2011 AnnuAl RepoRt LifETimE PARTNERshiP · 2012. 7. 4. · 2011 AnnuAl RepoRt | sHAReHolDeRs’ letteR 3 In the 2011 fiscal year, swisslog achieved a satisfactory result overall

2011 AnnuAl RepoRtLifETimE PARTNERshiP

At 31 December unit 2011 2010 2009 2008 2007

Order intake mChf 697.1 611.1 642.0 610.4 862.9

Order backlog (at year-end) mChf 519.6 400.9 446.4 445.6 688.8

Net sales mChf 574.8 614.8 649.9 798.3 707.6

Operating profit before depreciation, amortization and impairment of goodwill (EBiTDA) mChf 27.2 28.1 39.5 41.5 41.5

Operating profit before impairment of goodwill (EBiTA) mChf 19.2 20.1 28.4 35.5 34.5

Operating profit (EBiT) mChf 19.2 20.1 28.4 29.6 34.5

Net result mChf 11.7 13.6 17.7 11.2 18.8

Total assets mChf 415.4 386.6 403.0 424.9 428.6

Net working capital1 (NWC) mChf -27.9 −17.1 −52.4 −32.2 −19.5

Net operating assets2 (NOA) mChf 77.9 76.1 48.7 64.5 88.0

Net cash3 mChf 67.5 66.1 104.3 75.4 45.5

Equity mChf 156.5 152.7 161.3 148.5 156.4

investment in property, plant, equipment and other intangible assets mChf 12.3 9.8 10.6 14.1 10.5

Employees – full-time equivalents (at year-end) Employees 2 084 2 043 2 044 2 192 2 023

EBiTA as % of sales (EBiTA margin) % 3.3 3.3 4.4 4.4 4.9

EBiTA as % of net operating assets (RONOA) % 24.3 26.4 58.3 55.0 39.2

shares at 31 December Thousands 251 277 251 277 251 277 251 277 251 277

Cash EPs4 Chf 0.08 0.09 0.12 0.08 0.08

Dividend per share Chf 0.04 0.03 0.02 0.02 0.00

1 Net working capital = current assets (excl. cash, cash equivalents, current financial assets and income tax receivables) less current liabilities (excl. financial liabilities and income tax payables)

2 Net operating assets = total assets (excl. cash, cash equivalents, current financial assets, income tax receivables, deferred tax assets and other assets) less operating liabilities and provisions (excl. financial liabilities, deferred tax liabilities and income tax payables)

3 Net cash = cash, cash equivalents and current financial assets less financial liabilities4 Related to net result before amortization, impairment, impairment of goodwill and non-cash interest expense convertible bonds (the convertible bonds were repaid as per

31 December 2009)

OvERvIEw OF SwISSlOg gROuP

2011

2007

2008

2009

2010 611.1

697.1

850.5

598.0

642.0

Order Intake *MCHF

2011

2007

2008

2009

2010 614.8

574.8

694.9

786.1

649.9

net SaLeS *MCHF

2011

2007

2008

2009

2010 20.1

19.2

34.4

35.3

28.4

eBIt *MCHF

2011

2007

2008

2009

2010 2 043

2 048

1 977

2 145

2 044

eMpLOyeeS / FuLL-tIMe equIvaLentS *(at year-end)

2007 2008 2009 2010 2011

1.75

2.00

1.50

1.25

1.00

0.75

0.50

0.25

SHare prICe deveLOpMent 2006–2010CHF

* continuing operations

OvERvIEw OF SwISSlOg

net SaLeS By dIvISIOn 2011*

56 % Europe

11 % Asia

33 % North America

net SaLeS By reGIOn 2011*

64 % WDs

36 % hCs

2011 KEY POIntS In BRIEF

LifETimE PARTNERshiPsBuilding long-term partnerships is a cornerstone of Swisslog’s business philosophy. In order to establish such “lifetime partnerships”, lasting for decades, trust is vital – and trust can only be gained through expertise and performance. By this we mean comprehensive knowledge of the industry, careful analysis of customer needs, clever concepts, proven technologies and high-performance solutions, among others. these lifetime partnerships with our customers are the central theme of this year’s Annual Report – as illustrated by three examples.

Strong order intakeSignificant increase in order intake from existing and new customers, record order intake by HCS north America and Asia in local currency.

Lower net profitnet profit fell slightly due to lower net sales and negative currency effects.

Strategic focus strengthenedProven two-division strategy reinforced through innovation and expansion of our offering; much stronger presence in Asia.

Building and expanding long-term customer relationshipsSuccessful project handovers and outstanding customer support created the basis for further long-term customer relationships.

Stable profit base, even in uncertain business environmentCustomer Support in both divisions and strong position in the core HCS market in north America guarantee a stable profit base.

12011 AnnuAl RepoRt | Contents

COntEntS

2 sHAReHolDeRs’ letteR

8 sWIssloG GRoup

10 HeAltHCARe solutIons

16 WAReHouse & DIstRIButIon solutIons

22 CoRpoRAte GoVeRnAnCe

36 FInAnCIAl RepoRt

82 ADDResses / ContACts

SWISSLOG

Who we areswisslog is a leading supplier of inte-grated solutions for logistics automation. the company focuses on intra-company logistics solutions for hospitals and automated, complex distribution centers, including the implementation of own tech-nology and software. Customers in more than 50 countries around the world rely on our decades of experience in planning and implementing integrated logistics solutions.

Healthcare Solutionsthe Healthcare solutions division offers automated solutions for hospital logistics designed to increase efficiency, improve quality in patient care and reduce operat-ing costs.

Warehouse & Distribution Solutionsthe Warehouse & Distribution solutions division supplies industry-specific solu-tions for automated distribution centers and warehouses. Its portfolio ranges from consulting services to lifetime support.

2 sHAReHolDeRs’ letteR | 2011 AnnuAl RepoRt

stRonG oRDeR IntAKe DesPIte PReVAILInG eConoMIC UnCeRtAIntY. ConsIstent FoCUs on oUR tARGet MARKets BRInGs FURtHeR sUCCess. stRAteGIC oRIentAtIon stRenGtH-eneD tHRoUGH InnoVAtIon AnD A BRoADeR oFFeRInG. stRonG sWIss FRAnC PReVents HIGHeR net sALes AnD PRoFIt. HIGHeR DIVIDenD PRoPoseD.

sHAReHoLDeRs’ LetteR

32011 AnnuAl RepoRt | sHAReHolDeRs’ letteR

In the 2011 fiscal year, swisslog achieved a satisfactory result overall. In local currency, we reported positive performance in our business. For example, the Healthcare solutions division (HCs) posted record order intake in the north America and Asia regions. Warehouse & Distribution solutions (WDs) also managed to step up order intake substantially, underscoring the confidence placed in swisslog’s expertise. Moreover, the order structure is typified by a good mix of new Business and Customer support, thus laying a solid foundation for the current fiscal year. our order backlog and balance sheet position, which reveals a sound financial situation, also developed positively.

Successful expansion in AsiaWe remain very well positioned in our target markets – hospitals at HCs, and retail, food & beverage, and pharma at WDs. We strength-ened our market position as planned. In the case of Healthcare solutions, this mainly involved the growth area of drug management and, on the Warehouse & Distribution side, light goods logistics. Further projects were acquired in these areas.

“ In Asia we have won attractive orders from both

existing and new customers ”

Remo Brunschwiler, Chief executive officer

From a geographical perspective, Asia deserves a special mention. In this region, order intake grew in both divisions, partly as a result of our newly expanded presence in the growth market of China. this latter affects HCs in particular, where we also strengthened the management structures. the focus on our target markets paid off for WDs too: the division secured additional orders in both China and southeast Asia.

Negative currency effectslike other swiss businesses operating globally, swisslog was affect-ed by the negative exchange rate developments. Whereas in local currency all key figures in the income statement have improved on the previous year, this is no longer the case when expressed in the reporting currency: net sales, eBIt and net profit actually suffered a decline year-on-year following translation into swiss francs.

High order intake and order backlog order intake showed pleasing growth, rising to MCHF 697.1 (+14.1 %, or +27.2 % in constant currrencies), on the back of a cau-tiously positive investment climate. this highlights swisslog’s ability to seize chances and to hold its own, even in the face of fierce competition. swisslog reported a substantially higher order backlog, at MCHF 519.6 (+29.6 %, or +30.8 % in constant currencies), which was largely attributable to the contribution of the Warehouse & Distribution solutions division.

the comparatively small order back log at the end of 2010 and delayed order intake in the early months of the year under review were reflected in a decline in net sales to MCHF 574.8 (−6.5 %, or +4.5 % in constant currencies). Given largely stable margins, the drop in net sales led to a reduction in eBIt to MCHF 19.2 (−4.5 %, or +14.4 % in constant currencies.

“ swisslog can hold its own – even in fiercely

competitive markets ”Hans Ziegler, Chairman of the Board of Directors

Dear Shareholders,

sAtIsFACtoRY ResULt DesPIte neGAtIVe CURRenCY eFFeCts

4 sHAReHolDeRs’ letteR | 2011 AnnuAl RepoRt

the decline in eBIt was reflected in a lower net profit of MCHF 11.7 (−14.0 %, or +5.9 % in constant currencies). the negative currency effect is particularly evident in eBIt and net profit, a substantial part of which is generated in the dollar area.

“ logistics automation will remain a growth market for

the foreseeable future ”

Hans Ziegler, Chairman of the Board of Directors

Solid balance sheetthe Group’s financial situation shows the usual solid picture: swiss log reports higher equity than in 2010, at MCHF 156.5 (+2.5 %). the increase in total assets caused the equity ratio to fall to 37.7 % (31.12.2010: 41.4 %). net cash rose slightly to MCHF 67.5 (31.12.2010: MCHF 66.1). this reflects the rising pace of order intake during the fiscal year (accompanied by more advance payments made by customers), with net cash standing at only MCHF 29.9 after the first half of 2011.

the sound result overall confirms that our business model proves its worth, especially in uncertain times: lean structures, a flexible organization and business areas with varying degrees of depen-dency on the economic cycle. swisslog passed the “stress test” in a truly difficult phase.

HCS with higher, WDS lower EBIT marginAt Healthcare solutions, order intake fell to MCHF 219.8 (−3.8 %, or +10.7 % after currency adjustment), while order backlog rose to MCHF 153.7 (+9.7 %, or +9.9 % after currency adjustment) as at 31 December 2011. net sales in turn declined to MCHF 205.6 (−5.7 %, or +9.0 % after currency adjustment). eBIt rose to MCHF 12.8 (+34.7 %, or +64.2 % after currency adjustment), specifically owing to the lower additional costs than in the previous year for resolving project-related problems in europe. the eBIt margin advanced to 6.2 % (2010: 4.4 %).

Warehouse & Distribution solutions reported a strong increase in order intake to MCHF 477.3 (+24.8 %, or +37.2 % after currency adjustment) and a significant rise in order backlog to MCHF 365.9 (+40.3 %, or +42.1 % after currency adjustment). However, this contrasted with a drop in net sales to MCHF 369.2 (−7.0 %, or +2.0 % after currency adjustment) and in eBIt to MCHF 15.3 (−19.0 %, or −13.8 % after currency adjustment). the eBIt margin n arrowed to 4.1 % (2010: 4.8 %).

Strategic focus enhancedBoth divisions strengthended their positioning by launching inno-vations, building and establishing partnerships as well as expanding the offering through targeted acquisitions. HCs secured first orders for the MedRover mobile drug cabinet, a product taken over in the acquisition of sabal Medical in 2011. MedRover is currently the only model in its class available on the market. Additional features and functionalities were incorporated in the division’s most pro-fitable product, pneumatic tube systems, in both the system design and software.

HCs also introduced novelties in the market for drug management systems: for instance, Boxpicker, the proven system for the secure storage and dispensing of medication and supplies, now also comes with a special secure compartment for narcotics.

“ through innovations, we have consolidated our leading position

in hospital logistics ”


the division thus successfully continued its strategy of contin - uously expanding its offering and providing auto mation solutions covering the entire chain of intralogistic processes, to meet the needs of hospitals of different sizes.

WDs offers one of the most comprehensive portfolios in light goods logistics, a position it confirmed in the year under review. Market demand for the tornado stacker crane, launched in 2010, and the QuickMove conveyor system increased. the innovative smartCarrier storage and transport system and the Autostore bin storage system clearly lived up to expectations in the first year after their launch.

the trend towards increased light goods logistics is reflected in the order structure: while the number of orders is growing, indi-vidual project volumes are becoming smaller. In the software area, WDs entered into an exclusive and global partnership with prismat, an expert for sAp implementation. this enables swisslog itself to implement sAp as warehouse software in projects; customers thus benefit from an expanded offering from a single source.

52011 AnnuAl RepoRt | sHAReHolDeRs’ letteR

Business strategy focused on organic growththe focus of the business strategy remains on organic growth driven by innovation. the Group is well positioned and organized to take advantage of business opportunities, for example in Asia or in the hospital market. We also have the benefit of considerable scope for selective acquisitions and partnerships to extend our geo-graphical reach as well as expand our product portfolio.

“ thanks to flexible structures, swisslog can adapt quickly to changing conditions ”


swisslog began the 2012 fiscal year with a large order backlog and good market positioning. In particular, WDs created a sound posi-tion for itself in the year under review thanks to its strong order intake. However, the division is likely to be confronted once again with high pressure on its margins for new business. In contrast, we expect a more favorable environment for HCs, as in previous years.

Cautiously positive outlook In the current year, swisslog will concentrate on maintaining its market position and on extending it on a targeted basis. successful development is to be continued through attractive offerings in new Business and the expansion of the Customer support business in existing and new markets.

the 2012 fiscal year will be shaped to some extent by the debt and currency crisis, at least in north America and europe. In this uncertain environment, swisslog derives particular benefit from those business areas that stand out through their stable con-tribution to profit. these include Customer support at both divisions and the strong position of HCs in the core north American market. Its flexible structures enable swisslog to adapt rapidly to changes and achieve optimum capacity utilization at its units.

this year has seen swisslog launch its score! program. this will in-volve optimizing structures throughout the company. the program is aimed at delivering an improvement in profits of MCHF 8–10 by 2014, but will cause one-time costs of MCHF 5–7. score! will support the company’s goal to secure an eBIt margin of around 5 % by the same target date – provided the economic environment remains stable.

In 2011, order intake partly benefited from a major order featuring an exceptionally large financial volume. such projects cannot be reckoned with every year. For the fiscal year 2012 we thus expect a reduction in order intake compared to the previous year, but an increase in net sales of 10–15 % and an improved operating profit (eBIt) of MCHF 23–26, based on exchange rates as at the end of 2011 and before the expected one-time costs arising from the score! program.

In view of the economic environment, the past year was often tur-bulent. All the more reason to thank our staff for their dedication and for the good performance they achieved.

Finally, we want to thank you, our shareholders, for the confidence you place in us. It is our pleasure to propose a dividend of CHF 0.04 per share to you at the next Annual General Meeting.

Hans Ziegler Remo BrunschwilerChairman of the Board of Directors Chief executive officer

“ Customer support and the hospital market ensure a stable

profit base for swissog ”Hans Ziegler, Chairman of the Board of Directors

6 lIFetIMe pARtneRsHIp | 2011 AnnuAl RepoRt

HANS REImANNSenior Project managerF. Hoffmann-La Roche

mARIO DOBLERKey Account manager

Swisslog

72011 AnnuAl RepoRt | lIFetIMe pARtneRsHIp

F. HoFFMAnn-LA RoCHe | KAIseRAUGst (sWItZeRLAnD)

Partnership for over 15 yearsHeadquartered in Basel, switzerland, Roche is a leader in re-search-focused healthcare with combined strengths in pharma-ceuticals and diagnostics. Roche’s personalized healthcare strategy aims at providing medicines and diagnostic tools that enable tangible improvements in the health, quality of life and survival of patients.

1994

Implementation of high-bay and miniload warehouse, on-site support by a swisslog systems operation team

2000

Material flow optimization Building 231

2007−2009

start of three-phase modernization of conveyor system

2010

Adaptation of waste disposal and construction of Building 230 as general contractor

2011order for installing materials handling equipment for a new cold storage warehouse for biotechnology pharmaceuticals at the Kaiseraugst site

“ THROUGHOUT OUR LONG-TERM PARTNERSHIP, SWISSLOG HAS SHOWN IT-SELF TO BE A PROFESSIONAL AND RELIABLE PARTNER ”HAns ReIMAnn, senior project Manager

As part of the long-standing partnership, F. Hoffmann-la Roche was able to adapt its intralogistics to handle increasingly large volumes. Kaiseraugst is the company’s only central production warehouse. Bins and pallets are picked and readied for dispatch to more than 130 countries. using swisslog logistics systems, F. Hoffmann-la Roche has achieved highly efficient processes and an outstanding delivery accuracy rate.

Future

Commissioning of the new refrigerated warehouse is planned for 2013. this will be established in a new building on the company site. swisslog will continue to do everything possible to assist F. Hoffmann-la Roche through clever concepts and exceptional customer service.

8 sWIssloG GRoup | 2011 AnnuAl RepoRt

ContInUAtIon oF PRoVen BUsIness stRAteGY. ContInUoUs eXPAnsIon oF PRoDUCt AnD seRVICe PoRtFoLIo AnD DeVeLoPMent oF neW MARKets LAY soLID BAsIs FoR FUtURe GRoWtH. neW APPoIntMents RoUnD oUt toP MAnAGeMent oF sWIssLoG GRoUP AnD HeALtHCARe soLUtIons DIVIsIon. stRAteGIC FoCUs stRenGtHeneD.

sWIssLoG GRoUP

92011 AnnuAl RepoRt | sWIssloG GRoup

In the year under review, swisslog continued its proven business strategy: focus on organic growth, development of new geographical markets and customer groups for our core segments of hospitals, retail, food & beverage as well as pharma, continuous expansion of our portfolio with innovative products and solutions.

personnel changes underpinned the further strengthening of our strategic focus. the exec-utive Committee was completed by the appointment of a new head of the HCs division. on 1.1.2012, Ceo Remo Brunschwiler handed over his interim management responsibility to Karl pühringer, who has newly joined swisslog.

Continuity and strengthening at HCS and WDSIn February 2011, stephan soderegger began his work as head of the new organizationally independent Asia region of HCs to account for the increasing importance of this market. In the north America region, by far the most profitable region for HCs, Charlie Kegley handed over management responsibility to Mike Hoganson after decades of success. this hand-over to an existing swisslog manager had been planned for a long time, so as to ensure the continued smooth running of operations in north America. pieter Feenstra, who has been in charge of the europe region since mid–2010, has succeeded in rapidly stabilizing the dif-ficult situation in some of the markets. together with the appointment of the new head of division, this means that HCs now once again has a complete management team.

At operating level, HCs boosted its impact on the Asia market, in particular investing in additional staff – a move that paid off. In January 2012, HCs secured its first order in China for a pillpick system. the customer is the Benxi Central Hospital, one of the country’s leading hospitals. WDs also attracted initial orders from new markets. the simplicity project, focus-ing on the redesign of core processes at WDs, met with success. A large number of projects were realized efficiently and successfully handed over to the customer; new products are either already in use or their introduction is being prepared.

Progress as a learning organization the learning organization (lo) initiative, launched in the previous year, was continued in the year under review. the aim of this initiative is to strengthen swisslog as a learning orga-nization. Any venture of this kind, involving a changeover from personal behavior patterns to the adoption of a corporate culture, naturally requires time. We are convinced that the initiative will support the long-term success of our business. Initial successes confirm these expectations.

BotH DIVIsIons WItH stRonG MARKet PosItIon-InG. stAFF ReInFoRCeMents At MAnAGeMent LeVeL AnD In GRoWtH MARKets

REvIEW OF 2011 Strategy · Continuation of the successful two- division strategy (WDs and HCs)

· expansion of the two HCs product groups · expansion of portfolio in the area of light goods logistics at WDs

· stronger positioning as a solution provider with a comprehensive portfolio

· expansion of offering for Customer support

Operations · Deployment of new products and systems in the hospital sector

· successful implementation and handover of major projects

· Good reception of new products for light goods logistics

· Resolution of the project-related problems at HCs europe

Personnel · Appointments made to complete the top management level of the Group and HCs

· successful handover at the top of HCs north America

· expansion and strengthening of compe-tences through targeted recruitments

· Reinforcement of Group-wide learning organization initiative

You will find further information on swisslog Group on the following website: www.swisslog.com/2011annualreport

http://www.swisslog.com/en/2011annualreport


BOB BEGLIOmINIAdministrator, Pharmacy ServicesLvHN

BEN HINNEN Head ADmS North America

Swisslog


LeHIGH VALLeY HeALtH netWoRK | PennsYLVAnIA (UsA)

Partnership for over 15 yearslehigh Valley Health network (lVHn) includes three hospitals in pennsylvania with a total of 984 acute-care beds, eight health centers, and numerous primary and specialty care physician practices. lVHn has been recognized for many years as one of America’s best hospitals, is a national magnet hospital for excellence in nursing, and has been honored eight straight years among the top integrated health networks in the united states.

1996

Installation of a pneumatic tube system at lehigh Valley Cedar Crest

2003

Installation of a pneumatic tube system at lehigh Valley Muhlenburg

2005–2008

expansion of swisslog solutions at lehigh Valley Muhlenburg and lehigh Valley Cedar Crest: installation of “pillpick” systems, a pharmacy robot that automates the packaging, storage and dispensing of medications in unit doses

2010

Delivery of a “Bullseye” tablet Cutter

2011upgrade of pillpick software to include additional interfaces to auto-populate orders based on utilization

“SWISSLOG HAS BEEN AN OUTSTANDING PARTNER, DELIvERING BEST-IN-cLASS TEcHNOLOGIES cOMBINED WITH PASSIONATE PEOPLE”BoB BeGlIoMInI, Rph, pharm D, MBA, FAsHp Administrator, pharmacy services

thanks to its partnership with swisslog, lVHn was able to reduce cart-fill time and labor hours for automation by more than 50 percent. More importantly, swisslog technology assures that lVHn provides the right drug in the right quanti-ties 100 percent of the time. In addition, lVHn successfully reduced inventory and added efficiencies by interfacing the swisslog pillpick with its drug wholesaler.

Future

lVHn plans to continue upgrading and expanding its pneumatic tube systems and is hoping to add further swisslog pharmacy automation solutions in the next several years.

12 HeAltHCARe solutIons | 2011 AnnuAl RepoRt

AnotHeR eXCePtIonAL YeAR In noRtH AMeRICA. AttRACtIVe GRoWtH PotentIAL AnD stRonGeR MARKet PosItIonInG In AsIA. stABILIZAtIon In eURoPe. neGAtIVe CURRenCY eFFeCts PReVent tHe DIVIsIon FRoM ACHIeVInG A BetteR ResULt.

