Amer Sports Oyj : Amer Sports Corporation Financial Statements Bulletin 2012 Amer Sports Corporation FINANCIAL STATEMENTS BULLETIN January 31, 2013 at 1:00 pm OCTOBER-DECEMBER 2012 *Net sales were EUR 618.5 million (556.9). In local currencies, net sales increased by 8% with strong broad-based growth across the business areas. *Gross margin was 41.9% (42.4%). The decline was due to inventory sell-out and production variances especially in Winter Sports Equipment. *EBIT excluding non-recurring items was EUR 46.5 million (46.3). Non-recurring items of EUR -24.8 million (0) were related to the earlier announced restructuring program. *Excluding non-recurring items, earnings per share were EUR 0.22 (0.25). Earnings per share were EUR 0.05 (0.25). *Net cash flow after investing activities was EUR 96.7 million (49.0), mainly driven by decreased working capital. JANUARY-DECEMBER 2012 *Net sales were all-time high at EUR2,064.0 million (1,880.8). In local currencies, net sales increased by 5.1%. *Gross margin was 43.6% (43.5%). *EBIT excluding non-recurring items was EUR 136.5 million (135.5). EBIT margin was 6.6% (7.2%) excluding non-recurring items. Non-recurring items were EUR -24.8 million (0) and they were related to the restructuring program announced in the January-September 2012 interim report. *Excluding non-recurring items, earnings per share were EUR 0.65 (0.71). Earnings per share were EUR 0.48 (0.71). *Net cash flow after investing activities was EUR 71.8 million (-21.4). *Gearing was 57% (December 31, 2011: 47%). The increase is due to the redemption of the hybrid bond in March 2012 (impact on gearing 12 percentage points). *Amer Sports Board of Directors is proposing a dividend of EUR 0.35 per share (0.33 per share in 2011). OUTLOOK FOR 2013 Amer Sports expects the trading environment to remain challenging in 2013. The company will continue to focus on softgoods growth, consumer-driven product and marketing innovation, commercial expansion and operational excellence. In 2013, Amer Sports' net sales in local currencies and EBIT excluding non-recurring items are expected to increase from 2012. KEY FIGURES 10-12/ 10-12/ EUR million 2012 2011 Ch % Ch %*) 2012 2011 Ch % Ch %*) Net sales 618.5 556.9 11 8 2,064.0 1,880.8 10 5 Gross profit 258.9 235.9 10 7 900.6 817.4 10 6 Gross profit % 41.9 42.4 43.6 43.5 EBIT excluding non- recurring items 46.5 46.3 0 136.5 135.5 1 EBIT % excluding non- recurring items 7.5 8.3 6.6 7.2 Non-recurring items**) -24.8 - -24.8 - EBIT total 21.7 46.3 -53 111.7 135.5 -18 EBIT % 3.5 8.3 5.4 7.2 Financing income and expenses -9.5 -6.1 -29.9 -20.5 Earnings before taxes 12.2 40.2 81.8 115.0 Net result 5.3 31.1 57.5 90.9 Earnings per share, EUR 0.05 0.25 0.48 0.71 Net cash flow after investing activities 96.7 49.0 71.8 -21.4 Equity ratio, % at year end 40.7 45.6 Gearing, % at year end 57 47 Personnel at year end 7,186 7,061 2 Average rates used, EUR/USD 1.28 1.39 *) In local currencies **) Non-recurring items are exceptional transactions that are not related to normal business operations. The most common non-recurring items are capital gains, exceptional write-downs, provisions for planned restructuring and penalties. Non-recurring items are normally specified individually if they have a material impact on EBIT. HEIKKI TAKALA, PRESIDENT AND CEO: "We finished a good but a highly challenging year 2012 with strong momentum in the fourth quarter. We continued to drive growth, by-passing EUR 2 billion in net sales for the first time. The growth and improvements were broad-based across business areas, geographical core markets and our target emerging markets as well as Business to Consumer channels. In 2012, our Winter Sports Equipment business was adversely impacted by the previous mild and late winter, and whilst the business did pick up in the fourth quarter, the full year sales were down by 8%. Encouragingly, due to our operational efficiency program Focus, Winter Sports Equipment safeguarded mid-single-digit profitability despite the sales decline. As a group, we delivered net sales growth in line with our target of 5%, coupled with a strongly improved free cash flow and healthy balance sheet. Although we did not improve profitability in 2012, we mitigated the impacts of the mild winter 2011/12 and the economic headwinds, and we kept the Group operating profit at the previous year's level. Importantly, we did not compromise the long-term development, and throughout 2012 we continued to invest significantly in the strategy execution to ensure that we have strong building blocks in place for continuous future improvement. To further drive this improvement, we are now implementing the earlier announced restructuring program with the objective to drive target scale and synergies and complexity reduction across the Group. We have now delivered three consecutive years of continuous improvement, hence we see that our strategies are working. We continue executing with confidence." For further information, please contact: Heikki Takala, President and CEO, tel. +358 9 7257 8210 Jussi Siitonen, CFO, tel. +358 9 7257 8212 Päivi Antola, Director, Corporate Communications and IR, tel. +358972578233 TELEPHONE CONFERENCE An English-language conference call for investors and analysts will be held today at 3:00 pm Finnish time. To participate in the call, please dial +44(0)2033645381 (UK/international dial-in number). The conference can also be followed from a direct transmission via the internet at www.amersports.com. A recorded version will be available later at the same web address: the replay number is +44(0)2034270598, and the access code 2400691#. Annual General Meeting Amer Sports' Annual General Meeting will be held on Thursday, March 7, 2013 at Mäkelänkatu 91, Helsinki, Finland starting at 2:00 pm. Reception for persons who have registered for the Annual General Meeting and the distribution of voting tickets will commence at 1:30 pm. First quarter results bulletin Amer Sports will publish its Q1/2013 results bulletin on Thursday, April 25, 2013 at approximately 1:00 pm Finnish time. FINANCIAL RESULTS IN OCTOBER-DECEMBER NET SALES AND EBIT IN OCTOBER-DECEMBER 2012 Amer Sports' net sales in October-December 2012 totaled EUR618.5 million (556.9). In local currencies, net sales increased by 8%. The growth was broad-based, driven especially by Fitness (+17%), Ball Sports (+13%), Apparel (+12%), Footwear (+17%) and Sports Instruments (+25%). Net sales by business segment 10-12/ 10-12/ Change Change % of sales % of sales EUR million 2012 2011 % %*) 10-12/12 10-12/11 Winter and Outdoor 402.8 375.0 7 5 65 67 Ball Sports 127.7 109.0 17 13 21 20 Fitness 88.0 72.9 21 17 14 13 Total 618.5 556.9 11 8 100 100 *) In local currencies Geographic breakdown of net sales 10-12/ 10-12/ Change Change % of sales % of sales EUR million 2012 2011 % %*) 10-12/12 10-12/11 EMEA 305.3 273.8 12 10 50 49 Americas 224.8 205.4 9 5 36 37 Asia Pacific 88.4 77.7 14 12 14 14 Total 618.5 556.9 11 8 100 100 *) In local currencies Gross margin was 41.9% (42.4). The decline was due to inventory sell-out and production variances especially in Winter Sports Equipment. EBIT excluding non-recurring items was EUR 46.5 million (46.3). Including non-recurring items, EBIT was EUR 21.7 million (46.3). Non-recurring items were related to the earlier announced restructuring program. Increased sales volumes contributed approximately EUR 20 million to EBIT. Gross margin impacted EBIT by approximately EUR -3 million. Operating expenses increased by approximately EUR 14 million. Other income and expenses and currencies impacted EBIT by approximately EUR -3 million. EBIT excluding non-recurring items by business segment 10-12/ 10-12/ Change EUR million 2012 2011 % Winter and Outdoor 41.7 45.0 -7 Ball Sports 1.0 -0.7 Fitness 7.9 4.5 76 Headquarters*) -4.1 -2.5 EBIT excluding non-recurring items 46.5 46.3 0 Non-recurring items -24.8 - EBIT total 21.7 46.3 -53 *) Headquarters segment consists of Group administration, shared service functions, other non-operational income and expenses and fair valuation of share based compensations. In the fourth quarter, segment operating loss increased by EUR 1.6 million due to increased net operational expenses of EUR 0.1 million and a change in fair valuation of share based compensations and other adjustments of EUR -1.5 million. Net financial expenses were EUR 9.5 million (6.1) including net interest expenses of EUR 4.8 million (5.9) and unrealized net foreign exchange losses totaling EUR 0.8 million (0.0). Other financing expenses were EUR 3.9 million (0.2). Earnings per share were EUR 0.05 (0.25). Excluding non-recurring items, earnings per share were EUR 0.22 (0.25). FINANCIAL RESULTS 2012 2012 was a good year for Amer Sports, despite the challenges with the economy especially in Europe, and the impact of the late and mild winter in the season 2011/12 on Winter Sports Equipment. Amer Sports reached record