Sauer-Danfoss Inc.
Annual Report 2019

Plain-text annual report

Annual Report 2019 Contents Financial performance Financial highlights Financial review Financial highlights, quarterly Business segments Governance Risk management and compliance Corporate governance Board of Directors Group Executive Team 24 25 27 28 36 38 40 43 Contents Management’s Review Overview CEO comment Our sustainability ambitions Performance highlights About Danfoss Outlook 2020 Our business The green transition Smart heating solutions Air conditioning in buildings High-precision speed control Power modules Electric transportation Global mega-trends Our business model Our strategy 3 4 5 6 8 9 11 12 13 14 15 16 17 18 Financial Statements Statements Management’s statement Independent Auditor's Report Group Group accounts Group notes Definition of the financial ratios Group companies Parent Management's review Parent accounts and notes Overview Stay up-to-date Sources 45 46 49 56 100 102 105 106 131 132 2/134 Danfoss Annual Report 2019 CEO letter CEO letter We invest to get ahead The green transition is no longer something we just talk about. A significant transformation driven by global megatrends has started, and we continue to see good growth opportunities as our energy-saving solutions play a significant role in the green transition towards lower carbon emissions and more electrification. The center of our Going Great strategy is an ambition of driving long-term value creation for all our stakeholders. In 2019, we maintained our focus on continued value creation by strengthening our core businesses and investing in electrification and digitalization to ensure that we stay at the technology forefront. We invested EUR 272m in innovation, equal to 4.3% of sales. We also seized four acquisition opportunities to add new cutting-edge technology to our already broad range of solutions. These targeted acquisitions have strengthened our electric offering within on- and off-highway and marine and added competence within artificial intelligence to gain an even stronger foothold in the market via smart solutions for buildings and district heating networks. 2019 was a good year for Danfoss. Sales grew 3% despite rapidly changing growth dynamics. Our robust profitability of 12.3% EBITA margin combined with a strong cash flow and a low net debt to EBITDA ratio of 1.0 reflect a continuous, strong financial performance. This offers us a high degree of flexibility to address growth opportunities, allowing us to continue to expand and develop Danfoss as a leader within our core businesses. In 2019, this commitment to continued technology leadership was reflected in our active role in accelerating the transformation of the transport sector with the development of new electric and hybrid solutions for cars, buses, construction machines and ships - a concrete example was the fully-electric Danish ferry with the longest range in the world powered by a Danfoss drivetrain. Danfoss also entered into game-changing partnerships with some of the strongest suppliers in the automotive industry to deliver technology to the millions of hybrid and fully electric cars we will soon see on the roads. And most recently, we agreed to acquire Eaton’s hydraulics business to create a global leader in the mobile and industrial hydraulics markets. Finding a sustainable way is a key differen tiator for Danfoss, and we continue to support the UN Global Compact and Sustainable Development Goals. We follow our founder’s ‘action speaks louder than words’ mindset and set ourselves new, ambitious sustainability targets: We commit to CO2 Neutrality by latest 2030 – supporting the Business Ambition for 1.5°C and signing up to the Science-Based Targets initiative. And we set a target for high-performing diverse teams with 30% female leaders by 2025 – as we know that we need the best people with diverse backgrounds to drive innovation and take advantage of the global megatrends. Our market place is evolving, and we are moving ahead rapidly to capitalize on the opportunities that lie ahead of us. Thank you, our customers and partners for your support on this journey. And thank you all 27,871 colleagues for sharing your frontline passion and team spirit every day and acting as great ambassadors for Danfoss. This is crucial for our continued success. Kim Fausing President & CEO “We continue to see good growth opportunities as our energy-saving solutions play a significant role in the green transition.” 3/134 Danfoss Annual Report 2019 Performance highlights Performance highlights Financial highlights Sales EURbn +3% Earnings (EBITA) EURm 5.8 6.1 6.3 714 724 771 +6% 2017 2018 2019 2017 2018 2019 2019 was a good year. Sales grew to EUR 6.3bn – a result of our ability to win market share through strategic growth initiatives and investments in industry-leading technologies – despite increasing market volatility. Another year of continued growth in our earnings. EBITA increased to reach EUR 771m, leading to an EBITA margin of 12.3% against 11.9% last year. Net profit improved 8% to EUR 502m – A continuous, strong financial performance allowing us to continue to expand and develop Danfoss as a leader within our core businesses. Sustainability highlights Energy intensity MWh consumed energy per EURm net sales 106 104 101 -45% 2017 2018 2019 Since 2007, we have reduced the energy intensity of our operations by 45%. This means that we have almost doubled our production output on the same energy consumption as in 2007. Innovation spend EURm Cash flow EURm 272 255 234 Lost Time Injury Frequency Lost time injuries per million hours worked 441 463 359 +7% 2017 2018 2019 +29% 2017 2018 2019 -35% 3.4 2.8 2.2 2017 2018 2019 Increased investments in the future. Innovation spend increased to EUR 272m equal to 4.3% of sales. Besides investing into our core businesses, the innovation activities were concentrated around digitalizing and electrifying our energy-efficient solutions and servic- es to create even more value for our customers. Strong cash flow to finance acquisitions. The free operating cash flow after financial items and tax increased to EUR 463m. To further strengthen the business, Danfoss completed four acquisitions in 2019, adding new digital technologies and electric solutions to the product portfolio. Safety First! Our Lost Time Injury Frequency was down 35% over the past two years, reaching a record low level of 2.2 in 2019. We continue our efforts to take good care of our people and improving their health and safety. See information about changes in reporting at page 131. 4/134 Danfoss Annual Report 2019Sustainability and diversity goals Danfoss Sustainability Report 2019 Sustainability and diversity goals CO2 neutral in 2030 30% female leaders We want to be CO2 neutral by 2030. To decarbonize Danfoss, efforts are continuously put into improving energy efficiency in our own operations. Furthermore, we invest heavily in electrification powered by renewable energy. We also want to transform our own company car fleet to be electric when infrastructure becomes available. Our target is 30% female leaders in 2025. We believe that a diverse and inclusive workplace fosters creativity, innovation and a broader perspective in decision-making, optimizing our performance and customer service. We want to break down barriers and consumptions about leadership roles and inspire everyone to achieve their potential. 30% female leaders in 2025 25% female leaders in 2022 20% female leaders in 2019 0% Read more in the Sustainability Report 2019 at www.danfoss.com 5/134 Danfoss Sustainability Report 2019About Danfoss About Danfoss 27,871 Employees 30% Female leaders by 2025 Today, global megatrends are changing the world, making Danfoss more relevant than ever. We have proven and reliable solutions to meet many of the climate, urbanization, and food challenges. Driven by the power of an electrified society and fueled by the opportunities of going digital, Danfoss is dedicated to engineering solutions that can unleash the potential of tomorrow. With the promise of quality, reliability, and innovation deeply rooted in our DNA, we deliver an extensive range of products and solutions across our business segments of Heating, Cooling, Drives, and Power Solutions. Across the globe, our sustainable, smart technologies power industries and cities, secure a reliable food supply, and create healthier, more comfortable indoor climates. At the same time, we are developing solutions that integrate renewables into tomorrow’s smart energy systems, where on- and off-highway machinery, cars and marine vessels are powered by hybrid and electric motors. This is where the transformation starts – in the way we heat, cool, connect, and feed a growing population. Together with our customers, we help make a greener and better future a reality. Together, we are engineering tomorrow. Our innovative engineering dates back to 1933. Today, Danfoss holds market-leading positions, employing 27,871 people and serving customers in more than 100 countries. We are privately held by the founding family. Read more about us at www.danfoss.com 72 Factory sites 23 R&D sites 0% CO2 Targeting CO2 neutrality by 2030 Sales in more than 100 countries Top 3 markets: USA, China and Germany 6/134 Danfoss Annual Report 2019Markets we serve Markets we serve Every day, we engineer a real difference to the world around us. Tomorrow can be more energy efficient than today. Future of the Fjords is the world’s first fully electric carbon fiber vessel. This tourist vessel guides guests along the spectacular UNESCO World Heritage listed fjord route between Gudvangen and Flåm in Norway. Danfoss has designed the power system and the shore supply, enabling electrification of the vessel and zero emissions. Mobile hydraulics Automotive Refrigeration and air conditioning Food and beverage Energy and natural resources Marine and off-shore Industry Water and wastewater Commercial buildings Residential buildings District energy Visit danfoss.com Learn more about the markets we serve 7/134 Danfoss Annual Report 2019Outlook 2020 Outlook 2020 Driving future growth and long-term sustainable value creation. In 2020, our key focus continues to be on ensuring profitable growth, while maintaining a high level of investments in our core businesses, new digital technologies and electric solutions. Based on the current market insights, our growth projections for 2020 remain soft. This can mainly be ascribed to the current geopolitical environment - in particular, the ongoing trade conflicts, other conflicts and the impact from Brexit, which have created a higher level of uncertainty globally and are negatively impacting market growth. The visibility for 2020 is low, and we see a higher level of volatility in several markets. Accordingly, sudden changes in Danfoss’ key regions and significant markets and industries could have a negative impact on the demand for Danfoss products and solutions and the Group’s performance. 2020 expectations Despite the current volatility, we expect to continue to expand or maintain our market share, while maintaining the profitability measured as margin at the 2019 level, following continued investments in sustainable value creation. • The solid cash flow performance is expected to continue, enabling a healthy combination of debt reduction and acquisitions to add new technologies to the portfolio and companies, which constitute a strategically good match to our business segments. The outlook excludes any impacts of the acquisition of Eaton’s hydraulics business. The transaction is expected to close by the end of the year. Specific key factors, which could affect the Group’s financial performance in 2020: • The Group’s continued strategic initiatives to accelerate profitable growth, organic as well as acquisitive, are expected to generate a positive impact on market share development. • Increasing prices on commodities, such as crops, metals and oil, which are driving demand in the global agriculture, marine and other heavy industry sectors, are associated with considerable volatility, leading to low visibility as well as having a direct impact on our own raw materials. • Fluctuations in foreign exchange rates may affect top-line growth. • As a result of the outbreak of the corona virus (COVID-19), factories in China have been closed for a longer period than usual in connection with the Chinese New Year, and supply chains across the globe are disrupted. While the full impact of the outbreak is not yet known, we expect that it will result in a temporary slowdown on the global markets and the Chinese market in particular. In 2020, Danfoss will change the frequency of financial updates to twice a year. In 2020, Danfoss will publish this Annual Report and a financial announcement for the first six months. Previously, Danfoss also published financial announcements for the first and third quarters of the year, which will be discontinued. See page 131. Forward-looking statements This Annual Report includes forward-looking statements on various matters, e.g. expected earnings, future expansion of market share and future profitable growth. Such statements are subject to risks and uncertainties, because various factors, many of which are beyond Danfoss’ control, may cause actual develop- ments and results to differ materially from the expectations set out in the Annual Report. Such factors include, but are not limited to, the geopolitical environment, general economic and business conditions, changes in commodity pric- es impacting the demand for Danfoss’ solutions and services, competition in the industrial sectors, in which the business segments are operating, fluctuations in foreign exchange rates, interest rates or our own raw material prices, changes in climate policy, legislation, regulation or standards, and uncertainty in connection with acquisitions or potential acquisitions and divestments. Unless required by law, Danfoss is under no duty and undertakes no obligation to update or revise any forward-looking statements after the publication of this Annual Report. 8/134 Danfoss Annual Report 201940% of global energy use come from buildings The green transition The green transition The global climate crisis caused by carbon emissions is a key threat to society and our planet. Danfoss’ energy-efficient and climate-friendly solutions enable a cost-effective green transition. Human activity has already caused an increase in global heating of approximately 1.1°C since the late 19th century, with most of the increase occurring in the past 35 years. If emissions con- tinue at the current rate, global heating is likely to have increased by 1.5°C at the earliest in 2030, crossing the key threshold set by climate science to avoid irreversible climate change. The challenge requires a profound transformation of the way we use energy. This is no longer a question of technology, it is a question of mindset, will, smart thinking and good gover nance, as the solutions already exist today and can be adopted immediately. What we do Danfoss’ energy-efficient technologies, such as thermostats, high-pressure pumps, digital and electric solutions and motors reduce emissions on a global scale. At the same time, our climate-friendly technologies enable the sustainable transition at lowest possible cost with relatively short pay-back times. We offer ready-to-use energy-efficient solutions that reduce the energy consumption in buildings – which account for 40% of global energy consumption. One example is our smart Leanheat heating solution that makes buildings more intelligent by using artificial intelligence and IoT, pro- viding up to 20% energy savings on top of conventional solutions, leading to a lower energy bill. Another example is our sustainable Turbocor® compressor, which can almost halve the energy consumption in chillers that provide air conditioning in commercial and multi-residential buildings, resulting in a better indoor climate. Electrification of the transport sector is another area, where Danfoss can contribute to higher energy efficiency and lower energy consumption in, for example, electric systems for vehicles and ships. You can read more about our impact on the following pages. 9/134 Danfoss Annual Report 2019Our work with the UN Global Compact Our work with the UN Global Compact Danfoss contributes to all SDGs in one way or another, but we focus our efforts towards the four SDGs, on which our core businesses have the largest impact. The four prioritized SDGs have a significant impact on climate change and SDG 13. SDG 6: Clean water and sanitation – Ensure availability and sustainable management of water and sanitation for all. SDG 7: Affordable and clean energy – Ensure access to affordable, reliable, sustainable, and modern energy for all. SDG 11: Sustainable cities and communities – Make cities and human settlements inclusive, safe, resilient, and sustainable. SDG 12: Responsible consumption and production – Ensure sustainable consumption and production patterns. Example of Danfoss impact: Danfoss provides solutions for water and wastewater handling to optimize and reduce energy consumption. This leads to increased energy efficiency and lower energy consumption, CO2 emissions and operating costs in, for example, a wastewater treatment plant, ensuring sustainable management of water for all. Example of Danfoss impact: The demand for energy is growing and the world is engaged in a sustainable energy transition. Danfoss is a world leader in energy-efficient and electric technologies. Improved energy efficiency in combination with the sustainable advantages which electrification brings will help to ensure access to reliable and modern energy, which all can afford. Example of Danfoss impact: People are moving from rural to urban areas. We help build roads, buildings and energy systems for the world’s growing cities. Danfoss provides automation and energy- control solutions enabled by cloud and connectivity. Our solutions help to increase energy efficiency and reduce energy consumption, CO2 emissions and operational cost in residential, commercial and industrial buildings and district energy networks. We report on our sustainability efforts and results in the Sustainability Report 2019, which constitutes our annual Communication on Progress to the UN Global Compact. The report highlights areas in which our products, solutions and services can make a real difference for the world’s progress on the SDGs. With the report, we live up to the requirements for Corporate Social Responsibility reporting as set out in section 99a of the Danish Financial Statements Act and section 99b on the gender balance at management levels. Read more about our impact and achievements in the Sustainability Report 2019 at www.danfoss.com > About Danfoss > Sustainability in review. (https://www.danfoss.com/en/about-danfoss/company/sustainability/sustainability-in-review/). Visit danfoss.com Danfoss food retail solutions are highly efficient and provide a low total cost of ownership – while at the same time lowering the CO2 footprint. Example of Danfoss impact: The world’s growing population is driving an increased demand for food and Danfoss solutions help to ensure food safety and minimal food loss from farm to fork. Our solutions enable efficient and productive farming capabilities for agricultural machines, resulting in greater food production. Furthermore, our energy-efficient cold-room solutions ensure temperature-controlled food storage and help achieve near-zero downtime at lowest operational cost on supermarket applications. We offer solutions, which reduce CO2 emissions by up to by 60%, by replacing synthetic refrigerants with environmentally friendly refrigerants. 10/134 Danfoss Annual Report 2019Smart heating solutions Saving energy and cost Smart heating solutions Saving energy and cost 50% energy savings with Danfoss heating solutions Energy-efficient homes There are lots of ways to save energy in our homes. In fact, simple improvements can help reduce energy waste, cut costs, and make our homes healthier, more comfortable and more productive places to be. Just by fixing the basics, on average, we can achieve 30% energy savings in our buildings – and on our energy bill – with a payback time of only 2 years. Today, there are still more than 500 million manual, uncontrolled valves installed in European buildings. By replacing these manual valves with thermostatic radiator valves, households could save an average of up to 18% on their energy bills and have an energy-efficient home. For European citizens, this represents savings of EUR 12 billion annually and a CO2 emissions reduction of about 24 million tons. In addition, there are nearly 250 million radiators with thermostatic radiator valves older than 20 years that could be upgraded to digital valves, which would lead to even higher energy and cost savings. Smart home technology, which uses artificial intelli- gence and sensors, can help us predict our energy consumption – and lower the supply needed to meet the demand. The smart homes of the future are already here. Danfoss’ Leanheat software solution monitors the temperature and humidity of every individual apartment in a residential building, saving additional 10-20% energy consumption on top of the basic solutions. Play video Watch the video and learn how Leanheat makes buildings smarter 11/134 Danfoss Annual Report 2019Air conditioning in buildings – Sustainable and efficient Air conditioning in buildings – Sustainable and efficient 40% energy savings with Danfoss Turbocor®, leading to reduced emissions Oil-free compressor technology Energy efficiency is the largest contributor to global greenhouse gas reductions towards 2050. The Danfoss oil-free Turbocor® series of centrifugal compressors use environmentally friendly refrigerants and deliver the highest energy efficiency on the market. Danfoss Cooling is the leading manufacturer of oil-free compressors and is the pioneer of the Danfoss Turbocor® compressor, the world’s first oil-free magnetic-bearing compressor for the heating, ventilation and air-conditioning (HVAC) industry. Danfoss’ wide portfolio and unique technical expertise in every core component Danfoss Turbocor® compressors use advanced technology to deliver high supporting chiller optimization result in energy savings of up to 40%. efficiency and low sound levels in a compact footprint. EPA, AHRI/ASHRAE USA, Natural Resources Canada and the Institute of Refrigeration – England. Industry-leading performance is achieved by using oil-free, magnetic bearings that provide world-class efficiency and very low performance degradation over the life of the compressor. Danfoss Turbocor® technology has been recognized with awards from many prestigious organizations, including the USA Visit danfoss.com Learn more about the world’s first oil-free magnetic-bearing compressor from Danfoss. 12/134 Danfoss Annual Report 2019High-precision speed control Energy-efficient electric motors High-precision speed control Energy-efficient electric motors 8% of global energy consumption could be saved by 2040 if variable speed drives were used Saving energy in electric motors For a better tomorrow we will electrify more. Electric energy and variable speed drives are important in this transformation. 20% of the world’s energy consumption is electric energy. 50% of electric energy is used by electric motors, many of which have no speed control devices. The global electric energy consumption could be reduced by 8% by 2040, if var- iable speed drives were used in every suitable application, such as pumps, fans, compressors and other applications. The need for energy conservation in order to save the environment is a key driver in Danfoss Drives’ development of speed control devices, and our variable speed drives provide the optimum method for controlling the speed of electrical motors to match load demand. Our low-voltage and medium-voltage variable speed drives are used in many areas of electrification in all major motor brands and technologies in power sizes from small to large. Play video Danfoss Drives delivers better process precision and superior energy efficiency for all electric-motor operations. Watch the video to find out more. 13/134 Danfoss Annual Report 2019Power modules Power modules enabling electrification of transport 35m cars already use Danfoss technology today Emission-free transport To help enable zero emission driving, Danfoss provides cutting-edge power modules integrated into the drivetrain. For decades, Danfoss Silicon Power has helped automotive manufacturers and system suppliers meet stringent reliability, design and cost targets, supporting them by designing, developing and manufacturing customized power modules. Power modules are used in power electronics, which serve as electronic controls for electrified drives. These solutions are transforming the adoption of electric transportation and making hybrid and pure electric vehicles a natural and sustainable choice for everyone. In 2019, Danfoss entered into game- changing partnerships with some of the strongest suppliers in the automotive industry to deliver technology to the millions of hybrid and fully electric cars we will soon see on the roads. For example, Danfoss stepped up the existing cooperation with ZF Friedrichshafen AG by entering a new strategic partnership for silicon- and silicon-carbide power modules. Together, we plan to further improve the efficiency of electric drivetrains. This has the potential to be a game changer for the development and innovation of future drivetrains for electrification of vehicles, enabling accelerated transformation of the transport sector. The transport sector is responsible for 65% of oil demand and generates nearly a quarter of global C02 emissions. Economic growth and prosperity will only increase demand for mobility Visit danfoss.com Read more about how Danfoss helps to power up future electric drive train applications and achieve the challenging emission goals. 14/134 Danfoss Annual Report 2019 Electric transportation Electric transportation Cleaner air and less noise 100% reduction of emissions with electric vehicles Urban electric buses are the fastest moving part of the market for electric vehicles. According to a study by Bloomberg New Energy Finance, it will account for 81% of global bus sales by 2040. Switch- ing to hybrid and fully-electric solutions will be crucial in the fight against climate change. Electrical bus revolution With Asia leading the way on electrifying buses, the city of Taipei in Taiwan turned to Danfoss Editron. They wanted help to power their first all-electric bus line of 12 buses. Improving efficiency Danfoss delivered 12 electric drivetrains powering the buses. With zero emissions, the buses are able to run over 260 km when at full passenger capacity. When empty, they can run over 300 km. Each bus can be charged in just five hours. The roof of the charging station is equipped with a 302 square meter single solar panel, generating 130 kilowatt of electricity per day. In addition, Danfoss’ control and monitoring software features a self-diagnosis functionality, constantly monitoring and reporting to the local control center on motor temperature, power situation and remaining mileage. This greatly reduces the risk of sudden bus failure and improves the overall efficiency of the buses. The buses not only improve Taipei’s air quality, but also have a comfortable boarding environment and reduce noise. The Taipei City aims at having 400 electric buses on its roads before 2022. Visit danfoss.com Learn more about how Danfoss is taking fuel savings and energy efficiency to the next level. 