Annual Report 2008
Transcription
Annual Report 2008
Head office Husqvarna AB (publ) • Mailing address: Box 30224, SE-104 25 Stockholm Visiting address: Lindhagensgatan 126 • Telephone: +46 36 14 65 00 • www.husqvarna.com Registered office Husqvarna AB (publ) Jönköping • Mailing address: SE-561 82 Huskvarna Visiting address: Drottninggatan 2 • Telephone: +46 36 14 65 00 • Telefax: +46 36 14 68 10 HUSQVARNA ANNUAL REPORT 2008 SUH ANRAVQ NA LAUN PER TRO 8002 HUS QVARNA AN NUAL REP ORT 2008 Annual Report 2008 Contents 2008 Highlights of the year 1 Parent Company Report by the President 2 Income statement 42 Strategy 4 Balance sheet 43 Strong brands 6 Cash flow statement 44 Powerful global distribution network 7 Change in equity Broad product offering 8 Definitions Efficient supply chain 45 46 12 Notes 46 – 83 Financial goals 13 Proposed Distribution of Earnings Business areas 14–25 Auditor’s Report 85 84 Consumer Products 14 Five-year review 86 Professional Products 20 Quarterly data 88 Report by the Board of Directors 26–37 Risk management 34 Financial Statements 38–45 Group Corporate Governance Report 2008 Board of Directors and Auditors 90 100 Group Management 102 Sustainable development 104 Income statement 38 The Husqvarna share 110 Balance sheet 39 Annual General Meeting 2009 112 Cash flow statement 40 History 113 Statement of shareholders´ equity 41 Financial information 2009 23 April Annual General Meeting 8 May Interim report January–March 17 July Interim report January–June 23 October Interim report January–September Contacts Åsa Stenqvist Head of Group Staff Communications and Investor Relations ir @husqvarna.se, +46 8 738 64 94 The Annual Report is distributed to all new shareholders for the year and to those who have explicitly requested one. The Annual Report and other financial reports are also available at www.husqvarna.com/ir. Printed copies can be ordered from the web site. Tobias Norrby Investor Relations Manager [email protected], +46 8 738 83 35 Press Hotline [email protected], +46 8 738 70 80 Head office Husqvarna AB (publ) • Mailing address: Box 30224, SE-104 25 Stockholm Visiting address: Lindhagensgatan 126 • Telephone: +46 36 14 65 00 • www.husqvarna.com Registered office Husqvarna AB (publ) Jönköping • Mailing address: SE-561 82 Huskvarna Visiting address: Drottninggatan 2 • Telephone: +46 36 14 65 00 • Telefax: +46 36 14 68 10 HUSQVARNA ANNUAL REPORT 2008 SUH ANRAVQ NA LAUN PER TRO 8002 HUS QVARNA AN NUAL REP ORT 2008 Annual Report 2008 Contents 2008 Highlights of the year 1 Parent Company Report by the President 2 Income statement 42 Strategy 4 Balance sheet 43 Strong brands 6 Cash flow statement 44 Powerful global distribution network 7 Change in equity Broad product offering 8 Definitions Efficient supply chain 45 46 12 Notes 46 – 83 Financial goals 13 Proposed Distribution of Earnings Business areas 14–25 Auditor’s Report 85 84 Consumer Products 14 Five-year review 86 Professional Products 20 Quarterly data 88 Report by the Board of Directors 26–37 Risk management 34 Financial Statements 38–45 Group Corporate Governance Report 2008 Board of Directors and Auditors 90 100 Group Management 102 Sustainable development 104 Income statement 38 The Husqvarna share 110 Balance sheet 39 Annual General Meeting 2009 112 Cash flow statement 40 History 113 Statement of shareholders´ equity 41 Financial information 2009 23 April Annual General Meeting 8 May Interim report January–March 17 July Interim report January–June 23 October Interim report January–September Contacts Åsa Stenqvist Head of Group Staff Communications and Investor Relations ir @husqvarna.se, +46 8 738 64 94 The Annual Report is distributed to all new shareholders for the year and to those who have explicitly requested one. The Annual Report and other financial reports are also available at www.husqvarna.com/ir. Printed copies can be ordered from the web site. Tobias Norrby Investor Relations Manager [email protected], +46 8 738 83 35 Press Hotline [email protected], +46 8 738 70 80 husqvarna in brief Husqvarna iN BRIEF 10 9 north america rest of the world 4 Net sales 2008, SEKbn forestry 1 2 Professional Products The modern logotype reflects the past, but also signals that Husqvarna still aims for the future. Production facilities Subsidiaries or distributors Husqvarna’s products are sold through 25,000 dealers world wide. market position 29%* Lawn mowers, garden tractors, trimmers, chainsaws, leaf blowers, hedge trimmers and snow throwers. World’s largest producer of lawn mowers and chainsaws, as well as handheld petrol-powered garden equipment such as trimmers and leaf blowers. One of the two largest in garden tractors. Gardena is the market leader in Europe for irrigation products and garden tools. 32%* Lawn mowers, garden tractors, trimmers, chainsaws, leaf blowers, hedge trimmers and snow throwers. Products for irrigation and ponds as well as garden tools. the acquisition of Gardena the product range was 2007 Through extended to include equipment and garden tools. brands 2006 Husqvarna once again becomes an independent stock listed company. 1995 Launch of Automower® the world’s first solar powered robotic lawn mower. 1986 Production start for the first riding lawn mower developed in-house. acquires Husqvarna, start of the expansion within 1978 Electrolux outdoor products. starts production of chainsaws and engine-driven 1959 Husqvarna lawn mowers. professional products l awn and garden Rest of the World Consumer Products product offering Consumer products construction 6 North America H usqvarna is the worl d’ s largest m anufac turer o f law n m ow ers an d cha insaw s as w ell as han d hel d, petrol- P OW ER ED gar d en pro d u c ts su ch as tr immers an d blow ers. the group is also the glo bal lea d er in cuttin g equipment an d d i a m on d tools f or the constru c ti on an d stone in d ustr ies. The pro d u c t ran ge in clu d es pro d u c ts for both consu mers an d pro fessional users. The Group ’ s pro d u c ts are sol d in m ore than 10 0 countr ies worl d w id e. net sales in 20 0 8 a m ounted to SEK 32. 3 BIL L IO N an d the average nu mber o f employ ees was approx im ately 15,70 0. * The graphs show share of total Group sales. history 300 years of INNOVATION Europe 17%* 12%* 10%* Premium chainsaws, clearing saws and accessories such as chains, blades, protective clothing and tools. Riders and walk-behind lawn mowers, zero-turn mowers, specialty turf-care equipment, trimmers, hedge trimmers and leaf blowers. Floor saws, wall and wire saws, tile and masonry saws, drill motors, machines for surface prepar ation, power cutters and diamond tools, diamond tools for the stone industry. Husqvarna and Jonsered are two of the top three leading brands for professional chainsaws in the global market, with a combined market share of approximately 40%. One of the world’s largest manufacturer of handheld products. World leader in diamond tools and cutting equipment for the construction and stone industries. range is extended to include motor bikes, 1903 Product which were manufactured until 1987. 1896 Production of bicycles starts, continues until 1962. 1689 1872 Husqvarna starts production of sewing machines and kitchen equipment in cast-iron. 1689 Husqvarna is founded as a weapons foundry for the Swedish armed forces. The oldest version of Husqvarna’s logotype symbolizes the sight and the barrel on the musket. husqvarna in brief Husqvarna iN BRIEF 10 9 north america rest of the world 4 Net sales 2008, SEKbn forestry 1 2 Professional Products The modern logotype reflects the past, but also signals that Husqvarna still aims for the future. Production facilities Subsidiaries or distributors Husqvarna’s products are sold through 25,000 dealers world wide. market position 29%* Lawn mowers, garden tractors, trimmers, chainsaws, leaf blowers, hedge trimmers and snow throwers. World’s largest producer of lawn mowers and chainsaws, as well as handheld petrol-powered garden equipment such as trimmers and leaf blowers. One of the two largest in garden tractors. Gardena is the market leader in Europe for irrigation products and garden tools. 32%* Lawn mowers, garden tractors, trimmers, chainsaws, leaf blowers, hedge trimmers and snow throwers. Products for irrigation and ponds as well as garden tools. the acquisition of Gardena the product range was 2007 Through extended to include equipment and garden tools. brands 2006 Husqvarna once again becomes an independent stock listed company. 1995 Launch of Automower® the world’s first solar powered robotic lawn mower. 1986 Production start for the first riding lawn mower developed in-house. acquires Husqvarna, start of the expansion within 1978 Electrolux outdoor products. starts production of chainsaws and engine-driven 1959 Husqvarna lawn mowers. professional products l awn and garden Rest of the World Consumer Products product offering Consumer products construction 6 North America H usqvarna is the worl d’ s largest m anufac turer o f law n m ow ers an d cha insaw s as w ell as han d hel d, petrol- P OW ER ED gar d en pro d u c ts su ch as tr immers an d blow ers. the group is also the glo bal lea d er in cuttin g equipment an d d i a m on d tools f or the constru c ti on an d stone in d ustr ies. The pro d u c t ran ge in clu d es pro d u c ts for both consu mers an d pro fessional users. The Group ’ s pro d u c ts are sol d in m ore than 10 0 countr ies worl d w id e. net sales in 20 0 8 a m ounted to SEK 32. 3 BIL L IO N an d the average nu mber o f employ ees was approx im ately 15,70 0. * The graphs show share of total Group sales. history 300 years of INNOVATION Europe 17%* 12%* 10%* Premium chainsaws, clearing saws and accessories such as chains, blades, protective clothing and tools. Riders and walk-behind lawn mowers, zero-turn mowers, specialty turf-care equipment, trimmers, hedge trimmers and leaf blowers. Floor saws, wall and wire saws, tile and masonry saws, drill motors, machines for surface prepar ation, power cutters and diamond tools, diamond tools for the stone industry. Husqvarna and Jonsered are two of the top three leading brands for professional chainsaws in the global market, with a combined market share of approximately 40%. One of the world’s largest manufacturer of handheld products. World leader in diamond tools and cutting equipment for the construction and stone industries. range is extended to include motor bikes, 1903 Product which were manufactured until 1987. 1896 Production of bicycles starts, continues until 1962. 1689 1872 Husqvarna starts production of sewing machines and kitchen equipment in cast-iron. 1689 Husqvarna is founded as a weapons foundry for the Swedish armed forces. The oldest version of Husqvarna’s logotype symbolizes the sight and the barrel on the musket. highlights of the year • Lower demand in both North America and Europe, particularly in the second half of the year. • Net sales declined by 3% to SEK 32,342m (33,284) and operating income by 34% to SEK 2,361m (3,564). • The decline in operating income referred mainly to Consumer Products, and to the Construction product area within Professional Products. • Continued high growth for Husqvarna-branded consumer products in the servicing dealer channel. • Products launched in 2008 included a new version of the robotic lawn mower, Automower ® powered by battery and solar cells, new chainsaws with improved environmental performance, and a demolition robot for the construction industry. • Group’s presence and production capacity in Asia strengthened by acquisition of outdoor-products operation in Jenn Feng. •M agnus Yngen took office as new President and CEO as of 1 October 2008. Return on capital employed, % 10.7 17.6 23.8 24.1 31.1 Return on equity, % 15.8 28.6 32.5 40.1 41.9 H USQVA R N A A NN UA L REP O R T 2 0 0 8 1.5 1.8 2.4 2.6 2.9 1 • Forestry continued to perform well, due mainly to good growth for premium chainsaws in North America. Key data* 2008 2007 2006 2005 2004 Net sales, SEKm 32,342 33,284 29,402 28,768 27,202 Gross margin, % 29.0 29.4 27.0 26.6 26.9 2,361 3,564 3,121 2,927 2,983 7.3 10.7 10.6 10.2 11.0 1,288 2,036 1,862 1,641 2,323 Earnings per share, SEK** 3.34 5.29 4.83 4.26 7.78 Dividend per share, SEK** 0.00 2.25 1.73 — — Operating income, SEKm Operating margin, % Income for the period, SEKm Capital turn-over rate, times Operating cash flow, SEKm Average number of employees 2,013 1,843 535 949 2,073 15,720 16,093 11,412 11,681 11,657 * For defintions, see page 46. Key data for 2004 are combined financial statements, 2005 is pro forma. ** 2006 are restated for bonus issue. The Board proposes no dividend for 2008. Net sales by business area Operating income by business area Consumer Products, SEK 19,849m Consumer Products, SEK 963m Professional Products, SEK 12,493m Professional Products, SEK 1,587m Net sales by geographical area Employees by geographical area Rest of the World, 10% Rest of the World, 15% North America, 40% North America, 40% Europe, 50% Europe, 45% report by the president “ “I 2 H USQVA R N A A NN UA L REP O R T 2 0 0 8 to o k ov er a s ceo o n 1 o c to ber 20 0 8. In Nov ember w e s ta r ted wo r k o n fu r ther d e v el o pment o f the Gro u p ’ s s tr ategic pl a n. This in vo lv e s m a k ing pro per use o f the p otenti a l o f o u r br a n ds, sim u lta n eo usly m a k ing the su pply ch a in m o r e effi cient. A ltho u gh 20 0 9 w il l be a d iffi cu lt y e a r in ter ms o f m a r k e t co n d itio ns, I a m co n v inced th at ther e a r e v er y go o d o pp o r t u n itie s fo r H usqva r n a to s tr en gthen its m a r k e t p ositi o ns.” report by t h e pre si d ent Decision on cost-cutting measures With reference to the weak market conditions, we implemented substantial reductions in capacity in order to reduce costs within the Group. This affects 960 of the company’s approximately 15,700 employees. The total cost for these adjustments amounts to SEK 316m, which was charged against income for 2008. Estimated annual savings amount to approximately SEK 350m, and are expected to take full effect as of the third quarter of 2009. Integration of acquisitions Work on integrating acquired operations continued during the year. The Gardena sales organization is now fully integrated in the Group’s organization for the mass market in Europe. The ongoing coordination of logistics will enable a reduction in the number of warehouses. The Gardena product offering for 2009 has been expanded with electrically powered lawn mowers and new trimmers, developed by our joint product development resources, and based on models in the Group’s product range. These products have been received very well and have expanded Gardena’s presence with retailers. In the Zenoah operation, work is continuing on develop ing common platforms for such products as chainsaws and leaf blowers, and several new products were launched dur- Strategic review In November we started work on further development of the Group’s strategic plan. Although Husqvarna has a strong position, we must set priorities for both the short and the long term. This involves making proper use of the potential of our brands, simultan eously making the supply chain more efficient by consolidating production, and utilizing opportunities in low-cost countries. We have to maintain a high rate of product development in prioritized areas. This is especially import ant with reference to the demands for greater energy efficiency and reduced emissions which our petrol-powered products will have to satisfy. Husqvarna aims to be the leader also in this respect. We must also continue to expand our distribution network. Outlook for 2009 Market conditions will remain weak in 2009, with lower demand in both Europe and the US. We will maintain a high level of flexibility and be prepared to make rapid adjustments if market conditions deteriorate further. We will focus on maintaining costs and inventory at low levels and prioritizing cash flow. With regard to costs, the implemented cutbacks will generate effects during the second half of 2009. Integration of acquisitions will also make a positive contribution, as we are increasing our efforts to realize potential synergies. As retailers have been cautious in terms of inventory build-ups for the coming season, production will be ramped up later. We expect a significantly weaker start of the season in 2009 in comparison with the very strong start in 2008. Although 2009 will be a difficult year in terms of market conditions, I am convinced that there are very good opportunities for Husqvarna to strengthen its market positions both this year and in the years to come. Magnus Yngen President and CEO H USQVA R N A A NN UA L REP O R T 2 0 0 8 Continued growth in core areas Despite difficult market conditions, there were positive trends during the year in several product areas. Sales of professional chainsaws increased, particularly in the US. Total sales and operating income for forestry products were unchanged. This was enabled mainly by launches of new products with both improved performance and lower production costs, and by rationalization of production. Other products showing positive performance included Riders, the robotic lawn mower Automower ®, and premium Husqvarna-branded products for consumers. ing the year. Integration of this operation has also generated opportunities for increasing efficiency in product development and production. In December the Group completed the acquisition of Jenn Feng in China, which has annual sales of approximately SEK 800m. The company focuses on chainsaws and other outdoor products for the lower price segments, which are produced at a plant in China. In the long term there is a substantial potential for creating growth for several of our tactical brands in both Asia and in our traditional markets, on the basis of Jenn Feng’s product range and its cost-efficient production. 3 Husqvarna has a history of stable growth and high profitability over many years. The Group’s performance in 2008 was weak however, as a result of the sharp deterioration in market conditions during the year. Group sales in 2008 declined by 3%. Excluding costs for personnel cutbacks of SEK 316m, operating income declined by 25% and margin was 8.3% in comparison with 10.7% in 2007. The decline in operating income was due mainly to lower sales volumes for consumer products, particularly in the US, and for professional products for the construction industry, as well as higher material costs. In light of the weaker demand, we implemented substantial production cutbacks in order to reduce inventories, which had a considerably adverse effect on income, due to lower cost absorption at our plants. Leading Global market positions No. 1 Chainsaws No. 1Other handheld petrol-powered products, e.g. clearing saws and trimmers No. 1Lawn mowers No. 1–2Garden tractors No. 1Cutting equipment and diamond tools for the construction and stone industries 4 H USQVA R N A A NN UA L REP O R T 2 0 0 8 No. 1 Consumer products for irrigation in Europe strategY Strong points Husqvarna has a portfolio of strong brands, a broad global distribution network, and a competitive product offering based on advanced technical competence. The Group has a cost-efficient production system based on large volumes. The highly flexible supply chain enables the Group to manage seasonal and weather-related variations in demand. Acquisitions reinforce market positions Subsequent to the stock-exchange listing in June 2006, Husqvarna has acquired ten operations with combined sales of approximately SEK 7,000m. These acquisitions have strengthened the Group additionally by providing strong brands and complementary products, as well as by expanding the production base and the number of suppliers in Asia. Acquisitions 2006–2008 Sales, Year Company ProductsSEKm* Powerful global distribution network Broad product offering Efficient supply chain Reason for acquisitionSynergies** Consumer 2007Gardena, GermanyIrrigation systems 3,800 New, complementarySales, product Products and garden product range, development, equipment brand, distribution purchasing, administration, production 2008 Jenn Feng, China Chainsaws, lawn mowers 800 Production in China, generators, etc. lowspec. products, McCulloch brand Components, production, purchasing, M&S, distribution Professional 2006Dixon, USA Zero-turn lawn mowers 400 Product range, Products distribution Product development, production 2006 Jikai, ChinaDiamond tools 160 Production in China Production, purchasing 2007 Komatsu Zenoah, Chainsaws, 1,200 Product range, Japan trimmers, leaf blowers distribution in Japan Product development, product exchanges, purchasing, production, M&S 2007Soff-Cut, USA Equipment for 240 Product range early sawing in concrete Product exchanges, distribution 2007 Klippo, Sweden Lawn mowers 150 Product range Purchasing, production, distribution 2007 Product exchanges, distribution King Concepts, Grinding and 30 Product range Australia polishing equipment 2008Sandvik Nora, SwedenDiamond tools 65 Product rangeDistribution, administration 2008 Meco, USAFloor saws 54 Product range * Annualized as of acquisition date. ** M&S = Marketing and Sales. Product exchanges, distribution H USQVA R N A A NN UA L REP O R T 2 0 0 8 Husqvarna’s market positions have been built over a long period through both organic growth and acquisitions, while good profitability has been maintained. Strong brands 5 H usqva r n a is the wo r l d’ s l a rge s t pro d u cer o f o u t d o o r p ow er pro d u c t s. The Gro u p h a s l e a din g p ositi o ns in the glo ba l m a r k e t f o r pro d u c t c atego r ie s w hi ch acco u nt fo r a pprox im ately 85% o f s a l e s. S T R AT EGY Strong brands Husqvarna is the major brand, accounting for more than 40% of total Group sales as well as the majority of sales for Professional Products. Husqvarna has been a strong global brand for many years, particularly for chainsaws and other handheld products. The brand stands for technical leadership, high performance and quality. Husqvarna-branded products are sold in the premium segment. The range of products under the Husqvarna brand has been steadily expanded, and also includes highperformance consumer products. These products are sold mainly through servicing dealers. They have shown average annual growth of approximately 10% over the past five years and now account for a substantial share of sales by Consumer Products. Investment in marketing increased by approximately SEK 100m in 2008, primarily in North America, which contributed to higher sales in this market. The Group will continue to invest in brand-building. Gardena is the leading brand for irrigation and garden equipment in the European consumer market. The brand has a very strong position in the premium segment, and accounts for approximately 10% of Group sales. Market research has consistently shown that awareness of the brand is very high among consumers. Good opportunities exist for increasing sales under the Gardena brand by expanding the product offering as well as the brand’s geographical presence in new markets, including Eastern Europe. Other brands The Group has a number of brands with strong pos itions in local or regional markets and within specific product categories. These brands are important but will not be expanded at the global level. The largest of them in terms of sales are: Poulan and WeedEater, well-known brands for chainsaws and garden products in the North American mass market. Partner, which has a corresponding position in Europe and is particularly strong in Scandinavia. Jonsered, a leading brand for high-performance forestry and land maintenance products, with a similar position to Husqvarna’s in certain markets. Zenoah, with a similar position to Jonsered in the Japanese market. Flymo, a market leader in electrical garden products for the consumer market in the United Kingdom, with a strong position in Scandinavia. 6 H USQVA R N A A NN UA L REP O R T 2 0 0 8 The Group has a portfolio of strong brands which addresses specific customer segments and corres ponding sales channels. Higher sales under premium brands Premium 62% 44% 2003 The share of sales under brands that are positioned in the premium segment rose from 44% of sales to 62 % in 2003–2008. 2008 Production for other companie’s brands Other premium brands* Husqvarna Tactical brands Gardena *Other premium brands include Jonsered, Zenoah, Klippo and Diamant Boart. S T R AT EGY In terms of consumer products, Husqvarna has maintained strong positions for many years with the leading chains in both Europe and the US. The Group has steadily reinforced these positions through investments in product renewal and greater efficiency in the supply chain. The Group’s American operation has been the main supplier of Craftsman-branded products to Sears since the 1980’s. Sears is the world’s largest retailer of outdoor products, with a market share of approximately 25% in the US. Gardena has leading positions for its product cat egories at 8 of the 10 major retailers in Europe. The acquisition of Gardena gives the Group a broader product offering and a greater presence among retailers in Europe, which creates new growth opportunities. 7 Husqvarna has a powerful global distribution network, with strong positions at both major retailers and servicing dealers. Husqvarna-branded products for both professionals and consumers are sold through approximately 25,000 servicing dealers world-wide. Sales and support for these dealers are provided by the Group’s own global sales organization, which operates com panies in more than 40 countries. The comprehensive distribution network has been built over a long period of time and is a significant competitive advantage. The sales organization is committed to continuously improving support and service to dealers, as well as to increasing the total number of dealers and strengthening the Group’s positions with existing customers. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Powerful global distribution network Distribution channels, share of sales Major retailers Sales by distribution channel Servicing dealers Construction contractors 1) Consumer Products Servicing dealers, 48% North America 83% Sears, Lowe’s, Walmart etc. 17% — 69% B&Q, Leroy Merlin, OBI, Bauhaus etc. 31% — 87% 9% Rest of the World Professional Products 4% 1) Refers to the Construction product area. Major retailers, 48% Construction contractors, 4% S T R AT EGY Broad product OFFERING 8 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Husqvarna has a broad, competitive product offering. The Group has particularly strong positions for handheld products such as chainsaws, clearing saws and trimmers, as well as for wheeled products such as tractors and lawn mowers. The Group’s goal is to be the leader in the most import ant categories. In order to ensure strong partnership with customers, the Group must provide a complete product offering that includes competitive products even in cat egories where it does not aim to be the leader. Advanced technical expertise Husqvarna has extensive resources and advanced competence for product development. Expertise in engine technology for two-stroke engines for handheld petrol-powered products has been decisive for achieving a leading position in the global market. The Group has succeeded in combining high performance with such vital features as low weight, improved ergonomics, simplified service, reduced exhaust emissions and lower energy consumption. The Group’s expertise and patents in engine technologies, particularly for handheld products, represent a substantial competitive advantage. Faster rate of product launches In recent years the Group has been able to launch new products at a faster rate without incurring higher development costs. Coordination with acquired companies can contribute to even greater efficiency. Coordination involves establishing a Group-wide process for product development that covers all phases, from identification of business opportunities based on customer benefits to the launch of a new product. The process is being introduced gradually throughout the Group’s oper ations, and will also be aligned with Group-wide processes for purchasing and quality assurance. Reduced environmental impact Husqvarna is the leader in several areas in terms of products with reduced environmental impact. The Group’s new engines comply with the strictest exhaust-emission criteria in the US and Europe and are also considered to be in compliance with all currently known future regulations. Husqvarna launched environmentally adapted fuels and lubricants at an early stage. The Group uses a mix of technological solutions, including catalysts, in order to reduce exhaust emissions and achieve optimal performance. Chainsaws with the new patented X-TORQ® engine feature reductions of up to 60% in exhaust emissions and up to 20% in fuel consumption. Automower ® Solar Hybrid, the latest version of the Group’s robotic lawn mower, is powered by batteries and solar cells and is unique in the market. Over the next few years the Group will increase investments in development and marketing of products with improved environmental performance. A revolution in lawn care Automower ®, the world’s first robotic lawn mower, was developed by Husqvarna. Automower ® is silent and emission-free, and features low energy consumption. It mows the lawn automatically and returns to the docking station when battery power drops to a predefined level. Automower ® is available in several versions, tailored for lawn surfaces of up to 3,000 m2. In 2008 Husqvarna launched the Automower ® Solar Hybrid , which is driven by both solar cells and a battery. The solar cells enable reduced energy consumption and longer battery life. S T R AT EGY X-TORQ® Improved handle design The asymmetric rear handle features a soft inlay for a more stable grip, which means less fatigue. AutoTune AutoTune technology uses a computer chip to control the flow of fuel to the engine. This enables automatic optimization of performance as well as reduced emissions. 9 Husqvarna’s new patented X-TORQ technology enables reducing fuel consumption by up to 20% and emissions by up to 60%. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Chainsaws for optimal productivity Husqvarna chainsaws are built to meet strict demands for performance, ergonomics and safety. Unique technology in X-TORQ and E-TECH engines enable maximum power and torque combined with lower emissions and fuel consumption. The new 576 XP® AutoTune chainsaw will be launched in 2009, and represents a technological and environmental breakthrough for professional chainsaws. AutoTune technology uses a computer chip to control the flow of fuel to the engine. This enables automatic optimization of chainsaw performance, which in turn reduces fuel consumption and emissions. Automower ® 260 ACX for large surfaces In 2009 Husqvarna will launch the Automower ® 260 ACX, designed for lawn surfaces of up to 6,000 m2, and ideal for professional users as well as homeowners with large lawns. If mowing is interrupted, the mower sends a text message to the cell phone. S T R AT EGY Broad product OFFERING 10 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Riders for demanding users Husqvarna Riders meet advanced criteria for both consumers and professional users. The unique rear-wheel steering gives the Riders superior maneuverability, and at full steering lock, the uncut circle is only about 20 cm in diameter. The front-mounted cutting deck enables easy mowing under bushes or close to fences and walls. The 15V2sAWD Rider offers features such as power steering, front lighting and a comfort seat. The Combi cutting deck enables BioClip® as well as rear discharge. All-Wheel-Drive (AWD) ensures maximum traction on wet grass, clay or snow. The 15V2sAWD can be fitted with attachments for year-round use. Automatic irrigation system In 2008 Gardena launched the AquaContur Automatic irrigation system, which ensures perfectly uniform watering of entire lawns of up to 380 m2. The irrigation unit is either mobile or a permanently installed pop-up. A range of 50 adjustable settings enables the sprinkler to match the contours of the garden. More efficient hose-trolley from Gardena The new Gardena hose-trolley features a folding crank handle, so there’s no need to bend down in order to unwind the hose. It also features a control that enables the hose to be unwinded without tangling. Broad, large-diameter wheels make it easier to pull the trolley through tall grass or on uneven terrain. A height-adjustable holder can store a nozzle, a spray gun or a spray lance. S T R AT EGY Husqvarna Panthera Leo The Panthera Leo is a Husqvarna concept product. This silent, battery-driven and environment-friendly ride-on lawn mower, could become a reality within five years. Panthera Leo is a hybrid of a Rider and a Zero-turn mower, made of recycled plastic and aluminum. Cutting height and width are controlled by regulators on the steering wheel. An LCDscreen displays information such as speed, cutting height, cutting width, remaining battery time and service requirements, as well as warning messages, e.g. if there is a risk of collision. Sensors enable the Panthera Leo to suggest appropriate speed and cutting height, to ensure perfect mowing. 11 Innovative diamond wire Husqvarna’s new C 1200 “Cobra wire” has been developed for difficult sawing of concrete or stone, without the need for water as a lubricant. The “Cobra wire” can thus be used for demolition of nuclear power plants, which involves major environmental problems. Since the wire requires no water, sawing does not generate secondary radioactive water, which is expensive to purify. “Cobra” can also cut through large and complex metal structures, which provides new opportunities for recycling of materials. In 2008 the “Cobra wire” received Husqvarna Group’s internal award as the Best Green Innovation. H USQVA R N A A NN UA L REP O R T 2 0 0 8 New demolition robot The new radio-controlled DXR 310 demolition robot is the latest addition to Husqvarna’s product offering for the construction industry. The robot is Husqvarna’s first, designed for light demolition both indoors and outdoors as well as in sensitive environments such as processing plants. The robot is controlled by a userfriendly Bluetooth-assisted remote control that fits into a shoulder strap. S T R AT EGY Husqvarna has a well-developed production system with high flexibility in order to handle seasonal and weather-related variations in demand. The Group operates 22 large facilities and the greater share of production is located at four major specialized plants in the US. Fixed costs comprise approximately 22% of the Group’s total costs. The Group’s American plants are very competitive, on the basis of cost-efficiency and proximity to customers in the US, which is the largest market for garden products. Husqvarna is a net exporter from the USA. The short season for garden products and the dependence on weather conditions can involve rapid fluctuations in demand. This requires locating part of production close to the major markets in order to ensure prompt deliveries and quality customer service. Increased production and purchasing in low-cost countries Acquisitions have given the Group new plants in China and the Czech Republic, and have also provided access to a network of local suppliers. In 2009 the Group will open a new plant in China with production that includes chainsaws for the consumer market and an annual capacity of approximately 1 million units. The share of production in low-cost countries will gradually increase in terms of components and products for lower price segments. There will also be an increase in purchases of components from low-cost countries, which amounted to more than 20% in 2008. Major plants and product flows Sweden • Premium chainsaws • Clearing saws • Riders • Power cutters 12 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Efficient supply chain China • Low-end chainsaws, trimmers, and lawn mowers • Construction products • Sourcing of low-end handheld electrical products and components USA • Tractors • Lawn mowers • Trimmers • Chainsaws Major plants before acquisitions Acquired plants Acquisitions in low-cost countries Product flows Financial goals Sales growth and operating margins have historically been in line with the Group’s stated goals. Husqvarna’s weaker performance in 2008 is was due primarily to the sharp, rapid downturn in demand during the year. Ongoing cost reductions In light of the deterioration in market conditions, it was decided that personnel cutbacks would be implemented in order to reduce the Group’s costs. These cutbacks affect 960 of the Group’s approximately 15,700 employees. The cost of the cutbacks is SEK 316m, which was charged against income for 2008. Annual savings are estimated at approximately SEK 350m and will take full effect as of the third quarter of 2009. Long-term financial goals To be achieved by Net sales • Annual organic growth of approximately 5% over the course of a business cycle. • Additional growth through complementary acquisitions. Organic growth • Faster rate of new product launches. • Utilize potential of brands, particularly Husqvarna and Gardena. • Reinforce and expand distribution network. Profitability • Operating margin of more than 10% over the course of a business cycle. H USQVA R N A A NN UA L REP O R T 2 0 0 8 The Gro u p h a s a lo n g his to r y o f s ta bl e grow th a n d go o d pro fita bil it y. The lo n g-ter m fin a nci a l goa l s th at w er e e s ta bl ished in co nnec tio n w ith the s to ck- e xch a n ge l is tin g in 20 0 6 a r e u n ch a n ged. Complementary acquisitions • Synergies in e.g. distribution, brands or technologies. • Rapid and successful integration in Group operations. Capital structure • C apital structure should meet criteria for long-term credit rating corresponding to at least BBB. This is considered to require that seasonally adjusted net debt in relation to EBITDA should not exceed a multiple of 2.5 in the long term. 13 Maintain high operating margin • Focus on growing most profitable product categories. • Greater cost-efficiency, e.g. through relocation of production and increased purchasing from low-cost countries. Dividend • In the long term the dividend should correspond to 25–50% of income for the period. Organic net sales growth Operating margin % % 16 15 12 10 8 >10 >5 4 –4 –8 04 05 06 07 08 Net sales growth, organic, % Dividend times 5 50 4 40 % 3 <2,5 5 0 Capital structure 0 04 05 06 07 08 Operating margin, % 30 2 20 1 10 0 06 07 08 50 0 Net debt/EBITDA, times 25 06 07 08* Share of net income, % *T he Board proposes no dividend for 2008. % 50 50 40 30 25 Consumer PRODUcts 14 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Gardena is the European leader in irrigation systems. Key data* 2008 2007 2006 2005 2004 19,849 20,621 18,335 18,360 17,579 Share of Group sales, % 61.4 62.0 62.4 63.8 64.6 Operating income, SEKm 963 1,638 1,415 1,332 1,607 4.9 7.9 7.7 7.3 9.1 15,778 13,640 6,034 5,719 4,646 Net sales, SEKm Operating margin, % Net assets, SEKm Capital expenditure, SEKm Average number of employees 686 514 524 859 587 8,655 8,851 5,751 6,054 6,041 *2004 according to Electrolux reporting for the Outdoor Products segment. For definitions, see page 46. Husqvarna is the world’s largest producer of lawn mowers, trimmers, leaf blowers and chainsaws, and is one of the two largest producers of garden tractors. The Group’s global market shares in the major product categories are estimated at 20–40%. Gardena is the European market leader in irrigation systems and garden tools. Operations in Consumer Products comprise two geographical areas – North America and Rest of the World, and the latter accounts for a somewhat greater share of sales. The market The global market for the type of equipment produced by the Group is estimated at approximately SEK 80 billion, of which North America accounts for approximately twothirds. Historically, annual growth in volume has been approximately 2–3%, Considerable variations can occur year-on-year as well as between markets, as a result of weather conditions. Demand in 2008 was lower than in the previous year in both Europe and North America. The North American market has shown continuously declining demand over the past four years particularly within wheeled products. Share of Group net sales Rest of the World, 32% North America, 29% The market features intense competition and downward pressure on prices, particulary for low-end products. Historically, prices for identical products have been declining by an average of approximately 1–2% annually. High cost-efficiency and continuous product development are essential for profitability. Strong brands that are created by successful product development, high quality and sustained marketing normally enable higher profit margins. Such brands include Husqvarna, Flymo and Gardena. Demand is driven by the general business cycle as well as trends for private consumption of household capital goods. A substantial share of demand refers to replacement of used equipment. However, weather conditions and the length of the growing season are also important factors. Market trends Increasing interest in garden care has stimulated demand for garden equipment in recent years. The long-term market trend shows a polarization to either simple or more advanced high-performance products. Competitors Most of Husqvarna’s competitors sell products for both consumers and professional users. The most important competitors are the American companies John Deere, Modern Tool and Die Company (MTD) and Toro, and the European companies Global Garden Products (GGP) and Stihl. Net sales and operating margin Distribution of net sales by quarter SEKm % % 21,000 14 40 18,000 12 15,000 10 12,000 8 9,000 6 6,000 4 3,000 2 0 04 05 06 07 08 Net sales, SEKm Operating margin, % 0 30 20 10 0 Q1 Q2 Q3 Q4 Net sales, % 4 year average 15 H usqva r n a h a s the m a r k e t’ s m os t co m pr ehensi v e pro d u c t o ffer ing, a s w el l a s l e a din g p ositio ns in both Eu ro pe a n d No r th A mer ic a . Pr emiu m Husqva r n a - br a n ded pro d u c t s a r e show ing s tro n g grow th. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Consumer Pro d uct s John Deere and Toro are the only competitors who are listed companies. Husqvarna competes with John Deere and MTD primarily within lawn mowers and garden tractors. Toro is also a competitor in the US, within lawn mowers and trimmers for the consumer market. GGP has a leading position within lawn mowers and riders in the European consumer market under brands such as Stiga. The German company Bosch is mainly a competitor within electrically and battery-powered products while the British company Hozelock has a strong position within garden irrigation and garden ponds, primarily in the UK. Stihl is a competitor within several product categories, but particularly within petrol-powered handheld products such as chainsaws and trimmers in the high-end segment. Consumer Products North America In 2008, the North American operation accounted for somewhat less than half of sales within Consumer Products. In North America, the greater share of sales are through mass-market channels under the Poulan and WeedEater brands, as well as to Sears under its Craftsman brand. High-end products under the Husqvarna brand account for a growing share of sales. Market position The Group has strong market positions, particularly for lawn mowers, garden tractors, trimmers and chainsaws. Considerable seasonal variations Operations show considerable seasonal variations, with the majority of sales during the first half of the year (see graph on page 15). The season for garden equipment peaks during the second quarter and is essentially over by the end of the third quarter. The season for irrigation products is normally shorter and usually ends after the second quarter. Production and inventory-buildups for the coming season normally start in the fourth quarter. Customers and distribution Consumer products for the mass market are sold mainly through major retail chains and DIY outlets. The US market is highly consolidated, with the four largest chains – Sears, Lowe’s, Wal-Mart and Home Depot – accounting for approximately 70% of the market. Sears has been Husqvarna’s largest customer since the 1980’s. Sears is the world’s largest retailer of outdoor products, under the Craftsman brand, and has a market share of approximately 25% in the US. Husqvarna-branded products are sold mainly through servicing dealers, i.e. smaller independent retailers who also offer technical service. Highlights of 2008 Product offering 16 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Consumer Pro d uct s • Lower sales, particularly in North America. • Substantial decline in operating income as a result of lower sales, a less favorable product mix and higher costs for materials. • Petrol-powered wheeled products such as lawn mowers, garden tractors and snow throwers. • Petrol-powered handheld products such as chainsaws and trimmers. • Operating income was also adversely affected by production cutbacks, which involved lower cost absorption. • Electrically powered handheld products such as hedge trimmers and leaf blowers. • Continued good growth for Husqvarna-branded products in the servicing dealer channel. • Electrically powered lawn mowers. For additional information on 2008, see page 30 in the Report by the Board of Directors. • Electrically powered robotic lawn mowers, Automower ®. • Products for irrigation and garden ponds, as well as gardening equipment such as pruning shears, rakes and shovels. Consumer Pro d uct s 17 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Husqvarna’s Riders are available in a range of versions for both consumers and professional users. Brands, production and competitors North America Major brands Husqvarna® , Poulan®, WeedEater ® Major production locations USA Major competitors John Deere, MTD, Stihl, Toro Rest of the World Husqvarna® , Gardena®, Flymo®, Partner ®, McCulloch® Germany, Czech Republic, Great Britain Bosch, GGP, Hozelock, Stihl, TTI Consumer Pro d uct s 18 H USQVA R N A A NN UA L REP O R T 2 0 0 8 The Group has strong positions with the leading retailers, which have been steadily reinforced through investments in product renewal and greater efficiency in the supply chain. Consumer Products, Rest of the World In 2008, Rest of the World accounted for somewhat more than half of sales of consumer products. The greater share of sales refers to Western Europe. Operations in Rest of the World are divided into two sectors, one covering major retailers, i.e. mass-market channels, and the other focused on servicing dealers. Sales through mass-market channels are mainly under the Gardena, Flymo, Partner and McCulloch brands. The Husqvarna brand represent premium products and are sold through servicing dealers. Market position The Group has strong market positions within chainsaws for the consumer market under the Husqvarna, Partner and McCulloch brands, as well as for garden tractors and riders under the Husqvarna brand. The Group is also a market leader in electrically-powered products in the UK under the Flymo brand, which also has a strong position in Scandi navia. Gardena is the leader in the consumer market in Europe for irrigation products, and also has leading pos itions in garden tools, garden ponds and pumps. Sales of premium products under the Husqvarna brand have shown strong growth in recent years. Customers and distribution In comparison with North America, the European market is more fragmented in terms of distribution channels, and features a number of national and international retail chains and DIY outlets such as B&Q, Leroy Merlin, OBI, Bauhaus and K-Rauta. Husqvarna-branded products are sold through servicing dealers, who have a strong position within high-end products. Production Most of the Group’s products for the consumer markets are produced at four plants in the US. The plants are specialized and are highly flexible in order to enable response to seasonal and weather-related variations in demand. The Group is a net exporter from the US. Electric lawn mowers and the robotic lawn mower Automower® are manufactured at a plant in the UK, while other handheld electrical products are sourced from Asia. Petrol-powered lawnmowers, chainsaws and trimmers are produced at a small plant in Italy. The Gardena products are manufactured at three plants in Germany and three in the Czech Republic. Following the acquisition of Jeng Feng in December 2008 the Group now operates a plant for consumer products in China. 