sales in 2012 and the growth was broad-based. The company delivered all-time high sales in Apparel, Footwear, Cycling, Sports Instruments and Team Sports, and geographically EMEA and Asia Pacific delivered record sales, as did the Business to Consumer channel. Further, Fitness and Individual Ball Sports (former Racquet Sports and Golf) delivered solid improvements. NET SALES AND EBIT IN 2012 Amer Sports' net sales in 2012 were EUR2,064.0 million (2011: 1,880.8). Net sales increased by 5% in local currencies, particularly due to sales growth in Apparel, up by 23%, Sports Instruments, up by 12%, Fitness, up by 10%, and Footwear, up by 7%. Individual Ball Sports was up by 7%, mainly due to tennis. The Group's financial target is to deliver an organic, currency-neutral annual growth of 5%. Net sales by business segment Change Change % of sales % of sales EUR million 2012 2011 % %*) 2012 2011 Winter and Outdoor 1,221.2 1,137.6 7 4 59 61 Ball Sports 569.7 511.0 11 5 28 27 Fitness 273.1 232.2 18 10 13 12 Total 2,064.0 1,880.8 10 5 100 100 *) In local currencies Geographic breakdown of net sales Change Change % of sales % of sales EUR million 2012 2011 % %*) 2012 2011 EMEA 962.7 917.6 5 4 47 49 Americas 834.1 742.1 12 5 40 39 Asia Pacific 267.2 221.1 21 14 13 12 Total 2,064.0 1,880.8 10 5 100 100 *) In local currencies Gross margin was 43.6% (43.5). Group EBIT excluding non-recurring items was EUR 136.5 million (135.5). Including non-recurring items, EBIT was EUR 111.7 million (135.5). Non-recurring items were related to the Group-wide restructuring program announced in the January-September 2012 interim report. In local currencies, increased sales volumes contributed approximately EUR 44 million to EBIT and higher gross margins approximately EUR 5 million. Other income and expenses and currencies impacted EBIT by approximately EUR 5 million. Operating expenses increased by approximately EUR 53 million, driven by continuous investments in future growth with focus on softgoods, sales coverage, emerging markets, and own retail. Operating expenses were 37% of sales (37%). EBIT margin excluding non-recurring items was 6.6% (7.2). The Group's long-term target is to have EBIT of at least 10% of net sales. EBIT excluding non-recurring items by business segment Change EUR million 2012 2011 % Winter and Outdoor 113.8 118.5 -4 Ball Sports 28.0 25.0 12 Fitness 17.0 10.3 65 Headquarters*) -22.3 -18.3 EBIT excluding non-recurring items 136.5 135.5 1 Non-recurring items -24.8 - EBIT total 111.7 135.5 -18 *) Headquarters segment consists of Group administration, shared service functions, other non-operational income and expenses and fair valuation of share based compensations. In 2012, segment operating loss increased by EUR 4.0 million due to increased net operational expenses of EUR 1.9 million and a change in fair valuation of share-based compensations and other adjustments of EUR -2.1 million. Net financial expenses totaled EUR 29.9 million (20.5) which include net interest expenses of EUR 23.4 million (19.9). Net foreign exchange losses were EUR 1.2 million (gains of EUR 0.7 million). Other financing expenses were EUR 5.3 million (1.3). Earnings before taxes totaled EUR81.8 million (115.0) and taxes were EUR -24.3 million (-24.1), resulting a tax rate of 30% due to one-time adjustments to previous years' taxes. The underlying tax rate remains at 25%. Earnings per share were EUR 0.48 (0.71). Excluding non-recurring items, earnings per share were EUR 0.65 (0.71). OUTLOOKS GIVEN FOR 2012 In Amer Sports' financial statements for 2011, it was stated that the company's 2012 net sales in local currencies were expected to increase from 2011. Increased visibility allowed a further revision of the guidance given and in the January-June interim report, the company estimated its full-year net sales in local currencies to increase from 2011 in line with the company's annual 5% growth target, and EBIT excluding non-recurring items to be approximately at the level of 2011. CASH FLOW AND FINANCING In 2012, net cash flow after investing activities (free cash flow) was EUR 71.8 million (-21.4). Compared to the end of 2011, inventories decreased by EUR 15.0 million. Receivables increased by EUR 24.6 million. Amer Sports' long-term financial target is to have annual free cash flow equal to net profit. In 2012, free cash flow was 93% of net profit excluding non-recurring items. At the end of 2012, the Group's net debt amounted to EUR 434.3 million (391.6). The increase was due to the redemption of a hybrid bond of EUR 60.0 million and hybrid bond interest of EUR 7.2 million (7.2), offset by the strong free cash flow. The hybrid bond was issued on March 12, 2009 and redeemed on March 12, 2012. The hybrid bond and its interests were recognized in equity in Amer Sports consolidated financial statements. Amer Sports' long-term financial target for the balance sheet structure is the year-end Net Debt/EBITDA ratio to be 3 or less. At the end of 2012, the ratio was 2.5 excluding non-recurring items (2.3). Interest-bearing liabilities amounted to EUR 576.8 million (470.4) consisting of short-term debt of EUR198.6 million and long-term debt of EUR378.2 million. The average interest rate on the Group's interest-bearing liabilities was 3.6% (3.6%). Short-term debt consists mainly of repayments of long-term loans of EUR 42.3 million (23.4) and commercial papers of EUR 151.6 (194.2) which Amer Sports had issued in the Finnish market to fund seasonally high working capital. The total size of the commercial paper program is EUR 500 million. Cash and cash equivalents totaled EUR 142.5 million (78.8). In 2011, Amer Sports signed a syndicated loan that consists of a EUR 200 million committed revolving credit facility. In June 2012, Amer Sports signed a new 5-year EUR 40 million committed revolving credit facility with Pohjola Bank. Amer Sports had not used any of the committed revolving credit facilities at the end of 2012. The credit facilities will be used for general corporate purposes. In March 2012, Amer Sports issued two euro denominated bonds. The amount of EUR 150 million was launched and placed on the following terms: EUR 50 million floating rate notes due March 6, 2014; and EUR 100 million fixed 4.125% notes due March 15, 2016. The bonds were listed on the NASDAQ OMX Helsinki Ltd on July 27, 2012. In April 2012, Amer Sports signed a 3-year EUR 20 million term loan with Unicredit Bank Austria AG. The proceeds of the bonds and term loan have been used for repayment of debt and general corporate purposes. The equity ratio at the end of the year was 40.7% (45.6%) and gearing was 57% (47%). The impact of the redemption of the hybrid bond on equity ratio was down 3.3 percentage points and on gearing up 12 percentage points. The Group's most significant transaction risk arises from the US dollar. Amer Sports is a net buyer of USD due to sourcing operations in Asia. The next 12 month EUR/USD net flow is expected to be USD 308 million. The weakening of the euro against the US dollar therefore has a negative impact on the company's EBIT, with a delay due to hedging. Amer Sports' hedging policy covers the transaction risk up to 12-18 months forward. Depending on the business area and its characteristics, hedge ratios are between 80-120% or 30-70%. A longer hedging horizon together with higher hedge ratio is applied in Winter and Outdoor. At the end of 2012, the Group had hedged 80% of the 2013 EUR/USD net cash flow at an average EUR/USD rate of 1.30. This covers over 86% of spring/summer 2013 and over 60% of the fall/winter 2013 USD purchases in Apparel and Footwear, where the EUR/USD exposure is the highest. Because Amer Sports' consolidated financial statements are presented in euros, Amer Sports is subject to currency translation risk when currency dominated result is converted into euros. Combining the transaction risk and translation risks of the EBIT, Amer Sports is a net buyer of USD. In all other currencies the company is a net seller. The most significant currencies after USD are CAD, CHF, GBP and JPY, with net flows varying from EUR 35 million to EUR 60 million. A more detailed report on the Group's financial risks and how they are managed can be found in the notes to the financial statements. CAPITAL EXPENDITURE AND INVESTMENTS The Group's capital expenditure totaled EUR 49.2 (51.4) million. Depreciation totaled EUR 40.2 million (35.8). Capital expenditure in 2013 is expected to be at the level of 2012. Cash flow from acquisition was EUR -3.7 million (-6.5) and from divestments EUR 1.1 million (5.3). RESEARCH AND DEVELOPMENT Amer Sports' strategy emphasizes excellence in consumer-centric product creation. Through continuous research and development, Amer Sports seeks to develop new and better sporting goods that appeal to consumers and its trade customers. The Group has seven R&D and design sites globally serving the business areas as well as