15/134 Danfoss Annual Report 2019Global Mega-trends Global Mega-trends Global Mega-trends Transforming our world Transforming our world i D g i t a l i z a t i o n E l e c t r i fi c a t i o n U r b a n i z a t i o n F o o d s u p p l y The world has gone digital. Every day, the digital transformation is picking up speed, transforming our society, our energy systems, and the industries we operate in. The world is engaged in a global transition from fossil to green energy. As electricity generation shifts to more renewable sources, electrification creates further environmental benefits by shifting many end-uses away from fossil fuel sources. Today, there are 7.6 billion people in the world. By 2050, there will be 9.8 billion people. Each year, around 77 million people move from rural to urban areas, meaning, that by 2050, 70% of the population will be living in cities against 54% today. Our population is growing. By 2050, we’ll need to produce 60% more food than we do today. At the same time, one-third of food currently produced is lost or goes to waste before it reaches the table. This is mainly due to an incomplete cold chain. C l i m a t e c h a n g e The planet’s average surface temperature has risen about 1.1 degrees Celsius since the late 19th century, a change driven largely by increased carbon dioxide and other human-made emissions. Most of the heating has occurred in the past 35 years, with 17 of the 18 warmest years on record occurring since 2001. 16/134 Danfoss Annual Report 2019 Our business model Our business model Danfoss’ competitive advantage builds on three core capabilities: Application knowledge, Innovation and Leading positions. These capabilities reflect how we create value for our customers across the business segments. Application knowledge Understanding customer applications is key to differentiating and creating customer value. We invest in initiatives which enable our sales and R&D teams to turn their know-how and applica- tion understanding into performance- enhancing advantages for our customers. Application knowledge Close to customers Innovation Differentiate through new technology Competitive advantage Leading positions Exploit scale Innovation Our mechanical, electrical and software engineering enable bold innovation and constant improvement of our technologies, solutions and processes in the core businesses. We innovate to differentiate and create customer value. We invest to take full advantage of innovation and take the lead within IoT, connectivity and electric solutions. Leading positions In the global manufacturing industry, global reach, size, and scale matter. It is a key element in our business model that the business segments hold leading positions as either number one or two in their industries. Our shared operating model further helps to drive scale advantages, increased customer value and a world-class supply chain, and we share a unique business system with a strong focus on safety, quality, delivery, and cost. 17/134 Danfoss Annual Report 2019Our strategy Our strategy – We invest to get ahead Global mega-trends transform our world. Massive urbanization and food supply for a growing population in combination with the increasing global focus on climate change and sustainability fit right into our business context. Going Great – Our aspiration The center of our Going Great strategy is an ambition of driving long-term value creation for all our stakeholders: customers, employees, shareholders and partners. By combining our application know-how and innovative engineering to create smart sustainable solutions, we play a significant role in the green transition towards lower carbon emissions and more electrification, making the world’s energy consumption more sustainable. This is how we work to meet our aspiration: engineering tomorrow and building a better future. Our work to meet our aspiration is structured in four strategic focus areas: Leading Portfolio, Customers & Growth, Innovative Solutions, and Lean & Agile. These levers serve as drivers to take Danfoss to a higher performance level through our core businesses performing effectively and profitably, investments to stay at the technology forefront, and sustainable growth. All of this is built on Our Foundation, which is our high-performing, diverse teams that make the strategy come alive. Leading Portfolio In 2019, Danfoss continued to strengthen its leading positions as number one or two globally in the respective industries of our four business segments. We acquired Artemis Intelligent Power, Hydraulik Nord Fluidtechnik, UQM Technologies and Leanheat. These targeted acquisitions have added new electronic and digital technologies to the product portfolio focused on the core. Core & Clear – Going Great Our aspiration We engineer tomorrow and build a better future Our strategy Leading Portfolio Customers & Growth Innovative Solutions Lean & Agile Our foundation High-performing diverse teams 18/134 Danfoss Annual Report 2019Acquisitions in 2019 Acquisitions in 2019 Artemis Intelligent Power Ltd. Hydraulik Nord Fluidtechnik On February 21, 2019, Danfoss closed the transaction to acquire the majority shares of Artemis Intelligent Power, an R&D and engineering company based in Scotland, specializing in hydraulic system development. The acquisition includes AIP’s Digital Displacement® technology, which will provide Dan- foss with a competitive advantage in developing innovative products and systems for off-highway mobile machines. Leanheat On May 2, 2019, Danfoss expanded its ownership share to 100% of the Finnish company Leanheat – a leading company within artificial intelligence making buildings and heating networks smart and energy-efficient. The acquisition reflects Danfoss’ strategic focus on adding more digital products to the portfolio to create even more value for our customers. On April 1, 2019, Danfoss closed the transaction to acquire Hydraulik Nord Fluidtechnik, a supplier of hydrau- lic steering based in Germany. The acquisition will further strengthen Danfoss’ innovative and efficient product offerings to the agriculture market and confirms our strategic focus on building leading positions. UQM Technologies Inc On July 31, 2019, Danfoss closed the transaction to acquire the publicly traded company UQM Technologies located in Colorado, USA. UQM is a leading expert and the technology leader in motors and inverters in the power range of up to 250 kW. With the acquisition, Danfoss adds an important and complementary technology to its current product range, with inverter and motor solutions up to 6 MW of power. The acquisition gives Danfoss the total package of electric solutions for serving the marine, off- and on- highway, and oil and gas markets globally. For more information on acquisitions, see Note 19 page 86. Danfoss delivered the electrification technology to develop this fully battery-operated 25-ton electric excavator. It was the first zero-emissions excavator in Norway. The system includes motor, inverter, battery charger and multi-converter from Danfoss. Customers & Growth Danfoss focuses on innovations that help our customers increase their competitive ness through improved efficiency and productivity, reduced costs and improved safety and sustainability. We do that by leveraging the opportunities that are arising with digitalization and electrification. Municipalities all over the world are increasingly focused on reducing emissions, and Danfoss acts on this trend. One example is our electric-propulsion systems, which are market-ready. In 2019, we have electrified several machine types in on- and off-highway vehicles and various marine applications all over the world — such as ferries and workboats, city buses, excavators, forestry harvesters and more. We believe that electrification will continue to grow, as it is the answer to many of the challenges facing the industries we serve. This is in regard to sustainability, efficiency and productivity. In fact, most of the applications where we install electric drivetrain systems have become more productive as a result. In combination with our conventional core technologies, we are well-positioned to serve our customers’ increasing demands in the area of hybrid and electric solutions. 19/134 Danfoss Annual Report 2019 Innovative Solutions Danfoss is continuously expanding its offering of connectivity solutions and digital services within all four business segments. The heart of the value we deliver to our customers is enhanced productivity, higher uptime, lower energy consumption and costs and in many cases higher comfort and operator safety. We expect significant growth within this area, as IoT adds value to the customer in almost any application. For example, we use IoT to leverage our long-term experience in mobile control systems. It means we can share our knowledge faster with customers, helping them to design new connected machines that can exchange information with our cloud in real time for optimized performance. We believe the full value of IoT is captured, not only when machines are connected, but when the data generated by machines can be linked to the core business systems of our customer. This enables better business decisions in all areas – whether it is the design stage, the supply chain, operator training programs, or monitoring fleet utilization and equipment health. Another example is our cold-chain solutions, which help to secure that products remain at the correct temperature and humidity, optimizing food safety and security – while lowering the CO2 footprint. Take our cost- effective and energy-efficient cold-room solutions, saving up to 20% in energy costs. Yet another example is our food retail solutions, which offer highly efficient refrigeration systems optimized for CO2 refrigeration and natural refrigerants. They provide a low total cost of ownership, while at the same time reducing the carbon 20/134 Steering is not only about the wheel any more. At Danfoss, we are partnering with our customers and distributors to reinvent how operators interact with machines – increasing productivity and comfort. Danfoss Annual Report 2019Furthermore, we are improving the digital customer experience with better end-to-end processes between our supply chain and our customers, enabled by our new IT platform, One ERP, in combination with the global product store at the corporate website, www.danfoss.com. Our Foundation Our Foundation is our high-performing, diverse and engaged teams who drive our customer-oriented performance to achieve better results. management, which will continue. Furthermore, we have increased the workforce diversity and created an international culture with 130 nationalities working in Danfoss in 2019. Along with growth and expansion of Danfoss, we have focused on people development and performance With our Going Great strategy, we need world-class talents, who live our Behaviors, “Frontline passion”, “Run business like Danfoss’ new IT platform, One ERP (Enterprise Resource Planning), is a fundamental part of Danfoss’ digital transformation, enabling growth and a best-in-industry customer experience. One ERP is rolled in via several releases, each covering a specific part of the Danfoss organization. In 2019, three releases were finalized, covering 25% of Group sales end of 2019. footprint of the supermarket refrigeration system. In our innovation, we also use digital technology to bring speed into R&D, for example by using simulation and 3D printing to reduce the time-to-market. The number of 3D prints has increased significantly – from only a few hundred five years ago to more than 40,000 in 2019 alone. The fact that Danfoss has now trained more than 500 employees in the usage of 3D printing has been a major contributor to this growth. Lean & Agile To create increased competitive advantage and operational excellence, we stay focused on being lean and agile – Harvesting the potential of digital technologies and fighting unnecessary complexity to be the best in the markets we serve within safety, quality, delivery, pricing and cost. We are building a flexible supply chain that reacts fast to the needs of the customer, leading to higher customer as well as employee satisfaction. Key is a strong IT infrastructure and smart factories across Danfoss. One example is the Danfoss refrigeration and air-conditioning compressor factory in Wuqing, China, where operators are supplied with components by autonomous robot vehicles and use intelligent bluetooth-connected tools, which automatically detect if an assembly process is being incorrectly performed. The outcome has been a significant increase in productivity and halving of customer claims. The factory has been recognized as one of the world’s smartest factories by the World Economic Forum. 21/134 Danfoss Annual Report 2019Danfoss Postgraduate Program your own” and “Think Danfoss”, to drive our business forward. Our aim is to hire the most talented people and offer the best opportunities for professional growth through attractive on-the-job learning opportunities and dynamic career development. To support our ambition, in 2019, we have strengthened our employer-branding efforts, talent-development activities and sharpened our focus on our Behaviors and diversity and inclusion. As part of institutionalizing our Behaviors, a series of ambassador programs have been launched, where employees are encouraged to nominate colleagues, who truly live the Behaviors in their everyday working life. In 2019, 260 employees were nominated in 24 countries across our organization. To drive a more structured approach to attraction, development and retention of high potentials, we drive Postgraduate Programs and Cross-business Mentoring Programs led by senior business executives. In 2019, Danfoss was recognized as “China Top Employer 2020” by the world-renowned Top Employers Institute. Danfoss received the award for its outstanding performance in talent strategy, career development, and corporate culture. In 2019, Danfoss was also recognized by Financial Times as one of the Leaders in Diversity 2020. We believe that a diverse and inclusive workplace fosters creativity, innovation and a broader perspective in decision-making, optimizing our performance and customer service. By living out an inclusive culture characterized by diversity, we make sure to develop our own people as well as attracting the very best candidates from various backgrounds. Furthermore, feeling welcome and safe to speak up strengthens employee engagement. Read more about our efforts within Diversity & Inclusion in the Sustainability Report 2019. Very high employee engagement In 2019, the bi-annual engagement survey, Voice, was carried out in the Danfoss Group. The overall picture of Danfoss as a workplace was very positive and improved compared to Voice ‘17. Voice ’19 again showed a very high engagement score of 80 on a 100-point scale, up from 79 in 2017. 9 out of 10 – hourly paid as well as salaried – employees (91%) gave their feedback about what we do well and what needs to be improved in areas such as job motivation, performance enablement, strategy, behaviors, leadership and diversity & inclusion. The survey results showed a high level of loyalty and commitment – reaffirming that our people are willing to go the extra mile for Danfoss. Furthermore, the perception of working environment, team work and development opportunities was high, and an increasing number of our employees would actively recommend Danfoss as a workplace. Danfoss Postgraduate Program Play video Danfoss Postgraduate Program opens great opportunities to develop a career by working across functions and borders, exploring different cultures and developing personally as well as professionally. SHARED with Danfoss The pictures on the next page were taken by Danfoss employees, customers or partners around the world and shared via social media. Authentic, dedicated and fascinating – take a look at the Danfoss Group’s instagram channel. Instagram channel www.instagram.com/danfosscareers/ 22/134 Danfoss Annual Report 201923/134 Danfoss Annual Report 2019Financial highlights Financial highlights Profit and loss account Net sales EBITDA before OOI/E EBITDA EBITA before OOI/E EBITA EBIT Financial items, net Profit before tax Net profit Balance sheet Total non-current assets Total assets Total shareholders’ equity Net interest-bearing debt Cash flow statement Cash flow from operating activities Cash flow from investing activities Acquisition of intangible assets Acquisition of property, plant and equipment. Acquisition of/Proceeds from disposal of subsidiaries and activities Acquisition(-) and sale of other investments, etc. Free operating cash flow Free operating cash flow after financial items and tax Free cash flow Cash flow from financing activities EURm EURm EURm EURm EURm 2019 2017 2015 2016 2018 5,099 824 798 636 610 549 -47 502 348 3,507 4,987 2,067 1,292 626 -217 -27 5,271 838 811 665 646 572 -44 529 394 3,788 5,457 2,325 1,284 693 -494 -32 5,827 923 882 758 714 645 -49 596 445 3,883 5,583 2,569 1,050 742 -405 -64 6,098 929 926 758 724 648 -45 603 463 3,886 5,760 2,654 962 673 -227 -64 6,285 1,028 1,026 778 771 695 -33 662 502 4,217 6,096 2,933 1,048 789 -407 -52 DKKm DKKm 2019 2018 45,452 6,926 6,899 5,649 5,395 4,827 -332 4,495 3,446 29,022 43,009 19,822 7,184 46,926 7,673 7,663 5,807 5,757 5,185 -243 4,942 3,746 31,509 45,549 21,917 7,832 Financial ratios Local currency growth (%) EBITDA before OOI/E margin (%) EBITDA margin (%) EBITA before OOI/E margin (%) EBITA margin (%) EBIT margin (%) Return on invested capital ROIC (%) Return on invested capital after tax ROIC (%) Return on equity (%) Equity ratio (%) Leverage ratio (%) Net interest-bearing debt to EBITDA ratio Dividend pay-out ratio (%) Dividend per 100 DKK share EURm 2015 EURm 2016 EURm 2017 EURm EURm 2019 2018 DKKm DKKm 2019 2018 2 16.2 15.7 12.5 12.0 10.8 16.3 11.4 17.6 41.4 62.5 1.6 20.4 6.9 4 15.9 15.4 12.6 12.3 10.9 16.3 12.0 17.2 42.6 55.2 1.6 17.0 6.7 12 15.8 15.1 13.0 12.2 11.1 17.8 13.0 17.3 46.0 40.9 1.2 18.1 8.1 7 15.2 15.2 12.4 11.9 10.6 17.9 13.4 17.0 46.1 36.2 1.0 17.4 8.1 1 16.4 16.3 12.4 12.3 11.1 18.3 13.4 17.0 48.1 35.7 1.0 16.0 8.1 7 15.2 15.2 12.4 11.9 10.6 17.9 13.4 17.0 46.1 36.2 1.0 17.4 60.2 1 16.4 16.3 12.4 12.3 11.1 18.3 13.4 17.0 48.1 35.7 1.0 16.0 60.2 5,014 -1,689 -478 5,891 -3,039 -391 As of January 1, 2019, Danfoss adopted IFRS 16 'Leases'. Rights-of-use assets and lease liabilities have been recognized for leases previously classified as operating leases. In 2019, EBITDA increased by EUR 59m, due to change in reporting of expenses of rights-of-use assets under depreciation. Further information is available in Note 23 on page 91 and Note 26 on page 94. -130 -194 -217 -238 -252 -1,769 -1,879 -30 -251 -103 88 -140 653 -1,045 -30 629 452 405 -458 -17 631 455 196 -175 -21 627 441 334 -373 -13 564 359 443 -424 37 634 463 323 -322 -96 4,207 276 4,732 2,676 3,300 -3,165 3,455 2,410 -2,408 Key figures, financial ratios and below highlighted keyfigures are calculated as defined in Note 26 on page 100. EBIT: Operating profit. EBITA: Operating profit (EBIT) before profit from associates & joint ventures and amortization, gains and losses related to acquisitions and divestments. EBITDA: Operating profit (EBIT) before depreciation, amortization, impairment and profit from associates & joint ventures. OOI/E: Other operating income and expenses. Conversion factor between DKK/EUR: Profit and loss account and cash flow statement: 0.1339 (2018: 0.1342). Balance sheet: 0.1338 (2018: 0.1339). 24/134 Danfoss Annual Report 2019Financial review Financial review In 2019, Danfoss delivered a strong financial performance in line with expectations. Sales increased 3% to EUR 6,285m, corresponding to 1% growth in local currency. EBITA increased 6% to EUR 771m, leading to an EBITA margin of 12.3%. Danfoss continued to drive a strong cash flow, allowing a high level of investments in innovation and new technologies. 2019 was a year of significant progress. Despite changed growth dynamics in the market, we saw growth opportunities, as our energy-saving products and solutions translate into the strengthened global focus on sustainability and green transition. This strong trend, combined with continued momentum in mega-trends like electrification, digitalization and urbanization, contributed to making Danfoss and our solutions even more relevant. Along with our targeted investments in acquisitions, growth initiatives, our digital transformation as well as people and talent to strengthen the core businesses, it creates a strong foundation for future growth. Sales Sales grew EUR 187m to EUR 6,285m (2018: 6,098m). The reported growth was 3% after a positive currency impact of 2%. Growth in local currency was 1%. The overall development in sales was in line with expectations. During the year, some of the more cyclical businesses have seen slowing growth rates. Prior to 2019, Danfoss saw very high growth rates for some years, whereas 2019 was characterized by increased volatility, mixed market conditions and lower market growth in cyclical industries. From a regional perspective, Danfoss grew in Western and Eastern Europe, while North America had a flat sales development. The Asia-Pacific region also saw a flat sales development, driven by the slowdown in China, which is caused by the high level of uncertainty created by the current geopolitical environment and particularly the effects of the trade conflict with the US. Danfoss continued good growth momentum in Latin America, whereas the Africa-Middle East region remained challenged by the geopolitical environment. Earnings After continued high levels of investments in innovation, digital transformation and growth initiatives to fuel future growth, the operating profit before acquisition-related amortization (EBITA) improved 6% or EUR 47m to EUR 771m (2018: 724m), leading to an EBITA margin of 12.3% (2018: 11.9%). The improved profitability was driven by productivity improvements in the factories, increased customer prices and cost-down initiatives, which countered the higher level of raw material prices and imposed tariffs. Profit before tax increased 10% to EUR 662m (2018: 603m), leading to a net profit of EUR 502m (2018: 463m), up 8% on last year. The effective tax rate for 2019 was 24.2% (2018: 23.2%). Assets and liabilities Total assets increased 6% to EUR 6,096m (2018: 5,760m), impacted by new companies, a higher trade working capital and the IFRS 16 changes to accounting principles for leases, which came into effect as of January 1, 2019, accounting for EUR 135m. The change is described in Note 8 on page 70 and Note 23 on page 91. Equity increased 11% to EUR 2,933m (2018: 2,654m), mainly influenced by the profits of the year, dividend payments and share buyback. Consequently, the equity ratio, calculated as equity relative to total assets, was 48.1% (2018: 46.1%), also impacted by the above-mentioned changes to the accounting principles for leases. The return on equity was 17.0% (2018: 17.0%). Net interest-bearing debt increased by EUR 86m to EUR 1,048m (2018: 962m), mainly due to the above-mentioned changes to accounting principles for leases, leading to a net interest-bearing debt to EBITDA ratio of 1.0 (2018: 1.0). The acquisitions completed in 2019 were financed by the free operating cash flow after financial items and tax. Sales EURbn 7.5 6.0 4.5 3.0 1.5 0.0 2015 2016 2017 2018 2019 Sales Sales growth in local currency Sales split by segments % 15 12 9 6 3 0 Danfoss Power Solutions Segment, 35% Danfoss Cooling Segment, 27% Danfoss Drives Segment, 23% Danfoss Heating Segment, 15% Sales split by regions Western Europe, 37% Eastern Europe, 8% North America, 25% Asia-Pacific, 22% Latin America, 5% Africa-Middle East, 3% 25/134 Danfoss Annual Report 2019As of January 23, 2020, the Group has a BBB credit rating assigned by Standard & Poor’s with a negative outlook, see Note 11, page 72, for more information. The non-current interest-bearing debt maturing after more than 12 months amounted to EUR 1,093m (2018: 1,007m), corresponding to 93% (2018: 95%) of the total interest-bearing debt. At year end, the Group had unutilized and long-term committed credit facilities of EUR 1.1bn (2018: 1.1bn) in addition to cash and cash equivalents and ordinary operating credits. Cash flow Ensuring a strong cash performance remains a key priority for Danfoss to finance our acquisitions, repay interest-bearing debt and distribute dividend to owners. See more information on dividends in the corporate governance section on page 39 and Note 11, page 72. Free cash flow amounted to EUR 323m (2018: 443m). Last year, the cash flow was positively impacted by the divestment of the heat pump business Thermia (Danfoss Värmepumpar AB). In 2019, the cash flow was impacted by investments in new companies, production capacity and our digital transformation, leading to a higher cash flow from investing activities than last year. The free operating cash flow increased 12% to EUR 634m (2018: 564m), mainly driven by the improved EBIT. The cash flow from investing activities amounted to EUR -407m (2018: -227m), driven by the acquisitions, see page 19. Last year, the cash flow from investing activities was positively impacted by the proceeds from the divestment of the heat pump business. Consequently, the free operating cash flow after financial items and tax increased to EUR 463m (2018: 359m). Innovation Ensuring a high level of investments in innovation remains a key priority to drive the long-term sustainable growth for Danfoss. The innovation activities were concentrated around digitalizing and electrifying our energy-efficient solutions to create even more value for our customers. The acquisitions support the innovation activities of Danfoss, and we expect to see continuously innovative solutions resulting from our acquisitions in the short to medium term. The research and development expense increased 7% to EUR 272m (2018: 255m), corresponding to 4.3% of sales (2018: 4.2%). See Income statement on page 50. During 2019, Danfoss filed 121 (2018: 156) new patent applications. During the year, 678 (2018: 534) patents were granted to the Group. At year end, Danfoss had a total of 1,558 (2018: 1,543) patent families. Employees In 2019, the number of employees increased by 76 people to 27,871 (2018: 27,795). Events after the balance sheet date On January 21, 2020, Danfoss announced the agreement to acquire Eaton’s hydraulics busi- ness for a cash purchase price of 3.3 billion USD (approximately 3.0 billion EUR). The transaction is subject to customary closing conditions and regulatory approvals and it is expected to close by the end of the year. Danfoss is acquiring Eaton’s hydraulics business to combine its complementary portfolios and geographic footprints to create a global leader in the mobile and industrial hydraulics markets. This is fully in line with Danfoss’ strategy to strengthen its core businesses, enhancing its market position in mobile hydraulics, entering the industrial hydraulics segment and growing its market presence in North America and Asia Pacific. Eaton Hydraulics provides products for customers in markets such as agriculture, construction, and in industrial market seg- ments. The business will be merged into the existing Danfoss business segment, Danfoss Power Solutions, adding approximately 11,000 employees and 2019 sales of 2.2 billion USD (2.0 billion EUR) to the business segment. We are not aware of any other events after the balance sheet date of December 31, 2019, which could be expected to have a material impact on the Group’s financial position. EBITA EURm 900 720 540 360 180 0 2015 2016 2017 2018 2019 Innovation Net interest-bearing debt (NIBD) Cash flow % 15 12 9 6 3 0 EURm 300 240 180 120 60 0 2015 2016 2017 2018 2019 % 5 4 3 2 1 0 EURbn 1.5 1.2 0.9 0.6 0.3 0.0 2015 2016 2017 2018 2019 % 5 4 3 2 1 0 EURm 750 600 450 300 150 0 2015 2016 2017 2018 2019 EBITA EBITA margin R&D spend R&D spend ratio NIBD NIBD ratio Free operating cash flow Free operating cashflow after financial items and tax Free cash flow 26/134 Danfoss Annual Report 2019Financial highlights, quarterly Financial highlights, quarterly EURm Profit and loss account Net sales EBITDA before OOI/E EBITDA EBITA before OOI/E EBITA EBIT Financial items, net Profit before tax Net profit Balance sheet Total non-current assets Total assets Total shareholders’ equity Net interest-bearing debt Cash flow statement (YTD) Cash flow from operating activities Cash flow from investing activities Acquisition of intangible assets Acquisition of property, plant and equipment Acquisition of/Proceeds from disposal of subsidiaries and activities Acquisition(-) and sale of other investments, etc. Free operating cash flow Free operating cash flow after financial items and tax Free cash flow Cash flow from financing activities Financial ratios Local currency growth (%) EBITDA before OOI/E margin (%) EBITDA margin (%) EBITA before OOI/E margin (%) EBITA margin (%) EBIT margin (%) Equity ratio (%) Leverage ratio (%) Net interest-bearing debt to EBITDA ratio Number of employees The same definitions and explanations apply as stated on page 24 Q1 2018 Q2 2018 Q3 2018 Q4 2018 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 2019 1,474 232 222 192 184 166 -10 156 113 3,890 5,804 2,679 1,037 48 -48 -13 -36 0 1 51 -1 -1 2 9 15.7 15.1 13.0 12.4 11.3 46.2 38.7 1.2 1,567 245 266 202 193 204 -12 192 140 3,847 5,821 2,471 1,269 99 11 -24 -87 131 -9 97 -19 108 -115 8 15.7 17.0 12.9 12.3 13.0 42.5 51.3 1.4 1,528 244 243 201 200 178 -12 167 122 3,862 5,853 2,571 1,138 334 -88 -41 -143 101 -5 298 147 244 -237 7 16.0 15.9 13.2 13.1 11.7 43.9 44.3 1.2 1,529 208 195 163 147 100 -11 88 88 3,886 5,760 2,654 962 673 -227 -64 -238 88 -13 564 359 443 -424 4 13.6 12.8 10.7 9.7 6.5 46.1 36.2 1.0 6,098 929 926 758 724 648 -45 603 463 3,886 5,760 2,654 962 673 -227 -64 -238 88 -13 564 359 443 -424 7 15.2 15.2 12.4 11.9 10.6 46.1 36.2 1.0 1,563 241 240 182 181 160 -8 152 110 4,056 6,181 2,794 1,181 -9 -53 -12 -36 -11 6 1 -65 -75 43 3 15.4 15.3 11.6 11.6 10.3 45.2 42.3 1.3 1,603 266 272 205 203 190 -9 181 132 4,088 6,138 2,764 1,318 115 -157 -24 -91 -45 3 74 -24 -69 24 0 16.6 16.9 12.8 12.6 11.9 45.0 47.7 1.4 1,589 282 282 217 219 198 -10 187 141 4,235 6,299 2,938 1,252 376 -324 -39 -143 -140 -2 284 148 8 -72 2 17.7 17.7 13.7 13.8 12.4 46.6 42.6 1.3 1,530 239 232 174 168 147 -6 142 119 4,217 6,096 2,933 1,048 789 -407 -52 -252 -140 37 634 463 323 -322 -1 15.6 15.2 11.4 11.0 9.6 48.1 35.7 1.0 6,285 1,028 1,026 778 771 695 -33 662 502 4,217 6,096 2,933 1,048 789 -407 -52 -252 -140 37 634 463 323 -322 1 16.4 16.3 12.4 12.3 11.1 48.1 35.7 1.0 26,926 27,141 27,753 27,795 27,795 27,704 27,918 28,130 27,871 27,871 27/134 Danfoss Annual Report 2019Power Solutions Danfoss Power Solutions Sales up 4% to EUR 2.2bn EBITA up EBITA margin 1% to EUR 391m EBITA 17.8% (2018: 18.3%) Development in 2019 Danfoss Power Solutions had a strong start to 2019 but saw slowing growth rates during the second half of the year, mainly within the agriculture markets. The Asia-Pacific, Western and Eastern Europe regions saw low growth in local currency, while North America turned negative in 2019. The profitability was slightly below 2018, which was a strong year. 7,826 employees worldwide 28 factories in 12 countries 3 Application Development Centers in USA, China and Denmark North America, Western Europe and Asia-Pacific Top markets Play video Your strongest partner in mobile hydraulics. 