HeALtHCARe soLUtIons

132011 AnnuAl RepoRt | HeAltHCARe solutIons

FURtHeR DeVeLoPMent oF ALL sYsteMs DRIVes GRoWtH. net sALes oF neW PRoDUCts Is PICKInG UP InCReAsInGLY. eXPAnsIon oF PResenCe In AsIA MoVes RAPIDLY AHeAD

the Healthcare solutions division (HCs) provides a comprehensive offering of solutions for hospital logistics automation. the portfolio is structured into two groups: Automated Materials transport systems (AMts) ensure the automated transport of basic supplies, medication and specimens. the portfolio includes both track vehicle and pneumatic tube systems for rapid on-demand transport, as well as automated guided vehicle (AGV) systems for the scheduled transport of heavy items. the Automated Drug Management systems (ADMs), for example pillpick, Boxpicker and Automatic tablet packager, optimize the logistics processes in drugs management - from dockside to bedside. Both product groups generate high benefits, in particular by improving operating efficiency and patient safety.

Improved operating results in every regionIn north America, the division’s main market, order intake reached record levels (in local currency), after already having hit a new peak in the previous year. Asia (again in local currency) likewise reported record order intake and higher net sales. Because of the strong franc, order intake in reporting currency fell to MCHF 219.8 (−3.8 %, but +10.7 % in constant currencies). the same effect was apparent for net sales at MCHF 205.6 (−5.7 %, or +9.0 % in constant currencies). order backlog rose, however, thanks to the strong order intake, to MCHF 153.7 (+9.7 %, or +9.9 % in constant currencies). In 2010, business in the europe region had been impacted by projects in which implementation problems had arisen. As just a few of these projects still required further action in the year under review, only small additional costs were incurred. the division’s eBIt advanced significantly to MCHF 12.8 (+34.7 %, or +64.2 % in constant currencies).

Organic growth through innovationHCs once again drove business forward through a broad range of further developments. Additional features and functions were incorporated in the division’s most profitable product, pneumatic tube systems, in both the system design and software. these improve the delivery of drugs and samples to meet needs as and when they arise. In practice, this creates greater opportunities to track and trace transports. HCs also launched the ‘Whisper Receiving system’ for receiving stations. this system meets the need to keep the patient environment as quiet as possible, and the intuitive touch screen technology facilitates operation.

TARGETS FOR 2012

· Maintain excellent position in core markets; consolidate reputation as a lead ing supplier of logistics automation solutions in new markets, too

· Further expansion of ADMs, especially in north America, to fully cover the medication management supply chain in hospitals of different sizes

· Growth of Customer support to boost its contribution to profit and establish lifetime relationships with all our customers

· expansion of product and service portfolio and sales markets in Asia by further extending our distribution networks and making targeted acquisi-tions

· Further optimization of structures and processes in europe

You will find further information on

the Healthcare solutions division on the following website: www.swisslog.com/2011annualreport

http://www.swisslog.com/en/2011annualreport#hcs

14 HeAltHCARe solutIons | 2011 AnnuAl RepoRt

the division secured initial orders for the MedRover mobile drug cabinet launched in January 2011. MedRover is the only model in its class available on the market today.

products were also further developed on the ADMs side. Boxpicker, the proven system for the safe storage and dispensing of medication and supplies, is now available not only in the standard version and in a dual-temperature model, but also with a special secure compartment for narcotics. A new generation of the supporting Inventory Management software (IMs) is currently being developed.

supported by these innovations and product developments, the division has been able to successfully continue its strategy of continuously expanding the offering for hospitals of different sizes and providing automation solutions covering the entire medication manage-ment supply chain.

Customer Support as the foundation for lifetime partnershipsthe Customer support business generates a substantial share of net sales, representing around 25 percent. Comprehensive and professional customer service ensures that the swisslog systems are deployed in an optimal manner and can be adapted to new needs. It forms the basis for high customer satisfaction and hence for lifetime partnerships, a key feature of many swisslog customer relationships. In this area, targeted investments have been made in personnel, products and services.

Stronger presence in growth marketsIn Asia, high growth rates are anticipated in the hospital sector. China in particular is in the process of massively increasing the number of hospitals and equipping them with auto-mated logistics systems. swisslog has grasped this opportunity by increasing its headcount in Asia and making organizational changes. Investments in China and in other promising markets, such as singapore, India and the Middle east, have been rewarded with a series of orders. these include, for example, the many projects commissioned by leading hospitals in China and those of new customers in Malaysia, Korea and Vietnam, together with initial orders for pillpick in saudi Arabia and a pneumatic tube system in Qatar.

Outlookswisslog expects investments in hospital logistics in north America and Asia to remain high, especially in the area of automated drug management. While HCs north America will focus on the ADMs product group, we are striving for greater market penetration by all our products in selected Asian countries. the europe region will further optimize its struc-tures and processes. HCs will continue to drive forward the profitable Customer support business, in order to lay the basis for additional long-term customer relationships. overall, we expect all our key figures to improve in 2012 as compared to the year under review, with contributions being made by all the regions.

mARKET DyNAmICS

· Healthcare systems all over the world remain under pressure to provide healthcare services of higher quality at lower cost

· Hospitals are increasingly adopting methods used in other industries to improve leadership, efficiency and quality

· Demand for automated logistics solutions is strong in new markets

· swisslog enjoys an outstanding reputa-tion as a global provider of high-performance systems and a high standard of customer service

· the formation of lifetime partnerships with hospitals is becoming increasingly important

COmPETITION

· Auto mated Materials transport systems (AMts) product group with largely stable competitive environment and leading position for swisslog

· Competition for Automated Drug Management systems (ADMs) differs by region and product: major competitors offer a broad range of products which are often not complementary, while smaller companies focus on selected niche markets

· Increased price pressure, depending on the project type and competitive situation

· As a comprehensive solution provider and thanks to innovations and new products, swisslog continues to occupy a privileged market position

152011 AnnuAl RepoRt | HeAltHCARe solutIons

2011

2007

2008

2009

2010 228.6

219.8

241.5

243.3

238.4

2011

2007

2008

2009

2010 866

920

770

840

846

2011

2007

2008

2009

2010 218.0

205.6

242.4

243.8

236.8

2011

2007

2008

2009

2010 9.5

12.8

23.1

24.3

22.0

ORDER INTAKEmCHF

EmPLOyEES – FuLL-TImE EquIvALENTS (AT yEAR-END)

NET SALESmCHF

EBITmCHF

30 % europe

12 % Asia

58 % north America

NET SALES By REGION

87 % AMts

13 % ADMs

NET SALES By PRODuCT GROuP *

* ADMs = Automated Drug Management systems AMts = Automated Materials transport systems


海烟物流中心

柳捷

主任工程师

郭安历

东南亚销售总监

瑞仕格

ERIC KOKSales Director Southeast AsiaSwisslog

LIu JIEChief Engineer

Haiyan Logistics Center


HAIYAn loGIstICs | sHAnGHAI (CHInA)

Partnership for the past ten yearsshanghai Haiyan logistics Development Co. is a wholesaler and distributor of tobacco, wine, food and merchandises in shanghai. It is one of the biggest players in tobacco distribution in China, among other things.

2002

Contract for realization of the shanghai Haiyan logistic Center, including a high-bay warehouse for dry goods, materials handling equipment and software

2004

operational start of distribution center, including on-site support during first 2.5 years

2006

support contract signed & renewed on a yearly base, ongoing

2009

order for cigarette carton printing project

2010

order for upgrades of label applicator as well as the swisslog warehouse management system

2011 step-by-step implementation of various upgrades

“SWISSLOG HAS BEEN SUP-PORTING US SINcE THE OPERATION OF THE DISTRI-BUTION cENTER. TODAY WE STILL RELY ON SWISSLOG’S PROFESSIONAL SERvIcES”lIu JIe, Chief engineer

the high-bay warehouse with automated picking and sort-ing systems enabled Haiyan to efficiently deal with the daily distribution of tobacco, beverages and retail goods to over 37 000 customers in the shanghai area. swisslog delivered turn-key systems to the customer and is offering lifetime Customer support to ensure the stability and availability of systems.

Future

swisslog will continue to support the installations at Haiyan Distribution Center during the whole lifetime of the solution, making every effort to extend its lifespan and keep systems up-to-date.

海烟物流│上海(中国)

18 WAReHouse & DIstRIButIon solutIons | 2011 AnnuAl RepoRt

MARKets tYPIFIeD BY A CAUtIoUsLY PosItIVe InVestMent CLIMAte. stRonG oRDeR IntAKe In tHe FACe oF ContInUInG FIeRCe CoMPetItIon, esPeCIALLY In eURoPe. InnoVAtIon AnD FoCUs ensURe tHAt tHe DIVIsIon Is WeLL PosItIoneD FoR tHe FUtURe.

WAReHoUse & DIstRIBUtIon soLUtIons

192011 AnnuAl RepoRt | WAReHouse & DIstRIButIon solutIons

stABLe ResULts DesPIte CHALLenGInG MARKets. FURtHeR IMPRoVeMent In stRAteGIC PosItIonInG

the Warehouse & Distribution solutions (WDs) division serves its customers from project conception and realization right through to providing on-site support for the day-to-day operations of automated warehouses and distribution centers. the division’s core markets are the wholesale and retail trade, the food, beverage and consumer goods sector, and the pharmaceutical industry. In these and selected niche markets, swisslog is a leading provider of complex and high-performance logistics solutions. In most of these industries, logistics account for a sizeable portion of the investment and operating costs.

Order intake grows; EBIT falls on the back of lower net sales order intake showed a pleasing development, standing well above the previous year’s figure at MCHF 477.3 (+24.8 %, or +37.2 % in constant currencies). As a result, order backlog at the end of 2011 stood at MCHF 365.9 (+40.3 %, or +42.1 % in constant currencies). By contrast, at MCHF 369.2 (−7.0 %, +2.0 % in constant currencies) net sales is lower than in the pre-vious year, owing to the low order backlog at the end of 2010 and delays in order intake in the early months of 2011. While margins remained stable, eBIt fell to MCHF 15.3 (−19.0 %, or −13.8 % in constant currencies). the shares of net sales attributable to new Business and Customer support shifted slightly in favor of new Business and have reverted to the situation prevailing before the debt and currency crisis. translation into the reporting currency consistently led to a reduction in the results of WDs, too.

Changed order structureIn the past, swisslog secured three to five major orders every year. In 2011 there were four, each with a volume of more than CHF 20 million: a distribution center for the German home retailer Gries Deco, one for Gls in singapore, the logistics subsidiary of retailer Fairprice, and another for a leading American supermarket chain, together with a frozen goods warehouse for the 3pl service provider norbert Dentressangle in Belgium. Because of the sustained trend toward more light goods logistics, the number of orders is rising all the time. on the other hand, the volume of individual projects is falling. In addition to norbert Dentressangle, three other projects were also secured in the frozen-goods sector. As a result, swisslog strengthened the leading position it has built up over many years and which is based on some 50 projects of this kind.

High level of expertise in project realizationIn the year under review, swisslog again proved its expertise in project realization. A total of approximately 40 projects were successfully completed. one good example is the success-ful acceptance of the new central distribution center by the norwegian retailer Asko. Despite strong competitive pressure, gross margin in new Business remained stable overall, especially due to the continuous improvement in quality management and processes.

TARGETS FOR 2012

· Further successes with additional innovative technologies

· Improved market presence in north America through structural adjustments

· Continuous expansion in Asia through the acquisition of medium and large orders

· Growth in the non-volatile Customer support business

You will find further information on the Warehouse & Distribution solutions division on the following website: www.swisslog.com/2011annualreport

http://www.swisslog.com/en/2011annualreport#wds

20 WAReHouse & DIstRIButIon solutIons | 2011 AnnuAl RepoRt

Success through innovation thanks to the innovations brought to market in the previous year, swisslog has become the solution provider with one of the most comprehensive portfolios for light goods logis-tics. the QuickMove conveyor system was deployed in many projects to the satisfaction of customers. the smartCarrier storage and transport system and the Autostore bin storage system clearly lived up to expectations in the first year after their launch, including projects for Brack and Antalis in switzerland and the orders awarded in January 2012 by Hama and Fossil in Germany. the WM6 software product launched two years ago was successfully rolled out in another three pilot projects in the year under review. through our partnership with prismat, an expert for sAp implementation, swisslog itself is now able to implement sAp as warehouse software in customer projects.

swisslog will enhance its strategic positioning as a leading solution provider through targeted innovations. these include the powerful picking system propick featuring work-places that are optimized regarding ergonomics and noise protection, and Freezerpick, a picking solution for deep-freeze products. picking no longer takes place in the frozen area, thereby considerably reducing the physical strain on workers. Moreover, the process is designed in a more ergonomic and efficient way. Both these innovations hold noticeable growth potential.

Aggressive growth strategy in Asiathe development of local products for the Chinese market has proved successful. In the year under review a number of projects were secured, thanks in particular to the attractive ecoMove and ecostore products. the focus on new target segments in China and southeast Asia brought initial success: the division won orders in all the new segments for this region, including retail, pharma and food & beverage. In 2011, swisslog also established its own presence in both the Republic of Korea and India. In Korea the first projects were acquired in the shape of engineering orders.

In north America, progress was achieved in developing the markets outside of our existing customer base, as is demonstrated in particular by the major order placed by a new retail trade customer in the southeast of the united states.

Attractive projects based on long-term customer relationshipsthe internal network created in the previous year to strengthen our sales, marketing and innovation activities worldwide proved its worth. However, the aim of further strengthening the less volatile Customer support business was not yet achieved in the year under review. In 2012 the focus will be placed on the further development of high-margin areas such as systems operations, software support and service.

swisslog accompanies many customers over decades. these lifetime partnerships result in attractive expansion and renewal projects. the extension of a refrigerated warehouse for the swiss pharmaceutical company F. Hoffmann-la Roche and the modernization of the production facility of the Californian winemaker e. & J. Gallo Winery are just two examples.

Outlookthanks to its high order backlog, WDs embarked on the current year with a moderate degree of optimism. Admittedly, the market environment is likely to get more difficult as the year progresses, but we nevertheless anticipate profitable growth thanks to our strong market positioning, further operational improvements and the launch of new prod-ucts and technologies. We expect the biggest potential for expansion to lie in Asia, owing to the rising demand for automation.

mARKET DyNAmICS

· Biggest growth potential in Asia and north America

· As yet few signs of a downturn · Continuing trend towards automation owing to the shortage of less qualified labor, high fuel and land prices and the megatrends of urban development and Internet commerce

· Increased offering of powerful picking solutions and solutions for mixed palletizing and case picking

· Growing importance of scalable, flexible solutions and of ergonomics and green warehousing

COmPETITION

· slow consolidation of the industry · entry of smaller providers into individual export markets

· Growing access to new markets · Creation of small and informal partner-ships

· High competitive pressure in europe

212011 AnnuAl RepoRt | WAReHouse & DIstRIButIon solutIons

2011

2007

2008

2009

2010 382.5

477.3

609.1

354.9

403.8

2011

2007

2008

2009

2010 1 159

1 147

1 187

1 285

1 180

2011

2007

2008

2009

2010 396.8

369.2

452.6

542.6

413.2

2011

2007

2008

2009

2010 18.9

15.3

22.8

21.3

15.1

71 % europe

11 % Asia

18 % north America

ORDER INTAKEmCHF

EmPLOyEES – FuLL-TImE EquIvALENTS (AT yEAR-END)

NET SALESmCHF

EBITmCHF

NET SALES By REGION

43 % Customer support

57 % new Business

NET SALES By BuSINESS AREA

22 CoRpoRAte GoVeRnAnCe | 2011 AnnuAl RepoRt

CoRPoRAte GoVeRnAnCe

24 GRoup stRuCtuRe AnD sHAReHolDeRs

25 CApItAl stRuCtuRe

26 BoARD oF DIReCtoRs

30 exeCutIVe CoMMIttee

32 CoMpensAtIon RepoRt

33 sHAReHolDeRs’ pARtICIpAtIon

34 CHAnGe oF ContRol AnD DeFense MeAsuRes

35 AuDItoRs

35 InFoRMAtIon polICY

232011 AnnuAl RepoRt | CoRpoRAte GoVeRnAnCe

Corporate Governance at a glanceAccording to the definition given by the “swiss Code of Best practice for Corporate Gov-ernance” issued by economiesuisse, the swiss Business Federation, Corporate Governance “encompasses the full range of principles directed towards shareholders’ interest seeking a good balance between direction and control and transparency at the top company level while maintaining decision-making capacity and efficiency.”

swisslog applies the “swiss Code of Best practice” and has implemented the Code’s guiding principles of good corporate governance by establishing corporate governance practices that are tailored to swisslog’s situation. the cornerstone of swisslog’s corporate governance practices for the year under review is the following:

Capital Structureswisslog has a single share class, with each share entitling the holder to one vote at General Meetings of shareholders; no voting rights restrictions apply. A potential purchaser is required to make a public takeover offer upon reaching the threshold of voting rights as provided for by the stock exchange Act (no opting-up or opting-out).

Organizationthe Board of Directors, responsible for the strategic direction and overall governance of the company, consisted of members, all of whom are non-executive and independent; business management is delegated to the Ceo. the members of the Board of Directors are individually elected for staggered terms of three years. the Board of Directors has established an Audit and Risk Management Committee as well as an HR Committee from among its members.

Compensation SystemCompensation for the Board of Directors and the executive Committee is based upon a modern compensation system. the compensation system for the executive Committee comprises both a fixed base salary and a variable salary (subject to the achievement of performance targets), as well as a long-term performance share plan.

Reportingswisslog reports semi-annually on business performance (using the IFRs accounting stan-dards) and pursues an open reporting policy towards the financial market.

the structure of the following corporate governance report follows the Directive on Information Relating to Corporate Governance published by the sIx swiss exchange. unless otherwise stated, data refers to 31 December 2011.

CoRPoRAte GoVeRnAnCe


GRoUP stRUCtURe AnD sHAReHoLDeRs

Group structurethe swisslog Group’s operational group structure reflects the division of its operations into the two divisions Healthcare solutions and Warehouse & Distribution solutions. the swisslog Group is managed by the Board of Directors through the executive Com - mittee which oversees the divisions. For detailed information on the activities of the two divisions, please refer to pages 10 et seq. of this Annual Report. For reporting by segment according to IFRs, please refer to pages 50 et seq. (2011 Financial Report, note 3 to the Consolidated Financial statements).

swisslog Holding AG, headquartered in Buchs / Aarau, switzerland, is the ultimate parent company of the swisslog Group. the regis-tered shares of swisslog Holding AG are traded on the sIx swiss exchange, Zurich (securities no.: 1 232 462, IsIn CH0012324627). the market capitalization of swisslog Holding AG as of 31 De-cember 2011 amounted to MCHF 173.4. For further details on the share capital of swisslog Holding AG, please refer to page 79 (2011 Financial Report, Key figures for share capital).

All companies of the swisslog Group that are consolidated are itemized on page 78 (2011 Financial Report, subsidiaries and invest-ments).

Significant shareholderspursuant to the information available to the company, the share-holders listed below had shareholdings held for their own account in an amount exceeding 3 percent of voting rights of swisslog Holding AG as of 31 December 2011:

According to a disclosure notification under the stock exchange Act, Goldenpeaks ltd, saint peter port, Guernsey, held 4.25 percent of the voting rights on 12 May 2011 (disclosure notification that voting rights exceed the thres hold of 3 percent by acquisition of shares); on 3 June 2011, Goldenpeaks ltd. held 5.05 percent of voting rights (disclosure notification that voting rights exceed the threshold of 5 percent by acquisition of shares). According to the share register, Goldenpeaks ltd. held 6.9 percent of voting rights on 31 December 2011.

According to a disclosure notification under the stock exchange Act, the collective investment schemes represented by pictet Funds sA, Geneva, in its capacity as licensee, together held 4.06 percent of voting rights on 12 May 2011 (disclosure notification that vot-ing rights have fallen below the threshold of 5 percent by sale of shares; further, voting rights of the fund pictet (CH) swiss Mid small Cap represented by pictet Funds sA have fallen below the threshold of 3 percent by sale of shares). According to the share register, the collective investment schemes represented by pictet Funds sA together held less than 5 percent of voting rights on 31 December 2011.

According to a previous disclosure notification under Art. 20 stock exchange Act, Baillie Gifford & Co, edinburgh, held between 3 and 5 percent of voting rights on 31 December 2011. Baillie Gifford & Co filed no disclosure notification in the year under review.

Disclosures of shareholdings according to Art. 20 of the stock exchange Act can be found in the sIx database for significant share holders: www.six-exchange-regulation.com/obligations/ disclosure/major_ shareholders_en.html.

Cross-shareholdingsthe swisslog Group has not entered into any cross-shareholdings with other companies as far as equity capital or voting rights are concerned.


Shares and share capitalthe share capital of swisslog Holding AG stands at CHF 2 512 769.84, all of which is fully paid. the share capital consists of 251 276 984 registered shares with a par value of CHF 0.01. each share registered entitles the holder to one vote at General Meetings of swisslog Holding AG.

neither conditional nor authorized capital exists. the company has not issued participation certificates (Partizipationsscheine) or profit sharing certificates (Genussscheine).

For more information about the share capital please refer to page 79 (Financial Report 2011, Key figures for share capital).

Changes to the share capitalno changes in capital took place within the last three financial years.

Limitation on transferability and nominee registrationsswisslog Holding AG’s Articles of Association do not provide for a percentage limitation on the registration of shares with voting rights (restriction on transferability). the Articles of Association contain a nominee provision: the registration of persons holding shares in a fiduciary capacity for undisclosed third parties is limited to 3 percent of the registered share capital. Registered shares of nominees with voting rights exceeding this limit can be entered in the share register only if the respective nominee discloses the names, addresses and shareholdings of the persons for whose account he holds 1 percent or more of the registered share capital as entered in the commercial register. A statutory group clause applies for nominees acting in concert.

Convertible bonds and warrants / optionsswisslog Holding AG and its Group Companies have no convertible bond or options on shares outstanding. no employee options exist.

CAPItAL stRUCtURe


BoARD oF DIReCtoRs

1 Hans Ziegler Chairman, non-executive since 2004; term expires 2014 Audit and Risk Management Committee

2 Jürg Rückert Vice-Chairman, non-executive since 2004; term expires 2012 Audit and Risk Management Committee, Chairman

3 Heinz Bachmann Member, non-executive since 2007; term expires 2013 Human Resources Committee

4 Johann Löttner Member, non-executive since 2009; term expires 2012 Audit and Risk Management Committee

5 manfred Schuster (until 31.12.2011)1 Member, non-executive since 2004; term expires 2014 Human Resources Committee, Chairman

1 Manfred schuster resigned from the Board of Directors on 31.12.2011

21

3 45


BoARD oF DIReCtoRs

members of the Board of Directorsnone of the members of the Board of Directors currently holds or has formerly held an executive function within the swisslog Group. no member of the Board of Directors has any material business relationship with the swisslog Group.

