Kuhne Nagel
Kuhne Nagel
Kuhne Nagel
2017
Kuehne + Nagel Group Key Data
ECONOMIC ENVIRONMENT
In 2017, Kuehne + Nagel expanded its global to a large extent based on improving conditions
leading position in Seafreight with 4.4 million for large commodity shippers and improved
TEUs managed in container traffic. The Group domestic consumption. (Based on: World Bank,
confirmed with 1.6 million tons in Airfreight its Global Economic Prospects, January 2018).
global number 2 position, reported on significant
growth and profitability improvement in Overland In 2017, the international logistics industry expe-
and gained substantial business from high-profile rienced world trade volume growth rebounding
customers in Contract Logistics. from low levels in 2016. The estimated world trade
volume growth increased to 4.7 per cent in 2017
Kuehne + Nagel has specialised in complex end-to- versus 2.5 per cent in 2016.
end supply chain solutions, which are managed in
the global network of Logistics Control Towers and Advanced economies’ world trade volume grew from
performed in cooperation with all Kuehne + Nagel 2.6 per cent in 2016 to estimated 4.1 per cent in
business units. These integrated logistics solutions 2017, whereas in emerging markets and developing
not only increase transparency and efficiency in the economies from 2.3 per cent in 2016 to 5.9 per cent
supply chain but also optimise information flows in 2017. (Based on: IMF, World Economic Outlook
between the participating partners and customers. Update, January, 2018).
This allows Kuehne + Nagel to support its cus-
tomers’ value chain, a decisive factor in a highly On the carrier side, the market in 2017 was
competitive and fast growing market. characterised by highly volatile freight rates as
a result of the continued imbalance of capacity
In 2017, the world economy grew by estimated and demand of carriers and a wave of consoli-
3.0 per cent (2016: 2.4 per cent) due to a recovery dation in the shipping industry.
in industrial activity and a pickup in global trade.
The United States, Japan, China, and especially the Kuehne + Nagel‘s volume growth was signi-
European Union significantly contributed to the ficantly above the market, supported by the
improved global growth, with projections for 2018 improved market dynamics in 2017, resulting in
confirming a solid growth. strong turnover growth of 11.2 per cent. In spite
of margin pressure due to consolidation in the
Mature economies have shown clear indications supplier market and a more competitive market
for stronger momentum in domestic demand environment, the Group was able to increase
and export. Growth for these countries in 2017 gross profit by 7.2 per cent and grew its EBIT by
increased by an estimated 2.3 per cent versus 3.2 per cent in 2017 (excluding negative impacts
1.6 per cent in 2016. of currency translation of 0.4 per cent and
acquisitions of 0.7 per cent). The Group achieved
Emerging markets are estimated to have grown its target of 5.0 per cent EBIT in relation to net
by 3.7 per cent in 2016 and 4.3 per cent in 2017, turnover.
Status Report 2
Kuehne + Nagel’s net turnover increased in 2017 in constant currencies and excluding acquisitions by
by CHF 2,069 million or 12.5 per cent and gross CHF 28 million or 3.9 per cent. Capital expenditure in
profit increased by CHF 473 million or 7.2 per cent fixed assets decreased by CHF 14 million or 5.9 per cent
compared to the previous year. to CHF 225 million compared to the previous year.
In 2017, EBIT increased by CHF 19 million or In 2017, the Kuehne + Nagel Group increased
2.1 per cent. At constant exchange rates and ex- the number of employees year-on-year by 5,838 or
cluding acquisitions the increase would have 8.3 per cent from 70,038 to 75,876 employees.
been CHF 29 million or 3.2 per cent. The Group The number of full time equivalents reached 92,372
increased earnings for the year 2017 by CHF versus 85,887, which is an increase of 6,485 or
20 million or 2.8 per cent compared to 2016, 7.6 per cent.
3 Status Report
INCOME STATEMENT
Turnover
In 2017, Kuehne + Nagel’s turnover amounted to increased valuation of the Euro of 2.1 per cent,
CHF 22,220 million representing an increase of a decreased valuation of the US Dollar as well
11.2 per cent or CHF 2,235 million compared to the as dependent currencies and the British Pound
previous year. Organic business growth resulted in an by 0.6 and 5.4 per cent respectively, against
increase in turnover of CHF 2,087 million (10.4 per the Swiss Franc, resulting in a positive impact of
cent) and acquisitions contributed CHF 72 million CHF 76 million (0.4 per cent) of turnover.
(0.4 per cent). The turnover increase was driven by
the significant volume growth in all business units Net turnover
and regions. In 2017, Kuehne + Nagel’s net turnover amounted
to CHF 18,594 million representing an increase of
Volumes in Seafreight increased by 7.5 per cent 12.5 per cent or CHF 2,069 million compared to the
(+ 302,000 TEUs) and turnover per TEU increased previous year. Organic business growth resulted
by 2.7 per cent to CHF 2,022 per TEU (2016: in an increase in net turnover of CHF 1,982 million
CHF 1,969). In Airfreight, the volume increase was (12.0 per cent) and acquisitions contributed CHF
20.4 per cent (+ 266,000 Tons), and the freight 72 million (0.4 per cent). The exchange rate fluc-
rate increase was at 0.4 per cent per 100 kg to tuation had a positive impact of CHF 15 million
CHF 303 (2016: CHF 302). These were the main (0.1 per cent).
contributors to the turnover growth, followed by
volume increases in Overland and Contract Logistics. At a regional level, EMEA (11.8 per cent), the Ame-
ricas (14.2 per cent) and Asia-Pacific (12.9 per cent)
At a regional level, Europe, Middle East, Central reported an increased net turnover in 2017.
Asia and Africa “EMEA” (11.2 per cent), the Americas
(12.8 per cent) and Asia-Pacific (7.8 per cent) repor- Gross profit
ted an increased turnover in 2017. Gross profit reached CHF 7,023 million in 2017,
which represents an increase of 7.2 per cent or CHF
Exchange rate fluctuations between 2016 and 2017, 473 million compared to the previous year. Organic
based on average yearly exchange rates, led to an business growth resulted in an increase in gross profit
CHF million 2017 2016 2015 2014 CHF million 2017 2016 2015 2014
7,000
Asia-Pacific 711
Asia-Pacific 2,417
2,239 666
2,254 20,000 Americas 1,357 629 567 6,000
Americas 5,454 2,243
4,714 1,244
1,151 1,010
5,027
4,834 5,000
15,000 EMEA 4,955
4,640 4,711
EMEA 14,349 14,338 4,471 4,000
12,908 13,002
10,000 3,000
2,000
5,000
1,000
0 0
Status Report 4
CHF million 2017 2016 2015 2014 CHF million 2017 2016 2015 2014
Communication,
travel and selling
expenses 167
Admin. expenses 231 160 1,000
151 150
Vehicle and 485 215
204 218 5,000
operational expenses 444
448 485
Facility expenses 760 750
706 4,000
Personnel expenses 4,243 667 689
3,957
3,741 3,764
3,000
500
2,000
250
1,000
0 0
of CHF 453 million (6.9 per cent), mainly in the busi- EMEA generated the largest EBITDA contribution
ness unit Contract Logistics (+ CHF 340 million), with CHF 675 million (58.7 per cent), followed by the
and exchange rate fluctuation had a negative Americas with CHF 246 million (21.4 per cent), and
impact of CHF 9 million (0.1 per cent). Acquisitions Asia-Pacific with CHF 229 million (19.9 per cent).
contributed CHF 29 million (0.4 per cent). The
positive effect from volume growth in Sea and EBIT ⁄ Earnings for the year
Airfreight was partially offset by lower yields in a In 2017, earnings before interest and tax (EBIT)
competitive market environment with increasing increased by CHF 19 million to CHF 937 million
supplier rates. (2016: CHF 918 million). The increase was mainly
due to higher contribution from the organic business
At a regional level, EMEA (6.8 per cent), the Ame- by CHF 29 million, whereas the business from
ricas (9.1 per cent) and Asia-Pacific (6.8 per cent) acquisitions had a negative impact of CHF 6 million,
reported an increased gross profit in 2017. mainly due to the amortisation of other intangibles
of CHF 8 million; the exchange rate development
Operational cash flow had a negative impact of CHF 4 million. The EBIT
The operational cash flow, the sum of the net income margin to net turnover for the Group has decreased
for the year plus/minus non-cash-related trans- to 5.0 per cent compared to 5.6 per cent in 2016.
actions, increased by CHF 86 million to CHF 1,148 EBIT in per cent of gross profit (conversion rate),
million in 2017 (for further information, please refer an important KPI for the Group, decreased from
to the cash flow statement in the Consolidated 14.0 per cent in 2016 to 13.3 per cent in 2017.
Financial Statements 2017 on page 43).
In 2017, the region EMEA contributed CHF 523 million
EBITDA (55.8 per cent) to the Group’s EBIT, followed by Asia-
In 2017, earnings before interest, tax, depreciation, Pacific with CHF 210 million (22.4 per cent), and the
amortisation and impairment of property, plant and Americas with CHF 204 million (21.8 per cent).
equipment, goodwill and other intangible assets,
increased by CHF 40 million or 3.6 per cent compa- Earnings for the year 2017 increased by CHF
red to the previous year; EBITDA of organic business 20 million to CHF 740 million compared to the
increased by CHF 42 million, acquisitions contributed previous year’s CHF 720 million, whereby the margin
CHF 2 million, and negative exchange rate develop- decreased to 4.0 per cent (in per cent of net turn-
ment accounted for EBITDA of CHF –4 million. over) compared to the previous year’s 4.4 per cent.
5 Status Report
EBITDA EBIT
CHF million 2017 2016 2015 2014 CHF million 2017 2016 2015 2014
1,000 1,000
750 750
500 500
250 250
0 0
200
As of December 31, 2017, the equity of the Group
increased by CHF 162 million to CHF 2,327 million,
which represents an equity ratio of 31.2 per cent
0 (2016: 34.2 per cent).
Status Report 6
1
Equity ratio (in per cent) 31.2 34.2 34.9 37.1 40.1
2
Return on equity (in per cent) 32.1 32.8 28.7 24.9 23.9
3
Debt ratio (in per cent) 68.8 65.8 65.1 62.9 59.9
4
Short-term ratio of indebtedness (in per cent) 60.5 55.7 55.3 52.7 51.0
5
Intensity of long-term indebtedness (in per cent) 8.3 10.1 9.9 10.2 8.8
6
Fixed assets coverage ratio (in per cent) 120.5 126.9 122.2 143.6 146.3
7
Working capital (in CHF million) 502 595 496 949 988
8
Receivables terms (in days) 53.9 46.6 44.4 44.4 43.2
9
Vendor terms (in days) 69.0 60.2 55.1 54.9 52.6
10
Intensity of capital expenditure (in per cent) 32.8 34.9 36.6 32.9 33.5
Assets Liabilities
CHF million 2017 2016 2015 2014 CHF million 2017 2016 2015 2014
2,000 2,000
186
Operating equipment 74 93
Vehicles 13 16
Leasehold improvements 46 43
IT hardware 34 34
Office furniture and equipment 10 11
Total Group 177 197
Status Report 8
Seafreight 19 19
Airfreight 18 22
Overland 23 31
Contract Logistics 117 125
Total Group 177 197
Depreciation and amortisation in 2017 amounted The Group continued to operate an asset-light
to CHF 213 million and was allocated in the income business model and invests only into strategically
statement as indicated in notes 26 and 27 to the important locations with high demand for state
Consolidated Financial Statements. of the art logistic space.
SHAREHOLDER RETURN
Share price and market capitalisation 2017 2016 2015 2014 2013
Increase/(decrease) of share price year over year 37.90 –3.20 2.50 18.20 7.10
Dividend per share 5.50 5.00 7.00 5.85 3.50
Total return 43.40 1.80 9.50 24.05 10.60
45.00
25.00
5.85
20.00
15.00 18.20
10.00
3.50
7.00
5.00 7.10
5.00
0.00 2.50
–3.20
–5.00
RISK MANAGEMENT,
OBJECTIVES AND POLICIES
The Risk and Compliance Committee headed by Risk management as an integral part of the Inter-
the CEO and having the CFO, the Chief Compliance nal Control System (ICS) for financial reporting
Officer, the Head of Internal Audit, and the Group Risk management is incorporated within the ICS.
General Counsel as members, monitors the risk pro- Preventive, risk-mitigating measures to control risks
file of the Group and the development of essential are proactively taken at different levels and are an
internal controls to mitigate these risks. integral part of management responsibility.
Status Report 10
Risk assessment in 2017 the Risk Assessment Guideline defining risk groups
An independent risk assessment procedure was and sub-groups, the structure and the process of
adopted for operational risks. The Regional Manage- risk assessments. The risk catalogue is reviewed
ment was interviewed in order to assess the risks for regularly and critical analysis ensures a continuous
each country in their respective region. In addition, development of the risk management system.
Management Board members assessed the overall
strategic risk exposure of the Group. Within the Summarised assessment of the risk situation
framework of the Corporate Governance process, the In 2017 no significant risks were identified that
updated risk assessment was then presented to the would have the potential to substantially negatively
Audit Committee of the Board of Directors. impact the Group and its future development.
The most material risks remain the uncertainty of
Financial risks analysis and assessment were carried the global economic development, the geopolitical
out by the finance and accounting department. instability, volatile currency fluctuations and the
financial markets, thus being in the constant focus
The following risk areas have been identified amongst of the management.
others for which mitigating actions have been
implemented:
BUSINESS UNITS
— Financial
risks such as development of interest
rates, credit and financial markets and currency The main contributor to the Group’s result remains
risks are constantly monitored and controlled by the business unit Seafreight, whereby in 2017 major
the corporate finance and accounting department. profitability improvements were generated in the
— The continuing challenges of the global and Airfreight, Overland, and Contract Logistics business
macroeconomic developments as well as the units.
uncertainties in the financial markets. These are
managed by appropriate risk diversification and Seafreight
avoidance of regional and industry clustering. Seafreight volumes increased by 7.5 per cent to
— Risks related to IT network availability, IT data 4,355,000 TEUs exceeding market growth estimated
and security are managed by the permanent moni- at 4 to 5 per cent and further solidified the Group’s
toring of systems, redundant infrastructure as well global leadership in Seafreight. Services for tempe-
as interlinked data centers with back-up structures rature controlled cargo in reefer containers and the
and business continuity plans. Less-than-Container Load (LCL) business have signi-
— The increase of regulations, growing complexity ficantly contributed to the growth. Customers from
and customer expectations have led to rising the pharma and healthcare industry use Kuehne +
security requirements and risks; such risks and Nagel to handle temperature-sensitive products.
requirements are considered in the planning of The US import from and export to Europe trades
supply chain solutions and worldwide operation. contributed to the strong volume growth. However,
— Organised crime, terrorism, legal and non-comp- the effects of the continuing consolidation in the
liance risks such as fraud, intentional and unin- shipping industry and margin pressure from compe-
tentional violations of the law and internal regu- tition impacted Kuehne + Nagel negatively. Despite
lations are counteracted by comprehensive and further productivity increases, EBIT in 2017 declined
worldwide staff training and a network of com- by 7.0 per cent compared to the previous year, while
pliance officers at regional and national levels. the ratio of EBIT to gross profit (conversion rate) dec-
lined slightly to 29.2 per cent (2016: 31.4 per cent)
Organisation of risk management due to difficult market conditions, but is still amongst
A continuous dialogue between the Management the leading levels in the industry.
Board, Risk and Compliance Committee and Audit
Committee ensures the Group’s effective risk manage- It remains the Group’s target to achieve growth
ment. The risk management system is governed by rates that are substantially above market growth.
11 Status Report
Simultaneously the Group’s focus is on the ments. The Group has a long-standing track record
Sea and Airfreight profitability and continuous in achieving year-over-year cost per unit improve-
efficiency gains through productivity improve- ments.
TEUs ’000 Kuehne + DHL* Panalpina DSV CHF million 2017 2016 2015
Nagel
Tons ’000 Kuehne + DHL Panalpina DSV CHF million 2017 2016 2015
Nagel
Overland
Overland increased its net turnover in 2017 by 2.4 per cent. EBIT increased to CHF 49 million
7.6 per cent with strong performance of its land (2016: CHF 28 million). With the expansion of
transport activities within Europe. The key perfor- services in Overland to industry-specific solutions,
mance indicator EBITDA to net turnover margin Overland has significantly contributed to the success
was with 3.0 per cent above the previous year’s of the Group’s integrated logistics offering.
Performance Overland
Contract Logistics
The focus on specialised end-to-end solutions for Kuehne + Nagel further strengthened its global lea-
industries such as automotive, high-tech, consumer ding position in the field of integrated logistics with
goods, aerospace, pharmaceuticals, healthcare, and increased contract volumes and improved profitabi-
e-commerce fulfilment led to numerous new customer lity. The Group offers specialised end-to-end supply
contracts. This resulted for 2017 in a (net of currency chain management solutions, which are managed
impact) net turnover growth of 8.0 per cent. More from the Logistics Control Towers and performed
than 100 new logistics projects were implemented for with other business units, supporting customers
customers in 2017, enabling the company to manage to improve their value chain. Integrated Logistics
10.6 million square meters of warehouse and logistics experts develop, implement and manage solutions
space worldwide. Continuous process improvements that streamline the supply chain to make it lean,
in 2017 led to an increase of the EBITDA to net agile and demand-driven.
turnover margin to 6.0 per cent versus 5.8 per cent
in 2016 and an increase of EBIT by 9.5 per cent.
