Daimler Group Services Berlin GmbH, Berlin

Transcription

1 Daimler Group Services Berlin GmbH, Berlin Balance Sheet as of December 31, 2012 A s s e t s A. Non-current assets ecember 31, 201 I. Intangible assets Purchased licenses, industrial Property rights and similar rights and assets and licenses to such rights and assets 9.325, ,93 II. Property, plant and equipment incl. equipment on operating leases 1. Technical equipment and machinery , ,10 2. Other equipment, factory and office equipment , , , , ,05 B. Current assets Receivables and other assets --Due within one year-- 1. Receivables from subsidiaries , ,58 2. Receivables from companies in which equity investments are held 3.570,00 0,00 3. Other assets 2.450, ,98 646, , ,12 C. Prepaid expenses 3.621, , , ,

2 E q u i t y a n d l i a b i l i t i e s ecember 31, 2011 A. Equity I. Share capital , ,00 II. Capital reserve , , , ,00 B. Provisions 1. Pension provisions , ,00 2. Other provisions , , , , ,10 C. Payables --Due within one year-- 1. Trade payables , ,43 2. Liabilities to affiliates , ,15 3. Other liabilities --of which for taxes 224, (prior year: 121, , , , , , , ,29 Annex 1

3 Daimler Group Services Berlin GmbH, Berlin Income Statement for the Period from January 1 to December 31, Revenues , ,15 2. Other operating income , ,25 3. Cost of materials a) Cost of raw materials, consumables and supplies and of purchased merchandise 5.368, ,07 b) Cost of purchased services , , ,67 4. Personnel expenses a) Wages and salaries , ,87 b) Social security, post-employment and other employee benefit costs , , ,10 --of which for pensions 121, (prior year: 41,518.28)-- 5. Amortization of non-current intangible assets and depreciation of property, plant and equipment , ,57 6. Other operating expenses , ,15 7. Other interest and similar income 1.023, ,23 8. Interest and similar expenses , ,00 9. Income from ordinary activities , , Other taxes 6.896, , Profit transferred on the basis of a profit transfer agreement , , Net profit 0,00 0, Annex 2

4 Daimler Group Services Berlin GmbH, Berlin Notes for the 2012 Financial Year General information Daimler Group Services Berlin GmbH (hereinafter referred to as "DGSB GmbH"), listed in the Berlin (Charlottenburg) Commercial Register, HRB , is a medium-sized stock corporation for the purposes of Sec. 267 (2) of the German Commercial Code (HGB). The conveniences of Sec. 288 (2) HGB have been used. DGSB GmbH has its registered office in Berlin. The company conducts its operations from rented premises in Berlin, Schicklerstraße 5-7. Further business premises have been rented in Berlin, Rungestraße 22, since July The business purpose of the company is to provide services in the area of finance and accounting as well as to perform administrative functions for the Daimler Group. The annual financial statements of DGSB GmbH were prepared in accordance with the requirements of the German Commercial Code (Handelsgesetzbuch (HGB)) and the German Law on Limited Liability Companies (Gesetz über die Gesellschaften mit beschränkter Haftung (GmbHG)). The balance sheet is structured in accordance with Sec. 266 (2) and (3) HGB. The income statement was prepared in a vertical format in accordance with the total costs method pursuant to Sec. 275 (2) HGB. A control and profit and loss transfer agreement (CPTA) has been concluded with Daimler AG, Stuttgart, as the sole shareholder. Fiscal unity is shared with Daimler AG, Stuttgart (DAG) for the purposes of VAT, trade tax and corporate income tax. Asset 3