increasingly collaborating across units. Research and development expenses were EUR 72.2 million in 2012, accounting for 9.3% of all operating expenses (2011: 64.2 million, 9.2% of operating expenses; 2010: 57.4 million, 8.8% of operating expenses). Winter and Outdoor's share of the R&D expenditure was 66%, while Ball Sports accounted for 12% and Fitness for 22%. On December 31, 2012, 647 (583) persons were employed in the company's research and development activities, approximately 9% (8%) of the total number of people employed by Amer Sports. SALES AND MARKETING Amer Sports sells its products to trade customers (including sporting goods chains, specialty retailers, mass merchants, fitness clubs and distributors) and directly to consumers through brand stores, factory outlets, and ecommerce. Amer Sports' strategic priorities include strengthening consumer understanding and consumer relevance (Win with Consumers) and strengthening the Group's commercial fundamentals through sales and distribution (Win in Go to Market). In Winning with Consumers in 2012, Amer Sports reinforced its regional consumer marketing organizations, now covering North, Central and South Europe as well as Russia, Asia Pacific and the Americas. These operations are responsible for improving local consumer understanding and implementing all brand programs related to trade, in-store, digital and sports marketing. Market coverage was strengthened through new sales people, with a particular focus on dedicated apparel and footwear specialists. A similar strategy was pursued in the Fitness business. As a result, the distribution of Amer Sports' products grew significantly in these areas, positively impacting sales. The increased distribution was further reinforced through the installation of shop-in-shops and improved in-store displays, highlighting the footprint of Amer Sports' brands in the market place and providing more seductive offers to consumers. In the expansion markets of Russia, China and Latin America, the growth was on average 19% and in 2012, these markets accounted for 8% (7%) of the Group's net sales. At the end of 2012, Amer Sports had 201 (172) branded retail stores. The majority of the stores are operated by local, independent partners. In 2012, Amer Sports strengthened its ecommerce and at the year end, the number of ecommerce stores was 23 (14). Of the brands, Salomon, Suunto and Arc'teryx are selling on-line in selected countries. Sales and distribution expenses in 2012 were EUR 305.1 million (267.5), 15% of sales (14%). Of the increase, EUR 18 million was related to strategic investments into distribution (geographical expansion and own retail), while EUR 8 million was growth driven (in local currencies). Advertising and promotion expenses in 2012 were EUR 222.7 million (208.4), 11% (11%) of sales. On December 31, 2012, the Amer Sports shared sales network covered 33 countries. 2,664 (2,454) persons were employed in sales and distribution activities, representing approximately 37% (35%) of the total number of people employed by Amer Sports. 613 (560) persons were employed in marketing activities. SUPPLY CHAIN MANAGEMENT Reliable, efficient and timely supply chain management is an important element in Amer Sports' strategy. In 2012 the main focus was on working capital improvement and complexity reduction. To gain operational efficiencies and cost savings, Amer Sports is constantly reviewing both its make or buy strategy and the company's global production and sourcing footprint. Of Amer Sports' production value, approximately 30% is in China, 25% elsewhere in Asia Pacific, 30% in Europe and 15% in the Americas. Amer Sports manufactures approximately 30% of its products itself and approximately 10% is produced by partially outsourced vendors. Of Amer Sports' total production value, approximately 60% is outsourced. This includes manufacturing in all racket sports and golf products, most team sports products and most of the apparel and footwear. The manufacturing of products and components for a variety of winter sports equipment, cycling, sports instruments and fitness equipment has also been outsourced. Amer Sports' most important own production facilities are located in Austria, Bulgaria, France, Finland, Canada and the United States. HUMAN RESOURCES In 2012, Amer Sports organizational design was further developed according to the Group strategy. Capabilities were built to meet the new organizational needs especially in sales and distribution and in the growth categories. Amer Sports focused on effective resource management in line with business needs. Personnel key performance indicators were established to manage internal mobility and resource allocation. On December 31, 2012, the number of Group employees was 7,186 (December 31, 2011: 7,061, December 31, 2010: 6,645). The increase came mainly from personnel working in sales and distribution. The increase in Headquarters and shared services was due to establishing a shared financial service center in the EMEA region, which will bring scale and synergy benefits. The average number of personnel in 2012 was 7,209 (2011: 6,921; 2010: 6,545). At the end of 2012, men represented 63% (2011: 62%; 2010: 62%) of Amer Sports employees and women 37% (2011: 38%; 2010: 38%). Salaries, incentives and other related costs paid in 2012 totaled EUR 400.2 million (2011: 358.7; 2010: 336.4). Amer Sports' reward system is based on performance focusing on team and individual accountability. Basic pay is supplemented by performance-based bonus schemes and long-term incentive programs. December 31, December 31, Change 2012 2011 % Winter and Outdoor 4,639 4,590 1 Ball Sports 1,592 1,631 -2 Fitness 821 749 10 Headquarters and shared services 134 91 47 Total 7,186 7,061 2 December 31, December 31, Change 2012 2011 % EMEA 4,135 4,185 -1 Americas 2,366 2,312 2 Asia Pacific 685 564 21 Total 7,186 7,061 2 December 31, December 31, Change 2012 2011 % Manufacturing and sourcing 2,349 2,588 -9 Sales and distribution 2,664 2,454 9 Support functions/shared services 913 876 4 R&D 647 583 11 Marketing 613 560 9 Total 7,186 7,061 2 CORPORATE RESPONSIBILITY Amer Sports implements its business strategy in an ethically, socially and environmentally responsible manner and ensures that its products are innovative and safe while providing a safe and healthy work environment. The company is committed to continuous improvements in its performance. At the core of Amer Sports' business is promoting healthy living and getting people to be more active. Through Amer Sports' products, the company wants to help people to stay healthy throughout their lives. Amer Sports is committed to socially responsible labor and workplace practices. Amer Sports also expects the sourcing partners to respect human rights in the spirit of internationally-recognized social and ethical standards including International Labour Organization (ILO) Standards and the United Nations' Universal Declaration on Human Rights. Amer Sports is committed to the principles that are explained in the Company Code of Conduct and Ethical Policy. Amer Sports' Social Compliance Policy defines how the company implements its supplier monitoring program. Amer Sports provides training to help to ensure that standards are met and actively monitors the performance of its sourcing partners. Amer Sports is committed to improving working conditions in the supplier companies through cooperation with them. Amer Sports' sourcing office in Hong Kong ensures that sub-contractors follow Amer Sports' standards for ethical operations. Amer Sports conducts third party audits to help sourcing partners comply with industry standards, regulations, and Amer Sports' expectations in regards to health and safety, as well as to the environment and social responsibility. Amer Sports is committed to reducing the environmental impact of its operations by using methods which are both responsible and economically sound. In 2012, the company participated in the Carbon Disclosure Project (CDP) and positioned in the mid-range level (2011: mid-range level). BUSINESS SEGMENT REVIEWS WINTER AND OUTDOOR 10-12/ 10-12/ Change Change Change Change EUR million 2012 2011 % %*) 2012 2011 % %*) Net sales Winter Sports Equipment 203.2 205.0 -1 -3 425.0 448.4 -5 -8 Footwear 60.7 51.0 19 17 314.4 287.7 9 7 Apparel 77.0 65.8 17 12 248.6 191.6 30 23 Cycling 31.8 29.5 8 7 129.0 120.5 7 5 Sports Instruments 30.1 23.7 27 25 104.2 89.4 17 12 Net sales, total 402.8 375.0 7 5 1,221.2 1,137.6 7 4 EBIT excluding non- recurring items 41.7 45.0 -7 113.8 118.5 -4 EBIT % excluding non-recurring items 10.4 12.0 9.3 10.4 Non-recurring items 18.4 - 18.4 - EBIT total 23.3 45.0 -48 95.4 118.5 -19 Personnel, Dec 31 4,639 4,590 1 *) In local currencies In 2012, Winter and Outdoor's net sales were EUR 1,221.2 million (1,137.6), an increase of 4% in local currencies. Net sales growth was driven by Apparel, with an increase of 23% and Sports Instruments, with an increase of 12%, supported by Footwear, up by 7%, and Cycling, up by 5%. EMEA, the biggest geographical area of Winter and Outdoor, increased by 2%, the Americas by 6% and Asia Pacific by 12% (in local currencies). In October-December, Winter and Outdoor's net sales totaled EUR 402.8 million (375.0), an increase of 5% in local currencies. Good growth continued in Sports Instruments, up by 25%. Footwear was up by 17%, Apparel by 12% and Cycling by 7%. Sales in Winter Sports Equipment declined by 3% in local currencies. The earlier announced pre-order decline of 13% was partly offset by higher in-season orders compared to October-December 2011. 