As a Portfolio Manager, CHG-MERIDIAN facilitates sophisticated client projects on a global basis and delivers genuine solutions. Large and medium-sized companies and public sector entities have placed their trust in our outstanding portfolio management expertise and in our ability to devise customized concepts for capital spending on technology. www.chg-meridian.com CHG-MERIDIAN Annual Report 2011 Intelligent Portfolio Management Annual Report 2011 CHG-MERIDIAN Deutsche Computer Leasing AG CHG-MERIDIAN devises customized business concepts and manages efficient investments in technology. We support our customers in a professional, independent and uncomplicated way. 1 annual survey table of contents 1 group management report17 1.1 Overview18 1.1.1 Highlights of 201118 1.1.2 Economic Environment19 1.1.3 Performance of the Leasing Sector 20 group figures 2007 2008 2009 2010 2011 Income from leasing/Commission income € 000‘s 740,647 745,230 751,178 726,801 761,067 Lease origination € 000‘s 655,669 651,574 601,844 660,970 858,057 Net income € 000‘s 13,014 22,587 23,408 38,092 36,779 Profit for the period attributable to the Group € 000‘s 25,481 29,157 23,252 37,896 36,520 1,227,648 1,245,195 1,209,978 1,245,188 1,499,133 55,355 67,514 80,711 88,743 111,946 499 519 591 590 637 Total assets € 000‘s Stockholders‘ equity € 000‘s Employees 1.2 Performance of the Group‘s Business 21 1.2.1 Lease Originations21 1.2.2 Funding22 1.2.3 Legal and Organizational Structure of the CHG-MERIDIAN Group 25 1.2.4 Technology and Service Center26 1.2.5 Human Resources and Employee Structures 26 1.3 Key Performance Figures29 1.3.1 Report on the Results of Operations 29 1.3.2 Report on the Net Assets and Financial Position 31 1.4 Opportunities and Risks Report32 1.4.1 Opportunities32 1.4.2 Risk Assessment35 1.4.3 Summary43 1.5 Report on Post-Balance Sheet Date Events 43 1.6 Outlook43 2 consolidated financial statements47 2.1 Consolidated Balance Sheet48 2.2 Consolidated Profit and Loss Statement 50 2.3 Consolidated Statement of Cash Flows 51 2.4 Consolidated Statement of Changes in Stockholders‘ Equity 52 3 4 notes to the consolidated financial statements (incl. consolidated statement of changes in fixed assets 55 auditor‘s report77 5 single-entity financial statements CHG-MERIDIAN Deutsche Computer Leasing AG 81 5.1 Business Performance82 5.2 Balance Sheet90 5.3 Profit and Loss Statement92 6 headquarters, subsidiaries and contact95 2 3 „The professional and efficient structuring, management, and financing of high-value technology and capital equipment will become increasingly important.” CHG-MERIDIAN devises customized business concepts and manages efficient investments in technology. We support our customers in a professional, independent and uncomplicated way. By setting ourselves this challenge and making this promise to our clients, we achieved an all-time record in 2011: The total value of leases originated rose by 30 percent last year to € 858 million. By contrast, the German equipment leasing market grew by only 11.8 percent over the same period. In view of this encouraging trend we have set ourselves the target within the next two years of generating a lease origination volume in excess of € 1 billion. Solutions As a portfolio manager that operates worldwide, we facilitate sophisticated client projects and deliver genuine solutions. Large and medium-sized companies and public-sector entities have placed their trust in our outstanding portfolio management expertise and in our ability to devise customized leases for capital spending on technology. Our work over the past 30-plus years has focused on the IT sector. We are engaged on a much smaller scale in the fields of industrial capital equipment and healthcare technology. Intelligent structuring, efficient management, and customized leases are key to the success of capital investment in all three of these technology segments. Our offering includes advisory services, the management of procurement processes, equipment rollouts, and customized support packages. We remain a reliable partner at the end of the technology lifecycle, ensuring a smooth rollback process and carrying out the successful remarketing or environmentally friendly disposal of used IT equipment, high-value capital goods, and specialist healthcare technology. In addition, our TESMA© Online asset management system helps to provide our customers with an intelligent portfolio management capability. Potential The increasing interconnectedness of society will place ever-greater demands on the performance and, especially, the efficiency of IT technology. The number of terminal devices worldwide will multiply dramatically: While they totaled roughly one billion in 2008, this figure could well have doubled by 2014. The volume of data traffic will also explode owing to the availability of cutting-edge cloud technology. To give just one example of this trend: The revenue generated from the global server market alone totaled US$ 52.27 billion in 2011. We therefore believe that large and medium-sized companies and public-sector organizations offer huge potential. The professional and efficient structuring, management, and financing of high-value technology and capital equipment will become increasingly important. These factors are key to the strength of growth and innovation and, consequently, to the sustainability of the individual entity‘s business model or public-service remit. This means that the impartial advice and financing that we offer, the supplementary services rendered by external partners, and the professional support that we provide throughout the entire technology lifecycle make an invaluable contribution to our comprehensive portfolio management package. 4 5 Creativity Growth We thus regard demanding customer projects as both a challenge and a motivating force that allow our portfolio managers to give full rein to their creative powers. In 2011 we assisted a highly diverse clientele with sophisticated projects at 35 locations in more than 19 countries worldwide. This involved devising customized solutions and implementing them in a timely manner. A highly motivated and talented workforce is absolutely essential in this process. Our members of staff demonstrated true commitment, enthusiasm, and passion in executing client projects last year – to the benefit of both their team and our company. We were therefore especially delighted to win an award as a TOP JOB employer, which we received for our team spirit, communication culture, and pleasant working environment. We are looking to build on these values throughout our organization – whether at our headquarters in Weingarten, at our many international subsidiaries, or at our Technology and Service Center in Gross-Gerau. „The outstanding quality of our products and services and the high levels of customer satisfaction that we achieve are the key factors that will enable us to generate strong, sustainable growth now and in the future.” In addition to our business in Germany, which is traditionally our strongest market, our foreign subsidiaries – especially those in southern Europe and North America – generated significant growth in 2011, increasing their total contribution to the Company‘s operating performance by almost 30 percent. Over the next two years we expect to see further encouraging growth stimulus from abroad, especially from South America. As far as the German market is concerned, no other company in this sector can match CHG-MERIDIAN‘s financial performance. As a result, the Company‘s gross profit – the present value of all leases originated and assets remarketed minus direct acquisition and funding costs – rose by roughly 12 percent to € 118 million. One of the ways in which we aim to achieve sustainable growth is by continuing to focus on the refinement of our leasing packages, funding, and portfolio management for highvalue industrial capital equipment (such as production machinery and equipment). We expect to originate leases totaling approximately € 40 million in this segment in 2012. As far as our funding is concerned, this means that we are looking to diversify our risk even further. In the past we have therefore continually increased the number of funding partners that we use. Syndicated loans in particular became increasingly important for us in 2011, providing a sound and low-risk form of long-term funding at a time when financial markets remained volatile. In terms of the advice, service, and expert support that we offer our customers throughout their technology lifecycle this means that we strive to deliver tailor-made solutions and provide our clients with impartial, straightforward, and effective support. The outstanding quality of our products and services and the high levels of customer satisfaction that we achieve are the key factors that will enable us to generate strong, sustainable growth now and in the future. You will find further information on these and other topics in our latest annual report. As an introduction, the following pages show you examples of client-related projects in rapidly growing regions around the world. I hope you will find them inspiring. Jürgen Mossakowski Left to right: Peter Horne Chief Sales Officer (CSO) Jürgen Mossakowski Chief Executive Officer (CEO) Joachim Schulz Chief Financial Officer (CFO) 6 7 Potential. Advancing urbanization and the corresponding spread of computer networks throughout society will continue to drive the innovative potential of rapidly growing regions. Growth. The total value of leases originated in 2011 rose by 30 percent – an all-time record increase for the Company, which has set itself the target within the next two years of generating a lease origination volume in excess of € 1 billion. Creativity. CHG-MERIDIAN regards demanding customer projects as both a challenge and a motivating force that allow its portfolio managers to give full rein to their creative powers. Solutions. The Company assisted a highly diverse clientele with sophisticated projects at 35 locations worldwide. Its employees demonstrated true commitment, enthusiasm, and passion in delivering tailor-made solutions for customers. energy-efficient it portfolio management Berlin, Germany 8 optimal balance thanks to sale and leaseback Los Angeles, USA cost-optimized output-solutions Paris, France centralized crossborder-management Dallas, USA central asset management with tesma© online Milan, Italy Read more on page 10 Read more on page 12 Read more on page 14 Read more on page 16 Read more on page 46 permanent working capability during roll-out Frankfurt, Germany Read more on page 54 rollback and exchange on one workday Moscow, Russia Read more on page 76 significant cost reduction through increased transparency St. Gallen, Switzerland Read more on page 80 efficient workflows through customerspecific e-procurement Barcelona, Spain Read more on page 94 > please read more on the 9 following pages Berlin, Germany Geographical coordinates: 52° 31' 7" north, 13° 24' 29" east Area: 892 km2 Population: 3.5 million Population density: 3,924 inhabitants/km2 Gross domestic product (GDP): € 95 billion/$US 124 billion Resident companies: Deutsche Bahn, Siemens, Vivantes, Charité, Daimler AG, Berliner Verkehrsbetriebe, Deutsche Telekom AG, Deutsche Post DHL, Landesbank Berlin Holding AG, Kaiser`s Tengelmann, Metro AG, Vattenfall Europe Growth sectors: Creative and culture economy, tourism, biotechnology, medical technology, pharmaceuticals industry, media, energy technology information and communications technology, transport systems technology, optics, Investments in R&D: € 3.3 billion/ $US 4.3 billion Employed in R&D: 28,400 Energy-efficient it portfolio management Branch Healthcare Employees Less than 15,000 Turnover € 1,2 billion/ $US 1,6 billion IT portfolio 12,000 IT clients, 1,500 output clients Conceptualization and consultation for IT portfolio management; highest standards for energy efficiency in the computer center sector Tasks (energy supply, climate control, emissions) Setting up of a fully electronic asset workflow with TESMA© Online; certiSolutions fication model for reducing energy consumption in the computer center Technology Lifecycle consultation, service management, Services portfolio management, financing Products used TESMA© Online First certified, „energy-efficient computer center” in the healthcare sector; auditing and consultation over a period of three years, which Special features will secure the energy efficiency of the IT portfolio over the long term 10 11 Los Angeles, USA Geographical coordinates: 34° 3' 8" north, 118° 14' 37" west Area: 1,300 km2 Population: 3.8 million. Population density: 2,925 inhabitants/km2 Gross domestic product (GDP): € 408 billion/$US 543 billion (L.A. County) Resident companies: Fox Entertainment Group, Mercury Insurance Group, Northrop Grumman, Occidental Petroleum, Capital Group, Health Net, AECOM, Tutor Perini, CBRE Group, j2 Global, The Walt Disney Company Growth sectors: Biotechnology, medicine, clean technology, tourism, entertainment, education, finance, IT Employees in high technology sectors: More than 150,000 Employed in R&D: More than 17,600 Optimal balance thanks to sale and leaseback Branch Entertainment Employees Less than 1,000 Turnover € 54.3 billion/$US 72.2 billion IT portfolio 1,500 digital projectors and Data Center Solutions Consultation for and development of a financing solution for the acquisition of highly modern, flexible IT technology for use in the entertainment industry; a financing model that comprises all involved Tasks stakeholders and does not have a negative effect on the customer balance A sale and leaseback model in which CHG-MERIDIAN purchases the technology portfolio and leases it back to the customer for a usage license; advantages for the customer are the optimizing of their own balance, Solutions increased liquidity and permanently high-performance IT equipment Services Consultation, financing Products used Sale and leaseback leasing model The new IT technology acquired with the sale and leaseback model results in significant improvements in the area of environmental friendliness and Special features greatly increased flexibility in programming and operation 12 13 Paris, France Geographical coordinates: 48° 51' 24" north, 2° 21' 6" east Area: 105 km2 Population: 2.2 million. Population density: 20,980 inhabitants/km2 Gross domestic product (GDP): € 552 billion/$US 734 billion (metropolitan region) Resident companies: BNP Paribas, Axa S.A., Crédit Agricole, Société Générale, Peugeot, France Télécom, Sanofi-Aventis, Air France, Danone, Veolia Environnement, Électricité de France, Vivendi, L’Oréal Growth sectors: IT, services, biotechnology, nanotechnology, aviation, health, telecommunications, finance, food, tourism Investments in R&D: More than € 15 billion/more than $US 19 billion Employed in R&D: More than 75,000 Cost-optimized output solutions Branch Public administration Employees 180,000 IT portfolio More than 45,000 IT and output clients Conceptualization of a contemporary output solution with the objectives of maximum cost optimization and comprehensive supervision for a Tasks whole series of public institutions Six individually adapted product packages, including accessories and services, according to the motto „One need, one product, one invoice”. Quick and transparent ordering processes by way of a self-established Solutions online catalog Services Consultation, financing Products used TESMA© Online Special features Already 5,000 exchanged output units within a period of only six months 14 15 1group management report Dallas, USA Geographical coordinates: 32° 46' 59" north, 96° 48' 25" west Area: 994 km2 Population: 1.2 million. Population density: 1,207 inhabitants/km2 Gross domestic product (GDP): € 74 billion/$US 98 billion Resident companies: Texas Instruments, AT&T, Southwest Airlines, Atmos Energy, Dean Foods, Celanese, Energy Future Holdings, Tenet Healthcare, HollyFrontier Corporation, Energy Transfer Equity, Exxon Mobil, RadioShack, American Airlines Growth sectors: IT, telecommunications, media, construction, food, tools and machinery Innovation potential: 4 large universities with approx. 26,000 students Centralized cross-border management Branch IT services Employees More than 74,000 Turnover More than € 12 billion/more than $US 16 billion More than 100,000 technology assets IT portfolio (data center, networks, traffic management technologies, cameras) Coverage of an extremely large, nationally and internationally broadly distributed portfolio from the entire bandwidth of IT infrastructure and with more Tasks than 100,000 technology assets Flexible cross-border leasing model tailored to the international structure of the customer and enabling transparent, comprehensive asset management Solutions across all national boundaries Products used TESMA© Online, flexible cross-border leasing model Management of the internationally used IT portfolio from a single central Special features location in the USA 16 17 1 group management report > Overview 1 group management report > Overview 1.1 Overview Lease Originations 1.1.1 Highlights of 2011 The CHG-MERIDIAN Group is one of the world‘s leading non-captive providers of IT leasing and services in the field of information and communications technologies. The Group‘s business model is based on the delivery of customer-focused full-service leasing packages that cover the planning, implementation and funding of complex IT projects. A key element of this offering is web-based asset management, which facilitates the administration of leased equipment. The CHG-MERIDIAN Group continued to strengthen its leading market position in 2011. Coupled with lease originations in excess of the previous year‘s volumes, its conservative financing policy and its high-quality leasing portfolio with low residual values helped the Company to improve its financial situation. The innovative, customized IT solutions covering the entire IT lifecycle are becoming increasingly successful in international markets. This trend is set to continue. Market position The table below shows the key figures from the consolidated profit and loss statement ( in € 000‘s). in TEUR 2011 2010 Change % Net income from leasing1 143,943 147,061 -2.1 Internationalization The CHG-MERIDIAN Group is now represented in 19 countries. A leasing company in Brazil has provisionally been set up via the Mexican equity investment in preparation for the launch of full operating activities. The share capital of the rapidly growing US subsidiary was increased by € 30.7 million in 2011 in order to help the company achieve its strategic growth targets and potential. As in 2010, the CHG-MERIDIAN Group again reported a large number of leases that were restructured or whose terms were extended during the year under review. Despite strong growth in the volume of leases originated, the Company stuck to its strategy of only providing leases for customers of adequate credit quality that offered a balanced risk/reward profile. In 2011, the CHG-MERIDIAN Group almost managed to replicate the record level of net income that it had achieved in 2010. The primary contributing factor was the increase in overall operating profit, which in turn was largely attributable to the gross margin from new and extended leases. However, these factors only impact on the profit and loss statement with a certain time lag. Over the past few years, CHG-MERIDIAN has pursued a strategy of expansion and internationalization. In 2011, this strategy played an even greater role in the Group‘s performance. Although the German parent company still makes the largest single contribution to the total volume of leases originated, the foreign subsidiaries are becoming an increasingly significant factor in the Group‘s long-term success. The performance of the US subsidiary, which more than doubled its volume of lease originations, is particularly noteworthy in this respect. 1.1.2 Economic Environment Net income After suffering its most severe crisis since World War Two, the global economy staged a modest recovery in 2011. Although the capital spending ratio across the European Union (EU 27) began to improve again gradually, it is still well below its pre-crisis levels. The Eurostat table below shows the seasonally adjusted changes in this ratio, which is a key economic indicator for the CHG-MERIDIAN Group. Rate of investment in percent Key figures from profit and loss statement Net interest expense -32,373 -34,741 6.8 Profit from ordinary activities 50,809 53,848 -5.6 Net income 36,779 38,092 -3.4 The parent company, CHG-MERIDIAN Deutsche Computer Leasing AG, Weingarten (also referred to below as „CHG-MERIDIAN AG”), again made the largest contribution to the Group‘s profits. However, the encouraging overall trend in recent quarters has varied significantly from region to region and industry to industry. 1 18 Defined as the net total of income from leasing, expenses from leasing, and depreciation, amortization and write-downs of leased assets 19 1 group management report > Overview 1 group management report > Performance of the Group‘s business 1.2 Performance of the Group‘s business The EU Commission forecast in the autumn of 2011 that global gross domestic product (GDP) would grow by 3.7 percent for the year as a whole. GDP growth in the European Union and the United States – the key markets for the CHG-MERIDIAN Group – was more subdued in some regions. Growth of 1.6 percent was forecast for both of these markets. Whereas the German economy is expected to have achieved growth almost on a par with the global economy in 2011 (2.9 percent), economic activity in other countries – notably the United Kingdom – is predicted to have hardly picked up at all (0.7 percent). Although Mexican GDP had contracted sharply by 6.4 percent in 2009, it subsequently recovered impressively, increasing by 5.3 percent in 2010 and by 4.0 percent in 2011. 