annual report 2010/2011
Transcription
annual report 2010/2011
ANNUAL REPORT 2010/2011 NOBINA | annual report 2010/2011 1 Framvagnsvinjett Contents Nobina and the year in brief 4 Statement from the CEO 8 Market Overview 10 Regional traffic 15 Interregional traffic 20 Nobina The operations 22 Organization and operations control 26 Responsibility – the environment and safety 28 Business areas 33 Corporate governance Accounts Consolidated income statement and consolidated statement of comprehensive income 61 Consolidated balance sheet 62 Consolidated statement of changes in shareholders’ equity 63 Consolidated cash-flow statement 64 Parent Company income statement and statement of comprehensive income for the Parent Company 65 Parent Company balance sheet 66 Parent Company statement of changes in shareholders’ equity 67 Parent Company cash-flow statement 68 Notes 69 Corporate governance report 48 Auditors’ report 93 The share 52 Glossary and key figures 94 54 Annual General Meeting 95 56 Contact information 95 Board of Directors, Senior Management Administration Report 2 NOBINA | annual report 2010/2011 framvagnsvinjett Nobina’s business concept is about simplifying the customer’s everyday travel. We have been doing that for exactly one hundred years. During that time, we have established a leading position in the market due to a successful business model with stable revenue and growing margins. At the same time, the market has developed to our advantage and with important ongoing changes, the potential for continued profitable growth is great. Traveling together for a sustainable society is more in keeping with the times than ever. NOBINA | annual report 2010/2011 3 IN BRIEF This is Nobina In a rapidly changing market, Nobina has maintained a market-leading position after successfully completed improvement activities. The company’s ambition is to advance its position with continued profitability throughout the Nordic region, and take shares in the value chain through improved customer offerings and an optimized bus fleet and traffic planning. Through goal-oriented and delegated leadership, the industry’s most dedicated employees will be a driving force in this movement. BUSINESS MODEL StrategY – PROFITABLE GROWTH Nobina has an effective business model that builds on stable revenue generated by longterm contracts and relations. The market logic and selected model entail that the business is conducted with low risk. An extensive contract portfolio and large tender volumes provide stability while the growing number of contracts that feature incentives, due to ongoing deregulation, allow for growth and better margins. Nobina’s market-leading position in the Nordic region entails significant advantages in connection with tendering, contract management, vehicle operation and traffic planning. The operations are divided into two business areas, Regional and Interregional traffic. Nobina is one of the largest public traffic companies in northern Europe with a bus fleet of about 3,600 buses and 280 million completed customer trips per year. Stable and profitable growth is achieved by securing the right contracts, rather than high market shares, and by optimizing the bus fleet and daily operation in existing contracts. Nobina shall: WORK FOR LARGE ACCESSIBLE TENDER VOLUME TO SECURE MORE PROFITABLE CONTRACTS ■ Nobina shall enhance the quality of its tendering and participate in a large number of tenders, but only where conditions for profitability are good. DEVELOP THE CUSTOMER OFFERING AND TAKE A LARGER SHARE OF THE VALUE CHAIN ■ Nobina shall strengthen its offering to customers in both Regional and Interregional traffic, through continuous product development and greater responsibility for influencing travel and traveling. PRIORITIZE AND IMPROVE PROFITABILITY IN ALL AREAS ■ Nobina shall achieve greater efficiency in both existing and new contracts with the support of Group-wide working processes. ■ Optimize indexation, fuel consumption and traffic planning. CONSTANTLY DEVELOP LEADERSHIP AND EMPLOYEE PARTICIPATION OVERALL GOAL ■ Prioritize the recruitment and training of leadership for all people with leadership roles. ■ Management by objectives and continuous feedback makes all employees Nobina shall continue to be a strong driving force in the market to expand public traffic by bus in the Nordic region, broaden traffic companies’ responsibility for the customer offering and improve opportunities for strengthening the profitability of contracts through more balanced conditions between the parties. BUSINESS CONCEPT visible and committed. CONTINUE TO ACTIVELY DRIVE STRUCTURAL CHANGE ■ Nobina shall capture market opportunities and increase the proportion of incen- tives in traffic contracts. This entails increasing the traffic company’s commitment through greater responsibility for the range of services, schedules and sales, and remuneration for both traffic production and the number of passengers. ■ Participate in the market consolidation of active and quality-oriented players. Nobina’s business concept is to simplify everyday travel for its customers and the vision is clear: »Everyone wants to travel with us» 4 NOBINA | annual report 2010/2011 IN BRIEF Financial overview Sales increased 6.2% to SEK 6,697 million (6,308) and operating profit rose to SEK 232 million (192). Excluding costs of SEK 62 million (37) pertaining to extraordinary winter conditions, operating profit totaled SEK 294 million (229). SALES Rolling four quarters SEK M In 2010, Nobina secured contracts for 556 buses (451). Some 273 buses (339) were acquired at a value of SEK 731 million (971) and financed through financial leasing. The number of cash-financed buses amounted to 122 (41). 8,000 7,000 6,000 Sales SEK M, unless otherwise stated 2010/2011 Operating profit 2009/2010 2010/2011 5,000 2009/2010 4,000 Regional traffic Sweden Denmark Norway Finland 4,459 323 783 756 4,227 192 733 801 242 –53 21 7 205 –30 21 7 430 412 40 42 6,697 6,308 232 192 Interregional traffic Swebus Total SALES PER BUSINESS AREA AND OPERATING PROFIT TENDER HISTORY SEK M 6,000 1,000 0 Q1 06/07 Q1 07/08 Q1 08/09 1,000 800 EBITDAR 2,500 100 600 2,000 0 3,000 Q1 10/11 3,000 300 4,000 Q1 09/10 SEK M 3,500 5,000 EBITDA 1,500 –100 2,000 400 1,000 –300 1,000 0 2,000 EARNINGS TREND* Rolling four quarters Number of buses 500 7,000 3,000 200 500 06/07 07/08 08/09 Regional traffic 09/10 10/11 –500 0 Interregional traffic 0 06/07 07/08 08/09 09/10 10/11 Number of buses procured in the Nordic region Operating profit Q1 06/07 –200 Q1 07/08 Q1 08/09 Q1 09/10 Q1 10/11 Number of publicly procured buses where Nobina has offered a tender Number of buses won by Nobina SEK M 400 SEK M, unless otherwise stated 06/07 07/08 08/09 09/10 10/11 5,075 5,406 6,134 6,308 6,697 –24 161 206 192 232 Profit loss after financial items –246 –16 –233 121 59 Net profit/loss Sales Operating profit/loss –245 –15 –239 121 59 Cash flow 117 211 –59 –67 –91 Cash and cash equivalents* 351 529 558 472 335 Equity/assets ratio, % 6.7 5.8 –2.7 2.8 3.4 Shareholders’ equity 227 210 –117 137 178 Number of buses 3,503 3,376 3,505 3,553 3,618 Average number of employees 6,814 7,021 7,606 7,318 7,714 1.45 1.60 1.75 1.78 1.85 Revenue/bus * Including restricted funds. EBIT 200 0 MSEK –200 EBT 7 000 –400 6 000 5 000 –600 4 000 –800 3 000Q1 –1,000 06/07 Q1 07/08 Q1 08/09 Q1 09/10 Q1 10/11 2 000 * Adjusted for one-off costs and non-recurring costs 1 000 0 05/06 06/07 07/08 08/09 09/10 Interregional trafik 5 trafikreport NOBINA | Regional annual 2010/2011 2010/2011 Framvagnsvinjett The year in review The year in review was characterized by snowstorms, an ash cloud – and business as usual. All in all, 2010 was an eventful year with major changes in the market prior to the new Public Transport Act, which comes into force next year. MARKET organization AWARDS NEW LAW ON LOWER DRIVING AGE The Swedish Riksdag decided on a lower age for bus driver’s licenses, which is expected to benefit the recruitment of young drivers to the industry. NEW GROUP STRUCTURE A new group structure was established early in the year to increase efficiency and create a clearer business focus. Nobina Sweden, Norway, Finland and Denmark are part of the new Regional traffic business area, while Swebus belongs to the Interregional traffic business area. Central functions were combined into fewer units to enhance coordination. Swedish HR Manager of the Year, 2010 Nobina’s Director of Human Resources Ann-Marie Silokangas was announced Human Resources Manager of the Year for 2010. She received the award for her efforts to develop leadership within the Group and create a culture where the individual is visible and can develop. NEW PUBLIC TRANSPORT ACT IN SWEDEN Public transport will be deregulated in Sweden in 2012 and private traffic companies will be able to establish new routes on a commercial basis. Basic public transport will also be offered by traffic companies in the future through public procurement by the public transport authority. 6 NOBINA | annual report 2010/2011 STEIN NILSEN NEW MANAGING DIRECTOR IN NORWAY In December 2010, Stein Nilsen became the new Managing Director for Nobina in Norway. He has long experience in the personal traffic industry, and was formerly the Executive Vice President of NSB with responsibility for NSB Persontog. Prior to that, he worked in the SAS Group for more than 20 years. OPERATOR OF THE YEAR: NOBINA DENMARK In May 2010, Nobina was awarded Best Operator in Denmark by Movia, the public transport authority in the Copenhagen/Zealand area. SWEBUS – A SUSTAINABLE BRAND In early 2011, Swebus was announced third-best traffic company in Sweden for its environmental and social responsibility, by the Sustainable Brands survey. framvagnsvinjett regional traffic interregional traffic NEW CONTRACTS IN GOTHENBURG, NORRKÖPING AND MALMÖ In 2010, Nobina secured contracts for Västtrafik, Norrköping and Malmö City. The contracts comprises a total of 167 buses for city and commuter traffic in and around the three cities. However, Nobina lost two existing contracts with SL in the Stockholm area. Malmö City is now Nobina’s largest traffic area. SWEBUS SIGNS SALES CONTRACT WITH REITAN GROUP Swebus broadened its reseller network through a contract with the Reitan Group, which owns 7-Eleven and Pressbyrån, comprising more than 500 retail stores in Sweden. NEW CONTRACT IN NORRTÄLJE Nobina secured a very exciting contract in Norrtälje commencing June 2011. The contract comprises 85 buses and combines a fixed price with variable remuneration for the number of boarding customers. For the first time, Storstockholms Lokaltrafik (SL) is allowing traffic companies to help design and be responsible for the customer offering. NOBINA FIRST WITH ISO CERTIFI CATION OF ALL STOCKHOLM TRAFFIC In July 2010, Nobina became the first bus company in the industry to become ISO-certified in all traffic areas in Stockholm. The certification involves 2,000 employees and 700 buses. NEW AIRPORT SHUTTLE TRAFFIC STOCKHOLM–ARLANDA In May, Nobina took a serious step into the market for airport shuttle traffic, in competition with Arlanda Xpress and Flygbussarna. The new direct route between Arlanda and City terminalen in Stockholm takes 35 minutes. HIGHER PERFORMANCE SATISFACTION Customers gave Swebus a con siderably higher rating in the annual performance satisfaction survey conducted by Svenskt kvalitetsindex (SKI). The survey also indicates that passengers give the entire bus industry a higher rating and that they are more satisfied with buses than both rail and air travel. NOBINA | annual report 2010/2011 7 STATEMENT FROM THE CEO Improvement in all areas – with sights set higher Nordic public traffic has undergone a range of reforms during our hundred years in the market, but these changes were probably never greater than now. A new public transport act will come into force, the remaining concession contracts will expire and the Nordic contract model is being developed. Mobility increases while more people are becoming aware of our own impact on the environment. In retrospect, it feels positive to contribute to future public traffic in a market where traffic companies are advancing their positions. We achieved major improvements in all areas in 2010. We strengthened operating profit by SEK 40 million and implemented a more efficient organizational structure, but our sights were set higher. A key explanation for this lower-than-expected outcome was that the fiscal year began and ended with abnormally cold and snowy weather, which increased virtually all operating expenses – while fuel prices rose. The winter had a negative impact of SEK 62 million on profit for the year. Despite these severe conditions, we managed to maintain 99.8% of our driven routes and greater profitability, primarily due to costconscious thinking, better use of our buses and most of all, dedicated employees who actively contributed to the implementation of our improvement activities. We have also gained higher volumes in our existing contracts, which is a ripple effect of our marketing efforts and the political drive to double public transport’s share of total travel. SUCCESSES AND CHALLENGES IN OUR NORDIC OPERATIONS We strengthened our position in Sweden in several key locations. We lost two SL contracts with a total of 300 buses to Busslink in Stockholm, which we regret, but are also happy with our success in the rest of the country. Service launches for half of the city traffic in Malmö and several express routes in Gothenburg were major events, as was winning a new and interesting contract in Norrtälje with SL, which will commence in the summer. We are very excited about the new Norrtälje traffic since it builds on a demandbased remuneration model where Nobina as a 8 NOBINA | annual report 2010/2011 traffic company will be responsible for designing and marketing the offering to customers. The Norwegian operations had a more difficult year with efficiency problems and loss of contracts. Operating traffic is more expensive in Norway and we are struggling to bring costs down to satisfactory levels. But we also see great future potential in the Norwegian market, which is currently undergoing a series of changes. The trend towards more public procurements is moving fast and the market share is expected to exceed 50% by 2011. In December, Stein Nilsen became the new Managing Director for Nobina Norway. With more than 20 years in the Nordic personal traffic sector, I think he will be an excellent leader for the Norwegian operations. Nobina Denmark continued to develop positively in 2010 and we are satisfied with both the efficient operation and excellent customer service. After just two years in the market, Nobina was announced “Operator of the year” by Movia, the largest client in the country, and we recently secured more traffic in a contract with them. We commenced two new contracts and have high hopes for continued growth, but will continue to have start-up and expansion costs. We maintained our position and an unchanged market share in Finland, despite a number of challenges and continued price pressure. With a loss in the spring and one win in the fall, our market share remained unchanged throughout the year. The challenges in the Finnish market are considerable, but more contracts are expected to become competitive in coming years and we have a solid and efficient organization in place to take advantage of market growth. Our Interregional player Swebus is a wellknown brand with a strong offering. After a very good start to the year, where the ash cloud contributed to a sharp increase in bus travel, the end of the year was more difficult – for two main reasons. Customers choose more expensive transport when times are better, and price competition is increasing from public players. To strengthen our position and clarify our value to customers, we will invest more in sales promotion in the future. Swebus launched a successful direct transfer between Stockholm Central and Arlanda at the beginning of summer. The investment was initially costly but this is a long-term venture and, to date, has proceeded according to schedule. STRUCTURAL CHANGES IN THE MARKET In recent years, competition in regional traffic has been difficult to break through in all countries except Sweden and Denmark. Public players have won contracts at prices that we cannot possibly match given the quality that we want to offer. But the trend is unsustainable because under-priced contracts have not been able to generate a profit for these players. As a result, public players are currently under review in Finland, Denmark and Norway. In Finland, the municipal main competitor HELB, was challenged after the municipality was forced to cover up the company’s losses with increasing loans. The Danish government has banned Danish company DSB from participating in procurements STATEMENT FROM THE CEO » We focus on contracts with good profitability. in Sweden because of its losses here. The Office of the Auditor General of Norway is reviewing government-run Nettbuss’ operations outside of Norway, and the sale of Unibuss is being assessed in Oslo. In Sweden, the municipal bus company in Gothenburg is continuing to suffer heavy losses. We can verify that publicly owned public transport companies that are not operated on business terms are no longer sustainable in the long term, and it is only a matter of time before we see the consequences. I am convinced that an experienced traffic company with the tools to change, such as Nobina, will be tomorrow’s winner. The Nordic market is already consolidating through a series of acquisitions and mergers. Deutsche Bahn purchased British Arriva and the French players Veolia and Transdev are currently merging their public transport organizations. And this trend is expected to continue, especially in Sweden. Storstockholms Lokal trafik (SL) sold its remaining holding in Buss link to Keolis during the year, which coincided with the procurement of several major SL contracts. KR-trafik and Nettbuss Sverige dissolved their ownership ties and Vänersborgs Linjetrafik (VL-trafik) was taken over by Buss i Väst. In addition, a number of small traffic companies in the bus industry formed the Together alliance. It is difficult to fully assess how the new Swedish Public Transport Act will influence market developments, but we can already see how nearly all counties are organizing public traffic in a new government agency, the Swedish Transport Administration, to increase political influence. The county council thus assumes total responsibility for public transport. The most important factor for Nobina, we believe, is that traffic solutions are being developed together with the traffic companies and that it takes place closer to customers, based on local conditions. More and more public transport authorities are applying incentive-driven contracts but despite a positive trend in contract terms and conditions, it is still difficult for new players to participate in procurements. The traffic companies are forced to calculate the excessive additional costs to cover the risks and specific requirements imposed by the contracting authorities. We do not think that the risks for damage and extreme weather conditions should lie solely with traffic companies. Our hope is that more public transport authorities choose to design contract terms and conditions in line with industry recommendations so that customers do not need to pay too high a price for public transport. HIGH EXPECTATIONS AND MAJOR improve our offering to customers. How well we succeed depends on how well we can motivate our employees, whose dedication is one of our key competitive advantages. Thus, during the year, we clarified our shared values, developed our offering to increase the number of trips, invested time and resources in leadership issues and increased the number of individual performance reviews and feedback opportunities. In the coming year, we will focus on securing more contracts with conditions for good profitability. The more procurements in the market, the greater the selection of interesting contracts to bid for. We will maintain our strategy to tender only for conditions with profitable development and therefore welcome the new quality evaluations in which we can better demonstrate the added value we offer customers. We will also review our working processes and continue to improve productivity. Optimization of the bus fleet is central in this respect, as is finding alternative fuel solutions in order to achieve greater flexibility as fuel costs rise. In our world, the road to a sustainable society begins with buses and we are convinced that customer satisfaction and higher margins go hand in hand – in the next hundred years too. OPPORTUNITIES Our vision is that everyone will travel with us. That is why we work consistently to Ragnar Norbäck CEO NOBINA | annual report 2010/2011 9 MARKET OVERVIEW Public transport – an everyday event Nobina operates in a growing market in transition; public transport has never been more right. More and more people choose to travel by bus because it saves time, money and the environment. Traffic companies gain more control over how traffic is designed and tomorrow’s winners are the players who can offer an attractive, affordable and profitable product to their customers. THE Traffic TREND A GROWING MARKET Nobina’s largest market is in metropolitan regions. The majority of people choose the bus sometimes and about 25% use public transport every day. Women travel by bus more often than men, while young people and pensioners travel by bus most frequently. The Nordic market for public transport by bus is expected to grow over the coming years and generated around SEK 44 billion in 2010, of which regional traffic accounted for nearly 90% and interregional traffic for slightly more than 10%. about 20% for decades. But a joint change processes is currently taking place. A doubling of public transport would reduce the carbon emissions of passenger traffic by more than 20% and provide an economic gain of more than SEK 4 billion. In early 2008, a united public transport industry thus presented its ambition to double the market share of public transport in the short term, and to double the overall travel by public transport by 2020 to the Ministry of Enterprise, Energy and Communications. In spring 2008, industry associations presented a joint action plan to the government, after which doubling work proceeded with full force through various sub-projects. THE Public transport TREND IS GROWING, BUT CHANGING HABITS TAKES TIME PRICING AND PRODUCT DEVELOPMENT Environmental considerations, leisure time and personal finances make bus or train transport more attractive than driving. Just five passengers on a bus, irrespective of fuel, has already contributed to reducing our environmental impact. But despite the fact that cars are expensive, create congestion and have a negative impact on the environment, driving is increasing at a faster rate than bus traffic, due to the convenience, in all areas except metropolitan regions. Most people who do not use public transport do not know how public transport works or where it operates. Prejudices about travel times and disruptions make the threshold high. Efforts by politicians and traffic companies have not managed to increase the market share for public transport, which has remained at When times are tough, it is difficult for the government, municipalities and county councils to achieve a balanced budget, which reduces opportunities for public transport to receive higher appropriations. Economic development also affects the funding of buses, which accounts for around 40% of the costs in contracts. All buses in the market today are custom-built since requirements vary from one client to another, and the continued low number of competing bus suppliers has a negative impact on pricing and product development. In 2010, several international traffic companies showed low or negative profita bility in their Nordic operations. All players expect that the price scenario in the Nordic region will improve for traffic companies. 10 NOBINA | annual report 2010/2011 » Environmental con siderations, leisure time and personal finances make bus or train transport more attractive than driving. A very ordinary day MARKET OVERVIEW »Bus transport accounted for about 59% of total public transport and increased slightly during 2010. The trend throughout the Nordic region is toward more incentive-driven contracts, which will increase travel and make it profitable to offer public transport. And as more traffic areas are opened up for competition, the price scenario will improve and benefit the traffic companies that can deliver high quality for a good price. TRAVEL IN THE NORDIC COUNTRIES Travel is increasing in Sweden and this is true for both car travel and public transport. Bus traffic accounted for approximately 59% of total public transport, up 0.4% during 2010. That can be compared with the subway, which accounted for approximately 27% and trains for approximately 14% of trips. In Norway, the number of travelers using public transport increased by 1.3% during 2010, which corresponded to developments during 2009, according to the Statistics Norway. The largest growth occurred in conjunction with the expansion of subway and streetcar lines, although those comprise a relatively small portion of the total traffic. Bus traffic accounted for approximately 60% of the total public transport, with that percentage remaining unchanged in recent years. In Finland, public transport increased in the capital city area by 2.2% during 2010. Bus traffic accounted for just over half of trips, increasing by 4% during that time period. That can be compared with the subway, which accounted for approximately 17.5% and trains for 14.4% of trips. In Denmark, bus traffic accounted for approximately 40% of trips according to a study conducted in 2009. Conditions remained unchanged during 2010. The number of travelers has fallen since 2003 as a result of economic growth and increased competition from cars as the primary mode of transportation. Following the same trend, the number of bus trips increased by 2.4% during 2010 due to the financial crisis. The past two years have seen comprehensive changes to public transport in the form of cutbacks, structural changes and stream lining of both city and regional traffic. Overview of public transport in Sweden, Denmark, Norway and Finland 2010/2011 All scheduled public transports (rail and bus) Scheduled public bus transports Scheduled public bus transports exposed to competition Market value, SEK bn Number of buses Market value SEK bn Number of buses Regional traffic Market value, SEK bn Interregional traffic Market value, SEK bn Sweden 30.2 7,696 14.8 7,186 14.0 0.8 Denmark 24.5 3,247 8.4 3,177 8.2 0.3 Norway 13.3 6,328 13.2 2,519 3.6 0.3 Finland 20.6 4,913 7.6 1,354 2.7 0.8 Total 88.6 22,184 44.0 14,236 28.5 2.2 Market values are estimates made by Nobina. 12 NOBINA | annual report 2010/2011 framvagnsvinjett NEARNESS IN EVERYDAY LIFE BACKGROUND: HOW WE GOT HERE – PUBLIC TRANSPORT IN SWEDEN The 1960s and 1970s saw a sharp downturn in public transport as the car made its inroads into society. Traffic companies held exclusive rights and controlled both pricing and traffic over the principals in their respective traffic areas. Despite subsidies, poor coordina tion of timetables and complicated ticket systems, it was difficult to break out of this pattern and there was an enormous need to shift the power from the traffic companies to the politicians. In 1967, Storstockholms Lokaltrafik (SL) was founded and in 1978 there was a transport authority reform. The 1980s The transport authority reform took effect and resulted in coordinated transport offerings that were acquired through public procure ment and a new ticketing system. We went from having bus routes to a bus system and public transport received a real boost thanks to a good economy and a political desire that more people should be able to travel together. With the new coordinated transport system, Stockholmers could travel through out the entire city for only SEK 50 per month and a person from Jämtland no longer needed to have four differ ent tickets to travel to and from their job. However, it was only in 1989, in conjunction with the next transport reform, that the market was entirely deregulated. The 1990s saw concession contracts (with a few small exceptions) and trans port rights revert back to the public transport authorities, who could now implement public procurement of a desired bid, regardless of old struc tures. The power shifted from the traffic companies, who were forced to deliver the corresponding offerings as before – but at much lower prices. We ended up with higher quality thanks to a new buyer’s perspective, but also an unreal istic price point due to the fierce com petition. The traffic companies were not mature enough to evaluate the market and acquired market shares at below cost prices with the hope of profitable contracts. At the same time, the amount of tax funds decreased due to the finan cial crisis, draining traffic companies who had limited means of impacting the product. We still see the consequences of that development today. The 2000s provided us with clearer transport offerings, lower costs and higher quality. At the same time, traffic companies took on large losses and the open procurement process had devel oped into a complicated system that limited both purchasers and providers since it focused more on details and costs than on function and customer needs. Around the world, there was an increased focus on environmental and climate change issues, urbanization continued, fuel prices shot through the roof and congestion fees were implemented to better control traffic. Following the completion of the government study, Koll Framåt, which came out in 2007, the public transport industry rallied during the beginning of 2008 around a proposal for a common plan of action to double the market share of public transport over the short term and public transport travel by 2020. The 2010s will see changes with the new public transport law that goes into effect on January 1, 2012. The goal of the new law is to modernize public transport and adapt it to the EU’s new regula tions in that area. According to the new legislation, traffic companies shall be allowed to establish commercial public transport offerings freely within all geographic market segments, with the goal of increasing the dynamics and contributing to a greater offering of public transport options and increased travel. At the same time, the regional public transport authorities will have better prerequisites to act efficiently through a more functional authority and a more clearly defined role and division of responsibilities, according to the government. For travelers, the new regulations will result in a larger number of travel alternatives and increased freedom of choice. 14 NOBINA | annual report 2010/2011 Then … … and now. market – regional traffic The market for regional traffic The business model for regional traffic ensures steady revenues through long contracts and close relationships with customers and principals. The Nordic market is undergoing significant transformation with ongoing consolidations through acquisitions or mergers. Soon the last concession agreements will expire and more traffic areas will open up for public procurement. THE PUBLIC PROCUREMENT MODEL A TRAFFIC AREA IS PROCURED … Politically controlled, publically owned principals are responsible for regional traffic service, usually the municipality or county council. Regional traffic includes county traffic, city traffic and school bus traffic. In many parts of the Nordic countries individual public transport authorities and traffic companies hold exclusive rights for operations through old, concession agreements. However, in more places traffic is being publically procured in accordance with the EU’s new traffic regulations, which forbid concession agreements. As current concession agreements expire during the coming years, public transport throughout the Nordic countries will become competitive. … THROUGH PUBLIC PROCUREMENT … In those instances where traffic agreements have been awarded in accordance with the law for public procurement, the public transport authority invites all interested traffic companies to a public procurement. Preparations for a procurement are started well in advance and active subsidiaries begin to hold general discussions with the relevant public transport authority up to three years before the actual formal process begins. Special procurement teams create an accurate, comprehensive picture of the conditions year by year, for every individual case. Planning encompasses everything from pavement and traffic planning to investments in employees, fuel, buses and deposits. The goal is to prepare a bid that is attractive for all parties – both the principal and customers – and which also provides the traffic company satis factory profitability. Nobina plays an active role in the industry dialog that is conducted between traffic companies and principals, in order to improve the correlation between goals and means in the tender process – such as evaluation models and general terms for increased predictability and transparency. A few concrete results of these initiatives include standardized industry contract templates that were developed during 2010 and new types of quality controls that are now being used by more transit authorities during procurement. revenues to the traffic company and benefit those players who can run an efficient operation and attract the most travelers. The disadvantage is that a traffic company cannot control offerings according to demand – that is overseen by the principal. Finally, an incentive contract is a hybrid between a gross and a net contract and is becoming increasingly commonplace in the market. These are based on a gross contract but provide the traffic company with an opportunity to increase its revenue if the number of passengers increases. … AND THEN THE TRAFFIC STARTS ROLLING … THE EMPLOYER AND THE WINNING TRAFFIC COMPANY DRAW UP A CONTRACT … The contract between the employer and the traffic company regulates how transport should be operated and generally is in force for between five and eight years, with the option for an extension. The contract regulates everything from timetables and ticket prices to what the buses should look like and what kind of fuel they should use. The aim is to make the contract less detail-oriented and more functionally based so that traffic companies have greater latitude in formulating their offerings according to their own evaluation of the market’s needs. The most common format is for the traffic company to receive payment in accordance with a gross contract. That enables the public transport authority to receive all ticket revenues while compensation to the traffic company is determined based on the number of kilometers and hours driven, which provides limited incentives to attract riders over the short term. Net contracts are rare, and instead provide a majority of ticket Once a company has negotiated a contract with a public transport authority and it has been signed, it is generally the case that the terms of the contract may not be renegotiated unless both parties mutually agree to the changes. Once traffic starts rolling, existing bus drivers and other operational employees usually move over to the bus company that wins the contract. This immediately eliminates costs for wages, insurance and pensions for those employees for the bus company that is handing over the traffic. The incoming traffic company must offer employment to drivers in the pool that consists of previous employees of the out going traffic company, before any eventual new hires. Most contracts contain the option of extension by one to three years, if the public transport authority informs the traffic company about this one year before the expiration of the original contract period. NOBINA | annual report 2010/2011 15 Market – regional traffic THE PATH TO PROFITABILITY REVENUES At today’s price levels, ticket revenues are insufficient to cover the principal’s costs. The difference is funded through taxes. The rate of self-financing varies both nationally and over time, but lies on average at between 50–60% for all of the Nordic market, with local variations. Commonplace for all the various types of traffic agreements is that changes in compensation over time track an index that is intended to compensate the traffic company when the costs of, for example, fuel or salaries, increase. How often the index is adjusted varies somewhat among the Nordic countries, but the trend is towards more frequent adjustments. In Denmark, the index is adjusted monthly, in Sweden and Finland on a quarterly basis, while in Norway calculations are made only one year after the fact. COSTS Pricing is usually the primary variable for traffic companies to favorably distinguish themselves during the procurement process, which, as a rule, favors larger, more efficient traffic companies that can deliver transport services at low costs. Nobina operates with the principle of only submitting bids that have good prerequisites for good profitability, and therefore chooses not to use pricing to win over its competitors. As the largest bus traffic company in the Nordic countries, Nobina has achieved significant savings by centralizing a large portion of purchases for all of the Group’s operational subsidiaries. This means that the company can often procure a contract at price levels that are competitive, for example by seeking out advantageous terms for items such as fuel, tires and spare parts for buses. The bus fleet comprises approximately 40% of the contract cost. Oftentimes the solution that a customer selects contains a combination of newly purchased buses and buses that have already been used previously 16 NOBINA | annual report 2010/2011 in operations. Investments occur in advance of traffic startup and the goal is to relocate or sell buses in conjunction with the expiration of a contract. The more standardized buses are, the broader the area of application they have within the Group over time. Principals’ demands on buses can be very specific, however, when it comes to things like fuel type, seat material, door width or body color, which requires long-term planning in order to optimize usage over time. The requirements on buses are similar in the Nordic countries with the exception of Finland, which means that it is more difficult to relocate buses into or out of that country in conjunction with a new contract. Specification of fuel type and emissions requirements are standard today in the procurement documents. Keeping in line with political objectives, 40% of traffic should be operated using buses that use renewable fuels by 2012 and 90% by 2020. In order to meet these goals, traffic companies will have to quickly adapt their bus fleets and increase their share of renewable fuels. This means a cost increase and major reorganizations for both bus companies and public transport authorities. Nobina is intensifying its business intelligence and skill development within the area of future fuels. Dialog with suppliers and principals is increasingly focused on the purchase of buses, and on various cooperative projects with manufacturers and public transport authorities a number of different alternative fuels are being evaluated. PROFITABILITY Customer-specific solutions, like the start of a new traffic contract, often involve new investments in a bus fleet, both in terms of upgrades of existing buses as well as new purchases. Costs and revenues in individual contracts are therefore unevenly distributed across contract periods, as is profitability. In addition, insufficient index calculations can potentially make cost increases for fuel and wages a problem for traffic companies. A correctly