Annual Financial Statements

Transcription

1 1 This is a translation of the German original for information purposes only. In the event of discrepancies between the German language version and any translation thereof, the German language version will prevail. MAN IT Services GmbH Munich Annual Financial Statements as of December 31, 2011 Auditors Report

2 2 MAN IT Services GmbH Contents Page Management Report 3 Annual Financial Statements Income Statement 8 Balance Sheet 9 Notes 10

3 3 Management Report I. Activities of MAN IT Services GmbH The business activities of MAN IT Services GmbH comprise provision of service in the area of information technology, data processing and telecommunications. As of June 30, 2009, provision of services was transferred to providers IBM Deutschland GmbH (IBM) and T-Systems Enterprise Services GmbH (T-Systems). A significant portion of assets was transferred to the providers and/or other Group companies as part of the outsourcing agreements with the providers. Numerous employees also transferred to the providers. Employees who did not transfer in connection with the outsourcing agreement provide their services to the provider via a staff provision scheme. Most licenses included in fixed assets were transferred to Group companies or the providers during fiscal year II. Business development and results of operations Business development The outsourcing of IT services to the providers T-Systems and IBM begun in 2009 was concluded as of June 30, Most agreements and fixed assets of MAN IT Services GmbH were transferred to the providers and companies of the MAN Group in The business activities of MAN IT Services GmbH have been limited since June 30, 2011 to provision of personnel. As a result of the outsourcing concluded as of June 30, 2011, sales of 2.2 million were generated in the first half of In this context, the cost of sales fell to 0.2 million. No further sales were generated after June 30, Other operating income primarily contains income from provision of staff of 1.7 million (previous year: 1.8 million) and income from the reversal of provisions of 1.5 million (previous year: 0.9 million). The general and administrative costs only comprised staff costs of 1.5 million in 2011 (previous year: 2.5 million). As a result of the fixed assets transferred in fiscal year 2010, no depreciation/amortisation or rent was reported for hardware and software in the current fiscal year (previous year: 5 million). MAN IT Services GmbH continued to restructure in fiscal year 2011 and concluded the remainder of its activities relating to the outsourcing agreements by mid-year. MAN IT Service GmbH reported net income for fiscal year 2011 of 3.9 million following a net loss the previous year of 20.2 million. The improvement in the amount of 24.1 million is largely due to the adjustment effects that arose in connection with outsourcing the previous year.

4 4 Results of operations thousand Change Sales 2,279 28,622-26,343 Cost of sales ,009 40,824 Gross profit on sales 2,095-12,387 14,482 Net interest income Other operating income 4,107 3, General and administrative expenses -1,673-8,245 6,572 Other operating expenses ,071 1,942 Net operating income 3,931-19,840 15,909 Extraordinary result Net income for the fiscal year 3,931-20,220 24,151 Sales in the amount of 2.2 million (previous year: 28.6 million) were generated as a result of the remaining activities relating to the outsourcing agreements. At the same time the cost of sales was reduced to 0.2 million (previous year: 41 million). Other operating income includes a one-time effect in the amount of 1.5 million from reversal of a provision.

5 5 III. Net assets and financial position thousand Change Fixed assets 0 2,292-2,292 Cash and cash equivalents 3,527 16,538-13,011 Other current assets Total assets 4,006 19,325-15,319 thousand Change Equity Provisions 3,642 15,903-12,261 Liabilities 263 3,322-3,059 Total assets 4,006 19,325-15,319 Total assets decreased by 15.3 million to 4.0 million year-on-year. This was mainly due to the transfer of provisions to MAN SE in the amount of 12 million. The fixed assets of MAN IT Services GmbH were transferred to the providers and subgroups in fiscal year The proportion of fixed assets in total assets decreased to 0% as of December 31, 2011 (previous year: 11.86%). Cash and cash equivalents contains the balance in MAN SE's ICA account of 3.5 million (previous year: 16.5 million). The provisions were transferred to MAN SE in exchange for cash, thus reducing cash and cash equivalents. The proportion of equity in total assets stood at 2.51% as of December 31, 2011 (previous year: 0.52%). Liabilities and provisions contain, in particular, provisions for pensions and other provisions, created primarily for business-related obligations and risks.