1.2.1 Lease Originations Leases originated by the Group The table below shows the breakdown of lease originations in the CHG-MERIDIAN Group ( in € 000‘s): 1.1.3 Performance of the Leasing Sector Forrester forecast at the end of June 2011 that the information and communication technology (ICT) market in western and central Europe would grow by 3.8 percent in 2011 to an aggregate volume of € 553 billion. In global terms this means that Europe would continue to lag well behind the Americas (€ 738 billion) and the Asia-Pacific region (€ 675 billion). IT market trends Leaseurope, the European Federation of Leasing Company Associations, estimates that the total volume of leases originated in Europe in 2011 grew by 10.1 percent compared with 2010. One exception to this trend was the Mediterranean countries, where the volume of lease originations actually contracted. In the United States, the Equipment Leasing and Finance Association (ELFA) calculated in December 2011 that the value of financed equipment had risen by 25 percent compared with 2010. However, many member companies have witnessed stiff price competition in the sector. Two main trends are driving growth in the leasing market. First, besides its purely financing function, IT leasing is becoming a project business, in which leasing companies offer their customers one-stop solutions as part of a full-service leasing approach. As a result, the costs of an IT project are more predictable and transparent from the outset. A further benefit for customers is that they have just one point of contact for both financing and service. Second, because of its „pay-as-you-earn” method of payment, leasing represents a highly efficient form of financing that conserves liquidity compared with conventional hybrid forms of equipment finance that combine equity and debt. 2 20 in TEUR Dec. 31, 2011 Dec. 31, 2010 Change % Lease origination 858,057 660,970 29.8 Germany 446,463 344,393 29.6 15,739 11,577 36.0 Austria CIO reckons that the comparison with the United States reveals especially typical trends, although 2011 constitutes an exception. Only in 2011 will western and central Europe have grown more strongly than the United States. However, Forrester is predicting that the US market will expand by 12.9 percent in 2012, which will further increase its lead over Europe. The reason for this trend is that ICT capital investment in Europe remains consistently below GDP growth while spending in the United States remains equally consistently above it. Very little meaningful data is available on trends in the equipment leasing market, an area that is particularly relevant to the CHG-MERIDIAN Group, because inadequate statistics are recorded for the leasing markets outside Germany. This is especially true for countries where lease financing is still underrepresented. According to management figures reported, the total volume of leases originated by the CHG-MERIDIAN Group, which is calculated on the basis of the invoices received for leased equipment or equipment sold to funding institutions, amounted to € 858.1 million in 2011. This equates to a year-on-year increase of € 197.1 million, or 29.8 percent. Trends in the equipment leasing market Switzerland 9,269 8,512 8.9 UK, Ireland 43,324 54,982 -21.2 Netherlands 31,436 19,529 61.0 Belgium 52,079 48,499 7.4 France 40,471 20,557 96.9 Spain 26,491 20,894 26.8 Italy 29,281 15,786 85.5 Russia 3,022 5,846 -48.3 Poland 4,250 2,087 103.6 Czech Republic, Slovakia 4,127 3,665 12.6 1,460 184 693.5 Mexico (50% share) Slovenia 56,773 59,791 -5.0 United States, Canada 93,872 44,668 110.2 There was a significant increase in lease originations in a number of the foreign subsidiaries with the result that there was a steady increase in the importance of international business in the CHG-MERIDIAN Group. The foreign subsidiaries now originate 48.0 percent (2010: 47.9 percent) of the Group‘s total leasing volume. The small percentage increase is attributable to the fact that CHG-MERIDIAN AG raised its volume of lease originations by 29.6 percent. This trend shows that the systematic expansion of the Group into profitable markets has helped exploit significant sources of growth. The CHG-MERIDIAN Group‘s growth in 2011 was particularly strong in the US, French, Italian, and Dutch markets. The largest growth in absolute terms outside Germany was achieved by the US subsidiary, which drove up lease originations from € 44.7 million to € 93.5 million. This doubling of its lease origination volumes was attributable to targeted investment in its sales department and spending on infrastructure. Because the US market continues to offer considerable potential, CHG-MERIDIAN AG decided to assist its further growth by increasing the US subsidiary‘s share capital by $US 40 million (€ 30.7 million). Source: EU Commission, EUROSTAT 21 1 group management report > Performance of the Group‘s business 1 group management report > Performance of the Group‘s business Funding structure The companies in France and Italy almost doubled their volumes of lease originations, with France growing by € 19.9 million, or 96.9 percent, and Italy advancing by € 13.5 million, or 85.5 percent. The subsidiary in the Netherlands expanded its lease originations by € 11.9 million, or 61.0 percent, year-on-year. The companies in Spain, Austria, Belgium, Poland and Slovenia achieved increases in the single-digit euro millions. The planned funding ratios were comfortably achieved in 2011. As intended, the CHG-MERIDIAN Group reduced its proportion of non-recourse funding to 78.8 percent (2010: 81.0 percent). In contrast to the strong growth generated by the subsidiaries in Mexico (193 percent) and Russia (625 percent) in 2010, these two companies reported modest decreases of € 3.0 million and € 2.8 million respectively in 2011 that were partly caused by currency translation losses. The volume of loans raised reached a record € 117.6 million in 2011 (2010: € 77.0 million). Funding from loans was increased significantly, especially in Germany (2011: € 77.5 million, 2010: € 59.1 million) and Mexico (2011: € 28.9 million, 2010: € 13.9 million). 13.7 percent of the volume of lease originations was funded by loans from 15 banks. Because CHG-MERIDIAN AG has a direct and indirect 50.0 percent shareholding in CHG-El Camino Resources Mexico S.A. de C.V., Mexico City (Mexico), only half of the volume of leases originated in Mexico is attributed to the CHG-MERIDIAN Group. Free cash flow was used to fund € 63.9 million, or 7.5 percent, of the total volume of leases originated by all regional companies. Having achieved impressive growth in 2010, the UK subsidiary fell back more or less to where it had been in 2009. Trends at the individual regional companies These companies continued to pursue a policy of rejecting new business that either appeared too risky or did not offer an adequate risk/return profile. Despite the very high absolute increase in the volume of leases originated for existing customers, the proportion of business transacted with new customers was actually raised from 28.9 percent to 31.9 percent in 2011. The acquisition of new clients enables the CHG-MERIDIAN Group to continually renew its portfolio and is vital to its lasting success. Its long-term objective is therefore to win a consistent proportion of new customers over time (roughly 30 percent). Proportion of business with new customers 1.2.2 Funding Credit lines were increased in order to meet the greater demand for funding. As the sovereign debt crisis played out in the second half of the year, however, several funding partners demanded higher liquidity premiums and, in some cases, required longer processing times and imposed stricter criteria on the credit-standing documentation to be submitted. The CHG-MERIDIAN Group was not affected by funding difficulties either in 2009, at the time of the crisis, or in the two subsequent years. Existing credit lines were extended and considerably increased. It was also possible to obtain new funding partners. This wide range of funding sources meant that the CHG-MERIDIAN Group had sufficient funding lines available at all times in 2011. The total volume of funding raised by the CHG-MERIDIAN Group in the year under review (€ 794.1 million) represented a new all-time high (2010: € 612.3 million) and equated to year-on-year growth of 29.7 percent. This funding was obtained from a total of 64 banking partners in over 3,700 transactions. The funding base was expanded above all in the United States, where the number of partners increased sharply to 14. The total funding volume increased year-on-year in all regions except eastern Europe. Funding environment Future receivables are generally sold on a non-recourse basis (forfaiting) in Germany, Austria, Switzerland and Belgium. Receivables worth a total of € 381.9 million (2010: € 318.6 million) were sold on an à forfait basis in these countries in 2011. As in previous years, the Company‘s funding structure in Germany was characterized by a high degree of non-recourse funding. Based on the volume of non-recourse finance of € 325.3 million (2010: € 272.2 million) that was disbursed in 2011, the forfaiting ratio was around 72.9 percent last year compared with 79.3 percent in 2010. The forfaiting ratio is defined as the proportion of disbursed non-recourse finance to lease originations during the year. The aggregate volume of forfaiting transactions in the Austrian and Swiss subsidiaries amounted to € 18.5 million in 2011 (2010: € 13.2 million). Loans totaling € 5.8 million (2010: € 3.9 million) were raised to partly compensate for the larger volume of lease originations. Non-recourse finance was obtained from five funding partners in Austria (2010: four). As in the previous year, leases originated in Switzerland were funded on a nonrecourse basis by one bank. The volume of funding raised in Belgium grew from € 33.2 million in 2010 to € 42.4 million in 2011; € 38.0 million of this amount (2010: € 33.2 million) was funded on a nonrecourse basis. In the United Kingdom, non-recourse funding amounting to € 36.7 million (2010: € 50.4 million) was obtained from 13 (2010: 18) banks. The decrease in lease originations largely accounted for the contraction in the volume of receivables funded. The funding transactions have the legal status of loans whose repayments are dependent on the lessee‘s credit standing and payments. Non-recourse transactions to fund operating leases are shown on the balance sheet under deferred income, whereas the non-recourse funding of finance leases is reported under liabilities to banks. 3 22 Accounted for as leased assets on the lessor´s balance sheet 23 1 group management report > Performance of the Group‘s business 1 group management report > Performance of the Group‘s business Funding in France, Spain and Italy is generally provided through the sale of assets, which involves transferring legal title to the leased equipment as well as the credit risk to the funding partner. These countries used this method to raise funding of € 87.8 million in 2011 compared with € 56.1 million in 2010. These totals are broken down as follows: € 38.7 million in France (2010: € 22.5 million), € 25.9 million in Italy (2010: € 11.8 million), and € 23.2 million in Spain (2010: € 21.8 million). Region Central Europe D-A-CH-SLO Western Europe B-NL-UK Southern Europe In eastern Europe, lease originations totaling € 2.7 million (2010: € 9.4 million) were funded on a non-recourse basis. In addition, € 1.0 million of the leases originated in eastern European countries were funded by loans. F-SP-I Eastern Europe RUS-PL-CZ-SK Americas USA-CAN-MEX (50%) Non-recourse funding of € 103.1 million was obtained in the United States (2010: € 33.0 million). The funding partners currently available comprise 14 (2010: eight) banks, which in some cases also funded receivables from leases originated in the previous year. Total Non-recourse funding in Mexico totaled € 30.6 million (2010: € 46.5 million) and was provided by two banking partners. In addition, funding of € 28.9 million (2010: € 13.9 million) was obtained in the form of loans in Mexico. The CHG-MERIDIAN Group only recognizes half of the funding volumes in Mexico in line with its 50 percent shareholding in the local company. * Funding by banks Volume of loans originated € 000‘s Number of banks Type of funding € 000‘s 2011 2010 472,931 Non-recourse loans 343,837 83,324 22 24 126,839 Non-recourse loans 108,505 4,340 1 18* 22* 96,243 Non-recourse loans 87,827 0 11 13 11,399 Non-recourse loans 2,748 956 3 2 150,645 Non-recourse loans 133,656 28,940 22 16 858,057 Non-recourse loans Free Cash Flow 676,573 117,560 63,924 64* 64* incl. CHG-MERIDIAN Capital Ltd. (UK) 1.2.3 Legal and Organizational Structure of the CHG-MERIDIAN Group The organizational structure of the operating companies in the CHG-MERIDIAN Group as at December 31, 2011 is shown in the diagram below. The fact that the proportion of non-recourse funding remains high reflects the CHG-MERIDIAN Group‘s unchanged principle that most of its leases should be funded by banking partners on a non-recourse basis. Funding provided by the Company itself should take the form of bridging loans until non-recourse finance becomes available. However, the Company is deliberately stepping up its loan-based funding for customers with excellent credit standings and is therefore aiming to reduce its proportion of non-recourse funding to between 60 and 70 percent over the next few years. The CHG-MERIDIAN Group is looking to exploit significant synergies and margin potential by increasing its use of loan-based finance. Consequently, part of the Company‘s focus in Germany has been on obtaining further syndicated loans. chg-meridian dEUTSCHE cOMPUTER lEASING ag CHG-MERIDIAN Canada Finance Ltd CHG-MERIDIAN US Holding Inc. CSL Finance N.V. CHG-MERIDIAN Computer Leasing Netherlands BV CHG-MERIDIAN Computer Spain S.L. CHG-MERIDIAN Schweiz AG CHG-MERIDIAN Computer Leasing Ireland Limited CHG-MERIDIAN Italia S.p.A. CHG-MERIDIAN Computer Leasing Austria GmbH CHG-MERIDIAN (Holdings) UK Limited CHG-MERIDIAN Computer Finance France SAS CHG-MERIDIAN Computer Leasing d.o.o. (Slovenia) 95% CHG-MERIDIAN Mobilien GmbH CHG-MERIDIAN Computer Leasing Czech Republic s.r.o. 63.16% CML Services GmbH CHG-MERIDIAN Computer Leasing Slovakia s.r.o. abakus IT AG CHG-MERIDIAN Computer Leasing Polska sp. z o.o. 85% CHG-MERIDIAN Leasing-BeteiligungsHolding GmbH 68.51% CHG-MERIDIAN Computer Leasing Belgium N.V. CHG-MERIDIAN US Finance Ltd. CHG-MERIDIAN Belgium N.V. 31.49% 99.92% 0.08% The CHG-MERIDIAN Group managed to maintain its funding base of 64 lending banks despite the fact that some partners ceased to provide finance for leasing companies. Roughly 34.3 percent of the total volume of funding raised was obtained from the four main banking partners (Landesbank Baden-Württemberg, SG Equipment Finance Group, ING Lease, and IBB). This proportion equated to a year-on-year decrease of a further 4.2 percentage points. In order to further expand its funding base the CHG-MERIDIAN Group began negotiations with banking partners in 2011, which will result in new master agreements in 2012. Business relations In 2011, based on disbursed funding of € 794.1 million (2010: € 612.3 million) and lease originations in the Group of € 858.1 million (2010: € 661.0 million), the proportion of leases funded externally was 92.6 percent (2010: 92.6 percent). The fact that the Group has managed to sustain this significant level of external funding illustrates the high level of trust that funding partners have in the CHG-MERIDIAN Group. Percentage of leases funded externally 41.83% CHG-MERIDIAN do Brasil Locação de Equipamentos Ltda. CHG-El Camino S.A.P.I. DE C.V. (Mexico) 51% 0.001% 8.17% 99.999% ECR Leasing Services S.A.de C.V. SOFOM, ENR SPAP S.A.P.I. de C.V. 54.4% OOO CHG-MERIDIAN Leasing (Russia) CHG-MERIDIAN UK Limited CHG-MERIDIAN Capital Limited (UK) Lease Support Desk Limited (UK) n-komm GmbH CHG-MERIDIAN Computer Leasing UK Limited The CHG-MERIDIAN Group has its own subsidiaries in all countries where lease finance is offered. The German parent company provides the necessary back-office services for the subsidiaries in Austria, Switzerland and Slovenia. At the end of 2011 the CHG-MERIDIAN Group had a total of eight sales offices in the German-speaking countries (December 31, 2010: eight); the geographical distribution of these offices ensures that they are sufficiently close to their clients. The UK company provides the necessary services for the subsidiary in Ireland, while the Belgian company provides some of these services for the subsidiary in the Netherlands. Slovakia receives administrative support from the Czech Republic. The other companies maintain their own administrative departments in addition to sales departments. The Canadian subsidiary is managed from the United States. 24 25 1 group management report > Performance of the Group‘s business 1 group management report > Performance of the Group‘s business 1.2.4 Technology and Service Center Whereas the number of staff in the United States increased from 22 to 34 in 2011 owing to the growth of this local subsidiary, the headcount at the French subsidiary fell from 27 to 20. The new Technology and Service Center in Gross-Gerau near Frankfurt am Main was completed at the end of 2010 and is also used as a sales office. The Technology and Service Center has the capacity to recondition 800,000 items of equipment per year and has been designed with the requirements and processes of the CHG-MERIDIAN Group in mind. We are therefore confident that the larger volumes of equipment that we recondition will further lower our marginal unit costs. For both environmental and economic reasons, the building is equipped with a photovoltaic installation. This installation is the largest of its kind in the Gross-Gerau area. The office building is heated by means of an air heat pump. New Technology and Service Center in Gross-Gerau The Technology and Service Center in Gross-Gerau sold approximately 416 thousand items of equipment in 2011 (2010: 394 thousand), which was a year-on-year increase of 5.6 percent. In addition to returned leased equipment, the items of equipment sold include 73 thousand units (2010: 72 thousand units) purchased by CHG-MERIDIAN AG from customers or third parties so that they could be reconditioned in the Technology and Service Center and then resold in the market (brokerage). The CHG-MERIDIAN Group‘s strategy is to generate additional income from the reconditioning and remarketing expertise offered by the Technology and Service Center. The year under review also saw greater demand for the ITrelated services rendered by the CHG-MERIDIAN Group. Whereas data was securely erased from 59,976 hard disks in 2010, secure erasure processes were carried out on a total of 73,617 hard disks in 2011. The majority of customers opted for TÜV-certified data erasure. Volumes of remarketed equipment The increased productivity generated by the Technology and Service Center is demonstrated by the improvement in the average inventory turnover rate, which rose from 6.4 in 2008 to 10.1 in 2009 and then to 17.5 in 2011. This means that the amount of time needed to process IT equipment in the Technology and Service Center has been reduced by roughly 63 percent in just three years. IT Inventory turnover rate in the Technology and Service Center The secure data erasure service provided by the Technology and Service Center in Gross-Gerau in accordance with processes certified by TÜV Informationstechnik GmbH and DEKRA continued to grow significantly in 2011, increasing by 25 thousand appliances from 37 thousand in 2010 to approximately 62 thousand in 2011. In addition, a recently acquired high-performance degausser was used in Gross-Gerau to demagnetize more than 11 thousand (2010: roughly 16 thousand) hard disks. Services A breakdown of the employee structure is given in section 1.2.5.2. Incorporation of corporate values into human resources management The CHG-MERIDIAN Group applies the principle of management by objectives to achieve the overarching corporate targets. Individual targets are agreed for sales staff and managers. The formulation, agreement, and monitoring of annual targets ensures that all employees are actively involved in working to achieve the Company‘s strategic objectives. Furthermore, the CHG-MERIDIAN Group has defined values that provide guidance for all members of staff in their day-to-day work and make up its corporate philosophy and culture. Through these shared objectives and values, combined with clearly defined policies, the Group aims to ensure that all employees conduct themselves ethically and in compliance with the law, both with regard to each other and to the public. Skills training and continuing professional development The CHG-MERIDIAN Group continued to give high priority to skills training and continuing professional development for its employees in 2011. The CHG-MERIDIAN Academy provides employees with CHG-MERIDIAN-specific knowledge and expertise, such as information about the Group‘s systems and processes. The Company continued to expand its extensive training program and rolled it out to the foreign subsidiaries in 2011. CHG-MERIDIAN AG also met its obligation as a responsible corporate citizen to provide training and apprenticeships for young people. Four apprentices commenced their commercial and IT traineeships in 2011. Two DHBW students and three trainees who completed their studies/training in 2011 were offered jobs at CHG-MERIDIAN AG last year and they now work in the IT/Organization, Internal Sales, and Sales departments. There were therefore a total of 12 people in traineeships and apprenticeships at CHG-MERIDIAN AG. The Company also offered students and schoolchildren more internships in an international setting, giving them the opportunity to translate theory into practice and explore their personal strengths and interests. The year under review also saw CHG-MERIDIAN AG enter and win an award in the TOP JOB competition to find the 100 best employers among Germany‘s small and medium-sized firms. The prize was presented by TOP JOB mentor Wolfgang Clement at the official awards ceremony in Duisburg on January 26, 2012. The Technology and Service Center is increasingly performing proprietary services for customers of the CHG-MERIDIAN Group, thereby enhancing client satisfaction and helping to boost profitability. Companies looking to become a TOP JOB employer have to achieve excellent ratings in a number of categories. The criteria assessed during the competition range from leadership and dynamism to culture & communication, staff development & prospects, motivation, entrepreneurship, and family friendliness. The results of this survey were largely based on an online questionnaire sent to all members of staff in conjunction with information provided by HR employees about their work. 1.2.5 Human Resources and Employee Structures 1.2.5.1 Staff Development and Training The CHG-MERIDIAN Group employed a total of 637 people as at December 31, 2011, which was 47 more than at the end of 2010. Human Resources CHG-MERIDIAN AG employed 362 people at the balance sheet date, which was 18 more than at the end of the previous year (December 31, 2010: 344 people). The number of employees at the non-leasing companies rose by five to 64. 26 27 1 group management report > Performance of the Group‘s business 1 group management report > Key Performance Figures 1.2.5.2 Employee Structure 1.3 Key Performance Figures The table below gives a breakdown of staff in the CHG-MERIDIAN Group by country and company as at December 31, 2011: 1.3.1 Report on the Results of Operations Country Company Headcount 2011 2010 Germany CHG-MERIDIAN Deutsche Computer Leasing AG 362 344 abakus IT AG 34 33 n-komm GmbH 21 16 9 10 CML Services GmbH France CHG-MERIDIAN Computer Finance France SAS 20 27 UK CHG-MERIDIAN (Holdings) UK Limited 51 47 Belgium CHG-MERIDIAN Belgium N.V. 27 21 CHG-MERIDIAN Computer Leasing Belgium N.V. Italy CHG-MERIDIAN Italia S.p.A. 21 13 Spain CHG-MERIDIAN Computer Spain S.L. 17 15 Russia OOO CHG-MERIDIAN Leasing 10 11 Austria CHG-MERIDIAN Computer Leasing Austria GmbH 4 6 Poland CHG-MERIDIAN Computer Leasing Polska sp. z o.o. 6 5 Netherlands CHG-MERIDIAN Computer Leasing Netherlands BV 9 9 Switzerland CHG-MERIDIAN Schweiz AG 4 4 Czech Republic CHG-MERIDIAN Computer Leasing Czech Republic s.r.o. 8 7 United States of America CHG-MERIDIAN US Holding Inc. 34 22 637 590 total There were no employees in Slovakia, Slovenia, Ireland, or Canada as at the balance sheet date. The CHG-MERIDIAN Group achieved net income of € 36.8 million in 2011, which was the second-highest figure in the Company‘s history. Profit from ordinary activities in 2011 amounted to € 50.8 million compared with € 53.8 million in 2010. This result, which represented only a slight year-on-year decrease, reflects the individual line items. The improvement in net interest expense and net commission income almost compensated for the decline in net income from leasing. Staff expenses rose by € 6.2 million owing to the higher number of employees and the record figures reported for lease originations and gross margin, which are key performance indicators and form the basis of the variable remuneration paid to sales staff. Income The table below gives a geographical breakdown of total income from leasing, interest income from lending and money-market transactions, commission income and other operating income (in € 000‘s). 