Hans Ziegler, Chairman, born 1952, SwissHans Ziegler is Chairman of the Board of Directors of swisslog Holding AG. He earned a degree as a business economist (KsZ) and completed postgraduate studies in business administration and information technology at tCu Dallas-Fort Worth, usA. After holding a number of positions, including CFo at Alcon pharmaceuticals Cham / Fort Worth, usA, and CFo of usego trimerco Group as well as Globus Group, he founded a consulting company operating in switzerland and abroad in 1996, specializing in corporate restructur ing, turnaround management, and repositioning. From August 2009 until May 2010 he was delegate of the Board of Directors and Ceo of oC oerlikon Corporation AG. Hans Ziegler is Chairman of the Board of Directors of Charles Vögele Holding AG, member of the Board of Directors of oC oerlikon Corporation AG and serves on the board of a number of other, non-listed swiss and foreign companies.

Jürg Rückert, vice-Chairman, born 1945, SwissJürg Rückert is Vice-Chairman of the Board of Directors of swisslog Holding AG and chairs its Audit and Risk Management Committee. He graduated in economics (lic. rer. pol.) from the university of Basel. Jürg Rückert is the owner of C.M.C. Consulting Management Coaching AG. He has held various management positions in the swiss retail sector, including various functions at Denner, as Coo of Waro and uHC (Bon appétit Group), and as Ceo of useGo. Jürg Rückert is inter alia Chairman of Zuckerfabriken Aarberg + Frauenfeld AG and lagerhausgenossenschaft (lHG) Berne, Vice-Chairman of réservesuisse and of Gs 1 and a member of the Board of Directors of Distribution suisse Holding sA, Valrhône sA, lüchinger+schmid AG, Groba AG, and Zellweger Management Consultants AG.

Heinz Bachmann, member, born 1942, SwissHeinz Bachmann holds a degree in engineering from the Fachhoch-schule für textilindustrie in Reutlingen, Germany. He acted as president and Ceo of saurer textile systems from 1990 to 2003 and subsequently became a member of the Board of Directors of saurer Management AG. previously he was a director and member of the executive Committee of Rieter, lauffenmühle-Gruppe, and Wellington Industries. Heinz Bachmann is a Visiting professor and academic consultant at Donghua university in shanghai, China. Heinz Bachmann is Vice-Chairman of the Board of Directors of Burckhardt Compression AG as well as a member of the Board of Directors of Hunziker AG and Grob AG.

Johann Löttner, member, born 1949, AustrianJohann löttner studied economic and social sciences at the Johannes Kepler university in linz, Austria, and graduated with a degree in business studies. His long-standing activities in the intralogistics industry include various senior executive roles within the siemens and Mannesmann Groups; from 2003 until 2005 he acted as head of the logistics and Assembly systems Division of siemens AG. From 2006 until 2007, he was Ceo of the Dematic Group. Johann löttner is interim CFo of schuberth GmbH, Magdeburg, and a member of several supervisory and Advisory Boards in Germany and abroad.

manfred Schuster, member (until 31 December 2011), born 1953, German Manfred schuster chaired in the year under review the HR Commit-tee of the Board of Directors. He resigned for personal reasons from the Board of Directors effective 31 December 2011. Manfred schuster was trained as an industrial manager. After having completed a trainee program at siemens, he held various management positions at the siemens group, including a divisional CFo position at siemens Data Ges.m.b.H., Austria, and as member of the executive Boards of siemens nixdorf Germany and siemens Business services Germany. He acted as general manager for affiliates of the siemens group. In 1999 he became a member of the executive Board of oracle Germany and was responsible for its consulting business. From 2001 until 2006 Manfred schuster was CIo of Deutsche post DHl and served as general manager of affiliates of the Deutsche post DHl group, e.g. at Deutsche post Itsolutions GmbH and from 2006 until 2007 at Williams lea Deutschland GmbH. He served as a member of the supervisory Boards of various affiliates of the siemens group and of the Deutsche post DHl group, inter alia at siemens nixdorf Informationssysteme AG, at GFt technologies AG, at Deutsche post eBusiness GmbH (Chairman) and at einsnull It-support GmbH (Chairman).


Elections and terms of officepursuant to the Articles of Association, the Board of Directors shall consist of at least five members, elected at the General Meeting of shareholders for a term of three years. A member of the Board of Directors who has reached the age of 70 shall retire automatically at the next ordinary General Meeting of shareholders. our practice is to elect members of the Board of Directors individually and for staggered terms. Members may be re-elected.

Internal organizational structure and definition of areas of responsibility the Board of Directors has issued Bylaws that regulate the orga-nization and prescribe procedures for the Board of Directors, the delegation of management to the executive Committee, the allocation of authority and the reporting system.

the Board of Directors is responsible for the overall governance of swisslog Holding AG and the swisslog Group and for overseeing the management of its affairs. the Board of Directors has the organi-zational and financial responsibility and determines the strategic objectives, the general ways and means to reach them and the persons to be charged with management. Accordingly, the responsi-bilities of the Board of Directors comprise, among other things, the determination of the overall strategy and the legal and operational structure of the Group, decisions on the compensation of the Board of Directors, decisions on appointments to and compensation of the executive Committee and on the basic compensation strategy of the Group, the adoption of the business plan and the annual budget, the structuring of the accounting system, of the financial controls as well as of the system for internal control, the allocation of functions and authority between the Board of Directors and the Ceo, and the enactment of basic corporate policies.

under the Bylaws, the Board of Directors has assigned the entire business management function to the Chief executive officer (Ceo), who assumes this function with the support of additional members of the executive Committee. the Board of Directors has determined the financial authority of the executive Committee and has reserved the right to approve all matters that exceed this authority. the Ceo is responsible for strategy implementation and for carrying out resolutions of the Board of Directors. the Ceo is also responsible for the organization, management, and control of the overall busi-ness and affairs for the company, for supervising management, for managing the accounting system, and for all reporting to the Board of Directors. He prepares proposals for the Board of Directors, including strategy, the organization of the Group and appointments to the executive Committee, the business plan, and the annual budget.

the Chairman of the Board of Directors is entrusted with the man-agement of the Board. He assures the flow of information within the Board of Directors and between the Board of Directors and the executive Committee. He arranges the convocation and preparation of meetings and establishes the agenda. He conducts the meetings and monitors the implementation of decisions made by the Board of Directors. the Chairman is in constant contact with the Ceo. the Vice-Chairman carries out the duties of the Chairman of the Board of Directors in his absence.

the Board of Directors is self-constituted and elects the Chairman, Vice-Chairman and members of committees from among the Board members.

the Board of Directors holds meetings as often as required, but at least four times during the year. the Ceo and CFo regularly attend the meetings of the Board of Directors. If needed, additional persons are included in the meeting if they are responsible for a specific agenda item. on the occasion of at least one meeting per year, the Board of Directors focuses on one specific division and includes that division’s management. In the year under review the Board of Directors convened seven ordinary meetings of the Board of Directors, which lasted between two hours and a full day. one circular resolution was passed. For two meetings, one member of the Board of Directors was unable to attend.

Committeesthe Board of Directors set up two committees to assist it in its work: the Audit and Risk Management Committee and the HR Com-mittee. the Committees support the Board of Directors by prepar-ing the business of the Board in their area of responsibility and by monitoring the implementation of Board decisions. they report to the Board of Directors during its meetings and file proposals as necessary. Decision-making authority and responsibility remain with the Board of Directors.

Audit and Risk management Committeethe Audit and Risk Management Committee consists of three non- executive, independent Board members: Jürg Rückert (Chairman), Johann löttner, and Hans Ziegler. the Committee convenes at least three times a year, reporting on its activities to the Board of Directors on an ongoing basis. the Committee has the following primary functions: In the field of financial reporting, the Com - mittee evaluates the financial report and the half-year report and submits its recommendation for approval to the Board of Directors. the Committee monitors the external auditors, their independence, audit planning and execution. the auditors are required to report their findings to the Committee, and the Committee recommends on improvements to the audit process. the Committee assesses the organization, quality and functioning of the internal control system, internal audit procedures and compliance. the Committee monitors and assesses the risk management systems and risk


management processes of the Group. the corporate Internal Audit and Compliance functions report to the Committee. the CFo, the Ceo and the external auditors attend meetings of the Committee. In the year under review the Committee met three times, with meetings lasting two to three hours.

HR Committeethe HR Committee consists of two non-executive, independent Board members: Manfred schuster (Chairman) (until 31 December 2011) and Heinz Bachmann. the Committee convenes at least twice a year, reporting to the Board of Directors when the latter convenes. the main functions of the Committee are to monitor the Group’s compensation strategy, compensation programs and instruments. the Committee is responsible for monitoring remuneration for the Board of Directors, Ceo and executive Committee; employee benefit policies and plans; administration of employee stock ownership plans; development and career plans; and to carry out compensa-tion comparisons. the Head of Corporate Human Resources and the Ceo, if required, regularly attend meetings of the Committee. In the year under review the HR Committee met three times, with meetings lasting about two hours.

Information and controlling instruments vis-à-vis the Executive Committeethe Ceo and the CFo brief the Board of Directors when it convenes on the Group’s current business performance, including the status of budget attainment. the division heads in turn report to the Ceo in the regular executive Committee meetings and on the occasion of the institutionalized quarterly business reviews. At least once a year during one of its meetings, the Board of Directors focuses on one specific division, with the involvement of divisional management. the entire executive Committee attends those meetings of the Board of Directors that discuss the budget or the business plan.

the Board of Directors is provided with monthly written reports from the Management Information system (MIs) of the swisslog Group. the Management Information system consists of the follow-ing: monthly, quarterly, half-yearly, and annual reporting (balance sheet, income statement and statistical data) of specific swisslog subsidiaries. the figures are consolidated for the regions, divisions and the Group and then reported. they are also compared with the previous year’s figures, the budget, and the forecast established quarterly.

the Ceo and CFo regularly attend the meetings of the Board of Directors. If needed, additional persons responsible for a specific agenda item are included. Required attendees of the Audit and Risk Management Committee meetings are the CFo and the Ceo. Required attendees at the HR Committee meetings are the Head of Corporate Human Resources and the Ceo, if needed.

the Chairman of the Board of Directors is provided with the min-utes of the meetings of the executive Committee. He is in constant contact with the Ceo. the Ceo keeps the Chairman of the Board continually informed about important business matters and any unusual matters promptly as they arise.

each member of the Board of Directors has the right to obtain information from the executive Committee and any other officer on all of the Group’s business affairs. Article 715a of the swiss Code of obligations governs the information and inspection rights of the Board of Directors.

Internal Audit carries out audits of certain companies in the swisslog Group each year, particularly focusing on the implementa-tion of the internal control system and compliance with required policies and processes. the main focal points of the audit are determined by the Audit and Risk Management Committee, on the one hand based on the reports of the external auditors, and, on the other, in consultation with Group Risk Management. Internal Audit reports to the Audit and Risk Management Committee.

the material strategic, operational, and financial risks of the Group are covered by the executive Committee annually as part of the annual business plan development process and are detailed in a risk matrix. As part of the budgeting process, the risk matrix is reviewed, updated and completed. Risks are categorized based on their prob-ability of occurrence and their potential financial impact (outflow of resources and / or effect on the income statement). For each listed risk, prevention and mitigation measures as well as responsibilities and monitoring of developments are defined. the Board of Directors discusses and approves the risk matrix established by the executive Committee on an annual basis.


2

1

3

5

4

eXeCUtIVe CoMMIttee

1 Remo Brunschwiler Chief executive officer (Ceo), president of Healthcare solutions ad interim (April 2010 until 31.12.2011)

2 Charlie Kegley president of Healthcare solutions north America (until 31.12.2011)

3 Daniel Fink president of Warehouse & Distribution solutions

4 Christian mäder Chief Financial officer (CFo)

5 Philipp uschatz Head of Corporate Human Resources


the executive Committee consists of the Chief executive officer (Ceo), the Heads of the Healthcare solutions and Warehouse & Distribution solutions divisions, the Chief Financial officer (CFo) and the Head of Corporate Human Resources.

Between April 2010 and December 2011, the Ceo held also the function of president of the Healthcare solutions division ad interim. the previous president, Charlie Kegley, as president Health-care solutions north America, concentrated on the region and in this function continued to be a member of the executive Committee until his age-related resignation effective at the end of 2011. the president of the Healthcare solutions division position was filled at the beginning of 2012.

the Ceo reports to the Board of Directors. the remaining members of the executive Committee report to the Ceo. the Ceo is entrusted with conducting the business of the Group. He performs this task with the support of the other members of the executive Committee. the Board of Directors appoints the members of the executive Committee, including the Ceo.

Remo Brunschwiler, Chief Executive Officer and until 31 December 2011 President Healthcare Solutions, born 1958, Swiss Remo Brunschwiler is Chief executive officer of the swisslog Group since 1 March 2003. He headed the Healthcare solutions division ad interim from April 2010 until year-end 2011. Remo Brunschwiler studied economics at the university of Basel and holds an MBA from InseAD, Fontainebleau, France. Between 1996 and 2003 he headed the eurocargo division of Danzas. From 1989 to 1996, he was a consultant at McKinsey in switzerland and Germany for logistics and pharmaceutical companies. He began his career as a strategic planner with Ciba-Geigy AG in Basel and as product manager for pharmaceuticals with Ciba-Geigy in Italy. Remo Brunschwiler is a member of the Board of Directors of Holcim (schweiz) AG and of papyrus AB, sweden (until February 2012).

Charlie Kegley, President of Healthcare Solutions North America (until 31 December 2011), born 1946, American Charlie Kegley was president of Healthcare solutions north America from 1996 until the end of 2011. He was president of the Health care solutions division between April 2003 and March 2010. He gradu-ated with a Bachelor of science in mechanical engineering from penn state university, usA. Charlie Kegley’s first project and sales experience was in the field of computerized conveying systems with the powers Regulator Company and MCC powers-transitube, usA. Charlie Kegley was Vice-president of translogic Corporation from 1985 to 1996 and president of translogic Corporation from 1996 to 1999. Following its acquisition by swisslog, he continued to hold this position within the swisslog Group.

Daniel Fink, President of Warehouse & Distribution Solutions, born 1961, SwissDaniel Fink has been president of the Warehouse & Distribution solutions division since July 2008. He graduated in law from the university of Zurich and was admitted to the bar. After two years as legal Counsel with nCR switzerland, Daniel Fink joined Georg Fischer AG, where he held several management positions, at the Group’s headquarters in switzerland as well as in the usA and China, for about 15 years. Before joining swisslog, he led the Asian division of GF piping systems and acted as China Delegate of the Corporate Ceo.

Christian mäder, Chief Financial Officer, born 1969, SwissChristian Mäder has been Chief Financial officer of the swisslog Group since December 2005. He is a swiss-certified expert in accounting and controlling. Christian Mäder occupied various positions in swisslog’s finance department from 2000 to the date of his appointment. From 1993 to 1999, he was with a subsidiary of the Motor-Columbus Group as Head of Finance Controlling and worked as a management consultant for Bearingpoint from 1999 to 2000. Christian Mäder is a member of the Board of Directors of o. Kleiner AG.

Philipp uschatz, Head of Corporate Human Resources, born 1963, Swissphilipp uschatz has been Head of Corporate HR since november 2006. He studied at the swiss Federal Institute of technology (etH), where he graduated as a mechanical engineer, subsequently also earning a ph.D. in management from the same institution. From 2000 to 2006, philipp uschatz was with Geberit, likewise as Head of Corporate HR, and before that he worked in various HR positions at siemens schweiz AG. In the first few years after completing his studies, philipp uschatz was a management consultant with the BWI foundation (now GFo).

management contractsno management contracts with companies or individuals outside the swisslog Group exist.

eXeCUtIVe CoMMIttee


Board of DirectorsDirectors’ compensation is proposed by the HR Committee, approved by the Board of Directors and documented in relevant regulations. Directors’ compensation is adjusted from time to time. Compensa-tion consists of a fixed monthly fee, paid quarterly. Furthermore, Directors are eligible to participate in the share matching plan of swisslog.

Executive Committeethe Board of Directors and the executive Committee aim to maintain a modern compensation system, which allows the Group to retain executives or recruit new executives with the appropriate qualifications. Furthermore, the system must align the interests of shareholders with the interests of the executives and foster a performance-oriented corporate culture.

Cash compensation of members of the executive Committee consists of a fixed base salary and a variable salary. the base salary plus the variable salary of executives shall result in a competitive target cash compensation. the salaries are reviewed and, where appropriate, adjusted annually on 1 April. the following parameters are considered when reviewing individual salaries: · Financial situation of the Group · expected average salary increase rates in the country where the particular member of the executive Committee is employed

· Individual performance and management conduct (assessed by a standardized performance appraisal process)

· Individual compensation level relative to the market median

Individual compensation levels are assessed regularly on the basis of an analytical job evaluation and by means of a complementary compensation benchmark. the job evaluation method, the job evaluation, and the compensation benchmark are provided by an external compensation specialist company. the compensation benchmark includes survey data as well as publicly accessible com-pensation data and relates exclusively to swiss companies which are comparable to swisslog’s size, complexity, and industry.

Variable salaries are based in detail on the factors described in the following section “Variable salary scheme for executive Committee members and upper management.”

the compensation of the executive Committee members is based on the above approach, which is consistently applied for the Group’s upper management. In general, the base salary is 65 percent and the target variable salary 35 percent of the total cash compensation of an executive Committee member.

the HR Committee proposes target cash compensation of the executive Committee members as well as their calculated variable salary for approval by the Board of Directors.

variable salary scheme for Executive Committee members and upper managementVariable salaries are paid annually and are based on the extent to which qualitative targets as well as financial targets for the Group, the division or region have been achieved. the following financial objectives can apply: · operating profit (eBIt) or net result · order intake · Average net working capital days

the use of the three parameters above ensures that profitability (eBIt / net result), growth (order intake), and the efficient use of capital (average net working capital days) are appropriately and consistently incentivized.

Within this scope, the objectives and their weighting are agreed upon with each member of the executive Committee at the begin-ning of the business year. In the year under review, qualitative objectives generally comprised 30 percent of the total weight with the remaining 70 percent focused on financial objectives. targets relate to budget figures set by the Board of Directors. the maximum variable salary is the double of the target variable salary. no variable salary is paid if predefined minimum targets are not achieved.

Variable salary awards are calculated based on the audited results according to IFRs. the targets were partly missed in the year under review; the variable salaries of the members of the executive Committee for 2011 thus fall short of the target value; they did so in 2010, too.

Share matching plan (long-term incentive scheme)under the swisslog share matching plan, participants agree to buy a certain number of swisslog shares at market price or to bring in swisslog shares from their private portfolios (“base shares”). participants can dispose of their base shares only after a blocking period of three years. upon the expiration of the three years’ block-ing period, participants receive free swisslog shares (“matching shares”), where the number depends on how many base shares the participant had bought and on the level of achievement of a three-year performance target. participants receive one matching share per base share if the target is met at 100 percent. the performance target relates to a ratio that combines profits and cost of capital; the plan aims at the long-term creation of company value.

the swisslog share matching plan was implemented in 2008. since then, grants have been made annually as of 1 July. the terms and conditions for the grants offered to eligible persons have remained unchanged since the implementation of the plan. the plan shall be continued with further grants on a yearly basis. eligibility for the plan is limited to Directors, members of the executive Committee, and members of the second management tier. participation in the plan is optional for the eligible persons.

CoMPensAtIon RePoRt


the matching shares of the first grant (2008) have vested in 2011; participants have received 44 matching shares per 100 base shares. In total, 151 947 matching shares have been transferred to directors and members of the executive Committee.

Additional compensation components and employment conditionsBesides cash compensation (base salary and variable salary), the members of the executive Committee are entitled to pension and social security benefits that are legally prescribed or customary in their countries of origin.

Based on the systematic compensation benchmark, the Board of Directors has increased the pension benefits for the swiss employed members of the executive Committee as of 1 April 2011. By doing so their benefits have been adjusted to an average level in the swiss market.

Besides pension and social security benefits, all members of the executive Committee are also provided with a company car.

the notice requirement for members of the executive Committee is a maximum of 12 months. Details on benefits following a change of control are given in the section “Change of Control and Defense Measures” on page 34.

Compensation in the year under reviewFor Board and executive Committee compensation disclosure based on the requirements of the swiss law on obligations, please refer to page 72 (2011 Financial Report, note 9 to the Financial statements of swisslog Holding AG).

voting rights and representation restrictionsthe Articles of Association do not stipulate any voting rights restrictions; each share registered in the swisslog Holding AG share register entitles the holder to one vote at General Meetings of shareholders. on nominee provisions see page 25, “limitations on transferability and nominee registrations.”

the Articles of Association do not restrict the rules on represen-tation in General Meetings from the applicable legal provisions. shareholders may be represented at the General Meeting of shareholders by a proxy of their choice, the Corporate proxy, the Independent proxy or a Deposit proxy. A proxy needs not be a shareholder. A shareholder can only appoint one proxy.

Statutory quorumsthe Articles of Association do not stipulate any special quorums. the General Meeting of shareholders shall pass its resolutions and conduct elections by an absolute majority of the votes repre-sented unless the law stipulates otherwise. A correctly convened General Meeting of shareholders is capable of acting regardless of the number of shareholders present and shares represented.

sHAReHoLDeRs’ PARtICIPAtIon


Convocation of the General meeting of Shareholders and agendaGeneral Meetings of shareholders are convened in accordance with applicable legal provisions. the General Meeting is convened by the Board of Directors and, in cases stipulated by law, by the auditors.

upon the request of one or several shareholders who together represent at least 10 percent of the company’s share capital, the Board of Directors shall convene a General Meeting of shareholders. the request must be made in writing and state the purposes for the meeting, including proposed agenda items.

the convocation of the General Meeting of shareholders is an-nounced once in the company’s official publication. shareholders may under the Articles of Association also receive written notifi-cation of the convocation. notice must be given at least 20 days before the day of the meeting and state the subjects for discussion and proposals to be included on the agenda. In the event elections will be held at the meeting then such notice must contain the names of the proposed candidates.

shareholders representing shares with a par value of CHF 100 000 may request under the Articles of Association that a subject for discussion be included on the agenda. their request for such an inclusion must be submitted in writing at least 40 days before the scheduled date of the General Meeting and state the subject for discussion and proposals of the shareholder.

Inscription into the share registerthe cut-off date for entitlement to vote at the General Meeting of shareholders will generally be seven days prior to the date of said meeting.

