are reviewed on an ongoing basis and refined as necessary. a suitable compliance programme, centring around the KION Group Code of Compliance, has been set up for KION GROUP AG 2.2 Accounting-related internal control system and its Group companies worldwide. The KION Group Code of Compliance, which is available in all For its accounting process, the KION Group has defined suitable of the main languages relevant to the Group companies of KION structures and processes as part of its internal control and risk GROUP  AG, provides every employee with clear guidance on management system and implemented them throughout the how to conduct their business in accordance with sound values KION GROUP AG | Annual Report 201736 and ethics and in compliance with the law. The aim is for all combined management report. Since the audit of the 2014 sep- employees to receive regular training on the most important com- arate and consolidated financial statements, Ms Kirsten Gräbner- pliance subjects (e.g. competition law, data protection, communi- Vogel has been the global lead service partner at the appointed cation and anti-corruption). independent auditors, Deloitte GmbH Wirtschaftsprüfungs- Compliance activities focus on anti-corruption, liability of senior gesellschaft (Deloitte). The separate financial statements, the management / directors’ and officers’ liability, data protection, IT consolidated financial statements and the combined manage- security and foreign trade / export controls. ment report are discussed by the Audit Committee and then The Executive Board of KION GROUP AG bears collective approved by the Supervisory Board. responsibility for the functioning of compliance management The independent auditors review the condensed consolidated within the Group; the compliance department reports to the Chief interim financial statements and the condensed interim group Executive Officer of KION GROUP AG. He has delegated the per- management report for the first half of the year. The Executive formance of compliance duties to the Chief Compliance Officer. Board discusses the two quarterly statements and the half-year The presidents of the Operating Units are responsible for compli- interim report with the Audit Committee before they are published. ance within the operating business, while the functional managers are responsible for core administrative processes in the depart- 2.6 Avoiding conflicts of interest ments at the Group’s headquarters. Ultimate responsibility for the compliance management system of course remains with the Conflicts of interest between the governing bodies and other CEO of the Group. The KION compliance department, the KION decision-makers in the Company or significant shareholders go compliance team and the KION compliance committee provide against the principles of good corporate governance and may be operational support to the aforementioned functions. The KION harmful to the Company. KION GROUP  AG and its governing compliance department focuses mainly on preventing compliance bodies therefore adhere strictly to the Code’s recommendations violations by providing guidance, information, advice and training. on this subject. The employees of KION GROUP AG and its inves- It manages the KION compliance team, in which local and regional tees are made aware of the problem of conflicts of interest as part compliance officers of the Group are represented. of compliance training and are bound by rules on how to behave Actual or suspected incidents of non-compliance can be in the event of actual or potential conflicts of interest. reported by post, email or fax. All employees can also report any The Company attaches high priority to preventing possible cases of non-compliance via a 24/7 compliance hotline, choosing conflicts of interest from occurring in the first place and to dispelling to remain anonymous if they wish. any impression that they might exist. This is especially important As part of its work, the compliance department at KION given the involvement of Weichai Power, whose stake has risen to GROUP AG cooperates closely with the legal, internal audit and 43.3  per  cent. The Company achieves these aims by avoiding human resources departments. The KION compliance committee business scenarios or personnel structures that could give the is staffed by the heads of these departments, operating as a impression of a conflict of interest and by taking transparent cross-functional committee that primarily advises on, examines steps that effectively prevent concerns about conflicts of interest. and, if appropriate, punishes incidents of non-compliance that The Company’s Chief Executive Officer, Mr  Gordon Riske, are reported. was appointed a non-executive director of Weichai Power with effect from 24 June 2013, for which the Supervisory Board had 2.5 Audit of the financial statements previously given its consent. Appropriate precautions have been taken to ensure that this role at a parent company of the Com- The Company’s independent auditors, which are appointed by pany does not create a conflict of interest relating personally to means of a resolution of the Annual General Meeting, audit the Mr Riske. Formal processes have been put in place to ensure that separate financial statements prepared by the Executive Board of Mr Riske, in his role as a non-executive director of Weichai Power, KION GROUP AG, the consolidated financial statements and the is not involved in transactions that could give rise to a conflict with Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Corporate governance report 37 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 Responsibilities of Executive Board members TABLE 003 Member Responsibilities strict separation between his duties as a non-executive director Gordon Riske 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. CEO of KION GROUP AG LMH EMEA STILL EMEA Dematic Digitalization@KION Corporate Strategy Corporate Communications Corporate Office Internal Audit Corporate Compliance Dr Thomas Toepfer CFO of KION GROUP AG 3. Working methods of the Executive Board 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 ensuring the sustained success of the Company. The members of the Executive Board regularly attend Supervisory Board meetings, unless the Supervisory Board decides to meet with- out the Executive Board. The Executive Board promptly, comprehensively and regu- larly reports to the Supervisory Board on the performance of the KION Group. Besides the reporting obligations defined by Dr Eike Böhm law, the rules of procedure for the Executive Board of KION GROUP AG set out further reporting requirements and reserva- tions of approval in favour of the Supervisory Board. 3.1 Working methods of the Executive Board The Executive Board of KION GROUP AG comprises four mem- bers. It is responsible for managing the Company in the Company’s Ching Pong Quek interest, i.e. taking account of shareholders, customers, employ- ees and other stakeholders with the aim of creating sustainable added value. The Executive Board develops the Company’s strategy, discusses it with the Supervisory Board and ensures that it is implemented. Every Executive Board member is respon- KION Americas Corporate 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 of KION GROUP AG Product & Technology Strategy Product Development Industrial Trucks Software Development Product Development Supply Chain Solutions Module & Component Development Procurement Quality Production System Chief Asia Pacific Officer of KION GROUP AG KION APAC sible for his own area of responsibility and keeps his fellow board Every Executive Board member must disclose potential conflicts members informed of developments on an ongoing basis. of interest to the Supervisory Board immediately and must also > TABLE 003 inform the other Executive Board members. All transactions between KION GROUP  AG and Executive Board members or related parties must be concluded on an arm’s-length basis. KION GROUP AG | Annual Report 201738 Rules of procedure laid down by the Supervisory Board define According to these rules, the chairman of the Supervisory Board the areas of responsibility of the Executive Board members and coordinates its work and the cooperation with the Executive the way in which they work together. The full Executive Board nor- Board, chairs its meetings and represents it externally. The mally meets every 14 days and meetings are chaired by the CEO. Supervisory Board meets in person at least twice in each half of Individual Executive Board members sometimes take part via a calendar year, and adopts its resolutions at these meetings. In video conference. At the meetings, the board members discuss 2017, there were nine Supervisory Board meetings in total. measures and business that, under the Executive Board’s rules of Between these meetings, resolutions may also be adopted in procedure, require the approval of the full Executive Board. Res- writing, by telephone or by other similar forms of voting, provided olutions of the full Executive Board are passed by simple majority that the chairman of the Supervisory Board or, in his absence, his unless a greater majority is required by law. The CEO has a cast- deputy, decides on this procedure for the individual case con- ing vote in the event of a tied vote. Resolutions of the Executive cerned. The Supervisory Board adopts resolutions by a simple Board may also be adopted between meetings. Taking account majority of the votes cast unless a different procedure is prescribed of the requirements of section 90 AktG, the Executive Board by law. If a vote is tied, the matter will only be renegotiated if the provides the Supervisory Board with regular, timely and compre- majority of the Supervisory Board vote in favour of this option. hensive information on all matters of relevance to the business as Otherwise the Board must vote again without delay. If this new a whole relating to the intended operating policy, strategic plan- vote on the same matter also results in an equal number of votes ning, business performance, financial position, financial perfor- for and against, the chairman of the Supervisory Board has a mance and business risks. The Chief Executive Officer discusses casting vote. The Supervisory Board has the efficiency of its work these matters regularly with the chairman of the Supervisory Board. and processes reviewed by an external party at regular intervals. The Executive Board’s rules of procedure specify that impor- tant transactions are subject to approval by the Supervisory 3.3 Working methods and composition of the committees of Board. Budget planning, major acquisitions or capital expenditure, the Supervisory Board for example, require the consent of the Supervisory Board. In accordance with its articles of association, the Company is KION GROUP AG’s Supervisory Board had four standing com- represented by two members of the Executive Board or by one mittees plus an ad-hoc transaction committee in the year under member of the Executive Board acting conjointly with a Prokurist review. Their tasks, responsibilities and work processes comply (person with full commercial power of representation). with the provisions of the German Stock Corporation Act and the German Corporate Governance Code. The chairman of each 3.2 Working methods of the Supervisory Board committee reports regularly to the full Supervisory Board on the committee’s work. The minutes of the committee meetings are The Supervisory Board of KION GROUP AG appoints the mem- made available to all Supervisory Board members. The perma- bers of the Executive Board, advises and monitors the Executive nent committees have each drawn up rules of procedure that Board in its management of the Company and reviews its work. define their tasks and working methods. The Supervisory Board is fully involved from an early stage in all decisions that are fundamental to KION GROUP AG. Executive Committee The Supervisory Board of KION GROUP  AG consists of The Executive Committee consists of four shareholder repre- 16 members, eight of whom are employee representatives and sentatives and four employee representatives. Its chairman is eight are shareholder representatives. The shareholder representa- always the chairman of the Supervisory Board. It prepares the tives are elected by the Annual General Meeting by simple majority. meetings of the Supervisory Board and is responsible for ongo- The Supervisory Board has drawn up rules of procedure for ing matters between Supervisory Board meetings. The Execu- its work. These apply in addition to the requirements of the articles tive Committee also prepares the Supervisory Board’s deci- of association and also define the Supervisory Board committees. sions relating to corporate governance, particularly amendments Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Corporate governance report 39 to the comply- or-explain statement pursuant to section 161 AktG Mediation Committee reflecting changed circumstances and the checking of adherence The Mediation Committee comprises the chairman of the Super- to the comply-or-explain statement. It also prepares documents visory Board, his deputy, an employee representative and a for the Supervisory Board when Executive Board members are to shareholder representative. It only convenes in exceptional cases. be appointed or removed and, if applicable, when a new Chief If the two-thirds-of-votes majority required by section 27 (3) and Executive Officer is to be appointed. Documents relating to any section 31 (3) MitbestG is not reached in a vote by the Super- matters in connection with Executive Board remuneration are visory Board on the appointment of an Executive Board member, also compiled by the Executive Committee. In addition, the Exec- the Mediation Committee must propose candidates for the post utive Committee is responsible for resolutions concerning the to the Supervisory Board within one month. The chairman of the conclusion, amendment and termination of Executive Board Supervisory Board does not have a casting vote on the candi- employment contracts and agreements with Executive Board dates proposed. The Mediation Committee did not need to be members governing pensions, severance packages, consultancy convened in 2017. and other matters and for resolutions on any matters arising as a result of such contracts and agreements, unless they relate to In 2017, the members of the Mediation Committee were: remuneration. The responsibilities of the Executive Committee Dr John Feldmann (chairman) also include resolutions about the extension of loans to Executive Özcan Pancarci (deputy chairman) Board members, Supervisory Board members and parties related Jörg Milla to them within the meaning of sections 89 and 115 AktG, as well as Hans Peter Ring resolutions to approve contracts with Supervisory Board members outside their Supervisory Board remit. The Executive Committee Audit Committee should – in consultation with the Executive Board – regularly delib- The Audit Committee comprises four members. Its primary pur- erate on long-term succession planning for the Executive Board. pose is to monitor financial reporting (including non-financial The Executive Committee met four times in 2017. The main reporting), the accounting process, the effectiveness of the inter- topics discussed and deliberated upon by the Executive Committee nal control system, the risk management system, the internal in 2017 concerned the new KION 2027 strategy, the profile of audit system, the auditing of the financial statements and compli- skills and expertise for the Supervisory Board and matters relating ance, thereby supporting the Supervisory Board in its task of to the Annual General Meeting and governance. monitoring the Company’s management. The Audit Committee also reviews the work carried out by the independent auditors In 2017, the members of the Executive Committee were: and checks that the independent auditors are qualified and inde- Dr John Feldmann (chairman) Özcan Pancarci (deputy chairman) Dr Alexander Dibelius Joachim Hartig (until 11 May 2017) Denis Heljic Jiang Kui Olaf Kunz Hans Peter Ring pendent. It is also responsible for engaging the independent auditors, determining the focus of the audit and agreeing the fee. In addition, the Audit Committee exercises the rights in investee companies set forth in section 32 (1) MitbestG. The Audit Committee met five times in 2017. The main topics discussed by the Audit Committee in 2017 were the 2016 annual financial statements, the quarterly statements, the interim report, the budget, the Company’s first sustainability report and the reg- Claudia Wenzel (from 11 May 2017) ular subject of the key elements of corporate governance within the Company. KION GROUP AG | Annual Report 201740 In 2017, the members of the Audit Committee were: was then dissolved on 31 December 2017 following the success- Hans Peter Ring (chairman) Alexandra Schädler (deputy chairwoman) Dr John Feldmann Jörg Milla ful completion of the capital increase on 22 May 2017. The members of the ad-hoc transaction committee were: Dr John Feldmann (chairman) Dr Alexander Dibelius The chairman of the Audit Committee, Hans Peter Ring, is an Denis Heljic independent member of the Supervisory Board and has the Jiang Kui required expertise in the areas of accountancy and auditing Jörg Milla specified in sections 100 (5) and 107 (4) AktG. Nomination Committee Özcan Pancarci Hans Peter Ring Alexandra Schädler 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- 4. Diversity mittee’s only task is to propose new candidates for the Supervisory Board to the Company’s Annual General Meeting. At its meeting on One of the main concerns of good corporate governance is to 30 November 2016, the Nomination Committee resolved to recom- ensure that appointments to the Executive Board and Supervi- mend that the Supervisory Board propose all eight shareholder rep- sory Board are appropriate to the specific needs of the business. resentatives on the Supervisory Board for re-election at the end of Key criteria in this regard include the professional and personal their term of office at the Annual General Meeting on 11 May 2017. skills and qualifications of the members of the Executive Board The Supervisory Board followed this recommendation. All eight and Supervisory Board as well as diversity in the composition of shareholder representatives were then re-elected at the Annual both boards, an appropriate degree of female representation and General Meeting. The Nomination Committee did not meet in 2017. the independence of the Supervisory Board. In 2017, the members of the Nomination Committee were: Composition of the Supervisory Board Dr John Feldmann (chairman) The Supervisory Board has laid down specific requirements and Dr Alexander Dibelius (deputy chairman) objectives for its composition in recognition of its responsibilities Birgit A. Behrendt Jiang Kui and obligations and taking into account the business needs of KION GROUP  AG. Besides having the minimum professional skills required to be a Supervisory Board member, as specified by Ad-hoc transaction committee law and the highest courts, all members of the Supervisory Board In addition to the committees that existed throughout the year, of KION GROUP AG should meet the following criteria: the Supervisory Board decided at its meeting on 11 May 2017 to establish an ad-hoc transaction committee in connection with a possible capital increase from authorised capital. The purpose of this ad-hoc transaction committee was to ensure that the Super- visory Board was adequately involved in the transaction and had the necessary flexibility. To this end, the committee was autho- rised to give final approvals and make decisions about the capital increase from authorised capital. It met twice. The committee KION GROUP AG – Identification with the fundamental values and beliefs of – Positive attitude towards the basic principles of responsible – Personal integrity and a responsible approach to dealing with corporate governance potential conflicts of interest Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Corporate governance report 41 – Ability to devote the expected amount of time required and compliance with the limit on the number of mandates that may be held at any one time – In-depth understanding of the markets in EMEA, the Americas – Experience and Asia – Management of companies with international presence, Other targets set by the Supervisory Board with regard to its including the development of corporate cultures and organ- composition are a standard age limit of no more than 70 at the isational structures time of appointment/election and a maximum limit for length of – Supervisory board membership in companies with interna- membership of four terms of office. All of the current Supervisory tional presence Board members meet these requirements. In addition, the Supervisory Board has defined what it con- siders to be an adequate number of independent Supervisory – Acquisitions and strategic alliances – Experience and expertise – Corporate governance and compliance principles as well Board members. Accordingly, five shareholder representatives as their implementation in at least two of the regions rele- on the Supervisory Board should be independent within the vant to the Company meaning of section 5.4.2 of the Code. These five members are – Accounting and auditing currently Ms Behrendt, Dr Reuter, Dr Dibelius, Dr Feldmann and – Capital markets and international financing Mr Ring. As regards the employee representatives, the Super- visory Board believes their role as representatives of the employees Each of these fields of competence is currently covered by at does not, per se, compromise their independence. least five members of the Supervisory Board. The Supervisory Board is of the opinion that the priority in As 31.25 per cent of its members are female (five of 16), the aiming for a board composition based on diversity is the expertise Supervisory Board meets the statutory requirements regarding of the individual members and a balanced mix of personal quali- gender representation on supervisory boards pursuant to section ties, experience, skills, qualifications and knowledge in line with 96 (2) AktG. The shareholder representatives and the employee the requirements of the business. This is the basis on which the representatives are agreed that attaining the objectives in relation Supervisory Board has drawn up its profile of skills and expertise. to diversity, in particular the objectives relating to the involvement The following profile of skills and expertise defines the knowledge of women and people from different cultural backgrounds, is con- acquired through professional practice (experience) and theore- sidered to be in the interests of KION GROUP AG and a task that tical / academic knowledge (expertise) that should be represented forms part of the collective responsibility of the entire Supervisory on the Supervisory Board: – Experience – Automotive industry, components and drive technologies Board. The Supervisory Board therefore supports the inclusion of additional female members and members from different cultural backgrounds who meet the above criteria insofar as the skills requirements are met. – Intralogistics When proposing candidates to the Annual General Meeting – Automation, particularly automation in intralogistics in future, the Nomination Committee and Supervisory Board will – Service / aftersales business, particularly in intralogistics take all of the aforementioned targets into account and strive to – Development of international marketing strategies and ensure that the profile of skills and expertise is (still) achieved. The product portfolio strategies – Expertise – Development and assessment of technology Nomination Committee and Supervisory Board have no influence on the composition of the group of employee representatives on the Supervisory Board because the employees in Germany are – Service / aftersales business models and technological free to choose whom they elect. developments in this area – Digitalisation and automation KION GROUP AG | Annual Report 201742 Composition of the Executive Board Appointments to management positions below the level of the Against the background of the aforementioned diversity consid- Executive Board of KION GROUP AG erations as well as demographic requirements and strategic When selecting candidates for senior management levels, the operating challenges, the Supervisory Board strives to give due Executive Board generally considers that it is under an obligation consideration to female candidates for the Executive Board but is to make such selections on the basis of diversity, capability, guided exclusively by the skills and qualifications of the persons character and experience. As regards the number of women concerned when making appointments to the Executive Board. appointed to senior management positions in the Company, the When implementing these objectives during the process of Executive Board is striving in its implementation of the new appointing successors or recruiting for a new position, the Super- “KION 2027” strategy to increase the current proportion of visory Board draws up a shortlist of candidates who appear to be women in management positions. The HR initiative under the suitable for the Company as a result of their strategic manage- “KION 2027” strategy, for example, will include a dedicated ment experience, expertise, skills and qualifications. Demo- diversity program whose activity areas are currently being graphic criteria (including the standard retirement age of 65 for defined during workshops with participants drawn from various Executive Board members) and diversity criteria are then also Operating Units and sites. taken into account, depending on the existing composition of the In this context, the Executive Board set the first target at Executive Board. However, these criteria are of a subordinate 10  per  cent for the first management level below the Executive nature when making a final decision on the person to appoint. Board of KION GROUP  AG and at 30  per  cent for the second In line with this, the Supervisory Board therefore set the first management level, to be achieved by 30 June 2017. The specifi- target for the proportion of women on the Executive Board of cation of this type of target is required by Germany’s ‘Act for the KION GROUP AG at 0 per cent, to be achieved by 30 June 2017. equal participation of women and men in managerial positions in The specification of this type of target is required by Germany’s the private and public sectors’. The target for the first manage- ‘Act for the equal participation of women and men in managerial ment level below the Executive Board of KION GROUP AG was positions in the private and public sectors’. The target was achieved by this date. The target for the second management achieved by this date. The new target for the proportion of women level was not achieved. However, this was solely because of on the Executive Board of KION GROUP  AG was again set at restructuring in the CTO Organisation. Otherwise, this target would 0 per cent for the defined follow-on period up to 31 December also have been met. The new targets for the proportion of women 2021. When this percentage was chosen midway through 2017, at the two management levels below the Executive Board of KION no changes to the composition of the Executive Board were GROUP AG were set at 10 per cent and 30 per cent respectively planned or foreseeable. for the defined follow-on period up to 31 December 2021. Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Disclosures relevant to acquisitions 43 Disclosures relevant to acquisitions, section 315a and 289a HGB The disclosures relevant to acquisitions pursuant to section 315a and 289a HGB together with the explanatory report form an integral 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 (Luxem- bourg) Holding S.à r.l., Luxembourg (“Weichai Power”) directly or indirectly held more than 10 per cent of the voting rights in KION The subscribed capital (share capital) of KION GROUP  AG GROUP AG as at 31 December 2017 and its shareholding was amounted to €118.09 million as at 31 December 2017. It is divided 43.26 per cent. into 118.09 million no-par-value bearer shares. The share capital is fully paid up. All of the shares in the Company give rise to the same rights and obligations. Each share confers one vote and – Pursuant to the German Securities Trading Act (WpHG), the shareholding held by Weichai Power is deemed to belong to entitlement to an equal share of the profits. The rights and obliga- the following other companies: > TABLE 004 tions arising out of the shares are defined by legal provisions. As at 31 December 2017, the Company held 160,829 shares in treasury. The primary intention is to offer these treasury shares to staff as part of the KION Employee Equity Programme (KEEP). Companies and countries to which Weichai Power is deemed to belong TABLE 004 Company Registered office 2. Restrictions on voting rights or the transfer of shares Shandong Heavy Industry Group Co., Ltd. Weichai Group Holdings Limited The Company is not aware of any agreements entered into by shareholders of KION GROUP AG that restrict voting rights or the Weichai Power Co., Ltd. Jinan, People’s Republic of China Weifang, People’s Republic of China Weifang, People’s Republic of China 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 sharehold- ings if these changes are notifiable pursuant to the WpHG or other regulations. KION GROUP AG | Annual Report 201744 4. Shares with special rights that confer The Supervisory Board is authorised in article 10 (3) of the articles authority to exert control over the Company of association to amend the articles of association 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 resolution or in issue on the date the authorisation is exercised, There are no cases where employees hold some of the Company’s whichever is the lower. Together with other treasury shares in the capital and do not exercise their control rights directly themselves. possession of the Company or deemed to be in its possession 6. Appointment and removal of members of the Executive Board; amendments to the articles of association 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 Members of the Company’s Executive Board are appointed and with the acquisition of a business, parts of a business or equity removed in accordance with the provisions of sections 84 and 85 investments. In addition, the treasury shares may be offered to AktG and section 31 MitbestG. Pursuant to article 6 (1) of the arti- employees of the Company or of an affiliated company as part of cles of association of the Company, the Executive Board must an employee share ownership program. The treasury shares can have a minimum of two members. The Supervisory Board deter- also be retired. Share buyback for trading purposes is prohibited. mines the number of Executive Board members. Pursuant to The authorisation may be exercised on one or more occasions, section 84 AktG and section 6 (3) of the Company’s articles of for the entire amount or for partial amounts, in pursuit of one or association, the Supervisory Board may appoint a Chief Executive more aims, by the Company, by a Group company or by third par- Officer and a deputy. ties for the account of the Company or the account of a Group Section 179 (1) sentence 1 AktG requires that amendments company. At the discretion of the Executive Board, the shares to the articles of association be passed by resolution of the may be purchased through the stock exchange, by way of a pub- Annual General Meeting. In accordance with article 23 of the arti- lic purchase offer made to all shareholders or by way of a public cles of association in conjunction with section 179 (2) sentence 2 invitation to shareholders to tender their shares. AktG, resolutions at the Annual General Meeting on amendments In 2017, the Company again made use of this authorisation, to the articles of association are passed by simple majority of the purchasing 60,000 shares in the period 10 to 30 October 2017. votes cast and by simple majority of the share capital represented During the reporting year, 63,657 of the shares acquired that in the voting unless a greater majority is specified as a mandatory were still in treasury were used as part of the KEEP Employee requirement under statutory provisions. The option to stipulate a Equity Programme for the employees of the Company and certain larger majority than a simple majority in any other cases has not Group companies. been exercised in the articles of association. Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Disclosures relevant to acquisitions 45 – On the basis of a resolution of the Company’s Annual Gen- eral Meeting on 11 May 2017, the Executive Board was – On the basis of a resolution of the Annual General Meeting on 11 May 2017, the Executive Board was also authorised, in the authorised, subject to the consent of the Supervisory Board, period up to and including 10 May 2022, to issue convertible to increase the Company’s share capital by up to €10.88 mil- bonds, warrant-linked bonds, profit-sharing rights and / or lion by issuing up to 10.88 million new no-par-value ordinary income bonds with or without conversion rights, warrants, bearer shares for cash and / or non-cash contributions up to mandatory conversion requirements or option obligations, or and including 10 May 2022 (2017 Authorised Capital). The any combinations of these instruments (referred to jointly as 2017 Authorised Capital became effective when the corre- ‘debt instruments’) for a total par value of up to €1 billion, and sponding change to the articles of association was entered in to grant conversion rights and / or warrants to – and / or to the commercial register at the Wiesbaden local court (HRB impose mandatory conversion requirements or option obli- 27060) on 12 May 2017. gations on – the holders / beneficial owners of debt instru- ments to acquire up to 10.88  million new shares of KION With the consent of the Supervisory Board’s ad-hoc transaction GROUP AG with a pro-rata amount of the share capital of up committee set up for this purpose, the Executive Board resolved to €10.88 million (‘2017 Authorisation’). The 2017 Conditional on 22 May 2017 to use part of the 2017 Authorised Capital and, Capital of €10.88  million was created to service the debt disapplying shareholders’ pre-emption rights, to increase the instruments. The 2017 Authorisation has not been used so far. Company’s share capital by a nominal €9.3 million to €118.090 mil- lion by issuing 9.3 million new no-par-value bearer shares in the The 2017 Conditional Capital will be reduced by, among other Company. This increase equates to an 8.55 per cent rise in the things, the portion of the share capital attributable to shares Company’s share capital in existence on the effective date and at issued on the basis of the 2017 Authorised Capital. As part of the the time of use of the 2017 Authorised Capital. The capital capital increase in May 2017, 9.3 million new shares were issued increase took effect when its implementation was entered in the on the basis of the 2017 Authorised Capital. Consequently, con- commercial register at the Wiesbaden local court under HRB ditional capital of up to €1.579 million is available on the basis of 27060 on 23 May 2017. Consequently, the Executive Board is which the Executive Board would be able to issue shares. currently authorised by the Annual General Meeting to increase the Company’s share capital by up to €1.579 million by issuing up to 1.579 million new no-par-value bearer shares for cash and / or non-cash contributions. KION GROUP AG | Annual Report 201746 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 In the event of a change of control resulting from a takeover bid, The provisions in these agreements that apply in the event of a change of control are largely identical to those in the senior facili- ties agreement dated 28 October 2015. – Agreement between KION GROUP AG and Volkswagen AG for the supply of internal combustion engines that has since certain consequences are set out in the following significant been ordinarily terminated contracts (still in force on 31 December 2017) concluded between Group companies of KION GROUP AG and third parties. – Senior facilities agreement dated 28 October 2015, concluded between KION GROUP AG and, among others, the London branch of UniCredit Bank AG 9. Compensation agreements that the Company has signed with the Executive Board members or employees that will be triggered in the event of a takeover bid In the event that a person, companies affiliated with this person, No such agreements have been concluded between the Company or persons acting in concert within the meaning of section 2 (5) of and its current Executive Board members or employees. the German Securities Acquisition and Takeover Act (WpÜG) acquire(s) control over more than 50 per cent of the Company’s voting shares, the lenders may demand that the loans drawn down be repaid and may cancel the loan facilities under the senior facilities agreement. – Acquisition facilities agreement dated 4 July 2016, concluded between KION GROUP AG and, among others, the London branch of UniCredit Bank AG The provisions in this agreement that apply in the event of a change of control are identical to those in the senior facilities agreement dated 28 October 2015. – Promissory note agreements (seven tranches with different coupons and maturities) dated 13 February 2017 / 29 March 2017, concluded between KION GROUP  AG and Landes- bank Baden-Württemberg; the latter subsequently passed them on to its investors Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Remuneration report 47 Remuneration report This remuneration report forms an integral part of the combined ber  2016, taking account of the requirements of stock com- management report for KION GROUP  AG. In accordance with pany law and the DCGK. statutory requirements and the recommendations of the German Corporate Governance Code (DCGK) as amended on 7 Febru- Essential features of the Executive Board remuneration system ary 2017, the report explains the main features and structure of the remuneration system used for the Executive Board and The remuneration of the Executive Board of KION GROUP AG is Supervisory Board of KION GROUP AG and also discloses the determined in accordance with the requirements of the German remuneration of the individual members of the Executive Board Stock Corporation Act and the DCGK and is focused on the and Supervisory Board for the work that they carried out on Company’s long-term growth. It is determined so as to reflect the behalf of the Company and its subsidiaries in 2017. The report size and complexity of the KION Group, its business and financial also reflects the requirements of German accounting standard situation, its performance and future prospects, the normal (GAS) 17 and the HGB. amount and structure of executive board remuneration in compa- KION GROUP  AG considers that transparency and clarity rable companies and the internal salary structure. The Supervi- surrounding both the remuneration system itself and the remuner- sory Board also takes into account the relationship between the ation of the individual members of the Executive Board and Super- Executive Board remuneration and the remuneration paid to sen- visory Board are fundamental to good corporate governance. ior managers and the German workforce of the Company as a EXECUTIVE BOARD REMUNERATION Remuneration system whole, including changes over the course of time. To this end, the Supervisory Board has decided how the relevant benchmarks are to be defined. Other criteria used to determine remuneration are the individual responsibilities and personal performance of each member of the Executive Board. To review the Executive Board’s remuneration, the Supervisory Board draws on remuner- ation comparisons, particularly comparisons with MDAX compa- nies, and on recommendations from an external remuneration The Supervisory Board of KION GROUP  AG is responsible for consultant who is independent both of the Executive Board and setting and regularly reviewing the total pay of the individual mem- of the KION Group. The Supervisory Board regularly reviews the bers of the Executive Board. According to the rules of procedure structure and appropriateness of Executive Board remuneration. for the Supervisory Board, the Executive Committee prepares all The total remuneration of the Executive Board comprises a Supervisory Board resolutions pertaining to remuneration. non-performance-related salary and non-performance-related The remuneration system described below has applied to the non-cash benefits, performance-related (variable) remuneration members of the KION GROUP AG Executive Board since 1 Jan- and pension entitlements. When setting the variable remunera- uary 2017, replacing the previous remuneration system that had tion, the emphasis is on creating a measurement basis covering a applied from the day after KION GROUP AG’s successful IPO and number of years, thus providing the members of the Executive listing on the Frankfurt Stock Exchange. The remuneration system Board with an incentive to contribute to the sustained and long- applicable since 1 January 2017 was approved by the Annual term growth of the Company. The system specifically allows for General Meeting of KION GROUP AG on 11 May 2017 with a possible positive and negative developments. majority of 71.68 per cent. The Supervisory Board has acknowl- The regular cash remuneration for a particular year, consisting edged these voting results and will continue to review this subject of a non-performance-related fixed annual salary and perfor- going forward. mance-related (variable) remuneration, has a heavy emphasis on As recommended by the Executive Committee, the Super- performance. If the targets set by the Supervisory Board are visory Board approved the remuneration system by adopting completely missed, only the fixed salary is paid. Taking account resolutions at its meetings on 29 June 2016 and 28 Septem- of the cap on one-year and multiple-year remuneration, the cash KION GROUP AG | Annual Report 201748 remuneration consists of the following components in the event Additional special benefits that the targets are significantly exceeded and the share price goes up sufficiently: – 17 to 19 per cent fixed annual salary – 24 to 27 per cent one-year variable remuneration – 54 to 59 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 structured as if he were liable for taxes and social security contributions in Singapore. KION GROUP AG pays the taxes and social security contributions that Mr Quek incurs in China and Germany over The variable components of the cash remuneration make up no and above the taxes that would theoretically apply in Singapore. more than 81 to 83 per cent, of which approximately two-thirds In 2017, this additional amount totalled €1,225  thousand (2016: are multiple-year components. Both the one-year and the €1,278  thousand). The additional benefits also agreed with multiple-year components are linked to key performance indicators Mr Quek include the cost of trips home to Singapore for him and used by the KION Group to measure its success. The remuneration his family, a company car, rental payments in Xiamen, China, and system is thus closely tied to the success of the Company and, private health insurance. In 2017, the additional benefits for with a high proportion of multiple-year variable remuneration, has Mr Quek amounted to a total of €118 thousand (2016: €135 thou- a long-term focus aimed at promoting the KION Group’s growth. sand). These additional benefits will be granted for as long as The pension entitlements consist of entitlements in respect of Mr Quek’s designated place of work is Xiamen or until his service retirement, invalidity and surviving dependants’ benefits. contract with KION GROUP AG ends. Non-performance-related remuneration One-year variable remuneration The Executive Board members of KION GROUP  AG receive non-performance-related remuneration in the form of a fixed The one-year variable remuneration is a remuneration component annual salary (basic remuneration) and additional benefits. The linked to the business profitability and productivity of the KION fixed annual salary is paid at the end of each month in twelve Group in the relevant financial year. Its amount is determined by equal instalments, the last payment being made for the full month the achievement of the following targets: in which the Executive Board service contract ends. The Super- visory Board reviews the basic remuneration at regular intervals and makes adjustments if appropriate. The additional benefits essentially comprise use of a com- pany car and the payment of premiums for accident insurance – Adjusted earnings before interest and taxes (EBIT), weighting – Free cash flow, weighting of 50 per cent of 50 per cent with benefits at a typical market level. The target values for the financial components are derived from the annual budget and specified by the Supervisory Board. Performance-related remuneration No bonus is paid if target achievement is 70 per cent or less The performance-related remuneration components consist of (lower target limit). In cases where the targets are significantly a variable remuneration component measured over one year exceeded (upper target limit of 130 per cent), the bonus can be (short-term incentive) and a variable remuneration component doubled at most (capped at 200 per cent). If the targets derived measured over several years in the form of a rolling performance from the annual budget are achieved in full, target achievement is share plan with a three-year term (long-term incentive). 100  per  cent. The target achievement levels for the weighted targets (adjusted EBIT and free cash flow) are added together to give the total target achievement. The individual performance of the Executive Board members is assessed by the Supervisory Board, which applies a discretionary Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Remuneration report 49 performance multiple with a factor of between 0.7 and 1.3. For In respect of the ROCE target, there is no entitlement if target 2017, the main criteria used to assess individual performance are achievement is 70  per  cent or less. If the target is significantly growth of market share, successful innovations, the Organiza- exceeded (target achievement of 130  per  cent or more), the tional Health Index (OHI) and the integration of Dematic into the entitlement is capped at 200  per  cent. Regarding the relative KION Group. The discretionary performance multiple enables the TSR target, there is no entitlement if KION shares do not out- Supervisory Board to increase or reduce the bonus, calculated perform the MDAX. If the KION shares outperform this index by on the basis of the total target achievement for the financial 20 per cent or more, the entitlement is capped at 200 per cent. If targets derived from the budget, by a maximum of 30 per cent KION shares outperform the MDAX by 6.67  per  cent and the depending on the assessment of individual performance. The ROCE targets defined each year on the basis of the budget are one-year variable remuneration is capped at 200 per cent of the achieved, total target achievement will be 100 per cent. contractual target bonus and is paid subsequent to the adoption The amount paid for each tranche is determined by the final of the annual financial statements relating to the year in question. number of performance shares multiplied by the price of KION In the event that an Executive Board member is not entitled shares (average price over the preceding 60 trading days) at the to remuneration for the entire year on which the calculation is end of the performance period. based, the remuneration is reduced pro rata temporis. Executive Board members’ individual performance is also taken into account in the multiple-year variable remuneration. At Multiple-year variable remuneration the start of the performance period, the Supervisory Board defines targets for the three-year period. For the 2017 to 2019 For the members of the Executive Board, multiple-year variable performance period, the main criteria used to assess individual remuneration has been agreed in the form of a performance performance are – as for the one-year variable remuneration – share plan. A very similar plan is offered to the Group’s senior growth of market share, successful innovations, the Organiza- managers. The basis of measurement has been defined as the tional Health Index (OHI) and the integration of Dematic into the total shareholder return (TSR) for KION shares compared with the KION Group. Depending on achievement of these targets, the MDAX and return on capital employed (ROCE). Each has a Supervisory Board can apply a discretionary factor to make a weighting of 50  per  cent. The annual tranches promised under final adjustment to the calculation of the amount to be paid out at the plan have a term (performance period) of three years and are the end of the performance period by plus or minus 30 per cent, paid at the end of the term, provided the defined targets have although the maximum payment may not exceed 200 per cent of been achieved. the allocation value. At the start of a performance period, a conditional entitlement The plan is a cash-settled long-term incentive plan that to a certain target number of performance shares is granted. This does not include the right to receive any actual shares. Under the preliminary number is calculated by dividing the allocation value requirements of GAS 17, IFRS 2 and the HGB, the total expense set out (in euros) in the service contract for the particular Executive arising from share-based payments and the fair value of the per- Board member by the share price on the relevant date at the start formance share plan on the date of granting must be disclosed. of the performance period. This share price, which is calculated > TABLE 005 to two decimal places, is determined from the average Xetra clos- ing price of KION shares (closing auction prices) on the Frankfurt Stock Exchange (or a successor system that replaces it) over the last 60 trading days prior to the start of the performance period. 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 201750 Performance Share Plan 2015 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 2 (in €) Expense for share-based remuneration in 2016 3 (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 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 TABLE 005 Expense for share-based remuneration in 2017 3 (in thousand €) 1,124 725 10 10 943 749 3,562 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 fair value was calculated using the Monte Carlo method 3 The amount shown for Mr Quek includes a flat-rate allowance of 55 per cent in 2017 (2016: 57 per cent) as part of a tax equalisation agreement 4 Resigned from office on 14/01/2015; Executive Board service contract ended on 31/03/2015. The fair value of the performance share plan on the date of grant was recognised pro rata temporis up to 31/03/2015 Performance Share Plan 2016 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 2 (in €) Expense for share-based remuneration in 2016 3 (in thousand €) Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer 4 Total 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 TABLE 005 Expense for share-based remuneration in 2017 3 (in thousand €) 1,062 708 905 – 339 2,336 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 fair value was calculated using the Monte Carlo method 3 The amount shown for Mr Quek includes a flat-rate allowance of 55 per cent in 2017 (2016: 57 per cent) as part of a tax equalisation agreement 4 All of Dr Toepfer’s entitlements under the performance share plan have expired because he is leaving the Company on 31/03/2018 Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Remuneration report 51 Performance Share Plan 2017 Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer 3 Total 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 €) 1,600 1,000 830 1,000 4,430 29,712 18,570 15,413 18,570 82,265 53.85 53.85 53.85 53.85 TABLE 005 Expense for share-based remuneration in 2017 2 (in thousand €) 650 406 522 0 1,578 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 55 per cent as part of a tax equalisation agreement 3 All of Dr Toepfer’s entitlements under the performance share plan have expired because he is leaving the Company on 31/03/2018 The total expense in 2017 amounted to €7,476 thousand (2016: The Chief Executive Officer has a defined benefit entitlement €9,429 thousand). that was granted in his original service contract and was trans- ferred to his Executive Board service contract when the Company Upper limits on remuneration changed its legal form. The amount of the entitlement is dependent on the number of years of service and amounts to a maximum of In accordance with the DCGK, remuneration is subject to upper 50 per cent of the most recent fixed annual salary awarded in the limits on the amounts payable, both overall and also in terms of original service contract after the end of the tenth year of service. the variable components. The upper limit on the total cash The present value of the previous defined benefit plan for the remuneration to be paid, consisting of the fixed annual salary plus ordinary members of the Executive Board was transferred as a the one-year and multiple-year variable remuneration, equals starting contribution for a new defined contribution pension plan roughly 1.7 times the target remuneration (2016: 1.7 times) – when the Company changed its legal form. The new plan is excluding the non-performance-related non-cash remuneration structured as a cash balance plan and is also applied to new and other benefits paid in that financial year. Both the one-year Executive Board members. and the multiple-year variable remuneration are capped at 200 per cent of the target value. Pension entitlements KION GROUP  AG grants its Executive Board members direct entitlement to a company pension plan consisting of retirement, invalidity and surviving dependants’ benefits. KION GROUP AG | Annual Report 201752 Fixed annual contributions of €250  thousand for Dr Toepfer, pays the Executive Board member compensation for the duration €150  thousand for Dr Böhm and €124.5  thousand for Mr  Quek of the non-compete agreement amounting to 100 per cent of his are paid into their pension accounts for the duration of the mem- final fixed salary. Other income of the Executive Board member is ber’s period of service on the Executive Board. Interest is paid on offset against the compensation. the pension account at the prevailing statutory guaranteed return In the event that Mr Riske’s appointment is not extended for rate for the life insurance industry (applicable maximum interest reasons for which he is not responsible and he has not reached rate for the calculation of the actuarial reserves of life insurers pur- the standard retirement age for the statutory pension or in the suant to section 2 (1) of the German Regulation on the Principles event that Mr Riske resigns for good cause before the end of his Underlying the Calculation of the Premium Reserve (DeckRV)) appointment or suffers permanent incapacity after his period of until an insured event occurs. If higher interest is generated by service as a result of sickness, he will receive transitional benefits investing the pension account, it will be credited to the pension of €300 thousand per annum on the basis of previous contracts. account when an insured event occurs (surplus). The standard Severance payments in the event of early termination of his retirement age for the statutory pension applies. Executive Board appointment without good cause, compensation for the post- members are entitled to early payment of the pension no earlier contractual non-compete agreement, pension benefits that than their 62nd birthday. In the event of invalidity or death while Mr Riske receives due to his previous work for other employers the Executive Board member has an active service contract, the and income from other use of his working capacity (with the contributions that would have been made until the age of 60 are exception of remuneration for work as a member of a supervisory added to the pension account, although only a maximum of ten or advisory board or a board of directors) will be offset against annual contributions will be added. When an insured event these transitional benefits. occurs, the pension is paid as a lump sum or, following a written If an Executive Board member suffers temporary incapacity, request, in ten annual instalments. he will receive his full fixed salary for a maximum period of Termination benefits six months plus the one-year variable remuneration. In the event of temporary incapacity for a further six months, the Executive Board member will receive 80 per cent of his fixed salary, but only In line with the DCGK, all Executive Board service contracts up to a point at which the service contract is terminated. provide for a severance payment equivalent to no more than If an Executive Board member ceases to be employed by two  years’ annual remuneration payable in the event of the the Company as a result of death, the Executive Board member’s contract being terminated prematurely without good cause. The family will be entitled to the fixed monthly remuneration for the amount of annual remuneration is defined as fixed salary plus the month in which the service contract ends and for the three sub- variable remuneration elements, assuming 100  per  cent target sequent months, but only up to the point at which the service achievement and excluding non-cash benefits and other additional contract would otherwise have come to an end. benefits, for the last full financial year before the end of the Exec- utive Board service contract. If the Executive Board service con- Share ownership guidelines tract was due to end within two years, the severance payment is calculated pro rata temporis. If a service contract is terminated for In connection with the updated remuneration system for Execu- good cause for which the Executive Board member concerned is tive Board members that has been in force since 1 January 2017, responsible, no payments are made to the Executive Board mem- the Supervisory Board decided to introduce share ownership ber in question. The Company does not have any commitments guidelines, under which all Executive Board members are required for the payment of benefits in the event of a premature termination to hold shares worth 100  per  cent of their basic remuneration. of Executive Board contracts following a change of control. They have to build up their shareholding to this percentage and Executive Board members are subject to a post-contractual hold the shares for as long as they remain on the Executive Board. non-compete agreement of one year. In return, the Company The obligation to hold the full number of shares begins no later Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Remuneration report 53 than four years after the start of the obligation to hold shares. In Benefits granted pursuant to the DCGK the first four years, they are permitted to increase their shareholding incrementally: they must hold 25  per  cent of the full number of The total remuneration granted to Executive Board members shares no later than twelve months after the start of the obliga- for 2017 was €10,279  thousand (minimum: €4,228  thousand, tion, 50 per cent by the end of the second year and 75 per cent maximum: €16,331 thousand) (2016: €10,442 thousand). Of this by the end of the third year. The Executive Board members held amount, €2,958 thousand (2016: €2,372 thousand) was attribut- the required number of shares as at 31 December 2017 and thus able to fixed non-performance-related remuneration compo- fulfilled this obligation. nents, €6,051  thousand (minimum: €0  thousand, maximum: The relevant number of shares is determined on the basis of €12,102 thousand) (2016: €6,824 thousand) to variable one-year the arithmetic mean (rounded to two decimal places) of the Xetra and multiple-year performance-related remuneration components, closing prices (closing auction prices) of the Company’s shares €186 thousand (2016: €199 thousand) to non-performance- related on the Frankfurt Stock Exchange (or a successor system that non-cash remuneration and other non-performance- related replaces it) over the last 60 trading days prior to the start of the benefits and €1,084 thousand (2016: €1,047 thousand) to the obligation to hold the shares and then rounded to the nearest pension expense in accordance with IFRS. The figure shown for whole number. one-year variable remuneration is based on a target achievement It is not necessary to acquire further shares once the full rate of 100 per cent (minimum: 0 per cent for target achievement number of shares has been reached, nor will there be an obliga- of 70 per cent or less, maximum: 200 per cent for target achieve- tion to purchase additional shares if the share price falls. There ment of 130 per cent or more). The figure shown for multiple-year is only an obligation to purchase additional shares if there is a variable remuneration is the fair value of the performance share change to the fixed annual remuneration in the member’s plans at the date of grant, representing full target achievement Executive Board service contract or if a capital reduction, capital (minimum: zero payment, maximum: 200 per cent of the contrac- increase or stock split takes place. tual allocation value). The additional benefits were measured at the value calculated for tax purposes. > TABLE 006 Remuneration for members of the Executive Board in 2017 In accordance with the recommendations of the DCGK, as amended on 7 February 2017, the remuneration of Executive Board mem- bers is presented in two separate tables. Firstly, the benefits granted for the year under review, including the additional benefits and – in the case of variable remuneration components – the maximum and minimum remuneration achievable are shown. > TABLE 006 Secondly, >  TABLE  007 shows the total remuneration allocated / earned, comprising fixed remuneration, short-term variable remu- neration and long-term variable remuneration, broken down by reference year. KION GROUP AG | Annual Report 201754 Benefits granted in 2017 TABLE 006 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 5 (01/01/2016 – 31/12/2018) Performance share plan 5 (01/01/2017 – 31/12/2019) Total Pension expense 6 Total remuneration Reconciliation to total remuneration as defined by section 285 no. 9a, section 314 (1) no. 6a HGB in conjunction with GAS 17 Gordon Riske CEO of KION GROUP AG 2016 800 20 820 2017 1,100 2017 (Min) 1,100 2017 (Max) 1,100 21 21 21 1,121 1,121 1,121 700 800 1,500 1,600 1,500 3,020 633 1,600 3,521 664 0 0 0 1,121 664 1,600 3,200 3,200 5,921 664 3,653 4,185 1,785 6,585 2,076 2,147 3,547 2,654 2,675 Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer CTO of KION GROUP AG Member of KION GROUP AG Executive CFO of KION GROUP AG Board / Chief Asia Pacific Officer 400 400 1,000 1,000 800 521 515 2,000 1,303 1,287 2016 500 21 521 1,000 1,921 155 2017 575 20 595 1,000 1,995 152 2017 (Min) 575 2017 (Max) 575 20 595 2,000 3,395 152 20 595 0 0 0 595 152 747 2016 572 135 707 1,303 2,532 122 2017 633 118 751 1,287 2,552 124 2017 (Min) 633 118 751 0 0 0 751 124 874 2017 (Max) 633 118 751 1,029 2,573 2,573 4,353 124 4,477 2016 500 2017 650 2017 (Min) 650 2017 (Max) 650 27 677 450 0 23 523 400 1,000 1,000 1,923 1,127 137 145 2,060 1,272 27 677 0 0 677 145 822 27 677 900 0 1,577 145 1,722 Minus the one-year variable remuneration granted – 700 – 800 – 400 – 400 – 521 – 515 – 400 – 450 Plus the expected one-year variable remuneration (allocation) Minus the pension expense Plus the adjustment of the one-year variable remuneration for the previous year Total remuneration as defined by section 285 no. 9a, section 314 (1) no. 6a HGB in conjunction with GAS 17 756 – 633 664 – 664 80 77 432 – 155 332 – 152 563 – 122 427 – 124 432 –137 374 – 145 19 1 80 – 9 45 44 3,156 3,462 1,972 1,928 2,654 2,456 2,000 1,095 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 55 per cent (2016: 57 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 70 per cent or less, maximum: 200 per cent for target achievement of 130 per cent or more) 4 Fair value on the date of grant 5 All of Dr Toepfer’s entitlements under the performance share plan have expired because he is leaving the Company on 31/03/2018 6 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009 Annual Report 2017 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 55 Benefits granted in 2017 TABLE 006 Dr Eike Böhm Ching Pong Quek CTO of KION GROUP AG Member of KION GROUP AG Executive Board / Chief Asia Pacific Officer Dr Thomas Toepfer CFO of KION GROUP AG 2016 500 21 521 2017 575 20 595 400 400 1,000 1,000 1,000 1,921 155 1,000 1,995 152 3,653 4,185 1,785 6,585 2,076 2,147 2017 (Min) 575 2017 (Max) 575 2016 572 135 707 2017 633 118 751 20 595 800 521 515 2,000 1,303 1,287 1,303 2,532 122 2,000 3,395 152 1,287 2,552 124 3,547 2,654 2,675 20 595 0 0 0 595 152 747 2017 (Min) 633 118 751 0 0 0 751 124 874 2017 (Max) 633 118 751 1,029 2,573 2,573 4,353 124 4,477 2016 500 2017 650 2017 (Min) 650 2017 (Max) 650 27 677 450 0 23 523 400 1,000 1,000 1,923 1,127 137 145 2,060 1,272 27 677 0 0 677 145 822 27 677 900 0 1,577 145 1,722 Minus the one-year variable remuneration granted – 700 – 800 – 400 – 400 – 521 – 515 – 400 – 450 432 – 155 332 – 152 563 – 122 427 – 124 432 –137 374 – 145 19 1 80 – 9 45 44 3,156 3,462 1,972 1,928 2,654 2,456 2,000 1,095 in thousand € Non-performance- related components Short-term One-year variable incentive remuneration 2 , 3 Multiple-year variable remuneration 2 , 4 Share-based Performance share plan 5 Performance- related components long-term incentive Fixed remuneration Non-cash remuneration and other benefits 1 Total (01/01/2016 – 31/12/2018) Performance share plan 5 (01/01/2017 – 31/12/2019) Total Pension expense 6 Total remuneration Reconciliation to total remuneration as defined by section 285 no. 9a, section 314 (1) no. 6a HGB in conjunction with GAS 17 Gordon Riske CEO of KION GROUP AG 2016 800 20 820 1,500 3,020 633 2017 1,100 2017 (Min) 1,100 2017 (Max) 1,100 21 21 21 1,121 1,121 1,121 0 0 0 1,600 3,200 3,200 5,921 664 1,600 3,521 664 1,121 664 700 800 1,500 1,600 Plus the expected one-year variable remuneration (allocation) Minus the pension expense Plus the adjustment of the one-year variable remuneration for the previous year Total remuneration as defined by section 285 no. 9a, section 314 (1) no. 6a HGB in conjunction with GAS 17 756 – 633 664 – 664 80 77 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 55 per cent (2016: 57 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 70 per cent or less, maximum: 200 per cent for target achievement of 130 per cent or more) 4 Fair value on the date of grant 5 All of Dr Toepfer’s entitlements under the performance share plan have expired because he is leaving the Company on 31/03/2018 6 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009 KION GROUP AG | Annual Report 2017 56 Allocation pursuant to the DCGK non-performance-related non-cash remuneration and other non-performance-related benefits and €1,084  thousand (2016: The total remuneration allocated to / earned by Executive Board €1,047  thousand) to the pension expense in accordance with members for 2017 was €15,209 thousand (2016: €13,501 thou- IFRS. The figure shown for one-year variable remuneration is sand). Of this amount, €2,958 thousand (2016: €2,372 thousand) derived from a preliminary total target achievement rate of about was attributable to fixed non-performance-related remuneration 95 per cent based on the budgeted figure. This target achieve- components, €10,981 thousand (2016: €9,883 thousand) to var- ment rate was calculated using preliminary earnings figures at iable one-year and multiple-year performance-related remunera- the beginning of 2018 and equates to a payout of around tion components, €186  thousand (2016: €199  thousand) to 83 per cent of the target value for one-year variable remuneration. Allocation in 2017 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 (01/01/2014 – 31/12/2016) Performance share plan (01/01/2015 – 31/12/2017) Total Pension expense 4 Total remuneration Gordon Riske CEO of KION GROUP AG Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer CTO of KION GROUP AG Member of KION GROUP AG Executive CFO of KION GROUP AG Board / Chief Asia Pacific Officer 2016 800 20 820 833 3,000 3,000 4,653 633 5,286 2017 1,100 21 1,121 664 3,000 3,000 4,785 664 5,449 2016 500 21 521 433 0 954 155 1,109 2017 575 20 595 332 1,611 1,611 2,538 152 2,690 2016 572 135 707 554 2,586 2,586 3,848 122 3,970 2017 633 118 751 427 2,573 2,573 3,751 124 3,874 2016 500 23 523 476 2,000 2,000 2,999 137 3,136 TABLE 007 2017 650 27 677 374 2,000 2,000 3,051 145 3,196 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 2016 is the actual amount paid out, which differs from the estimated value listed in the 2016 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 2016 consolidated financial statements. 