2011 Change % Germany 491,206 491,712 -0.1 Europe (excl. Germany) 246,972 237,365 4.0 44,328 10,096 339.1 782,506 739,173 5.9 Americas TOTAL The CHG-MERIDIAN Group raised its income from leasing by € 34.3 million to € 745.2 million in 2011 on the back of its strong growth in the Americas. Nevertheless, the lion‘s share of income from leasing was once again contributed by the German parent company, which accounted for 62.1 percent (2010: 67.3 percent) of the total. The second-largest contribution to total income from leasing was made by the Belgian companies, which accounted for 7.0 percent (2010: 7.0 percent) of the total with an amount of € 51.8 million (2010: € 49.5 million). The US subsidiary contributed € 43.0 million, or 5.8 percent, of the CHG-MERIDIAN Group‘s total income from leasing. The United States is already expected to make the second-largest contribution to income from leasing in 2012. Income from leasing comprises proceeds from leasing, brokerage4 (in € 000‘s). and disposals5 2011 2010 Change % 624,849 601,998 3.8 Revenue from brokerage 78,644 62,459 25.9 Revenue from disposals 41,685 46,458 -10.3 745,178 710,915 4.1 Revenue from leasing TOTAL 4 28 2010 5 Revenue from brokerage includes revenue from IT brokerage and revenue from the sale of assets in the context of funding. Revenue from disposals comprises revenue from the sale of used lease returns. 29 1 group management report > Key Performance Figures 1 group management report > Key Performance Figures 1.3.2 Report on the Net Assets and Financial Position Revenuefrom leasing rose from € 602.0 million in 2010 to € 624.8 million in 2011. The main reason for this increase was the relatively strong growth in lease originations at the US subsidiary. The CHG-MERIDIAN Group‘s total assets amounted to € 1,499.1 million as at December 31, 2011 (December 31, 2010: € 1,245.2 million), which represents a year-on-year increase of € 253.9 million or 20.4 percent. The Group‘s net assets continue to consist mainly of leased assets and deferred income. The CHG-MERIDIAN Group generated brokerage revenue primarily from the sale of assets by the subsidiaries in France and Spain. They sell the leases as part of funding, as a result of which revenue from the sale of assets is reported under brokerage revenue. This revenue amounted to € 68.8 million in 2011 (2010: € 52.8 million). Leased assets had grown by € 196.0 million to € 1,097.7 million by December 31, 2011 (December 31, 2010: € 901.7 million). In addition, receivables from finance leases, which are reported under loans to customers, had advanced by € 46.1 million to € 129.9 million as at December 31, 2011 (December 31, 2010: € 83.8 million) and largely explain the increase in loans to customers. The CHG-MERIDIAN Group earned revenue of € 22.8 million from the Technology and Service Center in 2011 (2010: € 25.2 million). Revenue from brokerage amounted to € 2.9 million (2010: € 2.6 million). The CHG-MERIDIAN Group generated revenue of € 19.9 million from the remarketing of lease returns (2010: € 22.6 million). The main revenue drivers in 2011 were again laptops, which accounted for € 7.6 million (2010: € 9.1 million), desktop PCs, which accounted for € 6.6 million (2010: € 7.4 million), TFT monitors, which accounted for € 4.1 million (2010: € 5.0 million), and servers, which accounted for € 2.4 million (2010: € 1.4 million). Investment in leased assets are matched on the other side of the balance sheet by leaserelated liabilities to banks totaling € 163.6 million (December 31, 2010: € 158.7 million) and deferred income of € 869.0 million (December 31, 2010: € 776.6 million) for receivables sold on a non-recourse basis. The increase in lease-related liabilities to banks is a result of the year-on-year growth in the volume of lease originations and a simultaneous decrease in the proportion of non-recourse funding raised in 2011 (see section 1.2.2). Revenue from the remarketing of equipment generated by the Technology and Service Center fell by € 2.2 million, or 9.5 percent, year-on-year despite the larger number of items sold. This decrease was attributable to the declining market prices of used equipment and to the greater age of the equipment returned, which in turn was caused by lease term extensions. Nevertheless, the market for used IT equipment remains intact and demand for equipment continues to exceed supply. CHG-MERIDIAN AG increased its share capital by € 10.0 million in 2011 by converting other retained earnings. In addition, two million of the Company‘s own shares were recalled and canceled. However, this had no impact on its net assets or financial position because treasury shares are already recognized as a negative line item within stockholders‘ equity. Net commission income rose by € 0.3 million in 2011 owing to the constant expansion and more efficient processing of the CHG-MERIDIAN Group‘s service offering as well as the availability of IT solutions that were customized to meet clients‘ specific needs. The constant improvement and development of full-service leasing throughout the lifecycle of leased IT products is gaining in importance Commission income The depreciation and write-downs of leased assets comprised depreciation of € 483.5 million (2010: € 476.1 million) and write-downs of € 1.3 million (2010: € 4.7 million). The rise in depreciation of leased assets was largely due to the growth in lease originations (see section 1.2.1). Depreciation, amortization, write-downs, and expenses Expenses from leasing rose by € 33.3 million to € 116.4 million in 2011, which stemmed largely from the higher expenses incurred in connection with the generation of revenue from brokerage. The CHG-MERIDIAN Group‘s equity ratio came to 7.5 percent, rising by 0.4 percentage points year-on-year despite the strong growth in total assets. However, as in the case of all leasing companies, the equity ratio for the CHG-MERIDIAN Group is of limited use as an indicator. As a lessor in transactions where non-recourse funding is used, the CHG-MERIDIAN Group recognizes the leased assets on its balance sheet even though, in funding of this nature, it is merely guaranteeing the existence of a legally valid claim to the receivables. At the same time, the net present values of the lease receivables falling due after the balance sheet date that have been sold on a non-recourse basis are reported under liabilities. These accounting principles result in balance sheet inflation which significantly reduces the ratio of stockholders‘ equity to total assets. Wherever possible, subsidiaries finance themselves. In order to do so, they have to ensure that they sustain their profitability. Their parent company, CHG-MERIDIAN AG, is also available to help finance profitable projects by ensuring that its subsidiaries are sufficiently capitalized and by granting them loans. Other liabilities grew by a modest € 5.5 million to € 127.5 million. Interest expense advanced by € 3.9 million year-on-year to € 47.9 million. This increase was partly attributable to the higher interest cost of funding the growth in lease originations. Staff expenses grew by € 6.2 million to € 58.9 million in 2011, mainly as a result of the rise in performance-related commissions. This increase was in turn a consequence of the significant rise in gross margins in 2011, the growth in lease originations, and the resultant impact on staff expenses and the recruitment of new employees. Overall the financial position of the CHG-MERIDIAN Group is very sound: free cash flow as at December 31, 2011 was significant at € 93.7 million (December 31, 2010: € 82.4 million) and the Group also had ample lines of credit at its disposal. A consolidated tax expense of € 14.0 million (2010: € 15.8 million) reduced the net income for 2011. Taken together, the results of the CHG-MERIDIAN Group‘s operations were positive. 30 31 1 group management report > Opportunities and Risks Report 1.4 Opportunities and Risks Report 1.4.1 Opportunities 1.4.1.1 Opportunities in the Leasing Market As a consequence of the financial crisis, many companies are pursuing more flexible corporate finance options as markets become steadily more buoyant. In addition, much stricter criteria are being applied to long-term lending to corporates as a result of rules such as those under Basel III, and bank loans are tending to become more expensive. Because leasing offers an attractive alternative form of finance for long-term spending on capital equipment, leasing companies can benefit from this situation. The current economic conditions offer the CHG-MERIDIAN Group, in particular, a range of opportunities for growth, given that it can obtain cost-effective funding for its leases on the strength of its credit standing and because it achieves optimum management of a diversified leasing portfolio. 1.4.1.2 Opportunities in IT A well-functioning IT infrastructure forms the basis for all business processes and is therefore critical to the performance of a business. The development, implementation, and optimization of groundbreaking, customized, end-to-end IT concepts enhances flexibility, cost transparency, and planning certainty for clients and, at the same time, reduces client administrative expenses The CHG-MERIDIAN Group recognized this trend early on and believes that its potential for further growth lies in the constant improvement and development of its full-service leasing offering throughout the lifecycle of the IT products it leases. The financial benefits of cloud computing – a new technology in the IT industry in which IT services are made available and managed over the internet, and then billed according to use – can be fully exploited by the comprehensive range of services offered by the CHG-MERIDIAN Group. Data centers can be optimized with the Data Center Solution module, which was launched in 2010 and comprises both commercial and technical solutions. This consultancy model, which is offered both as a full-service package and as a stand-alone module, brings structure to complex processes and also optimizes energy efficiency, service continuity planning, and capacity utilization in data centers. The expansion of consultancy services and the optimization of asset management is therefore a key factor in helping the CHG-MERIDIAN Group to exploit the potential for growth in the service market. 32 1 group management report > Opportunities and Risks Report The CHG-MERIDIAN Group uses the TESMA© Online asset management system that it developed as a technical platform for communicating with its clients. This internet-based application provides clients with a complete and effective IT planning and reporting system, as it makes data on hardware, installation, and leases for each item of equipment available in electronic form in a centralized database. TESMA© Online uses the latest Web 2.0 technology and features a cutting-edge design. The new technology enables, for example, procurement processes to be individually mapped for customers and at the same time facilitates lifecycle asset tracking. The integration of the online functionality offered by Bechtle AG and DELL considerably enhanced TESMA©‘s appeal in 2011. Customers can now use TESMA© Online not only to access a selection of predefined IT equipment but also to draw on a very extensive and non-captive online product range. TESMA© Online offers clients of the CHG-MERIDIAN Group a comprehensive range of solutions over the entire IT lifecycle. Before TESMA© Online is made available to customers, it is configured into the following modules to suit their individual requirements: • • • • • • • • eProcurement – a central ordering platform Asset-Tracking – lifecycle management for the entire IT portfolio Contract Management – swift access to all relevant contract information Invoicing – swift and simple checking of invoices Ticket Management – ticket manager for the administration of damage reports Own Asset – convenient administration of purchased equipment Reporting – standard and individual reports shown as charts and tables Data Bridge – a data integration interface. TESMA© Online was used by roughly 1,400 existing customers in 2011. The CHG-MERIDIAN Group has continued to develop TESMA© Online and has rolled it out to all foreign subsidiaries. The Company can therefore offer all its customers a uniform communications platform – from the United States to Russia. The following describes the range of services geared to the product lifecycle of leased assets: • The Company‘s wealth of experience in the realization of IT projects has provided it with extensive expertise that it can make available to its clients, if requested, to help them make decisions when working on projects. This includes conducting a needs analysis of appropriate IT infrastructure and designing the optimum procurement, configuration, and replacement process for the client, which can reduce the amount of time and administrative work needed and therefore both reduce costs and improve quality. • By using various leasing models, the Company facilitates the regular replacement and systematic upgrading of hardware for client/server applications. To this end, it caters to customers‘ growing need at all stages of the IT lifecycle for guaranteed high-quality service and support and the comprehensive out-tasking of many activities involved in capital investments at a reasonable price that can be easily calculated. • Leasing models for printers are available that give customers the cost transparency they require plus a comprehensive service. For years now the CHG-MERIDIAN Group has been transforming its business from a pureplay equipment financing organization into an investment management company. • The Company enables clients to choose how their invoices are designed and sent, depending on their individual business needs. By offering a range of services that is geared to the IT products‘ lifecycle, the Company goes well beyond the financing function traditionally performed by leasing companies. The CHG-MERIDIAN Group operates as an IT service provider that offers its services as part of a customized, solutions-driven leasing model. It adds substantial value for its clients by providing carefully selected services and partners for each individual project as part of a full-service IT leasing package. • The innovative Asset Care product enables CHG-MERIDIAN AG and some of its subsidiaries to offer their customers comprehensive protection that includes insurance cover for electronic equipment and a conventional manufacturer‘s warranty. The insurance cover is now significantly more comprehensive than a manufacturer‘s warranty. 33 1 group management report > Opportunities and Risks Report • Once their lease has expired, most clients prefer CHG-MERIDIAN to take back and remarket used equipment for them (end-of-lifecycle management). This means that clients are not inconvenienced by having to dispose of or remarket the equipment themselves. • By offering its secure data erasure service, which has been inspected and certified by TÜV Informationstechnik GmbH, Essen, Germany‘s safety standards authority, the Company enables its clients to erase their sensitive and personal data from their hard disks in compliance with data protection laws. Such erasure cannot be reversed by currently available technology. • Price-per-Port Managed Networks, a new usage-based billing model offered in collaboration with HP Networking, provides greater cost transparency. In this model, each service, software, or hardware component is no longer billed as an individual item; instead, there is a fixed price per user. The full amount of regular costs is only incurred if the connection is actually used. This provides clients with greater flexibility and they can then focus on their core business in a time of rapidly changing economic conditions. • In conventional billing models, the cost of leasing the equipment and all services utilized can be captured in one cash flow, enabling the „cost per seat” to be calculated. 1.4.1.3 Growth Potential The greatest growth potential available to the CHG-MERIDIAN Group lies in the expansion of its service offering – as a way of supplementing and refining its product range – and, more generally, in the growth of the American market. 1 group management report > Opportunities and Risks Report 1.4.1.4 Human Resources Throughout the world, the CHG-MERIDIAN Group employs skilled sales personnel and salesrelated staff who have an outstanding level of expertise in the areas of information technology and leasing. There are also skilled administrative employees in a variety of roles throughout the Group who are responsible, for example, for contractual or funding matters. In 2011 the position of chief finance officer (CFO) was created at CHG-MERIDIAN AG, and this role was filled in October. The sales and aftersales functions in the CHG-MERIDIAN Group are therefore staffed by highly competent teams. The structured process used for hiring new employees is implemented by the HR department in consultation with the members of the Management Board and managerial staff. The CHG-MERIDIAN Academy, working closely with the departments concerned, also offers a large number of inhouse continuing professional development options that enable the CHG-MERIDIAN Group to achieve further improvements in the quality of its workforce. Within the Group there is a continuous process aimed at integrating CHG-MERIDIAN‘s own trainees, apprentices, and students. This reinforces staff members‘ integrity and ensures that new employees acquire a broad base of knowledge as they pass through the different departments. The expertise of the experienced members of the Management Board and skilled employees, coupled with close cooperation within the individual departments, provide the CHG-MERIDIAN Group with the opportunity to further strengthen its leading market position in Germany as a non-captive supplier of IT leasing and IT services and to generate growth in a fiercely competitive market. 1.4.2 Risk assessment The options available to the CHG-MERIDIAN Group to pursue this growth potential include the expansion of its service management – a process that is already underway – and the acquisition of service companies, provided that such transactions make commercial sense. At an international level the CHG-MERIDIAN Group‘s strategy is to provide its globally active clientele with a comprehensive package of IT services in all relevant countries. The dynamic North American market, which is the world‘s largest IT and communications market in terms of revenue, and the rapidly growing emerging markets of Mexico and Brazil offer high growth potential. CHG-MERIDIAN AG also believes that there is considerable potential in the recently established subsidiary CHG-MERIDIAN Mobilien GmbH, which plans to originate leases worth € 40 million in its first year of operations. 1.4.2.1 General information Risk is an unavoidable and integral aspect of business. The purpose of the CHG-MERIDIAN Group‘s risk management system is to identify, analyze, evaluate, and manage specific threats to the Group. In order to manage these risks, the Group employs a holistic risk strategy in conjunction with processes and organizational structures for monitoring and measuring risk that are calibrated to reflect the size, nature, scope, complexity, and risk inherent in each transaction. 1.4.2.2 Organization of Risk Management The structure and organization of the CHG-MERIDIAN Group‘s risk management system are based on a defined operating and risk strategy applicable throughout the Group. This strategy is determined by the Management Board of CHG-MERIDIAN AG. The risk strategy of the CHG-MERIDIAN Group is derived from the business strategy and forms an integral part of the risk management process. The Management Board and Supervisory Board of CHG-MERIDIAN AG set out the principles of risk policy. Its core message incorporates a code of conduct and it encourages all staff members to take a sensible attitude toward risk. These principles form the basis for the specific structure of the risk management organization and they are intended to promote universal awareness of risk. All employees in the CHG-MERIDIAN Group are informed about these principles to ensure that they are aware of risk, that risks are identified and monitored, and that appropriate action is taken should an imminent threat arise. 34 35 1 group management report > Opportunities and Risks Report 1 group management report > Opportunities and Risks Report The idea behind the risk strategy is to enable us to exploit competitive advantages and opportunities while avoiding risks that exceed a defined limit. CHG-MERIDIAN adopts a risk-conscious approach to managing and monitoring potential threats and opportunities, evaluates them in terms of their risk/reward profile and decides whether to accept or avoid them based on the company‘s capacity to assume the risk involved. The relevant executive directors and other decision-makers at both the German parent company and its various foreign subsidiaries regularly analyze, evaluate and monitor risk and also identify new risks and risk categories. The level of risk that can be assumed by these decision-makers is governed by the net asset value of the individual company concerned. The Management Board of CHG-MERIDIAN AG has set appropriate limits and authorization levels for the specific risks involved, and these have been approved by the relevant supervisory bodies. As a function independent of the risk management process, internal audit – acting on behalf of the Management Board – examines the integrity and effectiveness of the risk monitoring system in accordance with the statutory Minimum Requirements for Risk Management (MaRisk). Internal audit reports regularly to the management board. Because the employees of the CHG-MERIDIAN Group are conscious of risk, threats to the Group are identified, analyzed, assessed, and properly managed in the risk management process. Furthermore, process-integral and cross-process monitoring ensure that the risk management system, and the action taken within it, functions properly, fulfils its requirements, and is effective. As a leasing enterprise with a strong focus on products and services, the CHG-MERIDIAN Group is exposed to the following material risks when conducting its business Counterparty Risk Liquidity Risk Market Risk Strategic Risk Operational Risk Credit Risk Residual-Value Risk Legal Risk Investment Risk Currency Risk Personnel Risk Country Risk Equipment Risk IT Risk Interest-Rate Risk 1.4.2.3 Risk Management and Risk Monitoring Risk Strategy The objective of the risk strategy is to ensure that the CHG-MERIDIAN Group benefits from competitive advantages and upside potential while at the same time measuring and managing any risks arising in the course of its operating activities so as to safeguard risk management as a whole. Counterparty Risk Counterparty risk is defined as the potential loss that can arise as a result of a counterparty‘s default, either because of its insolvency or its unwillingness to meet its contractual obligations. The CHG-MERIDIAN Group defines credit risk, investment risk, and country risk as material counterparty risks. Credit Risk Credit risk arises from the insolvency of clients that the Group has financed at its own risk (leases funded by loans or from the Group‘s own resources). Such risk also exists during transactions‘ prefinancing stages and in cases where purchase participation declarations have been issued. The companies seek to mitigate potential credit risk by ensuring that they have risk-adjusted organizational structures in place and by pursuing a policy of risk avoidance. Before a lease is signed in a business line relevant to this type of risk, it must be approved by at least two mutually independent decision-makers – one from the sales function and one from the aftersales function – in line with the Group‘s defined authorization procedures. Such approval requires an analysis of the customer‘s credit standing based on suitable credit rating documentation as well as close collaboration with funding partners. Exposures involving a significant risk are rejected from the outset. Another way in which the CHG-MERIDIAN Group seeks to mitigate credit risk is by deliberately offloading this risk. To this end, the Group aims to fund the vast majority of its leases through the non-recourse sale of receivables. However, the Company is deliberately pushing ahead with loan-based funding for customers with excellent credit ratings, so the forfaiting ratio will be reduced to between 60 and 70 percent in the next few years. In addition, leases are only signed with new customers if the future annual volume of leases originated for the customer is at least € 100 thousand and the customer has a high credit rating. The Group only opts for funding from its own resources or by loans if there is minimal business risk and the customer has successfully passed the credit checks. Some of the leasing models offered by the Company include prefinancing stages during which the CHG-MERIDIAN Group bears the credit risk. In order to prevent the overall risk becoming unacceptably high, the CHG-MERIDIAN Group analyzes the risk arising in connection with funding from its own resources and funding by loans as part of its monthly management reporting process; it also analyzes credit risk quarterly. The Group continued to use its risk-based operational and organizational structures to manage its credit risk effectively during the reporting period. Outstanding leases are therefore funded largely on a non-recourse basis, which means that the level of credit risk borne by the companies is moderate in relation to the total volume of business. 