19 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Consumer Pro d uct s A total of 11 lawn mowers in a new series will be launched by Husqvarna in 2009 and 2010. professional PRODUcts 20 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Husqvarna is the world’s largest producer of chainsaws. Key data* Net sales, SEKm Share of Group sales, % Operating income, SEKm Operating margin, % Net assets, SEKm Capital expenditure, SEKm Average number of employees 2008 2007 2006 2005 2004 12,493 12,663 11,067 10,408 9,623 38.6 38.0 37.6 36.2 35.4 1,587 2,123 1,875 1,739 1,521 12.7 16.8 16.9 16.7 15.8 7,875 6,790 4,714 4,626 3,905 475 343 366 400 453 7,040 7,242 5,661 5,627 5,616 *2004 according to Electrolux reporting for the Outdoor Products segment. For definitions, see page 46. pro fe s si onal pro d uct s The market The total market for the Group’s range of professional products is estimated at approximately SEK 60 billion, half of which refers to equipment for the construction and stone industries. Demand is driven by general business conditions as well as by activities in forestry and the construction industry. Substantial variations in demand can arise for Lawn and Share of Group sales Market trends For many years there has been a trend in the forest industry toward increased use of machines instead of manual felling. This resulted in a substantial decline in the market for chainsaws until the early 1990’s. Since then the market has been growing on the basis of increasing demand in markets such as Russia, Eastern Europe and Latin America. In add ition, consumer demand for premium chainsaws has been increasing steadily. One trend for professional gardening equipment, par ticularly in the USA, has shown that corporations, municipalities and private individuals have increasingly outsourced landscape maintenance to companies that specialize in such services. These contractors have thus comprised a growing customer segment over several years. Stricter criteria for reduction of exhaust emissions from petrol-powered garden equipment and chainsaws were introduced in the US in 1997 and 2002. The regulatory cri teria from the latter year are being phased in through 2010. Similar criteria are being phased in within the European market over the period 2007–2012. Other countries, such as Japan, are also expected to introduce such criteria. The Group’s new engines comply with the most stringent demands regarding exhaust emissions in the US and Europe, and are also considered to be in compliance with currently anticipated future requirements. Net sales and operating margin Forestry, 17% Lawn and garden, 12% Construction, 10% Distribution of net sales by quarter SEKm % % 15,000 20 30 12,000 16 9,000 12 6,000 8 3,000 4 0 04 05 06 07 08 Net sales, SEKm Operating margin, % 0 20 10 0 Q1 Q2 Q3 Q4 Net sales, % 4 year average H USQVA R N A A NN UA L REP O R T 2 0 0 8 Husqvarna and Jonsered have been two of the three leading chainsaw brands in the global market for many years, with a combined market share of approximately 40% in the professional segment. The Group is also the world leader in cutting equipment and diamond tools for the construction and stone industries. The greater share of sales in this business area refers to Husqvarna-branded products. The Professional Products business area comprises three product areas - Forestry, Lawn and garden, and Construction. Forestry equipment accounted for approximately 45% of the business area’s sales in 2008, while Lawn and garden accounted for approximately 30% and Construction accounted for approximately 25%. garden equipment from year to year and within markets, depending on weather conditions. Demand for chainsaws is favorably affected by storms and fallen trees. 21 THE GROUP HAS BEEN A GLOBAL LEADER FOR MANY YEARS IN TERMS OF CHA INSAWS AND OTHER HANDHELD PRODUCTS FOR PROFES SIONAL USERS. HUSQVARNA PRODUCTS ARE SOLD WORLD-W IDE THROU GH APPROX IMATELY 25, 0 0 0 DEALERS. Competitors Husqvarna’s most important competitors in the professional market segment are the German company Stihl and the American companies John Deere and Toro. Stihl competes primarily within petrol-powered handheld products such as chainsaws and trimmers, while John Deere and Toro compete mainly within professional equipment for lawn and garden. The most important competitors within equipment for the construction industry are Hilti, which is based in Liechtenstein, Tyrolit in Austria, Saint Gobain and Wheelabrator in France, and Stihl in Germany for power cutters. John Deere, Toro and Saint Gobain are listed companies. Seasonal patterns Sales of lawn and garden equipment refer mainly to the first half of the year, while most chainsaws are sold during the second half. Sales of equipment and diamond tools for the construction industry are spread more evenly over the year (see graph on page 21). chainsaws for various geographical areas and climates. The product range also includes clearing saws and accessories such as chains, blades, protective clothing and tools. These products are developed for users who demand high levels of performance, durability and ergonomics. The product range satisfies most needs for forest management and tree care. Brands and market position Professional forestry products are mainly sold under the Husqvarna, Jonsered and Zenoah brands, with Husqvarna accounting for a dominant share of sales. The Husqvarna brand has had a strong global position for many years, particularly for chainsaws and other handheld products. Jonsered has a similar position, and complements Husqvarna in specific markets. Zenoah has a strong market position for chainsaws in Japan as well as for other handheld products such as clearing saws, trimmers and leaf blowers. Zenoah products are also sold in the US under the RedMax brand. Forestry In 2008, the Forestry product area accounted for approximately 45% of the Group’s total sales of professional products. Husqvarna manufactures a wide range of premium Customers and distribution The majority of sales are to servicing dealers through the Group’s own sales companies. In smaller markets, products are sold through distributors. The Group is represented in over 100 countries through a total of more than 25,000 dealers. Highlights of 2008 Product offering 22 H USQVA R N A A NN UA L REP O R T 2 0 0 8 pro fe s si onal pro d uct s • Lower sales and operating income, particularly for the Construction product area. • High-performance chainsaws, clearing saws and brushcutters. • Decline in sales and operating income for Lawn and garden. • Riders, walk-behind lawn mowers, zero-turn mowers, specialty turf-care equipment, trimmers, hedge trimmers and leaf blowers. • Sales and operating income for Forestry were in line with 2007. For additional information on 2008, see page 30 in the Report by the Board of Directors. • Accessories such as chains, blades, tools and protective clothing. • Floor saws, tile and masonry saws, wall and wire saws, concrete saws, drill motors and stands, polishing and grinding machines, power cutters and related diamond tools, and diamond tools for the stone industry. pro fe s si onal pro d uct s 23 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Husqvarna’s Riders feature unique rear-wheel steering for greater maneuverability and a minimum turning radius. Brands, production and competitors Forestry Lawn and garden Construction Major brands Husqvarna , Jonsered , Husqvarna , Jonsered , Zenoah® Klippo® , Dixon®, RedMax® Major production locations Sweden, USA, Sweden, USA Japan Major competitors Stihl John Deere, Stihl, Toro ® ® ® ® Husqvarna® , Diamant Boart ® Sweden, USA, China, Belgium Hilti, Saint Gobain, Tyrolit, Wheelabrator 24 H USQVA R N A A NN UA L REP O R T 2 0 0 8 pro fe s si onal pro d uct s Lawn and garden The Lawn and garden product area accounted for approximately 30% of the Group’s sales of professional products in 2008. The product offering includes riders, walk-behind lawn mowers and zero-turn mowers, as well as special products for turf care. The range also includes handheld equipment such as trimmers, hedge trimmers and leaf blowers. Products within Lawn and garden must meet demands for performance, durability and comfort. An effective organ ization for technical support and service is also essential for success in this area, where larger riders are priced at more than SEK 100,000. Brands and market position The Husqvarna brand accounts for the greater share of sales. The Dixon, Bluebird and Yazoo/Kees brands are used for a limited range of products in the US. The Klippo brand has a strong position in the Scandinavian market for professional walk-behind lawn mowers. Customers and distribution Products are distributed to servicing dealers through Husqvarna’s sales companies, as well as through independent distributors. The primary end-users are professional landscape contractors as well as municipalities and institutional users. Construction In 2008 this product area accounted for approximately 25% of the Group’s total sales of professional products. Husqvarna’s product offering includes machines and diamond tools for the construction and stone industries. The machines for the construction industry include power cutters, floor saws, wall and wire saws, tile and masonry saws, drill motors with drill stands, and machines for surface preparation and demolition. Diamond tools, which are consumables are cutting tools that are mounted on the machines. Customers who buy the above machines also buy the Group’s diamond tools to a large extent. Husqvarna’s range of diamond tools for the stone industry includes saw blades, diamond wires, drills, and tools for calibration, grinding and profiling. Products for the construction industry are used exclusively by professionals, and satisfying their demands for performance, reliability and a high level of technical service is essential for success. Brands and market position Products for the construction industry are sold under the Husqvarna brand. Diamant Boart is the leading brand in the global market for diamond tools used by the stone industry. Customers and distribution Diamond tools and equipment for the construction industry are sold mainly through rental companies and specialized dealers, but also directly to large contractors. Diamond tools for the stone industry are sold almost exclusively directly to companies that quarry and/or process stone. Production The Group’s professional products are manufactured primarily in Sweden, the US and Japan. Chainsaws, clearing saws and riders are manufactured at the plant in Huskvarna, Sweden. Chainsaws are also manufactured in the US, Japan and Brazil. Products for the construction and stone industries are manufactured mainly in Sweden, the US, China and Belgium. In addition, Husqvarna operates small servicing units in a number of countries. 25 H USQVA R N A A NN UA L REP O R T 2 0 0 8 pro fe s si onal pro d uct s The new generation of Husqvarna power cutters features a reduction of up to 70% in emission as well as a better fuel economy. Report by the Board of Directors • Lower demand in both North America and Europe, particularly in the second half of the year. • Net sales declined by 3% to SEK 32,342m (33,284), and by 6% adjusted for acquisitions and in comparable exchange rates. • Income was charged with costs for personnel cutbacks in the amount of SEK 316m. Operating margin was 8.3% exclusive of these costs. • Earnings for the year amounted to SEK 1,288m (2,036), corresponding to SEK 3.34 (5.29) per share. • Operating cash flow rose to SEK 2,013m (1,843). • The Board of Directors proposes that no dividend be paid for 2008. • In February 2009 the Board of Directors decided on a rights issue of approximately SEK 3 billion, subject to approval by a General Meeting of Shareholders. • Apart from costs for personnel cutbacks, the decline in income was due primarily to lower sales, lower production levels and higher costs for materials. 26 H USQVA R N A A NN UA L REP O R T 2 0 0 8 • Operating income declined by 34% to SEK 2,361m (3,564), and operating margin was 7.3% (10.7). • Operating income for Consumer Products declined by 50%, and for Professional Products by 19%, adjusted for costs for personnel cutbacks, acquisitions and in comparable exchange rates. Key data SEKm Net sales EBITDA EBITDA margin, % Operating income Operating margin, % Income after financial items Margin, % Income for the period Earnings per share after dilution, SEK Return on capital employed, % Return on equity, % Net debt/equity ratio, times Capital expenditure Average number of employees 2008 2007 Change, % Change adjusted for currency and acquisitions1), % 32,342 3,524 10.9 2,361 7.3 1,767 5.5 1,288 3.34 10.7 15.8 1.54 1,163 15,720 33,284 4,645 14.0 3,564 10.7 2,889 8.7 2,036 5.29 17.6 28.6 1.63 857 16,093 –3 –24 — –34 — –39 — –37 –37 — — — 36 –2 –6 –26 — –34 — — — — — — — — — — 1) Excluding costs for personnel cutbacks, acquisitions and adjusted for currency transaction and translation effects. R eport by t h e Boar d o f D i rector s Ne t sa l e s a n d o per ating in co me Net sales Change in operating income Net sales in 2008 declined by 3% to SEK 32,342m (33,284), and by 6% after adjustment for acquisitions and in compar able exchange rates. The decline refers mainly to Consumer Products, particularly in North America, and to the Construction product area within Professional Products. The comparative figures for 2007 do not include the major acquisitions, i.e. Gardena and Zenoah, for the full year. Net sales decreased by 6% for both Consumer Products and Professional Products, after adjustment for acquisitions and in comparable exchange rates. Operating income 2007 Acquisitions Price Volume and mix Cost of materials Cost of personnel cutbacks Changes in exchange rates Operating income 2008 Income after financial items Income after financial items declined by 39% to SEK 1,767m (2,889), and the margin was 5.5% (8.7). Taxes Taxes amounted to SEK –479m (–853), corresponding to 27.1% (29.5) of income after financial items. The decrease in taxes was due to changes in the Group’s structure and to lower profits in countries with high tax rates. Earnings per share Income for the year declined by 37% to SEK 1,288m (2,036), which corresponds to SEK 3.34 (5.29) per share after dilution. Earnings per share and return on equity SEKm 35,000 % 14 30,000 12 25,000 10 20,000 8 15,000 6 10,000 4 5,000 2 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 Net sales, SEKm Operating margin, % *1989–2004 according to Electrolux reporting for the Outdoor Product segment i.e. excluding corporate costs. For comparison, corporate costs have not been included 2005–2008. 0 % SEK 10 50 8 40 6 30 4 20 2 10 0 04 05 06 07 08 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Net financial income Net financial income amounted to SEK –594m (–675). The improvement is due mainly to lower interest rates. As of year-end the average interest rate for total borrowings was 4.3% (5.2). Net sales and operating margin 0 3,564 208 179 –1,110 –348 –316 184 2,361 27 Operating income Operating income decreased by 34% to SEK 2,361m (3,564) corresponding to a margin of 7.3% (10.7). Operating income includes a charge of SEK 316m for costs related to personnel cutbacks implemented in light of the weak market conditions. Operating margin was 8.3% excluding these costs. Apart from the costs for personnel cutbacks, the decline in operating income is due mainly to lower sales and higher costs for materials. Income was also adversely affected by lower production levels in order to reduce inventories, which involved lower absorption of costs. In terms of business areas, the decline refers to Consumer Products in both North America and Rest of the World, and to Construction products within Professional Products. Changes in exchange rates, including both translation and transaction effects and net of currency-hedging contracts, had a total positive effect on operating income in the amount of SEK 184m (–21). Currency-hedging contracts had an adverse effect of SEK –89m (–148). SEKm 0 Earnings per share, SEK Return on equity, % R eport by t h e Boar d o f D i rector s Group net sales by country Share of Group sales, % 28 H USQVA R N A A NN UA L REP O R T 2 0 0 8 USA France Germany Canada Russia UK Sweden Australia Japan Poland 35.6 7.1 7.0 4.6 4.4 3.7 3.4 2.3 2.2 2.1 Cost-cutting measures In light of the weak market conditions, cost-cutting measures were implemented in order to reduce the Group’s fixed costs, which involved a cutback of approximately 960 employees. The total cost of these measures was SEK 316m, of which SEK 15m was charged against income in the third quarter and SEK 301m in the fourth quarter. The measures will be fully implemented during the first half of 2009. Savings are estimated at approximately SEK 350m annually, will be achieved gradually during 2009, and will take full effect as of the third quarter. Cash flow Operating cash flow The operating cash flow increased to SEK 2,013m (1,843). Cash flow from operations, excluding changes in operating assets and liabilities, due mainly to the decline in income. Changes in working capital had a positive effect. This was accomplished primarily by lower production in the fourth quarter and lower inventory build-up at year-end compared with the previous year. Cash flow SEKm 2008 2007 Cash flow from operations, excluding changes in operating assets and liabilities Changes in operating assets and liabilities 2,703 3,232 441 –576 Cash flow from operations Cash flow from investments 3,144 –1,131 2,656 –813 Operating cash flow Acquisitions of operations Total cash flow from operations and investments 2,013 –845 1,843 –8,876 1,168 –7,033 Value created Value created is an indicator for evaluating financial perform ance, and is the basis for variable remuneration to senior managers in the Group. The model links operating income and asset efficiency with the cost of capital employed in operations. Value created is measured by total Group, business area, sector, product category and regions. Total value created in 2008 amounted to SEK 168m (1,687). The decline is due mainly to lower income. The WACC rate for 2008 was 10% (10). For more information on value created as a basis for remuneration, see Note 24. Capital expenditure Capital expenditure in 2008 amounted to SEK 1,163m (857), corresponding to 3.6% (2.6) of net sales. The increase from the previous year refers mainly to a new factory in China and to production equipment in North America. Approximately 51% of capital expenditure in 2008 referred to new products, approximately 19% to rationalization and replacement of equipment in production, approximately 14% to expansion of capacity, and approximately 3% to ITsystems. Investments related to new products include new models of chainsaws for both professional users and consumers, as well as new models of garden tractors, lawn mowers, electric al trimmers for consumers and a demolition robot for professional users. Net sales by quarter Operating income by quarter SEKm 15,000 SEKm 2,000 12,000 1,500 9,000 1,000 6,000 500 3,000 0 06 07 08 06 07 08 06 07 08 06 07 08 Q1 Q2 Q3 Q4 0 –500 06 07 08 06 07 08 06 07 08 Q1 Q2 Q3 06 07 Q4 08 R eport by t h e Boar d o f D i rector s Financial position Operating working capital Operating working capital at year-end increased to SEK 9,460m (8,939). Inventory amounted to SEK 8,556m (7,758), trade receivables to SEK 4,184m (3,912) and trade payables to SEK 3,280m (2,731). The increases are related mainly to changes in exchange rates, as both USD and EUR appreciated substantially against SEK during the year. Change in operating working capital SEKm 31 December 2007 Acquisitions Changes in exchange rates Other changes 31 December 2008 8,939 200 1,057 –736 9,460 Equity Group equity as of 31 December 2008, excluding minority interests, amounted to SEK 8,772m (7,349) corresponding to SEK 22.91 (19.11) per share. The net debt/equity ratio was 1.54 (1.63) and the equity/ assets ratio was 25.7% (25.7). Net debt SEKm Interest-bearing liabilities Liquid funds Net debt Net debt/equity ratio, times Equity/assets ratio, % % 10 SEKm 1,500 10 1,600 8 1,200 8 1,200 6 900 6 800 4 600 4 400 2 300 2 0 0 04 05 06 07 08 Operating cash flow, SEKm Operating cash flow/net sales, % 16,287 2,735 13,552 1.54 25.7 13,318 1,306 12,012 1.63 25.7 29 Capital expenditure SEKm 2,000 0 2007 Seasonality in sales and income Demand for the Group’s products is dependent on weather conditions. Dry weather tends to reduce demand for such products as lawn mowers and tractors, but to increase demand for irrigation products. Demand for chainsaws normally increases after storms. Husqvarna’s sales and income are subject to marked seasonal variations, with significantly higher sales during the first half of the year, the second quarter normally being the strongest. This refers particularly to Consumer Products but also to Lawn and garden within Professional Products. Irrigation products have a larger share of sales and operating income in the first half of the year than the rest of the Group’s consumer products. The acquisition of Gardena has thus increased the seasonality of the Group and the import ance of the second quarter. Chainsaws show stronger demand and somewhat higher sales during the second half of the year. Equipment for the construction industry normally shows a more even distribution of sales throughout the year. Net debt The Group’s net debt as of 31 December 2008 increased to SEK 13,552m (12,012). The increase is mainly an effect of changes in exchange rates that increased net debt by approximately SEK 1,500m. Liquid funds amounted to SEK 2,735m (1,306). During the fourth quarter, approximately SEK 1,500m of the Group’s committed revolving credit facility was utilized to finance the seasonal build-up of working capital during the first quarter. At year-end the Group had unutilized committed credit facilities of SEK 6,500m. For more information about the Group’s funding, see Note 2. Operating cash flow 2008 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Research and development Total research and development correspond to SEK 588m (480), of which SEK 254m (159) was capitalized. R&D expenses thus corresponded to 1.8% (1.4) of net sales. Major R&D projects during the year referred mainly to the products mentioned above. % 04 05 06 07 08 Capex, SEKm Capex/net sales, % 0 R eport by t h e Boar d o f D i rector s Per fo r m a nce by busine ss a r e a Operations in Husqvarna comprise two business areas – Consumer Products and Professional Products. Consumer Products is divided into two geographical areas, i.e. North America and Rest of the world. Professional Products comprises three areas, i.e. Forestry, Lawn and garden, and Construction. Consumer Products • Lower sales, particularly in North America. • Substantial decline in operating income as a result of lower sales, a less favorable product mix and higher costs for materials. • Operating income was also adversely affected by production cutbacks, which involved lower cost absorption. • Continued good growth for Husqvarna-branded products in the servicing dealer channel. 30 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Consumer Products 2008 SEKm Net sales Operating income Operating margin, % 2007 Change, % Adjusted change, % 1) 19,849 20,621 –4 –6 963 1,638 –41 –50 4.9 7.9 — — product mix in both North America and Europe as well as higher costs for materials particularly in the US. Operating income was also adversely affected by substantial cutbacks in production in both North America and Europe in order to reduce inventories, which means lower cost absorption. Professional Products • Lower sales and operating income, particularly for the Construction product area • Decline in sales and operating income for Lawn and garden • Sales and operating income for Forestry were in line with 2007 Professional Products 2008 SEKm Net sales Operating income Operating margin, % 2007 Change, % Adjusted change, %1) 12,493 12,663 –1 –6 1,587 2,123 –25 –19 12.7 16.8 — — 1) E xcluding costs for personnel cutbacks, acquisitions and adjusted for currency transaction and translation effects. Sales for the Consumer Products business area were lower than in 2007. The decrease is due mainly to North America, where industry shipments and consumer demand showed a substantial decline in most product categories with the exception of chainsaws. Group deliveries decreased in line with the downturn in industry shipments. Lower sales were also reported for the operation outside North America, for irrigation equipment as well as several other product categories. Husqvarna-branded products sold to servicing dealers showed continued good growth, primarily for handheld equipment. Operating income and margin for this business area declined sharply in comparison with the previous year. The decrease is due to lower sales volumes and a less favorable The decline in sales for Professional Products refers mainly to the Construction product area, in which demand was substantially lower in both Europe and North America. Lower sales were also reported for Lawn and garden, particularly in the US. On the other hand, sales for Forestry were in line with the previous year, due mainly to good growth for premium chainsaws in North America. The favorable trend for forestry products is due mainly to product launches, increased investment in marketing in the US, and rationalization of production. Operating income for this business area was substantially lower than in 2007, and margin decreased. The decline resulted mainly from the sharp drop in sales of Construction products. Operating income for Forestry was largely unchanged in comparison with the previous year, and margin remained at a high level. Operating income for the business area as a whole was adversely affected by substantial cutbacks in production in most operations. Net debt/equity and equity/asset ratios Maturity profile of loans 1) E xcluding costs for personnel cutbacks, acquisitions and adjusted for currency transaction and translation effects. Times 2.0 % 40 SEKm 6,000 1.6 32 5,000 1.2 24 0.8 16 0.4 8 1,000 0 0 0 04 05 06 07 08 Net debt/equity ratio, times Equity/assets ratio, % 4,000 3,000 2,000 Husqvarna has a committed revolving credit facility of SEK 8,000m that expires in 2012/13. 09 10 11 12 13 14– Bond loans Bank and other loans Utilized part of committed revolving credit facility R eport by t h e Boar d o f D i rector s Other acquisitions In April the Group acquired Sandvik Nora AB’s assets and operation related to products for the construction industry. This operation has annual sales of approximately SEK 65m. Sales subsequent to the acquisition amounted to approximately SEK 28m. In April the Group also acquired the US company Meco (Masterpiece Engineering Company), a leading producer of floor saws for concrete and asphalt, primarily for construction and repair of roads. Meco has annual sales of approximately SEK 54m. Sales subsequent to the acquisition are included in the 2008 Group accounts in the amount of approximately SEK 23m. The Husqvarna share At year-end the share capital in Husqvarna amounted to SEK 770m, comprising 98,380,020 A-shares and 286,756,875 B-shares. Each A-share carries one vote, and each B-share 1/10 of a vote. All shares entitle equal rights in terms of the company’s assets and earnings. There are no restrictions on transfer of shares, voting rights or the right to participate in the AGM. Nor is the company party to any significant agreements which might be affected, changed or terminated if control of the company were to change as a result of a public bid for acquisition of shares in the company. The company is not aware of any agreements between shareholders which might limit the right to transfer shares. In addition, there are no stipulations in the Articles of Associ ation regarding appointment or dismissal of Board members or agreements between the company and Board members or employees which require remuneration if such persons leave their posts, or if employment is terminated as a result of a public bid to acquire shares in the company, except as outlined in Note 24. As of 31 December 2008 the largest shareholders were Investor AB with 28.7% of the votes and LE Lundbergföretagen with 13.1% of the votes. For more information on major shareholders, see pages 110–111. Changes in Group management Magnus Yngen was appointed new President and CEO for Husqvarna as of 1 October 2008. He succeeded Bengt Andersson. Magnus Yngen was previously Executive VicePresident of Electrolux and Head of the Major Appliances Europe business sector, which has annual sales of approximately SEK 45 billion. He has held a number of leading pos itions in Electrolux since 1995 and has been member of Electrolux Group Management since 2002. As of 1 July 2008, Roger Leon was appointed as new head of Consumer Products in North America and joined Husqvarna Group Management. He succeeded Robert E. Cook, who Repurchase of own shares The Annual General Meeting 2008 authorized the Board to acquire B-shares totalling up to 3% of the total number of shares, and to pay for the shares in cash. The shares may be purchased on the NASDAQ OMX Stockholm in order to hedge the company’s obligations, including employer contributions, pursuant to the long-term incentive programs for 2006, 2007 and 2008. The company has the right to adjust on an ongoing basis the number of shares that it holds as a hedge of the company’s obligations pursuant to the implemented incentive programs. The participants in the incentive programs shall be entitled to receive a maximum number of shares in accordance with the conditions of the programs, and transfers of shares under the programs will be made without consideration. Consumer Products Professional Products SEKm 25,000 SEKm 2,500 SEKm 25,000 SEKm 2,500 20,000 2,000 20,000 2,000 15,000 1,500 15,000 1,500 10,000 1,000 10,000 1,000 5,000 500 5,000 500 0 05 06 07 08 Net sales, SEKm 0 05 06 07 08 Operating income, SEKm 0 05 06 07 08 Net sales, SEKm 0 05 06 07 08 Operating income, SEKm 31 The acquisition of the Jenn Feng operation in outdoor products was completed in December. Jenn Feng is a leading producer of chainsaws and trimmers for the consumer market. The product range also includes lawn mowers, highpressure cleaners, and generators. Production is located in China. The acquisition expands the Group’s presence and production base in Asia. It also gives Husqvarna access to the McCulloch brand in North America. Husqvarna already owns the rights to this brand in the rest of the world. The acquired operation has been consolidated in the accounts for 2008 with sales of SEK 89m, half of which referred to chainsaws. The number of employees, which were included as of 1 January 2009, was approximately 1,250. H USQVA R N A A NN UA L REP O R T 2 0 0 8 retired. Roger Leon was previously Chief Operating Officer for Husqvarna Consumer Products in North America. Other info r m atio n Acquisitions Jenn Feng 32 H USQVA R N A A NN UA L REP O R T 2 0 0 8 R eport by t h e Boar d o f D i rector s In the third quarter of 2008 Husqvarna repurchased 950,000 own shares for a total of SEK 48m. The average purchase price was SEK 50.30. As of 31 December 2008, Husqvarna owned 2,919,000 re-purchased B-shares corresponding to 0.76% of the total number of outstanding shares. Of the total average number of employees in 2008, 9,999 (10,193) were men and 5,721 (5,900) were women. Salaries and remuneration in 2008 amounted to SEK 4,037m (3,973), of which SEK 838m (874) refers to Sweden. For more information, see also Note 19. Long term incentive program for 2008 The Annual General Meeting 2008 adopted a new perform ance-based long-term incentive program based on similar parameters as the program for 2007. The program comprises approximately 40 senior man agers. The conditions involved investment by the participants in Husqvarna B-shares at market price. For each B-share which the employee purchased within the framework of the program, the company will grant one share award, and performance based stock options if the lowest target level is achieved. Each share award entitles the employee to one B-share free of charge, three years after grant. Each stock option entitles the holder to purchase one B-share at a purchase price of SEK 72. The stock options may be exercised in four years at the earliest and at the latest eight years from the day of the grant. The number of stock options that may be granted depends on the number of B-shares that the employee has purchased, as well as the development of the company’s earnings per share during the period 2008–2010. The program comprise a maximum of 1,745,000* B-shares. If all share awards and a maximum of granted stock options are fully exercised, it is estimated that the 2008 program will comprise no more than 0.45*% of the share capital. Pro p os a l s to the a nn ua l gener a l mee tin g in 20 0 9 * T he number of shares and stock options may be recalculated following the decision regarding the rights issue. Legal matters Husqvarna is involved in disputes in its ordinary course of business. On the basis of currently known circumstances, Husqvarna estimates that none of the disputes in which the Group is presently involved or which have been settled recently have had, or may have, a material effect on Husqvarna’s financial situation or profitability. A description of current legal matters is given in Note 22. Environmental activities Husqvarna operates 22 major plants, of which ten are located in Europe, six in the US, one in Brazil, four in China and one in Japan. All plants have the environmental permits required for current operations. In accordance with Swedish environmental legislation, permits are required for four plants in Sweden. Of these, the facility in Huskvarna is the largest and has the greatest en vironmental impact. The foundry in this plant generates emissions of particles, and surface treatment of components generates emissions of metals. Product testing generates emissions of several types of substances. This plant also handles a relatively large volume of chemicals and waste. Employees The average number of employees in 2008 was 15,720 (16,093), of whom 2,075 (2,178) were in Sweden. At year-end, the total number of employees was 16,284 (17,362). The full proposal to the AGM 2009 will be announced no later than the date of notification of the AGM, which is expected to be published on 23 March 2009. Dividend for 2008 The Board of Directors proposes that no dividend be paid for 2008. Guidelines for remuneration of senior management The Board of Directors proposes that the Annual General Meeting 2009 approve current principles for remuneration and other conditions of employment for Husqvarna Group Management to apply also for 2009. These principles shall apply to remuneration and other conditions of employment for the President and CEO as well as other members of Group Management. The principles shall apply to contracts of employment entered into after the Annual General Meeting and also to subsequent amendments to contracts of employment which are in force. Remuneration to Group Management is determined by the Board of Directors on the basis of proposals from the Board of Director’s Remuneration Committee. Overall principles The overall principles for remuneration to Group Management shall be based on position, individual performance, and the Group’s income for the period, and remuneration shall be competitive in the country of employment. Total remuneration to a member of Group Management shall consist of a fixed salary, variable salary in the form of short-term incentives based on yearly performance targets, long-term incentives, pensions, and other benefits. In addition, conditions apply to notice of termination and severance pay. Husqvarna shall aim to offer competitive total remuneration with a primary focus on ”performance-related payment”. This means that variable remuneration can constitute a substantial component of total remuneration. Fixed salary Fixed salary shall comprise the basis for total remuneration. The salary shall be related to the relevant market and shall reflect the degree of responsibility involved in the position. Salary levels shall be reviewed regularly (usually through an annual salary review) in order to ensure continued competitiveness and to correctly reward performance. Variable salary (Short-term incentive ”STI”) Members of Group Management shall receive STI in addition to the fixed salary. The emphasis in STI shall be on the financial results for the Group or for the sector or function for which the member is responsible. In addition, perform ance indicators can be used in order to focus on questions of special interest to the company. R eport by t h e Boar d o f D i rector s Pensions and insurance Pension and health benefits shall be designed to reflect regu lations and practice in the country of employment, and the value of the benefits shall match normally accepted levels within the country. If possible, pension plans shall be defined contribution plans in accordance with the Group’s pension policy. Other benefits Other benefits can be provided in accordance with normal practice in the country where the member of Group Management is employed. However, these benefits shall not constitute a significant part of total remuneration. Notice of termination and severance pay Members of Group Management shall be offered periods of notice and levels of severance pay which are in line with accepted practice in the country where the member is employed. Members of Group Management shall be obliged not to compete with the company during the notice period. Based on the circumstances in each case, a non-compete obligation with continued payment may also apply after the end of the notice period. Such non-compete obligations shall not apply for more than 24 months from the end of the notice period. Previously determined remuneration which has not become payable The principal conditions for remuneration to the Group Management in current contracts of employment are given in Note 24, with references. Authority for the Board to deviate from the guidelines If special circumstances exist, the Board of Directors may deviate from these guidelines. In the event of such a devi ation, the next Annual General Meeting shall be informed of the reasons. Long-term incentive program 2009 The Board of Directors proposes that the Annual General Meeting adopt a new performance-based incentive program Repurchase of own shares The Board of Directors proposes that the Annual General Meeting authorize the Board to acquire B-shares totaling up to 3% of the total number of shares, and to pay for the shares in cash. The shares may be purchased only on the NASDAQ OMX Stockholm, in order to hedge the company’s obligations, including employer contributions, pursuant to the com pany’s long-term incentive programs. The number of shares that may be transferred in connection with the programs will be subject to recalculation in case the company implements a bonus issue, a split, a rights issue or similar, all in accordance with the conditions of the programs. e v ents a f ter 31 D ecember, 20 0 8 Proposal for rights issue The Board of Directors has resolved on a rights issue with the intention of raising SEK 3 billion. The objective of the rights issue is to strengthen the Group’s balance sheet. The rights issue is subject to approval by an Extra ordinary Shareholders’ Meeting to be held on 9 March 2009. Shareholders will have primary preferential rights to subscribe for shares in proportion to their existing holdings, i.e. A-shares will be issued to holders of A-shares and B-shares to holders of B-shares. Subscription may also be submitted without preferential rights. Six major shareholders in Husqvarna, including Investor AB, LE Lundbergföretagen AB, Alecta, AFA Insurance, Investment AB Öresund and the Fourth Swedish National Pension Fund (AP4) have entered into agreements which include an undertaking to subscribe for their respective pro rata shares in the rights issue, corresponding to approximately 35.6% of the rights issue. In addition, Investor AB, LE Lundbergföretagen AB, Alecta, Investment AB Öresund and the Fourth Swedish National Pension Fund (AP4) have entered into underwriting agreements which include an undertaking to, subject to certain conditions, subscribe for additional shares, bringing the total guaranteed amount to approximately 74.4% of the rights issue. The remainder of the rights issue is, subject to certain conditions, underwritten by SEB, Handelsbanken Capital Markets and Nordea. Consequently, 100% of the rights issue is committed and underwritten. The record date at the Swedish Securities register Center, Euroclear Sweden AB, for participation in the rights issue will be 12 March 2009. The subscription period is 16 March to 30 March, 2009, or such later period as decided by the Board of Directors. The subscription price and offer ratio will be announced on 5 March 2009. For further details, see the separate press release. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Long-term incentives The Board of Directors shall evaluate on a yearly basis whether a long-term incentive program (e.g. share or share-price based) shall be proposed to the Annual General Meeting. for a maximum of 50 senior managers. The program is based on similar principles as the program for 2008 (LTI 2008) which is described in Note 19. 33 Clearly defined objectives for ”target” and ”stretch” levels of performance shall be stated at the start of each year and shall reflect the plans approved by the Board. STI shall be dependent on the position and may amount to a maximum of 50% of the salary on attainment of the target level and a maximum of 100% of the salary on attainment of the stretch level, which also is the cap for the STI. In the US, the STI component is normally higher and may amount to a maximum of 100% on attainment of the target level and a maximum of 150% of the salary on attainment of the stretch level. The Board of Directors shall decide if the full 50/100/ 150% shall apply, or if a lower percentage is appropriate. R EP O R T BY T H E BOA R D O F D I R EC TO R S RISK MANAGEMENT 34 H USQVA R N A A NN UA L REP O R T 2 0 0 8 A L L BUSINE SS O PER ATIO NS IN VO LV E R ISK S. CR E ATING AWA R ENE SS O F SU CH R ISK S EN A BL E S THEM TO BE L IMITED, CO NTRO L L ED A N D M A N AGED, W HIL E BUSINE SS O PP O R T U N ITIE S C A N BE U TIL IZED IN THE INTER E S T O F IN CR E A SING INCO ME A N D PRO FITA BIL IT Y. Risks associated with Husqvarna’s operations can be classed for the most part as operational risks related to business operation, and financial risks related to financing operations, most of which are conducted outside Sweden. External risks which could affect the Group include changes in legislation and other regulations. The President and CEO is responsible for ongoing risk management in accordance with the Board of Directors’ guidelines and instructions. Sector heads are responsible for operational risk management. Group Staff Legal affairs includes a central risk-management function which coordinates risks that are subject to insurance. Management of financial risks is essentially centralized to the Group Treasury. The Internal Audit function is tasked with ensuring the quality over financial reporting and is also responsible for performing an annual assessment of the Group’s commercial, operational and financial risks. Identification and evaluation of risks in this assessment provide support for management’s strategic decision-making. The assessment also aims at generating enhanced awareness of risks in various parts of the organization, including everyone from operational decision-makers to the Audit Committee and the Board of Directors. Highlights of risk management in 2008 • Identification of business risks related to markets, customers, competitors and products • Identification of mainly operational risks within specific business areas • Comprehensive audit of property and the working environment, focused on e.g. damage from fire, water, explosions and machinery • Identification and evaluation of risks related to financial reporting Operational risks Husqvarna’s long-term profitability depends on the company’s ability to successfully develop, launch and market new products. Other vital factors for profitability include flexible, cost-efficient production and rational management of fluctuations in the prices of raw materials and components. Product life-cycles are becoming shorter, which makes product development increasingly more important. Many of the Group’s products require a good deal of time to develop from concept to final product, which means that it is essential to understand the actual needs of the end-users in order to ensure that the product will be in demand. In order to maintain competitiveness in existing markets and to expand into new markets, as well as into new product areas, the Group’s new products must satisfy or preferably surpass the expectations of consumers and professional users. The Group must also be a leader in terms of more efficient and environmentally adapted products, in order to differentiate the Group’s offering from those of its competitors. Weather conditions Demand for the Group’s products is also dependent on the weather. Unexpected or unusual weather conditions in specific areas or regions can affect sales either adversely or positively. Dry weather can reduce demand for products such as lawn mowers and tractors, but can stimulate demand for irrigation systems. Demand for chainsaws normally increases after storms, and during cold winters. Markets and competition Husqvarna operates in competitive markets, most of which are relatively mature, so that means that underlying demand is relatively stable under normal economic conditions. Price competition is intense, particularly for low-end consumer products for the mass market. Husqvarna’s strategy is based SENSITIVITY ANALYSIS • A change of 1% in the costs for wages, salaries and remuneration would affect operating income by approximately SEK 40m (40). • A decline of 10 percentage points in the value of the Swedish krona against the US dollar would have an adverse effect on operating income of approximately SEK –153m*, of which SEK –217m would refer to negative effects of transactions and SEK 64m to positive translation differentials. • A decline of 10 percentage points in the value of the Swedish krona against the euro would have a positive effect on operating income of approximately SEK 315m*, of which SEK 260m would refer to effects of transactions and SEK 55m to translation differentials. * Excluding hedging effects. • A decline of 10 percentage points in the value of the Swedish krona against all currencies, including USD and EUR, would have a positive adverse effect on operating income of approximately SEK 656m*, of which SEK 453m would refer to effects of transactions and SEK 203m to translation differentials. • A change of 1 percentage point in the interest rate on loans would affect net income of approximately SEK 80m (106), on the basis of outstanding loans at year-end 2008. • An increase or decrease of 10 percentage points in the price of steel would affect operating income by –/+ SEK 208m. • An increase or decrease of 10 percentage points in the price of aluminum would affect operating income by –/+ SEK 74m. • An increase or decrease of 10 percentage points in the price of plastics would affect operating income by –/+ SEK 92m. R eport by t h e Boar d o f D i rector s Production Husqvarna’s production consists mainly of assembly of purchased components, and is sufficiently flexible to meet fluctuations in demand resulting from seasonal variations and Cost structure, Group Risks related to prices for raw materials, other materials and components The Group’s operations and its performance are affected by fluctuations in the prices of raw materials, mainly steel, aluminum and various types of plastics. These prices can fluctuate considerably in the course of a year, as a result of changes in world prices for raw materials or the ability of suppliers to deliver them. Husqvarna’s total consumption is obviously linked to production volume and comprises approximately 200,000 tons of steel, 43,000 tons of aluminum and 60,000 tons of plastics. In 2008 Husqvarna purchased materials and components for approximately SEK 18,300m, of which approximately SEK 4,090m referred to raw materials. Purchases of steel accounted for SEK 2,082m, aluminum for SEK 735m, and plastics for SEK 924m. Husqvarna does not use financial instruments to hedge prices of raw materials at the time of purchase. A major share of Husqvarna’s material requirements is met by single suppliers who individually cover the Group’s shortterm needs. The effects of interrupted deliveries vary depending on the specific materials and components. A shortfall in deliveries by a supplier could have negative consequences for production and for deliveries of finished products. Husqvarna’s purchasing organization works closely with suppliers in order to manage deliveries, and monitors the suppliers’ financial stability, quality-assurance systems and flexibility of production. Transaction exposure by currency, forecast commercial flows 2009 SEKm Fixed costs, 22% Variable costs, 78% EUR CAD RUB PLN GBP Other currencies USD SEK Net flow Hedge amount Transaction exposure net 2,597 1,043 542 459 410 1,652 –2,174 –4,529 –2,370 –771 –362 –345 –335 –628 1,802 3,009 227 272 180 114 75 1,024 372 1,520 For more information, see Note 2 on page 57. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Customers Consumer products for the mass market are sold mainly through large retail chains. This market is highly consolidated in North America, while in Europe consolidation is under way. This implies that customers for consumer products are larger and fewer in number, which gives them greater bargaining power. However, this situation also provides Husqvarna with an opportunity to generate higher growth by displaying the Group’s products in a large number of retail outlets in a wider geographical market. Consolidation has involved a greater degree of dependence on individual customers, which has resulted in higher levels of trade receivables and credit risks. Professional products are sold mainly through local servicing dealers or directly to end-users, which means that these customers purchase smaller volumes and are not individually significant for the Group. Husqvarna’s strategy involves increasing the number of dealers who sell Husqvarnabranded products, on the basis of a more active approach. Unit costs for sales to servicing dealers are higher than for e.g. retail chains but the level of risk related to receivables and credit is lower. weather conditions. However, handheld products such as chainsaws and clearing saws, for which the Group also manufactures engines, feature a greater proportion of com ponents that are produced in-house. Approximately 22% of the Group’s total costs consist of fixed costs. The largest single cost refers to purchases of materials and components. In light of the seasonal variations in the Group’s operations, the number of temporary employees increases during the peak production season. 35 on product innovation and utilization of the Group’s strong brands, which reduces risks related to price competition. Seasonal variations and dependence on weather conditions can lead to short-term changes in demand and price competition, as supply may be greater or less than demand. If supply is greater than demand, competition may lead to lower prices. In order to minimize the risk of over-production, Husqvarna has established a flexible production structure with relatively low fixed costs, which can be adjusted at short notice to meet actual demand. R eport by t h e Boar d o f D i rector s Acquisitions Husqvarna has made several acquisitions in the past few years. Although the Group has historically shown an ability to successfully integrate acquisitions, such integration always involves risks. Sales may be adversely affected, the costs of integration may be higher than anticipated, and synergy effects may be lower than expected. 36 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Financial risks Husqvarna’s financial risks are managed on the basis of the Group’s financial and credit policies, which are annually updated and authorized by the Board of Directors. Management of such risks is based largely on the use of financial instruments and is mainly centralized in Group Treasury, which operates in accordance with specified risk mandates and limits. For more information on risk management, risk exposure and accounting principles, see Notes 1 and 2. Currency exposure The goal of Husqvarna’s currency management is to minim ize the short-term adverse effects of exchange-rate fluctuations on the Group’s earnings and financial position. As Husqvarna sells its products in approximately 100 countries, the Group is exposed to currency fluctuations. These affect the Group’s earnings in terms of translation of income statements in foreign subsidiaries, i.e. translation exposure, as well as the sale of products on the export market, i.e. transaction exposure. Translation exposure is related primarily to earnings in USD, EUR, CAD, RUB and GBP. In addition, changes in exchange rates can affect the prices of materials purchased in foreign currencies. The Group’s globally widespread production and sales enable exchange-rate effects to be offset to some extent. Changes in exchange rates also affect Group equity. The difference between the assets and liabilities of foreign subsidiaries in foreign currencies is affected by these changes, which generate translation differences that impact equity. At year-end 2008, most foreign net assets were in USD and EUR. For more information on risks related to currency exposure, see Note 2. Hedging of exchange rates Husqvarna uses currency derivatives to hedge estimated transaction exposure on a horizon of 0–12 months. Normally, 75–100% of the invoiced and estimated currency flow for the next 6 months is hedged, and 50–75% for the next 6–12 months. Neither currency exposure nor translation of financial statements in foreign subsidiaries is hedged. At yearend 2008 the market value of the Group’s hedges referring to transaction exposure amounted to SEK –35m. In accordance with the Group’s financial policy, certain foreign net assets are hedged through loans in the respective country’s currency, as well as through currency derivatives. Currency gains and losses on net assets and hedges are booked directly under equity. Income and costs related to hedging are reported under net financial items. Income for hedging of foreign net assets in 2008 amounted to SEK 21m. Interest-rate risks At year-end 2008, the average interest rate on external borrowings was 4.3% (5.2), and the average interest fixing period was 5 months. On the basis of the volume of borrowings and the fixed-interest period at year-end, a change of one percentage point in the interest rate would affect Group income in the amount of –/+ SEK 80m. For more information on interest-rate risks, see Note 2. Financing risks Financing risks refer to possible delays or increased costs related to financing of Husqvarna’s capital requirements and refinancing of outstanding loans. Financing risks can be reduced by maintaining an evenly distributed maturity profile for loans and by ensuring that short-term borrowings do not exceed current liquidity. The Group’s financial policy stipulates that net debt should be long-term, without reference to seasonal variations. The Group’s goal is for the average maturity period of long-term loans to be not less than two years and to show an evenly distributed maturity profile. Loans with maturity periods of less than 12 months are normally maximized to SEK 3,000m. Evaluation of financial risks involves adjustment of the maturity profile for available but unutilized credit facilities. Translation exposure and exchange rates Net sales, SEKm 2008 USD EUR CAD GBP YEN 11,423 8,386 1,488 1,268 842 Average exchange rate, SEK Year-end exchange rate, SEK 2008 2007 2008 2007 6.59 9.67 6.21 12.11 0.06 6.74 9.25 6.30 13.48 0.06 7.70 10.94 6.25 11.20 0.09 6.43 9.45 6.57 12.86 0.06 R eport by t h e Boar d o f D i rector s Pension commitments At year-end 2008, Husqvarna’s commitment for pensions and other remuneration following terminated employment amounted to SEK 2,855m. The Group manages pension funds amounting to SEK 1,383m. At year-end 2008, 41% of these funds were placed in shares, 53% in bonds and 6% in liquid assets or other investments. Annual changes in the value of assets and liabilities depend primarily on trends for share prices and interest rates. Pension commitments are affected e.g. by changes in assumptions regarding average life expectancy and expected salary increases. The income statement for 2008 includes costs for pensions and remuneration as referred to above, amounting to SEK 210m. During 2008, SEK 88m was paid into the Group’s pension funds. In the interest of effective control and cost-efficient management of the Group’s pension commitments, management is centralized in Group Treasury and is conducted in Raw material spending SEKm Steel Plastics Aluminium Other raw materials Total Changes in legislation Husqvarna products are subject to national and international regulations regarding environmental impact and other issues arising from use of the products as well as recycling of them, such as exhaust emissions, noise and safety. Husqvarna’s products have improved steadily in this respect. The Group is the market leader in terms of e.g. development of 2-stroke engines, and is estimated to have sufficient resources for product development to comply with stricter criteria in the future. The criteria which will be introduced over the next few years are currently known, and as long as they are not subject to drastic changes it is estimated that they can be met by the Group’s existing products, as well as those currently under development. Product liability In many countries, legislation may require Husqvarna to recall products in certain, specific circumstances. New and stricter regulations in this respect may be introduced in the future. Husqvarna is also exposed to product liability in the event that products are claimed to have caused damage to persons or property. Husqvarna is insured against such claims, partly through insurance in own captive subsidiaries, and partly through external insurers. However, there is no guarantee that such insurance cover is valid or sufficient in a specific case, or that claims regarding product liability may not have a clearly adverse effect on the Group’s earnings and financial position. The Group’s Product Safety Committee includes representatives from operational units, as well as Group Staff Legal Affairs, including Risk Management. The tasks of the Committee include ensuring that product safety is integrated into the design, production and distribution of all Group products. Cost structure 2008 2,082 924 735 351 4,092 Cost of goods sold: Components Raw materials Factory OH, R&D, tools Direct wages Other Gross margin Selling expense Adminstrative expense Other Operating margin 2008 % of sales SEKm 43.9 12.7 9.6 4.0 0.8 29.0 17.0 4.6 0.1 7.3 14,210 4,092 3,109 1,280 274 9,377 5,496 1,474 46 2,361 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Credit risks The Group’s credit risks are managed on the basis of standardized credit ratings, active monitoring of credits, and routines for follow-up of trade receivable. The need for reserves for uncertain trade receivables is monitored con tinuously. Major credits are approved annually by the Board of Directors. To some extent, the Group utilizes credit insurances to reduce credit risk in a minor share of trade receivables in Europe. The Group’s financial assets are used primarily for repayment of loans. Liquid funds are placed in highly liquid interest-bearing instruments issued by institutions with a credit rating of at least A-, according to Standard & Poor’s or similar agencies. For more information on credit risks, see Note 2. accordance with the pension policy adopted by the Board of Directors. For more information on pension, see Note 19. 37 In addition, seasonal variations in cash flow comprise an important component for evaluation of financial risks. Future seasonal variations are therefore continuously taken into account in liquidity planning. The average maturity period for Husqvarna’s loans was 3.4 years (3.5) at year-end 2008. For more information on financing risks, see Note 2. FI N A N C I A L S TAT EM EN T S Group income statement SEKm Note 2008 2007 Net sales Cost of goods sold Gross operating income 3, 4 32,342 –22,965 9,377 33,284 –23,509 9,775 –5,496 –1,474 4 –48 –2 2,361 –4,927 –1,303 21 –5 3 3,564 38 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Selling expenses Administrative expenses Other operating income Other operating expenses Shares of income in associated companies Operating income 5 6 Financial income Financial expenses Financial items, net Income after financial items 8 8 122 –716 –594 1,767 44 –719 –675 2,889 Taxes Income for the period 9 –479 1,288 –853 2,036 1,278 10 1,288 2,029 7 2,036 3.34 3.34 5.29 5.29 383.0 383.2 384.6 384.6 Income for the period attributable to: Equity holders of the Parent Company Minority interest in income for the period Earnings per share Before dilution, SEK After dilution, SEK Average number of shares Before dilution, million After dilution, million 17 FI N A N C I A L S TAT EM EN T S Assets Non-current assets Property, plant and equipment Goodwill Other intangible assets Investments in associates Deferred tax assets Financial assets Total non-current assets Current assets Inventories Trade receivables Derivatives Tax receivables Other current assets Cash and cash equivalents Total current assets Total assets Pledged assets Equity and liabilities Equity attributable to equity holders in the Parent Company Share capital Other reserves Retained earnings 31 Dec 2008 31 Dec 2007 7, 11 10 10 26 9 12 5,035 6,788 4,789 7 928 187 17,734 4,312 5,461 4,031 12 898 207 14,921 13 2 2 8,556 4,184 907 577 551 1,828 16,603 34,337 7,758 3,912 90 256 650 1,216 13,882 28,803 15 49 44 17 16 770 1,062 6,940 8,772 43 8,815 770 9 6,570 7,349 40 7,389 2 9 19 20 10,694 1,829 1,170 686 14,379 2,911 1,666 1,059 570 6,206 21 2 2 20 3,280 367 1,474 3,159 2,434 429 11,143 34,337 2,731 342 1,520 10,130 277 208 15,208 28,803 22 24 20 Note 14 2 Minority interest Total equity Non-current liabilities Long-term borrowings Deferred tax liabilities Provisions for pensions and other post-employment benefits Other provisions Total non-current liabilities Current liabilities Trade payables Tax liabilities Other liabilities Short-term borrowings Derivatives Other provisions Total current liabilities Total equity and liabilities Contingent liabilities 39 SEKm H USQVA R N A A NN UA L REP O R T 2 0 0 8 Group balance sheet FI N A N C I A L S TAT EM EN T S Group cash flow statement 40 H USQVA R N A A NN UA L REP O R T 2 0 0 8 SEKm Operations Income after financial items Depreciation and amortization Restructuring provision Capital loss/Impairment Change in accrued and prepaid interest Taxes paid Cash flow from operations, excluding change in operating assets and liabilities Change in operating assets and liabilities Change in inventories Change in trade receivables Change in trade payables Change in other operating assets/liabilities Cash flow from operating assets and liabilities Cash flow from operations Investments Acquisitions of operations Sale of fixed assets Capital expenditure in property, plant and equipment Capitalization of product development and software Other Cash flow from investments Total cash flow from operations and investments Financing Change in short-term investments Change in short-term loans Amortizations of long-term loans New long-term loans Dividend paid to shareholders Repurchase of shares Dividend paid to minority holders Cash flow from financing Total cash flow Cash and cash equivalents at beginning of year Exchange rate differences referring to cash and cash equivalents Cash and cash equivalents at year-end Note 23 11 10 2008 2007 1,767 1,163 264 40 12 –543 2,889 1,081 0 0 29 –767 2,703 3,232 260 196 114 –129 441 3,144 –1,468 992 –15 –85 –576 2,656 –845 30 –909 –254 2 –1,976 –8,876 0 –698 –159 44 –9,689 1,168 –7,033 0 –7,608 — 7,783 –862 –48 –11 –746 0 10,157 –4,546 2,778 –667 –166 0 7,556 422 1,216 523 698 190 1,828 –5 1,216 FI N A N C I A L S TAT EM EN T S Group Statement of shareholders’ equity Opening balance 1 Jan 2007 Available for sale instruments Gain/loss taken to equity Cash flow hedges Gain/loss taken to equity Transferred to income statement Exchange differences on translation of foreign operations Translation differences Equity hedge Share-based payment Income for the period recognized directly in equity Income for the period Total recognized income and expense for the period Bonus issue Repurchase of shares Dividend SEK 2.25 per share Total transactions with equity holders Acquisition of minority Closing balance 31 Dec 2007 Available for sale instruments Transfer to income statement Cash flow hedges Gain/loss taken to equity Transferred to income statement Exchange differences on translation of foreign operations Translation differences Equity hedge Share-based payment Income for the period recognized directly in equity Income for the period Total recognized income and expense for the period Repurchase of shares Dividend SEK 2.25 per share Total transactions with equity holders Dividend to minority holders Closing balance 31 Dec 2008 Other paid-in capital Other reserves Retained earnings Total Minority interest Total equity 593 0 114 5,545 6,252 12 6,264 –3 –3 –3 –47 –3 –47 –3 –47 –3 0 –52 6 0 –52 6 0 –52 6 0 0 –105 6 2,029 –99 2,029 0 7 –99 2,036 0 177 0 –105 0 0 1,930 0 –166 –667 –833 7 177 2,035 –177 –166 –667 –1,010 770 0 9 6,570 7,349 1,937 0 –166 –667 –833 21 7,389 0 21 40 3 3 3 –31 47 –31 47 –31 47 1,497 –463 2 1,497 –463 2 0 1,501 –463 2 4 0 0 1,053 2 1,278 1,055 1,278 4 10 1,059 1,288 0 0 1,053 0 0 2,333 –48 –862 –910 14 0 1,280 –48 –862 –910 770 0 1,062 6,940 8,772 2,347 –48 –862 –910 –11 8,815 0 –11 43 41 SEKm Share capital H USQVA R N A A NN UA L REP O R T 2 0 0 8 Attributable to equity holders of the company FI N A N C I A L S TAT EM EN T S Parent Company 42 H USQVA R N A A NN UA L REP O R T 2 0 0 8 The operations of the Parent Company Husqvarna AB (Corporate Identity Number 556000-5331) include the development, manufacture, marketing and sales of motor-driven products for forestry and garden care as well as the functions of the Group’s head office including Finance, Legal, Human Resources and Communications. Net sales for the Parent Company in 2008 amounted to SEK 10,011m (10,156), of which SEK 7,569m (7,750) related to sales to Group com panies and SEK 2,442m (2,406) to external customers. Income after financial items in 2008 amounted to SEK 6,312m (2,208). The improvement refers mainly to capital gains related to changes in the Group structure. After appropriations of SEK 61m (–302) and taxes of SEK –290m (–358), net income for the year was SEK 6,083 m (1,548). Investments in tangible and intangible fixed assets during the year were SEK 596m (230). Short-term investments at the end of the year amounted to SEK 0m (199) and cash and bank balances amounted to SEK 682m (158). Unrestricted equity in the Parent Company at year-end amounted to SEK 12,042m (7,738). Group contributions in 2008 amounted to SEK –1,174m (–356) and are reported in non-restricted reserves. For information on employees, salaries and remuner ation, see Note 19. For information on shareholdings and participations, see Note 26. Parent Company Income statement SEKm Net sales Cost of goods sold Gross operating income Selling expenses Administrative expenses Other operating income Other operating expenses Operating income Note 3 5 6 2008 2007 10,011 –7,281 2,730 10,156 –7,389 2,767 –861 –336 5,025 –19 6,539 –902 –376 0 –2 1,487 Financial income Financial expenses Income after financial items 8 8 1,283 –1,510 6,312 1,448 –727 2,208 Appropriations Income before taxes 18 61 6,373 –302 1,906 Taxes Income for the period 9 –290 6,083 –358 1,548 FI N A N C I A L S TAT EM EN T S Assets Non-current assets Intangible assets Tangible assets Financial assets Total non-current assets Current assets Inventories 31 Dec 2008 31 Dec 2007 10 11 12 591 502 29,731 30,824 223 524 4,308 5,055 13 1,299 1,326 2,392 347 86 173 948 83 27 4,056 20,931 365 32 1 131 88 30 21,578 0 682 6,037 36,861 199 158 23,261 28,316 15 — — 17 770 18 4 770 18 4 –88 6,047 6,083 12,834 –63 6,253 1,548 8,530 Note Receivables Receivables from Group companies Trade receivables Deferred tax assets Tax-refund claim Derivative instruments Other receivables Prepaid expenses and accrued income Short-term investments Cash and cash equivalents Total current assets Total assets Pledged assets Equity Restricted equity Share capital Statutory reserves Revaluation reserve Non-restricted equity: Fair value reserve Profit or loss brought forward Income for the period Total equity Untaxed reserves 18 902 963 Provisions Provisions for pensions and similar commitments Other provisions Total provisions 19 20 34 74 108 32 30 62 Interest-bearing liabilities Liabilities to Group companies 4,665 3,971 Long-term loans Short-term loans Total interest-bearing liabilities 10,287 2,599 17,551 2,548 9,826 16,345 Current liabilities Liabilities to Group companies Trade payables Tax liabilities Other liabilities Derivative instruments Total current liabilities Total equity and liabilities 21 1,810 532 0 378 2,746 5,466 36,861 1,100 547 65 411 293 2,416 28,316 22 160 71 Contingent liabilities 43 SEKm H USQVA R N A A NN UA L REP O R T 2 0 0 8 Parent Company Balance sheet FI N A N C I A L S TAT EM EN T S Parent Company Cash flow statement SEKm Operations Income after financial items Depreciation according to plan charged against above Adjustment for non-cash items Capital gain/loss included in operating income 44 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Taxes paid Cash flow from operations, excluding change in operating assets and liabilities Change in operating assets and liabilities Change in inventories Change in trade receivables Change in inter-company claims Change in other current assets Change in current liabilities and provisions Cash flow from operations 2008 2007 6,312 245 –28 –5,003 1,526 2,208 241 –61 2 2,390 –254 1,272 –280 2,110 27 19 18,631 –809 2,451 21,591 –359 –52 –7,112 60 207 –5,146 –19,919 –137 –457 –20,513 1,078 –899 –143 –87 –1,129 –6,275 –7,226 7,739 199 –48 –862 –356 –554 9,771 –1,989 –199 –166 –667 –349 6,401 524 158 682 126 32 158 Investments Change in shares and participations Capital expenditure in property, plant and equipment Intangible assets Cash flow from investments Total cash flow from operations and investments Financing Change in short-term loans Change in long-term loans Change in short-term investments Repurchase of own shares Dividend paid to shareholders Group contribution paid Cash flow from financing Total cash flow Cash and cash equivalents at beginning of year Cash and cash equivalents at year-end FI N A N C I A L S TAT EM EN T S Opening balance, 1 Jan 2007 Transfer between non-restricted and restricted equity Bonus issue Group contributions Tax effect of Group contributions Dividend paid to shareholders Repurchase of own shares Valuation of available for sale investments Change in hedge reserve Share-based payments Income for the period Closing balance, 31 Dec 2007 Group contributions Tax effect of Group contributions Dividend paid to shareholders Repurchase of own shares Valuation of available for sale investments Change in hedge reserve Share-based payments Income for the period Closing balance, 31 Dec 2008 Share capital Fair value reserve Profit or loss brought forward Total 593 21 1 7,516 8,131 –1 –177 –356 100 –667 –166 1 177 4 0 0 –356 100 –667 –166 –3 –61 4 1,548 7,801 1,548 8,530 –1,174 329 –862 –48 –1,174 329 –862 –48 3 –28 1 6,083 12,834 –3 –61 770 22 –63 3 –28 770 22 –88 1 6,083 12,130 45 SEKm Restricted reserves H USQVA R N A A NN UA L REP O R T 2 0 0 8 Parent Company Change in equity N OT E S DEFINITIONS Capital indicators Net assets – Total assets exclusive of liquid funds and interestbearing financial receivables less operating liabilities, noninterest-bearing provisions and deferred tax liabilities. Operating working capital – Inventories and trade receivables less trade payables. Working capital – Current assets exclusive of liquid funds and interest-bearing financial receivables less operating liabilities and non-interest-bearing provisions. Net debt – Total interest-bearing liabilities less liquid funds. Liquid funds – Cash and cash equivalents, short term investments and fair value derivative assets. 46 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Net debt/equity ratio – Net debt in relation to total adjusted equity. contents notes Note 1 Accounting and valuation principles 47 2 Financial risk management and financial instruments 54 3 Segment information 60 4 Net sales and operating income 62 5 Other operating income 62 6 Other operating expenses 62 7 Leasing 62 8 Financial income and expense 63 9 Taxes 63 10 Intangible assets 65 11 Property, plant and equipment 66 12 Financial assets 67 13 Inventories 67 14 Other current assets 68 15 A ssets pledged for liabilities to credit institutions 68 16 Other reserves in equity 68 17 Share capital and number of shares 69 18 Untaxed reserves, Parent Company 69 19 Employees and employee benefits 69 20 Other provisions 76 Net sales growth – Net sales as a percentage of the preceding period. 21 Other liabilities 76 22 Contingent liabilities 76 Gross margin – Gross operating income as a percentage of net sales. 23 Business Combinations 77 24 Remuneration to the Board of Directors, the President and other members of Group Management 80 Equity/assets ratio – Equity as a percentage of total assets. Capital employed – Total liabilities and equity less non-interestbearing debt including deferred tax liabilities. Other key ratios Earnings per share – Income for the period divided by the number of shares. Operating margin – Operating income as a percentage of net sales. Return on equity – Income for the period as a percentage of average equity. Return on capital employed – Operating income plus financial income as a percentage of average capital employed. Operating cash flow – Total cash flow from operations and investments, excluding acquisitions and divestment of operations. Capital expenditure – Property, plant and equipment and c apitalization of product development and software. EBITDA – Earnings before interests, taxes, depreciation and amortization. Value creation – Operating income less the weighted average cost of capital (WACC) on average net assets: (Net sales – operating costs = operating income) – (WACC x average net assets). Excluding acquisitions – Figures excluding acquisitions are reported in order to make the current period comparable with the corresponding period in the previous year. Adjustment is made for acquisitions with annual sales of SEK 100m or more. Interest coverage ratio – Income after financial items plus financial costs divided with financial costs. Some of the historical key figures for 2004–2006 are calculated pro forma or based on combined financial statements. For more information, see the Five-year review on page 86–87. 25 Fees to auditors 82 26 Shares and participations 83 N OT E S Amounts in SEKm unless otherwise stated. ACCOUNTING AND VALUATION PRINCIPLES Principles applied for consolidation Husqvarna applies the purchase method to account for acquisitions of subsidiaries not under common control, whereby the assets, liabilities and contingent liabilities in a subsidiary on the date of acquisition are valued at fair value to determine the acquisition value to the Group. If the cost of the business combination exceeds the fair value of the identifiable assets, liabilities and contingent liabilities, the difference is recognized as goodwill. If the fair value of the acquired net assets exceeds the cost of the business com bination, Husqvarna reassesses the identification and meas urement of the acquired assets. Any excess remaining after that reassessment is recognized immediately in the income statement. The consolidated income for the Group includes the income statements for the Parent Company and its directly and indirectly owned subsidiaries after: • elimination of intra-group transactions and unrealized intra-group profits in stock, and • depreciation and amortization of acquired surplus values. Definition of Group companies The financial statements include Husqvarna AB and all companies in which the Parent Company has the power to govern the financial and operating policies, generally accom panied by a shareholding of more than 50% of the voting rights referring to all shares and participations. The following applies to acquisitions of companies not under common control and to divestments: • Companies acquired are included in the consolidated income statement as of the date on which Husqvarna gains control. • Companies divested are included in the consolidated income statement up to and including the date on which Husqvarna loses control. No companies have been divested during the year. Transactions with minority interests are treated as transactions with external parties to the Group. Disposals to minority interests result in gains and losses recorded in the income statement. Acquisitions from minority interests result in goodwill, corresponding to the difference between the consideration paid and the acquired portion of the carrying value of the net assets in the subsidiary. At year-end 2008, the Group comprised 152 operating units, and 118 companies. Associated companies Associates are companies over which Husqvarna has significant influence but not control, generally accompanied by a shareholding of between 20% and 50% of the voting rights. Investments in associated companies have been reported according to the equity method. Husqvarna’s share of income after tax in an associated company is reported in the income statement. Husqvarna’s investments in associates are of operational nature which is the reason the result is reported as part of the operating income. Investments in an associated company are initially reported at cost, increased or decreased to recognize Husqvarna’s share of the profit or loss of that associated company after the date of acquisition. When Husqvarna’s share of losses in an associate equals or exceeds the value of its interest in that associate, Husqvarna does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Gains or losses on transactions with associated companies, if any, have been recognized in relation to the Group’s participating interest in the associate. Related party transactions All transactions with related parties are carried out on an arm’s length basis. Foreign currency translations Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. The financial statements are presented in SEK, which is the Parent Company’s functional currency and the presentation currency of the Husqvarna Group. The balance sheets of foreign subsidiaries have been translated into SEK at year-end rates. Income statements have been translated at average rates for the year. On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is sold, exchange differences that were recorded in equity are recognized in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Segment reporting Husqvarna’s primary segments (business areas) are based on the different business models for end-customers, consumers H USQVA R N A A NN UA L REP O R T 2 0 0 8 Basis of preparation The consolidated financial statements of Husqvarna AB (publ.) are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union. As required by IAS 1, entities within Husqvarna apply uniform IFRS rules as defined in the Husqvarna Accounting Manual. The policies set out below have been consistently applied to all years presented. Additional information is disclosed on the basis of the standard RFR 1.1 of the Swedish Financial Reporting Board. The Parent Company’s financial statements have been prepared in accordance with the Swedish Annual Accounts Act and the Swedish Financial Reporting Board’s standard RFR 2.1. 47 NOTE 1 N OT E S Amounts in SEKm unless otherwise stated. 48 H USQVA R N A A NN UA L REP O R T 2 0 0 8 and professional users, which form the basis for identifying the predominant source and nature of risks and the differing rates of return facing the Group. The secondary segments are based on Husqvarna’s sales per geographical market. The segments are responsible for the operating result and the net assets used in their operations, whereas net financial income/expense and taxes as well as net debt and equity are not reported per segment. The operating results and net assets of the segments are consolidated using the same principles as for the total Group. The segments consist of separ ate legal units as well as divisions in multi-segment legal units where a certain amount of allocation of costs and net assets is carried out. Operating costs not included in the segments are shown under Husqvarna’s common costs, which mainly include costs for Husqvarna’s corporate functions. Transactions between segments are carried out on strictly commercial terms, applying arm’s length principles. ACCOUNT IN G AND VALUAT I ON PR INCIPLES Revenue recognition Sales are recorded net of VAT (Value-Added Tax), specific sales taxes, returns and trade discounts. Revenues arise almost exclusively from sales of finished products. Sales are recognized when the significant risks and rewards associated with ownership of the goods have been transferred to the buyer and the Group retains neither a continuing right to dispose of the goods, nor effective control of those goods and when the amount of revenue can be measured reliably. This means that sales are recorded when the goods have been placed at the disposal of the customers in accordance with agreed terms of delivery. Revenues from services are recorded when the service, such as product repairs, has been performed. Interest income is recognized on a time-proportion basis using the effective interest method. Dividend income is recognized when the right to receive payment is established. Government grants Government grants relate to financial grants from governments, public authorities and similar local, national, or international bodies. These are recognized when there is a reasonable assurance that Husqvarna will comply with the conditions attaching to them and that the grants will be received. Government grants relating to assets are included in the balance sheet as deferred income and recognized as income over the useful life of the assets. Government grants relating to expenses are recognized in the income statement as a deduction of such related expenses. Borrowing costs Borrowing costs are recognized as an expense in the period in which they are incurred. Taxes Taxes include current and deferred taxes with application of the liability method, meaning that deferred tax assets and liabilities are accounted for on all differences between the carrying amount of assets and liabilities in the balance sheet and the tax base. Deferred taxes are calculated using enacted or substantially enacted tax rates. Taxes incurred by Husqvarna are affected by appropriations and other taxable (or taxrelated) transactions in the individual Group companies. They are also affected by the utilization of tax losses carried forward referring to previous years or to acquired com panies. This applies to both Swedish and foreign Group companies. Deferred tax assets on tax losses and temporary differences are recognized to the extent it is probable that they will be utilized in future periods. Deferred tax is not provided for on temporary differences arising on investments in subsidiaries and associates where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not be reversed in the foreseeable future. Deferred tax assets and deferred tax liabilities are shown net when they refer to the same taxation authority and when a company or a group of companies, through tax consolidation schemes, etc., has a legally enforceable right to set off tax assets against tax liabilities. Monetary assets and liabilities in foreign currency Monetary assets and liabilities denominated in foreign currency are valued at year-end exchange rates and the exchange-rate differences are included in the income statement, except when deferred in equity for the effective portion of qualifying net-investment hedges. Intangible fixed assets Goodwill Goodwill is reported as an indefinite life intangible asset with an unlimited useful life at cost less accumulated impairment losses. The value of goodwill is continuously monitored, and is tested annually for impairment or more regularly if there is an indication that the asset might be impaired. Goodwill is allocated to the cash generating units that are expected to bene fit from the business combination. Trademarks Trademarks are reported at cost after any accumulated amortization and accumulated impairment. All trademarks with limited useful lives are amortized on a straight-line basis during the useful life, estimated at 10 years. The trademark GARDENA is reported as an intangible asset with unlimited useful life. No other trademarks are identified as having unlimited useful lives. Product development expenses Husqvarna capitalizes certain development expenses for new products provided that the level of certainty as to their future economic benefits and useful lives is high. An intan gible asset is only recognized to the degree that the product is sellable on existing markets and that resources exist to complete the development. Only expenditure, which is directly attributable to the new product’s development, is recognized. Capitalized development costs are amortized N OT E S Amounts in SEKm unless otherwise stated. Property, plant and equipment Property, plant, and equipment are reported at historical cost less accumulated depreciation, adjusted for any impairment charges. Historical cost includes expenditure that is directly attributable to the acquisition of the assets. Subsequent costs are included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will be captured by the Group and are of mater ial value. All other repairs and maintenance costs are charged to the income statement during the period in which they are incurred. Land is not depreciated as it is considered to have an unlimited useful life. Depreciation is based on the following estimated useful lives: Buildings and land improvements 10–40 years Plant and machinery 3–15 years Other equipment 3–10 years The Group assesses the estimated useful lives at each balance sheet date as well as whether there is any indication that any of the company’s fixed assets are impaired. Impairment of long-lived assets If there is an indication of impairment the Group estimates the recoverable amount of the asset. The recoverable amount is the higher of an asset’s fair value less cost to sell and value in use. An impairment loss is recognized by the amount by which the carrying amount of an asset exceeds its recoverable amount. The discount rates used reflect the cost of capital and other financial parameters in the country or region in which the asset is in use. For the purposes of assessing impairment, assets are grouped in cash-generating units, which are the smallest identifiable group of assets generating cash inflows that are substantially independent of the cash inflows from other assets or group of assets. The Group’s cash generating units are Consumer North America, Consumer Rest of the world – Dealers, Consumer Rest of the world – Masstrade, Commercial Lawn and Garden, Forestry and Construction. Classification of financial assets Husqvarna classifies its financial assets according to the following categories: financial assets at fair value through profit or loss; loans and receivables; and available-for-sale financial Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated at fair value through profit or loss at inception. A financial asset is classified in this cat egory if acquired principally for the purpose of selling the asset in the short-term or if the asset is designated as belonging to this category by management. Derivatives are categorized as held for trading and presented under derivatives in the balance sheet, unless they are designated as hedges. Assets in this category are classified as current assets if they are either held for trading or are expected to be realized within 12 months of the balance sheet date. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets with the exception of maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are included in trade receivables in the balance sheet. Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets as financial assets unless management intends to dispose of the investment within 12 months of the balance sheet date. Recognition and measurement of financial assets Regular purchases and sales of investments (financial assets) are recognized on trade-date, the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Investments are derecognized when the right to receive cash flows from the investments have expired or have been transferred and when the Group has transferred substantially all of the risks and rewards of ownership. Available-for-sale financial assets and financial assets recognized at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are carried at amortized cost using the effective interest method less provision for impairment. Realized and unrealized gains and losses arising from changes in the fair value of the category “Financial assets at fair value through profit or loss” are included in the income statement in the period in which they arise and are reported as part of the operating result. Unrealized gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognized in equity. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are H USQVA R N A A NN UA L REP O R T 2 0 0 8 Other intangible assets Other intangible assets include patents, licenses, computer software, customer relations and other rights. These assets are recognized at acquisition cost and are amortized on a straight-line basis over their estimated useful lives. The estimated useful life recognized for computer software is 3 years. Patents, mainly recognized in connection with acquisitions, have an estimated useful life in the range of 10 to 13 years. Husqvarna has recognized customer relations with an estimated useful life between 5–12 years. assets. The classification depends on the purpose for which the investment was acquired. Management determines the classification of investments at initial recognition and reviews this designation at each reporting date. 49 over their useful lives, ranging between 3 to 5 years. The assets are tested for impairment annually or whenever there is an indication that the intangible asset may be impaired. N OT E S 50 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Amounts in SEKm unless otherwise stated. included in the income statement as gains and losses from investment securities and reported as operating income. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active, the Group establishes fair value by utilizing different valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are of substantially the same type and nature, discounted cash flow analysis, and option-pricing models refined to reflect the issuer’s specific circumstances. At each balance sheet date the Group assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss is removed from equity and recognized in the income statement. Impairment losses recognized in the income statement are not reversed through the income statement. Trade receivables Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effect ive interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that Husqvarna will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The change in the amount of the provision is recognized in selling expense. Leasing A finance lease is a lease that transfers substantially all of the risks and rewards associated with ownership of an asset. Title may or may not be eventually transferred. Assets under finance leases in which the Group is a lessee are recognized in the balance sheet and the future leasing payments are recognized as loan. Expenses for the period correspond to the depreciation of the leased asset and interest cost of the loan. Finance leases are capitalized at the inception of the lease at the lower amount of either the fair value of the leased property or the present value of the minimum lease payments. The leased assets are depreciated over their estimated useful lives. If no reasonable certainty exists that the lessee will obtain ownership by the end of the lease term, the assets are fully depreciated over the shorter period of either the lease term or the useful life of the assets. Apart from finance leases all other leases are categorized as operating leases. The payments made under operating leases are recognized in the income statement on a straightline basis over the leasing period. The Group rents certain production facilities, warehouses and office premises as well as certain office equipment under leasing agreements. Most leasing agreements in the Group are operating leases. Provisions Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the expenditure required to settle the present obligation at the balance sheet date. Where the effect of the time value of money is material, the amount recognized is the present value of the estimated expenditures. Provisions for warranties are recognized at the date of sale of the products covered by the warranty and are calculated on the basis of historical data for similar products. Restructuring provisions are recognized when the Group has adopted a detailed formal plan for the restructuring and has either started the implementation of the plan or communicated its main features to those affected by the restructuring. Inventories Inventories and work in progress are valued at the lower amount of cost and the net realizable value. Net realizable value is defined as the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to execute the sale at market value. The value of inventories is determined by using the weighted average cost formula. Gains and losses previously deferred in equity on hedged forecast transactions are also included in the initial measurement cost of the inventory. Appropriate provisions have been made for obsolescence. Cash and cash equivalents Cash and cash equivalents consist of cash on hand, bank deposits and other short-term highly liquid investments with maturities of three months or less. Pensions and other post-employment benefits Pensions and other post-employment benefit plans are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company pays fixed contributions into a separate entity and will have no legal obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. Contributions are expensed when they are due. All other pensions and other post-employment benefit plans are defined benefit plans. The Projected Unit Credit Method is used to measure the present value of the obligations and costs. The calculations are made annually using actuarial assumptions determined close to the balance sheet date. Changes in the present value of obligations due to revised actuarial assumptions and differences between the expected and actual return on plan assets are treated as actuarial gains or losses. Actuarial gains or losses are amort ized over the employees’ expected average remaining working lifetime in accordance with the corridor approach. N OT E S Amounts in SEKm unless otherwise stated. Accounting of derivative financial instruments and hedging activities Derivatives are initially recognized at fair value on the date on which the derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either hedges of highly probable forecast transactions (cash-flow hedges), or hedges of net investments in foreign operations. When hedges are entered into the Group documents at the inception of the transaction, the relationship between hedging instruments and hedged items, as well as the Group’s risk-management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at the hedging inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. Fair-value hedge Changes in the fair value of derivatives that are designated and which qualify as fair-value hedges are recorded as financial items in the income statement, along with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used, is amortized to profit or loss over the period of maturity. Currently there are no fair-value hedges in the Group. Cash-flow hedge The effective portion of change in the fair value of derivatives that are designated and qualify as cash-flow hedges are recognized in equity. The gain or loss relating to the ineffective portion is recognized immediately in the income statement as financial items. Amounts accumulated in equity are reversed and recognized in the income statement in the periods in which the hedged item will affect profit or loss (for instance when the Net investment hedge Hedges of net investments in foreign operations are treated similarly to cash-flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognized in equity; the gain or loss relating to the ineffective portion is recognized immediately in the income statement as financial items. Gains and losses accumulated in equity are included in the income statement when the foreign operation is disposed of, or in the event of a partial disposal. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognized immediately in the income statement as financial items. Share-based compensation IFRS 2 is applied for the share-based compensation programs granted in 2006, 2007 and 2008. The instruments granted are shares and options. Husqvarna classifies its share-based compensation programs as equity-settled programs, which means that the cost of the granted instruments’ fair value at grant date is recognized over the vesting period. The fair value of the instruments is the market value at grant date, adjusted for the discounted value of future dividends which employees will not receive. At each balance sheet date, the Group revises the estimates of the number of instruments that are expected to vest. Husqvarna recognizes the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. In addition, the Group provides for employer contributions expected to be paid in connection with the sharebased compensation programs. The costs are charged to the income statement over the vesting period. The provision is periodically revalued on the basis of the fair value of the instruments at each closing date. Cash flow The cash-flow statement has been prepared according to the indirect method. PARENT COMPANY ’ S ACCOUNT IN G AND VALUAT I ON PR INCIPLES The accounting principles described above are applied by the Parent Company Husqvarna AB with only a few exceptions and additions. Husqvarna Group applies IAS 19 Employee Benefits while the Parent Company applies the principles of FAR’s recommendation No 4 “Accounting of H USQVA R N A A NN UA L REP O R T 2 0 0 8 Borrowings Borrowings are initially recognized at fair value net of transaction costs incurred. After initial recognition, borrowings are valued at amortized cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. forecast sale which is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial item (for example, inventory), the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. 51 Net provisions for post-employment benefits in the balance sheet represent the present value of the Group’s obligations at year-end less the market value of plan assets, unrecognized actuarial gains and losses and unrecognized past-service costs. N OT E S 52 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Amounts in SEKm unless otherwise stated. pension liabilities and pension costs”. The differences are described in Note 19 Employees and employee benefits. In addition to the depreciation described above in Property, Plant and Equipment, the Parent Company reports additional fiscal depreciation, permitted by Swedish tax law, as appropriations in the income statement. In the balance sheet, these are included in untaxed reserves. Investments in associated companies are reported at historical cost. Group contributions are reported in accordance with UFR 1 (Swedish Financial Reporting Board). Group contributions paid or received to reduce the Group’s tax burden are reported directly against retained earnings, after adjustment for the current tax. IFRS 2 (Amendment). “Share-based payment” effective from 1 January 2009. The amended standard deals with vesting conditions and cancellations. It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation thereof subsequent to grant date. All cancellations whether by the entity or by other parties, should receive the same accounting treatment. The Group will apply IFRS2 (Amendment) from 1 January 2009. It is not expected to have a material impact on the Group’s accounts. NEW ACCOUNT IN G PR INCIPLES AS FROM 20 0 8 The IASB has issued interpretations and amendments to standards applicable for Husqvarna as from 2008. IAS 23, Borrowing costs (Revised). The main change from the previous version is the removal of the option of immediately recognizing as an expense borrowing costs that relate to assets that take a substantial period of time to prepare for use or sale. As mentioned above, Husqvarna currently expenses borrowing costs for such assets as they arise. Husqvarna will therefore change accounting policy and cap italize borrowing costs as part of the cost of such assets. The standard is effective for financial years beginning on or after 1 January 2009. IFRIC 11, “IFRS 2 – Group and treasury share transactions”, provides guidance on whether share-based transactions involving treasury shares or involving Group entities (for example options over a parent’s share) should be accounted for as equity-settled or cash-settled share-based payment transactions in the stand-alone accounts of the parent and Group companies. This interpretation does not have an impact on the Group’s financial statements. NEW ACCOUNT IN G PR INCIPLES FROM 20 0 9 AND ONWARDS The following standards, amendments and interpretations have not yet come into effect. The Group has or is in the process of evaluating the complete effect of the implementation of these standards. IAS 1 Presentation of Financial Statements (Revised). The revised standard will prohibit the presentation of items of income and expenses (that is, “non-owner changes in equity”) in the statement of changes in equity, requiring “non-owner changes in equity” to be presented separately from owner changes in equity. All non-owner changes in equity will be required to be shown in a performance statement, but entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). Husqvarna will apply IAS 1 (Revised) from 1 January 2009. Husqvarna has decided to present the income statement and the statement of comprehensive income separately. IFRS 8, Operating segments. The interpretation is effective for financial years, beginning on or after 1 January 2009. The standard addresses the division of the Company’s operations into different segments. According to the standard, the Company is to base this division on its internal reporting structure and is to determine the reportable segments on the basis of this structure. Husqvarna has evaluated this standard and it will have no impact on the Group’s reportable segments. IFRIC 14, IAS 19: The Limit on a Defined Benefit Asset, Min imum Funding Requirements and their interaction. IFRIC 14 addresses three issues: how entities should determine the limit placed by IAS 19, Employee Benefits, on the amount of a surplus in a pension plan they can recognize as an asset: how a minimum funding requirement affects that limit; when a minimum funding requirement creates an onerous obligation that should be recognized as a liability in addition to that otherwise recognized under IAS 19. IAS 27 (Revised). “Consolidated and separate financial statements”, (effective from 1 July 2009). The revised stand ard requires the effects of all transactions with noncontrolling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. The standard also specifies the accounting when control is lost. Any remaining interest in the entity is re-measured to fair value and a gain or loss is recognised in profit or loss. The Group will apply IAS 27 (Revised) prospectively to transactions with non-controlling interests from 1 January 2010. IFRS 3 (Revised). “Business combinations” (effective from 1 July 2009). The revised standard continues to apply the acquisition method to business combinations, with some significant changes. For example, all payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice on an acquisition-by-acquisition basis to measure N OT E S Amounts in SEKm unless otherwise stated. Asset impairment All assets with long useful lives, including goodwill, are evalu ated for impairment yearly or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impaired asset is written down to its recoverable amount on the basis of the best information available. Different methods have been used for this evaluation, depending on the availability of information. When available, market value has been used and impairment charges have been recorded when this information has indicated that the carrying amount of an asset is not recoverable. If market value has not been available fair value has been estimated by using the discounted cash flow method based on expected future results. Differences in the estimation of expected future results and the discount rates used may result in different asset valuations. Deferred taxes In the preparation of the financial statements, Husqvarna estimates income tax for each of the taxing jurisdictions in which Husqvarna operates as well as any deferred taxes based on temporary differences. Deferred tax assets, which primarily relate to tax loss carry-forwards and temporary differences, are recognized in those cases in which future taxable income is expected to allow for the recovery of those tax assets. Changes in assumptions in the projection of future taxable income as well as changes in tax rates, may result in significant differences in the valuation of deferred taxes. As of 31 December 2008, Husqvarna recognized a net amount of SEK 901m as deferred tax liabilities. Tax loss carry-forwards and other deductible temporary differences of SEK 2,039m have not been included in computation of deferred tax assets. Trade receivables Trade receivables are reported net of allowance for doubtful receivables. The net value represents the amount expected to be received. These expectations are based on circumstances known at balance sheet date. Despite the present financial situation, Husqvarna has not seen any significant increase in customer defaults. However, the Group’s credit rating model shows somewhat lower credit rating of the Groups’s customers. An increase in defaults or changes in financial situation of a significant customer could lead to different valuations. The total provision for doubtful accounts at year end was SEK 137m and the trade receivables, net of provision amounted to SEK 4,184m. Pensions and other post-employment benefits The Group sponsors defined benefit pension plans for certain of its employees in certain countries. Pension calculations are based on assumptions concerning expected return H USQVA R N A A NN UA L REP O R T 2 0 0 8 SI GNIFI CANT ACCOUNT IN G POL I CIES AND UNCERTA INTY FACTORS IN EST IMATED VALUE Use of estimates Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities in order to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from these estimates. The discussion and analysis of Husqvarna’s results of operations and financial position are based on Husqvarna’s financial statements, which have been prepared in accord ance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The preparation of these financial statements requires management to apply certain accounting methods and policies that may be based on difficult, complex or subjective judgments. Management applies estimates on the basis of experience and assumptions determined to be reasonable and realistic based on the related circumstances. The application of these estimates and assumptions affects the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at balance sheet date and also affects the reported amounts of net sales and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. Summarized below are those accounting policies that require more subjective judgment from management in making assumptions or estimates regarding the effects of matters that are inherently uncertain. Long-lived assets, excluding goodwill and other intan gible assets with indefinite lives, are depreciated on a straight-line basis over their estimated useful lives. Useful lives for property, plant, and equipment are estimated between 10–40 years for buildings, 3–15 years for plant and machinery and technical installations and 3–10 years for other equipment. The carrying amount for property plant, and equipment within the Group amounted to SEK 5,035m. The carrying amount for goodwill and other intangible assets at year-end amounted to SEK 11,577m. Under the current business environment management do not believe that any reasonable changes in the key assumptions on which the cash-generating units recoverable amounts are based upon would result in the carrying amounts exceeding the recoverable amounts. However a future market decline could pos sibly lead to an impairment situation. 53 the non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. All acquisition-related costs should be expensed. The Group will apply IFRS 3 (Revised) prospectively to all business combinations from 1 January 2010. N OT E S Amounts in SEKm unless otherwise stated. 54 H USQVA R N A A NN UA L REP O R T 2 0 0 8 on assets, discount rates, inflation, mortality, future salary increases etc. Changes in assumptions directly affect the service costs, interest costs and expected return on asset components of the expense. Gains and losses arising when actual returns on assets differ from expected returns, and when actuarial liabilities are adjusted due to changes in assumptions, are allocated over the expected average remaining working life of the employees using the corridor approach. The average expected return on assets used in 2008 was 6,3%, which is based on historical results. During 2008 the actual return on assets was SEK –103m. In 2009 this will lead to an increase in the Group’s pension costs of approximately SEK 11m. The average discount rate used to estimate liabilities at the end of 2007 and the calculation of expenses during 2008 was 5,1%. A decrease of 0,5% in this rate would have increased the service cost component of the expense by approximately SEK 7m. Restructuring During 2008 Husqvarna announced a restructuring program. The total charge against operating income was SEK 316m of which SEK 52m were paid in 2008. The charges are calculated on the basis of detailed plans for activities that are aimed at reducing the Group’s fixed cost structure. property damage, business interruption and product liability claims. Claims reserves in the captives, mainly for product liability claims, are calculated on the basis of a combination of case reserves and reserves for claims incurred but not reported. Actuarial calculations are undertaken to assess the adequacy of the reserves based on historical loss development experience, benchmark reporting and payment patterns. These actuarial calculations are based on several assumptions and changes in these assumptions may result in significant differences in the valuation of the reserves. Contingent liabilities The Group is involved in various disputes arising from time to time in its ordinary course of business. Husqvarna estimates that none of the disputes in which Husqvarna is presently involved in or that have been settled recently have had, or may have, a material effect on Husqvarna’s financial pos ition or profitability. However the outcome of complicated disputes is also difficult to foresee, and it cannot be ruled out that the disadvantageous outcome of a dispute may result in a significantly adverse impact on the Group’s results of operations and financial position. Claims reserves Husqvarna maintains third-party insurance coverage and is insured through wholly-owned insurance subsidiaries (captives) as regards a variety of exposures and risks, such as NOTE 2 FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS Financial instruments are defined in accordance with IAS 32, • Financing risks in relation to the Group’s capital requirements. Financial Instruments: Presentation and presented in accord ance with IFRS 7 Financial Instruments: Disclosure. Additional and complementary information disclosing the accounting and valuation policies adopted is presented in the Note 1, Accounting and valuation principles. • Interest rate risks on liquid funds and borrowings. Financial risk management Financial risk management for Husqvarna entities has been undertaken in accordance with the Group Financial Policy. Described below are the principles of financial risk management applicable to Husqvarna. Husqvarna is exposed to a number of risks relating to financial instruments including, for example, liquid funds, trade receivables, trade payables, borrowings, and derivative instruments. The primary risks associated with these instruments are: • Credit risks relating to financial and commercial activities. • Foreign exchange risks on export and import flows plus earnings and net investments in foreign subsidiaries. • Commodity price risks affecting expenditure on raw ma terials and components for goods produced. The Board of Directors of Husqvarna has adopted a Group financial policy, as well as a Group credit policy, to regulate the management and control of these risks. These risks are to be managed according to the limitations stated in the Financial Policy. The Financial Policy also describes the management of risks relating to pension fund assets. The purpose of the policy is to have enough funding available to minimize the Group’s cost of capital and to achieve an effect ive management of the Group’s financial risks. N OT E S undertaken locally, mostly in countries in which there are legal restrictions preventing financing through the Parent Company. The bulk of the Group’s financing is currently conducted through bilateral loan agreements and through a Swedish Medium Term Note program. In addition, the Group has a SEK 8,000m guaranteed syndicated credit facility, of which SEK 1,500m was utilized as of December 31, 2008. The major part of this facility matures in 2013. Due to the nature of its business, the Group has major seasonal variations in its funding needs. These variations have during 2008 been managed primarily by the use of the Group’s commercial paper program and, to a smaller extent, by utilizing the revolving credit facility. Capital structure Husqvarna’s target is for the capital structure of Husqvarna to correspond to a long-term creditworthiness at least equivalent to BBB rating, according to the principles for credit assessment of Standard & Poor’s or a similar agency’s. Currently, this is interpreted to imply that seasonally adjusted net debt, in proportion to the earnings before interest, tax, depreciations and amortizations (EBITDA) should not be higher than 2.5 in the long-term. This target for financial indebtedness may be adjusted in the event of changes to the macroeconomic situation, or allowed to deviate for a shorter period of time due to acquisitions. Husqvarna defines its equity as the sum of share capital, other reserves and retained profits less minority interests. Adjusted financial debt, when assessing the capital structure, is defined as net debt adjusted for pension liabilities. Given the seasonality of the business, this key ratio varies substantially during the year. Husqvarna has not breached any external capital requirements during the year. Financing risk Financing risk refers to the risk that the financing of the Group’s capital requirements and the refinancing of existing loans could become more difficult or more costly. This risk can be decreased by ensuring that maturity dates are evenly distributed over time, and that total short-term borrowings do not exceed available liquidity. Disregarding seasonal variations, net debt shall be long-term, according to the Financial Policy. The Group’s goals for long-term borrowings include an average time to maturity of at least two years, and an even spread of maturities. A maximum of SEK 3,000m in borrowings is normally allowed to mature in the next 12-month period. When Husqvarna assesses its refinancing risk, the maturity profile is adjusted for available unutilized committed credit facilities. In addition, seasonality in the cash flows is an important factor in the assessment of the financing risk. Consequently, Husqvarna always takes into account the fact that financial planning must include future seasonal fluctuations. The average adjusted time to maturity for the Group’s financing was 3.4 years (3.5) at the end of 2008, taking the unutilized part of the committed credit facility into account. Interest-bearing liabilities Less: liquid funds Net debt Total equity excl. minorities Total assets Net pension liabilities Adjusted financial debt* EBITDA (12m)* Adjusted financial debt/EBITDA* Adjusted equity/assets ratio 31 Dec 2008 31 Dec 2007 16,287 –2,735 13,552 8,772 34,337 13,318 –1,306 12,012 7,349 28,803 1,034 14,586 3,524 897 12,909 4,645 4.14 25.5% 2.78 25.5% * Adjusted financial debt and EBITDA have in the table above not been adjusted for acquisitions and extraordinary items. Borrowings and financing risk Borrowings The debt financing of Husqvarna is managed centrally by Group Treasury in order to ensure efficiency and risk control. Debt is primarily raised at Parent Company level and transferred to subsidiaries as internal loans or capital injections. In this process, various derivatives are used to convert the funds to the required currency. Short-term financing is also Interest-bearing liabilities At year-end 2008, the Group’s total interest-bearing liabilities amounted to SEK 16,287m (13,318), of which SEK 10,694m (2,911) referred to long-term loans. The major portion of the long-term borrowings pertains to bilateral loan agreements and Medium Term Notes issued in the domestic market. The short-term portion of previously long-term loans was SEK 1,099m, which is lower than last year. During 2008, the remaining portion, SEK 6,000m, of the original credit facility of SEK 8,000m, raised in connection with the acquisition of Gardena and Zenoah, has been fully amortized and replaced by bilateral loan agreements. Husqvarna has, as mentioned, substantial seasonal vari ation in its borrowings. The seasonal peak of the indebtedness normally implies additional borrowings of SEK 4,000– 6,000m in excess of year-end borrowings, taking the yearly dividend into account. The table below sets out the amount of the Group’s borrowings, allocated by different funding sources. 55 The management of financial risks has largely been centralized to Husqvarna Group Treasury. The measurement and control of financial risks within Group Treasury is performed on a daily basis by a separate risk control function. Furthermore, the Husqvarna Group’s policies include guidelines for managing operating risk relating to financial instruments, e.g. through the clear assignment of responsibilities and the allocation of powers of attorney. Proprietary trading in currencies and interest-bearing instruments is permitted with tight limits set within the framework of the Financial Policy. The primary aims of such trading are to maintain a flow of high quality information and market knowledge, as well as to contribute to the proactive management of the Group’s financial risks. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Amounts in SEKm unless otherwise stated. N OT E S Amounts in SEKm unless otherwise stated. Maturity profile of loans and other financial instruments as of 31 December 20081) 2009 2010 2011 2012 2013 2014 Total Financial leases Bond loans Utilized part of Committed revolving 70 1,220 62 511 55 64 53 566 53 52 273 1,331 566 3,744 credit facility Bank and other loans Derivative liabilities, balance sheet t2) Total 1,511 552 2,434 5,787 5,038 2,150 1,000 573 5,157 2,769 1,105 1,604 1,511 8,740 2,434 16,995 Committed revolving credit facilities covering short-term financing Adjusted maturity profile Liquid funds Trade receivables Trade payables Net –8,000 –2,213 –2,735 –4,184 3,280 –5,852 573 5,157 810 3,579 7,190 8,295 1,604 573 5,157 3,579 8,295 1,604 16,995 –2,735 –4,184 3,280 13,356 56 H USQVA R N A A NN UA L REP O R T 2 0 0 8 1) Please note that the table includes the forecast future nominal interest payment and, thus, does not correspond to the carrying amounts in the balance sheet. 2) For more detailed information on derivative contracts, see table under “Credit risk in financial activities” in Note 2 on page 59. Market programs Husqvarna has established a Medium Term Note program (MTN), denominated in SEK, to issue long-term debt in the capital markets. A number of transactions, with a total aggregated nominal value of EUR 60m were executed during the year. The total amount of the program is SEK 5,000m. In addition, Husqvarna has a Swedish Commercial Paper program (CP). The total amount of the program is SEK 7,000m, which is an increase of SEK 2,000m compared with last year. The table below shows outstanding amounts under these two programs. Borrowings Total borrowings 2008 Facility amount 2008 Total borrowings 2007 Facility amount 2007 Medium Term Note Program Other bond loans Revolving credit facility Long-term bank loans Financial leases Commercial papers Other short-term loans Fair value derivative liabilities Total 3,205 63 1,500 8,184 386 0 515 2,434 16,287 5,000 2,548 64 0 0 315 3,757 6,357 277 13,318 5,000 Issued – Maturity Program Nominal amount Currency Coupon CP MTN MTN MTN MTN MTN MTN MTN MTN 0 550 550 100 350 250 250 500 60 SEK SEK SEK SEK SEK SEK SEK SEK EUR STIBOR +0.25% 4.30% STIBOR +0.28% STIBOR +0.29% STIBOR +0.39% 4.875% STIBOR +0.46% EURIBOR +0.82% 2007–2009 2007–2009 2007–2010 2007–2010 2007–2012 2007–2012 2007–2015 2008–2016 8,000 7,000 8,000 5,000 N OT E S Amounts in SEKm unless otherwise stated. 31 Dec 2008 SEK EUR USD JPY AUD CAD RUB BRL CHF Other Total 31 Dec 2007 Net debt excl. currency swaps Net debt incl. currency swaps Net debt excl. currency swaps Net debt incl. currency swaps 7,670 6,080 –255 –89 –14 –25 –9 174 –7 27 13,552 –563 6,792 4,628 1,004 397 236 153 174 145 586 13,552 6,147 4,785 389 602 –25 –49 –29 38 –7 161 12,012 –264 6,017 4,307 643 311 272 38 183 18 487 12,012 Liquid funds Liquid funds consist of cash and cash equivalent and other short-term deposits including derivative assets at fair market value. Husqvarna’s goal is for the level of liquid funds, including unutilized committed credit facilities, to corres pond to at least, 2.5% of rolling 12-month sales. At year-end, this ratio was 28.6% (27.7%). In addition to this liquidity, the Group shall have sufficient liquid resources to finance the expected seasonal build-up in working capital during the next 12 months. Investments in liquid funds are mainly made in interest-bearing instruments with high liquidity and involve issuers with a long-term rating of at least A–, as defined by Standard & Poor’s or similar institutions. The average time to maturity for the liquid funds was 29 days (17) at the end of 2008. Interest rate risks on liquid funds and borrowings Interest rate risk refers to the adverse effects of changes in market interest rates on the Group’s net income. The main factor determining this risk is the interest-fixing period. Interest rate risk in liquid funds Group Treasury manages the interest rate risk of the investments in relation to a benchmark position defined as a oneday holding period. Any deviation from the benchmark is limited by a risk mandate. Derivative financial instruments, such as futures and forward rate agreements, are used to manage the interest rate risk. The holding periods of investments are mainly shortterm. The majority of investments are undertaken with maturities of between 0 and 3 months. The interest-fixing period for these current investments was 7 days (13) at the Interest-rate risk in borrowings The Financial Policy states that the benchmark for the longterm loan portfolio is an average interest-fixing period of 6 months. Group Treasury can choose to deviate from this benchmark on the basis of a risk mandate established by the Board of Directors. However, the maximum average fixedrate period is 3 years. Derivatives, such as interest swap agreements, are used to manage the interest rate risk by changing the interest from fixed to floating or vice-versa. The average interest fixing period for the non-seasonal debt was 0.4 (0.3) years at the end of the year. On the basis of volumes and interest fixings at the end of 2008, a one-percentage point shift in interest rates would impact the Group’s interest expenses by approximately SEK +/–80m (+/–106). Husqvarna acknowledges that the interest rates on different maturities and different currencies may not change uniformly. This calculation is based on a parallel shift of all yield curves simultaneously by one percentage point. The Group has seasonal debt for which the interest risk is not calculated due to its short-term nature. As per 31 December 2008, the average interest rate in the total loan portfolio was 4.3% (5.2). At year-end, Husqvarna did not have any outstanding interest rate derivatives hedging the financial indebtedness. Foreign exchange risk Foreign exchange risk refers to the adverse effects of changes in foreign exchange rates on Husqvarna’s income and equity. In order to manage such effects, the Group covers these risks within the framework of the Financial Policy. The Group’s overall currency exposure is managed centrally. The major currencies to which Husqvarna is exposed are USD, EUR, CAD, RUB, GBP and SEK against a range of currencies. Transaction exposure from commercial flows The Financial Policy stipulates hedging of forecasted sales and purchases in foreign currencies taken into consideration the price fixing periods and the competitive environment. Normally, 75–100% of the invoiced and forecast flows are hedged up to 6 months, while forecast flows for 6–12 months are hedged between 50% and 75%. Group subsidiaries primarily cover their risks in commercial currency flows through Group Treasury. Group Treasury assumes the currency risks and covers such risks externally by utilizing currency derivatives, for which hedge accounting is applied. The table on page 58 shows the forecasted transaction flows (imports and exports) for the 12-month period of 2009 and hedges at year-end 2008. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Net debt end of 2008. A downward shift in the yield curve of one percentage point would reduce the Group’s interest income by approximately SEK 18m (12) and the Group’s equity by SEK 13m (8). 57 Currency composition The currency composition of Husqvarna’s borrowings is dependent upon the currency distribution of the Group’s assets. Currency derivatives are used to obtain the preferred currency distribution. N OT E S Amounts in SEKm unless otherwise stated. Commercial flows Currency EUR CAD RUB PLN GBP Other USD SEK 31 Dec 2008 2009 Total hedge Forecast amount flow SEKm SEKm 2,597 1,043 542 459 410 1,652 –2,174 –4,529 –2,370 –771 –362 –345 –335 –628 1,802 3,009 2008 Forecast flow SEKm 31 Dec 2007 Total hedge amount SEKm 2,460 1,064 307 476 546 1,193 –1,867 –4,178 –1,914 –677 –188 –332 –339 –622 1,358 2,715 58 H USQVA R N A A NN UA L REP O R T 2 0 0 8 The effect of hedging on operating income amounted to SEK –89m (–152) during 2008. At year-end 2008, the unrealized exchange rate result on forward contracts amounted to SEK –23m (–86), all of which will mature in 2009. Translation exposure on consolidation of entities outside Sweden Changes in exchange rates also affect the Group’s income on translation of income statements of foreign subsidiaries into SEK. Husqvarna does not hedge such exposures. The translation exposure arising from income statements of foreign subsidiaries is included in the sensitivity analysis below. Foreign exchange sensitivity from transaction and translation exposure Husqvarna is particularly exposed to changes in the exchange rates of SEK and EUR. Furthermore, the Group has significant exposures to USD, CAD, GBP and a number of other currencies. A 10% increase or decrease in the value of USD, EUR and CAD against SEK, disregarding any effects from hedges, would affect the Group’s income before financial items and tax by approximately SEK +/– 276m (287) for one year, using a static calculation. This assumes the same distribution of earnings and costs as in 2008 and does not include any dynamic effects, such as changes in competitiveness or consumer behavior arising from such changes in exchange rates. It is also worth noting that, due to the seasonality in Husqvarna’s sales, these flows and results are not distributed evenly throughout the calendar year. Exposure from net investments (balance sheet exposure) The net assets and liabilities in foreign subsidiaries constitute a net investment in foreign currency, which generates a translation difference in connection with consolidation. In order to limit negative effects on Group equity resulting from translation differences, hedging is conducted based on borrowings and foreign exchange derivative contracts. This means that the decline in value of a net investment, resulting from a rise in the exchange rate of SEK, is offset by the exchange gain on the Parent Company’s borrowings and foreign exchange derivative contracts, and vice versa. The Financial Policy stipulates the extent to which the net investments can be hedged and also sets the benchmark for risk measurement. Group Treasury is allowed to deviate from the benchmark under a given risk mandate. The effect of the hedging is included in the analysis of the currency compos ition of the Group’s net debt, as shown on page 57. Hedge accounting of currency risk Husqvarna applies hedge accounting for its commercial flows and for the hedging of net investments in foreign currency. The total unrealized result for hedges of commercial flows amounted to SEK –35m as of December 31 2008, of which SEK –42m is reported in the hedge reserve. Assuming an unchanged exchange rate, the effects on profit and loss for 2009 would be SEK 7m for Q1, SEK 11m for Q2 , SEK –49m for Q3 and SEK –11m for Q4 2009. During the year, no ineffectiveness has occurred in relation to the hedging of commercial flows while a minor degree of ineffectiveness has occurred in the hedging of net investments in foreign oper ations. A total amount of SEK 0.9m (–0.3) has negatively affected profit and loss. See Note 16 for the effect on equity of hedge accounting. Commodity price risks Commodity price risk is the risk that the cost of direct and indirect materials could increase as underlying commodity prices rise on the global markets. Husqvarna is exposed to fluctuations in commodity prices through agreements with suppliers, whereby the price is linked to the raw material price on the world market. This exposure can be divided into direct commodity exposures, which refer to pure commodity exposures, and indirect commodity exposures, which are defined as exposures arising from only a portion of a component. Commodity price risk is managed through contracts with the suppliers rather than through the use of derivatives. A ten per cent rise or fall in the price of steel used in Husqvarna’s products will affect the Group’s results before financial items and tax by approximately –/+SEK 208m, everything else being equal. The same effect on the price of aluminum would impact the results by –/+SEK 74m and a 10% change in the price of plastics would give an effect on results of SEK –/+92m. Credit risk Credit risk in trade receivables Husqvarna sells to a substantial number of customers including large retailers, buying groups, independent stores and professional users. Sales are made on the basis of normal delivery and payment terms. Customer financing solutions are also normally arranged by third parties. The Credit Policy of the Group ensures that the management process for customer credits includes customer rating, credit limits, decision levels and management of bad debts. The Board of Directors decides on customer credit limits exceeding SEK 100m. Husqvarna uses an internal classification of the credit worthiness of its customers. The classification has different levels, from Low Risk to High Risk. In the table below, trade receivables have been divided into three different intervals. N OT E S Amounts in SEKm unless otherwise stated. 2007 4,184 2,294 1,491 402 3,912 2,918 620 374 Due to the general economic climate, our credit rating model shows a decrease in the credit rating of our customers in 2008. As of 31 December 2008, net trade receivables, after provisions for doubtful accounts, amounted to SEK 4,184m (3,912), which consequently equals the maximum exposure to losses in trade receivables. Hence, the book value equals the fair market value of the receivables. The size of the credit portfolio is, however, directly dependent upon the seasonal pattern of Husqvarna’s sales. This means that credit expos ure is significantly higher during the first six to nine months of each calendar year. Provisions for doubtful trade receivables at the end of the financial year amounted to SEK 137m (112). Overdue trade receivables A provision for impairment of trade receivables is established when there is objective evidence that Husqvarna will not be able to collect all amounts due according to the ori ginal terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. Trade receivables that were due but not yet written down amounted to SEK 782m (694) as of 31 December 2008. Ageing analyses for overdue trade receivables Due but not written down Up to 1 month 1 to 3 months >3 months 2008 2007 Due for payment 311 271 200 782 Due for payment 327 172 195 694 The situation regarding overdue receivables has not changed significantly since previous year-end taking the total volume of outstanding trade receivables into account. The fair value of collateral held for trade receivables due for payment was SEK 66m (225). A plan for repayment is normally first designed for customers with overdue receivables at the same time as the account is placed under special surveillance. At a later stage, unpaid products may be repossessed or other security be enforced. Concentration of credit risk in trade receivables As of 31 Dec 2008 Concentration of credit risk As of 31 Dec 2007 Number of customers Percent of total portfolio Number of customers Percent of total portfolio N/A 75% N/A 73% 17 12% 16 13% 2 13% 3 14% Exposure <SEK 15m Exposure SEK 15–100m Exposure >SEK 100m Husqvarna has substantial exposure towards a smaller number of large customers, primarily in the US. Through the acquisition of Gardena in 2007, the concentration of credit risk in Europe increased somewhat. Credit risk in financial activities Exposure to credit risk arises from the investment of liquid funds and through counterparty risks related to derivatives. In order to limit exposure to credit risk, a counterparty list has been created specifying the maximum permissible exposure for each counterparty. Normally, transactions are executed only with counterparties having a long-term credit rating of at least A–. A substantial part of the exposure arises from derivatives transactions. The table below shows the gross volume of outstanding derivative transactions. 31 Dec 2008 Maturity Amount sold Amount purchased Net settled derivatives (NDF) Net 31 Dec 2007 2009 2010– 2008 2009– –43,062 41,511 — — –16,570 16,408 — — –18 –1,569 — — 26 –136 — — Fair value of financial instruments The carrying amount of interest-bearing assets and liabilities in the balance sheet can deviate from the fair value, e.g. as a result of changes in market interest rates. To determine the fair value of financial assets and liabilities, market quotations have been used for those assets and liabilities for which there is an active market. When reliable market quotations are not available, fair value has been determined by discounting future payment flows using current market interest rates and currency rates for similar instruments. Changes in credit spreads have been disregarded when determining fair value of financial leases. For financial instruments such as trade receivables, trade payables and other non-interest bearing assets and liabilities, booked at accrued acquisition value less any depreciation, the fair value is determined as corresponding to the carrying amount. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Total Low to Moderate Risk Medium Risk to Elevated High Risk 2008 59 Credit portfolio N OT E S Amounts in SEKm unless otherwise stated. 2008 Financial assets Financial assets held for trading valued at fair value – of which currency derivatives where hedge accounting is not applied – of which currency derivatives where hedge accounting for cash flow hedges is applied – of which currency derivatives where hedge accounting for net investment in foreign currency is applied Financial assets available for sale Equity instruments 60 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Loan and trade receivables Trade receivables Other receivables Cash and bank Total financial assets Financial liabilities Financial liabilities that are held for trading at fair value – of which derivatives where hedge accounting is not applied – of which currency derivatives where hedge accounting for cash flow hedges is applied – of which currency derivatives related to net investments in foreign currency where hedge accounting is applied Other financial liabilities Trade payables Other liabilities Financial leases Loans Total financial iabilities Parent Company As previously mentioned, Husqvarna Group Treasury performs practically all financial risk management within the Parent Company. The description of the financial risks and pos NOTE 3 Carrying amount 2007 Fair value Carrying amount Fair value 376 376 67 67 260 260 22 22 271 271 1 1 0 0 12 12 4,184 364 1,828 7,283 4,184 364 1,828 7,283 3,912 406 1,216 5,636 3,912 406 1,216 5,636 1,736 1,736 90 90 302 302 123 123 396 396 64 64 3,280 200 386 13,467 19,767 3,280 200 483 13,052 19,449 2,731 211 315 12,726 16,260 2,731 211 385 12,735 16,339 itions is, consequently, also relevant for the Parent Company. The main difference concerns all Group internal transactions that are eliminated on the Group level. SEGMENT INFORMATION Segment reporting is classified into primary and secondary segments, in which the business areas serve as primary segments and the geographical areas as secondary segments. Financial information for the Parent Company is classified into geographical segments as IAS 14 does not apply. Primary reporting format – Business areas The operations are classified in two segments: Consumer Products and Professional Products. Consumer Products comprises garden equipment and light-duty chainsaws. Professional Products comprises high performance chainsaws, brush cutters and professional lawn and garden equipment, as well as power cutters, diamond tools and related equip- ment for cutting material such as concrete and stone. Financial information related to the above segments is reported below: Net sales 2008 Operating income 2007 2008 2007 Consumer Products Professional Products Total 19,849 20,621 12,493 12,663 32,342 33,284 963 1,587 2,550 1,638 2,123 3,761 Group common costs Total 32,342 33,284 –189 2,361 –197 3,564 N OT E S Amounts in SEKm unless otherwise stated. Assets Consumer Products Professional Products Total Other2) Liquid funds Interest-bearing receivables Interest-bearing liabilities Total equity Acquisitions Financial items Taxes paid Total Cash flow1) Liabilities 2008 2007 2008 2007 2008 2007 19,895 10,648 30,543 1,059 31,602 2,735 — — — — — — 34,337 17,027 9,346 26,373 1,124 27,497 1,306 — — — — — — 28,803 4,117 2,773 6,890 2,345 9,235 — — 16,287 8,815 — — — 34,337 3,388 2,556 5,944 2,152 8,096 — — 13,318 7,389 — — — 28,803 1,520 1,536 3,056 82 3,138 — — — — –845 –582 –543 1,168 1,547 1,802 3,349 –93 3,256 — — — — –8,876 –646 –767 –7,033 1) Cash flow from operations and investments. 