6 6 V. Projected development The object of MAN IT Services GmbH will be restricted to provision of staff to the providers T-Systems and IBM in the coming years. No other business areas are planned. The Company does not plan to increase the number of staff for provision activities. We expect a balanced result for fiscal years 2012 and VI. Risks and opportunities of future development There will be no risks and opportunities for MAN IT Services GmbH as the Company's business object is focused on the contractually agreed provision of staff to the providers. Munich, June 25, 2012 MAN IT Services GmbH Company directors Dahmen Stauske

7 7 Annual Financial Statements of MAN IT Services GmbH for the Fiscal Year January 1 to December 31, 2011 Income Statement Balance Sheet Notes

8 8 Income statement as of December 31, 2011 Income statement Note for the period from January 1 to December 31, Sales (1) 2,279, ,622, Cost of sales (2) -184, ,008, Gross profit on sales 2,095, ,386, General and administrative expenses (3) -1,673, ,246, Other operating income (4) 4,107, ,532, Other operating expenses (5) -501, ,071, Net interest income (6) -96, , thereof from affiliated companies 88, , Net operating income 3,931, ,840, Extraordinary expenses , Net income / loss for the fiscal year 3,931, ,220, thereof blocked from dividend payout Profit transfer / loss assumption -3,930, ,220, Net retained profits

9 9 Balance sheet as of December 31, 2011 EUR Assets Note Dec. 31, 2011 Dec. 31, 2010 A. Fixed assets ,292, I. Intangible assets II. Concessions, industrial and similar rights and assets, and licenses in such rights and assets Property, plant and equipment ,896, Other equipment and operating and office equipment III. Financial assets Long-term securities , B. Current assets 4,005, ,005, I. Receivables and other assets 478, , Trade receivables , Receivables from affiliated companies , Other assets 478, , II. Cash and cash equivalents 3,526, ,537, C. Prepaid expenses , ,005, ,324, Equity and liabilities Dec. 31, 2011 Dec. 31, 2010 A. Equity 100, , I. Subscribed capital 100, , II. Net retained profits B. Provisions 3,642, ,902, Provisions for pensions and similar obligations 3,070, ,028, Other provisions 571, ,874, C. Liabilities 262, ,321, Trade payables 9, ,991, Liabilities to affiliated companies 54, Other liabilities 198, , ,005, ,324,727.99

10 10 MAN IT Services GmbH Munich Notes for the Fiscal Year January 1 to December 31, 2011

11 11 Basis of presentation MAN IT Service GmbH is a medium-sized company pursuant to section 267 of the Handelsgesetzbuch (HGB German Commercial Code). The Company has its registered office in Munich (Munich Local Court, HR B ). The annual financial statements of MAN IT Service GmbH for the fiscal year January 1 to December 31, 2011 were prepared in accordance with the provisions of the HGB as set out in the Bilanzrechtsmodernisierungsgesetz (BilMoG German Accounting Law Reform Act). To increase the clarity of presentation, individual items have been combined in the balance sheet and in the income statement. These items are disclosed separately in the notes. The income statement is structured based on the cost of sales (function of expense) format. The object of the Company is to provide all types of service in the area of information technology, data processing and telecommunications. The outsourcing of IT services to the providers T-Systems and IBM begun in 2009 was concluded as of June 30, Most agreements and fixed assets of MAN IT Services GmbH were transferred to the providers and companies of the MAN Group in The business activities of MAN IT Services GmbH have been limited since June 30, 2011 to provision of personnel. As a result of the outsourcing concluded as of June 30, 2011, sales were only generated in the first half of the year. Consequently no more costs were generated in the second half of the year. MAN IT Services GmbH continued to restructure in fiscal year 2011 and concluded the remainder of its activities relating to the outsourcing agreements by mid-year. The shareholder of MAN IT Service GmbH is MAN SE with registered office in Munich (Munich Local Court) HRB A domination and profit and loss transfer agreement is in place, as well as a tax consolidation group for corporation tax and VAT purposes, with MAN SE, Munich. MAN IT Services GmbH availed of the waiver under section 264 (3) HGB until fiscal year 2010 as the Company was included in the consolidated financial statements of MAN SE, Munich, until June 30, 2011.