36 37 1 group management report > Opportunities and Risks Report 1 group management report > Opportunities and Risks Report The companies mitigate the fraudulent-receivables risk not covered by non-recourse funding to the largest possible extent by agreeing standard lease agreements in advance with the banks providing the funding. Adjustments made to these contractual arrangements for individual customers are agreed in detail with the funding bank concerned. Investment risk constitutes the risk of potential losses being incurred by the provision of stockholders‘ equity and other financial resources for the subsidiaries. Investment risk is monitored at CHG-MERIDIAN AG by the Management Board using information supplied by the financial control department. The Company‘s financial planning and control of its equity investments ensures that they are regularly monitored and managed, thereby enabling potential risks to be identified at an early stage. Investment Risk Country risk arises if political or economic circumstances in a particular country impact the value of a foreign exposure. It comprises transfer risk and other country risk. Transfer risk arises if a debtor who is otherwise solvent and willing to make payments is unable to meet payment obligations because the imposition of governmental or regulatory controls has prevented the debtor from obtaining foreign currency or from transferring assets to parties not domiciled in the country concerned. Other country risk comprises risks that may jeopardize the enforceability of receivables due from counterparties abroad, capital investments, or anticipated profits abroad, independently of the transfer risk. It depends on economic and political risk factors in a country, in particular country-specific liquidity risk, market risk, and correlation risk. Country Risk Taking on and managing residual-value risk is one of the Company‘s core competencies. The CHG-MERIDIAN Group mitigates its inherent residual-value risk by adopting a very conservative approach to the calculation of residual-value exposure. This policy reflects the situation of the client and the Group‘s own assessment of the remarketing potential of the individual product, which is based on its many years‘ experience of the market concerned. The CHG-MERIDIAN Group regularly checks the accuracy of its assessment of remarketing potential, on which this calculation is based, by analyzing the results of its remarketing efforts. If its assessment of remarketing potential changes significantly, the Group responds by adjusting the fixed limits accordingly. Residual values that exceed fixed limits at cost must be approved by the Management Board of CHG-MERIDIAN AG in accordance with the relevant limits (rules of procedure). Currency Risk Internationalization plays a key role in the CHG-MERIDIAN Group‘s efforts to continue generating high rates of growth. The increasing importance of its foreign markets exposes the Group to currency risk. At present, this currency risk arises from the funding of subsidiaries based outside the euro zone. The CHG-MERIDIAN Group aims to ensure that funding is obtained in the local currency of the subsidiary concerned from its own funding partners. This policy helps minimize currency risk. Country risk arises in CHG-MERIDIAN AG in connection with intercompany loans issued by the parent company and in connection with the net asset value of subsidiaries. As subsidiaries are exposed to both transfer risk and liquidity risk, no distinction is made between these two types of risk when determining country risk. Net asset values denominated in foreign currency are exposed to risk from exchangerate fluctuations. The Group forecasts possible future exchange-rate movements based on the fluctuations experienced in the previous 36 months and uses these to determine the currency risk. In order to minimize its country risk, the CHG-MERIDIAN Group operates almost exclusively in states that are members of the Organisation for Economic Co-operation and Development (OECD) and in economically and politically stable countries. If there is an exposure to country risk, investors generally demand a risk premium in return for this exposure. The risk premium is calculated by comparing the coupon on sovereign bonds issued by the country concerned with a risk-free sovereign bond in the same currency. If the Group identifies a significant risk exposure, it may use derivatives in the form of microhedges to mitigate and manage the risk. The parent company uses the critical-terms-match method to measure the effectiveness of the hedge. Equipment Risk Equipment risk constitutes the risk that leased equipment may be destroyed or lost by the client. The equipment risk is correlated with the residual-value risk, as it is not possible to realize any available residual value through remarketing if the leased equipment is destroyed or lost. 1.4.2.4 Market Risk The residual-value risk is defined as a loss-of-earnings risk because residual values are funded from the Group‘s own resources. Residual-value risk constitutes the risk that lease payments made over the contractually agreed term of a lease may not fully cover the investment in the leased equipment and the cost of funding. It is part of the CHG-MERIDIAN Group‘s business philosophy to take on a calculated amount of residual-value risk when it concludes leases with clients. This is often necessary because clients sometimes demand operating leases that conform to international accounting standards. This involves residual values of at least 10 percent of the cost of the lease. 38 Residual-Value Risk (Loss-of-Earnings Risk) The CHG-MERIDIAN Group seeks to mitigate its equipment risk by requiring all leased assets to be covered by electronic equipment insurance and property & casualty insurance. Such policies are either taken out by the clients themselves with the lessor as the beneficiary, or they ask the lessor to insure the leased equipment for them. To ensure that this insurance requirement is fully met and to enable claims to be settled as quickly as possible, the Group currently employs two people who specialize in this field. Equipment risk was therefore considered to be of minor significance in 2011. In individual cases, the CHG-MERIDIAN Group gives government institutions and clients of impeccable credit quality the option of bearing their own liability for equipment risk. 39 1 group management report > Opportunities and Risks Report Interest-rate risk primarily arises from financial liabilities‘ sensitivity to changes in market interest rates. 1 group management report > Opportunities and Risks Report Interest-Rate Risk By constantly monitoring and managing its cash resources using liquidity forecasts and by keeping its outstanding loan commitments and liquidity reserves under constant review, the CHG-MERIDIAN Group ensures that it is able to meet its payment obligations at all times. In the vast majority of cases, the CHG-MERIDIAN Group excludes interest-rate risk during the term of a lease by funding a very high proportion of its leases on a fixed-rate basis for their entire term. The Management Board monitors the Group‘s liquidity on a monthly basis. A three-year liquidity budget is used to manage and monitor long-term cash resources. 1.4.2.6 Operational Risk This means that interest-rate risk essentially only arises during the prefinancing stages of leases until they are funded by a bank, as a result of market-sensitive exposures (funding subject to variable terms and conditions – such as floating-rate bonds), and with respect to leases funded by the Group itself. The CHG-MERIDIAN Group seeks to mitigate and/or avert interest-rate risk by concluding leases with its clients as far as possible at the same time as negotiations are being conducted with its funding partners. This usually enables the Group to approve leases already knowing what funding terms and conditions have been agreed. Operational risk arises directly from the CHG-MERIDIAN Group‘s business activities. Material operational risk, as defined by the Group, comprises, in particular, legal risk and human resources risk. It also includes risk in connection with operating processes, including failure of the IT infrastructure. Legal Risk Most of the CHG-MERIDIAN Group‘s financial liabilities consist of fixed-rate funding with matching maturities. If any of its financial liabilities take the form of floating-rate debt instruments, the Group identifies its interest-rate risk by calculating how its net interest income or expense will be affected by changes in market interest rates. If it identifies an open position, it uses micro-hedges to hedge the exposure. As a general rule, however, the companies aim to obtain matched-maturity funding for their entire equipment portfolio without having to use derivatives. Contractual risk arises when new types of lease are used or existing types of lease are amended without the legal risks having been thoroughly assessed in advance. Changes in contract law also give rise to contractual risk. The CHG-MERIDIAN Group mitigates the first potential source of risk by severely restricting the cases in which transactions are allowed to deviate from the Group‘s general terms and conditions and by standardizing the various kinds of quotes and offers that sales staff are allowed to submit to clients. These standard arrangements have been agreed with the Group‘s funding partners and they enable its leases to be funded without any difficulties. Before a lease is signed, the relevant sales directors and contract management staff check to ensure that these standards have been complied with. Consequently, interest-rate risk did not pose a material threat in 2011. Any deviations from these standards and any customized agreements made with individual clients must be approved beforehand by the legal and funding departments and by the responsible member of the Management Board. This procedure prevents unmanageable legal risks from arising and safeguards the funding of leases. 1.4.2.5 Liquidity Risk In 2011, the high quality of lease originations led to an increase in net asset value. This asset value, together with the significant level of cash and cash equivalents, continued to ensure that the CHG-MERIDIAN Group was awarded a high credit rating. Existing credit lines were extended and considerably increased. The Company also focused on agreeing further syndicated loans. Given the current funding situation and the fact that a significant proportion of receivables from banking partners are funded on a non-recourse basis, the CHG-MERIDIAN Group does not believe that it is exposed to any material liquidity risk. For their part, banks are also returning to the idea that the funding of leasing companies is an area of business offering significant growth potential. The maturities of the leases funded by the Company almost always match those of customerrelated business. With the exception of a bond whose book value amounted to € 12 million at the balance sheet date, there was no lease funding with bullet maturities whose repayment could cause liquidity problems. 40 The CHG-MERIDIAN Group employs several attorneys, who are responsible for ensuring that the business models used in its operating activities are adapted as swiftly as possible to take into account any risk exposures arising from changes in the legal framework. Such risks are mitigated by the close involvement of attorneys, advisers, and specialist staff (legal and tax department/group accounting). Membership of the Federation of German Leasing Companies (BDL) also provides access to extensive knowledge of the industry. Personnel Risk The risk arising in connection with staff turnover is of minor significance in the CHG-MERIDIAN Group. Furthermore, the HR department is not aware of any legal disputes with employees that have a material impact on the CHG-MERIDIAN Group‘s net assets, financial position or results of operations. 41 1 group management report > Opportunities and Risks Report The CHG-MERIDIAN Group is reliant on functional and fully operational IT systems to ensure that it processes all its transactions quickly and efficiently. The systems must be continuously updated in line with changing requirements. 1 group management report > Events after the Balance Sheet Date 1.4.3 Summary IT Risk Due to the business model and organizational structure of the CHG-MERIDIAN Group, system failure in individual departments would not represent a material risk during the first few days. Against a background of steadily increasing risk and regulatory requirements, the Group has been vindicated over the long term in its decision to opt for a conservative corporate strategy. By pursuing a systematic risk management policy, the CHG-MERIDIAN Group was well informed at all times about the latest developments in its risk exposures. The Group plans to continue to streamline the risk management system in the future. The following business processes in the CHG-MERIDIAN Group are mostly affected by IT risk: 1.5 Report on Post-Balance Sheet Date Events • Contract management/invoicing • Funding • Financial accounting/receivables management CHG-MERIDIAN AG is currently negotiating in Mexico to acquire further shares in its local equity investment CHG-EI Camino S.A.P.I. with the aim of raising its shareholding to a total of 80 percent. However, the negotiation process, which is still ongoing, has revealed differences of opinion among shareholders. Although the Group regards system failure as a low risk, it has taken precautionary measures to be applied in individual units: CHG-MERIDIAN Mobilien GmbH was established in December 2011 as a subsidiary in which CHG-MERIDIAN AG holds a 95 percent stake. Germany‘s Federal Financial Supervisory Authority (BaFin) granted its official approval in February 2012. • IT service continuity plan (anti-virus protection, backup systems/daily data backups, redundant networks/systems, etc.). This plan was completely revised in 2009 and 2010. • IT policies (security procedures, etc.) If an IT crisis were to materialize, persons or groups of persons would be allocated functions with specific tasks. The IT service continuity plan also includes a clear description of the procedure in the event of hardware failure. In addition to recovery plans and plans for the very rapid procurement of new hardware (which can generally be replaced within five days), the IT department in the CHG-MERIDIAN Group has implemented a variety of internal and external fallback procedures, such as the use of backup servers. No other significant events occurred after the end of the 2011 fiscal year. 1.6 Outlook Economic Environment The financial crisis was preceded by a period of many years during which governments, investors and consumers ran up massive debts. This indebtedness has now reached a level at which more and more creditors are beginning to doubt borrowers‘ creditworthiness. Whereas this situation initially affected banks and companies during the financial and economic crisis, European countries are now in the firing line (see TSI Conference held on February 8, 2012). The sovereign debt crisis is making it much more difficult for banks to raise the necessary funding, and this effect is being further compounded by the forthcoming Basel III and Solvency II regulation and by the new legislation on bank restructuring. Growth in the CHG-MERIDIAN Group The CHG-MERIDIAN Group increased its volume of lease originations by 29.8 percent in 2011, which was higher than the growth achieved by the equipment leasing market as a whole. The increasing need for companies to update their IT environments will offer the CHG-MERIDIAN Group further growth potential in 2012. The measures devised in 2010 for the IT service continuity plan were implemented in 2011. These included a redundant network in the CHG-MERIDIAN Group, the backup data center in Gross-Gerau, and service continuity tests conducted in specific areas. Separate guidance (IT security procedures, data protection regulations etc.) has been issued to all members of staff to ensure that they use information technology securely. The inhouse functions and authorities responsible – especially internal audit – regularly check that this guidance is being followed. IT risk was deemed to be of minor significance in 2011. 1.4.2.7 Strategic Risk In the CHG-MERIDIAN Group, business model risks such as income risk or margin risk are considered strategic risk. The management of strategic risk is the primary responsibility of the management board. In analyzing and evaluating this risk, which is largely determined as a qualitative factor, the Management Board is supported by the relevant departments. Strategic risk is therefore identified and evaluated on the basis of constant observations of macroeconomic conditions as well as regular analysis of competitive and sectoral trends. 42 The Group is able to address two key customer needs. First, lease finance represents a flexible funding option that can be readily adjusted. Whereas overfunding can reduce equity ratios and underfunding can cause liquidity problems, optimum usage-based funding can be achieved with the CHG-MERIDIAN Group‘s transparent and flexible billing model. Furthermore, leasing protects working capital and is often the sole economically viable solution when companies are faced with difficulty in raising loans, a situation that continues to prevail at present. Second, companies expect full-service IT solutions with one point of contact during all phases of the IT lifecycle from the planning stage to the implementation and funding of IT projects. As a full-service provider of information and communications technologies, the CHG-MERIDIAN Group can offer a complete package of solutions tailored to customers‘ specific requirements for the entire IT lifecycle. In addition to offering consultancy expertise, the Group can also help streamline customers‘ business processes, thereby offering them potential cost savings. 43 1 group management report > Outlook 1 group management report > Outlook The CHG-MERIDIAN Group‘s aims are to generate further substantial growth and to improve the profitability of some foreign subsidiaries. To consolidate existing client relationships and win new customers, the CHG-MERIDIAN Group plans to step up its sales activities with new sales concepts that create a stronger link between conventional IT leasing business and the service and consultancy components. Given its strong financial position, the CHG-MERIDIAN Group will continue to be on the lookout for strategically beneficial acquisitions in 2012. To this end it will be exploring the acquisitions market for leasing and service companies both inside and outside Germany. Investment in sales concepts and process optimization Internal processes will be streamlined throughout the Group so that the growth potential can be exploited in full. The standardization of corporate processes and software applications within the Group was initiated during the course of 2010. This included Group-wide migration to a new standardized accounting system. The implementation of the Microsoft Dynamics NAVISION accounting software was successfully completed in Germany, Switzerland, Austria, Belgium, and the Netherlands in 2011. These projects are expected to be largely completed throughout the remaining countries in 2012, which will then enable the Group to achieve efficiency improvements. On the whole, the CHG-MERIDIAN Group has started 2012 on an optimistic note and aims to expand its volume of lease originations compared with 2011 while sustaining its impressive financial performance. Weingarten, March 1, 2012 CHG-MERIDIAN Deutsche Computer Leasing AG The CHG-MERIDIAN Group plans to establish its own internal cloud solution in 2012. Jürgen Mossakowski The CHG-MERIDIAN Group‘s planning targets for its European business in 2012 include an expansion of the volume of leases originated. Capital spending on sales infrastructure and on new, suitably qualified staff will exploit the growth potential offered by the European regional companies. Closer networking between the individual regional companies over the next few years will be one of the contributing factors allowing the Group to enter into full-service leases with a large number of big-ticket customers in several countries, thereby reaping further synergies. Peter Horne Joachim Schulz Trends in Europe The CHG-MERIDIAN Group also believes that there is considerable potential in Germany for the recently established subsidiary CHG-MERIDIAN Mobilien GmbH, which plans to originate leases worth € 40 million in its first year of operations. The CHG-MERIDIAN Group‘s market position in the United States continues to offer huge growth potential. The capital that it has invested in new sales infrastructure and suitably qualified staff is expected to generate strong growth in lease originations. Trends in the Americas The subsidiary recently established in Brazil and the existing equity investment in Mexico will help transform the Americas region into a key growth driver for the CHG-MERIDIAN Group over the coming years. The European leasing sector is more cautious than last year about the business outlook for the first half of 2012. According to Leaseurope, only just over half of leasing companies expect to see growth in the first six months of this year. The CHG-MERIDIAN Group believes that it will manage to hold up very well in the marketplace despite the international turmoil because, according to IDC forecasts, spending on both hardware and software is set to rise by 6 percent. Gartner predicts that this investment will grow by 8.6 percent for hardware, by 7.6 percent for software, and by 4.4 percent for IT services in 2012. 