Sauer-Danfoss Inc.
Annual Report 2015

Plain-text annual report

Annual Report 2015 www.danfoss.com Find us here: Danfoss.com www.facebook.com/danfoss www.twitter.com/danfoss http://plus.google.com/+danfoss www.youtube.com/danfossgroup www.linkedin.com/company/danfoss Contents Management Review Financial Statements 62 63 64 72 110 114 124 Management statement Independent auditor’s report Group Accounts Group Notes Group Companies Parent Accounts Parent Notes 4 6 8 10 12 14 22 30 42 48 54 Engineering Tomorrow Danfoss at a glance 2015 highlights A strong global footprint CEO comment The Core & Clear strategy Business model and segments Financial review and outlook Sustainability Risk management and compliance Corporate Governance With leading expertise in refrigeration and air conditioning, controls for electric motors, heating systems for buildings and cities, and hydraulic solutions to power agricultural and construction machinery, our impact can be felt everywhere. Quality, innovation and reliability are rooted in our DNA. Our technologies and products can be trusted to push the boundaries for what is possible, deliver exceptional performance and answer the real needs of our customers. We see opportunities everywhere – from feeding a growing population, to saving energy, to letting everyone enjoy a more comfortable, better quality of life. We aim to rise to ever more complex challenges and, through knowledge and hard work, engineer solutions that achieve more with less. This is what drives us. To realize more of the potential of this amazing world. And engineer the dreams of tomorrow, today. Our ambition is to realize the vast potential for better infrastructure, improved food supply, higher energy productivity and more climate-friendly solutions. For our customers, we aim to deliver unprecedented quality, reliability and innovation in everything we do. Watch how Danfoss is ‘Engineering Tomorrow’ here. 4 Annual Report 2015 · The Danfoss GroupWe are engineering tomorrow 5 Annual Report 2015 · The Danfoss GroupDanfoss at a glance Danfoss engineers technologies that enable the world of tomorrow to do more with less. We meet the growing need for infrastructure, food supply, energy efficiency and climate-friendly solutions. Key facts 61 factories in 20 countries and Danfoss sells its products in more than 100 countries 23,420 employees dedicated to engineering solutions that make a difference to people and businesses worldwide 1,381 patent families HEADQUARTERED IN NORDBORG, DENMARK WESTERN EUROPE EASTERN EUROPE 39% 9 % 3% AFRICA- MIDDLE EAST Sales distribution by regions NORTH AMERICA 24% 5% LATIN AMERICA 6 Annual Report 2015 · The Danfoss GroupDANFOSS AT A GLANCE The Danfoss heritage Leading global positions Danfoss has grown from a one-man business into a world leading company, by having a clear focus on quality and innovative engineering right from the beginning 1933 2015 Danfoss was founded by engineer Mads Clausen Danfoss is a privately-held company and controlled by the Bitten and Mads Clausen Foundation. Since the Core & Clear strategy was initiated in 2010, the Danfoss Group has significantly strengthened its global position. Today, the Group’s four business segments: Danfoss Power Solutions, Danfoss Cooling, Danfoss Drives and Danfoss Heating are among the world leaders in the markets where they are active. Sales distribution by business segments Danfoss Power Solutions 11.6 / bn DKK 1.6 / bn EUR Danfoss Cooling 10.8 / bn DKK 1.4 / bn EUR Danfoss Group 38.0/ bn DKK 5.1/ bn EUR Danfoss Drives 9.8 / bn DKK 1.3 / bn EUR Danfoss Heating 5.8 / bn DKK 0.8 / bn EUR Our climate strategy by 2030 20% ASIA- PACIFIC 50% 50% Reduction of energy intensity in our buildings and production processes Reduction of the CO2 intensity in consumed energy Our approach to sustainability We play an active role in sustainable global development where social responsibility, the environment and climate considerations go hand-in-hand with sound business development. Our approach rests on two pillars: • Danfoss will continue to be a reliable business partner; • Danfoss is a world-leader in the supply of technologies; solutions that support the growing need for sustainable food supply, modern infrastructure, efficient energy utilization, and better climate control. 7 Annual Report 2015 · The Danfoss Group2015 highlights Total net sales 38,031 5,099 m DKK m EUR Financials in brief Sales growth 11% 11% R&D spend 1,607 215 Free cash flow (before M&A) 3,397 456 In 2015, the Danfoss Group maintained good performance and delivered financial results in line with expectations. The year was characterized by continuing low, global growth conditions and the business environment remained mixed across markets and regions. The demand for energy efficiency and increased focus on climate-friendly solutions were strong drivers for Danfoss technologies supporting an improved performance in the two business segments Danfoss Cooling and Danfoss Drives. On the other hand, for the Danfoss Power Solutions business segment, results were impacted by a downturn in the global mobile hydraulics market due to low activity levels in the global agricultural sector as well as lower construction activity in China. Also, Danfoss Heating had a challenging year due to the economic downturn in Russia and slowdown in China. For the Group, net sales were at DKK 38,031m against DKK 34,375m in 2014. The improvement corresponds to 11% growth. In local currency, growth was 5%. EBIT excluding other operating income/expenses was DKK 4,235m against DKK 4,356m. EBIT was improved to DKK 4,097m against DKK 3,925m last year, which is equal to an increase of 4%. Net profit was at DKK 2,597m record-high and 13% above last year. The free cash flow before M&A was DKK 3,397m against DKK 3,389m in the year- earlier period. In conclusion, the Group’s performance in 2015 was satisfactory. 2015 Expectations compared to results Expectations Results Net sales including the full-year impact of the acquisition of Vacon expected to grow by 9-14%. Danfoss generated net sales of DKK 38,031m equal to 11% growth Operating profit, EBIT excluding other income and expenses, expected to be on par with 2014. EBIT excluding other income and expenses reached DKK 4,235m against DKK 4,356m Net sales bn DKK the last five years EBIT bn DKK the last five years R&D spend the last five years Gains from divestments 4.4 4.2 4.0 3.8 3.6 3.4 3.2 3.0 5.0% 4.4% 3.8% 3.2% 2.6% 2.0% 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 40 38 36 34 32 30 8 Annual Report 2015 · The Danfoss Group 2015 HIGHLIGHTS EBIT excluding other income and expenses EBIT 4,235 568 4,097 549 Equity 15,424 2,067 Equity ratio 41.4% 41.4% Most important events in 2015 Successful Vacon merger In December 2014, Danfoss acquired the Finnish drives manufacturer Vacon, and the new Danfoss Drives business segment was formed by merging Vacon and the Danfoss drives business, Power Electronics. The merger has been successful and the first year has gone well for Danfoss Drives. While merging the two businesses, the business segment has managed to keep a firm focus on serving customers, harvesting synergies and maintaining strong performance. Combining the two companies, Danfoss Drives is now the world’s second-largest AC drives manufacturer. Strong innovation year In 2015, we invested a record-high DKK 1,607m in innovation. Focus was very much on digitalization, and several new innovative products utilizing technologies within connectivity and big data were launched during the year. Examples are the digital actuator Novocon, the new electro-hydraulic steering solution for off high-way machinery called PVED-CLA, and the Danfoss Link heating system controlled by your smartphone. Successful safety program The key performance indicator in measuring employee safety, the Lost Time Injury Frequency (LTIF), dropped from 4.4 in 2014 to 3.4 in 2015. This significant improvement was obtained via our new global "Safety on the shop floor" program which during 2015 was implemented in all Danfoss factories around the world. Quality at the next level In 2015, another 19 Danfoss factories became compliant with the ISO/TS16949 quality standard - one of the world’s strictest quality standards. A significant milestone in the roll-out as three business segments; Danfoss Cooling, Danfoss Drives, and Danfoss Heating are now fully compliant with the TS16949 requirements. M&A’s Danfoss acquired DAF Enerji; a company within the district heating market in Turkey. Turkey is a country with a high growth potential for Danfoss and especially for the Danfoss Heating Business segment; proved in 2015 by Danfoss Heating growing above 30% in local currency in Turkey. The acquisition is a key element in further strengthening our heating business and taking the next step to further accelerate growth in Turkey. Danfoss also acquired the Dutch software company Advitronic Engineering B.V. This is an investment in capabilities and technology related to connectivity and Internet of Things. This will strengthen the Danfoss Cooling business segment, in particular, and the business segments’ position within the food retail industry worldwide as an innovative partner in smart store solutions and enterprise management systems. Lowering the energy consumption Danfoss launched in November 2015 a new climate strategy, which builds on what the company has already achieved. Danfoss’ energy intensity, measured as energy consumption per million DKK net sales, has been reduced by 29% since 2007. The new strategy requires Danfoss to cut the company’s energy intensity by 50% before 2030. Meaning that we only use half as much energy to keep the wheels of business running. The consumed energy shall by 2030 emit half as much CO2 per MWh. Global climate agreement At COP21 in Paris, 196 countries reached a historic agreement to limit global warming. All 196 countries have submitted plans for how they will contribute to this green transition. Several of these plans include initiatives to increase energy efficiency e.g. via district energy systems and wastewater treatment. Accordingly, for Danfoss being a company that engineers energy efficient solutions that enable the world of tomorrow to do more with less, the framework of the agreement holds concrete, vast long- term potential. 9 Annual Report 2015 · The Danfoss GroupA strong global footprint Danfoss has a strong global footprint with 61 factories in 20 countries, and the Group sells its products in more than 100 countries. North America Latin America Western Europe 12 factories Sales companies in 2 countries 3,406 employees 3 factories Sales companies in 5 countries 1,203 employees 20 factories Sales companies in 17 countries 9,536 employees 24% share of net sales 5% share of net sales 39% share of net sales North America is a strategically important market for Danfoss. The US is Danfoss’ largest country in terms of net sales. Danfoss holds a strong position and has a strong presence in this market. This mature market has a strong economy; it is the largest manufacturing economy in the world, and the home for Danfoss’ top, global customers. Energy efficiency in buildings, a changing refrigerant landscape and reshoring are major trends in North America that represent significant growth opportunities for Danfoss. Danfoss has been present in Latin America for many decades, with sales companies in the main countries all around the region. Brazil is Danfoss’ largest country in terms of net sales in the region. Having food as one of the most important exported commodities, Danfoss supports the region with numerous solutions from production to processing and from transportation to storage. Also, within improvement and expansion of the infrastructure in the region, Danfoss plays a key role. Accordingly, the region holds great potential for the business segments Danfoss Cooling and Danfoss Power Solutions, in particular. Western Europe is the number one region in Danfoss in terms of net sales, with Germany being the largest market in the region. Danfoss has a very strong footprint in the Western Europe region. The Western European countries continue to hold a number of growth opportunities for Danfoss, particularly due to ambitious plans to improve energy efficiency in the region. ‘Energiewende’, which is the transition of Germany’s energy portfolio to be dominated by renewable energy, energy efficiency, and sustainable development, is a concrete example of how a mature market continues to be a growth pocket with huge potential for Danfoss. 10 Annual Report 2015 · The Danfoss GroupA STRONG GLOBAL FOOTPRINT Eastern Europe Africa-Middle East Asia-Pacific 12 factories Sales companies in 12 countries 3,908 employees 1 factory Sales companies in 3 countries 195 employees 13 factories Sales companies in 11 countries 5,172 employees 9% share of net sales 3% share of net sales 20% share of net sales Russia, followed by Poland and Czech Republic are the top three markets in this region. Danfoss was one of the first companies to rapidly set up a business in the Eastern European countries, when the region opened up. Today, Danfoss has a strong organization and enjoys a good reputation. In combination, the fairly cold climate, an increased focus on energy efficiency and the large number of district heating systems hold great potential for Danfoss. The investments in new energy systems are significant. One concrete example illustrating the potential is that in the period from 2015 to 2020 the European Union plan to invest up to EUR 17bn in increased energy efficiency in the Eastern European countries. The Africa and Middle East region is the most diversified region in Danfoss. Despite being characterized by a volatile business climate in parts of the region, Africa and the Middle East are also representing a promising potential, with in general a growing population and increasing urbanization, fast-growing economies and focus on more efficient energy systems in the oil-producing countries. Also, a wide range of Danfoss solutions are addressing key challenges in the region such as the scarcity in power supply, as well as within the almost non-existent food cold chain. One of the countries in this region with a large growth potential is Turkey: cold winters and hot summers create a demand for heating and cooling technologies. Asia-Pacific is Danfoss’ largest region in terms of sourcing, and a large proportion of Danfoss production is located there. China is the Group’s largest market in the region. Despite the economic growth rates slowing down over recent years China continues to hold major potential within urban district heating projects and the build up of the food cold chain, which Danfoss helps to develop. The second-largest market in the region is India, which is also identified as offering a significant growth potential for Danfoss. In particular, within the food cold chain and air conditioning markets. 11 Annual Report 2015 · The Danfoss GroupDanfoss is well positioned Thanks to four strong business segments with leading market positions and clear competitive advantages Danfoss is driving long-term value creation. “The key to our sustained strong performance lies in a persistent focus on sustainable, long-term value creation and utilizing our distinct, core competencies: Leading Positions, Application Knowledge, and Innovation.” 12 Annual Report 2015 · The Danfoss GroupCEO COMMENT In 2015, we continued our ambitious journey to further improve Danfoss’ global position. We delivered good financial performance with results in line with expectations, and despite mixed market conditions our market share developed positively. At Group level, our net sales grew by 11%, and 5% in local currency, while operating profit (EBIT) was improved by 4%. Furthermore, net profit increased by 13% to the record-level of DKK 2.6bn and also growing slightly faster than the topline. Finally, the free cash flow before M&A matched the high 2014-level. The key to our sustained strong performance lies in a persistent focus on sustainable, long-term value creation and utilizing our distinct, core competencies: Leading Positions, Application Knowledge and Innovation. Creating customer value For several years we have invested above industry average in innovation, and 2015 was no exception. The Danfoss Group reinvested 4.2% of net sales or a little more than DKK 1.6bn in research and development. These investments resulted in the launch of many new innovative products utilizing new digital technology; concrete examples are the first intelligent electro- hydraulic steering solution for off-high-way machinery or the Danfoss Link heating system controlled by your smartphone. Furthermore, significant highlights of the year were the opening of our new Application Development Center (ADC) in Nordborg, Denmark, and breaking ground to the next ADC in Florida, US. At an ADC facility we can demonstrate performance and test customer applications enhanced with Danfoss solutions in a real- life environment. A year of digitalization Our Application Development Centers around the world are key to leveraging our deep application knowhow and new technologies to drive innovation in close cooperation with our customers. During 2015, in line with our focus on innovation as a driver of increased customer value we took acquisition steps to further strengthen the Groups innovation profile. We acquired the Dutch company Advitronic Engineering B.V.; specialized in technology that connect all vital control systems in supermarkets and utilizing collected data to optimize the applications and systems. Furthermore, in September, we engaged in a partnership with the American software company LineStream Technologies Inc., which produces software-based control solutions for configuration of automation systems. Organizing for growth Having strong core businesses with leading market positions globally is a key element in driving competitive advantage. When in December 2014 we acquired the Finnish drives manufacturer Vacon and merged it with the Danfoss drives business, we secured a position as a world leading player in the drives market. The merger paved the way for establishing four strong business segments with complementary product and market portfolios: Danfoss Power Solutions, Danfoss Cooling, Danfoss Drives and Danfoss Heating. We successfully implemented this new organizational structure in the first quarter of 2015, and during the year we have further tailored the business to accelerate growth by strengthening the regional organization bringing Danfoss even closer to our customers. Looking ahead In the short term, visibility remains low, and we anticipate the overall global low growth scenario and mixed market conditions to continue. More specifically, we expect the challenging market conditions in Russia to continue. We also expect that the global mobile hydraulics market will remain fairly soft. This is a cyclical market sensitive to fluctuations in especially the agricultural sector. Conversely, we see the momentum in the US economy driving increased investments in several industries. And also in Europe, we see growth rates slowly gaining more traction. On the long term, the constant need for new infrastructure and safe food supply remain drivers of the demand for the kind of solutions that we provide. Furthermore, the growing awareness of the potential and need for investing in increased energy efficiency and climate-friendly solutions will drive increased demand for innovative technologies. In this perspective, it is very positive that the COP21 in Paris ended with a historic agreement. This is a strong signal that across the globe nations and cities are willing to create the much-needed green transition. As experts in energy-efficiency and having the solutions ready, Danfoss is well positioned, and we have good reason to be optimistic about the future. Continuing the journey 2015 was a good year for Danfoss. More than 23,400 colleagues made sure that our customers experienced great commitment and engagement. Now, we are very much looking forward to continuing the cooperation together with all our stakeholders to make sure, that the coming year will be characterized by innovation, dedication and great results. On behalf of the Danfoss Executive Committee, Niels B. Christiansen 13 Annual Report 2015 · The Danfoss Group"In short, Core means that we concentrate our efforts on the areas where we create the most value and where we possess unique competencies. Clear means that we focus on our customers, constantly reduce complexity and increase transparency." 14 Annual Report 2015 · The Danfoss GroupThe Core & Clear strategy 15 Annual Report 2015 · The Danfoss GroupThe Core & Clear strategy The Danfoss Core & Clear strategy forms the foundation of all our strategic activities, and our business model is made operational through Core & Clear. In short, Core means that we concentrate our efforts on the areas where we create the most value and where we possess unique competencies. Clear means that we focus on earning customer loyalty through quaility, reliability and innovation. The four focus areas: CORE & CLEAR PORTFOLIO means having strong leading positions globally and the core businesses being positioned as number one or two in the markets FREE & AGILE means ensuring the Group’s ability to rapidly adapt to market developments and having a flexible and competitive supply chain PASSION & PERFORMANCE means building capabilities and engagement to drive strong performance and execute on the Danfoss strategy CUSTOMER & INNOVATION means providing value to customers by delivering on our promise of quality, reliability, and innovation based on customer needs 16 Annual Report 2015 · The Danfoss GroupTHE CORE & CLEAR STRATEGY Our promise: Earn customer loyalty through excellence in QUALITY RELIABILITY INNOVATION The Danfoss strategy Core & Clear is founded in four overarching focus areas, each representing one of the Group’s strategic priorities to deliver on our promise to our customers. • We have few, strategic bold adjacencies. Over time, these adjacencies shall mature, grow and be transferred to our core businesses. • We have a strong focus on continuously The four focus areas: Core & Clear Portfolio, Free & Agile, Customer & Innovation and Passion & Performance. Core & clear portfolio Core & Clear Portfolio is about having strong, leading positions globally with the core businesses being positioned as number one or two in their markets. This is achieved through organic growth as well as acquisitions of well-performing companies. Besides the core businesses, focus is on a few, strategic businesses adjacent to the core, and on strong globalization of the businesses. 3 key priorities: • We have made acquisitions as well as divestments to build a portfolio of core businesses in market-leading positions, and acquisitions will continue to contribute to accelerate profitable growth. globalizing, and positioning the business to reap scale advantages and leverage the growth opportunities in emergingn as well as mature markets. 2015 highlights New organization implemented The focus on having the core businesses positioned as number one and two in their markets has been part of Core & Clear since 2010. One important brick in this puzzle fell into place on the verge of 2015, as Danfoss made the strategic acquisition of the Finnish drives manufacturer Vacon. The Danfoss drives business, Power Electronics and Vacon, is a perfect match with complementary product and market portfolios. With this acquisition, Danfoss secured a position as one of the world’s leading players in the drives market. Moreover, the closing of the Vacon deal paved the way for establishing a new organizational structure with four strong and market- leading business segments. The reorganization into these four segments took effect from the beginning of 2015 and was implemented during the first quarter of the year. This new organization is tailored to empower the business segments to execute on the Get Going part of the Core & Clear journey. The four business segments are: Danfoss Power Solutions, Danfoss Cooling, Danfoss Drives, and Danfoss Heating. Free & agile Free & Agile is about ensuring the Group’s ability to rapidly adapt to market developments and having a flexible and competitive Supply Chain. Focus is on constantly maintaining a strong free cash flow, utilizing our scale, and having a one-company approach to drive improvements and transparency. 3 key priorities: • Via Danfoss Business System programs, we are using best practice processes and standards across the Group, and our employees are enabled to minimize losses, optimize profitability, increase reliability, drive innovation, and secure high quality across the entire Supply Chain. 17 Annual Report 2015 · The Danfoss GroupTHE CORE & CLEAR STRATEGY • Solid financial performance is in the heart of the Core & Clear strategy, and we drive strong cash performance by reducing days of trade working capital, inventories and lead time and having a well-structured procurement process with a strong focus on quality and delivery. • We are using a “One Company – One Way” approach to align processes across Danfoss, by aiming for global coverage to gain maximum scale, and by outsourcing non-core activities per default. 2015 highlights Continued strong cash flow Alongside, we have launched the Get Going part of Core & Clear, where focus is on accelerating profitable growth, attention remains very much on ensuring that what we call "the Basics" are continuously improved ensuring that the Group stays agile and our foundation remains strong. In particular, we have strong focus on maintaining a constant strong free cash flow. In 2015, the Group delivered a strong cash performance of DKK 3,397m driven by reduced days of trade working capital. Inventories and lead time, procurement, and CAPEX are kept under good control. Strong cash performance allows us to invest in developing Danfoss and grow the business. Safety first To ensure employees’ health and safety our new global "Safety on the shop floor" program was during 2015 implemented in all factories around the world. The program contributed to the continued improvement of employee safety and the key performance indicator in measuring employee safety, the Lost Time Injury Frequency (LTIF), was improved by 22% in 2015 compared to the year before. Continued productivity improvements In 2015, Danfoss obtained substantial productivity improvements contributing to improving an already competitive and flexible supply chain. Starting out the year at already high levels, at Group level we achieved double-digit productivity improvements across our factories. Also at business segment level, for the first time all segments achieved double digit productivity improvement. At the same time, we continued to reduce complexity in the business, and improving transparency across product families and business areas. Continuing to streamline our procurement activities, we have further reduced the number of suppliers to bring benefits in the form of closer cooperation, less complexity, better quality, faster delivery, and better prices. Customer & innovation Customer & Innovation is about providing value to customers by delivering on our promise of quality, reliability and innovation. We constantly focus on what matters most for our customers and what value Danfoss can offer. We do so by using our in-depth application knowledge, understanding our customers’ needs, being easy to do business with and innovating products that drive differentiation. 3 key priorities: • To further accelerate growth we invest in opportunities with high potential in the business segments, geographical areas, and across segments. • Quality and delivery are what matter most to our customers. Therefore, 18 Annual Report 2015 · The Danfoss GroupTHE CORE & CLEAR STRATEGY The Core & Clear tracks: Core & Clear is executed in different tracks: GET GOING GET THE BASICS RIGHT 2010 2014 2017 Get the Basics Right Get the Basics Right provides a strong and scalable foundation for all activities in Danfoss. Focus is on what we call our "engine room", e.g. high quality, on-time deliveries, less complexity, improved customer focus, optimized procurement, improved and more fine-tuned processes everywhere in the organization. Get Going Get Going has a strong focus on accelerating profitable growth by taking market share; what we call building a powerful sales machine including having leading business positions, a strong brand, an innovation pipeline with growth impact, and investing in the best opportunities for growth. we strive to always improve on these key parameters, using systematic approaches and common best practice processes. • We see innovation as a way to drive profitable growth, and product technologies relevant to the core businesses are systematically sourced, developed and shared across Danfoss. 2015 highlights Digitalization driving innovation For Danfoss, 2015 marked a temporary peak of a new innovation era with digitalization as a key lever, and across all four business segments we launched several new products utilizing the benefits of connectivity, software and big data. One example is the digital actuator NovoCon®. The digital actuator connects the heating or cooling system to the building management systems creating a perfect connection between superior hydronic performance and building automation. The benefits of this digital solution are time savings during installation, remote commissioning and fine tuning, access to system data, and remote identification of valve blockages or installation errors. We also launched a new electro- hydraulic steering solution for off- highway machinery called PVED-CLS; the industry’s first intelligent steering option with full safety integration. Being directly connected with GPS and by using sensors, this steering solution ensures precise, unwavering drive trajectories, and with this automation comes easier operation, higher productivity and reduced driver fatigue. A third example was the introduction of Danfoss Link™ system that provides intelligent and energy-efficient heating solutions for smart home heating. The system can be controlled via your smartphone, and it automatically regulates and controls the temperature for radiators and floor heating to provide perfect indoor comfort for homeowners while reducing overall heating costs. Acquisitions of innovative technologies During the year, we have successfully landed strategic acquisitions of innovative technologies. We acquired 30% of the American software company LineStream Technologies Inc. LineStream produces software-controlled solutions for the automation sector. With the investment, Danfoss and LineStream enter into a partnership, which will simplify commissioning of Danfoss’ frequency converters and improve performance. Furthermore, we acquired the Dutch software company Advitronic Engineering B.V. Advitronic Engineering is an investment in capabilities related to connectivity and Internet of Things, and this investment will strengthen our business and position within the food retail industry and smart store solutions for supermarkets worldwide. Quality taken to the next level We invest significantly to stay at the forefront of global engineering and quality standards. A key element of this journey is for all business areas to comply with the ISO/TS16949 quality standard. This is one of the world’s strictest quality standards. In 2015, another 19 Danfoss factories achieved the goal. In total, 38 factories are now fully compliant. This achievement marks a significant milestone in the roll-out as three business segments, Danfoss Cooling, Danfoss Drives, and Danfoss Heating are now compliant with the standard requirements. Danfoss Power Solutions will be fully compliant by the end of 2016. 19 Annual Report 2015 · The Danfoss GroupTHE CORE & CLEAR STRATEGY Passion & performance We want Danfoss to be a great and safe place to work. And Passion & Performance is about building capabilities and engagement to drive strong performance and execute on the Danfoss strategy. Focus is on a strong performance orientation, common processes and tools, a systematic development of competencies creating a high level of engagement, and at the same time improved performance. 3 key priorities: • Our employees are our most important asset, and we drive passion and performance through leadership, diversity, and winning teams. • We have solid management tools and KPIs on all relevant areas providing a fact-based foundation for decision- making across the Group. • Danfoss Business System is how we drive global coverage of best practice tools and processes. 2015 highlights Employee engagement The successful implementation of the many strategic initiatives relies strongly on engaged employees committed and capable of turning strategic direction into action and strong results. Danfoss conducts employee engagement surveys every other year, and the 2015 survey showed continued high employee engagement at 76 measured on a scale from 1 to 100; a high level compared to external benchmarks. Due to updates in the surveys over the years, results cannot be directly compared; however engagement is significantly above the score of 67 in 2007 where we started monitoring the employee engagement. Performance management Twice a year, we conduct a survey on Performance Management. Here, we measure our leaders’ ability to communicate clarity of direction and having quality dialogues in setting objectives and providing regular feedback. The survey results show that our leaders continue to have a strong focus on performance, which is critical to our success. In second half-year 2015, the survey overall result was 79 on a scale from 1 to 100. In 2010, when Core & Clear was launched, the score was 62. Employee development We have a systematic approach to developing employee competencies and talent management programs. This ensures that we have skilled employees, solid leadership, and a strong talent pipeline. In 2015, this approach to employee development was further improved by the development of a globally aligned performance management process. The new process supports the execution of the Core & Clear strategy through creating one common and simple approach towards managing performance using clear objective setting, on-going dialogues with the employees to review the objectives as well as development needs. Furthermore, the updated process enables quality in the regular dialogues continuing to create clarity of direction and engagement. 20 Annual Report 2015 · The Danfoss Group THE CORE & CLEAR STRATEGY Our aspiration: We are engineering tomorrow. We passionately push boundaries on results and reputation. Our way of working As an organization, we place our customers and employees at the center of everything we do. Our behaviors in action guide us in bringing our Core & Clear strategy to life. Earn customer loyalty Embrace diversity Go beyond the ordinary • Establish trust and respect • Think customer in everything we do • Value differences • Be inclusive We earn customer loyalty when we act to serve the customer in everything we do - no matter what our role is. We can be counted on to work with the customer always in the forefront of our minds and we strive to earn respect and trust from all our customers. We embrace diversity when we value and encourage the viewpoint, experience and knowledge of those who are different from ourselves and when we work with purpose to learn and grow as one Danfoss. • Push boundaries to innovate and continuously improve • Learn from successes as well as mistakes We go beyond the ordinary with a mindset where we strive to learn, grow and improve on a continued basis. We remain curious to explore how to improve and find ways to push ourselves to successfully fulfill our Danfoss goals and our own potential. Honor commitments Lead by example Think Danfoss • Be entrusted to take ownership • Deliver as promised • Show and encourage engagement • Role model the way • Take initiatives to leverage synergies • Support others in succeeding We honor commitments when we live up to our promises and keep our word. We honor commitments in the way we service customers, the way we keep our promises to each other as colleagues and in how we deliver our results. We lead by example when we act as role models every day and encourage others to do the same to build engagement. We lead by example when we foster a positive atmosphere at work. We think Danfoss when we think beyond our own team and seek the advantages of working across. Thinking Danfoss is an expression of our passion to succeed as one. 21 Annual Report 2015 · The Danfoss Group"Our business model is based on a strong “One Company” approach and our three distinct core competencies common to the Group’s four business segments: Leading Positions, Application Knowledge, and Innovation." 