28/134 Danfoss Annual Report 2019Danfoss Power Solutions Danfoss Power Solutions is a glob- al manufacturer and supplier of high quality hydraulic, electronic and electric components and solutions for on- and off-highway vehicles and equipment. Around the world, mobile equipment manufacturers rely on our expertise for the most innovative, propel, control, work function and steering solutions. In partnership with our customers, we provide high-performance components and solutions with great value for a broad range of mobile equipment applications and applications within marine, oil and gas. These applications include wheel loaders, tractors, harvesters, cranes, electric and hybrid ferries and buses and much more. Example of product launch in 2019 10 and 12-inch displays • Tablet, viewable in direct sunlight. • Wireless connectivity. Products and solutions Engineered hydraulic, electric and electronic components optimized for total machine management: • Hydrostatic pumps and motors • Hydraulic and electro-hydraulic proportional valves • Electronic components and software • Electric motors, converters and storage • Orbital motors • Steering solutions • Autonomous solutions • Position sensors and controls • Digital service tools, such as PLUS+1® • Electric drivetrains incl. gear box Fuel cell compressor systems • Digital displacement • Understanding customer needs is key and Danfoss Power Solutions partners with distributors and OEMs in order to provide the best service, expertise and product knowledge. Our Application Development Centers located in the US, Denmark and China allow us to fully demonstrate our application expertise. The development and testing facilities minimize risks, reduce costs and design cycle times, thus saving our customers money and speeding up the critical time-to-market. Hydraulics is our core, and we have for years strengthened Power Solutions’ business through high customer focus as well as significant investments in technology leadership. #2 Leading position in the market. 29/134 Danfoss Annual Report 2019Cooling Danfoss Cooling Sales up 4% to EUR 1.7bn EBITA up EBITA margin 12% to EUR 269m 16.0% (2018: 14.8%) Development in 2019 Danfoss Cooling saw growth in local currency and a profitability which was better than last year. Primary growth drivers were the Latin America and Eastern Europe regions. The Asia-Pacific region was challenged by the geopolitical uncertainty. 6,108 employees worldwide 15 factories in 10 countries 4 Application Development Centers in USA, China, India and Denmark Western Europe, Asia-Pacific and North America Top markets Play video This is where the transformation of our food supply starts. 30/134 Danfoss Annual Report 2019Danfoss Cooling Our mission is to keep people, products and the planet cool. We are a recognized industry front-runner and engineer and develop cooling technologies, which are energy efficient, environmentally friendly, help to reduce overall emissions, as well as minimizing the impact of cooling on global warming. Sustainable cold chains and energy-efficient supermarkets bring more food to the table, and thereby help to reduce the carbon footprint due to food loss and waste. Example of product launch in 2019 Turbocor® TTH/TGH compressor • Operating in demanding high lift applications. • Use in air-cooled chiller, heat recovery, and heat pump applications. • Future-proof, environmentally friendly solution complying with evolving refrigerant regulations and standards around the world. Products and solutions Danfoss Cooling is a leading supplier of air-conditioning and refrigeration systems for many different applications: • Compressors, including the pioneering oil-free Turbocor® • Condensing units • Valves, controllers, and complete electronic systems • Pressure transmitters and temperature sensors • High-pressure pumps • Heat exchangers • Digital cloud solutions, such as Alsense™ and Prosa IoT The solutions are part of applications such as chillers, rooftop air-conditioning systems, and cold-storage solutions used in food retail, industrial, and commercial refrigeration. Our solutions also play a role in the energy transition. We work to integrate more renewable energy and to decarbonize our energy system, which requires more flexibility and demand-response-ready buildings. By combining our expertise in both heating and cooling applications, we develop innovative energy-storage solutions, such as the connected supermarket and the Danfoss Smart Store. #2 Leading position in the market. In 2019, Danfoss Cooling formed a transformational partnership with Microsoft. Together, we will address the cooling market with next-gen- eration digital services. The Danfoss IoT platform called “Alsense™” is based on the Microsoft™ Azure Cloud, providing a secure and scalable cloud platform for the Danfoss IoT solutions. With the new platform, Danfoss’ customers will be able to achieve major energy savings, optimize operational efficiency and increase sales effec- tiveness. As part of the partnership, Danfoss has received the Microsoft Partner Award 2020 in the category “Enabling Sustainability”. 31/134 Danfoss Annual Report 2019Drives Danfoss Drives Sales up 3% to EUR 1.5bn EBITA up 8% to EUR 188m EBITA margin 12.8% (2018: 12.2%) Development in 2019 Danfoss Drives saw growth in local currency and a profitability better than last year. Primary growth drivers were the Eastern and Western Europe regions, while North America showed low growth. The Asia-Pacific region had sales below last year. 4,504 employees worldwide 10 factories in 7 countries 3 Application Development Centers in China, Singapore and the Netherlands Western Europe, Asia-Pacific and North America Top markets Play video We are driven by drives 32/134 Danfoss Annual Report 2019Danfoss Drives Danfoss Drives is a global leader in the variable speed control of electric motors, having the world’s largest installed base of variable speed drives. The portfolio of high-quality, application-optimized VACON® and VLT® products maximizes process performance, saves energy and minimizes emissions. Innovating technology, which tackles climate change, helps to cope with rapid urbanization, and provides successful and sustained water and wastewater management is high on our agenda. With decades of industry-dedicated experience in meeting the customers’ specialized challenges, we create and share solutions, which deliver better process precision and superior energy efficiency for electric-motor operations. Danfoss Silicon Power – a technology-leader in customized power modules for automotive, solar, wind and industrial applications - is an independent business and part of the Danfoss Drives segment, enabling electrification to change our world. Products and solutions AC drives enable optimal process and speed control of electric motors: • Low- and medium-voltage AC drives as well as motion drives • Stacks and power modules • Digital tools and services, such as DrivePro® and MyDrive® The solutions are used to provide optimal operation of pumps, fans, chillers, conveyors, electric vehicles, hybrid systems and power conversion. Example of product launch in 2019 Condition-based monitoring • DrivePro® A more energy-efficient water system automatically helps to reduce water leakage. In Danfoss, we engineer technologies for an energy-neutral water sector, by optimizing energy use and minimizing water losses in water treatment applications and irrigation networks. Sensors and variable speed drives coupled with advanced process control can significantly reduce water leakage and energy consumption by at least 25% through cost-effective efficiency actions. #2 Leading position in the market. 33/134 Danfoss Annual Report 2019Heating Danfoss Heating Sales up 0% to EUR 0.9bn EBITA up EBITA margin 42% to EUR 131m 14.1% (2018: 9.9%) Development in 2019 Danfoss Heating had a flat sales development in local currency and a profitability significantly better than last year. Heating saw increased growth in Eastern Europe, whereas the Western Europe and Asia-Pacific regions had sales below last year. 4,684 employees worldwide 24 factories in 11 countries 1 Application Development Center planned in Denmark Western Europe, Eastern Europe and Asia-Pacific Top markets Play video This is where a new generation of buildings starts 34/134 Danfoss Annual Report 2019Danfoss Heating Danfoss Heating is a leading supplier of advanced components and systems providing comfort and energy efficiency in residential and commercial buildings as well as enhanced heating performance in district energy networks. We have served the needs of the heating industry for almost 80 years, and our innovative and reliable heating solutions help save energy and meet environmental targets: From open-source district energy infrastructures, smart HVAC solutions to smart heating and room temperature control, there are numerous ways to become as energy efficient as possible. We take climate leadership for a fast and cost-effective energy transition and work with cities, city networks, communities, and governments to facilitate the implementation of the available technology. Products and solutions Advanced components, solutions and service for: • Radiator thermostats • Smart heating solutions and apps, including Danfoss Link™ and Danfoss Eco™ Electric and hydronic underfloor heating Hydronic balancing and controls Decentralized heating systems (flat stations) District energy components, substations, and software Heating optimization and Software as a Service (SaaS) Energy meters Heat exchangers • • • • • • • Our solutions and advanced components are used in residential buildings, offices and commercial buildings and in district energy networks. Example of product launch in 2019 Next generation pressure independent balancing and control valve • For all types of terminal units and small air handling units in commercial buildings. • Equipped with Danfoss NovoCon® S digital actuators, enabling hydronic HVAC 4.0 for smart buildings. Driven by urban growth, the need for construction and refurbishment of residential and commercial buildings is projected to be massive. The radiator thermo- stat Danfoss EcoTM improves indoor climate and comfort, while reducing the energy bill. Danfoss EcoTM has been recognized with prestigious design awards, such as Red Dot, Danish Design Award, German Design Award and more. #1 Leading position in the market. 35/134 Danfoss Annual Report 2019Risk management Risk management and compliance We manage risks and opportunities effectively to grow and stay profitable in increasingly complex business environments. Danfoss takes a systematic and holistic approach to managing risk. Maintaining efficient risk management is a cornerstone as well as a prerequisite for running a profitable business and acting in a rapid and flexible way when conditions change. Risk Governance Overall, the Board of Directors performs risk oversight and the Audit Committee assesses the effectiveness of the risk management process. The Group Executive Team is responsible for executing risk management, ensuring that policies and processes are effective at all relevant levels. Responsibility for the day-to-day risk-management activities lies with the respective managers and corporate functions. Compliance We support transparent business practice and recognize our responsibility as a global organization. Working together with governments, NGOs, and other global enterprises, Danfoss actively participates in creating a level and fair playing field. To walk the talk and minimize the risk of non- compliance, we have developed and implemented compliance programs in many areas. Compliance programs Danfoss has compliance programs in the following areas: Anti-Corruption, Business Ethics, Data Privacy, Export Control and Fair Competition. Our systemized compliance programs contain clear ownership, policy setting, operational procedures as well as recurring training and awareness activities. To ensure progress, all activities are moni- tored and regularly audited by the internal audit function. In 2019, Danfoss reviewed its Anti-Corruption, Business Ethics and Fair Competition guidelines to reflect recent developments in legislation and best practice approaches. We maintain a high focus on data priva- cy processes and compliance with data privacy regulation. Based on our Binding Corporate Rules, approved by the Danish data protection authorities, we follow a Data Privacy Handbook, conduct and participate in trainings and live up to other requirements of data-privacy legislations. Furthermore, the organization keeps its concentration on export control including sanctions, countries, business partners and Risk management process Risk management takes place at all managerial levels, which includes risk identification, assessment, treatment and monitoring supported by documentation, communication, and reporting of risks. Step 1 Risk identifi- cation Risks are identified using Danfoss’ risk identification and analysis tools on a regular basis. Step 4 Risk monitoring Quarterly risk reviews consider current information about identified risks and measure the performance of the risk management process. Risk documentation Standardized documentation in a risk repository ensures an effective risk monitoring. Risk communication Takes place top-down and bottom-up in the organization creating awareness and can trigger a potential escalation. Risk reporting Takes place on an ongoing basis between the various managerial levels, for example at quarterly Business Review Meetings and at quarterly Risk Committee meetings. In addition, the Group Risk Management function annually prepares a report on the most significant risks, which is submitted to the Board of Directors and the Audit Committee. Both these forums provide overall supervision of the risk management process, monitor selected group risks and potential new risks. Step 2 Risk assessment Risks are assessed according to the company- wide risk assessment guidelines. Step 3 Risk treatment Based on the result of the risk assessment process and the corresponding risk acceptance level at Danfoss, risks are either accepted, avoided, mitigated, or transferred. product reviews. Finally, we have defined and implemented rules and guidance to support anti-money-laundering legislation and trained employees, respectively. Compliance hotlines We operate two hotlines, which are available for our business partners and employees. One such hotline is the whistleblower hotline, the Ethics Hotline, which enables employees and business partners to anonymously report any concern they might have concerning internal standards and legislation. The Ethics Hotline is also set up to serve as a channel for data-privacy complaints. In 2019, a total number of 81 reports were managed by the Ethics Hotline. Corrective actions, including disciplinary action, were taken for all substantiated 36/134 Danfoss Annual Report 2019 allegations, and none of the reports have had a material impact on Danfoss. Specific risk areas Risk overview Danfoss is exposed to risks, but no single risk can threaten the existence of Danfoss. In general, Danfoss is exposed to the following basic risks: Risk Disruption of IT Systems One ERP project Geopolitical conflicts A disruption of IT systems, for example caused by a cyber-attack, could restrict the ability of Danfoss to produce, deliver products on time or provide services to customers. Several cases made public by the affected peer companies, show a significant potential impact on business operations. If this occurred at Danfoss, this could harm customer satisfaction, and consequently also damage Danfoss’ reputation. Mitigation Danfoss has completed various activities to manage the risk of a disruption of IT systems. Business continuity and disaster-recovery plans as well as back-up processes and datacenters are regularly reviewed, tested and improved. A continuous monitoring and learning about incidents occurring outside Danfoss, leads to an analysis of related vulnerabilities at Danfoss, potentially followed by corresponding containment and mitigation. Implementing the IT platform, One ERP (Enterprise Resource Planning), across Danfoss is a fundamental part of our digital transformation, enabling growth and a best-in-industry Digital Customer Experience. The project is migrating several, currently used ERP systems into one platform to reduce complexity, give Danfoss the agility and speed to focus on innovation, and support connected products and services. Migration of Danfoss operations to the new system holds risks of stopping or slowing business services, which could impact our customers and damage Danfoss’ reputation. As part of the One ERP project, Danfoss’’ strong project governance has proven successful during several implementation waves in manufacturing sites and sales entities. A specific project risk-management function identifies project risks, assesses them, and prepares mitigation plans, which are being implemented and monitored regularly, including continuous learning from each implementation phase. Increasing geopolitical conflicts create a high level of uncertainty, leading to low visibility and a high level of volatility in some of our significant markets. Project teams closely monitor the effects of these geopolitical developments on Danfoss’ business preparing mitigation plans to reduce the impact on Danfoss and Danfoss’ stakeholders. Below are some examples: • Brexit: A task force focusses on logistic strategies to overcome challenges in the delivery to Great Britain and Ireland • Global trade and other conflicts: A close follow-up on short-term developments is being practiced. Overall, the focus is on more localization and a flexible supply chain to ensure continuous support of Danfoss’ customers. • Trade sanctions: Danfoss continues to follow trade sanctions and closely monitors political situations to take appropriate action. • Global market conditions, including a sustained stronger focus on energy-efficient and socially sustainable solutions. • Global mega-trends which affect Danfoss, our technologies and the way we do business. • Fair and equal access to markets. • Global economic growth. • Developments in key markets and cyclical industries. • Customer relations and reputation, including our ability to build business on trust and integrity. • Competitive strength and innovation, including the ability to support customers in providing efficient solutions, high product quality and attractive cost levels. • Financial sustainability, including our ability to fund new growth and innovation. The Group Executive Team has defined additional three risks, which are currently very important due to their nature. These three specific risks are described in the overview, which does not include financial risks. Financial risks are described in Note 15, page 78. For a description of the internal controls and risk management structure in relation to financial reporting, reference is made to the statutory report on corporate governance, cf. Article 107b of the Danish Financial Statements Act. 37/134 Danfoss Annual Report 2019 Corporate governance Corporate governance This is a summary of Danfoss’ annual statutory report on corporate governance, which serves as our legally required reporting on governance and internal controls, cf. section 107b of the Danish Financial Statements Act. Legislation provides the overall framework for the Group’s governance, but corporate governance determines how the business is managed within this framework. The Group structure supports management values and determines a clear distribution of management responsibilities. These well-defined principles drive the interaction between the Group’s management, the 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 within Danfoss. Management structure Danfoss has a two-tier management system consisting of the Board of Directors and the Group Executive Team, including the CEO and CFO. The Board of Directors sets out the general direction for the company by approving strategies and targets, and the Group Executive Team develops and executes the strategy and handles the day-to-day management. The Board of Directors The Board of Directors consists of seven members and four employee-elected members. Shareholder-elected members of the Board of Directors are elected for the term until the following year’s AGM. Pursuant to Danish legislation, employee representatives serve on the Board for four years and may be re-elected. The most recent employee election took place in 2018. The Board of Directors has the overall responsibility for the company’s activities and appoints a Chairman and one or two Vice-Chairmen from among its members. The Board of Directors meets at least five times a year and holds extraordinary meetings, when required. All members of the Board of Directors are expected to participate in the meetings. The aggregate competencies of the members of the Board of Directors are regularly assessed to ensure consistency with the Group’s requirements. Audit Committee The entire Board of Directors performs the function of the Audit Committee. The Chairman of the Audit Committee conducts regular meetings with the corporate functions and internal audit outside board meetings. The committee’s activities and tasks are set out in its rules of procedure. Four meetings were held in 2019. Governance model Shareholders and General meeting Board of Directors Audit Committee Internal audit Group Executive Team 38/134 Danfoss Annual Report 2019Internal audit Danfoss has an internal audit function to carry out independent internal checks. Conclusions are presented directly to the Audit Committee or its chairman. The internal audit function provides independent and objective audits to ensure: • The Group has a comprehensive set of internal management and control procedures and processes, as well as segregation of duties and functions. This also includes the Group’s IT systems. • The Group follows good administrative practice. The internal audit function visited several Group companies in 2019. No matters of material importance to the Group’s overall risk management and control environment were detected. Bond program In 2014, Danfoss filed a Euro Medium Term Note Program on the Irish Stock Exchange, and consequently, Danfoss is a Class D company with listed bonds. Danfoss complies with the rules set out in section 107b, subsection 1, no. 6, of the Danish Financial Statements Act applicable to companies with listed bonds, including the exceptions regarding issuers of bonds above EUR 100,000. Shareholders At the end of 2019, Danfoss had 2,583 registered shareholders. Approximately three in four shareholders were resident in Denmark. Share capital Danfoss’ share capital amounts to EUR 134m or DKK 997m and is divided into two share classes: Class A shares accounting for EUR 57m or DKK 425m and Class B shares accounting for EUR 78m or DKK 572m. A-shares entitle holders to ten votes for every DKK 100 nominal value of shares held and B-shares entitle holders to one vote for every DKK 100 nominal value of shares held. See more information in Note 11, page 72, and Note 24, page 92. Class A shareholders have a pre-emption right to A-shares in the event of share capital increases. Apart from this, no shares carry special rights. Bitten & Mads Clausen’s Foundation and the Clausen family hold all issued A-shares