44 Forecast 45 2consolidated financial statements Milan, Italy Die in den vergangenen Jahren verfolgte Expansions- und Internationalisierungsstrategie hat im Geschäftsjahr 2011 für die Entwicklung der Unternehmensgruppe weiter an Bedeutung gewonnen. Die deutsche Muttergesellschaft trägt immer noch am meisten zum Neuinvestitionsvolumen bei, jedoch haben die Auslandsgesellschaften einen immer größeren Anteil am nachhaltigen Erfolg der Unternehmensgruppe. Hierbei ist insbesondere die Entwicklung der US-amerikanischen Gesellschaft bemerkenswert, die ihr Neuinvestitionsvolumen mehr als verdoppeln konnte. 1.7 Allgemeiner Überblick 1.7.1 Eckpunkte des Geschäftsjahres 2011 Die CHG-MERIDIAN-Gruppe zählt zu den weltweit führenden hersteller- und bankenunabhängigen Anbietern von IT-Leasing und Dienstleistungen im Bereich der Informations- und Kommunikationstechnologie. Das Geschäftsmodell liefert ein kundenorientiertes FullService-Angebot von der Planung bis zur Realisierung und Finanzierung von komplexen IT-Projekten. Wichtiges Kernelement ist das webbasierte Asset Management, das die Verwaltung der gemieteten Wirtschaftsgüter unterstützt. Die auf kundenspezifische Anforderungen zugeschnittenen innovativen IT-Lösungsansätze entlang des gesamten IT-Lebenszyklus sind auch auf den Auslandsmärkten zunehmend erfolgreich. Gleichwohl ist der Entwicklungsprozess noch längst nicht abgeschlossen. Die CHG-MERIDIAN-Gruppe ist nunmehr in 19 Ländern vertreten. Über die mexikanische Beteiligung wurde vorläufig, zur Vorbereitung auf das operative Geschäft, eine Vermietgesellschaft in Brasilien gegründet. Die CHG-MERIDIAN-Gruppe konnte ihre führende Marktstellung im Geschäftsjahr 2011 weiter ausbauen. Eine konservative Finanzierungspolitik sowie ein qualitativ hochwertiges Leasingportfolio mit geringen Restwerten, gepaart mit einem gegenüber dem Vorjahr verbesserten Neuinvestitionsvolumen, trugen zur Steigerung der wirtschaftlichen Substanz bei. Wie im Vorjahr verzeichnete die CHG-MERIDIAN-Gruppe im Geschäftsjahr weiterhin eine hohe Anzahl an Vertragsverlängerungen und -umstrukturierungen. Trotz der starken Zunahme des Neuinvestitionsvolumens hielt die Gesellschaft an ihrer Strategie fest, Leasingverträge mit einem ausgewogenen Chancen-/Risikoverhältnis und tragfähigen Bonitätseinschätzungen der Kunden abzuschließen. Die CHG-MERIDIAN-Gruppe konnte im Geschäftsjahr 2011 den Rekord-Konzernjahresüberschuss aus dem Vorjahr nahezu wieder erreichen. Hierzu beigetragen hat vorwiegend die Steigerung des betriebswirtschaftlichen Gesamtergebnisses, welches sich im Wesentlichen aus dem Deckungsbeitrag neu abgeschlossener Leasingverträge und Mietverlängerungen ergibt. Diese schlagen sich jedoch erst zeitversetzt in der Gewinn- und Verlustrechnung nieder. Die wesentlichen Kennzahlen der Konzern-Gewinn- und Verlustrechnung sind in der nachfolgenden Tabelle dargestellt (in TEUR): in TEUR 2011 2010 Veränderung in % Leasingergebnis1 143.943 147.061 -2,1 Zinsergebnis -32.373 -34.741 6,8 Ergebnis der normalen Geschäftstätigkeit 50.809 53.848 -5,6 Konzernjahresüberschuss 36.779 38.092 -3,4 GuV-Kennzahlen 46 Nach wie vor trägt die Konzernmutter CHG-MERIDIAN Deutsche Computer Leasing AG, Weingarten (im Folgenden auch kurz „CHG-MERIDIAN AG“) den größten Anteil zum betriebsGeographical coordinates: 45° 27' 45" north, 9° 11' 31" east wirtschaftlichen Erfolg der Gruppe bei. Area: 182 km2 Population: 1.3 million. Population density: 7,363 inhabitants/km2 Gross domestic product (GDP): € 102 billion/$US 136 billion Resident companies: Pirelli, Alfa Romeo, Fininvest, Armani, Dolce & Gabbana, Prada, Riva, ERG, Edison, Borsa Italiana, GranMilano, Sanpellegrino, Telecom Italia, A2A, 1 Definiert als Summe der Leasingerträge, Leasingaufwendungen sowie Abschreibungen und WertberichtigunUnicredit, Lufthansa, Prysmian gen auf dasVodafone, Leasingvermögen Growth sectors: Design, fashion, finance, telecommunications, biotechnology, chemicals, health, tourism Innovation potential: 15 large universities with approx. 200,000 students Employed in R&D: More than 16,000 Im Geschäftsjahr 2011 wurde das strategische Wachstumsziel und -potential der stark wachsenden U.S. Gesellschaft mit einer Kapitalerhöhung um EUR 30,7 Mio. unterstützt. 1.7.2 Konjunkturelles Umfeld Central asset management with TESMA© Online Branch Die Weltwirtschaft hat sich nach ihrer schwersten Krise seit der Nachkriegszeit im Ge- Personnel services schäftsjahr 2011 wieder etwas erholt. Die Investitionsquote in der Europäischen Union (EU 27) begann sich langsam wieder zu verbessern. Sie ist jedoch noch weit entfernt von Employees worldwide More than 500,000 dem Niveau vor der Krise. Saisonbereinigt hat sich dieser für die CHG-MERIDIAN-Gruppe wesentliche Konjunkturindikator gemäß EuroStat wie folgt entwickelt: Turnover worldwide More than € 14 billion/more than $US 18 billion Investitionsquote in % IT portfolio More than 800 IT clients Modernization and networking of to date for the most part separately managed devices of the Italian company branch, and thus a resulting standardization of the entire IT lifecycle process, as well as the enabling of Tasks uncomplicated, central information management A web-based asset management system that is individually adaptable to the needs of the customer guarantees the complete transparency of all clients – Solutions from the cost structure to the installed software of individual devices Services Consultation, financing solutions, IT tools Products used TESMA© Online for web-based asset management of IT devices A transparent leasing model of CHG-MERIDIAN for the modernization of the Special features complete IT portfolio in Italy Die insgesamt positive Entwicklung der letzten Quartale fällt jedoch regional und branchenspezifisch recht unterschiedlich aus. 47 2 consolidated financial statements > Consolidated Balance Sheet 2 consolidated financial statements > Consolidated Balance Sheet 2.1. Consolidated Balance Sheet Assets Liabilities and stockholders´ equity Note No. 1. Dec. 31,10 € 000‘s € 000‘s Cash Cash in the bank 21 b) other claims 6,689 4. Debentures and 8 82,301 100,348 31,227 200,631 136,840 2. Customer deposits 0 6,959 15,330 15,396 Dec. 31,10 € 000‘s € 000‘s 10,536 268,172 14,993 278,708 166,689 16 sundry liabilities a) on demand 7,646 b) with an agreed maturity Money market instruments Dec. 31,11 15 a) on demand 3. other fixed-interest securities 5. Liabilities to banks b) with an agreed maturity 93,659 Loans to customers 136 7 a) on demand 3. Note No. 1. Cash on hand 2. Dec. 31,11 Debenture loans 51 8,390 7,697 49 12,033 12,018 17 debt securities issued 4. Other liabilities 18 127,524 122,008 thereof financial services institutions: 5. Deferred income 19 917,334 798,993 € 15,319 thousand (Dec. 31, 2010: € 15,385 thousand ) 5a. Deferred tax liabilities Passive 20 10,402 0 Equity investments 6. Leased assets 7. Intangible assets 8. Property, plant and equipment 9. 10. 9 6. Provisions and reserves 1,097,736 901,742 1,415 289 11 29,504 28,479 b) for taxes Other assets 12 49,837 36,979 d) other provisions and reserves 21 Prepaid expenses 13 4,290 3,534 Stockholders‘ equity 22 11. Deferred tax assets 12. Excess of plan assets over pension liabilities 10 20 0 1,259 a) for pensions 7. a) subscribed capital minus notional value of treasury shares 14 21 47 19 29 1,197 2,708 32,273 33,489 30,568 50,000 40,000 -2,141 -3,447 issued capital 47,859 b) additional paid-in capital 618 618 c) retained earnings ca) statutory reserve cb) other retained earnings d) stockholders‘ equity difference arising from currency translation e) profit for the period attributable to the Group 4,382 20,154 3,382 24,536 7,368 1,797 2,754 36,520 37,896 f) minority interests thereof profit attributable to minority interests -- € 259 thousand (Dec. 31, 2010: € 196 thousand) -- 1,499,133 48 1,245,188 616 111,946 1,499,133 172 1,245,188 49 2 consolidated financial statements > Consolidated Profit and Loss Statement 2 consolidated financial statements > Consolidated Statement of Cash Flows 2.2 Consolidated Profit and Loss Statement 2.3. Consolidated Statement of Cash Flows Note No. 2011 2010 € 000‘s € 000‘s 2011 2010 € 000‘s € 000‘s 1. Income from leasing 26 745,178 710,915 Net income 36,779 38,092 2. Expenses from Leasing 27 -116,402 -83,090 3. Interest income from lending and money-market transactions 28 15,571 9,258 Leasing revenue assigned under forfaiting agreements and other non-cash changes in deferred income -527,631 -490,269 4. Interest expense 29 -47,944 -43,999 Depreciation and write-downs of leased assets 5. Commission income 30 15,889 15,886 6. Commission expense -4,910 -5,206 7. Other operating income 5,868 3,114 8. General administrative expenses 31 a) staff expenses aa) wages and salaries -52,221 ab) social security contributions and expenses for pensions thereof for pensions: € 14 thousand (2010: € 102 thousand) b) other administrative expenses 9. -6,691 32 -46,668 -58,912 -16,220 -6,072 -75,132 -16,829 -484,833 -480,764 Depreciation, amortization and write-downs of a) leased assets 484,833 480,764 Depreciation, amortization and write-downs of property, plant and equipment, and intangible assets 3,408 3,523 Increase (2010: decrease) in provisions and reserves (incl. deferred taxes) 11,845 -19,828 -899 -1,439 -6,709 -27,232 Net increase in customer deposits and other liabilities 4,774 22,381 Net cash provided by operating activities 6,400 5,992 Purchase of property, plant and equipment, and intangible assets -5,741 -3,544 -699,259 -528,664 -46,132 -10,723 182 288 18,432 21,822 -732,518 -520,821 250 0 Cash-effective change in stockholders’ equity (distributions, dividends) -11,017 -6,972 Purchase of treasury shares -1,844 -3,125 Increase (2010: decrease) in debentures and other fixed-interest securities 6,959 -5,896 645,972 488,858 Other non-cash expenses and income Net increase in receivables (excl. finance lease and hire purchase receivables), sundry assets and prepaid expenses Purchase of leased assets Increase in finance leases and hire purchase agreements 33 -3,408 -3,523 10. b) intangible assets and property, plant and equipment Other operating expenses -294 -228 11. Write-downs and value adjustments on claims and additions to the provisions for leasing business -187 -1,552 1,413 2,606 50,809 53,848 12. Net income from investments accounted for using the equity method 13. Profit from ordinary activities 14. Extraordinary income 0 74 15. Extraordinary net income 0 74 16. Income taxes -13,609 -15,113 17. Other taxes -421 -717 18. Net income 36,779 38,092 19. Profit attributable to minority interests -259 -196 20. Profit for the period attributable to the Group 36,520 37,896 34 Proceeds from the sale of property, plant and equipment, and intangible assets Proceeds from the sale of leased assets Net cash used for investing activities Proceeds from amounts allocated to stockholders’ equity by minority interests Net cash provided by forfaiting lease payments Net increase in liabilities to banks and debenture loans Net cash provided by financing activities Net change in cash and cash equivalents 97,041 24,777 737,361 497,642 11,243 -17,187 Cash and cash equivalents* at the beginning of the period 82,437 99,624 Cash and cash equivalents* at the end of the period 93,680 82,437 *defined as the sum of cash on hand and cash in the bank (on demand). 50 51 2 consolidated financial statements > Consolidated Statement of Changes in Stockholders‘ Equity 2 consolidated financial statements > Consolidated Statement of Changes in Stockholders‘ Equity 2.4 Consolidated Statement of Changes in Stockholders‘ Equity consolidated statement of changes in stockholders‘ equity at DEC. 31, 2011 Currency translation adjustment € 000‘s Contributions/ Increase in minority interests € 000‘s Acquisition/ purchase or retirement of treasury shares € 000‘s consolidated statement of changes in stockholders‘ equity at DEC. 31, 2010 Distribution € 000‘s Appropriation of profit/ loss € 000‘s Dec. 31,11 € 000‘s Jan. 1, 11 € 000‘s Reclassifications € 000‘s a) subscribed capital 40,000 - - 10,000 - - - 50,000 minus notional value of treasury shares -3,447 - - - 1,306 - - -2,141 issued capital 36,553 0 0 10,000 1,306 0 0 47,859 618 - - - - - - 618 Reclassifications € 000‘s Distribution € 000‘s Appropriation of profit/loss € 000‘s Contributions € 000‘s Jan. 1, 10 € 000‘s Dec. 31,10 € 000‘s a) subscribed capital 30,000 - - - 10,000 - 40,000 minus notional value of treasury shares 0 -3,447 - - - - -3,447 issued capital 30,000 -3,447 0 0 10,000 0 36,553 618 - - - - - 618 2,382 - - - 1,000 - 3,382 b) additional paid-in capital c) retained earnings 4,382 ca) statutory reserve - 20,154 cb) reserve for treasury shares 22,721 -22,721 - - - - 0 cc) other retained earnings 1,715 322 5,331 - - - 7,368 - 1,797 d) stockholders’ equity difference arising from currency translation 0 2,754 - - - - 2,754 e) profit for the period attributable to the Group 23,252 - -5,331 -6,921 -11,000 37,896 37,896 f) minority interests 23 4 - -51 0 196 172 80,711 -23,088 0 -6,972 0 38,092 88,743 b) additional paid-in capital c) retained earnings ca) statutory reserve 3,382 1,000 - - - - - cb) other retained earnings 7,368 25,930 - -10,000 -3,144 - d) stockholders’ equity difference arising from currency translation 2,754 - -957 - - - e) profit for the period attributable to the Group f) minority interests 52 BilMoG adjustments € 000‘s - 37,896 -26,930 - - - -10,966 36,520 36,520 172 - -7 250 -7 -51 259 616 88,743 0 -964 250 -1,845 -11,017 36,779 111,946 53 3notes to the Frankfurt, Germany consolidated financial statements (incl. consolidated statement of changes in fixed assets) Geographical coordinates: 50° 6' 38" north, 8° 40' 56" east Area: 248 km2 Population: 680,000 Population density: 2737 inhabitants/km2 Gross domestic product (GDL): € 53 billion/$US 70 billion Resident companies: Sanofi-Aventis Deutschland GmbH, Deutsche Bahn, Siemens, Würth Group, Nestlé, KPMG, Radeberger Gruppe KG, Deutsche Bank, Commerzbank, KfW Bankengruppe, DZ Bank, Continental AG, Deutsche Telekom AG (T-Systems), Crytek, Standard & Poor’s, Deutsche Börse Growth sectors: Chemicals, biotechnology, medicine, optics, aviation, commerce, IT, telecommunications, culture and creative economy Investments in R&D: € 4.4billion/$US 5.8 billion Employed in R&D: More than 10,000 permanent working capability during the roll-out Branch Public administration Employees More than 14,000 IT portfolio Approx. 45,000 IT and output clients Roll-out of approx. 14,000 devices to 250 locations in the Federal State of Tasks Hessen in a period of three months. Solutions Formulation and implementation of a complex roll-out plan Installation of the new devices and collection of old devices, including the assurance of certified data deletion by the technology and service center of CHG-MERIDIAN. The project term for dismantling, safe transport and certified Services data deletion amounts to a total of only three months Products used TÜV-certified data deletion in the CHG-MERIDIAN technology center The entire project phase requires customer service employees to be able to work continuously. This is why the setting up of the new devices and the dismantling of the old devices takes place in parallel at each workplace, Special features greatly reducing downtime 54 55 3 notes to the consolidated financial statements [1] Basis of Presentation CHG-MERIDIAN Deutsche Computer Leasing AG, Weingarten (CHG-MERIDIAN AG), has prepared these consolidated financial statements in accordance with the commerciallaw provisions of sections 290 et seq. of the German Commercial Code (HGB) in conjunction with sections 340 et seq. HGB that are applicable to banks and financial services institutions, and the Company has also complied with the regulations of the Statutory Order on the Accounts of Banks and Financial Services Institutions (RechKredV, as amended on June 9, 2011). The presentation format of the consolidated balance sheet and the consolidated profit and loss statement is generally consistent with the financial statement forms prescribed by the RechKredV. One exception here is that the Company has modified the presentation format in relation to the reporting of treasury shares under stockholders› equity in accordance with section 265 (5) HGB in conjunction with section 340a (2) HGB. The net balance re-sulting from the deduction of the notional value of treasury share from the subscribed capital is shown as „issued capital”. There are no control or profit-and-loss transfer agreements with any subsidiaries, and there were no tax-sharing agreements as at December 31, 2011. 3 notes to the consolidated financial statements Stockholders‘ equity is consolidated by netting the cost of acquiring the shareholdings in subsidiaries against the Group‘s share of their stockholders‘ equity. Goodwill arising from the acquisition of equity investments is written off in the year of acquisition. Equity investments whose impact on the Company‘s net assets, financial position and results of operations is insignificant individually and collectively are consolidated at amortized cost. In 2011 this only affected the equity investments in Stadtmarketing Weingarten GmbH, Weingarten, and in ITMS Luxembourg S.A., Luxembourg. Income and expenses as well as assets and liabilities between the consolidated companies are netted off against each other. Intercompany profits and losses arising from the provision of goods and services within the Group are eliminated. Deferred taxes on temporary taxable differences in earnings have been recognized at the standard tax rate of 30 percent (2010: 30 percent) applicable to the entire Group. Deferred tax assets have been recognized on tax losses carried forward if the losses concerned are expected to be offset within the next five years. [3] Scope of Consolidation The consolidated financial statements have been prepared as at the balance sheet date of CHG-MERIDIAN AG‘s single-entity accounts (December 31, 2011), which is the same as the balance sheet date used for the consolidated subsidiaries and subgroups. [2] Principles of Consolidation The single-entity financial statements of the consolidated companies have essentially been prepared using the same accounting policies. The companies comprising the UK group (subgroup financial statements of CHG-MERIDIAN (Holdings) UK Limited), the US group (subgroup financial statements of CHG-MERIDIAN U.S. Holding Inc.), CHG-MERIDIAN Computer Spain S.L. and CHG-MERIDIAN Computer Leasing Ireland Limited have elected to use the exemption available under section 308 (2) sentence 4 HGB because the computation of historical cost would incur an unreasonable financial burden and would cause a disproportionate delay in the preparation of the consolidated financial statements of CHG-MERIDIAN AG. These companies classify their leases based on either IFRS or US GAAP accounting principles . This means that a lease involving the repayment of over 90 percent of the total acquisition cost is reported not as a leased asset but as a receivable discounted to its net present value or, in some cases, as a residual value (finance lease). If repayment is less than 90 percent of the total acquisition cost, the equipment is reported as a leased asset on the balance sheet and depreciated over the term of the lease to its estimated residual value. The recognition of interest income from finance leases is consistent with the principles of German commercial law applicable to hire purchase agreements. The different classification means that these companies derive their profit or loss for the period from the mathematical computation of interest income in the cases of finance leases The profit or loss for the period on leases reported as leased assets is derived from the leasing income (straight-line lease payments) less depreciation, amortization and write-downs of leased assets. The sliding scale of income over the term of finance leases means that the profit or loss for the period at the inception of a lease is higher than the straight-line level of income reported for the same period for leases classified as leased assets. The opposite effect obtains at the end of the lease term. Both methods produce identical results over the full term of the lease. 1 56 2 3 With the exception of the non-capitalization of initial direct costs, which cannot be capitalized according to German commercial-law accounting principles Reported as „Loans to customers” Reported as „Other assets” In addition to CHG-MERIDIAN AG, the consolidated financial statements include all subsidiaries that are fully consolidated and over which direct or indirect control can be exerted within the meaning of section 290 (1) and (2) HGB. The table below shows changes in the scope of consolidation of the CHG-MERIDIAN Group. Balance at Dec. 31, 11 Balance at Dec. 31, 10 36 36 • within Germany 6 5 • outside Germany Consolidated subsidiaries 30 31 Companies accounted for using the equity method 6 5 • within Germany 0 0 • outside Germany 6 5 The scope of consolidation changed as follows in 2011: • El Camino Resources de America Latina Inc., Los Angeles (United States), was merged with CHG-MERIDIAN U.S. Finance, Ltd., Los Angeles (United States). • CHG-MERIDIAN do Brasil Locação de Equipamentos Ltda., São Paulo (Brazil), was es tablished as a subsidiary of CHG-EI Camino S.A.P.I. de C.V., Mexico City (Mexico). • CHG-MERIDIAN Mobilien GmbH, Weingarten (Germany), was established as a 95 percent shareholding of CHG-MERIDIAN AG. 57 3 notes to the consolidated financial statements 3 notes to the consolidated financial statements These changes in the scope of consolidation have had no material impact on the CHG-MERIDIAN Group‘s net assets, financial position or results of operations. Affiliated company In addition to CHG-MERIDIAN AG the following subsidiaries have been consolidated: Affiliated company Registered office Share of subscribed capital (%) Status [active (A)/ Inactive (I)] Foreign subsidiaries Share of subscribed capital (%) Status [Active (A)/ Inactive (I)] German subsidiaries abakus IT AG Weingarten, Germany 54.4 A n-komm GmbH Karlsruhe, Germany 27.7 A CML Services GmbH Munich, Germany 63.2 A CHG-MERIDIAN Leasing-Beteiligungs-Holding GmbH Weingarten, Germany 85 A CHG-MERIDIAN Mobilien GmbH Weingarten, Germany 95 A Foreign subsidiaries 58 Registered office CHG-MERIDIAN Computer Leasing Austria GmbH Vienna, Austria 100 A CHG-MERIDIAN Belgium N.V. Grimbergen, Belgium 100 A CHG-MERIDIAN Computer Leasing Czech Republic s.r.o. Prague, Czech Republic 100 A CHG-MERIDIAN Computer Finance France SAS Paris, France 100 A CHG-MERIDIAN Computer Leasing Ireland Limited Dublin, Republic of Ireland 100 A CHG-MERIDIAN Italia S.p.A. Monza, Italy 100 A CHG-MERIDIAN Computer Leasing Netherlands BV Rotterdam, Netherlands 100 A CHG-MERIDIAN Computer Leasing Polska sp. z o.o. Warsaw, Poland 100 A CHG-MERIDIAN Schweiz AG Baden, Switzerland 100 A CHG-MERIDIAN Computer Leasing Slovakia s.r.o. Bratislava, Slovakia 100 A CHG-MERIDIAN Computer Spain S.L. Barcelona, Spain 100 A CHG-MERIDIAN (Holdings) UK Limited Egham, Surrey United Kingdom 100 CHG-MERIDIAN UK Limited Egham, Surrey United Kingdom CHG-MERIDIAN Computer Leasing UK Limited Wyse Leasing (Midlands) Limited Egham, Surrey United Kingdom 100 I Wyse Capital Limited Egham, Surrey United Kingdom 100 I UK Lease IT Limited Egham, Surrey United Kingdom 100 I Wyse Leasing (South East) Limited Egham, Surrey United Kingdom 100 I Wyse Leasing Limited Egham, Surrey United Kingdom 100 I CSL Finance N.V. Grimbergen, Belgium 100 A CHG-MERIDIAN Computer Leasing Belgium N.V. Grimbergen, Belgium 100 A OOO CHG-MERIDIAN Leasing Moscow, Russia 85 A CHG-MERIDIAN Computer Leasing d.o.o. Ljubljana, Slovenia 100 A CHG-MERIDIAN Canada Finance Limited Windsor, Canada 100 A CHG-MERIDIAN U.S. Holding Inc. Los Angeles, United States 100 A CHG-MERIDIAN U.S. Finance Limited Los Angeles, United States 100 A The companies shown in the table below are significant equity investments that have been consolidated using the equity method. Equity investment Registered office Share of subscribed capital (%) Status [active (A)/ Inactive (I)] Foreign subsidiaries CHG-El Camino S.A.P.I. de C.V. Mexico City, Mexico 50 A A Servicios Profesionales de Administración de Personal S.A. de C.V. Mexico City, Mexico 50 A 100 A Fincredit S.A. de C.V. Mexico City, Mexico 50 I Leasing Consulting S.A. de C.V. Mexico City, Mexico 50 I Egham, Surrey United Kingdom 100 A ECR Leasing Services S.A. de C.V. SOFOM, ENR Mexico City, Mexico 24.5 A CHG-MERIDIAN Capital Limited Egham, Surrey United Kingdom 100 A CHG-MERIDIAN do Brasil Locação de E Equipamentos Ltda. São Paulo, Brazil 50 A Lease Support Desk Limited Egham, Surrey United Kingdom 100 A Wyse Finance Limited Egham, Surrey United Kingdom 100 I Flameace Limited Egham, Surrey United Kingdom 100 I 59 3 notes to the consolidated financial statements [4] Currency Translation The consolidated financial statements of CHG-MERIDIAN AG have been prepared in euros (€). Assets, stockholders‘ equity, liabilities, contingent liabilities and other financial commitments are translated using a modified closing-rate method4, while the items in the profit and loss statement are translated at the average rate for the year. Exchange differences arising from the translation of stockholders‘ equity on balance sheets prepared in foreign currencies and the exchange differences arising from the translation of the profit or loss for the period on the balance sheet (at the closing rate) and from the translation of the profit or loss for the period on the profit and loss statement (net balance of income and expenses translated at the average rate) are reported after the reserves within stockholders‘ equity as „stockholders‘ equity difference arising from currency translation”. [5] Departures from the Valuation Methods Applied to the Single-Entity Financial State- ments of CHG-MERIDIAN AG Because of the standard valuation methods used, the following valuation methods have been applied to the consolidated financial statements in departure from the accounting policies used in CHG-MERIDIAN AG‘s single-entity financial statements. In contrast to the parent company‘s single-entity financial statements, these consolidated financial statements have not utilized the option to immediately write off low-value assets costing up to € 150.00 or to use the declining-balance method (still permitted in 2009) for depreciating leased assets. The depreciation periods applied in the consolidated financial statements for leased assets acquired in 2011 have not been brought into line with the estimated useful lives. The cost of leased assets acquired in 2011 has been depreciated on a straight-line basis over the term of the lease to the assets‘ estimated residual value. The same method has been applied to leased assets acquired by December 31, 2010. Deferred income from forfaiting transactions is released over the respective period in the consolidated financial statements and on a straight-line basis in the single-entity financial statements of the Group parent company. The provision reported in the single-entity financial statements of CHG-MERIDIAN AG for default risks arising from leases whose outstanding lease payments plus their anticipated remarketing proceeds do not cover their current book value has been treated as a writedown in the consolidated financial statements. 