22 Annual Report 2015 · The Danfoss GroupBusiness model and segments 23 Annual Report 2015 · The Danfoss GroupOur business model The Danfoss business model is designed to drive sustainable, long-term value creation. The model is based on our distinct, core competencies driving competitive advantage, thereby creating the foundation for our four business segments to utilize global growth opportunities within infrastructure, food, climate and energy. Business model Climate Infrastructure Application knowledge Close to customers Innovation Differentiate through new technology Competitive advantage Leading positions Exploit scale Energy Food Danfoss Core Competences The business model is based on a strong “One Company” approach and our three distinct core competencies common to the Group’s four business segments: Leading Positions, Application Knowledge, and Innovation. Leading Positions In the global manufacturing industry, global reach, size, and scale matter. Therefore we must be a significant player in the markets where we operate, and it is a key element in Danfoss’ business model that our business segments hold leading positions as either number one or two in their industries. Moreover, to drive scale advantages, increased customer value, and a world-class supply chain we have developed Danfoss Business System; a systematic approach with programs to drive continuous improvements via aligned best practice processes across the Group. The Danfoss Business System programs focus on four key elements. In order of 24 Annual Report 2015 · The Danfoss Grouppriority: Safety, Quality, Delivery, and Cost. First of all, we want our employees to be safe. And a production environment characterized by a high level of safety is a prerequisite for being able to focus on increased customer value through top product quality and excellence in on-time delivery. Finally, to maintain competitiveness, we are constantly focused on improving our productivity and utilizing our scale to drive lower cost. Application Knowledge Across the Group, deep customer application knowledge and unique technical expertise are what make Danfoss stand out from our competitors. We know our customers and their applications so well that we can stay one step ahead. A key element in the Danfoss business model is our operational setup with extensive, global coverage and strong regional presence. This setup is designed to ensure local empowerment and high proximity and close cooperation with global as well as local customers. Furthermore, we invest in initiatives that enable our BUSINESS MODEL AND SEGMENTS R&D engineers to turn their deep knowhow and application understanding into customer advantages by improving the performance or enhancing our customers’ products. Innovation Innovation is in our DNA. We focus our innovation in the core; meaning that we are focused on constantly developing our technologies, products, and processes in the core businesses. It is our unique application knowledge and our ability to understand customer needs combined with access to new and advanced technologies that drive our innovation. Further, we innovate to differentiate, and we develope and acquire new technologies to drive strong differentiation. We want to provide our customers with solutions they are going to need tomorrow - thereby putting them in a better position. The Danfoss Growth Themes Our business model focuses on utilizing global opportunities within our four growth themes: infrastructure, food, energy and climate. The four themes are linked to our business model as overall themes driving future global growth opportunities for Danfoss – and at the same time areas where Danfoss makes a difference and why what we do matters. INFRASTRUCTURE By 2030, a further 1.5 billion people will live in cities. The demand for infrastructure to support this is massive. We help build the roads, buildings and energy systems for the world’s growing cities and support progress for people, communities and businesses across the world. A well-functioning infrastructure is the vehicle for transforming low and middle income countries into emerging or developing nations. Our solutions are fit for developing the cities of tomorrow. ENERGY No matter what we produce, the goal is to optimize performance, increase efficiency and minimize waste. This means that today we are a world leader in the field of energy-efficient technologies that enable our customers and society as a whole to get more from less. Energy that we don’t use doesn’t pollute and doesn’t cost money. By picking the low-hanging fruits that energy-efficient technologies offer, we can meet the growing energy demand, boost the economy and afford renewable energy sources. FOOD We help meet the constant need for more and better food by improving agricultural productivity and keeping food fresh all the way to consumers in the most efficient and safe way with minimum waste. Our products are everywhere, whether you look in a grain harvester, at the workings of the cold room and conveyor belt at a slaughterhouse or behind the refrigeration counters of a supermarket. CLIMATE Danfoss combines a comfortable and healthy indoor climate with energy and cost savings, and protection of the environment. Danfoss supplies technology for renewable energy within wind, solar and automotive. While meeting the global climate challenge, Danfoss’ products also contribute to human productivity and well-being indoors by optimizing heating, ventilation and air conditioning systems to suit individual needs and lifestyles. 25 Annual Report 2015 · The Danfoss GroupBUSINESS MODEL AND SEGMENTS Danfoss Power Solutions Danfoss Power Solutions is one of the world’s leading players in the mobile hydraulics market. The business segment is highly specialized in mobile hydraulics and provides world-class solutions for the construction, agriculture, and other off-highway vehicle markets. Solutions As one of the industry’s largest players, Danfoss Power Solutions works in partnership with its customers to design, manufacture and sell a complete range of engineered hydraulic and electronic components – all optimized for system solutions – including hydrostatic transmissions, mobile electronics and software, orbital motors, steering components and proportional valves. Power Solutions’ proven competencies continue to provide industry-leading products to push, pull, propel, lift, haul, harvest and more, with the precision, power density, and efficiency only hydraulics can provide. Customers and industries Power Solutions provides innovative products and solutions to OEMs (original equipment manufacturers) and distributors for market segments such as agriculture, construction, road building, material handling, turf care and specialty markets. Power Solutions components and solutions are found in applications like backhoe loaders, wheel loaders, excavators, skid steer loaders, concrete pumps, rollers, pavers, road graders, cranes, aerial lifts, fork lift trucks, telehandlers, tractors, agricultural sprayers, combines, snow clearing, street sweepers, forestry equipment and lawn mowers. Innovative industry pioneer Power Solutions is an industry pioneer in a mature market. The business segment introduced the first hydrostatic transmissions, orbital motors, steering units and load-sensing proportional valves. Today, seamless integration of electronics, software and hydraulics results in optimized total machine management. Danfoss Power Solutions continuously invests in research and development activities that support its identified growth opportunities. These growth opportunities include areas like seamlessly integrated electronic controls, telematics, electrification and other intelligent solutions. Key facts 5,792 employees Sales activities in more than 80 countries 18 factories in 10 countries In 2015, Power Solutions’ net sales amounted to DKK 11.6bn Net sales 31%of the Danfoss Group’s net sales Top 3 regions NORTH AMERICA WESTERN EUROPE ASIA- PACIFIC 26 Annual Report 2015 · The Danfoss GroupBUSINESS MODEL AND SEGMENTS Danfoss Cooling Danfoss Cooling is a leading player in the air-conditioning and refrigeration industry with the most complete offering. The business segment is an industry frontrunner in energy-efficient engineering and strong application expertise within commercial refrigeration, industrial refrigeration, air-conditioning, and supermarket refrigeration. Solutions With more than 10,000 components, including compressors, valves, sensors and heat exchangers, Danfoss Cooling provides its customers with innovative, energy-saving and precise control solutions. The business segment supplies components and solutions to air-conditioning systems in many different buildings like hotels, airports, shopping malls, train stations and other buildings that need energy-efficient and comfortable air conditioning. Danfoss Cooling also provides customers with solutions on a global scale within commercial, industrial and supermarket refrigeration systems. Furthermore, Danfoss Cooling is a market leader with innovative solutions like variable speed scroll compressors and the pioneering Danfoss Turbocor oil-free compressors. Customers and industries Danfoss Cooling sells its products via original equipment manufacturers (OEMs), wholesalers, contractors and installers, and in food retail, the segment also sells service oriented solutions directly to the end-users. The segment offers solutions to typical air conditioning applications like chillers and rooftop air-conditioning systems in commercial and residential buildings. Danfoss Cooling also targets the food and beverage industry, supermarkets with total store solutions, and makes cold storage and cold room solutions for the industrial refrigeration market. Moreover, Danfoss Cooling plays an important role in refrigerated transportation, refrigerated food processing applications - for example dairies, breweries, slaughterhouses, fisheries, as well as water treatment. Strong foundation for growth Danfoss Cooling has a very strong market position due to broad product solutions and global presence. The segment addresses the global need for safe, reliable and energy-efficient refrigeration and air conditioning. Danfoss identified growth themes, namely infrastructure, food, climate, and energy also drive demand for Danfoss Cooling solutions. Leveraging on the cooling application expertise, the segment continuously develops new solutions to introduce new technologies e.g. within connectivity, new refrigerants, the game-changing Turbocor oil-free compressor technology and the segment’s unique innovative heat exchanger technology. Key facts 5,890 employees Sales activities in more than 100 countries 11 factories in 8 countries In 2015, Danfoss Cooling net sales amounted to DKK 10.8bn Net sales 28%of the Danfoss Group’s net sales Top 3 regions NORTH AMERICA WESTERN EUROPE ASIA- PACIFIC 27 Annual Report 2015 · The Danfoss Group BUSINESS MODEL AND SEGMENTS Danfoss Drives Danfoss Drives is a leading player in the market for low voltage AC drives. The key competitive advantage for Danfoss Drives is unique expertise and application knowledge, and Danfoss Drives is driven by passion to develop, manufacture and sell the best AC drives in the world and provide customers with efficient product lifecycle services. Key facts 4,811 employees Sales activities in 80 countries 13 factories in 7 countries In 2015, Danfoss Drives’ net sales amounted to DKK 9.8bn. Net sales 26%of the Danfoss Group’s net sales Top 3 regions NORTH AMERICA WESTERN EUROPE ASIA- PACIFIC Solutions AC drives enable optimal process control and energy-efficient speed control of electric motors. AC drives are used, for example, in pumps, fans, elevators, escalators, conveyors and compressors. Danfoss Drives solutions also play a key role when energy is produced from renewable sources. The segments technology allows significant energy savings to be obtained and clean energy to be produced from renewable sources, such as wind. Danfoss Silicon Power is also part of the Danfoss Drives business segment. It develops and manufactures power modules and stacks for automotive, renewable and industrial applications. Customers and industries Danfoss Drives supplies AC drives to nearly all industry segments and to civil engineering projects. Typical customer sectors include food & beverage, refrigeration, machine manufacturing, water treatment, building automation, marine and offshore, renewable energy generation, and mining as well as elevators and escalators, heating, ventilation, and air-conditioning (HVAC) systems. Danfoss Drives sells its products via multiple sales channels and directly to end-users. Growth potential in drives The outlook for long-term growth in the AC drives market is positive. The growth potential in the market can be seen in the fields which are also the Danfoss growth themes, namely infrastructure, food, energy and climate. Increased energy- efficiency from using AC drives is key to achieving a more sustainable energy usage of tomorrow. Moreover, the efficient use of energy is a precondition for global growth and increased prosperity. 28 Annual Report 2015 · The Danfoss GroupBUSINESS MODEL AND SEGMENTS Danfoss Heating Danfoss Heating is a key player within the heating industry. The business segment is leading in a number of advanced heating components and systems that deliver comfort and energy efficiency and enhanced heating performance in residential and commercial buildings as well as in district energy systems. Solutions Danfoss Heating supplies heating components and systems within residential heating, commercial heating, and district energy for optimal comfort while reducing energy consumption. Within each business area, Danfoss Heating is a leading player and offers a wide range of energy efficiency solutions to customers globally. The products and solutions from Danfoss Heating do not only deliver superior performance and value today, but also create a sustainable platform for tomorrow to meet pressing demands for energy efficiency. Customers and industries Typical customer applications include district heating and cooling applications, hydronic balancing of systems, hydronic or electric floor heating, heat pumps, oil burner components and self-acting or connected radiator thermostats. Danfoss Heating works in both the electrical and hydronic channels with distributors, HVAC designers and original equipment manufacturers (OEMs), and is active in reaching end-consumers and installers through a mix of channels. Danfoss Heating plays an important role in district energy systems and offers complete solutions, ranging from critical components, substations, monitoring, and service. Danfoss Heating delivers one of the broadest and strongest product ranges in the industry within residential buildings. Danfoss Heating is one of the leading hydronic experts in the commercial domain and works closely with building management companies, designers, and installers to ensure optimal balancing and energy efficiency in e.g. office buildings, schools, and hotels. High potential linked to growth themes The emergence of climate and energy as a political priority has spurred an increased interest in district heating and cooling as well as energy efficiency gains to be realized within buildings. Following COP21 in Paris, the 196 countries being part of the agreement to limit global warming have submitted plans for how they will contribute to this green transition. Several of these plans include initiatives to increase energy efficiency e.g. via district energy systems. Danfoss Heating strongly supports and actively engages in the development of new energy models that will make energy systems more secure, competitive and sustainable in the long run to address climate change and air pollution. Key facts 3,948 employees Sales activities in more than 100 countries 19 factories in 11 countries In 2015, Danfoss Heating’s net sales amounted to DKK 5.8bn. Net sales 15%of the Danfoss Group’s net sales Top 3 regions EASTERN EUROPE WESTERN EUROPE ASIA- PACIFIC 29 Annual Report 2015 · The Danfoss Group "Overall, the need for new infrastructure, efficient food supply, energy efficiency and climate-friendly solutions remained the overall drivers of the demand for Danfoss technologies." 30 Annual Report 2015 · The Danfoss GroupFinancial review and outlook 31 Annual Report 2015 · The Danfoss GroupFINANCIAL HIGHLIGHTS DKKm PROFIT AND LOSS ACCOUNTS Net sales Operating profit before depreciation, amortization, impairment and other operating income and expenses etc. Operating profit before depreciation, amortization and impairment (EBITDA) Operating profit excl. other operating income and expenses etc. Share of profit from associates and joint ventures after tax Operating profit (EBIT) Financial items, net Profit before tax from continuing operations Profit from discontinued operations Net profit BALANCE SHEET Total non-current assets Total assets Total shareholders' equity Net interest-bearing debt Net assets CASH FLOW STATEMENT Cash flow from operating activities Cash flow from investing activities Acquisition of intangible assets and property, plant and equipment Acquisition of subsidiaries and activities Acquisition (-)/sale of other investments etc. Free cash flow Free cash flow before M&A Cash flow from financing activities NUMBER OF EMPLOYEES Number of employees FINANCIAL RATIOS Local currency growth (%) EBITDA margin excl. other operating income etc. (%) EBITDA margin (%) EBIT margin excl. other operating income etc. (%) EBIT margin (%) Return on invested capital (ROIC) Return on invested capital (ROIC) after tax Return on equity (%) Equity ratio (%) Leverage ratio (%) Net interest bearing debt to EBITDA ratio Dividend pay-out Ratio (%) Dividend per 100 DKK share 2011 2012 2013 2014 2015 33,904 34,007 33,628 34,375 38,031 5,327 5,941 3,653 16 4,242 -1,024 3,218 -931 1,314 17,422 28,124 12,597 4,634 17,037 3,359 -209 -1,220 1,106 -95 3,150 2,078 -2,530 5,454 5,750 3,729 -2 3,767 -421 3,372 0 2,339 17,038 27,768 14,193 2,691 16,775 4,245 -1,321 -1,169 -191 39 2,924 3,019 -2,779 5,549 5,304 3,870 8 3,624 -369 3,255 0 2,285 16,052 26,116 11,443 4,116 15,476 4,444 -917 -1,004 0 87 3,527 3,513 -3,623 6,079 5,661 4,356 -187 3,925 -449 3,476 0 2,290 25,822 36,883 13,242 11,439 22,432 4,351 -10,576 -996 -7,377 -2,203 -6,225 3,389 6,194 6,148 6,021 4,235 67 4,097 -356 3,741 0 2,597 26,168 37,219 15,424 9,640 22,613 4,667 -1,619 -1,176 -223 -220 3,048 3,397 -3,416 23,430 23,092 22,463 24,117 23,420 8 15.7 17.5 10.8 12.5 23.1 17.5 9.0 44.8 36.8 0.8 25.0 31.5 -3 16.0 16.9 11.0 11.1 21.4 15.2 17.8 51.1 19.0 0.5 17.1 39.2 2 16.5 15.8 11.5 10.8 22.2 15.9 18.2 43.8 36.0 0.8 35.0 78.3 5 17.7 16.5 12.7 11.4 19.4 13.2 18.4 35.9 86.4 2.0 21.8 48.9 5 16.2 15.8 11.1 10.8 16.3 11.4 17.6 41.4 62.5 1.6 20.4 51.8 In situations where the ratios have been defined according to "Recommendations & Key Figures 2015", as prepared by the Danish Association of Financial Analysts, the ratios are computed according to these definitions. 32 Annual Report 2015 · The Danfoss Group Financial review In 2015, for the Group, net sales were at DKK 38,031m against DKK 34,375m in the same period last year. The improvement corresponds to 11% growth. In local currency, growth was 5%. EBIT was DKK 4,097m against DKK 3,925m last year, which is 4% above last year. Net profit was at DKK 2,597m record-high and 13% above last year. The free cash flow before M&A was DKK 3,397m against DKK 3,389m in the year-earlier period. In 2015, the Danfoss Group increased its net sales to DKK 38,031m against DKK 34,375m in 2014, corresponding to an 11% improvement, making 2015 a record year in terms of reported net sales. In local currency, the net sales growth was 5%. Across the Group’s four business segments (Danfoss Power Solutions, Danfoss Cooling, Danfoss Drives, and Danfoss Heating), the year was characterized by varying sales performance. The varying performance reflected the overall continued global low-growth environment and the generally very mixed market conditions; however, it also demonstrated the natural diversification effect at Group level. Part of the aim of our Core & Clear strategy is to strengthen the core businesses via organic sales growth and acquisitions of well- performing companies. Accordingly, both organic growth and acquisitive growth are key elements in driving long-term value creation and we measure growth including both elements. In December 2014, Danfoss acquired the Finnish drives manufacturer Vacon. Consequently, the additional sales from this acquisition have also contributed to lifting the Group’s net sales in 2015. Furthermore, compared to 2014, changes in exchange rates, driven by appreciation of the US dollar, continued to have a positive impact on the top line of approximately 6%. Net sales / bn DKK 40 38 36 34 32 30 2011 2012 2013 2014 2015 In conclusion, in 2015, the Danfoss Group delivered sales performance in line with expectations. Market trends The need for new infrastructure, efficient food supply, energy efficiency and climate-friendly solutions remained the overall drivers of the demand for Danfoss technologies. In particular, the globally increasing awareness of the potential in energy efficiency and the need for creating more sustainable and climate-friendly energy systems were strong market drivers. However, as mentioned above, the global, overall market conditions continued to be characterized by low growth, and the business environment was mixed across markets and regions. Most significantly, the mobile hydraulics market, where Danfoss Power Solutions operates, was down due to lower construction activity and low crop prices. As expected, the business environment in Russia remained difficult, and the Chinese market continued to slow down. Conversely, high growth potential countries like Mexico, India, and Turkey continued with strong growth, and also markets in the US and Europe showed a positive trend in 2015. Thus, for the Danfoss Group, the year confirmed the overall global trend of a change in the macroeconomic scenario. Major emerging markets like Russia and Brazil have declined, while China has slowed down and at the same time growth momentum seems to be gradually building in some of the more mature regions and new emerging economies. In Europe, market conditions varied. In the Eastern European region, in the areas outside Russia, the growth momentum increased during the year, driven by improved performance in the Danfoss Heating and Danfoss Drives business segments. In Russia, the activity level continued to be significantly impacted by the economic downturn, and market conditions remained difficult. The volatility in the Russian market continued to be high and closely related to the fluctuations of the Ruble and oil prices. Consequently, net sales in Russia measured in DKK dropped significantly compared to last year. Danfoss’ strategy in 33 Annual Report 2015 · The Danfoss GroupFINANCIAL REVIEW AND OUTLOOK Key figures DKKm 2014 2015 Income statement Net sales EBIT Net profit Balance sheet Intangible fixed assets Property, plant and equipment Total assets 34,375 3,925 2,290 15,732 6,558 36,883 38,031 4,097 2,597 16,046 6,682 37,219 Other information Net investment excluding M&A Depreciation/amortization/Impairment 996 1,738 1,176 1,926 Number of employees Number of employees Key figures EBIT margin 24,117 23,420 11.4 10.8 Russia is to persist and defend the strong market position, and in local currency, sales in Russia were close to the level of 2014. For the whole Eastern European region sales grew by 6% in local currency. The Western European region grew by 9% in local currency. During the year, the most significant market change in the region took place in the Southern European countries, in particular in Spain, where a positive growth trend has emerged, mainly driven by improved sales performance in the Danfoss Cooling business segment. In the Americas, except for a downturn in the mobile hydraulics market impacting the Power Solutions business segment, 2015 was a good year for Danfoss. In the North America region, the Danfoss Drives business segment, in particular, continued to drive strong sales growth, while also Danfoss Cooling benefitted from the overall positive trend in the US economy. For the Danfoss Power Solutions business segment, however, the sales in the region declined. Consequently, at Group level, net sales in local currency in North America continued to be at level with last year. However, excluding Danfoss Power Solutions the growth was double-digit in local currency. In Latin America, sales were 7% above last year in local currency, driven by strong sales growth in markets like Mexico, Argentina and Chile whereas sales in Brazil declined. In Asia-Pacific, growth was 4% in local currency compared to the same period last year. In 2015, the business environment in the region was impacted by the Chinese economy’s continuing slowdown, which has led to varying activity levels across sectors within China. To some extent this also affected the Asia- Pacific markets outside China. As a result the Danfoss business segments faced mixed business conditions in the region and for the Group sales in China declined. Especially Danfoss Power Solutions and Danfoss Heating have been impacted by lower activity in the construction sector. On the other hand, the Group’s targeted investments in India continued to pay off with a significant positive momentum with high double digit sales growth in local currency. In Africa and the Middle East region, sales grew by 14% mostly driven by a continued strong sales momentum in Turkey. Earnings In 2015, EBIT excluding other operating income and expenses amounted to DKK 4,235m against DKK 4,356m in 2014. Earnings are compared to 2014, impacted by a combination of factors, such as a slightly lower gross profit margin due to the current market conditions for some of the business segments, and Danfoss spending relatively more on R&D related activities, and sales and distribution, while administrative expenses were maintained at the same relative ratio as in 2014. Compared to 2014, the Group’s earnings were impacted by integration costs, including purchase price allocations and amotizations related to the first year of Vacon ownership. Share of profit from associates and joint ventures after tax contributed in 2015 with DKK 67m against DKK -187m in 2014. Danfoss acquired 20% of SMA, the German producer of Solar Inverters in 2014. SMA was loss-making in 2014 but has recovered again in 2015 after finishing the restructuring announced at the end of 2014, hence affecting Danfoss’ share of profits from associates positively compared to 2014. EBIT / bn DKK Gains from divestments 4.4 4.2 4.0 3.8 3.6 3.4 3.2 3.0 2011 2012 2013 2014 2015 34 Annual Report 2015 · The Danfoss Group FINANCIAL REVIEW AND OUTLOOK EBIT amounted to DKK 4,097m, against DKK 3,925m last year, which is equal to an increase of 4%. Financial items totaled an expense of DKK 356m, against an expense of DKK 449m in 2014 and the reduction is mainly due to fewer negative currency adjustments concerning Rubles compared to 2014. Compared to last year, interests increased due to the financing of the acquisition of Vacon. Thus, profit before tax increased by 8% to DKK 3,741m. Net profit increased to the record-level of DKK 2,597m against DKK 2,290m in 2014. This is equal to an improvement of 13%. Consequently, net profit grew slightly faster than net sales in 2015. The main drivers of the improved net profit were an increase in EBIT, reduced financial expenses, and a lower effective tax rate compared to 2014. In conclusion, the Group delivered satisfactory earnings. Balance sheet Total assets amounted to DKK 37,219m against DKK 36,883m last year. Total assets were impacted by foreign exchange changes mainly on the US dollar, by approximately DKK 1.1bn and approximately DKK 300m from acquisitions. On the other hand cash and purchace price amortizations reduced the balance sheet by DKK 900m. The US dollar effect mainly affects Goodwill, Property, Plant and Equipment. Inventories and receivables increased slightly; however as a percentage of net sales (activity level) the ratio was reduced compared to last year by approximately 1% point. The Group’s equity stood at DKK 15,424m at December 31, 2015, compared to DKK 13,242m at December 31, 2014. The increase is mainly due to accumulated profits for the year and resulted in an improvement of the equity ratio to 41.4% against 35.9% last year. Net interest bearing debt / bn DKK 12 10 8 6 4 2 0 2011 2012 2013 2014 2015 The return on equity was 17.6% compared to 18.4% in 2014. The decline was a result of a higher equity due to accumulated earnings and a positive currency impact. During the second half of 2015 net interest-bearing debt was brought down by strong positive cash flows, and stood at DKK 9,640m at December 31, 2015, compared to DKK 11,439m at the same time last year. The level of debt at December 31, 2015 is equal to 1.6 × EBITDA of the last four quarters compared to the level of 2.0 × EBITDA at the same time last year. In conclusion, the debt level is well within the Group’s target range of 0 to 2 times EBITDA of the last four quarters. The Group management considers the level of debt to be satisfactory. Interest-bearing debt included DKK 9,280m (97%) noncurrent debt maturing after more than 12 months. At December 31, 2015, the Group had unutilized and long-term committed credit facilities of DKK 8.2bn. In addition to this, Danfoss had cash and cash equivalents and ordinary operating credits. Cash flow statement The Danfoss Group’s free cash flow was positive with DKK 3,048 m in 2015 against DKK -6,225m last year. In 2014 Danfoss acquired Vacon Plc. The Group’s free cash flow before mergers and acquisitions was maintained at a high level of DKK 3,397m, against DKK 3,389m in 2014. The Group cash flow was driven by an increase in cash flow generated from operations, whereas net investments were higher than last year. Cash flow from financing activities was mainly affected by the repayment of loans related to the Vacon acquisition. Innovation In 2015, Danfoss continued its high level of investments in research and development of new products and technologies. The Group’s innovation activities were concentrated around digitalization of the portfolio and on developing energy- efficient and performance-enhancing solutions in the Group’s core business areas. The Danfoss Group spent DKK 1,607m on product development in 2015, compared to DKK 1,331m in 2014. Measured as a percentage of sales, investment was 4.2% against 3.9% in 2014. During the year, Danfoss filed 166 new patent applications, and 225 patents were granted to the Group. At December 31, 2015, the Group had 1,381 patents. Employees The Danfoss Group had 23,420 employees at December 31, 2015, compared to 24,117 at the year-earlier date. 35 Annual Report 2015 · The Danfoss GroupFINANCIAL REVIEW AND OUTLOOK Danfoss Power Solutions For Danfoss Power Solutions, 2015 was characterized by a declining mobile hydraulics market; however, considering the challenging market situation the segment maintained good performance Net sales / bn DKK 14 12 10 8 6 4 2 0 2011 2012 2013 2014 2015 Key figures DKKm Income statement Net sales Segment EBIT* Balance sheet Intangible fixed assets Property, plant and equipment Total assets Other information Net investment excluding M&A Depreciation/amortization/Impairment Key figures Segment EBIT margin 2014 2015 11,406 1,703 11,566 1,579 4,045 1,903 8,838 355 756 4,008 1,445 8,334 334 742 14.9 13.6 * Segment EBIT excluding corporate costs not allocated to segments 36 Throughout 2015, Danfoss Power Solutions experienced difficult market conditions. The global mobile hydraulics market has been significantly impacted by the downturn in the agricultural market and also the weakening construction and oil and gas markets in both the US and Europe. Furthermore, the Chinese mobile industry market and the distribution business in the US decreased significantly during the year. Consequently, the business segment’s net sales declined in most regions. In North America, net sales were, due to the appreciation of the US dollar, slightly above the same period last year. However, in local currency, net sales were below last year in particular due to weakening of the agricultural and construction markets in the US. In China, net sales also declined significantly following the downturn of the construction and road building business. On the other hand, the business segment saw growth in the other parts of Asia-Pacific region. And, also, in parts of Europe the segment recorded some growth. Financial development The business segment’s net sales amounted to DKK 11,566m, against DKK 11,406m in 2014, equal to a sales decline of -8% in local currency and an increase of 1% in DKK. The sales decline in local currency reflected the soft market conditions in 2015. In 2015, Segment EBIT (excluding corporate costs not allocated to the business segment) amounted to DKK 1,579m, against DKK 1,703m last year. The lower sales in local currency are the main reason for the lower earnings; however impact was reduced by the segments continued focus on procurement savings, productivity improvements as well as keeping good control of costs. Annual Report 2015 · The Danfoss Group Danfoss Cooling In 2015, profitability in Danfoss Cooling ended well above last year driven by the increased sales in several regions. FINANCIAL REVIEW AND OUTLOOK For Danfoss Cooling, 2015 was a good year characterized by continued strong performance. Currency fluctuations had a positive impact on the segment’s sales, but also in local currency sales were above last year. The business segment’s net sales increased in 2015 especially in the markets for refrigeration and airconditioning controls, commercial compressors and heat exchangers. From a regional market point of view, the market conditions varied. In North America, the segment saw significant growth driven by a combination of the appreciation of the US dollar and increased momentum in the US economy in general. In Europe, the business segment saw more mixed market conditions with good growth momentum in the Eastern and Southern parts of the region. In Asia-Pacific, the pattern of mixed markets also led to slightly declining sales in some parts of the region, while the segment recorded double digit growth in India. Finally, the increased focus Africa and Middle East region also resulted in growth. Financial development The business segment’s net sales amounted to DKK 10,796m, against DKK 9,959m in 2014, equal to a sales growth of 3% in local currency and 8% in DKK. In 2015, Segment EBIT (excluding corporate costs not allocated to the business segment) amounted to DKK 1,533m, against DKK 1,349m last year. The main reasons for the positive development were the increased sales, as well as procurement savings, and continued productivity improvements. Net sales / bn DKK 14 12 10 8 6 4 2 0 2011 2012 2013 2014 2015 Key figures DKKm Income statement Net sales Segment EBIT* Balance sheet Intangible fixed assets Property, plant and equipment Total assets Other information Net investment excluding M&A Depreciation/amortization/Impairment 2014 2015 9,959 1,349 2,039 715 5,480 123 266 10,796 1,533 2,245 673 5,952 140 261 Key figures Segment EBIT margin 13.5 14.1 * Segment EBIT excluding corporate costs not allocated to segments 37 Annual Report 2015 · The Danfoss Group FINANCIAL REVIEW AND OUTLOOK Danfoss Drives Danfoss Drives had a good 2015. Despite the ongoing merger activities the segment managed to keep a firm focus on maintaining high performance Net sales / bn DKK 14 12 10 8 6 4 2 0 2011 2012 2013 2014 2015 Key figures DKKm Income statement Net sales Segment EBIT* Balance sheet Intangible fixed assets Property, plant and equipment Total assets Other information Net investment excluding M&A Depreciation/amortization/Impairment Key figures Segment EBIT margin 2014 2015 6,478 441 9,775 963 7,758 768 13,100 132 236 7,628 726 13,070 161 452 6.8 9.8 * Segment EBIT excluding corporate costs not allocated to segments 38 In December 2014, Danfoss acquired the Finnish drives manufacturer Vacon. Following the acquisition, Vacon and the former Danfoss drives business, Power Electronics, were merged, creating the new business segment; Danfoss Drives. And the first year has gone well for Danfoss Drives. The segment has managed to maintain strong focus on serving the customers while the merger activities have been planned and executed in a staged and prioritized manner. During the