CORPORATE GOVERNANCE
Kuehne + Nagel is committed to good corporate governance which is an integral
part of the management culture of the Kuehne + Nagel Group (the Group).
Corporate Governance guides the structure and operational practices within the
Group. It aims at creating sustainable value for all stakeholders and safeguards the
management’s decision-making capability and efficiency. Accountability through
clearly assigned duties to the Boards and Committees and transparency in financial
reporting ensure that the Group acts responsibly.
Non-listed companies in the Group‘s consolidation is divided into 120 million registered shares of a
The main subsidiaries and associated companies of nominal value of CHF 1 each.
the Group are disclosed in appendix “Significant
consolidated subsidiaries and joint ventures” to the Authorised and conditional share capital
Consolidated Financial Statements (pages 103 to The Annual General Meeting held on May 3, 2016,
110), including particulars as to the country, name extended its approval of authorised share capital up
of the company, location, share capital, and the to a maximum of CHF 20 million by a further two
Group’s stake in per cent. years until May 3, 2018.
In addition, disclosure notifications pertaining So far no use has been made of these rights. There
to shareholdings in excess of three per cent in is no resolution of the Board of Directors outstand-
Kuehne + Nagel International AG that were filed ing for further issuance of either authorised or
with the Company and the SIX Swiss Exchange conditional capital.
were:
A description of the group of beneficiaries and of
— BlackRock Inc. the terms and conditions of the authorised and
conditional share capital can be found in the
Notifications are published on the SIX Swiss Articles of Association, Art. 3.3, 3.4 and 3.5, which
Exchange electronic publication platform, are available on the Company website (http://
and can be accessed via the following link: www.kn-portal.com/about_us/investor_relations/
https://www.six-exchange-regulation.com/en/ corporate_governance).
home/publications/significant-shareholders.html
Change in capital over the past three years
On December 31, 2017, shares of unregistered owners During the years 2015 through 2017 no changes in
amounted to 19 per cent of the issued shares. capital occurred other than related to authorised
and conditional share capital as outlined above.
Cross-shareholdings
On the closing date there were no cross-sharehold- Shares and participating certificates
ings in place. On the closing date, 120 million registered shares
of a nominal value of CHF 1 each were outstanding.
At the same date, no participating certificates were
C APITAL STRUCTURE outstanding.
“Corporate and Investment Bank”. Juergen Fitschen Dr. Thomas Staehelin, Swiss, 1947
left the Management Board in 2002 and became Holds a Ph.D. in law from the University of Basel;
a member of the newly created Group Executive Lawyer. Dr. Thomas Staehelin is a Swiss Corporate
Committee of Deutsche Bank until its resolution in and Tax Attorney and Partner in the Basel-based law
2015. In 2004 he took over the responsibilities as firm Fromer Advokatur und Notariat.
Global Head of Regional Management and CEO of Other significant activities (among others):
Deutsche Bank Germany. In 2009 he rejoined the Vice Chairman of the Board of Directors of Kuehne
Management Board of Deutsche Bank AG retaining Holding AG, Schindellegi (Feusisberg) and of Kuehne
both responsibilities. Juergen Fitschen was Co-Chair- Foundation; Member of the Board of Directors and
man of the Management Board of Deutsche Bank AG Chairman of the Audit Committee of Inficon Holding
from June 1, 2012 until his departure on May 19, AG, Bad Ragaz; Member of the Board of Directors of
2016. Since June 1, 2016 he has served as a Senior Swissport International Ltd, Opfikon and of Rezidor
Advisor of Deutsche Bank AG. Hotel Group AB, Stockholm; Chairman of the Board
Other significant activities: Chairman of the Super- of Directors of Scobag Privatbank AG, Basel; Chair-
visory Board of Ceconomy, Duesseldorf; Member of man of the Board of Directors of Lantal Textiles AG,
the Board of Directors of Cura Vermoegensverwaltung Langenthal and of Stamm Bau AG, Arlesheim.
GmbH & Co. KG, Hamburg.
Positions within the Kuehne + Nagel Group:
Positions within the Kuehne + Nagel Group: 1978–today Member of the Board of
2008–2009 Member of the Economic Council Directors elected until the Annual
2008–today Member of the Board of General Meeting 2018
Directors elected until the Annual 2006–today Chairman of the Audit
General Meeting 2018 Committee
Hans Lerch, Swiss, 1950 Hauke Stars, German, 1967
Commercial apprenticeship in the travel and Engineering degree in applied computer science
tourism industry with a 35-year career at Kuoni from Otto-von-Guericke University in Magdeburg,
Travel Holding Ltd. Assignments in the Far East from MSc by research in Engineering from University of
1975–1985, President and CEO from 1999–2005. Warwick, Coventry. Since December 2012 Hauke
Chairman and CEO of SR Technics in Zurich from Stars is member of the Executive Board, Deutsche
2005-2008. Boerse AG. She started her professional career in
Other significant activities: Executive Vice Chair- 1992 at Bertelsmann mediaSystems GmbH, Gueters-
man of Abercrombie & Kent Group of companies, loh, Germany. From 1998 to 2004 she worked for
London; Member of the Board of Directors of Best of ThyssenKrupp Information Systems GmbH, Krefeld,
Switzerland Tours, Zurich; Chairman of the Board of renamed to Triaton GmbH in 2000. In 2004 Hauke
Trustees of the move>med Foundation, Zurich. Stars joined Hewlett Packard Netherlands B.V.,
Utrecht, as member of the Country Management
Positions within the Kuehne + Nagel Group: Board. From 2007 to 2012 she was Managing
2005–today Member of the Board of Director of Hewlett Packard Switzerland GmbH and
Directors elected until the Annual Country Manager Enterprise Business.
General Meeting 2018 Other significant activities: Member of the Super-
2006–today Member of the Nomination and visory Board of Eurex Frankfurt AG; Member of
Compensation Committee the Supervisory Board of Fresenius SE & Co. KGaA;
elected until the Annual General Member of the Supervisory Board of Clearstream
Meeting 2018 International S.A., Luxembourg; Member of the
Corporate Governance 18
Board of Directors of Eurex Zuerich AG; Member of The Articles of Association (AoA) of Kuehne + Nagel
the Regional Advisory Council of Deutsche Bank International AG limit the number of mandates that
AG; Member of the Senate of National Academy of members of the Board of Directors may hold outside
Science and Engineering (acatech); Member of the the Kuehne + Nagel Group. Article 21 of the AoA
Executive Committee of Deutsches Aktieninstitut limits the maximum number of permitted additional
e.V.; Member of the Executive Committee of Frank- mandates of members of the Board of Directors to
furt Main Finance e.V. 25 board memberships, whereof no more than four
may be held in stock-listed companies. Mandates in
Position within the Kuehne + Nagel Group: companies, which are controlled by Kuehne + Nagel
May 2016–today Member of the Board of or which control Kuehne + Nagel, are not subject to
Directors elected until the this limitation. In addition, members of the Board
Annual General Meeting of Directors may hold no more than 25 mandates
2018 at Kuehne + Nagel’s request, and no more than 25
mandates in associations, charitable organisations,
Dr. Martin C. Wittig, German, 1964 foundations, trusts, and employee welfare founda-
Studies in mining engineering and business admini- tions.
stration at RWTH Aachen followed by a Ph.D. in
engineering at the Technical University of Berlin. Election and duration of tenure
After his studies he worked as a lecturer at the The General Meeting elects the members of the
Technical University of Berlin and in project finance Board of Directors as well as the members of the
for the mining industry. In 1995 he joined Roland Compensation Committee individually. The General
Berger Strategy Consultants and was elected Partner Meeting elects one of the members of the Board of
in 1999. In 2001 he became Managing Partner and Directors as Chairman of the Board of Directors. The
Head of Roland Berger’s office in Zurich and was duration of tenure of the Chairman, the members
elected to the global Executive Committee in 2003, of the Board of Directors, and the members of the
where he held the position as CFO. From 2010 to Compensation Committee ends at the conclusion
2013 he was Global Managing Partner and CEO of of the next ordinary General Meeting. Re-election is
Roland Berger Strategy Consultants. Currently he possible.
advises CEOs of leading international companies.
Other significant activities: Adjunct lecturer at the Internal organisation, Board committees
University of St. Gallen and Member of the HSG and meetings in 2017
Honorary Advisory Board. Honorary Consul of The Chairman of the Board of Directors and the
Germany in Switzerland. Member of the Supervisory members of the Compensation Committee are elected
Board and Chairman of the Audit Committee of by the General Meeting. The Board of Directors
UBS SE, Frankfurt. constitutes itself and appoints the Vice Chairman,
the Chairman of the Nomination and Compensation
Positions within the Kuehne + Nagel Group: Committee, the members of the Nomination Com-
2014–today Member of the Board of mittee as well as the Chairman and the members of
Directors elected until the Annual the Audit and the Chairman’s Committee.
General Meeting 2018
May 2016–today Member of the Audit Committee The scope of responsibilities of the Board of
Directors, the Chairman and the Vice Chairman
All members of the Board of Directors are non-exe- are stipulated in the Articles of Association, the
cutive directors, none of them serves as a member Organisational Rules, and the Committee Rules, in
of the Management Board and with the exception particular, to the extent not already determined by
of the Honorary Chairman, Klaus-Michael Kuehne, applicable law. In accordance with the Articles
none of them has important business connections of Association and Swiss corporate law, the main
with Kuehne + Nagel. tasks and responsibilities of the Board of Directors,
19 Corporate Governance
as further defined in the Organisational Rules, com- — s upervision towards the Management Board and
prise the following: the internal audit;
— supervision of compliance with internal regula-
— the ultimate management of the Company tions and directives regarding general manage-
— issuance and review of business policies and ment, organisation and quality;
guidelines especially regarding the strategic direc- — nomination of external consultants, in case of
tion and management of the Company as well as significant fees;
any changes thereof; — definition of the corporate identity;
— establishment of the organisation, determination — approval of significant purchases, sales and lend-
of the main organisational topics and conduct of ings on securities or similar titles;
the business including the issuance of the Organi- — approval of significant transactions outside the
sational Rules for the Board of Directors and the normal course of business;
Management Board; — review of the yearly budgets as well as any supple-
— approval and regular monitoring of the main ele- ments, consolidated or per country and business
ments of Corporate Governance considering the field;
applicable laws and provisions for listed compa- — approval of significant credit limits to customers
nies in Switzerland; and other debtors;
— monitoring, assessment and control of risks; — supervision of management and approval of
— nomination of the external auditors; settlement of significant litigations, legal cases,
— determination of accounting and financial control arbitrations and other administrative proceedings;
structure, as well as the financial planning and — approval of appointments and dismissals of
dividend policies; regional presidents;
— approval of budgets, capital commitments and — approval of significant senior management remu-
accounts; nerations.
— approval of interim financial statements and the
annual report; The Board of Directors usually convenes for a two-
— the ultimate supervision of the Management day meeting quarterly with the Management Board
Board, in particular in view of compliance with being represented by the CEO and the CFO. The
the law, Articles of Association, and internal regu- Board of Directors can invite other members of the
lations and directives; Management Board to attend these meetings at
— appointing and dismissing of Management Board its discretion. The Board of Directors has appointed
members and other senior executives; a Secretary, who is not (and does not need to be) a
— preparation of the Annual General Meeting member of the Board of Directors.
including submission of proposals and the imple-
mentation of its resolutions; The Board of Directors takes decisions during
— maintainance of the share register. the meetings or by written circular resolutions. All
Committees meet as often as required but usually
Dr. Joerg Wolle is the Chairman of the Board of quarterly.
Directors, and Klaus-Michael Kuehne is Honorary
Chairman of Kuehne + Nagel International AG. The Audit Committee
entire Board of Directors, however, is responsible The Audit Committee consists of three to five
for decisions on such above-mentioned aspects non-executive, predominantly independent members
that are of significant importance to the Group. of the Board of Directors elected for a period of one
Certain tasks of the Board of Directors have been year. Re-election as a member of the Audit Commit-
delegated to the Chairman and comprise the tee is possible. Members of the Management Board
following: cannot be members of the Audit Committee.
Corporate Governance 20
As part of the regular contacts between the Audit — t he evaluation of the recommendations made by
Committee and both the internal and external the external auditors and review of actions, if any;
auditors, the quality and effectiveness of the — t he proposal to the Board of Directors regarding
internal control mechanisms and the risk assessments the nomination of the independent external audi-
are reviewed and evaluated continously on the basis tors for approval by the Annual General Meeting;
of written reports of the internal audit department as — t he approval of the audit fees invoiced by the
well as of management letters of the external auditors external auditors.
based on their interim audits. Furthermore, a regular
contact with the external auditors throughout the year With regards to the internal audit function of the
enables the Audit Committee to obtain knowledge of Group, the Audit Committee has the following
problem areas at an early stage. This allows proposing responsibilities:
the timely introduction of any corrective actions to the
Management Board. — issuance of regulations and directives;
— review of the audit plan and findings, if any;
Dr. Thomas Staehelin was the Chairman of the Audit — e valuation of recommendations made by the
Committee on the closing date, and Karl Gernandt, internal auditors and discussion with the
Dr. Renato Fassbind, and Dr. Martin C. Wittig were Management Board;
members. — p roposal for the nomination of the Head of
Internal Audit;
The Audit Committee holds at a minimum four — a ssessment of the performance of the Group’s
meetings a year, usually quarterly before the internal audit function.
publication of the financial results. The Honorary
Chairman can take part in the meetings as an With regards to the tasks of the Management
advisor. Unless otherwise determined by the Audit Board the Audit Committee has the following
Committee, the CEO, the CFO and the auditor in responsibilities:
charge take part in all meetings, whilst the Head
of Internal Audit, and the Group General Counsel — r eview and evaluation of annual and interim
or the Chief Compliance Officer, each, are invited financial statements in respect to compliance with
as advisors whenever needed. In 2017 the auditor accounting policies and any changes thereof,
in charge attended three meetings of the Audit going concern assumption, adherence to listing
Committee. The Committee’s Chairman informs regulations, and material risks;
the other members of the Board of Directors about — r ecommendation to the Board of Directors for
the topics discussed in detail and decisions to be approval of the financial statements;
submitted to the entire Board of Directors for — a ssessment of existence and effectiveness of the
approval. Group’s internal control system;
— a ssessment of the fiscal situation of the Group
The main responsibilities of the Audit Committee and reporting to the Board of Directors.
with regards to the external auditors are:
Chairman’s Committee
— securing of a comprehensive and efficient audit The Chairman’s Committee consists of the Chairman,
concept for the Kuehne + Nagel Group; the Vice Chairmen and the Honorary Chairman of the
— commenting on the audit planning and findings, Board of Directors for the period of their tenure in the
if any; Board of Directors. The Chairman’s Committee advises
21 Corporate Governance
the Board of Directors on the financial performance consists of two to six members of the Board of
of the Group, its economic development and measures Directors elected at the Annual General Meeting
of optimisation as well as of any other significant (Compensation Committee) on the one hand and
developments within the Group. In its advisory role designated by the Board of Directors (Nomination
the Chairman’s Committee reports to the Board of Committee) on the other hand, each for a period
Directors for decisions. of one year and meeting regularly as one joint
Committee. On the closing date December 31, 2017,
The Chairman’s Committee has the following Karl Gernandt was the Chairman of the Nomina-
responsibilities: tion and Compensation Committee; Klaus-Michael
Kuehne and Hans Lerch were members.
— e valuate significant capital expenditures and
acquisitions of the Kuehne + Nagel Group which On invitation of the Chairman, the Nomination
are subject to approval of the Board of Directors; and Compensation Committee convenes as often
— any matters of significance that require the as business requires but at least three times a
approval of the Board of Directors can be year, usually quarterly. Members of the Manage-
discussed by the Chairman’s Committee and ment Board can take part in the Nomination
subsequently be submitted to the Board of and Compensation Committee meetings by
Directors for resolution. invitation.
On the closing date, Dr. Joerg Wolle was the Chair- The Nomination and Compensation Committee sup-
man of the Chairman’s Committee and Klaus-Michael ports the Board of Directors with the determination
Kuehne and Karl Gernandt were members. and validation of the remuneration policy, defines
the remuneration concepts, and the principles of
On invitation of the Chairman, the Chairman’s remuneration for the members of the Board of Direc-
Committee convenes as often as business requires tors and the Management Board. The principles
but typically four times a year, once each quarter. of remuneration, post-employment benefits and
The Committee invites Members of the Management share-based compensations are reviewed annually.
