Mercedes 2013 Annual Report Download - page 212

216
EADS (since January 2, 2014: Airbus Group N.V.). The Group
reported and reports its investment in and its proportionate
share in the results of the European Aeronautic Defence and
Space Company EADS N.V. (EADS) in the reconciliation of
total segments’ assets to Group assets and total segments’
EBIT to Group EBIT, respectively, in the segment reporting.
On March 27, 2013, the Extraordinary Shareholders’ Meeting
of EADS approved the new management and shareholder
structure. Subsequently, the shareholders’ pact concluded
in the year 2000 was dissolved and replaced with a new
shareholders’ pact without the participation of Daimler on April 2,
2013. At the same time, EADS shares which were previously
held by Daimler but were economically allocable to the Dedalus
investors were transferred to the Dedalus investors. With
the dissolution of the previous shareholders’ pact, Daimler lost
its significant influence on EADS. As a result of the loss
of significant influence and the transfer of the EADS shares,
on April 2, 2013, the EADS shares were remeasured through
profit or loss at the higher current stock-market price of EADS
shares. Overall, this resulted in income of €3,356 million,
which was recognized in Group EBIT in 2013. Of that amount,
€1,669 million is allocable to Daimler shareholders and
€1,687 million is allocable to the Dedalus investors. The income
of €3,356 million was disclosed within investments accounted
for using the equity method and is therefore solely a book gain
with no impact on cash. Furthermore, income of €41 million
resulted from measurement using the equity method; thereof
€34 million in the first quarter of 2013 and €7 million in the
second quarter of 2013.
On April 16, 2013, the Group announced that it would sell
its remaining stake of approximately 7.4% in EADS through
an accelerated placement procedure. The sale, which took
place on April 17, 2013 at an offer price of €37 per EADS share,
led to an additional expense of €184 million in Group EBIT in
2013. The additional expense is disclosed within other financial
expenses, net, and resulted from the fall in the EADS share
price since April 2, 2013. The sale generated a cash inflow of
€2,239 million in 2013. Following the conclusion of the trans-
action, Daimler no longer holds any shares in EADS. Moreover,
in 2013 the Group entered into cash-settled contracts with
both Goldman Sachs and Morgan Stanley, which allowed a limited
upside participation in the EADS share price until the end
of 2013. This resulted in income of €44 million disclosed within
other financial expenses, net, for the year 2013.
At December 6, 2012, Daimler had sold a 7.5% stake in EADS
by way of an accelerated book building. The share price was fixed
at €27.23, which reflected the final share price at December 5,
2012 at the Paris Stock exchange. Daimler realized a cash inflow
of approximately €1.7 billion. The sale resulted in a gain of
€913 million, which is included in the equity result. Following
the transaction, Daimler held a 14.9% equity interest in EADS.
Because of the agreed participation rights in the Supervisory
Board, Daimler was able to exercise significant influence
on EADS. The 14.9% share in EADS was held by a subsidiary
of Daimler which had issued equity interests to investors
in exchange for cash in 2007. As a result of this transaction,
the Group reported a non-controlling interest in its consoli-
dated statement of financial position representing the investor’s
ownership in the consolidated subsidiary that issued the
equity interest. The amount reported as non-controlling inter-
est reflected the investor’s 50% share in the net assets
of that subsidiary at December 31, 2012.
RRPSH (formerly Engine Holding)/Tognum (since January 9,
2014: Rolls-Royce Power Systems AG). In the first half of
2012, the contribution by Rolls-Royce Holdings plc. (Rolls-Royce)
to Rolls-Royce Power Systems Holding GmbH (RRPSH) of
the reciprocating engine business that trades under the Bergen
brand was completed. As compensation for the 50% stake,
Daimler made a cash contribution of €200 million to RRPSH.
On September 25, 2012, the dependent company Tognum
and the controlling company RRPSH concluded a control and
profit and loss transfer agreement, resulting in Tognum sub-
ordinating the management of its company under the control
of RRPSH and committing to transfer its total profit to RRPSH.
The obligation to transfer profits was applicable for the first time
for the entire profit of financial year 2012, in which the agree-
ment became effective.
On November 15, 2012, Tognum’s shareholders’ meeting
approved the agreement and the control and profit and loss
transfer agreement was entered in the commercial register
on December 19, 2012.
On January 1, 2013, Rolls-Royce assumed, as contractually
agreed, control over RRPSH and RRPSH is included as a subsid-
iary in the consolidated financial statements of Rolls-Royce.
Daimler continues to exercise significant influence on Tognum
through its equity interest in RRPSH.
The decision of the regional court of Frankfurt am Main
of November 15, 2011 to transfer Tognum AG shares which
are not already owned by RRPSH in return for compensation
(squeeze-out under takeover law) took effect in March
2013 and RRPSH has held 100% of Tognum’s shares since then.