10-12/ 10-12/ Change Change Change Change EUR million 2012 2011 % %*) 2012 2011 % %*) EMEA 265.8 241.9 10 8 774.4 751.3 3 2 Americas 79.0 77.9 1 -4 289.5 253.4 14 6 Asia Pacific 58.0 55.2 5 4 157.3 132.9 18 12 Total 402.8 375.0 7 5 1,221.2 1,137.6 7 4 *) In local currencies In 2012, EBIT excluding non-recurring items was EUR 113.8 million (118.5). Increased sales volumes contributed approximately EUR 24 million to the EBIT while higher gross margins contributed approximately EUR6 million. Operating expenses increased by approximately EUR 40 million due to sales and distribution costs. Other income and expenses and currencies impacted by approximately EUR 5 million on EBIT. In October-December, EBIT excluding non-recurring items was EUR 41.7 million (45.0). Increased sales volumes contributed approximately EUR 8 million to the EBIT while the impact of lower gross margins was approximately EUR-4 million. Operating expenses increased by approximately EUR 5 million. Other income and expenses and currencies impacted by approximately EUR -2 million on EBIT. Winter Sports Equipment In 2012, Winter Sports Equipment's net sales totaled EUR 425.0 million (448.4) and decreased by 8% in local currencies due to the late and mild winter in the season 2011/12. Alpine ski equipment represented 71% of net sales, cross country 14%, snowboards 9% and active protection 6%. Net sales of alpine ski equipment decreased in local currencies by 7%, cross country ski equipment by 17%, snowboards by 13% while active protection increased by 17%. In 2012, 65% of the Winter Sports Equipment business area's net sales were derived from EMEA, 20% from the Americas, and 15% from Asia Pacific. In local currencies, net sales decreased in EMEA by 8% and in the Americas by 16%. Net sales increased in Asia Pacific by 5%. The operational efficiency program, Focus, which started in 2010 continued to deliver further improved customer service and increased flexibility with shorter lead times. Also, raw material complexity reduction and reducing the number of old stock-keeping units continued. In October-December, Winter Sports Equipment's net sales were EUR 203.2 million (205.0) with a decline of 3% in local currencies. In-season orders increased significantly compared to the fourth quarter of 2011. Footwear In 2012, Footwear's net sales were EUR 314.4 million (287.7), up by 7% in local currencies. The growth came from all product segments. EMEA represented 77% of global sales, followed by the Americas with 18%, and Asia Pacific with 5%. In local currencies, net sales increased in EMEA by 3%, in the Americas by 21% and in Asia Pacific by 13%. Customers were cautious and de-stocking their inventories in Europe. In October-December, Footwear's net sales totaled EUR 60.7 million (51.0) and were up by 17% in local currencies. Sales in Russia, Americas and Asia Pacific continued to increase. Apparel In 2012, Apparel's net sales totaled EUR 248.6 million (191.6) and increased by 23% in local currencies. Sales on both main brands, Salomon and Arc'teryx, grew. EMEA was 48% of global sales, the Americas 40%, and Asia Pacific 12%. In local currencies, net sales increased in the Americas by 26%, in EMEA by 22% and in Asia Pacific by 19%. In October-December, Apparel's net sales totaled EUR 77.0 million (65.8) and were up by 12% in local currencies. Cycling In 2012, Cycling's net sales were EUR 129.0 million (120.5) and increased by 5% in local currencies. Cycling equipment (rims, wheels and tires) represented 81% of net sales, and cycling softgoods (apparel, helmets and footwear) 19%. Net sales of cycling equipment increased in local currencies by 3% and cycling softgoods by 18%. The sales growth was supported by countries in which Mavic has brought third party distributor operations in-house. Net sales by geographical region were as follows: EMEA 67%, the Americas 17% and Asia Pacific 16%. In local currencies, net sales increased in EMEA by 6% and in Asia Pacific by 4%. In the Americas net sales were at previous year's level. In October-December, Cycling's net sales totaled EUR 31.8 million (29.5) and increased by 7% in local currencies. Sports Instruments In 2012, Sports Instruments' net sales totaled EUR 104.2 million (89.4) and increased by 12% in local currencies. The growth was supported by strengthened distribution together with strong sales of the Suunto GPS watch, which was launched during the first quarter of 2012. The biggest product categories were outdoor and training products, representing 74% of net sales, and diving instruments, 19% of net sales. Outdoor and training products sales grew by 25% and diving instruments by 4%. The distribution of net sales by geographical region was as follows: EMEA 47%, Asia Pacific 27% and the Americas 26%. In local currencies, net sales increased in Asia Pacific by 31%, in the Americas by 9% and in EMEA by 5%. In October-December, Sports Instruments' net sales were EUR 30.1 million (23.7) and increased by 25% in local currencies. BALL SPORTS 10-12/ 10-12/ Change Change Change Change EUR million 2012 2011 % %*) 2012 2011 % %*) Net sales Individual Ball Sports**) 61.8 51.9 19 16 318.8 283.0 13 7 Team Sports 65.9 57.1 15 11 250.9 228.0 10 3 Net sales, total 127.7 109.0 17 13 569.7 511.0 11 5 EBIT excluding non-recurring items 1.0 -0.7 28.0 25.0 12 EBIT % excluding non-recurring items 0.8 4.9 4.9 Non-recurring items 5.5 - 5.5 - EBIT total -4.5 -0.7 22.5 25.0 -10 Personnel, Dec 31 1,592 1,631 -2 *) In local currencies **) Includes former Racquet Sports and Golf businesses In 2012, Ball Sports' net sales were EUR 569.7 million (511.0), up by 5% in local currencies. Both business areas grew. Geographically, Ball Sports' sales increased in local currencies by 4% in the Americas, the biggest area of Ball Sports, by 13% in Asia Pacific and by 2% in EMEA. In October-December, Ball Sports' net sales totaled EUR 127.7 million (109.0). In local currencies, sales increased by 13% due to the strong sales growth in both Individual Ball Sports and Team Sports with growth of 16% and 11%, respectively. 10-12/ 10-12/ Change Change Change Change EUR million 2012 2011 % %*) 2012 2011 % %*) EMEA 18.5 17.2 8 8 118.0 113.4 4 2 Americas 89.7 75.1 19 15 370.1 331.0 12 4 Asia Pacific 19.5 16.7 17 13 81.6 66.6 23 13 Total 127.7 109.0 17 13 569.7 511.0 11 5 *) In local currencies In 2012, EBIT excluding non-recurring items was EUR 28.0 million (25.0). Increased sales volumes contributed approximately EUR 11 million to the EBIT growth while the impact of lower gross margins was approximately EUR -1 million. Operating expenses increased by approximately EUR 7 million due to sales and distribution costs (all in local currencies). In October-December, EBIT excluding non-recurring items was EUR 1.0 million (-0.7). The improvement was driven by the strong sales growth in the quarter. Individual Ball Sports (former Racquet Sports and Golf) Individual Ball Sports' net sales in 2012 totaled EUR 318.8 million (283.0) and increased by 7% in local currencies. The biggest product category was tennis rackets, representing 29% of net sales. Net sales of tennis rackets increased by 14% due to the new performance tennis racket product line, Japan's recovery from natural disaster in 2011 and bringing third party distributor operations in-house in China. Sales of tennis balls, representing 18% of Individual Ball Sports sales, grew by 6%. The Americas accounted for 43% of the net sales, EMEA 36% and Asia Pacific 21%. In local currencies, Asia Pacific increased by 14%, the Americas by 7% and EMEA by 2%. In October-December, Individual Ball Sports' net sales were EUR 61.8 million (51.9) and increased by 16% in local currencies. The growth was broad-based across all regions and multiple key product categories. Team Sports Team Sports' net sales in 2012 were EUR 250.9 million (228.0) and increased by 3% in local currencies. The biggest product categories were American footballs, representing 22% of net sales, baseball and softball bats, 20%, basketballs, 15%, and baseballs and gloves, 19%. Growth was achieved throughout the Team Sports business with the exception of baseball bats, which decreased as trade was de-stocking their inventories. The breakdown of Team Sports sales by region was as follows: the Americas 93%, Asia Pacific 6% and EMEA 1%. In local currencies, sales increased in Asia Pacific by 11%, the Americas by 3% and in EMEA by 2%. In October-December, Team Sports' net sales totaled EUR 65.9 million (57.1) and increased by 11% in local currencies. FITNESS 10-12/ 10-12/ Change Change Change Change EUR million 2012 2011 % %*) 2012 2011 % %*) Net sales 88.0 72.9 21 17 273.1 232.2 18 10 EBIT excluding non-recurring items 7.9 4.5 76 17.0 10.3 65 EBIT % excluding non-recurring items 9.0 6.2 6.2 4.4 Non-recurring items 0.1 - 0.1 - EBIT total 7.8 4.5 73 16.9 10.3 64 Personnel, Dec 31 821 749 10 *) In local currencies In 2012, Fitness' net sales were EUR 273.1 million (232.2) and increased by 10% in local currencies. Geographically, the Americas accounted for 64% of the net sales, EMEA 26% and Asia Pacific 10%. In local currencies, EMEA increased by 28%, Asia Pacific by 21% and the Americas by 3%. The commercial business (clubs and institutions) represented 88% (87%) of Fitness' net sales while consumer (home use) was 12% (13%). 