year, the business segment gained more market share in spite of the merger activities and in general low-growth conditions in the drives market. The business segment’s net sales increased in 2015 in key industries. From a regional point of view, Danfoss Drives recorded the highest growth rates in India and Asia-Pacific. But, also, several parts of Europe and North America showed growth. Financial performance The business segment’s net sales amounted to DKK 9,775m, against DKK 6,478m in 2014. The additional sales from the acquisition of Vacon have contributed significantly to lifting the business segment’s net sales in 2015. Including sales from Vacon, the business segment had growth of 44% in local currency and 51% in DKK. In 2015, Segment EBIT (excluding corporate costs not allocated to the business segment) amounted to DKK 963m, against DKK 441m last year, although 2015 was negatively impacted by one- off costs related to the acquisition of Vacon. The main reason for the increase is the incorporation of Vacon. Furthermore, the successful transfer of the former Danfoss solar inverter business to German SMA solar technology AG, as well as increased sales, procurement savings from the consolidated spend, and continued productivity improvements contributed to the increased earnings. Annual Report 2015 · The Danfoss Group Danfoss Heating For Danfoss Heating, 2015 was characterized by good growth momentum in several parts of Europe, while Russia remained a challenge FINANCIAL REVIEW AND OUTLOOK 2015 was a year of mixed market conditions for Danfoss Heating. With Russia being one of the key markets for Danfoss Heating, especially in the district heating business, the difficult business environment in the region continued to be the key challenge for the business segment. However, despite the market slowdown in the region, the demand for energy and cost efficiency in Russia remains high. Danfoss Heating managed to maintain a strong position in Russia and continued the development of its business in the region and support to local customers, as the demand for energy and cost efficiency in Russia remains significant. In China, the heating market was relatively challenging as the business environment in the region was impacted by the continued slowdown in the Chinese economy. In Europe, Danfoss Heating saw positive growth trends in most countries. The increased momentum in Europe to some extent counterbalanced the negative sales development in Russia and China. The business segment recorded the highest growth rates in the Northern and Eastern parts of Europe. Financial performance The business segment’s net sales amounted to DKK 5,821m, against DKK 6,203m in 2014, equal to a sales decline of -1% in local currency and -6% in DKK. The sales decline primarily reflects the difficult market conditions in Russia. In 2015, Segment EBIT (excluding corporate costs not allocated to the business segment) amounted to DKK 740m, against DKK 1,105m last year. The lower sales, but also intensified price pressure in several markets, were the main reason for the lower earnings. However, the impact was reduced by the segments continued focus on productivity improvements and efficiency programs across the value chain as well as good control of the fixed expenses. Net sales / bn DKK 14 12 10 8 6 4 2 0 2011 2012 2013 2014 2015 Key figures DKKm Income statement Net sales Segment EBIT* Balance sheet Intangible fixed assets Property, plant and equipment Total assets Other information Net investment excluding M&A Depreciation/amortization/Impairment 2014 2015 6,203 1,105 1,711 400 3,630 122 142 5,821 740 1,836 390 3,667 90 128 Key figures Segment EBIT margin 17.6 12.6 * Segment EBIT excluding corporate costs not allocated to segments 39 Annual Report 2015 · The Danfoss Group FINANCIAL REVIEW AND OUTLOOK FINANCIAL HIGHLIGHTS, QUARTERLY DKKm Q1 2014 Q2 2014 Q3 2014 Q4 2014 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 2015 PROFIT AND LOSS ACCOUNTS Net sales Operating profit before depreciation, amortization, impairment and other operating income and expenses etc. Operating profit before depreciation, amortization and impairment (EBITDA) Operating profit excl. other income and expenses etc. Operating profit (EBIT) Financial items Profit before tax Net profit 8,303 8,617 8,784 8,670 34,375 9,385 9,854 9,483 9,309 38,031 1,401 1,450 1,802 1,426 6,079 1,411 1,556 1,749 1,432 6,148 1,341 996 913 -80 833 555 1,448 1,043 1,042 -83 959 632 1,737 1,394 1,323 -86 1,237 828 1,135 924 647 -201 447 274 5,661 4,356 3,925 -449 3,476 2,290 1,352 930 871 -87 783 509 1,481 1,070 997 -91 906 608 1,745 1,275 1,273 -132 1,141 778 1,443 960 956 -46 911 702 6,021 4,235 4,097 -356 3,741 2,597 BALANCE SHEET Total non-current assets Total assets Total shareholders’ equity Net interest-bearing debt Net assets CASH FLOW STATEMENT Cash flow from operating activities Cash flow from investing activities Acquisition of intangible assets and property, plant and equipment Acquisition of subsidiaries and activities Acquisition(-) and sale of other investments etc. Free Cash flow Free cash flow before M&A Cash flow from financing activities KEY FIGURES Local currency growth (%) EBITDA margin excl. other operating income etc. (%) EBITDA margin (%) EBIT margin excl. other operating income etc. (%) EBIT margin (%) Equity ratio (%) Leverage ratio (%) Net interest bearing debt to EBITDA ratio GEOGRAPHICAL SEGMENTS Total net sales Western Europe Eastern Europe Asia Pacific North America Latin America Africa - Middle East Total Number of employees Western Europe Eastern Europe Asia Pacific North America Latin America Africa - Middle East Total 15,760 26,436 11,946 3,913 15,785 18,029 29,064 11,783 6,639 15,953 18,737 29,811 13,030 5,874 15,796 25,822 36,883 13,242 11,439 22,432 25,822 36,883 13,242 11,439 22,432 26,561 39,341 14,762 11,300 23,754 25,994 38,533 14,602 11,519 23,799 25,689 37,538 14,856 10,350 22,847 26,168 37,219 15,424 9,640 22,613 26,168 37,219 15,424 9,640 22,613 405 -178 -215 0 37 227 228 -490 8 16.9 16.2 12.0 11.0 45.2 32.8 0.7 3,436 743 1,431 2,054 437 202 8,303 9,133 3,893 4,868 3,058 1,227 107 22,286 1,071 -2,673 -456 0 -2,217 -1,602 660 1,340 3 16.8 16.8 12.1 12.1 40.5 56.3 1.2 3,291 904 1,629 2,100 456 237 8,617 9,069 3,972 4,982 3,217 1,282 111 22,633 2,754 -3,593 4,351 -10,576 4,351 -10,576 -711 0 -2,882 -839 2,090 609 -996 -7,377 -2,203 -6,225 3,389 6,194 -996 -7,377 -2,203 -6,225 3,389 6,194 3 20.5 19.8 15.9 15.1 43.7 45.1 1.0 3,328 1,184 1,701 1,854 495 222 8,784 9,045 3,972 4,988 3,251 1,252 114 22,622 7 16.4 13.1 10.7 7.5 35.9 86.4 2.0 3,267 1,010 1,782 1,911 468 232 8,670 9,911 4,010 5,372 3,428 1,278 118 24,117 5 17.7 16.5 12.7 11.4 35.9 86.4 2.0 13,322 3,841 6,542 7,921 1,856 893 34,375 9,911 4,010 5,372 3,428 1,278 118 24,117 437 -242 -147 -17 -79 195 291 -304 6 15.0 14.4 9.9 9.3 37.5 76.5 2.0 3,776 679 1,705 2,511 472 242 9,385 9,724 3,996 5,336 3,432 1,286 127 23,901 1,121 -641 -359 -112 -170 480 686 -797 5 15.8 15.0 10.9 10.1 37.9 78.9 2.0 3,676 834 2,039 2,559 469 277 9,854 9,637 3,915 5,302 3,453 1,340 128 23,775 2,986 -949 -656 -111 -182 2,037 2,257 -2,347 5 18.4 18.4 13.4 13.4 39.6 69.7 1.8 3,637 1,004 2,024 2,087 470 261 9,483 9,558 3,893 5,223 3,410 1,266 138 23,488 4,667 -1,619 -1,176 -223 -220 3,048 3,397 -3,416 5 15.4 13.1 10.7 10.3 41.4 62.5 1.6 3,561 888 1,947 2,121 475 317 9,309 9,536 3,908 5,172 3,406 1,203 195 23,420 4,667 -1,619 -1,176 -223 -220 3,048 3,397 -3,416 5 16.2 15.8 11.1 10.8 41.4 62.5 1.6 14,650 3,405 7,715 9,278 1,886 1,097 38,031 9,536 3,908 5,172 3,406 1,203 195 23,420 In situations where the ratios have been defined according to "Recommendations & Key Figures 2015", as prepared by the Danish Association of Financial Analysts, the ratios are computed according to these definitions. 40 Annual Report 2015 · The Danfoss GroupOutlook 2016 FINANCIAL REVIEW AND OUTLOOK Our key focus continues to be on ensuring long-term profitability of the business by having a scalable and flexible business model, while investing in the core businesses to maintain the market position and grow by expanding market share. Based on an agile business foundation enabling quick response, we can proactively adapt to changing market conditions and new business opportunities. Overall, the outlook in regard to the development of the global economic environment remains weak; visibility is low and volatility continues to be high. For the global industrial sector, in particular, the growth projections are in general subdued. However, we do also see increasing momentum in some markets and regions like India, Turkey and Mexico, and we are in a good position to take advantage of these growth opportunities. Key factors which can impact the Group’s sales performance in 2016: • Low prices on commodity goods – such as crops, metals and oil – affecting the global agriculture, marine, oil & gas and mining sectors negatively and, potentially, impacting the activity levels in the markets where our business segments, Danfoss Power Solutions and Danfoss Drives, are operating. • Continued volatility and fluctuations in foreign exchange rates may have a negative effect on sales. • The Group’s continued strategic initiatives to accelerate profitable growth and investments in markets with high growth potential are well underway and expected to generate a positive impact on the market share development. Impact from the initiatives is dependent on the development of the global market conditions during 2016. • The strong cash flow performance is expected to continue in 2016, and to the extent that we are successful in acquiring well-performing companies, this can add to the sales growth. 2016 expectations Based on the above, we expect to maintain or expand our market share while maintaining our EBIT margin at level with 2015. Forward-looking statements The Annual Report contains forward-looking statements. Such statements are subject to risks and uncertainties as various factors, many of which are beyond Danfoss’ control, may cause actual development and results to differ materially from expectations contained in the Annual Report. 41 Annual Report 2015 · The Danfoss Group42 Annual Report 2015 · The Danfoss Group"Water and wastewater facilities typically use 25-40% of the total power use in a city. In the Danish city of Aarhus, a wastewater facility equipped with Danfoss solutions produces 90% more energy than it consumes while at the same time cleaning the city’s wastewater. In fact, the wastewater plant is functioning as a combined heat and power plant: It’s a power producing wastewater plant." Sustainability 43 Annual Report 2015 · The Danfoss GroupSustainability Danfoss treasures sustainable results and plays an active role in sustainable global development. Danfoss became a signatory to the UN Global Compact Initiative in 2002 and continues to support the Global Compact as governing principles in the Group’s sustainability efforts. Danfoss prepares an annual sustainability report that serves as the Communication on Progress report to the UN and as Danfoss’ report on corporate responsibility, as required under section 99a of the Danish Financial Statements Act. The full Sustainability Report is available at www.danfoss.com/sustainability/sustainability- reporting. Climate Strategy 2030 Danfoss launched in November 2015 an ambitious Climate Strategy 2030, which builds on what the company has already achieved since the first climate strategy was launched in 2008. Danfoss’ energy intensity measured as energy consumption per mDKK net sales has been reduced by 29% since 2007. The new strategy requires Danfoss to reduce the energy intensity by 50% before 2030 and only use half as much energy to keep the wheels of business running. The consumed energy shall by 2030 emit less than half as much CO2 per MWh. To achieve the goals, Danfoss will initiate a range of new measures from 2016: We will assess stimulation mechanisms for green transformation including advantages and implications of an internal carbon price to drive further investments in energy savings; all production line processes will be thoroughly scrutinized and measures taken to lower energy use; the focus on building renovation and refurbishment will be strengthened; regular energy audits will be performed in the largest factories and high attention will be given to emissions from the transport of goods to drive the already achieved reductions further. Danfoss’ global energy-saving project includes the 21 largest factories and will reduce the energy used to supply the buildings with heating, cooling and lighting by 35%. The projects will, when the implementation is finished in 2017, reduce more than 16% off the total energy consumption in the factories and reduce the energy costs significantly. More than 160 local projects have been initiated and the project will be realized with a simple payback time of less than 3 years. Energy efficiency In 2015, Danfoss emitted 234,000 tons of CO2 from the company’s consumption of electricity and heat. This is 5,000 tons more than in 2014, which primarily is caused by increased electricity consumption in those countries where the CO2 intensity of the electricity is high (China, India and Poland). Implemented energy savings in other countries did not fully compensate for the increases. The overall CO2 intensity in all energy used in 2015 increased slightly from 393 kg CO2/MWh in 2014 to 398 CO2/MWh. Danfoss’ total energy consumption remained unchanged from 2014 while the energy intensity decreased by 9.4% to 15.4 MWh/mDKK in 2015 against 17.0 MWh/mDKK in 2014. This was caused by increased sales without increased consumption of energy. Safety First! Protecting the environment and improving the health, working environment and safety of our employees has always been deeply rooted in Danfoss. Our Core & Clear strategy is built on the employees as Danfoss’ most important asset, and we drive passion and performance through leadership, diversity and winning teams. “Safety First!” is the Group’s systematic approach to a safe workplace. Focus is on having clear, aligned procedures and standards to ensure a safe working environment and avoiding accidents across all Danfoss sites. In 2015, Danfoss implemented a global safety program “Safety on the shop floor”. The project enhances the focus on safety in all factories around the world. From 2015, safety shoes and safety glasses are mandatory for anyone entering the shop floor in any Danfoss factory worldwide. Hearing protection is also mandatory for employees working at machines with a high noise-level and safe walkways have been identified and marked for pedestrians in all factories. The activities implemented through “Safety on the shop floor” are clear signals of Danfoss’ continued dedication to aligned and very high health and safety standards across the Group. With 44 Annual Report 2015 · The Danfoss GroupSUSTAINABILITY Danfoss products are reducing energy consumption Everywhere: from houses and office buildings to supermarkets and factories worldwide, Danfoss products are reducing energy consumption on a daily basis. In total, Danfoss products save millions of kilowatt hours, huge amounts of money, and tons of CO2. For example, recycling heat, through District Energy networks, opens the way to massively reducing carbon emissions, particularly in urban centers, where heat demand is most intense. These reductions are achieved without limiting economic and industrial output or endangering living standards. District Energy is widely used in some of Europe’s most advanced economies, where productivity and high living standards go hand in hand with real carbon savings: District Energy lets Copenhagen save 665,000 tons of CO2 annually, while Helsinki saves 1.5m tons per year. According to the International Energy Agency, over 35 billion tons of carbon emissions could be avoided by 2050 through the use of modern district heating and cooling. This equals 58 % of global carbon emissions reductions required to keep the global rise in temperature to 2-3 degrees Celsius. Another obvious area of improving energy efficiency in cities is the water sector. The water and wastewater facilities in cities account for the largest consumption of electricity in cities. This is often overlooked. Water and wastewater facilities typically use 25-40% of the total power use in a city. In the Danish city of Aarhus, a wastewater facility equipped with Danfoss solutions produces 90% more energy than it consumes while at the same time cleaning the city’s wastewater. In fact, the wastewater plant is functioning as a combined heat and power plant: It’s a power producing wastewater plant. The excess heat is led into the district heating system in the city, and thereby reducing the city’s carbon footprint. Danfoss’ frequency converters controls electric motors so they only run at the speed necessary to obtain the desired effect, this saves up to 50% energy. Electric Motor-driven Systems are extremely energy consuming when it comes to end-use appliances and consume at least 7000 TWh/year globally, which is roughly equivalent to 45% of all end-use electricity consumption world-wide. With 70-80% of new motor installations not controlled by drives and a 10-15 years lifetime of motors, the installed base of motors not controlled by drives – provides a large energy savings potential. 45 Annual Report 2015 · The Danfoss GroupSUSTAINABILITY the program Danfoss continued the postive trend within safety. Danfoss’ total LTIF – Lost Time Injury Frequency was reduced to 3.4 in 2015 from 4.4 the year before - a significant reduction of 22%. The LTIF is the number of accidents that result in absence from work of one or more calendar days in addition to the day of the accident per one million hours worked. The Lost Day Rate in 2015 was 59 (the number of days with absence from work due to Lost Time Injuries per one million working hours). This is a reduction from 66 in 2014. The reductions were achieved through a dedicated focus on safety in the factories, the implementation of aligned safety rules across the business segments but first and foremost by the dedicated management, safety staff, and employees at all Danfoss’ factories around the world. Ethical conduct In order to maintain and develop Danfoss’ position and good reputation on the global market, it is key that we create results in an ethical manner. The Danfoss name must always be associated with respect for human rights, proper working conditions, and social and environmental considerations. In 2015, Danfoss continued the company’s efforts to ensure high ethical standards and business conduct. A main element is the Ethics Handbook that supports the employees in living up to the Danfoss values and policies by describing our ethical guidelines. The Ethics Handbook is fully implemented in all legal entities, lastly by introducing it to the 1,600 new colleagues joining Danfoss following the acquisition of Vacon in December 2014. Danfoss has stepped-up the efforts to maintain high ethical standards by updating the global e-learning program on ethics, Ethics@work based on actual ethics cases or questions raised in the company. More than 3,300 people managers and employees have been trained in Ethics@work during 2015. Danfoss has for many years monitored and mitigated its human right impact to prevent and mitigate any potential or actual negative impact on human rights in its value chains. Danfoss continued in 2015 the implementation of the “UN Guiding Principles on Human Rights” that requires companies to conduct human rights due diligence. As a part of Danfoss’ Sustainability Program, a process was initiated in 2015 to scope the future human rights due diligence process as an integrated part of the Group’s operations. Our people In order to deliver on our promises to customers every day our employees are empowered to make an impact, to exceed expectations, and to achieve sustainable results. Our employees have the right to a safe and healthy working environment where discrimination is prohibited and personal well-being is promoted. One of Danfoss’ strategic targets is to make the company a great place to work. Danfoss aspires to be world class in Human Resource management, enabling accelerated profitable growth by means of a high-performing and engaged Danfoss organization. The organization strives to foster a collaborative, agile and flexible organization where employees make a difference and leaders inspire people to deliver the best results. Real impact, strong teamwork, global career opportunities and continuous focus on development make Danfoss a great place to work. During 2015, Danfoss launched a new engagement survey, called Voice, for the entire Group. Voice covers areas such as employee engagement, performance enablement, strategy, behaviors, and leadership. The results of the first One Company engagement survey for the Danfoss Group show a high engagement score of 76 on a scale from 1 to 100. 93% of the employees filled out the survey and gave their feedback about what works well and what needs to be improved. Other results show that 27% of the employees are "fiery advocates" - meaning they are highly loyal and committed to Danfoss. The study also shows that more than half of the employees, 52%, believe that the managers show strong leadership, with a balanced focus on performance and people skills. Due to updates of the survey questions the results cannot be directly compared with those of previous engagement surveys. However, we consider the results to be within the best quartile of benchmark. Diversity Danfoss believes the diversity of its employee base builds a competitive advantage towards customers through creativity, 46 Annual Report 2015 · The Danfoss GroupSUSTAINABILITY innovation and local customer understanding. As a global company, we are focused on maintaining an inclusive work environment encouraging and harnessing our employee’s opinions, knowledge, collaboration and diverse perspectives. pipeline as well as attracting female leaders to join at all levels. We have made great progress in China and Eastern Europe with over 25% female leadership. We will continue our aspiration to reach 20% overall by 2017. Danfoss is specifically looking at hiring and developing more female leaders, engaging the different generations and ensuring strong local leaders facing our customers. The Group’s overall goal was to increase the percentage of female managers to 20% by 2015 from 18% in 2014, in order to ensure that the Group’s managers increasingly reflect the diversity of the Danfoss workforce, of which 30% were women in 2015. The percentage of female managers remained in 2015 at 18%. Although Danfoss hasn’t reached its goal of 20%, we continue to focus on developing the female leaders currently in our talent Danfoss aims for the composition of its top governing body to reflect the diversity of the rest of the Group. The Board of Directors has one female member, elected by the employees; However no members elected by the General Assembly are female. At its annual meeting in 2017, Danfoss will attempt to raise the number of women serving on the Board to at least one of the six members elected by the General Assembly. In order to achieve that goal, the Board will, before recommending candidates for the Board, work to identify at least one candidate representing diversity. Should two candidates be equally qualified, the Board of Directors will recommend the candidate representing diversity for election by the shareholders. 47 Annual Report 2015 · The Danfoss Group48 Annual Report 2015 · The Danfoss Group"We take a systematic and holistic approach to managing risk. Maintaining efficient risk management is a cornerstone in Danfoss as well as a prerequisite for running a business and responding rapidly and flexibly when conditions change." Risk management and compliance 49 Annual Report 2015 · The Danfoss GroupRisk management and compliance This section provides an overview of the Danfoss Risk Management and compliance activities, its governance and defined Group risks. In order to grow and stay profitable in increasingly complex business environments, Danfoss must manage risks and opportunities effectively. We take a systematic and holistic approach to managing risk. Maintaining efficient risk management is a cornerstone in Danfoss as well as a prerequisite for running a business and responding rapidly and flexibly when conditions change. Governance As per Board Procedure, the Danfoss Board of Directors performs risk oversight and the Audit Committee assesses the effectiveness of the Danfoss Risk Management. "To mitigate cyber risk, Danfoss is in the process of renewing IT Security governance with security policies covering all necessary areas. In addition, Danfoss raises security processes and procedures to a higher maturity level combined with the implementation of critical controls." Overall, the Executive Committee is responsible for risk management at Danfoss. It ensures that risk management policies and processes are effective at all relevant levels. Responsibility for the actual performance of risk management activities lies with the company’s respective managers and corporate functions. The structure for handling risk management at Danfoss includes: • Internal Audit, which performs independent internal reviews and submits the outcome directly to the Board’s Audit Committee. • The Risk & Compliance Committee, set up by the Executive Committee, approves methodologies and generic process design regarding risk management and assesses the effectiveness and adequacy of the current risk management standards. • Group Risk Management, whose duties include responsibility for the content of the Group’s risk management program. • Group Ethics & Compliance, whose duties include responsibility for preparing and implementing the Group’s compliance programs and for the Group’s whistle-blower function. • Corporate Treasury, the central unit that manages the Group’s financial risks, and provides insurance services. • The day-to-day management is in charge of activities aimed at safeguarding assets and earnings, handling business risks, monitoring and interpreting legislation and standards, and managing IT security, patents and trademark rights, product quality, fire prevention, environmental and occupational health and safety standards, etc. 50 Annual Report 2015 · The Danfoss GroupRISK MANAGEMENT AND COMPLIANCE "Danfoss has implemented ethical guidelines and compliance programs. Compliance is verified through follow- up procedures that include internal inspections and other measures" 51 Annual Report 2015 · The Danfoss GroupRISK MANAGEMENT AND COMPLIANCE Risk reporting and control Risks are reported on an ongoing basis between the various managerial levels, for example at quarterly business review meetings. In addition, the Group Risk Management function annually prepares a report on the most significant risks which is submitted to the Risk & Compliance Committee. Subsequently it is submitted to the Board of Directors, the Audit Committee and the Executive Committee. The Risk & Compliance Committee provides overall supervision of the risk management process and monitors selected group risks as well as potential new risks. Risk profile While there is no single risk threatening the Group’s survival, it is exposed, in its aggregate risk profile, to a number of external and internal risks. Every identified risk is assessed and reviewed by a standardized guideline on a regular basis. Important risks relate to the following conditions: • Global market conditions and mega-trends, including a sustained stronger focus on energy-efficient and socially sustainable solutions • Fair and equal access to markets • Competition, especially from China and India • Geopolitical conflicts • Global economic growth • Key markets, such as the US, Germany, China, Russia, Brazil and India • The Danfoss Growth Themes: Infrastructure, food, energy and climate • Customer relations and reputation, including Danfoss’ ability to build business on trust and integrity • Competitive strength and innovation, including the ability to support customers in providing efficient solutions, attractive cost levels and high product quality • Financial sustainability, including the Group’s ability to fund new growth Compliance Danfoss wishes to maintain and continually improve its reputation as a company that conducts itself properly and responsibly. This means that Danfoss will do its utmost to live up to its legal and ethical responsibilities. As a global enterprise, Danfoss supports the growing international focus on regulation and enforcement in areas such as anti-corruption, competition law, export control and good business ethics. Good regulation across the globe will help ensure a level playing field, which is seen as an advantage for Danfoss. For this reason, we are strongly focused on compliance, and the Group has established internal programs and control mechanisms to minimize the risk of unethical behaviour. Training and compliance follow-up Compliance efforts are based on extensive preventive programs, comprised by clear rules and guidelines and targeted employee communication and training. Follow-up procedures to verify the effectiveness of these compliance efforts form an integral part of internal controls and audits, as do spot checks conducted by our internal audit function. We have compliance programs in a number of areas (e.g. anti-corruption and ethical behavior). A specific focus in 2015 was the introduction of a revised Export Control compliance manual and the application for authority approval of newly developed Corporate Binding Rules concerning data privacy. Furthermore, all people managers completed a revised online training , Ethics@work, enabling them to guide themselves, their employees and their colleagues in making the right decisions and living up to our values and policies. Compliance hotlines In addition to the compliance programs, Danfoss also has a query function AskUs, where employees can seek answers to any questions and doubts they may have regarding ethics and compliance. The purpose of AskUs is to minimize uncertainty among the Group’s employees and prevent unintended non-compliance. In 2015, AskUs received 85 enquiries from employees seeking guidance on how to properly follow ethical guidelines or compliance requirements in a specific situation. We also have a whistle-blower function, the Ethics Hotline, where employees can report suspected breaches of internal guidelines and legislation anonymously. A total of 93 cases were reported to the Ethics Hotline in 2015. In all substantiated cases, correcting actions has been taken, including necessary disciplinary action. None of the ethics cases have had material impact on Danfoss. "In addition to the compliance programs, Danfoss also has a query function AskUs, where the Group’s employees can seek answers to any questions and doubts they may have regarding ethics and compliance." 52 Annual Report 2015 · The Danfoss GroupRISK MANAGEMENT AND COMPLIANCE Risk overview Like its industry peers, Danfoss is exposed to a number of general and basic risks. These are risks relating to customers and markets, factories and suppliers in the supply chain, law and regulatory regimes, and internal processes and systems. Danfoss’ exposure to such risks is similar to the general risk exposure of its peers. The Executive Committee has defined three specific risk areas of the risk management process that, due to their special nature, are of particular importance to Danfoss. The three areas are described in the table below. This overview does not include financial risk, which is described in Note 16 to the financial statements on financial risk and instruments. Ethical conduct The ethical behavior of companies and their employees is an area of growing focus from several stakeholders, with increased level of regulation and sanctions being introduced worldwide in areas such as anti-corruption, export control and competition law. Unethical or outright illegal conduct by Danfoss employees or agents acting on our behalf, could cause considerable damage to Danfoss’ reputation and result in substantial financial sanctions. Risk mitigation measures Danfoss has implemented ethical guidelines and compliance programs. Compliance is verified through follow-up procedures that include training, internal inspections and other measures. In addition, Danfoss has an AskUs function, from which employees can seek advice and guidance on ethical conduct. Danfoss also operates an Ethics Hotline which employees can use to anonymously report suspected violations of the law or internal guidelines. Data privacy regulation Data privacy concerns exist wherever personally identifiable information is collected and stored – in digital form or otherwise. They could arise from an inappropriate handling of sensitive data concerning employees, customers, suppliers etc. A stricter data protection regulation, taking into account the enormous technological changes of the last 20 years, has been agreed upon in the European Union. It is expected to be adopted in 2016. The new rules will become applicable two years thereafter. Among other things the regulation will increase the responsibility of companies regarding data privacy and breaches against the regulation may result in fines up to 4% of a company’s annual revenue. Cyber risk Using digital technologies, devices and media bring opportunities but also risks to Danfoss. These risks could be hacker attacks, data theft, and other forms of cyber-crime and generally affect confidentiality, integrity and availability. In particular, the increasing cloud computing and the associated increased business use of private terminals or security risks by external access to corporate IT via smartphones and tablets represent a risk to the Danfoss Group. Risk mitigation measures Danfoss has performed a data classification and completed a data flow analysis. Binding Corporate Rules have been defined and submitted to relevant authorities for approval. While waiting for the formal approval, Danfoss will adjust relevant processes and systems to comply with the Binding Corporate Rules. Risk mitigation measures To mitigate cyber risk, Danfoss is in the process of renewing IT Security governance with security policies covering all necessary areas. In addition, Danfoss raises security processes and procedures to a higher maturity level combined with the implementation of critical controls. 53 Annual Report 2015 · The Danfoss Group"Legislation provides the general framework for the Group’s governance, but corporate governance is also about how the business is managed within this framework. The Group structure supports Danfoss’ management values and determines a clear distribution of management responsibilities. This structure and these well-defined principles drive the interaction between the Group’s management, owners and other stakeholders." 