2) Includes deferred taxes and common Group services such as Holding, Treasury and Risk Management. Capital expenditure Intangible assets Depreciation/ amortization 2008 2007 2008 2007 2008 2007 563 346 — 909 433 265 — 698 123 129 2 254 81 78 — 159 690 471 2 1,163 664 417 — 1,081 61 Management of the operational assets is carried out on a segment basis and the performance of the respective segments is measured according to the same criteria, while the financing of the operations is managed by Husqvarna Group Treasury at Group or country level. Consequently, liquid funds, interest-bearing receivables, interest-bearing liabil ities and equity are not allocated to the business segments. Secondary reporting format – Geographical areas Husqvarna’s business segments operate in three geograph ical areas; Europe, North America and the Rest of the World. Sales by market are presented below and show Husqvarna’s sales per geographical market, regardless of where the goods were produced. Parent company information External sales, per geographical market Europe North America Rest of the World Total 2008 2007 16,114 13,079 3,149 32,342 15,456 15,106 2,722 33,284 Net sales Europe North America Rest of the World Total 2008 2007 8,274 814 923 10,011 8,232 1,049 875 10,156 Assets and capital expenditure, per geographical area Capital expenditure Tangible assets Assets Europe North America Rest of the World Total H USQVA R N A A NN UA L REP O R T 2 0 0 8 Consumer Products Professional Products Other Total Capital expenditure Tangible assets Capital expenditure Intangible assets 2008 2007 2008 2007 2008 2007 20,802 10,035 3,500 34,337 17,356 9,075 2,372 28,803 422 365 122 909 362 290 46 698 191 35 28 254 119 40 — 159 N OT E S Amounts in SEKm unless otherwise stated. NOTE 4 NET SALES AND OPERATING INCOME NOTE 7 NOTE 5 OTHER OPERATING INCOME Group Gain on sale of Property, plant and equipment Operations and shares Other operating income Total Parent Company 2008 2007 2008 2007 4 21 0 0 — — 5,0221) — 4 — 21 3 5,025 — 0 0 1) T he sale of the shares in Husqvarna Consumer Outdoor Products N.A.Inc., in connection to the restructuring of Husqvarna's US operations, generated a surplus of SEK 4,975m. Furthermore, the liquidation of Husqvarna Holding Norway AS generated a surplus of SEK 47m. 62 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Net sales for the Group amounted to SEK 32,342m (33,284). The Group’s reported net sales mainly refer to revenues from sales of finished products. Net sales in Sweden amounted to SEK 1,073m (1,167). Exports from Sweden during the year amounted to SEK 9,310m (9,675), of which SEK 7,522m (7,907) refers to entities within the Group. Operating income for the Group amounted to SEK 2,361m (3,564). Operating income includes net exchange-rate differences which amounted to SEK –57m (84). Costs for research and development for the Group amounted to SEK 332m (322) and are included in Cost of goods sold. Depreciation and amortizations for the year amounted to SEK 1,163m (1,081). Salaries, remuneration and employer contributions amounted to SEK 4,949m (4,858) and expenses for pensions and other post-employment benefits amounted to SEK 210m (143). NOTE 6 OTHER OPERATING EXPENSE Group Loss on sale of Property, plant and equipment Impairment, shares Total Parent Company 2008 2007 –35 –13 –48 –5 — –5 2008 –4 –151) –19 2007 –2 — –2 1) From write-down in Khimki A/O of SEK 2m and write-down in Firefly Energy Inc of SEK 13m. LEASING Operating leases There are no material contingent expenses or restrictions among Husqvarna’s operating leases. Expenses for rental payments (minimum leasing fees) amounted to SEK 334m (280) in 2008. The future amount of minimum payments for operating leases are distributed in time as follows: 2009 2010–2013 2014– Total 324 767 119 1,210 Financial leases Within Husqvarna no financial non-cancellable contracts are sub-contracted. Neither are there any contingent expenses in the period’s results, nor any restrictions in the contracts related to the leasing of facilities. The minimum lease fee comprises a capital portion and an interest portion. The interest portion is variable and follows the market interest rates applicable in each country. The present value of the future lease payments is SEK 386m. At 31 December 2008, Husqvarna’s financial leases, recognized as non-current assets, consisted of: 2008 2007 Acquisition costs Buildings Machinery and other equipment Closing balance, 31 Dec 436 83 519 370 11 381 Accumulated depreciation Buildings 221 179 Machinery and other equipment Closing balance, 31 Dec 48 269 4 183 Carrying amount, 31 Dec 250 198 Liabilities referring to financial leasing – minimum lease fees Within 1 year After 1 year Future financial costs for financial leasing Present value of future minimum lease fees Present value of financial leasing liabilities Short-term liabilities Long-term liabilities 69 496 565 –179 386 45 341 386 N OT E S Amounts in SEKm unless otherwise stated. Group Financial income Interest income from subsidiaries from others E xchange-rate differences whereof on loans on hedging of foreign net investments on cashflow hedges on derivatives held for trading Dividends from subsidiaries from others Other financial income Total financial income Parent Company 2008 2007 2008 2007 — 37 — 39 869 2 793 12 85 — — — 1,017 — — — — –3 — — — — — — –929 — — — — — — 122 — — 5 44 412 — — 1,283 643 — — 1,448 — –693 — –667 –211 –624 –51 –606 –628 –597 –769 –536 –114 –12 –114 –12 49 –58 48 –58 — –27 –660 –51 — –237 1,159 –237 — — — –6 –687 –1 –72 –6 — 216 –1,131 264 –23 –25 –15 –19 –716 –719 –1,510 –727 –594 –675 –227 721 Financial expenses Interest expense to subsidiaries to others whereof on loans on hedging of foreign net investments on derivatives held for trading Exchange-rate differences whereof on loans on hedging of foreign net investments on cashflow hedges on derivatives held for trading Other financial expenses Total financial expenses Financial income and expenses, net NOTE 9 TAXES Group Current taxes Deferred taxes Total Parent Company 2008 2007 2008 2007 –276 –203 –479 –667 –186 –853 –336 46 –290 –365 7 –358 Calculated taxes on Group Contributions for 2008 are included with SEK –329m (–100) in the Parent Company. The deferred tax assets in the Parent Company totaled SEK 86m (32) and refer mainly to recognized tax losses and external hedges. The Group accounts include deferred tax liabilities of SEK –237m (–270) referring to untaxed reserves in the Parent Company. Theoretical and actual tax rates Group % Theoretical tax rate Losses for which deductions have not been made Non-taxable/non-deductible income statement items, net Changes in estimates relating to deferred tax Utilized tax loss carry-forwards Effect of tax rate change Withholding tax Other Actual tax rate 2008 2007 31.4 33.0 7.3 2.0 –8.6 –0.9 –1.7 –3.5 –0.3 1.3 1.2 27.1 –0.4 –0.5 –0.7 0.1 –3.1 29.5 The theoretical tax rate for the Group is calculated on the basis of the weighted total Group’s net sales per country, multiplied by the local statutory tax rates. The theoretical tax rate was reduced in 2008 mainly due to reduction of the statutory tax rates in Germany and the UK. Tax loss carry-forwards As of 31 December 2008, the Group reported tax loss carryforwards and other deductible temporary differences of SEK 2,039m (1,324), which have not been included in computation of deferred tax assets. The tax loss carry-forwards will expire as follows: 2009 2010 2011 2012 2013 Subsequent years Without time limit Total 2008 2007 — — — — 92 347 1,600 2,039 — — — 63 — 74 1,184 1,324 The change from the previous year as regards deductible temporary differences was SEK –161m (110), excluding unused tax losses not recognized in the balance sheet. As of 31 December 2008, the Group had deferred taxes recognized in equity totalling SEK 170m (38). Deferred taxes recognized in the income statement amounted to SEK –203m (–186). Exchange-rate differences amounted to SEK –100m (7). Acquired companies during 2008 have increased deferred tax liabilities by SEK 0m. H USQVA R N A A NN UA L REP O R T 2 0 0 8 FINANCIAL INCOME AND EXPENSE 63 NOTE 8 N OT E S Amounts in SEKm unless otherwise stated. 64 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Changes in deferred taxes 2008 2007 Net deferred taxes and liabilities, 1 Jan –768 61 Recognized in equity Hedge accounting Other 170 175 –5 38 43 –5 Recognized in the income statement Non-current assets Inventories Current receivables Provision for pensions and similar commitments Other provisions Financial and operating liabilities Other items Recognized unused tax losses –203 115 –90 5 –186 –77 13 –9 Exchange-rate differences Non-current assets Inventories Current receivables Provision for pensions and similar commitments Other provisions Financial and operating liabilities Other items –100 –145 –11 3 7 16 3 1 17 9 22 5 –4 –2 –4 –3 Acquired companies Non-current assets Inventories Current receivables Provision for pensions and similar commitments Other provisions Financial and operating liabilities Recognized unused tax losses Net deferred tax assets and liabilities, 31 Dec 0 — — — –688 –940 –6 25 — — — — 44 10 72 107 –901 –768 –74 2 –66 –1381) 43 Deferred tax assets amounted to SEK 928m, whereof SEK 119m will be utilized within 12 months. Deferred tax li abilities amounted to SEK 1,829m, whereof SEK 0m will be utilized within 12 months. The above items mainly reflect the deferred tax effects of excessive depreciation, intangible assets, tax allocation reserve, fair value gains, provisions for pensions, provisions for restructuring, obsolescence allowance and tax losses. –20 13 –13 –931) — 1) O ther items include tax allocation reserves of SEK –153m (–163m) referring to the Parent Company and its subsidiaries in Sweden. Deferred tax assets and liabilities Group Assets Non-current assets Inventories Current receivables Provisions for pensions and similar commitments Other provisions Financial and operating liabilities Other items Recognized unused tax losses Deferred tax assets and liabilities Set-off of tax Net deferred tax assets and liabilities Liabilities 2008 2007 451 98 56 82 76 96 35 167 1,061 –133 928 Net 2008 2007 2008 2007 501 119 70 138 77 140 24 107 1,176 1,565 180 7 44 11 2 1531) — 1,962 1,585 100 29 42 23 2 1631) — 1,944 –1,114 –82 49 38 65 94 –118 167 –901 –1,084 19 41 96 54 138 –139 107 –768 –278 898 –133 1,829 –278 1,666 — –901 — –768 1) Other items include tax allocation reserves of SEK –153m ( –163m) referring to the Parent Company and its subsidiaries in Sweden. N OT E S Amounts in SEKm unless otherwise stated. NOTE 10 INTANGIBLE ASSETS Group Parent Company Other Total Product development and other Goodwill Trademark Product development Opening balance, 1 Jan 2007 Acquired during the year 1,780 — 213 — 522 — 116 26 2,631 26 534 — Product development Acquired companies Fully amortized Exchange-rate differences Closing balance, 31 Dec 2007 — 3,779 — –98 5,461 — 3,050 — 37 3,300 159 195 –4 –13 859 — 488 –87 –8 535 159 7,512 –91 –82 10,155 87 — — — 621 Acquired during the year Product development Acquired companies Fully amortized Exchange-rate differences Closing balance, 31 Dec 2008 — — 346 — 981 6,788 — — 64 — 516 3,880 — 242 — –50 84 1,135 12 — 64 –31 107 687 12 242 475 –81 1,687 12,490 7 127 324 — — 1,079 Accumulated amortization1) Opening balance, 1 Jan 2007 Amortization for the year Acquired companies Fully amortized Impairment Exchange-rate differences Closing balance, 31 Dec 2007 — — — — — — — 74 25 — — — 3 102 207 129 77 –4 4 –5 408 59 51 127 –87 — 3 153 340 205 204 –91 4 1 663 304 94 — — — — 398 — — — — — — 5,461 6,788 26 — — — 19 147 3,198 3,733 141 — –50 — 41 540 451 595 70 — –31 2 32 226 382 461 237 — –81 2 92 913 9,492 11,577 90 — — — — 488 223 591 1) In the income statement amortization is primarily accounted for within Cost of goods sold. Intangible assets with indefinite useful lives Goodwill as per 31 December 2008 amounts to SEK 6,788m, whereof SEK 4,915m relates to Consumer Products and SEK 1,873m to Professional Products. Husqvarna has assigned the Gardena trademark indefinite life, with a total carrying amount of SEK 3,523m. All intangible assets with indefinite useful lives are tested for impairment at least once a year and individual assets can be tested more regularly in cases in which there are indications of impairment. The recoverable amounts of the operations have been determined based on value in use calculations. Value in use is estimated using the discounted cash-flow model on the stra- tegic plans that are established for each cash-generating unit covering the coming three years, i.e. 2009 to 2011. These plans are used for the impairment tests made in the fall of 2008. The cash flow of the third year is normally used for the fourth year and onwards with an estimated growth rate of 2% included. The pre-tax discount rate used in 2008 was 10%. Under the current business environment, management do not believe that any reasonable changes in the key assumptions on which the cash-generating unit's recoverable amounts are based upon would result in the carrying amounts exceeding the recovorable amounts. However a future market decline could possibly lead to an impairment 65 Amortization for the year Acquired companies Fully amortized Impairment Exchange-rate differences Closing balance, 31 Dec 2008 Carrying amount, 31 Dec 2007 Carrying amount, 31 Dec 2008 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Acquisition costs N OT E S Amounts in SEKm unless otherwise stated. NOTE 11 PROPERTY, PLANT AND EQUIPMENT Group 66 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Acquisition costs Opening balance, 1 Jan 2007 Acquired companies Acquired during the year Transfer of work in progress and advances Sales, scrap, etc. Exchange-rate differences Closing balance, 31 Dec 2007 Land and land improvements Buildings Machinery and technical installations Construction Other in progress equipment and advances 153 53 3 1,810 674 33 6,603 1,850 386 315 507 90 283 16 186 9,164 3,100 698 38 –3 0 244 –12 –2 –33 2,470 184 –897 –253 7,873 23 –85 13 863 –233 0 –19 233 0 –987 –292 11,683 Group Total Acquired companies Acquired during the year Transfer of work in progress and advances Sales, scrap, etc. Exchange-rate differences Closing balance, 31 Dec 2008 35 1 75 44 56 341 9 89 0 434 175 909 0 –7 28 301 16 –76 334 2,863 357 –1,566 1,110 8,171 7 –25 125 1,068 –380 –4 104 387 0 –1,678 1,701 12,790 Accumulated depreciation1) Opening balance, 1 Jan 2007 Acquired companies Depreciation for the year Sales, scrap, etc. Exchange-rate differences Closing balance, 31 Dec 2007 23 10 3 –1 2 37 762 307 97 –1 –21 1,144 4,572 1,378 705 –888 –187 5,580 232 374 71 –77 10 610 — — — — — — 5,589 2,069 876 –967 –196 7,371 0 1 0 2 40 207 261 0 102 –40 157 1,363 1,326 1,500 0 721 –1,533 819 5,587 2,293 2,584 4 101 –44 94 765 253 303 — — — — — 233 387 4 925 –1,617 1,072 7,755 4,312 5,035 Acquired companies Depreciation for the year Sales, scrap, etc. Exchange-rate differences Closing balance, 31 Dec 2008 Carrying amount, 31 Dec 2007 Carrying amount, 31 Dec 2008 1) In the income statement depreciation is primarily accounted for within Cost of goods sold. The carrying amount for land is SEK 219m (170). The tax assessment value of the Swedish Group com panies was SEK 283m (271) for buildings, and SEK 53m (49) for land. The corresponding carrying amounts for buildings were SEK 137m (133), and SEK 14m (14) for land. Accumulated impairments at year-end on buildings and land were SEK 8m (8) and SEK 0m (0) on machinery and other equipment. N OT E S Amounts in SEKm unless otherwise stated. Buildings Machinery and technical installations 15 3 257 3 991 103 52 4 17 31 1,332 144 — — 18 — — 260 39 –85 1,048 — –1 55 –39 — 9 0 –86 1,390 Acquisition costs Opening balance, 1 Jan 2007 Acquired during the year Transfer of work in progress and advances Sales, scrap, etc. Closing balance, 31 Dec 2007 Construction Other in progress equipment and advances Total Acquired during the year Transfer of work in progress and advances Sales, scrap, etc. Closing balance, 31 Dec 2008 1 5 107 3 22 138 — — 19 — — 265 22 –153 1,024 — –4 54 –22 — 9 0 –157 1,371 Accumulated depreciation Opening balance, 1 Jan 2007 Depreciation for the year Sales, scrap, etc. Closing balance, 31 Dec 2007 5 — — 5 139 6 — 145 626 136 –82 680 33 4 –1 36 — — — — 803 146 –83 866 Depreciation for the year Sales, scrap, etc. Closing balance, 31 Dec 2008 Carrying amount, 31 Dec 2007 Carrying amount, 31 Dec 2008 1 — 6 13 13 6 — 151 115 114 145 –149 676 368 348 3 –3 36 19 18 — — — 9 9 155 –152 869 524 502 67 The tax assessment value of the Parent Company was SEK 238m (238) for buildings, and SEK 44m (44) for land. The corresponding book values were SEK 114m (115) for buildings, and SEK 7m (7) for land. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Parent Company Land and land improvements NOTE 12 FINANCIAL ASSETS NOTE 13 Group Shares in subsidiaries1) Long-term holdings in securities2) Receivables Group Other long-term receivables Pension assets3) Total INVENTORIES Group Parent Company 2008 2007 2008 2007 — — 29,219 4,290 2 — 12 — 1 495 12 0 49 136 187 33 162 207 — 16 29,731 — 6 4,308 1) T he change in value of the parent company's shares in subsidiaries is primarily explained by shareholder's contributions totalling SEK 19,837m to three newly established finance entities in Belgium. Furthermore, the restructuring of Husqvarna's US operations resulted in a value adjustment of SEK 4,963m. 2) Available for sale financial assets are included in an amount of SEK 0m (12). 3) Pension assets refer to USA, Sweden and Switzerland. See Note 19. A specification of shares and participations is provided in Note 26. Raw materials Products in progress Finished products Advances to suppliers Total Parent Company 2008 2007 2008 2007 2,072 339 6,134 11 8,556 1,693 325 5,737 3 7,758 283 4 1,011 1 1,299 286 15 1,022 3 1,326 The cost of inventories recognized as expense and included in cost of goods sold amounted to SEK 22,372m (23,072). Provisions for obsolescence are included in the value of the inventory. Write-downs totaled SEK 91m (62) and previous writedowns have been reversed by a total of SEK 31m (27). Inventories valued to net realizable value amounted to SEK 234m (190). N OT E S Amounts in SEKm unless otherwise stated. NOTE 14 OTHER CURRENT ASSETS NOTE 15 ASSETS PLEDGED FOR LIABILITIES TO CREDIT INSTITUTIONS Group Value added tax Miscellaneous short-term receivables Provision for doubtful accounts Prepaid rents and leases Prepaid insurance premiums Other prepaid expenses Total NOTE 16 2008 2007 182 169 –19 20 15 184 551 230 193 –17 17 21 206 650 Group H USQVA R N A A NN UA L REP O R T 2 0 0 8 2007 2008 2007 39 10 49 34 10 44 — — — — — — Real-estate mortgages Other Total The real estate mortgages refer to a bond issue financed by the local US Industrial Development Authority. OTHER RESERVES IN EQUITY Opening balance 1 Jan 2007 68 Parent Company 2008 Available for sale instruments Gains/losses recognized in equity Cash flow hedges Gains/losses recognized in equity Tax on hedge Transferred to profit and loss on sale Exchange rate differences on translation of foreign operations Translation difference Equity hedges Tax on hedges Transactions recognized directly in equity Closing Balance, 31 Dec 2007 Available for sale instruments Transferred to profit and loss Cash flow hedges Gains/losses recognized in equity Tax on hedge Transferred to profit and loss on sale Exchange rate differences on translation of foreign operations Translation differences Equity hedge Tax on hedge Transactions recognized directly in equity Closing Balance, 31 Dec 2008 Available for sale instruments Hedging reserve Currency translation reserve Total Other reserves 0 3 111 114 –3 — — –3 — — — –65 18 –3 — — — –65 18 –3 — — — –3 –3 — — — –50 –47 0 –72 20 –52 59 0 –72 20 –105 9 3 — — 3 — — — –42 11 47 — — — –42 11 47 — — — 3 0 — — — 16 –31 1,497 –627 164 1,034 1,093 1,497 –627 164 1,053 1,062 N OT E S Amounts in SEKm unless otherwise stated. NOTE 17 SHARE CAPITAL AND NUMBER OF SHARES Share capital SEKm On 31 December 2008, the share capital comprised: 98,380,020 Class A-shares, par value SEK 2 286,756,875 Class B-shares, par value SEK 2 Total 196 574 770 Owned by other shareholders Total — 1, 969,000 98,380,020 284,787,875 98,380,020 286,756,875 — 950,000 — –950,000 — — — 2 ,919,000 98,380,020 283,837,875 98,380,020 286,756,875 The share capital in Husqvarna AB consists of class A-shares and class B-shares. A class A-share entitles the holder to one vote and a class B-share to one-tenth of a vote. All shares NOT 18 Untaxed reserves, Parent Company 31 Dec 2008 Accumulated depreciation in excess of plan on Brands etc Machinery and equipment Buildings Tax allocation reserve Other financial reserves Total entitle the holder to the same proportion of assets and earnings, and carry equal rights in terms of dividends. NOT 19 Appro priations 31 Dec 2007 11 –23 34 246 26 582 37 902 –32 — — –6 –61 278 26 582 43 963 Other financial reserves include fiscally permissible appropriations referring to receivables in companies in politically and economically unstable countries. Employees and employee benefits Number of employees Average number of employees Men Women 2008 Parent Company Group Companies Total Group 1,780 13,940 15,720 1,376 8,623 9,999 404 5,317 5,721 2007 Parent Company Group Companies Total Group 1,879 14,214 16,093 1,465 8,728 10,193 414 5,486 5,900 A detailed specification of the average number of employees by country and gender has been submitted to the Swedish Companies Registration Office and is available on request from Husqvarna AB, Investor Relations. 69 Owned by Husqvarna Shares, 31 Dec 2007 Class A-shares Class B-shares Repurchased shares Class A-shares Class B-shares Shares, 31 Dec 2008 Class A-shares Class B-shares H USQVA R N A A NN UA L REP O R T 2 0 0 8 Number of shares N OT E S Amounts in SEKm unless otherwise stated. Average number of employees by geographical area Geographical area Europe North America Rest of the World Total Group 2008 2007 7,151 6,285 2,284 15,720 7,057 6,948 2,088 16,093 Of the Board members and other senior management in the Group, 88 (86) were men and 13 (12) women, of whom 13 (13) men and 5 (5) women were employed in the Parent Company. Salaries, other remuneration and employer contributions to Board, President and other senior management 2008 70 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Parent Company Salaries and other remuneration (of which variable salaries) Pension costs Group Companies Salaries and other remuneration (of which variable salaries) Pension costs 2007 32 (0) 20 68 (12) 7 42 (17) 20 68 (13) 5 Salaries and other remuneration for the total Group amounted to SEK 4,037m (3,973). This amount includes sal aries and remuneration to the Board, the President, former President and other senior management of 100m (110). Employer contributions excluding pension costs for the Group amounted to SEK 912m (886). The Group’s total pension costs according to IAS 19 amounted to 210m (143). Salaries and other remuneration in the Parent Company amounted to SEK 748m (782). This includes salaries and remuneration to the Board, President, former President and other senior management of 32m (42). Employer contributions excluding pension costs in the Parent Company amounted to SEK 252m (255). Pension costs in the Parent Company amounted, according to Swedish GAAP, to SEK 58m (79). For more information concerning fixed and variable sal aries, remuneration and pension costs for Board of Directors, President and other members of Group Management, see Note 24. For a presentation and description of the compos ition of the Board and members of Group Management, see pages 100–103. In accordance with the regulations in the Swedish Annual Accounts Act absence due to illness for employees in the Parent Company and its subsidiaries in Sweden is reported in the table below. The Parent Company comprises the Group’s head office as well as a number of units and plants, and employs the majority of the Group’s personnel in Sweden. Employee absence due to illness 2008 Total absence due to illness, as a percentage of total normal working hours Of which 60 days or more Absence due to illness, by category1) Women Men 29 years or younger 30–49 years 50 years or older 2007 Employees in the Parent Company All employees in Sweden Employees in the Parent Company All employees in Sweden 4.5 38.3 4.6 40.7 4.4 47.6 4.7 48.8 5.7 4.1 3.8 4.0 6.0 5.9 4.2 4.1 4.2 5.9 6.5 3.8 2.9 4.6 5.9 6.9 4.1 3.1 4.8 6.1 1) % of total normal working hours within each category, respectively. Pensions and other post-employment benefits Husqvarna provides pension plans in many of the countries in which the Group has operations. The various pension plans are classified as either defined contribution plans or defined benefit plans. The Group’s most comprehensive defined benefit pension plans are in the UK, Germany, Sweden, the US, Norway and Japan. The pension plans in these countries are funded except for the plans in Germany where the main plan is unfunded. Funded plans imply that there are assets in legal entities that exist solely to finance employee benefits. In the UK the employees are covered by either a final salary plan, which has been closed since 2003 for new employees, or the career-average salary plan which applies for employees hired after 2003. The main pension plan for the Group’s employees in Germany, the Gardena Rente Plus plan, is an unfunded cash balance plan. White collar employees in Sweden, born 1978 or earlier, are covered by a final salary collectively bargained defined benefit plan (ITP 2). The retirement provision of the defined benefit plan is financed through a pension fund. In two sub- N OT E S Amounts in SEKm unless otherwise stated. Country Present value of defined benefit obligation Fair value of plan assets 754 526 291 838 198 117 2,724 95% 587 328 188 45 93 79 1,320 95% UK Sweden US Germany Japan Norway Total Share of total Set forth below are schedules showing the obligations of the plans in Husqvarna, the assumptions used to determine these obligations and the assets relating to the benefit plans, as well as the amounts recognized in the income statement and balance sheet. The schedules include reconciliations of the opening and closing balances of the present value of the defined benefit obligation, as well as opening and closing balances of the fair value of plan assets and of the changes in net provisions during the year. Husqvarna’s policy for recognizing actuarial gains and losses is to recognize in the income statement that portion of the cumulative unrecognized gains or losses in each plan exceeding 10% of the greater of the defined benefit obligation and the plan assets. This portion of gains or losses in each plan is recognized over the expected average remaining working lifetime of the employees participating in the plans. In a few countries, Husqvarna provides mandatory lump sum payments, in accordance with law or collective agreements, in conjunction with retirement. These obligations are shown below as Other post-employment benefits. Specification of net provisions for pensions and other post-employment benefits recognized in the balance sheet. 2008 Present value of obligations for unfunded plans Present value of obligations for funded plans Fair value of plan assets Unrecognized actuarial gains/losses Unrecognized past-service cost Net provisions for pensions and other post-employment benefits Whereof reported as prepaid pension cost Provisions for pensions and other post-employment benefits 2007 Pensions, defined benefit plans Other postemployment benefits 822 Total Pensions defined benefit plans Other postemployment benefits Total 32 854 840 27 867 2,001 –1,383 –430 –3 — — –5 — 2,001 –1,383 –435 –3 1,723 –1,447 –239 –5 — — –2 — 1,723 –1,447 –241 –5 1,007 27 1,034 872 25 897 136 — 136 162 — 162 1,143 27 1,170 1,034 25 1,059 H USQVA R N A A NN UA L REP O R T 2 0 0 8 The table below shows the present value of obligations as well as the fair market value of plan assets for the Group’s most comprehensive defined benefit plans described above. 71 sidiaries, with small numbers of employees, the ITP plan is completely insured with an insurance company. The insurance company does not separate the pension assets for each member company, i.e. does not provide the information needed for the accounting of the plan as a defined benefit plan and therefore this plan has been treated as a defined contribution plan. The Group’s defined benefit pension plan in the US has been closed for employees hired after 2003. In 2007, pension benefits were frozen for approximately 50 highly compensated employees. At the end of 2008 the remaining active plan members’ pension benefits were frozen, i.e. they will not accrue further pension benefits in the plan after 2008. As from 2009 the plan members in the defined benefit plan are covered by a new defined contribution plan. There are four defined benefit plans within the Group in Japan. The largest plan covering all full-time regular employees is a funded cash balance plan (CBP plan). The other plan (RAP plan) covering all employees is unfunded and is based on career-average salary or similar. There is also an early retirement plan and a plan for directors, both unfunded. The Group’s employees in Japan before the acquisition of Zenoah in 2007, were covered by a defined benefit plan. This plan ceased to exist in 2008, the obligation has been transferred to the Zenoah CBP plan and the plan members have been transferred to the Zenoah CBP and RAP plans. In Norway the employees are covered by a final salary plan, which is insured with an insurance company. Husqvarna also provides an early retirement plan, called the AFP-plan, which is an unfunded plan. N OT E S Amounts in SEKm unless otherwise stated. Expenses for pensions and other post-employment benefits recognized in the income statement. Current service costs Interest expenses Expected return on plan assets Amortization of actuarial losses / gains Amortization of past service cost Effect of any curtailments and settlements Expenses for defined benefit plans and other post-employment benefits Expenses for defined contribution plans Total expenses for pensions and other post-employment benefits 2008 2007 69 131 –80 15 9 –15 74 108 –85 15 1 –38 129 75 81 68 210 143 For Husqvarna, total expenses for pensions and other postemployment benefits have been recognized as operating expenses and have been classified as manufacturing, selling or administrative expense depending on the function of the employee in question. Change in the present value of the defined benefit obligation 72 H USQVA R N A A NN UA L REP O R T 2 0 0 8 2008 Opening balance Acquisitions Current service cost Interest expenses Plan amendments Curtailments Settlements Exchange rate differences on foreign plans Benefits paid Employee contributions Actuarial losses (gains) Closing balance 2007 Pension benefits Other postemployment benefit Total 2,563 — 69 129 7 –18 –5 27 — — 2 — — — 123 –93 9 38 2,822 4 –3 — 3 33 Change in the fair value of plan assets Opening balance Acquisitions Expected return Employer contributions Employee contributions Exchange differences on foreign plans Benefits paid Actuarial gains and (losses) Closing balance 2008 Pension, benefits 2007 Pension, benefits 1,447 — 80 88 9 1,342 93 85 62 8 –14 –44 –183 1,383 –44 –78 –21 1,447 Pension, benefit Other postemployment benefits Total 2,590 — 69 131 7 –18 –5 1,701 819 73 106 1 –17 — 45 — 1 2 5 –23 — 1,746 819 74 108 6 –40 — 127 –96 9 41 2,855 –47 –72 8 –9 2,563 1 –5 — 1 27 –46 –77 8 –8 2,590 The major categories of plan assets as a percentage of the total fair value of plan assets are: % Defined benefit pension plans Equity instruments Debt instruments Property Other 40.9 52.6 1.2 5.3 Actual return on plan assets was SEK –103m (64). Historical information 2008 2007 2006 2005 Present value of defined benefit obligations Fair value of plan assets Funded status 2,855 1,383 1,472 2,590 1,447 1,143 1,746 1,342 404 1,864 1,296 568 32 35 –3 –8 –183 –21 –26 59 Experience adjustment on plan liabilities Experience adjustment on plan assets N OT E S Amounts in SEKm unless otherwise stated. 31 Dec 2007 Discount rate Europe North America Rest of the World 5.1 6.1 1.4 5.2 5.9 1.6 Expected long-term return on assets Europe North America Rest of the World 5.7 6.0 2.5 6.5 6.3 3.8 Expected salary increases Europe North America Rest of the World 3.1 4.0 3.5 3.3 4.0 3.5 In determining the discount rate, AA-rated corporate bonds indexes matching the duration of the pension obligations are applied. If no suitable corporate bonds are available government bonds are used to determine the discount rate. To determine the expected return, return on equity and equity related instruments the historical risk premium for equities and current bond yields are applied. The return on fixed income and fixed income related investments is based on current bond yields. The weighting of asset classes is determined by using the respective scheme’s benchmark asset allocation, which for all major schemes is set out in the Group’s financial policy. The actual return on the Group's pension assets has been significantly lower than expected. This has increased actuarial losses with SEK 183m. An increase or decrease of one percentage point in the assumed medical cost trend rate would have no material impact on the Group’s current service cost or post-employment benefit obligations. The company expects to make contributions of approximately SEK 62m to the plans during 2009. Reconciliation of changes in net provisions for pensions and other post-employment benefits Pensions, defined benefit plans Net provisions for pensions and other postemployment benefits, 31 Dec 2007 Acquisitions Pension expenses Employer contributions and benefits paid directly by the Company Exchange rate differences Net provision for pensions and other postemployment benefits, 31 Dec 2008 Other postemployment benefits • The discount rate used in the Swedish calculations is established by the Swedish Financial Supervisory Authority. • Changes in the discount rate and other actuarial assumptions are recognized immediately in the income statement and the balance sheet. • Any deficit must be either immediately settled in cash or recognized as a liability in the balance sheet. • Any surplus cannot be recognized as an asset but may, in some cases, be refunded to the company to offset pension costs. Specification of the net provision for pensions recognized in the balance sheet Present value of the funded pension obligations Fair value of plan assets Surplus of the pension fund Present value of unfunded pension obligations Surplus of the pension fund, not recognized Total amount of obligations recognized in access of the present value of the obligation Net provision recognized in the balance sheet 2008 2007 293 –311 –18 260 –293 –33 34 32 18 33 0 0 34 32 Specification of the change in the net provision for pensions recognized in the balance sheet Total 872 — 128 25 — 1 897 — 129 –142 149 –3 4 –145 153 1,007 27 1,034 Opening balance 1 Jan Costs for pensions recognized in the income statement Benefits paid Provision to pension fund Payment to pension fund Provision for settled pension obligations Reimbursement from pension fund Other Closing balance 31 Dec 2008 2007 32 34 5 –3 0 0 34 –2 –24 –10 — — — 34 — — — 32 Of total net provisions SEK 34m (32) is within the scope of the Swedish Safe-guarding of Pension Commitments Act. H USQVA R N A A NN UA L REP O R T 2 0 0 8 31 Dec 2008 % Parent Company According to Swedish accounting principles adopted by the Parent Company, defined benefit liabilities are calculated on the basis of officially provided assumptions, differing from the assumptions used in the Group under IFRS. The pension benefits are secured by insurance policies, contributions to a separate fund or are recorded as a liability in the balance sheet. The accounting principles used in the Parent Com pany’s separate financial statements differ from the IAS/IFRS principles, primarily as regards the following areas: • The pension liability calculated according to the Swedish accounting principles does not take into account future salary increases. 73 Principal actuarial assumptions at the balance sheet date (expressed as a weighted average) N OT E S Amounts in SEKm unless otherwise stated. Pension costs recognized in the Income statement Own pensions Current service costs Interest expenses Benefits paid Pension costs Insured pensions Insurance premiums Total net expenses for pensions 2008 2007 0 2 3 5 31 1 2 34 53 58 45 79 Of total net expenses of SEK 58m (79), SEK 2m (1) is recognized in the financial net and the remaining portion is rec ognized in the operating results. The expected pension payments for 2009 total SEK 9m. Principal actuarial assumptions at balance sheet date % 31 Dec 2008 31 Dec 2007 3.7 4.4 74 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Discount rate The major categories of plan assets as a percentage of total plan assets and the return on these categories % Equity Debt Other Total 31 Dec 2008 Return 31 Dec 2007 Return 35 64 1 100 –25 19 — –1 46 52 2 100 5 0 — 3 Long-term incentive programs (LTI) The purpose of the long-term incentive programs is to create possibilities to retain and recruit competent employees to the Group, provide competitive remuneration and align shareholder's and management's interests. Long term incentive programs that entitle rights for the employees to purchase shares are subject to approval by the General Meeting of shareholders. At present there are three programs in force – the Performance Share Program (PSP) 2006, LTI 2007 and LTI 2008. The PSP is a performance based share program with a three-year performance period which ended December 31, 2008. The other two programs, LTI 2007 and LTI 2008, are matching share awards and perform ance stock option programs. Long-term incentive program 2007 and 2008 (LTI 2007 and LTI 2008) LTI 2007 and LTI 2008 were authorized by the Annual General Meeting 2007 and 2008 respectively. Each program includes approximately 40 senior managers. In order to participate in the programs, the employees were required to purchase Husqvarna Class B-shares corres ponding to a value of a minimum of 5% and a maximum of 10% of their annual target income (fixed salary plus variable salary on target level). The participants have invested in Husqvarna Class B-shares, at market price, which will be matched at a later date (1:1.5 in LTI 2007 and 1:1 in LTI 2008) by the company free of charge through allocation of shares. If the employee holds the purchased shares and maintains his or her employment within the Group three years after the date of grant, the company will allocate the matching shares to the employee. The employee could also receive performance stock options. The options are granted free of charge and each stock option entitles the holder to purchase one Husqvarna Class B-share. The purchase price for shares when exercising a stock option amounts to SEK 112 (LTI 2007) / SEK 72 (LTI 2008) per share which corresponds to 110% of the average volume weighted closing price of Husqvarna Class B-share at the OMX Nordic Exchange Stockholm, during a period of 10 trading days prior to the date on which the options were granted. The options may be exercised at the earliest four years and, at the latest, eight years from the date of grant. The right to exercise the options requires that the holder continues to be employed by the Husqvarna Group and has maintained the personal investment for three years from the date of grant. The options carry no right to compensation for dividends on the underlying shares. The number of stock options that may be exercised depends on the number of Class B-shares that the employee has purchased within the framework of LTI 2007 / LTI 2008, as well as the company’s earnings per share, during 2007– 2009 (LTI 2007) / 2008–2010 (LTI 2008), reaching specific levels determined by the Board of Directors. These determined levels are; “entry”, “target” and “stretch”, with a linear progression between each performance level. Entry constitutes a minimum level which must be exceeded in order to enable exercise the stock options. The levels correspond to the following numbers of stock options: • Entry: 3 (LTI 2007) / 5 (LTI 2008) options per purchased Class B-share plus 2,000 options. • Target: 7 (LTI 2007) / 10 (LTI 2008) options per purchased Class B-share plus 5,000 options. • Stretch: 12 LTI 2007) / 15 (LTI 2008) options per purchased Class B-share plus 8,000 options. Consequently, the total number of stock options per participant that may be exercised is limited to 12 (LTI 2007) / 15 (LTI 2008) options per purchased Class B-share plus an add itional 8,000 options. N OT E S Amounts in SEKm unless otherwise stated. In accordance with the above, LTI 2007 and LTI 2008 comprise the following number of Class B-shares and stock options for the various categories of participants if the target level is reached: LTI 20081) LTI 20071) Participants Matching shares, number of Class B-shares Number of stock options Target Value2), SEKt Matching shares, number of Class B-shares Number of stock options Target Value2), SEKt 5,052 25,798 1,088 5,076 55,760 1,156 33,864 43,044 81,960 198,032 287,956 511,786 7,884 10,876 19,847 34,295 57,154 96,525 382,950 691,540 1,130,250 7,905 13,996 23,057 Former President Other members of Group Management Other participants Total Maximum number of class B-shares 945,000 (LTI 2007) 1,745,000 (LTI 2008) Position/Category President and CEO Other members of Group Management Other senior managers, category A Other senior managers, category B Total number of shares for all participants Number of Class B-shares at stretch Number of Class B-shares allocated1) 42,900 17,646 23,400 9,625 15,600 6,417 11,700 4,813 478,400 188,766 1) 41.1% of the number of shares at stretch level. Accounting principles The programs described above are accounted for in accord ance with IFRS 2 Share-based Payment. The Group provides for the social security contributions that are expected to be paid when the shares are distributed and when the options are exercised. The provision for social security contributions is periodically revalued on the basis of the share market price at each balance sheet date. The total cost charged to the income statement for 2008 amounted to SEK 1m (12) whereof SEK –1m (2) refers to social security contribution. The total provision for share-based compensation amounted to SEK 1m (4). Repurchased shares for the LTI programs During 2008 and 2007 Husqvarna repurchased Husqvarna Class B-shares to meet the company’s long term incentive obligation within the above mentioned programs. These shares will be distributed or sold to the participants of the programs. Husqvarna intend to sell additional shares on the market in conjunction with the exercise of options or the distribution of shares in order to cover payment of social secur ity contributions. 75 Long-term incentive program 2006 (Performance Share Program, PSP) The PSP includes approximately 40 senior managers and is based on value creation targets for Husqvarna established by the Board. Allocation of shares under the program is determined on the basis of three levels of value creation, ”entry”, ”target” and ”stretch”. The shares will be allocated to the participants free of charge after the three-year performance period, 2006–2008, in the beginning of 2009. The number of Husqvarna B-shares to be delivered equals 41,1% of the number of shares at stretch level. Participants in the program are divided into four categor ies; the former President, other members of Group Management, and two categories of other senior managers and key employees. For each of the four categories of employees a target value is set into a number of shares. The stretch value and the number of shares allocated are shown in the table below. H USQVA R N A A NN UA L REP O R T 2 0 0 8 1) T he number of shares and stock options may be recalculated following the decision regarding the rights issue. 2) T he target value of the program is calculated on the fair value on grant date. The value of the share at grant date was SEK 94.85 (LTI 2007) / SEK 58.55 (LTI 2008) and the fair value of the option SEK 23.59 (LTI 2007) / SEK 15.40 (LTI 2008). The binomial options pricing model has been used to calculate the fair value of the options. The values have been adjusted for the discounted value of future dividends. N OT E S Amounts in SEKm unless otherwise stated. NOTE 20 OTHER PROVISIONS Parent Company Warranty commitments Claims Other Opening balance, 1 Jan 2007 Provisions made Acquired companies Provisions used Unused amounts reversed Exchange-rate differences Closing balance, 31 Dec 2007 Current provisions Non-current provisions — 4 — –2 — — 2 2 — 134 218 30 –184 –6 –2 190 70 120 307 39 — –2 — –18 326 — 326 92 156 140 –118 –11 1 260 136 124 Opening balance, 1 Jan 2008 Provisions made Acquired companies Provisions used Unused amounts reversed Exchange rate differences Closing balance, 31 Dec 2008 2 316 — –54 — 0 264 190 182 — –164 –7 31 232 326 3 — — — 60 389 Current provisions Non-current provisions 264 — 77 155 — 389 Provisions for restructuring represent the expected payments to be incurred in the coming year as a consequence of Husqvarna operations’ decision to reduce personnel. The amounts are based on the Husqvarna management’s best estimates and are adjusted when changes to these estimates are known. Provisions for warranty commitments are recognized as a consequence of Husqvarna’s policy of covering Total Provisions for restructuring Warranty commitments Other Total 533 417 170 –306 –17 –19 778 208 570 — — — — — — — — — 11 11 — –11 — — 11 11 — 18 16 — –15 — — 19 16 3 29 27 — –26 — — 30 27 3 260 118 — –182 –3 37 230 778 619 — –400 –10 128 1,115 — 56 — — — — 56 11 10 — –11 — — 10 19 5 — –13 –3 — 8 30 71 — –24 –3 — 74 88 142 429 686 56 — 10 — 8 — 74 — the cost of repairing defective products. A warranty is normally granted for 1 to 2 years after the sale. Provisions for claims refer to the Group’s captive insurance companies and consist of reserves for specific insurance claims as well as IBNR (Incurred But Not Reported) reserves. Other provisions include mainly payroll related provisions. 76 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Group Provisions for restructuring NOTE 21 OTHER LIABILITIES NOTE 22 CONTINGENT LIABILITIES Group Accrued holiday pay Other accrued payroll expenses Other accrued expenses Value added tax Personnel taxes and other taxes Other operating liabilities Total Parent Company 2008 2007 2008 2007 175 176 73 84 383 481 114 158 716 20 620 14 168 — 150 — 67 88 23 19 113 1,474 141 1,520 — 378 — 411 Group Guarantees and other commitments On behalf of internal counterparties On behalf of external counterparties Total Parent Company 2008 2007 2008 2007 — — 153 65 24 24 20 20 7 160 6 71 In addition to the above contingent liabilities, guarantees for fulfillment of contractual undertakings are provided as part of Husqvarna’s normal course of business. There was no indication at year-end that any payment will be required in connection with any contractual guarantees. Furthermore, there is an obligation, in the event of dealer’s bankruptcy, to buy back repossessed Husqvarna products from certain dealers financing their floor planning with an external finance company. During 2008 goods for a value of SEK 13m (15) were bought back in connection with floor planning activities. N OT E S Gas explosion in Belgium A gas explosion occurred in 2004 on Husqvarna’s property in Ghislenghien, Belgium, and resulted in the loss of 24 lives, more than 100 personal injuries and substantial property damage. The accident was caused by the bursting of a subsurface industrial gas pipe. Husqvarna Belgium has, together with at least 10 other companies, authorities and private persons, received notifications of potentially having contributed to the accident. Several parties have initiated claims for damages against, among others, Husqvarna. Husqvarna has denied all responsibility and has itself also initiated claims for damages against other involved parties. The legal investigation is now concluded and Husqvarna expects the legal proceedings to commence during 2009 before the local court of first instance, as the prelim inary procedural investigations were concluded by early 2009. Based on the facts available and the substance of the claims, Husqvarna estimates that any liabilities arising for Husqvarna due to the accident will largely be covered by relevant insurance policies. Alleged inaccurate specification of engine capacity in lawn mowers Husqvarna was named as a defendant in a lawsuit pending in Federal District Court in Illinois, USA, entitled Phillips v. Sears, Roebuck & Company, et al. In addition, Husqvarna has been named as a defendant in approximately 40 similar or parallel lawsuits in various states, implying that the issues raised in these lawsuits have assumed nation-wide importance. These lawsuits were brought against numerous manufacturers or sellers of lawnmowers and/or lawnmower engines, including, Electrolux Home Products, Inc., Husqvarna Outdoor Products, Inc., Sears, Roebuck & Co., Deere & Company, Tecumseh Products Company, Briggs & Stratton Corporation, Kawasaki Motors Corp. USA, MTD Products, Inc., The Toro Company, American Honda Motor Company, Inc., The Kohler Company, and Platinum Equity, LLC. The lawsuits allege that Husqvarna and the other defendants misrepresented and overstated the horsepower produced by the lawnmowers and lawnmower engines they sold and/or manufactured. Plaintiffs (consumers who purchased a lawn mower containing an engine manufactured or sold by one of the defendants) contend that the defendants falsely advertised the horsepower of their products and that they concealed or failed to disclose the products’ true lower horsepower. The lawsuits further allege that Husqvarna and the other defendants conspired among themselves to misrepresent and conceal material facts concerning the horsepower of their own and each others’ lawnmowers and lawnmower engines. Based upon these allegations, the plaintiffs assert claims for consumer fraud, civil conspiracy and unjust enrichment. Husqvarna and other defendants oppose class action certification of these allegations and have petitioned the Federal Multidistrict Judicial Panel for a determination of whether all cases could be grouped together for Multidistrict Litigation of the issue. Management is unable at this time to assess the outcome of these lawsuits, although it cannot be ruled out that an unfavorable outcome might be material to the company's results for a particular period. NOTE 23 BUSINESS COMBINATION The below table summarizes the acquisitions made during 2008 and 2007. Date of acquisition Company1) Business Area 30 April 2008 Meco Sandvik Nora Professional Products 30 April 2008 24 December 2008 Other minor acquisitions Total 2008 AB Jenn Feng Professional Products Consumer Products Consumer Products/Professional Products 1 June 2007 2 April 2007 20 March 2007 28 February 2007 1 February 2007 Total 2007 Soff-Cut Zenoah Gardena AG King Concepts Klippo AB Professional Products Professional Products Consumer Products Professional Products Professional Products Consideration paid2), SEKm Acquired Net Debt Enterprise value2), SEKm Annual Net sales3), SEKm 48 0 48 54 26 684 0 0 26 684 65 800 87 845 0 0 87 845 30 949 302 1,026 2,949 126 222 4,625 234 73 3,938 2 5 4,252 536 1,099 6,887 128 227 8,877 240 1,200 3,800 30 150 5,420 1) A ll acquisitions above were made either through purchasing 100% of the shares and voting rights or by acquiring the assets and liabilities in the companies. 