10-12/ 10-12/ Change Change Change Change EUR million 2012 2011 % %*) 2012 2011 % %*) EMEA 21.0 14.7 43 39 70.3 52.9 33 28 Americas 56.1 52.4 7 4 174.5 157.7 11 3 Asia Pacific 10.9 5.8 88 88 28.3 21.6 31 21 Total 88.0 72.9 21 17 273.1 232.2 18 10 *) In local currencies In 2012, Fitness' EBIT excluding non-recurring items was EUR 17.0 million (10.3). Increased sales volumes contributed approximately EUR 10 million to the EBIT growth. Operating expenses increased by approximately EUR 3 million mainly due to increased sales and distribution costs (all in local currencies). In October-December, Fitness' net sales totaled EUR 88.0 million (72.9) and increased by 17% in local currencies. Strong growth in Asia Pacific and EMEA continued. In October-December, EBIT excluding non-recurring items was EUR 7.9 million (4.5). The increase was due to increased sales volumes. CORPORATE GOVERNANCE STATEMENT In its decision making and administration, Amer Sports Corporation applies the Finnish Companies Act, the Finnish Securities Markets Act and the rules issued by the NASDAQ OMX Helsinki Stock Exchange, Amer Sports' Articles of Association, and the Finnish Corporate Governance Code 2010 for listed companies. Amer Sports complies with the code without exceptions. The code is published at: www.cgfinland.fi. This Corporate Governance Statement has been prepared pursuant to Recommendation 54 of the Finnish Corporate Governance Code 2010 for listed companies and the Securities Markets Act (Chapter 7, Section 7) and it is issued separately from the Board of Directors' report. The Audit Committee of the Board of Directors has reviewed this Corporate Governance Statement and Amer Sports' auditor, PricewaterhouseCoopers Oy, has checked that the statement has been issued and that the description of the main features of the financial reporting process, internal control and risk management is consistent with the financial statements. CHANGES IN GROUP MANAGEMENT Vincent Wauters, Amer Sports' SVP Supply Chain and IT, was nominated General Manager for Arc'teryx Inc effective June 13, 2012. Simultaneously Antti Jääskeläinen, previously Amer Sports' Chief Development Officer, assumed leadership for the Group Supply Chain and IT on top of his existing responsibilities and he was nominated Chief Development Officer and SVP, Supply Chain and IT. Mr. Wauters is no longer a member of the Group Executive Board. Additional details concerning members of the Amer Sports' Executive Board can be found at: www.amersports.com/about. CHANGES IN GROUP STRUCTURE In January 2012, the company completed the acquisition of the remaining 5% minority share in Atomic Austria GmbH. In March, the company sold its 60% share in Suunto Benelux BV. The transactions had no material impact on Amer Sports' financial position. SHARES AND SHAREHOLDERS The company's share capital totaled EUR 292,182,204 on December 31, 2012 and the number of shares was 118,517,285. Each share entitles the holder to one vote at the company's general meeting. Authorizations The Annual General Meeting held on March 10, 2011 authorized the Board of Directors to decide on the repurchase of a maximum of 10,000,000 of the company's own shares ("Repurchase Authorization"). The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the NASDAQ OMX Helsinki at the market price prevailing at the time of acquisition. The shares shall be repurchased and paid for in accordance with the rules of the NASDAQ OMX Helsinki and Euroclear Finland Ltd. The Repurchase Authorization was valid for 18 months from the decision of the Annual General Meeting. The Board of Directors did not utilize the authorization during 2012. The Annual General Meeting held on March 8, 2012 authorized the Board of Directors to decide on the repurchase of a maximum of 10,000,000 of the company's own shares ("Repurchase Authorization"). The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Nasdaq OMX Helsinki at the market price prevailing at the time of acquisition. The shares shall be repurchased and paid for in accordance with the rules of the Nasdaq OMX Helsinki and Euroclear Finland Ltd. The Repurchase Authorization is valid 18 months from the decision of the Annual General Meeting. The Board of Directors did not utilize the authorization during 2012. Apart from the above, the Board of Directors has no other authorizations to issue shares, convertible bonds or warrant programs. Own shares Amer Sports' Board of Directors decided on January 31, 2012 to cancel a total of 3,000,000 own shares held by the company, which equated to approximately 2.5% of the registered number of shares. The cancellation did not affect the company's share capital. Based on the Board of Directors' decision, a total of 280,029 Amer Sports shares were transferred on March 8, 2012 to the personnel involved in the company's Performance Share Plan 2010 and the Restricted Stock Plan 2010. The shares were transferred from the shares owned by Amer Sports Corporation. At the end of December, Amer Sports held a total of 738,505 shares (December 31, 2011: 4,012,125) of Amer Sports Corporation. The number of own shares corresponds to 0.62% (3.30) of all Amer Sports shares. A total of 6,409 shares granted as share-based incentives were returned to Amer Sports in 2012 in accordance with the terms of the incentive plan as the employment ended. Trading in shares In 2012, a total of 63.4 million (76.9) Amer Sports shares with a value totaling EUR629.4 million (752.5) were traded on the NASDAQ OMX Helsinki Ltd. Share turnover was 53.9% (64.2%) (expressed as a proportion of the average number of shares, excluding own shares). The average daily volume in 2012 was 253,603 shares (303,975). In addition to the NASDAQ OMX Helsinki Ltd., Amer Sports shares are traded on several alternative market places, for example Chi-X, BATS, Burgundy and Turquoise. In 2012, a total of 18.2 million (17.4) Amer Sports shares were traded on these alternative exchanges. The closing price of the Amer Sports Corporation share on the NASDAQ OMX Helsinki Ltd stock exchange in 2012 was EUR 11.25 (2011: 9.00). The share price rose by 25% during the year while OMX Helsinki Cap index rose by 10%. Shares registered a high of EUR 11.80 (11.97) and a low of EUR 8.39 (7.52). The average share price was EUR 9.93 (9.78). On December 31, 2012, the company had a market capitalization of EUR 1,325.0 million (1,057.5), excluding own shares. At the end of December, Amer Sports Corporation had 14,726 registered shareholders (15,351). Ownership outside of Finland and nominee registrations represented 42.4% (48.7) of the company's shares. Public sector entities owned 18.1% (14.3), financial and insurance corporations 16.2% (11.5), households 11.8% (12.1), non-profit institutions 8.3% (7.6), private companies 2.6% (2.5), and Amer Sports 0.6% (3.30). Major shareholders, December 31, 2012 (does not include nominee registrations nor shares held by the company) % of shares Shares and votes 1. Varma Mutual Pension Insurance Company 8,280,680 6.99 2. Maa- ja Vesitekniikan Tuki ry. 5,000,000 4.22 3. Ilmarinen Mutual Pension Insurance Company 4,173,564 3.52 4. Mandatum Life Insurance Company Limited 4,000,000 3.38 5. The Local Government Pensions Institution 3,682,061 3.11 6. Brotherus Ilkka 2,687,778 2.27 7. Tapiola Mutual Pension Insurance Company 2,643,091 2.23 8. OP-Focus Non-UCITS Fund 1,935,624 1.63 9. Odin Norden 1,881,642 1.59 10. Danske Fund Finnish Institutional Equity 1,394,545 1.18 Notification of change in shareholding under the Finnish Securities Market Act On February 7, 2012, Amer Sports received information to the effect that Orkla ASA's (Norwegian trade register no. 910 747 711) share capital and voting rights of Amer Sports had fallen below 5% on February 6, 2012. At that time Orkla ASA owned 3,891,352 shares, which represented 3.2% of Amer Sports Corporation's share