and several B-shares corresponding to 99.86% of the votes. Share price The price of Danfoss shares is set once a year, based on a valuation prepared by Danske Markets immediately before the AGM is held. The calculation of the share price is based on the financial performance of Danfoss, the Group’s expectations for the upcoming year, its ability to meet expectations, the financial development of several comparable companies and their expectations for the future, as well as general developments in the stock market. In 2019, the price was set at DKK 7,290 per share. Dividends and Annual General Meeting The AGM will be held in Sønderborg, Denmark, on April 17, 2020. The Board of Directors will recommend that a dividend of 16.0% of the Group’s net profit be paid for 2019, corresponding to EUR 8.1 or DKK 60.2 per DKK 100 share. Shareholders with more than 5% of share capital Shareholder Bitten & Mads Clausen’s Foundation, Nordborg, Denmark, and its subsidiaries Clausen Controls A/S, Sønderborg, Denmark Henrik Mads Clausen, Lake Forest, USA Shares 47.33% 26.26% 11.04% Votes 86.11% 5.48% 2.31% For a detailed description of Danfoss’ position on the recommendations issued by the Committee on Corporate Governance, reference is made to the Statutory Report on Corporate Governance 2019, which is available at danfoss.com > About Danfoss > Corporate governance (https://www.danfoss.com/en/about-danfoss/company/ financials/corporate-governance/) Visit danfoss.com 39/134 Danfoss Annual Report 2019Board of Directors Board of Directors Connie Hedegaard Sandra Nørgaard Bertelsen Mika Vehviläinen Jørgen M. Clausen Lars Grau Jürgen Reinert Jens Peter Rosendahl Nielsen Per Falholt Mads-Peter Clausen William Erwin Hoover Jr. Marianne Godballe 40/134 Danfoss Annual Report 2019Board of Directors Jørgen M. Clausen Chairman of the Board of Directors Mads-Peter Clausen Member of the Board of Directors Per Falholt Member of the Board of Directors Connie Hedegaard Member of the Board of Directors Born: 1948 Nationality: Danish Appointed: 2009 Born: 1976 Nationality: Danish Appointed: 2014 Born: 1958 Nationality: Danish Appointed: 2017 Considered independent Born: 1960 Nationality: Danish Appointed: 2016 Considered independent William Ervin Hoover Jr. Member of the Board of Directors and Chairman of the Audit Committee Jürgen Reinert Member of the Board of Directors Born: 1949 Nationality: American Appointed: 2007 Considered independent Born: 1968 Nationality: German Appointed: 2015 Considered independent Special competencies: Professional experience managing a Danish-based global company and extensive knowledge of engineering, strategy, organization and performance, and business administration. Long-time experience from other board memberships. Special competencies: International experi- ence from executive management positions and strong strategic, organizational and communicative skills. Extensive knowledge of business administration, engineering and board work. Special competencies: Professional experience from Research & Devel- opment, product inno- vation and development of new biotechnologies for products, applications and processes. Extensive experience with talent development, global partnerships and relations. Special competencies: Professional experience as Minister and EU Commission- er with extensive knowledge of climate, environmental and energy challenges on an international level. Expert on the global sustainable development and the green transition. Special competencies: International experi- ence with manage- ment, mergers and acquisitions, performance transformation, organizational changes and supply chain. Extensive knowledge of business administration and board work. Special competencies: International experience with executive management and business administration as well as strong strategic, organizational and communicative skills. Expert within electrical engineering (drives, electric vehicles, renewable energy) and science, and extensive knowledge from other board positions. Other current positions: • Member of the Board of Fonden Universe Science Park. Member of the Board of miniBOOSTER Hydraulics A/S. Owner of SaltPower ApS. • • Other current positions: • Senior Director, Oil Free Solutions, Danfoss A/S. Member of the Board of miniBOOSTER A/S. • Other current positions: • Chairman of the Board of Governors, Technical Uni- versity of Denmark (DTU). Board member in Cytovac A/S. Chairman of the Board of Fonden Universe Science Park. Strategy consultant at the Novo Nordisk foundation. Chairman of the Board of DHI Foundation. Board member Applied Biomemetics. Board member in Co-Ro A/S. • • • • • • Other current positions: • Chairman of the Board of the sustainability founda- tion, KR Foundation. Chairman of the Board of the green think tank, CONCITO. Chairman of OECD’s Round Table on Sustainable Development. Chairman of Berlingske Me- dia (part of de Persgroup). Chairman of the Board of Aarhus University. Member of the Board of NORDEX. Member of Volkswagen’s Sustainability Board. • • • • • • Other current positions: • 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 Lego Foundation. Member of the Board of Specialist People Foundation. Member of the Board of Neopost A/S. • • • • Other current positions: • Chief Executive Officer (CEO) in SMA Technology AG. Member of the Board of Kraftelektronik AB. • 41/134 Danfoss Annual Report 2019Board of Directors Mika Vehviläinen Member of the Board of Directors Sandra Nørgaard Bertelsen Member of the Board of Directors Marianne Godballe Member of the Board of Directors Lars Grau Member of the Board of Directors Born: 1982 Nationality: Danish Appointed: 2014 Born: 1984 Nationality: Danish Appointed: 2018 Born: 1963 Nationality: Danish Appointed: 2014 Jens Peter Rosendahl Nielsen Member of the Board of Directors Born: 1957 Nationality: Danish Appointed: 2006 Special competencies: Employee-elected member of the Board of Directors. Special competencies: Employee-elected member of the Board of Directors. Special competencies: Employee-elected member of the Board of Directors. Special competencies: Employee-elected member of the Board of Directors. Born: 1961 Nationality: Finnish Appointed: 2018 Considered independent Special competencies: Professional expe- rience with execu- tive management of multinational corpo- rations and extensive experience with perfor- mance transformation, organizational changes, mergers and acquisitions, and Internet of Things. Other current positions: President and CEO in • Cargotec. Other current positions: • HR Director, HR Operations North Europe, Danfoss A/S. Other current positions: • Senior Design Technician and shop steward, Danfoss A/S, Industrial Automation. Member of the Board of Danfoss Employee Foundation. Chairman of ”TL-klub- ben”, Danfoss A/S, South Denmark. Executive Vice Presi- dent of Marketing and Communication, Junior Chamber International Denmark. • • • Other current positions: • Shop Steward and skilled worker at Danfoss A/S. Member of the Board of Danish El Federal in South Jutland, Denmark. • Other current positions: • Senior Shop Steward and skilled worker at Danfoss Kolding. Chairman of the Board of Danfoss Employee Foundation. Member of the Board of Metal Kolding and LO-Kolding. • • 42/134 Danfoss Annual Report 2019Group Executive Team Group Executive Team Kim Fausing President & CEO Born: 1964. Employed at Danfoss since 2007 Registered officer with the Danish Business Authority since 2008 Vesa Laisi Segment President, Danfoss Drives Born: 1957. Employed at Danfoss since 2014 Board activities: • Board member in Wirepas Board activities: • Deputy Chairman in SMA Solar Technology AG, Germany Board member in Hilti AG, Liechtenstein • Jesper V. Christensen Executive Vice President & CFO Eric Alström Segment President, Danfoss Power Solutions Jürgen Fischer Segment President, Danfoss Cooling Lars Tveen Segment President, Danfoss Heating Born: 1969. Employed at Danfoss since 1993 Registered officer with the Danish Business Authority since 2013 Board activities: • • Deputy Chairman in the Manufacturing Industry, Denmark Board member in Danish Crown A/S, Denmark; and the Confederation of Danish Industries, Denmark Born: 1966. Employed at Danfoss since 2012 Born: 1963. Employed at Danfoss since 2008 Born: 1963. Employed at Dan- foss since 1989 Board activities: • Deputy Chairman in Hempel A/S, Denmark Stanford Graduate School of Business, MSx Advisory Board • Board activities: • Member of the Steering Board of the European Partnership for Energy and the Environment, EPEE; and member of SEforALL’s Global Panel on Access to Cooling Board activities: • • Board Chairman in the ProjectZero Foundation, Denmark Board member in the Energy Industry, Denmark; The Danish Energy Agency, Syn- ergi, Denmark; Green Energy Denmark; and SKAKO A/S, Denmark 43/134 Danfoss Annual Report 2019Financial Statements Financial Statements As the demand for sustainable energy increases, there is a growing need for highly effi- cient, robust and reliable wind turbines. The proven reliability of Danfoss’ products helps secure the optimal uptime of the turbines throughout their lifetime. Danfoss provides sensors, transmitters and switches for almost all applications in the nacelles of wind turbines components that are vital for maintenance and in avoiding down-time. 44/134 Danfoss Annual Report 2019Management’s statement Management’s statement The Board of Directors and the CEO and CFO have today considered and adopted the Annual Report of Danfoss A/S for the financial year January 1 – December 31, 2019. Board of Directors The Annual Report has been prepared in accordance with International Financial Reporting Standards as adopted by the EU and further 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 financial position at December 31, 2019, of the Group and the Parent Company and of the results of the Group and Parent Company operations and cash flows for 2019. In our opinion, the Management’s Review includes a true and fair account of the development in the operations and financial circumstances of the Group and the Parent Company, of the results for the year and of the financial position of the Group and the Parent Company as well as a description of the most significant risks and elements of uncertainty facing the Group and the Parent Company. Jørgen M. Clausen, Chairman Mads-Peter Clausen Per Falholt Connie Hedegaard William Erwin Hoover Jr. We recommend that the Annual Report be adopted at the Annual General Meeting. Jürgen Reinert Nordborg, February 27, 2020 CEO and CFO Kim Fausing Jesper V. Christensen Mika Vehviläinen Sandra Nørgaard Bertelsen Marianne Godballe Lars Grau Jens Peter Rosendahl Nielsen 45/134 Danfoss Annual Report 2019Independent Auditor’s Report Independent Auditor’s Report Appointment We were first appointed auditors of Danfoss A/S on April 25, 2014 for the financial year 2014. We have been reappointed annually by shareholder resolution for a total period of uninterrupted engagement of 6 years including the financial year January 1 to December 31, 2019. To the shareholders of Danfoss A/S Our opinion In our opinion, the Consolidated Financial Statements and the Parent Company Fi- nancial Statements give a true and fair view of the Group’s and the Parent Company’s financial position at December 31, 2019 and of the results of the Group’s and the Parent Company’s operations and cash flows for the financial year January 1 to December 31, 2019 in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. Our opinion is consistent with our Auditor’s Long-form Report to the Audit Committee and the Board of Directors. What we have audited The Consolidated Financial Statements and Parent Company Financial Statements of Danfoss A/S for the financial year January 1 to December 31, 2019, pp 50-103 and 106-130 comprise income statement, statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity and notes, including summary of significant account- ing policies for the Group as well as for the Parent Company. Collectively referred to as the “Financial Statements”. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the Auditor’s responsibilities for the audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accord- ance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark. We have also fulfilled our other ethical responsibilities in accordance with the IESBA Code. To the best of our knowledge and belief, prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No 537/2014 were not provided. 46/134 Danfoss Annual Report 2019Key audit matters Key audit matters Key audit matters are those matters that, in our professional judgment, were of most signifi- cance in our audit of the Financial Statements for 2019. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter Impairment of intangible assets, including those within the investment in SMA Intangible assets, including those within the investment in SMA, might be impaired due to changes in the global economic situation and changes in the Group’s strategy. Our audit procedures included assessing the Group’s impairment model. We inspected the process of identifying impairment indicators and the process for impairment testing at the cash generating unit level. We focused on this area as the determination of whether or not an impairment charge for intangible assets is necessary involves significant estimates and judgments made by Management, including especially: In addition, we obtained impairment tests prepared by Management and evaluated the reasonableness of estimates and judgments made by Management in preparing these. • estimation of future cash flows and the key assumptions underlying Management’s expectations; • expected synergies; • long term growth rates; and • discount rates applied in discounting future cash flows. Refer to Notes 3, 7, 19 and 27 in the Consolidated Financial Statements. Uncertain tax positions The Group operates in a complex multinational tax environment where transfer pricing assessments can be challenged by the tax authorities in the different countries. As a result, the Group is on an ongoing basis part in tax disputes with domestic and foreign tax authorities. We focused on this area as the valuation of tax assets and liabilities is associated with uncertainty and judgment. Refer to Notes 6, 13, 16 and 27 in the Consolidated Financial Statements. Special focus was given to the key drivers of the future cash flows, including net revenue growth, cost development, efficiency improvements, capital expenditure and working capital as well as the discount rates and long-term growth rates applied. Additionally, special focus was also given to the key drivers of the future cash flows from the investment in SMA. We evaluated relevant controls regarding completeness of records of uncertain tax positions and Management’s procedure for estimating the valuation of tax assets and liabilities relating to tax disputes. In understanding and evaluating Management’s judgments, we considered the status of recent and current tax authority audits and enquiries, the outcome of previous claims, judgmental positions taken in tax returns and current estimates and developments in the tax environment. We evaluated the Group’s model for valuation of deferred tax assets including the forecast used to estimate the expected future taxable income. Statement on Management’s Review Management is responsible for Manage- ment’s Review, pp 3-43 and 105. Our opinion on the Financial Statements does not cover Management’s Review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the Financial Statements, our responsibility is to read Management’s Review and, in doing so, consider whether Management’s Review is materially inconsistent with the Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materi- ally misstated. Moreover, we considered whether Man- agement’s Review includes the disclosures required by the Danish Financial Statements Act. Based on the work we have performed, in our view, Management’s Review is in accordance with the Consolidated Finan- cial Statements and the Parent Company Financial Statements and has been prepared in accordance with the requirements of the Danish Financial Statements Act. We did not identify any material misstatement in Management’s Review. Management’s responsibilities for the Financial Statements Management is responsible for the prepa- ration 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 further requirements in the Danish Financial State- ments Act, and for such internal control as Management determines is necessary to en- able the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the Financial Statements, Management is responsible for assessing the Group’s and the Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Group or the Parent Company or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee 47/134 Danfoss Annual Report 2019Aarhus, February 27, 2020 PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab CVR no 3377 1231 Claus Lindholm Jacobsen State Authorised Public Accountant mne23328 Mads Melgaard State Authorised Public Accountant mne34354 that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Mis- statements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be ex- pected to influence the economic decisions of users taken on the basis of these Financial Statements. As part of an audit in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judg- ment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not de- tecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrep- resentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appro- priate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s and the Parent Company’s internal control. • Evaluate the appropriateness of account- ing policies used and the reasonableness of accounting estimates and related disclosures made by Management. responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. • Conclude on the appropriateness of Man- agement’s use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s and the Parent Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related dis- closures in the Financial Statements or, if such disclosures are inadequate, to modi- fy our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group or the Parent Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evi- dence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We are We communicate with those charged with governance regarding, among other mat- ters, the planned scope and timing of the audit and significant audit findings, includ- ing any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communi- cate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the mat- ter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communi- cation. 48/134 Danfoss Annual Report 2019Group Accounts and notes Group Accounts and notes To help enable zero emission driving, Danfoss provides cutting-edge power modules integrated into the drivetrain, enabling the world’s leading automotive manufacturers to deliver electric vehicle solutions designed to meet stringent efficiency and reliability targets. These solutions are transforming the adoption of electric transportation and making hybrid and pure electric vehicles a natural and sustainable choice for everyone. 49/134 Danfoss Annual Report 2019Incom statement Income statement January 1 to December 31 EURm 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 4 5 6 2018 6,098 -4,035 2,063 -255 -855 -268 685 -4 -33 648 3 -48 603 -140 463 424 39 463 2019 6,285 -4,173 2,112 -272 -864 -275 701 -2 -4 695 4 -37 662 -160 502 455 47 502 50/134 Danfoss Annual Report 2019Statement of comprehensive incom Statement of comprehensive income January 1 to December 31 EURm 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 income statement Foreign exchange adjustments on translation of foreign currency into EUR Recycling of foreign exchange adjustments on disposal of foreign companies Fair value adjustment of hedging instruments: Hedging of net investments in subsidiaries Hedging of future cash flows Hedging transfered to inventory Tax on hedging instruments Items that can be reclassified to income statement OTHER COMPREHENSIVE INCOME AFTER TAX TOTAL COMPREHENSIVE INCOME Attributable to: Shareholders of Danfoss A/S Minority interests e t o N 14 13 2018 463 2019 502 -9 1 -8 -5 6 -2 -9 -4 3 -11 -19 444 399 45 444 -39 8 -31 29 13 -10 -1 31 0 502 453 49 502 51/134 Danfoss Annual Report 2019 Statement of financial position Statement of financial position As of December 31 EURm 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 CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS TOTAL ASSETS e t o N 7 8 3 14 13 9 10 16 15 15 2018 2019 2,311 1,169 292 19 7 88 406 2,426 1,409 283 11 7 81 382 3,886 4,217 755 864 39 1 165 1,069 50 1,874 5,760 742 893 30 104 1,027 110 1,879 6,096 52/134 Danfoss Annual Report 2019Statement of financial position 2 Statement of financial position As of December 31 EURm 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 Other non-current debt NON-CURRENT LIABILITIES Provisions 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 13 14 15 12 15 16 15 2018 2019 2,525 129 2,654 112 228 133 1,007 53 1,533 49 56 883 2 65 9 509 1,573 3,106 5,760 2,835 98 2,933 112 225 155 1,093 53 1,638 46 76 820 3 68 3 509 1,525 3,163 6,096 53/134 Danfoss Annual Report 2019 Statement of cash flows Statement of cash flows January 1 to December 31 EURm Profit before tax Adjustments for non-cash transactions Change in working capital Interest received Interest paid Dividends received 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 Proceeds from disposal of subsidiaries Acquisition of other investments, etc. CASH FLOW FROM INVESTING ACTIVITIES Cash repayment of interest-bearing debt Cash proceeds from interest-bearing debt Purchase of treasury shares Proceeds from minority interests Purchase of minority interests Dividends to shareholders in Danfoss A/S Dividends to minority interests 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 17 18 16 19 19 20 21 21 2018 2019 603 270 -13 3 -37 4 -157 673 -64 -247 9 -41 129 -13 -227 -816 751 -249 3 -80 -33 -424 22 29 -1 50 662 334 -43 4 -29 1 -140 789 -52 -258 6 -140 37 -407 -1,086 984 -60 1 -78 -83 -322 60 50 110 The cash flow statement cannot be derived on the basis of the Annual Report alone. as of 1 January 2019, Danfoss adopted IFRS 16 'Leases'. Rights-of-use assets and lease liabilities have been recognized for leases previously classified as operating leases. In 2019, EBITDA increased by EUR 59m, due to change in reporting of expenses of rights-of-use assets under depreciation. Further information is available in Note 26 Basis for preparation and accounting policies. 54/134 Danfoss Annual Report 2019Statements of changes in equity l a t i p a c e r a h S 134 e r a h S i m u m e r p 10 i g n g d e H s e v r e s e r 7 y c n e r r u C n o i t a l s n a r t 21 e v r e s e R s e r a h s n w o -68 -13 2 -11 -11 -4 -4 3 -1 2 2 -5 -2 1 -6 -6 15 15 27 27 27 134 134 10 10 134 10 -2 42 -249 -249 -317 -317 -60 -60 -377 Statement of changes in equity EURm BALANCE AS OF JANUARY 1, 2018 Net profit Foreign exchange adjustments of foreign companies Fair value adjustment of hedging instruments Actuarial gain/loss (-) on pension and healthcare plans Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Dividends to shareholders Purchase of treasury shares Capital increase Total transactions with owners BALANCE AS OF DECEMBER 31, 2018 Adjustment from the adoption of IFRS 16 RESTATED BALANCE AS OF JANUARY 1, 2019 Net profit Foreign exchange adjustments of foreign companies Fair value adjustment of hedging instruments Actuarial gain/loss (-) on pension and healthcare plans Tax on other comprehensive income Total other comprehensive income Total comprehensive income for the period Dividends to shareholders Additions through acquisition of subsidiaries Purchase of treasury shares Capital increase Total transactions with owners BALANCE AS OF DECEMBER 31, 2019 d e s o p o r P s d n e d i v i d 81 80 80 -81 -81 80 80 80 80 -80 s e v r e s e r r e h t O 2,270 344 -9 1 -8 336 1 s e v r e s e R 2,230 344 -5 -15 -9 4 -25 319 1 -249 1 2,607 -5 2,602 375 -248 2,301 -5 2,296 375 -39 8 -31 344 2 27 3 -39 7 -2 373 2 -60 S / A s s o f n a D n i l s r e d o h e r a h s , y t i u q E y t i r o n M i t s e r e t n i 2,455 114 424 -5 -15 -9 4 -25 399 -80 -249 -329 2,525 -5 2,520 455 27 3 -39 7 -2 453 -78 -60 39 6 6 45 -33 3 -30 129 129 47 2 2 49 -83 2 1 -80 98 y t l a i u t q o T e 2,569 463 1 -15 -9 4 -19 444 -113 -249 3 -359 2,654 -5 2,649 502 29 3 -39 7 0 502 -161 2 -60 1 -218 2,933 55/134 2 2,948 -58 2,611 -80 80 -138 2,835 Danfoss Annual Report 2019 Notes contents 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 Deferred tax Note 14 Pension and healthcare obligations Note 15 Financial risks and instruments Note 16 Corporation tax Note 17 Adjustment for non-cash transactions Note 18 Change in working capital Note 19 Acquisition and sale of subsidiaries and activities Note 20 Acquisition/sale of other investments Note 21 Change in liabilities arising from financing activities Note 22 Contingent liabilities, assets and security Note 23 Leases Note 24 Related parties Note 25 Events after the balance sheet date Note 26 Basis for preparation and accounting policies Note 27 Critical accounting estimates Note 28 Group companies 56/134 Danfoss Annual Report 2019Note 1 Segment reporting EURm BUSINESS SEGMENTS INCOME STATEMENT Net sales Depreciation/amortization/impairment Operating profit before acquisition-related amortization (EBITA) Acquisition-related amortization Share of profit from associates and joint ventures after tax Operating profit (EBIT) Financial Items Profit before tax STATEMENT OF FINANCIAL POSITION Total assets *) Net investments, excluding M&A Investments in associates and joint ventures Total liabilities *) OTHER INFORMATION Number of employees For further information on the business segments see page 18. GEOGRAPHICAL SEGMENTS Net sales Total non-current assets **) Note 1 r e w o P s s o f n a D s n o i t u o S l 2,109 45 385 44 g n i l o o C s s o f n a D s e v i r D s s o f n a D 1,617 25 241 4 1 1,420 26 174 21 -34 g n i t a e H s s o f n a D 929 18 92 5 s a e r a r e h t O 23 57 -168 2018 P U O R G 6,098 171 724 73 -33 648 -45 603 r e w o P s s o f n a D s n o i t u o S l 2,197 52 391 48 g n i l o o C s s o f n a D s e v i r D s s o f n a D 1,679 28 269 4 1 1,456 25 188 21 -6 g n i t a e H s s o f n a D 932 18 131 6 1 s a e r a r e h t O 21 126 -208 2019 P U O R G 6,285 249 771 79 -4 695 -33 662 1,370 91 915 51 1,690 33 304 219 213 698 24 3 117 1,087 103 1 2,253 5,760 302 4 3,106 1,481 101 964 47 1,699 38 700 20 1,252 98 6,096 304 274 209 212 109 2,359 3,163 7,625 6,179 4,645 4,898 4,448 27,795 7,826 6,108 4,504 4,684 4,749 27,871 e p o r u E n r e t s e W e p o r u E n r e t s a E a c i r e m A h t r o N a c i r e m A n i t a L c i f i c a P a i s A 2018 P U O R G e p o r u E n r e t s e W e p o r u E n r e t s a E a c i r e m A h t r o N a c i r e m A n i t a L c i f i c a P a i s A t s a E e d d M l i - a c i r f A 2019 P U O R G t s a E e d d M l i - a c i r f A 2,289 2,568 493 133 1,392 313 1,488 743 271 22 165 18 6,098 3,798 2,326 2,767 523 144 1,406 320 1,573 855 302 29 155 21 6,285 4,136 Sales in Denmark amounts to EUR 232m (2018: 225m) and non-current assets amounts to EUR 943m (2018: 764m). Sales in North America mainly relate to the US and represent EUR 1,482m (2018: 1,395m) and non-current assets amounts to EUR 855m (2018: 742m). China is part of the Asia Pacific region and sales amounts to EUR 806m (2018: 808m) and non-current assets amounts to EUR 243m (2018: 237m). *) Central functions' assets and liabilities, cash and cash equivalents, interest-bearing debt and deferred tax liabilities/assets have been included in the column "Other areas". **) Deferred tax assets are not included. 