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Financial Statements 2016 and Management Report

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Financial Statements 2016 and Management Report Financial Statements 2016 and Management Report Hapag-Lloyd Aktiengesellschaft FINANCIAL STATEMENTS 2016 AND MANAGEMENT REPORT HAPAG-LLOYD AKTIENGESELLSCHAFT FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2016 Disclaimer: This financial statements and management report contains statements concerning future developments at Hapag-Lloyd. Due to market fluctuations, the development of the competitive situation, world market prices for commodities, and changes in exchange rates and the economic environment, the actual results may differ considerably from these forecasts. Hapag-Lloyd neither intends nor undertakes to update forward-looking statements to adjust them for events or developments which occur after the date of this report. Data for United Arab Shipping Company (UASC) is included under the condition of a successful closing of the merger with Hapag-Lloyd in 2017. The German version of this report is the legally binding document. This report was published in April 2017. 5 CONTENTS 6 MANAGEMENT REPORT 6 Company structure and shareholders 7 Operating activities 9 Company objectives and strategy 11 Corporate management 14 Principles and performance indicators 14 Important financial performance indicators 14 Important non-financial principles 18 Research and development 19 Sustainability and quality management 20 Employees 21 Remuneration report 34 Economic report 34 General economic conditions 34 Sector-specific conditions 40 Earnings position 44 Net asset position 46 Financial position 50 Statement on the overall economic position 51 Report by the Executive Board on relationships with affiliated companies 52 Risk and opportunity report 79 Disclosures and notes relevant to the takeover 82 Outlook 86 FINANCIAL STATEMENTS 86 Balance sheet 88 Income statement 89 Notes 120 RESPONSIBILITY STATEMENT PURSUANT TO SECTION 264 (2) AND SECTION 289 (1) OF THE GERMAN COMMERCIAL CODE (HGB) 121 AUDITOR’S REPORT 122 Imprint 6 MANAGEMENT REPORT MANAGEMENT REPORT COMPANY STRUCTURE AND SHAREHOLDERS Together with its subsidiaries, the Hapag-Lloyd Group (hereinafter referred to as “the Hapag- Lloyd Group”, “Hapag-Lloyd” or “the Group”) is Germany’s largest liner shipping company and one of the largest in the world, ranked on the basis of its transport capacity of approximately one million TEU. The controlling company, Hapag-Lloyd AG, is also the largest single operating company within the Group. Hapag-Lloyd AG has the following key branch offices active in the areas of sales and operations: Hapag-Lloyd Rotterdam (Rotterdam, Netherlands), Hapag-Lloyd Antwerpen (Antwerp, Belgium) and Hapag-Lloyd Denmark (Holte, Denmark). To make use of external growth opportunities, the Arabian container shipping company United Arab Shipping Company S.A.G. (UASC) and Hapag-Lloyd AG signed a business combination agreement with the purpose of merging their container shipping activities on 15 July 2016. The merger of Hapag-Lloyd and UASC is expected to take place in the first few months of 2017. At the time of preparation of the financial statements and management report of the parent company, the closing of the UASC business combination is mainly subject to the occurrence or waiver of the following conditions: • the granting of all necessary consent and waivers as well as the implementation of the amended loan documentation by the financing banks and lessors of UASC (Ltd.) and its respective controlled subsidiaries; • the entering by UASC (Ltd.) into certain unsecured debt maturity extension agreements with the relevant financing banks; and • the absence of judicial or official orders or other decisions permanently or temporarily preventing the implementation of the UASC business combination. As part of the planned integration of UASC into Hapag-Lloyd AG, a non-cash capital increase would be carried out at the time of completion of the legal merger in return for the issuing of 45.9 million shares in Hapag-Lloyd AG. The shares would originate from authorised share capital with a nominal amount of EUR 50.0 million. In accordance with the resolution passed at the Annual General Meeting of Hapag-Lloyd AG on 26 August 2016 for the creation of authorised share capital, the shareholders’ subscription rights will be excluded when the new shares are issued. HAPAG-LLOYD AKTIENGESELLSCHAFT I FINANCIAL STATEMENTS 2016 AND MANAGEMENT REPORT MANAGEMENT REPORT 7 Shareholder structure of Hapag-Lloyd AG CSAV Germany Container Holding GmbH and Kühne Holding AG, together with Kühne Maritime GmbH and HGV Hamburger Gesellschaft für Vermögens- und Beteiligungs manage ment mbH, were Hapag-Lloyd AG’s largest single shareholders as at 31 December 2016. These three anchor shareholders held a total of around 72% of Hapag-Lloyd’s share capital. They have also entered into a shareholders’ agreement whereby the voting rights from the originally acquired shares in Hapag-Lloyd AG have been pooled into a consortium company and will therefore make important decisions together. The shareholder structure of Hapag-Lloyd AG as at 31 Decem ber 2016 was