54 Annual Report 2015 · The Danfoss GroupCorporate Governance 55 Annual Report 2015 · The Danfoss GroupCorporate Governance Corporate governance is a crucial aspect of the way Danfoss runs its business. Key concepts like responsibility, integrity and openness about the Group’s activities form the basis for the high standards of corporate governance to which the Group holds itself. Legislation provides the general framework for the Group’s governance, but corporate governance is also about how the business is managed within this framework. The Group structure supports Danfoss’ management values and determines a clear distribution of management responsibilities. This structure and these well-defined principles drive the interaction between the Group’s management, owners and other stakeholders. The Group’s Articles of Association and a comprehensive set of internal management and control procedures also form part of corporate governance at Danfoss. Management structure Danfoss has a two-tier management system consisting of its Board of Directors and the Executive Committee. The Board of Directors lays the general course for the company by approving strategies and targets. The Executive Committee develops the strategy and handles the day-to-day management of the company and execution of the strategy. The Board of Directors The Danfoss Board consists of six members elected at the Annual General Meeting and three employee-elected members. Of the six members elected at the General Assembly, four (Kasper Rørsted, William Ervin Hoover, Jürgen Reinert and Björn Rosengren) are independent. Henrik Poulsen resigned from the Board in December 2015. The Board of Directors will assemble in plenary sitting at the General Assembly of Danfoss A/S on April 29, 2016. The Board of Directors meets at least five times a year. In addition, the Board holds extraordinary meetings as and when required. The Board regularly assesses the aggregate competencies of its members to ensure that they are consistent with the Group’s requirements at all times. Audit Committee The duties and responsibilities of an Audit Committee, as well as its powers, can either be organized in an independent committee or be executed by the entire Board. At Danfoss, the entire Board performs the function of the Audit Committee. Bill Hoover is chairman of the Audit Committee, and conducts regular meetings with the corporate finance functions and Internal Audit outside Board meetings. The Committee’s activities and tasks are set out in its rules of procedure, and it held five meetings in 2015. Internal audit function The Group’s internal audit function presents its conclusions directly to the Board’s audit committee or its chairman. The internal audit function is intended to provide independent and objective auditing to ensure: • The Group follows good administrative practice. • The Group has comprehensive internal controls and business processes in place in all essential areas of activity. • The Group’s IT systems have adequately segregated functions. The internal audit function visited a number of Group companies in 2015. No matters of material importance to the Group’s overall risk management and control environment were detected. Danfoss filed in November 2014 a Euro Medium Term Program on the Irish Stock Exchange and is therefore as of that date considered a class D company with listed bonds. Danfoss has to comply with the rules set out in section 107b, section 1 no. 6, of the Danish Financial Statements 56 Annual Report 2015 · The Danfoss GroupCORPORATE GOVERNANCE Act applying to companies with listed bonds, including the exceptions regarding issuers of bonds above EUR 100,000. For the complete account of Danfoss’ corporate governance, please see the corporate website at www.danfoss.com/ corporategovernance2015. Dividends and General Meeting The Annual General Meeting will be held in Nordborg on April 29, 2016. The Board of Directors will recommend to the General Meeting that a dividend of 20.4% of the Group’s net profit be paid in 2015, corresponding to DKK 51.8 per 100 DKK share. Shareholders Danfoss’ share capital amounts to DKK 1,024m and is divided into two share classes: A-shares accounting for DKK 425m and B-shares accounting for DKK 599m. A-shares entitle holders to ten votes for every DKK 100 nominal value of shares held. A-shareholders also have a pre-emption right to A-shares in the event of share capital increases. Apart from this, no shares carry special rights. The Bitten and Mads Clausen Foundation and the Clausen family hold all issued A-shares and a number of B-shares corresponding to 99.83% of the votes. At the end of 2015, Danfoss had approximately 2,900 registered shareholders. Approximately three in four shareholders were resident in Denmark. Share price development The Danfoss share price is set once a year, based on a valuation prepared by Danske Markets (a division of Danske Bank A/S) immediately before the Annual General Meeting held in April. The price was first set in 2001 when Danfoss issued its first employee shares. The 2001 price was DKK 749 per share. The share price is calculated on the basis of the financial performance of Danfoss, the Group’s expectations for the upcoming year, its ability to meet expectations, the financial development of a number of comparable companies and their expectations for the future, as well as general developments in the stock market. In 2015, the price was set at DKK 4,267 per share. The new price will be announced at the 2016 Danfoss Annual General Meeting in April. Shareholders with more than 5% of share capital The Bitten og Mads Clausen Foundation, Nordborg, Denmark 49.77% shares 85.68% votes Clausen Controls A/S, Sønderborg, Denmark 25.56% shares 5.40% votes Henrik Mads Clausen, Lake Forrest, USA 10.74% shares 2.26% votes Karin Clausen, Holte, Denmark 7.05% shares 1.49% votes 57 Annual Report 2015 · The Danfoss Group CORPORATE GOVERNANCE Danfoss Board of directors Competencies Other positions Jørgen Mads Clausen Chairman of the Board of Directors Born: 1948 Position with Danfoss A/S Chairman of the company’s Board of Directors since 2009. Member since 1985. Mads-Peter Clausen Member of the Board of Directors Born: 1976 Position: Senior M&A Associate Danfoss A/S Position with Danfoss A/S Member of the company’s Board of Directors since 2014. William Ervin Hoover Jr. Member of the Board of Directors Born: 1949 Position: Director Position with Danfoss A/S Member of the company’s Board of Directors since 2007. Kasper Bo Rørsted Member of the Board of Directors Born: 1962 Position: CEO of Henkel A/G & Co. KGaA Position with Danfoss A/S Member of the company’s Board of Directors since 2009. Björn Klas Otto Rosengren Member of the Board of Directors Born: 1959 Position: CEO and President of Sandvik AB Position with Danfoss A/S Member of the company’s Board of Directors since 2010. Jürgen Reinert Member of the Board of Directors Born: 1968 Position: CTO (Chief Technology Officer), SMA Technology AG Position with Danfoss A/S Member of the company’s Board of Directors since 2015. Education: Master of Business Administration, University of Wisconsin, Madison, USA Bachelor of Science in Engineering, DTU (Technical University of Denmark) Professional experience managing a Danish-based international company and from other board memberships. Chairman of the Board of Applied Biomimetic A/S Member of the Board of Fonden Universe Science Park Member of the Board of miniBOOSTER Hydraulics A/S Member of the Board of Blue Equity Management A/S Decoration: Kammerherre title bestowed by H. M. The Queen of Denmark Knight 1st Class of the Order of the Dannebrog, Denmark Verdienstkreuz erster Klasse of the Federal Republic of Germany Education: Master of Business Administration, University of Georgia Bachelor of Science in Engineering, University of Southern Denmark Member of the Board of miniBOOSTER Hydraulics A/S Education: Master of Business Administration, Harvard University Professional experience with supply chain, performance transformation, organization changes and mergers and acquisitions. Chairman of the Board of ReD Associates Holding A/S. Deputy Chairman of the Board of GN Store Nord A/S (Great Nordic). Member of the Board of Sanistål A/S Member of the Board of Lego Foundation Member of the Board of Specialist People Foundation Member of the Supervisory Board of Bertelsmann SE & Co. KGaA Member of the Board of Anheuser-Busch InBev SA Member of the Board of Directors of Outotec Member of the Board of Kraftelektronik AB Education: International Business School, Copenhagen Harvard Business School, Executive Programs Professional experience in managing major international companies in Switzerland, the UK and Germany. Education: Master of Science in technology, Chalmers University of Technology, Gothenburg Head of a global company focusing on profitable growth, international and cultural experience from stays and jobs in China, North America, Switzerland, Netherlands, Finland and Sweden. Education: Doctorate in Engineering Doctorate in Motor Control, Aachen University of Technology Master of Science in Engineering, University of Pretoria, South Africa Bachelor of Science in Engineering, University of Pretoria, South Africa Jens Peter Rosendahl Nielsen Member of the Board of Directors Education: Machinist Member of the Board of Metal Kolding and LO-Kolding Born: 1957 Position: Senior Shop Steward at Danfoss Kolding Cooperation courses and experience from other board memberships. Position with Danfoss A/S Employee elected member of the company’s Board of Directors since 2006. Lars Grau Member of the Board of Directors Education: Electrician Member of the Board of Danfoss Employee Foundation Member of the Board of Danish El Federal in South Jutland Born: 1963 Position: Senior Shop Steward at Danfoss Nordborg Cooperation courses and experience from other board memberships. Position with Danfoss A/S Employee elected member of the company’s Board of Directors since 2014. Sandra Nørgaard Bertelsen Member of the Board of Directors Born: 1982 Position: Senior Legal Advisor, Danfoss A/S Position with Danfoss A/S Employee elected member of the company’s Board of Directors since 2014. Education: Master of Laws, Aarhus University Bachelor of Laws, Aarhus University Cooperation courses and experience from other board memberships 58 Annual Report 2015 · The Danfoss Group CORPORATE GOVERNANCE 59 Annual Report 2015 · The Danfoss GroupCORPORATE GOVERNANCE Executive Committee Niels Bjørn Christiansen President and CEO of Danfoss A/S Kim Fausing Executive Vice President and COO of Danfoss A/S Jesper Vaagelund Christensen Executive Vice President and CFO of Danfoss A/S Born: 1966 Member since 2004 Born: 1964 Member since 2008, (2,400 warrants) Born: 1969 Member since 2013 Companies with considerable board activities • Chairman of the Board of Axcel A/S • Member of the Board of AP Moller-Maersk A/S • Member of the Board of William Demant Holding A/S • Vice Chairman of the Board of the Confederation of Danish Industry • Member of the Board of DTU, Technical University of Denmark Companies with considerable board activities • Deputy Chairman of the Board of Velux A/S • Deputy Chairman of the Board of SMA Solar Technology AG • Member of the Board of Hilti AG Danfoss Leadership Team Niels B. Christiansen President and CEO, Danfoss A/S (born 1966) Kim Fausing Executive Vice President and COO, Danfoss A/S (born 1964) Jesper V. Christensen Executive Vice President and CFO, Danfoss A/S (born 1969) Anne Wilkinson Senior Vice President, Corporate HR (born 1965) Mette Refshauge Senior Vice President, Corporate Communication (born 1973) Jürgen Fischer Segment President, Danfoss Cooling (born 1963) Lars Tveen Segment President, Danfoss Heating (born 1963) Eric Alström Segment President, Danfoss Power Solutions (born 1966) Vesa Laisi Segment President, Danfoss Drives (born 1957) Peter Martin Senior Vice President, Group IT (born 1964). Entered the Danfoss Leadership Team in 2015. 60 Annual Report 2015 · The Danfoss Group CORPORATE GOVERNANCE 61 Annual Report 2015 · The Danfoss GroupCORPORATE GOVERNANCE Management statement The Board of Directors and Executive Committee have today discussed and approved the Danfoss A/S Annual Report for the financial year January 1-December 31, 2015. The Annual Report has been presented in accordance with the International Financial Reporting Standards and additional Danish disclosure requirements in the Danish Financial Statements Act. In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group’s and the Parent Company’s assets, liabilities and financial position at December 31, 2015, and of the results of the Group’s and the Parent Company’s operations and cash flows of the financial year January 1-December 31, 2015. We also consider the Management’s review to give a true and fair view in the development of the Group’s and Parent Company’s operations and financial matters, of the results for the year and the overall financial position of the Parent Company related to the companies included in the Group accounts and describes the significant risks and uncertainties of the group’s and the Parent Company. Board of Directors Jørgen M. Clausen Chairman Jürgen Reinert Sandra N. Bertelsen We recommend that the Annual General Meeting approves the Annual Report. Mads-Peter Clausen Nordborg, March 15, 2016 Lars Grau Executive Committee William Erwin Hoover Niels B. Christiansen Jens Peter Nielsen Jesper V. Christensen Björn Rosengren Kim Fausing Kasper Rørsted 62 Annual Report 2015 · The Danfoss GroupIndependent auditor’s report To the Shareholders of Danfoss A/S CORPORATE GOVERNANCE Report on Consolidated Financial Statements and Parent Company Financial Statements We have audited the Consolidated Financial Statements and the Parent Company Financial Statements of Danfoss A/S for the financial year 1 January to 31 December 2015, which comprise income statement, statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes, including summary of significant accounting policies, for the Group as well as for the Parent Company. The Consolidated Financial Statements and the Parent Company Financial Statements are prepared in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies. Management’s Responsibility for the Consolidated Financial Statements and the Parent Company Financial Statements Management is responsible for the preparation of Consolidated Financial Statements and Parent Company Financial Statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies, and for such internal control as Management determines is necessary to enable the preparation of Consolidated Financial Statements and Parent Company Financial Statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on the Consolidated Financial Statements and the Parent Company Financial Statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the Consolidated Financial Statements and the Parent Company Financial Statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements and the Parent Company Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements and the Parent Company Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of Consolidated Financial Statements and Parent Company Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the Consolidated Financial Statements and the Parent Company Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. The audit has not resulted in any qualification. Opinion In our opinion, the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the Group’s and the Parent Company’s financial position at 31 December 2015 and of the results of the Group’s and the Parent Company’s operations and cash flows for the financial year 1 January to 31 December 2015 in accordance with International Financial Reporting Standards as adopted by the EU and Danish disclosure requirements for listed companies. Statement on the Management’s Review We have read Management’s Review in accordance with the Danish Financial Statements Act. We have not performed any procedures additional to the audit of the Consolidated Financial Statements and the Parent Company Financial Statements. On this basis, in our opinion, the information provided in Management’s Review is consistent with the Consolidated Financial Statements and the Parent Company Financial Statements. Nordborg, 15 March 2016 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR No 33 77 12 31 Mogens Nørgaard Mogensen State Authorised Public Accountant Claus Lindholm Jacobsen State Authorised Public Accountant 63 Annual Report 2015 · The Danfoss Group 6464 Annual Report 2015 · The Danfoss GroupGroup Accounts and notes 6565 Annual Report 2015 · The Danfoss GroupINCOME STATEMENT January 1 to December 31 DKKm Net sales Cost of sales GROSS PROFIT Research and development costs Selling and distribution costs Administrative expenses OPERATING PROFIT EXCLUDING OTHER OPERATING INCOME AND EXPENSES Other operating income and expenses Share of profit from associates and joint ventures after tax OPERATING PROFIT (EBIT) Financial income Financial expenses PROFIT BEFORE TAX Tax on profit NET PROFIT Attributable to: Shareholders in Danfoss A/S Minority interests e t o N 1 2 2 2 2 2 3 1 4 5 1 6 2014 34,375 -22,209 12,166 2015 38,031 -24,700 13,331 -1,324 -4,943 -1,543 4,356 -244 -187 3,925 37 -486 3,476 -1,186 2,290 -1,607 -5,764 -1,725 4,235 -205 67 4,097 70 -426 3,741 -1,144 2,597 2,104 186 2,290 2,381 216 2,597 6666 Annual Report 2015 · The Danfoss GroupSTATEMENT OF COMPREHENSIVE INCOME January 1 to December 31 DKKm NET PROFIT OTHER COMPREHENSIVE INCOME Actuarial gain/loss (-) on pension and healthcare plans Tax on actuarial gain/loss on pension and healthcare plans Items that cannot be reclassified to profit or loss Foreign exchange adjustments on translation of foreign currency into DKK etc. Fair value adjustment of hedging instruments: Hedging of net investments in subsidiaries Hedging of future cash flows Hedging transferred to net sales in the income statement Tax on hedging instruments Items that can be reclassified to profit or loss OTHER COMPREHENSIVE INCOME AFTER TAX TOTAL COMPREHENSIVE INCOME Attributable to: Shareholders of Danfoss A/S Minority interests e t o N 15 14 2014 2,290 2015 2,597 -283 96 -187 783 -21 -134 -25 42 645 458 14 -5 9 610 16 341 -271 -19 677 686 2,748 3,283 2,503 245 2,748 3,011 272 3,283 6767 Annual Report 2015 · The Danfoss Group STATEMENT OF FINANCIAL POSITION As of December 31 DKKm ASSETS NON-CURRENT ASSETS INTANGIBLE ASSETS PROPERTY, PLANT AND EQUIPMENT Investments Pension benefit plan assets Non-current receivables Deferred tax assets OTHER NON-CURRENT ASSETS TOTAL NON-CURRENT ASSETS CURRENT ASSETS INVENTORIES Trade receivables Receivable corporation tax Derivative financial instruments (positive fair value) Other receivables RECEIVABLES e t o N 7 8 3 15 14 9 10 17 16 2014 2015 15,732 16,046 6,558 6,682 2,249 84 39 1,160 3,532 2,452 107 26 855 3,440 25,822 26,168 4,085 4,170 5,167 441 14 638 6,260 5,325 527 12 698 6,562 CASH AND CASH EQUIVALENTS 16 716 319 TOTAL CURRENT ASSETS TOTAL ASSETS 11,061 11,051 36,883 37,219 6868 Annual Report 2015 · The Danfoss GroupSTATEMENT OF FINANCIAL POSITION As of December 31 DKKm LIABILITIES AND SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY Equity, shareholders in Danfoss A/S Minority interests TOTAL SHAREHOLDERS’ EQUITY LIABILITIES Provisions Deferred tax liabilities Pension and healthcare benefit plan obligations Borrowings Derivative financial instruments (negative fair value) Other non-current debt NON-CURRENT LIABILITIES Provisions Liabilities under share incentive programs Borrowings Trade payables Debt to associates and joint ventures Corporation tax Derivative financial instruments (negative fair value) Other debt CURRENT LIABILITIES TOTAL LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY e t o N 11 12 14 15 16 16 12 13 16 17 16 2014 2015 12,284 958 13,242 14,700 724 15,424 396 1,964 1,279 11,063 37 250 14,989 619 81 1,109 3,572 12 295 106 2,858 8,652 366 1,942 1,216 9,280 28 324 13,156 617 42 796 3,864 22 302 224 2,772 8,639 23,641 21,795 36,883 37,219 6969 Annual Report 2015 · The Danfoss Group STATEMENT OF CASH FLOWS January 1 to December 31 DKKm Profit before tax Adjustments for non-cash transactions Change in working capital CASH FLOW GENERATED FROM OPERATIONS Interest received Interest paid Dividends received CASH FLOW FROM OPERATIONS BEFORE TAX Paid tax CASH FLOW FROM OPERATING ACTIVITIES Acquisition of intangible assets Acquisition of property, plant and equipment Proceeds from sale of property, plant and equipment Acquisition of subsidiaries etc. Proceeds from disposal of subsidiaries etc. Acquisition (-)/sale of other investments etc. CASH FLOW FROM INVESTING ACTIVITIES FREE CASH FLOW Cash repayment of (-)/cash proceeds from interest-bearing debt Repurchase of treasury shares Addition/disposal of minority interests Dividends paid to shareholders in the Parent Company Dividends paid to minority shareholders CASH FLOW FROM FINANCING ACTIVITIES NET CHANGE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents as of January 1 Foreign exchange adjustment of cash and cash equivalents CASH AND CASH EQUIVALENTS AS OF DECEMBER 31 e t o N 18 19 17 20 20 21 2014 3,476 1,982 196 5,654 15 -218 7 5,458 -1,107 4,351 -99 -1,134 237 -7,376 -1 -2,203 -10,576 2015 3,741 1,953 299 5,993 18 -286 5 5,730 -1,063 4,667 -204 -1,096 124 -234 11 -220 -1,619 -6,225 3,048 7,150 -14 5 -789 -158 6,194 -31 737 10 716 -2,325 -312 -38 -493 -248 -3,416 -368 716 -29 319 STATEMENT OF FREE CASH FLOW ADJ. FOR ACQUISITION AND DISPOSAL OF SUBSIDIARIES ETC. (M&A) Free cash flow Acquisition of subsidiaries etc. Proceeds from disposal of subsidiaries etc. Acquisition (-)/sale of other investments FREE CASH FLOW BEFORE M&A 20 20 21 -6,225 7,376 1 2,237 3,389 3,048 234 -11 126 3,397 The cash flow statement cannot be derived on the basis of the Annual Report alone. 7070 Annual Report 2015 · The Danfoss GroupSTATEMENT OF CHANGES IN EQUITY STATEMENT OF CHANGES IN EQUITY DKKm DKKm L A L T A I P T A I P C A E C R E A R H A S H S 1,022 1,022 I M U M U M I E M R E P R E P R E A R H A S H S 409 409 i s e v s e r e v s r e e r s e g r n g g n d g e d H e H 19 19 i -159 -159 37 37 -122 -122 -122 -122 n o n i t o a i l t s a n l s a n r t a y r t c y n c e n r r e u r C r u C -617 -617 724 724 -21 -21 5 5 708 708 708 708 1 1 1 1 1,023 1,023 1,023 1,023 54 54 54 54 463 463 463 463 -70 -70 -70 -70 -501 -501 -501 -501 -103 -103 -103 -103 91 91 91 91 554 554 16 16 -3 -3 567 567 567 567 70 70 -16 -16 54 54 54 54 1 1 1 1 1,024 1,024 52 52 52 52 515 515 -364 -364 -364 -364 -865 -865 -49 -49 657 657 BALANCE AS OF JANUARY 1, 2014 BALANCE AS OF JANUARY 1, 2014 COMPREHENSIVE INCOME IN 2014 COMPREHENSIVE INCOME IN 2014 Net profit Net profit Other comprehensive income Other comprehensive income Foreign exchange adjustments on Foreign exchange adjustments on translation of foreign currencies translation of foreign currencies Fair value adjustment of hedging Fair value adjustment of hedging instruments instruments Actuarial gain/loss (-) on pension and Actuarial gain/loss (-) on pension and healthcare plans healthcare plans Tax on other comprehensive income Tax on other comprehensive income Total other comprehensive income Total other comprehensive income Total comprehensive income for the period Total comprehensive income for the period TRANSACTIONS WITH OWNERS TRANSACTIONS WITH OWNERS Dividends to shareholders Dividends to shareholders Purchase of minority interest Purchase of minority interest Capital increase/purchase of treasury shares Capital increase/purchase of treasury shares Total transactions with owners Total transactions with owners BALANCE AS OF DECEMBER 31, 2014 BALANCE AS OF DECEMBER 31, 2014 Adjustment to prior years Adjustment to prior years COMPREHENSIVE INCOME IN 2015 COMPREHENSIVE INCOME IN 2015 Net profit Net profit Other comprehensive income Other comprehensive income Foreign exchange adjustments on Foreign exchange adjustments on translation of foreign currencies translation of foreign currencies Fair value adjustment of hedging Fair value adjustment of hedging instruments instruments Actuarial gain/loss (-) on pension and Actuarial gain/loss (-) on pension and healthcare plans healthcare plans Tax on other comprehensive income Tax on other comprehensive income Total other comprehensive income Total other comprehensive income Total comprehensive income for the period Total comprehensive income for the period TRANSACTIONS WITH OWNERS TRANSACTIONS WITH OWNERS Dividends to shareholders Dividends to shareholders Disposals through sale of subsidiaries Disposals through sale of subsidiaries Purchase of minority interest Purchase of minority interest Capital increase/purchase of treasury shares Capital increase/purchase of treasury shares Total transactions with owners Total transactions with owners BALANCE AS OF DECEMBER 31, 2015 BALANCE AS OF DECEMBER 31, 2015 s e r s a e h r a s h n s w n o w e o v e r e v s r e e R s e R -431 -431 s e v s e r e v s r e e r s e r e r h r e t O h t O 9,385 9,385 S E S V E R V E R S E E S R E R 8,356 8,356 I I I S D S N D E N D E I D V V D D D E D S E O S P O O P R O P R P 800 800 S R S E R D E L D O L H O E H R E A R H A S H S Y T Y I U T I Q U E Q E 10,587 10,587 S / A S / S A S S O S F O N F A N D A D N N I I , , T S T E S R E E R T E N T I N Y I T Y I R T I O R N O N M M 856 856 I I Y T Y I U T I Q U E Q L E A L T A O T T O T 11,443 11,443 1,604 1,604 1,604 1,604 500 500 2,104 2,104 186 186 2,290 2,290 724 724 -180 -180 -283 -283 138 138 399 399 2,003 2,003 -283 -283 96 96 -187 -187 1,417 1,417 11 11 -2 -2 11 11 -2 -2 -70 -70 -61 -61 10,811 10,298 10,811 10,298 9 9 247 247 247 247 11,058 10,545 11,058 10,545 1,851 1,851 1,851 1,851 554 554 86 86 14 14 -24 -24 630 630 2,481 2,481 14 14 -5 -5 9 9 1,860 1,860 500 500 -800 -800 -800 -800 500 500 500 500 530 530 530 530 724 724 -180 -180 -283 -283 138 138 399 399 2,503 2,503 -789 -789 -2 -2 -15 -15 -806 -806 12,284 12,284 247 247 12,531 12,531 59 59 59 59 245 245 -158 -158 -1 -1 16 16 -143 -143 958 958 -247 -247 711 711 783 783 -180 -180 -283 -283 138 138 458 458 2,748 2,748 -947 -947 -3 -3 1 1 -949 -949 13,242 13,242 13,242 13,242 2,381 2,381 216 216 2,597 2,597 554 554 86 86 14 14 -24 -24 630 630 3,011 3,011 7 7 7 7 -500 -500 -493 -493 -38 -38 -38 -38 -364 -364 -395 -395 12,888 12,631 12,888 12,631 -31 -31 -38 -38 -311 -311 -842 -842 14,700 14,700 -500 -500 530 530 56 56 56 56 272 272 -248 -248 -11 -11 -259 -259 724 724 610 610 86 86 14 14 -24 -24 686 686 3,283 3,283 -741 -741 -11 -11 -38 -38 -311 -311 -1,101 -1,101 15,424 15,424 7171 Annual Report 2015 · The Danfoss Group Notes Note 1 SEGMENT REPORTING Note 2 EXPENSES AND OTHER OPERATING INCOME Note 3 INVESTMENTS Note 4 FINANCIAL INCOME Note 5 FINANCIAL EXPENSES Note 6 TAX ON PROFIT Note 7 INTANGIBLE ASSETS Note 8 PROPERTY, PLANT AND EQUIPMENT Note 9 INVENTORIES Note 10 TRADE RECEIVABLES Note 11 SHARE CAPITAL Note 12 PROVISIONS Note 13 SHARE INCENTIVE PROGRAMS Note 14 DEFERRED TAX Note 15 PENSION AND HEALTHCARE OBLIGATIONS Note 16 FINANCIAL RISKS AND INSTRUMENTS Note 17 CORPORATION TAX Note 18 ADJUSTMENT FOR NON-CASH TRANSACTIONS Note 19 CHANGE IN WORKING CAPITAL Note 20 ACQUISITION AND SALE OF SUBSIDIARIES AND ACTIVITIES Note 21 ACQUISITION(-)/SALE OF OTHER INVESTMENTS Note 22 CONTINGENT LIABILITIES, ASSETS AND SECURITY Note 23 RELATED PARTIES Note 24 EVENTS AFTER THE BALANCE SHEET DATE Note 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES Note 26 CRITICAL ACCOUNTING ESTIMATES 7272 Annual Report 2015 · The Danfoss GroupNote 1 SEGMENT REPORTING (continued) Note 1 SEGMENT REPORTING DKKm DKKm GEOGRAPHICAL SEGMENTS MAIN BUSINESS SEGMENTS Net sales Total non-current assets *) INCOME STATEMENT Net sales Depreciation/amortization/Impairment Share of profit from associates and joint ventures after tax Operating profit (EBIT) Financial Items Profit before tax 2014 2015 2014 g n i l f o o C s s o Denmark n a D 1,276 2,538 9,959 266 2015 8 1,349 r e w o P s s o n a D f s n o i t u o S l 11,406 756 1,703 1,703 1,349 Denmark g n i t a e H s s o n a D f s e v i r f D Western s s o Europe n a D 12,046 13,962 6,203 142 6,478 236 -195 441 Asia P U Pacific O R G 6,542 1,866 s a e Eastern r a Europe r e h t O 3,841 855 329 34,375 1,738 338 -187 3,925 -449 3,476 1,105 -673 -449 Eastern 1,105 -1,121 Europe Western 441 Europe g n i l o o C s s o n a D f r e w o P s s o n a D f s North n o America i t u o S l 7,921 5,320 11,566 10,796 261 -6 1,533 1,579 742 s e v i r f D Latin s s o America n a D 1,856 120 9,775 452 73 963 g n i t a Africa - e H Middle s s o East n a D f 893 1 5,821 128 Asia Pacific 1,579 North America 1,533 Latin 963 America 740 -718 Africa - -356 Middle 740 -1,074 East s a e r a r e h t O P U Total O R G 34,375 24,662 73 38,031 1,926 343 67 4,097 -356 3,741 Total Net sales Total non-current assets *) BALANCE SHEET Total assets *) *) Deferred tax assets are not included. Net investments excluding M&A Investment in associates and joint ventures The geographical distribution of "Net sales" is based on the external customers' country of residence. Total liabilities *) The distribution of "Total non-current assets" is based on the actual geographical location of the assets. 5,480 13,100 132 2,361 1,128 5,835 36,883 996 2,361 454 18,396 23,641 13,358 13,629 3,405 765 1,293 2,954 8,838 355 3,630 122 2,651 1,012 123 264 7,714 1,953 9,278 5,751 1,886 110 1,097 151 38,031 25,313 8,334 334 2,591 5,952 13,070 161 11 1,230 140 115 1,042 450 3,667 90 6,195 37,219 1,176 126 490 16,440 21,794 OTHER INFORMATION Number of employees 6,111 5,898 4,878 4,114 3,116 24,117 5,792 5,890 4,811 3,948 2,979 23,420 *) Central functions' assets and liabilities, cash and cash equivalents, interest-bearing debt and deferred tax liabilities/assets have been recorded in the column "Other areas". A new organizational structure with four business segments took effect from the beginning of 2015. The change is also incorporated in the comparison Note 1 SEGMENT REPORTING (continued) figures for 2014. The four segments, "Danfoss Power Solutions", "Danfoss Cooling", "Danfoss Drives" and "Danfoss Heating" and their Product and Services are further described in separate sections in the Financial review. DKKm GEOGRAPHICAL SEGMENTS Net sales Total non-current assets *) Net sales Total non-current assets *) *) Deferred tax assets are not included. 2014 Denmark Western Europe Eastern Europe Asia Pacific North America Latin America 1,276 2,538 12,046 13,962 3,841 855 6,542 1,866 7,921 5,320 1,856 120 2015 Denmark Western Europe Eastern Europe Asia Pacific North America Latin America 1,293 2,954 13,358 13,629 3,405 765 7,714 1,953 9,278 5,751 1,886 110 Africa - Middle East 893 1 Africa - Middle East 1,097 151 Total 34,375 24,662 Total 38,031 25,313 The geographical distribution of "Net sales" is based on the external customers' country of residence. The distribution of "Total non-current assets" is based on the actual geographical location of the assets. 7373 Annual Report 2015 · The Danfoss Group Note 1 SEGMENT REPORTING (continued) DKKm SPECIFICATION OF OTHER AREAS - NET SALES Others Net sales SPECIFICATION OF OTHER AREAS - PROFIT BEFORE TAX Financial income Financial expenses Central functions, not allocated*) Other Profit before tax SPECIFICATION OF OTHER AREAS - ASSETS Cash, current & non-current tax receivables Other receivables Central functions not allocated tangible and intangible fixed assets*) Central functions not allocated *) Other Total assets SPECIFICATION OF OTHER AREAS - LIABILITIES Interest bearing debt, current & non-current tax liabilities Other debt Defined benefit plans Central functions not allocated *) Other Total Liabilities *) Central functions, not allocated, are primarily administrative expenses and central functions' assets and liabilities. 2014 329 329 2014 37 -486 -563 -111 -1,121 2014 2,317 382 2,903 138 95 5,835 2014 14,432 2,032 518 1,246 168 18,396 2015 73 73 2015 70 -426 -591 -127 -1,074 2015 1,701 376 3,729 297 92 6,195 2015 12,320 2,174 455 1,274 217 16,440 7474 Annual Report 2015 · The Danfoss GroupNote 2 EXPENSES AND OTHER OPERATING INCOME DKKm A. PERSONNEL EXPENSES Salaries and wages Severance payments Social security Pension cost - Defined contribution plans Pension cost - Defined benefit plans excluding gains from reductions and redemptions *) Gains from reductions and redemptions Average number of employees Total number of employees as of end of the year *) Expenses for defined benefit plans are described in Note 15. Pension and healthcare obligations. Board of Directors: Directors' fees Executive Committee: Salaries Pension costs Bonuses Danfoss Leadership Team excluding Executive Committee: Salaries Pension costs Bonuses Total compensation 2014 7,821 180 646 496 30 -3 9,170 22,494 24,117 2015 8,701 115 699 597 35 10,147 23,594 23,420 2014 2015 6 6 23 8 52 83 17 2 21 40 129 6 6 30 10 59 99 21 5 21 47 152 Bonuses of total DKK 80m (2014: 73m) can be divided into long-term and short-term bonuses with DKK 36m and DKK 44m respectively (2014: 31m and 42m respectively). 7575 Annual Report 2015 · The Danfoss GroupNote 2 EXPENSES AND OTHER OPERATING INCOME (continued) DKKm B. DEPRECIATION/AMORTIZATION AND IMPAIRMENT LOSSES Classification by nature: Amortization of intangible assets Impairment on intangible assets Depreciation of property, plant and equipment Impairment on property, plant and equipment Reversal of impairment losses on property, plant and equipment Depreciation/amortization and impairment losses Classification of intangible assets by functions: Cost of sales Selling and distribution costs Administrative expenses Other operating expenses C. OTHER OPERATING INCOME AND EXPENSES Gain on disposal of activities Gain on disposal of intangible assets Gain on disposal of property, plant and equipment Reversal of impairment losses on property, plant and equipment Other Other operating income Loss on disposal of activities Loss on disp. of intangible fixed assets Loss on disp. of property, plant and equipment Impairment on intangible assets Impairment on of property, plant and equipment Restructuring costs Other Other operating expenses Other operating income and expenses Impairment for the year is based on expected value in use or fair value. Restructuring cost in both years mainly relates to terminations in France, Denmark, Germany, China and USA. Impairment loss in 2014 relates to buildings. D. FEES TO AUDITORS APPOINTED AT THE ANNUAL GENERAL MEETING Audit fee Tax and VAT advice Other fees Total fee to Group Auditor 2014 2015 511 511 1,155 77 -5 1,227 1,738 323 145 43 511 694 11 705 1,211 14 -4 1,221 1,926 452 203 39 11 705 2014 2015 30 106 5 50 191 -3 -7 -27 -77 -185 -136 -435 -244 17 1 60 4 40 122 -3 -37 -11 -14 -119 -143 -327 -205 2014 2015 18 9 5 32 20 11 3 34 7676 Annual Report 2015 · The Danfoss GroupNote 3 INVESTMENTS DKKm Cost as of January 1 Foreign exchange adjustments in foreign companies Additions Addition through aquisition of subsidiaries Disposals Cost as of December 31 Adjustments as of January 1 Foreign exchange adjustments in foreign companies Net profit/value adjustment Dividends Disposal Adjustments as of December 31 2014 n i s t n e m t s e v n I d n a s e t a c o s s a i s e r u t n e v t n o i j 91 -3 2,364 -22 2,430 -40 4 -187 -7 16 -214 s t n e m t s e v n i r e h t O 135 5 140 -103 -4 -107 2015 n i s t n e m t s e v n I d n a s e t a c o s s a i s e r u t n e v t n o i j 2,430 9 126 -5 2,560 -214 6 67 -5 5 -141 L A T O T 226 -3 2,364 5 -22 2,570 -143 4 -191 -7 16 -321 s t n e m t s e v n i r e h t O 140 -5 135 -107 3 2 -102 L A T O T 2,570 4 126 -5 2,695 -321 9 69 -5 5 -243 Carrying amount as of December 31 2,216 33 2,249 2,419 33 2,452 Where possible, "Other investments" are recognized at fair value. Alternatively, they are recognized at cost less accumulated impairment losses. Where indicators for impairment were present at the end of 2015, impairment tests were performed on the carrying amount of "Investments in associates and joint ventures". Main indicators are loss giving activities, or if the carrying amount is higher than the equity in the local accounts or, where relevant, higher than valuation using a listed share price. When performing the impairment test, the present value of cash flow from associates and joint ventures is compared with their carrying amount. The principles are unchanged compared to the impairment tests performed in 2014. Additions for the year to "Investments in associates and joint ventures" mainly relate to participation in BD Kompressor Holding GmbH & Co.KG in Germany and Linestream Technology Inc. in the USA. Additions for the year 2014 of "Investments in associates and joint ventures" mainly relate to the acquisition of SMA Solar Technology AG. Disposal for the year 2014 of "Investments in associates and joint ventures" relates to the sale of Promeos GmBH and Flexucell ApS. Further information on associates and joint ventures is provided in Note 4. Financial income, Note 5. Financial expenses, Note 16. Financial risks and instruments and Note 23. Related parties. 7777 Annual Report 2015 · The Danfoss Group Note 3 INVESTMENTS (continued) DKKm MATERIAL ASSOCIATES AND JOINT VENTURES Summarized information for associates and joint ventures that are material to Danfoss has been amended to reflect adjustments made for differences in accounting policy. The financial information is stated below at their full values, not Danfoss' proportionate ownership interests. Due to that SMA Solar Technology AG is a listed company, the stated financial information below is based on public information available. Place of Business Share of ownership SUMMARIZED PROFIT AND LOSS STATEMENT (OFFICIAL GUIDANCE) Revenue EBIT SUMMARIZED BALANCE SHEET (Q3 2015 NUMBERS) Non-current assets Current assets Non-current liabilities Current liabilities Equity Group share of equity as of December 31 2015 l G A y g o o n h c e T l r a o S A M S Germany 20% 7,459 239 3,651 5,005 2,222 2,395 4,038 862 On the basis of the stock exchange quotation, the fair value of SMA Solar Technology AG as of December 31, 2015 was DKK 13.4bn (2014: 4.0bn). IMMATERIAL ASSOCIATES AND JOINT VENTURES In addition to the interests in associates and joint ventures disclosed above, Danfoss also has interests in a number of individually immaterial associates and joint ventures. Danfoss' proportionate share of: Profit or loss from continuing operations Other comprehensive income Total comprehensive income Carrying amount as of December 31 RECONCILIATION OF CARRYING AMOUNT Group share of equity of material associates and joint ventures Goodwill concerning material associates and joint ventures Carrying amount of immaterial associates and joint ventures Total carrying amount as of December 31 of associates and joint ventures 2014 2015 i s e t a c o s s A -1 -1 805 1,364 2,169 i t n o J s e r u t n e V 9 -1 8 47 47 47 L A T O T 8 -1 7 47 i s e t a c o s s A i t n o J s e r u t n e V -6 1 -5 L A T O T -6 1 -5 10 154 164 805 1,364 47 2,216 862 1,393 10 2,265 862 1,393 164 2,419 154 154 For further information on associates and joint ventures please see the list of "Danfoss Group Companies". 