12 12 Accounting policies Fixed assets Acquired intangible assets are carried at cost and are amortized over their useful life. Current assets Receivables and other assets are carried at their principal amounts. Cash and cash equivalents are carried at their principal amounts. Netting assets, earnings and expenses Assets which are reserved for liabilities arising from pension commitments or partial retirement agreements, and which are exempted from seizure by other creditors, are measured at fair value. Earnings and expenses relating to these assets are netted against expenses arising from compounding the respective liability and are reflected under net interest income. These assets are netted against the respective underlying liability. If such netting results in an excess in liabilities, the excess is recognized under provisions. Pensions and similar liabilities Pension provisions are determined using the projected unit credit method, under which the future benefit obligations are determined on the basis of the proportionate benefit entitlements earned by the end of the reporting period and are discounted to its present cash value. Assumptions about the future development of certain parameters which affect the amount of future benefits are taken into account in the determination. The discount rate applied is the discount interest rate applicable to a remaining maturity term of 15 years as published by the German Bundesbank. Pension provisions are reduced by the fair value of plan assets which are used to cover benefit obligations (for information in this regard please refer to Netting assets, earnings and expenses ). Other provisions, liabilities The remaining provisions reflect uncertain liabilities. When determining uncertain liabilities, all noticeable risks have to be taken into account, including future increases of prices and cost. Liabilities are carried at their redemption amount.

13 13 Balance sheet and income statement disclosures (1) Sales Sales to third parties 2,073, ,604, Sales to affiliated companies 206, ,017, ,279, ,622, The decline in sales in 2011 was the result of concluding the remaining activities relating to the outsourcing agreements. For more information, see Object of the Company. (2) Cost of sales Cost of sales -184, ,008, , ,008, Cost of sales primarily comprises maintenance costs and purchased provider services. These are purchased services only; sales costs do not include any raw materials, consumables and supplies. The previous year this item included expenses in connection with transfers to the providers. (3) General and administrative expenses General and administrative expenses -1,673, ,246, ,673, ,246, General and administrative expenses comprises wages and salaries for the staff provided, and rents and material costs for administration.

14 14 (4) Other operating income Income from the reversal of provisions 2,157, , Other income 1,949, ,685, thereof from affiliated companies ,276/66 4,107, ,532, The income from the reversal of provisions mainly comprises 1.5 million from the reversal of provisions relating to the outsourcing agreements. Other income of 1.7 million (previous year: 1.8 million) results from charging the staff to the providers. (5) Other operating expenses Other operating expenses -501, ,071, , ,071, Other operating expenses of 501 thousand (previous year: 2,071 thousand) include the losses from the sale of fixed assets, as in the previous year. (6) Net interest income Other interest and similar income (thereof from affiliated companies) Interest and similar expenses (thereof to affiliated companies) 91, (91,257.68) -2, (-2,757.49) 1, (1,560.88) -491, (-295,651.62) Interest from pension provisions -185, , , ,987.90

15 15 (7) Changes in fixed assets thousand Cost Cumulative depreciation, amortization and write-downs Net carrying amounts I. Intangible assets As of Additions Disposals As of As of Additions Disposals As of As of As of Dec. 31, Dec. 31, Dec. 31, Jan. 1, Jan. 1, Jan. 1, Purchased concessions, industrial and similar rights and assets, and licenses in such rights and assets 8, , , , ,896 II. Property, plant and equipment 1. Other equipment, and operating and office equipment III. Financial assets 1. Long-term securities Fixed assets 9, , , , ,292 Changes in fixed assets are described in the statement of changes in fixed assets. Concerning the disposals of intangible assets and property, plant and equipment, these relate to transfers to subgroups and providers. The transfers were carried out at book value. The long-term securities reported under fixed assets in the previous year amounting to 396 thousand also relate to the allocation to secure partial retirement (see also Netting assets, earnings and expenses ).

16 16 (8) Other assets Dec. 31, 2011 Dec. 31, 2010 Creditors with debit balances , Other receivables 473, , Other assets 4, , , , (9) Cash and cash equivalents Dec. 31, 2011 Dec. 31, 2010 Receivables from financial transfer with affiliated companies 7,457, ,683, Receivables from profit transfer -3,930, ,220, ,526, ,537, (10) Equity The share capital of MAN IT Service GmbH remains unchanged at 100 thousand. The equity ratio improved by 0.52% to 2.51% in The net retained profit of 589 is the amount blocked from dividend payout from the market valuation of pension assets in accordance with BilMoG. (11) Provisions a) Provisions for pensions The pension plans include mainly direct defined benefit obligations. The pension schemes of the MAN group, the MAN profit-sharing and pension plan and the separate pension plan for senior managers and directors provide employer contributions that are tied to their remuneration. They can make additional provision through deferred compensation which is employer-subsidized for staff subject to collective bargaining agreements. The employer and employee-funded contributions plus returns on capital market investments allow staff to accumulate plan assets during their active employment that are paid out as a lump sum or in installments on retirement, or that can be annuitized in certain cases. The risk of the investments is gradually reduced as employees get older (lifecycle concept). The performance of the plan assets is directly linked to the capital markets and is determined by a basket of indices and other suitable parameters. Former employees, pensioners, and employees with vested benefits who have left MAN Group have benefit commitments from a variety of old pension plans, most of which are designed to provide lifelong pension payments.