5 - 2 - Significant accounting policies The annual financial statements were prepared in accordance with the general valuation requirements of Secs. 246 through 256 HGB and in consideration of the special recognition and measurement requirements applicable for incorporated companies pursuant to Secs. 264 through 283 HGB. Intangible assets are measured at acquisition cost less straight-line amortization. Property, plant and equipment is recognized at acquisition cost less scheduled depreciation. The useful lives of items of property, plant and equipment are measured based on their customary useful lives. The depreciation of movable items of property, plant and equipment is always recognized using the straight-line method. Assets with acquisition costs between and 1, (low-value assets),l which were added during the period from January 1, 2008 to December 31, 2009, were posted to a group account in the year of their acquisition, which was reversed and recognized to profit and loss at the rate of one fifth in the year of its creation and each of the four subsequent years. Since January 1, 2010, assets with acquisition costs of 1, are written off immediately in the commercial balance sheet. Receivables and other assets are recognized at face value. No impairment charges were required. Prepaid expenses are recognized based on the amount paid out during the reporting period as expenses for a time after the balance sheet cut-off date. Provisions were recognized in accordance with prudent business judgment and take into account all identifiable risks and uncertain obligations. Pension obligations are calculated using the projected unit credit method. The following significant parameters were used for measurement: an imputed interest rate of 5.06%, future pay rises of 3.38% for 2013 and 3.00% for 2014, and an annual 1.80% increase in the cost of living. The calculation was based on the 2005 G mortality tables of Prof. Dr. Klaus Heubeck. Anniversary bonus provisions were also calculated using actuarial principles based on the 2005 G mortality tables of Prof. Dr. Klaus Heubeck. An imputed interest rate of 5.5% p.a. was used.

6 - 3 - Liabilities are recognized at settlement value. There were no receivables or liabilities in foreign currencies as of the balance sheet cut-off date. Disclosures on the Balance Sheet Non-current assets Intangible assets consist of purchased software licenses. Property, plant and equipment consist of technical equipment and machinery, furniture and fixtures, and low-value assets. Items of property, plant and equipment were added as a result of the expansion, improvement and completion of the furniture and fixtures in connection with the creation of the Accounting Shared Service Center at the Berlin offices. The changes in the individual items of non-current assets over the reporting year are shown separately in the schedule of non-current assets in accordance with Sec. 268 (2) HGB (as an annex to the notes).

7 Current assets Receivables and other assets have remaining terms of up to a year. The receivables from affiliates ( 2,954,454.64, 2011: 3,454,566.58) consist mostly of trade receivables ( 2,555,362.45, 2011: 2,014,483.41). The receivables from companies in which an equity investment is held ( 3,570.00,2011: 0.00) consist of trade receivables from TASIAP GmbH. Other assets ( 2,450.34, 2011: ) consist mainly of receivables from employees ( 2,436.42, 2011: ). Prepaid expenses Prepaid expenses ( 3,621.79, ,371.12) consist of expenses for business, product and environmental liability insurance. Equity Since August 15, 2007 (the day on which the merger between HERKULES Neunundachtzigste Verwaltungsgesellschaft mbh and Daimler AG was recorded in the commercial register), the company's share capital ( 25,000.00, 2011: 25,000.00) has been held by Daimler AG and is fully paid in. As shareholder, Daimler AG passed shareholder resolutions on January 16, 2008 and May 7, 2010 to increase the company's equity by 975, each time through an extraordinary cash contribution to the capital reserve (in accordance with Sec. 272 (2) No. 4 HGB). On November 1, 2012, the capital reserve was reduced by 1,600, to 350, by a Shareholder's Resolution dated October 15, 2012, in accordance with the Daimler Group's Capital Structure Guideline. Asset 3

8 - 5 - The net income for the year ( 365,665.94, 2011: 30,081.77) was transferred to Daimler AG in accordance with the existing control and profit and loss transfer agreement (CPTA) with Daimler AG. Provisions The provisions ( 2,474,641.47, 2011: 1,291,537.10) include pension provisions ( 1,313,588.00, 2011: 752,609.00) and other provisions. Other provisions ( 1,161,053.47, 2011: 538,928.10) consist mainly of accruals for overhead costs in connection with outstanding invoices ( 359,157.00, 2011: 92,105.65). Of this amount, 70, (2011: 0.00) relates to outstanding invoices from affiliates. These provisions also relate to leftover vacation entitlement and unpaid surplus hours worked by employees, including ancillary social security expenses ( 283,783.69, 2011: 230,381.36), bonus payments to employees and executives ( 190,884.57, 2011: 75,048.43), anniversary bonuses ( 152,822.00, 2011: 77,741.00) and contributions to employer's liability insurance ( 65,000.00, 2011: 13,591.94). Both the pension provisions and the provision for anniversary bonuses include a total of 396, (2011: 0.00) from the assumption of liabilities for company pension insurance.