Board at its discretion, being usually represented The Nomination and Compensation Committee
by the CEO and the CFO, to attend these meetings. discusses the amounts of compensation for each
member of the Board of Directors individually,
The Board of Directors is informed by the Chairman evaluates the performance of each member of the
of the Chairman’s Committee about all issues dis- Management Board and recommends their remu-
cussed, in particular, about all topics that need neration. The General Meeting approves the maxi-
approval of the Board of Directors. mum total remuneration of the Boards.
Nomination and Compensation Committee The Nomination and Compensation Committee has
The Nomination and Compensation Committee the following responsibilities:
Corporate Governance 22
— d efinition and validation of the remuneration tion components of the Management Board;
policy and concepts; — a pproval of share-based compensation plans
— definition of the principles of remuneration for for the Management Board and other selected
the members of the Board of Directors and the employees;
Management Board; — preparation of the remuneration report.
— nomination of competent staff of the Manage-
ment Board; The Nomination and Compensation Committee
— yearly review of the individual performance of develops guidelines and criteria for the selection of
members of the Management Board; candidates and reviews new candidates to ensure
— approval of terms and conditions of employment competent staffing of the Management Board.
of the members of the Management Board;
— determination and approval of pension schemes; The Chairman of the Nomination and Compensation
— approval of mandates outside the Kuehne + Nagel Committee informs the Board of Directors about all
Group by members of the Management Board; issues discussed, in particular, about all topics that
— determination of the variable and fixed remunera- need approval by the Board of Directors.
Rules of competence between the Board of concerned, the Chairman of the Board of Directors
Directors and the Management Board overlooks the responsibilities of the assigned mem-
The Board of Directors executes the non-transferable bers of the Management Board of the Kuehne +
and inalienable duties of the ultimate management Nagel Group. As per the Organisational Rules the
of the Group. As far as the non-transferable and responsibilities and competences relating to the
inalienable duties of the Board of Directors are not operational management are transferred to the
23 Corporate Governance
Management Board. The Management Board is the latter of which is consisting of the CEO and the
responsible for the development, execution, and CFO, the Chief Compliance Officer, the Corporate
supervision of the day-to-day operations of the Head of Internal Audit and the Group General
Group and the Group companies to the extent they Counsel. The risk management system within the
are not incumbent on the Annual General Meeting, Group covers both financial and operational risks.
the Statutory Auditor, the Board of Directors, or the
Chairman of the Board of Directors by applicable Risk management is part of the Internal Control
law, by the Articles of Association, or by the Organi- System (ICS). Preventive and risk-reducing measures
sational Rules. The Organisational Rules define to control risks are proactively taken on different
which businesses can be approved by the Manage- levels and are a fundamental part of the manage-
ment Board and which ones require the approval ment responsibility. The finance and accounting
of the Chairman of the Board of Directors or the department conducts, in collaboration with regional
Board of Directors pursuant to approval requirements management and the Management Board, a risk
based on the extent and nature of the respective assessment at least once a year. Details on risk
business. management, including identified risks, are provi-
ded in the Status Report on pages 9 to 10.
Information and control system
of the Management Board Compliance
The Management Board informs the Board of Direc- Integrity as key element of business behaviour
tors on a regular and timely basis about the course creates trust amongst business partners. Therewith
of business primarily by means of a comprehensive the Group is able to carry the responsibility as a
financial Management Information System (MIS) reliable and successful business partner. The
report which provides monthly worldwide consoli- Chairman of the Board of Directors and the CEO
dated results by segment and country including issued an updated release of the KN Ethics &
comparative actual, budgeted and prior-year figures Compliance Programme in December 2017. This
as well as consolidated Balance Sheet and Cash KN Ethics & Compliance Programme includes clear
Flow analysis. and consistent guidance for policies and procedures,
providing guidance for legal, regulatory, and other
The CEO and the CFO are generally invited to meet- compliance requirements, as well as global communi-
ings of the Board of Directors, the Audit Commit- cation and training initiatives. Ongoing compliance
tee as well as to the meetings of the Chairman’s live and computer-based trainings resume to form
Committee. Members of the Management Board can key elements to ensure that members of all levels of
take part in Nomination and Compensation Commit- the Group are and remain adequately knowledgeable
tee meetings by invitation. and skilled to apply the KN Ethics & Compliance
Programme in their day-to-day work. This includes
Risk Management top-down KN Code of Conduct live trainings as well
Risk management is a fundamental element of the as comprehensive live anti-bribery, anti-corruption,
Group’s business practice at all levels and covers and anti-trust training initiatives. The Group
different types of risks. At Group level, risk manage- encourages employees to raise concerns of potential
ment is an integral part of the business planning violations of the KN Code of Conduct, amongst other
and controlling processes. Material risks are moni- channels, to a global 24/7 Confidential Reporting
tored and regularly discussed with the Audit Line enabling reports in a safe, confident and, if
Committee or the Risk and Compliance Committee, desired, anonymous manner.
Corporate Governance 24
The Kuehne + Nagel Group applies a risk-based Positions within the Kuehne + Nagel Group:
Integrity Due Diligence (“IDD”) process for evaluat- 2013–2015 Executive Vice President
ing business partners. Contract Logistics of the Group
12.05.2016-
Internal Audit 30.09.2016 Executive Vice President
The Internal Audit function reports directly to the Airfreight of the Group
Chairman of the Board of Directors about ongoing 2013–today Chief Executive Officer (CEO) of
activities and audit reports and acts under the the Group
supervision of the Audit Committee. Kuehne + Chief Executive and Chairman
Nagel’s Internal Audit is an independent, objective of the Management Board of
assurance and consulting activity that assists the Kuehne + Nagel International AG
Management to exercise their responsibilities
efficiently by assessing the adequacy and effective- Markus Blanka-Graff, Austrian, 1967
ness of internal controls. Graduated as Master in Economics from Vienna
University of Business and Economics.
Positions within the Kuehne + Nagel Group: 2011–2013 Regional Manager Kuehne +
2009–today Chief Human Resources Officer Nagel North West Europe
(CHRO) of the Group 2013–2016 Regional Manager Kuehne +
2010–today Corporate Secretary Nagel Western Europe
2016–today Executive Vice President
Martin Kolbe, German, 1961 Airfreight of the Group
Graduated computer scientist. Positions in IT man-
agement including CIO with Deutsche Post World Horst Joachim (Otto) Schacht, German, 1959
Net (DPWN) from 2002 to 2005, responsible for Graduated as a shipping agent. From 1978 to 1997
DHL Europe and DHL Germany as well as member of he held various positions globally with Hapag-Lloyd,
the Supervisory Board in several DPWN-associated including three years in the United States as Trade
companies. Manager Far East-Europe.
Position within the Kuehne + Nagel Group: Positions within the Kuehne + Nagel Group:
2005–today Chief Information Officer (CIO) 1997–1999 Member of the Management
of the Group Board of Kuehne + Nagel
Germany, responsible for
Stefan Paul, German, 1969 Seafreight
After completing an apprenticeship as a freight for- 1999–2011 Senior Vice President Global
warder he started his career with Kuehne + Nagel in Seafreight
1990 where he held various positions in Sales and 2011–today Executive Vice President
Operations. In 1997 he joined Deutsche Post DHL, Seafreight of the Group
Germany, as General Manager for Key Accounts and
Industry Sectors, and worked in various management Gianfranco Sgro, Italian, 1967
positions until he became CEO of DHL Freight, Germany, Graduated as Electronic Engineer from Turin
in February 2010. In February 2013 Stefan Paul joined Polytechnic University. Gianfranco Sgro started his
Kuehne + Nagel as a Member of the Management career in 1992 as a Project Manager at TNT Express.
Board, responsible for the Business Unit Overland. From 1995 to 2006 he held various national and
international positions with TNT Logistics (Opera-
Positions within the Kuehne + Nagel Group: tional Director in Brazil, President and Managing
1990–1997 Various management positions Director South America, President and Managing
in Sales and Operations Director Italy). From 2006 until 2012 he was nomi-
2013–today Executive Vice President Overland nated Regional President South Europe, Middle
of the Group East and Africa with CEVA. From 2012 to 2014 he
worked as South America Chief Operating Officer
Yngve Ruud, Norwegian, 1964 with Pirelli. In February 2015 Gianfranco Sgro joined
Graduated from the Norwegian School of Manage- Kuehne + Nagel as a Member of the Management
ment. Board, responsible for the Business Unit Contract
Logistics.
Positions within the Kuehne + Nagel Group:
1990–1996 Operational and Finance Mana- Position within the Kuehne + Nagel Group:
ger Kuehne + Nagel Norway 2015–today E xecutive Vice President
1997–2011 Managing Director of Kuehne + Contract Logistics of the Group
Nagel Norway
Corporate Governance 26
The Articles of Association (AoA) of Kuehne + Nagel Registered shares may only be represented by
International AG limit the number of mandates persons who are entered in the share register as
that members of the Management Board may hold shareholders or beneficiaries who have a written
outside the Kuehne + Nagel Group. Article 21 of power of attorney. Individual companies, partner-
the AoA limits the maximum number of permitted ships or legal entities may arrange to be represented
mandates of members of the Management Board to by legal representatives or representatives pursuant
five board memberships, whereof no more than one to the Articles of Association or by other authorised
may be held in a stock-listed company. Each man- representatives, married persons by their spouse,
date requires the approval of the Board of Directors. minors and persons in guardianship by their legal
Mandates in companies, which are controlled by representative, even if their representatives are not
Kuehne + Nagel or which control Kuehne + Nagel, shareholders. Each shareholder may also arrange to
are not subject to this limitation. In addition, mem- be represented by the elected independent proxy.
bers of the Management Board may hold no more
than 25 mandates at Kuehne + Nagel’s request, and Statutory quorums
no more than 25 mandates in associations, charitable In general, the legal rules on quorums and terms
organisations, foundations, trusts, and employee apply. The following shall require a resolution to
welfare foundations. be passed by the General Meeting by at least two
thirds of the voting rights represented and by a
Compensation, shareholdings and loans majority of the nominal value of the shares repre-
All details regarding compensation, shareholdings sented:
and loans are set forth in the separate Remunera-
tion Report on pages 29 to 35 and in the Consoli- — The introduction of voting shares;
dated Financial Statements, note 49, on page 100 — the introduction or removal of actual restrictions
and listed furthermore in note 12 to the Financial on the transferability of registered shares;
Statements of Kuehne + Nagel International AG on — the restriction or cancellation of subscription rights;
pages 125 to 126. — the conversion of registered shares into bearer
shares or of bearer shares into registered shares;
— the dismissal of more than one quarter of the
SHAREHOLDERS’ PARTICIPATION members of the Board of Directors.
regularly, and in 2017 the auditor in charge at- Interested parties can subscribe to the Group’s free
tended three Audit Committee meetings in person. email news service under http://www.kn-portal.
In 2017 the auditor in charge also attended one com/about_us/media_relations/news/subscribe_
meeting of the Board of Directors. The main criteria to_news/
for the selection of the external audit company are
its worldwide network, its reputation, and pricing. The Annual Report covering the past financial
year is available for download under http://
www.kn-portal.com/about_us/investor_relations/
INFORMATION POLICY annual_reports
The Kuehne + Nagel Group strives for ensuring a Kuehne + Nagel publishes its quarterly financial
comprehensive and consistent information policy. data on the website (http://www.kn-portal.com/
The ambition is to provide analysts, investors and about_us/investor_relations/financial_results_
other stakeholders with high levels of transpar- presentations). Prior to the first quarterly results
ency that meet best practice standards accepted being released the financial calendar is published
worldwide. announcing the dates of the upcoming quarterly
reports as well as of the Annual General Meeting
To this end, Kuehne + Nagel uses print media and, (http://www.kn-portal.com/about_us/investor_
in particular, its website where up-to-date infor- relations/financial_calendar).
mation is available. This information contains an
overall presentation of the Group, detailed financial The contact address for Investor Relations is:
data as well as information on environmental and
safety matters, which are the main elements of the Kuehne + Nagel Management AG
corporate sustainability efforts. The Group aims Investor Relations
for an integral approach to economic, ecologic and Dorfstrasse 50
social responsibility. Furthermore, Kuehne + Nagel P.O. Box 67
provides up-to-date information on significant, CH-8834 Schindellegi
business-related occurrences and organisational Switzerland
changes, and updates all general information Phone: +41 (0)44 786 95 61
regarding the Company on a continuous basis.
All press releases are posted on the website when In addition, the most updated and detailed infor-
released and can be viewed and downloaded under mation on the Group, its service offering and contact
the following link: http://www.kn-portal.com/ details are available under http://www.kuehne-
about_us/media_relations/news/ nagel.com.
29 REMUNERATION REPORT
REMUNERATION REPORT
Kuehne + Nagel’s performance-oriented remuneration system aims to create
long-term incentives for its employees in order to ensure sustainable success of the
Company and add value for its shareholders.
Introduction
This remuneration report complies with the Ordinance The Articles of Association of Kuehne + Nagel Inter-
against Excessive Compensation in Listed Stock Com- national AG are available under the following link:
panies (Ordinance), the Swiss Code of Best Practice http://www.kn-portal.com/about_us/investor_
for Corporate Governance and the Swiss Code of relations/corporate_governance/.
Obligations, as well as with the relevant rules in the
SIX Swiss Exchange Ltd.’s Directive on Information Remuneration principles
Relating to Corporate Governance. To maintain Kuehne + Nagel’s position as one of the
world’s leading logistics providers and to ensure the
At the Annual General Meeting 2017, as in the pre- Group’s sustained success, it is critical to attract and
vious year, the shareholders of Kuehne + Nagel Inter- retain best-in-class executives. The Group is committed
national AG individually elected the members of the to a remuneration model that reflects changes in
Board of Directors, the Chairman, the members of the the level of management compensation to be in line
Compensation Committee as well as the independent with corresponding changes in compensation of the
proxy. The Annual General Meeting (AGM) on May 9, Group.
2017, furthermore approved each of the total aggre-
gate remuneration amounts for the members of the The remuneration policy of the Group aims to
Board of Directors for the period until the next ordi- ensure the generation of sustainable earnings and
nary AGM, and for the members of the Management shareholder value for the Group and consists of the
Board regarding the fiscal year 2018. following key principles:
As per the Articles of Association the AGM votes — Balance between short-term and long-term
annually and with prospectively binding effect on incentive components
the approval of the remuneration of the Board of — Pay for performance
Directors and the Management Board, respectively. In — Align management’s interests with those of
addition, the Remuneration Report is being presented the shareholders
to shareholders at the AGM for a consultative vote.
Remuneration Report 30
and are eligible to participate in the Company’s of the remuneration components are disclosed in
share-based compensation plan. The actual ratios the Management Board remuneration table.
Component type Fixed component Variable remuneration component Share-based compensation plans
(short-term incentive) (mid to long-term incentive)
Description
Fixed salary (cash) based on Individually defined percentage of Share Matching Plan (described)
scope, complexity and market the Group’s adjusted net earnings with a three-year vesting period.
value of the role as well as skills (adjusted for additional Goodwill The Group matches the shares
and performance of the individual amortisation and digressive invested by the employee at
Board Member bonus eligibility) based on scope, market rate. The share match ratio
complexity and market value of (between 0.2 and 1.0) depends
the role as well as skills and per- on the Group’s average three-year
formance of the individual Board financial performance.
Member
Fixed salary Monthly (cash) payments Payment for the functional role Range and complexity of tasks,
market value, skills and profile of
the individual
Variable remuneration component Annual bonus payment (cash) Payment for year-over-year — F inancial performance
performance of the Group
— individually defined percentage
is defined based on the indivi-
dual performance and market
value of the role
Share-based compensation plans Share matching plan, with a Participation in the Mid/long-term financial
three-year vesting period and mid/long-term performance performance of the Group
variable matching ratio of the Group
Other benefits Pension and insurances, other Risk protection and coverage of Legislation and market practice
benefits business related expenses
Remuneration Report 32
immediate voting rights and rights to receive three-years vesting period and service condition
dividends. For each share purchased, the Company during the same period. This plan has outstanding
will match additional shares upon completion of options to be exercised until June 30, 2018.
a three-year vesting period and service condition
during the same period. The level of the share Other benefits
match (share match ratio) is defined based on the The members of the Management Board participate
performance of the Group achieved over the three in an employee pension fund that covers the fixed
financial years in the vesting period against defined salary with age-related contribution rates equally
targets. The maximum matching ratio of one share shared by the employee and the employer.
for each share purchased (minimum investment
is 75 shares), can be obtained by exceeding the Each member of the Management Board is entitled
defined target by more than 15 per cent. A guaran- to car allowance. Out-of-pocket expenses are reim-
teed minimum matching of 0.2 shares per share bursed at actual costs incurred.
purchased is granted after the vesting period.
Should the number of allocated shares be a The members of the Management Board have
fraction of shares, then the number of shares is employment contracts with notice periods of a
rounded up to the next whole number. This plan maximum of one year.
has shares eligible until June 30, 2018, for a
matching on July 1, 2018.