4 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009 Annual Report 2017 | KION GROUP AG CORPORATE GOVERNANCE Remuneration report 57 This preliminary variable remuneration for each Executive Board period. The value shown for 2017 is also calculated on the basis member is also subject to adjustment by the Supervisory Board of a preliminary total target achievement rate of about 126 per cent in line with the individual performance of the Executive Board and is subject to the performance-based adjustment made by the member. This adjustment may vary by plus or minus 30 per cent Supervisory Board (using a discretionary performance multiple) of the variable remuneration. for individual Executive Board members. Based on the conditions For the multiple-year variable remuneration, a payment from of the plan at the grant date, this performance-based adjustment the 2015 tranche of the performance share plan will be made in may vary by plus or minus 20 per cent. spring 2018 on the basis of the achievement of the long-term The additional benefits were measured at the value calcu- targets that were defined in 2015 at the start of the performance lated for tax purposes. > TABLE 007 Allocation in 2017 in thousand € Non-performance- related components Fixed remuneration Non-cash remuneration and other benefits 1 Total Short-term incentive One-year variable remuneration 2 Multiple-year variable remuneration Share-based Performance share plan 3 Performance- related components long-term incentive (01/01/2014 – 31/12/2016) Performance share plan (01/01/2015 – 31/12/2017) Total Pension expense 4 Total remuneration 2016 800 20 820 833 3,000 3,000 4,653 633 5,286 2017 1,100 21 1,121 664 3,000 3,000 4,785 664 5,449 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 2016 is the actual amount paid out, which differs from the estimated value listed in the 2016 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 2016 consolidated financial statements. 4 Service cost (IAS); the service cost in accordance with the HGB is shown in TABLE 009 Gordon Riske CEO of KION GROUP AG Dr Eike Böhm Ching Pong Quek CTO of KION GROUP AG Member of KION GROUP AG Executive Board / Chief Asia Pacific Officer Dr Thomas Toepfer CFO of KION GROUP AG 2016 500 21 521 433 0 954 155 1,109 2017 575 20 595 332 1,611 1,611 2,538 152 2,690 2016 572 135 707 554 2,586 2,586 3,848 122 3,970 2017 633 118 751 427 2,573 2,573 3,751 124 3,874 2016 500 23 523 476 2,000 2,000 2,999 137 3,136 TABLE 007 2017 650 27 677 374 2,000 2,000 3,051 145 3,196 KION GROUP AG | Annual Report 2017 58 The payments to be made in spring 2018 to two former members In addition to the remuneration described above for Mr  Knoef of the Executive Board from the 2015 tranche of the performance and Mr Maurer, the total remuneration paid to former members share plan were also calculated on the basis of a preliminary total of the Executive Board amounted to €254  thousand in 2017 target achievement rate of about 126 per cent and amount to (2016: €249 thousand). Provisions for defined benefit obligations €333 thousand. Of this total, €167 thousand is attributable to to former members of the Executive Board or their surviving Mr Knoef and €167 thousand to Mr Maurer. dependants amounting to €9,765 thousand (2016: €9,791 thou- The table below shows the pension contributions (additions sand) were recognised in accordance with IAS 19. to the plan) attributable to each individual Executive Board mem- In the year under review, no advances were made to mem- ber and their separate present values in accordance with IFRS bers of the Executive Board, and there were no loans. and in accordance with HGB > TABLE 008 – 009. Pension entitlements under IFRS TABLE 008 in thousand € Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer Service cost 2017 Service cost 2016 Present value (DBO) 31/12/2017 Present value (DBO) 31/12/2016 664 152 124 145 633 155 122 137 6.491 364 557 864 6.168 222 446 615 Pension entitlements under HGB TABLE 009 in thousand € Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer Service cost 2017 Service cost 2016 Present value (DBO) 31/12/2017 Present value (DBO) 31/12/2016 460 133 98 156 481 139 102 107 4,872 326 505 738 4,176 191 347 527 Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Remuneration report 59 SUPERVISORY BOARD REMUNERATION Remuneration system Based on the consultant’s findings, some aspects of the remuneration system for the Supervisory Board of KION GROUP AG were amended. Based on a resolution adopted by the Annual General Meeting on 11 May 2017, the fixed annual remuneration of ordinary members was increased from €45,000 to €55,000 as at 1 June 2017. The chairman of the The Supervisory Board’s remuneration is defined in article 18 of Supervisory Board receives three times the amount of an ordi- KION GROUP  AG’s articles of incorporation. Members of the nary member, i.e. €165,000, and his deputy receives two times Supervisory Board receive fixed remuneration plus reimburse- the amount of an ordinary member, i.e. €110,000. ment of out-of-pocket expenses. Additional remuneration is paid In view of the increased responsibility attaching to Audit for being a member or chairman of a committee, although this Committee membership and thus the greater amount of time that does not apply in the case of the Nomination Committee or the members are required to dedicate, the remuneration of ordinary Mediation Committee pursuant to section 27 (3) of the German Audit Committee members was raised from €8,000 to €15,000 Codetermination Act (MitbestG). If a member of the Supervisory and that of the Audit Committee chairman from €16,000 to Board or one of its committees does not hold their position for a €45,000; his deputy receives two times the amount of an ordinary full financial year, remuneration is reduced pro rata temporis. The member, i.e. €30,000. members of the Supervisory Board receive an attendance fee per Furthermore, the attendance fee for meetings of the day for meetings of the Supervisory Board and its committees, Supervisory Board and its committees was increased from although they only receive this amount once if they attend more €1,250 to €1,500. than one meeting on the same day. The Company reimburses each member for any VAT incurred As the general parameters had not changed significantly in connection with his or her remuneration. since the remuneration arrangements applicable to the Supervi- A D&O insurance policy without an excess has been taken sory Board until 31 May 2017 which had been decided upon out for the members of the Supervisory Board. immediately prior to the IPO of KION GROUP AG in June 2013, the Supervisory Board decided it would be appropriate to also review its own remuneration in 2016, in addition to that of the Executive Board. To this end, a remuneration consultant who was independent of the Supervisory Board and the KION Group was commissioned to examine the appropriateness and market con- formity of Supervisory Board remuneration at KION GROUP AG. KION GROUP AG | Annual Report 201760 Remuneration paid to members of the Supervisory Board in 2017 In 2017, no company in the KION Group paid or granted any remuneration or other benefits to members of the Supervisory Board for services provided as individuals, such as consulting or The total remuneration paid to the Supervisory Board in 2017 was brokerage activities. Nor were any advances or loans granted to €1,386,416.67. Of this amount, €954,583.33 was attributable to members of the Supervisory Board. remuneration for activities carried out by the Supervisory Board. The remuneration paid for committee work (including attendance fees) totalled € 431,833.33. The following table shows the break- down of remuneration paid to each Supervisory Board member for 2017: > TABLE 010 Annual Report 2017 | KION GROUP AGCORPORATE GOVERNANCE Remuneration report 61 Supervisory Board remuneration TABLE 010 Dr John Feldmann (chairman) €140,000.00 €28,083.33  €21,000.00 €189,083.33  Fixed remuneration Committee remuneration Attendance fee Total remuneration Joachim Hartig (until 11/05) €18,750.00  €3,333.33  Behrendt, Birgit Holger Brandt (until 11/05) Dr Alexander Dibelius Stefan Casper (from 11/05) Denis Heljic Jiang Kui * Olaf Kunz Milla, Jörg Özcan Pancarci Dr Frank Schepp (from 11/05) Hans Peter Ring Dr Christina Reuter Alexandra Schädler Tan Xuguang * Claudia Wenzel (committee from 11/05) Xu, Ping * Total * Withholding tax (pursuant to section 50a of the German Income Tax Act (EStG)) incl. the reunification surcharge was also paid over in the following amounts: €50,833.33  €18,750.00  €50,833.33  €35,833.33  €50,833.33  €50,833.33  €50,833.33  €50,833.33  €95,416.67  €35,833.33  €50,833.33  €50,833.33  €50,833.33  €50,833.33  €50,833.33  €50,833.33  – – €8,000.00  – €8,000.00  €8,000.00  €8,000.00  €12,083.33  €5,000.00 €9,750.00 €3,750.00 €16,750.00 €14,750.00 €24,250.00 €15,500.00 €20,000.00 €24,000.00 €27,083.33  €60,583.33  €22,500.00  €75,583.33  €50,583.33  €83,083.33  €74,333.33  €78,833.33  €86,916.67  €8,000.00 €24,250.00 €127,666.67  – €13,250.00 €49,083.33  €40,916.67 €21,000.00 €112,750.00 – €9,750.00 €20,833.33 €24,000.00 – €2,750.00 €5,333.33 €21,750.00 – €9,750.00 €60,583.33  €95,666.67  €53,583.33  €77,916.67  €60,583.33  €954,583.33  €150,583.33  €281,250.00 €1,386,416.67  €70,616.31  €3,704.46 €12,965.62 €87,286.39  KION GROUP AG | Annual Report 2017Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Contents 63 COMBINED MANAGEMENT REPORT 64 65 65 73 76 78 78 81 99 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 104 Non-financial performance indicators 111 OUTLOOK, RISK REPORT AND OPPORTUNITY REPORT 111 113 120 Outlook Risk report Opportunity report KION GROUP AG | Annual Report 201764 Preliminary remarks COMBINED MANAGEMENT REPORT The management report published in the 2017 annual report combines the group management report and the management report of KION GROUP AG. Unless stated otherwise, the descrip- tion of the course of business (including business performance), position and expected development refers both to the Group and to KION GROUP  AG. Sections that only contain information on KION GROUP AG are indicated as such. The report on the eco- nomic position includes a separate section containing disclo- sures for KION GROUP AG in accordance with the German Com- mercial Code (HGB). Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Preliminary remarks Fundamentals of the KION Group 65 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 Cor- The KION Group is one of the world’s leading suppliers of integrated porate Governance Code (DCGK) provides the framework for supply chain solutions. Its portfolio encompasses forklift trucks, management and control. As required by section 289f and sec- warehouse technology and supply chain solutions, including the tion 315d of the German Commercial Code (HGB), the corporate related services. Across more than 100 countries worldwide, the governance standards that the Group applies are set out in the KION Group designs, builds and supports logistics solutions that declaration on corporate governance. This declaration also con- optimise material and information flow within factories, warehouses tains the comply-or-explain statement pursuant to section 161 and distribution centres. The Group is the largest manufacturer of AktG, which was issued by the Executive Board and Supervisory industrial trucks in Europe, the second-largest producer of forklifts Board of KION GROUP  AG on 13 / 18 December 2017, and the globally and a leading provider of automation technology. corporate governance report pursuant to section 3.10 of the The Linde and STILL brands serve the premium industrial German Corporate Governance Code, which also provides truck segment. Baoli focuses on industrial trucks at the lower end information about the compliance standards in the Group. The of the volume segment and in the economy segment. Among declaration on corporate governance can be viewed and down- KION’s regional industrial truck brand companies, Fenwick is the loaded on the Company’s website. It also forms part of this annual largest supplier of material handling products in France, OM report and is a component of the combined management report. STILL is a market leader in Italy and OM Voltas is a leading pro- The essential features of the remuneration system are vider of industrial trucks in India. Dematic is a leading global sup- described in the remuneration report, which is part of the 2017 plier of integrated automation technology, software and services combined management report and can be found in the ‘Remu- for optimising supply chains. More than 1.3  million industrial neration report’ section of this annual report. The total amounts trucks and over 6,000 installed systems are deployed by cus- for Executive Board remuneration and Supervisory Board remu- tomers in all industries and of all sizes on six continents. neration are reported in the notes to the consolidated financial The KION Group comprises the parent company KION statements (note [45]). GROUP AG, which is a public limited company under German law, and its subsidiaries. The KION Group’s strategic manage- Disclosures relevant to acquisitions ment holding company, KION GROUP  AG, is listed on the Frankfurt Stock Exchange and is part of the MDAX, the STOXX The disclosures relevant to acquisitions (pursuant to section 315a Europe 600 and the FTSE Euro Mid Cap. Details of treasury and section 289a HGB) together with the explanatory report form shares (pursuant to section 160 (1) no. 2 of the German Stock an integral part of the combined management report and can be Corporation Act (AktG)) are provided in note [28] ‘Equity’ in the found in the ‘Disclosures relevant to acquisitions’ section of this notes to the consolidated financial statements. annual report. The parent company of KION GROUP AG is Weichai Power (Luxembourg) Holding S.à r.l., Luxembourg, a subsidiary of Non-financial declaration Weichai Power Co. Ltd., Weifang, China, which held 43.3 per cent of the shares at the end of 2017 as far as the Company is aware. A separately published sustainability report provides detailed The free float accounted for 56.6 per cent of the shares, while the information on the sustainable management of the KION Group. remaining 0.1 per cent were treasury shares. The report for the year under review contains, for the first time, the KION Group’s non-financial declaration as required under the KION GROUP AG | Annual Report 201766 German law to implement the corporate social responsibility the KION Americas Operating Unit in the Industrial Trucks & (CSR) directive. The declaration focuses on targets, action steps Services segment. and due diligence processes relating to the key environmental, In November 2017, KION GROUP AG announced that Dr Thomas social and employee-related aspects of the KION Group’s busi- Toepfer would be leaving the Company on 31 March 2018 in ness model, the observation of human rights and the fight against order to take on a new role outside the KION Group. corruption and bribery. The Group Executive Committee (GEC) advises the Execu- In accordance with the statutory disclosure deadlines defined tive Board of KION GROUP  AG and provides input from the in section 325 HGB, the KION Group publishes its annual sustain- Operating Units. The committee comprises the Executive Board ability report (including the non-financial report) by no later than members as well as the presidents of the Operating Units. the end of April each year on its website, where it will remain avail- The Executive Board maintains a relationship of trust with, able for at least ten years. and is monitored by, the Company’s Supervisory Board. Executive Board Supervisory Board The Executive Board of KION GROUP AG is responsible for the The Supervisory Board, which was formed in accordance with the operational management of the KION Group. As before, it had German Codetermination Act (MitbestG), comprises 16 people. It four members at the end of 2017. As at 31 December 2017, the advises the Executive Board in its handling of significant matters responsibilities of the Executive Board members were as follows: and business transactions. To increase the efficiency of its work, – Gordon Riske, Chief Executive Officer (CEO), was respon- sible for the LMH EMEA and STILL EMEA Operating Units the Supervisory Board is supported by four standing committees: the Nomination Committee, the Executive Committee, the Audit Committee and the Mediation Committee. in the Industrial Trucks & Services segment and the The term of office of the members of the Supervisory Board Dematic Operating Unit. He also remained in charge of the ended at the Annual General Meeting on 11 May 2017. All of the following group functions: corporate strategy, corporate existing shareholder representatives were re-elected by the communications, corporate office, internal audit and cor- Annual General Meeting for a further five years. Dr Frank Schepp porate compliance. In addition, he took on responsibility and Stefan Casper were elected as employee representatives, for the Digitalization@KION initiative. – Dr Eike Böhm, in his role as Chief Technology Officer (CTO), had groupwide responsibility for research and development (R&D) in the areas of industrial trucks and supply chain solutions including modules & components, for software development, procurement and quality. – Ching Pong Quek, Chief Asia Pacific Officer, headed up the KION APAC Operating Unit and thus the entire Asia business within the Industrial Trucks & Services segment. – Dr Thomas Toepfer was Chief Financial Officer (CFO) and his responsibilities included corporate accounting & tax, financial replacing Holger Brandt and Joachim Hartig. At the constitutive meeting held after the Annual General Meeting, the Supervisory Board re-elected Dr John Feldmann as chairman. Business model and organisational structure The KION Group’s business model is designed so that customers of all sizes and from all kinds of industries can obtain the full spec- trum of material handling products and services from a single source. Thanks to its broad technology base, diversified product services, corporate finance, corporate controlling, corporate portfolio and worldwide service network, the KION Group has the HR / Labour Relations Director, legal affairs, KION Group IT, most comprehensive portfolio of such products and services in data protection, health, safety & environment and logis- the market. tics / Urban. He also took over responsibility from Mr Riske for The KION Group’s market activities are divided into five Operating Units: LMH EMEA, STILL EMEA, KION APAC, KION Americas Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Fundamentals of the KION Group 67 and Dematic. LMH EMEA and STILL EMEA each concentrate on Industrial Trucks & Services segment Europe, the Middle East and Africa. KION APAC and KION Amer- icas hold cross-brand responsibility for industrial truck business The Industrial Trucks & Services segment encompasses the in the Asia-Pacific region and the Americas respectively. Dematic activities of the international brand companies Linde, STILL and is the global supply chain solutions business. While the Operating Baoli, the local brand companies Fenwick, OM STILL and OM Units have full operational and commercial responsibility within Voltas plus the financial services business. their markets, KION GROUP  AG is the strategic management Linde is an international premium brand and technology holding company and is responsible for the groupwide strategy leader that meets customers’ most sophisticated requirements and groupwide business standards. regarding technology, efficiency, functionality and design. In For internal management purposes, the KION Group has France, Linde products are sold under the Fenwick brand. divided its operating business into two segments that correspond STILL is predominantly an international premium provider of to the segments as required by international financial reporting trucks with electric and diesel-electric drives. It mainly focuses on standards (IFRS 8). The industrial truck business, including the the European and Latin American markets, with the national supporting financial services, is shown in the Industrial Trucks & brand OM STILL serving the Italian market. Services segment, while activities focusing on end-to-end solutions Baoli is the international brand for the lower end of the volume make up the Supply Chain Solutions segment. The two operating segment and the economy segment. segments complement each other because they both have a strong OM Voltas is the national brand company for the Indian market position and regional presence. The Corporate Services market, through which the KION India Pvt. Ltd. subsidiary segment comprises the other activities and holding functions of the manufactures and sells electric and IC forklift trucks and ware- KION Group. These include service companies that provide house trucks. services such as IT and logistics across all segments. > TABLE 011 Segment overview in € million Industrial Trucks & Services Supply Chain Solutions Corporate Services Consolidation / reconciliation Total Revenue Adjusted EBIT ¹ Employees ² 2017 5,630.9 2,006.3 266.6 – 250.3 7,653.6 2016 5,202.6 366.0 242.0 – 223.4 5,587.2 2017 640.1 181.4 530.7 – 586.5 765.6 2016 586.9 6.0 305.9 – 361.5 537.3 2017 24,090 6,820 698 – 31,608 30,544 TABLE 011 2016 23,064 6,810 670 – 1 Adjusted for PPA items and non-recurring items 2 Number of employees (full-time equivalents) as at balance sheet date 31/12/ KION GROUP AG | Annual Report 201768 KION Financial Services (FS) is an internal funding partner for the and staffed by approximately 17,800 service employees. Just Industrial Trucks & Services segment, providing finance solutions under half of them are employed by the KION Group. In other to support sales. Its activities comprise the financing of long-term cases, the Operating Units rely on external dealers. leasing business for external customers, the internal financing of The worldwide vehicle fleet, which comprised more than the short-term rental business and the related risk management. 1.3 million industrial trucks at the end of 2017, provides a stable In the large sales markets with a high volume of financing and basis for the spare parts, maintenance and repair business. The leasing, legally independent FS companies handle this business. service business, which includes financial services, helps to So that it can fully cater to the needs of material handling customers smooth out fluctuations in the segment’s revenue and reduces worldwide, the business model of the Industrial Trucks & Services dependency on market cycles. This business also strengthens segment covers key steps of the value chain: product develop- customer relationships, thereby helping to generate sales of new ment, manufacturing, sales and logistics, spare parts business, trucks. Extensive supplementary services are offered, mainly for truck rental and used truck businesses, fleet management and premium products. However, the proportion of service business financial services that support the core industrial truck business. is continually increasing in the other price segments too. The segment earns just over half of its revenue by selling There are also individual orders for repairs and maintenance industrial trucks. The product portfolio includes counterbalance work as well as for spare parts. In addition, the segment looks trucks powered by an electric drive or internal combustion engine, after entire customer fleets, using special software to monitor the warehouse trucks (ride-on and hand-operated) and towing vehi- trucks in the fleets and to enable customers to efficiently manage cles for industrial applications. It covers all load capacities, from their fleets. one to 18 tonnes. Worldwide research and development activities The Operating Units also have extensive rental truck and used enable the Industrial Trucks & Services segment to consolidate its truck businesses, allowing peaks in capacity requirements to be technology leadership, which it is extending in the areas of inno- met and customers to be supported after their leases have expired. vative, energy-efficient and low-emission drive technologies and Financial services support new truck business in many mar- hydrostatic and diesel-electric drive systems. In this field, the kets, forming another pillar of the service business. About half of KION Group operates a total of 16 production facilities for indus- all new trucks are financed via the KION Group itself or via exter- trial trucks and components in eight countries. So that it can nal banks and financing partners. Offering financial services is ensure security of supply and the availability of spare parts for therefore part of the truck sales process. End customer finance is important components in order to meet customers’ specific generally linked to a service contract throughout the term of the requirements, the segment manufactures major components finance agreement. In the main sales markets with a high volume itself – notably lift masts, axles, counterweights and safety equip- of financing and leasing, financial activities are handled by legally ment. Other components – such as hydraulic components, elec- independent financial services companies. These activities tronic components, rechargeable batteries, engine components include long-term leasing to customers and internal financing of and industrial tyres – are purchased through the global procure- the Operating Units’ short-term rental fleets. ment organisation. As a rule, industrial trucks are built according to the customer’s Supply Chain Solutions segment individual specifications. Advantages for customers in terms of total cost of ownership (TCO) underpin the international Linde The Supply Chain Solutions segment is a leading global supplier and STILL brands’ premium positioning. The trucks’ hallmarks of integrated automation technology, software and services for are cost-efficiency, high productivity and high residual values. optimising supply chains. Since the start of 2018, all solutions The international Baoli brand serves the lower end of the volume have been marketed under the central Dematic brand, including segment and the economy segment. those previously sold under the Egemin Automation and NDC The segment is underpinned by an extensive sales and service Automation product brands. network comprising around 1,400 outlets in over 100 countries Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Fundamentals of the KION Group 69 Manual and automated solutions are provided for all functions are manufactured inhouse at ten production facilities or, in some along customers’ supply chains, from goods inward and multishuttle cases, by quality-assured third parties. warehouse systems to picking, automated palletising and auto- The breadth of this offering allows the segment to offer a one- mated guided vehicle systems. Picking equipment controlled by stop shop for modernisation work and services (customer ser- radio, voice or light is available for nearly all goods and packaging vices), which usually cover the entire lifetime of an installation. The types, whether it is used for case, individual item, split-case or installed base of more than 6,000 systems provides significant pallet picking. Automated storage and retrieval systems (ASRS) potential for this business, including on-site support provided by such as RapidStore and high-performance picking stations approximately 1,300 employees (not including back-office staff) in (RapidPick) can be used to achieve very fast throughput times over 20 countries. > DIAGRAM 003 and picking rates. In 2017, an ultracompact order picking system was added under a global partnership with AutoStore® that enables significantly more inventory to be stored within the same floor space. At the same time, cross-docking solutions increase the efficiency of the system as a whole by eliminating the unnecessary handling and storage of goods. Real-time management of the supply chain solutions is based on the proprietary, software platform Dematic iQ, which can be easily integrated into customers’ existing application landscape. Dematic iQ offers much more than traditional warehouse man- agement systems, helping with the data-based optimisation of all processes to ensure seamless order processing. It also supports performance management functions for measuring and con- trolling performance. The segment is primarily involved in customer-specific, longer-term project business. With global resources, ten produc- tion facilities worldwide and regional teams of experts, Dematic is able to plan and implement logistics solutions with varying degrees of complexity anywhere in the world. The (new) project business (business solutions) covers every phase of a new installation: analysis of the customer’s needs and the general parameters, provision of appropriate advice, computer simulation of bespoke intralogistics solutions in the customer’s individual environment, technical planning and design of the sys- tem, implementation of the control technology and its integration into the customer’s existing IT infrastructure, site and project man- agement, plant monitoring and support for the customer during implementation of the system, including training for the workforce. The system components, which are specified in detail for each customer project, such as automatic guided vehicles, palletisers, storage and picking equipment including auto- mated storage and retrieval systems, sorters and conveyors, KION GROUP AG | Annual Report 201770 Production sites of the KION Group Production sites of the KION Group DIAGRAM 003 Dinklage 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 France Xiamen: Counterbalance trucks with electric drive or IC engine, heavy trucks, warehouse technology Germany Aschaffenburg: Counterbalance trucks with electric drive or IC engine Dinklage: Counterweights for forklift trucks, construction equipment and cranes, component production Geisa: Component production Châtellerault: Warehouse technology India Pune: Counterbalance trucks with electric drive or IC engine, warehouse technology 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 center, component production Reutlingen: Very narrow aisle trucks Weilbach: Component production United States Summerville: Counterbalance trucks with electric drive or IC engine, warehouse technology Annual Report 2017 | KION GROUP AGSupply Chain Solutions Australia Sydney: Conveyor and sortation systems, automated guided vehicle systems, system components and racking Belgium Zwijndrecht: Automated guided vehicle systems China Suzhou: Conveyor, sortation, storage and retrieval systems Germany Bielefeld: Sortation systems Offenbach: Conveyor, sortation, storage and retrieval systems Italy Milan: Sortation systems Mexico Monterrey: Conveyor, sortation, storage and retrieval systems United States Grand Rapids: Conveyor, sortation, storage and retrieval systems, system components Holland: Automated guided vehicle systems Salt Lake City: Conveyor, sortation, storage and retrieval systems, automated guided vehicle systems, system components Pune COMBINED MANAGEMENT REPORT Fundamentals of the KION Group 71 Holland Grand Rapids Salt Lake City Summerville Monterrey Indaiatuba Jingjiang Suzhou Xiamen Sydney KION GROUP AG | Annual Report 201772 Market and influencing factors Regulatory frameworks have a major impact on the business model, both in the Industrial Trucks & Services segment and in According to the KION Group’s estimates, the material handling the Supply Chain Solutions segment. The products and services market – comprising forklift trucks, warehouse technology and of companies in the KION Group have to comply with the specific supply chain solutions – has expanded at a faster rate than global legal requirements in their respective markets. Compliance with economic growth over the past five years. The value of the market the different requirements has to be verified or certified. Many of has increased at an average annual rate of more than 6 per cent. the legal requirements are enshrined in product-specific stand- Of the relevant market volume, almost 60  per  cent is esti- ards and other norms (e.g. EN, ISO and DIN). mated to be attributable to industrial trucks and related services, Legal requirements also apply to the construction and oper- which are essential elements in the production and logistics pro- ation of production facilities, including in relation to air pollution cesses of many manufacturers as well as in the wholesale and avoidance, noise reduction, waste production & disposal and retail sectors. The remaining market volume is accounted for by health & safety. The KION Group fulfils all of these requirements supply chain solutions, the growth of which is fuelled in no small as well as all the legal provisions pertaining to exports and part by the increasing automation and digitalisation of production financing business. and logistics processes in various industries. The main overarching growth drivers are the advancing interconnectivity of the global Influencing factors in the Industrial Trucks & Services segment economy and additional transport services between ever-more fragmented value chains and supply chains, which necessitate In recent years, the value of the global market for industrial trucks decentralised warehouse and logistics capacity. The strong has increased by around 4 to 5 per cent per year. This is due in growth of e-commerce and the increasing prevalence of multi- equal measure to the growth in the volume of new truck business channel approaches in all kinds of industries are boosting capital and the overall rise in the contribution from the service business. expenditure on the reconfiguration of supply chains. Stimulus Measured in terms of units ordered, 38 per cent of the global also comes from the growing use of electric industrial trucks and market was attributable to IC counterbalance trucks in 2017, new drive solutions, such as lithium-ion technology. while electric forklift trucks accounted for 17 per cent and ware- The market as a whole is exposed to cyclical fluctuations. house trucks for 45  per  cent. IC trucks continue to make up a Economic conditions in the different regions and the rates of comparatively high proportion of the total volume in growth growth in global trade therefore have a major influence on custom- regions. However, the most dynamic growth in the new truck ers’ willingness to invest. Nevertheless, there are cyclical differ- business in recent years has been for forklift trucks and ware- ences between the segments. Historically, new business in the house trucks powered by an electric motor. Much of the additional ITS segment has shown a very strong correlation with the perfor- volume is attributable to the electrification of manual hand pallet mance of broad economic indicators, such as industrial output. trucks, which have been replaced by entry-level trucks in the By contrast, the SCS segment tends to be less cyclical owing to lower weight categories. The use of new drive technologies, such longer projects that often last several years. In both segments, as lithium-ion drive systems, is also rising steadily. Moreover, the service business is generally more stable as it is linked to the driverless transport solutions developed by automating standard installed base of trucks and systems. The economic situation is warehouse trucks are becoming more and more appealing also affected by competition levels, exchange rates and changes to customers. in commodity prices. Economic trends within individual customer The upper price segment continues to benefit from cus- segments are another important factor. The most significant of tomers’ growing requirements regarding the quality, efficiency these are manufacturing, the food industry, general merchan- and eco-friendliness of industrial trucks and from higher expecta- dise and grocery wholesale and retail, logistics services and tions in terms of service, availability of spare parts and flexible e-commerce, which has the highest growth rates. rental solutions. In this segment, customers are much more focused than before on optimising total cost of ownership and, Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Fundamentals of the KION Group 73 increasingly, on the ability to integrate the trucks into fully auto- Market position mated intralogistics solutions. At the same time, there is mounting competitive pressure worldwide as some manufacturers in the In 2017, the Industrial Trucks & Services segment achieved a economy segment based in emerging markets are pursuing an 14.4  per  cent share of the global market based on unit sales international expansion strategy. In mature markets and, increas- (2016: 15.0 per cent) and is thus the second-largest manufacturer ingly, in growth regions, the large number of trucks in use also of industrial trucks. At the same time, the KION Group is the provides a strong base for replacement business and rising world’s leading producer of electric forklift trucks. It remained the demand for services. market leader in Europe. In China, it is still the leading foreign manufacturer and number three overall. The KION Group is also Influencing factors in the Supply Chain Solutions segment among the leading providers in Brazil and India. According to the KION Group’s estimates, the market for supply Supply Chain Solutions segment (Dematic) is among the three chain solutions has expanded at twice the rate of the market for largest suppliers. Dematic has a global presence and is a leading industrial trucks and services over the past five years owing to provider of automated technology for supply chains, automated growing demand in the main customer industries. Both the pro- warehouse systems and automated guided vehicle systems. In a ranking compiled by Modern Materials Handling, the ject business (business solutions) and downstream services (customer services) contributed to this expansion. The service business benefits from the ever-larger installed base and the trend towards the outsourcing of logistics processes. The growth of e-commerce has a major influence on demand for supply chain solutions, including warehouse automation and STRATEGY OF THE KION GROUP solutions for sorting and for automated goods transport. Strategic activities in 2017 According to market analysis by the Ecommerce Foundation, global online trading (B2C) expanded at an average rate of around The focus in the 2017 reporting year was on implementing 15 per cent between 2013 and 2017. Increasing complexity, cost strategic measures under the Strategy 2020. pressures and shifting customer expectations require shorter In the context of its overarching growth initiatives, the KION lead times, a more efficient flow of goods, a wider product range Group made improvements to its production operations and its and process reliability. This is pushing up demand for decentral- sales and brand strategies in order to support joint business ised warehouse and logistics capacity that enables faster deliveries development. As part of this process, the Stříbro site in the and, due to automated processes, keeps down personnel Czech Republic is being expanded to include a new plant for expenses and required space. The digitalisation and automation Dematic’s automated conveyor systems. This capital expenditure of industrial production and supply chains and the multichannel project, which began in March 2017, will enable multishuttles and strategies being adopted in traditional industries – e.g. super- modular conveyor systems to be built at the plant from 2018 to market chains, grocery wholesale and retail, fashion, food and support the SCS segment’s strategy for growth in Europe. beverage manufacturing, and parcel and courier services – are Baoli raised its profile as an international brand for the lower also contributing to this. At the same time, the focus of techno- end of the volume segment and the economy segment by logical progress is increasingly shifting towards software and founding KION Baoli EMEA. This business is being expanded in robotics solutions. central and eastern Europe, and elsewhere, using the infra- structure of Baoli’s sister brand STILL. This will also improve the opportunities for joint business development by ITS and SCS. Business was stepped up significantly in North America by introducing five new trucks, the development of which was KION GROUP AG | Annual Report 201774 decided upon under the Strategy 2020. KION North America, trucks. This means production processes can be structured along with its truck brands, is now listed as an official supplier for more efficiently in future. Moreover, Dematic realised its first cost numerous customers of Dematic. This collaboration also included synergies through the shared use of corporate services at the joint appearances at trade fairs (see the ‘Customers’ section). level of the KION Group. Once the product launch of warehouse trucks scheduled for 2018 has taken place, KION will have a complete product portfolio tailored to the American market. Electric forklift trucks and ware- Refinement of the strategy: “KION 2027” house trucks are an extremely important element in the imple- mentation of integrated supply chain solutions. In 2017, the SCS In the year under review, the KION Group further developed its segment laid the foundations for a one-brand strategy. Bringing Strategy 2020 to create “KION 2027”, which it began implement- together the full SCS range – including the automated guided ing at the start of 2018 once the Supervisory Board had given its vehicle systems – under the global Dematic brand and dropping approval. “KION 2027” builds on the success of the Strategy the existing Egemin Automation and NDC Automation brands will 2020 (formulated before the acquisition of Dematic), under which make it easier to position the range in a customer-focused way in profitable growth, efficient use of capital and a high level of resil- all markets. As part of this, Egemin was integrated into Dematic, ience to economic fluctuation have been achieved over the past thereby creating benefits both for innovation management and five years. The strong position achieved with the Strategy customer management. 2020, particularly in the ITS segment, is to be consolidated. Both segments have also made further improvements to their Another objective of “KION 2027” is to unlock the potential of all product range. In the ITS segment, Linde Material Handling the companies in the Group and to focus even more on a joint began selling electric forklift trucks with more powerful lithium-ion customer-centric strategy for innovation, sales and branding. The batteries in the fast-growing two to three tonne load capacity main emphasis in this regard will be the overarching development range. A new solution for pallet handling and order picking in nar- and marketing of integrated, automated supply chain solutions row aisles was also brought to the market. Virtually all warehouse and mobile automation solutions. Overall, the KION Group is logistics activities can now be carried out with a lithium-ion variant. striving to steadily increase its share of the global material handling STILL expanded its product range with new ride-on pallet trucks market and to continue to have the highest profitability in the and pallet stackers that will increase handling capacities. In addi- industry. The other aims are to ensure the Group remains cri- tion, it launched new picking trucks on the market and now also sis-resistant and maintains an adequate return on capital offers a broad portfolio of products featuring lithium-ion tech- employed. nology. In September, Dematic signed a global agreement with the Norwegian warehouse systems provider AutoStore®, thereby expanding its range of integrated omnichannel solutions with an ultracompact goods-to-person warehouse order picking system. Strategic fields of action in the “KION 2027” strategy Around the world, Dematic will be offering a system solution as well as extensive services. Version 2.5, introduced in July 2017, of “KION 2027” provides guidance on the strategic direction to be the Dematic iQ software platform includes a new system solution taken by the KION Group over the next decade. The strategy is for material flow analysis. aligned with the KION Group’s vision: “We are the best company The steps taken to increase efficiency included, in particular, in the world at understanding our customers’ material handling the redesign of the plant structure at LMH in Aschaffenburg and needs and providing the right solutions.” The KION Group is the elimination of ramp-up problems at Dematic’s site in Monterrey, much more than the sum of its brands and regions. Mexico. Following the transfer of warehouse truck production to At the core of the strategy lies the range of material handling the Stříbro plant and the relocation of Linde Hydraulics, the focus solutions offered to customers. The KION Group wants to evolve in Aschaffenburg is now on electric forklift trucks and diesel more towards being a solution provider in both segments. In the Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Fundamentals of the KION Group 75 ITS segment, consultancy and project work are increasingly being added to the traditional portfolio of products and services. – Innovation: The KION Group is driving innovation in the material handling market with an effective innovation ecosystem and And in the SCS segment, the range of solutions for customers is cutting-edge, rapid development processes. It is developing being expanded through partnerships, such as with AutoStore®. new technologies into innovative products for use in both Five strategic fields of action have been defined for the segments. To this end, it enters into strategic partnerships “KION 2027” strategy: – Energy: In the material handling market, the KION Group wants to lead the way in terms of efficient energy use by its products and solutions. Thanks in no small part to the high with research institutes, universities and innovative compa- nies so that it can go to market quickly with new products and solutions. – Performance: The KION Group is continually improving its internal efficiency and the performance of its products from a energy-efficiency of its premium brands’ products, the KION customer perspective. It is continuing to fully leverage its Group is a global market leader for electric forklift trucks and synergies as a strategic management holding company. warehouse trucks. A focus of the strategy will be to develop and commercialise new energy sources for industrial trucks and related services, such as the provision of advice on energy matters. – Digital: The KION Group will transform its business in an increasingly digital world. The digitalisation of customer solutions, which will even include fully automated ware- houses incorporating robotics solutions, will be accompanied by the digitalisation of internal processes. Digital solutions will be developed for customers to improve the efficiency of their intralogistics. The KION Group will digitalise its inhouse pro- cesses so that they are more effective. It will not only integrate software into solutions but also increasingly market it to customers as a separate product. New internal organisa- tional structures will enable the KION Group to cater to the high expectations regarding the speed at which solutions are created and adapted. This will pave the way for agile devel- opment and embed it across the KION Group. – Automation: The KION Group’s solutions will enable customers to use automated technologies effectively and will help them on their journey to a ‘lights-out’ warehouse. Today, the KION Group and its two segments cover the complete spectrum, from customers with just one forklift truck to those with fully automated large-scale warehouses. It will develop different solutions so that it can offer all customers a scalable automa- tion solution that is suited to their particular requirements and to which extra components can be added. KION GROUP AG | Annual Report 2017 76 MANAGEMENT SYSTEM Core key performance indicators Earnings-related KPI Adjusted EBIT The key figure used for operational management and analysis of the KION Group’s financial performance is adjusted earnings before interest and tax (EBIT). It is calculated in the same way as The KION Group’s strategy, which centres on value and growth, is EBIT, except that it does not take account of purchase price reflected in how the Company is managed. It uses five core key allocation effects or any non-recurring items. performance indicators (KPIs), which remained unchanged in the reporting year, to continuously monitor market success, profita- Liquidity-related KPI bility, financial strength and liquidity. The performance targets of the Group and the segments are based on selected financial KPIs, Free cash flow as is the performance-based remuneration paid to managers. As Free cash flow is the main KPI for managing leverage and liquidity. a rule, the KPIs are measured and made available to the Executive It is determined by the KION Group’s operating activities and Board in a comprehensive report each month. This enables the investing activities. Free cash flow does not include interest management team to take prompt corrective action in the event of arising from financing activities. Carefully targeted management variances compared with target figures. > TABLE 012 of working capital and detailed planning of capital expenditure are KPIs related to business volume Order intake and revenue used to help in controlling the level of free cash flow. Profitability-related KPI Order intake and revenue are broken down by segment, region ROCE and product category in the KION Group’s management reporting Return on capital employed (ROCE) is another core KPI. It is the so that growth drivers and pertinent trends can be identified and ratio of adjusted EBIT to capital employed. ROCE is measured analysed at an early stage. Order intake is a leading indicator for annually. > TABLE 013 revenue. The length of time between receipt and invoicing of an order varies between business units and product groups. Key performance indicators in € million Order intake Revenue Adjusted EBIT * Free cash flow 2017 2016 2015 7,979.1 5,833.1 5,215.6 7,653.6 5,587.2 5,097.9 765.6 537.3 482.9 378.3 – 1,850.0 332.7 * Adjusted for PPA items and non-recurring items TABLE 012 ROCE 9.9% 6.9% 11.9% Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Fundamentals of the KION Group 77 Return on capital employed (ROCE) in € million Total assets – less selected assets ¹ – less selected liabilities ² Capital employed Adjusted EBIT ROCE TABLE 013 2016 11,297.0 – 1,460.5 – 2,003.5 7,833.1 537.3 6.9% 2017 11,228.4 – 1,443.3 – 2,086.3 7,698.8 765.6 9.9% 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 Other key performance indicators Besides the aforementioned core KPIs, the KION Group uses a wealth of additional financial KPIs. The main ones are net debt, which is used to manage the capital structure, and the EBIT margin, 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, employees, sustainability and technology. Some of them are used opera- tionally as leading indicators for the financial KPIs. The KPIs used to manage the segments are order intake, revenue and adjusted EBIT. KION GROUP AG | Annual Report 201778 Report on the economic position MACROECONOMIC AND SECTOR-SPECIFIC CONDITIONS Overall, the growth of economies in the EU was markedly higher than in the previous year but also broader and stronger. Receding political risks – despite the UK’s approaching departure from the EU – provided support for domestic demand. The EU countries also benefited from the revival of global trade and the Macroeconomic conditions related increase in export business. In the United States, economic growth was much faster The global economy is experiencing an upturn and, in 2017, than in 2016. This expansion was driven by a robust job market, expanded at a much stronger rate than in previous years. Signifi- rising consumer spending, corporate capital expenditure and cant stimulus came from the economic recovery in the European foreign trade. Union (EU), robust growth in the United States and generally China’s growth held steady at the prior-year level, sup- resurgent expansion in emerging markets. The world’s economy ported by an increase in public-sector investment. The inhibit- was also boosted by increasing investment activity and the ing effect on growth of the continued sharp rise in debt levels growth of foreign trade in Asia. This in turn benefited global trade, was more than offset by the country’s expansionary economic which boomed. Demand from consumers remained robust, policy. > DIAGRAM 004 which also had a positive effect. Gross domestic product in 2017 – real year-on-year change DIAGRAM 004 6.8% 6.2% CHINA INDIA WORLD GERMANY EU USA JAPAN RUSSIA BRAZIL 3.0% 2.5% 2.4% 2.3% 1.8% 1.6% 1.1% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% Source: Oxford Economics (as at 16/01/2018) Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 79 Sectoral conditions 14.3 per cent) and warehouse trucks (up by 16.8 per cent) were also into double digits. The global material handling market, which comprises industrial At 9.7  per  cent, the rate of growth in western Europe was trucks and supply chain solutions, again grew at a faster rate down slightly on the previous year, although this remains a than the global economy in 2017. The main driving forces, fast-moving and by far the biggest market for warehouse trucks. besides the worldwide rise in the trade of goods, were growing In eastern Europe, orders were up by 21.6 per cent, which was demand for industrial trucks in China and the automation of roughly the same as the growth rate in 2016. Overall, the EMEA warehousing and logistics combined with an increasing volume region (western Europe, eastern Europe, Middle East and Africa) of warehouse capacity. generated growth of 11.1 per cent. The Americas region (North, Central and South America) recovered in the year under review, Industrial Trucks & Services having been subdued in the previous year, and saw a rise of 12.3  per  cent; while North America recorded generally good Measured in terms of the number of new trucks ordered, the growth of 10.2 per cent, catch-up effects meant that Central and global market for industrial trucks expanded at the exceptionally South America generated a disproportionately strong increase of strong rate of 17.9 per cent in 2017, compared with 7.5 per cent in 29.8 per cent. Brazil, the largest individual market in South Amer- the previous year. Orders were up across all product categories ica, expanded by 45.4 per cent. Boosted by the marked rise in and sales regions, reaching a total of 1.4 million trucks. IC trucks China, Asia-Pacific as a whole (APAC region) was the fast- made a particularly strong gain (up by 20.8  per  cent), primarily est-growing region worldwide with an increase in orders of driven by significant growth of over 30  per  cent in the Chinese 28.5 per cent. The share of the overall market accounted for by market. The rates of increase for electric forklift trucks (up by this region rose from 37.5 per cent to 40.9 per cent. > TABLE 014 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 2017 395.5 78.4 36.4 277.7 37.7 571.4 2016 360.6 64.5 34.3 251.9 29.0 444.8 1,397.2 1,185.2 TABLE 014 Change 9.7% 21.6% 6.1% 10.2% 29.8% 28.5% 17.9% KION GROUP AG | Annual Report 201780 Supply Chain Solutions Procurement markets The market for supply chain solutions also sustained its growth On the whole, prices for the commodities used by the KION Group trend in 2017 thanks again to customers reconfiguring their rose sharply over the course of 2017. The average price of steel, logistics processes and supply chains. According to a survey by the most important commodity, was far higher in the reporting the Peerless Research Group, multichannel approaches and year than in 2016. Copper became more expensive too. The oil e-commerce continued to gain ground in all kinds of industries, price rallied significantly, also rising a long way above the average resulting in higher requirements regarding the speed and precision for 2016. Following a sharp price increase in the first half of the with which warehouses and distribution centres can be managed. year, the amount spent on rubber in 2017 was higher than in the The survey found that capital expenditure on enlarging and mod- previous year. ernising warehouses and on the related technologies was expected to increase by around 9 per cent in 2017. There was also greater use of warehouse management systems than in 2016. Financial markets The Ecommerce Foundation’s outlook for the global e-com- merce market (B2C) anticipated growth of 17  per  cent in 2017. The KION Group bills a large part of its revenue in euros. However, Improved internet access and increased use of social media for the consolidation of Dematic – which generates a high volume of buying goods are contributing to this trend. Of the total market revenue in North America – for the whole of the year meant that volume, around 50  per  cent is attributable to the APAC region. the proportion of revenue billed in euros fell significantly, from This region includes China, which is the world’s largest individual 60.8  per  cent to 52.0  per  cent. The remaining 48.0  per  cent of market and also leads the way in terms of mobile e-commerce. revenue was billed in foreign currencies, the most important of The Logistics and Real Estate series of studies published by which for the KION Group were the US dollar, China’s renminbi bulwiengesa AG shows that demand for logistics premises in and pound sterling. Germany remained high last year, with construction activity and Overall, currency effects had a negative impact on the KION capital expenditure reaching record levels. According to the Group’s business situation in 2017. Compared with 2016, the study, there was 12 per cent more logistics space in 2017 than in euro was approximately 4 per cent higher on average against the the previous year. Demand for space rose at a similar rate in Chinese renminbi and around 7  per  cent higher against pound China and the United States, driven mainly by the steady increase sterling. Against the US dollar, the euro appreciated by roughly in e-commerce. 2 per cent. > TABLE 015 Currencies Average rate per Euro Australia (AUD) Brazil (BRL) China (CNY) United Kingdom (GBP) USA (USD) Source: Reuters/Bloomberg TABLE 015 2016 1.49 3.86 7.35 0.82 1.11 2017 1.47 3.61 7.63 0.88 1.13 Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 81 Business performance By the end of 2017, tranche A2 (€343.2 million) and tranche B (€1,200.0  million) of the bridge loan and the fixed-term tranche In 2017, the main focus was on integrating the Dematic subsidi- (€350.0 million) of the senior facilities agreement (SFA) had been aries acquired and on utilising shared potential for increasing repaid in full. The long-term tranche (€1,000.0 million) of the bridge revenue and efficiency. The SCS segment optimised its organi- loan is still outstanding and is due to mature in October 2021. sational structure by merging Egemin Automation into Dematic. At the end of 2017, the lowering of the corporate income tax This will predominantly result in cost benefits for administration rate that was approved in the United States led to the non-cash and customer management going forward. Retrotech Inc. was remeasurement of the KION Group’s deferred tax assets and also integrated into Dematic North America’s customer service liabilities. As a result, the KION Group’s income tax position organisation, thereby expanding the aftersales business. An and thus its net income unexpectedly improved by a total of action plan to pool procurement activities was also initiated, and €92.2 million. this should have an impact on costs in 2018. Originating from the period before the acquisition, the inefficiencies at the plant in Monterrey, Mexico, were completely eliminated in 2017. Work has been taking place since March of last year to extend the Stříbro site to include a factory for automated conveyor sys- tems. The new factory is due to start manufacturing modules for Dematic’s automated storage and retrieval systems for the European market in 2018. FINANCIAL POSITION AND FINANCIAL PERFORMANCE OF THE KION GROUP The bridge loan (acquisition facilities agreement, AFA) Overall assessment of the economic situation agreed between the KION Group and its core group of banks for the acquisition of Dematic originally had a volume of The KION Group finished 2017 with strong growth, achieving the €3,000.0  million and was drawn down in an amount of targets set in October for its KPIs. The figures for 2016 in the €2,543.2  million. In the first quarter of 2017, it was then partly income statement include the contributions from Dematic in refinanced by successfully placing a promissory note with a November and December, the period in which it was consoli- total volume of €1,010.0 million. This note, which has a signifi- dated for the first time. The comparability between the full-year cantly extended maturity profile, is divided into several tranches figures for 2016 and 2017 is therefore limited. that have maturity periods of five, seven and ten years and have Following a strong fourth quarter, order intake for the fixed or floating-rate coupons. The capital increase in the second KION Group as a whole amounted to €7,979.1  million (2016: quarter of 2017 was another important refinancing measure. €5,833.1  million) despite negative currency effects and was This involved KION GROUP AG issuing a total of 9,300,000 new predominantly attributable to encouraging growth in the new shares at a placement price of €64.83 per share on 22 May 2017. truck business. Moreover, Dematic’s customer orders were All of the new shares were placed with institutional investors included for the full financial year for the first time. The order book against cash contributions in an accelerated bookbuilding expanded by 9.1 per cent year on year to reach €2,614.6 million process; shareholders’ pre-emption rights were disapplied. at the end of the year (31 December 2016: €2,396.6  million). KION GROUP AG’s share capital rose by 8.55 per cent in total. Despite negative currency effects, the KION Group generated The gross proceeds from the capital increase came to consolidated revenue of €7,653.6 million. This was due not only to €602.9 million. The Company’s new no-par-value bearer shares higher unit sales but also to the growth of the service business in are dividend-bearing from the 2017 financial year. Industrial Trucks & Services. KION GROUP AG | Annual Report 201782 Total revenue in the Industrial Trucks & Services segment went up than the targets set in 2016. The revised target ranges were by 8.2  per  cent to €5,630.9  million, with order intake rising by achieved or slightly exceeded. 