Duty to make an offerswisslog Holding AG has waived its right to include in the Articles of Association any so-called opting-out or opting-up clauses which would limit or abrogate the obligation to make a public takeover offer under the rules contained in Article 32 of the stock exchange Act. In accordance with said Article 32 of the stock exchange Act, any shareholder of swisslog Holding AG who acquires shares in swisslog Holding AG directly, indirectly or by mutual arrangement with a third party, and thereby exceeds the threshold of 331⁄3 percent of the voting rights, is required to submit a purchase or exchange offer to all shareholders of swisslog Holding AG. Any such offers shall also be subject to the minimum-price rules of the stock exchange Act.

Clauses on changes of control swisslog generally seeks to avoid employment contracts which provide for any extraordinary obligations. However, under special circumstances and for certain categories of employees, it cannot always be ruled out that certain special terms and conditions will be negotiated. this is the case for one member of the executive Committee, with whom it was agreed that in the event of a signifi-cant change of control of the company – be it through a material change in the ownership of the company or through a change in the Board of swisslog Holding AG – said member would be entitled to a severance payment equal to approximately twice the member’s annual compensation. such payment will become due either if the member decides within three months of the change of control to leave the company or if he is terminated.

In case of a public takeover or a merger, the swisslog share matching plan (cf. page 32 et seq., “share matching plan”) would terminate and the matching shares granted would vest early, at a level assuming at least 100 percent target achievement. the block-ing period for the base shares would expire early. Based on a target achievement of 100 percent, members of the Board of Directors, the executive Committee, and members of the second management tier are at present entitled to a total of 1 693 350 matching shares.

CHAnGe oF ContRoL AnD DeFense MeAsURes


Duration of mandate and term of office of the Lead Auditorthe independent auditors are elected at the General Meeting of shareholders for a term of one year. At the General Meeting 2011, ernst & Young AG, Basel, was re-elected as auditor. ernst & Young AG has been acting as auditor since 2005. the partner Mr. philip Klopfenstein has served as lead Auditor since 2010. A change of lead Auditor is mandatory at least every seven years.

Auditing fees and other feesernst & Young charged the swisslog Group approximately MCHF 0.9 for auditing services and less than MCHF 0.1 for additional services, particularly for tax consulting, in the year under review.

Informational instruments pertaining to the external auditon behalf of the Board of Directors, the Board of Directors’ Audit and Risk Management Committee exercises supervision and control of external audits. the auditors usually take part in meetings of the Audit and Risk Management Committee. the Committee approves the auditing plans. the auditors report verbally and in writing on audit execution, auditing results and recommendations (interim audits and year-end audit), with these reports being analyzed and passed by the Committee, and submitted to the Board of Directors for approval. the Committee monitors the independence of the auditors, the adequacy of auditing fees, and the commission from auditors of services other than auditing. In the year under review, the auditors attended the three meetings of the Audit and Risk Management Committee and attended the meeting of the Board of Directors that discussed the year-end financial statement.

the swisslog Group is committed to an open reporting policy vis-à-vis all stakeholder groups and the financial markets. swisslog advocates open dialogue and is proactive in its communication with clients, staff, shareholders, the media and the general public. the company’s information policy is based on five principles: · Consistency and clarity · Continuity and topicality · transparency and verifiability · equal information for all · Compliance with all legal and regulatory provisions

In order to keep its shareholders updated on business performance, swisslog Holding AG publishes a half-year and an annual report.

Business reports and financial information, press releases and various presentations are all available on the website at www.swisslog.com under “Media Relations” and “Investor Relations”, respectively.

Media and analysts’ conferences are held at least once a year. swisslog publishes important information in keeping with the sIx swiss exchange’s disclosure regulations governing price-sensitive information (ad hoc publicity).

Key datesend of fiscal year: 31 DecemberAnnouncement of annual results: 13 March 2012General Meeting of shareholders: 18 April 2012end of half-year: 30 JuneAnnouncement of half-year results: 20 August 2012

exact dates can be viewed at www.swisslog.com under “Investor Relations.”

For more contact information please refer to page 82 of this Annual Report.

AUDItoRs InFoRMAtIon PoLICY

36 FInAnCIAl RepoRt | 2011 AnnuAl RepoRt

37 2011 ConsolIDAteD FInAnCIAl stAteMents oF sWIssloG GRoup

38 Consolidated Balance sheet

39 Consolidated Income statement and Consolidated statement of Comprehensive Income

40 Consolidated Cash Flow statement

41 Consolidated Changes in equity

42 notes to the Consolidated Financial statements

67 Report of the statutory Auditor

68 2011 FInAnCIAl stAteMents oF sWIssloG HolDInG AG

69 Balance sheet

70 Income statement

71 notes to the Financial statements of swisslog Holding AG

75 Report of the statutory Auditor

78 suBsIDIARIes AnD InVestMents oF sWIssloG GRoup

79 KeY FIGuRes FoR sHARe CApItAl

80 ConsolIDAteD DAtA FoR tHe pAst FIVe YeARs

FInAnCIAL RePoRt

372011 annual report | financial report

2011 consolidated financial statements of swisslog group

financial report | 2011 annual report38

At 31 December, in MCHF Note 2011 2010

assets

property, plant and equipment 4 14.0 13.2

Goodwill 5 78.8 72.3

other intangible assets 4 16.5 12.9

Deferred tax assets 14 5.8 6.7

investment in an associate 6 4.4 0.0

other assets 7 4.9 6.0

Non-current assets 124.4 111.1

inventories 8 23.0 23.3

trade receivables 9 112.4 78.2

amount due from customers for construction contracts 10 50.1 38.8

income tax receivables 4.6 4.6

prepaid expenses and accrued income 11 10.6 13.4

other receivables 11 2.7 12.9

current financial assets 12 0.3 1.0

cash and cash equivalents 12 87.3 85.3

Current assets 291.0 257.5

total assets 415.4 368.6

equity aNd liabilities

equity attributable to equity holders of the parent

– Share capital 13 2.5 2.5

– Share premium 80.5 80.4

– treasury shares 13 −1.9 −2.4

– retained earnings 141.8 137.6

– currency translation reserves −66.4 −65.4

equity 156.5 152.7

Deferred tax liabilities 14 1.9 0.9

employee benefit liabilities and similar liabilities 15 7.9 7.3

Non-current liabilities 9.8 8.2

trade payables 16 56.9 54.8

amount due to customers for construction contracts 10 103.5 72.6

provisions 18 8.8 9.9

income tax payables 2.3 3.8

accrued expenses and deferred income 17 32.8 33.2

other liabilities 17 24.7 13.2

financial liabilities 19 20.1 20.2

Current liabilities 249.1 207.7

total liabilities 258.9 215.9

total equity aNd liabilities 415.4 368.6

consolidated Balance sheet


CoNsoliDAteD iNCoMe stAteMeNt

1 January to 31 December, in MCHF Note 2011 2010

Net sales 574.8 614.8

Other operating income 0.8 1.2

Material and service expenses 20 250.5 268.9

personnel expenses 20, 21 225.7 238.8

other operating expenses 20 72.2 80.2

Depreciation and amortization 4 8.0 8.0

oPeRatiNG PRoFit (ebit) 19.2 20.1

financial income 22 2.1 2.1

financial expenses 22 −1.5 −1.7

Share of loss of an associate 6 −0.6 0.0

Result beFoRe taX 19.2 20.5

income taxes 14 −7.5 −6.9

Net Result 11.7 13.6

attributable to:

equity holders of the parent 11.7 13.6

eaRNiNGs PeR sHaRe 25 cHf cHf

Basic earnings per share 0.05 0.05

Diluted earnings per share 0.05 0.05

CoNsoliDAteD stAteMeNt oF CoMpreHeNsive iNCoMe

1 January to 31 December, in MCHF 2011 2010

Net Result 11.7 13.6

currency translation differences −1.0 −16.6

otHeR ComPReHeNsive iNCome −1.0 −16.6

total ComPReHeNsive iNCome 10.7 −3.0

attributable to:

equity holders of the parent 10.7 −3.0

consolidated income statement and consolidated statement of comprehensive income


1 January to 31 December, in MCHF Note 2011 2010

CasH Flow FRom oPeRatiNG aCtivities

net result 11.7 13.6

adjustments for:

– income taxes 14 7.5 6.9

– Depreciation and amortization 4 8.0 8.0

– net financial result 22 −0.6 −0.4

– Share of loss of an associate 6 0.6 0.0

– change in employee benefit liabilities and similar liabilities 0.5 −0.2

– Gain (+) / loss (−) from sales of tangible assets −0.1 0.1

– Share-based payment expenses 21 0.2 0.1

– other non-cash transactions 0.0 −0.5

income taxes paid −6.0 −6.6

Cash flow before working capital changes 21.8 21.0

increase (−) / decrease (+) of:

– inventories 0.0 −2.4

– trade receivables, amount due from customers for construction contracts, prepaid expenses, accrued income and other receivables −33.0 −13.1

increase (+) / decrease (−) of:

– trade payables 2.2 −4.4

– amount due to customers for construction contracts 32.4 −17.7

– other liabilities and accrued expenses and deferred income 10.9 −0.8

– provisions −1.8 −1.1

Cash flow from working capital changes 10.7 −39.5

Net CasH Flow FRom oPeRatiNG aCtivities 32.5 −18.5

CasH Flow FRom iNvestiNG aCtivities

investments in property, plant and equipment 4 −5.0 −5.3

investments in other intangible assets 4 −7.3 −4.5

Disposal of property, plant, equipment and other intangible assets 0.3 0.2

cash outflow on acquisition of subsidiary 1.24 −6.6 0.0

investment in an associate 6 −4.4 0.0

other assets 7.1 1.0 −0.8

interest received 0.6 0.8

Net CasH Flow FRom iNvestiNG aCtivities −21.4 −9.6

CasH Flow FRom FiNaNCiNG aCtivities

acquisition of non-controlling interests 1.24 0.0 −0.1

financial liabilities 19 0.0 0.1

interest paid −0.4 −0.3

other financial expenses paid −0.6 −0.9

Dividend payment 26 −7.5 −5.0

purchase (−) / sale (+) of treasury shares 13.1 0.2 −0.7

Net CasH Flow FRom FiNaNCiNG aCtivities −8.3 −6.9

currency translation differences on cash and cash equivalents −0.8 −3.7

Net CHaNGe iN CasH aNd CasH equivaleNts 2.0 −38.7

CasH aNd CasH equivaleNts at beGiNNiNG oF yeaR 85.3 124.0

CasH aNd CasH equivaleNts at eNd oF yeaR 12 87.3 85.3

consolidated cash flow statement


consolidated changes in equity

MCHF Noteshare

capitalshare

premiumtreasury

stockretained earnings

reserve for currency

translationdifferences total

Non-controlling

intereststotal

equity

at 31 deCembeR 2009 2.5 80.3 −1.7 128.9 −48.8 161.2 0.1 161.3

net result 2010 13.6 13.6 13.6

other comprehensive income −16.6 −16.6 −16.6

total ComPReHeNsive iNCome 0.0 0.0 0.0 13.6 −16.6 −3.0 0.0 −3.0

change in treasury stock 13 −0.7 −0.7 −0.7

Share-based payment 21 0.1 0.1 0.1

Dividends 26 −5.0 −5.0 −5.0

acquisition of non-controllinginterests 1.24 0.1 0.1 −0.1 0.0

at 31 deCembeR 2010 2.5 80.4 −2.4 137.6 −65.4 152.7 0.0 152.7

net result 2011 11.7 11.7 11.7

other comprehensive income −1.0 −1.0 −1.0

total ComPReHeNsive iNCome 0.0 0.0 0.0 11.7 −1.0 10.7 0.0 10.7

change in treasury stock 13 0.5 0.5 0.5

Share-based payment 21 0.1 0.1 0.1

Dividends 26 −7.5 −7.5 −7.5

at 31 deCembeR 2011 2.5 80.5 −1.9 141.8 −66.4 156.5 0.0 156.5

Foreign Currency exchange Rates

income statement Balance sheet

Currency Country Unit 2011 2010 2011 2010

auD australia 1 0.9143 0.9572 0.9548 0.9536

caD canada 1 0.8962 1.0121 0.9208 0.9383

cnY china 1 0.1371 0.1540 0.1494 0.1419

DKK Denmark 100 16.5473 18.5637 16.3577 16.7870

eur europe 1 1.2329 1.3825 1.2191 1.2515

GBp uK 1 1.4211 1.6105 1.4505 1.4500

HKD Hong Kong 1 0.1139 0.1343 0.1211 0.1206

MYr Malaysia 1 0.2897 0.3240 0.2968 0.3058

noK norway 100 15.8102 17.2589 15.6298 16.0060

nZD new Zealand 1 0.7002 0.7516 0.7261 0.7243

pln poland 1 0.3003 0.3463 0.2748 0.3155

SeK Sweden 100 13.6581 14.4722 13.6369 13.9470

SGD Singapore 1 0.7047 0.7649 0.7243 0.7313

uSD uSa 1 0.8864 1.0432 0.9428 0.9371

Zar South africa 1 0.1226 0.1424 0.1160 0.1411


notes to the consolidated financial statements

1. Consolidation and accounting principles

1.1 General information

Swisslog’s consolidated financial statements are prepared in accordance with the international financial reporting Standards (ifrS) as issued by the inter-national accounting Standards Board (iaSB). this is in conformity with the Swiss law and the requirements of the SiX Swiss exchange. the consolidated financial statements are based on the individual financial statements of the Group companies and have been prepared under the historical cost conven-tion, except for balance-sheet positions measured at fair value. all figures included in the consolidated financial statements and notes to the consoli-dated financial statements are presented in cHf million (McHf) and rounded to one decimal place after the point except where otherwise stated. the parent company, Swisslog Holding aG, is listed at SiX Swiss exchange and is a Swiss public limited company domiciled in Buchs / aarau.

1.2 New standards and iFRiC interpretations

a) Standards and ifric interpretations effective in 2011:

Since 1 January 2011, Swisslog Group applied the following international financial reporting Standards (ifrS) and ifric interpretations.

ifrS 1 (amendment) first-time adoption of ifrS

iaS 24 (revised) related party disclosures

iaS 32 (amendment) financial instruments: presentation

ifric 14 (amendment) prepayments of a minimum funding requirement

ifric 19

extinguishing financial liabilities with equity instruments

improvements to ifrS 2010

the implementation of these new or revised standards and interpretations had no material impact on Swisslog Group’s consolidated financial statements.

b) Standards and ifric interpretations issued but not effective:

these standards and ifric interpretations will be adopted by Swisslog Group when they become effective (see listed dates below). no standards or inter-pretations, which are described below, have been early adopted.

ifrS 1 (amendment) first-time adoption of ifrS 1 July 2011

ifrS 7 (amendment) Disclosure of financial instruments (transfer financial assets)

1 July 2011

ifrS 7 (amendment) Disclosure of financial instruments (offsetting financial instruments)

1 January 2013

ifrS 9 financial instruments: presentation 1 January 2015

ifrS 10 consolidated financial statements 1 January 2013

ifrS 11 Joint arrangements 1 January 2013

ifrS 12 Disclosure of involvement with other entities

1 January 2012

ifrS 13 fair value measurement 1 January 2013

iaS 1 (amendment) financial statements presentation 1 July 2012

iaS 12 (amendment) income taxes 1 January 2012

iaS 19 (revised) employee benefits 1 January 2013

iaS 27 (revised) Separate financial statements 1 January 2013

iaS 28 (revised) investments in associatesand joint ventures

1 January 2013

iaS 32 (amendment) financial instruments: presentation 1 January 2014

ifric 20 Stripping costs of a surface mine 1 January 2013

improvements to ifrS 2011

iaS 19 (employee benefits) will be revised as follows: With the elimination of the corridor-method, the actuarial gains and losses will be recognized in the consolidated other income. this could cause a higher volatililty of the equity. additionally, instead of the interest expense of the benefit obligation and the expected return from the plan assets, interest is charged by applying the discount rate on the net funded status of the pension plan. Based on the 2011 figures, the unrecognized actuarial losses (McHf 31.7), after deduction of deferred taxes, would have reduced the equity by McHf 24.3. furthermore, the 2011 operating profit less deferred taxes would have been charged with McHf 0.3.Swisslog Group expects no material impact on Swisslog Group accounts from the other not effective new or revised standards.

1.3 Consolidated companies and principles of consolidation

the consolidated financial statements include Swisslog Holding aG and all Group companies, which are operationally or otherwise controlled (Group companies). the Group companies are those companies controlled, directly or indirectly, by Swisslog Holding aG, where control is defined as the power to govern the financial and operating policies. this control is normally evidenced when Swisslog Holding aG owns, either directly or indirectly, more than 50 % of the voting rights. Group companies are fully consolidated from the date on which control is transferred to Swisslog Holding aG. they are deconsolidated from the date that control ceases. identifiable assets and liabilities acquired as well as contingent liabilities assumed in a business combination, are mea-sured initially at fair value at the acquisition date. the Group companies are accounted for using the full-consolidation method. the purchase method is used to account for acquisition of Group companies by Swisslog Group. intragroup transactions, balances and unrealized gains on transactions between Group companies are eliminated. the list of consoli-dated companies is presented on page 78. investments in associates are accounted for using the equity method of accounting and are reported separately in the balance sheet. associates are all entities over which Swisslog Group has significant influence but not control, generally accompanying a shareholding of between 20 and 50 % of the voting rights. under the equity method, the investment in the asso ciate is initially recognized at cost and the carrying amount is subsequently adjusted in order to recognize the investor’s share of the profit or loss of the investee after the date of acquisition. When changes have been recognized directly in the equity of the associate, Swisslog Group recognizes its share of any changes and discloses this, when applicable, in the consolidated changes of equity. a potential goodwill is part of the carrying amount and is not amortized, but tested for any indication of impairment. the financial statements of the as-sociate are prepared for the same reporting period as Swisslog Group. When necessary, adjustments are made to bring the accounting policies in line with those of Swisslog Group.

investments, which do not meet the described conditions above, are treated as financial instruments (see note 1.8).

1.4 Foreign currencies translation

the functional currency of each Group company is the currency of the primary economic environment in which the entity operates. assets (incl. goodwill denominated in foreign currencies) and liabilities of the foreign Group companies and balance-sheet items in foreign currencies are trans-lated at the closing exchange rate on the balance-sheet date. income and expenses are translated at the average annual exchange rate. the foreign currency exchange rates are disclosed on page 41. Differences arising from the exchange of transactions or balance-sheet items in foreign currencies are recorded in the income statement. unrealized differences resulting from the translation of long-term loans to Group companies and differences arising from the translation of foreign affiliate statements are recorded directly in the consolidated other comprehensive income (part of the equity). at the time of loss of control the accumulated translation differences are recycled from the consolidated other comprehensive income to the income statement and are included in the gain or loss from the sale.


1.5 material accounting estimates and assumptions

the preparation of the consolidated financial statements requires the use of certain critical accounting estimates and assumptions, which influence the published income and expenses, the assets and liabilities as well as the comments in the notes. actual results could substantially differ from those estimated and assumed. the positions involving a higher degree of judgement or complexity, or positions where estimates and assumptions are significant to the consolidated financial statements, are especially the following:

a) GoodwillGoodwill is defined as intangible asset with an indefinite lifetime and is tested for impairment at least annually. these calculations require an estimate of the future cash flows of the respective cash-generating units to which good-will has been allocated. especially wrong estimates and assumptions for the value-in-use calculations of the goodwill might lead to revised assessments of recoverability (see note 5).

b) construction contracts and project-related provisionsthe accounting for construction contracts according to the percentage-of-completion method requires a reliable determination of the project pro-gress and the project related manufacturing costs. the manufacturing costs incurred to date are set in proportion to the total estimated costs which will incur up to the customer acceptance of the project. provisions for construc-tion contracts are recognized when the manufacturing costs including costs for warranty, exceed the sales price of the project. thereby the valuation of each project is periodically analyzed and updated by internal project risk reviews (see note 10).

c) provisions and contingent liabilitiesprovisions and contingent liabilities are recorded and disclosed, respectively, if the requirements (see note 1.16) thereto are fulfilled. the probability of an outflow of resources is based on periodical assessments by management (see note 18).

d) income taxesas per balance-sheet date, Swisslog Group has recognized deferred tax assets on tax loss carry-forwards (see note 14.3). the recognition is based on the estimated future positive development of the profits.

1.6 Property, plant, equipment and leasing

property, plant and equipment are measured at cost less accumulated depreciation. costs include the purchase price plus directly related costs which occur for bringing the asset to the location and in condition necessary for it to be capable of operating in the manner intended by management. property, plant and equipment are depreciated over the estimated useful life using the straight-line method, i.e. 25 to 50 years for buildings, 3 to 15 years for plant and machinery (mostly 5 to 8 years) and 3 to 10 years (mostly 3 to 5 years) for office machinery and fittings including computer hardware. property, plant and equipment are excluded from the financial statements at the time of disposal. profit or loss resulting from the disposal of property, plant and equipment is shown in the income statement.the book value and the estimated useful life of the assets are reviewed an-nually. an asset’s carrying amount is written down immediately to its recov-erable amount, if the asset’s carrying amount is greater than its estimated recoverable amount. the recoverable amount is the higher of an asset’s fair value less cost to sell or value in use. leased assets in which all benefit and risk is transferred to Swisslog Group are classified as financial leases. financial lease agreements are reported at the fair value of the leased objects or, if lower, at the present value of the mini-mum lease payments. the corresponding financial lease liabilities are shown as liabilities according to their term of maturity at their present value less repayments calculated by the annuity method. as per end of 2011 Swisslog Group has no financial lease agreements, but discloses operating leases which are recognized as operating expenses in the income statement (see note 23).

1.7 intangible assets

Swisslog classified its intangible assets into three categories:

a) GoodwillGoodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for non-control-ling interest over the net identifiable assets acquired and liabilities assumed. negative goodwill (badwill) is fully recorded in the income statement at the time of the acquisition. Goodwill, allocated to the cash-generating units, is not amortized, but tested annually and whenever there is an indication that the intangible asset may be impaired for its recoverability. the cash-gener-ating units correspond to the operating segments according to the segment reporting (see note 3). Where an impairment exists, the carrying amount is written down immediately to its recoverable amount; the recoverable amount is the higher of an asset’s fair value less cost to sell or value in use. impair-ment losses recognized for goodwill are not reversed in subsequent periods.

b) Development expensesexpenses incurred on development projects are capitalized to the extent they fulfil the following criteria: technical feasibility of completing the intangible asset, Swisslog Group’s intention and ability to complete, use or sell it, Swisslog Group’s availability of adequate technical, financial and other resources, the ability to generate probable future economic benefits and to measure reliably the expenditure attributable to the intangible asset during its development. recognized development costs are amortized over their estimated useful life (not exceeding 6 years) using the straight-line method. as soon as the product is used its assets are tested for impairment annually and whenever there is an indication of impairment. research and other development costs are recognized as expenses as incurred. the capitalized development costs as per balance-sheet date mainly include internally developed software and a self-used project management solution with a limited useful life.

c) otherlicenses, software, patents, trademarks and similar rights are recognized at cost, minus accumulated amortization. amortization is calculated using the straight-line method over the estimated useful life not exceeding 20 years. if a shorter period is justified by economic considerations, the term for amorti-zation is reduced accordingly. no intangible assets with an indefinite useful life exist as per the balance-sheet date except for goodwill.