9 - 6 - Liabilities Liabilities have residual terms of up to one year. Trade payables ( 276,197.14, 2011: 373,910.43) result from purchases of goods and services for the company's business operations. Liabilities to affiliates ( 319,218.45, 2011: 127,103.15) consist mainly of liabilities to the shareholder Daimler AG ( 319,172.15, 2011: 127,012.64). These liabilities to the shareholder Daimler AG include liabilities ( 63,909.18, 2011: 127,012.64) in connection with the current traffic of goods and services, a liability in the intercompany account with Daimler AG ( 250,947.96, 2011: receivable of 1,438,640.42) and input tax reimbursements for December 2012 ( 4,315.01, 2011: receivable of 1,442.75). Other liabilities ( 229,015.13, 2011: 126,366.61) consist mainly of payroll tax liabilities to the tax authorities for December 2012 ( 224,056.86, 2011: 121,272.41) as well as part of a security retainer on assets ( 4,500.00, 2011: 4,500.00). Disclosures on the Income Statement Revenues Revenues ( 18,969,167.72, 2011: 11,438,513.15) were generated by the performance of services for the Daimler Group in the field of finance and accounting. These consist mainly of revenues generated with the shareholder Daimler AG ( 17,541,836.87, 2011: 10,792,513.10), revenues generated with Mercedes-Benz Manufacturing Hungary Kft. ( 445,000.00, 2011: 200,000.01) and revenues generated with smart Vertriebs GmbH ( 314,000.00, 2011: 299,000.04). Other operating income Other operating income ( 704,006.29, 2011: 45,725.25) consists mainly of income from subsidies from Investitionsbank Berlin ( 660,340.00, 2011: 0.00) and income from the use of company cars ( 35,245.78, 2011: 13,559.44).

10 - 7 - Cost of materials Cost of materials ( 1,732,628.94, 2011: 316,219.74), consists of expenses for raw materials, consumables and supplies ( 5,368.29, 2011: 5,185.07) and expenses for purchased services. Expenses for purchased services ( 1,727,260.65, 2011: 311,034.67) include other productionrelated third-party services ( 1,174,277.07, 2011: 941,662.19), reported as other operating expenses under third-party services, as well as expenses for third-party IT services and third-party programming costs ( 446,888.33, 2011: 162,966.32). Personnel expenses DGSB GmbH's personnel expenses ( 14,317,984.13, 2011: 8,303,397.97) consist of salary expense ( 11,897,853.51, 2011: 6,873,816.87) and social security contributions and expenses for pensions and benefits ( 2,420,130.62, 2011: 1,429,581.10). Amortization and depreciation Amortization and depreciation ( 438,893.48, 2011: 456,607.57) includes the scheduled amortization of intangible assets and depreciation of items of property, plant and equipment. Other operating expenses Other operating expenses ( 2,741,443.57, 2011: 2,348,199.15) consist mainly of expenses for premises (rent plus electricity and incidentals) for rented buildings ( 769,450.87, 2011: 426,062.94), other third-party services ( 715,559.59, 2011: 1,430,657.29), travel expenses ( 384,685.53, 2011: 162,941.05) and rental costs for movable assets owned by group companies ( 106,143.41, 2011: 40,305.12). Other operating expenses include expenses for other periods ( 141,541.54, 2011: 46,593.62). These expenses relating to prior periods mainly consist of subsequent charges for purchased services as well as the contribution to employer's liability insurance for the year 2011.

11 - 8 - Other interest and similar income Interest income ( 1,023.90, 2011: 14,535.23) relates to interest on the intercompany account with Daimler AG (affiliated company). Interest and similar expenses Interest and similar expenses primarily include expenses ( 70,141.00, 2011: 39,296.00) relating to the discounting of provisions and interest expenses for the interest on the intercompany account with Daimler AG (affiliated company)( , 2011: 0.00). Other taxes Other taxes ( 6,896.21, 2011: 4,971.43) consist mainly of electricity taxes ( 3,605.21,2011: 2,549.43) as well as motor vehicle taxes ( 3,291.00, 2011: 2,422.00). Other Notes Headcount Daimler Group Services Berlin GmbH employed an average of 340 employees (2011: 197) during the year. Other financial liabilities The rental of office space at two locations in Berlin gives rise to other financial obligations totaling 4,355, The rental agreements run until June 30, 2016 and June 30, 2019 respectively.