BOARD OF DIRECTORS REMUNERATION
The Group’s “Share Purchase and Option Plan”
(SPOP) was discontinued as of July 1, 2012. It The total maximum amount of remuneration for the
allowed selected employees of the Group to acquire members of the Board of Directors approved by the
shares of the Company at a reduced price at a spe- Annual General Meeting on May 9, 2017, for the
cified date; such shares are blocked for three years, period ending at the 2018 Annual General Meeting,
give its holder immediate voting rights and rights to amounted to CHF 6.0 million.
receive dividends. For each share purchased under
this plan the Company granted two options to the The total actual remuneration accrued for and paid
participants. Each option entitled the participant to to the members of the Board of Directors for their
purchase one share of Kuehne + Nagel International tenure 2017 amounted to CHF 4.1 million (2016: CHF
AG at a pre-defined price upon completion of the 5.2 million).
Remuneration Report 34
2017
Klaus-Michael Kuehne
(Honorary Chairman) 750 10 38 – 798
Dr. Joerg Wolle (Chairman) 1,100 – 63 – 1,163
Karl Gernandt (Vice Chairman) 550 25 50 290 915
Dr. Renato Fassbind 180 15 12 – 207
Juergen Fitschen 180 – 8 – 188
Hans Lerch 180 10 9 – 199
Dr. Thomas Staehelin 180 15 9 – 204
Hauke Stars 180 – 11 – 191
Dr. Martin C. Wittig 180 15 12 – 207
Total 3,480 90 212 290 4,072
2016
Remuneration to the members Compen- Compen- Social Salary Variable Pension 5 Share Total
of the Board of Directors sation sation insurance part of Plan
in CHF thousand for for remune-
Board of Commit- ration
Directors tees
Klaus-Michael Kuehne
(Honorary Chairman) 750 10 38 – – – – 798
1
Dr. Joerg Wolle (Chairman) 809 17 47 – – – – 873
Karl Gernandt (Vice Chairman) 2 362 20 120 308 911 62 509 2,292
Bernd Wrede (Vice Chairman) 3 85 9 – – – – – 94
Dr. Renato Fassbind 180 15 12 – – – – 207
Juergen Fitschen 180 – 8 – – – – 188
Hans Lerch 180 10 9 – – – – 199
Dr. Thomas Staehelin 180 15 9 – – – – 204
4
Hauke Stars 118 – 8 – – – – 126
Dr. Martin C. Wittig 180 15 12 – – – – 207
Total 3,024 111 263 308 911 62 509 5,188
The total maximum amount of remuneration for the the Management Board in the financial year
members of the Management Board approved by 2017 amounted to CHF 15.2 million (2016: CHF
the Annual General Meeting on May 3, 2016, for the 15.0 million).
fiscal year 2017, amounted to CHF 22.4 million.
The following tables show details of the remuneration
The total actual remuneration accrued for and paid for the Chief Executive Officer and the other members
to the Chief Executive Officer and to the members of of the Management Board for 2017 and 2016:
2017
2016
We have audited the remuneration report of Kuehne + Nagel International AG on the pages 29 to 35 for
the year ended December 31, 2017.
Auditor’s responsibility
Our responsibility is to express an opinion on the remuneration report. We conducted our audit in accord-
ance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the remuneration report
complies with Swiss law and articles 14 – 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the remu-
neration report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the
Ordinance. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatements in the remuneration report, whether due to fraud or error. This audit also
includes evaluating the reasonableness of the methods applied to value components of remuneration,
as well as assessing the overall presentation of the remuneration report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Opinion
In our opinion, the remuneration report for the year ended December 31, 2017 of Kuehne + Nagel
International AG complies with Swiss law and articles 14 – 16 of the Ordinance.
Income Statement
Attributable to:
Equity holders of the parent company 737 718 2.6
Non-controlling interests 3 2
Earnings for the year 740 720 2.8
Attributable to:
Equity holders of the parent company 808 685
Non-controlling interests 3 2
39 Consolidated Financial Statements 2017 BAL ANCE SHEET
Balance Sheet
Assets
Property, plant and equipment 26 1,249 1,127
Goodwill 27 849 758
Other intangibles 27 96 82
Investments in joint ventures 28 31 27
Deferred tax assets 24 220 215
Non-current assets 2,445 2,209
Assets held for sale 26 – 66
Prepayments 128 106
Work in progress 29 418 300
Trade receivables 30 3,537 2,605
Other receivables 31 132 140
Income tax receivables 31 77 64
Cash and cash equivalents 32/33 720 841
Current assets 5,012 4,122
Total assets 7,457 6,331
Consolidated Financial Statements 2017 BAL ANCE SHEET 40
CHF million Note Share Share Treasury Cumulative Actuarial Retained Total Non- Total
capital premium shares translation gains & earnings equity controlling equity
adjustment losses attribut- interests
able to
equity
holders
of parent
company
Balance as of January 1, 2017 120 511 –59 –966 –132 2,686 2,160 5 2,165
Earnings for the year – – – – – 737 737 3 740
Other comprehensive income
Foreign exchange differences – – – 69 – – 69 – 69
Actuarial gains/(losses) on
defined benefit plans, net of tax 35/24 – – – – 2 – 2 – 2
Total other comprehensive
income, net of tax – – – 69 2 – 71 – 71
Total comprehensive income
for the year – – – 69 2 737 808 3 811
Purchase of treasury shares 34 – – – – – – – – –
Disposal of treasury shares 34 – –15 16 – – – 1 – 1
Dividend paid 34 – – – – – –658 –658 –2 –660
Expenses for share-based
compensation plans 36 – – – – – 10 10 – 10
Total contributions by and
distributions to owners – –15 16 – – –648 –647 –2 –649
Balance as of December 31, 2017 120 496 –43 –897 –130 2,775 2,321 6 2,327
Consolidated Financial Statements 2017 STATEMENT OF CHANGES IN EQUIT Y 42
CHF million Note Share Share Treasury Cumulative Actuarial Retained Total Non- Total
capital premium shares translation gains & earnings equity controlling equity
adjustment losses attribut- interests
able to
equity
holders
of parent
company
Balance as of January 1, 2016 120 532 –19 –959 –106 2,553 2,121 5 2,126
Earnings for the year – – – – – 718 718 2 720
Other comprehensive income
Foreign exchange differences – – – –7 – – –7 – –7
Actuarial gains/(losses) on
defined benefit plans, net of tax 35/24 – – – – –26 – –26 – –26
Total other comprehensive
income, net of tax – – – –7 –26 – –33 – –33
Total comprehensive income
for the year – – – –7 –26 718 685 2 687
Purchase of treasury shares 34 – – –66 – – – –66 – –66
Disposal of treasury shares 34 – –21 26 – – – 5 – 5
Dividend paid 34 – – – – – –599 –599 –2 –601
Expenses for share-based
compensation plans 36 – – – – – 14 14 – 14
Total contributions by and
distributions to owners – –21 –40 – – –585 –646 –2 –648
Balance as of December 31, 2016 120 511 –59 –966 –132 2,686 2,160 5 2,165
43 Consolidated Financial Statements 2017 C ASH FLOW STATEMENT
ACCOUNTING POLICIES
1 ORGANISATION
Kuehne + Nagel International AG (the Company) is incorporated in Schindellegi (Feusisberg), Switzerland.
The Company is one of the world’s leading global logistics providers. Its strong market position lies in the
seafreight, airfreight, overland and contract logistics businesses.
The Consolidated Financial Statements of the Company for the year ended December 31, 2017, comprise the
Company, its subsidiaries (the Group) and its interests in joint ventures.
2 STATEMENT OF COMPLIANCE
The Consolidated Financial Statements have been prepared in accordance with International Financial
Reporting Standards (IFRS).
3 BASIS OF PREPARATION
The Consolidated Financial Statements are presented in Swiss Francs (CHF) million and are based on the
individual financial statements of the consolidated companies as of December 31, 2017. Those financial
statements have been prepared in accordance with uniform accounting policies issued by the Group, which
comply with the requirements of the International Financial Reporting Standards (IFRS) and Swiss law (Swiss
Code of Obligation). The Consolidated Financial Statements are prepared on a historical cost basis except for
certain financial instruments, which are stated at fair value. Non-current assets and disposal groups held for
sale are stated at the lower of the carrying amount and fair value less costs to sell.
The preparation of financial statements in accordance with IFRS requires the management to make judge-
ments, estimates and assumptions that affect the application of policies and reported amounts of assets,
liabilities, income and expenses. The actual result may differ from these estimates. Judgements made by the
management in the application of IFRS that have a significant effect on the Consolidated Financial State-
ments and estimates with a significant risk of material adjustment in the future are shown in note 50.
Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 46
The accounting policies are the same as those applied in the Consolidated Financial Statements for the year
ended December 31, 2016.
New, revised and amended standards that are effective for the 2017 reporting year are not applicable to the
Group or do not have a significant impact on the Consolidated Financial Statements.
Adoption of new and revised standards and interpretations in 2018 and later
The following new, revised and amended standards and interpretations have been issued but are not yet
effective and not applied early in the Consolidated Financial Statements of the Group. The assessment by
the Group Management shows the expected effects as disclosed in the table below.
Annual Improvements to IFRS 2014 – 2016 Cycle 1 January 1, 2018 Reporting year 2018
2
IFRS 15 – Revenue from Contracts with Customers January 1, 2018 Reporting year 2018
IFRS 9 – Financial Instruments 3 January 1, 2018 Reporting year 2018
Clarifications of classification and measurement of share-based
payment transactions – Amendments to IFRS 2 1 January 1, 2018 Reporting year 2018
IFRIC Interpretation 22 – Foreign Currency Transactions
and Advance Consideration 1 January 1, 2018 Reporting year 2018
IFRS 16 – Leases 4 January 1, 2019 Reporting year 2019
IFRIC Interpretation 23 Uncertainty over Income Tax Treatments 1
January 1, 2019 Reporting year 2019
IFRS 17 Insurance Contracts 1 January 1, 2019 Reporting year 2019
Annual Improvements to IFRS 2015 – 2016 Cycle 1 January 1, 2019 Reporting year 2019
Prepayment Features with Negative Compensation –
Amendments to IFRS 9 1 January 1, 2019 Reporting year 2019
Long-term Interests in Associates and Joint Ventures –
Amendments to IAS 28 1 January 1, 2019 Reporting year 2019
4 SCOPE OF CONSOLIDATION
The Group’s significant consolidated subsidiaries and joint ventures are listed on pages 103 to 110.
Major changes in the scope of consolidation in 2017 relate to the following companies (for further
information on the financial impact of the acquisitions refer to note 42):
Changes in the scope of consolidation Capital share Currency Share capital Incorporation/
2017 in per cent equals in 1,000 acquisition date
voting rights
Incorporations
Kuehne + Nagel Shared Service Centre AS, Estonia 100 EUR 25 June 12, 2017
Kuehne + Nagel Shared Service Center Ltd.,
Philippines 100 PHP 10,500 September 1, 2017
Blue Anchor Line International Limited, Tanzania 100 TZS 21,000 October 1, 2017
Anchor Risk Services GmbH, Germany 100 EUR 25 November 1, 2017
Kuehne + Nagel Finance AG, Switzerland 100 CHF 100 December 12, 2017
Acquisitions
1
Amex Ltd., Israel 3 ILS – February 23, 2017
2
Ferlito Pharma S.r.l., Italy 100 EUR 1,000 April 21, 2017
Zet Farma Lojistik Hizmetleri
Sanayi ve Ticaret A.S., Turkey 2 100 TRL 2,000 April 26, 2017
2
Trillvane Ltd, Kenya 100 KES 750 September 7, 2017
Commodity Forwarders Inc., USA 2 100 USD 1,220 October 2, 2017
3
Nacora Insurance Brokers Ltd., Hong Kong 30 HKD 150 December 19, 2017
1 The Group previously owned 87.5 per cent of the share capital and applied the full consolidation method. For further information refer to Note 42.
2 Refer to Note 42 for details to the acquisition of subsidiaries.
3 T he Group previously owned 70.0 per cent of the share capital and applied the full consolidation method. For further information refer to Note 42.
Major changes in the scope of consolidation for the year 2016 are related to the following companies
(for further information on the financial impact of the acquisitions refer to note 42):
Changes in the scope of consolidation Capital share Currency Share capital Incorporation date
2016 in per cent equals in 1,000
voting rights
Incorporations
KN Shared Service Centre S.A., Costa Rica 100 CRC 1 March 1, 2016
Kuehne + Nagel Logistics Solutions Inc.,
Philippines 100 PHP 5,000 June 1, 2016
Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 48
5 PRINCIPLES OF CONSOLIDATION
Business Combinations
Business combinations are accounted for by applying the acquisition method. The Group measures goodwill
as the fair value of the consideration transferred (including the fair value of any previously held equity inter-
est in the acquiree) and the recognised amount of any non-controlling interests in the acquiree, less the net
recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all
measured as of the acquisition date. If the excess is negative, a bargain purchase gain is recognised imme-
diately in profit or loss.
The Group elects on a transaction-by-transaction basis whether to measure non-controlling interest at its fair
value or at its proportionate share of the recognised amount of the identifiable net assets at the acquisition
date.
Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Group
to the previous owners of the acquiree, equity interests issued by the Group, and the fair value of any
contingent consideration. If the contingent consideration is classified as equity it is not re-measured, and
settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent
consideration are recognised in profit or loss. The consideration transferred does not include amounts related
to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Transaction costs other than those associated with the issue of debt or equity securities incurred in connec-
tion with a business combination are expensed as incurred.
The liability is re-estimated at each reporting date. Any subsequent changes in the liability’s carrying
amount are recognised in profit or loss.
For the reporting year 2017 there is no written put option outstanding.
Subsidiaries
The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries
are companies controlled, directly or indirectly, by the Group. Normally, this control is evidenced if the Group
owns, either directly or indirectly, more than 50 per cent of the voting rights whereby potential voting rights
are also considered. Subsidiaries are included in the Consolidated Financial Statements by the full consoli-
dation method as from the date on which control is transferred to the Group until the date control ceases.
The non-controlling interests in equity as well as earnings for the period are reported separately in the
Consolidated Financial Statements.
Disposal of subsidiaries
When the Group ceases to have control over a subsidiary, it derecognises the assets and liabilities of the
respective subsidiary as well as any related non-controlling interest and other components of equity.
Any resulting gain or loss is recognised in the income statement. Amounts previously recognised in other
comprehensive income are reclassified to the income statement. Any retained interest in the former sub-
sidiary is remeasured to its fair value at the date when the control is lost.
Interests in associates and joint ventures are accounted for using the equity method. They are initially recog-
nised at cost, including transaction costs. Subsequent to initial recognition, the Group’s share of the profit
or loss and other comprehensive income of associates and joint ventures is included in the Group’s financial
statements, until the date significant influence or joint control ceases.
Transactions in foreign currencies in individual subsidiaries are translated into the functional currency at
actual rates of the transaction day. Monetary assets and liabilities are translated at year-end rates. Non-
monetary assets and liabilities that are stated at historical cost are translated at actual rates of the trans-
action day. Non-monetary assets and liabilities that are stated at fair value are translated at the rate at
the date the values are determined. Exchange differences arising on the translation are included in the
income statement.
Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 50
Income statement and cash flow statement (average rates for the year)
— The category financial assets or liabilities at fair value through profit or loss includes financial assets
or liabilities held for trading and financial assets designated as such upon initial recognition. As of
December 31, 2017 and 2016, there are no financial liabilities that, upon initial recognition, have been
designated at fair value through profit or loss.
— Loans and receivables are carried at amortised cost calculated by using the effective interest rate
method, less allowances for impairment.
— Financial assets/investments available for sale include all financial assets/investments not assigned
to one of the above mentioned categories. These might include investments in affiliates that are not
associates or joint ventures and investments in bonds and notes. Financial assets/investments available
for sale are recognised at fair value, changes in value (after tax) are recognised directly in other com-
prehensive income until the assets are sold, at which time the amount reported in other comprehensive
income is transferred to the income statement. As of December 31, 2017 and 2016, the Group did not
have any financial assets/investments available for sale.
— Financial liabilities that are not at fair value through profit or loss, are carried at amortised cost
calculated by using the effective interest rate method.
51 Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Trade receivables are reported at their anticipated recoverable amounts. The allowance for bad debts is
determined based on an individual basis or on a portfolio basis, where there is objective evidence that
impairment losses have been incurred. The allowance account is used to record impairment losses unless
the Group is satisfied that no recovery of the amount due is possible; at that point the amount considered
unrecoverable is written off against the financial assets directly.
If an asset’s recoverable amount is less than its carrying amount, the asset is written down to its recover-
able amount. All subsequent impairment losses (after reversing previous revaluations recognised in other
comprehensive income of available for sale equity securities) are recognised in the income statement.
An impairment loss in respect of a financial asset is reversed if there is a subsequent increase in recoverable
amount that can be related objectively to an event occurring after the impairment loss was recognised.