7878 Annual Report 2015 · The Danfoss Group Note 4 FINANCIAL INCOME DKKm Interest from banks etc. Calculated expected return on defined benefit plan assets Gain on other investments Interest on financial assets measured at amortized cost amounts to Note 5 FINANCIAL EXPENSES DKKm Interest to banks etc. Interest element on discounted liabilities Calculated interest on defined benefit plans Foreign exchange losses, net Fair value adjustment of share options and warrants Loss on other investments Borrowing costs recognized in the cost of assets Interest on financial liabilities at amortized cost amounts to 2014 2015 14 23 37 14 65 3 2 70 65 2014 2015 -190 -4 -55 -206 -29 -4 2 -486 -194 -297 -2 -34 -87 -6 -426 -299 An effective interest rate equal to Group's weighted average general borrowing costs was used for the calculation of borrowing costs pertaining to the cost of assets. No specific loans have been raised for the construction or development of assets. 7979 Annual Report 2015 · The Danfoss GroupNote 6 TAX ON PROFIT DKKm Current tax expense Change in deferred tax Adjustments concerning previous years Tax on profit is defined as: Tax on profit before tax Adjustment of tax in foreign subsidiaries calculated at 23.5% (2014: 24.5%) Tax exempt income/non-deductible expenses Effect of change in corporate tax rate Income from associates and joint ventures after tax Adjustment of net tax assets Other taxes Adjustments concerning previous years Effective tax rate Tax on profit (income statement) Tax on fair value adjustment of hedging instruments (other comprehensive income) Tax on actuarial gain/loss on pension and healthcare plans (other comprehensive income) Total taxes 2014 -1,072 -117 3 -1,186 24.5% 4.6% -0.2% 1.3% 0.2% 4.3% -0.6% 34.1% 2014 -1,186 42 96 -1,048 2015 -954 -176 -14 -1,144 23.5% 3.5% -2.3% -0.2% -0.6% 1.5% 4.3% 0.9% 30.6% 2015 -1,144 -19 -5 -1,168 8080 Annual Report 2015 · The Danfoss GroupNote 7 INTANGIBLE ASSETS DKKm Cost as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Cost as of December 31 Amortization and impairment losses as of January 1 Foreign exchange adjustments in foreign companies Transfers Amortization Disposals Amortization and impairment losses as of December 31 2014 Good- will 5,269 275 5,514 11,058 1,087 14 1,101 Software Brand Techno- logy Customer relations Patents, trade- marks etc. Develop- ment costs 733 4 88 397 83 -34 1,271 579 4 303 90 -26 950 880 60 120 1,060 - - 3,053 203 1,126 -72 4,310 1,321 116 1,728 120 699 -3 2,544 856 67 200 -67 - 1,570 147 -2 1,068 388 53 8 -4 445 347 53 15 - 415 591 18 7 -34 582 398 11 59 -34 434 TOTAL Other 7,373 458 2,033 397 98 -147 10,212 3,501 251 303 511 -129 4,437 TOTAL 12,642 733 7,547 397 98 -147 21,270 4,588 265 303 511 -129 5,538 Carrying amount as of December 31 9,957 321 1,060 2,740 1,476 30 148 5,775 15,732 Cost as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Disposals through sale of subsidiaries Cost as of December 31 Amortization and impairment losses as of January 1 Foreign exchange adjustments in foreign companies Transfers Amortization Impairments Disposals Amortization and impairment losses as of December 31 2015 Good- will 11,058 370 273 -2 11,699 1,101 67 1,168 Patents, trade- marks etc. Develop- ment costs Software Brand 1,271 43 1,060 65 14 192 -31 Techno- logy Customer relations 4,310 213 11 2,544 130 -4 -1 -3 1,489 1,125 4,533 2,667 1,570 115 1,068 76 17 297 204 950 46 1 100 11 -32 1,076 445 9 4 -7 13 -112 352 415 8 -1 10 - -1 1,981 17 -3 1,345 -113 -21 495 319 582 21 -21 434 16 66 TOTAL Other 10,212 481 11 7 205 -168 4,437 261 694 11 -170 5,233 582 10,748 TOTAL 21,270 851 284 7 205 -168 -2 22,447 5,538 328 694 11 -170 6,401 Carrying amount as of December 31 10,531 413 1,108 2,552 1,322 33 87 5,515 16,046 Additions/disposals through acquisitions/sale of subsidiaries are further described in Note 20 Acquisition and sale of subsidiaries and activities IMPAIRMENT TESTS At the end of 2015, impairment tests were performed on the carrying amount of goodwill and brand (assets with indefinite useful lives). The impairment tests were performed on business segments representing the base level of cash generating units (CGUs) to which the carrying amount of goodwill and brand can be allocated with reasonable accuracy. The basis for determining the recoverable amount is value in use for all cash generating units. Acquired activities and companies are integrated as quickly as possible into the business segment for optimum synergy. One of the consequences is that soon after it will not be possible to allocate the carrying amount of goodwill to the acquired companies and activities with reasonable accuracy, and thus it will no longer be possible to perform impairment tests on these individual acquisitions. At the impairment test, the net present value of the estimated net cash flow from the CGU's is compared to the carrying amounts of the assets. The expected cash flow is based on the budgets for the years 2016-2025 prepared and approved by the management in the respective CGU's and Group management. The budgets were elaborated for a 10-year period in accordance with the fact that decisions on acquisitions are made on the basis of the 10-year budgets. The primary variables are sales, EBIT, working capital and investments. The discount rates are set under consideration of a market-based cost of equity and cost of debt. In 2014, the impairment tests were performed on the divisional level instead of on business segments level. Besides that, the principle remains unchanged. 8181 Annual Report 2015 · The Danfoss Group Note 7 INTANGIBLE ASSETS (continued) The most significant goodwill allocations as well as the most significant assumptions for the performed impairment tests have been described below. Goodwill at the end of 2014 Brand with indefinite useful life at the end of 2014 Expected growth in net cash flow during the terminal period in % Discount rate before tax in % as of December 31 Goodwill at the end of 2015 Brand with indefinite useful life at the end of 2015 Expected growth in net cash flow during the terminal period in % Discount rate before tax in % as of December 31 2014 Danfoss Power Solutions 947 941 2% 12% 2015 Danfoss Power Solutions 1,021 1,006 2% 14% ` Danfoss Drives Danfoss Cooling Danfoss Heating 5,602 1,758 1,631 2% 11% 2% 13% 2% 11% Danfoss Drives Danfoss Cooling Danfoss Heating 5,757 2,001 1,734 2% 13% 2% 13% 2% 11% Other 19 2% 11% Other 18 2% 13% The weighted average growth rate until 2025 is based on past performance/management expectation of market development etc. and is estimated to be between 2-7% for the business segments, which is at or above the general market development. The growth in Net sales is driven from continuous high investments in innovation and market development. The expected average EBIT margins used in the impairment tests are considered reasonable taking past performance and initiatives in the business segments into consideration. The EBIT margin is expected to remain unchanged during the terminal period, as well as the working capital as a percentage of sales. Investments are assumed to be at the same level as the depreciations. These assumptions are unchanged compared to the impairment tests performed in 2014. The net cash flow during the terminal period from 2026 and onwards is estimated at a 2% annual growth, which is assumed to be at or below the expected growth in the markets addressed by Danfoss. Management does not assess that a reasonable change in the fundamental assumptions used in the impairment tests will result in a recoverable amount lower than the carrying amount. The same conclusion was made for 2014. Danfoss Power Solutions The Goodwill allocated to Danfoss Power Solutions derives from the Danfoss Group's acquisition of the additional 38.2% of the share capital in Sauer-Danfoss Inc. (USA) in 2008. The brand recognized in that connection has an indefinite useful life. At the end of 2015, the carrying amount of Brand, Technology and Customer relations acquired in connection with business combinations amounts to DKK 3.0bn or approximately 59% of the total corresponding carrying amount. The carrying amount of Technology and Customer relations is amortized until 2023 and 2020 respectively. Danfoss Drives The Goodwill allocated to Danfoss Drives Segment derives primarily from the acquisition of Vacon (Finland) in December 2014. At the end of 2014, the carrying amount of Technology and Customer relations acquired in connection with business combinations amounts to DKK 1.7bn or approximately 35% of the corresponding total carrying amount. The carrying amount of Technology and Customer relations is amortized until 2026 and 2029 respectively. Danfoss Cooling The Goodwill allocated to Danfoss Cooling Segment derives primarily from the acquisitions of Scroll Technologies (USA) in 2006 and Danfoss Turbocor Compressors (USA) in 2012. At the end of 2015, the carrying amount of Technology and Customer relations acquired in connection with business combinations amounts to DKK 216m or approximately 4% of the corresponding total carrying amount. The carrying amount of Technology and Customer relations is amortized until 2032 and 2019 respectively. Danfoss Heating The Goodwill allocated to Danfoss Heating Segment derives primarily from the acquisition of the DEVI Group (Denmark) in 2003 and Thermia Warme AB (Sweden) in 2005. At the end of 2015, the carrying amount of Technology and Customer relations acquired in connection with business combinations amounts to DKK 83m or approximately 2% of the corresponding total carrying amount. The carrying amount of Technology and Customer relations is amortized until 2020 and 2025 respectively. Other intangible assets At the end of 2015, Danfoss had Software in progress amounting to DKK 175m and DKK 0m capitalized development expenditure in progress. Capitalized software in progress is mainly accumulated internally. In 2015, the Group performed impairment tests on the carrying amount of software and development in progress. The project development process related to the actual expenses and achieved milestones has been evaluated according to the approved project and business plans. This led to an impairment of current development assets of DKK 11m (2014: 0m). 8282 Annual Report 2015 · The Danfoss GroupNote 8 PROPERTY, PLANT AND EQUIPMENT DKKm Cost as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Cost as of December 31 Depreciation and impairment losses as of January 1 Foreign exchange adjustments in foreign companies Transfers Depreciation Impairment Disposals Depreciation and impairment losses as of December 31 Carrying amount as of December 31 Hereof assets held under finance leases Cost as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Disposals through sale of subsidiaries Cost as of December 31 Depreciation and impairment losses as of January 1 Foreign exchange adjustments in foreign companies Transfers Depreciation Impairment Disposals Disposals through sale of subsidiaries Depreciation and impairment losses as of December 31 Carrying amount as of December 31 Hereof assets held under finance leases 2014 Land and buildings Plant and machinery Equipment Assets under construction 5,100 26 24 291 237 -253 5,425 2,270 5 50 188 60 -131 2,442 2,983 7,844 126 173 252 298 -143 8,550 5,549 9 -109 829 12 -123 6,167 2,383 5 1,804 26 -250 69 -97 1,552 1,234 3 -244 138 -91 1,040 512 37 811 22 -690 537 680 680 2015 Land and buildings Plant and machinery Equipment Assets under construction 5,425 114 186 247 -158 5,814 2,442 8 5 214 10 -86 2,593 3,221 110 8,550 110 2 378 315 -20 9,335 6,167 31 12 849 -3 7,056 2,279 3 1,552 -60 40 72 -44 -3 1,557 1,040 -64 -17 148 -40 -1 1,067 490 28 680 49 -611 575 -1 692 692 TOTAL 15,559 200 197 -397 1,141 -493 16,207 9,053 17 -303 1,155 72 -345 9,649 6,558 42 TOTAL 16,207 213 2 -7 1,209 -223 -3 17,398 9,649 -25 1,211 10 -129 -1 10,716 6,682 141 Additions/disposals through acquisitions/sale of subsidiaries are further described in Note 20 Acquisition and sale of subsidiaries and activities The Group's finance leases mainly concerns land & buildings and IT equipment. The Group has an option to acquire the leased buildings & equipment at favorable prices at the expiry of the leases. The leased assets are pledged as collateral for the lease liabilities. 8383 Annual Report 2015 · The Danfoss GroupNote 9 INVENTORIES DKKm Raw materials and consumables Work in progress Finished goods and goods for resale Inventories Write-downs of inventories Carrying amount of inventories stated at net realizable value Expensed adjustment of inventories to net realizable value included in cost of sales Cost of goods sold included in cost of sales Note 10 TRADE RECEIVABLES DKKm Trade receivables before provision for bad debts Provision for bad debts Trade receivables Receivables from associates and joint ventures Total trade receivables Hereof trade receivables due after 1 year Provision for bad debts as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Change in provisions Realized loss Provision for bad debts as of December 31 2014 1,609 475 2,001 4,085 404 215 50 16,694 2014 5,246 -156 5,090 77 5,167 9 -170 4 -28 -15 53 -156 2015 1,639 437 2,094 4,170 421 319 81 18,737 2015 5,465 -181 5,284 41 5,325 7 -156 -15 -22 12 -181 8484 Annual Report 2015 · The Danfoss GroupNote 11 SHARE CAPITAL SHAREHOLDERS HOLDING MORE THAN 5% OF THE SHARES OR 5% OF THE VOTES Bitten & Mads Clausen Foundation, Nordborg, Denmark Clausen Controls A/S, Sønderborg, Denmark Henrik Mads Clausen, Lake Forrest, USA Karin Clausen, Holte, Denmark DISTRIBUTION OF SHARES 2014 2015 No. 4,250,000 Nominal value 100 DKK No. 4,250,000 Nominal value 100 DKK A shares DKKm 425.0 A shares DKKm 425.0 SHARES 49.77% 25.56% 10.74% 7.05% VOTES 85.68% 5.40% 2.26% 1.49% No. 5,979,143 Nominal value 100 DKK B shares DKKm 597.9 No. 10,229,143 Total shares DKKm 1,022.9 No. 5,991,443 Nominal value 100 DKK B shares DKKm 599.1 No. 10,241,473 Total shares DKKm 1,024.1 Class A shares entitle the holder to ten votes for each share while Class B shares entitle the holder to one vote for each share. The holders of class A shares also have pre-emptive rights to class A shares in the event of any increases in share capital. Otherwise no shares have special rights. Resolutions regarding amendments to the Articles of Association or Danfoss A/S’ dissolution require at least two-thirds of the votes cast as well as two- thirds of the voting share capital represented at the general meeting to be adopted. The share capital is fully paid in. DIVIDEND PER SHARE (DKK) Proposed dividend per 100 DKK share Dividend paid per 100 DKK share Dividend payment to shareholders has no tax consequences for Danfoss A/S. DEVELOPMENT IN THE GROUP'S HOLDING OF TREASURY SHARES (NO. OF B-SHARES OF 100 DKK) Holding as of January 1 Acquired in the year Acquired from Bitten & Mads Clausen Foundation Sold in the year Holding as of December 31 2014 48.9 78.3 2015 51.8 48.9 2014 134,178 17,641 -600 151,219 2015 151,219 15,578 70,307 -600 236,504 The primary purpose of holding treasury shares is to secure the share option programme in Danfoss A/S. The total cost in 2015 for own shares amounts to DKK 366m (2014: 72m). The total selling price relating to treasury shares amounted to DKK 2m in 2015 (2014: 2m). The Group's holding of treasury shares represents 2.3% (2014: 1.5%) of the Group's share capital. The value of treasury shares held amounts to DKK 1,009m (2014: 622m). CAPITAL STRUCTURE The Capital structure of Danfoss is intended to ensure sufficient financial flexibility and stability for the company to reach its strategic goals. It is the policy of the Group to always qualify for a “BBB credit rating”, and the Group aims for the net-interest bearing debt to EBITDA ratio and cash flow generation to be in line with this policy over the cycle. Danfoss is currently rated “BBB/A2 with a stable outlook“ by Standard and Poor’s. End of 2015 the net-interest bearing debt to EBITDA ratio was 1.6 (2014: 2.0) on a reported basis. Danfoss aims to use the free cash flow before M&A to repay interest bearing debt and for acquisitions that will develop the existing business further, or for dividend distribution to shareholders according to policy. 8585 Annual Report 2015 · The Danfoss GroupNote 12 PROVISIONS DKKm Provisions as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfered to other debt Provisions used Reversal of unused provisions Additional provisions recognized Interest element on provisions Provisions as of December 31 Estimated maturity of above provisions: Within 1 year Between 1 and 5 years After more than 5 years Provisions as of December 31 2015 2015 Warranty Restruc- turing Contingent consideration Other TOTAL 504 21 -46 -198 -75 232 438 47 -42 -2 5 8 464 17 1 -120 -20 107 2 451 1,015 38 1 -46 -360 -97 430 2 983 86 86 Warranty Restruc- turing Contingent consideration Other TOTAL 329 108 1 438 8 8 27 59 86 253 77 121 451 617 244 122 983 Provisions for warranty comprise expected costs arising during the warranty period of the Group's products. As of December 31 receivables of DKK 37m to provisions for warranty were recognized (2014: 61m). The Group's provision for restructuring mainly relates to expected costs for termination benefits. Contingent consideration consists of earn out acquisitions. The Group's other provisions mainly consist of certain employee expenses, including jubilee costs. Provisions have been discounted to net present value if the values are significant. 8686 Annual Report 2015 · The Danfoss GroupNote 13 SHARE INCENTIVE PROGRAMS In the Danfoss Group, share incentive programs exist only in Danfoss A/S. The programs are described below. The calculation of fair values for the balance sheet as of the balance sheet dates and for stating the values as per the grant dates is based on the Black-Scholes model. The assumptions for the calculation of outstanding options and warrants are: Share price Expected volatility Expected dividends Risk-free interest rate Exercise prices and terms of maturity for the programs 2014 4,116 22.0% 1.0% 0.1-0.8% See below 2015 4,267 22.0% 1.0% 0.0-0.2% Since Danfoss is not a listed company, the above share price calculation, which has been made by an independent third party, has been based on a comparison with a number of comparable domestic and international listed companies. The share price for 2015 of 4,267 was most recently adjusted at the Annual General Meeting in 2015 and will next be fixed at the Annual General Meeting in 2016. SHARE INCENTIVE PROGRAMS ESTABLISHED IN 2004 AND SUBSEQUENT PROGRAMS In 2004 and 2007, Danfoss A/S established share incentive programs for the Board and a warrant program for executive committee members and senior managers. The condition for participation in the program was for the executive committee members and the senior managers to purchase compulsory shares. The main condition for achieving the right to be granted options/warrants was for RONA to exceed a certain minimum level for the respective financial years. The granted options and warrants give the right to purchase/subscribe for class B shares (at 100 DKK each) at fixed exercise prices 3 years after the allotment date at the earliest. In 2009, Danfoss A/S set up a new warrant program for executive committee members and senior managers. Participation in the 2009 program was not conditional on the purchase of shares. Also, no minimum RONA level was defined for the program. The programs are treated as cash-settled share-based payment transactions since Danfoss A/S has an obligation to buy back shares under the share option programs. As a consequence, a provision is made in the balance sheet for this obligation. Information on relevant programs: Options/warrants - exercise price at 1,222 Options/warrants - exercise price at 1,522 Options/warrants - exercise price at 1,932 Warrants - exercise price at 1,100 Granted (year) 2005 2006 2007 2009 Granted (number) 86,459 84,895 97,121 139,050 Fair value at grant date (DKK each) 564 762 983 365 Earliest exercise Latest exercise May 2008 May 2015 May 2009 May 2016 May 2010 May 2017 May 2012 May 2015 8787 Annual Report 2015 · The Danfoss GroupNote 13 SHARE INCENTIVE PROGRAMS (continued) Holdings and grants/disposals of options and warrants in relation to the 2004 and subsequent programs are specified below: The Board (number) Executive Committee (number) Executives (number) Other (number) Fair value (DKK each) Fair value (DKKm) Granted options/warrants 1 January: Options/warrants - exercise price at 1,222 Options/warrants - exercise price at 1,522 Options/warrants - exercise price at 1,932 Warrants - exercise price at 1,100 Changes in the share price/fair value: Options/warrants - exercise price at 1,222 Options/warrants - exercise price at 1,522 Options/warrants - exercise price at 1,932 Warrants - exercise price at 1,100 Disposal due to subscription of shares: Options/warrants - exercise price at 1,222 Options/warrants - exercise price at 1,522 Options/warrants - exercise price at 1,932 Warrants - exercise price at 1,100 Options/warrants - exercise price at 1,522 Options/warrants - exercise price at 1,932 2,400 2,400 2,400 2,400 3,713 4,713 19,848 3,650 31,924 -3,713 -1,633 -7,334 -3,650 -16,330 3,080 12,514 15,594 2,857 2,531 2,120 2,979 186 173 139 186 3,045 2,745 2,335 3,167 2,704 2,259 11 12 47 11 81 1 4 5 -11 -5 -17 -11 -44 8 34 42 The total provision as of December 31, 2015 for 2004 and subsequent share incentive programs has been calculated at DKK 42m (2014: 81m) and is recognized under current liabilities. The changes in the share price/fair value of the programs are in the income statement recognized under financial items as an expense of DKK 6m (2014: 29m), with DKK 5m (2014: 23m) in the parent company and DKK 0m (2014: 6m) in the subsidiaries. 8888 Annual Report 2015 · The Danfoss GroupNote 14 DEFERRED TAX DKKm CHANGES IN DEFERRED TAXES Deferred taxes as of January 1 (net) *) Foreign exchange adjustment in foreign companies Additions through acquisition of subsidiaries Adjustments concerning previous years Deferred tax recognized in the income statement Deferred tax recognized in other comprehensive income Deferred taxes as of December 31 (net) *) *) Liability (-) SPECIFICATION OF DEFERRED TAXES Intangible assets Property, plant and equipment and financial assets Current assets Liabilities Tax loss carry-forwards Non-capitalized tax assets regarding tax losses Set-off within the same legal entities and jurisdiction Deferred tax assets Intangible assets Property, plant and equipment and financial assets Current assets Liabilities Deferred tax regarding Danish joint taxation Set-off within the same legal entities and jurisdiction Deferred tax liabilities 2014 -382 9 -386 -28 -117 100 -804 2015 -804 -29 -64 -8 -176 -6 -1,087 2014 Deferred tax asset 2015 Deferred tax asset 70 160 341 734 438 -197 1,546 -386 1,160 58 148 393 700 402 -310 1,391 -536 855 2014 Deferred tax liability 2015 Deferred tax liability 1,724 204 83 275 64 2,350 -386 1,964 1,663 223 88 431 73 2,478 -536 1,942 The tax asset related to tax loss carry-forwards of DKK 92m net (2014: 241m) is largely related to companies that have suffered tax losses in the last three financial years. This tax asset is expected to be utilized within 3 years primarily through higher future taxable income in the respective companies. The tax value of unrecognized tax assets related to tax loss carry-forwards amounts to DKK 310m (2014: 197m). The amount is not recognized as an asset, as the tax losses carried forward are not expected to be utilized. 15% of the amount (2014: 14%) has a remaining period of 3 years or less, whereas the share with a remaining period of 10 years or more totals 75% (2014: 84%). Of the deferred tax liability of DKK 1,942m (2014: 1,964m), DKK 73m (2014: 64m) can be attributed to taxes relating to joint taxation with foreign subsidiaries in previous years. The Group has deferred tax liabilities concerning temporary differences in foreign subsidiaries, associates and joint ventures of DKK 431m (2014: 573m). The liabilities are not recognized because the Group decides on their utilization and it is likely that the liabilities will not be recognized in the foreseeable future. 8989 Annual Report 2015 · The Danfoss Group Note 15 PENSION AND HEALTHCARE OBLIGATIONS The major part of the Group's pension plans are fully funded defined contribution plans which are managed by pension and insurance companies. However, a few of the foreign subsidiaries have obligations concerning defined benefit plans which are unfunded or only partly funded. It is the Group’s policy that pension and healthcare plans within the Group should generally be arranged as defined contribution plans. However, in countries like the USA, the UK and Germany there is a tradition for defined benefit plans. The geographical split in 2015 of the net liability is Germany 53%, the USA 41% and others 6% (2014: 49%, 36% and 15% respectively). The pension plans are based on the individual employee´s salary and years of service in the company. The plans have varying requirements for risk diversification and for matching assets strategies. All material defined benefit plans have been computed by independent actuaries. THE GROUP'S DEFINED BENEFIT PLAN OBLIGATIONS Present value of defined benefit plan obligations Fair value of plan assets Pension benefit plan assets Pension and healthcare plan obligations DEVELOPMENT IN THE PRESENT VALUE OF DEFINED BENEFIT PLAN OBLIGATIONS Provision as of January 1 Foreign exchange adjustments in foreign companies Additions through business combinations Pension costs for the year Calculated interest on plan liabilities Actuarial gains(-)/losses from changes in demographic assumptions Actuarial gains(-)/losses from changes in financial assumptions Gains from reductions and redemptions Plan participants' contribution liabilities Disbursed benefits from the Group Disbursed benefits from plan assets Net transfer to provisions Provision as of December 31 DEVELOPMENT IN THE FAIR VALUE OF PLAN ASSETS Plan assets as of January 1 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Calculated interest on plan assets Plan participants' contribution asset Return for the year on plan assets excluding calculated interest Payments by the Group Disbursed benefits Net transfer to provisions Plan assets as of December 31 2014 3,732 -2,537 1,195 84 1,279 2014 2,973 236 65 30 127 46 435 -3 7 -28 -117 -39 3,732 2014 2,085 179 28 95 7 198 89 -117 -27 2,537 2015 3,813 -2,704 1,109 107 1,216 2015 3,732 263 35 127 -6 -104 6 -41 -142 -57 3,813 2015 2,537 208 96 6 -96 120 -142 -25 2,704 Few countries may require that the liability is funded but this is not the case for the majority of the countries. Defined benefit plans that are unfunded are mainly related to pension plans in some of the German subsidiaries and the healthcare plan in the USA. Unfunded plans amount to approximately DKK 565m (2014: 629m) 9090 Annual Report 2015 · The Danfoss GroupNote 15 PENSION AND HEALTHCARE OBLIGATIONS (continued) EXPENSES RELATING TO PENSION AND HEALTHCARE OBLIGATIONS 2014 2015 Pension costs for the year Calculated interest on liabilities Calculated expected return on assets Gains from reductions and redemptions Expensed in the income statement Pension cost stated under cost of sales Pension cost stated under selling and distribution costs Pension cost stated under administrative expenses Other operating income and expenses Interest concerning pension and healthcare obligations posted under financial items ESTIMATED MATURITY OF PROVISIONS Within 1 year Between 1 and 5 years After more than 5 years PENSION PLAN ASSETS ARE SPECIFIED AS FOLLOWS: Shares and similar securities Listed corporate bonds Bonds Other 30 127 -95 -3 59 14 6 10 -3 32 59 2014 154 660 2,918 3,732 2015 996 950 605 153 2,704 35 127 -96 66 17 5 13 31 66 2015 163 708 2,941 3,812 2015 37% 35% 22% 6% 100% 2014 1,381 501 478 177 2,537 2014 54% 20% 19% 7% 100% Plans in which the pension funds are invested in financial instruments are exposed to risk. 37% (2014: 54%) of the funds are invested in shares, which have historically been subject to value fluctuations. SIGNIFICANT ASSUMPTIONS FOR CALCULATION OF PENSION AND HEALTHCARE OBLIGATIONS AND RELATED COSTS Discount rate Estimated future salary increase Estimated return on defined benefit plan assets 2014 Range 0.8-3.9% 1.5-4.1% 2.3-5.4% 2014 Weighted average 3.4% 3.6% 3.5% 2015 Range 2.0-4.3% 1.8-4.2% 2.0-4.3% 2015 Weighted average 3.6% 3.5% 3.6% Life expectancy is based on relevant statistics available on the individual countries included in the calculation. The estimated return on defined benefit plan assets is based on external actuarial calculations and determined based on the composition of the assets and considering the general expectations with regard to economic developments. The Group expects to pay in DKK 142m to defined benefit plans in 2016 (2015: DKK 133m). SENSITIVITY ANALYSIS Reported defined benefit plan obligations Increase in discount rate of 0.5 percentage point affects the defined benefit plan obligations by Decrease in discount rate of 0.5 percentage point affects the defined benefit plan obligations by Increase in future salary increase of 0.5 percentage point affects the defined benefit plan obligations by Decrease in future salary increase of 0.5 percentage point affects the defined benefit plan obligations by Increase in average life expectancy of 1 year affects the defined benefit plan obligations by Decrease in average life expectancy of 1 year affects the defined benefit plan obligations by 2014 3,732 -267 +292 +53 -53 +107 -106 2015 3,812 -273 +283 +21 -19 +111 -111 9191 Annual Report 2015 · The Danfoss Group Note 16 FINANCIAL RISKS AND INSTRUMENTS FINANCIAL RISKS The Group's profitability and cash flow are exposed to financial market risks, among other factors as a consequence of Danfoss' international business profile. These risks include currency, commodity, credit, interest rate and liquidity risks. The Group's risk management activities focus on mitigation, with particular emphasis on protecting the Group's cash flow and profitability in local currency on a 15-month horizon. It is the policy of the Group not to take speculative positions in the financial markets. The Group's treasury activities are therefore aimed at mitigating and reducing the financial risks that are a direct result of the Group's operations, investments and financing activities. For a description of accounting policies and procedures such as applied recognition criteria and basis of measurement, please see the disclosure under Note 25. Basis for preparation and accounting policies. CURRENCY EXPOSURE Currency exposure consists of three elements: 1. Transaction risk: Consolidated exposures and expected future cash flows in foreign currencies on a 15 months’ horizon are covered on an ongoing basis except in cases where a natural hedge exists or in cases where hedging is not practically possible. 2. Translation risk: The Group is primarily exposed to EUR, USD and USD-related currencies. In general Danfoss does not cover translation risks, as these do not directly affect the underlying cash flows. Danfoss does, however, to some extent reduce translation risks through financing in local currencies. 3. Economic/structural risk (strategic risk): Economic/structural currency exposure cannot be covered effectively using financial instruments and is therefore not part of Danfoss’ financial risk management strategy. It is controlled as far as possible at a strategic level, as Danfoss aims for products to be sourced as close as possible to our local markets. NOMINAL POSITION Receivables and payables Cash and loans Derivative financial instruments for hedging of fair value Derivative financial instruments for hedging of future cash flows SENSITIVITY 2014 EUR DKK -469 -4,756 3,982 USD DKK -92 -386 294 GBP DKK -19 -181 195 Total -580 -5,323 4,471 2015 EUR DKK -586 -4,910 597 USD DKK -55 2,241 -2,317 GBP DKK -15 -193 219 Total -656 -2,862 -1,501 -2,382 -465 -366 -3,213 -3,433 -864 -330 -4,627 Probable increase in exchange rate Hypothetical impact on profit and loss for the year Hypothetical impact on Equity 1% -2 -36 10% -18 -65 10% -37 -20 -138 1% -2 -83 10% -13 -99 10% 1 -32 -14 -214 A decrease in the exchange rates as stated would have had the opposite effect on the profit and equity. COMMODITY RISK Movements in global commodity prices can affect the Group's earnings and cash flow. It is Danfoss’ policy to ensure that significant risks related to raw materials are reduced through the combination of fixed price agreements with suppliers, active price adjustment and in some cases financial hedging. If raw material consumption is considered material it is hedged for a minimum of 6 months and a maximum of 18 months. Danfoss has not undertaken financial hedging of raw materials in 2015 nor 2014. 9292 Annual Report 2015 · The Danfoss GroupNote 16 FINANCIAL RISKS AND INSTRUMENTS (continued) CREDIT RISK The Group’s credit risks primarily apply to trade receivables and bank deposits (the so-called counterparty risk). It is Danfoss' policy to minimize the risk of losses from credit risk. The counterparty risk towards banks and other financial partners is managed by only using solid regional and global financial partners with a credit rating of minimum "A-" or better according to Standard & Poor’s credit rating metric. The carrying amount of DKK 319m (2014: 716m) represents the maximum exposure risk related to cash and cash equivalents. Trade receivables are distributed on a number of customers and geographical areas. The geographical distribution does not differ significantly from the allocation of net sales according to Note 1. Segment reporting. A systematic credit rating is carried out of customers and any provision for bad debt is made on the basis of this credit rating. The rating also serves as the basis for the terms of payment offered to the customers. Historically, the Group has only had limited losses on bad debts. Ageing of trade receivables as of December 31: Overdue less than 30 days Overdue from 30 to 90 days Overdue more than 90 days Neither impaired nor overdue at the reporting date Net carrying amount 2014 2015 228 94 49 4,796 5,167 193 81 5,051 5,325 The carrying amount of trade receivables is estimated to represent their fair value and the maximum credit risk as well. INTEREST RATE RISK The Group’s interest rate risk derives primarily from interest-bearing debt, cash funds and pension obligations. The Group makes use of both fixed and floating-rate loans, as well as interest rate derivatives to manage this risk. As per Danfoss’ treasury policy the interest rate risk should at all times maximum equal 0.1% of Group annual revenue in case of a one percentage point shift in interest rates across the curve, when measured on the cash flow of the Group. All things being equal, a reasonably likely increase in the interest rate amounting to one percentage point compared to the interest rate level on the balance sheet date, would have had the following hypothetical impact on the profit for the year and equity at the end of the year: Cash and debt with floating interest rates Hedge instruments (interest swaps) 2014 Income State- ment -33 -33 2015 Income State- ment -20 1 -19 Equity -33 84 51 Equity -20 50 30 A decrease in the interest rate level amounting to one percentage point, compared to the interest rate level as of the balance sheet date, would have had the opposite effect. The stated sensitivities are based on the recognized financial assets and liabilities at December 31. Adjustments have not been made for instalments, borrowing, etc. All hedging of floating-rate loans is deemed 100% effective. 