17 17 The pension assets of MAN IT Services GmbH are administered by MAN Pension Trust e.v. These assets are irrevocably protected from recourse by MAN IT Service GmbH and may only be used to fund current pension benefit payments or to settle claims by employees in the event of insolvency. The valuation was based on the following parameters: Dec. 31, 2011 Dec. 31, 2010 Technical interest rate 5.14% 5.15% Future pension increases 2.00% 2.00% Future pay increases 2.75% 2.75% For those cases where the employment relationship is terminated without entitlement to benefits, we have assumed a fluctuation probability specific to the company. The biometric principles of calculation are based on the tables 2005 G of Prof. Klaus Heubeck which were adjusted in accordance with specific past experience of MAN. Development of liability thousand Amount of liabilities as of January 1, , 797 Allocation of interest -197 Allocation of personnel expenses -96 Payments / Employee contributions 190 Pension liabilities as of Dec. 31, , 900 Change in pension assets Pension assets as of Jan. 1, Results from pension assets 28 Other changes -69 Change in value due to market valuations -16 Fair value of pension assets as of Dec. 31, Provisions for pensions -3, 070 The items recognised in profit or loss from the cover assets ( 12 thousand) were combined with the allocated interest ( -197 thousand) in accordance with section 246(2) sentence 2 HGB. The result, in the amount of -185 thousand, is included in net interest income under interest from pension provisions. The fair values of the netted assets were determined on an arms-length basis. b) Other provisions

18 18 The remaining provisions are created for business related liabilities, for cost bearing commitments, for liabilities towards employees as well as for certain individual risks. The obligations arising from part-time retirement in the amount of 144 thousand were netted against the assets from part-time retirement in the amount of 93 thousand. The acquisition costs of the assets from part-time retirement equal the book value. (12) Liabilities Dec. 31, 2011 Dec. 31, 2010 Trade payables -9, ,991, Liabilities to affiliated companies -54, Other liabilities -198, , , ,321, Liabilities to affiliated companies comprise liabilities resulting from the tax consolidation group for VAT. Other liabilities mainly include the deferral of annual bonus payments in personnel. Residual maturity is less than one year.

19 19 Other disclosures Cost of materials The cost of materials comprises the following expenses: thousand Cost of purchased services ,009 The cost of purchased services includes maintenance costs, depreciation/amortization and expenses for purchased provider services. Personnel expenses The general administration expenses include the following personnel expenses: thousand Wages and salaries 1,343 2,368 Social security contributions and retirement benefit expenses ,655 2,990 Retirement benefit expenses amount to 226 thousand (previous year: 441 thousand). On average, 16 staff were employed during the fiscal year (previous year: 34). Company directors Jürgen Dahmen, Utting, Director MAN HR Services GmbH Peer Stauske, Fürstenfeldbruck, Senior Vice President IT + Data Management MAN SE The Company directors are remunerated by MAN SE and MAN HR Services GmbH. Munich, June 25, 2012 MAN IT Services GmbH Company directors Dahmen Stauske

20 20 Audit Report We have audited the annual report comprising the balance sheet, income statement and the notes including the accounting and the management report of MIT GmbH, for the fiscal year from January 1 to December 31, The accounting and the preparation of the annual report in application of the waiver under section 264 (3) of the Handelsgesetzbuch (HGB German Commercial Code) in accordance with the provisions of German commercial law contained in the first section of the third book of the HGB, are the responsibility of the Company s directors. Our responsibility is to express an opinion on the annual financial statements, including the accounting, based on our audit. We conducted our audit of the annual report in accordance with section 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the annual financial statements are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the accounting and the annual report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting policies used and significant estimates made by the directors, as well as evaluating the overall presentation of the annual report. We believe that our audit provides a reasonable basis for our opinion.

21 21 Our audit has not led to any reservations. In our opinion, based upon the findings of our audit, the annual report complies with the legal regulations. At the time of conclusion of our audit, we were unable to definitively assess whether the waivers under section 264 (3) HGB were applied correctly, as the requirements under no. 3 (inclusion in the parent company s consolidated financial statements) and no. 4 (disclosure of waiver in the notes to the consolidated financial statements prepared and published by the parent company) can by their very nature only be met at a later date. Munich, June 15, 2012 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Petra Justenhoven Wirtschaftsprüferin (authorized signatory, ppa.) Florian Horn Wirtschaftsprüfer