calculated contract in combination with effective operations will, however, yield positive profitability when viewed over the entire contract period. Consequently, the composition of the contract portfolio of new and current contracts affects the combined profitability for a particular year. Nobina has approximately 146 traffic contracts of varying ages and sizes. Optimization of the bus fleet, efficient traffic planning and a good dialog with the principal is the best path to good profitability. By avoiding empty mileage, using environmentally friendly fuel, applying environmentally friendly driving techniques and above all, filling up buses with people, both emissions and costs can be reduced. Profitability development of a normal seven-year contract with a two-year extension CONTRACT YEARS SEK M 1,200 OPTION YEARS Revenue 900 600 300 0 Book value EBITDAR EBIT –300 –600 Accumulated cash flow –900 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 A new way forward in Norrtälje In June 2011, Nobina will be starting up new traffic in Norrtälje on behalf of the principal SL. This is the first time that SL is allowing a traffic company to have such a large responsibility for direct customer relations. In its Norrtälje con tract, Nobina has received a large degree of freedom to design the offerings, timetables and marketing – and along with it an increased opportunity to impact the number of riders. This means that Nobina is taking on greater risk, but will also keep a larger portion of the revenues. The new Norrtälje traffic operation is one of this year’s most exciting events. In its contract with SL, Nobina has received increased responsibility, a wide degree of latitude and clear financial incentives to increase public transport between Norrtälje and Stockholm. The goal is increased ridership The contract is divided into two different compensation models. In the more traditional portion Nobina will receive »normal« compensation for traffic in and around Roslagen, local traffic in Norrtälje and rural traffic farther out in the county. In the second portion, which encompasses three commuter lines, Nobina will instead be paid solely based on the number of riders – one amount per boarding passenger during rush hour traffic and another lower amount per board ing passenger during non-rush hour periods. There is also room for a quality bonus for extra high customer satisfaction, which could be a challenge since Norrtälje residents are currently the most satisfied in the entire county. »We look forward to demonstrating how we as a traffic company can increase ridership through improved offerings. With our ambition of eventually doubling the number of pas sengers, having satisfied customers is a very good starting point,« says traffic manager Leif Enebrink. High level of onboard service The three commuter lines will be operated using doubledecker buses and have onboard wireless Internet. The buses will operate on RME fuel (biodiesel made from rape seed oil) which is entirely fossil-free. The advantage of double-decker buses is that Nobina can offer a product with a high level of comfort that allows all riders to better utilize their travel time. The buses will also be fully accessible to people with limited mobility. »Onboard the buses we will be focusing on friendly treat ment and accurate information, for example regarding traffic disruptions. We will also be reviewing traffic routes and possi bly move the bus terminus according to traffic patterns and connecting traffic. It is practically only one’s imagination that will set the limit for how we can develop offerings so that more people choose to ride public transport,« says Leif Enebrink. Better awareness of benefits The goal is to gradually increase bus ridership, primarily by reaching people traveling by car. Public transport’s current share of the commuter traffic is 50% between Norrtälje and Stockholm. A comprehensive mapping and analysis has formed the basis for evaluating future potential. During its tender analysis, Nobina asked its potential customers where they travel, how they travel, when and why not. The average motorist thought that it took 45% longer time than what it actually takes – one hour. An important aspect of marketing in the future will therefore be to eliminate such biases and provide information about the possibilities and advantages of public transport. Immediately after the tender results were announced last December, work began on preparing for a traffic launch date in June. That is an unusually short start-up time compared with the more normal one year. »We have big plans for Norrtälje. Certain ideas will be imple mented immediately, while others will have to wait until we have established a relationship and had time to test the system. Currently we are working intensively to get all the pieces in place and to train and inspire all our employees so that our traf fic start will go as smoothly as possible,« says Leif Enebrink. Potential for profitability Depots and workshops have been adapted to be able to receive the new double-deckers. In addition, the bus facilities are located in the Norrtälje area and not in Stockholm. By having the parking lot where most of the drivers live, the buses will be able to start at the actual route rather than having to first be transported from Stockholm to the first stop. That eliminates idling and unnecessary environmental impact while eliminating an extra trip for drivers to get to work. »The Norrtälje contract is a clear step in line with the new public transport law that will go into effect in Sweden in 2012. The incentive portion with compensation per boarding pas senger will mean a greater risk – if we do not succeed in attracting as many new riders as we estimate and hope for. Above all, however, it is a huge potential for the possibility of impacting travel to generate higher revenues and improved profitability,« says Leif Enebrink. market – regional traffic NORDIC OVERVIEW Consolidation of the Swedish market began in 2010 through a number of acquisitions and mergers. Deutsche Bahn purchased Arriva. Veolia and Transdev are in the process of merging their public transport organizations. SL sold its 30% share in Busslink to Keolis, which now owns 100% of Busslink. Jämtland’s KR-trafik and Nettbuss Sverige dissolved their ownership ties. In addition, a number of smaller traffic companies in the bus industry formed the alliance Together. Vänersborgs Linjetrafik (VL-trafik) was acquired by Buss i Väst. SWEDEN In Sweden, Nobina is the market leader for regional traffic with one-third of the publically procured market, which is divided up into 20 public transport authorities and is worth approximately SEK 14 billion. Other major players in the market are Keolis-owned Busslink, Arriva and Veolia. Almost all routebased public transport by bus is procured publically. In certain cities, old concession agreements remain, limiting competition. SL is the largest public transport authority since Stockholm alone accounts for almost half of all Swedish public transport. According to the Swedish law regarding public procurement, the procuring authority shall accept the tender that has the lowest price or in some other way is financially most advantageous. The latter means that the bidder can attempt to compensate a higher price with a higher level of quality. In recent years, public transport authorities have implemented quality evaluations alongside of the quantitative comparisons among incoming tenders. In those instances, operational descriptions are also ranked and given equal weight as the tender price. Gross contracts are the most common in the Swedish market. The trend, however, is to move towards incentive contracts. Compensation in the contract is normally adjusted according to quarterly indexation calculations. 18 NOBINA | annual report 2010/2011 In January 2012, new public transport legislation will go into effect in Sweden, with a more clearly defined focus on customers, providing greater responsibility – and momentum – to traffic companies. The legislation is based largely on models that were developed within the framework of the doubling effort, where the industry, with strong support from Nobina, has been active. The goal is to modernize public transport, create improved dynamics in markets and to increase travel. Strategic decisions about public transport, which today are often made by county traffic companies, shall be made through administrative formats for increased insight and improved coordination with other community planning. NORWAY The Norwegian market for contract-bound regional traffic amounts to approximately SEK 4 billion and comprises 20% of the total market for regional traffic. Market leaders include the state-owned Nettbuss with 26% of the competitive public bus traffic, while Nobina is the second largest with 17% of the market. In addition, there are a number of small, local companies that provide traffic through concessions. Since 1994, Norwegian public transport authorities have had the option, but have not been forced, to award traffic contracts through public procurement. The number of publically procured public transport agreements in Norway is therefore less than in Sweden, but is expected to exceed 50% during 2011 due to an EU directive that bans the current concession agreements. As competition increases in Norway, Nobina believes that room for consolidation among the local bus companies will increase. The public transport authority usually procures both school buses and route buses in a single tender. A few of the traffic packages now also include transportation services for the disabled. The supporting documents for tenders specify, like in Sweden, the routes and timetables that shall be covered by the traffic company and usually contain detailed requirements about bus type (i.e. age and design of the coach and interior), environmental standards (such as fuel type, emissions levels and exhaust filters) and quality. In urban areas, the trend is towards hybrid buses while in rural areas it is towards biodiesel with strict emissions requirements. The principals almost exclusively require new buses, which poses demanding financing requirements. Indexation adjustments of compensation occur only annually. FINLAND The Finnish market for public transport by bus is worth approximately SEK 6.5 billion and is expected to grow by 15% over the next few years. Regional traffic in Finland was deregulated in the mid-1990s, although the only markets that are open to public procurement are the Helsinki, Tampere and Turku areas, which together comprise around 40% of the total market. Nobina lacks access to well-situated bus depots in Turku and Tampere and only has traffic operations in the Helsinki area. Throughout the rest of Finland, public transport remains completely insulated from competition, benefiting small, local traffic companies. During the year, a new EU directive went into effect, limiting concession contracts. It is expected to open up large portions of the Finnish market to competition during the coming years. The Helsinki area is Finland’s largest market for regional traffic. Tendering procedures in the Helsinki area are designed like those in Sweden, with traffic contracts that last for five years. Unlike the other Nordic countries, however, contracts in Finland are normally procured for each specific route, rather than for an entire regional or local network. Since the merger of several transport and environmental authorities in 2010, the Helsinki area has been dominated by a single public transport authority, HRT Helsinki Region Transport. Powerful pricing pressures have contributed to a consolidation of the Finnish market, which is currently dominated by five large players. market – regional traffic » Nobina operates with the principle of only submitting bids that have good prerequisites for good profitability, and therefore chooses not to use pricing to win over its competitors. The market leader in the Helsinki region is the municipal traffic company, Helsinki Bus Traffic, with over 40% of the market. Nobina is the second largest with approximately one-third of the publicly procured traffic. Then comes French Veolia, the state railway operation Northern Transport (Pohjolan Liikenne) and finally Westendin Linjat. Currently, there is tough competition in a price environment that requires a high degree of efficiency to be able to yield a positive operating profit, although the pricing situation has become successively better over the past five years. In addition, cost indexation is a big challenge. It is regulated on a quarterly basis but is set up in such a way that potential cost increases during the previous quarter risk not being covered. Discussions are in progress with the principal, and the local transport union will be opening negotiations with both the new public transport authority and the authorities that control the index to secure more reasonable terms. DENMARK In autumn 2008, Nobina successfully launched traffic operations in Denmark for the first time. Establishment of operations in Denmark meant entering a geographic market that is worth approximately SEK 7.5 billion, or over 15% of the Nordic market for route-based public transport by bus. The Danish public transport by bus market was opened to competition in the early 1990s and currently all traffic areas in the country are procured. Public transport in Denmark works in the same manner as in the other Nordic markets. The market is consolidated into six regions with just as many public transport authorities. Arriva is the market leader with approximately 40% of the market following three large acquisitions – municipal-run Bus Danmark, state-run railway operator Combus and Veolia’s Danish operations. Keolis is, through its Danish company City-Trafik, the second largest traffic company. Nobina’s share of the market amounts to less than 5%, but is expected to increase during the next few years when one-fourth of traffic will be up for procurement. Quality is a more important factor than price in Denmark, which affects the format of the tender and is reflected in the rising bid prices. The Danish principals look favorably upon a development where traffic companies are more participatory in designing the product and receiving a larger share of the compensation. Many traffic areas have incentive agreements with the key factors being reduced emissions and more satisfied customers. In terms of indexation of compensation, that is working well in Denmark. Wages are regulated on a semiannual basis and other items such as fuel and maintenance on a monthly basis. MAJOR PLAYERS Arriva Arriva was previously listed on the London Stock Exchange, but was bought out of the Exchange by Deutsche Bahn in August 2010. In the Nordic region, the company has opera tions in Sweden and Denmark. The company also conducts rail operations. VEOLIA Veolia is a listed French company that also provides transport services on trains, light rail lines and ferries. The company is the only traffic company other than Nobina that has, or has had, scheduled transports in all of the Nordic countries, but left the Danish market a few years ago. BUSSLINK/CITY-TRAFIK/KEOLIS French Keolis is the principal owner of Busslink, which was formerly called SL-Buss and was at that time wholly owned by the Stockholm County Council (SLL). Similar to Arriva, Keolis is active in Sweden and Denmark but not in Norway or Finland. During 2010, SLL sold its 30% ownership interest to French Keolis, which also owns the City-Trafik company in Denmark. HELB/CITY OF HELSINKI The City of Helsinki’s bus company, Helb, is one of the largest traffic companies in the Helsinki region but has no operations outside Finland. NETTBUSS/NSB The Norwegian state railway operator NSB owns Norway’s largest bus company Nettbuss. The company also has operations in Sweden (Orusttrafiken, KR-trafik and Säffle bussen) and Denmark. TIDE Tide is a listed company with operations in bus and boat transports in Norway. Today, the company is active mainly in Bergen and Hordaland County. TORGHATTENGRUPPEN Since November 2008, Torghattengruppen includes the listed company Fosen with the traffic company Norgesbuss. Torghatten has no operations outside Norway. NOBINA | annual report 2010/2011 19 Market – Interregional traFfiC The market for interregional traffic Through Swebus, Nobina is a profitable market leader in long distance bus traffic in Sweden. The market is mostly deregulated and offers major oppor tunities for individual traffic companies to tailor their offerings to customers. Long distance bus travel is intensifying its competition with railways, which enjoy both great trust as well as performance challenges. Nobina defines interregional traffic as express traffic over distances greater than 100 kilometers. In certain regions, interregional traffic is combined with regional or local public transport. In those instances, the public transport authorities compensate the bus companies for making a number of stops in proximity to a regular, local public transport bus route within a certain region. Conditions vary more among the Nordic countries than they do for regional traffic. Nobina’s interregional traffic operations are so far only offered in Sweden. FIERCE COMPETITION The market for interregional traffic is usually deregulated, which means that traffic companies have full responsibility for all aspects of the service, including route planning, schedules and prices. There are no revenues from taxes or other traffic contracts with public principals. All revenue comes directly from passengers and offerings are based on a strong brand, a good product and efficient distribution. This can be compared with regional traffic, which is entirely regulated by the public principals that tender the service. A GROWING MARKET Nobina estimates that the market for inter regional traffic will continue to grow as more routes are developed. Above all young people, but also seniors and women are major traveler categories for interregional traffic. More passengers are coming to value the pricecompetitive service that buses have to offer compared to rail and air travel, costs savings for parking the car and not least of all the environmental aspects. 20 NOBINA | annual report 2010/2011 While railways are the undisputed market leaders for interregional traffic and are growing faster than express bus traffic, the dynamic is expected to increase in the market. OTHER TYPES OF INTERREGIONAL TRAVEL Commuter traffic is currently estimated to have limited opportunities for development since most traffic is publically financed and current regulations give traffic companies a right of refusal towards new establishments. The new public transport law that goes into effect in 2012 will change that, however. Special trips to various events is another niche market that is attracting more and more players and travelers. This can be everything from the Book Fair to the Reggae festival to the Vasaloppet ski race. Even airport transfer traffic is a growing market, not least due to environmental requirements and high parking fees. NORDIC OVERVIEW SWEDEN The market for long distance traffic in Sweden was deregulated in 1999. Prior to that, SJ had the right to decline the opening of long distance traffic services if those services competed with the railway. Since then, however, relatively few players have entered the interregional traffic market in Sweden. Nobina has a well functioning business model for interregional bus traffic through its market-leading Swebus, which offers scheduled interregional transport services. Swebus transported approximately 50% of all passengers who traveled long distances by bus in Sweden during 2010. Number two in the market is Norwegian Nettbuss Express, with around one-fifth of the market and operations under the brands Bus4you and Gobybus. Third is Ybuss, with around 7% of the market. The remaining portion is allocated among a number of smaller players. NORWAY The market for interregional traffic in Norway is dominated by NOR-WAY Bussekspress, a marketing company owned by 40 private traffic companies with approximately 3 million travelers annually during 2010. One of the reasons for the higher penetration of interregional traffic services in Norway is that the railway system is not as built out as in Sweden. FINLAND The market for interregional traffic in Finland is dominated by two companies, Expressbus Yhteenliittymä and Oy Matkahuolto Ab. Certain routes in Finland – destinations departing from and traveling to medium sized cities – do not have efficient train connections, which explains the special position of long distance bus travel in the country. DENMARK Denmark is characterized by a limited selection of long distance buses, which are much smaller than in the other Nordic countries. Interregional traffic is dominated by Abildskov AS. The main reasons for this are a welldeveloped railway network, a small country and a population density that offers a good base for railways and public transport. With the customer as the principal In the Interregional traffic, every krona earned comes directly from the passenger and the range is based on a strong brand, an excellent product and efficient distribution. Swebus continuously develops its offering to customers. AT THE FOREFRONT OF TECHNOLOGY In June 2010, Swebus was the first among express-coach companies to offer its customers the opportunity to pur chase tickets via their mobile telephones. The bus tickets may be purchased via all types of mobile phones, either through a mobile application, or the website. Bank cards are used to pay for the tickets and redeemed on board the bus by scanning the bar code that is sent to the mobile telephone in connection with payment. »The digital channels are becoming increasingly impor tant. Today, approximately 70% of our tickets are purchased directly via the Internet. We have now taken another step by offering the opportunity to search and purchase trips via mobile telephones,« says Adam Laurell, Business and Marketing Manager for Swebus. Those who have tested Swebus’ services have been very satisfied and are often recurring users of the mobile platform. The objective is to be accessible, to a greater extent, where customers are. The challenge is to locate sup plementary services that match Swebus’ products, and to cost-efficiently adapt to the safety requirements and the array of technical services that already exist in the market. »Swebus’ operation is completely market-driven, which is why we must continuously be at the forefront in the develop ment of our offering to encourage customers to choose us ahead of the competitors,« says Joakim Palmkvist, Managing Director. TOWARD HIGHER GOALS During 2010, Swebus expanded its travel range and launched direct 35-minute trips between Arlanda and City Terminal in Stockholm. The buses depart every 15 minutes during rush hour. The trip takes 35 minutes and connects to Swebus’ other scheduled traffic at the City Terminal. »More than 16 million passengers travel to and from Arlanda annually, and the forecast indicates that the figure will increase in the future. With Swebus Airport Transfer, we will be competing for the growing market with such main competitors as Flygbussarna and Arlanda Express,« says Joakim Palmkvist, Managing Director of Swebus. On board the Airport Transfer, the Internet and morning newspapers will be available free of charge. The tickets are sold at Pressbyrån, 7-Eleven, in ticket machines at Arlanda and City Terminal and on Swebus’ website. Many of the air passengers live in the Stockholm region, but throughout Sweden, there is an expanding need for public transport to the country’s largest airports. Swebus will be first in the market to extend the bus journey from the airport to your home town. Everyone living, for example, in Nyköping, Linköping or Västervik will now be able to travel all the way to Arlanda with Swebus. »From Arlanda, we view the increase in public transport as highly positive. The airport’s role is to largely connect the regional public transport with global public transport. With more players, competition will increase, which will benefit pas sengers,« says Jan Lindqvist, Information Manager at Arlanda. The number of passengers rapidly exceeded expectations, which is why Swebus decided to increase the number of trips on the route at the beginning of summer. nobina – the operations Mission: to simplify everyday travel Anybody can drive a bus, but not everybody can combine quality and efficiency so the operations are profitable. Nobina has shown that it’s possible to improve the margins in a competitive industry – and implement changes. The key factors are experience, customer focus and efficiency. Nobina is a modern company with clear values and effective process control. Operations are divided into two business areas: Regional and Interregional traffic. Regional traffic operations are conducted by the Group’s subsidiaries in Sweden, Norway, Finland and Denmark, while Swebus, which manages Interregional traffic, operates only in Sweden. The Group has more than 10,000 employees who work with traffic planning, bus service and maintenance, sales and training, but the majority work as bus drivers. During recent years, Nobina has identified what is most important for the company to achieve its vision – “everybody wants to travel with us” – and initiated efforts to secure the quality and efficiency of the processes that will take the operations toward the vision. Customer-experienced quality and motivated employees are a core prerequisite. And in a competitive and deregulated market, it is even more important that Nobina is clear about what the company is and stands for. SUCCESSFUL BUSINESS MODEL More than 90% of the Group’s revenues are attributable to contracts for bus traffic that are procured by publicly owned transport authorities in the Nordic market. The business model for regional passenger transport service is based on selecting attractive tenders that provide profitable operations. Attractive tenders can be won through comprehensive analyses, meticulous calculations and formulations of creative solutions, while the road to profitable operations goes through efficient traffic planning and operational control as well as flexible utilization of the Group’s buses. The contracts usually extend over 22 NOBINA | annual report 2010/2011 5–8 years and most include an extension option that covers another 1–3 years. Payment is generally based on kilometers driven and/or hours and, in many cases, the number of buses in traffic, which generates stable revenue flows and low financial credit risk since the counterparties are public transport authorities. Nobina has historically won a high percentage of tenders and achieved significant success in efforts to impact the models that are used to index the revenues, thereby reducing the risk of imbalance between revenues received and actual costs. Nobina also has a successful business model for Interregional bus traffic through its operations within Swebus. The market for Interregional traffic in Sweden is deregulated, and every revenue krona (SEK) for the traffic company comes directly from the passengers, which requires a strong offering and effective distribution. Swebus is ranked highly by customers, offers its tickets through effective and accessible sales channels, has high brand recognition and accounted for more than 50% of longdistance travel in Sweden during 2010. Acknowledged market leader Nobina is the market leader within public transport services by bus in the Nordic region. After 100 years in the market, Nobina has extensive knowledge, a proven business model and a strong market position – factors that are valuable in the ongoing restructuring of the industry. New legislation governing public transports in Sweden will take effect in January 2012, with a more clearly defined customer perspective and greater responsibility – and, in turn, propelling force – for the traffic company. In the rest of the Nordic region, a growing number of traffic sectors are also opening up for public procurements as the present concession agreements are terminated in compliance with pertinent EU directives. Nobina has the right position and adequate size to become a leading force in the market’s continued restructuring. STRONG CUSTOMER FOCUS Nobina’s business concept is to simplify everyday travel for its customers, including both Regional traffic under contract from municipalities with public transport authorities and Interregional traffic for customers in a free market. The operations, therefore, are characterized by strong customer focus and close cooperation with public authorities and politicians at the national and local levels as part of efforts to offer an attractive product to all business interests, which is a key factor for Nobina’s customers, principals, owners, society in general, employees and partners. Within its contract traffic operations, Nobina maintains a close dialogue with the public transport authority, working together to improve the travel experience for the customer. Contracts usually extend over a period of several years and, therefore, close and goal-oriented programs of cooperation that begin before contracts are even awarded, can lead to significant improvements with regard to everything from more passengers to better traffic solutions and more advantageous contract models. The Interregional traffic is completely customer-controlled and, within Swebus, there are established channels to monitor the Strong customer focus SUCCESSFUL BUSINESS MODEL Acknowledged market leader Comprehensive traffic planning expertise optimal bus management value-driven organization Attractive employer effective recruitment management Responsible social player nobina – the operations » By optimizing its bus fleet, Nobina can operate traffic profitably. market’s needs. The offering of traffic, destinations and ticket prices is controlled by demand, and the offering is continuously developed through new payment solutions, for example, event transports, airport transfer traffic and different forms of service. With its flexibility and new schools of thought, Swebus is always quick to offer alternative transports in conjunction with disruptions in traffic. COMPREHENSIVE TRAFFIC PLANNING SKILLS A profitable traffic contract is based on meticulous planning and resource-effective implementation. The work involved in preparing a tender is started as early as 1–2 years before the procurement procedure is initiated by the principal. During the early stages, Nobina conducts in-depth dialogues with the principal, industrial organization, employees and customers in order to analyze existing conditions for traffic patterns and potential market needs. The tender planning personnel study infrastructure, test drive the routes and review present and possible depot alternatives. The goal is to offer an attractive, profitable and realistic traffic solution for both the short and long-term. Contracts extend over several years and continuous development work is conducted in close cooperation with the principals and employee representatives to optimize schedules, traffic routes and customer offerings, with due consideration for profitability and drive-ability. The traffic planners and traffic managers are responsible for the formulation of solutions that enable traffic to move effectively and minimize empty traffic routes, for example to and from depots and waiting times and distances between transport service. All employees are encouraged to contrib- 24 NOBINA | annual report 2010/2011 ute to the development work, and there are established channels for suggestions, opinions and procedures for these referrals. OPTIMAL BUS MANAGEMENT Nobina is the only traffic company in the Nordic market with its own centralized management of buses. Through efforts to optimize the bus fleet from a Group perspective, Nobina is able to improve its potential to win tenders and conduct profitable traffic operations. The goal is to continuously reduce expenses for buses, which account for about 10% of the Group’s total expenses. In 2010, the bus fleet consisted of 3,618 buses, comprising 648 buses owned by Nobina, 1,494 buses leased through operational contracts and 1,476 buses leased through financial contracts. More than 99% of the buses operate in traffic within the framework of contract traffic or through leasing to Swebus. When a bus is no longer needed in a contract, it can be transferred to another contract, sold or scrapped. External rentals are used in exceptional cases, usually pending a redistribution of the buses. During fiscal year 2010/2011, Nobina bought 395 buses and sold 330, which is slightly higher than the normal reinvestment level of about 260 buses. Selections of new buses are extremely important in optimizing the fleet of vehicles and improving resource efficiency. Standardized buses provide broader areas of application within the Group. The traffic contracts specify everything from size, disposition and appearance to environmental standards and average age, and vary from one traffic region to another. This limits opportunities to completely standardize the entire bus fleet. In parallel with deregulation of the Nordic market, opportunities are increasing to adapt the bus fleet based on market needs, longterm function and cost-optimization, rather than short-term formal demands from each individual principal. The Group’s buses have a replacement value of approximately SEK 4.6 billion and a depreciation period up to 14 years. The average age of the bus fleet today is 6.2 years, compared with the target age of seven years. Nobina’s success in optimizing the bus fleet depends on demands imposed on the buses by principals, Nobina’s foresight in traffic planning in tenders and current contracts and how well the buses are serviced and maintained in everyday operations. Last but not least, the financial solution is critical for bus management in terms of structure, control and follow-up. Nobina prioritizes financial leasing agreements that optimize the cash flow from bus financing in parallel with contract payments in the most beneficial manner. New regulations and reporting of operational leasing agreements are expected to be introduced during the summer of 2011, which means that operationally leased fixed assets must be reported as assets in the consolidated balance sheet. Three ways to a better future The path to profitability begins with the bus. Everything from traffic planning and operation to driving style and service affects the margins. The more efficient the traffic production, the better it is for the environment and wallet. And, the better the margins, the better equipped Nobina is able to invest in eco-friendly measures and increased customer benefits. In order to realize this, Nobina has been implementing extensive and systematic improvements for many years. Increased customer benefits To achieve continuous improvement requires a strong commitment. And, to implement change, it is crucial to begin at the right end and take one step at a time. During 2010, 15 improvement groups in the Nacka/Värmdö traffic area outside Stockholm chose to focus on various ways by which to boost the travel experience for the customer. »The goal is to increase the Satisfied Customer Index (SCI) from 67% in April to 75% in December. The improvement groups accomplished this by asking customers about their travel experiences, improving driving styles, punctuality and buses,« says Annika Kolmert, Head of the management system in the Nobina Group. One of the most important viewpoints from the survey pertained to drivers' information about traffic disruptions. Since the information was perceived as unclear and difficult to hear, the improvement groups prepared new information manuals, reviewed the public address microphones and conducted exercises in microphone techniques. In addition, the buses were improved more rapidly thanks to daily inspections, new procedures for damage reporting and better planning. »The various groups chose separate focus areas and the travel experience was jointly improved as a whole. In February 2011, Nobina achieved 77% SCI – the highest ranking ever despite a very difficult winter,« says Annika Kolmert. Better environment In this precise instance, the improvement groups focused on the work environment in the buses, but Nobina has long been conducting extensive work to reduce the total environmental impact of the operation. In 2007, Nobina developed a proprietary concept called The Green Journey. Using technical equipment in the bus, software, driver’s training, individual support and monitoring by an environmental coach, the driver is given the opportunity to drive as eco-friendly as possible. »On the bus, there’s a computer that monitors my driving. I have learned to drive in a completely different manner to reduce emissions and not over-consume fuel, for example, by releasing the accelerator earlier and instead rolling forward as far as possible. Throughout the journey, I receive continuous information on my driving via a handheld computer, which is highly supportive. I usually read the driving report after the trip,« says Marita Bergström, green driver at Nobina Sandviken. Planning the journey better will reduce emissions of carbon dioxide and other environmental and hazardous substances, while wear on roads, brakes, tires and other parts of the bus is diminished. In addition, traffic safety will increase; the work environment and customers will be more satisfied. »Some drivers rapidly achieve a fuel reduction of 10–15%. All in all, the fuel consumption and carbon dioxide emissions reduced by 5–7% in the areas on which we are focusing,« says Anna Jonasson, Project Manager at Nobina. Improved profitability In traffic planning, a successful method is applied called Business & Planning, which is based on reviewing all areas of planning work to identify business opportunities and increase customer time - the proportion of traffic with customers on board. This is one of five sub-projects in the comprehensive activity, Efficient Time. By systematically reviewing the daily procedures together with operating managers and operating personnel, economic potential and commercial terms are identified for specific work tasks such as depot logistics, timetabling, idling and vehicle service. In parallel with Business & Planning, the sub-project Personnel Planning was launched. The aim was to increase personnel planners' knowledge and awareness of how they can reduce costs in daily operations to minimize overtime and undertime, so-called lost hours. Business & Planning has been successfully applied in Sweden for several years and was introduced in Norway in 2010. The Norwegian operation saved NOK 2.2 million in 2010 by applying this approach. nobina – Organization and operations control Strong corporate culture and distinct values Being a company with clear values is becoming an increasingly important competitive factor. Delegated leadership in a value-driven organization with a focus on personal interaction between manager and employee creates involvement – a requirement for success. Stable organization Nobina’s strength lies in its flat organization, with local decision forces in each traffic area. Nobina currently has 59 traffic areas, with operations in 35 districts. Each traffic area is led and controlled by a traffic manager, with a local management group. The traffic manager is responsible for the business and is responsible for the budget in his/her traffic area. The drivers are divided into smaller groups with one operations leader as the immediate manager. Independent traffic areas generate excellent customer relationships and strengthen local commitment and responsibility. At the beginning of the year, a reorganization was implemented from geographic to business area control. The goal is to create a more efficient organization and achieve a larger interchange of expertise between the Group’s operational areas in the Nordic region. ATTRACTIVE EMPLOYER Nobina strives to become the most attractive employer in the industry. It is particularly important when recruiting new and younger bus drivers. Accordingly, the company works continuously to develop committed and motivated employees and has noted better results in its employee surveys. Nobina is the only employer in the industry to offer systematic training, monitoring and feedback to all employees. All employees Employees Men 85% (85) Women 15% (15) Areas of expertise NOBINA�S VALUES We are available for our customers We are receptive to our customers� needs and greet customers in a friendly and respectful manner. We keep our promises, develop economical solutions and make things easy for our customers. We continuously pursue development We achieve our goals and deliver results. We are resource-efficient and maintain the promised quality at the very least. We work with target management and systematic follow-ups to continuously improve the company and our services. We respect each other We safeguard equality and treat each other in a friendly and respectful manner. Together, we create a safe and creative workplace environment that promotes initiatives and proposals for improvement. We react to a lack of respect for customers, each other and the company. We foster strong leadership We impose well-defined requirements on our managers and employees. We place the customers� and company�s interests ahead of our own. We promote boundless partnerships. We provide feedback on completed work and recognize achievements. We can handle the trust. Drivers and driver administration 91.5% (91.2) Workshops 4.3% (5) Executive management, sales, market, HR and other 3.6% (2.8) Traffic planning 0.6% (1) Employee distribution by country Sweden 70.8% (80.3) * Denmark 4.9% (2.5) Norway 12.8% (7.4) Finland 11.5% (9.8) * Includes 5,097 employees in Nobina Sweden and 204 in Swebus. 