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13 General managers Since the Articles of Incorporation were revised on November 20, 2007, the company can be represented by two general managers or one general manager jointly with an authorized signatory. Daimler Group Services Berlin GmbH was managed by the following general managers in the 2012 financial year: Klaus Eser, Ludwigsburg Lars Hölzer, Berlin Wolfgang Musiolik, Kirchheim/Teck The general managers are employees of Daimler AG, and do not receive any compensation from DGSB GmbH for their management duties. No advances, loans or meeting attendance fees were paid to the general managers. Parent company DGSB GmbH's sole shareholder is Daimler AG, Stuttgart, whose consolidated financial statements are published in the German Federal Gazette (Bundesanzeiger). DGSB GmbH is not included in the consolidated financial statements of Daimler AG in accordance with Sec. 296 (2) HGB. Berlin, March 26, 2013 Daimler Group Services Berlin GmbH, Musiolik Eser Hölzer

14 Daimler Group Services Berlin GmbH, Schedule of Non-Current Assets as of December 31, 2012 Cost of acquisition or production Current year Book value Additions Disposals Additions Disposals EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR I. Intangible assets Purchased licenses, industrial Property rights and similar rights and assets and licenses to such rights and assets 5.997, ,00 0, ,93 201, ,00 0, , , , , ,00 0, ,93 201, ,00 0, , , ,93 II. Property, plant and equipment Technical equipment and machinery Operating equipment 2.600, ,00 0, ,10 44,00 831,00 0,00 875, , , , ,00 0, ,10 44,00 831,00 0,00 875, , ,10 Other equipment, factory and office equipment Factory installations , ,24 0, , , ,00 0, , , ,59 Office furnishings , ,89 0, , , ,00 0, , , ,17 Low-value assets , ,72 0, , , ,48 0, ,15 593, , , ,85 0, , , ,48 0, , , , , ,85 0, , , ,48 0, , , ,12 Total Non-Current Assets: , ,85 0, , , ,48 0, , , ,05 Annex to the Notes to the Annual Financial Statements

15 Daimler Group Services Berlin GmbH, Berlin Management Report for the 2012 Financial Year The Company Daimler Group Services Berlin GmbH (hereinafter also referred to "DGSB" or "the Company") was established on November 11, 2002 as Erste Vermögensverwaltungsgesellschaft Zeus mbh. It was entered into the Commercial Register on December 5, The company was renamed to Daimler Group Services GmbH on February 8, DGSB is a wholly owned subsidiary of Daimler AG, Stuttgart. A control and profit and loss transfer agreement (CPTA) has been concluded between DGSB and Daimler AG. The business purpose of the company is to provide services in the area of finance and accounting as well as administrative functions for the Daimler Group. Business and Framework Conditions Daimler Group Services Berlin GmbH generates most of its revenue through the provision of services to Daimler AG in the areas of accounts payable and accounts receivable accounting, as well as financial accounting for investment companies. Revenue from services in accounts payable accounting is generated by processing of incoming invoices for transportation services as well as goods (non-production materials, series materials) a nd services provided for the development, production and central administrative functions of Daimler AG. DGSB also handles the entire processing of incoming invoices for the Mercedes- Benz sales and service outlets in Germany. Revenue is also generated from services provided for the Mercedes-Benz Bank Group in the areas of accounts payable and accounts receivable accounting. Further revenue is generated from invoicing services provided to Daimler AG in the area of accounts receivable accounting for all passenger cars of the Mercedes-Benz, Maybach and smart brands. Revenue is generated by financial accounting services performed for German subsidiaries of the Daimler Group. In addition to the accounting functions described above, DGSB offers administrative services that generate revenue to other customers within the Daimler Group. This includes revenue from organizing and supporting Daimler employees on temporary international assignments (expatriate management). Revenue is also generated from support for the requirements-based procurement of IT services. Furthermore, additional revenue is generated from the performance of back-office functions in the form of data management, analyses and reporting support for Mercedes-Benz Cars Controlling. 1