1.8 Financial instruments

a) classification and reporting of financial instruments Swisslog Group designates its financial instruments into the following five categories. the classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its finan-cial instruments at initial recognition and reviews it at each balance-sheet date. note 2 includes an overview of the existing financial instruments at Swisslog Group split into categories and classes.

Financial assets at fair value through profit or loss this designation is split into two subcategories: financial assets held for trading and those designated at fair value through profit or loss at inception (fair value option). a financial instrument that is acquired principally for the purpose of generating a profit from short-term fluctuations in price, is classi-fied as financial assets held for trading and included in current assets.

Held-to-maturity investmentsfinancial instruments with fixed maturity that management intends and has the ability to hold to maturity are classified as held-to-maturity financial instruments and are included in non-current assets, unless the repayment is due within twelve months after the balance-sheet date. Swisslog Group has no held-to-maturity financial instruments as per the balance-sheet date.


loans and receivablesloans and receivables are non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market. they arise when Swisslog Group provides money, goods or services directly to a debtor with no intention of trading with the receivable. they are measured at amortized costs and are included in current assets, except for maturity exceeding twelve months after the balance-sheet date which are classified as non-current assets.

available-for-sale financial assetsavailable-for-sale financial assets are non-derivative financial assets which are either designated as available-for-sale financial assets or which are not designated to any of the other categories; furthermore, there is no inten-tion of trading with these financial instruments. the available-for-sale financial assets are included in non-current assets unless management has the clear intention to sell them within 12 months after the balance-sheet date. Swisslog Group has no available-for-sale financial instruments as per balance-sheet date.

other liabilitiesincluded in this category are non-derivative financial instruments which re present an obligation for a future cash payment and where there is no intention of trading with them.

b) Measurement of financial instrumentspurchases and sales of financial instruments are recognized on the date that Swisslog Group commits to purchase or sell an asset (trading date). at the initial re cognition, financial assets and liabilities are recorded at fair value. except for “financial assets at fair value through profit or loss”, the fair value also includes the cost of transaction.

after their initial recognition, financial assets are measured, depending on their category, as described below.

Financial assets at fair value through profit or loss Such assets are subsequently measured at fair value. changes in fair value (realized and unrealized gains and losses) are included in the income state-ment in the period in which they arise.

Held-to-maturity investments Such investments are measured at amortized cost using the effective yield method.

loans and receivables those are measured at amortized cost using the effective yield method.

available-for-sale financial investments Such investments are subsequently measured at fair value. changes in fair value (unrealized gains and losses) are recorded in the equity. at the time of a sale or impairment these accumulated fair value adjustments in equity are recycled to the income statement.

other liabilities Such liabilities are measured at amortized cost using the effective yield method.

c) Measuring fair value the fair value of financial assets is based on current market prices. the valua-tion is based on different levels depending on the availability of market data. note 2.4 shows the allocation of the financial assets measured at fair value to the three levels of the fair value measurement hierarchy: in the first level the fair value is based on publicly quoted prices from an active market as per balance-sheet date (e.g. share prices from a stock exchange). in the second level the fair value valuation is based on observable input factors – either directly or indirectly – whereas in the third level the valuation is derived from non-observable input factors (e.g. Dcf valuation based on business plans from the management). the face value less any estimated adjustments for financial assets and liabilities with a maturity of less than one year are as-sumed to approximate their fair values. the fair value of financial liabilities

for disclosure purpose is estimated by discounting the future contractual cash flows at the current market interest rate available to Swisslog Group for similar financial instruments.

d) Derivative financial instruments and hedging transactionsSwisslog Group uses derivative financial instruments mainly for hedging currency risks from future cash flows which arise from the project business without applying hedge accounting according to iaS 39. Derivative finan-cial instruments are initially recognized in the balance sheet at cost and are subsequently remeasured at their fair value. Gains and losses are directly recognized in the income statement. the method of recognizing the resulting gain or loss depends on the nature of the item being hedged. on the date a derivative contract is entered into, Swisslog Group designates certain derivative financial instruments as either a hedge of a forecasted transaction or of a firm commitment (cash-flow hedge) or a hedge which does not qualify for hedge accounting.

1.9 inventories

inventories are measured at the lower of cost or net realizable value. the net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of conversion and less estimated cost of dis-tribution. Manufacturing costs comprise individual material, the production costs and the production overheads. cost is determined on the basis of the weighted average cost calculation.

1.10 trade receivables

trade receivables are measured at amortized cost less allowances. Doubtful accounts are measured individually and, if necessary, impaired. indications for impairment are: substantial financial problems of the customer, a declara-tion of bankruptcy or a likely financial reorganization or a material delay in payment. the amount of the provision is the difference between the asset’s nominal amount and the net present value of estimated future cash flows and is recognized in the income statement within other operating expenses. When a trade receivable is uncollectible, it is booked out against the allowance.

1.11 Construction contracts

construction contracts are medium- to long-term orders which are gener-ally based on fixed-price contracts. construction contracts are recognized using the percentage-of-completion method. Sales and manufacturing costs are included in the financial statements on the basis of the proportion of cumulated manufacturing costs to the total estimated manufacturing costs – the stage of completion – up to the customer’s final acceptance (completion). regular progress statements about the stage of completion are obtained from the suppliers and included as cost accruals in the cumulated manufacturing costs. each individual project is either classified as current asset or as current liability depending on the financing ratio. identifiable losses are immediately recognized to the extent that manufacturing costs, including expected costs for warranties, guarantee work and subsequent work, up to the expiration of the warranty period exceed the contract price and are recognized in the amount due to and from customers for construction contracts, respectively.

1.12 other current assets and liabilities

other receivables and tax receivables are measured at their net realizable value. prepaid expenses are measured at the lower of purchase cost or realiz-able value. other short-term liabilities, accrued expenses and deferred income comprise liabilities with a maturity of less than 1 year; these are recognized at fair value. the measurement of the financial instruments within these positions is described in note 1.8.


1.13 Cash, cash equivalents and current financial assets

cash and cash equivalents include cash on hand, postal and bank balances plus money at call and term deposits with an initial maturity of less than three months shown at fair value.current financial assets (held for trading) comprise all securities which can be readily converted into cash, including money market investments with an initial maturity of three to twelve months. these are classified and measured at fair value through profit or loss at inception. changes of the fair value of cash, cash equivalents and current financial assets are recognized in the income statement.

1.14 equity

the nominal value and the premium of the shares of Swisslog Holding aG are classified as equity. treasury shares and incremental costs directly attributable to the issue of new shares are shown in equity as a deduction. Dividends are deducted from equity in the period in which they were approved.

1.15 liabilities

employee benefit liability and similar liabilities include the obligations from employee benefits based on defined benefit plans (see note 1.22) and are not considered as financial instruments according to iaS 39. trade payables include liabilities with a residual term of less than one year.

1.16 Provisions and contingent liabilities

provisions are recognized when Swisslog Group has a present legal or con-structive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. provisions are classified as short-term when their usage is expected to occur within the usual operating cycle.provisions for product warranties are made to the extent of the expected outflow of resources. for costs that are expected to arise in connection with plant closures, the disposal of companies or business units and restructurings, the provisions are made at the time of approval and the public announcement of the planned measures.a contingent liability is disclosed in note 18.2, unless the possibility of any outflow of resources in connection with a liability is remote.

1.17 order intake

order intake is reported based on binding agreed customer orders. frame agreements are not shown as order intake. legally binding volume commit-ments based on frame agreements are reported as order intake.

1.18 order backlog

order backlog corresponds to order backlog at year-end of the previous year plus order intake of the current year minus net sales of the current year (calculated in the respective local currency).

1.19 Revenue recognition

revenue from construction contracts is based on the percentage-of-comple-tion (poc) method (see note 1.11). revenue from the sale of goods is recognized when significant risks and rewards of ownership of the goods are transferred to the buyer. revenue includes the invoiced value for the sale of goods or services net of value-added tax, rebates and discounts.Maintenance revenue and interest income are recognized on a time-propor-tion basis. Dividend income is recognized when the right to receive payment is established.

1.20 borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of the asset shall be capitalized. all other borrowing costs are expensed in the period they occur. no borrowing costs are capitalized at Swisslog Group since in general no assets are constructed for its own use.

1.21 income taxes

income taxes are calculated on the basis of the respective tax rates and tax legislation, which are valid in the respective countries at closing date. the income taxes include current and deferred taxes and are recognized on a accrual basis in the income statement, with the exception of positions di-rectly recognized in the consolidated other comprehensive income (part of equity) or directly in the equity. Deferred taxes result from the temporary differences between the book value of an asset or a liability in the balance sheet and its tax value. Deferred taxes are evaluated on a tax rate which is enacted or already announced on the balance-sheet date and will be used in the period in which the basic asset was realized or the liability was settled. Deferred taxes are reported under non-current assets and liabilities.Deferred tax assets as well as tax loss carry forwards are recognized if the probability of future taxable profits exists and the temporary differences can be counted against. if taxation is not likely to happen, no deferred taxes are recognized from a different valuation of interests of Group companies.

1.22 employee benefits

according to ifrS, Swisslog Group operates mainly defined benefit pension schemes but also defined contribution plans. a defined contribution plan is a pension plan under which Swisslog Group pays fixed contributions into a pension fund. Swisslog Group is under no legal or constructive obligation to pay further contribution if the fund does not hold sufficient assets to cover employee benefits from the current and previous business years. all other pension plans are classified as defined benefit plans.

a) Defined benefit planscurrent and former employees receive benefits and pensions based on the corresponding legal and national requirements. future liabilities are calculated using actuarial methods. for service-based pension plans the present value of the entitlement (defined benefit obligation) is calculated based on length of service, anticipated growth in wages and salaries and adjustments to pensions (projected unit-credit method). the plan assets are measured at fair value. the net liability (employee benefit liability and similar liabilities) and the net asset (other assets), respectively, represents the defined benefit obligation less the fair value of the plan assets, adjusted for unrecognized actuarial gains or losses (see notes 7 and 15). annual pension costs calculated according to actuarial principles are shown, net of employee contributions, including past service costs in the income statement. plan amendments, curtailments and settlements are recognized in the income statement. actuarial gains and losses are accounted for over the average remaining working-period of the employee if they exceed the 10 % corridor.

b) Defined contribution plansSwisslog Group’s contributions to defined contribution plans are charged to the income statement in the period to which the contributions relate.

c) Share-based paymentsSwisslog Holding aG offers an employee share matching plan to a limited number of participants. this plan starts on 1 July (grant date). the first grant took place in 2008. the shares are measured at fair value at the time of the grant date. the number of vesting shares is estimated as per each balance-sheet date during the vesting period of three years. the total expense per grant is calculated by multiplying the estimated number of vesting shares with the share price at grant date, and is recorded under personnel expenses on a pro rata basis over the vesting period.


1.23 Related parties

a person or an entity is related to Swisslog Group if it controls Swisslog Group directly or indirectly or has a significant influence over it. the related parties of Swisslog Group therefore consist of the Board of Directors, the executive committee, post employment benefit plans, associated companies and shareholders with 10 % or more percent of the voting rights of Swisslog Holding aG.

1.24 Changes in consolidation scope

in 2011 the consolidation scope changed due to the acquisition of the following company.

segment since equity interest

Sabal Medical inc., uSa

Healthcare Solutions 10 January 2011

100 %

as per 10 January 2011 Swisslog Group acquired 100 % of the shares of Sabal Medical inc. the purchase cost amounted to McHf 8.1. Sabal Medical inc. has been included in the consolidation scope of Swisslog Group as of 10 January 2011. the goodwill (non-tax-deductible) consists primarily of anticipated synergy potential between Sabal Medical inc. and the Healthcare Solutions division.

effect of acquisition

MCHFAcquiree’s

carrying value Fair value

property, plant and equipment 0.5 0.5

inventories 0.1 0.1

trade and other payables −0.1 −0.1

Deferred tax assets 0.7

Net assets acquired 1.2

Goodwill 6.9

total PuRCHase CoNsideRatioN 8.1

details of purchase consideration

purchase price in cash 6.6

Deferred cash payment 1.5

total PuRCHase CoNsideRatioN 8.1

the four employees of Sabal Medical inc. were integrated in the defined benefit plan (according to iaS 19) of the Group company translogic corp., uSa. the deferred cash payment, recognized at fair value, is equivalent to the probability-weighted payments in 2011 and 2012 (depending on the effec-tively sold number of mobile drug cabinets). Based on the deviation between the number of sold cabinets and the contract, Swisslog Group estimates the maximum possible deferred payments to between McHf 0.0 and McHf 1.4. Based on this revaluation, the liability could be reduced by McHf 0.5 to McHf 1.0. the change was booked in the income statement. costs related to the acquisition amounted to McHf 0.1 and were recorded in the income state-ment. During the period from 10 January to 31 December 2011 Sabal Medi-cal inc. contributed net sales of McHf 0.0 and an operating profit (eBit) of McHf −0.4. During the reporting period, Sabal Medial inc. was absorbed by translogic corp.

in the business year 2010 Swisslog ip aG was incorporated as an adminis-tration company in Switzerland. additionally, Swisslog Group increased the interest in Swisslog pte. ltd., Singapore, from 95 to 100 %.

page 78, “Group companies and investments of Swisslog Group as per 31 December 2011”, provides an overview of the Group companies.


2. Risk management

2.1 Group risks

the material strategic, operative and financial risks of Swisslog Group are covered by the executive committee annually on the occasion of the business plan process and are detailed in a risk map. the risks are reviewed, updated and completed on the occasion of the budgeting process. risks are categorized into their likelihood of occurrence and their potential financial impact (outflow of resources and / or effect on the income statement). for each listed risk, prevention or mitigation measures are defined as well as responsibilities and the monitoring of developments are arranged. the Board of Directors discusses and approves the risk map established by the Group Management on an annual basis. Besides this formal risk management process, the Group companies which are in the scope of the internal audit are determined. the audit and risk Manage-ment committee of the Board of Directors monitors the risk management of Swisslog Group. in order to act in a flexible manner upon changes in the risk environment ad-hoc reviews can be issued. risks particularly significant to Swisslog Group are monitored by separate boards, among them the investment and currency Board which reports to the cfo, and by continuously performed project progress reviews.

2.2 Financial risk factors

Swisslog Group’s activities are exposed to a variety of financial risks, including the effects of changes in debt and in equity market prices, foreign currency exchange rates and interest rates. Swisslog Group focus is to minimize the possible negative effects on the income statement. financial risk management is carried out by Group treasury in co-ordination with the Group companies. all transactions are executed under policies approved by the Board of Directors.

the following table presents the carrying amounts of all Swisslog Group’s financial instruments by category according to iaS 39.

2011 MCHF Note At fair value through profit or loss loans and receivables other liabilities total

long-term interest-bearing receivables 7 0.0 2.0 0.0 2.0

prepaid expenses and accrued income 11 0.0 7.3 0.0 7.3

trade receivables 9 0.0 112.4 0.0 112.4

current financial assets 12 0.3 0.0 0.0 0.3

cash and cash equivalents 12 0.3 87.0 0.0 87.3

total assets at 31 deCembeR 0.6 208.7 0.0 209.3

accrued expenses and other liabilities 17 0.0 0.0 5.3 5.3

trade payables 16 0.0 0.0 56.9 56.9

financial liabilities 19 0.0 0.0 20.1 20.1

total liabilities at 31 deCembeR 0.0 0.0 82.3 82.3

2010 MCHF Note At fair value through profit or loss loans and receivables other liabilities total

long-term interest-bearing receivables 7 0.0 4.0 0.0 4.0

prepaid expenses and accrued income 11 0.0 10.5 0.0 10.5

trade receivables 9 0.0 78.2 0.0 78.2

current financial assets 12 1.0 0.0 0.0 1.0

cash and cash equivalents 12 0.0 85.3 0.0 85.3


accrued expenses and other liabilities 17 0.0 0.0 3.5 3.5

trade payables 16 0.0 0.0 54.8 54.8

financial liabilities 19 0.0 0.0 20.2 20.2


the above disclosed carrying amounts are fair values except for loans and receivables as well as for other liabilities, which are approximately fair value. the net gains and losses of some classes are disclosed in note 22. the current financial assets consist of mutual funds and derivative financial instruments of McHf 0.1 (2010: McHf 0.7). the measurement of the derivative financial instruments is based on fair values.


a) foreign exchange risk(i) transaction risk

Swisslog Group companies are instructed to hedge material foreign exchange risks arising from future project cash flows with Group treasury. Group treasury guarantees its Group companies foreign exchange rates throughout the project duration and hedges these risks with forward foreign exchange contracts at external financial institutions. Generally, hedges are entered into, once the contract with the customer has been signed. additionally, the foreign currency expo-sure resulting from contract commitments to purchase certain production parts, is hedged by Swisslog Group in the currency of the projects. the main foreign exchange risks arise from changes of the cHf against eur, noK, SeK and uSD.

the following tables provide an overview of the financial instrument’s exposure in Swisslog Group’s main currencies as per balance-sheet date. the figures are presented in local currencies (in millions).

eUr NoK seK UsD

31 deCembeR 2011

at fair value through profit or loss 0.3 0.0 0.0 0.0

cash, loans, receivables and accrued income 60.3 192.7 61.3 52.1

liabilities and accrued expenses −24.9 −27.4 −19.5 −10.6

Net balaNCe 35.7 165.3 41.8 41.5

eUr NoK seK UsD

31 deCembeR 2010

at fair value through profit or loss 0.3 0.0 0.0 0.0

cash, loans, receivables and accrued income 41.0 87.4 77.5 43.0

liabilities and accrued expenses −23.0 −23.4 −32.3 −10.9

Net balaNCe 18.3 64.0 45.2 32.1

sensitivity MCHF

impact on the result / equity of Swisslog Group as per 31 December 2011:

– change of the 4 main currencies (eur, noK, SeK, uSD) against the Swiss franc by 5 % 5.7

– change of the 4 main currencies (eur, noK, SeK, uSD) against the Swiss franc by 10 % 11.4

(ii) translation risk Swisslog Group has long-term loans and a number of investments in foreign Group companies whose net assets are exposed to currency translation risk. currency exposures to the net assets of the Group companies are not hedged.

the following table provides an overview of the translation risk for the most important key figures as per balance-sheet date. if the foreign exchange rates had not changed in the year 2011 over the previous year, the financial situation would have developed as follows.

2011(in MCHF)

2011 at unchanged foreign exchange compared to 2010

(in MCHF)Deviation

in %2010

(in MCHF)

2010 at unchanged foreign exchange compared to 2009

(in MCHF)Deviation

in %

order intake 697.1 777.6 80.5 10.4 611.1 632.9 21.8 3.4

order backlog1 519.6 524.5 4.9 0.9 400.9 441.0 40.1 9.1

net sales 574.8 642.4 67.6 10.5 614.8 636.1 21.3 3.3

eBit 19.2 23.0 3.8 16.5 20.1 19.5 −0.6 −3.0

1 at period-end

b) interest rate riskno interest rate sensitivity is disclosed as the share of financial instruments exposed to interest rate risk is not material. in the actual year, Swisslog Group has interest-bearing assets and the credit facility at fixed rates (see note 19).

c) price riskSwisslog Group’s exposure to the price risk is marginal. at the end of 2011 as well as 2010 the remaining amount basically consists of foreign exchange forward contracts whose fluctuations are compensated by the changes of the foreign exchange positions in the balance sheet.

d) credit riskcredit risk may arise from cash and cash equivalents, deposits with banks and from trade receivables. cash transactions among contractual parties are limited to financial institutions with sound credit ratings. Swisslog Group normally has no significant concentrations of credit risk on the loans and receivables. addition-ally, customers usually perform a pre-financing of the project; therefore, the credit risk exposure of Swisslog Group is minimized. Due to the different sizes of projects Swisslog Group has not issued generally accepted credit limits for customers. However, the credit quality of the customers is systematically monitored.


e) liquidity riskSystematic liquidity risk management implies maintaining sufficient cash in order to secure the daily operations of Swisslog Group and the readiness to pay, respectively. therefore, a rolling liquidity forecast for six months based on the expected cash flows is retrieved from the Group companies and aggregated at Swisslog Group level on a biweekly basis. it further estimates arising changes of cash flows from the project business. the rolling liquidity forecast builds the basis for the allocation of the cash within Swisslog Group. the liquidity forecast is intended to avoid short-term funding as much as possible. all financial liabilities mature within twelve months. the following table presents the situation about the available liquidity per balance-sheet date.

liquidity reserves and credit facilities (MCHF) 2011 2010

cash and cash equivalents 87.3 85.3

current financial assets (with maturity below one year) 0.3 1.0

committed credit facilities 36.9 36.0

– thereof used −20.1 −20.2

total liquidity and unused credit facilities 104.4 102.1

committed guarantee lines 80.0 80.0

– thereof used 53.1 39.9

2.3 Capital management

Swisslog Group’s objectives when managing its liabilities and equity are Swisslog Group’s ability to continue as a going concern, to provide adequate returns for the shareholders and to maintain an optimal capital structure to optimize the cost of capital. Swisslog Group monitors the capital structure mainly by adherence to its covenants from the guarantee facilities; these require among other things a minimum equity. further details to the guarantee facilities are disclosed in note 18.2.

2.4 measurement of fair value

the following table presents the financial instruments according to the three levels described in note 1.8 c).

2011 MCHF level 1 level 2 level 3 total

financial assets 0.6 0.0 0.0 0.6


financial liabilities at fair value 0.0 0.0 0.0 0.0


2010 MCHF level 1 level 2 level 3 total

financial assets 1.0 0.0 0.0 1.0


financial liabilities at fair value 0.0 0.0 0.0 0.0


there were no transfers between level 1, level 2 and level 3 in the current year.


3. information by segment

3.1 segment information

the operating segments are reported to the chief operating decision-maker consistent to the internal report. Group Management has been identified as the chief operating decision-maker (Swisslog executive committee). the Sec monitors the performance of the operating segments and decides about the allocation of resources. no operating segments are aggregated for the segment information. transactions between the operating segments are carried out at standard market conditions. Since the measurement basis of the segment information is identical to the consolidated financial statements no reconciliation is required. the central management and service functions are allocated to headquarter / holding.

the Swisslog Group distinguishes between the following operating segments as their activities show different risks and rewards and dissimilar markets are served:

Healthcare Solutions (HcS)HcS offers logistics automation for the movement and processing of materials and medications within and throughout healthcare facilities. the scope of services ranges from consulting, design, manufacturing and installation through lifetime customer support.