3 notes to the consolidated financial statements Loans are recognized at their nominal amount less any specific valuation allowances. As-sets denominated in foreign currency are translated at the closing rate. Loans to customers essentially comprise trade receivables and receivables from finance leases, consisting of lease payments falling due in future and discounted at the internal rate of return, which are classified as finance leases (hire purchase). Receivables from finance leases include forfaited lease payments. The liabilities to banks corresponding to these forfaited payments are reported on a non-netted basis. Significant equity investments have been consolidated under the equity method. Their valuation is based on a translation of their pro-rata stockholders‘ equity at the closing rate. The cost of leased assets arising from leases originated during the reporting year is depreciated on a straight-line basis over the term of the lease to the assets‘ estimated residual value. Where necessary, the book value of equipment is written down to bring it into line with its lower market value. Write-downs are largely the result of bankruptcies and, to a lesser extent, reflect leases whose outstanding lease payments plus their anticipated remarketing proceeds do not cover their current book value. This includes a small amount of equipment that is intended to be leased and is sold to banks in France for funding purposes. These sale and purchase agreements usually stipulate an obligation to repurchase the equipment at the end of the lease term at a predetermined price of between roughly 1 percent and 5 percent of its acquisition cost. In 2011 this did not incur any net expenses that would have necessitated setting aside a provision for impending losses5. Intangible assets are reported at historical cost less amortization. They are amortized over an estimated useful life of between one and ten years. Property, plant and equipment is shown at cost less depreciation. Land is recognized at cost. Buildings, leasehold improvements and leases on buildings are depreciated on a straight-line basis over a period of between ten and 50 years. Exterior building facilities are depreciated on a straight-line basis over a period of between 15 and 20 years. Depreciation is charged over the assets‘ estimated useful life and does not include any residual values. As in the previous year, no assets were written down during the year under review. Property, plant and equipment acquired during the year is depreciated pro rata temporis; low-value assets such as office furniture and equipment are written off in the year they are acquired. The depreciation rates applied to office furniture and equipment are based on a useful life of between one and ten years. No assets were written down during the year under review (2010: € 119 thousand). [6] Accounting policies Cash is reported at its nominal amount Primary financial instruments are initially recognized at their fair value on the transaction date (transaction price), i.e. the amount of cash paid or received. Once they have already been recognized, primary instruments are carried at their amortized cost. Primary financial instruments mainly comprise amounts due from banks, loans to customers, equity investments, liabilities to banks, and customer deposits. 4 60 Translated at the middle spot exchange rate on the balance sheet date; stockholders‘ equity translated at the exchange rate prevailing on December 31, 2009 as the fictive historical rate The statement of changes in fixed assets is shown in an attachment to the notes to the consolidated financial statements. Other assets are reported at their nominal amount. Specific valuation allowances are set aside to cover default risks. Assets denominated in foreign currency are translated at the closing rate. Prepaid expenses are recognized for payments made during the reporting year in respect of expenses that fall due in the following year. 5 Section 249 (1) sentence 2 HGB 61 3 notes to the consolidated financial statements Liabilities are shown at the amounts required to settle them. Liabilities denominated in foreign currency are reported at the closing rate. 3 notes to the consolidated financial statements Notes to Individual Balance Sheet Items [7] Cash in the bank Derivatives (interest-rate swaps) are recognized at their fair value unless they form part of hedges. Cash in the bank fall due as follows (in € 000‘s): Deferred income includes forfaited lease income after the balance sheet date, advance lease payments received and sliding-scale lease payments. Advance lease payments received and sliding-scale lease payments are recognized on a straight-line basis over the term of the lease. Forfaited lease income is recognized over the respective period. in TEUR Reserves are set aside to cover pension obligations and taxes; provisions are recognized for contingent liabilities and leasing default risks. more than three months, up to one year Pension reserves are valued using actuarial calculations based on the entry-age normal method in accordance with section 6a of the German Income Tax Act (EStG) and a discount rate of 6 percent. The 2005 G Heubeck mortality tables form the basis for these calculations. Because they are protected from the claims of all other creditors and are used solely to settle liabilities arising from pension obligations, receivables from reinsurance policies are offset against the corresponding pension reserves in accordance with section 246 (2) sentence 2 HGB. Any surplus plan assets are reported as „excess of plan assets over pension liabilities”. All other provisions and reserves are measured in such a way that they make appropriate and adequate provision for all identifiable risks and obligations in accordance with prudent business practice. Provisions and reserves with residual periods of more than one year are discounted at the rate of 5.5 percent. In departure from section 253 (2) HGB these provisions and reserves are not discounted at the previous fiscal years‘ average market interest rate corresponding to their residual periods. This practice has had no material impact on the CHG-MERIDIAN Group‘s net assets, financial position or results of operations. The notional value of treasury shares is deducted from subscribed capital on the face of the balance sheet. The difference between the amount deducted from subscribed capital and the treasury shares‘ net purchase price has been offset against freely available reserves. The amounts allocated to the STAR program and recognized as other operating expenses in 2010 were shown as staff expenses (wages and salaries) in 2011. The effect of this reclassification amounted to € 3.124 million in the year under review (2010: € 2.391 million). The figures relating to 2010 have been restated accordingly. Cash in the bank on demand Dec. 31, 11 Dec. 31, 10 100,348 113,528 93,659 82,301 5,689 30,066 0 155 1,000 1,006 0 0 Dec. 31, 11 Dec. 31, 10 200,631 136,840 up to three months 54,187 36,860 more than three months, up to one year 48,429 50,860 more than one year, up to five years 98,008 49,069 more than five years 7 51 undefined maturity 0 0 up to three months more than one year, up to five years more than five years [8] Loans to customers Loans to customers fall due as follows (in € 000‘s): in TEUR Loans to customers Loans to customers include a loan of € 18.025 million (2010: € 12.209 million) to CHG-EI Camino S.A.P.I. de C.V., Mexico City (Mexico). [9] Equity investments Equity investments mainly comprise the direct and indirect 50 percent shareholding in CHG-EI Camino S.A.P.I. de C.V., which is recognized under the equity method in the consolidated financial statements. The book value of this equity investment amounted to € 15.319 million at the balance sheet date. The equity investments in Stadtmarketing Weingarten GmbH, Weingarten (€ 0.35 thousand), and in ITMS Luxembourg S.A., Luxembourg (€ 11 thousand), are recognized at amortized cost in the consolidated financial statements. 62 63 3 notes to the consolidated financial statements 3 notes to the consolidated financial statements [10] Leased assets [15] Liabilities to banks Leased assets reported at the balance sheet date amounted to € 1,097.736 million (2010: € 901.742 million) at their residual value and € 2,511.245 million (2010: € 2,287.185 million) at historical cost. The table below shows liabilities to banks broken down by contractual maturity period (in € 000‘s). A small number of lease originations are earmarked for sale to banks. The acquisition cost of this equipment is not depreciated. [11] Property, plant and equipment The table below shows a breakdown of property, plant and equipment (in € 000‘s). in TEUR Dec. 31, 11 Dec. 31, 10 Property, plant and equipment 29,504 28,479 Land and buildings 21,984 23,144 Office furniture and equipment 5,696 5,032 Assets under construction 1,824 303 in TEUR Liabilities to banks Dec. 31, 11 Dec. 31, 10 278,708 181,682 on demand 10,536 14,993 up to three months 52,178 20,299 more than three months, up to one year 68,859 52,433 more than one year, up to five years 146,119 91,352 1,016 2,605 more than five years Receivables from finance leases have not been netted with non-recourse loans raised for funding purposes. These liabilities, whose repayment is linked to the lessees‘ payments, are reported as liabilities to banks of € 153.015 million (2010: € 70.159 million). Land and buildings essentially relate to the land of the Company‘s site in Weingarten, which is recognized at cost, and to the Company‘s head office building, which is depreciated on a straight-line basis over 25 years Assets under construction mainly comprise the cost of building a data center security room at CML Services GmbH (€ 1.595 million). [12] Other assets The land of the Company‘s site in Weingarten and the building located thereon serve as collateral specifically in respect of its liabilities to banks. € 8.705 million (2010: € 10.226 million) of these liabilities is secured by mortgages. [16] Customer deposits Customer deposits fall due as follows (in € 000‘s): Customer deposits Other assets essentially consist of VAT refund entitlements and other tax assets totaling € 31.827 million (2010: € 21.088 million) as well as anticipated deferred lease payments of € 3.280 million (2010: € 6.532 million). Dec. 31, 10 7,697 8,439 sundry liabilities 7,646 8.390 up to three months on demand 0 0 more than three months, up to one year 0 0 51 49 0 0 more than one year, up to five years [13] Prepaid expenses Dec. 31, 11 more than five years In 2011 this item related to prepaid invoices. [14] Excess of plan assets over pension liabilities The customer deposits shown consist solely of clients‘ advance payments. The table below shows how the excess of plan assets over pension liabilities is calculated (in € 000‘s). in TEUR Excess of plan assets over pension liabilities Dec. 31, 11 Dec. 31, 10 21 47 Fair value of plan assets 101 164 Present value of the defined benefit obligation 80 117 The fair value of plan assets is determined by expert appraisals. 64 65 3 notes to the consolidated financial statements 3 notes to the consolidated financial statements [17] Debenture loans [21] Other provisions and reserves Debenture loans fall due as follows (in € 000‘s): The main components of other provisions and reserves are as follows (in € 000‘s): in TEUR Debenture loans Dec. 31, 11 Dec. 31, 10 12,033 12,018 33 18 0 0 12,000 12,000 0 0 debt securities issued up to three months more than three months, up to one year more than one year, up to five years more than five years in TEUR Outstanding invoices Staff expenses (including sales commissions) CHG-MERIDIAN AG issued a floating-rate bond with a par value of € 12.000 million in 2008. The bond issue is divided into 240 equal-ranking bearer bonds with transfer restrictions, each with a par value of € 50 thousand. The bond‘s term to maturity runs for five years from September 1, 2008 to August 31, 2013. The benchmark interest rate is three-month Euribor. The bondholders are joint owners of the global certificate. Although the bond is eligible for a stock market listing, it has not been listed. Any stock market listing would require the consent of CHG-MERIDIAN AG; there are no plans for any such listing. The interest of € 33 thousand shown falls due for payment in the following year. Dec. 31, 11 Dec. 31, 10 21,500 21,559 8,789 7,032 [22] Stockholders‘ equity Changes in the CHG-MERIDIAN Group‘s stockholders‘ equity and the reconciliation of net income to the profit for the period attributable to the Group are shown in the consolidated statement of changes in stockholders‘ equity. The Annual General Meeting held on July 18, 2011 voted to increase the parent company‘s share capital from € 40.0 million to € 50.0 million. The Company increased its share capital by converting € 10.0 million of the amount transferred to the other retained earnings as a result of the Annual General Meeting resolution on the appropriation of profit for the 2010 fiscal year. The Annual General Meeting held on July 18, 2011 also voted to retire 2,000,000 of the Company‘s own no-par-value shares after the share capital had been increased. The subscribed capital of CHG-MERIDIAN AG consisted of 48,000,000 no-par-value shares at the balance sheet date. [18] Other liabilities [23] Foreign currency Other liabilities totaling € 127.524 million (2010: € 122.008 million) essentially comprised trade payables of € 97.355 million (2010: € 100.137 million). These trade payables largely related to obligations arising from the purchase of computer hardware and software from manufacturers and systems houses and to sale-and-leaseback transactions with lessees. This line item also includes tax liabilities of € 9.536 million (2010: € 8.393 million) and accounts receivable with credit balances of € 8.118 million (2010: € 5.011 million). The table below shows the amounts of assets and liabilities translated from foreign currencies (€ in 000‘s). in TEUR Dec. 31, 11 Dec. 31, 10 Assets 299,240 221,748 Liabilities 237,696 158,702 [19] Deferred income [24] Hedge accounting Deferred income includes the present value of lease income forfaited without recourse that is attributable to the leased assets reported. To a lesser extent it also includes significant advance lease payments and sliding-scale lease payments, the timing of whose proceeds differs significantly from that of the corresponding expenses. CHG-MERIDIAN AG uses derivatives (interest-rate and currency swaps) solely to hedge the pertinent market risks. These derivatives are standardized instruments that are traded directly between market participants rather than being traded on an exchange. [20] Deferred taxes Deferred tax assets and liabilities have been netted in the provisions and reserves for deferred taxes. There are deferred tax assets of € 7.789 million (2010: € 6.015 million) and deferred tax liabilities of € 18.191 million (2010: € 4.756 million). The fair value of the swaps is determined by their counterparties. This is the carrying amount determined at the balance sheet date at which it would be possible to unwind the position concerned or execute an offsetting transaction. The table below shows the relevant amounts for each category (in € 000‘s). in TEUR Dec. 31, 11 Interest-rate risk Book value of the hedged item Fair value of the derivative 12,022 -300 Currency risk Book value of the hedged items Fair value of the derivatives 66 17,698 544 67 3 notes to the consolidated financial statements 3 notes to the consolidated financial statements An interest-rate swap has been used to hedge the interest-rate risk arising from the bond. The variable payments to be made under the derivative correspond to the variable interest rate on the bond and to its par value. The bond is reported on the balance sheet as a debenture loan. [30] Commission income Currency risks have been hedged by several cross-currency swaps, which are presented as perfect hedges in these consolidated financial statements. CHG-MERIDIAN AG has hedged three loans of MXN 100 million each to CHG-El Camino S.A.P.I. de C.V., Mexico City (Mexico), which are reported as loans to customers. Two leasing arrangements, under which the customers concerned are being invoiced in US dollars, have also been hedged. The inventories underlying the leasing arrangements are reported as leased assets. This largely consists of revenue earned from TESMA© Online, which is offered as an asset management application for clients. To a lesser extent this line item also includes income from the invoicing of transportation costs as well as revenue earned from data erasure and GarantiePlus services. There is a critical terms match for all hedges because the transactions used have matching maturities and notional amounts. The table below shows the main components of other operating income (in € 000‘s). [25] Subordinated assets The balance sheet line items below contain subordinated assets (in € 000‘s). in TEUR Dec. 31, 11 Dec. 31, 10 Cash in the bank 1,000 1,000 Loans to customers 4,171 4,088 Notes to Individual Items of the Profit and Loss Statement Commission income comprises income from the CHG-MERIDIAN Group‘s services, which are geared to the product lifecycles of its leased assets. [31] Other operating income in TEUR 2011 2010 Income from the release of provisions and reserves 1,334 1,354 Income from overpayments 375 50 Income from leased assets 344 380 34 105 Income from disposal of property, plant and equipment [32] General administrative expenses – other administrative expenses The table below shows the main components of other administrative expenses (in € 000‘s). [26] Income from leasing in TEUR 2011 2010 Rent and other office space costs 4,193 3,885 Income from leasing essentially consists of revenue received from lease payments and proceeds from the remarketing of leased equipment and the sale of goods. Auditing and consultancy costs 1,991 3,201 Customer-related events and entertainment expenses 1,897 1,635 Other personnel cost 1,721 1,658 [27] Expenses from leasing Expenses from leasing include the cost of purchasing leased equipment sold to banks (novated leases), the acquisition cost of traded equipment and the residual values resulting from disposals of leased assets. Car-related expenses 1,508 1,133 Travel expenses 1,472 1,467 Communication costs and postage 1,115 1,131 [28] Interest income from lending and money-market transactions Interest income from lending and money-market transactions essentially comprises income of € 7.908 million from exchange differences (2010: € 4.136 million) and interest income of € 6.165 million from finance leases (2010: € 4.130 million). [29] Interest expense Interest expense largely consists of the cost of funding the CHG-MERIDIAN Group‘s leasing operations (€ 39.416 million in 2011 compared with € 39.878 million in 2010) and ex-penses of € 6.104 million arising from exchange differences (2010: € 2.899 million). 