Reversals of impairment losses are recognised in the income statement, with the exception for reversals of
impairment losses on available for sale equity securities, for which any reversals are recognised in other
comprehensive income.
Category Years
Buildings 40
Vehicles 4–10
Leasehold improvements 5
Office machines 4
IT hardware 3
Office furniture 5
Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 52
If parts of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment. Subsequent expenditure is capitalised only if it is probable
that the future economic benefits associated with the item will flow to the Group and the cost of the item
can be measured reliably. All other expenditure is recognised in the income statement as an expense
as incurred.
8 LEASES
Leases that transfer substantially all the risks and rewards of ownership of the leased asset to the Group
are classified as finance leases. Other leases are classified as operating leases.
Assets leased under finance leases are included at the present value of the future minimum lease payments
or their fair value if lower, less accumulated depreciation and accumulated impairment losses. If there is a
reasonable certainty that the Group will obtain ownership by the end of the lease term, leased assets are
depreciated over their useful life. Otherwise, leased assets are depreciated over the shorter of the lease
term and their useful life. The interest portion of the lease payments is expensed through the income state-
ment based on the effective interest rate inherent in the lease.
Operating lease payments are treated as operating costs and charged to the income statement on a
straight line basis over the lease period unless another basis is more appropriate to reflect the pattern of
benefits to be derived from the leased asset.
Any gain or loss from sale and lease-back transactions resulting in operating leases is taken directly to
the income statement if the transaction is established at fair value. If the transaction is established below
fair value, any loss that is compensated by future lease payments at below market price is deferred and
amortised over the length of the period the asset is expected to be used. Any other loss is recognised in the
income statement immediately. If the transaction is established above fair value the gain arising from the
transaction is deferred and amortised over the period the asset is expected to be used. If the fair value at
the time of the sale and lease-back transaction is less than the carrying amount of the asset, a loss equal
to the difference between the carrying amount and the fair value is recognised immediately.
9 INTANGIBLES
Goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill arising from
an acquisition represents the fair value of the consideration transferred (including the fair value of any
previously held equity interest in the acquiree) and the recognised amount of any non-controlling interests
in the acquiree, less the net recognised amount (generally fair value) of the identifiable assets acquired
and liabilities assumed. Goodwill is allocated to cash-generating units.
Goodwill is stated at cost less accumulated impairment losses. Goodwill is tested annually for impairment
at year-end. However, if there is an indication that goodwill could be impaired at any other point in time,
an impairment test is performed.
53 Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other intangibles
Other identifiable intangibles (i.e. software, customer lists, customer contracts, etc.) purchased from third
parties or acquired in a business combination are separately recognised as intangibles, and are stated at
cost less accumulated amortisation and accumulated impairment losses. Intangibles acquired in a business
combination are recognised separately from goodwill if they are subject to contractual or legal rights or are
separately transferable. Software is amortised over its estimated useful life, three years maximum. Other
intangibles are amortised on a straight line basis over their estimated useful life (up to ten years maximum).
As of December 31, 2017 and 2016, there are no intangibles with indefinite useful life recognised in the
Group’s balance sheet.
12 SHARE C APITAL
Shares
Incremental costs directly attributable to the issue of shares and share options are recognised as a deduction
from equity.
Treasury shares
When share capital recognised as equity is repurchased, the amount of the consideration paid, which
includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity.
Repurchased shares are classified as treasury shares and are presented as a deduction from total equity.
When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase
in equity, and the resulting surplus or deficit on the transaction is transferred to/from the share premium.
13 PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event if it is probable that an outflow of resources will be required to settle the obligation and the amount
of the obligation can be estimated reliably. If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of
money and, where appropriate, the risks specific to the liability. A provision is classified in non-current liabili-
ties in case the expected timing of the payment of the amounts provided for is more than one year.
All actuarial gains and losses arising from defined benefit plans are recognised immediately in other
comprehensive income.
55 Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Severance payments
The Group provides severance benefits to employees as legally required in certain countries, which are
accounted for as defined benefit plans.
For each invested share, the Company will match additional shares upon completion of a three-year vesting
period and service condition during the same period. The level of the share match (share match ratio) is defined
based on the average growth rate of the Group’s net profit after tax achieved over the three financial years in
the vesting period.
The fair value of shares matched under the SMP is recognised as a personnel expense with a corresponding
increase in equity. The fair value of matched shares is equal to the market price at grant date reduced by the
present value of the expected dividends during the vesting period and recognised as personnel expense over
the relevant vesting periods. The amount expensed is adjusted to reflect actual and expected levels of vesting.
The Group’s previous SMP was discontinued as of June 30, 2015. It allowed selected employees of the Group
to acquire shares of the Company with a discount compared to the actual share price at a specified date. These
shares are blocked for three years, whereby voting rights and rights to receive dividends remain intact with the
holder of the shares. For each share purchased, the Company will match additional shares upon completion of
a three-year vesting period and service condition during the same period. The level of the share match (share
match ratio) is defined based on the performance of the Group achieved over the three financial years in the
vesting period against defined targets.
When employees purchased shares at a discounted price, the difference between the fair value of the shares at
purchase date and the purchase price of the shares was recognised as a personnel expense with a correspond-
ing increase in equity. The fair value of the shares granted was measured at the market price of the Company’s
shares.
Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 56
The fair value of shares matched under the SMP is recognised as a personnel expense with a corresponding
increase in equity. The fair value of matched shares is equal to the market price at grant date reduced by the
present value of the expected dividends during the vesting period and recognised as personnel expense over
the relevant vesting periods. The amount expensed is adjusted to reflect actual and expected levels of vesting.
This plan has shares eligible for a matching until June 30, 2018.
15 REVENUE RECOGNITION
The Company generates its revenues from four principal services: 1) Seafreight, 2) Airfreight, 3) Overland,
and 4) Contract Logistics. Revenues reported in each of these reportable segments include revenues
generated from the principal service as well as revenues generated from services like customs clearance,
export documentation, import documentation, door-to-door service, and arrangement of complex logistics
supply movement, that are incidental to the principal service.
In Seafreight, Airfreight and Overland the Group generates the majority of its revenues by purchasing
transportation services from direct (asset-based) carriers and selling a combination of those services to
its customers. In its capacity of arranging carrier services, the Group issues a contract of carriage to
customers. Revenues related to shipments are recognised based upon the terms in the contract of carriage
and to the extent a service is completed. Revenues from other services, including providing services at
destination, are recognised based on the status of completion of the service.
In Contract Logistics the principal services are related to customer contracts for warehousing and distri-
bution activities. Based on the customer contracts, revenues are recognised to the extent the service is
completed.
A better indication of the performance in the logistics industry compared to the turnover is the gross
profit. The gross profit represents the difference between the turnover and the cost of services rendered
by third parties for all reportable segments.
Borrowing costs that are not directly attributable to an acquisition, construction or production of a qualify-
ing asset are recognised in the income statement by using the effective interest method. The Group has not
capitalised any borrowing costs as it does not have any qualifying assets.
57 Consolidated Financial Statements 2017 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17 INCOME TAXES
Income tax on earnings for the year comprises current and deferred tax. Both current and deferred tax are
recognised in the income statement, except to the extent that the tax relates to business combinations or
items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantially enacted at the balance sheet date and any adjustment to tax payable for previous
years.
Deferred tax is recognised based on the balance sheet liability method, on temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes and their tax base. The following
temporary differences are not accounted for: initial recognition of goodwill, initial recognition of assets or lia-
bilities that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries
to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax rec-
ognised is based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset in respect of temporary differences or unused tax losses is recognised only to the extent
that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred
tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
A discontinued operation is a component of the Group’s business that represents a separate major line of busi-
ness or geographical area of operations or is a company acquired exclusively with a view to resale. Classification
as a discontinued operation occurs upon disposal or, if earlier, when the operation meets the criteria to be
classified as held for sale.
Consolidated Financial Statements 2017 OTHER NOTES 58
OTHER NOTES
19 SEGMENT REPORTING
a) Reportable segments
The Group provides integrated logistics solutions across customers’ supply chains using its global logistics
network.
The four reportable segments, Seafreight, Airfreight, Overland and Contract Logistics, reflect the internal
management and reporting structure to the Management Board (the chief operating decision maker, CODM)
and are managed through specific organisational structures. The CODM reviews internal management
reports on a monthly basis. Each segment is a distinguishable business unit and is engaged in providing and
selling discrete products and services.
The discrete distinction between Seafreight, Airfreight and Overland is the usage of the same transportation
mode within a reportable segment. In addition to common business processes and management routines, a
single main transportation mode is used within a reportable segment. For the reportable segment Contract
Logistics the services performed are related to customer contracts for warehouse and distribution activities,
whereby services performed are storage, handling and distribution.
Pricing between segments is determined on an arm’s length basis. The accounting policies of the reportable
segments are the same as applied in the Consolidated Financial Statements.
Information about the reportable segments is presented on the next pages. Segment performance is based
on EBIT as reviewed by the CODM. The column “eliminations” shows the eliminations of turnover and ex-
penses between segments. All operating expenses are allocated to the segments and included in the EBIT.
b) Geographical information
The Group operates on a worldwide basis in several geographical areas: EMEA, Americas and Asia-Pacific.
All products and services are provided in each of these geographical regions. The regional revenue is based
on the geographical location of the customers invoiced, and regional assets are based on the geographical
location of assets.
c) Major customers
There is no single customer who represents more than 10 per cent of the Group’s total revenue.
59 Consolidated Financial Statements 2017 OTHER NOTES
a) Reportable segments
Total Group Seafreight Airfreight Overland
CHF million 2017 2016 2017 2016 2017 2016 2017 2016
Turnover (external customers) 22,220 19,985 8,805 7,981 4,759 3,935 3,356 3,130
Inter-segment turnover – – 2,309 1,881 2,864 2,100 1,300 1,184
Customs duties and taxes –3,626 –3,460 –2,222 –2,167 –679 –588 –239 –232
Net turnover 18,594 16,525 8,892 7,695 6,944 5,447 4,417 4,082
Net expenses for services –11,571 –9,975 –7,476 –6,279 –5,908 –4,483 –3,465 –3,187
Gross profit 7,023 6,550 1,416 1,416 1,036 964 952 895
Total expenses –5,873 –5,440 –979 –951 –703 –649 –860 –825
EBITDA 1,150 1,110 437 465 333 315 92 70
Depreciation of property, plant and equipment –172 –161 –18 –16 –15 –14 –25 –23
Amortisation of other intangibles –41 –31 –5 –4 –5 –3 –18 –19
EBIT (segment profit/(loss)) 937 918 414 445 313 298 49 28
Financial income 16 12
Financial expenses –4 –3
Result from joint ventures and associates 6 8
Earnings before tax (EBT) 955 935
Income tax –215 –215
Earnings for the year 740 720
Attributable to:
Equity holders of the parent company 737 718
Non-controlling interests 3 2
Earnings for the year 740 720
Total Unallocated
Contract Logistics Reportable Segments Eliminations Corporate
6 5 13 13 – – – –
10 – 112 – – – – –
34 65 71 119 – – – –
61 Consolidated Financial Statements 2017 OTHER NOTES
b) Geographical information
Total Group EMEA Americas
Attributable to:
Equity holders of the parent company 737 718
Non-controlling interests 3 2
Earnings for the year 740 720
Unallocated
Asia-Pacific Eliminations Corporate
2,417 2,243 – – – –
1,237 938 –6,672 –5,337 – –
–264 –336 – – – –
3,390 2,845 –6,672 –5,337 – –
–2,679 –2,179 6,672 5,337 – –
711 666 – – – –
–482 –448 – – – –
229 218 – – – –
–18 –16 – – – –
–1 – – – – –
210 202 – – – –
153 149 – – – –
22 25 – – – –
– – – – – –
– – – – – –
2 4 – – – –
63 Consolidated Financial Statements 2017 OTHER NOTES
b) Geographical information
Country information
The following countries individually constitute more than 10 per cent of the Group’s non-current assets or of
its net turnover. In addition, Switzerland is reported being the country, where the ultimate parent company
of the Group is registered.
2017 2016
20 PERSONNEL EXPENSES
Interest income 6 4
Exchange differences, net 10 8
Financial income 16 12
Interest expenses –4 –3
Financial expenses –4 –3
Net financial result 12 9
24 INCOME TAX
There is no income tax (2016: CHF 12 million) relating to actuarial gains and losses of CHF 2 million before
tax (2016: CHF 38 million) arising from defined benefit plans recognised in other comprehensive income.
65 Consolidated Financial Statements 2017 OTHER NOTES
1 The change of deferred tax due to tax rate adjustments is mainly the result of the revaluation of
deferred tax liabilities due to a decrease in the corporate Federal income tax rate in the USA.
CHF million Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2017 Dec. 31, 2016 Dec. 31, 2017 Dec. 31, 2016
1 O
f which acquired in
business combinations 3 – –3 – – –
Consolidated Financial Statements 2017 OTHER NOTES 66
The recognised deferred tax assets relating to tax losses carried forward are expected to be used by the end
of the next three years at the latest.
It is not probable that future taxable profits will be available against which the unrecognised deferred tax
assets can be used. CHF 22 million (2016: CHF 28 million) of unrecognised deferred tax assets relate to tax
losses that do not expire.
2017
Cost
Balance as of January 1, 2017 890 916 54 18 1,878
Additions through
business combinations – 8 – – 8
Additions 48 177 – – 225
Disposals –15 –98 – –5 –118
Adjustments/transfers 8 – –8 – –
Effect of movements in
foreign exchange 71 74 6 2 153
Balance as of December 31, 2017 1,002 1,077 52 15 2,146
Accumulated depreciation
and impairment losses
Balance as of January 1, 2017 160 572 1 18 751
Depreciation charge for the year 21 150 1 – 172
Disposals –5 –88 – –5 –98
Adjustments/transfers 1 – –1 – –
Effect of movements
in foreign exchange 15 54 1 2 72
Balance as of December 31, 2017 192 688 2 15 897
Carrying amount
As of January 1, 2017 730 344 53 – 1,127
As of December 31, 2017 810 389 50 – 1,249
Consolidated Financial Statements 2017 OTHER NOTES 68
2016
Cost
Balance as of January 1, 2016 903 799 128 20 1,850
Additions 43 196 – – 239
Disposals –39 –65 –1 –2 –107
Reclassification to
1
“assets held for sale” –92 – – – –92
Adjustments/transfers 72 – –72 – –
Effect of movements in
foreign exchange 3 –14 –1 – –12
Balance as of December 31, 2016 890 916 54 18 1,878
Accumulated depreciation
and impairment losses
Balance as of January 1, 2016 168 512 8 20 708
Depreciation charge for the year 28 131 2 – 161
Disposals –23 –60 – –2 –85
Reclassification to
1
“assets held for sale” –26 – – – –26
Adjustments/transfers 9 – –9 – –
Effect of movements
in foreign exchange 4 –11 – – –7
Balance as of December 31, 2016 160 572 1 18 751
Carrying amount
As of January 1, 2016 735 287 120 – 1,142
As of December 31, 2016 730 344 53 – 1,127
1 I n 2016 it was decided to sell real estate property pertaining to the business unit Contract Logistics in France.
The sale and purchase contract was signed and closed on February 21, 2017. The real estate was sold at its carrying amount.
69 Consolidated Financial Statements 2017 OTHER NOTES
2017
Cost
Balance as of January 1, 2017 771 675
Additions through business combinations 64 41
Additions – 13
Deletions – –16
Effect of movements in foreign exchange 28 44
Balance as of December 31, 2017 863 757
Carrying amount
As of January 1, 2017 758 82
As of December 31, 2017 849 96
1 Other intangibles mainly comprise customer contracts/lists, trademarks, field office agent contracts and software.
2016
Cost
Balance as of January 1, 2016 780 684
Additions – 13
Deletions – –15
Effect of movements in foreign exchange –9 –7
Balance as of December 31, 2016 771 675
Carrying amount
As of January 1, 2016 767 98
As of December 31, 2016 758 82
1 Other intangibles mainly comprise customer contracts/lists, trademarks, field office agent contracts and software.
Consolidated Financial Statements 2017 OTHER NOTES 70
For the goodwill allocated to the cash-generating units, the impairment tests are based on calculations of
value in use. Cash flow projections are based on actual operating results and three-year business plans. Cash
flows beyond the three year period are extrapolated by using estimated long-term growth rates. The growth
rates do not exceed the long-term average growth rate for the logistics industry in which the cash-generating
units operate. Future cash flows are discounted based on the weighted average cost of capital (WACC),
taking into account risks that are specific to the cash-generating units.
Business acquired USCO ACR Group, Alloin Group, ReTrans Group, Commodity Multiple Total
Group Europe 1 France USA Forwarders Inc., units 2
USA
1 ACR Group, Europe, goodwill relates to Great Britain (2017: CHF 88 million; 2016: CHF 84 million), France (2017: CHF 66 million; 2016: CHF 61 million), Netherlands
(2017: CHF 55 million; 2016: CHF 50 million) and other various countries (2017: CHF 65 million; 2016: CHF 59 million).