2) Including acquisition costs. 3) T he latest Annual Net sales at the time of acquisition. 77 Husqvarna is involved in commercial, product liability and other disputes in the ordinary course of business. Such disputes involve claims for compensatory damages, property damage or personal injury compensation and occasionally also punitive damages. Although the company is self-insured to a certain extent, it is also insured against excessive liability losses. Husqvarna continuously monitors and evaluates pending claims and disputes, and take action when deemed necessary. The company believes that these activities help to minimize the risks. It is difficult to predict the outcome of each dispute, but based on its present knowledge, Husqvarna estimates that none of the disputes, in which it is currently involved, will have a material adverse effect on the consolidated financial position or result. The following significant matters are still unresolved. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Amounts in SEKm unless otherwise stated. N OT E S Amounts in SEKm unless otherwise stated. 78 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Acquisitions made in 2008 Meco In April Husqvarna acquired Meco, Masterpiece Engineering Company, based in Prescott, Arizona, USA. Meco is a leading producer of floor saws for cutting concrete and asphalt, primarily for highway construction and repair. The consideration paid amounted to SEK 48m and goodwill amounted to SEK 34m. The goodwill refers to synergies that will be achieved with existing operation in terms of production and distribution. In addition the acquisition complements Husqvarna's product range for the construction industry and reinforces the Group's leading position in floor saws. Sandvik Nora AB In April 2008 Husqvarna acquired the assets and operation relating to products for the construction industry within Sandvik Nora AB (previously Hagby Asahi AB), a company within Sandvik's Mining and Construction business area. The acquired operations comprise the production and sale of diamond tools and related machines for sawing, drilling and grinding. The operation is based in Nora, Sweden and Vantaa, Finland. The acquisition complements Husqvarna's product range for the construction industry and reinforces the Group's leading position in the Nordic region. The consideration paid amounted to SEK 26m and goodwill amounted to SEK 8m. The goodwill refers to synergies achieved within Husqvarna’s existing operation in terms of production and distribution. In addition, Hagby’s floorgrinding machines complement Husqvarna’s existing international product offering. Jenn Feng In March 2008 Husqvarna signed an agreement with Jenn Feng Co., Ltd. for the acquisition of the company's operation in outdoor products. Jenn Feng, a listed Taiwanese company, is a leading producer of chainsaws and trimmers for the consumer market. The product offering also comprises lawn mowers, high-pressure washers and generators. The acquisition was completed in several steps. The operations in North America and Australia were consolidated as of 30 May 2008 and the Chinese operations were consolidated 31 December 2008. The total consideration paid for the acquired operating assets and liabilities amounted to SEK 684m (including costs directly attributable to the acquisition in an amount of SEK 8m). Husqvarna has goodwill in the amount of SEK 304m. The goodwill refers to synergies arising from the fact that Jenn Feng’s products complement Husqvarna’s range of handheld products for the consumer market. In addition Jenn Feng products will be sold through Husqvarna's global sales organization. Husqvarna has recognized intangible assets of SEK 64m, mainly referring to the McCulloch brand and the right to use the brand in North America. The purchase price allocation is preliminary. Fair value of the acquired assets and liabilities SEKm Goodwill Other intangible assets Property, plant and equipment Inventories Trade receivables Trade payables Other operating liabilities Net debt Net identifiable assets Goodwill Consideration paid Cash and cash equivalents acquired Net cash paid Carrying amount Fair value adjustment Fair value acquisition balance 0 0 0 64 0 64 165 113 50 –2 0 0 0 0 165 113 50 –2 –10 0 316 0 0 64 –10 0 380 304 684 0 684 Total fair value of assets and liabilities for all acquisitions made in 2008 SEKm Goodwill Other intangible assets Property, plant and equipment Other non-current assets Inventories Trade receivables Trade payables Other operating liabilities Net debt Net identifiable assets Goodwill Consideration paid Cash and cash equivalents acquired Net cash paid Carrying amount Fair value adjustment Fair value acquisition balance 0 0 0 128 0 128 165 6 162 52 –4 0 0 0 0 0 165 6 162 52 –4 –11 0 370 0 0 128 –11 0 498 347 845 0 845 Acquisitions for 2008 have contributed in total to the Group’s net sales in an amount of SEK 140m and with operating income of SEK –17m. Acquisitions made in 2007 Gardena AG The acquisition of the German company Gardena AG was completed at the end of March 2007. Gardena is the leader in the European consumer market for irrigation products, and has a leading position in garden tools, garden ponds and pumps, as well as electric garden products. The consideration paid totalled SEK 2,949m (including costs directly attributed to the acquisition of SEK 22m) and N OT E S Amounts in SEKm unless otherwise stated. Goodwill Other intangible assets Property, plant and equipment Other non-current assets Inventories Trade receivables Other operating assets Trade payables Other operating liabilities Net debt Net identifiable assets Goodwill Consideration paid Cash and cash equivalents acquired Net cash paid Fair value adjustment Fair value acquisition balance 1,774 159 –1,774 3,009 0 3,168 888 161 845 1,188 151 –311 0 –15 53 0 0 0 888 146 898 1,188 151 –311 –1,255 –3,938 –338 –937 0 336 –2,192 –3,938 –2 2,951 2,949 –102 2,847 Komatsu Zenoah’s outdoor products operation The acquisition of the outdoor products operation within Komatsu Zenoah Co was completed at the beginning of April 2007. Komatsu Zenoah is a leading producer of port able outdoor power products, and is the market leader in Japan. The product range comprises mainly brush cutters, chainsaws, trimmers and blowers. The goodwill refers mainly to expected synergies from an expanded product offering within Forestry and Commercial Lawn and Garden products as well as from synergies in technology, production and distribution. Goodwill Other intangible assets Property, plant and equipment Other non-current assets Inventories Trade receivables Other operating assets Trade payables Other operating liabilities Net debt Net identifiable assets Goodwill Consideration paid Cash and cash equivalents acquired Net cash paid Fair value adjustment Fair value acquisition balance 0 20 0 59 0 79 111 16 212 540 34 –235 0 178 9 0 0 0 111 194 221 540 34 –235 –122 –73 503 –35 0 211 –157 –73 714 312 1,026 –39 987 Soff-Cut At the beginning of June 2007, the acquisition of the American company Soff-Cut was completed. Soff-Cut is the leading producer of concrete saws for early entry concrete sawing. The consideration paid totalled SEK 302m. In addition to goodwill amounting to SEK 338m, other intangibles totaling SEK 166m have been recognized consisting of patents and customer relations. Goodwill refers mainly to anticipated synergies from an expanded product offering within the Construction business as well as within technology and distribution. King Concepts King Concepts in Australia was acquired at the end of February 2007. King Concepts manufactures equipment and consumables for the Floor Preparation and Concrete Polishing market. The consideration paid totalled SEK 126m. In add ition to goodwill amounting to SEK 71m, other intangibles totaling SEK 66m have been recognized consisting mainly of patents. Goodwill refers mainly to anticipated synergies from an expanded product offering within the construction business as well as in distribution. Klippo AB In February 2007, Husqvarna acquired Klippo AB, the largest producer of petrol-driven walk-behind lawn mowers for the Swedish market. The consideration paid totalled SEK 222m. Goodwill amounts to SEK 160m and other intangible assets, mainly trademarks, have been recognized in the amount of SEK 41m. Goodwill refers mainly to anticipated synergies from an expanded product offering within the Commercial Lawn and Garden business and within distribution. H USQVA R N A A NN UA L REP O R T 2 0 0 8 SEKm Carrying amount SEKm Carrying amount 79 goodwill amounted to SEK 2,951m. The goodwill primarily refers to the anticipated synergies from an expanded product offering within irrigation and electrical products. Synergies are also expected to derive from combining Husqvarna and Gardena’s sales, marketing, distribution and technology. In addition, intangible assets of SEK 3,009m were recognized referring to the trademark Gardena. The Gardena trademark has a very high recognition among customers and Husqvarna intends to maintain and further develop the brand in the foreseeable future. The Gardena trademark has been recognized as an intangible asset with indefinite useful life. N OT E S Amounts in SEKm unless otherwise stated. Total fair value of assets and liabilities for acquisitions 80 H USQVA R N A A NN UA L REP O R T 2 0 0 8 SEKm Goodwill Other intangible assets Property, plant and equipment Other non-current assets Inventories Trade receivables Other operating assets Trade payables Other operating liabilities Net debt Net identifiable assets Goodwill Consideration paid1) Cash and cash equivalents acquired Net cash paid Carrying amount Fair value adjustment Fair value acquisition balance 1,957 181 –1,957 3,341 0 3,522 1,012 188 1,152 1,787 197 –598 4 196 62 0 0 0 1,016 384 1,214 1,787 197 –598 –1,408 –4,252 216 –1,069 0 577 –2,477 –4,252 793 3,832 4,625 –148 4,477 1) Includes costs directly attributed to the acquisitions of SEK 42m. The 2007 acquisitions contributed in total to the Group’s net sales 2007 with SEK 4,075m and to operating income with SEK 328m. If all acquisitions had been included in the Group as of 1 January, the Group Net Sales in 2007 would have been impacted by SEK 5,742m and operating income by SEK 515m. REMUNERATION TO THE BOARD OF NOTE 24 DIRECTORS, THE PRESIDENT AND OTHER MEMBERS OF GROUP MANAGEMENT The Annual General Meeting 2008 authorized fees to Board members, totalling SEK 5,345,000, of which 4,820,000 (to the Chairman SEK 1,600,000 and to each of the seven board members not employed by the Company SEK 460,000) to be paid in cash and syntethic shares, plus an additional total of SEK 525,000 to be paid in cash as fees for Board Committee work. The Board members have the option to choose to receive 25% or 50% of the fees before tax, excl fees for Board committee work, in the form of synthetic shares. Board members being non-Swedish tax subjects have, for administrative purposes, the option to receive 100% of the fees in cash. The number of synthetic shares received is based on a volume weighted average of the quoted price of the Husqvarna B share during the five bank days immediately following the first quarterly report 2008. After five years, i e in 2013, the synthetic shares give a right to receive an amount in cash per synthetic share. Dividends due to Husqvarna B shares until payment will be granted to the Board member in the form of additional synthetic shares. There is no requirement that a Board member remains on the Board to be entitled to accrued synthetic shares and thus a Board member is entitled to be paid even if the assignment ends. Furthermore a Board member may, at termination of the Board assignment, request payment for the synthetic shares at 12 months after the end of the assignment. There are no agreements in place governing severance pay to Board members. Fees to the Board of Directors authorized by the Annual General Meeting 2008 Fees excluding fees for committee work SEKt Lars Westerberg Bengt Andersson Peggy Bruzelius Robert F. Connolly Börje Ekholm Tom Johnstone Ulf Lundahl Anders Moberg Gun Nilsson Annika Ögren Malin Björnberg Total Cash payment Value of synthetic shares at date of grant Number of synthetic shares at date of grant* 800 — 345 345 230 230 230 460 345 — — 2,985 800 — 115 115 230 230 230 — 115 — — 1,835 12,866 — 1,849 1,849 3,699 3,699 3,699 — 1,849 — — 29,510 Total value of fees Total value of fees incl. Synthetic incl. Synthetic Fees for commitshares at date of shares at end of tee work grant year** 50 — 75 — 175 100 — 50 75 — — 525 1,650 — 535 460 635 560 460 510 535 — — 5,345 1,381 — 496 421 558 483 383 510 496 — — 4,729 * Based on volume weighted average of the quoted price of the Husqvarna B share during five bank days immediately following the first quarterly report 2008 (24 to 30 April): SEK 62.18 ** Based on the quoted closing rate of the Husqvarna B share in 2008 (30 December): SEK 41.30. N OT E S Amounts in SEKm unless otherwise stated. Terms of employment for the President Magnus Yngen took up the position as President and Chief Executive Officer 1 October 2008. The remuneration package for the President comprises fixed salary, variable salary based on annual targets and pension benefits. The remuneration is reviewed annually per 1 January. The President is entitled to participate in any long-term incentive programs that the Board decides to introduce in 2009 and the Annual General Meeting authorizes. The fixed annual salary to the President is SEK 5,750,000. The variable salary for 2009 is based on an annual target for value created within the Group. The variable salary is 50% of the fixed salary at target level and is capped at 100% at stretch level. For 2008 the variable salary is replaced by a fixed amount of SEK 718,750 based on the period of employment with Husqvarna (October 1 to December 31). In October 2008 the President received a cash payment of SEK 2,000,000 as compensation for the loss of right to allocation from long-term incentive programs with the former employer. The notice period for termination is 12 months on the part of the Company and 6 months on the part of the President. The President is eligible for severance pay corresponding to 12 monthly salaries, with deduction for any other income, in the event of notice of termination from the employer. In the event of a change of control of the Company, the President has the right to cease the employment with immediate effect without consideration of notice period and receive severance pay corresponding to 24 monthly salaries. The President is not entitled to fringe benefits such as a company car or housing. Terms of employment for other members of Group Management As with the President, other members of Group Management receive a remuneration package comprised of fixed salary, variable salary based on annual targets, long-term incentive programs and pension benefits. Remuneration is revised annually per 1 January. For the Group’s staff heads, variable salary is based on value creation for the Group and for the sector heads the variable salary is based on value creation for the appropriate sector. The variable salary is 40–50% of the fixed salary at target level and is capped at 80–100% at stretch level. Members of Group Management participate in the Group’s long-term incentive programs which consist of the Performance Share Program for 2006 and the restricted share and performance based stock option programs for 2007 and 2008 (LTI 2007 and LTI 2008). For more information on these programs, see Note 19. The notice period for termination is 12 months on behalf of the Company and 6 months on the part of the employee. There is no agreement covering severance pay. Pension terms for other members of Group Management The members of Group Management employed in Sweden (7 out of 9) are covered by the collectively agreed ITP plan. One member of Group Management is covered by the principal rule of the ITP plan and the alternative rule of the plan is applied to the other members of Group management. These individuals are also covered by the Husqvarna Executive Pension Plan, which is a defined contribution plan. The employer contribution to the plan is equivalent to 35% of pensionable salary which also includes cost for the ITP plan, alternative ITP and any supplementary disability and sur vivor’s pension. The pensionable salary is calculated on the basis of current fixed salary plus last year’s variable salary. The retirement age is 62 for those members of Group Management who are employed in Sweden. In addition to the pension terms described above, there is a commitment to pay a single premium at retirement age for pension benefits corresponding to 22.68 monthly salaries in the event that the member of Group Management remains in service until the retirement age. The members of Group Management that are not employed in Sweden are covered by the Group’s company pension plans in the respective country of employment (Germany and the US). Retirement age is 63 or 65. H USQVA R N A A NN UA L REP O R T 2 0 0 8 General principles for remuneration to Group Management The overall principles for remuneration to senior managers are that remuneration should be based on the position held, on individual and team performance and on a competitive basis in the country of employment. The overall remuner ation package for senior managers comprises fixed salary, variable salary in the form of short-term incentives based on annual performance targets, long-term incentives and benefits such as pension and insurance benefits. Husqvarna aims to offer competitive and performancebased remuneration. Variable remuneration may constitute a significant proportion of total remuneration, but could also be zero if the target level “entry” is not achieved or capped if the maximum level “stretch” is attained. Variable salary to the President and Group Management is based on the Group’s value creation. Pension terms for the President The retirement age for the President is 60. The President is covered by the collectively agreed ITP plan, the alternative rule of the plan, and the Husqvarna Executive Pension Plan. The Husqvarna Executive Pension Plan is a defined contribution plan. The employer contribution to the plan for the Presi dent is equivalent to 40% of the pensionable salary which also includes the cost for the benefits of the ITP-plan, alternative ITP and any supplementary disability and survivor’s pension. The pensionable salary is calculated on the basis of current fixed salary plus variable salary fixed at target level. 81 Remuneration Committee The task of the Remuneration Committee is to provide the Board of Directors with proposals for remuneration to members of Group Management regarding targets and criteria for variable remuneration, the relationship between fixed and variable salary, changes in fixed or variable salary, longterm incentives, pension terms and other benefits. The Committee consists of three Board members: Tom Johnstone (Chairman), Anders Moberg and Lars Westerberg. N OT E S Amounts in SEKm unless otherwise stated. Terms of employment for the former President The former President and CEO, Bengt Andersson, retired 1 October 2008, but his employment remains until 30 June 2009 when he attains the regular retirement age 65. The remuneration for the former President comprises fixed salary, variable salary based on annual targets, long-term incentive programs, pension and insurance benefits. The fixed annual salary to the former President is SEK 5,253,125 as of 1 January 2008. The variable salary is based on an annual target for value created within the Group. The variable salary is 50% of the fixed salary at target level and is capped at 100% at stretch level. The former President participates in the Group's long-term incentive programs which consist of the Performance Share Program for 2006 and the restricted share and performance based stock option programs for 2007 and 2008 (LTI 2007 and LTI 2008). For more information on these programs, see Note 19. Variable salary and the long-term incentive programs have been accrued until the former President retired 1 October 2008. The President is not entitled to fringe benefits such as a company car or housing. Pension terms for the former President The retirement age for the former President is 65. The former President is covered by the collectively agreed ITP plan and a supplementary individual pension plan. The supplementary pension benefit is based on an annual employer's contribution of 105% of fixed salary. Actuarial bases for calculation are used to transform the contribution at year end into a pension benefit. 82 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Remuneration to Group Management 2008 SEKt Fixed salary Variable salary 4,156 7,880 26,505 38,541 President 1) Former President 2) Other members of Group Management3) Total Pensioncost Long-term incentive 0 860 0 5,016 0 0 0 9,109 11,534 21,503 0 441 441 16,989 38,480 60,485 Total 1) Fixed salary includes fixed salary for the period October to December (SEK 1,437,500), fixed amount instead of variable salary (SEK 718,750) and compensation for the loss of right to allocation from long-term incentive programs with the former employer (SEK 2,000,000). 2) T he former President Bengt Andersson retired 1 October 2008, but his employment remains until 30 June 2009 when he attains the retirement age 65. The cost for his remuneration during 2009 has been taken in 2008. 3) O ther members of Group Management comprise nine individuals. One individual has been added and one has left Group Management during 2008. The remuneration shown above refers to the part of the year during which the individual in question was part of Group Management. Remuneration to Group Management 2007 SEKt President Other members of Group Management3) Total Fixed salary Variable salary1) Pensioncost Long-term incentive2) Incentive Compensation1) Total 5,125 25,177 30,302 2,563 8,238 10,801 5,988 16,355 22,343 1,011 3,979 4,990 920 3,932 4,852 15,607 57,681 73,288 1) The actual variable salary for 2007 and incentive compensation are paid 2008 and may slightly deviate from the amounts indicated. 2) Award per year at target level. 3) Other members of Group Management comprise nine persons. NOTE 25 FEES TO AUDITORS PricewaterhouseCoopers (PwC) has been appointed auditor for the period until the 2010 Annual General Meeting. Fees to PwC Group SEKm PwC Audit fees1) Other fees2) Total fees to PwC Audit fees to other Auditors3) Parent Company 2008 2007 2008 2007 21 2 23 17 6 23 5 1 6 4 4 8 1 7 0 0 1) A udit fees consist of fees billed for the annual audit engagement and other audit services, which are those services that only the external auditor reasonably can provide, and include the Company audit; statutory audits and comfort letters and consents. 2) O ther fees consist of fees billed for assurance and related services, for due diligence in connection with acquisitions as well as fees billed for tax services. 3) Refers mainly to Gardena companies audited by Ernst & Young in 2007. N OT E S Amounts in SEKm unless otherwise stated. NOTE 26 SHARES AND PARTICIPATIONS Participation in associated companies 2008 2007 12 –2 0 1 –4 — 7 6 3 0 0 — 3 12 Opening balance Operating result Dividend Exchange difference Consolidation Gardena Turkey Other Closing balance In participations in associated companies at 31 December 2008, goodwill is included in the amount of SEK 2m (4). Gardena Turkey (Gardena Dost Dis Ticaret Mümmesilik A.S.) has been consolidated during 2008. The Group’s share of the associated companies, which all are unlisted, was as follows: Associated companies 2008 Diamant Boart, Argentina A/O Khimki, Russia Diamant Boart, Philippines Total Receivables Liabil ities 46.7 50.0 20.0 6 0 1 7 1 0 0 1 — 0 0 0 Participation, % Book value Receivables Liabil ities Sales Purchases 46.7 50.0 20.0 51.0 6 1 1 4 12 1 0 0 8 9 — 1 0 — 1 1 0 — 3 4 — 5 0 — 5 Income Statement Sales Purchases Income Net result 1 — — 1 — — 0 0 20 — 2 22 1 –1 0 0 Balance sheet Total Total assets liabilities 12 0 7 19 4 0 3 7 1) Viewed from Husqvarna’s perspective. Associated companies 2007 Relation to Husqvarna Group1) SEKm Diamant Boart, Argentina A/O Khimki, Russia Diamant Boart, Philippines Gardena, Turkey Total 1) Viewed from Husqvarna’s perspective. Other companies Firefly Energy Inc., USA Holding, % Book/Fair value, SEKm 7.0 0 Major Group Companies Subsidiaries Canada Finland France Germany Germany Germany Japan Sweden United Kingdom US US US Holding, % Husqvarna Canada Corp. Oy Husqvarna Ab Husqvarna France SAS Husqvarna Deutschland GmbH Gardena GmbH Gardena Manufacturing GmbH Husqvarna Zenoah Co, Ltd. Husqvarna Holding AB 100 100 100 100 100 100 100 100 Husqvarna UK Ltd. Husqvarna Professional Products Inc. Husqvarna Forestry Products NA Inc. Husqvarna Consumer Outdoor Products NA Inc. 100 100 100 100 A detailed specification of Group companies is available on request from Husqvarna AB, Investor Relations. P&L Balance sheet Total net Income result Total Total assets liabilities 20 5 3 25 53 1 1 0 2 4 12 2 7 24 45 4 0 4 20 28 H USQVA R N A A NN UA L REP O R T 2 0 0 8 SEKm Book value 83 Relation to Husqvarna Group1) Participation, % Proposed D is tr i b ut i on o f E arn i n gs Proposed Distribution of Earnings Thousands of SEK 84 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Retained earnings Net income for 2008 Total 5,958,080 6,083,410 12,041,490 The Board of Directors proposes that the Annual General Meeting 2009 resolves that no dividend will be paid and the above sum to be carried forward. The Board’s opinion is that it is justifiable not to pay any dividend with regard to the demands on the Company and Group equity imposed by the type, scope and risks of the business and with regard to the Company’s and the Group’s financial strength, liquidity and overall position. The Com pany’s equity would have been SEK 7,052 thousand higher if the assets and liabilities had not been valued at fair value in accordance with the Swedish Annual Accounts Act (SFS 1995:1554), 4:14a. The Board of Directors and the President and CEO declare that the consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU, and give a true and fair view of the Group’s financial position and results of operations. The financial statements of the Parent Company have been prepared in accordance with generally accepted accounting principles in Sweden and give a true and fair view of the Parent Company’s financial position and results of operations. The statutory Administration Report of the Group and the Parent Company provides a fair review of the development of the Group’s and the Parent Company’s operations, financial position and results of operations and describes material risks and uncertainties facing the Parent Company and the companies included in the Group. Stockholm 19 February 2009 Peggy Bruzelius Lars Westerberg Chairman of the Board Robert F. Connolly Börje Ekholm Tom Johnstone Anders Moberg Malin Björnberg Annika Ögren Board memberBoard memberBoard memberBoard memberBoard member Gun Nilsson Ulf LundahlBengt Andersson Board memberBoard memberBoard member Employee representative Employee representative Board memberBoard member Magnus Yngen President and CEO Our audit report was issued on 19 February 2009 PricewaterhouseCoopers AB Anders LundinChristine Rankin Johansson Authorized Public AccountantAuthorized Public Accountant Auditor in charge Au d i tor s’ R eport We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the board of directors and the managing director of Husqvarna AB for 2008. The company’s annual accounts and the consolidated accounts are included in the printed version on pages 26–84. The board of directors and the managing director are responsible for these accounts and the consolidated accounts and the administration of the company as well as for the application of the Annual Accounts Act when preparing the annual accounts and the application of international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act when preparing the consolidated accounts. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit. We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the board of directors and the Managing Director and significant estimates made by the board of directors and the Managing Director when preparing the annual accounts and consolidated accounts as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any board member or the Managing Director. We also examined whether any Board member or the managing director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that our audit provides a reasonable basis for our opinion set out below. The annual accounts have been prepared in accordance with the Annual Accounts Act and give a true and fair view of the company’s financial position and results of operations in accordance with generally accepted accounting principles in Sweden. The consolidated accounts have been prepared in accordance with international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act and give a true and fair view of the group’s financial position and results of operations. The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts. We recommend to the annual meeting of shareholders that the income statements and balance sheets of the Parent Company and the group be adopted, that the profit of the Parent Company be dealt with in accordance with the proposal in the administration report and that the members of the board of directors and the Managing Directors be discharged from liability for the financial year. Stockholm 19 February 2009 PricewaterhouseCoopers AB Anders LundinChristine Rankin Johansson Authorized Public AccountantAuthorized Public Accountant Auditor in charge 85 To the Annual Meeting of the shareholders of Husqvarna AB (publ) Corporate identity number 556000-5331 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Auditors’ Report FIVE-YEAR REVIEW 86 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Income, SEKm 2008 2007 Net sales Consumer Products Professional Products 32,342 19,849 12,493 33,284 20,621 12,663 29,402 18,335 11,067 28,768 18,360 10,408 27,202 17,579 9,623 Cost of goods sold Gross operating income –22,965 9,377 –23,509 9,775 –21,477 7,925 –21,109 7,659 –19,886 7,316 Marketing and Administration costs Operating income* Consumer Products Professional Products –7,016 2,361 963 1,587 –6,211 3,564 1,638 2,123 –4,804 3,121 1,415 1,875 –4,732 2,927 1,332 1,739 –4,333 2,983 1,607 1,521 Financial items, net Income after financial items –594 1,767 –675 2,889 –4293) 2,6923) –479 2,448 –105 2,878 Taxes Income for the period –479 1,288 –853 2,036 –830 3) 1,8623) –807 1,641 –555 2,323 * of which depreciation and amortization 1,163 1,081 836 827 718 Financial Position, SEKm 2008 2007 2006 20052) 34,337 22,367 15,778 7,875 8,556 4,184 3,280 6,462 8,815 16,287 10,694 3,159 13,552 28,803 19,401 13,640 6,790 7,758 3,912 2,731 6,146 7,389 13,318 2,911 10,130 12,012 16,355 10,514 6,034 4,714 5,165 3,106 2,209 4,335 6,264 5,090 4,683 303 4,250 18,248 10,017 5,719 4,626 6,264 3,325 4,222 3,562 4,755 6,366 6,220 0 5,262 14,298 8,007 4,646 3,905 5,506 2,858 3,371 3,170 4,736 3,380 3,365 15 3,271 2008 2007 20062) 20052) 20041) 2) Cash flow from operations, excluding change in operating assets and liabilities Cash flow from operating assets and liabilities Cash flow from operations 2,703 441 3,144 3,232 –576 2,656 2,626 3) –1,1943) 1,4323) 2,468 –177 2,291 3,003 112 3,115 Cash flow from investments Operating cash flow –1,131 2,013 –813 1,843 –897 535 –1,342 949 –1,042 2,073 Acquisitions of operations –845 –8 876 –558 — — 1,168 –7 033 –23 949 2,073 Total assets Net assets Consumer Products Professional products Inventories Trade receivables Trade payables Working capital Total equity Interest-bearing liabilities Long-term borrowings Short-term borrowings Net debt Cash flow, SEKm Total cash flow from operations and investments 20062) 20052) 20041) 2) 20041) 2) FI V E-Y E A R R E V I E W 2008 2007 20062) 32,342 –3 29.0 3,524 10.9 2,361 7.3 4.9 12.7 1,767 1,288 33,284 13 29.4 4,645 14.0 3,564 10.7 7.9 16.8 2,889 2,036 29,402 2 27.0 3,957 13.5 3,121 10.6 7.7 16.9 2,692 3) 1,862 3) 28,768 6 26.6 3,754 13.0 2,927 10.2 7.3 16.7 2,448 1,641 27,202 1 26.9 3,701 13.6 2,983 11.0 9.1 15.8 2,878 2,323 Capital expenditure Consumer Products Professional Products Operating cash flow Cash flow per share 1,163 686 475 2,013 5.25 857 514 343 1,843 4.79 890 524 366 535 3) 1.393) 1,259 859 400 949 2.46 1,040 587 453 2,073 6.95 Earnings per share, diluted, SEK Equity per share, SEK Average number of shares, millions Dividend per share, SEK Dividend pay-out ratio, % 3.34 22.9 383.2 0 — 5.29 21.1 384.6 2.25 42 4.83 3) 16.1 385.14) 2.25 6) 35 3) 4.26 12.3 385.14) — — 7.78 15.9 298.6 — — Capital employed Return on capital employed, % Return on equity, % Capital turn-over rate, times Net debt/equity ratio Interest coverage ratio, times Equity/assets ratio, % 25,102 10.7 15.8 1.5 1.54 3.5 25.7 20,707 17.6 28.6 1.8 1.63 5.3 25.7 11,354 23.8 3) 32.5 3) 2.4 0.68 7.6 3) 38.3 11,121 24.1 40.1 2.6 1.11 — 26.1 8,116 31.1 41.9 2.9 0.69 — 33.1 Salaries and remunerations Average number of employees Consumer Products Professional Products 4,037 15,720 8,655 7,040 3,973 16,093 8,851 7,242 3,033 11,412 5,751 5,661 3,047 11,681 6,054 5,627 3,053 11,657 6,041 5,616 20041) 2) 1) Restated to comply with IFRS, except for IAS 39. If IAS 39 had been applied in 2004, the volatility in net income, net debt and equity would most probably have been higher. 2) T he Husqvarna Group was established as of 31 May 2006, and listed on the NASDAQ OMX Stockholm as of 13 June 2006. The Husqvarna operations previously comprised the Outdoor Product segment within Electrolux Group. Figures presented above for 2004 is based on Husqvarna’s combined financial statements. The information in these statements is based on the actual reporting for the operations within the Outdoor Product segment within Electrolux. The results and net assets, as well as equity and provisions are aggregated. To better reflect the Husqvarna Group and its operations pro forma financial information was prepared for 2005 and 2006. Figures for 2005 and 2006 presented above is based on the pro forma figures. As the establishment of the Group was finalized by 31 May 2006 the Income statement, Balance sheet, Equity and Cash flow statements represent the consolidated values of the Group. For information about the differences beween combined financial statements and pro forma financial information please see Husqvarna’s Annual Reports for 2006 and 2007. 3) Pro forma. 4) Number of shares have been adjusted for the for the bonus issue of 88,9 million shares made in May 2007. 5) According to combined financial statements. 6) Before bonus issue. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Net sales Net sales growth, % Gross margin, % EBITDA EBITDA margin, % Operating income Operating margin, % Consumer Products Professional Products Income after financial items Income for the period 20052) 87 Key data, SEKm Quarterly DATA Income, SEKm Net sales EBITDA EBITDA margin, % Operating income 88 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Operating margin, % Income after financial items Margin, % Income for the period Earnings per share, SEK Q1 Equity Interest-bearing liabilities Net debt Working capital Q3 Q4 Full year 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 10,043 9,214 9,338 1,488 1,211 1,166 14.8 13.1 12.5 1,202 984 929 12.0 10.7 9.9 1,060 876 7921) 10.6 9.5 10,343 12,048 10,133 1,595 2,049 1,491 15.4 17.0 14.4 1,321 1,758 1,275 12.8 14.6 12.6 1,141 1,528 1,1541) 11.0 12.7 6,830 6,826 5,392 593 836 802 8.7 12.2 14.9 310 553 571 4.5 8.1 10.6 178 391 467 2.6 5.7 5,126 5,196 4,539 –152 549 498 –3.0 10.6 11.0 –472 269 346 –9.2 5.2 7.6 –612 94 279 –11.9 1.8 32,342 33,284 29,402 3,524 4,645 3,957 10.9 14.0 13.5 2,361 3,564 3,121 7.3 10.7 10.6 1,767 2,889 2,6921) 5.5 8.7 2006 2008 2007 2006 2008 2007 2006 8.51) 753 613 5461) 1.97 1.59 1.421)2) 11.41) 810 1 070 7971) 2.09 2.77 2.071) 2) 8.7 143 273 322 0.37 0.70 0.84 6.1 –418 80 197 –1.09 0.21 0.51 9.21) 1,288 2,036 1,8621) 3.34 5.29 4.831) 2) Q2 Q3 Q4 Full year 6,642 6,157 4,762 7,939 7,334 5,892 14,901 15,239 8,155 13,387 13,377 6,772 8,101 7,159 6,408 6,361 5,965 4,428 8,614 7,284 6,279 13,168 13,262 5,452 12,014 11,540 4,679 6,381 5,592 4,494 8,556 7,758 5,165 8,815 7,389 6,264 16,287 13,318 5,090 13,552 12,012 4,250 6,462 6,146 4,335 8,556 7,758 5,165 8,815 7,389 6,264 16,287 13,318 5,090 13,552 12,012 4,250 6,462 6,146 4,335 Financial position, SEKm Inventories Q2 Q1 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 2006 7,723 6,578 6,240 7,903 6,986 5,2641) 16,245 15,645 10,9831) 14,734 14,535 9,9261) 9,784 8,664 8,5581) 1) Pro forma. 2) Number of shares have been adjusted for the for the bonus issue of 88.9 million shares made in May 2007. Consumer Products Professional Products Total 2008 2007 2006 2008 2007 2006 2008 2007 2006 Operating income by business area, SEKm Consumer Products Professional Products Group common costs etc. Total 2008 2007 2006 2008 2007 2006 2008 2007 2006 2008 2007 2006 Operating margin by business area, % Consumer Products Professional Products Total 2008 2007 2006 2008 2007 2006 2008 2007 2006 Q1 Q2 Q3 Q4 Full year 6,830 6,207 6,540 3,213 3,007 2,798 10,043 9,214 9,338 6,773 8,418 6,993 3,570 3,630 3,140 10,343 12,048 10,133 3,764 3,668 2,774 3,066 3,158 2,618 6,830 6,826 5,392 2,482 2,328 2,028 2,644 2,868 2,511 5,126 5,196 4,539 19,849 20,621 18,335 12,493 12,663 11,067 32,342 33,284 29,402 Q1 Q2 Q3 Q4 Full year 727 521 503 522 510 455 –47 –47 –29 1,202 984 929 745 1,164 734 623 642 576 –47 –48 –35 1,321 1,758 1,275 –71 66 164 436 529 447 –55 –42 –40 310 553 571 –438 –113 14 6 442 397 –40 –60 –65 –472 269 346 963 1,638 1,415 1,587 2,123 1,875 –189 –197 –169 2,361 3,564 3,121 Q1 Q2 Q3 Q4 Full year 10.6 8.4 7.7 16.2 17.0 16.3 12.0 10.7 9.9 11.0 13.8 10.5 17.5 17.7 18.3 12.8 14.6 12.6 –1.9 1.8 5.9 14.2 16.8 17.1 4.5 8.1 10.6 –17.7 –4.9 0.7 0.2 15.4 15.8 –9.2 5.2 7.6 4.9 7.9 7.7 12.7 16.8 16.9 7.3 10.7 10.6 89 Net sales by business area, SEKm H USQVA R N A A NN UA L REP O R T 2 0 0 8 Q UA R T ER LY DATA Corporate Governance Report 2008 90 H USQVA R N A A NN UA L REP O R T 2 0 0 8 H usqva r n a’ s ov er a l l o b jec ti v e is to cr e ate lo n g-ter m va lu e fo r its sh a r eho l d ers a n d other s ta k eho l ders. This r equ ir e s effec ti v e co r p o r ate gov er n a nce w ith a n a ppro pr i ate o rga niz ati o n a l s tru c t u r e, s ys tems fo r inter n a l co ntro l a n d r isk m a n agement, a n d tr a nspa r en c y. Husqvarna is a Swedish public limited liability company that was listed on NASDAQ OMX Stockholm in June 2006. The Group comprises 118 companies and a total of 152 operative entities in more than 40 countries. The Group is governed on the basis of internal and external regulations that include the Articles of Association of Husqvarna AB, the Swedish Companies Act, the NASDAQ OMX Stockholm’s Rule book for issuers, including the Swedish Code of Corporate Governance, and other relevant Swedish and foreign laws and regulations as well as internal codes, policies and guidelines. Husqvarna applies the Swedish Code of Corporate Governance. No deviations from the code were reported in 2008. This report has not been reviewed by the Group’s auditors. Ownership structure The number of shareholders as of 31 December 2008 was 64,555, of which 61,904 in Sweden. About 75% of the total share capital was owned by Swedish institutions and mutual funds, about 12% by foreign investors, and about 13% by private Swedish investors. Investor AB has been the largest single shareholder since 2006, holding 15.4% of the capital and 28.7% of the voting rights, as of year-end 2008. Information on shareholders and the ownership structure is updated quarterly on the Group’s web site. Share capital and voting rights The share capital in Husqvarna at year-end 2008 amounted to SEK 770m, comprising 98,380,020 A-shares and 286,756,875 B-shares. Each A-share carries one vote, and each B-share 1/10 of a vote. All shares entitle equal rights in terms of the com pany’s assets and earnings, and carry equal rights in terms of dividends. The Board of Directors has decided to implement a rights issue of SEK 3 billion, subject to approval by a General Meeting of Shareholders. For more information see page 33 in the Report by the Board of Directors. General Meeting of Shareholders The decision-making rights of shareholders in Husqvarna are exercised at general meetings of shareholders. Participation in decision-making requires the shareholder’s presence at the meeting, either in person or through a proxy. In addition, the shareholder must be registered in the share register as of the record date, i.e. five days prior to the meeting, and must provide notice of participation in accordance with the notice of the meeting. Decisions at the meeting are normally made by simple majority. However, for some issues the Swedish Companies Act stipulates that a proposal must be approved by a higher proportion of the shares and votes represented at the meeting. Individual shareholders who wish to have a specific issue in cluded in the agenda of a shareholders’ meeting can request the Board to do so by sending an e-mail to [email protected]. This address is also posted at the Group’s web site. According to the Swedish Companies Act, the Annual General Meeting must be held within six months after the end of the accounting year. The AGM decides on such issues as adoption of the annual accounts, dividends, election of Board members and of auditors when required, fees to Board members and auditors, principles for remuneration to management, and other important matters. An Extraordinary General Meeting may be convened at the discretion of the Board of Directors or if requested by the au ditors or by shareholders owning at least 10% of the shares. Shareholders may communicate in writing with the Board regarding matters that pertain to the general meeting by sending an e-mail to [email protected]. Annual General Meeting 2008 In 2008 the AGM was held on 23 April in Jönköping. It was attended by approximately 400 shareholders, either personally or by proxy. They represented 52.9% of the shares and 61.9% of the votes. All Board members elected by the previous AGM were present, as were Group management, and the auditor in charge. The President and CEO reported on the main aspects of the Group’s operations during the preceding accounting year. Decisions by the AGM included the following: • The annual accounts for 2007 was adopted, and the Board and the President were discharged of liability for 2007. • A dividend of SEK 2.25 per share for 2007. • Re-elected Board members: Bengt Andersson, Peggy Bruzelius, Robert F. Connolly, Börje Ekholm, Tom Johnstone, Anders Moberg, Gun Nilsson and Lars Westerberg. Ulf Lundahl was elected as new Board member. Lars Westerberg was re-elected as Chairman of the Board. • Fees for Board members totalling SEK 5,345,000 were author ized, of which SEK 1,600,000 for the Chairman and SEK 460,000 for each of the other members who are not employed by the Group. Fees for members of the Audit Committee was set at SEK 175,000 for the committee chairman and SEK 75,000 for the members, and for the Rumeneration Committee at SEK 100,000 for the chairman and SEK 50,000 for each of the other members. In addition, CO R P O R AT E Governance R eport 2 0 0 8 Governance structure Shareholders Nomination Committee Annual General Meeting Board of Directors External Audit Audit Committee Internal Audit Remuneration Committee President and CEO Internal Boards Group Management, others External regulations • Swedish Companies act (2005:559) Internal regulations • Articles of Association • NASDAQ OMX Stockholm’s Rule of book for issuers • Swedish Code of Corporate Governance • Board of Director’s rules of procedure, incl. instruction for the President and CEO H USQVA R N A A NN UA L REP O R T 2 0 0 8 • Swedish Accounting Act • Policies for Communication, Finance and Credit etc. 91 • Global Purchasing Council • Group Staff Council • Finance Board • International Financial Reporting Standards, IFRS • Processes for internal control and risk management • Legislation of other relevant countries • Husqvarna’s Code of Conduct Group Staffs Consumer Products Professional Products Sector Management Sector Management Forestry North America Rest of the World Rest of the World Massmarket Dealers Lawn and garden Construction Major regulations affecting the governance of Husqvarna • Manuals incl. accounting The 10 largest shareholders Ownership structure % 100 80 60 40 20 0 10 25 Capital, % 100 200 Votes, % Source: SIS Ägarservice as of 31 December 2008. Share of votes, % Investor AB 15.4 28.7 Alecta Mutual Pension Insurance 8.4 6.2 Swedbank Robur Investment Funds 6.8 2.1 AFA Insurance 4.6 3.4 SEB Investment Funds & SEB Trygg Liv 4.6 2.1 LE Lundbergföretagen 4.3 13.1 AMF Insurance & Pension Investment Funds 4.1 3.2 Fourth Swedish National Pension Fund 2.2 1.3 Second Swedish National Pension Fund 2.0 0.6 SHB Investment Funds & Life Insurance The largest owners Share of capital, % 1.7 1.3 Total, 10 largest shareholders 54.1 62.0 Total, Board of Directors and Group Management <0,2 <0,1 Source: SIS Ägarservice as of 31 December 2008. Most of the shares owned by foreign investors are registered through trustees, which mean that owner identity is not obtainable from Euroclear Sweden AB ( formerly VPC). Accordingly, the major foreign owners are not shown in the table above. CO R P O R AT E Governance R eport 2 0 0 8 payment of a portion of the fee in the form of synthetic shares was authorized in accordance with the proposal by the Nomination Committee. • Fees to auditors were authorized in accordance with the proposal submitted. • Petra Hedengran, Investor AB, Chairman of the Nomination Committee • The principles for remuneration and employment of the President and CEO, and other members of senior management were approved. • Claes Boustedt, LE Lundbergföretagen AB • Ramsay J. Brufer, Alecta Mutual Pension Insurance • A performance-based incentive program (LTI 2008) for senior managers was adopted. • L ars Westerberg, Chairman of the Husqvarna board • Rules for the Nomination Committee’s composition and work were approved. • Buy-back and transfer of own shares in accordance with commitments in Husqvarna’s incentive programs. • The Board was authorized to issue new shares to a maximum of 38.5 million A- or B-shares during the period prior to the AGM 2009, in order to facilitate acquisitions. H USQVA R N A A NN UA L REP O R T 2 0 0 8 The minutes of the AGM 2008 are available at www.husqvarna.com. 92 Nomination Committee for the AGM 2009 The Nomination Committee for the AGM 2009 consists of the following members: AGM 2009 The Husqvarna Annual General Meeting for 2009 will be held on 23 April 2009 at the Elmia Congress Centre in Jönköping, Sweden. Shareholders wishing to have an issue dealt with by the AGM should submit a proposal by e-mail to [email protected]. Nomination Committee In accordance with a decision by the AGM 2008, Husqvarna has a Nomination Committee that consists of one representative of each of the four largest holders of voting rights together with the Chairman of the Board. The names of these representatives and the shareholders that they represent shall be announced publicly at least six months prior to the AGM. Selection of the four shareholders is based on known holdings of voting rights as of 31 August 2008. In case of changes in major shareholders in the course of the nomination process, the composition of the Nomination Committee may be changed accordingly. The Nomination Committee’s tasks include preparing a proposal for the AGM regarding the following: • Chairman of the AGM • Board members • Chairman of the Board • Fees to the Board, including the Chairman, and fees for members of committees • Fees to auditors • Composition of the Nomination Committee and its tasks for the coming year. The Nomination Committee should also submit proposals for the election of auditors when this is to be decided by the AGM. The Nomination Committee is then assisted by the Audit Committee which, among other things, informs the Nomination Committee of the results of the evaluation of the audit work. Shareholders wishing to submit proposals to the Nomination Committee may do so by e-mail to nominationcommittee @husqvarna.se. The committee’s proposal shall be announced publicly in connection with or prior to the notice of the AGM. • Anders Elsell, Investment AB Öresund The names of the shareholders’ representatives were announced in a press release on 8 October 2008. The Nomination Committee’s proposal to the AGM in 2009 includes the following: • Unchanged number of Board members to be elected by the AGM (9 members). • Re-election of Lars Westerberg, Peggy Bruzelius, Börje Ekholm, Tom Johnstone, Ulf Lundahl, Anders Moberg, Gun Nilsson and Robert F. Connolly. Bengt Andersson declines re-election. Election of Magnus Yngen, President and CEO of Husqvarna, as new Board member. • Re-election of Lars Westerberg as Chairman of the Board, and proposed Chairman of the AGM. • Unchanged Board fees totalling SEK 5,345,000, of which SEK 1,600,000 for the Chairman and SEK 460,000 for other members not employed by Husqvarna. • Portion of fees to be paid in synthetic shares. • Unchanged Committee fees, with SEK 100,000 for the Chairman in the Remuneration Committee and SEK 50,000 for each of the other members. SEK 175,000 for the Chairman in the Audit Committee and SEK 75,000 each for the other members. • Unchanged principles for appointment of Nomination Committee for AGM 2010. The full proposal as well as a report on how the Committee has conducted its work will be publicly announced no later than the date of notification of the AGM, as well as at Husqvarna’s web site. The Nomination Committee’s work during the year The committee held three meetings and the members maintained contact between meetings. The meetings dealt with the Board’s activities as well as its competence, composition and indepedence. The Chairman of the Board presented the results of the Board’s evaluation of its own work. The committee members did not receive remuneration for their work on the committee. The Board of Directors The overall duty of the Husqvarna Board of Directors is to manage the Group’s affairs so as to satisfy the owners’ interests in terms of a good long-term return on capital to the greatest possible extent. The Board’s work is governed by rules and regulations including the Swedish Companies Act, the Articles of Association, the Swedish Code of Corporate Governance and the rules of procedure established by the Board. The Board decides on issues related to the Group’s main goals, strategic orientation and major policies, and on other important issues related to financing, investments, acquisitions and divestments. The Board monitors and deals with, inter alia, CO R P O R AT E Governance R eport 2 0 0 8 Board of Directors Attendance 2008 Lars Westerberg Bengt Andersson3) Peggy Bruzelius Robert F. Connolly Börje Ekholm Tom Johnstone4) Ulf Lundahl5) Anders Moberg Gun Nilsson Malin Björnberg Annika Ögren Carita Spångberg 6) Fredrik Währborg 6) Total Board Chairman Committee member Committee member Committee Chairman Committee Chairman Committee member Committee member Employee representative Employee representative Employee representative Employee representative SE Yes/Yes 11/11 SE SE US US/SE UK SE SE SE SE SE SE SE No/Yes Yes/Yes Yes/Yes Yes/No Yes/Yes Yes/No Yes/Yes Yes/Yes — — — — 11/11 10/11 11/11 11/11 9/11 8/8 10/11 11/11 11/11 11/11 10/11 10/11 11 3/3 5/5 5/5 1/1 3/3 5/5 5 3 Authorized Holdings, Holdings, fees, total number of number of in SEK 2) A-shares B-shares 1,650,000 — 156,000 — 535,000 460,000 635,000 560,000 460,000 510,000 535,000 — — — — 5,345,000 12,000 1,950 300 8,400 660 750 2,760 1,560 30 — — — 28,410 91,484 6,500 1,000 28,000 3,200 2,500 16,200 5,800 100 — — 300 311,084 1) Refers to independence in relation to the the company and management, and independence in relation to major shareholders. 