16 Company Management/Management Bodies Shareholder Daimler AG, Stuttgart, is the sole shareholder of Daimler Group Services Berlin GmbH. Management The company is managed by three general managers. In addition to his function at the company, the CEO is also Head of the Shared Service Organization unit at Daimler AG. Strategy Daimler Group Services Berlin GmbH performs the role of an internal service provider for certain functions in the area of finance and accounting as well as other administrative functions for the Daimler Group. Its objective is to continue to grow as a service provider for administrative functions within the Daimler Group. It aims to achieve this on the basis of competitive pricing and excellent knowledge of the structures and procedures of the Daimler Group. Business Development In 2012, Daimler Group Services Berlin GmbH was able to reinforce and expand its position as an internal service provider once again. The company has established structures for the performance of accounts payable, accounts receivable and financial accounting functions. In 2012, further accounting functions in the area of processing of incoming invoices for goods (series-production materials) and services for Daimler AG were integrated into existing accounts payable accounting structures without any difficulties. The performance of services for Mercedes-Benz Cars Controlling was added to the existing service portfolio. The ongoing expansion of expatriate management also provided a boost to the growth of DGSB's business in The expansion of the individual segments and headcount increase from 266 at the end of 2011 to 360 at the end of 2012 led directly to the expansion of the company's infrastructure and thus to the opening of a second company location in DGSB can look back at a successful reporting year. The management evaluates the company's economic situation as good. 2

17 Net Assets, Financial Position and Results of Operations Results of operations Development of revenue/earnings The company's revenue in 2012 amounted to TEUR 18,969 (2011: TEUR 11,438). This represents a 65.8% increase compared to This revenue is supplemented by other operating income (TEUR 704, 2011: TEUR 46), which consists mainly of income from subsidies (TEUR 660, 2011: TEUR 0). The majority of the revenue generated in 2012 results from operating business activities in connection with the performance of accounts payable accounting services for companies within the Daimler Group (TEUR 11,259, 2011: TEUR 8,466). It also includes revenue for the performance of expatriate management services (TEUR 2,829,2011: TEUR 420). Revenue was generated from the performance of financial accounting services for affiliated companies (TEUR 1,382, 2011: TEUR 646), along with revenues for Mercedes-Benz Bank (TEUR 1,341, 2011: TEUR 442). Services provided in the area of accounts receivable accounting brought in revenue totaling TEUR 625 (2011: TEUR 750 ). The remaining revenue of TEUR 1,533 (2011: TEUR 714) stems from supplementary project management activities for the services provided by DGSB, as well as other administrative services provided for the Daimler Group. The net income for the year before the profit transfer rose by TEUR 336 in 2012 to TEUR 366 (2011: TEUR 30 ). This was mainly due to income from subsidies amounting to TEUR 660 (2011: TEUR 0). Cost of materials Cost of materials, which came to EUR 1,733 million, was 5.5 times the figure for the prior year (2011: TEUR 316). This was due to expenses of TEUR 1,174 for production-related third-party services. The costs that fell under this expense item in 2012 were recorded as other operating expenses for accounting purposes in 2011 (TEUR 942). Personnel expenses DGSB's personnel expenses break down as follows: TEUR TEUR Wages and salaries 11,898 6,874 Social security and post-employment costs, and benefits 2,420 1,430 Total 14,318 8,303 3

18 The headcount grew by 72.6% on average compared to the previous year. The company had an average of 340 employees during the year (2011: 197). Amortization and depreciation The depreciation of property, plant and equipment and amortization of intangible assets amounted to TEUR 439 (2011: TEUR 457). Other operating expenses DGSB's other operating expenses break down as follows: TEUR TEUR Office space costs Travel expenses Rent for movable assets Appraisals and consulting fees 86 7 Consumables Postage Training and further education (course fees) Telecommunications fees Other, non-production-related third-party services 716 1,431 Other Total 2,741 2,348 The greatest part of other operating expenses was attributable to office space costs (TEUR 769; 2011: TEUR 426). These costs related to the rent for DGSB's premises (TEUR 551; 2011: TEUR 325) and expenses for electricity, water and gas. Interest income Interest income (TEUR 1, 2011: TEUR 15) relates to interest on the intercompany account with Daimler AG. Other taxes Other taxes (TEUR 7, 2011: TEUR 5) include electricity taxes (TEUR 4, 2011: TEUR 3) and motor vehicle taxes (TEUR 3 (2011: TEUR 2). 4