8.8 per cent. The KION Group’s order intake of €7,979.1 million was slightly While the year-on-year increase in the value of order intake above the upper end of the range of €7,550 million to €7,900 million and revenue in the Industrial Trucks & Services segment was (2016 outlook: €7,800  million to €8,250  million). Consolidated stronger than anticipated, order intake and revenue in the Supply revenue came to €7,653.6 million, compared with the expected Chain Solutions segment were less than originally expected. target range of €7,400  million to €7,700  million (2016 outlook: The reasons for this were the reluctance to invest observed in the €7,500 million to €7,950 million). At €765.6 million, adjusted EBIT US retail sector and delays by customers in awarding projects. was also in line with the revised expectation of between €715 million The segment’s total revenue amounted to €2,006.3  million. and €765 million (2016 outlook: €740 million to €800 million). Free Adjusted for non-recurring items and purchase price allocation cash flow, which stood at €378.3  million, came in at the upper effects, the KION Group’s EBIT came to €765.6  million. This end of the range of €320  million to €380  million (2016 outlook: improvement of €228.3  million was due, in particular, to the €370  million to €430  million), while ROCE at 9.9  per  cent was inclusion of Dematic for the full year. Significantly higher prices within the target range of 9.0 per cent to 10.0 per cent (2016 out- for materials adversely affected the KION Group’s adjusted look: 9.5 per cent to 10.5 per cent). EBIT and could not be passed on to customers entirely. Despite The Industrial Trucks & Services segment slightly exceeded the higher cost of materials and negative currency effects, the the raised targets for order intake and revenue and the target for KION Group’s adjusted EBIT margin improved substantially, by adjusted EBIT, while the results of the Supply Chain Solutions 0.4 percentage points, to 10.0 per cent. After taking into account segment were within the new target ranges. > TABLES 016 – 017 purchase price allocation (PPA) effects and further non-recurring items, EBIT amounted to €549.4 million. In total, the KION Group generated net income of €426.4 million (2016: €246.1  million). This included positive overall effects on taxes resulting from the remeasurement of deferred taxes in con- Business situation and financial performance of the KION Group nection with the lowering of corporate income tax in the United Level of orders States that was approved just before the end of the year. The basic earnings per share attributable to the shareholders of the Despite the depreciation of currencies such as the renminbi, US KION Group amounted to €3.72, compared with €2.38 in 2016. dollar and pound sterling against the euro, the KION Group’s KION GROUP AG will propose a dividend of €0.99 per share to order intake rose by 36.8 per cent to €7,979.1 million. Whereas the Annual General Meeting (2016: €0.80 per share). the performance of the Industrial Trucks & Services segment exceeded expectations, Dematic’s project business was more subdued. The order book expanded by 9.1 per cent year on year to €2,614.6 million (31 December 2016: €2,396.6 million). By the end of the year, substantial customer orders had been placed, especially in the long-term project business. Comparison between actual and forecast growth The targets for the KION Group’s core KPIs set out in the 2016 outlook were revised downward overall in October 2017 because the Supply Chain Solutions segment was not performing as well as expected. At the same time, all of the targets of the Industrial Trucks & Services segment except adjusted EBIT were revised upward because the actual results were expected to be higher Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 83 Comparison between actual and forecast growth – KION Group TABLE 016 in € million Order intake Revenue Adjusted EBIT Free cash flow ROCE KION Group 2017 Outlook 2017 Outlook adjusted 7,800 – 8,250 7,550 – 7,900 7,500 – 7,950 7,400 – 7,700 740 – 800 370 – 430 715 – 765 320 – 380 9.5% – 10.5% 9.0% – 10.0% 2017 Actual 7,979.1 7,653.6 765.6 378.3 9.9% Comparison between actual and forecast growth – segments TABLE 017 Industrial Trucks & Services Supply Chain Solutions in € million 2017 Outlook 2017 Outlook adjusted Order intake * 5,450 – 5,600 5,650 – 5,800 Revenue * Adjusted EBIT 5,300 – 5,450 5,450 – 5,600 605 – 630 605 – 630 2017 Actual 5,859.5 5,630.9 640.1 2017 Outlook 2017 Outlook adjusted 2,350 – 2,650 1,900 – 2,100 2,200 – 2,500 1,950 – 2,100 195 – 230 170 – 195 2017 Actual 2,099.2 2,006.3 181.4 * Disclosures for the segments Industrial Trucks & Services and Supply Chain Solutions include also intra-group cross-segment order intake and revenue (Total revenue) The consolidated revenue of the KION Group increased by 37.0 per cent to €7,653.6 million (2016: €5,587.2 million). This significant rise in revenue was attributable to organic revenue growth in the Industrial Trucks & Services segment and to the inclusion of Dematic in the Supply Chain Solutions segment for the full reporting period. The proportion of consolidated revenue accounted for by services fell from 43.7  per  cent in 2016 to 39.1  per  cent in 2017 because customer orders in the project business routinely have a high value while the value of the service business is significantly lower. > TABLE 018 KION GROUP AG | Annual Report 201784 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 2017 5,626.9 3,126.0 2,500.9 1,429.5 619.3 306.6 145.5 2,001.8 1,509.1 492.7 24.8 7,653.6 2016 5,200.5 2,860.2 2,340.2 1,363.8 558.3 285.8 132.4 364.7 263.9 100.7 22.1 5,587.2 TABLE 018 Change 8.2% 9.3% 6.9% 4.8% 10.9% 7.3% 9.9% > 100% > 100% > 100% 12.5% 37.0% Revenue by customer location Earnings and profitability In EMEA, an important sales region for the Industrial Trucks & EBIT, EBITDA and ROCE Services segment, the KION Group’s revenue went up by around Earnings before interest and tax (EBIT) amounted to €549.4 million, 17 per cent. The rise in western Europe was 16.2 per cent, with up by 26.3  per  cent on the 2016 figure of €434.8  million. EBIT Germany, France, Italy and Spain seeing particularly large included negative effects from purchase price allocations of increases. On the whole, the KION Group kept pace with the €176.2  million (2016: €60.4  million). In 2017, EBIT was also growth of the industrial truck market and consolidated its leading adversely affected by non-recurring items of €40.1 million (2016: position in this region. The significant double-digit revenue growth €42.2 million) that arose mainly in connection with the integration in the Asia-Pacific (APAC) region was primarily attributable to the of Dematic and the start-up costs for the new plant in Monterrey, strong expansion of the Chinese market, which particularly bene- Mexico. The non-recurring items in 2016 had included transac- fited the Industrial Trucks & Services segment. In the Americas tion costs relating to the acquisition of Dematic. EBIT adjusted for region (North, Central and South America), market share in the non-recurring items and purchase price allocation effects new truck business increased – especially in North America. The (adjusted EBIT) rose to €765.6 million (2016: €537.3 million). The sharp year-on-year rise in revenue in the Asia-Pacific and adjusted EBIT margin improved to 10.0  per  cent (2016: Americas sales regions was influenced by the inclusion of 9.6 per cent). > TABLE 020 Dematic for the whole of 2017. Overall, 20.6 per cent of consoli- dated revenue was accounted for by growth markets in the reporting period (2016: 23.3 per cent). The majority of revenue – 81.4  per  cent – was generated outside Germany (2016: 76.4 per cent). > TABLE 019 Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 85 2017 4,627.8 537.9 152.9 1,266.5 163.1 905.5 7,653.6 2017 549.4 40.1 176.2 765.6 2016 3,982.7 459.6 100.3 295.9 148.6 600.1 5,587.2 2016 434.8 42.2 60.4 537.3 TABLE 019 Change 16.2% 17.0% 52.4% > 100% 9.8% 50.9% 37.0% TABLE 020 Change 26.3% – 4.9% > 100% 42.5% 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 EBIT in € million EBIT + Non-recurring items + PPA items Adjusted EBIT Return on capital employed (ROCE) increased by 3 percentage points year on year to 9.9 per cent in 2017. This improvement was due to the fact that Dematic’s earnings contributions had only been included for the months of November and December in 2016. While adjusted EBIT went up sharply, there was only a small countervailing change in capital employed. EBITDA rose to €1,185.7  million (2016: €889.5  million). Adjusted EBITDA came to €1,223.9 million (2016: €931.6 million). The adjusted EBITDA margin decreased from 16.7  per  cent in 2016 to 16.0 per cent in 2017. > TABLE 021 KION GROUP AG | Annual Report 201786 EBITDA in € million EBITDA + Non-recurring items + PPA items Adjusted EBITDA 2017 1,185.7 36.4 1.8 1,223.9 2016 889.5 42.2 – 931.6 TABLE 021 Change 33.3% – 13.7% − 31.4% Key influencing factors for earnings revenue. The prior-year figure had been influenced by various The cost of sales rose by 41.3 per cent to €5,699.1 million (2016: factors, including consultancy expenses in connection with the €4,034.6 million), a disproportionately strong increase compared Dematic acquisition. Research and development costs went up with that of revenue. Higher prices for materials, particularly steel by 41.9 per cent to €137.0 million (2016: €96.5 million). The ‘other’ and lead, pushed up the cost of sales in the new truck business item came to €18.2 million (2016: €52.3 million). This included the significantly. Negative currency effects – especially relating to share of profit (loss) of equity-accounted investments, which pound sterling, the renminbi and the US dollar – also squeezed amounted to a profit of €13.6 million (2016: profit of €6.5 million), the gross margin. The gross margin for the Group as a whole as well as gains and losses from exchange differences. The figure contracted from 27.8 per cent in 2016 to 25.5 per cent in the year for the ‘other’ item also comprised impairment losses on assets under review. Selling expenses and administrative expenses of €14.8 million (2016: €0.0 million), of which €8.6 million related to totalled €1,286.3 million (2016: €1,073.6 million). This increase of the Egemin brand name. > TABLE 022 19.8 per cent was disproportionately small compared with that of (Condensed) income statement in € million Revenue Cost of sales Gross profit Selling expenses and administrative expenses Research and development costs Other Earnings before interest and taxes (EBIT) Net financial expenses Earnings before taxes Income taxes Net income 2017 7,653.6 – 5,699.1 1,954.5 – 1,286.3 – 137.0 18.2 549.4 – 81.1 468.3 – 41.9 426.4 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 TABLE 022 Change 37.0% – 41.3% 25.9% – 19.8% – 41.9% – 65.2% 26.3% 15.3% 38.1% 55.0% 73.3% Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 87 Net financial income / expenses The Executive Board and the Supervisory Board will propose The net financial expenses representing the balance of financial to the Annual General Meeting to be held on 9 May 2018 that, of income and financial expenses decreased to €81.1 million year on the distributable profit of KION GROUP AG for the 2017 financial year (2016: net financial expenses of €95.7 million). The prior-year year amounting to €168.1 million, a dividend totalling €116.7 mil- figure had included one-off financial expenses of €25.7  million lion be distributed. This equates to €0.99 per dividend-bearing incurred in connection with optimisation of the financing structure share. It is also proposed that a sum of €51.2  million be trans- in February 2016. Overall, current interest expense on borrowing ferred to other revenue reserves and that €0.1 million be carried increased year on year due to the acquisition of Dematic, but forward to the next accounting period. This would give a dividend exchange differences had a countervailing positive impact on net payout rate of approximately 35 per cent of adjusted net income. financial income/expenses. As a result of the early repayment of financial liabilities, transaction costs of €3.5 million were recog- nised as expenses in 2017. Income taxes Business situation and financial performance of the segments Income tax expenses fell sharply to €41.9 million (2016: €93.1 mil- Industrial Trucks & Services segment lion). The low tax rate of 8.9  per  cent is attributable to the reduction of the corporate income tax rate from 35.0 per cent to Business performance and order intake 21.0  per  cent that was approved in the United States. The The Industrial Trucks & Services segment expanded its new truck remeasurement of deferred tax liabilities, which relate mainly to business in all sales regions. Across all the brand companies, the the purchase price allocation for Dematic, led to deferred tax number of orders for forklift trucks and warehouse trucks rose by income of €92.2 million in the Group. Adjusted for this non-recurring 13.0 per cent to 201.4 thousand. The Linde brand (including Fen- tax item, the tax rate was comparable with the previous year at wick) registered a slightly higher increase and accounted for 28.6 per cent (2016: 27.4 per cent). 61.6  per  cent of the new truck business. STILL (including OM STILL) generated 31.7  per  cent of new orders; the remaining Net income and appropriation of profit 6.7 per cent was attributable to the Baoli and OM Voltas brands. Net income increased by €180.4 million to €426.4 million (2016: All product categories saw their orders go up significantly, with IC €246.1 million). The net income attributable to the shareholders of trucks more than making up for their decline in the previous year. KION GROUP AG was €424.8 million (2016: €245.5 million). Basic Electric forklift trucks and warehouse trucks, which are particu- earnings per share came to €3.72 based on 114.3 million (2016: larly important elements in integrated supply chain solutions, 103.2 million) no-par-value shares; this was the weighted average together accounted for 82.1 per cent of the order volume. number of shares outstanding during the reporting year. Adjusted All the brand companies saw particularly strong increases in for the non-recurring tax item of €92.2  million included in net the APAC and EMEA regions. Eastern Europe stood out within income, basic earnings per share (pro forma) on a comparable the EMEA region, with Poland, Russia and the Czech Republic basis with the previous year stood at €2.91 (2016: €2.38). Diluted being the main contributors. In western Europe, the biggest rises earnings per share, which is calculated by adding the potential in order numbers were registered in France and Italy. The KION dilutive no-par-value shares under the employee share option Group returned to a path of growth in South and Central America, programme, amounted to €3.71 based on a weighted average having reported decreases in 2016. The largest percentage number of shares of 114.4 million (2016: 103.3 million) and €2.91 increase was in North America, although the region remained at on a pro-forma basis (2016: €2.38). These calculations did not a moderate level in absolute terms. include around 160.8 thousand no-par-value treasury shares that were repurchased by KION GROUP AG as part of a buy-back to support employee equity programmes. KION GROUP AG | Annual Report 201788 The total value of order intake rose by 8.8 per cent to €5,859.5 mil- (2016: €586.9 million). At 11.4 per cent, the adjusted EBIT margin lion (2016: €5,383.2  million) despite negative currency effects. was moderately above its 2016 level of 11.3 per cent. After taking This included an increase in order intake in the service business. into account non-recurring items and purchase price allocation Revenue effects, EBIT amounted to €637.6 million (2016: €553.0 million). Adjusted EBITDA stood at €1,054.1 million (2016: €958.8 mil- Total segment revenue went up by 8.2 per cent to €5,630.9 mil- lion). This equated to an adjusted EBITDA margin of 18.7 per cent lion (2016: €5,202.6  million). Revenue from new truck business (2016: 18.4 per cent). > TABLE 023 with external customers rose by 9.3 per cent or €265.8 million to €3,126.0  million, while the growth in the service business was Supply Chain Solutions segment also encouraging at 6.9 per cent. Aftersales and rental business generated 81.9  per  cent of the total revenue from the service Business performance and order intake business of €2,500.9  million. The proportion of the segment’s In 2017, the Supply Chain Solutions segment received orders external revenue accounted for by the service business came to from customers with a total volume of €2,099.2  million (2016: 44.4  per  cent overall and was thus virtually the same as the €431.2  million, including Dematic for two months). Around prior-year figure of 45.0 per cent. 75 per cent of order intake was accounted for by project business Earnings (business solutions) and around 25 per cent by the service busi- ness (customer services). Following muted intake in the first three Despite the significantly higher prices for materials, particularly quarters of the year, a number of delayed customer projects were steel and lead, and negative exchange rate effects, especially eventually officially placed with Dematic at the end of the year. in connection with pound sterling, the positive revenue trend Approximately a third of order intake was received in the fourth pushed up adjusted EBIT by 9.1  per  cent to €640.1  million quarter of 2017. Key figures – Industrial Trucks & Services – in € million Order intake Total revenue EBITDA Adjusted EBITDA EBIT Adjusted EBIT Adjusted EBITDA margin Adjusted EBIT margin 2017 5,859.5 5,630.9 1,052.5 1,054.1 637.6 640.1 18.7% 11.4% 2016 5,383.2 5,202.6 953.4 958.8 553.0 586.9 18.4% 11.3% TABLE 023 Change 8.8% 8.2% 10.4% 9.9% 15.3% 9.1% – – Annual Report 2017 | KION GROUP AG COMBINED MANAGEMENT REPORT Report on the economic position 89 Key figures – Supply Chain Solutions – in € million Order intake Total revenue EBITDA Adjusted EBITDA EBIT Adjusted EBIT Adjusted EBITDA margin Adjusted EBIT margin 2017 2,099.2 2,006.3 182.3 210.3 – 23.8 181.4 10.5% 9.0% 2016 431.2 366.0 5.1 10.8 – 31.7 6.0 3.0% 1.6% TABLE 024 Change > 100% > 100% > 100% > 100% 24.7% > 100% – – Revenue Corporate Services segment Total segment revenue amounted to €2,006.3  million (2016: €366.0  million, including Dematic for two months). Project Business performance business accounted for 75.4 per cent of external revenue and The Corporate Services segment comprises holding companies the service business for 24.6 per cent. Improved efficiency at and other service companies that provide services such as IT the plant in Monterrey, Mexico, resulted in a year-on-year and logistics across all segments. increase in output, leading to a higher level of revenue from business solutions. The segment generated 56.9  per  cent of Revenue and earnings its revenue in North America. Total segment revenue came to €266.6 million (2016: €242.0 mil- lion) and was predominantly derived from internal IT and logis- Earnings tics services. The segment’s adjusted EBIT amounted to €181.4  million The segment reported adjusted EBIT of €530.7 million (2016: (2016: €6.0 million, including Dematic for two months), giving €305.9  million). This significant increase was attributable to the an adjusted EBIT margin of 9.0 per cent (2016: 1.6 per cent). strong financial performance of the subsidiaries, which resulted in Currency effects and higher cost prices for materials had an higher intra-group dividend income (including profit and loss adverse impact. After taking into account non-recurring items transfers) than in the previous year. Adjusted EBITDA amounted and purchase price allocation effects, EBIT came to minus to €546.0 million (2016: €323.5 million). > TABLE 025 €23.8 million (2016: minus €31.7 million). Adjusted EBITDA amounted to €210.3  million with an adjusted EBITDA margin of 10.5  per  cent (2016: 3.0  per  cent). > TABLE 024 KION GROUP AG | Annual Report 201790 Key figures – Corporate Services – in € million Order intake Total revenue EBITDA Adjusted EBITDA EBIT Adjusted EBIT 2017 266.6 266.6 537.5 546.0 522.2 530.7 2016 242.0 242.0 292.5 323.5 274.9 305.9 TABLE 025 Change 10.2% 10.2% 83.8% 68.8% 90.0% 73.5% Consolidation / reconciliation particularly impacted on goodwill, which fell by €190.4  million to €3,382.5  million. The sharp drop in other intangible assets to Besides the intra-group supply relationships between the Indus- €2,333.9  million (31 December 2016: €2,602.7  million) was trial Trucks & Services, Supply Chain Solutions and Corporate largely attributable to current write-downs in connection with Services segments, the main factor in the adjusted EBIT effect the purchase price allocations, especially in the Supply Chain of minus €586.5 million (2016: minus €361.5 million) across all Solutions segment. segments was the intra-group dividend income. Rental assets increased to €651.4  million, reflecting the Net assets continued expansion of the rental fleet in the Industrial Trucks & Services segment (31 December 2016: €575.3  million). Leased assets for leases with end customers that are classified as oper- ating leases also increased owing to the higher volume of busi- The purchase price allocation (PPA) for the acquisition of Dematic ness, rising from €429.7 million to €522.3 million as at 31 Decem- was finalised in the reporting year, leading to the retrospective ber 2017. Long-term lease receivables arising from leases with restatement of the carrying amounts as at 31 December 2016. end customers that are classified as finance leases swelled to Currency translation effects as at the end of 2016 fell by a total €647.8 million (31 December 2016: €531.3 million). of €39.4  million because goodwill and other intangible assets At €370.5 million, the amount of deferred tax assets recog- had been allocated to individual companies for the purposes of nised in the statement of financial position as at the reporting date foreign currency translation. The finalisation of the PPA in 2017 was lower than the figure recognised at the end of 2016 of resulted in a reduction of deferred tax assets and liabilities and a €419.8  million. Further details regarding the change in deferred corresponding decline of €13.1 million in goodwill retrospectively tax assets are provided in note [14] in the notes to the consoli- in the prior year. Non-current assets dated financial statements. Non-current assets decreased to €8,746.9  million as at the reporting date (31 December 2016: €8,942.4  million). Intangible assets accounted for €5,716.4  million (31 December 2016: €6,175.6 million). The depreciation of the US dollar against the euro Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 91 Current assets in the project business with a net credit balance due from cus- tomers amounted to €94.7 million as at the reporting date, which Overall, current assets rose by 5.4  per  cent to €2,481.5  million was virtually unchanged on the amount as at 31 December 2016. (31 December 2016: €2,354.6 million). The €96.2 million increase The KION Group’s net working capital, which comprises in inventories to €768.6 million (31 December 2016: €672.4 mil- inventories, trade receivables and unbilled construction contracts lion) was largely attributable to the growth of the Industrial Trucks & (net) less trade payables and advances received, increased to Services segment. €606.2  million as at the reporting date (31 December 2016: Trade receivables were also up, rising by 9.5  per  cent to €495.9 million). > TABLE 026 €1,094.1 million as at 31 December 2017. Construction contracts Inventories in € million Materials and supplies Work in progress Finished goods and merchandise Advances paid Total inventories 2017 185.2 109.0 459.0 15.4 768.6 2016 158.0 105.3 396.5 12.6 672.4 TABLE 026 Change 17.2% 3.5% 15.8% 21.9% 14.3% The groupwide optimisation of cash management (cash pooling) The condensed consolidated statement of financial position enabled cash and cash equivalents to be reduced to €173.2 million as at 31 December 2017 showing current and non-current assets as at 31 December 2017 (31 December 2016: €279.6 million). and liabilities together with equity is presented in  > TABLE 027. Current lease receivables from end customers increased by €27.7 million year on year to €228.0 million (31 December 2016: €200.3 million). KION GROUP AG | Annual Report 201792 (Condensed) statement of financial position in € million Non-current assets * Current assets Total assets * Equity* Non-current liabilities * Current liabilities Total equity and liabilities * 2017 8,746.9 2,481.5 11,228.4 3,148.8 5,230.0 2,849.6 11,228.4 in % 77.9% 22.1% – 28.0% 46.6% 25.4% – 2016 8,942.4 2,354.6 11,297.0 2,495.7 6,128.9 2,672.5 11,297.0 in % 79.2% 20.8% – 22.1% 54.3% 23.7% – * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic TABLE 027 Change – 2.2% 5.4% – 0.6% 26.2% – 14.7% 6.6% – 0.6% Financial position The KION Group is a publicly listed corporate group and therefore ensures that its financial management takes into Principles and objectives of financial management account the interests of shareholders, promissory note investors and the banks providing its funding. For the sake of all stakehold- The KION Group pursues a conservative financial policy of main- ers, the KION Group makes sure that it maintains an appropriate taining a strong credit profile with reliable access to debt capital ratio of internal funding to borrowing. The KION Group’s borrow- markets. By pursuing an appropriate financial management strat- ing is based on a long-term approach. The individual tranches egy, the KION Group makes sufficient cash and cash equivalents of this borrowing will become due for repayment in the years available at all times to meet the Group companies’ operational 2021 to 2027. and strategic funding requirements. In addition, the KION Group Depending on requirements and the market situation, the optimises its financial relationships with customers and suppliers KION Group will also avail itself of the funding facilities offered by and mitigates the financial risk to its enterprise value and profita- the public capital markets in future. The KION  Group therefore bility, notably currency risk, interest-rate risk, price risk, counter- seeks to maintain an investment-grade credit rating in the capital party risk and country risk. In this way, the KION Group creates a and funding markets by rigorously pursuing a value-based strat- stable funding position from which to maintain profitable growth. egy, implementing proactive risk management and ensuring a The financial resources within the KION Group are provided on solid funding structure. Since September 2017, rating agency the basis of an internal funding approach. The KION Group collects Standard & Poor’s has classified the KION Group as BB+ with a liquidity surpluses of the Group companies in central or regional positive outlook, while the rating from Fitch Ratings has been cash pools and, where possible, covers subsidiaries’ funding BBB– with a stable outlook since January 2017. The KION Group requirements with intercompany loans. This funding enables the thus has an investment-grade credit rating, helping it to secure KION Group to present a united front in the capital markets and more advantageous funding conditions in the capital markets. strengthens its hand in negotiations with banks and other market The KION  Group maintains a liquidity reserve in the form of participants. The Group occasionally arranges additional credit unrestricted, agreed and confirmed credit lines and cash in order lines for KION  Group companies with local banks or leasing to ensure long-term financial flexibility and solvency. In addition, it companies in order to comply with legal, tax and other regulations. uses derivatives to hedge currency risk. It also entered into Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 93 interest- rate swaps in 2017 in order to hedge interest-rate risk Analysis of capital structure arising on floating-rate financial liabilities. Among other stipulations, the contractual terms of the senior Current and non-current liabilities fell by €721.7  million to facilities agreement (SFA), bridge loan (AFA) and promissory €8,079.6  million as at the reporting date (31 December 2016: note set out certain covenants. In addition, there is a financial €8,801.3  million). The main reason was the repayment of covenant that involves ongoing testing of adherence to a defined non-current liabilities following the corporate actions carried out maximum level of leverage (the ratio of financial liabilities to in the year under review. Non-current liabilities also included EBITDA). Non-compliance with the covenants or with the defined deferred tax liabilities of €665.2 million, which were down signifi- maximum level of leverage as at a particular reporting date may cantly compared with the end of the previous year (31 December potentially give lenders a right of termination or lead to an increase 2016: €882.5  million) owing to the lowering of the corporate in interest payments. income tax rate that was approved in the United States. This, All covenants were complied with in the past financial year, as combined with the netting of deferred tax assets, reduced the had been the case in 2016. deferred tax liabilities by €92.2  million. Deferred tax assets and liabilities also decreased by €13.1  million owing to the Dematic Main corporate actions in the reporting period purchase price allocation being finalised. > TABLE 027 The bridge loan (AFA) agreed for the acquisition of Dematic, Financial debt which was still drawn down in an amount of €2,543.2 million at By using the proceeds from the capital increase carried out in the end of 2016, was significantly reduced in 2017 as a result of May 2017 and making other repayments, the KION Group the successful placement of a promissory note with a nominal reduced its current and non-current financial liabilities to amount of €1,010.0  million in the first quarter of 2017. The €2,268.7 million (31 December 2016: €3,183.0 million). After deduc- promissory note is divided into several tranches that mature in tion of cash and cash equivalents, net financial debt amounted May 2022, April 2024 and April 2027 and have floating-rate or to €2,095.5  million (31 December 2016: €2,903.4  million). This fixed coupons. The interest-rate risk resulting from the floating- equated to 1.7 times the adjusted EBITDA on an annualised basis. rate tranches is hedged using a number of interest-rate deriva- Long-term borrowing (net of borrowing costs) was reduced tives (cash flow hedges). Another important funding activity by €864.2 million to €2,024.8 million as at the reporting date. This was the capital increase in May 2017, which generated gross sum includes the promissory note with a volume of €1,010.0 mil- proceeds of €602.9  million. By the end of 2017, tranche A2 lion that was issued in the first quarter of 2017. Tranche A2 of the (€343.2 million) and tranche B (€1,200.0 million) of the bridge AFA (€343.2 million), tranche B of the AFA (€1,200.0 million) and loan and the fixed-term tranche (€350.0  million) of the senior the fixed-term tranche of the SFA (€350.0 million) were repaid in facilities agreement (SFA) had been repaid in full. full in the year under review. The long-dated tranche (€1,000.0 mil- In November 2017, the KION  Group employees entitled to lion) of the bridge loan is still outstanding and is due to mature participate in KEEP were given the opportunity to buy more KION in October 2021. The €50.1 million decrease in current financial shares. By 31 December 2017, a total of 36,294 shares had liabilities compared with the end of 2016 was mainly due to the been purchased by staff (31 December 2016: 45,564  shares). reduction in the drawdowns under the revolving credit facility. The number of shares held in treasury therefore stood at 160,829 > TABLE 028 as at the reporting date (31 December 2016: 164,486). KION GROUP AG | Annual Report 201794 Net financial debt in € million Liabilities to banks (gross) Promissory note (gross) Other financial liabilities to non-banks ./. Capitalised borrowing costs Financial liabilities ./. Cash and cash equivalents Net financial debt 2017 1,259.6 1,010.0 7.7 – 8.6 2,268.7 – 173.2 2,095.5 2016 3,188.6 – 7.2 – 12.9 3,183.0 – 279.6 2,903.4 TABLE 028 Change – 60.5% − 6.6% 33.1% – 28.7% 38.1% – 27.8% Retirement benefit obligation benefit pension plans in the United Kingdom and US. Transfers to The KION  Group supports pension plans in many countries. external pension funds resulted in payments of €0.3 million. These plans comply with legal requirements, standard local The total carrying amount for liabilities in connection with practice and thus the situation in the country in question. They share-based remuneration was €38.1 million as at 31 Decem- are either defined benefit pension plans, defined contribution ber 2017 (31 December 2016: €37.4 million). pension plans or multi-employer benefit plans. As at 31 Decem- ber 2017, the retirement benefit obligation under defined ben- Lease liabilities efit pension plans amounted to a total of €1,002.7 million, which Further expansion of the long-term leasing business with end was only slightly higher than the figure at the end of 2016 of customers in 2017 led to a correspondingly higher funding €991.0 million. requirement. Lease liabilities arising from sale and leaseback The net obligation under defined benefit pension plans transactions to fund the long-term leasing business with end was almost unchanged year on year at €978.5 million (31 Decem- customers increased to €1,131.1  million (31 December 2016: ber 2016: €978.7 million). Changes in estimates relating to defined €1,007.2 million). Of this total, €798.2 million related to non-current benefit pension entitlements resulted in an €18.7 million increase and €332.9 million to current lease liabilities. in equity (after deferred taxes). The liabilities from the short-term rental fleet and from pro- Contributions to pension plans that are entirely or partly curement leases are reported under other financial liabilities (see funded via funds are paid in as necessary to ensure sufficient note [34] in the notes to the consolidated financial statements). As assets are available and to be able to make future pension at the reporting date, other financial liabilities included liabilities of payments to pension plan participants. These contributions are €493.8  million (31 December 2016: €440.0  million) arising from determined by factors such as the funded status, legal and tax sale-and-leaseback transactions used to finance the short-term considerations, and local practice. The payments made by the rental fleet. This item also included liabilities from residual value KION Group in 2017 in connection with the main pension plans guarantees amounting to €18.2  million (31 December 2016: totalled €28.2 million, comprising €17.9 million for direct pension €16.7 million). The residual-value liabilities relate to residual-value payments and €10.0  million for employer contributions to plan guarantees provided in connection with the sale of assets to assets. This included contributions of €8.9 million that had to leasing companies, where the guaranteed amount is more than be paid under existing minimum funding provisions for defined 10.0 per cent of the fair value of the asset in question. Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 95 Equity €173.2 million at the end of 2017 (31 December 2016: €279.6 mil- Consolidated equity was higher than at the end of 2016, rising lion). Taking into account the credit facility that was still freely by €653.1 million to €3,148.8 million as at 31 December 2017 available, the unrestricted cash and cash equivalents available to (31 December 2016: €2,495.7  million). The capital increase the KION Group as at the reporting date amounted to €1,138.0 mil- caused a net increase of €599.9 million. Net income (€426.4 mil- lion (31 December 2016: €1,200.8 million). lion) and actuarial effects on pensions also boosted the Group’s Net cash provided by operating activities totalled €615.8 mil- equity. However, there was a negative impact of €315.2  million lion, which was significantly above the prior-year figure of resulting from exchange differences at the reporting date, which €414.3 million because Dematic had only made a contribution to meant that negative effects of €282.8  million were recognised operations for the months of November and December in 2016. overall in other comprehensive income. Finalisation of the pur- Furthermore, expenses of €63.1  million in connection with the chase price allocation led to equity as at 31 December 2016 Dematic transaction had been recognised and negatively being retrospectively lowered by €39.4  million. The equity ratio impacted cash flow from operating activities at the end of 2016. increased from 22.1 per cent at the end of 2016 to 28.0 per cent The rise in earnings and margins in 2017 was offset by a as at 31 December 2017. growth-related increase in net working capital and the volume of leasing, which meant cash flow was down by a total of €181.9 mil- Analysis of capital expenditure lion year on year. The net change of minus €205.8 million arising from the expansion of the rental business (including liabilities The KION Group’s total capital expenditure on property, plant from finance leases) was bigger than the prior-year net change and equipment and on intangible assets (including capitalised of minus €158.2  million. Higher tax payments of €136.3  million development costs and excluding leased and rental assets) resulting from improved earnings at the KION companies came to €218.3 million in the reporting year. The main areas of (2016: €108.7 million) reduced the level of cash flow from operat- spending were capitalised development costs (see the ‘Research ing activities. and development’ section) and the expansion and modernisation The net cash used for investing activities amounted to of production and technology sites in the Industrial Trucks & €237.6 million. This was significantly less than the prior-year figure Services segment. This included a large-scale project to update of €2,264.3 million, which had been heavily influenced by the net Linde Material Handling’s Aschaffenburg site, where a total of cash outflow of around €2.1 billion for the acquisition of Dematic. €60 million is being spent on optimising the material flow in pro- Smaller acquisitions were carried out in 2017, the total cash duction and logistics and will result in more cost-effective produc- payments for which came to €13.3 million net. By contrast, cash tion processes by 2021. Capital expenditure in the Supply Chain payments for development (R&D) and for property, plant and Solutions segment related to capitalised development costs equipment were up significantly year on year at €218.3  million and, above all, software, licences and the new production facility (2016: €166.7 million), mainly due to the inclusion of Dematic for in the Czech Republic. the full year. Analysis of liquidity Free cash flow – the sum of cash flow from operating activi- ties and investing activities – amounted to €378.3 million (2016: minus €1,850.0 million). Liquidity management is an important aspect of central financial The net cash used for financing activities of €472.5  million management in the KION Group. The sources of liquidity are was primarily due to the net repayment of financial debt in an cash and cash equivalents, cash flow from operating activities amount of €914.7 million, which outweighed the inflows from the and amounts available under credit facilities. Using cash pools, capital increase of €598.6 million. The gross repayment amount liquidity is managed in such a way that the Group companies of €3,340.0 million included the repayment in full of tranches A2 can always access the cash that they need. The optimisation of (€343.2 million) and B (€1,200.0 million) of the bridge loan and the cash management caused cash and cash equivalents to fall to fixed-term tranche of the SFA (€350.0  million). The additional KION GROUP AG | Annual Report 201796 gross borrowings in 2017 amounted to €2,425.3  million and Long-term leasing business included the issuance of the promissory note with a volume of €1,010.0 million in the first quarter of 2017. The net cash used for The sales activities of the KION Group are supported by financial current interest payments rose to a total of €58.1 million in 2017 services in connection with direct long-term leasing business. In due to higher average net debt during the year (2016: €46.7 mil- this business, trucks leased directly to the end customer are lion excluding early repayment charges paid of €29.6 million). The refinanced by the KION Group. The portfolio of the long-term non-recurring interest payments in 2016 had related to the leasing business, which supports the KION Group’s sales activi- charges for early redemption of the KION Group’s corporate ties, continued to be focused predominantly in western Europe at bond and early repayment of a bond of Dematic. The dividend the end of 2017. The long-term leasing business had a positive paid in May 2017 of €0.80 per share resulted in an outflow of impact on the KION Group’s financial performance in 2017 funds of €86.9 million. The acquisition of employee shares caused ( > TABLE 030) and also influenced its financial position ( > TABLE 031). a cash outflow of €4.3 million (2016: €2.8 million). > TABLE 029 This information is taken from the internal reporting system and is determined using the assumption of a minimum rate of return on the capital employed. Net financial debt relating to the long-term leasing business increased to €133.9 million (31 December 2016: €106.3 million). > TABLE 032 (Condensed) statement of cash flows in € million EBIT Cash flow from operating activities Cash flow from investing activities Free cash flow Cash flow from financing activities Effect of foreign exchange rate changes on cash Change in cash and cash equivalents 2017 549.4 615.8 – 237.6 378.3 – 472.5 – 12.2 – 106.4 2016 434.8 414.3 – 2,264.3 – 1,850.0 2,026.3 0.2 176.5 TABLE 029 Change 26.3% 48.6% 89.5% > 100% <– 100% <– 100% <– 100% Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 97 Profitability of long-term leasing business in € million Revenue Adjusted EBITDA Adjusted EBIT Earnings before taxes (EBT) Financial position of long-term leasing business in € million Liabilities to banks (gross) Liabilities from financial services Lease liabilities Calculatory equity Total Leased assets Lease receivables Total 2017 574.3 121.0 3.6 5.5 2017 133.9 85.7 1,131.1 47.4 1,398.1 522.3 875.8 1,398.1 2016 480.5 99.7 4.0 4.5 2016 106.3 8.3 1,007.2 39.4 1,161.2 429.7 731.5 1,161.2 TABLE 030 Change 19.5% 21.3% – 10.5% 20.4% TABLE 031 Change 25.9% > 100% 12.3% 20.4% 20.4% 21.6% 19.7% 20.4% KION GROUP AG | Annual Report 201798 Refinancing of long-term leasing business TABLE 032 2017 2016 in € million Liabilities to banks (gross) Promissory note – gross 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 thereof non-current leasing business thereof non-current leasing business KION Group 133.9 3,188.6 106.3 KION Group 1,259.6 1,010.0 7.7 – 8.6 – – – 2,268.7 133.9 – 173.2 2,095.5 1,131.1 85.7 3,312.3 512.1 29.4 541.4 – 133.9 1,131.1 85.7 1,350.7 – – – – 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 – – – 3,853.8 1,350.7 4,396.6 1,121.8 Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 99 KION GROUP AG Business activities the Group. Detailed reports in this regard are set out in the ‘Busi- ness performance’ and ‘Financial position and financial perfor- mance of the KION Group’ sections. By contract dated 13 March 2017, KION Holding 2 GmbH was merged into KION GROUP AG; the merger cut-off date was defined as 1 January 2017. The merger took effect when it was KION GROUP AG is the strategic management holding company entered in the commercial register on 22 June 2017. As the impact in the KION Group. KION GROUP AG holds all the shares in DH on the financial performance and financial position of KION Services Luxembourg Holding S.à r.l. and thus all the shares in the GROUP AG is not material, no further disclosures are provided. subsidiaries in the Supply Chain Solutions segment. Furthermore, KION GROUP AG is the sole shareholder of Linde Material Han- dling GmbH, Aschaffenburg, which holds almost all the shares of Financial performance the companies in the Industrial Trucks & Services segment. The annual financial statements of KION GROUP  AG have KION GROUP  AG does not have any operating activities itself. been prepared in accordance with the provisions in the German The reported revenue largely arises from the performance of ser- Commercial Code (HGB) and the German Stock Corporation Act vices for affiliated companies. (AktG). The management report has been combined with the Other operating income went up by €2.5 million to €22.4 mil- group management report. The consolidated financial state- lion and includes, in particular, gains on the measurement of bank ments have been prepared in accordance with International accounts and cash pools in foreign currencies. Financial Reporting Standards (IFRSs) and the additional provi- The cost of materials is related to the revenue from the sions in section 315e HGB. Differences between the accounting provision of services and mostly consists of expenses for con- policies in accordance with HGB and those in accordance with sultancy services. IFRSs arise primarily in connection with the accounting treatment Personnel expenses fell to €42.4 million (2016: €43.9 million) of financial instruments, provisions and deferred taxes. due to a smaller addition to the provisions for performance share Management system, future development and risk position plans and bonuses. There was a countervailing effect from the increase in the number of employees, resulting in a rise in salaries. Other operating expenses rose by €16.8 million to €68.3 mil- lion owing to losses on the measurement of bank accounts and cash pools in foreign currencies. Costs for external services and As a holding company without any operating activities of its own, consultancy are another substantial component of other operat- KION GROUP  AG is indirectly dependent on the earnings and ing expenses. economic performance of its subsidiaries. The management sys- The main changes in net financial income/expenses were tem, expected development and the opportunities and risks of as follows: the KION Group are described in detail in the ‘Management sys- tem’ and ‘Outlook, risk report and opportunity report’ sections of this combined management report. Business performance in 2017 The business performance and position of KION GROUP AG are largely determined by the business performance and success of – Of the total income from profit-transfer agreements, €500.6  million related to Linde Material Handling GmbH. In 2016, KION Holding 2 GmbH (now merged into KION GROUP  AG) had transferred its profit of €361.3  million to KION GROUP AG; this figure included the amount for Linde Material Handling GmbH. – Interest expenses and similar charges, which amounted to €48.8  million (2016: €27.0  million), arose mainly from the KION GROUP AG | Annual Report 2017100 external financing of the KION Group via the promissory note Net assets and the loan facilities as well as, to a smaller extent, from interest charged on intercompany liabilities and the unwind- At the end of 2017, the total assets of KION GROUP  AG had ing of the discount on pension provisions (2016: from the pro- increased by approximately 38.8  per  cent year on year to vision of credit facilities). – Other interest and similar income in the amount of €28.6 million (2016: €4.6 million) consisted for the most part of interest income €7,643.9  million. This was attributable, in particular, to KION GROUP AG having taken over the management of the cash pool for all KION Group companies in 2017. All consolidated compa- on intercompany receivables. This rise is attributable to KION nies use the cash pool to make their liquidity available to KION GROUP AG taking over the management of the cash pool in GROUP AG. 2017, resulting in an increase in intercompany receivables. – KION GROUP AG incurred tax expenses of €79.4 million as a result of its role as the parent company of the tax group in The financial assets largely comprise the carrying amounts of the equity investments in DH Services Luxembourg Holding S.à r.l. (€2,862.2  million) and Linde Material Handling GmbH 2017 (2016: €23.1  million). The use of tax loss and interest (€1,368.4 million). carryforwards had reduced tax expenses in 2016. The receivables mainly consist of loans and cash pool receivables due from other Group companies and the Company’s A total net income of €335.5  million was generated in the year entitlement to the transfer of profits from Linde Material Han- under review (2016: €258.3 million). > TABLE 033 dling GmbH of €500.6  million (2016: transfer of profits from KION Holding 2 GmbH of €361.3  million). There are long-term loans of €224.5 million. Financial performance in € million Revenue Other operating income Material expenses Personnel expenses Other operating expenses Depreciation expense Operating loss Net financial income Income taxes Net income 2017 24.3 22.4 – 0.5 – 42.4 – 68.3 – 0.2 – 64.8 479.7 – 79.4 335.5 2016 17.6 19.9 – 0.7 – 43.9 – 51.5 – 0.1 – 58.7 340.0 – 23.1 258.3 TABLE 033 Change 38.3% 12.4% 25.0% 3.3% – 32.7% <– 100% – 10.5% 41.1% <– 100% 29.9% Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 101 TABLE 034 2017 2016 Change 2.9 4,231.2 3,389.3 20.5 7,643.9 0.1 4,474.4 974.0 56.7 5,505.3 3,692.9 2,842.5 32.1 27.6 35.7 3,855.6 – 7,643.9 20.3 4.1 38.4 2,599.9 0.1 5,505.3 > 100% – 5.4% > 100% – 63.8% 38.8% 29.9% 58.2% > 100% – 7.0% 48.3% – 100.0% 38.8% 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 As a result of the capital increase of €602.9  million imple- December 2016: €3.1 million) for former members of the Executive mented in May 2017, the €1.1  million increase in the volume of Board. KION GROUP AG recognised tax provisions of €27.6 million treasury shares and the higher net income (€335.5 million), and in connection with its role as the parent company of the tax group. after taking into account the payment of the dividend of €86.9 mil- Liabilities mainly consist of liabilities to banks of €2,214.8 mil- lion, equity rose to €3,692.9  million (31 December 2016: lion (31 December 2016: €2,546.3 million) as well as loan liabilities €2,842.5  million). The equity ratio was 48.3  per  cent as at the and cash pool liabilities to other Group companies. The liabilities reporting date (31 December 2016: 51.6 per cent). to banks comprise the financing via the promissory note, the Provisions increased by €32.6 million to €95.4 million; this was bridge loan (acquisition facilities agreement, AFA) and the syndi- mainly attributable to changes in pension provisions and tax provi- cated loan agreement (senior facilities agreement, SFA). sions. Pension provisions include provisions of €3.3  million (31 > TABLE 034 KION GROUP AG | Annual Report 2017102 Financial position As at 31 December 2017, liabilities to banks amounted to €2,214.8  million (31 December 2016: €2,546.3  million). After By pursuing an appropriate financial management strategy, the deduction of cash and cash equivalents, net debt amounted to KION Group – through KION GROUP AG – makes sufficient cash €2,194.3 million (31 December 2016: €2,489.6 million). and cash equivalents available at all times to meet the Group companies’ operational and strategic funding requirements. KION GROUP  AG is a publicly listed company and therefore Employees ensures that its financial management takes into account the interests of shareholders and banks. For the sake of these stake- The average number of employees at KION GROUP AG was 190 holders, KION GROUP AG makes sure that it maintains an appro- in 2017 (2016: 172). KION GROUP AG employed 195 people as at priate ratio of internal funding to borrowing. 31 December 2017 (31 December 2016: 185). On 4 July 2016, KION GROUP AG entered into an agreement for a bridge loan of originally €3.0 billion to finance the acquisition of Dematic. This bridge loan has been refinanced in several ways, which means that the liabilities under the AFA as at 31 December 2017 consisted solely of a floating-rate loan of €1.0 billion that is due to mature in 2021. The funds for repaying the AFA were essentially generated by two financing measures. In the first quarter of 2017, a promissory note with a nominal value totalling €1,010.0 million was issued. The promissory note is divided into several tranches that mature between 2022 and 2027 and have floating-rate or fixed coupons. KION GROUP AG entered into a number of interest-rate derivatives in order to hedge the inter- est-rate risk resulting from the floating-rate tranches. In May 2017, it implemented a capital increase that generated gross proceeds of €602.9 million. On 28 October 2015, KION GROUP AG signed a syndicated loan agreement totalling €1.5 billion with a syndicate of interna- tional banks. Following early repayment of the fixed-term tranche of €350  million, the SFA consisted solely of the revolving credit facility of €1,150.0 million as at 31 December 2017. It has a vari- able interest rate and is due to mature in 2022. As at 31 Decem- ber 2017, an amount of €184.7 million had been drawn down from the revolving credit facility. KION GROUP AG has issued guarantees to the banks for all of the payment obligations under the AFA and SFA. Neither loan is collateralised. Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 103 Final declaration to the report on relationships with affiliated entities (,Abhängigkeitsbericht‘) pursuant to section 312 (3) sentence 3 of the German Stock Corporation Act (AktG) With respect to the legal transactions and other measures mentioned in the report on relationships with affiliated entities, we hereby declare that in each case the Company received appropriate consideration in accordance with the circumstances of which we were aware at the time when the legal transactions were concluded or the measures were taken or omitted and that it did not suffer any disadvantages as a result of such measures having been taken or omitted. Frankfurt am Main, 21 February 2018 The Executive Board Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer KION GROUP AG | Annual Report 2017104 NON-FINANCIAL PERFORMANCE INDICATORS Our shared KION Group values In 2017, we defined our shared values as part of an international multi-stage process involving employees from across all units, The KION  Group’s enterprise value is determined not only by countries and hierarchy levels. Eleven global workshops with a financial KPIs but also by non-financial factors. They are based on total of around 1,000 participants were held on all continents, the Company’s relations with its customers and employees, on its ensuring that the entire workforce was represented. The values – technological position and on environmental considerations. The integrity, collaboration, courage and excellence  – provide a KION Group can only achieve the targets that it has formulated for common basis for our work together. itself in the Strategy 2027 if it is an attractive and responsible employer that can retain competent and committed employees at Headcount all sites, if it develops products and solutions that are closely tailored to customers’ needs and environmental requirements The average number of employees (full-time equivalents (FTEs), now and in future, if it continually increases the customer benefits including trainees and apprentices) in the KION Group was provided by its products and services and if it designs production 31,064 in 2017 (2016: 24,957 FTEs). processes in such a way that resources are conserved and As at 31 December 2017, the KION Group companies emissions are avoided as far as possible. employed 31,608 FTEs, 1,064 more than a year earlier. The The KION  Group firmly believes that these aspects are increase mainly took place in western and eastern Europe and important to its positioning as a pioneering company in a highly was due, among other reasons, to the consolidation of Eisen- competitive environment. giesserei Dinklage GmbH and the purchase of Nordtruck AB. > TABLE 035 Employees HR strategy The KION Group’s success is founded on the capabilities and commitment of its employees. The ultimate objective of the KION Group’s HR strategy is to provide the best possible support for the targeted implementation of the KION 2027 strategy. 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 working conditions and the opportunities for career progression afforded by working for an international group of companies play an important role in this and provide a solid basis for meeting the 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, STILL and Dematic. In 2017, STILL was recognised as a top employer for the sixth year in succession by the Top Employers Institute, an certification organisation. Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 105 Employees (full-time equivalents) * 31/12/2017 Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total 31/12/2016 Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total Industrial Trucks & Services Supply Chain Solutions 16,634 2,349 237 219 459 4,192 24,090 16,005 2,103 241 187 442 4,086 23,064 2,098 84 11 2,808 839 980 6,820 1,931 52 0 2,910 944 973 6,810 TABLE 035 Total 19,430 2,433 248 3,027 1,298 5,172 Corporate Services 698 0 0 0 0 0 698 31,608 670 18,606 0 0 0 0 0 2,155 241 3,097 1,386 5,059 670 30,544 * Number of employees (full-time equivalents) as at balance sheet date; allocation according to the contractual relationship Personnel expenses amounted to €1,989.7  million. The main reason for this increase of 30.9 per cent compared with 2016 was the rise in average headcount for 2017 and changes to collective bargaining agreements. > TABLE 036 KION GROUP AG | Annual Report 2017106 Personnel expenses in € million Wages and salaries Social security contributions Post-employment benefit costs and other benefits Total 2017 1,590.4 320.8 78.5 1,989.7 2016 1,198.3 258.4 63.6 1,520.3 TABLE 036 Change 32.7% 24.2% 23.4% 30.9% Diversity Development of specialist workers and executives The KION Group sees itself as a global manufacturer with strong In 2016, the longer-term HR strategy was revised in order to intercultural awareness: as at 31 December 2017, people from ensure even better and more targeted development for employ- 86 different countries were employed across the KION Group. ees with high potential. One of the ways in which the Company promotes interna- In addition to the development activities geared specifically to tional collaboration between employees is the KION expat pro- high-potential employees, greater priority will be given to succes- gramme, which gives employees the opportunity to transfer to sion planning for key positions in the KION Group in future and a different countries where the KION Group is represented. long-term process will be implemented for this purpose. The KION Group is tackling the challenges of demographic Finding highly qualified people to fill specialist and executive change in a variety of ways, for example by providing working positions is very important to the KION Group. As a result, one of conditions that are suited to employees’ age-related require- the focuses of HR work across the Group in 2017 was, as in the ments and organising healthy-living programmes so that it can previous years, the recruitment and development of suitable continue to benefit from older employees’ experience. As at young talent. 31 December 2017, 27.0 per cent of employees were over the age The KION Group endeavours to offer its employees interesting of 50 (31 December 2016: 26.5 per cent). career opportunities and flexible, family-friendly working-time Compared with the previous year, the proportion of the models. The Group companies also collaborate closely on areas KION Group’s total workforce made up of women was virtually such as talent management and training & development pro- unchanged in 2017, at 16.0  per  cent (2016: 16.3  per  cent). grammes. This helps to systematically identify and support staff To help increase the proportion of management positions occu- with potential, high performers and experts in key functions. The pied by women, the Executive Board set targets that are pub- STILL Academy offers subject-specific and interdisciplinary train- lished in the corporate governance report. Going forward, the ing courses. There is also an academy at Linde Material Handling KION Group intends to fill more management positions interna- and Dematic that develops employees’ skills, particularly in sales tionally in order to better fulfil the continually growing require- and service. ments placed on the Company. The KION Group offers flexible working-time models that pro- mote a good work-life balance. In addition, Linde Material Handling has implemented a company agreement about ‘teleworking/home office’, which stipulates the terms on which employees can work at home on a mutually agreed and voluntary basis. Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 107 Training and professional development A new manager survey was carried out in 2017 which revealed that the action plan derived from the earlier survey had The companies in the KION Group currently offer training for been successfully implemented and we were therefore able to 19  professions in Germany. Besides providing dual vocational improve on the results of the 2015 survey. training schemes, KION Group companies offer work place- ments for students combining vocational training with a degree Health and safety in the workplace course in cooperation with various universities. They employed a total of 579 trainees and apprentices as at 31 December 2017 The KION Group has a corporate policy setting out its obligations (31 December 2016: 580). in respect of health, safety and the environment (HSE). These include taking comprehensive precautions to create a safe work- Sharing in the Company’s success ing environment and ensuring employees know how to avoid risks and accidents. The policy was updated in 2017. The KION Group launched the KION Employee Equity Programme HSE activities centre on an internal audit programme, which (KEEP) in 2014. Initially limited to Germany, the programme was covers all of the KION Group’s production facilities as well as then rolled out to more countries. Around 1,100 employees par- sales and service. The aim is to systematically document existing ticipated in this share matching programme in 2017, roughly HSE measures and processes and to provide specific ideas for 5 per cent of the total number who are eligible to do so. how they can be developed further. Last year, nine central HSE The plan for 2018 is to give employees in other countries the audits were carried out within the KION Group. Having started in opportunity to share in the company’s success by participating 2016, the evaluation of possible HSE risks at sales and service in KEEP. sites was completed in 2017. In 2017, the remuneration of the approximately 450 top exec- The KION Safety Championship, which was introduced in utives was updated by continuing the long-term remuneration 2014, offers additional motivation for employees to continually components that had been introduced in 2014. Another alloca- engage with HSE matters. Based on regular reporting from the tion under the long-term incentive plan (LTI) was made in the year individual units and a set of four defined evaluation criteria, a under review. Employee commitment panel of judges awards prizes to those units that have shown special dedication or considerable progress in an area of HSE. In 2017, Linde China’s tools and cutting team in Xiamen was crowned champion. The KION Group’s products and services destined for its cus- HSE managers at the KION Group’s production facilities and tomers are produced by committed and motivated employees. in its sales and service units have the opportunity to meet and talk That is why all KION companies aim to ensure a high level of with one another at annual conferences. employee commitment. The health rate for 2017 stood at the high level of 96.7 per cent Based on the manager survey conducted in 2015 and the (2016: 96.2 per cent). Details of the other HSE key performance action plan derived from it, a package of measures was defined indicators and of the measures initiated and implemented in 2017 and implemented in 2016 as part of the new ‘Lift up’ corporate will be included in the KION Group’s separate sustainability initiative, in particular to ensure the new organisational structure is report, which will be published in April 2018 on the following web- firmly embedded and to communicate the KION Group’s strategy site: http://reports.kiongroup.com/2017/sr. more widely. Alongside this objective, collaboration was further improved by holding a number of team workshops. KION GROUP AG | Annual Report 2017108 Research and development which ensures that research findings and technological know- how are shared across the Group. Building on this, local product Strategic focus of research and development development teams working for the individual brand companies and regions develop customer-specific solutions. The KION Group’s innovation strategy is an integral element of KION 2027. Research and development is set up so as to provide Key R&D figures the best possible support for the KION Group’s objective of becoming the world’s leading supplier of integrated, automated Total spending on research and development came to €212.3 mil- supply chain solutions and mobile automation solutions. The lion in 2017 (2016: €147.1 million), which equates to 2.8 per cent of innovativeness of the portfolio is being significantly increased by revenue (2016: 2.6  per  cent). The increase was predominantly concentrating even more heavily on automation and robotics attributable to Dematic being consolidated for the whole of the solutions that are based on an overarching software platform and year. Total R&D expenditure included €75.4 million in capitalised enable fully automated warehouses to become a reality. The development costs (2016: €50.6 million). Alongside this addition focus areas selected for product development will push forward to capitalised development costs, there were amortisation and the integration of autonomous trucks and automated guided impairment charges of €69.0 million (2016: €57.0 million) (see note vehicle systems into end-to-end solutions for warehouses. This [17] in the notes to the consolidated financial statements). means an even stronger emphasis on new drive technologies and At 1,533, the number of full-time jobs in R&D teams was up automation / robotics solutions. Another area of focus is the by 3.8 per cent compared with the end of 2016. > TABLE 037 refinement of the warehouse management system. Given that the digitalisation of solutions and processes is of The KION Group takes comprehensive measures to protect the the utmost importance for the KION Group’s future portfolio, products it develops against imitations and pursues a dedicated research and development form part of an overarching digitalisa- patent strategy. In 2017, the KION companies applied for a total of tion strategy. The KION Digital Campus is helping to significantly 101 new patents (2016: 93). As at 31 December 2017, the compa- accelerate projects to digitalise the existing core business and nies of the KION Group held a total of 2,808 patent applications ensure that they are fully aligned with the requirements of the and issued patents (31 December 2016: 2,689 patent applica- Operating Units and their customers. tions and issued patents). At the same time, R&D will continue to be structured cost-effectively. The complexity and diversity of products will be further reduced and development times for new products will be shortened, despite the wider range available to customers. R&D essentially works on a cross-brand and cross-region basis, 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 2017 137.0 75.4 212.3 2.8% 2016 96.5 50.6 147.1 2.6% TABLE 037 Change 41.9% 49.0% 44.4% – Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Report on the economic position 109 Focus of R&D in 2017 Automation and connectivity foods, the Multishuttle 2 Freezer. This means that a complete line of products for the cold chain market can now be offered. Dematic has also unveiled a new automated truck configuration The two segments have developed numerous products aimed at that forms part of the compact range. This product range is further improving the automation and connectivity of warehouse based on a modular system that offers particularly fast delivery and logistics solutions. This enables customers to speed up their times and low up-front costs. processes even more, seamlessly integrate all stages of produc- tion and logistics and use the same floor space more efficiently. Warehouse management system One of the products launched by Linde is the new Linde The Supply Chain Solutions segment also focused on refining the R-MATIC reach truck, which autonomously fills shelves with central software solution, Dematic iQ. In the second quarter of goods and replenishes them with a high level of process reliability. 2017, Dematic published an update for its Dematic IQ software The development and production of automated trucks is also the (version 2.4). Among other benefits, the update enables stock to objective of the alliance with French robotics developer Balyo, be replenished more quickly on the shop floor, reduces product which was extended in May 2017. The new Linde K-MATIC order- damage and allows more products to be stored in the same picker truck and other products have been introduced under this space. The iQ 2.5 version released in the third quarter also offers partnership. Automated versions can now be supplied for virtually innovative material flow analysis that makes it much easier to all of the main warehouse trucks and very narrow aisle (VNA) manage complex systems on a day-to-day basis thanks, in part, trucks. Also available is the new Truck Call app for digital order to the clear presentation of data. management, which enables transport tasks to be managed more effectively. Digitalisation extends to safety features, too. Linde Drive technology Safety Guard, an assistance system for alerting pedestrians and In 2017, Linde and STILL equipped significantly more trucks with avoiding collisions, and Linde Safety Scan contribute to the safety- lithium-ion technology. Customers of Linde, for example, now conscious management of the entire material handling process. have a choice of more than 30 warehouse truck models fitted with STILL has added an automated tugger train solution to its a lithium-ion battery, including pallet stackers, double stackers, portfolio of automation solutions as a new member of the iGO order pickers and reach trucks – thereby encompassing virtually product family. The iGo neo CX 20, a self-driving order picker all logistics tasks in the warehouse. launched in 2016, has been integrated with solutions from Dematic (e.g. the Pick-to-Voice system) and added to the port- folio. The product range for efficient and rapid warehouse pro- cesses and picking is rounded off by the innovative horizontal and vertical order pickers and the very narrow aisle trucks with swivel traverse or telescopic forks that were introduced on the market in 2017. Another efficient piece of equipment for the warehouse is the new ECU 15 C electric pallet truck while, for the medium to long-distance transport of goods, sit-on low-lift and high-lift pallet trucks along with double-decker pallet trucks are now available with powerful lithium-ion technology. STILL also teamed up with Audi and Dematic on an innovative project to create a smart fac- tory incorporating the automated transport of bulk carriers – from the high rack warehouse to the packing line. One of the new developments from Dematic is an automated, low-energy solution for fulfilling orders of refrigerated and frozen KION GROUP AG | Annual Report 2017110 Customers Sustainability The KION Group’s industrial trucks and supply chain solutions Acting responsibly is one of the principles by which the KION are deployed in all kinds of industries. Group and its brand companies operate. They strive for a balance The Industrial Trucks & Services segment has a very broadly between environmental, economic and social considerations in diversified customer base, ranging from large key accounts with their business activities. This focus on sustainability is reflected in global operations to small and medium-sized enterprises that the Group’s eco-friendly and safe products that help customers typically order just a few trucks each year. to conserve energy, reduce emissions and comply with strict The Supply Chain Solutions segment benefits from long-stand- workplace safety standards (see the ‘Research and develop- ing customer relationships with major players in the e-commerce ment’ section). Furthermore, the KION Group ensures that its and logistics sectors. They influence the success of the seg- production processes have as minimal an impact on the environ- ment’s new business and service business. The Dematic Oper- ment as possible and that it offers safe and discrimination-free ating Unit’s focus industries also include general merchandise, working conditions. grocery wholesale and retail, fashion, food and beverages, and The first groupwide sustainability report was published in the parcel and courier services. The KION Group including Dematic year under review. As well as comprehensive information on strat- already ranks among the global market leaders in most of these egy, the management approach and structures for sustainability, sectors and enjoys excellent relationships with its customers. It the report contains data on relevant key performance indicators. has been able to strengthen these relationships through joint The report to be published in 2018 (see: http://reports.kiongroup. development projects and other initiatives. com/2017/sr) will also include the KION Group’s non-financial The KION brand companies again exhibited at the sector’s declaration as required under the German law to implement the leading trade fairs in various regions in 2017 in order to intensify CSR directive. For this reason, the KION Group has not provided their collaboration with customers and partners. detailed information in the 2017 combined management report. The KION Group’s full range of products in the Industrial Trucks & Services and Supply Chain Solutions segments was represented for the first time at ProMat, which was held in Chicago in April 2017. Numerous new products were unveiled. For example, the market launch of new Linde and Baoli counterbalance trucks in North America was announced. Dematic demonstrated its Dematic iQ warehouse execution system, robotics order picking and other products. The KION brands also showcased the full spectrum of solutions at Movimat in São Paulo in October 2017. At the Hannover Messe trade fair (CeMat preview), STILL highlighted the latest topics and solutions. The KION Group also participated in various other trade fairs, including Logistica in Utrecht, where Dematic exhibited innovative technologies for the storage and retrieval of small parts, and Logimat in Stuttgart, at which not only Linde and STILL but also Baoli presented their portfolios for the EMEA region. In addition, numerous customer and dealer events as well as training courses were held. Once again, the KION brand companies attracted attention by collecting a number of accolades in 2017. STILL, for example, was again among the winners at the International Forklift Truck of the Year (IFOY) awards. Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 111 Outlook, risk report and opportunity report OUTLOOK Assumptions Forward-looking statements The forecasts in this section are derived from the KION Group’s multiple-year market, business and financial plan, which is based on certain assumptions. Market planning takes into account macroeconomic and industry-specific performance, which is The forward-looking statements and information given below are described below. Business planning and financial planning are based on the Company’s current expectations and assessments. based on expected market performance, but also draw on other Consequently, they involve a number of risks and uncertainties. assumptions, such as those relating to changes in the cost of Many factors, several of which are beyond the control of the KION materials, the KION Group’s ability to command higher prices Group, affect the Group’s business activities and profitability as from customers and movements in exchange rates. well as the earnings of KION GROUP AG. Any unexpected develop- ments in the global economy would result in the KION Group’s Expected macroeconomic conditions and KION GROUP AG’s performance and profits differing signifi- cantly from those forecast below. The KION Group does not In its outlook for 2018 published in January, the International undertake to update forward-looking statements to reflect subse- Monetary Fund (IMF) predicts global output growth of 3.9 per cent, quently occurring events or circumstances. Furthermore, the which is slightly higher than the rate for the past year. Besides the KION Group cannot guarantee that future performance and sustained upturn in Europe and Asia, stimulus from the US tax actual profits generated will be consistent with the stated assump- reforms approved in late 2017 is having a positive effect. At tions and estimates and can accept no liability in this regard. 4.6  per  cent, the worldwide volume of trade is expected to be Actual business performance may deviate from our fore- close to its 2017 level. casts due, among other factors, to the opportunities and risks The outlook for macroeconomic conditions is based, in par- described here. Performance particularly depends on macroe- ticular, on the assumption that conditions in financial markets will conomic and industry-specific conditions and may be negatively continue to be favourable and that market sentiment will remain affected by increasing uncertainty or a worsening of the eco- upbeat. These factors will support further growth of demand, nomic and political situation. particularly in terms of capital expenditure. Furthermore, it is expected that trading partners of the United States will also ben- Outlook for 2017 efit from the US tax reforms. Expected sectoral conditions The overall assessment of the financial situation of the KION Group compares the outlook included in the 2016 combined Going forward, the overall market for industrial trucks and ware- management report and the adjusted outlook in the Q3 2017 house systems will continue to depend heavily on the strength quarterly statement with actual performance in 2017. of the economy in the main sales markets. In past years, the market’s growth – measured by the number of new trucks sold and the revenue of the largest system manufacturers – has con- sistently exceeded the growth rates for global gross domestic product (GDP). In view of the generally positive macroeconomic prospects, the KION Group anticipates that the worldwide mar- ket for industrial trucks and warehouse systems will continue to expand in 2018. KION GROUP AG | Annual Report 2017112 Following very strong growth in the global market for new indus- to €835  million. Free cash flow is expected to be in a range trial trucks in 2017, growth rates are predicted to normalise, between €410 million and €475 million; the cash payment for the returning closer to the long-term trend of around 4  per  cent. planned acquisition of a non-controlling interest in the Chinese Europe and North America are expected to register further mod- company EP Equipment has already been factored in. The target erate increases in orders. The KION Group anticipates continued figure for ROCE is in the range of 8.7 per cent to 9.7 per cent. The growth in demand in China, with a rise in the proportion of electric outlook for free cash flow and ROCE reflects the impact of apply- forklift trucks and warehouse trucks. The constantly increasing ing the new IFRS accounting standards for the first time. Further number of trucks in operation worldwide provides a sustainable details can be found in the ‘Basis of preparation’ section of the customer base for the service business. notes to the consolidated financial statements. Demand for supply chain solutions is likely to be underpinned Order intake in the Industrial Trucks & Services segment is by the strong inclination to invest seen in the main customer expected to be between €5,950 million and €6,150 million. The industries in connection with multichannel and e-commerce target figure for revenue is in the range of €5,700  million to strategies. In the years ahead, market growth of around €5,900 million. The target range for adjusted EBIT is €650 million 10 per cent per year is predicted. to €685 million. Expected business situation and financial performance of the KION Group Order intake in the Supply Chain Solutions segment is expected to be between €2,100 million and €2,400 million. The target figure for revenue is in the range of €2,000  million to €2,300 million. The target range for adjusted EBIT is €180 million to €215 million. In 2018, the KION Group aims to build on its successful performance The outlook is based on the current exchange rate environ- in 2017 and, based on the forecasts for market growth, achieve ment and the assumption that material prices will hold steady. further increases in order intake, revenue and adjusted EBIT. > TABLE 038 The order intake of the KION Group is expected to be between €8,050 million and €8,550 million. The target figure for consolidated revenue is in the range of €7,700  million to €8,200 million. The target range for adjusted EBIT is €770 million Outlook in € million Order intake * Revenue * Adjusted EBIT Free cash flow ROCE TABLE 038 KION Group Industrial Trucks & Services Supply Chain Solutions 2017 Actual 2018 Outlook 2017 Actual 2018 Outlook 2017 Actual 2018 Outlook 7,979.1 8,050 – 8,550 5,859.5 5,950 – 6,150 2,099.2 2,100 – 2,400 7,653.6 7,700 – 8,200 5,630.9 5,700 – 5,900 2,006.3 2,000 – 2,300 765.6 378.3 9.9% 770 – 835 410 – 475 8.7% – 9.7% 640.1 650 – 685 181.4 180 – 215 – – – – – – – – * Disclosures for the segments Industrial Trucks & Services and Supply Chain Solutions include also intra-group cross-segment order intake and revenue (Total revenue) Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 113 Expected financial position of the KION Group Principles of risk management Having significantly reduced its borrowing in the reporting year, The procedures governing the KION Group’s risk management the KION Group intends to use free cash flow to achieve a further activities are laid down in internal risk guidelines. For certain types moderate decrease in net debt. of risk, such as financial risk or risks arising from financial services, Overall statement on expected performance risks. Risk management is organised in such a way that it directly reflects the structure of the Group itself. Consequently, risk The KION Group believes it will continue along its path of profit- officers supported by risk managers have been appointed for able growth and aims to further improve its market position each company and each division. A central Group risk manager the relevant departments also have guidelines that are specifically geared to these matters and describe how to deal with inherent worldwide in 2018. RISK REPORT Risk strategy is responsible for the implementation of risk management pro- cesses in line with procedures throughout the Group. His or her remit includes the definition and implementation of standards to ensure that risks are captured and evaluated. The risk management process is organised on a decentral- ised basis. Firstly, a groupwide risk catalogue is used to capture the risks attaching to each company. Each risk must be captured individually. If the losses caused by a specific risk or the likelihood of this risk occurring exceed a defined limit, the KION Group’s The business activities of the KION Group necessarily involve risk. Executive Board and its corporate controlling function are notified Dealing responsibly with risk and managing it in a comprehensive immediately. Each risk is documented in an internet-based manner is an important element of corporate management. The reporting system designed specifically for the requirements of overarching aim is to fully harness business opportunities while risk management. Risks affecting more than one Group com- ensuring that risk always remains under control. Using its group- pany, such as market risks, competition risks, financial risks and wide risk management system, the KION Group contains all iden- risks arising from financial services, are not recorded individually tified risks by implementing suitable measures and takes appro- but are instead evaluated at Group level. Consequently, such priate precautions. This ensures that the losses expected if these risks are not quantified. risks arise will be largely covered and therefore will not jeopardise The scope of consolidation for risk management purposes is the Company’s continuation as a going concern. the same as the scope of consolidation for the consolidated Risk management is embedded in the corporate controlling financial statements. The risks reported by the individual compa- function and plays an active and wide-ranging role due to the nies are combined to form divisional risk reports as part of a rig- strategic focus of corporate controlling. The Operating Units’ orous reporting process. To this end, minuted risk management business models, strategic perspectives and specific plans of meetings are held once a quarter. Moreover, material risks are action are examined systematically. This ensures that risk man- discussed with the segments at the business review meetings. agement is fully integrated into the KION Group’s overall planning The divisional risk reports are then used to compile an aggregate and reporting process. risk portfolio for the KION Group as a whole. To support this, the relevant departments of the holding company are consulted each quarter in order to identify and assess risk – particularly Company-wide, cross-brand risk affecting areas such as treasury, purchasing, tax, human resources and financial services. The Executive Board of KION GROUP  AG and the Supervisory KION GROUP AG | Annual Report 2017114 Board’s Audit Committee are informed of the Group’s risk posi- functions, the double-checking principle and adherence to tion once a quarter. The Internal Audit department audits the risk policies and instructions. management system at regular intervals. The employees involved in the (Group) accounting process Material features of the internal control and risk management system pertaining to the (Group) accounting process Principles 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 up for the consolidation process and are worked through in a The main objectives of the accounting-related internal control standardised manner. All postings are managed centrally and system are to avoid the risk of material misstatements in financial documented. This team also monitors the system-based controls reporting, to identify material mismeasurement and to ensure and supplements them with manual checks. The entire accounting compliance with the applicable regulations and internal instruc- process contains a number of specific approval stages, for which tions. This includes verifying that the consolidated financial state- extensive plausibility checks have been set up. Employees with ments and combined management report comply with the rele- the relevant expertise provide support on specialist questions vant accounting standards. and complex issues. Internal control mechanisms and ongoing analysis of the reg- Material processes and controls in the ulatory framework enable any risks that might jeopardise the (Group) accounting process compliance of the consolidated financial statements and group management report with accounting standards to be identified as For its (Group) accounting process, the KION Group has defined soon as possible so that appropriate countermeasures can be suitable structures and processes within its internal control and risk taken. Such risks form part of the KION Group’s aggregate risk management system and implemented them in the organisation. profile and are classified as operational risk. Changes to the law, accounting standards and other pro- The Internal Audit department evaluates governance, risk nouncements are continually analysed with regard to their rele- management and the control processes by following a systematic vance and effect on the consolidated financial statements and and structured process, thus helping to bring about improve- group management report; the relevant changes are then incor- ments. It focuses primarily on the following aspects: porated into the Group’s internal policies and systems. All consolidated entities must follow the KION GROUP IFRS Accounting Manual when preparing their IFRS reporting pack- ages. This manual contains the recognition, measurement and disclosure rules to be applied in the KION Group’s accounting in accordance with IFRS. The accounting guidelines primarily explain the financial reporting principles specific to the KION Group’s business. In addition, all companies must adhere to the schedule defined by head office for preparing the consolidated financial statements and group management report. The accounting-based internal control and risk manage- ment system encompasses defined control mechanisms, automated and manual reconciliation processes, separation of systems for avoiding financial losses – appropriateness and effectiveness of the internal control – compliance with legal requirements, directives from the – correct performance of tasks and compliance with business Executive Board, other policies and internal instructions principles Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 115 Risk Aggregate risk The aggregate risk position was largely unchanged compared with the end of 2016. With regard to 2018, the risks in the risk matrix below will be continually observed and evaluated in terms of their extent and probability of occurrence. For example, the KION Group considers the probability of market risk materialising as low because of the generally positive market expectations. However, the possible 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 business situation and financial perfor- mance. As things stand at present, there are no indications of any risks that could jeopardise the Company’s continuation as a going concern. > DIAGRAM 005 The market risks and competition risks described, the risks along the value chain, the human resources risks and the legal risks largely relate to the Industrial Trucks & Services and Supply Chain Solutions segments. Risks arising from financial services mainly affect the Industrial Trucks & Services segment, while financial risks would predominantly impact on the Corporate 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 • Production risk • Procurement 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 Services segment. HIGH RISK MEDIUM RISK LOW RISK Market risks and competition risks Market risks Despite the increase in the proportion of revenue generated Market risk can arise when the economy as a whole or a particu- outside the eurozone (due in part to the strong North American lar sector does not perform as well as had been anticipated in the business of the Supply Chain Solutions segment), the bulk of outlook. Cyclical fluctuations in macroeconomic activity affect revenue continues to be billed in euros. As a result, the market both the market for industrial trucks and the market for auto- conditions that prevail in the eurozone impact significantly on the mated supply chain solutions. Customers’ decisions on whether KION Group’s financial performance. In view of the continued sta- to invest depend to a large degree on the macroeconomic situa- bilisation of economic growth, even – and especially – in coun- tion and conditions in their particular sector. During an economic tries that were hit hard by the financial and economic crisis, the downturn, or even just periods of heightened economic uncer- direct market risk arising from a downturn in the economy has tainty, customers tend to postpone their capital expenditure further reduced for the eurozone. However, any weakening of plans. Although demand for services is less cyclical, it correlates economic growth affecting major trading partners, e.g. China, with the degree of utilisation of the trucks and systems – which might reduce eurozone customers’ willingness to invest and con- usually declines during difficult economic periods. As the KION sequently the demand for the KION Group’s products. Group can only adjust its fixed costs to fluctuations in demand to Any loss of momentum in the emerging markets could also a limited extent, reductions in revenue impact on earnings. have a negative effect on global trade volumes and thus on KION GROUP AG | Annual Report 2017 116 growth in the material handling market. The market risks referred manufacturers in emerging markets are also looking for opportu- to could be heightened by geopolitical risk, including protectionist nities to expand. Although the high quality expectations and ser- measures and possible currency crises. However, it is not cur- vice needs of customers in developed markets present a barrier rently foreseeable whether these risks will become relevant and to growth for many of these manufacturers, this situation is likely then have a material effect on the business situation and financial to intensify competitive pressures in future. performance. The geopolitical situation is monitored closely. It is also conceivable that competitors will join forces and Various measures aimed at making cost structures more their resulting stronger position will be detrimental to the KION flexible – such as the consolidation of production facilities, lever- Group’s sales opportunities. Moreover, predictions of higher aging of cost synergies and the platform strategy – help to con- volumes and margins may lead to overcapacity, which would put tain the earnings risk arising from reductions in revenue caused increased pressure on prices. by economic conditions. Diversification of the customer base in Although the excellent customer benefits provided by its terms of industry and region as well as expansion of service activ- products have enabled the KION Group to charge appropriate ities also play a role in mitigating risk. Moreover, the KION Group prices until now, it is taking a variety of steps to contain competi- closely monitors the market and its competitors so that it can tion risk. Alliances, partnerships, acquisitions and other meas- identify market risks at an early stage and adjust its production ures are increasingly playing a role in improving the KION Group’s capacities in good time. Besides global economic growth and competitiveness in terms of resources, market access and product other data, the KION Group also analyses exchange rates, price range. The steps that the KION Group is taking to mitigate its stability, the consumer and investment climate, foreign trade competition risk also include making its plants more efficient and activity and political stability in its key sales markets, constantly securing low-cost sources of supply. monitoring the possible impact on its financial performance and The KION Group also continually evaluates its options for financial position. Other risks arise as a result of constant changes strengthening and consolidating its position in emerging markets, in the Company’s political, legal and social environment. Because in particular through proactive cross-selling by the two operating it operates in countries in which the political or legal situation is segments, strategic partnerships, the creation of joint ventures or uncertain, the KION Group is exposed to the consequent risk of acquisition of local manufacturers. One of the risks of such government regulation, changes to customs rules, capital con- alliances and acquisitions is that the expected benefits will mate- trols and expropriations. The KION Group mitigates such strate- rialise only partly or not at all. For example, the organisational inte- gic risks by, for example, carrying out in-depth market research, gration of new units can harm financial performance for a variety conducting thorough evaluation procedures to assess political of reasons. It is also possible that a partner will collaborate with and economic conditions and drafting contracts appropriately. competitors if exclusivity agreements are not in place. Competition risks Risks along the value chain Competition risk describes the risk that growing competitive pressure will prevent the KION Group from achieving its predicted Research and development risks margins and market share. The markets in which the KION Group The KION Group’s market position and business performance operates are characterised by strong competition, often price- depend to a large extent on its ability to build on its leading tech- driven. Price competition is compounded by some manufacturers nological position in respect of individual products and system having cost advantages in production, sometimes due to the cur- solutions in order to become the leading supplier of automated rency situation and sometimes because local labour costs are supply chain solutions and mobile automation solutions. This lower. This mainly affects the Industrial Trucks & Services seg- requires the Group to continually develop products that meet ment, where competition is fierce, particularly in the economy customer expectations and comply with changing regulatory and and volume price segments, and the impact is especially strong technological requirements. To this end, the KION Group must in emerging markets. Building on their local competitive strength, anticipate customers’ needs and changing market conditions – Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 117 including the growing use of digital technologies in value chains – Production risks and has to quickly bring new products to market. If the Company Production risks are largely caused by quality problems, possible does not succeed in doing this, its technological and competitive disruptions to operational procedures or production downtime at position could be compromised in the long term. individual sites. In such cases, the KION Group’s closely inte- The innovations developed by the KION Group are compre- grated manufacturing network presents a heightened risk to its hensively protected by intellectual property rights, in particular ability to deliver goods on time. There is also a risk that structural patents. Nevertheless, there is always the possibility that prod- measures and reorganisation projects will not be implemented ucts or product components will be imitated. There is also a risk owing to disruption of production or strikes. Delays in delivery or that patent applications will not be successful. The KION Group a rise in the number of complaints could harm the KION Group’s mitigates research and development risk by focusing firmly on positioning in the price segments and sales markets that it serves customer benefit in its development of products and solutions. and, as a result, could harm its financial situation. Customer needs are incorporated into the development pro- To mitigate these risks, the KION Group carries out preven- cess on an ongoing basis by ensuring close collaboration tive maintenance, implements fire protection measures, trains its between sales and development units and taking account of all staff and builds a pool of external suppliers. The Company has region-specific requirements. taken out a commercially appropriate level of insurance cover Procurement risks against loss. Quality assurance is a high priority throughout the value chain and reduces possible quality-related risks arising Procurement activities constitute a potential risk for the KION from the products and services provided. The KION Group miti- Group in terms of the general lack of availability of parts and com- gates its quality-related risks significantly by applying rigorous ponents and the rising cost of raw materials, energy, inputs and quality standards to its development activities, conducting strin- intermediate products. In particular, restricted capacity in a tight gent controls throughout the process chain and maintaining supplier market could result in the KION Group facing backlogs in close contact with customers and suppliers. the supply of individual raw materials and components. The KION Group obtains some of its key components from a limited number Risks arising from customer project business of core suppliers. Key components in the Industrial Trucks & Ser- In the customer project business, risks can arise from deviations vices segment include internal combustion engines, tyres and from the schedule originally agreed with the customer, potentially high-performance forged and electronic parts. leading to revenue and profit being recognised in subsequent The risk of supply bottlenecks – for example in the event of a years or, in isolated cases, contractual penalties having to be paid. shortage of raw materials or financial difficulties at core suppliers Another possible risk is that the technology deviates from the – cannot be ruled out in future. The KION Group mitigates this risk promised specifications, which may result in additional completion through appropriate diversification of its supplier structure in the costs. The long-term nature of individual projects can lead to cost context of a global procurement organisation. In addition, the increases over the term of the project that were not anticipated in supplier development department, which focuses on improving the project costing and cannot be passed onto the customer. suppliers’ production processes, helps suppliers to ensure that To mitigate these risks in the Supply Chain Solutions seg- their processes are cost-efficient and offer excellent quality. ment, project management includes a comprehensive process of Price changes present another procurement-related risk. In 2017, risk management. This involves detailed evaluation of the risks around 25 per cent of the cost of materials for new trucks was when defining the technical aspects of quotations plus financial directly influenced by changes in commodity prices (2016: around risk provisioning based on the individual project specifications 25 per cent). Moreover, conditions in the commodity markets typ- when preparing quotations. A multistage approval process based ically affect component prices after a delay of three to six months. on an extensive list of criteria ensures that financial, country-spe- The KION Group endeavours to pass on price increases to cus- cific, currency-specific and contractual risks are largely avoided. tomers but cannot always do so entirely due to market pressures. KION GROUP AG | Annual Report 2017118 The potential risks that may arise in the project realisation phase Financial risks are analysed in every individual project using detailed continuous reviews based on the individual items of work that make up the Group Treasury is responsible for ensuring that sufficient financial project. This keeps potential risks to a minimum. resources are always available for the KION Group’s international Sales risks growth. The main types of financial risk managed by Group Treasury, including risks arising from funding instruments, are The main sales risks – besides a drop in revenue caused by mar- liquidity risk, currency risk, interest-rate risk and counterparty risk. ket conditions – result from dependence on individual customers Counterparty risk consists solely of credit risks attaching to finan- and sectors. For example, it is possible that customers would cial institutions. Risk management procedures issued by Group postpone or cancel orders during a period of economic difficulty. Treasury stipulate how to deal with the aforementioned risks. There have not been any significant cancellations in previous Non-current financial liabilities fell by €864.3 million from their years, however. It is also conceivable that customers would face level at 31 December 2016 to reach €2,024.8 million at the end of a liquidity shortfall and therefore be unable to fulfil their payment 2017. As at 31 December 2017, the main financial liabilities classi- obligations immediately or even at all. Because of its customer fied as non-current were a promissory note with a volume of project business, the Supply Chain Solutions segment generally €1,010.0 million plus the amount of €1,000.0 million still outstand- has a greater dependence on individual sectors and individual ing under the bridge loan (AFA) following substantial repayments. customers than the Industrial Trucks & Services segment. Never- The unused, unrestricted SFA loan facility stood at €965.3 million theless, the concentration risk for the KION Group overall is still as at 31 December 2017. Risk arising out of the lending and considered to be low. The business is highly diversified from a promissory note conditions that have been agreed was not regional perspective. In addition, the KION Group supplies com- regarded as material as at 31 December 2017. It relates in particular panies of all sizes. Experience has shown that the KION Group’s to the restrictions in respect of compliance with financial cove- exposure to the risk of possible payment defaults is low, but this nants and upper limits for certain transactions and in respect of risk can be further mitigated by recovering any collateral. the obligation to submit special regular reports. The KION Group IT risks complied with all the obligations in this regard in the reporting year. Some of the Group’s financing takes the form of floating-rate A high degree of interconnectedness between sites and with cus- financial liabilities. Interest-rate swaps were entered into in 2017 in tomers and other companies means that the KION Group also order to hedge the resultant interest-rate risk. relies on its IT systems working flawlessly. The KION Group under- The Company generally refers to credit ratings to manage takes ongoing further development of a reliable, extendable and counterparty risk when depositing funds with a financial institu- flexible IT system environment with the aim of countering any tion. The KION Group only uses derivatives to hedge underlying IT-related risks that may arise from the failure of IT systems and IT operational and financial transactions; they are not used for spec- infrastructure. Internal IT resources are pooled in the cross-seg- ulative purposes. It is exposed to currency risk because of the ment KION IT function, which has well-established processes high proportion of its business conducted in currencies other for portfolio management and project planning and control. than the euro. Normally, at least 75 per cent of the currency risk Independent external audits are conducted to provide addi- related to the planned operating cash flows based on liquidity tional quality assurance. Various technical and organisational planning is hedged by currency forwards in accordance with the measures protect the data of the KION Group and the Group relevant guideline. Group Treasury rigorously complies with and companies against unauthorised access, misuse and loss. monitors the strict separation of functions between the front, mid- These measures include procedures to validate and log access dle and back offices. Each Group company’s liquidity planning is to the Group’s infrastructure. broken down by currency and incorporated into the KION Group’s financial planning and reporting process. Group Treasury checks Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 119 the liquidity planning and uses it to determine the funding require- residual-value risk management, reduce risk and provide the ments of each company. basis on which to create the transparency required. The funding terms and conditions faced by the lenders them- The KION Group mitigates its liquidity risk and interest-rate selves (manifested, for example, in the payment of liquidity premi- risk attaching to financial services by ensuring that most of its ums on interbank lending) may result in a future shortage of lines transactions and funding loans have matching maturities and by of credit and / or increased financing costs for companies. How- constantly updating its liquidity planning. Long-term leases are ever, the Group currently does not expect any further changes in primarily based on fixed-interest agreements. The credit facilities its lines of credit or any excessive increases in margins. provided by various banks and an effective dunning process Goodwill and brand names represented 38.5 per cent of total ensure that the Group has sufficient liquidity. assets as at 31 December 2017 (31 December 2016: 40.1 per cent). In order to exclude currency risk, the KION Group generally Pursuant to IFRS, these assets are not amortised and their meas- funds its leasing business in the local currency used in each market. urement depends, above all, on future expectations. If these future Because of low default rates, counterparty risk has not been expectations are not fulfilled, there is a risk that impairment losses significant to date in the Group. The KION Group has not identified will have to be recognised on these assets. any material changes between 2016 and 2017. The Group also The individual Group companies directly manage counter- mitigates any losses from defaults by its receipt of the proceeds party risks involving customers. These counterparty risks did not from the sale of repossessed trucks. Furthermore, receivables change significantly in 2017. Each individual Group company has management and credit risk management are refined on an established a credit management system for identifying custom- ongoing basis. Besides the design of the business processes, er-related counterparty risks at an early stage and initiating the these refinements also encompass the risk management and risk necessary countermeasures. Analysis of the maturity structure of control processes. receivables is an integral element of monthly reporting. Moreover, the KION Group mostly offers financial services indirectly via selected financing partners that bear the risks of the Risks arising from financial services finance transaction. As far as these financial services are con- cerned, the KION Group bore the counterparty risk in under The leasing activities of the Industrial Trucks & Services segment 3 per cent of cases (2016: 3 per cent). mean that the KION Group may be exposed to residual value risks from the marketing of trucks that are returned by the lessee at the Human resources risks and legal risks end of a long-term lease and subsequently sold or re-leased. Residual values in the markets for used trucks are therefore con- The KION Group relies on having highly qualified managers and stantly monitored and forecast. The KION Group regularly assesses experts in key roles. If they left, it could have a long-term adverse its aggregate risk position arising from financial services. impact on the Group’s prospects. The risks identified are immediately taken into account by the That is why the KION Group actively engages in HR work Company in the costing of new leases by recognising writedowns aimed at identifying and developing young professionals with or valuation allowances and adjusting the residual values. high potential who already work for the Company and retaining Risk-mitigating factors include the demand for used trucks, which them over the long term, thereby enabling succession planning stabilises the residual values of the KION Group’s industrial for key roles across the Group. The KION Group also positions trucks. In many cases, the residual values are based on remarketing itself in the external market as an employer of choice. This will agreements that transfer any residual-value risk to the leasing enable it to make strategic additions to its portfolio of existing company. This had a positive impact on the financial results in staff and, in this way, avert the risk of possibly losing expertise 2017. Groupwide standards to ensure that residual values are and thereby becoming less competitive. calculated conservatively, combined with an IT system for Any restructuring measures may result in a risk of strikes and reactions of other kinds by the workforce. As demonstrated KION GROUP AG | Annual Report 2017120 several 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. OPPORTUNITY REPORT The legal risks arising from the KION Group’s business are Principles of opportunity management typical of those faced by any company operating in this sector. The Group companies are a party in a number of pending law- Opportunity management, like risk management, forms a central suits in various countries. The individual companies cannot part of the Company’s day-to-day management. In 2017, the assume with any degree of certainty that they will win any of the aggregate opportunity position was largely unchanged com- lawsuits or that the existing risk provision in the form of insurance pared with the previous year. Individual areas of opportunity are or provisions will be sufficient in each individual case. However, identified within the framework of the strategy process. Opportu- the KION Group is not expecting any of these existing legal pro- nities are determined and managed on a decentralised basis in ceedings to have a material impact on its financial position or line with the Group strategy. financial performance. These lawsuits relate, among other things, There are monthly reports on the opportunity situation as to liability risks, especially as a result of legal action brought by part of the regular Group reporting process. As a result, the KION third parties because, for example, the Company’s products were Group is in a position to ascertain at an early stage whether mar- allegedly faulty or the Company allegedly failed to comply with ket trends, competitive trends or events within the Group require contractual obligations. Further legal risk may arise as a result of individual areas of opportunity to be re-evaluated. This may lead the environmental restoration of sites that have been shut down in to reallocation of the budgets earmarked for the realisation of recent years, for example work required due to contamination. opportunities. Such decisions are made on the basis of the Any damage to the environment may lead to legal disputes and potential of the opportunity, drawing on empirical values. There is give rise to reputational risk. no management system for the evaluation of opportunities com- The Company has taken measures to prevent it from incur- parable to the system for risk management. ring financial losses as a result of these risks. Although legal dis- putes with third parties have been insignificant both currently and in the past, the Company has a centralised reporting system to Categorisation of opportunities record and assist pending lawsuits. In addition to the high quality and safety standards applicable to all users of the Company’s ‘Opportunities’ are understood as positive deviations from the products, with which it complies when it develops and manufac- expectations set out in the outlook relating to the economic situ- tures the products, it has also taken out the usual types of insur- ation and the KION Group’s position. Opportunities are divided ance to cover any third-party claims. In addition, interdisciplinary into three categories: teams work on the avoidance of risks arising from inadequate contractual arrangements. A further objective of this cooperation across functions is to ensure compliance with mandatory laws, regulations and contractual arrangements at all times. Owing to the KION Group’s export focus, legal risk and rep- utational risk arise due to the numerous international and local export controls that apply. The Company mitigates these risks with a variety of measures. Consequently, export controls are an important part of the compliance activities carried out by the – Market opportunities describe the potential resulting from trends in the market and competitive environment and from the regulatory situation. – Strategic opportunities are based on implementation of the Group’s strategy. They may lead to positive effects that exceed planning assumptions. – Business-performance opportunities arise in connection with operational activities along the value chain, such as Group companies. restructuring or cost-cutting measures. Annual Report 2017 | KION GROUP AGCOMBINED MANAGEMENT REPORT Outlook, risk report and opportunity report 121 Opportunity situation Strategic opportunities Market opportunities The positive impact of the strategic activities under the KION strategy is already largely reflected in the expectations regarding The economy as a whole may perform better than expected in the KION Group’s financial performance in 2018. Nevertheless, 2018. In addition, circumstances may occur in the wider market the individual activities could create positive effects that exceed at any time – such as quality problems at competitors or the expectations. There is also a possibility that new strategic oppor- effects of consolidation – that increase demand for products from tunities that were not part of the planning may arise over the the KION Group brands. New, unforeseen regulatory initiatives course of the year, for example in the form of acquisitions and could be launched, for example the tightening of health and safety strategic partnerships. regulations or emissions standards, that would push up demand The KION Group’s medium- to long-term strategic opportu- for products offered by the KION Group brands. Average prices nities in the Industrial Trucks & Services segment arise, in par- for procuring commodities over the year may be cheaper than ticular, from: anticipated. Medium- to long-term market opportunities are pre- sented, in particular, by: – growing demand for intralogistics products, solutions and services as a consequence of globalisation, industrialisation and fragmentation of supply chains as well as efficiency increases that are needed due to limited warehouse space and changing consumer requirements – high demand for replacement investments, especially in – the trend towards outsourcing service functions, particularly developed markets in the market for industrial trucks, and growth in demand for finance solutions – increased use of industrial and warehouse trucks powered by electric motors – one of the KION Group’s particular strengths – growing demand for automation solutions and fleet manage- ment solutions in connection with the rapidly expanding e-com- merce sector and the implementation of Industry 4.0 projects – achievement of a leading global market and technology posi- tion with regard to truck automation and innovative drive technologies as an integral element of automated warehouse solutions – a greater presence in the economy and volume price seg- ments, particularly as a result of the systematic implementa- tion of the segment-wide platform strategy – further strengthening of its market-leading position in the EMEA region and achievement of a significant position in the Americas region, in particular by boosting its technological expertise, making greater use of shared modules and har- nessing potential for cross-selling – expansion of the service portfolio, including financial services, at every stage of the product lifecycle, taking advantage of the high number of trucks in use and the installed base of supply chain solutions KION GROUP AG | Annual Report 2017122 The KION Group’s medium- to long-term strategic opportunities The following may lead to an increase in profitability in the in the Supply Chain Solutions segment arise, in particular, from medium term: sales and improve the gross margin. – Ongoing efficiency increases at production sites may boost – Effective use of global development capacities may create – Activities to improve operational excellence and lower costs synergies and economies of scale. may help the KION Group to achieve future growth with a dis- proportionately small rise in costs. – further consolidation of its position in the market for intralo- gistics solutions based on the growing acceptance of auto- mation concepts, – the advancing digitalisation and automation of production – strengthening of the market position in the EMEA region – and supply chains, and above all, central and eastern Europe – by using the sales structures of Industrial Trucks & Services. Business-performance opportunities Business-performance opportunities arise firstly from ongoing activities to modernise and streamline the KION Group’s produc- tion facilities and from the worldwide integration of the production network. By investing in new locations and expanding existing ones, products can be assembled nearer to the markets in which they are to be sold, economies of scale can be achieved across the Group and synergies can be leveraged. Secondly, activities are carried out under the KION strategy aimed at improving oper- ational excellence in logistics, technology & product development and production and at lowering material and quality costs, for example by reducing the complexity of the product range. Annual Report 2017 | KION GROUP AG123 KION GROUP AG | Annual Report 2017Annual Report 2017 | KION GROUP AGCONSOLIDATED FINANCIAL STATEMENTS Contents 125 CONSOLIDATED FINANCIAL STATEMENTS 126 CONSOLIDATED INCOME STATEMENT 127 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 128 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 130 CONSOLIDATED STATEMENT OF CASH FLOWS 132 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 134 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 134 153 163 199 Basis of presentation Notes to the consolidated income statement Notes to the consolidated statement of financial position Other disclosures 240 INDEPENDENT AUDITORS’ REPORT 248 RESPONSIBILITY STATEMENT KION GROUP AG | Annual Report 2017126 Consolidated income statement Consolidated income statement in € million Revenue Cost of sales Gross profit Selling expenses Research and development costs 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 TABLE 039 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 2017 7,653.6 – 5,699.1 1,954.5 – 829.6 – 137.0 – 456.8 75.7 – 71.1 13.6 549.4 132.2 – 213.3 – 81.1 468.3 – 41.9 – 184.9 143.0 426.4 424.8 1.6 3.72 3.71 Annual Report 2017 | KION GROUP AGCONSOLIDATED FINANCIAL STATEMENTS Consolidated income statement Consolidated statement of comprehensive income 127 Consolidated statement of comprehensive income Consolidated statement of comprehensive income TABLE 040 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 Gains / losses on hedge reserves thereof changes in unrealised gains and losses thereof realised gains (–) and losses (+) thereof tax effect Gains/losses on available-for-sale financial instruments thereof changes in unrealised gains and losses thereof tax effect Gains / losses from equity-accounted investments thereof changes in unrealised gains and losses Other comprehensive loss (income) Total comprehensive income Attributable to shareholders of KION GROUP AG Attributable to non-controlling interests Note [29] [40] 2017 426.4 19.7 18.7 26.7 – 8.0 1.0 – 302.5 – 315.2 – 315.2 3.7 11.6 – 5.5 – 2.4 8.4 8.5 – 0.1 0.6 0.6 – 282.8 143.6 142.5 1.1 2016 246.1 – 50.4 – 50.1 – 66.9 16.7 – 0.2 68.9 70.5 70.5 – 1.7 21.8 – 24.0 0.4 – – – 0.1 0.1 18.5 264.6 264.6 – 0.1 * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic, for details see note [5] to the consolidated financial statements KION GROUP AG | Annual Report 2017128 Consolidated statement of financial position Consolidated statement of financial position – Assets TABLE 041 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] 2017 3,382.5 2,333.9 522.3 651.4 676.9 80.3 647.8 57.1 24.2 370.5 8,746.9 768.6 1,094.1 228.0 14.4 119.0 84.3 173.2 2,481.5 2016 3,572.9 2,602.7 429.7 575.3 678.3 72.7 531.3 47.5 12.3 419.8 8,942.4 672.4 998.9 200.3 35.2 82.0 86.2 279.6 2,354.6 11,228.4 11,297.0 * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic, for details see note [5] to the consolidated financial statements Annual Report 2017 | KION GROUP AGCONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of financial position 129 Consolidated statement of financial position – Equity and liabilities TABLE 042 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 Note [28] [29] [30] [31] [32] [34] [35] [14] [30] [33] [31] [14] [32] [34] [35] 2017 117.9 3,034.0 521.3 – 528.8 4.4 3,148.8 1,002.7 2,024.8 798.2 95.6 407.8 235.7 665.2 2016 108.6 2,444.4 183.4 – 246.4 5.7 2,495.7 991.0 2,889.1 722.0 92.3 349.3 202.8 882.5 5,230.0 6,128.9 243.9 923.9 332.9 82.6 149.0 296.7 820.7 293.9 802.2 285.2 63.0 163.4 222.6 842.1 2,849.6 2,672.5 Total equity and liabilities * 11,228.4 11,297.0 * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic, for details see note [5] to the consolidated financial statements KION GROUP AG | Annual Report 2017130 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 Change in net working capital * 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 Acquisition of subsidiaries (net of cash acquired) and other equity investments [5], [37] Cash receipts / payments for sundry assets Cash flow from investing activities [37] [18], [22], [31] – 143.6 – 120.4 TABLE 043 2016 434.8 454.7 45.0 1.7 2017 549.4 636.4 24.6 – 0.2 – 205.8 – 109.6 – 28.2 – 4.0 33.2 – 136.3 615.8 – 158.2 – 28.6 – 20.6 4.7 – 90.0 – 108.7 414.3 – 218.3 – 166.7 4.0 9.3 – 13.3 – 19.3 – 237.6 6.4 9.6 – 2,118.7 5.0 – 2,264.3 [19], [34] [29] [32] [37] [37] [37] Annual Report 2017 | KION GROUP AGCONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of cash flows 131 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 receipts / 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 TABLE 043 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 2017 598.6 2.3 – 4.3 – 86.9 – 2.7 0.5 – 7.4 2,425.3 – 3,340.0 7.5 – 58.1 – 7.3 – 472.5 – 12.2 0.2 – 106.4 176.5 279.6 173.2 103.1 279.6 Note [37] [28] [37] [37] [37] [37] [37] [37] [37] * Net working capital comprises inventories, trade receivables and unbilled construction contracts (net) less trade payables and advances received KION GROUP AG | Annual Report 2017132 Consolidated statement of changes in equity Consolidated statement of changes in equity in € million Balance as at 01/01/2016 Net income for the year Other comprehensive income (loss) Comprehensive income (loss) Dividend of KION GROUP AG Capital increase Transaction costs 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 Balance as at 01/01/2017 Net income for the year Other comprehensive income (loss) Comprehensive income (loss) Dividend of KION GROUP AG Capital increase Transaction costs 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 Balance as at 31/12/2017 Retained earnings 11.3 245.5 245.5 – 76.0 2.6 183.4 183.4 424.8 424.8 – 86.9 Note Subscribed capital 98.7 Capital reserves 1,996.6 [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] 0.0 9.9 – 0.1 0.0 0.0 449.4 – 2.0 – 2.7 3.2 108.6 2,444.4 108.6 2,444.4 0.0 9.3 – 0.1 0.1 0.0 593.6 – 3.0 – 4.3 3.2 117.9 3,034.0 521.3 – 255.1 – 283.3 1.8 8.4 – 0.6 3,144.4 Accumulated other comprehensive income (loss) Gains / losses on available- Gains / losses attributable to Gains / losses Equity Cumulative on defined Gains / losses for-sale from equity- shareholders Non- translation adjustment benefit on hedge financial accounted of KION controlling obligation reserves instruments investments GROUP AG interests – 11.4 – 251.9 0.0 – 2.0 1,841.0 71.0 71.0 – 50.1 – 50.1 0.0 – 0.1 – 0.1 – 0.2 – 1.7 – 1.7 – 1.9 – 1.9 3.7 3.7 59.7 – 302.0 – 2.2 2,490.0 59.7 – 302.0 – 314.8 – 314.8 18.7 18.7 0.0 0.0 8.4 8.4 – 2.2 1.6 1.6 TABLE 044 Total 1,848.7 246.1 18.5 264.6 – 76.0 459.3 – 2.0 – 2.1 – 2.8 3.2 0.2 2.6 2,495.7 2,495.7 426.4 – 282.8 143.6 – 86.9 602.9 – 3.0 – 2.7 – 4.3 3.3 0.2 3,148.8 7.7 0.5 – 0.6 – 0.1 – 2.1 0.0 0.0 0.0 0.0 0.0 0.2 0.0 5.7 5.7 1.6 – 0.5 – 2.7 1.1 0.0 0.0 0.0 0.0 0.0 0.2 4.4 245.5 19.1 264.6 – 76.0 459.3 – 2.0 0.0 – 2.8 3.2 0.0 2.6 2,490.0 424.8 – 282.4 142.5 – 86.9 602.9 – 3.0 0.0 – 4.3 3.3 0.0 Annual Report 2017 | KION GROUP AGCONSOLIDATED FINANCIAL STATEMENTS Consolidated statement of changes in equity 133 Consolidated statement of changes in equity Dividends paid to non-controlling interests Acquisition of treasury shares Changes from employee share option programme Effects from the acquisition / disposal of non-controlling in € million Balance as at 01/01/2016 Net income for the year Other comprehensive income (loss) Comprehensive income (loss) Dividend of KION GROUP AG Capital increase Transaction costs interests Other changes Balance as at 31/12/2016 Balance as at 01/01/2017 Net income for the year Other comprehensive income (loss) Comprehensive income (loss) Dividend of KION GROUP AG Capital increase Transaction costs 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 Balance as at 31/12/2017 Retained earnings 11.3 245.5 245.5 – 76.0 2.6 183.4 183.4 424.8 424.8 – 86.9 Note Subscribed capital 98.7 Capital reserves 1,996.6 [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] [28] 0.0 9.9 – 0.1 0.0 0.0 9.3 – 0.1 0.1 0.0 449.4 – 2.0 – 2.7 3.2 0.0 593.6 – 3.0 – 4.3 3.2 108.6 2,444.4 108.6 2,444.4 Accumulated other comprehensive income (loss) Cumulative translation adjustment Gains / losses on defined benefit obligation – 11.4 – 251.9 71.0 71.0 – 50.1 – 50.1 59.7 – 302.0 59.7 – 302.0 – 314.8 – 314.8 18.7 18.7 Gains / losses on hedge reserves – 0.2 – 1.7 – 1.7 – 1.9 – 1.9 3.7 3.7 Gains / losses on available- for-sale financial instruments Gains / losses from equity- accounted investments Equity attributable to shareholders of KION GROUP AG 0.0 – 2.0 1,841.0 0.0 – 0.1 – 0.1 245.5 19.1 264.6 – 76.0 459.3 – 2.0 0.0 – 2.8 3.2 0.0 2.6 0.0 0.0 8.4 8.4 – 2.2 2,490.0 – 2.2 1.6 1.6 2,490.0 424.8 – 282.4 142.5 – 86.9 602.9 – 3.0 0.0 – 4.3 3.3 0.0 117.9 3,034.0 521.3 – 255.1 – 283.3 1.8 8.4 – 0.6 3,144.4 TABLE 044 Total 1,848.7 246.1 18.5 264.6 – 76.0 459.3 – 2.0 – 2.1 – 2.8 3.2 0.2 2.6 2,495.7 2,495.7 426.4 – 282.8 143.6 – 86.9 602.9 – 3.0 – 2.7 – 4.3 3.3 0.2 3,148.8 Non- controlling interests 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 5.7 1.6 – 0.5 1.1 0.0 0.0 0.0 – 2.7 0.0 0.0 0.2 4.4 KION GROUP AG | Annual Report 2017134 Notes to the consolidated financial statements Basis of presentation [1] GENERAL INFORMATION ON [2] BASIS OF PREPARATION THE COMPANY The consolidated financial statements of the KION Group for the KION  GROUP  AG, whose registered office is at Abraham- financial year ended 31 December 2017 have been prepared in Lincoln-Strasse 21, 65189 Wiesbaden, Germany, is entered in accordance with section 315e of the German Commercial Code the commercial register at the Wiesbaden local court under refer- (HGB) in conjunction with the International Financial Reporting ence HRB 27060. The Company has had a new business address Standards (IFRSs) of the International Accounting Standards since November 2017: Thea-Rasche-Strasse 8, 60549 Frankfurt Board (IASB) applicable as at the reporting date as well as the am Main, Germany. associated interpretations (IFRICs) of the IFRS Interpretations Shandong Heavy Industry Group Co., Ltd., Jinan, People’s Committee (IFRS IC) as adopted by the European Union in Republic of China, is the company that prepares the global accordance with Regulation (EC) No. 1606 / 2002 of the European consolidated financial statements for the largest number of Parliament and of the Council concerning the application of affiliated companies. These consolidated financial statements international accounting standards. All of the IFRSs and IFRICs are not publicly available. that had been enacted by the reporting date and that were Weichai Power Co., Ltd., Weifang, People’s Republic of China, required to be applied in the 2017 financial year have been applied is the company that prepares the global consolidated financial in preparing the consolidated financial statements. statements for the smallest number of affiliated companies. In order to improve the clarity of presentation, certain items These are available in English on the websites of the Hong are aggregated in the statement of financial position and the Kong Stock Exchange (www.hkexnews.hk) and the company income statement. The items concerned are disclosed and (www.weichaipower.com). explained separately in the notes. Assets and liabilities are broken The KION Group is a global leader in industrial trucks, down into current and non-current items in accordance with warehouse technology, related services and supply chain IAS 1.60. The consolidated income statement is prepared in solutions. In 2017, the Group’s approximately 32,000 highly accordance with the cost of sales (function-of-expense) method. skilled employees generated €7,653.6 million in revenue (2016: The consolidated financial statements are prepared in euros, €5,587.2 million). which is the Group’s functional currency and reporting currency. The consolidated financial statements and the combined All amounts are disclosed in  millions of euros (€  million) unless group management report and management report of the stated otherwise. The addition of the totals presented may result Company were prepared by the Executive Board of KION in minor rounding differences. The percentages shown are calcu- GROUP AG on 21 February 2018. lated on the basis of the respective amounts, rounded to the nearest thousand euros. The separate financial statements of the subsidiaries included in the consolidation were prepared as at the same reporting date as the annual financial statements of KION GROUP AG. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 135 Basis of presentation Financial reporting standards to be adopted for the first time in the current financial year – Amendments to IFRS 9 ‘Financial Instruments’: amendments relating to the classification of particular prepayable financial The following financial reporting standards were adopted for the first time in 2017: – Amendments to IFRS 12 ‘Disclosure of Interests in Other Entities’: amendments in connection with the annual improve- ments to IFRSs (2014–2016) – Amendments to IAS 7 ‘Statement of Cash Flows’: amend- – Amendments to IAS 12 ‘Income Taxes’: amendments relating ments in connection with the disclosure initiative to the recognition of deferred tax assets for unrealised losses on available-for-sale financial assets. The first-time adoption of these amendments to standards has had no significant effect on presentation of the financial perfor- mance, financial position or notes to the financial statements of the KION Group. To provide a more detailed overview of the assets – IFRS 15 ‘Revenue from Contracts with Customers’ – Clarifications to IFRS 15 ‘Revenue from Contracts with Customers’: amendments relating to the identification of performance obligations, classification as principal or agent, revenue from licences and transition relief – IFRS 16 ‘Leases’ – IFRS 17 ‘Insurance Contracts’ – Amendments to IAS 19 ‘Employee Benefits’: amendments in connection with the remeasurement of net defined benefit liabilities resulting from plan amendments, curtailments or settlements – Amendments to IAS 28 ‘Investments in Associates and Joint Ventures’: amendments in connection with the annual improvements to IFRSs (2014–2016) – Amendments to IAS 28 ‘Investments in Associates and Joint Ventures’: clarification relating to the accounting treatment of KION Group’s financing-related incoming and outgoing pay- long-term interests that form part of the net investment in the ments, a reconciliation of liabilities arising from financing activities in the current reporting period has been added in note [37] in connection with improvements to the disclosure requirements. Financial reporting standards released but not yet adopted In its consolidated financial statements for the year ended 31 Decem- associate or joint venture – Amendments to IAS 40 ‘Investment Property’: clarification in relation to transfers of property to, or from, investment property Consideration’ – IFRIC 22 ‘Foreign Currency Transactions and Advance – IFRIC 23 ‘Uncertainty over Income Tax Treatments’ – Annual Improvements to IFRSs (2015 – 2017). ber 2017, the KION Group has not applied the following standards These standards and interpretations are expected to be and interpretations, which have been issued by the IASB but were applied by the entities included in the KION  Group only from not yet required to be adopted in 2017: the date of mandatory initial application. An exception is IFRS – Amendments to IFRS 2 ‘Share-based Payment’: amendments relating to the classification and measurement of share-based 16 ‘Leases’, which because of its interactions with IFRS 15 ‘Revenue from Contracts with Customers’ is being adopted early, on 1 January 2018. 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’ KION GROUP AG | Annual Report 2017136 For the majority of financial assets, the new classification rules in of such transactions – previously regarded as sales transactions IFRS 9 do not require any change to the respective measurement – being categorised as leases in future. In particular, this will model. However, the first-time adoption of IFRS 9 primarily results cause leased assets to rise by between €660.0  million  and in changes to the subsequent measurement of financial assets. €720.0  million. Correspondingly, there will be additional residu- The KION Group applies the simplified impairment approach of al-value liabilities of between €290.0 million and €350.0 million as IFRS 9 for the majority of financial assets and thus recognises life- well as deferred revenues of between €520.0  million  and time expected losses. As a result of the new impairment model, €580.0 million. The KION Group is adopting IFRS 16 retrospec- which is based on expected losses, the KION Group expects the tively for the first time with effect from 1 January 2018; it will loss allowance recognised for counterparty risks to be reduced restate the prior-year figures in accordance with the pertinent tran- by between €25.0 million and €35.0 million. The KION Group is sitional provisions. As a result of retrospective adoption, the adopting IFRS 9 for the first time from 1 January 2018; as per- decrease in retained earnings as at 1 January 2017 is likely to be mitted under the applicable transitional provisions, the prior-year in the region of €145.0 million to €195.0 million. figures will not be restated. Furthermore, it is expected that all The effects of the first-time adoption of the other aforemen- existing hedging relationships will also satisfy the requirements tioned standards and interpretations on the presentation of the in IFRS 9 regarding hedge accounting. The amended hedge financial position and financial performance of the KION  Group accounting requirements are applied prospectively. are expected to be immaterial. Based on the analysis of the implications of the first-time adoption of IFRS 15 as at the transition date, it is expected that the revenue recognition pattern (point in time vs. over time) for the vast majority of today’s new business and service business contracts as well as construction contracts will not change. In the Supply Chain Solutions segment, KION expects that revenue will [3] PRINCIPLES OF CONSOLIDATION have to be recognised later for only a few, individual construction Acquisitions are accounted for using the acquisition method. In contracts currently accounted for by the percentage-of-comple- accordance with IFRS 3, the identifiable assets and the liabilities tion method in accordance with IAS 11, because the IFRS 15 assumed on the acquisition date are recognised separately criteria for revenue recognition over time are not met. The result- from goodwill, irrespective of the extent of any non-controlling ing effect on the financial position of the KION Group is expected interests. The identifiable assets acquired and the liabilities to be less than €50.0  million and for the financial performance assumed are measured at their fair value. insignificant. The KION Group is adopting IFRS 15 retrospectively The amount recognised as goodwill is calculated as the for the first time with effect from 1 January 2018 and is restating amount by which the acquisition cost, the amount of non-con- the prior-year figures accordingly. Overall, there is no material trolling interests in the acquiree and the fair value of all previously impact on retained earnings as at 1 January 2017. held equity interest at the acquisition date exceeds the fair value Analysis of the first-time adoption of IFRS 16 indicates of the acquiree’s net assets. If the cost of acquisition is lower that, as at the transition date, all off-balance procurement leases than the fair value of the acquiree’s net assets, the difference is that were previously recognised as operating leases must in recognised in income. future be recorded in the statement of financial position as a right For each acquisition, the Group decides on a case-by- of use asset plus a corresponding lease liability. This will result case basis whether the non-controlling interest in the acquiree in additional right of use assets of between €240.0 million and is recognised at fair value or as a proportion of the net assets €280.0  million as well as liabilities from procurement leases of of the acquiree. KION GROUP AG recognises non-controlling between €260.0 million and €300.0 million. Moreover, in relation interests at the proportionate value of the net assets attributa- to indirect end customer financing, the application of IFRS 15 ble to them excluding goodwill. and IFRS 16 is expected to result in a not insignificant proportion Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 137 Basis of presentation In the case of business combinations in stages, previously held equity interests are recognised at their fair value at the acquisition date. The difference between their carrying amount and fair value is recognised in the consolidated income statement. [4] BASIS OF CONSOLIDATION For the purpose of impairment testing, goodwill is allo- KION  GROUP  AG’s equity investments include subsidiaries, cated to cash-generating units that are likely to benefit from joint ventures, associates and financial investments. the business combination. In addition to KION  GROUP  AG, the consolidated financial Transaction costs are immediately taken to income. Contingent statements of the KION  Group include, using the acquisition consideration elements are included at fair value at the date of method, all material subsidiaries over which KION  GROUP  AG acquisition when determining the purchase consideration. Con- exercises control. KION GROUP AG controls a subsidiary if it has tingent consideration elements may consist of equity instruments decision-making power over the main activities of the entity and or financial liabilities. Depending on the category, changes in their can use this power to affect the amount of the variable returns to fair value are included in subsequent measurements. which it is exposed as a result of the equity investment. Subsidi- The consolidated financial statements include all of the aries acquired in the course of the financial year are consolidated parent company’s material subsidiaries. Intragroup balances, from the date on which control is obtained. Companies sold in the transactions, income and expenses, and gains and losses on course of the financial year are deconsolidated from the date on intercompany transactions are eliminated in full. Deferred taxes which control is lost. are recognised on temporary differences arising from consoli- A joint venture is an equity interest in which the entity is jointly dation transactions. managed by companies in the KION  Group and one or more Transactions with non-controlling interests are treated as partners on the basis of a contractual agreement, and these transactions with the Group’s equity providers. Differences parties have rights to the net assets of the joint venture. between the consideration paid for the acquisition of a non-con- Associates are entities in which companies in the KION Group trolling interest and the relevant proportion of the carrying amount are able to exercise significant influence, either directly or indi- of the subsidiary’s net assets are recognised in equity. Gains and rectly, over the financial and operating policies of the entity con- losses arising from the sale of non-controlling interests are also cerned. Significant influence is assumed when KION GROUP AG recognised in equity, provided there is no change in control. holds between 20 per cent and 50 per cent of the voting rights. Associates and joint ventures that are of material impor- Equity interests over which KION  GROUP companies are tance to the presentation of the financial position and financial unable to exercise control or a significant influence, or that are not performance of the KION  Group are accounted for using the jointly controlled by them, are classified as financial investments. equity method. The number of equity investments broken down by category is shown in > TABLE 045. KION GROUP AG | Annual Report 2017138 Shareholdings by categories TABLE 045 01/01/2017 Additions Disposals 31/12/2017 Consolidated subsidiaries Domestic Foreign Equity-accounted associates and joint ventures Domestic Foreign Non-consolidated subsidiaries and other investments Domestic Foreign 139 25 114 9 5 4 60 13 47 7 1 6 – – – 3 3 – 8 2 6 – – – 7 1 6 138 24 114 9 5 4 56 15 41 A total of 24 German (2016: 25) and 114 foreign (2016: 114) sub- These non-consolidated subsidiaries and other equity invest- sidiaries were fully consolidated in addition to KION GROUP AG ments (joint ventures and associates that are not accounted as at 31 December 2017. for using the equity method, plus financial investments) are of In connection with the integration of Egemin and Retrotech minor importance to the presentation of the financial position into Dematic, a total of five subsidiaries were merged into other and financial performance of the KION  Group, both individually subsidiaries and were therefore no longer included in the basis of and as a whole. consolidation. KION Supply Chain Solutions Czech, s.r.o., Český Where other requirements are met, the fully consolidated Krumlov, Czech Republic, was founded in January 2017 and will companies listed in > TABLE 046 are exempt from the obligation start manufacturing modules for Dematic’s automated conveyor to disclose annual financial statements and to prepare notes to systems from early 2018. the financial statements and management reports in accordance As had been the case a year earlier, nine joint ventures and with sections 264 (3) and 264b HGB on account of their inclusion associates were accounted for under the equity method as at in the consolidated financial statements. In the case of STILL 31 December 2017. In each case, the last available annual Financial Services GmbH, it has been decided solely not to financial statements were used as the basis for measurement. disclose the annual financial statements. Equity investments in 56 (2016: 60) companies with mini- A detailed overview of all the direct and indirect sharehold- mal business volumes or no business operations were gener- ings of KION GROUP AG is shown in the list of shareholdings ally recognised at amortised cost. This includes the start-up (note [47]). Comnovo GmbH, which was acquired by Linde Material Han- dling GmbH in July 2017. The financial investment in Balyo SA is measured at fair value due to Balyo’s IPO in 2017. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 139 Basis of presentation German entities exempted from disclosure requirements Entities exempted BlackForxx GmbH Eisenwerk Weilbach GmbH Fahrzeugbau GmbH Geisa KION Financial Services 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 LR Intralogistik GmbH Schrader Industriefahrzeuge GmbH & Co. KG STILL Financial Services GmbH STILL Gesellschaft mit beschränkter Haftung Urban-Transporte Gesellschaft mit beschränkter Haftung TABLE 046 Head office Stuhr Wiesbaden Geisa Wiesbaden Frankfurt am Main Reutlingen Haan Aschaffenburg Aschaffenburg Aschaffenburg Wörth an der Isar Essen Hamburg Hamburg Unterschleißheim KION GROUP AG | Annual Report 2017140 [5] ACQUISITIONS the purchase price allocations did not have a material impact on the KION Group’s consolidated income statement. Dematic purchase price allocation Other acquisitions The purchase price allocation for the acquisition of DH Services With effect from 3 October 2017, the remaining share capital Luxembourg Holding S.à r.l., Luxembourg, on 1 November 2016 and voting rights (75.0 per cent) in Nordtruck AB, Örnsköldsvik, that was recognised in the consolidated financial statements of Sweden, were acquired. The purchase consideration for these KION GROUP AG as at 31 December 2016 was provisional. shares was €4.8  million. Remeasurement of the investment of As part of the finalisation of the purchase price allocation 25.0  per  cent previously held, which had been recognised at (PPA) for the acquisition of Dematic in the third quarter of 2017, cost, resulted in a fair value of €1.6  million. The difference of the intangible assets were allocated to individual companies. This €1.5 million resulting from remeasurement was taken to income adjustment resulted in a reduction of deferred tax liabilities and a and recognised in the consolidated income statement under corresponding decline of €13.1 million in goodwill. other income. As a result of the retrospective restatement of the purchase Furthermore, the remaining share capital and voting rights price allocation as at 1 November 2016, adjustments were also (50.0  per  cent) in Eisengiesserei Dinklage GmbH, Dinklage, made to the carrying amounts as at 31 December 2016. These Germany, were acquired with effect from 15 November 2017. adjustments are presented in > TABLE 047. The purchase consideration for these shares was €2.4  million. Remeasurement of the investment of 50.0  per  cent previously Currency translation effects as at 31  December  2016 fell by a held, which had been recognised at cost, resulted in a fair value total of €39.4 million because goodwill and other intangible assets of €2.4  million. The difference of €0.9  million resulting from had been allocated to individual companies for the purposes of remeasurement was taken to income and recognised in the foreign currency translation. The retrospective adjustments to consolidated income statement under other income. Consolidated statement of financial position TABLE 047 in € million Assets Goodwill Other intangible assets Other property, plant and equipment Deferred taxes Equity and liabilities Accumulated other comprehensive income Deferred taxes 31/12/2016 Before Adjustments Adjustment Purchase price allocation Dematic Effects from exchange differences 31/12/2016 After Adjustments 3,605.8 2,630.9 679.1 420.2 – 207.0 905.3 – 13.1 0.0 – – 0.3 – – 13.3 – 19.8 – 28.2 – 0.8 – 0.1 – 39.4 – 9.5 3,572.9 2,602.7 678.3 419.8 – 246.4 882.5 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 141 Basis of presentation Impact of the other acquisitions on the financial position of the KION Group TABLE 048 in € million Goodwill Other property, plant and equipment Leased / Rental assets Lease receivables Trade receivables Cash and cash equivalents Other assets Total assets Financial liabilities Lease liabilities Trade payables Other liabilities Total liabilities Total net assets Cash payment Consideration transferred Previously held share of equity Total Fair value at the acquisition date 9.5 3.7 1.0 7.3 3.8 0.3 5.2 30.7 4.0 7.9 3.6 4.1 19.6 11.1 7.2 7.2 4.0 11.1 The impact of these acquisitions on the consolidated financial The line item ‘Acquisition of subsidiaries (net of cash acquired) statements of KION GROUP AG based on the figures available and other equity investments’ in the consolidated statement of at their acquisition dates is shown in > TABLE 048. cash flows contains a net cash outflow totalling €6.9 million for these transactions. The goodwill constitutes the strategic, technological and geo- The purchase price allocations for the other acquisitions graphical synergies that the KION Group expects to derive from presented were considered provisional as at 31 December 2017 these business combinations. None of the goodwill arising from because some details, particularly the measurement of intangible the other acquisitions is currently tax deductible. The goodwill assets, provisions and leases, had not yet been fully evaluated. derived from Nordtruck AB is assigned to the LMH EMEA Oper- In addition, the deferred taxes should be considered provisional. ating Unit, while that derived from Eisengiesserei Dinklage GmbH is assigned to the STILL EMEA Operating Unit. KION GROUP AG | Annual Report 2017142 [6] CURRENCY TRANSLATION Financial statements in foreign currencies are translated in accordance with the functional currency concept (IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’). The functional currency is the currency of the primary economic environment in which an entity operates. The modified closing-rate method is used for currency translation. translation differences are taken to income and recognised in other income/expenses or in net financial income / expenses. The translation rates used for currencies that are material to the financial statements are listed in > TABLE 049. [7] ACCOUNTING POLICIES The assets and liabilities of foreign subsidiaries, including The accounting policies applied in these consolidated financial goodwill, are translated at the middle spot exchange rate, i.e. at statements are, besides the aforementioned accounting policies the average of the bid or offer rates on the reporting date. Income to be adopted for the first time in 2017, fundamentally the same as and expenses are translated at the average rate. With the excep- those used for the year ended 31 December 2016. These consol- tion of income and expenses recognised as other comprehensive idated financial statements are based on the financial statements income (loss), equity is recognised at historical rates. The resulting of the parent company and its consolidated subsidiaries pre- translation differences are not taken to income and are recog- pared in accordance with the standard accounting policies appli- nised in other comprehensive income (loss) until subsidiaries cable throughout the KION Group. are disposed of. The financial statements of foreign equity-accounted invest- ments are also translated using the method described above. Revenue recognition Transactions of the consolidated entities in foreign currencies are translated into the relevant company’s functional currency at Revenue is the fair value of the consideration received for the sale the rate prevailing on the transaction date. On the reporting date, of products and services and rental and lease income (excluding monetary items are translated at the closing rate and non-mone- VAT) after deduction of trade discounts and rebates. In accordance tary items at the rate prevailing on the transaction date. Currency with IAS 18, revenue is recognised when it is sufficiently probable Major foreign currency rates in € Australia (AUD) Brazil (BRL) China (CNY) United Kingdom (GBP) U.S.A. (USD) Average rate Closing rate 2017 1.4734 3.6090 7.6292 0.8764 1.1300 2016 1.4884 3.8560 7.3501 0.8193 1.1069 2017 1.5372 3.9785 7.8024 0.8881 1.2005 TABLE 049 2016 1.4597 3.4288 7.3382 0.8535 1.0517 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 143 Basis of presentation that a future economic benefit will accrue to the entity and that Construction contracts it can be reliably measured. Other criteria may arise, depending on each individual transaction, such as: Revenue from construction contracts is recognised according to the stage of completion (percentage-of-completion method). Sale of goods Revenue from the sale of goods is recognised when the KION Group delivers goods to a customer, the risks and rewards Interest income is recognised pro rata temporis in accordance incidental to the ownership of the goods sold are substantially with the effective interest method. Income from royalties is transferred to the customer and the flow of benefits to the Group deferred in accordance with the substance of the relevant agree- is considered to be sufficiently probable. If a customer is expected ments and recognised pro rata temporis. Interest income and royalties to accept goods but has yet to do so, the corresponding revenue is only recognised when the goods are accepted. Appropriate provisions are recognised for risks relating to the sale of goods. Cost of sales Rendering of services The cost of sales comprises the cost of goods and services sold and includes directly attributable material and labour costs as Revenue from the rendering of services is recognised in the year well as directly attributable overheads, including depreciation of in which the services are rendered. For services provided over production equipment, amortisation expense on capitalised several periods, revenue is recognised in accordance with the development costs and certain intangible assets, and write- proportion of the total services rendered in each period (stage of downs of inventories. Cost of sales also includes additions to completion). Revenue from long-term service agreements is warranty provisions, which are recognised in the amount of the therefore recognised on the basis of the average term of the service estimated cost at the date on which the related product is sold. agreements and in line with progressive costs (constant margin). Revenue from financial service transactions is recognised in the amount of the sale value of the leased asset if classified as a Financial income and expenses finance lease and in the amount of the lease payments if classi- fied as an operating lease. If industrial trucks are first sold to and Financial income and expenses mainly consist of interest then leased back from a finance partner to refinance leases, the expenses on financial liabilities, interest income from financial selling margin in connection with an operating lease sub-lease is receivables, interest income from leases and the interest cost on deferred and recognised as revenue in profit or loss over the term leases, exchange rate gains and losses on financial activities and of the refinancing. In addition, as part of the financial services pro- the net interest cost of the defined benefit obligation. vided by the Group, industrial trucks are sold to finance partners Interest income and expenses are recognised in profit and who enter into leases directly with the end customer (‘indirect end loss in accordance with the effective interest method. The effec- customer finance’). If significant risks and rewards remain with tive interest method is used for calculating the amortised cost of KION Group companies as a result of an agreed residual value a financial asset or financial liability and the allocation of interest guarantee that accounts for more than 10 per cent of the asset’s income and interest expenses over the relevant periods. value or as a result of an agreed customer default guarantee (‘sale Dividends are recognised in income when a resolution on with risk’), the proceeds from the sale are deferred and recog- distribution has been passed. They are reported in the consoli- nised as revenue on a straight-line basis over the term until the dated income statement under other income, provided they are residual value guarantee or the default guarantee expires. dividends from subsidiaries carried at cost. KION GROUP AG | Annual Report 2017144 Goodwill Yield curve data from the European Central Bank (three- month average, rounded) was used to determine the risk-free Goodwill has an indefinite useful life and is therefore not amor- interest rate; as at 1 November 2017, the rate was 1.25 per cent tised. Instead, it is tested for impairment in accordance with IAS (1 November 2016: 0.6  per  cent). The market risk premium 36 ‘Impairment of Assets’ at least once a year, and more fre- derived from empirical studies of the capital markets was set at quently if there are indications that the asset might be impaired. 6.75 per cent (2016: 7.0 per cent) and was within the band recom- Impairment testing for goodwill is performed at the level of mended by the technical committee for business valuation and the individual cash-generating units (CGUs) or groups of CGUs. administration (FAUB) of the German Institute of Auditors (IDW), A CGU is defined as the smallest identifiable group of assets which is 5.5 per cent to 7.0 per cent. that generates cash inflows from continuing use that are largely The implied return on equity was 8.0  per  cent, which was independent of the cash inflows from other assets or groups of slightly higher than in the previous year (2016: 7.6 per cent). The assets. CGUs are generally based on the lowest level of an entity mark-up for the assumed country risk was 0.16 per cent for the at which – for internal management purposes – the management LMH EMEA CGU (2016: 0.16 per cent), 0.19 per cent for the STILL systematically monitors and controls goodwill. However, a CGU EMEA CGU (2016: 0.21  per  cent), 0.85  per  cent for the KION may not be larger than an operating segment as defined in APAC CGU (2016: 0.78  per  cent), 1.62  per  cent for the KION IFRS 8 ‘Operating Segments’. Americas CGU (2016: 1.67  per  cent) and 0.11  per  cent for the For the purposes of internal and external reporting, the activ- Dematic CGU (2016: 0.15 per cent). ities of the KION Group are broken down into the Industrial Trucks The underlying capital structure for the LMH EMEA, STILL & Services, Supply Chain Solutions and Corporate Services EMEA, KION APAC and KION Americas CGUs is determined by segments. The 2017 forecast, the budget for 2018, the medium- comparing peer group companies in the same sector. The beta term planning for 2019 to 2020 and the KION  Group’s internal factor derived from this peer group was 1.05 (2016: 1.00). A lever- projections for 2021 to 2022 were drawn up on the basis of this age ratio of 26.8  per  cent (2016: 25.8  per  cent) was calculated reporting structure. based on the capital structure determined for the peer group. The CGUs identified for the purposes of testing goodwill and Based on a sector-specific peer group, a leveraged beta of brand names for impairment equate to the Operating Units LMH 0.89 (2016: 0.88) and a leverage ratio of 0.0  per  cent (2016: EMEA, STILL EMEA, KION APAC, KION Americas in the segment 1.8 per cent) were used for the Dematic CGU. Industrial Trucks & Services and Dematic in the segment Supply The WACC before tax, which is used to discount the esti- Chain Solutions. mated cash flows, was calculated at 9.3  per  cent for LMH The recoverable amount of a CGU is determined by calcu- EMEA, 9.3  per  cent for STILL EMEA, 8.9  per  cent for KION lating its value in use on the basis of the discounted cash flow APAC, 11.7  per  cent for KION Americas and 9.8  per  cent for method. The cash flows forecast for the next five years are Dematic. The WACC after tax was 6.6 per cent for LMH EMEA, included in the calculation for the impairment test in accordance 6.7  per  cent for STILL EMEA, 7.6  per  cent for KION APAC, with IAS 36.33(b). The financial forecasts are based on assump- 7.8 per cent for KION Americas and 7.6 per cent for Dematic. tions relating to the development of the global economy, com- The impairment test carried out in the fourth quarter of 2017 modity prices and exchange rates. Cash flows beyond the did not reveal any need to recognise impairment losses for the five-year planning horizon were extrapolated for the LMH EMEA, existing goodwill recognised for the LMH EMEA, STILL EMEA, STILL EMEA, KION APAC, KION Americas and Dematic CGUs KION APAC, KION Americas and Dematic CGUs. Using sensitiv- using a growth rate of 0.5 per cent (2016: 0.5 per cent). ity analysis, it was determined that no impairment losses need to CGU cash flows are discounted using a weighted average be recognised for goodwill, even if key assumptions vary within cost of capital (WACC) that reflects current market assessments realistic limits, in particular variations in WACC of plus or minus of the specific risks to individual CGUs. 100 basis points. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 145 Basis of presentation – the likelihood that the intangible asset will generate future – the availability of adequate technical, financial and other economic benefits, resources to complete the development and to use or sell the intangible asset, and – the ability to reliably measure the expenditure attributable to the intangible asset during its development. Other intangible assets Other purchased intangible assets with a finite useful life are carried at historical cost less all accumulated amortisation and all accumulated impairment losses. If events or market develop- ments suggest impairment has occurred, impairment tests are carried out on the carrying amount of items classified as other intangible assets with a finite useful life. The carrying amount of an asset is compared with its recoverable amount, which is Capitalised development costs include all costs and overheads defined as the higher of its value in use and its fair value less costs directly attributable to the development process. Once they have to sell. If the reasons for recognising impairment losses in the past been initially capitalised, these costs and internally generated no longer apply, the relevant impairment losses are reversed, but intangible assets – particularly internally generated software – are subject to a limit such that the carrying amount of the asset is no carried at cost less accumulated amortisation and accumulated higher than its amortised cost. impairment losses. Internally generated intangible assets are Other intangible assets with an indefinite useful life are not qualifying assets so finance costs are not capitalised. All carried at cost and are capitalised brand names. Brand names non-qualifying development costs are expensed as incurred and are not amortised because they have been established in the reported in the income statement under research and develop- market for a number of years and there is no foreseeable end to ment costs together with research costs. their useful life. In accordance with IAS 36, they are tested for Amortisation of intangible assets with a finite useful life is impairment at least once a year or whenever there are indications recognised on a straight-line basis and, with the exception of that the asset might be impaired. The impairment test is per- the amortisation expense on capitalised development costs, is formed in the same way as the impairment test for goodwill and reported under functional costs. The impairment losses on uses the same assumptions. Assessments of indefinite useful life intangible assets are reported under other expenses. are carried out in every period. The useful lives shown in > TABLE 050 are applied in deter- Development costs are capitalised if the following can be mining the carrying amounts of other intangible assets. demonstrated: – 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, 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 KION GROUP AG | Annual Report 2017146 Leases / short-term rentals for these long-term customer leases, which are funded for terms that match those of the leases, are recognised as lease liabilities. KION Group entities lease industrial trucks and related items of equipment to their customers in order to promote sales. The leases may be of a short-term nature (short-term rental) or Rental assets long-term nature (leasing). Entities in the KION Group enter into leases as lessors and as Rental assets are assets resulting from short-term rentals as well lessees. In line with IAS 17, these contracts are classified as as industrial trucks in relation to which significant risks and finance leases if substantially all of the risks and rewards incidental rewards remain with the KION Group despite the trucks having to ownership of the leased / rental asset are transferred to the been sold (‘sale with risk’). lessee. All other rentals and leases are classified as operating In the case of short-term rentals, entities in the Industrial leases, again in accordance with IAS 17. Trucks & Services segment rent industrial trucks to end custom- If a KION  Group entity enters into a finance lease as the ers directly. Short-term rental agreements usually have a term of lessor, the future lease payments to be made by the customer are one day to one year. The risks and rewards remain substantially recognised as lease receivables at an amount equal to the net with the entities in the Industrial Trucks & Services segment. investment in the lease. Interest income is allocated to each The industrial trucks are carried at cost and depreciated on a reporting period in order to ensure a constant return on the straight-line basis over the normal useful life of between five outstanding net investment in the lease. and seven years, depending on the product group. If a sale-and- Leased assets leaseback arrangement is in place for refinancing purposes, the assets are reported in the statement of financial position at the lower of the present value of the minimum rental payments and fair value. If the beneficial ownership of leased assets remains with a In an indirect end customer finance arrangement, industrial KION  Group entity as the lessor under an operating lease, the trucks are sold to finance partners who enter into leases with assets are reported as leased assets in a separate item in the end customers. If entities in the Industrial Trucks & Services statement of financial position. The leased assets are carried at segment provide residual value guarantees on a significant scale cost and depreciated on a straight-line basis over the term of or provide a customer default guarantee (‘sale with risk’), these the underlying leases. transactions, which are classified as sale agreements under civil To fund leases, industrial trucks are generally sold to leasing law, are recognised in accordance with the provisions relating companies. The industrial trucks are then leased back to entities to lessors with operating leases in conjunction with the IFRS in the Industrial Trucks & Services segment (head lease), who principles for revenue recognition. In this case, the trucks are sub-lease them to external end customers (described below as recognised as assets in the statement of financial position at their ‘sale and leaseback sub-leases’). If, in the case of sale and lease- cost on the date of the sale and written down to their guaranteed back sub-leases, the risks and rewards incidental to the head residual value, or zero, on a straight-line basis over the period lease are substantially borne by entities in the Industrial Trucks & until the residual value guarantee or the customer default guaran- Services segment, the corresponding assets are reported as tee expires. If the KION Group provides a residual value guarantee, leased assets within non-current assets. These leased assets are an amount equivalent to the residual value obligation is recog- reported in the statement of financial position at the lower of the nised under other financial liabilities. present value of the minimum lease payments and fair value. However, if substantially the risks and rewards incidental to the head lease are transferred to the end customer, a corresponding lease receivable is recognised. In both cases, the funding items Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 147 Basis of presentation Other property, plant and equipment Property, plant and equipment covered by finance leases is depreciated over the shorter of its useful life or the term of the Property, plant and equipment is carried at cost less straight- lease, unless title to the leased assets passes to the lessee when line depreciation and impairment losses. The cost of internally the lease expires, in which case the property, plant and equip- generated machinery and equipment includes all costs directly ment is depreciated and the other financial liabilities are reversed attributable to the production process and an appropriate por- over the useful life of the leased assets. tion of production overheads. This includes production-related The difference between total finance lease liabilities and the depreciation and proportionate costs for administration and fair value of the financed leased assets represents the finance social insurance / employee benefits. charge which is recognised in the income statement over the The cost of property, plant and equipment is reduced by the term of the lease at a constant rate of interest on the outstanding amount of any government grants received, provided the relevant balance in each period. At the end of the lease term, the leased requirements are met. Expenses for maintenance and repairs are assets are returned or purchased, or the contract is extended. recognised in income to the extent that they are not required to be If there are certain indications of impairment of the property, capitalised. Borrowing costs are capitalised for certain items of plant and equipment, the assets are tested for impairment by property, plant and equipment whose acquisition or production comparing the residual carrying amount of the assets with their exceeds one year as soon as the definition of a qualifying asset recoverable amount, which is defined as the higher of value in use is met. As was the case in the previous year, there were no quali- and fair value less costs to sell. If the residual carrying amount is fying assets in 2017. greater than the recoverable amount, an impairment loss is rec- Depreciation of property, plant and equipment is recognised ognised for an asset. The impairment losses on property, plant on a straight-line basis and reported under functional costs. The and equipment are reported under other expenses. useful lives and depreciation methods are reviewed annually and If the recoverable amount is calculated on the basis of value adjusted to reflect changes in conditions. in use, the expected future cash flows are discounted using a The useful lives below are applied in determining the carrying risk-adjusted discount rate, taking into account the current and amounts of items of property, plant and equipment. > TABLE 051 future level of earnings and segment-specific, technological, economic and general trends. KION Group companies also lease property, plant and equipment If an impairment test for an item of property, plant and equip- for their own use through finance leases, which are recognised as ment is performed at the level of a cash-generating unit to which other property, plant and equipment. In this case, the lower of the goodwill is allocated and results in the recognition of an impair- fair value and present value of future lease payments is recog- ment loss, first the goodwill and, subsequently, the assets must nised at the inception of the lease. A corresponding liability to be written down in proportion to their relative carrying amounts. If the lessor is recognised under other financial liabilities in the the reason for an impairment loss recognised in prior years no statement of financial position. longer applies, the relevant impairment losses are reversed, but 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 KION GROUP AG | Annual Report 2017148 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 and Equity-accounted investments interest carryforwards in subsequent years and whose utilisation is reasonably certain according to current forecasts. On the basis of this estimate, deferred tax assets have been recognised 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 carrying amount of the equity investment is adjusted in line with concerned. In accordance with the provisions in IAS 12, deferred any changes to the KION Group’s interest in the net assets of the tax assets and liabilities are not discounted. Deferred tax assets investee. The KION Group’s interest in the profit or loss generated are offset against deferred tax liabilities to the extent that they after acquisition is recognised in income. Other changes in the have the same maturity and relate to the same taxation authority. equity of associates and joint ventures are recognised in other comprehensive income (loss) in the consolidated financial state- ments in proportion to the Group’s interest in the associate or Inventories joint venture. If the Group’s interest in the losses made by an associate or Inventories are carried at the lower of cost and net realisable joint venture exceeds the carrying amount of the proportionate value. The acquisition costs of raw materials and merchandise equity attributable to the Group, no additional losses are recog- are calculated on the basis of an average. The cost of finished nised. Any goodwill arising from the acquisition of an associate or goods and work in progress includes direct costs and an joint venture is included in the carrying amount of the investment appropriate portion of the material and production overheads in the associate or joint venture. and production-related depreciation directly attributable to the If there is evidence that an associate or joint venture may production process. Administrative costs and social insur- be impaired, the carrying amount of the investment in question ance / employee benefits are included to the extent that they is tested for impairment. The carrying amount of the asset is are attributable to the production process. The amount recog- compared with its recoverable amount. If the carrying amount is nised is an average value or a value determined in accordance greater than the recoverable amount, an impairment loss is rec- with the FIFO method. ognised for the equity investment. Net realisable value is the selling price that can be realised Income taxes less the estimated costs of completion and the estimated costs necessary to make the sale. Write-downs are recognised for inventory risks resulting from duration of storage, impaired recoverability, etc. If the In the consolidated financial statements, current and deferred reasons for the recognition of the write-downs no longer apply, taxes are recognised on the basis of the tax laws of the jurisdictions they are reversed, but subject to a limit such that the carrying involved. Deferred taxes are recognised in other comprehensive amount of the asset is no higher than its cost. income (loss) if they relate to transactions also recognised in other comprehensive income (loss). Deferred tax assets and liabilities are recognised in accord- Construction contracts ance with the liability method for all temporary differences between the IFRS carrying amounts and the tax base, as well as Receivables and revenue from construction contracts are recog- for temporary consolidation measures. nised according to the stage of completion (percentage-of-com- Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 149 Basis of presentation pletion method). The percentage of completion is the proportion Other financial assets of contract costs incurred up to the reporting date compared to the total estimated contract costs as at the reporting date (cost- Primary financial assets are initially recognised and derecognised to-cost method). Under the percentage-of-completion method, in the financial statements on their settlement dates. construction contracts are measured at the amount of the con- The KION Group differentiates between financial assets held tract costs incurred to date plus the pro rata profit earned accord- for trading at fair value through profit or loss (FAHfT), available for ing to the percentage of completion. If it is probable that the total sale financial assets (AfS) and financial assets classified as loans contract costs will exceed the contract revenue, the expected and receivables (LaR). loss is immediately recognised as an expense in the financial year The FAHfT category contains derivative financial instruments in which the loss becomes apparent. If the contract costs incurred that do not form part of a formally documented hedge. Derivative and the profit and loss recognised exceed the progress billings, financial instruments forming part of a documented hedge are not the excess is recognised as an asset under trade receivables (see assigned to any of the IAS 39 measurement categories. note [26]). If the progress billings exceed the capitalised costs and Available-for-sale financial assets (AfS) are carried at fair recognised profit and loss, the excess is recognised as a liability value. Unrealised gains and losses, including deferred taxes, are under other liabilities (see note [35]). reported in other comprehensive income (loss) until they are real- If the outcome of a construction contract cannot be reliably ised. Equity investments for which no market price is available are estimated, the likely achievable revenue is recognised up to the carried at cost less impairment losses, as observable fair values amount of the costs incurred. Contract costs are recognised as are not available and reliable results cannot be obtained using an expense in the period in which they are incurred. Variations in other permitted valuation techniques. At present there is no inten- the contract work, claims and incentive payments are recognised tion to sell these financial instruments. if they are likely to result in revenue and their amount can be In the first period in which they are recognised, financial reliably estimated. Trade receivables assets categorised as loans and receivables (LaR) are carried at fair value including directly attributable transaction costs. In subsequent periods they are measured at amortised cost using the effective interest method. Appropriate valuation allowances are recognised for identifiable individual risks. Low-interest or In the first period in which they are recognised, trade receivables non-interest-bearing receivables due in more than one year are categorised as loans and receivables (LaR) are carried at fair carried at their present value. value including directly attributable transaction costs. In subse- Carrying amounts of financial assets are tested for impairment quent periods they are measured at amortised cost using the on every reporting date and whenever indications of impairment effective interest method. Appropriate valuation allowances arise. If there is an objective indication of impairment (such as a are recognised for identifiable individual risks. Low-interest or borrower being in significant financial difficulties), an impairment non-interest-bearing receivables due in more than one year are loss must be recognised directly in the income statement. carried at their present value. If objective facts in favour of reversing impairment losses are Cash and cash equivalents present on the reporting date, reversals are carried out to an appropriate extent. The recognition of reversals must not result in a carrying amount greater than the amortised cost that would have arisen if the impairment loss had not been recognised. In the Cash and cash equivalents comprise cash, credit balances with case of debt instruments classified as available-for-sale financial banks and current financial assets that can be transformed into assets (AfS), reversals of impairment losses are recognised in the cash at any time and are only subject to a minor level of volatility. income statement. KION GROUP AG | Annual Report 2017150 Derivative financial instruments plan assets used to cover the Group’s benefit obligations. Plan assets are measured at fair value. Derivative financial instruments are measured at their fair value Remeasurements, including deferred taxes, are recognised and are reported as financial assets or financial liabilities as at the in other comprehensive income (loss). It is not permitted to reclas- reporting date. They are initially recognised and derecognised in sify remeasurements recognised in other comprehensive income the financial statements on their settlement dates. (loss) to profit or loss in future periods. The cost of additions to Currently, derivative financial instruments in the KION Group pension provisions is allocated to functional costs. The interest mainly comprise currency forwards and interest-rate swaps cost on pension obligations and the interest income from plan that are used for hedging purposes to mitigate currency risk and assets are netted and reported in net financial income / expenses. interest-rate risk. Further details can be found in note [29]. In accordance with IAS 39, all derivative financial instruments must be measured at their fair value irrespective of an entity’s purpose or intention in entering into the derivative contract. The Other provisions KION  Group currently uses cash flow hedges for currency risk and interest-rate risk. Other provisions are recognised when the Group has a legal or In the case of cash flow hedges, derivatives are employed to constructive obligation to a third party as the result of a past event hedge future cash flow risks from existing hedged items, planned that is likely to lead to a future outflow of resources and that transactions and firm obligations not reported in the statement of can be reliably estimated. Where there is a range of possible financial position. The effective portion of changes in the fair value outcomes and each individual point within the range has an equal of derivatives is initially recognised in other comprehensive income probability of occurring, a provision is recognised in the amount (loss) and is subsequently reclassified to the income statement of the mean of the individual points. Measurement is at full cost. when the corresponding hedged item is also recognised. The Provisions for identifiable risks and contingent liabilities are ineffective portion of the changes in fair value is recognised recognised in the amount that represents the best estimate of immediately in the income statement. the cost required to settle the obligations. Recourse claims are If the criteria for hedge accounting are not satisfied, changes not taken into account. The settlement amount also includes in the fair value of derivative financial instruments are recognised cost increases identifiable as at the reporting date. Provisions in the income statement. with a maturity of more than twelve months are discounted using Further information on risk management and accounting the standard market interest rate. The discount rate is a before- for derivative financial instruments can be found in notes [39] tax rate that reflects current market expectations for the time and [40]. Retirement benefit obligation value of money and the specific risks inherent in the liability. The interest cost from unwinding the discount is recognised in interest expenses. Warranty provisions are recognised on the basis of past or estimated future claim statistics. The corresponding expense is The retirement benefit obligation is calculated in accordance with recognised in cost of sales at the date on which the revenue is the projected unit credit method. Future pension obligations are recognised. Individual provisions are recognised for claims that measured on the basis of the pro rata vested benefit entitlements are known to the Group. as at the reporting date and discounted to their present value. Provisions for expected losses from onerous contracts and The calculations include assumptions about future changes in other business obligations are measured on the basis of the work certain parameters, such as expected salary and pension yet to be performed. increases and biometric factors affecting the amount of future A restructuring provision is recognised when a KION Group benefits. Pension provisions are reduced by the fair value of the entity has prepared a detailed, formal restructuring plan and this Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 151 Basis of presentation plan has raised the valid expectation in those affected that the cost. Any differences between historical cost and the settle- entity will carry out the restructuring by starting to implement that ment amount are recognised in accordance with the effective plan or announcing its main features to those affected by it. The interest method. measurement of a restructuring provision only includes the direct expenditures arising from the restructuring and not associated with the ongoing activities of the entity concerned. Trade payables Share-based payments Trade payables are categorised as FLaC and, in the first period in which they are recognised, are carried at fair value net of the directly attributable transaction costs. In subsequent periods, IFRS 2 distinguishes between equity-settled and cash-settled these liabilities are measured at amortised cost using the effective share-based payment transactions. interest method. Low-interest or non-interest-bearing liabilities Equity-settled share-based payment transactions are recog- due in more than one year are carried at their present value. nised at their fair value at the date of grant. The fair value of the obligation is recognised as an expense under functional costs over the vesting period and offset against capital reserves. Assumptions and estimates The portion of the fair value of cash-settled share-based payments that is attributable to service provided up to the valua- The preparation of the IFRS consolidated financial statements tion date is recognised as an expense under functional costs and requires the use of assumptions and estimates for certain line is also reported as a liability. The fair value is recalculated on each items that affect recognition and measurement in the statement reporting date until the end of the performance period. Any of financial position and the income statement. The actual change in the fair value of the obligation must be recognised amounts realised may differ from estimates. Assumptions and (pro rata temporis) under expenses. estimates are applied in particular: Financial liabilities and other financial liabilities The KION Group differentiates between financial liabilities held for trading at fair value through profit or loss (FLHfT) and finan- cial liabilities at amortised cost using the effective interest method (FLaC). The FLHfT category contains derivative financial instruments that do not form part of a formally documented hedge. These are reported under other financial liabilities and must be carried at fair value through profit or loss. Derivative financial instruments form- ing part of a documented hedge are not assigned to any of the IAS 39 measurement categories. – in assessing the need for and the amount of impairment losses on intangible assets, property, plant and equipment, and inventories, obligations and other provisions, – in determining the useful life of non-current assets, – in classifying leases, – in recognising and measuring defined benefit pension – 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, and construction contracts. All other financial liabilities reported under financial liabili- Goodwill is tested for impairment annually at the level of the ties or other financial liabilities must be categorised as FLaC. cash-generating units to which goodwill is allocated, applying the These liabilities are initially recognised at fair value at the time budget for 2018 and the medium-term planning for 2019 to 2020 they are entered into. Directly attributable transaction costs combined with the growth predicted in the market forecasts for are deducted. These liabilities are then measured at amortised the projections for 2021 to 2022 and assuming division-specific KION GROUP AG | Annual Report 2017152 growth rates for the period thereafter. Any material changes to On first-time consolidation of an acquisition, all identifiable these and other factors might result in the recognition of impairment assets and liabilities are recognised at their fair value at the losses. Further information on goodwill can be found earlier in this acquisition date. The fair values of identifiable assets are deter- note and in note [17]. mined using appropriate valuation techniques. These measure- Information on leases can be found in the sections on ments are based, for example, on estimates of future cash leases / short-term rentals, leased assets, rental assets and other flows, expected growth rates, exchange rates, discount rates property, plant and equipment in this note. and useful lives. In the event of material changes to assumptions Defined benefit pension obligations are calculated on the basis or circumstances, estimates must be reassessed and this can of actuarial parameters. As differences due to remeasurements lead to the recognition of an impairment loss for the asset con- are taken to other comprehensive income (loss), any change in cerned. For further information on acquisitions, see note [5]. these parameters would not affect the net profit for the current Construction contracts are accounted for using the percent- period. For further details about sensitivity analysis in relation age-of-completion method based on management estimates of to the impact of all significant assumptions, please refer to the the contract costs incurred. If estimates change, or if there are information about the retirement benefit obligation in note [29]. differences between planned and actual costs, this is directly The recognition and measurement of other provisions is reflected in the profit or loss from construction contracts. The based on an estimate of the probability of the future outflow of Operating Units continually review the cost estimates and adjust resources, supplemented by past experience and the circum- them as appropriate. Further information on construction contracts stances known to the Group at the reporting date. Accordingly, can be found earlier in this note. the actual outflow of resources for a given event may be different Where necessary, the KION Group’s accounting departments from the amount recognised in other provisions. Further details receive assistance from external advisors when making the can be found in note [32]. estimates required. Significant estimates are involved in calculating income taxes. The carrying amounts of the affected line items can be These estimates may change on the basis of new information and found in the relevant notes / the consolidated statement of experience (see also note [14]). In the year under review, this new financial position. information concerns the future tax rates in the US, which have a The impact of a change to an estimate is recognised pro- direct impact on the level of deferred taxes. Deferred tax assets spectively when it becomes known and assumptions are on tax loss carryforwards and interest carryforwards are recog- adjusted accordingly. nised on the basis of an estimate of the future recoverability of the tax benefit, i.e. an assumption as to whether sufficient taxable income or tax relief will be available against which the carryfor- wards can be utilised. The actual amount of taxable income in future periods, and hence the actual utilisation of tax loss carry- forwards and interest carryforwards, may be different from the estimates made when the corresponding deferred tax assets were recognised. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 153 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 €1,725.6  million (2016: €325.4 million). The figure for 2016 only includes Dematic for two months because it was acquired on 1 November 2016. Detailed information on the geographical breakdown of revenue is provided in note [41]. TABLE 052 2016 5,200.5 2,860.2 2,340.2 1,363.8 558.3 285.8 132.4 364.7 263.9 100.7 22.1 5,587.2 2017 5,626.9 3,126.0 2,500.9 1,429.5 619.3 306.6 145.5 2,001.8 1,509.1 492.7 24.8 7,653.6 KION GROUP AG | Annual Report 2017154 [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 Gains on disposal of non-current assets Rental income Sundry income Total other income The rise in foreign currency exchange rate gains was largely attributable to gains arising in the course of the Group companies’ operating activities. This line item also contains gains on hedges that were entered into in order to hedge currency risk arising from the operating business but do not form part of a documented hedging relationships. Sundry income also included income from non-consolidated subsidiaries and other equity investments amounting to €2.1 million (2016: €3.0 million). TABLE 053 2016 22.0 6.0 2.4 1.2 56.0 87.7 2017 34.5 2.5 3.3 1.2 34.3 75.7 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 155 TABLE 054 2016 25.1 3.0 – 13.8 41.9 2017 40.1 3.3 14.8 12.8 71.1 [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 Gains arising from operational foreign currency positions recog- nised under foreign currency exchange rate gains (see note [9]) were offset by losses shown under foreign currency exchange rate losses. These arose partly in connection with the hedging of foreign currency positions in the operating business for which the hedge instruments in question do not form part of a documented hedging relationship. Of the total amount recognised as impair- ment of non-current assets, €8.6 million resulted from giving up the Egemin brand. The remaining amount was attributable to buildings, plant & machinery and office furniture & equipment. [11] SHARE OF PROFIT (LOSS) OF EQUITY-ACCOUNTED INVEST- MENTS The share of profit (loss) of equity-accounted investments in the reporting year amounted to a profit of €13.6  million (2016: €6.5  million). Further details on equity-accounted investments can be found in note [21]. KION GROUP AG | Annual Report 2017156 [12] FINANCIAL INCOME The interest income from leases relates to the interest portion of lease payments in financial services transactions in which KION Group entities operate as lessors (finance leases). The line item ‘Net interest income from defined benefit Financial income breaks down as shown in > TABLE 055. plans’ relates to the net interest income on the net assets of two pension plans in the United Kingdom in which plan assets The increase in financial income in 2017 mainly resulted from gains exceed pension obligations. in connection with foreign currency positions in internal financing and from the related hedging transactions. These gains were offset by corresponding exchange rate losses (see note [13]). 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 2016 36.4 42.2 1.1 9.1 88.9 2017 36.2 87.5 0.4 8.2 132.2 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 157 [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 expense from promissory note Interest cost of leases Net interest expense from defined benefit plans Amortisation of finance costs Foreign currency exchange rate losses (financing) Compounding of non-current financial liabilities Other interest expenses and similar charges Total financial expense TABLE 056 2016 16.0 18.9 – 50.8 18.7 7.9 45.6 1.6 25.1 2017 29.6 – 12.2 47.6 19.3 8.8 66.6 0.0 29.2 213.3 184.5 In 2017, financial expenses rose by €28.8  million year on year. rental and lease payments received and is therefore reported This increase stemmed largely from the rise in the current interest within revenue rather than as interest income. expense on loans and the promissory note in connection with the Net interest expense from defined benefit plans relates to acquisition of Dematic and from exchange rate losses (see note the net interest cost of the net liability of pension plans applying [12] for details of the countervailing exchange rate gains). the discount rate for plans in which pension obligations exceed At the time of the early repayment of certain financial liabilities plan assets. (see also note [30]), deferred borrowing costs of €3.5 million were reclassified as financial expenses. The prior-year figure included one-off financial expenses of €25.7 million, which were also incurred in connection with the optimisation of the financing structure. The interest cost of leases relates to the interest portion of lease payments in financial services transactions in which the [14] INCOME TAXES material risks and rewards are borne by KION Group entities as The income tax expense of €41.9  million (2016: expense of lessees (finance leases). Sale and finance leaseback operating €93.1 million) consisted of €184.9 million in current tax expense sub-leases (SALB-FL-OL) incurred interest expenses of €27.7 mil- (2016: current tax expense of €86.2 million) and €143.0 million lion (2016: €28.3 million). The income from corresponding cus- in deferred tax income (2016: deferred tax expense of €6.9 mil- tomer agreements is, according to IAS 17, a component of the lion). The current tax expense included income of €16.2 million KION GROUP AG | Annual Report 2017158 (2016: expense of €0.3 million) relating to previous financial years. 15.03  per  cent), the combined nominal tax rate for entities in The deferred tax income included income of €92.2 million, which Germany was 30.82 per cent (2016: 30.85 per cent). The income relates to the decision taken on 22 December 2017 to lower the tax rates for foreign companies used in the calculation of deferred corporate income tax rate in the United States from taxes were between 9.0  per  cent and 34.0  per  cent (2016: 35.0 per cent to 21.0 per cent. between 9.0 per cent and 40.0 per cent). At the reporting date, there were income tax assets of No deferred taxes have been recognised on temporary differ- €14.4 million receivable from tax authorities (2016: €35.2 million) ences of €231.4  million (2016: €78.7  million) between the net and income tax liabilities of €82.6 million (2016: €63.0 million). assets reported in the consolidated financial statements for the Deferred taxes are recognised for temporary differences Group companies and the tax base for the shares in these Group between the tax base and IFRS carrying amounts. Deferred taxes companies (outside basis differences) because the KION Group are determined on the basis of the tax rates that will apply at the is in a position to manage the timing of the reversal of temporary recovery date, or have been announced, in accordance with the differences and there are no plans to dispose of investments in current legal situation in each country concerned. The current the foreseeable future. corporate income tax rate in Germany is 15.0 per cent plus the Deferred tax assets are allocated to the following items in the solidarity surcharge (5.5 per cent of corporate income tax). Taking statement of financial position: > TABLE 057 into account the average trade tax rate of 15.00 per cent (2016: 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 carry forwards, interest carry forwards and tax credits Offsetting Total deferred tax assets * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic TABLE 057 2016 109.9 1.0 53.5 1.7 216.5 395.5 37.5 52.6 – 448.4 419.8 2017 143.9 1.0 67.7 2.3 229.8 430.5 29.1 38.7 – 572.5 370.5 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 159 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 2016 1,052.8 5.7 214.8 0.8 15.5 36.9 4.4 – 448.4 882.5 2017 854.9 3.0 296.9 0.7 16.6 60.1 5.5 – 572.5 665.2 * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic The deferred tax liabilities essentially related to the purchase price Dematic acquisition: rise in deferred tax assets of €104.8 million allocation in the acquisition of the KION Group and Dematic, par- and rise in deferred tax liabilities of €601.2  million). In addition, ticularly for intangible assets and property, plant and equipment. currency translation as at the reporting date led to deferred taxes In 2017, deferred taxes – not including currency effects – of of €33.9  million (2016: minus €18.0  million) that were predomi- minus €10.5  million were recognised in other comprehensive nantly attributable to the first-time consolidation of Dematic. income (loss), resulting in a decrease in equity (2016: €17.2 mil- These currency effects were recognised in other comprehensive lion, resulting in an increase in equity). Of this amount, deferred income (loss) under cumulative translation adjustment, result- taxes of minus €8.0  million (2016: €16.7  million) arose from the ing in an increase in equity (2016: resulting in a decrease in remeasurement of the defined benefit obligation. Furthermore, equity). deferred taxes of minus €2.4 million (2016: €0.4 million) were rec- In 2017, the parent company and subsidiaries that reported ognised in connection with realised and unrealised changes in losses for 2017 or 2016 recognised net deferred tax assets on the fair value of derivatives in cash flow hedges (minus €1.7 mil- temporary differences and on loss carryforwards totalling lion; 2016: €1.1  million) and net investment hedges (minus €24.2 million (2016: €29.4 million). The assets were considered €0.7 million; 2016: minus €0.7 million). In 2017, deferred taxes of to be unimpaired because these companies are expected to minus €0.1  million were recognised for the first time on the generate taxable income in future. remeasurement of available-for-sale financial instruments, result- No deferred tax assets have been recognised on tax loss ing in a decrease in equity. carryforwards of €526.0 million (2016: €509.3 million) – of which The deferred taxes recognised in the statement of financial €13.0 million (2016: €29.4 million) can only be carried forward on position also rose as a consequence of the purchase price allo- a restricted basis –, on interest carryforwards of €185.0  million cation in connection with the other acquisitions (2017: rise in (2016: €193.5  million) or on other temporary differences of deferred tax assets of €1.5 million; 2016 primarily in relation to the €5.2 million (2016: €4.7 million). KION GROUP AG | Annual Report 2017160 Deferred taxes are recognised on tax loss carryforwards and The interest that can be carried forward indefinitely in interest carryforwards to the extent that sufficient future taxable Germany as at 31 December 2017 amounted to €185.0 million income is expected to be generated against which the losses can (31 December 2016: €206.1 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 €124.5  million (2016: tax expense to effective income tax expense. The Group recon- €139.6  million), of which €120.9  million (2016: €130.1  million) ciliation is an aggregation of the individual company-specific concerns 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 2017 amounted to €109.1 million income. The expected tax rate applied in the reconciliation is (31 December 2016: €126.1  million), while trade-tax loss carry- 30.82 per cent (2016: 30.85 per cent). > TABLE 059 forwards stood at €88.6  million (31 December 2016: €97.3  mil- lion). There were also foreign tax loss carryforwards totalling €481.1 million (31 December 2016: €547.8 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 Non-taxable income / tax-exempt income Taxes relating to other periods Deferred taxes relating to prior periods Non-creditable withholding tax on dividends Other Effective income taxes (current and deferred taxes) TABLE 059 2016 339.2 – 104.6 – 4.0 17.3 – 6.5 1.1 – 5.4 8.7 – 0.3 5.0 – – 4.4 – 93.1 2017 468.3 – 144.3 – 2.6 3.2 – 27.9 92.2 – 5.8 34.7 16.2 3.7 – 9.8 – 1.4 – 41.9 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated income statement 161 [15] OTHER INCOME STATEMENT DISCLOSURES obligation. Pension expenses essentially comprised the pension entitlements of €40.6 million vested in 2017 (2016: €35.3 million) and unrecognised past service income of €0.1  million (2016: €0.1 million) arising from plan amendments and curtailments. Impairment losses and depreciation expenses on property, The cost of materials rose by €904.6 million in the reporting year plant and equipment together with impairment losses and amor- to €3,573.7  million (2016: €2,669.1  million). The figure for 2016 tisation expenses on intangible assets amounted to €636.4 mil- only includes Dematic for two months because it was acquired lion in the reporting year (2016: €454.7 million). Inventories were on 1 November 2016. written down by €18.0 million (2016: €17.8 million). Personnel expenses went up by €469.4 million to €1,989.7 mil- The breakdown of rental and lease payments expensed in lion in 2017 (2016: €1,520.3  million). These personnel expenses the period and arising in connection with operating leases in included wages and salaries of €1,590.4  million (2016: which KION Group entities are lessees is as follows: > TABLE 060 €1,198.3  million), social security contributions of €320.8  million (2016: €258.4 million) and expenses for pensions of €78.5 million The expenses in connection with sub-leases relate to leases and (2016: €63.6 million). The interest cost from the unwinding of the rental agreements in which KION Group entities are both lessors discount on estimated pension obligations is not recognised and lessees. These expenses were offset by income of €37.3 mil- under personnel expenses and is instead reported under financial lion in 2017 (2016: €43.8 million). expenses as a component of interest cost of the defined benefit Lessee: Expenses recognised for operating lease payments in € million Procurement lease contracts Sublease contracts Total recognised expenses for lease payments TABLE 060 2016 89.6 36.3 125.9 2017 126.4 35.9 162.4 KION GROUP AG | Annual Report 2017162 [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 (2017: 114,328,999 no-par-value shares; 2016: 103,241,256 no-par-value shares). The net income accruing to the shareholders of KION GROUP AG was €424.8 million (2016: €245.5  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 €3.72 (2016: €2.38). The 160,829 no-par-value treasury shares repurchased by KION GROUP AG were not included in this figure as at 31 Decem- ber 2017 (31 December 2016: 164,486). Diluted earnings per share is calculated by adding the potential dilutive no-par-value shares that employees can obtain for free under the employee share option programme (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 114,356,934 no-par-value shares issued (2016: 103,278,542 no-par-value shares). Diluted earnings per share for the reporting period came to €3.71 (2016: €2.38). Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 163 Notes to the consolidated statement of financial position [17] GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is broken down by segment as follows: > TABLE 061 Goodwill broken down by segment in € million Industrial Trucks & Services LMH EMEA STILL EMEA KION Americas KION Asia Pacific Supply Chain Solutions Dematic Total goodwill TABLE 061 2016 1,504.9 813.4 546.5 23.5 121.6 2,068.0 2,068.0 3,572.9 2017 1,511.0 817.7 549.7 23.5 120.1 1,871.5 1,871.5 3,382.5 The change in goodwill in 2017 mainly resulted from currency and allocated to the Supply Chain Solutions segment as part of effects. There was also an impact from the acquisitions of the original purchase price allocation. In 2017, impairment losses Eisengiesserei Dinklage GmbH and Nordtruck AB, from which of €8.6  million were recognised due to the Egemin Automation goodwill totalling €9.5 million arose. In 2016, the change in good- brand name being subsumed within the Dematic brand name. As will was mainly due to the acquisition of Dematic and other busi- a result, the brand names allocated to the Supply Chain Solutions nesses, from which goodwill totalling €1,949.1 million arose. segment decreased to a carrying amount of €350.6 million as at The Group intends to retain and further strengthen the Linde, 31 December 2017 (31 December 2016: €359.6 million), of which STILL, OM STILL and KION brand names on a long-term basis. €349.7 million was attributable to brand names with an indefinite Brand names worth €466.2  million are assigned to the LMH useful life (31 December 2016: €358.3 million). The KION brand EMEA CGU (31 December 2016: €466.3  million) and brand name is allocated to the Corporate Services segment and had names worth €114.8 million to the STILL EMEA CGU (31 Decem- a carrying amount as at 31 December 2017 of €5.1  million ber 2016: €115.0 million). These assets are not amortised as they (31 December 2016: €5.1 million). This asset is not amortised as it have an indefinite useful life. As at 31 December 2017, the brand has an indefinite useful life. > TABLE 062 names allocated to the KION APAC CGU had a residual value of €7.8 million (31 December 2016: €8.3 million) and had an indefi- nite useful life. In 2016, a value of €349.7 million was attributed to the Dematic brand name and allocated to the Supply Chain Solu- tions segment as part of the purchase price allocation. A value of €8.6 million was attributed to the Egemin Automation brand name KION GROUP AG | Annual Report 2017 164 Intangible assets in € million Goodwill Brand names Technology & development Sundry intangible assets 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 Balance as at 01/01/2017 Group changes Currency translation adjustments Additions Disposals Amortisation Impairment Balance as at 31/12/2017 Gross carrying amount as at 31/12/2017 Accumulated amortisation 1,548.1 1,961.8 63.0 – – – 3,572.9 3,572.9 – 3,572.9 9.5 – 199.8 – 0.0 – – 3,382.5 3,382.5 – 0.0 604.1 353.5 – 3.0 – – – 0.3 954.3 956.2 – 1.9 954.3 – – 0.9 – – – 0.2 – 8.6 944.6 955.2 – 10.6 TABLE 062 Total 2,452.5 3,658.7 107.1 72.6 – 0.1 – 115.2 194.1 519.1 17.0 50.6 – 0.0 – 57.0 106.2 824.3 30.0 22.1 – 0.1 – 57.9 723.7 924.6 6,175.6 933.1 – 209.3 723.7 – – 59.8 75.4 – – 69.0 – 1,154.7 – 230.0 924.6 0.1 – 86.0 24.8 3.7 – 148.2 – 6,616.8 – 441.2 6,175.6 9.6 – 346.5 100.2 3.7 – 217.5 – 8.6 670.3 719.0 5,716.4 917.2 – 246.9 1,049.5 – 330.5 6,304.3 – 587.9 The total carrying amount for technology and development assets Other intangible assets relate in particular to licences, patents, as at 31 December 2017 was €670.3 million (31 December 2016: software and customer relationships. €723.7 million). Development costs of €75.4 million were capital- The change to the basis of consolidation in 2016 had been ised in the reporting year (2016: €50.6  million). Research and due almost entirely to the acquisition of the Dematic Group. development costs totalling €137.0  million (2016: €96.5  million) were expensed. Furthermore, amortisation expenses of €69.0 million were recognised (31 December 2016: €57.0 million); these expenses are reported under cost of sales. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 165 [18] LEASED ASSETS Leased assets include assets leased over the long term with a residual value of €420.8 million (31 December 2016: €367.5 mil- lion) that are funded by means of sale and leaseback transactions with leasing companies and leased assets with a residual value of The changes in leased assets in 2017 and 2016 were as follows: €101.5 million (31 December 2016: €62.2 million) that are funded > TABLE 063 internally or by means of bank loans. Leased assets are attributable to the Industrial Trucks & Services payments under operating leases with customers amounting to segment and relate to industrial trucks in the amount of €522.3 mil- €514.3 million (31 December 2016: €402.7 million). lion (31 December 2016: €429.7 million) that are leased to external The following table shows the maturity structure of these customers under operating leases. future payments: > TABLE 064 Leased assets resulted in non-cancellable minimum lease 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 Minimum lease payments in € million Cash receipts from future minimum lease payments due within one year due in one to five years due in more than five years TABLE 063 2016 334.4 7.4 – 2.8 290.3 – 103.0 – 94.2 – 2.4 429.7 747.3 – 317.6 TABLE 064 2016 402.7 144.7 248.5 9.6 2017 429.7 0.5 – 2.2 327.9 – 116.7 – 116.4 – 0.5 522.3 897.2 – 374.9 2017 514.3 185.2 317.3 11.8 KION GROUP AG | Annual Report 2017166 [19] RENTAL ASSETS The changes in rental assets in 2017 and 2016 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 065 2016 544.0 6.1 – 2.9 286.1 – 91.8 – 169.1 2.8 575.3 990.0 – 414.6 2017 575.3 0.5 – 9.8 347.2 – 77.0 – 185.2 0.4 651.4 1,114.7 – 463.3 Rental assets are allocated solely to the Industrial Trucks & Services The rental assets item comprises assets resulting from short-term segment. The breakdown of rental assets by contract type is rentals (‘operating leases as lessor’) and assets in relation to shown in the following table: > TABLE 066 which significant risks and rewards remain with the KION Group although they were sold (‘sale with risk’). 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 2017 586.3 1.9 588.2 2016 514.4 3.0 517.4 2017 63.2 0.0 63.2 2016 57.9 0.0 57.9 2017 649.5 1.9 651.4 2016 572.3 3.0 575.3 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 167 [20] OTHER PROPERTY, PLANT AND EQUIPMENT Land and buildings in the amount of €18.3 million (31 Decem- ber 2016: €18.3  million) were largely pledged as collateral for accrued retirement benefits under partial retirement agreements. Plant & machinery and office furniture & equipment include assets from procurement leases (finance leases) amounting to The changes in the carrying amounts of other property, plant and €27.6 million (31 December 2016: €17.2 million). Depreciation on equipment are shown in > TABLE 067. these assets came to €9.9 million in 2017 (2016: €5.6 million). The corresponding liabilities are reported as other financial liabilities. Other property, plant and equipment in € million 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 Balance as at 01/01/2017 Group changes Currency translation adjustments Additions Disposals Depreciation Impairment Reclassification Balance as at 31/12/2017 Gross carrying amount as at 31/12/2017 Accumulated depreciation Land and buildings Plant, machinery, and office furniture and equipment Advances paid and assets under construction 305.7 69.1 – 2.2 10.0 – 0.3 – 13.9 5.8 374.2 727.9 – 353.7 374.2 1.4 – 12.2 9.7 – 1.5 – 18.3 – 0.5 3.0 355.9 714.6 – 358.7 174.1 80.9 – 0.3 59.7 – 3.9 – 62.3 18.7 266.8 1,059.6 – 792.8 266.8 2.0 – 10.0 90.2 – 2.8 – 84.2 – 5.8 18.0 274.3 1,091.5 – 817.2 29.0 10.7 – 0.1 24.8 – 2.3 – – 24.9 37.3 37.3 – 37.3 0.3 – 1.1 37.2 – 6.0 – – – 20.9 46.7 46.7 – TABLE 067 Total 508.8 160.7 – 2.6 94.5 – 6.5 – 76.2 – 0.4 678.3 1,824.7 – 1,146.4 678.3 3.7 – 23.3 137.0 – 10.3 – 102.4 – 6.2 0.1 676.9 1,852.8 – 1,175.9 KION GROUP AG | Annual Report 2017168 [21] EQUITY-ACCOUNTED INVEST- MENTS The carrying amount of the equity-accounted investments mainly resulted from the shares (10.0 per cent) in Linde Hydraulics GmbH & Co. KG, Aschaffenburg (‘Linde Hydraulics’), the shares (45.0  per  cent) in Linde Leasing GmbH, Wiesbaden, and the shares (50.0  per  cent) in JULI Motorenwerk s.r.o, Moravany, The KION Group reported equity-accounted investments with a Czech Republic. The associates and joint ventures can be seen in total carrying amount of €80.3 million as at 31 December 2017 (31 the list of shareholdings (see note [47]). Their financial information December 2016: €72.7 million). is summarised below. > TABLES 068 – 069 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 2016 42.5 0.2 0.3 0.5 TABLE 069 2016 30.1 6.3 0.1 6.4 2017 43.8 5.2 – 0.7 4.5 2017 36.4 8.5 1.3 9.7 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 169 [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 €715.2  million assets directly to customers as part of the Group’s financial (31 December 2016: €648.4 million). services activities, the Group’s net investment in the lease is Lease receivables include unguaranteed residual values of reported as a lease receivable. €107.3 million (31 December 2016: €87.6 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 2016 807.9 225.6 552.0 30.2 731.5 200.3 503.3 27.9 2017 962.2 262.5 655.6 44.1 875.8 228.0 605.3 42.4 Unrealised financial income 86.5 76.3 KION GROUP AG | Annual Report 2017170 [23] OTHER FINANCIAL ASSETS The breakdown of other financial assets of €176.1  million (31 December 2016: €129.4 million) is shown in > TABLE 071. Other financial assets in € million Investments in 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 The non-consolidated subsidiaries and other equity investments include the equity investment in Balyo SA in an amount of €11.7 million (31 December 2016: €2.7 million), which is measured at fair value due to Balyo’s IPO in 2017. TABLE 071 2016 22.2 4.6 20.7 47.5 10.3 21.3 50.3 82.0 2017 36.0 2.2 18.9 57.1 30.0 30.3 58.7 119.0 Total other financial assets 176.1 129.4 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 171 [24] OTHER ASSETS Other assets of €108.5 million (31 December 2016: €98.5 million) comprise the following: > TABLE 072 Pension assets relate to asset surpluses from two defined benefit plans in the United Kingdom (31 December 2016: two), 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 Other current assets Total other assets TABLE 072 2016 12.3 12.3 49.5 36.6 86.2 98.5 2017 24.2 24.2 40.2 44.0 84.3 108.5 KION GROUP AG | Annual Report 2017172 [25] INVENTORIES [26] TRADE RECEIVABLES The reported inventories break down as follows: > TABLE 073 The trade receivables break down as follows: > TABLE 074 The year-on-year expansion in inventories was largely attributable Valuation allowances of €51.1  million (31 December 2016: to increases in materials and supplies (17.2 per cent), work in pro- €40.4 million) were recognised for trade receivables. gress (3.5 per cent) and finished goods (15.8 per cent). In 2017, The breakdown of construction contracts that had not been write-downs of €18.0  million were recognised on inventories completed by the reporting date is presented in > TABLE 075. (2016: €17.8 million). Reversals of write-downs had to be recog- nised in the amount of €7.5 million (2016: €3.2 million) because the reasons for the write-downs no longer existed. Inventories in € million Materials and supplies Work in progress Finished goods and merchandise Advances paid Total inventories 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 TABLE 073 2016 158.0 105.3 396.5 12.6 672.4 TABLE 074 2016 863.6 904.0 – 4.8 – 24.7 – 11.0 13.2 19.1 103.1 998.9 2017 185.2 109.0 459.0 15.4 768.6 2017 958.5 1,009.6 – 10.0 – 25.8 – 15.3 13.2 27.7 94.7 1,094.1 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 173 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 TABLE 075 2017 2016 2,300.1 – 2,469.4 – 169.3 94.7 – 264.0 2,247.8 – 2,445.4 – 197.6 103.1 – 300.7 Construction contracts with a net credit balance due from cus- tomers are included in trade receivables. Construction con- tracts with a net debit balance due to customers are reported under other current liabilities (see note [35]). Advances received [27] CASH AND CASH EQUIVALENTS in respect of construction contracts for which no work had yet The change in cash and cash equivalents is shown in the consol- been carried out amounted to €19.2  million as at 31 Decem- idated statement of cash flows. For more detailed information, ber  2017 (31 December 2016: €28.3  million). Customer reten- please also refer to note [37]. > TABLE 076 tions relating to construction contracts came to €0.3  million (31 December  2016: €0.6 million). Cash and cash equivalents in € million Balances with banks, cash and cheques Pledged cash Total cash and cash equivalents TABLE 076 2016 276.0 3.5 279.6 2017 172.8 0.4 173.2 KION GROUP AG | Annual Report 2017174 [28] EQUITY date (31 December 2016: 164,486). These treasury shares are not dividend-bearing and do not confer any voting rights. Further details on the KEEP employee share option programme can be found in note [44]. Subscribed capital and capital reserves As at 31 December 2017, KION  Group employees held options on a total of 50,166 no-par-value shares (31 Decem- As at 31 December 2017, the Company’s share capital amounted ber 2016: 67,106 no-par-value shares). The share options granted to €118.1 million (31 December 2016: €108.8 million) and was fully under the employee share option programme are not divi- paid up. It was divided into 118.1  million no-par-value shares dend-bearing and do not confer any voting rights. (31 December 2016: 108.8 million). The Annual General Meeting on 11 May 2017 voted to create new authorised capital that will enable the KION Group to con- Retained earnings tinue to meet its funding needs quickly and flexibly. Subject to the consent of the Supervisory Board, the Executive Board is author- The changes in retained earnings are shown in the consolidated ised until 10 May 2022 to increase the Company’s share capital statement of changes in equity in > TABLE 044. The retained earnings by up to €10.879 million by way of an issue of up to 10,879,000 comprise the net income (loss) for the financial year and past con- new no-par-value bearer shares (2017 Authorised Capital). tributions to earnings by the consolidated entities, provided they With the consent of the Supervisory Board, the Executive have not been distributed. Board of KION GROUP AG decided on 22 May 2017 to utilise the The distribution of a dividend of €0.80 per share (2016: €0.77 authorised capital created by the 2017 Annual General Meeting. per share) to the shareholders of KION GROUP AG resulted in an The purpose of the capital increase was to partly refinance the outflow of funds of €86.9 million in May 2017 (2016: €76.0 million). bridge loan taken out for the acquisition of Dematic. The Company’s share capital was increased by 8.55 per cent in return for cash contributions; shareholders’ pre-emption rights were disapplied. Appropriation of profit The share capital was increased by issuing 9.3  million new no-par-value bearer shares. The gross proceeds from the capital The Executive Board and the Supervisory Board propose to the increase came to €602.9 million. An amount of €593.6 million was Annual General Meeting to be held on 9 May 2018 that an amount paid into the capital reserves. The capital increase was entered in of €116.7 million be appropriated from the distributable profit of the commercial register on 23 May 2017. KION GROUP AG for the 2017 financial year of €168.1 million for The costs associated with the capital increase amounting to the payment of a dividend of €0.99 per dividend-bearing share. It €3.0 million (net) were recognised directly in equity. is also proposed that a further sum of €51.2 million be transferred The total number of shares outstanding as at 31 December to other revenue reserves and that €0.1 million be carried forward 2017 was 117,929,171 no-par-value shares (31 December 2016: to the next accounting period. If the net income is adjusted for 108,625,514 no-par-value shares). Between 10 October 2017 and remeasurement of deferred tax assets and liabilities in connection 30 October 2017, a further 60,000 treasury shares were repur- with the lowering of the corporate income tax rate in the United chased via the stock exchange at an average price of €72.15 in States, this equates to a dividend payout rate of around order to provide the shares for employees’ own investments and 35 per cent of the net income accruing to the shareholders of the the free shares under the KEEP 2017 employee share option pro- KION Group. gramme. The total cost was €4.3  million. Due to the issue of 27,363 bonus shares under KEEP 2014 and 36,294 no-par-value shares (2016: 45,564 no-par-value shares) under KEEP 2017, KION GROUP AG held 160,829 treasury shares at the reporting Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 175 Accumulated other comprehensive income (loss) Defined contribution plans The breakdown of accumulated other comprehensive income In the case of defined contribution pension plans, the Group pays (loss) is shown in > TABLE 044. contributions to government or private pension insurance pro- The currency translation adjustment contains the exchange viders based on statutory or contractual provisions, or on a vol- differences arising from the financial statements prepared in a for- untary basis. The Group does not enter into any obligations above eign currency of foreign subsidiaries, associates and joint ventures. and beyond the payment of contributions to an external pension The gains/losses on the defined benefit obligation are the fund. The amount of future pension benefits is based solely on result of remeasuring defined benefit pension obligations (see the amount of the contributions paid by the employer (and in also note [29]). some cases the beneficiaries themselves) to the external pension The gains/losses on hedge reserves are the effective portion fund, including income from the investment of these contribu- of the changes in the fair value of the hedging instruments for tions. The total expense arising from defined contribution plans cash flow hedges and net investment hedges. The gains/losses amounted to €92.9  million in 2017 (2016: €84.5  million). Of this on available-for-sale financial instruments relate to the remeasure- total, contributions paid by employers into government-run ment of the equity investment in Balyo SA at fair value. schemes came to €72.8 million (2016: €75.0 million). The defined The gains/losses from equity-accounted investments contain contribution plan expense is reported within the functional costs. the share of other comprehensive income (loss) from associates and joint ventures accounted for under the equity method. Defined benefit plans Non-controlling interests In the case of defined benefit plans, the beneficiaries are granted a specific benefit by the Group or an external pension fund. Due Non-controlling interests in companies in the KION Group to future salary increases, the benefit entitlement at the retirement amounted to €4.4 million (31 December 2016: €5.7 million). age of the beneficiary is likely to be higher than the amount [29] RETIREMENT BENEFIT OBLIGATION 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 by each beneficiary, is expressed as the present value of the defined benefit obligation (DBO) including adjustments for future salary and pension increases. The retirement benefit obligation is recognised for obligations The KION  Group currently grants pensions to almost all to  provide current and future post-employment benefits. Post- employees in Germany and a number of foreign employees. employment benefit plans are classified as either defined benefit These pensions consist of fixed benefit entitlements and are plans or defined contribution plans, depending on the substance therefore reported as defined benefit plans in accordance with of the plan as derived from its principal terms and conditions. IFRS. As at 31 December 2017, the KION  Group had set up defined benefit plans in 13 countries. For all of the significant defined benefit plans within the Group, the benefits granted to employees are determined on the basis of their individual income, i.e. either directly or by way of intermediate benefit arrangements. The largest of the KION Group’s defined benefit plans – together accounting for 93.0 per cent of the global defined benefit obligation KION GROUP AG | Annual Report 2017176 (31 December 2016: 92.8 per cent) – are in Germany, the United invested on the capital markets and, at the same time, entitlement Kingdom and the US. to a guaranteed pension benefit is granted. Germany In addition, employees in Germany are able to pay part of their salary into a company pension plan, for which KION pro- In Germany, the pension benefits granted under the 2001 pen- vides a defined minimum rate of return to enable employees to sion benefit conditions and 2002 pension benefit conditions build up their personal pension provision. The pension benefits depend on employees’ length of service and gross annual consist of retirement, invalidity and surviving dependants’ bene- remuneration (pension component entitlement). The pension fits. Each contribution made is converted into a capital compo- component is calculated by multiplying a certain percentage by nent on the basis of a guaranteed minimum rate of return of an age-dependent annuitisation factor. The contribution rate is 3.0 per cent and depending on the age of the employee. The cap- 3.4  per  cent (2001 pension benefit conditions) or 2.0  per  cent ital components acquired each calendar year are added up to (2002 pension benefit conditions) of the gross remuneration that give the pension capital. When an insured event occurs, the pen- an employee earns in the computation period. Employees receive sion capital is converted into an ongoing life-long pension or a the pension entitlement that they have earned in the form of a one-off capital payment. monthly retirement pension or invalidity benefit or, in the event of In Germany, the KION Group also helps employees to build their death, the entitlement is paid to their surviving dependants up their own pension provision with an additional matching con- in the form of a widow’s/widower’s pension or orphans’ pension. tribution for those employees who pay part of their salary into Members of the Executive Board and other executives are pre- the KION pension plan. The additional matching contribution dominantly covered by individual pension plans. For details of the received by executives is 50.0 per cent of the amount they defer pension entitlements of KION GROUP AG Executive Board mem- in a calendar year, although the absolute amount of this contri- bers, please refer to the information in note [45]. The amount of bution is limited to a certain percentage of income (ranging from the benefits paid to executives depends on the type of entitle- 2.5 per cent to a maximum of 5.0 per cent). All other employees ment. Under the ‘old’ individual pension plans, executives were who participate in the company pension scheme receive up to entitled to a certain percentage of income as their pension bene- 0.4 per cent of their gross remuneration. fit. By contrast, the employer-funded entitlement under the ‘new’ Some of the KION Group’s pension obligations in Germany individual pension plans consists of two components: a fixed are financed by way of contractual trust arrangements (CTAs), basic pension and a variable top-up pension through which which qualify as plan assets within the meaning of IAS 19. The annual components are earned within a defined contribution sys- trustees are required to follow a defined investment strategy and tem. Both components depend on the seniority of the executive. guidelines. There are no statutory minimum funding require- The existing employer-funded company pension schemes for ments. In the event of the Company’s insolvency, the company employees covered by collective pay agreements and those not pension scheme in Germany is to a large extent protected by law subject to such agreements (2001 pension benefit conditions, by the insolvency protection scheme (Pensions-Sicherungs- 2002 pension benefit conditions, KION pension plan) was closed Verein Versicherungsverein auf Gegenseitigkeit, PSVaG). to new entrants with effect from 1 January 2018. From this date, the 2018 pension benefit conditions apply to new entrants at par- United Kingdom ticipating companies. In the United Kingdom, defined benefit pension obligations pre- On 1 January 2018, the KION pension plan was replaced by dominantly relate to two plans. The defined benefits include not the 2018 KION pension plan for all employees covered by collec- only a life-long retirement pension but also surviving dependants’ tive pay agreements and those not subject to such agreements at benefits. The amount of the pension depends on employees’ participating companies. The new pension plans are also length of service and final salary. designed as defined contribution plans. The contributions are The two plans were closed to new employees more than ten years ago. Each plan is monitored by its own board of trustees, Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 177 which oversees the running of the plan as well as its funded status Other countries and the investment strategy. The members of the board of Furthermore, significant asset volumes are invested in external trustees comprise people appointed by the company involved pension funds with restricted access in Switzerland and the and selected plan beneficiaries. Netherlands. Decisions on additions to plan assets take into Under UK law, the board of trustees is obliged to have a val- account the change in plan assets and pension obligations. They uation of the plan carried out at least every three years. In con- also take into account the statutory minimum coverage require- nection with the valuation of the pension plans for the employees ments and the amounts deductible under local tax rules. of the KION  Group’s UK companies as at 1 January 2015, the Company and the trustees of the pension funds agreed in March  2016 on certain assumptions relevant to the valuation, Measurement assumptions according to which the deficit for the two pension plans amounted to €11.1  million as at 1 January 2015. On this basis, the In accordance with IAS 19 ‘Employee Benefits’, pension provi- KION Group agreed with the trustees that it would pay approxi- sions are recognised to cover obligations arising from the current mately the equivalent of €3.6 million in 2017 in order to reduce the and future pension entitlements of active and (after the vesting deficit. The trustees and the Company are currently assessing the period has expired) former employees of the KION  Group and valuation of the pension plans as at 1 January 2018. their surviving dependants. The discount rate used to calculate In addition, collateral in rem in the form of charges on the real the defined benefit obligation at each reporting date is deter- estate of Group companies in the UK and flexible collateral in mined on the basis of current capital market data and long-term respect of the rental fleets of UK dealers within a maximum over- assumptions about future salary and pension increases in all limit of approximately €20.3  million were extended for the accordance with the best estimate principle. These assumptions benefit of the pension funds. The term of this collateral is limited vary depending on the economic conditions affecting the cur- to four years (1 July 2021), and the overall limit will not be reduced rency in which benefit obligations are denominated and in which by payments made by the KION  Group. The likelihood of the fund assets are invested, as well as capital market expectations. guarantee being used is deemed low in view of the position of the Benefit obligations are calculated on the basis of current individual companies with regard to their current and future biometric probabilities as determined in accordance with actuarial financial and earnings situations. principles. The calculations also include assumptions about future United States employee turnover based on employee age and years of service and about the probability of retirement. The defined benefit obli- Following the acquisition of Dematic, the KION Group maintains gation is calculated on the basis of the significant weighted-aver- three main defined benefit pension plans in the US. The defined age assumptions as at the reporting date shown in > TABLE 077. benefits include not only a life-long retirement pension but also surviving dependants’ benefits. Unionised employees receive pension entitlements on the basis of fixed amounts for each month of service. Salaried em ploy- ees receive benefits that generally depend on their period of ser- vice and on their average final salary fixed on the date the plan concerned was frozen. These defined benefit plans have been frozen for some time now in relation to future periods of service. Two of the plans are subject to statutory minimum funding provisions that specify a certain coverage ratio and provide for annual payments amounting to approximately the equivalent of €5.3 million to maintain the required ratio. KION GROUP AG | Annual Report 2017178 Assumptions underlying provisions for pensions and other postemployment benefits TABLE 077 Germany UK USA Other Discount rate Salary increase rate Pension increase rate 2017 1.95% 2.75% 1.75% 2016 1.90% 2.75% 1.75% 2017 2.35% 4.12% 3.37% 2016 2.55% 4.12% 3.47% 2017 3.60% 2016 4.05% – – − − 2017 1.41% 1.49% 0.27% 2016 1.35% 2.51% 0.28% The assumed discount rate is determined on the basis of the yield The actuarial assumptions not listed in > TABLE 077, such as as at the reporting date on AA-rated, fixed-interest senior corpo- employee turnover, invalidity, etc., are determined in accordance rate bonds with maturities that match the expected maturities of with recognised forecasts in each country, taking into account the pension obligations. Pension obligations in foreign companies the circumstances and forecasts in the companies concerned. are calculated on a comparable basis taking into account any The significant weighted-average assumptions shown in country-specific requirements. >  TABLE  078 were applied to the calculation of the net interest Future increases in salaries are estimated on an annual basis cost and the cost of benefits earned in the current year (current taking into account factors such as inflation and the overall eco- service cost). nomic situation. Differences between the forecast and actual change in the The biometric mortality rates used in the calculation are defined benefit obligation and changes in related assets (known based on published country-specific statistics and empirical as remeasurements) are recognised immediately in other com- values. Since 31 December 2009, the modified Heubeck 2005 G prehensive income (loss) in accordance with IAS 19. This serves mortality tables have been used in Germany as the biometric to ensure that the pension liability in the statement of financial basis; the modified tables include a somewhat higher life expec- position is the present value of the defined benefit obligation. tancy for males than the unmodified tables. The S1NA CMI 2013 In the case of externally funded pension plans, this present tables (standard mortality tables for self-administered pension value of the defined benefit obligation is reduced by the fair value schemes (‘SAPS’) based on normal health) with a long-term trend of the assets of the external pension fund (plan assets). If the plan of 1.25 per cent p.a. are applied to the two defined benefit plans assets exceed the present value of the defined benefit obligation in the United Kingdom. In the US, calculations use the modified (net assets), a corresponding asset is recognised in accordance RP-2014 mortality tables with the generational projection from with IAS 19. IAS 19.64 in conjunction with the supplementary the Mortality Improvement Scale MP-2016. explanatory information in IFRIC 14 states that the recognition of Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 179 Assumptions underlying pensions expenses TABLE 078 Germany UK USA Other Discount rate Salary increase rate Pension increase rate 2017 1.90% 2.75% 1.75% 2016 2.35% 2.75% 1.75% 2017 2.55% 4.12% 3.47% 2016 3.75% 4.25% 3.13% 2017 4.05% 2016 3.80% – – − – 2017 1.35% 2.51% 0.28% 2016 1.61% 2.50% 0.42% an asset for an excess of plan assets is only permitted if the com- pany concerned, in its function as the employer, gains economic benefits in the form of reductions in future contributions to the plan or in the form of refunds from the plan. If the present value of the defined benefit obligation is not covered by the plan assets, the net obligation is reported under the retirement benefit obligation. In two defined benefit plans in the United Kingdom, plan assets exceed the present value of the defined benefit obligation. Stipulations limiting the asset to be recognised in the statement of financial position do not apply. KION GROUP AG | Annual Report 2017180 Statement of financial position Employees in Germany paid a total of €3.5  million (2016: The change in the present value of the defined benefit obligation €2.9 million) into the KION pension plan in 2017. (DBO) is shown in > TABLE 079. In 2017, employer contributions in the United Kingdom, which amounted to €3.9 million, included one-off payments of The DBO in the other countries was predominantly attributable €3.6 million (2016: €4.2 million) into pension funds on the basis to subsidiaries in Switzerland (2017: €50.2 million; 2016: €53.7 mil- of contractual agreements. In Germany, one-off payments of lion) and the Netherlands (2017: €35.7 million; 2016: €36.2 million). €0.5 million (2016: €0.4 million) were also made to a German CTA The change in the fair value of plan assets is shown in for the other members of the KION GROUP AG Executive Board. > TABLE 080. Changes in defined benefit obligation TABLE 079 Germany UK USA Other Total in € million 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 974.7 829.7 448.5 440.5 218.1 0.4 127.8 123.6 1,769.1 1,394.2 0.5 – 38.3 – – – 214.8 – – – 17.4 – 62.7 – 28.2 10.9 – 4.6 – 0.1 – 0.1 2.0 0.7 3.9 1.9 1.0 0.5 255.1 – 50.2 – 51.1 40.6 – 0.1 38.1 4.5 35.3 – 0.1 37.1 4.0 – 1.1 – 17.9 – 13.9 – 5.9 – 28.3 – 27.9 – – 0.4 – 0.2 4.0 1.4 1.0 – 1.9 – 2.7 0.1 35.5 30.4 – 18.0 3.5 – 19.4 2.9 – 15.6 – 12.8 1.0 – 0.9 – 10.9 14.5 – – – – – 1.2 – 0.5 – 2.3 – 16.6 – 18.5 – 0.2 – 0.1 – 7.7 – – 0.4 – 7.7 – 5.0 14.2 1.2 0.1 – 1.3 – – – 1.2 – – – 8.1 – 0.0 – – changes in demographic assumptions – – – 0.4 changes in financial assumptions – 11.8 80.4 experience adjustments – 1.7 – 11.1 2.8 0.1 83.3 – 9.5 – 0.0 – 0.7 – 0.7 5.2 4.6 4.5 – 0.7 160.7 0.0 – 2.6 – 0.5 – 23.2 Present value of defined benefit obligation as at 31/12/ 1,001.4 974.7 428.9 448.5 210.0 218.1 124.2 127.8 1,764.4 1,769.1 thereof unfunded thereof funded 436.9 427.7 0.0 0.0 7.3 7.9 564.5 547.0 428.9 448.5 202.6 210.3 37.6 86.6 37.7 481.8 472.6 90.2 1,282.6 1,296.5 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 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 181 Changes in plan assets TABLE 080 Germany UK USA Other Total in € million 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Fair value of plan assets as at 01/01/ 86.3 79.8 455.7 467.2 167.0 – 81.4 79.4 790.4 626.4 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/ – – 1.6 3.5 0.9 – 1.2 – 0.1 2.9 93.8 – – 1.9 2.9 0.9 – – – 156.0 – 17.9 – 65.7 – 21.9 11.1 15.5 – 3.9 – 4.3 5.6 – 3.9 8.3 1.0 – 0.0 – – 3.9 0.8 1.0 1.3 – 0.6 1.1 1.0 1.3 – 156.0 – 43.6 – 56.7 19.1 4.5 10.0 19.5 4.0 6.6 – 2.3 – 16.6 – 18.5 – 7.7 – 1.2 – 2.7 – 5.9 – 28.3 – 27.9 – 0.1 – – – 3.1 12.4 52.8 18.0 – 2.9 – 0.6 – 4.0 – 0.1 33.9 – 0.1 62.8 86.3 448.7 455.7 165.0 167.0 78.4 81.4 785.9 790.4 The payments expected for 2018 amount to €26.1 million (2017: The reconciliation of funded status and net defined benefit €28.5 million), which includes expected employer contributions of obligation to the amounts reported in the consolidated statement €6.8  million to plan assets (2017: €10.1  million) and expected of financial position as at 31 December is shown in > TABLE 081. direct payments of pension benefits amounting to €19.3  million (2017: €18.4 million) that are not covered by corresponding reim- bursements from plan assets. The expected employer contributions for 2018 include payments of €5.1 million for one plan in the US. KION GROUP AG | Annual Report 2017182 Funded status and net defined benefit obligation TABLE 081 in € million 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 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 – 564.5 – 547.0 – 428.9 – 448.5 – 202.6 – 210.3 – 86.6 – 90.2 – 1,282.6 – 1,295.9 93.8 86.3 448.7 455.7 165.0 167.0 – 470.7 – 460.7 19.8 7.3 – 37.6 – 43.3 78.4 – 8.1 81.4 785.9 790.4 – 8.7 – 496.7 – 505.5 – 436.9 – 427.7 – 0.0 – 0.0 – 7.3 – 7.9 – 37.6 – 37.7 – 481.8 – 473.2 – 907.5 – 888.3 19.8 7.3 – 45.0 – 51.2 – 45.8 – 46.4 – 978.5 – 978.7 “retirement benefit obligation“ – 907.5 – 888.3 Reported as “Other non-current assets“ – – – 4.4 24.2 – 5.0 – 45.0 – 51.2 – 45.8 – 46.4 – 1,002.7 – 991.0 12.3 – – – – 24.2 12.3 Overall, the funding ratio (ratio of plan assets to the present The changes in the retirement benefit obligations reported in value of the defined benefit obligation) in the KION  Group was the statement of financial position are shown in > TABLE 082. 44.5 per cent (2016: 44.7 per cent). Changes in retirement benefit obligation TABLE 082 in € million Balance as at 01/01/ Group changes Exchange differences Total service cost Net interest expense Germany UK USA Other Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 888.3 749.9 0.5 38.3 5.0 – 3.6 – – 58.8 51.2 0.4 46.4 44.3 991.0 798.0 – 35.5 16.5 – – 0.2 – 0.6 – 6.3 30.4 17.4 0.0 0.1 0.0 0.1 2.5 0.1 0.4 – – 0.0 – 0.1 2.1 – 0.4 – 3.9 – 2.4 – 11.0 45.0 51.2 – – 0.8 3.9 0.6 – 1.9 – 1.3 0.1 – 1.3 45.8 2.0 0.1 3.8 0.8 0.5 – 7.3 39.5 19.3 99.1 2.1 34.3 18.7 – 1.1 – 17.9 – 13.9 – 1.3 – – 6.4 – 0.3 – 2.1 – 15.6 – 2.5 – 0.2 55.3 46.4 1,002.7 991.0 Pension benefits directly paid by company Employer contributions to plan assets Liability transfer out to third parties Remeasurements Balance as at 31/12/ – 15.6 – 12.8 – – – 0.9 – 0.4 – 16.4 – 0.9 – 0.2 66.2 907.5 888.3 – 0.3 – 0.3 – – 0.3 4.4 – 2.2 5.0 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 183 Statement of cash flows The service cost is the new pension entitlement arising in the financial year and is recognised in the income statement. It is cal- In the case of obligations not covered by external assets, pay- culated as the present value of that proportion of the expected ments to beneficiaries are made directly by the Company and defined benefit obligation when the pension is paid attributable to therefore have an impact on cash flow from operating activities. If the year under review on the basis of the maximum length of ser- the benefit obligations are backed by external assets, the pay- vice achievable by each employee. ments are made from existing plan assets and have no effect on Past service cost arises if there is a change to the pension the Company’s cash flow. Instead, any contributions made to the entitle ment and it is recognised immediately in full. external pension fund by the Company result in a cash outflow for The net interest expense / income, which is calculated by multi- operating activities. plying the net liability (present value of the defined benefit obligation During the reporting year, pension benefits of €46.2 million minus plan assets) or the net assets (if the plan assets exceed the (2016: €41.8 million) were paid in connection with the main pen- present value of the defined benefit obligation) at the start of the year sion entitlements in the KION  Group, of which €17.9  million by the discount rate, is also recognised in the income statement. (2016: €13.9  million) was paid directly by the Company and The breakdown of the net cost of the defined benefit obliga- €28.3  million (2016: €27.9  million) was paid from plan assets. tion (expenses less income) recognised in the income statement Cash contributions to plan assets in 2017 amounted to €10.0 mil- for 2017 is shown in > TABLE 083. lion (2016: €6.6 million). Furthermore, pension benefit payments totalling €0.3  million (2016: €0.1  million) were transferred to external pension funds. Income statement In accordance with IAS 19, actuarial computations are performed for benefit obligations in order to determine the amount to be expensed in each period in accordance with fixed rules. The expenses recognised in the income statement for pensions and similar obligations consist of a number of components that must be calculated and disclosed separately. KION GROUP AG | Annual Report 2017184 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 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 35.5 30.4 1.0 – 1.0 0.9 – 0.9 10.9 14.5 0.1 – 0.1 7.7 0.1 4.0 3.9 – – 0.1 – 0.1 0.1 1.3 3.9 1.4 3.8 1.9 40.6 – 0.1 40.5 38.1 35.3 – 0.1 35.1 37.1 – 30.4 19.4 – 1.9 – 11.1 – 15.5 – 5.6 – 1.0 – 0.8 – 1.1 – 19.1 – 19.5 17.4 47.9 – 0.2 0.8 – 1.0 – 0.1 2.1 2.2 0.4 0.5 0.6 4.5 0.8 4.6 18.9 59.5 17.6 52.7 – 35.5 18.0 – 1.6 16.5 52.0 The KION  Group’s net financial income/expenses includes a net Other comprehensive income (loss) interest expense of €18.9 million (2016: €17.6 million). All other com- ponents of pension expenses are recognised under functional costs. The breakdown of the remeasurement of the defined benefit obli- The actual total return on plan assets in 2017 was €53.1 mil- gation recognised in the statement of comprehensive income in lion (2016: €82.3 million). 2017 is presented in > TABLE 084. Accumulated other comprehensive income (loss) TABLE 084 Germany UK USA Other Total in € million 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Accumulated other comprehensive income / loss as at 01/01/ – 350.4 – 284.2 – 57.1 – 42.8 Exchange differences – – 2.1 6.7 11.6 – 1.3 – – 26.0 – 28.0 – 421.9 – 355.0 0.6 0.7 – 0.1 1.5 7.1 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/ 13.5 – 69.3 – 2.5 – 73.7 – 20.4 8.2 0.8 – 1.9 – 8.7 – 136.8 2.9 3.1 12.4 52.8 18.0 2.9 0.6 4.0 33.9 62.8 – 334.0 – 350.4 – 45.1 – 57.1 7.9 11.6 – 24.0 – 26.0 – 395.1 – 421.9 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 185 The components of the remeasurements of the defined benefit Composition of plan assets obligations are listed in > TABLE 079. The gains and losses on the remeasurement of plan assets The plan assets of the main pension plans consist of the following are attributable entirely to experience adjustments. The changes components: > TABLE 085 in estimates relating to defined benefit pension entitlements resulted in an €18.7 million increase in equity as at 31 Decem- The plan assets do not include any real estate or other assets ber 2017 after deduction of deferred taxes (31 December 2016: used by the KION Group itself. decrease of €50.1 million). Fair value of plan assets in € million Shares 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 TABLE 085 Germany UK USA Other Total 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 26.7 28.8 6.7 – 31.6 93.8 9.0 – 9.0 24.7 26.4 5.9 – 29.3 86.3 9.0 – 9.0 53.8 87.8 362.9 361.5 – – – – 72.6 78.9 – – 77.9 74.5 – – 32.0 6.5 13.5 14.6 448.7 455.7 165.0 167.0 7.9 – 7.9 – – – – – – – – – 10.1 12.1 5.4 46.3 4.5 78.4 47.8 46.3 1.5 9.7 163.1 200.0 16.3 482.7 478.7 4.7 47.2 3.6 12.1 46.3 81.6 10.6 47.2 54.0 81.4 785.9 790.4 48.9 47.2 1.7 64.7 46.3 18.4 57.9 47.2 10.7 Sensitivity analysis The present value of the defined benefit obligation is based on the 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 bene- fit obligation would be as shown in > TABLE 086. KION GROUP AG | Annual Report 2017186 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 TABLE 086 2016 – 284.1 380.5 20.6 – 20.7 40.1 – 39.5 65.2 2017 – 279.7 373.1 18.7 – 18.7 42.2 – 40.2 61.7 The sensitivity analysis shown in > TABLE 086 is not representative Future pension benefit payments of an actual change in the present value of the defined benefit obligation because variations in the significant assumptions are The pension benefit payments shown in > TABLE 087 are forecast unlikely to occur in isolation as, to some extent, the assumptions for the next ten years for the defined benefit pension entitlements are interrelated. Sensitivity is determined using the same methods in existence as at 31 December 2017. The expected pension ben- (projected unit credit method) as for the measurement of the efits break down into future benefits to be paid directly by the obligation recognised in the consolidated statement of financial employer (for 2018: €19.3 million) and future benefits to be paid position as at 31 December 2017. from existing plan assets (for 2018: €28.8 million). Expected payments for pension benefits in € million Germany 2018 2019 2020 2021 2022 2023 to 2027 18.4 19.1 20.5 22.0 24.2 145.3 UK 16.8 17.3 17.3 17.4 17.6 89.1 USA 9.2 9.0 9.6 10.1 10.5 56.1 Other 3.7 4.0 4.9 5.2 4.6 27.6 TABLE 087 Total 48.1 49.4 52.3 54.8 56.9 318.2 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 187 As at the reporting date, the average duration of the defined ben- The KION  Group also bears the full risk of possible future efit obligation, weighted on the basis of the present value of the pension adjustments resulting from changes in longevity and defined benefit obligation, was 22.2  years in Germany (2016: inflation. 