26 NOBINA | annual report 2010/2011 We care We take active responsibility for the environment and society. We encourage health and personal development. We comply with laws and regulations. We are committed and care about each other, our customers and our community. nobina – Organization and operations control receive, for example, annual developmental talks, competency development and individual goals. The training occurs on various levels – both locally in each traffic area and centrally in the Group. Another key issue is management development. In the coming year, Nobina will continue to increase managers’ ability to motivate and involve employees and thus increase the total commitment and development in the company. The Nobina Academy and driving school will be supplemented with courses in leadership and common work methods. Being a company with distinct values will be an increasingly important competitive factor. This was proven when Nobina, in two major contract extensions, was recommended by the union representatives thanks to employee policies. During 2011, Nobina launched a work manual for employees in cooperation with Kommunal trade union. It is unique in the industry for a traffic company to launch a document jointly with a trade union, and an indication that Nobina is being increasingly perceived as an attractive employer and cooperation partner. Another confirmation of Nobina’s progressive work is that the company’s HR Director was nominated as HR Manager of the Year in 2010 at the Swedish Competence Gala in Stockholm. detailed operational descriptions about the company’s various functions, with the aim of distributing and spreading successful work methods throughout the entire Group. This could pertain to checking and parking buses, greeting new customers on the bus and handling the microphone. The work methods are based on central goals and action plans for continuing operations. A number of process teams, comprising employees from various sections of the operation, agree on a suitable work method that is formulated into specific instructions in a joint policy document. The instructions are applied and followed-up within the framework of quality control and the established goals. During improvement days, a team of improvement leaders will visit the various traffic areas to review the practical functioning of the formulated work methods. Feedback is conducted to the traffic area manager, who is responsible for implementing measures where shortcomings were identified. The improvement leaders are also responsible for following-up results and ensuring that the changes are implemented. In five traffic areas in Sweden, there are improvement groups that jointly conduct local quality projects. Each operational leader must have at least one improvement group with representatives from the various operational functions. During 2011, the work methods will increase from the current five traffic areas to ten in Sweden, while the work method will be disseminated to the other countries of operation. Improvement coaches are responsible for initiating the improvement work in the traffic areas and leading them forward by active coaching at operational meetings and management meetings. During 2010, there were six trained improvement coaches in Sweden and two in Norway. During 2011, an additional six coaches will be trained, four in Sweden and two in Finland. Nobina’s organization structure NOBINA AB Distinct values Group Function Everyone working at Nobina, regardless of position, must be able to identify with the values that are the basis for the daily work at the Group. Each management, local and central, has the task of keeping value issues alive by including these as a distinct item on the agenda. The values are also followed-up in developmental talks with employees. Regional Traffic business area Interregional Traffic business area Efficient operational control Nobina has an overall and systematic way of managing the operations. The aim of the management system is to achieve improved financial results and more satisfied customers. The method is to have distinct and NOBINA Sweden NOBINA dEnmark NOBINA norWAY NOBINA finland swebus NOBINA | annual report 2010/2011 27 nobina – RESPONSIBILITY Responsible for the environment and safety – a part of our mission Nobina’s business concept is based on responsibility – for the environment and safety, for employees and customers. As interest in sustainability issues increases, more and more people are choosing to travel on public transport, and the more skilled Nobina becomes at taking care of the environment by having filled buses and more beneficial driving, the better the Group’s margins. Responsibility is profitable. PRINCIPLE – ENVIRONMENT AND SAFETY ARE A NATURAL AND PROFITABLE PART OF OUR BUSINESS CONCEPT The environment, safety and quality are the most important areas of responsibility for Nobina, and these three issues have a highly natural correlation. The more people that travel by public transport, the better it is for the environment. And the better the quality and the higher the safety that Nobina offers on its trips, the more people will want to travel collectively with Nobina. The company works actively, systematically and integrated with these matters, accordingly, with a goal to be one of the most environmentally compatible alternatives for public transports and long-distance bus travel. As a Nordic market leader in public transports by bus, Nobina has significant opportunities to impact the environment in a positive manner. In traffic, not only new fuels but also new technologies, effective maintenance and economic driving contribute to increased sustainability. The greatest environmental advantage, however, is created through fully occupied buses. It is also more profitable, which creates opportunities for additional efforts focused on sustainability. Environmental questions are coordinated with the development of processes, services and quality issues so that long-term value is created for all interests. PRIORITIZING – GREATEST RISK FIRST Nobina’s safety policy states that the company should be a role model for traffic. A high level of safety is fundamental to the entire company’s traffic and all other opera- 28 NOBINA | annual report 2010/2011 tional activities. Punctuality is a key parameter for the everyday bus trip, but safety and security have the highest priority, even higher than comfort convenience. Safety work is conducted systematically and integrated with other areas of business operations. A Group-wide safety council was established in 2008. In the long-term perspective, Nobina needs to utilize its resources in the best possible way in order to be competitive and limit its impact on the environment. Nobina reviews its environmental and safety goals at least once a year when the business plan is updated. Continuous environmental audits are conducted to analyze the company’s environmental work and its results. In Norway and Finland, Nobina has held ISO 14001 certification for several years. In the Swedish market, work is now in progress to certify Nobina Sweden’s environmentalmanagement system under the same standard. All traffic areas in Stockholm were certified during 2010. Swebus, with its focus on the consumer market, has opted instead to meet the standards of the Swedish Society for Nature Conservation’s Good Environmental Choice labeling. At the beginning of 2011, Swebus was named Sweden’s third best traffic company in terms of environmental work and social responsibility, by the Sustainable Brands trademark survey. The survey asked consumers to rank the most sustainable brands in the Swedish market, based on the UN’s Global Compact, which addresses corporate responsibility for the environment, human rights, collective bargaining and suppression of corruption. In 2008, the Environmental Council was formed comprising the environmental managers of the Group’s various companies. The aim was to contribute to formulating, communications and establishing environmental objectives that reflect more clearly Nobina’s ambitions in this area and create effective procedures for this program throughout the Group. Work was also started to review the environmental issues faced by the operations, which included an extensive survey and a series of investments in proprietary depots throughout the Nordic region. Group management decided on an aggregate list of 157 environmental aspects, translated them into environmental risks and resolved on a prioritization of the five greatest risks: energy consumption at the depots, environmental requirements in conjunction with purchase, environmental expertise in the organization, the utilization of fuel for vehicles and particle emissions. The UN framework convention for environmental impact establishes that greenhouse gases are not permitted to increase in a manner that makes them harmful to the environment. Sweden, for example, has a national environmental objective stating that average emissions between 2008 and 2012 should be 4% lower than emissions in 1990. Similar targets have been established for particles that are harmful to inhale and that are found on the road. framvagnsvinjett Someone else's day NOBINA | annual report 2010/2011 29 nobina – RESPONSIBILITY » The public transport concept is based on public social value and sustainability. ENVIRONMENTAL STRATEGY – A HOLISTIC PERSPECTIVE TECHNICAL TOOLS Modern buses There are both clear operational goals and economic incentives for efforts to reduce fuel consumption. The choice of buses is a factor that controls fuel consumption, along with the choice of fuels and driving style. Nobina buys – and sells – more buses than any other player in the Nordic region. Environmentally compatible purchases are gaining greater attention in discussions with public transport authorities and suppliers. During the past fiscal year, the company acquired 395 new buses, the majority of which are compliant with the latest eco-classification, Euro standard 5. Renewable fuel The bus transport industry organization in Sweden has established goals for energy consumption that correspond with political objectives. By 2012, 40% of traffic will be operated by vehicles that use renewable fuel and the percentage will increase to 90% by 2020. To meet these goals, and demands by public transport authorities, traffic companies must initiate efforts very soon to increase their percentage of renewable fuel. Nobina, accordingly, is intensifying its skills development in the area defined as fuels of the future. In different cooperation projects with bus manufacturers and public transport authorities, several alternative fuels are now being evaluated, such as natural gas and biogas in Skåne, rapeseed-based RME in Uppland and ethanol in Dalarna and Stockholm. In the Stockholm area, the first electric-hybrid buses for the Swedish market are being evaluated by Nobina, Scania and SL. Nobina is 30 NOBINA | annual report 2010/2011 also conducting a project in Uppsala in cooperation with the Uppsala transport authority, Scandinavian Biogas and Biogas Öst, whereby two different diesel buses have been converted for liquid biogas-powered operations. A premier showing of the new buses in the Dual Fuel Project was held on May 25, 2010. to reduce the environmental impact. With minimum distances between bus garages and their first stop, the environmental fingerprint can be reduced even more. Idling declined somewhat during the year to 28.9% of driving time compared with 29.0% the preceding year. Optimizing the bus fleet Measureable driving Nobina Sweden has developed a concept to provide driver training focused on greater environmental consideration; the concept is called The Green Journey. Measurement equipment is installed on every bus to monitor how well the driver succeeds in efforts to drive with greater eco-consideration by registering fuel consumption, acceleration and braking, etc. The data is then reviewed by the traffic region’s environmental coach, who discusses the results with the drivers every month. Analyses have shown that fuel consumption has declined 5–7%, resulting in reduced emissions of carbon dioxide. Every driver’s individual efforts are secured in a manner that is unprecedented in the bus industry. HUMAN ACHIEVEMENTS Smart traffic planning In addition to getting more people to choose buses as their mode of transportation, the most important contribution Nobina can make to the environment is to drive fullyoccupied buses. Nobina buses drive a total distance every day that corresponds to 15 trips around the world. This means that every kilometer or minute that a bus drives without passengers is negative both for the economy and the environment. Therefore, smart traffic planning is an important tool for reducing emissions. Optimized schedules that minimize lost time and idling also help Nobina initiated a research project in 2007 in cooperation with the University of Linköping to evaluate the environmental effects of alternative procurement models that would enable the traffic company itself to plan its resource utilization in relation to actual needs. The results that were presented in 2010 indicate that emissions can be reduced by almost half by using smaller buses in traffic, or by combining sizes, and that costs in a worst-case scenario would increase 10%. The project also identified opportunities to reduce costs through improved planning parameters. This could be achieved by expanding the planning area, for example, to take better advantage of coordination effects and economies of scale. However, this would be contingent on greater freedom for the traffic companies than is permitted by today’s procurement regulations for bus transports, such as allowing the traffic companies to decide which types of buses should travel the routes at different times on different days. A growing number of public transport authorities are allowing traffic companies to take part in formulating traffic solutions based on market needs. The most recent example occurred when SL granted Nobina permission to control the selection of buses for Norrtälje traffic, for which the company chose double-decker buses that each accommodate 85 passengers. nobina – RESPONSIBILITY Increased knowledge Particle emissions comprise an area in which vehicle suppliers, traffic companies and researchers all need to increase their knowledge. Observations and experience are partly contradictory and closer cooperation is needed between the parties to resolve the problem. Several measures implemented by Nobina are increasing the Group’s environmental skills. The work extends through driver training focused on economical driving, such as driving empty buses and idling, to special courses for employees in the workshops and traffic management that are focused on environmental awareness and economical utilization of energy, water, cleaning agents and chemicals in conjunction with service. The environmental aspect should be considered in every employee’s everyday work routines – from recruitment to skills analyses and development talks. Regularly scheduled proprietary controls and internal audits are used to evaluate the success of these efforts. in annual vehicle inspections for the past two years. Every bus is also subject to a daily 29-point safety check that is performed before entering service for the day. For the past two years, the Swedish safety department has organized “safety days” in all traffic areas. The program provides a type of method support, but also an opportunity to examine the functionality of safety procedures. Starting in 2011, this mode of operations will also be introduced in Norway, Finland and Denmark. Accidents will happen nevertheless, as well as acts of vandalism. Every company and traffic area in the Nobina Group has a contingency plan that can be mobilized quickly in crisis situations. Each company follows a Group-wide crisis plan that is activated in the event of serious incidents, such as accidents resulting in personal injury or major material damage. The crisis plan describes how impacted functions, from bus drivers to operations management and central crisis control, shall perform during a crisis and/or accident occurrence, as well as procedures for internal and external communications. To ensure the crisis plan’s functionality and utilization, Group companies and traffic areas’ conduct crisis drills at least twice a year. THE GREEN JOURNEY »Local practical training in eco-friendly driving >> Maintain an adequate distance >> Avoid unnecessary stops >> Coast more >> Brake less frequently >>Stay within the speed limits >> Drive more smoothly >> Allow speed to decrease when driving uphill >> Coast when driving downhill >> Avoid idling Emissions, tons 2010/2011 2009/2010 Carbon dioxides 250,691 252,022 Nitrogen oxides 1,366 1,487 Particulates 7.8 10 Hydrocarbons 17.5 18 SAFETY STRATEGY – THE HIGHEST PRIORITY The active safety work includes studies and analyses of threats or violence to customers or Group employees and different traffic incidents. A computer system developed inhouse processes the information and contributes to the development of a safe and secure environment in which traffic operates efficiently without disruptions. Nobina has received awards for its Swedish traffic-safety program, which includes several thousand proprietary speed controls and has resulted in reduced speeds. The buses are serviced every 20,000 kilometers and have achieved the industry’s best results Marita Bergström, green driver at Nobina, Sandviken: – On the bus, there’s a computer that monitors my driving. I have learned to drive in a completely different manner to reduce emissions and not over-consume fuel, for example, by releasing the accelerator earlier and instead rolling forward as far as possible. Throughout the journey, I receive continuous information on my driving via a handheld computer, which is highly supportive. I usually read the driving report after the trip. NOBINA | annual report 2010/2011 31 det här är nobina Spicing up the day 32 NOBINA | annual report 2010/2011 BUSINESS AREAS Regional traffic contract portfolio HISTORICAL TENDER OVERVIEW Sales per year by contract term Number of buses SEK M 3 500 3,500 6,000 3,000 2,500 2 500 4,000 2,000 2 000 3,000 1,500 1 500 2,000 1,000 1 000 1,000 500 0 3 000 5,000 07/08 08/09 09/10 10/11 500 Full year 10/11 Forecast 11/12 Full year 11/12 Full year 12/13 Full year 13/14 Full year 14/15 Full year 15/16 Full year 16/17 0 Full year year Full09/10 year 06/07Full year 07/08Full 08/09 17/18 18/19 19/20 20/21 10/11 Procured buses, previously under the direction of other actors Procured buses, previously under the direction of Nobina Sales per year available through option extension of contract Number of buses won by Nobina Regional traffic Nobina Number of buses Sales SEK M Operating profit, SEK M Market share tendered traffic 30% Sweden 2,486 4,459 242 Denmark 151 323 –53 4% Norway 451 783 21 17% Finland Total 440 756 7 32% 3,528 6,321 217 21% 94% 94% Share of Nobina CONTRACT OVERVIEW, NEXT 12 MONTHS Planned traffic starts March 2011 – February 2012 Tender outcome by country Public transport authority Contract type No. of years (plus option years) Sweden Skånetrafiken City Östgötatrafiken Regional Number of buses Value (SEK M) 5 March, 2011 89 1,752 June, 2011 34 Upplands lokaltrafik Regional 346 1 (1) June, 2011 130 Västtrafik GO 450 Regional 8 (2) June, 2011 6 140 Västtrafik GO Express 8 (2) June, 2011 23 490 Skånetrafiken Regional 4 (2) June, 2011 6 72 Skånetrafiken Regional 8 (2) June, 2011 5 96 SL, Stockholm Regional 8 (2) June, 2011 83 1,540 Municipality of Hagfors School bus 3 (1) August, 2011 2 7 Skånetrafiken Regional 8 (2) October, 2011 4 80 8 (2) Traffic start Skånetrafiken Regional 1 October, 2011 33 59 Norway Vestfold Regional 3 January, 2012 83 313 Finland HSL City 1 August, 2011 6 10 504 5,355 Total Regional traffic NOBINA | annual report 2010/2011 33 nobina – BUSINESS AREAS Nobina Sweden As Sweden’s largest provider of public bus services, Nobina actively partici pates in efforts to double the number of passengers. During the year, Nobina gained a stronger foothold in Malmö, Gothenburg and Norrköping – cities of strategic interest with major growth potential. At the same time, the com pany won an important, pioneering contract in Norrtälje, which gives Nobina the possibility to form and manage the entire customer offering, and thereby influence travel and profitability. 4,459 SEK M (4,227) Sales Operating profit 242 SEK M (205) 30% Market share Number of passengers 200 million Average number of employees 6,099 (8,363) Number of buses 2,486 Millions of kilo meters traveled 176.8 New/expired contracts 11/7 Share of Group sales 66.6% (67%) 34 NOBINA | annual report 2010/2011 DEVELOPMENT DURING THE YEAR TENDERS Nobina Sweden increased sales by 5.4% to SEK 4,459 million in 2010/2011 and improved profitability at the operating profit level by 18% to SEK 242 million. The fiscal year began and was concluded with abnormally cold, snowy weather that increased the costs for fuel, maintenance, damage, employees and properties. This was partially compensated by lower fuel consumption. Nobina Sweden is working to find alternative fuel solutions for greater flexibility in the event of price increases. The three-year wage agreement that expires in 2011 entailed higher salary increases during the year for transport companies than for the other parts of the Swedish commercial sector. More customer time (transport planning efficiency) meant that availability for the customer improved, while profitability increased. In 2010, Nobina Sweden’s buses drove somewhat more kilometers per bus than the year before and the proportion of mileage off the time table decreased to 13%. During the year, operational and transport management were separated, which created the conditions for the local operational managers to focus entirely on management and development of employees at the same time that central transport management can provide better support to customers and drivers. To increase competitiveness, a new organization was introduced at the head office. The central costs were thereby reduced at the same time that better coordination was achieved. Nobina is Sweden’s largest provider of public bus services with just over one fourth of the market for city and regional service. At present, the company has more than 2,486 buses in operation in about one hundred locations within the framework of contracts with public transport authorities. Nobina Sweden operates extensive city and suburban service as well as regional service in Dalarna, Närke, Skåne, Stockholm, Uppland, Värmland and Västra Götaland. During the year, around 200 million departures were provided by Nobina Sweden. The goal is to double this number by 2020. During the preceding fiscal year, Swedish public transport authorities procured transport services for slightly around 1,500 buses, 508 of which were currently run by Nobina. Nobina Sweden won new transport services in Malmö, Gothenburg and Norrköping, among others. In the City of Malmö, half of the city services were up for procurement in 2010 and in 2011, the remainder is expected to be up for procurement. The transport services for the first half comprising 90 buses began at the end of February 2011 and Malmö then became Nobina Sweden’s largest service area. In Norrköping, it is a matter of commuter service to and from Norrköping and in Gothenburg, it mainly involves express service for commuter traffic. By winning these contracts, Nobina Sweden strengthens its position on markets with considerable growth potential. nobina – BUSINESS AREAS » The goal is to double the number of departures by 2020. Storstockholms Lokaltrafik (SL) conducted three procurements during the year. Nobina Sweden won one of them, involving the service of 85 buses in Norrtälje beginning in June 2011, but lost two existing contracts in Nacka/Värmdö and Huddinge/Botkyrka. In total, the year entailed a net reduction of 75 buses. In 2011, around 1,200 buses will be procured. CONTRACTS Nobina Sweden provides public bus services in the scope of contracts with 15 out of a total of 22 public transport authorities in Sweden. Nobina Sweden’s clients include SL, Skånetrafiken and Västtrafik. The contracts have a duration of between five and ten years. The contracts regulate the commercial terms and the requirements placed on each party. When choosing the tenders that will be prioritized, such tender requirements as commercial terms, level of risk and the contract’s development potential are crucial. Nobina Sweden carefully reviews the conditions in each tender request and only compiles tenders that allow service of satisfactory quality, stable profitability and balanced economic risk. Crucial factors for long-term profitability include a strong traffic planning ability and efficient operation, meaning an ability to satisfy promises to customers with limited use of resources. A growing numbers of public transport authorities are moving towards more incentivebased compensation in the contracts. However, a traffic company’s possibilities of adjusting the tender to the customer remain limited, constituting an area for improvement. During the year, Nobina Sweden won an attractive contract in the SL area, NorrtäljeStockholm. Compensation in half of the contract is solely based on the number of passengers. This is a major step in SL service and constitutes the first real customer-driven contract. The agreement means that Nobina Sweden’s compensation on the major routes will come solely from how many travel with the service. In this agreement, Nobina Sweden has more room to make decisions and implement customized improvements. In return, Nobina Sweden receives a larger part of the compensation – but also accepts a greater share of the risk. Read more about the new Norrtälje contract on page 17. For several years, Nobina Sweden has conducted several development projects in existing contracts together with clients. The goal is to increase customer and society benefit by finding the best ways of working and adapting the commercial terms to the desired effect. Good examples of this can be found in Karlstad, Skövde, Umeå and the traffic between Malmö/Lund. Together with the clients, Nobina Sweden has acheived large travel increases in a resource-efficient manner in these traffic areas. The most important issue for regional service in Sweden in the long-term remains the procurement process in itself. Since 2008, intensive work in the industry has been under way to increase travel by public transport. In the joint-industry, Doubling project, initiated by the Swedish Association of Local Authorities and Regions (SKL) and the Swedish Transport Administration (Trafikverket), the goal is to double public transport travel by 2020. In the longer term, the market share should also be doubled from today’s 20%. In order to get there, clients and traffic companies need to develop skills and ways of working, and find joint drivers. Within the scope of the Doubling Project, a recommendation was launched in 2010, containing a target-controlled agreement process and various kinds of contract templates that meet the set objectives. Västtrafik is one of the public transport authorities that implemented its procurements in accordance with the recommendations in 2010/2011. Hopefully, more people will choose to move in the same direction in the future. EMPLOYEES Nobina Sweden has more than 6,000 fulltime employees. To be able to develop operations and strengthen profitability, the company is dependent on committed employees who strive to achieve established goals. This applies to everything from passenger satisfaction to the strength of the brand, safety onboard and impact on the environment. Nobina Sweden therefore focuses strongly on leadership issues and delegated responsibility. NOBINA | annual report 2010/2011 35 nobina – BUSINESS AREAS The organization is divided into smaller units that work actively with development talks, goal matrices, regular feedback and particularly value issues. The year was characterized by the reorganization implemented in spring 2010. The change work in the Group proceded according to plan and the new business-area controlled organization works well. Cooperation between the countries in the various units has been strengthened, including as regards to HR, accounting, marketing and transport services. In the past years, a number of approaches and decision-making processes were developed, and focus in 2010 was placed on establishing this work. One of the major challenges for Nobina Sweden in the next few years, and for the industry as a whole, is the regeneration of drivers. Nobina Sweden must be, and be perceived as, a good employer to attract new employees. During the year, the minimum age for driving licenses for bus drivers was lowered to 18 in Sweden and the new law opens the possibility of new recruitment channels, such as driver training in conjunction with vocational training at uppersecondary schools regarding which Nobina Sweden participated in a number of initiatives. BUSES Nobina Sweden has slightly more than 2,486 buses in traffic in existing public transport contracts with 15 public transport authorities. Nobina Sweden focuses on maintenance issues, meaning that the company has achieved the market’s highest proportion of approved inspections by Svensk Bilprovning for several years – far above the industry average. The industry 36 NOBINA | annual report 2010/2011 average is slightly less than 50% approved inspections, while Nobina’s is just under 80%. Three factors that are important for creating the greatest environmental benefit are full buses, the right fuel type and low fuel consumption. The most important favor Nobina Sweden can do for the environment is to drive a full bus, which is accomplished by more people choosing the bus over the car. In cooperation with Linköping University, Nobina Sweden is currently conducting a study of how to better structure the procurement requirements from a bus perspective to thereby contribute to fewer emissions. By the traffic service provider having more opportunity to adjust the size and number of buses to the market need, emissions per client are reduced. The other major factor is fuel. In the Stockholm area, the first electric hybrid buses in the Swedish market are being evaluated jointly by Nobina, Scania and SL. Nobina Sweden is also conducting a project in Uppsala together with Upplands Lokal trafik, Scandinavian Biogas and Biogas Öst, in which two different diesel buses are converted to operation with liquid biogas. On May 25, 2010, the new buses of the Dual Fuel project held a premier. The driving style is also critical for emissions, which is why drivers are constantly trained to increase their environmental competence. Nobina Sweden has developed a concept called The Green Journey (Den Gröna Resan) in which drivers are trained to take greater consideration of the environment. During the year, the ISO-certification work of the Stockholm operations that began in 2009 was concluded. Now, all Stockholm- based operations are ISO certified with regard to the environment and quality, and this work is being extended to more areas of service throughout Sweden. The objective is to substantially reduce Nobina Sweden’s environmental impact and increase customer satisfaction by continuously measuring and following up factors that affect the customer experience. Once every six months, a review is conducted of how well the company complies with its own instructions and policies. FUTURE FOCUS Nobina Sweden continuously takes new steps towards new and better ways of working. More efficient traffic planning and better operation lowers costs and helps the environment. However, it is the ability to motivate the employees that means the most. Their commitment and efforts are the most important tool to achieve success. Therefore, focus continues to be on improvement work and leadership issues. Optimization of the bus fleet is another important issue moving forward. Here too, traffic planning is a central factor as well as the financial conditions. In 2011, traffic service for around 1,200 buses will be procured in Sweden, including with SL in combined rail and bus traffic, the second half of the City of Malmö, Uppland, Angered, Tvåstad and city service in Norr köping and Linköping. In addition to this, there is the commencement of the exciting Norrtälje service, the 2011 wage negotiations and the continued work of finding a better fuel solution that generates greater flexibility in the future. framvagnsvinjett HIGHLIGHT OF THE DAY NOBINA | annual report 2010/2011 37 nobina – BUSINESS AREAS Nobina Denmark Orderly structures with a clear profitability focus – these are components that characterized the Danish operations during the year. Despite its rela tively short time on the market, Nobina was elected Operator of the Year and strengthened its position in Denmark. The internal work of improving profit ability and efficiency provides a good foundation for the major upcoming negotiations on the Danish market. DEVELOPMENT DURING THE YEAR Sales 323 SEK M (192) Operating profit –53 SEK M (–30) 4% Market share Number of passengers 9.2 million Average number of employees 355 (219) Number of buses 151 Millions of kilo meters traveled 12.4 New/expired contracts 1/10 Share of Group sales 4.8% (3%) 38 NOBINA | annual report 2010/2011 In just three years, Nobina has established a strong position on the Danish market thanks to a well-developed offering, clear leadership and result efficiency in all phases. Sales increased by 68.2% to SEK 323 million, while the operating loss degraded to SEK 53 million (loss: 30) as a result of the coldest winter in a century with extreme additional expense. In addition to continuous improvement work, Nobina’s primary focus during the year was the beginning of traffic for a total of 60 buses. In connection with new traffic plans in December, traffic was reduced in some of the contracts due to the finances of the municipalities, which led to the number of buses in traffic decreasing somewhat. TENDERS The past year was mainly about putting everything in place in the existing contracts rather than focusing on new contracts, which is why the tendering activity was low. Nobina now has a total of six contracts and 144 buses in operation in the Danish market for regional service. At the beginning of the year, Nobina began new service in Randersstad with 22 buses, working as planned. In late spring, service with 27 buses also began in southern Denmark in Zealand. In addition, the existing contract in Greater Copenhagen was extended by ten buses. The Danish market is consolidated with five regions and six clients. British bus and rail operator Arriva, which was acquired by Deutsche Bahn during the year, is the market leader with approximately 35% of the market, followed by the private traffic company Thykiær. Nobina is the sixth largest traffic company with around 4% of the market and the objective is to achieve the same market position as the subsidiaries in the rest of the Nordic countries. CONTRACTS The structure of the tenders in Denmark is becoming increasingly quality-focused, which is reflected in the rising tender prices. Consequently, Nobina’s goal is to have more than 80% satisfied customers, the best quality ratings and the highest credibility in the market. Every year, the principal Movia conducts customer surveys that form the basis of the Operator of the Year award. Nobina won the award for 2009 and did well in the ratings for 2010 for operations in Hillerød on Northern Zealand. As in the rest of the Nordic region, Nobina is only responsible for the actual delivery, while the transport authority formulates the assignment alone. However, the ambition is to be involved in driving development all the way from market surveys to product development and marketing through closer relationships and new forms of cooperation. Nobina has agreed on new types of cooperation with the principal Midttrafik and Movia. With regard to the indexation of compensation, it largely works well in Denmark, nobina – BUSINESS AREAS » Focus is on presenting positive profitability in the contracts and winning more. although the model is very generally structured. Salaries are regulated each half year and other components such as fuel and maintenance are adjusted quarterly or monthly. In Denmark, variable remuneration is only applied to time table hours, which over time can result in a mistaken distortion of variable revenue relative to the cost trend. This is the case when adjusting supply. Nobina Denmark will work actively to change the terms of the variable revenues so that they are both time and distance based. EMPLOYEES In conjunction with the establishment of operations in 2008, Nobina employed experienced personnel for both operations and administration through a combination of new recruitment and taking over personnel at the start of new contracts. During the year, Nobina had an average of 355 employees, and the recruitment situation is favorable. In contrast to Norway, for example, it is easy to recruit new bus drivers even though the requirements are higher than in the rest of the Nordic region, partly thanks to the economic situation. Nobina works purposefully with employee commitment and understanding of their part in the development of operations as well as in issues that concern the offering to the customer. All managers are evaluated individually, and the ambition is to formulate individual goals for drivers as well. At the beginning of the year, Sjur Breden was appointed the new President of Nobina Denmark, following his previous position as the Director of Marketing and Purchasing in the Nobina Group. The Danish management was also strengthened with a new financial manager. The new Group organization has contributed to more frequent contact and better exchange between the various countries in the regional