capital and voting rights (previously 6,081,352 shares). Disclosure of control Amer Sports' Board of Directors is not aware of any natural or legal persons who have control over the company or has information on these persons' portion of the voting rights of the shares and of the total number of shares. Agreements and arrangements relating to shareholdings and the use of voting rights Amer Sports' Board of Directors is not aware of any agreements or arrangements concerning the ownership of the company's shares and the use of their voting rights. Shareholdings of Board of Directors and Executive Board on December 31, 2012 Circle of acquaintances Shareholder Shares and controlled corporations Board of Directors Anssi Vanjoki 34,266 Ilkka Brotherus 2,687,778 9,250 Martin Burkhalter 10,515 Christian Fischer 10,515 Hannu Ryöppönen 8,799 Bruno Sälzer 10,515 Indra Åsander 1,838 Executive Board Heikki Takala 91,860 Paul Byrne 27,401 Chris Considine 36,542 Mike Dowse 21,982 Victor Duran 21,315 Matt Gold 20,000 Terhi Heikkinen 25,369 Antti Jääskeläinen 25,441 Bernard Millaud 30,348 Mikko Moilanen 23,334 Jean-Marc Pambet 36,557 Michael Schineis 31,036 Jussi Siitonen 24,686 300 Andy Towne 11,656 Michael White 17,906 TOTAL 3,209,659 9,550 % of shares 2.7 0 Including circle of acquaintances and controlled corporations 3,219,209 % of shares 2.7 During the year, the Group had two cash-based long-term incentive plans and three share-based incentive plans for Group key personnel. On December 14, 2012, the Board of Directors approved two new share-based incentive plans for the Group key personnel, Performance Share Plan 2013 and Restricted Stock Plan 2013. The incentive plans are described in the notes to the financial statements. DECISIONS OF THE GENERAL MEETING OF SHAREHOLDERS At the Amer Sports Corporation Annual General Meeting held on March 8, 2012, the following resolutions were approved: Adoption of the annual accounts The Annual General Meeting (AGM) approved Amer Sports' financial statements for 2011. Resolution on use of the profit shown on the balance sheet and the payment of dividend The AGM resolved to distribute a dividend of EUR 0.33 per share to be paid for the financial year ended December 31, 2011. The dividend was paid to shareholders who were registered in the list of shareholders maintained by Euroclear Finland Ltd as of March 13, 2012, which was the record date for the dividend payment. The dividend was paid on March 20, 2012. Resolution on the discharge of the members of the Board of Directors and the CEO from liability The AGM granted the members of the Board of Directors and Company's President and CEO, Heikki Takala a discharge from liability for the financial year 2011. Resolution on the remuneration of the members of the Board of Directors It was approved that the annual remuneration payable to the Board of Directors be as follows: Chairman EUR 100,000, Vice Chairman EUR 60,000, and other members EUR 50,000. No extra remuneration is paid for attending meetings of the Board of Directors or meetings of the Committees of the Board of Directors. Of the annual remuneration, 40% is paid in the form of the Company's shares and 60% in cash. Resolution on the number of members of the Board of Directors The AGM confirmed that the number of members of the Board of Directors is seven (7). Election of members of the Board of Directors The AGM elected Ilkka Brotherus, Martin Burkhalter, Christian Fischer, Hannu Ryöppönen, Bruno Sälzer, Anssi Vanjoki and Indra Åsander as members of the Board of Directors. The Board of Directors' term of service will run until the close of the 2013 Annual General Meeting. Resolution on the remuneration of the auditor The AGM decided that the auditor's fee will be paid as invoiced. Election of auditor The AGM elected the Authorized Public Accountants PricewaterhouseCoopers Oy to act as auditor of the Company. The Audit Committee of the Board of Directors proposes that the auditor in charge of the audit is Jouko Malinen, Authorized Public Accountant. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares The AGM authorized the Board of Directors to decide on the repurchase of a maximum of 10,000,000 of the company's own shares ("Repurchase Authorization"). The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on the Nasdaq OMX Helsinki at the market price prevailing at the time of acquisition. The shares shall be repurchased and paid for in accordance with the rules of the Nasdaq OMX Helsinki and Euroclear Finland Ltd. The Repurchase Authorization is valid for 18 months from the decision of the Annual General Meeting. BOARD OF DIRECTORS' WORKING ARRANGEMENTS At its organizing meeting immediately following the Annual General Meeting, the Board of Directors appointed Anssi Vanjoki as Chairman and Ilkka Brotherus as Vice Chairman. From among its members, the Board appointed the following members to the Board Committees: *Compensation Committee: Bruno Sälzer, Chairman, Christian Fischer, Anssi Vanjoki and Indra Åsander *Nomination Committee: Ilkka Brotherus, Chairman, Martin Burkhalter and Anssi Vanjoki *Audit Committee: Hannu Ryöppönen, Chairman, Ilkka Brotherus and Martin Burkhalter GROUP-WIDE RESTRUCTURING PROGRAM At the beginning of November 2012, Amer Sports started a restructuring program to drive further scale and synergies and cost efficiencies, as well as to sustain growth through resource allocation especially into softgoods and expansion markets and channels. The program is estimated to deliver an annual cost saving of EUR 20 million once fully executed by the end of 2014. The program contributes to reaching the Group's long term profitability target of 10% EBIT. The restructuring program is Group-wide, and focused on the following key areas: *Driving further scale and synergies and decreasing complexity and duplication in all business areas, regions, functions, sites and platforms *Further reducing weather dependency in Winter Sports Equipment through reduction of fixed operating costs, following the operational model restructuring program started in 2010, which is now completed *Resource allocation to support growth in softgoods as well as expansion markets and channels. The expected headcount impact of the restructuring program once fully implemented is approximately 250, mainly in Winter and Outdoor. One-time costs related to the restructuring program and complexity reduction were EUR 24.8 which was recorded in the fourth quarter of 2012, with no cash impact in 2012. Once fully implemented by the end of 2014, the total cash flow impact is expected to be EUR 19 million. SIGNIFICANT RISKS AND UNCERTAINTIES Amer Sports' business is balanced by its broad portfolio of sports and brands, the increasing share of softgoods in the company portfolio as well as the company's presence in all major markets. Short-term risks for Amer Sports are particularly associated with general economic conditions, consumer demand development in Europe, North America and Japan, the ability to identify and respond to constantly shifting trends and the ability to leverage advancements in technologies and to develop new and appealing products. For example, the following risks could potentially have an impact on the company's development: *The sporting goods industry is subject to risks related to consumer demand in various parts of the world. Amer Sports is particularly dependent on general economic conditions and consumer demand in Europe, North America and Japan. Economic downturn may increase trade customers' payment problems and Amer Sports may be forced to write-off accounts receivables. *Amer Sports can be adversely affected by unusual or severe weather conditions. For example, sales of winter sports equipment is affected by snow conditions in particular in Europe and North America. *The sporting goods industry is highly competitive and includes many regional, national and global companies. Although Amer Sports has no competitors that challenge it across of all of its product categories, the company faces competition from a number of companies in most of the product categories. There cannot be any assurances that additional competitors will not enter Amer Sports' existing markets or that Amer Sports will be able to compete successfully against existing or new competitors. *Amer Sports and its subcontractors use steel, aluminium, rubber and oil-based materials and components in the manufacturing and must obtain adequate supplies of these raw materials from the markets in competition with other users of such materials. Significant fluctuations in raw material prices may impact margins. Labour costs are increasing in Asia, especially in China where Amer Sports sources significant portion of its products. Possibilities to find alternative low-cost sourcing countries are limited in the short term. *Amer Sports' success is dependent on its ability to identify and respond to constantly shifting