22.7 years), 15.5 years in the United Kingdom (2016: 15.4 years), Payroll-based contributions to the KION pension plan made 14.1 years in the US (2016: 14.3 years) and 16.0 years in the other by employees in Germany are invested in fund units. If the actual countries (2016: 16.5 years). returns on these fund units fall below the rate of return of 3.0 per cent that has been guaranteed to participating employ- ees, the KION Group’s personnel expenses rise. Risks The funding ratio, the defined benefit obligation and the asso- ciated costs depend on the performance of financial markets. The return on plan assets is assumed to equal the discount rate, which is determined on the basis of the yield earned on AA-rated, [30] FINANCIAL LIABILITIES fixed-interest senior corporate bonds. If the actual return on plan The financial liabilities reported by the KION  Group as at assets falls below the discount rates applied, the net obligation 31 December 2017 essentially comprised interest-bearing liabili- arising out of the pension plans increases. The amount of the net ties to banks and a promissory note. The liabilities to banks were obligation is also particularly affected by the discount rates, and predominantly attributable to the loan for the financing of the the current low level of interest rates – especially in the eurozone – Dematic acquisition and liabilities under the syndicated loan is resulting in a comparatively large net obligation. agreement. The plan assets are predominantly invested in corporate >  TABLE 088 shows the contractual maturity structure of the bonds and inflation-linked UK government bonds, particularly in financial liabilities. the United Kingdom. The market risk attaching to plan assets  – above all in the case of equities – is mitigated by defining an invest- ment strategy and investment guidelines and constantly monitor- ing the assets’ performance. Moreover, a downward trend in financial markets could have a significant effect on minimum funding requirements, some of which apply outside Germany. KION GROUP AG | Annual Report 2017188 Maturity structure of financial liabilities in € million Liabilities to banks due within one year due in one to five years due in more than five years Promissory note 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 TABLE 088 2016 3,175.8 287.1 2,888.6 – – – – – 7.2 6.8 0.4 – 2017 1,253.7 236.5 1,017.2 – 1,007.3 – 744.0 263.3 7.7 7.4 0.3 – 243.9 2,024.8 293.9 2,889.1 Liabilities to banks facility, which includes other loan liabilities and contingent liabili- ties. The drawdowns under the revolving credit facility have been Senior facilities agreement classified as short term. KION GROUP  AG signed a syndicated loan agreement (senior facilities agreement, SFA) of originally €1,500.0  million with a Acquisition facilities agreement syndicate of international banks on 28 October 2015. The SFA On 4 July 2016, KION GROUP AG reached agreement with a comprised a revolving credit facility of €1,150.0  million and a group of banks on a bridge loan to finance the acquisition of fixed-term tranche of €350.0  million. The fixed-term tranche of Dematic (acquisition facilities agreement, AFA), originally in an €350.0 million, which had a variable interest rate and was due to amount of €3,000.0 million. This bridge loan was refinanced by mature in February 2019, was repaid in full ahead of schedule in means of two corporate actions in 2017, which means that the 2017. As a result of the early repayment, deferred borrowing costs liabilities under the AFA as at 31 December 2017 consisted solely of €0.9 million were recognised under financial expenses. of a floating-rate loan of €1,000.0 million that is due to mature in On the reporting date, the SFA consisted solely of the October 2021. revolving credit facility, which has a variable interest rate and will The amount drawn down under the AFA as at 31 December mature in February 2022. As at 31 December 2017, an amount of 2016 was €2,543.2 million and was divided into three variable-rate €184.7  million had been drawn down from the revolving credit tranches repayable as bullet payments on maturity: tranche A2 of Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 189 €343.2  million, tranche B of €1,200.0  million and the loan of each tranche on initial recognition and will be expensed over €1,000.0  million. Tranche A2 and tranche B of the AFA were subsequent periods. repaid in full in 2017. The funds for the repayment were provided The KION Group entered into a number of interest-rate by the promissory note issued in the first quarter of 2017 with a derivatives in order to hedge the interest-rate risk resulting from nominal amount totalling €1,010.0 million and the capital increase the floating-rate tranches of the promissory note. The interest-rate carried out in May 2017, which generated gross proceeds of derivatives are accounted for as cash flow hedges (see also €602.9  million (see also note [28]). In connection with the early note [40]). repayment of these tranches, previously deferred borrowing The SFA, AFA and promissory note are not collateralised. costs of €2.5 million were recognised under financial expenses. KION GROUP AG has issued guarantees to the banks for all of the payment obligations under the SFA and AFA. Promissory note Changes in net financial debt The promissory note issued in 2017 in an amount of €1,010.0 mil- lion is divided into three tranches with different maturities and The KION Group uses its net financial debt as a key internal figure floating-rate or fixed coupons: a tranche of €746.0 million maturing for analysing the changes in its financial liabilities. Net financial in May 2022, a tranche of €236.5 million maturing in April 2024 debt is defined as the difference between financial liabilities and and a tranche of €27.5 million maturing in April 2027. Issuance of cash and cash equivalents. the promissory note resulted in directly attributable transaction The breakdown of the KION Group’s net financial debt as at costs of €3.1 million. These were deducted from the fair value of 31 December 2017 is shown in > TABLE 089. Net financial debt in € million Liabilities to banks (gross) Promissory note (gross) Other financial liabilities to non-banks ./. Capitalised borrowing costs Financial liabilities ./. Cash and cash equivalents Net financial debt TABLE 089 2016 3,188.6 – 7.2 – 12.9 3,183.0 – 279.6 2,903.4 2017 1,259.6 1,010.0 7.7 – 8.6 2,268.7 – 173.2 2,095.5 KION GROUP AG | Annual Report 2017190 > TABLE 090 gives details of the changes in financial liabilities and lists the applicable terms and conditions. Credit terms TABLE 090 Interest rate Notional amount Maturity in € million Multicurrency Revolving Credit Facility (SFA) Term Loan Facility B (SFA) Bridge Loan Facility A2 (AFA) Bridge Loan Facility B (AFA) Term Loan Facility (AFA) Promissory note (5 years term) Promissory note (7 years term) Promissory note (10 years term) Other liabilities to banks Other financial liabilities to non-banks ./. Capitalised borrowing costs Total financial liabilities EURIBOR + Margin EURIBOR + Margin EURIBOR + Margin EURIBOR + Margin 2017 178.0 – – – EURIBOR + Margin 1,000.0 EURIBOR + Margin / fixed rate EURIBOR + Margin / fixed rate EURIBOR + Margin / fixed rate Various currencies and interest terms 746.0 236.5 27.5 81.6 7.7 – 8.6 2,268.7 2016 212.1 350.0 343.2 1,200.0 1,000.0 – – – 83.3 7.2 – 12.9 3,183.0 2022 2019 2018 2018 2021 2022 2024 2027 Covenants liabilities to EBITDA). Non-compliance with the covenants or with the defined maximum level of leverage as at a particular reporting Among other stipulations, the contractual terms of the SFA, AFA date may potentially give lenders a right of termination or lead to and promissory note set out certain covenants. In addition, there an increase in interest payments. is a financial covenant that involves ongoing testing of adherence All covenants were complied with in the past financial year, as to a defined maximum level of leverage (the ratio of financial had been the case in 2016. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 191 [31] LEASE LIABILITIES Whereas lease liabilities stood at €1,131.1  million (31 Decem- ber 2016: €1,007.2 million), lease receivables arising from sale and leaseback transactions amounted to €739.1  million (31  Decem- ber  2016: €663.4  million) and leased assets under sale and Lease liabilities relate solely to finance lease obligations arising leaseback transactions totalled €420.8 million (31 December 2016: from sale and leaseback transactions for the funding of long-term €367.5 million). leases with end customers. The amounts recognised as lease liabilities (the present value of future minimum lease payments) are based on the following data: > TABLE 091 Future minimum lease payments in € million Total future minimum lease payments (gross) due within one year due in one to five years due in more than five years TABLE 091 2016 1,084.2 315.4 737.6 31.2 2017 1,203.9 363.1 806.1 34.7 Present value of future minimum lease payments 1,131.1 1,007.2 due within one year due in one to five years due in more than five years 332.9 764.3 33.9 285.2 691.9 30.1 Interest included in future minimum lease payments 72.8 77.0 KION GROUP AG | Annual Report 2017192 [32] OTHER PROVISIONS Other provisions relate to the following items: > TABLE 092 Other provisions TABLE 092 in € million Balance as at 01/01/2017 thereof non-current thereof current Group changes Additions Utilisations Reversals Additions to accrued interest Currency translation adjustments Other adjustments Balance as at 31/12/2017 thereof non-current thereof current Provisions for product warranties Provisions for personnel Other obligations Total other provisions 69.5 18.1 51.4 0.0 45.1 – 20.8 – 12.4 0.0 – 2.5 2.6 81.6 21.8 59.8 110.9 50.6 60.4 0.2 40.8 – 52.5 – 1.5 0.0 – 0.6 – 1.4 95.8 53.8 42.1 75.4 23.7 51.7 0.2 31.9 – 9.2 – 21.3 – 0.0 – 2.4 – 7.4 67.2 20.1 47.2 255.7 92.3 163.4 0.4 117.8 – 82.5 – 35.2 0.0 – 5.5 – 6.1 244.6 95.6 149.0 The provisions for product warranties include contractual and Other obligations comprise, among others, provisions for re- statutory obligations arising from the sale of industrial trucks, structuring, 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 cash payments will be incurred within the next two years social plans and termination benefits) came to €12.7 million as at after the reporting date. 31 December 2017 (31 December 2016: €28.5 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 partial retirement obligations are recognised on the basis of individual contractual arrangements and agreements under collective bargaining law. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 193 [33] TRADE PAYABLES [34] OTHER FINANCIAL LIABILITIES As at 31 December 2017, trade payables of €923.9  million Other financial liabilities comprise the following items: > TABLE 093 (31  December 2016: €802.2  million) included liabilities to non-consolidated subsidiaries of €6.0  million (31 December 2016: €4.7 million) and liabilities to equity-accounted investments and other equity investments of €17.7 million (31 December 2016: €15.0 million). Other financial liabilities TABLE 093 in € million Liabilities from finance leases Derivative financial instruments Sundry other financial liabilities Other non-current financial liabilities Liabilities from finance leases Liabilities for financial services Derivative financial instruments Liabilities from accrued interest Sundry other financial liabilities Other current financial liabilities 2017 382.3 1.9 23.6 407.8 159.1 85.7 3.3 14.5 34.1 296.7 2016 341.7 – 7.5 349.3 136.0 8.3 22.4 12.4 43.6 222.6 Total other financial liabilities 704.5 571.9 KION GROUP AG | Annual Report 2017194 The non-current derivative financial instruments consist of a The liabilities from finance leases comprise liabilities arising number of interest-rate derivatives that were entered into in order from the financing of industrial trucks for short-term rental of to hedge the interest-rate risk resulting from the floating-rate €493.8 million (31 December 2016: €440.0 million) and residual tranches of the promissory note. The current derivative financial value obligations of €18.2  million (31 December 2016: €16.7  mil- instruments include a call option of Weichai Power (Luxembourg) lion). The KION Group has also recognised other financial liabili- Holding S.à r.l., Luxembourg (‘Weichai Power’) on the 10 per cent ties amounting to €29.4 million (31 December 2016: €21.0 million) equity investment of the KION Group in Linde Hydraulics amount- arising from procurement leases classified as finance leases due ing to €0.0 million (31 December 2016: €0.3 million). to their terms and conditions. The liabilities for financial services relate to the funding of the The liabilities from finance leases are based on the following long-term leasing business. future minimum lease payments: > TABLE 094 Future minimum lease payments TABLE 094 in € million Total future minimum lease payments (gross) due within one year due in one to five years due in more than five years Present value of future minimum lease payments due within one year due in one to five years due in more than five years 2017 576.3 173.6 383.7 19.0 541.4 159.1 363.7 18.6 2016 514.2 150.3 350.6 13.3 477.7 136.0 329.0 12.8 Interest included in future minimum lease payments 34.8 36.5 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 195 [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 2016 202.8 202.8 74.9 256.5 44.7 92.7 72.6 300.7 842.1 2017 235.7 235.7 76.2 253.0 48.2 110.8 68.5 264.0 820.7 1,056.3 1,044.9 KION GROUP AG | Annual Report 2017196 [36] CONTINGENT LIABILITIES AND Litigation OTHER FINANCIAL COMMITMENTS Contingent liabilities 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 contingent liabilities include guarantees to external will be sufficient in each individual case. However, the KION Group parties. In addition, guarantees of €1.6 million related to contin- believes it is unlikely that these ongoing lawsuits will require funds gent liabilities assumed jointly with another shareholder of a joint to be utilised that exceed the provisions recognised. venture (31 December 2016: €1.9 million). > TABLE 096 Contingent liabilities in € million Liabilities on bills of exchange Liabilities on guarantees Total contingent liabilities TABLE 096 2016 4.3 86.2 90.5 2017 – 48.2 48.2 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated statement of financial position 197 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 2016: €1.3 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 Future minimum lease payments in € million Nominal future minimum lease payments (gross) due within one year due in one to five years due in more than five years TABLE 097 2016 362.7 58.5 30.0 15.4 466.6 TABLE 098 2016 362.7 85.5 169.4 107.8 2017 442.0 56.1 51.6 14.2 563.9 2017 442.0 96.1 192.8 153.0 KION GROUP AG | Annual Report 2017198 The future minimum lease payments relate to payments for leased partially offset by receipts under non-cancellable sub-leases buildings, machinery, office furniture and equipment (procure- amounting to €2.4 million (31 December 2016: €6.3 million). The ment leases) as well as payments for industrial trucks refinanced future payments also include obligations arising from the refi- with a sale and leaseback and sub-leased to end customers (sale nancing of industrial trucks for which there were no offsetting and leaseback sub-leases). > TABLE 099 receipts under short-term sub-leases as at the reporting date. The future minimum lease payments for sale and leaseback transactions not recognised in the statement of financial position amounting to €29.4 million (31 December 2016: €43.6 million) are Future minimum lease payments broken down into procurement leases & sale and leaseback sub-leases TABLE 099 in € million Future minimum lease payments (cash out) due within one year due in one to five years due in more than five years Future 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 2017 412.5 80.4 179.2 153.0 – – – – 2016 319.1 67.0 144.7 107.4 – – – – 2017 29.4 15.7 13.6 0.0 2.4 1.7 0.7 – 2016 43.6 18.5 24.8 0.4 6.3 2.2 4.1 0.0 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 199 Other disclosures Other disclosures [37] CONSOLIDATED STATEMENT OF CASH FLOWS Free cash flow – the sum of cash flow from operating activi- ties and investing activities – improved to €378.3 million in the reporting period (2016: minus €1,850.0  million). The prior-year figure had been influenced by acquisitions. The net cash used for financing activities was €472.5 million. The consolidated statement of cash flows shows the changes in In 2016, cash flow from financing activities had amounted to a cash and cash equivalents in the KION Group resulting from cash significant positive balance of €2,026.3 million, caused by the refi- inflows and outflows in the year under review, broken down into nancing of the acquisition of Dematic. The decline in the reporting cash flow from operating, investing and financing activities. The year is primarily due to the net repayment of financial debt in an effects on cash from changes in exchange rates are shown sep- amount of €914.7 million, which outweighed the inflows from the arately. Cash flow from operating activities is presented using the capital increase of €598.6 million. While financial debt taken on indirect method in which the earnings before interest and taxes during the year came to €2,425.3  million, repayments totalled for the year is adjusted for non-cash operating items. €3,340.0 million. Net cash of €50.6 million was also used for inter- The KION Group’s net cash provided by operating activities est payments (2016: net cash used of €68.3 million). The costs of totalled €615.8  million, which was significantly higher than the obtaining financing in the year under review amounted to €7.4 mil- prior-year figure (2016: €414.3 million). This increase was attribut- lion (2016: €23.2 million). The distribution of a dividend of €0.80 able to contributions from operating profit and other incoming per share (2016: €0.77 per share) resulted in a cash outflow of payments. The effect was amplified because, unlike in the prior €86.9 million (2016: €76.0 million), while the acquisition of 60,000 year, Dematic made contributions to operations for twelve months treasury shares required an outflow of €4.3  million. Additional in 2017. The higher net working capital, the rise in the volume of information for 2017 on the changes to liabilities arising from rentals and leasing, and higher tax payments were fully offset as financing activities can be found in > TABLE 100. a result. Furthermore, expenses of €63.1  million in connection with the Dematic transaction had been recognised and negatively impacted cash flow from operating activities at the end of 2016. Net cash used for investing activities amounted to €237.6 mil- lion (2016: net cash used of €2,264.3 million). The main influence on the prior-year figure was the net cash outflow of €2,091.1 mil- lion for the acquisition of Dematic. Smaller acquisitions were car- ried out in 2017, the total cash payments for which came to €13.3 million net. Cash payments for development (R&D) and for property, plant and equipment amounted to €218.3  million (2016: €166.7 million). KION GROUP AG | Annual Report 2017200 Reconciliation of liabilities arising from financing activities TABLE 100 in € million Non-current financial liabilities Current financial liabilities Liabilities from accrued interest Liabilities from procurement leases Total liabilities financial activities 01/01/2017 Cash flows 2,889.1 293.9 12.4 21.0 – 860.5 – 54.2 – 58.1 – 11.8 3,216.4 – 984.6 Non-cash changes Foreign exchange movement Other changes 31/12/2017 – 0.5 – 4.4 – 0.0 – 0.4 – 5.3 – 3.2 8.5 60.3 20.5 86.1 2,024.8 243.9 14.5 29.4 2,312.5 Partly due to negative currency effects of €12.2 million (2016: pos- The following tables show the measurement categories itive currency effects of €0.2  million), this resulted overall in a defined by IAS 39. In line with IFRS 7, the tables show the carrying decrease in cash and cash equivalents, which fell from €279.6 mil- amounts and fair values of financial assets and liabilities. Deriva- lion at the end of 2016 to €173.2 million as at 31 December 2017. tive financial instruments forming part of a documented hedge > TABLE 042 are not assigned to any of the IAS 39 measurement categories and are therefore not included in > TABLES 101 – 102. [38] INFORMATION ON FINANCIAL INSTRUMENTS The KION Group uses both primary and derivative financial instru- ments. The following section summarises the relevance of these financial instruments for the KION Group. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 201 Other disclosures Carrying amounts broken down by class and category 2017 TABLE 101 Classes in € million Financial assets Investments in non-consolidated subsidiaries and other investments Loans receivable Financial receivables Other financial investments Lease receivables ¹ 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 Promissory note Other financial liabilities to non-banks Lease liabilities ¹ Trade payables Other financial liabilities thereof non-derivative liabilities thereof liabilities from finance leases ¹ thereof derivative financial instruments 1 as defined by IAS 17 2 as defined by IAS 11 Carrying amount Categories FAHfT AfS LaR FLaC FLHfT Fair value 36.0 2.2 30.3 18.9 875.8 1,094.1 94.7 88.7 58.7 30.0 173.2 1,253.7 1,007.3 7.7 1,131.1 923.9 704.5 157.8 541.4 5.2 36.0 0.5 2.2 30.3 18.4 999.4 58.7 173.2 22.2 36.0 2.2 30.3 18.9 878.3 1,094.1 94.7 88.7 58.7 30.0 173.2 1,259.6 1,021.0 7.7 1,135.5 923.9 706.6 157.8 543.6 5.2 1,253.7 1,007.3 7.7 923.9 157.8 1.0 KION GROUP AG | Annual Report 2017202 Carrying amounts broken down by class and category 2016 TABLE 102 Classes in € million Financial assets Investments in 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 liabilities ¹ Trade payables Other financial liabilities thereof non-derivative liabilities thereof liabilities from finance leases ¹ thereof derivative financial instruments 1 as defined by IAS 17 2 as defined by IAS 11 Carrying amount Categories FAHfT AfS LaR FLaC FLHfT Fair value 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 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 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 203 Other disclosures The change in valuation allowances for trade receivables is As at the reporting date, the KION Group’s trade receivables presented in > TABLE 103. of €0.4  million (31 December 2016: €1.6  million) were actually The net gains and losses on financial instruments are broken offset by trade payables of the same amount. In addition, there down by IAS 39 category as shown in > TABLE 104. was a potential offsetting volume of €3.1  million in connection In 2017, the net gains and losses on available-for-sale financial with derivative financial instruments as at 31 December 2017 instruments included, for the first time, gains of €8.5 million arising (31 December 2016: €4.5 million). The potential offsetting volume on the measurement of the equity investment in Balyo SA. These essentially arose from netting arrangements in framework agree- gains were recognised in other comprehensive income (loss). ments governing derivatives trading that the KION Group had Gains and losses on financial instruments do not include gains / entered into with commercial banks. losses arising on hedging transactions that are part of a docu- mented hedge (see also note [40]). Change in valuation allowances in € million Valuation allowances as at 01/01/ Additions (cost of valuation allowances) Reversals Utilisations Currency translation adjustments Valuation allowances as at 31/12/ TABLE 103 2016 38.5 10.8 – 4.1 – 5.0 0.2 40.4 2017 40.4 20.6 – 6.3 – 2.4 – 1.2 51.1 Net gains and losses on financial instruments broken down by category TABLE 104 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) 2017 – 7.3 15.1 35.8 – 94.6 2016 3.2 6.2 – 17.6 – 57.1 KION GROUP AG | Annual Report 2017204 Fair value measurement Level 1 comprises the equity investment in Balyo SA as well as other financial assets for which the fair value is calculated using The majority of the cash and cash equivalents, financial receiv- prices quoted in an active market. ables, other non-derivative receivables and liabilities, trade Interest-rate swaps and currency forwards are classified as receivables and trade payables held by the Group have short Level 2. The fair value of derivative financial instruments is deter- remaining terms to maturity. The carrying amounts of these mined by the system using appropriate valuation methods on the financial instruments are roughly equal to their fair values. The basis of the observable market information at the reporting date. fair value of liabilities to banks and the promissory note corre- The default risk for the Group and for the counterparty is taken sponds to the present value of the outstanding payments, tak- into account on the basis of gross figures. The fair value of inter- ing account of the current interest-rate curve and the Group’s est-rate swaps is calculated as the present value of the future own default risk. This fair value, calculated for the purposes of cash flows. Both contractually agreed payments and forward disclosure in the notes to the financial statements, is classified interest rates are used to calculate the cash flows, which are then as Level 2 of the fair value hierarchy. discounted on the basis of a yield curve that is observable in the The fair value of lease receivables, lease liabilities and liabili- market. The fair value of the currency forwards is calculated by ties from finance leases corresponds to the present value of the the system using the discounting method based on forward rates net lease payments, taking account of the current market interest on the reporting date. rate for similar leases. The derivative financial liabilities allocated to Level 3 relate to The following tables show the assignment of fair values to the a call option of Weichai Power on the 10 per cent shareholding of individual classification levels as defined by IFRS 7 for financial the KION Group in Linde Hydraulics. The Black-Scholes model instruments measured at fair value. > TABLES 105 – 106 and probability-weighted scenario analysis were used to calcu- late the fair value of the call option. As at 31 December 2017, the fair value calculated for the call option on the shares in Linde Hydraulics came to minus €0.0 million (31 December 2016: minus Financial instruments measured at fair value TABLE 105 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 11.7 0.5 30.0 5.2 0.0 2017 42.1 11.7 0.5 30.0 5.2 5.2 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 205 Other disclosures Financial instruments measured at fair value TABLE 106 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 €0.3 million). Unrealised gains of €0.3 million in connection with If events or changes in circumstances make it necessary to the call option were recognised in net financial income / expenses reclassify financial instruments to a different level, they are reclas- in 2017 (2016: €0.3 million). As at the reporting date, a change in sified at the end of a reporting period. As had been the case in the fair value of the shares in Linde Hydraulics would not have had 2016, no financial instruments were transferred between Levels 1, any material effect on profit or loss as a consequence of the 2 or 3 in 2017. change in the fair value of the call option. In order to eliminate default risk to the greatest possible extent, the KION Group only enters into derivatives with invest- ment-grade counterparties. KION GROUP AG | Annual Report 2017206 [39] FINANCIAL RISK REPORTING Capital management Taking into account credit facilities that had not yet been uti- lised, the unrestricted cash and cash equivalents available to the KION Group as at 31 December 2017 amounted to €1,138.0 mil- lion (31 December 2016: €1,200.8 million). One of the prime objectives of capital management is to ensure Default risk liquidity at all times. Measures aimed at achieving these objec- tives include the optimisation of the capital structure, the reduc- In certain finance and operating activities, the KION Group is sub- tion of liabilities and ongoing Group cash flow planning and man- ject to credit risk, i.e. the risk that partners will fail to meet their agement. Close cooperation between local units and the Group contractual obligations. This risk is defined as the risk that a coun- head office ensures that the local legal and regulatory require- terparty will default, and hence is limited to a maximum of the car- ments faced by foreign Group companies are taken into account rying amount of the assets relating to the counterparty involved. in capital management. Default risk is limited by diversifying business partners based on Net financial debt – defined as the difference between finan- certain credit ratings. The Group only enters into transactions with cial liabilities and cash and cash equivalents – is the key perfor- business partners and banks holding a good credit rating and mance measure used in liquidity planning at Group level (see note subject to fixed limits. The potential default risk attaching to finan- [30]) and amounted to €2,095.5 million as at 31 December 2017 cial assets is also mitigated by secured forms of lending such as (31 December 2016: €2,903.4 million). reservation of title, credit insurance and guarantees, and potential The financial liabilities reported by the KION  Group as at netting agreements. Counterparty risks involving our customers 31 December 2017 consisted of liabilities under the syndicated are managed by the individual Group companies. Financial trans- loan agreement (SFA), liabilities under the loan for the financing of actions are only entered into with selected partners holding good the Dematic acquisition (AFA) and a promissory note. The SFA credit ratings. Investments in interest-bearing securities are limited comprises a variable-rate revolving credit facility of €1,150.0 mil- to securities with an investment-grade credit rating. lion maturing in February 2022. A fixed-term tranche originally > TABLE 107 shows the age structure of receivables as at the agreed under the SFA, which had a volume of €350.0 million and reporting date. was due to mature in February 2019, was repaid in full ahead of Specific valuation allowances for defaults are recognised to schedule in 2017 (see note [30]). reflect the risk arising from primary financial instruments. Valua- As at 31 December 2017, the drawdown under the AFA con- tion allowances are based on the credit risk associated with the sisted of a floating-rate bullet loan of €1,000.0 million maturing in receivables, the risk being assessed mainly using factors such as October 2021. A year earlier, the amount drawn down under the customer credit rating and failure to adhere to payment terms. AFA was €2,543.2  million and also included two variable-rate Some of the receivables that were overdue as at the report- tranches repayable as bullet payments on maturity that were ing date, but for which no valuation allowances had been recog- repaid in full ahead of schedule in 2017: tranche A2 of €343.2 mil- nised, were offset by corresponding trade payables. Apart from lion and tranche B of €1,200.0  million. The funds used for the this item, the Group did not hold any significant collateral. repayment came from two corporate actions carried out in 2017. In the first quarter of 2017, a promissory note with a nominal value totalling €1,010.0  million was issued. In May 2017, a capital increase was implemented that generated gross proceeds of €602.9 million (see also note [28]). Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 207 Other disclosures Age structure analysis of receivables TABLE 107 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 2017 2016 in € million Financial receivables Lease receivables Trade receivables Other non-derivative receivables in € million Financial receivables Lease receivables Trade receivables Other non-derivative receivables 30.3 875.8 1,094.1 58.7 21.3 731.5 998.9 50.3 30.3 875.8 870.8 55.9 21.3 731.5 764.0 46.6 – – 9.8 1.9 – – 67.2 0.6 – – 201.3 0.0 – – 153.7 0.0 – – 12.1 0.9 – – 14.0 3.1 Liquidity risk with a stable outlook in recognition of its improved financial profile, high level of profitability and stable free cash flow. In Based on the definitions in IFRS 7, a liquidity risk arises if an entity September 2017, rating agency Standard & Poor’s raised its is unable to meet its financial liabilities. The KION Group main- credit rating for the KION Group from BB+ with a stable outlook tains a liquidity reserve in the form of lines of credit and cash in to BB+ with a positive outlook. order to ensure financial flexibility and solvency. The age structure The following tables show all of the contractually agreed of financial liabilities is reviewed continually. In January 2017, the undiscounted payments under recognised financial liabilities as KION Group received an investment-grade rating for the first time. at 31 December 2017 and 2016, including derivative financial Fitch Ratings gave the Group a long-term issuer rating of BBB– instruments with negative fair values. > TABLES 108 – 109 KION GROUP AG | Annual Report 2017208 Liquidity analysis of financial liabilities and derivatives 2017 TABLE 108 in € million Primary financial liabilities Liabilities to banks Promissory note Other financial liabilities to non-banks Lease liabilities Trade payables Other financial liabilities Derivative financial liabilities Derivatives with negative fair value + Cash in – Cash out Carrying amount 2017 Cash flow 2018 Cash flow 2019 – 2022 Cash flow from 2023 1,253.7 1,007.3 7.7 1,131.1 923.9 699.3 5.2 – 267.1 – 1,083.2 – – 7.4 – 363.1 – 923.9 – 331.4 – 788.8 – 0.3 – 806.1 – – 383.7 – – 295.5 – – 34.7 – – 19.0 182.5 – 189.9 16.2 – 18.9 2.6 – 1.6 Liquidity analysis of financial liabilities and derivatives 2016 TABLE 109 in € million Primary financial liabilities Liabilities to banks Other financial liabilities to non-banks Lease liabilities Trade payables 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 1,007.2 802.2 549.4 22.1 – 293.1 – 6.8 – 315.4 – 802.2 – 222.1 – 3,026.5 – 0.4 – 737.6 – – 350.6 452.7 – 472.6 210.7 – 222.8 – – – 31.2 – – 13.3 – – Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 209 Other disclosures The calculation of future cash flows for derivative financial liabili- transactions and funding loans have matching maturities and by ties includes all currency forwards that have negative fair values constantly updating its liquidity planning. Long-term leases are as at the reporting date. primarily based on fixed-interest agreements. The credit facilities In 2017, the KION Group sold financial assets with a total provided by various banks and an effective dunning process value of €132.0 million (2016: €101.3 million) in factoring transac- ensure that the Group has sufficient liquidity. tions. In some cases, the KION Group retains insignificant rights In order to exclude currency risk, the KION Group generally and duties in connection with fully derecognised financial assets, funds its leasing business in the local currency used in each market. primarily the provision of limited reserves for defaults. The recog- Because of low default rates, counterparty risk has not been nised assets that serve as reserves for defaults and are reported significant to date in the Group. The KION Group has not identi- under other current financial assets stood at €2.6  million as at fied any material changes between 2016 and 2017. The Group 31 December 2017 (31 December 2016: €1.4 million). The short also mitigates any losses from defaults by its receipt of the pro- residual maturity of these financial assets means their carrying ceeds from the sale of repossessed trucks. In addition, receiva- amount was almost the same as their fair value. The maximum bles management has been improved by enhancing the dunning downside risk arising on the transferred and fully derecognised process. The credit portfolio management system was updated financial assets amounted to €16.2 million as at 31 December 2017 during 2017. Besides the design of the business processes, it (31 December 2016: €7.4 million). also encompassed the risk management and control processes. Risks arising from financial services Moreover, the KION Group offers the majority of financial ser- vices indirectly via selected financing partners that bear the risks of the finance transaction. As far as these financial services are concerned, the KION Group bore the counterparty risk in under The leasing activities of the Industrial Trucks & Services segment 3 per cent of cases (2016: 3 per cent). mean that the KION Group may be exposed to residual value risks from the marketing of trucks that are returned by the lessee at the end of a long-term lease and subsequently sold or Currency risk re-leased. Residual values in the markets for used trucks are therefore constantly monitored and forecast. The KION Group In accordance with its treasury risk policy, the KION Group regularly assesses its aggregate risk position arising from finan- hedges exchange rate risks both locally at the level of the individual cial services. companies and centrally via KION GROUP AG using prescribed The risks identified are immediately taken into account by the hedging ratios. Company in the costing of new leases by recognising writedowns The main hedging instruments employed are foreign-cur- or valuation allowances and adjusting the residual values. rency forwards, provided that there are no country-specific Risk-mitigating factors include the demand for used trucks, which restrictions on their use. stabilises the residual values of the KION Group’s industrial In the Industrial Trucks & Services segment, hedges are trucks. The majority of the residual values have underlying remar- entered into at company level for highly probable future transac- keting agreements that transfer any residual-value risk to the leas- tions on the basis of rolling 15-month forecasts, as well as for firm ing company. This had a positive impact on the financial results in obligations not reported in the statement of financial position. 2017. Groupwide standards to ensure that residual values are cal- Currency risk arising from customer-specific construction contracts culated conservatively, combined with an IT system for residual- in the Supply Chain Solutions segment is hedged at individual value risk management, reduce risk and provide the basis on company level on a project basis. Some of these hedges are which to create the transparency required. classified as cash flow hedges for accounting purposes in The KION Group mitigates its liquidity risk and interest-rate accordance with IAS 39 (see note [40]). risk attaching to financial services by ensuring that most of its KION GROUP AG | Annual Report 2017210 The hedging that had still been in place in 2016 for the currency Significant currency risk arising from financial instruments is risk arising on translation of a foreign subsidiary’s financial state- measured using a currency sensitivity method. Currency risks ments into the Group’s reporting currency (net investment hedge) from financial instruments as defined by IFRS 7 are only included expired at the start of 2017 (see note [40]). in calculating currency sensitivity if the financial instruments are In addition, foreign-currency forwards are employed to hedge denominated in a currency other than the functional currency of the currency risks arising in the course of internal financing. the reporting entity concerned. This means that currency risks > TABLE 110 shows an overview of the foreign-currency forwards resulting from the translation of the separate financial statements entered into by the KION Group. of subsidiaries into the Group reporting currency, i.e. currency translation risks, are not included. Foreign-currency forwards Fair value Notional amount in € million Foreign-currency forwards (assets) Foreign-currency forwards (liabilities) Hedge accounting Held for trading Hedge accounting Held for trading 2017 7.8 22.1 2.3 1.0 2016 2.9 7.5 8.7 13.5 2017 224.8 502.1 100.3 95.3 TABLE 110 2016 83.1 552.7 279.3 384.4 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 211 Other disclosures Currency risk relevant to currency sensitivity in the KION – 10 per cent: fall in the value of the euro against the other curren- Group arises mainly in connection with derivative financial instru- cies of 10.0 per cent). ments, trade receivables and trade payables. It is assumed that the portfolio of financial instruments as at the reporting date is representative of the portfolio over the whole of the year. The sen- Interest-rate risk sitivity analysis for the relevant currencies is shown in > TABLE 111. The table shows the after-tax impact from changes in exchange Interest-rate risk within the KION Group is managed centrally. rates considered to be possible (+ 10  per  cent: increase in the The basis for decision-making includes sensitivity analyses of value of the euro against the other currencies of 10.0  per  cent; interest-rate risk positions in key currencies. Foreign-currency sensitivity TABLE 111 in € million GBP USD in € million GBP USD Net income Other comprehensive loss (income) + 10% – 10% + 10% – 10% 2017 2016 0.2 11.4 2.2 12.9 – 0.3 – 13.9 – 2.7 – 16.1 9.2 5.1 7.7 3.6 – 11.2 – 6.3 – 9.5 – 4.4 KION GROUP AG | Annual Report 2017212 Some of the Group’s financing takes the form of floating-rate currencies. Foreign-currency forwards with settlement dates in financial liabilities. Interest-rate swaps were entered into in 2017 in the same month as the expected cash flows from the Group’s order to hedge the resultant interest-rate risk. > TABLE 112 pro- operating activities are used as hedges. vides an overview of the interest-rate derivatives used by the The effectiveness of the Group’s hedging transactions is KION Group. assessed on the basis of forward rates using the hypothetical A shift in the relevant yield curve of + / – 50 basis points (bps) derivative approach under the cumulative dollar-offset method. (2016: + / – 50 bps) was simulated to assess interest-rate risk. The The effective portion of the changes in the fair value of foreign- cumulative effect after tax resulted from variable-rate exposures currency forwards is recognised in accumulated other compre- and is shown in > TABLE 113. hensive income (loss) and only reversed when the corresponding [40] HEDGE ACCOUNTING Hedging currency risk hedged item is recognised in income. 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 recognised when goods are despatched or received. Until the corresponding payment is received, changes in the fair value of the derivative are recognised in the income statement such In accordance with its treasury risk policy, the KION Group that they largely offset the effect of the measurement of the applies cash flow hedge accounting in hedging the currency risks foreign-currency receivable or liability at the reporting date. arising from highly probable future transactions and firm obliga- The changes in fair value recognised and reclassified in other tions not reported in the statement of financial position in various comprehensive income in 2017 are shown in the consolidated Interest-rate swaps Fair value Notional amount in € million 2017 2016 Interest-rate swaps (assets) Interest-rate swaps (liabilities) Hedge accounting Held for trading Hedge accounting Held for trading – 0.1 1.9 – – – – – 2017 – 50.0 760.0 – TABLE 112 2016 – – – – Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 213 Other disclosures Interest-rate sensitivity TABLE 113 in € million Net income Other comprehensive loss (income) + 50 bps – 50 bps + 50 bps – 50 bps 2017 0.0 9.9 2017 – 1.2 – 4.9 2016 – 1.1 – 2016 – 0.9 – statement of comprehensive income. In matching transactions income statement until the foreign operation is sold. There were with the recognition of the hedged item, income from hedging no ineffective portions of the net investment hedge in 2017, as transactions amounting to €1.5  million (2016: €0.1  million) was had also been the case in 2016. The effectiveness of the Group’s reclassified to revenue, and an amount of €4.0  million (2016: hedging transaction was determined on the basis of forward €14.1 million) was reclassified to cost of sales. There were no sig- rates using the hypothetical derivative approach under the nificant ineffective portions in 2017, as had been the case in the cumulative dollar-offset method. In 2017, an expense of €0.7 mil- previous year. lion (2016: €3.2  million) arising in connection with the interest In total, foreign-currency cash flows of €325.2 million (2016: element of the foreign-currency forward was recognised under €362.4 million) were hedged and designated as hedged items, of financial expenses. which €306.7  million is expected by 31 December 2018 (2016: In 2016, the KION Group had made use of transaction-related €357.3  million expected by 31 December 2017). The remaining foreign-currency forwards to hedge currency risk in connection cash flows designated as hedged items fall due in the period up with the acquisition of Dematic. The notional amount of these cur- to 31 December 2019 (2016: 31 December 2018). rency forwards totalled €2.3 billion. Currency forwards with a total The hedging that had still been in place in 2016 for the cur- notional amount of €1.9 billion served to hedge the purchase price rency risk arising on translation of a foreign subsidiary’s financial obligation for the shares and were accounted for as cash flow statements into the Group’s reporting currency (net investment hedges. The resulting changes in exchange rates were included in hedge) expired at the start of 2017. Only the spot rate element of the reclassified changes in fair value under gains/losses on hedge the foreign-currency forward was designated as the hedging reserves and were recognised as a basis adjustment. instrument. In the reporting year, an unrealised loss of €0.2 million (2016: unrealised gain of €2.2 million) was recognised in other comprehensive income (loss) in connection with this hedging. This effective portion of the hedge recognised in other compre- hensive income (loss) is not reversed and recognised in the KION GROUP AG | Annual Report 2017214 Hedging of interest-rate risk [41] SEGMENT REPORT The KION Group uses cash flow hedge accounting in connection with the hedging of interest-rate risk. The KION Group issued a promissory note in 2017 as part The Executive Board, as the chief operating decision-maker of its financing. It hedged the interest-rate risk arising on the (CODM), manages the KION Group on the basis of the following variable-rate tranches of the promissory note by entering into a segments: Industrial Trucks & Services, Supply Chain Solutions number of interest-rate swaps, thereby transforming the variable and Corporate Services. Segment reporting therefore takes into interest-rate exposure into fixed-rate obligations. account the organisational and strategic focus of the KION Group. The effectiveness of the Group’s hedging transactions is assessed using the hypothetical derivative approach under the cumulative dollar-offset method. In 2017, the effective portion of Description of the segments the changes in fair value of the interest-rate swaps resulted in an unrealised loss of €1.3 million, which was recognised – after tak- Industrial Trucks & Services ing deferred taxes into account – in other comprehensive income So that it can fully cater to the needs of material handling cus- (loss). There were no ineffective portions. tomers worldwide, the business model of the Industrial Trucks & In total, variable cash flows of €12.9 million were hedged and Services segment covers key steps of the value chain: product designated as hedged items, of which €10.2  million relates to development, manufacturing, sales and service, truck rental cash flows that are expected in 2019 to 2022. The remaining cash and used trucks, fleet management and financial services that flows of €2.6 million are likely to materialise from 2023 onwards. support the core industrial truck business. The segment oper- The KION Group did not have any interest-rate hedges in 2016. ates a multi-brand strategy involving the three international brands Linde, STILL and Baoli plus the national brands Fenwick, OM STILL and OM Voltas. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 215 Other disclosures Supply Chain Solutions Segment management The Supply Chain Solutions segment, with its Dematic Operat- ing Unit, is a strategic partner to customers in a variety of indus- The KPIs used to manage the segments are order intake, tries, supplying them with integrated technology and software revenue and adjusted EBIT. Segment reporting therefore includes solutions with which to optimise their supply chains. Manual and a reconciliation of externally reported consolidated earnings automated solutions are provided for all functions along cus- before interest and tax (EBIT) – including effects from purchase tomers’ supply chains, from goods inward and multishuttle price allocations and non-recurring items – to the adjusted EBIT warehouse systems to picking and value-added packing. This for the segments (‘adjusted EBIT’). Intra-group transactions are segment is primarily involved in customer-specific, longer-term generally conducted on an arm’s-length basis. Segment reports project business operated under the leadership of the Dematic are prepared in accordance with the same accounting policies as brand name. With global resources, ten production facilities the consolidated financial statements, as described in note [7]. worldwide and regional teams of experts, Dematic is able to >  TABLES 114 – 115 show information on the KION Group’s plan and deliver logistics solutions with varying degrees of com- operating segments for 2017 and 2016. plexity anywhere in the world. Corporate Services The Corporate Services segment comprises the other activities of the holding and service companies in the KION Group. The service companies provide services for all segments in the KION Group. The bulk of the total revenue in this segment is gen- erated by internal IT and logistics services. KION GROUP AG | Annual Report 2017216 Segment report 2017 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 expenditure ¹ Amortisation and depreciation ² Order intake Number of employees ³ Industrial Trucks & Services Supply Chain Solutions Corporate Services Consolidation / Reconciliation 5,626.9 4.0 5,630.9 592.3 48.1 – 93.4 – 45.3 637.6 1.7 0.9 640.1 8,117.1 5,240.4 80.3 13.6 153.7 113.3 5,859.5 24,090 2,001.8 4.5 2,006.3 – 21.9 66.8 – 64.8 2.0 – 23.8 29.9 175.3 181.4 4,690.1 1,970.3 0.0 0.0 47.0 191.3 2,099.2 6,820 24.8 241.8 266.6 485.6 49.3 – 86.0 – 36.6 522.2 8.5 0.0 530.7 1,787.8 4,243.7 0.0 0.0 17.5 15.4 266.6 698 – – 250.3 – 250.3 – 587.7 – 32.0 30.8 – 1.1 – 586.5 0.0 – – 586.5 – 3,366.5 – 3,374.8 – – – – – 246.2 − 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 TABLE 114 Total 7,653.6 – 7,653.6 468.3 132.2 – 213.3 – 81.1 549.4 40.1 176.2 765.6 11,228.4 8,079.6 80.3 13.6 218.3 319.9 7,979.1 31,608 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 217 Other disclosures Segment report 2016 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 expenditure ¹ 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 4,700.9 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 5,144.9 2,550.3 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 5,910.7 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 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 TABLE 115 Total 5,587.2 − 5,587.2 339.2 88.9 – 184.5 – 95.7 434.8 42.2 60.4 537.3 11,297.0 8,801.3 72.7 6.5 166.7 191.4 5,833.1 30,544 KION GROUP AG | Annual Report 2017218 External revenue by region is presented in > TABLE 116. new plant in Monterrey, Mexico. They totalled €40.1  million in Revenue in Germany came to €1,423.1 million in 2017 (2016: 2017 (2016: €42.2 million). €1,321.1  million). There are no relationships with individual The effects from purchase price allocations comprised net customers that generate revenue deemed to be significant as a write-downs and other expenses in relation to the hidden reserves proportion of total consolidated revenue. and charges identified as part of the acquisition processes. Financial income and expenses including all interest income Capital expenditure includes additions to intangible assets and expenses are described in notes [12] and [13]. and property, plant and equipment. Leased assets are described The non-recurring items mainly comprised consultancy in note [18]. > TABLE 117 costs – in particular costs relating to the acquisition and integra- Capital expenditure in Germany came to €122.6  million in tion of Dematic – and, in the previous year, start-up costs for the 2017 (2016: €100.9 million). 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 116 2016 3,982.7 459.6 100.3 295.9 148.6 600.1 5,587.2 2017 4,627.8 537.9 152.9 1,266.5 163.1 905.5 7,653.6 Capital expenditures broken down by company location (excl. leased and rental assets) TABLE 117 in € million Western Europe Eastern Europe Middle East and Africa North America Central and South America Asia-Pacific Total capital expenditures 2017 162.8 6.6 0.6 31.6 3.5 13.3 2016 133.4 3.7 0.2 16.6 1.0 11.8 218.3 166.7 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 219 Other disclosures Depreciation/amortisation relates to intangible assets with finite useful lives and property, plant and equipment. The regional breakdown of non-current assets excluding financial assets, financial instruments, deferred tax assets and [42] EMPLOYEES post-employment benefits is shown in > TABLE 118. The KION Group employed an average of 31,064 full-time Non-current assets attributable to Germany amounted to equivalents (including trainees and apprentices) in the reporting €3,143.7  million as at 31 December 2017 (31 December 2016: year (2016: 24,957). The number of employees (with part-time staff €3,058.4 million). included on a pro rata basis) is shown by region in > TABLE 119. The KION Group employed an average of 541 trainees and apprentices in 2017 (2016: 536). 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) * Prior-year figures were adjusted due to retrospective changes of the purchase price allocation (PPA) for Dematic Employees (average) Germany France UK Italy Rest of Europe USA Asia Rest of world Total employees TABLE 118 2016 4,209.3 152.2 6.6 2,838.4 104.0 548.5 7,858.9 TABLE 119 2016 8,460 3,293 1,937 899 4,437 801 3,845 1,286 2017 4,369.6 200.7 6.5 2,380.0 90.7 519.6 7,567.0 2017 9,127 3,508 2,396 1,094 5,100 3,038 4,267 2,534 31,064 24,957 KION GROUP AG | Annual Report 2017220 [43] RELATED PARTY DISCLOSURES versa, is shown in >  TABLES  120 – 121 along with the associated receivables and liabilities as at the reporting date. The receivables include a loan that the KION Group has granted to Linde Hydrau- lics GmbH & Co. KG, Aschaffenburg. The commitment included In addition to the subsidiaries included in the consolidated finan- an amount of €9.3 million (31 December 2016: €5.3 million). This cial statements, the KION Group has direct or indirect business resulted in a loan receivable for the KION Group of €8.0 million as relationships with a number of non-consolidated subsidiaries, at 31 December 2017 (31 December 2016: €4.0 million); it has a joint ventures and associates in the course of its ordinary busi- variable interest rate. No valuation allowances for trade receiva- ness activities. bles had been recognised as at the reporting date, a situation that The related parties that are solely or jointly controlled by the was unchanged on the end of 2016. KION Group or over which significant influence can be exercised The members of the Executive Board and Supervisory Board are included in the list of shareholdings as at 31 December 2017 of KION GROUP AG are also related parties. Details of the remu- (see note [47]). neration of the Executive Board and Supervisory Board can be Another related party is Weichai Power Co. Ltd., Weifang, found in note [45]. China, which indirectly holds a 43.3  per  cent stake in KION In its consolidated financial statements, which are published GROUP AG. Since 2017, it has therefore had a majority at the on the website of the Hong Kong Stock Exchange, Weichai Annual General Meeting and can exercise control over the KION Power Co. Ltd. states that its highest-level parent company is Group. In the context of the capital increase in May 2017, Weichai Shandong Heavy Industry Group Co., Ltd., Jinan, People’s Power (Luxembourg) Holding S.à r.l., Luxembourg (‘Weichai Republic of China, which itself is owned by Shandong Province Power’), acquired 4,023,275 of the new shares in line with its and thus the People’s Republic of China. The exemption for gov- stake in KION GROUP AG, which remained unchanged at ernment-related entities were applied. There were no transac- 43.3 per cent. The distribution of a dividend of €0.80 per share to tions that were significant, either individually or taken together, the shareholders of Weichai Power resulted in an outflow of funds between the KION Group and companies with which the KION from KION GROUP AG of €37.7 million. Group is closely associated solely because of its relationship with The revenue that the KION Group generated in 2017 and Shandong Heavy Industry Group Co., Ltd. 2016 from selling goods and services to related parties, and vice Related party disclosures 2017 in € million Non-consolidated subsidiaries Associates (equity-accounted) Joint ventures (equity-accounted) Other related parties * Total Receivables Liabilities Sales of goods and services 28.7 25.1 1.5 10.9 66.2 15.7 11.2 60.1 2.7 89.7 31.1 158.1 56.8 23.5 269.4 TABLE 120 Purchases of goods and services 21.7 126.4 83.2 7.7 239.0 * ‘Other related parties’ include, among others, transactions with Weichai Power and its affiliated companies Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 221 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 TABLE 121 Purchases of goods and services 19.7 121.1 77.4 18.2 236.5 * ‘Other related parties’ include, among others, transactions with Weichai Power and its affiliated companies [44] VARIABLE REMUNERATION KEEP employee equity programme The KEEP programme is a share matching plan. Participating employees acquire KION shares for their own investment pur- poses. Each set of three KION shares represents a share pack- age. Once the three-year holding period has expired, employees are entitled to one free matching share (bonus share) for each share package. However, KION GROUP AG has the right to sat- On 1 November 2017, the Executive Board of KION GROUP AG isfy each programme participant’s entitlement by paying a cash decided to launch a further share option programme for employ- settlement instead of granting a bonus share. For employees tak- ees (KEEP 2017) in the countries that had been included in the ing part for the first time, the KION Group offers a special incen- previous year. The period during which eligible employees could tive in the form of starter packages. Under KEEP 2017, the KION take up this offer by making a declaration of acceptance ran from Group will bear the cost of one KION share (free share) in each of 2 to 22 November 2017. To be eligible to participate in KEEP 2017, the first five share packages that an employee takes up. employees needed, at the start of the offer phase, to have had a The right to obtain a bonus share lapses if participants sell permanent, uninterrupted employment contract with a participat- their own investment in KION shares or cease to work for the ing KION Group company for at least one year. Currently, KION KION Group. The change in the number of bonus shares to be GROUP AG plus 17 German (2016: 14) and 60 foreign (2016: 53) granted is shown in > TABLE 122. subsidiaries are eligible to take part in KEEP. The Company is considering whether to extend the employee equity programme to other countries over the coming years. KION GROUP AG | Annual Report 2017222 Development of the granted bonus shares in units Balance as at 01/01/ Granted subscription rights Issued bonus shares Forfeited subscription rights Balance as at 31/12/ TABLE 122 2016 53,220 15,188 0 – 1,302 67,106 2017 67,106 12,098 – 27,363 – 1,675 50,166 In 2017, 2,545 free shares were issued to employees as part of In 2017, an expense totalling €0.9  million was recognised their starter packages (2016: 2,282 free shares). under functional costs for free shares and bonus shares in con- The free shares to be issued are measured at their fair value nection with the employee share option programme (2016: on the day on which employees obtain the right to acquire shares €0.7 million). Of this amount, €0.2 million related to KEEP 2017, as their own investment. The fair value on the grant date is deter- €0.2  million to KEEP  2016 (2016: €0.2  million), €0.3  million to mined on the basis of Monte Carlo simulation. The measurement KEEP  2015 (2016: €0.3  million) and €0.2  million to KEEP 2014 parameters used are shown in > TABLE 123. (2016: €0.2 million). For KEEP 2017, the fair value of a bonus share was €62.02 Each year, the Executive Board of KION GROUP AG decides (KEEP 2016: €52.51; KEEP 2015: €38.57). whether there will be an offer made under the share option pro- The fair value of the bonus shares to be granted is recognised gramme that year and which companies will participate. as an expense and paid into capital reserves over the three-year holding period. The holding period for KEEP 2014 ended on 1 October 2017 and the bonus shares were issued to the eligible employees at no cost. Significant measurement parameters for the KION GROUP AG Share Matching Programme TABLE 123 Measurement parameters Expected dividend Price of the KION share as at grant date KEEP 2017 KEEP 2016 KEEP 2015 €0.88 €64.62 €0.88 €55.02 €0.88 €41.01 Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 223 Other disclosures KION performance share plan (PSP) for managers this tranche (2016 tranche: 0.2  million phantom shares; 2015 tranche: 0.2 million phantom shares). The allocation was based on a particular percentage of each manager’s individual gross The 2017 tranche of the multiple-year variable remuneration annual remuneration at the time of grant. At the end of the perfor- component for the managers in the KION Group (LTI 2017) with a mance period, the number of the phantom shares is amended defined period (three years) was granted with effect from 1 Janu- depending on the degree to which the relevant targets are ary 2017. The remuneration component measured over the long achieved. The resulting final number of phantom shares multi- term is based in equal parts on the total shareholder return (TSR) plied by the smoothed price of KION GROUP AG shares at the of KION GROUP AG shares compared with the performance of end of the performance period determines the amount of cash the MDAX index (previously the STOXX Europe TMI Industrial actually paid. The KION Group has the right to adjust the amount Engineering index) as a measure of market performance, and payable at the end of the performance period in the event of with return on capital employed (ROCE) as an internal measure. It exceptional occurrences or developments. The maximum amount also depends on the performance of KION GROUP AG shares payable is limited to 200.0 per cent of the value of the shares during the relevant period. allotted to an individual at the grant date. The performance period for the 2017 tranche ends on The pro-rata expense calculation based on the fair value of 31 December 2019 (2016 tranche: 31 December 2018). The 2015 the phantom shares on each valuation date is carried out using tranche expired on 31 December 2017 and will be paid out in the Monte Carlo simulation. The measurement parameters shown second quarter of 2018. in >  TABLE 124 were used to value the phantom shares on the At the beginning of the performance period on 1 January 2017 reporting date. (2016 tranche: 1 January 2016; 2015 tranche: 1 January 2015), the managers were allocated a total of 0.2 million phantom shares for Significant measurement parameters of the PSP for Executive Employees TABLE 124 Measurement parameters Expected volatility of the KION share Expected volatility of the MDAX Index Expected volatility of the STOXX Europe TMI Industrial Engineering Index Risk-free interest rate Expected dividend KION share price at the valuation date Price of the MDAX Index at valuation date 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 MDAX Index (60-days average) Valuation date 31/12/2017 Tranche 2017 Tranche 2016 25.0% 15.0% – – 0.68% €0.88 €72.71 €26,193.74 – €53.85 €21,178.13 25.0% – 10.0% – 0.78% €0.88 €72.71 – €292.74 €43.54 – Initial value of the STOXX Europe TMI Industrial Engineering Index (60-days average) – €209.26 KION GROUP AG | Annual Report 2017224 Taking account of the remaining term of two years (2017 tranche) capital employed (ROCE) as an internal measure. It also depends and one year (2016 tranche), the historic volatility of KION shares on the performance of KION GROUP AG shares during the was used to determine the volatility on which the valuation is relevant period. based. As at 31 December 2017, the fair value of one phantom The performance period for the 2017 tranche ends on share was €67.18 for the 2016 tranche (31 December 2016: 31 December 2019 (2016 tranche: 31 December 2018). The 2015 €42.86) and €65.60 for the 2017 tranche. On that date, the total tranche expired on 31 December 2017 and will be paid out in fair value based on 0.2 million phantom shares was €11.7 million the spring of 2018. At the beginning of the performance period (2016 tranche; 31 December 2016: €7.7 million) and €11.6 million on 1 January 2017 (2016 tranche: 1 January 2016; 2015 tranche: (2017 tranche). The amount of €11.4 million that is expected to be 1 January 2015), the Executive Board members were allocated a paid out for the 2015 tranche (2016: €10.9  million for the 2014 total of 0.1 million phantom shares for this tranche (2016 tranche: tranche) is calculated on the basis of a preliminary total target 0.1  million phantom shares; 2015 tranche: 0.2  million phantom achievement rate. In April 2017, the first payment from the 2014 shares) on the basis of the starting price of KION shares (60-day tranche was made on the basis of the achievement of the long- average; previously the fair value at the time of grant). The shares term targets that were defined in 2014 at the start of the perfor- were allocated on the basis of an allocation value in euros spec- mance period. ified in each Executive Board member’s service contract. The total carrying amount for liabilities in connection with At the end of the performance period, the number of the share-based remuneration was €23.0 million as at 31 December phantom shares is amended depending on the degree to which 2017 (31 December 2016: €20.6 million). Of this amount, €11.4 mil- the relevant targets are achieved. The resulting final number of lion related to the 2015 tranche (31 December 2016: €7.1 million), phantom shares multiplied by the smoothed price of KION €7.8 million to the 2016 tranche (31 December 2016: €2.6 million) GROUP AG shares at the end of the performance period deter- and €3.9 million to the 2017 tranche. In 2016, there had also been mines the amount of cash actually paid. The Supervisory Board an amount of €10.9 million relating to the 2014 tranche. In 2017, a can also use a discretionary personal performance multiplier to pro-rata expense of €4.3  million in respect of the 2015 tranche adjust the final payment at the end of the performance period by (2016: €4.3 million), a pro-rata expense of €5.2 million for the 2016 +/– 30.0  per  cent. The maximum amount payable is limited to tranche (2016: €2.6 million) and a pro-rata expense of €3.9 million 200.0 per cent of the value of the shares allotted to an individual for the 2017 tranche were recognised for twelve months under at the grant date. The pro-rata expense calculation based on the fair value of the phantom shares on each valuation date is carried out using Monte Carlo simulation. The measurement parameters shown in >  TABLE 125 were used to value the phantom shares on the reporting date. functional costs. KION performance share plan (PSP) for the Executive Board The members of the Executive Board have been promised a multiple-year variable remuneration component in the form of a  performance share plan with a three-year term in each case. The remuneration component measured over the long term is based in equal parts on the total shareholder return (TSR) of KION GROUP AG shares compared with the performance of the MDAX index (previously the STOXX Europe TMI Industrial Engineering index) as a measure of market performance, and with return on Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 225 Other disclosures Significant measurement parameters of the KION GROUP AG Performance Share Plan TABLE 125 Measurement parameters Expected volatility of the KION share Expected volatility of the MDAX Index Expected volatility of the STOXX Europe TMI Industrial Engineering Index Risk-free interest rate Expected dividend Price of the KION share at valuation date Price of the MDAX Index at valuation date 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 MDAX Index (60-days average) Valuation date 31/12/2017 Tranche 2017 Tranche 2016 25.0% 15.0% – – 0.68% €0.88 €72.71 €26,193.74 – €53.85 €21,178.13 25.0% – 10.0% – 0.78% €0.88 €72.71 – €292.74 €43.54 – Initial value of the STOXX Europe TMI Industrial Engineering Index (60-days average) – €209.26 Taking account of the remaining term of two years (2017 tranche) The total carrying amount for liabilities in connection with and one year (2016 tranche), the historic volatility of KION shares share-based remuneration was €15.1 million as at 31 December was used to determine the volatility on which the valuation is 2017 (31 December 2016: €16.9 million). Of this amount, €9.5 mil- based. As at 31 December 2017, the fair value of one phantom lion related to the 2015 tranche (31 December 2016: €6.0 million), share was €65.13 for the 2016 tranche (31 December 2016: €4.0 million to the 2016 tranche (31 December 2016: €1.6 million) €42.19) and €65.60 for the 2017 tranche. On that date, the total and €1.6 million to the 2017 tranche. In 2016, there had also been fair value based on 0.1 million phantom shares was €5.2 million an amount of €9.3 million relating to the 2014 tranche. In 2017, a (2016 tranche; 31 December 2016: €4.4 million) and €4.2 million pro-rata expense of €3.6  million in respect of the 2015 tranche (2017 tranche). The amount of €9.5 million that is expected to be (2016: €3.8 million), a pro-rata expense of €2.3 million for the 2016 paid out for the 2015 tranche (2016: €9.3  million for the 2014 tranche (2016: €1.6 million) and a pro-rata expense of €1.6 million tranche) is calculated on the basis of a preliminary total target for the 2017 tranche were recognised for twelve months under achievement rate. In March 2017, a payment from the 2014 functional costs. tranche was made on the basis of the achievement of the long- term targets that were defined in 2014 at the start of the perfor- mance period. KION GROUP AG | Annual Report 2017226 [45] REMUNERATION OF THE EXECU- TIVE BOARD AND SUPERVISORY BOARD Executive Board Responsibilities An expense of €13.6  million was recognised for the total remuneration for members of the Executive Board in 2017 (2016: €15.5 million). This consisted of short-term remuneration amount- ing to €5.0 million (2016: €5.0 million), post-employment benefits totalling €1.1  million (2016: €1.0  million), termination benefits of €0.0  million (2016: €0.4  million) and share-based payments of €7.5  million (2016: €9.0  million). The short-term remuneration comprised non-performance-related components amounting to €3.1 million (2016: €2.6 million) and performance-related compo- Gordon Riske, Chief Executive Officer (CEO), is responsible for nents amounting to €1.9 million (2016: €2.4 million). The current the LMH EMEA and STILL EMEA Operating Units in the Industrial service cost resulting from pension provisions for the Executive Trucks & Services segment and the Dematic Operating Unit. He Board is reported under post-employment benefits. The long- also remains in charge of the following group functions: corporate term incentive components take the form of a performance share strategy, corporate communications, corporate office, internal plan (see also note [44]). audit and corporate compliance. In addition, he takes on respon- Under section 314 HGB, disclosure of the expense for share- sibility for the Digitalisation@KION initiative. based payments is not required. Rather, the payments must be Dr Eike Böhm, in his role as Chief Technology Officer (CTO), included in the Executive Board members’ remuneration for the has groupwide responsibility for research and development (R&D) year in which they are paid on the basis of the fair value at the indi- in the areas of industrial trucks and supply chain solutions includ- vidual grant dates. The fair value of the share-based payments at ing modules & components, for software development, procure- their individual grant dates, including tax equalisation, amounted ment and quality. to €3.9  million (2016: €4.8  million). Furthermore, disclosure of Ching Pong Quek, Chief Asia Pacific Officer, heads up the post-employment benefits (expense of €1.1 million; 2016: expense KION APAC Operating Unit and thus the entire Asia business of €1.0 million) and of termination benefits (expense of €0.0 million; within the Industrial Trucks & Services segment. 