57/134 Danfoss Annual Report 2019 Note 1 Segment reporting (continued) EURm SPECIFICATION OF OTHER AREAS - OPERATING PROFIT BEFORE ACQUISITION-RELATED AMORTIZATION (EBITA) Corporate and shared functions and projects, not allocated *) Other Operating profit before acquisition-related amortization (EBITA) SPECIFICATION OF OTHER AREAS - ASSETS Cash, current & non-current tax receivables Other receivables Corporate and shared functions, not allocated tangible, and intangible fixed assets Corporate and shared functions and projects, not allocated *) Other Total assets SPECIFICATION OF OTHER AREAS - LIABILITIES Interest-bearing debt, current & non-current tax liabilities Other debt Pension and healthcare plans Corporate and shared functions and projects, not allocated *) Other Total Liabilities *) Corporate and shared functions and projects, not allocated, are primarily corporate projects, administrative expenses and assets and liabilities in central or shared functions. 2018 -168 -168 2018 177 120 697 80 13 1,087 2018 1,356 562 133 194 8 2,253 2019 -193 -15 -208 2019 221 93 896 30 12 1,252 2019 1,463 560 155 173 8 2,359 58/134 Danfoss Annual Report 2019Note 2 Note 2 Expenses and other operating income EURm 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 14 Pension and healthcare obligations. Remuneration to the Group Executive Team and the Board of Directors: Salaries Pension costs Bonuses Group Executive Team Board of Directors' fee Total remuneration Total remuneration for registered members of the Group Executive Team amounts to EUR 10m (2018: 9m). A presentation of the Group Executive Team is available on page 43. 2018 1,404 36 112 84 3 1,639 27,313 27,795 2019 1,434 13 116 85 3 -1 1,650 27,905 27,871 2018 2019 5 1 10 16 1 17 5 1 10 16 1 17 59/134 Danfoss Annual Report 2019Note 2 Expenses and other operating income (continued) EURm B. DEPRECIATION/AMORTIZATION AND IMPAIRMENT LOSSES Classification by nature: Amortization of intangible assets Depreciation of property, plant and equipment Impairment on tangible assets Depreciation/amortization and impairment losses Classification of amortization/impairment of intangible assets by functions: Cost of sales Selling and distribution costs Administrative expenses Classification of depreciation/impairment of property, plant and equipment assets by functions: Cost of sales Selling and distribution costs Administrative expenses Property, plant and equipment C. OTHER OPERATING INCOME AND EXPENSES Gain on disposal of activities Gain on value adjustment on step acquisition of company Gain on disposal of property, plant and equipment Government grants Reversal of restructuring costs Other Other operating income Loss on disposal of property, plant and equipment Restructuring costs Other Other operating expenses Other operating income and expenses Restructuring costs in both years mainly relate to terminations in Denmark, Germany and USA. 2018 2019 96 148 244 62 30 4 96 134 9 5 148 109 218 1 328 72 31 6 109 174 31 14 219 2018 2019 31 4 6 6 47 -2 -36 -13 -51 -4 9 2 10 1 9 31 -1 -14 -18 -33 -2 60/134 Danfoss Annual Report 2019Note 2 Expenses and other operating income (continued) EURm D. FEES TO AUDITORS APPOINTED AT THE ANNUAL GENERAL MEETING Audit fee Other assurance engagements fee Tax and VAT advice Other fees Total fee to Group Auditor 2018 2019 3 0 1 1 5 3 0 0 2 5 Fees for services other than the statutory audit of the Financial Statements provided by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PricewaterhouseCoopers Denmark) amounted to EUR 1.0m (2018: 1.2m). Services other than the statutory audit of the Financial Statements comprise services relating to due diligence and agreed-upon procedures, transfer pricing, tax audits as well as accounting advice. 61/134 Danfoss Annual Report 2019Note 3 Note 3 Investments EURm Cost as of January 1 Additions Disposals Cost as of December 31 Adjustments as of January 1 Foreign exchange adjustments in foreign companies Net profit/value adjustment Dividends Disposal / Transfer Adjustments as of December 31 Carrying amount as of December 31 Investments in associates and joint ventures Other investments 353 3 -3 353 -27 -1 -35 -4 3 -64 289 18 1 19 -16 -16 3 2018 TOTAL 371 4 -3 372 -43 -1 -35 -4 3 -80 292 Investments in associates and joint ventures Other investments 353 -4 349 -64 1 -4 -1 -1 -69 280 19 19 -16 -16 3 2019 TOTAL 372 -4 368 -80 1 -4 -1 -1 -85 283 Where indicators for impairment were present at the end of 2019, 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 flows from associates and joint ventures is compared with their carrying amount. The principles are unchanged compared to the impairment tests performed in 2018. Further information on associates and joint ventures is provided in Note 15 Financial risks and instruments and Note 24 Related parties. 62/134 Danfoss Annual Report 2019Note 3 Investments (continued) EURm MATERIAL ASSOCIATES AND JOINT VENTURES Summarized information for associates and joint ventures, which are material to Danfoss, has been amended to reflect adjustments made for differences in the accounting policy. The financial information is stated below at full value, not according to Danfoss' proportionate ownership interests. As SMA Solar Technology AG is a listed company, the stated financial information below is based on publicly available information. Place of business Share of ownership SUMMARIZED PROFIT AND LOSS STATEMENT (PROVISIONAL NUMBERS FOR 2019 AND 2018 ) Revenue EBIT Net income SUMMARIZED BALANCE SHEET (Q3 NUMBERS) Non-current assets Current assets Non-current liabilities Current liabilities Equity OTHER INFORMATION Group share of equity as of December 31 Group share of dividend received On the basis of the stock exchange quotation, the fair value of SMA Solar Technology AG as of December 31, 2019, was EUR 1.2bn (2018: 0.6bn). 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 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 For further information on associates and joint ventures, please see Note 28 Group companies. Associates Joint Ventures 4 1 1 13 Associates Joint Ventures 85 187 4 276 13 13 2018 TOTAL 1 1 17 2018 TOTAL 85 187 17 289 Associates Joint Ventures 1 1 14 Associates Joint Ventures 79 187 266 14 14 SMA Solar Technology AG 2018 Germany 20% 2019 Germany 20% 761 -150 -174 344 797 255 277 608 85 3 915 -11 -8 296 719 257 347 411 79 2019 TOTAL 1 1 14 2019 TOTAL 79 187 14 280 63/134 Danfoss Annual Report 2019Note 4-5 Note 4 Financial income EURm Interest from banks, etc. Financial Income Interest on financial assets measured at amortized cost Note 5 Financial expenses EURm Interest to banks etc. Interest element on discounted liabilities Calculated interest on defined benefit plans Interest expense for leasing arrangements Foreign exchange losses, net Financial expenses Interest on financial liabilities measured at amortized cost In Foreign exchange losses, net are included fair value hedge impact of EUR 7m (2018: -18m). 2018 2019 3 3 3 4 4 4 2018 2019 -35 -1 -2 -1 -9 -48 -37 -22 -3 -8 -4 -37 -30 64/134 Danfoss Annual Report 2019Note 6 Note 6 Tax on profit EURm 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 22.0% 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 2018 -156 9 7 -140 22.0% 1.5% -1.7% -0.1% 1.2% -0.3% 1.8% -1.2% 23.2% 2018 -140 3 1 -136 2019 -163 7 -4 -160 22.0% 1.8% -1.6% 0.1% 0.5% 0.9% 0.5% 24.2% 2019 -160 -1 8 -153 65/134 Danfoss Annual Report 2019Note 7 Note 7 Intangible assets EURm Cost as of January 1, 2018 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Additions Disposals Disposals through sale of subsidiaries Cost as of December 31, 2018 Amortization and impairment losses as of January 1 Foreign exchange adjustments in foreign companies Amortization Disposals Disposals through sale of subsidiaries Amortization and impairment losses as of December 31, 2018 Carrying amount as of December 31, 2018 Cost as of January 1, 2019 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Cost as of December 31, 2019 Amortization and impairment losses as of January 1, 2019 Foreign exchange adjustments in foreign companies Transfers Amortization Disposals Amortization and impairment losses as of December 31, 2019 Carrying amount as of December 31, 2019 Internally developed software Goodwill Brand Technology Customer relations Patents, trademarks and other rights Development costs Total Other TOTAL 1,764 16 23 -85 1,718 149 3 152 1,566 1,718 9 103 1,830 152 2 154 1,676 240 3 62 -3 -2 300 134 2 14 -3 -2 145 155 300 1 1 36 51 389 145 1 23 26 195 194 146 4 150 7 1 3 11 139 150 1 151 11 2 13 138 647 12 9 -6 662 331 9 43 -6 377 285 662 4 39 705 377 3 46 426 279 376 7 6 -7 382 225 7 28 -7 253 129 382 3 18 403 253 1 31 285 118 96 -1 2 -2 95 56 -1 6 -2 59 36 95 1 -36 1 -2 59 59 1 -23 3 -2 38 21 68 1 -3 66 65 1 2 -3 65 1 66 1 -15 52 65 1 1 -15 52 1,573 26 15 64 -8 -15 1,655 818 19 96 -8 -15 910 745 1,655 11 58 52 -17 1,759 910 7 109 -17 1,009 750 3,337 42 38 64 -8 -100 3,373 967 22 96 -8 -15 1,062 2,311 3,373 20 161 52 -17 3,589 1,062 9 109 -17 1,163 2,426 Additions/Disposals through acquisitions/sales of subsidiaries are further described in Note 19 Acquisition and sales of subsidiaries and activities. 66/134 Danfoss Annual Report 2019Note 7 Intangible assets (continued) EURm IMPAIRMENT TESTS At the end of 2019, 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 respective business segments for optimum synergy. One consequence 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. As part of the impairment test, the net present value of the estimated net cash flow from the CGUs is compared to the carrying amount of the net assets. As acquisitions in Danfoss are made on the basis of 10-year projections, the expected cash flow is calculated on the basis of estimates for the years 2020-2029. The estimates are prepared and approved by the management in the respective CGUs and Group Management. The primary variables are sales, EBITA, working capital and investments. The most significant goodwill allocations have been described below. Goodwill as of December 31 Brand with indefinite useful life as of December 31 Danfoss Power Solutions 253 131 Danfoss Drives Danfoss Cooling Danfoss Heating 770 274 267 2018 Other 2 Danfoss Power Solutions 339 132 Danfoss Drives Danfoss Cooling Danfoss Heating 770 280 285 2019 Other 2 The Danfoss Power Solutions brand with a carrying amount EUR 132m (2018: 131m) is not amoritized, but is tested annually for impairment. Global megatrends and industry recognition as one of the market leaders support that the brand will generate cash inflow for the Group for an indefinite period. The weighted average growth rate until 2029 is based on past performance/management expectation of market development etc. and is estimated to be 2-6% (2018: 2-7%) for the business segments, which is at or above the general market development. The growth in net sales is driven by continuous high investments in innovation and market development. The expected average EBITA margins used in the impairment tests are in general kept at a stable level, taking past performance and initiatives in the business segments into consideration. The EBITA and working capital as a percentage of sales are expected to remain unchanged during the terminal period. Investments are assumed to be at the same level as the depreciations. These assumptions are unchanged compared to the impairment tests performed in 2018. The net cash flow during the terminal period from 2030 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. The discount rates are set under consideration of a market-based cost of equity and cost of debt, and are 10-11% (2018: 10-11%) before tax for all segments. Management does not assess that a reasonable change in the fundamental assumptions used in the impairment tests will result in recoverable amounts lower than the carrying amounts. The same conclusion was made for 2018. 67/134 Danfoss Annual Report 2019Note 7 Intangible assets (continued) Danfoss Power Solutions The goodwill allocated to Danfoss Power Solutions derives primarly from the Danfoss Group's acquisition of the additional 38.2% of the share capital in Sauer-Danfoss Inc. (USA) in 2008, Visedo Oy (Finland) in 2017, UQM Technologies Inc. (USA) in 2019. At the end of 2019, the carrying amount of Brand, Technology and Customer relations acquired in connection with business combinations amounts to EUR 315m (2018: 314m), or approximately 59% (2018: 57%) of the corresponding Group carrying amount . The carrying amount of Technology and Customer relations is amortized until 2032. Danfoss Drives The goodwill allocated to Danfoss Drives Segment derives primarily from the acquisition of Vacon (Finland) in December 2014. At the end of 2019, the carrying amount of Technology and Customer relations acquired in connection with business combinations amounts to EUR 148m (2018: 169m), or approximately 28% (2018: 31%) of the corresponding Group 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 2019, the carrying amount of Technology and Customer relations acquired in connection with business combinations amounts to EUR 25m (2018: 29m), or approximately 5% (2018: 5%) of the corresponding Group carrying amount. The carrying amount of Technology and Customer relations is amortized until 2032 and 2030, respectively. Danfoss Heating The goodwill allocated to Danfoss Heating Segment derives primarily from the acquisition of the DEVI Group (Denmark) in 2003 and Sondex Holding A/S (Denmark) in 2016. At the end of 2019, the carrying amount of Technology and Customer relations acquired in connection with business combinations amounts to EUR 46m (2018: 41m), or approximately 8% (2018: 7%) of the corresponding Group carrying amount. The carrying amount of Technology and Customer relations is amortized until 2028 and 2031, respectively. Other intangible assets At the end of 2019, Danfoss had Software in progress amounting to EUR 36m (2018: 66m) and EUR 0m (2018: 0m) capitalized development expenditure in progress. Capitalized software in progress is mainly developed internally. In 2019, the Group performed impairment tests on the carrying amount of software in progress. The actual expenses and achieved milestones has been evaluated according to the approved project and business plans. This led to no impairment of current software assets (2018: 0m). 68/134 Danfoss Annual Report 2019Note 8 Property, plant and equipment EURm Cost as of January 1, 2018 Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Disposals through sale of subsidiaries Cost as of December 31, 2018 Depreciation and impairment losses as of January 1, 2018 Foreign exchange adjustments in foreign companies Transfers Depreciation Disposals Disposals through sale of subsidiaries Depreciation and impairment losses as of December 31, 2018 Carrying amount as of December 31, 2018 Cost as of January 1, 2019 Accounting policy change Foreign exchange adjustments in foreign companies Additions through acquisition of subsidiaries Transfers Additions Disposals Cost as of December 31, 2019 Depreciation and impairment losses as of January 1, 2019 Foreign exchange adjustments in foreign companies Transfers Depreciation Impairment Disposals Depreciation and impairment losses as of December 31, 2019 Carrying amount as of December 31, 2019 Additions/disposals through acquisitions/sales of subsidiaries are further described in Note 19 Acquisition and sale of subsidiaries and activities. Note 8 Land and buildings Plant and machinery Equipment Assets under construction TOTAL 878 -5 50 21 -11 -8 925 400 -1 34 -7 -5 421 504 925 107 6 8 16 56 -12 1,106 421 2 1 71 1 -11 485 621 1,429 -1 1 100 50 -26 -5 1,548 1,097 -3 1 95 -25 -4 1,161 387 1,548 1 9 1 98 63 -17 1,703 1,161 6 1 106 -14 1,260 443 241 2 27 -12 258 153 -1 -1 19 -11 159 99 258 27 1 1 5 35 -18 309 159 1 -2 41 -17 182 127 166 -152 165 179 179 179 1 -119 157 218 218 2,714 -6 1 263 -49 -13 2,910 1,650 -5 148 -43 -9 1,741 1,169 2,910 135 17 10 311 -47 3,336 1,741 9 218 1 -42 1,927 1,409 69/134 Danfoss Annual Report 2019Note 9 Note 8 Property, plant and equipment (continued) EURm The right-of use assets included in property, plant and equipment are presented below. Carrying amount related to right-of-use assets as of January 1, 2019 Accounting policy change Foreign exchange adjustments in foreign companies Acquisitions of subsidiaries Additions Depreciation Carrying amount related to right-of-use assets as of December 31, 2019 Note 9 Inventories EURm Raw materials and consumables Work in progress Finished goods and goods for resale Inventories Write-downs of inventories Carrying amount of write-down 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 Land and buildings Plant and machinery Equipment TOTAL 36 107 1 4 32 -38 142 1 1 2 -1 3 16 27 19 -23 39 2018 338 88 329 755 61 46 11 3,143 53 135 1 4 53 -62 184 2019 345 79 318 742 62 52 9 3,214 70/134 Danfoss Annual Report 2019Note 10 Note 10 Trade Receivables EURm 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 Accrual of new provisions Reversal of provisions accrued Realized loss Provision for bad debts as of December 31 2018 2019 883 -25 858 6 864 2 -26 1 -6 4 2 -25 910 -25 885 8 893 1 -25 -1 -6 3 4 -25 71/134 Danfoss Annual Report 2019Note 11 Note 11 Share capital SHAREHOLDERS HOLDING MORE THAN 5% OF THE SHARES OR 5% OF THE VOTES The Bitten & Mads Clausen's Foundation, Nordborg, Denmark Clausen Controls A/S, Sønderborg, Denmark Henrik Mads Clausen, Lake Forest, USA DISTRIBUTION OF SHARES Balance as of January 1, 2018 Balance as of December 31, 2018 Balance as of December 31, 2019 SHARES 47.33% 26.26% 11.04% A shares B shares Total Number 4,250,000 4,250,000 4,250,000 DKKm 425.0 425.0 425.0 Number 5,719,625 5,719,625 5,719,625 DKKm 572.0 572.0 572.0 Number 9,969,625 9,969,625 9,969,625 VOTES 86.11% 5.48% 2.31% DKKm 997.0 997.0 997.0 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 Annual General Meeting to be adopted. The share capital is fully paid in. All shares have a nominal value of 100 DKK. DIVIDEND PER SHARE Proposed dividend per 100 DKK share Dividend from last year 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 The Bitten & Mads Clausen's Foundation Holding as of December 31 DKK 60.2 60.2 2018 EUR 8.1 8.1 DKK 60.2 60.2 2018 85,043 2,082 263,573 350,698 2019 EUR 8.1 8.1 2019 350,698 1,924 59,500 412,122 The shareholders meeting of Danfoss A/S has authorized Danfoss A/S to buy back up to 10% of Danfoss A/S’ share capital. The total cost in 2019 for acquiring own shares amounts to EUR 60m (2018: 249m). The Group's holding of of treasury shares represents 4.1% (2018: 3.5%) of the Group's share capital. CAPITAL STRUCTURE The capital structure of Danfoss is intended to ensure sufficient financial flexibility and stability over the cycle for the company to reach its strategic goals. It is the policy of the Group to have a “BBB credit rating”, and the Group aims for a financial metric that is commensurate with such credit rating over the cycle. Danfoss is currently rated “BBB/A2 by Standard and Poor’s. End of 2019 the net-interest-bearing debt to EBITDA ratio was 1.0 (2018: 1.0) on a reported basis. Danfoss aims to use the free operating cash flow after financial items and tax for debt servicing, business development and shareholder distribution. Further information on Danfoss' credit rating is provided in Note 25 Events after the balance sheet date. 72/134 Danfoss Annual Report 2019Note 12 Note 12 Provisions EURm Provisions for warranty comprise expected costs arising during the warranty period of the Group's products. Contingent consideration consists of earn-out relating to acquisitions. Employee-related provisions mainly consist of certain employee expenses, including jubilee costs. Provisions have been discounted to net present value, if the values are significant. Provisions as of January 1 Foreign exchange adjustments in foreign companies Provisions used Reversal of unused provisions Additional provisions recognized 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 Warranty Contingent consideration Employee- related 2019 Other TOTAL 46 1 -26 -5 24 40 53 -2 51 32 -4 8 36 30 -8 -4 13 31 161 1 -38 -11 45 158 2019 Warranty Contingent consideration Employee- related Other TOTAL 28 12 40 1 41 9 51 4 9 23 36 13 15 3 31 46 77 35 158 73/134 Danfoss Annual Report 2019Note 13 Note 13 Deferred tax EURm CHANGES IN DEFERRED TAXES Deferred taxes as of January 1 (net) *) Adjustment from the adoption of IFRS 16 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 2018 -145 -2 -1 -2 9 1 -140 2019 -140 2 -5 -16 7 8 -144 2018 Deferred tax asset 2019 Deferred tax asset 5 32 24 92 41 -33 161 -73 88 Deferred tax liability 4 49 18 127 40 -34 204 -123 81 Deferred tax liability 119 92 14 71 5 301 -73 228 142 129 10 62 5 348 -123 225 The tax asset related to tax loss carry-forwards of EUR 6m net (2018: 8m) is largely related to companies that have suffered tax losses within the last three financial years. Based on business plans and expected future taxable income in the respective companies, it is the Management’s opinion that the net tax loss carry-forwards will be utilized in the future. Of the tax loss carry-forwards recognized, 100% (2018: 91%) can still be utilized after 3 years or later. The tax value of unrecognized tax assets related to tax loss carry-forwards amounts to EUR 34m (2018: 33m). The amount is not recognized as an asset, as the tax losses carried forward are not expected to be utilized. 19% of the amount (2018: 3%) has a remaining period of 3 years or less, whereas the share with a remaining period of 10 years or more totals 70% (2018: 63%). Of the deferred tax liability of EUR 225m (2018: 228m), EUR 5m (2018: 5m) 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 EUR 15m (2018: 19m). 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. 74/134 Danfoss Annual Report 2019Note 14 Note 14 Pension and healthcare obligations EURm In most countries, Danfoss offers defined contribution plans which are fully funded. 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 of defined benefit plans is as follows: Germany USA UK Other Total 2018 Gross liability Net Liability 2019 Gross liability Net Liability 24% 39% 33% 4% 100% 68% 35% -17% 14% 100% 25% 38% 33% 4% 100% 67% 29% -7% 11% 100% 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. The majority of the liabilities are either due to deferred members and pensioners, or they are linked to minimum-return guarantees. However, some of the defined benefit plans in the UK and the USA are still linked to final salary for a closed, limited group of less than 200 (2018: 200) active employees. Danfoss is working on minimizing the defined benefit risk by integrated risk management and by changing the nature of existing plans. 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 Defined benefit plan obligations are presented in the statement of financial position as follows: Pension benefit plan assets Pension and healthcare plan obligations Plans with a surplus have been recognized on the basis that future economic benefits are available to the Group in the form of a reduction in future contributions or a cash refund. DEVELOPMENT IN THE PRESENT VALUE OF DEFINED BENEFIT PLAN OBLIGATIONS Provision as of January 1 Foreign exchange adjustments in foreign companies 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 from provisions Provision as of December 31 2018 2019 479 -365 114 19 133 114 550 -406 144 11 155 144 2018 2019 501 8 3 13 1 -20 -6 2 -5 -21 3 479 479 12 3 15 -3 66 -1 2 -5 -18 550 75/134 Danfoss Annual Report 2019Note 14 Pension and healthcare obligations (continued) EURm DEVELOPMENT IN THE FAIR VALUE OF PLAN ASSETS Plan assets as of January 1 Foreign exchange adjustments in foreign companies Calculated interest on plan assets Plan participants' contribution asset Return for the year on plan assets, excluding calculated interest Gains from reductions and redemptions Payments by the Group Disbursed benefits Net transfer from provisions Plan assets as of December 31 2018 2019 387 5 11 2 -28 -6 14 -21 1 365 365 11 12 2 25 9 -18 406 A few countries may require that the liability is funded, but this is not the case in most 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 EUR 72m (2018: 67m). EXPENSES RELATING TO PENSION AND HEALTHCARE OBLIGATIONS Pension costs for the year Calculated interest on liabilities Calculated interest on assets Gains from reductions and redemptions Expensed in the income statement Pension cost stated under cost of sales 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 2018 2019 3 13 -11 5 1 2 2 5 3 15 -12 -1 5 1 2 -1 3 5 2018 2019 21 86 372 479 24 93 433 550 76/134 Danfoss Annual Report 2019Note 14 Pension and healthcare obligations (continued) EURm PENSION PLAN ASSETS ARE SPECIFIED AS FOLLOWS: Shares and similar securities Listed corporate bonds Bonds Other 2018 31% 37% 26% 6% 100% 114 135 96 20 365 2019 33% 34% 18% 15% 100% 132 136 71 67 406 Plans in which the pension funds are invested in financial instruments are exposed to risk. 33% (2018: 31%) 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 2018 Weighted average 3.1% 3.5% Range 1.9-4.2% 1.8-4.5% 2019 Weighted average 2.2% 3.5% Range 0.1-3,2% 1.5-4.2% 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 according to the composition of the assets and considering the general expectations with regard to economic developments. The Group expects to pay in EUR 13m to defined benefit plans in 2020 (2019: 17m). SENSITIVITY ANALYSIS Reported defined benefit plan obligations Increase in discount rate of a 0.5 percentage point affects the defined benefit plan obligations by Decrease in discount rate of a 0.5 percentage point affects the defined benefit plan obligations by Increase in future salary increase of a 0.5 percentage point affects the defined benefit plan obligations by Decrease in future salary increase of a 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 2018 479 2019 550 -32 +37 +2 -2 +15 -15 -40 +44 +2 -2 +20 -19 77/134 Danfoss Annual Report 2019 Note 15 Note 15 Financial risks and instruments EURm FINANCIAL RISKS Danfoss's profitability, cash flow and balance sheet are exposed to financial market risks as a consequence of the Group's multinational business profile. The risks factors include currency, commodity, credit, interest rate and liquidity risks. The Group's risk management activities focus on risk mitigation, with particular emphasis on protecting the Group's cash flows and profitability in local currency. The risk management activity of the Group is governed by the Treasury Policy, which is approved and reviewed annually by the Board of Directors. Group Treasury is the function responsible for executing the Treasury Policy and managing the Group's financial market risks in accordance with it. In general, the aim of Group Treasury’s risk management activities is to mitigate risk and reduce the volatility of the Group's cash flows and earnings in local currency and not to engage in speculative transactions that increases the financial risk of the Group. For a description of accounting policies and procedures such as applied recognition criteria and basis of measurement, please see the disclosure under Note 26 Basis for preparation and accounting policies. CURRENCY EXPOSURE Currency exposure consists of three elements: 1. Transaction risk: This covers both the balance sheet risk, i.e. the risk related to assets and liabilities denominated in foreign currency, and the risk related to future cash flows in foreign currency. Both risk types have direct cash flow and earnings impact and therefore are the primary focus of Danfoss’ currency hedging strategy. The hedging policy is to cover all balance sheet risk and all significant future cash flow risk for a 12-month period on a rolling and layered basis. The policy for future cash flow hedge ratios for 2019 and 2018 has been as follows: 0-3 months' exposure 90% 3-6 months' exposure 85% 6-9 months' exposure 80% 9-12 months' exposure 75% The hedging ratio for balance sheet risk was 100% in both 2019 and 2018. This is the risk that the P&L and Equity of Danfoss, when measured in EUR, are impacted adversely by currency movements when consolidating the financial statements of subsidiaries. Translation risk (Reporting risk) 2. Translation risk: is generally not hedged. However, it is partly mitigated by keeping an appropriate capital structure in the subsidiaries of the Group in terms of equity and debt in local currency, and by drawing the Group's financing facilities in foreign currency to match the assets of the Group. 