9393 Annual Report 2015 · The Danfoss GroupNote 16 FINANCIAL RISKS AND INSTRUMENTS (continued) LIQUIDITY RISK It is Danfoss' financial policy to have a long term credit rating of "BBB " according to the Standard & Poor’s metric as a minimum, liquidity reserves of minimum DKK 3bn, in terms of non-terminable credit facilities and accessible cash and a staggered maturity profile of non-terminable credit facilities with an average maturity profile of minimum 3 years. At the end of 2015, Danfoss' credit rating from Standard and Poor’s was "BBB/A2 with a stable outlook" and the liquidity reserve equaled DKK 8.2bn (2014: 7.0bn). In addition to this, Danfoss had cash in some subsidiaries and significant amounts of short-term credit lines. The Group considers the liquidity reserve to be adequate in relation to current plans and the market situation in general. The average maturity profile on non-terminable credit facilities was well above 3 years at the end of 2015. The Danfoss Group's loan agreements contain no financial covenants. The major part of the Group's cash and cash equivalents of DKK 319m (2014: 716m) is placed on short-term deposits with an interest rate below 1% p.a. THE GROUP'S DEBT CATEGORIES AND MATURITIES 2014 Maturity 2015 i g n y r r a C t n u o m a 10,882 1,187 63 40 3,572 12 143 15,899 l a u t c a r t n o C w o l f h s a c 11,527 1,612 63 42 3,572 12 146 16,974 r a e y 1 - 0 1,141 29 47 22 3,572 12 116 4,939 ) * s r a e y 5 - 1 5 r e v O s r a e y 4,219 118 19 30 4,386 6,167 1,465 16 1 7,649 i g n y r r a C t n u o m a 8,717 1,189 34 136 3,864 22 251 14,214 l a u t c a r t n o C w o l f h s a c 9,300 1,568 34 162 3,864 22 286 15,236 Maturity r a e y 1 - 0 863 30 18 21 3,864 22 235 5,053 ) * s r a e y 5 - 1 5 r e v O s r a e y 3,597 113 49 51 3,810 4,840 1,425 16 92 6,373 Bank debt and corporate bond Mortgage debt Employee bonds Finance lease liabilities Trade payables Debt to associates and joint ventures Derivative financial liabilities *) Maturity is evenly spread over the period. The maturity analysis is based on all non-discounted cash flows including estimated interest payments. Interest payments are estimated according to existing market conditions. The non-discounted cash flows from derivative financial instruments are presented in gross amounts, unless the parties have a contractual right or obligation to make net settlements. Operating lease liabilities and liabilities relating to the purchase of property, plant and equipment are not included in this specification, but are included in Note 22. Contingent liabilities assets and security. Non-current liabilities Current liabilities 2014 2015 11,100 4,799 15,899 9,308 4,906 14,214 9494 Annual Report 2015 · The Danfoss Group 2014 2015 Carrying amount Fair value Carrying amount Fair value Note 16 FINANCIAL RISKS AND INSTRUMENTS (continued) DKKm FINANCIAL INSTRUMENTS BY CATEGORY Other investments Financial assets available-for-sale Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities Financial assets used as hedging instruments Trade receivables Other receivables Cash and cash equivalents Loans and receivables Interest-bearing debt Trade payables and other debt Financial liabilities measured at amortized cost 33 33 14 14 33 33 14 14 5,167 638 716 6,521 5,167 638 716 6,521 12,172 6,692 18,864 12,265 6,692 18,957 Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities Derivative financial instruments for the hedging of future cash flows Financial liabilites used as hedging instruments 2 141 143 2 141 143 Derivative financial instruments for financial hedging Financial liabilities measured at fair value via the income statement 33 33 12 12 33 33 12 12 5,325 698 319 6,342 5,325 698 319 6,342 10,076 6,982 17,058 10,126 6,982 17,108 180 70 250 1 1 180 70 250 1 1 The value of derivative financial instruments is measured according to generally accepted valuation techniques based on relevant observable swap prices and exchange rates. The market value of the interest-bearing debt is recognized as the present value of expected future instalment and interest payments. The discount rate applied is the Group's current borrowing rate on loans for corresponding terms. The short-term, floating-rate debt at banks is stated at the price of 100. The fair value of trade receivables and trade payables with short credit terms is estimated to be equal to the carrying amount. The methods applied remain unchanged compared to 2014. FAIR VALUE HIERARCHY AS OF DECEMBER 31 FOR THE GROUP 2014 Quoted prices Level 1 Observ- able input Level 2 Non- observ- able input Level 3 33 33 14 14 2 141 In total 33 14 47 2 141 12,265 12,408 12,265 12,408 2015 Quoted prices Level 1 Observ- able input Level 2 Non- observ- able input Level 3 33 33 86 86 86 12 12 180 70 1 10,126 10,377 In total 33 12 45 180 70 1 86 10,126 10,463 FINANCIAL ASSETS: Other investments Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities Derivative financial instruments for the hedging of future cash flows Total financial assets FINANCIAL LIABILITIES: Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities Derivative financial instruments for the hedging of future cash flows Derivative financial instruments for financial hedging Contingent consideration Interest-bearing debt Total financial liabilities 9595 Annual Report 2015 · The Danfoss GroupNote 16 FINANCIAL RISKS AND INSTRUMENTS (continued) DKKm FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE BASED ON LEVEL 3 Carrying amount as of January 1 Foreign exchange adjustments in foreign companies Addition through aquisition of subsidiaries Gain/loss (-) in the income statement Carrying amount as of December 31 Gain/loss (-) in the income statement for assets owned as of December 31 Gain/loss (-) in the income statement is recognized under financial income and expenses. DERIVATIVES AS OF DECEMBER 31 FOR THE GROUP 2014 t c a r t n o c t a t n u o m A l i a p c n i r p / e c i r p t n e m j t s u d a e u a v l t e k r a m n o ) - ( s s o l / n a G i USD EUR Other currencies Forward exchange contracts Interest swaps Other derivatives Derivatives end of year -29 1,455 -479 2,733 5 -2 -94 -91 -37 -1 -129 d e z i n g o c e r ) - ( s s o l / n a G i t n e m e t a t s e m o c n i n i 3 -3 10 10 -2 8 r a e y 1 n a h t s s e l e u D 13 1 -104 -90 -90 s r a e y 5 d n a 1 n e e w t e b e u D -11 -11 -37 1 -47 2015 t c a r t n o c t a t n u o m A s r a e y 5 r e t f a e u D l i a p c n i r p / e c i r p t n e m j t s u d a e u a v l t e k r a m n o ) - ( s s o l / n a G i -3,137 -3,249 -307 2,244 -198 1 1 -195 -43 d e z i n g o c e r ) - ( s s o l / n a G i t n e m e t a t s e m o c n i n i -175 16 -9 -167 -1 -238 -168 2014 2015 Other invest- ments Level 3 Other invest- ments Level 3 33 -2 2 33 2 s r a e y 5 r e t f a e u D 32 5 -4 33 -4 s r a e y 5 d n a 1 n e e w t e b e u D -1 -1 2 -28 -28 r a e y 1 n a h t s s e l e u D -22 -14 8 -28 -14 -42 At the end of 2015, unrealized gain/loss(-) on derivatives hedging foreign currency risk recognized in equity amounted to DKK -28m (2014: -100m). At the end of 2015, unrealized gain/loss(-) on derivatives hedging floating interest payments recognized in equity amounted to DKK -42m (2014: -37m). Forward exchange contracts are primarily used for hedging future sales in foreign currencies. Interest rate products are used to convert floating-rate liabilities to fixed rates. DKK 1m was taken to expense in 2015 (2014: 0m) as a consequence of testing for effectiveness. 9696 Annual Report 2015 · The Danfoss Group Note 17 CORPORATION TAX DKKm Corporation tax payable/receivable (-) as of January 1 Foreign exchange adjustment in foreign companies Additions through aquisition of subsidiaries Paid during the year Adjustments concerning previous years Current tax expenses in income statement Current tax expenses in other comprehensive income Corporation tax payable/receivable (-) as of December 31 The above corporation tax is recorded as follows: Assets Liabilities Note 18 ADJUSTMENT FOR NON-CASH TRANSACTIONS DKKm Depreciation/amortization and impairment Gain(-)/loss on disposal of tangible assets and business activities Share of profit from associates and joint ventures after tax Financial income Financial expenses Other, including provisions Adjustment for non-cash transactions Note 19 CHANGE IN WORKING CAPITAL DKKm Change in inventories Change in receivables Change in trade payables and other debt 2014 -23 -25 6 -1,107 -31 1,072 -38 -146 441 295 -146 2014 1,738 -99 187 -37 486 -293 1,982 2015 -146 6 -1,063 6 954 18 -225 527 302 -225 2015 1,926 -37 -67 -70 426 -225 1,953 2014 2015 105 -13 104 196 5 73 221 299 9797 Annual Report 2015 · The Danfoss GroupNote 20 ACQUISITION AND SALE OF SUBSIDIARIES AND ACTIVITIES Note 20 ACQUISITION AND SALE OF SUBSIDIARIES AND ACTIVITIES DKKm DKKm 2014 2014 Company/activity Company/activity Vacon Vacon 2015 2015 Country Country Consolidated Consolidated from/until from/until Holding acquired/sold Holding acquired/sold Net sales per year *) Net sales per year *) No. of employees Conside- No. of ration paid employees Conside- ration paid Acquisition Acquisition Finland Finland December December 100% 100% 3,002 3,002 1,610 7,506 1,610 7,506 Net sales per year *) No. of employees Holding acquired/sold Consolidated Consolidated from/until from/until Holding acquired/sold Country Country December October February January Turkey Acquisition Acquisition Netherlands Acquisition New Zealand Estonia Sale Acquisition Turkey Acquisition Netherlands Acquisition New Zealand Estonia Sale Company/activity Company/activity DAF Enerji DAF Enerji Advitronic Engineering B.V. Advitronic Engineering B.V. Vacon Drives sales activity New Zealand (asset deal) ProEkspert Vacon Drives sales activity New Zealand (asset deal) ProEkspert *) Net sales in the financial year prior to the acquisition or sale. ** According to non-disclosure obligations the purchase prices are not stated *) Net sales in the financial year prior to the acquisition or sale. ** According to non-disclosure obligations the purchase prices are not stated Danfoss did not acquire other companies / activities in 2014 than Vacon. The outstanding shares (1.5%) of Vacon was acquired in 2015, mainly by a squeeze out procedure concerning the outstanding shares in Vacon. The outstanding shares of 1.5% were included in the total acquisition price with a corresponding Danfoss did not acquire other companies / activities in 2014 than Vacon. The outstanding shares (1.5%) of Vacon was acquired in 2015, mainly by a squeeze out liability of 120 mDKK in Other Debt under Current Liabilities in 2014. The payment made in 2015 matches the liability made in 2014. procedure concerning the outstanding shares in Vacon. The outstanding shares of 1.5% were included in the total acquisition price with a corresponding The Purchase Price Allocation related to Vacon was finalized in 2015. Goodwill was increased with 130 mDKK, while other net assets were reduced with liability of 120 mDKK in Other Debt under Current Liabilities in 2014. The payment made in 2015 matches the liability made in 2014. a similar amount. The revaluation does not have any cash flow impact. The Purchase Price Allocation related to Vacon was finalized in 2015. Goodwill was increased with 130 mDKK, while other net assets were reduced with a similar amount. The revaluation does not have any cash flow impact. Besides paying for the remaining shares in VACON, the Danfoss Group sold 1 company and acquired 3 companies/activities in 2015 : December October February January 60% 100% 100% 75% 60% 100% 100% 75% 55 8 3 123 56 9 6 43 Net sales per year *) 56 9 6 43 Conside- No. of ration paid employees 55 8 3 123 Conside- ration paid ** ** ** ** ** ** ** ** Besides paying for the remaining shares in VACON, the Danfoss Group sold 1 company and acquired 3 companies/activities in 2015 : The Danfoss Group sold their ownership of 75.2% in ProEkspert AS in Estland in January 2015 and acquired a sales activity in New Zealand in February 2015. The Danfoss Group sold their ownership of 75.2% in ProEkspert AS in Estland in January 2015 and acquired a sales activity in New Zealand in February 2015. On October 19, 2015, the Danfoss Group acquired 100% of the shares in Advitronic Engineering B.V in the Netherlands. For the Danfoss Group the acquisition is a step up in solutions related to Internet of Things and Connectivity in the food retail industry. Part of the acquisition price has been paid, while On October 19, 2015, the Danfoss Group acquired 100% of the shares in Advitronic Engineering B.V in the Netherlands. For the Danfoss Group the the a remaining part will be paid in the period 2016-2019 dependent upon the R&D progress in the company. The expected payment for the remaining acquisition price has been included with a corresponding liability in Other Debt. acquisition is a step up in solutions related to Internet of Things and Connectivity in the food retail industry. Part of the acquisition price has been paid, while the a remaining part will be paid in the period 2016-2019 dependent upon the R&D progress in the company. The expected payment for the remaining On December 22, 2015, the Danfoss Group paid and acquired 60% of the shares in DAF Enerji in Istanbul, Turkey. The company is a market leader in the flat acquisition price has been included with a corresponding liability in Other Debt. station segment in Turkey. The rationale for the acquisition is to get a stronger presence and foothold including manufacturing facilities in Turkey. The remaining 40% of the shares in the company will be acquired in the period 2016-2018, where the price is decided on the basis of the financial performance of the company. On December 22, 2015, the Danfoss Group paid and acquired 60% of the shares in DAF Enerji in Istanbul, Turkey. The company is a market leader in the flat The expected payment for the remaining shares has been included in the total acquisition price with a corresponding liability in Other Debt. station segment in Turkey. The rationale for the acquisition is to get a stronger presence and foothold including manufacturing facilities in Turkey. The remaining 40% of the shares in the company will be acquired in the period 2016-2018, where the price is decided on the basis of the financial performance of the company. The goodwill of 143mDKK arising from the acquisitions is attributable to the value of staff, know-how and synergies expected from combining the operations The expected payment for the remaining shares has been included in the total acquisition price with a corresponding liability in Other Debt. of the Danfoss Group and the acquired businesses. None of the goodwill recognized is expected to be deductible for income tax purposes. The goodwill of 143mDKK arising from the acquisitions is attributable to the value of staff, know-how and synergies expected from combining the operations The initial accounting for the acquisition of DAF Enerji and Advitronic Energineering BV is preliminary because of the short time span between the acquisition of the Danfoss Group and the acquired businesses. None of the goodwill recognized is expected to be deductible for income tax purposes. date and the time of the financial statements being authorized for issue. In accordance with IFRS 3, the accounting will be finalized within 12 months. Acquisition-related costs, e.g. due diligence costs, of DKK 3m have been charged to other operating expenses in the consolidated income statement for the year The initial accounting for the acquisition of DAF Enerji and Advitronic Energineering BV is preliminary because of the short time span between the acquisition ending December 31, 2015. date and the time of the financial statements being authorized for issue. In accordance with IFRS 3, the accounting will be finalized within 12 months. Acquisition-related costs, e.g. due diligence costs, of DKK 3m have been charged to other operating expenses in the consolidated income statement for the year There has not been any significant acquisitions and disposals of companies/activities after the reporting period. ending December 31, 2015. The following table summarizes the consideration paid/received for acquired/sold companies and the fair value of assets and liabilities at the closing date. Revaluation done in 2015 related to the Purchase Price Allocation for Vacon is not included under 2015. There has not been any significant acquisitions and disposals of companies/activities after the reporting period. 2014 Acquisitions 2015 Acquisitions 2014 Disposals 2015 Disposals 2 -64 -2 2014 Disposals 2015 Acquisitions 2014 Acquisitions The following table summarizes the consideration paid/received for acquired/sold companies and the fair value of assets and liabilities at the closing date. Revaluation done in 2015 related to the Purchase Price Allocation for Vacon is not included under 2015. Intangible assets, except goodwill Property, plant and equipment Other non-current assets, including deferred tax assets Inventories Intangible assets, except goodwill Receivables Property, plant and equipment Cash and cash equivalents Other non-current assets, including deferred tax assets Interest-bearing debts Inventories Provisions, including deferred tax liabilities Receivables Trade and other payables Cash and cash equivalents Net assets acquired Interest-bearing debts Goodwill(-)/profit on disposal Net assets including goodwill(-)/profit on disposal Provisions, including deferred tax liabilities Cash and cash equivalents Trade and other payables Consideration, net of cash Net assets acquired Change in short term payable/receivable Goodwill(-)/profit on disposal Minority interest Net assets including goodwill(-)/profit on disposal Net cash paid(-)/received Cash and cash equivalents Consideration, net of cash Change in short term payable/receivable Minority interest Net cash paid(-)/received -2,033 -197 -113 -290 -636 -242 121 609 547 -2,234 -5,514 -7,748 242 -7,506 120 10 -7,376 -2,033 -197 -113 -290 -636 -242 121 609 547 -2,234 -5,514 -7,748 242 -7,506 120 10 -7,376 -11 -22 -9 4 20 19 -65 -143 -208 9 -199 -35 -11 -22 -9 4 20 19 -65 -143 -208 9 -199 -35 -8 24 19 43 -20 23 -6 -6 11 -64 -2 10 20 -3 2 -3 -3 -234 -3 2 -3 -3 -234 -1 -1 2 10 20 -8 24 19 43 -20 23 -6 -6 11 2015 Disposals 9898 Annual Report 2015 · The Danfoss Group Note 21 ACQUISITION(-)/SALE OF OTHER INVESTMENTS DKKm Sale of shares and other securities Purchase of shares and other securities Increase/decrease of lending 2014 19 -2,256 34 -2,203 2015 -126 -94 -220 Purchase of shares and other securities is related to purchase of shares in LineStream Technologies Inc. and BD Kompressor Holding GmbH & Co. KG. In 2014, the Group purchased shares in SMA Solar Technology AG. Further information is provided in Note 3. Investments. 9999 Annual Report 2015 · The Danfoss GroupNote 22 CONTINGENT LIABILITIES, ASSETS AND SECURITY DKKm SECURITY Carrying amount of land and buildings pledged as security for bank loans and mortgages Leasing assets pledged as security for leasing commitments Secured loans from financial institutions 2014 735 38 1,239 2015 755 44 1,352 In connection with disposal of subsidiaries, ordinary guarantees and warranties have been issued. These guarantees and warranties are considered to have no impact on the Group's financial position beyond what has been stated in the annual report. CONTINGENT LIABILITIES At the beginning of 2009 the European Commission's Directorate General for Competition along with a number of other competition authorities initiated investigations of, among others, Danfoss Household Compressors on suspicion of breach of competition regulations. These Investigations have all been concluded. Civil lawsuits against Danfoss are still pending in Europe and North America, the outcomes of which are not yet known. In addition, Danfoss A/S is party to a small number of disputes, lawsuits and legal actions, including tax disputes. It is the view of the Management that the outcome of these legal actions will have no other significant impact on Danfoss A/S' financial position beyond what has been recognized and stated in the Annual Report. OPERATING LEASES (LEASE EXPENSES) Operating lease payments fall due as follows: Buildings: Less than 1 year Between 1 and 5 years More than 5 years Equipment etc.: Less than 1 year Between 1 and 5 years More than 5 years 2014 2015 268 674 303 148 150 5 226 522 223 140 137 1 The Group expensed DKK 494m in operating lease payments in 2015 (2014: 413m) and they relate mainly to buildings and equipment. There were no significant contingent lease payments in 2015 or 2014. OPERATING LEASES (LEASE INCOME) Operating lease payments fall due as follows: Less than 1 year Between 1 and 5 years More than 5 years The Group recognized operating lease income of DKK 27m in 2015 (2014: 32m). The above rentals relate mainly to buildings. CONTRACTUAL OBLIGATIONS Service contract commitment other than leases Inventories Property, plant and equipment Hereof commitments relating to succeeding year 2014 2015 8 6 2014 382 463 137 821 6 14 1 2015 405 758 144 1,092 100100 Annual Report 2015 · The Danfoss GroupNote 23 RELATED PARTIES Danfoss A/S’ related parties comprise Bitten & Mads Clausen Foundation and other shareholders with significant ownership interests, cf. Note 11. Share capital, as well as subsidiaries, associates, joint ventures, the Board of Directors, the Executive Committee and other members of the Danfoss Leadership Team. Further, related parties comprise companies in which the above-mentioned persons have significant interests. BITTEN & MADS CLAUSEN FOUNDATION, OTHER SHAREHOLDERS AND OTHER RELATED COMPANIES The Bitten and Mads Clausen Foundation, which holds 49.77% of the shares in Danfoss A/S and controls 85.68% of the voting power, has the controlling influence. In the financial year a limited number of transactions have taken place between Bitten & Mads Clausen Foundation, its other subsidiaries and certain shareholders of the Clausen Family. The transactions comprise of service and financial transactions and they have been made according to the arm's length principle or on a cost covering basis. The total payment to the Danfoss Group does not exceed DKK 25m (2014: 25m). In the financial year, Bitten & Mads Clausen Foundation sold shares in Danfoss A/S at at value of DKK 300m back to the company (2014: 0m). Around 97% of Danfoss A/S' dividend payments is related to Bitten & Mads Clausen Foundation and shareholders of the Clausen Family. BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND OTHER MEMBERS OF DANFOSS LEADERSHIP TEAM In the financial year, no transactions took place with the Board of Directors, the Executive Committee or other members of the Danfoss Leadership Team other than the transactions as a result of conditions of employment, except for the following: The Group has a rental agreement for a property in Italy with Chairman of the Board Jørgen M. Clausen. The rental agreement runs until and including 2017. The rent payment amounted to DKK 2m in 2015 (2014: 2m). Besides that, companies in which Mads-Peter Clausen and Jørgen M. Clausen have significant ownership interests have sold goods and services of less than DKK 5m (2014: 5m) to the Danfoss Group. All transactions were performed on an arm's length basis. For further information about the salaries of the board and the Executive Committee see the Note 2. Expenses and other operating income, section A. Personnel expenses and Note 13. Share incentive programs. DKKm TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES Sales of goods and services Purchases of goods and services 2014 177 128 2015 273 117 Transactions besides the above transactions with joint ventures and associates are described in Note 3. Investments, Note 4. Financial income, Note 5. Financial expenses and Note 16. Financial risks and instruments. Note 24 EVENTS AFTER THE BALANCE SHEET DATE Subsequent to December 31, 2015 there have been no further events with any significant effect on the financial statements beyond what has been recognized and disclosed in the Annual Report. 101101 Annual Report 2015 · The Danfoss GroupNote 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES Danfoss A/S is a company domiciled in Denmark. The Annual Report for the period January 1-December 31, 2015, comprises the consolidated financial statements of Danfoss A/S and its subsidiaries (the Group). In the consolidated financial statements, the items of subsidiaries are recognized in full. The minority interests’ proportionate share of the profit/ loss for the year is recognized as part of the Group’s profit/loss for the year and as a separate share of the Group’s equity. The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies. Unless otherwise indicated, the Annual Report is presented in DKK rounded to the nearest million. The annual report has been prepared on the basis of the historical cost convention except for the following assets and liabilities, which are measured at fair value: derivative financial instruments, financial instruments classified as available for sale, liabilities related to share options and warrants as well as pension and healthcare obligations. Non-current assets and disposal groups held for sale are measured at the lower carrying amount before the reclassification and fair value less costs to sell. Changes in accounting policies Danfoss A/S has implemented the standards and interpretations that have taken effect for 2015. None of those standards and interpretations has affected recognition and measurement in 2015, nor are they expected to have a material effect on Danfoss A/S in future. New financial reporting regulations A number of standards and interpretations have been issued that are not mandatory for Danfoss A/S in the preparation of the Annual Report for 2015. An assessment of the impact of the standards and interpretations in question has been initiated. The new standards and interpretations are expected to be implemented from their mandatory effective dates. Accounting policies The accounting policies set out below have been consistently applied in respect of the financial year and the comparative figures. Consolidated financial statements The consolidated financial statements comprise the Parent Company, Danfoss A/S and subsidiaries in which Danfoss A/S directly or indirectly hold more than 50% of the voting rights or otherwise control the company’s financial and operating policies with a view to obtaining a yield or other benefits from its activities. Companies in which the Group has between 20% and 50% of the voting rights and exercises a significant influence, but does not control, are considered associates or joint ventures when the joint venture conditions of IFRS 11 are met. When assessing whether Danfoss A/S exercises control or significant influence or joint control, potential voting rights which can be utilized at the balance sheet date are taken into account. The consolidated financial statements are prepared by aggregating the financial statements of the Parent Company and the individual subsidiaries, which have all been prepared in accordance with t h e accounting policies of Danfoss A/S. The companies included in the Group are disclosed in the section “Danfoss Group Companies”. Business combinations Newly acquired or established companies are recognized in the consolidated financial statements from the acquisition date, and divested companies are recognized in the consolidated income statement until the time of divestment. Comparative figures are not restated for newly acquired companies. Unless divested companies are classified as discontinued operations, comparative figures are not restated. When the Danfoss Group takes over control of acquired companies, the purchase method is applied. This means that the identifiable assets and liabilities, including contingent liabilities, of the acquired companies are stated at fair value at the acquisition date. Identifiable intangible assets are recognized if they can be separated or arise from a contractual right. The tax effect of revaluations is recognized. The time of takeover is the day when the Danfoss Group de facto obtains control of the acquired company. The consideration for a business comprises the fair value of the consideration agreed upon, in the form of assets transferred, liabilities assumed and equity instruments issued. If part of the consideration is contingent on future events or in compliance with agreed conditions, that part of the consideration is recognized at fair value at the acquisition date. Costs attributable to business combinations are recognized directly in the income statement when incurred. When a business is taken over in more than one transaction (step acquisition), previously acquired investments are revalued at fair value at the acquisition date, and value adjustments are recognized in the income statement under other operating income or other operating expenses. Management estimates the fair value of the total investment acquired immediately on completion of the step acquisition. Fair value is measured at the cost of the total investment acquired. If uncertainty exists at the acquisition date concerning the identification or measurement of acquired assets, liabilities or contingent liabilities, initial recognition is made at provisional fair values. If it subsequently becomes apparent that the fair value of identifiable assets and liabilities, including contingent liabilities, differs from the assumed fair value at the acquisition date, the calculation is adjusted retroactively, including goodwill, until 12 months following the acquisition. The effect of the adjustments is recognized in the opening equity and comparative figures are restated. Subsequently, goodwill is not adjusted. Changes in estimates of contingent consideration are recognized directly in the income statement. Investments in subsidiaries are set off against the proportionate share of the subsidiaries’ fair value of the identifiable net assets and recognized contingent liabilities at the acquisition date. On consolidation, intra-Group income and expenses, shareholdings, intra-Group balances and dividends and realized and un-realized profits and losses on transactions between the consolidated companies are eliminated. Unrealized losses are eliminated in the same way as unrealized profits, provided that no impairment has occurred. Any excess of the cost over the fair value of the identifiable assets and liabilities, including contingent liabilities (goodwill), is recognized as goodwill under intangible assets. Goodwill is not amortized, but is subject to annual impairment tests. The initial impairment test is carried out before the end of the acquisition year. Upon acquisition, goodwill is allocated to the cash-generating units, which form the basis for subsequent impairment tests. Identification of cash-generating units is based on the Group’s cash flows, in accordance with the structure in the 102102 Annual Report 2015 · The Danfoss Group Note 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES (continued) internal financial reporting. Such cash flows do not always follow the legal structure of the Group. Goodwill and fair value adjustments related to the acquisition of a foreign unit with a functional currency other than the Danfoss Group’s presentation currency are treated as assets and liabilities belonging to the foreign unit and converted to the functional currency of the foreign unit at the exchange rate on the transaction day. Gain or loss on disposal of subsidiaries, associates or joint ventures are stated as the difference between the sales amount or the disposal amount and the carrying amount of net assets, including goodwill at the date of disposal, less disposal costs. Minority interests On initial recognition, minority interests are measured either at fair value or at their proportionate share of the fair value of the acquired company’s identifiable assets, liabilities and contingent liabilities. In the case of the former, goodwill is recognized in respect of the minority interests’ ownership share in the acquired company, whereas in the latter case, goodwill is not recognized as a part of minority interests. The measurement of minority interests is determined for each transaction and stated in the notes under the description of acquired companies. Foreign currency translation For each of the reporting enterprises in the Group, a functional currency is determined. The functional currency is the currency used in the primary financial environment in which the reporting enterprise operates. Transactions denominated in currencies other than the functional currency are considered transactions denominated in foreign currencies. On initial recognition, transactions denominated in foreign currencies are translated to the functional currency at the exchange rates at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rates at the balance sheet date. Currency gains and losses arising on translation are recognized in the income statement under financial items. Non-monetary assets and liabilities denominated in foreign currencies are recognized at the foreign exchange rates at the transaction date. part of loans and derivative financial instruments, which has been allocated for currency hedging of net investments made in these companies and which effectively protects against similar currency rate gains or losses on net investments in the company. On disposal of wholly-owned foreign units, the foreign exchange adjustments which have been accumulated in equity via other comprehensive income and which can be ascribed to the unit are reclassified from “Translation reserve” to the income statement, together with any gains or losses from the disposal. On disposal of partially-owned foreign subsidiaries, the part of the translation reserve related to minority interests is not recognized in the income statement. Repayments of balances, which are considered part of the net investment, are not considered a partial disposal of the subsidiary. Income Statement Net sales Net sales of goods for resale and finished goods are recognized in the income statement, provided that delivery and transfer of risk to the purchaser has taken place before the year end, and that the income can be reliably measured and payment is expected to be received. Net sales are measured at the fair value of the consideration agreed, excluding VAT, duties and discounts in relation to the sale. Related service income is recognized in the income statement as the services are performed. Accordingly, the recognized sale corresponds to the sales value of the work performed during the year. The sale of services is recognized in the income statement when the aggregated income and expenses of the service contract can be reliably measured, and it is probable that the Group will receive the financial benefits, including payments. Cost of sales Cost of sales comprises costs incurred in generating the year’s net sales. Such costs include cost of sales or manufacturing costs, including direct and indirect costs for raw materials and consumables, wages and salaries, rent and leases, and depreciation. On recognition in the consolidated financial statements of companies with a functional currency other than DKK, the income statements are translated at the exchange rates at the transaction date, and the balance sheet items are translated at the exchange rates at the balance sheet date. Research and development cost Research and development costs include costs that do not qualify for capitalization including costs, like wages and salaries and consumables. An average exchange rate for each month is used as the exchange rate at the transaction date to the extent that this does not significantly distort the presentation of the underlying transactions. Foreign exchange differences arising on translation of the opening balance of equity of such enterprises at the exchange rates at the balance sheet date and on translation of the income statements from the exchange rates at the transaction date to the exchange rates at the balance sheet date are recognized directly in equity under a separate translation reserve. The foreign exchange adjustment is allocated between the equity of the Parent Company and of the minority shareholders. Foreign exchange adjustments of balances which are considered part of the total net investment in companies with a different functional currency than DKK are recognized directly in the equity under a separate reserve for foreign exchange adjustments. Likewise, foreign exchange gains or losses are recognized in the consolidated financial statements (directly in the equity under a separate reserve for foreign exchange adjustments) concerning the Selling and distribution costs Selling and distribution costs comprise costs related to distribution of products sold during the year and sales staff, advertising and exhibition expenses etc., including depreciation. Furthermore, provisions for bad debt are included. Administrative expenses Administrative expenses comprise expenses in relation to administrative staff, management, office premises, office expenses etc., including depreciation. Other operating income and expenses Other operating income and expenses comprise items secondary to the principal activities of the companies, including gains/losses on disposal of non-current assets and companies, impairment losses and employee termination expenses. 