2016: expense of €0.4 million) is not required. On this basis, the Dr Thomas Toepfer is Chief Financial Officer (CFO) and his total remuneration of the members of the Executive Board pursu- responsibilities include corporate accounting & tax, financial ant to section 314 HGB came to €8.9 million (2016: €9.8 million). services, corporate finance, corporate controlling, corporate As in the previous year, no loans or advances were made to HR / Labour Relations Director, legal affairs, KION Group IT, data members of the Executive Board in 2017. The present value of the protection, health, safety & environment and logistics / Urban. He defined benefit obligation in respect of Executive Board members also took over responsibility from Mr Riske for the KION Americas as at 31 December 2017 was €8.3  million (31 December 2016: Operating Unit in the Industrial Trucks & Services segment. €7.5 million). Remuneration The total remuneration paid to former members of the Exec- utive Board in 2017 amounted to €0.3 million (2016: €0.2 million). The remuneration paid to the Executive Board comprises a fixed Defined benefit obligations to former members of the Executive salary and non-cash benefits, pension entitlements and perfor- Board or their surviving dependants amounting to €9.8 million mance-related components. The variable performance-related (31 December 2016: €9.8 million) were recognised in accordance components comprise an annually recurring component linked to with IAS 19. business performance and a multi-year performance-related Further details of Executive Board remuneration, including component in the form of the KION performance share plan for all the individual amounts for each member, can be found in the members of the Executive Board. The pension entitlements con- remuneration report on pages 43 to 56 of this annual report. sist of retirement, invalidity and surviving dependants’ benefits. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 227 Other disclosures Supervisory Board Dr Eike Böhm Member of the Executive Board / CTO The total remuneration paid to the members of the Supervisory Board for the performance of their tasks at the parent company Member of the Supervisory Board of e.GO Mobile AG, Aachen and subsidiaries in 2017 amounted to €1.4  million (2016: €1.2 million). There were no loans or advances to members of Ching Pong Quek the Supervisory Board in 2017. Furthermore, the members of Member of the Executive Board / Chief Asia Pacific Officer the Supervisory Board did not receive any remuneration or ben- efits for services provided as individuals, such as consulting or Member of the Board of KION South Asia Pte Ltd.,  brokerage activities. Singapore, Singapore Members of the Supervisory Board also received short-term President and CEO of KION Asia Ltd., employee benefits of €0.8  million for employee services (2016: Hong Kong, People’s Republic of China €0.8 million). [46] MEMBERS OF THE EXECUTIVE BOARD AND SUPERVISORY BOARD Executive Board Gordon Riske Chief Executive Officer (CEO) Chairman of KION Baoli Forklift Co., Ltd., Jiangsu, People’s Republic of China Member of the Board of Directors of KION India Pvte. Ltd., Pune, India 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 Dr Thomas Toepfer Member of the Executive Board / CFO Member of the Executive Board of KION Holding 2 GmbH, Wiesbaden (until 22 June 2017) Member of the Executive Board of KION Holding 2 GmbH, Chairman of the Supervisory Board of STILL GmbH, Hamburg Wiesbaden (until 22 June 2017) Chairman of the Supervisory Board of Linde Material Handling Chairman of the Board of Directors of Linde (China) GmbH, Aschaffenburg Forklift Truck Co., Ltd., Xiamen, People’s Republic of China Chairman of the Board of Directors of KION North America Chairman of the Board of Directors of Dematic NV (formerly Corp., Summerville, USA Egemin Group NV), Zwijndrecht, Belgium (until 15 May 2017) Member of the Board of Directors of Superlift UK Ltd., Non-Executive Director of Weichai Power Co., Ltd., Basingstoke, United Kingdom Weifang, People’s Republic of China Member of the Executive Board of the non-profit Hertie Foundation, Frankfurt am Main KION GROUP AG | Annual Report 2017228 Supervisory Board Dr Alexander Dibelius Dr John Feldmann Frankfurt am Main Chairman of the Supervisory Board Deputy Chairman of the Board of Directors of Breitling S.A., Managing Partner at CVC Capital Partners (Deutschland) GmbH, Grenchen, Switzerland Former member of the Board of Executive Directors of BASF SE, Member of the Board of Directors of CVC Capital Partners Ludwigshafen (Luxembourg) SARL, Luxembourg Member of the Supervisory Board of HORNBACH Baumarkt AG, Chairman of the Supervisory Board of Diebold Nixdorf AG, Bornheim Paderborn Member of the Supervisory Board of HORNBACH Holding AG & Chairman of the Supervisory Board of Diebold Nixdorf Interna- Co. KGaA, Neustadt an der Weinstrasse tional GmbH, Paderborn Member of the Supervisory Board of HORNBACH Management Member of the Board of Directors of Diebold Nixdorf Inc., Ohio, AG, Annweiler am Trifels USA Özcan Pancarci 1 Member of the Supervisory Board of Douglas GmbH, Düsseldorf Member of the Supervisory Board of Douglas Holding AG, Deputy Chairman of the Supervisory Board Düsseldorf Chairman of the Plants I and II Works Council, Linde Material Luxembourg Handling GmbH, Aschaffenburg Member of the Shareholders’ Committee of Tipico Group Ltd., Member of the Supervisory Board of Kirk Beauty Investments SA, Chairman of the Group Works Council of the KION Group Malta Deputy Chairman of the Supervisory Board of Linde Material Handling GmbH, Aschaffenburg Joachim Hartig 1 (until 11 May 2017) Former Organisational Development Advisor at Linde Material Birgit A. Behrendt Handling GmbH, Aschaffenburg (retired) Vice President of Joint Ventures, Alliances and Commercial Affairs at Ford of Europe GmbH, Cologne Denis Heljic 1 Member of the Supervisory Board of Ford Werke GmbH, Cologne Spokesperson for the STILL branches, Member of the Board of Directors of Ford Sollers Holding LLC, Chairman of the European Works Council and Deputy Chairman Chelny, Russia of the Works Council of STILL GmbH, Dortmund plant Member of the Audit Committee of Ford Sollers Holding LLC, Chelny, Russia Holger Brandt 2 (until 11 May 2017) Senior Vice President of the DACH Region at STILL GmbH, Hamburg Stefan Casper 1 (since 11 May 2017) Chairman of the Works Council of KION Warehouse Systems GmbH, Reutlingen Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 229 Other disclosures Jiang Kui Alexandra Schädler 1 President of Shandong Heavy Industry Group Co., Ltd., Trade Union Secretary on the National Executive of IG Metall, Jinan, People’s Republic of China Frankfurt am Main Member of the Board of Directors of Ferretti International Holding Member of the Supervisory Board of Linde Material Handling S.p.A., Milan, Italy GmbH, Aschaffenburg (since 18 January 2017) Member of the Board of Directors of Ferretti S.p.A., Milan, Italy Member of the Executive Board of Hydraulics Drive Technology Dr Frank Schepp 2 (since 11 May 2017) Beteiligungs GmbH, Aschaffenburg Vice President of Quality at KION GROUP AG, Frankfurt am Main Member of the Supervisory Board of Linde Hydraulics (based in Aschaffenburg) Verwaltungs GmbH, Aschaffenburg Member of the Board of Directors of PSI, Delaware, USA Tan Xuguang Member of the Board of Directors of Shandong Heavy Industry Chairman of the Board of Directors and President of Shandong India Private Ltd., Pune, India Heavy Industry Group Co., Ltd., Jinan, People’s Republic of China Member of the Board of Directors of Shantui Construction Chairman of the Board of Directors of Shandong Communica- Machinery Co. Ltd. Jining, People’s Republic of China tions Industry Group Holding Co., Ltd., Jinan, People’s Republic Member of the Board of Directors of Weichai Power Co. Ltd., of China Weifang, People’s Republic of China Chairman of the Board of Directors of Ferretti International Holding S.p.A., Milan, Italy Olaf Kunz 1 Chairman of the Board of Directors of Ferretti S.p.A., Milan, Italy Head of Collective Bargaining at IG Metall District Office for the Chairman of the Board of Directors of Weichai Holding Group Coast, Hamburg Co., Ltd., Weifang, People’s Republic of China Member of the Supervisory Board of STILL GmbH, Hamburg Chairman of the Board of Directors and Chief Executive Officer of Weichai Power Co., Ltd., Weifang, People’s Republic of China Jörg Milla 1 Chairman of the Works Council of STILL GmbH, Hamburg Claudia Wenzel 1 Deputy Chairman of the Supervisory Board of STILL GmbH, Full-time works council member, HQ and plant 2 at Linde Material Hamburg Handling GmbH, Aschaffenburg Dr Christina Reuter Xu Ping Head of Central Manufacturing Engineering & Operational Partner and Member of the Management Committee at King & Excellence for Space Equipment Operations at Airbus Defence Wood Mallesons, Beijing, People’s Republic of China and Space GmbH, Taufkirchen Hans Peter Ring Management Consultant, Munich Member of the Supervisory Board of Airbus Defence and Space GmbH, Taufkirchen Member of the Supervisory Board of Fokker Technologies Holding B.V., Papendrecht, Netherlands 1 Employee representatives 2 Executive representatives KION GROUP AG | Annual Report 2017230 [47] LIST OF THE SHAREHOLDINGS OF KION GROUP AG, WIESBADEN The shareholdings of the KION Group as at 31 December 2017 are listed below. > TABLE 126 List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name Registered office Country Parent company Share- holding 2017 Share- holding 2016 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 Eisengießerei Dinklage GmbH 7 Eisenwerk Weilbach GmbH 8 Fahrzeugbau GmbH Geisa 9 KION Financial Services GmbH Stuhr Germany Heusenstamm Germany Bielefeld Germany Heusenstamm Germany Dinklage Wiesbaden Geisa Wiesbaden Germany Germany Germany Germany 10 KION Information Management Services GmbH Frankfurt am Main Germany 11 KION Warehouse Systems GmbH Reutlingen 12 Klaus Pahlke GmbH & Co. Fördertechnik KG Haan Germany Germany 13 Linde Material Handling GmbH Aschaffenburg Germany 21 100.00% 100.00% 82 100.00% 100.00% 82 100.00% 100.00% 3 100.00% 100.00% 21 100.00% 50.00% 13 100.00% 100.00% 21 100.00% 100.00% 13 100.00% 100.00% 1 100.00% 100.00% 21 100.00% 100.00% 13 100.00% 100.00% 1 100.00% 100.00% 14 LMH Immobilien GmbH & Co. KG Aschaffenburg Germany 13 & 15 99.64% 99.64% 15 LMH Immobilien Holding GmbH & Co. KG Aschaffenburg Germany 16 LMH Immobilien Holding Verwaltungs-GmbH Aschaffenburg Germany 17 LMH Immobilien Verwaltungs-GmbH Aschaffenburg Germany 18 LR Intralogistik GmbH Wörth a. d. Isar Germany 19 Schrader Industriefahrzeuge GmbH & Co. KG Essen 20 STILL Financial Services GmbH Hamburg 21 STILL Gesellschaft mit beschränkter Haftung Hamburg Germany Germany Germany 13 94.00% 94.00% 13 100.00% 100.00% 13 100.00% 100.00% 21 100.00% 100.00% 13 100.00% 100.00% 9 100.00% 100.00% 13 100.00% 100.00% 22 Urban-Transporte Gesellschaft mit Unterschleißheim Germany 13 100.00% 100.00% beschränkter Haftung Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 231 Other disclosures List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name Registered office 23 Willenbrock Fördertechnik GmbH & Co. KG Bremen 24 Willenbrock Fördertechnik GmbH & Co. KG Hannover 25 Willenbrock Fördertechnik Holding GmbH Bremen Foreign 26 Dematic Holdings Pty. Ltd. 27 Dematic Pty. Ltd. Belrose Belrose 28 Linde Material Handling Pty. Ltd. Huntingwood 29 Dematic NV (formerly: Egemin Group NV) Zwijndrecht 30 STILL NV 31 Dematic Sistemas e Equipamentos de Movimentação de Materiais Ltda. Wijnegem São Paulo 32 KION South America Fabricação de Equipamentos para Armazenagem Ltda. Indaiatuba / São Paulo Country Germany Germany Germany Australia Australia Australia Belgium Belgium Brazil Brazil Parent company Share- holding 2017 Share- holding 2016 Note 25 25 13 74.00% 74.00% 74.00% 74.00% 74.00% 74.00% 82 100.00% 100.00% 26 100.00% 100.00% 13 100.00% 100.00% 53 & 3 100.00% 100.00% 21 & 91 100.00% 100.00% 82 & 3 100.00% 100.00% 21 100.00% 100.00% 33 Dematic Logistics de Chile Ltda. Santiago de Chile Chile 51 & 115 100.00% 100.00% 34 STILL DANMARK A/S 35 BARTHELEMY MANUTENTION SAS 36 Bastide Manutention SAS Kolding Vitrolles Bruguières 37 Bretagne Manutention SAS (formerly: Pacé Bretagne Manutention S.A.) 38 Dematic SAS Bussy-Saint- Georges Denmark France France France France 21 100.00% 100.00% 41 82.00% 83.50% 41 100.00% 100.00% 41 100.00% 100.00% 82 100.00% 100.00% 39 FENWICK FINANCIAL SERVICES SAS Elancourt France 42 100.00% 100.00% 40 FENWICK-LINDE OPERATIONS SAS Cenon sur Vienne France 41 100.00% – [1] 41 FENWICK-LINDE SAS (formerly: FENWICK-LINDE S.A.R.L.) Elancourt France 42 100.00% 100.00% 42 KION France SERVICES SAS Elancourt 43 LOIRE OCEAN MANUTENTION SAS Saint-Herblain France France 44 Manuchar SAS (formerly: Manuchar S.A.) Gond Pontouvre France 45 MANUSOM SAS 46 Société Angoumoisine de Manutention (SAMA) SAS 47 SM Rental SAS 48 STILL Location Services SAS 49 STILL SAS 50 URBAN LOGISTIQUE SAS Rivery Champniers France France Roissy Charles de Gaulle France Marne la Vallée France Marne la Vallée France Elancourt France 13 100.00% 100.00% 41 74.04% 77.01% 41 100.00% 100.00% 49 100.00% 100.00% 49 100.00% 100.00% 41 100.00% 100.00% 42 100.00% 100.00% 42 100.00% 100.00% 22 100.00% 100.00% KION GROUP AG | Annual Report 2017232 List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name 51 Dematic Ltd. 52 Dematic Group Ltd. 53 Dematic Holdings UK 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. 73 KION India Pvt. Ltd. 76 Dematic S.r.l. 77 Emhilia Material Handling S.p.A. 78 KION Rental Services S.p.A. 79 Linde Material Handling Italia S.p.A. 80 OM Carrelli Elevatori S.p.A. 81 Dematic Ltd. 82 Dematic Group S.à r.l. 83 Dematic Holding S.à r.l. 74 Linde Material Handling (Ireland) Ltd. Walkinstown 75 Baoli EMEA S.p.A. (formerly: STILL ITALIA S.p.A.) Lainate Registered office Country Banbury Banbury Banbury Banbury Huntingdon Banbury Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Banbury Banbury Banbury Exeter Basingstoke Pune Cernusco sul Naviglio Modena Milan Buguggiate Lainate UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK UK India Ireland Italy Italy Italy Italy Italy Italy Parent company Share- holding 2017 Share- holding 2016 Note 82 100.00% 100.00% 85 100.00% 100.00% 82 100.00% – [1] 84 100.00% 100.00% 29 100.00% 100.00% 82 100.00% 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% 85 100.00% 100.00% 56 & 82 100.00% 100.00% 69 100.00% 100.00% 72 100.00% 100.00% 13 100.00% 100.00% 111 100.00% 100.00% 60 100.00% 100.00% 21 100.00% 100.00% 82 100.00% 100.00% 79 100.00% 100.00% 75 & 79 & 80 100.00% 100.00% 13 100.00% 100.00% 13 & 75 100.00% 100.00% 84 DH Services Luxembourg Holding S.à r.l. Senningerberg Luxembourg 1 100.00% 100.00% Mississauga Canada 82 100.00% 100.00% Senningerberg Luxembourg 83 100.00% 100.00% Senningerberg Luxembourg 52 100.00% 100.00% Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 233 Other disclosures List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name Registered office Country Parent company Share- holding 2017 Share- holding 2016 Note 85 DH Services Luxembourg S.à r.l. Senningerberg Luxembourg 54 100.00% 100.00% 86 Dematic (Malaysia) Sdn. Bhd. Shah Alam Malaysia 109 100.00% 100.00% 87 Dematic Logistics de Mexico S. de R.L. de C.V. Monterrey 88 DMTC Technology Services, S. de. R.L. de C.V. Monterrey 89 Dematic Trading de Mexico S. de. R.L. de C.V. Mexico City Mexico Mexico Mexico 51 & 115 100.00% 100.00% 51 & 115 100.00% 100.00% 51 & 115 100.00% 100.00% 90 Dematic B.V. (formerly: Egemin Handling Gorinchem Netherlands 5 100.00% 100.00% Automation B.V.) 91 STILL Intern Transport B.V. 92 STILL Norge AS Hendrik Ido Ambacht Heimdal 93 AUSTRO OM PIMESPO Fördertechnik GmbH Linz 94 Linde Material Handling Austria GmbH (formerly: Linz Netherlands 21 100.00% 100.00% Norway Austria Austria 21 100.00% 100.00% 80 100.00% 100.00% 13 & 93 100.00% 100.00% Linde Fördertechnik GmbH) 95 STILL Gesellschaft m.b.H. 96 Dematic Poland Sp. z o.o. 97 Linde Material Handling Polska Sp. z o.o. 98 STILL POLSKA Sp. z o.o. Wiener Neudorf Austria Poznań Warsaw Gadki Poland Poland Poland 21 100.00% 100.00% 3 100.00% 100.00% 13 100.00% 100.00% 21 100.00% 100.00% 99 STILL MATERIAL HANDLING ROMANIA SRL Giurgiu Romania 13 & 21 100.00% 100.00% 100 OOO “Linde Material Handling Rus” 101 OOO “STILL Forklifttrucks” 102 Linde Material Handling AB 103 Linde Material Handling Financial Services AB 104 Nordtruck AB 105 STILL Sverige AB 106 Dematic Suisse Sagl 107 Linde Material Handling Schweiz AG 108 STILL AG 109 Dematic S.E.A. Pte. Ltd. 110 KION South Asia Pte. Ltd. Moscow Moscow Örebro Örebro Örnsköldsvik Malmö Lugano Dietlikon Otelfingen Singapore Singapore 111 Linde Material Handling Asia Pacific Pte. Ltd. Singapore 112 Linde Material Handling Slovenská republika s.r.o. Trenčin 113 STILL SR, spol. s.r.o. 114 Linde Viličar d.o.o. 115 Dematic Logistic Systems S.A.U. Nitra Celje Coslada Russia Russia Sweden Sweden Sweden Sweden Switzerland Switzerland Switzerland Singapore Singapore Singapore Slovakia Slovakia Slovenia Spain 13 & 7 100.00% 100.00% 13 & 21 100.00% 100.00% 13 100.00% 100.00% 102 100.00% – [1] 102 100.00% 25.00% 21 100.00% 100.00% 82 100.00% 100.00% 13 100.00% 100.00% 21 100.00% 100.00% 82 100.00% 100.00% 13 100.00% 100.00% 13 100.00% 100.00% 13 & 122 100.00% 100.00% 21 & 125 100.00% 100.00% 13 100.00% 100.00% 82 100.00% 100.00% KION GROUP AG | Annual Report 2017234 List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name 116 Islavista Spain S.A.U. 117 KION Rental Services S.A.U. 118 Linde Material Handling Ibérica, S.A.U. 119 STILL, S.A.U. Registered office L’Hospitalet de Llobregat Barcelona Pallejá L’Hospitalet de Llobregat Country Spain Spain Spain Spain Parent company Share- holding 2017 Share- holding 2016 Note 13 100.00% 100.00% 116 100.00% 100.00% 116 100.00% 100.00% 116 100.00% 100.00% 120 Linde Material Handling (Pty) Ltd. Linbro Park South Africa 13 100.00% 100.00% 121 KION Supply Chain Solutions Czech, s.r.o. Český Krumlov Czech Republic 52 100.00% 100.00% 122 Linde Material Handling Česká republika s.r.o. Prague Czech Republic 13 & 21 100.00% 100.00% 123 Linde Material Handling Parts Český Krumlov Czech Republic 13 100.00% 100.00% Distribution CZ s.r.o. 124 Linde Pohony s.r.o. 125 STILL ČR spol. s.r.o. 126 STILL Regional Service Center, s.r.o. Český Krumlov Czech Republic 13 100.00% 100.00% Prague Prague Czech Republic 13 & 21 100.00% 100.00% Czech Republic 21 100.00% – [1] 127 STILL ARSER Iş Makineleri Servis ve Ticaret A.Ş. Izmir 128 Linde Magyarország Anyagmozgatási Kft. Dunaharaszti Turkey Hungary Hungary 21 51.00% 51.00% 13 100.00% 100.00% 21 100.00% 100.00% Környe Grand Rapids United States 68 100.00% 100.00% 129 STILL Kft. 130 Dematic Corp. 131 KION North America Corp. Summerville United States 13 100.00% 100.00% 132 Dematic International Trading Ltd. Shanghai 133 Dematic Logistics Systems Ltd. Suzhou 134 Egemin Asia Pacific Automation Ltd. Causeway Bay – Hong Kong 135 Egemin (Shanghai) Trading Company Ltd. Shanghai 136 KION ASIA (HONG KONG) Ltd. Kwai Chung – Hong Kong 137 KION Baoli (Jiangsu) Forklift Co., Ltd. Jiangjiang People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China People’s Republic of China 82 100.00% 100.00% 82 100.00% 100.00% 29 100.00% 100.00% 134 100.00% 100.00% 13 100.00% 100.00% 136 100.00% 100.00% Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 235 Other disclosures List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name 138 Linde Material Handling Hong Kong Ltd. Registered office Kwai Chung - Hong Kong 139 Linde (China) Forklift Truck Corporation Ltd. Xiamen Parent company Share- holding 2017 Share- holding 2016 Note 13 100.00% 100.00% 13 100.00% 100.00% Country People’s Republic of China People’s Republic of China Non-consolidated subsidiaries Domestic 140 Comnovo GmbH 141 KION IoT Systems GmbH Dortmund Germany Frankfurt am Main Germany 13 100.00% 1 100.00% – – 142 Klaus Pahlke Betriebsführungs-GmbH Haan Germany 13 100.00% 100.00% 143 Linde Material Handling Rental Services GmbH Aschaffenburg Germany 13 100.00% – 144 OM Deutschland GmbH Neuhausen a. d. Fildern Germany 80 100.00% 100.00% 145 proplan Transport- und Lagersysteme GmbH Aschaffenburg Germany 1 100.00% 100.00% 146 Schrader Industriefahrzeuge Verwaltung GmbH Essen 147 Trainingscenter für Sicherheit und Bremen Transport GmbH 148 Willenbrock Fördertechnik Beteiligungs-GmbH Bremen 149 Willenbrock Fördertechnik Beteiligungs-GmbH Hannover Foreign 150 Lansing Bagnall (Aust.) Pty. Ltd. Huntingwood 151 NDC Automation Pty. Ltd. 152 NDC Manage Pty. Ltd. 153 Baoli France SAS 154 SCI Champ Lagarde 155 Castle Lift Trucks Ltd. 156 Creighton Materials Handling Ltd. 157 D.B.S. Brand Factors Ltd. 158 Fork Truck Rentals Ltd. 159 Fork Truck Training Ltd. 160 Lancashire (Fork Truck) Services Ltd. 161 Linde Heavy Truck Division Ltd. 162 McLEMAN FORK LIFT SERVICES LTD. Belrose Belrose Elancourt Elancourt Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Basingstoke Germany Germany Germany Germany Australia Australia Australia France France UK UK UK UK UK UK UK UK 13 100.00% 100.00% 25 74.00% 74.00% 25 25 74.00% 74.00% 74.00% 74.00% 62 & 13 100.00% 100.00% 27 100.00% 100.00% 27 100.00% 100.00% 42 100.00% 100.00% 41 100.00% 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% [1] [1] [1] [R] [R] [R] [R] [R] [R] [R] [R] [R] [R] KION GROUP AG | Annual Report 2017236 List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name 163 Reddwerks Ltd. 164 Stephensons Enterprise Fork Trucks Ltd. 165 Sterling Mechanical Handling Ltd. 166 Trifik Services Ltd. 167 Urban Logistics (UK) Ltd. Registered office Banbury Basingstoke Basingstoke Basingstoke Basingstoke Country UK UK UK UK UK 168 Handling & Storage Equipment (Ireland) Ltd. Walkinstown Ireland 169 Carest SRL 170 COMMERCIALE CARRELLI S.r.l. 171 QUALIFT S.p.A. 172 URBAN LOGISTICA S.R.L. 173 WHO Real Estate UAB Lainate Lainate Verona Lainate Vilnius Italy Italy Italy Italy Lithuania Parent company Share- holding 2017 Share- holding 2016 Note 130 100.00% 100.00% 67 100.00% 100.00% 62 100.00% 100.00% 62 100.00% 100.00% 22 100.00% 100.00% 74 100.00% 100.00% 80 100.00% 100.00% 75 & 78 100.00% 100.00% 79 100.00% 100.00% 22 100.00% 100.00% 25 74.00% 74.00% [R] [R] [R] [R] [R] [R] [R] 174 Linde Material Handling (Malaysia) Sdn. Bhd. Petaling Jaya Malaysia 111 100.00% 100.00% 175 Linde Viljuškari d.o.o. 176 IBER-MICAR S.L. Vrčin Gavà Serbia Spain 94 100.00% 100.00% 13 100.00% 100.00% 177 Dematic Thailand Co. Ltd. Bangkok Thailand 109 & 200 73.89% 73.89% 178 Linde Material Handling (Thailand) Co., Ltd. Pathum Thani Thailand 111 100.00% 100.00% 179 Baoli Material Handling Europe s.r.o. 180 Použitý Vozík CZ, s.r.o. Prague Prague Czech Republic 137 100.00% 100.00% Czech Republic 122 100.00% 100.00% 181 Urban Transporte spol. s.r.o. Moravany Czech Republic 22 100.00% 100.00% 182 TOV “Linde Material Handling Ukraine” Kiev Ukraine 13 & 7 100.00% 100.00% Associates (equity-accounted investments) Domestic 183 Carl Beutlhauser Kommunal- und Fördertechnik Hagelstadt Germany 13 25.00% 25.00% GmbH & Co. KG 184 Hans Joachim Jetschke Industriefahrzeuge Hamburg Germany 13 21.00% 21.00% (GmbH & Co.) KG 185 Linde Hydraulics GmbH & Co. KG Aschaffenburg Germany 186 Pelzer Fördertechnik GmbH Kerpen Germany 13 13 10.00% 10.00% 24.96% 24.96% Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 237 Other disclosures List of shareholdings as at 31 December 2017 (continued) TABLE 126 No. Name Foreign Registered office Country Parent company Share- holding 2017 Share- holding 2016 Note 187 Linde High Lift Chile S.A. Santiago de Chile Chile 188 Labrosse Equipement SAS (formerly: Saint-Péray France Labrosse Equipement S.A.) 189 Normandie Manutention SAS (formerly: Normandie Manutention S.A.) Saint-Etienne du Rouvray France 13 41 45.00% 45.00% 34.00% 34.00% 41 34.00% 34.00% Joint Ventures (equity-accounted investments) Domestic 190 Linde Leasing GmbH Wiesbaden Germany 13 45.00% 45.00% Foreign 191 JULI Motorenwerk s.r.o. Moravany Czech Republic 13 & 21 50.00% 50.00% Associates (at cost) Domestic 192 JETSCHKE GmbH Hamburg Germany 193 Linde Hydraulics Verwaltungs GmbH Aschaffenburg Germany 194 MV Fördertechnik GmbH 195 Supralift Beteiligungs- und Kommunikations- gesellschaft mbH 196 Supralift GmbH & Co. KG Foreign 197 Chadwick Materials Handling Ltd. 198 Bari Servizi Industriali S.C.A R.L. 199 Carretillas Elevadoras Sudeste S.A. 200 Dematic Holding (Thailand) Co., Ltd. 201 Motorové závody JULI CZ s.r.o. Blankenhain Hofheim am Taunus Hofheim am Taunus Corsham Modugno Murcia Bangkok Moravany 202 DEMATIC ELECTROMECHANICAL SYSTEMS Dubai MIDDLE EAST L.L.C. Germany Germany 13 13 13 13 21.00% 21.00% 10.00% 10.00% 25.00% 25.00% 50.00% 50.00% Germany 13 50.00% 50.00% UK Italy Spain Thailand Czech Republic United Arab Emirates 62 80 118 109 13 3 48.00% 48.00% 25.00% 25.00% 38.54% 38.54% 48.90% 48.90% 50.00% 50.00% 49.00% 49.00% KION GROUP AG | Annual Report 2017238 List of shareholdings as at 31 December 2017 (continued) TABLE 126 Registered office Country Parent company Share- holding 2017 Share- holding 2016 Note No. Name Financial investments Foreign 203 Balyo SA 204 TPZ Linde Viličari Hrvatska d.o.o. Zagreb Croatia [1] New during 2017 [2] No material influence [R] Dormant company Moissy-Cramayel France 13 13 6.48% 10.00% 20.00% 20.00% [2] [2] Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 239 Other disclosures [48] AUDITORS’ FEES [51] INFORMATION ON PREPARATION AND APPROVAL The fees recognised as an expense and paid to the auditors of the consolidated financial statements in 2017 amounted to The Executive Board of KION GROUP AG prepared the consoli- €2.1 million (2016: €1.8 million) for the audit of the financial state- dated financial statements on 21 February 2018 and approved ments, €0.1  million (2016: €0.0  million) for other attestation them for forwarding to the Supervisory Board. The Supervisory services, €0.0  million (2016: €0.0  million) for tax consultancy Board has the task of examining and deciding whether to approve services and €0.1 million (2016: €0.1 million) for other services. the consolidated financial statements. [49] COMPLY-OR-EXPLAIN STATEMENT REGARDING THE GERMAN COR- PORATE GOVERNANCE CODE (DCGK) Frankfurt am Main, 21 February 2018 The Executive Board In December 2017, the Executive Board and Supervisory Board Gordon Riske Dr Eike Böhm of KION GROUP AG submitted their comply-or-explain statement for 2017 relating to the recommendations of the German Corpo- rate 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. Ching Pong Quek Dr Thomas Toepfer [50] EVENTS AFTER THE REPORTING DATE In January 2018, the term of the revolving credit facility of €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 2023. KION GROUP AG | Annual Report 2017240 Independent auditors’ report To KION GROUP AG, Wiesbaden/Germany with the consolidated financial statements, complies with the Report on the audit of the consolidated financial statements and the combined management report German statutory requirements and suitably presents the opportunities and risks of future development. Our audit opinion on the combined management report does not extend to the content of the parts of the combined manage- ment report detailed in the Chapter “Other information”. Audit opinions Pursuant to Sec. 322 (3) Sentence 1 of the German Commercial We have audited the consolidated financial statements of KION Code (HGB), we state that our audit has not led to any reserva- GROUP AG, Wiesbaden/Germany, and its subsidiaries (Group) – tions with respect to the propriety of the consolidated financial which comprise the consolidated balance sheet as at 31 Decem- statements and the combined management report. ber 2017, the group income statement, the consolidated state- ment of comprehensive income, the consolidated statement of Basis for audit opinions cash flows and the consolidated statement of changes in equity We conducted our audit of the consolidated financial state- for the business year from 1 January to 31 December 2017 as ments and combined management report in accordance with well as the notes to the consolidated financial statements includ- Sec. 317 of the German Commercial Code (HGB) and the EU ing a summary of significant accounting methods. In addition, we Audit Regulation (No. 537/2014, hereinafter “EU Audit Regula- have audited the combined management report on the entity and tion”), and German generally accepted standards for the audit of the Group of KION GROUP AG, Wiesbaden/Germany, for the consolidated financial statements promulgated by the Institute business year from 1 January to 31 December 2017. In conformity of Public Auditors in Germany [Institut der Wirtschaftsprüfer] with German legal regulations we have not audited the parts of (IDW). Our responsibilities under these requirements and princi- the combined management report specified in the Chapter ples are further described in the Chapter “Auditors’ responsibil- “Other information” of our independent auditors’ report with ity for the audit of the consolidated financial statements and the regard to their content. combined management report” of our independent auditors’ report. We are independent of the group entities in accordance In our opinion, based on our knowledge obtained during the audit with European and German commercial law and rules of profes- – the accompanying consolidated financial statements in all material respects comply with the International Financial sional conduct and we have fulfilled our other ethical responsi- bilities applicable in Germany in accordance with these require- ments. In addition, pursuant to Article 10 (2) Lit. f) of the EU Reporting Standards (IFRS), as adopted by the EU, and the Audit Regulation, we declare that we have not provided any additional requirements of German commercial law pursuant prohibited non-audit services pursuant to Article 5 (1) of the EU to Sec. 315e (1) German Commercial Code (HGB) and give a Audit Regulation. We believe that the audit evidence we have true and fair view of the net assets and financial position in obtained is sufficient and appropriate to provide a basis for our accordance with German principles of proper accounting as audit opinions on the consolidated financial statements and the at 31 December 2017 as well as its results of operations for combined management report. the business year from 1 January to 31 December 2017, and – the accompanying combined management report as a whole provides a suitable view of the Group’s position. In all material respects, this combined management report is consistent Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 241 Independent auditors’ report Key audit matters in the audit of the consolidated financial discounted cash flow method on the basis of KION statements GROUP AG’s budget consisting of the operative three-years Key audit matters are those matters that, in our professional plan (budget 2018 and medium-term budget 2019 to 2020) as judgement, were of most significance in our audit of the consoli- well as of a projection concerning two further years, which is dated financial statements for the business year from 1 January adjusted using assumptions about long-term growth rates. to 31 December 2017. These matters were addressed in the con- The result of this measurement highly depends on the Legal text of our audit of the consolidated financial statements as a representative’s estimation of the forecast cash flows of the whole and in forming our audit opinion thereon but we do not pro- corresponding operating entities as well as the discount rate vide a separate opinion on these matters. used (weighted average cost of capital – WAAC) and, there- fore, is subject to great uncertainty. Therefore and due to the In the following we present the key audit matters in our view: underlying complexity of the valuation models applied, this matter was of particular significance in the scope of our audit. 1) Recoverability of the goodwill and brand names with indefinite useful life The entity’s information on the goodwill and brand names with 2) Recognition of leases as regards sales indefinite useful life is provided in Note [7] and [17] of the con- 3) Realisation of revenue regarding construction contracts in the solidated financial statements. Supply Chain Solutions business segment Our presentation of these key audit matters has been structured standing of the method applied during the impairment test, b. During our audit, we, among other things, obtained an under- as follows: the budget process of KION as well as the determination of the cashgenerating units and assessed the determination of a) Description (including reference to corresponding information the WACC. In this context, we considered the Group’s adher- within the consolidated financial statements) ence to the budget process over the past years. b) Auditors’ response Regarding the impairment test, we audited the appropriate- 1) Recoverability of the goodwill and brand names with indefinite ness of the expected future cash flows mainly by comparing useful life the information with the operative budget (2018) approved by a. As at 31 December 2017, the goodwill and brand names with the Supervisory Board and with the medium-term budget indefinite useful life in the consolidated financial statements (2019 to 2020) approved by the Legal representatives and by amount to mEUR 3,382.5 (30.1% of total assets) and examining the key valuation assumptions and parameters for mEUR 943.7 (8.4% of total assets), respectively. The goodwill plausibility based on expectations about macroeconomic and and brand names with indefinite useful life are tested by industry-specific trends. As a significant portion of the value in Management for impairment each year. This impairment test is use has been determined based on projected cash flows for conducted regardless of whether there are external or internal the period following the five-year budget (period of perpetuity), indicators for an impairment. The impairment test is con- we also audited in particular the sustained growth rate applied ducted at the level of the operating entities as cash-generating for the period of perpetuity based on industry-specific market units by determining the corresponding realisable amount and expectations. With respect to the evaluation of the discount comparing that realisable amount with the corresponding rate, we consulted internal valuation specialists, who carrying value. The realisable amount is determined using the convinced themselves of the appropriateness of the discount KION GROUP AG | Annual Report 2017 242 rate used based on market comparisons. Due to the great Group-wide, consistent lease applications shall ensure that significance of the goodwill and the brand names with indefinite the recognition, categorisation and classification of the various useful life in the consolidated financial statements, we finally contract types according to the IFRS are complete and cor- conducted sensitivity analyses with regard to both the growth rect. The determination of the criteria and parameters in these expectations of the future cash flows from the operating enti- applications are subject to the Legal representative’s judge- ties and the applied discount rate. ment. The classification and entry routines of the lease appli- cations are updated, programmed and managed centrally in 2) Recognition of leases as regards sales Germany while the contract input is performed locally in the a. To a great extent, KION uses leases as a sales instrument in operating or the Group’s own financial services entities. In the the business segment Industrial Trucks & Services. The corre- financial year 2017, in this context, a new lease application was sponding agreements comprise contracts, under which the introduced in the operating group entities, with this new appli- KION entities qualify as contract parties, and those, under cation replacing the previous applications in selected compo- which the lease object was sold to external financial partners. nent areas. The following three contract types are primarily used: – Single Step Lease: The lease object is directly leased to – Sale and Leaseback Sublease: The lease object is sold to the consumer. a financial partner and subsequently leased back. At the same time, the lease object is also rented out under a sublease contract to the consumer. – Indirect consumer financing: The (lease) object is sold to a financial partner, who rents it out to a consumer. Due to the high transaction volume in connection with the var- ious contract types, any errors in this area may considerably affect the consolidated financial statements. For this reason, the assessment of the accounting for leases was of particular significance in the scope of our audit. The entity’s information on the accounting for leases is pro- vided in the Notes [7], [18], [19], [22], [31] and [34]. b. As part of our audit, we first updated our understanding of the As at 31 December 2017, the carrying value of the lease process including our understanding of the existing contract receivables and of the lease assets amounts to mEUR 875.8 types as well as the entity’s internal controls regarding leases. (finance leases) (7.8% of total assets) and mEUR 1,173.7 (oper- ating leases and indirect consumer financing, which does not In the light of our understanding of the organisational compo- meet the requirements under IAS 18) (10.5% of total assets), sition and the overall process, the audit on the one hand respectively. Single-step leases and sale-and-leaseback sub- focused on the lease applications used and on the other hand lease contract types are classified as finance leases or oper- on the completeness and accuracy of the data input in the ating leases within the meaning of IAS 17. Revenue realisation individual component areas. with respect to the indirect consumer financing is governed by IAS 18 and, consequently, depends on whether the material With respect to the lease applications used, we examined, benefits and risks are transferred to the financial partner. If the where required, the appropriateness, implementation and requirements for realisation of revenue according to IAS 18 are effectiveness of the IT controls in line with our audit strategy. not met, the purchase price paid by the financing party is rec- As part of this examination, we consulted internal IT specialists. ognised as deferred charge and proportionately recognised as revenue over the term of the lease agreement between In a next step, we obtained an understanding of whether the financing party and consumer. automated entry and classification routines used in the lease applications comply with the relevant IFRS. To this end, we first examined the KION Accounting Manual, which represents Annual Report 2017 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 243 Independent auditors’ report the basis for routine programming, for conformity with the Construction contracts, the determination of which is based IFRS. In addition, we assessed whether the entry and classifica- on the percentage of completion of the individual projects, tion routines have been appropriate. To this end, regarding the make up a significant portion of the revenue in the business lease applications, which have already been used in the prior segment Supply Chain Solutions as they amount to mEUR year, we examined, on the one hand, the revision protocols of 1,725.6 and account for 86.2% of the business segment’s total the  financial year for compliance with the KION Accounting revenue. The percentage of completion is determined based Manual. On the other hand, we made examinations on a sample on the proportion of the contract costs that have already been basis both in the form of random samples and judgemental incurred to the total estimated contract costs as at the balance selections by making sure that all contract types used were sheet date. subject to the examination. Based on the data inputs, we assessed for each selected contract whether the results of the The revenue highly depends on estimations subject to the lease applications comply with the relevant IFRS. legal representative’s judgement particularly concerning the total contract costs and the resulting percentage of comple- We examined the data inputs made in the financial year in the tion. Also taking into account the high amount of revenue individual component areas for accuracy directly in the operat- related to construction contracts in the consolidated financial ing entities on a sample basis in the form of mathematical and statements, this matter is of particular significance in the statistical methods and extrapolated any identified deviations to scope of our audit. the corresponding basic population. In this context, apart from the accuracy, we audited the appropriate cut-off and complete- The information in the notes to the consolidated financial ness of the data inputs on the basis of the original contracts. statements concerning revenue realisation from construction Where required, we received confirmations of third parties to contracts in the business segment Supply Chain Solutions is assess the completeness of the entered contracts. provided in Notes [7] and [8]. Due to the introduction of a new lease application in selected b. As part of our audit, we deepened our knowledge of the pro- group entities in the financial year, we additionally examined cesses concerning the project business including our under- the required migration of the historical contract data for com- standing of the corresponding internal controls of the Group. pleteness and accuracy and the entry and classification We examined the appropriateness of the internal controls’ routines for appropriateness. This examination was performed design and implementation regarding the estimation of the per- in the form of a reconciliation of the assessed results of the centage of completion and continued review of contract costs. lease applications and comparison between the transferred and the migrated contract data. Based on that, we assessed the estimations made for indi- vidual projects, which were selected based on risk consider- 3) Realisation of revenue regarding construction contracts in the ations. To this end, we examined the current cost reports Supply Chain Solutions business segment and project calculations taking into account the customer a. In the business segment Supply Chain Solutions, KION’s rev- contracts with respect to the percentage of completion of the enue increased from mEUR 364.7 to mEUR 2,001.8 in the selected projects. To this end, we additionally consulted the financial year 2017 primarily due to the acquisition of the employees responsible for the relevant projects on matters Dematic group in November 2016. Accordingly, the business such as the current project phase, any risks including penal- segment’s contribution to the Group’s total revenue increased ties and changes to original assumptions and requested from 6.5% to 26.2% due to the full-year effect. declarations on unexpected project developments, which were compared with supplementary evidence. In addition, we have convinced ourselves, where required, of the project KION GROUP AG | Annual Report 2017244 progress on site and have taken into account the adherence Responsibilities of the legal representatives and the Supervisory to the budget planning based on retrospective analyses of Board for the consolidated financial statements and the combined selected projects. management report Other information The legal representatives are responsible for the preparation of the consolidated financial statements, which comply with the The legal representatives are responsible for the other informa- requirements of the IFRS, as adopted in the EU, and the addi- tion. The other information comprises the following documents tional requirements of German commercial law pursuant to Sec. received prior to the date of this independent auditors’ report: 315e (1) German Commercial Code (HGB) in all material respects, – the Group’s statement on business management specified in – The assurance pursuant to Sec. 297 (2) Sentence 4 German the combined management report, Commercial Code (HGB) to the consolidated financial state- so that the consolidated financial statements in accordance with German principles of proper accounting give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. In addition, the legal representatives are responsible for the internal controls they ments and assurance pursuant to Sec. 315 (1) Sentence 5 have identified as necessary in order to enable the preparation of German Commercial Code (HGB) to the Group management consolidated financial statements that are free from material report, and – The remaining parts of the annual report, with the exception of the audited consolidated financial statements and com- misstatements, whether intentional or unintentional. In preparing the consolidated financial statements, the Legal bined management report as well as our independent audi- representatives are responsible for assessing the Group’s ability tors’ report. to continue as a going concern. Furthermore, they have the responsibility to disclose matters related to going concern, as In addition, the other information comprises the separate non- applicable. In addition, they are responsible for using the going financial Group report, which is expected to be published to KION concern basis of accounting, unless this conflicts with the Group’s GROUP AG’s website by 30 April 2018. intention to liquidate the Group or wind down operations or there is no realistic alternative. Our audit opinions on the consolidated financial statements and the combined management report do not extend to cover the In addition, the Legal representatives are responsible for the other information, and accordingly we do not issue an audit preparation of the combined management report, which as a opinion or any other form of assurance conclusion thereon. whole provides a suitable view of the Company’s position, is con- sistent with the consolidated financial statements in all material In connection with our audit, our responsibility is to read the respects, complies with German legal regulations and suitably other information and, in doing so, to consider whether the presents the opportunities and risks of future development. other information – is materially inconsistent with the consolidated financial statements, the combined management report or our knowl- edge obtained in the audit, or – otherwise appears to be substantially misstated. Furthermore, the Legal representatives are responsible for such arrangements and measures (systems) which it has deemed necessary in order to enable the preparation of a combined man- agement report in accordance with the German commercial law to be applied and to furnish sufficient and appropriate evidence for the statements in the management report. Annual Report 2017 | KION GROUP AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 245 Independent auditors’ report The Supervisory Board is responsible for overseeing the Group’s As part of an audit, we exercise professional judgement and financial reporting process for the preparation of the consolidated maintain professional scepticism. We also financial statements and the combined management report. Auditors’ responsibility for the audit of the consolidated financial – identify and assess the risks of material misstatements in the consolidated financial statements and in the combined man- statements and the combined management report agement report, whether intentional or unintentional, design Our objectives are to obtain reasonable assurance about whether and perform audit procedures responsive to those risks and the combined financial statements as a whole are free from mate- obtain audit evidence that is sufficient and appropriate to rial misstatements, whether intentional or unintentional, and provide a basis for our audit opinion. The risk of not detecting whether the combined management report as a whole provides a material misstatement resulting from fraud is higher than an appropriate view of the Group’s position and, in all material one resulting from error, as fraud may involve collusion, for- respects, is consistent with the findings of the audit, is in accord- gery, intentional omissions, misrepresentations, or the over- ance with German legal regulations, and appropriately presents the opportunities and risks of future development, as well as to issue an independent auditors’ report that includes our opinions ride of internal control. – obtain an understanding of internal control relevant to the audit of the consolidated financial statements and the on the consolidated financial statements and the combined man- arrangements and measures relevant to the audit of the com- agement report. bined management report in order to design audit proce- dures that are appropriate in the circumstances, but not for Reasonable assurance is a high level of assurance, but is not a the purpose of expressing an opinion on the effectiveness of guarantee that an audit conducted in accordance with Sec. 317 of the German Commercial Code (HGB) and the EU Audit Regu- lation and German generally accepted standards for the audit of these systems. – evaluate the appropriateness of the accounting policies used by the Legal representatives and the reasonableness of financial statements promulgated by the Institute of Public Audi- accounting estimates and related disclosures made by the tors in Germany (IDW), will always detect a material misstatement Legal representatives. when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate, they could reasonably be expected to influence the economic deci- sions of users taken on the basis of these consolidated financial statements and the combined management report. KION GROUP AG | Annual Report 2017246 – conclude on the appropriateness of the legal representative’s use of the going concern basis of accounting and, based on – evaluate the consistency of the combined management report with the consolidated financial statements, its legal the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. consistency and the view provided of the Group’s position. – perform audit procedures on the forward-looking information presented by the Legal representatives in the combined If we conclude that there is a material uncertainty, we are management report. On the basis of sufficient appropriate required to draw attention in our independent auditors’ report audit evidence, we particularly evaluate the significant to the related disclosures in the consolidated financial state- assumptions underlying the forward-looking information by ments and combined management report, or, if such disclo- the Legal representatives and evaluate the correct derivation sures are inadequate, to modify our corresponding opinion. of forward-looking information from these assumptions. We Our conclusions are based on the audit evidence obtained do not issue an independent opinion on the forward-looking up to the date of our independent auditors’ report. However, information or on the underlying assumptions. There is a sig- future events or conditions may cause the Group to cease to nificant unavoidable risk that future events will differ materi- continue as a going concern. – evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures ally from the forward-looking information. We communicate with those charged with governance, among and whether the consolidated financial statements represent other matters, the planned scope and timing of the audit and the underlying transactions and events in a manner that the significant audit findings, including any deficiencies in internal consolidated financial statements give a true and fair view of control, which we identify during our audit. the net assets and financial position as well as the results of operations of the Group in accordance with the IFRS, as We also provide those charged with governance with a statement applicable in the EU, and the additional requirements of that we have complied with relevant ethical requirements regard- German commercial law pursuant to Sec. 315e (1) German ing independence, and communicate with them all relationships Commercial Code (HGB). – obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. within the Group to express opinions on the consolidated From the matters communicated with those charged with gov- financial statements and the combined management report. ernance, we determine those matters that were of most signifi- We are responsible for the direction, supervision and perfor- cance in the audit of the consolidated financial statements of the mance of the group audit. We remain solely responsible for current reporting period and are therefore the key audit matters. our audit opinions. We describe these matters in our independent auditors’ report on the consolidated financial statements unless law or regulation precludes public disclosure about the matter. Annual Report 2017 | KION GROUP AGNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 247 Independent auditors’ report Other legal and regulatory requirements Other information pursuant to Article 10 EU Audit Regulation We were appointed by the annual general meeting on 11 May 2017 to audit the consolidated financial statements. We were engaged by the Supervisory Board on 16 May 2017 and 20/27 November 2017. We have been engaged continuously as the auditor of the consolidated financial statements of KION GROUP AG, Wiesbaden/Germany, which was named KION 1 Holding GmbH until 12 June 2013, since the business year 2007. Since the financial year 2013, the entity has been a public interest entity within the meaning of Sec. 319a (1) Sentence 1 German Commer- cial Code (HGB). We confirm that the audit opinions contained in this independent auditors’ report are consistent with the additional report to the audit committee pursuant to Article 11 EU Audit Regulation (“Prüfungsbericht”). Responsible Auditor The auditor responsible for the audit is Kirsten Gräbner-Vogel. Frankfurt am Main/Germany, 21 February 2018 Deloitte GmbH Wirtschaftsprüfungsgesellschaft (Crampton) (Gräbner-Vogel) Wirtschaftsprüfer Wirtschaftsprüferin (German Public Auditor) (German Public Auditor) KION GROUP AG | Annual Report 2017248 Responsibility statement To the best of our knowledge, and in accordance with the applicable reporting principles for consolidated financial reporting, the consolidated financial statements give a true and fair view of the financial performance and financial posi- tion of the Group, and the group management report, which is combined with the Company’s management report, includes a fair review of the development and performance of the busi- ness and the position of the Group, together with a description of the principal opportunities and risks associated with the expected development of the Group. Frankfurt am Main, 21 February 2018 The Executive Board Gordon Riske Dr Eike Böhm Ching Pong Quek Dr Thomas Toepfer Annual Report 2017 | KION GROUP AG249 KION GROUP AG | Annual Report 2017Annual Report 2017 | KION GROUP AGADDITIONAL INFORMATION Contents 251 ADDITIONAL INFORMATION 252 QUARTERLY INFORMATION 253 MULTI-YEAR OVERVIEW 254 DISCLAIMER 255 FINANCIAL CALENDAR 255 CONTACT KION GROUP AG | Annual Report 2017252 Quarterly information Quarterly information in € million Order intake thereof Industrial Trucks & Services thereof Supply Chain Solutions Total revenue thereof Industrial Trucks & Services thereof Supply Chain Solutions Adjusted EBITDA thereof Industrial Trucks & Services thereof Supply Chain Solutions Adjusted EBITDA margin thereof Industrial Trucks & Services thereof Supply Chain Solutions EBIT thereof Industrial Trucks & Services thereof Supply Chain Solutions Adjusted EBIT thereof Industrial Trucks & Services thereof Supply Chain Solutions Adjusted EBIT margin thereof Industrial Trucks & Services thereof Supply Chain Solutions Q4 2017 Q3 2017 Q2 2017 Q1 2017 TABLE 127 2,279.6 1,579.6 692.9 1,978.3 1,560.8 413.1 325.5 301.9 35.0 16.5% 19.3% 8.5% 153.8 190.6 – 22.1 203.8 191.8 27.2 10.3% 12.3% 6.6% 1,847.2 1,351.6 492.7 1,847.4 1,329.9 514.2 309.5 256.6 66.0 16.8% 19.3% 12.8% 135.3 151.6 2.4 194.7 152.5 58.7 10.5% 11.5% 11.4% 1,970.5 1,513.7 452.3 2,016.4 1,417.0 596.0 326.0 267.5 68.3 16.2% 18.9% 11.5% 163.7 167.0 13.5 214.2 166.7 61.4 10.6% 11.8% 10.3% 1,881.7 1,414.6 461.3 1,811.4 1,323.2 483.0 263.0 228.1 41.0 14.5% 17.2% 8.5% 96.6 128.4 – 17.6 152.9 129.1 34.2 8.4% 9.8% 7.1% Annual Report 2017 | KION GROUP AGADDITIONAL INFORMATION Quarterly information Multi-year overview Multi-year overview KION Group multi-year overview in € million Order intake Revenue Order book ¹,² Financial performance EBITDA Adjusted EBITDA ³ Adjusted EBITDA margin ³ EBIT Adjusted EBIT ³ Adjusted EBIT margin ³ 2017 7,979.1 7,653.6 2,614.6 1,185.7 1,223.9 16.0% 549.4 765.6 10.0% 2016 5,833.1 5,587.2 2,396.6 889.5 931.6 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% 253 TABLE 128 2013 4,489.1 4,494.6 693.3 708.8 721.5 16.1% 374.2 416.5 9.3% Net income 426.4 246.1 221.1 178.2 138.4 Financial position ¹ Total assets Equity Net financial debt ROCE 4 Cash flow Free cash flow 5 Capital expenditure 6 11,228.4 11,297.0 3,148.8 2,095.5 9.9% 2,495.7 2,903.4 6.9% 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 – 378.3 218.3 – 1,850.0 166.7 332.7 142.6 305.9 133.1 195.6 125.8 Employees 7 31,608 30,544 23,506 22,669 22,273 1 Figures as at balance sheet date 31/12/ (adjusted due to the final purchase price allocation Dematic) 2 Order backlog 2016 adjusted to reflect specific customer orders from long-term construction contracts in the segment SCS 3 Adjusted for PPA items and non-recurring items 4 ROCE is defined as the proportion of EBIT adjusted to capital employed 5 Free cash flow is defined as cash flow from operating activities plus cash flow from investing activities 6 Capital expenditure including capitalised development costs, excluding leased and rental assets 7 Number of employees (full-time equivalents) as at balance sheet date 31/12/ KION GROUP AG | Annual Report 2017254 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 2017 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). Annual Report 2017 | KION GROUP AGADDITIONAL INFORMATION Disclaimer Financial calendar / Contact 255 FINANCIAL CALENDAR CONTACT 1 March 2018 Contacts for the media Contacts for investors Publication of 2017 annual report Financial statements press conference Michael Hauger Senior Vice President Dr Karoline Jung-Senssfelder Vice President, Head of Investor 6 March 2018 Capital Markets Day 26 April 2018 Corporate Communications Relations/M&A Phone: +49 69 201 107 655 Phone: +49 69 201 107 450 michael.hauger@kiongroup.com karoline.jung-senssfelder@kiongroup.com Quarterly statement for the period ended Frank Brandmaier 31 March 2018 (Q1 2018) and analyst call Senior Director Corporate 9 May 2018 Media Relations Phone: +49 69 201 107 752 Annual General Meeting frank.brandmaier@kiongroup.com 26 July 2018 Interim report for the period ended 30 June 2018 (Q2 2018) and analyst call 25 October 2018 Quarterly statement for the period ended 30 September 2018 (Q3 2018) and analyst call Subject to change without notice Securities identification numbers KION GROUP AG This annual report is available in German ISIN: DE000KGX8881 Thea-Rasche-Strasse 8 and English at kiongroup.com under WKN: KGX888 60549 Frankfurt am Main | Germany Investor Relations / Financial Reports. Phone: +49 69 201 100 Fax: +49 69 201 107 690 info@kiongroup.com www.kiongroup.com The content of the German version is authoritative. kiongroup.com/ ir KION GROUP AG | Annual Report 2017KION GROUP AG Corporate Communications Thea-Rasche-Strasse 8 60549 Frankfurt am Main | Germany Phone: +49 69 201 100 Fax: +49 69 201 107 690 info@kiongroup.com www.kiongroup.com 

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