68 69 3 notes to the consolidated financial statements 3 notes to the consolidated financial statements Auditing and consultancy costs include the following services rendered by the auditors KPMG, which were used by companies in the CHG-MERIDIAN Group (in € 000‘s): in TEUR 2011 2010 296 301 Expenses for other attestation services 40 5 Expenses for other services 28 510 Expenses for tax advisory 20 25 384 841 Expenses for year-end auditing Total The auditing expenses incurred related to the cost of auditing the CHG-MERIDIAN Group‘s consolidated financial statements as well as the legally required audits of the singleentity financial statements of CHG-MERIDIAN AG and some of its consolidated subsidiaries. Total fees of € 174 thousand were paid to have CHG-MERIDIAN AG‘s single-entity and consolidated financial statements audited. [35] Income broken down by geographical market The table below gives a geographical breakdown of total income from leasing, interest income from lending and money-market transactions, commission income and other operating income (in € 000‘s). in TEUR 2011 2010 Germany 491,206 491,712 Europe (excl. Germany) 246,972 237,365 44,328 10,096 782,506 739,173 Americas Total [36] Contingent liabilities and other financial commitments Details of contingent liabilities (section 340a (2) HGB and section 26 RechKredV) and other financial commitments are provided below. [33] Depreciation, amortization and write-downs of leased assets Contingent liabilities Depreciation, amortization and write-downs of leased assets comprise depreciation and amortization of € 483.494 million (2010: € 476.098 million) and write-downs of € 1.339 million (2010: € 4.666 million). The write-downs largely arise from bankruptcies. Where leases have been forfaited, these write-downs are partly offset by leasing income received because obligations to banks no longer applied. [34] Net income from investments accounted for using the equity method The pro-rata net income or loss reported by CHG-El Camino S.A.P.I. de C.V., Mexico City (Mexico), which is accounted for under the equity method, is recognized in the consolidated profit and loss statement as „net income from investments accounted for using the equity method”. Exchange differences arising from application of the equity method are recognized as „stockholders‘ equity difference arising from currency translation” in proportion to the CHG-MERIDIAN Group‘s share of the company‘s stockholders‘ equity. The pledging of leased assets as collateral to forfaiting and lending banks gives rise to contingent liabilities of € 1,129.603 million (net) (2010: € 964.809 million) as security for the legal validity and freedom from objection of the receivables sold. There are also guaranteed loans amounting to € 406 thousand (2010: € 401 thousand), which largely relate to deposits for rent. [37] Other financial commitments The table below gives a breakdown of future commitments under long-term agreements (in € 000‘s). in TEUR Repurchase obligations under leases Dec. 31, 11 Dec. 31, 10 1,592 2,232 11,597 12,131 569 290 Future obligations under leases on offices company cars other commitments Total 0 33 13,758 14,686 Future lease obligations in respect of offices stem largely from the lease on the new Technology and Service Center in Gross-Gerau. An annual rent of € 789 thousand has been agreed. The lease commenced on January 1, 2011 and runs for ten years. The lease on certain parts of the Technology and Service Center can be terminated after just seven years. 70 71 3 notes to the consolidated financial statements 3 notes to the consolidated financial statements The table below shows the maturity structure of these financial commitments at the balance sheet date (in € 000‘s). in TEUR up to one year more than one year, up to five years more than five years Total Dec. 31, 11 Dec. 31, 10 2,596 2,694 7,341 8,445 3,821 3,547 13,758 14,686 An average of 612 people were employed during the year under review (2010: 587). Part-time staff are aggregated on a pro-rata basis. The table below shows the average number of employees broken down by function. 2011 2010 Administration 416 395 Sales 176 170 592 565 20 22 612 587 Total Jürgen Gelf, Palm Beach, Australia, Kaufmann (chairman) Dr. Alexander Lienau, Munich, attorney & tax accountant (deputy) Frank Gelf, Berg, Kaufmann Susanne Gelf-Kapler, Berg, Kauffrau (until July 18, 2011) Sibylle Broß-Buraty, Aulendorf, secretary (until July 18, 2011) Bernhard Enste, Essen, Diplom-Kaufmann (until July 18, 2011). The total remuneration paid to the Supervisory Board in 2011 amounted to € 413 thousand (2010: € 679 thousand). [38] Employees Trainees The members of the Supervisory Board of CHG-MERIDIAN AG in 2011 were: Weingarten, March 1, 2012 CHG-MERIDIAN Deutsche Computer Leasing AG Jürgen Mossakowski Peter Horne Joachim Schulz Those employed in sales functions include field sales staff, sales trainees and staff working in brokerage. [39] Additional information about the Management Board and Supervisory Board The members of the Management Board of CHG-MERIDIAN AG in 2011 were: • Jürgen Mossakowski, Ravensburg, Diplom-Kaufmann (chairman) • Peter Horne, Reute, Diplom-Betriebswirt (BA) • Joachim Schulz, Ravensburg, Diplom-Kaufmann The total remuneration paid to the Management Board in 2011 amounted to € 4.318 million (2010: € 6.206 million). One member of the Management Board was granted 480,000 options on the Company‘s shares as part of his remuneration. The market value of these stock options as at December 31, 2011 was € 2.39 per share. 72 73 3 notes to the consolidated financial statements > Consolidated Statement of Changes in Fixed Assets 3 notes to the consolidated financial statements > Consolidated Statement of Changes in Fixed Assets Consolidated Statement of Changes in Fixed Assets Acquisition Cost 1. b) investments accounted for at cost b) prepayments 15,872 1,491 -1,557 0 0 15,806 487 0 0 0 11 0 0 0 0 11 0 0 0 0 15,883 1,491 -1,557 0 0 15,817 487 0 0 0 2,287,185 699,295 2,736 -36 477,935 2,511,245 1,385,443 0 2,543 1,171 1,173 0 173 48 2,469 970 0 88 68 0 0 0 156 0 1,259 1,241 0 173 48 2,625 970 33,073 181 5 0 0 33,259 9,929 0 3 0 0 21 36 Balance at Jan. 1, 11 € 000‘s Reclassifications € 000‘s Depreciation, amortization and write-downs in 2011 € 000‘s Disposals € 000‘s Balance at Dec. 31, 11 € 000‘s Balance at Dec. 31, 11 € 000‘s Balance at Dec. 31, 10 € 000‘s 0 0 487 15,319 15,385 0 0 0 11 11 0 0 487 15,330 15,396 -36 484,833 459,274 1,413,509 1,097,736 901,742 0 0 275 35 1,210 1,259 201 0 0 0 0 0 0 156 88 0 0 0 275 35 1,210 1,415 289 1,343 0 11,275 21,984 23,144 1,790 877 9,710 5,696 5,032 Additions € 000‘s Property, plant and equipment a) land and buildings b) office furniture and equipment c) assets under construction 74 Disposals € 000‘s Balance at Dec. 31, 11 € 000‘s Intangible assets a) software 4. Additions € 000‘s Reclassifications € 000‘s Leased assets Leased equipment 3. Currency translation differences € 000‘s Currency translation differences € 000‘s Balance at Jan. 1, 11 € 000‘s Book Value Equity investments a) investments accounted for using the equity method 2. Cumulative Depreciation, Amortization and Write-Downs 13,772 2,589 18 36 1,009 15,406 8,740 303 1,694 0 -173 0 1,824 0 0 0 0 0 0 0 1,824 303 47,148 4,464 23 -137 1,009 50,489 18,669 0 24 36 3,133 877 20,985 29,504 28,479 2,351,475 706,491 1,202 0 478,992 2,580,176 1,405,569 0 2,567 0 488,241 460,186 1,436,191 1,143,985 945,906 75 4auditor‘s report Moscow, Russia Geographical coordinates: 55° 45' 0" north, 37° 37' 0" east Area: 1,100 km2 Population: 11.5 million Population density: 10,454 inhabitants/km2 Gross domestic product (GDP): € 240 billion/$US 320 billion Resident companies: Gazprom, Lukoil, Rosneft Oil, TNK-BP, Sberbank, Sistema, Surgutneftegas, Intel, Hewlett-Packard, Softline International, Metro, RUSAL, Boeing, Microsoft, Siemens, Bosch Growth sectors: Energy, biotechnology, nuclear technology, IT, telecommunications, commerce Innovation potential: 80 universities with approx. 250,000 students Rollback and exchange on one workday Branch Consumer goods Employees More than 170,000, of these 7,000 in Russia Turnover More than € 46 billion/more than $US 61 billion Rollback of leased IT clients on only one day, as the modernization of the portfolio must take place on the same day in order to ensure uninterrupted work capability; observance of a schedule for inventory, Tasks packaging, transport, test phase and resale Planning of the rollback and organization of several project teams with a run-up of four weeks. Complete processing and communication via Solutions CHG-MERIDIAN as direct and only project manager for the customer Services Consultation, organization and execution Products used End of Lifecycle Services, Re-Marketing of used and returned assets The successful rollback of all leased IT clients at various locations in Russia only required a single day. The resale of all clients already took Special features place on the following day 76 77 4 auditor‘s report We have rendered our unqualified audit opinion as follows: „Auditor‘s report We have audited the consolidated financial statements prepared by CHG-MERIDIAN Deutsche Computer Leasing AG, Weingarten, comprising the balance sheet, the income statement, statement of changes in equity, cash flow statement and the notes to the consolidated financial statements, together with the group management report for the business year from January 1 to December 31, 2011. The preparation of the consolidated financial statements and the group management report in accordance with German commercial law are the responsibility of the parent company‘s management. Our responsibility is to express an opinion on the consolidated financial statements and on the group management report based on our audit. We conducted our audit of the consolidated financial statements in accordance with § 317 HGB [Handelsgesetzbuch „German Commercial Code“] and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with German principles of proper accounting and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group 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 consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and group management report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the consolidated financial statements comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development.“ Munich, March 28, 2012 KPMG AG Wirtschaftsprüfungsgesellschaft Pastor Wirtschaftsprüfer 78 In 2008, about one billion computers were in use around the world. This number is predicted to double by 2014. In 2011, 25 percent of the world‘s internet users were located in China. At the end of 2011, the number of cellphone contracts in existence was around six billion, at a time when the entire global population was about seven billion. Global revenue from IT services was around US$ 800 billion in 2010. In 2010, the world‘s ten biggest PC manufacturers invested around US$ 23 billion in research and development. Göller Wirtschaftsprüfer 79 5single-entity financial statements St. Gallen, Switzerland CHG-meridian deutsche computer leasing ag Significant cost reduction through increased transparency Branch Finance Employees More than 1,000 Turnover € 396 million/$US 527 million IT portfolio 215 output clients Renewal of 215 output clients with the goals of reducing running costs and a simultaneous increase in user satisfaction; the modernization and reduction of the output client pool allow significant savings potential for running costs and acquisition. To this purpose, maximum transparency with respect to proTasks curement costs and continuing operations must be ensured Transparent possibilities for comparison of manufacturer offers and consultation for the definition of tendering provisions. Precise cost center invoicing Solutions fulfils the accounting guidelines Optimization of the output portfolio on the basis of transparent financing Services and invoicing models Products used „Rent+click” leasing model Geographical coordinates: 47° 25' 24" north, 9° 22' 38" east Area: 39 km2 Population: 73,000 Population density 1,870 inhabitants/km2 Resident companies: Helvetia Versicherungen, St. Galler Kantonalbank, Raiffeisen Schweiz, Vadian Bank, Abacus Research AG, SAP, Stihl Growth sectors: Commerce, tourism, culture and creative economy, mechanical and automotive engineering, services, health Innovation potential: 3 Universities with more than 10,000 students 80 The required transparency resulted in better procurement conditions and sustainable savings in running operations were achieved through a reduction Special features from 215 to 185 modern output clients and a simultaneous volume reduction 81 > 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance 5.1 Business Performance The table below shows the key figures in CHG-MERIDIAN AG’s profit and loss statement (in € 000‘s). Brief outline of CHG-MERIDIAN AG’s performance in TEUR The parent company CHG-MERIDIAN Deutsche Computer Leasing AG, Weingarten (referred to below as ‘CHG-MERIDIAN AG’), is the biggest company in the Group. Although the proportion of net income contributed by the subsidiaries has risen steadily in recent years, CHG-MERIDIAN AG continues to have a material influence on the Group’s performance. 52.0 percent of total lease origination was generated in the German market and, for this reason, a separate report on the performance of CHG-MERIDIAN AG is given below. 2010 Change % 97,078 120,356 -19.3 -23,863 -27,811 -14.2 Key figures from profit and loss statement Net income from leasing Net interest expense CHG-MERIDIAN AG continued to strengthen its leading position in the German market in 2011. Coupled with lease originations in excess of the previous year’s volumes, its conservative financing policy and its high-quality leasing portfolio with low residual values helped the Company to improve its financial situation. Market position According to its management accounts, CHG-MERIDIAN AG increased the volume of leases that it originated by 29.6 percent year-on-year to € 446.5 million in 2011. The reason for this increase was that the encouraging trend that had started in the last month of 2010 continued in 2011 and demonstrated that, although delayed, the recovery following the financial crisis had spread to the IT leasing sector. Leased assets CHG-MERIDIAN AG generated a profit of € 34.4 million from ordinary activities in 2011 (2010: € 55.8 million). This decrease was largely attributable to a decline in lease payments from renewals, lower revenue from disposals, and higher depreciation, amortization, and write-downs of leased assets. The rise in depreciation, amortization, and write-downs stemmed from the growth in the volume of lease originations and from the fact that the depreciation period for computer screens, printers, desktop PCs, and laptops was changed to three years in 2011. Profit from ordinary activities CHG-MERIDIAN AG witnessed a rise in customer insolvencies in 2009 and 2010 as a result of the financial crisis. As expected, the volume of insolvencies in Germany last year fell back to a very small proportion of the total value of business. The effective default last year amounted to € 1.007 million as at December 31, 2011 (December 31, 2010: € 3.796 million). The number of insolvencies declined from 21 in 2010 to 18 in 2011. 2011 Profit from ordinary activities 34,415 55,762 -38.3 Net income 23,115 39,280 -41.2 Market Trends Trends in the German leasing market The results of the latest ifo investment test suggest that capital expenditure by leasing companies grew significantly in 2011 after rising only marginally in 2010. Equipment lease originations are expected to have grown at an average rate of 11.8 percent during the year, taking the total volume to approximately € 46 billion1. The equipment leasing ratio is forecast to have risen from 20.7 percent in 2010 to 21.4 percent in 20112. Trends in equipment leasing The findings of the trend surveys conducted by the Federation of German Leasing Companies (BDL) also reveal that German industry’s pronounced willingness to invest is reflected in the consistently high growth rates achieved by leasing as an alternative form of capital spending. The rapid increase in corporate capital expenditure, which had begun back in late 2010, reached the leasing sector after the usual delay, thereby boosting the volume of lease originations – especially in the first nine months of 2011 (as confirmed by the ifo Institute’s surveys). The boom in capital expenditure was also supported by the fact that finance was mostly available without too much difficulty and remained inexpensive. The investment indicator used by ifo and the BDL points to a nominal increase of approximately 6 percent in spending on capital equipment in 2012, including a sharp rise in the first quarter. The volume of equipment lease originations grew by almost 14 percent in the first three quarters of 2011, whereas it had contracted by 2 percent in the corresponding period of 2010. IT market trends Analysts at CIO reckon that the German IT market as a whole will grow by 3.3 percent to around €92 billion in 2012. The key driver here will be IT services, which already account for half of the German market. Analysts at Experton are forecasting that this segment will increase by more than 5 percent, although in the ailing hardware sector they expect to see growth of only 0.5 percent. Like hardware, software accounts for roughly one quarter of the total German IT market. Experton is predicting growth of only 2.5 percent for this segment. Consequently, the B2B software market would amount to €23.9 billion in 2012. 1 2 3 82 See ifo Schnelldienst journal, 1/2012 See Städtler, Arno (2011): Leasing zurück auf der Überholspur (Leasing back in the fast lane) in ifo Schnelldienst journal, 23/2011 See Städtler, Arno (2011): Leasing zurück auf der Überholspur (Leasing back in the fast lane) in ifo Schnelldienst journal, 23/2011 83 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance Germany’s automotiveIT magazine believes that new devices with mobile internet access have the greatest growth potential. According to a survey conducted by BITKOM (the German Federal Association for Information Technology, Telecommunications and New Media), 2.1 million tablet computers are likely to have been sold in Germany in 2011, which would represent a year-on-year increase of 162 percent. Market research institute Gartner reckons that global sales of personal computers rose by only 0.5 percent in 2011. PC manufacturers are being hit by the weak economies of the United States and western Europe and by the growing competition from mobile devices such as smartphones and tablets. The telecommunications industry grew by a paltry 0.4 percent in Germany to €66 billion in 2011. IT hardware Market researchers at IDC expect sales of business software to grow in 2012. They estimate that companies invested some US$ 37.9 billion in enterprise resource management (ERM) and enterprise resource planning (ERP) software in 2011, which was 10 percent more than in 2010. Growth in this fiercely contested market is forecast to fall back to 2010’s level of 6.3 percent in 2012 Software A study conducted by IDC comes to the conclusion that competition among IT service providers is becoming increasingly strong. Although medium-sized companies are similar to major corporations in terms of their needs, their organizational structures are typical of SMEs. The personal touch and suitably customized advice are key for the relevant decision-makers. At the same time, companies of this size usually have production sites or sales offices abroad, which creates demand for international support and IT service offerings. IT services CHG-MERIDIAN AG generated a profit from ordinary activities of € 34.4 million in 2011 (2010: € 55.8 million). Income from leasing was broken down as follows (in € 000‘s): • The average minimum term of the leases originated in 2011 decreased slightly from 42.1 months to 41.9 months. By contrast, the average effective term of the leases that ended in 2011 rose as a result of the financial crisis. Change % 433,877 438,999 -1.2 Revenue from disposals 23,236 29,993 -22.5 Revenue from brokerage 9,883 9,714 1.7 Other leasing income 1,389 3,132 -55.7 468,385 481,838 -2.8 Income from leasing fell by € 13.5 million year on year to € 468.4 million in 2011. Revenue from disposals decreased by € 6.8 million year on year. This was attributable to the extended useful lives of the equipment sold both directly and from the warehouse. Income arising from the discontinuation of payment obligations declined by € 2.1 million. This decrease related to payment obligations which, as a result of customer insolvencies, were no longer released pro rata temporis. Current revenue from leasing fell from € 439.0 million to € 433.9 million, which stemmed primarily from the lower level of lease renewals. Expenses from leasing rose by € 0.1 million to € 16.5 million, in 2011. The lower amount of disposals was almost offset by the higher cost of IT equipment brokerage. Leased assets The rise in depreciation, amortization, and write-downs of leased assets stemmed from the growth in the volume of lease originations and from application of the prudence principle, as a result of which the depreciation period for computer screens, printers, desktop PCs, and laptops was changed to three years in 2011. Despite the very high absolute increase in the volume of leases originated for existing customers, the proportion of business transacted with new customers was raised from 19.4 percent to 23.5 percent in 2011. The acquisition of new clients enables the CHG-MERIDIAN Group to continually renew its portfolio and is vital to its lasting success. Its long-term objective is therefore to win a consistent level of new clients. • A total of 8,688 leases were originated (2010: 7,731). 2010 Total Lease originations The leases originated in 2011 are broken down as follows: 2011 Revenue from leasing Financial Performance of CHG-MERIDIAN AG The volume of lease originations, which is the key performance indicator of the Company’s future profitability, amounted to € 446.5 million in 2011, which was an increase of € 102.1 million, or 29.6 percent, compared with the previous year’s volume of € 344.4 million. Results of operations Profit from ordinary activities fell from € 55.8 million to € 34.4 million largely owing to the lower income from leasing and the higher depreciation and write-downs of leased assets. The lower revenue from disposals was attributable to lease renewals and the age of the equipment sold. Key performance indicators for lease originations Interest expense advanced by € 1.2 million year on year to € 34.2 million. Interest expense for fixed-term liabilities actually fell by € 2.1 million to € 27.0 million. Interest expense again included exchange-rate losses, which in 2011 amounted to € 5.6 million. Because these losses are more than compensated for by the exchange-rate gains reported under interest income, total net interest expense fell by € 3.9 million. Taken together, the results of CHG-MERIDIAN AG’s operations were positive. 