2 Including cash-generating units without significant goodwill: Cordes & Simon Group, Germany (2017: CHF 37 million; 2016: CHF 34 million), G.L. Kayser Group, Germany
(2017: CHF 35 million; 2016: CHF 32 million) and J. Martens Group, Norway (2017: CHF 23 million; 2016: CHF 22 million), RH Group, United Kingdom (2017: CHF 48 million;
2016: CHF 46 million), Cooltainer, New Zealand (2017: CHF 20 million; 2016: CHF 20 million), Eichenberg Group, Brazil (2017: CHF 14 million; 2016: CHF 14 million),
J. Van de Put, Netherlands (2017: CHF 11 million; 2016: CHF 10 million).
Key assumptions have not changed compared to the previous year with the exception of discount rates used.
For both 2017 and 2016, all recoverable amounts exceeded their carrying amounts and consequently no
impairment of goodwill was recognised for the years 2017 and 2016.
Management considers that it is not likely for the assumptions used to change so significantly, as to elimi-
nate the excess of recoverable amounts.
71 Consolidated Financial Statements 2017 OTHER NOTES
The table below provides a summary of financial information on joint ventures (100 per cent):
Non-current assets 39 40
Current assets 85 66
Total assets 124 106
Non-current liabilities –2 –2
Current liabilities –60 –50
Equity 62 54
Kuehne + Nagel's share of equity (50 per cent) 31 27
Net turnover 334 312
Earnings for the year 2 3
No significant investments in associates were held on December 31, 2017 and 2016.
29 WORK IN PROGRESS
This position increased from CHF 300 million in 2016 to CHF 418 million in 2017, which represents a billing
delay of 6.3 working days against the previous year’s 5.4 working days.
30 TRADE RECEIVABLES
The majority of all billing is done in the respective Group companies’ own functional currencies and is mainly
in EUR 39.3 per cent (2016: 41.7 per cent), USD 15.7 per cent (2016: 18.6 per cent) and GBP 9.8 per cent
(2016: 9.5 per cent).
Consolidated Financial Statements 2017 OTHER NOTES 72
Trade receivables outstanding at year-end averaged 53.9 days (2016: 46.6 days). 92.3 per cent
(2016: 94.0 per cent) of the total trade receivables were outstanding between 1 and 90 days.
The Group has a credit insurance programme in place, covering trade receivables, focusing mainly on small
and medium exposures. The credit insurance policy covers up to 80 per cent of the approved customer credit
limit, excluding any items being more than 120 days past due. As a company policy, the Group excludes
customers from its insurance programme based on certain criteria (so-called blue chip companies).
The Group establishes an impairment allowance that represents its estimate of incurred losses in respect
of trade receivables. The two components of this impairment allowance of CHF 62 million (2016: CHF 61
million) are:
Trade receivables with credit insurance cover are not included in the impairment allowance. The individual
impairment allowance relates to specifically identified customers representing extremely high risk of being
declared bankrupt, Chapter 11 customers in the USA and customers operating with significant financial
difficulties (such as negative equity). The impairment allowance for individually significant exposures is
CHF 32 million at year-end 2017 (2016: CHF 33 million).
The collective impairment allowance based on overdue trade receivables is estimated considering statistical
information of past payment experience. The Group has established a collective impairment allowance of
CHF 30 million (2016: CHF 28 million) which represents 1.9 per cent (2016: 2.3 per cent) of total outstanding
trade receivables, excluding trade receivables with insurance cover (see above) and trade receivables included
in the individual impairment allowance.
The majority of the trade receivables not past due relates to customers who have good payment records with
the Group and are subject to yearly credit risk assessments. Therefore, the Group does not believe that an
additional impairment allowance for these trade receivables is necessary.
2017 2016
CHF million Gross (excluding Collective Collective Gross (excluding Collective Collective
insured allowance allowance insured allowance allowance
receivables per cent of receivables per cent of
and individual subtotal and individual subtotal
allowance) allowance)
The movement in the impairment allowance during the year was as follows:
2017 2016
Balance as of January 1 33 28 61 42 29 71
Additional impairment
losses recognised 13 7 20 13 9 22
Reversal of impairment
losses and write-offs –14 –5 –19 –22 –10 –32
Balance as
of December 31 32 30 62 33 28 61
31 OTHER RECEIVABLES
The majority of the other receivables is held in the respective Group companies’ own functional currencies,
which represents EUR 56.9 per cent (2016: 49.6 per cent), USD 4.1 per cent (2016: 9.1 per cent) and GBP
1.1 per cent (2016: 1.0 per cent).
Cash in hand 2 2
Cash at banks 589 539
Short-term deposits 129 300
Cash and cash equivalents 720 841
Bank overdraft –10 –4
Cash and cash equivalents in the cash flow statement, net 710 837
The majority of the above mentioned cash and cash equivalents is held in commercial banks and managed
centrally in order to limit currency risks. A netting system and a Group cash pool are in place which also
further reduce the currency exposure. Most of the bank balances held by Group companies are in their respec-
tive functional currencies, which are mainly in CHF, EUR, USD and GBP.
34 EQUIT Y
Main shareholders Registered shares CHF million Capital share Voting share Registered shares
of nominal CHF 1 per cent per cent of nominal CHF 1
per share per share
In 2017 the Company sold 10,686 and matched 110,725 treasury shares for the matured share matching
plan 2014 (2016: 47,280 treasury shares sold, 159,603 matched for the matured share matching plan 2013)
for CHF 1 million (2016: CHF 5 million) under the employee share-based compensation plans. The Company
did not purchase any treasury shares (2016: 506,236 treasury shares for CHF 66 million).
75 Consolidated Financial Statements 2017 OTHER NOTES
On December 31, 2017, the Company had 330,964 treasury shares (2016: 452,375), of which 330,964
(2016: 452,375) are reserved under the share-based compensation plans; refer to note 36 for more infor-
mation.
Dividends
The proposed dividend payment, subject to approval by the Annual General Meeting, is as follows:
The dividend payment 2017 to owners amounted to CHF 5.50 per share or CHF 658 million (2016: CHF 5.00
per share or CHF 599 million).
Main shareholders Registered shares CHF million Capital share Voting share Registered shares
of nominal CHF 1 per cent per cent of nominal CHF 1
per share per share
The Annual General Meeting held on May 2, 2005, approved a conditional share capital increase up to
a maximum of CHF 12 million and to add a respective section in the Articles of Association.
Consolidated Financial Statements 2017 OTHER NOTES 76
The Annual General Meeting held on May 8, 2012, approved a conditional share capital up to a maximum
of CHF 20 million for the provision of the employee share-based compensation plans of the Company.
The Annual General Meeting held on May 5, 2015, approved a reduction of this conditional share capital
from CHF 20 million to CHF 2 million.
So far no use has been made of these rights. There is no resolution of the Board of Directors outstanding
for further issuance of either authorised or conditional capital.
Capital Management
The Group defines the capital managed as the Group’s total equity including non-controlling interests. The
Group’s main objectives when managing capital are:
— To safeguard the Group’s ability to continue as a going concern, so that it can continue to provide services
to its customers;
— To provide an adequate return to investors based on the level of risk undertaken;
— To have the necessary financial resources available to allow the Group to invest in areas that may deliver
future benefits for customers and investors.
Capital is monitored on the basis of the equity ratio and its development is shown in the table below:
The Group is not subject to regulatory capital adequacy requirements as known in the financial services industry.
Provisions made 16 4 20
Provisions used –20 –4 –24
Actuarial (gains)/losses recognised in other comprehensive income –2 – –2
Effect of movements in foreign exchange 28 1 29
Balance as of December 31, 2017 402 28 430
2017 2016
CHF million Funded plans Unfunded Total Funded plans Unfunded Total
plans plans
The pension plan assets are held in multi-employer funded plans. The Group is not in a position to state
whether the funded plans contain any investments in shares of Kuehne + Nagel International AG or in any
property occupied by the Group.
2017 2016
1 Plan settlement in 2016 mainly relates to a defined benefit plan settlement in the Netherlands; the former members are now
participating in a defined contribution plan.
79 Consolidated Financial Statements 2017 OTHER NOTES
2017 2016
CHF million Funded plans Unfunded plans Total Funded plans Unfunded plans Total
1 Effects due to plan settlement 2016 mainly relate to a defined benefit plan settlement in the Netherlands; the former members are now
participating in a defined contribution plan.
Consolidated Financial Statements 2017 OTHER NOTES 80
Plan participants 2017 2016 2017 2016 2017 2016 2017 2016
Number of plan participants 12,668 12,578 1,306 1,375 2,330 2,234 16,304 16,187
2017 2016
Per cent Funded plans Unfunded Total Funded plans Unfunded Total
plans plans
2017 2016
CHF million Funded plans Unfunded Total Funded plans Unfunded Total
plans plans
The sensitivity analysis is based on reasonably possible changes as of the end of the reporting year. Each
change in a significant actuarial assumption was analysed separately as part of the test. Interdependencies
between individual assumptions were not taken into account.
Germany
There is one major defined benefit pension plan in Germany that provides retirement and disability benefits
to employees and their dependants. This plan is based on an internal pension scheme (Versorgungsordnung),
with the employers’ retirement benefits law (Betriebsrentengesetz) specifying the minimum benefits to be
provided. The plan is entirely funded by Kuehne + Nagel. Risks in relation to guarantees provided, such as
investment risk, asset volatility, salary increase and life expectancy, are borne by the Group.
Contributions are based on the salary of the employee. Pensions are calculated as a percentage of contribu-
tory base salary multiplied with the years of service. The normal retirement age for the plan is 65. Members
can draw retirement benefits early with a proportionate reduction of the pension.
The plan is closed to new entrants, who instead can participate in a defined contribution plan.
USA
The US pension plan is a defined benefit pension plan that provides retirement and disability benefits to
employees and their dependents. The various insurance benefits are governed by regulations. The US plan is
qualified under and is managed in accordance with the requirements of US federal law. In accordance with
federal law, there are plan fiduciaries that are responsible for the governance of the plan. Fiduciaries also
are responsible for the investment of the plan’s assets, which are held in a pension trust that is legally sepa-
rate from the employer. The plan is entirely funded by Kuehne + Nagel. Risks in relation to guarantees pro-
vided, such as investment risk, asset volatility, salary increase and life expectancy, are borne by the Group.
Contributions are based on the salary of the employee. The normal retirement age is 65, with a minimum
of five years of service. The plan provides a lifetime pension at normal retirement, which is based on a
percentage of the highest average monthly compensation over a five-year period (limited to USD 100,000),
multiplied by credited service under the plan. Members can draw retirement benefits early, with a propor-
tionate reduction of the pension, at the age of 55 if the employee has a minimum of 10 years of service.
The plan is closed to new entrants and its benefits are frozen. New employees are instead covered by a
defined contribution plan.
Switzerland
The Swiss pension plans are defined benefit plans that provide retirement and disability benefits to
employees and their dependents. Swiss pension plans are governed by the Swiss Federal Law on Occupa-
tional Retirement, Survivor’s and Disability Pension Plans (BVG), which stipulates that pension plans
have to be managed by independent, legally autonomous units. A pension plan’s governing body (Board of
Trustees) is responsible for the investment of the plan’s assets and must be composed of equal numbers of
employee’s and employer’s representatives. The various insurance benefits are governed in regulations, with
the BVG specifying the minimum benefits that are to be provided. As a consequence, there are a number
of guarantees provided within the pension funds which expose them to the risks of underfunding and may
require the Group to provide re-financing. Such risks include mainly investment risks (as there is a guaran-
teed return on account balances), asset volatility and life expectancy.
The monthly contributions to the pension plans are paid by the employees as well as by the employer. The
contributions are calculated as a percentage of the contributory salary and vary depending on the age of
the employee. The pension plans provide a lifetime pension to members at the ordinary retirement age as
defined in the Swiss Pension law. The pension is calculated as a percentage of the individual plan partici-
pant’s pension account at retirement date. A portion of the benefit, up to the full amount under certain
conditions, can be taken as lump sum payment at retirement. Members can draw retirement benefits early
from the age of 58, with a proportionate reduction of the pension.
For each share purchased under the previous SMP in the year 2015, the Company will match additional
shares upon completion of a three-year vesting period and service condition during the same period. The
level of the share match (share match ratio) is dependent on the achievement of the Group over the three
Consolidated Financial Statements 2017 OTHER NOTES 86
financial years in the vesting period against defined targets. The maximum matching ratio of one share
for each share purchased by the employee (minimum investment is 50 shares) can be obtained by exceed-
ing the defined target by more than 15 per cent. A guaranteed minimum matching of 0.2 shares per share
purchased is granted after the vesting period. Should the number of allocated shares be a fraction of shares,
then the number of shares is rounded up to the next whole number.
The terms and conditions of the shares allocated under the Share Matching Plans are as follows:
On July 1, 2017, the SMP 2014 matured with an actual share match ratio of 0.7 resulting in a matching of
110,725 shares to the participating employees of this plan.
On July 1, 2016, the SMP 2013 matured with an actual share match ratio of 0.7 resulting in a matching of
159,603 shares to the participating employees of this plan.
For each share purchased under this plan, the Company granted two options to the participants. Each option
entitles the participant to purchase one share of the Company at a specified price. The exercise price is 100
per cent of the share price corresponding to the average closing price of one share at the SIX Swiss Exchange
during the months April to June. The options vest three years after the grant date and can be exercised during
the three-year period starting on the vesting date. The last options granted under this plan in 2012 will
expire at the end of the exercise period on June 30, 2018.
87 Consolidated Financial Statements 2017 OTHER NOTES
June 30, 2011 July 1, 2014–June 30, 2017 37,374 131.15 – 10,308
June 30, 2012 July 1, 2015–June 30, 2018 3,290 113.40 370 948
Total 40,664 370 11,256
The vesting condition is service during the three-year vesting period. The number and weighted average
exercise prices of options are as follows:
2017 2016
The weighted average life of the options outstanding at December 31, 2017, is 0.5 years (2016: 0.6 years).
The options outstanding at December 31, 2017, have an exercise price of CHF 113.40 (2016: CHF 113.40 to
CHF 131.15).
The current bank and other interest-bearing liabilities include finance lease liabilities due for payment
within one year of CHF 4 million (2016: CHF 4 million). Current bank and other interest-bearing liabilities
also include bank overdrafts of CHF 10 million (2016: CHF 4 million), which are included in cash and cash
equivalents for the purpose of the consolidated cash flow statement.
All loans and bank overdrafts are held in the respective Group companies’ own functional currencies, which
mainly is in EUR 30.0 per cent (2016: 53.9 per cent) and USD 14.0 per cent (2016: 22.9 per cent) on terms
of the prevailing market conditions. The majority of bank overdraft facilities are repayable upon notice
or within one year of the contractual term. The applicable interest rates are at prime interest rates of the
respective country.
The non-current portion of finance lease liabilities amounts to CHF 4 million (2016: CHF 7 million) and is
presented separately on the face of the balance sheet.
2017 2016
CHF million Payments Interest Present value Payments Interest Present value
The majority of all trade payables is in the respective Group companies’ own functional currencies, which is
in EUR 42.3 per cent (2016: 42.5 per cent), USD 13.0 per cent (2016: 13.3 per cent) and GBP 11.2 per cent
(2016: 11.6 per cent).
89 Consolidated Financial Statements 2017 OTHER NOTES
40 PROVISIONS
The movements in provisions were as follows:
of which
— Current portion 34 9 32 75
— Non-current portion 19 20 21 60
Total provisions 53 29 53 135
of which
— Current portion 34 9 23 66
— Non-current portion 15 25 18 58
Total provisions 49 34 41 124
1 S ome Group companies are involved in legal proceedings on various issues (disputes about logistics services, antitrust etc.). Some legal proceedings have
been settled in the reporting period, and corresponding payments have been made. Since October 2007 various competition authorities have investigated
certain antitrust allegations against international freight forwarding companies, inter alia against Kuehne + Nagel. A number of these investigations
has been concluded meanwhile. The Group has appealed the decision of the EU Commission according to which Kuehne + Nagel had to pay a fine of
CHF 65 million (EUR 53.7 million) to the European General Court (EGC) in 2012. On February 29, 2016, the EGC in first instance, and on February 1,
2018 also the European Court of Justice (ECJ) in a finally binding decision upheld all fines imposed by the EU Commission.
During 2015 the French Competition Authority (FCA) has concluded an investigation of certain antitrust allegations in France, mainly against domestic
freight forwarding companies, inter alia Alloin Transports, a company which was acquired by Kuehne + Nagel in 2009. The decision of the FCA, according
to which Alloin/Kuehne + Nagel paid a fine of CHF 34 million (EUR 32 million) was appealed to the Paris Court of Appeals in 2016. In 2017 Kuehne +
Nagel was able to settle certain claims, which included a partial recourse claim against the sellers of Alloin Transports.
See also note 44.
2 An additional provision for deductibles in case of transport liability has been recognised for the current year’s exposure.