trends in consumer demand, its ability to leverage advancements in technologies and to develop new and appealing products. One of Amer Sports' strategic cornerstones is Winning with Consumers. In order to successfully execute the strategy, knowing enough about consumers (consumer insight) and ability to successfully utilize such knowledge is essential. *Trade customers are developing new business models such as selling on the internet, keeping less inventories and requesting consignment stock arrangement. Trade customers are also becoming more demanding in terms of on-time and in-full delivery. Trade customers are demanding new value adding services, such as price tagging. This may increase Amer Sports' costs without generating additional revenue. Retailers may quickly change their product offering and de-list Amer Sports' brands and/or products if not satisfied with service, products and/or trade terms. *Amer Sports' most important production facilities are the Winter Sports Equipment's factories in Austria and Bulgaria, Fitness' factory in the United States, and Sports Instruments' factory in Finland. In addition, Amer Sports has major factories in Eastern Europe, which are owned by subcontractors. Amer Sports' most important distribution centers are located in Germany, Austria, the United States and France. Any unexpected production or delivery breaks in these units would have a negative impact on the company's business. *Growing the number of Amer Sports' own retail stores requires up-front investment. In addition, the maintenance of the stores and the personnel employed in own retail create more fixed costs than distribution to trade customers. A failure to execute Amer Sports' retail growth plan as part of Amer Sports' multi-channel sales strategy could have a negative impact on Amer Sports' results. *Despite extensive testing of its products before market launch, the company cannot completely rule out the risk of product recalls and legal actions related to product liability. Amer Sports has standard insurance cover against the financial consequences of product recalls and product liability cases. Product quality issues could harm Amer Sports' reputation and, as a result, could have an adverse effect on its sales. *A characteristic feature of the sporting goods industry is the need to protect intellectual property rights (IPR) and disputes connected with them. Any litigation to defend against claims or infringement could result in substantial costs and diversion of resources and could negatively affect results of operations or the competitive position of Amer Sports. The material impacts on Amer Sports' financial position arising from pending litigation and decisions of the authorities are assessed regularly, and current estimates are presented publicly when necessary. *Amer Sports sources a significant proportion of its products from subcontractors located throughout Asia, which exposes it to the political, economic, and regulatory conditions in that area and to a variety of local business and labor practice issues. Although Amer Sports has third party audit programs in Asia, Amer Sports cannot fully control its subcontractors' actions. The violation of labor laws, regulations or standards by Amer Sports' subcontractors, or the divergence of those subcontractors' labor practices from those generally accepted as ethical in the European Union or the international community, could have a material adverse effect on Amer Sports' public image and the reputation of its brands. Possible delivery problems and breaches of contracts of subcontractors may also have an impact on Amer Sports' operations. *Foreign exchange risk consists of transaction risk and translation risk. Due to geographical distribution of Amer Sports' operations, especially in light of sourcing from Asia, most significant currency risks arise from the U.S. dollar and to lesser extent, from Japanese yen and the Canadian dollar. Amer Sports uses hedging instruments to mitigate the impact of exchange rate fluctuations. OUTLOOK FOR 2013 Amer Sports expects the trading environment to remain challenging in 2013. The company will continue to focus on softgoods growth, consumer-driven product and marketing innovation, commercial expansion and operational excellence. In 2013, Amer Sports' net sales in local currencies and EBIT excluding non-recurring items are expected to increase from 2012. BOARD OF DIRECTORS' PROPOSAL FOR DISTRIBUTION OF EARNINGS The parent company's distributable earnings amount to EUR 256,745,430.20, of which the net result for the period is EUR -10,009,574.67. The Board of Directors proposes to the Annual General Meeting that the distributable earnings be used as follows: - A dividend of EUR 0.35 per share, totaling EUR 41,481,049.75 to be paid to shareholders - EUR 215,264,380.45 to be carried forward in distributable earnings Totaling EUR 256,745,430.20 No dividend will be paid for own shares held by the company. There have been no significant changes to the company's financial position since the close of the financial period. According to the Board of Directors, the proposed dividend distribution does not endanger the company's financial standing. TABLES The figures presented in this stock exchange release are based on the Group's audited financial statements, and it has been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by EU. The notes are an integral part of consolidated financial information. EUR million CONSOLIDATED RESULTS 10-12/ 10-12/ Change 1-12/ 1-12/ Change 2012 2011 % 2012 2011 % NET SALES 618.5 556.9 11 2,064.0 1,880.8 10 Cost of goods sold -359.6 -321.0 -1,163.4 -1,063.4 GROSS PROFIT 258.9 235.9 10 900.6 817.4 10 License income 2.0 2.3 7.5 8.7 Other operating income 1.3 2.6 6.0 5.4 R&D expenses -20.7 -20.6 -72.2 -64.2 Selling and marketing expenses -147.1 -138.3 -527.8 -475.9 Administrative and other expenses -47.9 -35.6 -177.6 -155.9 Non-recurring expenses -24.8 - -24.8 - EARNINGS BEFORE INTEREST AND TAXES 21.7 46.3 -53 111.7 135.5 -18 % of net sales 3.5 8.3 5.4 7.2 Financing income and expenses -9.5 -6.1 -29.9 -20.5 EARNINGS BEFORE TAXES 12.2 40.2 81.8 115.0 Taxes -6.9 -9.1 -24.3 -24.1 NET RESULT 5.3 31.1 57.5 90.9 Attributable to: Equity holders of the parent company 5.3 31.1 57.5 90.8 Non-controlling interests - 0.0 - 0.1 Earnings per share, EUR 0.05 0.25 0.48 0.71 Earnings per share, diluted, EUR 0.05 0.25 0.48 0.71 Adjusted average number of shares in issue less own shares, million 117.7 119.9 Adjusted average number of shares in issue less own shares, diluted, million 118.1 120.1 Equity per share, EUR 6.43 7.03 ROCE, % *) 10.0 13.2 ROE, % 7.2 11.2 Average rates used: EUR 1.00 = USD 1.2956 1.3500 1.2846 1.3926 *) 12 months' rolling average CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 10-12/ 10-12/ 1-12/ 1-12/ 2012 2011 2012 2011 Net result 5.3 31.1 57.5 90.9 Other comprehensive income Translation differences -9.7 12.5 -8.7 7.7 Cash flow hedges -3.9 6.7 -19.3 17.3 Income tax related to cash flow hedges 1.0 -1.7 5.0 -4.5 Other comprehensive income, net of tax -12.6 17.5 -23.0 20.5 Total comprehensive income -7.3 48.6 34.5 111.4 Total comprehensive income attributable to: Equity holders of the parent company -7.3 48.6 34.5 111.3 Non-controlling interests - 0.0 - 0.1 NET SALES BY BUSINESS SEGMENT 10-12/ 10-12/ Change 1-12/ 1-12/ Change 2012 2011 % 2012 2011 % Winter and Outdoor 402.8 375.0 7 1,221.2 1,137.6 7 Ball Sports 127.7 109.0 17 569.7 511.0 11 Fitness 88.0 72.9 21 273.1 232.2 18 Total 618.5 556.9 11 2,064.0 1,880.8 10 GEOGRAPHIC BREAKDOWN OF NET SALES 10-12/ 10-12/ Change 1-12/ 1-12/ Change 2012 2011 % 2012 2011 % EMEA 305.3 273.8 12 962.7 917.6 5 Americas 224.8 205.4 9 834.1 742.1 12 Asia Pacific 88.4 77.7 14 267.2 221.1 21 Total 618.5 556.9 11 2,064.0 1,880.8 10 EBIT BY BUSINESS SEGMENT 10-12/ 10-12/ Change 1-12/ 1-12/ Change 2012 2011 % 2012 2011 % Winter and Outdoor 23.3 45.0 -48 95.4 118.5 -19 Ball Sports -4.5 -0.7 22.5 25.0 -10 Fitness 7.8 4.5 73 16.9 10.3 64 Headquarters -4.9 -2.5 -23.1 -18.3 Total 21.7 46.3 -53 111.7 135.5 -18 CONSOLIDATED CASH FLOW STATEMENT 10-12/ 10-12/ 1-12/ 1-12/ Note 2012 2011 2012 2011 Earnings before interest and taxes 21.7 46.3 111.7 135.5 Adjustments to cash flow from operating activities and depreciation 33.5 11.0 63.3 37.9 Change in working capital 69.0 34.5 -10.9 -97.6 Cash flow from operating activities before financing items and taxes 124.2 91.8 164.1 75.8 Interest paid and received -2.3 -7.2 -19.9 -20.5 Income taxes paid and received -6.3 -6.7 -31.6 -24.7 Net cash flow from operating activities 115.6 77.9 112.6 30.6 Acquired operations - -6.5 - -6.5 Sold operations - - 1.1 5.3 Acquired non-controlling interests - - -3.7 - Capital expenditure on non-current tangible and intangible assets -18.9 -22.5 -49.2 -51.4 Proceeds from sale of tangible non- current assets 0.0 0.1 11.0 0.6 Net cash flow from investing activities -18.9 -28.9 -40.8 -52.0 Net cash flow after investing activities (free cash flow) 96.7 49.0 71.8 -21.4 Repurchase of own shares - -9.5 - -36.7 Interest on hybrid bond - - -7.2 -7.2 Redemption of the hybrid bond 4 - - -60.0 - Dividends paid 5 - - -38.9 -36.4 Change in debt and other financing Items -74.5 -37.4 98.9 94.9 Net cash flow from financing activities -74.5 -46.9 -7.2 14.6 Cash and cash equivalents on October 1/January 1 121.5 75.6 78.8 84.7 Translation differences -1.2 1.1 -0.9 0.9 Change in cash and cash equivalents 22.2 2.1 64.6 -6.8 Cash and cash equivalents on December 31 142.5 78.8 142.5 78.8 CONSOLIDATED BALANCE SHEET December 31, December 31, Note 2012 2011 Assets Goodwill 289.1 295.7 Other intangible non-current assets 211.4 214.5 Tangible non-current assets 162.9 157.8 Other non-current assets 106.4 99.6 Inventories and work in progress 336.7 359.7 Receivables 613.5 611.9 Cash and cash equivalents 142.5 78.8 Total assets 2 1,862.5 1,818.0 Shareholders' equity and liabilities Shareholders' equity 758.9 829.4 Long-term interest-bearing liabilities 378.2 251.4 Other long-term liabilities 34.4 22.7 Current interest-bearing liabilities 198.6 219.0 Other current liabilities 445.6 463.1 Provisions 46.8 32.4 Total shareholders' equity and liabilities 1,862.5 1,818.0 Equity ratio, % 40.7 45.6 Gearing, % 57 47 EUR 1.00 = USD 1.3194 1.2939 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Fair Inves- Fund Trans- value ted Pre- for lation and unrest- Retai- Share mi- own diffe- other ricted ned capi- um sha- ren- reser- equity Hybrid ear- Note tal fund res ces ves reserve bond nings Total Balance at Jan. 1, 2011 292.2 12.1 -5.6 -34.3 -5.6 151.5 60.0 317.3 787.6 Other compre- hensive income: Translation differences 7.7 7.7 Cash flow hedges 17.3 17.3 Income tax related to cash flow hedges -4.5 -4.5 Net result 90.8 90.8 Total comp- rehensive income 7.7 12.8 90.8 111.3 Transact- ions with owners: Repurch- ase of own shares -31.3 -31.3 Share- based incentive programs 0.8 0.8 Interest on hybrid bond 4 -5.3 -5.3 Dividend distribution 5 -36.3 -36.3 Balance at Dec. 31, 2011 292.2 12.1 -36.9 -26.6 7.2 151.5 60.0 367.3 826.8 Balance at Jan. 1, 2012 292.2 12.1 -36.9 -26.6 7.2 151.5 60.0 367.3 826.8 Other compre- hensive income: Translation differences -8.7 -8.7 Cash flow hedges -19.3 -19.3 Income tax related to cash flow hedges 5.0 5.0 Net result 57.5 57.5 Total comp- rehensive income -8.7 -14.3 57.5 34.5 Transact- ions with owners: Cancella- tion of own shares 27.2 -27.2 0.0 Share- based incentive programs 2.6 2.9 -1.8 3.7 Hybrid bond 4 -60.0 -7.2 -67.2 Dividend distribution 5 -38.9 -38.9 Balance at Dec. 31, 2012 292.2 12.1 -7.1 -35.3 -7.1 154.4 - 349.7 758.9 Total Non- share- cont- hold- rolling ers' inte- equ- Note rests ity Balance at Jan. 1, 2011 2.6 790.2 Other compre- hensive income: Translation differences 7.7 Cash flow hedges 17.3 Income tax related to cash flow hedges -4.5 Net result 0.1 90.9 Total comp- rehensive income 0.1 111.4 Transact- ions with owners: Repurch- ase of own shares -31.3 Share- based incentive programs 0.8 Interest on hybrid bond 4 -5.3 Dividend distribution 5 -0.1 -36.4 Balance at Dec. 31, 2011 2.6 829.4 Balance at Jan. 1, 2012 2.6 829.4 Other compre- hensive income: Translation differences -8.7 Cash flow hedges -19.3 Income tax related to cash flow hedges 5.0 Net result 57.5 Total comp- rehensive income 34.5 Transact- ions with owners: Cancella- tion of own shares 0.0 Share- based incentive programs 3.7 Hybrid bond 4 -67.2 Dividend distribution 5 -38.9 Other change -2.6 -2.6 Balance at Dec. 31, 2012 - 758.9 QUARTERLY BREAKDOWN OF NET SALES AND EBIT Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ NET SALES 2012 2012 2012 2012 2011 2011 2011 2011 Winter and Outdoor 402.8 411.0 150.9 256.5 375.0 395.7 133.4 233.5 Ball Sports 127.7 121.9 146.5 173.6 109.0 106.7 136.3 159.0 Fitness 88.0 69.0 56.4 59.7 72.9 56.8 45.9 56.6 Total 618.5 601.9 353.8 489.8 556.9 559.2 315.6 449.1 Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ EBIT 2012 2012 2012 2012 2011 2011 2011 2011 Winter and Outdoor 23.3 86.8 -25.4 10.7 45.0 79.3 -15.1 9.3 Ball Sports -4.5 -2.6 9.7 19.9 -0.7 -1.1 9.1 17.7 Fitness 7.8 4.2 1.0 3.9 4.5 2.8 -0.3 3.3 Headquarters -4.9 -7.6 -5.1 -5.5 -2.5 -6.6 -4.6 -4.6 Total 21.7 80.8 -19.8 29.0 46.3 74.4 -10.9 25.7 THE NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards(IFRS) approved for use in EU, observing the IAS and IFRS standards and SIC and IFRIC interpretations in force as of December 31, 2012. Standards, interpretations and amendments adopted from the beginning of 2012: The following new standards, interpretations and amendments have been adopted when applicable: IFRS 7 (amendment) and the annual improvements. The amendments did not have any material impact on the consolidated financial statements. 2. SEGMENT INFORMATION Amer Sports has three business segments: Winter and Outdoor, Ball Sports and Fitness. The accounting policies for segment reporting do not differ from the Group's accounting policies. The decisions concerning assessing the performance of segments and allocation of resources to the segments are based on segments' net sales and earnings before interest and taxes. The chief operating decision maker of Amer Sports is the Executive Board. There were no intersegment business operations during the reported periods. Earnings Financing before income Earnings interest and and before Net sales taxes expenses taxes Assets 1-12/2012 Winter and Outdoor 1,221.2 95.4 935.4 Ball Sports 569.7 22.5 376.9 Fitness 273.1 16.9 259.4 Segments, total 2,064.0 134.8 1,571.7 Unallocated items*) -23.1 -29.9 290.8 Group total 2,064.0 111.7 -29.9 81.8 1,862.5 1-12/2011 Winter and Outdoor 1,137.6 118.5 960.0 Ball Sports 511.0 25.0 384.4 Fitness 232.2 10.3 253.8 Segments, total 1,880.8 153.8 1,598.2 Unallocated items*) -18.3 -20.5 219.8 Group total 1,880.8 135.5 -20.5 115.0 1,818.0 *) Earnings before interest and taxes include income and expenses of corporate headquarters. GEOGRAPHIC BREAKDOWN OF NET SALES 1-12/ 1-12/ 2012 2011 EMEA 962.7 917.6 Americas 834.1 742.1 Asia Pacific 267.2 221.1 Total 2,064.0 1,880.8 3. DERIVATIVE FINANCIAL INSTRUMENTS December December 31, 2012 31, 2011 Nominal value Foreign exchange derivatives 823.1 922.6 Interest rate swaps 140.0 50.0 Cross currency swaps 69.9 56.1 Fair value Foreign exchange derivatives 7.1 2.0 Interest rate swaps -4.7 -3.1 Cross currency swaps 0.8 0.5 4. HYBRID BOND On March 12, 2012 Amer Sports redeemed the EUR 60 million hybrid bond issued on March 12, 2009. 5. DIVIDENDS Dividends distributed in March 2012 by Amer Sports to its shareholders and minority shareholders of its subsidiaries amounted to EUR 38.9 million relating to the year ending on December 31, 2011 (2011: 36.4). Dividends distributed to the shareholders of Amer Sports Corporation were EUR 0.33 per share and in total EUR 38.9 million (2011: EUR 0.30 per share and in total EUR 36.3 million). 6. CONTINGENT LIABILITIES AND SECURED ASSETS December December 31, 2012 31, 2011 Guarantees 23.1 21.4 Liabilities for leasing and rental agreements 152.4 123.2 Other liabilities 43.6 33.8 There are no guarantees or contingencies given for the management of the company, the shareholders or the associated companies. 7. ONGOING LITIGATIONS The Group has extensive international operations and is involved in a number of legal proceedings, including product liability suits. The Group does not expect the outcome of any legal proceedings currently pending to have materially adverse effect upon its consolidated results or financial position. 8. SEASONALITY Although Amer Sports operates in a number of sporting goods segments during all four seasons, its business is subject to seasonal fluctuations. Historically, the third and fourth quarters of a financial year have been the strongest quarters for Amer Sports in terms of both net sales and profitability, mainly because sales of winter sports equipment ahead of the winter season typically take place during the third and fourth quarters. The summer season for ball sports balances seasonality to a certain extent, as the strongest quarters for the Ball Sports segment are the first and second quarters. Usually the net cash flow from operating activities is very strong in the first quarter when the income from winter sports equipment realizes. Especially during the third quarter, the net cash flow from operating activities is tied up in working capital. All forecasts and estimates presented in this report are based on the management's current judgment of the economic environment. The actual results may differ significantly. AMER SPORTS CORPORATION Board of Directors Amer Sports Corporation Financial Statements Bulletin 2012 ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Amer Sports Oyj via Thomson Reuters ONE HUG#1674543
Amer Sports Oyj : Amer Sports Corporation Financial Statements Bulletin 2012
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