as follows: Voting rights in % 2016 CSAV Germany Container Holding GmbH 31.4 HGV Hamburger Gesellschaft für Vermögens- und Beteiligungsmanagement mbH 20.6 Kühne Holding AG and Kühne Maritime GmbH 20.2 TUI AG / TUI-Hapag Beteiligungs AG 12.3 Free float 15.5 Total 100.0 The shareholders of United Arab Shipping Company S.A.G. (UASC) would receive 45.9 million shares in Hapag-Lloyd AG for the incorporation of its business activities into Hapag-Lloyd AG as a contribution in kind. The new shares would be issued using the existing authorised share capital with a nominal amount of EUR 50.0 million. This would increase the number of issued shares from 118.1 million to 164.0 million registered shares. Changes to the composition of the Hapag-Lloyd AG Supervisory Board As of the end of the Annual General Meeting on 26 August 2016, the term of the following four employee representatives on the Supervisory Board started: Ms Christine Behle, Ms Sabine Nieswand, Mr Klaus Schroeter and Mr Uwe Zimmermann. The following four employee rep- resentatives left the Supervisory Board: Mr Andreas Bahn, Mr Karl-Heinz Biesold, Mr Oliver Bringe and Ms Renate Commerell. Mr Horst Baier did not seek re-election as the shareholder representative, and the Annual General Meeting elected Ms Nicola Gehrt to replace him on the Supervisory Board. OPERATING ACTIVITIES The following reporting pertains to the Hapag-Lloyd Group excluding UASC’s business activi- ties, unless otherwise stated. Hapag-Lloyd is Germany’s largest container liner shipping company and is one of the world’s leading liner shipping companies in terms of global market coverage. Following the integration of UASC’s business activities, the Group’s core business will continue to be the shipping of containers by sea, but also encompasses transport services from door to door. HAPAG-LLOYD AKTIENGESELLSCHAFT I FINANCIAL STATEMENTS 2016 AND MANAGEMENT REPORT 8 MANAGEMENT REPORT Network of Hapag-Lloyd services Europe – Europe – North America Asia / Oceania Global network of 128 services 17 15 Intra Asia 21 Latin Africa – Med Asia / America Oceania – North America 33 17 25 Source: Company data As at 31 December 2016, Hapag-Lloyd AG had 159 container ships (previous year: 171). As at 31 December 2016, the Hapag-Lloyd Group had 366 sales offices (previous year: 366) in 121 countries (previous year: 118) and offered its customers worldwide access to a network of 128 liner services (previous year: 121). In the 2016 financial year, Hapag-Lloyd served approxi- mately 23,100 customers around the world (previous year: approximately 25,400 customers). The takeover of UASC would enable Hapag-Lloyd to strengthen its market position as one of the world’s leading container liner shipping companies, in particular in the Far East trade including the Middle East sub-trade. Hapag-Lloyd already had a relatively balanced market presence in both the East–West and North–South trades as at 31 December 2016. Hapag-Lloyd conducts its container liner shipping business in an international business envi- ronment in which transactions are invoiced mainly in US dollars and payment procedures are handled in US dollars. This relates not only to operating business transactions, but also to investment activities such as the acquisition, chartering and rental of ships and containers, as well as the corresponding financing of investments. The functional currency of Hapag-Lloyd AG and its main subsidiaries is the US dollar. The reporting currency of the individual and consolidated financial statements of Hapag-Lloyd is, however, the euro. Assets and liabilities recognised in the consolidated financial statements of Hapag-Lloyd AG are translated into euros as at the balance sheet date (closing date rate) using the middle rate of that day. The translation differences are recognised directly in the Group’s other comprehensive income. If required, hedging transactions are conducted in the Hapag- Lloyd Group to hedge against the USD / EUR exchange rate. HAPAG-LLOYD AKTIENGESELLSCHAFT I FINANCIAL STATEMENTS 2016 AND MANAGEMENT REPORT MANAGEMENT REPORT 9 The targets, framework conditions and principles upon which the Group conducts business successfully are presented below. These include achieving sustainable operating cash flows, a solid financing structure and a sound liquidity and equity base. The takeover of UASC’s business activities would lead to a significant rise in Hapag-Lloyd’s level of debt in the 2017 financial year. COMPANY OBJECTIVES AND STRATEGY The presentation of the Company objectives and strategy in the management report of Hapag- Lloyd AG refers to the Hapag-Lloyd Group. Hapag-Lloyd AG is the most important subsidiary of the Hapag-Lloyd Group. The prime strategic objective of the Hapag-Lloyd Group is to achieve long-term profitable growth measured on the basis of developments in the transport volume and the key perfor- mance indicators of EBITDA and EBIT. In terms of increasing its transport volume, Hapag-Lloyd achieved growth of more than 50% over the past seven years. This was due mainly to the takeover of CSAV’s container shipping activities in December 2014, but also to the rising global demand for container shipping services.
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