19 Financial position The company is financed through its integration in Daimler AG's central cash concentration process. Daimler AG's Treasury organization handles the global financial management on a standardized basis for all group companies, including Daimler Group Services Berlin GmbH. This ensures that there is always sufficient liquidity available to meet the company's payment obligations. DGSB currently has a credit line totaling TEUR 1,000 at its disposal on account of an agreement concluded with Daimler AG in connection with the cash concentration process. On December 31, 2012, TEUR 251 of the credit had been utilized. Net assets The company's net assets decreased by 2.8% to TEUR 3,879 (2011: TEUR 3,894) TEUR TEUR Non-current assets Current assets 2,960 3,456 Prepaid expenses 4 1 Equity 375 1,975 Provisions 2,475 1,292 Liabilities Total assets 3,674 3,894 Non-current assets consist exclusively of property, plant and equipment and intangible assets. Their share of total assets rose by 8.1% to 19.3% (2011: 11.2%). The TEUR 712 invested in 2012 relates mainly to the expansion, improvement and supplementation of furniture and fixtures in the framework of the continued expansion of DGSB. The share of current assets decreased to 80.6% (2011: 88.8%). The changes are due mainly to the decrease in receivables from affiliates (TEUR 2, : TEUR 3,455). The reduction of equity from TEUR 1,975 in 2011 to TEUR 375 in 2012 through a release of funds from the capital reserve was carried out in accordance with the Capital Structure Guideline of the Daimler Group and implemented in line with a Shareholder's Resolution dated October 15, The share of provisions more than doubled in the reporting year (67.4%, 2011: 33.2%). The provisions consist mainly of pension provisions (TEUR 1,314, 2011: TEUR 753), provisions for outstanding invoices (TEUR 359, 2011: TEUR 92), provisions for estimated overtime hours worked by employees (TEUR 179, 2011: TEUR 153), provisions for bonuses (TEUR 177, 2011: TEUR 75) and provisions for anniversary bonuses (TEUR 153 (2011: TEUR 78). The share of liabilities rose by 6.3% (22.4%, 2011: 16.1%). Future Development, Opportunities and Risks The planned development of the company in the 2013 financial year and beyond is in line with the business development in

20 Since 2012, additional functions in the area of controlling were gradually transferred from Daimler AG (Mercedes-Benz Cars division) to Daimler Group Services Berlin GmbH. This transfer process is also set to continue in 2013 and beyond. In addition, business fields with an already established structure within the Finance and Accounting unit were also augmented by additional task complexes related to invoice verification services. The administrative functions performed by DGSB for the Daimler Group are also being expanded in the area of expatriate management. In addition to constantly expanding existing segments, new service functions are also being integrated and developed as part of DGSB's operating activities for Daimler AG, such as HR recruitment and HR administration. The company expects to generate growing revenue and a slightly positive result in 2013 and Income from subsidies will contribute to the expected positive result. With respect to the expansion of its service portfolio and corresponding creation of jobs, DGSB is in internal competition with Daimler's locations in Madrid, the Philippines, Stuttgart and Saarbrücken. Daimler awards its internal mandates in accordance with economic factors. With the existing supplementary collective agreement based on the collective provisions governing the automotive industry in Berlin and Brandenburg, as well as the existing infrastructure in the business operations, DGSB's position is generally competitive and/or at a comparable level. The company's management has implemented measures for the early identification of risks as part of its risk management system. Events After the Balance Sheet Date No other events of particular importance for the company occurred after the end of the 2012 financial year. Berlin, March 25, 2013 Daimler Group Services Berlin GmbH, Wolfgang Musiolik Klaus Eser Lars Hölzer 6