service business area. BUSES The majority of the bus fleet is equipped with new engines in the EEV and Euro 5 classes, and Nobina has a traffic contract in Randers with clear incentives for reduction of fuel consumption. The company actively works with The Green Journey (Den Gröna Resan) concept in which fuel consumption is measured at the individual level. During the year, Nobina entered a unique cooperation agreement with the transport authorities Midttrafik and the Municipality of Randers with the goal of jointly increasing the number of customers by 15%, reducing fuel consumption by 15% and increasing the proportion of customer time. The agreement is the first of its kind and is a way of improving the environment through a better product to the customers. In addition, work is under way to introduce the accounting of carbon dioxide emissions in two existing traffic contracts as a driver to improve the environment. By measuring diesel consumption per kilometer, the proportion of renewable energy, the proportion of customer time per departure and lastly the number of customers in the buses, the amount of emissions per customer kilometer can be reduced. FUTURE FOCUS Focus in 2011 will continue to be on presenting positive profitability in the new contracts, improving the efficiency of the organization and winning more new contracts. In the next year, several important large procurement processes will be carried out with potentially profitable contracts for the winner of the contracts. The price levels are assessed to be on the way up and recruitment possibilities are very strong. Environmental and development issues continue to top the agenda and are an area in which Nobina cooperates closely with its principals. NOBINA | annual report 2010/2011 39 nobina – BUSINESS AREAS Nobina Norway In preparation for a market in strong movement, focus in the Norwegian operations has been on improving the internal processes and creating the right conditions to win profitable contracts. During the year, a new management was appointed with the focus of improving quality in all phases from traffic planning and bus optimization to damage management and driving style. DEVELOPMENT DURING THE YEAR 783 SEK M (733) Sales Operating profit 21 SEK M (21) 17% Market share Number of passengers 12.8 million Average number of employees 1,157 (771) Number of buses 451 Millions of kilo meters traveled 25.2 New/expired contracts 2/2 Share of Group sales 11.7% (12%) 40 NOBINA | annual report 2010/2011 The Norwegian operations had sales of SEK 783 million (733) with an unchanged operating profit at SEK 21 million (21). Like the other Nordic countries, Norway was struck by a harsh winter with extreme temperatures throughout the country, which had a negative impact on profitability through higher costs of fuel and maintenance. In the next few years, large parts of the market are expected to be subject to competition, which means considerable opportunities for Nobina in Norway. As a part of the ongoing changes on the market, tough competition and downward price pressure characterize the procurement processes. TENDERS Regional bus service in Norway comprises a total of around 6,200 buses in 19 counties. During the year, a number of public procurements were conducted in several service areas that were previously covered by concession contracts. This is a clear consequence of the European ordinance on public transport that is increasingly applied and will open up the market. In addition, new legislation entered into effect in 2009 with regard to the forms of public procurement, which is also a step in the development towards more public procurements. The share of service up for public procurement will exceed 50% in the first half of 2011 and will then increase by 500–800 buses annually in the next few years. The Norwegian market is fragmented with about 100 different bus companies. State- owned Nettbuss is the market leader, although it has a weaker position on the market for contracted bus services. There, Nobina Norway had a market share of around 13% in 2010 through ten contracts with six public transport authorities. The traffic is concentrated to eastern Norway and Hordaland on Norway’s west coast. In the past fiscal year, traffic services for 1,000 buses were up for procurement in Norway. Since some of these contracts were subject to public procurement for the first time, there was a lack of valuable supporting data in the form of documentation and timetables, which made the tendering work more difficult. Nobina Norway lost two of its existing contracts, which were discontinued at the beginning of 2011, comprising ten buses in Lillehammer and 60 buses in Östfold. No new contracts were added. In 2011, several procurements are expected, some of which concern Nobina Norway’s current services. The development of Norwegian public transport is behind that in Sweden and does not meet today’s transport needs. The railway network is less developed than in Sweden and with an expected population growth of 40% in and around the major cities in the next few years, public transport is under considerable pressure. During the year, the main organization for bus traffic companies and the association for public transport authorities met to discuss a doubling project and a sustainable development for Norwegian public transport, in part through clearer incentives for the traffic companies to develop and increase public transport. nobina – BUSINESS AREAS » Several important procurements await – which means considerable opportunities. Gross cost contracts dominate regional transports in Norway. Development towards incentive contracts (net cost contracts) is proceeding slowly and changes are mainly occurring in the areas that are publicly procured for a longer period of time. In Oslo and Bergen, there are small elements of incentive structures in the agreements and quality evaluations have been introduced in the procurement processes. Otherwise, the tender documentation specifies the routes and timetables that will be covered by the traffic provider as well as detailed requirements on bus types, environmental standard and appearance. A weakness in the Norwegian contract model for contracted traffic is that the index is not adjusted until one year after signing and does not provide full compensation for the period’s costs. The largest public transport authority, Ruter, now encourages more incentive-driven contracts and index adjustment every six months. worked at SAS for 20 years, most recently as the manager of the group’s aviation operations in Norway. With his extensive experience of the Nordic transport sector, Stein Nilsen possesses unique expertise and the skills necessary to develop the Norwegian operations.Recruitment is one of the primary challenges in the Norwegian operations. Norway has generally low unemployment and the bus driver profession needs to become more attractive. During the year, an extensive recruitment campaign was conducted with advertisements in the major media. At present, there is a 21-year age limit for bus drivers in Norway. It is hoped that this age limit will be lowered to 18 as in Sweden. During the year, an organizational change was implemented in the Group, which increased experiential exchange in the regional transports business area. The Norwegian operations will begin improvement work along the lines of the Swedish model at the beginning of 2011. EMPLOYEES BUSES Nobina Norway had 829 full-time employees during the 2010/2011 fiscal year. Most of the employees are represented by their respective trade unions within the framework of the industry’s collective agreements, which are normally renegotiated every two years. During the year, Stein Nilsen began as the President of Nobina Norway. His most recent position was as the Group Director in charge of passenger rail service of Norwegian State Railways (NSB). Prior to that, he Investments in buses are becoming a growing challenge in connection with the commencement of contracts. The Norwegian public transport authorities set high standards on the buses’ age, design, environmental and safety parameters in the traffic contracts. Requirements are continuously changing and differ between contracts, making it difficult to re-use buses in new contracts. In general, new buses are sought with high levels of comfort and low emissions. The proportion CONTRACTS of gas and hybrid buses in metropolitan areas is increasing, as is the use of biodiesel in the diesel-powered buses in rural areas. In 2013, a new environmental requirement will be introduced in the Euro 6 standard. The key is to have a sound average age for the fleet as a whole, which is why optimization of the Group’s bus fleet is a prerequisite for profitable traffic in all service areas. In recent years, Nobina Norway has renewed the oldest part of the fleet and, in the future, this work will continue so that the bus fleet will meet current contractual requirements with regard to age and environmental standard. Nobina Norway currently has a good mix of buses in the age range of one to 12 years. FUTURE FOCUS In 2011, several important procurement processes are expected and the outcome of them will determine how the organization will be structured in the next few years. Focus is on an attractive offer and sound operations. By striving for high quality and efficiency, Nobina Norway will cultivate the Nobina brand among passengers, win tenders with the public transport authorities and increase cost awareness in the entire operation. This applies to areas ranging from traffic planning and bus optimization to maintenance, damage management and driving style. Last, but not least, Nobina Norway will increase its efforts to recruit new bus drivers. NOBINA | annual report 2010/2011 41 nobina – BUSINESS AREAS Nobina Finland The Finnish operations developed according to plan, with improved profitability, despite difficult and costly weather conditions. There are major challenges in the market, but there are even more opportunities with a large number of contracts that are expected to be subject to competition in the near future. The organization is well equipped to take part in the market’s growth. DEVELOPMENT DURING THE YEAR 756 SEK M (801) Sales Operating profit 7 SEK M (7) 32% Market share Number of passengers 44.3 million Average number of employees 1,035 (1,026) Number of buses 440 Millions of kilo meters traveled 34.7 New/expired contracts 3/3 Share of Group sales 11.3% (13%) Despite two harsh winters, the Finnish operations performed better than expected in terms of profit. The Finnish operations had sales of SEK 756 million (801) with an unchanged operating profit at SEK 7 million (7). The most important factors behind these successes were good traffic planning and a well-functioning organization. Nonetheless, the cold weather was financially straining, with extra costs for personnel, maintenance and fuel, as well as delayed indexation that did not fully reimburse the costs. The new Group organization established at the beginning of the year created better conditions for exchange between the countries of operations in the regional transports business area. A more stringent contract interpretation by the public transport authority HSL was a challenge to the traffic companies in Helsinki. In contrast to the other Nordic countries, the Finnish traffic contracts normally cover a specific bus route rather than an entire service area with a complete route network. Nobina’s operations are in the Helsinki area, which is Finland’s largest market for city and regional traffic. Here, Nobina provides service in the cities of Helsinki, Vantaa and Espoo. Following a merger of two transport authorities in the Helsinki area in January 2010, Nobina operates 400 buses for a single public transport authority, HRT (Helsinki Regional Transport). In 2010, Nobina Finland lost a tender for 40 of its own buses in the Helsinki area, which affects 80 drivers. In 2011, two major procurement processes will be conducted in the Helsinki region, comprising a total of 241 buses. Around 90 of these buses are currently run by Nobina Finland. TENDERS The Helsinki region, Tampere and Turku are the only service areas that conduct public procurements that comprise the largest part of the overall market. The rest of Finland’s public bus transport will be subject to competition in the next few years in pace with the expiration of the concession contracts. The situation already looks better in 2011 in Turku with several new service areas that are up for public procurement. 42 NOBINA | annual report 2010/2011 CONTRACTS Strong price pressure has contributed to a consolidation in the bus market in the Helsinki region, which is now dominated by five major players, of which Nobina is the largest with around one third of the market. These five players currently compete in a price environment that demands high efficiency to generate a profit and Nobina only submits tenders that have conditions to be nobina – BUSINESS AREAS »Good traffic planning and a wellfunctioning organization are the most important success factors. profitable. However, the price situation is assessed to gradually improve. Another challenge is the cost indexation that, although being regulated quarterly, is structured so that the compensation does not fully cover the company’s cost increases. For example, this is true if the price of diesel increases sharply as it did in the past year. This problem is common to all traffic companies and a collective dialogue is being conducted with the clients to this regard. An intensive dialogue is also being held with HRT to develop a cost-neutral index and the statistical centre in Finland is involved in these discussions. The public transport authorities and traffic companies meet four times a year to discuss various development issues, such as how to influence the authorities to better maintain the roads. The Finnish market is behind the other Nordic countries in terms of a transition to incentive-controlled agreements. The current contracts provide limited possibilities for traffic companies to influence the offering and do not encourage individual initiative financially, environmentally or in terms of quality. EMPLOYEES During the year, Nobina had slightly more than 1,000 employees in its Finnish operations. All employees within Nobina Finland are represented by trade unions according to the terms of an industry-wide collective agreement. It is relatively easy to recruit both bus drivers and administrative personnel in Finland, and this has provided Nobina, as an attractive employer, with favorable prerequisites for operating efficient traffic with motivated employees. During the year, a number of successful human resource efforts were conducted that focused on leadership, corporate culture and development issues. This resulted in less sickness absence and less overtime. Another proof that Nobina invests in its employees was that this year’s employee survey presented very positive results. decreased during the year, but the traffic intensity in Helsinki resulted in more accidents and higher damage costs. FUTURE FOCUS After two tough years with a number of challenges, the outlook is better for 2011. The operations are developing soundly and the employees are involved in the improvement work. Several medium-sized cities are opening up to competition in the next few years and the upcoming procurements in the Helsinki area will take place before then. BUSES Requirements on buses in Finland differ from the other Nordic countries, making it difficult to fully utilize the Group’s fleet in conjunction with new contracts. Instead, Nobina invested in newly developed buses to meet the customers’ high environmental demands. However, the new buses have not functioned satisfactorily and have caused major operational disruptions. During the year, the problems were determined to be due to direct quality deficiencies in the buses. The management of the bus fleet continues to be crucial to profitability. Operating costs NOBINA | annual report 2010/2011 43 Umeå Framvagnsvinjett Örnsköldsvik Sollefteå Interregional traffic overview Härnösand Östersund Sundsvall Ljusdal Hudiksvall Söderhamn Transtrand Sälen Mora Rättvik Leksand Gävle Falun Borlänge Ludvika Uppsala Arlanda Oslo Kopparberg Filipstad Töcksfors Karlstad Köping Årjäng Kristinehamn Sarpsborg Enköping Västerås Karlskoga Säffle Eskilstuna Stockholm Örebro Finspång Åmål Södertälje Mellerud Uddevalla Mariestad Vänersborg Skövde Vadstena Trollhättan Tidaholm Borås Norrköping Mjölby Vara Gothenburg Nyköping Motala Skara Linköping Gränna Ulricehamn Jönköping Landvetter Nässjö Västervik Vimmerby Eksjö Mariannelund Oskarshamn Gislaved Lammhult Falkenberg Mönsterås Värnamo Växjö Halmstad Ljungby Borgholm Kalmar Markaryd Örkelljunga Karlshamn Helsingborg Copenhagen Kastrup Kristianstad Lund Malmö Berlin Berlin–Prague Hamburg–Amsterdam–Paris –Frankfurt–Hannover 44 NOBINA | annual report 2010/2011 Byxelkrok Karlskrona nobina – BUSINESS AREAS Swebus This year was characterized by strong forces of nature that affected Swebus’ development both positively and negatively. The harsh winter and the consequences of the Iceland ash cloud lifted the bus as a travel alternative in the spring, while a number of factors caused the end of the year to be weaker. Swebus continued to take a number of aggressive steps, including breaking into the airport transfer traffic at Stockholm–Arlanda and the launch of several IT applications to simplify customer travel with Swebus. 430 SEK M (412) Sales Operating profit 40 SEK M (42) 50% Market share Number of passengers 2.2 million Average number of employees 243 (205) Number of buses 90 Millions of kilo meters traveled 17.9 New routes during the year 1 Share of Group sales 6.4% (6%) DEVELOPMENT DURING THE YEAR The year began strong thanks to positive winter effects that contributed to more passengers choosing the bus as a means of transport. The first quarter was also marked by the Iceland ash cloud that halted air travel throughout Europe. In just a few hours, Swebus succeeded in calling in 260 buses in addition to the ordinary bus fleet of 90 buses, which gave a significant opportunity to transport affected travelers. Swebus received considerable media coverage for its flexibility and rapid response capacity, which contributed to strengthening the brand. The spring and summer, which are the high season for event travel, were worse than expected, however. The royal wedding was not the strong attraction many had expected and 2010 was a relatively weak festival and concert year. However, Swebus continues to offer and market travel to festivals, sporting events, concerts, trade fairs and ski facilities. This is done both through specially adapted departures and with existing departures/ routes. The ambition is to become both broader in the offering and to create combined offerings with travel and entrance. In spring 2010, Swebus also launched airport transfer traffic between Stockholm City and Arlanda Airport and challenged the well-established Flygbussarna. Christmas 2010 offered fewer red travel days than usual and the winter struck earlier than expected, which was a challenge even for Swebus, which is usually fast to adapt its service. This combined with sharply rising diesel prices and higher diesel consumption due to cold, snow and delays meant higher production costs. Altogether, the development during the year was below expectation with a profit that was weighed down by significant investments in the start-up of Arlanda service and IT development. However, sales increased by a total of 4% to SEK 430 million, while the operating profit degraded by 5% to SEK 40 million (42). SATISFIED CUSTOMERS During the year, the total number of passengers increased 0.3%. This increase was mainly due to a higher number of customers in the adult category and new customers choosing to travel with the new Arlanda transfer. After last year’s measured decline in quality, the entire industry for passenger traffic made a strong recovery in the customer satisfaction survey, Swedish Quality Index (SKI), with the exception of train travel. Again, Swebus performed well in the measurements. Swebus received a total rating of nearly 70 out of 100 with the greatest success in the areas of image, service quality and loyalty. In the past year, Swebus doubled the number of members in its customer database to 80,000 and continuously pursues the expansion of an attractive offering. In 2009, successful cooperation was established with Coop MedMera to further strengthen the brand throughout the country and in 2010, Swebus opted to continue with Coop’s new program, which meant that the members now receive direct monetary returns. Through the cooperation with Coop, Swebus reaches three million members who receive benefits when they book travel with Swebus or make purchases at Coop. STRONG BRAND Swebus as a brand has a high level of recognition thanks to high availability, modern services and personal customer service. According to the consumer survey conducted each year, the brand has been continuously strengthened in recent years. Brand awareness, or how well one recognizes the brand without help, increased from 63% to 69% during the year, while 14% more people aged 15–79 than previous years spontaneously mentioned Swebus first when answering the question of what bus operator they can name. NOBINA | annual report 2010/2011 45 nobina – BUSINESS AREAS During the spring of 2010, the brand’s name was changed from Swebus Express to Swebus and, at the same time, the graphical profile was clarified to provide a more modern and more distinguishing image of the brand. The new profile received very positive reactions, but the real effect is not expected to be seen until the consumer surveys in 2011. Effective sales channels The Internet is solidifying its position as a prioritized, strong channel for marketing and sales of trips. During the year, seven of ten Swebus passengers booked their trip online. Swebus’ own website swebus.se attracts more than half a million visitors each month thanks to smart functions and effective search engine optimization (SEO). Swebus also has operator status on SJ’s website, which means that a bus trip with Swebus is presented as an alternative to a train trip when requesting travel information from SJ. In 2009, Swebus chose to close half of its ticketing offices. Instead, a cooperation agreement commenced in 2010 with Reitan Servicehandel and their Pressbyrå and 7-Eleven stores in Sweden (532 sales points). This increased the number of sales points markedly from around 70 to about 600 with nationwide coverage, fully in line with the ambition of offering as high a level of availability as possible. The main benefits of the cooperation are extensive opening hours, broad geographic coverage and better distribution. At year-end 2010, sales on board buses also ended with the exception of the airport transfer service. In pace with it becoming more well known that Swebus tickets can be purchased at Pressbyrå 7-Eleven stores and the fact that ticket can no longer be bought on the bus, online sales and sales through Reitan are expected to increase. Swebus also offers ticket sales by mobile phone. The ticket is delivered directly to the phone and checked with the help of a special barcode reader on the bus. In addition, ticket sales alliances have been made with other interregional bus operators such as Ybuss in northern Sweden and Eurolines in Europe. These partnerships link Swebus’ own routes 46 NOBINA | annual report 2010/2011 with connecting transports and are highly advantageous for passengers who can book their entire trip from a single source. DEMAND-CONTROLLED PRICING AND TRAVEL PLANNING Swebus is one of a few bus operators that apply a dynamic pricing model based on an IT system in which demand, pricing and resource needs are optimized to achieve the best results in the form of revenues per passenger kilo meter. However, Swebus is always a less expensive alternative than the corresponding train route when booking shortly prior to departure. In addition, discounts are offered for children, students and pensioners. In the autumn of 2010, it became possible to book travel with dynamic pricing all the way up to departure. Swebus had already discontinued seat guarantees, which led to requirements for advance purchases and costs for cancelation. The new system entails improved flexibility in terms of quickly being able to adapt capacity in the event of increased demand and, for example, lease vehicles as a supplement to proprietary buses during peak traffic. ment mean that there is considerable potential for Swebus if the bus stop areas become more customer-oriented and neutral from a competition perspective, awareness grows in the target group and the customers become better at booking their transfer ticket earlier, preferably on swebus.se. A MODERN AND ENVIRONMENTALLY FRIENDLY BUS FLEET Swebus’ fleet of 90 buses is by far the largest in the sector and is continuously being renewed. This contributes to Swebus’ buses having the best statistics of all companies in the area of long-distance travel according to Svensk Bilprovning. During the fiscal year, 13 new buses of the highest environmental classification were put into operation, which also reduce fuel consumption and emissions. All buses have safety belts and alcolocks (to prevent operating under the influence). As of 2009, Swebus also offers free Internet connections on all proprietary buses and several buses are equipped with charging outlets for telephones and computers. STRONG BELIEF IN EMPLOYEES GROWTH OF AIRPORT TRANSFER SERVICE In the spring of 2010, Swebus launched its airport transfer service between Stockholm City and Arlanda Airport, and challenged both Flygbussarna and Arlanda Express, which have well-established brands and offerings on the same route. Despite a strained start with challenges getting started, traffic functioned as planned and the first months went better than expected thanks to effective marketing and added value in the form of Internet access and toilettes on board the bus. Swebus was also the first to offer direct service, in contrast to Flygbussarna, which have a number of stops along the way. Since 2009, Swebus also offers airport transfer service between Örebro–Västerås– Arlanda. This service is somewhat more focused on business travelers than the other interregional bus services. The airport transfer service is a long-term venture with a strong future outlook. Rising air travel and Arlanda’s focus on the environ- Swebus holds a strong belief in the company, its products and employees. The company has a low rate of employee turnover and sickness absence, and motivated employees. The percentage of employees with high long-term healthiness, meaning employees who have not had a sick day in 12 months, is more than 50%. During the year, 98% of the employees said that there are conditions in their working situation that support motivation and commitment and that this means few obstacles to strong development and improvement work. Management often visits the operations and follows transports aimed at increasing participation in the company and promoting open internal communications. FUTURE FOCUS The year was characterized by long-term investments in the Arlanda service and better IT solutions. The next year will see extensive work focused on increasing the company’s market efficiency and cost flexibility. framvagnsvinjett Getting away for the day NOBINA | annual report 2010/2011 47 Corporate governance Corporate governance This report describes corporate governance, management and administration, as well as the manner in which the Board of Directors ensure the quality of the financial statements and its cooperation with the company’s independent auditors. This report for the 2010/2011 fiscal year includes the Board’s report on internal controls for financial reporting. Nobina has voluntarily elected to follow the Swedish Code of Corporate Governance in certain respects and intends to comply with the code in full in the future. ARTICLES OF ASSOCIATION Nobina AB (publ) is a public Swedish limited liability company. The Board of Directors has its registered offices in Stockholm Municipality and consists of at least three and at most ten members. The company shall, directly or indirectly, conduct operations in the business areas personal transport and goods transport and provide IT, personnel and local services, such as legal services to Group companies in the aforementioned business areas, and conduct compatible operations (although not operations that are regulated in legislation governing banking operations and credit market companies). The share capital shall be at least SEK 216,000,000 and at most SEK 864,000,000. The number of shares shall amount to at least 24,000,000 and at most 96,000,000. The Company’s shares shall be registered in a settlement register in accordance with the Swedish Financial Instruments Accounts Act (1998:1479). The company shall have at least one (1) and at most two (2) auditors with at most two (2) deputies. Authorised public accountants or registered auditing firms shall be appointed as auditors or deputies as appropriate. The Articles of Association in their entirety are available on the Group’s website at www.nobina.com. ANNUAL GENERAL MEETING Annual General Meeting and shareholders The Annual General Meeting is the company’s highest governing body. Shareholders exercise 48 NOBINA | annual report 2010/2011 their decision rights at the Annual General Meeting in such matters as the composition of the Board of Directors and election of auditors. Major shareholders, or if the company implements a distribution of ownership, the Nomination Committee propose candidates for Board members, Chairman of the Board and auditors. Supplementary voting regulations may be found in shareholder agreements between certain shareholders. Resolutions at the Annual General Meeting are normally taken by simple majority. In certain cases, however, the Swedish Companies Act stipulates a certain level of attendance to reach a quorum or a special voting majority. At the Annual General Meeting, shareholders are able to pose questions about the company and its results for the preceding year. Representatives of the Board of Directors, executive management and the auditors are normally present to answer these questions. 2010 Annual General Meeting At the Annual General Meeting on 10 May 2010, 72.5% of the shares and the voting rights were represented. Representatives of Nobina’s Board of Directors and Group management were present. The following resolutions were passed: Birgitta Kantola, Rolf Lydahl, Thomas Naess, Jan Sjöqvist, and Jan Sundling were reelected as Board members. Jan Sjöqvist was re-elected as Board Chairman. Board fees of SEK 1,325,000 were approved for the period until the next Annual General Meeting to be distributed with SEK 650,000 to the Chairman and SEK 225,000 each to Birgitta Kantola, Rolf Lydahl and Jan Sundling. It was resolved that fees to the auditors shall be paid against approved invoices. The Parent Company income statement and balance sheet and the consolidated income statement and balance sheet were adopted for the 2009/2010 fiscal year and the Board and President were discharged from liability. In accordance with the proposal by the Board and the President, it was resolved that the year’s earnings or the year in the amount of SEK 5,753,578, and earnings brought forward from previous years, totalling SEK 1,376,429,612 and the share premium reserve of SEK 611,623,153 be disposed such that SEK 1,993,806,343 be carried forward to a new account. It was further resolved to authorise the Board to decide in respect of new share issues and it was decided to issue warrants for new share subscription to a wholly owned subsidiary and permit the subsidiary’s transfer of these within the framework of the President’s employment contract. Guidelines for the remuneration of senior executives and the appointment of the Nomination Committee were approved. 2011 Annual General Meeting The 2011 Annual General Meeting will be held on 23 May 2010. Information on time and place, how registration of participation Corporate governance shall take place and how shareholders can submit a matter for consideration at the Meeting will be provided in the meeting notification in the customary manner. Information will also be available on the company’s website. NOMINATION COMMITTEE Guidelines for the Nomination Committee The Board of Directors proposes that the Meeting resolves that the Company shall have a Nomination Committee consisting of a representative of each of the three largest shareholders, based on the number of votes held, together with the Chairman of the Board of Directors. The names of the members of the Nomination Committee and the names of the shareholders they represent shall be made public not later than six months before the annual general meeting and be based on shareholding statistics provided by Euroclear Sweden AB per the last banking day in October 2011. Provided the members of the Nomination Committee do not agree otherwise, the member representing the largest shareholder, based on the number of votes held, shall be appointed chairman of the Nomination Committee. In the event a shareholder who has appointed a member is no longer one of the three largest shareholders, based on the number of votes held, the appointed member shall resign and be replaced by a new member in accordance with the above procedure. The Nomination Committee shall prepare and submit proposals to the general meeting on; chairman of the meeting, members of the Board of Directors, chairman of the Board of Directors, board fees to the chairman and each of the members of the Board of Directors as well as, if any, remuneration for committee work, fees to the Company’s auditor and, when applicable, proposal regarding election of new auditor. Furthermore, the Nomination Committee shall prepare and submit proposals to the general meeting on principles for the composition of the Nomination Committee. The appointment of a Nomination Committee pursuant to this proposal is conditional upon that the number of shareholders of the Company, pursuant to the shareholder information kept by Euroclear Sweden AB, amounts to at least 100 shareholders. The company deviates from the Code of Corporate Governance since the number of shareholders is currently fewer than 100. BOARD OF DIRECTORS The Board of Directors’ assignment is to contribute to sound business development and control of the Group’s operations. The composition of Nobina’s Board, as well as Board fees and meeting attendance, are presented below. The Board’s responsibility Nobina’s Board is responsible for the organisation and administration of the company’s affairs. The Board is also assigned to act as an Audit Committee and a Remuneration Committee. One of the Board’s most important assignments is to ensure a long-term strategy, management, follow-up and control of the Group’s daily operations with the objective of creating value for shareholders, customers, employees and other stakeholders. The Board appoints the President, who is also the CEO. Composition of the Board of Directors The Board shall consist of at least three and at most ten members. The Board shall appoint a Chairman, who according to Swedish law, may not at the same time be the company’s President. According to the Swedish Code of Corporate Governance, the Chairman shall be elected by the Annual General Meeting. During the 2010/2011 fiscal year, the Board consisted of five members elected at the AGM. The Board met six times during the fiscal year. Board work The Board has adopted formal procedures for its work that describe how work shall be divided between the Board and its committees and the President. The formal work procedures are established each year by the Board and include the Board members. Instructions for the President and for financial reporting are described in appendices to the formal work procedures. The prevailing formal work procedures were adopted on June 29, 2010. Remuneration of the Board of Directors Fees are paid to the Board Chairman and Board members according to resolutions by the Annual General Meeting and Extraordinary General Meetings. No remuneration is paid to the Board beyond that approved by the Annual General Meeting. The President is not paid Board fees. During the year, Nobina AB paid pension compensation to certain former members of the Board of Nobina Europe AB, amounting to SEK 0.1 million (0.1). These former Board members are entitled to lifelong compensation from the company. REMUNERATION COMMITTEE The Board has decided to deviate from the Code of Corporate Governance until further notice regarding the Remuneration Committee. Nobina has not had a special Remuneration Committee, since the Board in its entirety considers remuneration issues in conjunction with an annual review of Board work. Remuneration of the Board, including the Chairman, is decided by the Annual General Meeting. Remuneration of the President and other senior executives shall be on market terms and consist of fixed and variable compensation plus other benefits and pension. Read more about the principles for the remuneration of the Board and senior executives in the sections “Board of Directors” and “President and Group management”. Prior to the next fiscal year, Nobina intends to appoint a Remuneration Committee with NOBINA | annual report 2010/2011 49 Corporate governance clear instructions regarding work assignments, composition and decision-making authority according to the Swedish Code of Corporate Governance. AUDIT COMMITTEE The Board has elected to deviate from the Code of Corporate Governance for the time being with respect to the question of an Audit Committee. Currently, the Board in its entirety comprises the Group’s Audit Committee. The Board’s task is to quality-assure financial reporting in collaboration with company management and the auditors. The Board shall ensure that company management identifies the risks in operations. Furthermore, the Board of Directors shall stay informed of and provide comments on the organisation and prioritisation of external and internal auditing work in the Group to ensure that it maintains a high professional standard and is characterised by objectivity and integrity. The Board follows up what emerges from auditing work, including individual cases where auditing measures are deemed motivated. The Board meets with the external auditors at least once a year. AUDITORS The shareholders at the Annual General Meeting elect external independent auditors for a four-year period. The auditors report to the shareholders at the company’s general meetings. The 2010 AGM re-elected appointed Ernst & Young as the Nobina’s auditors for the coming four-year period. Ernst & Young AB have been the company’s auditors since 2005. The authorised public accountant in charge until further notice is Erik Åström, Ernst & Young AB. Erik Åström is a member of FAR (Swedish accountants’ professional organisation). The external auditors’ assignments consist of auditing the company’s annual report, consolidated accounts and financial records, as well as the administration of the Board and President. Ernst & Young report continually to the Group management and to local company management. Ernst & Young is commissioned only for consulting services determined and approved ahead by the Board. The auditors inform the Board of the of the annual audit planning, its scope and contents, and presents its conclusions. Also, the The Board met six times during the fiscal year Date Type Matters considered March, 8 Extra by telephone Budget, ownership distribution March, 17 Extra by telephone Ownership distribution April, 21 Ordinary Operations, annual report, terms and conditions for senior management, ownership distribution June, 29 Ordinary Statutory meeting, work