2) In accordance with the resolution by the AGM 2008, 25% or 50% of the Board fee shall be received in synthetic shares, see further under the heading Fees to Board members on page 94. The composition of authorized fees in terms of cash payment and synthetic shares, see Note 24. 3) President and CEO until 1 October 2008. 4) Elected to the Remuneration Committee at the AGM 2008. 5) Elected at the AGM 2008. 6) Deputy. follow-up and control of Group operations, and Group communication and organization, including evaluation of the Group’s operative management. The Board also has the overall responsibility for establishing an effective system for internal control and risk management Rules of procedure and meetings The Board has determined rules of procedure that are reviewed annually and when necessary. These procedures include allocation of tasks to Board members, including the Chairman. The Chairman shall organize and delegate the Board’s work, and also ensure effective implementation of the Board’s decisions as well as annual evaluation of the Board’s performance. The rules of procedure also identify the areas of responsibility for the committees appointed by the Board. In addition, the rules of procedure include detailed instructions to the President and various corporate functions regarding issues that require the Board’s approval, as well as the financial reports and other information that is to be submitted to the Board. Among other things, these instructions specify the maximum amounts that various decision-making functions within the Group are authorized to approve regarding credit limits, investments and other outlays. The rules of procedure stipulate that the constituant meeting of the Board shall be held directly after the AGM. Decisions at this meeting include authorization to sign for the Company. The Board normally convenes on five to six other occasions during the year. Four of these meetings are held in connection with publication of the Group’s annual and interim reports. One or two meetings are held in connection with visits to subsidiaries. At one of the meetings the Board evaluates the performance of the President and CEO without the presence of any member of Group Management. Additional meetings, including telephone conferences, are held when necessary. Husqvarna’s General Counsel is the secretary at the Board. Ensuring quality in financial reporting The rules of procedure include detailed instructions regarding the type of financial and other reports that shall be submitted to the Board. In addition to interim reports and the annual accounts, the Board reviews and evaluates comprehensive financial information. The Board also reviews, primarily through the Group’s Audit Committee, the most important accounting principles applied by the Group in financial reporting, as well as major changes to these principles. The tasks of the Audit Committee also include reviewing reports regarding the Group’s internal control over financial reporting, as well as audit reports submitted by the Internal Audit function. The Group’s external auditors report to the Board as necessary, but at least once a year. At least one of these meetings is held without the presence of the President and CEO or any other member of Group Management. Evaluation of the Board’s performance The Board evaluates its activities annually with regard to the rules of procedure, the working climate, the alignment of the Board’s work, and access to and need for special competence. The focus of the evaluation is on Husqvarna-specific items. The evaluation is then followed up by personal feedback meetings with the Chairman. The results of the evaluation are reported to the Nomination Committee and comprise input for the nomination procedure, in which the Nomination Committee evaluates the composition of the Board and the fees to members. The work of the Board Chairman is also evaluated separately under the management of the Chairman of the Remuneration Committee. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Name Indepen Board dence1) meetings Remuner ation Commit tee 93 Nationalit y Audit Commit tee CO R P O R AT E Governance R eport 2 0 0 8 94 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Composition of the Board The Husqvarna Board of Directors shall consist of not less than five and not more than ten members with not more than three deputies, all of whom are elected by the AGM for a period of one year. The Husqvarna Board currently comprises nine members elected by the AGM. Two additional members, with dep uties, are appointed by the Swedish employee organizations, in accordance with Swedish labor laws. The members of the Board of Husqvarna have a mix of competence and experience in terms of e.g. management of international industrial companies, financial expertise, sale and marketing of consumer goods, and knowledge of retailing business. With the exception of Bengt Andersson, who was President and CEO until 1 October 2008, none of the Board members is part of Group management. Two of the members elected by the General Meeting of shareholders are not Swedish citizens, and two are women. For additional information regarding Board members, see page 100. Independence of Board members The composition of the Board is considered to be in compliance with the requirements for independence stipulated by NASDAQ OMX Stockholm. None of the Board members is employed by the Group, with the exception of Bengt Andersson. The Nomination Committee’s assessment of whether each of the proposed Board members is in compliance with these independence requirements shall be published together with the Nomination Committee’s proposal. Fees to Board members Fees to the Board members are determined by the AGM. In accordance with the proposal by the Nomination Committee, the AGM 2008 approved total fees to the Board in the amount of SEK 5,345,000. The AGM also authorized payment of a portion of the fees in the form of synthetic shares. Authorized fees to individual Board members are reported in the table below. Fees to the Board 2006–20081) SEK 2008 Chairman Board member Chairman Audit Committee Member Audit Committee Chairman Remuneration Committee Member Remuneration Committee Authorized fees, total 2007 2006 1,600,000 460,000 1,500,000 437,500 1,500,000 437,500 175,000 175,000 175,000 75,000 75,000 75,000 100,000 100,000 100,000 50,000 5,345,000 50,000 5,087,500 50,000 5,087,500 1) R efers to fees prior to the AGMs in 2009, 2008 and 2007 respect ively. For information about the composition of the 2008 fees in terms of cash payment and synthetic shares, see Note 24. Synthetic shares Synthetic shares are not financial instruments in the legal sense. They are a cash payment based on the trend for the trading price of the Husqvarna B-share. Fees to the Board are thus linked to the long-term development of the company. Board members may opt to be paid in synthetic shares corresponding to either 25% or 50% of the Board fee before taxes, excluding fee for committee work. For administrative reasons, Board members who are resident outside Sweden and not subject to Sweden and not subject to Swedish tax may opt to receive the entire fee as a cash payment. After five years, i.e. in 2013, a holder of synthetic shares is entitled to receive a cash payment per share that corresponds to the average trading price of the B-share at the time of payment. The Board’s activities in 2008 In the course of the year the Board held seven scheduled meetings and four extraordinary meetings. Three of the scheduled meetings were held in Stockholm, two in Huskvarna, one in Jonsered, in connection with a visit to the Husqvarna Construction operation, and one by telephone. All the extraordinary meetings were held by telephone. The Board deals on a continuous basis with strategic questions that include Husqvarna’s operations and orientation, acquisitions and monitoring of them, all investments greater than SEK 50m, and changes in the credit limits for major customers. The financial statements and the annual report are dealt with at the beginning of the year, as are the matters to be presented at the AGM. The budget for the following year and the Group’s long-term plan are dealt with at the end of the year. A report on committee activities between meetings is presented at each scheduled meeting. Current litigation if any is reviewed quarterly. In addition to the standard activities, in 2008 the Board also dealt with the following issues: • A ppointment of Magnus Yngen as new President and CEO, succeeding Bengt Andersson. Following determination of criteria and a comprehensive recruiting process, Magnus Yngen was appointed President as of 1 October 2008. Magnus Yngen was chosen on the basis of his previous experience of managing a global operation that included responsibility for product development, production, marketing, brand-building and sales. • Adjustment of operations in view of the decline in market conditions resulting from the financial crisis and the global downturn in the business cycle. In September the Board authorized personnel cutbacks totalling approximately 900. • Acquisition of the outdoor operation of the Taiwanese company Jenn Feng and two smaller companies that supply products to the construction industry. All Board meetings followed an agenda, which together with documentation for each item was sent to all Board members approximately one week prior to each meeting. Each scheduled Board meeting begins with a review by the President of the Group’s results and the current business situ ation, including important external factors that could affect the Group’s development. Husqvarna’s CFO then reports on the CO R P O R AT E Governance R eport 2 0 0 8 The Annual Report for 2008 was approved at the ordinary Board meeting on 19 February 2009. Remuneration Committee The overall duty of the Remuneration Committee is to propose principles for remuneration to members of Group Management. The Remuneration Committee presents proposals to the Board of Directors regarding targets and criteria for variable remuneration, the relationship between fixed and variable salary, changes in fixed or variable salary, long-term incentives, pension terms and other benefits. The Committee comprised three Board members: Peder Ramel, Chairman until the AGM 2008, and Anders Moberg and Lars Westerberg as members. Peder Ramel was succeeded by Tom Johnstone as Chairman as of the AGM 2008. The Director of Human Resources, serves as the committee’s secretary. At least two meetings shall be held annually. In 2008, the committee held three meetings that included discussions of the issues below: 17 January in Stockholm • Remuneration to the President and CEO, and other members of Group Management. 8 February in Stockholm • Long-term incentive program for 2008. 2 December in Stockholm • Remuneration to the President and CEO, and other members of Group Management. • Long-term incentive program for 2009. Audit Committee The overall duty of the Audit Committee is to support the Board in monitoring the accounting and financial reporting processes, including the adequacy and the effectiveness of internal controls, as well as the effectiveness of disclosure controls and procedures for external reporting. The Audit Committee also assists the Board of Directors in monitoring the audit of the financial statements, including related disclosures. This includes reviewing the objectivity and independence of the external auditors, monitoring their work, evaluating their performance, and if necessary recommending their replacement. In addition, the Audit Committee is tasked with supporting the Nomination Committee in preparing proposals for election of external auditors and for auditor’s fees. The Audit Committee also reviews the Group’s Internal Audit function regarding organization, staffing, budget, plans, results and reports. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Overview of issues dealt with at Board meetings in 2008: 14 February, ordinary meeting in Stockholm • Financial statements and Consolidated Report for 2007 • Information and report from auditors • Proposals for the AGM • Acquisition of Jenn Feng’s operation in outdoor products • Resolution of acquisition of the US company Meco’s oper ation in concrete saws 6 March extraordinary meeting, by telephone • A pproval of Annual Report for 2007 23 April, ordinary meeting in Huskvarna and constituent meeting of Board following AGM • Interim report for January–March 2008 • A pproval of revised Code of Conduct • Resolution of acquisition of Sandvik Nora AB’s operation in diamond tools 23 May, extraordinary meeting, by telephone • A ppointment of new President and CEO Magnus Yngen 3 June, ordinary meeting in Jonsered • Board’s rules of procedure • A pproval of strategic business plans for Group and sectors 17 July, ordinary meeting, by telephone • Interim report for first half of 2008 16 September, extraordinary meeting, by telephone • Decision on profit-warning for Q3 and announcement of cost-reduction measures 22 October, ordinary meeting in Stockholm • Interim report for first nine months 2008 • Board’s evaluation of own performance, repurchase of shares 3 December, ordinary meeting in Stockholm • Renewal and update of Board’s rules of procedure and guidelines • A pproval of credit limits for major customers 22 December, extraordinary meeting, by telephone • A pproval of budget and long-term plan • Decision on profit-warning for Q4 Committees The Board has appointed a Remuneration Committee and an Audit Committee, whose activities are mainly preparatory and advisory. The Board may also delegate decision-making authority to a committee for specific issues. 95 Group’s financial position, including cash flow and capital structure, and when appropriate presents economic analysis and overviews. Members of Group management and Board committees report on open issues from previous meetings, if necessary. In addition to the information provided during the meetings, the President and CEO sends a monthly report to all Board members and maintains continuous contact with the Chairman of the Board. CO R P O R AT E Governance R eport 2 0 0 8 The Audit Committee comprises three Board members: Börje Ekholm (Chairman), Peggy Bruzelius and Gun Nilsson as members. The committee’s meetings are attended by the Chief Financial Officer, the General Counsel and the head of Internal audit, who is also the committee’s secretary. At least three meetings shall be held annually. After each meeting the Audit Committee reports to the Board as a whole. Minutes are taken of all meetings and are available to Board members and auditors. In 2008 the committee held five meetings that included discussions of the issues below: 96 H USQVA R N A A NN UA L REP O R T 2 0 0 8 7 February in Stockholm • Auditors reported results of audit of accounts for 2007 • Internal auditors reported on internal audits in the US, Brazil and Huskvarna, Sweden • The Board’s dividend proposal to the AGM • Long-term financing • The draft of the Annual Report for 2007, and the Consolidated Report for 2007. 16 April in Stockholm • Draft of the interim report for January–March 2008 • P wC’s audit plan for 2008 • Monitoring of the acquisitions of Klippo and Jikai • Draft of revised Code of Conduct. 15 July by telephone • Draft of the interim report for January–June 2008 20 October in Stockholm • Draft of interim report for first nine months, and the external auditors report on the review of the interim report • Loan facilities, evaluation of financial activities • Reports on internal audits in China, Canada, the Czech Republic, France and Japan. • Report on audit of IT activities. 26 November in Stockholm • The external auditors reported on results of the hard-close procedures. • Reports on risk analysis • Timetable and audit process for 2008, effect of IFRS 2009 on financial reporting, updating of financial policy. External auditors At an Extraordinary General Meeting on 27 January 2006 PricewaterhouseCoopers AB (PwC) was appointed as the Company’s external auditor, with Anders Lundin (auditor-in- charge) and Christine Rankin Johansson, for the period until the AGM in 2010. PwC provides an audit opinion on the financial statements and the annual report for Husqvarna AB, the consolidated financial statements for the Husqvarna Group, the administration of Husqvarna AB, and the financial statements of Husqvarna’s subsidiaries. The audit is conducted in accordance with the Swedish Companies Act and generally accepted Swedish auditing standards issued by FAR SRS, which are based on Generally Accounting Auditing Standards issued by the International Federation of Accountants (IFAC GAAS). Audits of local statutory financial statements for legal entities outside of Sweden are performed in accordance with laws or other applicable regulations in the respective countries, and in accordance with IFAC GAAS, including issuance of audit opinions for the various legal entities when required. The auditors attend the meetings of the Audit Committee and report to the Board of Directors when appropriate, but at least once annually. In addition to the annual audit of the financial statements, in 2008 the auditors reviewed selected items in the balance sheets and income statements of major Group units as of 30 September 2008, known as hard-close audit procedures, in order to identify possible auditing issues in good time prior to the closing of accounts. The results of their review have been discussed with Group management and reported to the Audit Committee. The interim report for January-September 2008 has been reviewed by the external auditors. Prior to the AGM 2008 the auditors reviewed the Board’s proposal for remuneration and other terms of employment for Group Management in Husqvarna. Fees to auditors SEKm Audit fees, PwC Non-audit fees, PwC Audit fees, other auditors Total 2008 2007 2006 21 2 17 6 15 1 1 24 7 30 0 16 Fees to PwC for non-audit assignments refers to fees for confirmatory and similar services, due diligence in connection with acquisitions, and tax consultancy. For further information on fees paid to the auditors, see Note 25 on page 82. For information on the auditors and their other audit assignments, see page 101. President and CEO Magnus Yngen Legal Affairs CFO Olle Wallén Bernt Ingman Human Resources Communications & Investor Relations Lars Worsøe-Petersen Åsa Stenqvist Consumer Products North America Rest of the World Rest of the World Massmarket Dealers Roger Leon Martin Bertinchamp Hans Linnarson Professional Products Lawn and Construction garden Bo Andreasson Hans Linnarson Anders Ströby Forestry Magnus Yngen took on the position as President and CEO on 1 October 2008. He succeeded Bengt Andersson. On 1 July Roger Leon was appointed Head of Consumer Products North America, succeeding Robert E. Cook. For information on members of Group Management, see page 102. CO R P O R AT E Governance R eport 2 0 0 8 The President and Group Management In addition to the President and CEO, Group Management includes five sector heads and four Group staff heads. The President is appointed by the Board and is responsible for ongoing management of the company in accordance with the Board’s guidelines and instructions. These instructions include responsibility for financial reporting, preparation of information and input for decisions, and ensuring that commitments, agreements and other legal documents do not conflict with Swedish or foreign laws and regulations, including those related to competition. The President shall also ensure compliance with goals, policies and strategic plans, as well as updating of these when necessary. The President appoints all members of Group Management. The sector heads are responsible for the results and balance sheets of their respective sectors. Overall management of the sectors is implemented through operative meetings, which are held quarterly. These meetings are chaired by the President, and are attended by the heads of the sectors. The Group staffs are responsible for coordinating Groupwide issues, developing policies and guidelines, and using these to support the business sectors. The Group staffs are also responsible for consolidation and reporting on financial results, financing, risk management and legal issues, as well as contacts with various stakeholders, including employees and the media, and the capital market. Internal boards As support for the President and Group management, Husqvarna has established internal boards in the following areas: The Global Purchasing Council (GPC) is a decision-making forum that coordinates the Group’s purchasing globally and across business sectors. The GPC ensures transparency in the purchasing process as well as uniformity in terms of working methods, purchasing tools, contracts and processes throughout the organization. The Group Staff Council comprises the staff heads who meet regularly and decide primarily on administrative policy and personel issues as well as pensions. The Finance Board is an internal board which ensures that the financial policy authorized by the Board of Directors is communicated and complied with throughout the Group. This policy includes guidelines for organization and management of the Group’s financial operations, permissible risk exposure, levels of risk, and how they are to be reported. The Finance Board comprises the President, the Chief Financial Officer and the Head of Group Treasury. Principles for remuneration to senior managers The general principles for remuneration to Group Management are based on the position held, individual performance, Group income for the period, and maintaining competitive remuner ation in the country of employment. The overall remuneration package for senior managers comprises fixed salary, variable salary in the form of short-term incentives based on annual performance targets, long-term incentives, pensions and other benefits. Husqvarna aims at offering a competitive total remuner ation with a focus on “pay for performance”. This means that variable remuneration represents a significant proportion of total remuneration. The variable salary for the President is based on an annual target for value created within the Group. For the Group’s sector heads, variable remuneration is based on value created in each sector. For Group staff heads, the variable salary is based on value created for the Group. For more information on remuneration, see Note 24. Remuneration to Group Management SEKt President and CEO1) President and CEO, former2) Group Management, other Total Fixed salary Variable salary Pension costs Long-term incentive Total 2008 Total 2007 4,156 7,880 26,505 38,541 — — — — 860 9,109 11,534 21,503 — — 441 441 5,016 16,989 38,480 60,485 — 15,607 57,681 73,288 1) F ixed salary includes fixed salary for the period October to December (SEK 1,437,500), fixed amount instead of variable salary (SEK 718,750) and compensation for the loss of right to allocation from long-term incentive programs with the former employer (SEK 2,000,000). 2) T he former President Bengt Andersson retired 1 October 2008, but his employment continues until 30 June 2009, when he attains the retirement age of 65. The cost of his remuneration in 2009 has been taken in 2008. For more information on remuneration to senior management, see Note 24. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Management and corporate structure Husqvarna’s operations comprise two business areas, Consumer Products and Professional Products, and six business sectors. In addition, the organization comprises four Group staffs. The structure of the Group is decentralized. Overall management of operations is conducted largely through quarterly operational reviews within sectors. The corporate culture is non-bureaucratic in order to enable rapid decision-making, and features cost-efficiency as well as a focus on products and customers. Operations shall be conducted with due responsibility for the environment, society in general, and ethical principles. Group Management holds monthly meetings to review the previous month’s results, update forecasts and plans, and discuss strategic issues. In addition, weekly meetings are held by telephone. 97 Internal auditors Husqvarna maintains a function for internal audit that reports directly to the Audit Committee and the Chief Financial Officer. For more information on internal audit activities, see page 99. CO R P O R AT E Governance R eport 2 0 0 8 Value creation Value creation is the basis for variable remuneration to the President and Group Management. Value created links operating income and asset efficiency with the cost of the capital employed in operations, and is measured as operating income less the weighted average cost of capital (WACC) on average net assets. Value created is measured by total Group, business area, sector, product category and region. Financial reporting and disclosure Husqvarna provides the market with information about the development of the Group and its financial position on an ongoing basis. The Board has adopted an Information Policy that complies with the requirements for an information policy in the NASDAQ OMX Stockholm’s Rule book for issuers. The policy applies to the Board and Group management, and covers both written and oral information. Financial information is issued regularly in the form of: • Interim reports, published as press releases. • The Husqvarna Annual Report. 98 H USQVA R N A A NN UA L REP O R T 2 0 0 8 • Press releases on news and important issues. • Presentations and telephone conferences for analysts, investors and media representatives on the day of publication of the quarterly and full-year results, and in connection with release of important news. • Presentations for financial analysts and investors in connection with Capital Market days, Road Shows, etc. All reports, presentations and press releases are published simultaneously at http://corporate.husqvarna.com INTERNAL CONTROL OVER FINANCI AL REPORTIN G Husqvarna’s process for internal control is designed to manage and minimize the risk of inaccuracy in financial reporting. Description and evaluation of the Group’s internal control activities is based on the framework developed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The framework comprises five areas, i.e. the control environment, risk assessment, control activities, information and communication, and monitoring. The organization of internal control is described below. The description is limited to internal control over financial reporting. Control environment Internal control over financial reporting is based on the overall control environment. This involves clear definitions of organizational structure, decision-making paths and authority, which are communicated in the form of internal control documents such as policies, guidelines, manuals and codes. The control environment also includes laws and external regulations. The Board of Directors is ultimately responsible for internal control over financial reporting. Efficient performance by the Board is thus the basis for satisfactory internal control. The Husqvarna Board has established rules of procedure and clear instructions for its work, which also include the activities of the Audit and Remuneration Committees. The overall duty of the Audit Committee is to support the Board’s supervision of the auditing and reporting processes, and to ensure the quality of such reports and processes. The activities of the Audit Committee during the year are described in greater detail on page 95. Responsibility for maintaining an effective control environment as well as the ongoing work on risk management and internal control over financial reporting is delegated to the President. This responsibility is in turn delegated to managers within their specific areas at various levels in the company. Husqvarna’s internal audit function reports directly to the Audit Committee and to the Group’s Chief Financial Officer. Responsibility and authority are defined inter alia in instructions to the President, instructions regarding the right to sign for the company, manuals, various policies, routines and codes. The Board defines the Group’s major policies for communication, customer credits, financing and risk management, as well as the Code of Conduct. Group management defines other policies and instructions, and the relevant Group staffs issue guidelines and also monitor implementation of all policies and instructions. Group rules for auditing and reporting are stipulated in an accounting manual that is available for all personnel in economy and finance. These internal control documents are reviewed and updated regularly with reference to e.g. changes in legislation, auditing standards and listing requirements. Risk assessment Items in the balance sheet and the income statement that are based on estimates or generated by complex processes are relatively more exposed to the risk of error than are other items. Major items in this respect include goodwill and other immaterial assets as well as provisions in captive insurance companies and allocations to pension funds. The Group’s internal audit function performs an annual risk analysis to identify such items and quantify risks. The results of risk analysis and evaluation are reported to the Audit Committee and are subsequently taken into account in the annual internal audit plans. Control activities Control activities are designed to prevent, identify and correct errors and deviations. Husqvarna has defined internal control standards, i.e. specifications of the control activities that must be included in each business process in order to ensure and maintain a uniform level of internal control over financial reporting within the Group. Control activities are integrated in Husqvarna’s processes for accounting and financial reporting, and include routines for authorization and signing for the company, reconciliation of bank balances and accounts, analysis of results, segregation of duties, automatic controls integrated in IT-systems, and control of the basic IT environment. Husqvarna maintains the following control processes for financial reporting: Controlling Each operative unit has a controller whose responsibilities include ensuring that the unit’s internal controls comply with Group standards, as well as compliance with Group guidelines and principles as stated in Husqvarna’s Accounting Manual. The controller is also responsible for ensuring that financial information is correct and complete and is delivered on time. In addition, controllers at sector and Group level have corres ponding responsibilities. CO R P O R AT E Governance R eport 2 0 0 8 Group management The monthly meetings of Group management include a review of the monthly results for the Group and for operative units, as well as updated forecasts, plans and strategic issues. Self-assessment Each reporting operative unit submits an annual Control SelfAssessment regarding the status of its area of responsibility that is subject to internal control. The self-assessment report is signed by the controller. The assessment is based on a comprehensive questionnaire designed to measure the extent of compliance with defined requirements. The unit measures its own compliance. The results of self-assessment are collated at Group level for evaluation of control routines, and are submitted to the Audit Committee. Routines related to acquisitions Husqvarna has established guidelines and routines designed to ensure that acquisitions of operations are accurately analyzed in terms of financial, operational and environmental consequences. Acquisitions are evaluated at 12- and 24-month intervals following the transaction. Evaluations are reported to the Audit Committee and the Board. Financial reporting Detailed financial data are reported every month by approximately 150 reporting units, in accordance with the standardized routines for reporting that are stipulated in Husqvarna’s accounting manual. These reports are the basis for the Group’s consolidated financial reporting. Consolidation is performed from both legal and operative perspectives, which generates quarterly legal reports and monthly operative reports. All consolidation is centralized. All financial reports are stored in a central database from which data are retrieved for analysis and monitoring at Group, business-area and sector level. Interim reports are posted on the Husqvarna web site. Internal audit The internal audit function is tasked with developing and improving internal controls over financial reporting. The work of the auditors conforms with the annual plan by the Audit Committee, which includes both scheduled and unscheduled audits. The function reports to the Audit Committee and the Group’s Chief Financial Officer. The Group’s function for internal audit performs independent and objective reviews in order to evaluate and enhance the efficiency of internal controls. This function also completed special assignments in 2008. The internal auditors report to the Audit Committee regarding their observations and recommendations for improvement of internal control over financial reporting. Information and communication Husqvarna maintains information and communication systems to ensure that financial reporting is correct and complete. Accounting manual and other instructions for reporting are updated when necessary and are reviewed quarterly. In add ition to other policies that are relevant to internal control over financial reporting, such as investment routines and credit policy, can be accessed on the Group’s intranet by all relevant personnel. Changes in accounting are communicated and explained in quarterly newsletters from the Group accounting function. Whistle Blower line For several years the Group’s operation in the US has maintained an Alert Line, also known as a Whistle Blower line, that enables employees to contact an independent third party and report actions or events that involve violations or suspected violations of e.g. laws or guidelines. In the autumn of 2008 a global Alert Line was established in several languages for the entire Group. Information available at www.husqvarna.com includes • The company’s Articles of Association • The Husqvarna Code of Conduct • Information from previous AGMs, e.g. notices, minutes • Corporate Governance reports from previous years • Annual reports, Interim reports • Presentations H USQVA R N A A NN UA L REP O R T 2 0 0 8 Letter of representation Since 2007 Husqvarna has a system for confirmation of the final accounts, according to which each company head and the controllers for various reporting units sign a letter of representation confirming that the financial report package presents a true and accurate picture of the Group’s financial position and has been prepared in accordance with the Group’s accounting standards. Monitoring Husqvarna maintains a comprehensive financial reporting system for monitoring of operations, which enables identification of possible deviations in financial reporting at an early stage. Husqvarna applies IFRS. This is defined in the Husqvarna Accounting Manual, which includes rules for accounting and evaluation principles that are mandatory for all Husqvarna companies, as well as instructions for reporting. The manual is reviewed and updated quarterly. Compliance with the Accounting Manual is monitored continuously at Group and sector level. In 2008, letters of representation confirming compliance with the manual and other policies and instructions were received from all subsidiaries. 99 Country Officers A Country Officer is appointed by Husqvarna in each country where the Group operates subsidiaries. The officer’s duties include safeguarding the interests of the Group’s owners as well as identifying and reporting risks in such areas as fiscal regulations and other legislation. 10 0 H USQVA R N A A NN UA L REP O R T 2 0 0 8 BOA R D O F DI R EC TO R S A N D AU DI TO RS Top, from left: Lars Westerberg, Peggy Bruzelius and Bengt Andersson. Gun Nilsson, Börje Ekholm and Robert F. Connolly. Fredrik Währborg and Annika Ögren. Anders Moberg and Malin Björnberg. Tom Johnstone, Carita Spångberg and Ulf Lundahl. Bengt Andersson Born 1944. Mech. Eng., Elected 1991. Other major assignments: Board member of KABE AB. Chairman of Jönköping University Foundation, Sweden. Previous positions: President and CEO of Husqvarna AB 2006 –1 October 2008. Senior management positions within AB Electrolux; Head of Consumer and Professional Outdoor Products and Senior Executive VicePresident 2002–2006. Head of Professional Outdoor Products and Executive VicePresident 1997. Product-line Manager for Forestry and Garden Products 1991, and Flymo 1996. Product-line Manager for Outdoor Products North America 1987. Holdings in Husqvarna: 12,000 A-shares, 91,484 B-shares. Peggy Bruzelius Born 1949. M. Econ., Hon. Doc. in B.A., Stockholm School of Economics, Sweden. Elected 2006. Member of the Audit Committee. Other major assignments: Board Chairman of Lancelot Asset Management AB and Swedish National Agency for Higher Education. Deputy Chairman of AB Electrolux. Board member of Akzo Nobel n.v., Axfood AB, Industry and Commerce Stock Exchange Committee, Axel Johnson AB, Scania AB, Syngenta AG and the Association of the Stockholm School of Economics. Previous positions: Executive Vice-President of SEB, Skandinaviska Enskilda Banken AB 1997–1998. President and CEO of ABB Financial Services AB 1991–1997. Holdings in Husqvarna: 1,950 A-shares, 6,500 B-shares. Robert F. Connolly Born 1943. B.A., Rochester Institute of Business, New York, USA. Elected 2006. Other major assignments: Previous positions: Executive Vice-President and Chief Marketing Officer Wal-Mart Stores Inc. 2001–2006. Positions in merchandising and marketing 1996–2006 and 1989–1993, Wal-Mart Stores Inc. Executive VicePresident as well as positions in merchandising, Montgomery Ward & Company Inc., 1994–1995 and 1987–1989. Holdings in Husqvarna: 300 A-shares, 1,000 B-shares. Börje Ekholm Born 1963. MBA, INSEAD, France and M. Sc. Eng., Royal Institute of Technology, Stockholm, Sweden. Elected 2006. Chairman of the Audit Committee. President and CEO and Board member of Investor AB. Other major assignments: Board member of AB Chalmersinvest, EQT Partners AB, KTH Holding AB, Lindorff Group AB, Scania AB, Telefonaktiebolaget LM Ericsson and University Board of KTH. Previous positions: Senior management pos itions in the Investor Group since 1995. President of Investor Growth Capital Inc. 1998–2005. Responsible for New Investments 1999 and Executive Vice-President of Investor AB 1997. Holdings in Husqvarna: 8,400 A-shares, 28,000 B-shares. Tom Johnstone Born 1955. M.A., University of Glasgow, Hon. Doc. in B.A., University of South Carolina, USA. Elected 2006. Chairman of the Remu neration Committee. President and CEO and Board member of AB SKF. Other major assignments: Board member of the Association of Swedish Engineering Industries. Previous positions: Senior management pos itions within AB SKF since 1987. Executive Vice-President of AB SKF 1999–2003. President Automotive Division 1995–2003. Holdings in Husqvarna: 660 A-shares, 3,200 B-shares. Anders Moberg Born 1950. Elected 2006. Member of the Remuneration Committee. Other major assignments: Board Chairman of Clas Ohlson AB. Board member of DFDS A/S, Denmark and Byggmax AB. Previous positions: CEO of Majid Al Futtaim Group, 2007–2008. President and CEO of Royal Ahold 2002–2007. Division President International of Home Depot, USA, 1999– 2002. President and CEO of IKEA Group 1986–1999. Holdings in Husqvarna: 2,760 A-shares, 16,200 B-shares. Gun Nilsson Born 1955. M. Econ., Stockholm School of Economics, Sweden. Elected 2006. Member of the Audit Committee. CFO of Nobia AB. Other major assignments: Board member of Hexagon AB. Previous positions: President of Gambro Holding AB 2007–August 2008. Senior management positions within Duni AB 1993–2007. Executive Vice President, deputy CEO and Head of Corporate Development 2002–2007. CFO 1993 and responsible for Corporate Communications 1999–2001. Finance Director of Bonnier Affärsinformation 1987–1993. Holdings in Husqvarna: 1,560 A-shares, 5,800 B-shares. Ulf Lundahl Born 1952. M. of Laws and MBA, Lund University, Sweden. Elected 2008. Executive Vice President and deputy President of L E Lundbergföretagen AB. Other major assignments: Board Chairman of Enskilda Gymnasiet. Board member of Holmen AB, Cardo AB, Indutrade AB, Ramirent Oy, Stockholm City Fire Insurance Office and Handelsbanken, Regional Bank Stockholm. Previous positions: Senior adviser of L E Lundbergföretagen AB 2003–2004, President of Danske Securities 2001–2003, President of Östgöta Enskilda Bank / Danske Bank Sverige 1992–2001, President of Nokia Data Sverige 1989–1992, Executive Vice President of Götabanken / GOTA Bank 1983–1989, Strategy consultant SIAR 1976–1983. Holdings in Husqvarna: 750 A-shares, 2,500 B-shares. Employee representatives Members Malin Björnberg Born 1959. Representative of the Federation of Salaried Employees in Industry and Services. Holdings in Husqvarna: 30 A-shares, 100 B-shares. Annika Ögren Born 1965. Representative of the Swedish Confederation of Trade Unions. Holdings in Husqvarna: 0 shares. Deputy members C arita Spångberg Born 1968. Representative of the Swedish Confederation of Trade Unions. Holdings in Husqvarna: 0 shares. Fredrik Währborg Born 1974. Representative of the Federation of Salaried Employees in Industry and Services. Holdings in Husqvarna: 300 B-shares. Auditors PricewaterhouseCoopers AB is appointed auditors for a four-year period until the Annual General Meeting 2010. Anders Lundin PricewaterhouseCoopers AB Born 1956. Authorized Public Accountant, Auditor in charge Other audit assignments include: AarhusKarlshamn, Industrivärlden, Loomis, Melker Schörling AB and SCA. Holdings in Husqvarna: 0 shares. Christine Rankin Johansson PricewaterhouseCoopers AB Born 1964. Authorized Public Accountant. Other audit assignments include: Aditro Group, Deputy auditor Haldex AB. Holdings in Husqvarna: 0 shares. Holdings as of 31 December 2008. 