84 85 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance Funding Net assets and financial position The Company’s total assets amounted to € 1,011.2 million at the end of 2011 (December 31, 2010: € 896.4 million), which represents year-on-year growth of 12.8 percent. The strongest growth in the assets shown on the balance sheet was attributable to leased assets, which increased by € 85.5 million as a result of the larger volume of lease originations. Investments in affiliated companies rose by € 43.2 million; one of the main reasons for this increase was that the share capital of CHG-MERIDIAN US Holding Ltd., Los Angeles (United States), was increased by € 30.7 million in support of its strategic growth objectives. The decrease in „cash in the bank- other claims” was connected with the higher investments in affiliated companies. Funding environment CHG-MERIDIAN AG was not affected by funding difficulties either in 2009, at the time of the crisis, or in the two subsequent years. Existing credit lines were extended and considerably increased. It was also possible to obtain new funding partners. This wide range of funding sources meant that the CHG-MERIDIAN Group had sufficient funding lines available at all times in 2011. Business relations CHG-MERIDIAN AG’s efforts to enhance and broaden the stable, long-term relationships it has with its funding partners – as well as to recruit new funding partners – contributed to its success in maintaining a consistently high number of funding partners in 2011 that is well above the industry average. Consequently, the loss of ING Lease as a partner in the fourth quarter of 2011 and of KBC Lease in January 2012 can be compensated for without causing any disruption because neither of these institutions was one of the Company’s main funding partners. CHG-MERIDIAN AG has begun negotiations with individual funding partners, which will result in new master agreements being signed in 2012. However, it will only enter into new agreements if they add value for the Company. The need for funding increased in line with the growth in lease originations. This trend is reflected on the liabilities side of the balance sheet by the liabilities to banks with agreed maturities and by deferred income. This illustrates the Company’s policy of stepping up its use of loan-based funding for customers with excellent credit standings, thereby exploiting synergies and margin potential. In 2011, funding was sourced from 19 (2010: 22) different banking partners, which reflects the fact that CHG-MERIDIAN AG is not reliant on individual banks. The increase in deferred tax liabilities was mainly attributable to the tax depreciation recognized on low-value assets, which in the HGB financial statements are depreciated over their estimated useful life. CHG-MERIDIAN AG increased its share capital by € 10.0 million in 2011 by converting other retained earnings. Despite the fact that the Company earned net income of € 23.1 million, its equity ratio fell by 0.4 percentage points to 12.1 percent owing to its strong growth in 2011. In addition, two million of the Company’s own shares were recalled and canceled. However, this had no impact on its net assets or financial position because treasury shares are already recognized as a negative line item within stockholders’ equity. Although CHG-MERIDIAN AG has a solid base of stockholders’ equity, the equity ratio is not particularly meaningful. As a lessor, CHG-MERIDIAN AG is required to report leased assets that have been funded on a non-recourse basis, although the Company’s only obligation in this type of transaction is to guarantee the existence of legally valid claims. At the same time, the net present values of the lease receivables falling due after the balance sheet date that have been sold on a non-recourse basis are reported under liabilities. These accounting principles result in balance sheet inflation which significantly reduces the ratio of stockholders’ equity to total assets. Overall, CHG-MERIDIAN AG is in a very healthy and sound financial position. In addition to a strong free cash flow (€ 52.0 million) CHG-MERIDIAN AG also has substantial undrawn credit lines available to enable it to grow further. 86 Roughly 51.2 percent (2010: 52.3 percent) of the total volume of funding raised was obtained from the three largest banking partners. Funding structure As in previous years, the Company’s funding structure was characterized by a high proportion of non-recourse financing (forfaiting). Based on the volume of non-recourse finance of € 325.3 million (2010: € 272.2 million) that was disbursed in 2011, the forfaiting ratio was around 72.9 percent last year compared with 79.3 percent in 2010. The forfaiting ratio is defined as the proportion of disbursed non-recourse finance to lease originations during the year. The fact that this ratio remains high reflects CHG-MERIDIAN AG’s unchanged principle that most of its leases should be funded by its partners on a non-recourse basis. Funding provided by the Company itself should take the form of bridging loans until non-recourse finance becomes available. However, the Company is deliberately stepping up its loan-based funding for customers with excellent credit standings and is therefore aiming to reduce its forfaiting ratio to between 60 and 70 percent over the next few years. CHG-MERIDIAN AG is looking to exploit significant synergies and margin potential by increasing its use of loan-based finance. Consequently, part of the Company’s focus in Germany has been on obtaining further syndicated loans. After a syndicated loan totaling € 25.0 million had been successfully arranged and provided by LBBW in conjunction with six savings banks in 2009/2010, 2011 saw the structuring of a second syndicated credit line in which ten savings banks are now involved. CHG-MERIDIAN AG restricted the total amount of the loan to € 50.0 million during the structuring process in order to ensure that the credit line could be mobilized promptly in 2011/2012. It was encouraging to see that the savings banks’ interest extended beyond the credit line provided. LBBW’s share of the syndicate amounts to € 11.5 million. € 26.1 million was drawn down in two tranches during the reporting year. 87 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Business Performance Skills training and continuing professional development A further syndicate led by DZ BANK was arranged. DZ BANK managed to structure a syndicated loan for € 33.5 million in conjunction with twelve credit cooperatives. DZ BANK’s share of the syndicated loan amounts to € 5.0 million. The first tranche of € 12.9 million was disbursed in December 2011. The Company signed a third syndicated loan agreement at the end of December 2011; this syndicate is led by Bremer Landesbank. Bremer Landesbank approached five savings banks which, along with the syndicate leader, each contributed € 5.0 million to the syndicated credit line. The first tranche is scheduled to be drawn down in the first half of 2012. The total amount of € 113.5 million in new syndicated loans agreed in 2011 is proof positive that this product offers an attractive investment opportunity for German savings banks and cooperatives, which have a surplus of deposits. Given that total funding4 of € 402.8 million was obtained from banking partners in 2011 (2010: € 331.3 million) and that total leases amounting to € 446.5 million were originated during the reporting year (2010: € 344.4 million), the proportion of leases funded externally came to 90.2 percent (2010: 96.2 percent). The year-on-year decrease in the percentage of externally funded leases was largely attributable to the fact that the Company’s strong cash flow enabled it to fund its leases with a certain time lag, which meant that some of its acquisition costs were funded from its own capital resources. The proportion of leases funded externally remains very high, however, illustrating the considerable confidence and trust that funding partners have in CHG-MERIDIAN AG. This is due to the high quality of the Company’s customer portfolio and the fact that its default rates remain low compared with the leasing sector as a whole. Percentage of leases funded externally The headcount rose in virtually all business lines as a result of the growth generated by CHG-MERIDIAN AG. CHG-MERIDIAN AG also met its obligation as a responsible corporate citizen to provide training and apprenticeships for young people. Four apprentices commenced their commercial and IT traineeships in 2011. Two DHBW students and three trainees who completed their studies/training in 2011 were offered jobs at CHG-MERIDIAN AG last year and they now work in the IT/Organization, Internal Sales, and Sales departments. There were a total of twelve people in traineeships and apprenticeships at CHG-MERIDIAN AG. The Company also offered students and schoolchildren more internships in an international setting, giving them the opportunity to translate theory into practice and explore their personal strengths and interests. The year under review also saw CHG-MERIDIAN AG enter and win an award in the TOP JOB competition to find the 100 best employers among Germany’s small and medium-sized firms. The prize was presented by TOP JOB mentor Wolfgang Clement at the official awards ceremony in Duisburg on January 26, 2012. Companies looking to become a TOP JOB employer have to achieve excellent ratings in a number of categories. The criteria assessed during the competition range from leadership and dynamism to culture & communication, staff development & prospects, motivation, entrepreneurship, and family friendliness. The results of this survey were largely based on an online questionnaire sent to all members of staff in conjunction with information provided by HR employees about their work. Human Resources CHG-MERIDIAN AG employed 332 active members of staff as at December 31, 2011, which was 22 more than at the end of the previous year (December 31, 2010: 310 people). The CHG-MERIDIAN Group continued to give high priority to skills training and continuing professional development for its employees in 2011. The CHG-MERIDIAN Academy provides employees with CHG-specific knowledge and expertise, such as information about the Group’s systems and processes. The Company continued to expand its extensive training program and rolled it out to the foreign subsidiaries in 2011. Human resources Weingarten, February 6, 2012 CHG-MERIDIAN Deutsche Computer Leasing AG The new role of chief finance officer (CFO) was created at CHG-MERIDIAN AG in the fourth quarter of 2011. The total headcount in sales support units rose by eight, thereby illustrating the growing importance of IT consulting for CHG-MERIDIAN AG. Jürgen Mossakowski Peter Horne Joachim Schulz The number of employees – including the members of the Management Board – who were stockholders in the Company at the end of 2011 was 31 (December 31, 2010: 33). 4 88 The total amount disbursed includes both loan financing and non-recourse funding. 89 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Balance Sheet 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Balance Sheet 5.2 Balance Sheet Assets liabilities and stockholders‘ equity Dec. 31, 11 € 000‘s 1. Cash 1. Cash on hand 2. Dec. 31, 11 € 000‘s Dec. 31, 10 € 000‘s 13 123 9,205 b) with an agreed maturity a) on demand 48,974 b) other claims 3,010 54,907 51,984 31,069 3. Loans to customers 77,332 65,859 4. Equity investments 1,862 1,862 5. Investments in affiliated companies 119,237 76,065 6. Leased assets 703,973 618,434 7. Intangible assets 1,108 139 8. Property, plant and equipment 26,186 26,755 9. Other assets 28,154 19,874 10. Prepaid expenses 1,350 1,251 11. Excess of plan assets over 21 47 pension liabilities Liabilities to banks a) on demand Cash in the bank Dec. 31, 10 € 000‘s 160,907 95,060 8,698 10,955 debt securities issued 12,033 12,018 4. Other liabilities 63,770 72,191 5. Deferred income 607,394 564,878 16,154 5,294 2. 151,702 7,463 Customer deposits sundry liabilities on demand 3. Debenture loans 5a. Deferred tax liabilities 6. Provisions and reserves a) for pensions 19 b) for taxes 50 c) other provisions and reserves 7. 29 19,676 58 19,745 16,233 Stockholders‘ equity a) subscribed capital minus notional value of treasury shares 50,000 40,000 -2,141 -3,447 issued capital b) additional paid-in capital 47,859 36,553 618 618 c) retained earnings ca) statutory reserve cb) other retained earnings d) net income 1,011,220 90 896,385 4,382 46,545 3,382 50,927 23,115 32,373 122,519 39,280 1,011,220 896,385 91 5 single-entity financial statements CHG-MERIDIAN deutsche computer leasing AG > Profit and Loss Statement 5.3 Profit and Loss Statement 2011 € 000‘s 2010 € 000‘s 468,385 481,838 -16,500 -16,421 1. Income from leasing 2. Expenses from leasing 3. Interest income from lending and money-market transactions 10,382 5,185 4. Interest expense -34,245 -32,996 5. Current income from investments in affiliated companies 61 61 6. Commission income 9,941 10,654 7. Commission expense -3,303 -3,382 8. Other operating income 1,920 1,251 9. General administrative expenses a) staff expenses aa) wages and salaries ab) social security contributions and expenses for pensions thereof for pensions: € 50 thousand (2010: € 85 thousand) b) other administrative expenses 10. -32,164 -2,942 -29,432 -35,106 -8,913 -2,893 -44,019 -9,794 Depreciation, amortization and write downs of a) leased assets b) intangible assets and property, plant and equipment -354,807 -2,765 -345,061 -357,572 -2,760 -54 -113 -581 -375 34,415 55,762 11. Other operating expenses 12. Write-downs and value adjustments on claims and additions to the provisions for leasing business 13. Profit from ordinary activities 14. Extraordinary income 0 74 15. Extraordinary net income 0 74 16. Income taxes -11,212 -16,378 17. Other taxes (unless reported under line item 11) -88 -178 18. Net income 23,115 39,280 In 2011, 35 percent of the world population was using the internet compared with just 18 percent in 2006. In 2011, revenue in the global server market was US$ 52.27 billion. More than 350 million new computers were sold in 2011. The average lifetime of all printer hardware around the world is now four years. By 2015 it is expected to have risen to 4.2 years. 92 93 6headquarters, subsidiaries Barcelona, Spain Geographical coordinates: 41° 24' 0" north, 2° 10' 0" east Area: 101 km2 Population: 1.6 million Population density: 15,991 inhabitants/km2 Gross domestic product (GDP): € 138 billion/$US 183 billion Resident companies: Seat, Nissan, La Caixa, Gas Natural Andalucia, Abertis, Grifols, Edag Growth sectors: IT, telecommunications, media, biotechnology, design, tourism, energy, health, transport, food Investments in R&D: More than € 3 billion/more than $US4 billion (Catalonia) Employed in R&D: More than 45,000 (Catalonia) and contact [40] Grundlagen des Konzernabschlusses Die CHG-MERIDIAN Deutsche Computer Leasing AG, Weingarten (CHG-MERIDIAN AG), hat den Konzernabschluss nach den für Kreditinstitute und Finanzdienstleistungsinstitute geltenden, handelsrechtlichen Vorschriften der §§ 290 ff. HGB i.V.m. §§ 340 ff. HGB sowie unter Berücksichtigung der Regelungen der Verordnung über die Rechnungslegung der Kreditinstitute und Finanzdienstleistungsinstitute (RechKredV; geändert am 9. Juni 2011) aufgestellt. Efficient workflows through Die Gliederung der Konzernbilanz und der Konzern-Gewinn- und Verlustrechnung erfolgt customer-specific E-procurement grundsätzlich nach den Formblättern der RechKredV. Eine Ausnahme ergibt sich für die Branch Employees Erweiterung des Gliederungsschemas in Verbindung mit dem Ausweis eigener Anteile im Legal Firm Association Eigenkapital gemäß § 265 Abs. 5 HGB i.V.m. § 340a Abs. 2 HGB: Der Saldo aus gezeichnetem Kapital und dem rechnerischen Wert eigener Anteile wurde als „ausgegebenes More than 1,000 Kapital“ bezeichnet. Turnover € 191 million/$US 250 million Mit den Tochterunternehmen bestehen weder Beherrschungs- noch Gewinnabführungsver- IT-portfolio More than 1,000 IT and output clients träge. Es liegen zum 31. Dezember 2011 keine steuerlichen Organschaftsverhältnisse vor. Step-by-step modernization of 500 mobile IT clients by way of a simple, Der Konzernabschluss ist auf den Stichtag des Jahresabschlusses der CHG-MERIDIAN AG fully electronic procurement workflow; significant simplification of the (31. Dezember 2011) aufgestellt, der mit den Stichtagen der einbezogenen Tochterunterprocurement processes; increased transparency of the IT portfolio mananehmen und Teilkonzernen übereinstimmt. Tasks gement; workflow in harmony with the ambitious company standards [41] Grundlagen des Konzernabschlusses Web-based E-procurement module (TESMA© Online) with standardized Solutions product packages Die Jahresabschlüsse der in den Konzern einbezogenen Unternehmen werden im Consultation, conceptualization of the workflow and the product packages, Wesentlichen nach einheitlichen Bilanzierungs- und Bewertungsgrundsätzen aufgeServices user training stellt. Für die Unternehmen der UK-Gruppe (Teilkonzernabschluss der CHG-MERIDIAN © (Holdings) UK Limited), US-Gruppe (Teilkonzernabschluss der CHG-MERIDIAN U.S. Online Products used TESMA Holding Inc.), CHG-MERIDIAN Computer Spain S.L. und CHG-MERIDIAN Computer Leasing Ireland Limited wird Ausnahmeregelung gemäßby § 308 Abs. 2 Satzweb-based 4 HGB Gebrauch Implementation ofvon theder E-procurement module way of the © gemacht, da die Ermittlung der TESMA historischen Anschaffungskosten wirtschaftlich unzumutOnline from CHG-MERIDIAN Special features asset management system bar wäre und zu einer unverhältnismäßigen Verzögerung bei der Erstellung des Konzernabschlusses der CHG-MERIDIAN AG führen würde. Diese Gesellschaften klassifizieren ihre Leasingverträge in Anlehnung an die IFRS-/US-GAAP-Rechnungslegungsgrundsätze1. Dies führt dazu, dass ein Leasingvertrag mit einer Amortisation von über 90 % der Gesamtinvestitionskosten nicht als Leasingvermögen, sondern als mit dem Barwert angesetzte Forderung2 und ggf. als Restwert3 (Finance Lease) ausgewiesen wird. Liegt die Amortisation unter 90 % der Gesamtinvestitionskosten, werden die Leasinggüter als Leasingvermögen in der Konzernbilanz ausgewiesen und über die Vertragslaufzeit auf den geschätzten Restwert abgeschrieben. Die Vereinnahmung der Zinserträge von Finance Leases erfolgt analog den deutschen handelsrechtlichen Vorschriften für Mietkäufe. Die unterschiedliche Klassifizierung führt bei Finance Leases dazu, dass bei diesen Gesellschaften die Periodenergebnisse über finanzmathematisch errechnete Zinserträge erzielt werden. Das Periodenergebnis der Leasingverträge, welche als Leasingvermögen bilanziert werden, wird über die Leasingerträge (linearisierte Mietraten) abzüglich Abschreibungen und Wertberichtigungen auf das Leasingvermögen erzielt. Der degressive Ertragsverlauf bei Finanzierungsleasingverträgen hat zur Folge, dass das Periodenergebnis zu Beginn eines Leasingverhältnisses höher ist als das linearisierte Periodenergebnis der als Leasingvermögen klassifizierten Leasingverträge. Am Ende der Laufzeit eines Leasingvertrages ist der Effekt gegenläufig. Die beiden Methoden führen über die Gesamtlaufzeit des Leasingvertrags zu identischen Ergebnissen. 94 95 6 headquarters, subsidiaries and contact germany BRASIL GREAT BRITAIN Headquarter Weingarten CHG-MERIDIAN Deutsche Computer Leasing AG Franz-Beer-Straße 111 88250 Weingarten Phone +49 751 5030 Fax +49 751 50366 email: info@chg-meridian.de www.chg-meridian.de CHG-MERIDIAN do Brasil Locação de Equipamentos Ltda. Alameda Grajaú, 129 – 12º andar Alphaville CEP 06454-050 – Barueri – São Paulo – Brasil Phone +5511 9525-9950 email: info@chg-meridian.com.br www.chg-meridian.com.br Egham (Head office) CHG-MERIDIAN UK Limited Barons Court 22 The Avenue Egham, Surrey TW20 9AB Phone +44 (0) 1784 470701 Fax +44 (0) 1784 439183 email: uk@chg-meridian.com www.chg-meridian.com Berlin Karlplatz 7 10117 Berlin Phone +49 30 2840680 Fax +49 30 28406866 Dusseldorf Fritz-Vomfelde-Straße 6 40547 Düsseldorf Phone +49 211 557270 Fax +49 211 5572766 Groß-Gerau Technology and Service Center Wasserweg 2 64521 Groß-Gerau Phone +49 6152 18710 Fax +49 6152 1871499 Hamburg Lombard-Haus Pelzerstraße 9-13 20095 Hamburg Phone +49 40 4191570 Fax +49 40 41915766 Munich Wilhelm-Wagenfeld-Straße 28 80807 Munich Phone +49 89 238856300 Fax +49 89 238856366 AUSTRIA CHG-MERIDIAN Computer Leasing Austria GmbH Landstraßer Hauptstraße 1 1030 Vienna Phone +43 1 71807520 Fax +43 1 718075266 email: austria@chg-meridian.com www.chg-meridian.at BELGIUM CHG-MERIDIAN Computer Leasing Belgium NV/SA Romeinsesteenweg/ Chaussée Romaine 468 1853 Grimbergen Phone +32 2 7054600 Fax +32 2 7053587 email: belux@chg-meridian.com www.chg-meridian.be 96 6 headquarters, subsidiaries and contact CHG-MERIDIAN Canada Finance, Ltd. 443 Ouellette Avenue, Suite 300 Windsor, Ontario N9A 6R4 Phone +1 818 7021800 Fax. +1 818 7021821 email: canada@chg-meridian.com www.chg-meridian.ca Daventry CHG-MERIDIAN Capital Limited Innovation House 20-21 Cottesbrooke Park Heartlands Daventry Northants NN11 8YL Phone +44 1327 301099 Fax +44 1327 315388 email: capital@chg-meridian.com www.chg-meridiancapital.com CZECH REPUBLIK IRELAND CHG-MERIDIAN Computer Leasing Czech Republic s.r.o. Bohdalecká 8/1460 101 00 Praha 10 Phone +420 272 102111 Fax +420 272 102766 email: czech@chg-meridian.com www.chg-meridian.cz CHG-MERIDIAN Computer Leasing Ireland Limited One Spencer Dock North Wall Quay Dublin 1 Phone +44 1784 470701 Fax +44 1784 439183 email: ireland@chg-meridian.com www.chg-meridian.com CANADA FRANCE Paris (Head office) CHG-MERIDIAN Computer Finance France SAS 5 rue Scribe 75009 Paris Phone +33 1 53058510 Fax +33 1 53058511 email: france@chg-meridian.com www.chg-meridian.fr Lyon CHG-MERIDIAN Computer Finance France SAS 4 quai des Etroits Espace DMCI 69005 Lyon Phone +33 4 72565145 Fax : +33 4 78381537 Lille CHG-MERIDIAN Computer Finance France SAS 12 place Saint Hubert 59000 Lille Phone +33 3 59561924 Fax : +33 3 59560601 ITALY Monza (Head office) CHG-MERIDIAN Italia S.p.A. Via Sempione, 11 20900 Monza (MB) Phone +39 039 390681 Fax +39 039 3906861 email: italia@chg-meridian.com www.chg-meridian.it Rome CHG-MERIDIAN Italia S.p.A. Via del Casale Solaro 119 00143 Rome Phone +39 06 51573329 Fax +39 039 3906861 email: italia@chg-meridian.com www.chg-meridian.it Guadalajara José Guadalupe Zuno No. 2302 PB-1 Col. Americana, Guadalajara, Jalisco, CP. 44100 Phone +52 33 14047700 Monterrey Avenida Calzada del Valle Oriente No. 225 Despacho 115 Planta Baja Colonia del Valle San Pedro Garza García, Nuevo León, CP. 66220 Phone +52 81 82628386 NETHERLANDS CHG-MERIDIAN Computer Leasing Netherlands BV K.P. van der Mandelelaan 110 3062 MB Rotterdam Phone +31 10 4509094 Fax +31 10 4505383 email: nederland@chg-meridian.com www.chg-meridian.nl POLAND CHG-MERIDIAN Computer Leasing Polska sp. z o.o. Al. Jana Pawla II 15 00-828 Warszawa Phone +48 22 5269900 Fax +48 22 5269966 email: poland@chg-meridian.com www.chg-meridian.pl RUSSIA OOO CHG-MERIDIAN Leasing Ilyinka str. 3/8, bld. 5 Moscow, 109012 Phone +7 495 9212115 Fax +7 495 9212116 email: russia@chg-meridian.com www.chg-meridian.ru SLOVAKIA CHG-MERIDIAN Computer Leasing Slovakia s.r.o. Mateja Bela 8 811 06 Bratislava Phone +420 272 102111 Fax +420 272 102766 email: slovakia@chg-meridian.com www.chg-meridian.sk MEXIKO SLOVENIA México City (Head office) CHG-EI Camino S.A.P.I. de C.V. Juan Salvador Agraz No. 40 Piso 12 Col. Santa Fé Del. Cuajimalpa de Morelos CP. 05109 México D.F. Phone +52 55 59807000 Fax +52 55 59807030 email: info@chg-elcamino.com.mx www.chg-elcamino.com.mx CHG-MERIDIAN Computer Leasing d.o.o. Linhartova 11 a 1000 Ljubljana Phone +386 1 4341800 Fax +386 1 4341810 email: slovenia@chg-meridian.com www.chg-meridian.com SPAIN Barcelona (Head office) CHG-MERIDIAN Computer Spain S.L. Avda. Diagonal, 523-40 4a (Edificio Atalaya) 08029 Barcelona Phone +34 902 350065 Fax +34 902 350066 email: spain@chg-meridian.com www.chg-meridian.es Madrid CHG-MERIDIAN Computer Spain S.L. Goya, 115 - 6a Planta 28009 Madrid Phone +34 902 350095 Fax +34 902 350096 SWITZERLAND CHG-MERIDIAN Schweiz AG Täfernstrasse 7a 5405 Baden Phone +41 56 2031800 Fax +41 56 2031809 email: schweiz@chg-meridian.com www.chg-meridian.ch USA Los Angeles (Head office) CHG-MERIDIAN U.S. Finance, Ltd. 21800 Oxnard Street, Suite 400 Woodland Hills, CA 91367 Phone +1 818 7021800 Fax +1 818 7021821 email: usa@chg-meridian.com www.chg-meridian.us Atlanta CHG- MERIDIAN U.S. Finance, Ltd. 160 Clairmont Ave, Suite 200 Decatur, GA 30033 email usa@chg-meridian.com www.chg-meridian.us Chicago CHG-MERIDIAN U.S. Finance, Ltd. 208 South LaSalle, Suite #1690 Chicago, IL 60604 email: usa@chg-meridian.com www.chg-meridian.us New York CHG-MERIDIAN U.S. Finance, Ltd. 245 Park Ave , 39th Floor New York, NY 10167 email: usa@chg-meridian.com www.chg-meridian.us Dallas CHG-MERIDIAN U.S. Finance, Ltd. 14643 Dallas Parkway, Suite 680 Dallas, TX 75254 email: usa@chg-meridian.com www.chg-meridian.us 97 Contact CHG-MERIDIAN Deutsche Computer Leasing AG Franz-Beer-Straße 111 88250 Weingarten Germany Phone +49 751 5030 Fax +49 751 50366 email: info@chg-meridian.de www.chg-meridian.com 98 As a Portfolio Manager, CHG-MERIDIAN facilitates sophisticated client projects on a global basis and delivers genuine solutions. Large and medium-sized companies and public sector entities have placed their trust in our outstanding portfolio management expertise and in our ability to devise customized concepts for capital spending on technology. www.chg-meridian.com CHG-MERIDIAN Annual Report 2011 Intelligent Portfolio Management Annual Report 2011 CHG-MERIDIAN Deutsche Computer Leasing AG