order, operations, ownership distribution September, 27 Ordinary Operations, business plan, maintenance December, 20 Ordinary Operations, business plan, analysis, procurements Board members’ attendance in 2010/2011 Name Born Elected Board Meetings AGM Jan Sjöqvist, Chairman 1948 2005 6 of 6 Yes Jan Sundling, member 1947 2005 6 of 6 No Rolf Lydahl, member 1945 2005 6 of 6 No Thomas Naess, member 1972 2009 6 of 6 No Birgitta Kantola, member 1948 2009 6 of 6 No 50 NOBINA | annual report 2010/2011 Board is informed regarding assignments that were performed in addition to auditing services, compensation for such assignments and other circumstances of importance for assessing the auditors’ independence. PRESIDENT AND GROUP MANAGEMENT The President is appointed by the Board and is responsible for ensuring that daily operations are conducted in accordance with the Board’s guidelines and instructions. Each company’s business area manager reports directly to the President and is responsible in turn for ensuring that instructions and guidelines are followed. Since 1 March 2010, Nobina’s management consists of the President, the CFO and two business area managers. Group management normally meets once a week and works in line with the company’s collective policies and applies prevailing instructions. The President in consultation with Group management takes all decisions. Guidelines for terms and remuneration of senior management The company strives to offer remuneration and other terms of employment that are market based and competitive in order to ensure that the company can attract and retain competent personnel. Remuneration to the President and other persons in company management shall consist of fixed salary, variable compensation, pension and other customary benefits. In addition, the President shall have the right to a special bonus as a result of entering a new employment contract. The fixed salary is reassessed as a general rule once a year and shall take into consideration the individual’s responsibility and performance. The fixed salary shall be competitive. Variable remuneration shall be based on the individual’s performance and the company’s performance in relation to predetermined and established goals. Evaluation of these goals shall take place annually. Variable Corporate governance remuneration shall also include a cash bonus as determined by the Board and, for the President, share-based payment of which remuneration in shares may be able to amount to a maximum of 140% of the President’s fixed annual salary to be paid out over three years. Share-based payment shall be conditional upon the AGM taking the required decisions for delivery of shares according to the established share-based payment. In the event of termination of employment, senior executives in the Nobina Group are entitled to at most 12 months’ compensation. As a basic principle, a six month mutual termination period applies between the company and the executive. In addition, a maximum of six months’ compensation may be paid in the event that the company has terminated employment. In addition, a maximum of six months of remuneration is pay able should employment be terminated by the company. Senior executives are the Parent Company’s President and Finance Director and the presidents of subsidiaries. Pension and terms for the President The pension age for the president is 62 years in the Parent Company. The pension payments for the company are reduced to 90% of salary for retirement between the ages of 62 and 63, 80% between 63 and 64 and 70% between 64 and 65. Nobina’s commitment to the President ends at retirement, at the age of 65. Pension costs consist of a defined contribution pension, in which the premium is 30% of pension-entitling salary. Pension-entitling salary refers to basic salary as long as the President remains employed by the company. Termination salary is pension entitling. The President has the right to 30 vacation days each year. The President is insured for 90% of salary during a maximum of 365 days per calendar year without a qualifying period. In addition to the taxable benefits described above, benefits include health insurance and holdings of shares in Nobina AB. Warrants programmes Nobina AB previously issued three warrants programmes, Programme 1, issued on 24 June 2005 and comprising 1,052,000 warrants, Programme 2, issued on 8 November 2005 and comprising 304,569 warrants, and Programme 3, issued on 19 January 2009 and comprising 1,640,925 warrants. Nobina AB has repurchased all issued subscription warrants for the company. Payment for redemption of the warrants issued in 2005 comprised cash payment based on an independent market valuation of the com pany’s common share. The payment for redemption of the subscription warrants issued during 2009 was cash payment according to the warrants’ nominal value. Holders of the issued warrants also pledged on the redemption date to reinvest a portion of the payment in shares in Nobina AB. BOARD OF DIRECTORS’ REPORT ON INTERNAL CONTROLS The President and senior management shall manage work to prepare reliable financial accounts for external publication in an efficient manner. Reliable financial reporting for Nobina means that: • accounting policies are appropriate and in compliance with International Financial Reporting Standards (IFRS) and the Annual Accounts Act • the financial accounts are informative and at a sufficiently detailed level • that financial reporting reflects underlying transactions and events in a correct manner and the company’s actual earnings, financial position and cash flow with reasonable assurance. Control environment The company’s controls are based on a common and process-oriented management system. The objective is to ensure a company culture that is characterised by integrity and that ethical values are not compromised. The management system includes the employees’ experience, expertise, attitudes, ethical values and perception of how responsibility and authority are distributed within the organisation. It is the management system that illustrates how the Group works in important areas. The control environment is characterised by the main business processes and the associated Group policies and instructions, as well as local instructions. Process owners propose preventative measures, development and improvement of the process. Business leaders are responsible for introduction, follow-up and correction of deficiencies. Risk assessment The risks that arise in conjunction with financial reporting are primarily fraud, loss or embezzlement of assets, unauthorised favouring of another party at the company’s expense and other risks that relate to significant errors in the financial accounts. The valuation of assets, liabilities, revenues and costs or deviations from disclosure requirements are some examples. The Group applies the same type of risk assessment for all processes. This takes place in three steps and is initiated through management’s review. The basis for the assessment is an analysis of the Group’s present situation and management’s previous experience. The risks that are deemed to significantly affect financial reporting are classified as high risks. The risks that receive the opposite assessment are classed as low risks. At the second stage, high risks in operations are evaluated in conjunction with a survey of sub-processes. Competent expertise from the processes is used for a careful evaluation of all risks in the particular process. NOBINA | annual report 2010/2011 51 Corporate governance The work procedure is as follows: 1. Identify risks and assign them to the relevant process stage: • Describe current preventative measures • Evaluate the probability of occurrence/ impact/probability of discovery • Calculate risk values 2. Propose improvement measures in cases of high-risk values This means that management’s assessment of a risk may receive a lower value in operations, just as a risk that was not assessed by management may receive a high value in operations. This final step in this work is to compile all risk values that emerge from the survey and to present them at a Group management meeting. Management prioritises risks with high values and allocates resources to handle them. The risks that received low values are archived on a risk list for renewed assessment, at latest in conjunction with next year’s risk assessment. Risk assessment according to this method was started in 2005 and supplemented in 2006. In the review in 2008, previous years’ risks were deemed to still apply in the same priority order. Control activities Information and communication Risk assessment provides an opportunity to take proactive measures. High risks are prioritised, which results in measures to reduce or eliminate them. Controls and checkpoints ensure that preventative measures are followed up in all Group companies. The company has a number of established controls for approving and attesting business transactions. In daily work and in preparing the closing accounts and financial reports, significant accounting principles are applied in all Group companies. Established routines control the review and analysis of financial reports at all levels within the Group, which is important for being able to ensure the correctness of reports. Control takes place through approved policies and instructions that were all developed by Group-wide process teams. The teams also decide on important control points to ensure correctness in financial reporting. Decision paths, authorizations and responsibilities at different levels in the organisations are defined together with prevailing policies and instructions, which include an attest instruction. No special IT controls are performed, and no external parties are employed. The communication plan ensures that communication of control points reaches the correct target group. Information in the control point shows how the company acts at the control point and how deviations are reported and followed up. The process owner is responsible for ensuring that information on common methods reaches the entire organisation. The line organisation holds regular meetings on a function or area basis. New policies and instructions are always presented at these meetings as part of their introduction. The written communication primarily takes place through an intranet where news is updated directly and there are both a management system and Group policy documents and instructions. The share Common shares in Nobina total 24,928,139, each with a par value of SEK 9. Thus, the share capital amounts to SEK 224,353,251. Share capital remained unchanged during the year. Share capital and warrants are described in Note 7 and 21. International investment funds are the primary shareholders in Nobina AB with a combined holding of about 94%. The largest holders of Nobina common shares are funds managed by Bluebay Asset Management, Avenue Capital, 52 NOBINA | annual report 2010/2011 VPV Bankiers, Fidelity Funds and Thames River Capital. Nobina’s shares are registered with Euroclear and most of the approximately 30 shareholders hold their shares through the trust departments of various banks. There is no organized trading of the company’s shares on any stock exchange or other market. However, some OTCbased share trading is conducted in London, where a few stockbrokers trade on their own initiative. Follow-up and monitoring The financial risks that are deemed as high are followed up, primarily within each process. A control function is built into the risk’s control point, which means that it is the operation itself that ensures that handling functions as planned. The objective of monitoring and supervision is to ensure a stable control environment in the company and to check that application and follow-up are performed in important areas of operations. The principle applied in the company is that every process must have control functions that support monitoring activities. The internal audit is a supplementary instrument in this connection for monitoring that operations are conducted according to approved decisions. Regular internal operational reviews are conducted by internally trained personnel to ensure that control points function and are effective. The results from the internal reviews are reported to both the Board and executive management. Changes in the organisation that may affect the internal controls are assessed each year and reported to the Board. Corporate governance Auditor’s statement on the Corporate Governance Report To the Board of Directors of Nobina AB Corp. Reg. No. 556576-4569 It is the Board of Directors that is responsible for the Corporate Governance Report for financial year March 1, 2010 through February 28, 2011, on pages 48–52 and has opted in certain respects to voluntarily follow the Swedish Code of Corporate Governance. As a basis for our opinion that the Corporate Governance Report has been prepared and is consistent with the annual accounts and the consolidated accounts, we have read the Corporate Governance Report and assessed its statutory content based on our knowledge of the company. In our opinion, the Corporate Governance Report has been prepared and its statutory content is consistent with the annual accounts and the consolidated accounts. Stockholm, April 29, 2011 Ernst & Young AB Erik Åström Authorized Public Accountant NOBINA | annual report 2010/2011 53 BOARD OF DIRECTORS Board of Directors and Senior Management Jan Sjöqvist Birgitta Kantola Rolf Lydahl Chairman of the Board since 2005. Member of the Board since December 2009. Member of the Board since 2005. Year of birth: 1948 Year of birth: 1948 Year of birth: 1945 Previous assignments: President and CEO of NCC. Other assignments: Managing partner at Birka Consulting AB and member of the Boards of Stora Enso Oyj, Helsinki and the NASDAQ OMX Group, New York, and Skan dinaviska Enskilda Banken AB, Stockholm. Other assignments: Chairman of the Board of IndeCap AB and Jernhusen AB. Member of the boards of Vasakronan AB (publ). Dependence status vis-à-vis the company: Independent in relation to Nobina, its management and major shareholders. Education: MSc., Gothenburg school of Business, Economics and Law. Shareholding: 65,363 shares Previous assignments: Vice President and CFO of International Finance Corporation (World Bank Group), Washington D.C and Executive Vice President of Nordic Investment bank. Dependence status vis-à-vis the company: Independent in relation to Nobina, its management and major shareholders. Education: Master of laws, University of Helsinki. Shareholding: - Thomas Naess Jan Sundling Member of the Board since December 2009. Deputy member of the Board since 2005. Member of the Board since 2005. Year of birth: 1972 Other assignments: Employed at BlueBay since 2004. Previous assignments: Employee at Deutsche Bank in New York and London 1997–2004. Dependence status vis-à-vis the company: Independent in relation to Nobina and its management, but dependent in relation to the major shareholders in Nobina as an Investment expert at BlueBay Asset Management. Education: BSc. double major degree in Finance and Economics, David Eccles School of Business at the University of Utah. Year of birth: 1947 Other assignments: Chairman of the Association of Swedish Train Operators, Infranord AB and the Swedish Maritime Administration, and TAF/TSI. Member of the Board of Corem Property Group AB. Previous assignments: President of Green Cargo, 2001–2007. Dependence status vis-à-vis the company: Independent in relation to Nobina, its management and major shareholders. Education: Qualified ship’s captain and economist with post-secondary education in economics at Frans Schartau. Shareholding: 13,779 shares Shareholding: - 54 NOBINA | annual report 2010/2011 Previous assignments: President and CEO of Probo, Executive Vice President of Nordstiernan and responsible for Credit Suisse’s representative office in Stockholm. Dependence status vis-à-vis the company: Independent in relation to Nobina, its management and major shareholders. Education: MSc., Stockholm School of Economics. Shareholding: 14,696 shares SENIOR MANAGEMENT Ragnar Norbäck Jan Bosaeus Sjur Brenden ANNIKA KOLMERT Stein nilsen Title: CEO and President of Nobina since 2004. Member of Nobina’s senior management team since 2004. Title: Business Area Head, Regional traffic since 2010. Managing Director Nobina Sverige AB since 2002 and Vice President of Nobina AB since 2009. Member of Nobina’s senior management team since 2009. Title: Managing Director Nobina Denmark since 2010. Title: Head of Management Systems since 2008. Title: Managing Director of Nobina Norway since 2010. Year of birth: 1961 Year of birth: 1973 Year of birth: 1965 Previous assignments: Deputy Board member of Transportbedriftenes Lands forening. Previously employed at Linjebuss Sverige AB and AS Sportveisbussene. Previous assignments: Process Manager, Accounting and Controlling DHL Express, Financial Controller, Skandia Liv. Other assignments: Board member of Sivile Lufthavn AS and Sunnhordaland Lufthavn AS. Education: Master of Economics, Stockholm University. Previous assignments: SAS Group and NSB Group. Year of birth: 1955 Other assignments: Board member of Nilson Group AB and its holding company Skofemman AB and N3 Group AB. Chairman of RALT AB. Previous assignments: These include CEO at American Express Corporate Travel Nordic, and CEO at American Express Nordic, Volvo Aero Engine Services, Linjebuss Trafik AB, GLAB (Adidas) and TNT Ipec Sweden. Year of birth: 1960 Other assignments: Chairman of the Board of TransportGruppen TGS Service Aktiebolag and Bussarbetsgivarna BuA Service Aktiebolag. Board member at the Confederation of Swedish Enterprise. Member of Alecta’s Council of Administration. Education: Business Administration graduate, Sundsvall University. Shareholding: 1,667 shares Shareholding: 10,428 shares Education: Business Administration graduate, Nordland University; Bachelor of Laws, Oslo University Shareholding: - Previous assignments: Board member of Svenska Bussbranschens Riksförbunds Service Aktiebolag. Technical director at Nobina Sverige AB. Member of the senior management team of Kalmar LMV Sverige AB responsible for aftersales service. Previously employed at SMA Maskin AB and Engson Maskin AB. Jan Bosaeus, Continued: Martin Pagrotsky Joakim Palmkvist Ann-Marie Silokangas Per Skärgård Tom Ward Title: Senior Legal Counsel, employed since 2006. Title: Business Area Head, Interregional since 2010. Managing Director of Swebus Express AB since 2006. Member of Nobina’s senior management team since 2010. Title: HR Manager at Nobina since 2007. Title: CFO at Nobina AB since 2004, Vice-President of Nobina AB since 2009. Member of Nobina’s senior management team since 2004. Title: CEO and Board member of Nobina Finland since 2004. Education: Civil engineer, logistics, Chalmers Institute of Technology. Shareholding: 101,112 shares Year of birth: 1974 Previous assignments: Member of the Swedish Bar Association, Assistant Legal Counsel at Advokatfirman Vinge, Clerk at the Karlstad Administrative Court. Education: Bachelor of Laws, Stockholm University Shareholding: 1,667 shares Year of birth: 1963 Other assignments: Board member of Samtrafiken i Sverige AB. Previous assignments: CEO, ElGiganten AB; CEO, Ticket Resebyråer AB; CEO, Synoptik and Purchasing Manager, ONOFF AB. Education: Business Administration graduate, IHM Business School. Shareholding: 8,334 shares Education: Business Administration graduate, IHM Business School. Shareholding: 26,000 shares Year of birth: 1963 Previous assignments: HR Manager/Site Manager at Avure Technologies AB, CM of The Nuance Group, HR Manager of Siemens Business Services; and Recruitment & Training at McKinsey & Company. Education: Business Administration graduate, IHM Business School and Bachelor of Physiotherapy, Karolinska Institutet. Shareholding: - Year of birth: 1957 Previous assignments: CFO at DHL Nordic AB, Danzas-ASG AB, NET International, Helene Curtis Scandinavia, Warner Lambert Scandinavia. CFO at AB Pripps Bryggerier. Economic Planner at Länsförsäkringsbolagen. Education: Business Administration graduate, Stockholm University. Chairman of Svenska Civilekonomföreningen and Civilekonomernas Service AB. Year of birth: 1956 Other assignments: Board member of Suomen Paikallisliikenneliitto ry and ALT-Palvelu Oy. Previous assignments: Employed at Huolintakeskus Oy, Scansped Oy, MPS Management Consulting, and profit-centre manager at Oy Scan-Auto Ab. Education: Business Administration graduate, Business College of Lahti (Lahden Kauppaoppilaitos). Shareholding: 8,250 shares Shareholding: 35,745 shares NOBINA | annual report 2010/2011 55 accounts Annual report and consolidated financial statements ADMINISTRATION REPORT The Board of Directors and the CEO of Nobina AB (publ) hereby present the annual report and consolidated financial statements for operations during the fiscal year from March 1, 2010 to February 28, 2011. The results of the year’s operations for the Group and Parent Company are presented in the following income statements and balance sheets, cash-flow statements, statements of changes in shareholders’ equity and notes. All items are expressed in SEK millions unless otherwise stated. The fiscal year covered by this annual report ended on 28 February 2011 and is referred to as 2010/2011. den, Nobina Norge A/S, Nobina Finland Oy Ab and Nobina Danmark A/S. With approximately 275 million passengers annually, Nobina is one of Europe’s ten largest public transport companies. The wholly owned operating subsidiaries are owned via a subordinate holding company, Nobina Europe Holding AB, which in turn owns the subsidiaries’ operating Parent Company, Nobina Europe AB (publ). Nobina AB also has two wholly owned subsidiaries for management of the bus fleet, Nobina Fleet AB and Nobina Busco AB, which leases buses to the operating companies. OWNERSHIP STRUCTURE The company is a public limited company (Corporate Registration Number 5565764569, domiciled in Stockholm), owned by about 30 shareholders and is the overall Parent Company in the Nobina Group. During the year, the company worked with a strategic advisor, Perella Weinberg together with Lazard, to review the future ownership situation. SIGNIFICANT EVENTS DURING THE YEAR NATURE AND FOCUS OF OPERATIONS Regional traffic – Sweden Revenue from regional bus traffic in Sweden increased SEK 232 million, or 5.5%, from SEK 4,227 million for the fiscal year ended February 28, 2010, to SEK 4,459 million for the fiscal year ending February 28, 2011. The reason for the increase was primarily the full-year effect for traffic contracts that began the previous year and newly started contracts during the year. Nobina AB (formerly Concordia Bus AB) is the largest player in the Nordic region in public bus transport, with a business concept to simplify the customer’s everyday travel. The operations include regional traffic in the Nordic region under contract and interregional traffic in Sweden. The Group comprises the operating companies Nobina Sverige AB and Swebus Express AB in Swe- SEK M, unless otherwise stated Revenue trend The company’s revenue increased SEK 389 million, or 6.2%, from SEK 6,308 million for the fiscal year ended February 28, 2010, to SEK 6,697 million for the fiscal year ending February 28, 2011. Regional traffic – Denmark Revenue from regional bus traffic in Denmark increased SEK 131 million, or 68.2%, from SEK 192 million for the fiscal year ended February 28, 2010, to SEK 323 million for the fiscal year ending February 28, 2011. This increase was primarily attributable to growth in the contract portfolio and a full-year impact of previously secured contracts. Regional traffic – Norway Revenue from regional bus traffic in Norway rose SEK 50 million, or 6.8%, from SEK 733 million for the fiscal year ended February 28, 2010 to SEK 783 million for the fiscal year ending February 28, 2011. The increase was primarily attributable to growth in the contract portfolio. Regional traffic – Finland Revenue from regional bus traffic in Finland decreased SEK 45 million, or 5.6%, from SEK 801 million for the fiscal year ended February 28, 2010, to SEK 756 million for the fiscal year ending February 28, 2011. This decrease was primarily attributable to a negative exchange rate change between EUR and SEK. Interregional traffic – Sweden Revenue from interregional traffic increased SEK 18 million, or 4.4%, to SEK 430 million for the fiscal year ending February 28, 2011, compared with SEK 412 million 06/07 07/08 08/09 09/10 10/11 5,075 5,406 6,134 6,308 6,697 –24 161 206 192 232 Profit/loss from net financial items –246 –16 –233 121 59 Profit/loss after tax –245 –15 –239 121 59 Cash flow 117 211 –59 –67 –91 335 Sales Operating profit/loss Cash and cash equivalents* 351 529 558 472 Equity/assets ratio, % 6,7 5,8 –2,7 2,8 3,4 Shareholders’ equity 227 210 –117 137 178 Number of buses 3,503 3,376 3,505 3,553 3,618 Average numbers of employees 6,814 7,021 7,606 7,318 7,714 1.45 1.60 1.75 1.78 1.85 Income/bus * Including restricted funds. 56 NOBINA | annual report 2010/2011 accounts for the fiscal year ending February 28, 2010. This increase was primarily attributable to an increase in the number of passengers at the beginning of the year during the period of flight groundings due to the ash cloud from the volcanic eruption on Iceland. Personnel costs Personnel costs rose SEK 133 million, or 4.1%, to SEK 3,408 million for the fiscal year ended February 28, 2011, compared with SEK 3,275 million for the fiscal year ending February 28, 2010. This was primarily due to increase in salaries and payroll overheads resulting from larger traffic production and more drivers engaged in regional traffic contracts as well as agreed salary increases. Fuel, tires and other consumables Costs for fuel, tires and other consumables increased SEK 136 million, or 9.9%, to SEK 1,507 million for the fiscal year ended February 28, 2011, compared with SEK 1,371 million for the fiscal year ending February 28, 2010. This increase was largely due to an increase in traffic production and higher costs for fuel. Other expenses Other external expenses comprise primarily of operational leasing costs and rents, as well as costs for procured consulting, auditing, financial and legal services, as well as advertisement. Other external expenses increased SEK 44 million, or 3.9%, to SEK 1,171 million for the fiscal year ended February 28, 2011, compared with SEK 1,127 million for the fiscal year ending February 28, 2010. The increase was primarily related to higher costs except for operating leasing costs. Depreciation/amortization and impairments Depreciation and impairments largely comprise depreciation of buses and other vehicles, but are also related to the depreciation of equipment, tools, inventories and fittings, fixtures and buildings. Depreciation/amortization and impairment rose SEK 32 million, or 9.4%, to SEK 372 million for the fiscal year ended February 28, 2011, compared with SEK 340 million for the fiscal year ending February 28, 2010. The increase was pri- marily attributable to a rise in the number of financially leased buses. Operating profit/loss trend The company’s operating profit increased SEK 40 million, or 20.8%, to SEK 232 million for the fiscal year ended February 28, 2011, compared with SEK 192 million for the fiscal year ending February 28, 2010. This increase was primarily due to improvements in operating earnings of SEK 37 million and the fact that non-recurring costs of SEK 28 million were applied the previous year for the name change of Group companies, restructuring of the central organization and a buyback of option programs. Estimated costs for extraordinary winter conditions in the fourth quarter in the form of fuel consumption, damage, maintenance and cancelled departures increased SEK 25 million to SEK 62 million for the fiscal year ended February 28, 2011, compared to SEK 37 million for the fiscal year ending February 28, 2010. Regional traffic – Sweden Operating profit increased SEK 37 million, or 18.0%, to SEK 242 million in the fiscal year ended February 28, 2011, compared with SEK 205 million for the fiscal year ending February 28, 2010. This was primarily due to improved operating earnings from efficiency enhancements in operations despite extraordinary winter expenses during the fourth quarter. Regional traffic – Denmark The operating loss increased SEK 23 million, or 76.0%, to SEK 53 million in the fiscal year ended February 28, 2011, compared with SEK 30 million for the fiscal year ending February 28, 2010. This was mainly attributable to a provision for onerous contracts for the first traffic contract that commenced in October 2008 as well as higher operating deficits and higher extraordinary winter expenses in the fourth quarter. Regional traffic – Norway The operating profit was unchanged from the fiscal year ending February 28, 2010, and amounted to SEK 21 million for the fiscal year ended February 28, 2011. Regional traffic – Finland The operating profit from regional traffic services in Finland was unchanged from the fiscal year ending February 28, 2010, and amounted to SEK 7 million for the fiscal year ended February 28, 2011. Improved operating earnings from efficiency enhancements in operations were countered by higher extraordinary winter expenses in the fourth quarter. Interregional traffic – Sweden The operating profit decreased SEK 2 million, or 5.0%, to SEK 40 million for the fiscal year ending February 28, 2011, compared with SEK 42 million for the fiscal year ending February 28, 2010. This decrease was primarily attributable to an increase in the number of passengers at the beginning of the year during the period of flight groundings due to the ash cloud from the volcanic eruption on Iceland, which was countered by a smaller number of passengers in the second half of the year. Central functions and other items Central functions and other items include expenses related to the head office. The net expense (operating result) for central functions and other items decreased as a result of a reduced central organization SEK 28 million or 52.8% to SEK 25 million for the fiscal year ended February 28, 2011, compared with SEK 53 million in the preceding year. Profit from financial investments Interest expenses and similar expense items increased SEK 1 million, or 10.0%, to SEK 11 for the fiscal year, compared with SEK 10 million in the preceding year. Interest expenses and similar expense items increased SEK 103 million to SEK 184 for the fiscal year, compared with SEK 81 million in the preceding year. This increase was primarily due to a small value increase in the SEK against the EUR, which resulted in unrealized exchange gains of SEK 66 million, compared with an unrealized exchange gain of SEK 168 million in the preceding year. NOBINA | annual report 2010/2011 57 accounts Tax Tax expenses for the year amounted to SEK 0 million (6), through the utilization of accumulated loss carry-forwards. Group Management has decided not to capitalize any part of the current accumulated loss carry-forwards, considering the Group’s exchange rate changes on the bond loan. Profit for the year The company reported profit of SEK 59 million for the fiscal year, compared with a profit of SEK 121 million in the preceding year. Shareholders’ equity Shareholders’ equity increased by SEK 51 million to SEK 178 million. Profit for the year amounted to SEK 59 million, whereby the equity/assets ratio increased from 2.8% to 3.4% for the fiscal year. MARKET The Nobina Group is active in public bus transports, most of which consist of publicly tendered transport services that are operated by subsidiaries in the different countries. In addition, long-distance bus traffic is conducted in open competition, mainly in Sweden. Nobina is the largest company that operates public bus transport in the Nordic region and one of the ten largest public traffic companies in Europe. All operations require permits for operation of passenger transports. All subsidiaries hold the necessary permits. FINANCING, LIQUIDITY AND CASH FLOW The Group’s financial expenses increased SEK 1 million during the year, from SEK 249 million to SEK 250 million. The Group’s exchange gain amounted to SEK 66 million (168). Of this total, SEK 72 million (175) is an unrealized exchange gain on Nobina Europe AB’s bond loans of EUR 97 million. Nobina AB’s sole assets are shares in Nobina Europe Holding AB and Nobina Fleet AB. Nobina Europe Holding AB in turn owns Nobina Europe AB, which is the Parent Company for all the Group’s operating companies. 58 NOBINA | annual report 2010/2011 The Nobina Group has historically accumulated significant losses. Nobina Europe AB’s bond loans mature for payment on August 1, 2012. Nobina Europe has the possibility to repay the bond loan prior to this date and if this occurs before August 1, 2011, an additional 1% of the bond loan’s remaining nominal value will fall due (currently EUR 97 million). When the bond loan was granted, the issue price was discounted by 7.5%, which is why the original nominal bond liability of EUR 121.5 million contributed EUR 112.4 million in loan capital to the company. The issue discount of EUR 9.1 million was recognized in the balance sheet and amortized over the maturity of the loan. The non-depreciated amount will be recognized as income in the event that the bond loan is redeemed in advance. INVESTMENTS AND DEPRECIATION The Group’s investments during the year consisted primarily of bus acquisitions. During the year, 273 (339) buses were acquired through financial leasing, while the other buses 122 (41) were financed in cash. In total, the Group obtained 395 (380) buses during the year. Cash-financed investments amounted to SEK 180 million (135). Via its subsidiary Nobina Fleet AB, the Group entered into financial lease contracts amounting to SEK 731 million (971). These are classified as non-current assets in the balance sheet. The lease commitment was recognized as a liability in the balance sheet. Depreciation and interest expenses are recognized in the income statement. During the year, the Group sold 330 buses (332) for a value equal to SEK 16 million (26). The sale resulted in a capital loss of SEK 7 million (loss: 3). EMPLOYEES During the period, the average number of employees was 9,023 (10,403) and the number of employees translated into fulltime employees was 7,714 (7,318). In all countries where Nobina AB has operations, collective agreements are applied in accordance with the trade union that represents employees in the industry in which each company is active. Between the employee representatives and the company, there are well-established practices for the way in which working hours, compensatory terms, information and cooperation are negotiated and applied. The Nobina Group uses programs focusing on values and employee relations in order to boost the employees’ motivation at work and thus improve the quality of services to the customers. SIGNIFICANT AGREEMENTS BETWEEN THE COMPANY AND THE BOARD, AND THE CEO Fees to the Board of Directors are established by the Annual General Meeting. No special remuneration is paid if the assignment as Board member is terminated prematurely. In the event of termination of employment from the part of the company, the CEO is entitled to 12 months termination notice during which time salary will be paid. With regard to other information on fees to the Board of Directors, salaries and remuneration to senior executives, refer to Note 7. INCENTIVE PROGRAMS Through a rights issue in 2009/2010, 1,849,094 shares valued at SEK 9,245,470, were subscribed for by employees. After a reverse split (see Note 20), there are 24,928,139 shares, of which employees have 388,042 shares. SUPPLIERS The Nobina Group’s subsidiaries are dependent on certain suppliers, primarily in the vehicle and energy sectors, to conduct their operations. Purchasing agreements are signed mainly at the Group level. The individual subsidiaries enter into agreements with specific suppliers only for the supply of diesel. These agreements exist because no functioning retail business exists in the Nordic region for fuels and the subsidiaries are extremely dependent on regular fuel deliveries to conduct traffic in a reliable manner. ENVIRONMENTAL IMPACT OF OPERATIONS New buses are equipped with engines of the latest engine class that produce lower emis- accounts sions during combustion. They are equipped with filters for exhaust emission control and thus comply with future emissions standards well ahead of gaining legal force. In the Group’s non-current assets, the Group invests in environmental improvements such as new and improved cleaning equipment in the facilities for washing buses. Total emissions are minimized through upgrading of engine classes and control of tire pressure and wheel alignment, as well as a change to renewable fuel. The Group is working to reduce fuel consumption and new and improved fuel products are continuously evaluated. The Group conducts operations subject to reporting requirements under the Swedish Environmental Code (SFS 1998:808) for the depots that operate facilities for washing buses and workshops under their own management. They impact the environment primarily through the discharge of water from the bus-washing facilities. In conjunction with the establishment and discontinuation of depots, the depots in question undergo environmental inspection to determine the company’s environmental responsibility and impact. The operating companies carry out minor decontamination measures as needed. To date, no significant decontamination liability has been found with respect to the Group’s own operations. DISPUTES The Nobina Group had no significant disputes during the fiscal year. TRADING OF THE COMPANY’S SHARES The share is not listed on any exchange or other public trading venue. OPERATIONAL RISKS The Group’s future success is dependent on its ability to secure new traffic contracts and extend existing contracts with public transport authorities During the fiscal year that ended on February 28, 2011, the Group’s contracts with public transport authorities accounted for 94.5% of the total revenue. The possibility to secure new contracts is largely dependent on the Group’s ability to present tenders with com- petitive pricing, which in turn is largely dependent on the Group’s ability to increase efficiency in the operations and realize potential economies of scale. Consequently, competiveness is closely connected to efficient management of the bus fleet and existing contracts. A decline in the Group’s competitiveness will affect the ability to secure new contracts with public transport authorities, which in turn would have a significantly negative impact on the Group’s operations, financial position and operating profit. Management of commitments and risks associated with tender pricing in the contract tender process has a significant impact on Nobina’s operations, operating profit and financial position Every traffic contract is awarded following a formal tender process subject to competition. If some of the Group’s assumptions for price determination are incorrect, the Group may secure contracts with low profit margins or the contract must be carried out at a loss. Such contracts can result in a loss for a short period or the entire duration of the contract. Typically, the Group enters contracts with public transport authorities with a duration of five to eight years, whereby such factors as prices, price index and the extent of the operations are established when signing the contract. After a contract has been signed, there are generally no or only limited opportunities to renegotiate contract conditions and, in the event the Group enters a contract involving a loss, the Group may sustain considerable damage during the period. Entering a contract with low margin or a contract involving a loss would have a negative impact on the Group’s revenue