3 Other provisions mainly consist of provisions for dilapidation costs amounting to CHF 27 million (2016: CHF 26 million) and of provisions for onerous
contracts amounting to CHF 4 million (2016: CHF 13 million).
Consolidated Financial Statements 2017 OTHER NOTES 90
41 OTHER LIABILITIES
42 ACQUISITION OF BUSINESSES/SUBSIDIARIES
2017 Acquisitions
Recognised fair values
Effective April 21, 2017, the Group acquired 100 per cent of the shares of Ferlito Pharma S.r.l., Italy. Ferlito
is a major player in pharma logistics, offering GxP compliant warehousing and forwarding services including
local distribution. The purchase price of CHF 6 million includes a contingent consideration of CHF 2 million
depending on the financial performance of the company until the year 2017.
Effective April 26, 2017, the Group acquired 100 per cent of the shares of Zet Farma Lojistik Hizmetleri
Sanayi ve Ticaret A.S., the Turkish market leader in pharma logistics. The business includes ambient and
cool storage, packaging and distribution. With approximately 400 employees the company manages around
50,000 square meters of storage space. The purchase price of CHF 8 million includes a contingent con-
sideration of CHF 2 million depending on the financial performance of the company until the year 2018.
91 Consolidated Financial Statements 2017 OTHER NOTES
Effective September 5, 2017, the Group acquired 100 per cent of the shares of Trillvane Limited, one of the
largest perishables specialists in Kenya, exporting flowers and vegetables. The purchase price of CHF 16 million
was paid in cash.
Effective October 2, 2017, the Group acquired 100 per cent of the shares of Commodity Forwarders Inc. (CFI)
for a purchase price of CHF 90 million. Founded in 1974 and headquartered in Los Angeles, CA, CFI is the
largest US-based perishable Airfreight forwarder. It operates in 14 facilities throughout the US and generates
annual revenues of approximately USD 200 million.
Acquisition-related costs (included in the line item “Selling, general and administrative expenses” in the Income
Statement) amount to CHF 1 million.
The trade receivables comprise gross contractual amounts due of CHF 25 million, of which CHF 1 million were
expected to be uncollectible at the acquisition date.
Goodwill of CHF 64 million arose on the acquisitions and represents management expertise and workforce
which do not meet the definition of an intangible asset to be recognised separately. Goodwill in the amount of
CHF 51 million is expected to be deductible for tax purposes.
Other intangible assets of CHF 41 million recognised on the acquisitions represent contractual and non-contrac-
tual customer lists having a useful life of 5 to 10 years.
The acquisitions contributed CHF 72 million of net turnover and CHF 6 million loss to the consolidated net
turnover and earnings for the year 2017 respectively. If the acquisitions had taken place on January 1, 2017,
the Groups’ net turnover would have been CHF 18,755 million and consolidated earnings would have been
CHF 742 million.
The initial accounting for the acquisitions has only been determined provisionally. Further adjustments may be
made to the fair values assigned to the identifiable assets acquired and liabilities assumed up to twelve months
from the date of acquisition.
Effective February 23, 2017, the Group acquired the non-controlling interest of 3 per cent of the shares of
Amex Ltd, Israel for a purchase price of CHF 2.5 million, which has been paid in cash. The Group previously
already owned 87.5 per cent of the shares of Amex Ltd. and applied the full consolidation method.
Effective December 19, 2017, the Group acquired the non-controlling interest of 30 per cent of the shares of
Nacora Insurance Brokers Limited, Hong Kong for a purchase price of CHF 0.5 million. The Group previously
already owned 70 per cent of the shares of Nacora Insurance Brokers Limited and applied the full consolidation
method.
2016 Acquisitions
43 PERSONNEL
Employees within the Group are defined as persons with valid employment contracts as of December 31,
and on the payroll of the Group.
Full-time equivalent as disclosed in the table above is defined as all persons working for the Kuehne + Nagel
Group including part-time (monthly, weekly, daily or hourly) working persons with or without a permanent
contract, of which all expenses are recorded in the personnel expenses. Pro rata temporis employment has
been recalculated into the number of full-time employees.
44 CONTINGENT LIABILITIES
As of year-end the following contingent liabilities existed:
Some Group companies are defendants in various legal proceedings. Based on respective legal advice, the
management is of the opinion that the outcome of those proceedings will have no effect on the financial
situation of the Group beyond the existing provision for pending claims (refer to note 40) of CHF 49 million
(2016: CHF 53 million).
An antitrust proceeding in Brazil is still ongoing whereby it is currently not possible to reliably estimate a
potential financial impact of this case. Consequently, no provision or quantification of the contingent liability
for the case was made in the Consolidated Financial Statements 2017.
93 Consolidated Financial Statements 2017 OTHER NOTES
As of year-end the following financial commitments existed in respect of non-cancellable long-term operating
leases and rental contracts:
The expense for operating leases recognised in the income statement amounts to CHF 599 million
(2016: CHF 551 million).
46 C APITAL COMMITMENTS
As of year-end the following capital commitments existed in respect of non-cancellable purchase contracts.
Great Britain 4 –
Others 1 –
Total 5 –
Consolidated Financial Statements 2017 OTHER NOTES 94
47 RISK MANAGEMENT
Risk management, objectives and policies are described in the status report on pages 9 to 10.
Financial risk management within the Group is governed by policies and guidelines approved by the senior
management. These policies and guidelines cover interest rate risk, currency risk, credit risk and liquidity risk.
Group policies and guidelines also cover areas such as cash management, investment of excess funds and
the raising of short and long-term debt. Compliance with the policies and guidelines is managed by inde-
pendent functions within the Group. The objective of financial risk management is to contain, where deemed
appropriate, exposures to the various types of financial risks mentioned above in order to limit any negative
impact on the Group’s results and financial position.
In accordance with its financial risk policies, the Group manages its market risk exposures by using financial
instruments when deemed appropriate. It is the Group’s policy and practice neither to enter into derivative
transactions for trading or speculative purposes, nor for any purpose unrelated to business transactions.
Market risk
Market risk is the risk that changes of market prices due to interest rates and foreign exchange rates are
affecting the Group’s results and financial position.
Exposure
The Group’s exposure to interest rate risk relates primarily to its bank loans and finance lease liabilities and
to the Group’s investments of its excess funds. The Group’s exposure to changes in interest rates is limited
due to the short-term nature of investments of excess funds and borrowings. The Group does not use deriva-
tive financial instruments to hedge its interest rate risk in respect of investments of excess funds or loans.
Profile
At the reporting date, the interest profile of the Group’s interest-bearing financial assets and liabilities was
as follows:
Carrying amount
Currency risk
Currency risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate
because of changes in foreign exchange rates.
Exposure
The Group operates on a worldwide basis and, as a result, is exposed to movements in foreign currency
exchange rates of mainly EUR, USD and GBP on sales, purchases, investments in debt securities and borrow-
ings that are denominated in a currency other than the respective functional currencies of the Group entities.
Monthly intercompany payments are conducted through a Group clearing system in EUR and USD which
facilitates monitoring and control of the group-wide foreign exchange rate exposures.
Consolidated Financial Statements 2017 OTHER NOTES 96
To a limited extent, derivative financial instruments (foreign exchange contracts) are in use to hedge the
foreign exchange exposure on outstanding balances in the Group’s internal clearing system. Given that the
Group’s hedging activities are limited to hedges of recognised foreign currency monetary items, hedge
accounting under IAS 39 is not applied. As of the 2017 and 2016 year-end there were no material derivative
instruments outstanding. Investments in foreign subsidiaries are not hedged as those currency positions are
considered to be long-term in nature.
2017 2016
1
Cash and cash equivalents 141 86 – 52 72 1
Trade receivables 50 341 4 34 246 4
Interest-bearing liabilities – –1 – – –2 –
Trade payables –43 –113 –1 –38 –94 –1
Gross balance sheet exposure 148 313 3 48 222 4
1 Mainly represents cash pool balances in CHF with subsidiaries with functional currency EUR and USD.
The majority of all trade related billings and payments as well as all payments of interest-bearing liabilities
are made in the respective functional currencies of the Group entities.
Sensitivity analysis
A 10 per cent strengthening respectively weakening of the CHF against the following currencies on December
31, would have had the following effect on the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant.
2017
The impact on the profit or loss is mainly a result of foreign exchange gains or losses arising from revaluation
of trade receivables, trade payables and cash and cash equivalents in foreign currencies. Significant fluctuations
of foreign currency exchange rates would not result in an impact on other comprehensive income as the Group
does not have any securities classified as available for sale or applies cash flow hedge accounting.
2016
Credit risk
Credit risk arises from the possibility that the counterparty to a transaction may be unable or unwilling to
meet its obligations, causing a financial loss to the Group. Credit risk arises primarily from the Group’s trade
receivables.
Exposure
At the balance sheet date the maximum exposure to credit risk from financial assets, without taking into
account any collateral held, credit insurance or similar, was:
Trade receivables
Trade receivables are subject to a policy of active risk management which focuses on the assessment of
country risk, credit availability, ongoing credit evaluation, and account monitoring procedures. There are
no significant concentrations of credit risk due to the Group’s large number of customers and their wide
geographical spread. For a large part of credit exposures in critical countries, the Group has obtained credit
insurance from first-class insurance companies (for further details refer to note 30).
Consolidated Financial Statements 2017 OTHER NOTES 98
The maximum exposure to credit risk for trade receivables at the reporting date by geographical area was:
It is considered that the credit insurance is sufficient to cover potential credit risk concentrations (for additional
information refer to note 30).
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties to meet obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. Group companies require
sufficient availability of cash to meet their obligations. Individual companies are generally responsible for
their own cash management, including the short-term investment of cash surplus and the raising of loans
to cover cash deficits subject to guidance or in certain cases approval at Group level. The Group maintains
sufficient reserves of cash to meet its liquidity requirements at all times.
The following are the contractual maturities of financial liabilities (undiscounted), including interest pay-
ments and excluding the impact of netting agreements:
2017
2016
It is not expected that the cash flow included in the above maturity analysis could occur at significantly
different points in time or at significantly different amounts.
Cash and cash equivalents with a carrying amount of CHF 720 million (2016: CHF 841 million) as well as
financial assets with a carrying amount of CHF 3,607 million (2016: CHF 2,684 million) classified as loans
and receivables carried at amortised cost, are all classified as current assets.
The Group has financial liabilities with a carrying amount of CHF 3,428 million (2016: CHF 2,598 million)
carried at amortised cost and CHF 4 million (2016: nil) carried at fair value through profit and loss.
The majority of these financial liabilities are current liabilities. At year-end 2017 and 2016 there were no
non-current fixed rate interest-bearing loans or other liabilities.
As of December 31, 2017 and 2016, the Group holds no debt instruments designated as financial assets at
fair value through profit or loss and no significant derivative instruments.
The Group’s financial instruments measured at fair value have been categorised into below mentioned levels,
reflecting the significance of inputs used in estimating fair values:
The fair value of the derivative instruments (forward foreign exchange contracts) is determined based on
current and available market data. Pricing models commonly used in the market are used, taking into
account relevant parameters such as forward rates, spot rates, discount rates, yield curves and volatility.
Consolidated Financial Statements 2017 OTHER NOTES 100
As of December 31, 2017, no loans or any other commitments were outstanding towards members neither of
the Board of Directors nor of the Management Board. Members of the Board of Directors and the Manage-
ment Board control 53.7 per cent (2016: 53.9 per cent) of the voting shares of the Company.
The following remuneration and compensation has been paid to and accrued for the Management Board and
the Board of Directors:
Wages, salaries and other short-term employee benefits 12.6 11.7 3.6 4.4
Post-employment benefits 1.4 1.2 0.2 0.3
Share-based compensation 1.2 2.1 0.3 0.5
Total compensation 15.2 15.0 4.1 5.2
For disclosure requirements according to the Swiss law (Article 663bbis/c CO), refer to pages 125 to 126; note
12 of the Financial Statements of Kuehne + Nagel International AG. For other related parties refer to note 34
outlining the shareholders’ structure, and pages 103 to 110 listing the Group’s significant subsidiaries and joint
ventures.
101 Consolidated Financial Statements 2017 OTHER NOTES
Acquisition accounting
Intangible assets acquired in a business combination are required to be recognised separately from good-
will and amortised over their useful life if they are subject to contractual or legal rights or are separately
transferable. The Group has separately recognised customer contracts/lists, trademarks and field office
agent contracts in acquisitions made (see note 27).
The fair value of these acquired intangible assets is based on valuation techniques, which require input
based on assumptions about the future. The management uses its best knowledge to estimate fair value of
acquired intangible assets as of the acquisition date. The value of intangible assets is tested for impairment
when there is an indication that they might be impaired (see below). The management must also make
assumptions about the useful life of the acquired intangible assets which might be affected by external
factors such as increased competition.
Carrying amount of goodwill, other intangibles and property, plant and equipment
The Group tests its goodwill with a total carrying amount of CHF 849 million (2016: CHF 758 million) for
impairment every year as disclosed in note 11. No impairment loss on goodwill was recognised in 2017
and 2016. The Group also assesses annually whether there is any indication that other intangible assets
or property, plant and equipment may be impaired. In such a case, the assets are tested for impairment.
No impairment loss on other intangible assets was recognised in 2017 (2016: nil). The carrying amount of
other intangibles is CHF 96 million (2016: CHF 82 million), and that of property, plant and equipment is
CHF 1,249 million (2016: CHF 1,127 million).
Impairment tests are based on value-in-use calculations, which involve a variety of assumptions such as
estimates of future cash inflows and outflows and choice of a discount rate. Actual cash flows might, for
example, differ significantly from management’s current best estimate. Changes in market environment
or the evolution of technologies might have an impact on future cash flows and result in recognition of
impairment losses.
Income tax
Judgment and estimates are required when determining deferred as well as current tax assets and liabilities.
The management believes that its estimates, based on information such as the interpretation of tax laws,
are reasonable. Changes in tax laws and rates, interpretations of tax laws, earnings before tax and taxable
profit might have an impact on the amounts recognised as tax assets and liabilities.
The Group has recognised a net deferred tax asset of CHF 92 million (2016: Net deferred tax asset of
CHF 50 million). Furthermore, the Group has unrecognised deferred tax assets relating to unused tax losses
of CHF 33 million (2016: CHF 31 million). Based on estimates such as the probability of realising these
tax benefits, available taxable temporary differences, and periods of reversals of such differences, the
management does not believe that the criteria to recognise deferred tax assets are met (see note 24).