103103 Annual Report 2015 · The Danfoss Group Note 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES (continued) Share of profit from investments in associates and joint ventures The proportionate share of the results of associates and joint ventures after tax is recognized in the consolidated income statement after elimination of the proportionate share of intra-Group profits/losses and less goodwill impairment. Financial income and expenses Financial income and expenses comprise interest income and expenses, realized and unrealized gains and losses on securities, debt and transactions denominated in foreign currencies, amortization of financial assets and liabilities and surcharges and refunds under the Tax Prepayment Scheme etc. Also included is the interest element of finance leases and gains and losses on derivative financial instruments which are not designated as hedging arrangements. amount at the selling date. Gains or losses are recognized in the income statement under Other operating income or Other operating expenses. Property, plant and equipment Land and buildings, plant and machinery and equipment are measured at cost less accumulated depreciation and impairment losses. Cost comprises the purchase price, expenses for materials, components, sub-suppliers, direct salary expenses, borrowing costs incurred from specific and general borrowing which directly pertain to the construction of the individual asset and for self-produced assets as well as indirect construction costs. Where individual components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items, and depreciated separately. Borrowing costs incurred in relation to general borrowing activities or loans which relate directly to the purchase, construction or development of qualifying assets, are allocated to the cost of such assets. Balance sheet Intangible assets Goodwill Goodwill is initially recognized in the balance sheet at cost and allocated to cash-generating units as described under “Business combinations”. Subsequently, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortized. Development projects, software, patents and licenses Development projects that are clearly defined and identifiable, where the technical feasibility, sufficient resources and a potential future market or utilization opportunity within the company is demonstrated, and where the company intends to produce, market or use the project, are recognized as intangible assets provided that the cost can be measured reliably and that there is sufficient assurance that future earnings or the net selling price can cover cost of sales, selling and distribution costs and administrative expenses and development costs. Other development costs are recognized in the income statement when incurred. Recognized development projects are measured at cost less accumulated amortization and impairment. Cost includes direct and indirect expenses, including salaries and borrowing costs incurred from specific and general borrowing directly pertaining to the development of development projects. Completed development projects, including software, are generally amortized on a straight-line basis over 4 to 5 years. Development projects in progress are not amortized, but are annually tested for impairment. Patents and licenses are measured at cost less accumulated amortization and impairment. Patents are amortized on a straight-line basis over the patent period and licenses are amortized over the shorter of the contract period and the useful life. Patent and contract periods are normally 5-10 years. Other intangible assets Other intangible assets, including intangible assets acquired in a business combination, which typically comprise technology and customer relations, are amortized on a straight-line basis over the expected useful life, which is typically a period of 10 to 20 years. Intangible assets, including trademarks, with indefinite useful lives are not amortized, but are tested annually for impairment. Gains and losses on the disposal of intangible assets are determined as the difference between the selling price less costs to sell and the carrying Subsequent costs, e.g. in connection with replacement of components of property, plant and equipment, are recognized in the carrying amount of the asset, if it is probable that the costs will result in future economic benefits. All costs incurred for ordinary repairs and maintenance are recognized in the income statement as incurred. Depreciation is provided on a straight-line basis over the expected useful lives, which are as follows: Buildings and building components Plant and machinery Equipment 15-30 years 4-10 years 2-6 years The depreciable amount of an asset is determined based on the residual value of the asset less any impairment charges. The residual value is determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount of the asset, depreciation is discontinued. When changing the depreciation period or the residual value, the effect on the depreciation is recognized prospectively as a change in accounting estimates. Depreciation is recognized in the income statement under Costs of sale, Distribution costs or Administrative expenses. Gains and losses on disposal of property, plant and equipment are determined as the difference between the selling price less costs to sell and the carrying amount at the selling date. Gains or losses are recognized in the income statement under other operating income or other operating expenses. The cost of assets held under finance leases is recognized at the acquisition date at the lower of fair value of the assets and the present value of the future lease payments. For the calculation of the net present value, the interest rate implicit in the lease or the Group’s alternative interest rate is used as discount rate. Assets held under finance leases are depreciated and amortized like other property, plant and equipment. Assets held under operating leases are systematically expensed over the lease period. Impairment of non-current assets Goodwill and intangible assets with indefinite useful lives are tested annually for impairment, initially before the end of the acquisition year. Similarly, development projects in progress are subject to an annual impairment test. Deferred tax assets are subject to annual impairment tests and are recognized only to the extent that it is probable that the assets will be utilized. 104104 Annual Report 2015 · The Danfoss Group Note 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES (continued) The carrying amount of other non-current assets is tested annually for evidence of impairment. When there is evidence that assets may be impaired, an impairment test is made. Impairment is tested by calculating the recoverable amount. The recoverable amount is the higher of an asset’s fair value less expected costs to sell and its value in use. The value in use is determined as the present value of expected future cash flows from the asset or the cash-generating unit (CGU). If the fair value or value in use cannot be determined on individual assets, the recoverable amount is determined as the fair value of expected future cash flows from activities or the cash-generating unit (CGU) to which the asset belongs. Impairment losses are recognized in the income statement if the carrying amount of an asset or a cash-generating unit exceeds the recoverable amount. Impairment of assets is reversed to the extent of changes in the assumptions and estimates underlying the impairment calculation. Impairment is only reversed to the extent that the asset’s new carrying amount does not exceed the carrying amount of the asset after depreciation or amortization, had the asset not been impaired. However, impairment of goodwill is never reversed. Financial assets Investments in associates and joint ventures are measured in the consolidated financial statements according to the equity method at the proportionate share of the enterprises including additional value from acquisitions, including goodwill and deduction or addition of proportionate shares of unrealized intra-group profits and losses. Investments in associates and joint ventures are tested for impairment, when evidence of impairment exists. Inventories Inventories are measured at cost. Where the estimated selling price less any costs of completion and selling (net realizable value) is lower than cost, inventories are written down to this lower value. Cost is calculated on the basis of the weighted average method or the FIFO method. The cost of work in progress and finished goods comprises the cost of raw materials and consumables, conversion costs and other costs directly or indirectly attributable to the goods. Indirect production overheads comprise maintenance and depreciation of production facilities and plant as well as administration and management of factories. Receivables Receivables are measured at amortized cost. Receivables are written down for bad debt losses in case of evidence of impairment on the basis of customers’ anticipated ability to pay and expectations of any changes to this ability, taking into account historical payment patterns, terms of payment, customer segment, creditworthiness and prevailing market conditions in the individual markets. Impairment losses are calculated as the difference between carrying amount and present value of expected cash flows, including the expected realizable value of any collateral provided. The discount rate is the effective interest rate used at the time of initial recognition of the receivable. Equity Share capital The share capital comprises the nominal portion of the amounts paid in accordance with the subscription for shares. Share capital can only be released according to the rules relating to capital reduction. Share premium Share premium comprises amounts not included in the nominal share capital which have been paid by the shareholders in connection with capital increases, and gains and losses from the sale of treasury shares. The reserve is part of the company’s free reserves. Reserve for proposed dividends Dividends are recognized as a liability at the date when they are adopted at the Annual General Meeting. Proposed dividends for the financial year are included in equity under proposed dividends. Hedging reserve In connection with hedging of future sales and purchase transactions (cash flows), changes in the fair value of instruments qualifying for hedge accounting (documentation etc.) are recognized in the statement of comprehensive income under hedging reserve, until the hedged transaction is realized. The recognized changes in the fair value are recognized in the hedging reserve under equity. Translation reserve Foreign exchange differences arising on the translation of the opening balance of equity of foreign companies at the exchange rates at the balance sheet date, and on translation of income statements from the exchange rates at the transaction date to the exchange rates at the balance sheet date are recognized directly in a separate translation reserve in the statement of comprehensive income under the item Foreign exchange adjustments. Foreign exchange adjustments of non-current balances with foreign subsidiaries and associates, which are considered additions to or deductions from the subsidiaries’ equity as well as foreign exchange adjustments of hedging transactions for the purpose of hedging the Group’s net investments in subsidiaries, are also recognized directly in the consolidated statement of comprehensive income. The translation reserve in the equity comprises the parent company shareholders’ share of the foreign exchange adjustments. On complete or partial disposal of a foreign entity or on repayment of balances which constitute part of the net investment in the foreign entity, the share of the cumulative amount of the exchange differences recognized in other comprehensive income relating to that foreign entity is recognized in the income statement when the gain or loss on disposal is recognized. Reserve for treasury shares The reserve for treasury shares comprises the acquisition cost for the company’s portfolio of treasury shares. The dividend from treasury shares is recognized directly in the retained earnings in equity. Gains and losses from the sale of treasury shares are recognized in share premium. Provisions A provision is recognized in the balance sheet when the Group has a legal or constructive obligation as a result of a past event in the financial year or previous years, and it is probable that the settlement of the obligation may lead to an outflow of the Group’s financial resources which can be reliably measured at the balance sheet date. The amount recognized as a provision is Management’s best estimate of the expenses required to settle the obligation. In measuring provisions, the costs required to settle the liability are discounted if the effect is material to the measurement of the liability. For the measurement, a pre-tax discount factor is used which reflects the current market interest rate level and the specific risks related to the liability. Changes in present values for the financial year are recognized under financial expenses. Warranty provisions are recognized as the underlying goods and services are 105105 Annual Report 2015 · The Danfoss GroupNote 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES (continued) sold based on warranty costs incurred in the financial year and in previous years. assets is recognized in the balance sheet under pension and healthcare obligations. Provisions for restructuring and employee termination costs are made when the Group has agreed on a detailed and formal plan, and the Group has started implementing the plan or has announced the plan to the persons affected. Restructuring provisions do not include costs for the ongoing operations during the restructuring phase. Share-based remuneration The Board, Executive Committee and several senior employees are covered by option and warrant schemes based on the Parent Company’s shares. The value of services received in exchange for granted options/warrants is measured at the fair value of the options/warrants. For share options and warrants where the option or warrant holder has the right to receive cash settlement of the option or warrant, fair value of the instruments is initially measured at the grant date and recognized in the income statement as personnel costs over the vesting period. Subsequently, the fair value of the instruments is measured at the balance sheet date and changes in fair values are recognized in the income statement under financial items. On initial recognition of the share options and warrants, the Company estimates the number of options and warrants expected to vest, cf. the service condition described in note 13 Share incentive programs. That estimate is subsequently revised for changes in the number of options expected to vest. Accordingly, recognition is based on the number of options ultimately vested. The fair value of granted instruments is measured based on the Black- Scholes model (warrant and option pricing model) taking into account the terms and conditions upon which the instruments were granted. Employee shares On the granting of employee shares, any bonus element is recognized as an expense under personnel costs. The counter entry is recognized directly in equity. The bonus element is determined at the subscription date as the difference between the fair value and the subscription price of the shares. Pension and healthcare costs for the year are recognized in the income statement based on actuarial estimates and financial expectations at the beginning of the year. Any difference between the expected development in assets and liabilities and realized amounts determined at year end constitutes actuarial gains or losses and is recognized directly in other comprehensive income. If changes in benefits relating to services rendered by employees in previous years result in changes in the actuarial present value, the changes are recognized as past service costs. Past service costs are recognized immediately, provided that the benefits have already vested. If the benefits have not vested, the past service costs are expensed in the income statement over the period in which the changed benefits vest. If a pension or healthcare plan constitutes a net asset, the asset is only recognized if it offsets future refunds from the plan or will lead to reduced future payments to the plan. Other long-term employee benefits Similarly, other long-term employee benefits are recognized based on an actuarial calculation. However, actuarial gains and losses are recognized in the income statement immediately. Other long-term employee benefits include jubilee benefits. Financial liabilities Financial liabilities are initially recognized at fair value less transaction costs. Subsequently, they are measured at cost/amortized cost. Amortized cost implies the recognition of a constant effective interest rate to maturity. Amortized cost is calculated as initial cost less any principal repayments and plus or less the cumulative amortization of any difference between cost and nominal amount. Any capitalized residual obligation on finance leases is recognized in the balance sheet as a liability. The interest element of the lease payment is expensed in the income statement under financial items. Corporation tax and deferred tax Companies belonging to Danfoss A/S are generally liable to pay tax in the countries where they are domiciled. The current tax includes both Danish and foreign income taxes. Pension obligations and defined benefit healthcare plans The Group has entered into pension schemes and similar arrangements with the majority of the Group’s employees. In addition, the Group has healthcare plans contributing with payment for medical expenses for certain employee Groups in the USA after their retirement. Income statement The current and deferred taxes for the year are recognized in the income statement, except for tax related to transactions recognized in the statement of comprehensive income or directly in equity. Contributions to defined contribution plans, where the Group currently pays fixed pension payments to independent pension funds, are recognized in the income statement in the period to which they relate, and any contributions outstanding are recognized in the balance sheet as other debt. For defined benefit pension and healthcare plans, the Group is under an obligation to pay a specific benefit upon retirement (e.g. a fixed amount or a percentage of the exit salary). For these plans, an annual actuarial calculation (Projected Unit Credit method) is made of the present value of future benefits under the defined benefit plan. The present value is determined on the basis of assumptions about the future development in variables such as salary levels, interest rates, inflation and mortality. The present value is determined only for benefits earned by employees from their employment with the Group. The actuarial present value less the fair value of any plan Surcharges, premiums and refunds relating to tax payments are recognized in financial income and expenses. Balance sheet Current tax payable and receivable are recognized in the balance sheet as tax computed on the taxable income for the year, adjusted for tax paid under the tax prepayment scheme. Deferred tax liabilities and deferred tax assets are measured according to the balance sheet liability method, which means that all temporary differences between the carrying amount and the tax base of assets and liabilities are recognized in the balance sheet as deferred tax liabilities and deferred tax assets, respectively. Exceptions are any tax incurred by selling shares in subsidiaries and which the Group can identify as being a tax liability and tax relating to goodwill which is not deductible for tax purposes. Deferred tax assets are 106106 Annual Report 2015 · The Danfoss Group Note 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES (continued) recognized at the expected value of their utilization; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity and jurisdiction. Adjustment is made for deferred tax resulting from elimination of unrealized intra-Group profits and losses. Deferred tax is measured according to the tax rules and at the tax rates applicable in the respective countries at the balance sheet date when the deferred tax is expected to crystallize as current tax. Segment information The segment information applies to the internal management reporting and is prepared according to the Group’s accounting policies. Segment income, expenses, assets and liabilities comprise those items which can be allocated on a reliable basis. Items which are not allocated primarily include income and expenses incurred by corporate functions, deferred tax (assets and liabilities), receivable and payable tax, cash and interest- bearing liabilities. Derivative financial instruments Derivative financial instruments, such as forward exchange contracts or options and commodity contracts, are recognized and measured at fair value. Positive and negative fair values of derivative financial instruments are shown as separate items in the balance sheet. Set-off of positive and negative values is only made when the Company has the right and the intention to settle several financial instruments net. Provided that the documentation requirements etc. are met, hedge accounting is applied to the instruments. In connection with hedging of future sales and purchase transactions (cash flows), changes in the fair value of instruments qualifying for hedge accounting are recognized in the statement of comprehensive income under the hedging reserve until the hedged transaction is realized. At this point, gains or losses relating to such hedging transactions are transferred from the statement of comprehensive income and are recognized in the same item as the hedged transaction. If the instruments do not qualify for hedge accounting, changes in market value are recognized directly in the income statement under financial items. Statement of Cash flows The statement of cash flows shows the cash flows from operating, investing and financing activities for the year, and cash equivalents at the beginning and the end of the year. The cash flow effect of acquisitions and disposals of companies is shown separately under cash flows from investing activities. Cash flows relating to acquired companies are recognized in the statement of cash flows at the acquisition date, and cash flows relating to divested companies are included until the disposal date. Cash flows from operating activities Cash flows from operating activities are calculated according to the indirect method on the basis of profit before tax/profit before tax from continuing operations and adjusted for non-cash operating items, changes in working capital, paid financial items, received dividend and paid corporation taxes. Cash flows from investing activities Cash flows from investing activities comprise payment in connection with the acquisition and disposal of companies and activities, intangible assets and property, plant and equipment as well as securities classified as investing activities. Acquisitions of assets under finance leases are treated as non-cash transactions. Cash flows from financing activities Cash flows from financing activities comprise changes in the size or composition of the share capital, the raising and repayment of long-term and short-term bank debt, acquisition of minority interests, acquisition and disposal of treasury shares and payment of dividends to shareholders. Cash and cash equivalents Cash and cash equivalents comprise bank account deposits and cash balances. Non-current segment assets are those non-current assets which are used directly for segment operations, including intangible assets and property, plant and equipment as well as investments in associates and joint ventures. Current assets are those current assets which are used directly for segment operations, including inventories, trade receivables and other receivables. Segment liabilities comprise both non-current and current liabilities derived from segment operations, including trade payables, other debt and warranty obligations as well as other provisions. Trade between segments takes place on market terms or on a cost recovery basis. Financial ratios Earnings per share (EPS) and diluted earnings per share (DEPS) are calculated in accordance with IAS 33. Where defined, other financial ratios are calculated in accordance with the Danish Society of Financial Analysts’ guidelines on the calculation of financial ratios, “Recommendations and Financial Ratios 2015”. The financial ratios in the annual report are calculated in the following manner: Local currency growth Sales growth adjusted for exchange rate translation effects. EBITDA margin excluding other operating income, etc. Operating profit (EBIT) before depreciation, amortization, impairment and other operating income and expenses and profit from associates / joint ventures /Net sales EBITDA margin Operating profit (EBIT) before depreciation, amortization, impairment/Net sales EBIT margin excluding other operating income, etc. Operating profit (EBIT) excluding other operating income and expenses and profit from associates / joint ventures /Net sales EBIT margin Operating profit (EBIT)/Net sales Return on Invested Capital (ROIC) Operating profit (EBIT)/average invested capital Invested Capital Net interest bearing debt added to Shareholders’ Equity Return on Invested Capital (ROIC) after tax EBIT after tax/average invested capital excluding tax 107107 Annual Report 2015 · The Danfoss GroupNote 25 BASIS FOR PREPARATION AND ACCOUNTING POLICIES (continued) Invested Capital excluding tax Net interest bearing debt and tax balance sheet items (net) added to Shareholders’ Equity EBIT after tax Operating profit (EBIT) reduced with tax on profit Return on equity Net profit after minority interests’ share/Average equity excluding minority interests Equity ratio Equity/total assets Leverage ratio Interest bearing debt/equity at year end Net interest bearing debt to EBITDA ratio Interest bearing debt less interest bearing assets/EBITDA Dividend pay-out ratio Total dividends distributed to shareholders/Net profit Dividend ratio per share Total dividends distributed to shareholders/total shares 108108 Annual Report 2015 · The Danfoss GroupNote 26 CRITICAL ACCOUNTING ESTIMATES Provisions As part of its normal business policy, Danfoss provides its products with ordinary and extended warranties. Warranty provisions are recognized based on actual historical warranty costs and expected changes in future warranty costs related to the Group’s products. Future warranty costs may differ from past experience. The Group assesses other provisions, contingent assets and contingent liabilities and the likely outcome of pending or future lawsuits on an ongoing basis. The outcome depends on future events that are inherently uncertain. In assessing the likely outcome of lawsuits and tax disputes etc., Management bases its assessment on internal and external legal assistance and common practice. Further information is disclosed in note 12, Provisions and note 22, Contingent liabilities, assets and security. Defined benefit plans and healthcare obligations The Group has established defined benefit plans with certain employees at some of the Group’s foreign companies. The plans place the Group under an obligation to pay a certain benefit in connection with retirement (e.g. in the form of a fixed amount at retirement or a share of the employee’s exit salary). The pension obligations are determined by discounting the pension obligations at the present value. The present value is determined on the basis of assumptions about the future development in economic variables such as interest rates, inflation, mortality and disability probabilities, which are subject to some degree of uncertainty. External actuaries are used for the measurement of all significant defined benefit plans. The assumptions used are disclosed in note 15, Pension plans and healthcare obligations. As a consequence of the accounting policies, determining the carrying amount of certain assets and liabilities requires estimates of how future events will affect the value of these assets and liabilities at the balance sheet date. The volatility of the global economy and the financial markets has made it more difficult to forecast the development of some future key assumptions – such as liquidity risk, credit risk, interest level and capital management etc. Therefore, Danfoss provides additional information about items in the consolidated financial statements whose carrying amount is at risk of being adjusted considerably over the next few years. Estimates which are significant for the preparation of the financial statements include goodwill, investments in associates and joint ventures, assessment of depreciation, amortization and impairment of non-current assets, measurement of deferred tax assets and measurement of provisions and pension and healthcare obligations. The estimates used are based on Management assumptions which are assessed to be reliable, but which are inherently subject to uncertainty. Accordingly, Danfoss is subject to risks and uncertainties which may cause actual results to differ from these estimates. For the Group, the measurement of intangible assets could be materially affected by significant changes in estimates and assumptions on which the measurement is based. Impairment of goodwill In performing the annual impairment test of goodwill, an assessment is made of whether the individual units of the enterprise (cash generating units) to which goodwill relates will be able to generate sufficient positive net cash flows to support the value of goodwill and other net assets of the unit. Due to the nature of the Group’s operations, estimates have to be made of expected cash flows many years into the future, which will be subject to some degree of uncertainty. This uncertainty is reflected in the chosen discount rate. The impairment test of goodwill and the particularly sensitive parts of the test are described in detail in note 7 Intangible assets. Impairment of associates and joint ventures Danfoss performs impairment tests concerning investments in associates and joint ventures whenever indicators for impairment are present. Due to the nature of the operations of the investments, estimates have to be made of expected cash flows many years into the future, which will be subject to some degree of uncertainty. The investments in associates and joint ventures are described in more detail in note 3 Investments. Useful life and residual value of non-current assets Non-current assets are measured at cost less accumulated amortization, depreciation and impairment. Amortization and depreciation is made on a straight-line basis over the useful lives of the assets, taking into account the asset’s residual value. Expected useful lives and residual values are determined based on historical experience and expectations of the future use of the non- current assets. The expectations for future use and residual values may not be met, which may lead to a future reassessment of useful lives and residual values and a need for impairment write-downs or the incurrence of losses on the disposal of the non-current assets. The amortization and depreciation periods used are described in the accounting policies in note 25, and the value of non-current assets is disclosed in notes 7, Intangible assets and 8, Property, plant and equipment. Measurement of recognized tax assets Deferred taxes, including the tax value of tax loss carryforwards, are recognized at their expected value. The assessment of deferred tax assets regarding tax loss carryforwards is based on the expected future taxable income of the respective units and the expiration date of the losses. Please see note 14, Deferred tax assets and liabilities for unrecognized deferred tax assets. 109109 Annual Report 2015 · The Danfoss Group Group companies Per December 31, 2015 The companies are owned 100% by Danfoss unless otherwise stated after the company name. Danfoss A/S, Nordborg, Denmark (Parent Company) France • Avenir Energie, Valence • Danfoss S.a.r.l., Elancourt • Danfoss Commercial Compressors S.A., Trévoux • Danfoss Power Solutions SAS, Elancourt • Vacon France SAS, Saint-Pierre-du-Perray Germany • BD Kompressor Holding GmbH & Co. KG, Lollar (50%) (joint venture) • Danfoss Esslingen GmbH, Esslingen • Danfoss Flensburg GmbH, Flensburg • Danfoss GmbH, Offenbach/Main • Danfoss Silicon Power GmbH, Flensburg • Danfoss Werk Offenbach GmbH, Offenbach/Main • Danfoss Power Solutions GmbH & Co. OHG, Neumünster • Danfoss Power Solutions Informatic GmbH, Neumünster • Danfoss Power Solutions Holding GmbH, Neumünster • SMA Solar Technology AG, Niestetal (20%) • Vacon GmbH, Essen Great Britain • Danfoss Limited, Denham, Buckinghamshire • Danfoss Power Solutions Ltd., Swindon • Danfoss UK Limited, Denham, Buckinghamshire • Senstronics Holding Ltd., London (50%) (joint venture) • Vacon Drives (UK) Ltd, Hinckley, Leicestershire Hungary • Danfoss Ktf., Budapest Iceland • Danfoss hf., Reykjavik Ireland • Danfoss Ireland Ltd., Dublin Italy • Danfoss Power Solutions S.r.l., Castenaso, Bologna • Danfoss S.r.l., Turin • Vacon S.r.l., Postal Bozen • Vacon SpA, Reggio Emilia Kazakhstan • Danfoss LLP, Almaty Latvia • Danfoss SIA, Riga Lithuania • Danfoss UAB, Vilnius The Netherlands • Advitronic Engineering B.V., Giessen • Danfoss B.V., Rotterdam • Danfoss Power Solutions B.V., Rotterdam • Vacon Benelux B.V., Gorinchem • Subsidiary • Associate or joint venture EUROPE Austria • Danfoss Gesellschaft m.b.H., Guntramsdorf • Vacon AT Antriebssysteme GmbH, Leobersdorf Belgium • Danfoss N.V./S.A., Groot-Bijgaarden • Danfoss Power Solutions BVBA, Groot-Bijgaarden • Hydro-Gear Europe BVBA, Tongeren • Vacon Benelux NV/SA, Heverlee Bulgaria • Danfoss EOOD, Sofia Croatia • Danfoss d.o.o., Zagreb Czech Republic • Danfoss s.r.o., Praha • Vacon s.r.o., Praha Denmark • BetterHome ApS, Frederiksberg (25%) • Danfoss A/S, Nordborg • Danfoss Compressors Holding A/S, Nordborg • Danfoss Distribution Services A/S, Rødekro • Danfoss International A/S, Nordborg • Danfoss IXA A/S, Vejle (60%) • Danfoss PolyPower A/S, Nordborg - in liquidation • Danfoss Power Electronics A/S, Gråsten • Danfoss Power Solutions ApS, Nordborg • Danfoss Power Solutions Holding ApS Nordborg • Danfoss Power Solutions Holding II ApS Nordborg • Danfoss Redan A/S, Hinnerup • Danfoss Semco A/S, Odense (60%) • Gemina Termix Production A/S, Sunds • Issab Holding ApS, Nordborg • Vacon Drives A/S, Sønderborg Estonia • Danfoss AS, Tallinn Finland • Oy Danfoss Ab, Espoo • Danfoss Power Solutions Oy Ab, Espoo • Vacon Oy, Vaasa 110110 Annual Report 2015 · The Danfoss GroupNorway • Danfoss AS, Skui, Oslo • Danfoss Power Solutions AS, Skui, Oslo • Vacon AS, Holmestrand (80%) Poland • Danfoss Poland Sp. z.o.o., Grodzisk Mazowiecki • Danfoss Power Solutions Sp .z.o.o., Wroclaw • Danfoss Saginomiya Sp. z.o.o., Grodzizsk Mazowiecki (50%) (joint venture) • Elektronika S.A., Gdynia (50%) (joint venture) • Vacon Sp. z o.o., Grodzisk Mazowiecki Romania • Danfoss District Heating S.r.l., Popesti-Leordeni • Danfoss s.r.l., Popesti-Leordeni Russia • Danfoss Dzerzhinsk LLC, Nizhny Novgorod • Danfoss Power Solutions LLC, Moscow • Danfoss LLC, Istra, Moscow • T Plus Danfoss LLC, Perm • ZAO Danfoss, Moscow – in liquidation • ZAO Ridan, Nizhny Novgorod • ZAO Vacon Drives, Moscow - in liquidation Serbia • Danfoss d.o.o., Novi Beograd Slovakia • Danfoss Power Solutions a.s. Povazska Bystrica • Danfoss spol. S.r.o., Zlaté Moravce Slovenia • Danfoss Trata d.o.o., Ljubljana-Sentvid Spain • Danfoss Power Solutions S.A., Alcobendas, Madrid • Danfoss S.A., Alcobendas, Madrid • Vacon Drives Ibérica S.A., Terrassa, Barcelona Sweden • Danfoss AB, Linköping • Danfoss Power Solutions AB, Älmhult • Danfoss Värmepumpar AB, Arvika • EP Technology AB, Malmö • Vacon AB, Solna Switzerland • Danfoss AG, Frenkendorf Ukraine • Danfoss T.o.v., Kiev AFRICA – MIDDLE EAST South Africa • Danfoss (Pty) Ltd., Rivonia, Johannesburg • Elsmark Investment Holdings (Pty) Limited, Johannesburg - in liquidation Turkey • DAF Enerji Sanayi Ve Ticaret Anonim Sirketi, Istanbul (60%) • Danfoss Otomasyon ve Kontrol Urunleri Tic Ltd., Istanbul • Vacon Motor Kontrol Sis. Ltd. Sti., Istanbul United Arab Emirates • Danfoss FZCO, Dubai NORTH AMERICA Canada • Danfoss Inc., Mississauga, Ontario • Turbocor Inc., St. Laurent • Vacon Canada Inc., Stoney Creek, Ontario USA • Danfoss LLC, Baltimore • Danfoss Turbocor Compressors Inc., Tallahassee, Florida • Hydro-Gear Inc., Sullivan, Illinois (60%) • Hydro-Gear Limited Partnership, Sullivan, Illinois (60%) • Danfoss Power Solutions (US) Company, Ames, Iowa • Danfoss Power Solutions Inc., Ames, Iowa • Vacon Inc., Chambersburg, Pennsylvania LATIN AMERICA Argentina • Danfoss S.A., Buenos Aires Brazil • Danfoss do Brasil Indústria e Comércio Ltda., Osasco, São Paulo • Danfoss Power Solutions Ind. e. Com. Electrohidraulica Ltda., Osasco, São Paulo • Vacon America Latina Ltda., São Paulo (97%) Chile • Danfoss Industrias Ltda., Santiago Colombia • Danfoss S.A., Bogota Mexico • Danfoss Industries S.A. de C.V., Apodaca, Monterrey • Danfoss S.A. de C.V., Monterrey • Vaasa Control de Mexico, Mexico City Venezuela • Danfoss S.A., Estado Carabobo, Valencia 111111 Annual Report 2015 · The Danfoss Group Philippines • Danfoss Inc., Makati City, Manila Singapore • Danfoss Industries Pte. Ltd., Singapore • Danfoss Power Solutions China Holding Pte. Ltd., Singapore - in liquidation • Danfoss Power Solutions Pte. Ltd. Singapore • Vacon Pte. Ltd., Singapore South Korea • Danfoss Ltd., Seoul • Danfoss Power Solutions Ltd., Seoul • Vacon Korea Ltd., Seoul Taiwan • Danfoss Co. Ltd., New Taipei City Thailand • Danfoss (Thailand) Co. Ltd., Bangkok Group companies (continued) ASIA-PACIFIC Australia • Danfoss (Australia) Pty. Ltd., Mulgrave Vic • Danfoss Power Solutions Pty. Ltd., Huntingwood; NSW • Vacon Pacific Pty Ltd, Melbourne P. R. of China • Daikin-Sauer-Danfoss Hydraulics (Suzhou) Co. Ltd., Suzhou • Danfoss Automatic Controls Management (Shanghai) Co. Ltd., Shanghai • Danfoss (Anshan) Controls Co. Ltd., Anshan • Danfoss Energy Products (Guiyang) Co., Ltd., Guiyang – in liquidation • Danfoss Industries Limited, Hong Kong • Danfoss (Tianjin) Limited, Tianjin • Danfoss Micro Channel Heat Exchanger (Jiaxing) Co., Ltd., Haiyan • Danfoss Plate Heat Exchanger (Hangzhou) Co., Ltd. Zheijang • Danfoss Power Solutions (Shanghai) Co. Ltd., Shanghai • Danfoss Power Solutions (Zhejiang) Co., Ltd., Zhejiang • Danfoss Power Solutions Trading (Shanghai) Co., Ltd., Shanghai • Danfoss Semco (Tianjin) Fire Protection Equipment Co., Ltd., Tianjin (60%) • Danfoss Shanghai Hydrostatic Transmission Co. Ltd., Shanghai (60%) • Tau Energy Holdings (HK) Limited, Hong Kong • Vacon China Drives Co. Ltd., Suzhou • Zheijang Holip Electronic Technology Co. Ltd., Haiyan India • Danfoss Industries Pvt. Ltd., Chennai • Danfoss Power Solutions India Pvt. Ltd., Pune • Vacon Drives & Control Pvt. Ltd, Chennai Indonesia • PT Danfoss Indonesia, Jakarta Japan • Daikin-Sauer-Danfoss Ltd., Osaka (45%) • Danfoss Power Solutions Ltd., Osaka Malaysia • Danfoss Industries Sdn Bhd, Shah Alam, Kuala Lumpur New Zealand • Danfoss (New Zealand) Ltd., Auckland 112112 Annual Report 2015 · The Danfoss Group113113 Annual Report 2015 · The Danfoss Group114 Annual Report 2015 · The Danfoss GroupParent Company Accounts and notes 115 Annual Report 2015 · The Danfoss Group116 Annual Report 2015 · The Danfoss GroupManagement report for Danfoss A/S (Part of Management review) Danfoss A/S is the parent company of the Danfoss Group. In addition to holding the shares of most of the other Danfoss Group companies, an important function of the company is to fund the Group’s activities. The company also constitutes the corporate framework for some of Danfoss’ Danish activities and therefore includes a number of Danfoss’ Danish factories and Group functions. Danfoss A/S had 2,574 employees at the end of 2015. The profit before other operating income and expenses was DKK 500m against DKK 739m in 2014. The company’s operating profit was DKK 393m against DKK 664m the previous year. Financial income and expenses amounted to a net income of DKK 7,961m against a net income of DKK 3,722m the previous year. This was mainly attributable to an increase in distributed dividends from subsidiaries. The profit after tax in 2015 was DKK 8,340m against DKK 4,327m the previous year. Equity stood at DKK 18,692m at the end of 2015 against DKK 11,164m at the end of 2014. The increase was mainly attributable to recognition of the profit for the year less dividends paid to the owners. Danfoss A/S expects net sales for 2016 to be on a level with the 2015 figures, and the company expects to report a profit in 2016. 