Warehouse & Distribution Solutions (WDS)WDS delivers industry-specific solutions for automated, semi-automated warehouses and distribution centers. additionally the segment provides consulting services, software solutions, logistic equipment, general contracting, implementation and lifetime support.

3.2 division segmentation2011 2010

MCHFHealthcare

solutions

Warehouse &Distribution

solutionstotal

segmentCorporate /

eliminations

totalswisslog

GroupHealthcare

solutions


solutionstotal

segmentCorporate /

eliminations

totalswisslog

Group

order intake 219.8 477.3 697.1 0.0 697.1 228.6 382.5 611.1 0.0 611.1

order backlog (at year-end) 153.7 365.9 519.6 0.0 519.6 140.1 260.8 400.9 0.0 400.9

net sales 205.6 369.2 574.8 0.0 574.8 218.0 396.8 614.8 0.0 614.8

Depreciation and amortization 2.6 5.1 7.7 0.3 8.0 2.6 5.2 7.8 0.2 8.0

oPeRatiNG PRoFit (ebit) 12.8 15.3 28.1 −8.9 19.2 9.5 18.9 28.4 −8.3 20.1

financial result net 0.6 0.4

Share of loss of an associate −0.6


total assets 155.5 184.3 339.8 75.6 415.4 132.6 180.0 312.6 56.0 368.6

net operating assets (noa)1 94.2 −14.4 79.8 −1.9 77.9 76.2 3.9 80.1 −4.0 76.1

net working capital2 44.4 −70.5 −26.1 −1.8 −27.9 36.2 −50.0 −13.8 −3.3 −17.1

Days of net working capital 78.8 −69.7 −17.7 60.6 −46.0 −10.2

investment in property, plant, equipment and other intangible assets 4.4 7.2 11.6 0.7 12.3 4.1 5.5 9.6 0.2 9.8

employees – full-time equivalents (at year-end) 920 1 147 2 067 17 2 084 866 1 159 2 025 18 2 043

eBit as % of net sales (eBit margin) 6.2 4.1 3.3 4.4 4.8 3.3

1 total assets (excl. cash, cash equivalents, current financial assets, income tax receivables, deferred tax assets and other non-current assets) less current liabilities and provisions (excl. financial liabilities, deferred tax liabilities and income tax payables)

2 net working capital = current assets (excl. cash, cash equivalents, current financial assets and income tax receivables) less current liabilities (excl. financial liabilities and income tax payables)


3.3 Geographical segmentation2011 2010

MCHFHealthcare

solutions


solutionstotal

swisslog GroupHealthcare

solutions


solutionstotal

swisslog-Group

total eXteRNal Net sales 205.6 369.2 574.8 218.0 396.8 614.8

europe, thereof 60.3 264.2 324.5 69.3 267.8 337.1

– Switzerland (Domicile) 1.9 41.5 43.4 2.3 34.9 37.2

– Germany 19.3 69.6 88.9 19.5 61.0 80.5

– other europe 39.1 153.1 192.2 47.5 171.9 219.4

north america, thereof 119.7 67.0 186.7 128.0 61.0 189.0

– uSa 111.2 66.5 177.7 117.3 60.8 178.1

– others 8.5 0.5 9.0 10.7 0.2 10.9

asia / pacific 25.6 38.0 63.6 20.7 68.0 88.7

total NoN-CuRReNt assets1 13.1 19.4 32.5 10.6 20.8 31.4

europe, thereof 7.3 18.5 25.8 6.5 20.1 26.6

– Switzerland (Domicile) 0.2 11.9 12.1 0.2 10.0 10.2

– Germany 2.9 0.4 3.3 2.7 0.3 3.0

– other europe 4.2 6.2 10.4 3.6 9.8 13.4

north america 5.5 0.4 5.9 4.0 0.3 4.3

asia / pacific 0.3 0.5 0.8 0.1 0.4 0.5

1 corresponds to non-current assets minus deferred taxes, minus other assets and minus non-current assets from corporate and Goodwill (2011: McHf 81.2 / 2010: McHf 67.0)

3.4 Product segmentation2011 2010

MCHFHealthcare

solutions


solutionstotal

swisslog GroupHealthcare

solutions


solutionstotal

swisslog Group

total sales, tHeReoF 205.6 369.2 574.8 218.0 396.8 614.8

– new Business 0.0 208.7 208.7 0.0 229.0 229.0

– customer Support 54.0 152.5 206.5 57.8 162.7 220.5

– equipment 151.6 8.0 159.6 160.2 5.1 165.3

3.5 important Customer

no customer accounted for net sales of more than 10 % of the total net sales in 2011 and 2010.


4. Property, plant, equipment and other intangible assets

4.1 Property, plant and equipment2011MCHF land Buildings

Machinery /equipment

Assets under construction /prepayments total

cost at 1 January 0.3 10.8 40.5 0.5 52.1

– additions 0.0 0.2 3.8 1.0 5.0

– Disposals 0.0 0.0 −1.8 −0.1 −1.9

– transfers 0.0 0.6 0.4 −1.0 0.0

– change in consolidation scope 0.0 0.0 0.5 0.0 0.5

– currency translation differences 0.0 −0.1 −0.2 0.0 −0.3

Cost at 31 december 0.3 11.5 43.2 0.4 55.4

accumulated depreciation at 1 January 0.0 −6.8 −32.1 0.0 −38.9

– Depreciation charge 0.0 −0.7 −3.6 0.0 −4.3

– accumulated depreciation on disposal 0.0 0.0 1.6 0.0 1.6

– currency translation differences 0.0 0.0 0.2 0.0 0.2

accumulated depreciation at 31 december 0.0 −7.5 −33.9 0.0 −41.4

total Net booK value at 31 deCembeR 0.3 4.0 9.3 0.4 14.0

2010MCHF land Buildings

Machinery /equipment

Assets under construction /prepayments total

cost at 1 January 0.3 10.9 43.2 1.0 55.4

– additions 0.0 0.5 4.4 0.4 5.3

– Disposals 0.0 0.0 −3.0 0.0 −3.0

– transfers 0.0 0.0 0.8 −0.8 0.0

– currency translation differences 0.0 −0.6 −4.9 −0.1 −5.6

Cost at 31 december 0.3 10.8 40.5 0.5 52.1

accumulated depreciation at 1 January 0.0 −6.1 −34.4 0.0 −40.5

– Depreciation charge 0.0 −0.9 −3.7 0.0 −4.6

– accumulated depreciation on disposal 0.0 0.0 2.8 0.0 2.8

– currency translation differences 0.0 0.2 3.2 0.0 3.4

accumulated depreciation at 31 december 0.0 −6.8 −32.1 0.0 −38.9

total Net booK value at 31 deCembeR 0.3 4.0 8.4 0.5 13.2

the insurance value of the property, plant and equipment was McHf 74.5 (2010: McHf 73.9).


4.2 other intangible assets2011MCHF

Capitalizeddevelopment expenses other total

cost at 1 January 21.7 8.0 29.7

– additions 1.8 5.5 7.3

– transfers 0.9 −0.9 0.0

– currency translation differences −0.1 −0.1 −0.2

Cost at 31 december 24.3 12.5 36.8

accumulated amortization at 1 January −11.2 −5.6 −16.8

– amortization of the current year −2.7 −1.0 −3.7

– currency translation differences 0.1 0.1 0.2

accumulated amortization at 31 december −13.8 −6.5 −20.3

total Net booK value at 31 deCembeR 10.5 6.0 16.5

2010MCHF

Capitalizeddevelopment expenses other total

cost at 1 January 19.1 10.3 29.4

– additions 3.5 1.0 4.5

– Disposals 0.0 −2.3 −2.3

– currency translation differences −0.9 −1.0 −1.9

Cost at 31 december 21.7 8.0 29.7

accumulated amortization at 1 January −9.3 −7.9 −17.2

– amortization of the current year −2.6 −0.8 −3.4

– accumulated amortization on disposals 0.0 2.3 2.3

– currency translation differences 0.7 0.8 1.5

accumulated amortization at 31 december −11.2 −5.6 −16.8

total Net booK value at 31 deCembeR 10.5 2.4 12.9

the main positions of the capitalized development expenses per 31 December 2011 comprise a self-used project management solution of McHf 2.3 (2010: McHf 2.6), automation software components of McHf 5.1 (2010: McHf 5.1) and a pallet conveyor solution of McHf 1.6 (2010: McHf 2.1 ) which will be amortized over the next 2 to 4 years.

the other intangible assets primarily consist of purchased software-solutions, of intellectual property rights as well as development expenses, which will be closed and capitalized in the subsequent years.

for intangible assets with definite useful life, Swisslog Group assesses at each reporting date whether there are impairment indicators. in 2011 and 2010 there was no impairment recorded.


5. Goodwill

5.1 GoodwillMCHF Note 2011 2010

cost at 1 January 72.3 80.1

– additions 1.24 6.9 0.0

– currency translation differences −0.4 −7.8

Cost at 31 december 78.8 72.3

accumulated impairment losses at 1 January 0.0 0.0

– impairment 0.0 0.0

accumulated impairment losses at 31 december 0.0 0.0

total Net booK value at 31 deCembeR 78.8 72.3

the goodwill is allocated to the cash-generating units as follows:

2011 2010

MCHFHealthcare

solutions


solutions total swisslog GroupHealthcare

solutions


solutions total swisslog Group

Goodwill 42.6 36.2 78.8 36.0 36.3 72.3

5.2 Goodwill impairment

no goodwill impairment has been recorded in the years 2011 and 2010.

5.3 impairment test of goodwill as per 31 december 2011

according to iaS 36 the goodwill is tested for impairment annually and whenever there is an indication that the goodwill may be impaired. Swisslog Group is testing the goodwill for impairment annually at the end of november / beginning of December. the cash flows are based on the budget for the year 2012 and the business plan for the years 2013 and 2014, which are both approved by the Board of Directors. the cash flows for the period from 2015 to 2016 are an extrapo-lation corresponding to the expected growth rate in each market (according to Group Managements' estimate). the cash flow for the residual value calculation in 2017 is based on the cash flow in the year 2016 (unchanged). the long-term growth rate is 1.0 % (2010: 1.0 %) equivalent to the assumed inflation rate. the calculations are based on the value in use. Since the value in use exceeds the carrying amount, the determination of the fair value less cost to sell is no longer required. Headquarter costs are allocated to the cash-generating units according to their shares in net sales (50 %-weighted) and headcount (50 %-weighted).

the cost of capital for Swisslog Group has been determined based on a cost-of-capital model. to the Swisslog-Group-wide cost of capital, a risk premium based on the country risk has been added. these discount factors, defined on a pre-tax basis according to iaS 36, are then used to determine the present value of the future cash flows of each cash-generating unit (primary segments).

Key assumptions for the goodwill impairment test2011 2010

MCHFHealthcare

solutions


solutionsHealthcare

solutions


solutions

net sales 210.2 383.2 228.4 413.0

– Growth rate p.a. 2012−2016** 5.2 % 5.7 % 4.0 % 4.1 %

eBitDa* 10.7 16.6 19.5 18.5

– Growth rate p.a. 2012−2016** 20.2 % 10.5 % 4.6 % 7.3 %

pre-tax discount factor 11.2 % 10.9 % 11.2 % 10.6 %

* Headquarter cost proportionally allocated** Year 2012 (budget) plus 2013 and 2014 (mid-term planning) approved by the Board of Directors and the growth rates for the years 2015−2016 approved by Group Management and

acknowledged by the Board of Directors


sensitivity analysis for the most important assumptions used for impairment testingthe following table shows the coverage of the goodwill and also the maximum value until the goodwill is still recoverable.

2011 2010

MCHFHealthcare

solutions


solutionsHealthcare

solutions


solutions

Value in use less goodwill (coverage) 110.3 101.3 113.4 117.9

Maximum discount factor 23.9 % 25.6 % 26.3 % 28.6 %

Risk judgmentthe Board of Directors and the Swisslog executive committee consider the underlying assumptions as prudent and justifiable. thus, the value in use of the cash-generating unit depends on the effective achievement of the expected target values.

6. investment in an associate

servus intralogistics GmbH, austria as per 12 January 2011 Swisslog Group acquired, with a purchase consideration of McHf 4.9 (Meur 3.9), 25.1 % of the shares of Servus intralogistics GmbH, austria. the acquisition costs include a deferred cash payment of McHf 0.5 (Meur 0.4), which is determined by the revenue over the next five years. from the updated assessment of the deferred cash payment per the end of 2011 no material adjustment resulted in the income statement. Servus intralogistics GmbH is specialized in the area of autonomous and intelligent transportroboter-systems for intralogistics and cooperates with the Warehouse & Distribution Solutions division. the following tables illustrate summarized financial information.

MCHF 2011

Share of the associate’s balance-sheet positions (incl. Goodwill):

– current assets 1.3

– non-current assets 4.0

– current liabilities 0.9

– non-current liabilities 0.0

– equity 4.4

MCHF 2011

Share of the associate’s net sales and net result:

– net sales 0.6

– net result −0.6

MCHF 2011

investment in an associate at 12 January 4.9

– Share of loss of an associate −0.6

– currency translation differences 0.1

investment in an associate at 31 december 4.4

7. other assets

Note2011

MCHF2010

MCHF

long-term interest-bearing receivables 7.1 2.0 4.0

pension schemes with net assets 15 2.9 2.0

total otHeR assets 4.9 6.0


7.1 long-term interest-bearing receivables2011

MCHF2010

MCHF

amount recognized initially at 1 January 4.9 4.7

– additions 0.0 0.8

– Disposals −2.8 0.0

– currency translation differences −0.1 −0.6

amount recognized initially at 31 december 2.0 4.9

accumulated impairments at 1 January −0.9 −0.6

– accumulated amortization on disposals 1.1 0.0

– impairment −0.3 −0.4

– currency translation differences 0.1 0.1

accumulated impairments at 31 december 0.0 −0.9

loNG-teRm iNteRest-beaRiNG ReCeivables at 31 deCembeR 2.0 4.0

of which:

– Due later than one year but not later than five years 1.9 1.1

– Due after five years 0.1 2.9

the long-term interest-bearing receivables include loans of McHf 1.9 (2010: McHf 2.8) and deposits of McHf 0.1 (2010: McHf 1.2). the net loss included in the income statement based on changes in the amortized costs amounts to McHf −0.3 (2010: McHf −0.4). the average interest rate on total long-term interest-bearing receivables is 2.9 % (2010: 3.3 %). the long-term interest-bearing receivables consist mainly of a vendor loan in connection with the divestment of the division consulting Services / Wassermann in the year 2008. Based on a revised assessment in 2011 an impairment of McHf 0.3 (2010: McHf 0.4) has been recorded for this vendor loan. additionally a loan waiver of McHf 0.9 (2010: McHf 0.0) has been granted (without any effects on the income statement, because already impaired). the impairment is included in the financial result within corporate in the information by segment.

8. inventories2011

MCHF2010

MCHF

Materials and supplies 10.1 10.3

Work in progress 2.1 2.5

finished goods 10.8 10.5

total iNveNtoRies 23.0 23.3

in 2011 McHf 0.5 (2010: McHf 1.1) of inventories have been written off. thereof, McHf 0.2 (2010: McHf 0.7) in Healthcare Solutions and McHf 0.3 (2010: McHf 0.4) in Warehouse & Distribution Solutions.


9. trade receivables2011

MCHF2010

MCHF

trade receivables 113.6 78.9

allowance for bad debts −1.2 −0.7

total Net booK value at 31 deCembeR 112.4 78.2

the following summarizes the movement in the impairment for bad debts:2011

MCHF2010

MCHF

allowance for bad debts at 1 January −0.7 −1.0

– additions −0.7 −0.2

– unused reversed 0.1 0.1

– used during year 0.2 0.3

– currency translation differences −0.1 0.1

allowaNCe FoR bad debts at 31 deCembeR −1.2 −0.7

the effective bad debt losses in the past two years were approx. 0.15 % of the annual net sales.

the maturity analysis of trade receivables (net book value) is as follows:2011

MCHF2010

MCHF

not due 84.5 57.1

past due not more than one month 19.5 11.5

past due more than one month and not more than two months 3.9 3.6

past due more than two months and not more than three months 1.3 2.0

past due more than three months and not more than six months 2.0 2.6

past due more than six months 1.2 1.4

tRade ReCeivables at 31 deCembeR 112.4 78.2

10. Construction contracts2011

MCHF2010

MCHF

construction contracts under assets:

contract costs recognized as expense plus recognized profits 618.7 328.7

– less recognized losses −1.6 −0.1

– progress billings and advance payments from customers −567.0 −289.8

total amouNt due FRom CustomeRs FoR CoNstRuCtioN CoNtRaCts 50.1 38.8

construction contracts under liabilities:

contract costs recognized as expense plus recognized profits 375.7 558.3

– less recognized losses −1.3 −2.7

– progress billings and advance payments to customers −477.9 −628.2

total amouNt due to CustomeRs FoR CoNstRuCtioN CoNtRaCts −103.5 −72.6

net sales from construction contracts 415.9 451.6

retentions1 6.2 6.0

1 retentions are amounts that are not paid by the customer until the satisfaction of conditions specified in the contract are fulfilled. retentions are presented within prepaid expenses and accrued income in the balance sheet


11. Prepaid expenses, accrued income and other receivables

11.1 Prepaid expenses and accrued income2011

MCHF2010

MCHF

prepaid expenses 2.3 3.5

accrued income 8.3 9.9

total PRePaid eXPeNses aNd aCCRued iNCome1 10.6 13.4

1 in the current year McHf 6.5 will be reported under financial instruments (2010: McHf 9.5)

the prepaid expenses of McHf 2.3 (2010: McHf 3.5) mainly consist of prepayments for licences and personnel costs and of service and maintenance expenses. the accrued income of McHf 8.3 (2010: McHf 9.9) includes among other things retentions and accrued service income (see note 10).

11.2 other receivables2011

MCHF2010

MCHF

tax receivables1 1.3 10.5

insurance receivables 0.3 0.2

personnel-related receivables 0.6 0.8

interest receivables 0.0 0.1

others 0.5 1.3

total otHeR ReCeivables2 2.7 12.9

1 Mainly consist of value-added tax receivables2 in the current year McHf 0.8 will be reported under financial instruments (2010: McHf 1.0)

12. Cash, cash equivalents and current financial assets

12.1 Cash and cash equivalents2011

MCHF2010

MCHF

cash at bank and on hand 87.0 85.3

Money market investments with a maturity of less than 90 days 0.3 0.0

total CasH aNd CasH equivaleNts 87.3 85.3

12.2 Current financial assets2011

MCHF2010

MCHF

current financial assets – held for trading 0.3 1.0

total CuRReNt FiNaNCial assets 0.3 1.0

the entire portfolio consists of short-term investments which are traded regularly. the essential part of them are funds and derivative financial instruments and are measured at fair value through profit and loss at inception. unrealized gains and losses are recognized in the income statement (see note 22).

13. share capital

the share capital at 31 December 2011 amounts to McHf 2.5 (2010: McHf 2.5) and consists of 251 276 984 registered shares (2010: 251 276 984 registered shares) with a nominal value of cHf 0.01 (2010: cHf 0.01) per share. the share capital is fully paid up.

as per 31 December 2011 Swisslog Holding aG holds 1 943 945 treasury shares, 0.8 % of the issued shares respectively (2010: 2 536 070; 1.0 %), which are dedi-cated to the employee share matching plan (see note 21).

13.1 Number of shares2011 2010

Shares at 1 January 248 740 914 249 751 384

increase (−) / decrease (+) of treasury shares1 592 125 −1 010 470

Shares at 31 December 249 333 039 248 740 914

1 in the current year 231 147 matching shares have been transferred to the participants of the share matching plan (no cash effect), see note 21


13.2 Nominal value2011 2010

nominal value per share (cHf) 0.01 0.01

Share capital at 31 December (McHf) 2.5 2.5

14. income taxes and deferred taxes

14.1 income taxes2011

MCHF2010

MCHF

income taxes from current year 6.0 8.8

income taxes from previous years −0.6 0.1

Deferred taxes 2.1 −2.0

total iNCome taXes 7.5 6.9

14.2 Reconciliation

the applicable tax rate of 31.6 % (2010: 26.9 %) is a weighted Group tax rate, calculated from the income taxes based on the profits before taxes of each Group company, multiplied with the individual applicable tax rate. this rate reflects the actual economic benefit in the different tax legislations. the variation in Swisslog Group‘s average applicable tax rate compared to the previous year is caused by changes in volumes, product mix and profitability of Group companies as well as changes in local statutory tax rates. the following elements explain the difference between the income taxes at the applicable Group tax rate and the effective income taxes.

2011MCHF

2010MCHF


applicable tax rate 31.6 % 26.9 %

iNCome taXes at tHe aPPliCable swissloG GRouP taX Rate 6.1 5.5

effect of applicable Group tax rate to consolidated individual applicable income taxes 1.5 0.0

non-tax-deductible expenses and non-taxable income 0.0 0.3

changes in recognition of tax losses −1.7 1.0

utilisation of unrecognized tax loss carry forwards −2.1 −5.1

current year‘s losses for which no deferred tax assets are recognized 3.4 6.1

income taxes from previous years −0.6 0.1

taxable events which are eliminated in Swisslog Group closing 0.4 −1.2

Withholding taxes not refundable 0.2 0.2

others 0.3 0.0

eFFeCtive iNCome taXes 7.5 6.9

14.3 tax loss carry forwards2011

MCHF2010

MCHF

available taX loss CaRRy FoRwaRds at 1 JaNuaRy 120.4 259.3

changes due to new tax assessments 10.3 −3.8

tax losses arising from current year 13.7 33.2

tax losses utilised against current year profits −30.8 −49.1

tax losses expired during current year −7.5 −104.6


available taX loss CaRRy FoRwaRds at 31 deCembeR 104.1 120.4

Deferred tax assets of McHf 4.4 (2010: McHf 3.4) were recorded in respect of available tax loss carry forwards of McHf 21.0 (2010: McHf 13.7). Deferred tax assets for unused tax losses are recognized to the extent that it is probable that future taxable profits will be available against which the unused tax losses can be utilised in the respective countries, or to the extent that the individual entities have sufficient taxable temporary differences.

90.0 % (2010: 99.0 %) of tax loss carry forwards are within europe.


the following table shows unused tax loss carry forwards for which no deferred tax has been recognized and their expiration.2011

MCHF2010

MCHF

after 1 year 0.0 7.7

after 2 years 5.2 1.5

after 3 and more years 4.1 23.2

unlimited 73.8 74.3

total uNReCoGNiZed taX loss 83.1 106.7

14.4 deferred taxes

the following table shows deferred tax assets and deferred tax liabilities by type of balance-sheet items.