and operating profit, which would have a significantly negative impact on the financial position and operating profit. Levels of allocations to public transport authorities The demand from public transport authorities for the Group’s services is highly dependent on the counties’ budgets and funds allocated for public transport. A decrease in the municipalities’ finances could reduce budgets for public transport authorities, who are responsible for allocating and financing many of the Group’s contracts. This means that the available market could decrease. Supply of bus drivers The company is strongly dependent on the supply of bus drivers in the countries in which the Group operates. There are several factors that could lead to the Group suffering a temporary or long-term shortage of bus drivers, including competition for qualified drivers in the transport sector or a decline in the number of people choosing the bus-driver profession. Price-adjustment index in Nobina’s traffic contracts A contract with a public transport authority generates revenue for providing bus traffic in the areas described in the contract. The size of the remuneration is adjusted on a regular basis based on several different indices to compensate for changes in the Group’s expenses during the duration of the specific contract. The price-adjustment index used provides scope for costs pertaining to labor, fuel, changes in the consumer index and other factors. The weighting in the indices in the Group’s contract portfolio may differ from the Group’s actual cost structure, causing the index-based price adjustments to not fully compensate for the Group’s costs. Depending on what is stated in each contract, index adjustments occur on a monthly, quarterly, six-month or annual basis, and are in certain cases applicable for future contract periods and not retroactive for the preceding contract period. This may mean that the Group will not receive higher remuneration to compensate for actual costs during a previous contract period. In addition, remuneration adjustments are not intended to keep traffic companies free from damage, but to adjust remuneration intended to be paid in the future. This may result in the price-adjustment indices not providing full remuneration at the right time, for actual costs and cost increases. NOBINA | annual report 2010/2011 59 accounts Fluctuations in prices and supply of fuel could have a significantly negative impact on the company’s operations, financial position and operating profit Major changes in the supply of fuel or fuel prices could have a significant impact on the Group’s operations, financial position and operating profit. The supply of and cost for fuel are affected by a series of factors over which the Group has little or no control, such as environmental legislation or global financial and political events. In the event of a fuel shortage due to a disruption in oil import, reduction in production or other reason, the Group could be affected by higher fuel prices or cut-backs in contracted fuel deliveries. The Group’s fuel costs are also influenced by annual increases in fuel tax, which is partly offset by the price-adjustment index. The Group also safeguards itself from fuel price increases by purchasing commodities options for the element of the diesel cost not covered by the price-adjustment index. At February 28, 2011, the Group had outstanding diesel derivatives of 2,500 metric tons per month until April 2011 and then 1,400 metric tons per month until August 2011. The derivative agreements entered into had a market value of SEK 3.9 million at February 28, 2011. Exchange-rate fluctuations could have a significantly negative impact on the Group’s operations, financial position and operating profit Several of the Group’s operating subsidiaries, including Nobina Norway, Nobina Finland and Nobina Denmark have functional currencies other than Swedish kronor (the Parent Company’s functional currency). When the Group compiles the consolidated financial statements, it converts these operating subsidiaries’ annual accounts to Swedish kronor on balance-sheet date. Accordingly, the Group’s operating profit/loss and financial position are affected by exchangerate fluctuations between SEK and NOK, EUR and DKR. The Group is also exposed to exchange-rate fluctuations with regard to fuel costs, which are partially mitigated by the Group subscribing to commodities options in local currency. In addition, the Group is exposed to currency risks in terms of a bond loan in EUR. 60 NOBINA | annual report 2010/2011 New laws and directives or new interpretations of existing laws and directives may have a negative impact on the Group’s operations Nobina’s operations fall under both national and European Union (”EU”) laws and directives. The Group is also covered by national environmental laws and directives. Additional laws and directives or new interpretations of existing laws and directives that affect the Group may be proposed periodically, which could impact the Group with additional costs, demands or restrictions. The adoption of such new laws and new interpretations of existing laws and directives may have a significantly negative impact on the Group’s operations, financial position or operating profit/loss. Interest risk The Group is primarily exposed to interest rate risk through the company’s financial and operating leases, which are mainly subject to variable interest. Interest rate increases are compensated to some extent through price adjustment indices that contain components of interest and/or consumer price indices. For other financial risks and risk management, refer to Note 28. Refinancing risk The Group is exposed to a refinancing risk, since an existing bond loan of EUR 97 million falls due on August 1, 2012. The possibilities to receive compensation financing are assessed as favorable. SIGNIFICANT EVENTS AFTER THE END OF THE FISCAL YEAR No significant events have occurred after the balance-sheet date. PARENT COMPANY The Parent Company’s operations mainly comprise Group management, support functions for IT, human resources and payroll, financial management and legal services. The Parent Company has 44 (8) employees. The increase is due to certain functions, such as IT and HR, being moved to the Parent Company during the fiscal year. The Parent Company’s profit before tax was SEK 57 million (loss: 8) and cash and cash equivalents at year-end was SEK 39 million (99), of which SEK 30 million (33) are in restricted funds. PROPOSED DIVIDEND The Board of Directors proposes that no dividend be paid. Allocation of profits (SEK) Funds available for allocation by the Annual General Meeting: Share premium reserve Accumulated profit Profit for the year Total 611,848,790 1,406,311,797 64,725,888 2,082,886,475 The Board of Directors proposes that profits be allocated as follows: To be carried forward to new account Total 2,082,886,475 2,082,886,475 For more information about the results and financial position of the Group and Parent Company, see the following income statements, statements of comprehensive income and balance sheets, with notes. accounts Consolidated income statement SEK M Note March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Net sales 1, 2, 3 6,546 6,179 Other operating income 151 129 TOTAL INCOME 6,697 6,308 OPERATING EXPENSES Fuel, tires and other consumables 4 –1,507 –1,371 Other external expenses 4, 5, 6 Personnel costs 4, 7 Capital losses on the sale of non-current assets Depreciation/amortization of intangible and tangible non-current assets 8 OPERATING profit 1, 2 Profit from net financial items Interest income and similar profit/loss items 9 Interest expense and similar profit/loss items 10 PROFIT AFTER NET FINANCIAL ITEMS Tax 11 PROFIT FOR THE YEAR Profit for the period attributable to Parent Company shareholders –1,171 –1,127 –3,408 –3,275 –7 –3 –372 –340 232 192 11 10 –184 –81 59 121 - - 59 121 59 121 Average number of shares before dilution (000s) 20 24,928 16,235 Earnings per share attributable to Parent Company shareholders, before dilution (SEK) 21 2.37 5.36 Earnings per share attributable to Parent Company shareholders, after dilution (SEK) 21 2.37 5.36 Statement of consolidated comprehensive income March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 59 121 Exchange-rate differences in foreign operations –18 –29 Other comprehensive income for the year, net after tax –18 –29 Comprehensive income for the year 41 92 Comprehensive income attributable to Parent Company shareholders 41 92 SEK M Profit for the year OTHER COMPREHENSIVE INCOME NOBINA | annual report 2010/2011 61 accounts Consolidated balance sheet SEK M Note Feb. 28, 2011 Feb. 28, 2010 ASSETS Non-current assets Goodwill 12 673 687 Other intangible non-current assets 12 9 5 Costs for improvements on third-party properties 13 5 7 Equipment, tools, fixtures and fittings 13 42 42 Vehicles 13 3,189 2,748 1 18 Non-current receivables Deferred tax assets 11 Total non-current assets 7 8 3,926 3,515 Current assets Inventories 16 48 40 Trade receivables 17 441 491 Other current receivables 62 71 Deferred expenses and accrued income 18 361 269 Restricted bank accounts 19 110 141 Cash and cash equivalents 19 225 331 Total current assets 1,247 1,343 TOTAL ASSETS 1, 2 5,173 4,858 20 178 137 SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity attributable to Parent Company shareholders LONG-TERM LIABILITIES Bond loans 24 728 859 Other liabilities 24 2,295 2,096 Provisions for pensions and similar commitments 22 16 44 Other provisions 23 81 88 3,120 3,087 Total non-current liabilities CURRENT LIABILITIES Bond loans 24 85 118 Liabilities to credit institutions 24 438 258 Accounts payable 389 389 Other current liabilities 25 134 113 Accrued expenses and deferred income 26 829 756 1,875 1,634 Total current liabilities Total liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 1, 2 PLEDGED ASSETS AND CONTINGENT LIABILITIES 27 62 NOBINA | annual report 2010/2011 4,995 4,721 5,173 4,858 accounts Consolidated statement of changes in shareholders’ equity SEK M Opening shareholders’ equity, February 28, 2009 Comprehensive income for the year Translation difference Profit/loss brought forward Total equity attributable to Parent Company shareholders 2,179 73 –2,394 –117 - –29 121 92 - –9 - - –9 204 614 - - 818 - –8 - - –8 –5 –505 - - –510 Share capital Other contributed capital 25 - Transactions with owners Exercise of issued options New issue New issue costs Redemption of preferential shares Dividend, preferential shares - - - –129 –129 Total transactions with owners 199 92 - –129 162 Closing shareholders’ equity, February 28, 2010 224 2,271 44 –2,402 137 - - –18 59 41 224 2,271 26 –2,343 178 Comprehensive income for the year Closing shareholders’ equity, February 28, 2011 There are no non-controlling interests. NOBINA | annual report 2010/2011 63 accounts Consolidated cash-flow statement SEK M March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 59 121 8 372 340 Note Cash flow from operating activities Profit before tax Adjustments for non-cash items – Depreciation/amortization and impairments – Capital gain/loss from the disposal of non–current assets – Unrealized foreign exchange gains/losses – Financial income 9 7 3 –66 –162 –11 –10 – Financial expense 217 218 – Changes in provisions, pensions, etc. –17 9 – Other items 29 –30 590 489 Cash flow from operating activities before changes in working capital Cash flow from changes in working capital Changes in inventories –10 –1 Changes in operating receivables –29 36 Changes in operating liabilities 96 85 Total changes in working capital 57 120 11 Interest income received 9 10 Tax paid 11 - - 657 620 26 –6 –180 –135 Cash flow from operating activities Cash flow from investing activities Changes in restricted bank accounts 19 Investments in buildings and land, vehicles, equipment, tools and fixtures and fittings excluding financial leasing 6, 12, 13 Divestment of buildings and land, vehicles, equipment, tools and fixtures and fittings 12, 13 Cash flow from investing activities 16 26 –138 –115 –510 Cash flow from financing activities Redemption of preferential shares 20 - Repurchase of options 7 - –9 New issue 20 - 818 - –8 Amortization of financial lease liability 24 –280 –217 Amortization of loans 24 –115 –124 Loans paid 24 - –1,488 Loans raised 24 - 1,323 Interest paid 10 –215 –228 Dividend 20 - –129 –610 –572 –91 –67 New issue costs Cash flow from financing activities Cash flow for the year Cash and cash equivalents at the beginning of the year 331 417 Cash flow for the year –91 –67 Exchange-rate difference CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 19 64 NOBINA | annual report 2010/2011 –15 –19 225 331 accounts Parent Company income statement March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 SEK M Note Other operating income 133 35 TOTAL INCOME 1, 3 133 35 Other external expenses 4, 5 –64 –15 Personnel costs 4, 7 –49 –29 Depreciation/amortization of intangible and tangible non-current assets 8 –5 - OPERATING PROFIT/LOSS 1, 2 15 –9 Interest income and similar profit/loss items 9 44 8 Interest expense and similar profit/loss items 10 –2 –7 57 –8 8 14 65 6 OPERATING EXPENSES PROFIT/LOSS AFTER NET FINANCIAL ITEMS Tax PROFIT FOR THE YEAR 11 Parent Company statement of comprehensive income SEK M Profit for the year March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 65 6 - - 65 6 OTHER COMPREHENSIVE INCOME Other comprehensive income for the year, net after tax Comprehensive income for the year NOBINA | annual report 2010/2011 65 accounts Parent Company balance sheet SEK M Note Feb. 28, 2011 Feb. 28, 2010 ASSETS Non-current assets Participations in Group companies 14 1,772 1,772 Other intangible assets 12 8 - Equipment, tools, fixtures and fittings 13 10 - Receivables from Group companies 15 345 290 Total non-current assets 2,135 2,062 Receivables from Group companies 136 71 Other current receivables 10 3 Deferred expenses and accrued income 18 48 17 Restricted bank accounts 19 30 33 Cash and cash equivalents 19 9 66 Total current assets 233 190 TOTAL ASSETS 1 2,368 2,252 224 Current assets SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity 20 Share capital 224 Statutory reserve - - 224 224 Total restricted shareholders’ equity Non-restricted shareholders’ equity 20 Share premium reserve 612 612 Profit brought forward 1,406 1,376 Profit for the year 65 6 Total non-restricted shareholders’ equity 2,083 1,994 2,307 2,218 2 1 Total shareholders’ equity Non-current liabilities Provisions for pensions and similar commitments 22 Other provisions - 1 Total non-current liabilities 2 2 24 Current liabilities Accounts payable 9 Liabilities to Group companies 38 1 1 - Other current liabilities Accrued expenses and deferred income 26 Total current liabilities Total liabilities TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 11 7 59 32 61 34 2,368 2,252 3,531 PLEDGED ASSETS AND CONTINGENT LIABILITIES 27 Pledged assets 4,015 Contingent liabilities - - 4,015 3,531 Total pledged assets and contingent liabilities 66 NOBINA | annual report 2010/2011 accounts Parent Company statement of changes in shareholders’ equity Share capital Statutory reserve Share premium reserve Profit/loss brought forward Profit/loss for the year Total shareholders’ equity 25 1,322 507 132 24 2,010 - - - - 6 6 –5 - –505 - - –510 - - –9 - - –9 204 - 614 - - 818 New issue costs - - –8 - - –8 Reclassification of issue expenses - - 13 –13 - - Dividend, preferential shares - - - –129 - –129 SEK M Opening shareholders’ equity, February 28, 2009 Comprehensive income for the year Transactions with owners Redemption of preferential shares Repurchase of options New issue Reduction of statutory reserve - –1,322 - 1,322 - - Group contribution received - - - 54 - 54 Tax effect on Group contribution received - - - –14 - –14 Transfer of the previous year’s profit/loss - - - 24 –24 - Total transactions with owners 199 –1,322 105 1,244 –24 202 Total shareholders’ equity, February 28, 2010 224 - 612 1,376 6 2,218 - - - - 65 65 Group contribution received - - - 32 - 32 Tax effect on Group contribution received - - - –8 - –8 Comprehensive income for the year Transactions with owners Transfer of the previous year’s profit/loss - - - 6 –6 - Total transactions with owners - - - 30 –6 24 224 - 612 1,406 65 2,307 Total shareholders’ equity on February 28, 2011 NOBINA | annual report 2010/2011 67 accounts Parent Company cash-flow statement SEK M Note March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 57 –8 Cash flow from operating activities Profit/loss before tax Adjustments for non-cash items; – Depreciation/amortization 8 5 - – Financial income 9 –44 –8 – Unrealized exchange gain/losses Cash flow from operating activities before changes in working capital 3 6 21 –10 –81 –125 Cash flow from changes in working capital Changes in operating receivables Changes in operating liabilities Total changes in working capital Interest income received Cash flow from operating activities 23 26 –58 –99 - - –37 –109 3 2 Cash flow from investing activities Changes in restricted bank accounts 19 Investments in tangible and intangible non-current assets 12, 13 Cash flow from investing activities –23 - –20 2 - –510 Cash flow from financing activities Redemption of preferential shares 20 Repurchase of options New issue 20 New issue costs Dividend 20 Cash flow from financing activities Cash flow for the year Cash and cash equivalents at the beginning of the year Cash flow for the year Cash and cash equivalents at the end of the year 68 NOBINA | annual report 2010/2011 19 - –9 - 818 - –8 - –129 - 162 –57 55 66 11 –57 55 9 66 accounts: NOTES Notes NotE 1 Company information and accounting policies Company information Nobina AB is a public limited company (Corporate Registration Number 556576-4569, domiciled in Stockholm) that is owned by some 30 shareholders and is the overall Parent Company of the Nobina Group (Nobina). The address of the head office is Armégatan 38, SE-171 71 Solna, Sweden. Nobina AB’s operations, which are conducted through subsidiaries, consist of the provision of scheduled contractual bus transport services to public transport authorities in Sweden, Norway, Denmark and Finland. Aside from contractual bus traffic, Nobina also offers extensive express bus services throughout large parts of Sweden. Nobina AB is a holding company whose primary asset consists of the investment in Nobina Europe Holding AB (with subsidiaries). The consolidated financial statements were approved for publication by a decision of the Board of Directors on April 26, 2011. The consolidated income statement and balance sheet will be subject to adoption by the Annual General Meeting on May 23, 2011, in Stockholm. Compliance with norms and laws The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU and the application of RFR 1 “Supplementary Accounting Rules for Groups,” associated interpretations issued by the Swedish Financial Reporting Board and the Swedish Annual Accounts Act. The financial statements for the Parent Company have been prepared in accordance with the Annual Accounts Act, with application of RFR 2 “Accounting for legal entities.” The Parent Company applies the same accounting policies as the Group except for in those cases specified below under “Accounting policies of the Parent Company”. Any deviations that exist are a result of the Swedish Annual Accounts Act’s limitations on the scope for IFRS conformity in the Parent Company and in certain cases also tax considerations. Basis for valuation in the Parent Company and consolidated financial statements Assets and liabilities are recognized at historical cost, except for certain financial assets and liabilities, which are stated at fair value or historical cost. Transactions to be eliminated on consolidation All intra-Group receivables and liabilities, income, expenses or unrealized gains or losses arising on transactions between Group companies are eliminated in full when preparing the consolidated financial statements. Transactions in foreign currency Transactions in foreign currencies are translated to the functional currency at the rate of exchange in effect on the transaction date. The functional currency is the currency of the primary economic environments in which the Group conducts its operations. Monetary assets and liabilities in foreign currency are translated to the functional currency at the closing day rate. Foreign exchange gains/losses arising on translation are recognized in the income statement. For the financial statements of subsidiaries with a functional currency other than SEK, all balance sheet items are translated at the closing day rate of exchange while income statement items are translated at the average rate during the year. Functional currency and presentation currency The functional currency of the Parent Company is Swedish kronor (SEK), which is also the presentation currency of the Parent Company and the Group. The consolidated financial statements are thus presented in SEK. All amounts are rounded off to the nearest million, unless otherwise stated. Assumptions and estimates in the financial statements Preparing the financial statements in accordance with IFRS requires that company management make estimates and assumptions that affect the recognized amounts of assets, liabilities, pledged assets and contingent liabilities, as well as income and expenses during the reporting period. Certain assumptions about the future and certain estimates and judgments on the closing date are of special significance for measuring assets and liabilities in the balance sheet. The risk for changes in carrying amounts during the coming year due to a possible need for changes in estimates and assumptions is deemed to lie primarily in the following areas: Impairment of goodwill Goodwill is tested for impairment at least annually and whenever circumstances or events indicate that the carrying amount of an asset may not be recoverable. In determining the recoverable value of cashgenerating units for assessment of whether goodwill is impaired, several assumptions about future conditions and estimates of variables have been made. The cash flow projections are based on the best possible estimates of future income and operating expenses, which in turn are based on historical development, general market conditions and other available information. The forecasts are performed with respect to each operating unit and are based on the respective company’s profit/loss before amortization/depreciation. Projected future cash flows are discounted at a reasonable rate for the weighted average cost of capital plus a reasonable risk premium at the valuation date, refer to Note 12. In the management’s assessment, reasonable and possible changes in the above variables would not have such significant effects that they would individually reduce the recoverable amount to a level lower than the carrying amount. Provisions for onerous contracts In the Group’s provisions for onerous contracts, under which the contractual income are not sufficient to cover the direct and allocable costs necessary for fulfillment of the contractual obligations, several assumptions have been made about future conditions and estimates of variables. Refer to Note 23. Excess vehicles (buses) In assessing whether to measure excess vehicles, not used in traffic, at fair value, a number of assumptions were made about future conditions and alternatives for relocation and estimates about future resale values. Vehicles deemed as excess by management were impaired at fair value, see Note 13. Tax assets In assessing whether to measure previous accumulated loss carry-forwards, Note 11, management has taken into account the Group’s future earnings ability, impact on the Group by currency fluctuations, as well as the consolidated financial position. Group Management has decided not to capitalize any part of the current accumulated loss carry-forwards. Classification of preference shares The preparation of financial statements also requires judgments in the application of accounting policies and classification of items. On the issuance of preference shares, the issued amount has been classified as shareholders’ equity based on an assessment of the conditions of these shares in relation to the criteria in IAS 32 that define what is a liability and what is shareholders’ equity. In 2009/2010, all preference shares were redeemed. Refinancing Nobina Europe AB’s bond loans mature for payment on August 1, 2012. The possibility of obtaining replacement financing is judged to be good as the current bond loan is mainly held by shareholders in the Group and Parent Company Nobina AB. New accounting policies New and amended standards 2010/11 The changes presented below are those deemed to be relevant to the company. However, they do not have any material effect on financial position or the results of operations, but rather have affected the reporting structure and supplementary disclosures. • IAS 27 (revised): Consolidated and Separate Financial Statements (apply from the fiscal year commencing July 1, 2009). The revised standard requires that effects of all transactions with non-controlling interests must be recognized in shareholders’ equity if the control conditions will not change and the transactions will no longer lead to goodwill, profit or loss. • IFRS 3 (revised), Business Combinations (apply for the fiscal year commencing July 1, 2009). The revised NOBINA | annual report 2010/2011 69 accounts: notes NotE 1 Continued standard means that the acquisition method will continue to be used in business acquisitions, but with a number of significant changes. For example, all payments for business acquisitions will be recognized at fair value on the acquisition date, and any conditional payments classified as liabilities shall be revalued through the income statement. New standards and interpretations not yet in force Standards and interpretations not yet in force, have not been applied for 2010/2011. The following standards may affect the company in the future, but are not expected to result in any effect on the consolidated financial statements when applied. • IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments”. This standard concerns scenarios where a company renegotiates the terms of a financial liability with a creditor and the creditor agrees to take the company’s shares or other equity instruments to settle the financial liability in part or in whole. • IAS 24 Related Party Disclosures. A supplement to the previous standard is made to the definition of related companies and changes some disclosure requirements for related companies, associated companies and joint ventures of the State. • Amendment to IFRS 7. Change in the requirements on disclosures in connection with a transfer of financial assets. • IFRS 7, Amendments concerning the transfer of financial assets “Financial Instruments: Disclosures (enters into effect for fiscal years beginning on or after July 1, 2011). • IFRS 9 “Financial instrument”. This standard is a part of a full restructuring of the existing standard IAS 39. The standard means a reduction in the number of measurement categories for financial assets and represents the main categories, recognition at cost (amortized cost) and fair value in profit and loss. This first part of the standard will be supplemented with rules about impairment, hedge accounting and liabilities measurement. IFRS 9 must be applied for fiscal years commencing January 1, 2013 or later. The standard has not yet been adopted by the EU. Consolidated accounts The consolidated accounts comprise all companies in which Nobina AB directly or indirectly has more than 50% of the votes or has a controlling influence otherwise. The consolidated accounts are prepared in accordance with the acquisition method. This means that acquired subsidiaries’ assets and liabilities are recognized at fair values according to an acquisition analysis, prepared on acquisition date. If the cost for shares in the subsidiary and any holdings without controlling influence (non-controlling interest) exceeds the fair value of the company’s identifiable net assets according to the acquisition analysis, the difference will represent consolidated goodwill, which will be tested for impairments. For every acquisition, it is determined if holdings with a non-controlling interest will be valued at fair value or the proportional share of the acquired operation’s net assets. All acquisition-related costs are expensed. Only income arising after the acquisition 70 NOBINA | annual report 2010/2011 date will be included in the consolidated shareholders’ equity. Income from the company that was acquired during the year will be included in the consolidated accounts from the date of acquisition. Companies divested during the year will be included in the consolidated profit and loss with income and expenses for the period up to the date of divestment. Segment reporting Nobina conducts Regional and Interregional traffic between selected cities (express traffic). Regional traffic is operated in large parts of Sweden and in metropolitan areas in Finland, Denmark and Norway. The largest part of the income is derived from contracts with public transport authorities representing the various counties. In nearly all cases, the public transport authorities receive ticket revenues and the traffic company receives a fixed amount of compensation in payment for the contracted services. Interregional traffic is conducted by Swebus Express (Swebus), which operates certain predetermined routes throughout Sweden. Revenue is generated by the sale of tickets to the passengers. Some of the companies also conduct chartered traffic mainly by using vehicles and personnel during periods when these are not occupied in regular traffic operations. The Group’s operations are steered and reported by operating segments, refer to Note 2. The accounting policies used by the reporting segments are the same as those applied in the consolidated financial statements. Nobina evaluates operations in each operating segment based on operating profit for each reporting operating segment, and normally reports sales and transfers between operating segments on a third-party basis, meaning at market prices. Group-wide functions Costs for group-wide support functions such as IT, systems administration and legal affairs, etc., are allocated to the operating segments and countries according to the degree of utilization. General administrative expenses, costs for the head office and other costs that arise at the central level and are attributable to the entire company are not included in the profit or loss of the operating segments. The operating assets included in each operating segment include all operating assets that are used in operating activities, primarily intangible assets, tangible assets, inventories and accounts receivables. Most of these assets are directly attributable to the respective operating segment. The operating liabilities included in each operating segment include all operating liabilities that are used, accrued expenses and pre paid income. Most of these liabilities are directly attributable to the respective operating segment. Estimated deferred tax and external and internal loans are not included in the operating segments’ capital employed. Income recognition Most of Nobina’s income is attributable to contracts with public transport authorities that run for a term of five to eight years, with an extension option. The public transport authorities’ contracts are generally designed so that Nobina receives a fixed fee in return for services rendered. Ticket revenues do not accrue to Nobina, but are forwarded to the public transport authorities. Most of the contracts are of the gross cost contract type, in which compensation is based exclusively on the number of kilometers or hours driven and is entirely unrelated to the number of passengers. Under certain contracts, Nobina receives compensation based on the services performed, while other contracts provide Nobina with remuneration in advance. Regardless of the payment flows in the contractual operations, Nobina primarily recognizes the revenue when the services are rendered. The amount of compensation is often tied to certain cost indices in order to compensate the traffic companies for cost increases during the term of the contract. The compensation is adjusted during the term of the contract due to changes in these indices. Nobina adjusts its revenues during the contract period according to the agreed indexation formula. Some of Nobina’s contracts with public transport authorities are designed so that all or part of the compensation is based on the number of passengers, so-called net cost contracts. Revenue from these contracts is recognized on the date that the passenger travels with Nobina. Revenues from Interregional traffic consist of ticket revenues from the passengers. For Interregional traffic, revenue is recognized on the date that the passenger travels with Nobina. The revenues also include revenues for rents, fuel sales and maintenance services. Revenues from these activities are recognized when the goods are delivered and the services performed or, in cases where revenues are obtained through operating leases, they are distributed evenly over the term of the lease. All revenues are reported excluding value added tax. Costs The consolidated operating expenses pertain primarily to personnel costs, which include salaries, social security costs, pensions, costs for bus drivers, as well as fuel, tires and leasing costs. Leasing In the consolidated financial statements, leasing is classified either as financial leasing or operating leasing. In financial leasing, the main financial risks and benefits are transferred to the lessee. If this is not the case, the agreement is considered operational leasing. Financial leases are recognized as non-current assets in the balance sheet and the corresponding leasing commitment is recognized as a liability. Assets and liabilities at the beginning of a leasing agreement are measured at the lower of fair value and the present value of future lease payments. Assets held under finance leases are depreciated on a straight-line basis over their estimated useful lives according to the same principles used for similar asset groups. The useful life periods do not follow the payment periods in the lease contracts, since the company believes that the benefits from the leased vehicles extend longer than the related financial obligation. The financial lease payments are apportioned between the finance charge and repayment of outstanding liability to produce an average rate of interest on the recognized liability. In the profit and loss, the lease expense is recognized as depreciation and interest expenses. For operating leases, no assets or liabilities are recognized in the balance sheet. In the income statement leasing expenses are recognized over the term of the lease. accounts: NOTES NotE 1 Continued Depreciation/amortization Depreciation/amortization of intangible and tangible non-current assets is based on the historic cost and estimated useful lives of different groups of non-current assets. Depreciation/amortization is on a straightline basis over the useful life of the assets to an estimated residual value. For Assets acquired during the year, depreciation/ amortization is calculated from the acquisition date. Applied useful lives Other intangible assets, max 3 years Computers 3 years Office equipment and furniture 5 years Vehicles Standard buses, 14 years Long-distance buses, 10 years Special buses, according to individual valuation Remodeling of leased premises 5 years, but not exceeding the term of the lease Financial income and expenses Financial income and expenses consist of interest income on bank funds and receivables, interest expense on loans, interest expense on financially leased vehicles and realized and unrealized gains and losses attributable to financing. Interest income and expense are recognized in the period in which they arise. Taxes The Group’s income taxes consist of current tax and deferred tax. Current tax refers to taxable profit and loss for the year. Deferred tax is calculated based on the temporary differences between the carrying amount and taxable values of assets and liabilities, as well as tax on the consolidated tax loss carry-forwards. Deferred tax is computed according to the applicable tax rate in each country. Deferred tax assets are recognized only to the extent that it is probable that these can be utilized against future taxable profits. Tax laws in Sweden and Finland permit provisions to special reserves and funds which constitute temporary differences. Within specified limits, this enables companies to retain profits in the company without immediate taxation of these profits. The untaxed reserves are not subject to taxation until they are dissolved. However, during years when the operations make a loss, the untaxed reserves can be utilized to cover losses without giving rise to any taxation. In the consolidated balance sheet, untaxed reserves for the individual companies are divided between shareholders’ equity and deferred tax liabilities. In the profit and loss, deferred tax is recognized as tax attributable to the year’s change in untaxed reserves. Goodwill After initial recognition, goodwill is measured at historical cost less and accumulated impairments. Goodwill is not amortized, but is tested annually and more often if there are indications of a decrease in value. This testing is based on defined cash-generating units, which coincide with the business areas used in segment accounting. Recoverable amounts are determined based on calculations of the value in use. The recovery value is the highest of value in use and net selling value. These calculations are based on an internal assessment of the next five years with a growth rate of 6% and then 0%. Anticipated future cash flows in accordance with these assessments constitute the grounds for the calculation. Working capital changes and investment requirements have hereby been taken into account. Other intangible and tangible non-current assets Other intangible and tangible non-current assets are recognized at historical cost less depreciation/amortization and impairments. Cost consists of the purchase consideration as well as costs directly attributable to getting the asset in place and in condition to be utilized. Any discounts and bonus from the cost are drawn from the purchase consideration. A tangible asset is recognized as an asset when the cost can be calculated in a reliable manner and based on available information is probable that the future financial benefits are connected with the holding accruing to the company. A tangible non-current asset is recognized at the time of delivery, stated on the invoice or delivery note. The carrying amounts on non-current assets are tested continuously to establish any impairment requirements. If on the date of the year-end report, there is an indication that a non-current asset has decreased in value, a calculation is done of the asset’s net sales value and useful value. The net sales value consists of the price that is estimated to be received in the event of disposal of the asset less selling expenses. Non-current assets are considered impaired when the present value of the future cash flow from these assets falls below their carrying amount. The impairment amount consists of the difference between the higher of the useful value or net sales value and the carrying amount. For non-current assets to be disposed, the possible impairment amount is calculated as the difference between the estimated sales revenue less associated costs and the asset’s carrying amount. Inventories Inventories are stated at the lower of cost and fair value on a first-in, first-out basis. The necessary provisions are made for obsolescence, partly on a case-by-case basis and partly through collective assessment. Financial assets and liabilities and other financial instruments Financial instruments are initially recognized at cost, corresponding to fair value including transaction costs for all financial instruments aside from those in the category of financial assets and liabilities measured at fair value through profit or loss. Subsequent to initial recognition, the accounting treatment of financial liabilities depends on how they are classified, as described below. A financial asset or liability is recognized in the balance sheet when the company initially becomes party to the contractual provisions of the instrument. Accounts receivable are recognized in the balance sheet when an invoice has been issued. Financial liabilities are recognized when the counterparty has performed and there is contractual obligation to pay, even if no invoice has been received. Accounts payable are recognized when an invoice has been received. A financial asset is derecognized from the balance sheet when the company’s rights under the agreement are realized, expire or the company has relinquished control of the asset. The same applies to a part of a financial asset. A financial liability is derecognized from the balance sheet when the obligation specified in the agreement is discharged or otherwise extinguished. The same applies to a part of a financial liability. At each reporting date, the Group assesses whether there is objective evidence of impairment for a financial asset of group of financial assets. Financial assets and liabilities measured at fair value via profit and loss Assets and liabilities in this category consist of derivatives measured at fair value with fair value changes through profit or loss. The Group has not applied any hedge accounting for the 2010/2011 or 2009/2010 fiscal years. Loans and accounts receivable Receivables are recognized in the amount in which they are expected to be received after deduction for doubtful debts, which are assessed individually. When the expected maturity is short, the receivable is recognized at nominal value without discounting. Impairment losses on loans and receivables are recognized in operating expenses. Restricted bank deposits Restricted bank deposits comprise bank guarantees and leasing contracts. Bank guarantees have been furnished as security for Nobina Europe AB’s pension liability, Nobina Norway AS’s obligations in respect of traffic contracts in Oslo, Nobina Sverige AB and Swebus Express AB’s obligations pursuant to the Travel Guarantee Act and Nobina Sverige AB obligations in respect of electricity purchases. Nobina Sverige AB and Nobina Denmark have deposited funds under lease contracts for buses. Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at banks. Other financial liabilities Liabilities are classed as other financial liabilities, which means that these are initially recognized at the amount received less transaction costs and are subsequently measured at amortized cost according to the effective interest rate method. Accounts payable are classified as other financial liabilities. Accounts payable have a short expected maturity and are measured at nominal value without discounting. Impairment of financial assets Any impairment requirements of financial assets in the categories of held-to-maturity investments and loans and receivables measured at amortized cost are calculated as the present value of future cash flows discounted at the effective rate in force on initial recognition of the asset. Assets with a time to maturity of less than one year are not discounted. NOBINA | annual report 2010/2011 71 accounts: notes NotE 1 Continued Impairment of held-to-maturity investments and loans and receivables recognized at amortized cost are reversed if a later increase in the recoverable amount can be objectively attributed to an event occurring after the date of the impairment loss. Provisions A provision is recognized in the balance sheet when the Group has a current legal or informal obligation that has arisen as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be estimated reliably. When the timing effect of payment is significant, provisions are measured at discounted present value using a pre-tax discount rate that reflects current market assessments of the time value of money. Termination remuneration A provision is recognized only if the company is demonstrably committed to terminate an employee or group of employees before the normal retirement date. In the event of termination, the company draws up a detailed plan including at least the place of work, as well as the amount of compensation for each employee and the time of the plan’s implementation. Onerous contracts A large share of the revenues is attributable to contracts with public transport authorities where the contracts extend for between five and eight years. The contractual terms commonly stipulate that the revenues shall be adjusted upwards in accordance with set indexes, either consumer price indexes or various producer price indexes. Due to changed conditions and because the costs increase more than the revenues, the contracts can become loss or onerous contracts, which is when the remaining contracted revenues are not enough to cover the costs attributable to the contracts to fulfill the contractual commitment. A provision for future losses is then made in the period that management identifies the contract as an onerous contract. The loss is estimated by including direct and indirect costs attributable to the contract, including depreciation of buses used to fulfill the commitment. The provision is made at the public transport authority level if there is a natural connection between the various contracts. In a tender process, tenders can be submitted for multiple contracts, where some are profitable and others entail a loss, but the transaction as such provides a surplus. Third-party obligations Provisions are made for damages that occurred to the Group’s own vehicles that have not complied with traffic safety or contract requirements or against third parties. The provision shall cover future obligations to third parties. 72 NOBINA | annual report 2010/2011 Environmental obligations Provisions are made for existing and future environmental obligations on leased land and facilities that are, or have been, used in operations. Pensions The Group has both defined-contribution and defined-benefit pension plans. The pension liabilities pertain to defined-benefit pensions, calculated annually in accordance with IAS 19 with assistance from an independent actuary. In the defined-contribution pension plans, Nobina pays a fixed contribution according to plan and has no further obligation to pay post-employment contributions. Under the defined benefit for Nobina Norway AS and Nobina Europe AB, benefits are paid to former employees on the basis of final salary and years of service. The Group bears the risk of ensuring that the contractual benefits are paid. Pension obligations for most of the Swedish operations are covered by a defined-benefit pension plan of the multi-employer type. The plan is insured in the mutual insurance company Alecta. The Group has not had access to sufficient information to report its proportional share of the defined-benefit obligation and of the plan assets and expenses. The plan is therefore recognized as a defined-contribution plan, which means that premiums paid are recognized as an expense. In the Swedish operations, there is also a defined-benefit pension plan that is funded. The Group’s net obligation under defined-benefit plans is determined separately for each plan according to the Projected Unit Credit Method. This means that the obligation is calculated as the present value of expected future pension payments. The obligation calculated accordingly is compared with the fair value of the plan assets that secure the obligation. The difference is recognized as a liability/asset with respect to accrued actuarial gains/losses. The calculation of future payments is based on actuarial assumptions that include life expectancy, future salary increases, employee turnover and other factors of significance for the choice of discount rate. Changes in and deviations from the actuarial assumptions normally lead to actuarial gains or losses. Actuarial gains and losses are recognized only when the accumulated gain or loss are below 10% of the higher of the present value of plan obligations and the fair value of plan assets. If the accumulated gain or loss exceeds the above-mentioned limit, the excess portion is recognized in income or expense over the expected average remaining working lives of the participating employees. When calculation leads to an asset for the Group, the recognized value of the asset is limited to the net total of unrealized actuarial losses and past service costs and the present value of any benefits available in the form of refunds or reductions in future employer contributions to the plan. Options regarding shares in Nobina AB Received option premiums are recognized directly against equity. When an issued share option is repurchased, the remuneration paid is recognized against shareholder’ equity. Earnings per share Earnings per share before dilution are calculated by dividing profit for the year adjusted for any dividends from preferential shares by the average number of common shares. Cash flow The cash flow statement has been prepared based on profit and loss and other changes between the opening and closing balances in the balance sheet, taking into account translation differences. The cash flow was prepared according to the indirect method. The recognized cash flow consists of transactions that generate deposits and payments. Cash and cash equivalents in the cash flow statement include cash in hand, driver cash and bank funds. Parent Company accounting policies The financial statements for the Parent Company, Nobina AB, were prepared in accordance with the Annual Report Act, other Swedish legislation and recommendation RFR 2 “Accounting for Legal Entities.” Any deviations that exist between the Parent Company and the Group’s policies are a result of the Swedish Annual Account Act’s limitations on the scope for IFRS conformity in the Parent Company, and for tax purposes in some instances. Group contribution for legal entities The company reports Group contributions in accordance with UFR 2. Group contributions are reported in accordance with their financial significance, which means that Group contributions paid to minimize the Group’s overall tax burden are recognized directly in profit brought forward less the current tax effect. accounts: NOTES Note 2 Segment reporting LIABILITIES BY SEGMENT REVENUE BY SEGMENT SEK M Nobina Sweden Nobina Denmark March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 4,459 4,227 323 192 Nobina Norway 783 733 Nobina Finland 756 801 Elimination of sales to Interregional traffic Total Regional traffic Swebus Elimination of sales to Regional traffic Total Interregional traffic Total revenue –54 –56 6,267 5,897 430 412 - –1 430 411 SEK M Feb. 28, 2011 Feb. 28, 2010 2,781 2,408 Nobina Sweden Nobina Denmark 147 39 Nobina Norway 501 545 Nobina Finland 441 444 3,870 3,436 Swebus 190 125 Total Interregional traffic 190 125 4,060 3,561 Total Regional traffic Total bus operations Central functions and other items 935 1,160 4,995 4,721 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 658 Total liabilities 6,697 6,308 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Nobina Sweden 242 205 SEK M Nobina Denmark –53 –30 Nobina Sweden 649 100 12 32 308 OPERATING PROFIT/LOSS BY SEGMENT SEK M INVESTMENTS IN TANGIBLE AND FINANCIAL ASSETS BY SEGMENT Nobina Norway 21 21 Nobina Denmark Nobina Finland 7 7 Nobina Norway 217 203 Total Regional traffic Nobina Finland 75 114 856 1,092 Swebus 38 1 Total Interregional traffic 38 1 894 1,093 Total Regional traffic Swebus 40 42 Total Interregional traffic 40 42 257 245 Central functions and other items –25 –53 Total operating profit 232 192 Total bus operations ASSETS BY SEGMENT SEK M Nobina Sweden 2011-02-28 2010-02-28 3,109 2,739 Nobina Denmark 147 64 Nobina Norway 912 1,048 Nobina Finland 491 527 4,659 4,378 216 Total Regional traffic Swebus Total Interregional traffic Total bus operations Central functions and other items Total assets Total bus operations Central functions and other items Total investments 17 13 911 1,106 Investments in tangible and financial assets consist of finance leases for SEK 731 million (971) which have no effect in liquidity in the operating segments. DEPRECIATION/IMPAIRMENT BY SEGMENT March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Nobina Sweden 231 241 Nobina Denmark 10 1 161 Nobina Norway 58 45 216 161 Nobina Finland 42 43 4,875 4,539 Total Regional traffic 341 330 Swebus 21 2 Total Interregional traffic 21 2 362 332 298 319 5,173 4,858 SEK M Total bus operations Central functions and other items 10 8 Total depreciation/impairment 372 340 For information on financial leasing assets and liabilities as well as operating leases, refer to Note 6. For information on goodwill, refer to Note 12. NOBINA | annual report 2010/2011 73 accounts: notes Note 3 Net sales Sales include other operating income, which primarily consists of revenue from leasing, the sale of fuel and diesel and revenue from workshop services to external customers. Sales to one major customer in the Nobina Sweden segment represent 23% (24) of the Group’s total sales. Group Distribution of revenue, SEK M Revenue Regional and Interregional traffic March 1, 2010 –Feb. 28, 2011 Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 6,530 6,163 - - Leasing, workshop services and sale of diesel 16 16 - - Other revenue 151 129 - - 133 35 133 35 Sales to Group companies Total revenue Note 4 6,697 6,308 Operating expenses Group March 1, 2010 –Feb. 28, 2011 SEK M Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 - Fuel 993 882 - Tires and other consumables 514 489 - - 1,507 1,371 - - Total fuel, tires and consumables Leasing costs 266 266 - - Other external expenses 905 861 64 15 Total other expenses 1,171 1,127 64 15 2,629 2,511 32 18 602 592 10 9 177 172 7 2 3,408 3,275 49 29 Salary expenses Employer’s contributions Pension expenses Total personnel expenses Purchases from Group companies The Group’s operating expenses include purchases of SEK 0 million (0) from other companies in the Group of which Nobina AB is a member. The Parent Company’s operating expenses include purchases of SEK 30 million (4) from Group companies. Note 5 Fees and remuneration to auditors Group Fees and compensation to auditors, SEK thousand March 1, 2010 –Feb. 28, 2011 Ernst & Young Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Audit assignment 3,618 4,605 372 1,756 Associated audit services in addition to audit assignment 1,295 449 776 295 39 - - - - - - - 4,952 5,054 1,148 2,051 Tax advisory services Other services Total 74 NOBINA | annual report 2010/2011 accounts: NOTES Note 6 Leasing FINANCE LEASE LIABILITIES BY SEGMENT FINANCIAL LEASING CONTRACTS, VEHICLES Finance lease assets SEK M SEK M Group March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Opening balance March 1, 2009 –Feb. 28, 2010 1,827 1,569 Nobina Sweden Nobina Denmark 80 2 Nobina Norway 396 409 2,841 1,951 Nobina Finland 731 971 Total Regional traffic Cost New contracts signed during the year March 1, 2010 –Feb. 28, 2011 291 255 2,594 2,235 Sales for the year –17 –14 Swebus 139 119 Exchange-rate difference –70 –67 Total Interregional traffic 139 119 3,485 2,841 2,733 2,354 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Nobina Sweden 241 190 Nobina Denmark 10 - Nobina Norway 68 45 Closing cost Total finance lease liabilities FINANCE LEASE EXPENSES BY SEGMENT Accumulated depreciation Opening accumulated depreciation –437 –256 Depreciation for the year –243 –193 15 6 Sales for the year Exchange-rate difference Closing accumulated depreciation Residual value according to plan 9 6 –656 –437 2,829 2,404 During the year, the Group entered into financial lease contracts for SEK 731 million (971) via the subsidiary Nobina Fleet AB. Assets held as finance leases are depreciated in accordance with the same depreciation principles as owned assets. The grounds for how the company’s fees are established based on the lease terms. The leasing expenses are normally based on either straightline amortization or an annuity payment with variable amortization over time. The proportion of straightline amortization amounts to 50%. The Nobina Group’s standard contracts have a duration of more than 10 years at 10% residual value. Interest expense is calculated as the contract interest rate on the outstanding liability at all times. The contract interest rate normally comprises a variable base interest rate such as STIBOR with the addition of a fixed margin. The Nobina Group is liable for the remaining residual value at the end of the agreement. No substantial secondary leasing of leased buses took place during the fiscal year. SEK M Nobina Finland Total Regional traffic 40 36 359 271 Swebus 25 18 Total Interregional traffic 25 18 384 289 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 157 133 Total finance lease expenses DEPRECIATION OF FINANCE LEASE ASSETS BY SEGMENT SEK M Nobina Sweden Nobina Denmark 6 - Nobina Norway 35 27 Nobina Finland Total Regional traffic 26 21 224 181 Swebus 19 12 Total Interregional traffic 19 12 243 193 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Nobina Sweden 55 47 Nobina Denmark 3 - 24 16 Total depreciation of capitalized leases by segment FINANCE LEASE ASSETS BY SEGMENT SEK M March 1, 2010 –Feb. 28, 2011 Nobina Sweden Nobina Denmark Nobina Norway Nobina Finland Total Regional traffic March 1, 2009 –Feb. 28, 2010 1,885 1,601 81 2 408 412 310 265 2,684 2,280 Swebus 145 124 Total Interregional traffic 145 124 Total finance lease assets 2,829 2,404 INTEREST EXPENSES FOR FINANCE LEASE LIABILITIES BY SEGMENT SEK M Nobina Norway Nobina Finland Total Regional traffic 7 6 89 69 Swebus 5 3 Total Interregional traffic 5 3 94 72 Total interest expenses for finance leases by segment Distribution of future minimum leasing fees with regard to finance leases and their present value divided by maturity date EXPECTED MATURITY MARCH 1, 2011 AND LATER Q1 Q2 Q3 Q4 2012/13 2013/14 2014/15 Later Future minimum leasing fees 113 111 115 111 544 496 414 1,292 Total 3,196 Present value of future minimum leasing fees 111 109 112 106 503 438 351 1,003 2,733 Distribution of future minimum leasing fees with regard to finance leases and their present value divided by maturity date EXPECTED MATURITY MARCH 1, 2010 AND LATER Q1 Q2 Q3 Q4 2011/12 2012/13 2013/14 Later Total Future minimum leasing fees 85 92 100 105 430 530 479 1,083 2,904 Present value of future minimum leasing fees 85 91 97 101 401 466 403 710 2,354 * Historic data concerning residual values, leasing periods and other contractual terms have been translated to obtain a comparison between the periods. NOBINA | annual report 2010/2011 75 accounts: notes NotE 6 Continued FUTURE MINIMUM LEASING FEES CONCERNING FINANCE LEASE LIABILITIES AND THEIR PRESENT VALUE OPERATING LEASE EXPENSES BY SEGMENT March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Total future minimum leasing fees 3,196 2,904 Less interest charge –463 –550 Present value of future minimum leasing fees 2,733 2,354 SEK M OPERATING LEASING AGREEMENTS, VEHICLES SEK M March 1, 2010 –Feb. 28, 2011 Operating leasing fees for the year Number of operational leasing agreements March 1, 2009 –Feb. 28, 2010 266 266 1,494 1,529 SEK M March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Nobina Sweden 210 212 Nobina Denmark 31 18 Nobina Norway 8 13 Nobina Finland 14 15 263 258 Total Regional traffic Swebus 3 8 Total Interregional traffic 3 8 266 266 Total operating lease expenses by segment NOMINAL VALUE OF FUTURE MINIMUM LEASING FEES PER SEGMENT MSEK FUTURE MINIMUM LEASING FEES REGARDING NON-CANCELLABLE OPERATING LEASES Nobina Sweden Total future minimum leasing fees 1,116 1,384 Less interest charge –134 –165 Present value of future minimum leasing fees 982 1,219 The grounds for how variable fees are established based on the lease terms. The leasing expenses are normally based on either straightline amortization or an annuity payment with variable amortization over time. The proportion of contracts with annuity payments is approximately 95% of the operating contracts. The durations of the operating contracts are divided into blocks where the first one is usually five years with a residual value of approximately 40% and then extensions of up to seven years and down to 0% in residual value. Interest expense is calculated as the contract interest rate on the outstanding liability at all times. The contract interest rate normally comprises a variable base interest rate such as STIBOR or EURIBOR with the addition of a fixed margin. At the end of the contracts, the buses are returned to the lessor. The lessor is responsible for the residual value. No substantial secondary leasing of leased buses took place during the fiscal year. 964 1,176 Nobina Denmark 72 103 Nobina Norway 18 26 Nobina Finland 58 74 1,112 1,379 Total Regional traffic Swebus 4 5 Total Interregional traffic 4 5 1,116 1,384 Total nominal value of future minimum leasing fees per segment PRESENT VALUE OF FUTURE MINIMUM LEASING FEES PERTAINING TO OPERATING LEASES BY SEGMENT MSEK Nobina Sweden 839 1,029 Nobina Denmark 69 96 Nobina Norway 16 24 Nobina Finland 53 66 Total Regional traffic 977 1,215 Swebus 5 4 Total Interregional traffic 5 4 982 1,219 Total nominal value of future minimum leasing fees per segment Distribution of future minimum leasing fees with regard to operating leases by maturity date EXPECTED MATURITY MARCH 1, 2011 AND LATER Q1 Q2 Q3 Q4 2012/13 2013/14 2014/15 Later Total Future minimum leasing fees 59 83 59 63 233 176 124 319 1,116 Present value of future minimum leasing fees 59 82 57 61 221 160 109 233 982 Distribution of future minimum leasing fees with regard to operating leases by maturity date* EXPECTED MATURITY MARCH 1, 2010 AND LATER Q1 Q2 Q3 Q4 2011/12 2012/13 2013/14 Later Total Future minimum leasing fees 72 71 59 62 261 238 178 443 1,384 Present value of future minimum leasing fees 72 70 54 60 246 216 157 344 1,219 * Historic data concerning residual values, leasing periods and other contractual terms have been translated to obtain a comparison between the periods. 76 NOBINA | annual report 2010/2011 accounts: NOTES NotE 6 Continued OTHER OPERATING LEASING AGREEMENTS Paid and future rents in accordance with non-cancellable agreements where obligations exceed one year March 1, 2010 –Feb. 28, 2011 2012 125 135 Leases for vehicles excluding buses 2 5 Other operating leasing agreements 1 128 SEK M Property rents Total nominal value of other operating leases NotE 7 2013 2014 2015 and later 117 107 84 4 3 - - - - - 140 121 110 84 Personnel Group March 1, 2010 –Feb. 28, 2011 Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Average number of employees 9,023 10,403 44 8 of whom, men 7,709 8,862 31 6 of whom, women 1,314 1,541 Number of employees translated to FTEs 7,714 7,318 13 2 44 8 Sweden 6,386 8,363 44 8 of whom, men 5,332 6,966 31 6 of whom, women 1,054 1,397 Number of employees translated to FTEs 5,684 5,425 13 2 44 8 Denmark 445 243 - - of whom, men 388 224 - - 57 19 - - 219 - - of whom, women Number of employees translated to FTEs 355 Norway 1,157 771 - - of whom, men 1,012 703 - - of whom, women 145 68 - - Number of employees translated to FTEs 829 670 - - 1,035 1,026 - - 977 969 - - 58 57 - - - - 14 (1) Finland of whom, men of whom, women Number of employees translated to FTEs 846 1,004 Salaries and other remuneration (of which, bonus), SEK M Sweden, Board and senior executives 1) 14,(2) 23,(2) 9 (1) Other employees in Sweden 1,678 (4) 1,618 (6) 21 (1) 8 (0) Total Sweden 1,692 (6) 1,641 (8) 30 (2) 22 (1) Foreign subsidiaries Denmark, Board and President Denmark, other employees Norway, Board and President Norway, other employees Finland, Board and President Finland, other employees TOTAL SALARIES AND OTHER REMUNERATION Payroll overheads of which, pension costs for Board and President of which, pension costs for other employees 3 3 - - 167 107 - - 2 2 - - 336 305 - - 2 2 - - 361 376 - - 2,563 2,436 - - 778 765 17 11 5 2 3 1 168 139 3 1 1) The figures for the Group refer to the boards and presidents of all Swedish Group companies. NOBINA | annual report 2010/2011 7 7 accounts: notes NotE 7 Continued BOARD MEMBERS AND OTHER SENIOR EXECUTIVES NUMBER OF SHARES TO THE BOARD AND SENIOR EXECUTIVES Feb. 28, 2011 Group Board of Directors President and senior executives Number of shares Feb. 28, 2010 Number Of whom, men Number Of whom, men 6 83% 6 67% 14 71% 8 100% REMUNERATION AND OTHER BENEFITS TO THE BOARD DURING THE YEAR Jan Sjöqvist 65,363 65,363 Gina Germano - - 13,779 13,779 Birgitta Kantola - - Thomas Naess - - 14,696 14,696 Jan Sundling Senior executives March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 0.6 1.8 Board Chairman Jan Sjöqvist Feb. 28, 2010 Board members Rolf Lydahl Group SEK M Feb. 28, 2011 Chairman of the Board Board members Ragnar Norbäck 101,112 101,112 Per Skärgård 35,745 35,745 Jan Bosaeus 26,000 26,000 Joakim Palmqvist 8,334 8,334 Tom Ward 8,250 8,250 Gina Germano 0.0 0.0 Stein Nilsen Jan Sundling 0.2 0.7 Sjur Brenden Birgitta Kantola 0.2 0.0 Ann-Marie Silokangas - - Tomas Naess 0.0 0.0 Martin Pagrotsky 1,667 1,667 Rolf Lydahl 0.2 0.7 Annika Kolmert 1,667 1,667 3.2 Henrik Dagnäs 1,667 1,667 Anna Jonasson - - Lars Åkesson - - Claes Herlitz - - 99,334 99,334 Total 1.2 REMUNERATION TO THE BOARD CHAIRMAN AND OTHER BOARD MEMBERS Remuneration to the Chairman and other members of the Board is paid according to the decision of the Annual General Meeting. No remuneration in excess of that decided by the Annual General Meeting is paid. The President receives no Board fees. During the year, Nobina AB paid pension benefits to former Board members in an amount of SEK 0.1 million (0.1), where the Board members are entitled to lifelong remuneration from the company. Two previous members from Group management are entitled to life-long remuneration from the company, which is secured through endowment insurance, SEK 13 million. REMUNERATION AND OTHER BENEFITS TO THE PRESIDENT AND SENIOR EXECUTIVES DURING THE YEAR Group SEK M March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 President Salary 4.5 9.5 Bonus 1.2 0.6 Pension expenses 1.4 3.0 Other benefits - - 1.9 3.3 Salary 18.5 15.4 Bonus 2.3 1.4 Pension expenses 3.4 2.0 Other benefits 0.2 - Social security contributions and taxes 5.0 5.0 Social security contributions and taxes Other senior executives Total 38.4 78 NOBINA | annual report 2010/2011 40.2 Other senior executives - - 10,428 10,428 Total number of shares, calculated after implemented reversed 9 for 1 split 388,042 388,042 SHARE OPTION PROGRAMS Nobina AB has issued three share option programs. Program 1, issued on June 24, 2005, consisted of 1,052,000 warrants (buyback November 3, 2008); Program 2, issued on November 8, 2005, consisted of 304,569 warrants (buyback November 3, 2008) and Program 3, issued on January 19, 2009, consisted of 1,640,925 share option (buyback 2009/2010). Nobina AB bought back all warrants issued by the company. Compensation for the redemption of issued warrants comprises in cash according to an independent market valuation of the warrants. The fundamental motive for the buyback of warrants is that there is currently no organized trading of the company’s shares. At the redemption date, holders of the issued warrants have also undertaken to reinvest part of the proceeds in a shares in Nobina AB. The shares in Nobina AB were acquired at market value, according to an external valuation. REMUNERATION TO THE PRESIDENT AND SENIOR EXECUTIVES Senior executives in the Nobina Group include the President, CFO, presidents of subsidiaries, positions reporting directly to the President and the Group’s functions responsible for processes. The total remuneration to the President and CEO and other senior executives includes fixed salaries, short and long-term variable remuneration, pensions and other benefits. In the event of termination of employment, senior executives in the Nobina Group are entitled to a maximum of 12 monthly salaries. As a rule, there is a six-month mutual term of notice between the company and the senior executive. In addition, a maximum of six months’ compensation may be paid in the event that the company has terminated employment. For the President and CEO and other senior executives employed in Sweden, a supplemental pension plan is applied in addition to the ITP plan. accounts: NOTES NotE 7 Continued Variable remuneration to the President In addition to fixed remuneration, the President is entitled to a special bonus as a result of a new employment contract entered into the 2010/2011 fiscal year. Variable compensation shall be based on the individual’s performance and the company’s performance in relation to predetermined and established goals. Evaluation of these goals shall take place annually. Variable compensation shall also include a cash bonus as determined by the Board of Directors and, for the President, share-based payment of which compensation in shares may be able to amount to a maximum of 140% of the President’s fixed annual salary to be paid out over three years. Share-based payment shall be conditional upon the Annual General Meeting taking the required decisions for delivery of shares according to the established share-based payment. Pension benefits of the President The retirement age for the President of the Parent Company is 62. Pension expenses for the company are reduced to 90% of salary on retirement at the age of 62–63, 80% of salary on retirement at the age of 63–64 and 70% of salary on retirement at the age of 64–65. Nobina AB’s obligations to the President cease on retirement at 65 years of age. Pension expenses comprise defined-contribution pensions, for which the premium is equal to 30% of pensionable salary. Pensionable salary comprises basic salary as long as the President remains in the company’s employment. Severance benefits are pensionable. Pension terms to other members of Group management Pension expenses comprise defined-contribution pensions, for which the premium is equal to a maximum of 30% of pensionable salary. Endowment insurance has in some cases been used for senior executives when the level of the pension form the company has promised exceeds the permitted amounts of the Income Tax Act. Sick pay for the President The President is insured up to 90% of salary for a maximum of 365 days per calendar year, with no qualifying days. Feb. 28, 2011 Parent Company Feb. 28, 2010 Number Of whom, men Number Of whom, men 6 83% 6 67% 2 100% Board of Directors President and senior executives 4 100% SENIOR EXECUTIVES Senior executives (Group management) in the Parent Company include the President and CEO, the CFO and Executive Vice President of the Group, the President of Nobina Sverige AB and Executive Vice President of the Group and the President of Swebus Express AB. sickness absence – parent company Information on sickness absence Total sickness absence Long-term sickness absence in relation to normal working hours March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 1.0% - 19.7% - Sickness absence for women 1.9% - Sickness absence for men 0.6% - Sickness absence under the age of 29 1.1 % - Sickness absence employees aged 30–49 Sickness absence employees aged 50 and over 1.1 % - 0.9% - No disclosures about sickness absence are provided for prior years since the number of employees was fewer than ten. Other employment benefits of the President Aside from the described taxable benefits, there is also healthcare insurance and holdings of shares in Nobina AB. Vacation for President and other senior executives The President and other senior executives comply with applicable vacation rights. NOBINA | annual report 2010/2011 79 accounts: notes NotE 8 Depreciation/amortization of and impairment losses on intangible and tangible fixed assets Group March 1, 2010 –Feb. 28, 2011 SEK M Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Other intangible non-current assets 3 1 2 - Costs for improvements on third-party properties 2 3 - - 18 18 3 - Vehicles 349 318 - - Total 372 340 5 - Equipment, tools, fixtures and fittings Impairments for the year with regard to buses for sale are SEK 6 million (17) for Nobina Sweden, SEK 3 million (-) for Nobina Finland and SEK 5 million (-) for Nobina Norway. NotE 9 Interest income and similar profit/loss items Group March 1, 2010 –Feb. 28, 2011 SEK M Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 - Financial income - 1 - Interest income 11 9 - - Interest income from Group companies - - 44 8 11 10 44 8 Total The Group earns interest on its bank deposits according to an interest rate based on the bank’s daily investment interest rates. Of the above interest income and similar profit/ loss items, SEK 10 million (11) was paid during the year. NotE 10 Interest expense and similar profit/loss items Group SEK M March 1, 2010 –Feb. 28, 2011 Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 - Interest expense, financial leasing –94 –72 - Interest expense, bond loans –124 –164 - - –32 –13 - –1 Other financial expenses Realized and unrealized exchange gains/loss, net Total 66 168 –2 –6 –184 –81 –2 –7 Interest expense amounted to SEK 215 million (228) and is attributable to liabilities recognized at amortized cost. 80 NOBINA | annual report 2010/2011 accounts: NOTES NotE 11 Taxes Group Parent Company March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 Tax attributable to previous years - - - - Current tax - - - - Deferred tax - - 8 14 Total tax recognized in the income statement - - 8 14 SEK M The difference the Group’s recognized tax cost and the estimated tax cost is based on the applicable tax rates and described below: SEK M Tax recognized in the income statement 26% tax on profit before taxes Difference Group March 1, 2010 –Feb. 28, 2011 Parent Company March 1, 2009 –Feb. 28, 2010 March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 14 - - 8 –15 –31 –15 2 23 12 15 31 The difference comprises the following items: Group contributions received/granted - - 8 14 Utilization/addition of previously non-capitalized loss carry-forwards 15 31 15 –2 Total 15 31 23 12 The corporate tax rate in Norway is 28%, Denmark 25%, and in Finland and Sweden 26.3%. Current tax declined by SEK 15 M (31) due to the utilization of loss carry-forwards. Group Tax assets and tax liabilities, SEK M Feb. 28, 2011 Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 - Deferred tax assets Opening carrying amount 8 8 - Exchange-rate differences –1 - - - Total deferred tax assets 7 8 - - Deferred tax liabilities - - - - Net deferred tax assets and liabilities pertaining to loss carry-forwards 7 8 - - Group Non-recognized, deferred tax assets, SEK M Opening non-recognized amount Utilization/addition of previously non-capitalized loss carry-forwards Recognition of financial leasing Group contributions Parent Company Feb. 28, 2011 Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 488 579 136 157 2 –15 –31 –15 12 6 - - - - –8 –14 Non-taxable revenues and non-deductible expenses - - - - Other temporary differences 3 –2 - 2 Reclassifications from previous years 6 –18 - - Changes in the current tax rate - –36 - –11 Exchange-rate differences Total deferred non-recognized tax assets –5 –10 - - 489 488 113 136 Expected maturity of taxable loss carry-forwards, SEK M 2012/13 - - - - 2013/14 1 12 - - 2014/15 21 24 - - 2015/16 19 21 - - 2016/17 17 19 - - 2017/18 17 18 - - Unlimited 1,826 1,815 432 522 Total 1,901 1,909 432 522 NOBINA | annual report 2010/2011 81 accounts: notes NotE 12 Intangible fixed assets Group Allocation of goodwill by segment, SEK M Feb. 28, 2011 Feb. 28, 2010 383 383 - - 216 230 Nobina Sweden Nobina Denmark Nobina Norway (goodwill corresponding NOK 189 M) Nobina Finland 29 29 628 642 Swebus 45 45 Total Interregional traffic 45 45 673 687 Total Regional traffic Total Group goodwill Group management has prepared an “impairment test” and found no impairment requirement for consolidated goodwill. In the assessment of cash-generating units’ recovery value for the assessment of any impairment requirement of goodwill, several assumptions of future conditions and estimates of variables were made to forecast future cash flow. Forecasts for future cash flow are based on the best possible assessments of future revenues and operating expenses, which in turn are based on historical trends, general market conditions and other available information. The discounted cash-flow value, given an explicit five-year forecast period and subsequently a so-called terminal value, is based on each company’s income before depreciation and amortization, which affects the units’ existing and future market shares. The rate of growth was calculated as 6% (6) per year and area of operation for a five-year period. Thereafter, the rate of growth was calculated as 0% (0). Company management assesses that potential reasonable changes in the above variables would not have such major effects that they would individually reduce the recovery value to a value that is lower than the carrying amount. The cash flow forecasts are calculated at present value with a yield requirement, WACC, of 13.7% (13.6). Group Parent Company Feb. 28, 2011 Feb. 28, 2010 Opening cost 16 Procurement 6 Reclassification Other intangible non-current assets, SEK M Feb. 28, 2011 Feb. 28, 2010 13 - - 3 10 - 2 - - - 24 16 10 - Opening accumulated amortization –11 –9 - - Amortization for the year –3 –1 –2 - Reclassification –1 –1 - - –15 –11 –2 - 9 5 8 - Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 COST Closing cost ACCUMULATED AMORTIZATION Closing accumulated amortization Residual value according to plan NotE 13 Tangible fixed assets Group Cost for improvements on third-party properties, SEK M Feb. 28, 2011 Parent Company COST Opening cost 16 14 - - Procurement 1 2 - - Divestments/disposals - - - - - - - Reclassification –1 Closing cost 16 16 - - –9 –6 - - - - - - Depreciation for the year –2 –3 - - Closing accumulated depreciation –11 –9 - - 5 7 - - ACCUMULATED DEPRECIATION Opening accumulated depreciation Divestments/disposals Residual value according to plan 82 NOBINA | annual report 2010/2011 accounts: NOTES NotE 13 Continued Group Equipment, tools, fixtures and fittings, SEK M Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2011 Feb. 28, 2010 COST Opening cost 138 136 - - Procurement 22 22 13 - Divestments/disposals –7 –17 - - Reclassification –5 - - - Translation difference –2 –3 - - 146 138 13 - –96 –97 - - 6 16 - - –18 –18 –3 - Closing cost ACCUMULATED DEPRECIATION Opening accumulated depreciation Divestments/disposals Depreciation for the year Reclassification 2 - - Translation difference 2 3 - - –104 –96 –3 - 42 42 10 - Closing accumulated depreciation Residual value according to plan Group Vehicles including financially leased vehicles, SEK M Feb. 28, 2011 Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 COST Opening cost 4,125 3,619 - - Procurement 882 1,079 - - –294 –445 - - - - - –104 –128 - - 4,602 4,125 - - –1,360 –1,485 - - 265 376 - - –335 –301 - - 9 - - - 32 50 - - –1,389 –1,360 - - Divestments/disposals Reclassification Translation difference Closing cost –7 ACCUMULATED DEPRECIATION Opening accumulated depreciation Divestments/disposals Depreciation for the year Reclassification Translation difference Closing accumulated depreciation ACCUMULATED IMPAIRMENT Opening accumulated impairment –17 –42 - - Divestments/disposals 7 42 - - Impairment for the year –14 –17 - - Closing accumulated impairment –24 –17 - - 3,189 2,748 - - Residual value according to plan Financial leasing is included in the aforementioned amounts, refer to Note 6, and impairment of buses for sale, refer to Note 8. NOBINA | annual report 2010/2011 83 accounts: notes NotE 14 Participations in Group companies (Parent Company) Parent Company SEK M Feb. 28, 2011 Parent Company Feb. 28, 2010 COST SEK M Feb. 28, 2011 Feb. 28, 2010 ACCUMULATED IMPAIRMENT Opening balance 2,176 2,176 Opening balance –404 –404 Closing balance 2,176 2,176 Closing balance –404 –404 Carrying amount 1,772 1,772 SEK M Corp. Reg. No. Nobina Fleet AB (Stockholm) 556031-1812 Shareholders’ equity Number of shares Profit/loss for the year Value of ownership share (%) Share capital Carrying amount Feb. 28, 2011 14 70,000 33 100 7 16 Subsidiary of Nobina Fleet AB: Nobina Fleet Danmark ApS (Glostrup) Nobina Europe Holding AB (Stockholm) 31586429 1 1,250 1 100 0 556028-1122 630 300 –102 100 0 556031-8569 30 160,000 –71 100 16 0 1,756 Subsidiary of Nobina Europe Holding AB: Swedish commercial companies Nobina Europe AB (Stockholm) Subsidiary of Nobina Europe AB: Nobina Busco AB (Stockholm) 556583-0527 28 1,000 –46 100 Swebus Express AB (Stockholm) 556358-3276 8 5,000 9 100 5 Nobina Sverige AB (Stockholm) 556057-0128 583 3,000 160 100 0 556416-2419 1 1,000 –4 100 0 0505988-8 54 2,000 13 100 33 Nobina Finland West Oy Ab (Helsinki) 2175179-4 –10 2,600 –5 100 0 Nobina Finland South Oy Ab (Helsinki) 2175178-6 –11 2,600 –6 100 0 Nobina Finland East Oy Ab (Helsinki) 2175186-6 0 2,600 0 100 0 Nobina Norway AS (Oslo) 915768237 32 750 –50 100 10 Nobina (Norway) AS (Oslo) 992097353 0 100 0 100 0 Nobina Danmark A/S (Copenhagen) 29513376 9 1,250 –66 100 1 Karlstadsbuss AB (Stockholm) 556051-2039 31 3,000 2 100 3 Saltsjöbuss AB (Stockholm) 556210-1500 1 2,500 0 100 0 Subsidiary of Nobina Sverige AB: Nobina Flexresor AB (Stockholm) Foreign commercial companies Nobina Finland Oy Ab (Helsinki) Subsidiary of Nobina Finland Oy Ab: Subsidiary of Nobina Norge AS: Dormant companies Total 84 NOBINA | annual report 2010/2011 1,772 accounts: NOTES NotE 15 Receivables from Group companies Group SEK M Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2011 Feb. 28, 2010 Cost Opening cost - - 290 125 Change during year - - 55 165 Closing cost - - 345 290 NotE 16 Inventories Group SEK M Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2011 Feb. 28, 2010 Finished goods 48 40 - - Total 48 40 - - The Group’s inventories primarily comprise fuel, which accounts for 51% (47) of total inventory and spare parts. NotE 17 Accounts receivable Group SEK M Feb. 28, 2011 Accounts receivable Provision for uncertain accounts receivable Total Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 - 452 496 - –11 –5 - - 441 491 - - MATURITY PERIOD FOR OUTSTANDING ACCOUNTS RECEIVABLE SEK M Accounts receivable SEK M Accounts receivable Accounts receivable Feb. 28, 2011 Not due during reporting period Fall due within <30 days after the due date Fall due within 31-60 days after the due date Fall due within 61-90 days after the due date Fall due within 91-120 days after the due date Fall due within 120 days after the due date 433 3 1 - 10 5 Not due during reporting period Fall due within <30 days after the due date Fall due within 31-60 days after the due date Fall due within 61-90 days after the due date Fall due within 91-120 days after the due date Fall due within 120 days after the due date 413 53 –2 13 3 16 452 Accounts receivable Feb. 28, 2010 496 PROVISION FOR UNCERTAIN ACCOUNTS RECEIVABLE Group SEK M Opening balance Reversals for the year Credit losses Feb. 28, 2011 Feb. 28, 2010 –5 –5 1 1 –1 –1 Provisions for the year –6 - Total –11 –5 Provisions for uncertain accounts receivable are based on an individual assessment of the risk of loss per contract or customer. NOBINA | annual report 2010/2011 85 accounts: notes NotE 18 Deferred expenses and accrued income Group SEK M Feb. 28, 2011 Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 Accrued transport income 199 160 - - Other prepaid expenses 162 109 48 17 Total 361 269 48 17 Accrued transport income primarily pertains to earned, but not yet invoiced compensation for transport services rendered. NotE 19 Cash and cash equivalents and restricted deposits Group SEK M Feb. 28, 2011 Cash and cash equivalents Restricted bank deposits Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 225 331 9 66 110 141 30 33 The item cash and cash equivalents recognizes holdings in the company’s checking accounts tied to the Group account, in which Nobina Europe AB is the account principal. Restricted bank deposits comprise bank guarantees and leasing contracts. Bank guarantees have been issued for such purposes as guarantees for Nobina Europe’s pension liabilities, Nobina Norge AS’ commitments pertaining to traffic contracts in Oslo, Nobina Sverige AB’s and Swebus Express’ commitments under the Transport Guarantee Act and Nobina Sverige AB’s undertakings concerning electricity procurement. Nobina AB’s restricted deposits pertain to deposits for leases and traffic start for Nobina Danmark AS. NotE 20 Statement of changes in shareholders’ equity Share capital Pursuant to the Articles of Association, the share capital of Nobina AB shall amount to not less than SEK 216,000,000 and not more than SEK 864,000,000. In accordance with the Articles of Association, there shall be not less than 24,000,000 shares and not more than 96,000,000 shares. The company’s shares comprise common shares, which have an entitlement of one vote per share. On December 16, 2009, the Board resolved to implement a reversed 9 for 1 split (record date March 1, 2010), meaning that nine shares are combined to form one. Reconciliation of number of shares Feb. 28, 2011 Common shares Preferential shares 24,928,139 - Subscription for new shares - - Redemption of shares - - 24,928,139 - Opening balance Closing balance Reconciliation of number of shares Feb. 28, 2010 Common shares Preferential shares Opening balance 20,227,650 5,000,000 Subscription for new shares 211,521,970 - - –5,000,000 231,749,620 - 25,749,957 - Redemption of shares Closing balance before share split Number of shares recalculated under share split Balance Closing balance –821,818 - 24,928,139 - Other capital contributed Reserves recognized in the Group comprise externally contributed capital, which is measured at par value. Translation differences The translation reserve includes all exchange-rate differences that arise in the translation of financial statements from foreign operations including changes regarding the translation of goodwill from local currency. 86 NOBINA | annual report 2010/2011 Profit/loss brought forward Profit/loss brought forward, including profit/loss for the year, includes profits earned in the Parent Company and its subsidiaries. Dividend Dividends are proposed by the Board in accordance with the stipulations of the Swedish Companies Act and adopted by the Annual General Meeting. Dividends are not recognized in the Parent Company as a reduction of unrestricted shareholders’ equity until the date on which a payment is made to shareholders. Capital management The aim of the Group’s capital management is to secure the Group’s financial stability, manage financial risks and ensure the Group’s short and long-term capital requirements. The Group defines capital as shareholders’ equity as recognized in the balance sheet. The company’s aim is to create a gain for shareholders by increasing the value of managed shareholders’ equity. There are no external capital requirements in addition to those stipulated by the Swedish Companies Act. NotE 21 Earnings per share Group Average number of common shares during the period (thousands) Recognized earnings (SEK M) Dividends for the year on preferential shares (SEK M) March 1, 2010 –Feb. 28, 2011 March 1, 2009 –Feb. 28, 2010 24,928 16,235 59 121 - –34 Adjusted earnings (SEK M) 59 87 Earnings per share (SEK) 2.37 5.36 Earnings per share are calculated by dividing profit for the year adjusted for dividends for the year on preferential shares by the average number of common shares. On December 16, 2009, the Board resolved to implement a reversed 9 for 1 split (record date March 1, 2010), meaning that nine shares are combined to form one. accounts: NOTES NotE 22 Provisions for pensions and similar commitments Group Feb. 28, 2011 Opening balance Change during year Closing balance Specification presenting how pension liabilities have been calculated: Group Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 SEK M 71 1 1 –27 1 - Reclassifications from previous years 4 - 16 44 2 1 Benefits earned during the year - 2 Interest expenses Benefits paid Deductions from pension obligations due to changes in pension terms Actuarial gains (+)/losses (–) Exchange-rate differences Total at year-end Actuarial gains/losses –3 –4 –2 4 Deductions from pension obligations due to changes in pension terms 2.2% 2.3% Expected rate of salary increase 2.5% 2.6% Specification of pension liability: Future rate of pension increase 1.9% 2.8% SEK M Closing balance actuarial gains (+)/losses (–) 2 Interest expense 8 8 Expected return on plan assets –8 –8 Actuarial loss (gain), net –8 –2 Cost pertaining to services rendered during previous periods –1 2 1 - –6 2 Group Opening balance Expected return on plan assets Funds contributed by employer Feb. 28, 2010 175 204 8 8 15 17 –19 –23 Actuarial gains (+)/losses (–) –2 –14 Exchange-rate differences –9 –17 168 175 Funds paid Total at year-end Feb. 28, 2010 130 142 67 80 Net of actuarial gains and losses not recognized in the balance sheet Fair value of plan assets on balance-sheet date At year-end –13 –3 –168 –175 16 44 ALLOCATION OF PLAN ASSETS Actual market value of plan assets on the balance-sheet date: Group Interest-bearing securities, cash and cash equivalents Feb. 28, 2011 –3 Group Present value on balance-sheet date of defined-benefit obligations that are fully unfunded and secured through credit insurance SEK M Specification presenting how fair value of plan assets has been calculated: –5 –13 Feb. 28, 2011 Present value of defined-benefit obligations that are fully or partly funded 2 –7 222 Actuarial gains (+)/losses (–), plan assets Expected return on plan assets Feb. 28, 2010 –8 197 –3 3.3% Feb. 28, 2011 –18 Actuarial gains (+)/losses (–), pension commitments Feb. 28, 2010 Cost pertaining to services rendered during the current period - 2 Feb. 28, 2010 3.3% SEK M –8 –3 Feb. 28, 2011 Group 8 –28 Feb. 28, 2011 Opening balance actuarial gains (+)/losses (–) Pension expenses are included in personnel expenses, and comprise the following: 8 –23 Group SEK M Discount rate SEK M 265 44 –28 The key actuarial assumptions used in calculation of the pension liability were as follows: Pension expenses, net Feb. 28, 2010 222 Opening balance The discount rate is based on the estimated discount rate on the yield produced by domestic government bonds. The annual rate of salary increase reflects expected future salary increases as a combined effect of inflation and years of service. The future pension increase rate reflects the expected percentage of employees, by age group, who will leave the company through natural attrition. The expected average remaining term of service is estimated based on the employees’ current age distribution and the expected employee turnover rate. Indexation of pension benefits reflects the inflationary rate in each country, Norway and Sweden. The Nobina Group’s pension expenses amounted to SEK 176 million (172), of which SEK –6 million (2) pertains to defined-benefit plans. Social security fees Feb. 28, 2011 Shares and other investments Total Feb. 28, 2011 % Feb. 28, 2010 % 104 62 127 72 64 38 48 28 168 100 175 100 NOBINA | annual report 2010/2011 87 accounts: notes NotE 23 NotE 22 Continued Allocation of plan assets by segment, SEK M Feb. 28, 2011 Feb. 28, 2010 Nobina Sweden 33 33 Nobina Norway 135 142 Nobina Finland - - Nobina Denmark Total Regional traffic - - 168 175 Swebus - - Total Interregional traffic - - Central functions Total plan assets - - 168 175 Future payments The pension liabilities are secured partly through restricted bank deposits and partly through credit insurance. Given the applied actuarial assumptions, Nobina expects the following paid benefits over the coming five-year period. Group Future payments, SEK M Expected paid benefits 2011 2012 2013 2014 2015 23 20 17 14 21 Other provisions Group Other provisions, SEK M Feb. 28, 2011 Feb. 28, 2010 Provisions for onerous contracts 41 34 Provisions for damage to vehicles and third parties 31 30 Provisions for environmental obligations 9 9 Provisions for discontinuation expenses - 15 81 88 Total Group Provisions for onerous contracts, SEK M Feb. 28, 2011 Feb. 28, 2010 34 29 Reversals for the year - –3 Provisions for the year 7 8 41 34 Opening balance Closing balance Provisions for damage to vehicles and third parties, SEK M Feb. 28, 2011 Feb. 28, 2010 30 29 Reversals for the year - - Provisions for the year 2 2 Exchange-rate difference –1 –1 Closing balance 31 30 Opening balance Provisions for environmental obligations for leased property and facilities, SEK M Group Feb. 28, 2011 Feb. 28, 2010 Opening balance 9 8 Reversals for the year - - Provisions for the year - 1 Closing balance 9 9 Provisions for discontinuation expenses, SEK M Opening balance Provisions utilized NotE 24 Group Group Feb. 28, 2011 Feb. 28, 2010 15 - –15 - Provisions for the year - 15 Closing balance - 15 Interest-bearing non-current liabilities Group SEK M Bond loans Feb. 28, 2011 Feb. 28, 2010 826 1,002 Period allocation of financial expenses –13 –25 Total 813 977 Less, current portion –85 –118 Total non-current liabilities 728 859 Financial leasing liabilities 2,733 2,354 Less current component of liabilities to credit institutions –438 –258 2,295 2,096 Total other non-current liabilities 88 NOBINA | annual report 2010/2011 accounts: NOTES NotE 24 Continued Non-current liabilities are to be repaid according to the following: Loan currency Feb. 28, 2011 Feb. 28, 2011 Feb. 28, 2010 Feb. 28, 2010 Bond loans Financial leasing liabilities Bond loans Financial leasing liabilities 258 2010/11 0 0 118 2011/12 85 438 118 401 2012/13 741 503 766 466 403 2013/14 - 438 - 2014/15 - 351 - 351 Later - 1,003 - 475 826 2,733 1,002 2,354 Interest rate and currency composition of borrowings Loan currency Nominal amount Corporate bonds, EUR Financial lease liabilities, SEK Amount in SEK M Interest, weighted 94 826 12.5 2,733 2,733 3.70* Total loan liability 3,559 * Average market interest rate. Non-current liabilities include corporate bonds originally issued by Nobina Europe AB in an amount of EUR 121.5 million. The corporate bonds bear interest at a fixed rate of 9.125% that is paid semi-annually (on Feb. 1 and August 1) and mature for payment in whole in August 2012. Nobina Europe has the possibility of repaying the bond loan before this date, and if this occurs before August 1, 2011, a supplemental amount of 1% on the outstanding amount is payable, after which the bond loan can be repaid without supplemental expense. Nobina Europe AB repaid SEK 115 million (318) of the bond loan. Outstanding corporate bonds amount to EUR 97 million at February 28, 2011. In connection with the issuance of corporate bonds, Nobina Europe AB and its subsidiaries undertook to fulfill a number of financial covenants, which include that Nobina Europe AB and its subsidiaries have limited opportunities to raise additional loans, enter into financial lease or sale and leaseback contracts, carry out certain types of investments and divest assets. Furthermore, these covenants create certain restrictions on payment of dividends by Nobina Europe AB and its subsidiaries. See also Note 28 regarding the company’s financing. All of these covenants were fulfilled at February 28, 2011 and during the fiscal year. When the bond loan was issued, the issue price was discounted by 7.5%, which is why the original bond liability of EUR 121.5 million contributed EUR 112.4 million in borrowed capital to the company. The issue discount EUR 9.1 million was recognized in the balance sheet and depreciated over the tenure of the loan. The non-depreciated amount will be recognized as income in the event that the bond loan is redeemed in advance. Costs associated with the raising of loan are expenses over the term of a loan, unless the loan is redeemed in advance, in which case the capitalized charge is expensed in its entirety. NotE 25 Other current liabilities Group SEK M Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2011 Feb. 28, 2010 - Employee withholding taxes 55 59 - Other current liabilities 79 54 - - 134 113 - - Total NotE 26 Accrued expenses and deferred income Group SEK M Feb. 28, 2011 Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 Deferred income 231 197 - - Accrued salaries 277 240 5 4 Other accrued personnel expenses 153 127 4 2 6 8 - - 162 184 2 1 829 756 11 7 Accrued interest expense Other accrued expenses Total NOBINA | annual report 2010/2011 89 accounts: notes NotE 27 Pledged assets and contingent liabilities Group SEK M Feb. 28, 2011 Parent Company Feb. 28, 2010 Pledged assets for bond loans Feb. 28, 2011 Feb. 28, 2010 Pledged assets pertaining to shares/net assets in subsidiaries 939 953 - - Other pledged assets 413 573 - - Chattel mortgage 316 337 - - - - 70 - - - 3,945 3,531 Other pledged assets Other pledged assets Contingent liabilities Guarantee for leasing commitments Aside from the above, Nobina AB is guarantor for Nobina Sverige AB’s transport obligations to Stockholm Public Transport. In addition to pledged leasing guarantees, Nobina AB has also pledged a Parent Company guarantee for the purchase of diesel for Nobina Norge AS through Uno-X, SEK 8 million, and for the fulfillment guarantees of SEK 62 million issued by Atradius for Norwegian public transport authorities. As collateral for the corporate bonds of EUR 121 million, Nobina Europe AB has pledged the shares in the operating subsidiaries, foreign subsidiaries and the buses owned by Nobina Busco AB and Nobina Norge AS, and Nobina Norge’s operating receivables and equipment. Furthermore, the subsidiaries have granted chattel mortgages in an amount of SEK 316 million as collateral, and have furnished guarantees for the Parent Company’s obligation under the corporate bonds. The following shares in subsidiaries had been furnished as security at February 28, 2011: • Nobina Europe AB • Nobina Sverige AB • Nobina Finland Oy Ab • Nobina Busco AB • Nobina Norge AS • Swebus Express AB • Nobina Flexresor AB • Nobina Danmark AS In connection with issuance of the corporate bonds, the following shares in subsidiaries were pledged: Group Shares in Nobina Sverige AB Feb. 28, 2011 Parent Company Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 584 428 - - Shares in Swebus Express AB 8 11 - - Shares in Nobina Finland Oy Ab 32 35 - - Shares in Nobina Busco AB 28 72 - - Shares in Nobina Norway AS 247 309 - - Shares in Nobina Denmark AS 9 10 - - Shares in Nobina Flexresor AB 1 1 - - 30 87 - - 939 953 - - The following assets were pledged at February 28, 2011: • Nobina Finland Oy Ab has pledged floating charges in an amount of EUR 5,230,648; • Nobina Sverige AB has pledged floating charges in an amount of SEK 115,000,000; • Nobina Busco filial Finland has pledged floating charges in an amount of EUR 17,561,687; • Nobina Busco AB has pledged its buses in a total amount of SEK 171,775,336, of which EUR 2,680,772 pertains to buses in the Nobina Busco branch in Finland. • Nobina Norge AS has pledged its assets in a total amount of SEK 131,814,655. Shares in Nobina Europe AB NotE 28 Hedging policy The company’s hedging policy is designed to ensure predictability and reduce volatility in liquidity and operating expenses in a cost-effective manner. The hedging policy states that the company may enter into hedge contracts for fuel, currency and interest-rate exposure. Financial risks and risk management All risk management is handled centrally in accordance with a finance policy established by the Board of Directors. The Nobina Group uses derivative instruments as part of its financial risk management to limit currency, interest rate and diesel price exposure. At February 28, 2011, the company had outstanding derivative instruments in the form of price caps for diesel and electricity derivatives through Nordpool. At February 28, 2010, no derivative instruments were outstanding. During the year, the company continuously had outstanding diesel derivatives, but no interest rate or currency derivatives. The Nobina Group is mainly exposed to the following risks: • Liquidity risk • Interest-rate risk • Refinancing risk • Credit and counterparty risk • Currency risk • Raw material risk • Inflation 90 NOBINA | annual report 2010/2011 Total Interest-rate risk Interest-rate risk refers the risk that movements in market interest rates will negatively affect the Group’s net interest income. The rate at which interest rate fluctuations affect net interest income depends on the fixed interest period of the loans. The Group is primarily exposed to interest-rate risk through the company’s financial and operating leases since the leasing fees are based on a variable market rate of interest. An increase in the variable interest rate by 1 percentage point would increase the Group’s interest expense by approximately SEK 37 million before the effect of compensation through revenue indexation in the transport contracts. Interest-rate risk is partially compensated by the inflation component of revenue indexation in the traffic contracts, and there is also an interest component in the index basket of some traffic contracts. The Group’s bond loan runs with fixed coupon interest and thereby entails no interest-rate risk. accounts: NOTES NotE 28 Continued Refinancing risk The Group will be exposed to refinancing risk when an existing bond loan of EUR 97 million matures on August 1, 2012. Credit and counterparty risk The Group’s financial transactions give rise to credit risks in relation to financial counterparties. Nobina’s finance policy states that credit risk shall be limited by only accepting counterparties with high credit ratings and through established limits. Commercial credit risks are limited in that the Group has a diversified customer base with high credit ratings, primarily comprising municipal and county council-owned public transport authorities. Provisions have been made for accounts receivable deemed to be doubtful, and have affected operating profit/loss. Currency risk Currency exposure arises in connection with payment flows in foreign currency (transaction exposure) and with the translation of foreign subsidiaries’ income statements and balance sheets to SEK (translation exposure). Transaction exposure – The Nobina Group is exposed to exchange rate movements on its bond loan, which was raised in an amount of EUR 97 million. A weakening of the SEK by 10% against EUR would increase the groups interest expense by SEK 8 million per year and would affect profit through an increase of SEK 97 million in the face value in Swedish kronor, which is recognized as an unrealized foreign exchange loss until actual repayment of the bond loan takes place. The Group’s finance policy states that currency exposures can be hedged. NotE 29 Raw material risk The Group is exposed to movements in prices of raw materials through its purchases of diesel. The raw material price accounts for barely half of the total diesel price and the remainder pertains to taxes, transports and refinement. Through revenue indices in its contracts with public transport authorities in regional traffic, the Group is partly compensated for fluctuations in diesel prices. According to internal calculations, this index compensation reduces exposure to diesel price fluctuations by close to 93%. Based on the budgeted diesel consumption and the calculated index compensation, an increase of the raw material price of 10% would increase the net diesel expense by approximately SEK 5 million for one fiscal year (excluding effects of diesel derivatives). Inflation Since the terms of the contracts include compensation for costs through the agreed indices (including inflation), which do not exactly track the cost trend in the industry, full compensation is not received for cost increases since the industry’s costs are rising faster than the amount of compensation received through indexation from the public transport authorities. Financial instruments Group Financial assets, SEK M Carrying amount Feb. 28, 2011 Feb. 28, 2010 Non-current receivables 1 18 Trade receivables 441 491 Other receivables 62 71 Restricted cash and cash equivalents Cash and cash equivalents 110 141 225 331 4 - 843 1,052 Financial assets measured at fair value through profit or loss Diesel derivatives, other receivables * Group total * Fair value is determined in accordance with prices listed on an active market, corresponding to the so-called level one in IFRS 7. Group Financial liabilities, SEK M Receivables from Group companies, interestbearing Other receivables Restricted cash and cash equivalents Cash and cash equivalents Feb. 28, 2010 480 361 5 3 30 33 9 66 Financial assets measured at fair value through profit or loss Diesel derivatives, other receivables * Group total Carrying amount Feb. 28, 2011 Feb. 28, 2010 3,559 3,331 Trade payables 389 389 Other liabilities 134 113 - - 4,082 3,833 Financial liabilities measured at fair value through profit or loss Feb. 28, 2011 4 - 528 463 * Fair value is determined in accordance with prices listed on an active market, corresponding to the so-called level one in IFRS 7. Other financial liabilities Interest-bearing liabilities, loans Carrying amount Parent Company Financial assets, SEK M Loans and accounts receivable Loans and accounts receivable Group total The Group is also exposed to exchange rate movements through its purchases of diesel, which is traded in the international commodities markets in USD. This currency risk can be hedged by entering into diesel derivatives in local currency. Also refer to the section under “Raw material risk”. Translation exposure – Nobina AB’s and Nobina Europe AB’s currency exposure on translation of foreign subsidiaries is normally not hedged. Fair value The carrying amounts of financial assets and liabilities essentially correspond to their fair values; apart from the bond loan; see below. Fair value is determined on the basis of official market quotes on the balance sheet date. If none such exist, fair value is determined through discounting of future cash flow to the listed market interest rate for the respective maturities or through some other method deemed to provide the best estimation of fair value in each individual case. Translation to SEK occurs at the exchange rate prevailing on the balance sheet date. Carrying amount Parent Company Financial liabilities, SEK M Feb. 28, 2011 Feb. 28, 2010 Other financial liabilities Liabilities to Group companies, interest-bearing 38 1 Trade payables 9 24 Other liabilities 1 - Financial liabilities measured at fair value through profit or loss Group total - - 48 25 In autumn 2009, the subsidiary Nobina Europe AB issued a bond loan in a nominal amount of EUR 121 million. The interest yield on the bond capital is 9.125% per year. Since the time of issuance, organized trading of the bonds has been conducted. The traded fair value of the bonds indicates a value at least equal to the nominal amount. Interest on the financial leasing liability is calculated on variable interest rates with an unchanged credit margin, which means that the recognized value of the liability agrees with the fair value. NOBINA | annual report 2010/2011 91 accounts: notes NotE 30 Related party transactions Funds managed by Bluebay Asset Management, Fidelity Funds, Avenue Capital, Thames River Capital and Dynamic Credits Opportunity Fund, all participated in the Exchange Offer in the 2009/2010 fiscal year, and used old bonds in an amount of EUR 112.5 million in exchange for new bonds at a subscription rate of 92.5%, which resulted in a new nominal amount for the loan of EUR 121.5 million. They also received the offered subscription premium of 1%. The new share issue in Nobina AB resolved by the Extraordinary General Meeting on June 4, 2009, comprising 202,276,500 shares at a price of SEK 4, was completed in full, thus contributing new capital of SEK 809 million to the company. Following completion of the share issue, the Board of Directors of Nobina AB decided to also redeem the company’s preference shares for SEK 639 million, including the accrued dividend of SEK 129 million. In connection with the new share issue and the redemption of preference shares, funds managed by Bluebay Asset NotE 31 Management have increased their holding of common shares, by exercising their preferential rights to participate in the share issue and to use the proceeds from the preference shares as payment for new common shares. Other major shareholders who participated in the share issue were FidelityFunds, Thames River Capital, Avenue Capital, JP Morgan Securities and Dresdener VPV. One (two) member of Nobina AB’s Board of Directors is appointed by Blue Bay Asset Management. This member has not received any director fees in the capacity of a Member of the Board. Nobina AB has receivables of SEK 329 million (297) from Nobina Europe AB. Interest of SEK 36 million (7) was capitalized during the year. Parties related to the Nobina Group are major shareholders, bond holders, senior executives and Group companies. With regard to other remuneration of the Board of Directors and senior executives, refer to Note 7. Exchange rates Average March 1, 2010 –Feb. 28, 2011 Exchange rates Closing day exchange dates March 1, 2009 –Feb. 28, 2010 Feb. 28, 2011 Feb. 28, 2010 EUR 9.3472 10.4977 8.818 9.7315 NOK 1.1748 1.2221 1.1365 1.2085 DKK 1.2549 1.4101 1.1825 1.3075 NotE 32 Events after the balance-sheet date No significant events have occurred after the balance-sheet date. Stockholm April 26, 2011 The Board of Directors and the President give their assurances that the Annual Report was prepared in accordance with Swedish GAAP and that the consolidated financial statements were prepared in accordance with international accounting standards, IFRS, as adopted by the EU ordinance of July 19, 2002 concerning the application of international accounting standards, and that they provide a fair view of the development of the Parent Company’s and the Group’s position and earnings, and that the Administration Report gives a fair impression of the development of the Parent Company’s and the Group’s operations, position and earnings, while also describing the significant risks and uncertainties facing the companies included in the Group. The Annual General Meeting on May 23, 2011 will resolve on the adoption of the Parent Company’s and the Group’s income statements and balance sheets. Jan Sjöqvist Chairman of the Board Rolf Lydahl Jan Sundling Ragnar Norbäck President Our auditors’ report was issued on April 29, 2011 Ernst & Young AB Erik Åström Authorized Public Accountant 92 NOBINA | annual report 2010/2011 Thomas Naess Birgitta Kantola Auditors’ report Auditors’ report To the annual meeting of the shareholders of Nobina AB Corporate registration number 556576-4569 We have audited the annual accounts, the consolidated financial statements, the accounting records and the administration of the Board of Directors and the President of Nobina AB for the year March 1, 2010–Feb. 28, 2011. The annual accounts and the consolidated financial statements of the company are included in the printed version of this document on pages 56–92. The Board of Directors and the President are responsible for these financial statements 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 financial statements. Our responsibility is to express an opinion on the annual accounts, the consolidated financial statements 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and their application by the Board of Directors and the President and significant estimates made by the Board of Directors and the President when preparing the annual accounts and consolidated financial statements as well as evaluating the overall presentation of information in the annual accounts and the consolidated financial statements. 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 President. We also examined whether any board member or the president 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 financial statements have been prepared in accordance with the 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 financial statements. 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 President be discharged from liability for the financial year. Stockholm April 29, 2011 Ernst & Young AB Erik Åström Authorized Public Accountant NOBINA | annual report 2010/2011 93 Glossary and keY figures Glossary Airport shuttle Trips that enable connections to and from airports. Bid A traffic company’s offer in a procurement process. Change prices How much compensation changes per bus hour or kilometers within the framework of the free volume in a contract. City transport Transport in a built-up area. Concession Allocated right to uphold a monopoly in a geographic area and which comprises all rights to provide public transport. In Sweden, since the public transport authority reform in the 1980s, the state allocates concessions to clients (municipalities and county councils), which in turn provide public transport services through contracts with traffic companies. These contracts are procured in accordance with the Public Procurement Act. Concession contract A form of contract between a traffic company and a client (municipality/ County council) that was usual prior to the public transport authority reform and which, in parts, continues for a transitional period. Under these contracts, the traffic company undertakes all aspects of the transport assignment, including the sale of services to passengers. Customers Passengers that use Nobina’s services regardless of whether they pay for the trip themselves or via a public transport authority. Euro 1–Euro 5, EEV Various generations of emission classes for diesel engines. Express route A longer route on main roads that Key figures Interregional traffic Nobina’s definition of traffic conducted completely on the initiative of a traffic company without restrictions or subsidies from authorities. AVERAGE NUMBER OF EMPLOYEES Net cost contract A contract in which the Number of sold passenger kilometers divided by driven kilometers. client compensates the traffic company on the basis of ticket revenues and subsidies from a given production volume determined in advance. Compensation to the traffic company is thus based on demand, while the client controls the offering. PrincipAL A municipality or county council allocated concessions by the government to provide public transport through public procurement of services from traffic companies. Public transport Transport services provided for the public in which people travel together. EBIT Operating profit before net financial and taxes. Shareholders’ equity as a percentage of total assets at the end of the fiscal year. Regional transport Transport outside and NET INVESTMENTS between built-up areas in a county. traffic company and a client for the provision of transport services within the framework of a publicly procured traffic contract, in which compensation is based on gross, incentive and net agreements. 94 NOBINA | annual report 2010/2011 Profit for the year adjusted for dividends on preference shares and potential ordinary shares divided by the average weighted number of common shares. traffic procured from a public client. production volume within the framework of the contract. remuneration in accordance with a basket of weighted and predetermined indexes intended to represent important cost elements for the traffic companies, such as salaries, fuel and maintenance, and which occurs at predetermined intervals. EARNINGS PER SHARE, FULLY DILUTED Regional traffic Nobina’s name for Traffic assignment A contract between a Indexation Adjustment of the contract-based Profit for the year adjusted for dividends on preference shares divided by the average weighted number of common shares. EBT Free volume The client’s right to change the tract contains to a larger or smaller degree a compensation component that is variable and depends on the number of passengers. EARNINGS PER SHARE In conjunction with the public transport authority reform in the 1980s, the government took over the right to allocate concessions from the municipalities and county councils. Previously, municipalities and county councils allocated concessions to traffic companies; today, the state allocates concessions to municipalities and county councils (clients), which in turn sign contracts with traffic companies for the provision of public transport services. These contracts are procured in accordance with the Public Procurement Act. Subcontractor A player assigned by the traffic company to assist in the provision of transport services. Incentive contract Normally a gross cost con- DEGREE OF UTILIZATION Public transport authority reform provides faster transport through several counties without more stops. Gross cost contract A contract in which the traffic company’s revenues comprise fixed remuneration for production costs based on a predetermined production, with route network, timetable and a number of other requirements as the base. Compensation is based on the number of hours, kilometers, buses or a combination of these. The number of hours paid divided by normal working hours for a full-time employee. traffic company A company that provides traffic in accordance with a given contract through a contract with a client. Traffic contract A publicly procured contract for the provision of transport services between a traffic company and a client. The contract normally applies for five to eight years and is based on gross, incentive and net agreements. Traffic planning Planning of use of resources (vehicle and driver) to conduct transport services in the most efficient manner possible in accordance with the traffic assignment. Income before tax. EBITDA Operating profit before depreciation and amortization. EBITDAR Operating profit before net financial items, tax, depreciation and amortization, earnings from sale of fixed assets and operating leasing expenses for buses. EQUITY/ASSETS RATIO Acquisition cost of investments in fixed assets less sales value of divested fixed assets. YIELD Revenue per driven kilometer. branschtermer och nyckeltal Addresses Annual General Meeting of Nobina AB Nobina AB Armégatan 38 SE-171 71 SOLNA Nobina Danmark A/S Malervangen 9 DK-2600 GLOSTRUP Nobina Europe Holding AB Armégatan 38 SE-171 71 SOLNA Nobina Norge AS Schweigaardsgate 14 N-0185 OSLO Nobina Europe AB Armégatan 38 SE-171 71 SOLNA Nobina Sverige AB Armégatan 38 SE-171 71 SOLNA Nobina Finland Oy Ab Klovinpellontie 5 FIN-02180 ESPOO Swebus Express AB Armégatan 38 SE-171 71 SOLNA Nobina Fleet AB Armégatan 38 SE-171 71 SOLNA THE SHAREHOLDERS OF NOBINA AB ARE HEREBY INVITED TO THE ANNUAL GENERAL MEETING ON MONDAY, MAY 23, 2011, AT 2:00 P.M. AT THE COMPANY’S PREMISES, ARMÉGATAN 38, SOLNA, SWEDEN. Entitlement to participate in the Annual General Meeting Shareholders who wish to participate in the Annual General Meeting must be registered in the shareholders’ register maintained by Euroclear Sweden AB on May 17, 2011. The shareholders are also asked to notify Nobina of their attention to attend: by post to Nobina AB, Armégatan 38, SE-171 71 Solna, Sweden, fax to +46 (0)8 546 300 55 or e-mail to [email protected], no later than May 17, 2011 before 4 p.m. When registering, please notify the shareholder’s name, address, telephone number (daytime), personal ID or corporate registration number, number of shares held and any attending advisors or representatives. Production: Vero Kommunikation AB Graphical production: Griller Grafisk Form Photo: Peter Hoelstad, Karl-Johan Larsson, Peter Ödén, Jan Sundberg, Per-Anders E Hurtigh, Photography agencies: Johnér and Folio. Print: Åtta45, 2011 NOBINA | annual report 2010/2011 95 nobina AB Armégatan 38 SE-171 71 Solna PHONE +46 8 410 650 00 www.nobina.com