117 Annual Report 2015 · The Danfoss GroupINCOME STATEMENT January 1 to December 31 DKKm Net sales Cost of sales GROSS PROFIT Research and development costs Selling and distribution costs Administrative expenses OPERATING PROFIT EXCLUDING OTHER OPERATING INCOME AND EXPENSES Other operating income and expenses OPERATING PROFIT (EBIT) Financial income Financial expenses PROFIT BEFORE TAX Tax on profit NET PROFIT Attributable to: Proposed dividends reserve Other reserves e t o N 1 1 1 1 1 2 3 4 2014 8,110 -5,878 2,232 -225 -696 -572 739 -75 664 4,242 -520 4,386 -59 4,327 2015 7,799 -5,873 1,926 -293 -583 -550 500 -107 393 8,470 -509 8,354 -14 8,340 500 3,827 4,327 530 7,810 8,340 118 Annual Report 2015 · The Danfoss GroupSTATEMENT OF COMPREHENSIVE INCOME January 1 to December 31 DKKm NET PROFIT OTHER COMPREHENSIVE INCOME Actuarial gain/loss (-) on pension and healthcare plans Tax on actuarial gain/loss on pension and healthcare plans Items that cannot be reclassified to profit or loss Fair value adjustment of hedging instruments: Hedging of future cash flows Hedging transferred to financial expenses in the income statement Tax on hedging instruments Items that can be reclassified to profit or loss OTHER COMPREHENSIVE INCOME AFTER TAX 2014 4,327 2015 8,340 -4 1 -3 -54 34 5 -15 -18 -5 1 -4 -19 14 1 -4 -8 TOTAL COMPREHENSIVE INCOME 4,309 8,332 119 Annual Report 2015 · The Danfoss Group STATEMENT OF FINANCIAL POSITION As of December 31 DKKm ASSETS NON-CURRENT ASSETS INTANGIBLE ASSETS PROPERTY, PLANT AND EQUIPMENT Investments OTHER NON-CURRENT ASSETS TOTAL NON-CURRENT ASSETS CURRENT ASSETS INVENTORIES Trade receivables external Trade receivables from subsidiaries Short-term loans to subsidiaries Receivables from associates and joint ventures Receivable corporation tax Other receivables RECEIVABLES TOTAL CURRENT ASSETS TOTAL ASSETS e t o N 5 6 7 10 2014 2015 696 813 1,300 1,320 14,969 14,969 23,686 23,686 16,965 25,819 642 612 210 603 12,698 30 102 13,643 232 425 8,741 1 149 134 9,682 14,285 10,294 31,250 36,113 120 Annual Report 2015 · The Danfoss GroupSTATEMENT OF FINANCIAL POSITION As of December 31 DKKm LIABILITIES AND SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY LIABILITIES Provisions Deferred tax liabilities Pension and healthcare benefit plan obligations Borrowings Derivative financial instruments (negative fair value) Other non-current debt NON-CURRENT LIABILITIES Provisions Liabilities under share incentive programs Borrowings Trade payables Trade payables to subsidiaries Borrowings from subsidiaries Debt to associates and joint ventures Derivative financial instruments (negative fair value) Other debt CURRENT LIABILITIES TOTAL LIABILITIES TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY e t o N 8 9 9 9 9 2014 2015 11,164 18,692 49 193 25 10,880 37 114 11,298 79 81 979 620 105 6,175 102 647 8,788 65 237 24 8,911 28 110 9,375 149 81 501 708 97 5,705 18 217 570 8,046 20,086 17,421 31,250 36,113 121 Annual Report 2015 · The Danfoss Group STATEMENT OF CASH FLOWS January 1 to December 31 DKKm Profit before tax Adjustments for non-cash transactions Change in working capital CASH FLOW GENERATED FROM OPERATIONS Interest received Interest paid Dividends received CASH FLOW FROM OPERATIONS BEFORE TAX Paid tax CASH FLOW FROM OPERATING ACTIVITIES Acquisition of intangible assets Acquisition of property, plant and equipment Proceeds from sale of property, plant and equipment Acquisition of subsidiaries etc. Proceeds from disposal of subsidiaries etc. Loans to subsidiaries Acquisition (-)/sale of other investments etc. CASH FLOW FROM INVESTING ACTIVITIES e t o N 11 10 2014 4,386 -3,470 123 1,039 149 -192 4,095 5,091 -352 4,739 -123 -125 5 -71 -1 -9,334 -2,250 -11,899 2015 8,354 -7,734 246 866 267 -212 8,154 9,075 -87 8,988 -191 -202 38 -3,273 1 -1,492 4 -5,115 FREE CASH FLOW -7,160 3,873 Cash repayment of (-)/cash proceeds from interest-bearing debt Cash repayment of (-)/cash proceeds from borrowings from subsidiaries Repurchase of treasury shares Dividends paid to shareholders in the Parent Company CASH FLOW FROM FINANCING ACTIVITIES NET CHANGE IN CASH AND CASH EQUIVALENTS Cash and cash equivalents as of January 1 CASH AND CASH EQUIVALENTS AS OF DECEMBER 31 -2,598 -470 -312 -493 -3,873 7,316 646 -14 -789 7,159 -1 1 0 The cash flow statement cannot be derived on the basis of the Annual Report alone. 122 Annual Report 2015 · The Danfoss GroupSTATEMENT OF CHANGES IN EQUITY STATEMENT OF CHANGES IN EQUITY DKKm DKKm BALANCE AS OF 1 JANUARY 2014 BALANCE AS OF 1 JANUARY 2014 COMPREHENSIVE INCOME IN 2014 Net profit COMPREHENSIVE INCOME IN 2014 Net profit Other comprehensive income Fair value adjustment of hedging instruments Other comprehensive income Actuarial gain/loss (-) on pension and healthcare plans Fair value adjustment of hedging instruments Tax on other comprehensive income Actuarial gain/loss (-) on pension and healthcare plans Total other comprehensive income Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Total comprehensive income for the period TRANSACTIONS WITH OWNERS Dividends to shareholders TRANSACTIONS WITH OWNERS Capital increase/purchase of treasury shares Dividends to shareholders Total transactions with owners Capital increase/purchase of treasury shares Total transactions with owners BALANCE AS OF 31 DECEMBER 2014 BALANCE AS OF 31 DECEMBER 2014 COMPREHENSIVE INCOME IN 2015 Net profit COMPREHENSIVE INCOME IN 2015 Other comprehensive income Net profit Fair value adjustment of hedging instruments Actuarial gain/loss (-) on pension and healthcare plans Other comprehensive income Tax on other comprehensive income Fair value adjustment of hedging instruments Total other comprehensive income Actuarial gain/loss (-) on pension and healthcare plans Tax on other comprehensive income Total comprehensive income for the period Total other comprehensive income TRANSACTIONS WITH OWNERS Total comprehensive income for the period Dividends to shareholders Capital increase/purchase of treasury shares TRANSACTIONS WITH OWNERS Total transactions with owners Dividends to shareholders Capital increase/purchase of treasury shares BALANCE AS OF 31 DECEMBER 2015 Total transactions with owners L A T I P A C E R A H S 1,022 L A T I P A C E R A H S s e v r e s e r g n g d e H i -12 s e v r e s e r g n g d e H i I M U M E R P n w o e v r e s e R s e r a h s n w o e v r e s e R -431 s e v r e s e r r e h t O 5,871 s e v r e s e r r e h t O s e r a h s S E V R E S E R 5,428 E R A H S I M U M E R E P R A H S 409 Y T I U Q E L A T O T 7,659 Y T I U Q E L A T O T S D N E D V D I I D E S O P O R P S D N E D V D I I 800 D E S O P O R P S E V R E S E R 1,022 409 -12 -431 5,871 5,428 800 7,659 3,827 3,827 500 4,327 3,827 3,827 500 4,327 -4 1 -3 3,824 -4 1 -3 -20 -4 6 -18 3,809 -20 -4 6 -18 -20 -4 6 -18 500 4,309 -20 -4 6 -18 3,824 3,809 500 4,309 -20 5 -15 -15 -20 5 -15 -15 1 1 54 54 -70 -70 11 11 11 11 -70 -59 1 1 54 54 463 1,023 -27 -501 -70 -70 9,706 11 9,178 11 -70 -59 -800 -800 -789 -15 -804 -800 500 -800 11,164 -789 -15 -804 1,023 463 -27 -501 9,706 9,178 500 11,164 7,810 7,810 530 8,340 -5 1 -4 -4 -5 1 -4 -4 1 1 52 52 -364 -364 7,810 -5 1 -4 7,806 -5 1 -4 7,806 7 7 7 7,810 -5 -5 2 -8 -5 -5 2 -8 7,802 530 8,340 -5 -5 2 -8 530 8,332 -5 -5 2 -8 -500 7,802 7 -364 -357 -500 7 -364 -357 530 530 8,332 -493 -311 -804 -500 -500 18,692 -493 -311 -804 1,024 1 1 515 52 52 -31 -865 17,519 -364 -364 16,623 7 BALANCE AS OF 31 DECEMBER 2015 1,024 515 -31 -865 17,519 16,623 530 18,692 123 Annual Report 2015 · The Danfoss Group Notes Note 1 EXPENSES AND OTHER OPERATING INCOME Note 2 FINANCIAL INCOME Note 3 FINANCIAL EXPENSES Note 4 TAX ON PROFIT Note 5 INTANGIBLE ASSETS Note 6 PROPERTY, PLANT AND EQUIPMENT Note 7 INVESTMENTS Note 8 DEFERRED TAX Note 9 FINANCIAL RISKS AND INSTRUMENTS Note 10 CORPORATION TAX Note 11 ADJUSTMENT FOR NON-CASH TRANSACTIONS Note 12 CONTINGENT LIABILITIES, ASSETS AND SECURITY Note 13 RELATED PARTIES Note 14 EVENTS AFTER THE BALANCE SHEET DATE Note 15 GENERAL ACCOUNTING POLICIES FOR DANFOSS A/S Note 16 SIGNIFICANT ACCOUNTING ESTIMATES FOR DANFOSS A/S 124 Annual Report 2015 · The Danfoss GroupNote 1 EXPENSES AND OTHER OPERATING INCOME DKKm A. PERSONNEL EXPENSES Salaries and wages Severance payments Social security Defined contribution plans Average number of employees Total number of employees as of end of the year Board of Directors: Directors' fees Executive Committee: Salaries Pension costs re. defined contribution plans Bonuses Danfoss Leadership Team excluding Executive Committee: Salaries Pension costs re. defined contribution plans Bonuses Total compensation 2014 1,654 17 14 130 1,815 2,694 2,675 2015 1,543 18 12 132 1,705 2,604 2,574 2014 2015 6 6 23 8 52 83 11 1 8 20 109 6 6 30 10 59 99 14 1 10 25 130 Bonuses of total DKK 69m (2014: 60m) can be divided into long-term and short-term bonuses with DKK 31m and DKK 38m respectively (2014: 25m and 35m respectively). 125 Annual Report 2015 · The Danfoss GroupNote 1 EXPENSES AND OTHER OPERATING INCOME (continued) 2014 2015 70 70 189 -2 187 257 45 15 10 70 67 9 76 184 184 260 42 14 11 9 76 2014 2015 1 2 2 5 -2 -17 -61 -80 -75 31 1 32 -1 -9 -19 -110 -139 -107 2014 2015 5 6 2 13 5 6 1 12 DKKm B. DEPRECIATION/AMORTIZATION AND IMPAIRMENT LOSSES Classification by nature: Amortization of intangible assets Impairment on intangible assets Depreciation of property, plant and equipment Reversal of impairment losses on property, plant and equipment Depreciation/amortization and impairment losses Classification of intangible assets by functions: Cost of sales Selling and distribution costs Administrative expenses Other operating expenses C. OTHER OPERATING INCOME AND EXPENSES Gain on disposal of property, plant and equipment Reversal of impairment losses on property, plant and equipment Other Other operating income Loss on disposal of property, plant and equipment Impairment Restructuring costs Other Other operating expenses Other operating income and expenses D. FEES TO AUDITORS APPOINTED AT THE ANNUAL GENERAL MEETING Audit fee Tax and VAT advice Other fees Total fee to Group Auditor 126 Annual Report 2015 · The Danfoss GroupNote 2 FINANCIAL INCOME DKKm Dividend from subsidiaries and associates/joint ventures Interest from subsidiaries Interest from banks etc. Gain on other investments Gain on disposal of shares subsidiaries and associates/joint ventures Interest on financial assets measured at amortized cost amounts to Note 3 FINANCIAL EXPENSES DKKm Foreign exchange losses, net Interest to banks etc. Interest to subsidiaries Impairment/loss on disposal of subsidiaries and associates/joint ventures Impairment/loss on loans Fair value adjustment of share options and warrants Interest element on discounted liabilities Loss on other investments Interest on financial liabilities at amortized cost amounts to Note 4 TAX ON PROFIT DKKm Current tax expense Change in deferred tax Adjustments concerning previous years Tax on profit is defined as: Tax on profit before tax Tax exempt income/non-deductible expenses Dividends exempt of tax Other taxes Adjustments concerning previous years Other adjustments Effective tax rate Tax on profit (income statement) Tax on fair value adjustment of hedging instruments (other comprehensive income) Tax on actuarial gain/loss on pension and healthcare plans (other comprehensive income) Total taxes 2014 4,092 149 1 4,242 150 2015 8,153 266 48 2 1 8,470 314 2014 2015 -227 -135 -29 -91 -10 -23 -4 -1 -520 -168 2014 -206 154 -7 -59 24.5% 1.6% -23.8% 0.9% 0.2% -2.1% 1.3% -234 -184 -39 -33 -11 -6 -2 -509 -225 2015 -100 16 70 -14 23.5% 0.1% -22.9% 0.3% -0.8% 0.2% 2014 2015 -59 5 1 -53 -14 1 1 -12 127 Annual Report 2015 · The Danfoss GroupNote 5 INTANGIBLE ASSETS DKKm Cost as of January 1 Additions Disposals Cost as of December 31 Amortization and impairment losses as of January 1 Amortization Disposals Amortization and impairment losses as of December 31 Carrying amount as of December 31 Cost as of January 1 Transfers Additions Disposals Cost as of December 31 Amortization and impairment losses as of January 1 Transfers Amortization Impairments for the year Disposals Amortization and impairment losses as of December 31 Carrying amount as of December 31 2014 Goodwill Software Patents, trademarks, etc. *) Develop- ment costs AAA Total Other TOTAL 462 462 462 471 36 -11 496 382 35 -10 407 89 232 87 -7 312 173 19 -7 185 127 147 147 113 16 129 850 123 -18 955 668 70 -17 721 18 234 1,312 123 -18 1,417 668 70 -17 721 696 2015 Goodwill Software Patents, trademarks, etc. *) Develop- ment costs AAA Total Other TOTAL 462 462 462 496 10 191 -1 696 407 1 34 9 -1 450 246 312 -8 304 185 -1 16 147 147 129 17 200 146 955 2 191 -1 1,147 721 67 9 -1 796 104 1 351 1,417 2 191 -1 1,609 721 67 9 -1 796 813 *) The amounts under Patents, trademarks etc. are mainly related to patents. IMPAIRMENT TESTS Goodwill in Danfoss A/S of DKK 462m (2014: 462m) is mainly a consequence of Danfoss A/S merging together with other Danish subsidiaries, in particular the merger with DEVI A/S in 2010. At the end of 2015, impairment tests have been performed on the carrying amount of goodwill (assets with indefinite useful lives). The impairment tests were performed on Danfoss A/S representing the base level of cash generating units (CGUs) to which the carrying amount of goodwill can be allocated with reasonable accuracy. The impairment test method is similar to the impairment test performed on group level described in Note 7. Intangible assets in the Danfoss group accounts. Management does not assess that a reasonable change in the fundamental assumptions used in the impairment tests will result in a recoverable amount lower than the carrying amount. The same conclusion was made for 2014. 128 Annual Report 2015 · The Danfoss GroupNote 6 PROPERTY, PLANT AND EQUIPMENT DKKm Cost as of January 1 Transfers Additions Disposals Cost as of December 31 Depreciation and impairment losses as of January 1 Depreciation Reversal of impairments for the year Disposals Depreciation and impairment losses as of December 31 Carrying amount as of December 31 Hereof assets held under finance leases Cost as of January 1 Transfers Additions Disposals Cost as of December 31 Depreciation and impairment losses as of January 1 Depreciation Disposals Depreciation and impairment losses as of December 31 Carrying amount as of December 31 Hereof assets held under finance leases 2014 Land and builidngs Plant and machinery Equipment Assets under construction 1,704 59 10 1,773 1,088 42 1,130 643 2,150 41 24 -34 2,181 1,897 90 -2 -31 1,954 227 147 -112 76 111 111 592 12 18 -3 619 246 57 -3 300 319 37 2015 Land and buildings Plant and machinery Equipment Assets under construction 1,773 25 35 -1 1,832 1,130 46 1,176 656 2,181 37 29 -121 2,126 1,954 81 -115 1,920 206 111 -67 130 174 174 619 3 19 -53 588 300 57 -53 304 284 28 TOTAL 4,593 128 -37 4,684 3,231 189 -2 -34 3,384 1,300 37 Total 4,684 -2 213 -175 4,720 3,384 184 -168 3,400 1,320 28 The financial leases mainly concern IT equipment. The leased assets are pledged as collateral for the lease liabilities. 129 Annual Report 2015 · The Danfoss Group Note 7 INVESTMENTS DKKm 2014 2015 n i s t n e m t s e v n I i s e i r a d i s b u s 13,579 71 13,650 -1,000 17 -109 -1,092 Costs as of January 1 Additions Disposals Costs as of December 31 Adjustments as of January 1 Value adjustment Reversed impairment Impairment for the year Disposal Adjustments as of December 31 i s e i r a d i s b u s m o r f n i s t n e m t s e v n I d n a s e t a c o s s a i s e r u t n e v t n o i j l s e b a v e c e R i 971 83 -971 83 108 2,258 -20 2,346 -68 4 16 -48 s t n e m t s e v n i r e h t O 134 134 -103 -1 -104 L A T O T 14,792 2,412 -991 16,213 -1,171 -1 21 -109 16 -1,244 n i s t n e m t s e v n I i s e i r a d i s b u s 13,650 3,299 -45 16,904 -1,092 60 -52 -1,084 i s e i r a d i s b u s m o r f n i s t n e m t s e v n I d n a s e t a c o s s a i s e r u t n e v t n o i j s t n e m t s e v n i r e h t O l s e b a v e c e R i 83 5,470 -21 5,532 2,346 134 2,346 134 -48 4 -104 2 L A T O T 16,213 8,769 -66 24,916 -1,244 2 64 -52 -44 -102 -1,230 Carrying amount as of December 31 12,558 83 2,298 30 14,969 15,820 5,532 2,302 32 23,686 Where possible, "Other investments" are recognized at fair value. Alternatively, they are recognized at cost less accumulated impairment losses. At the end of 2015, impairment tests were performed on the carrying amount of "Investments in subsidiaries, associates and joint ventures", if indicators for impairment were present. Main indicators are loss giving activities, or if the carrying amount is higher than the equity in the local accounts or, where relevant, higher than valuation using a listed share price. When performing the impairment test, the present value of cash flow from subsidiaries, associates and joint ventures is compared with their carrying amount. The principles are unchanged compared to the impairment tests performed in 2014. Impairment losses for the year on "Investments in subsidiaries" of DKK 52m mainly relates to Danfoss District Heating S.R.L (Romania). The impairment losses are mainly due to that the entities in question have been loss making. Impairment losses are reported as financial expenses. Additions for the year to "Investments in subsidiaries" is mainly capital injection in Danfoss International A/S (Denmark). Disposal for the year of "Investments in subsidiaries" relates to the closing of Danfoss Heat Pumps UK Ltd. Impairment losses for 2014 on "Investments in subsidiaries" of DKK 109m mainly relates to Danfoss PolyPower A/S (Denmark) and Danfoss District Heating S.R.L (Romania). The impairment losses are mainly due to that the entities in question have been loss making. Impairment losses are reported as financial expenses. Additions for 2014 to "Investments in subsidiaries" is mainly capital injection in Danfoss Power Solutions Holding II ApS (Denmark). Additions for 2014 to "Investments in associates/joint ventures" relates to the acquisition of SMA Solar Technology AG. Disposal for 2014 of "Investments in associates/joint ventures" mainly relates to the sale of Promeos GmBH. Further information on subsidiaries, associates and joint ventures is provided in the Notes 2. Financial income, 3. Financial expenses, 9. Financial risks and instruments and 13. Related parties. 130 Annual Report 2015 · The Danfoss Group Note 8 DEFERRED TAX DKKm CHANGES IN DEFERRED TAXES Deferred taxes as of January 1 (net) *) Adjustments concerning previous years Deferred tax recognized in the income statement Deferred taxes as of December 31 (net) *) *) Liability (-) SPECIFICATION OF DEFERRED TAXES Current assets Liabilities Set-off within the same legal entities and jurisdiction Deferred tax assets Intangible assets Property, plant and equipment and financial assets Current assets Liabilities Deferred tax regarding Danish joint taxation Set-off within the same legal entities and jurisdiction Deferred tax liabilities 2014 -340 -7 154 -193 2015 -193 -60 16 -237 2014 Deferred tax asset 2015 Deferred tax asset 114 114 -114 0 21 109 130 -130 0 2014 Deferred tax liability 2015 Deferred tax liability 51 101 17 74 64 307 -114 193 46 89 11 148 73 367 -130 237 Of the deferred tax liability of DKK 237m (2014: 193m), DKK 73m (2014: 64m) can be attributed to tax relating to joint taxation with foreign subsidiaries in previous years. Danfoss A/S has deferred tax liabilities concerning temporary differences in foreign subsidiaries and associates and joint ventures of DKK 73m (2014: 67m). The liabilities are not recognized because the Danfoss A/S decides on their utilization and it is likely that the liabilities will not be recognized in the foreseeable future. 131 Annual Report 2015 · The Danfoss Group Note 9 FINANCIAL RISKS AND INSTRUMENTS DKKm FINANCIAL INSTRUMENTS Relevant financial instrument specifications have been made below regarding Danfoss A/S. A description of financial risks can be found in the Group section, see Note 16. Financial risks and instruments, to which reference is made. CONTRACTUAL PAYMENTS ON FINANCIAL LIABILITIES 2014 2015 i g n y r r a C t n u o m a 10,759 1,041 28 6,175 31 620 105 139 18,898 l a u t c a r t n o C w o l f h s a c 11,403 1,414 28 6,175 33 620 105 139 19,917 Maturity ) * s r a e y 5 - 1 5 r e v O s r a e y 4,202 104 6,167 1,284 13 37 4,356 7,451 r a e y 1 - 0 1,034 26 28 6,175 20 620 105 102 8,110 i g n y r r a C t n u o m a 8,349 1,042 5,705 21 708 97 18 245 16,185 l a u t c a r t n o C w o l f h s a c 8,929 1,374 5,705 23 708 97 18 278 17,132 Maturity r a e y 1 - 0 ) * s r a e y 5 - 1 5 r e v O s r a e y 592 25 3,497 99 4,840 1,250 5,705 10 708 97 18 227 7,382 13 51 3,660 6,090 Bank debt and corporate bond Mortgage debt Employee bonds Borrowings from subsidiaries Finance lease liabilities Trade payables Trade payables to subsidiaries Debt to associates and joint ventures Derivative financial liabilities *) Maturity is evenly spread over the period. The maturity analysis is based on all non-discounted cash flows including estimated interest payments. Interest payments are estimated according to existing market conditions. The non-discounted cash flows from derivative financial instruments are presented in gross amounts, unless the parties have a contractual right or obligation to make net settlements. Operating lease liabilities and liabilities relating to the purchase of property, plant and equipment are not included in this specification, but are included in Note 12. Contingent liabilities, assets and security. THE ABOVE DEBT IS RECORDED AS FOLLOWS: Non-current liabilities Current liabilities 2014 2015 10,917 7,981 18,898 8,939 7,246 16,185 132 Annual Report 2015 · The Danfoss Group Note 9 FINANCIAL RISKS AND INSTRUMENTS (continued) DKKm FINANCIAL INSTRUMENTS BY CATEGORY Other investment Financial assets available-for-sale Trade receivables Trade receivables from subsidiaries Short-term loans to subsidiaries Other receivables Loans and receivables Interest-bearing debt Trade payables to subsidiaries Borrowing from subsidiaries Trade payables and other debt Financial liabilities measured at amortized cost Derivative financial instruments for the hedging of future cash flows Financial liabilities used as hedging instruments Derivative financial instruments for financial hedging Financial liabilities measured at fair value in the income statement 2014 Carrying amount Fair value 30 30 30 30 210 603 12,698 102 13,613 11,859 105 6,175 1,381 19,520 37 37 102 102 210 603 12,698 102 13,613 11,953 105 6,175 1,381 19,614 37 37 102 102 2015 Carrying amount Fair value 32 32 232 425 8,741 134 9,532 32 32 232 425 8,741 134 9,532 9,412 97 5,705 1,406 16,620 9,462 97 5,705 1,406 16,670 42 42 203 203 42 42 203 203 The value of derivative financial instruments is measured according to generally accepted valuation techniques based on relevant observable swap prices and exchange rates. The market value of the interest-bearing debt is recognized of the present value of expected future instalment and interest payments. The discount rate applied was the Group's current borrowing rate on loans for corresponding terms. The short-term floating-rate bank debt is stated at the price of 100. The fair value of trade receivables and trade payables with short credit terms is estimated to be equal to the carrying amount. The methods applied remain unchanged compared to 2014. FAIR VALUE HIERARCHY AS OF 31 DECEMBER FOR DANFOSS A/S 2014 2015 FINANCIAL ASSETS: Other investments Total financial assets FINANCIAL LIABILITIES: Derivative financial instruments for the hedging of future cash flows Derivative financial instruments for financial hedging Interest bearing debts Total financial liabilities Quoted prices Level 1 Observ- able input Level 2 Non- observ- able input Level 3 30 30 37 102 11,953 12,092 In total 30 30 37 102 11,953 12,092 Quoted prices Level 1 Observ- able input Level 2 Non- observ- able input Level 3 In total 32 32 32 32 42 203 9,462 9,707 42 203 9,462 9,707 133 Annual Report 2015 · The Danfoss GroupNote 9 FINANCIAL RISKS AND INSTRUMENTS (continued) DKKm FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE BASED ON LEVEL 3 Carrying amount as of 1 January Gain/loss (-) in the income statement Carrying amount as of 31 December Gain/loss (-) in the income statement for assets owned as of 31 December Gain/loss (-) in the income statement is recognized under financial income and expenses. DERIVATIVES AS OF 31 DECEMBER FOR DANFOSS A/S 2014 2015 t c a r t n o c t a t n u o m A l i a p c n i r p / e c i r p 1,455 -532 2,733 USD EUR Other currencies Forward exchange contracts Interest swaps Derivatives end of year t n e m l j t s u d a e u a v t e k r a m n o ) - ( s s o l / n a G i -2 -100 -102 -37 -139 r a e y 1 n a h t s s e l e u D d e z i n g o c e r ) - ( s s o l / n a G i t n e m e t a t s e m o c n i n i -2 -100 -102 -102 s r a e y 5 d n a 1 n e e w t e b e u D -37 -37 s r a e y 5 r e t f a e u D t c a r t n o c t a t n u o m A l i a p c n i r p / e c i r p -3,082 -3,064 -307 2,244 t n e m l j t s u d a e u a v t e k r a m n o ) - ( s s o l / n a G i -192 -13 1 -204 -43 -247 2014 2015 Other invest- ments Level 3 Other invest- ments Level 3 31 -1 30 -1 s r a e y 5 d n a 1 n e e w t e b e u D 30 2 32 2 s r a e y 5 r e t f a e u D r a e y 1 n a h t s s e l e u D -14 -14 -28 -28 d e z i n g o c e r ) - ( s s o l / n a G i t n e m e t a t s e m o c n i n i -192 -13 1 -204 -1 -205 At the end of 2015, unrealized gain/loss(-) on derivatives hedging floating interest payments recognized in equity amounted to DKK -42m (2014: -37m). 134 Annual Report 2015 · The Danfoss Group Note 10 CORPORATION TAX DKKm Corporation tax payable/receivable (-) as of January 1 Paid during the year Adjustments concerning previous years Current tax expenses in income statement Current tax expenses in other comprehensive income Corporation tax payable/receivable (-) as of December 31 The above corporation tax is recorded as follows: Assets Note 11 ADJUSTMENT FOR NON-CASH TRANSACTIONS DKKm Depreciation/amortization and impairment Gain(-)/loss on disposal of tangible assets and business activities Financial income Financial expenses Other, including provisions Adjustment for non-cash transactions 2014 122 -352 206 -6 -30 30 -30 2015 -30 -87 -130 100 -2 -149 149 -149 2014 257 1 -4,242 520 -6 -3,470 2015 260 -30 -8,470 509 -3 -7,734 135 Annual Report 2015 · The Danfoss GroupNote 12 CONTINGENT LIABILITIES, ASSETS AND SECURITY DKKm SECURITY Carrying amount of land and buildings pledged as security for bank loans and mortgages Leasing assets pledged as security for leasing commitments Secured loans from financial institutions 2014 623 37 1,073 2015 637 28 1,064 In connection with disposal of subsidiaries, ordinary guarantees and warranties have been issued. These guarantees and warranties are considered to have no impact on the financial position beyond what has been stated in the annual report. CONTINGENT LIABILITIES At the beginning of 2009, the European Commission's Directorate General for Competition along with a number of other competition authorities initiated investigations of, among others, Danfoss Household Compressors on suspicion of breach of competition regulations. These Investigations have all been concluded. Civil lawsuits against Danfoss are still pending in Europe and North America, the outcomes of which are not yet known. In addition, Danfoss A/S is party to a small number of disputes, lawsuits and legal actions, including tax disputes. It is the view of the Management that the outcome of these legal actions will have no other significant impact on Danfoss A/S' financial position beyond what has been recognized and stated in the Annual Report. OPERATING LEASES (LEASE EXPENSES) Operating lease payments fall due as follows: Buildings: Less than 1 year Between 1 and 5 years More than 5 years Equipment etc.: Less than 1 year Between 1 and 5 years OPERATING LEASES (LEASE INCOME) Operating lease receivables fall due as follows: Less than 1 year Between 1 and 5 years The operating lease income in Danfoss A/S primarily relates to the letting of buildings to the subsidiaries. CONTRACTUAL OBLIGATIONS Service contract commitment other than leases Inventories Property, plant and equipment Hereof commitments relating to succeeding year 2014 2015 15 35 44 32 20 12 29 49 27 20 2014 2015 18 1 12 2014 2015 178 235 16 376 211 258 31 406 136 Annual Report 2015 · The Danfoss GroupNote 13 RELATED PARTIES For more information about related parties, see Note 23. Related parties in Group section. DKKm TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES Sales of goods and services Purchases of goods and services 2014 2015 3 51 3 79 Transactions besides the above transactions with joint ventures and associates are described in Note 2. Financial income, Note 3. Financial expenses, Note 7. Investments and Note 9. Financial risks and instruments. TRANSACTIONS BETWEEN DANFOSS A/S AND THE SUBSIDIARIES Sales of goods and services Purchases of goods and services Purchases of intangible assets and property, plant and equipment Disposal of intangible assets and property, plant and equipment 2014 7,349 2,625 81 11 2015 7,007 2,750 28 4 Transactions besides the above transactions between Danfoss A/S and subsidiaries are described in Note 2. Financial income, Note 3. Financial expenses, Note 7. Investments and Note 9. Financial risks and instruments. Note 14 EVENTS AFTER THE BALANCE SHEET DATE Subsequent to December 31, 2015 there have been no further events with any significant effect on the financial statements beyond what has been recognized and disclosed in the Annual Report. 137 Annual Report 2015 · The Danfoss GroupNote 15 GENERAL ACCOUNTING POLICIES FOR DANFOSS A/S Danfoss A/S is a company domiciled in Denmark. The Annual Report for the period January 1 to December 31, 2015, comprises the financial statements of Danfoss A/S. The financial statements of Danfoss A/S have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and Danish disclosure requirements for listed companies. Unless otherwise indicated, the Annual Report is presented in DKK rounded to the nearest million. The Board of Directors and the Executive Committee reviewed and approved the Annual Report 2015 on March 15, 2016, and it will be presented for approval at the Annual General Meeting to be held on April 29, 2016. Besides the following section the accounting policies for Danfoss A/S are the same as for the Danfoss Group. Please refer to note 25 in the consolidated financial statements for the Danfoss Group. INVESTMENTS IN SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES In Danfoss A/S' financial statements, investments in subsidiaries, associates and joint ventures are measured at cost. In case of evidence of impairment, an impairment test is made. If the recoverable amount is lower than cost, investments are written down to this lower value. Impairments are recognized in Danfoss A/S' income statement under financial expenses. Reversal of impairments are recognized under financial income. Dividends from investments in subsidiaries, associates and joint ventures are recognized in Danfoss A/S' income statement under financial income in the year when the dividends are declared. CORPORATION TAX AND DEFERRED TAX Danfoss A/S is jointly taxed with its Danish subsidiaries and sister subsidiaries. Current tax and deferred tax is allocated between the jointly taxed companies. The jointly taxed companies are taxed under the tax prepayment scheme. Note 16 SIGNIFICANT ACCOUNTING ESTIMATES FOR DANFOSS A/S Significant accounting estimates for Danfoss A/S concern investments in subsidiaries, associates and joint ventures. In Danfoss A/S’ financial statements, investments in subsidiaries, associates and joint ventures are measured at cost. In case of evidence of impairment, an impairment test is made. If the recoverable amount is lower than cost, investments are written down to this lower value. Due to the nature of the operations of the investments, estimates have to be made of expected cash flows many years into the future, which will be subject to some degree of uncertainty. The investments in subsidiaries, associates and joint ventures are described in more detail in Note 7. Investments. 138 Annual Report 2015 · The Danfoss Group139 Annual Report 2015 · The Danfoss GroupA n n u a l R e p o r t 2 0 1 5 © Copyright Danfoss | Produced by the Danfoss Group | Published March 16, 2016 | Layout by ESSENSEN 

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