101 Lars Westerberg Chairman Born 1948. M. Sc. Eng., Royal Institute of Technology, Stockholm, Sweden, MBA., Stockholm University, Sweden. Elected 2006. Member of the Remuneration Committee. Other major assignments: Board Chairman of Autoliv Inc. and Vattenfall AB. Board member of AB Volvo and SSAB. Previous positions: President and CEO and Board Member of Autoliv Inc. 1999–2007. President and CEO of Gränges AB 1994–1999. President and CEO of Esab AB 1991–1994. Holdings in Husqvarna: 156,000 B-shares. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Board of Directors and Auditors Group Management 102 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Magnus Yngen President and CEO. Born 1958. M. Eng. Lic.Tech., Royal Institute of Technology, Stockholm, Sweden. Employed 1 October 2008. Previous positions: Head of Major Appliances Europe, Electrolux, 2006–September 2008, Executive VicePresident and member of Electrolux Group Management 2002–2008. Head of the Electrolux Floor-care and Small Appliances business sector 2002. Head of this sectors European operation 2001, Head of Floor Care International operations, 1999. Technical Director in the Electrolux direct sales operation LUX, 1995. Other major assignments: Board member of Duni AB. Holdings in Husqvarna: 25,000 B-shares. Bo Andreasson Head of Forestry. Born 1951. M. Sc. Eng., Chalmers University of Technology, Gothenburg, Sweden. Employed 1982. Member of Group Management since 2006. Previous positions: Head of Forestry, Electrolux, 2002. Head of Accessory Operations 2001. Various management pos itions in research, development and product planning, Electrolux Outdoor Products, 1984–2001. Combustion Engine Engineer in Electrolux Professional Outdoor Products 1982. Holdings in Husqvarna: 591 A-shares, 9,614 B-shares. Martin Bertinchamp Head of Consumer Products Rest of the World, Massmarket. Born 1958. MBA, University of Saarbrücken, Germany. Employed 2004. Member of Group Management since 2007. Previous positions: President and CEO of Gardena AG 2004. President and CEO of Metabo AG 1996. Managing Director of Entrelec SA 1995. Managing Director of Schiele Industriewerke GmbH 1992. Director Administration of Schiele Industriewerke GmbH 1988. Director Controlling of EADS 1986. Controlling, Südzucker AG 1983. Other major assignments: Board Chairman of HUBER Packaging Group GmbH + Co. KG and BEURER GmbH. Board Member of Rothenberger AG, PAUL BAUDER GmbH & Co. and WIHA Werkzeuge GmbH. Holdings in Husqvarna: 0 shares. Roger Leon Head of Consumer Products North America. Born 1954. Graduate of law, Illinois Institute of Technology, Chicago-Kent College of Law, USA. Employed 1989. Member of Group Management since 2008. Previous positions: Various management positions within finance, manufacturing and supply-chain management in White Goods and Outdoor Products North America, Electrolux 1989–2006. Chief Operating Officer of Electrolux Consumer Products North America 2007. Holdings in Husqvarna: 8,292 B-shares. Hans Linnarson Head of Consumer Products Rest of the World, Dealer channel and Commercial Lawn and garden. Born 1952. B.A, Lund University, Sweden, Electr.Eng., Teknikum, Växjö, Sweden. Employed 1994. Member of Group Management since 2006. Previous positions: Head of Consumer Products Rest of the world, Electrolux 2004. Various management positions in product development, marketing and production within Electrolux Major Appliances, Europe 1996–2003. Head of Electrolux Materials Handling product line 1994. Other major assignments: Board member of Beijer Electronics AB and Nibe AB. Holdings in Husqvarna: 14,913 B-shares. Anders Ströby Head of Construction. Born 1953. M. Sc. Eng., Royal Institute of Technology, Stockholm, Sweden. Employed 1980. Member of Group Management since 2006. Previous positions: Head of Garden Equipment and Construction Products, Electrolux 1996–2002. Head of Sales and Marketing for the Husqvarna and Jonsered brands, Electrolux Outdoor Products 1993. Head of Jonsered and Partner Industrial Products 1987. Head of Product Planning in Electrolux Professional Garden Equipment 1985. Holdings in Husqvarna: 5,232 A-shares, 27,025 B-shares. Related parties: 2,520 A-shares, 16,400 B-shares. Changes in Group Management Magnus Yngen took on the position as President and CEO on 1 October 2008. He succeeded Bengt Andersson. Bengt Andersson continues as Board member of Husqvarna AB until the AGM 2009. On 1 July 2008 Roger Leon was appointed Head of Consumer Products North America, succeeding Robert E. Cook who retired with a pension. Bernt Ingman Chief Financial Officer. Born 1954. M. Econ., Uppsala University, Sweden. Employed and member of Group Management since 2006. Previous positions: Executive Vice-President and CFO of Munters AB 1997–2005. Executive Vice-President of Inter Scan Group 1994. Finance Director and Executive Vice-President of Metric Group 1990. Administrative Director of Calor Vanadis AB 1988. CFO of Celpap International 1986. CFO of National Elektro Svenska AB 1985. Other major assignments: Board member of G & L Beijer AB. Holdings in Husqvarna: 25,400 A-shares, 25,348 B-shares. Åsa Stenqvist Head of Group Staff Communications and Investor Relations. Born 1947. B.A., and Degree in Communications, Stockholm University, Sweden. Employed 1982. Member of Group Management since 2006. Previous positions: Head of Investor Relations and Financial Information in Group Staff Communications and Branding, Electrolux 1999–2005. Head of Group Staff Investor Relations, Electrolux 1993. Head of Investor Relations and Financial Information in Group Staff Mergers & Acquisitions, Electrolux 1988. Holdings in Husqvarna: 1,404 A-shares, 8,737 B-shares. Related parties: 288 A-shares, 966 B-shares. Olle Wallén Head of Group Staff Legal Affairs, Husqvarna Board Secretary. Born 1953. M. of Law., Stockholm University, Sweden. Employed 1993. Member of Group Management since 2006. Previous positions: General Counsel of Electrolux Europe 2002–2005. General Counsel of Electrolux North America 2000–2001. Holdings in Husqvarna: 3,228 A-shares, 17,235 B-shares. Lars Worsøe-Petersen Head of Group Staff Human Resources. Born 1958. M. Econ., Aalborg University, Denmark. Employed 1994. Member of Group Management since 2006. Previous positions: Head of Human Resources for Electrolux Major Appliances in North America 2002–2005. Head of Electrolux Holding A/S, Denmark 2000. Head of Human Resources for Electrolux Major Appliances in Europe 1999. Head of Human Resources for Electrolux operations in Denmark 1994. Holdings in Husqvarna: 1,878 A-shares, 14,027 B-shares. Holdings as of 31 December 2008. Olle Wallén, Åsa Stenqvist and Martin Bertinchamp. Bo Andreasson. Lars Worsøe-Petersen, Roger Leon and Bernt Ingman. 103 Top, from left: Magnus Yngen, Anders Ströby and Hans Linnarson. H USQVA R N A A NN UA L REP O R T 2 0 0 8 GR O U P M A N AGEM EN T Sustainable Development 10 4 H USQVA R N A A NN UA L REP O R T 2 0 0 8 H usqva r n a is co mmit ted to o per ating in a r e sp o nsibl e m a nner in o r der to achie v e d e v elo pment th at is eco no mic a l ly, so ci a l ly a n d eco lo gi c a l ly sus ta in a bl e. This r e sp o nsibil it y inclu de s a l l o f the Gro u p ’ s ac ti v itie s a n d pro ce sse s, a n d is a imed at cr e at in g lo n g-ter m va lu e fo r sh a r eho l ders, employ ee s a n d other s ta k eho l ders w ho a ffec t o r a r e a ffec ted by H usqva r n a’ s o per ati o ns. Revised Code of Conduct Husqvarna’s revised Code of Conduct was adopted by the Board of Directors in 2008. The code underscores the values and principles by which the Group conducts its relations with employees, business partners and other stakeholders. The code applies to all employees irrespective of position or country. Husqvarna also encourages suppliers and other business partners to comply with the code. The Code of Conduct is based on the ILO’s Declaration on Fundamental Principles and Rights at Work, the OECD’s guidelines for multinational companies, and the UN Universal Declaration on Human Rights. Implementation of the revised code in the organization began at the end of 2008. The code is supplied to external suppliers, retailers and other business partners. The code is available in several languages and can be downloaded from www.husqvarna.com. Bribes and corruption The code of conduct makes it clear that bribes and corruption are not permissible. Employees may not accept gifts, services or other forms of remuneration, which may influence or which could be considered to influence the employee’s objectivity Customers Suppliers ECONOMI C RESPONSIBIL ITY Husqvarna’s goal is to create value for stakeholders and simultaneously achieve sustainable, profitable growth. Most of the economic value that is generated by sales of Group products and services is divided among various stakeholders. Part of this value remains in the Group for investment, product development, marketing and other purposes. The total value added by the Group in 2008 amounted to SEK 8,682m (9,647). ENV IRONMENTAL RESPONSIBIL ITY Husqvarna’s environmental responsibility is anchored in all operations and covers everything from choice of materials, production processes, consumption of materials and energy and product features such as exhaust emissions, noise levels and packaging, to the recyclability of products. The product range is dominated by engine-powered products. The majority of them are petrol-powered, while the others are powered by electricity and/or batteries. Husqvarna products are subject to criteria for environmental impact and other effects arising from use and recycling. These criteria often consist of specified thresholds, and take the form of international, national and regional legislation, regulations and directives. Husqvarna performs analyses in order to evaluate the potential environmental impact of products and services. These analyses indicate that the total environmental impact generated by the Group derives mainly from energy consumption and exhaust emissions when the products are used. Accordingly, a central part of Husqvarna’s environmental work is focused on reducing these effects. Distribution of Group sales Value added Stakeholder and commercial judgement. Furthermore, Husqvarna shall not offer remuneration or other benefits to any business partner or stakeholder, which contravene or which could be considered to contravene any law or customary business practice. SEKm Group sales Cost of materials and services Value added Distributed to stakeholders Employees Salaries Employer contributions State and municipality Taxes Credit institutions Interest Shareholders Dividends Total 2008 2007 32,342 33,284 –23,660 –23,637 8,682 9,647 4,037 1,122 3,973 1,029 479 853 594 862 7,094 675 667 7,197 Dividends, 3% Employer contributions, 3% Interest, 2% Taxes, 1% Investment, R&D, marketing, etc., 5% Salaries, 13% Cost of materials and services, 73% SUS TA I N A BL E D E V ELO PM EN T Environmental aspects regarding acquisitions In connection with agreements for acquisition of companies or operations with production facilities, Husqvarna performs an environmental-risk audit. The audit includes permits for oper ations, risk of soil contamination and interviews with management. When necessary, inspections are performed by qualified experts. Product development Husqvarna’s investments in product development are focused on creating products that combine high performance with improvements in energy consumption, exhaust emissions, safety, noise levels, ergonomics, user-friendliness, simplicity of service and recyclability. Husqvarna has been a leader in terms of development of more efficient two-stroke engines, and was one of the first to launch products with catalysts. Fuel consumption Husqvarna has long experience of development of two-stroke engines, and is making intensive efforts to reduce fuel consumption on the basis of new engine technologies. For the newly developed two-stroke engines, which are increasingly being used for chainsaws, clearing saws, leaf blowers and trimmers, a reduction in fuel consumption of approximately 15% was achieved in 2004–2008. Products such as lawn mowers are fitted with four-stroke engines, which normally consume less fuel than two-stroke engines. Exhaust emissions Since the mid-1990s, regulations regarding emissions from petrol-powered equipment have successively become more rigorous, and this trend is expected to continue. The Group has developed new engines for handheld petrol-powered products that fully comply with these regulations and simultan eously offer enhanced performance. Husqvarna uses a mix of technological solutions, including catalysts, to reduce exhaust emissions in order to achieve optimal performance. Many of the Group’s handheld products are fitted with E-TECH and X-TORQ engines that meet the strictest exhaust emission criteria in the US and Europe. Several models are also equipped with catalysts, where the E-TECH technology generates lower exhaust temperatures compared to other catalyst technologies. This increases the product life-span and enhances product safety. Exhaust emissions from the Group’s handheld products, particularly hydrocarbons, have been reduced by approximately 40% on average since 2001. The Group has a number of important patents in this field and is well-prepared to meet future emission standards. Husqvarna participates actively in discussions with authorities regarding these standards. Ergonomics and Safety Husqvarna’s investments in product development are also aimed at improving both ergonomics and product safety. The Group works continuously to improve information regarding the correct use of its products. Noise levels Husqvarna works actively to reduce the noise emitted by its products. Within four to five years, considerably more of the Group’s product categories are expected to be subject to stricter thresholds for ambient noise. The Group monitors this area continuously, and product development includes assumptions that these thresholds will become more restrictive. Husqvarna will launch the world’s first battery-driven cultivator in 2009. H USQVA R N A A NN UA L REP O R T 2 0 0 8 Environmental declarations Many customers require declarations of the materials that a product comprises as well as the production methods used. Since 2000, Husqvarna has prepared environmental declar ations for several products. In addition to materials, these dec larations specify fuel consumption, type of fuel, lubricants, emissions, vibrations, noise levels, packaging and recyclability. They also include information on product compliance with international standards. According to Husqvarna’s quality policy, customer expect ations regarding the Group’s products and services shall always be met or surpassed. The strategy involves developing technology and products which surpass legislated minimum standards. 10 5 Environmental policy Work on producing a common Group environmental policy will be completed in 2009. The policy describes Husqvarna´s efforts to continuously minimize environmental impact, to prevent environmental pollution and to comply with legal and other requirements in the environmental area. The policy will be based on a life-cycle approach. SUS TA I N A BL E D E V ELO PM EN T Composition of materials Husqvarna aims to select materials with the least possible environmental impact. The Group continuously replaces previously used materials with new, more environmentally adapted alternatives as the latter become available. Husqvarna’s Restricted Materials List (RML) is updated continuously and is communicated internally as well as externally to suppliers and to secondary suppliers. The European Union’s RoHS directive went into effect on 1 July 2006. Well in advance of that date, Husqvarna modified its electrically powered products in cooperation with suppliers in order to phase out prohibited substances. REACH is the new chemicals legislation which went into effect on 1 June 2007 in the EU. The Group has appointed a working group in order to ensure that internal processes at Husqvarna comply with the REACH requirements. 10 6 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Technologies and products The examples below illustrate technologies and products developed by Husqvarna in recent years with particular focus on engine technology and environmental compatibility. They meet stricter criteria than the prescribed minimum standards. Automower® Husqvarna has developed Automower ®, the market’s first robotic lawn mower. Automower ® is silent, efficient, generates no emissions and features low energy consumption. It mows the lawn automatically and returns to the docking station when battery power drops to a predefined level. A larger model of the robotic lawn mower for professional use will be launched in the spring of 2009. See also page 9. Hybrid technology Early in 2008 the Group launched the new Automower ® Solar Hybrid, which is driven by both solar cells and a battery. The solar panel reduces energy consumption and results in longer battery life. See also page 9. X-TORQ® Husqvarna has created X-TORQ technology for two-stroke engines in order to reduce exhaust emissions and fuel consumption, simultaneously maintaining high quality and performance. X-TORQ offers up to 20% lower fuel consumption and 60% lower exhaust-emission levels, which means better fuel economy, lower carbon dioxide emissions and a better working environment. See also page 9. Environmental fuels and lubricants Husqvarna launched environmentally adapted fuels and lubricants at an early stage. The Group currently sells engine fuels based on alkylate, which in comparison with conventional petrol enables substantial reductions in benzene and ethers. The Group has also developed Vegoil, an optimal chain lubricant based on vegetable oil, which provides longer chain life and reduced environmental impact. Producer responsibility and recycling The Group manages recycling of electrical products in accord ance with the EU’s directive WEEE (Waste Electrical and Electronic Equipment) as well as national legislation in specific countries. Husqvarna also maintains a system for reporting to regulatory authorities in accordance with relevant requirements. Husqvarna has been participating actively in the development of the ISO standard for recycling of manually portable forestry machinery that went into effect in the spring of 2008. Production Husqvarna operates 22 major plants, of which ten are located in Europe, six in the US, one in Brazil, four in China and one in Japan. By year-end 2008, 61% (63) of the Group’s production area was certified to ISO 9001, the international standard for qualitymanagement systems, and the equivalent of 84% (92) was certified to ISO 14001, the international standard for environmental management systems. In comparison with 2007 the total certified area under both standards has decreased somewhat, primarily as a result of acquisions in Asia. Key environmental indicators for production Environmental work includes periodic measurements by the Group of several key environmental indicators at production units. All Group plants are included in the data shown in the graphs on the next page. Since the extent of environmental impact depends on production volume, specific key indicators are calculated in relation to added value, which is defined as the difference between total production cost and the cost of materials used as production inputs. Husqvarna’s new two-stroke engines Husqvarna's E-TECH I Index 100 Husqvarna's E-TECH II Husqvarna's X-TORQ 80 60 Exhaust emissions from the Group´s handheld products, particulary in form of hydrocarbons, have been reduced by approximately 40% on average since 2001. For the newly developed two-stroke engines, which are increasingly being used for chainsaws, clearing saws, leaf blowers and trimmers, a reduction in fuel consumption of approximately 15% was achieved in 2004–2008. 40 20 0 1994 1996 1998 2000 2002 2004 Fuel consumption Emissions of hydrocarbons and nitrogen oxids 2006 2008 SUS TA I N A BL E D E V ELO PM EN T Responsible purchasing – supplier cooperation The cost of purchasing raw materials and components corres ponds to approximately 55% of the Group’s net sales. The efficiency of purchasing activities is therefore decisive. The Group has a process and an organization for purchasing which combines overall Group requirements and opportunities with knowledgeable local buyers. The Husqvarna Global Purchasing Council (GPC) enables purchasing to be coordinated globally and across business sectors. The GPC ensures transparency in the purchasing process as well as uniform working methods, purchasing tools, contracts and processes throughout the organization. Steel, plastics, metal powder, aluminum and magnesium are the most important raw materials purchased by Husqvarna. Petrol-powered engines account for the largest share of components. The share of purchases from low-cost countries as defined by the World Bank is currently approximately 20%. Direct material balance % 2008 2007 2006 2005 2004 Finished products, incl. packaging External recycling (material and energy) Waste of landfill (non-hazardous) Hazardous waste Emissions to air Emissions to water Total direct material 85.45 12.94 1.41 0.17 0.03 0.00 100 86.74 11.67 1.43 0.14 0.03 0.00 100 86.96 10.88 2.00 0.14 0.03 0.00 100 84.82 14.29 0.70 0.16 0.03 0.00 100 85.87 13.32 0.65 0.12 0.03 0.00 100 Environmental issue Exhaust emissions1) Safety Noise levels Producer responsibility Material composition of products Directive/legislation Product area California: California Code of Regulations Rest of US and Canada: EPA 40 CFR Part 90 EU-Directive 202/88/EC EU-Directive 2001/95/EC (GPSD) EU-Directive 2000/14/EC (ambient noise) EU-Directive 2003/10/EC (physical agents) EU-Directive 2002/96/EC (WEEE) Internal combustion engine powered products under 19 kW EU-Directive 2002/95/EC (RoHS) EU-Directive 1907/2006/EC (REACH) All products and services All Husqvarna products, in principle Products at workplaces Electrical and electronic products California Code of Regulations, Proposition 65 Electrical and electronic products Import and production of chemicals List of chemicals, use either limited or prohibited EU-Directive 89/336/EEC All products Electro magnetic compability2) 1) A ll regulations in the table above relating to exhaust emissions are based on the American EPA (US Environmental Protection Agency) regulations stage 2. In general, the regulations require 55–80% reductions in emissions of hydrocarbons, depending on engine category, as compared to previous criteria for non-exhaust controlled portable engines. Most of the requirements were scheduled for full implementation in 2007, but in certain cases transitional provisions apply until 2010. Application of similar requirements with the same threshold values as EPA is in progress in the EU. 2) Radio interference. Husqvarna’s products are covered by regulations concerning environmental impact and other effects arising from use and recycling. These regulations often define minimum levels of undesirable effects, and are included in international, national and regional laws, regulations and directives. CO2 in relation to added value Volume of water treated in relation to added value Energy consumption in relation to added value Energy consumption in relation to production area kg/SEKt m 3/SEKt Kwh/SEKt kWh/SEKt 40 0.30 100 750 32 0.24 80 600 24 0.18 60 450 16 0.12 40 300 8 0.06 20 150 0 02 03 04 05 06 07 08 0.00 02 03 04 05 06 07 08 0 02 03 04 05 06 07 08 0 02 03 04 05 06 07 08 Since the extent of environmental impact depends on production volume, specific key indicators are calculated in relation to added value, which is defined as the difference between total production cost and the cost of materials used as production inputs. 107 Major directives and legislation impacting the Group’s products H USQVA R N A A NN UA L REP O R T 2 0 0 8 The table shows utilization of material in the Group’s manufacturing units. SUS TA I N A BL E D E V ELO PM EN T All suppliers are carefully evaluated before they are approved. The criteria which they must fulfill include: • Compliance with the Husqvarna Code of Conduct. • A documented quality-assurance process. • Compliance with Husqvarna’s requirements for materials in accordance with the Group’s Restricted materials List (RML). The Group’s Restricted Materials List (RML) has been sent to all suppliers with a request for modifications in accordance with the list. Approximately 70% of the suppliers have confirmed compliance with the RML. The Husqvarna Code of Conduct is attached as an appendix to all new contracts with suppliers, who are expected to adopt and comply with its principles. In 2008, fifteen Active Supplier Quality Assessments were conducted at short notice. In addition, 125 supplier evaluations were carried out in Asia, primarily in China, half of which were conducted in connection with the acquisition of the Jenn Feng outdoor products operation. 10 8 H USQVA R N A A NN UA L REP O R T 2 0 0 8 SOCI AL RESPONSIBIL ITY Husqvarna’s social responsibility includes development of employees, the working environment and conditions of work as well as fundamental respect for human rights and a constructive social commitment. The workplace A long-term and conscious investment in development of the skills of Husqvarna’s leaders is an important prerequisite for achieving the Group’s goals. Promoting respect and tolerance in the workplace and offering employees fair working conditions, a safe workplace and opportunities to develop are also central for creating motivation and commitment at all levels in the Group. Husqvarna has established fundamental Group-wide principles regarding relationships with Group employees – Husqvarna’s People Process. The process supports managers with regard to recruitment and selection, evaluation of work, career development, and remuneration. The process is also aimed at ensuring that people who contact the company are treated fairly. The Husqvarna’s People Process, the Code of Conduct and various policies and guidelines form the basis for this work. The information is available to all employees on the Group’s intranet. Employees Husqvarna has employees in more than 40 countries, approximately 85% of whom work outside Sweden. The average number of employees amounted to 15,720 (16,093) in 2008. The number of temporary employees varies during the year as a result of seasonal variations in Group sales. The number of temporary employees normally peaks during the first quarter and the start of the second quarter, in which the majority of garden products are manufactured. Temporary employees normally account for more than 20% of all employees. The figure for 2008 was approximately 18%. A large share of tempor ary employees leads to comparatively high employee turnover and also requires that some personnel are given on-the-job training at the start of the season. All employees have the right to free association and Husqvarna considers that it has a good relationship with its employees as well as the trade unions they belong to. Talent management Husqvarna has a well-developed process for Talent Management, in order to assess, develop and secure access to future leaders through succession and mobility planning. The process starts with the annual appraisal-talk in which goal fulfilment and performance are evaluated and goals are set for the next period. To strengthen the leadership work, the Group introduced a tool in 2008 for a 360-degrees evaluation. The tool is used selectively to provide managers and key specialists with feedback on their leadership from employees, colleagues and their immediate manager. Since Husqvarna attches great importance to the ability to function and work in teams, an annual appraisal of the team is conducted (see employee surveys below). Based on both team evaluation and individual appraisal, development of employees is conducted primarily through on-the-job-training but also through various activities such as different training programs, coaching and feedback, job-rotation and promotion to new positions within the Group. The process is managed by Group Staff Human Resources in close cooperation with local personnel managers and line managers who are actively involved in the work. Number of employees and sales by employee Number 20,000 SEKm 4 15,000 3 10,000 2 5,000 1 0 04 05 06 07 08 0 Avarage number of employees Sales by employee, SEKm Approximately two-thirds of Husqvarna’s personnel are employed in manufacturing at Group plants throughout the world. SUS TA I N A BL E D E V ELO PM EN T OLM – open labor market Husqvarna favors increasing internal recruitment and job rotation. Vacant managerial roles and specialist positions are posted on the Group’s internal open labor market, OLM, on the intranet and at www.husqvarna.com. Employee surveys Husqvarna conducts annual employee and team surveys aimed primarily at enhancing and developing the team’s effectiveness as well as the individual’s working conditions. In 2008, approximately 450 teams totaling 2,900 people were invited to participate in the team survey. The response rate was slightly more than 70% which was higher than in the previous year. The result of the survey showed that 73% had had appraisal talks with their immediate manager during the past year. Furthermore, employees perceived an open business climate and felt motiv ated and customer-focused. Some areas for improvement that were identified, referred to internal information and feedback on individual targets. Health and safety All employees shall be offered a safe and healthy working environment, and shall receive the necessary information and training in terms of security and the working environment. Use of drugs and alcohol at work is not tolerated. Employees by geographical area Rest of the World, 15% North America, 40% Europe, 45% Support of UNICEF Husqvarna, through its subsidiary Gardena, supports the UNICEF (United Nations’ Children’s Fund) project for supplying clean water in the Sudan, one of the poorest countries in Africa. In 2008 one euro was donated to the project for every Gardena pump sold in Germany, Austria, France, Italy, Spain and Hungary in order to create new sources of water. Gardena’s total donation was EUR 191,700 (175,000), which helps to ensure access to clean drinking water and generates opportunities for improved hygiene for thousands of people. FTSE4Good Since 2007 Husqvarna has been listed in the FTSE4Good Index Series. FTSE4Good is an equity index series that is designed to facilitate investment in companies that meet globally recognized corporate responsibility standards. For more information, visit www.ftse.com. Säker Skog Husqvarna plays an active role in the Swedish Säker Skog (Safe Forests) project, which is led by LRF (Federation of Swedish Farmers). The goal is to contribute to greater safety and a better working environment within forestry operations. For more information on the project, visit www.sakerskog.se. Product safety Husqvarna attaches great importance to offering products and services with high quality and safety. These aspects are always considered in the development of products and processes, from the product idea to a finished product, including manufacturing, use, maintenance and recycling. Average number of employees North America Europe Rest of the World Total of whom women, % of whom men, % of whom white-collar, % of whom blue-collar, % 2008 2007 6,285 7,151 2,284 15,720 36 64 36 64 6,948 7,057 2,088 16,093 37 63 34 66 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Training in the new Code of Conduct In December 2008, training in the new Code of Conduct was started for the 700 most senior managers. No work-related deaths occurred in 2008. The most common causes of accidents were injuries from machines or other equipment. 10 9 Training program Husqvarna offers three different annual Group-wide programs within management training. The Husqvarna Next Level Leader training program is aimed at a managerial level directly under the Group Management. Since it was started in 2007 it has been held once a year for a total of 24 employees. The Husqvarna Leader Program is intended for lower levels in the organization and 129 managers have participated in the program since it began in 2006. Husqvarna Project Leader is a customized training program, which aims to develop project management and project leadership skills. Since it started at the end of 2007, 82 people have participated in the program. THE HUSQVARNA share 110 H USQVA R N A A NN UA L REP O R T 2 0 0 8 Listing and trading volume The Husqvarna shares were listed on NASDAQ OMX Stockholm on 13 June 2006. The total volume of Husqvarna shares traded in 2008 was 484 million, with a total value of SEK 27.8 billion, corresponding to an average daily trading volume of 1.9 million shares or SEK 110m. The trading volume in Husqvarna’s shares corresponded to 0.6% of the total volume of shares traded on NASDAQ OMX Stockholm in 2008. Share-price trend in 2008 During 2008 Husqvarna’s A-share declined by 51% and the B-share by 46%. NASDAQ OMX Stockholm’s All-Share index fell by 42% and OMX Stockholm Consumer Discretionary index, in which Husqvarna is included, fell by 35%. The yearend closing price was SEK 37.9 for the A-share and SEK 41.3 for the B-share. The market capitalization at year-end was SEK 15.6 billion. ADR Program An ADR program for Husqvarna B-shares facilitates trading in Husqvarna shares for American investors. The ADRs are traded on the American over-the-counter (OTC) market. The Bank of New York Mellon is Husqvarna’s ADR Depositary Bank. One ADR is equivalent to two ordinary B-shares. For more information, visit www.adrbnymellon.com. Share capital and voting rights The share capital as of 31 December 2008 was distributed between 98,380,020 A-shares and 286,756,875 B-shares, totalling 385,136,895 shares. The share capital amounted to SEK 770,273,790. A-shares carry one vote and B-shares onetenth of a vote. For more information, see Note 17. Dividend and dividend policy The Board of Directors has proposed that no dividend be paid for 2008. The dividend for 2007 was 2.25 SEK per share, corres ponding to 42% of net income 2007. The long-term goal is for the dividend to correspond to 25–50% of net income for the year. Repurchase of shares The Annual General Meeting 2008 authorized the Board of Directors to repurchase not more than 3% of the total number of outstanding B-shares. The repurchase of shares is intended to ensure Husqvarna’s commitment with regard to existing long-term incentive programs. 950,000 B-shares were repurchased during the year. At yearend, the total number of repurchased shares amounted to 2,919,000 B-shares, corresponding to 0.76% of the total number of outstanding shares. For more information about repurchased shares see page 31 and the proposal for repurchase of shares on page 33. Ownership structure The number of shareholders at year-end amounted to 64,555 (67,945). Approximately 74.6% (69.5) of the share capital was owned by Swedish institutions and mutual funds, approximately 12.0% (16.4) by foreign investors and approximately 13.4% (14.2) by private Swedish investors. Incentive program Husqvarna has share-related long-term incentive programs for 2006, 2007 and 2008. The Board of Directors proposes that the AGM 2009 adopt a long-term incentive program for 2009. For more information about the incentive programs, see Note 19. Share price development 2008 Share price development since IPO, June 2006, until year-end 2008 SEK 80 SEK 110 100 90 80 70 60 70 60 50 50 40 30 40 Jan Feb Mar Apr May June July Aug Sep Oct Nov Dec Husqvarna B-share OMX Stockholm_PI SX25 Consumer Discretionary_PI 30 2006 2007 Husqvarna B-share OMX Stockholm_PI SX25 Consumer Discretionary_PI 2008 T H E H US QVA R N A SH A R E Share capital and number of shares Share capital, SEK Quotient value, SEK Number of A-shares Husqvarna before listing 2006 2006: stock-split and bonus issue 2007: bonus issue 2008: no transactions 495,000,000 592,518,306 770,273 790 770,273,790 100 2 2 2 9,502,275 98,380,020 98,380,020 Capital, % Votes, % 15.4 8.4 6.8 4.6 4.6 4.3 4.1 2.2 2.0 1.7 54.1 28.7 6.2 2.1 3.4 2.1 13.1 3.2 1.3 0.6 1.3 62.0 Largest shareholders in Husqvarna AB Investor AB Alecta Mutual Pension Insurance Swedbank Robur Investment Funds AFA Insurance SEB Investment Funds & SEB Trygg Liv LE Lundbergföretagen AMF Insurance & Pension Investment Funds 4 th Swedish National Pension Fund 2nd Swedish National Pension Fund Handelsbanken/SPP Investment Funds Total for the 10 largest shareholders Number of Total number of B-shares shares 286,756,878 286,756,875 286,756,875 4,950,000 296,259,153 385,136,895 385,136,895 Change during the year 1.3 1.8 3.0 0.2 –0.5 0.3 0.8 –0.6 0.7 0.5 7.5 1.3 0.0 0.6 0.0 –0.2 1.7 0.2 –0.1 0.1 –0.1 3.5 2008 2007 2006 Earnings per share, SEK Earnings per share after dilution, SEK Cash flow per share, operating, SEK Cash flow per share, operating, after dilution, SEK P/E-ratio Enterprise value (EV), SEKm EV/EBIT EV/sales Dividend per share, SEK Yield2), % Dividend payout ratio, % Year-end price, A-share, SEK Highest price, A-share, SEK Lowest price, A-share, SEK Year-end price, B-share, SEK Highest price, B-share, SEK Lowest price, B-share, SEK Equity per share, SEK Number of shareholders Market capitalization, SEKm 3.34 5.29 4.83 3.34 5.29 4.83 5.22 4.79 1.39 5.22 12 29,124 12.3 0.90 0.001) — — 38 77 38 41 77 39 22.91 64,555 15,572 4.79 15 41,571 11.7 1.25 2.25 2.9 42 77 119 65 77 110 65 19.11 67,945 29,559 1.39 22 36,352 11.6 1.24 1.731) 2.1 35 89 92 62 82 82 58 16.23 66,289 31,701 1) 2008 as proposed by the Board. 2006 adjusted for bonus issue. 2) Dividend/year-end share price. Shareholding, by size in Husqvarna AB Size of holding % votes No. of shareholders % of no. of shareholders 3.4 6.0 1.3 89.3 100 52,494 10,962 477 622 64,555 81.3 17.0 0.7 1.0 100 1–1000 1,001–10000 10,001–20,000 20,101– Total Sell-side analysts covering Husqvarna ABG Christer Fredriksson Carnegie Björn Enarson Cheuvreux Johan Eliason Citi Natalia Mamaeva Danske Bank Carl Holmquist Deutsche Bank Stefan Lycke Evli Bank Michael Andersson Execution Ltd Nicola Reason Goldman Sachs Fitzhugh Peters Handelsbanken Rasmus Engberg HQ Bank Patric Lindqvist JP Morgan Andreas Willi Erik Penser Kenneth Toll Johansson Nordea Johan Trocmé and Ann-Sofie Nordh S & P Equity Research Jawahar Hingorani SEB Enskilda Anders Trapp and Stefan Cederberg Swedbank Johan Dahl Öhman Fredrik Nilhov Key facts Listing: NASDAQ OMX Stockholm Number of shares: 385,136,895 Shareholders by country Market capitalization at year-end: SEK 15.6 billion Sweden, 86.1 % (81.7) Norway, 1.8 % (1.7) Great Britain, 2.8 % (3.5) Other countries, 6.3% (7.8) USA, 3.0 % (5.3) Ticker codes: Bloomberg HUSQA SS, HUSQB SS, Reuters HUSQa.ST, HUSQb.ST, NASDAQ OMX Stockholm HUSQ A, HUSQ B ISIN code: A-share SE0001662222, B-share SE0001662230 Read more on www.husqvarna.com/ir 111 Share data H USQVA R N A A NN UA L REP O R T 2 0 0 8 Source: SIS Ägarsservice as of 31 December 2008. Annual General Meeting 2009 Participation Shareholders who intend to participate in the Annual General Meeting must • be registered in the share register kept by Euroclear Sweden AB on Friday 17 April 2009. • give notice of intent to participate, thereby stating the number of assistants attending, to Husqvarna no later than on Friday 17 April 2009. Notice of participation Notice of intent to participate can be given • by mail to Husqvarna AB, EM-LA, Box 30224, SE-104 25 Stockholm, Sweden Notice should include the shareholder’s name, registration number, if any, address and telephone number. Information provided together with the notice will be made subject to data processing and will be used solely for the Annual General Meeting 2009. Shareholders may vote by proxy, in which case a power of attorney should be submitted to Husqvarna prior to the Annual General Meeting. Shares registered by nominees Shareholders, whose shares are registered in the names of nominees, must have their shares temporarily registered in their own name on Friday 17 April 2009, in order to participate in the Annual General Meeting. Dividend The Board of Directors has proposed that no dividend be paid for 2008. • by telephone at +46 8 738 70 10 between 9–12 am and 1–4 pm weekdays • at www.husqvarna.com/agm 112 H USQVA R N A A NN UA L REP O R T 2 0 0 8 The Annual General Meeting of Husqvarna AB will be held at 4 pm on Thursday 23 April 2009, at the Elmia Congress Centre, the Hammarskjöld Hall, Elmiavägen, Jönköping, Sweden. Factors affecting forward-looking statements This report contains forward-looking statements in the sense referred to in the American Private Securities Litigation Reform Act of 1995. Such statements comprice, among other things, financial goals, goals of future business and financial plans. These statements are based on present expectations and are subject to risks and uncertainties that may give rise to major deviations of the result due to several aspects. These aspects include, among other things: consumer demand and market conditions in the geographical areas and lines of business in which Husqvarna operates, the effects of currency fluctuations, downward pressure on prices due to competition, a material reduction of sales by important distributors, any success in developing new products and in marketing, outcome of any product responsibility litigation, progress when it comes to reach the goals set for productivity and efficient use of capital, successful identification of growth opportunities and acquistion objects, and to integrate these into the existing business and successful achievement of goals to make the supply chain more efficient. Production: Husqvarna AB and Solberg. Print: Göteborgstryckeriet. Copyright © 2009 Husqvarna AB (publ). All rights reserved. Husqvarna, Jonsered, Klippo, Zenoah, RedMax, Diamant Boart, Dixon, Gardena, Flymo, Partner, McCulloch, Poulan, WeedEater, Soff-Cut, Bluebird, Yazoo/Kees, Automower® and other product and feature marks are trademarks of the Husqvarna Group. husqvarna in brief Husqvarna iN BRIEF 10 9 north america rest of the world 4 Net sales 2008, SEKbn forestry 1 2 Professional Products The modern logotype reflects the past, but also signals that Husqvarna still aims for the future. Production facilities Subsidiaries or distributors Husqvarna’s products are sold through 25,000 dealers world wide. market position 29%* Lawn mowers, garden tractors, trimmers, chainsaws, leaf blowers, hedge trimmers and snow throwers. World’s largest producer of lawn mowers and chainsaws, as well as handheld petrol-powered garden equipment such as trimmers and leaf blowers. One of the two largest in garden tractors. Gardena is the market leader in Europe for irrigation products and garden tools. 32%* Lawn mowers, garden tractors, trimmers, chainsaws, leaf blowers, hedge trimmers and snow throwers. Products for irrigation and ponds as well as garden tools. the acquisition of Gardena the product range was 2007 Through extended to include equipment and garden tools. brands 2006 Husqvarna once again becomes an independent stock listed company. 1995 Launch of Automower® the world’s first solar powered robotic lawn mower. 1986 Production start for the first riding lawn mower developed in-house. acquires Husqvarna, start of the expansion within 1978 Electrolux outdoor products. starts production of chainsaws and engine-driven 1959 Husqvarna lawn mowers. professional products l awn and garden Rest of the World Consumer Products product offering Consumer products construction 6 North America H usqvarna is the worl d’ s largest m anufac turer o f law n m ow ers an d cha insaw s as w ell as han d hel d, petrol- P OW ER ED gar d en pro d u c ts su ch as tr immers an d blow ers. the group is also the glo bal lea d er in cuttin g equipment an d d i a m on d tools f or the constru c ti on an d stone in d ustr ies. The pro d u c t ran ge in clu d es pro d u c ts for both consu mers an d pro fessional users. The Group ’ s pro d u c ts are sol d in m ore than 10 0 countr ies worl d w id e. net sales in 20 0 8 a m ounted to SEK 32. 3 BIL L IO N an d the average nu mber o f employ ees was approx im ately 15,70 0. * The graphs show share of total Group sales. history 300 years of INNOVATION Europe 17%* 12%* 10%* Premium chainsaws, clearing saws and accessories such as chains, blades, protective clothing and tools. Riders and walk-behind lawn mowers, zero-turn mowers, specialty turf-care equipment, trimmers, hedge trimmers and leaf blowers. Floor saws, wall and wire saws, tile and masonry saws, drill motors, machines for surface prepar ation, power cutters and diamond tools, diamond tools for the stone industry. Husqvarna and Jonsered are two of the top three leading brands for professional chainsaws in the global market, with a combined market share of approximately 40%. One of the world’s largest manufacturer of handheld products. World leader in diamond tools and cutting equipment for the construction and stone industries. range is extended to include motor bikes, 1903 Product which were manufactured until 1987. 1896 Production of bicycles starts, continues until 1962. 1689 1872 Husqvarna starts production of sewing machines and kitchen equipment in cast-iron. 1689 Husqvarna is founded as a weapons foundry for the Swedish armed forces. The oldest version of Husqvarna’s logotype symbolizes the sight and the barrel on the musket. Head office Husqvarna AB (publ) • Mailing address: Box 30224, SE-104 25 Stockholm Visiting address: Lindhagensgatan 126 • Telephone: +46 36 14 65 00 • www.husqvarna.com Registered office Husqvarna AB (publ) Jönköping • Mailing address: SE-561 82 Huskvarna Visiting address: Drottninggatan 2 • Telephone: +46 36 14 65 00 • Telefax: +46 36 14 68 10 HUSQVARNA ANNUAL REPORT 2008 SUH ANRAVQ NA LAUN PER TRO 8002 HUS QVARNA AN NUAL REP ORT 2008 Annual Report 2008 Contents 2008 Highlights of the year 1 Parent Company Report by the President 2 Income statement 42 Strategy 4 Balance sheet 43 Strong brands 6 Cash flow statement 44 Powerful global distribution network 7 Change in equity Broad product offering 8 Definitions Efficient supply chain 45 46 12 Notes 46 – 83 Financial goals 13 Proposed Distribution of Earnings Business areas 14–25 Auditor’s Report 85 84 Consumer Products 14 Five-year review 86 Professional Products 20 Quarterly data 88 Report by the Board of Directors 26–37 Risk management 34 Financial Statements 38–45 Group Corporate Governance Report 2008 Board of Directors and Auditors 90 100 Group Management 102 Sustainable development 104 Income statement 38 The Husqvarna share 110 Balance sheet 39 Annual General Meeting 2009 112 Cash flow statement 40 History 113 Statement of shareholders´ equity 41 Financial information 2009 23 April Annual General Meeting 8 May Interim report January–March 17 July Interim report January–June 23 October Interim report January–September Contacts Åsa Stenqvist Head of Group Staff Communications and Investor Relations ir @husqvarna.se, +46 8 738 64 94 The Annual Report is distributed to all new shareholders for the year and to those who have explicitly requested one. The Annual Report and other financial reports are also available at www.husqvarna.com/ir. Printed copies can be ordered from the web site. Tobias Norrby Investor Relations Manager [email protected], +46 8 738 83 35 Press Hotline [email protected], +46 8 738 70 80