2011 2010

MCHF Assets liabilities Net Assets liabilities Net

property, plant, equipment and intangible assets 3.0 1.2 3.2 0.7

inventories 7.0 0.8 3.0 0.5

current receivables and assets 0.1 7.9 0.1 4.3

non-current liabilities 0.9 0.8 0.9 0.8

provisions 0.7 0.5 1.5 0.2

Short-term liabilities 1.9 3.1 2.7 2.7

subtotal by balance-sheet items 13.6 14.3 −0.7 11.4 9.2 2.2

Deferred tax assets on tax loss carry forwards 4.4 3.4

Deferred tax assets on unused tax credits 0.2 0.2

offsetting assets with liabilities −12.4 −12.4 −8.3 −8.3

total deFeRRed taX assets aNd liabilities 5.8 1.9 3.9 6.7 0.9 5.8

Deferred tax assets have been offset with liabilities on an individual basis, if there is a legally enforceable right to set off, if it is possible to settle on a net basis, and if the underlying asset and liability is settled simultaneously. the difference between the change of deferred taxes and the recorded deferred tax expenses 2011 relates to currency translation differences and to the acquisition of Sabal Medical inc.

14.5 deferred taxes on investments

temporary differences from investments in Group companies, for which no deferred taxes have been recognized, amount to McHf 35.1 (2010: McHf 57.0). no deferred taxes have been recognized as Swisslog Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax liabilities have been recognized for withholding tax and other taxes that would be payable on the undistributed earnings of certain foreign Group companies to the extent dividend distribution is probable. otherwise such amounts are regarded as permanently reinvested and no tax liabilities have been recognized.

15. employee benefit liabilities and similiar liabilities2011

MCHF2010

MCHF

pension schemes with net liabilities 7.7 7.3

other long-term employee benefits 0.2 0.0

total emPloyee beNeFit liabilities aNd similaR liabilities 7.9 7.3

Pension schemesBeside the statutory social security schemes independent pension plans or pension insurance policies covering substantially all employees exist. the related assets are primarily held outside Swisslog Group. Where this is not the case, appropriate provisions are made in the balance sheet for pension liabilities. Most of the pension schemes are defined benefit plans. thereby, 97 % (2010: 97 %) of the obligations are funded with separated assets. all plans are reassessed by inde-pendent actuaries at least every three years (all significant pension schemes are reappraised every year). the last valuations were done at effective dates between 31 December 2009 and 31 December 2011 (including all significant pension schemes).


the following table is a summary of the status of the main defined benefit plans at 31 December 2011 and 31 December 2010, respectively, using iaS 19 (revised) actuarial assumptions.

Note2011

MCHF2010

MCHF

pension schemes with net liabilities −7.7 −7.3

pension schemes with net assets 7 2.9 2.0

total liabilities iN tHe balaNCe sHeet, Net −4.8 −5.3

2011MCHF

2010MCHF

PReseNt value oF beNeFit obliGatioNs at 1 JaNuaRy −176.5 −168.6

current service costs −5.6 −5.2

employee‘s contributions −2.9 −2.9

interest costs −5.7 −6.2

actuarial gains (+) / losses (−) 3.2 −6.7

curtailment, settlement and plan amendments 0.5 0.7

past service costs −0.1 0.0

Benefits paid 5.8 8.3

currency translation differences 0.3 4.1

PReseNt value oF beNeFit obliGatioNs at 31 deCembeR −181.0 −176.5

FaiR value oF PlaN assets at 1 JaNuaRy 140.0 137.3

expected return on plan assets 6.2 5.9

employer‘s contributions 6.4 6.4

employee‘s contributions 2.9 2.9

actuarial gains (+) / losses (−) −5.0 0.1

curtailment, settlement and plan amendments 0.0 −0.5

Benefits paid −5.8 −8.3


FaiR value oF PlaN assets at 31 deCembeR 144.5 140.0

present value of benefit obligations at 31 December −181.0 −176.5

fair value of plan assets at 31 December 144.5 140.0

Net FuNded status −36.5 −36.5

unrecognized actuarial losses (+) / gains (−) 31.7 31.2

total liabilities iN tHe balaNCe sHeet, Net −4.8 −5.3

movemeNt iN tHe Net liability

net liability recognized in balance sheet at the beginning of the period −5.3 −5.5

expenses for pension schemes recognized in the income statement −6.0 −6.5

employer‘s contributions 6.4 6.4

currency translation differences 0.1 0.3

Net liability ReCoGNiZed iN balaNCe sHeet at 31 deCembeR −4.8 −5.3

eXPeNses FoR PeNsioN sCHemes ReCoGNiZed iN tHe iNCome statemeNt

current service costs −5.6 −5.2

interest costs −5.7 −6.2

expected return on plan assets 6.2 5.9

net actuarial gains (+) / losses (−) recognized in the period −1.3 −1.2

curtailment, settlement and plan amendments 0.5 0.2

past service costs −0.1 0.0

total eXPeNses FoR PeNsioN sCHemes −6.0 −6.5


Plan assetsthe following table gives an overview of the major categories of plan assets.

2011 2010

equity instruments 21.8 % 24.3 %

Debt instruments 52.6 % 49.2 %

real estate 12.6 % 11.8 %

other1 13.0 % 14.7 %

total PlaN assets 100.0 % 100.0 %

1 this position includes, amongst others, assets for reinsurance

Strategic pension plan asset allocation is determined by the objective to achieve an investment return which, together with the contributions paid, is sufficient to maintain reasonable control over the various funding risks of the plans.

the expected contributions to be paid by Swisslog Group in respect of defined benefit pension plans for the year 2012 are estimated at McHf 6.0.

2011MCHF

2010MCHF

aCtual RetuRN oN PlaN assets 1.2 6.0

the following summary shows the funding of defined benefit pensions and the actuarial gains and losses.

2011MCHF

2010MCHF

2009MCHF

2008MCHF

2007MCHF

present value of benefit obligations at 31 December −181.0 −176.5 −168.6 −159.4 −170.0

fair value of plan assets at 31 December 144.5 140.0 137.3 123.6 149.2

Net FuNded status −36.5 −36.5 −31.3 −35.8 −20.8

experience adjustments on plan liabilities 4.5 −1.0 −1.6 1.7 0.5

changes in assumptions on plan liabilities −1.3 −5.7 0.0 4.0 0.0

experience adjustments on plan assets −5.0 0.1 5.3 −22.8 −0.1

2011 2010

aCtuaRial assumPtioNs

Discount rate 2.50 %−4.70 % 2.75 %−5.30 %

expected return on plan assets 2.00 %−7.50 % 2.00 %−7.50 %

future salary increases 1.25 %−5.17 % 1.25 %−5.17 %

future pension-benefit increases 0.50 %−3.20 % 0.50 %−3.60 %

the listed assumptions represent the unweighted part of each defined pension plan.

the total amount of contributions paid for defined contribution plans in 2011 amounts to McHf 3.4 (2010: McHf 3.7)2011

MCHF2010

MCHF

otHeR loNG-teRm emPloyee beNeFits

liability at 1 January 0.0 0.8

increase (+) / decrease (−) of the liability 0.2 −0.8

liability at 31 december 0.2 0.0

other long-term employee benefits mainly cover long-service benefits.

16. trade payables2011

MCHF2010

MCHF

total tRade Payables 56.9 54.8

trade payables are non-interest bearing and generally settled on 60-day terms.


17. accrued expenses, deferred income and other liabilities

17.1 accrued expenses and deferred income2011

MCHF2010

MCHF

liabilities to employees1 22.6 23.3

Deferred income for maintenance 4.3 4.8

tax accruals (without income tax) 0.5 0.6

others 5.4 4.5

total aCCRued eXPeNses aNd deFeRRed iNCome2 32.8 33.2

1 the liabilities to employees consist mainly of vacation and overtime accruals and accruals for variable compensation 2 in the current year McHf 5.2 will be reported under financial instruments (2010: McHf 3.4)

income taxes are shown in note 14.

17.2 other liabilities2011

MCHF2010

MCHF

tax payables1 18.5 8.3

insurance payables 0.1 0.1

personnel-related payables 4.7 3.4

others 1.4 1.4

total otHeR liabilities2 24.7 13.2

1 Mainly consist of value-added tax payables2 in the current year McHf 0.1 will be reported under financial instruments (2010: McHf 0.1)

18. Provisions and contingent liabilities

18.1 Provisions

2011 Current provisions

MCHF Warranties restructuring other total

at 1 January 6.8 0.2 2.9 9.9

– additions 4.8 0.3 2.6 7.7

– unused reversed −1.9 0.0 −0.8 −2.7

– used during year −3.8 −0.2 −1.9 −5.9

– currency translation differences −0.2 0.0 0.0 −0.2

at 31 deCembeR 5.7 0.3 2.8 8.8

2010 Current provisions

MCHF Warranties restructuring other total

at 1 January 7.2 0.5 3.4 11.1

– additions 5.3 0.1 1.2 6.6

– unused reversed −0.9 0.0 −0.3 −1.2

– used during year −4.0 −0.3 −1.2 −5.5

– currency translation differences −0.8 −0.1 −0.2 −1.1

at 31 deCembeR 6.8 0.2 2.9 9.9

the provisions have been created on the basis of the available information. all provisions are classified as current because it is expected that they will be settled in the entity’s normal operating cycle.

18.2 Contingent liabilities

the total amount of guarantees in favor of third parties is McHf 167.3 at the end of 2011 (2010: McHf 136.5).

as per 25 november 2008 guarantee facilities with a limit of McHf 100.0 (2010: McHf 100.0) of a bank syndicate have been renegotiated for a term of 4 years and have been extended in 2010 for another year, by execution of a renewal option (maturity 31 December 2013). in connection with the guarantee facilities a fix cash credit of McHf 20.0 has been drawn from the bank syndicate as per 31 December 2009 (see note 19) and has been extended in December 2011 for another year, whereby the limit of the guarantee facilities was reduced from McHf 100.0 to McHf 80.0.


the guarantee facilities are bonded mainly by the following covenants which have to be complied with quarterly:a) Minimum equity of McHf 140.0. in the consolidated financial statement the change in the currency translation adjustment within the equity since

31 December 2007 is to be neutralized. b) adjusted net debt in relation to operating profit before depreciation, amortization and impairment of goodwill (eBitDa) of maximum 2.5; the adjusted net

debt consists of the financial liabilities minus fixed percentages of the issued guarantees by the banks less cash and current financial assets.

in case of a breach of the covenants the banking syndicate has the right to cancel the credit facilities at any time. in the period of 2011 and 2010 Swisslog Group complied with the conditions of the covenants without exception.

a competitor has filed a complaint against Swisslog’s pillpick solution in north america in 2005 alleging infringement of two patents. no material impact is expected from the dispute because the pillpick sales are only about 10 % of total sales of division Healthcare Solutions in 2011 and 2010, and Swisslog Group maintains that no patent infringement occured from today’s perspective and defends this position.

there are no further material contingent liabilities as per 31 December 2011 and 31 December 2010, respectively.

19. Financial liabilities2011

MCHF2010

MCHF

financial liabilities 20.1 20.2

total FiNaNCial liabilities 20.1 20.2

the financial liabilities primarily consist of a fix cash credit of McHf 20.0 which has been drawn as per 31 December 2009 by Swisslog Holding aG from the bank syndicate in connection with the guarantee facilities (see note 18.2) and has been extended in December 2011 for another year. the interest rate is 1.2 % (2010: 1.3 %). the fix cash credit matures within one year.

20. operating expenses

20.1 material and service expenses2011

MCHF2010

MCHF

change in inventories 0.3 −0.4

Material expenses 227.8 249.3

Service expenses 22.4 20.0

total mateRial aNd seRviCe eXPeNses 250.5 268.9

20.2 Personnel expenses2011

MCHF2010

MCHF

Wages and salaries 164.2 176.5

Social security and other personnel costs (compare with note 15) 61.5 62.3

total PeRsoNNel eXPeNses 225.7 238.8

20.3 other operating expenses2011

MCHF2010

MCHF

other operating expenses 72.2 80.2

total otHeR oPeRatiNG eXPeNses 72.2 80.2

this item includes all operating and recurring administrative, sales and development expenses from normal business activities which are not shown in other positions in the income statement. the 2011 result includes development expenses of McHf 8.3 (2010: McHf 7.0).

21. share-based payment

Swisslog Group has implemented a share matching plan for a limited number of participants. the plan starts on 1 July (grant date) and comprises a vesting period of three years. under the share matching plan, participants agree to buy a certain number of Swisslog Holding aG shares at market price or to bring in Swisslog Holding aG shares from their private portfolios (‘base shares’). participants can dispose of their base shares only after a blocking period of three years. upon expiry of the three years’ blocking period, participants receive free Swisslog Holding aG shares (‘matching shares’), where the number depends on how many base shares the participant had brought in, and on the level of achievement of a 3-year-performance target. participants receive one matching share if the target is met at 100 %.


the estimated target achievement as per balance-sheet date of 31 December 2011 and 31 December 2010 and the resulting total expenses as well as the rec-ognized expenses in the year 2011 and 2010 are presented in the table below.

expenses in tCHF

Matching shares at grant date

share priceat grant date

target achievementestimated as per

31 December 2011

target achievementestimated as per

31 December 2010

outstanding matching shares per 31 December 20111

Grant date in ’000 CHF in % in % in ’000 total 2011 2010

1 July 2008 602 1.20 n / a 41 % 0 277 30 28

1 July 2009 598 0.82 25 % 54 % 140 114 31 53

1 July 2010 567 0.85 25 % 65 % 134 114 27 53

1 July 2011 617 0.90 58 % n / a 353 318 85 0

total 2 384 823 173 134

1 Based on the target achievement estimated as per 31 December 2011 and considering plan participants that have lost their rights on matching shares

the number of outstanding matching shares, mulitplied with the share price at grant date, is the total estimated expense for the grant. the total expenses are recorded under personnel expenses on a pro-rata basis over the vesting period and amount to tcHf 173 (2010: tcHf 134). the first vesting (with grant date at 1 July 2008) ended at 30 June 2011 with a target achievement of 44 %.

22. Financial result2011

MCHF2010

MCHF

interest income

– loans and receivables 1.2 0.8

foreign exchange rate gains 0.9 1.3

total FiNaNCial iNCome 2.1 2.1

interest expenses

– loans and receivables −0.3 −0.3

– other liabilities (unwinding of discount) −0.1 0.0

other financial expenses

– loans and receivables −0.3 −0.4

– charges −0.7 −0.8

foreign exchange rate losses −0.1 −0.2

total FiNaNCial eXPeNses −1.5 −1.7

foreign exchange rate gains and losses originate from all categories of financial instruments (see note 2.2), mainly from loans and receivables. other financial expenses 2011 and 2010 contain a write-down of a long-term loan (see note 7.1), bank charges and costs for the guarantee line.

23. operating leases2011

MCHF2010

MCHF

Minimum lease payments at 31 December

Due within one year 7.7 7.7

Due after one and before five years 17.4 18.0

Due after five years 2.3 3.2

total oPeRatiNG leases 27.4 28.9

Minimum lease payments primarily include tenancy agreements. operating leasing costs totalled McHf 7.3 in 2011 (2010: McHf 7.2).

24. Related-Party transactions

the shares of Swisslog Holding aG are widely held. for major shareholders please refer to page 71.


24.1 transactions with related parties

the following table provides the total amount of transactions with related parties in 2011.

2011

MCHF sales Material expenses trade receivable trade payable

Servus intralogistcs GmbH (investment in an associate; see note 6) 0.0 0.5 0.0 0.5

no transactions were carried out with related parties in 2010.

24.2 Compensation for Key management2011

MCHF2010

MCHF

Salaries and other short-term employee benefits 3.0 3.1

post-employment benefits and insurance 0.6 0.4

Share-based payments 0.1 0.1

total Cost oF ComPeNsatioN FoR Key maNaGemeNt 3.7 3.6

the Board of Directors and the executive committee contain five members in 2011 (2010: 5). the amounts are calculated according to ifrS. a clause of change in control in the amount of two annual compensations was agreed on with one member of the executive committee. furthermore, the matching shares granted under the Swisslog share plan (see note 21) would vest early in case of a public takeover or merger. in such case, a target achievement of at least 100 % would be assumed and the restriction period for base shares would be suspended. Based on a target achievement of 100 %, members of the Key Management are entitled to a total of 966 000 matching shares as per 31 December 2011 (2010: 1 014 000 matching shares).

25. earnings per share (ePs)2011 2010

Weighted average number of shares 249 070 554 249 526 228

net result continued operations (McHf) 11.7 13.6

Basic earnings per share (cHf) 0.05 0.05

in order to determine the earnings per share, Swisslog Group’s average holding of 2 206 430 own shares in 2011 (2010: 1 750 756) was deducted from the total number of shares of 251 276 984 (2010: 251 276 984). there are no dilutive effects in 2011 and 2010.

26. dividend per share

at the annual General Meeting of Shareholders on 18 april 2012, a dividend of cHf 0.04 per entitled registered share in respect of 2011 is to be proposed. the annual General Meeting has decided a dividend of cHf 0.03 per entitled registered share for 2010.

27. authorization for issue

these consolidated financial statements for the year ended 31 December 2011 were approved and authorized for issue by the Board of Directors on 12 March 2012. the consolidated financial statements will be submitted for approval to the General Meeting of Shareholders on 18 april 2012.


Basel, 12 March 2012

Report of the statutory auditor on the Consolidated Financial statements to the General meeting of swisslog Holding aG, buchs

as statutory auditor, we have audited the consolidated financial statements of Swisslog Holding aG which comprise the balance sheet, income statement, statement of comprehensive income, cash flow statement, changes in equity and notes (pages 38 to 66) for the year ended 31 December 2011.

board of directors’ responsibilitythe Board of Directors is responsible for the preparation of the consolidated financial statements in accordance with international finan-cial reporting Standards (ifrS) and the requirements of Swiss law. this responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. the Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

auditor’s responsibilityour responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss auditing Standards and international Standards on auditing. those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the con solidated financial state-ments. the procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinionin our opinion, the consolidated financial statements for the year ended 31 December 2011 give a true and fair view of the financial posi-tion, the results of operations and the cash flows in accordance with ifrS and comply with Swiss law.

report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the auditor oversight act (aoa) and independence (article 728 code of obligations [co] and article 11 aoa) and that there are no circumstances incompatible with our independence.

in accordance with article 728a paragraph 1 item 3 co and Swiss auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

ernst & Young ltd

Philip Klopfenstein Kaspar streifflicensed audit expert licensed audit expert(auditor in charge)


2011 financial statementsof swisslog holding ag


Balance sheet

BAlANCe sHeetAt 31 December, in tCHF Note 2011 2010

assets

cash and cash equivalents 59 720 42 492

Marketable securities 7 1 711 2 892

other assets

– Group companies 15 431 16 760

– third parties 277 155

prepaid expenses and accrued income 1 016 166

Current assets 78 155 62 465

property, plant, equipment and intangible assets 2 970 535

loans with Group companies 128 459 145 176

investments in Group companies 6 210 518 190 528

Non-current assets 339 947 336 239

total assets 418 102 398 704

liabilities aNd equity

trade payables 219 220

other liabilites

– Group companies 99 164 131 591

– third parties 47 90

accrued expenses and deferred income 1 835 2 282

provisions 321 1 038

fix cash credit 1 20 000 20 000

Current liabilities 121 586 155 221

provisions 670 540

Non-current liabilities 670 540

total liabilities 122 256 155 761

Share capital 11 2 513 2 513

legal reserves 11 87 589 83 604

– capital contribution reserve 11 81 009 77 806

– Other general reserves 11 4 712 3 358

– Reserve for treasury shares from capital contribution 11 1 868 2 440

retained earnings 205 744 156 826

– Carry forward 145 379 175 719

– Net result 11 60 365 −18 893

equity 295 846 242 943

total liabilities aNd equity 418 102 398 704


income statement

iNCoMe stAteMeNt1 January to 31 December, in tCHF 2011 2010

iNCome

financial income 19 658 27 515

Dividend payments from investments 58 954 2 468

Gain from sales of fixed assets 0 145

reversal of write-down of financial assets 8 727 0

other income from Group companies 5 177 7 241

total iNCome 92 516 37 369

eXPeNses

financial expenses 9 599 30 046

personnel expenses 4 710 4 494

other administration expenses 5 040 4 840

Depreciation

– property, plant and equipment 267 244

– loans 8 406 0

Write-down of financial assets 4 032 16 529

total eXPeNses 32 054 56 153

tax expenses 97 109

Net Result 60 365 −18 893


notes to the financial statements of swisslog holding ag

1. Contingent liabilities2011tCHF

2010tCHF

Guarantees to third parties 94 183 73 285

Guarantee facilities with a limit of McHf 100.0 (2010: McHf 100.0) of a bank syndicate have been renegotiated for a term of 4 years on 25 november 2008 and have been extended in 2010 for another year, by execution of a renewal option (maturity 31 December 2013). further information is included in note 19 of the consolidated financial statements 2011. in connection with the guarantee facilities a cash credit of McHf 20.0 has been drawn from the bank syndicate as per 31 December 2009 and has been extended in December 2011 for another year.

2. Fire insurance value of property, plant and equipment2011tCHF

2010tCHF

fire insurance value of property, plant and equipment 600 600

3. liabilities due to pension plans2011tCHF

2010tCHF

liabilities due to pension plans 28 7

4. Commitments against main division of the swiss Federal tax administration (vat)

Swisslog Holding aG together with Swisslog aG and Swisslog ip aG forms a tax group with respect to the Swiss federal tax administration – Main Division Vat. this tax group has a joint liability for taxes owed by the tax group.

5. significant shareholders

Based on the information on hand there was one shareholder with an investment of 5 % or more in the share capital of the company as per 31 December 2011: Goldenpeaks ltd., Guernsey, had an investment of 6.9 % according to the Share register (2010: 0.0 %). in the previous year pictet funds Sa, Geneva, as a responsible body of a collective investment, owned 5.6 % of the company's capital (in the current year under 5.0 %). further information about the disclosure of significant shareholders is disclosed in accordance with the corporate Governance requirements of SiX Swiss exchange in the annual report on page 24.

6. investments

the investments directly and indirectly held by Swisslog Holding aG are disclosed in the annual report on page 78.

7. treasury stocksNumber of

registered sharesAverage price

CHFYear-end price

CHFtotaltCHF

balaNCe at 31 deCembeR 2009 1 525 600 0.87 1 327 272

purchases 1 220 345 0.80 978 662

Sales −209 875 0.86 −179 813


purchases 23 532 0.83 19 532

Sales −615 657 0.92 −564 230


treasury shares are presented within marketable securities.