3. Economic/structural risk (strategic risk): This risk is not in scope for financial risk management. Economic/structural currency risk is dealt with strategically by keeping an appropriate balance between the geographical footprint of end markets and sourcing markets. NOMINAL POSITION OF SIGNIFICANT CURRENCIES Receivables and payables Cash and loans 1) Derivative financial instruments for hedging of fair value 2) Derivative financial instruments for hedging of future cash flow EUR -93 -31 118 -407 USD -18 41 -22 -153 GBP -5 5 0 -35 2018 Total -116 15 96 -595 1) Besides the loans included, loans of EUR 627m (2018: 634m) are used for hedging of net investments (equity hedge). The impact on the Group's equity is EUR -0.4m (2018: -2m). 2) Financial instrument for hedging of fair value also includes the exposure related to inventories in countries applying foreign currency price lists. SENSITIVITY Probable increase in exchange rate Hypothetical impact on profit and loss for the year Hypothetical impact on equity 1% 0 -10 10% 0 -15 10% 0 -4 0 -29 EUR -101 37 66 -412 1% 0 -10 USD -25 -75 101 -120 10% 0 -12 2019 Total -121 -41 164 -570 0 -26 GBP 5 -3 -3 -38 10% 0 -4 A decrease in exchange rates as stated would have had the opposite effect on the profit and equity. The sensitivities are based on recognized financial assets and liabilities at December 31 and includes impact from derivatives. 78/134 Danfoss Annual Report 2019 Note 15 Financial risks and instruments (continued) EURm COMMODITY RISK Movements in 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 a combination of fixed price agreements with suppliers, active price adjustment and in some cases financial hedging. If commodity exposure is considered material, the price should be fixed for a period of between 6 months and 12 months. Danfoss has not undertaken financial hedging of commodities in 2019 or 2018. 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 risks towards banks and towards other financial partners are 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 Group applies the simplified approach to provide for expected credit losses prescribed by IFRS 9, which permits the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected credit losses also incorporate forward-looking information. Out of the EUR 25m write down, EUR 19m relates to that which is more than 180 days overdue. Trade receivables are distributed on a large 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. 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 Total gross carrying amount Provision for bad debts as of December 31 Net carrying amount 2018 2019 39 16 24 810 889 25 864 41 16 33 828 918 25 893 The carrying amount of trade receivables is estimated to represent their fair value as well as the maximum credit risk. 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 on its debt portfolio should not exceed a maximum of 0.1% of Group annual revenue in case of a one-percentage-point parallel shift in interest rates across the interest rate curve. All things being equal, an increase in the interest rate of one percentage-point compared to the interest rate level on the balance sheet date, would not have had any material impact on the profit for a year and equity at the end of the year. These sensitivities are based on the recognized financial assets and liabilities at December 31. 79/134 Danfoss Annual Report 2019Note 15 Financial risks and instruments (continued) EURm LIQUIDITY RISK It is Danfoss' policy to maintain a robust capital structure and to aim for a capital and financing structure that is compatible with a BBB credit rating, a liquidity reserve of minimum EUR 0.4bn, in terms of accessible cash and non-terminable creditfacilities with an average maturity profile of at least 3 years. At the end of 2019, Danfoss' credit rating from Standard and Poor’s was "BBB/A2" and the liquidity reserve equaled EUR 1.1bn (2018: 1.1bn). In addition to this, Danfoss had cash 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 conditions in general. The average maturity profile on non-terminable credit facilities was above 3 years at the end of 2019. The Danfoss Group's loan agreements contain no financial covenants. Further information on Danfoss' credit rating is provided in Note 25 Events after the balance sheet date. The major part of the Group's cash and cash equivalents of EUR 110m (2018: 50m) is placed on short-term deposits. THE GROUP'S DEBT CATEGORIES AND MATURITIES Bank debt and corporate bond Mortgage debt Lease liabilities Trade payables Debt to associates and joint ventures Derivative financial liabilities *) Maturity is evenly spread over the period. i g n y r r a C t n u o m a 939 70 54 883 2 9 1,957 l a u t c a r t n o C w o l f h s a c 986 73 58 883 2 9 2,011 2018 Maturity ) * s r a e y 5 - 1 5 r e v O s r a e y 538 1 42 388 70 9 581 467 r a e y 1 - 0 60 2 7 883 2 9 963 i g n y r r a C t n u o m a 906 69 194 820 3 3 1,995 l a u t c a r t n o C w o l f h s a c 941 74 219 820 3 3 2,060 Maturity ) * s r a e y 5 - 1 650 1 124 2019 5 r e v O s r a e y 252 73 40 775 365 r a e y 1 - 0 39 55 820 3 3 920 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. The Group generally accepts that vendors sell-off their receivables arising from the sales to the Group to a third party. Danfoss has established a supply chain financing program where vendors can sell off their receivables from Danfoss at attractive terms, but at the banks sole discretion. Danfoss is not directly or indirectly a party to these agreements. End of December, the Group is aware of around EUR 45m (2018: 45m) of trade payables that are part of such agreements. THE ABOVE DEBT IS RECORDED AS FOLLOWS: Non-current liabilities Current liabilities 2018 1,007 950 1,957 2019 1,093 902 1,995 80/134 Danfoss Annual Report 2019 Note 15 Financial risks and instruments (continued) EURm FINANCIAL INSTRUMENTS BY CATEGORY FINANCIAL ASSETS: Other investments Financial assets measured at fair value via the income statement 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, receivables, cash and cash equivalents measured at amortized cost FINANCIAL LIABILITIES: Contingent consideration measured at fair value via the income statement Interest-bearing debt Trade payables and other debt Financial liabilities measured at amortized cost 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 2018 Fair value Carrying amount 2019 Fair value Carrying amount 3 3 1 1 3 3 1 1 864 165 50 1,079 864 165 50 1,079 3 3 3 3 893 104 110 1,107 893 104 110 1,107 53 53 51 51 1,063 1,447 2,510 1,085 1,447 2,532 4 5 9 4 5 9 1,169 1,385 2,554 1,197 1,385 2,582 1 2 3 1 2 3 The value of derivative financial instruments is measured according to generally accepted valuation techniques based on relevant observable swap curves 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 par value. 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 2018. 81/134 Danfoss Annual Report 2019Note 15 Financial risks and instruments (continued) EURm FAIR VALUE HIERARCHY AS OF DECEMBER 31 FOR THE GROUP FINANCIAL ASSETS: Other investments Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities 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 Contingent consideration Interest-bearing debt Total financial liabilities 2018 2019 s e c i r p d e t o u Q t u p n i l e b a v r e s b O t u p n i l e b a v r e s b o - n o N Level 1 Level 2 Level 3 1 1 4 5 1,085 1,094 3 3 53 53 l a t o T 3 1 4 4 5 53 1,085 1,147 s e c i r p d e t o u Q t u p n i l e b a v r e s b O t u p n i l e b a v r e s b o - n o N Level 1 Level 2 Level 3 3 3 51 51 1 2 1,197 1,200 l a t o T 3 3 1 2 51 1,197 1,251 82/134 Danfoss Annual Report 2019 Note 15 Financial risks and instruments (continued) EURm FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE BASED ON LEVEL 3 Carrying amount as of January 1, assets/liabilities (-) Acquisitions Disposals/Reversals Carrying amount as of December 31, assets/liabilities (-) Fair value of the majority of the financial instruments is determined using discounted cash flow analysis. DERIVATIVES AS OF DECEMBER 31 FOR THE GROUP 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 USD EUR Other currencies Forward exchange contracts Derivatives end of year -205 -352 98 2018 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 s r a e y 5 d n a 1 n e e w t e b e u D l i a p c n i r p / e c i r p -99 -232 -117 n o ) - ( s s o l / n a G i t n e m j t s u d a e u a v l t e k r a m -11 3 -8 -8 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 -6 1 3 -3 -3 r a e y 1 n a h t s s e l e u D -5 -1 -5 -5 At the end of 2019, unrealized gain/loss(-) on derivatives hedging foreign currency risk recognized in equity amounted to EUR -2.2m (2018: -5.1m). For the open foreign exchange contracts, used for USD cash flow hedges, at the end of 2019, weighted average hedge rate for USD/DKK is 6.5276 (2018: 6.2504). n o ) - ( s s o l / n a G i t n e m j t s u d a e u a v l t e k r a m -2 -1 -3 -3 2018 2019 -50 -5 5 -50 -50 2 -48 2019 s r a e y 5 r e t f a e u D s r a e y 5 d n a 1 n e e w t e b 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 -1 -1 -1 r a e y 1 n a h t s s e l e u D -1 -1 -2 -2 83/134 Danfoss Annual Report 2019 Note 16-17 Note 16 Corporation tax EURm Corporation tax payable/receivable (-) as of January 1 Foreign exchange adjustment in foreign companies Paid during the year Adjustments concerning previous years Disposals through sale of subsidiaries 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 17 Adjustment for non-cash transactions EURm Depreciation/amortization and impairment Gain(-)/loss on disposal of tangible assets and business activities Gain(-)/loss from step-acquisitions Share of profit from associates and joint ventures after tax Financial income Financial expenses Other Adjustment for non-cash transactions 2018 37 3 -157 -9 -1 156 -3 26 39 65 26 2019 26 -140 -12 163 1 38 30 68 38 2018 2019 244 -33 33 -3 48 -19 270 328 -1 -9 4 -4 37 -21 334 Depreciation/amortization and impairment includes depreciation on leased right-of-use assets. Further information on depreciation charge and lease payment is provided in Note 8 Property, plant and equipment and Note 21 Change in liabilities arising from financing activities. The Group's other adjustments for non-cash transactions mainly consist of provisions, derivatives and defined benefit plans. 84/134 Danfoss Annual Report 2019Note 18 Note 18 Change in working capital EURm Change in inventories Change in receivables Change in trade payables and other debt Change in working capital 2018 -103 -41 131 -13 2019 30 14 -87 -43 85/134 Danfoss Annual Report 2019Note 19 Note 19 Acquisition and sale of subsidiaries and activities EURm Company/activity: IKUSI Telecontrol (business unit of IKUSI Electrónica, S.L.) AXCO-Motors OE3i Holding ApS AAIM Controls Inc. Thermia (Heat Pump business) *) Net sales in the financial year prior to the acquisition or sale. Company/activity: Artemis Intelligent Power Ltd. (AIP) Leanheat Oy Hydraulik Nord Fluidtechnik GmbH & Co. KG UQM Technologies Inc. *) Net sales in the financial year prior to the acquisition or sale. ** According to non-disclosure obligations, purchase prices are not stated. Acquisition Acquisition Acquisition Acquisition Disposal Acquisition Acquisition Acquisition Acquisition Country Spain Finland Denmark US Sweden Country UK Finland Germany US Consolidated from/until Holding acquired/sold Net sales per year *) No. of employees Consideration paid 2018 August September November November April 100% 100% 100% 100% 100% 13 2 0 7 70 73 10 4 26 223 ** ** ** ** ** 2019 Consolidated from/until Holding acquired/sold Net sales per year *) No. of employees Consideration paid February May April August 75% 100% 100% 100% 3 2 21 13 53 50 170 85 ** ** ** 94 2018 acquisitions and disposals: The Group only carried out minor acquisitions in 2018. Ikusi and AXCO related to the Power Solutions Segment, AAIM related to the Cooling Segment and OE3i related to the Heating Segment. The net sales included in the consolidated income statement of the acquired companies in 2018 was less than EUR 10m and impact on profit before tax was around EUR -2m. The largest disposal was the sale of the Heat Pump business, which was previously part of the Heating Segment. The Heat Pump business is mainly active in Scandinavia. The gain on the disposal was included in other operating income, cf. Note 2. 2019 acquisitions and disposals: The largest acquisition in 2019 was the purchase of UQM Technologies Inc., which was acquired on July 31. UQM is a developer and manufacturer of power-dense, high-efficiency electric motors, generators, power electronic controllers and fuel-cell compressors for the commercial truck, bus, automotive, marine and industrial markets. Its sales activities are mainly in US and its production and R&D centers are located in Colorado, US. UQM will be part of the Editron business in the Power Solutions Segment. Likewise in the Power Solutions Segment, Danfoss acquired Artemis Intelligent Power, a Scottish R&D and engineering company, as well as German-based Hydraulic Nord Fluidtechnik, a supplier of hydraulic steering. In 2019, Danfoss also acquired the remaining shares of Leanheat Oy, a Finnish system-provider of turnkey IoT solutions upgrading building HVAC systems for the digital age. Leanheat is a separate business within the Heating segment. For accounting purposes, the acquisition is treated as a step-acquisition, which means that a gain of around EUR 9m is recorded in other operating income. The net sales included in the consolidated income statement of the acquired companies in 2019 is less than EUR 25m and impact on profit before tax is around EUR -10m, which includes Purchase Price Allocation amortizations. In the preliminary Purchase Price Allocation a total goodwill of EUR 103m was calculated. Goodwill arising from the acquisitions is attributable to the value of staff, know-how and synergies expected from combining the operations of the Danfoss Group and the acquired businesses. A part of the goodwill recognized is expected to be deductible for income tax purposes. The final calculation will take place within 12 months from the acquisition date, but no material changes in the allocation of the purchase prices are expected. Revaluation done for previous year, related to Purchase Price Allocation, is included in the statement below. 86/134 Danfoss Annual Report 2019 Note 19 Acquisition and sale of subsidiaries and activities (continued) EURm The following table summarizes the consideration paid/received for acquired/sold companies, and the fair value of assets and liabilities at the closing date. Intangible assets, except goodwill Property, plant and equipment Other non-current assets, including deferred tax assets Inventories Receivables *) Cash and cash equivalents Interest-bearing debts Provisions, including deferred tax liabilities Trade and other payables Net assets acquired Recycling of foreign exchange adjustments on disposal of foreign companies Goodwill /profit on disposal Net assets, including goodwill(-)/profit on disposal Cash and cash equivalents Consideration, net of cash Change in short-term payables/ receivables / provisions Previously acquired shares (associated) Adjustment related to step-acquisition Minority interests Net cash paid(-)/received *) receivables in acquisitions includes provision for bad debt of EUR 0.2m (2018: 0.5m) 2018 Acquisitions 2019 Acquisitions 2018 Disposals 2019 Disposals -15 -1 -3 -5 -1 2 1 -22 -23 -45 1 -44 3 -41 -58 -10 -2 -8 -11 -7 14 8 13 -61 -103 -164 7 -157 1 5 9 2 -140 4 10 7 6 -1 -13 13 6 116 135 -6 129 129 87/134 Danfoss Annual Report 2019Note 20 Note 20 Acquisition / Sale of other investments EURm Purchase of shares and other securities Increase/decrease in lending 2018 -4 -9 -13 2019 37 37 Purchase of shares and other securities in 2018 is primarily related to the purchase of shares in the associated company Leanheat Oy. In 2019 Danfoss acquired the remaining shares of Leanheat Oy, further information is provided in Note 19 Acquisition and sale of subsidiaries and activities. 88/134 Danfoss Annual Report 2019Note 21 Note 21 Change in liabilities arising from financing activities EURm Carrying amount as of January 1, 2018 Cash repayment Cash proceeds Acquisitions and disposal of lease liabilities Other Carrying amount as of December 31, 2018 Adoption of IFRS 16 Cash repayment Lease payments Cash proceeds Acquisitions of subsidiaries Acquisitions and disposal of lease liabilities Reclassification Other Carrying amount as of December 31, 2019 Short-term borrowings Long-term borrowings 92 -395 341 5 13 56 52 -423 -59 383 10 28 30 -1 76 1,023 -421 410 11 -16 1,007 90 -604 601 4 25 -30 1,093 TOTAL 1,115 -816 751 16 -3 1,063 142 -1,027 -59 984 14 53 -1 1,169 Lease payments are the principal portion of lease liabilities and presented under cash flows from financing activities in the Statement of Cash Flows. The Group's other change in liabilities arising from financing activities in 2018 mainly consists of foreign exchange adjustments and short-term and long-term borrowings reclassification.. 89/134 Danfoss Annual Report 2019Note 22 Note 22 Contingent liabilities, assets and security EURm SECURITY Carrying amount of land and buildings pledged as security for bank loans and mortgages Leasing assets pledged as security for leasing commitments Carrying amount of interest-bearing liabilities with security in assets 2018 123 53 126 2019 140 184 265 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 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. CONTRACTUAL OBLIGATIONS Service contract commitment other than leases Inventories Property, plant and equipment Purchase commitments 2018 47 140 44 231 2019 85 166 37 288 90/134 Danfoss Annual Report 2019Note 23 Note 23 Leases EURm LESSEE Lease liabilities are presented in borrowings of the Statement of Financial Position as follows: Current Non-current 2018 6 48 2019 48 146 The Group mainly leases buildings and cars. Lease payments are generally fixed. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected in the Statement of Financial Position as a right-of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to property, plant and equipment, see Note 8 Property, plant and equipment. Each lease contract generally restricts the use of the right-of-use assets to the Group. Some lease contracts contain an option to extend the lease period or terminate the lease before the lease term. Management assesses weather or not it is reasonably certain that the option will be exercised after considering all relevant facts and circumstances. The Group has decided not to recognize a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. The expenses related to payments not included in the measurement of the lease liability are below EUR 8m. At December 31, 2019, the Group had committed to leases not yet commenced. The total future cash outflows for leases that had not yet commenced are EUR 64m, which mainly is for buildings. Total cash outflow for leases for the financial year ended December 31, 2019, was EUR 66m (2018: 66m). Further information on lease payment, interest expense on lease liabilities, additions, depreciation charge, carrying amount of right-of-use assets and maturity analysis of lease liabilities is provided in Note 21 Change in liabilities arising from financing activities, Note 5 Financial expenses, Note 8 Property, plant and equipment and Note 15 Financial risks and instruments. 91/134 Danfoss Annual Report 2019Note 24 Note 24 Related parties EURm Danfoss A/S’ related parties comprise the Bitten & Mads Clausen's Foundation and other shareholders with significant ownership interests, cf. Note 11 Share capital, as well as subsidiaries, associates, joint ventures, the Board of Directors and the Group Executive Team. Further, related parties comprise companies, in which the above-mentioned persons have controlling interest, joint controlling interests, or significant influence. BITTEN & MADS CLAUSEN's FOUNDATION, OTHER SHAREHOLDERS AND OTHER RELATED COMPANIES The Bitten & Mads Clausen's Foundation, which holds 47.33% of the shares in Danfoss A/S and controls 86.11% of the voting power, has the controlling influence. In the financial year, a limited number of transactions have taken place between the Bitten & Mads Clausen's 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 EUR 3.3m (2018: 3.3m). In the financial year, the Bitten & Mads Clausen's Foundation sold shares in Danfoss A/S at a value of EUR 58m back to the company (2018: 246m). Around 95% of Danfoss A/S' dividend payments are related to the Bitten & Mads Clausen's Foundation and shareholders from the Clausen family. BOARD OF DIRECTORS AND GROUP EXECUTIVE TEAM In the financial year, no transactions took place with the Board of Directors and Group Executive 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 2023. The rent payment amounted to EUR 0.2m in 2019 (2018: 0.2m). Besides that, companies in which Mads-Peter Clausen and Jørgen M. Clausen have significant ownership interests, have sold goods and services of less than EUR 0.7m (2018: 0.7m) to the Danfoss Group. All transactions were performed on an arm's length basis. For further information about the salaries of the Board and Group Executive Team, see Note 2 Expenses and other operating income, section A. Personnel expenses. TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES Sales of goods and services Purchases of goods and services 2018 44 15 2019 40 16 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 15 Financial risks and instruments. 92/134 Danfoss Annual Report 2019Note 25 Note 25 Events after the balance sheet date Subsequent to December 31, 2019, on January 21, 2020, Danfoss announced the agreement to acquire Eaton's hydraulics business for a cash purchase price of USD 3,3bn. The transaction is subject to customary closing conditions and regulatory approvals and it is expected to close toward the end of the year. The Eaton's hydraulics business has approximately 11.000 employees and had 2019 sales of approximately EUR 2bn. The acquisition will be fully financed with debt. An acquisition credit facility has been established with a group of Danfoss’ core banks for that purpose and subsequent to closing, Danfoss intends to refinance a part of this credit facility in the debt capital markets. Danfoss intends to maintain a robust capital structure and aims for a capital and financing structure that is compatible with a BBB credit rating. Following the announcement Danfoss' BBB credit rating was reaffirmed but with a negative outlook from a stable outlook prior to the announcement. 93/134 Danfoss Annual Report 2019Note 26 Note 26 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, 2019, comprises the Consolidated Financial Statements of Danfoss A/S and its subsidiaries (the Group). The Consolidated Financial Statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and further requirements in the Danish Financial Statements Act. The Annual Report is presented in EUR, rounded to nearest million unless otherwise indicated. The functional currency of the Parent Company is DKK. 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, contingent considerations from business combinations 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 2019. IFRS 16 Leases: The Group as a lessee recognizes a right-of-use asset and a lease liability for lease contracts entered into on or after 1 January 2019. The Group depreciates the right-of-use assets on a straight-line basis and assesses the right-of-use asset for impairment when such indicators exist. The Group measures the lease liability at the present value of unpaid lease payments at that date, discounted using the incremental borrowing rate. Subsequent to initial measurement, the liability will be reduced with payments made and increased with interest. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset or profit and loss if the right-of- use asset is already reduced to zero. The Group has decided to recognize short-term leases and leases of low-value assets as an expense in profit or loss. In the Statement of Financial Position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in borrowings. The Group has adopted the new accounting pronouncements which have become effective this year, and are as follows: IFRS 16 ‘Leases’ replaces IAS 17 ‘Leases’ along with three Interpretations (IFRIC 4 ‘Determining whether an Arrangement contains a Lease’, SIC 15 ‘Operating Leases-Incentives’ and SIC 27 ‘Evaluating the Substance of Transactions Involving the Legal Form of a Lease’). The adoption of this new Standard has resulted in the Group recognizing a right-of-use asset and related lease liability in relation to all former operating leases except for those identified as low- value or having a remaining lease term of less than 12 months from the date of initial application. The new Standard has been applied using the modified retrospective approach, with the cumulative effect of adopting IFRS 16 being recognized in equity as an adjustment to the opening balance of retained earnings for the current period. Prior periods have not been restated. has not applied IFRS 16 to arrangements that were previously not identified as lease under IAS 17 and IFRIC 4. The Group has benefited from the use of hindsight for determining the lease term when considering options to extend and terminate leases. The Group has decided not to include initial direct costs in the measurement of the right-of-use asset for existing operating leases at the date of initial application of IFRS 16, being 1 January 2019. At this date, the Group has decided to measure the right-of-use assets of buildings as if the standard had been applied since the commencement date of the lease, the present value for leased buildings had been calculated as per commencement date and the right-of-use asset had been depreciated until implementation date 1 January 2019. For leased assets other than buildings, the Group has decided to measure the right-of-use assets at an amount equal to the lease liability adjusted for any prepaid or accrued lease payments that existed at the date of transition. Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Group has relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of IFRS 16. On transition for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for leases of low-value assets, the Group has applied the optional exemptions to not recognize right-of-use assets but to account for the lease expense on a straight-line basis over the remaining lease term. For leases previously classified as finance leases, the right-of-use asset and lease liability are measured at the date of initial application at the same amounts as under IAS 17 immediately before the date of initial application. The following is a reconciliation of the financial statement line items from IAS 17 to IFRS 16 at January 1, 2019: Re- December measure- ment 31, 2018 January 1, 2019 Property, plant and equipment Borrowings Other reserves Deferred tax assets 1,169 1,063 2,301 88 135 142 5 2 1,304 1,205 2,296 90 The following is a reconciliation of total operating lease commitments at December 31, 2018 (as disclosed in the Financial Statements to December 31, 2018) to the lease liabilities recognized at January 1, 2019: December 31, 2018 Operating lease commitments disclosed as at December 31, 2018 Recognition exemptions: Leases of low-value assets Leases with remaining lease term of less than 12 months Uncommitted lease payments 153 -1 -1 13 Operating lease liabilities before discounting 164 Discounted using incremental borrowing rate -22 Operating lease liabilities Finance lease liabilities recognized as at December 31, 2018 142 54 Total lease liabilities recognized under IFRS 16 at January 1, 2019 196 94/134 For contracts in place at the date of initial application, the Group has decided to apply the definition of a lease from IAS 17 and IFRIC 4 and On transition to IFRS 16, the weighted average incremental borrowing rate applied to lease liabilities recognized under IFRS 16 was 5.0%. Danfoss Annual Report 2019 Note 26 Basis for preparation and accounting policies (continued) New financial reporting regulations IFRIC 23 Uncertainty over income tax treatments: The interpretation clarifies that it must be determined whether each tax position is to be considered individually or collectively with other uncertain tax positions. The assessment should be based on the assumption that tax authorities have full knowledge of all relevant circumstances and, therefore, the assessment should assume full detection risk. This determination may be based on e.g. how tax statements are prepared, or how the enterprise expects tax authorities to treat the uncertain tax positions. The uncertain tax position must be recognized if it is probable that the uncertain tax position will affect the enterprise’s future tax payments or refunds. The uncertain tax position must be measured so as to better reflect the receivable/liability and the related uncertainty. The Management has assessed that IFRIC 23 will not have any material impact for the Group. A number of issued, but not yet effective, standards and interpretations have been published, which have not been adopted early by Danfoss A/S in the preparation of the 2019 Annual Report. The Group has assessed these standards and interpretations and conclude they are not expected to have a material impact on the Group. - Amendments to IFRS 3 Definition of a Business - Amendments to IAS 1 and IAS 8 Definition of Material - Conceptual Framework for Financial Reporting 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 holds more than 50% of the voting rights, or otherwise controls 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 the accounting policies of Danfoss A/S. 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, intragroup income and expenses, shareholdings, intra-group balances and dividends and realized and unrealized 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. 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 companies included in the Group are disclosed in the section “Group Companies”. 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. 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, if material. Subsequently, goodwill is not adjusted. Changes in estimates of contingent consideration are recognized directly in the income statement. Any excess of the cost over the fair value of the identifiable assets and liabilities, including contingent liabilities, 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 flow, in accordance with the structure in the internal financial reporting. Such cash flow does 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. Business combinations Newly acquired or established companies are recognized in the Consolidated Financial If uncertainty exists at the acquisition date concerning the identification or measurement of acquired assets, liabilities or contingent liabilities, Minority interests On initial recognition, minority interests are measured either at fair value or at their 95/134 Danfoss Annual Report 2019Note 26 Basis for preparation and accounting policies (continued) 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. On recognition in the Consolidated Financial Statements of companies with a functional currency other than EUR, 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. 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 EUR, 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 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 from contracts with customers The Group is selling products and services in areas such as refrigeration, air conditioning, heating, motor control, and off-highway machinery. Net sales of products for resale and finished goods are recognized in the income statement when control of the products has been transferred to the customer. Control is transferred when the products are delivered, which occurs when the Group has objective evidence that all criteria for transfer of risk has been satisfied. Sales are only recognized to the extent that it is highly probable that a significant reversal will not occur. Products are often sold with retrospective volume discounts. Net sales are measured at the fair value of the consideration agreed, excluding VAT, duties and discounts in relation to the sale. Accumulated experience is used to estimate variable considerations (expected value method). The validity of assumptions and estimates are reassessed at each reporting date. Because of historical accurate estimates, it is highly probable that a significant reversal in the cumulative revenue recognized will not occur. Related service income is recognized in the income statement as the services are rendered. Accordingly, the recognized sale corresponds to the sales value of the work performed during the year. This is determined based on the actual costs incurred relative to the total expected costs. 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. or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. A receivable is recognized when the products are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due. The Group’s obligation to repair or replace faulty products under the standard warranty terms is recognized as a provision. 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. Research and development cost Research and development costs include costs that do not qualify for capitalization, including costs like wages and salaries and consumables. 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. The Group’s standard payment terms is 30 days, net from the date of invoice or current month +15 days, however there may be country-specific deviations from the standard payment terms. The Group does not expect to have any contracts where the period between the transfer of the promised products 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, employee-termination expenses and 96/134 Danfoss Annual Report 2019Note 26 Basis for preparation and accounting policies (continued) government grants. Government grants related to income are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants related to purchase of property, plant and equipment are deducted at the carrying amount of the asset. 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 that are valued through the income statement, 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 leases and gains and losses on derivative financial instruments, which are not designated as hedging arrangements. 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 8 years. Development projects in progress are not amortized, but 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 amount at the selling date. Gains or losses are recognized in the income statement under ‘Other operating income and 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. 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 10-30 years 4-8 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 and expenses’. The cost of leased assets capitalized is recognized at the lease commencement date at the present value of the future lease payments. For the calculation of the net present value, the incremental borrowing rate is used as discount rate. They are depreciated and amortized like other property, plant and equipment. Leased assets with low value or lease term less than 12 months are expensed over the lease period on a straight-line basis. 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. 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 97/134 Danfoss Annual Report 2019Note 26 Basis for preparation and accounting policies (continued) 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. Securities are measured at fair value through the income statement. 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 based on the simplified approach to providing for expected credit losses, which requires expected lifetime losses to be recognized from initial recognition of receivables. Impairment losses are calculated as the difference between the 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. statement when the gain or loss on disposal is recognized. 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 transferred to inventories. The recognized changes in the fair value are recognized in the hedging reserve under equity. Currency 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 of foreign companies’. 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 Reserve for own shares The reserve for own 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 sold based on warranty costs incurred in the financial year and in previous years. 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. 98/134 Danfoss Annual Report 2019Note 26 Basis for preparation and accounting policies (continued) 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 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. 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 assets is recognized in the balance sheet under pension and healthcare obligations. 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, other than derivatives Financial liabilities are initially recognized at fair value less transaction costs. Subsequently, they are measured at 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 minus the cumulative amortization of any difference between cost and nominal amount. Any capitalized residual obligation on 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. Pension and healthcare costs for the year are recognized in the income statement based on actuarial estimates and financial expectations 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 occurs in the balance sheet. 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. 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. 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. 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. In the course of conducting business globally, transfer pricing disputes with tax authorities may occur and management judgment is applied to assess the possible outcome of such disputes. The most probable outcome is used as measurement method. 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 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. 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 99/134 Danfoss Annual Report 2019Difinition of financial ratio Note 26 Basis for preparation and accounting policies (continued) 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. 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. The majority of the Group’s buildings are recognized under Other areas in the segment reporting, as buildings are managed and operated by a real-estate unit. The segments are instead charged with rent/lease expenses for the use of these assets. Current assets are those current assets which are used directly for segment operations, including inventories and trade receivables. Segment liabilities comprise both non-current and current liabilities derived from segment operations, including trade payables and warranty obligations as well as other provisions. Lease payments are recognized under segment expenses. Capitalized lease assets and lease liabilities, and related depreciations and interest are recognized in Other areas. Relevant adjustments are made in Other areas to eliminate for lease payments in segments. Trade between segments takes place on market terms or on a cost recovery basis. Financial ratios and key figures Earnings per share (EPS) and diluted earnings per share (DEPS) are calculated in accordance with IAS 33. EBITA is used as the primary performance measure by the Group. 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 leases capitalized 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, lease payment, 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. 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, other receivables and payables, cash and interest-bearing liabilities. EBITA Profit before interest, taxes, profit from associates & joint ventures and amortization, gains and losses related to acquisitions and divestments EBITDA margin Operating profit (EBIT) before depreciation, amortization, impairment and profit from associates & joint ventures /Net sales 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 EBITA margin excluding other operating income, etc. Operating profit (EBIT) before acquisition-related amortization other operating income and expenses and profit from associates & joint ventures /Net sales EBITA margin EBITA /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 The financial ratios in the Annual Report are calculated in the following manner: Return on Invested Capital (ROIC) after tax EBIT after tax/average invested capital excluding tax Local currency growth Sales growth adjusted for exchange rate translation effects 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 Free operating cash flow Cash flow from operating and investing activities before acquisition of subsidiaries, proceeds from disposal of subsidiaries and acquisitions/sales of other investments, financial items, taxes, but including lease payments (IFRS16). Free operating cash flow after financial items and tax Cash flow from operating and investing activities before acquisition of subsidiaries, proceeds from disposal of subsidiaries and acquisitions/sales of other investments but including lease payments (IFRS16). Free cash flow Cash flow from operating and investing activities including lease payments (IFRS16). 100/134 Danfoss Annual Report 2019Note 27 Note 27 Critical accounting estimates 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 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 due to changes in the global economic situation and changes in the strategy of the Group. 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 gain or 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 Note 7 Intangible assets and Note 8 Property, plant and equipment. Measurement of recognized tax assets and liabilities 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 13 Deferred tax assets and liabilities for unrecognized deferred tax assets. In the course of conducting business globally, transfer pricing disputes with tax authorities may occur and Management judgment is applied to assess the possible outcome of such disputes. The most probable outcome is used as measurement method, and Management believes that the provision made for uncertain tax positions not yet settled with local authorities is adequate. However, the actual obligation may deviate and is dependent on the results of the litigation and settlement with the relevant tax authorities. Corporation tax is disclosed in Note 16 Corporation tax. 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 14 Pension plans and healthcare obligations. 101/134 Danfoss Annual Report 2019Note 28 Note 28 Group companies As per December 31, 2019 The companies are owned 100% by Danfoss unless otherwise stated after the company name. Danfoss A/S, Nordborg, Denmark (Parent Company) • Subsidiary • Associate or joint venture EUROPE Austria • Danfoss Gesellschaft m.b.H. Belgium • Danfoss N.V./S.A. • Danfoss Power Solutions BVBA • Hydro-Gear Europe BVBA Bulgaria • Danfoss EOOD Croatia • Danfoss d.o.o. Czech Republic • Danfoss s.r.o. Denmark • BetterHome ApS – 33% • Danfoss Compressors Holding A/S • Danfoss Distribution Services A/S • Danfoss Fire Safety A/S • Danfoss International A/S • Danfoss IXA A/S – 73% • Danfoss Power Electronics A/S • Danfoss Power Solutions ApS • Danfoss Power Solutions Holding ApS • Danfoss Power Solutions Holding II ApS • Danfoss Redan A/S • Gemina Termix Production A/S • Issab Holding ApS • Sondex A/S • Sondex Holding A/S Estonia • Danfoss AS Finland • Danfoss Power Solutions Oy Ab • Oy Danfoss Ab • Leanheat Oy • Sondex Tapiro Oy Ab • Vacon Oy • Danfoss Editron Oy France • Danfoss Commercial Compressors S.A. • Danfoss Power Solutions SAS • Danfoss S.a.r.l. Germany • BD Kompressor Holding GmbH & Co. KG – 50% (joint venture) – in liquidation • Danfoss Esslingen GmbH • Danfoss GmbH • Danfoss Power Solutions GmbH & Co. OHG • Danfoss Power Solutions Holding GmbH • Danfoss Power Solutions Informatic GmbH • Danfoss Power Solutions Parchim GmbH • Danfoss Power Solutions Parchim GmbH & Co. KG • Danfoss Power Solutions Telekontrol GmbH • Danfoss Sensors GmbH • Danfoss Silicon Power GmbH • Danfoss Werk Offenbach GmbH • Hydraulik Nord Fluidtechnik Verwaltungs GmbH • SMA Solar Technology AG – 20% • Sondex Deutschland GmbH • White Drive Products GmbH - in liquidation Great Britain • Artemis Intelligent Power Ltd. – 75% • Danfoss Limited • Danfoss Power Solutions Ltd. • Danfoss Scotland Limited • Senstronics Holding Ltd. – 50% (joint venture) • Sondex (UK) Limited Hungary • Danfoss Kft. • Sondex Höcserélök Magyarország Kft. – under voluntary liquidation Iceland • Danfoss hf. Italy • Danfoss Distribution Services S.r.l. • Danfoss Power Solutions S.r.l. • Danfoss S.r.l. Kazakhstan • Danfoss LLP Latvia • Danfoss SIA Lithuania • Danfoss UAB The Netherlands • Advitronic Engineering B.V. • Danfoss B.V. • Danfoss Power Solutions B.V. • Sondex B.V. • Sondex Holding Netherlands B.V. • Danfoss Editron B.V. Norway • Danfoss AS • Danfoss Power Solutions AS Poland • Danfoss Poland Sp. z.o.o. • Danfoss Power Solutions Sp .z.o.o. • Danfoss Saginomiya Sp. z.o.o. – 50% (joint venture) • Elektronica S.A. – 50% (joint venture) • Sondex Braze Sp. z.o.o. • Sondex Poland Sp. z.o.o. • Sondex Polska Sp. z.o.o. • Sondex Sp. z.o.o. Romania • Danfoss District Heating S.R.L. • Danfoss S.R.L. • S.C. Sondex Production S.R.L. Russia • AO Ridan • Danfoss Dzerzhinsk LLC • Danfoss LLC • Danfoss Power Solutions LLC Serbia • Danfoss d.o.o. Slovakia • Danfoss Power Solutions a.s. • Danfoss spol. s.r.o. • Sondex PHE s.r.o. – in liquidation Slovenia • Danfoss Trata d.o.o. Spain • Danfoss S.A. • Danfoss Power Solutions Telecontrol, S.L.U. • Danfoss Power Solutions S.A. 102/134 Danfoss Annual Report 2019Note 28 Group companies (continued) Sweden • Danfoss AB • Danfoss Power Solutions AB • EP Technology AB Switzerland • Danfoss AG Ukraine • Danfoss T.o.v. AFRICA-MIDDLE EAST Turkey • DAF Enerji Sanayi Ve Ticaret Anonim Sirketi • Danfoss Otomasyon ve Urunleri Tic Ltd. • Sondex-Tanpera Endustri Enerji United Arab Emirates • Danfoss FZCO – 95% • Gulf Sondex FZCO South Africa • Danfoss (Pty) Ltd. • Sondex South Africa Pty. Ltd. – 80% NORTH AMERICA Canada • Danfoss Inc. USA • Daikin-Sauer-Danfoss America LLC – 45% • Danfoss LLC • Danfoss Power Solutions Inc. • Danfoss Silicon Power LLC • Danfoss Power Solutions (US) Company • Danfoss Power Solutions Work Function, LLC • Hydro-Gear Inc. – 60% • Hydro-Gear Limited Partnership – 60% • Hydro-Gear of Indiana, LLC • Polaris Plate Heat Exchangers, LLC • Sondex Equipment Holding Co., LLC • Sondex, Inc. • Sondex Properties, Inc. • UQM Properties, Inc. • UQM Technologies, Inc. • White Hydraulics, Inc. LATIN AMERICA Argentina • Danfoss S.A. Brazil • Danfoss do Brasil Indústria e Comércio Ltda. • Danfoss Power Solutions Indústria e Comércio Electrohidráulica Ltda. • Sondex ICP Latin America Chile • Danfoss Industrias Ltda. Colombia • Danfoss S.A. Mexico • Danfoss Industries S.A. de C.V. ASIA-PACIFIC Australia • Danfoss (Australia) Pty. Ltd. • Danfoss Power Solutions Pty. Ltd. • Sondex Australia Pty. Ltd. • Sondex Engineering Pty. Ltd. P. R. of China • Danfoss Automatic Controls Management (Shanghai) Co. Ltd. • Danfoss (Anshan) Controls Co. Ltd. • Danfoss Industries Limited • Danfoss (Tianjin) Limited • Danfoss Micro Channel Heat Exchanger (Jiaxing) Co., Ltd. • Danfoss (Jiaxing) Plate Heat Exchanger Co., Ltd. • Danfoss Power Solutions (Jiangsu) Co., Ltd. • Danfoss Power Solutions Trading (Shanghai) Co., Ltd. • Danfoss Power Solutions (Zhejiang) Co., Ltd. • Danfoss (Tianjin) Fire Protection Equipment Co., Ltd. • Danfoss Shanghai Hydrostatic Transmission Co. Ltd. – 60% • Sondex (Ningbo) Plate Heat Exchanger Co., Ltd. • Sondex Heat Exchangers (Taicang) Co. Ltd. • Tau Energy Holdings (HK) Limited – in voluntary liquidation • UQM Technologies Asia Ltd. • UQM Technologies (Shanghai) Co., Ltd. • Vacon (China) Drives Co. Ltd. • Visedo (Asia) Ltd. • Zheijang Holip Electronic Technology Co. Ltd. India • Danfoss Industries Pvt. Ltd. • Danfoss Power Solutions India Pvt. Ltd. • Sondex Heat Exchangers India Pvt. Ltd. Indonesia • PT Danfoss Indonesia • PT Sondex Indonesia Iran • Danfoss Pars Private Joint Stock Company – in liquidation Japan • Daikin-Sauer-Danfoss Ltd. – 45% • Danfoss Power Solutions Ltd. Malaysia • Danfoss Industries Sdn. Bhd. • Sondex Heat Exchangers Malaysia Sdn. Bhd. New Zealand • Danfoss (New Zealand) Ltd. Philippines • Danfoss Inc. Singapore • Danfoss Industries Pte. Ltd. • Danfoss Power Solutions Pte. Ltd. South Korea • Danfoss Korea Ltd. • Danfoss Power Solutions Ltd. Taiwan • Danfoss Co. Ltd. Thailand • Danfoss (Thailand) Co. Ltd. 103/134 Danfoss Annual Report 2019Parent Accounts and notes Parent Accounts and notes In the future, intelligent buildings will play an active part in the energy system, consuming less energy when energy is expensive to produce. The outcome is high energy efficiency, a lower energy bill and reduced carbon emissions from buildings. Danfoss is part of the EnergyLab Nordhavn in Denmark. The mission is to demonstrate and analyze the technical and economic advantages of intelligent control of the components and systems that provide heating and cooling inside the buildings. 104/134 Danfoss Annual Report 2019Management’s Review for Danfoss A/S Management’s Review for Danfoss A/S (Part of Management’s Review) The profit after tax in 2019 was EUR 149m against EUR 259m the previous year. Equity was EUR 2,896m at the end of 2019 against EUR 2,886m at the end of 2018. 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 2020 to be on a level with the 2019 figures, and the company expects to report a profit in 2020. 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 many of the Danfoss’ Danish activities and therefore includes a number of Danfoss’ Danish factories and Group functions. Danfoss A/S had 2,869 employees at the end of 2019. The profit before other operating income and expenses was EUR 78m against EUR 72m in 2018. The company’s operating profit was EUR 68m against EUR 65m the previous year. Financial income and expenses decreased from a net income of EUR 93m against a net income of EUR 212m in 2018, mainly because 2018 was positively impacted by a gain on disposal of subsidiaries. 105/134 Danfoss Annual Report 2019Incom statement M Income statement January 1 to December 31 EURm 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 1 2 3 4 2018 1,248 -1,004 244 2019 1,283 -1,016 267 -35 -87 -50 72 -7 65 258 -46 277 -18 259 80 179 259 -35 -94 -60 78 -10 68 148 -55 161 -12 149 80 69 149 106/134 Danfoss Annual Report 2019Statement of comprehensive income M Statement of comprehensive income January 1 to December 31 EURm NET PROFIT OTHER COMPREHENSIVE INCOME Foreign exchange adjustments on translation of DKK into EUR Fair value adjustment of hedging instruments: Hedging transferred to financial expenses in the income statement Items that can be reclassified to profit or loss OTHER COMPREHENSIVE INCOME AFTER TAX TOTAL COMPREHENSIVE INCOME 2018 259 -10 -1 -11 -11 248 2019 149 -1 -1 -1 148 107/134 Danfoss Annual Report 2019 Statement of financial positiont M Statement of financial position As of December 31 EURm 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 Other receivables RECEIVABLES CASH AND CASH EQUIVALENTS TOTAL CURRENT ASSETS TOTAL ASSETS e t o N 5 6 7 9 2018 2019 218 251 3,831 3,831 4,300 90 38 91 313 30 472 25 587 4,887 240 277 3,281 3,281 3,798 104 36 90 878 19 1,023 83 1,210 5,008 108/134 Danfoss Annual Report 2019Statement of financial position As of December 31 EURm LIABILITIES AND SHAREHOLDERS’ EQUITY SHAREHOLDERS’ EQUITY LIABILITIES Provisions Deferred tax liabilities Pension and healthcare benefit plan obligations Borrowings Other non-current debt NON-CURRENT LIABILITIES Provisions Borrowings Trade payables Trade payables to subsidiaries Borrowings from subsidiaries 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 9 8 9 9 10 9 2018 2,886 49 31 2 951 18 1,051 10 11 183 15 615 2 10 9 95 950 2,001 4,887 2019 2,896 46 38 2 959 21 1,066 9 16 163 41 709 3 2 2 101 1,046 2,112 5,008 109/134 Danfoss Annual Report 2019 Statement of cash flows M Statement of cash flows January 1 to December 31 EURm Profit before tax Adjustments for non-cash transactions Change in working capital Interest received Interest paid Dividends received 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 Proceeds from disposal of subsidiaries Cash repayment of (-)/cash proceeds from loans to subsidiaries Acquisition (-)/sale of other investments, etc. CASH FLOW FROM INVESTING ACTIVITIES Cash repayment of interest-bearing debt 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 The cash flow statement cannot be derived on the basis of the Annual Report alone. e t o N 11 10 12 12 2018 277 -150 20 55 -24 124 -20 282 -54 -28 1 -114 153 730 -1 687 -751 692 -556 -249 -80 -944 25 25 2019 161 -49 18 18 -13 124 -13 246 -42 -43 -35 -13 -133 -985 974 94 -60 -78 -55 58 25 83 110/134 Danfoss Annual Report 2019Statement of changes in equity t n e m p o l e v e d r o f e v r e s e R d e z i l a t i p a c n w o e v r e s e R s e r a h s -68 l a t i p a c e r a h S 134 e r a h S i m u m e r p 10 i g n g d e H s e v r e s e r 1 -1 -1 -1 134 10 134 10 -248 -248 -316 -60 -60 -376 s t c e j o r p 61 32 32 93 37 37 s e v r e s e r r e h t O s e v r e s e R 2,747 2,741 179 -32 -10 -10 137 1 1 2,885 69 -37 -1 -1 31 2 2 179 -10 -1 -11 168 1 -248 -247 2,662 69 -1 -1 68 2 -60 -58 130 2,918 2,672 Statement of changes in equity EURm BALANCE AS OF JANUARY 1, 2018 Net profit Software development costs Currency translation adjustments Fair value adjustment of hedging instruments Total other comprehensive income Total comprehensive income for the period Dividends to shareholders Purchase of treasury shares Total transactions with owners BALANCE AS OF DECEMBER 31, 2018 Net profit Software development costs Currency translation adjustments Total other comprehensive income Total comprehensive income for the period Dividends to shareholders Purchase of treasury shares Total transactions with owners BALANCE AS OF DECEMBER 31, 2019 For further information on Share capital, see Note 11 Share capital, in Group section. d e s o p o r P s d n e d i v i d 81 80 80 -81 -81 80 80 80 -80 -80 80 y t i u q e l a t o T 2,966 259 -10 -1 -11 248 -80 -248 -328 2,886 149 -1 -1 148 -78 -60 -138 2,896 111/134 Danfoss Annual Report 2019 Notes content M Notes Note 1 Net sales, 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 Change in liabilities arising from financing activities Note 13 Contingent liabilities, assets and security Note 14 Leases Note 15 Related parties Note 16 Events after the balance sheet date Note 17 General accounting policies for Danfoss A/S Note 18 Significant accounting estimates for Danfoss A/S 112/134 Danfoss Annual Report 2019Note 1 M Note 1 Net Sales, expenses and other operating income EURm A. NET SALES Sale of goods Sale of services to Group members Sales of services to Group members mainly includes services sold in relation to Group functions. B. PERSONNEL EXPENSES Salaries and wages Severance payments Social security Pension cost - Defined contribution plans Average number of employees Total number of employees as of end of the year Remuneration to Group Executive Team and Board of Directors: Salaries Pension costs Bonuses Group Executive Team Board of Director's fee Total Total remuneration for registered members of Executive Management amounts to EUR 10m (2018: 9m). 