Operating Companies
Western Europe
Country Name of the company Location Currency Share KN voting
capital share
(in 1,000) (in per cent)
North America
Country Name of the company Location Currency Share KN voting
capital share
(in 1,000) (in per cent)
South America
Country Name of the company Location Currency Share KN voting
capital share
(in 1,000) (in per cent)
Buenos
Argentina Kuehne + Nagel S.A. Aires ARS 3,208 100
Buenos
Nacora S.A. Aires ARS 20 100
Kuehne + Nagel
Barbados Logistics Services Limited Bridgetown BBD 195 100
Bolivia Kuehne + Nagel Ltda. Santa Cruz BOB 260 100
Brazil Kuehne + Nagel Serviços Logisticos Ltda. Sao Paulo BRL 200,986 100
Nacora Corretagens de Seguros Ltda. Sao Paulo BRL 1,094 100
Transeich Armazens Gerais S.A. Porto Alegre BRL 2,479 100
Transeich Assessoria e Transportes S.A. Porto Alegre BRL 17,918 100
Podium Kuehne + Nagel Logistica de Rio de
Eventos Esportivos Ltda. (Joint Venture) Janeiro BRL 100 50
Chile Kuehne + Nagel Ltda. Santiago CLP 575,000 100
Colombia Kuehne + Nagel S.A.S. Bogotá COP 5,184,600 100
Agencia De Aduanas
KN Colombia S.A.S. Nivel 2 Bogotá COP 595,000 100
Nacora Ltda. Agencia de Seguros Bogotá COP 20,000 100
Costa Rica Kuehne + Nagel S.A. San Jose CRC – 100
KN Shared Service Centre S.A. San Jose CRC – 100
Cuba Kuehne Nagel Logistic Services S.A. Havana CUC – 100
Dominican Kuehne + Nagel Dominicana SAS Santo
Republic (Joint Venture) Domingo DOP 3,000 50
Ecuador Kuehne + Nagel S. A. Quito USD 7 100
San
El Salvador Kuehne + Nagel S.A. DE C.V. Salvador USD 69 100
Consolidated Financial Statements 2017 SIGNIFIC ANT CONSOLIDATED SUBSIDIARIES AND JOINT VENTURES 108
North Asia-Pacific
Country Name of the company Location Currency Share KN voting
capital share
(in 1,000) (in per cent)
South Asia-Pacific
Country Name of the company Location Currency Share KN voting
capital share
(in 1,000) (in per cent)
Australia Kuehne & Nagel Pty Ltd Melbourne AUD 2,900 100
Nacora Insurance Services Pty Ltd Melbourne AUD – 100
Kuehne + Nagel Real Estate Pty Ltd Melbourne AUD – 100
Bangladesh Kuehne + Nagel Limited Dhaka BDT 10,000 100
Cambodia Kuehne + Nagel Limited Phnom Penh USD 5 100
India Kuehne + Nagel Pvt. Ltd. New Delhi INR 30,000 100
Indonesia PT. Naku Freight Indonesia Jakarta IDR 13,500,100 95
Japan Kuehne + Nagel Ltd. Tokyo JPY 80,000 100
Nacora Japan Insurance Solutions Ltd. Tokyo JPY 9,900 100
Korea Kuehne + Nagel Ltd. Seoul KRW 500,000 100
Kuala
Malaysia Kuehne + Nagel Sdn. Bhd. Lumpur MYR 1,000 100
Kuala
Nacora (Malaysia) Sdn. Bhd. Lumpur MYR 100 100
Maldives Kuehne + Nagel Private Limited Male USD 1 100
Myanmar Kuehne + Nagel Ltd. Yangon USD 50 100
New Zealand Kuehne + Nagel Limited Auckland NZD 200 100
Nacora Insurance Services Limited Auckland NZD 10 100
Pakistan Kuehne + Nagel (Private) Limited. Karachi PKR 9,800 100
Philippines Kuehne + Nagel Inc. Manila PHP 5,000 100
Kuehne + Nagel Logistics Solutions Inc. Manila PHP 5,000 100
Kuehne + Nagel Shared
Service Center Inc. Cebu PHP 10,500 100
Singapore Kuehne + Nagel Pte. Ltd. Singapore SGD 500 100
Nacora Insurance Agency Pte. Ltd. Singapore SGD 100 100
Kuehne + Nagel (Asia-Pacific)
Management Pte. Ltd. Singapore SGD 200 100
Kuehne + Nagel Real Estate Pte Ltd Singapore SGD 250 100
Sri Lanka Kuehne & Nagel (Pvt) Ltd. Colombo LKR 2,502 100
Thailand Kuehne + Nagel Limited Bangkok THB 20,000 100
Vietnam Kuehne + Nagel Company Limited Ho Chi Minh VND 15,502,200 100
Consolidated Financial Statements 2017 SIGNIFIC ANT CONSOLIDATED SUBSIDIARIES AND JOINT VENTURES 110
Angola Kuehne & Nagel (Angola) Transitarios Lda Luanda AOA 7,824 100
Bahrain Kuehne + Nagel WLL Manama BHD 200 100
Egypt Kuehne + Nagel Ltd. Cairo EGP 1,000 100
Jawharat Al-Sharq Co. for General Trans-
Iraq portation & Support Services Ltd Baghdad USD 85 100
Kuehne + Nagel for General Trans-
portation and Logistics Services L.L.C. Erbil USD 45 100
Jordan Kuehne and Nagel Jordan LLC Amman JOD 300 100
Kenya Kuehne + Nagel Limited Nairobi KES 63,995 100
Blue Anchor Line Limited Nairobi KES 500 100
Trillvane Ltd Nairobi KES 750 100
Kuwait Kuehne + Nagel Company W.L.L. Kuwait KWD 150 100
Lebanon KN-ITS SAL (Joint Venture) Beirut LBP 113,000 50
Mauritius KN (Mauritius) Limited Port Louis MUR 4,000 100
Mozambique Kuehne & Nagel Mocambique Lda. Maputo MZN 125,883 100
Namibia Kuehne and Nagel (Pty) Ltd. Windhoek NAD 340 100
Oman Kuehne + Nagel LLC. Muscat OMR 250 70
Qatar Kuehne + Nagel L.L.C. Doha QAR 1,900 100
Saudi Arabia Kuehne and Nagel Limited Jeddah SAR 1,000 100
Kuehne + Nagel Johannes-
South Africa (Proprietary) Limited burg ZAR 1,652 75
Nacora Insurance Johannes-
Brokers (Proprietary) Limited burg ZAR 35 100
Dar es
Tanzania Kuehne + Nagel Limited Salaam TZS 525,000 100
Dar es
Blue Anchor Line International Limited Salaam TZS 21,000 100
Turkey Kuehne + Nagel Nakliyat Sti. Istanbul TRY 5,195 100
Zet Farma Lojistik Hizmetleri
Sanayi ve Ticaret A.S. Istanbul TRY 2,000 100
UAE Kuehne + Nagel L.L.C. Dubai AED 1,000 100
Kuehne + Nagel L.L.C. Abu Dhabi AED 1,000 100
Kuehne + Nagel DWC L.L.C. Dubai AED 13,000 100
Kuehne + Nagel Management ME FZE Dubai AED 1,000 100
Uganda Kuehne + Nagel Limited Kampala UGX 827,500 100
111 Consolidated Financial Statements 2017 REPORT OF THE STATUTORY AUDITOR
Opinion
We have audited the consolidated financial statements of Kuehne + Nagel International AG and its subsidi-
aries (the Group), which comprise the balance sheet as at 31 December 2017 and the income statement,
the statement of comprehensive income, statement of changes in equity and statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies.
In our opinion the consolidated financial statements (pages 37 to 110) give a true and fair view of the
consolidated financial position of the Group as at 31 December 2017, and its consolidated financial perfor-
mance and its consolidated cash flows for the year then ended in accordance with International Financial
Reporting Standards (IFRS) and comply with Swiss law.
We are independent of the Group in accordance with the provisions of Swiss law and the requirements of
the Swiss audit profession, as well as the IESBA Code of Ethics for Professional Accountants, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
We have fulfilled the responsibilities described in the “Auditor’s responsibilities for the audit of the consoli-
dated financial statements” section of our report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of material
misstatement of the consolidated financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the consoli-
dated financial statements.
Area of focus Goodwill and other intangible assets represent 13% of the Group’s total assets and 41% of the Group’s
total shareholders’ equity as at 31 December 2017. As stated in Note 9 to the consolidated financial
statements, the carrying value of goodwill is tested annually for impairment. The Group performed its
annual impairment test of goodwill in the fourth quarter of 2017. Procedures over management’s an-
nual impairment test were significant to our audit because the assessment process requires estimates.
Key assumptions relating to the impairment test are disclosed in Note 27 to the consolidated financial
statements. The Group uses assumptions in respect of future market and economic conditions such as
economic growth, expected inflation rates, demographic developments, revenue and margin develop-
ment. Given the high level of management judgment in their impairment assessment we considered
this area to be important for our audit.
Our audit For our audit we evaluated the Group’s internal controls over its annual impairment test, key assump-
response tions applied, the weighted average cost of capital, methodologies and data used by the Group, for
example by comparing them to external data such as expected inflation rates, external market growth
expectations and by analyzing sensitivities in the Group’s valuation model. We involved valuation
specialists to assist us in these audit procedures. Furthermore, we compared the future cash flows to
the strategic plan, business plans of group companies and other relevant developments in the business
of the cash generating unit as prepared by the management board and approved by the Audit Com-
mittee.
Area of focus Some Group companies are defendants in various legal proceedings and/or are subject to investiga-
tions by authorities, such as antitrust and tax authorities. As of 31 December 2017, the Group has
recorded CHF 49 million of claim provisions (refer to Note 40 to the consolidated financial statements)
and, in addition, disclosed those cases for which no reliable estimate can be made as contingent
liabilities (refer to Note 44 to the consolidated financial statements). The ultimate outcome of those
proceedings and investigations cannot be predicted with certainty and an adverse outcome could have
a material effect on balance sheet, income statement and cash flows. Accounting for (contingent)
liabilities from claims, proceedings and investigations is judgmental, and the amounts involved are,
or can be, material to the financial statements as a whole.
Our audit In response to these risks, our audit procedures included, amongst others, proceedings and investiga-
response tions at different levels in the organization, and the accounting and continuous re-assessment of the
related (contingent) liabilities and provisions and disclosures.
Furthermore, we inquired with legal and financial staff in respect of ongoing investigations, proceedings
or claims, inspected relevant correspondence (if any), considered the minutes of the meetings of the
Audit Committee, Board of Directors and Management Board, requested external legal confirmation
letters and have been provided with a representation letter from the Group.
We evaluated the Group’s policies, procedures and controls surrounding the identification of potential
litigation, fines and penalties, and considered management’s response and assessment to any of those.
We also assessed the disclosure regarding (contingent) liabilities from legal proceedings and investi-
gations as contained in Note 40 Provisions, Note 41 Other liabilities and Note 44 Contingent liabilities.
Consolidated Financial Statements 2017 REPORT OF THE STATUTORY AUDITOR 114
Area of focus The Group operates across a wide range of tax jurisdictions around the world and is therefore occa-
sionally challenged by local tax authorities, mainly regarding its cross-border transfer pricing arrange-
ments. In addition, the valuation of tax positions in many cases depends on the taxable income of
future years. Where the amount of tax assets or liabilities is uncertain, the Group recognizes these
positions based on management’s best estimate, reflecting a significant level of judgements and esti-
mates, such as regarding the outcome of open tax and transfer pricing matters or regarding future
taxable income.
Our audit We tested the amounts recognized as current and deferred tax, including the assessment of
response judgmental tax positions.
In this area our audit procedures included, amongst others, assessment of correspondence with the
relevant tax authorities and the evaluation of tax exposures. In addition, in respect of deferred tax
assets we assessed management’s assumptions to determine the probability that deferred tax assets
recognized in the statement of financial position will be recovered through taxable income in future
years and available tax planning strategies. We included tax and valuation specialists to evaluate the
assumptions used to determine tax positions. During our procedures, we also reviewed management’s
budgets and forecasts. In addition, where considered relevant, we evaluated the historical accuracy
of management’s assumptions.
Area of focus A description of the key accounting policy for revenue recognition is included at Note 15. Total net
turnover for the business year 2017 amounted to CHF 18,594 million. The Group generates turnover
from four principal services: Seafreight, Airfreight, Overland and Contract Logistics. In addition to these
principal services, turnover is also generated from additional services that are incidental to the primary
service, such as customs clearance and door-to-door service. Turnover is recognized according to the
terms in the contract, i.e. at the time the service is rendered.
Given the significance of net turnover and related balance sheet accounts such as trade receivables,
we considered this area to be important for our audit.
Our audit We tested revenue recognition, including testing of the related internal controls. Our procedures inclu-
response ded analytical reviews on net turnover, work in progress and deferred income. We also designed and
performed audit procedures on the nature of revenues and the timing of the recognition and unusual
contractual terms. Our testing included agreeing amounts to customer contracts and confirming the
extent, timing and customer acceptance of delivery, where relevant.
115 Consolidated Financial Statements 2017 REPORT OF THE STATUTORY AUDITOR
Our opinion on the consolidated financial statements does not cover the other information in the annual
report and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information in the annual report and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Group or to cease operations, or has no realistic alternative but to do so.
A further description of our responsibilities for the audit of the consolidated financial statements is located
at the website of EXPERTsuisse: http://www.expertsuisse.ch/en/audit-report-for-public-companies. This
description forms part of our auditor’s report.
Income Statement
Income
Income from investments in Group companies 1 1,612 526
Finance income
— Interest income on loan receivables from Group companies 8 6
— Exchange gains 53 20
— Profit on sale of treasury shares 3 1
Other operational income 2 – 5
Total income 1,676 558
Expenses
Finance expenses
— Interest expenses on liabilities towards Group companies –6 –4
— Exchange losses –43 –12
— Loss on sale of treasury shares – –
Other operational expenses 3 –16 –18
Total expenses –65 –34
Balance Sheet
Assets
Cash and cash equivalents 4 339 496
Other current receivables
— from third parties 6 19
— from Group companies 5 266 154
Total current assets 611 669
Long term receivables from Group companies 5 53 51
Investments 6 1,910 1,252
Non-current assets 1,963 1,303
Total assets 2,574 1,972
GENERAL
Kuehne + Nagel International AG directly or indirectly controls companies which are consolidated in the
Group Financial Statements.
The Financial Statements are based on the regulations of Swiss Code of Obligations (Art. 959c Abs. 1 OR).
The regulations, which are not required by law, are specified below.
Investments
The investments in subsidiaries, associates and joint ventures are recognised in the balance sheet at cost
less valuation allowance.
Receivables
— from Group companies
The balances outstanding are recorded at their nominal value less valuation allowance at year-end.
— other
Other receivables are recorded at their nominal value less valuation allowance at year-end.
Treasury shares
Treasury shares are valued at acquisition costs presented as a negative position in the equity. The profit or
loss from sale is accounted for in the Income statement.
Tax provision
Swiss taxes on income and capital are provided for at balance sheet date.
Liabilities
— towards Group companies
Liabilities towards consolidated companies are recorded at their nominal value at year-end.
Financial Statements 2017 NOTES TO THE INCOME STATEMENT AND TO THE BAL ANCE SHEET 120
Current receivables
6 DEVELOPMENT OF INVESTMENTS
Cost
Balance as of January 1, 2017 2188 2 2,190
Additions 132 – 132
Repayment/Disposals –4 – –4
Balance as of December 31, 2017 2,316 2 2,318
Cumulative amortisation
Balance as of January 1, 2017 936 2 938
Additions – – –
Disposals –530 – –530
Balance as of December 31, 2017 406 2 408
Carrying amount
As of January 1, 2017 1,252 – 1,252
As of December 31, 2017 1,910 – 1,910
A schedule of the Group‘s main direct and indirect subsidiaries and Kuehne + Nagel‘s share in the respective
equity is shown in the list of significant consolidated subsidiaries and Joint Ventures in the Consolidated
Financial Statements.
123 Financial Statements 2017 NOTES TO THE BAL ANCE SHEET
8 SHARE C APITAL
The Annual General Meeting held on May 2, 2005 approved a conditional share capital increase up to a
maximum of CHF 12 million and to add a respective section in the articles of association.
The Annual General Meeting held on May 8, 2012, approved a conditional share capital up to a maximum
of CHF 20 million for the provision of the employee share-based compensation plan of the company.
The Annual General Meeting held on May 5, 2015, approved a reduction of this conditional share capital
from CHF 20 million to CHF 2 million.
So far no use has been made of these rights. There is no resolution of the Board of Directors outstanding
for further issuance of either authorised or conditional capital.
9 RETAINED EARNINGS
10 TREASURY SHARES
Own Shares Number of All time low Maximum Average price Number of CHF million
transactions in CHF rate in CHF of transactions shares
during the during the in CHF
year year
Treasury shares are valued at average cost or market value, whichever is less.
OTHER NOTES
11 PERSONNEL
The company has no employees and therefore utilises the central services of Kuehne + Nagel Management
AG, Schindellegi (Feusisberg) for its administrative requirements. The respective costs are included in other
operational expenses.
13 MAJOR SHAREHOLDER
Detailed information in the Corporate Governance Report.
14 CONTINGENT LIABILITIES
For further information regarding contingent liabilities refer to note 44 of the Consolidated Financial
Statements.
1 T he total dividend amount covers all outstanding shares (as per December 31, 2017: 119,669,036 shares). However, shares held in treasury
on the date of the dividend declaration are not eligible for dividend payments. As a consequence, and if required, the reported total dividend
amount is adjusted accordingly.
127 Financial Statements 2017 REPORT OF THE STATUTORY AUDITOR
As statutory auditor, we have audited the financial statements of Kuehne + Nagel International AG,
which comprise the income statement, balance sheet and notes on the pages 117 to 126 for the year ended
December 31, 2017.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from mate-
rial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation
of the financial statements in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system.
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonable-
ness of accounting estimates made, as well as evaluating the overall presentation of the financial state-
ments. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended December 31, 2017, comply with Swiss law and
the company’s articles of incorporation.
We have fulfilled the responsibilities described in the Auditor’s responsibilities section of our report, including
in relation to these matters. Accordingly, our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement of the financial statements. The results of
our audit procedures, including the procedures performed to address the matters below, provide the basis
for our audit opinion on the financial statements.
Area of focus Primary functions of the Company include holding the investments in its subsidiaries as well as finan-
cing and monitoring the group’s activities. For statutory purposes, the Company is required to assess
the valuation of its investments and determine potential impairments on an individual basis (refer to
notes – accounting principles). We consider investments to subsidiaries and its related income state-
ment accounts significant to our audit as the assessment involve judgment in estimating – amongst
other factors – future revenues and margins, long-term growth and discount rates.
Our audit We examined the Company’s process of identifying investments which potentially are subject to an
response impairment and assessed the valuation model used in order to determine the recoverable amount. We
analyzed the underlying key assumptions, including future revenues and margins, long-term growth
and discount rates. We assessed the historical accuracy of the Company’s estimates and considered its
ability to produce accurate long-term forecasts. We evaluated the sensitivity in the valuation resulting
from changes to the key assumptions applied and compared these assumptions to corroborating infor-
mation, including expected inflation rates and market growth.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that
an internal control system exist, which has been designed for the preparation of financial statements
according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and the
company’ s articles of incorporation. We recommend that the financial statements submitted to you be
approved.