8. disclosure about performed risk management procedure

Swisslog Group has a risk management in place which covers also Swisslog Holding aG. the material strategic, operative and financial risks of Swisslog Group are covered by the executive committee annually on the occasion of the business plan process and are detailed in a risk map. the risks are reviewed, updated and completed on the occasion of the budgeting process. risks are categorized into their likelihood of occurrence and their potential financial impact (outflow of resources and / or effect on the income statement). for each listed risk, prevention or mitigation measures are defined as well as responsibilities and the moni-toring of developments are arranged. the Board of Directors discusses and approves the risk map established by the Group Management on an annual basis.

the last risk assessment by the Board of Directors of Swisslog Holding aG has been performed on 15 December 2011. further information is included in note 2.1 of the consolidated financial statements 2011.


9. board and executive Committee compensation disclosures

9.1 Compensation

the compensation of the members of the Board and the executive committee for the years 2011 and 2010, respectively, is shown according to article 663bbis of the Swiss code of obligations in the table below.

2011 Function

Fixedcompen-sation variable compensation

other personnelexpenses3 total 2011

share matching plan: outstanding matching shares per 31.12.20114

in tCHF

short-term incentive:Annual variable salary1

in tCHF

long-term incentive:share matching plan2

in tCHF in tCHF in tCHF

total(from grants 2009−2011)

shares in 1 000From 2011 grantshares in 1 000

boaRd oF diReCtoRs

Hans Ziegler chairman 180 not applicable 10 11 201 25.8 13.8

Jürg rückert Vice-chairman 70 not applicable 5 4 79 12.9 6.9

Heinz Bachmann Member 70 not applicable 5 4 79 10.2 4.2

Johann löttner Member 70 not applicable 0 4 74 12.9 6.9

Manfred Schuster (resignation per 31.12.2011) Member 70 not applicable 5 6 81 4.8 0.5

total 460 25 29 514 66.6 32.3

FoRmeR membeR

Jacques réjeange Member 0 not applicable 1 0 1 0.0 0.0

eXeCutive Committee

remo Brunschwiler ceo 609 263 36 183 1 091 96.9 51.9

other members (4) Members 1 112 481 76 299 1 968 167.1 83.1

total 1 721 744 112 482 3 059 264.0 135.0

2010 Function

Fixedcompen-sation variable compensation

other personnelexpenses3 total 2010

share matching plan: outstanding matching shares per 31.12.20104

in tCHF

short-term incentive:Annual variable salary1

in tCHF

long-term incentive:share matching plan2

in tCHF in tCHF in tCHF

total(from grants 2008−2010)

shares in 1 000From 2010 grant

shares in 1 000

boaRd oF diReCtoRs

Hans Ziegler chairman 180 not applicable 0 11 191 38.8 15.9

Jürg rückert Vice-chairman 70 not applicable 0 5 75 19.4 8.0

Heinz Bachmann Member 70 not applicable 0 4 74 19.4 8.0

Johann löttner Member 70 not applicable 0 4 74 14.5 8.0

Manfred Schuster Member 70 not applicable 0 5 75 19.4 8.0

total 460 0 29 489 111.5 47.9

FoRmeR membeR

Jacques réjeange Member 0 not applicable 0 0 0 1.6 0.0

eXeCutive Committee

remo Brunschwiler ceo 609 258 0 127 994 145.5 59.7

other members (4) Members 1 148 546 0 209 1 903 278.6 95.5

total 1 757 804 0 336 2 897 424.1 155.2

there was no compensation to former members of the executive committee in the years 2011 and 2010, respectively. 1 accrued variable salary that will be paid out in the following year2 numbers of vested matching shares multiplied by the share price at the vesting date. the first vesting date was 30 June 2011; the closing price on 30 June 2011 was cHf 0.90 3 include compulsory social security contributions (e.g. Swiss aHV / iV / eo), contributions to pension schemes (in Switzerland and the uSa), supplementary insurance benefits and benefits

in kind (e.g. company car)4 Swisslog Holding aG has implemented a share matching plan for a limited number of participants in 2008. under the plan, participants agree to buy a certain number of Swisslog shares

at market price or to bring in Swisslog shares from their private portfolios (“base shares”). participants can dispose of their base shares only after a blocking period of three years. upon expiry of the 3-years’ blocking period, participants receive free Swisslog shares (“matching shares”), where the number depends on how many base shares the participant had brought in and on the level of achievement of a 3-year performance target. participants receive one matching share per base share if the target is met at 100 %. the disclosed number of outstanding matching shares is based on the number of base shares brought in, and on estimates concerning the achievement of the 3-year performance targets. the estimates were done as per 31 December 2011 and 31 December 2010, respectively, and take into account the intermediate results that have been realized as per reference date as well as the budget and business-plan figures for the remainder of the vesting period. further information about the share matching plan, including the anticipated levels of target achievement, is shown in note 21 of the consolidated financial statement and in the corporate Governance report, which is included in the annual report


9.2 loans and credits

no loans, credits and advances were granted to members of the Board and the executive committee or persons closely related to them. no such loans were outstanding as of 31 December 2011 and 31 December 2010, respectively.

10. investments in shares of swisslog Holding aG held by members of the board and the executive Committee

the table shows the number of Swisslog shares owned by the members of the Board and the executive committee (including persons closely related to them) as per 31 December according to article 663c section 3 of the Swiss code of obligations.

Number of swisslog shares

Function 31 December 2011 31 December 2010

boaRd oF diReCtoRs

Hans Ziegler chairman 1 166 560 1 132 000

Jürg rückert Vice-chairman 53 280 36 000

Heinz Bachmann Member 58 280 41 000

Johann löttner Member 36 000 24 000

Manfred Schuster (until 31.12.2011) Member 117 280 112 000

total 1 431 400 1 345 000

eXeCutive Committee

remo Brunschwiler ceo and HcS Division president (ad interim) 439 600 400 000

Daniel fink WDS Division president 165 120 144 000

charlie Kegley (until 31.12.2011) president HcS region north america 120 620 99 500

christian Mäder cfo 171 120 150 000

philipp uschatz Head of corporate Hr 144 000 144 000

total 1 040 460 937 500

11. statement of changes in equity

share capitalother generalreserves Capital reserves retained earnings equity

in tCHFCapital contribution

reservereserve for

treasury shares Carried forward result

at 31 deCembeR 20091, 2 2 513 81 910 0 1 694 134 340 46 374 266 831

appropriation of net result 2009 46 374 −46 374 0

Dividend payment −4 995 −4 995

Building of reserve for treasury shares −746 746 0

reclassification of general reserveto capital reserves −77 806 77 806 0

net result 2010 −18 893 −18 893

at 31 deCembeR 20101 2 513 3 358 77 806 2 440 175 719 −18 893 242 943

appropriation of net result 2010 −18 893 18 893 0

allocation to legal reserves 1 354 10 093 −11 447 0

Dividend payment −7 462 −7 462

release of reserve for treasury shares 572 −572 0

net result 2011 60 365 60 365

at 31 deCembeR 20111 2 513 4 712 81 009 1 868 145 379 60 365 295 846

1 Before appropriation2 Statutory reserves in previous year renamed to other general reserves


appropriation of retained earnings2011 2010

in tCHF proposal of the Board of Directors resolution of the Annual General Meeting

retained earnings carried forward 145 379 175 719

net result 60 365 (18 893)

RetaiNed eaRNiNGs available FoR aPPRoPRiatioN 205 744 156 826

allocation to other general reserves1 0 (11 447)

balaNCe to be CaRRied FoRwaRd 205 744 145 379

1 thereof tcHf 10 093 qualified as capital contribution reserve (see note 11)

dividend2011 2010

in tCHF proposal of the Board of Directors resolution of the Annual General Meeting

capital contribution reserve before dividend payment 81 009 78 3782

allocation to capital contribution reserve 0 10 093

Dividend of cHf 0.04 (2010: cHf 0.03) per registered share of nominal cHf 0.01 on 249 333 039 (2010: 248 740 914) shares entitled to dividend at the expense of capital contribution reserve3 (9 973) (7 462)

CaPital CoNtRibutioN ReseRve aFteR divideNd PaymeNt 71 036 81 009

2 including release of reserve for treasury shares in 2011 (tcHf 572)3 Status as at 31 December 2011 and 31 December 2010, respectively. no dividend is paid on shares held by the company (treasury shares). the reported dividend requirement may change accordingly

appropriation of retained earnings and dividend


Basel, 12 March 2012

Report of the statutory auditor to the General meeting of swisslog Holding aG, buchs

as statutory auditor, we have audited the financial statements of Swisslog Holding aG, which comprise the balance sheet, income state-ment and notes (see pages 69 to 74) for the year ended 31 December 2011.

board of directors’ responsibilitythe Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. this responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. the Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

auditor’s responsibilityour 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 material 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 reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

opinionin our opinion, the financial statements for the year ended 31 December 2011 comply with Swiss law and the company’s articles of incorporation.

report on other legal requirements

We confirm that we meet the legal requirements on licensing according to the auditor oversight act (aoa) and independence (art. 728 code of obligations [co] and art. 11 aoa) and that there are no circumstances incompatible with our independence.

in accordance with article 728a paragraph 1 item 3 co and Swiss auditing Standard 890, we confirm that an internal control system exists, 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 incor-poration. We recommend that the financial statements submitted to you be approved.

ernst & Young ltd

Philip Klopfenstein Kaspar streifflicensed audit expert licensed audit expert(auditor in charge)



suBsidiaries and investments of swisslog group

key figures for share capital

consolidated data for the past 5 years


subsidiaries and investments of swisslog group at 31 december 2011

subsidiary registered office / CountryConsolidated

since Y / M Currencyshare capital

in Mio.equity

interest in %

1. subsidiaRies diReCtly Held by swissloG HoldiNG aG

a) Fully CoNsolidated maNaGemeNt, FiNaNCiNG aNd admiNistRatioN subsidiaRies

Swisslog Holdings (uK) ltd. redditch / united Kingdom 97/12 GBp 1.01 100 %

Swisslog uSa inc. city of Dover / uSa 99/09 uSD 0.00 100 %

Swisslog asia ltd. Hongkong / china 07/06 HKD 5.10 100 %

Swisslog ip aG Buchs / Switzerland 10/10 cHf 0.10 100 %

b) Fully CoNsolidated oPeRative subsidiaRies

Swisslog aB partille / Sweden 97/01 SeK 10.00 100 %

Swisslog aG Buchs / Switzerland 86/01 cHf 10.00 100 %

Swisslog aS oslo / norway 98/07 noK 0.50 100 %

Swisslog australia pty. ltd. epping / australia 96/01 auD 0.00 100 %

Swisslog B.V. culemborg / netherlands 86/01 eur 0.02 100 %

Swisslog ergotrans B.V. apeldoorn / netherlands 08/04 eur 0.11 100 %

Swisslog evomatic GmbH Sipbachzell / austria 09/05 eur 0.04 100 %

Swisslog france Sa Saint-Denis / france 99/09 eur 0.84 100 %

Swisslog italia S.p.a. Milan / italy 89/01 eur 0.55 100 %

Swisslog luxembourg S.a. ell / luxembourg 00/11 eur 1.35 100 %

Swisslog Malaysia Sdn Bhd Selangor Darul ehsan / Malaysia 97/01 MYr 0.50 100 %

Swisslog n.V. Wilrijk / Belgium 94/01 eur 0.12 100 %

Swisslog polska Sp. z o.o. Warsaw / poland 00/05 pln 0.10 100 %

Swisslog pte. ltd. Singapore 99/09 SGD 0.60 100 %

Swisslog Singapore pte. ltd. Singapore 97/01 SGD 0.10 100 %

Swisslog-accalon aB Boxholm / Sweden 07/06 SeK 1.00 100 %

2. siGNiFiCaNt subsidiaRies Not diReCtly Held by swissloG HoldiNG aG

a) Fully CoNsolidated maNaGemeNt, FiNaNCiNG aNd admiNistRatioN subsidiaRies

Swisslog (Deutschland) GmbH puchheim / Germany 89/01 eur 3.40 100 %

Swisslog Verwaltung aG puchheim / Germany 01/08 eur 0.71 100 %

b) Fully CoNsolidated oPeRative subsidiaRies

Swisslog (Shanghai) co, ltd. Shanghai / china 04/02 uSD 1.28 100 %

Swisslog (uK) ltd. redditch / united Kingdom 94/01 GBp 0.25 100 %

Swisslog GmbH Dortmund / Germany 97/12 eur 1.00 100 %

Swisslog Healthcare (uK) ltd. Southampton / united Kingdom 00/12 GBp 0.00 100 %

Swisslog logistics, inc. newport news / uSa 98/07 uSD 0.12 100 %

Swisslog rohrpostsysteme GmbH Westerstede / Germany 99/09 eur 0.50 100 %

Swisslog telelift GmbH puchheim / Germany 99/09 eur 0.84 100 %

Swisslog-accalon (Kunshan) co. ltd. Kunshan / china 08/02 uSD 1.30 100 %

translogic corp. Denver / uSa 99/09 uSD 0.00 100 %

translogic ltd. Mississauga / canada 99/09 caD 0.00 100 %

the changes of the investments to the previous year are described in note 1.24 of the consolidated financial statements 2011.


key figures for share capital

Unit 2011 2010 2009 2008 2007

Share capital McHf 2.5 2.5 2.5 2.5 2.5

Shares (at year-end) thousands 251 277 251 277 251 277 251 277 251 277

Dividend / share1 cHf 0.04 0.03 0.02 0.02 0.00

Dividend1 McHf 10.0 7.5 5.0 5.0 0.0

net result McHf 11.7 13.6 17.7 11.2 18.8

Basic earnings per share cHf 0.05 0.05 0.07 0.04 0.07

cash epS cHf 0.08 0.09 0.12 0.08 0.08

Quoted price of share2 High cHf 1.00 1.07 0.95 1.54 2.11

low cHf 0.57 0.74 0.32 0.39 1.45

closing price cHf 0.69 0.85 0.87 0.44 1.60

Market capitalization (at year-end) McHf 173.4 213.6 218.6 110.6 402.0

consolidated equity McHf 156.5 152.7 161.3 148.5 156.4

equity / share cHf 0.6 0.6 0.6 0.6 0.6

Market capitalization in % of equity % 111 140 136 74 257

price earnings ratio (pe-ratio)3 factor 14.8 15.7 12.4 6.4 21.4

1 proposal of the Board of Directors to the annual General Meeting for 2011 to distribute cHf 0.04 per entitled registered share2 rate of the day3 related to net result before amortization / impairment of goodwill

closing of financial year 31 December

Year incorporated 1900, Holding company 1986

registered office Buchs / aarau, Switzerland

exchange listing SiX Swiss exchange, Zurich

articles of association latest revision of articles of association: 15 april 2010

Share capital McHf 2.5

251 276 984 registered shares with a par value of cHf 0.01

registration limit in accordance with law


consolidated data for the past five years

CoNsoliDAteD BAlANCe sHeetAt 31 December, in MCHF 2011 2010 2009 2008 2007

assets

property, plant and equipment 14.0 13.2 14.9 13.0 14.0

Goodwill 78.8 72.3 80.1 78.1 90.8

other intangible assets 16.5 12.9 12.2 13.8 7.2

Deferred tax assets 5.8 6.7 5.4 6.0 5.9

investment in an associate 4.4 0.0 0.0 0.0 0.0

other assets 4.9 6.0 6.2 7.8 20.3

Non-current assets 124.4 111.1 118.8 118.7 138.2

inventories 23.0 23.3 22.9 26.4 28.6

trade receivables, amount due from customers for construction contracts and other receivables 180.4 147.9 136.9 166.5 162.3

cash, cash equivalents and current financial assets 87.6 86.3 124.4 113.3 99.5

Current assets 291.0 257.5 284.2 306.2 290.4

total assets 415.4 368.6 403.0 424.9 428.6

equity aNd liabilities

Share capital 2.5 2.5 2.5 2.5 2.5

reserves and currency translation reserves 154.0 150.2 158.7 145.9 153.8

non-controlling interests 0.0 0.0 0.1 0.1 0.1

equity 156.5 152.7 161.3 148.5 156.4

convertible bonds 0.0 0.0 0.0 0.0 54.0

Deferred tax liabilities 1.9 0.9 1.3 0.8 1.3

employee benefit liability and similar liabilities 7.9 7.3 8.4 9.5 8.8

Non-current liabilities 9.8 8.2 9.7 10.3 64.1

trade payables 56.9 54.8 59.4 65.6 64.1

amount due to customers for construction contracts 103.5 72.6 92.5 98.0 73.4

provisions 8.8 9.9 11.1 10.2 11.4

income tax payables 2.3 3.8 2.6 4.4 2.0

accrued expenses and deferred income 32.8 33.2 31.1 34.0 43.2

convertible bonds 0.0 0.0 0.0 37.9 0.0

other liabilities 24.7 13.2 15.2 16.0 14.0

financial liabilties 20.1 20.2 20.1 0.0 0.0

Current liabilities 249.1 207.7 232.0 266.1 208.1

total liabilities 258.9 215.9 241.7 276.4 272.2

total equity aNd liabilities 415.4 368.6 403.0 424.9 428.6

number of consolidated operative companies 26 27 27 26 25


CoNsoliDAteD iNCoMe stAteMeNt1 January to 31 December, in MCHF 2011 2010 2009 2008 2007

order intake 697.1 611.1 642.0 598.0 850.5

order backlog (at year-end) 519.6 400.9 446.4 445.6 682.3

CoNtiNuiNG oPeRatioNs:

Net sales 574.8 614.8 649.9 786.1 694.9

other operating income 0.8 1.2 2.5 0.3 2.7

Material and service expenses 250.5 268.9 303.3 398.4 311.9

personnel expenses 225.7 238.8 240.7 256.7 251.9

other operating expenses 72.2 80.2 68.9 90.2 92.7

Depreciation and amortization 8.0 8.0 11.1 5.8 6.7

total operating expenses 556.4 595.9 624.0 751.1 663.2

oPeRatiNG PRoFit (ebit) 19.2 20.1 28.4 35.3 34.4

net financial result 0.6 0.4 −4.3 −5.9 −5.2

Share of loss of an associate −0.6 0.0 0.0 0.0 0.0

Result beFoRe taX 19.2 20.5 24.1 29.4 29.2

income taxes −7.5 −6.9 −6.4 −11.5 −10.6

Result CoNtiNuiNG oPeRatioNs aFteR taX 11.7 13.6 17.7 17.9 18.6

attributable to:

equity holders of the parent 11.7 13.6 17.7 17.9 18.6

disCoNtiNuiNG oPeRatioNs:

net sales 0.0 0.0 0.0 12.5 12.7

other operating income 0.0 0.0 0.0 0.0 0.0

operating expenses 0.0 0.0 0.0 −12.2 −12.5

result from discontinued operations 0.0 0.0 0.0 −7.0 0.0

net financial result 0.0 0.0 0.0 0.0 0.0

Result beFoRe taX 0.0 0.0 0.0 −6.7 0.2

income taxes 0.0 0.0 0.0 0.0 0.0

Result disCoNtiNued aFteR taX 0.0 0.0 0.0 −6.7 0.2

attributable to:

equity holders of the parent 0.0 0.0 0.0 −6.7 0.2

Net Result 11.7 13.6 17.7 11.2 18.8

attributable to:

equity holders of the parent 11.7 13.6 17.7 11.2 18.8


Publishing details

PublisherSwisslog Holding aG, Buchs / aaraucorporate communications

Concept, designYJoo communications aG, Zurichwww.yjoo.ch

PhotographyMartin rütschi, Schindellegiwww.ruetschi.ch

PrintingSchwabe aG, Muttenzwww.schwabe.ch

this document contains certain forward- looking statements, recognizable by the use of words such as “expects”, “anti- cipates”, “future” or similar expressions or by discussion of strategies, plans or intentions, etc. Various factors, known and unknown risks and imponderabilities, many of which are beyond our control, may cause actual developments and results to differ substantially in the future from those reflected in forward-looking statements contained in this document. against the background of such uncertainties, readers should not rely on forward-looking statements. Swisslog assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

this annual report is available in english and German and can also be found at the website www.swisslog.com. the German report is the authoritative version.

Head officeSwisslog Holding aGWebereiweg 35033 Buchs / aarauSwitzerlandtel.: +41 (0)62 837 95 37fax: +41 (0)62 837 95 [email protected]

christian Mäderchief financial officerSwisslog Holding aGWebereiweg 35033 Buchs / aarauSwitzerlandtel.: +41 (0)62 837 95 64fax: +41 (0)62 837 95 [email protected]

Dr. christian WinikerHead corporate communicationsSwisslog Holding aGWebereiweg 35033 Buchs / aarauSwitzerlandtel.: +41 (0)62 837 95 36fax: +41 (0)62 837 95 [email protected]

ADDResses / ContACts

OuR EMPlOYEES MAKE It HAPPEn

At tHE End OF tHE dAY, It IS OuR EMPlOYEES wHO BuIld And dEvElOP SwISSlOg’S lIFEtIME PARtnERSHIPS wItH ItS ClIEntS.

On this page, you will find brief portraits of swisslog employ-ees who work for the clients featured in this Annual Report. They represent all colleagues who have contributed to the lifetime partnerships swisslog has established with numerous clients.

Our employees nurture these relationships through their competence, commitment and dedication to serve customers as best they can.

Ben Hinnen is Vice President and Business Unit manager for Automated Drug man-agement systems in North America. he has been advising Lehigh Valley health Network (Pennsylvania, UsA) since 2005.

agner Santiago provides customer care and technical support for the pharmacy automation systems swisslog implemented at the Lehigh Valley hospitals. he joined swisslog in October 2010.

terry powell is the senior site manager for Automated Drug management systems at Lehigh Valley health Network. he has worked with this customer ever since the first installation of PillPick in 2005.

Mario dobler is Key Account manager Customer support. he has advised and served clients during critical stages of their logistics development, including f. hoffmann-La Roche at its site in Kaiseraugst, switzerland since 1994.

reto Meier is Project manager Logistics systems. since joining swisslog in 1994, he has led several expansion and modern-ization projects in Europe and Asia / Pacific, including those for our f. hoffmann- La Roche key account.

erich Borer has been a core member of swisslog’s on-site support team for f. hoffmann-La Roche at its Kaiseraugst site ever since the first project, an auto-mated high-bay and miniload warehouse, was implemented in 1994.

eric kok is sales Director in southeast Asia. he has developed and served key accounts all over the region for many years, includ-ing shanghai haiyan Logistics Develop-ment Co. in shanghai since the start of the partnership in 2002.

Chris Wei has been Customer support manager for haiyan Logistics since 2008. he provides software and hardware support during daily operations at the client’s distri-bution center, including advise on the mod-ernization requirements of the systems.

nicholas tripptree is head of Cus tomer support & Quality for Asia / Pacific. After joining swisslog in 2004, he established the engineering team in China and has man-aged quality and modernization projects throughout Asia.

www.swisslog.com

Documents

2011 AnnuAl RepoRt LifETimE PARTNERshiP · 2012. 7. 4. · 2011 AnnuAl RepoRt | sHAReHolDeRs’ letteR 3 In the 2011 fiscal year, swisslog achieved a satisfactory result overall