2018 1,000 248 1,248 2018 251 8 2 20 281 2,841 2,905 2018 4 1 7 12 1 13 2019 1,046 237 1,283 2019 256 1 2 21 280 2,863 2,869 2019 4 1 8 13 1 14 113/134 Danfoss Annual Report 2019Note 1 Net Sales, expenses and other operating income EURm C. DEPRECIATION/AMORTIZATION AND IMPAIRMENT LOSSES Classification by nature: Amortization of intangible assets Depreciation of property, plant and equipment Depreciation/amortization and impairment losses Classification of amortization/impairment of intangible assets by functions: Cost of sales Selling and distribution costs Administrative expenses Other operating expenses D. OTHER OPERATING INCOME AND EXPENSES Other Other operating income Restructuring costs Other Other operating expenses Other operating income and expenses E. FEES TO AUDITORS APPOINTED AT THE ANNUAL GENERAL MEETING Audit fee Other assurance engagements fee Tax and VAT advice Other fees Total fee to Group Auditor 2018 2019 15 27 42 12 2 1 15 23 37 60 21 2 23 2018 2019 2 2 -8 -1 -9 -7 1 1 -1 -10 -11 -10 2018 2019 1 0 0 1 2 1 0 0 1 2 Fees for services other than the statutory audit of the Financial Statements provided by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PricewaterhouseCoopers Denmark) amounted to EUR 0.9m (2018: 1.2m). Services other than statutory audit of the Financial Statements comprise services relating to transfer pricing, tax audits, due diligence and agreed-upon procedures, as well as accounting advice. 114/134 Danfoss Annual Report 2019Note 2-3 M Note 2 Financial income EURm Dividend from subsidiaries and associates/joint ventures Interest from subsidiaries Reversal of impairment/gain on disposal of subsidiaries and associates/joint ventures Interest from banks, etc. Interest on financial assets measured at amortized cost Note 3 Financial expenses EURm Interest to banks, etc. Foreign exchange losses, net Impairment/loss on disposal of subsidiaries and associates/joint ventures Interest to subsidiaries Impairment/loss on loans Interest expense for leasing arrangements Interest on financial liabilities measured at amortized cost In Foreign exchange losses, net are included fair value hedge impact of EUR 4m (2018: -21m). 2018 2019 124 62 71 1 258 63 124 22 1 1 148 23 2018 2019 -24 -8 -6 -8 -46 -32 -12 -7 -17 -6 -12 -1 -55 -18 115/134 Danfoss Annual Report 2019Note 4 M Note 4 Tax on profit EURm 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 Effective tax rate Tax on profit (income statement) Total taxes 2018 -31 8 5 -18 22.0% -4.9% -9.8% 0.9% -1.7% 6.5% 2018 -18 -18 2019 -15 -2 5 -12 22.0% 4.1% -16.8% 1.6% -3.1% 7.8% 2019 -12 -12 116/134 Danfoss Annual Report 2019Note 5 Intangible assets EURm Cost as of January 1, 2018 Transfers Additions Disposals Cost as of December 31, 2018 Amortization and impairment losses as of January 1, 2018 Transfers Amortization Disposals Amortization and impairment losses as of December 31, 2018 Carrying amount as of December 31, 2018 Cost as of January 1, 2019 Addition through merger with subsidiaries Transfers Additions Disposals Cost as of December 31, 2019 Amortization and impairment losses as of January 1, 2019 Transfers Amortization Disposals Amortization and impairment losses as of December 31, 2019 Carrying amount as of December 31, 2019 Note 5 M Internally developed software Patents, trademarks and other rights Goodwill Development costs Total Other TOTAL 64 64 64 64 3 67 67 168 -35 54 -1 186 63 -20 11 -1 53 133 186 35 42 -2 261 53 22 21 -2 94 167 32 35 67 22 20 4 46 21 67 -35 32 46 -22 2 26 6 14 -3 11 14 -3 11 11 11 11 11 214 54 -4 264 99 15 -4 110 154 264 42 -2 304 110 23 -2 131 173 278 54 -4 328 99 15 -4 110 218 328 3 42 -2 371 110 23 -2 131 240 Of the "internally developed software" approximately 60% relates to the One ERP Program described in the Management's review for Group, page 37. IMPAIRMENT TESTS Goodwill in Danfoss A/S of EUR 67m (2018: 64m) is mainly a consequence of Danfoss A/S having merged with other Danish subsidiaries, in particular the merger with DEVI A/S in 2010. At the end of 2019, impairment tests have been performed on the carrying amount of goodwill (assets with indefinite useful lives). The impairment tests were perfomed 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 at 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 2018. 117/134 Danfoss Annual Report 2019Note 6 M Note 6 Property, plant and equipment EURm Cost as of January 1, 2018 Foreign exchange adjustments Transfers Additions Disposals Cost as of December 31, 2018 Depreciation and impairment losses as of January 1, 2018 Foreign exchange adjustments Depreciation Disposals Depreciation and impairment losses as of December 31, 2018 Carrying amount as of December 31, 2018 Cost as of January 1, 2019 Accounting policy change Transfers Additions Disposals Cost as of December 31, 2019 Depreciation and impairment losses as of January 1, 2019 Depreciation Disposals Depreciation and impairment losses as of December 31, 2019 Carrying amount as of December 31, 2019 The right-of-use assets included in property, plant and equipment are presented below. Carrying amount related to right-of-use assets as of January 1, 2019 Accounting policy change Additions Depreciation Carrying amount related to right-of-use assets as of December 31, 2019 Land and buildings Plant and machinery Equipment Assets under construction TOTAL 269 -1 10 3 281 171 8 179 102 281 7 4 8 -6 294 179 8 -6 181 113 300 -1 18 -5 312 265 -1 10 -5 269 43 312 7 8 -8 319 269 13 -8 274 45 97 2 18 -1 116 35 9 -1 43 73 116 6 13 -8 127 43 16 -7 52 75 40 -30 23 33 33 33 -11 22 44 44 706 -2 44 -6 742 471 -1 27 -6 491 251 742 13 51 -22 784 491 37 -21 507 277 Land and buildings Equipment TOTAL 7 -1 6 16 6 7 -9 20 16 13 7 -10 26 118/134 Danfoss Annual Report 2019Note 7 M Note 7 Investments EURm Costs as of January 1 Foreign exchange adjustments, etc. Additions Disposals Costs as of December 31 Adjustments as of January 1 Reversed impairment Impairment for the year Adjustments as of December 31 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 2,623 -8 114 -83 2,646 -56 1 -6 -61 l s e b a v e c e R i i s e i r a d i s b u s m o r f 665 269 934 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 316 -2 314 -5 -5 Carrying amount as of December 31 2,585 934 309 2018 L A T O T 3,622 -10 384 -83 3,913 -77 1 -6 -82 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 2,646 -2 35 -2 2,677 -61 -17 -78 l s e b a v e c e R i i s e i r a d i s b u s m o r f 934 -565 369 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 314 314 -5 1 -4 3,831 2,599 369 310 2019 L A T O T 3,913 -2 35 -567 3,379 -82 1 -17 -98 3,281 s t n e m t s e v n i 19 r e h t O 19 -16 -16 3 r e h t O s t n e m t s e v n i 18 1 19 -16 -16 3 Where indicators for impairment were present at the end of 2019, impairment tests were performed on the carrying amount of "Investments in subsidiaries, 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 valuation of the subsidiaries, associates and joint ven- tures is compared with their carrying amount. The principles are unchanged compared to the impairment tests performed in 2018. Additions for the year to "Investments in subsidiaries" is mainly related to the acquisition of Danfoss Scotland Limited. Impairment losses for the year on "Investments in subsidiaries" of EUR 17m mainly relates to Sondex Holding A/S. The impairment is caused by a lower valuation of the entity due to large dividend payments in recent years. Impairment losses/reversed impairment are reported as financial expenses/financial income. Additions for 2018 to "Investments in subsidiaries" is mainly the acquisition of Danfoss Power Solutions companies relating to the simplification of Danfoss Group legal structure. Disposal for the year of "Investments in subsidiaries" mainly relates to the sales of Danfoss Värmepumpar AB. Impairment losses for 2018 on "Investments in subsidiaries" of EUR 6m mainly relates to Danfoss IXA A/S and Advitronics Engineering B.V. The impairment losses are mainly due to low earnings in the entities during recent years. Impairment losses/reversed impairment are reported as financial expenses/financial income. Further information on subsidiaries, associates and joint ventures is provided in Note 2 Financial income, Note 3 Financial expenses, Note 9 Financial risks and instruments, and Note 15 Related parties. 119/134 Danfoss Annual Report 2019 Note 8 M Note 8 Deferred tax EURm 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 Property, plant and equipment and financial 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 2018 -39 8 -31 2019 -31 -5 -2 -38 2018 Deferred tax asset 2019 Deferred tax asset 12 -12 0 12 15 -27 0 Deferred tax liability Deferred tax liability 3 16 3 16 5 43 -12 31 32 13 2 13 5 65 -27 38 Of the deferred tax liability of EUR 38m (2018: 31m), EUR 5m (2018: 5m) can be attributed to tax relating to joint taxation with foreign subsidiaries in previous years. Danfoss A/S has deferred tax liabilities concerning temporary differen- ces in foreign subsidiaries and associates and joint ventures of EUR 5m (2018: 3m). The liabilities are not recognized, because Danfoss A/S decides on their utilization and it is likely that the liabilities will not be recognized in the forsee- able future. 120/134 Danfoss Annual Report 2019Note 9 M Note 9 Financial risks and instruments EURm FINANCIAL INSTRUMENTS Below are relevant financial instrument specifications regarding Danfoss A/S. A description of financial risks can be found in the Group section see Note 15 Financial risks and instruments, to which reference is made. DANFOSS A/S' DEBT CATEGORIES AND MATURITIES Bank debt and corporate bond Mortgage debt 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. i g n y r r a C t n u o m a l a u t c a r t n o C w o l f h s a c 888 59 615 15 183 15 2 9 1,786 935 61 615 16 183 15 2 9 1,836 2018 5 r e v O s r a e y 388 60 Maturity ) * s r a e y 5 - 1 530 1 11 542 448 r a e y 1 - 0 17 615 5 183 15 2 9 846 i g n y r r a C t n u o m a l a u t c a r t n o C w o l f h s a c 882 69 709 24 163 41 3 2 1,893 917 74 709 25 163 41 3 1,932 2019 5 r e v O s r a e y 251 73 Maturity ) * s r a e y 5 - 1 648 1 14 663 324 r a e y 1 - 0 18 709 11 163 41 3 945 The maturity analysis is based on all non-discounted cash flow, including estimated interest payments. Interest payments are estimated according to existing market conditions. The non-discounted cash flow from derivative financial instruments is presented in gross amounts, unless the parties have a contractual right or obligation to make net settlements. THE ABOVE DEBT IS RECORDED AS FOLLOWS: Non-current liabilities Current liabilities 2018 951 835 1,786 2019 959 934 1,893 121/134 Danfoss Annual Report 2019 Note 9 Financial risks and instruments (continued) EURm FINANCIAL INSTRUMENTS BY CATEGORY FINANCIAL ASSETS: Other investment Financial assets measured at fair value in the income statement Trade receivables Trade receivables from subsidiaries Short-term loans to subsidiaries Other receivables Cash and cash equivalents Loans, receivables, cash and cash equivalents measured at amortized cost FINANCIAL LIABILITIES: Contingent consideration measured at fair value via the income statement Interest-bearing debt Debt to subsidiaries Borrowing from subsidiaries Trade payables and other debt Financial liabilities measured at amortized cost Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities Financial liabilities measured at fair value in the income statement Carrying amount 3 3 38 91 1,246 30 25 1,430 40 962 15 615 298 1,890 9 9 2018 Fair value 3 3 38 91 1,246 30 25 1,430 40 986 15 615 298 1,914 9 9 Carrying amount 3 3 36 90 878 19 83 1,106 2019 Fair value 3 3 36 90 878 19 83 1,106 37 37 975 41 709 288 2,013 2 2 1,002 41 709 288 2,040 2 2 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 at 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 par value. 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 2018. 122/134 Danfoss Annual Report 2019Note 9 Financial risks and instruments (continued) EURm FAIR VALUE HIERARCHY AS OF DECEMBER 31 FOR DANFOSS A/S FINANCIAL ASSETS: Other investments Total financial assets FINANCIAL LIABILITIES: Derivative financial instruments for the hedging of the fair value of recognized assets and liabilities Contingent consideration Interest-bearing debt Total financial liabilities 2018 2019 s e c i r p d e t o u Q t u p n i l e b a v r e s b O t u p n i l e b a v r e s b o - n o N Level 1 Level 2 Level 3 3 3 40 40 9 986 995 l a t o T 3 3 9 40 986 1,035 s e c i r p d e t o u Q t u p n i l e b a v r e s b O t u p n i l e b a v r e s b o - n o N Level 1 Level 2 Level 3 3 3 37 37 2 1,002 1,004 l a t o T 3 3 2 37 1,002 1,041 123/134 Danfoss Annual Report 2019 Note 9 Financial risks and instruments (continued) EURm FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE BASED ON LEVEL 3 Carrying amount as of January 1, assets/liabilities (-) Acquisitions Disposals/Reversals Carrying amount as of December 31 Gain/loss (-) in the income statement is recognized under other operating income and expenses, and financial income and expenses. Fair value of the majority of the the financial instruments is determined using discounted cash flow analysis. DERIVATIVES AS OF DECEMBER 31 FOR DANFOSS A/S 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 USD EUR Other currencies Forward exchange contracts Derivatives end of year -156 -329 98 s r a e y 5 d n a 1 n e e w t e b e u D 2018 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 r a e y 1 n a h t s s e l e u D l i a p c n i r p / e c i r p -56 -214 -117 n o ) - ( s s o l / n a G i t n e m j t s u d a e u a v l t e k r a m -11 -1 3 -9 -9 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 -11 -1 3 -9 -9 n o ) - ( s s o l / n a G i t n e m j t s u d a e u a v l t e k r a m -2 -1 1 -2 -2 2018 2019 -38 -2 3 -37 s r a e y 5 d n a 1 n e e w t e b e u D -37 3 -34 2019 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 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 -1 1 -2 -2 124/134 Danfoss Annual Report 2019 Note 10-11 M Note 10 Corporation tax EURm Corporation tax payable/receivable (-) as of January 1 Paid during the year Adjustments concerning previous years Current tax expenses in income statement Corporation tax payable/receivable (-) as of December 31 The above corporation tax is recorded as follows: Liabilities Note 11 Adjustment for non-cash transactions EURm 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 2018 2019 4 -20 -5 31 10 10 10 2018 42 -1 -258 46 21 -150 10 -13 -10 15 2 2 2 2019 60 -148 55 -16 -49 Depreciation/amortization and impairment includes depreciation on leased right-of-use assets. Further information on depreciation charge and lease payments is provided in Note 6 Property, plant and equipment and Note 12 Change in liabilities arising from financing activities. 125/134 Danfoss Annual Report 2019Note 12 M Note 12 Change in liabilities arising from financing activities EURm Carrying amount as of January 1, 2018 Cash repayment Cash proceeds Acquisitions of lease liabilities Reclassification Other Carrying amount as of December 31, 2018 Adoption of IFRS 16 Cash repayment Lease payments Cash proceeds Acquisitions and disposal of lease liabilities Reclassification Other Carrying amount as of December 31, 2019 Lease payments are the principal portion of lease liabilities and presented under cash flows from financing activities in the Statement of Cash Flow. Short-term borrowings Long-term borrowings 37 -335 287 4 18 11 6 -386 -7 373 -5 12 12 16 968 -416 405 11 -18 1 951 8 -592 601 -2 -12 5 959 TOTAL 1,005 -751 692 15 1 962 14 -978 -7 974 -7 17 975 126/134 Danfoss Annual Report 2019Note 13 M Note 13 Contingent liabilities, assets and security EURm SECURITY Carrying amount of land and buildings pledged as security for bank loans and mortgages Leasing assets pledged as security for leasing commitments Carrying amount of interest-bearing liabilities with security in assets 2018 101 16 75 2019 118 26 93 In connection with disposal of subsidiaries, ordinary guarantees and warranties have been issued. These guarantees and warranties are considered to have no impact on Danfoss A/S' financial position beyond what has been stated in the Annual Report. CONTINGENT LIABILITIES 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. CONTRACTUAL OBLIGATIONS Service contract commitment other than leases Inventories Property, plant and equipment Hereof commitments relating to succeeding year 2018 2019 36 43 5 72 75 48 5 87 127/134 Danfoss Annual Report 2019Note 14-15 M Note 14 Leases EURm LESSEE Lease liabilities are included as borrowings in the Statement of Financial Position as follows: Current Non-current 2018 5 11 2019 9 16 Danfoss A/S mainly leases buildings and cars. Lease payments are generally fixed. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected in the Statement of Financial Position as a right-of-use asset and a lease liability. Danfoss A/S classifies its right-of-use assets in a consistent manner to property, plant and equipment, see Note 6. Each lease contract generally restricts the use of the right-of-use asset to Danfoss A/S. Some lease contracts contain an option to extend the lease period or terminate the lease before the lease term. Management assesses whether or not it is reasonably certain that the option will be exercised after conside- ring all relevant facts and circumstances. Danfoss A/S has decided not to recognize a lease liability for short-term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. The expenses related to payments not included in the measurement of the lease liability are below EUR 5m. Total cash outflow for leases for the financial year ending December 31, 2019, was EUR 14m (2018: 10m). Further information on lease payments, interest expense on lease liabilities, additions, depreciation charge, carrying amount of right-of-use assets and maturity analysis of lease liabilities is provided in Note 3 Financial expenses, Note 6 Property, plant and equipment, Note 9 Financial risks and instruments and Note 12 Change in liabilities arising from financing activities Note 15 Related parties For more information about related parties, see Note 24 Related parties, in Group section. EURm TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES Purchases of goods and services 2018 16 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 Disposal of intangible assets and property, plant and equipment 2018 1,148 407 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. 2019 19 2019 1,179 440 128/134 Danfoss Annual Report 2019Note 16-17 M Note 16 Events after the balance sheet date Subsequent to December 31, 2019, on January 21, 2020, Danfoss announced the agreement to acquire Eaton's hydraulics business, for further information refer to Note 25 in the Group section. Note 17 General accounting policies for Danfoss A/S Danfoss A/S is a public limited company domiciled in Denmark. The Annual Report for the period January 1 to December 31, 2019, 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 EUR rounded to the nearest million. The Board of Directors and the Group Executive Team reviewed and approved the Annual Report 2019 on February 26, 2020, and it will be presented for approval at the Annual General Meeting to be held on April 17, 2020. The Annual General Meeting has the power to amend and reissue the Financial Statements. CHANGES IN ACCOUNTING POLICIES IFRS 16 Leases: Danfoss A/S as a lessee recognizes a right-of-use asset and a lease liability for lease contracts entered into on or after January 1, 2019. The following is a reconciliation of the financial statement line items from IAS 17 to IFRS 16 at January 1, 2019: Property, plant and equipment Borrowings December 31, 2018 251 962 Remeasurement 13 13 January 1, 2019 264 975 Besides the following section, the accounting policies for Danfoss A/S are the same as for the Danfoss Group. Please refer to Note 26 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 indication of impairment, an impairment test is made. If the recoverable amount is lower than cost, invest- ments 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. 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. RESERVE FOR CAPITALIZED Danfoss A/S has established a non-distributable reserve in equity regarding development projects capitalized. This reserve will be reversed as the development projects have effect on the income statements. The amount is presented net of deferred tax. 129/134 Danfoss Annual Report 2019Note 18 M Note 18 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 indication of impairment, an impairment test is made. If the recoverable amount is lower than cost, invest- ments 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. 130/134 Danfoss Annual Report 2019Stay up-to-date Stay up-to-date Visit danfoss.com Further information available on Danfoss’ website Year in review Visit the Year in review page to get the overview of the financial results for 2019. Read more Sustainability Responsibility, integrity and openness are the key values that reflect how we want to run our business. Read more Corporate governance determines how the business is managed within the legislative framework. Read more Follow us here: Financial announcements Stay updated on our financial results in the interim financial announcements. Read more www.facebook.com/danfoss www.linkedin.com/company/danfoss www.twitter.com/danfoss https://www.instagram.com/danfosscareers/ www.youtube.com/danfossgroup About this report This Annual Report 2019 is published as an electronic publication only and made available at www.danfoss.com. The Annual Report has been prepared and published in English and is released on February 27, 2020. The Annual Report has been presented in accordance with International Financial Reporting Standards as adopted by the EU and further requirements in the Danish Financial Statements Act. Tailored annual reporting Danfoss has tailored the annual report- ing towards the needs of our various stakeholders with three annual publications: 1. Annual Report 2019, which focuses on legally required information and includes the financial results for the fiscal year. 2. Sustainability Report 2019, which constitutes the Group’s “Communication on Progress” (COP) under the UN Global Compact and provides an insight into our initiatives within sustainability and corporate social responsibility. 3. Corporate Governance Report 2019, which comprises the Group’s compliance on the recommendations of corporate governance. These publications constitute the total annual reporting of the Danfoss Group and can be read individually or combined, depending on interests. Change in reporting As of 2020, Danfoss will reduce the number of financial updates during the year. Consequently, in 2020 and going forward, Danfoss will publish a financial announcement covering the first six months and an annual report covering the fiscal year. As a result of the increased activi- ty of acquisitions and divestments of companies, Danfoss has decided to use the financial key figure Operating profit before acquisition-related amortization (EBITA) as the measurement of profitability performance. EBITA is defined as the profit before interest, taxes, and amortization, gains and losses related to acquisitions and divestments. EBITA measured against sales leads to the EBITA margin. EBITA is also used by many companies, which Danfoss compares itself to. Danfoss has also introduced the financial key figure “Free operating cash flow”. The Free operating cash flow is defined as the cash flow from operating and investing activities before mergers and acquisitions, financial items, taxes, but including lease payments (IFRS16). Furthermore, Danfoss has replaced the formerly used “Cash flow before M&A” with the financial key figure “Free operating cash flow after financial items and tax”, defined as “Free operating cash flow” including financial items, taxes and lease payments (IFRS16), but before mergers and acquisitions. “Free cash flow” excludes lease payments (IFRS16), as lease payments are classified as operational impact. 131/134 Danfoss Annual Report 2019Sources Sources Page 8 • NOAA National Centers for Environmental Information, State of the Climate: Global Climate Report for 2019 • IPCC Special report “Global Warming of 1.5°C”, 2019 • World Resources Institute “Accelerating Building Efficiency”, 2016 • IEA “Energy Technology Perspective”, 2016 Page 11 • Danfoss Cooling Segment: Better chillers – from the inside out. Publication DKRCC.PB.000.A3.02, 2018 • ECOFYS “Optimising the energy use of technical building systems”, 2019 Page 12 • IEA “World Energy Outlook”, 2019 Page 10 • ECOFYS “Optimising the energy use of technical building (https://www.iea.org/reports/world-energy-outlook-2019) • IEA “World Energy Outlook”, 2016 systems”, 2019 • European Building Automation Controls Association “White Paper on Room Temperature Controls”, 2017 • Lean Heat case study (https://www.danfoss.com/en/ service-and-support/case-studies/cf/leanheat-makes- buildings-smart/) Page 13 • Danfoss Silicon Power • IEA “Energy Technology Perspective”, 2017 132/134 Danfoss Annual Report 2019Further information available on Danfoss’ website: www.danfoss.com Date of publication: February 27, 2020 Contact address: Danfoss A/S Nordborgvej 81 6430 Nordborg Denmark Tel.: +45 7488 2222 CVR no. 20165715 (registration number with the Danish Business Authority) Email: danfoss@danfoss.com 

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